Financial Performance - Revenues decreased by $2,931,191, or 37%, to approximately $4,983,868 for the three months ended September 30, 2025, compared to $7,915,059 for the same period in 2024[148] - Cost of revenues decreased by $2,191,576, or 34%, to approximately $4,241,681 for the three months ended September 30, 2025, from approximately $6,433,257 for the same period in 2024[149] - Gross profit decreased by $739,615, or 50%, to $742,187 for the three months ended September 30, 2025, from $1,481,802 for the same period in 2024[150] - Revenues decreased by $1,386,066, or 8.7%, to approximately $14,582,669 for the nine months ended September 30, 2025, primarily due to a decline in new contracts and project commencements[159] - Gross profit decreased by $753,144, or 23.3%, to $2,469,088 for the nine months ended September 30, 2025, attributed to the decrease in revenue outpacing the reduction in cost of revenue[161] - Net income decreased by $3,171,601, or 1,378%, to $(3,401,659) for the nine months ended September 30, 2025, primarily due to increased general and administrative expenses[168] Expenses - Selling and marketing expenses decreased by $8,740, or 31.3%, from $27,917 in the three months ended September 30, 2024, to $19,177 in the same period of 2025[151] - General and administrative expenses increased by approximately $5,416, or 31%, to approximately $1,750,138 for the three months ended September 30, 2025, from approximately $1,744,722 for the same period in 2024[152] - General and administrative expenses increased by approximately $1,826,616, or 54%, to approximately $5,193,108 for the nine months ended September 30, 2025, mainly due to investments in talent acquisition and administrative infrastructure[164] - Depreciation and amortization expenses decreased by $19,763, or 23.8%, to $62,978 for the three months ended September 30, 2025, from $82,741 for the same period in 2024[153] Cash Flow - Net cash provided by operating activities was $(2,832,320) for the nine months ended September 30, 2025, reflecting a 168% decrease compared to $4,144,937 in the same period of 2024[170] - Net cash used in investing activities increased to $(1,071,350) for the nine months ended September 30, 2025, compared to $(750,614) in the same period of 2024, due to strategic investments in long-term assets[172] - Net cash provided by financing activities was $7,805,286 for the nine months ended September 30, 2025, compared to net cash used of $(862,660) in the same period of 2024, primarily from IPO proceeds[173] - Cash at the end of the period increased to approximately $6,597,799 as of September 30, 2025, compared to $3,768,407 at the end of the same period in 2024[169] - The company had positive working capital of $9,015,995 as of September 30, 2025, with current assets of approximately $11,326,032 and current liabilities of approximately $2,310,037[176] - Interest income increased by $29,363, or 19%, to $180,171 for the nine months ended September 30, 2025, due to higher interest rates on bank balances[167] Business Strategy - The company intends to focus its business in states with increased population and GDP growth, such as Florida, Texas, and South Carolina[132] - The company has begun to expand its real estate development segment by being the general contractor on low-rise apartment and townhome development projects[137] - The company completed its initial public offering (IPO) on March 5, 2025, issuing 1,250,000 units of Class A common stock, generating net proceeds of $4,667,636[142] - JFB holds a 19.5% ownership interest in CM OB Hotel Owner, LLC, with an investment of $1,000,000 made on April 24, 2025, for the development of a hotel[143] Accounting Policies - The Company recognizes revenue from contracts with customers based on the performance obligations satisfied over time, in accordance with ASC 606[190] - Contract assets represent revenues recognized in excess of amounts billed on contracts in progress, while contract liabilities represent billings in excess of revenues recognized[194] - Basic Earnings Per Share (EPS) is calculated using the two-class method, dividing net earnings available to common shareholders by the weighted average number of common shares outstanding[197] - Diluted EPS is computed under both the two-class method and the treasury stock method, reporting the more dilutive result[198] - The Company adopted ASU 2023-07 on January 1, 2024, with no material impact on its consolidated financial statements[206] - ASU 2023-09, effective for annual periods beginning after December 15, 2024, enhances income tax disclosure requirements[207] - The Company is currently assessing the impact of ASU 2023-09 on its income tax disclosures and reporting requirements[208] - The Company discloses all material related party transactions in accordance with ASC 850 and SEC Regulation S-X[205] - The Company identifies performance obligations as distinct promises to transfer goods or services to a customer, ensuring clarity in revenue recognition[192] - The Company applies the cost-to-cost method to measure progress toward completion of contracts, estimating total contract costs[193]

Core Points - JFB Construction Holdings has been invited as the exclusive general contractor to the European Wax Center's corporate conference in Texas, scheduled for March 2026 [1][2] - JFB has a long-standing relationship with European Wax Center, having built 400 locations for them over the past 10 years, including the first franchised location in 36 states [2] - European Wax Center operates over 1,000 locations across 44 states and performed more than 23 million services in the past year, generating sales of $951 million in fiscal 2024 [3] Company Overview - JFB Construction Holdings specializes in residential and commercial construction and development, with experience in building multifamily communities, shopping centers, and national franchises [4] - The company has completed over 2 million square feet of commercial and retail space and is known for its quality and production [4] - JFB's business model relies heavily on client trust, with most projects obtained through referrals and repeat customers, providing services in 36 U.S. states [5] Industry Context - European Wax Center is a leading franchisor and operator in the out-of-home waxing services sector in the United States, known for its innovative Comfort Wax and proprietary products [3] - The company emphasizes a strong corporate culture with values centered around care, integrity, guest satisfaction, and enjoyment in the workplace [3]

Core Insights - JFB Construction Holdings has been approved for an $18.9 million bond to act as the general contractor for the first phase of a public high school construction project in DeSoto County, Florida, with a total contract value of $100 million [2][3]. Company Overview - JFB Construction Holdings specializes in real estate development and construction across various sectors, including hospitality, commercial, industrial, and residential properties [2]. - The company has extensive experience in building multifamily communities, shopping centers, and other commercial spaces, totaling over 2 million square feet [7]. Financial Strength - The company boasts a strong balance sheet with over $34 million in working capital, enhancing its bonding capacity and enabling it to secure larger and more complex construction projects [5]. - The bond issuance provides a financial guarantee to clients, ensuring project completion and payment to subcontractors and suppliers [4]. Project Details - Construction for Phase 1 of the high school project has commenced, with an expected completion date in January 2026 [6]. - The value of the upcoming Phase 2 contract is projected to exceed $30 million, with construction planned to start in June 2026 [6].

