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Item 1A. Risk Factors

2025-06-27 compared with 2023-12-13 · 64 added, 27 removed, 156 unchanged (37% of the section changed)

4 unchanged sentences

The order of these risk factors does not reflect their relative importance or likelihood of occurrence.

The Company faces risks related to being delinquent in its SEC reporting obligations.

Due to the circumstances discussed in the Explanatory Note in this Annual Report, the Company’s recent SEC filings, including this Annual Report, its Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 2024 and March 31, 2025 (the “Delinquent Reports”) were delinquent.

NYSE Regulation (“NYSE”) informed the Company that, under the rules of the NYSE American, LLC (“NYSE American”), it is subject to the procedures set forth in Section 1007 of the NYSE American Company Guide, and that the Company has an initial six-month period from the Form 10-K filing due date of December 31, 2024 to regain compliance with the NYSE American listing standards, allowing the Company to file the Delinquent Reports by June 30, 2025.

On June 10, 2025, the Company submitted an extension request to NYSE Regulation, requesting additional time to regain compliance with the NYSE American continued listing standards.

While the Company is filing this 2024 Annual Report within the initial six-month period granted by the initial delinquency notification, the Company requested an extension to allow it additional time to coordinate the completion of the Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 2024 and March 31, 2025.

On June 24, 2025, the NYSE informed the Company that it accepted the extension request, allowing the Company to submit the Delinquent Reports by August 19, 2025.

The Company faces the following risks and challenges related to being delinquent in its SEC reporting obligations, including:

The Company may fail to file all Delinquent Reports by August 19, 2025, and there can be no assurance that the NYSE will grant an additional discretionary extension for the Company to regain compliance;

The NYSE may commence delisting proceedings at any time if it deems that the circumstances warrant;

The Company may fail to remediate material weaknesses in its internal control over financial reporting and other material weaknesses may be identified in the future, which could adversely affect the accuracy and timing of the Company’s financial reporting;

Failure to timely file its SEC reports and make the Company’s current financial information available has placed, and may continue to place, downward pressure on the Company’s stock price.

If the Company is unable to file all Delinquent Reports by August 19, 2025 and the NYSE does not grant an additional discretionary extension for the Company to regain compliance, or if the NYSE otherwise determines circumstances so warrant, our Common Stock may be subject to delisting.

If the NYSE American delists the Company’s Common Stock from trading on its exchange, the Company could face a limited availability of market quotations for its Common Stock and reduced liquidity for its Common Stock.

The Company has identified material weaknesses in its internal control over financial reporting, which could, if not remediated, adversely affect its ability to report its financial condition and results of operations in a timely and accurate manner.

If the Company fails to comply with requirements relating to internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, the business could be harmed and its stock price could decline.

Rules adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 require the Company to assess its internal control over financial reporting annually.

The rules governing the standards that must be met for management to assess its internal control over financial reporting are complex.

They require significant documentation, testing, and possible remediation of any significant deficiencies in and/or material weaknesses of internal controls in order to meet the detailed standards under these rules.

Additionally, it is necessary for us to maintain effective internal control over financial reporting to prevent fraud and errors and to maintain effective disclosure controls and procedures so that we can provide timely and reliable financial and other information.

A failure to maintain adequate internal controls may adversely affect the Company’s ability to provide financial statements that accurately reflect its financial condition and report information on a timely basis.

The Company has evaluated its internal control over financial reporting and determined that it was not effective as of September 30, 2024 and that material weaknesses existed as of that date, and the Company has also concluded that its disclosure controls and procedures were not effective as of September 30, 2024 due to material weaknesses in its internal control over financial reporting.

See Item 9A – Controls and Procedures – Management’s Annual Report on Internal Control over Financial Reporting.

As described in Item 9A—Controls and Procedures– Management’s Annual Report on Internal Control over Financial Reporting, the Company will begin the process of remediating its identified material weaknesses.

Management’s continuing evaluation and work to enhance the Company’s internal control over financial reporting has required and will continue to require the dedication of additional resources and management time and expense.

If the Company fails to maintain the effectiveness of its internal controls, including any failure to implement new or improved controls, or if the Company experiences difficulties in their implementation, the Company’s business and operating results could be harmed, and the Company could fail to meet its financial reporting obligations, which in turn could affect the market price of the Company’s securities.

In addition, perceptions of the Company among customers, lenders, investors, securities analysts and others could also be adversely affected.

The current material weaknesses or any weaknesses or deficiencies identified in the future could also hurt confidence in the Company’s business and the accuracy and completeness of the Company’s financial statements, and adversely affect the Company’s ability to do business with these groups.

The Company can give no assurances that the remediation measures it will begin implementing, or any future measures it may take, will remediate the material weaknesses identified or that any additional material weaknesses will not arise or be identified in the future due to the Company’s failure to implement and maintain effective internal control over financial reporting.

