株探米国株
英語
エドガーで原本を確認する
COMMERCIAL METALS Co false 0000022444 0000022444 2025-11-12 2025-11-12
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 12, 2025

 

 

Commercial Metals Company

(Exact Name of Registrant as Specified in Charter)

 

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

1-4304   75-0725338
(Commission File Number)   (IRS Employer Identification No.)

 

6565 N. MacArthur Blvd.

Irving, Texas

  75039
(Address of Principal Executive Offices)   (Zip Code)

(214) 689-4300

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Trading
Symbol(s)

 

Name of Each Exchange

on Which Registered

Common Stock, $0.01 par value   CMC   NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 


Item 7.01

Regulation FD Disclosure.

On November 12, 2025, Commercial Metals Company (the “Company”) announced that it intends to offer to sell, subject to market and other conditions, $2,000 million aggregate principal amount of senior unsecured notes (together, the “Notes”) in an offering (the “Offering”) exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Company intends to use the net proceeds from the sale of the Notes to fund the purchase price for the Company’s previously announced acquisition of all of the issued and outstanding equity securities of entities that own Foley Products Company, LLC (“Foley” and such transaction, the “Foley Acquisition”) and transaction-related fees and expenses and for general corporate purposes.

The Offering of the Notes is not conditioned upon, and will be consummated before, the closing of the Foley Acquisition, and the closing of the Foley Acquisition is not contingent upon the completion of the Offering. In the event that the Foley Acquisition is not completed on or prior to October 15, 2026, or if prior to such date, the securities purchase agreement with respect to the Foley Acquisition is terminated, the Company will be required to redeem all of the Notes at a redemption price equal to 100% of the initial issue price of the Notes plus accrued and unpaid interest from the date of issuance, or from the most recent date to which interest has been paid or provided for, to but not including the special mandatory redemption date.

In connection with the proposed Offering, the Company provided potential investors with a preliminary offering memorandum, dated November 12, 2025 (the “Preliminary Offering Memorandum”). The Preliminary Offering Memorandum contains (i) the audited financial statements of Foley as of and for the years ended December 31, 2024 and 2023, (ii) the unaudited consolidated financial statements of Foley as of and for the nine months ended September 30, 2025 and 2024 and (iii) other information not previously disclosed by the Company. This information is included in Exhibits 99.1, 99.2 and 99.3 attached hereto, respectively, and is incorporated by reference into this Item 7.01.

The information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1, 99.2 and 99.3 attached hereto, is being furnished pursuant to Item 7.01. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy the Notes and shall not constitute an offer, solicitation or sale of the Notes in any jurisdiction in which such offering, solicitation or sale would be unlawful. The Notes will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements of the Securities Act and applicable state or other jurisdictions’ securities laws.

 

Item 8.01

Other Events.

On November 12, 2025, the Company issued a press release announcing the proposed Offering. A copy of the press release is filed as Exhibit 99.4 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

No.

   Description
99.1    Audited financial statements of Foley Products Company, LLC as of and for the years ended December 31, 2024 and 2023.
99.2    Unaudited consolidated financial statements of Foley Products Company, LLC as of and for the nine months ended September 30, 2025 and 2024.
99.3    Excerpts from the Preliminary Offering Memorandum dated November 12, 2025 and Investor Presentation.
99.4    Press Release issued by Commercial Metals Company on November 12, 2025.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    COMMERCIAL METALS COMPANY
Date: November 12, 2025     By:  

/s/ Paul J. Lawrence

    Name:   Paul J. Lawrence
    Title:   Senior Vice President and Chief Financial Officer
EX-99.1 2 d933510dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

FOLEY PRODUCTS COMPANY, LLC

CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR THE YEARS ENDED

DECEMBER 31, 2024 AND 2023


TABLE OF CONTENTS

 

Report of Independent Certified Public Accountants

     3  

Consolidated Financial Statements:

  

Consolidated Balance Sheets

     5  

Consolidated Statements of Income

     6  

Consolidated Statements of Member’s Equity (Deficit)

     7  

Consolidated Statements of Cash Flows

     8  

Notes to the Consolidated Financial Statements

     9  

 

2


 

LOGO

  
 

GRANT THORNTON LLP

1100 Peachtree St NE, Suite 1400 Atlanta, GA 30309

   REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
D  +1 404 330 2000   
F  +1 404 475 0107   
  

Board of Directors and Member

Foley Products Company, LLC

  

Opinion

 

We have audited the consolidated financial statements of Foley Products Company, LLC (a Delaware limited liability company) and subsidiary (the “Company”), which comprise the consolidated balance sheets as of December 31, 2024 and 2023, and the related consolidated statements of income, member’s equity (deficit), and cash flows for the years then ended, and the related notes to the consolidated financial statements.

   In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.
   Basis for opinion
   We conducted our audits of the consolidated financial statements in accordance with auditing standards generally accepted in the United States of America (US GAAS). 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 the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. 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 the 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 the Company’s ability to continue as a going concern for one year after the date the consolidated financial statements are available to be issued.

 

GT.COM      Grant Thornton LLP is a U.S. member firm of Grant Thornton International Ltd (GTIL). GTIL and each of its member firms are separate legal entities and are not a worldwide partnership.

 

3


LOGO   
   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 US GAAS 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 US GAAS, 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 the Company’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 the Company’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.
   LOGO
  

Atlanta, Georgia

April 16, 2025

 

4


FOLEY PRODUCTS COMPANY, LLC

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31,

 

     2024      2023  
ASSETS              

CURRENT ASSETS:

     

Cash and cash equivalents

   $ 70,621,846      $ 22,295,851  

Receivables, net

     52,023,838        47,366,578  

Inventories

     29,816,178        35,179,439  

Other current assets

     1,573,341        1,285,116  
  

 

 

    

 

 

 

Total current assets

     154,035,203        106,126,984  
  

 

 

    

 

 

 

NON-CURRENT ASSETS:

     

Property, plant and equipment, net

     112,969,383        116,078,231  

Operating lease right-of-use assets, net

     3,978,630        4,266,800  

Goodwill, net

     14,546,569        16,361,418  

Intangible assets, net

     3,285,693        3,524,652  

Other non-current assets

     139,533        160,359  
  

 

 

    

 

 

 

Total non-current assets

     134,919,808        140,391,460  
  

 

 

    

 

 

 

Total assets

   $ 288,955,011      $ 246,518,444  
  

 

 

    

 

 

 
LIABILITIES AND MEMBER’S EQUITY (DEFICIT)              
LIABILITIES              

CURRENT LIABILITIES

     

Accounts payable

   $ 10,515,370      $ 7,935,973  

Other current liabilities

     6,657,970        8,199,168  

Operating lease liabilities, current

     291,348        277,705  

Finance lease liabilities, current

     50,429        48,873  

Long-term debt, current

     3,700,000        3,700,000  
  

 

 

    

 

 

 

Total current liabilities

     21,215,117        20,161,719  
  

 

 

    

 

 

 

NON-CURRENT LIABILITIES

     

Operating lease liabilities, non-current

     3,733,850        4,025,198  

Finance lease liabilities, non-current

     69,020        85,634  

Other non-current liabilities

     422,702        495,409  

Long-term debt, net of current maturities

     251,827,733        268,446,494  
  

 

 

    

 

 

 

Total non-current liabilities

     256,053,305        273,052,735  
  

 

 

    

 

 

 

Total liabilities

     277,268,422        293,214,454  
  

 

 

    

 

 

 
MEMBER’S EQUITY (DEFICIT)              

Total member’s equity (deficit)

     11,686,589        (46,696,010
  

 

 

    

 

 

 

Total liabilities and member’s equity (deficit)

   $ 288,955,011      $ 246,518,444  
  

 

 

    

 

 

 

See Notes to the Consolidated Financial Statements.

 

5


FOLEY PRODUCTS COMPANY, LLC

CONSOLIDATED STATEMENTS OF INCOME

FOR THE YEARS ENDED DECEMBER 31,

 

     2024     2023  

Net sales

   $ 401,069,806     $ 390,346,632  

Cost of sales

     216,825,100     $ 203,099,041  
  

 

 

   

 

 

 

Gross profit on sales

     184,244,706     $ 187,247,591  
  

 

 

   

 

 

 

Operating expenses:

    

Selling, general & administrative expenses

     28,582,172     $ 25,349,725  

Depreciation & amortization

     2,058,666     $ 1,352,256  
  

 

 

   

 

 

 

Total operating expenses

     30,640,838     $ 26,701,981  
  

 

 

   

 

 

 

Net operating income

     153,603,868     $ 160,545,610  
  

 

 

   

 

 

 

Other income (loss):

    

Interest expense

     (28,661,201   $ (34,600,732

Other income, net

     1,132,206     $ 472,324  
  

 

 

   

 

 

 

Total other loss, net

     (27,528,995     (34,128,408
  

 

 

   

 

 

 

Net income

   $ 126,074,873     $ 126,417,202  
  

 

 

   

 

 

 

See Notes to the Consolidated Financial Statements.

