UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~July~~January 31, ~~2025~~2026

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

For the transition period from ____ to ____

Commission File Number: 001-38166

CONCRETE PUMPING HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

Delaware	83-1779605
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

500 E. 84th Avenue, Suite A-5
Thornton, Colorado	80229
(Address of principal executive offices)	(Zip Code)

(303) 289-7497

(Registrant's telephone number, including area code)

None

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

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

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

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

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

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

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
Emerging growth company	☐

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

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

As of ~~August~~March 295, ~~2025~~2026, the registrant had 5150,~~474~~510,~~450~~506 shares of common stock, par value $0.0001 per share, issued and outstanding.

Table of Contents

CONCRETE PUMPING HOLDINGS, INC.

QUARTERLY REPORT ON FORM 10-Q

fOR THE PERIOD ENDED ~~July~~January 31, ~~2025~~2026

			Page
Part I. Financial Information
	Item 1.	Financial Statements:
		Condensed Consolidated Balance Sheets (Unaudited)	3
		Condensed Consolidated Statements of Operations (Unaudited)	4
		Condensed Consolidated Statements of Comprehensive Income (Unaudited).	5
		Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)	5
		Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)	6
		Condensed Consolidated Statements of Cash Flows (Unaudited)	87
		Notes to Unaudited Condensed Consolidated Financial Statements	98
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
		Note 1. Organization and Description of Business	8
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
		Note 2. Summary of Significant Accounting Policies	8
	Item 4.	Controls and Procedures	35
		Note 3. Property, Plant and Equipment	9
		Note 4. Goodwill and Intangible Assets	10
		Note 5. Long Term Debt and Revolving Lines of Credit	11
		Note 6. Accrued Payroll and Payroll Expense	11
		Note 7. Accrued Expenses and Other Current Liabilities	11
		Note 8. Stockholders' Equity	12
		Note 9. Revenue Recognition	12
		Note 10. Income Taxes	12
		Note 11. Stock-Based Compensation	13
		Note 12. Earnings Per Share	13
		Note 13. Supplemental Cash Flow Information	14
		Note 14. Fair Value Measurement	14
		Note 15. Commitments and Contingencies	15
		Note 16. Segment Reporting	15
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
	Item 4.	Controls and Procedures	26
Part II. Other Information
	Item 1.	Legal Proceedings	3627
	Item 1A.	Risk Factors	3627
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3627
	Item 3.	Defaults Upon Senior Securities	3728
	Item 4.	Mine Safety Disclosures	3728
	Item 5.	Other Information	3728
	Item 6.	Exhibits	3728
	Signatures		3829

Table of Contents

PART I

ITEM 1. Financial Statements

Concrete Pumping Holdings, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

	As of July 31,			As of October 31,
	As of January 31,			As of October 31,
(in thousands, except per share amounts)	~~2025~~2026			~~2024~~2025
Current assets:
Cash and cash equivalents	$	4153,~~001~~015		$	4344,~~041~~394
Receivables, net of allowance for doubtful accounts of $879 and $916, respectively		52,396			56,441
Receivables, net of allowance for doubtful accounts of $831 and $905, respectively		45,843			53,132
Inventory		78,~~454~~450			57,~~922~~419
Prepaid expenses and other current assets		118,~~918~~972			68,~~956~~408
Total current assets		~~112~~116,~~769~~280			~~112~~113,~~360~~353
Property, plant and equipment, net		~~414~~415,~~908~~466			~~415~~412,~~726~~516
Intangible assets, net		9691,~~829~~713			~~105~~93,~~612~~933
Goodwill		~~223~~224,~~743~~788			~~222~~223,~~996~~581
Right-of-use operating lease assets		2422,~~257~~774			2622,~~179~~943
Other non-current assets		1110,~~373~~816			1211,~~578~~195
Deferred financing costs		21,~~152~~889			2,~~539~~021
Total assets	$	~~886~~883,~~031~~726		$	~~897~~879,~~990~~542
Current liabilities:
Revolving loan	$	-		$	20
Operating lease obligations, current portion	$	5,091		$	4,851
Operating lease obligations, current portion		5,014			4,817
Accounts payable		7,631			6,267
Accounts payable		8,061			7,668
Accrued payroll and payroll expenses		7,512			11,973
Accrued payroll and payroll expenses		14,400			14,303
Accrued expenses and other current liabilities		38,376			28,730
Accrued expenses and other current liabilities		36,019			28,673
Income taxes payable		753			463
Income taxes payable		877			850
Total current liabilities		59,363			52,284
Total current liabilities		64,371			56,331
Long term debt, net of discount for deferred financing costs		418,175			417,891
Long term debt, net of discount for deferred financing costs		417,629			373,260
Operating lease obligations, non-current		18,243			18,659
Operating lease obligations, non-current		19,776			21,716
Deferred income taxes		88,798			89,431
Deferred income taxes		86,193			86,647
Other non-current liabilities		11,498			11,488
Other non-current liabilities		11,741			13,321
Total liabilities		596,077			589,753
Total liabilities		599,710			551,275
Commitments and contingencies (Note 15)
Commitments and contingencies (Note 14)
Zero-dividend convertible perpetual preferred stock, $0.0001 par value, 2,450,980 shares issued and outstanding as of January 31, 2026 and October 31, 2025		25,000			25,000
Zero-dividend convertible perpetual preferred stock, $0.0001 par value, 2,450,980 shares issued and outstanding as of July 31, 2025 and October 31, 2024		25,000			25,000
Stockholders' equity
Common stock, $0.0001 par value, 500,000,000 shares authorized, 51,540,028 and 53,273,644 issued and outstanding as of July 31, 2025 and October 31, 2024, respectively		6			6
Common stock, $0.0001 par value, 500,000,000 shares authorized, 50,779,137 and 51,272,503 issued and outstanding as of January 31, 2026 and October 31, 2025, respectively		6			6
Additional paid-in capital		~~389~~390,~~263~~498			~~386~~389,~~313~~880
Treasury stock		(3946,~~817~~289	)		(2541,~~881~~687	)
Accumulated other comprehensive income (loss)		2,185			(483	)
Accumulated other comprehensive income		5,875			1,589
Accumulated deficit		(9087,~~316~~441	)		(3884,~~240~~999	)
Total stockholders' equity		~~261~~262,~~321~~649			~~321~~264,~~715~~789
Total liabilities and stockholders' equity	$	~~886~~883,~~031~~726		$	~~897~~879,~~990~~542

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Concrete Pumping Holdings, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

	Three Months Ended July 31,						Nine Months Ended July 31,
	Three Months Ended January 31,
(in thousands, except per share amounts)	~~2025~~2026			~~2024~~2025			~~2025~~			~~2024~~
Revenue	$	~~103~~90,~~676~~561		$	~~109~~86,~~617~~447		$	~~284,080~~		$	~~314,390~~
Cost of operations		6358,~~287~~597			6555,~~112~~212			~~176,274~~			~~194,804~~
Gross profit		4031,~~389~~964			4431,~~505~~235			~~107,806~~			~~119,586~~
General and administrative expenses		27,459			27,~~880~~750			~~83,131~~			~~89,450~~
Income from operations		124,~~930~~505			163,~~625~~485			~~24,675~~			~~30,136~~
Other income (expense):
Interest expense and amortization of deferred financing costs		(8,~~399~~397	)		(6,~~318~~215	)		~~(23,168~~	)		~~(19,744~~	)
Loss on extinguishment of debt		-			-(1,392	)		~~(1,392~~	)		-
Interest income		~~273~~315			58413			~~946~~			~~148~~
Change in fair value of warrant liabilities		-			-			-			130
Other income, net		33			34
Other income, net		228			276			290			360
Total other expense		(8,049	)		(7,160	)
Total other expense		(7,898	)		(5,984	)		(23,324	)		(19,106	)
Loss before income taxes		(3,544	)		(3,675	)
Income before income taxes		5,032			10,641			1,351			11,030
Income tax benefit		(1,102	)		(1,036	)
Income tax expense		1,333			3,081			295			4,250
Net loss		(2,442	)		(2,639	)
Net income		3,699			7,560			1,056			6,780
Less accretion of liquidation preference on preferred stock		(441	)		(440	)
Less accretion of liquidation preference on preferred stock		(441	)		(440	)		(1,309	)		(1,310	)
Loss available to common shareholders	$	(2,883	)	$	(3,079	)
Income (loss) available to common shareholders	$	3,258		$	7,120		$	(253	)	$	5,470
Weighted average common shares outstanding (Note 12)
Weighted average common shares outstanding (Note 11)
Basic		51,009			53,045
Basic		51,696			53,699			52,435			53,556
Diluted		51,009			53,045
Diluted		51,906			53,775			52,435			54,191
Net loss per common share (Note 12)
Net income (loss) per common share (Note 11)
Basic	$	(0.06	)	$	(0.06	)
Basic	$	0.07		$	0.13		$	-		$	0.10
Diluted	$	(0.06	)	$	(0.06	)
Diluted	$	0.07		$	0.13		$	-		$	0.10

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Concrete Pumping Holdings, Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

	Three Months Ended July 31,						Nine Months Ended July 31,
	Three Months Ended January 31,
(in thousands)	~~2025~~2026			~~2024~~2025			~~2025~~		~~2024~~
Net income	$	3,699		$	7,560		$	1,056	$	6,780
Net loss	$	(2,442	)	$	(2,639	)
Other comprehensive income:
Foreign currency translation adjustment		~~(904~~4,286	)		(2,~~315~~995	)		~~2,668~~		~~4,874~~
Total comprehensive income	$	2,795		$	9,875		$	3,724	$	11,654
Total comprehensive income (loss)	$	1,844		$	(5,634	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Concrete Pumping Holdings, Inc.

Condensed Consolidated Statements of Changes in Stockholders' Equity

(Unaudited)

	Common Stock					Additional Paid-In Capital		Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total
(in thousands, except share amounts)	Shares			Amount
Balance, April 30, 2025		52,132,683		$	6	$	388,737	$	(35,972	)	$	3,089		$	(94,015	)	$	261,845
Balance, October 31, 2025		51,272,503		$	6	$	389,880	$	(41,687	)	$	1,589		$	(84,999	)	$	264,789
Stock-based compensation expense		-			-		~~526~~618		-			-			-			~~526~~618
Treasury shares purchased under share repurchase program		(592,655	)		-		-		(3,845	)		-			-			(3,845	)
Shares issued under stock-based program		237,679			-		-		-			-			-			-
Net income		-			-		-		-			-			3,699			3,699
Treasury shares purchased from shares issued under stock-based program		(80,448	)		-		-		(520	)		-			-			(520	)
Foreign currency translation adjustment		-			-		-		-			(904	)		-			(904	)
Treasury shares purchased under share repurchase program		(650,597	)		-		-		(4,082	)		-			-			(4,082	)
Balance, July 31, 2025		51,540,028		$	6	$	389,263	$	(39,817	)	$	2,185		$	(90,316	)	$	261,321
Net loss		-			-		-		-			-			(2,442	)		(2,442	)
Balance, April 30, 2024		53,741,044		$	6	$	384,585	$	(18,131	)	$	(2,932	)	$	(55,227	)	$	308,301
Foreign currency translation adjustment		-			-		-		-			4,286			-			4,286
Stock-based compensation expense		-			-		644		-			-			-			644
Balance, January 31, 2026		50,779,137		$	6	$	390,498	$	(46,289	)	$	5,875		$	(87,441	)	$	262,649
Forfeiture/cancellation of restricted stock		(812	)		-		-		-			-			-			-
Balance, October 31, 2024		53,273,644		$	6	$	386,313	$	(25,881	)	$	(483	)	$	(38,240	)	$	321,715
Shares issued under stock-based program		709,192			-		-		-			-			-			-
Stock-based compensation expense		-			-		367		-			-			-			367
Treasury shares purchased from shares issued under stock-based program		(330,982	)		-		-		(1,683	)		-			-			(1,683	)
Shares issued under stock-based program		415,333			-		1,519		-			-			-			1,519
Treasury shares purchased under share repurchase program		(370,419	)		-		-		(2,460	)		-			-			(2,460	)
Treasury shares purchased from shares issued under stock-based program		(246,121	)		-		-		(2,166	)		-			-			(2,166	)
Net income		-			-		-		-			-			7,560			7,560
Treasury shares purchased under share repurchase program		(296,267	)		-		-		(1,934	)		-			-			(1,934	)
Foreign currency translation adjustment		-			-		-		-			2,315			-			2,315
Dividend															(53,132	)		(53,132	)
Balance, July 31, 2024		53,748,023		$	6	$	385,229	$	(22,275	)	$	(617	)	$	(47,667	)	$	314,676
Net loss		-			-		-		-			-			(2,639	)		(2,639	)
Foreign currency translation adjustment		-			-		-		-			(2,995	)		-			(2,995	)
Balance, January 31, 2025		53,146,589		$	6	$	388,199	$	(29,981	)	$	(3,478	)	$	(94,011	)	$	260,735

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Concrete Pumping Holdings, Inc.

Condensed Consolidated Statements of ~~Changes~~Cash ~~in Stockholders' Equity~~ Flows

(Unaudited)

	Common Stock						Additional Paid-In Capital		Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total
	For the Three Months Ended January 31,
(in thousands, except share amounts)	Shares			Amount
(in thousands)	2026			2025
Balance, October 31, 2024		53,273,644		$	6		$	386,313	$	(25,881	)	$	(483	)	$	(38,240	)	$	321,715
Net loss	$	(2,442	)	$	(2,639	)
Stock-based compensation expense		-			-			1,431		-			-			-			1,431
Adjustments to reconcile net loss to net cash provided by operating activities:
Shares issued under stock-based program		416,546			-			1,519		-			-			-			1,519
Non-cash operating lease expense		1,243			1,284
Treasury shares purchased from shares issued under stock-based program		(246,121	)		-			-		(2,166	)		-			-			(2,166	)
Foreign currency adjustments		(121	)		(41	)
Treasury shares purchased under share repurchase program		(1,904,041	)		-			-		(11,770	)		-			-			(11,770	)
Depreciation		10,457			10,172
Dividend		-			-			-		-			-			(53,132	)		(53,132	)
Deferred income taxes		(1,212	)		(1,787	)
Net income		-			-			-		-			-			1,056			1,056
Amortization of deferred financing costs		416			480
Foreign currency translation adjustment		-			-			-		-			2,668			-			2,668
Amortization of intangible assets		2,471			3,028
Balance, July 31, 2025		51,540,028		$	6		$	389,263	$	(39,817	)	$	2,185		$	(90,316	)	$	261,321
Stock-based compensation expense		618			367
Balance, October 31, 2023		54,757,445		$	6		$	383,286	$	(15,114	)	$	(5,491	)	$	(54,447	)	$	308,240
Loss on extinguishment of debt		-			1,392
Stock-based compensation expense		-			-			1,917		-			-			-			1,917
Net gain on the sale of property, plant and equipment		(169	)		(192	)
Forfeiture/cancellation of restricted stock		(751,397	)		-			-		-			-			-			-
Other operating activities		(175	)		(37	)
Shares issued under stock-based program		842,041			-			26		-			-			-			26
Net changes in operating assets and liabilities:
Treasury shares purchased from shares issued under stock-based program		(522,524	)		-			-		(3,184	)		-			-			(3,184	)
Receivables		7,947			13,206
Treasury shares purchased under share repurchase program		(577,542	)		-			-		(3,977	)		-			-			(3,977	)
Inventory		(828	)		(332	)
Net income		-			-			-		-			-			6,780			6,780
Other operating assets		(355	)		(1,415	)
Foreign currency translation adjustment		-			-			-		-			4,874			-			4,874
Accounts payable		1,609			(3,343	)
Balance, July 31, 2024		53,748,023		$	6		$	385,229	$	(22,275	)	$	(617	)	$	(47,667	)	$	314,676
Other operating liabilities		1,909			(14,111	)
Net cash provided by operating activities		21,368			6,032
Cash flows from investing activities:
Purchases of property, plant and equipment		(9,516	)		(5,841	)
Proceeds from sale of property, plant and equipment		1,237			1,989
Net cash used in investing activities		(8,279	)		(3,852	)
Cash flows from financing activities:
Proceeds on long term debt		-			425,000
Payments on long term debt		-			(375,000	)
Proceeds on revolving loan		60,338			65,466
Payments on revolving loan		(60,338	)		(65,486	)
Payment of debt issuance costs		-			(7,312	)
Purchase of treasury stock		(4,571	)		(2,582	)
Other financing activities		(324	)		(67	)
Net cash provided by (used in) financing activities		(4,895	)		40,019
Effect of foreign currency exchange rate changes on cash		427			(108	)
Net increase in cash and cash equivalents		8,621			42,091
Cash and cash equivalents:
Beginning of period		44,394			43,041
End of period	$	53,015		$	85,132

