EX-99.2 4 ea026876501ex99-2_card.htm UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF RED CLAY INDUSTRIES, INC. AS OF SEPTEMBER 30, 2025 AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND THE NOTES RELATED THERETO

Exhibit 99.2

 

 

 

 

 

 

 

RED CLAY INDUSTRIES, INC.

 

 

UNAUDITED CONDENSED FINANCIAL STATEMENTS

 

NINE MONTHS ENDED SEPTEMBER 30, 2025

 

 

 

 

 

 

 

 

 

 

 

RED CLAY INDUSTRIES, INC.

UNAUDITED CONDENSED FINANCIAL STATEMENTS

Nine Months Ended September 30, 2025

 

TABLE OF CONTENTS

 

    Page No.
UNAUDITED CONDENSED FINANCIAL STATEMENTS:    
     
Condensed Balance Sheet   1
Condensed Statement of Income   2
Condensed Statement of Shareholders’ Equity   3
Condensed Statement of Cash Flows   4
Notes to Condensed Financial Statements   5

 

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RED CLAY INDUSTRIES, INC. 

UNAUDITED CONDENSED BALANCE SHEET

 

ASSETS  September 30,
2025
 
Current assets:    
Cash  $2,090,203 
Accounts receivable   7,123,370 
Contract assets   1,208,228 
Prepaid expenses   10,422 
Total current assets   10,432,223 
Property and equipment:     
Machinery and equipment   13,217,238 
Furniture and fixtures   26,073 
Vehicles   5,022,664 
Buildings   292,469 
Less: accumulated depreciation   (10,042,267)
Property and equipment, Net   8,516,177 
Total assets  $18,948,400 
      
LIABILITIES AND SHAREHOLDERS’ EQUITY     
Current liabilities:     
Accounts payable  $689,472 
Accrued expenses and other current liabilities   880,617 
Contract liabilities   1,107,357 
Current portion of notes payable   1,221,632 
Total current liabilities   3,899,078 
      
Long-term liabilities:      
Notes payable, less current portion   1,166,697 
      
Total liabilities   5,065,775 
      
Shareholders’ Equity:     
Common stock, no par value, 100,000 shares authorized, 1,000 shares issued and outstanding (Class A 10 shares, Class B 990 shares)   1,500 
Additional paid-in-capital   25,000 
Due from shareholder   (27,395)
Retained earnings   13,883,520 
Total shareholders’ equity   13,882,625 
Total liabilities and shareholders’ equity  $18,948,400 

 

See accompanying notes

 

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RED CLAY INDUSTRIES, INC.

UNAUDITED CONDENSED STATEMENT OF INCOME

 

   Nine months
ended
September 30,
2025
 
Revenue  $37,130,494 
Cost of revenue, excluding depreciation   30,128,634 
General and administrative   1,450,020 
Administrative wages and benefits   2,356,097 
Depreciation expense   1,206,185 
Income from operations   1,989,558 
Other income (expense):     
Interest income   928 
Interest expense   (209,535)
Total other income (expense)   (208,607)
Net income before taxes   1,780,951 
Income tax expense   (227,722)
Net income  $1,553,229 

 

See accompanying notes

 

2

 

RED CLAY INDUSTRIES, INC.

UNAUDITED CONDENSED STATEMENT OF SHAREHOLDERS’ EQUITY

 

    Nine Months Ended September 30, 2025  
    Common
Stock
    Additional
Paid-In Capital
    Due from Shareholder     Retained
Earnings
    Total  
Balance, January 1, 2025   $ 1,500     $ 25,000     $ (27,395 )   $ 13,330,291     $ 13,329,396  
Net income     -       -       -       1,553,229       1,553,229  
Shareholder Distributions     -       -       -       (1,000,000 )     (1,000,000 )
Balance, September 30, 2025   $ 1,500     $ 25,000     $ (27,395 )   $ 13,883,520     $ 13,882,625  

 

See accompanying notes

 

3

 

RED CLAY INDUSTRIES, INC. 

