Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock BBCP The Nasdaq Capital Market Large Accelerated Filer ☐ Accelerated Filer ☒ Non-Accelerated Filer ☐ Smaller Reporting Company ☒ Emerging growth company ☒ Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2021 OR ☐ TRANSITION R ...

Concrete Pumping Holdings, Inc. (NASDAQ:BBCP) Q1 2021 Earnings Conference Call March 11, 2021 5:00 PM ET Company Participants Cody Slach - IR, Gateway Group Bruce Young - President, CEO & Director Iain Humphries - CFO, Secretary & Director Conference Call Participants Timothy Mulrooney - William Blair & Company Brent Thielman - D.A. Davidson & Co. Andrew Wittmann - Robert W. Baird & Co. Stanley Elliott - Stifel, Nicolaus & Company Steven Fisher - UBS Operator Good afternoon, everyone, and thank you for part ...

[FORM 10-Q General Information](index=1&type=section&id=FORM%2010-Q%20General%20Information) This section provides the registrant's fundamental details, including name, incorporation state, reporting period, and filer status Registrant Details | Detail | Value | | :----- | :---- | | Registrant Name | CONCRETE PUMPING HOLDINGS, INC. | | State of Incorporation | Delaware | | Quarterly Period Ended | January 31, 2021 | | Commission File No. | 001-38166 | | Trading Symbol | BBCP | | Exchange | The Nasdaq Capital Market | | Common Stock Outstanding (as of March 10, 2021) | 56,469,444 shares | Filer Status | Filer Status | Indication | | :------------- | :--------- | | Large Accelerated Filer | ☐ | | Accelerated Filer | ☒ | | Non-Accelerated Filer | ☐ | | Smaller Reporting Company | ☒ | | Emerging Growth Company | ☒ | [Part I. Financial Information](index=3&type=section&id=Part%20I.%20Financial%20Information) This part encompasses the company's comprehensive financial statements and management's discussion and analysis of its financial condition and operational results [Item 1. Unaudited Consolidated Financial Statements](index=3&type=section&id=Item%201.%20Unaudited%20Consolidated%20Financial%20Statements) This section presents the unaudited consolidated financial statements, including the balance sheets, statements of operations and comprehensive income, statements of changes in stockholders' equity, and statements of cash flows, along with their accompanying notes, for Concrete Pumping Holdings, Inc. as of and for the quarter ended January 31, 2021 [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) This statement provides a snapshot of the company's assets, liabilities, and equity as of January 31, 2021, and October 31, 2020 Consolidated Balance Sheet Summary (in thousands) | Item (in thousands) | Jan 31, 2021 (Unaudited) | Oct 31, 2020 | Change | | :------------------ | :----------------------- | :----------- | :----- | | Cash and cash equivalents | $2,273 | $6,736 | $(4,463) | | Trade receivables, net | $39,179 | $44,343 | $(5,164) | | Total current assets | $55,676 | $60,005 | $(4,329) | | Property, plant and equipment, net | $304,633 | $304,254 | $379 | | Intangible assets, net | $178,000 | $183,839 | $(5,839) | | Goodwill | $224,776 | $223,154 | $1,622 | | Total assets | $766,023 | $773,758 | $(7,735) | | Revolving loan | $7,687 | $1,741 | $5,946 | | Term loans, current portion | $- | $20,888 | $(20,888) | | Total current liabilities | $40,312 | $62,312 | $(22,000) | | Long term debt, net | $368,040 | $343,906 | $24,134 | | Total liabilities | $474,329 | $474,617 | $(288) | | Total stockholders' equity | $266,694 | $274,141 | $(7,447) | [Consolidated Statements of Operations and Comprehensive Income](index=5&type=section&id=Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income) This statement details the company's revenues, expenses, net loss, and comprehensive loss for the three months ended January 31, 2021 and 2020 Consolidated Statements of Operations (in thousands) | Item (in thousands) | Three Months Ended Jan 31, 2021 | Three Months Ended Jan 31, 2020 | Change | | :------------------ | :------------------------------ | :------------------------------ | :----- | | Revenue | $70,421 | $73,939 | $(3,518) | | Cost of operations | $40,558 | $41,791 | $(1,233) | | Gross profit | $29,863 | $32,148 | $(2,285) | | General and administrative expenses | $22,388 | $26,607 | $(4,219) | | Income from operations | $7,446 | $5,541 | $1,905 | | Interest expense, net | $(6,900) | $(9,503) | $2,603 | | Loss on extinguishment of debt | $(15,510) | $- | $(15,510) | | Loss before income taxes | $(14,938) | $(3,893) | $(11,045) | | Income tax benefit | $(2,648) | $(1,147) | $(1,501) | | Net loss | $(12,290) | $(2,746) | $(9,544) | | Net loss available to common shareholders | $(12,797) | $(3,219) | $(9,578) | | Basic EPS | $(0.24) | $(0.06) | $(0.18) | | Diluted EPS | $(0.24) | $(0.06) | $(0.18) | Consolidated Statements of Comprehensive Income (in thousands) | Comprehensive Income (in thousands) | Three Months Ended Jan 31, 2021 | Three Months Ended Jan 31, 2020 | Change | | :-------------------------------- | :------------------------------ | :------------------------------ | :----- | | Net loss | $(12,290) | $(2,746) | $(9,544) | | Foreign currency translation adjustment | $4,501 | $1,971 | $2,530 | | Total comprehensive loss | $(7,789) | $(775) | $(7,014) | [Consolidated Statements of Changes in Stockholders' Equity](index=7&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity) This statement outlines the changes in the company's equity components, including common stock, paid-in capital, and accumulated deficit, for the period Consolidated Statements of Changes in Stockholders' Equity (in thousands) | Item (in thousands) | Balance at Oct 31, 2020 | Stock-based Compensation | Treasury Stock | Net Loss | Foreign Currency Translation Adjustment | Balance at Jan 31, 2021 | | :------------------ | :---------------------- | :----------------------- | :------------- | :------- | :-------------------------------------- | :---------------------- | | Common Stock | $6 | $- | $- | $- | $- | $6 | | Additional Paid-In Capital | $361,943 | $672 | $- | $- | $- | $362,615 | | Treasury Stock | $(131) | $- | $(330) | $- | $- | $(461) | | Accumulated Other Comprehensive Income (loss) | $(606) | $- | $- | $- | $4,501 | $3,895 | | Accumulated Deficit | $(87,071) | $- | $- | $(12,290) | $- | $(99,361) | | Total | $274,141 | $672 | $(330) | $(12,290) | $4,501 | $266,694 | [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) This statement presents the cash inflows and outflows from operating, investing, and financing activities for the three months ended January 31, 2021 and 2020 Cash Flow Summary (in thousands) | Cash Flow Category (in thousands) | Three Months Ended Jan 31, 2021 | Three Months Ended Jan 31, 2020 | Change | | :-------------------------------- | :------------------------------ | :------------------------------ | :----- | | Net cash provided by operating activities | $12,580 | $1,814 | $10,766 | | Net cash used in investing activities | $(7,540) | $(15,692) | $8,152 | | Net cash provided by (used in) financing activities | $(9,200) | $8,154 | $(17,354) | | Effect of foreign currency exchange rate on cash | $(304) | $887 | $(1,191) | | Net decrease in cash and cash equivalents | $(4,463) | $(4,837) | $374 | | Cash and cash equivalents, end of period | $2,273 | $2,636 | $(363) | Supplemental Cash Flow Information (in thousands) | Supplemental Cash Flow Information (in thousands) | Three Months Ended Jan 31, 2021 | Three Months Ended Jan 31, 2020 | Change | | :------------------------------------------------ | :------------------------------ | :------------------------------ | :----- | | Cash paid for interest | $5,890 | $11,191 | $(5,301) | | Cash paid (refunded) for income taxes | $614 | $(40) | $654 | | Equipment purchases included in accrued expenses and accounts payable | $781 | $4,110 | $(3,329) | [Notes to Unaudited Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) This section provides detailed explanations and additional information supporting the unaudited consolidated financial statements [Note 1. Organization and Description of Business](index=10&type=section&id=Note%201.%20Organization%20and%20Description%20of%20Business) This note describes the company's core business operations, historical seasonality, and the impact of the COVID-19 pandemic - The Company's core business is **concrete pumping services** in the U.S. (Brundage-Bone, Capital) and U.K. (Camfaud), and **industrial cleanup and containment services** (Eco-Pan) primarily for the construction industry[30](index=30&type=chunk)[32](index=32&type=chunk)[33](index=33&type=chunk) - Sales are historically seasonal, with **lower revenue volumes in the first half** of the fiscal year (winter and spring months) due to weather patterns[34](index=34&type=chunk) - The COVID-19 pandemic led to operational adjustments, cost reductions (headcount, modified work schedules, furloughs), and non-cash impairment charges of **$43.5 million** for U.S. Concrete Pumping and **$14.4 million** for U.K. Operations goodwill in fiscal 2020[35](index=35&type=chunk)[37](index=37&type=chunk) - The pandemic primarily impacted **revenue volumes in the U.K. and certain U.S. markets**, with future impacts remaining highly uncertain[38](index=38&type=chunk) [Note 2. Summary of Significant Accounting Policies](index=11&type=section&id=Note%202.%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the key accounting principles and significant management estimates used in preparing the financial statements - Financial statements are prepared in accordance with **GAAP and SEC rules**, reflecting all normal and recurring adjustments[39](index=39&type=chunk)[40](index=40&type=chunk) - Management makes significant estimates for items such as **accrued sales and use taxes, self-insured claims, allowance for doubtful accounts, goodwill impairment, share-based compensation, and business combinations**[41](index=41&type=chunk) - Goodwill is evaluated for impairment **annually or more frequently** if circumstances indicate, using a two-step process involving qualitative and quantitative assessments[48](index=48&type=chunk) - Revenue is primarily generated from **concrete pumping services and waste management services**, recognized when services are performed or delivery occurs, price is determinable, and collectability is assured[53](index=53&type=chunk) - The Company relies on **three significant vendors** to purchase concrete pumping boom equipment but has alternate vendors available[65](index=65&type=chunk) [Note 3. New Accounting Pronouncements](index=15&type=section&id=Note%203.%20New%20Accounting%20Pronouncements) This note details the company's adoption plans for new accounting standards, leveraging its emerging growth company status - The Company, as an emerging growth company, has elected to use the **extended transition period** available for new accounting standards[66](index=66&type=chunk) - The Company expects to adopt **ASU 2014-09 (Revenue from Contracts with Customers)** under the modified retrospective approach during Q4 fiscal year ending October 31, 2021, with **no significant impact anticipated**[68](index=68&type=chunk) - The Company plans to adopt **ASU 2016-02 (Leases)** and **ASU 2016-13 (Financial Instruments—Credit Losses)** effective for the year ending October 31, 2022, and is currently evaluating their impacts[71](index=71&type=chunk)[72](index=72&type=chunk) - The Company is evaluating **ASU 2020-04 (Reference Rate Reform)** which provides optional guidance for accounting for LIBOR transition[73](index=73&type=chunk) [Note 4. Fair Value Measurement](index=17&type=section&id=Note%204.%20Fair%20Value%20Measurement) This note discusses the fair value of financial instruments, including term loans, senior notes, and capital lease obligations - Carrying amounts of **cash, receivables, payables, current accrued liabilities, and ABL credit facility obligations approximate fair value** due to short-term maturity or variable interest rates[75](index=75&type=chunk) Fair Value of Financial Instruments (in thousands) | Item (in thousands) | Jan 31, 2021 Carrying Value | Jan 31, 2021 Fair Value | Oct 31, 2020 Carrying Value | Oct 31, 2020 Fair Value | | :------------------ | :-------------------------- | :---------------------- | :-------------------------- | :---------------------- | | Term loans | $- | $- | $381,205 | $365,003 | | Senior notes | $375,000 | $381,563 | $- | $- | | Capital lease obligations | $454 | $454 | $477 | $477 | - The deferred consideration for the Camfaud acquisition, previously valued using Level 3 inputs, was **fully paid out during the fiscal 2020 first quarter**[77](index=77&type=chunk) [Note 5. Prepaid Expenses and Other Current Assets](index=18&type=section&id=Note%205.%20Prepaid%20Expenses%20and%20Other%20Current%20Assets) This note provides a breakdown of the company's prepaid expenses and other current assets as of January 31, 2021, and October 31, 2020 Prepaid Expenses and Other Current Assets (in thousands) | Item (in thousands) | Jan 31, 2021 | Oct 31, 2020 | Change | | :------------------ | :----------- | :----------- | :----- | | Prepaid insurance | $5,733 | $1,399 | $4,334 | | Prepaid licenses and deposits | $795 | $429 | $366 | | Prepaid rent | $451 | $149 | $302 | | Other current assets and prepaids | $1,103 | $717 | $386 | | Total prepaid expenses and other current assets | $8,082 | $2,694 | $5,388 | [Note 6. Property, Plant and Equipment](index=18&type=section&id=Note%206.