Concrete Pumping Holdings Inc

Note2. Summary of Significant Accounting Policies

Principles of consolidation and Basis of presentation

The accompanying Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”).

Certain prior period amounts have been reclassified in order to conform to the current year presentation.

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

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. Significant estimates include the liability for incurred but unreported claims under various partially self-insured polices, goodwill and intangible impairment analysis, valuation of share-based compensation, accounting for business combinations and estimates used in calculating the right-of-use asset and lease liability. Actual results could differ from those estimates.

Inventory

Inventory consists primarily of replacement parts for concrete pumping equipment. Inventories are stated at the lower of cost (first-in,first-out method) or net realizable value. The Company evaluates inventory and records an allowance for obsolete and slow- moving inventory to account for cost adjustments.

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 establishesthree levels of inputs that* may*be used to measure fair value:

**Level1 **– Quoted prices in active markets for identical assets or liabilities.

**Level2 **– Observable inputs other than Level1 prices such as quoted prices for similar assets or liabilities.

**Level3 **– Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

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Deferred financing costs

Deferred financing costs representingthird-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 as an asset in deferred financing costs in the accompanying consolidated balance sheets. Amortization of debt issuance costs are recorded in interest expense.

Goodwill

In accordance with Accounting Standards Codification ("ASC") Topic350, Intangibles–Goodwill and Other (“ASC350”), 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 atwo-step process to assess the realizability of goodwill. Thefirst step (generally referred to as a "step0" analysis) is a qualitative assessment that analyzes current economic indicators associated with a particular reporting unit. For example, the Company analyzes changes in economic, market and industry conditions, business strategy, cost factors, and financial performance, among others, to determine if there are indicators of a significant decline in the fair value of a particular reporting unit. If the qualitative assessment indicates a stable or improved fair value,no further testing is required. If a qualitative assessment indicates it is more likely thannot that the fair value of a reporting unit is less than its carrying amount, the Company will proceed to the quantitativesecond step (generally referred to as a "step1" analysis) where the fair value of a reporting unit is calculated based on weighted income and market-based approaches. If the fair value of a reporting unit is lower than its carrying value, an impairment to goodwill is recorded,not to exceed the carrying amount of goodwill in the reporting unit.

The Company performed a qualitative test as of the annual impairment testing date of* August 31, 2023and there wereno* impairment indicators present. As of* October 31, 2023,no triggering events were identified. The Company performed a quantitative impairment analysis as of August 31, 2022.Based on the results of this analysis the fair values of the Company's reporting units were in excess of their carrying values and as such,no impairments were identified. Refer to Note8* 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. Leasehold improvements are amortized using the straight-line method over their estimated useful lives or the remaining term of the lease, whichever is shorter. All other property, plant and equipment is depreciated using the straight-line method over the following estimated useful lives:

Finance lease assets are amortized over the estimated useful life of the asset (see Note9).

Intangible assets

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

Intangible assets with finite lives, except for customer relationships, are amortized on a straight-line basis over their estimated useful lives. Customer relationships are amortized on an accelerated basis over their estimated useful lives. Intangible assets with indefinite lives arenot amortized but are subject to annual reviews for impairment. The Company performed a qualitative test as of the annual impairment testing date of* August 31, 2023and there wereno* impairment indicators present. As of* October 31, 2023,no triggering events were identified. The Company elected to perform a step1 impairment test on its indefinite-lived trade names as of August 31, 2022andno* impairments were identified. Refer to Note8 for further discussion.

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Impairment of long-lived assets

ASC360, Property, Plant and Equipment (ASC360) requires other long-lived assets to be evaluated for impairment when indicators of impairment are present. If indicators are present, assets are grouped to the lowest level for which identifiable cash flows are largely independent of other asset groups and cash flows are estimated for each asset group over the remaining estimated life of each asset group. If the undiscounted cash flows estimated to be generated by those assets are less than the asset’s carrying amount, impairment is recognized in the amount of the excess of the carrying value over the fair value.No indicators of impairment were identified as of* October 31, 2023*.

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 donot meet the criteria to be classified in stockholders’ equity and instead meet the definition of a liability-classified derivative under ASC Topic815, Derivatives and Hedging ("ASC815"). 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 statements of operations at each reporting date. See further discussion of the warrants fair value in Note5.

Revenue recognition

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

The Company adopted ASU2016-02, Leases (“ASC842”) on* October 31, 2022,effective as of November 1, 2021,using the modified retrospective method.Revenue for the reporting periods ending after October 31, 2021is presented under ASC606* or ASC842. With the exception of the daily pan rental fee for the Company's concrete waste services business, which is accounted for in accordance with ASC842, all other revenue for the Company is recorded in accordance with ASC606 (see discussion below for each revenue stream).

Revenue from contracts with customers (ASC606*)*

Concrete Pumping Services

The vast majority of the Company's revenue from concrete pumping services comes from the Company's daily service, where the Company sends a single operator with a conventional concrete pump truck (an articulating boom attached to a large truck) to deliver concrete (or other construction material such as aggregate) fromone point to another as directed by the customer. Customers are billed on either (1) a solely time basis or (2) a time and volume pumped basis. Additional charges (such as a fuel surcharge and travel costs) are frequently added based on specific project requirements. The Company's performance obligations related to these jobs are satisfied daily and invoiced accordingly and as such, there areno unsatisfied performance obligations at the end of any day.

