Form 8-K/A
8-K/A — Suncrete, Inc.
Accession: 0001193125-26-231820
Filed: 2026-05-20
Period: 2026-04-28
CIK: 0002094433
SIC: 3272 (CONCRETE PRODUCTS, EXCEPT BLOCK & BRICK)
Item: Financial Statements and Exhibits
Documents
8-K/A — d227896d8ka.htm (Primary)
EX-99.1 (d227896dex991.htm)
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8-K/A
8-K/A (Primary)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 28, 2026
Suncrete, Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-43227
39-4989597
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification Number)
521 E. 2nd Street
Tulsa, Oklahoma 74120
(Address of principal executive offices, including zip code)
(918) 355-5700
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:
☐
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
Class A common stock, par value $0.0001 per share
RMIX
The Nasdaq Stock Market LLC
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. ☐
Introductory Note
On April 29, 2026, Suncrete, Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission (“SEC”) a Current Report on Form 8-K (as amended by Amendment No. 1 on Form 8-K/A, the “Original Form 8-K”) in connection with the completion of the Company’s acquisition of Hope Concrete, LLC, a Texas limited liability company (“Hope Concrete”), and its subsidiaries, Lafayette Concrete Division LLC, a Louisiana limited liability company, and Baton Rouge Concrete Division LLC, a Louisiana limited liability company, pursuant to that certain Membership Interest Purchase Agreement, dated as of April 28, 2026, by and between Concrete Partners, LLC, Suncrete Intermediate, Inc., Hope Concrete Intermediate Holdings, LLC, and certain owners of Hope Concrete signatory thereto (the “Acquisition”). This Current Report on Form 8-K/A (this “Amendment No. 2”) amends the Original Form 8-K to provide the historical financial statements and pro forma financial information as further described in Item 9.01 below.
The presentation of the Target Financial Statements (defined below), including the level of detail provided therein, is not necessarily indicative of how the Company intends to present its financial results in the future. The pro forma financial information included in this Amendment No. 2 has been presented for informational purposes only, as required by Form 8-K. Such pro forma financial information does not purport to represent the actual results of operations that the Company would have achieved had it completed the Acquisition prior to the periods presented in the pro forma financial information, and it is not intended as a projection of the future results of operations that the Company may achieve after the Acquisition. No other amendments are being made to the Original Form 8-K by this Amendment No. 2 . This Amendment No. 2 should be read in conjunction with the Original Form 8-K, which provides a more complete description of the Acquisition.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses or funds acquired.
The unaudited consolidated financial statements of Hope Concrete, LLC and accompanying notes related thereto as of and for the three months ended March 31, 2026 and 2025, are filed herewith as Exhibit 99.1 and incorporated by reference herein (the “Target Financial Statements”).
(b) Pro forma financial information.
The unaudited pro forma condensed combined balance sheet of the Company as of March 31, 2026, the unaudited pro forma condensed combined statement of comprehensive income for the three months ended March 31, 2026 and the year ended December 31, 2025, and the accompanying notes related thereto are filed herewith as Exhibit 99.2 and incorporated by reference herein.
(d) Exhibits
Exhibit
No.
Description
99.1
Unaudited consolidated financial statements of Hope Concrete, LLC and accompanying notes related thereto as of and for the three months ended March 31, 2026 and 2025.
99.2
Unaudited pro forma condensed combined financial information of Suncrete, Inc. and accompanying notes related thereto as of and for the three months ended March 31, 2026 and for the year ended December 31, 2025 (Incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K/A, filed with the SEC on May 20, 2026).
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SUNCRETE, INC.
Date: May 20, 2026
By:
/s/ Randall Edgar
Name:
Randall Edgar
Title:
Chief Executive Officer
EX-99.1
EX-99.1
Filename: d227896dex991.htm · Sequence: 2
EX-99.1
Exhibit 99.1
HOPE CONCRETE, LLC
CONSOLIDATED FINANCIAL STATEMENTS AND INDEPENDENT
ACCOUNTANT’S REVIEW AND COMPILATION REPORTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
HOPE CONCRETE, LLC
CONSOLIDATED FINANCIAL STATEMENTS AND INDEPENDENT
ACCOUNTANT’S REVIEW AND COMPILATION REPORTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
TABLE OF CONTENTS
Page
Independent Accountant’s Review Report on the March 31, 2026 Interim Consolidated
Financial Statements and Independent Accountant’s Compilation Report on the March 31, 2025 Interim Financial Statements
1-2
Unaudited Consolidated Financial Statements:
Consolidated Balance Sheets (Unaudited)
3
Consolidated Statements of Income (Loss) and Changes in Member’s Equity (Unaudited)
4
Consolidated Statements of Cash Flows (Unaudited)
5
Notes to Consolidated Financial Statements (Unaudited)
6-21
EDGIN, PARKMAN, FLEMING & FLEMING,
PC
CERTIFIED PUBLIC ACCOUNTANTS
MICHAEL D. EDGIN, CPA
1401 HOLLIDAY ST., SUITE 216 - P.O. BOX 750
DAVID L. PARKMAN, CPA
WICHITA FALLS, TEXAS 76307-0750
A. PAUL FLEMING, CPA
PH. (940) 766-5550 - FAX (940) 766-5778
JOSHUA R. HARMAN, CPA
Independent Accountant’s Review Report on the March 31, 2026 Interim
Consolidated Financial Statements and Independent Accountant’s Compilation
Report on the March 31, 2025 Interim Financial Statements
To the Member of
Hope Concrete,
LLC
Review of March 31, 2026 Interim Consolidated Financial Statements
We have reviewed the accompanying interim consolidated financial statements of Hope Concrete, LLC (a Texas Limited Liability Company) which
comprise the interim consolidated balance sheet as of March 31, 2026, and the related interim consolidated statements of income and changes in member’s equity, and cash flows for the three months then ended then ended, and the related
notes to the interim consolidated financial statements. A review includes primarily applying analytical procedures to management’s financial data and making inquiries of Company management. A review is substantially less in scope than an
audit, the objective of which is the expression of an opinion regarding the interim consolidated financial statements as a whole. Accordingly, we do not express such an opinion.
Management’s Responsibility for the Interim Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the interim consolidated financial statements in accordance with the
basis of accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of interim consolidated financial
statements that are free from material misstatement whether due to fraud or error.
