Table of Contents



 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended October 31, 20212023

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from to

 

Commission File Number: 001-38166

 

CONCRETE PUMPING HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

83-1779605

(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)

 

500 E. 84th Avenue, Suite A-5

Thornton, Colorado

80229

(Address of Principal Executive Offices)

(Zip Code)

 

(303) 289-7497

(Registrant’s Telephone Number, Including Area Code)


 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

BBCP

Nasdaq Stock Market LLC

 

Securities registered pursuant to Section 12(g) of the Act:

 

None

 


 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

 

 

 

If an emerging growth company, indicate by check mark if the Registrantregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐   No ☒

 

The aggregate market value of the common equity held by non-affiliates of the registrant was $209,028,284$190,498,006 based upon the market price of $8.13$6.95 per share on April 30, 2021.28, 2023. As of January 11, 2022, 56,668,48112, 2024, 53,747,565 shares of common stock, par value $0.0001 per share, were issued and outstanding.

 

Documents Incorporated by Reference: Portions of the registrant’s definitive proxy statement relating to the registrant’s 20222024 Annual Meeting of Stockholders to be filed hereafter are incorporated by reference into Part III of this Annual Report on Form 10-K.

 



 

 

 

 

Concrete Pumping Holdings, Inc.

ANNUAL REPORT ON FORM 10-K

For the year ended October 31, 2023

 

TABLE OF CONTENTS

 

 

 

Page

PART I

 

 

Item 1.

Business

2

Item 1A.

Risk Factors

6

Item 1B.

Unresolved Staff Comments

2421

Item 2.

Properties

2421

Item 3.

Legal Proceedings

2421

Item 4.

Mine Safety Disclosures

2421

 

 

 

PART II

 

 

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

2522

Item 6.

[Reserved]

2522

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

2623

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

4136

Item 8.

Financial Statements and Supplementary Data

4237

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

8579

Item 9A.

Controls and Procedures

8579

Item 9B.

Other Information

8681

Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections81

 

 

 

PART III

 

 

Item 10.

Directors, Executive Officers and Corporate Governance

8782

Item 11.

Executive Compensation

8782

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

8782

Item 13.

Certain Relationships and Related Transactions, and Director Independence

8782

Item 14.

Principal Accountant Fees and Services

8782

 

 

 

PART IV

 

 

Item 15.

Exhibits and Financial Statement Schedules

8883

Item 16.

Form 10-K Summary

9084

 

 

 

SIGNATURES

 

9185

 

(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. However, any further disclosures made on related subjects in subsequent reports on Forms 10-K, 10-Q and 8-K should be considered.

 

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 effectsimpact of the coronavirus ("COVID-19") pandemic on our business, the economyinflation, including increases in fuel costs, global economic conditions and the markets we serve;

the length and severity of, and the pace of recovery following, the COVID-19 pandemic;

events related to these conditions;

 

 

general economic and business conditions, which may affect demand for commercial, infrastructure, and residential construction;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.”

 

1

 

PART I

 

Item 1. Business

 

Concrete Pumping Holdings, Inc. is a Delaware corporation headquartered in Thornton (near Denver), Colorado. We refer to Concrete Pumping Holdings, Inc. as the “Company,” “CPH,”, “us”, “we” or “our” in this Annual Report, and these designations include our subsidiaries unless we state otherwise. On December 6, 2018 (the “Closing Date”), the Company, formerly known as Concrete Pumping Holdings Acquisition Corp., consummated a business combination transaction (the “Business Combination”) pursuant to which it acquired (i) the private operating company formerly called Concrete Pumping Holdings, Inc. and (ii) the former special purpose acquisition company called Industrea Acquisition Corp (“Industrea”). In connection with the closing of the Business Combination, the Company changed its name to Concrete Pumping Holdings, Inc. 

 

Our principal executive offices are located at 500 E. 84th Ave., Suite A-5, Thornton, Colorado, 80229. We maintain a website at https://www.concretepumpingholdings.com/. The information contained on, or that may be accessed through, our website is not part of, and is not incorporated into, this Annual Report.

 

Overview

 

CPH is a leading provider of concrete pumping services and concrete waste management services in the United States (“U.S.”) and the United Kingdom (“U.K.”) based on fleet size, primarily operating under what we believe are the only established, national concrete pumping brands in both geographies – Brundage-Bone Concrete Pumping, Inc. (“Brundage-Bone”) for concrete pumping in the U.S., Camfaud Group Limited (“Camfaud”) in the U.K., and Eco-Pan, Inc. (“Eco-Pan”) for waste management services in both the U.S. and U.K. The Brundage-Bone business was founded in 1983 in Denver, Colorado. Since then, the Company has expanded across the U.S. and U.K. through more than 6070 strategic acquisitions. Eco-Pan was founded in 1999 and was acquired by CPH in 2014. In November 2016, we entered the U.K. market through the acquisition of Camfaud and in May 2019,Camfaud. In recent years, we acquired Capitalhave successfully executed on our acquisition strategy, including (1) our fiscal 2022 acquisition of Pioneer Concrete Pumping LP and its affiliatesService, Inc. (“Capital”Pioneer”), a concrete pumping provider based in Texas. The Capital acquisitionwhich provided us with complementary assets and operations in both Georgia and significantlyTexas, and (2) our acquisition of Coastal Carolina Concrete Pumping, Inc. ("Coastal") in August of 2022, which expanded our footprintoperations in the Carolinas and business in Texas.Florida.

 

Concrete pumping is a highly specialized method of concrete placement that requires skilled operators to position a truck-mounted, fully-articulating boom for precise delivery of ready-mix concrete from mixer trucks to placing crews on a construction job site. In addition, given the rising awareness of environmental factors, proper concrete washout handling is an important area of focus for our Company given rising awareness of environmental factors.Company. We believe that our large fleet of specialized pumping equipment, washout pans and trucks, and highly-trained operators enable us to be the trusted provider of concrete placement and concrete waste management solutions to our customers. We deliver and facilitate substantial labor cost savings, shortened concrete placement times, enhanced worksite safety, and efficient concrete washout containment, and thereby help improve the overall quality of construction projects. As of October 31, 2021,2023, we operated a fleet of approximately 1,3001,580 units of equipment, with approximately 1,3001,720 employees and approximately 140150 locations globally.

 

With almost 40 years of experience, we believe we are the only nationally-scaled provider of concrete pumping services in the U.S. and the U.K., with the most comprehensive and reliable fleet and highly-skilled operators to provide quality service. We are especially equipped to support large and technically complex construction projects, which generally command higher price points than smaller projects. In addition, we have actively focused our business on commercial and infrastructure construction projects, while continuing to pursue profitable residential opportunities. Our fleet is capable of handling multiple large projects concurrently and can be deployed on short-notice across the U.S. and the U.K., thereby allowing us to efficiently allocate resources depending on market conditions to more profitable markets. Our highly complementary Eco-Pan business provides customers with a one-stop solution for their concrete washout needs.services to customers. We plan to continue establishing additional Eco-Pan locations across the U.S. and the U.K., and further penetrate our existing concrete pumping customer base by cross-selling our Eco-Pan services. 

 

As of October 31, 2021,2023, we estimate our share of the concrete pumping market to be approximately 13%17% in the U.S. and approximately 34%30% in the U.K., based on fleet size. In the U.S. and U.K. markets, we serve a large and diverse customer base and as of October 31, 2021,2023, our top ten customers represented less than 10% of our total revenue and had an average tenure of more than 20 years.

 

2

 

Segments

 

We operate through the following four reportable segments:

 

U.S. Concrete Pumping: Our U.S. concrete pumping services segment represented 73%72% of our total revenue for the year ended October 31, 20212023, and services from this segment are primarily provided under our Brundage-Bone and Capital Pumping brands, which as of October 31, 20212023 operated a total fleet of approximately 7801,060 equipment units from a diversified footprint of approximately 90100 locations across 1921 states. We provide operated concrete pumping services, for which customers are billed on a negotiated time and volume basis based on the duration of the job and yards of concrete pumped. Additional charges (such as a fuel surcharge and travel costs) are frequently added based on specific project requirements. Typically, we send a single operator with each concrete pump. We do not take ownership of the concrete and thus have minimal inventory or product liability risk. We typically do not engage in fixed-bid work or have surety bonding requirements and operate a daily fee-based revenue model regardless of overall construction project completion.

 

U.S. Concrete Waste Management Services: Our U.S. concrete waste management services segment represented 12%14% of our total revenue for the year ended October 31, 2021. Through2023. Operating under our Eco-Pan business,brand, with approximately 115 trucks and over 10,000 custom metal pans or containers for construction sites from 19 locations in the U.S. as of October 31, 2023, we are a leading provider of concrete waste management services in the U.S. Eco-Pan providesU.S, providing a full-service, route-based, cost-effective, regulation-compliant solution to manage environmental issues caused by concrete washout. Eco-Pan is a route-based solution that operates approximately 90 trucks and over 6,900 custom metal pans or containers for construction sites from 17 locations in the U.S. as of October 31, 2021. We charge a fixed fee that includes (1) the round-trip delivery fee and pickup of watertight pans / containers, (2) environmental disposal of concrete washout and (3) a daily usage fee forspecified number of days the pans and/ containers that is typically negotiated on a weekly or monthly rental rate.can be used for. This provides a turnkey solution to the customer compared to the alternatives of bagging the waste concrete, pouring it into an on-site lined pit, or disposing of it into trash dumpsters and arranging for a pick-up. Eco-Pan delivers watertight pans to job sites to collect concrete washwater, and subsequently delivers it to recycling centers. Disposal fees charged by the recycling centers are passed on to the customer. To the extent that the pans or containers are held at the job site for an extended number of days or irregular waste is found in the pan, we charge incremental fees. Our trucks are designed to allow for the pick-up and re-delivery of multiple pans, leading to significant incremental efficiencies as route densities increase.

 

U.K. Operations: Our U.K. operations segment represented 15%14% of our total revenue for the year ended October 31, 20212023, and consisted of concrete pumping and concrete waste management services. Our concrete pumping services are primarily provided through either our Camfaud brand (operated pumping services) or our Premier Concrete Pumping brand (rental of pumping equipment on a long-term basis without an operator). Mobile equipment is charged to customers under a minimum hire rate, which is typically five to eight hours. Our concrete pumping business in the U.K. is comprised of a fleet of approximately 380400 equipment units that are serviced from approximately 30 locations as of October 31, 2021.2023. In addition, during the third quarterresults of fiscal 2019 we startedour concrete waste management operations under our Eco-Pan brand name in the U.K. and the results of these operations are included in this segment. Our Eco-Pan business in the U.K. is operated from a shared Camfaud location as of October 31, 2021.2023. We bill our customers for our Eco-Pan services in the same manner as our U.S. Eco-Pan services.

Corporate: Our Corporate segment is primarily related to the intercompany leasing of real estate to certain of our U.S Concrete Pumping branches.

 

Competitive Environment 

 

The concrete pumping industry is highly fragmented in both the U.S. and the U.K. In the U.S., we believe there are approximately 1,000 industry participants, the majority of which operate with an average of five to ten pumps each, aeach. A limited number havinghave a multi-regional presence (average of 50-60 pumps) and no other company havingcompanies have a national presence. We believe many industry participants are undercapitalized, utilize aged equipment and operate only smaller and significantly fewer boom pumps. In a typical geographic market, we generally compete with only one or two other concrete pumping companies that can perform the larger and more complex projects that we typically target.

 

In the concrete waste management industry, we compete with local operators who may have a small number of washout pans but are not capable of offering services across the U.S. We believe we are the only operator of scale with a national footprint in this industry and estimate that there is only one competitor on a national level. While the technology underlying the washout pans is less sophisticated than that for a concrete pump, we believe having the capacity and route density that Eco-Pan has achieved is a differentiator in terms of profitability. Our U.K. operations segment is the pioneer of the concrete waste management service in the U.K. and as such, we are not aware of any equivalent competitor in the U.K.

 

3

 

Equipment

 

Our fleet is operated by approximately 8301,010 experienced employees as of October 31, 2021,2023, each of whom is required to complete rigorous training and safety programs. In addition, we have approximately 110160 skilled mechanics who perform in-house equipment servicing. As of October 31, 2021,2023, we owned 100% of our fleet consisting of approximately 820930 boom pumps, ranging in size from 1716 to 6566 meters, 7090 placing booms, 20 telebelts, 250300 stationary pumps, and 90115 waste management trucks. As of October 31, 2021,2023, the average age of our fleet was approximately 9 years old and most of our equipment had useful lives of 20 to 25 years.

 

Customers

 

We serve a base of more than 14,000approximately 12,000 customers (often with several projects per customer) across the U.S. and the U.K. and have an approximate 93%90% customer retention rate based on our top 500 customers and 100%~100% customer retention rate of our top 100 customers as of October 31, 2021.2023. In addition, as of October 31, 2021,2023, our top ten customers represented less than 10% of our total revenue and had an average tenure of more than 20 years. Our customer composition is largely dependent on geographic location and general economic and construction market trends within individual operating markets. We actively monitor regional trends and target customers in fast-growing markets through our extensive geographic footprint and knowledge of the local construction markets in each region in which we operate.

 

Our customer base consists of general contractors or concrete contractors that span across the commercial, infrastructure and residential end markets. We also sell replacement parts to regional operators that lack the capital and scale to independently maintain a sufficiently stocked replacement parts inventory. Our contractual arrangements with customers are typically on a project-to-project purchase order basis.

 

Suppliers

 

We primarily purchase pumping equipment, replacement parts, and fuel for our day-to-day operations. Concrete pumping equipment is primarily sourced from three suppliers – Schwing, Putzmeister, and Alliance. There are a number of other suppliers as well and we are not solely dependent upon any single one. We believe we are the concrete pumping industry’s largest consumer of concrete pumping supplies and, as such, have significant leverage with respect to making purchases.purchasing efficiencies. We typically purchase fuel in bulk at favorable prices and utilize onsite fuel storage facilities.

 

Employees

 

As of October 31, 2021,2023, we had approximately 1,3001,720 employees across the U.S. and the U.K., of which approximately 9401,170 are highly-skilled equipment operators and mechanics, approximately 100230 are managers, approximately 50 are in sales, and approximately 6070 are dispatchers. The remaining employees include administrative support, corporate functions, and laborers. Our employees have an average tenure of over fiveapproximately four years for pump operators. Additionally, our regional managers have, on average, approximately 3032 years of experience in the concrete pumping industry. We maintain a highly sophisticated, industry recognized training program, which ensures all operators can meet the requirements of any project. Operators are trained in concrete pumping as well as in basic mechanical repair, while shop managers are trained in inspection and maintenance of all critical truck systems.

 

Approximately 120 employees in CPH’s workforce are unionized across California, Oregon and Washington. These individuals are represented by the International Union of Operating Engineers (“IUOE”) under three separate collective bargaining agreements. We have historically maintained favorable relations with the IUOE and have not experienced any significant disputes, disagreements, strikes or work stoppages.

 

Safety

 

To our knowledge, we are the only concrete pumping company in the U.S. and the U.K. with a comprehensive,We maintain an active safety program, including an in-house corporate safety department and a designated safety trainer at each branch. As part of our safety management program, we actively track key safety performance indicators at each branch location to monitor safety performance and takeseek to implement corrective actionactions when needed. Over the last two years, our Total Recordable Incident Rate (“TRIR”) has remained better than industry averages.

 

4

 

Environmental Matters

 

We are subject to various federal, state and local and environmental laws and regulations, including those governing the discharge of pollutants into air or water, the management, storage and disposal of, or exposure to, hazardous substances and wastes, the responsibility to investigate and clean up contamination, and occupational health and safety. Fines and penalties may be imposed for non-compliance with applicable environmental, health and safety requirements and the failure to have or to comply with the terms and conditions of required permits. We are not aware of any material instances of non-compliance with respect to environmental regulations.

 

Available Information

 

We make our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), available free of charge on our website as soon as reasonably practicable after we file or furnish the materials electronically with the Securities and Exchange Commission (“SEC”). To obtain any of this information, go to our investor relations website, www.ir.concretepumpingholdings.com, and select “SEC Filings”. Our investor relations website includes our Code of Business Conduct and Ethics and charters for the Audit, Compensation and Corporate Governance/Nominating Committees. These materials may also be obtained, free of charge, at www.ir.concretepumpingholdings.com (select “Governance”“Corporate Governance”).

 

5

 

Item 1A. Risk Factors

 

Risks Related to the Company’s Business and Operations

 

The COVID-19 pandemic, including the efforts to mitigate its impact, has had and may continue to have a material adverse effect on our business, liquidity, results of operations, financial condition and price of our securities. 

Despite recent progress in the administration of vaccines, both the outbreak of recent variants, including Delta and Omicron, and the related containment and mitigation measures that have been put into place across the globe, have had and are likely to continue to have a serious adverse impact on the global economy and our business, the severity and duration of which are uncertain. To date, the COVID-19 pandemic has negatively impacted our revenue volumes primarily in the U.K. and certain markets in the U.S. This impact was most heavily pronounced in the second and third quarters of fiscal 2020. Beginning in the fourth quarter of fiscal 2020, revenue volumes began showing signs of improvement, and as of fiscal 2021 year-end, they have largely returned back to pre-pandemic levels for most of our markets in the U.S. and near pre-pandemic levels in the U.K.; however, the impact from COVID-19 remains an issue in certain markets. In addition, the COVID-19 pandemic drove a sustained decline in our stock price and a deterioration in general economic conditions in its fiscal 2020 second quarter, which qualified as a triggering event necessitating the evaluation of its goodwill and long-lived assets for indicators of impairment, which led to the identification of impairments. Additional impairments may be recorded in the future based on events and circumstances, including those related to COVID-19.

The COVID-19 pandemic has resulted in a decrease in the availability of, and an increase in the cost of, contractors and subcontractors, including as a result of infections, recommended self-quarantining or governmental mandates to direct production activities to support public health efforts. Our ability to provide construction services depends on our customers’ ability to find and maintain skilled contractors, subcontractors and employees. If our customers are unable to keep skilled subcontractors, contractors and employees due to COVID-19 or other issues, our services may be postponed or cancelled, which could materially affect our financial performance.

Likewise, the continued uncertainty about the duration of the COVID-19 pandemic may disrupt our employee retention and talent management strategies and affect our business operations. COVID-19 has created uncertainty with respect to the return to the workforce which affects our employee retention and talent management strategies. We cannot predict with certainty how the post-COVID return to workforce measures will affect our employee retention and talent management strategies. The consequences that may result from continued disruptions or a failure of our employee retention and talent management strategies can include inadequate staffing levels, lack of key talent, or eroding employee morale and productivity.

In addition, construction activities and land development are subject to extensive government regulations. In response to the COVID-19 pandemic, many countries and localities across the world have implemented a variety of regulations in order to slow and limit the transmission of the virus. Such regulations relate to zoning, design and business standards, as well as land use, health, safety and the environment. Due to the COVID-19 pandemic, construction-related activity has been halted in several locations in which we operate, most notably our U.K. operations and certain markets in the U.S., in part, due to new government regulations implemented in response to this pandemic. To date, we have experienced declines in demand for our services due to shelter-in-place orders and mandates to halt all residential and commercial construction. The continuation or reimplementation of any such regulations can delay construction and negatively impact our cash position in light of continuing obligations to serve our outstanding debt obligations.

Furthermore, the extent to which the COVID-19 pandemic will ultimately impact our business and results of operations is highly uncertain and will be affected by a number of factors, including: the duration and extent of the pandemic; the duration and extent of imposed or recommended containment and mitigation measures; the extent, duration and effective execution of government stabilization and recovery efforts, including those from the successful distribution of an effective vaccine; the impact of the pandemic on economic activity, including on construction projects and our customers’ demand for our services; our ability to effectively operate, including as a result of travel restrictions and mandatory business and facility closures; the ability of our customers to pay us for services rendered; any further closures of our and our customers’ offices and facilities and inability to retain employees; and any additional project delays or shutdowns. Customers may also slow down decision-making, delay planned work or seek to terminate existing agreements. The occurrence of these events has had and may continue to have a material adverse effect on our business, financial condition, results of operations, including further impairment to our goodwill and intangible assets, and/or stock price.

6

Our business is cyclical in nature and a slowdown in the economic recovery or a decrease in general economic activity, especially as it pertains to construction spending, has in the past and could have a material adverse effect onin the future negatively impact our revenues and operatingfinancial results.

 

Substantially all of our customer base comes from the commercial, infrastructure and residential construction markets. AGlobal economic challenges including inflation, increased fuel costs, supply-chain disruptions, and adverse labor market conditions have caused macroeconomic uncertainty and volatility in markets where we operate, and as a result of these challenges, (1) we have experienced negative impacts to our gross margins where we have not been able to fully pass these cost increase factors on to our customers and (2) some of our customers’ projects have been delayed or potentially cancelled. Although economic conditions have shown signs of improvement in recent months, any further worsening of economic conditions or a decrease in construction expenditures and/or investments could cause weakness in our end markets, cause declines in construction and industrial activity, and materially adversely affect our revenue and operating results.

 

The following factors, among others, may cause weakness in our end markets, either temporarily or long-term:

 

 

the depth and duration of an economic downturnslowdown and lack of availability of credit;

lingering effects of the COVID-19 pandemic and macroeconomic factors, which have resulted in a tight labor market and impacted supply chains, our operations and our customers’ operations;

 

uncertainty regarding general or regional economic conditions;

 

reductions in corporate spending for plants and facilities or government spending for infrastructure projects;

reductions in commercial and residential construction spending activity;

 

the cyclical nature of our customers’ businesses, particularly those operating in the commercial, infrastructure and residential construction sectors;

 

an increase in the cost of construction materials;

 

a decrease in investment in certain of our key geographic markets;

 

changes in interest rates and lending standards;

 

��

an overcapacity in the businesses that drive the need for construction;

 

adverse weather conditions, which may temporarily affect a particular region or regions;

 

reduced construction activity in our end markets;

 

terrorism or hostilities involving the U.S. or the U.K.;

 

change in structural construction designs of buildings (e.g., wood versus concrete);

 

risks of political or economic instability (e.g., negative impact on our U.K. business as a result of Brexit);instability; and

 

oversupply of equipment or new entrants into the market area resulting in pricing uncertainty.greater competitive activity.

 

A downturn in any of our end markets in one or more of our geographic markets caused by these or other factors could have a material adverse effect on our business, financial conditions, results of operations and cash flows.

 

Our business is seasonal and subject to adverse weather.weather conditions.

 

Since our business is primarily conducted outdoors, erratic weather patterns, seasonal changes and other weather-related conditions affect our business. Adverse weather conditions, including hurricanes and tropical storms, cold weather, snow, and heavy or sustained rainfall, reduce construction activity, restrict the demand for our products and services, and impede our ability to deliver and pump concrete efficiently or at all. In addition, during periods of extended adverse weather or other operational delays, we may elect to continue to pay certain hourly employees to maintain our workforce, which may adversely impact our results of operations. In addition, severe drought conditions can restrict available water supplies and restrict production. Consequently, these events have in the past and could in the future adversely affect our business, financial condition, results of operations, liquidity and cash flows.

 

76

 

Our revenue and operating results have varied historically from period to period and any unexpected periods of decline could result in an overall decline in our available cash flows.

 

Our revenue and operating results have varied historically from period to period and may continue to do so. We have identified below certain of the factors that have in the past and may in the future cause our revenue and operating results to vary:

 

 

seasonal weather patterns in the construction industry on which we rely, with activity tending to be lowest in the winter and spring;

 

the timing of expenditures for maintaining existing equipment, new equipment and the disposal of used equipment;

 

changes in demand for our services or the prices we charge due to changes in economic conditions, competition or other factors;

 

changes in the interest rates applicable to our variable rate debt, and the overall level of our debt;

 

fluctuations in fuel costs;

 

general economic conditions in the markets where we operate;

 

the cyclical nature of our customers’ businesses;

 

price changes in response to competitive factors;

 

other cost fluctuations, such as costs for employee-related compensation and benefits;

 

labor shortages, work stoppages or other labor difficulties and labor issues in trades on which our business may be dependent in particular regions;

 

potential enactment of new legislation affecting our operations or labor relations;

 

timing of acquisitions and new branch openings and related costs;

 

possible unrecorded liabilities of acquired companies and difficulties associated with integrating acquired companies into our existing operations;

 

changes in the exchange rate between the U.S. dollar ("USD"(“USD”) and Great Britain pound sterling ("GBP"(“GBP”);

 

potential increased demand from our customers to develop and provide new technological services in our business to meet changing customer preferences;

 

our ability to control costs and maintain quality;

 

our effectiveness in integrating new locations and acquisitions; and

 

possible write-offs or exceptional charges due to changes in applicable accounting standards, reorganizations or restructurings, obsolete or damaged equipment or the refinancing of our existing debt.

 

Accordingly, our operating results in any particular quarter may not be indicative of the results that can be expected for any other quarter or for the entire year. Furthermore, negative trends in the concrete pumping and waste management industries or in our geographic markets could have material adverse effects on our business, financial condition, results of operations, liquidity and cash flows.

 

Our business is highly competitive and competition may increase, which could have a material adverse effect on our business.

 

The concrete pumping industry is highly competitive and fragmented. Many of the markets in which we operate are served by several competitors, ranging from larger regional companies to small, independent businesses with a limited fleet and geographic scope of operations. Some of our principal competitors may have more flexible capital structures or may have greater name recognition in one or more of our geographic markets. We generally compete on the basis of, among other things, quality and breadth of service, expertise, reliability, price and the size, quality and availability of our fleet of pumping equipment, which is significantly affected by the level of our capital expenditures. If we are required to reduce or delay capital expenditures for any reason, including due to restrictions contained in, or debt service payments required by, our credit facilities or otherwise, the ability to replace our fleet or the age of our fleet may put us at a disadvantage to our competitors and adversely impact our ability to generate revenue. In addition, our industry may be subject to competitive price decreases in the future, particularly during cyclical downturns in our end markets, which can adversely affect revenue, profitability and cash flow. We may encounter increased competition from existing competitors or new market entrants in the future, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

 

87

 

We are dependent on our relationships with key suppliers to obtain equipment for our business.

 

We depend on a small group of key manufacturers of concrete pumping equipment to sell equipment to us. We have historically relied primarily on three suppliers and we cannot provide assurance that our favorable working relationships with our suppliers will continue in the future or that they will continue to provide high-quality products, service and support. Any deterioration in the quality of such products, service or support could result in additional maintenance costs and operational issues.

 

In addition, the concrete industry has historically been subject to periods of supply shortages, particularly in a strong economy.economy or due to macroeconomic supply chain issues. We cannot predict the impact on our suppliers of changes in the economic environment and other developments in their respective businesses. Insolvency, financial difficulties, strategic changes or other factors may result in our suppliers not being able to fulfill the terms of their agreements with us, whether satisfactorily or at all. Further, such factors may render suppliers unwilling to extend contracts that provide favorable terms to us or may force them to seek to renegotiate existing contracts with us. Termination of our relationship with any of our key suppliers, or interruption of our access to concrete pumping equipment, pipe or other supplies, could have a material adverse effect on our business, financial condition, results of operations and cash flows.

 

As the average fleet age increases, our offerings may not be as attractive to potential customers and our operating costs may materially increase, impacting our results of operations.

 

As our equipment ages, the cost of maintaining such equipment, if not replaced within a certain period of time or amount of use, will likely increase. We estimate that our fleet assets generally will have a useful life of up to 25 years depending on the size of the machine, hours in service, yardage pumped, and, in certain instances, other circumstances unique to an asset. We manage our fleet of equipment according to the wear and tear that a specific machine or type of equipment is expected to experience over its useful life. As of October 31, 2021,2023, the average age of our concrete pumping equipment was approximately nine years. If the average age of our equipment increases, whether as a result of our inability to access sufficient capital to maintain or replace equipment in a timely manner or otherwise, our investment in the maintenance, parts and repair for individual pieces of equipment may exceed the book value or replacement value of that equipment. We cannot provide assurance that costs of maintenance will not materially increase in the future. Any material increase in such costs could have a material adverse effect on our business, financial condition and results of operations. Additionally, as our equipment ages, it may become less attractive to potential customers, thus decreasing our ability to effectively compete for new business.

 

The costs of new equipment we use in our fleet may increase, requiring us to spend more for replacement equipment or preventing us from procuring equipment on a timely basis.

 

The cost of new equipment for use in our concrete pumping fleet has increased and could further increase due to increased material costs to our suppliers or other factors beyond our control. Such increases could materially adversely impact our financial condition, results of operations and cash flows in future periods. Furthermore, changes in technology or customer demand could cause certain of our existing equipment to become obsolete and require us to purchase new equipment at increased costs.

 

98

 

We sell used equipment on a regular basis. Our fleet is subject to residual value risk upon disposition and may not sell at the prices or in the quantities we expect.

  

We continuously evaluate our fleet of equipment as we seek to optimize our vehicle size and capabilities for our end markets in multiple locations. We therefore seek to sell used equipment on a regular basis. The market value of any given piece of equipment could be less than its depreciated value at the time it is sold. The market value of used equipment depends on several factors, including:

 

 

the market price for comparable new equipment;

 

the time of year that it is sold;

 

the supply of similar used equipment on the market;

 

the existence and capacities of different sales outlets;

 

the age of the equipment, and the amount of usage of such equipment relative to its age, at the time it is sold;

 

worldwide and domestic demand for used equipment;

 

the effect of advances and changes in technology in new equipment models;

 

changing perception of residual value of used equipment by the Company’s suppliers; and

 

general economic conditions.

 

We include in income from operations the difference between the sales price and the net book value of an item of equipment sold. Changes in our assumptions regarding depreciation could change our depreciation expense, as well as the gain or loss realized upon disposal of equipment. Sales of our used concrete pumping equipment at prices that fall significantly below our expectations or in lesser quantities than we anticipate could have a negative impact on our financial condition, results of operations and cash flows.

 

If we determine that our goodwill has become impaired, weWe have in the past and may in the future incur impairment charges as a result of an impairment to goodwill or intangible assets, which would negatively impact our operating results.

 

Goodwill represents the excess of cost over the fair value of net assets acquired in business combinations.

 

We assess potential impairment of our goodwill at least annually. Impairment may result from significant changes in the manner of use of the acquired assets, negative industry or economic trends or significant underperformance relative to historical or projected operating results. An impairment of our goodwill may have a material adverse effect on our results of operations.

 

During the fiscal year ended October 31, 2020, the COVID-19 pandemic drove a sustained decline in our stock price and a deterioration in general economic conditions, resulting in us recording goodwill and intangibles impairment charges totaling $57.9 million in the second quarter of fiscal 2020. At October 31, 2021,2023, we had remaining recorded goodwill of $224.7$221.5 million related to multiple acquisitions.

 

If we are unable to collect on contracts with a significant number of customers, our operating results would be adversely affected.

 

We have billing arrangements with a majority of our customers that provide for payment on agreed terms after our services are provided. If we are unable to manage credit risk issues adequately, or if a large number of customers should have financial difficulties at the same time, our credit losses could increase significantly above their low historical levels and our operating results would be adversely affected. Further, delinquencies and credit losses increased during the last recession and generally can be expected to increase during economic slowdowns or recessions.

 

Fluctuations in fuel costs or reduced supplies of fuel could harm our business.

 

Fuel costs represent a significant portion of our operating expenses and we are dependent upon fuel to transport and operate our equipment. We have in the past and could in the future be adversely affected by limitations on fuel supplies or increases in fuel prices that result in higher costs of transporting equipment to and from job sites and higher costs to operate our concrete pumps and other equipment. Although we are able to pass through the impact of fuel price charges to most of our customers, there is often a lag before such pass-through arrangements are reflected in our operating results and there may be a limit to how much of any fuel price increases we can pass onto our customers. Any such limits may adversely affect our results of operations.

 

109

 

We depend on access to our branch facilities to service our customers and maintain and store our equipment, and natural disasters and other developments could materially adversely affect our business, financial condition and results of operations.

 

We depend on our primary branch facilities in the U.S. and U.K., respectively, to store, service and maintain our fleet. These facilities contain most of the specialized equipment we require to service our fleet, in addition to the extensive secure storage areas needed for a significant number of large vehicles. If any of our facilities were to sustain significant damage or become unavailable to us for any reason, including natural disasters, our operations could be disrupted, which could in turn adversely affect our relationships with our customers and our results of operations and cash flow. Any limitation on our access to facilities as a result of any breach of, or dispute under, our leases could also disrupt and adversely affect our operations. In addition, if natural disasters such as forest fires were to cause significant disruptions to the construction projects where we focus our business, our operations could be disrupted, which could in turn materially adversely affect our business, financial condition and results of operations.

 

Due to the material portion of our business conducted in currency other than U.S. dollars, we have significant foreign currency risk.

 

Our consolidated financial statements are presented in accordance with GAAP, and we report, and will continue to report, our results in U.S. dollars. Some of our operations are conducted by subsidiaries in the United Kingdom and the results of operations and the financial position of these subsidiaries are recorded in the relevant foreign currencies and then translated into U.S. dollars. Any change in the value of the pound sterling against the U.S. dollar during a given financial reporting period would result in a foreign currency loss or gain on the translation of U.S. dollar denominated revenues and costs. The exchange rates between the pound sterling against the U.S. dollar have fluctuated significantly in recent years and may fluctuate significantly in the future. Consequently, our reported earnings has in the past and could in the future fluctuate materially as a result of foreign exchange translation gains or losses and may not be comparable from period to period.

 

Potential acquisitionsAcquisitions and expansions into new markets may result in significant transaction expense and expose us to risks associated with entering new markets and integrating new or acquired operations.

 

We may encounter risks associated with entering new markets in which we have limited or no experience. New operations require significant capital expenditures and may initially have a negative impact on our short-term cash flow, net income and results of operations, or may never become profitable.

 

In addition, our industry is highly fragmented, and we expect to consider acquisition opportunities when we believe they would enhance our business and financial performance. However, acquisitions may impose significant strains on our management, operating systems and financial resources, and could experience unanticipated integration issues. The pursuit and integration of acquisitions mayhas in the past and can continue to require substantial attention from our senior management, which will limit the amount of time they have available to devote to our existing operations. Our ability to realize the expected benefits from any future acquisitions depends in large part on our ability to integrate and consolidate the new operations with our existing operations in a timely and effective manner. Future acquisitions could also result in the incurrence of substantial amounts of indebtedness and contingent liabilities (including environmental, employee benefits and safety and health liabilities), accumulation of goodwill that may become impaired, and an increase in amortization expenses related to intangible assets. Any significant diversion of management’s attention from our existing operations, the loss of key employees or customers of any acquired business, any major difficulties encountered in the opening of start-up locations or the integration of acquired operations or any associated increases in indebtedness, liabilities or expenses could have a material adverse effect on our business, financial condition or results of operations.

 

We may not realize the anticipated synergies, cost savings or profits from acquisitions.

 

We have completed a number of acquisitions in recent years that we believe present revenue, profit and cost-saving synergy opportunities. However, the integration of recent or future acquisitions may not result in the realization of the full benefits of the revenue, profit and cost synergies that we expected at the time or currently expect within the anticipated time frame or at all. Moreover, we may incur substantial expenses or unforeseen liabilities in connection with the integration of acquired businesses. While we anticipate that certain expenses will be incurred, such expenses are difficult to estimate accurately and may exceed our estimates. Accordingly, the expected benefits of any acquisition may be offset by costs or delays incurred in integrating the businesses. Failure of recent or future acquisitions to meet our expectations and be integrated successfully could have a material adverse effect on our financial condition and results of operations.

 

1110

 

Disruptions in our information technology systems due to cyber security threats, incidents or other factors could limit our ability to effectively monitor and control our operations and adversely affect our operating results, and unauthorized access to customer information on our systems could adversely affect our relationships with our customers or result in liability.

 

Our information technology systems, including our enterprise resource planning system, facilitate our ability to monitor and control our assets and operations and adjust to changing market conditions and customer needs. Any disruptions in these systems or the failure of these systems to operate as expected could, depending on the magnitude of the problem, adversely affect our operating results by limiting our capacity to effectively monitor and control our assets and operations and adjust to changing market conditions in a timely manner. Many of our business records at most of our branches are still maintained manually, and loss of those records as a result of facility damage, personnel changes or otherwise could also cause such disruptions. In addition, because our systems sometimes contain information about individuals and businesses, our failure to appropriately safeguard the security of the data it holds, whether as a result of our own error or the malfeasance or errors of others, could harm our reputation or give rise to legal liabilities, leading to lower revenue, increased costs and other material adverse effects on our results of operations.

 

We have taken important steps intended to mitigate these risks, including business continuity planning, disaster recovery planning and business impact analysis. However, a significant disruption or cyber intrusion could adversely affect our results of operations, financial condition and liquidity. Furthermore, instability in the financial markets as a result of terrorism, sustained or significant cyber-attacks, or war could also materially adversely affect our ability to raise capital.

 

Legal and Regulatory Risks

 

We are exposed to liability claims on a continuing basis, which may exceed the level of our insurance or not be covered at all, and this could have a material adverse effect on our operating performance.

 

Our business exposes us to claims for personal injury, death or property damage resulting from the use of the equipment we operate, rent, sell, service or repair and from injuries caused in motor vehicle or other accidents in which our personnel are involved. Our business also exposes us to workers’ compensation claims and other employment-related claims. We carry comprehensive insurance, subject to deductibles, at levels we believe are sufficient to cover existing and future claims; however, future claims may exceed the level of our insurance, and our insurance may not continue to be available on economically reasonable terms, or at all. Certain types of claims, such as claims for punitive damages, are not covered by our insurance. In addition, we are self-insured for the deductibles on our policies and have established reserves for incurred but not reported claims. If actual claims exceed our reserves, our financial condition, results of operations and cash flows would be adversely affected. Whether or not we are covered by insurance, certain claims may generate negative publicity, which may lead to lower revenues, as well as additional similar claims being filed.

 

Our business is subject to significant operating risks and hazards that have in the past and could in the future result in personal injury or damage or destruction to property, which could result in losses or liabilities to the Company.

 

Construction sites are potentially dangerous workplaces and often put our employees and others in close proximity with mechanized equipment and moving vehicles. Our equipment has been involved in workplace incidents and incidents involving mobile operators of our equipment in transit in the past and may also be involved in such incidents in the future.