 

6


FOLEY PRODUCTS COMPANY, LLC

CONSOLIDATED STATEMENTS OF MEMBER’S EQUITY (DEFICIT)

 

     Total Member’s Equity /
(Deficit)
 

Balance, December 31, 2022

   $ (110,288,755

Net income

     126,417,202  

Share-based compensation expense

     1,811,982  

Distributions

     (64,636,439
  

 

 

 

Balance, December 31, 2023

     (46,696,010

Share-based compensation expense

     2,884,964  

Net income

     126,074,873  

Distributions

     (70,577,238
  

 

 

 

Balance, December 31, 2024

   $ 11,686,589  
  

 

 

 
  

 

 

 

See Notes to the Consolidated Financial Statements.

 

7


FOLEY PRODUCTS COMPANY, LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31,

 

     2024      2023  

CASH FLOWS FROM OPERATING ACTIVITIES:

     

Net income

   $ 126,074,873      $ 126,417,202  
     

 

 

    

 

 

 

Adjustments to reconcile net income to net cash provided by operating activities:

     

Depreciation & amortization expense

     14,218,634        13,718,515  

(Gain) / loss on disposal of property, plant and equipment

     (56,411      3,368  

Amortization of debt discount and issuance costs

     2,081,238        2,081,238  

Share-based compensation expense

     2,884,964        1,811,982  

Provisions / (recoveries) for expected credit losses

     (449,073      (79,470

Changes in:

     

Accounts receivable

     (4,208,187      472,512  

Inventories

     5,363,261        6,623,891  

Accounts payable

     2,579,397        (191,632

Other current assets / liabilities

     (1,925,749      271,647  

Other changes in long-term assets / liabilities

     97,281        100,922  
     

 

 

    

 

 

 

Total adjustments

     20,585,355        24,812,973  
     

 

 

    

 

 

 

Net cash provided by operating activities

     146,660,228        151,230,175  
     

 

 

    

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

     

Proceeds from sales of property and equipment

     59,498        68,035  

Acquisition of property and equipment

     (9,059,065      (6,356,498

Acquisition of intangible assets

     —         (3,000,000

Acquisition of businesses

     —         (28,042,657
     

 

 

    

 

 

 

Net cash used in investing activities

     (8,999,567      (37,331,120
     

 

 

    

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

     

Payments on term loan

     (18,700,000      (72,049,222

Principal payment of financing leases

     (57,428      (86,261

Distributions paid

     (70,577,238      (64,636,439
     

 

 

    

 

 

 

Net cash used in by financing activities

     (89,334,666      (136,771,922
     

 

 

    

 

 

 

Net increase / (decrease) in cash and cash equivalents

     48,325,995        (22,872,867

Cash and cash equivalents at beginning of year

     22,295,851        45,168,718  
     

 

 

    

 

 

 

Cash and cash equivalents at end of year

   $ 70,621,846      $ 22,295,851  
     

 

 

    

 

 

 

SUPPLEMENTAL DISCLOSURES:

     

Cash interest paid

   $ (27,786,176    $ (33,426,276

Accrued acquisition consideration

   $ —       $ 1,167,055  

See Notes to the Consolidated Financial Statements.

 

8


FOLEY PRODUCTS COMPANY, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

NOTE 1: Nature of Operations

The primary business of Foley Products Company, LLC (the “Company”), headquartered in Newnan, Georgia, is the manufacture and sale of concrete pipe and precast products in the United States.

NOTE 2: Summary of Significant Accounting Policies

Principles of Consolidation – The consolidated financial statements include the accounts of the Company and its sole subsidiary Spartan Concrete, Inc. which was acquired in 2023 as more fully described in Note 3.

Use of Estimates – The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) which requires management to make estimates that affect the reported amounts of assets and liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Management estimates, judgments, and assumptions are continually evaluated based on available information and experience; however, actual amounts could differ from those estimates. Estimates are used for, but not limited to, useful lives of property and equipment, commitments and contingencies, valuation and impairment of goodwill and intangibles, sales returns and allowances, and inventory valuation.

Cash and Cash Equivalents – Cash and cash equivalents include cash on hand and amounts on deposit with banks. The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Fair Value Measurements – The guidance for fair value measurements establishes the authoritative definition for fair value, sets out a framework for measuring fair value and outlines the required disclosures regarding fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The Company uses a three-tier fair value hierarchy based upon observable and non-observable inputs as follows:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Inputs other than Level 1 that are either directly or indirectly observable.

Level 3: Unobservable inputs developed using the Company’s estimates and assumptions which reflect those that market participants would use.

Accounts Receivable – Accounts receivable are uncollateralized customer obligations due under normal trade terms generally requiring payment within 30 days from the invoice date. The Company determines its allowance for expected credit losses by considering a number of factors including the length of time trade accounts receivable are past due, application of the specific identification method, the customer’s current ability to pay its obligation to the Company, the Company’s previous loss history, and the condition of the industry and general economy as a whole.

Concentration of Credit Risk – The Company sells concrete products to customers primarily operating in the construction industry and located in the United States. The Company’s credit losses are provided for in the financial statements and have consistently been within management’s expectations. Other financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents. Such amounts may exceed federally insured limits. The Company reduces credit risk by depositing its cash with major credit worthy financial institutions within the United States. To date, the Company has not experienced any losses on its cash deposits. As of December 31, 2024 no one customer held a concentration in total receivables. As of December 31, 2023 one customer accounted for 11% of total receivables. No single customer held a concentration in revenue in either year presented.

 

9


FOLEY PRODUCTS COMPANY, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

 

 

Inventories – Inventories are stated at the lower of cost or net realizable value, with cost being determined by the first-in, first-out method, including allowances for obsolescence.

Property, plant, and equipment – Property, plant and equipment are stated at cost, or fair market value if acquired through acquisition. Major renewals and betterments are charged to the property accounts while replacements, maintenance, and repairs, which do not improve or extend the lives of the respective assets, are charged to operations. The Company follows the policy of providing for depreciation by charging against income amounts sufficient to amortize the cost of property and equipment over their estimated useful lives. Depreciation is computed on the straight-line method principally as follows: 15-40 years for land improvements, buildings and improvements and 3-20 years for equipment.

Construction in progress is recorded at cost, and includes site development costs, development costs, and acquisition costs of the property under construction.

Acquisitions – The Company allocates the cost of an acquired business to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the date of acquisition. The Company generally allocates the purchase price based on either the income or the market approach, utilizing prices and other relevant information generated primarily by recent market transactions involving similar or comparable assets or liabilities, as well as historical experience. Any remaining cost in excess of the identifiable tangible and intangible net assets acquired is recorded as goodwill.

The Company has elected to apply the private company accounting alternative for intangible assets as developed by the Private Company Council (“PCC”) and outlined in Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-18, Accounting for Identifiable Intangible Assets in a Business Combination, which allows the Company to not separately recognize and measure at fair value: (a) customer-related intangibles (unless they are capable of being sold or licensed independent from the other assets of the acquired business) and (b) noncompetition agreements.

Goodwill – Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations. The Company has elected to apply the private company accounting alternative for goodwill as developed by the PCC and outlined in ASU 2014-2, Accounting for Goodwill, which allows goodwill to be amortized on a straight-line basis over the shorter of 10-years or the estimated useful life. The Company evaluates goodwill for impairment only if a triggering event occurred during the period, and upon the occurrence of a triggering event, the Company performs a qualitative assessment to determine whether a quantitative test is necessary. For the years ended December 31, 2024, and 2023 there was no impairment of goodwill.

Intangible Assets – Intangible assets consist primarily of patents and trademarks. The Company has elected to apply the private company accounting alternative for non-compete, customer relationships and certain other acquired intangibles and recorded them as a component of goodwill and did not recognize them in the purchase price allocation process. The Company considers all its intangible assets to have finite lives and are being amortized on the straight-line basis over the estimated lives of the respective assets and evaluated for impairment when an event or change in circumstances occurs that warrants such a review.

Sales Revenues – The Company recognizes revenue in accordance with Accounting Standards

Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, revenue is recognized in accordance with a five-step revenue model, as follows: 

 

  (i)

identify the contract with the customer.

 

  (ii)

identify the performance obligations in the contract.

 

  (iii)

determine the transaction price.

 

10


FOLEY PRODUCTS COMPANY, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

 

  (iv)

allocate the transaction price to the performance obligations.

 

  (v)

recognize revenue when the entity satisfies each performance obligation.

The Company recognizes revenues when the requisite performance obligation has been met, that is, when the Company transfers control of its products to customers, which depending on the terms of the underlying contract, is generally upon delivery. The Company’s contracts are short-term in nature, generally not exceeding 12 months, with payment terms varying by the type and location of products or services offered; however, the period between invoicing and when payment is due is not significant.

Sales Taxes – Taxes imposed on sales by the states in which the Company operates are offset against sales, and the net amount is reported in revenue.

Shipping and Handling Costs – The Company recognized shipping and handling costs of $37,546,438 and $34,864,037 in cost of sales in the statements of income for the years ended December 31, 2024, and 2023, respectively.

Advertising – Advertising costs are expensed as incurred. The Company recognized $1,740 and $11,128 of advertising costs in the statements of income for the years ended December 31, 2024, and 2023, respectively.

Share-Based Compensation – The Company accounts for share-based compensation under ASC 718, Stock Compensation (“ASC 718”). ASC 718 addresses the accounting for transactions in which an entity obtains services in share-based payment transactions and requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. The Company ratably expenses, over the vesting period, the fair value of the award at the date of grant. Please see further discussion in Note 14.