A much smaller component of the total concrete pumping services revenue comes from placing boom services. Placing booms have become an essential tool in the efficient construction of high-rise buildings. A placing boom is the articulating boom component of a conventional concrete pump truck, positioned on the uppermost floor of a building construction project. Concrete is then supplied through a pipeline from the pump that remains at ground level. Due to the long term nature of high-rise jobs, these contracts are generally longer term but typicallynot in excess ofone year. Customers are generally invoiced (1) at month end for a fixed monthly placing boom usage fee, (2) daily for time worked and volume of concrete pumped and (3) at the beginning of the job for certain set-up costs and at the end of the job for tear-down costs. As it pertains to the fixed monthly usage fee and daily fees related to time worked and volume of concrete pumped, which collectively make up a significant portion of the total consideration in the contract, the Company recognizes revenue as invoiced in accordance with ASC606. For the consideration allocated to set-up and tear-down fees, the Company recognizes revenue on a straight-line basis over the estimated term of the contract. The aggregate asset or liability from these services isnot significant. As invoices are issued with terms of net30 and substantially all of the contracts are completed within a year, we donot disclose the value of unsatisfied performance obligations, which would include the value of future usage of the Company’s placing boom assets, hours to be worked or cubic yards to be pumped.

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Revenue from contracts with customers (ASC606*) &* Lease revenue (ASC842*)*

Concrete Waste Services

The Company’s concrete waste services business consists of service fees charged to customers for the delivery and usage over time of its pans or containers and the disposal of the concrete waste material. Almost all contracts includetwo prices: (1) A fixed price that includes (a) the pickup and disposal of the waste material and (b) a specified number of days the customer can use the pan and (2) a daily rental price if the customer keeps the pan for a time period in excess of days permitted in the fixed price. For these services, the Company has identifiedtwo performance obligations: (1) the daily usage of the pans or containers and (2) the pickup and disposal of the waste material. The fees allocable to these obligations are based on their standalone selling prices based on observable prices or an expected cost plus margin approach. The Company recognizes lease revenue monthly for the daily usage fees pursuant to ASC842 and recognizes the revenue attributable to the disposal services when the disposal is completed pursuant to ASC606. The aggregate asset or liability from these services isnot significant. As invoices are issued with terms of net30 and substantially all of the contracts are completed within a year, we donot disclose the value of unsatisfied performance obligations, which would include the remaining days the pans will be utilized or the future pickup and disposal of the waste material.

The Company recognizes revenue from pan rentals in the period earned, regardless of the timing of billing to customers. A pan rental contract is fixed in nature, but the total includes a fixed amount for the pan rental and a services component. The performance obligation for the service component of the pan rental is satisfied at the time of the pan rental pickup, which is when the Company will recognize the services component revenue under ASC606. The pan rental contract is generally rented for short periods of time (less than a year). The pan rental is disclosed under ASC842 revenue and the services component is disclosed under ASC606 revenue.

Leases as Lessor

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

The table below summarizes our revenues as presented in our consolidated statements of operations for the years ended* October 31, 2023and2022* by revenue type and by applicable accounting standard:

Practical Expedients Applied

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

At contract inception, the Company doesnot expect the period between customer payment and transfer of control of the promised services to the customer to exceedone year as customers are invoiced with terms of30 days. As such, the Company has used the practical expedient in ASC606 which states thatno adjustment for a significant financing component is necessary.

Trade receivables and contract assets and liabilities

Trade receivables are carried at the original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts. Generally, the Company doesnot require collateral for their accounts receivable; however, the Company* mayfile 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 than30* days. The Company doesnot charge interest on past-due trade receivables.

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

The Company doesnot have contract liabilities associated with contracts with customers. The Company’s contract assets and impairment losses associated therewith arenot significant. Contracts with customers donot result in amounts billed to customers in excess of recognizable revenue.

Performance obligations

The Company’s ASC606 revenue is recognized primarily over time. Accordingly, in any particular period, we donot generally recognize a significant amount of revenue from performance obligations satisfied (or partially satisfied) in previous periods.

Contract costs

The Company incurs limited costs in order to obtain contracts. However, as the amortization period for these assets would beone year or less, the Company has elected the practical expedient permitted by ASC606 and recognized those incremental costs of obtaining a contract as an expense when incurred. As discussed above, contracts of the Company are typically completed within the year.

Disaggregation of Revenue

Revenue disaggregated by reportable segment and geographic area where the work was performed for the fiscal years ended* October 31, 2023and2022* is presented in Note19. The Company’sthree reportable segments are U.S. Concrete Pumping, U.K. Operations and U.S. Concrete Waste Management Services.

Leases

Leases as Lessee

The Company primarily leases various office and land facilities, vehicles and general office equipment. Leases with an initial term of12 months or less arenot recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term.

The Company determines if an arrangement is a lease at inception and whether that lease meets the classification criteria of a finance or operating lease in accordance with ASC842, based on the terms and conditions in the contract. A contract contains a lease if there is an identified asset and we have the right to control the asset for a period of time in exchange for consideration. Lease arrangements can take several forms. Some arrangements are clearly within the scope of lease accounting, such as a real estate contract that provides an explicit contractual right to use a building for a specified period of time in exchange for consideration. However, the right to use an asset can also be conveyed through arrangements that arenot leases in form, such as leases embedded within service and supply contracts. We analyze all arrangements with potential embedded leases to determine if an identified asset is present, if substantive substitution rights are present, and if the arrangement provides the customer control of the asset. Right-of-use ("ROU") assets are recognized at the lease commencement date at amounts equal to the respective lease liabilities. Lease-related liabilities are recognized at the present value of the remaining expected future lease payments (see discussion below), which are discounted using the Company’s incremental borrowing rates as the rates implicit in the leases arenot readily determinable. The incremental borrowing rates used are based on the Company’s Senior Notes rates, adjusted to approximate the rates at which we could borrow on a collateralized basis over a term similar to the recognized lease term. The incremental borrowing rates are applied to each lease based upon the length of the lease term and the reporting entity in which the lease resides. Operating lease expense is recognized on a straight-line basis over the lease term, while variable lease payments are expensed as incurred.