 

Our profitability and relationships with our customers is dependent on our safety record. If serious accidents or fatalities occur, regardless of whether we were at fault, or our safety record were to deteriorate, we may be ineligible to bid on certain work, be exposed to possible litigation, and existing service arrangements could be terminated, which could have a material adverse impact on our financial position, results of operations, cash flows and liquidity. Adverse experiences with hazards and claims could have a negative effect on our reputation with our existing or potential new customers and our prospects for future work.

 

In any concrete construction environment, our workers are subject to the usual hazards associated with providing construction and related services on construction sites, including environmental hazards, industrial accidents, hurricanes, adverse weather conditions and flooding. Operating hazards canhave in the past and could in the future cause personal injury or death, damage to or destruction of property, plant and equipment, environmental damage, performance delays, monetary losses or legal liability.

 

1211

 

We have operations throughout the United States and the United Kingdom, which subjects us to multiple federal, state, and local laws and regulations. Moreover, we operate at times as a government contractor or subcontractor which subjects us to additional laws, regulations, and contract provisions. Changes in law, regulations, government contract provisions, or other legal requirements, or our material failure to comply with any of them, can increase our costs and have other negative impacts on our business.

 

Each of our sites exposes us to a host of different local laws and regulations. These requirements address multiple aspects of our operations, such as worker safety, consumer rights, privacy, employee benefits, antitrust, emissions regulations and may also impact other areas of our business, such as pricing. In addition, government contracts and subcontracts are subject to a wide range of requirements not applicable in the purely commercial context, such as extensive auditing and disclosure requirements; anti-money laundering, anti-bribery and anti-gratuity rules; political campaign contribution and lobbying limitations; and small and/or disadvantaged business preferences. Even when a government contractor has reasonable policies and practices in place to address these risks and requirements, it is still possible for problems to arise. Moreover, government contracts or subcontracts are generally riskier than commercial contracts, because, when problems arise, the adverse consequences can be severe, including civil false claims (which can involve penalties and treble damages), suspension and debarment, and even criminal prosecution. Moreover, the requirements of laws, regulations, and government contract provisions are often different in different jurisdictions. Changes in these requirements, or any material failure by us to comply with them, can increase our costs, negatively affect our reputation, reduce our business, require significant management time and attention and generally otherwise impact our operations in adverse ways.

 

We are subject to numerous environmental and safety regulations. If we are required to incur compliance or remediation costs that are not currently anticipated, our liquidity and operating results could be materially and adversely affected.

 

Our facilities and operations are subject to comprehensive and frequently changing federal, state and local laws and regulations relating to environmental protection and health and safety. These laws and regulations govern, among other things, occupational safety, employee relations, the discharge of substances into the air, water and land, the handling, storage, transport, use and disposal of hazardous materials and wastes and the cleanup of properties affected by pollutants. If we violate environmental or safety laws or regulations, we may be required to implement corrective actions and could be subject to civil or criminal fines or penalties or other sanctions. We cannot assure you that we will not have to make significant capital or operating expenditures in the future in order to comply with applicable laws and regulations or that we will comply with applicable environmental laws at all times. Such violations or liability could have a material adverse effect on our business, financial condition and results of operations.

 

Environmental laws also impose obligations and liability for the investigation and cleanup of properties affected by hazardous substance or fuel spills or releases. These liabilities are often joint and several and may be imposed on the parties generating or disposing of such substances or on the owner or operator of affected property, often without regard to whether the owner or operator knew of, or was responsible for, the presence of hazardous substances. We may also have liability for past contaminated properties historically owned or operated by companies that we have acquired or merged with, even though we never owned or operated such properties. Accordingly, we may become liable, either contractually or by operation of law, for investigation, remediation, monitoring and other costs even if the contaminated property is not presently owned or operated by us, or if the contamination was caused by third parties during or prior to our ownership or operation of the property. Contamination and exposure to hazardous substances can also result in claims for damages, including personal injury, property damage, and natural resources damage claims.

 

Most of our properties currently have above or below ground storage tanks for fuel and other petroleum products and oil-water separators (or equivalent wastewater collection/treatment systems). Given the nature of our operations (which involve the use of diesel and other petroleum products, solvents and other hazardous substances) for fueling and maintaining our equipment and vehicles, and the historical operations at some of our properties, we may incur material costs associated with soil or groundwater contamination. Future events, such as changes in existing laws or policies or their enforcement, or the discovery of currently unknown contamination, may give rise to remediation liabilities or other claims or costs that may be material.

 

1312

 

The JOBS Act permits “emerging growth companies” like usfailure to take advantagemaintain an effective system of certain exemptions from variousinternal controls could adversely affect our financial reporting, requirements applicableresults of operations and share price and harm our business.

Effective internal controls are necessary to other public companies that are not emerging growth companies.provide reliable financial reports and to assist in effective compliance and the prevention of fraud. Any inability to provide reliable financial reports or prevent fraud could adversely affect our results of operations and share price and harm our business.

 

We qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, which we refer to as the “JOBS Act.” As such, we take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as we continue to be an emerging growth company, including (i) the exemption from the auditor attestation requirements with respect tomust annually evaluate our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, (ii) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (iii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. As a result, our stockholders may not have access to certain information they deem important. We had revenues during the fiscal year ended October 31, 2021 of $315.8 million. As of October 31, 2022, we will no longer be an emerging growth company.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as we are an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

We cannot predict if investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result, there may be a less active trading market for securities and our stock price may be more volatile.

If we are unableprocedures to satisfy the requirements of Section 404 of SOX, which requires management and auditors to assess the Sarbanes-Oxley Act oreffectiveness of our internal controls. Our internal control over financial reporting ismay not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, failure or interruption of technology systems, the circumvention or overriding of controls, or fraud. Even effective internal controls can provide only reasonable assurance with respect to the reliabilitypreparation and fair presentation of financial statements. The failure to maintain effective internal controls, as regulatory or financial reporting standards are modified, supplemented or amended from time to time, could subject us to regulatory scrutiny, civil or criminal penalties or stockholder litigation.

Failure to maintain effective internal controls could also result in financial statements that do not accurately reflect our financial condition or results of operations. Inadequate internal controls could cause investors to lose confidence in our reported financial information, which could have a negative effect on investor confidence in our financial statements, may be questioned,the trading price of our stock and our stock price may suffer.

Section 404access to capital. There can be no assurance that we will be able to maintain a system of internal controls that fully complies with the Sarbanes-Oxley Act requires any company subject to the reporting requirements of the U.S. securities lawsSOX or that our management and independent registered public accounting firm will continue to do a comprehensive evaluation of its and its consolidated subsidiaries’ internal control over financial reporting. To comply with this statute, we are currently required to document, test and report onconclude that our internal controls over financial reporting. are effective.

In addition, starting in our 2022 fiscal year, our independent auditors will be requiredwe are subject to issue an opinion on our audit ofrisks related to our internal control over financial reporting. The rules governing the standards that must be met for management to assess our internal control over financial reporting are complexcontrols and require significant documentation, testing and possible remediation to meet the detailed standards under the rules. During the course of our testing, our management has previously identified and may identify in the future, material weaknesses or deficienciescompliance systems, which may not be remedied in timeable to meetprotect us from acts committed by employees, agents, or business partners of ours (or of businesses we acquire or partner with) that would violate U.S. and/or non-U.S. laws, including the deadline imposed bylaws governing payments to government officials, bribery, fraud, kickbacks, and false claims, sales and marketing practices, conflicts of interest, competition, export and import compliance, money laundering, and data privacy. In particular, the Sarbanes-Oxley Act.

14

We may be adversely affected by recent developments relating to Brexit.

On January 31, 2020,U.S. Foreign Corrupt Practices Act, the U.K. withdrewBribery Act, and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials for the European Union (“EU”), which is commonly referredpurpose of obtaining or retaining business. Any such improper actions or allegations of such acts could damage our reputation and subject us to as Brexit. On December 24, 2020, the U.K. and EU reached an agreement which contains rules for how the U.K. and EU are to live, work and trade together. On December 31, 2020, the transition period ended, and the U.K. left the EU single market and customs union.

While almost all of the work performed by our UK Operations segment is performed domesticallycivil or criminal investigations in the U.K., the effects ofUnited States and the perceptions as to the impact from the withdrawal of the U.K. from the EU hasin other jurisdictions and may continue to adversely affect business activity and economic and market conditions in the U.K., the Eurozone, and globally and could contribute to instability in global financial and foreign exchange markets, including volatility in the value of the pound sterling and the euro. In addition, Brexitrelated shareholder lawsuits, could lead to additional political,substantial civil and criminal, monetary and non-monetary penalties and could cause us to incur significant legal and economic instability in the EU or labor shortages due to changes and restrictions regarding the free movement of people into the U.K. from the EU. Since some of the proposed changes due to Brexit have only recently become effective (i.e. further tightening of border controls on January 1, 2022), the Company is still assessing and monitoring the impact that Brexit will have on its business. Any of these effects of Brexit, and others we cannot anticipate, could adversely affect the value of our assets in the U.K., as well as our business, financial condition, results of operations and cash flows.investigatory fees.

 

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could have in the past and could in the future adversely affect our financial condition and results of operations.

 

We are subject to income taxes in the U.S. and U.K., and our domestic tax liabilities will be subject to the allocation of expenses in differing jurisdictions. Our future effective tax rates have in the past and could in the future be subject to volatility or adversely affected by a number of factors, including:

 

 

expected timing and amount of the release of any tax valuation allowances;

 

tax effects of stock-based compensation;

 

costs related to intercompany restructurings;

 

changes in tax laws, regulations or interpretations thereof; and

 

lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates 

 

In addition, we may be subject to audits of our income, sales and other transaction taxes by U.S. federal and state authorities or by U.K. authorities. Outcomes from these audits could have an adverse effect on our financial condition and results of operations. In the past, we have also been subject to adverse rulemaking positions and rulings regarding our tax positions, which could have a material adverse impact on our results of operations and financial condition. For example, effective April 1, 2020, the state of Washington Department of Revenue (“DOR”) published a rule which effectively deems the provision of standalone concrete pumping services as a retail sale subject to sales tax. The Company does not charge sales tax to its customers that provide a reseller certificate, treating this as a wholesale transaction rather than as a retail sale. As such, for the period from April 1, 2020 through October 31, 2023, the Company has continued to not charge sales tax where its customers provide a reseller certificate and has petitioned for declaratory relief from the rule. In February 2023, the Company received an adverse ruling from the Thurston County superior court  regarding its position, which it has appealed and oral argument is scheduled for February 2024 in the Court of Appeals in Tacoma, Washington. If the Company is not successful in its arguments against the DOR in its appeal, an estimated $3.5 million in sales tax, inclusive of interest and penalties, may be owed and would be accrued in the quarter in which the court makes any unfavorable determination.

13

 

Changes in laws or, regulations or rules, or a failure to comply with any laws, regulations or rules, may adversely affect our business, investments and results of operations.

 

We are subject to laws, regulations and rules enacted by national, regional and local governments and Nasdaq. In particular, we are required to comply with certain SEC, Nasdaq and other legal or regulatory requirements in the U.S. and U.K. Compliance with, and monitoring of, applicable laws, regulations and rules may be difficult, time consuming and costly. Those

For example, there is a growing concern from advocacy groups and the general public that the emissions of greenhouse gases and other human activities have caused, or will cause, significant changes in weather patterns and temperatures and the frequency and severity of natural disasters. These concerns have resulted in increasing governmental and societal attention to environmental, social, and governance (“ESG”) matters, including expanding mandatory and voluntary reporting, diligence, and disclosure on topics such as climate change, waste production, water usage, human capital, labor, and risk oversight, and could expand the nature, scope, and complexity of matters on which we are required to control, assess, and report. These and other rapidly changing laws, regulations, policies and related interpretations, as well as increased enforcement actions by various governmental and regulatory agencies, may create challenges for us, including for our compliance and ethics programs, the environment in which we do business and by increasing our ongoing costs of compliance, which could adversely impact our results of operations and cash flows.

These laws, regulations or rules and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws, regulations or rules, as interpreted and applied, could have a material adverse effect on our business and results of operations.

 

15

Employee Related Risks 

 

Our business depends on favorable relations with our employees. Any deterioration of these relations, including those with our union-represented employees, issues with our collective bargaining agreements, labor shortages or increases in labor costs could disrupt our ability to serve our customers, lead to higher labor costs or the payment of withdrawal liability in connection with multiemployer plans, adversely affecting our business, financial condition and results of operations.

 

As of October 31, 2021,2023, approximately 11%9% of our employees in the United States (but none of our employees in the United Kingdom) were represented by unions or covered by collective bargaining agreements. The states in which our employees are represented by unions or covered by collective bargaining agreements are California, Washington and Oregon. There can be no assurance that our non-unionized employees will not become members of a union or become covered by a collective bargaining agreement, including through an acquisition of a business whose employees are subject to such an agreement. Any significant deterioration in employee relations, shortages of labor or increases in labor costs at any of our locations could have a material adverse effect on our business, financial condition or results of operations. A slowdown or work stoppage that lasts for a significant period of time could cause lost revenues and increased costs and could adversely affect our ability to meet our customers’ needs.

 

Furthermore, our labor costs have in the past and could in the future increase as a result of the settlement of actual or threatened labor disputes. In addition, our collective bargaining agreement with our union in California was renewed as of July 1, 2022 and is effective through June 30, 2022 and2025. It will continue on a year-to-year basis after unless parties provide advance written notice to change, amend, modify, or terminate the Agreement. No such notices have been given or received. Our collective bargaining agreement with our union in Oregon expires in 2024. Our collective bargaining agreement with our union in Washington expires in 2037. We cannot assure you that renegotiation of these agreements will be successful or will not result in adverse economic terms or work stoppages or slowdowns.

 

Under our collective bargaining agreements, we are, and have previously been, obligated to contribute to several multiemployer pension plans on behalf of our unionized employees. A multiemployer pension plan is a defined benefit pension plan that provides pension benefits to the union-represented workers of various generally unrelated companies. Under the Employment Retirement Income Security Act of 1974 (“ERISA”), an employer that has an obligation to contribute to an underfunded multiemployer plan, as well as any other entities that are treated as a single employer with such employer under applicable tax and ERISA rules, may become jointly and severally liable, generally upon complete or partial withdrawal from a multiemployer plan, for its proportionate share of the plan’s unfunded benefit obligations. These liabilities are known as “withdrawal liabilities.” Certain of the multiemployer plans to which we are obligated to contribute have been significantly underfunded in the past. If any of the multiemployer plans were to become significantly underfunded again, and go into an “endangered status,” the trustees of the plan would be required to adopt and maintain a rehabilitation plan and we may be required to pay a surcharge on top of our regular contributions to the plan.

 

14

We currently have no intention of withdrawing, in either a complete or partial withdrawal, from any of the multiemployer plans to which we currently contribute, and we have not been assessed any withdrawal liability in the past when we have ceased participating in certain multiemployer plans to which we previously contributed. In addition, we believe that the “construction industry” multiemployer plan exception may apply if we did withdraw from any of our current multiemployer plans. The “construction industry” exception generally delays the imposition of withdrawal liability in connection with an employer’s withdrawal from a “construction industry” multiemployer plan unless and until (among other things) that employer continues or resumes covered operations in the relevant geographic market without continuing or resuming (as applicable) contributions to the multiemployer plan. If this exception applies, withdrawal liability may be delayed or even inapplicable if we cease participation in any multiemployer plan(s). However, there can be no assurance that we will not withdraw from one or more multiemployer plans in the future, that the “construction industry exception” would apply if we did withdraw, or that we will not incur withdrawal liability if we do withdraw. Accordingly, we may be required to pay material amounts of withdrawal liability if one or more of those plans is underfunded at the time of withdrawal and withdrawal liability applies in connection with our withdrawal. In addition, we may incur material liabilities if any multiemployer plan(s) in which we participate requires us to increase our contribution levels to alleviate existing underfunding and/or becomes insolvent, terminates or liquidates.

 

16

Labor relations matters at construction sites where we provide services may result in increases in our operating costs, disruptions in our business and decreases in our earnings.

 

Labor relations matters at construction sites where we provide services may result in work stoppages, which would in turn affect our ability to provide services at such locations. If any such work stoppages were to occur at work sites where we provide services, we could experience a significant disruption of our operations, which could materially and adversely affect our business, financial condition, results of operations, liquidity, and cash flows. Also, labor relations matters affecting our suppliers could adversely impact our business from time to time.

 

Turnover of members of our management, staff and pump operators and our ability to attract and retain key personnel may affect our ability to efficiently manage our business and execute our strategy.

 

Our business depends on the quality of, and our ability to attract and retain, our senior management and staff, and competition in our industry and the business world for top management talent is generally significant. Although we believe we generally have competitive pay packages, we can provide no assurance that our efforts to attract and retain senior management staff will be successful. In addition, the loss of services of certain members of our senior management could adversely affect our business until suitable replacements can be found.

 

We depend upon the quality of our staff personnel, including sales and customer service personnel who(who routinely interact with and fulfill the needs of our customers,customers), and on our ability to attract and retain and motivate skilled operators and fleet maintenance personnel and other associated personnel to operate our equipment in order to provide our concrete pumping services to our customers. There is significant competition for qualified personnel in a number of our markets where we face competition from the oil and gas industry for qualified drivers and operators. There is a limited number of persons with the requisite skills to serve in these positions, and such positions require a significant investment by us in initial and ongoing training of operators of our equipment. We cannot provide assurance that we will be able to locate, employ, or retain such qualified personnel on terms acceptable to us or at all. Our costs of operations and selling, general and administrative expenses have increased in certain markets and may increase in the future if we are required to increase wages and salaries to attract qualified personnel, and there is no assurance that we can increase our prices to offset any such cost increases. There is also no assurance that we can effectively limit staff turnover as competitors or other employers seek to hire our personnel. A significant increase in such turnover could negatively affect our business, financial condition, results of operations and cash flows.

17

 

Risks Related to our Indebtedness

 

Our financing agreements could limit our financial and operating flexibility.

 

Our credit facilities impose, and any future financing agreements could impose, operating and financial restrictions on our activities, including restricting our ability to incur additional indebtedness, pay dividends or make other payments, make loans and investments, sell assets, incur certain liens, enter into transactions with affiliates and consolidate, merge or sell assets. These covenants could limit the ability of the respective restricted entities to fund future working capital and capital expenditures, engage in future acquisitions or development activities, or otherwise realize the value of their assets and opportunities fully because of the need to dedicate a portion of cash flow from operations to payments on debt. In addition, such covenants limit the flexibility of the respective restricted entities in planning for, or reacting to, changes in the industries in which they operate.

 

15

 

We have a significant amount of indebtedness, which could adversely affect our cash flow and our ability to operate our business and to fulfill our obligations under our indebtedness.

 

We have a significant amount of indebtedness. As of October 31, 2021,2023, we had $376.0$394.0 million of indebtedness outstanding, consisting of (1) $375.0 million for our fixed 6.000% senior secured second lien notes due 2026 (the "Senior Notes") and (2) $19.0 million outstanding under our ABL credit agreement (the "ABL Facility"), in addition to $120.6$200.8 million of availability under our ABL Facility. Through June 29, 2022, borrowings in U.S. Dollars bore interest at either (1) an adjusted LIBOR rate plus an applicable margin of 2.25% or (2) a base rate plus an applicable margin of 1.25%. After June 29, 2022 and through May 31, 2023, borrowings in U.S. Dollars bore interest at (1) the secured overnight financing rate ("SOFR") rate plus an applicable margin currently set at 2.00% or (2) a base rate plus an applicable margin currently set at 1.00%. After May 31, 2023, borrowings in U.S. Dollars bear interest at (1) the SOFR rate plus an applicable margin currently set at 2.25% or (2) a base rate plus an applicable margin currently set at 1.25%. The applicable margins for U.S. Dollar loans are subject to a step down of 0.25% based on excess availability levels. Through May 31, 2023, borrowings in GBP bore interest at the sterling overnight indexed average ("SONIA") rate plus an applicable margin currently set at 2.0326%. After May 31, 2023, borrowings in GBP bear interest at the SONIA rate plus an applicable margin equal to 2.2826%. The applicable margins for SONIA are subject to a step down of 0.25% based on excess availability levels. The ABL Facility matures the earlier of (a) June 1, 2028 or (b) the date that is 180 days prior to (i) the final stated maturity date of the Senior Notes or (ii) the date the Senior Notes become due and payable.

 

Our substantial level of indebtedness increases the possibility that we may not generate enough cash flow from operations to pay, when due, the principal of, interest on or other amounts due in respect of, these obligations. Other risks relating to our long-term indebtedness include:

 

 

increased vulnerability to general adverse economic and industry conditions;

 

we have recently experienced higher interest expense on our ABL Facility due to interest rate increases and we could experience higher interest expense on our ABL Facility if interest rates increase on our floating rate borrowingsany further and our hedging strategies do not effectively mitigate the effects of these increases;

 

need to divert a significant portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of cash to fund working capital, capital expenditures, acquisitions, investments and other general corporate purposes;

 

limited ability to obtain additional financing, on terms we find acceptable, if needed, for working capital, capital expenditures, acquisitions and other investments, which may adversely affect our ability to implement our business strategy;

 

limited flexibility in planning for, or reacting to, changes in our businesses and the markets in which we operate or to take advantage of market opportunities; and

 

a competitive disadvantage compared to our competitors that have less debt.

 

In addition, it is possible that we may need to incur additional indebtedness in the future in the ordinary course of business. The terms of our senior secured second lien notes due 2026 (the “Senior Notes”)Senior Notes and ABL credit agreement (the “ABL Facility”)Facility allow us to incur additional debt subject to certain limitations. If new debt is added to current debt levels, the risks described above could intensify. In addition, our inability to maintain certain leverage ratios could result in acceleration of a portion of our debt obligations and could cause us to be in default if we are unable to repay the accelerated obligations.

Changes in interest rates may adversely affect our earnings and/or cash flows.

On July 27, 2017, the United Kingdom’s Financial Conduct Authority (“FCA”), which regulates the London Inter-Bank Offered Rate (“LIBOR”), announced that after December 31, 2021, it would no longer compel banks to submit the rates required to calculate LIBOR. On March 5, 2021, the ICE Benchmark Administration, which administers LIBOR, and the FCA announced that all LIBOR settings will either cease to be provided by any administrator, or no longer be representative immediately after December 31, 2021, for all non-U.S. dollar LIBOR settings and one-week and two-month U.S. dollar LIBOR settings, and immediately after June 30, 2023 for the remaining U.S. dollar LIBOR settings (the “LIBOR Announcement”).

For USD borrowings, our ABL Facility currently bears interest at variable interest rates that use LIBOR. As a result of the LIBOR Announcement, during fiscal 2021, we modified our ABL Facility as it pertains to GBP borrowings, changing the benchmarks to be used starting October 1, 2021, to the Sterling Overnight Interbank Average Rate (“SONIA”). No modification has been made yet to our ABL Facility as it pertains to USD borrowings, though changes will be required in the future. Currently, it is anticipated that the new benchmark for our USD borrowings will be the Secured Overnight Financing Rate (“SOFR”). The shift to SOFR and SONIA from LIBOR is complex and may adversely affect our business, financial condition, results of operations, liquidity and cash flows.

18

 

Our business could be hurt if we are unable to obtain capital as required, resulting in a decrease in our revenue and cash flows.

 

We require capital for, among other purposes, purchasing equipment to replace existing equipment that has reached the end of its useful life and for growth resulting from expansion into new markets, completing acquisitions and refinancing existing debt. If the cash that we generate from our business, together with cash that we may borrow under our credit facilities, is not sufficient to fund our capital requirements, we will require additional debt or equity financing. If such additional financing is not available to fund our capital requirements, we could suffer a decrease in our revenue and cash flows that would have a material adverse effect on our business. Furthermore, our ability to incur additional debt is and will be contingent upon, among other things, the covenants contained in our credit facilities. In addition, our credit facilities place restrictions on our and our restricted subsidiaries’ ability to pay dividends and make other restricted payments (subject to certain exceptions). We cannot be certain that any additional financing that we require will be available or, if available, will be available on terms that are satisfactory to us. If we are unable to obtain sufficient additional capital in the future, our business could be materially adversely affected.

16

 

We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under applicable debt instruments, which may not be successful.

 

Our ability to make scheduled payments on or to refinance our indebtedness obligations, including our credit facilities, depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and certain financial, business and other factors beyond our control. We may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness.

 

If our cash flows and capital resources are insufficient to fund debt service obligations, we may be forced to reduce or delay investments and capital expenditures, sell assets, seek additional capital or restructure or refinance indebtedness. Our ability to restructure or refinance our indebtedness will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of indebtedness could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict business operations. The terms of existing or future debt instruments may restrict us from adopting some of these alternatives. In addition, any failure to make payments of interest and principal on outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness.

 

19

Risks Related to our Securities

 

There can be no assurance that we will be able to comply with Nasdaq’s continued listing standards.

 

If Nasdaq delists our shares of common stock from trading on its exchange for failureWe are subject to meet the continued listing standards,requirements of Nasdaq. If we became unable to meet such requirements, we and our shareholders could face significant material adverse consequences including:

 

 

the delisting of our shares from Nasdaq and a limited availability of market quotations for our shares;

 

a determination that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our common stock; and

 

a decreased ability to issue additional shares or obtain additional financing in the future.

 

Shares of our common stock have been thinly traded in the past.

 

Although a trading market for our common stock exists, the trading volume has not been significant and there can be no assurance that an active trading market for our common stock will develop or, if developed, be sustained in the future. As a result of the thin trading market or “float” for our stock, the market price for our common stock may fluctuate significantly more than the stock market as a whole. Without a large float, our common stock is less liquid than the stock of companies with broader public ownership and, as a result, the trading prices of our common stock may be more volatile. In the absence of an active public trading market, an investor may be unable to liquidate his or her investment in our common stock. Trading of a relatively small volume of our common stock may have a greater impact on the trading price for our stock than would be the case if our public float were larger. We cannot predict the prices at which our common stock will trade in the future.

 

In addition, the price of our securities can vary due to general economic conditions and forecasts, our general business condition and the release of our financial reports. Additionally, if our shares of common stock become delisted from Nasdaq for any reason, and are quoted on the OTC Markets, the liquidity and price of our shares may be more limited than if we were quoted or listed on Nasdaq or another national securities exchange. You may be unable to sell your shares unless a market can be established or sustained.

 

If securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our industry, or if they change their recommendations regarding our common stock adversely, then the price and trading volume of our common stock could decline.

 

The trading market for our common stock will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our industry, or our competitors. If any of the analysts who may cover the Company change their recommendation regarding our stock adversely, or provide more favorable relative recommendations about our peers, the price of our common stock would likely decline. If any analyst who covers the Company were to cease coverage of the Company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our stock price or trading volume to decline.

 

2017

 

Future sales, or the perception of future sales, by us or our existing stockholders in the public market could cause the market price for our common stock to decline.

 

The sale of a substantial number of shares of our common stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of our common stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

 

As of October 31, 2023, CFLL Holdings, LLC owns 15,477,138 shares, or 27%28% of outstanding shares of common stock and BBCP Investors, LLC owns 11,005,275 shares, or 20% of our outstanding shares of our common stock. These shares are registered for resale and are not subject to any contractual restrictions on transfer. The sale of some or all of these shares by these investors could put downward pressure on the market price of our common stock.stock, and the ownership of significant shareholders has in the past contributed to our low trading volumes, as further described under the risk factor above titled "Shares of our common stock have been thinly traded in the past.".

 

In addition, the shares of our common stock granted or reserved for future issuance under our Omnibus Incentive Plan will become eligible for sale in the public market once those shares are issued, subject to provisions relating toin various vesting agreements, lock-up agreements and Rule 144, as applicable. Following an amendmentamendments to our 2018 Omnibus Incentive Plan on October 29, 2020 and April 25, 2023, a total of 4.86.3 million shares of common stock were reserved for issuance under our 2018 Omnibus Incentive Plan, of which 0.41.4 million shares of common stock remain available for future issuance as of October 31, 2021. In the future, we may also issue our securities in connection with investments or acquisitions. The amount of shares of our common stock issued in connection with an investment or acquisition could constitute a material portion of our then-outstanding shares of our common stock. Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to holders of our common stock.2023.

 

Our quarterly operating results may fluctuate significantly and could fall below the expectations of securities analysts and investors due to seasonality, adverse weather and other factors, some of which are beyond our control, resulting in a decline in our stock price.

 

Our quarterly operating results may fluctuate significantly because of several factors, including:

 

 

labor availability and costs for hourly and management personnel;

demand for our services;

 

profitability of our products, especially in new markets and due to seasonal fluctuations;

 seasonal weather patterns in the construction industry on which we rely, with activity tending to be lowest in the winter and spring;

 

changes in interest rates;

 

impairment of long-lived assets;

 

macroeconomic conditions, both nationally and locally;

 

negative publicity relating to products we serve;

 

changes in consumer preferences and competitive conditions;

 

expansion to new markets; and

 

fluctuations in commodity prices.

 

We may amend the terms of the warrants in a manner that may be adverse to holders with the approval by the holders of at least 65% of the then-outstanding warrants. As a result, the exercise price of our warrants could be increased, the exercise period could be shortened and the number of shares of common stock purchasable upon exercise of a warrant could be decreased without a warrant holder’s approval.

Our warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision but requires the approval by the holders of at least 65% of the then-outstanding public warrants to make any change that adversely affects the interests of the registered holders. Accordingly, we may amend the terms of the warrants in a manner adverse to a holder if holders of at least 65% of the then-outstanding public warrants approve of such amendment. Although our ability to amend the terms of the warrants with the consent of at least 65% of the then-outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of shares of common stock purchasable upon exercise of a warrant or automatically at our option.

2118

Our warrants are exercisable for common stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.

As of October 31, 2021, there were 13,017,777 public warrants and no private placement warrants outstanding, respectively. The public warrants have an exercise price of $11.50 per share. To the extent such warrants are exercised, additional shares of common stock will be issued, which will result in dilution to the holders of common stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of our common stock.

 

We are a holding company with no business operations of our own and we depend on cash flow from our wholly owned subsidiaries to meet our obligations.

 

We are a holding company with no business operations of itsour own or material assets other than the stock of our subsidiaries, all of which are wholly-owned. All of our operations are conducted by our subsidiaries and as a holding company, we require dividends and other payments from our subsidiaries to meet cash requirements. The terms of any credit facility may restrict our subsidiaries from paying dividends and otherwise transferring cash or other assets to us. If there is an insolvency, liquidation or other reorganization of any of our subsidiaries, our stockholders likely will have no right to proceed against their assets. Creditors of those subsidiaries will be entitled to payment in full from the sale or other disposal of the assets of those subsidiaries before we, as an equity holder, would be entitled to receive any distribution from that sale or disposal. If our subsidiaries are unable to pay dividends or make other payments to us when needed, we will be unable to satisfy our obligations.

 

Anti-takeover provisions contained in the Company's Charter and Bylaws, as well as provisions of Delaware law, could impair a takeover attempt.

 

The Charter of the Company contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. We are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together, these provisions may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities. These provisions include:

 

 

a staggered board of directors providing for three classes of directors, which limits the ability of a stockholder or group to gain control of our Board;

 

no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

 

the right of our Board to elect a director to fill a vacancy created by the expansion of our Board or the resignation, death or removal of a director in certain circumstances, which prevents stockholders from being able to fill vacancies on our Board;

 

a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;

 

a prohibition on stockholders calling a special meeting and the requirement that a meeting of stockholders may only be called by members of our Board, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors; and

 

advance notice procedures that stockholders must comply with in order to nominate candidates to our Board or to propose matters to be acted upon at a meeting of stockholders, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.

 

2219

 

The Charter of the Company designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

 

The Charter provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or our stockholders, (iii) any action asserting a claim against the Company, our directors, officers or employees arising pursuant to any provision of the DGCL, the Charter or the Bylaws, or (iv) any action asserting a claim against the Company, our directors, officers or employees governed by the internal affairs doctrine, except for, as to each of (i) through (iv) above, any claim (A) as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or (C) arising under the Securities Act or for which the Court of Chancery does not have subject matter jurisdiction including, without limitation, any claim arising under the Exchange Act, as to which the federal district court for the District of Delaware shall be the sole and exclusive forum.

 

Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of, and consented to, the provisions of the Charter described in the preceding paragraph. However, stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and such persons. Alternatively, a court may determine that the choice of forum provision is unenforceable. If a court were to find these provisions of the Charter inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations.

 

2320

  

Item 1B. Unresolved Staff Comments.

 

None.

 

Item 2. Properties

 

Our corporate office is located at 500 E. 84th Avenue, Suite A-5, Thornton (near Denver), CO 80229, where we lease approximately 13,415 square feet of office space in the building. We operate from a base of approximately 90100 locations in 1921 states in the U.S. and 30 locations in the U.K. as of October 31, 2021.2023. We own 16 of our locations in the U.S. We lease all remaining U.S locations and all of our locations in the U.K. Certain facilities are shared between Brundage-Bone and Eco-Pan and certain locations operate without a formal lease. We believe that our properties are suitable for our current operating needs.

 

Item 3. Legal Proceedings

 

From time to time, we have been and may again become involved in legal proceedings arising in the ordinary course of our business. We are not presently a party to any litigation that we believe to be material and we are not aware of any pending or threatened litigation against us that we believe could have a material adverse effect ofon our business, operating result, financial condition or cash flows.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

2421

 

PART II

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

Market Information

 

Our common stock is currently listed on Nasdaq under the symbol “BBCP” and our public warrants are quoted on the OTC Pink marketplace operated by OTC Markets Group, Inc. under the symbol “BBCPW.”. As of October 31, 2021,January 12, 2024, there were 126134 holders of record of shares of our common stock and 1 holder of record of our public warrants.stock. A substantially greater number of holders of common stock are "street name" or beneficial holders, whose shares of record are held by banks, brokers, and other financial institutions. As a result, we are unable to estimate the total number of stockholders represented by the record holders of our common stock.

 

Dividend Policy

 

The Company has not paid any cash dividends on its common stock to date. It is the present intention of the Company to retain any earnings for useinvestment in its business operations or share repurchase activity (see below) and, accordingly, the Company does not currently anticipate the Board declaring any dividendsdividends.

Issuer Purchases of Equity Securities

During the fourth quarter of 2023, we repurchased an aggregate of 34,076 shares of our common stock under our publicly announced share repurchase program for a total of $0.2 million at an average price of $7.08 per share. During fiscal years 2023 and 2022, under our share repurchase program, we repurchased an aggregate of 1,333,038 and 415,066 shares, respectively, of our common stock for a total of $8.9 million and $2.7 million at an average price of $6.66 and $6.48 per share, respectively.

The table below sets forth information regarding repurchases by the Company of its common stock during the periods indicated.

ISSUER PURCHASES OF EQUITY SECURITIES

Period

 

Total Number of Shares Purchased1

  

Average Price Paid Per Share

  

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

  

Approximate Dollar Value of Shares that May Yet be Purchased under the Plans or Programs3,4

 

August 1, 2023 - August 30, 2023

  97,776  $7.43   19,599  $8,527,520 

September 1, 2023 - September 30, 2023

  -   -   -   8,527,520 

October 1, 2023 - October 31, 2023

  14,477   6.87   14,477   8,428,050 

Total

  112,2532 $7.36   34,076  $8,428,050 

(1) In June 2022, our board of directors approved a share repurchase program, which was announced June 7, 2022,authorizing us to repurchase up to $10.0 million of our common stock from time to time through June 15, 2023. In January 2023, the board of directors of the Company approved a $10.0 million increase to the Companys share repurchase program, which was announced January 23, 2023. This authorization was set to expire on March 31, 2024, but on January 4, 2024, the board of directors approved an extension of the authorization so that it will expire on March 31, 2025.

(2) Of the 112,253 shares included in this column, 34,076 were purchased under the foreseeable future.purchase program and the remaining 78,177 shares reflect shares of common stock purchased into treasury stock in order to satisfy employee tax withholding obligations for the vesting of stock awards.

(3) Includes commission cost.

(4) Dollar value of shares that may yet be purchased under the repurchase programis as of the end of the period.

 

Item 6. [Reserved]

 

2522

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and related notes included elsewhere in Item 8 of this Annual Report. In addition to historical information, the following discussion contains forward-looking statements, such as statements regarding the Company’sCompanys expectation for future performance, liquidity and capital resources that involve risks, uncertainties and assumptions that could cause actual results to differ materially from the Company's expectations. The Company's actual results may differ materially from those contained in or implied by any forward-looking statements. Factors that could cause such differences include those identified below and those described in “Cautionary Note RegardingCautionary Statement Concerning Forward-Looking Statements and Risk Factors Summary and in Item 1A “Risk Factors”Risk Factors of this Annual Report on Form 10-K. The Company assumes no obligation to update any of these forward-looking statements.

 

Business Overview

 

The Company is a Delaware corporation headquartered in Thornton, Colorado. The audited consolidated financial statements included herein include the accounts of Concrete Pumping Holdings, Inc. and its wholly owned subsidiaries including Brundage-Bone Concrete Pumping, Inc. (“Brundage-Bone”), Capital Pumping, LP (“Capital”), and Camfaud Group Limited (“Camfaud”), and Eco-Pan, Inc. (“Eco-Pan”).

 

As part of the Company’s business growth strategy and capital allocation policy, strategic acquisitions are considered opportunities to enhance our value proposition through differentiation and competitiveness. Depending on the deal size and characteristics of the M&A opportunities available, we expect to allocate capital for opportunistic M&A utilizing cash on the balance sheet and the revolving line of credit. In recent years and as further described below, we have successfully executed on this strategy, including (1) our 2018November 2021 acquisition of Richard O’Brien Companies and its affiliates, which solidified our presence inPioneer Concrete Pumping Service, Inc. (“Pioneer”) for the Colorado and Phoenix, Arizona markets and our 2019 acquisitionpurchase consideration of Capital and its affiliates,$20.2 million, which provided us with complementary assets and operations in both Georgia and significantlyTexas and (2) our acquisition of Coastal Carolina Concrete Pumping, Inc. ("Coastal") in August 2022 for the purchase consideration of $30.8 million, which expanded our geographic footprintoperations in North Carolina, South Carolina and business in Texas.Florida.

 

U.S. Concrete Pumping

All businessesbranches operating within our U.S Concrete Pumping segment are concrete pumping service providers in the United States ("U.S."). Their core business is the provision of concrete pumping services to general contractors and concrete finishing companies in the commercial, infrastructure and residential sectors. Equipment generally returns to a “home base” nightly and neither company contractsthese branches do not contract to purchase, mix, or deliver concrete. This segment collectively has approximately 90100 branch locations across 1921 states with their corporate headquarters in Thornton, (near Denver), Colorado.

