UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period endedApril 30,~~, 2020~~ 2021

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

Commission File No. 001-38166

CONCRETE PUMPING HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

Delaware	83-1779605
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

500 E. 84th84th Avenue, Suite A-5

Thornton, Colorado 80229

(Address of principal executive offices, including zip code)

(303) 289-7497

(Registrant's telephone number, including area code)

None

(Former name, former address and former fiscal year, if changes since last report)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	BBCP	The Nasdaq Capital Market

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

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

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See ~~definition~~definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☐	Accelerated Filer	☒
Non-Accelerated Filer	☐	Smaller Reporting Company	☒
Emerging growth company	☒

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

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

As of June ~~5, 2020,~~11, 2021, the registrant had ~~58,221,934~~56,698,060 shares of common stock outstanding.

Table of Contents

(in thousands)

Common Stock

Additional Paid-In Capital

Accumulated Other Comprehensive Income

Retained Earnings (Accumulated Deficit)

Total

Balance at October 31, 2018
$ 8 $ 18,724 $ 584 $ 26,704 46,020
Net loss
- - - (22,575 ) (22,575 )
Stock-based compensation
- 27 - - 27
Foreign currency translation adjustment
- - (674 ) - (674 )
Balance at December 5, 2018
$ 8 $ 18,751 $ (90 ) $ 4,129 $ 22,798

Common Stock

Additional Paid-In

Accumulated Other Comprehensive

(in thousands)

Class A

Class B

Capital

Income

Accumulated Deficit

Total

Balance at December 6, 2018
$ - $ 1 $ 12,433 $ - $ (7,434 ) $ 5,000
Redemption of Class A common stock
- - (12,433 ) - (3,577 ) (16,010 )
Issuance of Class A common stock
1 - 96,900 - - 96,901
Rollover of Class A common stock as a result of the Business Combination
1 - 164,908 - - 164,909
Conversion of Class B common stock
1 (1 ) - - - -
Net loss
- - - - (3,630 ) (3,630 )
Foreign currency translation adjustment
- - - (557 ) - (557 )
Balance at January 31, 2019
$ 3 $ - $ 261,808 $ (557 ) $ (14,641 ) $ 246,613
Shares issued to acquire business - - 1,150 - - $ 1,150
Stock-based compensation expense - - 361 - - 361
Shares issued upon exercise of stock options and warrants - - 1,370 - - 1,370
Shares issued upon awards of restricted stock 1 - (1 ) - - -
Issuance of shares in exchange for warrants - - 5,158 - (5,158 ) -
Net loss - - - - (9,645 ) (9,645 )
Foreign currency translation adjustment - - - (1,349 ) - (1,349 )
Balance at April 30, 2019 $ 4 $ - $ 269,846 $ (1,906 ) $ (29,444 ) $ 238,500

Successor

Predecessor

(in thousands)

Six Months Ended April 30, 2020

December 6, 2018 through April 30, 2019

November 1, 2018 through December 5, 2018

Net loss $ (61,714 ) $ (13,275 ) $ (22,575 )
Adjustments to reconcile net income to net cash provided by operating activities:

Goodwill and intangibles impairment 57,944 - -
Depreciation 13,015 8,668 2,060
Deferred income taxes (3,515 ) 475 (4,355 )
Amortization of deferred financing costs 2,076 1,832 152
Write off deferred debt issuance costs - - 3,390
Amortization of debt premium - - (11 )
Amortization of intangible assets 17,147 11,838 653
Stock-based compensation expense 2,850 361 27
Prepayment penalty on early extinguishment of debt - - 13,004
Gains, net of losses, on the sale of property, plant and equipment (477 ) (137 ) (166 )
Payment of contingent consideration in excess of amounts established in purchase accounting (526 ) - -
Net changes in operating assets and liabilities (net of acquisitions):

Trade receivables, net 4,009 1,235 485
Inventory 127 147 (294 )
Prepaid expenses and other current assets (5,209 ) (2,869 ) (1,283 )
Income taxes payable, net 301 1,836 203
Accounts payable (101 ) (7,850 ) (654 )
Accrued payroll, accrued expenses and other current liabilities 1,060 (6,351 ) 17,280
Net cash provided by (used in) operating activities 26,987 (4,090 ) 7,916

Cash flows from investing activities:

Purchases of property, plant and equipment (23,305 ) (25,007 ) (503 )
Proceeds from sale of property, plant and equipment 3,607 1,031 364
Cash withdrawn from Industrea Trust Account - 238,474 -
Acquisition of net assets, net of cash acquired - CPH acquisition - (449,434 ) -
Acquisition of net assets, net of cash acquired - Other Business Combinations
- (2,257 ) -
Net cash (used in) investing activities
(19,698 ) (237,193 ) (139 )

Note 1. Organization and Description of Business

Organization

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

On December 6, 2018 ~~(the "Closing Date"~~(the “Closing Date”), the Company, formerly known as Concrete Pumping Holdings Acquisition Corp., consummated a business combination transaction (the “Business Combination”) pursuant to which it acquired (i) the private operating company formerly called Concrete Pumping Holdings, Inc. ~~(“CPH”~~(the "Predecessor") and (ii) the former special purpose acquisition company called Industrea Acquisition Corp (“Industrea”). In connection with the closing of the Business Combination, the Company changed its name to Concrete Pumping Holdings, Inc. The financial results described herein for the dates and periods prior to the Business Combination relate to the operations of CPH prior to the consummation of the Business Combination. See Note 4 – Business Combinations for further discussion.

Nature of business

Brundage-Bone and Capital are concrete pumping service providers in the United States ("U.S.") and Camfaud is a concrete pumping service provider in the United Kingdom (“U.K.”). Their core business is the provision of concrete pumping services to general contractors and concrete finishing companies in the commercial, infrastructure and residential sectors. Most often equipment returns to a “home base” nightly and neither company contracts to purchase, mix, or deliver concrete. Brundage-Bone and Capital collectively have approximately 90 branch locations across 22 states, with its corporate headquarters in Thornton (near Denver), Colorado. Camfaud has 28approximately 30 branch locations throughout the U.K., with its corporate headquarters in Epping (near London), England.

Eco-Pan provides industrial cleanup and containment services, primarily to customers in the construction industry in the U.S. and the U.K. Eco-Pan uses containment pans specifically designed to hold waste products from concrete and other industrial cleanup operations. Eco-Pan has 1617 operating locations across the U.S. and 1shares an operating location in the U.K., with one of the Camfaud branches mentioned above, with its corporate headquarters in Thornton (near Denver), Colorado.

Seasonality

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

Impacts of COVID-19~~COVID-19~~

In ~~December 2019, a novel strain of coronavirus (“COVID-19”) emerged and has spread around the world. On~~ March ~~11,~~ 2020, the World Health Organization declared ~~COVID-19~~the outbreak of COVID-19 to be a global pandemic and recommended containment and mitigation measures worldwide. ~~On March 13,~~The COVID-19 pandemic has rapidly changed market and economic conditions globally and may continue to create significant uncertainty in the macroeconomic environment.

In addition, the COVID-19 pandemic drove a sustained decline in the Company's stock price and a deterioration in general economic conditions in the fiscal 2020second quarter, which qualified as a triggering event necessitating the evaluation of its goodwill and long-lived assets for indicators of impairment. As a result of the evaluation, the Company conducted a quantitative interim impairment test as of April 30, 2020 ~~U.S. President Trump announced a National Emergency relating~~resulting in non-cash impairment charges of $43.5 million and $14.4 million to the ~~pandemic. Government authorities~~Company's U.S. Concrete Pumping and U.K. Operations reporting units, respectively. Through April 30, 2021, no subsequent triggering events have been identified. The Company will continue to evaluate its goodwill and intangible assets in future quarters. Additional impairments may be recorded in the ~~U.S.~~future based on events and ~~U.K. have recommended or imposed various social distancing, quarantine, and isolation measures on large portions~~circumstances, including those related to COVID-19 discussed above.

Table of ~~the population, which include limitations on travel and mandatory cessation~~Contents
Despite recent progress in administration of ~~certain business activities. Both~~vaccines, both the outbreak and the containment and mitigation measures have had and ~~may~~are likely to continue to have a serious adverse impact on the global economy, the severity and duration of which are uncertain. It is likely that government stabilization efforts will only partially mitigate the consequences to the economy. To date, the COVID-19 pandemic has primarily negatively impacted revenue volumes in the U.K. and certain markets in the U.S. This impact was most heavily pronounced in the second and third quarters of fiscal 2020. Beginning in the fourth quarter of fiscal 2020, revenue volumes began returning back to pre-pandemic levels, and during the second quarter of fiscal 2021 improved from pre-pandemic levels; however, the impact from COVID-19 remains an issue in certain markets. The full extent to which the ~~COVID-19~~COVID-19 pandemic will impact the Company’s business, financial condition, and results of operations in the future is highly uncertain and will be affected by a number of factors. These include the duration and extent of the pandemic; the duration and extent of imposed or recommended containment and mitigation measures; the extent, duration, and effective execution of government stabilization and recovery ~~efforts;~~efforts, including those from the successful distribution of an effective vaccine; the impact of the pandemic on economic activity, including on construction projects and the Company’s customers’ demand for its services; the Company’s ability to effectively operate, including as a result of travel restrictions and mandatory business and facility closures; the ability of the Company’s customers to pay for services rendered; any further closures of the Company’s and the Company’s customers’ offices and facilities; and any additional project delays or shutdowns. Customers may also slow down decision-making, delay planned work or seek to terminate existing agreements. Any of these events may have a material adverse effect on the Company’s business, financial condition, and/or results of operations, including further impairment to our goodwill and intangible assets.
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~~Table of Contents~~
In the final month of the second quarter of fiscal 2020, operations in the Seattle and U.K. markets were negatively impacted due to COVID-19-imposed construction site shutdowns. In Seattle, the restrictions were eased in the beginning of May and in the U.K., the Prime Minister announced on May 10 that restarting construction and manufacturing is explicitly encouraged. As a result of the pandemic, the Company has implemented certain short-term cost reductions, including suspension of any remaining uncommitted 2020 capital expenditure investment, headcount reductions, modified work schedules reducing hours where needed, and furloughs in limited locations. While the Company believes these disruptions will be temporary, it is difficult to predict how long they will last and the impact they will have on the Company in future periods. The Company will continue to evaluate the effect of ~~COVID-19~~COVID-19 on its business.

In addition, the COVID-19 pandemic drove a sustained decline in the Company's stock price and a deterioration in general economic conditions in the fiscal 2020 second quarter, which qualified as a triggering event necessitating the evaluation of its goodwill and long-live assets for indicators of impairment. As a result of the evaluation, the Company conducted a quantitative interim impairment test as of April 30, 2020. Refer to Notes 2 and 8 for further discussion.

Note 2. Summary of Significant Accounting Policies

Basis of presentation

The accompanying Unaudited Consolidated Financial Statements have been prepared, without audit, in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the rules and regulations of the ~~Securities and Exchange Commission (“SEC”).~~SEC. Accordingly, they do not include all information and footnotes required by GAAP for complete financial statements. The enclosed statements reflect all normal and recurring adjustments which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows of the Company at April 30, ~~2020~~2021 and for all periods presented. All intercompany balances and transactions have been eliminated in consolidation.

~~As a result~~

Principles of the Business Combination, the Company is the acquirer for accounting purposes and CPH is the acquiree and accounting predecessor. The Company’s financial statement presentation distinguishes the Company’s financial performance into two distinct periods, the period up to the Closing Date (labeled “Predecessor”) and the period including and after that date (labeled “Successor”).consolidation

The Business Combination was accounted for as a business combination using the acquisition method of accounting, and the Successor financial statements reflect a new basis of accounting that is based on the fair value of the net assets acquired.

Determining the fair value of certain assets and liabilities assumed is judgmental in nature and often involves the use of significant estimates and assumptions. See Note 4 – Business Combinations for a discussion of the estimated fair values of assets and liabilities recorded in connection with the Company’s acquisition of CPH.

As a result of the application of the acquisition method of accounting as of the Closing Date of the Business Combination, the accompanying Consolidated Financial Statements include a black line division which indicates that the Predecessor and Successor reporting entities shown are presented on a different basis and are therefore, not comparable.

The historical financial information of Industrea prior to the Business Combination (a special purpose acquisition company, or “SPAC”) has not been reflected in the Predecessor financial statements as these historical amounts have been determined to be not useful information to a user of the financial statements. SPACs deposit the proceeds from their initial public offerings into a segregated trust account until a business combination occurs, where such funds are then used to pay consideration for the acquiree and/or to pay stockholders who elect to redeem their shares of common stock in connection with the business combination. The operations of a SPAC, until the closing of a business combination, other than income from the trust account investments and transaction expenses, are nominal. Accordingly, no other activity in the Company was reported for periods prior to December 6, 2018 besides CPH’s operations as Predecessor.

~~Table of Contents~~

~~Principles of consolidation~~

~~The Successor~~ Consolidated Financial Statements include all accounts of the Company ~~and its subsidiaries. The Predecessor Consolidated Financial Statements include all accounts of CPH~~ and its subsidiaries. All intercompany balances and transactions have been eliminated.

Restatement and Revision of Prior Period Financial Statements

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

The Company previously classified its publicly traded warrants (the “public warrants”) and private placement warrants (the “private warrants”) (collectively the “Warrants”), which were issued in August of 2017, as equity. Following consideration of the guidance in the SEC Statement, the Company concluded that its Warrants should have been classified as liabilities and measured at fair value, with changes in fair value each period reported in earnings. As such, the Company previously restated its (1) consolidated financial statements as of October 31, 2019 and for the Successor period from December 6, 2018 through October 31, 2019 and (2) unaudited consolidated interim financial statements for the periods ended July 31, 2019, April 30, 2019, and January 31, 2019. Also, while not material, the Company previously revised its (1) consolidated financial statements as of and for the fiscal year ended October 31, 2020 and (2) unaudited consolidated interim financial statements for the periods ended July 31, 2020, April 30, 2020, and January 31, 2020 to correct the accounting for its Warrants.

The unaudited consolidated financial statements for the three and six month periods ended April 30, 2020 included in this Quarterly Report on Form 10-Q reflect the impacts of such revisions. Management evaluated the impact of the change in the classification of the Warrants on the unaudited consolidated financial statements for the quarter ended January 31, 2021 and determined the impact was immaterial. As a result, the Company is has revised those unaudited consolidated financial statements to correct the accounting for its Warrants.

Table of Contents
The following table sets forth the impact on the unaudited consolidated financial statements as of January 31, 2021:
As previously reported Revision adjustment As revised
Warrant liabilities 0 7,031 7,031
Total liabilities 474,329 7,031 481,360

Additional paid-in capital 362,615 5,738 368,353
Accumulated deficit (99,361 ) (12,769 ) (112,130 )
Total stockholders' equity 266,694 (7,031 ) 259,663
The revision had no impact on the Company’s net revenue, operating income, cash and cash equivalents, or cash flows from operating, investing and financing activities. The impact on the consolidated statement of operations was $0.5 million, which was determined to be immaterial and has been recorded as an out-of-period adjustment during the quarter ended April 30, 2021.
Use of estimates

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

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

Trade receivables

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

Management determines the allowance for doubtful accounts by identifying troubled accounts and by using historical experience applied to an aging of accounts. The allowance for doubtful accounts was $0.7 million and $0.6 ~~million~~ as of April 30, ~~2020~~2021 and October 31, ~~2019,~~2020, respectively. Trade receivables are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received.

Inventory

Inventory consists primarily of replacement parts for concrete pumping equipment. Inventories are stated at the lower of cost ~~(first-in, first-out~~(first-in, first-out method) or net realizable value. The Company evaluates inventory and records an allowance for obsolete and slow- moving inventory to account for cost adjustments to market. Based on management’s analysis, no0 allowance for obsolete and slow-moving inventory was required as of April 30, ~~2020 or~~ 2021 and October 31, ~~2019.~~2020.

11

Fair Value Measurements

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

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

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

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

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~~Table of Contents~~

Deferred financing costs

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

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

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Goodwill

In accordance with ~~ASC~~Accounting Standards Codification ("ASC") Topic 350,Intangibles–Goodwill and Other (“ASC 350”), the Company evaluates goodwill for possible impairment annually or more frequently if events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Company uses a ~~two-step~~two-step process to assess the realizability of goodwill. The first step is a qualitative assessment that analyzes current economic indicators associated with a particular reporting unit. For example, the Company analyzes changes in economic, market and industry conditions, business strategy, cost factors, and financial performance, among others, to determine if there are indicators of a significant decline in the fair value of a particular reporting unit. If the qualitative assessment indicates a stable or improved fair value, no further testing is required. If a qualitative assessment indicates it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company will proceed to the quantitative second step where the fair value of a reporting unit is calculated based on weighted income and market-based approaches. If the fair value of a reporting unit is lower than its carrying value, an impairment to goodwill is recorded, not to exceed the carrying amount of goodwill in the reporting unit. As of April 30, 2021, no indicators of impairment have been identified.