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Concrete Pumping Holdings, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	For the Nine Months Ended July 31,
(in thousands)	2025			2024
Net income	$	1,056		$	6,780
Adjustments to reconcile net income to net cash provided by operating activities:
Non-cash operating lease expense		3,913			3,841
Foreign currency adjustments		(26	)		(890	)
Depreciation		31,454			31,345
Deferred income taxes		(803	)		2,693
Amortization of deferred financing costs		1,311			1,336
Amortization of intangible assets		8,968			11,482
Stock-based compensation expense		1,431			1,917
Change in fair value of warrant liabilities		-			(130	)
Loss on extinguishment of debt		1,392			-
Net gain on the sale of property, plant and equipment		(609	)		(1,412	)
Other operating activities		(47	)		72
Net changes in operating assets and liabilities:
Receivables		4,353			7,227
Inventory		(1,447	)		301
Other operating assets		(6,978	)		(551	)
Accounts payable		(565	)		(1,668	)
Other operating liabilities		6,447			2,131
Net cash provided by operating activities		49,850			64,474
Cash flows from investing activities:
Purchases of property, plant and equipment		(34,230	)		(37,484	)
Proceeds from sale of property, plant and equipment		6,028			7,472
Net cash used in investing activities		(28,202	)		(30,012	)
Cash flows from financing activities:
Proceeds on long term debt		425,000			-
Payments on long term debt		(375,000	)		-
Proceeds on revolving loan		188,229			230,398
Payments on revolving loan		(188,249	)		(249,352	)
Dividends paid		(53,132	)		-
Payment of debt issuance costs		(8,163	)		-
Purchase of treasury stock		(12,315	)		(7,161	)
Other financing activities		(204	)		1,343
Net cash used in financing activities		(23,834	)		(24,772	)
Effect of foreign currency exchange rate changes on cash		146			782
Net increase (decrease) in cash and cash equivalents		(2,040	)		10,472
Cash and cash equivalents:
Beginning of period		43,041			15,861
End of period	$	41,001		$	26,333

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Concrete Pumping Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Note 1. Organization and Description of Business

Organization

Concrete Pumping Holdings, Inc. (the "Company") is a Delaware corporation headquartered in Thornton, Colorado. The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries including Brundage-Bone Concrete Pumping, Inc. ("Brundage-Bone"), Camfaud Group Limited ("Camfaud") and Eco-Pan, Inc. ("Eco-Pan").

Nature of business

Brundage-Bone is a concrete pumping service provider in the United States ("U.S.") and Camfaud is a concrete pumping service provider primarily operating in the United Kingdom ("U.K."). Their core business is the provision of concrete pumping services to general contractors and concrete finishing companies in the commercial, infrastructure and residential sectors. Most often equipment returns to a "home base" nightly and Brundage-Bone and Camfaud do not contract to purchase, mix, or deliver concrete. Brundage-Bone has approximately 95 branch locations across 23 states, with its corporate headquarters in Thornton, Colorado. Camfaud has approximately 35 branch locations throughout the U.K. and Republic of Ireland, with its corporate headquarters in Epping (near London), England.

Eco-Pan ~~provides~~is a ~~industrial~~leading ~~cleanup~~provider ~~and~~of ~~containment~~concrete waste management services in the U.S, ~~primarily~~providing a full-service, route-based, cost-effective, regulation-compliant solution to ~~customers~~manage inenvironmental ~~the~~issues ~~construction~~caused ~~industry~~by concrete washout. Eco-Pan offers pans and roll-off containers that are specifically designed to hold waste products from concrete and other industrial cleanup operations. Eco-Pan has 23 operating locations across the U.S. with its corporate headquarters in Thornton, Colorado. In addition, we have concrete waste management operations under our Eco-Pan brand name in the U.K. and currently operate from a shared Camfaud location.

Seasonality

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

Note 2. Summary of Significant Accounting Policies

We describe our significant accounting policies in Note 2 of the notes to the consolidated financial statements in our annual report on Form 10-K for the year ended October 31, ~~2024~~2025 ("Annual Report"). During the ~~nine~~three months ended ~~July~~January 31, ~~2025~~2026, there were no changes to those accounting policies.

Basis of presentation

We have prepared these unaudited condensed consolidated financial statements based on Securities and Exchange Commission (“SEC”) rules that permit reduced disclosure for interim periods. These financial statements include all adjustments that are necessary for a fair statement of our consolidated results of operations, financial condition and cash flows for the periods shown, including normal, recurring accruals and other items. The consolidated results of operations for the interim periods presented are not necessarily indicative of results for the full year.

The year-end condensed consolidated balance sheet was derived from audited financial statements but does not include all disclosures required by generally accepted accounting principles in the United States (“GAAP”). These condensed consolidated financial statements and the accompanying notes should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our Annual Report.

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

During the first quarter of fiscal year 2025, the Company updated its allocation methodology of corporate costs to better align with the manner in which the Company now allocates resources and measures performance. As a result, segment results for prior periods have been reclassified to conform to the current period presentation. For further discussion, see Note 15.

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 condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Newly adopted accounting pronouncements

ASU 2023-07, Improvements to Reportable Segment Disclosures ("ASU 2023-07") - In November 2023, the FASB issued Accounting Standards Update No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" ("ASU 2023-07"), which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The Company adopted this standard for our fiscal year 2025 annual financial statements and interim financial statements thereafter and have applied this standard retrospectively for all prior periods presented in the financial statements. See Note 16 for further information.

Recently issued accounting pronouncements not yet effective

ASU 2023-0709, Improvements to ~~Reportable~~Income ~~Segment~~Tax Disclosures ("ASU 2023-0709") - In ~~November~~December 2023, the FASB issued ASU No. 2023-0709, which ~~improves reportable~~requires ~~segment~~disaggregated ~~disclosure~~information ~~requirements, primarily through enhanced disclosures~~ about ~~significant~~a ~~segment~~reporting ~~expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an~~ entity’s ~~can~~effective ~~disclose~~tax ~~multiple~~rate ~~segment~~reconciliation ~~measures~~as ofwell ~~profit~~as orinformation ~~loss,~~on ~~provide~~income ~~new~~taxes ~~segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements~~paid. The ~~purpose~~standard ~~of the amendments~~ is intended to ~~enable~~benefit investors toby ~~better~~providing ~~understand~~more andetailed ~~entity’s~~income ~~overall~~tax ~~performance~~disclosures ~~and~~that ~~assess~~would ~~potential~~be ~~future~~useful ~~cash~~in ~~flows~~making capital allocation decisions. This ASU is effective for public companies with annual ~~reporting~~ periods beginning after December 15, ~~2023, and interim reporting periods within annual reporting periods beginning after December 15,~~ 2024, with early adoption permitted. The Company will adopt the standard during the fourth quarter of its fiscal year ending October 31, ~~2025~~2026, and is currently evaluating the effects that the adoption of this guidance will have on related disclosures.

ASU ~~2023~~2024-0903, ~~Improvements~~ toReporting Comprehensive Income ~~Tax~~- Expense Disaggregation Disclosures ("ASU ~~2023~~2024-~~09"~~03) - In ~~December~~November ~~2023~~2024, the FASB issued ASU No. ~~2023~~2024-0903, which requires ~~disaggregated~~additional information about aspecific ~~reporting~~expense ~~entity’s~~categories ~~effective~~in ~~tax~~the ~~rate~~notes ~~reconciliation as well as information on income taxes paid. The standard is intended~~ to ~~benefit~~financial ~~investors~~statements byfor ~~providing~~both ~~more~~interim ~~detailed~~and ~~income~~annual ~~tax~~reporting ~~disclosures that would be useful in making capital allocation decisions~~periods. This ASU is effective for public companies with annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, ~~2024~~2027, with early adoption permitted. The Company ~~will adopt the standard during the fourth quarter of its fiscal year ending October 31, 2026, and~~ is currently evaluating the effects ~~that~~of ~~the~~ adoption of this guidance will have on ~~related~~its ~~disclosures~~consolidated financial statements.

ASU 2024-03, Reporting Comprehensive Income - Expense Disaggregation Disclosures ("ASU 2024-03") - In November 2024, the FASB issued ASU No. 2024-03, which requires additional information about specific expense categories in the notes to financial statements for both interim and annual reporting periods. This ASU is effective for public companies with annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the effects that the adoption of this guidance will have on its consolidated financial statements. 8

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Note 3. Property, Plant and Equipment

The significant components of property, plant and equipment as of January 31, 2026 and October 31, 2025 are comprised of the following:

	As of January 31,			As of October 31,
(in thousands)	2026			2025
Land, building and improvements	$	33,139		$	32,874
Machinery and equipment		569,602			558,679
Transportation equipment		13,565			12,909
Furniture and office equipment		4,462			4,371
Accumulated depreciation		(205,302	)		(196,317	)
Property, plant and equipment, net	$	415,466		$	412,516

For the three months ended January 31, 2026 and 2025 depreciation expense is as follows:

	Three Months Ended January 31,
(in thousands)	2026		2025
Cost of operations	$	9,928	$	9,623
General and administrative expenses		529		549
Total depreciation expense	$	10,457	$	10,172

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Note 34. ~~Prepaid~~Goodwill ~~Expenses~~ and ~~Other~~Intangible ~~Current~~ Assets

The ~~significant~~Company ~~components~~has ofrecognized ~~prepaid~~goodwill ~~expenses~~ and ~~other~~certain ~~current~~intangible assets asin ~~of July~~connection ~~31,~~with ~~2025~~prior ~~and October~~business ~~31, 2024 are comprised of the following:~~combinations.

	As of July 31,		As of October 31,
(in thousands)	2025		2024
Expected recoveries related to self-insured commercial liabilities	$	902	$	3,155
Prepaid insurance		7,403		1,462
Prepaid licenses and deposits		1,518		884
Other current assets and prepaids		2,095		1,455
Total prepaid expenses and other current assets	$	11,918	$	6,956

There were no triggering events during the three months ended January 31, 2026. The Company will continue to evaluate its goodwill and intangible assets in future quarters.

~~Note~~The 4.following ~~Property~~table summarizes the composition of intangible assets as of January 31, ~~Plant~~2026 and October ~~Equipment~~31, 2025:

The significant components of property, plant and equipment as of July 31, 2025 and October 31, 2024 are comprised of the following:

	As of January 31,
	2026
	Weighted Average		Gross								Foreign Currency		Net
	Remaining Life		Carrying		Accumulated			Accumulated			Translation		Carrying
(in thousands)	(in Years)		Value		Impairment			Amortization			Adjustment		Amount
*Intangibles subject to amortization:*
Customer relationship		7.9	$	195,126	$	-		$	(157,377	)	$	1,479	$	39,228
Trade name		2.8		5,097		-			(3,872	)		417		1,642
Assembled workforce		0.1		1,650		-			(1,644	)		-		6
Noncompete agreements		1.7		1,200		-			(863	)		-		337
*Indefinite-lived intangible assets:*
Trade names (indefinite life)		-		55,500		(5,000	)		-			-		50,500
Total intangibles			$	258,573	$	(5,000	)	$	(163,756	)	$	1,896	$	91,713

	As of July 31,			As of October 31,
	As of October 31,
(in thousands)	2025			2024
	2025
Land, building and improvements	$	32,941		$	32,724
	Weighted Average			Gross									Foreign Currency		Net
Machinery and equipment		557,787			534,014
	Remaining Life			Carrying			Accumulated			Accumulated			Translation		Carrying
Transportation equipment		12,206			11,133
(in thousands)	(in Years)			Value			Impairment			Amortization			Adjustment		Amount
Furniture and office equipment		4,484			4,187
Intangibles subject to amortization:
Property, plant and equipment, gross		607,418			582,058
Customer relationship		8.1		$	195,126		$	-		$	(155,113	)	$	1,302	$	41,315
Less accumulated depreciation		(192,510	)		(166,332	)
Trade name		3.1			5,097			-			(3,731	)		343		1,709
Property, plant and equipment, net	$	414,908		$	415,726
Assembled workforce		0.3			1,650			-			(1,628	)		-		22
Noncompete agreements		2.0			1,200			-			(813	)		-		387
Indefinite-lived intangible assets:
Trade names (indefinite life)		-			55,500			(5,000	)		-			-		50,500
Total intangibles				$	258,573		$	(5,000	)	$	(161,285	)	$	1,645	$	93,933

~~For~~Amortization ~~the~~expense ~~three~~for ~~and~~the ~~nine~~three months ended ~~July~~ January 31, 2026 and 2025 was ~~and 2024~~$2.5 ~~depreciation~~million ~~expense~~and is$3.0 asmillion, ~~follows:~~respectively.

	Three Months Ended July 31,				Nine Months Ended July 31,
(in thousands)	2025		2024		2025		2024
Cost of operations	$	9,833	$	10,221	$	29,460	$	29,617
General and administrative expenses		895		560		1,994		1,728
Total depreciation expense	$	10,728	$	10,781	$	31,454	$	31,345

The changes in the carrying value of goodwill by reportable segment for the three months ended January 31, 2026 are as follows:

(in thousands)	*U.S. Concrete Pumping*		*U.K. Operations*		*U.S. Concrete Waste Management Services*		*Total*
Balance as of October 31, 2025	$	147,482	$	26,966	$	49,133	$	223,581
Foreign currency translation		-		1,207		-		1,207
Balance as of January 31, 2026	$	147,482	$	28,173	$	49,133	$	224,788

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Note 5. ~~Goodwill~~Long Term Debt and ~~Intangible~~Revolving ~~Assets~~Lines of Credit

The ~~Company~~table ~~has~~below ~~recognized~~is ~~goodwill~~a ~~and~~summary ~~certain~~of ~~intangible~~the ~~assets~~composition inof ~~connection~~the ~~with~~Company’s ~~prior~~debt ~~business~~balances ~~combinations.~~as of January 31, 2026 and October 31, 2025:

There were no triggering events during the nine months ended July 31, 2025. The Company will continue to evaluate its goodwill and intangible assets in future quarters.

