Concrete Pumping Holdings, Inc 8-K, filed Jan 11, 2024

Concrete Pumping Holdings, Inc. (BBCP)

8-K 2024-01-11 For: 2024-01-11

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Added on April 09, 2026

About this 8-K

Concrete Pumping Holdings, Inc filed this 8-K on January 11, 2024.

Items reported

Item 2.02: Financial results
Item 9.01: Financial statements and exhibits

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Delaware	001-38166	83-1779605
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	BBCP	Nasdaq Stock Market LLC

Exhibit No.		Description
99.1		Press Release dated January 11, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

	CONCRETE PUMPING HOLDINGS, INC.


	By:	/s/ Iain Humphries
		Name: Iain Humphries
		Title: Chief Financial Officer and Secretary

Dated: January 11, 2024

	●	Revenue increased 5% to $120.2 million compared to $114.9 million.
	●	Gross profit increased 1% to $48.9 million compared to $48.6 million.
	●	Income from operations increased 5% to $19.3 million compared to $18.3 million.
	●	Net income increased 10% to $9.4 million compared to $8.5 million.
	●	Net income attributable to common shareholders increased 11% to $9.0 million, compared to $8.1 million. Diluted earnings per share increased 14% to $0.16 per diluted share, compared to $0.14 per diluted share.
	●	Adjusted EBITDA¹ increased slightly to $35.8 million compared to $35.6 million, with Adjusted EBITDA margin¹ of 29.8% compared to 31.0%.
	●	Amounts outstanding under debt agreements were $394.0 million with net debt¹ of $378.1 million. Total available liquidity at quarter end was $216.7 million.
	●	Leverage ratio^₁ at quarter end was 3.0x.
	●	On December 6, 2023, CPH announced the expiration of its 13,017,677 warrants.

	●	Revenue increased 10% to $442.2 million compared to $401.3 million.
	●	Gross profit increased 9% to $178.3 million compared to $163.6 million.
	●	Income from operations increased 23% to $61.5 million compared to $50.1 million.
	●	Net income attributable to common shareholders increased 12% to $30.0 million, compared to $26.9 million. Diluted earnings per share increased 15% to $0.54 per diluted share, compared to $0.47 per diluted share.
	●	Adjusted EBITDA¹ increased 7% to $124.6 million compared to $116.1 million, with Adjusted EBITDA margin¹ of 28.2% compared to 28.9%.

	As of October 31,			As of October 31,
(in thousands, except per share amounts)	2023			2022


Current assets:
Cash and cash equivalents	$	15,861		$	7,482
Trade receivables, net of allowance for doubtful accounts of $978 and $941, respectively		62,976			62,882
Inventory		6,732			5,532
Income taxes receivable		-			485
Prepaid expenses and other current assets		8,701			5,175
Total current assets		94,270			81,556

Property, plant and equipment, net		427,648			419,377
Intangible assets, net		120,244			137,754
Goodwill		221,517			220,245
Right-of-use operating lease assets		24,815			24,833
Other non-current assets		14,250			2,026
Deferred financing costs		1,781			1,698
Total assets	$	904,525		$	887,489


Current liabilities:
Revolving loan	$	18,954		$	52,133
Operating lease obligations, current portion		4,739			4,001
Finance lease obligations, current portion		125			109
Accounts payable		8,906			8,362
Accrued payroll and payroll expenses		14,524			13,341
Accrued expenses and other current liabilities		34,750			32,156
Income taxes payable		1,848			178
Warrant liability, current portion		130			-
Total current liabilities		83,976			110,280

Long term debt, net of discount for deferred financing costs		371,868			370,476
Operating lease obligations, non-current		20,458			20,984
Finance lease obligations, non-current		50			169
Deferred income taxes		80,791			74,223
Other liabilities, non-current		14,142			-
Warrant liability, non-current		-			7,030
Total liabilities		571,285			583,162


Zero-dividend convertible perpetual preferred stock, $0.0001 par value, 2,450,980 shares issued and outstanding as of October 31, 2023 and 2022		25,000			25,000

Stockholders' equity
Common stock, $0.0001 par value, 500,000,000 shares authorized, 54,757,445 and 56,226,191 issued and outstanding as of October 31, 2023 and 2022, respectively		6			6
Additional paid-in capital		383,286			379,395
Treasury stock		(15,114	)		(4,609	)
Accumulated other comprehensive loss		(5,491	)		(9,228	)
Accumulated deficit		(54,447	)		(86,237	)
Total stockholders' equity		308,240			279,327

Total liabilities and stockholders' equity	$	904,525		$	887,489

	Three Months Ended October 31,						Year Ended October 31,
(in thousands, except share and per share amounts)	2023			2022			2023			2022

Revenue	$	120,204		$	114,894		$	442,241		$	401,292
Cost of operations		71,312			66,282			263,937			237,682
Gross profit		48,892			48,612			178,304			163,610
Gross margin		40.7	%		42.3	%		40.3	%		40.8	%