Accountant’s Responsibility
Our responsibility is to conduct the review engagement in accordance with Statements on Standards for Accounting and Review Services
promulgated by the Accounting and Review Services Committee of the AICPA. Those standards require us to perform procedures to obtain limited assurance as a basis for reporting whether we are aware of any material modifications that should be made to
the interim consolidated financial statements for them to be in accordance with accounting principles generally accepted in the United States of America. We believe that the results of our procedures provide a reasonable basis for our conclusion.
We are required to be independent of Hope Concrete, LLC and to meet our other ethical responsibilities, in accordance with the relevant
ethical requirements related to our review.
1
Accountant’s Conclusion
Based on our review, we are not aware of any material modifications that should be made to the accompanying interim consolidated financial
statements in order for them to be in accordance with accounting principles generally accepted in the United States of America.
Compilation of
March 31, 2025 Interim Financial Statements
Management is responsible for the accompanying interim financial statements of Hope
Concrete, LLC, which comprise the balance sheet as of March 31, 2025, and the related interim statements of income (loss) and changes in member’s equity, and cash flows for the three months then ended then ended, and the related notes to
the interim financial statements in accordance with accounting principles generally accepted in the United States of America. We have performed a compilation engagement in accordance with Statements on Standards for Accounting and Review Services
promulgated by the Accounting and Review Services Committee of the AICPA. We did not audit or review the interim financial statements nor were we required to perform any procedures to verify the accuracy or completeness of the information provided
my management. We do not express an opinion, a conclusion, nor provide any assurance on the March 31, 2025 interim financial statements.
EDGIN, PARKMAN, FLEMING & FLEMING, PC
Wichita Falls, Texas
May 5, 2026
2
HOPE CONCRETE, LLC
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
MARCH 31, 2026 AND 2025
Reviewed
Compiled
2026
2025
ASSETS
Current assets:
Cash and cash equivalents
$
441,137
$
2,887,020
Accounts receivable:
Trade, net
7,318,222
6,196,153
Other receivables
215,693
104,114
Related party receivable
897,722
—
Inventory
1,327,269
1,101,600
Prepaid expenses
1,104,827
948,845
Total current assets
11,304,870
11,237,732
Other assets:
Accounts and notes receivable - related party
7,216,556
2,990,601
Property and equipment, net
17,363,562
17,100,887
Right-of-use
assets, net
5,781,703
312,473
Goodwill
28,060,394
24,918,238
Investment in captive insurance company
1,287,167
1,146,000
Deposit
70
70
Total other assets
59,709,452
46,468,269
Total assets
$
71,014,322
$
57,706,001
LIABILITIES AND MEMBER’S EQUITY
Current liabilities:
Accounts payable
$
5,311,979
$
4,338,024
Accrued expenses
1,783,911
1,076,070
Current income tax liability
150,115
526,658
Deferred income tax liability
4,619,235
3,556,318
Current portion of finance lease liability
266,360
53,976
Current portion of notes payable, net of deferred loan costs
4,113,141
2,739,050
Total current liabilities
16,244,741
12,290,096
Long-term liabilities:
Finance lease liability, net of current portion
5,831,690
311,925
Notes payable, net of current portion and deferred loan costs
22,447,426
20,771,689
Total long-term liabilities
28,279,116
21,083,614
Total liabilities
44,523,857
33,373,710
Member’s equity
26,490,465
24,332,291
Total liabilities and member’s equity
$
71,014,322
$
57,706,001
See Accompanying Notes and Independent Accountant’s Review and Compliation Report
3
HOPE CONCRETE, LLC
CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND CHANGES
IN MEMBER’S EQUITY (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
Reviewed
Compiled
2026
2025
Net sales
$
14,559,218
$
12,239,950
Cost of sales
11,507,189
10,799,648
Gross profit
3,052,029
1,440,302
Operating expenses:
General and administrative
1,404,115
1,574,973
Business development
15,415
97,436
Depreciation and amortization
226,157
77,538
Total operating expenses
1,645,687
1,749,947
Income (loss) from operations
1,406,342
(309,645
)
Other income (expense):
Interest income
1
276
Equipment rental
96,393
96,009
Management fees
60,000
60,000
Gain on disposal of property and equipment
33,970
—
Interest expense
(633,446
)
(443,249
)
Total other income (expense)
(443,082
)
(286,964
)
Net income (loss) before income tax expense
963,260
(596,609
)
Income tax expense
52,276
85,389
Net income (loss)
910,984
(681,998
)
Member’s equity, January 1,
25,579,481
25,014,289
Member’s equity, March 31
$
26,490,465
$
24,332,291
See Accompanying Notes and Independent Accountant’s Review and Compilation Report
4
HOPE CONCRETE, LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
Reviewed
Compiled
2026
2025
Cash flows from operating activities:
Net income (loss)
$
910,984
$
(681,998
)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Amortization of debt issuance costs
10,077
10,077
Amortization of right-of use asset
131,893
13,991
Depreciation
639,156
554,741
Deferred income taxes
22,253
55,366
(Gain) on disposal of property and equipment
(33,970
)
—
Changes in assets and liabilities:
(Increase) decrease in:
Trade receivables
(1,143,223
)
1,570,978
Other receivables
7,659
114,108
Related party receivable
(792,556
)
—
Inventory
(525,632
)
(362,370
)
Prepaid expenses
546,430
368,138
Increase (decrease) in:
Accounts payable
1,251,157
(1,711,014
)
Accrued expenses
(465,847
)
(628,227
)
Income tax liabilities
30,023
30,023
Net cash provided (used) by operating activities
588,404
(666,187
)
Cash flows from investing activities:
Purchase of property and equipment
(295,324
)
(321,119
)
Proceeds from sale of property and equipment
33,970
—
Issuance of accounts and notes receivable - related party
(441,594
)
(1,318,363
)
Net cash used by investing activities
(702,948
)
(1,639,482
)
Cash flows from financing activities:
Note payable borrowings
829,875
2,500,000
Finance lease repayments
(62,551
)
(12,388
)
Note payable repayments
(1,044,634
)
(897,030
)
Payment of debt issuance costs
—
(32,584
)
Net cash provided (used) by financing activities
(277,310
)
1,557,998
Net decrease in cash and cash equivalents
(391,854
)
(747,671
)
Cash and cash equivalents, January 1
832,991
3,634,691
Cash and cash equivalents, March 31
$
441,137
$
2,887,020
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest
$
633,446
$
443,249
Income taxes
$
—
$
—
See Accompanying Notes and Independent Accountant’s Review and Review Report
5
HOPE CONCRETE, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 2026 AND 2025
NOTE 1 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America.