Core Points - JFB Construction Holdings has secured an $18.8 million contract for the first phase of a public high school construction project in DeSoto County, Florida, which is part of a larger $100 million project [1][2] - The project will expand the existing campus by approximately 100,000 square feet over 40 acres, accommodating an additional 1,379 students [2] - The construction is set to begin in mid-October 2025, with Phase 1 expected to be completed by January 2026 [4] Company Overview - JFB Construction Holdings specializes in hospitality, commercial, industrial, and residential property development, with a strong focus on educational contracting [1][2] - The company has a robust balance sheet with over $34 million in working capital, enhancing its bonding capacity for larger projects [3] - JFB has a reputation built on client trust, with most projects obtained through referrals and repeat customers, having provided services in 36 U.S. states [6] Financial Impact - The project is anticipated to have an immediate positive impact on the company's revenue for Q4 of 2025 [4] - The value of the subsequent Phase 2 contract is projected to exceed $30 million, with construction planned to commence in June 2026 [4]

Core Points - JFB Construction Holdings has completed a PIPE financing agreement with American Ventures LLC, raising approximately $43.9 million in gross proceeds [1] - The company utilized $12 million of the net proceeds to retire Class B Common Stock owned by CEO Joseph F. Basile III, with the remaining funds allocated for general corporate operating expenses [2] - The financing involved the sale of 4,389,500 shares of Series C Convertible Preferred Stock, convertible into 8,068,933 shares of common stock at a conversion price of $5.44 per share [3] - The offering included 8,068,933 Common Warrants A and B, with exercise prices of $5.75 and $6.25 respectively, both expiring three years from issuance [4] Company Overview - JFB Construction Holdings specializes in real estate development and construction across hospitality, commercial, industrial, and residential sectors [1] - The company has extensive experience in building multifamily communities, shopping centers, and over 2 million square feet of commercial and retail space [7] - JFB has established a strong reputation based on client trust, with most projects acquired through referrals and repeat customers, operating in 36 U.S. states [8]

Core Insights - Premarket trading is showing notable activity with early price movements indicating potential opportunities before the market opens [1] Premarket Gainers - Galaxy Payroll Group Limited (GLXG) increased by 39% to $5.34 - Lithium Americas Corp. (LAC) rose by 31% to $7.52 - Senmiao Technology Limited (AIHS) gained 22% to $2.45 - The AES Corporation (AES) saw a 10% increase to $14.53 - Strive, Inc. (ASST) also increased by 10% to $2.77 - Shoulder Innovations, Inc. (SI) rose by 9% to $13.78 - Top KingWin Ltd (WAI) increased by 8% to $3.80 - Southland Holdings, Inc. (SLND) saw a 7% increase to $4.61 - CaliberCos Inc. (CWD) rose by 6% to $4.75 - Mannatech, Incorporated (MTEX) increased by 5% to $10.53 [3] Premarket Losers - Real Messenger Corporation (RMSG) decreased by 16% to $2.01 - Etoiles Capital Group Co., Ltd (EFTY) fell by 14% to $14.45 - Enanta Pharmaceuticals, Inc. (ENTA) dropped by 13% to $10.41 - CollPlant Biotechnologies Ltd. (CLGN) saw an 11% decrease to $2.39 - Fortress Biotech, Inc. (FBIO) declined by 10% to $3.30 - Uni-Fuels Holdings Limited (UFG) fell by 9% to $7.52 - Alset Inc. (AEI) decreased by 9% to $2.30 - JFB Construction Holdings (JFB) saw a 5% decline to $12.20 - SHF Holdings, Inc. (SHFS) dropped by 5% to $6.80 - Phio Pharmaceuticals Corp. (PHIO) decreased by 5% to $2.34 [4]

Earnings Expectations - Carnival Corp (NYSE: CCL) is expected to report quarterly earnings of $1.32 per share on revenue of $8.10 billion [2] - Progress Software Corp (NASDAQ: PRGS) is anticipated to post earnings of $1.30 per share on revenue of $240.11 million [2] - Jefferies Financial Group Inc (NYSE: JEF) is projected to report quarterly earnings of 80 cents per share on revenue of $1.92 billion [2] - Vail Resorts Inc (NYSE: MTN) is expected to report a quarterly loss of $4.75 per share on revenue of $273.91 million [2] Stock Movements - Carnival shares increased by 0.1% to $30.65 in after-hours trading [2] - Progress Software shares rose by 0.4% to $42.20 in after-hours trading [2] - JFB Construction Holdings (NASDAQ: JFB) shares surged by 95.5% to $13.39 following a $44 million private placement announcement [2] - Vail Resorts shares gained 0.6% to $148.58 in after-hours trading [2] - Jefferies Financial shares slightly declined to $66.70 in after-hours trading [2]

Core Viewpoint - JFB Construction Holdings has entered into a PIPE financing agreement with American Ventures LLC, expected to generate approximately $43.895 million in gross proceeds for the company [1]. Financing Details - The company plans to utilize $12 million of the net proceeds to retire Class B Common Stock owned by CEO Joseph F. Basile III, with the remaining funds allocated for general corporate operating expenses [2]. - Under the securities purchase agreement, JFB is selling 4,389,500 shares of Series C Convertible Preferred Stock, convertible into 8,068,933 shares of common stock at a conversion price of $5.44 per share [3]. - The offering includes 8,068,933 Common Warrants A and 8,068,933 Common Warrants B, both exercisable immediately, with exercise prices of $5.75 and $6.25 respectively, expiring three years from issuance [4]. Regulatory Information - The securities offered in the private placement have not been registered under the Securities Act of 1933 and are available only to accredited investors [5]. Company Overview - JFB Construction Holdings specializes in real estate development and construction across various sectors, including hospitality, commercial, industrial, and residential properties [1][7]. - The company has extensive experience in building multifamily communities, shopping centers, and other commercial projects, totaling over 2 million square feet [7]. - JFB has built a strong reputation based on client trust, with most projects acquired through referrals and repeat customers, operating in 36 U.S. states [8].