%20Property,%20Plant%20and%20Equipment) This note details the composition of property, plant, and equipment, along with associated depreciation expenses Property, Plant and Equipment (in thousands) | Item (in thousands) | Jan 31, 2021 | Oct 31, 2020 | Change | | :------------------ | :----------- | :----------- | :----- | | Land, building and improvements | $26,841 | $26,728 | $113 | | Machinery and equipment | $323,732 | $318,029 | $5,703 | | Property, plant and equipment, gross | $356,034 | $349,153 | $6,881 | | Less accumulated depreciation | $(51,401) | $(44,899) | $(6,502) | | Property, plant and equipment, net | $304,633 | $304,254 | $379 | - Depreciation expense for the three months ended January 31, 2021, was **$6.9 million**, up from **$6.5 million** in the prior year[83](index=83&type=chunk) [Note 7. Goodwill and Intangible Assets](index=19&type=section&id=Note%207.%20Goodwill%20and%20Intangible%20Assets) This note outlines the company's goodwill and intangible assets, including impairment charges and amortization expenses - In Q2 fiscal 2020, the Company recorded non-cash impairment charges of **$5.0 million** for its Brundage-Bone Concrete Pumping trade name and **$38.5 million** for U.S. Concrete Pumping goodwill, and **$14.4 million** for U.K. Operations goodwill, totaling **$57.9 million**[86](index=86&type=chunk)[87](index=87&type=chunk)[209](index=209&type=chunk) - The impairment was primarily due to **lower anticipated future revenues and earnings, and a higher discount rate** resulting from COVID-19 uncertainties[88](index=88&type=chunk) - **No subsequent triggering events** for impairment were identified through January 31, 2021[88](index=88&type=chunk) Intangible Assets Net Carrying Amount (in thousands) | Intangible Assets (in thousands) | Jan 31, 2021 Net Carrying Amount | Oct 31, 2020 Net Carrying Amount | Change | | :------------------------------- | :------------------------------- | :------------------------------- | :----- | | Customer relationship | $122,849 | $128,803 | $(5,954) | | Trade name | $4,523 | $4,398 | $125 | | Trade name (indefinite life) | $50,500 | $50,500 | $- | | Noncompete agreements | $128 | $138 | $(10) | | Total intangibles | $178,000 | $183,839 | $(5,839) | Goodwill by Segment (in thousands) | Goodwill by Segment (in thousands) | Oct 31, 2020 Balance | Foreign Currency Translation | Jan 31, 2021 Balance | | :--------------------------------- | :------------------- | :--------------------------- | :------------------- | | U.S. Concrete Pumping | $147,482 | $- | $147,482 | | U.K. Operations | $26,539 | $1,622 | $28,161 | | U.S. Concrete Waste Management Services | $49,133 | $- | $49,133 | | Corporate | $- | $- | $- | | Total | $223,154 | $1,622 | $224,776 | - Amortization expense for intangible assets decreased to **$6.9 million** for the three months ended January 31, 2021, from **$8.6 million** in the prior year[90](index=90&type=chunk) [Note 8. Long Term Debt and Revolving Lines of Credit](index=21&type=section&id=Note%208.%20Long%20Term%20Debt%20and%20Revolving%20Lines%20of%20Credit) This note details the company's recent debt refinancing, including the issuance of Senior Notes and the amendment of the ABL Facility - On January 28, 2021, the Company completed a private offering of **$375.0 million in 6.000% Senior Secured Second Lien Notes due 2026**[93](index=93&type=chunk)[94](index=94&type=chunk) - The ABL Facility was amended and restated, increasing commitments from **$60.0 million to $125.0 million**, with an accordion feature for an additional **$75.0 million**, and extending maturity to **January 28, 2026**[93](index=93&type=chunk)[97](index=97&type=chunk)[98](index=98&type=chunk) - Proceeds from the Senior Notes and ABL Facility borrowings were used to **repay all outstanding indebtedness** under the existing term loan agreement, leading to a **$15.5 million loss on extinguishment of debt**[93](index=93&type=chunk)[103](index=103&type=chunk) Debt Composition (in thousands) | Debt Composition (in thousands) | Jan 31, 2021 | Oct 31, 2020 | Change | | :------------------------------ | :----------- | :----------- | :----- | | Revolving loan | $7,687 | $1,741 | $5,946 | | Short term portion of term loan | $- | $20,888 | $(20,888) | | Long term portion of term loan | $- | $360,317 | $(360,317) | | Senior notes - all long term | $375,000 | $- | $375,000 | | Total debt, gross | $382,687 | $382,946 | $(259) | | Less unamortized deferred financing costs | $(6,960) | $(16,411) | $9,451 | | Total debt, net | $375,727 | $366,535 | $9,192 | [Note 9. Accrued Payroll and Payroll Expenses](index=24&type=section&id=Note%209.%20Accrued%20Payroll%20and%20Payroll%20Expenses) This note provides a breakdown of accrued payroll and related expenses as of January 31, 2021, and October 31, 2020 Accrued Payroll and Payroll Expenses (in thousands) | Item (in thousands) | Jan 31, 2021 | Oct 31, 2020 | Change | | :------------------ | :----------- | :----------- | :----- | | Accrued vacation | $1,665 | $1,667 | $(2) | | Accrued payroll | $1,913 | $1,507 | $406 | | Accrued bonus | $1,561 | $4,752 | $(3,191) | | Other accrued | $5,811 | $5,139 | $672 | | Total accrued payroll and payroll expenses | $10,950 | $13,065 | $(2,115) | [Note 10. Accrued Expenses and Other Current Liabilities](index=25&type=section&id=Note%2010.%20Accrued%20Expenses%20and%20Other%20Current%20Liabilities) This note details the composition of accrued expenses and other current liabilities, including accrued insurance and equipment purchases Accrued Expenses and Other Current Liabilities (in thousands) | Item (in thousands) | Jan 31, 2021 | Oct 31, 2020 | Change | | :------------------ | :----------- | :----------- | :----- | | Accrued insurance | $8,666 | $7,806 | $860 | | Accrued interest | $191 | $146 | $45 | | Accrued equipment purchases | $760 | $4,149 | $(3,389) | | Accrued sales and use tax | $2,152 | $311 | $1,841 | | Accrued property taxes | $440 | $882 | $(442) | | Accrued professional fees | $1,474 | $1,213 | $261 | | Accrued due to related party | $459 | $1,765 | $(1,306) | | Other | $1,384 | $2,607 | $(1,223) | | Total accrued expenses and other liabilities | $15,526 | $18,879 | $(3,353) | [Note 11. Income Taxes](index=25&type=section&id=Note%2011.%20Income%20Taxes) This note presents the company's pretax loss and income tax benefit, along with changes in deferred tax liabilities Income Tax Information (in thousands) | Item (in thousands) | Three Months Ended Jan 31, 2021 | Three Months Ended Jan 31, 2020 | | :------------------ | :------------------------------ | :------------------------------ | | Pretax loss | $(14,938) | $(3,893) | | Income tax benefit | $(2,648) | $(1,147) | - Net deferred tax liabilities decreased to **$65.6 million** at January 31, 2021, from **$68.0 million** at October 31, 2020, primarily due to current year operating results and reversal of existing deferred tax assets and liabilities[109](index=109&type=chunk) - The Company had unrecognized tax benefits of **$1.5 million** at January 31, 2021, which would not favorably impact income tax expense if recognized[110](index=110&type=chunk) [Note 12. Commitments and Contingencies](index=26&type=section&id=Note%2012.%20Commitments%20and%20Contingencies) This note outlines the company's self-insured liabilities, litigation status, and outstanding letters of credit - The Company is partially insured for automobile, general, and worker's compensation liability, with **$5.9 million accrued for claims** as of January 31, 2021[112](index=112&type=chunk) - The Company offers partially self-insured medical benefits, with **$1.2 million accrued for health claims** incurred but not reported as of January 31, 2021[113](index=113&type=chunk) - The Company is not presently a party to any **material litigation** and is unaware of any pending or threatened litigation that could have a material adverse effect[114](index=114&type=chunk) - As of January 31, 2021, total outstanding letters of credit under the ABL Facility amounted to **$2.0 million**[115](index=115&type=chunk) [Note 13. Stockholders' Equity](index=27&type=section&id=Note%2013.%20Stockholders'%20Equity) This note details the authorized and outstanding shares of common and preferred stock, including warrant exchanges - The Company's certificate of incorporation authorizes **500,000,000 shares of common stock** and **10,000,000 shares of preferred stock**[117](index=117&type=chunk) - As of January 31, 2021, there were **56,470,594 common shares issued and outstanding**, **13,017,777 public warrants outstanding**, and **2,450,980 shares of zero-dividend convertible perpetual preferred stock** (Series A Preferred Stock) outstanding[10](index=10&type=chunk)[118](index=118&type=chunk)[119](index=119&type=chunk)[122](index=122&type=chunk) - The Series A Preferred Stock is convertible into common stock at a **1:1 ratio** (effective June 6, 2019) and is classified as temporary equity due to a contingent redemption feature[119](index=119&type=chunk)[120](index=120&type=chunk) - In April 2019, a warrant exchange resulted in the issuance of **2,101,213 common shares for public warrants** and **1,707,175 common shares for private warrants**[122](index=122&type=chunk) [Note 14. Stock-Based Compensation](index=28&type=section&id=Note%2014.%20Stock-Based%20Compensation) This note describes the company's stock-based award programs, including vesting conditions and compensation expense - Stock-based awards include **time-based only vesting** (equal installments over 3 or 5 years) and **market/time-based vesting with price targets** ($6, $8, $10, $13, $16, $19)[123](index=123&type=chunk)[124](index=124&type=chunk)[127](index=127&type=chunk)[128](index=128&type=chunk) - On October 29, 2020, most outstanding market-based awards were modified, reducing price vesting targets (e.g., **$13 to $6**) and exchanging awards at a **2-for-1 ratio**, leading to **$5.9 million in immediate compensation expense**[126](index=126&type=chunk) Unvested Stock-Based Awards and Unrecognized Compensation Expense | Location | Type of Award | Shares Unvested at Jan 31, 2021 | Unrecognized Compensation Expense at Jan 31, 2021 (in thousands) | | :------- | :------------ | :------------------------------ | :--------------------------------------------------------------- | | U.S. | Time Based Only | 866,953 | $4,321,570 | | U.S. | $6 Market/Time-Based | 580,091 | $3,306,662 | | U.S. | $8 Market/Time-Based | 580,092 | $2,931,121 | | U.S. | $10 Market/Time-Based | 580,106 | $2,593,411 | | U.K. | Time Based Only | 136,685 | $602,123 | | U.K. | $6 Market/Time-Based | 84,591 | $460,006 | | U.K. | $8 Market/Time-Based | 84,591 | $407,212 | | U.K. | $10 Market/Time-Based | 84,602 | $360,018 | | Total | | 3,542,242 | $14,996,911 | - Stock-based compensation expense for the three months ended January 31, 2021, was **$0.7 million**, a decrease from **$1.5 million** in the prior year[132](index=132&type=chunk) [Note 15. Earnings Per Share](index=31&type=section&id=Note%2015.%20Earnings%20Per%20Share) This note explains the calculation of basic and diluted earnings per share, considering participating securities - EPS is calculated using the **two-class method** for participating securities (unvested restricted stock and Series A Preferred Stock)[134](index=134&type=chunk) EPS Calculation Summary (in thousands, except per share amounts) | EPS Calculation (in thousands, except per share amounts) | Three Months Ended Jan 31, 2021 | Three Months Ended Jan 31, 2020 | | :------------------------------------------------------- | :------------------------------ | :------------------------------ | | Net loss attributable to common stockholders | $(12,797) | $(3,219) | | Weighted average shares - basic | 53,146,103 | 52,629,214 | | Weighted average shares - diluted | 53,146,103 | 52,629,214 | | Basic loss per share | $(0.24) | $(0.06) | | Diluted loss per share | $(0.24) | $(0.06) | - Warrants, unvested restricted stock, stock options, and Series A Preferred Stock were excluded from diluted EPS calculation for all periods presented because their inclusion would have been **anti-dilutive**[135](index=135&type=chunk) [Note 16. Segment Reporting](index=32&type=section&id=Note%2016.