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Many of the Company’s lease arrangements contain multiple lease components (including fixed payments, such as rent, real estate taxes and insurance costs) and non-lease components (including common-area maintenance ("CAM") costs). The Company has elected tonot separate the lease and non-lease components for leases as lessee. All leases that contain CAM or pass-through components that are variable payments and are billed separate from the base payment for the lease are expensed as variable lease expense in the period in which the obligation of these payments was incurred. Other leases that have a component of the base payment that is known to include CAM or other pass-through charges willnot be separated and therefore are included in the analysis of the lease liability. Any true-ups or variable payments billed will be expensed as variable lease expense when incurred.

Expected Future Lease payments - The Company’s lease agreements contain a contractual minimum number of fixed lease payments, and many contain renewal options. However, the Company doesnot recognize ROU assets or lease liabilities for renewal periods unless at inception or when a triggering event occurs, it is determined that it is reasonably certain the lease will be renewed. The Company’s lease agreements donot contain any material residual value guarantees or material restrictive covenants. Some of the Company’s lease agreements are on a month-to-month basis and the Company doesnot recognize ROU assets or lease liabilities until it is determined that it is reasonably certain the Company will have rights to the asset greater than12 months. Based on this, the expected future lease payments that are discounted to arrive at the initial lease liability are reflective of (1) contractual minimum number of fixed lease payments plus (2) the contractually permitted renewals that are reasonably certain to be elected. Quarterly, the Company reviews the month-to-month agreements and agreements with renewal terms where it was previously determined the renewal wasnot reasonably certain.

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

The Company, from time to time, will enter into subleases, but these are immaterial in nature. From the Company’s perspective, these items arenot factored into the value of the ROU asset, but are disclosed as an offset to expense on the Consolidated Statement of Operations.

The adoption of the new standard resulted in the recording of operating ROU assets and operating lease liabilities of approximately $18.6 million as of* November 1, 2021.All capital leases under ASC840* as of* October 31, 2021were converted and disclosed as finance leases under ASC842* as of* November 1, 2021.*

Practical Expedients Applied

The Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things (i) allowed it to carry forward the historical lease classification; (ii) didnot require reassessment whether any expired or existing contracts are or contain leases under the new definition of a lease; and (iii) didnot require the Company to reassess whether previously capitalized initial direct costs for any existing leases would qualify for capitalization under ASC842.

The Company has elected the short-term lease practical expedient, which excludes short-term leases from the scope of ASC842. The Company will expense all short-term leases on a straight-line basis over the lease term.

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

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Stock-based compensation

The Company follows ASC718, Compensation—Stock Compensation ("ASC718"), which requires the measurement and recognition of compensation expense, based on estimated fair values, for all share-based awards made to employees and directors. The fair value of time-based only restricted stock awards and time-based only stock options with a$.01 exercise price are valued at the closing price of the Company's stock as of the date of the grant of these awards. The Company expenses the grant date fair value of the award in the consolidated statements of operations over the requisite service periods on a straight-line basis. For stock awards that include a market-based vesting condition, such as the trading price of the Company’s common stock exceeding certain price targets, the Company uses a Monte Carlo Simulation in estimating the fair value at grant date and recognizes compensation expense over the implied service period (median time to vest). Shares exercised are issued out of authorized butnot outstanding shares. The Company accounts for forfeitures as they occur.

Income taxes

The Company complies with ASC740, Income Taxes, which requires an asset and liability approach to financial reporting for income taxes.

The Company computes deferred income tax assets and liabilities annually for differences between the financial statements and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. In assessing the realizability of deferred tax assets, management considers whether it is more likely thannot that some portion or all of the deferred tax assets willnot 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 thannot to be sustained upon an examination. The Company recognizes interest and penalties related to underpayment of income taxes in general and administrative expenses in the consolidated statements of operations.

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

Foreign currency translation and transactions

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

Gains/(losses) from foreign currency translation of certain of the Company's intercompany balances during the years ended* October 31, 2023and2022* were $0.6 million and $(2.1) million, respectively, and were included in general and administrative expenses in the consolidated statements of operations. Since the U.S. and the U.K. primarily transact within their respective currencies, gains/(losses) from foreign currency transactions arenot material.

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Earnings per share

The Company calculates earnings per share in accordance with ASC260, Earnings Per Share. For purposes of calculating earnings per share (“EPS”), a company that has participating security holders (for example, holders of unvested restricted stock that have non-forfeitable dividend rights and the Company’s Series A Preferred Stock) is required to utilize thetwo-class method for calculating EPS unless the treasury stock method results in lower EPS. Thetwo-class method is an allocation of earnings/(loss) between the holders of common stock and a company’s participating security holders. Under thetwo-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 ornot paid) and the dividends accumulated for the period on cumulative preferred stock (whether ornot 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. Diluted earnings per share is based upon the weighted average number of shares as determined for basic earnings per share plus shares potentially issuable in conjunction with unvested restricted stock awards, incentive stock options, non-qualified stock options and shares ofzero-dividend convertible perpetual preferred stock outstanding. Common stock equivalents arenot included in the diluted earnings (loss) per share calculation when their effect is antidilutive.

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

Business combinations and asset acquisitions

The Company applies the principles provided in ASC805, Business Combinations("ASC805"), to determine whether a transaction involves an asset acquisition or a business combination.

If it is determined an acquisition is a business combination, tangible and intangible assets acquired and liabilities assumed are recorded at fair value and goodwill is recognized to the extent the fair value of the consideration transferred exceeds the fair value of the net assets acquired. Transaction costs for business combinations are expensed as incurred in accordance with ASC805.

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

Concentrations

As of* October 31, 2023* there were three primary vendors that the Company relied upon to purchase concrete pumping boom equipment. However, should the need arise, there are alternate vendors who can provide concrete pumping boom equipment.

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

The Company’s customer base is dispersed across the U.S. and U.K. The Company performs ongoing evaluations of its customers’ financial condition and requiresno collateral to support credit sales. During the periods described above,no customer represented10 percent or more of sales or trade receivables.

