Quarterly Report for Quarter Ending July 31, 2026 (Form 10-Q)

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, 2025 filed with the SEC on January 13, 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.

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.

In recent years, we have successfully executed on our M&A strategy. This includes our April 2026 acquisition of Templant Hire Limited ("Templant") for total cash consideration, net of cash acquired, of $11.2 million. The acquisition broadened our service capabilities in the United Kingdom by adding temporary power solutions that are complementary to Camfaud's existing operations and customer relationships across the construction and infrastructure sectors. Management believes this expansion represents a strategic growth opportunity and is consistent with the Company's broader strategy of diversifying its service offerings within existing geographic markets.

The results of Templant's operations are included in the Company's consolidated financial statements under our U.K. Operations segment from April 1, 2026. Because Templant was acquired in April 2026 and operates in a new service line, period-over-period comparisons of certain revenue and operating metrics may not be fully comparable to prior periods.

See Note 3 of Part I, Item I in this document for more information on acquisition activity.

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 100 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 is a leading provider of concrete waste management services in the U.S, providing a full-service, route-based, cost-effective, regulation-compliant solution to manage environmental issues caused by concrete washout. Eco-Pan uses pans and roll-off containers specifically designed to hold waste products from concrete and other industrial cleanup operations. Eco-Pan has approximately 30 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, Templant 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 and temporary power operations. The concrete waste management operations are under our Eco-Pan brand name in the U.K. and currently operate from a shared Camfaud location. The temporary power operations are under our Templant brand name.

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 31, 2026 and 2025.

Three Months Ended July 31, 2026 Compared to the Three Months Ended July 31, 2025

Revenue

		Three Months Ended July 31,								Change
(in thousands, unless otherwise stated)		2026				2025				$				%
Revenue
U.S. Concrete Pumping		$	76,157			$	69,271			$	6,886				9.9	%
U.S. Concrete Waste Management Services(1)			21,946				19,337				2,609				13.5	%
U.K. Operations			18,663				15,068				3,595				23.9	%
Total revenue		$	116,766			$	103,676			$	13,090				12.6	%

(1) For the three months ended July 31, 2026 and 2025, intersegment revenue of $0.1 million and $0.2 million, respectively, is excluded.

Total revenue. Total revenues were $116.8 million for the three months ended July 31, 2026 compared to $103.7 million for the three months ended July 31, 2025. Revenue by segment is further discussed below.

U.S. Concrete Pumping. Revenue for our U.S. Concrete Pumping segment increased by 9.9%, or $6.9 million, from $69.3 million in the third quarter of fiscal 2025 to $76.2 million for the third quarter of fiscal 2026, primarily attributable to (1) higher commercial and infrastructure construction demand and pricing, strongly related to growing data center and infrastructure projects, and (2) generally more stable weather conditions across our U.S. regions. These improvements were partially offset by a continued slowdown in light commercial construction and subdued residential construction demand, mostly due to high interest rates and economic uncertainty through the third quarter of 2026.

U.S. Concrete Waste Management Services. Revenue for the U.S. Concrete Waste Management Services segment improved by 13.5%, or $2.6 million, from $19.3 million in the third quarter of fiscal 2025 to $21.9 million for the third quarter of fiscal 2026. The increase in revenue was driven by organic volume growth from growing commercial project demand including data center activity, infrastructure projects, and pricing improvements.

U.K. Operations. Revenue for our U.K. Operations segment increased by 23.9%, or $3.6 million, from $15.1 million in the third quarter of fiscal 2025 to $18.7 million for the third quarter of fiscal 2026, primarily driven by a $3.1 million contribution from Templant with the remaining increase driven by slightly higher pumping volumes. Excluding the impact of foreign currency translation, revenue increased 24.3% year-over-year.

Gross Profit and Gross Margin

		Three Months Ended July 31,								Change
(in thousands, unless otherwise stated)		2026				2025				$				%
Gross Profit and Gross Margin
Gross Profit		$	45,239			$	40,389			$	4,850				12.0	%
Gross Margin			38.7	%			39.0	%

Gross margin. Our gross margin for the third quarter of fiscal 2026 was 38.7% compared to 39.0% in the third quarter of fiscal 2025. The slight decrease in gross margin was primarily related to fuel cost inflation.

General and administrative expenses

General and administrative expenses ("G&A"). G&A expenses for the three months ended July 31, 2026 were $30.1 million, an increase of $2.6 million from $27.5 million in the three months ended July 31, 2025. G&A expenses as a percent of revenue were 25.8% for the third quarter of fiscal 2026 compared to 26.5% for the same period a year ago. The increase in G&A expenses was primarily driven by higher stock-based compensation expense of $0.8 million and higher professional fees of $0.4 million. The remaining increase is largely attributable to incremental G&A expenses from our recent acquisitions.