In September 2021, the Company acquired assets from Hi-Techrecent years, U.S. Concrete Pumping Services (“Hi-Tech”) forhas grown through the total purchase considerationacquisitions of $12.3 million. This acquisition added complementary assetsCoastal in our Texas market. In addition,August 2022 and Pioneer in November 2021, as described above, and the Company completed itscompletion of the Company's greenfield expansion into Las Vegas duringthe Washington DC metropolitan area in fiscal 2021. Subsequent to the fiscal 2021 year end, the Company acquired the assets of Pioneer Concrete Pumping Service, Inc. (“Pioneer”) in November 2021 for the purchase price of $20.1 million, which added complementary assets in our Georgia and Texas markets.2022.

U.S. Concrete Waste Management Services

 

Our U.S. Concrete Waste Management Services segment consists of our U.S. based Eco-Pan business. Eco-Pan provides industrial cleanup and containment services, primarily to customers in the construction industry. Eco-Pan uses containment pans specifically designed to hold waste products from concrete and other industrial cleanup operations. Eco-Pan has 1719 operating locations across the U.S. with its corporate headquarters in Thornton, Colorado.

23

 

U.K. Operations

 

Our U.K. Operations segment consists of our Camfaud, Premier and U.K. based Eco-Pan businesses. Camfaud is a concrete pumping service provider in the U.K. TheirU.K and its core business is primarily the provision of concrete pumping services to general contractors and concrete finishing companies in the commercial, infrastructure and residential sectors. Equipment generally returns to a “home base” nightly and does not contract to purchase, mix, or deliver concrete. Camfaud has approximately 30 branch locations throughout the U.K., with its corporate headquarters in Epping (near London), England. In addition, we have concrete waste management operations under our Eco-Pan brand name in the U.K. and currently operate from a shared Camfaud location.

 

26

Corporate ("Other")

 

Our Corporate segment isactivities, referred to as "Other" in our financial statements, primarily relatedrelate to the intercompany leasing of real estate to certain of our U.S Concrete Pumping branches.

 

ImpactsExpiration of COVID-19Warrants

 

In March 2020,As of December 6, 2023, the World Health Organization declared the outbreak of COVID-19Company’s 13,017,677 warrants to be a global pandemic and recommended containment and mitigation measures worldwide. The COVID-19 pandemic has rapidly changed market and economic conditions globally and may continue to create significant uncertainty in the macroeconomic environment.

In addition, the COVID-19 pandemic drove a sustained decline in the Company's stock price and a deterioration in general economic conditions in its fiscal 2020 second quarter, which qualified as a triggering event necessitating the evaluationacquire shares of its goodwillcommon stock expired in accordance with their terms, and long-lived assets for indicators of impairment.there are no other warrants outstanding. As a result of the evaluation,expiration, the Company conducted a quantitative interim impairment test as of April 30, 2020. Through October 31, 2021,warrants will no impairments were identified. The Company will continue to evaluate its goodwill and intangible assets in future quarters. Additional impairments maylonger be recorded in the future based on events and circumstances, including those related to COVID-19 discussed above.

Despite recent progress in the administration of vaccines, both the outbreak of recent variants, including Delta and Omicron, and the related containment and mitigation measures that have been put into place across the globe, have had and are likely to continue to have a serious adverse impact on the global economy and the Company, the severity and duration of which are uncertain. To date, the COVID-19 pandemic has negatively impacted the Company's revenue volumes primarily in the U.K. and certain markets in the U.S. This impact was most heavily pronounced in the second and third quarters of fiscal 2020. Beginning in the fourth quarter of fiscal 2020, revenue volumes began showing signs of improvement, and as of fiscal 2021 year-end, they have largely returned back to pre-pandemic levels for most of our markets in the U.S. and near pre-pandemic levels in the U.K.; however, the impact from COVID-19 remains an issue in certain markets. The full extent to which the COVID-19 pandemic will impact the Company’s business, financial condition, and results of operations in the future is highly uncertain and will be affected by a number of factors. These include the duration and extent of the pandemic; the duration and extent of imposed or recommended containment and mitigation measures; the extent, duration, and effective execution of government stabilization and recovery efforts, including those from the successful distribution of an effective vaccine; the impact of the pandemic on economic activity, including on construction projects and the Company’s customers’ demand for its services; the Company’s ability to effectively operate, includingrecognized as a result of travel restrictions and mandatory business and facility closures; the ability of the Company’s customers to pay for services rendered; any further closures of the Company’s and the Company’s customers’ offices and facilities and inability to retain employees; and any additional project delays or shutdowns. Customers have and may continue to slow down decision-making, delay planned work or seek to terminate existing agreements. Any of these events may have a material adverse effectliability on the Company’s business, financial condition, and/or resultsconsolidated balance sheet and there are no other warrants outstanding. As of October 31, 2023, the Company had a liability of $0.1 million related to the warrants that will be recognized in the condensed consolidated balance sheet and in the consolidated statement of operations including further impairment to our goodwill and intangible assets. The Company will continue to evaluatefor the effect of COVID-19 on its business.three months ended January 31, 2024.

 

Notes Offering2023 Upsize of Asset-Based Lending Credit Agreement

 

In January 2021, Brundage-Bone, closed its private offeringAs of October 31, 2023, we had $200.8 million in availability under our ABL credit agreement (the "ABL Facility") and $394.0 million of indebtedness outstanding, consisting of (1) $375.0 million in aggregate principal amount offor our fixed 6.000% senior secured second lien notes due 2026 (the “Senior Notes”"Senior Notes"). The Senior Notes were issued at par and bear interest at a fixed rate of 6.000% per annum.(2) $19.0 million outstanding under our ABL Facility. In addition, weJune 2023, the Company amended and restated ourits existing ABL credit agreement (the “ABL Facility”)Facility to provide up to $125.0$225 million (previously $60.0$160 million) of commitments.  The offering proceeds from our Senior Notes, along with approximately $15.0 millioncommitments and extend the maturity of borrowings under the ABL Facility were used to repay all outstanding indebtedness under our then-existing Term Loan Agreement (as defined below), dated December 6, 2018,June 1, 2028. The June 1, 2023 amendments to the ABL Facility (1) increased the maximum revolver borrowings available to be drawn thereunder from $160.0 million to $225.0 million, (2) increased the letter of credit sublimit from $10.5 million to $22.5 million and pay related fees(3) extended the maturity of the ABL Facility to the earlier of (a) June 1, 2028 or (b) the date that is 180 days prior to (i) the final stated maturity date of the Senior Notes or (ii) the date the Senior Notes become due and expenses.payable.

2724

 

Restatement and Revision of Prior Period Financial Statements

As described in additional detail in the Explanatory Note to our Annual Report on Form 10-K/A for the year ended October 31, 2020, filed with the SEC on June 11, 2021, the SEC released a public statement on April 12, 2021 (the “SEC Statement”) informing market participants that warrants issued by special purpose acquisition companies (“SPACs”) may require classification as a liability of the entity measured at fair value, with changes in fair value each period reported in earnings.

The Company previously classified its publicly traded warrants (the “public warrants”) and private placement warrants (the “private warrants”) (collectively the “Warrants”), which were issued in August of 2017, as equity. Following consideration of the guidance in the SEC Statement, the Company concluded that its Warrants should have been classified as liabilities and measured at fair value, with changes in fair value each period reported in earnings. As such, the Company previously restated its consolidated financial statements as of October 31, 2019 and, while not material, the Company previously revised its consolidated financial statements as of and for the fiscal year ended October 31, 2020 to correct the accounting for its Warrants. The consolidated financial statements for the year ended October 31, 2020 included in this Annual Report on Form 10-K reflect the impacts of such revisions.

Results of Operations

 

  

Year Ended October 31,

 

(dollars in thousands)

 

2021

  

2020

 
         

Revenue

 $315,808  $304,301 
         

Cost of operations

  178,081   166,998 

Gross profit

  137,727   137,303 

Gross margin

  43.6%  45.1%
         

General and administrative expenses

  99,369   111,087 

Goodwill and intangibles impairment

  -   57,944 

Transaction costs

  312   - 

Income (loss) from operations

  38,046   (31,728)
         

Other income (expense):

        

Interest expense, net

  (25,190)  (34,408)

Loss on extinguishment of debt

  (15,510)  - 

Change in fair value of warrant liabilities

  (9,894)  (261)

Other income, net

  117   169 

Total other expense

  (50,477)  (34,500)
         

Loss before income taxes

  (12,431)  (66,228)
         

Income tax expense (benefit)

  2,642   (4,977)
         

Net loss

  (15,073)  (61,251)
         

Less accretion of liquidation preference on preferred stock

  (1,750)  (1,930)

Loss available to common shareholders

 $(16,823) $(63,181)

Management's discussion and analysis for our results of operations on a consolidated and segment basis include a quantification of factors that had a material impact. Other factors that did not have a material impact, but that are significant to understand the results, are qualitatively described. The tables included in the period-to-period comparisons below provide summaries of our revenues, gross profits and net income for our business segments for the years ended October 31, 2023 and 2022.

Twelve Months Ended October 31, 2023 and 2022

Revenue

  

Year Ended October 31,

  

Change

 

(in thousands)

 

2023

  

2022

  

$

  

%

 

Revenue

                

U.S. Concrete Pumping

 $317,877  $296,506  $21,371   7.2%

U.K. Operations

  62,588   54,926   7,662   13.9%

U.S. Concrete Waste Management Services (1)

  62,405   50,191   12,214   24.3%

Reportable segment revenue

  442,870   401,623   41,247   10.3%

Other

  2,500   2,500   -   0.0%

Intersegment (1)

  (3,129)  (2,831)  (298)  10.5%

Total revenue

 $442,241  $401,292  $40,949   10.2%

(1) For year ended October 31, 2023 and 2022, there were $0.6 million and $0.3 million, respectively, included in revenue in the U.S. Concrete Waste Management Services segment and eliminated in the intersegment eliminations. The remaining $2.5 million relates to the revenue as disclosed in Other.

Total revenue.Total revenues were $442.2 million for the twelve months ended October 31, 2023, compared to $401.3 million for the twelve months ended October 31, 2022. Revenue by segment is further discussed below.

 

2825

 

Twelve Months Ended October 31, 2021 and October 31, 2020

For the twelve-months ended October 31, 2021, our net loss was $15.1 million, compared to a net loss of $61.3 million in the same period a year ago. The primary drivers impacting comparability between the two periods were (1) an $11.7 million improvement in general and administrative ("G&A") expenses, (2) a $57.9 million goodwill and intangibles impairment recorded in fiscal 2020 (with no related charge recorded in fiscal 2021), (3) a $9.2 million reduction in interest expense, offset by (4) a $15.5 million loss on extinguishment of debt recorded in fiscal 2021 (with no related charge in fiscal 2020), (5) $9.6 million in higher expense from the revaluation of warrant liabilities from fiscal 2020 to fiscal 2021 and (6) $7.7 million in higher income tax expense in fiscal 2021 when compared to fiscal 2020.

Total Assets

  

October 31,

  

October 31,

 

(in thousands)

 

2021

  

2020

 

Total Assets

        

U.S. Concrete Pumping

 $591,820  $570,536 

U.K. Operations

  109,631   109,726 

U.S. Concrete Waste Management Services

  145,199   140,209 

Corporate

  26,648   25,517 

Intersegment

  (80,633)  (72,230)
  $792,665  $773,758 

Total assets increased from $773.8 million as of October 31, 2020 to $792.7 million as of October 31, 2021. The increase was primarily attributable to growth in our U.S Concrete Pumping segment where we have grown organically through capital expenditures while also completing some limited asset acquisitions during the third and fourth quarters of fiscal 2021.

Revenue 

  

Year Ended October 31,

  

Change

 

(in thousands)

 

2021

  

2020

  

$

  

%

 

Revenue

                

U.S. Concrete Pumping

 $229,475  $229,740  $(265)  -0.1%

U.K. Operations

  48,098   39,145   8,953   22.9%

U.S. Concrete Waste Management Services

  38,591   35,890   2,701   7.5%

Corporate

  2,500   2,500   -   0.0%

Intersegment

  (2,856)  (2,974)  118   -4.0%

Total revenue

 $315,808  $304,301  $11,507   3.8%

29

 

U.S. Concrete PumpingPumping.

Revenue for our U.S. Concrete Pumping segment decreasedincreased by 0.1%7.2%, or $0.3$21.4 million, from $229.7$296.5 million in the twelve-monthstwelve months ended October 31, 20202022 to $229.5$317.9 million for fiscal 2021. Revenue attributable to2023. The Company's acquisition of Coastal in fiscal 2022 drove an incremental year-over-year increase in revenue of $14.6 million. The remaining increase was driven by organic growth investments was $1.7 million for fiscal 2021. While revenue in many of our markets has returned back to, or even improved from pre-pandemic levels, the impact from COVID-19 in certain markets, especially on commercial work, remains an issue and therefore drove the slight decline in revenue. In addition, certain of our markets, most notably in Texas, the South East and the central part of the United States, experienced severe adverse weather during fiscal 2021, which included much higher than average levels of precipitation and some historically rare freezing temperatures, which impacted our ability to provide service.markets.

 

U.K. OperationsOperations.

Revenue for our U.K. Operations segment increased by 22.9%13.9%, or $9.0$7.7 million, from $39.1$54.9 million in the twelve-monthstwelve months ended October 31, 20202022 to $48.1$62.6 million for fiscal 2021.2023. Excluding the impact from foreign currency translation, revenue was up 14.0% year-over-year. The increase10% year-over-year, due primarily to pricing improvements in revenue was primarily attributableaddition to the recovery from the impact of COVID-19.operating efficiencies.

 

U.S. Concrete Waste Management ServicesServices.

Revenue for the U.S. Concrete Waste Management Services segment improved by 7.5%24.3%, or $2.7$12.2 million, from $35.9$50.2 million in the twelve-monthstwelve months ended October 31, 20202022 to $38.6$62.4 million for fiscal 2021.2023. The increase in revenue was primarily due todriven by strong organic growth, and pricing improvements that more than offset impacts from COVID-19 in certain markets.and the expansion of concrete waste management service offerings.

 

CorporateOther. 

There was no change in revenue for our Corporate segmentOther activities for the periods presented. Any year-over-year changes for our Corporate segment were primarily related to the intercompany leasing of real estate to certain of our U.S Concrete Pumping branches. These revenues are eliminated in consolidation through the Intersegment line item.

 

Gross Profit and Gross Margin

 

  

Year Ended October 31,

  

Change

 

(in thousands, unless otherwise stated)

 

2023

  

2022

  

$

  

%

 

Gross Profit and Gross Margin

                

Gross Profit

 $178,304  $163,610  $14,694   9.0%

Gross Margin

  40.3%  40.8%        

Gross margin. Our gross margin for the twelve-monthsyear ended October 31, 2021 decreased 150 basis points from 45.1% in2023 was 40.3% compared to 40.8% for the twelve-monthsyear ended October 31, 2020 to 43.6%.2022. The slight decrease in our gross margin was primarily related to inflationary pressures, mostly in labor inflation.

General and administrative expenses

General and administrative expenses ("G&A"). G&A expenses for the twelve-monthstwelve months ended October 31, 20212023 were $116.9 million, an increase of $3.4 million from $113.5 million in the twelve months ended October 31, 2022. The increase in G&A expenses was primarily due to inflationary pressures seen throughout(1) higher labor costs of approximately $6.5 million primarily due to additional personnel that joined the U.S., specifically for laborCompany as a result of recent acquisitions, (2) higher rent, utilities and fuel costs.

Generaloffice expenses aggregating to $1.3 million primarily from recent acquisitions and Administrative Expenses

G&A expenses for the twelve-months ended October 31, 2021(3) higher legal and accounting expenses. These increases were $99.4offset by non-cash decreases in amortization expense of $3.6 million, a decrease of $11.7$2.7 million from $111.1 millionrelated to fluctuations in the twelve-months ended October 31, 2020. The overall decrease was largely due to (1) a $4.9 million decrease inGBP and lower stock-based compensation expense and (2) a $6.3 million decrease in the amortization of intangible assets.

$1.2 million. G&A expenses as a percentpercentage of revenue were 31.5%26.4% for fiscal 20212023 compared to 36.5%28.2% for the same period a year ago.

Excluding non-cash costs foramortization of intangible assets of $18.9 million, depreciation expense amortization of intangibles,$2.4 million and stock-based compensation expense ourof $3.8 million, G&A expenses were $63.6$91.7 million for the fiscal year 2021 (20.1%2023 (20.7% of revenue), down $1.0up $8.3 million from $64.4$83.4 million for fiscal 2020 (21.2%2022 (20.8% of revenue). The increase was primarily due to the higher labor costs, legal and accounting costs, rent, utilities and office expenses, which was partially offset by fluctuations in the GBP as discussed above.

 

3026

 

Goodwill and Intangibles ImpairmentTotal other income (expense)

 

DuringInterest expense, net. Interest expense, net for the second quarter of fiscal year 2020, as a result of the COVID-19 impact on the Company’s market capitalization, with the assistance of a third party valuation specialist, we performed an interim impairment test over our indefinite-lived trade name intangible assets and goodwill as of April 30, 2020. The analysis resulted in $57.9 million in impairments, including a $5.0 million impairment of our Brundage-Bone trade-name, a $38.5 million goodwill impairment for our U.S Concrete Pumping reporting unit and a $14.4 million impairment to our U.K. Operations reporting unit. No impairments were identified throughended October 31, 2021. 2023 was $28.1 million, up $2.2 million from the same period a year ago. The increase was primarily attributable to a higher average ABL revolver draw during the year ended October 31, 2023 as compared to the year ended October 31, 2022.

 

Change in Fair Valuefair value of Warrant Liabilities

warrant liabilities. During the years ended October 31, 20212023 and 20202022 we recognized a $6.9 million gain and a $9.9 million and a $0.3 million expense,gain, respectively, on the fair value remeasurement of our liability-classified warrants. The increase seencontinued decline in the fair value remeasurement of the public warrants year-over-year isfor all periods presented was due to the substantial increase in the Company's share price.price trading below the exercise price as the warrants approached their expiration in December 2023. On December 6, 2023, we announced the expiration of the Company’s 13,017,677 warrants to acquire shares of its common stock, after which they will no longer be recognized as a liability on the balance sheet.

 

Transaction Costs & Debt Extinguishment CostsIncome tax expense

 

Transaction costs include expenses for legal, accounting, and other professionals that were engaged in connection with an acquisition. Transaction costs for the twelve months ended October 31, 2021 were $0.3 million and there were no transaction costs during fiscal 2020.

On January 28, 2021, we (1) closed on our private offering of $375.0 million in aggregate principal amount of Senior Notes, (2) amended and restated our existing ABL Facility to provide up to $125.0 million (previously $60.0 million) of commitments and (3) repaid all outstanding indebtedness under our then-existing Term Loan Agreement, dated December 6, 2018. In connection with the foregoing, we incurred $15.5 million in debt extinguishment costs relating to the write-off of all unamortized deferred debt issuance costs that were related to the Term Loan Agreement. No such charges were incurred in fiscal 2020.

Interest Expense, Net

Interest expense, net forIncome tax expense. For the year ended October 31, 2021 was $25.2 million, down $9.2 million from the same period from a year ago due to having lower average debt from strategic refinance activities secured in January 2021 and the associated lower competitive interest rates during the fiscal 2021 periods when compared to the fiscal 2020 periods.

Income Tax (Benefit) Provision

For the twelve-months ended October 31, 2021,2023, the Company recorded an income tax expense of $2.6$8.8 million on a pretax lossincome of $12.4$40.6 million. Our incomeDuring the year ended October 31, 2023, the effective tax provisionrate was mostlyprimarily impacted by the following factors during fiscal 2021:

(1)

Of the $9.9 million expense that was recorded related to the revaluation of warrant liabilities, no amount was deductible for tax purposes; and

(2)

As a result of an increase in the corporation tax rate in the U.K. from 19% to 25% that goes into effect on April 1, 2023, the Company adjusted the value of its net deferred tax liability, resulting in an increase to income tax expense of $2.1 million. 

Forrespective change in fair value of warrant liabilities of $6.9 million. During the twelve-monthsyear ended October 31, 2020,2022, the Company recorded an incomeeffective tax benefit of $5.0 million on a pretax loss of $66.0 million. Our income tax provisionrate was mostlyprimarily impacted by the following factors during fiscal 2020:respective change in fair value of warrant liabilities of $9.9 million and a deferred tax benefit from undistributed foreign earnings of $0.8 million.

 

(1)

Of the $57.9 million of impairments recorded for goodwill and intangibles by the Company during the second quarter of fiscal 2020, only $11.2 million was deductible for tax purposes ($2.7 million tax benefit to the Company) as the remaining impairment was related to nondeductible goodwill;

(2)

We recorded a tax benefit of $1.4 million in fiscal 2020 related to write-up in the carrying value of certain net operating losses (“NOL”) carryforwards as it was determined that those NOLs would be carried back to prior years pursuant to the provisions included in the CARES Act; and

(3)

As a result of the increase in the deferred statutory U.K. corporate tax rate from 17% to 19% in fiscal 2020, we recorded $0.9 million of tax expense.

 

3127

 

Adjusted EBITDA1 and Net LossIncome

 

 

Net Loss

  

Adjusted EBITDA

  

Net Income

  

Adjusted EBITDA

 
 

Year Ended October 31,

  

Year Ended October 31,

  

Change

  

Year Ended October 31,

  

Year Ended October 31,

  

Change

 

(in thousands)

 

2021

  

2020

  

2021

  

2020

  

$

  

%

  

2023

  

2022

  

2023

  

2022

   $  

%

 

U.S. Concrete Pumping

 $(10,959) $(50,140) $68,091  $74,886  $(6,795) -9.1% $5,106  $6,541  $73,583  $75,002  $(1,419) -1.9%

U.K. Operations

 (1,028) (16,620) 15,339  12,228  3,111  25.4% 4,160  2,080  18,486  15,717  2,769  17.6%

U.S. Concrete Waste Management Services

 5,500  4,404  18,411  17,686  725  4.1% 14,348  8,898  30,030  22,838  7,192  31.5%

Corporate

  (8,586)  1,105   2,501   2,501   -   0.0%

Other

  8,176   11,157   2,501   2,499   2   0.1%

Total

 $(15,073) $(61,251) $104,342  $107,301  $(2,959)  -2.8% $31,790  $28,676  $124,600  $116,056  $8,544   7.4%

1 Please seeSee “Non-GAAP Measures (EBITDA and Adjusted EBITDA)” below. As of the first quarter of fiscal 2023, we have modified the method in which adjusted EBITDA is calculated by no longer including an add-back for director costs and public company expenses. The Company recast adjusted EBITDA for U.S. Concrete Pumping for the year ended 2022 by $2.5 million to reflect this change. See “Non-GAAP Measures (EBITDA and Adjusted EBITDA)” below for reconciliation of Net Income (Loss) to EBITDA to Adjusted EBITDA.more information.

 

U.S. Concrete Pumping.Net income for our U.S. Concrete Pumping

segment was $5.1 million for the twelve months ended October 31, 2023, down from net income of $6.5 million for the twelve months ended October 31, 2022. Adjusted EBITDA for our U.S. Concrete Pumping segment was $68.1$73.6 million for the twelve-monthstwelve months ended October 31, 2021,2023, down 9.1%1.9% from $74.9$75.0 million for the twelve-monthstwelve months ended October 31, 2020.2022. The year-over-year decline wasdecrease in net income and Adjusted EBITDA were primarily attributable to the year-over-year change in revenue and higher costs due to inflation that drove a slight decline in ourinflationary pressures impacting gross margins as discussed previously.in excess of the improvements to revenue. 

 

U.K. Operations.Net income for our U.K. Operations

segment was $4.2 million for the twelve months ended October 31, 2023, up from net income of $2.1 million for the twelve months ended October 31, 2022. Adjusted EBITDA for our U.K. Operations segment was $15.3$18.5 million for the twelve-monthstwelve months ended October 31, 2021,2023, up 25.4%17.6% from $12.2$15.7 million for the twelve-monthstwelve months ended October 31, 2020.2022. The year-over-year increase wasin net income and Adjusted EBITDA were primarily attributable to the year-over-year improvement in revenue discussed previously.revenue.

 

U.S. Concrete Waste Management Services.Net income for our U.S. Concrete Waste Management Services

segment was $14.3 million for the twelve months ended October 31, 2023, up from net income of $8.9 million for the twelve months ended October 31, 2022. Adjusted EBITDA for our U.S. Concrete Waste Management Services segment was $18.4$30.0 million for the twelve-monthstwelve months ended October 31, 2021,2023, up 4.1%31.5% from $17.7$22.8 million for the twelve-monthstwelve months ended October 31, 2020.2022. The increase in net income and Adjusted EBITDA was primarily attributable to the year-over-year changerobust organic growth in revenue as discussed previously.above.

 

Other.Corporate

Net income for both periods presented for Other activities were mostly driven by the gains from the revaluation of warrant liabilities. There was no change in Adjusted EBITDA for our Corporate segmentOther activities for the periods presented.

 

3228

 

Liquidity and Capital Resources

 

Overview

 

We use our liquidity and capital resources to: (1) finance working capital requirements; (2) service our indebtedness; (3) purchase property, plant and equipment; and (4) finance strategic acquisitions, such as the acquisition of Capital. Our primary sources of liquidity are cash generated from operations, available cash and cash equivalents and access to our revolving credit facility under our ABL Facility, which provides for aggregate borrowings of up to $125.0 million, subject to a borrowing base limitation. As of October 31, 2021, we had $9.3 million of cash and cash equivalents and $120.6 million of available borrowing capacity under the ABL Facility, providing total available liquidity of $129.9 million.

Capital Resources

Our capital structure is primarily a combination of (1) permanent financing, represented by stockholders’ equity; (2) zero-dividend convertible perpetual preferred stock; (3) long-term financing represented by our Senior Notes and (4) short-term financing under our ABL Facility. Our primary sources of liquidity are cash generated from operations, available cash and cash equivalents and access to our revolving credit facility under our ABL Facility, which provides for aggregate borrowings of up to $225.0 million, subject to a borrowing base limitation. We use our liquidity and capital resources to: (1) finance working capital requirements; (2) service our indebtedness; (3) purchase property, plant and equipment; and (4) finance strategic acquisitions, such as the acquisition of Pioneer, Coastal and others. As of October 31, 2023, we had $15.9 million of cash and cash equivalents and $200.8 million of available borrowing capacity under the ABL Facility, providing total available liquidity of $216.7 million.

We may from time to time seek to retire or pay down borrowings on the outstanding balance of our ABL Facility or Senior Notes using cash on hand. Such repayments, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.

 

We believe our existing cash and cash equivalent balances, cash flow from operations and borrowing capacity under our ABL Facility will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months. Our future capital requirements may vary materially from those currently planned and will depend on many factors, including our rate of revenue growth, potential acquisitions and overall economic conditions. To the extent that current and anticipated future sources of liquidity are insufficient to fund our future business activities and requirements, we may be required to seek additional equity or debt financing. The sale of additional equity could result in dilution to our stockholders. The incurrence of debt financing would result in debt service obligations and the agreements in placeinstruments governing such debt could provide for operating and financing covenants that couldwould restrict our operations.

Material Cash Requirements

Our principal uses of cash historically have been to fund operating activities and working capital, purchases of property and equipment, strategic acquisitions, fund payments due under facility operating and finance leases, share repurchases and to meet debt service requirements.

Our working capital surplus as of October 31, 2023 was $10.3 million. We generally have consistent access to capital markets and we are in compliance with our debt covenants.

The amount of our future capital expenditures will depend on a number of factors including general economic conditions and growth prospects. In response to changing economic conditions, we believe we have the flexibility to modify our capital expenditures by adjusting them (either up or down) to match our actual performance. Our capital expenditures for the years ended October 31, 2023 and 2022 were approximately $54.5 million and $101.9 million, respectively.

To service our debt, we require a significant amount of cash. Our ability to pay interest and principal on our indebtedness will depend upon our future operating performance and the availability of borrowings under the ABL Facility and/or other debt and equity financing alternatives available to us, which will be affected by prevailing economic conditions and conditions in the global credit and capital markets, as well as financial, business and other factors, some of which are beyond our control. Based on our current level of operations and given the current state of the capital markets, we believe our cash flow from operations, available cash and available borrowings under the ABL Facility will be adequate to service our debt and meet our future liquidity needs for the foreseeable future. See “Senior Notes and ABL Facility” discussion below for more information.

29

Future Contractual Obligations

Our contractual obligations and commercial commitments principally include obligations associated with our outstanding indebtedness, interest payments, lease agreements and capital expenditures. We have no off-balance sheet arrangements except for our committed capital as discussed below. Our estimated future obligations as of October 31, 2023 include both current and long term obligations. We have a long-term obligation of $375.0 million related to our Senior Notes due February 2026 (excluding discount for deferred financing costs). Under our operating leases, we have short-term obligations for payments of $6.3 million and long-term obligations for payments of $25.3 million. We have current obligations related to finance leases of $0.1 million and a long-term obligation of $0.1 million. We have a current obligation for our ABL Facility of $19.0 million. Additionally, the Company was contractually committed for $30.2 million of capital expenditures for purchases of property and equipment and these are expected to be paid in the next twelve months.

 

Senior Notes and ABL Facility

 

The table below is a summary of the composition of the Company's debt balances as of October 31, 2023 and 2022:

       

As of October 31,

  

As of October 31,

 

(in thousands)

 

Interest Rates

 

Maturities

 

2023

  

2022

 

Revolving loan - short term

 

Varies

 

June 2028

 $18,954  $52,133 

Senior notes - long term

  6.0000% 

February 2026

  375,000   375,000 

Total debt, gross

       393,954   427,133 

Less: Unamortized deferred financing costs offsetting long term debt

       (3,132)  (4,524)

Less: Revolving Loan - short term

       (18,954)  (52,133)

Long term debt, net of unamortized deferred financing costs

      $371,868  $370,476 

Amendment to ABL Facility

On January 28, 2021, Brundage-Bone (the “Issuer”)June 1, 2023, the ABL Facility was amended to, among other changes, (1) increase the maximum revolver borrowings available to be drawn thereunder from $160.0 million to $225.0 million, (2) increase the letter of credit sublimit from $10.5 million to $22.5 million and (3) extend the maturity of the ABL Facility to the earlier of (a) June 1, 2028 or (b) the date that is 180 days prior to (i) completed a private offeringthe final stated maturity date of $375.0 million in aggregate principal amount of its 6.000%the Senior Notes issued pursuant to an indenture, amongor (ii) the Issuer,date the Company, the other Guarantors (as defined below), Deutsche Bank Trust Company Americas, as trusteeSenior Notes become due and as collateral agent (the "Indenture") and (ii) entered into an amended and restatedpayable. The ABL Facility (the "ABL Facility") by and amongalso provides for an uncommitted accordion feature under which the Company, certain subsidiaries of the Company, Wells Fargo Bank, National Association, as agent, sole lead arranger and sole bookrunner and the other Lenders party thereto, which provided up to $125.0 million of asset-based revolving loan commitments to the Company and the other borrowers under the ABL Facility.Facility can, subject to specified conditions, increase the ABL Facility by up to an additional $75.0 million. The proceeds$65.0 million in incremental commitments were provided by JPMorgan Chase Bank, N.A. and PNC Bank, N.A. The amended ABL Facility was treated as a debt modification. The Company capitalized an additional $0.5 million of debt issuance costs related to the June 1, 2023, ABL Facility amendment. The preexisting unamortized deferred costs of $1.4 million and the additional costs of $0.5 million will be amortized from the Senior Notes, along with certain borrowingsJune 1, 2023 through June 1, 2028.

The outstanding balance under the ABL Facility were used to repay all outstanding indebtedness under the Company’s then-existing Term Loan Agreement (see discussion below), dated December 6, 2018, and pay related fees and expenses. Summarized terms of these facilities are included below.

Term Loan Agreement and ABL Credit Agreement

As part of the Business Combination, the Company entered into (i) a Term Loan Agreement, dated December 6, 2018, among the Company, certain subsidiaries of the Company, Credit Suisse AG, Cayman Islands Branch as administrative agent and Credit Suisse Loan Funding LLC, Jefferies Finance LLC and Stifel Nicolaus & Company Incorporated LLC as joint lead arrangers and joint bookrunners, and the other Lenders party thereto (as amended, the “Term Loan Agreement”) and (ii) a Credit Agreement, dated December 6, 2018, among the Company, certain subsidiaries of the Company, Wells Fargo Bank, National Association, as agent, sole lead arranger and sole bookrunner, the other Lenders party thereto and the other parties thereto (“ABL Credit Agreement”). As noted above, the Term Loan Agreement was repaid and the ABL Credit Agreement was amended on January 28, 2021.

33

Senior Notes

Summarized terms of the Senior Notes are as follows:

Provides for an original aggregate principal amount of $375.0 million;

The Senior Notes will mature and be due and payable in full on February 1, 2026;

The Senior Notes bear interest at a rate of 6.000% per annum, payable on February 1st and August 1st each year;

The Senior Notes are jointly and severally guaranteed on a senior secured basis by the Company, Concrete Pumping Intermediate Acquisition Corp. and each of the Issuer’s domestic, wholly-owned subsidiaries that is a borrower or a guarantor under the ABL Facility (collectively, the "Guarantors"). The Senior Notes and the guarantees are secured on a second-priority basis by all the assets of the Issuer and the Guarantors that secure the obligations under the ABL Facility, subject to certain exceptions. The Senior Notes and the guarantees will be the Issuer’s and the Guarantors’ senior secured obligations, will rank equally with all of the Issuer’s and the Guarantors’ existing and future senior indebtedness and will rank senior to all of the Issuer’s and the Guarantors’ existing and future subordinated indebtedness. The Senior Notes are structurally subordinated to all existing and future indebtedness and liabilities of the Company’s subsidiaries that do not guarantee the Senior Notes;

The Indenture includes certain covenants that limit, among other things, the Issuer’s ability and the ability of its restricted subsidiaries to: incur additional indebtedness and issue certain preferred stock; make certain investments, distributions and other restricted payments; create or incur certain liens; merge, consolidate or transfer all or substantially all assets; enter into certain transactions with affiliates; and sell or otherwise dispose of certain assets.

The outstanding principal amount of Senior Notes as of October 31, 20212023 was $375.0$19.0 million and as of that date, the Company was in compliance with all covenants under the Indenture.

Asset Based Revolving Lending Facility

Summarized terms of the ABL Facility are as follows:

Borrowing availability in USD and GBP up to a maximum aggregate principal amount of $125.0 million and an accordion feature under which the Company can increase the ABL Facility by up to an additional $75.0 million;

Up to $7.5 million of the borrowing capacity available for standby letters of credit;

All loans advanced will mature and be due and payable, and the facility will terminate, in full on January 28, 2026;

Amounts borrowed may be repaid and reborrowed at any time, subject to the terms and conditions of the agreement;

Borrowings in USD and GBP (through September 30, 2021 for GBP borrowings) bear interest at either (1) an adjusted LIBOR rate or (2) a base rate, in each case plus an applicable margin currently set at 2.0% and 1.00% per annum, respectively. After September 30, 2021, borrowings in GBP bear interest at the SONIA rate plus an applicable margin currently set at 2.0326%. The applicable margin with respect to the ABL Facility is subject to a step-down of 0.25% based on excess availability levels;
The unused line fee percentage is 25 basis points if the quarterly average amount drawn is greater than 50% of the borrowing availability; 50 basis points if the quarterly average amount drawn is less than 50% of borrowing availability;

US ABL Facility obligations will be secured by a first-priority perfected security interest in substantially all the assets of the US ABL Guarantors, subject to certain exceptions;

UK ABL Facility obligations will be secured by a first priority perfected security interest in substantially all assets of the US ABL Guarantors and the UK ABL Guarantors, subject to certain exceptions; and

The ABL Facility also includes (i) a springing financial covenant (fixed charges coverage ratio) based on excess availability levels that the Company must comply with on a quarterly basis during required compliance periods and (ii) certain non-financial covenants.

The outstanding balance under the ABL Facilitydebt covenants. In addition, as of October 31, 2021 was $1.0 million and2023, the Company washad $1.1 million in compliance with allcredit line reserves and a letter of credit balance of $4.1 million. As of October 31, 2023, we had $200.8 million of available borrowing capacity under the ABL Facility. Debt issuance costs related to revolving credit facilities are capitalized and reflected as an asset in deferred financing costs in the accompanying consolidated balance sheets. The Company had debt covenants thereunder.issuance costs related to the revolving credit facilities of $1.8 million as of October 31, 2023. See Note 10 in Item 8 Financial Statements and Supplementary Data for more information on the Senior Notes and ABL Facility.

 

3430

 

Cash Flows

 

Cash generated from operating activities typically reflects net income, as adjusted for non-cash expense items such as depreciation, amortization and stock-based compensation, and changes in our operating assets and liabilities. Generally, we believe our business requires a relatively low level of working capital investment due to low inventory requirements and customers paying the Company as invoices are submittedtimely customer payments due to daily billings for manymost of our services.

 

Cash flow provided by operating activities. Net cash provided by operating activities generally reflects the cash effects of transactions and other events used in the determination of net income or loss.

Net cash provided by operating activities during the twelve-monthstwelve months ended October 31, 20212023 was $75.8$96.9 million. The Company had a net lossincome of $15.1$31.8 million, thatwhich included a decreasenon-cash expense items of $2.5 million in our net deferred income taxes, a gain on sale of assets of $1.2 million and significant non-cash charges, net totaling $90.2 million as follows: (1) depreciation of $28.8 million, (2) amortization of intangible assets of $27.1 million, (3) amortization of deferred financing costs of $2.3 million (4) loss on extinguishment of debt expense of $15.5 million, (5) stock-based compensation expense of $6.6 million, and (6) a $9.9 million increase in the fair value of warrant liabilities.$66.3 million. In addition, we had cash net outflows related to an increase in our working capital of $1.2 million. Working capital changes primarily include a decrease in accrued payroll, accrued expenses and other current liabilities of $3.5 million, an increase in inventory of $1.1 million and a decrease in accounts payable of $0.5 million, mostly offset by an increase in net income taxes payable of $2.2 million and a decrease in prepaid expenses and other assets of $1.3 million. The decrease in accrued payroll, accrued expenses and other liabilities is primarily related to payments for operating lease liabilities of $5.3 million, mostly offset by an increase to accrued payroll related to the timing of payroll payments. The increase in net income taxes payable is primarily related to the timing of payments remitted.