Note3. New Accounting Pronouncements

Newly adopted accounting pronouncements

ASU2020-04, Reference Rate Reform (Topic848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU2020-04”) - In* March 2020,the FASB issued ASU2020*-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, ASU2020-04 will permit the Company to account for the modification as a continuation of the existing contract without additional analysis. Companies* maygenerally elect to apply the guidance for periods that include March 12, 2020through December 31, 2022.Effective June 29, 2022,the Company transitioned all of its U.S. Dollar borrowings from LIBOR to the Secured Overnight Financing Rate ("SOFR"). See Note1**0* for further discussion.

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ASU2016-02, Leases (“ASU2016-02”) - In* February 2016,the FASB issued ASU2016*-02, which is codified in ASC842, Leases (“ASC842”) and supersedes current lease guidance in ASC840, Leases. ASC842 requires a lessee to recognize a ROU asset and a corresponding lease liability for substantially all leases. The lease liability is equal to the present value of the remaining lease payments while the ROU asset is similarly calculated and then adjusted for initial direct costs. In addition, ASC842 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 ASU2018*-11, Leases ASC842: Targeted Improvements, which allows entities to initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The new standard is effective for emerging growth companies that have elected to use private company adoption dates for fiscal years beginning after* December 15, 2021,and interim periods within fiscal years beginning after December 15, 2022.The Company adopted the guidance for the year ended October 31, 2022,with an effective date of adoption of November 1, 2021.See Note9* for further discussion.

Recently issued accounting pronouncementsnot yet effective**

Accounting Standards Update ("ASU")2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative issued in* August 2018 –In October 2023,the FASB issued ASU2023*-06, which amends U.S. GAAP to reflect updates and simplifications to certain disclosure requirements referred to FASB by the SEC. The targeted amendments incorporate14 of the27 disclosures referred by the SEC into Codification. Some of the amendments represent clarifications to, or technical corrections of, the current requirements. ASU2023-06 could move certain disclosures from the nonfinancial portions of SEC filings to the financial statement notes. Each amendment in ASU2023-06 will only become effective if the SEC removes the related disclosure or presentation requirement from its existing regulation by* June 30, 2027.No amendments were effective at October 31, 2023.The Company is still currently evaluating the impact of the adoption of the new standard but doesnot* expect a significant impact on the consolidated financial statements.

ASU2023-07, Improvements to Reportable Segment Disclosures (“ASU2023-07”) - In* November 2023,the FASB issued ASUNo.* 2023-07, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The purpose of the amendments is to enable investors to better understand an entity’s overall performance and assess potential future cash flows. This ASU is effective for public companies with annual periods beginning after* December 15, 2023,and interim periods within annual period beginning after December 15, 2024,with early adoption permitted. The Company plans to adopt the guidance for the fiscal year ending October 31, 2024.*The Company is currently evaluating the effects adoption of this guidance will have on the consolidated financial statements.

ASU2023-09, Improvements to Income Tax Disclosures (“ASU2023-09”) - In* December 2023,the FASB issued ASUNo.* 2023-09, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. This ASU is effective for public companies with annual periods beginning after* December 15, 2024,with early adoption permitted. The Company plans to adopt the guidance for the fiscal year ending October 31, 2025.*The Company is currently evaluating the effects adoption of this guidance will have on the consolidated financial statements.

ASU2016-13, Financial Instruments Credit Losses (Topic326) (“ASU2016-13”) - In* June 2016,the FASB issued ASUNo.* 2016-13, which, along with subsequently issued related ASUs, requires financial assets (or groups of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected, among other provisions. This ASU is effective for smaller reporting companies with fiscal years beginning after* December 15, 2022,with early adoption permitted. The Company plans to adopt the guidance during thefirst* quarter of the fiscal year ending* October 31, 2024.*The amendments of this ASU should be applied on a modified retrospective basis to all periods presented. The Company is currently evaluating the effects adoption of this guidance will have on the consolidated financial statements and anticipates the impacts to be immaterial.

Note4. Business Combinations and Asset Acquisitions

The Company completedone asset acquisition during thesecond quarter of fiscal2023 andfive acquisitions during fiscal2022. All acquisitions either added complementary assets in markets in which the Company already operates or expanded the Company's footprint into adjacent markets. With the exception of the Coastal Carolina Pumping, Inc. ("Coastal") acquisition during thefourth quarter of fiscal2022, all other transactions qualified as asset acquisitions. Except for the acquisition of Pioneer Concrete Pumping Services (“Pioneer”) in thefirst quarter of fiscal2022 and Coastal in thefourth quarter of fiscal2022, these acquisitions werenot individually significant to our results of operations. The consideration for the acquisitions in fiscal2022 consisted of cash and was allocated to the acquired long-lived tangible and intangible assets.

** August 2022 (Fiscal2022*) Coastal Acquisition*

In* August 2022,the Company acquired the property, equipment and intangible assets of Coastal for total purchase consideration of $30.8 million, which was paid for using cash and the ABL Facility (defined below). This transaction expanded our operations in the Carolinas and Florida and qualified as a business combination under ASC805.* Accordingly, the Company recorded all assets acquired and liabilities assumed at their acquisition-date fair values. There wasno goodwill recognized in this transaction.

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

All assets were valued using level3 inputs. The equipment was valued using a market approach while the intangible assets were valued using an income approach based on management’s projections.

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

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

** November 2021 (Fiscal2022*) Pioneer Acquisition*

In* November 2021,the Company acquired the assets,no cash, of Pioneer for total purchase consideration of $20.2 million, of which, $1.0 million was held back (the “Holdback”) to allow for a post-closing joint inspection of Pioneer’s fleet vehicles. The Holdback hadnot* been paid out as of* October 31, 2023.This transaction was treated as an asset acquisition. The Company allocated $19.1 million to the purchase of Pioneer's equipment. The remaining $1.1 million was allocated to a definite-lived assembled workforce intangible asset and a definite-lived customer relationships intangible asset. All assets were valued using level3* inputs. The equipment was valued using a market approach while the intangible assets were valued using an income approach based on management’s projections. The intangible assets will be amortized over 3 to 5 years.