Nature of Business
Hope Concrete, LLC, a Texas limited liability company, was formed on October 26, 2018. The Company is a manufacturer of ready-mix concrete with plants in Bonham, Sherman, Rhome, Commerce, and Gainesville, Texas. During 2024, the Company acquired a site in Celina, Texas for another plant, but it was not operational at March 31,
2026. The Company is headquartered in Bonham, Texas.
Wholly-Owned Subsidiary
On April 3, 2025, the Company formed a wholly-owned subsidiary, Lafayette Concrete Division, LLC. A Louisiana limited
liability company. Lafayette Concrete Division, LLC purchased the assets and liabilities of an existing concrete plant in Maurice, Louisiana and immediately started business in early April 2025.
Consolidated Financial Statements
For reporting purposes, the operations of Hope Concrete, LLC and its wholly-owned subsidiary are consolidated. All intra-entity
balances and transactions have been eliminated. As a result, the March 31, 2026 financials are consolidated and the March 31, 2025 reflect only the balances from Hope Concrete, LLC. The consolidated entity is referred to as the Company.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual
results could differ from these estimates.
Fair Value of Financial Instruments
In accordance with the reporting requirements of Accounting Standards Codification (ASC) 825-10-50, “Disclosures About Fair Value of Financial Instruments”, the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this statement
and includes this additional information in the notes to the financial statements when the fair value is different than the carrying value of those financial instruments. The carrying value of cash and cash equivalents, accounts receivable, accounts
payable, and accrued expenses approximate fair value because of the short-term nature of these items. The estimated fair value of the notes payable and line of credit also approximates its carrying value because the terms are comparable to similar
lending arrangements in the marketplace.
6
HOPE CONCRETE, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONT’D.)
MARCH 31, 2026 AND 2025
NOTE 1 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D.)
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.
The Company maintains cash balances in bank accounts that may, at times, exceed federally insured limits. The Company has incurred no losses from such accounts.
Accounts Receivable
Accounts receivable are recorded at net realizable value, which includes an allowance for credit losses to reflect any
anticipated losses on the collection of accounts receivables balance. The Company uses the allowance method of accounting for doubtful accounts. The year-end balance is based on historical collections and
management’s review of the current states of existing receivables and estimates as to their collectability.
After
all attempts to collect a receivable have failed, the receivable is written off against the allowance for credit losses. At March 31, 2026 and 2025, management has recorded an allowance of $298,122 and $256,309, respectively.
Inventory
Inventories typically consist of raw materials and are valued at the lowest of cost or net realizable value on a first-in, first-out (FIFO) basis. The Company reviews inventory balances to determine if the carrying amount exceeds their net realizable value. This review process
incorporates current industry and customer-specific trends, current operating plans, historical price activity and selling prices expected to be realized. If the carrying amount of inventory exceeds its estimated net realizable value, the carrying
values are adjusted accordingly.
Property and Equipment
The Company records purchases of property and equipment at cost less accumulated depreciation. Depreciation for financial
reporting purposes commences when the assets are placed in service on a straight-line basis over the estimated useful lives of the assets which are as follows:
Asset
Estimated
Useful Life
Equipment
5 years
Autos and Trucks
5 to 10 years
Buildings and Improvements
39 to 40 years
Leasehold improvements
15 years
Other Equipment
5 to 25 years
Land
Indefinite
7
HOPE CONCRETE, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONT’D.)
MARCH 31, 2026 AND 2025
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D.)
Expenditures for repairs and maintenance are charged to expenses as incurred. Expenditures for major renewals and betterments,
which extend the useful lives of existing property and equipment, are capitalized and depreciated. Upon retirement or disposition of property and equipment, the cost and related accumulated depreciation are removed from the accounts and any gain or
loss is recognized in the statement of income and changes in member’s equity.
Short-term Leases
The Company has elected to account for leases with a term of 12 months or less by recognizing the lease payments in profit or
loss on a straight-line basis over the term of the lease and any variable lease payments in the period in which the obligation for the payment is incurred.
Right-of-use Assets and Liabilities
Right-of-use assets derived from finance lease
agreements are amortized on a straight-line basis over the life of the agreement. Finance lease liabilities are treated similar to standard note payable transactions.
Goodwill
Goodwill represents the excess of the purchase price over the fair value of the net assets acquired, and is accounted for in
accordance with ASC 350, “Intangibles - Goodwill and Other”.
Goodwill is reviewed and tested for impairment
upon the occurrence of a triggering event. As of March 31, 2026 and 2025, management has determined there was no impairment of goodwill.
The Company adopted ASU 2014-18, an amendment to ASC 350. In accordance with ASU 2014-18, the Company does not recognize separately from goodwill, customer-related intangible assets, unless they are capable of being sold or licensed independently from other assets of the business, or
noncompetition agreements.
Impairment of Long-lived Assets
In accordance with ASC 360-10, “Accounting for the Impairment or Disposal of
Long-lived Assets”, the Company periodically reviews the carrying value of its long-lived assets, such as property and equipment, to test whether current events or circumstances indicate that such carrying value may not be recoverable. If the
tests indicate that the carrying value of the asset is greater than the expected cash flows to be generated by such asset, then an impairment adjustment is recognized for the excess of the carrying value over fair value. For the three months ended
March 31, 2026 and 2025, there were no impairments of long-lived assets.
8
HOPE CONCRETE, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONT’D.)
MARCH 31, 2026 AND 2025
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D.)
Deferred Loan Costs
Costs incurred for entering into the Company’s long-term debt are amortized over the term of the debt using the effective
interest rate method. In accordance with ASU 2015-03, “Debt Issuance Costs”, deferred loan costs are presented as debt discounts, net of the outstanding debt balances on the accompanying balance
sheets. Deferred loan costs at March 31, 2026 and 2025 were $101,178 and $112,192, respectively. During the three months ended March 31, 2026 and 2025, amortization of deferred loan costs totaled $10,077 and $10,077, respectively, and is
included in interest expense in the accompanying statements of income and changes in member’s equity.