During the second quarter of fiscal year 2020, the Company identified a triggering event from the recent decline in its stock price resulting from the COVID-19 pandemic (“COVID-19”). As a result, the Company performed an interim step one goodwill impairment analysis in accordance with ASU 2017-04, ~~Intangibles — Goodwill and Other (ASC 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”)~~~~. Refer to Note 8 for further discussion.~~
Property, plant and equipment

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

In Years
Buildings and improvements
15 to 40 ~~years~~
Capital lease assets—buildings

40 ~~years~~

Furniture and office equipment

2 to 7 ~~years~~

Machinery and equipment

3 to 25 ~~years~~

Transportation equipment
3 to 7 ~~years~~

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

Intangible assets with finite lives, except for customer relationships, are amortized on a straight-line basis over their estimated useful lives. Customer relationships are amortized on an accelerated basis over their estimated useful lives. Intangible assets with indefinite lives are not amortized but are subject to annual reviews for impairment. As noted above, the Company identified a triggering event from the recent decline in its stock price and elected to perform an interim impairment test on its indefinite-lived trade names. Refer to Note 8 for further discussion.

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~~Table of Contents~~
Impairment of long-lived assets
ASC 360, Property, Plant and Equipment (ASC ~~360)~~360) requires other long-lived assets to be evaluated for impairment when indicators of impairment are present. If indicators are present, assets are grouped to the lowest level for which identifiable cash flows are largely independent of other asset groups and cash flows are estimated for each asset group over the remaining estimated life of each asset group. If the undiscounted cash flows estimated to be generated by those assets are less than the asset’s carrying amount, impairment is recognized in the amount of the excess of the carrying value over the fair value. No indicators of impairment were identified as of April 30, 2020. As noted above, the Company identified a triggering event from the recent decline in its stock price and assessed its long-lived assets for impairment. Based on the results of the Company’s analysis, long-lived assets were not impaired.2021.

Derivatives
The Company has public warrants outstanding and due to certain provisions in the warrant agreement, coupled with the Company's capital structure, which includes preferred stock with voting rights, the public warrants do not meet the criteria to be classified in stockholders’ equity and instead meet the definition of a liability-classified derivative under ASC Topic 815, Derivatives and Hedging ("ASC 815"). As such, the Company recognizes these warrants within long-term liabilities on the consolidated balance sheet at fair value, with subsequent changes in fair value recognized in the consolidated statement of income at each reporting date.
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Table of Contents
Revenue recognition

The Company generates revenues primarily from concrete pumping services in both the U.S. and U.K. Additionally, revenue is generated from the Company’s waste management business which consists of service fees charged to customers for the delivery of its pans and containers and the disposal of the concrete waste material.

The Company recognizes revenue from these businesses when all of the following criteria are met: (a) persuasive evidence of an arrangement exists, (b) the service has been performed or delivery has occurred, (c) the price is fixed or determinable, and (d) collectability is reasonably assured. The Company’s delivery terms for replacement part sales are FOB shipping point.

The Company imposes and collects sales taxes concurrent with its revenue-producing transactions with customers and remits those taxes to the various governmental authorities as prescribed by the taxing jurisdictions in which it operates. The Company presents such taxes in its consolidated statement of operations on a net basis.

Stock-based compensation

The Company follows ASC 718, ~~Compensation—~~Compensation—Stock Compensation (“(“ASC ~~718”~~718”), which requires the measurement and recognition of compensation expense, based on estimated fair values, for all share-based awards made to employees and directors. The Company expenses the grant date fair value of the award in the consolidated statements of operations over the requisite service periods on a straight-line basis. The Company accounts for forfeitures as they occur in accordance with ASU No. ~~2016-09,~~2016-09, ~~Compensation—~~Compensation—Stock Compensation (ASC ~~718)~~718): Improvements to Employee Share-Based Payment Accounting.

Income taxes

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

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

~~The Company's U.K. Operations segment~~Camfaud files income tax returns in the U.K. ~~and~~Camfaud’s national statutes are generally open for one year following the statutory filing period.

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~~Table of Contents~~

Foreign currency translation

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

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Earnings per share

The Company calculates earnings per share in accordance with ASC 260,Earnings per Share. The ~~two-class~~two-class method of computing earnings per share is required for entities that have participating securities. The ~~two-class~~two-class method is an earnings allocation formula that determines earnings per share for participating securities according to dividends declared (or accumulated) and participation rights in undistributed earnings. ~~The Company has two classes~~For purposes of ASC 260, the two-class method is computed based on the following participating stock: ~~(1)~~(1) Common Stock ~~(comprised of shareholder owned common stock~~ and ~~shares of unvested restricted stock held by participating security holders) and (2) Participating Preferred~~(2) Restricted Stock ~~(“Preferred Stock”).~~Awards.

Basic earnings (loss) per common share is calculated by dividing net income (loss) attributable to common shareholders by the weighted average number of shares of Common Stock outstanding each period. Diluted earnings (loss) per common share is based on the weighted average number of shares outstanding during the period plus the common stock equivalents which would arise from the exercise of stock options outstanding using the treasury stock method and the average market price per share during the period. Common stock equivalents are not included in the diluted earnings (loss) per share calculation when their effect is antidilutive.

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

Business combinations

The Company applies the principles provided in ASC 805, Business Combinations (“("ASC ~~805”~~805"), when a business is acquired. Tangible and intangible assets acquired and liabilities assumed are recorded at fair value and goodwill is recognized for any differences between the fair value of consideration transferred and the fair value of net assets acquired. Transaction costs for business combinations are expensed as incurred in accordance with ASC 805.

Concentrations

As of April 30, ~~2020,~~2021 and October 31, ~~2019,~~2020 there were ~~two~~three significant vendors that the Company relied upon to purchase concrete pumping boom equipment. However, should the need arise, there are alternate vendors who can provide concrete pumping boom equipment.

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

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

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Note 3. New Accounting Pronouncements

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

~~Newly adopted~~Recently issued accounting pronouncementsnot yet effective

In ~~January 2017,~~ May 2014, the FASB issued ASU No. ~~2017-01,~~ ~~Business Combinations (ASC 805): Clarifying the Definition of a Business~~ (“ASU 2017-01”), which provides guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017-01 requires entities to use a screen test to determine when an integrated set of assets and activities is not a business or if the integrated set of assets and activities needs to be further evaluated against the framework. The new standard will be applied prospectively to any transactions occurring within the period of adoption and is effective for entities other than public business entities for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. The Company adopted this ASU in the first quarter of 2020. As there have been no new business combinations, this ASU has not had an effect on the Company’s consolidated financial statements. The Company will continue to evaluate this ASU as new business combinations occur.

~~In August 2016, the FASB issued ASU No. 2016-15,~~ ~~Statement of Cash Flows (Topic 230)~~: Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”) related to how certain cash receipts and payments are presented and classified in the statement of cash flows. These cash flow issues include debt prepayment or extinguishment costs, settlement of zero-coupon debt, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, distributions received from equity method investees, beneficial interests in securitization transactions, and separately identifiable cash flows. ASU 2016-15 is effective for emerging growth companies in annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. The Company early adopted this ASU in the first quarter of 2020 on a retrospective basis and the adoption did not have a material impact on the consolidated financial statements.

~~Recently issued accounting pronouncements not yet effective~~

~~In May~~ 2014 ~~the FASB issued ASU No. 2014-09,~~-09, Revenue from Contracts with Customers (ASC ~~606)~~606) (“ASU ~~2014-09”~~2014-09”), which is a comprehensive new revenue recognition model.

Under ASU ~~2014-09~~2014-09 and the related clarifying ASUs, a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services. Following the issuance of ASU ~~2020-05~~2020-05 that deferred the effective date for certain companies, ASU ~~2014-09~~2014-09 is effective for emerging growth companies that have elected to use private company adoption dates in annual reporting periods beginning after December 15, ~~2019~~ 2018 and interim reporting periods within annual reporting periods beginning after December 15, ~~2020~~ 2019 and is to be adopted using either a full retrospective or modified retrospective transition method. The Company expects to adopt the guidance under the modified retrospective approach during the fourth quarter of the fiscal year ending October 31, 2021. The Company is currently evaluating the impact of the ~~pending~~ adoption of the new standard, including the review of revenue streams and related contracts, but does not expect a significant impact on the consolidated financial statements.

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In February 2016, the FASB issued ASU ~~2016-02,~~2016-02, Leases (“ASU ~~2016-02”~~2016-02”), which is codified in ASC 842,Leases (“ASC 842”) and supersedes current lease guidance in ASC 840,~~Leases~~. Leases. ASC 842 requires a lessee to recognize a right-of-use asset and a corresponding lease liability for substantially all leases. The lease liability will be equal to the present value of the remaining lease payments while the right-of-use asset will be similarly calculated and then adjusted for initial direct costs. In addition, ASC 842 expands the disclosure requirements to increase the transparency and comparability of the amount, timing and uncertainty of cash flows arising from leases. In July 2018, the FASB issued ASU ~~2018-11,~~ 2018-11,Leases ASC 8~~42:~~ 842:Targeted Improvements,, which allows entities to initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption.

The new standard is effective for emerging growth companies that have elected to use private company adoption dates for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company plans to adopt the new standard effective for the year ending October 31, 2022. The Company is currently evaluating the impact of the pending adoption of the new standard on the consolidated financial statements.

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

In March 2020, the FASB issued ASU ~~2020-04,~~ 2020-04,Reference Rate Reform (Topic ~~848)~~848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“(“ASU ~~2020-04”~~2020-04”), which provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting for contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”). Specifically, to the extent the Company's debt agreements are modified to replace LIBOR with another interest rate index, ASU ~~2020-04~~2020-04 will permit the Company to account for the modification as a continuation of the existing contract without additional analysis. Companies may generally elect to apply the guidance for periods that include March 12, 2020 through December 31, 2022. The Company is evaluating the anticipated impact of this standard on its condensed consolidated financial statements as well as timing of adoption.

~~Note 4. Business Combinations~~

~~May 2019 Acquisition of Capital Pumping~~

On May 15, 2019, the Company acquired Capital Pumping, LP and its affiliates (“Capital”), a concrete pumping provider based in Texas for a purchase price of $129.2 million, which was paid using proceeds from the Company’s public offering of common stock and additional borrowings on its term loan facility. This acquisition qualified as a business combination under ASC 805. Accordingly, the Company recorded all assets acquired and liabilities assumed at their acquisition-date fair values, with any excess recognized as goodwill. Goodwill recorded from the transaction represents expected synergies from combining operations and the assembled workforce.

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

Consideration paid:
$ 129,218

Net assets acquired:

Current assets
$ 748
Intangible assets
45,500
Property and equipment
56,467
Liabilities assumed
(63 )
Total net assets acquired
102,652

Goodwill
$ 26,566

Identifiable intangible assets acquired consist of customer relationships of $40.0 million and a trade name valued at $5.5 million. The customer relationships were valued using the multi-period excess earnings method. The Company determined the useful life of the customer relationships to be 15 years. The trade name was valued using the relief-from-royalty method and the Company determined the trade name associated with Capital to be indefinite.

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~~December 2018 Acquisition of CPH~~

On December 6, 2018, the Company consummated the Business Combination. This acquisition qualified as a business combination under ASC 805. Accordingly, the Company recorded all assets acquired and liabilities assumed at their acquisition-date fair values, with any excess recognized as goodwill. Goodwill recorded from the transaction represents the value provided by the Company’s leading market share in a highly-fragmented industry.

Consideration paid:

Cash
$ 445,386
Fair value of rollover equity
164,908
Net working capital adjustment
4,050
Total consideration paid
$ 614,344

Net assets acquired:

Current assets
$ 48,912
Intangible assets
208,063
Property and equipment
219,467
Liabilities assumed
(110,245 )
Total net assets acquired
366,197

Goodwill
$ 248,147

~~Note: Cash in table above is net of $1.0 million in cash acquired~~

Identifiable intangible assets acquired consist of customer relationships of $152.7 million and trade names of $55.4 million. The customer relationships were valued using the multi-period excess earnings method. The Company determined the useful life of the customer relationships to be 15 years. The trade names were valued using the relief-from-royalty method. The Company determined the useful life of the trade name associated with Camfaud to be 10 years. The Company determined the trade names associated with Brundage-Bone and Eco-Pan to be indefinite.

During the Successor period from December 6, 2018 through October 31, 2019, the Company recorded an out of period adjustment related to the reduction of sales tax accrual of $3.4 million that resulted in changes to goodwill and liabilities assumed in the transaction. The impact of the adjustment was not considered material to the Company's previously issued financial statements.

~~CPH incurred transaction costs of $14.2 million and debt extinguishment costs of $16.4 million independently prior to the Business Combination.~~

Additional costs consisting of stock option and other compensation related expenses were recorded in connection with the Business Combination. These costs were solely contingent upon the completion of the business combination and did not include any future service requirements. As such, these costs will be presented “on the line” and are not reflected in either Predecessor or Successor financial statements. “On the line” describes those expenses triggered by the consummation of a business combination that were incurred by the acquiree, i.e. CPH, that are not recognized in the Statement of Operations of either the Predecessor or Successor as they are not directly attributable to either period but instead were contingent on the Business Combination.

In conjunction with the Business Combination, there were $15.6 million of transaction bonuses and, as a result of a change in control provision for stock-based awards, certain unvested stock-based awards immediately vested, resulting in the recognition of compensation expense of approximately $0.6 million. These expenses were not reflected in either the Predecessor or Successor consolidated statement of operations and comprehensive loss periods.

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~~Unaudited Pro Forma Financial Information~~

The following unaudited pro forma financial information presents the combined results of operations for the Company and gives effect to the CPH and Capital business combinations discussed above as if they had occurred on November 1, 2018. The unaudited pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the results of operations that would have been realized if the CPH and Capital business combinations had been completed on November 1, 2018, nor does it purport to project the results of operations of the combined company in future periods. The unaudited pro forma financial information does not give effect to any anticipated integration costs related to the acquired company.

~~The unaudited pro forma financial information is as follows:~~

(in thousands)

Six Months Ended April 30, 2020

Six Months Ended April 30, 2019
Revenue $ 147,980 $ 24,396
Pro forma revenue adjustments by Business Combination
Capital - 24,765
CPH - 95,958
Total pro forma revenue $ 147,980 $ 145,119

(in thousands) Six Months Ended April 30, 2020 Six Months Ended April 30, 2019
Net loss $ (61,714 ) $ (22,575 )
Pro forma net income (loss) adjustments by Business Combination

Capital - 2,354
CPH - (13,275 )
Total pro forma net loss $ (61,714 ) $ (33,496 )

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Note 5. 4.Fair Value Measurement

The carrying amounts of the Company's cash and cash equivalents, accounts receivable, accounts payable and current accrued liabilities approximate their fair value ~~as recorded~~ due to the short-term maturity of these ~~instruments, which approximates fair value.~~instruments. The Company’s outstanding obligations on its ABL credit facility are deemed to be at fair value as the interest rates on these debt obligations are variable and consistent with prevailing rates. The Company believes the carrying values of its capital lease obligations represent fair value.

Long-term debt instruments

The Company's long-term debt instruments are recorded at their carrying values in the consolidated balance sheet, which may differ from their respective fair values. The fair values of the long-term debt instruments are derived from Level 2 inputs. The fair value amount of the ~~Long-term~~long-term debt instruments at April 30, ~~2020~~2021 and at October 31, ~~2019~~2020 is presented in the table below based on the prevailing interest rates and trading activity of the Term ~~loans.~~loans or Senior Notes.