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS

 

   Nine months
ended
September 30,
2025
 
Cash flows from operating activities:    
Net income  $1,553,229 
Adjustments to reconcile net income to net cash flows from operating activities:     
Depreciation   1,206,185 
Bad debt expense   137,440 
Changes in operating assets and liabilities:     
Accounts receivable   (1,688,409)
Contract assets   67,953 
Prepaid expenses   4,016 
Accounts payable and accrued expenses   (1,025,449)
Contract liabilities   426,800 
Net cash flows from operating activities   681,765 
      
Cash flows from investing activities:    
Purchase of property and equipment   (160,000)
Net cash flows from investing activities   (160,000)
      
Cash flows from financing activities:     
Shareholder distributions paid   (1,000,000)
Payments on notes payable   (1,395,444)
Net cash flows from financing activities   (2,395,444)
      
Net change in cash and cash equivalents   (1,873,679)
Cash and cash equivalents, beginning of period   3,963,882 
Cash and cash equivalents, end of period  $2,090,203 
      
Supplemental disclosures of cash flow information:     
Interest paid  $209,535 
Income taxes paid  $227,722 

 

See accompanying notes

 

4

 

RED CLAY INDUSTRIES, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS 

SEPTEMBER 30, 2025

 

1.ORGANIZATION, OWNERSHIP, AND BASIS OF PRESENTATION:

 

Organization and Nature of Business – Red Clay Industries, Inc. (the “Company” or “Red Clay”) is a North Carolina corporation organized in 1996 to provide asphalt paving, curbing, resurfacing, and related services to commercial and municipal customers. Ownership of the Company is held by two equity holders under common control.

 

Acquisition by Aviator Paving Company Charlotte, LLC – On October 1, 2025, Aviator Paving Company Charlotte, LLC (the “Buyer”) acquired substantially all of the operating assets and assumed certain specified liabilities of the Company pursuant to an Asset Purchase Agreement (“APA”). The acquired assets included equipment, vehicles, accounts receivable, prepaid expenses, leasehold rights, and certain customer contracts identified as “Assumed Contracts.” The Buyer also assumed certain trade payables and obligations arising under the Assumed Contracts after the closing date.

 

The APA specifically excluded cash and cash equivalents, contracts not designated as Assumed Contracts, borrowings, and other items listed in the schedules to the APA. Liabilities of the Company not expressly assumed by the Buyer remained with the seller.

 

Basis of Accounting and Use of Estimates

 

The accompanying Condensed Financial Statements as of September 30, 2025 and for the nine months ended September 30, 2025 are unaudited and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. They have been prepared on the same basis as the audited annual financial statements, and in the opinion of management, include all normal recurring adjustments necessary for a fair presentation of the results for the interim periods presented.

 

The Condensed Balance Sheet at September 30, 2025 was derived from audited financial statements but does not include all disclosures required by GAAP. These interim financial statements should be read in conjunction with the Company’s audited financial statements. The results for the nine months ended September 30, 2025 are not necessarily indicative of results for the full year or any future period. Preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, as well as related disclosures of contingent assets and liabilities. Actual results could differ from those estimates.

 

Basis of Presentation – The accompanying carve-out financial statements present the historical financial position and results of operations of the Company as acquired under the APA. All revenues, expenses, cash activity, and substantially all assets and liabilities of the acquired business were recorded directly in the Company’s books and records. The Company also recorded charges for facilities and aircraft owned by related entities under common ownership. Accordingly, the carve-out financial statements reflect the full cost structure of the acquired business, and no additional allocations of shared costs or overhead were necessary.

 

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Because the Company is a single legal entity, no intercompany balances or eliminations are required in these carve-out financial statements. Related-party transactions with entities under common ownership, including lease payments for real estate and charges associated with the aircraft, are reflected in the results of operations and disclosed separately in the related-party footnote.

 

The carve-out financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and are intended to present the historical financial position and results of operations of the business acquired under the APA.

 

Exclusions of Other Entities – Historically, the Company consolidated certain affiliated entities, including a wholly owned subsidiary and variable interest entities (“VIEs”). For purposes of these carve-out financial statements, the VIEs are excluded entirely, as they were not acquired under the APA and are not relevant to the ongoing operations of the acquired business.