			*January 31,*			*October 31,*
(in thousands)	*Interest Rates*	*Maturities*	*2026*			*2025*
Senior notes due 2032 - all long term	7.500%	February 2032		425,000			425,000
Total debt, gross				425,000			425,000
Less: Unamortized deferred financing costs offsetting long term debt				(6,825	)		(7,109	)
Long term debt, net of unamortized deferred financing costs			$	418,175		$	417,891

~~The~~Senior ~~following~~Notes ~~table~~- ~~summarizes~~2032 ~~the composition of intangible assets as of July 31, 2025 and October 31, 2024:~~Notes

	As of July 31,
	2025
	Weighted Average		Gross								Foreign Currency		Net
	Remaining Life		Carrying		Accumulated			Accumulated			Translation		Carrying
(in thousands)	(in Years)		Value		Impairment			Amortization			Adjustment		Amount
Intangibles subject to amortization:
Customer relationship		8.4	$	195,126	$	-		$	(152,452	)	$	1,321	$	43,995
Trade name		3.4		5,097		-			(3,590	)		351		1,858
Assembled workforce		0.6		1,650		-			(1,611	)		-		39
Noncompete agreements		2.2		1,200		-			(763	)		-		437
Indefinite-lived intangible assets:
Trade names (indefinite life)		-		55,500		(5,000	)		-			-		50,500
Total intangibles			$	258,573	$	(5,000	)	$	(158,416	)	$	1,672	$	96,829

On January 31, 2025, Brundage-Bone Concrete Pumping Holdings Inc., a Delaware corporation (the "Issuer") and a wholly-owned subsidiary of the Company issued $425.0 million aggregate principal amount of its 7.500% Senior Notes due 2032 (the "2032 Notes"). Interest on the 2032 Notes accrues at a fixed rate of 7.500% per annum and is payable semi-annually on February 1st and August 1st of each year. The 2032 Notes will mature on February 1, 2032. The 2032 Notes are senior secured obligations and are secured by second‑priority liens on substantially all assets of the Issuer and the guarantors, subject to first‑priority liens securing obligations under the ABL Facility (as defined below). As of January 31, 2026, there were no material changes to the terms of our long-term debt and as of that date, the Company was in compliance with all covenants under the Indenture. For further information, see Note 7 of the notes to consolidated financial statements in our Annual Report.

	As of October 31,
	2024
	Weighted Average		Gross								Foreign Currency		Net
	Remaining Life		Carrying		Accumulated			Accumulated			Translation		Carrying
(in thousands)	(in Years)		Value		Impairment			Amortization			Adjustment		Amount
Intangibles subject to amortization:
Customer relationship		9.1	$	195,126	$	-		$	(144,132	)	$	1,191	$	52,185
Trade name		4.1		5,097		-			(3,181	)		296		2,212
Assembled workforce		1.1		1,650		-			(1,522	)		-		128
Noncompete agreements		2.9		1,200		-			(613	)		-		587
Indefinite-lived intangible assets:
Trade names (indefinite life)		-		55,500		(5,000	)		-			-		50,500
Total intangibles			$	258,573	$	(5,000	)	$	(149,448	)	$	1,487	$	105,612

ABL Credit Facility

~~Amortization~~The ~~expense~~asset-backed ~~for~~loan ~~the~~credit ~~three months~~facility ~~ended July~~("ABL ~~31,~~Facility") ~~2025~~provides a maximum revolver available ~~and 2024 was~~of $2350.9 0 million, letter ~~and~~of credit sublimit of $332.7 5 million and matures on the earlier of (a) September 6, ~~respectively. Amortization~~2029 ~~expense~~or ~~for~~(b) the ~~nine~~date that is 180 days prior to (i) the final stated maturity date of the 2032 ~~months~~Notes ~~ended July~~or ~~31,~~(ii) ~~2025~~the date the 2032 Notes become due and ~~2024 was~~ $9payable.~~0 million~~ ~~and~~The ABL Facility also provides for an uncommitted accordion feature under which we can, subject to specified conditions, increase the ABL Facility by up to an additional $1125.~~5 million,~~0 ~~respectively~~million.

~~The~~There ~~changes~~was inno outstanding balance under the ~~carrying~~ABL ~~value~~Facility as of January ~~goodwill~~31, by2026 ~~reportable~~and ~~segment~~as ~~for~~of that date, the Company was in compliance ~~nine~~with ~~months~~all ~~ended~~debt covenants. Borrowings are generally in the form of short-term fixed rate loans that can be extended to mature on the earlier of (a) ~~July~~September 316, ~~2025~~2029 ~~are~~or as(b) ~~follows:~~the date that is 180 days prior to (i) the final stated maturity date of the 2032 Notes or (ii) the date the 2032 Notes become due and payable. Amounts borrowed may be repaid at any time, subject to the terms and conditions of the agreement. The Company utilizes the ABL Facility to support its working capital arrangement.

(in thousands)	U.S. Concrete Pumping		U.K. Operations		U.S. Concrete Waste Management Services		Total
Balance as of October 31, 2024	$	147,482	$	26,381	$	49,133	$	222,996
Foreign currency translation		-		747		-		747
Balance as of July 31, 2025	$	147,482	$	27,128	$	49,133	$	223,743

As of January 31, 2026 we had $297.3 million of available borrowing capacity under the ABL Facility, $1.1 million in credit line reserves and a letter of credit balance of $18.5 million. Debt issuance costs related to revolving credit facilities are capitalized and reflected as an asset in deferred financing costs in the accompanying condensed consolidated balance sheets and amortized over the term of the facility. The Company had capitalized debt issuance costs related to the revolving credit facilities of $1.9 million as of January 31, 2026.

For further information, see Note 7 of the notes to consolidated financial statements in our Annual Report.

Note 6. Accrued Payroll and Payroll Expense

The following table summarizes accrued payroll and expenses as of January 31, 2026 and October 31, 2025:

	As of January 31,		As of October 31,
(in thousands)	2026		2025
Accrued vacation	$	2,592	$	2,596
Accrued payroll		1,784		2,806
Accrued bonus		1,338		4,764
Accrued employee-related taxes		1,733		1,716
Other accrued		65		92
Total accrued payroll and payroll expenses	$	7,512	$	11,973

Note 7. Accrued Expenses and Other Current Liabilities

The following table summarizes accrued expenses and other current liabilities as of January 31, 2026 and October 31, 2025:

	As of January 31,		As of October 31,
(in thousands)	2026		2025
Accrued self-insured commercial liabilities	$	11,426	$	11,134
Accrued self-insured health liabilities		1,333		1,389
Accrued interest		15,938		7,969
Accrued equipment purchases		1,130		124
Accrued property, sales and use tax		3,415		3,811
Accrued professional fees		1,065		891
Other		4,069		3,412
Total accrued expenses and other current liabilities	$	38,376	$	28,730

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Note 68. ~~Long~~Stockholders’ ~~Term Debt and Revolving Lines of Credit~~Equity

The table below is a summary of the composition of the Company’s debt balances as of July 31, 2025 and October 31, 2024:

				July 31,			October 31,
(in thousands)	Interest Rates		Maturities	2025			2024
ABL Facility - short term	Varies		September 2029	$	-		$	20
Senior notes due 2026 - all long term		6.000%	February 2026		-			375,000
Senior notes due 2032 - all long term		7.500%	February 2032		425,000			-
Total debt, gross					425,000			375,020
Less: Unamortized deferred financing costs offsetting long term debt					(7,371	)		(1,740	)
Less: Current portion					-			(20	)
Long term debt, net of unamortized deferred financing costs				$	417,629		$	373,260

On January 31, 2025, Brundage-Bone Concrete Pumping Holdings Inc., a Delaware corporation (the "Issuer") and a wholly-owned subsidiary of the Company, closed its private offering of $425.0 million in aggregate principal amount of senior secured second lien notes due 2032 (the “2032 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"). The 2032 Notes were issued at par and bear interest at a fixed rate of 7.500% per annum. The Issuer’s obligations under the 2032 Notes are jointly and severally guaranteed on a senior secured basis by the Company, Concrete Pumping Intermediate Acquisition Corp. and each of the Issuer’s domestic, wholly-owned subsidiaries that is a borrower or a guarantor under the ABL Facility (collectively, the "Guarantors"). The proceeds from the 2032 Notes were used to pay the redemption price for all of the Company's outstanding 6.000% senior secured second lien notes due 2026 (the “2026 Notes”) and to pay related fees and expenses thereto. In addition, the remainder of the net proceeds, together with cash on hand, were used to pay a special cash dividend of $1.00 per share of common stock of the Company on February 3, 2025.

The pay-off of the 2026 Notes was treated as a debt extinguishment. In accordance with debt extinguishment accounting rules, the Company recorded $1.4 million in debt extinguishment costs related to the write-off of all unamortized deferred debt issuance costs that were related to the 2026 Notes and capitalized $7.9 million of debt issuance costs related to the 2032 Notes.

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Summarized terms of the 2032 Notes are as follows:

● Provides for an original aggregate principal amount of $425.0 million; ● The 2032 Notes will mature and be due and payable in full on February 1, 2032; ● The 2032 Notes bear interest at a rate of 7.500% per annum, payable on February 1st and August 1st of each year; ● The Notes are jointly and severally guaranteed on a senior secured basis by the Company, Concrete Pumping Intermediate Acquisition Corp. (“Intermediate Holdings”) and each of the Issuer’s domestic, wholly-owned subsidiaries (the “Guarantors”) that is a borrower under or guarantees the ABL Facility. The Notes and the guarantees will be secured on a second-priority basis by all the assets of the Issuer and the Guarantors that secure the obligations under the ABL Facility, subject to certain exceptions. The Notes and the guarantees will be the Issuer’s and the Guarantors’ senior secured obligations, will rank equally with all of the Issuer’s and the Guarantors’ existing and future senior indebtedness and will rank senior to all of the Issuer’s and the Guarantors’ existing and future subordinated indebtedness. The Notes will be structurally subordinated to all existing and future indebtedness and liabilities of the Company’s subsidiaries that do not guarantee the Notes. ● The Indenture contains certain covenants applicable to the Issuer and its restricted subsidiaries. These covenants limit, among other things, the Issuer’s ability and the ability of its restricted subsidiaries to: incur additional indebtedness and issue certain preferred stock; make certain investments, distributions and other restricted payments; create or incur certain liens; merge, consolidate or transfer all or substantially all assets; enter into certain transactions with affiliates; and sell or otherwise dispose of certain assets. These covenants are subject to important exceptions and qualifications.

The outstanding principal amount of the 2032 Notes as of July 31, 2025 was $425.0 million and as of that date, the Company was in compliance with all covenants under the Indenture.

On September 6, 2024, the ABL Facility was amended to, among other changes, (1) increase the maximum revolver borrowings available to be drawn thereunder from $225.0 million to $350.0 million, (2) increase the letter of credit sublimit from $22.5 million to $32.5 million and (3) extend the maturity of the ABL Facility to the earlier of (a) September 6, 2029 or (b) the date that is 180 days prior to (i) the final stated maturity date of the 2032 Notes or (ii) the date the 2032 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 $25.0 million. Of the $125.0 million in incremental commitments, $75.0 million was provided by Bank of America, N.A. and $50.0 million was provided by PNC Bank, N.A. The amended ABL Facility was treated as a debt modification. The Company capitalized an additional $1.2 million of debt issuance costs related to the September 6, 2024 ABL Facility amendment. The preexisting unamortized deferred costs of $1.4 million and the additional costs of $1.2 million are being amortized from September 6, 2024 through September 6, 2029.

There was no outstanding balance under the ABL Facility as of July 31, 2025 and as of that date, the Company was in compliance with all debt covenants. Borrowings are generally in the form of short-term fixed rate loans that can be extended to mature on the earlier of (a) September 6, 2029 or (b) the date that is 180 days prior to (i) the final stated maturity date of the 2032 Notes or (ii) the date the 2032 Notes become due and payable. Amounts borrowed may be repaid at any time, subject to the terms and conditions of the agreement.

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

In addition, as of July 31, 2025 the Company had $1.1 million in credit line reserves and a letter of credit balance of $16.2 million.

As of July 31, 2025 we had $317.0 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 condensed consolidated balance sheets. The Company had capitalized debt issuance costs related to the revolving credit facilities of $2.2 million as of July 31, 2025.

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Note 7. Stockholders’ Equity

Share Repurchase Program

In June 2025, the board of directors of the Company approved a $15.0 million increase to the Company’s share repurchase program. Including this increase, there have been a total of $50.0 million in authorizations since the inception of the share repurchase program in June 2022. In March 2025, the board of directors of the Company approved the extension of the expiration date of the existing share repurchase program, from March 31, 2025 to December 31, 2026.

The repurchase program permits shares to be repurchased in the open market, by block purchase, in privately negotiated transactions, in one or more transactions from time to time, or pursuant to any trading plan adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act"). Open market purchases will be conducted in accordance with the limitations set forth in Rule 10b-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 of directors 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 three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025. All repurchases were at market value.

Three Months Ended July 31,

Nine Months Ended July 31,

Three Months Ended January 31,

(in thousands, except price per share)

~~2025~~2026

~~2024~~2025

~~2025~~

~~2024~~

Shares repurchased

~~593~~651

~~371~~296

~~1,904~~

~~578~~

Total cost of shares repurchased

34,~~845~~082

21,~~460~~934

~~11,770~~

~~3,977~~

Average price per share

6.4827

6.6453

~~6.18~~

~~6.89~~

Note 89. Revenue Recognition

The table below summarizes our revenues as presented in our unaudited condensed consolidated statements of operations for the periods ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025 by revenue type:

Three Months Ended July 31,

Nine Months Ended July 31,

Three Months Ended January 31,

(in thousands)

~~2025~~2026

~~2024~~2025

~~2025~~

~~2024~~

Service revenue

9481,~~159~~652

~~100~~78,~~575~~028

~~257,379~~

~~289,262~~

Lease fixed revenue

65,~~077~~472

5,~~744~~000

~~16,683~~

~~15,516~~

Lease variable revenue

3,~~440~~437

3,~~298~~419

~~10,018~~

~~9,612~~

Total revenue

~~103~~90,~~676~~561

~~109~~86,~~617~~447

~~284,080~~

~~314,390~~

For further information, see Note 2 of the notes to consolidated financial statements in our Annual Report.

Note 910. Income Taxes

The following table summarizes income before income taxes and income tax expense for the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025:

	Three Months Ended July 31,						Nine Months Ended July 31,
	Three Months Ended January 31,
(in thousands)	~~2025~~2026			~~2024~~2025			~~2025~~		~~2024~~
Income before income taxes	$	5,032		$	10,641		$	1,351	$	11,030
Loss before income taxes	$	(3,544	)	$	(3,675	)
Income tax expense	$	1,333		$	3,081		$	295	$	4,250
Income tax benefit	$	(1,102	)	$	(1,036	)

For the three months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025, the Company’s effective tax rate was 2631.51% and 2928.02%, respectively. The comparability of the effective tax ~~rates~~rate ~~between~~was ~~both~~largely ~~periods~~driven ~~was~~by ~~primarily~~permanent ~~impacted~~differences. byWhile ~~disqualifying~~these ~~dispositions~~differences ondid ~~stock~~not ~~options~~quantitatively change, changes in ~~fiscal~~estimated annual income amplified their relative impact for the three months ended January 31, 2026 compared to January 31, 2025. This increase was partially offset by changes in the impacts from share-based compensation.