	April 30,				October 31,				*April 30,*				*October 31,*
	2020				2019				*2021*				*2020*
(in thousands)	Carrying Value		Fair Value		Carrying Value		Fair Value		*Carrying Value*		*Fair Value*		*Carrying Value*		*Fair Value*
Term loans	$	391,650	$	347,345	$	402,094	$	394,052	$	0	$	0	$	381,205	$	365,003
Senior notes									$	375,000	$	394,688	$	0	$	0
Capital lease obligations		524		524		568		568	$	430	$	430	$	477	$	477

Deferred consideration

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

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Warrants
At both October 31, 2020 and 2019, there were 13,017,777 public warrants and no private warrants outstanding. Each warrant entitles its holder to purchase one share of Class A common stock at an exercise price of $11.50 per share. The warrants expire on December 6, 2022, or earlier upon redemption or liquidation. The Company may call the outstanding public warrants for redemption at a price of $0.01 per warrant, if the last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third business day before the Company sends the notice of redemption to the warrant holders.
The Company accounts for the public warrants issued in connection with its IPO in accordance with ASC 815, under which certain provisions in the public warrant agreements do not meet the criteria for equity classification and therefore these warrants must be recorded as liabilities. The fair value of each public warrant is based on the ~~deferred consideration was $1.7 million at October 31, 2019, which also represented~~public trading price of the ~~date at which~~warrant (Level 1 fair value measurement). Gains and losses related to the ~~3-year earnout period ended. The deferred consideration was paid out during~~warrants are reflected in the ~~fiscal 2020 first quarter and as such,~~change in fair value of warrant liabilities in the ~~liability no longer exists at April 30, 2020.~~consolidated statements of operations.
All other non-financial assets

The Company's non-financial assets, which primarily consist of property and equipment, goodwill and other intangible assets, are not required to be carried at fair value on a recurring basis and are reported at carrying value. However, on a periodic basis or whenever events or changes in circumstances indicate that their carrying value may not be fully recoverable (and at least annually for goodwill and indefinite lived intangibles), non-financial instruments are assessed for impairment and, if applicable, written down to and recorded at fair value.
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Note 6.5. Prepaid Expenses and Other Current Assets

The significant components of prepaid expenses and other current assets at April 30, ~~2020~~2021 and at October 31, ~~2019~~2020 are comprised of the following:

Note 7.6. Property, Plant and Equipment

The significant components of property, plant and equipment at April 30, ~~2020~~2021 and at October 31, ~~2019~~2020 are comprised of the following:

	April 30,			October 31,			*April 30,*			*October 31,*
(in thousands)	2020			2019			*2021*			*2020*
Land, building and improvements	$	26,572		$	26,085		$	26,890		$	26,728
Capital leases—land and buildings		828			828			828			828
Machinery and equipment		304,206			295,741			329,787			318,029
Transportation equipment		2,156			2,223			2,513			2,338
Furniture and office equipment		1,075			1,209			2,398			1,230
Property, plant and equipment, gross		334,837			326,086			362,416			349,153
Less accumulated depreciation		(27,724	)		(18,671	)		(57,551	)		(44,899	)
Property, plant and equipment, net	$	307,113		$	307,415		$	304,865		$	304,254

Depreciation expense for the three and ~~six-month~~six-month periods ended April 30, 2021 was $7.1 million and $14.0 million, respectively. Depreciation expense for the three and six-month periods ended April 30, 2020 was $6.5 million and $13.0 million, respectively. Depreciation expense for the Successor for the three-month period ended April 30, 2019 and the period from December 6, 2018 to April 30, 2019 was $5.2 million and $8.7 million, respectively. Depreciation expense for the Predecessor from November 1, 2018 to December 5, 2018 was $2.1 million. Depreciation expense related to revenue producing machinery and equipment is recorded in cost of operations and an immaterial amount of depreciation expense related to ~~the Company's~~our capital leases and furniture and fixtures is included in general and administrative expenses.

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Note 8.7. Goodwill and Intangible Assets

The Company recognized goodwill and certain intangible assets in connection with business ~~combinations (see Note 4 - Business Combinations).~~combinations.

During the second quarter of fiscal ~~year~~ 2020, the Company identified a triggering event resulting from ~~the recent~~a sustained decline in its stock price and deterioration in general economic conditions resulting from ~~COVID-19.~~COVID-19. As a result, the Company, with the assistance of a third party valuation specialist, performed an interim impairment test on its indefinite-lived trade name intangible assets and goodwill as of April 30, 2020.

The valuation methodology used to value the trade-names was based on the relief-from-royalty method which is an income based measure that derives the value from total revenue growth projected and what percentage is attributable to the trade name. As a result of the analysis, the Company identified that the fair value of its Brundage-Bone Concrete Pumping trade name was approximately 11.8% below its carrying value and as such, recorded a non-cash impairment charge of $5.0 million in intangibles impairment ~~in its consolidated statements of operations for both the three and six-month periods ended~~ on April 30, 2020. The impaired trade name has a remaining value of $37.3 million. In addition, the Company concluded that the fair values of its Eco-Pan and Capital Pumping trade names exceeded their carrying values by approximately 7.8% and 109.1%, respectively, and their remaining values are $7.7 million and $5.5 million, respectively.

The goodwill impairment test was performed on the Company’s U.S. Concrete Pumping, U.S. Concrete Waste Management Services, and U.K. Operations reporting units. The valuation methodologies used to value the reporting units included the discounted cash flow method (income approach) and the guideline public company method (market approach). As a result of the goodwill impairment analysis, the Company identified that the fair values of its U.S. Concrete Pumping and U.K. Operations reporting units were approximately 6.9% and 14.8% below their carrying values, respectively. As such, the Company recorded non-cash impairment charges of $38.5 million and $14.4 million to its U.S. Concrete Pumping and U.K. Operations reporting units, respectively, in goodwill impairment ~~in its consolidated statements of operations for both the three and six-month periods ended~~ on April 30, 2020. In addition, the Company concluded that the fair value of its U.S. Concrete Waste Management Services reporting unit exceeded its carrying value by approximately 4.5% and, as such, no impairment charge was recorded. The Company will continue to evaluate its goodwill and intangible assets in future quarters and note that the Company could record additional impairments based on events and circumstances, including those related to COVID-19 discussed in Note 1.

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

There were no triggering events during the fiscal 2021first and second quarters. The Company will continue to evaluate its goodwill and intangible assets in future quarters. Additional impairments may be recorded based on events and circumstances, including those related to COVID-19 discussed in Note 1.

The following table summarizes the composition of intangible assets at April 30, ~~2020~~2021 and at October 31, ~~2019:~~2020:

	April 30,												October 31,										*April 30,*													*October 31,*
	2020												2019										*2021*													*2020*
	Gross								Foreign Currency		Net		Gross					Foreign Currency			Net		*Gross*								*Foreign Currency*			*Net*		*Gross*								*Foreign Currency*			*Net*
	Carrying					Accumulated			Translation		Carrying		Carrying		Accumulated			Translation			Carrying
Carrying																							*Accumulated*					*Translation*			*Carrying*			*Carrying*		*Accumulated*					*Translation*			*Carrying*
(in thousands)	Value		Impairments			Amortization			Adjustment		Amount		Value		Amortization			Adjustment			Amount		*Value*		*Impairment*			*Amortization*			*Adjustment*			*Amount*		*Value*		*Impairment*			*Amortization*			*Adjustment*			*Amount*
Customer relationship	$	193,042	$	-		$	(48,719	)	$	70	$	144,393	$	193,594	$	(31,861	)	$	(62	)	$	161,671	$	195,069	$	0			(78,223	)	$	(666	)	$	116,180	$	193,585	$	0		$	(64,676	)	$	(106	)	$	128,803
Trade name		5,293		-			(752	)		9		4,550		5,434		(483	)		(7	)		4,944		5,812		0			(1,306	)		(91	)		4,415		5,432		0			(1,020	)		(14	)	$	4,398
Trade name (indefinite life)		55,500		(5,000	)		-			-		50,500		55,500		-			-			55,500		55,500		(5,000	)		-			0			50,500		55,500		(5,000	)		-			0		$	50,500
Noncompete agreements		200		-			(42	)		-		158		200		(22	)		-			178		200		0			(82	)		0			118		200		0			(62	)		0		$	138
Total intangibles	$	254,035	$	(5,000	)	$	(49,513	)	$	79	$	199,601	$	254,728	$	(32,366	)	$	(69	)	$	222,293	$	256,581	$	(5,000	)	$	(79,611	)	$	(757	)	$	171,213	$	254,717	$	(5,000	)	$	(65,758	)	$	(120	)	$	183,839

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Amortization expense for the three and ~~six-month~~six-month periods ended April 30, 2021 was $7.0 million and $13.9 million, respectively. Amortization expense for the three and six-month periods ended April 30, 2020 was $8.6 million and $17.1 million, respectively. Amortization expense for the Successor for the three-month period ended April 30, 2019 and the period from December 6, 2018 to April 30, 2019 was $7.0 million and 11.8 million, respectively. Amortization expense for the Predecessor from November 1, 2018 to December 5, 2018 was $0.7 million. The estimated aggregate amortization expense for intangible assets over the next five fiscal years ending October 31 and thereafter is as follows:

(in thousands)
2020 (excluding the period from November 1, 2019 to April 30, 2020)	$	16,249
2021		26,855
2021 (excluding the period from November 1, 2020 to April 30, 2021)			$	13,168
2022		21,609		21,747
2023		17,176		17,292
2024		13,794		13,892
2025				11,245
Thereafter		53,418		43,369
Total	$	149,101	$	120,713

The changes in the carrying value of goodwill by reportable segment for the quarter ended April 30, ~~2020~~2021 are as follows:

(in thousands)

U.S. Concrete Pumping

U.K. Operations

U.S. Concrete Waste Management Services

Corporate

Total

Balance at October 31, 2019
$ 185,782 $ 41,173 $ 49,133 $ - $ 276,088
Measurement-period adjustments 200 - - - 200
Impairments (38,500 ) (14,240 ) - - (52,740 )
Foreign currency translation - (1,073 ) - - (1,073 )
Balance at April 30, 2020 $ 147,482 $ 25,860 $ 49,133 $ - $ 222,475

(in thousands)

U.S. Concrete Pumping

U.K. Operations

U.S. Concrete Waste Management Services

Corporate

Total

Balance at October 31, 2020
$ 147,482 $ 26,539 $ 49,133 $ 0 $ 223,154
Foreign currency translation 0 1,858 0 0 1,858
Balance at April 30, 2021 $ 147,482 $ 28,397 $ 49,133 $ 0 $ 225,012

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Note 9.8. Long Term Debt and Revolving Lines of Credit

~~Successor~~

~~As part of the Business Combination, the Predecessor’s Revolver, U.K. Revolver, Senior secured notes,~~On January 28, 2021, Brundage-Bone Concrete Pumping Holdings Inc., a Delaware corporation (the “Issuer”) and ~~Seller notes (see Predecessor section below for~~ a ~~discussion of these agreements) were all extinguished and the Company entered into (i) a term loan agreement, dated December 6, 2018, among the Company, certain subsidiaries~~wholly-owned subsidiary of the Company ~~Credit Suisse AG, Cayman Islands Branch as administrative agent and Credit Suisse Loan Funding LLC, Jefferies Finance LLC and Stifel Nicolaus &~~(i) completed a private offering of $375.0 million in aggregate principal amount of its 6.000% senior secured second lien notes due 2026 (the “Senior Notes”) issued pursuant to an indenture, among the Issuer, the Company, ~~Incorporated LLC as joint lead arrangers and joint bookrunners, and~~ the other ~~Lenders party thereto~~Guarantors (as defined below), Deutsche Bank Trust Company Americas, as trustee and as collateral agent (the ~~“Term Loan Agreement”~~"Indenture") and (ii) ~~a Credit Agreement, dated December 6, 2018,~~entered into an amended and restated ABL Facility (the "ABL Facility") by and among the Company, certain subsidiaries of the Company, Wells Fargo Bank, National Association, as agent, sole lead arranger and sole bookrunner, the other Lenders party thereto, which provided up to $125.0 million of asset-based revolving loan commitments to the Company and the other ~~parties thereto (“ABL Credit Agreement”). In addition, in order to finance the acquisition of Capital, the Company added $60.0 million of incremental term loans~~borrowers under the ~~Term Loan Agreement in May 2019.~~ABL Facility. The proceeds from the Senior Notes, along with certain borrowings under the ABL Facility, were used to repay all outstanding indebtedness under the Company’s existing term loan agreement (see discussion below), dated December 6, 2018, and pay related fees and expenses. Summarized terms of these facilities are included below.

~~Term Loan Agreement~~Senior Notes

Summarized terms of the ~~Term Loan Agreement~~Senior Notes are as follows:

	●	Provides for an original aggregate principal amount of ~~$357.0 million. This amount was increased in May 2019 by $60.0 million in connection with the acquisition of Capital;~~$375.0 million;
	●	The ~~initial term loans advanced~~Senior Notes will mature and be due and payable in full ~~seven years after the Closing Date, with principal amortization payments in an annual amount equal to 5.00% of the original principal amount;~~on February 1, 2026;
	●	~~Borrowings under the Term Loan Agreement, will bear interest at either (1) an adjusted LIBOR rate or (2) an alternate base rate, plus an applicable margin of 6.00% or 5.00%, respectively;~~
	●	The ~~Term Loan Agreement is secured by (i)~~Senior Notes bear interest at a ~~first priority perfected lien~~rate of 6.000% per annum, payable on ~~substantially all~~ February 1 and August 1 of the assets of the Company and certain of its subsidiaries that are loan parties thereunder to the extent not constituting ABL Credit Agreement priority collateral and (ii) a second priority perfected lien on substantially all ABL Credit Agreement priority collateral, in each ~~case subject to customary exceptions and limitations;~~year;
	●	The ~~Term Loan Agreement~~Senior Notes are jointly and severally guaranteed on a senior secured basis by the Company, Concrete Pumping Intermediate Acquisition Corp. and each of the Issuer’s domestic, wholly-owned subsidiaries that are borrowers and certain of the guarantors under the ABL Facility (collectively, the "Guarantors"). The Senior Notes and the guarantees are secured on a second-priority basis by all the assets of the Issuer and the Guarantors that secure the obligations under the ABL Facility, subject to certain exceptions. The Senior Notes and the guarantees will be the Issuer’s and the Guarantors’ senior secured obligations, will rank equally with all of the Issuer’s and the Guarantors’ existing and future senior indebtedness and will rank senior to all of the Issuer’s and the Guarantors’ existing and future subordinated indebtedness. The Senior Notes are structurally subordinated to all existing and future indebtedness and liabilities of the Company’s subsidiaries that do not guarantee the Senior Notes;
	●	The Indenture includes certain ~~non-financial covenants.~~covenants that limit, among other things, the Issuer’s ability and the ability of its restricted subsidiaries to: incur additional indebtedness and issue certain preferred stock; make certain investments, distributions and other restricted payments; create or incur certain liens; merge, consolidate or transfer all or substantially all assets; enter into certain transactions with affiliates; and sell or otherwise dispose of certain assets.

The outstanding ~~balance under the Term Loan Agreement~~principal amount of Senior Notes as of April 30, ~~2020~~2021 was ~~$391.7~~$375.0 million and as of that date, the Company was in compliance with all ~~debt covenants. The Company’s interest on borrowings~~covenants under the Term Loan Agreement bear interest using the London Interbank Offered Rate (LIBOR) as the base rate plus an applicable margin in line with the summarized terms of the Term Loan Agreement as described above.Indenture.