Transaction Costs

Transaction costs include expenses for legal, accounting, and other professionals that were engaged in connection with an asset acquisition or business combination. Transaction costs in thetwelve months ended* October 31, 2023and2022* were immaterial.

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Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information presents the combined results of operations for the Company and gives effect to the Coastal business combination discussed above as if it had occurred on* November 1, 2020.The pro forma financial information is presented for illustrative purposes only and isnot* necessarily indicative of the results of operations that would have been realized if the Coastal business combination had been completed on* November 1, 2020,nor does it purport to project the results of operations of the combined company in future periods. The pro forma financial information doesnot* give effect to any anticipated integration costs related to the acquired company.

The unaudited pro forma financial information is as follows:

Significant pro forma adjustments include:

Coastal’s contribution to the Company's fiscal2022 revenue was $4.0 million and net income was $0.6 million.

Note5. Fair Value Measurement

The carrying amounts of the Company's cash and cash equivalents, accounts receivable, accounts payable and current accrued liabilities approximate their fair value as recorded due to the short-term maturity of these instruments, which approximates fair value. The Company’s outstanding obligations on its asset-backed loan ("ABL") credit facility are deemed to be at fair value as the interest rates on these debt obligations are variable and consistent with prevailing rates. There wereno changes since* October 31, 2022in the company's valuation techniques used to measure fair value. The fair value of the ABL credit facility is derived from Level2* inputs. The carrying values of the Company's finance lease obligations represent fair value. The only transfer in financial instruments between thethree levels of the fair value hierarchy during the year ended* October 31,2022 was changing the warrants from Level1 to Level2 due to inactivity in trading. There wereno changes for the year ended October 31, 2023.*

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Long-term debt instruments

The Company's long-term debt instruments are recorded at their carrying values in the consolidated balance sheet, which* maydiffer from their respective fair values. The fair values of the long-term debt instruments are derived from Level2* inputs. The fair value amount of the long-term debt instruments as of* October 31, 2023and2022* is presented in the table below based on the prevailing interest rates and trading activity of the Senior Notes.

Warrants

As of* October 31, 2023and2022*, there were 13,017,677 public warrants andno private warrants outstanding, respectively. Each warrant entitles its holder to purchaseone share of Class A common stock at an exercise price of $11.50 per share. The warrants expired on* December 6, 2023.*

The Company accounts for the public warrants issued in connection with its IPO in accordance with ASC815, under which certain provisions in the public warrant agreements donot meet the criteria for equity classification and therefore these warrants must be recorded as liabilities. The fair value of each public warrant is based on the public trading price of the warrant (Level2 fair value measurement). Gains and losses related to the warrants are reflected in the change in fair value of warrant liabilities in the consolidated statements of operations, see Note2 for further discussion.

All other non-financial assets

The Company's non-financial assets, which primarily consist of property and equipment, goodwill and other intangible assets, arenot 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.

Note6. Prepaid Expenses and Other Current Assets

The significant components of prepaid expenses and other current assets at* October 31, 2023and2022* are comprised of the following:

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Note7. Property, Plant and Equipment

The significant components of property, plant and equipment as of* October 31, 2023and2022* are comprised of the following:

Depreciation expense for the years ended* October 31, 2023and2022* is as follows:

Note8. Goodwill and Intangible Assets

The Company has recognized goodwill and certain intangible assets in connection with prior business combinations. The Company performed a qualitative test as of the annual impairment testing date of* August 31, 2023and there wereno impairment indicators present. As of October 31, 2023,no triggering events were identified. The Company performed a quantitative impairment analysis as of August 31, 2022.*Based on the results of this analysis the fair values of the Company's reporting units were in excess of their carrying values and as such, no impairments were identified.

The valuation methodology used to value the trade names during the quantitative impairment analysis as of* August 31, 2022,was based on the relief-from-royalty method which is an income based measure that derives the value from total revenue growth projected and what percentage is attributable to the trade names. As a result of the analysis, the Company identified that the fair value of its Brundage-Bone Concrete Pumping, Eco-Pan and Capital Pumping trade names exceeded their carrying values by approximately 61%,49% and 127%, respectively, and their remaining values are $37.3 million, $7.7 million and $5.5 million as of October 31, 2022,*respectively.

The goodwill impairment test performed as of* August 31, 2022,*was performed on the Company’s U.S. Concrete Pumping, U.S. Concrete Waste Management Services, and U.K. Operations reporting units. The valuation methodologies used to value the reporting units included the discounted cash flow method (income approach) and the guideline public company method (market approach). As a result of the goodwill impairment analysis, the Company identified that the fair values of its U.S. Concrete Pumping, U.S. Concrete Waste Management Services and U.K. Operations reporting units were approximately 7%,82% and 32% greater than their carrying values, respectively. As such, no impairment charge was recorded.

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The following table summarizes the composition of intangible assets as of* October 31, 2023and2022*:

Amortization expense for the year ended* October 31, 2023* was $18.9 million. Amortization expense for the year ended* October 31, 2022* was $22.5 million. The estimated aggregate amortization expense for intangible assets over the nextfive fiscal years ending* October 31*and thereafter is as follows:

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The changes in the carrying value of goodwill by reportable segment for the years ended* October 31, 2023* and2022 are as follows:

Goodwill in the above table is presented net of accumulated impairment losses of $52.9 million as of* October 31, 2023and2022.* The U.S. Concrete Pumping and U.K. Operations reportable segments recorded $38.5 million and $14.4 million, respectively, in accumulated impairment losses.

Note9. Leases

General

Lease expense consisted of the following:

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

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Supplemental consolidated cash flow statement information related to leases:

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

As of* October 31, 2023*, we hadno material operating or finance leases that hadnot yet commenced.