For the nine months ended July 31, 2025 and 2024, the Company’s effective tax rate was 21.8% and 38.5%, respectively. The comparability of effective tax rates between both periods was primarily impacted by excess tax deficiencies from share-based compensation in fiscal 2024. 12

On July 4, 2025, the U.S. government enacted The One Big Beautiful Bill Act of 2025 which includes, among other provisions, the reinstatement of bonus depreciation on qualified property and modifications to the calculation for excess business interest expense limitation under §163(j) to the current tax estimate. Changes in tax laws may affect recorded deferred tax assets and deferred tax liabilities and our effective tax rate in the future and we continue to evaluate the impacts the new legislation will have on the condensed consolidated financial statements. We do not expect any material change to our effective tax rate or cash flows in the current fiscal year as a result of these changes.

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Note 1011. Stock-Based Compensation

Pursuant to the Concrete Pumping Holdings, Inc. 2018 Omnibus Incentive Plan, the Company has granted stock-based awards to certain employees in the U.S. and U.K.

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

Three Months Ended July 31,

Nine Months Ended July 31,

Three Months Ended January 31,

(in thousands)

~~2025~~2026

~~2024~~2025

~~2025~~

~~2024~~

Compensation expense – restricted stock

~~475~~561

~~580~~332

~~1,298~~

~~1,710~~

Compensation expense – stock options

5157

6435

~~133~~

~~207~~

Total

~~526~~618

~~644~~367

~~1,431~~

~~1,917~~

~~Note~~Total 11cash payments to taxing authorities for employees' tax obligations related to restricted stock unit vesting's for the three months ended January 31, 2026 and 2025 were $0.5 million ~~Earnings~~and ~~Per~~$0.6 million, ~~Share~~respectively.

~~The~~Note ~~table~~12. ~~below~~Earnings ~~shows~~Per ~~our basic and diluted EPS calculations for the three and nine months ended July 31, 2025 and 2024:~~Share

	Three Months Ended July 31,						Nine Months Ended July 31,
(in thousands, except per share amounts)	2025			2024			2025			2024
Net income (loss) (numerator):
Net income attributable to Concrete Pumping Holdings, Inc.	$	3,699		$	7,560		$	1,056		$	6,780
Less: Accretion of liquidation preference on preferred stock		(441	)		(440	)		(1,309	)		(1,310	)
Less: Undistributed earnings allocated to participating securities		-			(31	)		-			(41	)
Net income (loss) attributable to common stockholders (numerator for basic earnings per share)	$	3,258		$	7,089		$	(253	)	$	5,429
Add back: Undistributed earnings allocated to participating securities		-			31			-			41
Less: Undistributed earnings reallocated to participating securities		-			(31	)		-			(41	)
Numerator for diluted earnings per share	$	3,258		$	7,089		$	(253	)	$	5,429
Weighted average shares (denominator):
Weighted average shares - basic		51,696			53,699			52,435			53,556
Weighted average shares - diluted		51,906			53,775			52,435			54,191
Basic earnings per share	$	0.07		$	0.13		$	-		$	0.10
Diluted earnings per share	$	0.07		$	0.13		$	-		$	0.10

The table below shows our basic and diluted EPS calculations for the three months ended January 31, 2026 and 2025:

Certain outstanding stock awards, options and preferred stock as provided below were excluded from the diluted earnings per share calculation for the periods presented because they were anti-dilutive.

	*Three Months Ended January 31,*
(in thousands, except per share amounts)	*2026*			*2025*
Net loss (numerator):
Net loss attributable to Concrete Pumping Holdings, Inc.	$	(2,442	)	$	(2,639	)
Less: Accretion of liquidation preference on preferred stock		(441	)		(440	)
Net loss attributable to common stockholders (numerator for basic earnings per share)	$	(2,883	)	$	(3,079	)

Weighted average shares (denominator):
Weighted average shares - basic		51,009			53,045
Weighted average shares - diluted		51,009			53,045

Basic earnings per share	$	(0.06	)	$	(0.06	)
Diluted earnings per share	$	(0.06	)	$	(0.06	)

●Certain ~~For~~outstanding ~~the~~stock ~~three months ended July 31~~awards, options ~~2025,~~and preferred ~~2.5~~stock ~~million~~as ~~shares~~provided ofbelow ~~Series~~were Aexcluded ~~Preferred~~from ~~Stock,~~the ~~0.8~~diluted ~~million~~earnings ofper ~~restricted~~share ~~stock~~calculation ~~units~~for ~~and~~the ~~0.1~~periods ~~million~~presented ofbecause ~~outstanding~~they ~~options~~ were ~~excluded~~anti-dilutive. ● For the ~~nine~~three months ended January ~~July~~ 31, ~~2025~~2026, 2.5 million shares of Series A Preferred Stock, 1.0 1 million of restricted stock units and 0.1 2 million of outstanding options were excluded. ● For the three months ended January ~~July~~ 31, ~~2024~~2025, ~~0.6 million of outstanding stock awards and options and~~ 2.5 million shares of Series A Preferred Stock ~~were excluded. ● For the nine months ended July 31~~, ~~2024,~~ 0.43 million of ~~outstanding~~restricted stock ~~awards~~units and ~~options and 2~~0.51 million ~~shares~~ of ~~Series~~outstanding Aoptions ~~Preferred Stock~~ were excluded.

Dividends

~~During the nine months ended~~On ~~July~~January 3114, 2025, the Company's ~~paid~~ Board of Directors declared a special cash dividend of $1.00 per share of common stock, totaling approximately $53.1 million, to shareholders of record as of January 24, 2025, with a payment date on February 3, 2025.

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Note 1213. Supplemental Cash Flow Information

The table below shows supplemental cash flow information for the ~~nine~~three months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025:

	Nine Months Ended July 31,
	Three Months Ended January 31,
(in thousands)	~~2025~~2026			~~2024~~2025
Supplemental cash flow information:
Cash payments related to operating lease liabilities	$	31,~~897~~281		$	31,~~811~~253
Cash paid for interest	$	~~11,436~~22		$	1211,~~614~~394
Cash paid for income taxes	$	955		$	2,571
Cash refunded for income taxes	$	(200	)	$	-
Non-cash investing and financing activities:
Operating lease assets obtained in exchange for new operating lease liabilities	$	~~1,784~~908		$	~~6,109~~981

The table below shows property, plant and equipment acquired but not yet paid for as of ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025:

	As of July 31,
	As of January 31,
(in thousands)	~~2025~~2026		~~2024~~2025
Beginning of period:
PP&E acquired but not yet paid	$	~~1,591~~425	$	91,~~484~~591
End of period:
PP&E acquired but not yet paid	$	1,~~629~~429	$	12,~~453~~549

Note 1314. 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 were no changes since October 31, ~~2024~~2025 in the Company's valuation techniques used to measure fair value.

Long-term debt instruments

The Company's long-term debt instruments are recorded at their carrying values in the condensed consolidated balance sheet, which may differ from their respective fair values. The fair values of the long-term debt instruments are derived from Level 2 inputs. The fair value amount of the long-term debt instruments as of ~~July~~January 31, ~~2025~~2026 and October 31, ~~2024~~2025 is presented in the table below based on the prevailing interest rates and trading activity of the Senior Notes.

	As of July 31,				As of October 31,
	As of January 31,				As of October 31,
	2025				2024
	2026				2025
(in thousands)	Carrying Value		Fair Value		Carrying Value		Fair Value
2026 Notes	$	-	$	-	$	375,000	$	372,656
2032 Notes	$	425,000	$	426,063	$	425,000	$	427,656
2032 Notes	$	425,000	$	420,750	$	-	$	-

All other non-financial assets

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

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Note 1415. Commitments and Contingencies

Insurance

Commercial Self-Insured Losses

The Company retains a significant portion of the risk for workers' compensation, automobile, and general liability losses ("self-insured commercial liability"). Reserves have been recorded that reflect the undiscounted estimated liabilities including claims incurred but not reported. When a recognized liability is covered by third-party insurance, the Company records an insurance claim receivable to reflect the covered liability. Amounts estimated to be paid within one year have been included in accrued expenses and other current liabilities, with the remainder included in other non-current liabilities on the condensed consolidated balance sheets. Insurance claims receivables that are expected to be received from third-party insurance within one year have been included in prepaid expenses and other current assets, with the remainder included in other non-current assets on the condensed consolidated balance sheets.

The following table summarizes as of ~~July~~January 31, ~~2025~~2026 and October 31, ~~2024~~2025 for (1) recorded liabilities, related to both asserted as well as unasserted insurance claims and (2) any related insurance claims receivables:

	Classification on the Condensed Consolidated Balance Sheets	As of July 31, 2025		As of October 31, 2024
		As of January 31, 2026		As of October 31, 2025
(in thousands)	Classification on the Condensed Consolidated Balance Sheets
Self-insured commercial liability, current	Accrued expenses and other current liabilities	$	1011,~~028~~426	$	1211,~~210~~134
Self-insured commercial liability, non-current	Other non-current liabilities		10,~~968~~458		1210,~~332~~789
Total self-insured commercial liabilities		$	2021,~~996~~884	$	2421,~~542~~923
Expected recoveries related to self-insured commercial liabilities, current	Prepaid expenses and other current assets	$	~~902~~946	$	~~3,155~~954
Expected recoveries related to self-insured commercial liabilities, non-current	Other non-current assets		10,~~968~~458		1210,~~170~~789
Total expected recoveries related to self-insured commercial liabilities		$	11,~~870~~404	$	1511,~~325~~743
Total self-insured commercial liability, net of expected recoveries		$	910,~~126~~480	$	910,~~217~~180

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. The Company contracts with a third-party administrator for tasks including, but not limited to, processing claims and remitting benefits. The third-party administrator requires the Company to maintain a bank account to facilitate the administration of claims.

As of ~~July~~January 31, ~~2025~~2026 and October 31, ~~2024~~2025, the Company had accrued $1.1 3 million and $1.74 million, respectively, for estimated health claims incurred but not reported based on historical claims amounts and average lag time. These accruals are included in accrued expenses and other current liabilities in the accompanying condensed consolidated balance sheets.

Litigation

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

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Washington Department of Revenue Sales Tax Issue

Historically, the Company has not charged sales tax to its Washington State customers that provide a reseller certificate, treating this as a wholesale transaction rather than as a retail sale. Effective April 1, 2020, the state of Washington Department of Revenue ("DOR") published a rule which amended Washington Administrative Code 458-20-211, otherwise known as Rule 211, by designating sales of stand-alone concrete pumping services as solely retail transactions. The Company sought to defend its position that no sales tax should be charged for customers that provide a reseller certificate. As such, for the period from April 1, 2020 through January 31, 2024, the Company did not charge sales tax where its customers provided a reseller certificate and petitioned for declaratory relief from the amended rule.

In February 2023, the Company received an adverse ruling from the Thurston County superior court in Washington State regarding its position, which it appealed. As of October 31, 2023, no liability had been recorded in connection with this contingency as a loss was not deemed probable at that time.

In February 2024, oral arguments were heard in the Court of Appeals in Tacoma, Washington and the Company received an unfavorable judgement during the same month. As a result of this unfavorable judgment, the Company concluded that loss is probable and therefore recorded a loss of $3.5 million. The loss is included in general and administrative expenses in the Company’s condensed consolidated financial statements for the three months ended January 31, 2024. During the quarter ended January 31, 2024, the Company made a payment of $1.8 million to the DOR. Beginning with the second quarter of fiscal year 2024, the Company started assessing sales tax related to its customers in the state of Washington.

Letters of credit

The ABL Facility provides for up to $32.5 million of standby letters of credit. As of ~~July~~January 31, ~~2025~~2026, total outstanding letters of credit totaled $1618.25 million, all of which had been committed to the Company's commercial insurance providers.

18 Note 16. Segment Reporting

The Company conducts business through three reportable segments based on geography and the nature of services sold, U.S. Concrete Pumping, U.S. Concrete Waste Management Services and U.K. Operations. Any differences between segment reporting and consolidated results are reflected in Other/Eliminations below or noted as intersegment amounts. All other non-segmented assets primarily include cash and cash equivalents and intercompany eliminations. The accounting policies of the segment reporting are the same as those described in Note 2 of our Annual Report.

The Company’s chief operating decision maker ("CODM"), who is the CEO of the Company, makes decisions and evaluates the performance of each segment based on segment adjusted EBITDA. This measure is reviewed in monthly performance reports and is used to assess operating results, compare profitability across segments, and support resource allocation decisions such as budgeting and long-term planning. Results are compared to both budgeted amounts and prior year amounts to provide context and evaluate performance trends. Segment adjusted EBITDA includes direct operating expenses that are attributable to each segment and are regularly reviewed by the CODM. These direct operating expenses include employee cost of operations expenses, repairs and maintenance, fuel, and employee general and administrative ("G&A") expenses. Prior to the fourth quarter of 2025, the CODM evaluated segment performance using segment EBITDA, which included results after allocated corporate expenses, loss on extinguishment of debt, stock-based compensation, other expense (income), net, and other adjustments. Beginning in the fourth quarter of 2025, the CODM transitioned to using segment adjusted EBITDA as the measure of profit and loss. Segment adjusted EBITDA excludes the above allocations and adjustments, consistent with how the CODM now evaluates performance and allocates resources.

The following items are excluded from our segment adjusted EBITDA results as they are managed centrally, not regularly provided to our CODM by segment and are not used in evaluating segment performance or resource allocation decisions:

●

Depreciation and amortization

●

Interest expense and amortization of deferred financing costs, net of interest income

●

Unallocated corporate expenses – These are central shared costs managed separately and included in "unallocated corporate expenses" in the tables below.

●

Loss on debt extinguishment

●

Stock-based compensation

●

Other expense (income), net

●

Other adjustments

Table of Contents

~~Note~~The ~~15.~~following ~~Segment~~tables ~~Reporting~~summarize the Company’s segment results, provide a reconciliation of total segment adjusted EBITDA to loss before income taxes and discloses other segmented balances or expenditures for the three months ending January 31, 2026 and 2025:

The Company’s revenues are derived from three reportable segments: U.S. Concrete Pumping, U.S. Concrete Waste Management Services and U.K. Operations. Any differences between segment reporting and consolidated results are reflected in Intersegment or Other below. All Other non-segmented assets primarily include cash and cash equivalents and intercompany eliminations. The Company evaluates the performance of each segment based on revenue, and measures segment performance based upon EBITDA (earnings before interest, taxes, depreciation and amortization).

