ANNUAL REPORT ON FORM 10-K
For the year ended October 31, 2023
TABLE OF CONTENTS
| Page |
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| PART I |
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| Item 1. | Business | 2 |
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| Item 1A. | Risk Factors | 6 |
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| Item 1B. | Unresolved Staff Comments | 21 |
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| Item 2. | Properties | 21 |
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| Item 3. | Legal Proceedings | 21 |
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| Item 4. | Mine Safety Disclosures | 21 |
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| PART II |
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| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 22 |
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| Item 6. | [Reserved] | 22 |
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| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 23 |
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| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 36 |
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| Item 8. | Financial Statements and Supplementary Data | 37 |
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| Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 79 |
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| Item 9A. | Controls and Procedures | 79 |
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| Item 9B. | Other Information | 81 |
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| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 81 |
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| PART III |
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| Item 10. | Directors, Executive Officers and Corporate Governance | 82 |
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| Item 11. | Executive Compensation | 82 |
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| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 82 |
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| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 82 |
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| Item 14. | Principal Accountant Fees and Services | 82 |
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| PART IV |
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| Item 15. | Exhibits and Financial Statement Schedules | 83 |
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| SIGNATURES | | 85 |
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(i)
Cautionary Statement Concerning Forward-Looking Statements and Risk Factors Summary
Certain statements in this Annual Report on Form 10-K (this “Annual Report”) constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, among other things, statements regarding our business, financial condition, results of operation, cash flows, strategies and prospects, and the potential impact of the COVID-19 pandemic on our business. These forward-looking statements may be identified by terminology such as “likely,” “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” or the negative of such terms and other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements contained in this Annual Report are reasonable, we cannot guarantee future results. Our forward-looking statements speak only as of the date of this report or as of the date they are made, and we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
The forward-looking statements contained in this Annual Report are based on our current expectations and beliefs concerning future developments and their potential effects. These statements involve known and unknown risks, uncertainties (some of which are beyond our control) and other factors that may cause the actual results, performance or achievements of the Company to be materially different from those expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to, the items in the following list, which also summarizes some of the principal risks relating to the Company and its business:
| ● | the adverse impact of inflation, including increases in fuel costs, global economic conditions and events related to these conditions; |
| ● | general economic and business conditions, which may affect demand for commercial, infrastructure, and residential construction and adverse effects of major endemics or pandemics on our business; |
| ● | our ability to successfully implement our operating strategy; |
| ● | our ability to successfully identify, manage and integrate acquisitions; |
| ● | our ability to maintain effective internal controls necessary to provide reliable financial reports; |
| ● | governmental requirements and initiatives, including those related to mortgage lending, financing or deductions, funding for public or infrastructure construction, land usage, and environmental, health, and safety matters; |
| ● | seasonal and inclement weather conditions, which impede the installation of ready-mixed concrete; |
| ● | the cyclical nature of, and changes in, the real estate and construction markets, including pricing changes by our competitors; |
| ● | our ability to maintain favorable relationships with third parties who supply us with equipment and essential supplies; |
| ● | our ability to retain key personnel and maintain satisfactory labor relations; |
| ● | disruptions, uncertainties or volatility in the credit markets that may limit our, our suppliers’ and our customers’ access to capital; |
| ● | personal injury, property damage, results of litigation and other claims and insurance coverage issues; |
| ● | our substantial indebtedness and the restrictions imposed on us by the terms of our indebtedness; |
| ● | the effects of currency fluctuations on our results of operations and financial condition; |
| ● | other factors as described below in the section entitled “Risk Factors.” |
PART I