For the third quarter of fiscal 2026, excluding amortization of intangible assets of $2.4 million, stock-based compensation expense of $1.3 million, non-recurring expenses of $0.7 million and depreciation expense of $0.6 million, G&A expenses were $25.1 million (21.5% of revenue). For the third quarter of fiscal 2025, excluding amortization of intangible assets of $2.9 million, depreciation expense of $0.9 million, stock-based compensation expense of $0.5 million and non-recurring tax refunds of $0.3 million, G&A expenses were $23.5 million (22.7% of revenue). The increase in G&A expenses was primarily driven by the higher professional fees and incremental G&A expenses from our recent acquisitions.

Income tax expense (benefit)

Income tax expense (benefit). For the three months ended July 31, 2026 and 2025 the Company's effective tax rate was 28.5% and 26.5%, respectively. The comparability of the effective tax rate was largely driven by less favorable impacts from permanent items, including taxes on foreign earnings and the impacts from share-based compensation limitations.

Nine Months Ended July 31, 2026 Compared to the Nine Months Ended July 31, 2025

Revenue

		Nine Months Ended July 31,								Change
(in thousands, unless otherwise stated)		2026				2025				$				%
Revenue
U.S. Concrete Pumping		$	207,628			$	188,293			$	19,335				10.3	%
U.S. Concrete Waste Management Services(1)			60,362				54,087				6,275				11.6	%
U.K. Operations			46,133				41,700				4,433				10.6	%
Total revenue		$	314,123			$	284,080			$	30,043				10.6	%

(1) For the nine months ended July 31, 2026 and 2025, intersegment revenue of $0.2 million and $0.4 million, respectively, is excluded.

Total revenue. Total revenues were $314.1 million for the nine months ended July 31, 2026 compared to $284.1 million for the nine months ended July 31, 2025. Revenue by segment is further discussed below.

U.S. Concrete Pumping. Revenue for our U.S. Concrete Pumping segment increased by 10.3%, or $19.3 million, from $188.3 million in the nine months ended July 31, 2025 to $207.6 million for the nine months ended July 31, 2026, primarily attributable to (1) higher commercial and infrastructure construction demand and pricing, strongly related to growing data center and infrastructure projects, and (2) generally more favorable weather conditions across our U.S. regions. These improvements were partially offset by a continued slowdown in light commercial construction and subdued residential construction demand, mostly due to high interest rates and economic uncertainty through the third quarter of 2026.

U.S. Concrete Waste Management Services. Revenue for the U.S. Concrete Waste Management Services segment improved by 11.6%, or $6.3 million, from $54.1 million in the nine months ended July 31, 2025 to $60.4 million for the nine months ended July 31, 2026. The increase in revenue was driven by organic volume growth from growing commercial project demand including data center activity, infrastructure projects, and pricing improvements.

U.K. Operations. Revenue for our U.K. Operations segment increased by 10.6%, or $4.4 million, from $41.7 million in the nine months ended July 31, 2025 to $46.1 million for the nine months ended July 31, 2026, primarily driven by a $3.8 million contribution from Templant with the remaining increase driven by slight pricing improvements. Excluding the impact of foreign currency translation, revenue was up 7.1% year-over-year.

Gross Profit and Gross Margin

		Nine Months Ended July 31,								Change
(in thousands, unless otherwise stated)		2026				2025				$				%
Gross Profit and Gross Margin
Gross Profit		$	118,461			$	107,806			$	10,655				9.9	%
Gross Margin			37.7	%			37.9	%

Gross margin. Our gross margin for the nine months ended July 31, 2026 was 37.7% compared to 37.9% in the nine months ended July 31, 2025. The slight decrease in gross margin was primarily related to fuel cost inflation and higher repair and maintenance activity.

General and administrative expenses

General and administrative expenses ("G&A"). G&A expenses for the nine months ended July 31, 2026 were $86.8 million, an increase of $3.7 million from $83.1 million in the nine months ended July 31, 2025. G&A expenses as a percent of revenue were 27.6% for the nine months ended July 31, 2026 compared to 29.3% for the same period a year ago. The increase in G&A expenses is primarily related to an increase in stock-based compensation expense of $1.5 million, labor costs of $0.8 million and property and rent costs of $0.7 million, partially offset by a decrease in bank fees of $0.4 million. The remaining increase is largely attributable to incremental G&A expenses from our recent acquisitions.