Net cash provided by operating activities during the twelve months ended October 31, 2022 was $76.7 million. The Company had net income of $28.7 million that included non-cash expense items of $60.4 million. In addition, we had net cash inflows related to the following activity: (1) an increasea decrease to our working capital of $4.0$14.9 million. Working capital changes primarily include cash inflows from a decrease of $15.3 million in trade receivables, a decrease of $3.0 million in accounts payable, (2) an increase of $1.0$0.9 million in inventory, partially offset by an increase of $5.2 million in accrued payroll, accrued expenses and other current liabilities and (3) an increase of $0.5 million in income taxes payable. These amounts were partially offset by outflows related to the following activity: (1) an increase of $4.2 million in trade receivables, and (2) an increase of prepaid expenses and other current assets of $1.8$0.6 million. The decrease to trade receivables is primarily due to timing of customer receipts. The increase in accrued payroll, accrued expenses and other current liabilities is primarily related to an aggregate increase of $8.9 million in (1) increase in accrued insurance, (2) accrued capital expenditures and (3) other smaller items, partially offset by a decrease in the operating lease liability of $3.7 million related to the change in operating lease liability due to the implementation of ASC 842 and bifurcating out the operating lease payments.

Cash flow provided by (used in) investing activities.  Net cash provided by (used in) investing activities generally reflects the cash outflows for property, plant and equipment.

 

We used $56.6$44.2 million to fund investing activities during the twelve-monthstwelve months ended October 31, 2021.2023. The Company used $62.8$54.5 million for the purchase of property, plant and equipment and $0.8 million for the purchase of intangible assets. These amounts were partially offset by $7.0$11.1 million in proceeds from the sale of property, plant and equipment.

 

Net cash used in financing activities was $16.0 million for the twelve-months ended October 31, 2021. Financing activities during this period included $0.9 million in net payments under the Company’s ABL Facility, $375.0 million in proceeds from the issuance of Senior Notes, $381.2 million in payments made to extinguish the Company's Term Loan Agreement and $8.5 million in the payment of debt issuance costs.

Net cash provided by operating activities during the twelve-months ended October 31, 2020 was $79.0 million. The Company had a net loss of $61.3 million that included an increase of $1.0 million in our net deferred income taxes, a gain on sale of assets of $1.5 million and significant non-cash charges, net totaling $132.4 million as follows: (1) goodwill and intangibles impairment of $57.9 million, (2) depreciation of $28.3 million, (3) amortization of intangible assets of $33.4 million, (4) amortization of deferred financing costs of $4.1 million (5) stock-based compensation expense of $11.5 million and (6) change in fair value of warrant liabilities of $0.3 million. In addition, we had cash inflows related to the following activity: (1) a decrease of $1.6 million in trade receivables, (2) a decrease of prepaid expenses and other current assets of $1.7 million, and (3) an increase of $5.8 million in accrued payroll, accrued expenses and other current liabilities. These amounts were partially offset by outflows related to the following activity: (1) a decrease of $1.0 million in income taxes payable, (2) a decrease of $0.8 million in accounts payable, and (3) a $0.5 million payment of contingent consideration in connection with the acquisition of Camfaud in excess of amounts established in purchase accounting.

We used $35.9$124.1 million to fund investing activities during the twelve-monthstwelve months ended October 31, 2020.2022. The Company used $39.3$101.9 million for the purchase of property, plant and equipment, which was$30.8 million to fund the acquisition of Coastal and $1.5 million for the purchase of intangible assets. These amounts were partially offset by $3.5$10.0 million in proceeds from the sale of property, plant and equipment.

 

Cash flow provided by (used in) financing activities. Net cash provided by (used in) financing activities generally reflects the cash changes related to our Senior Notes and ABL Facility.

Net cash used in financing activities was $43.9$44.3 million for the twelve-monthstwelve months ended October 31, 2020. Financing2023. Cash used in financing activities during this period included $21.7(1) $33.2 million in net payments under the Company's ABL Facility and (2) $10.5 million in purchase of treasury stock, which included $8.9 million purchased under the share repurchase program and $1.6 million in outflows from the purchase of shares into treasury stock in order to fund the employee tax obligations for certain vested stock awards.

Net cash provided by financing activities was $46.0 million for the twelve months ended October 31, 2022. Financing activities during this period primarily included $50.4 million in net borrowings under the Company’s ABL Credit Agreement, $20.9Facility that were partially offset by $4.1 million in payments onoutflows from the Company's Term Loan Agreement,purchase of shares into treasury stock, which included $2.7 million purchased under the share repurchase program and $1.4 million in outflows from the paymentpurchase of shares into treasury stock in order to fund the contingent consideration in connection with the acquisition of Camfaud of $1.2 million.employee tax obligations for certain vested stock awards.

 

3531

 

Accounting and Other Reporting Matters

Non-GAAP Financial Measures (EBITDA and Adjusted EBITDA)

 

We calculate EBITDA by taking GAAP net income and adding back interest expense, income taxes, depreciation and amortization. Adjusted EBITDA is calculated by taking EBITDA and adding back transaction expenses, loss on debt extinguishment, stock-based compensation, other income, net, goodwill and intangibles impairment and other adjustments. Transaction expenses represent expenses for legal, accounting, and other professionals that were engaged in the completion of various acquisitions. Transaction expenses can be volatile as they are primarily driven by the size of a specific acquisition. As such, we exclude these amounts from Adjusted EBITDA for comparability across periods. Other adjustments include the adjustments for warrant liabilities revaluation, non-recurring expenses and non-cash currency gains/losses. As of the first quarter of fiscal 2023, we modified the method in which adjusted EBITDA is calculated by no longer including an add-back for director costs and public company expenses. Adjusted EBITDA for the fiscal year ended October 31, 2022 is recast by $2.5 million for these expenses to reflect this change.

We believe these non-GAAP measures of financial results provide useful supplemental information to management and investors regarding certain financial and business trends related to our financial condition and results of operations, and provideas a supplemental tool for investors to use in evaluating our ongoing operating results and trends and in comparing our financial measures with competitors who also present similar non-GAAP financial measures. In addition, these measures (1) are used in quarterly and annual financial reports and presentations prepared for management, and our board of directors and investors, and (2) help management to determine incentive compensation. EBITDA and Adjusted EBITDA have limitations and should not be considered in isolation or as a substitute for performance measures calculated under GAAP. These non-GAAP measures exclude certain cash expenses that we are obligated to make. In addition, other companies in our industry may calculate EBITDA and Adjusted EBITDA differently or may not calculate it at all, which limits the usefulness of EBITDA and Adjusted EBITDA as comparative measures. Transaction expenses represent expenses for legal, accounting, and other professionals that were engaged in the completion of various acquisitions. Transaction expenses can be volatile as they are primarily driven by the size of a specific acquisition. As such, we exclude these amounts from Adjusted EBITDA for comparability across periods.

  

Year Ended October 31,

 

(in thousands)

 

2023

  

2022

 

Consolidated

        

Net income

 $31,790  $28,676 

Interest expense, net

  28,119   25,891 

Income tax expense

  8,772   5,526 

Depreciation and amortization

  58,666   57,462 

EBITDA

  127,347   117,555 

Transaction expenses

  61   318 

Stock-based compensation

  3,847   5,034 

Change in fair value of warrant liabilities

  (6,899)  (9,894)

Other income, net

  (330)  (88)

Other adjustments(1)

  574   3,131 

Adjusted EBITDA

 $124,600  $116,056 

  

Year Ended October 31,

 

(in thousands)

 

2023

  

2022

 

U.S. Concrete Pumping

        

Net income

 $5,106  $6,541 

Interest expense, net

  25,294   22,968 

Income tax expense

  3,317   2,465 

Depreciation and amortization

  41,870   40,304 

EBITDA

  75,587   72,278 

Transaction expenses

  61   318 

Loss on debt extinguishment

  -   - 

Stock-based compensation

  3,847   5,034 

Other income, net

  (284)  (49)

Other adjustments(1)

  (5,628)  (2,579)

Adjusted EBITDA

 $73,583  $75,002 

1Other adjustments include reversalthe adjustment for non-recurring expenses and non-cash currency gains/losses. As of intercompany allocations (in consolidationthe first quarter of fiscal 2023, we modified the method in which adjusted EBITDA is calculated by no longer including an add-back for director costs and public company expenses. The Company recast adjusted EBITDA for U.S. Concrete Pumping for the period ended October 31, 2022 by $2.5 million, for these netexpenses to zero), severance expenses, director fees, expenses related to being a newly publicly-traded company and other non-recurring costs, which includes the $2.0 million charge recorded during fiscal 2020 related to a settlement with the Company's prior shareholders.reflect this change.

  

Year Ended October 31,

 

(in thousands)

 

2021

  

2020

 

Consolidated

        

Net loss

 $(15,073) $(61,251)

Interest expense, net

  25,190   34,408 

Income tax expense (benefit)

  2,642   (4,977)

Depreciation and amortization

  55,906   61,655 

EBITDA

  68,665   29,835 

Transaction expenses

  312   - 

Loss on debt extinguishment

  15,510   - 

Stock-based compensation

  6,591   11,455 

Change in fair value of warrant liabilities

  9,894   261 

Other income, net

  (117)  (169)

Goodwill and intangibles impairment

  -   57,944 

Other adjustments

  3,487   7,975 

Adjusted EBITDA

 $104,342  $107,301 
         

 

3632

 

  

Year Ended October 31,

 

(in thousands)

 

2021

  

2020

 

U.S. Concrete Pumping

        

Net loss

 $(10,959) $(50,140)

Interest expense, net

  22,031   31,452 

Income tax benefit

  (956)  (5,955)

Depreciation and amortization

  37,381   41,717 

EBITDA

  47,497   17,074 

Transaction expenses

  312   - 

Loss on debt extinguishment

  15,510   - 

Stock-based compensation

  6,591   11,455 

Other income, net

  (42)  (37)

Goodwill and intangibles impairment

  -   43,500 

Other adjustments

  (1,777)  2,894 

Adjusted EBITDA

 $68,091  $74,886 
  

Year Ended October 31,

 

(in thousands)

 

2023

  

2022

 

U.K. Operations

        

Net income

 $4,160  $2,080 

Interest expense, net

  2,825   2,923 

Income tax expense (benefit)

  752   (130)

Depreciation and amortization

  7,535   7,709 

EBITDA

  15,272   12,582 

Other income, net

  (40)  (15)

Other adjustments(1)

  3,254   3,150 

Adjusted EBITDA

 $18,486  $15,717 

 

  

Year Ended October 31,

 

(in thousands)

 

2021

  

2020

 

U.K. Operations

        

Net loss

 $(1,028) $(16,620)

Interest expense, net

  3,159   2,955 

Income tax expense

  1,759   80 

Depreciation and amortization

  8,238   8,422 

EBITDA

  12,128   (5,163)

Transaction expenses

  -   - 

Loss on debt extinguishment

  -   - 

Stock-based compensation

  -   - 

Other income, net

  (53)  (132)

Goodwill and intangibles impairment

  -   14,444 

Other adjustments

  3,264   3,079 

Adjusted EBITDA

 $15,339  $12,228 
  

Year Ended October 31,

 

(in thousands)

 

2023

  

2022

 

U.S. Concrete Waste Management Services

        

Net income

 $14,348  $8,898 

Income tax expense

  4,339   2,803 

Depreciation and amortization

  8,401   8,601 

EBITDA

  27,088   20,302 

Other income, net

  (6)  (24)

Other adjustments(1)

  2,948   2,560 

Adjusted EBITDA

 $30,030  $22,838 

  

Year Ended October 31,

 

(in thousands)

 

2023

  

2022

 

Other

        

Net income

 $8,176  $11,157 

Income tax expense

  364   388 

Depreciation and amortization

  860   848 

EBITDA

  9,400   12,393 

Change in fair value of warrant liabilities

  (6,899)  (9,894)

Adjusted EBITDA

 $2,501  $2,499 

 

37

  

Year Ended October 31,

 

(in thousands)

 

2021

  

2020

 

U.S. Concrete Waste Management Services

        

Net income

 $5,500  $4,404 

Interest expense, net

  -   - 

Income tax expense

  1,486   593 

Depreciation and amortization

  9,447   10,687 

EBITDA

  16,433   15,684 

Transaction expenses

  -   - 

Loss on debt extinguishment

  -   - 

Stock-based compensation

  -   - 

Other income, net

  (22)  - 

Goodwill and intangibles impairment

  -   - 

Other adjustments

  2,000   2,002 

Adjusted EBITDA

 $18,411  $17,686 

  

Year Ended October 31,

 

(in thousands)

 

2021

  

2020

 

Corporate

        

Net income (loss)

 $(8,586) $1,105 

Interest expense, net

  -   1 

Income tax expense

  353   305 

Depreciation and amortization

  840   829 

EBITDA

  (7,393)  2,240 

Transaction expenses

  -   - 

Loss on debt extinguishment

  -   - 

Stock-based compensation

  -   - 

Change in fair value of warrant liabilities

  9,894   261 

Other income, net

  -   - 

Goodwill and intangibles impairment

  -   - 

Other adjustments

  -   - 

Adjusted EBITDA

 $2,501  $2,501 

JOBS Act

On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. As we are an emerging growth company, we have qualified for and have previously elected to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. The Company will no longer be an emerging growth company as of October 31, 2022 and will have to adopt and comply with accounting and legal standards for non-emerging growth companies as of fiscal 2022. 

3833

 

Critical Accounting Policies and Estimates

For more information regarding the Company’s significant accounting policies, as well as recent accounting pronouncements, see Note 2 and Note 3 to the consolidated financial statements within Item 8 of this Annual Report.

 

In presenting our financial statements in conformity with U.S. GAAP, we are required to make estimates and assumptions that affect the amounts reported therein. Several of the estimates and assumptions we are required to make relate to matters that are inherently uncertain as they pertain to future events. However, events that are outside of our control cannot be predicted and, as such, they cannot be contemplated in evaluating such estimates and assumptions. If there is a significant unfavorable change to current conditions, it could result in a material impact to our consolidated and combined results of operations, financial position and liquidity. We believe that the estimates and assumptions we used when preparing our financial statements were the most appropriate at that time. Presented below are those accounting policies that we believe require subjective and complex judgments that could potentially affect reported results. However, the majority of our business activities are in environments where we are paid a fee for a service performed, and therefore the results of the majority of our recurring operations are recorded in our financial statements using accounting policies that are not particularly subjective, nor complex.

 

Listed below are those estimates that we believe are critical and require the use of complex judgment in their application.

 

Goodwill and Intangible Assets

 

In accordance with ASCAccounting Standards Codification ("ASC") Topic 350, Intangibles–Goodwill and Other (“ASC 350”), the Company evaluates goodwill for possible impairment annually, generally as of August 31st, or more frequently if events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Company uses a two-step process to assess the realizability of goodwill. The first step (generally referred to as a "step 0" analysis) is a qualitative assessment that analyzes current economic indicators associated with a particular reporting unit. For example, the Company analyzes changes in economic, market and industry conditions, business strategy, cost factors, and financial performance, among others, to determine if there are indicators of a significant decline in the fair value of a particular reporting unit. If the qualitative assessment indicates a stable or improved fair value, no further testing is required. If a qualitative assessment indicates it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company will proceed to the quantitative second step (generally referred to as a "step 1" analysis) where the fair value of a reporting unit is calculated based on weighted income and market-based approaches. If the fair value of a reporting unit is lower than its carrying value, an impairment to goodwill is recorded, not to exceed the carrying amount of goodwill in the reporting unit.

 

Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates and market factors. Estimating fair value of individual reporting units and indefinite-lived intangible assets requires us to make assumptions and estimates regarding our future plans, as well as industry and economic conditions including those relating to the duration and severity of COVID-19. These assumptions and estimates include projected revenue, cash flow margins, capital expenditures, trade name royalty rates, discount rate, tax amortization benefit and other market factors outside of our control.

During the second quarter of fiscal year 2020, the Company identified a triggering event from the recent decline in its stock price and deterioration in general economic conditions resulting from the COVID-19 pandemic. As a result, the Company performed an interim step one goodwill impairment analysis in accordance with Accounting Standards Update ("ASU") 2017-04, Intangibles — Goodwill and Other (ASC 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”) and recorded a goodwill and intangibles impairment charge of $57.9 million. The Company elects to perform a qualitative assessmentevaluates for the othertriggering events quarterly reporting periods throughout the fiscal year. No such impairment was required during fiscal 2021.

 

When we perform a quantitativeany goodwill impairment test, the estimated fair value of our reporting units are determined using an income approach that utilizes a discounted cash flow (“DCF”) model and a market approach that utilizes the guideline public company method (“GPC”), both of which are weighted for each reporting unit and are discussed below in further detail. In accordance with ASC Topic 820, Fair Value Measurement ("ASC 820"), we evaluated the methods for reasonableness and reliability and assigned weightings accordingly. A mathematical weighting is not prescribed by ASC 820, rather it requires judgement. As such, each of the valuation methods were weighted by accounting for the relative merits of each method and considered, among other things, the reliability of the valuation methods and the inputs used in the methods. In addition, in order to assess the reasonableness of the fair value of our reporting units as calculated under both approaches, we also compare the Company’s total fair value to its market capitalization and calculate an implied control premium (the excess sum of the reporting unit’s fair value over its market capitalization). We evaluate the implied control premium by comparing it to control premiums of recent comparable market transactions, as applicable.

 

3934

 

Under the income approach, the DCF model is based on expected future after-tax operating cash flows of the reporting unit, discounted to a present value using a risk-adjusted discount rate. Estimates of future cash flows require management to make significant assumptions concerning (i) future operating performance, including future sales, long-term growth rates, operating margins, variations in the amount and timing of cash flows and the probability of achieving the estimated cash flows, (ii) the probability of regulatory approvals, and (iii) future economic conditions, including the extent and duration of the COVID-19 pandemic, all of which may differ from actual future cash flows. These assumptions are based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value hierarchy. The discount rate, which is intended to reflect the risks inherent in future cash flow projections, used in the DCF model, is based on estimates of the weighted average cost of capital (“WACC”) of market participants relative to our reporting unit. Financial and credit market volatility can directly impact certain inputs and assumptions used to develop the WACC. Any changes in these assumptions may affect our fair value estimate and the result of an impairment test. The discount rates and other inputs and assumptions are consistent with those that a market participant would use.

 

The GPC method provides an estimate of value using multiples derived from the stock prices of publicly traded companies. This method requires a selection of comparable publicly-traded companies on major exchanges and involves a certain degree of judgment, as no two companies are entirely alike. These companies should be engaged in the same or a similar line of business as the reporting units bebeing evaluated. Once comparable companies are selected, the application of the GPC method includes (i) analysis of the guideline public companies' financial and operating performance, growth, intangible asset's value, size, leverage, and risk relative to the respective reporting unit, (ii) calculation of valuation multiples for the selected guideline companies, and (iii) application of the valuation multiples to each reporting unit's selected operating metrics to arrive at an indication of value. Market multiples for the selected guideline public companies are developed by dividing the business enterprise value of each guideline public company by a measure of its financial performance (e.g., earnings). The business enterprise value is calculated taking the market value of equity (share price times fully-diluted shares outstanding) plus total interest bearing debt net of cash, preferred stock and minority interest. The market value of equity is based upon the stock price of equity as of the valuation date, and the debt figures are taken from the most recently available financial statements as of the valuation date. In selecting appropriate multiples to apply to each reporting unit, we perform a comparative analysis between the reporting units and the guideline public companies. In making a selection, we consider the revenue growth, profitability and the size of the reporting unit compared to the guideline public companies, and the overall EBITDA multiples implied from the transaction price. In addition, we consider a control premium for purposes of estimating the fair value of our reporting units as we believe that a market participant buyer would be required to pay a premium for control of our business. The control premium utilized is based on control premiums observed in recent comparable market transactions.

 

For long lived intangible assets not subject to amortization, we test for impairment annually, or whenever events or changes in circumstances indicate that their carrying value may not be recoverable. In testing long-lived intangible assets for impairment, we compare the fair value with the carrying value.  The determination of fair value is based on the relief from royalty method, which models the cash flows from the intangibles assuming royalties were received under a licensing agreement. This discounted cash flow analysis uses inputs such as forecasted future revenues attributable to the reporting unit, assumed royalty rates and a discount rate. If we were to experience a decrease in forecasted future revenues attributable to the brands, this could indicate a potential impairment. If the carrying value exceeds the estimated fair value, the long-lived intangible asset is considered impaired, and an impairment chargesloss will be recognized in an amount equal to the excess of the carrying value over the fair value of the intangible asset. 

The Company's annual impairment analysis is performed each year on August 31. The Company determined that it is more likely than not that the goodwill and long-lived intangible assets were primarily duenot impaired during fiscal 2023. If the planned business performance expectations are not met or if specific valuation factors out of our control, such as the discount rate, change significantly, then the estimated FVs of the reporting unit might decline and lead to COVID-19,a goodwill impairment in the future.

The Company elected to have a step one impairment analysis performed as of August 31, 2022 on the Company’s U.S. Concrete Pumping, U.S. Concrete Waste Management Services, and U.K. Operations reporting units. Management’s projections used to estimate the discounted cash flows included modest annual increases to revenue volumes and rates, cash flow margins that are consistent with recently achieved actual amounts, terminal growth rates of 3.0% and discount rates ranging from 10.0% to 11.3%.

As a result of the goodwill impairment analysis, the fair values of its U.S. Concrete Waste Management Services and U.K. Operations reporting units substantially exceeded their carrying values by 82% and 32%, respectively.

For the U.S. Concrete Pumping reporting unit, which negatively impacted our market capitalization, drove anhad goodwill of $147.5 million, the fair value was approximately 7% greater than its carrying value. Changes in any of the significant assumptions used could materially affect the expected cash flows and such impacts could result in a potentially material non-cash impairment charge. The most sensitive assumption is the discount rate and a 50 basis point increase in the discount rate that is utilizedwould not have resulted in our DCF models, and negatively impacted near-term cash flow expectations.

Income Taxes

We are subject to income taxes inany of the U.S., U.K. and other jurisdictions. Significant judgment is required in determining our provision for income tax, including evaluating uncertainties in the application of accounting principles and complex tax laws.

Income taxes include federal, state and foreign taxes currently payable and deferred taxes arising from temporary differences between income for financial reporting and income tax purposes. Deferred tax assets and liabilities are determined based on the differences between the financial statement balances and the tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the year that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to amounts expected to be realized.units’ carrying values exceeding their fair values.

 

4035

 

Stock-Based Compensation.Business combinations and asset acquisitions

 

The Company applies the principles provided in ASC Topic 718,805, Compensation—Stock CompensationBusiness Combinations  (“("ASC 718”805") requires that share-based compensation expense be measured, to determine whether a transaction involves an asset or a business.

If it is determined an acquisition is a business combination, tangible and recognizedintangible assets acquired and liabilities assumed are recorded at an amount equalfair value and goodwill is recognized to the fair value of share-based payments granted under compensation arrangements. The fair value of each restricted stock award or stock option awards (with an exercise price of $0.01) that only contains a time-based vesting condition is equal to the market value of our common stock on the date of grant. A substantial portion of the Company's stock awards contain a market condition. For those awards, we estimate the fair value using a Monte Carlo simulation model wherebyextent the fair value of the awards is fixed at grant date and amortized overconsideration transferred exceeds the longerfair value of the net assets acquired. Transaction costs for business combinations are expensed as incurred in accordance with ASC 805.

If it is determined an acquisition is an asset acquisition, the purchase consideration (which will include certain transaction costs) is allocated first to indefinite lived intangible assets (if applicable) based on their fair values with the remaining performance or service period. The Monte Carlo Simulation valuation model incorporates the following assumptions: expected stock price volatility, the expected lifebalance of the awards, a risk-free interest rate and expected dividend yield. Significant judgment is required in determining the expected volatility of our common stock. Duepurchase consideration being allocated to the limited history of trading of the Company’s common stock, the Company determined expected volatilityacquired assets and liabilities based on a peer group of publicly traded companies.their relative fair values.

 

The application of acquisition accounting requires the Company accounts for forfeituresto make fair value determinations as they occur.of the valuation date. In making these determinations, the Company is required to make estimates and assumptions that affect the recorded amounts, including, but not limited to, expected future cash flows, market comparable and discount rates, replacement costs of property and equipment and the amounts to be recovered in future periods from acquired deferred tax assets. To assist the Company in making these fair value determinations, the Company may engage third-party valuation specialists or internal specialists who generally assist the Company in the fair value determination of identifiable assets such as customer relationships, property and equipment and any other significant asset or liabilities. The Company’s estimates in this area impact, among other items, the amount of depreciation and amortization and income tax expense or benefit that we report. The Company’s estimates of fair value are based upon assumptions that the Company believes to be reasonable, but which are inherently uncertain.

 

Recently Issued Accounting Standards

 

For a detailed description of recently adopted and new accounting pronouncements refer to Note 3 to the Company’s audited financial statements included elsewhere in this Annual Report.

 

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

 

We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act; therefore, pursuant to Item 305(e) of Regulation S-K, we are not required to provide the information required by this Item.

 

4136

 

Item 8. Consolidated Financial Statements

 

TABLE OF CONTENTS

                        

 

Page

ReportReports of Independent Registered Public Accounting FirmFirms (PCAOB ID 238, PCAOB ID 243)

4338

Consolidated Balance Sheets

4441

Consolidated Statements of Operations

4542

Consolidated Statements of Comprehensive Income

4643

Consolidated Statements of Changes in StockholdersStockholders' Equity

4744

Consolidated Statements of Cash Flows

4845

Notes to Consolidated Financial Statements

5047

 

4237

 

Report of Independent Registered Public Accounting Firm

 

To the Stockholders and Board of Directors

and Stockholders of Concrete Pumping Holdings, Inc.

Thornton, Colorado

OpinionOpinions on the Consolidated Financial Statements and Internal Control over Financial Reporting

 

We have audited the accompanying consolidated balance sheetssheet of Concrete Pumping Holdings, Inc. and its subsidiaries (the “Company”) as of October 31, 20212023, and 2020, the related consolidated statements of operations, of comprehensive income, (loss),of changes in stockholders’ equity and of cash flows for the yearsyear then ended, andincluding the related notes (collectively referred to as the “financial“consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of October 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). 

In our opinion, the consolidatedfinancial statements referred to above present fairly, in all material respects, the financial position of the Company as of October 31, 2021 and 2020,2023, and the results of its operations and its cash flows for the yearsyear then endedin conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of October 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. 

Our audit of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

38

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition for United States (U.S.) Concrete Pumping Services

As described in Note 2 to the consolidated financial statements, the Company derives the vast majority of its revenue from concrete pumping services, of which a significant portion is related to U.S. concrete pumping services, comes from daily service, where the Company sends a single operator with a conventional concrete pump truck to deliver concrete from one point to another as directed by the customer. Customers are billed on either (1) a solely time basis or (2) a time and volume pumped basis. The Company's performance obligations related to these jobs are satisfied daily and invoiced accordingly. For the year ended October 31, 2023, net sales for U.S. concrete pumping services was $317.9 million.

The principal consideration for our determination that performing procedures relating to revenue recognition for U.S. concrete pumping services is a critical audit matter is a high degree of audit effort in performing audit procedures related to the Company’s revenue recognition for U.S. concrete pumping services.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the U.S. concrete pumping services revenue recognition process, including controls over the initiation, billing and recording of revenue and the authorization of credit memos. These procedures also included, among others, (i) testing revenue transactions, on a sample basis, by tracing revenue transactions to source documents, such as customer acceptance, invoices, and subsequent cash receipts; (ii) testing credit memo transactions, on a sample basis, by tracing to source documents, such as the related invoice and support related to the business reason for the credit; and (iii) confirming, on a sample basis, outstanding customer invoice balances as of year-end and, and for confirmations not returned, obtaining and inspecting source documents, such as invoices, customer acceptance, or subsequent cash receipts.  

/s/ PricewaterhouseCoopers LLP

Denver, Colorado

January 16, 2024

We have served as the Company’s auditor since 2023.

39

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Concrete Pumping Holdings, Inc.

Thornton, Colorado

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Concrete Pumping Holdings, Inc. (the “Company”) as of October 31, 2022, the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at October 31, 2022, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on thesethe Company’s consolidated financial statements based on our audits.audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our auditsaudit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company was not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our auditsaudit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our auditsaudit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provideaudit provides a reasonable basis for our opinion.

 

/s/ BDO USA, LLP

We have served as the Company's auditor since 2018.

from 2018 to 2023.

Dallas, Texas

January 12, 202231, 2023

 

4340

 

Concrete Pumping Holdings, Inc.

Consolidated Balance Sheets

  

As of October 31,

 

As of October 31,

 
 

October 31,

 

October 31,

 

(in thousands except per share amounts)

 

2021

  

2020

 

(in thousands, except per share amounts)

 

2023

  

2022

 
  

Current assets:

      

Cash and cash equivalents

 $9,298 $6,736  $15,861  $7,482 

Trade receivables, net

 49,034 44,343 

Trade receivables, net of allowance for doubtful accounts of $978 and $941, respectively

 62,976  62,882 

Inventory

 4,902 4,630  6,732  5,532 

Income taxes receivable

 275 1,602  -  485 

Prepaid expenses and other current assets

  4,110  2,694   8,701   5,175 

Total current assets

  67,619  60,005  94,270  81,556 
  

Property, plant and equipment, net

 337,771 304,254  427,648  419,377 

Intangible assets, net

 158,539 183,839  120,244  137,754 

Goodwill

 224,700 223,154  221,517  220,245 

Right-of-use operating lease assets

 24,815  24,833 

Other non-current assets

 2,168 1,753  14,250  2,026 

Deferred financing costs

  1,868  753   1,781   1,698 

Total assets

 $792,665 $773,758  $904,525  $887,489 
  
  

Current liabilities:

      

Revolving loan

 $990 $1,741  $18,954  $52,133 

Term loans, current portion

 0  20,888 

Current portion of capital lease obligations

 103 97 

Operating lease obligations, current portion

 4,739  4,001 

Finance lease obligations, current portion

 125  109 

Accounts payable

 10,706 6,587  8,906  8,362 

Accrued payroll and payroll expenses

 12,226 13,065  14,524  13,341 

Accrued expenses and other current liabilities

 23,940 18,879  34,750  32,156 

Income taxes payable

  274  1,055  1,848  178 

Warrant liability, current portion

  130   - 

Total current liabilities

 48,239 62,312  83,976  110,280 
  

Long term debt, net of discount for deferred financing costs

 369,084 343,906  371,868  370,476 

Capital lease obligations, less current portion

 278 380 

Operating lease obligations, non-current

 20,458  20,984 

Finance lease obligations, non-current

 50  169 

Deferred income taxes

 70,566 68,019  80,791  74,223 

Warrant liability

  16,923  7,031 

Other liabilities, non-current

 14,142  - 

Warrant liability, non-current

  -   7,030 

Total liabilities

  505,090  481,648   571,285   583,162 
  
Commitments and contingencies (see Note 13)       

Commitments and contingencies (Note 14)

       
  

Zero-dividend convertible perpetual preferred stock, $0.0001 par value, 2,450,980 shares issued and outstanding as of October 31, 2021 and October 31, 2020

  25,000  25,000 

Zero-dividend convertible perpetual preferred stock, $0.0001 par value, 2,450,980 shares issued and outstanding as of October 31, 2023 and 2022

 25,000  25,000 
  

Stockholders' equity

      

Common stock, $0.0001 par value, 500,000,000 shares authorized, 56,564,642 and 56,463,992 issued and outstanding as of October 31, 2021 and October 31, 2020, respectively

 6 6 

Common stock, $0.0001 par value, 500,000,000 shares authorized, 54,757,445 and 56,226,191 issued and outstanding as of October 31, 2023 and 2022, respectively

 6  6 

Additional paid-in capital

 374,272 367,681  383,286  379,395 

Treasury stock

 (461) (131) (15,114) (4,609)

Accumulated other comprehensive income (loss)

 3,671 (606)

Accumulated other comprehensive loss

 (5,491) (9,228)

Accumulated deficit

  (114,913)  (99,840)  (54,447)  (86,237)

Total stockholders' equity

  262,575  267,110   308,240   279,327 
  

Total liabilities and stockholders' equity

 $792,665 $773,758  $904,525  $887,489 

 

SeeThe accompanying notes toare an integral part of these consolidated financial statements.

 

4441

 

Concrete Pumping Holdings, Inc.

Consolidated Statements of Operations

 

 

Year Ended October 31,

  

Year Ended October 31,

 

(in thousands, except share and per share amounts)

 

2021

  

2020

  

2023

  

2022

 
  

Revenue

 $315,808  $304,301  $442,241  $401,292 
  

Cost of operations

  178,081   166,998   263,937   237,682 

Gross profit

 137,727  137,303  178,304  163,610 
  

General and administrative expenses

 99,369  111,087   116,852   113,499 

Goodwill and intangibles impairment

 0  57,944 

Transaction costs

  312   0 

Income (loss) from operations

  38,046   (31,728)

Income from operations

  61,452   50,111 
  

Other income (expense):

  

Interest expense, net

 (25,190) (34,408) (28,119) (25,891)

Loss on extinguishment of debt

 (15,510) 0 

Change in fair value of warrant liabilities

 (9,894) (261) 6,899  9,894 

Other income, net

  117   169   330   88 

Total other expense

  (50,477)  (34,500)  (20,890)  (15,909)
  

Loss before income taxes

 (12,431) (66,228)

Income before income taxes

  40,562   34,202 
  

Income tax expense (benefit)

  2,642   (4,977)

Income tax expense

  8,772   5,526 
  

Net loss

 (15,073) (61,251)

Net income

  31,790   28,676 
  

Less accretion of liquidation preference on preferred stock

  (1,750)  (1,930)  (1,750)  (1,750)
  

Loss available to common shareholders

 $(16,823) $(63,181)

Income available to common shareholders

 $30,040  $26,926 
  

Weighted average common shares outstanding

  

Basic

 53,413,594  52,752,884  53,276,450  53,914,311 

Diluted

 53,413,594  52,752,884  54,173,731  54,851,308 
  

Net loss per common share

 

Net income per common share

 

Basic

 $(0.31) $(1.20) $0.54  $0.48 

Diluted

 $(0.31) $(1.20) $0.54  $0.47 

 

SeeThe accompanying notes toare an integral part of these consolidated financial statements.

 

4542

 

Concrete Pumping Holdings, Inc.

Consolidated Statements of Comprehensive LossIncome

 

 

Year Ended October 31,

  

Year Ended October 31,

 

(in thousands)

 

2021

  

2020

  

2023

  

2022

 
  

Net loss

 $(15,073) $(61,251)

Net income

 $31,790  $28,676 
  

Other comprehensive income (loss):

  

Foreign currency translation adjustment

  4,277   (7)  3,737   (12,899)
  

Total comprehensive loss

 $(10,796) $(61,258)

Total comprehensive income

 $35,527  $15,777 

 

SeeThe accompanying notes toare an integral part of these consolidated financial statements.

 

4643

 

Concrete Pumping Holdings, Inc.  

Consolidated Statements of Changes in Stockholders' Equity

October 31, 20192021 through October 31, 20212023

 

  

Common

  

Additional Paid-In

   Treasury  

Accumulated Other Comprehensive

  

Accumulated

     

(in thousands)

 

Stock

  

Capital

  

Stock

  

Income (loss)

  

Deficit

  

Total

 

Balance at October 31, 2019

 $6  $356,227  $0  $(599) $(38,589) $317,045 

Stock-based compensation expense

  0   11,454   0   0   0   11,454 

Shares issued upon exercise of stock options, net of shares used for tax withholding

  0   0   (131)  0   0   (131)

Net loss

  0   0   0   0   (61,251)  (61,251)

Foreign currency translation adjustment

  0   0   0   (7)  0   (7)

Balance at October 31, 2020

 $6  $367,681  $(131) $(606) $(99,840) $267,110 

Stock-based compensation expense

  0   6,591   0   0   0   6,591 

Shares issued upon exercise of stock options, net of shares used for tax withholding

  0   0   (330)  0   0   (330)

Net loss

  0   0   0   0   (15,073)  (15,073)

Foreign currency translation adjustment

  0   0   0   4,277   0   4,277 

Balance at October 31, 2021

 $6  $374,272  $(461) $3,671  $(114,913) $262,575 
  

Common Stock

  

Additional Paid-In Capital

  

Treasury Stock

  

Accumulated Other Comprehensive Income (Loss)

  

Accumulated Deficit

  

Total

 

(in thousands, except share amounts)

 

Shares

  

Amount

                     

Balance, October 31, 2021

  56,564,642  $6  $374,272  $(461) $3,671  $(114,913) $262,575 

Stock-based compensation expense

  -   -   5,034   -   -   -   5,034 

Forfeiture of restricted stock

  (84,082)  -   -   -   -   -   - 

Shares issued under stock-based program, net of treasury shares purchased for tax withholding

  160,697   -   89   (1,459)  -   -   (1,370)

Treasury shares purchased under share repurchase program

  (415,066)  -   -   (2,689)  -   -   (2,689)

Net income

  -   -   -   -   -   28,676   28,676 

Foreign currency translation adjustment

  -   -   -   -   (12,899)  -   (12,899)

Balance, October 31, 2022

  56,226,191  $6  $379,395  $(4,609) $(9,228) $(86,237) $279,327 

Stock-based compensation expense

  -   -   3,847   -   -   -   3,847 

Forfeiture of restricted stock

  (35,947)  -   -   -   -   -   - 

Shares issued under stock-based program, net of treasury shares purchased for tax withholding

  (99,761)  -   44   (1,625)  -   -   (1,581)

Treasury shares purchased under share repurchase program

  (1,333,038)  -   -   (8,880)  -   -   (8,880)

Net income

  -   -   -   -   -   31,790   31,790 

Foreign currency translation adjustment

  -   -   -   -   3,737   -   3,737 

Balance, October 31, 2023

  54,757,445  $6  $383,286  $(15,114) $(5,491) $(54,447) $308,240 

 

See

The accompanying notes toare an integral part of these consolidated financial statements.

 

4744

 

Concrete Pumping Holdings, Inc. 