%20Segment%20Reporting) This note provides financial data segmented by the company's primary business operations, including revenue, EBITDA, and total assets - Reportable segments include **U.S. Concrete Pumping, U.K. Operations** (including Eco-Pan U.K.), **U.S. Concrete Waste Management Services** (Eco-Pan U.S.), and **Corporate**[137](index=137&type=chunk) Revenue by Segment (in thousands) | Revenue by Segment (in thousands) | Three Months Ended Jan 31, 2021 | Three Months Ended Jan 31, 2020 | Change | % Change | | :-------------------------------- | :------------------------------ | :------------------------------ | :----- | :------- | | U.S. Concrete Pumping | $52,316 | $55,105 | $(2,789) | -5.1% | | U.K. Operations | $9,780 | $10,685 | $(905) | -8.5% | | U.S. Concrete Waste Management Services | $8,422 | $8,283 | $139 | 1.7% | | Corporate | $625 | $625 | $- | 0.0% | | Intersegment | $(722) | $(759) | $37 | -4.9% | | Total revenue | $70,421 | $73,939 | $(3,518) | -4.8% | EBITDA by Segment (in thousands) | EBITDA by Segment (in thousands) | Three Months Ended Jan 31, 2021 | Three Months Ended Jan 31, 2020 | Change | | :------------------------------- | :------------------------------ | :------------------------------ | :----- | | U.S. Concrete Pumping | $(104) | $14,862 | $(14,966) | | U.K. Operations | $2,079 | $1,958 | $121 | | U.S. Concrete Waste Management Services | $3,200 | $3,250 | $(50) | | Corporate | $625 | $625 | $- | | Total EBITDA | $5,800 | $20,695 | $(14,895) | Total Assets by Segment (in thousands) | Total Assets by Segment (in thousands) | Jan 31, 2021 | Oct 31, 2020 | Change | | :------------------------------------- | :----------- | :----------- | :----- | | U.S. Concrete Pumping | $561,185 | $570,536 | $(9,351) | | U.K. Operations | $104,241 | $109,726 | $(5,485) | | U.S. Concrete Waste Management Services | $140,715 | $140,209 | $506 | | Corporate | $25,678 | $25,517 | $161 | | Intersegment | $(65,796) | $(72,230) | $6,434 | | Total assets | $766,023 | $773,758 | $(7,735) | [Note 17. Related Party Transaction](index=34&type=section&id=Note%2017.%20Related%20Party%20Transaction) This note details the settlement with Predecessor's shareholders regarding tax refunds from NOL carrybacks - The Company settled with Predecessor's shareholders to pay **$2.0 million of $4.3 million in tax refunds** from NOL carrybacks under the CARES Act[147](index=147&type=chunk) - The majority of the **$2.0 million liability was paid in Q1 fiscal 2021**, with **$0.5 million remaining** as of January 31, 2021, included in accrued expenses and other current liabilities[147](index=147&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=34&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial performance and condition, highlighting key factors affecting revenue, expenses, and liquidity, including the ongoing impact of COVID-19 and recent debt refinancing activities [Cautionary Statement Concerning Forward-Looking Statements](index=35&type=section&id=Cautionary%20Statement%20Concerning%20Forward-Looking%20Statements) This statement advises readers that the report contains forward-looking information subject to risks and uncertainties that may cause actual results to differ - The report contains forward-looking statements identified by terms like "**likely,**" "**may,**" "**will,**" "**expects,**" "**plans,**" "**anticipates,**" "**believes,**" "**estimates,**" "**predicts,**" "**potential,**" or "**continue**"[150](index=150&type=chunk) - These statements involve **known and unknown risks and uncertainties** that may cause actual results to differ materially from those expressed or implied[150](index=150&type=chunk) - The Company undertakes **no obligation to publicly update** any forward-looking statements[150](index=150&type=chunk) [Business Overview](index=35&type=section&id=Business%20Overview) This section identifies the company's primary subsidiaries and their respective business activities in concrete pumping and waste management services - The Company's subsidiaries include **Brundage-Bone Concrete Pumping, Inc. and Capital Pumping** (U.S. concrete pumping), **Camfaud Group Limited** (U.K. concrete pumping), and **Eco-Pan, Inc.** (industrial cleanup and containment services in U.S. and U.K.)[151](index=151&type=chunk)[152](index=152&type=chunk)[153](index=153&type=chunk)[155](index=155&type=chunk) - The Corporate segment primarily handles **intercompany leasing of real estate** to U.S. Concrete Pumping branches[155](index=155&type=chunk) [Impacts of COVID-19](index=36&type=section&id=Impacts%20of%20COVID-19) This section discusses the significant uncertainties and operational adjustments, including impairment charges, resulting from the COVID-19 pandemic - The COVID-19 pandemic has created **significant uncertainty**, impacting the company's business, results of operations, and financial performance[156](index=156&type=chunk) - The company implemented **cost reduction initiatives**, including headcount reductions, modified work schedules, and furloughs[156](index=156&type=chunk) - In Q2 fiscal 2020, non-cash impairment charges of **$43.5 million** for U.S. Concrete Pumping and **$14.4 million** for U.K. Operations goodwill were recorded due to COVID-19's impact on stock price and economic conditions[157](index=157&type=chunk) - The pandemic has primarily impacted **revenue volumes in the U.K. and certain U.S. markets**, with the full extent of future impact remaining highly uncertain[158](index=158&type=chunk) [Notes Offering](index=36&type=section&id=Notes%20Offering) This section details the company's recent private offering of Senior Notes and the amendment of its ABL credit agreement for debt repayment - In January 2021, the Company closed a private offering of **$375.0 million in 6.000% Senior Secured Second Lien Notes due 2026**[159](index=159&type=chunk) - The existing ABL credit agreement was amended and restated, increasing commitments to **$125.0 million** (from $60.0 million)[159](index=159&type=chunk) - The proceeds from the Senior Notes and ABL Facility borrowings were used to **repay all outstanding indebtedness** under the existing term loan agreement[159](index=159&type=chunk) [Results of Operations](index=37&type=section&id=Results%20of%20Operations) This section analyzes the company's financial performance, including revenue, net loss, and general and administrative expenses, for the reporting period Consolidated Results of Operations Summary (in thousands) | Item (in thousands) | Three Months Ended Jan 31, 2021 | Three Months Ended Jan 31, 2020 | Change | | :------------------ | :------------------------------ | :------------------------------ | :----- | | Revenue | $70,421 | $73,939 | $(3,518) | | Net loss | $(12,290) | $(2,746) | $(9,544) | | Loss on extinguishment of debt | $(15,510) | $- | $(15,510) | | General and administrative expenses | $22,388 | $26,607 | $(4,219) | | Interest expense, net | $(6,900) | $(9,503) | $2,603 | Revenue by Segment (in thousands) | Revenue by Segment (in thousands) | Jan 31, 2021 | Jan 31, 2020 | Change | % Change | | :-------------------------------- | :----------- | :----------- | :----- | :------- | | U.S. Concrete Pumping | $52,316 | $55,105 | $(2,789) | -5.1% | | U.K. Operations | $9,780 | $10,685 | $(905) | -8.5% | | U.S. Concrete Waste Management Services | $8,422 | $8,283 | $139 | 1.7% | | Total revenue | $70,421 | $73,939 | $(3,518) | -4.8% | - Gross margin declined by **110 basis points to 42.4%** in Q1 fiscal 2021, from **43.5%** in Q1 fiscal 2020, due to lower revenue volumes and timing of insurance expenses[168](index=168&type=chunk) - G&A expenses decreased by **$4.2 million, or 15.8%**, primarily due to lower amortization of intangible assets (**$1.7 million**), lower stock-based compensation (**$0.8 million**), and cost-containment measures related to COVID-19[170](index=170&type=chunk) [Adjusted EBITDA and Net Income (Loss)](index=41&type=section&id=Adjusted%20EBITDA%20and%20Net%20Income%20(Loss)) This section presents the company's Adjusted EBITDA by segment and discusses the factors influencing changes in profitability Adjusted EBITDA by Segment (in thousands) | Adjusted EBITDA by Segment (in thousands) | Three Months Ended Jan 31, 2021 | Three Months Ended Jan 31, 2020 | Change | % Change | | :---------------------------------------- | :------------------------------ | :------------------------------ | :----- | :------- | | U.S. Concrete Pumping | $15,287 | $16,847 | $(1,560) | -9.3% | | U.K. Operations | $2,746 | $2,612 | $134 | 5.1% | | U.S. Concrete Waste Management Services | $3,700 | $3,750 | $(50) | -1.3% | | Corporate | $625 | $625 | $- | 0.0% | | Total Adjusted EBITDA | $22,358 | $23,834 | $(1,476) | -6.2% | - U.S. Concrete Pumping Adjusted EBITDA decreased by **9.3%** due to lower revenue[176](index=176&type=chunk) - U.K. Operations Adjusted EBITDA increased by **5.1%** due to robust cost-containment measures offsetting revenue decline[177](index=177&type=chunk) [Liquidity and Capital Resources](index=42&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's sources of liquidity, capital structure, and ability to meet future financial obligations - Primary liquidity sources are **cash generated from operations, available cash and cash equivalents, and access to the revolving credit facility** under the ABL Facility[181](index=181&type=chunk) - As of January 31, 2021, total available liquidity was **$118.4 million**, consisting of **$2.3 million in cash and cash equivalents** and **$116.1 million of available borrowing capacity** under the ABL Facility[181](index=181&type=chunk) - The capital structure is primarily a combination of **stockholders' equity, zero-dividend convertible perpetual preferred stock, long-term Senior Notes, and short-term financing** under the ABL Facility[182](index=182&type=chunk) - Management believes existing cash and cash equivalent balances, cash flow from operations, and borrowing capacity under the ABL Facility will be **sufficient to meet working capital and capital expenditure needs for at least the next 12 months**[183](index=183&type=chunk) [Senior Notes and ABL Facility](index=43&type=section&id=Senior%20Notes%20and%20ABL%20Facility) This section provides details on the terms, maturity, interest rates, and covenants of the Senior Notes and ABL Facility - The Senior Notes are for **$375.0 million**, bear **6.000% interest**, mature on **February 1, 2026**, and are **senior secured obligations** guaranteed by the Company and certain subsidiaries[185](index=185&type=chunk) - The ABL Facility provides up to **$125.0 million in borrowing availability** (with a **$75.0 million accordion feature**), matures on **January 28, 2026**, and bears interest at either an **adjusted LIBOR rate or a base rate plus applicable margins**[188](index=188&type=chunk) - Both the Senior Notes and ABL Facility are **secured by company assets** and include **financial and non-financial covenants**, with the company in compliance as of January 31, 2021[185](index=185&type=chunk)[186](index=186&type=chunk)[188](index=188&type=chunk)[189](index=189&type=chunk) [Cash Flows](index=45&type=section&id=Cash%20Flows) This section analyzes the company's cash flows from operating, investing, and financing activities for the reporting period - Net cash provided by operating activities was **$12.6 million** in Q1 fiscal 2021, up from **$1.8 million** in Q1 fiscal 2020, primarily due to non-cash charges (depreciation, amortization, debt extinguishment loss) and a decrease in trade receivables[192](index=192&type=chunk)[194](index=194&type=chunk) - Net cash used in investing activities was **$7.5 million** in Q1 fiscal 2021, mainly for **$9.4 million in property, plant, and equipment purchases**, partially offset by **$1.9 million from asset sales**[193](index=193&type=chunk)[195](index=195&type=chunk) - Net cash used in financing activities was **$9.2 million** in Q1 fiscal 2021, reflecting **$375.0 million in Senior Notes proceeds** and **$80.9 million in revolving loan proceeds**, offset by **$381.2 million in term loan payments** and **$8.5 million in debt issuance costs**[193](index=193&type=chunk)[195](index=195&type=chunk) [Non-GAAP Measures (EBITDA and Adjusted EBITDA)](index=46&type=section&id=Non-GAAP%20Measures%20(EBITDA%20and%20Adjusted%20EBITDA)) This section defines EBITDA and Adjusted EBITDA, explaining their calculation and purpose as non-GAAP financial measures - EBITDA is calculated by adding back **interest expense, income taxes, depreciation, and amortization to GAAP net income**[197](index=197&type=chunk) - Adjusted EBITDA further adds back **transaction expenses, loss on debt extinguishment, stock-based compensation, other income, net, and other adjustments**[197](index=197&type=chunk) - These non-GAAP measures provide useful information for management and investors but have **limitations** and should not be considered in isolation or as a substitute for GAAP measures[197](index=197&type=chunk) Consolidated Non-GAAP Measures (in thousands) | Consolidated Non-GAAP Measures (in thousands) | Three Months Ended Jan 31, 2021 | Three Months Ended Jan 31, 2020 | Change | | :-------------------------------------------- | :------------------------------ | :------------------------------ | :----- | | Net income (loss) | $(12,290) | $(2,746) | $(9,544) | | EBITDA | $5,800 | $20,695 | $(14,895) | | Adjusted EBITDA | $22,358 | $23,834 | $(1,476) | [JOBS Act](index=48&type=section&id=JOBS%20Act) This section explains the company's election to delay the adoption of new accounting standards under the JOBS Act and its implications - The Company has elected to **delay the adoption of new or revised accounting standards** under the JOBS Act[204](index=204&type=chunk) - This election may result in financial statements **not being comparable** to companies that comply with public company effective dates[204](index=204&type=chunk) - A subsequent election