For the nine months ended July 31, 2026, excluding amortization of intangible assets of $7.3 million, stock-based compensation expense of $2.9 million, depreciation expense of $1.7 million and non-recurring costs of $0.8 million, G&A expenses were $74.1 million (23.6% of revenue). For the nine months ended July 31, 2025, excluding amortization of intangible assets of $9.0 million, depreciation expense of $2.0 million, stock-based compensation expense of $1.4 million and non-recurring refunds of $0.2 million, G&A expenses were $70.9 million (25.0% of revenue). The increase in G&A expenses is primarily related to the increases in labor costs, rent costs and incremental G&A expenses from our recent acquisitions discussed above.

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, 2026 was $25.2 million, up $2.0 million from $23.2 million in the nine months ended July 31, 2025. The increase was attributable to the refinancing of our senior notes during the first quarter of fiscal 2025 resulting in an increase in interest expense of $2.0 million.

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 (benefit)

Income tax expense (benefit). For the nine months ended July 31, 2026 and 2025 the Company's effective tax rate was 30.4% and 21.8%, respectively. The comparability of the effective tax rate between both periods was primarily attributable to excess tax benefits recognized from stock vesting and option exercises in fiscal 2025.

Net Income (Loss) and Adjusted EBITDA Results

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, such as the acquisition of Templant and others; (5) repurchase shares and (6) pay dividends to our stockholders, as discussed further below. As of July 31, 2026, we had $43.0 million of cash and cash equivalents and $314.3 million of available borrowing capacity under the ABL Facility (as defined below), providing total available liquidity of $357.3 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 31, 2026 was $53.5 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 months ended July 31, 2026 and 2025 were approximately $51.1 million and $34.2 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 the nine months ended July 31, 2025, we paid a special cash dividend of $1.00 per share, totaling $53.1 million. The dividend was funded with cash on hand and net proceeds from our new 2032 Notes (as defined below).

On September 3, 2026, following approval by the Company's Board of Directors, the Company announced the initiation of a regular quarterly cash dividend program, and the Board declared an initial quarterly cash dividend of $0.13 per share of common stock. The initial dividend is payable on October 2, 2026, to stockholders of record at the close of business on September 18, 2026.

The Company currently intends to pay regular quarterly cash dividends. The declaration and payment of any future dividend, however, will be subject to the discretion of the Board of Directors and applicable law. Future dividend declarations, amounts, record dates and payment dates will depend on, among other things, the Company's results of operations, cash flows, financial condition, capital requirements, contractual restrictions, available cash and other factors the Board considers relevant at the applicable time. The Board may modify, suspend or discontinue the dividend program at any time, and the program does not obligate the Company to declare any future dividends.

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

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.

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 31, 2026 and as of that date, the Company was in compliance with all debt covenants. In addition, as of July 31, 2026, the Company had $1.1 million in credit line reserves and a letter of credit balance of $21.9 million. As of July 31, 2026, we had $314.3 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 unamortized debt issuance costs related to the revolving credit facilities of $1.6 million as of July 31, 2026.

See Note 7 of Part I, Item I in this document for more information on the Senior Notes and ABL Facility.

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 months ended July 31, 2026 was $53.6 million. The Company had net income of $5.0 million, which included net non-cash expense items of $47.6 million. In addition, we had cash inflows related to a decrease in our working capital of $1.0 million. Cash inflows related to working capital activity include an increase in other operating liabilities of $7.4 million and in accounts payable of $3.1 million, offset by increases to receivables of $7.1 million, inventory of $1.2 million and other operating assets of $1.2 million. The increase in other operating liabilities primarily related to the timing of our periodic senior notes interest payments. The increase in accounts payable is driven by the general timing of invoices. The increase in receivables is due to increases in sales volumes during the nine months ended July 31, 2026. The increase in other operating assets is primarily related to the timing of tax refunds in the U.K.

Net cash provided by operating activities during the nine months ended July 31, 2025 was $49.9 million. The Company had net income of $1.1 million, which included net non-cash expense items of $47.0 million. In addition, we had cash inflows related to a decrease in our working capital of $1.8 million. Cash inflows related to working capital activity include an increase in other operating liabilities of $6.4 million and a decrease in receivables of $4.4 million, partially offset by an increase to other operating assets of $7.0 million, an increase to inventory of $1.4 million and a decrease to accounts payable of $0.6 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 decreases in sales volumes during the nine months ended July 31, 2025. The increase in other operating assets is due to the timing of our annual commercial insurance premium payments. The increase in inventory was driven by increased inventory levels. The decrease in accounts payable is driven by the general timing of invoices.