Derivatives – The Company’s derivative financial instruments are accounted for under the provisions of ASC 815, Derivatives and Hedging (“ASC 815”). In accordance with ASC 815, the Company measures all derivatives at fair value and recognizes them in the consolidated balance sheet as an asset or liability, depending on the Company’s rights or obligations under the applicable derivative contract.

As further described in Note 10, on the date the derivative instrument was entered into, the Company did not designate the derivative as a hedge. Changes in the fair value of a derivative that is not designated as a hedge are recorded in Interest Expense.

Income Taxes – The Company qualifies as a disregarded entity for federal and state income tax purposes. Therefore, no provision for current or deferred income taxes has been included in the accompanying consolidated financial statements since each member’s share of income or loss is reported on their respective income tax returns.

US GAAP requires management to evaluate positions taken by the Company and recognize a tax liability if the Company has taken an uncertain tax position that more likely than not would not be sustained upon examination by the Internal Revenue Service or state or local taxing authorities. Management has analyzed the tax positions taken by the Company and has concluded that as of December 31, 2024, and 2023, there are no uncertain positions taken or expected to be taken that would require recognition of a liability or disclosure in the consolidated financial statements. The Company is subject to routine audits by taxing jurisdictions.

Leases – Leases are recognized under ASC 842, Leases (“ASC 842”). The Company determines if an arrangement contains a lease in whole or in part at the inception of the contract. Right-of-use (ROU) assets represent the Company’s right to use an underlying asset for the lease term while lease liabilities represent the Company’s obligation to make lease payments arising from the lease. All leases greater than 12 months result in the recognition of a ROU asset and a liability at the lease commencement date based on the present value of the lease payments over the lease term. The Company also elected the practical expedient to use the risk-free rate in determining the present value of our lease liabilities as allowed under ASU 2021-09, Discount Rate for Lessees That Are Not Public Business Entities.

 

11


FOLEY PRODUCTS COMPANY, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

 

Please see further discussion in Note 12.

NOTE 3: Acquisitions

On April 14, 2023, the Company acquired 100% of the issued and outstanding equity interests of Spartan Concrete, Inc. from Advanced Drainage Systems, Inc. Net tangible assets acquired in this business combination were recorded at fair value in the consolidated financial statements. The following table summarizes the fair value of the consideration transferred at the date of acquisition, as well as the calculation of goodwill based on the excess of consideration over the fair value of net assets acquired. Goodwill is attributable to the general reputation of the business acquired. The goodwill recorded in connection with the acquisition is expected to be deductible for tax purposes. The Company paid cash consideration of $20,599,643.

 

Inventories

   $ 3,925,002  

Equipment

     5,912,875  

Land improvement & building

     2,211,145  

Goodwill

     8,967,377  

Accounts payable

     (386,134

Other current liabilities

     (30,622
  

 

 

 

Total purchase consideration

   $ 20,599,643  

On December 8, 2023, the Company acquired the assets of a precast plant located in Ft. Myers Florida from Coastal Precast of Florida, Inc. Net tangible assets acquired in this business combination were recorded at their fair value in the consolidated financial statements. The following table summarizes the fair value of the consideration transferred at the date of acquisition, as well as the calculation of goodwill based on the excess of consideration over the fair value of net assets acquired. Goodwill is attributable to the general reputation of the business acquired. The goodwill recorded in connection with the acquisition is expected to be deductible for tax purposes. The purchase price was $8,610,069. The Company paid cash consideration of $7,443,014 and agreed to pay certain seller liabilities at the time of acquisition in the amount of $1,167,055 in future periods. The remaining balance as of December 31, 2024 and 2023, was $508,157 and 1,167,055 which is included in other current liabilities.

 

Inventories

   $ 2,014,863  

Equipment

     3,797,955  

Goodwill

     2,797,251  
  

 

 

 

Total purchase consideration

   $ 8,610,069  

NOTE 4: Receivables, Net

Components of receivables, net are as follows at December 31:

 

     2024      2023  

Trade receivables

   $ 52,413,792      $ 48,015,875  

Other receivables

     10,046        199,776  
  

 

 

    

 

 

 

Total receivables

     52,423,838        48,215,651  

Less: Allowance for expected credit losses

     (400,000      (849,073
  

 

 

    

 

 

 

Receivables, net

   $ 52,023,838      $ 47,366,578  
  

 

 

    

 

 

 

 

12


FOLEY PRODUCTS COMPANY, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

 

NOTE 5: Inventories

Components of inventories are as follows at December 31:

 

     2024      2023  

Finished products

   $ 16,288,517      $ 19,897,723  

Purchased products for resale

     2,080,476        1,411,917  

Raw materials

     11,447,185        13,869,799  
  

 

 

    

 

 

 

Inventories

   $ 29,816,178      $ 35,179,439  
  

 

 

    

 

 

 

NOTE 6: Property, Plant and Equipment, Net

Components of property, plant and equipment are as follows at December 31:

 

     2024      2023  

Land and land improvements

   $ 47,630,963      $ 45,927,197  

Buildings and improvements

     43,137,525        41,532,025  

Equipment

     101,530,666        97,894,665  

Construction-in-progress

     2,085,188        1,143,530  

Financing lease right-of-use assets

     5,489,441        5,485,833  
  

 

 

    

 

 

 

Total property, plant and equipment

     199,873,783        191,983,250  

Less: accumulated depreciation & amortization

     (86,904,400      (75,905,019
  

 

 

    

 

 

 

Net property, plant and equipment

   $ 112,969,383      $ 116,078,231  
  

 

 

    

 

 

 

For the years ended December 31, 2024, and 2023, the Company recognized depreciation expense related to property, plant and equipment of $12,164,826 and $12,373,543, respectively. For the years ended December 31, 2024, and 2023, $12,159,970 and $12,366,258, respectively, are recorded in cost of sales with the remainder recorded in depreciation & amortization in the statements of income.

NOTE 7: Goodwill

Components of goodwill, net are as follows at December 31:

 

     2024      2023  

Gross goodwill at beginning of year

   $ 18,148,492      $ 6,383,864  

Additions

     —       $ 11,764,628  
  

 

 

    

 

 

 

Gross goodwill at end of year

     18,148,492      $ 18,148,492  

Less: Accumulated amortization

     (3,601,923    $ (1,787,074
  

 

 

    

 

 

 

Goodwill, net

   $ 14,546,569      $ 16,361,418  
  

 

 

    

 

 

 

For the years ended December 31, 2024, and 2023, the Company recognized amortization expense related to goodwill of $1,814,849 and $1,285,232, respectively, in the statements of income.

 

13


FOLEY PRODUCTS COMPANY, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

 

Future expected amortization of goodwill as of December 31, 2024, is as follows:

 

2025

   $ 1,814,849  

2026

     1,814,849  

2027

     1,814,849  

2028

     1,814,849  

2029

     1,814,849  

Thereafter

     5,472,324  
  

 

 

 

Total

   $ 14,546,569  
  

 

 

 

NOTE 8: Intangible assets, net

Components of intangible assets, net are as follows at December 31:

 

     2024      2023  

Intangible assets

   $ 3,584,392      $ 3,584,392  

Less: Accumulated amortization

     (298,699      (59,740
  

 

 

    

 

 

 

Intangible assets, net

   $ 3,285,693      $ 3,524,652  
  

 

 

    

 

 

 

On September 21, 2023, the Company acquired from Pre-con Products the entire worldwide rights, title, and interest in and to the covered intellectual property of StormPrism™ with related patents and trademarks. StormPrism™ is an innovative underground stormwater storage system. It provides a way to store large volumes of captured stormwater underground in a more efficient and safe manner than other products in the market. The intangible assets acquired are valued based on a $3,000,000 upfront payment and the net present value of annual $100,000 future payments through 2030. The net present value of payments due in 2025 of $96,328 are recorded under other current liabilities, and the net present value of payments due in 2026 to 2030 of $422,702 are recorded under other non-current liabilities.

For the years ended December 31, 2024, and 2023, the Company recognized amortization expense related to intangible assets of $238,959 and $59,740, respectively, in the statements of income.

Future expected amortization of intangible assets as of December 31, 2024, is as follows:

 

2025

   $ 238,959  

2026

     238,959  

2027

     238,959  

2028

     238,959  

2029

     238,959  

Thereafter

     2,090,898  
  

 

 

 

Total

   $ 3,285,693  
  

 

 

 

NOTE 9: Related-Party Transactions

Fees were paid to The Concrete Company (“TCC”) by the Company in 2024 and 2023 in the amount of $1,549,895 and $1,323,633, respectively, which represents the management services utilized by the Company and provided by TCC under a management services agreement.

 

14


FOLEY PRODUCTS COMPANY, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

 

The Company carries out transactions with TCC and various entities under common control of TCC in the normal course of business. During the years ended December 31, 2024, and 2023, the Company made payments for purchases of inventories and services from affiliates under common control of $623,599 and $1,549,324, respectively.

NOTE 10: Long-Term Debt

Long-term debt is summarized as follows:

 

     2024      2023  

Term loan

   $ 263,852,688      $ 282,552,688  

Less:

     

Current maturities

     (3,700,000      (3,700,000

Unamortized debt discount and issuance costs

     (8,324,955      (10,406,194
  

 

 

    

 

 

 

Long-term debt, net of current maturities

   $ 251,827,733      $ 268,446,494  
  

 

 

    

 

 

 

On December 29, 2021, the Company entered into a term loan (the “Term Loan”) with a bank, collateralized with certain assets. The Term Loan requires quarterly principal payments of $925,000 and monthly interest-only payments at 4.90% plus the Secured Overnight Financing Rate (SOFR) (4.60% at December 31, 2024, and 5.35% at December 31, 2023). The Term Loan matures on December 29, 2028.