Consolidated Statements of Cash Flows

 

  

For the Year Ended October 31,

 

(in thousands)

 

2021

  

2020

 

Net loss

 $(15,073) $(61,251)

Adjustments to reconcile net loss to net cash provided by operating activities:

        

Goodwill and intangibles impairment

  0   57,944 

Depreciation

  28,795   28,264 

Deferred income taxes

  2,547   (1,029)

Amortization of deferred financing costs

  2,335   4,100 

Amortization of intangible assets

  27,111   33,392 

Stock-based compensation expense

  6,591   11,454 

Change in fair value of warrant liabilities

  9,894   261 

Loss on extinguishment of debt

  15,510   0 

Net gain on the sale of property, plant and equipment

  (1,178)  (1,508)

Payment of contingent consideration in excess of amounts established in purchase accounting

  0   (526)

Net changes in operating assets and liabilities (net of acquisitions):

        

Trade receivables, net

  (4,172)  1,597 

Inventory

  (200)  624 

Prepaid expenses and other current assets

  (1,771)  1,651 

Income taxes payable, net

  497   (998)

Accounts payable

  3,972   (796)

Accrued payroll, accrued expenses and other current liabilities

  977   5,791 

Net cash provided by operating activities

  75,835   78,970 
         

Cash flows from investing activities:

        

Purchases of property, plant and equipment

  (62,792)  (39,339)

Proceeds from sale of property, plant and equipment

  6,977   3,486 

Purchases of intangible assets

  (750)  0 

Net cash used in investing activities

  (56,565)  (35,853)
         

Cash flows from financing activities:

        

Proceeds on long term debt

  375,000   0 

Payments on long term debt

  (381,206)  (20,888)

Proceeds on revolving loan

  280,034   285,861 

Payments on revolving loan

  (280,891)  (307,518)

Payment of debt issuance costs

  (8,464)  0 

Payments on capital lease obligations

  (97)  (91)

Purchase of treasury stock

  (330)  (131)

Payment of contingent consideration established in purchase accounting

  0   (1,161)

Net cash used in financing activities

  (15,954)  (43,928)

Effect of foreign currency exchange rate on cash

  (754)  74 

Net increase (decrease) in cash and cash equivalents

  2,562   (737)

Cash and cash equivalents:

        

Beginning of period

  6,736   7,473 

End of period

 $9,298  $6,736 

 

  

For the Year Ended October 31,

 

(in thousands)

 

2023

  

2022

 

Net income

 $31,790  $28,676 

Adjustments to reconcile net income to net cash provided by operating activities:

        

Non-cash operating lease expense

  5,506   3,913 

Foreign currency adjustments

  (566)  2,091 

Depreciation

  39,756   34,934 

Deferred income taxes

  6,137   5,205 

Amortization of deferred financing costs

  1,859   1,852 

Amortization of intangible assets

  18,910   22,528 

Stock-based compensation expense

  3,847   5,034 

Change in fair value of warrant liabilities

  (6,899)  (9,894)

Net gain on the sale of property, plant and equipment

  (2,247)  (2,759)

Provision for bad debt

  18   - 

Net changes in operating assets and liabilities:

        

Trade receivables

  328   (15,310)

Inventory

  (1,142)  (870)

Prepaid expenses and other assets

  1,338   (550)

Income taxes payable, net

  2,168   (324)

Accounts payable

  (464)  (3,039)

Accrued payroll, accrued expenses and other liabilities

  (3,464)  5,208 

Net cash provided by operating activities

  96,875   76,695 
         

Cash flows from investing activities:

        

Purchases of property, plant and equipment

  (54,505)  (101,932)

Proceeds from sale of property, plant and equipment

  11,147   10,023 

Purchases of intangible assets

  (800)  (1,450)

Acquisition of net assets - Coastal acquisition

  -   (30,762)

Net cash used in investing activities

  (44,158)  (124,121)
         

Cash flows from financing activities:

        

Proceeds on revolving loan

  317,989   377,375 

Payments on revolving loan

  (351,167)  (326,945)

Payment of debt issuance costs

  (550)  (290)

Purchase of treasury stock

  (10,505)  (4,148)

Other financing activities

  (63)  (14)

Net cash provided by (used in) financing activities

  (44,296)  45,978 

Effect of foreign currency exchange rate changes on cash

  (42)  (368)

Net increase (decrease) in cash and cash equivalents

  8,379   (1,816)

Cash and cash equivalents:

        

Beginning of period

  7,482   9,298 

End of period

 $15,861  $7,482 

SeeThe accompanying notes toare an integral part of these consolidated financial statements.

 

4845

Concrete Pumping Holdings, Inc.

Consolidated Statements of Cash Flows (Continued)

 

  

Year Ended October 31,

 

(in thousands)

 

2023

  

2022

 

Supplemental cash flow information:

        

Cash paid for interest

 $26,498  $23,682 

Cash paid for income taxes

 $673  $408 
         

Non-cash investing and financing activities:

        

Operating lease right-of-use assets recorded upon adoption of ASC 842

 $-  $18,625 

Operating lease liabilities recorded upon adoption of ASC 842

 $-  $18,593 

Operating lease assets obtained in exchange for new operating lease liabilities

 $6,669  $10,089 

PP&E acquired but not yet paid - beginning of period

 $8,882  $7,135 

PP&E acquired but not yet paid - end of period

 $9,484  $8,882 

 

  

Year Ended October 31,

 

(in thousands)

 

2021

  

2020

 

Supplemental cash flow information:

        

Cash paid for interest

 $17,371  $33,100 

Cash paid for income taxes

 $994  $3,352 
         

Non-cash investing and financing activities:

        

Equipment purchases included in accrued expenses and accounts payable

 $7,135  $4,149 

SeeThe accompanying notes toare an integral part of these consolidated financial statements.

 

4946

 

 

Note 1. Organization and Description of Business

 

Organization

 

Concrete Pumping Holdings, Inc. (the “Company”) is a Delaware corporation headquartered in Denver,Thornton, Colorado. The Consolidated Financial Statements include the accounts of Concrete Pumping Holdings, Inc.the Company and its wholly owned subsidiaries including Brundage-Bone Concrete Pumping, Inc. (“Brundage-Bone”), Capital Pumping (“Capital”), Camfaud Group Limited (“Camfaud”), and Eco-Pan, Inc. (“Eco-Pan”).

On December 6, 2018 (the "Closing Date"), the Company, formerly known as Concrete Pumping Holdings Acquisition Corp., consummated a business combination transaction (the “Business Combination”) pursuant to which it acquired (i) the private operating company formerly called Concrete Pumping Holdings, Inc. (“CPH”) and (ii) the former special purpose acquisition company called Industrea Acquisition Corp (“Industrea”). In connection with the closing of the Business Combination, the Company changed its name to Concrete Pumping Holdings, Inc.

 

Nature of business

 

Brundage-Bone and Capital are concrete pumping service providers in the United States ("U.S.") and Camfaud is a concrete pumping service provider in the United Kingdom (“U.K.”). Their core business is the provision of concrete pumping services to general contractors and concrete finishing companies in the commercial, infrastructure and residential sectors. Most often equipment returns to a “home base” nightly and neither company contractsthese service providers do not contract to purchase, mix, or deliver concrete. Brundage-Bone and Capital collectively have approximately 90100 branch locations across 19approximately 21 states, with its corporate headquarters in Thornton, (near Denver), Colorado. Camfaud has approximately 30 branch locations throughout the U.K., with its corporate headquarters in Epping (near London), England.

 

Eco-Pan provides industrial cleanup and containment services, primarily to customers in the construction industry. Eco-Pan uses containment pans specifically designed to hold waste products from concrete and other industrial cleanup operations. Eco-Pan has 1719 operating locations across the U.S. with its corporate headquarters in Thornton, Colorado. In addition, we have concrete waste management operations under our Eco-Pan brand name in the U.K. and currently operate from a shared Camfaud location.

 

Seasonality

 

The Company’s sales are historically seasonal, with lower revenue in the first quarter and higher revenue in the fourth quarter of each year. Such seasonality also causes the Company’s working capital cash flow requirements to vary from quarter to quarter and primarily depends on the variability of weather patterns with the Company generally having lower sales volume during the winter and spring months.

 

Impacts of COVID-19

In March 2020, the World Health Organization declared the outbreak of COVID-19 to be a global pandemic and recommended containment and mitigation measures worldwide. The COVID-19 pandemic has rapidly changed market and economic conditions globally and may continue to create significant uncertainty in the macroeconomic environment.

In addition, the COVID-19 pandemic drove a sustained decline in the Company's stock price and a deterioration in general economic conditions in the Company's fiscal 2020second quarter, which qualified as a triggering event necessitating the evaluation of its goodwill and long-lived assets for indicators of impairment. As a result of the evaluation, the Company conducted a quantitative interim impairment test as of April 30, 2020 resulting in non-cash impairment charges of $43.5 million and $14.4 million to the Company's U.S. Concrete Pumping and U.K. Operations reporting units, respectively. NaN impairments were identified through October 31, 2021. The Company will continue to evaluate its goodwill and intangible assets in future quarters. Additional impairments may be recorded in the future based on events and circumstances, including those related to COVID-19 discussed above.

5047

 

Despite recent progress in the administration of vaccines, both the outbreak, and recent impact from various variants, including Delta and Omicron and the containment and mitigation measures have had and are likely to continue to have a serious adverse impact on the global economy, the severity and duration of which are uncertain. To date, the COVID-19 pandemic has negatively impacted revenue volumes primarily in the U.K. and certain markets in the U.S. This impact was most heavily pronounced in the second and third quarters of fiscal 2020. Beginning in the fourth quarter of fiscal 2020, revenue volumes began showing signs of improvement, and as of fiscal 2021 year-end, they have largely returned back to pre-pandemic levels for most of our markets in the United States and near pre-pandemic levels in the United Kingdom; however, the impact from COVID-19 remains an issue in certain markets. The full extent to which the COVID-19 pandemic will impact the Company’s business, financial condition, and results of operations in the future is highly uncertain and will be affected by a number of factors. These include the duration and extent of the pandemic; the duration and extent of imposed or recommended containment and mitigation measures; the extent, duration, and effective execution of government stabilization and recovery efforts, including those from the successful distribution of an effective vaccine; the impact of the pandemic on economic activity, including on construction projects and the Company’s customers’ demand for its services; the Company’s ability to effectively operate, including as a result of travel restrictions and mandatory business and facility closures; the ability of the Company’s customers to pay for services rendered; any further closures of the Company’s and the Company’s customers’ offices and facilities; and any additional project delays or shutdowns. Customers have and may continue to slow down decision-making, delay planned work or seek to terminate existing agreements. Any of these events may have a material adverse effect on the Company’s business, financial condition, and/or results of operations, including further impairment to our goodwill and intangible assets. The Company will continue to evaluate the effect of COVID-19 on its business.

 

Note 2. Summary of Significant Accounting Policies

 

Principles of consolidation and Basis of presentation 

 

The accompanying Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). The enclosed statements reflect all normal and recurring adjustments which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows of the Company at October 31, 2021 and for all periods presented. All intercompany balances and transactions

Certain prior period amounts have been eliminatedreclassified in consolidation. As discussed below,order to conform to the consolidated financial statements as of and for thecurrent year ended October 31, 2020 have been revised to reflect warrants as liabilities rather than equity.

Principles of consolidationpresentation.

 

The Consolidated Financial Statements include all amountsaccounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated.

                                         

Revision of Previously Issued Consolidated Financial Statements

On April 12, 2021, the SEC released a public statement (the “SEC Statement”) informing market participants that warrants issued by special purpose acquisition companies (“SPACs”) may require classification as a liability measured at fair value, with changes in fair value each period reported in earnings. The SEC Statement discussed certain features of warrants issued in SPAC transactions that may be common across many entities. The SEC Statement indicated that when one or more of such features is included in a warrant, the warrant should be classified as a liability at fair value, with changes in fair value each period reported in earnings. The Company previously classified its publicly traded warrants (the “public warrants”) and private placement warrants (the “private warrants”) (collectively the “Warrants”), which were issued in August of 2017, as equity. Following consideration of the guidance in the SEC Statement, the Company concluded that its Warrants should have been classified as liabilities and measured at fair value, with changes in fair value each period reported in earnings. As such, the Company previously restated its (1) consolidated financial statements as of October 31, 2019 and for the Successor period from December 6, 2018 through October 31, 2019 and (2) unaudited consolidated interim financial statements for the periods ended July 31, 2019, April 30, 2019, and January 31, 2019. Also, while not material and therefore not being restated, the Company revised its (1) consolidated financial statements as of and for the fiscal year ended October 31, 2020 and (2) the unaudited consolidated interim financial statements for the periods ended July 31, 2020, April 30, 2020, and January 31, 2020 to correct the accounting for its Warrants. The restatements/revisions had no impact on the Company’s net revenue, operating income, liquidity, cash and cash equivalents, or cash flows from operating, investing and financing activities.

51

Use of estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenuesrevenue and expenses during the reporting period. Actual results could differ from those estimates.

Significant estimates include the liability for incurred but unreported claims under various partially self-insured polices, allowance for doubtful accounts, goodwill and intangible impairment analysis, valuation of share-based compensation, and accounting for business combinations.combinations and estimates used in calculating the right-of-use asset and lease liability. Actual results may could differ from those estimates, and such differences may be material to the Company’s consolidated financial statements.

estimates.

 

Trade receivables

Trade receivables are carried at the original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts. Generally, the Company does not require collateral for their accounts receivable; however, the Company may file statutory liens or take other appropriate legal action when necessary on construction projects in which collection problems arise. A trade receivable is typically considered to be past due if any portion of the receivable balance is outstanding for more than 30 days. The Company does not charge interest on past-due trade receivables.

Management determines the allowance for doubtful accounts by identifying troubled accounts and by using historical experience applied to an aging of accounts. The allowance for doubtful accounts was $0.7 million and $0.6 million as of October 31, 2021 and 2020, respectively. Trade receivables are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received.

Inventory

 

Inventory consists primarily of replacement parts for concrete pumping equipment. Inventories are stated at the lower of cost (first-in, first-out method) or net realizable value. The Company evaluates inventory and records an allowance for obsolete and slow- moving inventory to account for cost adjustments to market. Based on management’s analysis, no allowance for obsolete and slow-moving inventory was required as of October 31, 2021 and 2020.adjustments.

 

Fair Value Measurements

 

The FASB’sFinancial Accounting Standard Board's (the "FASB") standard on fair value measurements establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. This standard establishes three levels of inputs that may be used to measure fair value:

 

Level 1 – Quoted prices in active markets for identical assets or liabilities.

 

Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities.

 

Level 3 – Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities

liabilities.

 

48

Deferred financing costs

 

Deferred financing costs representing third-party, non-lender debt issuance costs are deferred and amortized using the effective interest rate method over the term of the related long-term-debt agreement, and the straight-line method for the revolving credit agreement.

 

Debt issuance costs, including any original issue discounts, related to term loans or senior notes are reflected as a direct deduction from the carrying amount of the long-term debt liability that is included in long term debt, net of discount for deferred financing costs in the accompanying consolidated balance sheet.sheets. Debt issuance costs related to revolving credit facilities are capitalized and reflected as an asset in deferred financing costs in the accompanying consolidated balance sheet.sheets. Amortization of the debt issuance costs are recorded in interest expense.

52

Goodwill

 

In accordance with ASCAccounting Standards Codification ("ASC") Topic 350, Intangibles–Goodwill and Other (“ASC 350”), the Company evaluates goodwill for possible impairment annually or more frequently if events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Company uses a two-step process to assess the realizability of goodwill. The first step (generally referred to as a "step 0" analysis) is a qualitative assessment that analyzes current economic indicators associated with a particular reporting unit. For example, the Company analyzes changes in economic, market and industry conditions, business strategy, cost factors, and financial performance, among others, to determine if there are indicators of a significant decline in the fair value of a particular reporting unit. If the qualitative assessment indicates a stable or improved fair value, no further testing is required. If a qualitative assessment indicates it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company will proceed to the quantitative second step (generally referred to as a "step 1" analysis) where the fair value of a reporting unit is calculated based on weighted income and market-based approaches. If the fair value of a reporting unit is lower than its carrying value, an impairment to goodwill is recorded, not to exceed the carrying amount of goodwill in the reporting unit.

 

During the second quarter of fiscal year 2020, the Company identified a triggering event from the recent decline in its stock price resulting from the COVID-19 pandemic. As a result, theThe Company performed an interim stepa qualitative test as of the annual impairment testing date of oneAugust 31, 2023 and there were no goodwillimpairment indicators present. As of October 31, 2023, no triggering events were identified. The Company performed a quantitative impairment analysis as of August 31, 2022.  Based on the results of this analysis the fair values of the Company's reporting units were in accordance with Accounting Standards Update ("ASU")excess of their carrying values and as such, 2017-04,no Intangibles — Goodwill and Other (ASC 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”).impairments were identified. Refer to Note 8 for further discussion.

Property, plant and equipment

 

Property, plant and equipment are recorded at cost. Expenditures for additions and betterments are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred; however, maintenance and repairs that improve or extend the life of existing assets are capitalized. The carrying amount of assets disposed of and the related accumulated depreciation are eliminated from the accounts in the year of disposal. Gains or losses from property and equipment disposals are recognized in the year of disposal. Property,Leasehold improvements are amortized using the straight-line method over their estimated useful lives or the remaining term of the lease, whichever is shorter. All other property, plant and equipment is depreciated using the straight-line method over the following estimated useful lives:

 

 

In Years

Buildings and improvements

 15 to 40

CapitalFinance lease assets—buildings

 40

Furniture and office equipment

 2 to 7

Machinery and equipment

 3 to 25

Transportation equipment

 3 to 7

 

CapitalFinance lease assets are being amortized over the estimated useful life of the asset (see Note 139).

Intangible Assetsassets

 

Intangible assets are recorded at cost or their estimated fair value (when acquired through a business combination)combination or asset acquisition) less accumulated amortization (if finite-lived).

 

Intangible assets with finite lives, except for customer relationships, are amortized on a straight-line basis over their estimated useful lives. Customer relationships are amortized on an accelerated basis over their estimated useful lives. Intangible assets with indefinite lives are not amortized but are subject to annual reviews for impairment. The Company performed a qualitative test as of the annual impairment testing date of August 31, 2023 and there were no impairment indicators present. As noted above, theof October 31, 2023, no triggering events were identified. The Company identified a triggering event during the second quarter of fiscal 2020 from the recent decline in its stock price and elected to perform an interima step 1 impairment test on its indefinite-lived trade names.names as of August 31, 2022 and no impairments were identified. Refer to Note 8 for further discussion.

49

Impairment of long-lived assets

 

ASC 360, Property, Plant and Equipment (ASC 360) requires other long-lived assets to be evaluated for impairment when indicators of impairment are present. If indicators are present, assets are grouped to the lowest level for which identifiable cash flows are largely independent of other asset groups and cash flows are estimated for each asset group over the remaining estimated life of each asset group. If the undiscounted cash flows estimated to be generated by those assets are less than the asset’s carrying amount, impairment is recognized in the amount of the excess of the carrying value over the fair value. No indicators of impairment were identified as of October 31, 20212023.

Derivatives

 

The Company has public warrants outstanding and due to certain provisions in the warrant agreement, coupled with the Company's capital structure, which includes preferred stock with voting rights, the public warrants do 53not


.

Revenue recognition

The Company adopted ASC 606,Revenue Recognition (ASC 606) on October 31, 2021, effective as of November 1, 2020, using the modified retrospective method. Results for reporting periods beginning October 31, 2021 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with our legacy accounting under Accounting Standards Codification Topic 605: Revenue Recognition (ASC 605). The adoption of the guidance did not have a material impact on the amount or timing of revenue recognized.

 

The Company generates revenues primarily from (1) concrete pumping services in both the U.S. and U.K and (2) the Company’s concrete waste services business, both of which are discussed below. In addition, the Company generates an immaterial amount of revenue from the sales of replacement parts to customers. The Company’s delivery terms for replacement part sales are FOB shipping point.

 

The Company adopted ASU 2016-02,Leases (“ASC 842”) on October 31, 2022, effective as of November 1, 2021, using the modified retrospective method. Revenue for the reporting periods ending after October 31, 2021 is presented under ASC 606 or ASC 842. With the exception of the daily pan rental fee for the Company's concrete waste services business, which is accounted for in accordance with ASC 842, all other revenue for the Company is recorded in accordance with ASC 606 (see discussion below for each revenue stream).

Revenue from contracts with customers (ASC 606)

Concrete Pumping Services

 

The vast majority of allthe Company's revenue from concrete pumping services comes from the Company's daily service, where the Company sends a single operator with a conventional concrete pump truck (an articulating boom attached to a large truck) to deliver concrete (or other construction material such as aggregate) from one point to another as directed by the customer. Customers are billed on either (1) a solely time basis or (2) a time and volume pumped basis. Additional charges (such as a fuel surcharge and travel costs) are frequently added based on specific project requirements. The Company's performance obligations related to these jobs are satisfied daily and invoiced accordingly and as such, there are no unsatisfied performance obligations at the end of any day.

 

A much smaller component of the total concrete pumping services revenue comes from placing boom services. Placing booms have become an essential tool in the efficient construction of high-rise buildings. A placing boom is the articulating boom component of a conventional concrete pump truck, positioned on the uppermost floor of a building construction project. Concrete is then supplied through a pipeline from the pump that remains at ground level. Due to the long term nature of high-rise jobs, these contracts are generally longer term but typically not in excess of one year. Customers are generally invoiced (1) at month end for a fixed monthly placing boom usage fee, (2) daily for time worked and volume of concrete pumped and (3) at the beginning of the job for certain set-up costs and at the end of the job for tear-down costs. As it pertains to the fixed monthly usage fee and daily fees related to time worked and volume of concrete pumped, which collectively make up a significant portion of the total consideration in the contract, the Company recognizes revenue as invoiced in accordance with ASC 606. For the consideration allocated to set-up and tear-down fees, the Company recognizes revenue on a straight-line basis over the estimated term of the contract. The aggregate asset or liability from these services is not significant. As invoices are issued with terms of net 30 and substantially all of the contracts are completed within a year, we do not disclose the value of unsatisfied performance obligations, which would include the value of future usage of the Company’s placing boom asset,assets, hours to be worked or cubic yards to be pumped.

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Revenue from contracts with customers (ASC 606) &Lease revenue (ASC 842)

 

Concrete Waste Services

 

The Company’s concrete waste services business consists of service fees charged to customers for the delivery and usage over time of its pans or containers and the disposal of the concrete waste material. Almost all contracts include two prices: (1) A fixed price that includes (a) the pickup and disposal of the waste material and (b) a specified number of days the customer can use the pan and (2) a daily rental price if the customer keeps the pan for a time period in excess of days permitted in the fixed price. For these services, the Company has identified two performance obligations: (1) the daily usage of the pans or containers and (2) the pickup and disposal of the waste material. The fees allocable to these obligations are based on their standalone selling prices based on observable prices andor an expected cost plus margin approach. The Company recognizes lease revenue monthly for the daily usage fees pursuant to ASC 842 and recognizes the revenue attributable to the disposal services when the disposal is completed.completed pursuant to ASC 606. The aggregate asset or liability from these services is not significant. As invoices are issued with terms of net 30 and substantially all of the contracts are completed within a year, we do not disclose the value of unsatisfied performance obligations, which would include the remaining days the pans will be utilized or the future pickup and disposal of the waste material.

 

The Company recognizes revenue from pan rentals in the period earned, regardless of the timing of billing to customers. A pan rental contract is fixed in nature, but the total includes a fixed amount for the pan rental and a services component. The performance obligation for the service component of the pan rental is satisfied at the time of the pan rental pickup, which is when the Company will recognize the services component revenue under ASC 606. The pan rental contract is generally rented for short periods of time (less than a year). The pan rental is disclosed under ASC 842 revenue and the services component is disclosed under ASC 606 revenue.

Leases as Lessor

Our Eco-Pan business involves contracts with customers whereby we are a lessor for the rental component of the contract and therefore, such rental components of the contract are recorded as lease revenue. We account for such rental contracts as operating leases. We recognize revenue from pan rentals in the period earned, regardless of the timing of billing to customers. The lease component of the revenue is disaggregated by a base price that is based on the number of contractual days and a variable component that is based on days in excess of the number of contractual days. See further discussion above under "Revenue recognition". 

The table below summarizes our revenues as presented in our consolidated statements of operations for the years ended October 31, 2023 and 2022 by revenue type and by applicable accounting standard:

  

Year Ended October 31,

 

(in thousands)

 

2023

  

2022

 

Service revenue - ASC 606

 $411,247  $376,665 

Lease fixed revenue – ASC 842

  18,680   15,015 

Lease variable revenue - ASC 842

  12,314   9,612 

Total revenue

 $442,241  $401,292 

Practical Expedients Applied

 

The Company collects sales taxes when required from customers as part of the purchase price, which are then subsequently remitted to the appropriate authorities. The Company has elected to apply the practical expedient provided by ASC 606, whichthat allows entities to make an accounting policy election to exclude sales taxes and other similar taxes from the measurement.

 

At contract inception, the Company does not expect the period between customer payment and transfer of control of the promised services to the customer to exceed one year as customers are invoiced with terms of 30 days. As such, the Company has used the practical expedient in ASC 606 which states that no adjustment for a significant financing component is necessary.

 

Trade receivables and contract assets and liabilities

Trade receivables are carried at the original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts. Generally, the Company does not require collateral for their accounts receivable; however, the Company may file statutory liens or take other appropriate legal action when necessary on construction projects in which collection problems arise. A trade receivable is typically considered to be past due if any portion of the receivable balance is outstanding for more than 30 days. The Company does not charge interest on past-due trade receivables.

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In addition,Management determines the allowance for doubtful accounts by identifying troubled accounts and by using historical experience applied to an aging of accounts. Trade receivables are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received.

The Company does not have contract liabilities associated with contracts with customers. The Company’s contract assets and impairment losses associated therewith are not significant. Contracts with customers do not result in amounts billed to customers in excess of recognizable revenue.

Performance obligations

The Company’s ASC 606 revenue is recognized primarily over time. Accordingly, in any particular period, we do not generally recognize a significant amount of revenue from performance obligations satisfied (or partially satisfied) in previous periods.

Contract costs

The Company incurs limited costs in order to obtain contracts. However, as the amortization period for these assets would be one year or less, the Company has elected the practical expedient permitted by ASC 606 and recognized those incremental costs of obtaining a contract as an expense when incurred. Upon transition to the new the standard, the Company did not restate contracts that begin and are completed within the same annual reporting period. As discussed above, contracts of the Company are typically completed within the year.

 

Disaggregation of Revenue

 

Revenue disaggregated by reportable segment and geographic area where the work was performed for the fiscal years ended October 31, 20212023 and 20202022 is presented in Note 18.19. The Company’s three reportable segments are U.S. Concrete Pumping, U.K. Operations and U.S. Concrete Waste Management Services.

Leases

Leases as Lessee

The Company primarily leases various office and land facilities, vehicles and general office equipment. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term.

The Company determines if an arrangement is a lease at inception and whether that lease meets the classification criteria of a finance or operating lease in accordance with ASC 842, based on the terms and conditions in the contract. A contract contains a lease if there is an identified asset and we have the right to control the asset for a period of time in exchange for consideration. Lease arrangements can take several forms. Some arrangements are clearly within the scope of lease accounting, such as a real estate contract that provides an explicit contractual right to use a building for a specified period of time in exchange for consideration. However, the right to use an asset can also be conveyed through arrangements that are not leases in form, such as leases embedded within service and supply contracts. We analyze all arrangements with potential embedded leases to determine if an identified asset is present, if substantive substitution rights are present, and if the arrangement provides the customer control of the asset. Right-of-use ("ROU") assets are recognized at the lease commencement date at amounts equal to the respective lease liabilities. Lease-related liabilities are recognized at the present value of the remaining expected future lease payments (see discussion below), which are discounted using the Company’s incremental borrowing rates as the rates implicit in the leases are not readily determinable. The incremental borrowing rates used are based on the Company’s Senior Notes rates, adjusted to approximate the rates at which we could borrow on a collateralized basis over a term similar to the recognized lease term. The incremental borrowing rates are applied to each lease based upon the length of the lease term and the reporting entity in which the lease resides. Operating lease expense is recognized on a straight-line basis over the lease term, while variable lease payments are expensed as incurred.

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Many of the Company’s lease arrangements contain multiple lease components (including fixed payments, such as rent, real estate taxes and insurance costs) and non-lease components (including common-area maintenance ("CAM") costs). The Company has elected to not separate the lease and non-lease components for leases as lessee. All leases that contain CAM or pass-through components that are variable payments and are billed separate from the base payment for the lease are expensed as variable lease expense in the period in which the obligation of these payments was incurred. Other leases that have a component of the base payment that is known to include CAM or other pass-through charges will not be separated and therefore are included in the analysis of the lease liability. Any true-ups or variable payments billed will be expensed as variable lease expense when incurred.

Expected Future Lease payments - The Company’s lease agreements contain a contractual minimum number of fixed lease payments, and many contain renewal options. However, the Company does not recognize ROU assets or lease liabilities for renewal periods unless at inception or when a triggering event occurs, it is determined that it is reasonably certain the lease will be renewed. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Some of the Company’s lease agreements are on a month-to-month basis and the Company does not recognize ROU assets or lease liabilities until it is determined that it is reasonably certain the Company will have rights to the asset greater than 12 months. Based on this, the expected future lease payments that are discounted to arrive at the initial lease liability are reflective of (1) contractual minimum number of fixed lease payments plus (2) the contractually permitted renewals that are reasonably certain to be elected. Quarterly, the Company reviews the month-to-month agreements and agreements with renewal terms where it was previously determined the renewal was not reasonably certain.

These leases, with few exceptions, provide for escalations that are fixed escalation clauses (such as fixed-dollar or fixed-percentage increases) or inflation-based escalation clauses (such as those tied to the consumer price index). The lease term for most leases includes the initial non-cancelable term plus any term under renewal options that are reasonably certain.

The Company, from time to time, will enter into subleases, but these are immaterial in nature. From the Company’s perspective, these items are not factored into the value of the ROU asset, but are disclosed as an offset to expense on the Consolidated Statement of Operations.

The adoption of the new standard resulted in the recording of operating ROU assets and operating lease liabilities of approximately $18.6 million as of November 1, 2021. All capital leases under ASC 840 as of October 31, 2021 were converted and disclosed as finance leases under ASC 842 as of November 1, 2021.

 

Practical Expedients Applied

The Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things (i) allowed it to carry forward the historical lease classification; (ii) did not require reassessment whether any expired or existing contracts are or contain leases under the new definition of a lease; and (iii) did not require the Company to reassess whether previously capitalized initial direct costs for any existing leases would qualify for capitalization under ASC 842.

The Company has elected the short-term lease practical expedient, which excludes short-term leases from the scope of ASC 842. The Company will expense all short-term leases on a straight-line basis over the lease term.

The Company also elected the hindsight practical expedient regarding the likelihood of exercising a lessee purchase option or assessing any impairment of ROU assets for existing leases. For all leases as lessee, the Company has elected the expedient that allows the Company to not separate non-lease components from lease components, but instead account for each separate lease component and the non-lease components associated with that lease component as a single lease component. For leases as lessor, the Company cannot separate these components as the timing and pattern of transfer of the lease and service components are not the same. The Company believes these elections will not have a material impact on the ROU asset and lease liability.

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Stock-based compensation

 

The Company follows ASC 718, Compensation—Stock Compensation (ASC("ASC 718718"), which requires the measurement and recognition of compensation expense, based on estimated fair values, for all share-based awards made to employees and directors. The fair value of time-based only restricted stock awards and time-based only stock options with a $.01 exercise price are valued at the closing price of the Company's stock as of the date of the grant of these awards. The Company expenses the grant date fair value of the award in the consolidated statements of operations over the requisite service periods on a straight-line basis. For stock awards that include a market-based vesting condition, such as the trading price of the Company’s common stock exceeding certain price targets, the Company uses a Monte Carlo Simulation in estimating the fair value at grant date and recognizes compensation expense over the implied service period (median time to vest). Shares exercised are issued out of authorized but not outstanding shares. The Company accounts for forfeitures as they occur.

Income taxes

 

The Company complies with ASC 740, Income Taxes, which requires an asset and liability approach to financial reporting for income taxes.

 

The Company computes deferred income tax assets and liabilities annually for differences between the financial statements and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, carryback opportunities, and tax planning strategies in making the assessment. Income tax expense includes both the current income taxes payable or refundable and the change during the period in the deferred tax assets and liabilities. The tax benefit from an uncertain tax position is only recognized in the consolidated balance sheet if the tax position is more likely than not to be sustained upon an examination. The Company recognizes interest and penalties related to underpayment of income taxes in general and administrative expenseexpenses in the consolidated statements of operations.

 

Camfaud files income tax returns in the U.K. Camfaud’s national statutes are generally open for one year following the statutory filing period.

Foreign currency translation and transactions

 

The functional currency of Camfaud is the Pound Sterling (GBP). The assets and liabilities of the Company's foreign subsidiaries are translated into U.S. Dollars using the period end exchange rates for the periods presented, and the consolidated statements of operations are translated at the average exchange rate for the periods presented. Retained earnings are translated at historic rates. The resulting translation adjustments are recorded as a component of comprehensive income on the consolidated statements of comprehensive income and is the only component of accumulated in other comprehensive income. The functional currency of our other subsidiaries is the United States Dollar.

Gains/(losses) from foreign currency translation of certain of the Company's intercompany balances during the years ended October 31, 2023 and 2022 were $0.6 million and $(2.1) million, respectively, and were included in general and administrative expenses in the consolidated statements of operations. Since the U.S. and the U.K. primarily transact within their respective currencies, gains/(losses) from foreign currency transactions are not material.

 

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Earnings per share

 

The Company calculates earnings per share in accordance with ASC 260, Earnings perPer Share. TheFor purposes of calculating earnings per share (“EPS”), a company that has participating security holders (for example, holders of unvested restricted stock that have non-forfeitable dividend rights and the Company’s Series A Preferred Stock) is required to utilize the two-class method of computing earnings per share is required for entities that have participating securities.calculating EPS unless the treasury stock method results in lower EPS. The two-class method is an earnings allocation formula that determines earnings per share forof earnings/(loss) between the holders of common stock and a company’s participating securities according to dividends declared (or accumulated) and participation rights in undistributed earnings. For purposes of ASC 260,security holders. Under the two-class method, earnings/(loss) for the reporting period is computed basedcalculated by taking the net income (loss) for the period, less both the dividends declared in the period on participating securities (whether or not paid) and the followingdividends accumulated for the period on cumulative preferred stock (whether or not earned) for the period. Our common shares outstanding are comprised of shareholder owned common stock and shares of unvested restricted stock held by participating stock: (1) Common Stock and (2) Restricted Stock Awards.security holders.

 

Basic earnings (loss) per common shareEPS is calculated by dividing net income (loss)or loss attributable to common shareholdersstockholders by the weighted average number of shares of Common Stockcommon stock outstanding, each period.excluding participating shares. Diluted earnings (loss) per common share is based onupon the weighted average number of shares outstanding during the periodas determined for basic earnings per share plus the commonshares potentially issuable in conjunction with unvested restricted stock equivalents which would arise from the exercise ofawards, incentive stock options, outstanding using the treasurynon-qualified stock methodoptions and the average market price per share during the period.shares of zero-dividend convertible perpetual preferred stock outstanding. Common stock equivalents are not included in the diluted earnings (loss) per share calculation when their effect is antidilutive.

 

An anti-dilutive impact is an increase in earnings per share or a reduction in net loss per share resulting from the conversion, exercise, or contingent issuance of certain securities.

Business combinations and asset acquisitions

 

The Company applies the principles provided in ASC 805, Business Combinations("ASC 805"), to determine whether a transaction involves an asset acquisition or a business.business combination.

 

If it is determined an acquisition is a business combination, tangible and intangible assets acquired and liabilities assumed are recorded at fair value and goodwill is recognized for any differences betweento the extent the fair value of the consideration transferred andexceeds the fair value of the net assets acquired. Transaction costs for business combinations are expensed as incurred in accordance with ASC 805.

 

If it is determined an acquisition is an asset acquisition, the purchase consideration (which will include certain transaction costs) is allocated first to indefinite lived intangible assets (if applicable) based on their fair values with the remaining balance of purchase consideration being allocated to the acquired assets and liabilities based on their relative fair values.

Concentrations

 

As of October 31, 20212023 there were three primary vendors that the Company relied upon to purchase concrete pumping boom equipment. However, should the need arise, there are alternate vendors who can provide concrete pumping boom equipment.

 

Cash balances held at financial institutions may, at times, be in excess of federally insured limits. The Company places its temporary cash balances in high-credit quality financial institutions.

 

The Company’s customer base is dispersed across the U.S. and U.K. The Company performs ongoing evaluations of its customers’ financial condition and requires no collateral to support credit sales. During the periods described above, no customer represented 10 percent or more of sales or trade receivables.

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Note 3. New Accounting Pronouncements

 

The Company has opted to take advantage of the extended transition period available to emerging growth companies pursuant to the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) for new accounting standards.

Newly adopted accounting pronouncements

ASU 2014-09,Revenue from Contracts with Customers (ASC 606) (“ASU 2014-09”) - In May 2014, the FASB issued ASU No.2014-09,which is a comprehensive new revenue recognition model. Under ASU 2014-09 and the related clarifying ASUs, a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services. Following the issuance of ASU 2020-05 that deferred the effective date for certain companies, ASU 2014-09 is effective for emerging growth companies that have elected to use private company adoption dates in annual reporting periods beginning after December 15, 2019 and interim reporting periods within annual reporting periods beginning after December 15, 2020 and is to be adopted using either a full retrospective or modified retrospective transition method. The Company adopted the guidance using the modified retrospective transition method applied to contracts that were not completed as of November 1, 2020. As a result of the adoption of the guidance, there were no required changes to the opening retained earnings balance and no significant changes were recorded related to the timing or amounts of recognition of revenue. Our expanded revenue disclosure is presented in Note 2.

Recently issued accounting pronouncements not yet effective

ASU 2016-02, Leases (“ASU 2016-02”) - In February 2016, the FASB issued ASU 2016-02, which is codified in ASC 842, Leases (“ASC 842”) and supersedes current lease guidance in ASC 840, Leases. ASC 842 requires a lessee to recognize a right-of-use asset and a corresponding lease liability for substantially all leases. The lease liability will be equal to the present value of the remaining lease payments while the right-of-use asset will be similarly calculated and then adjusted for initial direct costs. In addition, ASC 842 expands the disclosure requirements to increase the transparency and comparability of the amount, timing and uncertainty of cash flows arising from leases. In July 2018, the FASB issued ASU 2018-11, Leases ASC 842: Targeted Improvements, which allows entities to initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The new standard is effective for emerging growth companies that have elected to use private company adoption dates for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company plans to adopt the new standard effective for the year ending October 31, 2022. The Company is currently evaluating the impact of the pending adoption of the new standard on the consolidated financial statements. 