Revenue and
Cost Recognition
The Company’s revenues are comprised of concrete sales and related products to customers.
Revenue is recognized when the Company satisfies its performance obligation under the contract by performing the service to its customers. A performance obligation is a promise to transfer a distinct product or service to a customer.
Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products or
providing services. The nature of the Company’s contracts does not give rise to any notable amounts of variable consideration. Neither the type of product or service sold, or the location of sale significantly impacts the nature, amount,
timing or uncertainty of revenue and cash flows.
A contract’s transaction price is allocated to each distinct
performance obligation within the contract. Substantially all of the Company’s contracts have a single performance obligation. In instances where multiple performance obligations may exist, due to the short duration of the arrangements or the
insignificance of certain performance obligations, in substantially all cases it is not necessary to allocate the transaction price to the distinct performance obligations as the allocation would not result in a different accounting outcome.
All of the Company’s revenue is from products transferred to customers at a point in time. The Company recognizes revenue
at the point in time in which the customer obtains control of the product, which is generally at delivery.
The Company
expenses costs of obtaining a contract when incurred.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for
future tax consequences attributable to differences between financial statements carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income on deferred tax assets and liabilities for a change in tax status or tax rates is recognized in income in the period that includes the enactment date.
9
HOPE CONCRETE, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONT’D.)
MARCH 31, 2026 AND 2025
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D.)
The Company evaluates uncertain tax positions with the presumption of audit detection and applies a “more likely than
not” standard to evaluate the recognition of tax benefits or positions. As of March 31, 2026 and 2025, the Company had no uncertain tax positions. Accordingly, the Company has not recognized any penalty, interest or tax impact related to
uncertain tax positions.
Advertising Costs
In accordance with ASC 720-35, “Advertising Costs”, the Company expenses
advertising costs as they are incurred. Advertising costs were approximately $8,238 and $15,216 for the three months ended March 31, 2026 and 2025, respectively.
Concentrations
Cash
The Company maintains cash in various banking institutions. At March 31, 2026, the balance in two of these accounts
exceeded FDIC insurance by $1,333,571 and at March 31, 2025, the balance in two of these accounts exceeded FDIC insurance by $4,161,088.
Customers
For the three months ended March 31, 2026, the Company’s top five customers represented 31% of total sales and 27%
of total accounts receivable at March 31, 2026. For the year ended March 31, 2025, the Company’s top five customers represented 37% of total sales and 36% of total accounts receivable at March 31, 2025. The loss of one or more
of these customers could have a negative impact on the Company’s financial statements.
Vendors
For the three months ended March 31, 2026, the Company’s top five vendors represented 48% of the total
vendor-related costs and 44% of accounts payable at March 31, 2026. For the three months ended March 31, 2025, the Company’s top five vendors represented 55% of the total vendor-related costs and 50% of accounts payable at
March 31, 2025. The loss of one or more of these vendors could have a negative impact on the Company’s financial statements.
10
HOPE CONCRETE, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONT’D.)
MARCH 31, 2026 AND 2025
NOTE 2 - PROPERTY AND EQUIPMENT
Property and equipment consist of the following as of March 31, 2026 and 2025:
2026
2025
Land
$
—
$
380,545
Equipment not in service
1,036,581
1,773,966
Leasehold improvements
92,390
—
Buildings and improvements
—
1,901,773
Autos and trucks
12,808,232
9,155,968
Equipment
13,012,809
11,465,903
Total
26,950,012
24,678,155
Less accumulated depreciation
(9,586,450
)
(7,577,268
)
Property and equipment, net
$
17,363,562
$
17,100,887
The equipment not in service is for a new plant that is not in service at March 31, 2026.
In 2023, the Company purchased six mixer trucks for $1,209,210 which were leased to a related party. In 2024, the Company
purchased twelve used trucks from the same related party for $550,000 and leased them back to the related party. See Note 9 for details about the lease.
In 2025, the Company sold certain assets to a related party and leased them back. See Note 9 for more details.
Depreciation expense was $639,156 for the three months ended March 31, 2026, of which $544,892 is included in cost of
sales and $94,264 is included in operating costs on the accompanying statements of income (loss) and changes in member’s equity exclusive of ROU amortization.
Depreciation expense was $554,741 for the three months ended March 31, 2025, of which $491,194 is included in cost of
sales and $63,547 is included in operating costs on the accompanying statements of income (loss) and changes in member’s equity exclusive of ROU amortization.
NOTE 3 - RIGHT-OF-USE ASSET AND FINANCE LEASE LIABILITY AGREEMENTS
Ground Lease
The Company entered into a ground lease agreement that contains a dry-batch plant for
the production of concrete. The initial agreement is for 5 years and has a commencement date of November 2020. The agreement calls for 60 monthly payments of $6,000. The lease term can be extended through October 31, 2030 with payments of
$6,500 per month for the additional 60 month term. The extension is reasonably certain. The agreement also calls for a royalty to be paid to lessor based on cubic yards of concrete sold at a deescalated rate as production increases up to a cap of
90,000 yards.
The lease has an imputed interest rate of 6.5%.
11
HOPE CONCRETE, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONT’D.)
MARCH 31, 2026 AND 2025
NOTE 3 - RIGHT-OF-USE
ASSET AND FINANCE LEASE LIABILITY AGREEMENTS (CONT’D.)
The following information is provided for the calculated
finance lease liability and associated right-of-use (ROU) asset.
Finance Lease Liability
ROU Asset
Finance
Lease
Cost
Cash
Interest
Liability
Reduction
Total
Liability
Beginning
Balance
Amortization
ROU
Asset
Balance as of 1/1/2020
$
553,232
FYE 2021
$
72,000
$
32,109
$
39,891
513,341
$
550,324
$
55,965
$
494,359
$
88,074
FYE 2022
72,000
29,648
42,351
470,990
494,359
55,965
438,394
85,613
FYE 2023
72,000
27,036
44,965
426,025
438,394
55,965
382,429
83,001
FYE 2024
72,000
24,263
47,737
378,288
382,429
55,965
326,464
80,228
FYE 2025
73,000
21,313
51,687
326,601
326,464
55,965
270,499
77,278
FYE 2026
78,000
17,951
60,049
266,552
270,499
55,965
214,534
73,916
FYE 2027
78,000
14,246
63,754
202,798
214,534
55,965
158,569
70,211
FYE 2028
78,000
10,315
67,685
135,113
158,569
55,965
102,604
66,280
FYE 2029
78,000
6,141
71,859
63,254
102,604
55,965
46,639
62,106
FYE 2030
65,000
1,746
63,254
—
46,639
46,639
—
48,385
Hope Facilities
The Company has a recurring lease for basically all the real property for the Hope facilities. The lease is with a related
party and originated as a sale lease-back transaction. See Note 9. The lease is for 5 years from July 1, 2025 to June 30, 2030 and may be extended for 3 additional 5-year periods through
June 30, 2045. The lease calls for payments of $40,000 per month for the initial term year and increases 2.5% each year thereafter. The lease has an imputed rate of 9%.
Finance Lease Liability
ROU Asset
Finance
Lease
Cost
Cash
Interest
Liability
Reduction
Total
Liability
Beginning
Balance
Amortization
ROU
Asset
Balance as of 7/1/2025
$
5,288,384
FYE 2025
$
240,000
$
237,939
$
2,061
5,286,323
$
5,288,384
$
132,210
$
5,156,174
$
370,149
FYE 2026
486,000
475,476
10,524
5,275,799
5,156,174
264,419
4,891,755
739,895
FYE 2027
498,150
473,979
24,171
5,251,628
4,891,755
264,419
4,627,336
738,398
FYE 2028
510,604
471,188
39,415
5,212,213
4,627,336
264,419
4,362,917
735,607
FYE 2029
523,629
466,955
56,414
5,155,799
4,362,917
264,419
4,098,498
731,374
FYE 2030
536,453
461,113
75,340
5,080,459
4,098,498
264,419
3,834,079
725,532
FYE 2031-35
2,890,268
2,147,938
742,330
4,338,129
3,834,079
1,322,095
2,511,984
3,470,033
FYE 2036-40
3,270,073
1,632,615
1,637,457
2,700,672
2,511,984
1,322,095
1,189,889
2,954,710
FYE 2041-45
3,306,519
605,849
2,700,672
—
1,189,889
1,189,889
—
1,795,738
Trucks and Trailers
The Company has entered into a series of leases for the use of five trucks and two trailers. The leases are payable monthly
with payments ranging from $1,571 to $4,442 with interest rates ranging from 4.69% to 12.00% and maturities ranging from June 2026 to February 2028.
12
HOPE CONCRETE, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONT’D.)
MARCH 31, 2026 AND 2025
NOTE 3 - RIGHT-OF-USE
ASSET AND FINANCE LEASE LIABILITY AGREEMENTS (CONT’D.)
Finance Lease Liability
ROU Asset
Finance
Lease
Cost
Cash
Interest
Liability
Reduction
Total
Liability
Beginning
Balance
Amortization
ROU
Asset
Balance as of 4/2025
$
634,908
FYE 2025
$
186,967
$
99,738
$
87,229
547,679
$
634,908
$
147,985
$
486,923
$
247,723
FYE 2026
294,976
36,735
258,241
289,438
486,923
207,188
279,735
243,923
FYE 2027
207,923
15,515
192,408
97,030
279,735
163,365
116,370
178,880
FYE 2028
98,292
1,262
97,030
—
116,370
93,708
22,663
94,970
22,663
22,662
—
22,662
A summary of the three ROU agreements are as follows:
Total Liability
Total ROU Asset, net
3/31/2026
3/31/2025
3/31/2026
3/31/2025
Ground lease
$
311,925
$
365,901
Ground lease
$
256,507
$
312,473
Hope facilities
5,285,257
—
Hope facilities
5,090,070
—
Assumed ROU liabilities
500,868
—
Assumed ROU liabilities
435,126
—
Total
$
6,098,050
$
365,901
Total
$
5,781,703
$
312,473
Less current portion
( 266,360
)
( 53,976
)
Longterm portion
$
5,831,690
$
311,925
NOTE 4 - INVESTMENT IN CAPTIVE INSURANCE COMPANY
During 2020, the Company invested in Boulder Insurance. Ltd (Boulder) under rules allowed under the Internal Revenue Service
Code. Boulder is a captive insurance program that allows the Company to obtain a lower insurance premium with its insurance carrier through reinsurance from Boulder. The Company basically covers any losses over 125% of the Type A and B insurance
losses. The original investment made under the Shareholder Agreement totaled $36,000 and represents a 1.01% interest based on voting rights. For the year ended December 31, 2020, the Company obtained a Letter of Credit as Security Collateral.
This was replaced by a $643,439 security collateral deposit in late 2021, with subsequent periodic adjustments. The collateral deposit is expected to be repaid over time as the Company’s risk changes. The total investment in Boulder at
March 31, 2026 and 2025 was as follows:
2026
2025
Original investment
$
36,000
$
36,000
Security collateral deposit
1,251,167
1,110,000
Total investment
$
1,287,167
$
1,146,000
13
HOPE CONCRETE, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONT’D.)
MARCH 31, 2026 AND 2025
NOTE 5 - ACCRUED EXPENSES
Accrued expenses consist of the following as of March 31, 2026 and 2025:
2026
2025
Accrued insurance payable
$
1,035,974
$
702,794
Accrued wages payable
254,835
157,391
Accrued sales tax
284,243
126,374
401(k) accrual
8,815
4,171
Deposits
3,650
3,559
Accrued interest
196,394
81,781
Total accrued expenses
$
1,783,911
$
1,076,070
NOTE 6 - NOTES PAYABLE
Senior Debt
The Company entered into a $22,500,000 credit facility on November 21, 2018. Under the credit facility, the Company
entered into a $20,000,000 term loan (Senior Note Payable) and had $2,500,000 available for additional borrowing under delayed draw term loans (DDTL). The credit facility was amended and restated on August 10, 2023 at which time all previous
balances were refinanced under the terms. The original balance of the amended credit facility totaled $17,850,825. Debt under the amended credit facility bears interest at SOFR plus an applicable margin of
3.50%-4.00% (depending on leverage ratio) and 3.50%-4.00% as of March 31, 2026 and 2025, respectively). The amended DDTL had an original balance of $3,000,000. In
addition, the agreement continues to allow for a revolving credit note.