Company Overview - JFB Construction Holdings is a real estate development and construction company focused on hospitality, commercial, industrial, and residential property development [2] - The company has extensive experience in design-build projects and has provided general contracting and construction management services in 36 U.S. states [7] Project Announcement - JFB Construction has been contracted to provide design-build services for Prison Island, an indoor adventure destination located in Indianapolis, Indiana [2][3] - The project will cover approximately 14,000 square feet and is part of Prison Island's plan to expand its presence in the U.S., which currently has only two locations [3][4] Strategic Importance - The Prison Island project is considered an important contract win for JFB's commercial contracting segment, aiming to strengthen relationships and become a preferred contractor for Prison Island as it expands [4] - The company emphasizes its flexibility to meet the varying needs of multiple sectors and client types, showcasing its attention to detail and creativity in project execution [5] Future Plans - JFB is currently in the design phase of the project and plans to commence construction in the fourth quarter of 2025 [5]

[Filer Information and Cautionary Statements](index=1&type=section&id=Filer%20Information%20and%20Cautionary%20Statements) [Form 10-Q Details](index=1&type=section&id=Form%2010-Q%20Details) JFB Construction Holdings filed its Q2 2025 Form 10-Q, identifying as a non-accelerated filer, smaller reporting company, and emerging growth company - JFB Construction Holdings filed a Form 10-Q for the quarterly period ended June 30, 2025[2](index=2&type=chunk) - The registrant is a **non-accelerated filer**, **smaller reporting company**, and **emerging growth company**[4](index=4&type=chunk) - As of August 14, 2025, there were **9,496,900 shares of common stock outstanding**[4](index=4&type=chunk) [Cautionary Note Regarding Forward-Looking Statements](index=2&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) Forward-looking statements carry significant risks and uncertainties, actual results may differ materially, and the company disclaims any obligation to update - All statements in this Quarterly Report, other than statements of historical fact, are **forward-looking statements**, subject to considerable risks and uncertainties[8](index=8&type=chunk) - Actual results will likely differ, and could differ materially, from those results projected or assumed in the forward-looking statements[8](index=8&type=chunk) - The company expressly disclaims any intent or obligation to update any forward-looking statements[12](index=12&type=chunk) - Key risk factors include competitive industry, raw material cost/availability, customer concentration, global economic conditions, operational risks (warehouse facilities, product liability), litigation, intellectual property, acquisitions, data security, capital raising limitations, dependence on management, and stock price volatility[11](index=11&type=chunk) [Market, Industry, and Other Data](index=6&type=section&id=Market%2C%20Industry%2C%20and%20Other%20Data) Market and industry data in this report, from third-party and internal estimates, involve assumptions and limitations, with accuracy not guaranteed - This Quarterly Report includes statistical and other industry and market data obtained from industry publications, research, surveys, and internal estimates[14](index=14&type=chunk) - All market data used in this report involve a number of assumptions and limitations, and their accuracy or completeness is not guaranteed by third-party sources[14](index=14&type=chunk) [Trademarks](index=6&type=section&id=Trademarks) This report includes trademarks, tradenames, and service marks of the company or others, with the company asserting its rights to these marks - This Quarterly Report includes trademarks, tradenames, and service marks that are the property of the company or others[16](index=16&type=chunk) - Failure to include symbols (™ or ®) does not waive the company's rights to these trademarks and tradenames[16](index=16&type=chunk) [PART I - FINANCIAL INFORMATION](index=7&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=7&type=section&id=Item%201.%20Financial%20Statements) This section presents JFB Construction Holdings' unaudited consolidated financial statements for Q2 2025 and YE 2024, including balance sheets, income, equity, cash flows, and detailed notes [Consolidated Balance Sheets](index=7&type=section&id=Consolidated%20Balance%20Sheets) Total assets increased to **$12,001,507** by June 30, 2025, from **$8,965,038** at YE 2024, driven by cash and Class A Common Stock investment, with liabilities decreasing and equity rising substantially Consolidated Balance Sheet Highlights | Metric | June 30, 2025 | December 31, 2024 | Change ($) | Change (%) | | :-------------------------------- | :------------ | :---------------- | :--------- | :--------- | | Cash | $4,769,840 | $2,696,183 | $2,073,657 | 76.91% | | Contract Receivables | $3,275,265 | $3,047,255 | $228,010 | 7.48% | | Total Current Assets | $9,320,229 | $7,123,579 | $2,196,650 | 30.83% | | Investment In Class A Common Stock | $1,000,000 | $- | $1,000,000 | N/A | | Total Assets | $12,001,507 | $8,965,038 | $3,036,469 | 33.87% | | Total Current Liabilities | $1,878,701 | $2,635,279 | $(756,578) | -28.79% | | Total Shareholder's Equity | $10,122,806 | $6,329,759 | $3,793,047 | 59.92% | [Unaudited Consolidated Statements of Income](index=8&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Income) For the six months ended June 30, 2025, the company reported a net loss of **$(2.3 million)**, a significant decline from prior year's net income, driven by increased operating expenses despite higher sales Consolidated Statements of Income Highlights (Six Months Ended June 30) | Metric | 2025 | 2024 | Change ($) | Change (%) | | :-------------------------------- | :----------- | :----------- | :--------- | :--------- | | Sales | $9,598,801 | $8,053,676 | $1,545,125 | 19.19% | | Cost of Goods Sold | $7,871,900 | $6,313,246 | $1,558,654 | 24.69% | | Gross Profit (Loss) | $1,726,901 | $1,740,430 | $(13,529) | -0.78% | | Total Operating Expense | $4,228,902 | $1,703,592 | $2,525,310 | 148.29% | | Income (loss) from Operations | $(2,502,001) | $36,838 | $(2,538,839) | -6892.28% | | NET INCOME (LOSS) | $(2,338,947) | $143,401 | $(2,482,348) | -1731.06% | | Basic and Diluted EPS | $(0.26) | $0.02 | $(0.28) | -1400.00% | Consolidated Statements of Income Highlights (Three Months Ended June 30) | Metric | 2025 | 2024 | Change ($) | Change (%) | | :-------------------------------- | :----------- | :----------- | :--------- | :--------- | | Sales | $3,684,938 | $4,998,472 | $(1,313,534) | -26.28% | | Cost of Goods Sold | $3,427,403 | $4,140,209 | $(712,806) | -17.22% | | Gross Profit (Loss) | $257,535 | $858,263 | $(600,728) | -69.99% | | Total Operating Expense | $2,732,349 | $868,041 | $1,864,308 | 214.77% | | Income (loss) from Operations | $(2,474,814) | $(9,778) | $(2,465,036) | -25209.06% | | NET INCOME (LOSS) | $(2,369,254) | $30,006 | $(2,399,260) | -7996.00% | | Basic and Diluted EPS | $(0.26) | $0.01 | $(0.27) | -2700.00% | [Unaudited Consolidated Statements of Changes in Shareholder's Equity](index=9&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Changes%20in%20Shareholder%27s%20Equity) Shareholder's equity significantly increased from **$6.3 million** at YE 2024 to **$10.1 million** at Q2 2025, primarily due to common stock issuance and warrant exercises, despite a net loss Changes in Shareholder's Equity (Six Months Ended June 30, 2025) | Metric | December 31, 2024 | June 30, 2025 | Change ($) | Change (%) | | :-------------------------------- | :---------------- | :------------ | :--------- | :--------- | | Class A Common Stock (Shares) | 4,000,000 | 5,496,900 | 1,496,900 | 37.42% | | Additional Paid in Capital | $425,136 | $6,555,980 | $6,130,844 | 1442.09% | | Accumulated Profit | $5,903,823 | $3,565,876 | $(2,337,947) | -39.60% | | Total Shareholder's Equity | $6,329,759 | $10,122,806 | $3,793,047 | 59.92% | - Proceeds from Issuance of Common stock, net: **$4,667,636** for the six months ended June 30, 2025[23](index=23&type=chunk) - Proceeds from Exercise of Warrants: **$552,750** for the six months ended June 30, 2025[23](index=23&type=chunk) - Common Stock Issued for Services: **$910,608** for the six months ended June 30, 2025[23](index=23&type=chunk) [Unaudited Consolidated Statements of Cash Flow](index=10&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Cash%20Flow) For the six months ended June 30, 2025, operating cash decreased, investing cash increased, but financing cash surged due to IPO and warrant exercises, resulting in an overall net cash increase Consolidated Statements of Cash Flow Highlights (Six Months Ended June 30) | Metric | 2025 | 2024 | Change ($) | Change (%) | | :-------------------------------- | :----------- | :----------- | :--------- | :--------- | | Net Cash Provided by Operating Activities | $(2,113,291) | $4,283,493 | $(6,396,784) | -149.33% | | Net Cash Used in Investing Activities | $(1,034,438) | $(727,222) | $(307,216) | 42.25% | | Net Cash Provided by Financing Activities | $5,221,386 | $(844,283) | $6,065,669 | 718.45% | | Net Increase (Decrease) in Cash | $2,073,657 | $2,711,988 | $(638,331) | -23.54% | | Cash at End of Period | $4,769,840 | $3,948,732 | $821,108 | 20.80% | - Net cash provided by operating activities decreased by **51%** primarily due to slower collections of contract receivables, higher prepaid expenses, and reduced accounts payable[168](index=168&type=chunk) - Net cash provided by financing activities increased significantly due to **$4,667,636** from the IPO and **$552,750** from exercised warrants[171](index=171&type=chunk) [Notes to Unaudited Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) Detailed disclosures on accounting policies, business segments, revenue recognition, related party transactions, equity changes, and financial commitments provide context to the consolidated financial statements [Note 1 – Nature of the Business](index=11&type=section&id=Note%201%20%E2%80%93%20Nature%20of%20the%20Business) - JFB Construction & Development, Inc. was incorporated in Florida on **May 28, 2014**, specializing in residential and commercial construction[29](index=29&type=chunk) - JFB Construction Holdings was formed on **April 09, 2024**, in Nevada to serve as the parent company of JFB Construction & Development, Inc[30](index=30&type=chunk) - The company offers over **100 years of combined generational experience** in building multifamily communities, exclusive estate & equestrian homes, and over **2 million square feet** of commercial retail and shopping centers[29](index=29&type=chunk) [Note 2 – Summary of Significant Accounting Policies](index=11&type=section&id=Note%202%20%E2%80%93%20Summary%20of%20Significant%20Accounting%20Policies) - The financial statements are prepared in accordance with **U.S. GAAP** and **SEC interim reporting rules**, and should be read with the 2024 Annual Report[33](index=33&type=chunk) - Cash balances may exceed **FDIC limits**, but the company has not experienced losses and believes it is not exposed to significant credit risk[35](index=35&type=chunk)[36](index=36&type=chunk) - Revenue from construction contracts is recognized over time using the **cost-to-cost method**, with revisions to estimates reflected in the period they become known[39](index=39&type=chunk)[40](index=40&type=chunk) - The company operates in three segments: **Commercial Construction (69.6% of 2025 revenue)**, **Residential Construction (20% of 2025 revenue)**, and **Real Estate Development (10.4% of 2025 revenue)**[54](index=54&type=chunk)[55](index=55&type=chunk)[56](index=56&type=chunk) Property and Equipment Net Book Value | Category | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :---------------- | | Field Equipment | $114,206 | $114,206 | | Computer Equipment | $6,911 | $6,911 | | Vehicles | $837,230 | $819,599 | | Office Equipment | $2,076 | $2,076 | | Leasehold Improvements | $589,525 | $589,525 | | Less accumulated depreciation | $(609,536) | $(510,387) | | **Net Property and Equipment** | **$940,412** | **$1,021,930** | - Depreciation expense for the six months ended June 30, 2025, was **$125,956**, up from **$61,287** in the prior year[62](index=62&type=chunk) [Note 3 – Revenue from Contracts with Customers](index=16&type=section&id=Note%203%20%E2%80%93%20Revenue%20from%20Contracts%20with%20Customers) - Revenue is recognized over time as performance obligations are satisfied, using the **cost-to-cost method**[68](index=68&type=chunk)[74](index=74&type=chunk) - The company applies a **5-step model** for revenue recognition, identifying contracts, performance obligations, transaction price, allocation, and recognition upon satisfaction[69](index=69&type=chunk)[193](index=193&type=chunk) - All contracts are accounted for as a **single performance obligation**, reflecting the integration of complex tasks into a single project[70](index=70&type=chunk)[74](index=74&type=chunk) - Contract assets (**$1,035,840** as of June 30, 2025) represent unbilled work, while contract liabilities (**$168,292** as of June 30, 2025) represent billings in excess of recognized revenue[78](index=78&type=chunk) [Note 4 – Business Segment Information](index=18&type=section&id=Note%204%20%E2%80%93%20Business%20Segment%20Information) - The company operates in three primary business segments: **Commercial Construction**, **Residential Construction**, and **Real Estate Development**[79](index=79&type=chunk)[80](index=80&type=chunk)[81](index=81&type=chunk) - **Gross profit** is the primary performance metric used by management to evaluate each segment[82](index=82&type=chunk) - The **Real Estate Development** segment is viewed as a strategic growth opportunity, with active exploration of development opportunities[81](index=81&type=chunk) Segment Performance (Six Months Ended June 30, 2025) | Metric | Commercial | Residential | Real Estate Development | Consolidated | | :-------------------------- | :----------- | :---------- | :---------------------- | :----------- | | Sales | $6,679,416 | $1,917,335 | $1,002,050 | $9,598,801 | | Cost of Goods Sold | $5,674,320 | $1,322,961 | $874,619 | $7,871,900 | | Gross Profit (Loss) | $1,005,096 | $594,374 | $127,431 | $1,726,901 | | Income (loss) From Operations | $(1,939,488) | $(567,150) | $4,637 | $(2,502,001) | | NET INCOME (LOSS) | $(1,830,321) | $(510,105) | $1,479 | $(2,338,947) | Segment Performance (Six Months Ended June 30, 2024) | Metric | Commercial | Residential | Real Estate Development | Consolidated | | :-------------------------- | :----------- | :---------- | :---------------------- | :----------- | | Sales | $4,837,511 | $3,216,165 | $- | $8,053,676 | | Cost of Goods Sold | $4,073,470 | $2,239,776 | $- | $6,313,246 | | Gross Profit (Loss) | $764,041 | $976,389 | $- | $1,740,430 | | Income From Operations | $25,420 | $11,418 | $- | $36,838 | | NET INCOME (LOSS) | $98,947 | $44,454 | $- | $143,401 | [Note 5 – Lease Arrangements](index=21&type=section&id=Note%205%20%E2%80%93%20Lease%20Arrangements) - Total rent expense was **$90,190** for the six months ended June 30, 2025, compared to **$11,928** for the same period in 2024[93](index=93&type=chunk) - The company has a lease liability of **$754,064** as of June 30, 2025[93](index=93&type=chunk)[96](index=96&type=chunk) - The corporate headquarters is leased under a **7-year agreement** with Aura Commercial LLC, a related party owned by the CEO, Joseph F. Basile III, with monthly rent of **$11,928** and **2.5% annual increases**[94](index=94&type=chunk)[95](index=95&type=chunk) [Note 6 – Income Taxes](index=22&type=section&id=Note%206%20%E2%80%93%20Income%20Taxes) - JFB has elected to be taxed as a **'C' Corporation**[97](index=97&type=chunk) - The company had **no liabilities for uncertain tax positions** as of June 30, 2025, and December 31, 2024[98](index=98&type=chunk) - Federal income tax returns for **2024 and 2023** are subject to IRS examination for **three years** after filing[99](index=99&type=chunk) [Note 7 – Concentrations](index=22&type=section&id=Note%207%20%E2%80%93%20Concentrations) - The company's financial instruments are exposed to concentrations of credit risk in **cash and accounts receivable**[100](index=100&type=chunk) - For the six months ended June 30, 2025, **three receivable customers** accounted for **70% of sales**[101](index=101&type=chunk) - In 2024, **one franchise** accounted for **41% of sales**, and **one customer** accounted for **63% of accounts receivable**[101](index=101&type=chunk) [Note 8 – Related Party Transactions](index=22&type=section&id=Note%208%20%E2%80%93%20Related%20Party%20Transactions) - A loan from Capo 7, LLC (owned by CEO Joseph F. Basile III) was **repaid on December 23, 2024**[103](index=103&type=chunk) - The company entered an agreement to build a **2-story commercial building** for Aura Commercial LLC (owned by CEO Joseph F. Basile III), incurring **$0** in billable expenses and receiving **$0** in construction income for the six months ended June 30, 2025, compared to **$904,014** and **$948,140** respectively in 2024[104](index=104&type=chunk) - A **$21 million project** with Rare Capital Partners LLC (co-managed by CEO Joseph F. Basile III) commenced construction on **June 1, 2025**, with **$686,713** in related party sales and **$575,554** in related party cost of goods sold recorded as of June 30, 2025[106](index=106&type=chunk)[107](index=107&type=chunk) - The CEO, Joseph Basile, received **$0** in distributions for the six months ended June 30, 2025, compared to **$844,283** in 2024, and made contributions of **$1,000** in 2025[111](index=111&type=chunk)[118](index=118&type=chunk) [Note 9 – Private Placement](index=24&type=section&id=Note%209%20%E2%80%93%20Private%20Placement) - On **April 24, 2025**, JFB