~~Future maturities of the term loans for fiscal years ending October 31 and thereafter is as follows:~~

(in thousands)

2020 (excluding the period from November 1, 2019 to April 30, 2020)
$ 15,666
2021 20,888
2022 20,888
2023 20,888
2024 20,888
Thereafter
292,432
Total
$ 391,650

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ABL ~~Credit Agreement~~Facility

~~Summarized~~A comparison of terms of the ABL ~~Credit Agreement~~Facility before and immediately after the amendment are as follows:

Dated December 6, 2018		●As of January 28, 2021
Borrowing availability in U.S. Dollars and GBP up to a maximum of $60.0 million;
	●Borrowing availability in U.S. Dollars and GBP up to a maximum of $125.0 million and an accordion feature under which the Company can increase the ABL Facility by up to an additional $75.0 million;
Borrowing capacity available for standby letters of credit of up to $7.5 million and for ~~swingline~~swing loan borrowings of up to $7.5 million. Any issuance of letters of credit or making of a ~~swingline~~swing loan will reduce the amount available under the ABL Facility;		Same;
All loans advanced will mature and be due and payable in full on December 6, 2023;	●	All loans advanced will mature and be due and payable in full ~~five years after the Closing Date;~~on January 28, 2026;
	●	Amounts borrowed may be repaid at any time, subject to the terms and conditions of the agreement;
	●Same;
Borrowings in U.S. Dollars and GBP ~~under the ABL Credit Agreement will~~ bear interest at either ~~(1)~~(1) an adjusted LIBOR rate or ~~(2)~~(2) a base rate, in each case plus an applicable margin currently set at 2.25% and 1.25%, respectively. The ABL ~~Credit Agreement~~Facility is subject to two step-downs of 0.25% and 0.50% based on excess availability levels;
	●Borrowings in U.S. Dollars and GBP bear interest at either (1) an adjusted LIBOR rate or (2) a base rate, in each case plus an applicable margin currently set at 2.0% and 1.00% per annum, respectively. The ABL Facility is subject to a step-down of 0.25% based on excess availability levels;
U.S. ABL ~~Credit Agreement~~Facility obligations will be secured by (i) a perfected first priority security interest in substantially all personal property of the Company and certain of its subsidiaries that are loan parties thereunder consisting of all accounts receivable, inventory, cash, intercompany notes, books and records, chattel paper, deposit, securities and operating accounts and all other working capital assets and all documents, instruments and general intangibles related to the foregoing (the “U.S. ABL Priority Collateral”) and (ii) a perfected second priority security interest in substantially all Term Loan Agreement priority collateral, in each case subject to customary exceptions and limitations;
	●US ABL Facility obligations will be secured by a first-priority perfected security interest in substantially all the assets of the Issuer, together with Brundage-Bone Concrete Pumping, Inc., Eco-Pan, Inc., Capital Pumping LP (collectively, the "US ABL Borrowers") and each of the Company's wholly-owned domestic subsidiaries (the "US ABL Guarantors"), subject to certain exceptions;
U.K. ABL ~~Credit Agreement~~Facility obligations will be secured by (i) a perfected ~~first-priority~~first-priority security interest in (A) the U.S. ABL Priority Collateral, (B) all of the stock (or other ownership interests) in, and held by, the U.K. borrower subsidiaries of the Company, and (C) all of the current and future assets and property of the U.K subsidiaries of the Company that are loan parties thereunder, including a ~~first-ranking~~first-ranking floating charge over all current and future assets and property of each U.K. subsidiary of the Company that is a loan party thereunder; and (ii) a perfected, ~~second-priority~~second-priority security interest in substantially all Term Loan Agreement priority collateral, in each case subject to customary exceptions and limitations; and
	●UK ABL Facility obligations will be secured by a first priority perfected security interest in substantially all assets of Camfaud Concrete Pumps Limited and Premier Concrete Pumping Limited, each of the Company's wholly-owned UK subsidiaries, and by each of the US ABL Borrowers and the US ABL Guarantors, subject to certain exceptions;
The ABL ~~Credit Agreement~~Facility also includes (i) a springing financial covenant (fixed charges coverage ratio) based on excess availability levels that the Company must comply with on a quarterly basis during required compliance periods and (ii) certain non-financial covenants.		Same.

The outstanding balance under the amended ABL ~~Credit Agreement~~Facility as of April 30, ~~2020~~2021 was ~~$39.2~~$1.1 million and as of that date, the Company was in compliance with all debt covenants.

~~Predecessor~~

~~Revolving line of credit~~

~~The Predecessor had a revolving loan agreement (the "Revolver"). Summarized terms of the Revolver were as follows:~~

	●	~~Maximum borrowing capacity of $65.0 million with a maturity date of September 8, 2022;~~
	●	Borrowings bear interest at the LIBOR rate plus an applicable margin that resets quarterly and is (a) 2.00%, (b) 2.25% or (c) 2.50% if the quarterly average excess availability is (a) at least 66.67%, (b) less than 66.67% and at least 33.33% and (c) less than 33.33%, respectively;
	●	~~Interest is due monthly and the outstanding principal balance was due upon maturity;~~
	●	~~On October 2, 2017, $35.0 million of the Revolver balance was transferred to a 3-month line of credit with a separate LIBOR interest rate; and~~
	●	~~Required Predecessor to maintain a maximum ratio of total fixed charges.~~

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~~U.K. Revolver~~Term Loan Agreement

The Predecessor had a revolving loan agreement (the “U.K. Revolver”) associated with the acquisition of Camfaud in November 2016. The U.K. Revolver had a maximum borrowing capacity of approximately $28.0 million and bore interest at LIBOR plus 2.00%. The U.K. Revolver required the Predecessor maintain a maximum ratio of total fixed charges.

~~Senior secured notes~~

In August 2014, the Predecessor issued $140.0 million in senior secured notes through a high-yield bond offering under SEC Rule 144A (“Senior Notes”). In November 2016, the Predecessor issued additional senior secured notes of $40.0 million as an incremental borrowing with the same terms and form as the original Senior Notes.

Summarized terms of the ~~Senior Notes were~~Term Loan Agreement are as follows:

	●	~~Maturity date on September 1, 2021. Principal due upon maturity;~~Provides for an original aggregate principal amount of $357.0 million. This amount was increased in May 2019 by $60.0 million in connection with the acquisition of Capital;
	●	~~Interest rate of 10.375% per annum, payments due every March 1 and September 1 commencing March 1, 2015;~~
	●	The ~~Senior Notes were~~initial term loans advanced will mature and be due and payable in full seven years after the Closing Date, with principal amortization payments in an annual amount equal to 5.00% of the original principal amount;
	●	Borrowings under the Term Loan Agreement, will bear interest at either (1) an adjusted LIBOR rate or (2) an alternate base rate, plus an applicable margin of 6.00% or 5.00%, respectively;
	●	The Term Loan Agreement is secured by (i) a first priority perfected lien on substantially all of the assets of the Company and ~~contain various~~certain of its subsidiaries that are loan parties thereunder to the extent not constituting ABL Facility priority collateral and (ii) a second priority perfected lien on substantially all ABL Facility priority collateral, in each case subject to customary exceptions and limitations;
	●	The Term Loan Agreement includes certain non-financial covenants.

~~Over the period of January 2016 through September 2017, the Predecessor repurchased and retired approximately $26.0 million, in the aggregate, of principal of the Senior Notes.~~

~~In September 2017, the Predecessor completed an exchange of substantially~~As discussed above, all outstanding existing Senior Notes for newly issued senior secured notes (“New Senior Notes”). The terms of the New Senior Notes were identical to the Senior Notes except that the maturity date was extended to September 1, 2023.

In April 2018, the Predecessor issued additional New Senior Notes with a principal amount of $15.0 million at a 104 percent premium for a total purchase price of $15.6 million. The $0.6 million was recorded by the Predecessor as a debt premium and was amortized over the life of the New Senior Notes using the effective interest method.

~~Seller notes~~

In connection with the acquisitions of the Camfaud and Reilly Concrete Pumping Limited (“Reilly”) in November 2016 and July 2017, respectively, the Predecessor entered into separate loan agreements with the former owners of Camfaud and Reilly for $6.2 million and $1.9 million, respectively (collectively, the “Seller Notes”). The Seller Note with respect to Camfaud bore interest at 5.0% per annum and all principal plus accrued interest was due upon the earlier of; (1) 6 months after the U.K. Revolver is repaid in full, (2) 42 months after the acquisition date (May 2020) or (3) the date on which the Predecessor suffers an insolvency event. The Seller Note with respect to Reilly bore interest at 5.0% per annum and all principal plus accrued interest are due three years after the acquisition date (July 2020). The Seller Notes were unsecured.

~~In connection with the Business Combination, the Company repaid its existing credit facilities in full and replaced them with~~borrowings under the Term Loan Agreement ~~and~~were repaid on January 28, 2021. The pay-off of the term loan were treated as a debt extinguishment while the amended ABL ~~Credit Agreement. The~~facility was treated as a debt modification. In accordance with debt extinguishment accounting rules, the Company ~~also incurred an aggregate of $16.4~~recorded $15.5 million ofin debt extinguishment costs related to the ~~extinguishment of its existing debts, including the~~ write-off of all unamortized ~~borrowing~~deferred debt issuance costs that were related to the term loan and ~~an early extinguishment fee paid~~capitalized $7.0 million of debt issuance costs related to ~~its lenders. The amount has been reflected as~~the Senior Notes. For the amendments to the ABL Facility, the Company capitalized $1.5 million of debt ~~extinguishment costs in the Predecessor’s consolidated statement of income for the period ended December 5, 2018.~~issuance costs.

~~Table of Contents~~

The table below is a summary of the composition of the Company’s ~~long-term~~ debt balances at April 30, ~~2020~~2021 and at October 31, ~~2019.~~2020.

April 30,

October 31,

(in thousands)

2021

2020

Revolving loan (short term) $ 1,087 $ 1,741
Short term portion of term loan
0 20,888
Long term portion of term loan
0 360,317
Senior notes - all long term 375,000 0
Total debt, gross
376,087 382,946
Less unamortized deferred financing costs offsetting long term debt (6,612 ) (16,411 )
Total debt, net of unamortized deferred financing costs $ 369,475 $ 366,535

April 30,

October 31,

(in thousands)

2020

2019

Short term portion of term loan $ 20,888 $ 20,888
Long term portion of term loan 370,762 381,206
Total term loan
391,650 402,094
Less unamortized deferred financing costs (18,314 ) (20,268 )
Total debt
$ 373,336 $ 381,826
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Note ~~10.~~9. Accrued Payroll and Payroll Expenses

The following table summarizes accrued payroll and expenses at April 30, ~~2020~~2021 and at October 31, ~~2019:~~2020:

April 30,

October 31,

April 30,

October 31,

(in thousands)

2020

2019

2021

2020

Accrued vacation $ 4,651 $ 4,638 $ 1,992 $ 1,667
Accrued payroll 1,603 1,507
Accrued bonus 1,971 3,177 2,183 4,752
Other accrued 2,528 1,362 5,060 5,139
Total accrued payroll and payroll expenses $ 9,150 $ 9,177 $ 10,838 $ 13,065

Note ~~11.~~10. Accrued Expenses and Other Current Liabilities

The following table summarizes accrued expenses and other current liabilities at April 30, ~~2020~~2021 and at October 31, ~~2019:~~2020:

April 30,

October 31,

April 30,

October 31,

(in thousands)

2020

2019

2021

2020

Accrued insurance
$ 7,718 $ 6,105 $ 9,792 $ 7,806
Accrued interest
2,583 3,049 5,750 146
Accrued equipment purchases
5,449 15,343 956 4,149
Accrued sales and use tax
311 311 1,535 311
Accrued property taxes
639 915 532 882
Accrued professional fees
1,179 1,729 860 1,213
Accrued due to related party 40 1,765
Other
2,763 654 2,153 2,607
Total accrued expenses and other liabilities
$ 20,642 $ 28,106 $ 21,618 $ 18,879

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Note ~~12.~~11. Income Taxes

For the second fiscal quarter ended April 30, ~~2020,~~2021, the Company recorded an income tax ~~benefit~~expense of $~~2.2~~$0.2 million on a pretax loss of $~~61.2~~ ~~million, resulting in an effective tax rate of 3.6%.~~$10.7 million. For the same quarter a year ago, the Company recorded an income tax ~~expense~~benefit of ~~$1.6~~$2.2 million on a pretax loss of ~~$8.1~~$57.9 million. For the firstsix months of ~~2020,~~2021, the Company recorded an income tax benefit of $~~3.4~~$2.5 million on a pretax loss of $~~65.1~~ ~~million, resulting in an effective tax rate of 5.2%.~~$25.6 million. For the ~~Successor~~same period ~~from December 6, 2018 to April 30, 2019,~~a year ago, the Company recorded an income tax benefit of ~~$1.2~~$3.4 million on a pretax loss of $14.5 million, resulting in an effective tax rate of 8.3%. For the Predecessor period from November 1, 2018 to December 5, 2018, the Company recorded an income tax benefit of $4.2 million on a pretax loss of $26.8 million, resulting in an effective tax rate of 15.7%.$62.2 million.
~~The factors impacting comparability between our effective tax rates for the periods discussed above are as follows:~~
~~(1)~~
~~The Predecessor recorded tax expense of $1.4 million for the period ended December 5, 2018 related to nondeductible transaction related costs;~~
~~(2)~~
The Successor included $0.8 million of tax expense in the estimated annual effective rate for the period ended April 30, 2019 related to foreign income inclusions compared to $0.1 million for the period ended April 30, 2020 and $0.0 for the Predecessor period ended December 5, 2018;
~~(3)~~
~~The Successor included $0.9 million of tax expense related to the increase in the deferred statutory U.K. corporate tax rate from 17% to 19% in the period ended April 30, 2020;~~
~~(4)~~ Of the $57.9 million of impairments recorded for goodwill and intangibles by the Company, only $11.9 million was deductible for tax purposes ($2.9 million tax benefit to the Company) as the remaining impairment was related to nondeductible goodwill; and
~~(5)~~
Differences in our estimated full year income before tax and the related impact on our estimated full year effective tax rate that was applied to year to date losses for the Successor periods ended April 30, 2020 and April 30, 2019.

At April 30, ~~2020~~2021 and October 31, ~~2019,~~2020, we had deferred tax liabilities, net of deferred tax assets, of ~~$65.3~~$65.6 million and ~~$69.0~~$68.0 million, respectively. The decrease in our net deferred tax liability is primarily due to current year operating results and reversal of existing deferred tax assets and liabilities during the period ended April 30, ~~2020.~~2021. The Company has a valuation allowance of $0.1 million as of both April 30, ~~2020~~2021 and October 31, ~~2019~~2020 related to foreign tax credit carryforwards where realization is more uncertain at this time due to the limited carryforward periods that exist.

The Company had unrecognized tax benefits of ~~$1.7~~$1.5 million and $1.6 million as of April 30, ~~2020~~2021 and October 31, ~~2019.~~2020, respectively. If recognized, none of these benefits would favorably impact the Company's income tax expense.

On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security “CARES” Act into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOL”) and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax provisions. The Company has performed the analysis of the CARES Act and has concluded that there is no impact as of April 30, 2020. The Company will continue to evaluate how the CARES Act may impact future periods. Also, refer to Note 13.
On March 17, 2020, the House of Commons passed a Budget Resolution under the Provisional Collection of Taxes Act of 1968. The Budget Resolution substantively enacted an increase in the U.K. corporate tax rate for tax periods after March 31, 2020 from 17% to 19%. As a result of the Budget Resolution, the Company recorded tax expense of $0.9 million related to the remeasurement of deferred tax assets and liabilities to reflect the increase in the U.K. corporate tax rate.
The Company received a demand letter on March 31, 2020 alleging that the Company is required to apply for and remit to the Predecessor’s shareholders certain tax refunds from carrying back certain tax net operating loss carryforwards that were made available as a result of the recent passage of the CARES Act. No complaint against the Company has been filed alleging any claims with respect to this matter. The outcome of this issue is still not determinable at this time because the matter is still under review and no action has been taken by the Company with regards to these potential refunds under the CARES Act.
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Note ~~13.~~12. Commitments and Contingencies

Insurance

As of April 30, ~~2020~~2021 and October 31, ~~2019,~~2020, the Company was partially insured for automobile, general and worker's compensation ~~liability with the following deductibles:~~

Deductible

General liability
$ 250,000
General liability (in the case of accident and driver has completed NationsBuilders Insurance Services driver training)
$ 125,000
Automobile
$ 100,000
Workers' compensation
$ 250,000
~~We had~~liability. The Company has accrued ~~$6.3~~$6.7 million and ~~$5.0~~$5.4 million, as of April 30, ~~2020~~2021 and October 31, ~~2019,~~2020, respectively, for claims incurred but not reported and estimated losses reported, which is included in accrued expenses and other current liabilities in the accompanying consolidated balance sheets.

The Company offers employee health benefits via a partially self-insured medical benefit plan. Participant claims exceeding certain limits are covered by a stop-loss insurance policy. As of April 30, ~~2020~~2021 and October 31, ~~2019,~~2020, the Company had accrued ~~$1.4~~$3.1 million and ~~$1.1~~$1.9 million, respectively, for health claims incurred but not reported based on historical claims amounts and average lag time. These accruals are included in accrued expenses and other current liabilities in the accompanying consolidated balance sheets. The Company contracts with a third party administrator to process claims, remit benefits, etc. The third party administrator requires the Company to maintain a bank account to facilitate the administration of claims. The account balance was ~~$0.4~~$0.1 million and $0.3 million, as of April 30, ~~2020~~2021 and October 31, ~~2019,~~2020, respectively, and is included in cash and cash equivalents in the accompanying consolidated balance sheets.

Litigation

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

Letters of credit

The ABL ~~Credit Agreement~~Facility provides for up to $7.5 million of standby letters of credit. As of April 30, ~~2020,~~2021, total outstanding letters of credit totaled ~~$1.2~~$2.3 million, the vast majority of which had been committed to the Company’s general liability insurance provider.

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Note ~~14. Stockholders’~~13. Stockholders’ Equity
In conjunction with the Business Combination, all common and preferred shares that were in existence for the Predecessor were settled and no longer outstanding subsequent to December 5, 2018. On December 6, 2018, in connection with the closing of the Business Combination, the Company redeemed a total of 22,337,322 shares of its Class A common stock pursuant to the terms of its certificate of incorporation, resulting in a total cash payment from the Company’s trust account to redeeming stockholders of $231.4 million.