The loan is secured by substantially all assets of
the Company and requires the Company to maintain certain financial ratios and comply with various restrictive financial covenants. The Company was in compliance with all required covenants as of March 31, 2026.
2026
2025
The amended Senior Note Payable requires quarterly payments $605,291 until maturity at August
2028. As of March 31, 2026 and 2025, the balance of the Senior Note Payable was $5,447,623 and $11,500,537, respectively. Interest rate at March 2026 was 7.53%.
$
5,447,623
$
7,868,788
The Company has borrowed funds under the DDTLs, which require quarterly payments equal to 5.45% of
the aggregate amount of the DDTLs, which have been funded. As of March 31, 2026 and 2025, the balance of the DDTLs was $1,528,500 and $2,182,500, respectively and has an interest rate of 7.53% at March 2026.
1,528,500
2,182,500
14
HOPE CONCRETE, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONT’D.)
MARCH 31, 2026 AND 2025
NOTE 6 - NOTES PAYABLE (CONT’D.)
2026
2025
The $2,000,000 revolving credit note is dated April 18, 2022 and was issued under terms of a
November 21, 2018 credit agreement above. It is collateralized by all Company assets and carries an interest rate of SOFR plus which was 7.54%, at March 2026. Interest is due from
time-to-time until maturity at August 2028. 2,000,000
2,000,000
2nd Amendment Term loan in the original amount of $9,000,000 dated December 20, 2024 with
maturity date of August 10, 2028 with variable rate that is 7.54%. 8,381,250
8,887,500
3rd Amendment Term loan in the original amount of $2,500,000 dated March 19, 2025 with
maturity date of August 10, 2028 with variable rate that is 7.54%.
2,392,180
—
The $2,000,000 revolving credit note is dated April 11, 2025 and was issued under terms of a
November 21, 2018 credit agreement above. It is collateralized by all Company assets and carries an interest rate of SOFR plus which was 7.54%, at March 2026. Interest is due from
time-to-time until maturity at August 2028.
2,000,000
2,500,000
The $750,000 revolving credit note is dated January 8, 2026 and was issued under terms of a
November 21, 2018 credit agreement above. It is collateralized by all Company assets and carries an interest rate of SOFR plus which was 7.54%, at March 2026. Interest is due from
time-to-time until maturity at August 2028.
750,000
—
Total
$
22,499,553
$
23,438,788
Loan Costs
Each loan above incurred loan costs which were capitalized at the time of the loan. The loan cost
is amortized on a straight-line basis and charged to interest expense over the life of the loan and totaled $39,242 and $88,344 for the years ended March 31, 2026 and 2025. The unamortized loan costs of $101,178 and $112,192 at March 31,
2026 and 2025 is reflected as a reduction of debt on the respective Consolidated Balance Sheets.
( 101,178
)
(112,192
)
15
HOPE CONCRETE, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONT’D.)
MARCH 31, 2026 AND 2025
NOTE 6 - NOTES PAYABLE (CONT’D.)
2026
2025
Other Debt
In September 2025 the Company bought dispatch equipment through the issuance of a note with
Navitas Credit Corp. The Loan requires 60 monthly payments of $2,588 until maturity at September 2030 and carries an interest rate of 12.5%.
106,387
—
In July 2025 the Company bought server equipment through the issuance of a note with Sysco Systems
Capital Corp. The Loan requires 36 monthly payments of $1,051 until maturity at July 2028 and carries an interest rate of 0%.
29,432
—
In February 2024, the Company bought a 2023 Ford Explorer through the issuance of a note with Ford
Credit. The Loan requires 36 monthly payments of $1,588 until maturity at February 2027 and carries an interest rate of 0%.
17,472
36,532
In December 2024, the Company bought a 2024 Ford Pickup through the issuance of a note with Ford
Credit. The Loan requires 60 monthly payments of $1,088 until maturity at January 2030 and carries an interest rate of 1.9%.
48,229
59,255
In December 2024, the Company bought a 2024 Ford Pickup through the issuance of a note with Ford
Credit. The Loan requires 60 monthly payments of $1,047 until maturity at January 2030 and carries an interest rate of 1.9%.
46,405
57,013
In November 2023, the Company bought a Ford-450 through
issuance of a note with Ford Credit. The loan requires 36 monthly payments of $1,796 until maturity at October 2026 and carries an interest rate of 2%.
12,496
31,343
In April 2025, the Company assumed a note payable from Cadence Bank as part of the formation of
the subsidiary. The note is secured by eight 2020 Mack trucks. It requires monthly payments of $10,750 and has an interest rate of 7.25%. The note matures in February 2028.
230,185
—
In January 2026, the Company bought a 2026 Ford F-450
Pickup through the issuance of a note with Ford Credit. The Loan requires 60 monthly payments of $1,663 until maturity at January 2030 and carries an interest rate of 8.99%.
77,978
—
16
HOPE CONCRETE, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONT’D.)
MARCH 31, 2026 AND 2025
NOTE 6 - NOTES PAYABLE (CONT’D.)
2026
2025
Between July 2025 and November 2025, the Company financed four Mack trucks with Cadence Bank that
were previously under a lease agreement. The three notes carry an interest rate of 6.5% and require monthly payments of between $893 and $1,670. The notes mature between July 2028 and November 2028.
93,608
—
As part of the purchase and formation of Lafayette Concrete Division, LLC, a seller note was
signed with Acadian Redi- Mix, LLC with an original balance of $3,500,000. The note agreement calls for no interest and three annual payments. Two annual payments of $1,000,000 are due on the first and second anniversary dates and a third payment of
$1,500,000 is due on the third anniversary.
3,500,000
—
Total long-term debt, net of deferred loan costs
26,560,567
23,510,739
Less current portion, net of deferred loan costs
( 4,113,141
)
( 2,739,050
)
Long-term portion, net of deferred loan costs
$
22,447,426
$
20,771,689
Future principal payments due on long-term debt as of
March 31, 2026 are as follows:
Year Ending
December 31,
Principal
Payment
Loan Cost
Amortization
Total
2026
$
4,114,787
($
31,646
)
$
4,113,141
2027
5,461,385
( 41,724
)
5,419,661
2028
16,941,760
( 27,808
)
16,913,952
2029
69,046
—
69,046
2030
43,133
—
43,133
2031
1,634
—
1,634
Totals
$
26,631,745
($
101,178
)
$
26,560,567
NOTE 7 - INCOME TAXES
The Company files income tax returns in the U.S. Federal Jurisdiction and three states. Since the Company was formed in 2018,
all income tax years are open for examination but management does not anticipate any changes to previously-filed returns which have been timely filed and for which all taxes have been paid. The Company filed its first consolidated return for the
year ended December 31, 2025.