On October 9, 2024, the Company entered into an interest rate cap agreement with a notional amount of $100,000,000 of Term Loan debt which limits SOFR to 4.00%. The termination date is December 31, 2026. For the year ended December 31, 2024, the Company did not record any mark-to-market adjustments as they were immaterial.

The effective interest rates at December 31, 2024, and 2023 were 9.28% and 9.91%, respectively.

On December 29, 2021, the Company also entered into a $35 million revolving credit facility agreement with a bank (the “Revolver”), which carries interest at 4.90% plus SOFR (4.60% at December 31, 2024, and 5.35% at December 31, 2023) and is payable quarterly once incurred.

The full amount of the Revolver was available for use as of December 31, 2024, and 2023. The Company pays a commitment fee of 0.5% on the unused portion of the Revolver. Interest is payable quarterly as incurred. The Revolver is secured by the assets of the Company and matures December 29, 2026.

The Term Loan and the Revolver agreements are subject to certain financial covenants, and as of December 31, 2024, the Company was in compliance with those covenants.

Maturities of long-term debt for each of the next four years are as follows:

 

Current maturities   

2025

   $ 3,700,000  

2026

     3,700,000  

2027

     3,700,000  

2028

     252,752,688  
  

 

 

 

Total

   $ 263,852,688  
  

 

 

 

 

15


FOLEY PRODUCTS COMPANY, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

 

Debt discount and issuance costs consists of:

 

     2024    2023  

Debt discount and issuance costs

   $14,557,225    $ 14,557,225  

Less: Accumuated amortization

   (6,232,270)      (4,151,031
  

 

  

 

 

 

Unamortized debt discount and issuance costs, net

   $8,324,955    $ 10,406,194  
  

 

  

 

 

 

NOTE 11: Commitments and Contingencies

The Company is subject to various claims and lawsuits arising in the ordinary course of business. In the opinion of management, the ultimate resolution of these matters will not have a material effect on the consolidated financial statements of the Company.

NOTE 12: Leases

Leases are categorized at their commencement date, which is the date the Company takes possession or control of the underlying asset, and it determines if an arrangement is a lease at inception of the contract, as either financing or operating. The Company has both operating and finance leases for buildings, land, and equipment.

Lease right-of-use assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. Many of the lease agreements contain renewal or termination clauses that are factored into the determination of the lease term if it is reasonably certain that these options would be exercised.

The following table presents supplemental balance sheet information related to leases:

 

Operating Leases

   2024      2023  

Right-of-use asset - operating

   $ 3,978,630      $ 4,266,800  

Current operating lease liabilities

     291,348        277,705  

Noncurrent operating lease liabilities

     3,733,850        4,025,198  
  

 

 

    

 

 

 

Total operating lease liabilities

   $ 4,025,198      $ 4,302,903  
  

 

 

    

 

 

 

Financing Leases

   2024      2023  

Right-of-use asset - financing

   $ 5,489,441      $ 5,485,833  

Right-of-use asset - accumulated amortization

     (1,908,636      (1,383,531
  

 

 

    

 

 

 

Total right-of-use asset - financing

     3,580,805        4,102,302  
  

 

 

    

 

 

 

Current financing lease liabilities

     50,429        48,873  

Non-current financing lease liabilities

     69,020        85,634  
  

 

 

    

 

 

 

Total financing lease liabilities

   $ 119,449      $ 134,507  
  

 

 

    

 

 

 

 

16


FOLEY PRODUCTS COMPANY, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

 

The following table presents the weighted average remaining lease term and discount rate:

 

Operating Leases

   2024     2023  

Weighted average remaining lease term (years)

     15.2       15.9  

Weighted average discount rate

     2.9     2.9

Financing Leases

   2024     2023  

Weighted average remaining lease term (years)

     27.6       28.6  

Weighted average discount rate

     4.1     3.8

The Company recognized lease costs in the statements of income for the year ended December 31, 2024, and December 31, 2023, as follows:

 

Operating Lease Costs

          2024      2023  

Operating lease costs

      $ 406,474      $ 358,901  

Financing Lease Costs

          2024      2023  

Amortization

      $ 563,786      $ 689,375  

Interest on lease liabilities

      $ 5,723      $ 4,476  

The following table presents future undiscounted lease payments for the Company’s operating and finance lease liabilities as of December 31, 2024:

 

     Operating Leases      Financing Leases  

2025

   $ 401,610      $ 54,231  

2026

     407,673        46,171  

2027

     412,788        20,673  

2028

     314,822        4,598  

2029

     305,896        —   

Thereafter

     3,197,418        —   
  

 

 

    

 

 

 

Total future lease payments

   $ 5,040,206      $ 125,673  
  

 

 

    

 

 

 

Less: imputed interest

     (1,015,008      (6,224
  

 

 

    

 

 

 

Present value of right-of-use lease liabilities

   $ 4,025,198      $ 119,449  
  

 

 

    

 

 

 

The following table presents supplemental cash flow and other information related to leases for the year ended:

 

Operating Leases

   2024      2023  

Cash flows from operating activities:

     

Operating leases - noncash lease expense

   $ 288,169      $ 253,525  

Operating leases - change in lease liabilities

   $ (277,705    $ (231,439

 

17


FOLEY PRODUCTS COMPANY, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

 

Financing Leases

   2024      2023  

Cash flows from operating activities:

     

Financing leases - amortization of right-of-use asset

   $ 563,786      $ 689,375  

Cash flows from financing activities:

     

Principal payments on financing leases

   $ (57,428    $ (86,261

Non Cash Disclosures

   2024      2023  

Right-of-use assets obtained in exchange for new operating lease liabilities

   $ —       $ 2,638,985  

Right-of-use assets obtained in exchange for new financing lease liabilities

   $ 20,893      $ 96,231  

NOTE 13: Employee Benefit Plan

The Company’s 401(k) retirement plan covering substantially all of its employees. Employees are fully vested in Company contributions after 3 years of service. The Company matches 50% of employee contributions each plan year up to a maximum of 8%. Approximately $706,000 and $589,000 was expensed for the Company’s contributions during the years ended December 31, 2024, and 2023, respectively, and is included in general and administrative expenses in the accompanying statements of income.

NOTE 14: Member’s Deficit

The Company is solely owned by FPC HoldCo, LLC (“FPCH”), which was set up on December 28, 2021, as the Company’s sole Member. The membership interests of FPCH are divided into three classes of units denominated as common, preferred, and incentive units as defined in FPCH’s operating agreement (“Common Members”, “Preferred Members”, “Incentive Members”, respectively). Common and preferred units represent a voting equity interest in FPCH. Incentive units are non-voting.

Certain members of management are included in a profits interest program of FPCH and awarded incentive units. 50% of the units vest over a five-year period. The other 50% vest upon a change in control. The Company previously determined that the fair value of the units awarded prior to 2023 and the related compensation expense is immaterial.

Certain members of management who joined in 2023 were awarded incentive units. For most of the units, 75% vest over a five-year period and the other 25% vest upon a change in control. The Company has estimated the fair value of those units on a non-marketable, minority interest basis using Level II inputs. For the years ended December 31, 2024, and 2023, the Company recognized share-based compensation expense related to these awards of $2,884,964 and $1,811,982, respectively, in the statements of income.

Earnings are distributed as determined by the Board of Directors, as defined by and pursuant to the Company’s operating agreement.

NOTE 15: Subsequent Events

The Company has evaluated all transactions that may qualify for subsequent event disclosure through April 16, 2025, which is the date the consolidated financial statements are available to be issued.

 

18


FOLEY PRODUCTS COMPANY, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

 

The Company made a voluntary paydown of the term loan of $20,000,000 on January 31, 2025.

No other significant subsequent events have been identified that would require adjustment of or disclosure in the accompanying consolidated financial statements.

 

19

EX-99.2 3 d933510dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

FOLEY PRODUCTS COMPANY, LLC

CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR THE NINE-MONTH PERIOD ENDED

SEPTEMBER 30, 2025 AND 2024


TABLE OF CONTENTS

 

Consolidated Financial Statements:

  

Consolidated Balance Sheets (unaudited)

     1  

Consolidated Statements of Income (unaudited)

     2  

Consolidated Statements of Member’s Equity (unaudited)

     3  

Consolidated Statements of Cash Flows (unaudited)

     4  

Notes to the Consolidated Financial Statements (unaudited)

     5  


FOLEY PRODUCTS COMPANY, LLC

CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30,

UNAUDITED

 

     September 30, 2025      September 30, 2024  
ASSETS              

CURRENT ASSETS:

     

Cash and cash equivalents

   $ 74,250,064      $ 46,082,837  

Receivables, net

     72,846,063        63,559,678  

Inventories

     36,254,152        32,430,185  

Other current assets

     1,518,945        1,066,900  
  

 

 

    

 

 

 

Total current assets

     184,869,224        143,139,600  
  

 

 

    

 

 

 

NON-CURRENT ASSETS:

     

Property, plant and equipment, net

     118,699,785        115,806,125  

Operating lease right-of-use assets, net

     4,109,003        4,051,410  

Goodwill, net

     13,185,432        15,000,281  

Intangible assets, net

     3,106,474        3,345,432  

Other non-current assets

     180,533        139,533  
  

 

 

    

 

 

 

Total non-current assets

     139,281,227        138,342,781  
  

 

 

    

 

 

 

Total assets

   $ 324,150,451      $ 281,482,381  
  

 

 

    

 

 

 
LIABILITIES AND MEMBER’S EQUITY              
LIABILITIES              

CURRENT LIABILITIES

     

Accounts payable

   $ 13,747,077      $ 13,100,615  

Other current liabilities

     6,147,042        7,322,425  

Operating lease liabilities, current

     313,625        287,899  

Finance lease liabilities, current

     47,919        51,164  

Long-term debt, current

     3,700,000        3,700,000  
  

 

 

    

 

 

 

Total current liabilities

     23,955,663        24,462,103  
  

 

 

    

 

 

 

NON-CURRENT LIABILITIES

     

Operating lease liabilities, non-current

     3,907,439        3,807,219  

Finance lease liabilities, non-current

     33,586        81,505  

Other non-current liabilities

     342,003        417,812  

Long-term debt, net of current maturities

     233,388,662        252,232,423  
  

 

 

    

 

 

 

Total non-current liabilities

     237,671,690        256,538,959  
  

 

 

    

 

 

 

Total liabilities

     261,627,353        281,001,062  
  

 

 

    

 

 

 
MEMBER’S EQUITY              

Total member’s equity

     62,523,098        481,319  
  

 

 

    

 

 

 

Total liabilities and member’s equity

   $ 324,150,451      $ 281,482,381  
  

 

 

    

 

 

 

See Notes to the Consolidated Financial Statements (Unaudited)

 

- 1 -


FOLEY PRODUCTS COMPANY, LLC

CONSOLIDATED STATEMENTS OF INCOME

FOR THE NINE-MONTHS ENDED SEPTEMBER 30,

UNAUDITED

 

     September 30, 2025     September 30, 2024  

Net sales

   $ 327,035,654     $ 301,572,914  

Cost of sales

     184,504,367       161,884,740  
  

 

 

   

 

 

 

Gross profit on sales

     142,531,287       139,688,174  
  

 

 

   

 

 

 

Operating expenses:

    

Selling, general & administrative expenses

     23,509,025       21,406,394  

Depreciation & amortization

     1,540,357       1,545,213  
  

 

 

   

 

 

 

Total operating expenses

     25,049,382       22,951,607  
  

 

 

   

 

 

 

Net operating income

     117,481,905       116,736,567  
  

 

 

   

 

 

 

Other income (loss):

    

Interest expense

     (17,395,585     (22,214,869

Other income, net

     289,157       423,781  
  

 

 

   

 

 

 

Total other loss, net

     (17,106,428     (21,791,088
  

 

 

   

 

 

 

Net income

   $ 100,375,477     $ 94,945,479  
  

 

 

   

 

 

 

See Notes to the Consolidated Financial Statements (Unaudited)

 

- 2 -


FOLEY PRODUCTS COMPANY, LLC

CONSOLIDATED STATEMENTS OF MEMBER’S EQUITY

UNAUDITED

 

     Total Member’s Equity / (Deficit)  

Balance, December 31, 2023

   $ (46,696,010

Net income

     94,945,479  

Share-based compensation expense

     2,163,722  

Distributions

     (49,931,872
  

 

 

 

Balance, September 30, 2024

   $ 481,319  
  

 

 

 

Balance, December 31, 2024

   $ 11,686,589  

Share-based compensation expense

     2,163,722  

Net income

     100,375,477  

Distributions

     (51,702,690
  

 

 

 

Balance, September 30, 2025

   $ 62,523,098  
  

 

 

 

See Notes to the Consolidated Financial Statements (Unaudited)

 

- 3 -


FOLEY PRODUCTS COMPANY, LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE-MONTHS ENDED SEPTEMBER 30,

UNAUDITED

 

     September 30, 2025     September 30, 2024  

CASH FLOWS FROM OPERATING ACTIVITIES:

    

Net income

   $ 100,375,477     $ 94,945,479  
  

 

 

   

 

 

 

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation & amortization expense

     10,705,492       10,347,040  

Gain on disposal of property, plant and equipment

     (43,870     (21,624

Amortization of debt discount and issuance costs

     1,560,929       1,560,929  

Share-based compensation expense

     2,163,722       2,163,722  

Recoveries for expected credit losses

     —        (449,073

Changes in:

    

Accounts receivable

     (20,822,225     (15,744,027

Inventories

     (6,437,974     2,749,254  

Accounts payable

     3,231,707       5,164,642  

Other current assets / liabilities

     (432,177     (658,527

Other changes in long-term assets / liabilities

     (80,560     (48,805
  

 

 

   

 

 

 

Total adjustments

     (10,154,957     5,063,531  
  

 

 

   

 

 

 

Net cash provided by operating activities

     90,220,521       100,009,010  
  

 

 

   

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

    

Proceeds from sales of property and equipment

     45,152       21,264  

Acquisition of property and equipment

     (14,896,819     (8,534,578
  

 

 

   

 

 

 

Net cash used in investing activities

     (14,851,667     (8,513,314
  

 

 

   

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

    

Payments on term loan

     (20,000,000     (17,775,000

Principal payment of financing leases

     (37,944     (1,838

Distributions paid

     (51,702,692     (49,931,872
  

 

 

   

 

 

 

Net cash used in by financing activities

     (71,740,636     (67,708,710
  

 

 

   

 

 

 

Net increase in cash and cash equivalents

     3,628,218       23,786,986  

Cash and cash equivalents at beginning of period

     70,621,846       22,295,851  
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 74,250,064     $ 46,082,837  
  

 

 

   

 

 

 

SUPPLEMENTAL DISCLOSURES:

    

Cash interest paid

   $ (17,159,795   $ (21,046,013

See Notes to the Consolidated Financial Statements (Unaudited)

 

- 4 -


FOLEY PRODUCTS COMPANY, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD

ENDED SEPTEMBER 30, 2025 AND 2024

UNAUDITED

 

NOTE 1: Nature of Operations

The primary business of Foley Products Company, LLC (the “Company”), headquartered in Newnan, Georgia, is the manufacture and sale of concrete pipe and precast products in the United States.

NOTE 2: Summary of Significant Accounting Policies

Principles of Consolidation – The consolidated financial statements include the accounts of the Company and its sole subsidiary Spartan Concrete, Inc. which was acquired in 2023 as more fully described in Note 3.

Use of Estimates – The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) which requires management to make estimates that affect the reported amounts of assets and liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Management estimates, judgments, and assumptions are continually evaluated based on available information and experience; however, actual amounts could differ from those estimates. Estimates are used for, but not limited to, useful lives of property and equipment, commitments and contingencies, valuation and impairment of goodwill and intangibles, sales returns and allowances, and inventory valuation.

Cash and Cash Equivalents – Cash and cash equivalents include cash on hand and amounts on deposit with banks. The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Fair Value Measurements – The guidance for fair value measurements establishes the authoritative definition for fair value, sets out a framework for measuring fair value and outlines the required disclosures regarding fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The Company uses a three-tier fair value hierarchy based upon observable and non-observable inputs as follows:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Inputs other than Level 1 that are either directly or indirectly observable.

Level 3: Unobservable inputs developed using the Company’s estimates and assumptions which reflect those that market participants would use.

Accounts Receivable – Accounts receivable are uncollateralized customer obligations due under normal trade terms generally requiring payment within 30 days from the invoice date. The Company determines its allowance for expected credit losses by considering a number of factors including the length of time trade accounts receivable are past due, application of the specific identification method, the customer’s current ability to pay its obligation to the Company, the Company’s previous loss history, and the condition of the industry and general economy as a whole.

Concentration of Credit Risk – The Company sells concrete products to customers primarily operating in the construction industry and located in the United States. The Company’s credit losses are provided for in the financial statements and have consistently been within management’s expectations. Other financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents. Such amounts may exceed federally insured limits. The Company reduces credit risk by depositing its cash with major credit worthy financial institutions within the United States. To date, the Company has not experienced any losses on its cash deposits. As of September 30, 2025, and September 30, 2024, no one customer held a concentration in total receivables. No single customer held a concentration in revenue in either period presented.

 

- 5 -


FOLEY PRODUCTS COMPANY, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD

ENDED SEPTEMBER 30, 2025 AND 2024

UNAUDITED

 

Inventories – Inventories are stated at the lower of cost or net realizable value, with cost being determined by the first-in, first-out method, including allowances for obsolescence.

Property, plant, and equipment – Property, plant and equipment are stated at cost, or fair market value if acquired through acquisition. Major renewals and betterments are charged to the property accounts while replacements, maintenance, and repairs, which do not improve or extend the lives of the respective assets, are charged to operations. The Company follows the policy of providing for depreciation by charging against income amounts sufficient to amortize the cost of property and equipment over their estimated useful lives. Depreciation is computed on the straight-line method principally as follows: 15-40 years for land improvements, buildings and improvements and 3-20 years for equipment.

Construction in progress is recorded at cost, and includes site development costs, development costs, and acquisition costs of the property under construction.