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

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

•●
34,100,000 warrants outstanding, each exercisable for one share of common stock at an exercise price of $11.50 per ~~share;~~ share, with exercisable rights expiring December 6, 2023; and

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

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

As discussed below, on April 29, 2019, 2,101,213 shares of common stock were issued in exchange for the Company's public warrants and 1,707,175 shares of common stock were issued in exchange for the Company's private warrants. After the completion of the warrant exchange and as of April 30, ~~2020,~~2021, there were 13,017,777 public warrants and no private warrants outstanding.

The Company’s Series A Preferred Stock does not pay dividends and is convertible (effective June 6, 2019) into shares of the Company’s common stock at a 1:1 ratio (subject to customary adjustments). The Company has the right to elect to redeem all or a portion of the Series A Preferred Stock at its election after December 6, 2022 for cash at a redemption price equal to the amount of the principal investment plus an additional cumulative amount that will accrue at an annual rate of 7.0% thereon. In addition, if the volume weighted average price of shares of the Company’s common stock equals or exceeds $13.00 for 30 consecutive days, then the Company will have the right to require the holder of the Series A Preferred Stock to convert its Series A Preferred Stock into Company common stock, at a ratio of 1:1 (subject to customary adjustments).

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

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

On April 26, 2019, a total of 9,982,123 public warrants and 11,100,000 private warrants were tendered for exchange pursuant to the Offer. On April 29, 2019, 2,101,213 shares of common stock were issued in exchange for the tendered public warrants and 1,707,175 shares of common stock were issued in exchange for the tendered private warrants. A negligible amount of cash was paid for fractional shares. As ~~no agreement was modified as a result~~ of the exchange, we concluded that the exchange of Company common stock for the warrants was analogous to a share repurchase. The Company recorded a loss on repurchase of the warrants of $5.2 million in the 2019 second quarter, all of which was included as an adjustment to retained earnings. The $5.2 million loss reflects the par value of the warrants in APIC of $21.1 million less the fair value of the common stock that was issued in exchange for the warrants of $26.3 million. After the completion of the Warrant Exchange and as of April 30, ~~2020,~~2021, 13,017,777 public warrants and no private warrants were outstanding.
On April 12, 2021, the SEC staff issued a statement regarding accounting and reporting considerations for warrants issued by SPACs. In light of the issues raised by the SEC staff, the Company re-evaluated its accounting position for its private and public warrants. See Note 2 for further discussion of the accounting implications relating to these warrants.

Note ~~15.~~14. Stock-Based Compensation
~~Successor~~

The Company rolled forward certain vested options from the Predecessor (see discussion below) to 2,783,479 equivalent vested options in the ~~Successor. No~~Company. NaN incremental compensation costs were recognized on conversion as the fair value of the options issued were equivalent to the fair value of the vested options of the Predecessor. Exercise prices for those options range from $0.87 to $6.09.

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

1.(1)
Time-based only – Awards vest in equal installments over a ~~five-year period~~five-year period.

2.(2)
$13 market-based and time-based vesting – Awards will vest as to first condition once the Company’s stock reaches a closing price of ~~$13.00~~$13.00 for 30 consecutive trading days. Once the first vesting condition is achieved, the stock award will then vest 1/3 annually over a ~~three-year~~three-year period.

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

4.(4)
$19 market-based and time-based vesting – Awards will vest as to first condition once the Company’s stock reaches a closing price of ~~$19.00~~$19.00 for 30 consecutive trading days. Once the first vesting condition is achieved, the stock award will then vest 1/3 annually over a ~~three-year~~three-year period.

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

(1) 113 awards for 113 employees accepted a modification to their restricted stock awards (if U.S. employees) or stock options (if U.K. employees) with market-based vesting conditions as follows:
o The price vesting targets of $13.00 per share, $16.00 per share or $19.00 per share were reduced to $6.00 per share, $8.00 per share or $10.00 per share, respectively
o The market-based awards were exchanged on a 2-for-1 exchange ratio. In total 3,816,450 market-based awards were exchanged for 1,908,165 market-based awards
(2) 18 awards for 18 employees had their restricted stock awards (if U.S. employees) or stock options (if U.K. employees) with market-based vesting conditions (the same $13/$16/$19 price targets outlined above) modified as follows:
o Each individual's total award was split into the following: (a) 46% of time vesting shares that vested on December 6, 2020, (b) 15% of time vesting shares which will vest ratably 1/3 each year on December 6, 2021, 2022 and 2023, and (c) the remaining 39% will initially vest based on reduced price vesting targets of $6.00 per share, $8.00 per share or $10.00 per share. Once the first vesting condition is achieved, the stock award will then vest 1/3 annually over a three-year period.
o In the aggregate, 1,381,426 stock awards were modified as follows:
(a) 635,455 shares vested on December 6, 2020,
(b) 207,215 shares will vest ratably 1/3 each year on December 6, 2021, 2022 and 2023, and
(c) 538,756 shares will vest based on reduced price vesting targets of $6.00 per share, $8.00 per share or $10.00 per share
As a result of the modifications, and in accordance with ASC 718, the Company updated the fair value of each modified award to be equal to the following:
● Unrecognized stock-based compensation expense as of October 29, 2020 immediately before the modification plus
● The greater of $0 or the difference between fair value of new award immediately after modification less the fair value of old award immediately before modification
The fair values for the above awards were calculated using a Monte Carlo simulation model and the updated fair value of the stock award is expensed over the new service period for the new award. As a result of the modifications, the Company recorded $5.9 million of compensation expense on day 1 of the modification as the requisite service period is zero. Outside of the unrecognized compensation expense for all other awards, no incremental costs are expected to be incurred in the future.
As of April 30, 2021, the Company has the following outstanding stock-based awards:
(1)
Time-based only – Awards vest in equal installments over a three or five-year period.
(2)
$6 market-based and time-based vesting – Awards will vest as to first condition once the Company’s stock reaches a closing price of $6.00 for 30 consecutive trading days. Once the first vesting condition is achieved, the stock award will then vest 1/3 annually over a three-year period.
(3)
$8 market-based and time-based vesting – Awards will vest as to first condition once the Company’s stock reaches a closing price of $8.00 for 30 consecutive trading days. Once the first vesting condition is achieved, the stock award will then vest 1/3 annually over a three-year period.
(4)
$10 market-based and time-based vesting – Awards will vest as to first condition once the Company’s stock reaches a closing price of $10.00 for 30 consecutive trading days. Once the first vesting condition is achieved, the stock award will then vest 1/3 annually over a three-year period.
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Included in the table below is a summary of ~~the~~unvested awards ~~granted,~~at April 30, 2021, including the location, type of award, ~~fair value of awards,~~shares outstanding, unrecognized compensation expense, and the date that expense will be recognized through. ~~In accordance with ASC 718, the market-based awards were assigned the fair values in the table below using a Monte Carlo simulation model.~~ In addition, while the table below provides a date through which expense will be recognized on a straight-line basis for the remaining market-based stock awards, if at such time ~~these market-based stock awards~~they vest ~~under both vesting conditions,~~earlier than the Monte Carlo simulation derived service period, expense recognition will be accelerated. The $6 Market/Time-Based shares noted below achieved the $6.00 market condition on March 29, 2021, which was a date that was earlier than the Monte Carlo simulation had originally estimated. As such, the remaining unrecognized expense for these awards will be accelerated over the new remaining requisite service period. In addition, the Company has broken out the market-based awards by vesting tranche to address the accelerated attribution applied to the awards.
Location

Type of Award

Shares Unvested at April 30, 2021

Weighted Average Fair Value

Unrecognized Compensation Expense at April 30, 2021

Date Expense will be Recognized Through (Straight-Line Basis)
U.S. Time Based Only 864,028 $ 6.20 $ 3,894,504 12/6/2023
U.S.

$6 Market/Time- Based
150,697 $ 3.86 $ 0
10/29/2020
U.S.

$6 Market/Time- Based
192,652 $ 8.63 $ 535,622
3/29/2022
U.S.

$6 Market/Time- Based
192,652 $ 8.63 $ 818,896
3/29/2023
U.S.

$6 Market/Time- Based
192,663 $ 8.63 $ 987,767
3/29/2024
U.S.

$8 Market/Time- Based
150,697 $ 3.46 $ 0
10/29/2020
U.S.

$8 Market/Time- Based
192,653 $ 7.43 $ 623,894
5/1/2023
U.S.

$8 Market/Time- Based
192,653 $ 7.43 $ 795,783
5/1/2024
U.S.

$8 Market/Time- Based
192,662 $ 7.43 $ 908,426
5/1/2025
U.S.

$10 Market/Time- Based
150,706 $ 3.15 $ 0
10/29/2020
U.S.

$10 Market/Time- Based
192,658 $ 6.45 $ 580,256
7/9/2023
U.S.

$10 Market/Time- Based
192,654 $ 6.45 $ 715,214
7/9/2024
U.S. $10 Market/Time- Based 192,670 $ 6.45 $ 805,215 7/9/2025
U.S. $13 Market/Time- Based 433 $ 4.47 $ 794 5/4/2022
U.S. $13 Market/Time- Based 433 $ 4.47 $ 1,045 5/4/2023
U.S. $13 Market/Time- Based 434 $ 4.47 $ 1,209 5/4/2024
U.S. $16 Market/Time- Based 433 $ 3.85 $ 764 8/27/2022
U.S. $16 Market/Time- Based 433 $ 3.85 $ 950 8/27/2023
U.S. $16 Market/Time- Based 434 $ 3.85 $ 1,076 8/27/2024
U.S. $19 Market/Time- Based 433 $ 3.34 $ 708 11/19/2022
U.S. $19 Market/Time- Based 433 $ 3.34 $ 853 11/19/2023
U.S. $19 Market/Time- Based 434 $ 3.34 $ 953 11/19/2024
U.K. Time Based Only 132,259 $ 6.08 $ 550,704 12/6/2023
U.K.

$6 Market/Time- Based
28,885 $ 3.85 $ 0
10/29/2020
U.K.

$6 Market/Time- Based
27,892 $ 8.36 $ 76,663
3/29/2022
U.K.

$6 Market/Time- Based
27,892 $ 8.36 $ 116,244
3/29/2023
U.K.

$6 Market/Time- Based
27,901 $ 8.36 $ 139,791
3/29/2024
U.K.

$8 Market/Time- Based
28,885 $ 3.45 $ 0
10/29/2020
U.K.

$8 Market/Time- Based
27,892 $ 7.20 $ 88,882
5/1/2023
U.K. $8 Market/Time- Based 27,892 $ 7.20 $ 112,737 5/1/2024
U.K. $8 Market/Time- Based 27,901 $ 7.20 $ 128,403 5/1/2025
U.K. $10 Market/Time- Based 28,886 $ 3.14 $ 0 10/29/2020
U.K. $10 Market/Time- Based 27,902 $ 6.24 $ 82,553 7/9/2023
U.K. $10 Market/Time- Based 27,892 $ 6.24 $ 101,225 7/9/2024
U.K. $10 Market/Time- Based 27,901 $ 6.24 $ 113,743 7/9/2025
Total
3,523,925 $ 12,184,873
Note: The $13/$16/$19 Market/Time Based shares noted above relate to the shares not exchanged in the October 29, 2020 modification discussed above.
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Table of Contents
Stock-based compensation expense for the three and ~~six-month~~six-month periods ended April 30, ~~2020~~2021 was ~~$1.4~~$3.3 million and ~~$2.9 million, respectively. Stock-based compensation expense was $0.4 million for the three-month period ending April 30, 2019 and the Successor period from December 6, 2018 through April 30, 2019.~~
Location
Type of Award

Shares Awarded

Fair Value of Awards Per Share

Total Fair Value of Awards

Date Expense will be Recognized Through (Straight-Line Basis)
U.S.
Time Based Only
1,156,630 $ 6.67 $ 7,714,722
12/6/2023
U.S.
$13 Market/Time- Based
1,543,044 $ 4.47 $ 6,904,032
5/4/2024
U.S.
$16 Market/Time- Based
1,543,044 $ 3.85 $ 5,940,038
8/27/2024
U.S.
$19 Market/Time- Based
1,543,091 $ 3.34 $ 5,149,194
11/19/2024
U.S.
Time Based Only
25,000 $ 4.05 $ 101,250
12/6/2023
U.S.
$13 Market/Time- Based
25,000 $ 2.72 $ 67,919
5/4/2024
U.S.
$16 Market/Time- Based
25,000 $ 2.34 $ 58,436
8/27/2024
U.S.
$19 Market/Time- Based
25,000 $ 2.03 $ 50,654
11/19/2024
U.K.
Time Based Only
164,744 $ 6.67 $ 1,098,842
12/6/2023
U.K.
$13 Market/Time- Based
238,808 $ 4.46 $ 1,066,272
5/4/2024
U.K.
$16 Market/Time- Based
238,808 $ 3.84 $ 917,096
8/27/2024
U.K.
$19 Market/Time- Based
238,833 $ 3.33 $ 794,772
11/19/2024
Total
6,767,002 $ 29,863,227
~~Predecessor~~
~~The Predecessor accounted for share-based awards in accordance with ASC Topic 718~~ ~~Compensation–Stock Compensation~~ (“ASC 718”), which requires the fair value of stock-based compensation awards to be amortized as an expense over the vesting period. Stock-based compensation awards are valued at fair value on the date of grant. As a result of the Business Combination, the acceleration clause within the original award agreements was triggered and all unvested awards immediately vested, resulting in an amount of $0.6 million of stock-based compensation expense presented “on the line” (see Note 4 - Business Combinations). Stock-based compensation for the Predecessor period from November 1, 2018 to December 5, 2018 totaled $0.1$4.0 million and has been included in general and administrative expenses on the accompanying consolidated ~~statements~~statement of ~~operations.~~ income. Stock-based compensation expense for the three and six-month periods ended April 30, 2020 was $1.4 million and $2.9 million, respectively.
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Note ~~16.~~15. Earnings Per Share

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

~~Successor~~
At April 30, ~~2020 (Successor)~~2021, the Company had outstanding ~~(1) 13,017,777~~(1) 13.0 million warrants to purchase shares of common stock at an exercise price of $11.50, ~~(2) 5.5~~(2) 3.1 million outstanding unvested restricted stock awards, ~~(3)~~(3) 1.2 million outstanding vested incentive stock options, ~~(4) 0.8~~(4) 0.5 million outstanding ~~unvested~~ non-qualified stock options, and ~~(5)~~(5) 2.5 million shares of Series A Preferred Stock, all of which could potentially be dilutive. For the Successor period presented, the weighted-average dilutive impact, if any, of these shares was excluded from the calculation of diluted earnings (loss) per common share because their inclusion would have been anti-dilutive. As a result, dilutive earnings (loss) per share is equal to basic earnings (loss) per share. Stock.

The table below shows our basic and diluted EPS calculations for the three and ~~six-month periods~~six-month period ended April 30, 2021 and April 30, 2020:

Three Months Ended April 30,

Six Months Ended April 30,

(in thousands, except share and per share amounts)

2021

2020

2021

2020

Net loss (numerator):

Net loss attributable to Concrete Pumping Holdings, Inc.
$ (10,853 ) $ (55,714 ) $ (23,143 ) $ (58,850 )
Less: Accretion of liquidation preference on preferred stock
(499 ) (470 ) (1,006 ) (943 )
Less: Undistributed earnings allocated to participating securities
0 0 0 0
Net loss attributable to common stockholders (numerator for basic earnings per share)
$ (11,352 ) $ (56,184 ) $ (24,149 ) $ (59,793 )
Add back: Accretion of liquidation preference on preferred stock
- - - -
Add back: Undistributed earning allocated to participating securities
- - - -
Less: Undistributed earnings reallocated to participating securities
- - - -
Numerator for diluted earnings (loss) per share
$
(11,352
) $ (56,184 ) $ (24,149 ) $ (59,793 )

Weighted average shares (denominator):

Weighted average shares - basic
53,465,799 52,782,663 53,303,302 52,752,884
Weighted average shares - diluted
53,465,799 52,782,663 53,303,302 52,752,884

Basic loss per share
$ (0.21 ) $ (1.06 ) $ (0.45 ) $ (1.13 )
Diluted loss per share
$ (0.21 ) $ (1.06 ) $ (0.45 ) $ (1.13 )
For all periods presented, the ~~three-month period ended April 30, 2019,~~Company realized a net loss and as such, the ~~Successor period~~weighted-average dilutive impact of any shares was excluded from ~~December 6, 2018 through April 30, 2019:~~the calculation of diluted EPS because they were antidilutive.