The Company recognizes deferred tax assets and liabilities for future tax consequences
of events that have been previously recognized in the Company’s financial statements or tax returns. The measurement of deferred tax assets and liabilities is based on provisions of the enacted tax law, the effects of future tax laws or rates
are not anticipated. Measurement is computed using applicable current rates.
17
HOPE CONCRETE, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONT’D.)
MARCH 31, 2026 AND 2025
NOTE 7 - INCOME TAXES (CONT’D.)
The deferred income tax liability consisted of the following at March 31, 2026 and 2025:
2026
2025
Allowance for doubtful accounts
$
54,583
$
63,718
Disallowed business interest
964,132
959,809
Property and equipment depreciation timing differences
(2,920,756
)
(2,655,816
)
Goodwill amortization timing differences
( 2,366,251
)
( 1,924,029
)
Net operating losses
(350,943
)
—
( 4,619,235
)
(3,556,318
)
Valuation allowance
—
—
Net deferred tax liability
($
4,619,235
)
($
3,556,318
)
Income tax expense consists of the following
components:
2026
2025
Current federal and state income tax expense
$
30,023
$
30,024
Deferred income tax expense (benefit) derived from:
Allowance account
(1,407
)
4,159
Business interest
1
(4,806
)
Depreciation
(108,910
)
(39,470
)
Amortization
111,926
95,482
Net operating loss utilization
20,643
—
Change in allowance
—
—
Total deferred income tax expense
22,253
55,365
Total income tax expense
$
52,276
$
85,389
An allowance account has been set to zero since full utilization of the temporary timing
differences noted above is expected.
For the year ended December 31, 2025 the Company reported a federal taxable loss
of $1,572,849 and has no payment due. There were no estimates paid during the year. The Company also had state income tax due of $120,092 related to its margin tax obligation in Texas and no income tax due at December 31, 2025 for Oklahoma or
Louisiana. No estimates were made during the year to any state. The current net operating loss (NOL) will be utilized either in a carryback or carry forward under existing tax laws. Estimated current tax due for March 31, 2026 is $30,023 for a
total payable of $150,115.
18
HOPE CONCRETE, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONT’D.)
MARCH 31, 2026 AND 2025
NOTE 7 - INCOME TAXES (CONT’D.)
For the year ended December 31, 2024 the Company reported a federal taxable income of $1,505,881 after utilization of
$1,721,657 of NOL and has a payment due of $331,743 which includes a penalty of $15,501. There were no estimates paid during the year. The Company has utilized its full NOL available to carry forward for the year ended December 31, 2024. The
Company also had state income tax due of $164,891 related to its margin tax obligation in Texas. No estimates were made during the year. Estimated current tax due for March 31, 2025 is $30,024 for a total payable of $526,658.
NOTE 8 - COMMITMENTS AND CONTINGENCIES
Litigation
The Company is subject to legal proceedings and claims arising in the ordinary course of its business. The Company estimates
where such liabilities are probable to occur and whether reasonable estimates can be made and accrues liabilities when both conditions are met. Although the ultimate outcome of these matters, if and when they arise, cannot be accurately predicted
due to the inherent uncertainty of litigation, in the opinion of management, based upon current information, the Company has one pending litigation claim against them at March 31, 2026.
Purchase Commitments
As part of the lease and supply agreement for the Celina, Texas plant, effective October 31, 2024, the Company agreed to
purchase all fine and coarse aggregates, and additional cement materials for the Celina, Rhome and Commerce, Texas plants at agreed-upon prices for the following years and tonnage:
Year
Tonnage
2026
25,000
2027
30,000
2028
35,000
2029
35,000
Facility Lease
The Company entered into a commercial lease agreement on January 4, 2025 for one of its sites. The lease requires monthly
payments of $3,000, matures on January 4, 2029, and qualifies as an operating lease. The Company incurred $9,000 of lease expense for the three months year ended March 31, 2026 and 2025. The remaining lease commitments are as follows:
Year
Amount
2026
$
27,000
2027
36,000
2028
36,000
2029
36,000
19
HOPE CONCRETE, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONT’D.)
MARCH 31, 2026 AND 2025
NOTE 9 - RELATED PARTY TRANSACTIONS
Owners of the Company
The Company is owned by Hope Concrete Intermediate Holdings, LLC (Holdings), which is owned by Hope Concrete Holdings LLC,
which is owned by HCH Investment LLC, which is owned by related entities and PNC Capital Finance LLC (PNC).
The Company
and the related entity owners of Holdings have a Consulting Services Agreement (Agreement) dated 11/21/18. Both owners of the Holdings will provide various consulting and management services until the Agreement is terminated by either party with a 30-day written notice. The quarterly fees under the Agreement are $150,000 to the related owners.
The owners waived the fee for the first quarter of 2026, therefore, the Company accrued $0 and $150,000 for the three months
ended March 31, 2026 and 2025, respectively. Also, the Company paid $0 and $150,000 to the related owners during the three months ended March 31, 2026 and 2025, respectively, and $150,000 and $150,000 was payable at March 31, 2026 and
2025. The expenses are reported as general and administrative expenses in the Statement of Income (Loss) and Changes in Member’s Equity.
CAMC
The Company entered into a Management Services Agreement (Agreement) with a concrete and aggregate materials company and its
group members (CAMC) effective October 31, 2023. The Agreement provides that the Company will provide management, operational and administrative services for CAMC. The Agreement is effective through an option exercise agreement in which the
Company can purchase CAMC. The Agreement calls for a management fee to be paid from CAMC to the Company of $20,000 per month paid at the end of each fiscal quarter. Additionally, the agreement requires the Company to advance working capital to CAMC
which is payable on demand at the discretion of the Company, along with the Company leasing equipment to CAMC during the duration of the Agreement as approved by the Company. Management fees of $60,000 and $60,000 were incurred during the three
months ended March 31,2026 and 2025, respectively. The Company also acquired notes receivable from CAMC from the owners of CAMC that are non-interest-bearing and do not have stated maturity dates. An
additional note receivable to CAMC was issued on February 13, 2025 for $410,000. The demand note bears interest at 12% and is due the earlier of February 13, 2026 or the date the Company acquires CAMC. At the maturity date, the note was
not repaid and is due on demand. Furthermore, the Company paid some vendor invoices on behalf of CAMC during the three months ended March 31, 2026 and 2025, and added to the unpaid management fees and equipment rentals during the three months
ended March 31, 2026 and 2025, and are payable at March 31, 2026 and 2025.