In addition, even if the Company is successful in strengthening its controls and procedures, those controls and procedures may not be effective to prevent or identify irregularities or ensure the fair and accurate presentation of the Company’s financial statements included in its periodic reports filed with the SEC.

The business is affected by the cyclical nature of the markets it serves .

6 unchanged sentences

Federal and/or state funding allocated to infrastructure may decrease in the future.

For example, the Infrastructure Investment and Jobs Act (the “IIJ Act”), which provides $110 billion for domestic highways, bridges and roads, is scheduled to expire on September 30, 2026.

The loss of any relationship with a large customer, or a significant downturn in the business or financial condition of any such customer, could have adverse consequences on the Company’s future business.

During the year ended September 30, 2024, one customer accounted for 11.3% of net revenue.

No customer accounted for 10% or more of net revenue for the year ended September 30, 2022.

During the year ended September 30, 2023, a different customer accounted for 14.8% of net revenue.

The loss of any relationship with a large customer, or a significant reduction in sales to any such customer, could adversely affect the Company’s revenues and, consequently, its business.

Rules adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 require the Company to assess its internal control over financial reporting annually.

The rules governing the standards that must be met for management to assess its internal control over financial reporting are complex.

The Company has evaluated its internal control over financial reporting as effective as of September 30, 2023.

See Item 9A – Controls and Procedures – Management’s Annual Report on Internal Control over Financial Reporting.

Although the Company concluded that its internal control over financial reporting was effective as of September 30, 2023, in future fiscal years, the Company may encounter unanticipated delays or problems in assessing its internal control over financial reporting as effective or in completing its assessments by the required dates.

In addition, the Company cannot be assured that its independent registered public accountants will attest that internal control over financial reporting is effective in future fiscal years.

If the Company cannot assess its internal control over financial reporting as effective, investor confidence and share value may be negatively impacted.

The Company may be required to reduce its profit margins on contracts where revenues are recognized over time.

9 unchanged sentences

Additionally, there can be no assurance that financing for any acquisition, if necessary, will be available on acceptable terms, if at all, or that the Company will be able to accomplish its strategic objectives in connection with any acquisition.

The Company’s marketable securities are comprised of cash and money funds, equities, corporate bonds, exchange-traded funds, and government securities invested through professional investment management firms and are subject to various risks, such as interest rates, markets, and credit .

The Company’s marketable securities are comprised of cash and money funds, corporate bonds, exchange-traded funds, and government securities invested through a professional investment management firm and are subject to various risks, such as interest rates, markets, and credit .

The Company’s marketable securities are comprised of cash and money funds, corporate bonds, exchange-traded funds, and government securities invested through professional investment management firms and are subject to various risks, such as interest rate risk, market risk, and credit risk.

Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of securities, adverse developments with respect to interest rates, the capital markets or the credit markets could have a material adverse impact on the value of these investment securities and ultimately, the Company’s results of operations.

36 unchanged sentences

Such disruptions could result in manufacturing inefficiencies caused by the Company having to wait for parts to arrive on production lines, could delay sales and could result in a material adverse effect on the Company’s results of operations, financial condition, and/or cash flows.

The business is affected by the prices of liquid asphalt and oil.

A significant increase in the price of liquid asphalt could decrease demand for hot mix asphalt paving materials and certain of the Company’s products.

Increases in oil prices also drive up the cost of gasoline and diesel, which results in increased freight costs.

Where possible, the Company will pass increased freight costs on to its customers.

However, the Company may not be able to recapture all of the higher costs and thus could have a negative impact on the Company’s financial performance.

The Company is subject to government regulations .

The Company is committed to responsible environmental, social and governance (“ESG”) practices.

The Company strives to be recognized as a company that achieves customer expectations safely and in a manner that rewards both its customers and its employees.

The Company strives to achieve these goals through an organizational structure that provides excellent service and a reputation of integrity with the communities where it operates while providing its employees with growth opportunities in an injury-free environment.

The Company is subject to a variety of governmental regulations relating to the manufacturing of its products.

7 unchanged sentences

Compliance with more stringent laws or regulations, as well as more vigorous enforcement policies of regulatory agencies, could require substantial expenditures by the Company and could adversely affect its business, financial condition and results of operations.

As current tariffs are implemented, or if additional or increased tariffs or other restrictions are placed on foreign imports or any related counter-measures are taken by other countries, our business, financial condition, results of operations and cash flow could be harmed.

We manufacture our equipment domestically with a fraction of our sales exported to neighboring countries.

The current U.S.

administration has implemented tariffs on countries to which the Company has sales and has threatened tariffs on a variety of other counties.

Also, some of the parts we procure are sourced from countries subject to the recent tariffs.

It is not known whether any additional costs will be passed onto customers.

This could negatively affect our revenues, cash flows, and financial position.