Successor

(in thousands, except share and per share amounts)

Three Months Ended April 30, 2020

Three Months Ended April 30, 2019

Six Months Ended April 30, 2020

December 6, 2018 through April 30, 2019

Net loss (numerator):

Net loss attributable to Concrete Pumping Holdings, Inc. $ (58,968 ) $ (9,645 ) $ (61,714 ) $ (13,275 )
Less: Accretion of liquidation preference on preferred stock (470 ) (434 ) (943 ) (703 )
Less: Undistributed earnings allocated to participating securities - - - -
Net loss attributable to common stockholders (numerator for basic earnings per share) $ (59,438 ) $ (10,079 ) $ (62,657 ) $ (13,978 )

Weighted average shares (denominator):

Weighted average shares - basic 52,782,663 29,166,165 52,752,884 29,043,174
Weighted average shares - diluted 52,782,663 29,166,165 52,752,884 29,043,174

Basic loss per share $ (1.13 ) $ (0.35 ) $ (1.19 ) $ (0.48 )
Diluted loss per share $ (1.13 ) $ (0.35 ) $ (1.19 ) $ (0.48 )
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Table of Contents
~~Predecessor~~
Under the terms and conditions of the Company’s Participating Preferred Stock Agreement, the holders of the preferred stock had the right to receive dividends or dividend equivalents should the Company declare dividends on its common stock on a one-for-one per-share basis. Under the two-class method, undistributed earnings was calculated by the earnings for the period less the cumulative preferred stock dividends earned for the period. The undistributed earnings were then allocated on a pro-rata basis to the common and preferred stockholders on a one-for-one per-share basis. The weighted-average number of common and preferred shares outstanding during the period was then used to calculate basic EPS for each class of shares. As a result, the undistributed earnings available to common shareholders was calculated by earnings (loss) for the period less the cumulative preferred stock dividends earned for the period less undistributed earnings allocated to the holders of the preferred stock.
In periods in which the Company had a net loss or undistributed net loss, basic loss per share was calculated by dividing the loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. The two-class method was not used, because the holders of the preferred stock did not participate in losses.
~~The table below shows our basic and diluted EPS calculations for the Predecessor periods from November 1, 2018 through December 5, 2018:~~

Predecessor

(in thousands, except share and per share amounts)

November 1, 2018 through December 5, 2018

Net loss (numerator):

Net loss income attributable to Concrete Pumping Holdings, Inc.
$ (22,575 )
Less: Accretion of liquidation preference on preferred stock
(126 )
Less: Undistributed earnings allocated to preferred shares
-
Net (loss) available to common shareholders
$ (22,701 )

Weighted average shares (denominator):

Weighted average shares - basic
7,576,289
Weighted average shares - diluted
7,576,289

Antidilutive stock options
932,746

Basic loss per share
$ (3.00 )
Diluted loss per share
$ (3.00 )
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~~Table of Contents~~

Note ~~17.~~16. Segment Reporting

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

●
U.S. Concrete Pumping – Consists of concrete pumping services sold to customers in the U.S. Business in this segment is primarily performed under the Brundage-Bone and Capital ~~trade names.~~tradenames.
●
U.K. Operations – Consists of concrete pumping services and leasing of concrete pumping equipment to customers in the U.K. Business in this segment is primarily performed under the Camfaud Concrete Pumps and Premier Concrete Pumping ~~trade names.~~tradenames. In addition to concrete pumping, we recently started operations of waste management services in the U.K. under the Eco-Pan ~~trade name~~tradename and the results of this business are included in this segment. This represents the Company’s foreign operations.
●
U.S. Concrete Waste Management Services – Consists of pans and containers rented to customers in the U.S. and the disposal of the concrete waste material services sold to customers in the U.S. Business in this segment is performed under the Eco-Pan ~~trade name.~~tradename.
●
Corporate - Is primarily related to the intercompany leasing of real estate to certain of the U.S Concrete Pumping branches.

Any differences between segment reporting and consolidated results are reflected in Corporate and/or Intersegment below.

The accounting policies of the reportable segments are the same as those described in Note 2. The Company’s Chief Operating Decision Maker (“CODM”) evaluates the performance of each segment based on revenue, and measures segment performance based upon EBITDA (earnings before interest, taxes, depreciation and amortization). Non-allocated interest expense and various other administrative costs are reflected in Corporate. Corporate assets primarily include cash and cash equivalents, prepaid expenses and other current assets, and real property. The following provides operating information about the Company’s reportable segments for the periods presented:

Successor

Predecessor

(in thousands)

Three Months Ended April 30, 2020

Three Months Ended April 30, 2019

Six Months Ended April 30, 2020

December 6, 2018 through April 30, 2019

November 1, 2018 through December 5, 2018

Revenue

U.S. Concrete Pumping $ 57,459 $ 42,548 $ 112,564 $ 66,615 $ 16,659
U.K. Operations 8,401 12,689 19,086 18,504 5,143
U.S. Concrete Waste Management Services 8,306 6,751 16,589 10,839 2,628
Corporate 625 - 1,250 - 242
Intersegment (750 ) - (1,509 ) - (276 )
$ 74,041 $ 61,988 $ 147,980 $ 95,958 $ 24,396

Income (loss) before income taxes

U.S. Concrete Pumping $ (47,054 ) $ (9,472 ) $ (50,928 ) $ (13,896 ) $ (27,354 )
U.K. Operations (15,446 ) 899 (16,454 ) (1,064 ) 207
U.S. Concrete Waste Management Services 893 (123 ) 1,464 (414 ) 225
Corporate 418 623 836 906 155
$ (61,189 ) $ (8,073 ) $ (65,082 ) $ (14,468 ) $ (26,767 )

Three Months Ended April 30,

Six Months Ended April 30,

(in thousands)

2021

2020

2021

2020

Revenue

U.S. Concrete Pumping
$ 56,168 $ 57,459 $ 108,484 $ 112,564
U.K. Operations
11,853 8,401 21,633 19,086
U.S. Concrete Waste Management Services
9,008 8,306 17,430 16,589
Corporate
625 625 1,250 1,250
Intersegment
(781 ) (750 ) (1,503 ) (1,509 )
Total revenue
$ 76,873 $ 74,041 $ 147,294 $ 147,980

Income (loss) before income taxes

U.S. Concrete Pumping
$ (1,306 ) $ (47,054 ) $ (16,806 ) $ (50,928 )
U.K. Operations
481 (15,446 ) (227 ) (16,454 )
U.S. Concrete Waste Management Services
1,181 893 2,034 1,464
Corporate
(11,039 ) 3,672 (10,622 ) 3,700
Total income (loss) before income taxes
$ (10,683 ) $ (57,935 ) $ (25,621 ) $ (62,218 )

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Table of Contents

Three Months Ended April 30,

Six Months Ended April 30,

(in thousands)

2021

2020

2021

2020

EBITDA

U.S. Concrete Pumping
$ 13,346 $ (28,814 ) $ 13,241 $ (13,952 )
U.K. Operations
3,334 (12,712 ) 5,413 (10,753 )
U.S. Concrete Waste Management Services
3,504 3,553 6,704 6,803
Corporate
(10,831 ) 3,879 (10,206 ) 4,114
Total EBITDA
$ 9,353 $ (34,094 ) $ 15,152 $ (13,788 )

Consolidated EBITDA reconciliation

Net loss
$ (10,853 ) $ (55,714 ) $ (23,143 ) $ (58,850 )
Interest expense, net
6,029 8,765 12,929 18,268
Income tax expense (benefit)
170 (2,221 ) (2,478 ) (3,368 )
Depreciation and amortization
14,007 15,076 27,844 30,162
Total EBITDA
$ 9,353 $ (34,094 ) $ 15,152 $ (13,788 )

Three Months Ended April 30,

Six Months Ended April 30,

(in thousands)

2021

2020

2021

2020

Depreciation and amortization

U.S. Concrete Pumping
$ 9,405 $ 10,144 $ 18,677 $ 20,148
U.K. Operations
2,071 2,065 4,081 4,261
U.S. Concrete Waste Management Services
2,323 2,660 4,670 5,339
Corporate
208 207 416 414
Total depreciation and amortization
$ 14,007 $ 15,076 $ 27,844 $ 30,162

Interest expense, net

U.S. Concrete Pumping
$ (5,247 ) $ (8,096 ) $ (11,370 ) $ (16,828 )
U.K. Operations
(782 ) (669 ) (1,559 ) (1,440 )
U.S. Concrete Waste Management Services
0 0 0 0
Corporate
0 0 0 0
Total interest expense, net
$ (6,029 ) $ (8,765 ) $ (12,929 ) $ (18,268 )

Transaction costs including transaction-related debt extinguishment

U.S. Concrete Pumping
$ 55 $ 0 $ 84 $ 0
Corporate
0 0 0 0
Total transaction costs including transaction-related debt extinguishment
$ 55 $ 0 $ 84 $ 0

Successor

Predecessor

(in thousands)

Three Months Ended April 30, 2020

Three Months Ended April 30, 2019

Six Months Ended April 30, 2020

December 6, 2018 through April 30, 2019

November 1, 2018 through December 5, 2018

EBITDA

U.S. Concrete Pumping $ (28,814 ) $ 5,812 $ (13,952 ) $ 11,348 $ (24,565 )
U.K. Operations (12,712 ) 4,298 (10,753 ) 4,431 1,587
U.S. Concrete Waste Management Services 3,553 2,580 6,803 4,161 388
Corporate 625 687 1,250 1,008 180
$ (37,348 ) $ 13,377 $ (16,652 ) $ 20,948 $ (22,410 )

Consolidated EBITDA reconciliation

Net loss $ (58,968 ) $ (9,645 ) $ (61,714 ) $ (13,275 ) $ (22,575 )
Interest expense, net 8,765 9,318 18,268 14,910 1,644
Income tax benefit (2,221 ) 1,572 (3,368 ) (1,193 ) (4,192 )
Depreciation and amortization 15,076 12,132 30,162 20,506 2,713
EBITDA $ (37,348 ) $ 13,377 $ (16,652 ) $ 20,948 $ (22,410 )

Successor

Predecessor

(in thousands)

Three Months Ended April 30, 2020

Three Months Ended April 30, 2019

Six Months Ended April 30, 2020

December 6, 2018 through April 30, 2019

November 1, 2018 through December 5, 2018

Depreciation and amortization

U.S. Concrete Pumping $ 10,144 $ 6,706 $ 20,148 $ 11,532 $ 1,635
U.K. Operations 2,065 2,659 4,261 4,297 890
U.S. Concrete Waste Management Services 2,660 2,703 5,339 4,575 163
Corporate 207 64 414 102 25
$ 15,076 $ 12,132 $ 30,162 $ 20,506 $ 2,713

Interest expense, net

U.S. Concrete Pumping $ (8,096 ) $ (8,578 ) $ (16,828 ) $ (13,712 ) $ (1,154 )
U.K. Operations (669 ) (740 ) (1,440 ) (1,198 ) (490 )
U.S. Concrete Waste Management Services - - - - -
Corporate - - - - -
$ (8,765 ) $ (9,318 ) $ (18,268 ) $ (14,910 ) $ (1,644 )

Transaction costs including transaction-related debt extinguishment

Corporate $ - $ 1,282 $ - $ 1,282 $ 30,562
$ - $ 1,282 $ - $ 1,282 $ 30,562
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Table of Contents
Total assets by segment for the periods presented are as follows:

April 30,

October 31,

April 30,

October 31,

(in thousands)

2020

2019

2021

2020

Total Assets

U.S. Concrete Pumping $ 593,808 $ 637,384 $ 567,635 $ 570,536
U.K. Operations 127,076 138,435 105,393 109,726
U.S. Concrete Waste Management Services 138,725 137,646 141,723 140,209
Corporate 24,860 24,223 26,029 25,517
Intersegment (80,297 ) (66,323 ) (69,265 ) (72,230 )
$ 804,172 $ 871,365
Total assets
$ 771,515 $ 773,758

The U.S. and U.K. were the only regions that accounted for more than 10% of the Company’s revenue for the periods presented. There was no single customer that accounted for more than 10% of revenue for the periods presented. Revenue for the periods presented and long lived assets as of April 30, ~~2020~~2021 and October 31, ~~2019~~2020 are as follows:

Successor

Predecessor
Three Months Ended April 30, Six Months Ended April 30,
(in thousands)

Three Months Ended April 30, 2020

Three Months Ended April 30, 2019

Six Months Ended April 30, 2020

December 6, 2018 through April 30, 2019

November 1, 2018 through December 5, 2018

2021

2020

2021

2020

Revenues

Revenue by Geography

U.S. $ 65,640 $ 49,299 $ 128,894 $ 77,454 $ 19,253 $ 65,020 $ 65,640 $ 125,661 $ 128,894
U.K. 8,401 12,689 19,086 18,504 5,143 11,853 8,401 21,633 19,086
$ 74,041 $ 61,988 $ 147,980 $ 95,958 $ 24,396
Total revenue
$ 76,873 $ 74,041 $ 147,294 $ 147,980

April 30,

October 31,

(in thousands)

2020

2019

Long Lived Assets

U.S. $ 265,430 $ 263,363
U.K. 41,683 44,052
$ 307,113 $ 307,415

	Deductible
General liability	$	250,000
General liability (in the case of accident and driver has completed NationsBuilders Insurance Services driver training)	$	125,000
Automobile	$	100,000
Workers' compensation	$	250,000

Note ~~18.~~17. Related Party Transaction

~~Predecessor~~

~~The Predecessor had~~During fiscal years 2016 and 2017, the Company paid federal income taxes totaling $4.3 million (at a ~~Management Services Agreement,~~federal income tax rate of 34%). As the Company generated NOL carryforwards during fiscal 2018 and 2019, the CARES Act allowed the Company to carry back those NOL's to the fiscal 2016 and 2017 tax returns. During fiscal 2020, the Company carried back all NOL's that were generated in fiscal year 2018 to the 2016 and part of the 2017 tax returns and also carried back a portion of the NOL's accumulated during fiscal 2019 to the remaining income from the 2017 tax return. On March 31, 2020, the Company received a demand letter alleging that the Company is required to remit to the Predecessor's shareholders certain tax refunds from carrying back certain NOL's made available as ~~amended from time to time,~~a result of the passage of the CARES Act. In October 2020, the Company reached a settlement with ~~PGP Advisors, LLC (“PGP”),~~ the Predecessor’s ~~largest shareholder,~~shareholders, resulting in the Company agreeing to ~~provide advisory, consulting and other professional services. Under the terms~~pay $2.0 million of the ~~agreement~~$4.3 million in refunds to the ~~annual fee for these services~~Predecessor’s shareholders. This $2.0 million charge was ~~$4.0 million from September of 2017 through August of 2019, and $2.0 million annually thereafter. For~~recorded in the ~~period from November 1, 2018 through December 5, 2018, the Predecessor incurred no fees related to this agreement and other agreed upon expenses. These expenses were included~~fiscal 2020fourth quarter in general and administrative expenses onin the ~~accompanying~~ consolidated statements of operations. ~~In conjunction with~~The corresponding due to related party was recorded to accrued expenses and other current liabilities in the ~~Business Combination,~~consolidated balance sheets and was to be settled as the income tax refunds from the IRS are received. The majority of this ~~agreement~~liability was ~~terminated.~~ paid in the fiscal 2021first quarter while remainder of the liability was paid in the fiscal 2021second quarter.

3833

Table of Contents

Goodwill and Intangibles Impairment

During the second quarter of fiscal year 2020, as a result of the COVID-19 impact on the Company’s market capitalization, with the assistance of a third party valuation specialist, we performed an interim impairment test over our indefinite-lived trade name intangible assets and goodwill as of April 30, 2020. The analysis resulted in $~~57.9~~$57.9 million in impairments, including a $5.0 million impairment of our Brundage-Bone Concrete Pumping trade-name, a $38.5 million goodwill impairment for our U.S Concrete Pumping reporting unit and a $14.4 million impairment to our U.K. Operations reporting unit. Through April 30, 2021, no subsequent triggering events have been identified.

For the second quarter of fiscal 2021, the Company recorded income tax expense of $ 0.2 million on a pretax loss of $ 10.7 million, versus a $ 2.2 million income tax benefit on a $ 57.9 million pretax loss during the same period in the prior year. For the first six months of fiscal 2021, the Company recorded an income tax benefit of $ 2.5 million on a pretax loss of $ 25.6 million, versus a $ 3.4 million income tax benefit on a pretax loss of $ 62.2 million.