General and administrative expenses		29,616			30,343			116,852			113,499
Income from operations		19,276			18,269			61,452			50,111

Interest expense, net		(6,834	)		(6,765	)		(28,119	)		(25,891	)
Change in fair value of warrant liabilities		260			-			6,899			9,894
Other income, net		34			19			330			88
Income before income taxes		12,736			11,523			40,562			34,202

Income tax expense		3,345			2,991			8,772			5,526
Net income		9,391			8,532			31,790			28,676

Less preferred shares dividends		(441	)		(441	)		(1,750	)		(1,750	)

Income available to common shareholders	$	8,950		$	8,091		$	30,040		$	26,926

Weighted average common shares outstanding
Basic		53,128,408			54,075,846			53,276,450			53,914,311
Diluted		54,050,969			54,950,155			54,173,731			54,851,308

Net income per common share
Basic	$	0.16		$	0.14		$	0.54		$	0.48
Diluted	$	0.16		$	0.14		$	0.54		$	0.47

	For the Year Ended October 31,
(in thousands, except per share amounts)	2023			2022

Net income	$	31,790		$	28,676
Adjustments to reconcile net income to net cash provided by operating activities:
Non-cash operating lease expense		5,506			3,913
Foreign currency adjustments		(566	)		2,091
Depreciation		39,756			34,934
Deferred income taxes		6,137			5,205
Amortization of deferred financing costs		1,859			1,852
Amortization of intangible assets		18,910			22,528
Stock-based compensation expense		3,847			5,034
Change in fair value of warrant liabilities		(6,899	)		(9,894	)
Net gain on the sale of property, plant and equipment		(2,247	)		(2,759	)
Provision for bad debt		18			-
Net changes in operating assets and liabilities:
Trade receivables, net		328			(15,310	)
Inventory		(1,142	)		(870	)
Prepaid expenses and other assets		1,338			(550	)
Income taxes payable, net		2,168			(324	)
Accounts payable		(464	)		(3,039	)
Accrued payroll, accrued expenses and other liabilities		(3,464	)		5,208
Net cash provided by operating activities		96,875			76,695

Cash flows from investing activities:
Purchases of property, plant and equipment		(54,505	)		(101,932	)
Proceeds from sale of property, plant and equipment		11,147			10,023
Purchases of intangible assets		(800	)		(1,450	)
Acquisition of net assets - Coastal acquisition		-			(30,762	)
Net cash used in investing activities		(44,158	)		(124,121	)

Cash flows from financing activities:
Proceeds on revolving loan		317,989			377,375
Payments on revolving loan		(351,167	)		(326,945	)
Payment of debt issuance costs		(550	)		(290	)
Purchase of treasury stock		(10,505	)		(4,148	)
Other financing activities		(63	)		(14	)
Net cash provided by (used in) financing activities		(44,296	)		45,978
Effect of foreign currency exchange rate changes on cash		(42	)		(368	)
Net increase (decrease) in cash and cash equivalents		8,379			(1,816	)
Cash and cash equivalents:
Beginning of period		7,482			9,298
End of period	$	15,861		$	7,482

	Three Months Ended October 31,						Change
(in thousands)	2023			2022			$			%
U.S. Concrete Pumping		84,981		$	84,317		$	664			0.8	%
U.K. Operations		17,381			14,946			2,435			16.3	%
U.S. Concrete Waste Management Services		17,960			15,640			2,320			14.8	%
Reportable segment revenue		120,322			114,903			5,419			4.7	%
Other		625			625			-			0.0	%
Intersegment		(743	)		(634	)		(109	)		17.2	%
Total Revenue	$	120,204		$	114,894		$	5,310			4.6	%

	Net Income				Adjusted EBITDA
	Three Months Ended October 31,				Three Months Ended October 31,
(in thousands, except percentages)	2023		2022		2023		2022		$ Change			% Change
U.S. Concrete Pumping	$	2,239	$	2,769	$	21,220	$	22,716	$	(1,496	)		-6.6	%
U.K. Operations		1,711		1,722		5,137		4,700		437			9.3	%
U.S. Concrete Waste Management Services		4,822		3,693		8,822		7,605		1,217			16.0	%
Other		619		348		626		624		2			0.3	%
Total	$	9,391	$	8,532	$	35,805	$	35,645	$	160			0.4	%

(dollars in millions)	Revenue		Net Income		Adjusted EBITDA¹		Capital Expenditures²		Adjusted EBITDA less Capital Expenditures			Earnings Per Diluted Share

Q1 2022	$	85	$	1	$	23	$	35	$	(12	)	$	0.01
Q2 2022	$	96	$	6	$	27	$	22	$	5		$	0.10
Q3 2022	$	105	$	13	$	30	$	19	$	11		$	0.22
Q4 2022	$	115	$	9	$	36	$	48	$	(12	)	$	0.14
Q1 2023	$	94	$	6	$	25	$	15	$	10		$	0.11
Q2 2023	$	108	$	6	$	29	$	16	$	13		$	0.09
Q3 2023	$	120	$	10	$	35	$	5	$	30		$	0.18
Q4 2023	$	120	$	9	$	36	$	8	$	28		$	0.16

¹ Adjusted EBITDA is a financial measure that is not calculated in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”). See “Non-GAAP Financial Measures” below for a discussion of the definition of this measure and reconciliation of such measure to its most comparable GAAP measure.