Related Party Leases

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

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

For the years ended* October 31, 2023and2022,* $0.6 million and $0.2 million respectively were included in cost of operations on the consolidated statement of operations related to related party leases.

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Note10. Long-Term Debt and Revolving Lines of Credit

The table below is a summary of the composition of the Company's debt balances as of* October 31, 2023and2022*:

On* January 28, 2021,Brundage-Bone Concrete Pumping Holdings Inc., a Delaware corporation (the “Issuer”) and a wholly-owned subsidiary of the Company (i) completed a private offering of $375.0 million in aggregate principal amount of its 6.000% senior securedsecond* lien notes due2026 (the “Senior Notes”) issued pursuant to an indenture, among the Issuer, the Company, the other Guarantors (as defined below), Deutsche Bank Trust Company Americas, as trustee and as collateral agent (the "Indenture") and (ii) entered into an amended and restated ABL Facility (as subsequently amended, the "ABL Facility") by and among the Company, certain subsidiaries of the Company, Wells Fargo Bank, National Association, as agent, sole lead arranger and sole bookrunner, the other lenders party thereto, which provided up to $125.0 million of asset-based revolving loan commitments to the Company and the other borrowers under the ABL Facility. The proceeds from the Senior Notes, along with certain borrowings under the ABL Facility, were used to repay all outstanding indebtedness under the Company’s then existing Term Loan Agreement (see discussion below), dated* December 6, 2018,*and pay related fees and expenses.

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

On* June 1, 2023,the ABL Facility was amended to, among other changes, (1) increase the maximum revolver borrowings available to be drawn thereunder from $160.0 million to $225.0 million, (2) increase the letter of credit sublimit from $10.5 million to $22.5 million and (3) extend the maturity of the ABL Facility to the earlier of (a) June 1, 2028or (b) the date that is180* days prior to (i) the final stated maturity date of the Senior Notes or (ii) the date the Senior Notes become due and payable. The ABL Facility also provides for an uncommitted accordion feature under which the borrowers under the ABL Facility can, subject to specified conditions, increase the ABL Facility by up to an additional $75.0 million. The $65.0 million in incremental commitments were provided by JPMorgan Chase Bank, N.A. and PNC Bank, N.A. The amended ABL Facility was treated as a debt modification. The Company capitalized an additional $0.5 million of debt issuance costs related to the* June 1, 2023,ABL Facility amendment. The preexisting unamortized deferred costs of $1.4 million and the additional costs of $0.5 million will be amortized from June 1, 2023through June 1, 2028.*

Summarized terms of these facilities are included below:

Senior Notes

Summarized terms of the Senior Notes are as follows:

The outstanding principal amount of the Senior Notes as of* October 31, 2023* was $375.0 million and as of that date, the Company was in compliance with all covenants under the Indenture.

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ABL Facility

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

The outstanding balance under the ABL Facility as of* October 31, 2023* was $19.0 million and as of that date, the Company was in compliance with all debt covenants. In addition, as of* October 31, 2023*, the Company had $1.1 million in credit line reserves and a letter of credit balance of $4.1 million. As of* October 31, 2023*, we had $200.8 million of available borrowing capacity under the ABL Facility. Debt issuance costs related to revolving credit facilities are capitalized and reflected as an asset in deferred financing costs in the accompanying consolidated balance sheets. The Company had debt issuance costs related to the revolving credit facilities of $1.8 million as of* October 31, 2023*.

The Company utilizes the ABL Facility to support its working capital arrangement.

At* October 31, 2023and2022*, the weighted average interest rate for borrowings under the ABL Facility was 7.9% and 4.4%, respectively.

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Note11. Accrued Payroll and Payroll Expenses

The following table summarizes accrued payroll and expenses as of* October 31, 2023and2022*:

Note12. Accrued Expenses and Other Current Liabilities

The following table summarizes accrued expenses and other current liabilities as of* October 31, 2023and2022*:

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Note13. Income Taxes

The sources of income before income taxes for the fiscal years ended* October 31, 2023and2022* are as follows:

The components of the provision for income taxes for the fiscal years ended* October 31, 2023and2022* are as follows:

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For the fiscal years ended* October 31, 2023and2022*, the income tax provision differs from the expected tax provision computed by applying the U.S. federal statutory rate to income before taxes as a result of the following:

The tax effects of the temporary differences giving rise to the Company’s net deferred tax liabilities for fiscal years ending* October 31, 2023and2022* are summarized as follows:

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As of* October 31, 2023*, the Company has the following tax carryforwards:

The Company doesnot consider that earnings from non-U.S. affiliates will be permanently reinvested. As such, the Company has provided U.S. deferred taxes on cumulative earnings of all of its non-U.S. affiliates.

In assessing the realizability of deferred tax assets, management considers whether it is more likely thannot that some portion or all of the deferred tax assets willnot be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, carryback opportunities, and tax planning strategies in making the assessment. The Company believes it is more likely thannot that it will realize the benefits of these deductible differences, net of the valuation allowance provided. The valuation allowance provided by the Company relates to foreign tax credit carryforwards, certain state tax credit carryforwards, and state net operating loss carryforwards.

The Company files income tax returns with the U.S., various state governments and the U.K. With few immaterial exceptions, the Company isno longer subject to U.S. federal, foreign and state income tax examinations by tax authorities for tax years before* October 31, 2021.*

Pursuant to Internal Revenue Code Section382, annual use of the Company’s NOL carryforwards* maybe limited in the event a cumulative change in ownership of more than50%* occurs within athree-year period. The Company has determined thatno such change in ownership happened during the fiscal years ended* October 31, 2023and2022*.

The following table summarizes the changes in the Company's unrecognized tax benefits during the fiscal years ended* October 31, 2023and2022*. The Company expectsno material changes to unrecognized tax positions within the nexttwelve months. If recognized,none of these benefits would favorably impact the Company's income tax expense, before consideration of any related valuation allowance:

As of* October 31, 2023and2022*, the company has recognizedno interest or penalties.