			Page
PartI. Financial Information

	Item 1.	Unaudited Consolidated Financial Statements:
	~~Consolidated Balance Sheets~~	3
	Consolidated Balance Sheets	3
		Consolidated Statements of Operations and Comprehensive Income	4
		Consolidated Statements of Changes in ~~Stockholders’~~Stockholders’ Equity	6
		Consolidated Statements of Cash Flows	87
		Notes to Unaudited Consolidated Financial Statements	119
	Item 2.	~~Management’s~~Management’s Discussion and Analysis of Financial Condition and Results of Operations	3934
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5951
	Item 4.	Controls and Procedures	5951

Part II. Other Information

	Item 1.	Legal Proceedings	6052
	Item 1A.	Risk Factors	6052
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6052
	Item 3.	Defaults Upon Senior Securities	6052
	Item 4.	Mine Safety Disclosures	6052
	Item 5.	Other Information	6052
	Item 6.	Exhibits	6153

~~Signatures~~	62 Signatures		54

		(Unaudited)						(Unaudited)
		April 30,			October 31,			*April 30,*			*October 31,*
(in thousands except per share amounts)		2020			2019			*2021*			*2020*
ASSETS

Current assets:
Cash and cash equivalents		$	18,048		$	7,473		$	13,714		$	6,736
Trade receivables, net			41,739			45,957			41,800			44,343
Inventory			5,094			5,254			4,555			4,630
Income taxes receivable			421			697			352			1,602
Prepaid expenses and other current assets			6,967			3,378			7,204			2,694
Total current assets			72,269			62,759			67,625			60,005

Property, plant and equipment, net			307,113			307,415			304,865			304,254
Intangible assets, net			199,601			222,293			171,213			183,839
Goodwill			222,475			276,088			225,012			223,154
Other non-current assets			1,839			1,813			712			1,753
Deferred financing costs			875			997			2,088			753
Total assets		$	804,172		$	871,365		$	771,515		$	773,758

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Revolving loan		$	39,211		$	23,555		$	1,087		$	1,741
Term loans, current portion			20,888			20,888			0			20,888
Current portion of capital lease obligations			94			91			100			97
Accounts payable			7,220			7,408			6,622			6,587
Accrued payroll and payroll expenses			9,150			9,177			10,838			13,065
Accrued expenses and other current liabilities			20,642			28,106			21,618			18,879
Income taxes payable			1,148			1,153			601			1,055
Deferred consideration			-			1,708
Total current liabilities			98,353			92,086			40,866			62,312

Long term debt, net of discount for deferred financing costs			352,448			360,938			368,388			343,906
Capital lease obligations, less current portion			430			477			330			380
Deferred income taxes			65,335			69,049			65,618			68,019
Warrant liability									18,485			7,031
Total liabilities			516,566			522,550			493,687			481,648

Zero-dividend convertible perpetual preferred stock, $0.0001 par value, 2,450,980 shares issued and outstanding as of April 30, 2020 and October 31, 2019	��		25,000			25,000
Zero-dividend convertible perpetual preferred stock, $0.0001 par value, 2,450,980 shares issued and outstanding as of April 30, 2021 and October 31, 2020									25,000			25,000

Stockholders' equity
Common stock, $0.0001 par value, 500,000,000 shares authorized, 58,221,934 and 58,253,220 issued and outstanding as of April 30, 2020 and October 31, 2019, respectively			6			6
Common stock, $0.0001 par value, 500,000,000 shares authorized, 56,575,186 and 56,463,992 issued and outstanding as of April 30, 2021 and October 31, 2020, respectively									6			6
Additional paid-in capital			353,339			350,489			371,703			367,681
Treasury stock			(131	)		-			(461	)		(131	)
Accumulated other comprehensive income (loss)			(2,813	)		(599	)		4,563			(606	)
(Accumulated deficit)			(87,795	)		(26,081	)
Accumulated deficit									(122,983	)		(99,840	)
Total stockholders' equity			262,606			323,815			252,828			267,110

Total liabilities and stockholders' equity		$	804,172		$	871,365		$	771,515		$	773,758

(in thousands)	Common Stock		Additional Paid-In Capital		Treasury Stock			Accumulated Other Comprehensive Income			Accumulated Deficit			Total			*Common Stock*		*Additional Paid-In Capital*		*Treasury Stock*			*Accumulated Other Comprehensive Income (loss)*			*Accumulated Deficit*			*Total*
Balance at October 31, 2019	$	6	$	350,489	$	-		$	(599	)	$	(26,081	)	$	323,815		$	6	$	356,227	$	0		$	(599	)	$	(38,589	)	$	317,045
Stock-based compensation expense		-		1,467		-			-			-			1,467			0		1,467		0			0			0			1,467
Shares issued upon exercise of stock options, net of shares used for tax withholding		-		-		(131	)		-			-			(131	)		0		0		(131	)		0			0			(131	)
Net loss		-		-		-			-			(2,746	)		(2,746	)		0		0		0			0			(3,137	)		(3,137	)
Foreign currency translation adjustment		-		-		-			1,971			-			1,971			0		0		0			1,971			0			1,971
Balance at January 31, 2020	$	6	$	351,956	$	(131	)	$	1,372		$	(28,827	)	$	324,376		$	6	$	357,694	$	(131	)	$	1,372		$	(41,726	)	$	317,216
Stock-based compensation expense		-		1,383		-			-			-			1,383			0		1,383		0			0			0			1,383
Net loss		-		-		-			-			(58,968	)		(58,968	)		0		0		0			0			(55,714	)		(55,714	)
Foreign currency translation adjustment		-		-		-			(4,185	)		-			(4,185	)		0		0		0			(4,185	)		0			(4,185	)
Balance at April 30, 2020	$	6	$	353,339	$	(131	)	$	(2,813	)	$	(87,795	)	$	262,606		$	6	$	359,077	$	(131	)	$	(2,813	)	$	(97,439	)	$	258,700



(in thousands)																	*Common Stock*		*Additional Paid-In Capital*		*Treasury Stock*			*Accumulated Other Comprehensive Income (loss)*			*Accumulated Deficit*			*Total*
Balance at October 31, 2020																	$	6	$	367,681	$	(131	)	$	(606	)	$	(99,840	)	$	267,110
Stock-based compensation expense																		0		672		0			0			0			672
Shares issued upon exercise of stock options, net of shares used for tax withholding																		0		0		(330	)		0			0			(330	)
Net loss																		0		0		0			0			(12,290	)		(12,290	)
Foreign currency translation adjustment																		0		0		0			4,501			0			4,501
Balance at January 31, 2021																	$	6	$	368,353		(461	)	$	3,895		$	(112,130	)	$	259,663
Stock-based compensation expense																		0		3,350		0			0			0			3,350
Net loss																		0		0		0			0			(10,853	)		(10,853	)
Foreign currency translation adjustment																		0		0		0			668			0			668
Balance at April 30, 2021																	$	6	$	371,703		(461	)	$	4,563		$	(122,983	)	$	252,828

	Successor						Predecessor			*For the Six Months Ended April 30,*
(in thousands)	Six Months Ended April 30, 2020			December 6, 2018 through April 30, 2019			November 1, 2018 through December 5, 2018			*2021*			*2020*
Net loss										$	(23,143	)	$	(58,850	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Goodwill and intangibles impairment											0			57,944
Depreciation											13,991			13,015
Deferred income taxes											(2,926	)		(3,515	)
Amortization of deferred financing costs											1,419			2,076
Amortization of intangible assets											13,853			17,147
Stock-based compensation expense											4,022			2,850
Change in fair value of warrant liabilities											11,456			(2,864	)
Loss on extinguishment of debt											15,510			0
Net gain on the sale of property, plant and equipment											(869	)		(477	)
Payment of contingent consideration in excess of amounts established in purchase accounting											0			(526	)
Net changes in operating assets and liabilities (net of acquisitions):
Trade receivables, net											3,135			4,009
Inventory											161			127
Prepaid expenses and other current assets											(3,377	)		(5,209	)
Income taxes payable, net											750			301
Accounts payable											(145	)		(101	)
Accrued payroll, accrued expenses and other current liabilities											2,359			1,060
Net cash provided by operating activities											36,196			26,987

Cash flows from investing activities:
Purchases of property, plant and equipment											(16,672	)		(23,305	)
Proceeds from sale of property, plant and equipment											3,687			3,607
Net cash used in investing activities											(12,985	)		(19,698	)

Cash flows from financing activities:
Proceeds on long term debt		-			357,000			-			375,000			0
Payments on long term debt		(10,444	)		(4,463	)		-			(381,206	)		(10,444	)
Proceeds on revolving loan		143,559			73,659			4,693			138,239			143,559
Payments on revolving loan		(127,404	)		(41,810	)		(20,056	)		(139,004	)		(127,404	)
Payment of debt issuance costs					(21,049	)		-			(8,464	)		0
Redemption of common shares		-			(231,415	)		-
Payments on capital lease obligations		(45	)		(34	)		(7	)		(47	)		(45	)
Purchase of treasury stock		(131	)		-			-			(330	)		(131	)
Issuance of preferred shares		-			25,000			-
Payment of underwriting fees		-			(8,050	)		-
Issuance of common shares		-			96,901			-
Payment of contingent consideration established in purchase accounting		(1,161	)		-			-			0			(1,161	)
Proceeds on exercise of rollover incentive options		-			1,370			-
Net cash provided by (used in) financing activities		4,374			247,109			(15,370	)		(15,812	)		4,374
Effect of foreign currency exchange rate on cash		(1,088	)		(2,894	)		(70	)		(421	)		(1,088	)
Net increase (decrease) in cash		10,575			2,932			(7,663	)
Cash:
Net increase in cash and cash equivalents											6,978			10,575
Cash and cash equivalents:
Beginning of period		7,473			4			8,621			6,736			7,473
End of period	$	18,048		$	2,936		$	958		$	13,714		$	18,048

	Successor				Predecessor		*Six Months Ended April 30,*
(in thousands)	Six Months Ended April 30, 2020		December 6, 2018 through April 30, 2019		November 1, 2018 through December 5, 2018		*2021*		*2020*
Supplemental cash flow information:
Cash paid for interest	$	16,673	$	11,081	$	201	$	5,908	$	16,673
Cash paid for income taxes	$	212	$	265	$	-	$	953	$	212

Non-cash investing and financing activities:
Fair value of rollover equity for Business Combination	$	-	$	164,909	$	-
Equipment purchases included in accrued expenses and accounts payable	$	4,557	$	4,679	$	-	$	2,029	$	4,557
Shares issued to acquire a business	$	-	$	1,150	$	-
Holdbacks related to the acquisition of a business	$	-	$	181	$	-

	Successor												Predecessor			*Three Months Ended April 30,*							*Six Months Ended April 30,*
(in thousands, except share and per share amounts)	Three Months Ended April 30, 2020			Three Months Ended April 30, 2019			Six Months Ended April 30, 2020			December 6, 2018 through April 30, 2019			November 1, 2018 through December 5, 2018			*2021*			*2020*				*2021*			*2020*

Revenue	$	74,041		$	61,988		$	147,980		$	95,958		$	24,396		$	76,873		$	74,041			$	147,294		$	147,980

Cost of operations		42,174			37,628			83,965			58,731			14,027			43,570			42,174				84,128			83,965
Gross profit		31,867			24,360			64,015			37,227			10,369			33,303			31,867				63,166			64,015

General and administrative expenses		26,381			21,853			52,988			35,534			4,936			26,472			26,381				48,860			52,988
Goodwill and intangibles impairment		57,944			-			57,944			-			-			0			57,944				0			57,944
Transaction costs		-			1,282			-			1,282			14,167			55			0				84			0
Income (loss) from operations		(52,458	)		1,225			(46,917	)		411			(8,734	)		6,776			(52,458	)			14,222			(46,917	)

Other income (expense):
Interest expense, net		(8,765	)		(9,318	)		(18,268	)		(14,910	)		(1,644	)		(6,029	)		(8,765	)			(12,929	)		(18,268	)
Loss on extinguishment of debt		-			-			-			-			(16,395	)		0			0				(15,510	)		0
Change in fair value of warrant liabilities																	(11,456	)		3,254				(11,456	)		2,864
Other income, net		34			20			103			31			6			26			34				52			103
Total other expense		(8,731	)		(9,298	)		(18,165	)		(14,879	)		(18,033	)		(17,459	)		(5,477	)			(39,843	)		(15,301	)

Loss before income taxes		(61,189	)		(8,073	)		(65,082	)		(14,468	)		(26,767	)		(10,683	)		(57,935	)			(25,621	)		(62,218	)

Income tax expense (benefit)		(2,221	)		1,572			(3,368	)		(1,193	)		(4,192	)		170			(2,221	)			(2,478	)		(3,368	)

Net loss		(58,968	)		(9,645	)		(61,714	)		(13,275	)		(22,575	)		(10,853	)		(55,714	)			(23,143	)		(58,850	)
																						��
Less accretion of liquidation preference on preferred stock		(470	)		(434	)		(943	)		(703	)		(126	)		(499	)		(470	)			(1,006	)		(943	)

Loss available to common shareholders	$	(59,438	)	$	(10,079	)	$	(62,657	)	$	(13,978	)	$	(22,701	)	$	(11,352	)	$	(56,184	)		$	(24,149	)	$	(59,793	)

Weighted average common shares outstanding
Basic		52,782,663			29,166,165			52,752,884			29,043,174			7,576,289			53,465,799			52,782,663				53,303,302			52,752,884
Diluted		52,782,663			29,166,165			52,752,884			29,043,174			7,576,289			53,465,799			52,782,663				53,303,302			52,752,884

Net loss per common share
Basic	$	(1.13	)	$	(0.35	)	$	(1.19	)	$	(0.48	)	$	(3.00	)	$	(0.21	)	$	(1.06	)		$	(0.45	)	$	(1.13	)
Diluted	$	(1.13	)	$	(0.35	)	$	(1.19	)	$	(0.48	)	$	(3.00	)	$	(0.21	)	$	(1.06	)		$	(0.45	)	$	(1.13	)

	Common Stock					Additional Paid-In			Accumulated Other Comprehensive
(in thousands)	Class A		Class B			Capital			Income			Accumulated Deficit			Total
Balance at December 6, 2018	$	-	$	1		$	12,433		$	-		$	(7,434	)	$	5,000
Redemption of Class A common stock		-		-			(12,433	)		-			(3,577	)		(16,010	)
Issuance of Class A common stock		1		-			96,900			-			-			96,901
Rollover of Class A common stock as a result of the Business Combination		1		-			164,908			-			-			164,909
Conversion of Class B common stock		1		(1	)		-			-			-			-
Net loss		-		-			-			-			(3,630	)		(3,630	)
Foreign currency translation adjustment		-		-			-			(557	)		-			(557	)
Balance at January 31, 2019	$	3	$	-		$	261,808		$	(557	)	$	(14,641	)	$	246,613
Shares issued to acquire business		-		-			1,150			-			-		$	1,150
Stock-based compensation expense		-		-			361			-			-			361
Shares issued upon exercise of stock options and warrants		-		-			1,370			-			-			1,370
Shares issued upon awards of restricted stock		1		-			(1	)		-			-			-
Issuance of shares in exchange for warrants		-		-			5,158			-			(5,158	)		-
Net loss		-		-			-			-			(9,645	)		(9,645	)
Foreign currency translation adjustment		-		-			-			(1,349	)		-			(1,349	)
Balance at April 30, 2019	$	4	$	-		$	269,846		$	(1,906	)	$	(29,444	)	$	238,500

	As previously reported			Revision adjustment			As revised
Warrant liabilities		0			7,031			7,031
Total liabilities		474,329			7,031			481,360

Additional paid-in capital		362,615			5,738			368,353
Accumulated deficit		(99,361	)		(12,769	)		(112,130	)
Total stockholders' equity		266,694			(7,031	)		259,663

	In Years
Buildings and improvements		15 to 40 ~~years~~
Capital lease assets—buildings		40 ~~years~~
Furniture and office equipment		2 to 7 ~~years~~
Machinery and equipment		3 to 25 ~~years~~
Transportation equipment		3 to 7 ~~years~~

Consideration paid:	$	129,218

Net assets acquired:
Current assets	$	748
Intangible assets		45,500
Property and equipment		56,467
Liabilities assumed		(63	)
Total net assets acquired		102,652

Goodwill	$	26,566

Consideration paid:
Cash	$	445,386
Fair value of rollover equity		164,908
Net working capital adjustment		4,050
Total consideration paid	$	614,344

Net assets acquired:
Current assets	$	48,912
Intangible assets		208,063
Property and equipment		219,467
Liabilities assumed		(110,245	)
Total net assets acquired		366,197