²Information on M&A or growth investments included in net capital expenditures have been included for relevant quarters below:

*Q1 2022 capex includes approximately $19 million M&A and $2 million growth investment.
*Q2 2022 capex includes approximately $11 million M&A and $5 million growth investment.
*Q3 2022 capex includes approximately $7 million growth investment.
*Q4 2022 capex includes approximately $31 million M&A and $13 million growth investment.
*Q1 2023 capex includes approximately $3 million growth investment.
*Q2 2023 capex includes approximately $6 million M&A and $1 million growth investment.
*Q3 2023 capex includes approximately $3 million growth investment.
*Q4 2023 capex includes approximately $3 million growth investment.

	Three Months Ended October 31,						Year Ended October 31,
(dollars in thousands)	2023			2022			2023			2022
Consolidated
Net income (loss)	$	9,391		$	8,532		$	31,790		$	28,676
Interest expense, net		6,834			6,765			28,119			25,891
Income tax expense		3,345			2,991			8,772			5,526
Depreciation and amortization		14,789			14,957			58,666			57,462
EBITDA		34,359			33,245			127,347			117,555
Transaction expenses		29			259			61			318
Stock based compensation		709			870			3,847			5,034
Change in fair value of warrant liabilities		(260	)		-			(6,899	)		(9,894	)
Other income, net		(34	)		(19	)		(330	)		(88	)
Other adjustments(1)		1,002			1,290			574			3,131
Adjusted EBITDA	$	35,805		$	35,645		$	124,600		$	116,056

U.S. Concrete Pumping
Net income	$	2,239		$	2,769		$	5,106		$	6,541
Interest expense, net		6,131			6,089			25,294			22,968
Income tax expense		2,291			2,207			3,317			2,465
Depreciation and amortization		10,406			10,689			41,870			40,304
EBITDA		21,067			21,754			75,587			72,278
Transaction expenses		29			259			61			318
Stock based compensation		709			870			3,847			5,034
Other income, net		(11	)		(6	)		(284	)		(49	)
Other adjustments(1)		(574	)		(161)			(5,628	)		(2,579	)
Adjusted EBITDA	$	21,220		$	22,716		$	73,583		$	75,002

U.K. Operations
Net income	$	1,711		$	1,722		$	4,160		$	2,080
Interest expense, net		703			676			2,825			2,923
Income tax expense		(79	)		(252	)		752			(130	)
Depreciation and amortization		1,980			1,817			7,535			7,709
EBITDA		4,315			3,963			15,272			12,582
Other income, net		(17	)		(4	)		(40	)		(15	)
Other adjustments		839			741			3,254			3,150
Adjusted EBITDA	$	5,137		$	4,700		$	18,486		$	15,717

	October 31,			January 31,			April 30,			July 31,			October 31,
(in thousands)	2022			2023			2023			2023			2023
Senior Notes		375,000			375,000			375,000			375,000			375,000
Revolving loan draws outstanding		52,133			50,247			60,947			35,699			18,954
Less: Cash		(7,482	)		(4,049	)		(6,643	)		(11,532	)		(15,861	)
Net debt	$	419,650		$	421,198		$	429,304		$	399,167		$	378,093

(dollars in thousands)	Q1 2022			Q2 2022			Q3 2022			Q4 2022			Q1 2023			Q2 2023			Q3 2023			Q4 2023
Consolidated
Net income	$	1,183		$	5,985		$	12,976		$	8,532		$	6,475		$	5,588		$	10,336		$	9,391
Interest expense, net		6,261			6,346			6,517			6,765			6,871			7,348			7,066			6,834
Income tax expense (benefit)		(22	)		527			2,030			2,991			644			1,465			3,318			3,345
Depreciation and amortization		14,080			14,236			14,190			14,957			14,449			14,721			14,707			14,789
EBITDA		21,502			27,094			35,713			33,245			28,439			29,122			35,427			34,359
Transaction expenses		21			20			20			259			3			24			5			29
Loss on debt extinguishment		-			-			-			-			-			-			-			-
Stock based compensation		1,480			1,351			1,333			870			1,140			1,064			934			709
Change in fair value of warrant liabilities		-			(2,474	)		(7,420	)		-			(4,556	)		(1,172	)		(911	)		(260	)
Other income, net		(37	)		(13	)		(16	)		(19	)		(21	)		(13	)		(262	)		(34	)
Goodwill and intangibles impairment		-			-			-			-			-			-			-			-
Other adjustments⁽¹⁾		353			1,080			407			1,292			41			(192	)		(277	)		1,002
Adjusted EBITDA	$	23,319		$	27,058		$	30,037		$	35,647		$	25,046		$	28,833		$	34,916		$	35,805