	Three Months Ended January 31, 2026
(in thousands)	US Concrete Pumping		US Concrete Waste Management Services		UK Operations		Other / Eliminations			Total
Segment Revenue: ⁽¹⁾	$	59,941	$	18,072	$	12,548				$	90,561

Segment expenses:
Segment employee cost of operation expenses ⁽²⁾⁽³⁾		21,008		3,278		4,140					28,426
Repairs & maintenance ⁽²⁾		5,274		886		885					7,045
Fuel ⁽²⁾		3,091		710		1,064					4,865
Segment employee G&A expenses ⁽²⁾⁽⁴⁾		7,056		2,413		1,490					10,959
Other segment items ⁽⁵⁾		8,648		2,410		1,894					12,952
Total segment adjusted EBITDA	$	14,864	$	8,375	$	3,075				$	26,314

Reconciliation of segment adjusted EBITDA to income before taxes:
Depreciation and amortization ⁽⁶⁾										$	12,928
Interest expense and amortization of deferred financing costs, net of interest income											8,082
Unallocated corporate expenses											8,289
Stock-based compensation											618
Other income, net											(33	)
Other adjustments											(26	)
Loss before income taxes										$	(3,544	)

Other segment disclosures:
Total assets (at quarter end)	$	703,497	$	202,182	$	126,967	$	(148,920	)	$	883,726
Capital expenditures	$	6,355	$	1,252	$	1,909	$	-		$	9,516

The U.S. and U.K. regions each individually accounted for more than 10% of the Company's revenue for the periods presented.

	(1)	For the three* months ended January 31, 2026, intersegment revenue of $0.1 million is excluded from US Concrete Waste Management Services.*
	(2)	The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
	(3)	Employee cost of operations expenses include salaries, benefits and bonuses.
	(4)	Employee G&A expenses include salaries, benefits and bonuses.
	(5)	Other segment items primarily include expenses that are included in segment adjusted EBITDA but are not individually significant and regularly provided to the CODM, such as insurance, facilities costs, professional fees and subscriptions, and other minor operational costs.
	(6)	Depreciation expense is regularly provided to the CODM; however, only an immaterial portion of depreciation is directly expensed to the operating segments and included in the information regularly provided to the CODM. The remaining depreciation is excluded from the segment results and allocated along with other overhead costs, as it is not used by the CODM in assessing segment performance or allocating resources.

The table below shows changes from the recast of segment results for the three and nine months ended July 31, 2024:

	Three Months Ended July 31, 2024								Nine Months Ended July 31, 2024
(in thousands)	U.S. Concrete Pumping			U.S. Concrete Waste Management Services		U.K. Operations				U.S. Concrete Pumping			U.S. Concrete Waste Management Services			U.K Operations
As Previously Reported
Interest expense and amortization of deferred financing costs	$	5,585		$	-	$	733			$	17,577		$	-		$	2,167
Reportable segment EBITDA	$	20,156		$	7,313	$	3,981			$	43,216		$	18,881		$	11,374
Recast Adjustment
Interest expense and amortization of deferred financing costs, net of interest income	$	(1,497	)	$	1,488	$	(48	)		$	(4,865	)	$	4,811		$	(93	)
Reportable segment EBITDA	$	(78	)	$	69	$	(48	)		$	2,132		$	(2,186	)	$	(93	)
Current Report as Recast
Interest expense and amortization of deferred financing costs, net of interest income	$	4,088		$	1,488	$	685			$	12,712		$	4,811		$	2,074
Reportable segment EBITDA	$	20,078		$	7,382	$	3,933			$	45,348		$	16,695		$	11,281

The following provides operating information about the Company's reportable segments for the periods presented:

	July 31,			October 31,
(in thousands)	2025			2024
Total Assets
U.S. Concrete Pumping	$	712,359		$	718,218
U.S. Concrete Waste Management Services		207,580			201,528
U.K. Operations		122,266			117,418
Reportable segment assets		1,042,205			1,037,164
Other		(156,174	)		(139,174	)
Total Assets	$	886,031		$	897,990

	Three Months Ended July 31,						Nine Months Ended July 31,
(in thousands)	2025			2024			2025			2024
Revenue
U.S. Concrete Pumping	$	69,271		$	75,213		$	188,293		$	216,514
U.S. Concrete Waste Management Services(1)		19,337			18,545			54,087			51,063
U.K. Operations		15,068			15,859			41,700			46,813
Total revenue	$	103,676		$	109,617		$	284,080		$	314,390
(1) For the three months ended July 31, 2025 and 2024, intersegment revenue of $0.2 million and $0.1 million, respectively, is excluded. For the nine months ended July 31, 2025 and 2024, intersegment revenue of $0.4 million and $0.3 million, respectively, is excluded.
EBITDA
U.S. Concrete Pumping	$	15,642		$	20,078		$	35,902		$	45,348
U.S. Concrete Waste Management Services		7,275			7,382			18,184			16,695
U.K. Operations		3,879			3,933			9,909			11,281
Reportable segment EBITDA		26,796			31,393			63,995			73,324
Interest expense and amortization of deferred financing costs, net of interest income		(8,126	)		(6,261	)		(22,222	)		(19,597	)
Reportable depreciation and amortization		(13,638	)		(14,491	)		(40,422	)		(42,827	)
Other		-			-			-			130
Total income before income taxes	$	5,032		$	10,641		$	1,351		$	11,030
Depreciation and amortization
U.S. Concrete Pumping	$	9,145		$	9,874		$	27,226		$	30,374
U.S. Concrete Waste Management Services		2,501			2,710			7,428			6,889
U.K. Operations		1,992			1,907			5,768			5,564
Total depreciation and amortization	$	13,638		$	14,491		$	40,422		$	42,827
Interest expense and amortization of deferred financing costs, net of interest income
U.S. Concrete Pumping	$	5,005		$	4,088		$	13,527		$	12,712
U.S. Concrete Waste Management Services		2,354			1,488			6,495			4,811
U.K. Operations		767			685			2,200			2,074
Total interest expense and amortization of deferred financing costs, net of interest income	$	8,126		$	6,261		$	22,222		$	19,597
Total capital expenditures
U.S. Concrete Pumping	$	8,246		$	818		$	14,958		$	14,509
U.S. Concrete Waste Management Services		4,277			3,845			10,506			9,944
U.K. Operations		2,200			4,004			8,705			10,388
Reportable segment capital expenditures		14,723			8,667			34,169			34,841
Other		16			-			61			2,643
Total capital expenditures	$	14,739		$	8,667		$	34,230		$	37,484

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The total assets by geographic location is provided to the CODM and is presented below. Revenues are attributable to countries based on the location of the customer. Total revenue, total assets and property, plant and equipment, net by geographic location for the periods presented are as follows:

	Three Months Ended January 31, 2025
(in thousands)	US Concrete Pumping		US Concrete Waste Management Services		UK Operations		Other / Eliminations			Total
Segment Revenue: ⁽¹⁾	$	56,914	$	16,693	$	12,840				$	86,447

Segment expenses:
Segment employee cost of operation expenses ⁽²⁾⁽³⁾		20,498		3,145		3,899					27,542
Repairs & maintenance ⁽²⁾		4,363		702		899					5,964
Fuel ⁽²⁾		2,959		647		1,184					4,790
Segment employee G&A expenses ⁽²⁾⁽⁴⁾		7,465		2,452		1,392					11,309
Other segment items ⁽⁵⁾		6,977		2,303		1,819					11,099
Total segment adjusted EBITDA	$	14,652	$	7,444	$	3,647				$	25,743

Reconciliation of segment adjusted EBITDA to income before taxes:
Depreciation and amortization ⁽⁶⁾										$	13,200
Interest expense and amortization of deferred financing costs, net of interest income											5,802
Unallocated corporate expenses											8,732
Loss on debt extinguishment											1,392
Stock-based compensation											367
Other income, net											(34	)
Other adjustments											(41	)
Loss before income taxes										$	(3,675	)

Other segment disclosures:
Total assets (at quarter end)	$	741,151	$	193,548	$	113,544	$	(135,358	)	$	912,885
Capital expenditures	$	2,185	$	1,967	$	1,678	$	11		$	5,841

		As of		As of
	(1)	For the three months ended January 31, 2025, intersegment revenue of $0.1 million is excluded from US Concrete Waste Management Services.
		July 31,		October 31,
	(2)	The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
(in thousands)		2025		2024
	(3)	Employee cost of operations expenses include salaries, benefits and bonuses.
Total Assets
	(4)	Employee G&A expenses include salaries, benefits and bonuses.
U.S.		$	763,765	$	780,572
	(5)	Other segment items primarily include expenses that are included in segment adjusted EBITDA but are not individually significant and regularly provided to the CODM, such as insurance, facilities costs, professional fees and subscriptions, and other minor operational costs.
U.K.			122,266		117,418
	(6)	Depreciation expense is regularly provided to the CODM; however, only an immaterial portion of depreciation is directly expensed to the operating segments and included in the information regularly provided to the CODM. The remaining depreciation is excluded from the segment results and allocated along with other overhead costs, as it is not used by the CODM in assessing segment performance or allocating resources.
Total Assets		$	886,031	$	897,990
Property, plant and equipment, net
U.S.		$	350,209	$	353,895
U.K.			64,699		61,831
Property, plant and equipment, net		$	414,908	$	415,726

	Three Months Ended July 31,				Nine Months Ended July 31,
(in thousands)	2025		2024		2025		2024
Revenue by geography
U.S.	$	88,608	$	93,758	$	242,380	$	267,577
U.K.		15,068		15,859		41,700		46,813
Total revenue	$	103,676	$	109,617	$	284,080	$	314,390

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following management’s discussion and analysis together with Concrete Pumping Holdings, Inc.’s (the "Company", "we", "us" or "our") condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report. All references to "Notes" in this Item 2 of Part I refer to the notes to condensed consolidated financial statements included in Item 1 of Part I of this Report. All references to "Annual Report" refers to our Form 10-K for the year ended October 31, ~~2024~~2025 filed with the SEC on January 1013, ~~2025~~2026.

Cautionary Statement Concerning Forward-Looking Statements and Risk Factors Summary

Certain statements in this Quarterly Report on Form 10-Q ("Report") constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, among other things, statements regarding our business, financial condition, results of operations, cash flows, strategies and prospects. These forward-looking statements may be identified by terminology such as "likely," "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "continue" or the negative of such terms and other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements contained in this Report are reasonable, we cannot guarantee future results.

The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects. These statements involve known and unknown risks, uncertainties (some of which are beyond our control) and other factors that may cause the actual results, performance or achievements of the Company to be materially different from those expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to, the items in the following:

	●	the adverse impact of recent inflationary pressures, including increases in fuel costs, global economic conditions and events related to these conditions;
	●	general economic and business conditions, which may affect demand for commercial, infrastructure, and residential construction and adverse effects of major endemics or pandemics on our business;
	●	seasonal and inclement weather conditions, which impede the installation of ready-mixed concrete;
	●	the cyclical nature of, and changes in, the real estate and construction markets, including pricing changes by our competitors;
	●	our ability to successfully implement our operating strategy;
	●	our ability to successfully identify, manage and integrate acquisitions;
	●	changes in foreign trade policies and other factors beyond our control;
	●	our ability to maintain effective internal controls necessary to provide reliable financial reports;
	●	governmental requirements and initiatives, including those related to mortgage lending, financing or deductions, funding for public or infrastructure construction, land usage, and environmental, health, and safety matters;
	●	our ability to maintain favorable relationships with third parties who supply us with equipment and essential supplies;
	●	our ability to retain key personnel and maintain satisfactory labor relations;
	●	disruptions, uncertainties or volatility in the credit markets that may limit our, our suppliers’ and our customers’ access to capital;
	●	personal injury, property damage, results of litigation, proceedings, adverse rulings, other claims and insurance coverage issues;
	●	our substantial indebtedness and the restrictions imposed on us by the terms of our indebtedness;
	●	the effects of currency fluctuations on our results of operations and financial condition; and
	●	our ability to monitor, protect and reduce disruptions to our information technology systems from cybersecurity threats and incidents;
	●	other factors as described in the section entitled "Risk Factors" in our Annual Report.

Our forward-looking statements speak only as of the date of this Report or as of the date they are made, and we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. However, any further disclosures made on related subjects in subsequent reports on Forms 10-K, 10-Q and 8-K should be considered.

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Business Overview

The Company is a Delaware corporation headquartered in Thornton, Colorado. The unaudited condensed consolidated financial statements included herein include the accounts of Concrete Pumping Holdings, Inc. and its wholly owned subsidiaries including Brundage-Bone Concrete Pumping, Inc. ("Brundage-Bone"), Camfaud Group Limited ("Camfaud") and Eco-Pan, Inc. ("Eco-Pan").

As part of the Company’s business growth and capital allocation strategy, the Company views strategic acquisitions as opportunities to enhance our value proposition through differentiation and competitiveness. Depending on the deal size and characteristics of the M&A opportunities available, we expect to allocate capital for opportunistic M&A utilizing cash on the balance sheet and the Company's revolving line of credit.

U.S. Concrete Pumping

All branches operating within our U.S. Concrete Pumping segment are concrete pumping service providers in the United States ("U.S."). Our U.S. Concrete Pumping core business is the provision of concrete pumping services to general contractors and concrete finishing companies in the commercial, infrastructure and residential sectors. Equipment generally returns to a "home base" nightly and these branches do not contract to purchase, mix, or deliver concrete. This segment primarily consists of our Brundage-Bone business which has approximately 95 branch locations across 23 states with its corporate headquarters in Thornton, Colorado.

U.S. Concrete Waste Management Services

Our U.S. Concrete Waste Management Services segment consists of our U.S. based Eco-Pan business. Eco-Pan ~~provides~~is a ~~industrial~~leading ~~cleanup~~provider ~~and~~of ~~containment~~concrete waste management services in the U.S, ~~primarily~~providing a full-service, route-based, cost-effective, regulation-compliant solution to ~~customers~~manage inenvironmental ~~the~~issues ~~construction~~caused ~~industry~~by concrete washout. Eco-Pan uses pans and roll-off containers specifically designed to hold waste products from concrete and other industrial cleanup operations. Eco-Pan has 23 operating locations across the U.S. with its corporate headquarters in Thornton, Colorado.

U.K. Operations

Our U.K. Operations segment consists of our Camfaud, Premier and U.K. based Eco-Pan businesses. Camfaud is a concrete pumping service provider primarily operating in the United Kingdom ("U.K. "). Our U.K. core business is primarily the provision of concrete pumping services to general contractors and concrete finishing companies in the commercial, infrastructure and residential sectors. Equipment generally returns to a "home base" nightly and does not contract to purchase, mix, or deliver concrete. Camfaud has approximately 35 branch locations throughout the U.K. and Republic of Ireland, with its corporate headquarters in Epping (near London), England. In addition, we have concrete waste management operations under our Eco-Pan brand name in the U.K. and currently operate from a shared Camfaud location.

~~Corporate ("Other")~~ 19

Our Corporate activities, referred to as "Other" in our financial statements, primarily relates to the change in fair value remeasurement of warrant liabilities leading up to their expiration.

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Results of Operations

The tables included in the period-to-period comparisons below provide summaries of our revenues and gross profits for our business segments for the three ~~and nine~~ months ended ~~July~~ January 31, ~~2025~~ 2026 and ~~2024~~2025.

Three Months Ended ~~July~~January 31, ~~2025~~2026 Compared to the Three Months Ended ~~July~~January 31, ~~2024~~2025

Revenue

	Three Months Ended July 31,				Change
	Three Months Ended January 31,				Change
(in thousands, unless otherwise stated)	~~2025~~2026		~~2024~~2025		$			%
Revenue
U.S. Concrete Pumping	$	6959,~~271~~941	$	7556,~~213~~914	$	(53,~~942~~027	)		(75.93	)%
U.S. Concrete Waste Management Services(1)		1918,~~337~~072		1816,~~545~~693		~~792~~1,379			48.3	%
U.K. Operations		1512,~~068~~548		1512,~~859~~840		(~~791~~292	)		(52.03	)%
Total revenue	$	~~103~~90,~~676~~561	$	~~109~~86,~~617~~447	$	(54,~~941~~114	)		~~(5.~~4.8	)%

(1) For both the three months ended ~~July~~January 31, ~~2025~~ 2026 and ~~2024~~2025, intersegment revenue of $0.21 million ~~and $0.1 million, respectively,~~ is excluded.