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ASU 2016-13, Financial Instruments—Credit Losses (Topic 326) (“ASU 2016-13”)- In June 2016, the FASB issued ASU No.2016-13, which, along with subsequently issued related ASUs, requires financial assets (or groups of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected, among other provisions. This ASU is effective for emerging growth companies that have elected to use private company adoption dates with annual and interim periods beginning after December 15, 2022, with early adoption permitted. The Company plans to adopt the new standard effective for the year ending October 31, 2022. The amendments of this ASU should be applied on a modified retrospective basis to all periods presented. The Company is currently evaluating the effects adoption of this guidance will have on the consolidated financial statements.

 

ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”) - In March 2020, the FASB issued ASU 2020-04, which provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting for contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”). Specifically, to the extent the Company's debt agreements are modified to replace LIBOR with another interest rate index, ASU 2020-04 will permit the Company to account for the modification as a continuation of the existing contract without additional analysis. Companies may generally elect to apply the guidance for periods that include March 12, 2020 through December 31, 2022. Effective June 29, 2022, the Company transitioned all of its U.S. Dollar borrowings from LIBOR to the Secured Overnight Financing Rate ("SOFR"). See Note 10 for further discussion.

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ASU 2016-02, Leases (“ASU 2016-02”) - In February 2016, the FASB issued ASU 2016-02, which is codified in ASC 842, Leases (“ASC 842”) and supersedes current lease guidance in ASC 840, Leases. ASC 842 requires a lessee to recognize a ROU asset and a corresponding lease liability for substantially all leases. The lease liability is equal to the present value of the remaining lease payments while the ROU asset is similarly calculated and then adjusted for initial direct costs. In addition, ASC 842 expands the disclosure requirements to increase the transparency and comparability of the amount, timing and uncertainty of cash flows arising from leases. In July 2018, the FASB issued ASU 2018-11, Leases ASC 842: Targeted Improvements, which allows entities to initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The new standard is effective for emerging growth companies that have elected to use private company adoption dates for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company adopted the guidance for the year ended October 31, 2022, with an effective date of adoption of November 1, 2021. See Note 9 for further discussion. 

Recently issued accounting pronouncements not yet effective

Accounting Standards Update ("ASU") 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative issued in August 2018 – In October 2023, the FASB issued ASU 2023-06, which amends U.S. GAAP to reflect updates and simplifications to certain disclosure requirements referred to FASB by the SEC. The targeted amendments incorporate 14 of the 27 disclosures referred by the SEC into Codification. Some of the amendments represent clarifications to, or technical corrections of, the current requirements. ASU 2023-06 could move certain disclosures from the nonfinancial portions of SEC filings to the financial statement notes. Each amendment in ASU 2023-06 will only become effective if the SEC removes the related disclosure or presentation requirement from its existing regulation by June 30, 2027. No amendments were effective at October 31, 2023. The Company is still currently evaluating the anticipated impact of the adoption of the new standard but does not expect a significant impact on the consolidated financial statements.

ASU 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”) - In November 2023, the FASB issued ASU No.2023-07, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The purpose of the amendments is to enable investors to better understand an entity’s overall performance and assess potential future cash flows. This ASU is effective for public companies with annual periods beginning after December 15, 2023, and interim periods within annual period beginning after December 15, 2024, with early adoption permitted. The Company plans to adopt the guidance for the fiscal year ending October 31, 2024. The Company is currently evaluating the effects adoption of this guidance will have on the consolidated financial statements.

ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”) - In December 2023, the FASB issued ASU No.2023-09, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. This ASU is effective for public companies with annual periods beginning after December 15, 2024, with early adoption permitted. The Company plans to adopt the guidance for the fiscal year ending October 31, 2025. The Company is currently evaluating the effects adoption of this guidance will have on itsthe consolidated financial statements.

ASU 2016-13, Financial Instruments Credit Losses (Topic 326) (“ASU 2016-13”) - In June 2016, the FASB issued ASU No.2016-13, which, along with subsequently issued related ASUs, requires financial assets (or groups of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected, among other provisions. This ASU is effective for smaller reporting companies with fiscal years beginning after December 15, 2022, with early adoption permitted. The Company plans to adopt the guidance during the first quarter of the fiscal year ending October 31, 2024. The amendments of this ASU should be applied on a modified retrospective basis to all periods presented. The Company is currently evaluating the effects adoption of this guidance will have on the consolidated financial statements as well as timing of adoption.

and anticipates the impacts to be immaterial.

 

Note 4. Business Combinations and Asset Acquisitions

 

WeThe Company completed one asset acquisition during the threesecond acquisitions inquarter of fiscal 20212023 and none infive acquisitions during fiscal 2020,2022. All acquisitions either added complementary assets in markets in which the Company already operates or expanded the Company's footprint into adjacent markets. With the exception of the Coastal Carolina Pumping, Inc. ("Coastal") acquisition during the fourth quarter of fiscal 2022, all of whichother transactions qualified as asset acquisitions. Except for the acquisition of Hi-Tech,Pioneer Concrete Pumping Services (“Pioneer”) in the first quarter of fiscal 2022 and Coastal in the fourth quarter of fiscal 2022, these acquisitions arewere not individually significant to our results of operations. The consideration for the acquisitions in fiscal 20212022 consisted of cash and was allocated to identifiedthe acquired long-lived tangible and intangible assets.

 

September 2021 August 2022 (Hi-TechFiscal 2022) Coastal Acquisition

 

In SeptemberAugust 2022, the Company acquired the property, equipment and intangible assets of Coastal for total purchase consideration of $30.8 million, which was paid for using cash and the ABL Facility (defined below). This transaction expanded our operations in the Carolinas and Florida and qualified as a business combination under ASC 805. Accordingly, the Company recorded all assets acquired and liabilities assumed at their acquisition-date fair values. There was no goodwill recognized in this transaction.

The following table represents the final allocation of consideration to the assets acquired and liabilities assumed at their estimated acquisition-date fair values with any measurement-period adjustments included:

(in thousands)    

Consideration paid:

 $30,762 
     

Net assets acquired:

    

Intangible assets

 $2,500 

Property and equipment

  28,500 

Liabilities assumed

  (238

)

Total net assets acquired

 $30,762 

All assets were valued using level 3 inputs. The equipment was valued using a market approach while the intangible assets were valued using an income approach based on management’s projections.

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Identifiable intangible assets acquired consist of customer relationships of $1.7 million and non-compete agreements valued at $0.8 million. The customer relationships were valued using the multi-period excess earnings method. The non-compete agreements were valued using a direct valuation of economic damages approach. The Company determined the useful life of both the customer relationships and non-compete agreements to be 5 years.

Concurrent with closing of the asset purchase agreement, the Company signed five leases directly with the seller. The leases were entered into at market rates and the Company recognized an ROU asset and liability of $6.5 million related to these leases.

November 2021 (Fiscal 2022) Pioneer Acquisition

In November 2021, the Company acquired the assets, no cash, of Hi-Tech Concrete Pumping Services (“Hi-Tech”)Pioneer for total purchase consideration of $12.3 million. $20.2 million, of which, $1.0 million was held back (the “Holdback”) to allow for a post-closing joint inspection of Pioneer’s fleet vehicles. The Holdback had not been paid out as of October 31, 2023. This transaction was treated as an asset acquisition. The Company allocated $11.5$19.1 million to the purchase of Hi-Tech'sPioneer's equipment. The remaining $0.8$1.1 million was allocated to definite liveda definite-lived assembled workforce intangible asset and a definite-lived customer relationships intangible assets.asset. All assets were valued using level 3 inputs. The equipment was valued using a market approach while the intangible assets were valued using an income approach based on management’s projections. The intangible assets will be amortized over 3 to 5 years.

 

Transaction Costs

Transaction costs include expenses for legal, accounting, and other professionals that were engaged in connection with an asset acquisition or business combination. Transaction costs in the twelve months ended October 31, 2023 and 2022 were immaterial.

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Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information presents the combined results of operations for the Company and gives effect to the Coastal business combination discussed above as if it had occurred on November 1, 2020. The pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the results of operations that would have been realized if the Coastal business combination had been completed on November 1, 2020, nor does it purport to project the results of operations of the combined company in future periods. The pro forma financial information does not give effect to any anticipated integration costs related to the acquired company.

The unaudited pro forma financial information is as follows:

(in thousands)

 

Year Ended October 31, 2022

 

Revenue

 $401,292 

Pro forma revenue adjustments by Business Combination

    

Coastal

  15,986 

Total pro forma revenue

 $417,278 
     

Net income

 $28,676 

Pro forma net income adjustments by Business Combination

    

Coastal

  1,087 

Total pro forma net income

 $29,763 

Significant pro forma adjustments include:

Tangible and intangible assets are assumed to be recorded at their estimated fair values as of November 1, 2021 and are depreciated or amortized over their estimated useful lives; and

The Company incurred approximately $30.0 million on the ABL Facility (defined below) in connection with the acquisition of Coastal. Interest expense has been adjusted as of November 1, 2020.

Coastal’s contribution to the Company's fiscal 2022 revenue was $4.0 million and net income was $0.6 million.

 

Note 5. Fair Value Measurement

 

The carrying amounts of the Company's cash and cash equivalents, accounts receivable, accounts payable and current accrued liabilities approximate their fair value as recorded due to the short-term maturity of these instruments, which approximates fair value. The Company’s outstanding obligations on its ABLasset-backed loan ("ABL") credit facility are deemed to be at fair value as the interest rates on these debt obligations are variable and consistent with prevailing rates. There were no changes since October 31, 2022 in the company's valuation techniques used to measure fair value. The Company believesfair value of the ABL credit facility is derived from Level 2 inputs. The carrying values of its capitalthe Company's finance lease obligations represent fair value. The only transfer in financial instruments between the three levels of the fair value hierarchy during the year ended October 31, 2022 was changing the warrants from Level 1 to Level 2 due to inactivity in trading. There were no changes for the year ended October 31, 2023.

 

58

 

Long-term debt instruments

 

The Company's long-term debt instruments are recorded at their carrying values in the consolidated balance sheet, which may differ from their respective fair values. The fair values of the long-term debt instruments are derived from Level 2 inputs.  The fair value amount of the Long-termlong-term debt instruments atas of October 31, 20212023 and 20202022 is presented in the table below based on the prevailing interest rates and trading activity of the Senior Notes.

 

  

October 31,

  

October 31,

 
  

2021

  

2020

 

(in thousands)

 

Carrying Value

  

Fair Value

  

Carrying Value

  

Fair Value

 

Term loans

 $0  $0  $381,205  $365,003 

Senior notes

 $375,000  $390,938  $0  $0 

Capital lease obligations

 $381  $381  $477  $477

 

Deferred consideration

In connection with the acquisition of Camfaud in November 2016, former Camfaud shareholders were eligible to receive earnout payments (“deferred consideration”) of up to $3.1 million if certain Earnings before interest, taxes, depreciation, and amortization ("EBITDA") targets were met. In accordance with ASC 805, the Company reviewed the deferred consideration on a quarterly basis in order to determine its fair value. Changes in the fair value of the liability are recorded within general and administrative expenses in the consolidated statements of operations in the period in which the change was made. The Company estimated the fair value of the deferred consideration based on its probability assessment of Camfaud’s EBITDA achievements during the 3 year earnout period. In developing these estimates, the Company considered its revenue and EBITDA projections, its historical results, and general macro-economic environment and industry trends. This fair value measurement was based on significant revenue and EBITDA inputs not observed in the market, which represents a Level 3 measurement. The fair value of the deferred consideration was $1.7 million at October 31, 2019, which also represented the date at which the 3-year earnout period ended. The deferred consideration was fully paid out during the fiscal 2020first quarter. In accordance with US GAAP, the related cash outflows are reflected in the statement of cash flows with $1.2 million being included in financing activities, reflecting the payment of contingent consideration that was originally established in purchase accounting, and the remaining $0.5 million being included in operating activities, reflecting the payment amount that is in excess of the contingent consideration that was originally established in purchase accounting.

  

As of October 31,

  

As of October 31,

 
  

2023

  

2022

 

(in thousands)

 

Carrying Value

  

Fair Value

  

Carrying Value

  

Fair Value

 

Senior Notes

 $375,000  $353,438  $375,000  $339,375 

 

Warrants

 

At bothAs of October 31, 20212023 and 2020,2022, there were 13,017,77713,017,677 public warrants and no private warrants outstanding.outstanding, respectively. Each warrant entitles its holder to purchase one share of Class A common stock at an exercise price of $11.50 per share. The warrants expireexpired on December 6, 2023, 2023.or earlier upon redemption or liquidation. The Company may call the outstanding public warrants for redemption at a price of $0.01 per warrant, if the last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third business day before the Company sends the notice of redemption to the warrant holders.

 

The Company accounts for the public warrants issued in connection with its IPO in accordance with ASC 815, under which certain provisions in the public warrant agreements do not meet the criteria for equity classification and therefore these warrants must be recorded as liabilities. The fair value of each public warrant is based on the public trading price of the warrant (Level 12 fair value measurement). Gains and losses related to the warrants are reflected in the change in fair value of warrant liabilities in the consolidated statements of operations.operations, see Note 2 for further discussion.

 

All other non-financial assets

 

The Company's non-financial assets, which primarily consist of property and equipment, goodwill and other intangible assets, are not required to be carried at fair value on a recurring basis and are reported at carrying value. However, on a periodic basis or whenever events or changes in circumstances indicate that their carrying value may not be fully recoverable (and at least annually for goodwill and indefinite lived intangibles), non-financial instruments are assessed for impairment and, if applicable, written down to and recorded at fair value.

59

 

Note 6. Prepaid Expenses and Other Current Assets

 

The significant components of prepaid expenses and other current assets at October 31, 20212023 and 20202022 are comprised of the following:

 

 

October 31,

 

October 31,

  

As of October 31,

 

As of October 31,

 

(in thousands)

 

2021

  

2020

  

2023

  

2022

 

Expected recoveries related to self-insured commercial liabilities

 $3,802  $- 

Prepaid insurance

 $949  $1,399  1,611  1,550 

Prepaid licenses and deposits

 360  429  810  751 

Prepaid rent

 331 149  629  402 

Other current assets and prepaids

  2,470  717   1,849   2,472 

Total prepaid expenses and other current assets

 $4,110 $2,694  $8,701  $5,175 

 

59

 

Note 7. Property, Plant and Equipment

 

The significant components of property, plant and equipment atas of October 31, 20212023 and 20202022 are comprised of the following:

 

 

October 31,

 

October 31,

  

As of October 31,

 

As of October 31,

 

(in thousands)

 

2021

  

2020

  

2023

  

2022

 

Land, building and improvements

 $27,062 $26,728  $29,338  $28,528 

Capital leases—land and buildings

 828 828 

Finance leases—land and buildings

 828  828 

Machinery and equipment

 374,034 318,029  517,514  478,162 

Transportation equipment

 2,935 2,338  9,306  7,133 

Furniture and office equipment

  2,880  1,230   3,817   3,870 

Property, plant and equipment, gross

 407,739 349,153  560,803  518,521 

Less accumulated depreciation

  (69,968)  (44,899)  (133,155)  (99,144)

Property, plant and equipment, net

 $337,771  $304,254  $427,648  $419,377 

 

Depreciation expense for the yearyears ended October 31, 20212023 and 2022 was $28.8 million. Depreciation expense for the year ended October 31, 2020 was $28.3 million. Depreciation expense related to revenue producing machinery and equipment is recorded in cost of operations and an immaterial amount of depreciation expense related to the Company's capital leases and furniture and fixtures is included in general and administrative expenses in the consolidated statements of operations.as follows:

  

Year Ended October 31,

 

(in thousands)

 2023  2022 

Cost of operations

 $37,336  $32,608 

General and administrative expenses

  2,420   2,326 

Total depreciation expense

 $39,756  $34,934 

 

 

Note 8. Goodwill and Intangible Assets 

 

The Company has recognized goodwill and certain intangible assets in connection with prior business combinations. During the second quarter of fiscal 2020, theThe Company identifiedperformed a triggering event resulting from a sustained decline in its stock price and deterioration in general economic conditions resulting from COVID-19. As a result, the Company, with the assistance of a third party valuation specialist, performed an interim impairmentqualitative test on its indefinite-lived trade name intangible assets and goodwill as of the annual impairment testing date of April 30, 2020.August 31, 2023 and there were no impairment indicators present. As of October 31, 2023, no triggering events were identified. The Company performed a quantitative impairment analysis as of August 31, 2022. Based on the results of this analysis the fair values of the Company's reporting units were in excess of their carrying values and as such, no impairments were identified.

 

The valuation methodology used to value the trade-names trade names during the quantitative impairment analysis as of August 31, 2022, was based on the relief-from-royalty method which is an income based measure that derives the value from total revenue growth projected and what percentage is attributable to the trade name.names. As a result of the analysis, the Company identified that the fair value of its Brundage-Bone Concrete Pumping, trade name was approximately 11.8% below its carrying value and as such, recorded a non-cash impairment charge of $5.0 million in intangibles impairment in its consolidated statements of operations for the year ended October 31, 2020. The impaired trade name has a remaining value of $37.3 million as of October 31, 2021. In addition, the Company concluded that the fair values of its Eco-Pan and Capital Pumping trade names exceeded their carrying values by approximately 7.8%61%, 49% and 109.1%127%, respectively, and their remaining values are $37.3 million, $7.7 million and $5.5 million as of October 31, 20212022, , respectively.

 

60

The goodwill impairment test performed as of August 31, 2022, was performed on the Company’s U.S. Concrete Pumping, U.S. Concrete Waste Management Services, and U.K. Operations reporting units. The valuation methodologies used to value the reporting units included the discounted cash flow method (income approach) and the guideline public company method (market approach). As a result of the goodwill impairment analysis, the Company identified that the fair values of its U.S. Concrete Pumping, U.S. Concrete Waste Management Services and U.K. Operations reporting units were approximately 6.9%7%, 82% and 14.8% below32% greater than their carrying values, respectively. As such, the Company recorded non-cash impairment charges of $38.5 million and $14.4 million to its U.S. Concrete Pumping and U.K. Operations reporting units, respectively, in its consolidated statements of operations for the year ended October 31, 2020. In addition, the Company concluded that the fair value of its U.S. Concrete Waste Management Services reporting unit exceeded its carrying value by approximately 4.5% and, as such, 0no impairment charge was recorded.

 

The factors leading to the impairment of the Company's goodwill and intangibles were primarily due to (1) lower anticipated future net revenues and earnings in its estimate of future cash flows resulting from COVID-19 and (2) a higher discount rate applied to future cash flows as a result of uncertainties of the overall economic impact from COVID-19. There is inherent uncertainty associated with key assumptions used by the Company in its impairment analyses including the duration of the economic downturn associated with COVID-19 and the recovery period.

A qualitative impairment assessment was done on the annual assessment date and no impairment was identified through fiscal 2021. The Company will continue to evaluate its goodwill and intangible assets in future quarters. Additional impairments may be recorded based on events and circumstances, including those related to COVID-19 discussed in Note 1.

The following table summarizes the composition of intangible assets at October 31, 2021 and at October 31, 2020:

 

October 31,

 

October 31,

 

2021

 

2020

 

Gross

      

Foreign Currency

 

Net

 

Gross

      

Foreign Currency

 

Net

 

Carrying

   

Accumulated

 

Translation

 

Carrying

 

Carrying

   

Accumulated

 

Translation

 

Carrying

(in thousands)

Value

Impairment

 

Amortization

 

Adjustment

 

Amount

 

Value

Impairment

 

Amortization

 

Adjustment

 

Amount

Customer relationship

$195,220$- $(91,169)$(539)$103,512 $193,585$- $(64,676)$(106)$128,803

Trade name

 5,748 -  (1,598) (71) 4,079  5,432 -  (1,020) (14)$4,398

Trade name (indefinite life)

 55,500 (5,000) -  -  50,500  55,500 (5,000) -  - $50,500

Assembled workforce

 350 -  -  -  350  - -  -  - $-

Noncompete agreements

 200 -  (102) -  98  200 -  (62) - $138

Total intangibles

$257,018$(5,000)$(92,869)$(610)$158,539 $254,717$(5,000)$(65,758)$(120)$183,839

6160

 

The following table summarizes the composition of intangible assets as of October 31, 2023 and 2022:

  

As of October 31,

 
  

2023

 
  

Weighted Average

  

Gross

          

Foreign Currency

  

Net

 
  

Remaining Life

  

Carrying

  Accumulated  

Accumulated

  

Translation

  

Carrying

 

(in thousands)

 

(in Years)

  

Value

  

Impairment

  

Amortization

  

Adjustment

  

Amount

 

Intangibles subject to amortization:

                        

Customer relationship

  10.1  $195,126  $-  $(130,295) $832  $65,663 

Trade name

  5.1   5,097   -   (2,645)  146   2,598 

Assembled workforce

  1.4   1,650   -   (972)  -   678 

Noncompete agreements

  3.9   1,200   -   (395)  -   805 

Indefinite-lived intangible assets:

                        

Trade names (indefinite life)

  -   55,500   (5,000)  -   -   50,500 

Total intangibles

     $258,573  $(5,000) $(134,307) $978  $120,244 

  

As of October 31,

 
  

2022

 
  

Weighted Average

  

Gross

          

Foreign Currency

  

Net

 
  

Remaining Life

  

Carrying

  Accumulated  

Accumulated

  

Translation

  

Carrying

 

(in thousands)

 

(in Years)

  

Value

  

Impairment

  

Amortization

  

Adjustment

  

Amount

 

Intangibles subject to amortization:

                        

Customer relationship

  11.0  $193,710  $-  $(112,658) $1,416  $82,468 

Trade name

  6.1   4,836   -   (2,127)  239   2,948 

Assembled workforce

  2.1   1,450   -   (444)  -   1,006 

Noncompete agreements

  4.6   1,000   -   (168)  -   832 

Indefinite-lived intangible assets:

                        

Trade names (indefinite life)

  -   55,500   (5,000)  -   -   50,500 

Total intangibles

     $256,496  $(5,000) $(115,397) $1,655  $137,754 

Amortization expense for the year ended October 31, 20212023 was $27.1$18.9 million. Amortization expense for the year ended October 31, 20202022 was $33.4$22.5 million. The estimated aggregate amortization expense for intangible assets over the next five fiscal years ending October 31 and thereafter is as follows:

 

(in thousands)

     

2022

 $22,010 

2023

 17,499 

2024

 14,058  $15,044 

2025

 11,301  11,713 

2026

  9,247  9,475 

2027

 7,731 

2028

 6,420 

Thereafter

  33,924   19,361 

Total

 $108,039  $69,744 

 

61

The changes in the carrying value of goodwill by reportable segment for the twelve-month periodyears ended October 31, 20212023 and 2022 are as follows:

 

(in thousands)

 U.S. Concrete Pumping  

U.K. Operations

  U.S. Concrete Waste Management Services  

Total

  U.S. Concrete Pumping  U.K. Operations  U.S. Concrete Waste Management Services  Total 
Balance at October 31, 2019 $185,782  $41,173  $49,133  $276,088 
Measurement-period adjustments 200  0  0  200 
Impairments* (38,500) (14,444) 0  (52,944)
Balance at October 31, 2021 147,482  28,085  49,133  224,700 
Foreign currency translation  -   (190)  -   (190)  -   (4,455)  -   (4,455)

Balance at October 31, 2020

 $147,482  $26,539  $49,133  $223,154 
Balance at October 31, 2022 147,482  23,630  49,133  220,245 

Foreign currency translation

  0   1,546   0   1,546   -   1,272   -   1,272 

Balance at October 31, 2021

 $147,482  $28,085  $49,133  $224,700 
Balance at October 31, 2023 147,482  24,902  49,133  221,517 

* Represents cumulative goodwill adjustment

Goodwill in the above table is presented net of accumulated impairment losses of $52.9 million as of October 31, 2023 and 2022. The U.S. Concrete Pumping and U.K. Operations reportable segments recorded $38.5 million and $14.4 million, respectively, in accumulated impairment losses.

Note 9. Leases

General

Lease expense consisted of the following:

 

Classification on the Consolidated Statement of Operations

 

Year Ended October 31,

  

Year Ended October 31,

 

(in thousands)

  

2023

  

2022

 

Operating lease expense

General and administrative expenses

 $6,522  $5,002 

Short-term and variable lease expense

General and administrative expenses  686   975 

Finance lease expense:

         

Amortization of right-of-use assets

General and administrative expenses  22   22 

Interest on lease liability

Interest expense, net

  9   13 

Total finance lease expense

 $30   35 

Sublease income

General and administrative expenses  (85)  (106)

Total lease expense

 $7,153  $5,906 

Supplemental consolidated balance sheet information and other information related to leases:

(in thousands)

  

October 31,

  

October 31,

 

Leases

Classification on the Consolidated Balance Sheet

 

2023

  

2022

 

Assets:

         

Operating lease assets

Right-of-use operating lease assets

 $24,815  $24,833 

Finance lease assets

Property, plant and equipment, net

  680   702 

Total leased assets

  25,495   25,535 

Current liabilities:

         

Operating

Operating lease obligations, current portion

 $4,739  $4,001 

Finance

Finance lease obligations, current portion

  125   109 

Noncurrent liabilities:

         

Operating

Operating lease obligations, non-current

  20,458   20,984 

Finance

Finance lease obligations, non-current

  50   169 

Total leased liabilities

 $25,372  $25,263 
          

Weighted-average remaining lease term (years)

         

Operating leases

  6   7 

Finance leases

  2   3 

Weighted-average discount rate

         

Operating leases

  7.1%  6.0%

Finance leases

  3.8%  3.7%

62

Supplemental consolidated cash flow statement information related to leases:

(in thousands)

 

2023

  

2022

 

Cash paid for amounts included in the measurement of lease liabilities:

        

Operating cash flows from operating leases

 $5,278  $4,798 

Financing cash flows from finance leases

  109   115 

The table below reconciles the undiscounted cash flows for each of the firstfive years and total of the remaining years to the operating lease and finance lease liabilities recorded on the Company’s consolidated balance sheet as of October 31, 2023:

  

Future Payments

 

(in thousands)

 

Operating Leases

  

Finance Leases

 

2024

 $6,267  $120 

2025

  5,543   61 

2026

  4,505   - 

2027

  4,001   - 

2028

  3,387   - 

Thereafter

  7,913   - 

Total lease payments

 $31,617  $181 

Less: Interest

  (6,420)  (6)

Total lease payments

 $25,197  $175 

Less: Current portion

  (4,739)  (125)

Long-term portion

 $20,458  $50 

As of October 31, 2023, we had no material operating or finance leases that had not yet commenced.

Related Party Leases

The Company has two related party leases. Eco-Pan leases its facility in Pacific, Washington from an investor group in which Bruce Young, the Company’s Chief Executive Officer, holds an approximately 25% interest. Camfaud leases its facility in Essex, England from a trust the trustees of which include Tony Faud, the Company’s Managing Director — U.K., and members of his family.

The following is supplemental consolidated balance sheet information and other information related to related party leases:

(in thousands)

  

October 31,

  

October 31,

 

Leases

Classification on the Consolidated Balance Sheet

 

2023

  

2022

 

Assets:

         

Operating lease assets

Right-of-use operating lease assets

 $2,972  $1,299 

Current liabilities:

         

Operating

Operating lease obligations, current portion

 $284  $132 

Noncurrent liabilities:

         

Operating

Operating lease obligations, non-current

  2,669   1,174 

Total leased liabilities

 $2,953  $1,305 

For the years ended October 31, 2023 and 2022, $0.6 million and $0.2 million respectively were included in cost of operations on the consolidated statement of operations related to related party leases.

63

 

Note 9.10. Long-Term Debt and Revolving Lines of Credit

The table below is a summary of the composition of the Company's debt balances as of October 31, 2023 and 2022:

       

As of October 31,

  

As of October 31,

 

(in thousands)

 

Interest Rates

 

Maturities

 

2023

  

2022

 

ABL Facility - short term

 

Varies

 

June 2028

 $18,954  $52,133 

Senior notes - long term

  6.0000% 

February 2026

  375,000   375,000 

Total debt, gross

       393,954   427,133 

Less: Unamortized deferred financing costs offsetting long term debt

       (3,132)  (4,524)

Less: Revolving Loan - short term

       (18,954)  (52,133)

Long term debt, net of unamortized deferred financing costs

      $371,868  $370,476 

 

On January 28, 2021, Brundage-Bone Concrete Pumping Holdings Inc., a Delaware corporation (the “Issuer”) and a wholly-owned subsidiary of the Company (i) completed a private offering of $375.0 million in aggregate principal amount of its 6.000% senior secured second lien notes due 2026 (the “Senior Notes”) issued pursuant to an indenture, among the Issuer, the Company, the other Guarantors (as defined below), Deutsche Bank Trust Company Americas, as trustee and as collateral agent (the "Indenture") and (ii) entered into an amended and restated ABL Facility (the(as subsequently amended, the "ABL Facility") by and among the Company, certain subsidiaries of the Company, Wells Fargo Bank, National Association, as agent, sole lead arranger and sole bookrunner, the other Lenderslenders party thereto, which provided up to $125.0 million of asset-based revolving loan commitments to the Company and the other borrowers under the ABL Facility. The proceeds from the Senior Notes, along with certain borrowings under the ABL Facility, were used to repay all outstanding indebtedness under the Company’s then-existingthen existing Term Loan Agreement (see discussion below), dated December 6, 2018, and pay related fees and expenses.

On July 29, 2022, the ABL Facility was amended to, among other changes, increase the maximum revolver borrowings available to be drawn thereunder from $125.0 million to $160.0 million and increase the letter of credit sublimit from $7.5 million to $10.5 million. The ABL Facility also provides for an uncommitted accordion feature under which the borrowers under the ABL Facility can, subject to specified conditions, increase the ABL Facility by up to an additional $75.0 million. The $35.0 million in incremental commitments was provided by JPMorgan Chase Bank, N.A. This amended ABL Facility was treated as a debt modification.

On June 1, 2023, the ABL Facility was amended to, among other changes, (1) increase the maximum revolver borrowings available to be drawn thereunder from $160.0 million to $225.0 million, (2) increase the letter of credit sublimit from $10.5 million to $22.5 million and (3) extend the maturity of the ABL Facility to the earlier of (a) June 1, 2028 or (b) the date that is 180 days prior to (i) the final stated maturity date of the Senior Notes or (ii) the date the Senior Notes become due and payable. The ABL Facility also provides for an uncommitted accordion feature under which the borrowers under the ABL Facility can, subject to specified conditions, increase the ABL Facility by up to an additional $75.0 million. The $65.0 million in incremental commitments were provided by JPMorgan Chase Bank, N.A. and PNC Bank, N.A. The amended ABL Facility was treated as a debt modification. The Company capitalized an additional $0.5 million of debt issuance costs related to the June 1, 2023, ABL Facility amendment. The preexisting unamortized deferred costs of $1.4 million and the additional costs of $0.5 million will be amortized from June 1, 2023 through June 1, 2028.

Summarized terms of these facilities are included below.below:

 

Senior Notes

 

Summarized terms of the Senior Notes are as follows:

 

 

Provides for an original aggregate principal amount of $375.0 million;

 

The Senior Notes will mature and be due and payable in full on February 1, 2026;

 

The Senior Notes bear interest at a rate of 6.000% per annum, payable on February 1 1stand August 1 1stof each year;

 

The Senior Notes are jointly and severally guaranteed on a senior secured basis by the Company, Concrete Pumping Intermediate Acquisition Corp. and each of the Issuer’s domestic, wholly-owned subsidiaries that is a borrower or a guarantor under the ABL Facility (collectively, the "Guarantors"). The Senior Notes and the guarantees are secured on a second-priority basis by all the assets of the Issuer and the Guarantors that secure the obligations under the ABL Facility, subject to certain exceptions. The Senior Notes and the guarantees will be the Issuer’s and the Guarantors’ senior secured obligations, will rank equally with all of the Issuer’s and the Guarantors’ existing and future senior indebtedness and will rank senior to all of the Issuer’s and the Guarantors’ existing and future subordinated indebtedness. The Senior Notes are structurally subordinated to all existing and future indebtedness and liabilities of the Company’s subsidiaries that do not guarantee the Senior Notes; and

 

The Indenture includes certain covenants that limit, among other things, the Issuer’s ability and the ability of its restricted subsidiaries to: incur additional indebtedness and issue certain preferred stock; make certain investments, distributions and other restricted payments; create or incur certain liens; merge, consolidate or transfer all or substantially all assets; enter into certain transactions with affiliates; and sell or otherwise dispose of certain assets.

 

The outstanding principal amount of the Senior Notes as of October 31, 20212023 was $375.0 million and as of that date, the Company was in compliance with all covenants under the Indenture.

 

6364

 

ABL Facility

 

Summarized terms of the ABL Facility, as amended are as follows:

 

 

Dated December 6, 2018

As of January 28, 2021

(as amended on September 30, 2021)

Borrowing availability in U.S. Dollars and GBP up to a maximum of $60.0 million;

Borrowing availability in U.S. Dollars and GBP up to a maximum aggregate principal amount of $125.0$225.0 million and an uncommitted accordion feature under which the Company can increase the ABL Facility by up to an additional $75.0 million;

Borrowing capacity available for standby letters of credit of up to $7.5$22.5 million and for swing loan borrowings of up to $7.5$22.5 million. Any issuance of letters of credit or making of a swing loan will reduce the amount available under the ABL Facility;

Same;

AllBorrowings are generally in the form of short-term fixed rate loans advanced willthat can be extended to mature and beon the earlier of (a) June 1, 2028 or (b) the date that is 180 days prior to (i) the final stated maturity date of the Senior Notes or (ii) the date the Senior Notes become due and payable in full on December 6, 2023;payable;

All loans advanced will mature and be due and payable, and the facility will terminate, in full on January 28, 2026;

Amounts borrowed may be repaid at any time, subject to the terms and conditions of the agreement;

Same;

BorrowingsThrough May 31, 2023, borrowings in U.S. Dollars and GBP bearbore interest at either (1) an adjusted LIBORthe SONIA rate or (2) a base rate, in each case plus an applicable margin currently set at 2.25% and 1.25%, respectively. The ABL Facility is subject to two step-downs of 0.25% and 0.50% based on excess availability levels;

Borrowings in U.S. Dollars and GBP (through September 30, 2021 for GBP borrowings) bear interest at either (1) an adjusted LIBOR rate or (2) a base rate, in each case plus an applicable margin currently set at 2.25% and 1.25%, respectively.2.0326%. After September 30, 2021,May 31, 2023, borrowings in GBP bear interest at the SONIA rate plus an applicable margin currently set at 2.0326%equal to 2.2826%. The ABL Facility isapplicable margins for SONIA are subject to a step down of 0.25% based on excess availability levels;

Through June 29, 2022, borrowings in U.S. Dollars bore interest at either (1) an adjusted LIBOR rate plus an applicable margin of 2.25% or (2) a base rate plus an applicable margin of 1.25%. After June 29, 2022 and through May 31, 2023, borrowings in U.S. Dollars bore interest at (1) the SOFR rate plus an applicable margin currently set at 2.00% or (2) a base rate plus an applicable margin currently set at 1.00%. After May 31, 2023, borrowings in U.S. Dollars bear interest at (1) the SOFR rate plus an applicable margin currently set at 2.25% or (2) a base rate plus an applicable margin currently set at 1.25%. The applicable margins for U.S. Dollar loans are subject to a step down of 0.25% based on excess availability levels;

The unused line fee percentage is 25 basis points if the quarterly average amount drawn is greater than 50% of the borrowing availability; 50 basis points if the quarterly average amount drawn is less than 50% of borrowing availability;

Same;

U.S. ABL Facility obligations will be secured by (i) a perfected first priority security interest in substantially all personal property of the Company and certain of its subsidiaries that are loan parties thereunder consisting of all accounts receivable, inventory, cash, intercompany notes, books and records, chattel paper, deposit, securities and operating accounts and all other working capital assets and all documents, instruments and general intangibles related to the foregoing (the “U.S. ABL Priority Collateral”) and (ii) a perfected second priority security interest in substantially all Term Loan Agreement priority collateral, in each case subject to customary exceptions and limitations;

US ABL Facility obligations will be secured by a first-priority perfected security interest in substantially all the assets of the Issuer, together with Brundage-Bone Concrete Pumping, Inc., Eco-Pan, Inc., Capital Pumping LP (collectively, the "US ABL Borrowers") and each of the Company's wholly-owned domestic subsidiaries (the "US ABL Guarantors"), subject to certain exceptions;

U.K. ABL Facility obligations will be secured by (i) a perfected first-priority security interest in (A) the U.S. ABL Priority Collateral, (B) all of the stock (or other ownership interests) in, and held by, the U.K. borrower subsidiaries of the Company, and (C) all of the current and future assets and property of the U.K subsidiaries of the Company that are loan parties thereunder, including a first-ranking floating charge over all current and future assets and property of each U.K. subsidiary of the Company that is a loan party thereunder; and (ii) a perfected, second-priority security interest in substantially all Term Loan Agreement priority collateral, in each case subject to customary exceptions and limitations; and

UK ABL Facility obligations will be secured by a first priority perfected security interest in substantially all assets of Camfaud Concrete Pumps Limited and Premier Concrete Pumping Limited, each of the Company's wholly-owned UKU.K. subsidiaries, and by each of the US ABL Borrowers and the US ABL Guarantors, subject to certain exceptions;

and

The ABL Facility also includes (i) a springing financial covenant (fixed charges coverage ratio) based on excess availability levels that the Company must comply with on a quarterly basis during required compliance periods and (ii) certain non-financial covenants.

Same.

 

64

The outstanding balance under the ABL Facility as of October 31, 20212023 was $1.0$19.0 million and as of that date, the Company was in compliance with all debt covenants.

In addition, as of October 31, 2023, the Company had $1.1 million in credit line reserves and a letter of credit balance of $4.1 million. As of October 31, 20212023, we had $120.6$200.8 million of available borrowing capacity under the ABL Facility.