Construction Holdings invested **$1,000,000** in CM OB Hotel Owner, LLC for a **19.5% ownership interest**[112](index=112&type=chunk)[113](index=113&type=chunk) - The investment is carried at **cost basis** because the ownership percentage is below **20%** and the company does not exercise control[113](index=113&type=chunk)[114](index=114&type=chunk) - Class A Members are entitled to an **8% cumulative, non-compounding preferred return**[114](index=114&type=chunk) [Note 10 – Commitments and Contingencies](index=24&type=section&id=Note%2010%20%E2%80%93%20Commitments%20and%20Contingencies) - Management believes no current legal proceedings would have a **material impact** on the company's financial position, liquidity, or results of operations[115](index=115&type=chunk) - A lawsuit relating to a residential remodel was settled on **March 19, 2025**, with the company receiving a settlement amount of **$39,138**[116](index=116&type=chunk) [Note 11 – Equity](index=26&type=section&id=Note%2011%20%E2%80%93%20Equity) - The company is authorized to issue up to **200,000,000 shares**, including **186,000,000 Class A Common Stock** and **4,000,000 Class B Common Stock**[117](index=117&type=chunk) - As of June 30, 2025, **5,496,900 Class A Common Stock** and **4,000,000 Class B Common Stock** shares were issued and outstanding[117](index=117&type=chunk) - The IPO on **March 7, 2025**, generated net proceeds of **$4,667,636** from the issuance of **1,250,000 units of Class A common stock** and **138,600 option warrants**[119](index=119&type=chunk) - An Equity Incentive Plan approved on **June 25, 2025**, authorized the issuance of **146,400 Class A common shares** for services, valued at **$910,608**[120](index=120&type=chunk) - As of June 30, 2025, **1,149,500 warrants** were outstanding, with an exercise price of **$5.50**, and the company received **$552,570** from exercised warrants[121](index=121&type=chunk) [Note 12 – Subsequent Event](index=26&type=section&id=Note%2012%20%E2%80%93%20Subsequent%20Event) - The company received **$1,563,073** from the exercise of outstanding warrants between **July 1, 2025, and July 24, 2025**[122](index=122&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition and results, covering business overview, revenue, strategic goals, recent developments, and performance comparisons for Q2 and H1 2025 versus 2024 [Overview](index=27&type=section&id=Overview) - JFB is a commercial and residential construction company specializing in retail buildouts, multifamily developments, luxury homes, and general commercial construction[126](index=126&type=chunk) - Expansion plans include vertically integrated real estate development projects and securing larger, more complex construction projects requiring higher bond capacity[126](index=126&type=chunk) - Increased bonding capacity is crucial for pursuing high-value contracts in government and infrastructure sectors, enhancing revenue and market diversification[133](index=133&type=chunk) [Revenue Sources](index=27&type=section&id=Revenue%20Sources) - Commercial contracting segment has completed projects in **36 states**, delivering over **2 million square feet** of commercial retail and shopping center space[128](index=128&type=chunk) - Growth in commercial contracting is tied to strong relationships with franchisees and franchisors, with a historical focus on the **Southern Atlantic region**[128](index=128&type=chunk) - The real estate development segment is concentrated in **South Florida**, with plans to expand into other southern and U.S. markets[129](index=129&type=chunk) - Residential construction segment focuses on custom home builds and remodeling in **South Florida**, with no current plans for expansion beyond this market[129](index=129&type=chunk)[136](index=136&type=chunk) - The company has extensive experience building for national brands like **Orange Theory Fitness, Planet Fitness, Arby's, and Starbucks**, offering fixed-price contracts typically valued between **$1.5-2 million** with **12-14 week completion times**[134](index=134&type=chunk) - Expansion into real estate development projects, including low-rise apartments and townhomes, aims to generate additional revenues through sales, rental income, and securing construction contracts, despite associated capital commitments and market risks[135](index=135&type=chunk) [Strategic Goals](index=29&type=section&id=Strategic%20Goals) - Strategic goals include expanding market presence in **Florida, Texas, and South Carolina**[137](index=137&type=chunk) - The company plans to leverage established industry relationships and experience to achieve targeted market penetration rates, phased rollouts, and revenue growth objectives[137](index=137&type=chunk) [Recent Developments](index=29&type=section&id=Recent%20Developments) - JFB Construction Holdings was formed on **April 9, 2024**, as the parent company of JFB Construction & Development, Inc. through a reorganization[139](index=139&type=chunk) - The company completed its IPO on **March 5, 2025**, issuing **1,250,000 units of Class A common stock** and generating net proceeds of **$4,667,636**[140](index=140&type=chunk) - On **April 24, 2025**, JFB Construction Holdings invested **$1,000,000** in CM OB Hotel Owner, LLC, acquiring a **19.5% ownership interest** for a **117-room Courtyard by Marriott hotel development**[141](index=141&type=chunk)[142](index=142&type=chunk) [Our Financial Position - Three Months Ended June 30, 2025 Compared to three Months Ended June 30, 2024](index=33&type=section&id=Our%20Financial%20Position%20-%20Three%20Months%20Ended%20June%2030%2C%202025%20vs%202024) Financial Performance (Three Months Ended June 30) | Metric | 2025 | 2024 | Change ($) | Change (%) | | :-------------------------------- | :----------- | :----------- | :--------- | :--------- | | Revenues | $3,684,938 | $4,998,472 | $(1,313,534) | -26.28% | | Gross profit | $257,535 | $858,263 | $(600,728) | -69.99% | | Selling and marketing expense | $457,702 | $6,840 | $450,862 | 6591.55% | | General and administrative expense | $2,157,263 | $823,661 | $1,333,602 | 161.91% | | Total operating expenses | $2,732,349 | $868,041 | $1,864,308 | 214.77% | | Net income (Loss) | $(2,369,254) | $30,006 | $(2,399,260) | -7996.00% | - The decrease in revenue was principally driven by a decline in new contracts and project commencements, exacerbated by prolonged permit processing times[146](index=146&type=chunk) - The significant increase in selling and marketing expenses was due to higher costs associated with increased advertising campaigns, expanded sales initiatives, and new marketing strategies[150](index=150&type=chunk) - General and administrative expenses rose due to investments in talent acquisition, retention, and administrative infrastructure (IT systems, office staff, new software)[151](index=151&type=chunk) [Our Financial Position - Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024](index=36&type=section&id=Our%20Financial%20Position%20-%20Six%20Months%20Ended%20June%2030%2C%202025%20vs%202024) Financial Performance (Six Months Ended June 30) | Metric | 2025 | 2024 | Change ($) | Change (%) | | :-------------------------------- | :----------- | :----------- | :--------- | :--------- | | Revenues | $9,598,801 | $8,053,676 | $1,545,125 | 19.19% | | Gross profit | $1,726,901 | $1,740,430 | $(13,529) | -0.78% | | Selling and marketing expense | $569,786 | $8,607 | $561,179 | 6520.00% | | General and administrative expense | $3,442,970 | $1,621,770 | $1,821,200 | 112.29% | | Total operating expenses | $4,228,902 | $1,703,952 | $2,524,950 | 148.18% | | Net income (Loss) | $(2,338,947) | $143,401 | $(2,482,348) | -1731.06% | - Revenue growth was primarily attributed to a significant rise in new contracts secured and project initiations[158](index=158&type=chunk) - The decrease in gross profit was primarily due to a higher increase in cost of goods, including material and subcontractor expenses[160](index=160&type=chunk) - The substantial increase in selling and marketing expenses was driven by increased advertising campaigns, expanded sales initiatives, and new marketing strategies[161](index=161&type=chunk) [Cash Flows](index=37&type=section&id=Cash%20Flows) Cash Flow Summary (Six Months Ended June 30) | Metric | 2025 | 2024 | Change ($) | Change (%) | | :-------------------------------- | :----------- | :----------- | :--------- | :--------- | | Net cash provided by operating activities | $(2,113,291) | $4,283,493 | $(6,396,784) | -149.33% | | Net cash used in Investing Activities | $(1,034,438) | $(727,222) | $(307,216) | 42.25% | | Net cash provided by (used in) financing activities | $5,221,386 | $(844,283) | $6,065,669 | 718.45% | | Net (decrease) increase in cash | $2,037,657 | $2,711,988 | $(674,331) | -24.86% | | Cash, end of the period | $4,769,840 | $3,948,732 | $821,108 | 20.80% | - The **51% decrease** in net cash from operating activities was primarily driven by a significant decrease in contract receivables, reflecting slower collections and extended payment terms, along with higher prepaid expenses and reduced accounts payable[168](index=168&type=chunk) - The increase in net cash used in investing activities was primarily attributable to strategic investments in property, equipment, and other long-term assets[170](index=170&type=chunk) - The substantial increase in net cash from financing activities was due to **$4,667,636** from the IPO and **$552,750** from exercised warrants[171](index=171&type=chunk) [Liquidity and Capital Resources](index=39&type=section&id=Liquidity%20and%20Capital%20Resources) - As of June 30, 2025, the company had cash of **$4,769,840** and a positive working capital of **$7,441,528**[174](index=174&type=chunk) - Primary source of cash is currently generated from business operations[175](index=175&type=chunk) - The company plans to seek additional capital by issuing shares of stock in the coming years to meet cash needs[175](index=175&type=chunk) [Off-balance Sheet Commitments and Arrangements](index=39&type=section&id=Off-balance%20Sheet%20Commitments%20and%20Arrangements) - There were **no off-balance sheet arrangements** for the six months ended June 30, 2025 and 2024, that have a material effect on financial condition or results of operations[176](index=176&type=chunk) [Critical Accounting Policies and Estimates](index=39&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) - Financial statements are prepared in accordance with **U.S. GAAP**, requiring estimates and assumptions for assets, liabilities, revenue, and expenses[177](index=177&type=chunk)[181](index=181&type=chunk) - Significant estimates include allowance for doubtful accounts, valuation of stock-based compensation, estimated useful lives of property and equipment, contract liabilities and assets, implicit interest rate in leases, uncertain tax positions, and valuation allowance on deferred tax assets[186](index=186&type=chunk) - The company operates in a highly competitive industry exposed to financial, operational, and strategic risks, including industry cyclicality, macroeconomic conditions, and pricing volatility[183](index=183&type=chunk)[184](index=184&type=chunk)[187](index=187&type=chunk) - Revenue recognition follows **ASC 606**, using a **5-step model** and the **cost-to-cost method** for construction contracts, treating each contract as a single performance obligation[188](index=188&type=chunk)[189](index=189&type=chunk)[190](index=190&type=chunk)[193](index=193&type=chunk) - Basic EPS is calculated using the **two-class method**, and diluted EPS considers both two-class and treasury stock methods, with unvested shares excluded from net loss per share calculations[195](index=195&type=chunk)[196](index=196&type=chunk)[197](index=197&type=chunk)[198](index=198&type=chunk)[199](index=199&type=chunk)[200](index=200&type=chunk) - Related parties include principal owners, management, immediate family members, and affiliated entities, with all material transactions disclosed in accordance