 

2.CONTRACT ASSETS AND LIABILITIES:

 

Contract assets and liabilities consisted of the following amounts:

 

   September 30,
2025
 
Contract assets:    
Revenue in excess of billings  $454,567 
Conditional retainage   753,661 
Total contract assets   1,208,228 
      
Contract liabilities:     
Billings in excess of revenue   1,109,978 
Less: Conditional retainage   (2,621)
Total contract liabilities   1,107,357 
Net contract assets  $100,871 

 

Conditional retainage is a type of contract asset but is reported in the table above and on the balance sheet within “Contract assets” and “Contract liabilities” on a contract-by-contract basis. The Company’s total conditional retainage receivable balance was $756,282 at September 30, 2025.

 

The table below sets forth costs incurred, estimated earnings and billings on uncompleted contracts through September 30, 2025:

 

Costs incurred on uncompleted projects  $40,016,765 
Estimated earnings   16,122,756 
    56,139,521 
Less billings to date   56,038,650 
   $100,871 

 

See accompanying notes

 

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3.NOTES PAYABLE:

 

The Company’s total notes payable are on the condensed balance sheet as follows at September 30, 2025:

 

Notes payable  $2,388,329 
Less: current portion   (1,221,632)
Notes payable, less current portion  $1,166,697 

 

Annual principal maturities on notes payable outstanding at September 30, 2025 are as follows:

 

 

Year Ending

  Amount 
Remaining 2025  $293,676 
2026   1,237,274 
2027   824,900 
2028   32,479 
   $2,388,329 

 

4.LINE OF CREDIT

 

There were no borrowings on the Company’s line of credit at September 30, 2025.

 

5.SHAREHOLDERS’ EQUITY

 

There were no changes in the number of Class A or Class B shares outstanding during the nine months ended September 30, 2025.

 

At September 30, 2025, the Company was owed $ 27,395 from a shareholder. The advance is non-interest bearing, has no stated repayment terms, and is due on demand. As such, the balance is presented as a reduction of shareholders’ equity rather than as an asset.

 

Certain transactions totaling $600,000 were recorded in the Company’s results that were not attributable to its operating activities and have been reclassified from expenses to Shareholder distributions within the condensed statement of shareholders’ equity.

 

6.RELATED PARTY TRANSACTIONS

 

During the nine months ended September 30, 2025, the Company engaged in transactions with the following related parties that are entities under common control of the Shareholders of the Company:

 

10306 Industrial, LLC (“Industrial”): The Company rents its primary office and equipment headquarters from Industrial with expense totaling $210,000 within General and administrative expenses on the condensed statement of income for the nine months ended September 30, 2025. The Company did not owe money to Industrial as of September 30, 2025.

 

See accompanying notes

 

7

 

Red Clay Aviation, LLC (“Aviation”): The Company pays Aviation for the use of an aircraft for the Shareholders with expense totaling $645,000 within General and administrative expenses on the condensed statement of income for the nine months ended September 30, 2025. The Company did not owe money to Aviation as of September 30, 2025.

 

Red Clay Corporation (“RC Corp”): The Company pays RC Corp for short term equipment rentals used on job sites with expense totaling $190,000 within “Cost of revenues, excluding depreciation” on the condensed statement of income for the nine months ended September 30, 2025. The Company did not owe money to RC Corp as of September 30, 2025.

 

7.SUBSEQUENT EVENTS:

 

Events and transactions occurring after September 30, 2025 have been evaluated to determine proper recognition and disclosure in the financial statements. Subsequent events and transactions were evaluated through November 21, 2025, which represents the date the financial statements were available to be issued.

 

As discussed in Note 1, on October 1, 2025, Aviator Paving Company Charlotte, LLC acquired substantially all of the operating assets and assumed certain liabilities of the Company pursuant to an Asset Purchase Agreement. The consideration consisted of cash, subject to customary working capital adjustments, together with services to be provided and paid for under a Transition Services Agreement. This transaction occurred subsequent to the balance sheet date and, accordingly, is not reflected in the accompanying carve-out financial statements.

 

On October 1, 2025, the Company entered into a real estate lease agreement with Industrial (a related party under common control, see Note 6) for its operating location and office space. The lease has an initial term of two years, with monthly rental payments of $40,000 during the first year and $50,000 during the second year. The Company has the option to renew the lease for up to two additional one-year periods on substantially similar terms.

 

See accompanying notes

 

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