Term Loan Agreement

Summarized terms of the Term Loan Agreement are as follows:

Provides for an original aggregate principal amount of $357.0 million. This amount was increased in May 2019 by $60.0 million in connection with the acquisition of Capital;

The initial term loans advanced will mature and be due and payable in full seven years after the Closing Date, with principal amortization payments in an annual amount equal to 5.00% of the original principal amount;

Borrowings under the Term Loan Agreement, will bear interest at either (1) an adjusted LIBOR rate or (2) an alternate base rate, plus an applicable margin of 6.00% or 5.00%, respectively;

The Term Loan Agreement is secured by (i) a first priority perfected lien on substantially all of the assets of the Company and certain of its subsidiaries that are loan parties thereunder to the extent not constituting ABL Facility priority collateral and (ii) a second priority perfected lien on substantially all ABL Facility priority collateral, in each case subject to customary exceptions and limitations;

The Term Loan Agreement includes certain non-financial covenants.

As discussed above, all outstanding borrowings under the Term Loan Agreement were repaid on January 28, 2021. The pay-off of the term loan were treated as a debt extinguishment while the amended ABL facility was treated as a debt modification. In accordance with debt extinguishment accounting rules, the Company recorded $15.5 million in debt extinguishment Debt issuance costs related to revolving credit facilities are capitalized and reflected as an asset in deferred financing costs in the write-off of all unamortized deferred debt issuance costs that were related to the term loan and capitalized $7.0 million ofaccompanying consolidated balance sheets. The Company had debt issuance costs related to the Senior Notes. For the amendments torevolving credit facilities of $1.8 million as of October 31, 2023.

The Company utilizes the ABL Facility the Company capitalized $1.5 million of debt issuance costs.to support its working capital arrangement.

 

The table below is a summary of the composition of the Company’s long-term debt balances atAt October 31, 20212023 and 20202022.

  

October 31,

  

October 31,

 

(in thousands)

 

2021

  

2020

 

Short term portion of term loan

  0   20,888 

Long term portion of term loan

  0   360,317 

Senior notes - all long term

  375,000   0 

Total debt, gross

  375,000   381,205 

Less unamortized deferred financing costs offsetting long term debt

  (5,916)  (16,411)

Total debt, net of unamortized deferred financing costs

 $369,084  $364,794 

Future maturities of, the Senior Notesweighted average interest rate for borrowings under the fiscal years ending October 31 is as follows:ABL Facility was 7.9% and 4.4%, respectively.  

(in thousands)    

2022

 $0 
2023  0 
2024  0 
2025  0 
2026  375,000 
Total $375,000 

 

65

 
 

Note 10.11. Accrued Payroll and Payroll Expenses

 

The following table summarizes accrued payroll and expenses atas of October 31, 20212023 and 20202022:

 

 

October 31,

 

October 31,

  

As of October 31,

 

As of October 31,

 

(in thousands)

 

2021

  

2020

  

2023

  

2022

 

Accrued vacation

 $1,967  $1,667  $2,982 $2,705 

Accrued payroll

 1,727 1,507  3,960  2,763 

Accrued bonus

 3,593 4,752  5,368 4,835 
Accrued employee-related taxes 4,606 4,819  1,892 2,760 

Other accrued

  333  320   322  278 

Total accrued payroll and payroll expenses

 $12,226 $13,065  $14,524 $13,341 

 

 

Note 11.12. Accrued Expenses and Other Current Liabilities

 

The following table summarizes accrued expenses and other current liabilities atas of October 31, 20212023 and 20202022

 

 

October 31,

 

October 31,

  

As of October 31,

 

As of October 31,

 

(in thousands)

 

2021

  

2020

  

2023

  

2022

 

Accrued insurance

 $7,473  $7,806 

Accrued self-insured commercial liabilities

 $11,087 $8,796 

Accrued self-insured health liabilities

 2,269 3,337 

Accrued interest

 5,627  146  5,775 5,996 

Accrued equipment purchases

 4,955  4,149  8,545 7,644 

Accrued sales and use tax

 690 311 

Accrued property taxes

 917 882 

Accrued property, sales and use tax

 1,791 1,671 

Accrued professional fees

 1,134 1,213  1,429  831 

Accrued due to related party

 0  1,765 

Other

  3,144  2,607   3,854  3,881 

Total accrued expenses and other liabilities

 $23,940 $18,879  $34,750 $32,156 

 

66

 

Note 12.13. Income Taxes

 

The sources of income before income taxes for the fiscal years ended October 31, 20212023 and October 31, 20202022 are as follows:

 

(in thousands)

 

Year Ended October 31, 2021

  

Year Ended October 31, 2020

  

Year Ended October 31, 2023

  

Year Ended October 31, 2022

 

United States

 $(13,162) $(49,688) $35,650  $32,252 

Foreign

  731   (16,540)  4,912   1,950 

Total

 $(12,431) $(66,228) $40,562  $34,202 

 

The components of the provision for income taxes for the fiscal years ended October 31, 20212023 and October 31, 20202022 are as follows:

 

(in thousands)

 

Year Ended October 31, 2021

  

Year Ended October 31, 2020

  

Year Ended October 31, 2023

  

Year Ended October 31, 2022

 

Current tax provision (benefit):

  

Federal

 $0  $(4,299) $1,945  $- 

Foreign

 (375) (9) -  (113)

State and local

  470   361   690   434 

Total current tax provision (benefit)

  95   (3,947)

Total current tax provision

 $2,635  $321 
  

Deferred tax provision (benefit):

  

Federal

 $483  $759  $4,567  $4,575 

Foreign

 2,134  126  753  70 

State and local

  (70)  (1,914)  817   560 

Total deferred tax benefit

  2,547   (1,029) $6,137  $5,205 
      

Net provision (benefit) for income taxes

 $2,642  $(4,977)

Net provision for income taxes

 $8,772  $5,526 

 

67

 

For the fiscal years ended October 31, 20212023 and October 31, 20202022, the income tax provision differs from the expected tax provision computed by applying the U.S. federal statutory rate to income before taxes as a result of the following:

 

(in thousands)

 

Year Ended October 31, 2021

  

Year Ended October 31, 2020

 

Income tax benefit per federal statutory rate of 21% for each period

 $(2,611) $(13,967)

State income taxes, net of federal deduction

  193   (150)

Change in deferred tax rate

  (92)  (1,654)

Warrant fair value change

  2,078   55 

Nontaxable interest income net of foreign income inclusions

  0   717 

Deferred tax on undistributed foreign earnings

  505   (255)

Impact of tax reform in the U.K. (see discussion below)

  2,125   859 

Goodwill impairment

  0   9,812 

Impact of US tax reform from CARES Act

  0   (1,381)

Settlement with related party

  0   420 

Other

  444   567 

Income tax provision (benefit)

 $2,642  $(4,977)

(in thousands)

 

Year Ended October 31, 2023

  

Year Ended October 31, 2022

 

Income tax expense per federal statutory rate of 21% for each period

 $8,517  $7,182 

State income taxes, net of federal deduction

  1,196   898 

Change in deferred tax rate

  (280)  81 

Warrant fair value change

  (1,449)  (2,078)

Deferred tax on undistributed foreign earnings

  -   (827)

Increase in valuation allowance

  14   71 

Other

  774   199 

Income tax provision

 $8,772  $5,526 

 

The tax effects of the temporary differences giving rise to the Company’s net deferred tax liabilities for fiscal years ending October 31, 20212023 and at October 31, 20202022 are summarized as follows:

 

(in thousands)

 Year Ended October 31, 2021  Year Ended October 31, 2020  

Year Ended October 31, 2023

  

Year Ended October 31, 2022

 

Deferred tax assets:

      

Accrued insurance reserve

 $1,329  $1,637  $1,865  $2,385 

Accrued sales and use tax

 75  75  72  75 

Accrued bonuses and vacation

 1,276  1,521  1,855  1,737 

Accrued payroll tax

 675 676  281  445 

Foreign tax credit carryforward

 80  80  80  80 

State tax credit carryforward

 50 70  52  38 

Interest expense carryforward

 649 4,089  1,241  576 

Stock-based compensation

 3,608  3,127  2,490  3,105 

Operating lease liability

 6,109 6,315 

Other

 364  335  209  400 

Net operating loss carryforward

  17,771  10,308   18,596   25,894 

Total deferred tax assets

 $25,877 $21,918  $32,850  $41,050 

Valuation allowance

  (63)  (63)  (164)  (134)

Net deferred tax assets

 $25,814 $21,855  $32,686  $40,916 
  

Deferred tax liabilities:

      

Intangible assets

 (23,837) (27,504) (16,352) (17,758)
Prepaid expenses (242) (172) 

Property and equipment

 (71,400) (61,761) (90,907) (90,998)

Prepaid expenses

 (157) (128)

Unremitted foreign earnings

  (986)  (481)

Right-of-use operating lease asset

  (5,976)  (6,211)

Total net deferred tax liabilities

  (96,380)  (89,874)  (113,477)  (115,139)
      

Net deferred tax liabilities

 $(70,566) $(68,019) $(80,791) $(74,223)

 

68

 

As of October 31, 20212023, the Company has the following tax carryforwards:

 

(in millions)

 

Balance as of October 31, 2021

  

Year that Carryforwards Begin to Expire

  

Year Ended October 31, 2023

 

Year that Carryforwards Begin to Expire

Federal net operating loss carryforwards

 $70.3  

N/A – Carried forward indefinitely

  $69.2 

Indefinite carryforward

State net operating loss carryforwards

 35.8  2026  34.8 

FY24

Foreign net operating loss carryforwards

 10.8 

Indefinite carryforward

Foreign tax carryforwards

 0.1  2026  0.1 

FY26

State credit carryforwards

 0.1  2023  0.1 

FY24

Interest expense carryforwards

  0.1  

N/A – Carried forward indefinitely

 

Federal interest expense carryforwards

 3.6 

Indefinite carryforward

State interest expense carryforwards

  11.3 

Indefinite carryforward

Total tax carryforwards

 $106.4     $129.9  

 

The Company does not consider that earnings from non-U.S. affiliates will be permanently reinvested. As such, the Company has provided U.S. deferred taxes on cumulative earnings of all of its non-U.S. affiliates.

 

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.  The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, carryback opportunities, and tax planning strategies in making the assessment. The Company believes it is more likely than not that it will realize the benefits of these deductible differences, net of the valuation allowance provided. The valuation allowance provided by the Company relates to foreign tax credit carryforwards, certain state tax credit carryforwards, and state net operating loss carryforwards.

The Company files income tax returns with the U.S., various state governments and the U.K. With few immaterial exceptions, the Company is no longer subject to U.S. federal, foreign and state income tax examinations by tax authorities for tax years before October 31, 2021.

Pursuant to Internal Revenue Code Section 382, annual use of the Company’s NOL carryforwards may be limited in the event a cumulative change in ownership of more than 50% occurs within a three-year period. The Company has determined that no such change in ownership happened during the fiscal years ended October 31, 2023 and 2022.

 

The following table summarizes the changes in the Company's unrecognized tax benefits during the fiscal years ended October 31, 20212023 and 20202022. The Company expects no material changes to unrecognized tax positions within the next twelve months. If recognized, none of these benefits would favorably impact the Company's income tax expense, before consideration of any related valuation allowance:

 

(in thousands)

 

Year Ended October 31, 2021

  

Year Ended October 31, 2020

  

Year Ended October 31, 2023

  

Year Ended October 31, 2022

 

Balance, beginning of year

 $1,572  $1,726  $1,333  $1,452 

Increase in current year position

 0  0 

Increase in prior year position

 0  0 

Decrease in prior year position

 (120) (154)  (130)  (119)

Lapse in statute of limitations

  0   0 

Balance, end of year

 $1,452  $1,572  $1,203  $1,333 

 

As of October 31, 20212023 and 20202022, the company has recognized 0no interest or penalties.

 

On May 24, 2021August 15, 2022, President Biden signed the HouseInflation Reduction Act into law. Management has reviewed the tax provisions of Commons inthis legislation and has determined that there are no provisions that would have a material impact on the U.K. enacted legislation, the Finance Act 2021, which increases the UK corporation tax rate from 19% to 25% effective April 1, 2023, for companies with profits in excess of GBP 250,000. As a result of the Finance Act 2021 the Company recorded tax expense of $2.2 million related to the remeasurement of certain deferred tax assets and liabilities that are expected to reverse after April 1, 2023.

On March 17, 2020, the House of Commons in the U.K. passed a Budget Resolution under the Provisional Collection of Taxes Act of 1968 (the "Budget Resolution").  The Budget Resolution substantively enacted an increase in the U.K. corporate tax rate for tax periods after March 31, 2020 from 17% to 19%.  As a result of the Budget Resolution, the Company recorded tax expense of $0.9 million related to the remeasurement of deferred tax assets and liabilities to reflect the increase in the U.K. corporate tax rate.Company.

 

69

On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security "CARES" Act into law. The CARES Act included several significant business tax provisions that, among other things, eliminated the taxable income limit for certain net operating losses ("NOL") and allowed businesses to carry back NOL's arising in 2018,2019 and 2020 to the five prior years, accelerated refunds of previously generated corporate alternative minimum tax credits, generally loosened the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax provisions.

During fiscal years 2016 and 2017, the Company paid federal income taxes totaling $4.3 million (at a federal income tax rate of 34%). As the Company generated NOL carryforwards during fiscal 2018 and 2019, the CARES Act allowed the Company to carry back those NOL's to the fiscal 2016 and 2017 tax returns. During fiscal 2020, the Company carried back all NOL's that were generated in fiscal year 2018 to the 2016 and part of the 2017 tax returns and also carried back a portion of the NOL's accumulated during fiscal 2019 to the remaining income from the 2017 tax return.  These carrybacks resulted in a revaluation of the NOL carryforwards from the 21% federal rate in effect prior to the CARES Act to 34%, which was the federal income tax rate for 2016 and 2017. On March 31, 2020, the Company received a demand letter alleging that the Company is required to remit to the prior shareholders of CPH (before the Company went public in December 2018) certain tax refunds from carrying back certain NOL's made available as a result of the passage of the CARES Act.  In October 2020, the Company reached a settlement with the prior shareholders of CPH, resulting in the Company agreeing to pay $2.0 million of the $4.3 million in refunds to the prior shareholders of CPH. This $2.0 million charge was recorded in general and administrative expenses in the accompanying consolidated statements of operations.  Following the $1.4 million revaluation in the carrying value of the NOL's as a result of the carryback benefit at a higher tax rate, the net financial impact to the Company is a $0.6 million loss.  The corresponding due to related party is included in accrued expenses and other current liabilities as of October 31, 2020 in the accompanying consolidated balance sheets. This was settled in 2021 as the income tax refunds from the IRS were received.

 

Note 13.14. Commitments and Contingencies

 

Operating Leases

The Company leases facilities, equipment and vehicles under non-cancelable operating leases with various expiration dates through April 2029. Monthly lease payments range from $25 to $26,144. Total rental expense for the years ended October 31, 2021 and October 31, 2020 was $4.4 million, which also includes the Company’s month-to-month leases.

The following is a summary of future minimum lease payments for the years ended October 31:

(in thousands)

 

Future Payments

 

2022

 $3,514 

2023

  2,202 

2024

  1,396 

2025

  654 

2026

  491 

Thereafter

  960 

Total

 $9,217 

70

 Capital LeasesPurchase Commitments

 

The Company has a limited number of capital leases related to land and buildings. The capital lease obligation recorded asAs of October 31, 20212023, the Company was contractually committed for $30.2 million of capital expenditures for purchases of property and equipment. A majority of these obligations are expected to be satisfied in the next twelve was $0.4 million while the net book value of the leased assets as of October 31, 2020 was $0.5 million.months.

The following is a summary of future minimum lease payments together with the present value of those payments for the years ended October 31:

(in thousands)

 

Future Payments

 

2022

 $115 

2023

  118 

2024

  120 

2025

  61 

2026

  0 

Thereafter

  0 

Total minimum lease payments

  414 

Less the amount representing interest

  (33)

Present value of minimum lease payments

 $381 

 

Insurance

 

Commercial Self-Insured Losses

For the fiscal years ended October 31, 20212023 and October 31, 20202022, the Company was partially insuredretains a significant portion of the risk for workers' compensation, automobile, and general and worker's compensation liability losses (“self-insured commercial liability”) with the following deductibles (per occurrence):

 

  

Deductible

 

General liability

 $350,000 

Automobile

 $250,000 

Workers' compensation

 $250,000 
     
  

Deductible

 
  

Fiscal 2023

  

Fiscal 2022

 

General liability

 $250,000  $250,000 

Automobile1

 $250,000  $250,000 

Workers' compensation1

 $250,000  $250,000 

1In 2023, the Company is subject to the first $250,000 deductible plus 50% of any claim incurred in the amounts between $0.5 million and $1.0 million.

Reserves have been recorded that reflect the undiscounted estimated liabilities including claims incurred but not reported. When a recognized liability is covered by third-party insurance, the Company records an insurance claim receivable to reflect the covered liability. Amounts estimated to be paid within one year have been included in Accrued expenses and other current liabilities, with the remainder included in Other liabilities, non-current on the Consolidated Balance Sheets. Insurance claims receivables that are expected to be received from third-party insurance within one year have been included in Prepaid expenses and other current assets, with the remainder included in Other non-current assets on the Consolidated Balance Sheets.

The following table summarizes as of October 31, 2023 for (1) recorded liabilities, related to both asserted as well as unasserted insurance claims and (2) any related insurance claims receivables.

   

As of October 31, 2023

 

(in thousands)

Classification on the Condensed Consolidated Balance Sheets

    

Self-insured commercial liability, current

Accrued expenses and other current liabilities

 $11,087 

Self-insured commercial liability, non-current

Other liabilities, non-current

  14,140 

Total self-insured commercial liabilities

  25,227 
      

Expected recoveries related to self-insured commercial liabilities, current

Prepaid expenses and other current assets

  3,802 

Expected recoveries related to self-insured commercial liabilities, non-current

Other non-current assets

  13,822 

Total expected recoveries related to self-insured commercial liabilities

  17,625 
      

Total self-insured commercial liability, net of expected recoveries

 $7,602 

 

The Company has accrued $4.5$7.6 million and $5.4$7.0 million, as of October 31, 20212023 and at October 31, 20202022, respectively, for estimated (1) losses reported and (2) claims incurred but not reported, and estimated losses reported, which is included in accrued expenses and other current liabilities in the accompanying consolidated balance sheets.net of recoveries.

 

71

Medical Self-Insured Losses

The Company offers employee health benefits via a partially self-insured medical benefit plan. Participant claims exceeding certain limits are covered by a stop-loss insurance policy. As of October 31, 20212023 and at October 31, 20202022, the Company had accrued $1.6$1.2 million and $2.4$3.3 million, respectively, for estimated health claims incurred but not reported based on historical claims amounts and average lag time. These accruals are included in accrued expenses and other current liabilities in the accompanying consolidated balance sheets. The Company contracts with a third-party administrator to process claims, remit benefits, etc. As of October 31, 2021, theThe third party-party administrator no longer requiresrequired the Company to maintain a bank account to facilitate the administration of claims but the Company was required to maintain a bank account in fiscal 2020. The account balance was $0.3 million as of October 31, 2020 and was included in cash and cash equivalents in the accompanying consolidated balance sheets.claims.

 

Litigation

 

The Company is currently involved in certain legal proceedings and other disputes with third parties that have arisen in the ordinary course of business. Management believes that the outcomes of these matters will not have a material impact on the Company’s financial statements and does not believe that any amounts need to be recorded for contingent liabilities in the Company’s consolidated balance sheet.

 

Effective April 1, 2020, the state of Washington Department of Revenue (“DOR”) published a rule which effectively deems the provision of standalone concrete pumping services as a retail sale subject to sales tax. The Company does not charge sales tax to its customers that provide a reseller certificate, treating this as a wholesale transaction rather than as a retail sale. As such, for the period from April 1, 2020 through October 31, 2023, the Company has continued to not charge sales tax where its customers provide a reseller certificate and has petitioned for declaratory relief from the rule. In February 2023, the Company received an adverse ruling from the Thurston County superior court regarding its position, which it has appealed and oral argument is scheduled for February 2024 in the Court of Appeals in Tacoma. The Company believes there is a basis for its position that standalone concrete pumping services provided to a wholesale reseller, rather than to a retail customer, is not a retail sale, and contests the adverse ruling in its appeal. As of the fiscal year ended October 31, 2023, no liability has been recorded in connection with the adverse ruling. If the Company is not successful in its arguments against the DOR in its appeal, an estimated $3.5 million in sales tax, inclusive of interest and penalties, may be owed and would be accrued in the quarter in which the court makes any unfavorable determination.

Letters of credit

 

The ABL Facility provides for up to $7.5$22.5 million of standby letters of credit. As of October 31, 20212023, total outstanding letters of credit totaled $2.3$4.1 million, the vast majority of which had been committed to the Company’s general liability insurance provider.  

 

70

 

Note 14.15. Stockholders’ Equity

  

The Company’s amended and restated certificate of incorporation authorizes the issuance of 500,000,000 shares of common stock, par value $0.0001, and 10,000,000 shares of preferred stock, par value $0.0001. Immediately following the Business Combination, December 6, 2018, there were:

 

 

28,847,707 shares of common stock issued and outstanding;

 

34,100,000 warrants outstanding, each exercisable for one share of common stock at an exercise price of $11.50 per share; and

 

2,450,980 shares of 0-dividendzero-dividend convertible perpetual preferred stock (“Series A Preferred Stock”) outstanding, as further discussed below

 

Grants of new restricted stock awards and exercises of stock options are issued out of outstanding and available common stock.

 

As discussed below, on April 29, 2019, 2,101,213 shares of common stock were issued in exchange for the Company's public warrants and 1,707,175 shares of common stock were issued in exchange for the Company's private warrants. After the completion of the warrant exchange and asAs of October 31, 2020,2023 and 2022, there were 13,017,77713,017,677 public warrants and 0 privateoutstanding, respectively. These warrants outstanding.expired on December 6, 2033.
 

On May 14, 2019, in order to finance a portion of the purchase price for the acquisition of Capital, the Company completed a public offering of 18,098,166 of its common stock at a price of $4.50 per share, receiving net proceeds of approximately $77.4 million, after deducting underwriting discounts, commissions, and other offering expenses. In connection with the offering, certain of the Company’s directors, officers and significant stockholders, and certain other related investors purchased an aggregate of 3,980,166 shares of its common stock from the underwriters at the public offering price of $4.50, representing approximately 25% of the total shares issued (without giving effect to the underwriters’ option to purchase additional shares).

 

72

The Company’s Series A Preferred Stock does not pay dividends and is convertible (effective June 6, 2019) into shares of the Company’s common stock at a 1:1 ratio (subject to customary adjustments). The Company has the right to elect to redeem all or a portion of the Series A Preferred Stock at its election after December 6, 2022 for cash at a redemption price equal to the amount of the principal investment ($25,000,000) plus an additional cumulative amount that will accrue at an annual rate of 7.0% thereon. As of October 31, 20212023, the additional cumulative amount totaled $5.3$8.8 million which would be recognized when redemption is probable. The Series A Preferred Stock will rank senior in priority and will have a senior liquidation preference to the Common Stock. In addition, if the volume weighted average price of shares of the Company’s common stock equals or exceeds $13.00 for 30 consecutive days, then the Company will have the right to require the holder of the Series A Preferred Stock to convert its Series A Preferred Stock into Company common stock, at a ratio of 1:1 (subject to customary adjustments such as adjustments for anti-dilution events for instance stock splits or reverse stock split).

 

Conditionally redeemable preferred shares (including preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. The preferred stock contains a redemption feature contingent upon a change in control which is not solely within the control of the Company, and asCompany. As such, the preferred stock is presented outside of permanent equity.

 

Warrant Exchange

On April 1, 2019, the Company commenced an offer to each holder of its publicly traded warrants (the “public warrants”) and private placement warrants that were issued in connection with Industrea’s initial public offering on April 17, 2017 (the “private warrants”) to receive 0.2105 shares of common stock in exchange for each outstanding public warrant tendered and 0.1538 shares of common stock in exchange for each private warrant tendered pursuant to the offer (the “Offer” or “Warrant Exchange”).

On April 26, 2019, a total of 9,982,123 public warrants and 11,100,000 private warrants were tendered for exchange pursuant to the Offer.  On April 29, 2019, 2,101,213 shares of common stock were issued in exchange for the tendered public warrants and 1,707,175 shares of common stock were issued in exchange for the tendered private warrants. A negligible amount of cash was paid for fractional shares. The fair value of common stock issued in exchange for the warrants, totaling $26.3 million, was recognized in additional paid in capital. As of October 31, 2021, 13,017,777 public warrants and 0 private warrants were outstanding.

7371

Share Repurchase Program

In January 2023, the board of directors of the Company approved a $10.0 million increase to the Company’s share repurchase program. This authorization will expire on March 31, 2024 and is in addition to the repurchase authorization of up to $10.0 million through June 15, 2023 that was previously approved in June 2022. The repurchase program permits shares to be repurchased in the open market, by block purchase, in privately negotiated transactions, in one or more transactions from time to time, or pursuant to any trading plan adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). Open market purchases will be conducted in accordance with the limitations set forth in Rule 10b-18 of the Exchange Act and other applicable legal and regulatory requirements. The repurchase program may be suspended, terminated, extended or otherwise modified by the Board without notice at any time for any reason, including, without limitation, market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, capital and liquidity objectives, and other factors deemed appropriate by the Company's management.

The following table summarizes the shares repurchased, total cost of shares repurchased and average price per share for the fiscal year ended October 31, 2023 and 2022. All repurchases were at market value.

  

For the Year Ended October 31,

 

(in thousands, except price per share)

 

2023

  

2022

 

Shares repurchased

  1,333   415 

Total cost of shares repurchased

 $8,883  $2,700 

Average price per share

 $6.66  $6.48 

 

Note 15.16. Stock-Based Compensation

 

The Company rolled forward certain vested options from CPH (see discussion below) to 2,783,479 equivalent vested options in the Successor. NaN incremental compensation costs were recognized on conversion as the fair value of the options issued were equivalent to the fair value of the vested options of CPH. Exercise prices for those options range from $0.87 to $6.09.

During 2019, pursuantPursuant to the Concrete Pumping Holdings, Inc. 2018 Omnibus Incentive Plan, the Company granted stock-based awards to certain employees in the U.S. and U.K. All awards in the U.S. are restricted stock awards while awards granted to employees in the U.K. are stock options with exercise prices of $0.01. Regardless of where the awards were granted, the awards vestedgenerally vest pursuant to one of the following four conditions:

 

 

(1)

Time-based only – Awards vest in equal installments over a five-yearspecified period.

 

(2)

$13 market-based and time-based vesting – Awards will vest as to first condition once the Company’s stock reaches a closing price of $13.00 for 30 consecutive days. Once the first vesting condition is achieved, the stock award will then vest 1/3 annually over a three-year period.

(3)

$16 market-based and time-based vesting – Awards will vest as to first condition once the Company’s stock reaches a closing price of $16.00 for 30 consecutive days. Once the first vesting condition is achieved, the stock award will then vest 1/3 annually over a three-year period.

(4)

$19 market-based and time-based vesting – Awards will vest as to first condition once the Company’s stock reaches a closing price of $19.00 for 30 consecutive days. Once the first vesting condition is achieved, the stock award will then vest 1/3 annually over a three-year period.

On October 29, 2020 almost all of the then-outstanding stock awards were modified as follows:

(1)

113 awards for 113 employees accepted a modification to their restricted stock awards (if U.S. employees) or stock options (if U.K. employees) with market-based vesting conditions as follows:

o

The price vesting targets of $13.00 per share, $16.00 per share or $19.00 per share were reduced to $6.00 per share, $8.00 per share or $10.00 per share, respectively

o

The market-based awards were exchanged on a 2-for-1 exchange ratio.  In total 3,816,450 market-based awards were exchanged for 1,908,165 market-based awards

(2)

18 awards for 18 employees had their restricted stock awards (if U.S. employees) or stock options (if U.K. employees) with market-based vesting conditions (the same $13/$16/$19 price targets outlined above) modified as follows:

o

Each individual's total award was split into the following: (a) 46% of time vesting shares that vested on December 6, 2020, (b) 15% of time vesting shares which will vest ratably 1/3 each year on December 6, 2021, 2022 and 2023, and (c) the remaining 39% will initially vest based on reduced price vesting targets of $6.00 per share, $8.00 per share or $10.00 per share. Once the first vesting condition is achieved, the stock award will then vest 1/3 annually over a three-year period.

o

In the aggregate, 1,381,426 stock awards were modified as follows:

(a)

635,455 shares vested on December 6, 2020,

(b)

207,215 shares will vest ratably 1/3 each year on December 6, 2021, 2022 and 2023, and

(c)

538,756 shares will vest based on reduced price vesting targets of $6.00 per share, $8.00 per share or $10.00 per share

As a result of the modifications, and in accordance with ASC 718, the Company updated the fair value of each modified award to be equal to the following:

Unrecognized stock-based compensation expense as of October 29, 2020 immediately before the modification plus

The greater of $0 or the difference between fair value of new award immediately after modification less the fair value of old award immediately before modification

The fair values for the above awards were calculated using a Monte Carlo simulation model and the updated fair value of the stock award is expensed over the new service period for the new award. As a result of the modifications, the Company recorded $5.9 million of compensation expense on day 1 of the modification as the requisite service period is zero. Outside of the unrecognized compensation expense for all other awards, no incremental costs are expected to be incurred in the future.

74

As of October 31, 2021, the Company had the following outstanding stock-based awards:

(1)

Time-based only – Awards vest in equal installments over a three or five-year period.

(2)

$6 market-based and time-based vesting – Awards will vest as to first condition once the Company’s stock reaches a closing price of $6.00 for 30 consecutive trading days. Once the first vesting condition is achieved, the stock award will then vest 1/3 annually over a three-year period.

(3)

$8 market-based and time-based vesting – Awards will vest as to first condition once the Company’s stock reaches a closing price of $8.00 for 30 consecutive trading days. Once the first vesting condition is achieved, the stock award will then vest 1/3 annually over a three-year period.

(4)

$10 market-based and time-based vesting – Awards will vest as to first condition once the Company’s stock reaches a closing price of $10.00 for 30 consecutive trading days. Once the first vesting condition is achieved, the stock award will then vest 1/3 annually over a three-year period.

 

Included in theThe following table below is a summary of the awards outstanding at October 31, 2021, following the modification, including the location, type of award, shares outstanding, unrecognizedsummarizes realized compensation expense and the date that expense will be recognized through. The totalrelated to stock compensation expense recognized foroptions and restricted stock awards forin the years ended October 31, 2021 and October 31, 2020 was $5.8 million and $9.8 million, respectively. The total stock compensation expense recognized for stock options for the years ended October 31, 2021 and October 31, 2020 was $0.8 million and $1.6 million, respectively. In addition, while the table below provides a date through which expense will be recognized on a straight-line basis, if at such time the market-based stock awards vest earlier than the Monte Carlo simulation derived service period, expense recognition will be accelerated.accompanying condensed consolidated statements of operations:

 

  

Twelve Months Ended October 31,

 

(in thousands)

 

2023

  

2022

 

Compensation expense – stock options

 $465  $611 

Compensation expense – restricted stock awards

  3,382   4,423 

Total

 $3,847  $5,034 

During fiscal 2021, we granted 99,812 stock awards that have a market-based vesting condition. The assumptions used in the Monte Carlo Simulation for the fiscal 2021 grant were stock price on date of grant, a price target expiration date of December 6, 2023, expected volatility of 73% and a risk-free interest rate of 0.5%.

 

7572

 

(in thousands, except shares outstanding and fair value amounts)

Location

Type of Award

 

Shares Unvested at October 31, 2021

  

Weighted Average Fair Value

  

Unrecognized Compensation Expense at October 31, 2021

 

Date Expense will be Recognized Through (Straight-Line Basis)

 

U.S.

Time Based Only

  875,632  $6.56  $3,228,912 

12/6/2023

 

U.S.

$6 Market/Time- Based

  150,697  $3.86   - 

10/29/2020

 

U.S.

$6 Market/Time- Based

  191,902  $8.65  $273,110 

3/29/2022

*

U.S.

$6 Market/Time- Based

  191,902  $8.65  $630,290 

3/29/2023

*

U.S.

$6 Market/Time- Based

  191,913  $8.65  $833,930 

3/29/2024

*

U.S.

$8 Market/Time- Based

  150,697  $3.46   - 

10/29/2020

 

U.S.

$8 Market/Time- Based

  191,903  $7.45  $423,243 

8/23/2022

**

U.S.

$8 Market/Time- Based

  191,903  $7.45  $641,359 

8/23/2023

**

U.S.

$8 Market/Time- Based

  191,912  $7.45  $780,270 

8/23/2024

**

U.S.

$10 Market/Time- Based

  150,706  $3.15   0 

10/29/2020

 

U.S.

$10 Market/Time- Based

  191,471  $6.46  $444,144 

7/9/2023

 

U.S.

$10 Market/Time- Based

  191,467  $6.46  $599,208 

7/9/2024

 

U.S.

$10 Market/Time- Based

  191,482  $6.46  $704,994 

7/9/2025

 

U.S.

$13 Market/Time- Based

  433  $4.47  $317 

5/4/2022

 

U.S.

$13 Market/Time- Based

  433  $4.47  $714 

5/4/2023

 

U.S.

$13 Market/Time- Based

  434  $4.47  $957 

5/4/2024

 

U.S.

$16 Market/Time- Based

  433  $3.85  $403 

8/27/2022

 

U.S.

$16 Market/Time- Based

  433  $3.85  $691 

8/27/2023

 

U.S.

$16 Market/Time- Based

  434  $3.85  $874 

8/27/2024

 

U.S.

$19 Market/Time- Based

  433  $3.34  $420 

11/19/2022

 

U.S.

$19 Market/Time- Based

  433  $3.34  $642 

11/19/2023

 

U.S.

$19 Market/Time- Based

  434  $3.34  $787 

11/19/2024

 

U.S.

$10 Market/Time- Based

  4,635  $7.28  $29,202 

1/31/2023

 

U.S.

$10 Market/Time- Based

  4,635  $7.28  $31,061 

1/31/2024

 

U.S.

$10 Market/Time- Based

  4,634  $7.28  $31,831 

1/31/2025

 

U.K.

Time Based Only

  132,259  $6.52  $443,536 

12/6/2023

 

U.K.

$6 Market/Time- Based

  28,885  $3.85   0 

10/29/2020

 

U.K.

$6 Market/Time- Based

  27,892  $8.36  $39,250 

3/29/2022

*

U.K.

$6 Market/Time- Based

  27,892  $8.36  $89,849 

3/29/2023

*

U.K.

$6 Market/Time- Based

  27,901  $8.36  $118,514 

3/29/2024

*

U.K.

$8 Market/Time- Based

  28,885  $3.45   0 

10/29/2020

 

U.K.

$8 Market/Time- Based

  27,892  $7.20  $60,581 

8/23/2022

**

U.K.

$8 Market/Time- Based

  27,892  $7.20  $91,259 

8/23/2023

**

U.K.

$8 Market/Time- Based

  27,901  $7.20  $110,756 

8/23/2024

**

U.K.

$10 Market/Time- Based

  28,886  $3.14   0 

10/29/2020

 

U.K.

$10 Market/Time- Based

  27,902  $6.24  $63,479 

7/9/2023

 

U.K.

$10 Market/Time- Based

  27,892  $6.24  $85,174 

7/9/2024

 

U.K.

$10 Market/Time- Based

  27,901  $6.24  $100,005 

7/9/2025

 

Total

  3,541,371      $9,859,764   

Note: The $13/$16/$19 Market/Time Based shares noted above relate to the shares not exchanged in the October 29, 2020 modification discussed above.

* The $6.00 market condition price target was achieved on March 29, 2021, and on such date, the remaining unrecognized expense for these awards will be accelerated over the new requisite service period.

** The $8.00 market condition price target was achieved on August 23, 2021, and on such date, the remaining unrecognized expense for these awards will be accelerated over the new requisite service period.

76

Stock Options 

 

The following tables summarize stock option activity for the year ended October 31, 20212023:

 

  

Options

  Weighted average grant date fair value  

Weighted average exercise price

 
Outstanding stock options, October 31, 2019  2,069,398  $5.81  $1.33 
Granted  7,250  $4.58  $0.01 
Forfeited  (25,888) $4.47  $0.01 
Exercised  (27,660) $6.67  $0.01 
Expired  (500) $6.67  $0.01 
Modified  (231,284) $5.04  $0.01 

Outstanding stock options, October 31, 2020

  1,791,316  $6.80  $1.54 

Granted

  30,000  $2.48  $0.01 

Forfeited

  (3,807) $7.46  $0.01 

Exercised

  (133,316) $5.24  $0.01 

Outstanding stock options, October 31, 2021

  1,684,193  $

6.85

  $1.63 
  

Options

  

Weighted average grant date fair value

  

Weighted average exercise price

 

Outstanding stock options, October 31, 2021

  1,684,193  $6.85  $1.63 

Granted

  4,500  $7.43  $0.01 

Cancelled/Forfeited

  (1,586) $6.67  $0.01 

Exercised

  (197,779) $6.70  $0.44 

Outstanding stock options, October 31, 2022

  1,489,328  $6.42  $1.79 

Exercised

  (112,774) $6.71  $0.39 

Outstanding stock options, October 31, 2023

  1,376,554  $6.40  $1.90 

The total intrinsic value of stock options exercised for the years ended October 31, 2021 2023 and October 31, 20202022 was $0.9 million and $0.1$1.3 million, respectively. The Company realized $0.2$0.1 million and $0.0$0.2 million in tax benefits related to exercised stock options for the years ended October 31, 2021 2023 and October 31, 2020,2022, respectively.