with **ASC 850** and **SEC Regulation S-X**[201](index=201&type=chunk)[202](index=202&type=chunk)[203](index=203&type=chunk)[208](index=208&type=chunk)[209](index=209&type=chunk) - The company is assessing the impact of **ASU 2023-09 (Improvements to Income Tax Disclosures)**, effective for annual periods beginning after **December 15, 2024**[205](index=205&type=chunk)[206](index=206&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=47&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) No material changes to market risk disclosures were reported as of June 30, 2025, compared to the Form 10-K for December 31, 2024 - No material changes to market risk disclosures as of June 30, 2025, compared to the Form 10-K for December 31, 2024[211](index=211&type=chunk) [Item 4. Controls and Procedures](index=47&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls and procedures were ineffective as of June 30, 2025, due to material weaknesses like small size, lack of segregation of duties, and reporting errors; no material changes to internal controls occurred - Disclosure controls and procedures were **not effective** at a reasonable assurance level as of June 30, 2025[213](index=213&type=chunk) - Material weaknesses include the **small size of the company**, **lack of segregation of duties**, and failure to identify multiple journal entries and errors in the draft Form 10-Q[214](index=214&type=chunk) - No changes in internal control over financial reporting materially affected the controls during the quarter ended June 30, 2025[215](index=215&type=chunk) [PART II - OTHER INFORMATION](index=48&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=48&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in ordinary course legal actions, but management believes no pending proceedings will materially affect its business, financial position, or results of operations - The company is involved in various claims and legal actions arising in the ordinary course of business[218](index=218&type=chunk) - Management believes no legal proceedings currently pending would have a **material effect** on the business, financial position, or results of operations[218](index=218&type=chunk) [Item 1A. Risk Factors](index=48&type=section&id=Item%201A.%20Risk%20Factors) New risks from U.S. tariffs on construction materials are highlighted, potentially increasing costs, negatively impacting margins, and causing project delays, though as a smaller reporting company, 10-K risk factor updates are not required - As a **smaller reporting company**, the company is not required to disclose material changes to risk factors from its Annual Report on Form 10-K[219](index=219&type=chunk) - New risks include the imposition of **tariffs by the U.S. government** on key construction materials (steel, aluminum), which could increase costs and negatively impact margins and project performance[219](index=219&type=chunk)[220](index=220&type=chunk) - Tariff-related cost increases, if not recoverable, may require revisions to cost forecasts under **ASC 606**, affecting operating results[221](index=221&type=chunk) - Supply chain disruptions from trade restrictions or extended lead times may delay project schedules and lead to penalties or revenue loss[221](index=221&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=48&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This item is marked as "Not applicable" - This item is not applicable[223](index=223&type=chunk) [Item 3. Defaults Upon Senior Securities](index=48&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This item is marked as "Not applicable" - This item is not applicable[223](index=223&type=chunk) [Item 4. Mine Safety Disclosures](index=48&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is marked as "Not applicable" - This item is not applicable[224](index=224&type=chunk) [Item 5. Other Information](index=48&type=section&id=Item%205.%20Other%20Information) On June 30, 2025, the Board approved issuing **146,400 Class A common shares** under the 2024 Equity Incentive Plan to officers and directors; no material changes to director nomination procedures or Rule 10b5-1 trading arrangements occurred - On **June 30, 2025**, the Board approved the issuance of **60,000 shares** to CEO Joseph Basile and **25,000 shares** to CFO Ruben Calderon under the **2024 Equity Incentive Plan**[226](index=226&type=chunk) - An additional **60,000 shares (10,000 each)** were issued to six directors (Jamie Zambrana, Nelson Garcia, Miklos Gulyas, Bjarne Borg, Christopher Melton, David Clukey) under the same plan[228](index=228&type=chunk) - No material changes to procedures for recommending director nominees or to Rule 10b5-1 trading arrangements occurred during the last fiscal quarter[229](index=229&type=chunk)[230](index=230&type=chunk) [Item 6. Exhibits](index=51&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including underwriting, corporate governance, employment, lease, and construction agreements, plus certifications - The exhibits include various agreements such as the **Form of Underwriting Agreement**, **Contributions and Shares Exchange Agreement**, and **Employment Agreements**[231](index=231&type=chunk) - Corporate governance documents like **Amended and Restated Articles of Incorporation** and **Bylaws** are also listed[231](index=231&type=chunk) - Certifications from the **Principal Executive Officer** and **Principal Financial Officer** pursuant to Sarbanes-Oxley Act are included[231](index=231&type=chunk) [Signatures](index=52&type=section&id=Signatures) The report is signed by the CEO, CFO, and other directors, affirming its submission under the Securities and Exchange Act of 1934 - The report is signed by **Joseph F. Basile III (CEO and Principal Executive Officer)** and **Ruben Calderon (CFO and Principal Financial Officer)**, and other directors[237](index=237&type=chunk) - Signatures affirm submission pursuant to the requirements of the **Securities and Exchange Act of 1934**[235](index=235&type=chunk)