to comply with public company effective dates would be **irrevocable**[204](index=204&type=chunk) [Critical Accounting Policies and Estimates](index=49&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section highlights critical accounting policies and estimates, particularly those related to goodwill, intangible assets, and income taxes, which involve subjective judgments - Critical accounting policies involve **subjective and complex judgments**, especially for goodwill and intangible assets and income taxes[206](index=206&type=chunk)[207](index=207&type=chunk)[214](index=214&type=chunk) - Goodwill is evaluated for impairment **annually or more frequently**, using a **two-step process** involving qualitative and quantitative assessments[207](index=207&type=chunk) - Fair value determinations for goodwill and indefinite-lived intangibles are **sensitive to assumptions** about future plans, industry/economic conditions (including COVID-19 duration/severity), projected revenue, discount rates, and market factors[208](index=208&type=chunk)[212](index=212&type=chunk) - Impairment tests use **weighted income (discounted cash flow) and market (guideline public company) approaches**, with a **$57.9 million goodwill and intangibles impairment charge** recorded in Q2 fiscal 2020 due to COVID-19 impacts[209](index=209&type=chunk)[210](index=210&type=chunk)[213](index=213&type=chunk)[214](index=214&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=51&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section states that there are no applicable quantitative and qualitative disclosures about market risk for the company - **Not applicable**[219](index=219&type=chunk) [Item 4. Controls and Procedures](index=51&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, with CEO and CFO participation, concluded that the company's disclosure controls and procedures were effective as of January 31, 2021. There were no material changes in internal control over financial reporting during the first quarter of fiscal 2021 - Management, including the CEO and CFO, concluded that **disclosure controls and procedures were effective** as of January 31, 2021[220](index=220&type=chunk) - **No material changes** in internal control over financial reporting occurred during Q1 fiscal 2021[221](index=221&type=chunk) [Part II. Other Information](index=52&type=section&id=Part%20II.%20Other%20Information) This part includes disclosures on legal proceedings, risk factors, equity sales, defaults, mine safety, and a list of exhibits [Item 1. Legal Proceedings](index=52&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently a party to any material litigation and is unaware of any pending or threatened litigation that could have a material adverse effect on its business, operating results, financial condition, or cash flows - The Company is **not presently a party to any material litigation**[223](index=223&type=chunk) - **No pending or threatened litigation** is known that could have a material adverse effect on the business, operating results, financial condition, or cash flows[223](index=223&type=chunk) [Item 1A. Risk Factors](index=52&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended October 31, 2020 - **No material changes** to Risk Factors previously disclosed in the Annual Report on Form 10-K for the year ended October 31, 2020[224](index=224&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=52&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section indicates that there were no unregistered sales of equity securities or use of proceeds to report - **None**[225](index=225&type=chunk) [Item 3. Defaults Upon Senior Securities](index=52&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section states that there were no defaults upon senior securities - **None**[225](index=225&type=chunk) [Item 4. Mine Safety Disclosures](index=52&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section indicates that mine safety disclosures are not applicable to the company - **Not Applicable**[225](index=225&type=chunk) [Item 5. Other Information](index=52&type=section&id=Item%205.%20Other%20Information) This section states that there is no other information to report - **None**[225](index=225&type=chunk) [Item 6. Exhibits](index=53&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including the Indenture for the Senior Notes, the Amended and Restated ABL Credit Agreement, and certifications from the CEO and CFO - Exhibits include the **Indenture for the 6.000% Senior Secured Second Lien Notes due 2026** and the **Amended and Restated ABL Credit Agreement**, both dated January 28, 2021[227](index=227&type=chunk) - Certifications from the **Chief Executive Officer and Chief Financial Officer** (Rule 13a-14(a)/15d-14(a) and 18 U.S.C. Section 1350) are also filed[227](index=227&type=chunk) [Signatures](index=54&type=section&id=Signatures) This section confirms the official signing of the report by the company's Chief Financial Officer and Secretary - The report is signed by **Iain Humphries, Chief Financial Officer and Secretary**, on behalf of Concrete Pumping Holdings, Inc[228](index=228&type=chunk) - The report is dated **March 11, 2021**[228](index=228&type=chunk)

Concrete Pumping Holdings, Inc. (NASDAQ:BBCP) Q4 2020 Earnings Conference Call January 12, 2021 5:00 PM ET Company Participants Cody Slach - External Director of Investor Relations Bruce Young - CEO Iain Humphries - CFO Conference Call Participants Tim Mulrooney - William Blair Andrew Wittmann - Robert W. Baird Steven Fisher - UBS Brent Thielman - D.A. Davidson Stanley Elliott - Stifel Alex Rygiel - B. Riley FBR Operator Good afternoon, everyone. And thank you for participating in today's conference call to ...

Cautionary Statement Concerning Forward-Looking Statements and Risk Factors Summary [Cautionary Statement](index=3&type=section&id=Cautionary%20Statement) This section highlights that the Annual Report contains forward-looking statements regarding the company's business, financial condition, results of operations, cash flows, strategies, and the potential impact of the COVID-19 pandemic, emphasizing that these statements are based on current expectations but involve known and unknown risks and uncertainties that could cause actual results to differ materially - The report contains forward-looking statements about business, financial condition, results of operations, cash flows, strategies, and COVID-19 impact[10](index=10&type=chunk) - Forward-looking statements are based on current expectations but involve known and unknown risks and uncertainties that may cause actual results to differ materially[10](index=10&type=chunk)[11](index=11&type=chunk) [Risk Factors Summary](index=4&type=section&id=Risk%20Factors%20Summary) This section provides a summary of principal risks, including the adverse effects of the COVID-19 pandemic on business and markets, general economic and business conditions affecting construction demand, the company's ability to implement strategy and integrate acquisitions, governmental regulations, seasonal weather, cyclical markets, supplier relationships, key personnel retention, credit market volatility, litigation, substantial indebtedness, and currency fluctuations - Key risks include the adverse effects of the COVID-19 pandemic on business, economy, and markets served[12](index=12&type=chunk) - General economic and business conditions, including demand for commercial, infrastructure, and residential construction, pose a significant risk[12](index=12&type=chunk) - Risks also involve the company's ability to implement operating strategy, identify and integrate acquisitions, and manage governmental requirements and initiatives[12](index=12&type=chunk) - Other risks include seasonal and inclement weather, cyclical real estate and construction markets, maintaining supplier relationships, retaining key personnel, credit market disruptions, litigation, substantial indebtedness, and currency fluctuations[12](index=12&type=chunk) PART I [Item 1. Business](index=4&type=section&id=Item%201.%20Business) Concrete Pumping Holdings, Inc. (CPH) is a leading provider of concrete pumping and waste management services in the U.S. and U.K., operating under brands like Brundage-Bone, Camfaud, and Eco-Pan, emphasizing its large fleet, skilled operators, and focus on commercial and infrastructure projects with significant market share in both regions, operating through four segments: U.S. Concrete Pumping, U.S. Concrete Waste Management Services, U.K. Operations, and Corporate - CPH is a leading provider of concrete pumping and concrete waste management services in the U.S. and U.K., operating under established national brands[15](index=15&type=chunk)[16](index=16&type=chunk) - The company's services offer labor cost savings, shortened placement times, enhanced safety, and efficient waste containment[17](index=17&type=chunk) - As of October 31, 2020, CPH operated a fleet of approximately **1,200** units, with **1,300** employees and **140** global locations[17](index=17&type=chunk) Market Share (as of October 31, 2020) | Region | Market Share (based on fleet size) | | :----- | :--------------------------------- | | U.S. | Approximately 13% | | U.K. | Approximately 34% | Revenue Contribution by Segment (Year Ended October 31, 2020) | Segment | % of Total Revenue | | :-------------------------------- | :----------------- | | U.S. Concrete Pumping | 75% | | U.S. Concrete Waste Management Services | 12% | | U.K. Operations | 13% | - The concrete pumping industry is highly fragmented, with CPH being the only nationally-scaled provider in the U.S. and U.K. for concrete pumping, and a leading operator of scale in concrete waste management[18](index=18&type=chunk)[25](index=25&type=chunk)[26](index=26&type=chunk) - The fleet consists of approximately **770** boom pumps, **80** placing booms, **20** telebelts, **240** stationary pumps, and **80** waste management trucks, with an average age of **9** years and useful lives of **20-25** years[27](index=27&type=chunk) - The company serves over **14,000** customers with a **92%** retention rate for its top **500** customers and **100%** for its top **100** customers, with the top ten customers representing less than **10%** of total revenue[28](index=28&type=chunk) - CPH employs approximately **1,300** individuals, including **900** skilled operators and mechanics, and maintains a comprehensive safety program with a Total Recordable Incident Rate (TRIR) significantly better than industry averages[31](index=31&type=chunk)[33](index=33&type=chunk) [Item 1A. Risk Factors](index=7&type=section&id=Item%201A.%20Risk%20Factors) This section details various risks that could materially affect the company's business, financial condition, and results of operations, including significant impacts from the COVID-19 pandemic, the cyclical nature of the construction industry, seasonality and adverse weather, competitive pressures, dependence on key suppliers, risks associated with an aging fleet, and potential increases in equipment costs, as well as risks related to acquisitions, IT system disruptions, liability claims, environmental regulations, and compliance with various laws and regulations, including those related to its status as an emerging growth company - The COVID-19 pandemic has caused and may continue to cause decreases in contractor availability, increased costs, construction halts, and declines in demand, materially impacting financial performance[37](index=37&type=chunk)[38](index=38&type=chunk)[39](index=39&type=chunk)[40](index=40&type=chunk) - The business is cyclical and highly dependent on commercial, infrastructure, and residential construction markets; a slowdown in economic recovery or decreased activity could adversely affect revenues and operating results[41](index=41&type=chunk)[42](index=42&type=chunk) - Seasonal weather patterns and adverse weather conditions significantly impact outdoor construction activities, leading to reduced demand and operational inefficiencies[43](index=43&type=chunk) - The concrete pumping industry is highly competitive and fragmented; increased competition or price decreases could negatively affect revenue, profitability, and cash flow[46](index=46&type=chunk) - Dependence on a small group of key equipment manufacturers poses supply shortage risks and potential for increased maintenance costs as the fleet ages[47](index=47&type=chunk)[49](index=49&type=chunk)[51](index=51&type=chunk) - Acquisitions and expansions into new markets carry risks of significant transaction expenses, integration difficulties, and potential for substantial indebtedness and goodwill impairment[63](index=63&type=chunk)[64](index=64&type=chunk)[65](index=65&type=chunk) - The company is exposed to liability claims (personal injury, property damage, workers' compensation) that may exceed insurance coverage, and disruptions in IT systems could affect operations and customer relationships[69](index=69&type=chunk)[70](index=70&type=chunk)[66](index=66&type=chunk)[67](index=67&type=chunk) - Compliance with numerous federal, state, and local environmental and safety regulations, as well as government contract