What changed in this filing

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Item 9A. Controls and Procedures

2022-11-22 compared with 2021-11-29 · 33 added, 15 removed, 130 unchanged (27% of the section changed)

6 unchanged sentences

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in “Internal Control—Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of September 30, 2021.

Under guidelines established by the SEC, companies are allowed to exclude acquisitions from their first assessment of internal control over financial reporting following the date of the acquisition.

Management excluded the fiscal year 2022 acquisitions of King Asphalt, Inc., which was completed on October 1, 2021, and Southern Asphalt, Inc., which was completed on August 1, 2022, from the assessment of the effectiveness of internal control over financial reporting.

Total assets of 7% at September 30, 2022 (excluding goodwill which was included within the scope of our assessment) and revenue and net income of 6% and 3%, respectively, for the fiscal year ended September 30, 2022, were excluded from management's assessment at September 30, 2022.

King Asphalt, Inc.

and Southern Asphalt, Inc.

will be included in management's assessment of the effectiveness of internal controls over financial reporting as of September 30, 2023.

Based on the results of our evaluation, our management concluded that our internal control over financial reporting was effective as of September 30, 2022.

Attestation Report of Registered Public Accounting Firm

1 unchanged sentence

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the fiscal quarter ended September 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The Company is in the process of integrating King Asphalt, Inc.

and Southern Asphalt, Inc.

into its operations and internal control processes, and will include these acquisitions in its assessment of internal controls in fiscal year 2023.

Other than related to the King Asphalt Inc.

and Southern Asphalt, Inc.

acquisitions, there were no changes in our internal control over financial reporting during the twelve months ended September 30, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Directors, Executive Officers and Corporate Governance.

36 unchanged sentences

333-224174) filed on April 27, 2018)

Amended and Restated Bylaws of Construction Partners, Inc.

(incorporated by reference to Exhibit 3.2 to Amendment No.

2 to the Registration Statement on Form S-1 (File No.

333-224174) filed on April 27, 2018)

Amendment to Amended and Restated Bylaws of Construction Partners, Inc.

(incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No.

001-38479) filed on June 4, 2020)

Amended and Restated By - L aws of Construction Partners, Inc.

(incorporated by reference to Exhibit 3.

1 to the Current Report on Form 8-K (File No.

001-38479 ) filed on November 9, 2022 )

Form of Class A Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Amendment No.

5 unchanged sentences

Description of Construction Partners, Inc.’s Class A common stock

Number Description

Form of Indemnification Agreement, by and between Construction Partners, Inc.

2 unchanged sentences

333-224174) filed on April 23, 2018)

Second Amended and Restated Credit Agreement, dated as of June 24, 2021, by and among Construction Partners, Inc.

and each of its wholly owned subsidiaries, as borrowers, BBVA USA, as administrative agent, joint lead arranger, sole bookrunner and lender, Regions Bank and BofA Securities, Inc., each as a joint arranger, and certain other lenders party thereto (incorporated by reference to Exhibit 10.1 to the C urrent Report on Form 8-K (File No.

Number Description

Third Amended and Restated Credit Agreement, dated as of June 30, 2022, by and among Construction Partners, Inc.

and each of its wholly owned subsidiaries, as borrowers, PNC Bank, National Association, as administrative agent and lender, PNC Capital Markets LLC, as joint lead arranger and sole bookrunner, Regions Bank and BofA Securities, Inc., each as a joint arranger, and certain other lenders party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No.

001-38479) filed on June 30 , 202 2 )

First Amendment to Second Amended and Restated Credit Agreement, dated as of October 1, 2021, by and among the Company and each of its wholly owned subsidiaries, as borrowers, the Lenders party thereto, and BBVA USA, as Administrative Agent, L/C Issuer and an Arranger (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No.

001-38479) filed on October 4, 2021)

Form of Employment Agreement, dated April 1, 2020, by and between Construction Partners, Inc.

17 unchanged sentences

333-224174) filed on April 6, 2018)

Form of Performance Stock Unit Award Agreement under the Construction Partners, Inc.

2018 Equity Incentive Plan ( Revenue Gro wth Rate and ROCE Vesting Criteria) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No.

001-38479) filed on January 5, 2022)

Form of Performance Stock Unit Award Agreement under the Construction Partners, Inc.

2018 Equity Incentive Plan (Revenue Growth Rate and Adjusted EBITD A Margin Vesting Criteria) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No.

001-38479) filed on November 9 , 2022)

Management Services Agreement, dated October 1, 2006, by and between Construction Partners Holdings, Inc.

26 unchanged sentences

** Furnished herewith.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 29th day of November, 2021.

*** Schedules and exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Company agrees to furnish to the Securities and Exchange Commission a copy of any omitted schedule or exhibit upon request.

Certain confidential information has been excluded pursuant to Item 601 (b)(10)(iv) of Regulation S-K.

Such excluded information is not material and is the type that the registrant treats as private or confidential.

CONSTRUCTION PARTNERS, INC.

21 unchanged sentences

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 9A. Controls and Procedures