Total revenue. Total revenues were $~~103~~90.76 million for the three months ended ~~July~~January 31, ~~2025~~2026 compared to $~~109~~86.64 million for the three months ended ~~July~~January 31, ~~2024~~2025. Revenue by segment is further discussed below.

U.S. Concrete Pumping. Revenue for our U.S. Concrete Pumping segment ~~decreased~~increased by 7 5.93%, or $53.90 million, from $7556.29 million in the ~~third~~first quarter of fiscal ~~2024~~2025 to $6959.3 9 million for the ~~third~~first quarter of fiscal ~~2025~~ 2026, primarily attributable to a ~~decrease in volumes driven by~~ (1) ~~ongoing~~an ~~deferrals~~increase in commercial ~~construction demand~~ and ~~softness~~infrastructure inconstruction ~~residential~~volumes ~~demand~~and pricing, mostly ~~due~~ related to ~~economic~~growing ~~and~~data ~~market~~center ~~uncertainty~~and ~~from~~infrastructure ~~high interest rates~~projects, and (2) ~~higher~~generally ~~than~~more ~~normal~~favorable ~~rainfall~~weather inconditions ~~the~~across ~~Company's~~our ~~central~~U.S. ~~and~~regions. ~~southeastern~~These ~~regions in~~improvements ~~the~~were ~~months~~partially ofoffset ~~May~~by ~~and~~a ~~June.~~continued ~~Further,~~slowdown ~~while~~in welight ~~have~~commercial ~~not~~construction ~~been~~demand ~~directly~~and ~~impacted~~subdued byresidential ~~tariffs~~construction demand, ~~the~~mostly ~~added~~due ~~uncertainly~~to ~~surrounding~~high ~~tariffs~~interest ~~has~~rates ~~contributed~~and toeconomic ~~the~~uncertainty ~~deferral~~around oftariffs ~~certain~~through ~~commercial~~the ~~construction~~first ~~projects~~quarter of 2026.

U.S. Concrete Waste Management Services. Revenue for the U.S. Concrete Waste Management Services segment improved by 4 8.3%, or $01.84 million, from $1816.57 million in the ~~third~~first quarter of fiscal ~~2024~~2025 to $1918.3 1 million for the ~~third~~first quarter of fiscal ~~2025~~2026. The increase in revenue was driven by organic volume growth and pricing improvements.

U.K. Operations. Revenue for our U.K. Operations segment decreased by 5 2.03%, or $0.8 3 million , from $1512.98 million in the ~~third~~first quarter of fiscal ~~2024~~2025 to $1512.1 5 million for the ~~third~~first quarter of fiscal ~~2025~~2026. Excluding the impact from foreign currency translation, revenue was down 108.0% year-over-year, due to lower volumes caused by a continued slowdown in commercial construction demand.

Gross Profit and Gross Margin

	Three Months Ended July 31,						Change
	Three Months Ended January 31,						Change
(in thousands, unless otherwise stated)	~~2025~~2026			~~2024~~2025			$			%
Gross Profit and Gross Margin
Gross Profit	$	4031,~~389~~964		$	4431,~~505~~235		$	~~(4,116~~729	)		~~(9.~~2.3	)%
Gross Margin		3935.03	%		4036.61	%

Gross margin. Our gross margin for the ~~third~~first quarter of fiscal ~~2025~~2026 was 39 35.03% compared to 40 36.61% in the ~~third~~first quarter of fiscal ~~2024~~2025. The slight decrease in gross margin was primarily related to ~~decreases~~increases in ~~revenue~~commercial asinsurance ~~discussed above~~ expense and ~~reduced~~repair ~~operator~~ and ~~mechanic~~maintenance ~~labor utilization as a result of the declining commercial construction revenue volumes~~activity.

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General and administrative expenses

General and administrative expenses ("G&A"). G&A expenses for the three months ended ~~July~~January 31, ~~2025~~2026 were $27.5 million, a decrease of $0.43 million from $27.98 million in the three months ended ~~July~~January 31, ~~2024~~2025. G&A expenses as a percent of revenue were 2630.54% for the ~~third~~first quarter of fiscal ~~2025~~2026 compared to 2532.52% for the same period a year ago.

For the ~~third~~first quarter of fiscal ~~2025~~2026, excluding amortization of intangible assets of $2.95 million, depreciation expense of $0.95 million, and stock-based compensation expense of $0.56 million, G&A expenses were $23.29 million (2226.4% of revenue). For the ~~third~~first quarter of fiscal ~~2024~~2025, excluding amortization of intangible assets of $3.7 0 million, depreciation expense of $0.6 5 million, and stock-based compensation expense of $0.6 4 million, G&A expenses were $23.0 9 million (2027.97% of revenue).

Total other income (expense)

Interest expense and amortization of deferred financing costs. Interest expense and amortization of deferred financing costs for the ~~third~~first quarter of fiscal ~~2025~~2026 was $8.4 million, up $2.12 million from $6.32 million in the ~~third~~first quarter of fiscal ~~2024~~2025. The increase was primarily attributable to the refinancing of our senior notes during the first quarter of fiscal 2025 resulting in an increase in interest expense of $2.3 million. ~~This was slightly offset by a reduction of interest expense from our ABL facility of $0.2 million as compared to the same quarter a year ago.~~

Debt extinguishment costs. On January 31, 2025, we closed on our private offering of $425.0 million in aggregate principal amount of senior secured second lien notes due 2032 and repaid all outstanding indebtedness under our then-existing senior notes due 2026. The $1.4 million in debt extinguishment costs incurred relate to the write-off of all unamortized deferred debt issuance costs that were related to the 2026 Notes.

Income tax expense

Income tax expense. For the three months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~ 2025 the Company’s effective tax rate was 2631.51% and 2928.02%, respectively. The comparability of the effective tax ~~rates~~rate ~~between~~was ~~both~~largely ~~periods~~driven ~~was~~by ~~primarily~~permanent ~~impacted~~differences. byWhile ~~disqualifying~~these ~~dispositions~~differences ondid ~~stock~~not ~~options~~quantitatively change, changes in ~~fiscal~~estimated annual income amplified their relative impact for the three months ended January 31, 2026 compared to January 31, 2025. This increase was partially offset by changes in the impacts from share-based compensation.

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Nine Months Ended July 31, 2025 Compared to the Nine Months Ended July 31, 2024

Revenue

	Nine Months Ended July 31,				Change
(in thousands, unless otherwise stated)	2025		2024		$			%
Revenue
U.S. Concrete Pumping	$	188,293	$	216,514	$	(28,221	)		(13.0	)%
U.S. Concrete Waste Management Services(1)		54,087		51,063		3,024			5.9	%
U.K. Operations		41,700		46,813		(5,113	)		(10.9	)%
Total revenue	$	284,080	$	314,390	$	(30,310	)		(9.6	)%

(1) For the nine months ended July 31, 2025 and 2024, intersegment revenue of $0.4 million and $0.3 million, respectively, is excluded.

Total revenue. Total revenues were $284.1 million for the nine months ended July 31, 2025 compared to $314.4 million for the nine months ended July 31, 2024. Revenue by segment is further discussed below.

U.S. Concrete Pumping. Revenue for our U.S. Concrete Pumping segment decreased by 13.0%, or $28.2 million, from $216.5 million in the nine months ended July 31, 2024 to $188.3 million for the nine months ended July 31, 2025 primarily attributable to a decrease in volumes driven by (1) a continued slowdown from deferrals in commercial construction demand and subdued residential construction demand, mostly due to high interest rates and economic uncertainty around extensions of U.S. tax policy and (2) significant disruptive weather events across the U.S. throughout the year. Further, while we have not been directly impacted by tariffs, the added uncertainly surrounding tariffs has contributed to the deferral of certain commercial construction projects.

U.S. Concrete Waste Management Services. Revenue for the U.S. Concrete Waste Management Services segment improved by 5.9%, or $3.0 million, from $51.1 million in the nine months ended July 31, 2024 to $54.1 million for the nine months ended July 31, 2025. The increase in revenue was driven by organic volume growth and pricing improvements.

U.K. Operations. Revenue for our U.K. Operations segment decreased by 10.9%, or $5.1 million, from $46.8 million in the nine months ended July 31, 2024 to $41.7 million for the nine months ended July 31, 2025. Excluding the impact from foreign currency translation, revenue was down 13.2% year-over-year, due to lower volumes caused by a slowdown in commercial construction demand.

Gross Profit and Gross Margin

	Nine Months Ended July 31,						Change
(in thousands, unless otherwise stated)	2025			2024			$			%
Gross Profit and Gross Margin
Gross Profit	$	107,806		$	119,586		$	(11,780	)		(9.9	)%
Gross Margin		37.9	%		38.0	%

Gross margin. Our gross margin for the nine months ended July 31, 2025 was 37.9% compared to 38.0% in the nine months ended July 31, 2024.

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General and administrative expenses

General and administrative expenses ("G&A"). G&A expenses for the nine months ended July 31, 2025 were $83.1 million, a decrease of $6.4 million from $89.5 million in the nine months ended July 31, 2024. G&A expenses as a percent of revenue were 29.3% for the nine months ended July 31, 2025 compared to 28.5% for the same period a year ago. The decrease in G&A expenses was largely due to (1) the non-recurring $3.5 million sales tax litigation-related charge in the first quarter of 2024 as a result of an adverse court ruling related to sales tax in Washington State, as further described in Note 14 in Part I. Item 1 of this Report, (2) a decrease in labor costs of $2.5 million as a result of reduced headcount and (3) a non-cash decrease in amortization expense of $2.5 million. These items were partially offset by (4) a decrease in foreign currency gains of $0.8 million, a decrease in gain on asset sales of $0.7 million and higher bank fees of $0.5 million.

For the nine months ended July 31, 2025, excluding amortization of intangible assets of $9.0 million, depreciation expense of $2.0 million, and stock-based compensation expense of $1.4 million, G&A expenses were $70.7 million (24.9% of revenue). For the nine months ended July 31, 2024, excluding amortization of intangible assets of $11.5 million, depreciation expense of $1.7 million, stock-based compensation expense of $1.9 million and non-recurring charges of $4.1 million which include $3.5 million related to the sales tax court ruling, G&A expenses were $70.3 million (22.4% of revenue).

Total other income (expense)

Interest expense and amortization of deferred financing costs. Interest expense and amortization of deferred financing costs for the nine months ended July 31, 2025 was $23.2 million, up $3.5 million from $19.7 million in the nine months ended July 31, 2024. The increase was primarily attributable to the refinancing of our senior notes during the first quarter of fiscal 2025 resulting in an increase in interest expense of $4.9 million. This was slightly offset by a reduction of interest expense from our ABL facility of $1.2 million as compared to the same period a year ago.

Debt extinguishment costs. On January 31, 2025, we closed on our private offering of $425.0 million in aggregate principal amount of senior secured second lien notes due 2032 and repaid all outstanding indebtedness under our then-existing senior notes due 2026. The $1.4 million in debt extinguishment costs incurred for the nine months ended July 31, 2025, relate to the write-off of all unamortized deferred debt issuance costs that were related to the 2026 Notes. There were no debt extinguishment costs for the nine months ended July 31, 2024.

Income tax expense

Income tax expense. For the nine months ended July 31, 2025 and 2024 the Company’s effective tax rate was 21.8% and 38.5%, respectively. The comparability of effective tax rates between both periods was primarily impacted by excess tax deficiencies from share-based compensation in fiscal 2024.

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Net Income (Loss) and Adjusted EBITDA Results

During the first quarter of fiscal year 2025, the Company updated its methodology in which the Company allocates its corporate costs to better align with the manner in which the Company now allocates resources and measures performance. As a result, segment results for prior periods have been reclassified to conform to the current period presentation.

	Net Income (Loss)
	Three Months Ended January 31,						Change
(in thousands, unless otherwise stated)	2026			2025				$		%
U.S. Concrete Pumping	$	(2,752	)	$	(3,080	)	$	328			10.6	%
U.S. Concrete Waste Management Services		653			224			429			191.5	%
U.K. Operations		(343	)		217			(560	)		(258.1	)%
Total	$	(2,442	)	$	(2,639	)	$	197			7.5	%


	Adjusted EBITDA
	Three Months Ended January 31,						Change
(in thousands, unless otherwise stated)	2026			2025				$		%
U.S. Concrete Pumping	$	9,696		$	9,159		$	537			5.9	%
U.S. Concrete Waste Management Services		6,029			5,024			1,005			20.0	%
U.K. Operations		2,300			2,828			(528	)		(18.7	)%
Total	$	18,025		$	17,011		$	1,014			6.0	%

~~The~~U.S. ~~Company~~Concrete ~~recast~~Pumping. Net loss for our U.S. Concrete Pumping segment ~~results~~was $2.8 million for the ~~three~~first ~~and~~quarter ~~nine~~of fiscal 2026 ~~months~~compared ~~ended~~to ~~July~~a 31net loss of $3.1 million for the first quarter of fiscal 2025. Adjusted EBITDA for our U.S. Concrete Pumping segment was $9.7 million for the first quarter of fiscal 2026, ~~2024~~up ~~are~~$0.5 million from ~~below:~~$9.2 million for the same period in fiscal 2025. The decrease in net loss was primarily driven by the increase in revenue as discussed above and a decrease in debt extinguishment costs, partially offset by an increase in interest expense and amortization of deferred financing costs as discussed above. The increase in adjusted EBITDA was primarily related to the increase in revenue as discussed above.