provisions, can increase costs and lead to penalties for non-compliance[73](index=73&type=chunk)[74](index=74&type=chunk)[75](index=75&type=chunk)[76](index=76&type=chunk) - As an 'emerging growth company' under the JOBS Act, the company benefits from certain exemptions but may face challenges in investor attractiveness and comparability of financial statements due to delayed adoption of accounting standards[81](index=81&type=chunk)[82](index=82&type=chunk)[83](index=83&type=chunk) - Brexit could adversely affect business activity, economic and market conditions in the U.K., and global financial and foreign exchange markets, impacting the value of U.K. assets and financial results[85](index=85&type=chunk) - Favorable employee relations are crucial; deterioration, labor shortages, or increased labor costs could disrupt services and adversely affect financial results, particularly with unionized employees and multiemployer pension plans[88](index=88&type=chunk)[89](index=89&type=chunk)[94](index=94&type=chunk)[95](index=95&type=chunk) - The company's substantial indebtedness (**$382.9 million** outstanding as of October 31, 2020) increases vulnerability to adverse economic conditions, limits cash flow for operations, and restricts additional financing[101](index=101&type=chunk)[102](index=102&type=chunk)[103](index=103&type=chunk) - Variable interest rates tied to LIBOR expose the company to interest rate changes and uncertainty regarding LIBOR's future, potentially increasing interest expense[104](index=104&type=chunk) - Thinly traded common stock and potential future sales by existing stockholders could lead to significant price volatility and dilution[110](index=110&type=chunk)[113](index=113&type=chunk)[114](index=114&type=chunk)[115](index=115&type=chunk) [Item 1B. Unresolved Staff Comments](index=14&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reported no unresolved staff comments from the SEC - There are no unresolved staff comments[127](index=127&type=chunk) [Item 2. Properties](index=21&type=section&id=Item%202.%20Properties) The company's corporate office is in Thornton, Colorado, and it operates from approximately 90 locations in 22 U.S. states and 30 locations in the U.K. As of October 31, 2020, 16 U.S. locations are owned, while all other U.S. and U.K. locations are leased, with properties deemed suitable for current operating needs - Corporate office is in Thornton, CO, leasing **13,415** square feet[127](index=127&type=chunk) - Operates from approximately **90** locations in **22** U.S. states and **30** locations in the U.K. as of October 31, 2020[127](index=127&type=chunk) - **16** U.S. locations are owned; all other U.S. and U.K. locations are leased[127](index=127&type=chunk) [Item 3. Legal Proceedings](index=21&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in routine legal proceedings but does not believe any current litigation will have a material impact on its financial statements, operating results, financial condition, or cash flows - The company is involved in ordinary course legal proceedings[128](index=128&type=chunk) - Management believes current legal matters will not materially impact financial statements, operating results, financial condition, or cash flows[128](index=128&type=chunk) [Item 4. Mine Safety Disclosures](index=21&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Mine Safety Disclosures are not applicable[128](index=128&type=chunk) PART II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=21&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock is listed on Nasdaq under 'BBCP', and public warrants are quoted on the OTC Pink marketplace under 'BBCPW'; as of October 31, 2020, there were 40 holders of record for common stock, and the company has not paid cash dividends, intending to retain earnings for business operations without anticipating future dividends - Common stock is listed on Nasdaq under 'BBCP'; public warrants are on OTC Pink under 'BBCPW'[130](index=130&type=chunk) - As of October 31, 2020, there were **40** holders of record for common stock[130](index=130&type=chunk) - The company has not paid cash dividends and plans to retain earnings for business operations, not anticipating future dividends[131](index=131&type=chunk) [Item 6. Selected Financial Data](index=21&type=section&id=Item%206.%20Selected%20Financial%20Data) As a smaller reporting company, Concrete Pumping Holdings, Inc. is not required to provide the information typically mandated for this item - As a smaller reporting company, the registrant is not required to provide selected financial data[132](index=132&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides a detailed analysis of the company's financial condition and results of operations, distinguishing between 'Predecessor' and 'Successor' periods due to a business combination, covering the impact of COVID-19, a 7.5% revenue improvement year-over-year driven by acquisitions and organic growth, and a higher net loss primarily due to goodwill and intangible impairment charges, also including segment-specific performance, gross margin, general and administrative expenses, interest expense, and a reconciliation of non-GAAP Adjusted EBITDA - The financial results are presented for 'Predecessor' (before Dec 6, 2018) and 'Successor' (after Dec 6, 2018) periods due to a business combination[144](index=144&type=chunk)[145](index=145&type=chunk) - The COVID-19 pandemic led to short-term cost reductions, modified work schedules, furloughs, and construction site shutdowns, particularly impacting Seattle and U.K. markets[140](index=140&type=chunk)[141](index=141&type=chunk) - A sustained decline in stock price and economic deterioration due to COVID-19 triggered goodwill and intangibles impairment charges totaling **$57.9 million** in fiscal 2020[142](index=142&type=chunk)[148](index=148&type=chunk) Key Financial Highlights (Year Ended October 31) | Metric | FY2020 (Successor) | FY2019 (S/P Combined) | Change ($M) | Change (%) | | :---------------------------------------- | :----------------- | :-------------------- | :---------- | :--------- | | Revenue | $304,301 | $282,961 | $21,340 | 7.5% | | Net Loss | $(60,990) | $(32,487) | $(28,503) | 87.7% | | Gross Margin | 45.1% | 44.3% | 0.8% | | | General & Administrative Expenses | $111,087 | $96,850 | $14,237 | 14.7% | | Goodwill & Intangibles Impairment | $57,944 | $0 | $57,944 | N/A | | Interest Expense, Net | $(34,408) | $(36,524) | $2,116 | -5.8% | | Income Tax Benefit | $(4,977) | $(7,495) | $2,518 | -33.6% | | Adjusted EBITDA | $107,301 | $95,494 | $11,807 | 12.4% | [Business Overview](index=22&type=section&id=Business%20Overview%20(MD%26A)) This section reiterates the company's core business as a Delaware corporation headquartered in Thornton, Colorado, providing concrete pumping and waste management services through its subsidiaries Brundage-Bone, Capital, Camfaud, and Eco-Pan, highlighting the acquisition of Capital Pumping in May 2019, which expanded its Texas footprint, and the start of Eco-Pan operations in the U.K. in fiscal 2019 - CPH is a Delaware corporation providing concrete pumping and waste management services via Brundage-Bone, Capital, Camfaud, and Eco-Pan[134](index=134&type=chunk) - Acquired Capital Pumping in May 2019 for **$129.2 million**, significantly expanding its Texas operations[136](index=136&type=chunk) - Started concrete waste management operations under the Eco-Pan brand in the U.K. during the third quarter of fiscal 2019[138](index=138&type=chunk) [Impacts of COVID-19](index=23&type=section&id=Impacts%20of%20COVID-19%20(MD%26A)) The COVID-19 pandemic significantly impacted the company's operations, leading to short-term cost reductions, modified work schedules, and furloughs, with construction site shutdowns in Seattle and the U.K. negatively affecting operations, and the pandemic-driven decline in stock price necessitating a $57.9 million goodwill and intangibles impairment charge in fiscal 2020, with the future impact remaining highly uncertain, dependent on the pandemic's duration, containment measures, and economic recovery efforts - COVID-19 led to short-term cost reductions, modified work schedules, and furloughs[141](index=141&type=chunk) - Operations in Seattle and U.K. markets were negatively impacted by COVID-19-imposed construction site shutdowns in fiscal 2020[141](index=141&type=chunk) - A **$57.9 million** goodwill and intangibles impairment charge was recorded in fiscal 2020 due to the pandemic's impact on stock price and economic conditions[142](index=142&type=chunk) - The future impact of COVID-19 on business, financial condition, and results of operations remains highly uncertain[143](index=143&type=chunk) [Results of Operations](index=23&type=section&id=Results%20of%20Operations%20(MD%26A)) For the twelve months ended October 31, 2020, the company reported a net loss of $61.0 million, an increase of $28.5 million year-over-year, primarily due to $57.9 million in goodwill and intangible impairment charges; despite this, revenue improved by 7.5% to $304.3 million, driven by the Capital acquisition and strong growth in U.S. Concrete Waste Management Services, partially offset by a decline in U.K. Operations, with gross margin increasing by 80 basis points to 45.1%, while G&A expenses rose due to stock-based compensation and a settlement charge Net Loss and Revenue (Year Ended October 31) | Metric | FY2020 (Successor) | FY2019 (S/P Combined) | Change ($M) | | :------- | :----------------- | :-------------------- | :---------- | | Net Loss | $(60,990) | $(32,487) | $(28,503) | | Revenue | $304,301 | $282,961 | $21,340 | - The higher net loss was primarily due to **$57.9 million** in goodwill and intangible impairment charges[148](index=148&type=chunk) - Revenue improvement was driven by the Capital acquisition, modest organic growth in U.S. Concrete Pumping, and **18.0% growth** in U.S. Concrete Waste Management Services[148](index=148&type=chunk) - U.K. Operations revenue declined by **20.4%** due to COVID-19 construction site shutdowns[148](index=148&type=chunk) Revenue by Segment (Year Ended October 31) | Segment | FY2020 ($K) | FY2019 (S/P Combined) ($K) | Change ($K) | Change (%) | | :-------------------------------- | :---------- | :------------------------- | :---------- | :--------- | | U.S. Concrete Pumping | $229,740 | $203,690 | $26,050 | 12.8% | | U.K. Operations | $39,145 | $49,164 | $(10,019) | -20.4% | | U.S. Concrete Waste Management Services | $35,890 | $30,407 | $5,483 | 18.0% | | Corporate | $2,500 | $2,500 | $0 | 0.0% | | Intersegment | $(2,974) | $(2,800) | $(174) | 6.2% | | **Total Revenue** | **$304,301**| **$282,961** | **$21,340** | **7.5%** | - Gross margin increased by **80 basis points to 45.1%** in fiscal 2020, driven by Capital's contribution and favorable fuel pricing[157](index=157&type=chunk) - General and administrative expenses increased by **$14.2 million** to **$111.1 million**, primarily due to a **$7.8 million** increase in stock-based compensation and a **$2.0 million** settlement charge[158](index=158&type=chunk) - Interest expense, net, decreased by **$2.1 million** to **$34.4 million** due to lower average debt balances and variable interest rates[161](index=161&type=chunk) Adjusted EBITDA by Segment (Year Ended October 31) | Segment | FY2020 ($K) | FY2019 (S/P Combined) ($K) | Change ($K) | Change (%) | | :-------------------------------- | :---------- | :------------------------- | :---------- | :--------- | | U.S. Concrete Pumping | $74,886 | $62,821 | $12,065 | 19.2% | | U.K. Operations | $12,228 | $15,694 | $(3,466) | -22.1% | | U.S. Concrete Waste Management Services | $17,686 | $14,177 | $3,509 | 24.8% | | Corporate | $2,501 | $2,802 | $(301) | -10.7% | | **Total Adjusted EBITDA** | **$107,301**| **$95,494** | **$11,807** | **12.4%** | [Liquidity and Capital Resources](index=27&type=section&id=Liquidity%20and%20Capital%20Resources%20(MD%26A)) The company's primary liquidity sources are cash from operations, cash equivalents, and its $60.0 million Asset-Based Lending (ABL) Credit Agreement; as of October 31, 2020, total available liquidity was $59.3 million, with the capital structure including stockholders' equity, zero-dividend convertible perpetual preferred stock, and long-term debt under a Term Loan Agreement and the ABL Credit Agreement, believing current liquidity is sufficient for the next 12 months, but future capital needs may require additional financing, with cash flows from operations at $79.0 million in fiscal 2020, while investing activities used $35.9 million and financing activities used $43.9 million - Primary liquidity sources are cash from operations, cash equivalents, and a **$60.0 million** ABL Credit Agreement[169](index=169&type=chunk) Available Liquidity (as of October 31, 2020) | Metric | Amount ($M) | | :--------------------------- | :---------- | | Cash and Cash Equivalents | $6.7 | | Available ABL Borrowing Capacity | $52.6 | | **Total Available Liquidity**| **$59.3** | - The capital structure includes stockholders' equity, zero-dividend convertible perpetual preferred stock, and long-term debt (Term Loan Agreement and ABL Credit