Goodwill	$	248,147

(in thousands)	Six Months Ended April 30, 2020		Six Months Ended April 30, 2019
Revenue	$	147,980	$	24,396
Pro forma revenue adjustments by Business Combination
Capital		-		24,765
CPH		-		95,958
Total pro forma revenue	$	147,980	$	145,119

(in thousands)	Six Months Ended April 30, 2020			Six Months Ended April 30, 2019
Net loss	$	(61,714	)	$	(22,575	)
Pro forma net income (loss) adjustments by Business Combination
Capital		-			2,354
CPH		-			(13,275	)
Total pro forma net loss	$	(61,714	)	$	(33,496	)

(in thousands)	U.S. Concrete Pumping			U.K. Operations			U.S. Concrete Waste Management Services		Corporate		Total
Balance at October 31, 2019	$	185,782		$	41,173		$	49,133	$	-	$	276,088
Measurement-period adjustments		200			-			-		-		200
Impairments		(38,500	)		(14,240	)		-		-		(52,740	)
Foreign currency translation		-			(1,073	)		-		-		(1,073	)
Balance at April 30, 2020	$	147,482		$	25,860		$	49,133	$	-	$	222,475

(in thousands)	*U.S. Concrete Pumping*		*U.K. Operations*		*U.S. Concrete Waste Management Services*		*Corporate*		*Total*
Balance at October 31, 2020	$	147,482	$	26,539	$	49,133	$	0	$	223,154
Foreign currency translation		0		1,858		0		0		1,858
Balance at April 30, 2021	$	147,482	$	28,397	$	49,133	$	0	$	225,012

(in thousands)
2020 (excluding the period from November 1, 2019 to April 30, 2020)	$	15,666
2021		20,888
2022		20,888
2023		20,888
2024		20,888
Thereafter		292,432
Total	$	391,650

	~~(1)~~	~~The Predecessor recorded tax expense of $1.4 million for the period ended December 5, 2018 related to nondeductible transaction related costs;~~
	~~(2)~~	The Successor included $0.8 million of tax expense in the estimated annual effective rate for the period ended April 30, 2019 related to foreign income inclusions compared to $0.1 million for the period ended April 30, 2020 and $0.0 for the Predecessor period ended December 5, 2018;
	~~(3)~~	~~The Successor included $0.9 million of tax expense related to the increase in the deferred statutory U.K. corporate tax rate from 17% to 19% in the period ended April 30, 2020;~~
	~~(4)~~	Of the $57.9 million of impairments recorded for goodwill and intangibles by the Company, only $11.9 million was deductible for tax purposes ($2.9 million tax benefit to the Company) as the remaining impairment was related to nondeductible goodwill; and
	~~(5)~~	Differences in our estimated full year income before tax and the related impact on our estimated full year effective tax rate that was applied to year to date losses for the Successor periods ended April 30, 2020 and April 30, 2019.

	o	The price vesting targets of $13.00 per share, $16.00 per share or $19.00 per share were reduced to $6.00 per share, $8.00 per share or $10.00 per share, respectively
	o	The market-based awards were exchanged on a 2-for-1 exchange ratio. In total 3,816,450 market-based awards were exchanged for 1,908,165 market-based awards

	o	Each individual's total award was split into the following: (a) 46% of time vesting shares that vested on December 6, 2020, (b) 15% of time vesting shares which will vest ratably 1/3 each year on December 6, 2021, 2022 and 2023, and (c) the remaining 39% will initially vest based on reduced price vesting targets of $6.00 per share, $8.00 per share or $10.00 per share. Once the first vesting condition is achieved, the stock award will then vest 1/3 annually over a three-year period.
	o	In the aggregate, 1,381,426 stock awards were modified as follows:

	(a)	635,455 shares vested on December 6, 2020,
	(b)	207,215 shares will vest ratably 1/3 each year on December 6, 2021, 2022 and 2023, and
	(c)	538,756 shares will vest based on reduced price vesting targets of $6.00 per share, $8.00 per share or $10.00 per share

	●	Unrecognized stock-based compensation expense as of October 29, 2020 immediately before the modification plus
	●	The greater of $0 or the difference between fair value of new award immediately after modification less the fair value of old award immediately before modification

Location	*Type of Award*	*Shares Unvested at April 30, 2021*		*Weighted Average Fair Value*		*Unrecognized Compensation Expense at April 30, 2021*		*Date Expense will be Recognized Through (Straight-Line Basis)*
U.S.	Time Based Only		864,028	$	6.20	$	3,894,504	12/6/2023
U.S.	$6 Market/Time- Based		150,697	$	3.86	$	0	10/29/2020
U.S.	$6 Market/Time- Based		192,652	$	8.63	$	535,622	3/29/2022
U.S.	$6 Market/Time- Based		192,652	$	8.63	$	818,896	3/29/2023
U.S.	$6 Market/Time- Based		192,663	$	8.63	$	987,767	3/29/2024
U.S.	$8 Market/Time- Based		150,697	$	3.46	$	0	10/29/2020
U.S.	$8 Market/Time- Based		192,653	$	7.43	$	623,894	5/1/2023
U.S.	$8 Market/Time- Based		192,653	$	7.43	$	795,783	5/1/2024
U.S.	$8 Market/Time- Based		192,662	$	7.43	$	908,426	5/1/2025
U.S.	$10 Market/Time- Based		150,706	$	3.15	$	0	10/29/2020
U.S.	$10 Market/Time- Based		192,658	$	6.45	$	580,256	7/9/2023
U.S.	$10 Market/Time- Based		192,654	$	6.45	$	715,214	7/9/2024
U.S.	$10 Market/Time- Based		192,670	$	6.45	$	805,215	7/9/2025
U.S.	$13 Market/Time- Based		433	$	4.47	$	794	5/4/2022
U.S.	$13 Market/Time- Based		433	$	4.47	$	1,045	5/4/2023
U.S.	$13 Market/Time- Based		434	$	4.47	$	1,209	5/4/2024
U.S.	$16 Market/Time- Based		433	$	3.85	$	764	8/27/2022
U.S.	$16 Market/Time- Based		433	$	3.85	$	950	8/27/2023
U.S.	$16 Market/Time- Based		434	$	3.85	$	1,076	8/27/2024
U.S.	$19 Market/Time- Based		433	$	3.34	$	708	11/19/2022
U.S.	$19 Market/Time- Based		433	$	3.34	$	853	11/19/2023
U.S.	$19 Market/Time- Based		434	$	3.34	$	953	11/19/2024
U.K.	Time Based Only		132,259	$	6.08	$	550,704	12/6/2023
U.K.	$6 Market/Time- Based		28,885	$	3.85	$	0	10/29/2020
U.K.	$6 Market/Time- Based		27,892	$	8.36	$	76,663	3/29/2022
U.K.	$6 Market/Time- Based		27,892	$	8.36	$	116,244	3/29/2023
U.K.	$6 Market/Time- Based		27,901	$	8.36	$	139,791	3/29/2024
U.K.	$8 Market/Time- Based		28,885	$	3.45	$	0	10/29/2020
U.K.	$8 Market/Time- Based		27,892	$	7.20	$	88,882	5/1/2023
U.K.	$8 Market/Time- Based		27,892	$	7.20	$	112,737	5/1/2024
U.K.	$8 Market/Time- Based		27,901	$	7.20	$	128,403	5/1/2025
U.K.	$10 Market/Time- Based		28,886	$	3.14	$	0	10/29/2020
U.K.	$10 Market/Time- Based		27,902	$	6.24	$	82,553	7/9/2023
U.K.	$10 Market/Time- Based		27,892	$	6.24	$	101,225	7/9/2024
U.K.	$10 Market/Time- Based		27,901	$	6.24	$	113,743	7/9/2025
*Total*			3,523,925			$	12,184,873

Location	Type of Award	Shares Awarded		Fair Value of Awards Per Share		Total Fair Value of Awards		Date Expense will be Recognized Through (Straight-Line Basis)
U.S.	Time Based Only		1,156,630	$	6.67	$	7,714,722	12/6/2023
U.S.	$13 Market/Time- Based		1,543,044	$	4.47	$	6,904,032	5/4/2024
U.S.	$16 Market/Time- Based		1,543,044	$	3.85	$	5,940,038	8/27/2024
U.S.	$19 Market/Time- Based		1,543,091	$	3.34	$	5,149,194	11/19/2024
U.S.	Time Based Only		25,000	$	4.05	$	101,250	12/6/2023
U.S.	$13 Market/Time- Based		25,000	$	2.72	$	67,919	5/4/2024
U.S.	$16 Market/Time- Based		25,000	$	2.34	$	58,436	8/27/2024
U.S.	$19 Market/Time- Based		25,000	$	2.03	$	50,654	11/19/2024
U.K.	Time Based Only		164,744	$	6.67	$	1,098,842	12/6/2023
U.K.	$13 Market/Time- Based		238,808	$	4.46	$	1,066,272	5/4/2024
U.K.	$16 Market/Time- Based		238,808	$	3.84	$	917,096	8/27/2024
U.K.	$19 Market/Time- Based		238,833	$	3.33	$	794,772	11/19/2024
Total			6,767,002			$	29,863,227

	●	U.S. Concrete Pumping – Consists of concrete pumping services sold to customers in the U.S. Business in this segment is primarily performed under the Brundage-Bone and Capital ~~trade names.~~tradenames.
	●	U.K. Operations – Consists of concrete pumping services and leasing of concrete pumping equipment to customers in the U.K. Business in this segment is primarily performed under the Camfaud Concrete Pumps and Premier Concrete Pumping ~~trade names.~~tradenames. In addition to concrete pumping, we recently started operations of waste management services in the U.K. under the Eco-Pan ~~trade name~~tradename and the results of this business are included in this segment. This represents the Company’s foreign operations.
	●	U.S. Concrete Waste Management Services – Consists of pans and containers rented to customers in the U.S. and the disposal of the concrete waste material services sold to customers in the U.S. Business in this segment is performed under the Eco-Pan ~~trade name.~~tradename.
	●	Corporate - Is primarily related to the intercompany leasing of real estate to certain of the U.S Concrete Pumping branches.


	Three Months Ended April 30,						Six Months Ended April 30,
(dollars in thousands)	2021			2020			2021			2020

Revenue	$	76,873		$	74,041		$	147,294		$	147,980

Cost of operations		43,570			42,174			84,128			83,965
Gross profit		33,303			31,867			63,166			64,015
Gross margin		43.3	%		43.0	%		42.9	%		43.3	%

General and administrative expenses		26,472			26,381			48,860			52,988
Goodwill and intangibles impairment		-			57,944			-			57,944
Transaction costs		55			-			84			-
Income (loss) from operations		6,776			(52,458	)		14,222			(46,917	)

Other income (expense):
Interest expense, net		(6,029	)		(8,765	)		(12,929	)		(18,268	)
Loss on extinguishment of debt		-			-			(15,510	)		-
Change in fair value of warrant liabilities		(11,456	)		3,254			(11,456	)		2,864
Other income, net		26			34			52			103
Total other expense		(17,459	)		(5,477	)		(39,843	)		(15,301	)

Income (loss) before income taxes		(10,683	)		(57,935	)		(25,621	)		(62,218	)

Income tax expense (benefit)		170			(2,221	)		(2,478	)		(3,368	)

Net income (loss)		(10,853	)		(55,714	)		(23,143	)		(58,850	)

Less accretion of liquidation preference on preferred stock		(499	)		(470	)		(1,006	)		(943	)
Net income (loss) available to common shareholders	$	(11,352	)	$	(56,184	)	$	(24,149	)	$	(59,793	)

																S/P Combined
	Successor												Predecessor			(non-GAAP)
(dollars in thousands)	Three Months Ended April 30, 2020			Three Months Ended April 30, 2019			Six Months Ended April 30, 2020			December 6, 2018 through April 30, 2019			November 1, 2018 through December 5, 2018			Six Months Ended April 30, 2019

Revenue	$	74,041		$	61,988		$	147,980		$	95,958		$	24,396		$	120,354

Cost of operations		42,174			37,628			83,965			58,731			14,027			72,758
Gross profit		31,867			24,360			64,015			37,227			10,369			47,596
Gross margin		43.0	%		39.3	%		43.3	%		38.8	%		42.5	%		39.5	%

General and administrative expenses		26,381			21,853			52,988			35,534			4,936			40,470
Goodwill and intangibles impairment		57,944			-			57,944			-			-			-
Transaction costs		-			1,282			-			1,282			14,167			15,449
Income (loss) from operations		(52,458	)		1,225			(46,917	)		411			(8,734	)		(8,323	)

Other income (expense):
Interest expense, net		(8,765	)		(9,318	)		(18,268	)		(14,910	)		(1,644	)		(16,554	)
Loss on extinguishment of debt		-			-			-			-			(16,395	)		(16,395	)
Other income, net		34			20			103			31			6			37
Total other expense		(8,731	)		(9,298	)		(18,165	)		(14,879	)		(18,033	)		(32,912	)

Loss before income taxes		(61,189	)		(8,073	)		(65,082	)		(14,468	)		(26,767	)		(41,235	)

Income tax expense (benefit)		(2,221	)		1,572			(3,368	)		(1,193	)		(4,192	)		(5,385	)

Net loss		(58,968	)		(9,645	)		(61,714	)		(13,275	)		(22,575	)		(35,850	)

Less accretion of liquidation preference on preferred stock		(470	)		(434	)		(943	)		(703	)		(126	)		(829	)
Loss available to common shareholders	$	(59,438	)	$	(10,079	)	$	(62,657	)	$	(13,978	)	$	(22,701	)	$	(36,679	)

	Three Months Ended April 30,						Change
(in thousands)	2021			2020			$			%
Revenue
U.S. Concrete Pumping	$	56,168		$	57,459		$	(1,291	)		-2.2	%
U.K. Operations		11,853			8,401			3,452			41.1	%
U.S. Concrete Waste Management Services		9,008			8,306			702			8.5	%
Corporate		625			625			-			0.0	%
Intersegment		(781	)		(750	)		(31	)		4.1	%
Total revenue	$	76,873		$	74,041		$	2,832			3.8	%

	Successor					Predecessor			S/P Combined (non-GAAP)			Change
(in thousands)	Six Months Ended April 30, 2020			December 6, 2018 through April 30, 2019		November 1, 2018 through December 5, 2018			Six Months Ended April 30, 2019			$			%
Revenue
U.S. Concrete Pumping	$	112,564		$	66,615	$	16,659		$	83,274		$	29,290			35.2	%
U.K. Operations		19,086			18,504		5,143			23,647			(4,561	)		-19.3	%
U.S. Concrete Waste Management Services		16,589			10,839		2,628			13,467			3,122			23.2	%
Corporate		1,250			-		242			242			1,008			416.5	%
Intersegment		(1,509	)		-		(276	)		(276	)		(1,233	)		446.7	%
	$	147,980		$	95,958	$	24,396		$	120,354		$	27,626			23.0	%

											Net Loss						Adjusted EBITDA
	Successor				Change						Three Months Ended April 30,						Three Months Ended April 30,				Change
(in thousands, except percentages)	Three Months Ended April 30, 2020		Three Months Ended April 30, 2019		$			%			2021			2020			2021		2020		$			%
U.S. Concrete Pumping	$	16,319	$	10,803	$	5,516			51.1	%	$	(925	)	$	(44,303	)	$	16,306	$	16,319	$	(13	)		-0.1	%
U.K. Operations		2,516		4,081		(1,565	)		-38.3	%		402			(15,955	)		4,114		2,516		1,598			63.5	%
U.S. Concrete Waste Management Services		4,055		2,977		1,078			36.2	%		833			859			4,002		4,055		(53	)		-1.3	%
Corporate		625		371		254			68.5	%		(11,163	)		3,685			625		625		(0	)		0.0	%
	$	23,515	$	18,232	$	5,283			29.0	%
Total adjusted EBITDA											$	(10,853	)	$	(55,714	)	$	25,047	$	23,515	$	1,532			6.5	%

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

Exhibit No.		Description
31.1		Certification of the Chief Executive Officer required by Rule ~~13a-14(b)~~13a-14(a) or Rule15d-14(a).
31.2		Certification of the Chief Financial Officer required by Rule ~~13a-14(b)~~13a-14(a) or Rule15d-14(a).
32.1		Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule15d-14(b) and 18 U.S.C. Section 1350.
32.2		Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule15d-14(b) and 18 U.S.C. Section 1350.
101.INS		Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

	CONCRETE PUMPING HOLDINGS, INC.


	By: /s/ Iain Humphries
	Name: Iain Humphries
	Title: Chief Financial Officer and Secretary
	(Authorized Signatory)