Acquisitions – The Company allocates the cost of an acquired business to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the date of acquisition. The Company generally allocates the purchase price based on either the income or the market approach, utilizing prices and other relevant information generated primarily by recent market transactions involving similar or comparable assets or liabilities, as well as historical experience. Any remaining cost in excess of the identifiable tangible and intangible net assets acquired is recorded as goodwill.

The Company has elected to apply the private company accounting alternative for intangible assets as developed by the Private Company Council (“PCC”) and outlined in Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-18, Accounting for Identifiable Intangible Assets in a Business Combination, which allows the Company to not separately recognize and measure at fair value: (a) customer-related intangibles (unless they are capable of being sold or licensed independent from the other assets of the acquired business) and (b) noncompetition agreements.

Goodwill – Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations. The Company has elected to apply the private company accounting alternative for goodwill as developed by the PCC and outlined in ASU 2014-2, Accounting for Goodwill, which allows goodwill to be amortized on a straight-line basis over the shorter of 10-years or the estimated useful life. The Company evaluates goodwill for impairment only if a triggering event occurred during the period, and upon the occurrence of a triggering event, the Company performs a qualitative assessment to determine whether a quantitative test is necessary. For the nine-month period ended September 30, 2025, and 2024 there was no impairment of goodwill.

Intangible Assets – Intangible assets consist primarily of patents and trademarks. The Company has elected to apply the private company accounting alternative for non-compete, customer relationships and certain other acquired intangibles and recorded them as a component of goodwill and did not recognize them in the purchase price allocation process. The Company considers all its intangible assets to have finite lives and are being amortized on the straight-line basis over the estimated lives of the respective assets and evaluated for impairment when an event or change in circumstances occurs that warrants such a review.

 

- 6 -


FOLEY PRODUCTS COMPANY, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD

ENDED SEPTEMBER 30, 2025 AND 2024

UNAUDITED

 

Sales Revenues – The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, revenue is recognized in accordance with a five-step revenue model, as follows:

 

  (i)

identify the contract with the customer.

 

  (ii)

identify the performance obligations in the contract.

 

  (iii)

determine the transaction price.

 

  (iv)

allocate the transaction price to the performance obligations.

 

  (v)

recognize revenue when the entity satisfies each performance obligation.

The Company recognizes revenues when the requisite performance obligation has been met, that is, when the Company transfers control of its products to customers, which depending on the terms of the underlying contract, is generally upon delivery. The Company’s contracts are short-term in nature, generally not exceeding 12 months, with payment terms varying by the type and location of products or services offered; however, the period between invoicing and when payment is due is not significant.

Sales Taxes – Taxes imposed on sales by the states in which the Company operates are offset against sales, and the net amount is reported in revenue.

Shipping and Handling Costs – The Company recognized shipping and handling costs of $31,056,502 and $27,458,673 in cost of sales in the statements of income for the nine-month period ended September 30, 2025, and 2024, respectively.

Advertising – Advertising costs are expensed as incurred. The Company recognized $5,530 and $1,740 of advertising costs in the statements of income for the nine-month period ended September 30, 2025, and 2024, respectively.

Share-Based Compensation – The Company accounts for share-based compensation under ASC 718, Stock Compensation (“ASC 718”). ASC 718 addresses the accounting for transactions in which an entity obtains services in share-based payment transactions and requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. The Company ratably expenses, over the vesting period, the fair value of the award at the date of grant. Please see further discussion in Note 14.

Derivatives - The Company’s derivative financial instruments are accounted for under the provisions of ASC 815, Derivatives and Hedging (“ASC 815”). In accordance with ASC 815, the Company measures all derivatives at fair value and recognizes them in the consolidated balance sheet as an asset or liability, depending on the Company’s rights or obligations under the applicable derivative contract.

As further described in Note 10, on the date the derivative instrument was entered into, the Company did not designate the derivative as a hedge. Changes in the fair value of a derivative that is not designated as a hedge are recorded in Interest Expense.

Income Taxes – The Company qualifies as a disregarded entity for federal and state income tax purposes. Therefore, no provision for current or deferred income taxes has been included in the accompanying consolidated financial statements since each member’s share of income or loss is reported on their respective income tax returns.

US GAAP requires management to evaluate positions taken by the Company and recognize a tax liability if the Company has taken an uncertain tax position that more likely than not would not be sustained upon examination by the Internal Revenue Service or state or local taxing authorities. Management has analyzed the tax positions taken by the Company and has concluded that as of September 30, 2025, and 2024, there are no uncertain positions taken or expected to be taken that would require recognition of a liability or disclosure in the consolidated financial statements. The Company is subject to routine audits by taxing jurisdictions.

 

- 7 -


FOLEY PRODUCTS COMPANY, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD

ENDED SEPTEMBER 30, 2025 AND 2024

UNAUDITED

 

Leases – Leases are recognized under ASC 842, Leases (“ASC 842”). The Company determines if an arrangement contains a lease in whole or in part at the inception of the contract. Right-of-use (ROU) assets represent the Company’s right to use an underlying asset for the lease term while lease liabilities represent the Company’s obligation to make lease payments arising from the lease. All leases greater than 12 months result in the recognition of a ROU asset and a liability at the lease commencement date based on the present value of the lease payments over the lease term. The Company also elected the practical expedient to use the risk-free rate in determining the present value of our lease liabilities as allowed under ASU 2021-09, Discount Rate for Lessees That Are Not Public Business Entities. Please see further discussion in Note 12.

NOTE 3: Receivables, Net

Components of receivables, net are as follows:

 

     September 30, 2025      September 30, 2024  

Trade receivables

   $ 73,213,999      $ 64,398,338  

Other receivables

     32,064        10,413  
  

 

 

    

 

 

 

Total receivables

     73,246,063        64,408,751  

Less: Allowance for expected credit losses

     (400,000      (849,073
  

 

 

    

 

 

 

Receivables, net

   $ 72,846,063      $ 63,559,678  
  

 

 

    

 

 

 

NOTE 4: Inventories

Components of inventories are as follows:

 

     September 30, 2025      September 30, 2024  

Finished products

   $ 19,906,187      $ 17,205,284  

Purchased products for resale

     2,082,982        2,408,093  

Raw materials

     14,264,983        12,816,808  
  

 

 

    

 

 

 

Inventories

   $ 36,254,152      $ 32,430,185  
  

 

 

    

 

 

 

 

- 8 -


FOLEY PRODUCTS COMPANY, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD

ENDED SEPTEMBER 30, 2025 AND 2024

UNAUDITED

 

NOTE 5: Property, Plant and Equipment, Net

Components of property, plant and equipment are as follows:

 

     September 30, 2025      September 30, 2024  

Land and land improvements

   $ 47,981,623      $ 46,253,147  

Buildings and improvements

     43,504,875        44,515,341  

Equipment

     105,895,981        98,667,339  

Construction-in-progress

     11,735,027        5,258,566  

Financing lease right-of-use assets

     5,465,624        5,489,441  
  

 

 

    

 

 

 

Total property, plant and equipment

     214,583,130        200,183,834  

Less: accumulated depreciation & amortization

     (95,883,345      (84,377,709
  

 

 

    

 

 

 

Net property, plant and equipment

   $ 118,699,785      $ 115,806,125  
  

 

 

    

 

 

 

For the nine-month period ended September 30, 2025, and 2024, the Company recognized depreciation expense related to property, plant and equipment of $9,165,136 and $8,806,684, respectively. For the nine-month period ended September 30, 2025, and 2024, $9,165,136 and $8,801,827, respectively, are recorded in cost of sales with the remainder recorded in depreciation & amortization in the statements of income.

NOTE 6: Goodwill

Components of goodwill, net are as follows:

 

     September 30, 2025      September 30, 2024  

Goodwill

     18,148,492        18,148,492  

Less: Accumulated amortization

     (4,963,060      (3,148,211
  

 

 

    

 

 

 

Goodwill, net

   $ 13,185,432      $ 15,000,281  
  

 

 

    

 

 

 

For the nine-month period ended September 30, 2025, and 2024, the Company recognized amortization expense related to goodwill of $1,361,137 and $1,361,137, respectively, in the statements of income.

Future expected amortization of goodwill as of September 30, 2025, is as follows:

 

2025 (Remainder)

   $ 453,712  

2026

     1,814,849  

2027

     1,814,849  

2028

     1,814,849  

2029

     1,814,849  

Thereafter

     5,472,324  
  

 

 

 

Total

   $ 13,185,432  
  

 

 

 

 

- 9 -


FOLEY PRODUCTS COMPANY, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD

ENDED SEPTEMBER 30, 2025 AND 2024

UNAUDITED

 

NOTE 7: Intangible assets, net

Components of intangible assets, net are as follows:

 

     September 30, 2025      September 30, 2024  

Intangible assets

   $ 3,584,392      $ 3,584,392  

Less: Accumulated amortization

     (477,918      (238,960
  

 

 

    

 

 

 

Intangible assets, net

   $ 3,106,474      $ 3,345,432  
  

 

 

    

 

 

 

On September 21, 2023, the Company acquired from Pre-con Products the entire worldwide rights, title, and interest in and to the covered intellectual property of StormPrism™ with related patents and trademarks. StormPrism™ is an innovative underground stormwater storage system. It provides a way to store large volumes of captured stormwater underground in a more efficient and safe manner than other products in the market. The intangible assets acquired are valued based on a $3,000,000 upfront payment and the net present value of annual $100,000 future payments through 2030. The net present value of payments due in 2025 of $96,370 are recorded under other current liabilities, and the net present value of payments due in 2026 to 2030 of $342,003 are recorded under other non-current liabilities.