Agreement)[170](index=170&type=chunk) - Outstanding balance under the Term Loan Agreement was **$381.2 million** as of October 31, 2020, with annual principal amortization payments of **5.00%** of the original amount[174](index=174&type=chunk)[175](index=175&type=chunk) - Outstanding balance under the ABL Credit Agreement was **$1.7 million** as of October 31, 2020[178](index=178&type=chunk) Cash Flow Summary (Year Ended October 31, 2020) | Activity | Amount ($M) | | :------------------------ | :---------- | | Net Cash Provided by Operating Activities | $79.0 | | Net Cash Used in Investing Activities | $(35.9) | | Net Cash Used in Financing Activities | $(43.9) | [Critical Accounting Policies and Estimates](index=33&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates%20(MD%26A)) This section outlines critical accounting policies and estimates that require significant judgment, including goodwill and intangible assets, income taxes, and stock-based compensation, with goodwill and indefinite-lived intangible assets evaluated for impairment annually or more frequently if triggering events occur, using discounted cash flow and market approaches, income tax provisions involving evaluating uncertainties in tax laws, and deferred tax assets assessed for realizability, and stock-based compensation expense measured at fair value, with market-conditioned awards valued using a Monte Carlo simulation model - Goodwill and intangible assets are evaluated for impairment annually or more frequently if triggering events occur, using qualitative and quantitative assessments (DCF and market approaches)[198](index=198&type=chunk)[199](index=199&type=chunk)[201](index=201&type=chunk) - Fair value determinations for goodwill and intangibles are sensitive to assumptions about future operating performance, economic conditions (including COVID-119 impact), and discount rates[199](index=199&type=chunk)[202](index=202&type=chunk)[203](index=203&type=chunk) - Income tax provision requires significant judgment in evaluating complex tax laws and assessing the realizability of deferred tax assets[205](index=205&type=chunk)[206](index=206&type=chunk)[268](index=268&type=chunk) - Stock-based compensation expense is measured at fair value; market-conditioned awards are valued using a Monte Carlo simulation model, requiring significant judgment for expected volatility[207](index=207&type=chunk) [JOBS Act](index=32&type=section&id=JOBS%20Act%20(MD%26A)) As an emerging growth company, the company has elected to delay the adoption of new or revised accounting standards, which may affect the comparability of its financial statements with other public companies, and this election is irrevocable - As an emerging growth company, the company has elected to delay the adoption of new or revised accounting standards[195](index=195&type=chunk) - This election may make financial statements not comparable to companies complying with public company effective dates[195](index=195&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=34&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Concrete Pumping Holdings, Inc. is not required to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company, the registrant is not required to provide quantitative and qualitative disclosures about market risk[209](index=209&type=chunk) PART III [Item 10. Directors, Executive Officers and Corporate Governance](index=79&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information regarding directors, executive officers, Section 16(a) filings, and corporate governance is incorporated by reference from the company's definitive proxy statement, and the company has adopted a Code of Business Conduct and Ethics, available on its investor relations website - Information on directors, executive officers, and corporate governance is incorporated by reference from the Proxy Statement[4](index=4&type=chunk)[7](index=7&type=chunk)[425](index=425&type=chunk) - The company has adopted a Code of Business Conduct and Ethics, available on its investor relations website[36](index=36&type=chunk)[426](index=426&type=chunk) [Item 11. Executive Compensation](index=79&type=section&id=Item%2011.%20Executive%20Compensation) Information on executive compensation is omitted from this report and will be incorporated by reference from the company's definitive proxy statement - Executive compensation information is incorporated by reference from the Proxy Statement[7](index=7&type=chunk)[427](index=427&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=79&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information regarding security ownership of certain beneficial owners and management, as well as related stockholder matters, is omitted from this report and will be incorporated by reference from the company's definitive proxy statement - Security ownership information is incorporated by reference from the Proxy Statement[7](index=7&type=chunk)[427](index=427&type=chunk) [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=79&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information concerning certain relationships and related transactions, and director independence, is omitted from this report and will be incorporated by reference from the company's definitive proxy statement - Information on related party transactions and director independence is incorporated by reference from the Proxy Statement[7](index=7&type=chunk)[427](index=427&type=chunk) [Item 14. Principal Accountant Fees and Services](index=79&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information regarding principal accountant fees and services is omitted from this report and will be incorporated by reference from the company's definitive proxy statement - Principal accountant fees and services information is incorporated by reference from the Proxy Statement[7](index=7&type=chunk)[427](index=427&type=chunk) PART IV [Item 15. Exhibits, Financial Statement Schedules](index=80&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists the financial statements and schedules included in the Annual Report, along with a comprehensive list of exhibits filed herewith or incorporated by reference, confirming that audited consolidated financial statements are provided under Item 8 and other schedules are omitted if not applicable or already presented - Audited consolidated financial statements are included under Item 8 of this Annual Report[428](index=428&type=chunk) - Other schedules are omitted as they are not applicable or the required information is set forth in the consolidated financial statements or notes thereto[428](index=428&type=chunk) - A comprehensive list of exhibits, including merger agreements, credit agreements, and incentive plans, is provided[429](index=429&type=chunk)[430](index=430&type=chunk)[431](index=431&type=chunk)[432](index=432&type=chunk) [Item 16. Form 10-K Summary](index=82&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company does not provide a Form 10-K summary - No Form 10-K Summary is provided[433](index=433&type=chunk) SIGNATURES [Signatures and Power of Attorney](index=82&type=section&id=Signatures%20and%20Power%20of%20Attorney) This section includes the required signatures of the registrant's authorized officers and directors, confirming the filing of the Annual Report on Form 10-K, and also contains a Power of Attorney, granting specific individuals the authority to sign and file amendments to the report on behalf of the undersigned - The report is signed by authorized officers and directors of Concrete Pumping Holdings, Inc[434](index=434&type=chunk)[438](index=438&type=chunk) - A Power of Attorney is granted to Bruce Young and Iain Humphries to sign and file amendments to the Annual Report on Form 10-K[435](index=435&type=chunk)[436](index=436&type=chunk) Item 8. Consolidated Financial Statements [Report of Independent Registered Public Accounting Firm](index=35&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) BDO USA, LLP, as the independent registered public accounting firm, provided an unqualified opinion on the consolidated financial statements of Concrete Pumping Holdings, Inc. for the periods ended October 31, 2020 and 2019 (Successor), and November 1, 2018 through December 5, 2018 (Predecessor), stating they are presented fairly in all material respects in conformity with GAAP, also noting that it was not required to audit internal control over financial reporting as the company is an emerging growth company - BDO USA, LLP issued an unqualified opinion on the consolidated financial statements[211](index=211&type=chunk) - The financial statements present fairly the financial position, results of operations, and cash flows in conformity with GAAP[211](index=211&type=chunk) - The audit did not include an opinion on the effectiveness of internal control over financial reporting, as the company is an emerging growth company[213](index=213&type=chunk) [Consolidated Balance Sheets](index=36&type=section&id=Consolidated%20Balance%20Sheets) The consolidated balance sheets show a decrease in total assets from $871.4 million in 2019 to $773.8 million in 2020, primarily due to goodwill and intangibles impairment charges, with total liabilities also decreasing from $522.6 million to $474.6 million, while total stockholders' equity decreased from $323.8 million to $274.1 million Consolidated Balance Sheet Summary (as of October 31, $K) | Metric | 2020 | 2019 | | :------------------------- | :-------- | :-------- | | Total Assets | $773,758 | $871,365 | | Total Current Assets | $60,005 | $62,759 | | Property, Plant & Equipment, Net | $304,254 | $307,415 | | Intangible Assets, Net | $183,839 | $222,293 | | Goodwill | $223,154 | $276,088 | | Total Liabilities | $474,617 | $522,550 | | Total Stockholders' Equity | $274,141 | $323,815 | - Total assets decreased by **$97.6 million**, primarily due to **$57.9 million** in goodwill and intangibles impairment charges[151](index=151&type=chunk)[217](index=217&type=chunk) - Total liabilities decreased by **$47.9 million**, and total stockholders' equity decreased by **$49.7 million**[217](index=217&type=chunk)[218](index=218&type=chunk) [Consolidated Statements of Operations](index=37&type=section&id=Consolidated%20Statements%20of%20Operations) The consolidated statements of operations show a net loss of $61.0 million for the year ended October 31, 2020, compared to a net loss of $9.9 million for the Successor period in 2019, with revenue increasing to $304.3 million in 2020, and the significant loss in 2020 driven by $57.9 million in goodwill and intangibles impairment charges Consolidated Statements of Operations Summary (Year Ended October 31, $K) | Metric | FY2020 (Successor) | FY2019 (Successor) | FY2019 (Predecessor) | | :---------------------------------------- | :----------------- | :----------------- | :------------------- | | Revenue | $304,301 | $258,565 | $24,396 | | Gross Profit | $137,303 | $115,053 | $10,369 | | General and Administrative Expenses | $111,087 | $91,914 | $4,936 | | Goodwill and Intangibles Impairment | $57,944 | $0 | $0 | | Loss from Operations | $(31,728) | $21,618 | $(8,734) | | Interest Expense, Net | $(34,408) | $(34,880) | $(1,644) | | Net Loss | $(60,990) | $(9,912) | $(22,575) | | Loss available to common shareholders | $(62,920) | $(11,535) | $(22,701) | | Basic Loss per Common Share | $(1.19) | $(0.28) | $(3.00) | - Net loss for FY2020 was **$61.0 million**, significantly higher than the **$9.9 million** net loss in the Successor period of FY2019, primarily due to impairment charges[222](index=222&type=chunk) - Revenue increased to **$304.3 million** in FY2020 from **$258.6 million** in the Successor period of FY2019[222](index=222&type=chunk) [Consolidated Statements of Comprehensive Income](index=37&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income) The consolidated statements of comprehensive income show a total comprehensive loss of $61.0 million for the year ended October 31, 2020, which includes the net loss and a foreign currency translation adjustment of $(7) thousand, comparing to a total comprehensive loss of $10.5 million for the Successor period in 2019 Consolidated Statements of Comprehensive Loss Summary (Year Ended October 31, $K) | Metric | FY2020 (Successor) | FY2019 (Successor) | FY2019 (Predecessor) | | :------------------------------------ | :----------------- | :----------------- | :------------------- | | Net Loss | $(60,990) | $(9,912) | $(22,575) | | Foreign Currency Translation Adjustment | $(7) | $(599) | $(674) | | **Total Comprehensive Loss** | **$(60,997)** | **$(10,511)** | **$(23,249)** | - Total comprehensive loss for FY2020 was **$(60.997) million**, primarily driven by the net loss[225](index=225&type=chunk) [Consolidated Statements of Changes in Stockholders' Equity](index=38&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Stockholders%27%20Equity) The consolidated statements of changes in stockholders' equity reflect the impact of the Business Combination in December 2018, including the redemption and issuance of common stock; for the year ended October 31, 2020, total stockholders' equity decreased from $323.8 million to $274.1 million, primarily due to the net loss of $61.0 million, partially offset by stock-based compensation expense - Total stockholders' equity decreased from **$323.8 million** at October 31, 2019, to **$274.1 million** at October 31, 2020[218](index=218&type=chunk)[229](index=229&type=chunk) - The decrease was primarily driven by the net loss of **$(60.990) million**, partially offset by **$11.454 million** in stock-based compensation expense[229](index=229&type=chunk) - The Business Combination in December 2018 involved redemption of Class A common stock (**$231.4 million**) and issuance of common stock (**$96.9 million** and **$164.9 million** for rollover equity)[228](index=228&type=chunk)[363](index=363&type=chunk) [Consolidated Statements of Cash Flows](index=39&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For the year ended October 31, 2020, net cash provided by operating activities was $79.0 million, driven by non-cash charges like goodwill impairment and depreciation; net cash used in investing activities was $35.9 million, mainly for property, plant, and equipment purchases; net cash used in financing activities was $43.9 million, primarily due to net payments on revolving and term loans Consolidated Statements of Cash Flows Summary (Year Ended October 31, $K) | Cash Flow Activity | FY2020 (Successor) | FY2019 (Successor) | FY2019 (Predecessor) | | :-------------------------------- | :----------------- | :----------------- | :------------------- | | Net Cash Provided by Operating Activities | $78,970 | $22,777 | $7,916 | | Net Cash Used in Investing Activities | $(35,853) | $(375,100) | $(139) | | Net Cash Provided by (Used in) Financing Activities | $(43,928) | $361,629 | $(15,370) | | Net Increase (Decrease) in Cash and Cash Equivalents | $(737) | $7,469 | $(7,663) | | Cash and Cash Equivalents, End of Period | $6,736 | $7,473 | $958 | - Operating cash flow of **$79.0 million** in FY2020 was positively impacted by significant non-cash charges, including **$57.9 million** goodwill and intangibles impairment[180](index=180&type=chunk) - Investing activities in FY2020 primarily involved **$39.3 million** for property, plant, and equipment purchases, partially offset by **$3.5 million** from sales[181](index=181&type=chunk) - Financing activities in FY2020 included **$21.7 million** in net payments on the ABL Credit Agreement and **$20.9 million** on the Term Loan Agreement[181](index=181&type=chunk) [Notes to Consolidated Financial Statements](index=41&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes provide detailed information on the company's organization, significant accounting policies, business combinations, fair value measurements, and various financial statement components, with key disclosures including the impact of COVID-19 on operations and impairment, the accounting treatment for the Business Combination, and details on goodwill, intangible assets, long-term debt, equity, and stock-based compensation, also covering segment reporting and related-party transactions - The notes detail the company's organization, nature of business, and the impact of COVID-19 on operations, including construction site shutdowns and a **$57.9 million** goodwill and intangibles impairment[238](index=238&type=chunk)[243](index=243&type=chunk)[245](index=245&type=chunk) - The Business Combination (December 2018) and Capital acquisition (May 2019) were accounted for using the acquisition method, resulting in a new basis of accounting for the Successor entity[239](index=239&type=chunk)[248](index=248&type=chunk)[286](index=286&type=chunk)[289](index=289&type=chunk) - Goodwill and intangible assets were subject to impairment testing in fiscal 2020, resulting in charges of **$5.0 million** for the Brundage-Bone trade name and **$38.5 million** for U.S. Concrete Pumping and **$14.4 million** for U.K. Operations reporting units[308](index=308&type=chunk)[309](index=309&type=chunk)[310](index=310&type=chunk) - Long-term debt includes a Term Loan Agreement (**$381.2 million** outstanding) and an ABL Credit Agreement (**$1.7 million** outstanding) as of October 31, 2020, with the company in compliance with all covenants[175](index=175&type=chunk)[178](index=178&type=chunk)[319](index=319&type=chunk)[322](index=322&type=chunk) - Stockholders' equity changes reflect the net loss, stock-based compensation, and the warrant exchange in April 2019, which resulted in a **$5.2 million** loss on repurchase of warrants[229](index=229&type=chunk)[369](index=369&type=chunk) - Stock-based compensation awards were modified in October 2020, leading to a **$5.9 million** immediate compensation expense[373](index=373&type=chunk) - The company recorded an income tax benefit of **$5.0 million** in FY2020, impacted by non-deductible goodwill impairment, CARES Act NOL carrybacks, and a U.K. corporate tax rate increase[163](index=163&type=chunk)[341](index=341&type=chunk)[351](index=351&type=chunk)[353](index=353&type=chunk) - Segment reporting details revenue, income (loss) before income taxes, and EBITDA for U.S. Concrete Pumping, U.K. Operations, U.S. Concrete Waste Management Services, and Corporate segments[403](index=403&type=chunk)[404](index=404&type=chunk)[405](index=405&type=chunk)[406](index=406&type=chunk) [Note 1. Organization and Description of Business](index=41&type=section&id=Note%201.%20Organization%20and%20Description%20of%20Business) This note describes Concrete Pumping Holdings, Inc. as a Delaware corporation, detailing its subsidiaries (Brundage-Bone, Capital, Camfaud, Eco-Pan) and the Business Combination on December 6, 2018, outlining the company's core concrete pumping and waste management services in the U.S. and U.K., noting the seasonality of sales, and discussing the significant impacts of the COVID-19 pandemic on operations, including cost reductions, site shutdowns, and a goodwill impairment trigger - Concrete Pumping Holdings, Inc. is a Delaware corporation, with subsidiaries including Brundage-Bone, Capital, Camfaud, and Eco-Pan[238](index=238&type=chunk) - The company provides concrete pumping services in the U.S. and U.K. and industrial cleanup/containment services (Eco-Pan) in the U.S[240](index=240&type=chunk)[241](index=241&type=chunk) - Sales are historically seasonal, with lower revenue in the first quarter and higher in the fourth quarter[242](index=242&type=chunk) - COVID-19 led to cost reductions, modified work schedules, furloughs, and construction site shutdowns, particularly in Seattle and the U.K[243](index=243&type=chunk)[244](index=244&type=chunk) - The pandemic triggered a goodwill and long-lived assets impairment evaluation, resulting in an interim impairment test as of April 30, 2020[245](index=245&type=chunk) [Note 2. Summary of Significant Accounting Policies](index=42&type=section&id=Note%202.%20Summary%20of%20Significant%20Accounting%20Policies) This note details the accounting policies, including the basis of presentation distinguishing between 'Predecessor' and 'Successor' periods due to the Business Combination, which was accounted for using the acquisition method, covering the use of estimates, trade receivables, inventory valuation, fair value measurements, deferred financing costs, goodwill impairment, property, plant and equipment depreciation, intangible asset amortization, impairment of long-lived assets, revenue recognition, stock-based compensation, income taxes, and foreign currency translation - Financial statements distinguish between 'Predecessor' (before Dec 6, 2018) and 'Successor' (after Dec 6, 2018) periods due to the Business Combination, which used the acquisition method[248](index=248&type=chunk)[249](index=249&type=chunk) - Significant estimates include accrued sales and use taxes, self-insured claims liability, allowance for doubtful accounts, goodwill impairment, share-based compensation valuation, and business combinations accounting[252](index=252&type=chunk) - Goodwill is evaluated for impairment annually or more frequently if triggering events occur, using a two-step process (qualitative then quantitative)[258](index=258&type=chunk) - Property, plant, and equipment are recorded at cost and depreciated using the straight-line method over estimated useful lives (e.g., machinery and equipment **3** to **25** years)[260](index=260&type=chunk)[261](index=261&type=chunk) - Intangible assets with finite lives are amortized (customer relationships on an accelerated basis), while indefinite-lived intangibles are not amortized but tested for impairment[262](index=262&type=chunk) - Revenue is recognized when persuasive evidence of an arrangement exists, service is performed/delivery occurred, price is fixed, and collectability is assured[264](index=264&type=chunk) - Stock-based compensation expense is measured at fair value; market-conditioned awards are recognized over service periods; income taxes follow an asset and liability approach[266](index=266&type=chunk)[267](index=267&type=chunk) [Note 3. New Accounting Pronouncements](index=46&type=section&id=Note%203.%20New%20Accounting%20Pronouncements) The company, as an emerging growth company, has elected to delay the adoption of new accounting standards, adopting ASU 2017-01 (Business Combinations) and ASU 2016-15 (Cash Flows) in fiscal 2020 with no material impact, and is currently evaluating the impact of ASU 2014-09 (Revenue from Contracts with Customers) and ASU 2016-02 (Leases), which it plans to adopt in fiscal 2021 and 2022, respectively, also evaluating ASU 2020-04 (Reference Rate Reform) related to LIBOR transition - The company, as an emerging growth company, has elected to delay the adoption of new accounting standards[275](index=275&type=chunk) - Adopted ASU 2017-01 (Business Combinations) and ASU 2016-15 (Cash Flows) in fiscal 2020, with no material impact[276](index=276&type=chunk)[278](index=278&type=chunk) - Evaluating ASU 2014-09 (Revenue from Contracts with Customers) for adoption in Q4 FY2021 and ASU 2016-02 (Leases) for adoption in FY2022, with no significant impact expected yet[280](index=280&type=chunk)[282](index=282&type=chunk) - Evaluating ASU 2020-04 (Reference Rate Reform) for potential impact on debt agreements transitioning from LIBOR[284](index=284&type=chunk) [Note 4. Business Combinations](index=48&type=section&id=Note%204.%20Business%20Combinations) This note details the May 2019 acquisition of Capital Pumping for $129.2 million, which resulted in $26.6 million in goodwill and identifiable intangible assets (customer relationships and trade name), also covering the December 2018 Business Combination, where the company acquired CPH for $614.3 million, recognizing $247.9 million in goodwill and significant intangible assets, with transaction costs and debt extinguishment costs related to the Business Combination incurred by the Predecessor - Acquired Capital Pumping in May 2019 for **$129.2 million**, resulting in **$26.6 million** goodwill[286](index=286&type=chunk)[287](index=287&type=chunk) - Identifiable intangibles from Capital acquisition included **$40.0 million** in customer relationships (**15**-year useful life) and a **$5.5 million** indefinite-lived trade name[287](index=287&type=chunk) - The December 2018 Business Combination acquired CPH for **$614.3 million**, recognizing **$247.9 million** in goodwill[289](index=289&type=chunk)[290](index=290&type=chunk) - Intangibles from the Business Combination included **$152.7 million** in customer relationships (**15**-year useful life) and **$55.4 million** in trade names (Camfaud **10** years, Brundage-Bone and Eco-Pan indefinite)[290](index=290&type=chunk) - Predecessor incurred **$14.2 million** in transaction costs and **$16.4 million** in debt extinguishment costs related to the Business Combination[291](index=291&type=chunk) [Note 5. Fair Value Measurement](index=51&type=section&id=Note%205.%20Fair%20Value%20Measurement) This note discusses the fair value measurements of financial instruments, noting that current assets and liabilities approximate fair value due to short-term maturity, with long-term debt instruments valued using Level 2 inputs, term loans having a fair value of $365.0 million compared to a carrying value of $381.2 million at October 31, 2020, and the deferred consideration for the Camfaud acquisition, valued at $1.7 million at October 31, 2019, fully paid in fiscal 2020 - Current assets and liabilities, and ABL credit facility obligations, approximate fair value[298](index=298&type=chunk) Fair Value of Term Loans (as of October 31, $K) | Metric | 2020 Carrying Value | 2020 Fair Value | 2019 Carrying Value | 2019 Fair Value | | :----------- | :------------------ | :-------------- | :------------------ | :-------------- | | Term Loans | $381,205 | $365,003 | $402,094 | $394,052 | - Deferred consideration for the Camfaud acquisition, valued at **$1.7 million** at October 31, 2019 (Level 3 measurement), was fully paid in fiscal 2020[300](index=300&type=chunk) [Note 6. Prepaid Expenses and Other Current Assets](index=52&type=section&id=Note%206.