The following table summarizes information about stock options outstanding at October 31, 20212023:

 

    

Options Outstanding

  

Options Exercisable

 

Exercise price

  

Number of options

  

Weighted average exercise price

  

Weighted average remaining contractual life (yrs)

  

Aggregate Intrinsic Value

  

Number of options

  

Weighted average exercise price

  

Weighted average remaining contractual life (yrs)

  

Aggregate Intrinsic Value

 
 $0.01   473,738  $0.01   8.7  $4,069   3,758  $0.01   7.4  $32 
 $0.87   886,382  $0.87   3.3   6,852   886,382  $0.87   3.3  $6,852 
 $6.09   324,073  $6.09   4.4   -   324,073  $6.09   4.4   - 

Total

   1,684,193  $1.63   5.0  $10,921   1,214,213  $2.26   3.6  $6,884 
     

Options Outstanding

  

Options Exercisable

 
 

Exercise price

  

Number of options

  

Weighted average exercise price

  

Weighted average remaining contractual life (yrs)

  

Aggregate Intrinsic Value

  

Number of options

  

Weighted average exercise price

  

Weighted average remaining contractual life (yrs)

  

Aggregate Intrinsic Value

 
 $0.01   315,671  $0.01   6.8  $2,216   78,057  $0.01   6.8  $548 
 $0.87   736,810  $0.87   1.3   4,539   736,810  $0.87   1.3  $4,539 
 $6.09   324,073  $6.09   2.4   305   324,073  $6.09   2.4  $305 
 

Total

   1,376,554  $1.90   2.8  $7,059   1,138,940  $2.30   2.0  $5,392 

 

As of October 31, 20212023, there was $1.2$0.1 million of total unrecognized compensation cost related to stock options that is expected to be realized as an expense by the Company over 1.80.9 weighted average years.

 

7773

 

Restricted Stock Awards

 

The following table is a summary of Restricted Stock Awards activity for the years ended October 31, 20212023 and October 31, 20202022:

 

 

Units

  

Weighted average grant-date fair value

  

Units

  

Weighted average grant-date fair value

 

Unvested as of October 31, 2019

 5,755,459  $4.44 

Unvested as of October 31, 2021

  3,071,391   4.98 

Granted

 -  $0  134,481  7.43 

Vested

 (229,011) $6.61  (768,330) 4.86 

Forfeited

 (111,656) $4.49 

Modified

  (1,677,001) $3.89 

Unvested as of October 31, 2020

 3,737,791  $5.39 

Cancelled/Forfeited

  (84,082)  5.81 

Unvested as of October 31, 2022

 2,353,460  5.14 

Granted

 112,349  $3.80  16,007  6.96 

Vested

 (757,215) $5.34  (788,275) 4.54 

Forfeited

  (21,534) $5.00 

Unvested as of October 31, 2021

  3,071,391  $4.98 

Cancelled/Forfeited

  (35,947)  3.97 

Unvested as of October 31, 2023

  1,545,245   5.49 

 

As of October 31, 20212023, there was $8.7$1.1 million of unrecognized compensation expense related to non-vested restricted stock awards that is expected to be realized as an expense by the Company over 1.80.9 weighted average years.

 

The Company realized $0.7$1.3 million and $0.3$1.4 million in tax benefits related to restricted stock award vestings for the years ended October 31, 20212023 and October 31, 20202022, respectively.

 

Note 16.17. Earnings Per Share

 

The Company calculates earnings per share in accordance with ASC 260,Earnings Per Share. For purposes of calculating earnings (loss) per share (“EPS”), a company that has participating security holders (for example, holders of unvested restricted stock that have non-forfeitable dividend rights and the Company’s Series A Preferred Stock) is required to utilize the two-class method for calculating EPS unless the treasury stock method results in lower EPS. The two-class method is an allocation of earnings/(loss) between the holders of common stock and a company’s participating security holders. Under the two-class method, earnings/(loss) for the reporting period is calculated by taking the net income (loss) for the period, less both the dividends declared in the period on participating securities (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) for the period. Our common shares outstanding are comprised of shareholder owned common stock and shares of unvested restricted stock held by participating security holders. Basic EPS is calculated by dividing income or loss attributable to common stockholders by the weighted average number of shares of common stock outstanding, excluding participating shares. To calculate diluted EPS, basic EPS is further adjusted to include the effect of potentially dilutive stock options outstanding and Series A Preferred Stock outstanding as of the beginning of the period. 

At October 31, 20212023, the Company had outstanding (1) 13.0 million warrants to purchase shares of common stock at an exercise price of $11.50, (2) 3.11.5 million outstanding unvested restricted stock awards, (3) 1.21.1 million outstanding vestedunexercised incentive stock options, (4) 0.50.4 million outstanding unvestedunexercised non-qualified stock options, and (5) 2.5 million shares of Series A Preferred Stock, all of which could potentially be dilutive. For all periods presented,The dilutive effect of the weighted-average dilutive impact, if any, of these shares waswarrants and the preferred stock were excluded from the calculation of the diluted earnings (loss)net income per common share because their inclusionfor the years ended October 31, 2023 and 2022 as its impact would have been anti-dilutive. As a result, dilutive earnings (loss) per share is equal to basic earnings (loss) per share. 

 

7874

 

The table below shows our basic and diluted EPS calculations for the fiscal year ended October 31, 20212023 and October 31, 20202022:

 

 

Year Ended October 31,

  

Year Ended October 31,

 

(in thousands, except share and per share amounts)

 

2021

  

2020

  

2023

  

2022

 

Net loss (numerator):

 

Net loss attributable to Concrete Pumping Holdings, Inc.

 $(15,073) $(61,251)

Net income (numerator):

 

Net income attributable to Concrete Pumping Holdings, Inc.

 $31,790  $28,676 

Less: Accretion of liquidation preference on preferred stock

 (1,750) (1,930) (1,750) (1,750)

Less: Undistributed earnings allocated to participating securities

  -   -   (1,017)  (1,274)

Net loss attributable to common stockholders (numerator for basic earnings per share)

 $(16,823) $(63,181)

Net income attributable to common stockholders (numerator for basic earnings per share)

 $29,023  $25,652 

Add back: Undistributed earning allocated to participating securities

 -  -  1,017  1,274 

Less: Undistributed earnings reallocated to participating securities

  -   -   (1,000)  (1,254)

Numerator for diluted loss per share

 $(16,823) $(63,181)

Numerator for diluted earnings (loss) per share

 $29,040  $25,672 
  

Weighted average shares (denominator):

  

Weighted average shares - basic

 53,413,594  52,752,884  53,276,450  53,914,311 

Weighted average shares - diluted

 53,413,594  52,752,884  54,173,731  54,851,308 
  

Basic loss per share

 $(0.31) $(1.20)

Diluted loss per share

 $(0.31) $(1.20)

Basic earnings (loss) per share

 $0.54  $0.48 

Diluted earnings (loss) per share

 $0.54  $0.47 

 

 

Note 17.18. Employee Benefits Plan

 

Retirement plans

 

The Company offers a 401(k) plan, which covers substantially all employees in the U.S., with the exception of certain union employees. Participating employees may elect to contribute, on a tax-deferred basis, a portion of their compensation, in accordance with Section 401(k) of the Internal Revenue Code. The Company generally provides some form of a matching contribution for most employees in the U.S. Retirement plan contributions for the years ended October 31, 20212023 and October 31, 20202022 were $0.9$1.7 million $1.0and $0.9 million respectively.

 

Camfaud operates a Small Self-Administered Scheme (“SSAS”), which is the equivalent of a U.S. defined contribution pension plan. The assets of the plan are held separately from those of Camfaud in an independently administered fund. Contributions by Camfaud to the SSAS amounted to $0.4 million and $0.3 million for the years ended October 31, 20212023 and October 31, 20202022, respectively.

 

Multiemployer plans

 

Our U.S. Concrete Pumping segment contributes to a number of multiemployer defined benefit pension plans under the terms of collective-bargaining agreements (CBAs) that cover its union-represented employees. The risks of participating in these multiemployer plans are different from single-employer plans in the following aspects: (a) Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers; (b) If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers; and (c) If we choose to stop participating in some of its multiemployer plans, we may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability. We have no intention of stopping our participation in any multiemployer plan.

 

7975

 

The following is a summary of our contributions to each multiemployer pension plan for the years ended October 31, 20212023 and 20202022:

 

 

Year Ended October 31,

  

Year Ended October 31,

 

(in thousands)

 

2021

  

2020

  

2023

  

2022

 

California

 $901  $685  $606  $407 

Oregon

 308  301  303  291 

Washington

  279   273   301   255 

Total contributions

 $1,489  $1,259  $1,210  $953 

 

No plan was determined to be individually significant. There have been no significant changes that affect the comparability of the contributions. The Company reviews the funded status of each multiemployer defined benefit pension plan at each reporting period to monitor the certified zone status for each of the multiemployer defined benefit pension plans. The zone status for the multiemployer defined benefit pension plan for Oregon was Green (greaterand Washington were Green(greater than 80 percent funded) and for California, and Washington, it was Yellow (less than 80 percent funded but greater than 65 percent funded). The funding status for the Oregon and Washington multiemployer defined benefit pension plans is at January 1, 2020 and for the California multiemployer defined benefit pension plan is at July 1, 2020.

 

Government regulations impose certain requirements relative to multiemployer plans. In the event of plan termination or employer withdrawal, an employer may be liable for a portion of the plan’s unfunded vested benefits. We have not received information from the plans’ administrators to determine its share of unfunded vested benefits. We do not anticipate withdrawal from the plans, nor are we aware of any expected plan terminations.

 

If the construction industry exception applies, then it would delay the imposition of a withdrawal liability. The “construction industry” exception generally delays the imposition of withdrawal liability in connection with an employer’s withdrawal from a “construction industry” multiemployer plan unless and until that employer resumes covered operations in the relevant geographic region without a corresponding resumption of contributions to the multiemployer plan. The Company has no intention of withdrawing, in either a complete or partial withdrawal, from any of the multiemployer plans to which the Company currently contributes; however, it has been assessed a withdrawal liability in the past.

80

 

Note 18.19. Segment Reporting

 

The Company conducts business through the following reportable segments based on geography and the nature of services sold:

 

 

U.S. Concrete Pumping – Consists of concrete pumping services sold to customers in the U.S. Business in this segment is primarily performed under the Brundage-Bone and Capital Pumping trade names.

 

U.K. Operations – Consists of concrete pumping services and leasing of concrete pumping equipment to customers in the U.K. Business in this segment is primarily performed under the Camfaud Concrete Pumps and Premier Concrete Pumping trade names. In addition to concrete pumping, we recently started operations of waste management services in the U.K. under the Eco-Pan trade name and the results of this business are included in this segment. This represents the Company’s foreign operations.

 

U.S. Concrete Waste Management Services – Consists of pans and containers rented to customers in the U.S. and the disposal of the concrete waste material services sold to customers in the U.S. Business in this segment is performed under the Eco-Pan trade name.

Corporate - Is primarily related to the intercompany leasing of real estate to certain of the U.S Concrete Pumping branches.

 

Any differences between segment reporting and consolidated results are reflected in Intersegment or Other below. All Other non-segmented revenues and costs that are not allocated to other reportable segments include intercompany eliminations, non-allocated depreciation, and the change in the fair value of the warrant liability. All Other non-segmented assets primarily include cash and cash equivalents, intercompany eliminations and real property.

 

76

The accounting policies of the reportable segments are the same as those described in Note 2.2. The Company’s Chief Operating Decision Maker (“CODM”) evaluates the performance of each segment based on revenue, and measures segment performance based upon EBITDA (earnings before interest, taxes, depreciation and amortization). Non-allocated interest expense and various other administrative costs are reflected in Corporate. Corporate assets primarily include cash and cash equivalents, prepaid expenses and other current assets, and real property. The following provides operating information about the Company’s reportable segments for the periods presented:

 

 

Year Ended October 31,

  

Year Ended October 31,

 

(in thousands)

 

2021

  

2020

  

2023

  

2022

 

Revenue

        

U.S. Concrete Pumping

 $229,475  $229,740  $317,877  $296,506 

U.K. Operations

 48,098  39,145  62,588  54,926 

U.S. Concrete Waste Management Services

 38,591  35,890 

Corporate

 2,500  2,500 

Intersegment

  (2,856)  (2,974)

U.S. Concrete Waste Management Services(1)

  62,405   50,191 

Reportable segment revenue

 442,870  401,623 
Other 2,500  2,500 

Intersegment eliminations(1)

  (3,129)  (2,831)

Total revenue

 $315,808  $304,301  $442,241  $401,292 
  

Income (loss) before income taxes

    
(1) For years ended October 31, 2023 and 2022, there were $0.6 million and $0.3 million, respectively, included in revenue in the U.S. Concrete Waste Management Services segment and eliminated in the intersegment eliminations. The remaining $2.5 million relates to the revenue as disclosed in Other.    
 

EBITDA

    

U.S. Concrete Pumping

 $(11,915) $(56,095) $75,587  $72,278 

U.K. Operations

 731  (16,540) 15,272  12,582 

U.S. Concrete Waste Management Services

 6,986  4,997   27,088   20,302 

Corporate

  (8,233)  1,410 

Total income (loss) before income taxes

 $(12,431) $(66,228)
Reportable segment EBITDA 117,947  105,162 
Interest expense, net (28,119) (25,891)
Reportable segment depreciation and amortization (57,806) (56,614)

Other

  8,540   11,545 

Total income before income taxes

 $40,562  $34,202 
 

Depreciation and amortization

    

U.S. Concrete Pumping

 $41,870  $40,304 

U.K. Operations

 7,535  7,709 

U.S. Concrete Waste Management Services

  8,401   8,601 
Reportable segment depreciation and amortization 57,806  56,614 

Other

  860   848 

Total depreciation and amortization

 $58,666  $57,462 
 

Interest expense, net

    

U.S. Concrete Pumping

 $(25,294) $(22,968)

U.K. Operations

  (2,825)  (2,923)

Total interest expense, net

 $(28,119) $(25,891)

 

81

 
  

Year Ended October 31,

 

(in thousands)

 

2021

  

2020

 

EBITDA

        

U.S. Concrete Pumping1

 $47,497  $17,074 

U.K. Operations1

  12,128   (5,163)

U.S. Concrete Waste Management Services

  16,433   15,684 

Corporate

  (7,393)  2,240 

Total EBITDA

 $68,665  $29,835 
         

Consolidated EBITDA reconciliation

        

Net loss

 $(15,073) $(61,251)

Interest expense, net

  25,190   34,408 

Income tax expense (benefit)

  2,642   (4,977)

Depreciation and amortization

  55,906   61,655 

Total EBITDA

 $68,665  $29,835 

1 The U.S. Concrete Pumping segment’s EBITDA for the year ended October 31, 2020 includes the impact of $43.5 million in goodwill and intangibles impairment while the U.K. Concrete Pumping segment’s EBITDA for the year ended October 31, 2020 includes the impact of $14.4 million in goodwill and intangibles impairment.

  

Year Ended October 31,

 

(in thousands)

 

2021

  

2020

 

Depreciation and amortization

        

U.S. Concrete Pumping

 $37,381  $41,717 

U.K. Operations

  8,238   8,422 

U.S. Concrete Waste Management Services

  9,447   10,687 

Corporate

  840   829 

Total depreciation and amortization

 $55,906  $61,655 
         

Interest expense, net

        

U.S. Concrete Pumping

 $(22,031) $(31,452)

U.K. Operations

  (3,159)  (2,955)

U.S. Concrete Waste Management Services

  0   0 

Corporate

  0   (1)

Total interest expense, net

 $(25,190) $(34,408)
         

Transaction costs and debt extinguishment costs

        

U.S. Concrete Pumping

 $15,822  $0 

Total transaction costs including transaction-related debt extinguishment

 $15,822  $0 

8277

 

Total assets by segment for the periods presented are as follows:

 

 

October 31,

 

October 31,

  

As of October 31,

 

As of October 31,

 

(in thousands)

 

2021

  

2020

  

2023

  

2022

 

Total Assets

    

Total assets

    

U.S. Concrete Pumping

 $591,820  $570,536  $698,905  $693,048 

U.K. Operations

 109,631  109,726  119,123  103,255 

U.S. Concrete Waste Management Services

 145,199  140,209   181,382   157,370 

Corporate

 26,648  25,517 

Intersegment

  (80,633)  (72,230)

Reportable segment assets

 999,410  953,673 

Other

  (94,885)  (66,184)

Total assets

 $792,665  $773,758  $904,525  $887,489 

Total capital expenditures by segment for the periods presented are as follows:

  

Year Ended October 31,

 

(in thousands)

 

2023

  

2022

 

Total capital expenditures

        

U.S. Concrete Pumping

 $30,263  $78,453 

U.K. Operations

  12,405   13,385 

U.S. Concrete Waste Management Services

  11,837   10,077 
Reportable segment capital expenditures  54,505   101,915 

Other

  -   18 

Total capital expenditures

 $54,505  $101,933 

 

The U.S. and U.K. were the only regions that accounted for more than 10% of the Company’s revenue for the periods presented. There was no single customer that accounted for more than 10% of revenue for the periods presented. Revenue for the periods presented and long lived assets as of October 31, 20212023 and 20202022 are as follows:

 

 

Year Ended October 31,

  

Year Ended October 31,

 

(in thousands)

 

2021

  

2020

  

2023

  

2022

 

Revenue by Geography

    

Revenue by geography

    

U.S.

 $267,710  $265,156  $379,653  $346,366 

U.K.

  48,098   39,145   62,588   54,926 

Total revenue

 $315,808  $304,301  $442,241  $401,292 

 

 

October 31,

 

October 31,

 

(in thousands)

 

2021

  

2020

 

Long Lived Assets

    

Long-lived tangible assets

    

U.S.

 $285,307  $260,693  $371,689  $366,814 

U.K.

  52,464   43,561   55,959   52,563 

Total long lived assets

 $337,771  $304,254  $427,648  $419,377 

 

83

Note 19. Related-Party Transactions

As discussed in Note 12, in October 2020, the Company reached a settlement with the prior shareholders of CPH, resulting in the Company recording a $2.0 million charge related to the settlement agreement reached between the Company and the prior shareholders of CPH that is included in general and administrative expenses in the accompanying consolidated statements of operations.  The corresponding due to related party is included in accrued expenses and other current liabilities in the accompanying consolidated balance sheets and was settled in fiscal 2021 as the income tax refunds from the IRS were received.

Note 20. Subsequent Events

On November 1, 2021, the Company acquired Pioneer Concrete Pumping Service, Inc. (“Pioneer”), a concrete pumping provider headquartered in Atlanta, Georgia with locations in Dallas and San Antonio, Texas, for a purchase price of $20.1 million, which was paid using cash on hand. As of the date of issuance of the Company’s Annual Report on Form 10-K, the purchase price allocation for this transaction had not yet been completed.

8478

  
 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

None.

 

Item 9A.    Controls and Procedures

 

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

 

As of the end of the period covered by this Annual Report, we conducted an evaluation, under the supervision andOur management, with the participation of management, including our Chief Executive Officer and Chief Financial Officer, ofhas evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of October 31, 2021,2023 (as such term is defined in Rule 13a-15(e) under the Exchange Act). Our disclosure controls and procedures were effectiveare designed to ensureprovide reasonable assurance that the information required to be disclosed by us in our reports that we filefiled or submitsubmitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

 

Management’sBased upon this evaluation, our Chief Executive Office and Chief Financial Officer concluded that, as of October 31, 2023, our disclosure controls and procedures were effective at the reasonable assurance level.

Managements Report on Internal Control overOver Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in RulesRule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

  

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Management has assessed the effectiveness of the Company’s internal control over financial reporting as of October 31, 2021,2023, utilizing the criteria described in the Committee of Sponsoring Organizations of the Treadway Commission’s Internal Control-Integrated Framework (2013). Based on its assessment, our management concluded that, all previously reported material weaknesses have been remediated andas of October 31, 2023, the Company’s internal control over financial reporting was effective as of October 31, 2021.

Attestation Report of the Independent Registered Public Accounting Firm

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm on our internal control over financial reporting because Section 103 of the JOBS Act provides that an emerging growth company is not required to provide an auditor’s report on internal control over financial reporting for as long as we qualify as an emerging growth company.effective.

 

8579

 

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the consolidated financial statements as of and for the year ended October 31, 2023 and the effectiveness of the Company's internal control over financial reporting as of October 31, 2023, as stated in their report which appears under Item 8.

Remediation of Prior Material WeaknessWeaknesses in Internal Control Over Financial Reporting

 

ManagementAs previously disclosed in our Annual Report on Form 10-K for the fiscal year ended October 31, 2022 and Quarterly Reports on Form 10-Q for the fiscal periods ended July 31, 2022, January 31, 2023, April 30, 2023, and July 31, 2023, we identified and disclosed athe following material weaknessweaknesses: (1) the review of manual journal entries within the financial statement close process, which was identified in internal control in connection with the preparationrestatement of the Company’s fiscal 2021 second quarter Form 10-Q. Specifically,interim unaudited financial statements as of July 31, 2022 ("MW #1"); and (2) the weakness in controls wereareas of user access and segregation of duties related to errors in our accounting forinformation technology systems that support the warrants issued in connection with our IPOfinancial reporting process specifically related to accounts payable and a simultaneous private placement. In response to this error, we implemented a new control to assess complex accounting issues reached in the past that continue to impact the Company to ensure those conclusions reached are still appropriate. Our plans include increased communication among our personnel and third-party professionals with whom we consult regarding the application of complex accounting transactions.expenditures ("MW #2").

 

As previously disclosed, the Company has designed and implemented measures in order to remediate the identified material weaknesses. Regarding MW #1, the Company developed and implemented its remediation plan by enhancing the Company’s internal control environment with incremental controls, increasing training for accounting team members and improving the schedules used for the preparation of complex journal entries. Regarding MW #2, the Company developed and implemented its remediation plan by updating user access and segregation of duties matrices and implementing reviews of user activity reports. As of October 31, 2021,2023, these enhanced procedures and control activities operated for a sufficient period of time in order for management to conclude, through testing, that the Company’s enhanced controls operated effectively. As such, the Company concluded that the abovepreviously reported material weakness in our internal controls over financial reporting related to our disclosure controls and procedures related to significant accounting transactions, was fullyweaknesses have been remediated as a control was put in place and evidenced to confirm that conclusions related to key accounting issues that have been reached in the past remain appropriate. of October 31, 2023.

 

Changes in Internal Control Over Financial Reporting

 

Other than changes described under "Remediationthe remediation of Prior Material Weakness"material weaknesses as discussed above, there waswere no changechanges in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three monthsquarter ended October 31, 20212023 that hashave materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.

 

80

Item 9B.    Other Information

 

None.

Item 9C.    Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

 

8681

 

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance

 

Information not disclosed below that is required with respect to directors, executive officers, filings under Section 16(a) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and corporate governance is incorporated herein by reference, when filed, from our definitive proxy statement (the “Proxy Statement”) for the Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A under the Exchange Act no later than 120 days after the end of the fiscal year ended October 31, 2021.2023.

 

We have adopted a Code of Business Conduct and Ethics (“Code(the “Code of Ethics”) that applies to our directors, officers and employees. We have posted our Code of Ethics on our website (https://ir.concretepumpingholdings.com/governance-docs) and will post on such website any amendments to, or waivers from, a provision of itsthe Code of Ethics applying to an executive officer or director when required by applicable SEC and Nasdaq rules and regulations.

 

Item 11. Executive Compensation

 

Information required to be set forth hereunder has been omitted and will be incorporated by reference, when filed, from our Proxy Statement.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

Information required to be set forth hereunder has been omitted and will be incorporated by reference, when filed, from our Proxy Statement.

 

Item 13. Certain Relationships and Related Transactions, and Director Independence

 

Information required to be set forth hereunder has been omitted and will be incorporated by reference, when filed, from our Proxy Statement.

 

Item 14. Principal Accountant Fees and Services

 

Information required to be set forth hereunder has been omitted and will be incorporated by reference, when filed, from our Proxy Statement.

 

8782

 

PART IV

 

Item 15. Exhibits and Financial Statement Schedules

 

(1) Financial Statements and Schedules

 

The audited consolidated financial statements of Concrete Pumping Holdings, Inc. and its subsidiaries, as required to be filed, are included under Item 8 of this Annual Report. Other schedules have been omitted as they are not applicable or the required information is set forth in the consolidated financial statements or notes thereto.

 

(2) Exhibits

 

The documents set forth below are filed herewith or incorporated herein by reference to the location indicated.

 

Exhibit

No.

 

Description

2.1

Agreement and Plan of Merger, dated as of September 7, 2018, by and among Concrete Pumping Holdings, Inc. (f/k/a Concrete Pumping Holdings Acquisition Corp.), Industrea Acquisition Corp., Concrete Pumping Intermediate Acquisition Corp., Concrete Pumping Merger Sub Inc., Industrea Acquisition Merger Sub Inc., Concrete Pumping Holdings, Inc. and PGP Investors, LLC, as the Holder Representative (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No. 001-38166) filed by Industrea Acquisition Corp. on September 7, 2018).

2.2

Amendment No. 1 to Agreement and Plan of Merger, dated as of October 30, 2018, by and among Concrete Pumping Holdings, Inc. (f/k/a Concrete Pumping Holdings Acquisition Corp.), Industrea Acquisition Corp., Concrete Pumping Intermediate Acquisition Corp., Concrete Pumping Merger Sub Inc., Industrea Acquisition Merger Sub Inc., Concrete Pumping Holdings, Inc., and PGP Investors, LLC, as the Holder Representative (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K (File No. 001-38166) filed by Concrete Pumping Holdings, Inc. on December 10, 2018).

2.3

Amendment No. 2 to Agreement and Plan of Merger, dated as of November 16, 2018, by and among Concrete Pumping Holdings, Inc. (f/k/a Concrete Pumping Holdings Acquisition Corp.), Industrea Acquisition Corp., Concrete Pumping Intermediate Acquisition Corp., Concrete Pumping Merger Sub Inc., Industrea Acquisition Merger Sub Inc., Concrete Pumping Holdings, Inc., and PGP Investors, LLC, as the Holder Representative (incorporated by reference to Exhibit 2.3 to the Current Report on Form 8-K (File No. 001-38166) filed by Concrete Pumping Holdings, Inc. on December 10, 2018).

2.4

Interest Purchase Agreement, dated as of March 18, 2019, by and between the Company, Brundage-Bone Concrete Pumping, Inc., CPH Acquisition, LLC, ASC Equipment, LP, Capital Pumping, LP, MC Services, LLC, Capital Rentals, LLC, Central Texas Concrete Services, LLC, A. Keith Crawford and Melinda Crawford (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No. 001-38166) filed by Concrete Pumping Holdings, Inc. on March 18, 2019).

2.5

First Amendment to Interest Purchase Agreement, dated as of May 14, 2019, by and between Concrete Pumping Holdings, Inc., Brundage-Bone Concrete Pumping, Inc., CPH Acquisition, LLC, ASC Equipment, LP, Capital Pumping, LP, MC Services, LLC, Capital Rentals, LLC, Central Texas Concrete Services, LLC, A. Keith Crawford and Melinda Crawford (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K (File No. 001-38166) filed by Concrete Pumping Holdings, Inc. on May 15, 2019).

3.1

 

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-38166) filed by Concrete Pumping Holdings, Inc. on December 10, 2018).

3.2

 

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K (File No. 001-38166) filed by Concrete Pumping Holdings, Inc. on December 10, 2018).

3.3

 

Certificate of Designations (incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K (File No. 001-38166) filed by Concrete Pumping Holdings, Inc. on December 10, 2018).

4.1

 

Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-38166) filed by Concrete Pumping Holdings, Inc. on December 10, 2018).

4.2

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K (File No. 001-38166) filed by Concrete Pumping Holdings, Inc. on December 10, 2018).

4.3

Warrant Agreement, dated July 26, 2017, between Industrea Acquisition Corp. and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-38166) filed by Industrea Acquisition Corp. on August 1, 2017).

4.4

Assignment and Assumption Agreement, by and among Concrete Pumping Holdings, Inc. (f/k/a Concrete Pumping Holdings Acquisition Corp.), Industrea Acquisition Corp. and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K (File No. 001-38166) filed by Concrete Pumping Holdings, Inc. on December 10, 2018).

88

4.5

 

Description of Capital Stock. (incorporated by reference to Exhibit 4.5 to the Annual Report on Form 10-K (File No. 001-38166), filed Concrete Pumping Holdings, Inc, on January 14, 2020).

4.6 Indenture, dated January 28, 2021, among Brundage-Bone Concrete Pumping Holdings Inc., as issuer, Concrete Pumping Holdings, Inc., as a guarantor, Concrete Pumping Intermediate Acquisition Corp., as a guarantor and the other guarantors form time to time party thereto and Deutsche Bank Trust Company Americas, as trustee and notes collateral agent (incorporated by reference from Exhibit 4.1 of the Current Report on Form 8-K filed on February 1, 2021).
4.7 Form of 6.000% Senior Secured Second Lien Notes due 2026 (included in Exhibit 4.1).

10.1

Non-Management Rollover Agreement, dated September 7, 2018, by and among Concrete Pumping Holdings, Inc. (f/k/a Concrete Pumping Holdings Acquisition Corp.), Industrea Acquisition Corp. and the Rollover Holders party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-38166), filed by Industrea Acquisition Corp. on September 7, 2018).

10.2

Management Rollover Agreement, dated September 7, 2018, by and among Concrete Pumping Holdings, Inc. (f/k/a Concrete Pumping Holdings Acquisition Corp.), Industrea Acquisition Corp. and the Rollover Holders party thereto (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 001-38166), filed by Industrea Acquisition Corp. on September 7, 2018).

10.3

Argand Subscription Agreement, dated September 7, 2018, by and among Industrea Acquisition Corp., Concrete Pumping Holdings, Inc. (f/k/a Concrete Pumping Holdings Acquisition Corp.) and Argand Partners Fund, LP (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K (File No. 001-38166), filed by Industrea Acquisition Corp. on September 7, 2018).

10.4

Form of Common Stock Subscription Agreement (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K (File No. 001-38166), filed by Industrea Acquisition Corp. on September 7, 2018).

10.5

Preferred Stock Subscription Agreement, dated September 7, 2018, by and among Concrete Pumping Holdings, Inc. (f/k/a Concrete Pumping Holdings Acquisition Corp.), Industrea Acquisition Corp. and Nuveen Alternatives Advisors, LLC (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K (File No. 001-38166), filed by Industrea Acquisition Corp. on September 7, 2018).

10.6

Expense Reimbursement Letter, dated September 7, 2018, by and among Argand Partners Fund, LP, CFLL Sponsor Holdings, LLC (f/k/a Industrea Alexandria LLC), Industrea Acquisition Corp., Concrete Pumping Holdings, Inc. and BBCP Investors, LLC (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K (File No. 001-38166), filed by Industrea Acquisition Corp. on September 7, 2018).

10.7

 

 

Amended and Restated ABL Credit Agreement, dated January 28, 2021, among Brundage-Bone Concrete Pumping Holdings Inc., as borrower, Concrete Pumping Holdings, Inc., as holdings, Concrete Pumping Intermediate Acquisition Corp., the other loan parties from time to time party thereto, Wells Fargo Bank, National Association, as administrative agent, sole lead arranger and sole bookrunner, Wells Fargo Capital Finance (UK) Limited, as UK security agent, and the lenders and issuing banks from time to time party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-38166) filed on February 1, 2021).

10.8 First Amendment to Amended and Restated ABL Credit Agreement, dated September 30, 2021.2021, among Brundage-Bone Concrete Pumping Holdings Inc., as Borrower, Concrete Pumping Holdings, Inc., as Holdings, Concrete Pumping Intermediate Acquisition Corp., the other loan parties from time to time party thereto, Wells Fargo Bank, National Association, as administrative agent, sole lead arranger and sole bookrunner, Wells Fargo Capital Finance (UK) Limited, as UK security agent, and the lenders and issuing banks from time to time party thereto (incorporated by reference to Exhibit 10.8 to the Annual Report on Form 10-K (File No. 001-38166), filed by Concrete Pumping Holdings, Inc, on January 12, 2022).

89

10.9

Stockholders Agreement, dated December 6, 2018, by and among Concrete Pumping Holdings, Inc. (f/k/a Concrete Pumping Holdings Acquisition Corp.) and the Investors party thereto (incorporated by reference to Exhibit 10.35 to the Current Report on Form 8-K (File No. 001-38166) filed by Concrete Pumping Holdings, Inc. on December 10, 2018).

83

10.10

 

First Amendment to Stockholders Agreement, dated April 1, 2019, among Concrete Pumping Holdings, Inc. and the signatories thereto (incorporated by reference to Exhibit 10.23 to the Registration Statement on Form S-1 (File No. 333-230673) filed by Concrete Pumping Holdings, Inc. on April 1, 2019).

10.11

 

Letter Agreement, dated as of December 6, 2018, by and between Concrete Pumping Holdings, Inc. (f/k/a Concrete Pumping Holdings Acquisition Corp.) and Nuveen Alternative Advisors, LLC, on behalf of one or more funds and accounts (incorporated by reference to Exhibit 10.36 to the Current Report on Form 8-K (File No. 001-38166) filed by Concrete Pumping Holdings, Inc. on December 10, 2018).

10.12

 

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.37 to the Current Report on Form 8-K (File No. 001-38166) filed by Concrete Pumping Holdings, Inc. on December 10, 2018).

10.13*

 

Concrete Pumping Holdings, Inc. 2018 Omnibus Incentive Plan, as amended October 29, 2020April 25, 2023 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-38166) filed by Concrete Pumping Holdings, Inc. on November 2, 2020)2020April 27, 2023).

10.14* Form of first amended stock award agreement for executives (incorporated by reference to Exhibit 10.23 to the Current Report on Form 10-Q (File No. 001-38166) filed by Concrete Pumping Holdings, Inc. on January 12, 2021).
10.15* Form of second amended stock award agreement for executives (incorporated by reference to Exhibit 10.24 to the Quarterly Report on Form 10-Q (File No. 001-38166) filed by Concrete Pumping Holdings, Inc. on January 12, 2021).

10.16*

 

Employment Agreement by and between Brundage-Bone Concrete Pumping, Inc. and Bruce Young, dated July 11, 2014 (incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-4 (File No. 333-227259) filed by Concrete Pumping Holdings, Inc. on October 22, 2018).

10.17*

 

Employment Agreement by and between Brundage-Bone Concrete Pumping, Inc. and Iain Humphries, dated August 4, 2017 (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-4 (File No. 333-227259) filed by Concrete Pumping Holdings, Inc. on October 22, 2018).

10.18

 

Settlement Agreement and Release, dated as of October 30, 2020, by and between (i) Concrete Pumping Holdings, Inc. and Brundage-Bone Concrete Pumping Holdings, and (ii) PGP Investors, LLC (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 8-K (File No. 001-38166), filed by Concrete Pumping Holdings, Inc. on October 30, 2020).

10.19Second Amendment to Amended and Restated ABL Credit Agreement, dated July 29, 2022, among Brundage-Bone Concrete Pumping Holdings Inc., as Borrower, Concrete Pumping Holdings, Inc., as Holdings, Concrete Pumping Intermediate Acquisition Corp., the other loan parties from time to time party thereto, Wells Fargo Bank, National Association, as administrative agent, sole lead arranger and sole bookrunner, Wells Fargo Capital Finance (UK) Limited, as UK security agent, and the lenders and issuing banks from time to time party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-38166) filed by Concrete Pumping Holdings, Inc. on August 1, 2022).
10.20Third Amendment to Amended and Restated ABL Credit Agreement, dated June 1, 2023 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-38166) filed by Concrete Pumping Holdings, Inc. on June 5, 2023).

21.1

 

Subsidiaries of Concrete Pumping Holdings, Inc.

23.1

 

Consent of PricewaterhouseCoopers, LLP.

23.2Consent of BDO USA, LLP.P.C.

31.1

 

Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule15d-14(a).

31.2

 

Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule15d-14(a).

32.1

 

Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule15d-14(b) and 18 U.S.C. Section 1350.

32.2

 

Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule15d-14(b) and 18 U.S.C. Section 1350.

97.1Policy relating to recovery of erroneously awarded compensation, as required by Nasdaq listing standards adopted pursuant to 17 CFR 240.10D-1

101.INS

 

Inline XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

 

Inline XBRL Taxonomy Extension Schema

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB

 Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

 

*

Indicates a management contract or compensatory plan.

Item 16. Form 10-K Summary

 

None.

 

9084

 

SIGNATURES

 

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.

 

 

CONCRETE PUMPING HOLDINGS, INC.

 

 

 

 

 

 

By:

/s/ Iain Humphries

 

 

 

Name: Iain Humphries

 

 

 

Title: Chief Financial Officer and Secretary

 

 

 

Dated: January 12, 202216, 2024

 

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Bruce Young and Iain Humphries, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-facts and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

 

This Power of Attorney shall not revoke any powers of attorney previously executed by the undersigned. This Power of Attorney shall not be revoked by any subsequent power of attorney that the undersigned may execute, unless such subsequent power of attorney specifically provides that it revokes this Power of Attorney by referring to the date of the undersigned’s execution of this Power of Attorney. For the avoidance of doubt, whenever two or more powers of attorney granting the powers specified herein are valid, the agents appointed on each shall act separately unless otherwise specified.

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Concrete Pumping Holdings, Inc. and in the capacities indicated, on January 12, 2022.16, 2024.

 

/s/ Bruce Young

 

Chief Executive Officer and Director

 

January 12, 202216, 2024

Bruce Young

 

(principal executive officer)

 

 

 

 

 

 

 

/s/ Iain Humphries

 

Chief Financial Officer and Director

 

January 12, 202216, 2024

Iain Humphries

 

(principal financial officer and principal accounting officer)

 

 

 

 

 

 

 

/s/ Howard D. Morgan

 

Chairman of the Board

 

January 12, 202216, 2024

Howard D. Morgan

 

 

 

 

 

 

 

 

 

/s/ Brian Hodges

 

Vice Chairman of the Board

 

January 12, 202216, 2024

Brian Hodges

 

 

 

 

 

 

 

 

 

/s/ Raymond Cheesman

 

Director

 

January 12, 2022

16, 2024

Raymond Cheesman

 

 

 

 

 

 

 

 

 

/s/ Heather L. Faust

 

Director

 

January 12, 2022

16, 2024

Heather L. Faust

 

 

 

 

 

9185

 

/s/ David G. Hall

 

Director

 

January 12, 202216, 2024

David G. Hall

 

 

 

 

 

 

 

 

 

/s/ Tom Armstrong

 

Director

 

January 12, 202216, 2024

Tom Armstrong

 

 

 

 

 

 

 

 

 

/s/ Stephen Alarcon

 

Director

 

January 12, 202216, 2024

Stephen Alarcon

 

 

 

 

 

 

 

 

 

/s/ Ryan Beres

 

Director

 

January 12, 202216, 2024

Ryan Beres

 

 

 

 

 

 

 

 

 

/s/ John Piecuch

 

Director

 

January 12, 202216, 2024

John Piecuch

 

 

 

 

 

 

 

 

 

/s/ M. Brent Stevens

 

Director

 

January 12, 202216, 2024

M. Brent Stevens

 

 

 

 

 

9286