Increasing scrutiny and changing expectations from stakeholders with respect to the Company’s ESG practices may expose us to new or additional risks.

Companies across many industries are facing increasing scrutiny from stakeholders related to their ESG practices.

The Company is committed to responsible environmental, social and governance (“ESG”) practices.

The Company strives to be recognized as a company that achieves customer expectations safely and in a manner that rewards both its customers and its employees.

Companies are facing scrutiny from stakeholders related to their ESG practices.

Investor advocacy groups, certain institutional investors, investment funds and other influential investors are also increasingly focused on ESG practices and in recent years have placed increasing importance on the implications and social cost of their investments.

42 unchanged sentences

Changes to federal, state or Canadian provincial programs;

Recently enacted tariffs.

Period-to-period comparisons of such items should not be relied on as indications of future performance.

8 unchanged sentences

Global, market and economic conditions may negatively impact our business, financial condition and share price.

Concerns over inflation, geopolitical issues, global financial markets and global public health crises such as the COVID-19 pandemic have led to increased economic instability and expectations of slower global economic growth.

Concerns over inflation, geopolitical issues and global financial markets have led to increased economic instability and expectations of slower global economic growth.

Our business may be adversely affected by any such economic instability or unpredictability.

Russia’s invasion of Ukraine and related sanctions has led to increased oil and natural gas prices.

Additionally, the armed conflict involving Hamas and Israel, as well as further escalation of tensions between Israel and various countries in the Middle East and North Africa, may cause increased inflation in energy and logistics costs and could further cause general economic conditions in the U.S.

or abroad to deteriorate.

Russia’s invasion of Ukraine and related sanctions has led to increased energy prices.

Such sanctions and disruptions to the global economy may lead to additional inflation and may disrupt the global supply chain and could have a material adverse effect on our ability to secure supplies.

The increased cost of oil, along with increased or prolonged periods of inflation, would likely increase our costs in the form of higher wages, further inflation on supplies and equipment necessary to operate our business.

Additionally, the armed conflict involving Hamas and Israel, as well as further escalation of tensions between Israel, the U.S., and various countries in the Middle East, including hostilities involving Iran, and North Africa, may cause increased inflation in energy and logistics costs and could further cause general economic conditions in the U.S.

or abroad to deteriorate.

There is a risk that one or more of our suppliers could be negatively affected by global economic instability, which could adversely affect our ability to operate efficiently and timely complete our operational goals.

As of the date of issuance of this Annual Report, the Company’s operations have not been significantly impacted.

The Company may suffer adverse consequences if it is deemed an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

11 unchanged sentences

and (iii) required to undertake significant costs and expenses to meet other disclosure, reporting, and regulatory requirements to which it would be subject as a registered investment company.

The Company faces risks with the acquisition of Blaw-Knox and any future acquisitions.

The Company acquired the Blaw-Knox paver assets on October 1, 2020.

The success of this acquisition depends, in part, on the Company’s ability to successfully grow the business and realize anticipated benefits, including any synergies.

It may take longer than expected to realize growth in the business or realize anticipated benefits, which may be smaller than the Company expected.

Also, there are a number of challenges and risks involved in the Company’s ability to successfully integrate Blaw-Knox with its current business.

Any of these factors could have a material adverse effect on the Company’s business, financial condition, results of operations, or cash flows.

The Company faces risks with any future acquisitions.

Acquiring businesses or products that expand and/or complement the Company’s operations has been an element of its business strategy.

7 unchanged sentences

In addition, if demand for skilled production workers were to significantly outstrip supply, wages for these workers could dramatically increase and could affect our financial performance.

UNRESOLVED STAFF COMMENTS

Risks generally associated with our information systems or cybersecurity attacks on our systems could adversely affect the results of our business operations.

We have been, and expect to continue to be, subject to cybersecurity risks and incidents related to our business.

To date, risks from cybersecurity threats have not materially affected our operations.

We rely on the efficient and uninterrupted operation of our information systems and networks, including cloud-based and other third-party services, to obtain, rapidly process, analyze and manage data.

Our systems and technologies, or those of third parties on which we rely, could fail or become unreliable due to equipment failures, software viruses, cyber threats, terrorist acts, natural disasters, power failures or other causes.

Cybersecurity threats are evolving and include, but are not limited to, malicious software, cyber espionage, attempts to gain unauthorized access to our sensitive information, including that of our customers, suppliers, and subcontractors, and other electronic security breaches that could lead to disruptions in mission critical systems, unauthorized release of confidential or otherwise protected information, and corruption of data.

Although we utilize various procedures and controls to monitor and mitigate these threats, there can be no assurance that these procedures and controls will be sufficient to prevent future security threats from materializing.

If any of these events were to materialize, the costs related to cyber or other security threats or disruptions may have a material adverse effect on our operating results and financial condition.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors