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What changed in Concrete Pumping Holdings, Inc.'s 10-K — 2022 vs 2023

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Paragraph-level year-over-year comparison of Concrete Pumping Holdings, Inc.'s 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+195 added−212 removedSource: 10-K (2024-01-16) vs 10-K (2023-01-31)

Top changes in Concrete Pumping Holdings, Inc.'s 2023 10-K

195 paragraphs added · 212 removed · 135 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeConcrete Waste Management Services: Our U.S. concrete waste management services segment represented 12% of our total revenue for the year ended October 31, 2022. Through our Eco-Pan business, we are a leading provider of concrete waste management services in the U.S. Eco-Pan provides a full-service, cost-effective, regulation-compliant solution to manage environmental issues caused by concrete washout.
Biggest changeOperating under our Eco-Pan brand, with approximately 115 trucks and over 10,000 custom metal pans or containers for construction sites from 19 locations in the U.S. as of October 31, 2023, we are a leading provider of concrete waste management services in the U.S, providing a full-service, route-based, cost-effective, regulation-compliant solution to manage environmental issues caused by concrete washout.
We believe that our large fleet of specialized pumping equipment, washout pans and trucks, and highly-trained operators enable us to be the trusted provider of concrete placement and waste management solutions to our customers.
We believe that our large fleet of specialized pumping equipment, washout pans and trucks, and highly-trained operators enable us to be the trusted provider of concrete placement and concrete waste management solutions to our customers.
Concrete pumping is a highly specialized method of concrete placement that requires skilled operators to position a truck-mounted, fully-articulating boom for precise delivery of ready-mix concrete from mixer trucks to placing crews on a construction job site. In addition, proper concrete washout handling is an important area of focus for our Company given rising awareness of environmental factors.
Concrete pumping is a highly specialized method of concrete placement that requires skilled operators to position a truck-mounted, fully-articulating boom for precise delivery of ready-mix concrete from mixer trucks to placing crews on a construction job site. In addition, given the rising awareness of environmental factors, proper concrete washout handling is an important area of focus for our Company.
Available Information We make our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, available free of charge on our website as soon as reasonably practicable after we file or furnish the materials electronically with the Securities and Exchange Commission (“SEC”).
Available Information We make our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), available free of charge on our website as soon as reasonably practicable after we file or furnish the materials electronically with the Securities and Exchange Commission (“SEC”).
With almost 40 years of experience, we believe we are the only nationally-scaled provider of concrete pumping services in the U.S. and the U.K., with the most comprehensive and reliable fleet and highly-skilled operators to provide quality service. We are especially equipped to support large and technically complex construction projects, which generally command higher price points than smaller projects.
With 40 years of experience, we believe we are the only nationally-scaled provider of concrete pumping services in the U.S. and the U.K., with the most comprehensive and reliable fleet and highly-skilled operators to provide quality service. We are especially equipped to support large and technically complex construction projects, which generally command higher price points than smaller projects.
Operators are trained in concrete pumping as well as in basic mechanical repair, while shop managers are trained in inspection and maintenance of all critical truck systems. Approximately 130 employees in CPH’s workforce are unionized across California, Oregon and Washington. These individuals are represented by the International Union of Operating Engineers (“IUOE”) under three separate collective bargaining agreements.
Operators are trained in concrete pumping as well as in basic mechanical repair, while shop managers are trained in inspection and maintenance of all critical truck systems. Approximately 120 employees in CPH’s workforce are unionized across California, Oregon and Washington. These individuals are represented by the International Union of Operating Engineers (“IUOE”) under three separate collective bargaining agreements.
In addition, as of October 31, 2022, our top ten customers represented less than 10% of our total revenue and had an average tenure of more than 20 years. Our customer composition is largely dependent on geographic location and general economic and construction market trends within individual operating markets.
In addition, as of October 31, 2023, our top ten customers represented less than 10% of our total revenue and had an average tenure of more than 20 years. Our customer composition is largely dependent on geographic location and general economic and construction market trends within individual operating markets.
Item 1. Business Concrete Pumping Holdings, Inc. is a Delaware corporation headquartered in Denver, Colorado. We refer to Concrete Pumping Holdings, Inc. as the “Company,” “CPH,”, “us”, “we” or “our” in this Annual Report, and these designations include our subsidiaries unless we state otherwise.
Item 1. Business Concrete Pumping Holdings, Inc. is a Delaware corporation headquartered in Thornton (near Denver), Colorado. We refer to Concrete Pumping Holdings, Inc. as the “Company,” “CPH,”, “us”, “we” or “our” in this Annual Report, and these designations include our subsidiaries unless we state otherwise.
Operations: Our U.K. operations segment represented 14% of our total revenue for the year ended October 31, 2022 and consisted of concrete pumping and concrete waste management services. Our concrete pumping services are primarily provided through either our Camfaud brand (operated pumping services) or our Premier Concrete Pumping brand (rental of pumping equipment without an operator).
Operations: Our U.K. operations segment represented 14% of our total revenue for the year ended October 31, 2023, and consisted of concrete pumping and concrete waste management services. Our concrete pumping services are primarily provided through either our Camfaud brand (operated pumping services) or our Premier Concrete Pumping brand (rental of pumping equipment without an operator).
To obtain any of this information, go to our investor relations website, www.ir.concretepumpingholdings.com, and select “SEC Filings”. Our investor relations website includes our Code of Business Conduct and Ethics and charters for the Audit, Compensation and Corporate Governance/Nominating Committees. These materials may also be obtained, free of charge, at www.ir.concretepumpingholdings.com (select “Governance”). 5 Table of Contents
To obtain any of this information, go to our investor relations website, www.ir.concretepumpingholdings.com, and select “SEC Filings”. Our investor relations website includes our Code of Business Conduct and Ethics and charters for the Audit, Compensation and Corporate Governance/Nominating Committees. These materials may also be obtained, free of charge, at www.ir.concretepumpingholdings.com (select “Corporate Governance”). 5 Table of Contents
While the technology underlying the washout pans is less sophisticated than that for a concrete pump, we believe having the route density that Eco-Pan has achieved is a differentiator in terms of profitability.
While the technology underlying the washout pans is less sophisticated than that for a concrete pump, we believe having the capacity and route density that Eco-Pan has achieved is a differentiator in terms of profitability.
In the U.S. and U.K. markets, we serve a large and diverse customer base and as of October 31, 2022, our top ten customers represented less than 10% of our total revenue and had an average tenure of more than 20 years. 2 Table of Contents Segments We operate through the following four reportable segments: U.S.
In the U.S. and U.K. markets, we serve a large and diverse customer base and as of October 31, 2023, our top ten customers represented less than 10% of our total revenue and had an average tenure of more than 20 years. 2 Table of Contents Segments We operate through the following reportable segments: U.S.
(“Pioneer”), which provided us with complementary assets and operations in both Georgia and Texas, and (3) our acquisition of Coastal Carolina Concrete Pumping, Inc. ("Coastal") in August of 2022, which expanded our operations in the Carolinas and Florida.
(“Pioneer”), which provided us with complementary assets and operations in both Georgia and Texas, and (2) our acquisition of Coastal Carolina Concrete Pumping, Inc. ("Coastal") in August of 2022, which expanded our operations in the Carolinas and Florida.
Our U.K. operations segment is the pioneer of the concrete waste management service in the U.K. and as such, we are not aware of any equivalent competitor in the U.K. 3 Table of Contents Equipment Our fleet is operated by approximately 1,000 experienced employees as of October 31, 2022, each of whom is required to complete rigorous training and safety programs.
Our U.K. operations segment is the pioneer of the concrete waste management service in the U.K. and as such, we are not aware of any equivalent competitor in the U.K. 3 Table of Contents Equipment Our fleet is operated by approximately 1,010 experienced employees as of October 31, 2023, each of whom is required to complete rigorous training and safety programs.
As of October 31, 2022, the average age of our fleet was approximately 9 years old and most of our equipment had useful lives of 20 to 25 years.
As of October 31, 2023, the average age of our fleet was approximately 9 years old and most of our equipment had useful lives of 20 to 25 years.
The remaining employees include administrative support, corporate functions, and laborers. Our employees have an average tenure of approximately five years for pump operators. Additionally, our regional managers have, on average, approximately 30 years of experience in the concrete pumping industry. We maintain a highly sophisticated, industry recognized training program, which ensures all operators can meet the requirements of any project.
The remaining employees include administrative support, corporate functions, and laborers. Our employees have an average tenure of approximately four years for pump operators. Additionally, our regional managers have, on average, approximately 32 years of experience in the concrete pumping industry. We maintain a highly sophisticated, industry recognized training program, which ensures all operators can meet the requirements of any project.
Mobile equipment is charged to customers under a minimum hire rate, which is typically five to eight hours. Our concrete pumping business in the U.K. is comprised of a fleet of approximately 440 equipment units that are serviced from 30 locations as of October 31, 2022.
Mobile equipment is charged to customers under a minimum hire rate, which is typically five to eight hours. Our concrete pumping business in the U.K. is comprised of a fleet of approximately 400 equipment units that are serviced from approximately 30 locations as of October 31, 2023.
We deliver and facilitate substantial labor cost savings, shortened concrete placement times, enhanced worksite safety, and efficient concrete washout containment, and thereby help improve the overall quality of construction projects. As of October 31, 2022, we operated a fleet of approximately 1,630 units of equipment, with approximately 1,650 employees and approximately 150 locations globally.
We deliver and facilitate substantial labor cost savings, shortened concrete placement times, enhanced worksite safety, and efficient concrete washout containment, and thereby help improve the overall quality of construction projects. As of October 31, 2023, we operated a fleet of approximately 1,580 units of equipment, with approximately 1,720 employees and approximately 150 locations globally.
As of October 31, 2022, we estimate our share of the concrete pumping market to be approximately 17% in the U.S. and approximately 34% in the U.K., based on fleet size.
As of October 31, 2023, we estimate our share of the concrete pumping market to be approximately 17% in the U.S. and approximately 30% in the U.K., based on fleet size.
Concrete Pumping: Our U.S. concrete pumping services segment represented 74% of our total revenue for the year ended October 31, 2022 and services from this segment are primarily provided under our Brundage-Bone and Capital Pumping brands, which as of October 31, 2022 operated a total fleet of approximately 1,090 equipment units from a diversified footprint of approximately 100 locations across 20 states.
Concrete Pumping: Our U.S. concrete pumping services segment represented 72% of our total revenue for the year ended October 31, 2023, and services from this segment are primarily provided under our Brundage-Bone and Capital Pumping brands, which as of October 31, 2023 operated a total fleet of approximately 1,060 equipment units from a diversified footprint of approximately 100 locations across 21 states.
We typically purchase fuel in bulk at favorable prices and utilize onsite fuel storage facilities. Employees As of October 31, 2022, we had approximately 1,650 employees across the U.S. and the U.K., of which approximately 1,140 are highly-skilled equipment operators and mechanics, approximately 200 are managers, approximately 50 are in sales, and approximately 70 are dispatchers.
We typically purchase fuel in bulk at favorable prices and utilize onsite fuel storage facilities. Employees As of October 31, 2023, we had approximately 1,720 employees across the U.S. and the U.K., of which approximately 1,170 are highly-skilled equipment operators and mechanics, approximately 230 are managers, approximately 50 are in sales, and approximately 70 are dispatchers.
Customers We serve a base of more than 12,000 customers (often with several projects per customer) across the U.S. and the U.K. and have an approximate 92% customer retention rate based on our top 500 customers and ~100% customer retention rate of our top 100 customers as of October 31, 2022.
Customers We serve a base of approximately 12,000 customers (often with several projects per customer) across the U.S. and the U.K. and have an approximate 90% customer retention rate based on our top 500 customers and ~100% customer retention rate of our top 100 customers as of October 31, 2023.
Concrete pumping equipment is primarily sourced from three suppliers – Schwing, Putzmeister, and Alliance. There are a number of other suppliers as well and we are not solely dependent upon any single one. We believe we are the concrete pumping industry’s largest consumer of concrete pumping supplies and, as such, have significant leverage with respect to making purchases.
Concrete pumping equipment is primarily sourced from three suppliers – Schwing, Putzmeister, and Alliance. There are a number of other suppliers as well and we are not solely dependent upon any single one. We believe we are the concrete pumping industry’s largest consumer of concrete pumping supplies and, as such, have significant purchasing efficiencies.
As part of our safety management program, we actively track key safety performance indicators at each branch location to monitor safety performance and take corrective action when needed.
As part of our safety management program, we track key safety performance indicators at each branch location to monitor safety performance and seek to implement corrective actions when needed.
Our highly complementary Eco-Pan business provides customers with a one-stop solution for their concrete washout needs. We plan to continue establishing additional Eco-Pan locations across the U.S. and the U.K., and further penetrate our existing concrete pumping customer base by cross-selling our Eco-Pan services.
Our complementary Eco-Pan business provides concrete washout services to customers. We plan to continue establishing additional Eco-Pan locations across the U.S. and the U.K., and further penetrate our existing concrete pumping customer base by cross-selling our Eco-Pan services.
In addition, we have approximately 140 skilled mechanics who perform in-house equipment servicing. As of October 31, 2022, we owned 100% of our fleet consisting of approximately 970 boom pumps, ranging in size from 17 to 65 meters, 90 placing booms, 20 telebelts, 340 stationary pumps, and 100 waste management trucks.
In addition, we have approximately 160 skilled mechanics who perform in-house equipment servicing. As of October 31, 2023, we owned 100% of our fleet consisting of approximately 930 boom pumps, ranging in size from 16 to 66 meters, 90 placing booms, 20 telebelts, 300 stationary pumps, and 115 waste management trucks.
In the U.S., we believe there are approximately 1,000 industry participants, the majority of which operate with an average of five to ten pumps each, a limited number having a multi-regional presence (average of 50-60 pumps) and no other company having a national presence.
Competitive Environment The concrete pumping industry is highly fragmented in both the U.S. and the U.K. In the U.S., we believe there are approximately 1,000 industry participants, the majority of which operate with an average of five to ten pumps each. A limited number have a multi-regional presence (average of 50-60 pumps) and no other companies have a national presence.
We have historically maintained favorable relations with the IUOE and have not experienced any significant disputes, disagreements, strikes or work stoppages. Safety To our knowledge, we are the only concrete pumping company in the U.S. and the U.K. with a comprehensive, active safety program, including an in-house corporate safety department and a designated safety trainer at each branch.
We have historically maintained favorable relations with the IUOE and have not experienced any significant disputes, disagreements, strikes or work stoppages. Safety We maintain an active safety program, including an in-house corporate safety department and a designated safety trainer at each branch.
In addition, during the third quarter of fiscal 2019 we started concrete waste management operations under our Eco-Pan brand name in the U.K. and the results of these operations are included in this segment. Our Eco-Pan business in the U.K. is operated from a shared Camfaud location as of October 31, 2022.
In addition, the results of our concrete waste management operations under our Eco-Pan brand name in the U.K. are included in this segment. Our Eco-Pan business in the U.K. is operated from a shared Camfaud location as of October 31, 2023. We bill our customers for our Eco-Pan services in the same manner as our U.S. Eco-Pan services.
Eco-Pan was founded in 1999 and was acquired by CPH in 2014. In November 2016, we entered the U.K. market through the acquisition of Camfaud.
Eco-Pan was founded in 1999 and was acquired by CPH in 2014. In November 2016, we entered the U.K. market through the acquisition of Camfaud. In recent years, we have successfully executed on our acquisition strategy, including (1) our fiscal 2022 acquisition of Pioneer Concrete Pumping Service, Inc.
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In recent years, we have successfully executed on our acquisition strategy, including (1) our fiscal 2021 acquisition of Hi-Tech Concrete Pumping Services (“Hi-Tech”), which added complementary assets in our Texas market, (2) our fiscal 2022 acquisition of Pioneer Concrete Pumping Service, Inc.
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Concrete Waste Management Services: Our U.S. concrete waste management services segment represented 14% of our total revenue for the year ended October 31, 2023.
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Eco-Pan is a route-based solution that operates approximately 100 trucks and over 8,000 custom metal pans or containers for construction sites from 18 locations in the U.S. as of October 31, 2022.
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We bill our customers for our Eco-Pan services in the same manner as our U.S. Eco-Pan services. Corporate: Our Corporate segment is primarily related to the intercompany leasing of real estate to certain of our U.S Concrete Pumping branches. Competitive Environment The concrete pumping industry is highly fragmented in both the U.S. and the U.K.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

31 edited+19 added−23 removed154 unchanged
Biggest changeUSD borrowings under our ABL Facility bear interest at (1) a base rate or (2) the SOFR rate plus an applicable margin currently set at 1.0000% for base rate loans or 2.0000% for SOFR loans. GBP borrowings under our ABL Facility bear interest at the SONIA rate plus an applicable margin currently set at 2.0326%.
Biggest changeDollars bore interest at (1) the secured overnight financing rate ("SOFR") rate plus an applicable margin currently set at 2.00% or (2) a base rate plus an applicable margin currently set at 1.00%. After May 31, 2023, borrowings in U.S.
Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including: ● expected timing and amount of the release of any tax valuation allowances; ● tax effects of stock-based compensation; ● costs related to intercompany restructurings; ● changes in tax laws, regulations or interpretations thereof; and ● lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates In addition, we may be subject to audits of our income, sales and other transaction taxes by U.S. federal and state authorities or by U.K. authorities.
Our future effective tax rates have in the past and could in the future be subject to volatility or adversely affected by a number of factors, including: ● expected timing and amount of the release of any tax valuation allowances; ● tax effects of stock-based compensation; ● costs related to intercompany restructurings; ● changes in tax laws, regulations or interpretations thereof; and ● lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates In addition, we may be subject to audits of our income, sales and other transaction taxes by U.S. federal and state authorities or by U.K. authorities.
Failure of recent or future acquisitions to meet our expectations and be integrated successfully could have a material adverse effect on our financial condition and results of operations. 10 Table of Contents Disruptions in our information technology systems due to cyber security threats or other factors could limit our ability to effectively monitor and control our operations and adversely affect our operating results, and unauthorized access to customer information on our systems could adversely affect our relationships with our customers or result in liability.
Failure of recent or future acquisitions to meet our expectations and be integrated successfully could have a material adverse effect on our financial condition and results of operations. 10 Table of Contents Disruptions in our information technology systems due to cyber security threats, incidents or other factors could limit our ability to effectively monitor and control our operations and adversely affect our operating results, and unauthorized access to customer information on our systems could adversely affect our relationships with our customers or result in liability.
There is a limited number of persons with the requisite skills to serve in these positions, and such positions require a significant investment by us in initial training of operators of our equipment. We cannot provide assurance that we will be able to locate, employ, or retain such qualified personnel on terms acceptable to us or at all.
There is a limited number of persons with the requisite skills to serve in these positions, and such positions require a significant investment by us in initial and ongoing training of operators of our equipment. We cannot provide assurance that we will be able to locate, employ, or retain such qualified personnel on terms acceptable to us or at all.
We have identified below certain of the factors that have in the past and may in the future cause our revenue and operating results to vary: ● seasonal weather patterns in the construction industry on which we rely, with activity tending to be lowest in the winter and spring; ● the timing of expenditures for maintaining existing equipment, new equipment and the disposal of used equipment; ● changes in demand for our services or the prices we charge due to changes in economic conditions, competition or other factors; ● changes in the interest rates applicable to our variable rate debt, and the overall level of our debt; ● fluctuations in fuel costs; ● general economic conditions in the markets where we operate; ● the cyclical nature of our customers’ businesses; ● price changes in response to competitive factors; ● other cost fluctuations, such as costs for employee-related compensation and benefits; ● labor shortages, work stoppages or other labor difficulties and labor issues in trades on which our business may be dependent in particular regions; ● potential enactment of new legislation affecting our operations or labor relations; ● timing of acquisitions and new branch openings and related costs; ● possible unrecorded liabilities of acquired companies and difficulties associated with integrating acquired companies into our existing operations; ● changes in the exchange rate between the U.S. dollar ("USD") and Great Britain pound sterling ("GBP"); ● potential increased demand from our customers to develop and provide new technological services in our business to meet changing customer preferences; ● our ability to control costs and maintain quality; ● our effectiveness in integrating new locations and acquisitions; and ● possible write-offs or exceptional charges due to changes in applicable accounting standards, reorganizations or restructurings, obsolete or damaged equipment or the refinancing of our existing debt.
We have identified below certain of the factors that have in the past and may in the future cause our revenue and operating results to vary: ● seasonal weather patterns in the construction industry on which we rely, with activity tending to be lowest in the winter and spring; ● the timing of expenditures for maintaining existing equipment, new equipment and the disposal of used equipment; ● changes in demand for our services or the prices we charge due to changes in economic conditions, competition or other factors; ● changes in the interest rates applicable to our variable rate debt, and the overall level of our debt; ● fluctuations in fuel costs; ● general economic conditions in the markets where we operate; ● the cyclical nature of our customers’ businesses; ● price changes in response to competitive factors; ● other cost fluctuations, such as costs for employee-related compensation and benefits; ● labor shortages, work stoppages or other labor difficulties and labor issues in trades on which our business may be dependent in particular regions; ● potential enactment of new legislation affecting our operations or labor relations; ● timing of acquisitions and new branch openings and related costs; ● possible unrecorded liabilities of acquired companies and difficulties associated with integrating acquired companies into our existing operations; ● changes in the exchange rate between the U.S. dollar (“USD”) and Great Britain pound sterling (“GBP”); ● potential increased demand from our customers to develop and provide new technological services in our business to meet changing customer preferences; ● our ability to control costs and maintain quality; ● our effectiveness in integrating new locations and acquisitions; and ● possible write-offs or exceptional charges due to changes in applicable accounting standards, reorganizations or restructurings, obsolete or damaged equipment or the refinancing of our existing debt.
We have taken steps intended to mitigate these risks, including business continuity planning, disaster recovery planning and business impact analysis. However, a significant disruption or cyber intrusion could adversely affect our results of operations, financial condition and liquidity.
We have taken important steps intended to mitigate these risks, including business continuity planning, disaster recovery planning and business impact analysis. However, a significant disruption or cyber intrusion could adversely affect our results of operations, financial condition and liquidity.
These concerns have resulted in increasing governmental and societal attention to environmental, social, and governance ("ESG") matters, including expanding mandatory and voluntary reporting, diligence, and disclosure on topics such as climate change, waste production, water usage, human capital, labor, and risk oversight, and could expand the nature, scope, and complexity of matters on which we are required to control, assess, and report.
These concerns have resulted in increasing governmental and societal attention to environmental, social, and governance (“ESG”) matters, including expanding mandatory and voluntary reporting, diligence, and disclosure on topics such as climate change, waste production, water usage, human capital, labor, and risk oversight, and could expand the nature, scope, and complexity of matters on which we are required to control, assess, and report.
The exchange rates between the pound sterling against the U.S. dollar have fluctuated significantly in recent years and may fluctuate significantly in the future. Consequently, our reported earnings could fluctuate materially as a result of foreign exchange translation gains or losses and may not be comparable from period to period.
The exchange rates between the pound sterling against the U.S. dollar have fluctuated significantly in recent years and may fluctuate significantly in the future. Consequently, our reported earnings has in the past and could in the future fluctuate materially as a result of foreign exchange translation gains or losses and may not be comparable from period to period.
As of October 31, 2022, CFLL Holdings, LLC owns 15,477,138 shares, or 28% of outstanding shares of common stock and BBCP Investors, LLC owns 11,005,275 shares, or 20% of our outstanding shares of our common stock. These shares are registered for resale and are not subject to any contractual restrictions on transfer.
As of October 31, 2023, CFLL Holdings, LLC owns 15,477,138 shares, or 28% of outstanding shares of common stock and BBCP Investors, LLC owns 11,005,275 shares, or 20% of our outstanding shares of our common stock. These shares are registered for resale and are not subject to any contractual restrictions on transfer.
We manage our fleet of equipment according to the wear and tear that a specific machine or type of equipment is expected to experience over its useful life. As of October 31, 2022, the average age of our concrete pumping equipment was approximately nine years.
We manage our fleet of equipment according to the wear and tear that a specific machine or type of equipment is expected to experience over its useful life. As of October 31, 2023, the average age of our concrete pumping equipment was approximately nine years.
Consequently, these events could adversely affect our business, financial condition, results of operations, liquidity and cash flows. 6 Table of Contents Our revenue and operating results have varied historically from period to period and any unexpected periods of decline could result in an overall decline in our available cash flows.
Consequently, these events have in the past and could in the future adversely affect our business, financial condition, results of operations, liquidity and cash flows. 6 Table of Contents Our revenue and operating results have varied historically from period to period and any unexpected periods of decline could result in an overall decline in our available cash flows.
In addition, the shares of our common stock reserved for future issuance under our Omnibus Incentive Plan will become eligible for sale in the public market once those shares are issued, subject to provisions in various vesting agreements and Rule 144, as applicable.
In addition, shares of our common stock granted or reserved for future issuance under our Omnibus Incentive Plan become eligible for sale in the public market once those shares are issued, subject to provisions in various vesting agreements and Rule 144, as applicable.
A slowdown or work stoppage that lasts for a significant period of time could cause lost revenues and increased costs and could adversely affect our ability to meet our customers’ needs. Furthermore, our labor costs could increase as a result of the settlement of actual or threatened labor disputes.
A slowdown or work stoppage that lasts for a significant period of time could cause lost revenues and increased costs and could adversely affect our ability to meet our customers’ needs. Furthermore, our labor costs have in the past and could in the future increase as a result of the settlement of actual or threatened labor disputes.
Shares of our common stock have been thinly traded in the past. Although a trading market for our common stock exists, the trading volume has not been significant and there can be no assurance that an active trading market for our common stock will develop or, if developed, be sustained in the future.
Shares of our common stock have been thinly traded in the past. Although a trading market for our common stock exists, the trading volume has not been significant and there can be no assurance that an active trading market for our common stock will be sustained in the future.
Operating hazards can cause personal injury or death, damage to or destruction of property, plant and equipment, environmental damage, performance delays, monetary losses or legal liability. 11 Table of Contents We have operations throughout the United States and the United Kingdom, which subjects us to multiple federal, state, and local laws and regulations.
Operating hazards have in the past and could in the future cause personal injury or death, damage to or destruction of property, plant and equipment, environmental damage, performance delays, monetary losses or legal liability. 11 Table of Contents We have operations throughout the United States and the United Kingdom, which subjects us to multiple federal, state, and local laws and regulations.
At October 31, 2022, we had remaining recorded goodwill of $220.2 million related to multiple acquisitions. If we are unable to collect on contracts with a significant number of customers, our operating results would be adversely affected. We have billing arrangements with a majority of our customers that provide for payment on agreed terms after our services are provided.
At October 31, 2023, we had remaining recorded goodwill of $221.5 million related to multiple acquisitions. If we are unable to collect on contracts with a significant number of customers, our operating results would be adversely affected. We have billing arrangements with a majority of our customers that provide for payment on agreed terms after our services are provided.
As of October 31, 2022, approximately 10% of our employees in the United States (but none of our employees in the United Kingdom) were represented by unions or covered by collective bargaining agreements. The states in which our employees are represented by unions or covered by collective bargaining agreements are California, Washington and Oregon.
As of October 31, 2023, approximately 9% of our employees in the United States (but none of our employees in the United Kingdom) were represented by unions or covered by collective bargaining agreements. The states in which our employees are represented by unions or covered by collective bargaining agreements are California, Washington and Oregon.
Any deterioration in the quality of such products, service or support could result in additional maintenance costs and operational issues. In addition, the concrete industry has historically been subject to periods of supply shortages, particularly in a strong economy or due to macroeconomic supply chain issues driven by factors such as the war in Ukraine.
Any deterioration in the quality of such products, service or support could result in additional maintenance costs and operational issues. In addition, the concrete industry has historically been subject to periods of supply shortages, particularly in a strong economy or due to macroeconomic supply chain issues.
The following factors, among others, may cause weakness in our end markets, either temporarily or long-term: ● the depth and duration of an economic downturn and lack of availability of credit; ● lingering effects of the COVID-19 pandemic, which has resulted in a tight labor market that has impacted supply chains, our operations and our customers’ operations; ● uncertainty regarding general or regional economic conditions; ● reductions in corporate spending for plants and facilities or government spending for infrastructure projects; ● the cyclical nature of our customers’ businesses, particularly those operating in the commercial, infrastructure and residential construction sectors; ● an increase in the cost of construction materials; ● a decrease in investment in certain of our key geographic markets; ● changes in interest rates and lending standards; ● an overcapacity in the businesses that drive the need for construction; ● adverse weather conditions, which may temporarily affect a particular region or regions; ● reduced construction activity in our end markets; ● terrorism or hostilities involving the U.S. or the U.K.; ● change in structural construction designs of buildings (e.g., wood versus concrete); ● risks of political or economic instability (e.g., negative impact on fuel prices globally as a result of the war in Ukraine); and ● oversupply of equipment or new entrants into the market resulting in pricing uncertainty.
The following factors, among others, may cause weakness in our end markets, either temporarily or long-term: ● the depth and duration of an economic slowdown and lack of availability of credit; ● lingering effects of the COVID-19 pandemic and macroeconomic factors, which have resulted in a tight labor market and impacted supply chains, our operations and our customers’ operations; ● uncertainty regarding general or regional economic conditions; ● reductions in corporate spending for plants and facilities or government spending for infrastructure projects; ● reductions in commercial and residential construction spending activity; ● the cyclical nature of our customers’ businesses, particularly those operating in the commercial, infrastructure and residential construction sectors; ● an increase in the cost of construction materials; ● a decrease in investment in certain of our key geographic markets; ● changes in interest rates and lending standards; ● an overcapacity in the businesses that drive the need for construction; ● adverse weather conditions, which may temporarily affect a particular region or regions; ● reduced construction activity in our end markets; ● terrorism or hostilities involving the U.S. or the U.K.; ● change in structural construction designs of buildings (e.g., wood versus concrete); ● risks of political or economic instability; and ● oversupply of equipment or new entrants into the market area resulting in greater competitive activity.
Global economic challenges including rising inflation, significant increases in fuel costs, supply-chain disruptions, and adverse labor market conditions have recently caused macroeconomic uncertainty and volatility in markets where we operate, and as a result of these challenges, (1) we have experienced negative impacts to our gross margins where we have not been able to fully pass these price increases on to our customers and (2) some of our customers’ projects have been delayed or potentially cancelled.
Global economic challenges including inflation, increased fuel costs, supply-chain disruptions, and adverse labor market conditions have caused macroeconomic uncertainty and volatility in markets where we operate, and as a result of these challenges, (1) we have experienced negative impacts to our gross margins where we have not been able to fully pass these cost increase factors on to our customers and (2) some of our customers’ projects have been delayed or potentially cancelled.
As of October 31, 2022, we had $427.1 million of indebtedness outstanding, consisting of (1) $375.0 million for our fixed 6.000% senior secured second lien notes due 2026 (the "Senior Notes") and (2) $52.1 million outstanding under our ABL credit agreement (the "ABL Facility"), in addition to $103.7 million of availability under our ABL Facility.
As of October 31, 2023, we had $394.0 million of indebtedness outstanding, consisting of (1) $375.0 million for our fixed 6.000% senior secured second lien notes due 2026 (the "Senior Notes") and (2) $19.0 million outstanding under our ABL credit agreement (the "ABL Facility"), in addition to $200.8 million of availability under our ABL Facility.
A further worsening of economic conditions or significant decrease in construction expenditures and/or investments could cause weakness in our end markets, cause declines in construction and industrial activity, and materially adversely affect our revenue and operating results.
Although economic conditions have shown signs of improvement in recent months, any further worsening of economic conditions or a decrease in construction expenditures and/or investments could cause weakness in our end markets, cause declines in construction and industrial activity, and materially adversely affect our revenue and operating results.
Our quarterly operating results may fluctuate significantly because of several factors, including: ● labor availability and costs for hourly and management personnel; ● profitability of our products, especially in new markets and due to seasonal fluctuations; ● seasonal weather patterns in the construction industry on which we rely, with activity tending to be lowest in the winter and spring; ● changes in interest rates; ● impairment of long-lived assets; ● macroeconomic conditions, both nationally and locally; ● negative publicity relating to products we serve; ● changes in consumer preferences and competitive conditions; ● expansion to new markets; and ● fluctuations in commodity prices.
Our quarterly operating results may fluctuate significantly because of several factors, including: ● labor availability and costs for hourly and management personnel; ● demand for our services; ● profitability of our products, especially in new markets and due to seasonal fluctuations; ● seasonal weather patterns in the construction industry on which we rely, with activity tending to be lowest in the winter and spring; ● changes in interest rates; ● impairment of long-lived assets; ● macroeconomic conditions, both nationally and locally; ● negative publicity relating to products we serve; ● changes in consumer preferences and competitive conditions; ● expansion to new markets; and ● fluctuations in commodity prices. 18 Table of Contents We are a holding company with no business operations of our own and we depend on cash flow from our wholly owned subsidiaries to meet our obligations.
Following an amendment to our 2018 Omnibus Incentive Plan on October 29, 2020, a total of 4.8 million shares of common stock were reserved for issuance under our 2018 Omnibus Incentive Plan, of which 0.3 million shares of common stock remain available for future issuance as of October 31, 2022.
Following amendments to our 2018 Omnibus Incentive Plan on October 29, 2020 and April 25, 2023, a total of 6.3 million shares of common stock were reserved for issuance under our 2018 Omnibus Incentive Plan, of which 1.4 million shares of common stock remain available for future issuance as of October 31, 2023.
We are a holding company with no business operations of our own and we depend on cash flow from our wholly owned subsidiaries to meet our obligations. We are a holding company with no business operations of its own or material assets other than the stock of our subsidiaries, all of which are wholly-owned.
We are a holding company with no business operations of our own or material assets other than the stock of our subsidiaries, all of which are wholly-owned. All of our operations are conducted by our subsidiaries and as a holding company, we require dividends and other payments from our subsidiaries to meet cash requirements.
If there is an insolvency, liquidation or other reorganization of any of our subsidiaries, our stockholders likely will have no right to proceed against their assets.
The terms of any credit facility may restrict our subsidiaries from paying dividends and otherwise transferring cash or other assets to us. If there is an insolvency, liquidation or other reorganization of any of our subsidiaries, our stockholders likely will have no right to proceed against their assets.
Item 1A. Risk Factors Risks Related to the Company’s Business and Operations Our business is cyclical in nature and a slowdown in the economic recovery or a decrease in general economic activity has in the past and could in the future negatively impact our financial results.
Item 1A. Risk Factors Risks Related to the Company’s Business and Operations Our business is cyclical in nature and a slowdown in economic activity, especially as it pertains to construction spending, has in the past and could in the future negatively impact our financial results. Substantially all of our customer base comes from the commercial, infrastructure and residential construction markets.
Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations. We are subject to income taxes in the U.S. and U.K., and our domestic tax liabilities will be subject to the allocation of expenses in differing jurisdictions.
Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could have in the past and could in the future adversely affect our financial condition and results of operations.
Future events, such as changes in existing laws or policies or their enforcement, or the discovery of currently unknown contamination, may give rise to remediation liabilities or other claims or costs that may be material. 12 Table of Contents We have identified material weaknesses in our internal control over financial reporting and previously restated our financial statements for the quarter ended July 31, 2022.
Future events, such as changes in existing laws or policies or their enforcement, or the discovery of currently unknown contamination, may give rise to remediation liabilities or other claims or costs that may be material. 12 Table of Contents The failure to maintain an effective system of internal controls could adversely affect our financial reporting, results of operations and share price and harm our business.
The sale of some or all of these shares by these investors could put downward pressure on the market price of our common stock.
The sale of some or all of these shares by these investors could put downward pressure on the market price of our common stock, and the ownership of significant shareholders has in the past contributed to our low trading volumes, as further described under the risk factor above titled "Shares of our common stock have been thinly traded in the past.".
Outcomes from these audits could have an adverse effect on our financial condition and results of operations. 13 Table of Contents Changes in laws or, regulations or rules, or a failure to comply with any laws, regulations or rules, may adversely affect our business, investments and results of operations.
Outcomes from these audits could have an adverse effect on our financial condition and results of operations. In the past, we have also been subject to adverse rulemaking positions and rulings regarding our tax positions, which could have a material adverse impact on our results of operations and financial condition.
Removed
Substantially all of our customer base comes from the commercial, infrastructure and residential construction markets.
Added
Effective internal controls are necessary to provide reliable financial reports and to assist in effective compliance and the prevention of fraud. Any inability to provide reliable financial reports or prevent fraud could adversely affect our results of operations and share price and harm our business.
Removed
If we are unable to remediate these material weaknesses and maintain effective controls in the future, our stock price may suffer. We recently identified material weaknesses in our internal control over financial reporting, as described in Part II, Item 9A “Controls and Procedures” of this Annual Report.
Added
We must annually evaluate our internal control procedures to satisfy the requirements of Section 404 of SOX, which requires management and auditors to assess the effectiveness of our internal controls.
Removed
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
Added
Our internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, failure or interruption of technology systems, the circumvention or overriding of controls, or fraud. Even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements.
Removed
The restatement of our financial statements for the quarter ended July 31, 2022 and the material weaknesses we identified may adversely affect our stock price, and the measures we take to remediate these deficiencies in our internal control over financial reporting and to implement and maintain effective controls in the future may not be sufficient to satisfy our obligations as a public company and produce reliable financial reports, which may result in additional material misstatements of our consolidated financial statements and adverse impacts on our business, financial condition, and results of operations.
Added
The failure to maintain effective internal controls, as regulatory or financial reporting standards are modified, supplemented or amended from time to time, could subject us to regulatory scrutiny, civil or criminal penalties or stockholder litigation. Failure to maintain effective internal controls could also result in financial statements that do not accurately reflect our financial condition or results of operations.
Removed
Section 404 of the Sarbanes-Oxley Act requires any company subject to the reporting requirements of the U.S. securities laws to do a comprehensive evaluation of its and its consolidated subsidiaries’ internal control over financial reporting. To comply with this statute, we were required to document, test and report on our internal control over financial reporting.
Added
Inadequate internal controls could cause investors to lose confidence in our reported financial information, which could have a negative effect on investor confidence in our financial statements, the trading price of our stock and our access to capital.
Removed
In addition, starting with our 2022 fiscal year, our independent auditors were required to issue an opinion on our audit of our internal control over financial reporting.
Added
There can be no assurance that we will be able to maintain a system of internal controls that fully complies with the requirements of SOX or that our management and independent registered public accounting firm will continue to conclude that our internal controls are effective.
Removed
The rules governing the standards that must be met for management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation to meet the detailed standards under the rules.
Added
In addition, we are subject to risks related to our internal controls and compliance systems, which may not be able to protect us from acts committed by employees, agents, or business partners of ours (or of businesses we acquire or partner with) that would violate U.S. and/or non-U.S. laws, including the laws governing payments to government officials, bribery, fraud, kickbacks, and false claims, sales and marketing practices, conflicts of interest, competition, export and import compliance, money laundering, and data privacy.
Removed
The effectiveness of our internal control over financial reporting is subject to various inherent limitations, including judgments used in decision making, assumptions about the likelihood of future events, the possibility of human error and the risk of fraud. We may be adversely affected by developments relating to Brexit.
Added
In particular, the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials for the purpose of obtaining or retaining business.
Removed
On January 31, 2020, the U.K. withdrew from the European Union (“EU”), which is commonly referred to as Brexit. On December 24, 2020, the U.K. and EU reached an agreement which contains rules for how the U.K. and EU are to live, work and trade together.
Added
Any such improper actions or allegations of such acts could damage our reputation and subject us to civil or criminal investigations in the United States and in other jurisdictions and related shareholder lawsuits, could lead to substantial civil and criminal, monetary and non-monetary penalties and could cause us to incur significant legal and investigatory fees.
Removed
On December 31, 2020, the transition period ended, and the U.K. left the EU single market and customs union.
Added
We are subject to income taxes in the U.S. and U.K., and our domestic tax liabilities will be subject to the allocation of expenses in differing jurisdictions.
Removed
While almost all of the work performed by our UK Operations segment continues to be performed domestically in the U.K., the effects of and the perceptions as to the impact from the withdrawal of the U.K. from the EU continues to have the potential to adversely affect business activity and economic and market conditions in the U.K., the Eurozone, and globally and could contribute to instability in global financial and foreign exchange markets, including volatility in the value of the pound sterling and the euro.
Added
For example, effective April 1, 2020, the state of Washington Department of Revenue (“DOR”) published a rule which effectively deems the provision of standalone concrete pumping services as a retail sale subject to sales tax.
Removed
As reported previously, Brexit could continue to lead to additional political, legal and economic instability in the EU or labor shortages due to changes and restrictions regarding the free movement of people into the U.K. from the EU.
Added
The Company does not charge sales tax to its customers that provide a reseller certificate, treating this as a wholesale transaction rather than as a retail sale.
Removed
Any of these effects of Brexit, and others we cannot anticipate, could adversely affect the value of our assets in the U.K., as well as our business, financial condition, results of operations and cash flows.
Added
As such, for the period from April 1, 2020 through October 31, 2023, the Company has continued to not charge sales tax where its customers provide a reseller certificate and has petitioned for declaratory relief from the rule.
Removed
In addition to Brexit, the UK and worldwide macro economies have been impacted by other significant events such as COVID-19 which have created other variables in assessing the impact of Brexit. This has meant that the potential medium to longer term impact of Brexit continues and will continue to be assessed.
Added
In February 2023, the Company received an adverse ruling from the Thurston County superior court regarding its position, which it has appealed and oral argument is scheduled for February 2024 in the Court of Appeals in Tacoma, Washington.
Removed
We may amend the terms of the warrants in a manner that may be adverse to holders with the approval by the holders of at least 65% of the then-outstanding warrants.
Added
If the Company is not successful in its arguments against the DOR in its appeal, an estimated $3.5 million in sales tax, inclusive of interest and penalties, may be owed and would be accrued in the quarter in which the court makes any unfavorable determination. 13 Table of Contents Changes in laws or, regulations or rules, or a failure to comply with any laws, regulations or rules, may adversely affect our business, investments and results of operations.
Removed
As a result, the exercise price of our warrants could be increased, the exercise period could be shortened and the number of shares of common stock purchasable upon exercise of a warrant could be decreased without a warrant holder’s approval.
Added
Through June 29, 2022, borrowings in U.S. Dollars bore interest at either (1) an adjusted LIBOR rate plus an applicable margin of 2.25% or (2) a base rate plus an applicable margin of 1.25%. After June 29, 2022 and through May 31, 2023, borrowings in U.S.
Removed
Our warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us.
Added
Dollars bear interest at (1) the SOFR rate plus an applicable margin currently set at 2.25% or (2) a base rate plus an applicable margin currently set at 1.25%. The applicable margins for U.S. Dollar loans are subject to a step down of 0.25% based on excess availability levels.
Removed
The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision but requires the approval by the holders of at least 65% of the then-outstanding public warrants to make any change that adversely affects the interests of the registered holders.
Added
Through May 31, 2023, borrowings in GBP bore interest at the sterling overnight indexed average ("SONIA") rate plus an applicable margin currently set at 2.0326%. After May 31, 2023, borrowings in GBP bear interest at the SONIA rate plus an applicable margin equal to 2.2826%.
Removed
Accordingly, we may amend the terms of the warrants in a manner adverse to a holder if holders of at least 65% of the then-outstanding public warrants approve of such amendment.
Added
The applicable margins for SONIA are subject to a step down of 0.25% based on excess availability levels. The ABL Facility matures the earlier of (a) June 1, 2028 or (b) the date that is 180 days prior to (i) the final stated maturity date of the Senior Notes or (ii) the date the Senior Notes become due and payable.
Removed
Although our ability to amend the terms of the warrants with the consent of at least 65% of the then-outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of shares of common stock purchasable upon exercise of a warrant or automatically at our option. 18 Table of Contents Our warrants are exercisable for common stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.
Removed
As of October 31, 2022, there were 13,017,677 public warrants and no private placement warrants outstanding, respectively. The public warrants have an exercise price of $11.50 per share.
Removed
To the extent such warrants are exercised, additional shares of common stock will be issued, which will result in dilution to the holders of common stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of our common stock.
Removed
All of our operations are conducted by our subsidiaries and as a holding company, we require dividends and other payments from our subsidiaries to meet cash requirements. The terms of any credit facility may restrict our subsidiaries from paying dividends and otherwise transferring cash or other assets to us.

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed1 unchanged
Biggest changeItem 2. Properties Our corporate office is located at 500 E. 84 th Avenue, Suite A-5, Thornton, CO 80229, where we lease approximately 13,415 square feet of office space in the building. We operate from a base of approximately 100 locations in 20 states in the U.S. and 30 locations in the U.K. as of October 31, 2022.
Biggest changeItem 2. Properties Our corporate office is located at 500 E. 84 th Avenue, Suite A-5, Thornton (near Denver), CO 80229, where we lease approximately 13,415 square feet of office space in the building. We operate from a base of approximately 100 locations in 21 states in the U.S. and 30 locations in the U.K. as of October 31, 2023.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

1 edited+0 added−0 removed0 unchanged
Biggest changeItem 4. Mine Safety Disclosures 21 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 22 Item 6. [Reserved] 22 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 23 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 38 Item 8.
Biggest changeItem 4. Mine Safety Disclosures 21 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 22 Item 6. [Reserved] 22 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 23 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 36 Item 8.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

5 edited+4 added−1 removed2 unchanged
Biggest changeISSUER PURCHASES OF EQUITY SECURITIES Period Total Number of Shares Purchased Average Price Paid Per Share 1 Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet be Purchased under the Plans or Programs 2,3 August 1, 2022-August 30, 2022 64,736 $ 6.92 - $ 9,617,189 September 1, 2022- September 30, 2022 74,424 6.79 74,424 9,112,187 October 1, 2022 - October 31, 2022 277,792 6.48 277,792 7,311,544 Total 416,952 $ 6.60 352,216 $ 7,311,544 (1) During the fourth quarter of 2022, we repurchased an aggregate of 416,952 shares of our common stock for a total of $2.8 million at an average price of $ 6.60 per share, pursuant to the following: ● In June 2022, our board of directors approved a share repurchase program, which was announced on June 7, 2022, authorizing us to repurchase up to $10.0 million of our common stock from time to time through June 15, 2023.
Biggest changeISSUER PURCHASES OF EQUITY SECURITIES Period Total Number of Shares Purchased 1 Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet be Purchased under the Plans or Programs 3,4 August 1, 2023 - August 30, 2023 97,776 $ 7.43 19,599 $ 8,527,520 September 1, 2023 - September 30, 2023 - - - 8,527,520 October 1, 2023 - October 31, 2023 14,477 6.87 14,477 8,428,050 Total 112,253 2 $ 7.36 34,076 $ 8,428,050 (1) In June 2022, our board of directors approved a share repurchase program, which was announced June 7, 2022, authorizing us to repurchase up to $10.0 million of our common stock from time to time through June 15, 2023.
Issuer Purchases of Equity Securities The table below sets forth information regarding repurchases by the Company of its common stock during the periods indicated.
The table below sets forth information regarding repurchases by the Company of its common stock during the periods indicated.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is currently listed on Nasdaq under the symbol “BBCP” and our public warrants are quoted on the OTC Pink marketplace operated by OTC Markets Group, Inc. under the symbol “BBCPW.” As of January 30, 2023, there were 129 holders of record of shares of our common stock and 1 holder of record of our public warrants.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is currently listed on Nasdaq under the symbol “BBCP”. As of January 12, 2024, there were 134 holders of record of shares of our common stock.
During fiscal 2022, we repurchased 415,066 common shares for $2.7 million under the June 2022 authorization, for an average price of $6.48 per share.
During fiscal years 2023 and 2022, under our share repurchase program, we repurchased an aggregate of 1,333,038 and 415,066 shares, respectively, of our common stock for a total of $8.9 million and $2.7 million at an average price of $6.66 and $6.48 per share, respectively.
These shares consisted of shares retained to cover payroll withholding taxes in connection with the vesting of restricted stock awards. (2) Includes commission cost. (3) Dollar value of shares that may yet be purchased under the repurchase program is as of the end of the period.
(4) Dollar value of shares that may yet be purchased under the repurchase program is as of the end of the period.
Removed
At October 31, 2022, we had approximately $7.3 million remaining under the June 2022 authorization. ● In addition, the Company acquired 64,736 shares for a total cost of approximately $0.4 million during the three months ended October 31, 2022 that were not part of the publicly announced share repurchase authorizations.
Added
Issuer Purchases of Equity Securities During the fourth quarter of 2023, we repurchased an aggregate of 34,076 shares of our common stock under our publicly announced share repurchase program for a total of $0.2 million at an average price of $7.08 per share.
Added
In January 2023, the board of directors of the Company approved a $10.0 million increase to the Company ’ s share repurchase program, which was announced January 23, 2023.
Added
This authorization was set to expire on March 31, 2024, but on January 4, 2024, the board of directors approved an extension of the authorization so that it will expire on March 31, 2025.
Added
(2) Of the 112,253 shares included in this column, 34,076 were purchased under the purchase program and the remaining 78,177 shares reflect shares of common stock purchased into treasury stock in order to satisfy employee tax withholding obligations for the vesting of stock awards. (3) Includes commission cost.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

66 edited+36 added−50 removed44 unchanged
Biggest changeConcrete Waste Management Services Net income $ 8,898 $ 5,500 Interest expense, net - - Income tax expense 2,803 1,486 Depreciation and amortization 8,601 9,447 EBITDA 20,302 16,433 Transaction expenses - - Stock-based compensation - - Other income, net (24 ) (22 ) Other adjustments 2,560 2,000 Adjusted EBITDA $ 22,838 $ 18,411 Year Ended October 31, (in thousands) 2022 2021 Corporate Net income (loss) $ 11,157 $ (8,586 ) Interest expense, net - - Income tax expense 388 353 Depreciation and amortization 848 840 EBITDA 12,393 (7,393 ) Transaction expenses - - Stock-based compensation - - Change in fair value of warrant liabilities (9,894 ) 9,894 Other income, net - - Other adjustments - - Adjusted EBITDA $ 2,499 $ 2,501 35 Table of Contents Critical Accounting Policies and Estimates In presenting our financial statements in conformity with U.S.
Biggest changeConcrete Waste Management Services Net income $ 14,348 $ 8,898 Income tax expense 4,339 2,803 Depreciation and amortization 8,401 8,601 EBITDA 27,088 20,302 Other income, net (6 ) (24 ) Other adjustments (1) 2,948 2,560 Adjusted EBITDA $ 30,030 $ 22,838 Year Ended October 31, (in thousands) 2023 2022 Other Net income $ 8,176 $ 11,157 Income tax expense 364 388 Depreciation and amortization 860 848 EBITDA 9,400 12,393 Change in fair value of warrant liabilities (6,899 ) (9,894 ) Adjusted EBITDA $ 2,501 $ 2,499 33 Table of Contents Critical Accounting Policies and Estimates For more information regarding the Company’s significant accounting policies, as well as recent accounting pronouncements, see Note 2 and Note 3 to the consolidated financial statements within Item 8 of this Annual Report.
We use our liquidity and capital resources to: (1) finance working capital requirements; (2) service our indebtedness; (3) purchase property, plant and equipment; and (4) finance strategic acquisitions, such as the acquisition of Capital, Pioneer, Coastal and others.
We use our liquidity and capital resources to: (1) finance working capital requirements; (2) service our indebtedness; (3) purchase property, plant and equipment; and (4) finance strategic acquisitions, such as the acquisition of Pioneer, Coastal and others.
We believe these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends related to our financial condition and results of operations, and as a tool for investors to use in evaluating our ongoing operating results and trends and in comparing our financial measures with competitors who also present similar non-GAAP financial measures.
We believe these non-GAAP measures of financial results provide useful supplemental information to management and investors regarding certain financial and business trends related to our financial condition and results of operations, and as a supplemental tool for investors to use in evaluating our ongoing operating results and trends and in comparing our financial measures with competitors who also present similar non-GAAP financial measures.
This method requires a selection of comparable publicly-traded companies on major exchanges and involves a certain degree of judgment, as no two companies are entirely alike. These companies should be engaged in the same or a similar line of business as the reporting units be evaluated.
This method requires a selection of comparable publicly-traded companies on major exchanges and involves a certain degree of judgment, as no two companies are entirely alike. These companies should be engaged in the same or a similar line of business as the reporting units being evaluated.
Management’s projections used to estimate the undiscounted cash flows included modest annual increases to revenue volumes and rates, cash flow margins that are consistent with recently achieved actual amounts, terminal growth rates of 3.0% and discount rates ranging from 10.0% to 11.3%. As a result of the goodwill impairment analysis, the fair values of its U.S.
Management’s projections used to estimate the discounted cash flows included modest annual increases to revenue volumes and rates, cash flow margins that are consistent with recently achieved actual amounts, terminal growth rates of 3.0% and discount rates ranging from 10.0% to 11.3%. As a result of the goodwill impairment analysis, the fair values of its U.S.
We evaluate the implied control premium by comparing it to control premiums of recent comparable market transactions, as applicable. 36 Table of Contents Under the income approach, the DCF model is based on expected future after-tax operating cash flows of the reporting unit, discounted to a present value using a risk-adjusted discount rate.
We evaluate the implied control premium by comparing it to control premiums of recent comparable market transactions, as applicable. 34 Table of Contents Under the income approach, the DCF model is based on expected future after-tax operating cash flows of the reporting unit, discounted to a present value using a risk-adjusted discount rate.
The most sensitive assumption is the discount rate and a 50 basis point increase in the discount rate would not have resulted in any of the reporting units’ carrying values exceeding their fair values. 37 Table of Contents Business combinations and asset acquisitions The Company applies the principles provided in ASC 805, Business Combinations ("ASC 805"), to determine whether a transaction involves an asset or a business.
The most sensitive assumption is the discount rate and a 50 basis point increase in the discount rate would not have resulted in any of the reporting units’ carrying values exceeding their fair values. 35 Table of Contents Business combinations and asset acquisitions The Company applies the principles provided in ASC 805, Business Combinations ("ASC 805"), to determine whether a transaction involves an asset or a business.
In addition, these measures (1) are used in quarterly and annual financial reports prepared for management and our board of directors and (2) help management to determine incentive compensation. EBITDA and Adjusted EBITDA have limitations and should not be considered in isolation or as a substitute for performance measures calculated under GAAP.
In addition, these measures (1) are used in quarterly and annual financial reports and presentations prepared for management, our board of directors and investors, and (2) help management to determine incentive compensation. EBITDA and Adjusted EBITDA have limitations and should not be considered in isolation or as a substitute for performance measures calculated under GAAP.
The Company assumes no obligation to update any of these forward-looking statements Business Overview The Company is a Delaware corporation headquartered in Denver, Colorado. The audited consolidated financial statements included herein include the accounts of Concrete Pumping Holdings, Inc. and its wholly owned subsidiaries including Brundage-Bone Concrete Pumping, Inc.
The Company assumes no obligation to update any of these forward-looking statements. Business Overview The Company is a Delaware corporation headquartered in Thornton, Colorado. The audited consolidated financial statements included herein include the accounts of Concrete Pumping Holdings, Inc. and its wholly owned subsidiaries including Brundage-Bone Concrete Pumping, Inc.
Our primary sources of liquidity are cash generated from operations, available cash and cash equivalents and access to our revolving credit facility under our ABL Facility, which provides for aggregate borrowings of up to $160.0 million, subject to a borrowing base limitation.
Our primary sources of liquidity are cash generated from operations, available cash and cash equivalents and access to our revolving credit facility under our ABL Facility, which provides for aggregate borrowings of up to $225.0 million, subject to a borrowing base limitation.
We have current obligations related to finance leases of $0.1 million and a long-term obligation of $0.2 million. We have a current obligation for our ABL Facility of $52.1 million. Additionally, the Company was contractually committed for $17.0 million of capital expenditures for purchases of property and equipment and these are expected to be paid in the next twelve months.
We have current obligations related to finance leases of $0.1 million and a long-term obligation of $0.1 million. We have a current obligation for our ABL Facility of $19.0 million. Additionally, the Company was contractually committed for $30.2 million of capital expenditures for purchases of property and equipment and these are expected to be paid in the next twelve months.
Equipment generally returns to a “home base” nightly and these branches do not contract to purchase, mix, or deliver concrete. This segment collectively has approximately 100 branch locations across 20 states with their corporate headquarters in Denver, Colorado. In recent years, U.S.
Equipment generally returns to a “home base” nightly and these branches do not contract to purchase, mix, or deliver concrete. This segment collectively has approximately 100 branch locations across 21 states with their corporate headquarters in Thornton, Colorado. In recent years, U.S.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and related notes included elsewhere in this Annual Report.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and related notes in Item 8 of this Annual Report.
(“Pioneer”) for the purchase consideration of $20.2 million, which provided us with complementary assets and operations in both Georgia and Texas and (3) our acquisition of Coastal Carolina Concrete Pumping, Inc. ("Coastal") in August 2022 for the purchase consideration of $30.8 million, which expanded our operations in the Carolinas and Florida. U.S.
(“Pioneer”) for the purchase consideration of $20.2 million, which provided us with complementary assets and operations in both Georgia and Texas and (2) our acquisition of Coastal Carolina Concrete Pumping, Inc. ("Coastal") in August 2022 for the purchase consideration of $30.8 million, which expanded our operations in North Carolina, South Carolina and Florida. U.S.
Corporate There was no change in Adjusted EBITDA for our Corporate segment for the periods presented. 29 Table of Contents Liquidity and Capital Resources Overview Our capital structure is primarily a combination of (1) permanent financing, represented by stockholders’ equity; (2) zero-dividend convertible perpetual preferred stock; (3) long-term financing represented by our Senior Notes and (4) short-term financing under our ABL Facility.
There was no change in Adjusted EBITDA for our Other activities for the periods presented. 28 Table of Contents Liquidity and Capital Resources Overview Our capital structure is primarily a combination of (1) permanent financing, represented by stockholders’ equity; (2) zero-dividend convertible perpetual preferred stock; (3) long-term financing represented by our Senior Notes and (4) short-term financing under our ABL Facility.
In response to changing economic conditions, we believe we have the flexibility to modify our capital expenditures by adjusting them (either up or down) to match our actual performance. Our capital expenditures for the years ended October 31, 2022 and 2021 were approximately $101.9 million and $62.8 million, respectively. To service our debt, we require a significant amount of cash.
In response to changing economic conditions, we believe we have the flexibility to modify our capital expenditures by adjusting them (either up or down) to match our actual performance. Our capital expenditures for the years ended October 31, 2023 and 2022 were approximately $54.5 million and $101.9 million, respectively. To service our debt, we require a significant amount of cash.
See “Senior Notes and ABL Facility” discussion below for more information. 30 Table of Contents Future Contractual Obligations Our contractual obligations and commercial commitments principally include obligations associated with our outstanding indebtedness, interest payments, lease agreements and capital expenditures. We have no off-balance sheet arrangements.
See “Senior Notes and ABL Facility” discussion below for more information. 29 Table of Contents Future Contractual Obligations Our contractual obligations and commercial commitments principally include obligations associated with our outstanding indebtedness, interest payments, lease agreements and capital expenditures. We have no off-balance sheet arrangements except for our committed capital as discussed below.
Our estimated future obligations as of October 31, 2022 include both current and long term obligations. We have a long-term obligation of $375.0 million related to our Senior Notes due January 2026 (excluding discount for deferred financing costs). Under our operating leases, we have short-term obligations for payments of $5.4 million and long-term obligations for payments of $25.8 million.
Our estimated future obligations as of October 31, 2023 include both current and long term obligations. We have a long-term obligation of $375.0 million related to our Senior Notes due February 2026 (excluding discount for deferred financing costs). Under our operating leases, we have short-term obligations for payments of $6.3 million and long-term obligations for payments of $25.3 million.
As of October 31, 2022, we had $7.5 million of cash and cash equivalents and $103.7 million of available borrowing capacity under the ABL Facility, providing total available liquidity of $111.2 million. We may from time to time seek to retire or pay down borrowings on the outstanding balance of our ABL Facility or Senior Notes using cash on hand.
As of October 31, 2023, we had $15.9 million of cash and cash equivalents and $200.8 million of available borrowing capacity under the ABL Facility, providing total available liquidity of $216.7 million. We may from time to time seek to retire or pay down borrowings on the outstanding balance of our ABL Facility or Senior Notes using cash on hand.
These assumptions and estimates include projected revenue, cash flow margins, capital expenditures, trade name royalty rates, discount rate, tax amortization benefit and other market factors outside of our control. The Company elects to perform a qualitative assessment for the other quarterly reporting periods throughout the fiscal year.
These assumptions and estimates include projected revenue, cash flow margins, capital expenditures, trade name royalty rates, discount rate, tax amortization benefit and other market factors outside of our control. The Company evaluates for triggering events quarterly throughout the fiscal year.
GAAP, we are required to make estimates and assumptions that affect the amounts reported therein. Several of the estimates and assumptions we are required to make relate to matters that are inherently uncertain as they pertain to future events.
In presenting our financial statements in conformity with U.S. GAAP, we are required to make estimates and assumptions that affect the amounts reported therein. Several of the estimates and assumptions we are required to make relate to matters that are inherently uncertain as they pertain to future events.
Camfaud has approximately 30 branch locations throughout the U.K., with its corporate headquarters in Epping (near London), England. In addition, we have concrete waste management operations under our Eco-Pan brand name in the U.K. and currently operate from a shared Camfaud location.
Equipment generally returns to a “home base” nightly and does not contract to purchase, mix, or deliver concrete. Camfaud has approximately 30 branch locations throughout the U.K., with its corporate headquarters in Epping (near London), England. In addition, we have concrete waste management operations under our Eco-Pan brand name in the U.K. and currently operate from a shared Camfaud location.
Excluding amortization of intangible assets of $22.5 million, depreciation expense of $2.3 million and stock-based compensation expense of $5.0 million, G&A expenses were $83.4 million for the fiscal year 2022 (20.8% of revenue), up $19.8 million from $63.6 million for fiscal 2021 (20.1% of revenue).
Excluding amortization of intangible assets of $18.9 million, depreciation expense of $2.4 million and stock-based compensation expense of $3.8 million, G&A expenses were $91.7 million for the fiscal year 2023 (20.7% of revenue), up $8.3 million from $83.4 million for fiscal 2022 (20.8% of revenue).
Generally, we believe our business requires a relatively low level of working capital investment due to low inventory requirements and timely customer payments due to daily billings for most of our services. Net cash provided by operating activities generally reflects the cash effects of transactions and other events used in the determination of net income or loss.
Generally, we believe our business requires a relatively low level of working capital investment due to low inventory requirements and timely customer payments due to daily billings for most of our services. Cash flow provided by operating activities.
Operations Net income for our U.K. Operations segment was $2.1 million for the twelve-months ended October 31, 2022, up from a net loss of $1.0 million for the twelve-months ended October 31, 2021. Adjusted EBITDA for our U.K.
Operations segment was $4.2 million for the twelve months ended October 31, 2023, up from net income of $2.1 million for the twelve months ended October 31, 2022. Adjusted EBITDA for our U.K. Operations segment was $18.5 million for the twelve months ended October 31, 2023, up 17.6% from $15.7 million for the twelve months ended October 31, 2022.
The ABL Facility also provides for an uncommitted accordion feature under which the ABL Borrowers can, subject to specified conditions, increase the ABL Facility by up to an additional $75.0 million.
The ABL Facility also provides for an uncommitted accordion feature under which the borrowers under the ABL Facility can, subject to specified conditions, increase the ABL Facility by up to an additional $75.0 million. The $65.0 million in incremental commitments were provided by JPMorgan Chase Bank, N.A. and PNC Bank, N.A.
The increase in G&A expenses was primarily due to (1) higher health insurance and labor costs of approximately $11.1 million primarily due to additional personnel that joined the Company as a result of recent acquisitions, (2) higher other G&A-related expenses of $8.6 million, which primarily is from higher automotive, travel, office and rent expense due to recent acquisitions and (3) an additional $2.5 million related to fluctuations in the GBP.
The increase in G&A expenses was primarily due to (1) higher labor costs of approximately $6.5 million primarily due to additional personnel that joined the Company as a result of recent acquisitions, (2) higher rent, utilities and office expenses aggregating to $1.3 million primarily from recent acquisitions and (3) higher legal and accounting expenses.
Adjusted EBITDA is calculated by taking EBITDA and adding back transaction expenses, loss on debt extinguishment, stock-based compensation, other income, net, goodwill and intangibles impairment and other adjustments.
Adjusted EBITDA is calculated by taking EBITDA and adding back transaction expenses, loss on debt extinguishment, stock-based compensation, other income, net, goodwill and intangibles impairment and other adjustments. Transaction expenses represent expenses for legal, accounting, and other professionals that were engaged in the completion of various acquisitions.
Net cash provided by operating activities during the twelve-months ended October 31, 2022 was $76.7 million.
Net cash provided by financing activities was $46.0 million for the twelve months ended October 31, 2022.
Concrete Waste Management Services segment was $8.9 million for the twelve-months ended October 31, 2022, up from net income of $5.5 million for the twelve-months ended October 31, 2021. Adjusted EBITDA for our U.S.
The increase in net income and Adjusted EBITDA were primarily attributable to the year-over-year improvement in revenue. U.S. Concrete Waste Management Services. Net income for our U.S. Concrete Waste Management Services segment was $14.3 million for the twelve months ended October 31, 2023, up from net income of $8.9 million for the twelve months ended October 31, 2022.
The Company used $62.8 million for the purchase of property, plant and equipment and $0.8 million for the purchase of intangible assets. These amounts were partially offset by $7.0 million in proceeds from the sale of property, plant and equipment. Net cash used in financing activities was $16.0 million for the twelve-months ended October 31, 2021.
The Company used $54.5 million for the purchase of property, plant and equipment and $0.8 million for the purchase of intangible assets. These amounts were partially offset by $11.1 million in proceeds from the sale of property, plant and equipment. We used $124.1 million to fund investing activities during the twelve months ended October 31, 2022.
Concrete Pumping has grown through the acquisitions of Coastal in August 2022, Pioneer in November 2021 and Hi-Tech in September 2021, as described above, and the Company completed its greenfield expansion into Las Vegas during fiscal 2021 and Metro Washington DC in fiscal 2022. U.S. Concrete Waste Management Services Our U.S.
Concrete Pumping has grown through the acquisitions of Coastal in August 2022 and Pioneer in November 2021, as described above, and the completion of the Company's greenfield expansion into the Washington DC metropolitan area in fiscal 2022. U.S. Concrete Waste Management Services Our U.S. Concrete Waste Management Services segment consists of our U.S. based Eco-Pan business.
Concrete Waste Management Services segment consists of our U.S. based Eco-Pan business. Eco-Pan provides industrial cleanup and containment services, primarily to customers in the construction industry. Eco-Pan uses containment pans specifically designed to hold waste products from concrete and other industrial cleanup operations.
Eco-Pan provides industrial cleanup and containment services, primarily to customers in the construction industry. Eco-Pan uses containment pans specifically designed to hold waste products from concrete and other industrial cleanup operations. Eco-Pan has 19 operating locations across the U.S. with its corporate headquarters in Thornton, Colorado. 23 Table of Contents U.K. Operations Our U.K.
Corporate Our Corporate segment is primarily related to the intercompany leasing of real estate to certain of our U.S Concrete Pumping branches.
Corporate ("Other") Our Corporate activities, referred to as "Other" in our financial statements, primarily relate to the intercompany leasing of real estate to certain of our U.S Concrete Pumping branches.
Transaction expenses represent expenses for legal, accounting, and other professionals that were engaged in the completion of various acquisitions. Transaction expenses can be volatile as they are primarily driven by the size of a specific acquisition. As such, we exclude these amounts from Adjusted EBITDA for comparability across periods.
Transaction expenses can be volatile as they are primarily driven by the size of a specific acquisition. As such, we exclude these amounts from Adjusted EBITDA for comparability across periods. Other adjustments include the adjustments for warrant liabilities revaluation, non-recurring expenses and non-cash currency gains/losses.
This was offset slightly by lower amortization of intangible assets expense of $4.6 million and lower stock-based compensation expense of $1.6 million. G&A expenses as a percent of revenue were 28.2% for fiscal 2022 compared to 31.5% for the same period a year ago.
These increases were offset by non-cash decreases in amortization expense of $3.6 million, $2.7 million related to fluctuations in the GBP and lower stock-based compensation expense of $1.2 million. G&A expenses as a percentage of revenue were 26.4% for fiscal 2023 compared to 28.2% for the same period a year ago.
Concrete Pumping Net income for our U.S. Concrete Pumping segment was $6.5 million for the twelve-months ended October 31, 2022, up from a net loss of $11.0 million for the twelve-months ended October 31, 2021. Adjusted EBITDA for our U.S.
See “Non-GAAP Measures (EBITDA and Adjusted EBITDA)” below for more information. U.S. Concrete Pumping. Net income for our U.S. Concrete Pumping segment was $5.1 million for the twelve months ended October 31, 2023, down from net income of $6.5 million for the twelve months ended October 31, 2022. Adjusted EBITDA for our U.S.
Operations Net income (loss) $ 2,080 $ (1,028 ) Interest expense, net 2,923 3,159 Income tax expense (benefit) (130 ) 1,759 Depreciation and amortization 7,709 8,238 EBITDA 12,582 12,128 Transaction expenses - - Stock-based compensation - - Other income, net (15 ) (53 ) Other adjustments 3,150 3,264 Adjusted EBITDA $ 15,717 $ 15,339 Year Ended October 31, (in thousands) 2022 2021 U.S.
Operations Net income $ 4,160 $ 2,080 Interest expense, net 2,825 2,923 Income tax expense (benefit) 752 (130 ) Depreciation and amortization 7,535 7,709 EBITDA 15,272 12,582 Other income, net (40 ) (15 ) Other adjustments (1) 3,254 3,150 Adjusted EBITDA $ 18,486 $ 15,717 Year Ended October 31, (in thousands) 2023 2022 U.S.
Starting in the first quarter of fiscal 2023, we will modify the method in which adjusted EBITDA is calculated by no longer including an add-back for director costs (which were $2.0 million in 2022 and $2.4 million in 2021) or expenses related to being a publicly-traded company (which were $0.5 million in both 2022 and 2021). 34 Table of Contents Year Ended October 31, (in thousands) 2022 2021 U.K.
As of the first quarter of fiscal 2023, we modified the method in which adjusted EBITDA is calculated by no longer including an add-back for director costs and public company expenses. Adjusted EBITDA for the fiscal year ended October 31, 2022 is recast by $2.5 million for these expenses to reflect this change.
Our principal uses of cash historically have been to fund operating activities and working capital, purchases of property and equipment, strategic acquisitions, fund payments due under facility operating and finance leases, share repurchases and to meet debt service requirements. The amount of our future capital expenditures will depend on a number of factors including general economic conditions and growth prospects.
Material Cash Requirements Our principal uses of cash historically have been to fund operating activities and working capital, purchases of property and equipment, strategic acquisitions, fund payments due under facility operating and finance leases, share repurchases and to meet debt service requirements. Our working capital surplus as of October 31, 2023 was $10.3 million.
Year Ended October 31, (in thousands) 2022 2021 Consolidated Net income (loss) $ 28,676 $ (15,073 ) Interest expense, net 25,891 25,190 Income tax expense 5,526 2,642 Depreciation and amortization 57,462 55,906 EBITDA 117,555 68,665 Transaction expenses 318 312 Loss on debt extinguishment - 15,510 Stock-based compensation 5,034 6,591 Change in fair value of warrant liabilities (9,894 ) 9,894 Other income, net (88 ) (117 ) Other adjustments 1 5,652 3,487 Adjusted EBITDA $ 118,577 $ 104,342 Year Ended October 31, (in thousands) 2022 2021 U.S.
Year Ended October 31, (in thousands) 2023 2022 Consolidated Net income $ 31,790 $ 28,676 Interest expense, net 28,119 25,891 Income tax expense 8,772 5,526 Depreciation and amortization 58,666 57,462 EBITDA 127,347 117,555 Transaction expenses 61 318 Stock-based compensation 3,847 5,034 Change in fair value of warrant liabilities (6,899 ) (9,894 ) Other income, net (330 ) (88 ) Other adjustments (1) 574 3,131 Adjusted EBITDA $ 124,600 $ 116,056 Year Ended October 31, (in thousands) 2023 2022 U.S.
The incurrence of debt financing would result in debt service obligations and the instruments governing such debt could provide for operating and financing covenants that would restrict our operations. Material Cash Requirements Our principal sources of liquidity have been from cash provided by operating activities, proceeds from the issuance of debt, and borrowings available under the ABL Facility.
The incurrence of debt financing would result in debt service obligations and the instruments governing such debt could provide for operating and financing covenants that would restrict our operations.
Depending on the deal size and characteristics of the M&A opportunities available, we expect to allocate capital for opportunistic M&A utilizing cash on the balance sheet and the revolving line of credit.
Depending on the deal size and characteristics of the M&A opportunities available, we expect to allocate capital for opportunistic M&A utilizing cash on the balance sheet and the revolving line of credit. In recent years and as further described below, we have successfully executed on this strategy, including (1) our November 2021 acquisition of Pioneer Concrete Pumping Service, Inc.
The outstanding balance under the ABL Facility as of October 31, 2022 was $52.1 million and the Company was in compliance with all debt covenants thereunder. 32 Table of Contents Cash Flows Cash generated from operating activities typically reflects net income, as adjusted for non-cash expense items such as depreciation, amortization and stock-based compensation, and changes in our operating assets and liabilities.
See Note 1 0 in Item 8 Financial Statements and Supplementary Data for more information on the Senior Notes and ABL Facility. 30 Table of Contents Cash Flows Cash generated from operating activities typically reflects net income, as adjusted for non-cash expense items such as depreciation, amortization and stock-based compensation, and changes in our operating assets and liabilities.
Operations segment was $15.7 million for the twelve-months ended October 31, 2022, up 2.5% from $15.3 million for the twelve-months ended October 31, 2021. The year-over-year increase was primarily attributable to the year-over-year improvement in revenue that was partially offset by inflationary pressures on gross margins. U.S. Concrete Waste Management Services Net income for our U.S.
Adjusted EBITDA for our U.S. Concrete Waste Management Services segment was $30.0 million for the twelve months ended October 31, 2023, up 31.5% from $22.8 million for the twelve months ended October 31, 2022. The increase in net income and Adjusted EBITDA was primarily attributable to the year-over-year robust organic growth in revenue as discussed above. Other.
In addition, we had cash inflows related to an increase of $8.9 million in accrued payroll, accrued expenses and other current liabilities. This change is primarily due to an increase in accrued insurance, the timing of accrued capital expenditures and other smaller items.
The increase in accrued payroll, accrued expenses and other current liabilities is primarily related to an aggregate increase of $8.9 million in (1) increase in accrued insurance, (2) accrued capital expenditures and (3) other smaller items, partially offset by a decrease in the operating lease liability of $3.7 million related to the change in operating lease liability due to the implementation of ASC 842 and bifurcating out the operating lease payments.
These amounts were partially offset by $10.0 million in proceeds from the sale of property, plant and equipment. Net cash provided by financing activities was $46.0 million for the twelve-months ended October 31, 2022.
The Company used $101.9 million for the purchase of property, plant and equipment, $30.8 million to fund the acquisition of Coastal and $1.5 million for the purchase of intangible assets. These amounts were partially offset by $10.0 million in proceeds from the sale of property, plant and equipment. Cash flow provided by (used in) financing activities .
Concrete Pumping Revenue for our U.S. Concrete Pumping segment increased by 29.2%, or $67.0 million, from $229.5 million in the twelve-months ended October 31, 2021 to $296.5 million for fiscal 2022. Revenue attributable to our acquisitions of Hi-Tech (full year in fiscal 2022 vs partial year in fiscal 2021), Pioneer and Coastal, was $32.7 million for fiscal 2022.
Revenue by segment is further discussed below. 25 Table of Contents U.S. Concrete Pumping. Revenue for our U.S. Concrete Pumping segment increased by 7.2%, or $21.4 million, from $296.5 million in the twelve months ended October 31, 2022 to $317.9 million for fiscal 2023.
In addition, we had cash inflows related to the following activity: (1) an increase of $4.0 million in accounts payable, primarily due to timing of payments, (2) an increase of $1.0 million in accrued payroll, accrued expenses and other current liabilities and (3) an increase of $0.5 million in income taxes payable.
The decrease in accrued payroll, accrued expenses and other liabilities is primarily related to payments for operating lease liabilities of $5.3 million, mostly offset by an increase to accrued payroll related to the timing of payroll payments. The increase in net income taxes payable is primarily related to the timing of payments remitted.
Financing activities during this period included $50.4 million in net proceeds under the Company’s ABL Facility, and $4.1 million in purchase of treasury stock, which included $2.7 million purchased under the June 2022 share repurchase program and $1.4 million that were purchased directly from employee's when their stock awards vested in order to cover their tax liability.
Cash used in financing activities included (1) $33.2 million in net payments under the Company's ABL Facility and (2) $10.5 million in purchase of treasury stock, which included $8.9 million purchased under the share repurchase program and $1.6 million in outflows from the purchase of shares into treasury stock in order to fund the employee tax obligations for certain vested stock awards.
The remaining improvement in revenue was attributable to robust organic improvements in most of our other markets as a result of higher volumes and rate per hour increases. U.K. Operations Revenue for our U.K. Operations segment increased by 14.2%, or $6.8 million, from $48.1 million in the twelve-months ended October 31, 2021 to $54.9 million for fiscal 2022.
The Company's acquisition of Coastal in fiscal 2022 drove an incremental year-over-year increase in revenue of $14.6 million. The remaining increase was driven by organic growth in certain markets. U.K. Operations. Revenue for our U.K. Operations segment increased by 13.9%, or $7.7 million, from $54.9 million in the twelve months ended October 31, 2022 to $62.6 million for fiscal 2023.
Concrete Waste Management Services segment improved by 30.1%, or $11.6 million, from $38.6 million in the twelve-months ended October 31, 2021 to $50.2 million for fiscal 2022. The increase in revenue was primarily due to organic growth, pricing improvements and continued recovery from the impacts of the pandemic.
Excluding the impact from foreign currency translation, revenue was up 10% year-over-year, due primarily to pricing improvements in addition to operating efficiencies. U.S. Concrete Waste Management Services. Revenue for the U.S. Concrete Waste Management Services segment improved by 24.3%, or $12.2 million, from $50.2 million in the twelve months ended October 31, 2022 to $62.4 million for fiscal 2023.
Eco-Pan has 18 operating locations across the U.S. with its corporate headquarters in Denver, Colorado. 23 Table of Contents U.K. Operations Our U.K. Operations segment consists of our Camfaud, Premier and U.K. based Eco-Pan businesses. Camfaud is a concrete pumping service provider in the U.K.
Operations segment consists of our Camfaud, Premier and U.K. based Eco-Pan businesses. Camfaud is a concrete pumping service provider in the U.K and its core business is primarily the provision of concrete pumping services to general contractors and concrete finishing companies in the commercial, infrastructure and residential sectors.
Concrete Pumping Net income (loss) $ 6,541 $ (10,959 ) Interest expense, net 22,968 22,031 Income tax expense (benefit) 2,465 (956 ) Depreciation and amortization 40,304 37,381 EBITDA 72,278 47,497 Transaction expenses 318 312 Loss on debt extinguishment - 15,510 Stock-based compensation 5,034 6,591 Other income, net (49 ) (42 ) Other adjustments 1 (58 ) (1,777 ) Adjusted EBITDA $ 77,523 $ 68,091 1 Other adjustments includes the adjustment for warrant liabilities revaluation, restructuring costs, director costs, public company expense, extraordinary expenses and gain/loss on currency transactions.
Concrete Pumping Net income $ 5,106 $ 6,541 Interest expense, net 25,294 22,968 Income tax expense 3,317 2,465 Depreciation and amortization 41,870 40,304 EBITDA 75,587 72,278 Transaction expenses 61 318 Loss on debt extinguishment - - Stock-based compensation 3,847 5,034 Other income, net (284 ) (49 ) Other adjustments (1) (5,628 ) (2,579 ) Adjusted EBITDA $ 73,583 $ 75,002 1 Other adjustments include the adjustment for non-recurring expenses and non-cash currency gains/losses.