On September 11,
2023, the Company entered into an equipment lease agreement with CAMC to lease six mixer trucks for sixty months. On December 27, 2024, the Company entered into another equipment lease agreement for twelve trucks for sixty months. Both leases
are operating leases in which title does not transfer to CAMC at any time and is noncancellable by CAMC. For the three months ended March 31, 2026 and 2025, the Company earned $95,358 and $95,358, respectively, for the rental income pursuant to
the equipment lease agreements.
20
HOPE CONCRETE, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONT’D.)
MARCH 31, 2026 AND 2025
NOTE 9 - RELATED PARTY TRANSACTIONS (CONT’D.)
During the year ended December 31, 2025, the Company assigned a purchase order to CAMC. CAMC handled all aspects of the
project using the Company’s equipment and personnel and earned gross revenues of $3,280,816 for the project. When the project was completed in late 2025, the net profit of $1,855,894 was returned to the Company through the non-interest-bearing working capital advance to CAMC and recorded in net sales in 2025.
During the three months ended March 31, 2026 and 2025, the Company paid for materials on behalf of CAMC totaling $512,547
and $415,922, respectively, which were added to the non-interest-bearing working capital advance to CAMC. The Company reimbursed CAMC $226,311 for services and costs paid by CAMC on behalf of the Company which
were applied to the non-interest-bearing working capital advance to CAMC for the three months ended March 31, 2026.
At March 31, 2026 and 2025, the Company had a total of $7,216,556 and $2,990,601, respectively, due from CAMC. The
majority of that amount is from invoices paid by Company, net profit from assigned project, shareholder notes purchased and notes receivable, accrued management and accrued equipment rent, and working capital advances.
CAMC also provided the subsidiary with personal services, insurance coverage, and invoices paid on their behalf. During the
three months ended March 31, 2026, total payroll, insurance, and invoice reimbursements totaled $636,676. Repayments during the three months ended March 31, 2026 totaled $1,429,233, leaving an overpayment of 897,722 and is recorded as a
related party receivable at March 31, 2026.
WSC
The Company entered into a real estate agreement and a subsequent leaseback agreement with a related party (WSC) on
June 18, 2025. WSC is ultimately owned equally by two of the Company officers and key employees and a Company officer who is also a partial owner of the Company. The real estate agreement was to sell the Company’s land and buildings for
$4,024,000, which was determined by third-party independent appraisals. On the same day, the Company leased the facilities back from WSC. The lease agreement calls for monthly rent of $40,000 per month for the first year and increases of 2.50% each
year thereafter. The original lease term is through December 30, 2030, and may be renewed for three additional five-year terms. At this time, the Company believes that it will exercise all the renewal options. The lease has been recorded under
the guidelines of ASU 842; therefore, a liability has been recorded for the balance using an incremental borrowing rate of 9%. The original lease liability was computed at $5,288,384 and the balance of the lease liability at March 31, 2026 is
$5,285,257. A total of $120,000 was paid during the three months ended March 31, 2026 of which $1,066 was principal and $118,934 was interest.
NOTE 10 - SUBSEQUENT EVENTS
In accordance with ASC 855, “Subsequent Events”, the Company has evaluated events or transactions occurring after
March 31, 2026, the balance sheet date, through May 5, 2026, the date the financial statements were available to be issued, and determined that there were no events that requires disclosure.
21
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Document and Entity Information
Apr. 28, 2026
Cover [Abstract]
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Entity Central Index Key
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Document Type
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Document Period End Date
Apr. 28, 2026
Entity Registrant Name
Suncrete, Inc.
Entity Incorporation State Country Code
DE
Entity File Number
001-43227
Entity Tax Identification Number
39-4989597
Entity Address, Address Line One
521 E. 2nd Street
Entity Address, City or Town
Tulsa
Entity Address, State or Province
OK
Entity Address, Postal Zip Code
74120
City Area Code
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Local Phone Number
355-5700
Written Communications
false
Soliciting Material
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Pre Commencement Tender Offer
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Pre Commencement Issuer Tender Offer
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Security 12b Title
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Trading Symbol
RMIX
Security Exchange Name
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Entity Emerging Growth Company
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Amendment Description
On April 29, 2026, Suncrete, Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission (“SEC”) a Current Report on Form 8-K (as amended by Amendment No. 1 on Form 8-K/A, the “Original Form 8-K”) in connection with the completion of the Company’s acquisition of Hope Concrete, LLC, a Texas limited liability company (“Hope Concrete”), and its subsidiaries, Lafayette Concrete Division LLC, a Louisiana limited liability company, and Baton Rouge Concrete Division LLC, a Louisiana limited liability company, pursuant to that certain Membership Interest Purchase Agreement, dated as of April 28, 2026, by and between Concrete Partners, LLC, Suncrete Intermediate, Inc., Hope Concrete Intermediate Holdings, LLC, and certain owners of Hope Concrete signatory thereto (the “Acquisition”). This Current Report on Form 8-K/A (this “Amendment No. 2”) amends the Original Form 8-K to provide the historical financial statements and pro forma financial information as further described in Item 9.01 below. The presentation of the Target Financial Statements (defined below), including the level of detail provided therein, is not necessarily indicative of how the Company intends to present its financial results in the future. The pro forma financial information included in this Amendment No. 2 has been presented for informational purposes only, as required by Form 8-K. Such pro forma financial information does not purport to represent the actual results of operations that the Company would have achieved had it completed the Acquisition prior to the periods presented in the pro forma financial information, and it is not intended as a projection of the future results of operations that the Company may achieve after the Acquisition. No other amendments are being made to the Original Form 8-K by this Amendment No. 2 . This Amendment No. 2 should be read in conjunction with the Original Form 8-K, which provides a more complete description of the Acquisition.
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