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

We used $47.1 million to fund investing activities during the nine months ended July 31, 2026. The Company used $40.0 million for the purchase of property, plant and equipment and $11.1 million to fund the acquisition of Templant. These amounts were partially offset by $4.0 million in proceeds from the sale of property, plant and equipment.

We used $28.2 million to fund investing activities during the nine months ended July 31, 2025. The Company used $34.2 million for the purchase of property, plant and equipment, which was partially offset by $6.0 million in proceeds from the sale of property, plant and equipment.

Cash flow used in financing activities.

Net cash used in financing activities was $8.1 million for the nine months ended July 31, 2026. Cash used in financing activities included $7.3 million in purchase of treasury stock, which included $6.8 million purchased under the share repurchase program and $0.5 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 and $0.8 million for other financing activities.

Net cash used in financing activities was $23.8 million for the nine months ended July 31, 2025. Cash used in financing activities included $375.0 million in payments for the extinguishment of the 2026 Notes, $53.1 million in dividends paid, $8.2 million in debt issuance costs paid related to the 2032 Notes and $12.3 million in purchase of treasury stock, which included $11.7 million purchased under the share repurchase program and $0.6 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 cash outflows were partially offset by $425.0 million in proceeds from the issuance of the 2032 Notes.

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 transaction expenses, loss on debt extinguishment, stock-based compensation, other income, net, goodwill and intangibles impairment and other adjustments. Other adjustments include non-recurring expenses, non-cash currency gains/losses, research and development 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.

		Three Months Ended July 31,								Nine Months Ended July 31,
(in thousands)		2026				2025				2026				2025
Consolidated
Net income		$	4,931			$	3,699			$	5,037			$	1,056
Interest expense and amortization of deferred financing costs, net of interest income			8,213				8,126				24,504				22,222
Income tax expense			1,961				1,333				2,196				295
Depreciation and amortization			13,196				13,638				39,004				40,422
EBITDA			28,301				26,796				70,741				63,995
Transaction expenses			12				1				338				3
Loss on debt extinguishment			-				-				-				1,392
Stock-based compensation			1,282				526				2,922				1,431
Other income, net			(17	)			(228	)			(86	)			(290	)
Other adjustments			835				(252	)			927				(180	)
Adjusted EBITDA		$	30,413			$	26,843			$	74,842			$	66,351
U.S. Concrete Pumping
Net income (loss)		$	1,987			$	1,625			$	(50	)		$	(3,056	)
Interest expense and amortization of deferred financing costs, net of interest income			5,913				5,005				17,447				13,527
Income tax expense (benefit)			757				(133	)			165				(1,795	)
Depreciation and amortization			8,094				9,145				24,843				27,226
EBITDA			16,751				15,642				42,405				35,902
Transaction expenses			8				2				31				3
Loss on debt extinguishment			-				-				-				862
Stock-based compensation			879				359				1,993				968
Other income, net			(2	)			(144	)			(8	)			(161	)
Other adjustments			749				(255	)			766				(179	)
Adjusted EBITDA		$	18,385			$	15,604			$	45,187			$	37,395
U.S. Concrete Waste Management Services
Net income		$	2,420			$	1,391			$	4,986			$	2,817
Interest expense and amortization of deferred financing costs, net of interest income			2,296				2,354				7,053				6,495
Income tax expense			1,003				1,029				1,988				1,444
Depreciation and amortization			2,576				2,501				7,470				7,428
EBITDA			8,295				7,275				21,497				18,184
Transaction expenses			4				(1	)			16				-
Loss on debt extinguishment			-				-				-				530
Stock-based compensation			403				167				929				463
Other income, net			(8	)			(71	)			(33	)			(86	)
Other adjustments			91				1				148				(10	)
Adjusted EBITDA		$	8,785			$	7,371			$	22,557			$	19,081
U.K. Operations
Net income		$	524			$	683			$	101			$	1,295
Interest expense and amortization of deferred financing costs, net of interest income			4				767				5				2,200
Income tax expense			200				437				44				646
Depreciation and amortization			2,526				1,992				6,691				5,768
EBITDA			3,254				3,879				6,841				9,909
Transaction expenses			-				-				291				-
Other income, net			(7	)			(13	)			(45	)			(43	)
Other adjustments			(5	)			2				11				9
Adjusted EBITDA		$	3,242			$	3,868			$	7,098			$	9,875

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 months ended July 31, 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.