Concrete Waste Management Services 8,898 5,500 22,838 18,411 4,427 24.0 % Corporate 11,157 (8,586 ) 2,499 2,501 (2 ) -0.1 % Total $ 28,676 $ (15,073 ) $ 118,577 $ 104,342 $ 14,235 13.6 % 1 Please see “Non-GAAP Measures (EBITDA and Adjusted EBITDA)” below for reconciliation of Net Income (Loss) to EBITDA to Adjusted EBITDA. U.S.
Concrete Waste Management Services 14,348 8,898 30,030 22,838 7,192 31.5 % Other 8,176 11,157 2,501 2,499 2 0.1 % Total $ 31,790 $ 28,676 $ 124,600 $ 116,056 $ 8,544 7.4 % 1 See “Non-GAAP Measures (EBITDA and Adjusted EBITDA)” below.
As a result of these factors, our gross margin for the twelve-months ended October 31, 2022 was 40.8% compared to 43.6% in the previous twelve-months ended October 31, 2021. General and Administrative Expenses G&A expenses for the twelve-months ended October 31, 2022 were $113.2 million, an increase of $13.8 million from $99.4 million in the twelve-months ended October 31, 2021.
G&A expenses for the twelve months ended October 31, 2023 were $116.9 million, an increase of $3.4 million from $113.5 million in the twelve months ended October 31, 2022.
Our income tax provision was mostly impacted by the following factors during fiscal 2021: (1) of the $9.9 million expense that was recorded related to the revaluation of warrant liabilities, no amount was deductible for tax purposes; and (2) As a result of an increase in the corporation tax rate in the U.K. from 19% to 25% that goes into effect on April 1, 2023, the Company adjusted the value of its net deferred tax liability, resulting in an increase to income tax expense of $2.1 million. 28 Table of Contents Adjusted EBITDA 1 and Net Income (Loss) Net Income (Loss) Adjusted EBITDA Year Ended October 31, Year Ended October 31, Change (in thousands) 2022 2021 2022 2021 $ % U.S.
During the year ended October 31, 2022, the effective tax rate was primarily impacted by the respective change in fair value of warrant liabilities of $9.9 million and a deferred tax benefit from undistributed foreign earnings of $0.8 million. 27 Table of Contents Adjusted EBITDA 1 and Net Income Net Income Adjusted EBITDA Year Ended October 31, Year Ended October 31, Change (in thousands) 2023 2022 2023 2022 $ % U.S.
We used $124.1 million to fund investing activities during the twelve-months ended October 31, 2022. The Company used $101.9 million for the purchase of property, plant and equipment, $30.8 million to fund the acquisition of Coastal and $1.5 million for the purchase of intangible assets.
Cash flow provided by (used in) investing activities. Net cash provided by (used in) investing activities generally reflects the cash outflows for property, plant and equipment. We used $44.2 million to fund investing activities during the twelve months ended October 31, 2023.
Financing activities during this period included $0.9 million in net payments under the Company’s ABL Facility, $375.0 million in proceeds from the issuance of Senior Notes, $381.2 million in payments made to extinguish the Company's Term Loan Agreement and $8.5 million in the payment of debt issuance costs. 33 Table of Contents Non-GAAP Measures (EBITDA and Adjusted EBITDA) We calculate EBITDA by taking GAAP net income and adding back interest expense, income taxes, depreciation and amortization.
Financing activities during this period primarily included $50.4 million in net borrowings under the Company’s ABL Facility that were partially offset by $4.1 million in outflows from the purchase of shares into treasury stock, which included $2.7 million purchased under the share repurchase program and $1.4 million in outflows from the purchase of shares into treasury stock in order to fund the employee tax obligations for certain vested stock awards. 31 Table of Contents Accounting and Other Reporting Matters Non-GAAP Financial Measures (EBITDA and Adjusted EBITDA) We calculate EBITDA by taking GAAP net income and adding back interest expense, income taxes, depreciation and amortization.
The outstanding principal amount of Senior Notes as of October 31, 2022 was $375.0 million and as of that date, the Company was in compliance with all covenants under the Indenture. 31 Table of Contents ABL Facility Summarized terms of the ABL Facility, as amended, are as follows: ● Borrowing availability in U.S.
The outstanding balance under the ABL Facility as of October 31, 2023 was $19.0 million and as of that date, the Company was in compliance with all debt covenants. In addition, as of October 31, 2023, the Company had $1.1 million in credit line reserves and a letter of credit balance of $4.1 million.
Concrete Pumping $ 6,541 $ (10,959 ) $ 77,523 $ 68,091 $ 9,432 13.9 % U.K. Operations 2,080 (1,028 ) 15,717 15,339 378 2.5 % U.S.
Concrete Pumping $ 5,106 $ 6,541 $ 73,583 $ 75,002 $ (1,419 ) -1.9 % U.K. Operations 4,160 2,080 18,486 15,717 2,769 17.6 % U.S.
These amounts were partially offset by outflows related to the following activity: (1) an increase of $15.3 million in trade receivables, primarily related to an increase in sales due to higher volumes and rate per hour increases, (2) a decrease of $3.7 million related to the change in operating lease liability due to implementation of ASC 842 and bifurcating out the operating lease payments, less the accreted interest, (3) a decrease of $3.0 million in accounts payable, primarily due to timing, (4) an increase of $0.9 million in inventory, (5) an increase of prepaid expenses and other current assets of $0.6 million, and (6) a decrease of $0.3 million in income taxes payable.
Working capital changes primarily include cash inflows from a decrease of $15.3 million in trade receivables, a decrease of $3.0 million in accounts payable, an increase of $0.9 million in inventory, partially offset by an increase of $5.2 million in accrued payroll, accrued expenses and other current liabilities and an increase of prepaid expenses and other current assets of $0.6 million.
Concrete Pumping segment was $77.5 million for the twelve-months ended October 31, 2022, up 13.9% from $68.1 million for the twelve-months ended October 31, 2021. The year-over-year increase was primarily attributable to the year-over-year increase in revenue that was partially offset by higher costs due to inflation that drove a decline in our gross margins as discussed previously. U.K.
Concrete Pumping segment was $73.6 million for the twelve months ended October 31, 2023, down 1.9% from $75.0 million for the twelve months ended October 31, 2022. The decrease in net income and Adjusted EBITDA were primarily attributable to inflationary pressures impacting gross margins in excess of the improvements to revenue. U.K. Operations. Net income for our U.K.
Corporate There was no change in revenue for our Corporate segment for the periods presented. Any year-over-year changes for our Corporate segment were primarily related to the intercompany leasing of real estate to certain of our U.S Concrete Pumping branches. These revenues are eliminated in consolidation through the Intersegment line item.
The increase was driven by strong organic growth, pricing improvements and the expansion of concrete waste management service offerings. Other. There was no change in revenue for Other activities for the periods presented. These revenues are eliminated in consolidation through the Intersegment line item.
Income Tax (Benefit) Provision For the twelve-months ended October 31, 2022, the Company recorded an income tax expense of $5.5 million on a pretax income of $34.2 million.
For the year ended October 31, 2023, the Company recorded an income tax expense of $8.8 million on a pretax income of $40.6 million. During the year ended October 31, 2023, the effective tax rate was primarily impacted by the respective change in fair value of warrant liabilities of $6.9 million.
Net cash provided by operating activities during the twelve-months ended October 31, 2021 was $75.8 million.
Net cash provided by operating activities generally reflects the cash effects of transactions and other events used in the determination of net income or loss. Net cash provided by operating activities during the twelve months ended October 31, 2023 was $96.9 million. The Company had net income of $31.8 million, which included non-cash expense items of $66.3 million.
Removed
In recent years and as further described below, we have successfully executed on this strategy, including (1) our September 2021 acquisition of Hi-Tech Concrete Pumping Services (“Hi-Tech”) for the purchase consideration of $12.3 million, which added complementary assets in our Texas market, (2) our November 2021 acquisition of Pioneer Concrete Pumping Service, Inc.
Added
Expiration of Warrants As of December 6, 2023, the Company’s 13,017,677 warrants to acquire shares of its common stock expired in accordance with their terms, and there are no other warrants outstanding.
Removed
Their core business is primarily the provision of concrete pumping services to general contractors and concrete finishing companies in the commercial, infrastructure and residential sectors. Equipment generally returns to a “home base” nightly and does not contract to purchase, mix, or deliver concrete.
Added
As a result of the expiration, the warrants will no longer be recognized as a liability on the Company’s consolidated balance sheet and there are no other warrants outstanding.
Removed
Impacts of Macroeconomic Factors and COVID-19 Recovery Global economic challenges including the impact of the COVID-19 pandemic and the war in Ukraine have contributed to rising inflation, significant increases in fuel costs, supply-chain disruptions, and adverse labor market conditions.
Added
As of October 31, 2023, the Company had a liability of $0.1 million related to the warrants that will be recognized in the condensed consolidated balance sheet and in the consolidated statement of operations for the three months ended January 31, 2024. 2023 Upsize of Asset-Based Lending Credit Agreement As of October 31, 2023, we had $200.8 million in availability under our ABL credit agreement (the "ABL Facility") and $394.0 million of indebtedness outstanding, consisting of (1) $375.0 million for our fixed 6.000% senior secured second lien notes due 2026 (the "Senior Notes") and (2) $19.0 million outstanding under our ABL Facility.
Removed
For example, the war in Ukraine has had a global impact on the supply and price of fuel and has contributed to increased inflation around the world.
Added
In June 2023, the Company amended and restated its existing ABL Facility to provide up to $225 million (previously $160 million) of commitments and extend the maturity of the ABL Facility to June 1, 2028.
Removed
While the Company has increased the rates per hour we charge for our services when possible to make up for our increased costs, rising fuel prices had a material impact on our results of operations for the twelve months ended October 31, 2022.
Added
The June 1, 2023 amendments to the ABL Facility (1) increased the maximum revolver borrowings available to be drawn thereunder from $160.0 million to $225.0 million, (2) increased the letter of credit sublimit from $10.5 million to $22.5 million and (3) extended the maturity of the ABL Facility to the earlier of (a) June 1, 2028 or (b) the date that is 180 days prior to (i) the final stated maturity date of the Senior Notes or (ii) the date the Senior Notes become due and payable. 24 Table of Contents Results of Operations Management's discussion and analysis for our results of operations on a consolidated and segment basis include a quantification of factors that had a material impact.
Removed
The impact from fuel price increases has reduced our gross profit by approximately $10.1 million and our gross margin by approximately 2.5% since October 31, 2021.
Added
Other factors that did not have a material impact, but that are significant to understand the results, are qualitatively described. The tables included in the period-to-period comparisons below provide summaries of our revenues, gross profits and net income for our business segments for the years ended October 31, 2023 and 2022.
Removed
In regard to the impacts from COVID-19, the Company’s revenue volumes during fiscal 2022 have largely recovered in most of our markets; however, the lingering impact from COVID-19 remains an issue and has contributed to a tight labor market that has impacted our operations in certain markets.
Added
Twelve Months Ended October 31, 2023 and 2022 Revenue Year Ended October 31, Change (in thousands) 2023 2022 $ % Revenue U.S. Concrete Pumping $ 317,877 $ 296,506 $ 21,371 7.2 % U.K. Operations 62,588 54,926 7,662 13.9 % U.S.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeItem 7A. Quantitative and Qualitative Disclosures about Market Risk We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act; therefore, pursuant to Item 305(e) of Regulation S-K, we are not required to provide the information required by this Item. 38 Table of Contents
Biggest changeItem 7A. Quantitative and Qualitative Disclosures about Market Risk We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act; therefore, pursuant to Item 305(e) of Regulation S-K, we are not required to provide the information required by this Item. 36 Table of Contents

Other BBCP 10-K year-over-year comparisons