%20Prepaid%20Expenses%20and%20Other%20Current%20Assets) This note provides a breakdown of prepaid expenses and other current assets, which totaled $2.7 million at October 31, 2020, down from $3.4 million in 2019, with the main components including prepaid insurance, licenses and deposits, and prepaid rent Prepaid Expenses and Other Current Assets (as of October 31, $K) | Component | 2020 | 2019 | | :---------------------------- | :------ | :------ | | Prepaid insurance | $1,399 | $1,416 | | Prepaid licenses and deposits | $429 | $528 | | Prepaid rent | $149 | $485 | | Other prepaids | $717 | $949 | | **Total** | **$2,694**| **$3,378**| - Total prepaid expenses and other current assets decreased by **$0.7 million** year-over-year[304](index=304&type=chunk) [Note 7. Property, Plant and Equipment](index=52&type=section&id=Note%207.%20Property%2C%20Plant%20and%20Equipment) This note details the composition of property, plant, and equipment, net, which stood at $304.3 million at October 31, 2020, a slight decrease from $307.4 million in 2019, with machinery and equipment representing the largest component, and depreciation expense for the Successor year ended October 31, 2020, at $28.3 million Property, Plant and Equipment, Net (as of October 31, $K) | Component | 2020 | 2019 | | :-------------------------------- | :-------- | :-------- | | Land, building and improvements | $26,728 | $26,085 | | Capital leases—land and buildings | $828 | $828 | | Machinery and equipment | $318,029 | $295,741 | | Transportation equipment | $2,338 | $2,223 | | Furniture and office equipment | $1,230 | $1,209 | | Property, plant and equipment, gross | $349,153 | $326,086 | | Less accumulated depreciation | $(44,899) | $(18,671) | | **Property, plant and equipment, net** | **$304,254**| **$307,415**| - Depreciation expense for the Successor year ended October 31, 2020, was **$28.3 million**[306](index=306&type=chunk) [Note 8. Goodwill and Intangible Assets](index=53&type=section&id=Note%208.%20Goodwill%20and%20Intangible%20Assets) This note details the goodwill and intangible assets, which decreased from $276.1 million and $222.3 million in 2019 to $223.2 million and $183.8 million in 2020, respectively, with a triggering event from the COVID-19 pandemic leading to an interim impairment test as of April 30, 2020, resulting in a $5.0 million impairment of the Brundage-Bone trade name and goodwill impairments of $38.5 million for U.S. Concrete Pumping and $14.4 million for U.K. Operations, driven by lower anticipated revenues and a higher discount rate due to COVID-19 uncertainties - Goodwill decreased from **$276.1 million** to **$223.2 million**, and intangible assets decreased from **$222.3 million** to **$183.8 million**[217](index=217&type=chunk)[313](index=313&type=chunk) - A COVID-19-driven decline in stock price triggered an interim impairment test as of April 30, 2020[308](index=308&type=chunk) Impairment Charges (Year Ended October 31, 2020, $M) | Asset/Reporting Unit | Impairment Charge | | :------------------------ | :---------------- | | Brundage-Bone Trade Name | $5.0 | | U.S. Concrete Pumping Goodwill | $38.5 | | U.K. Operations Goodwill | $14.4 | - Impairments were primarily due to lower anticipated future net revenues and earnings, and a higher discount rate resulting from COVID-19 uncertainties[311](index=311&type=chunk) Goodwill Carrying Value by Segment (as of October 31, $K) | Segment | 2020 | 2019 | | :-------------------------------- | :-------- | :-------- | | U.S. Concrete Pumping | $147,482 | $185,782 | | U.K. Operations | $26,539 | $41,173 | | U.S. Concrete Waste Management Services | $49,133 | $49,133 | | Corporate | $0 | $0 | | **Total Goodwill** | **$223,154**| **$276,088**| [Note 9. Long-Term Debt and Revolving Lines of Credit](index=55&type=section&id=Note%209.%20Long-Term%20Debt%20and%20Revolving%20Lines%20of%20Credit) This note details the company's debt structure, including the Term Loan Agreement and ABL Credit Agreement, which replaced Predecessor debt facilities; as of October 31, 2020, the Term Loan Agreement had an outstanding balance of $381.2 million, with principal amortization payments of 5.00% annually, and the ABL Credit Agreement had an outstanding balance of $1.7 million and a maximum borrowing capacity of $60.0 million, with both facilities bearing variable interest rates tied to LIBOR and including various covenants, with the company in compliance - The Term Loan Agreement and ABL Credit Agreement replaced Predecessor debt facilities following the Business Combination[317](index=317&type=chunk) - Term Loan Agreement: Original principal of **$357.0 million**, increased by **$60.0 million** in May 2019 for the Capital acquisition[318](index=318&type=chunk) Long-Term Debt Balances (as of October 31, $K) | Debt Component | 2020 | 2019 | | :-------------------------------- | :-------- | :-------- | | Short term portion of term loan | $20,888 | $20,888 | | Long term portion of term loan | $360,317 | $381,206 | | Total term loan | $381,205 | $402,094 | | Less unamortized deferred financing costs | $(16,411) | $(20,268) | | **Total Debt** | **$364,794**| **$381,826**| - ABL Credit Agreement: Maximum borrowing capacity of **$60.0 million**, with **$1.7 million** outstanding as of October 31, 2020[321](index=321&type=chunk)[322](index=322&type=chunk) - Both agreements bear variable interest rates (adjusted LIBOR or base rate plus margin) and include non-financial covenants, with the company in compliance[318](index=318&type=chunk)[319](index=319&type=chunk)[321](index=321&type=chunk)[322](index=322&type=chunk) [Note 10. Accrued Payroll and Payroll Expenses](index=58&type=section&id=Note%2010.%20Accrued%20Payroll%20and%20Payroll%20Expenses) This note provides a breakdown of accrued payroll and payroll expenses, which increased from $9.2 million in 2019 to $13.1 million in 2020, with the increase primarily driven by higher accrued bonuses and other accrued expenses Accrued Payroll and Payroll Expenses (as of October 31, $K) | Component | 2020 | 2019 | | :------------------------ | :-------- | :------ | | Accrued vacation | $1,667 | $1,433 | | Accrued payroll | $1,507 | $3,205 | | Accrued bonus | $4,752 | $3,177 | | Other accrued | $5,139 | $1,362 | | **Total** | **$13,065** | **$9,177**| - Total accrued payroll and payroll expenses increased by **$3.9 million** year-over-year[333](index=333&type=chunk) [Note 11. Accrued Expenses and Other Current Liabilities](index=58&type=section&id=Note%2011.%20Accrued%20Expenses%20and%20Other%20Current%20Liabilities) This note details accrued expenses and other current liabilities, which decreased from $28.1 million in 2019 to $18.9 million in 2020, with the decrease mainly due to lower accrued equipment purchases and accrued interest, partially offset by higher accrued insurance and a new accrued amount due to a related party Accrued Expenses and Other Current Liabilities (as of October 31, $K) | Component | 2020 | 2019 | | :-------------------------------- | :-------- | :-------- | | Accrued insurance | $7,806 | $6,105 | | Accrued interest | $146 | $3,049 | | Accrued equipment purchases | $4,149 | $15,343 | | Accrued sales and use tax | $311 | $311 | | Accrued property taxes | $882 | $915 | | Accrued professional fees | $1,213 | $1,729 | | Accrued due to related party | $1,765 | $0 | | Other | $2,607 | $654 | | **Total** | **$18,879** | **$28,106** | - Total accrued expenses and other current liabilities decreased by **$9.2 million** year-over-year[335](index=335&type=chunk) [Note 12. Income Taxes](index=59&type=section&id=Note%2012.%20Income%20Taxes) This note details the income tax benefit of $5.0 million recorded in fiscal 2020 on a pre-tax loss of $66.0 million, with the tax provision impacted by non-deductible goodwill impairment, a tax benefit from NOL carrybacks under the CARES Act, and a $0.9 million tax expense due to the U.K. corporate tax rate increase; the company has federal NOL carryforwards of $42.6 million and state NOL carryforwards of $30.4 million, and a settlement with Predecessor shareholders regarding CARES Act tax refunds resulted in a $2.0 million charge Income Before Income Taxes by Geography (Year Ended October 31, $K) | Geography | FY2020 (Successor) | FY2019 (Successor) | FY2019 (Predecessor) | | :---------- | :----------------- | :----------------- | :------------------- | | United States | $(49,427) | $(14,875) | $(26,975) | | Foreign | $(16,540) | $1,660 | $207 | | **Total** | **$(65,967)** | **$(13,215)** | **$(26,768)** | Net Benefit for Income Taxes (Year Ended October 31, $K) | Tax Component | FY2020 (Successor) | FY2019 (Successor) | FY2019 (Predecessor) | | :-------------------------------- | :----------------- | :----------------- | :------------------- | | Total Current Tax Provision (Benefit) | $(3,947) | $1,517 | $165 | | Total Deferred Tax Benefit | $(1,029) | $(4,820) | $(4,357) | | **Net Benefit for Income Taxes** | **$(4,977)** | **$(3,303)** | **$(4,192)** | - Only **$11.2 million** of the **$57.9 million** goodwill and intangibles impairment was deductible for tax purposes, resulting in a **$2.7 million** tax benefit[163](index=163&type=chunk) - A **$1.4 million** tax benefit was recorded due to the revaluation of NOL carryforwards under the CARES Act, allowing carryback to prior years at a higher tax rate[163](index=163&type=chunk)[353](index=353&type=chunk) - A **$0.9 million** tax expense was recorded due to the increase in the deferred statutory U.K. corporate tax rate from **17% to 19%**[163](index=163&type=chunk)[351](index=351&type=chunk) Tax Carryforwards (as of October 31, 2020, $M) | Type of Carryforward | Balance | | :---------------------------- | :------ | | Federal Net Operating Loss | $42.6 | | State Net Operating Loss | $30.4 | | Foreign Tax | $0.1 | | State Credit | $0.1 | | Interest Expense | $15.8 | | **Total Tax Carryforwards** | **$89.0** | - A **$2.0 million** charge was recorded in general and administrative expenses for a settlement with Predecessor shareholders regarding CARES Act tax refunds[158](index=158&type=chunk)[353](index=353&type=chunk) [Note 13. Commitments and Contingencies](index=64&type=section&id=Note%2013.%20Commitments%20and%20Contingencies) This note outlines the company's commitments, including non-cancelable operating leases with future payments totaling $7.2 million through April 2029, and capital lease obligations of $0.5 million; the company is partially self-insured for various liabilities (automobile, general, worker's compensation, and employee health benefits) and has accrued $5.4 million for claims incurred but not reported and $2.4 million for health claims as of October 31, 2020, with legal proceedings not expected to have a material impact, and $1.2 million in undrawn letters of credit outstanding Future Minimum Operating Lease Payments (as of October 31, $K) | Year | Future Payments | | :--------- | :-------------- | | 2021 | $2,139 | | 2022 | $1,868 | | 2023 | $1,370 | | 2024 | $743 | | 2025 | $265 | | Thereafter | $835 | | **Total** | **$7,220** | - Total rental expense for the Successor year ended October 31, 2020, was **$6.6 million**[355](index=355&type=chunk) - Capital lease obligation was **$0.5 million** as of October 31, 2020[357](index=357&type=chunk) - The company is partially self-insured for automobile, general, and worker's compensation liability, with deductibles ranging from **$100,000 to $250,000** per occurrence[359](index=359&type=chunk)[360](index=360&type=chunk) - Accrued **$5.4 million** for claims incurred but not reported and estimated losses, and **$2.4 million** for health claims as of October 31, 2020[360](index=360&type=chunk)[361](index=361&type=chunk) - No material impact from legal proceedings is expected; **$1.2 million** in undrawn letters of credit outstanding[362](index=362&type=chunk) [Note 14. Stockholders' Equity](index=65&type=section&id=Note%2014.%20Stockholders%27%20Equity) This note details the company's stockholders' equity, including the impact of the December 2018 Business Combination which involved the redemption of 22.3 million Class A common shares for $231.4 million; as of October 31, 2020, there were 56.5 million common shares outstanding, a public offering in May 2019 issued 18.1 million common shares for $77.4 million, a warrant exchange in April 2019 resulted in the issuance of 3.8 million common shares and a

Concrete Pumping Holdings, Inc. (NASDAQ:BBCP) Q3 2020 Earnings Conference Call September 9, 2020 5:00 PM ET Company Participants Cody Slach - External Director of Investor Relations Bruce Young - Chief Executive Officer Iain Humphries - Chief Financial Officer Conference Call Participants Sam Kusswurm - William Blair Andrew Wittmann - Robert W. Baird Brent Thielman - D.A. Davidson Steven Fisher - UBS Alex Rygiel - B. Riley FBR Stanley Elliott - Stifel Operator Good afternoon, everyone. And thank you for par ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR For the quarterly period ended July 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-38166 CONCRETE PUMPING HOLDINGS, INC. (Exact name of Registrant as specified in its charter) Delaware 83-1779605 (State or other jurisdiction of inc ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-38166 CONCRETE PUMPING HOLDINGS, INC. (Exact name of Registrant as specified in its charter) Delaware 83-1779605 (State or other jurisdiction of in ...