On* August 15, 2022,President Biden signed the Inflation Reduction Act into law. Management has reviewed the tax provisions of this legislation and has determined that there areno* provisions that would have a material impact on the Company.

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Note14. Commitments and Contingencies

Purchase Commitments

As of* October 31, 2023*, the Company was contractually committed for $30.2 million of capital expenditures for purchases of property and equipment. A majority of these obligations are expected to be satisfied in the nexttwelve months.

Insurance

Commercial Self-Insured Losses

For the fiscal years ended* October 31, 2023and2022*, the Company retains a significant portion of the risk for workers' compensation, automobile, and general liability losses (“self-insured commercial liability”) with the following deductibles (per occurrence):

1In2023, the Company is subject to thefirst $250,000 deductible plus 50% of any claim incurred in the amounts between $0.5 million and $1.0 million.

Reserves have been recorded that reflect the undiscounted estimated liabilities including claims incurred butnot reported. When a recognized liability is covered bythird-party insurance, the Company records an insurance claim receivable to reflect the covered liability. Amounts estimated to be paid withinone year have been included in Accrued expenses and other current liabilities, with the remainder included in Other liabilities, non-current on the Consolidated Balance Sheets. Insurance claims receivables that are expected to be received fromthird-party insurance withinone year have been included in Prepaid expenses and other current assets, with the remainder included in Other non-current assets on the Consolidated Balance Sheets.

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

The Company has accrued $7.6 million and $7.0 million, as of* October 31, 2023and2022*, respectively, for estimated (1) losses reported and (2) claims incurred butnot reported, net of recoveries.

Medical Self-Insured Losses

The Company offers employee health benefits via a partially self-insured medical benefit plan. Participant claims exceeding certain limits are covered by a stop-loss insurance policy. As of* October 31, 2023and2022*, the Company had accrued $1.2 million and $3.3 million, respectively, for estimated health claims incurred butnot 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 athird-party administrator to process claims, remit benefits, etc. Thethird-party administrator required the Company to maintain a bank account to facilitate the administration of claims.

Litigation

The Company is currently involved in certain legal proceedings and other disputes withthird parties that have arisen in the ordinary course of business. Management believes that the outcomes of these matters willnot have a material impact on the Company’s financial statements and doesnot believe that any amounts need to be recorded for contingent liabilities in the Company’s consolidated balance sheet.

Effective* April 1, 2020,the state of Washington Department of Revenue (“DOR”) published a rule which effectively deems the provision of standalone concrete pumping services as a retail sale subject to sales tax. The Company doesnot* charge sales tax to its customers that provide a reseller certificate, treating this as a wholesale transaction rather than as a retail sale. As such, for the period from* April 1, 2020through October 31, 2023,the Company has continued tonot* charge sales tax where its customers provide a reseller certificate and has petitioned for declaratory relief from the rule. In* February 2023,the Company received an adverse ruling from the Thurston County superior court regarding its position, which it has appealed and oral argument is scheduled for February 2024in the Court of Appeals in Tacoma. The Company believes there is a basis for its position that standalone concrete pumping services provided to a wholesale reseller, rather than to a retail customer, isnot* a retail sale, and contests the adverse ruling in its appeal. As of the fiscal year ended* October 31, 2023,no liability has been recorded in connection with the adverse ruling. If the Company isnot successful in its arguments against the DOR in its appeal, an estimated $3.5 million in sales tax, inclusive of interest and penalties, may*be owed and would be accrued in the quarter in which the court makes any unfavorable determination.

Letters of credit

The ABL Facility provides for up to $22.5 million of standby letters of credit. As of* October 31, 2023*, total outstanding letters of credit totaled $4.1 million, the vast majority of which had been committed to the Company’s general liability insurance provider.

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Note15. Stockholders’ Equity

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

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

As discussed below, on* April 29, 2019,2,101,213 shares of common stock were issued in exchange for the Company's public warrants and 1,707,175 shares of common stock were issued in exchange for the Company's private warrants. As of October 31, 2023and2022*, there were 13,017,677 public warrants outstanding, respectively. These warrants expired on* December 6, 2033.*

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

The Company’s Series A Preferred Stock doesnot 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, 2022for cash at a redemption price equal to the amount of the principal investment ($25,000,000) plus an additional cumulative amount that will accrue at an annual rate of 7.0% thereon. As of October 31, 2023*, the additional cumulative amount totaled $8.8 million which would be recognized when redemption is probable. The Series A Preferred Stock will rank senior in priority and will have a senior liquidation preference to the Common Stock. In addition, if the volume weighted average price of shares of the Company’s common stock equals or exceeds $13.00 for 30 consecutive days, then the Company will have the right to require the holder of the Series A Preferred Stock to convert its Series A Preferred Stock into Company common stock, at a ratio of1:1 (subject to customary adjustments such as adjustments for anti-dilution events for instance stock splits or reverse stock split).

Conditionally redeemable preferred shares (including preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain eventsnot 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 isnot solely within the control of the Company. As such, the preferred stock is presented outside of permanent equity.

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Share Repurchase Program

In* January 2023,the board of directors of the Company approved a $10.0 million increase to the Company’s share repurchase program. This authorization will expire on March 31, 2024and is in addition to the repurchase authorization of up to $10.0 million through June 15, 2023that was previously approved in June 2022.The repurchase program permits shares to be repurchased in the open market, by block purchase, in privately negotiated transactions, inone* or more transactions from time to time, or pursuant to any trading plan adopted in accordance with Rule10b5-1 of the Securities Exchange Act of1934, as amended, (the “Exchange Act”). Open market purchases will be conducted in accordance with the limitations set forth in Rule10b-18 of the Exchange Act and other applicable legal and regulatory requirements. The repurchase program* may*be suspended, terminated, extended or otherwise modified by the Board without notice at any time for any reason, including, without limitation, market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, capital and liquidity objectives, and other factors deemed appropriate by the Company's management.

