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3/25/22, 9:42 AM
<br />Table of Contents
<br />road -20210930
<br />• fraud, theft or other improper activities by our suppliers, subcontractors, designers, engineers, customers or our own
<br />personnel;
<br />• mechanical problems with our machinery or equipment;
<br />• citations issued by a government authority, including OSHA or MSHA;
<br />• difficulties in obtaining required government permits or approvals;
<br />• changes in applicable laws and regulations;
<br />• uninsured claims or demands from third parties for alleged damages arising from the design, construction or use and operation
<br />of a project of which our work is part; and
<br />• public infrastructure customers seeking to impose contractual risk -shifting provisions that result in increased risks to us.
<br />These and other factors may cause us to incur losses, which could have a material adverse effect on our financial condition, results of
<br />operations or liquidity.
<br />Because our industry is capital -intensive and we have significant fixed and semi fixed costs, our profitability is sensitive to changes
<br />in volume.
<br />The property, plants and equipment needed to produce our products and provide our services can be very expensive. We must spend a
<br />substantial amount of capital to purchase and maintain such assets. Although we believe our current cash balance, along with our
<br />projected internal cash flows and available financing sources, will provide sufficient cash to support our currently anticipated operating
<br />and capital needs, if we are unable to generate sufficient cash to purchase and maintain the property, plants and equipment necessary to
<br />operate our business, or if the timing of payments on our receivables is delayed, we may be required to reduce or delay planned capital
<br />expenditures or to incur additional indebtedness. In addition, due to the level of fixed and semi -fixed costs associated with our
<br />business, particularly at our HMA production facilities, aggregates facilities and our mobile equipment fleets, volume decreases could
<br />have a material adverse effect on our financial condition, results of operations or liquidity.
<br />The success of our business depends, in part, on our ability to execute on our acquisition strategy, to successfully integrate acquired
<br />businesses and to retain key employees of acquired businesses.
<br />Since our inception, we have acquired and integrated 31 complementary businesses, which have contributed significantly to our
<br />growth. We continue to evaluate strategic acquisition opportunities that have the potential to support and strengthen our business,
<br />including acquisitions in the southeastern United States, as part of our ongoing growth strategy. We cannot predict the timing or size of
<br />any future acquisitions. To successfully acquire a significant target, we may need to raise additional equity and/or incur additional
<br />indebtedness, which could increase our leverage level. There can be no assurance that we will be able to identify and complete
<br />acquisition transactions on favorable terms, or at all. The investigation of acquisition candidates and the negotiation, drafting and
<br />execution of relevant agreements, disclosure documents and other instruments require substantial management time and attention and
<br />costs for accountants, attorneys and others. If we fail to complete any acquisition for any reason, including events beyond our control,
<br />the costs incurred up to that point for the proposed acquisition likely would not be recoverable.
<br />Acquisitions typically require integration of the acquired company's estimation, project management, finance, information technology,
<br />risk management, purchasing and fleet management functions. We may be unable to successfully integrate an acquired business into
<br />our existing business, and an acquired business may not be as profitable as we had expected or at all. Acquisitions involve risks that the
<br />acquired business will not perform as expected and that our expectations concerning the value, strengths and weaknesses of the
<br />acquired business will prove incorrect. Our inability to successfully integrate new businesses in a timely and orderly manner could
<br />increase costs, reduce profits or generate losses and prevent us from realizing expected rates of return on an acquired business. Factors
<br />affecting the successful integration of an acquired business include, but are not limited to, the following:
<br />our responsibility for certain liabilities of an acquired business, whether or not known to us, which could include, among other
<br />things, tax liabilities, product and other tort liabilities, breach of contract claims, environmental liabilities, permitting and
<br />regulatory compliance issues and liabilities for employment practices;
<br />• our ability to retain local managers and key employees who are important to the operations of an acquired business;
<br />• the attention required by our senior management and the management of an acquired business for integration efforts, which
<br />could decrease the time that they have to service and attract customers;
<br />https://www.sec,gov/Archives/edgar/data/00017182271000171822721000107/road-20210930.htm 241144
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