For the nine-month period ended September 30, 2025, and 2024, the Company recognized amortization expense related to intangible assets of $179,219 and $179,219, respectively, in the statements of income.

Future expected amortization of intangible assets as of September 30, 2025, is as follows:

 

2025 (Remainder)

   $ 59,740  

2026

     238,959  

2027

     238,959  

2028

     238,959  

2029

     238,959  

Thereafter

     2,090,898  
  

 

 

 

Total

   $ 3,106,474  
  

 

 

 

NOTE 8: Related-Party Transactions

Fees were paid to The Concrete Company (“TCC”) by the Company during the nine-month period ended September 30, 2025, and 2024 in the amount of $1,143,421 and $1,168,755, respectively, which represents the management services utilized by the Company and provided by TCC under a management services agreement.

The Company carries out transactions with TCC and various entities under common control of TCC in the normal course of business. During the nine-month period ended September 30, 2025, and 2024, the Company made payments for purchases of inventories and services from affiliates under common control of $427,797and $519,364, respectively.

 

- 10 -


FOLEY PRODUCTS COMPANY, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD

ENDED SEPTEMBER 30, 2025 AND 2024

UNAUDITED

 

NOTE 9: Long-Term Debt

Long-term debt is summarized as follows:

 

     September 30, 2025      September 30, 2024  

Term loan

   $ 243,852,688      $ 264,777,688  

Less:

     

Current maturities

     (3,700,000      (3,700,000

Unamortized debt discount and issuance costs

     (6,764,026      (8,845,265
  

 

 

    

 

 

 

Long-term debt, net of current maturities

   $ 233,388,662      $ 252,232,423  
  

 

 

    

 

 

 

On December 29, 2021, the Company entered into a term loan (the “Term Loan”) with a bank, collateralized with certain assets. The Term Loan requires quarterly principal payments of $925,000 and monthly interest-only payments at 4.90% plus the Secured Overnight Financing Rate (SOFR) (4.30% at September 30, 2025, and 5.33% at September 30, 2024). The Term Loan matures on December 29, 2028.

On October 9, 2024, the Company entered into an interest rate cap agreement with a notional amount of $100,000,000 of Term Loan debt which limits SOFR to 4.00%. The termination date is December 31, 2026. For the nine-month period ended September 30, 2025, the Company did not record any mark-to-market adjustments as they were immaterial.

The effective interest rates at September 30, 2025, and 2024 were 9.20% and 10.23%, respectively.

On December 29, 2021, the Company also entered into a $35 million revolving credit facility agreement with a bank (the “Revolver”), which carries interest at 4.90% plus SOFR and is payable quarterly once incurred. The full amount of the Revolver was available for use as of September 30, 2025, and 2024. The Company pays a commitment fee of 0.5% on the unused portion of the Revolver. Interest is payable quarterly as incurred. The Revolver is secured by the assets of the Company and matures December 29, 2026.

The Term Loan and the Revolver agreements are subject to certain financial covenants, and as of September 30, 2025, the Company was in compliance with those covenants.

Maturities of long-term debt are as follows:

 

2025 (Remainder)

   $ 925,000  

2026

     3,700,000  

2027

     3,700,000  

2028

     235,527,688  
  

 

 

 

Total

   $ 243,852,688  
  

 

 

 

Debt discount and issuance costs consists of:

 

     September 30, 2025      September 30, 2024  

Debt discount and issuance costs

   $ 14,557,225      $ 14,557,225  

Less: Accumuated amortization

     (7,793,199      (5,711,960
  

 

 

    

 

 

 

Unamortized debt discount and issuance costs, net

   $ 6,764,026      $ 8,845,265  
  

 

 

    

 

 

 

 

- 11 -


FOLEY PRODUCTS COMPANY, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD

ENDED SEPTEMBER 30, 2025 AND 2024

UNAUDITED

 

NOTE 10: Commitments and Contingencies

The Company is subject to various claims and lawsuits arising in the ordinary course of business. In the opinion of management, the ultimate resolution of these matters will not have a material effect on the consolidated financial statements of the Company.

NOTE 11: Leases

Leases are categorized at their commencement date, which is the date the Company takes possession or control of the underlying asset, and it determines if an arrangement is a lease at inception of the contract, as either financing or operating. The Company has both operating and finance leases for buildings, land, and equipment.

Lease right-of-use assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. Many of the lease agreements contain renewal or termination clauses that are factored into the determination of the lease term if it is reasonably certain that these options would be exercised.

The following table presents supplemental balance sheet information related to leases:

 

Operating Leases

   2025      2024  

Right-of-use asset - operating

   $ 4,109,003      $ 4,051,410  

Current operating lease liabilities

     313,625        287,899  

Noncurrent operating lease liabilities

     3,907,441        3,807,219  
  

 

 

    

 

 

 

Total operating lease liabilities

   $ 4,221,066      $ 4,095,118  
  

 

 

    

 

 

 

Financing Leases

   2025      2024  

Right-of-use asset - financing

   $ 5,465,624      $ 5,489,441  

Right-of-use asset - accumulated amortization

     (2,295,897      (1,770,909
  

 

 

    

 

 

 

Total right-of-use asset - financing

     3,169,727        3,718,532  
  

 

 

    

 

 

 

Current financing lease liabilities

     47,919        51,164  

Non-current financing lease liabilities

     33,586        81,505  
  

 

 

    

 

 

 

Total financing lease liabilities

   $ 81,505      $ 132,669  
  

 

 

    

 

 

 

The following table presents the weighted average remaining lease term and discount rate:

 

Operating Leases

   2025     2024  

Weighted average remaining lease term (years)

     15.2       15.4  

Weighted average discount rate

     3.1     2.9

Financing Leases

   2025     2024  

Weighted average remaining lease term (years)

     27.8       27.5  

Weighted average discount rate

     4.2     4.1

 

- 12 -


FOLEY PRODUCTS COMPANY, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD

ENDED SEPTEMBER 30, 2025 AND 2024

UNAUDITED

 

The Company recognized lease costs in the statements of income for the nine-month period ended September 30, 2025 and 2024, respectively as follows:

 

Operating Lease Costs

   2025      2024  

Operating lease costs

   $ 328,097      $ 304,856  

Financing Lease Costs

   2025      2024  

Amortization

   $ 411,078      $ 426,059  

Interest on lease liabilities

   $ 3,037      $ 4,464  

The following table presents future undiscounted lease payments for the Company’s operating and finance lease liabilities as of September 30, 2025:

 

     Operating Leases      Financing Leases  

2025

   $ 108,703      $ 13,250  

2026

     441,844        46,171  

2027

     446,960        20,673  

2028

     348,994        4,598  

2029

     340,068        —   

Thereafter

     3,718,538        —   
  

 

 

    

 

 

 

Total future lease payments

   $ 5,405,106      $ 84,692  
  

 

 

    

 

 

 

Less: imputed interest

     (1,184,041      (3,187
  

 

 

    

 

 

 

Present value of right-of-use lease liabilities

   $ 4,221,066      $ 81,505  
  

 

 

    

 

 

 

The following table presents supplemental cash flow and other information related to leases for the nine-month period ended:

 

Operating Leases

   2025      2024  

Cash flows from operating activities:

     

Operating leases - noncash lease expense

   $ 259,033      $ 281,994  

Operating leases - change in lease liabilities

   $ (246,625    $ (274,389

Financing Leases

   2025      2024  

Cash flows from operating activities:

     

Financing leases - amortization of right-of- use asset

   $ 411,078      $ 426,059  

Cash flows from financing activities:

     

Principal payments on financing leases

   $ (37,944    $ (1,838

Non Cash Disclosures

   2025      2024  

Right-of-use assets obtained in exchange for new operating lease liabilities

   $ 372,572      $ —   

Right-of-use assets obtained in exchange for new financing lease liabilities

   $ —       $ 20,893  

 

- 13 -


FOLEY PRODUCTS COMPANY, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD

ENDED SEPTEMBER 30, 2025 AND 2024

UNAUDITED

 

NOTE 12: Employee Benefit Plan

The Company’s 401(k) retirement plan covering substantially all of its employees. Employees are fully vested in Company contributions after 3 years of service. The Company matches 50% of employee contributions each plan year up to a maximum of 8%. Approximately $684,000 and $442,000 was expensed for the Company’s contributions during the nine-month period ended September 30, 2025, and 2024, respectively, and is included in general and administrative expenses in the accompanying statements of income.

NOTE 13: Member’s Equity

The Company is solely owned by FPC HoldCo, LLC (“FPCH”), which was set up on December 28, 2021, as the Company’s sole Member. The membership interests of FPCH are divided into three classes of units denominated as common, preferred, and incentive units as defined in FPCH’s operating agreement (“Common Members”, “Preferred Members”, “Incentive Members”, respectively). Common and preferred units represent a voting equity interest in FPCH. Incentive units are non-voting.

Certain members of management are included in a profits interest program of FPCH and awarded incentive units. 50% of the units vest over a five-year period. The other 50% vest upon a change in control. The Company previously determined that the fair value of the units awarded prior to 2023 and the related compensation expense is immaterial.