	Three Months Ended July 31, 2024												Nine Months Ended July 31, 2024
(in thousands)	Consolidated			U.S. Concrete Pumping			U.S. Concrete Waste Management Services			U.K. Operations			Consolidated			U.S. Concrete Pumping			U.S. Concrete Waste Management Services			U.K. Operations
As Previously Reported
Net income (loss)	$	7,560		$	3,535		$	3,120		$	905		$	6,780		$	(4,309	)	$	8,526		$	2,433
Interest expense and amortization of deferred financing costs		6,318			5,585			-			733			19,744			17,577			-			2,167
EBITDA		31,450			20,156			7,313			3,981			73,601			43,216			18,881			11,374
Stock-based compensation		644			644			-			-			1,917			1,917			-			-
Other expense (income), net		(276	)		(252	)		(3	)		(21	)		(360	)		(279	)		(10	)		(71	)
Other Adjustments		(180	)		(439	)		-			268			3,439			3,229			-			264
Adjusted EBITDA		31,638			20,100			7,310			4,228			78,467			48,029			18,871			11,567
Recast Adjustment
Net income (loss)	$	-		$	1,419		$	(1,419	)	$	-		$	-		$	6,997		$	(6,997	)	$	-
Interest expense and amortization of deferred financing costs		(57	)		(1,497	)		1,488			(48	)		(147	)		(4,865	)		4,811			(93	)
EBITDA		(57	)		(78	)		69			(48	)		(147	)		2,132			(2,186	)		(93	)
Stock-based compensation		-			(170	)		170			-			-			(520	)		520			-
Other expense (income), net		-			62			(62	)		-			-			65			(65	)		-
Other Adjustments		57			332			(332	)		48			147			(442	)		442			93
Adjusted EBITDA		-			155			(155	)		-			-			1,289			(1,289	)		-
Current Report as Recast
Net income (loss)	$	7,560		$	4,954		$	1,701		$	905		$	6,780		$	2,688		$	1,529		$	2,433
Interest expense and amortization of deferred financing costs, net of interest income		6,261			4,088			1,488			685			19,597			12,712			4,811			2,074
EBITDA		31,393			20,078			7,382			3,933			73,454			45,348			16,695			11,281
Stock-based compensation		644			474			170			-			1,917			1,397			520			-
Other expense (income), net		(276	)		(190	)		(65	)		(21	)		(360	)		(214	)		(75	)		(71	)
Other Adjustments		(123	)		(107	)		(332	)		316			3,586			2,787			442			357
Adjusted EBITDA		31,638			20,255			7,155			4,228			78,467			49,318			17,582			11,567

U.S. Concrete Waste Management Services. Net income for our U.S. Concrete Waste Management Services segment was $0.7 million for the first quarter of fiscal 2026 compared to a net income of $0.2 million for the first quarter of fiscal 2025. Adjusted EBITDA for our U.S. Concrete Waste Management Services segment was $6.0 million for the first quarter of fiscal 2026, up $1.0 million from $5.0 million for the same period in fiscal 2025. The increase in net income was primarily driven by the increase in revenue as discussed above and a decrease in debt extinguishment costs, partially offset by an increase in interest expense and amortization of deferred financing costs as discussed above. The increase in adjusted EBITDA was primarily related to the increase in revenue as discussed above.

27 U.K. Operations. Net loss for our U.K. Operations segment was $0.3 million for the first quarter of fiscal 2026 compared to net income of $0.2 million for the first quarter of fiscal 2025. Adjusted EBITDA for our U.K. Operations segment was $2.3 million for the first quarter of fiscal 2026, down $0.5 million from $2.8 million from the same period in fiscal 2025. Excluding the impact from foreign currency translation, the changes in net income and adjusted EBITDA were primarily related to the decrease in revenue as discussed above.

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	Net Income
	Three Months Ended July 31,				Change
(in thousands, unless otherwise stated)	2025		2024		$			%
U.S. Concrete Pumping	$	1,625	$	4,954	$	(3,329	)		(67.2	)%
U.S. Concrete Waste Management Services		1,391		1,701		(310	)		(18.2	)%
U.K. Operations		683		905		(222	)		(24.5	)%
Total	$	3,699	$	7,560	$	(3,861	)		(51.1	)%
	Adjusted EBITDA
	Three Months Ended July 31,				Change
(in thousands, unless otherwise stated)	2025		2024		$			%
U.S. Concrete Pumping	$	15,604	$	20,255	$	(4,651	)		(23.0	)%
U.S. Concrete Waste Management Services		7,371		7,155		216			3.0	%
U.K. Operations		3,868		4,228		(360	)		(8.5	)%
Total	$	26,843	$	31,638	$	(4,795	)		(15.2	)%

U.S. Concrete Pumping. Net income for our U.S. Concrete Pumping segment was $1.6 million for the third quarter of fiscal 2025 compared to a net income of $5.0 million for the third quarter of fiscal 2024. Adjusted EBITDA for our U.S. Concrete Pumping segment was $15.6 million for the third quarter of fiscal 2025, down $4.7 million from $20.3 million for the same period in fiscal 2024. The decrease in net income was primarily driven by the decrease in revenue and an increase in interest expense and amortization of deferred financing costs of $1.0 million as discussed above. The decrease in adjusted EBITDA was primarily related to the decrease in revenue volume as discussed above.

U.S. Concrete Waste Management Services. Net income for our U.S. Concrete Waste Management Services segment was $1.4 million for the third quarter of fiscal 2025 compared to a net income of $1.7 million for the third quarter of fiscal 2024. Adjusted EBITDA for our U.S. Concrete Waste Management Services segment was $7.4 million for the third quarter of fiscal 2025, up $0.2 million from $7.2 million for the same period in fiscal 2024. The slight increase in adjusted EBITDA was primarily attributable to the improved year-over-year revenue and disciplined cost control.

U.K. Operations. Net income for our U.K. Operations segment was $0.7 million for the third quarter of fiscal 2025 compared to net income of $0.9 million for the third quarter of fiscal 2024. Adjusted EBITDA for our U.K. Operations segment was $3.9 million for the third quarter of fiscal 2025, down $0.4 million from $4.2 million from the same period in fiscal 2024. Excluding the impact from foreign currency translation, the changes in net income and adjusted EBITDA were primarily related to the decrease in revenue as discussed above.

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	Net Income (Loss)
	Nine Months Ended July 31,					Change
(in thousands, unless otherwise stated)	2025			2024		$			%
U.S. Concrete Pumping	$	(3,056	)	$	2,688	$	(5,744	)		*
U.S. Concrete Waste Management Services		2,817			1,529		1,288			84.2	%
U.K. Operations		1,295			2,433		(1,138	)		(46.8	)%
Other		-			130		(130	)		*
Total	$	1,056		$	6,780	$	(5,724	)		(84.4	)%
*Change is not meaningful
	Adjusted EBITDA
	Nine Months Ended July 31,					Change
(in thousands, unless otherwise stated)	2025			2024		$			%
U.S. Concrete Pumping	$	37,395		$	49,318	$	(11,923	)		(24.2	)%
U.S. Concrete Waste Management Services		19,081			17,582		1,499			8.5	%
U.K. Operations		9,875			11,567		(1,692	)		(14.6	)%
Total	$	66,351		$	78,467	$	(12,116	)		(15.4	)%

U.S. Concrete Pumping. Net loss for our U.S. Concrete Pumping segment was $3.1 million for the nine months ended July 31, 2025 compared to net income of $2.7 million for the nine months ended July 31, 2024. Adjusted EBITDA for our U.S. Concrete Pumping segment was $37.4 million for the nine months ended July 31, 2025, down $11.9 million from $49.3 million for the same period in fiscal 2024. These decreases were largely driven by the revenue decline as discussed above, while the impact on net loss was also impacted by the non-recurring $3.5 million sales tax litigation-related charge incurred in fiscal 2024, the loss on debt extinguishment of $0.9 million in the first quarter of 2025 and an increase in interest expense and amortization of deferred financing costs of $1.4 million.

U.S. Concrete Waste Management Services. Net income for our U.S. Concrete Waste Management Services segment was $2.8 million for the nine months ended July 31, 2025 compared to a net income of $1.5 million for the nine months ended July 31, 2024. Adjusted EBITDA for our U.S. Concrete Waste Management Services segment was $19.1 million for the nine months ended July 31, 2025, up $1.5 million from $17.6 million for the same period in fiscal 2024. The increases in net income and adjusted EBITDA were primarily attributable to the improved year-over-year revenue and disciplined cost control, while the impact on net income was also impacted by a decrease in tax expense of $2.0 million.

U.K. Operations. Net income for our U.K. Operations segment was $1.3 million for the nine months ended July 31, 2025 compared to net income of $2.4 million for the nine months ended July 31, 2024. Adjusted EBITDA for our U.K. Operations segment was $9.9 million for the nine months ended July 31, 2025, down $1.7 million from $11.6 million from the same period in fiscal 2024. Excluding the impact from foreign currency translation, the decreases in net income and adjusted EBITDA were primarily related to the decrease in revenue as described above.

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Liquidity and Capital Resources

Overview

Our capital structure is primarily a combination of (1) permanent financing, represented by stockholders’ equity; (2) zero-dividend convertible perpetual preferred stock; (3) long-term financing represented by our Senior Notes (as defined below) and (4) short-term financing under our ABL Facility (as defined below). Our primary sources of liquidity are cash generated from operations, available cash and cash equivalents and access to our revolving credit facility under our ABL Facility (as defined below), which provides for aggregate borrowings of up to $350.0 million, subject to a borrowing base limitation. We use our liquidity and capital resources to: (1) finance working capital requirements; (2) service our indebtedness; (3) purchase property, plant and equipment (4) finance strategic acquisitions; (5) repurchase shares and (6) pay dividends to our stockholders, as discussed further below. As of ~~July~~January 31, ~~2025~~2026, we had $4153.0 million of cash and cash equivalents and $~~317~~297.03 million of available borrowing capacity under the ABL Facility (as defined below), providing total available liquidity of $~~358~~350.03 million.

We believe our existing cash and cash equivalent balances, cash flow from operations and borrowing capacity under our ABL Facility will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months. Our future capital requirements may vary materially from those currently planned and will depend on many factors, including our rate of revenue growth, potential acquisitions and overall economic conditions. To the extent that current and anticipated future sources of liquidity are insufficient to fund our future business activities and requirements, we may be required to seek additional equity or debt financing. The sale of additional equity could result in dilution to our stockholders while the incurrence of additional debt could restrict our operations.

Material Cash Requirements

Our principal uses of cash historically have been to fund operating activities and working capital, purchases of property and equipment, strategic acquisitions, fund payments due under facility operating and finance leases, share repurchases, payment of dividends and to meet debt service requirements.

Our working capital surplus as of ~~July~~January 31, ~~2025~~2026 was $4856.49 million. We are in compliance with our debt covenants and believe that we have sufficient working capital to meet our material cash requirements for the foreseeable future.

The amount of our future capital expenditures will depend on a number of factors including general economic conditions and growth prospects. In response to changing economic conditions, we believe we have the flexibility to modify our capital expenditures by adjusting them (either up or down) to match our actual performance and business needs. Our gross capital expenditures for the ~~nine~~three months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025 were approximately $349.25 million and $~~37.~~5.8 million, respectively. See "Cash Flow" discussion below for more information.

To service our debt, we require a significant amount of cash. Our ability to pay interest and principal on our indebtedness will depend upon our future operating performance and the availability of borrowings under the ABL Facility and/or other debt and equity financing alternatives available to us, which will be affected by prevailing economic conditions and conditions in the global credit and capital markets, as well as financial, business and other factors, some of which are beyond our control. Based on our current level of operations and given the current state of the capital markets, we believe our cash flow from operations, available cash and available borrowings under the ABL Facility will be adequate to service our debt and meet our future liquidity needs for the foreseeable future. See "Senior Notes and ABL Facility" discussion below for more information.

Dividends

~~During~~On ~~the~~January ~~nine months ended July 31~~14, 2025, weour ~~paid~~ Board of Directors declared a special cash dividend of $1.00 per share, totaling $53.1 million, of common stock to shareholders of record as of January 24, 2025, with payment date on February 3, 2025. The dividend was funded with cash on hand and net proceeds from our new 2032 Notes (as defined below). The declaration of dividends on our common stock is discretionary and will be determined by our Board of Directors in its sole discretion and will depend on our business conditions, financial condition, earnings, liquidity and capital requirements, contractual restrictions and other factors.

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Future Contractual Obligations

For information regarding our future contractual obligations, see the MD&A discussion included in Item 7 of Part II of our Annual Report.

Senior Notes and ABL Facility

The table below is a summary of the composition of the Company’s debt balances as of July 31, 2025 and October 31, 2024:

				July 31,			October 31,
(in thousands)	Interest Rates		Maturities	2025			2024
ABL Facility - short term	Varies		September 2029	$	-		$	20
Senior notes due 2026 - all long term		6.000%	February 2026		-			375,000
Senior notes due 2032 - all long term		7.500%	February 2032		425,000			-
Total debt, gross					425,000			375,020
Less: Unamortized deferred financing costs offsetting long term debt					(7,371	)		(1,740	)
Less: Current portion					-			(20	)
Long term debt, net of unamortized deferred financing costs				$	417,629		$	373,260

On September 6, 2024, the ABL Facility was amended to, among other changes, (1) increase the maximum revolver borrowings available to be drawn thereunder from $225.0 million to $350.0 million, (2) increase the letter of credit sublimit from $22.5 million to $32.5 million and (3) extend the maturity of the ABL Facility to the earlier of (a) September 6, 2029 or (b) the date that is 180 days prior to (i) the final stated maturity date of the Senior Notes or (ii) the date the Senior Notes become due and payable. 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 $25.0 million. Of the $125.0 million in incremental commitments, $75.0 million was provided by Bank of America, N.A. and $50.0 million was provided by PNC Bank, N.A. The amended ABL Facility was treated as a debt modification. The Company capitalized an additional $1.2 million of debt issuance costs related to the September 6, 2024, ABL Facility amendment. The preexisting unamortized deferred costs of $1.4 million and the additional costs of $1.2 million are being amortized from September 6, 2024 through September 6, 2029.

There was no outstanding balance under the ABL Facility as of ~~July~~January 31, ~~2025~~2026 and as of that date, the Company was in compliance with all debt covenants. In addition, as of ~~July~~January 31, ~~2025~~2026, the Company had $1.1 million in credit line reserves and a letter of credit balance of $1618.25 million. As of ~~July~~January 31, ~~2025~~2026, we had $~~317~~297.03 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 condensed balance sheets. The Company had debt issuance costs related to the revolving credit facilities of $21.29 million as of ~~July~~January 31, ~~2025~~2026.

See Note 65 of Part I, Item I in this document for more information on the Senior Notes and ABL Facility.

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Cash Flows

Cash generated from operating activities typically reflects net income, as adjusted for non-cash expense items such as depreciation, amortization and stock-based compensation, and changes in our operating assets and liabilities. Generally, we believe our business requires a relatively low level of working capital investment due to low inventory requirements and timely customer payments due to daily billings for most of our services.

Cash flow provided by operating activities. Net cash provided by operating activities generally reflects the cash effects of transactions and other events used in the determination of net income or loss.

Net cash provided by operating activities during the ~~nine~~three months ended ~~July~~January 31, ~~2025~~2026 was $4921.94 million. The Company had a net ~~income~~loss of $12.14 million, which included net non-cash expense items of $4713.05 million. In addition, we had cash inflows related to a decrease in our working capital of $110.83 million. Cash inflows related to working capital activity include ana ~~increase~~decrease in ~~other~~receivables ~~operating liabilities~~ of $67.49 million and increases ain ~~decrease~~other inoperating ~~receivables~~liabilities of $41.49 million, ~~partially~~and accounts ~~offset~~payable ~~by an increase to other operating assets~~ of $71.06 million, anpartially ~~increase~~offset by increases to inventory of $10.4 8 million and a ~~decrease to~~other ~~accounts~~operating ~~payable~~assets of $0.63 million. ~~The increase~~ ~~in other operating liabilities is primarily related to the timing of our periodic senior notes interest payments.~~ The decrease in receivables is due to seasonal decreases in sales volumes during the ~~nine~~ three months ended ~~July~~ January 31, ~~2025~~2026. The increase in other operating ~~assets~~liabilities is ~~due~~primarily related to the timing of our ~~annual~~periodic ~~commercial~~senior ~~insurance~~notes ~~premium~~interest payments. ~~The~~partially ~~increase~~offset ~~in inventory was driven~~ by ~~increased~~payments ~~inventory~~on ~~levels~~operating leases. The ~~decrease~~increase in accounts payable is driven by the general timing of invoices.