The following table summarizes the shares repurchased, total cost of shares repurchased and average price per share for the fiscal year ended* October 31, 2023and2022*. All repurchases were at market value.

Note16. Stock-Based Compensation

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 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 generally vest pursuant toone of the followingfour conditions:

The following table summarizes realized compensation expense related to stock options and restricted stock awards in the accompanying condensed consolidated statements of operations:

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Stock Options

The following tables summarize stock option activity for the year ended* October 31, 2023*:

The total intrinsic value of stock options exercised for the years ended* October 31, 2023and2022* was $0.9 million and $1.3 million, respectively. The Company realized $0.1 million and $0.2 million in tax benefits related to exercised stock options for the years ended* October 31, 2023and2022*, respectively.

The following table summarizes information about stock options outstanding at* October 31, 2023*:

As of* October 31, 2023*, there was $0.1 million of total unrecognized compensation cost related to stock options that is expected to be realized as an expense by the Company over 0.9 weighted average years.

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Restricted Stock Awards

The following table is a summary of Restricted Stock Awards activity for the years ended* October 31, 2023and2022*:

As of* October 31, 2023*, there was $1.1 million of unrecognized compensation expense related to non-vested restricted stock awards that is expected to be realized as an expense by the Company over 0.9 weighted average years.

The Company realized $1.3 million and $1.4 million in tax benefits related to restricted stock award vestings for the years ended* October 31, 2023and2022*, respectively.

Note17. Earnings Per Share

At* October 31, 2023*, the Company had outstanding (1)13.0 million warrants to purchase shares of common stock at an exercise price of $11.50, (2)1.5 million outstanding unvested restricted stock awards, (3)1.1 million outstanding unexercised incentive stock options, (4)0.4 million outstanding unexercised non-qualified stock options, and (5)2.5 million shares of Series A Preferred Stock, all of which could potentially be dilutive. The dilutive effect of the warrants and the preferred stock were excluded from the calculation of the diluted net income per share for the years ended* October 31, 2023* and2022 as its impact would have been anti-dilutive.

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The table below shows our basic and diluted EPS calculations for the fiscal year ended* October 31, 2023and2022*:

Note18. Employee Benefits Plan

Retirement plans

The Company offers a401(k) plan, which covers substantially all employees in the U.S., with the exception of certain union employees. Participating employees* mayelect to contribute, on a tax-deferred basis, a portion of their compensation, in accordance with Section401*(k) of the Internal Revenue Code. The Company generally provides some form of a matching contribution for most employees in the U.S. Retirement plan contributions for the years ended* October 31, 2023* and2022 were $1.7 million and $0.9 million respectively.

Camfaud operates a Small Self-Administered Scheme (“SSAS”), which is the equivalent of a U.S. defined contribution pension plan. The assets of the plan are held separately from those of Camfaud in an independently administered fund. Contributions by Camfaud to the SSAS amounted to $0.4 million and $0.3 million for the years ended* October 31, 2023and2022*, respectively.

Multiemployer plans

Our U.S. Concrete Pumping segment contributes to a number of multiemployer defined benefit pension plans under the terms of collective-bargaining agreements (CBAs) that cover its union-represented employees. The risks of participating in these multiemployer plans are different from single-employer plans in the following aspects: (a) Assets contributed to the multiemployer plan byone employer* maybe used to provide benefits to employees of other participating employers; (b) If a participating employer stops contributing to the plan, the unfunded obligations of the plan maybe borne by the remaining participating employers; and (c) If we choose to stop participating in some of its multiemployer plans, we maybe required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability. We haveno* intention of stopping our participation in any multiemployer plan.

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The following is a summary of our contributions to each multiemployer pension plan for the years ended* October 31, 2023and2022*:

No plan was determined to be individually significant. There have beenno significant changes that affect the comparability of the contributions. The Company reviews the funded status of each multiemployer defined benefit pension plan at each reporting period to monitor the certified zone status for each of the multiemployer defined benefit pension plans. The zone status for the multiemployer defined benefit pension plan for Oregon and Washington were Green(greater than80 percent funded) and for California, it was Yellow (less than80 percent funded but greater than65 percent funded).

Government regulations impose certain requirements relative to multiemployer plans. In the event of plan termination or employer withdrawal, an employer* maybe liable for a portion of the plan’s unfunded vested benefits. We havenot* received information from the plans’ administrators to determine its share of unfunded vested benefits. We donot anticipate withdrawal from the plans, nor are we aware of any expected plan terminations.

If the construction industry exception applies, then it would delay the imposition of a withdrawal liability. The “construction industry” exception generally delays the imposition of withdrawal liability in connection with an employer’s withdrawal from a “construction industry” multiemployer plan unless and until that employer resumes covered operations in the relevant geographic region without a corresponding resumption of contributions to the multiemployer plan. The Company hasno intention of withdrawing, in either a complete or partial withdrawal, from any of the multiemployer plans to which the Company currently contributes; however, it has been assessed a withdrawal liability in the past.

Note19. Segment Reporting

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

Any differences between segment reporting and consolidated results are reflected in Intersegment or Other below. All Other non-segmented revenues and costs that arenot allocated to other reportable segments include intercompany eliminations, non-allocated depreciation, and the change in the fair value of the warrant liability. All Other non-segmented assets primarily include cash and cash equivalents, intercompany eliminations and real property.

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The accounting policies of the reportable segments are the same as those described in Note2. 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:

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

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

The U.S. and U.K. were the only regions that accounted for more than10% of the Company’s revenue for the periods presented. There wasno single customer that accounted for more than10% of revenue for the periods presented. Revenue for the periods presented and long lived assets as of* October 31, 2023and2022* are as follows:

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