Certain members of management who joined in 2023 were awarded incentive units. For most of the units, 75% vest over a five-year period and the other 25% vest upon a change in control. The Company has estimated the fair value of those units on a non-marketable, minority interest basis using Level II inputs. For the nine-month period ended September 30, 2025, and 2024, the Company recognized share-based compensation expense related to these awards of $2,163,722 and $2,163,722, respectively, in the statements of income.

Earnings are distributed as determined by the Board of Directors, as defined by and pursuant to the Company’s operating agreement.

NOTE 14: Subsequent Events

The Company has evaluated all transactions that may qualify for subsequent event disclosure through November 5, 2025, which is the date the consolidated financial statements are available to be issued.

The Company announced on October 16, 2025 that it entered into a definitive agreement to be acquired by Commercial Metals Company (“CMC”). The transaction has been approved by the boards of directors of CMC and the Company. The closing of the transaction is expected to occur in a timely manner following customary regulatory review and is subject to customary closing conditions.

No other significant subsequent events have been identified that would require adjustment of or disclosure in the accompanying consolidated financial statements.

 

- 14 -

EX-99.3 4 d933510dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

EXCERPTS FROM THE PRELIMINARY OFFERING MEMORANDUM DATED NOVEMBER 12, 2025

AND INVESTOR PRESENTATION

Excerpts from the Preliminary Offering Memorandum dated November 12, 2025

Beyond our mills, we are making investments to meet customer demand and strengthen our core offerings by growing our capabilities in higher margin, more specialized solutions, particularly within our Emerging Businesses Group segment. These undertakings include the expansion of CMC’s post-tension cable production, adding a second GalvaBar coating line, and increasing geogrid manufacturing capacity.

***

Elsewhere in this offering memorandum, we provide an estimate of net leverage, which is defined as net debt (after giving effect to the offering and the intended use of proceeds, including to fund the purchase price for the Foley Acquisition) divided by combined core EBITDA. The net leverage calculation does not reflect the impact of the CP&P Acquisition. Net debt is defined as total debt less cash and cash equivalents. Total debt is defined as long-term debt plus current maturities of long-term debt. A reconciliation of long-term debt to net debt, as adjusted to give effect to this offering and the intended use of proceeds, is provided below.

 

     August 31, 2025  
     (in thousands,
except ratio)
 

Long-term debt

   $ 1,319,769  

New senior notes due 2033 and 2035

     2,000,000  

Current maturities of long-term debt

     44,289  
  

 

 

 

Total debt

     3,364,085  

Less: cash and cash equivalents

     1,043,252  

Less: expected cash proceeds

     135,000  
  

 

 

 

Net debt

   $ 2,185,833  

Combined core EBITDA

   $ 1,010,071  

Net leverage

     2.2  

***

[W]e expect to enter into a third amendment to the Credit Agreement concurrently with the closing of the Foley Acquisition (such amendment, the “Third Amendment”), which will increase the borrowing capacity under the Revolver to $1,000.0 million and extend the maturity date five years from the effective date of the Third Amendment.


Excerpts from the Investor Presentation

 

LOGO

 

LOGO

EX-99.4 5 d933510dex994.htm EX-99.4 EX-99.4

Exhibit 99.4

News Release

Commercial Metals Company Announces Proposed Private Offering of $2,000 Million Senior Notes

IRVING, Texas, November 12, 2025 /PRNewswire/ – Commercial Metals Company (NYSE: CMC) (“CMC” or the “Company”) announced today that it intends to offer to sell, subject to market and other conditions, $2,000 million in aggregate principal amount of new senior unsecured notes (the “Notes”) in an offering (the “Offering”) exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).

Final terms of the Offering will be determined at the time of pricing. The Notes will be CMC’s senior unsecured obligations and will rank equally with all of its existing and future senior unsecured indebtedness.

CMC intends to use the net proceeds from the sale of the Notes to fund the purchase price for the Company’s previously announced acquisition of all of the issued and outstanding equity securities of entities that own Foley Products Company, LLC (such transaction, the “Foley Acquisition”) and transaction-related fees and expenses and for general corporate purposes.

The Offering of the Notes is not conditioned upon, and will be consummated before, the closing of the Foley Acquisition, and the closing of the Foley Acquisition is not contingent upon the completion of the Offering. In the event that the Foley Acquisition is not completed on or prior to October 15, 2026, or if prior to such date, the securities purchase agreement with respect to the Foley Acquisition is terminated, CMC will be required to redeem all of the Notes at a redemption price equal to 100% of the initial issue price of the Notes plus accrued and unpaid interest from the date of issuance, or from the most recent date to which interest has been paid or provided for, to but not including the special mandatory redemption date.

The Notes will be offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S. persons outside the United States in accordance with Regulation S under the Securities Act. The Notes will not be registered under the Securities Act or the securities laws of any other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdictions’ securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities, nor shall there be any sale of the Notes or any other securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. Any offer, if at all, will be made only pursuant to Rule 144A or Regulation S under the Securities Act.

About CMC

CMC is an innovative solutions provider helping build a stronger, safer, and more sustainable world. Through an extensive manufacturing network principally located in the United States and Central Europe, we offer products and technologies to meet the critical reinforcement needs of the global construction sector. CMC’s solutions support early-stage construction across a wide variety of applications, including infrastructure, non-residential, residential, industrial, and energy generation and transmission.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the federal securities laws with respect to CMC’s expectations concerning the Offering and the Foley Acquisition. These forward-looking statements can generally be identified by phrases such as we or our management “expects,” “anticipates,” “believes,” “estimates,” “intends,” “plans to,” “ought,” “could,” “will,” “should,” “likely,” “appears,” “projects,” “forecasts,” “outlook” or other similar words or phrases. There are inherent risks and uncertainties in any forward-looking statements. We caution readers not to place undue reliance on any forward-looking statements.


CMC’s forward-looking statements are based on management’s expectations and beliefs as of the time this news release was prepared. Although we believe that our expectations are reasonable, we can give no assurance that these expectations will prove to have been correct, and actual results may vary materially. Except as required by law, we undertake no obligation to update, amend or clarify any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events, new information or circumstances or any other changes. Important factors that could cause actual results to differ materially from our expectations include those described in our filings with the Securities and Exchange Commission, including, but not limited to, in Part I, Item 1A, “Risk Factors” of our annual report on Form 10-K for the fiscal year ended August 31, 2025, as well as the following: changes in economic conditions which affect demand for our products or construction activity generally, and the impact of such changes on the highly cyclical steel industry; rapid and significant changes in the price of metals, potentially impairing our inventory values due to declines in commodity prices or reducing the profitability of downstream contracts within our vertically integrated steel operations due to rising commodity pricing; excess capacity in our industry, particularly in China, and product availability from competing steel mills and other steel suppliers including import quantities and pricing; the impact of additional steelmaking capacity expected to come online from a number of ongoing electric arc furnace projects in the U.S.; the impact of geopolitical conditions, including political turmoil and volatility, regional conflicts, terrorism and war on the global economy, inflation, energy supplies and raw materials; litigation claims and settlements, court decisions, regulatory rulings and legal compliance risks, including those related to the unfavorable judgment against us in the Pacific Steel Group litigation; our ability to successfully identify, consummate and integrate acquisitions and realize any or all of the anticipated synergies or other benefits of acquisitions; the effects that acquisitions may have on our financial leverage; risks associated with acquisitions generally, such as the inability to obtain, or delays in obtaining, required approvals under applicable antitrust legislation and other regulatory and third-party consents and approvals increased attention to environmental, social and governance (“ESG”) matters, including any targets or other ESG, environmental justice or regulatory initiatives; operating and startup risks, as well as market risks associated with the commissioning of new projects could prevent us from realizing anticipated benefits and could result in a loss of all or a substantial part of our investments; impacts from global public health crises on the economy, demand for our products, global supply chain and our operations; compliance with and changes in existing and future laws, regulations and other legal requirements and judicial decisions that govern our business, including increased environmental regulations associated with climate change and greenhouse gas emissions; involvement in various environmental matters that may result in fines, penalties or judgments; evolving remediation technology, changing regulations, possible third-party contributions, the inherent uncertainties of the estimation process and other factors that may impact amounts accrued for environmental liabilities; potential limitations in our or our customers’ abilities to access credit and non-compliance with their contractual obligations, including payment obligations; activity in repurchasing shares of our common stock under our share repurchase program; financial and non-financial covenants and restrictions on the operation of our business contained in agreements governing our debt; lower than expected future levels of revenues and higher than expected future costs; failure or inability to implement growth strategies in a timely manner; the impact of goodwill or other indefinite-lived intangible asset impairment charges; the impact of long-lived asset impairment charges; currency fluctuations; global factors, such as trade measures, military conflicts and political uncertainties, including changes to current trade regulations, such as Section 232 trade tariffs and quotas, tax legislation and other regulations which might adversely impact our business; availability and pricing of electricity, electrodes and natural gas for mill operations; our ability to hire and retain key executives and other employees; competition from other materials or from competitors that have a lower cost structure or access to greater financial resources; information technology interruptions and breaches in security; our ability to make necessary capital expenditures; availability and pricing of raw materials and other items over which we exert little influence, including scrap metal, energy and insurance; unexpected equipment failures; losses or limited potential gains due to hedging transactions; risk of injury or death to employees, customers or other visitors to our operations; and civil unrest, protests and riots.

Media Contact:

Susan Gerber

(214) 689-4300