Net cash provided by operating activities during the ~~nine~~three months ended ~~July~~January 31, ~~2024~~2025 was $646.50 million. The Company had a net ~~income~~loss of $62.86 million, which included net non-cash expense items of $5014.37 million. In addition, we had cash inflows related to a decrease in our working capital of $76.40 million. Cash inflows related to working capital activity include a decrease into ~~receivables~~other operating liabilities of $714.21 million, a decrease to accounts payable of $3.3 million, an increase in other operating ~~liabilities~~assets of $2.1.4 million and aan ~~decrease~~increase in inventory of $0.3 million., ~~These~~partially ~~were~~ offset by a decrease to receivables of $113.72 million. inThe ~~accounts~~decrease ~~payable and an increase~~ in other operating ~~assets~~liabilities ofis ~~$0.6~~mainly ~~million.~~due ~~The~~to ~~decrease~~a change in ~~receivables~~timing isof ~~due~~payment toof ~~decreases~~our in2026 ~~sales~~Notes ~~volumes~~due ~~during~~to the ~~nine~~refinancing ~~months~~activity ~~ended~~previously ~~July 31, 2024~~discussed. The decrease in accounts payable is driven by a ~~change~~slowdown in business activity and the general timing of invoices. The decrease in receivables is due to seasonal decreases in sales volumes during the three months ended January 31, 2025

Cash flow used in investing activities. Net cash used in operating activities generally reflects the cash outflows for property, plant and equipment.

We used $288.23 million to fund investing activities during the ~~nine~~three months ended ~~July~~January 31, ~~2025~~2026. The Company used $349.25 million for the purchase of property, plant and equipment, which was partially offset by $61.02 million in proceeds from the sale of property, plant and equipment.

We used $303.09 million to fund investing activities during the ~~nine~~three months ended ~~July~~January 31, ~~2024~~2025. The Company used $~~37.~~5.8 million for the purchase of property, plant and equipment, which was partially offset by $71.59 million in proceeds from the sale of property, plant and equipment.

Cash flow provided by (used in ) financing activities.

Net cash used in financing activities was $234.89 million for the ~~nine~~three months ended ~~July~~January 31, ~~2025~~2026. Cash used in financing activities included ~~$375.0 million in payments for the extinguishment~~ ~~of the 2026 Notes,~~ $534.~~1 million in dividends paid, $8.2~~6 million in ~~debt issuance costs paid related to the 2032 Notes and $12.3 million in~~ purchase of treasury stock, which included $114.71 million purchased under the share repurchase program and $0.65 million from the purchase of shares into treasury stock in order to fund the employee tax obligations for certain stock award vesting and stock option exercise activities. ~~These~~and ~~cash outflows were partially offset by~~ $~~425.~~0.3 million infor ~~proceeds~~other ~~from~~financing ~~the issuance of the 2032 Notes~~activities.

Net cash ~~used~~provided inby financing activities was $2440.80 million for the ~~nine~~three months ended ~~July~~January 31, ~~2024~~2025. Cash ~~used~~provided inby financing activities included $19425.0 million in ~~net~~proceeds from the issuance of the 2032 Notes, $375.0 million in payments ~~under~~for the ~~Company's~~extinguishment ~~ABL~~of ~~Facility~~the ~~and~~2026 Notes, $7.3 million in debt issuance costs paid related to the 2032 Notes and $2.6 million in purchase of treasury stock, which included $41.09 million purchased under the share repurchase program and $30.27 million ~~in outflows~~ from the purchase of shares into treasury stock in order to fund the employee tax obligations for certain stock award vesting and stock option exercise activities.

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Accounting and Other Reporting Matters

Non-GAAP Measures (EBITDA and Adjusted EBITDA)

We calculate EBITDA by taking GAAP net income and adding back interest expense and amortization of deferred financing costs, net of interest income, income taxes, depreciation and amortization. Adjusted EBITDA is calculated by taking EBITDA and adding back loss on debt extinguishment, stock-based compensation, ~~changes in the fair value of warrant liabilities,~~ other income, net, goodwill and intangibles impairment and other adjustments. Other adjustments include non-recurring expenses, non-cash currency gains/losses, transaction expenses and other items not necessarily indicative of our underlying operating performance. Transaction expenses represent expenses for legal, accounting, and other professionals that were engaged in the completion of acquisitions. Transaction expenses can be volatile as they are primarily driven by the size of a specific acquisition. As such, we exclude these amounts from Adjusted EBITDA for comparability across periods.

We believe these non-GAAP measures of financial results provide useful supplemental information to management and investors regarding certain financial and business trends related to our financial condition and results of operations, and as a supplemental tool for investors to use in evaluating our ongoing operating results and trends and in comparing our financial measures with competitors who also present similar non-GAAP financial measures. In addition, these measures (1) are used in quarterly and annual financial reports and presentations prepared for management, our board of directors and investors, and (2) help management to determine incentive compensation. EBITDA and Adjusted EBITDA have limitations and should not be considered in isolation or as a substitute for performance measures calculated under GAAP. These non-GAAP measures exclude certain cash expenses that we are obligated to make. In addition, other companies in our industry may calculate EBITDA and Adjusted EBITDA differently or may not calculate it at all, which limits the usefulness of EBITDA and Adjusted EBITDA as comparative measures.

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	Three Months Ended July 31,						Nine Months Ended July 31,
	Three Months Ended January 31,
(in thousands)	~~2025~~2026			~~2024~~2025			~~2025~~			~~2024~~
Consolidated
Net income	$	3,699		$	7,560		$	1,056		$	6,780
Net loss	$	(2,442	)	$	(2,639	)
Interest expense and amortization of deferred financing costs, net of interest income		8,~~126~~082			65,~~261~~802			~~22,222~~			~~19,597~~
Income tax expense		1,333			3,081			295			4,250
Income tax benefit		(1,102	)		(1,036	)
Depreciation and amortization		1312,~~638~~928			1413,~~491~~200			~~40,422~~			~~42,827~~
EBITDA		2617,~~796~~466			3115,~~393~~327			~~63,995~~			~~73,454~~
Loss on debt extinguishment		-			-1,392			~~1,392~~			-
Stock-based compensation		~~526~~618			~~644~~367			~~1,431~~			~~1,917~~
Change in fair value of warrant liabilities		-			-			-			(130	)
Other income, net		(33	)		(34	)
Other income, net		(228	)		(276	)		(290	)		(360	)
Other adjustments		(26	)		(41	)
Other adjustments(1)		(251	)		(123	)		(177	)		3,586
Adjusted EBITDA	$	18,025		$	17,011
Adjusted EBITDA	$	26,843		$	31,638		$	66,351		$	78,467
U.S. Concrete Pumping
U.S. Concrete Pumping
Net loss	$	(2,752	)	$	(3,080	)
Net income (loss)	$	1,625		$	4,954		$	(3,056	)	$	2,688
Interest expense and amortization of deferred financing costs, net of interest income		4,858			3,311
Interest expense and amortization of deferred financing costs, net of interest income		5,005			4,088			13,527			12,712
Income tax benefit		(1,249	)		(1,180	)
Income tax expense (benefit)		(133	)		1,162			(1,795	)		(426	)
Depreciation and amortization		8,422			9,075
Depreciation and amortization		9,145			9,874			27,226			30,374
EBITDA		9,279			8,126
EBITDA		15,642			20,078			35,902			45,348
Loss on debt extinguishment		-			862
Loss on debt extinguishment					-			862			-
Stock-based compensation		409			238
Stock-based compensation		359			474			968			1,397
Other income, net		(1	)		(13	)
Other income, net		(144	)		(190	)		(161	)		(214	)
Other adjustments		9			(54	)
Other adjustments(1)		(253	)		(107	)		(176	)		2,787
Adjusted EBITDA	$	9,696		$	9,159
Adjusted EBITDA	$	15,604		$	20,255		$	37,395		$	49,318
U.S. Concrete Waste Management Services
U.S. Concrete Waste Management Services
Net income	$	653		$	224
Net income	$	1,391		$	1,701		$	2,817		$	1,529
Interest expense and amortization of deferred financing costs, net of interest income		2,465			1,772
Interest expense and amortization of deferred financing costs, net of interest income		2,354			1,488			6,495			4,811
Income tax expense		306			83
Income tax expense		1,029			1,483			1,444			3,466
Depreciation and amortization		2,443			2,276
Depreciation and amortization		2,501			2,710			7,428			6,889
EBITDA		5,867			4,355
EBITDA		7,275			7,382			18,184			16,695
Loss on debt extinguishment		-			530
Loss on debt extinguishment					-			530			-
Stock-based compensation		209			129
Stock-based compensation		167			170			463			520
Other income, net		(12	)		(3	)
Other income, net		(71	)		(65	)		(86	)		(75	)
Other adjustments		(35	)		13
Other adjustments		-			(332	)		(10	)		442
Adjusted EBITDA	$	6,029		$	5,024
Adjusted EBITDA	$	7,371		$	7,155		$	19,081		$	17,582
U.K. Operations
U.K. Operations
Net income (loss)	$	(343	)	$	217
Net income	$	683		$	905		$	1,295		$	2,433
Interest expense and amortization of deferred financing costs, net of interest income		759			719
Interest expense and amortization of deferred financing costs, net of interest income		767			685			2,200			2,074
Income tax expense (benefit)		(159	)		61
Income tax expense		437			436			646			1,210
Depreciation and amortization		2,063			1,849
Depreciation and amortization		1,992			1,907			5,768			5,564
EBITDA		2,320			2,846
EBITDA		3,879			3,933			9,909			11,281
Other income, net		(20	)		(18	)
Other income, net		(13	)		(21	)		(43	)		(71	)
Adjusted EBITDA	$	2,300		$	2,828
Other adjustments		2			316			9			357
Adjusted EBITDA	$	3,868		$	4,228		$	9,875		$	11,567
Other
Net income	$	-		$	-		$	-		$	130
EBITDA		-			-			-			130
Change in fair value of warrant liabilities		-			-			-			(130	)
Adjusted EBITDA	$	-		$	-		$	-		$	-

1 Other adjustments include the adjustment for non-recurring expenses, non-cash currency gains/losses and transaction expenses. For the nine months ended July 31, 2024, other adjustments include a $3.5 million non-recurring charge related to sales tax litigation. See Note 14 in Part I, Item 1 of this report for more information. 25

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Critical Accounting Policies and Estimates

Our critical accounting policies and estimates are disclosed in the "Critical Accounting Policies and Estimates" section of our Annual Report. No modifications have been made during the ~~nine~~three months ended ~~July~~January 31, ~~2025~~2026 to these policies or estimates except for those noted in Note 2 to the condensed consolidated financial statements included within Item 1 of this report.

New Accounting Pronouncements

For information regarding recent accounting pronouncements, see Note 2 to the condensed consolidated financial statements included within Item 1 of this report for more information.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act; therefore, pursuant to Item 305(e) of the Regulation S-K, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of ~~July~~January 31, ~~2025~~2026 (as such term is defined in Rule 13a-15(e) under the Exchange Act). Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Based upon this evaluation, our Chief Executive Office and Chief Financial Officer concluded that, as of ~~July~~January 31, ~~2025~~2026, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended ~~July~~January 31, ~~2025~~2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II

Item 1. Legal Proceedings.

The information required with respect to this item can be found under "Commitments and Contingencies—Litigation" in Note 1415 of the notes to the condensed consolidated financial statements in this quarterly report and is incorporated by reference into this Item 1.

Item 1A. Risk Factors.

~~Other~~There ~~than as set forth below, there~~ have been no material changes to the Risk Factors previously disclosed in our Annual Report. For a detailed discussion of the risks that affect our business, please refer to the section entitled "Risk Factors" in the Annual Report.

Changes in foreign trade policies and other factors beyond our control may adversely impact our business and financial performance.

Economic impacts from tariffs and U.S. trade policy changes, including significant tariffs on imported goods, could have direct and/or indirect material adverse effects on our business. Our operations may be indirectly impacted as they are closely tied to residential, commercial, and infrastructure construction, which may face reduced demand if tariffs increase material costs or consumer prices, leading to economic slowdowns or project cancellations resulting in reduced demand for our concrete pumping and waste management services. Additionally, our reliance on international suppliers for certain key operational equipment directly exposes us to risks of cost increases or supply constraints. Our inability to mitigate these risks or adapt to rapidly changing trade environments could adversely affect our results of operations and financial performance.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer Purchases of Equity Securities

During the ~~third~~first quarter of ~~2025~~2026, under our share repurchase program, we repurchased an aggregate of ~~592~~650,~~655~~597 shares of our common stock for a total of $34.80 million at an average price of $6.4021 per share. The following table reflects issuer purchases of equity securities for the three months ended ~~July~~January 31, ~~2025~~2026:

ISSUER PURCHASES OF EQUITY SECURITIES

Period	Total Number of Shares Purchased			Average Price Paid Per Share (1)			Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)		Approximate Dollar Value of Shares that May Yet be Purchased under the Plans or Programs (in millions) (1,3)
May 1, 2025 - May 31, 2025		104,565		$	6.40			104,565	$	8.5
November 1, 2025 - November 30, 2025		241,579		$	6.15			241,579	$	17.1
June 1, 2025 - June 30, 2025		276,283			6.14			276,283		21.8
December 1, 2025 - December 31, 2025		163,464			6.63			163,464		16.0
July 1, 2025 - July 31, 2025		211,807			6.75			211,807		20.4
January 1, 2026 - January 31, 2026		326,002			6.10			245,554		14.5
Total		~~592~~731,~~655~~045	(4)	$	6.4024	(5)		~~592~~650,~~655~~597	$	2014.45

	(1)	Excludes commission cost and any applicable excise taxes incurred on share repurchases.
	(2)	From June 2022 through April 2025, the board of directors of the Company ~~has~~ approved (through various resolutions) an aggregate authorization of $35.0 million for the Company’s share repurchase program. In March 2025, the board of directors of the Company approved the extension of the expiration date of the existing share repurchase program from March 31, 2025 to December 31, 2026, which was announced March 11, 2025. Further, in June 2025, the board of directors of the Company approved an authorization of $15.0 million increase for the Company’s share repurchase program, which was announced June 5, 2025. This brings the total share repurchase program authorizations to $50.0 million.
	(3)	Dollar value of shares that may yet be purchased under the repurchase program is as of the end of the quarter covered by this Quarterly Report on Form 10-Q.
	(4)	Of the 731,045 shares included in this column, 650,597 were purchased under the share repurchase program and the remaining 80,448 shares reflect shares of common stock purchased into treasury stock in order to satisfy employee tax withholding obligations for the vesting of stock awards.
	(5)	Of the $6.24 per share included in this column, 650,597 were purchased under the share repurchase program at $6.21 per share and the remaining 80,448 shares reflect shares of common stock purchased into treasury stock at $6.47 per share in order to satisfy employee tax withholding obligations for the vesting of stock awards.

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Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

(a) None

(b) None

Item 6. Exhibits.

The documents set forth below are filed herewith or incorporated herein by reference to the location indicated.

Exhibit No.			Description
31.1			Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).
31.2			Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).
32.1			Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. Section 1350.
32.2			Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. Section 1350.
101.INS			Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH			Inline XBRL Taxonomy Extension Schema Document
101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document
104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CONCRETE PUMPING HOLDINGS, INC.


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

Dated: ~~September~~March 410, ~~2025~~2026

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Filing Compare · Concrete Pumping Holdings, Inc.