Annual Report for Fiscal Year Ending 10-31, 2025 (Form 10-K)

Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and related notes in Item 8 of this Annual Report. In addition to historical information, the following discussion contains forward-looking statements, such as statements regarding the Company's expectation for future performance, liquidity and capital resources that involve risks, uncertainties and assumptions that could cause actual results to differ materially from the Company's expectations. The Company's actual results may differ materially from those contained in or implied by any forward-looking statements. Factors that could cause such differences include those identified below and those described in "Cautionary Statement Concerning Forward-Looking Statements and Risk Factors Summary" and in Item 1A "Risk Factors" of this Annual Report on Form 10-K. The Company assumes no obligation to update any of these forward-looking statements.

Business Overview

The Company is a Delaware corporation headquartered in Thornton, Colorado. The audited 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 strategy and capital allocation policy, strategic acquisitions are considered 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 revolving line of credit.

The Company's sales are historically seasonal, with lower revenue in the first half and higher revenue in the second half of each fiscal 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.

U.S. Concrete Pumping

All branches operating within our U.S. Concrete Pumping segment are concrete pumping service providers in the U.S. Their 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 their 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 industrial cleanup and containment services, primarily to customers in the construction industry. Eco-Pan uses pans and roll-off containers specifically designed to hold waste products from concrete and other industrial cleanup operations. Eco-Pan has 22 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 in the U.K and its 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., 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")

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

2025 Senior Notes

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"). See Note 7 in Item 8 Financial Statements and Supplementary Data for more information on the 2032 Notes.

Results of Operations

Management's discussion and analysis for our results of operations on a consolidated and segment basis include a quantification of factors that had a material impact. Other factors that did not have a material impact, but that are significant to understand the results, are qualitatively described. The tables included in the period-to-period comparisons below provide summaries of our revenues, gross profits and net income for our business segments for the years ended October 31, 2025 and 2024.

Twelve Months Ended October 31, 2025 and 2024

Revenue

		Year Ended October 31,								Change
(in thousands, unless otherwise stated)		2025				2024				$				%
Revenue
U.S. Concrete Pumping		$	260,454			$	291,017			$	(30,563	)			(10.5	)%
U.S. Concrete Waste Management Services(1)			75,416				70,900				4,516				6.4	%
U.K. Operations			56,997				63,955				(6,958	)			(10.9	)%
Total revenue		$	392,867			$	425,872			$	(33,005	)			(7.7	)%

(1) For the year ended October 31, 2025 and 2024, intersegment revenue of $0.6 million and $0.4 million, respectively, is excluded.

Total revenue. Total revenues were $392.9 million for the twelve months ended October 31, 2025, compared to $425.9 million for the twelve months ended October 31, 2024. Revenue by segment is further discussed below.

U.S. Concrete Pumping. Revenue for our U.S. Concrete Pumping segment decreased by 10.5%, or $30.6 million, from $291.0 million in the twelve months ended October 31, 2024 to $260.5 million for the twelve months ended October 31, 2025. The change is attributable to a decrease in volumes, driven mostly by (1) a continued slowdown in commercial and residential construction demand, 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 increased by 6.4%, or $4.5 million, from $70.9 million in the twelve months ended October 31, 2024 to $75.4 million for the twelve months ended October 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 $7.0 million, from $64.0 million in the twelve months ended October 31, 2024 to $57.0 million for the twelve months ended October 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

		Year Ended October 31,								Change
(in thousands, unless otherwise stated)		2025				2024				$				%
Gross Profit and Gross Margin
Gross Profit		$	151,116			$	165,834			$	(14,718	)			(8.9	)%
Gross Margin			38.5	%			38.9	%

Gross margin. Our gross margin for the year ended October 31, 2025 was 38.5% compared to 38.9% for the year ended October 31, 2024.

General and administrative expenses

General and administrative expenses ("G&A"). G&A expenses for the twelve months ended October 31, 2025 were $109.6 million, a decrease of $6.9 million from $116.5 million in the twelve months ended October 31, 2024. G&A expenses as a percentage of revenue were 27.9% for fiscal 2025 compared to 27.4% 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 18 in Part II. Item 8 of this Annual Report, (2) a decrease in labor costs of $3.4 million as a result of reduced headcount and (3) a non-cash decrease in amortization expense of $3.3 million. These items were partially offset by (4) a decrease in foreign currency gains of $1.2 million, (5) a decrease in gain on asset sales of $1.3 million and (6) higher bank fees of $0.7 million.

For the twelve months ended October 31, 2025, excluding amortization of intangible assets of $11.8 million, depreciation expense of $2.5 million and stock-based compensation expense of $2.0 million, G&A expenses were $93.3 million (23.7% of revenue). For the twelve months ended October 31, 2024, excluding amortization of intangible assets of $15.1 million, depreciation expense of $2.3 million, stock-based compensation expense of $2.4 million and non-recurring charges of $4.1 million which include $3.5 million related to the Washington State sales tax court ruling, G&A expenses were $92.6 million (21.7% of revenue). The increase was primarily due to the decrease in foreign currency gain and gain on asset sales as discussed above.

Total other income (expense)

Interest expense and amortization of deferred financing costs. Interest expense and amortization of deferred financing costs for the year ended October 31, 2025 was $31.6 million, an increase of $5.7 million from $25.9 million for the year ended October 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 $7.2 million. This was partially 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 "2026 Notes"). The $1.4 million in debt extinguishment costs incurred for the twelve months ended October 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 twelve months ended October 31, 2024.

Income tax expense

Income tax expense. For the years ended October 31, 2025 and 2024, the Company's effective tax rate was 36.6% and 33.3%, respectively. The higher effective tax rate in fiscal 2025 was due to the more pronounced impact from certain permanent differences on a lower pretax income basis while for fiscal 2024 was also impacted by excess tax deficiencies from share-based compensation.

Net Income 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. The Company recast segment results for the twelve months ended October 31, 2024 are below:

		Year Ended October 31, 2024
(in thousands)		U.S. Concrete Pumping				U.S. Concrete Waste Management Services
As Previously Reported
Net income (loss)		$	(2,315	)		$	14,241
Interest expense and amortization of deferred financing costs			22,823				-
EBITDA			62,358				28,040
Stock-based compensation			2,394				-
Other expense (income), net			(300	)			(20	)
Other Adjustments			2,912				-
Adjusted EBITDA			67,364				28,020
Recast Adjustment
Net income (loss)		$	8,781			$	(8,781	)
Interest expense and amortization of deferred financing costs			(6,363	)			6,363
EBITDA			2,418				(2,418	)
Stock-based compensation			(656	)			656
Other expense (income), net			65				(65	)
Other Adjustments			(127	)			127
Adjusted EBITDA			1,700				(1,700	)
Current Report as Recast
Net income (loss)		$	6,466			$	5,460
Interest expense and amortization of deferred financing costs, net of interest income			16,460				6,363
EBITDA			64,776				25,622
Stock-based compensation			1,738				656
Other expense (income), net			(235	)			(85	)
Other Adjustments			2,785				127
Adjusted EBITDA			69,064				26,320

		Net Income (Loss)
		Year Ended October 31,								Change
(in thousands, unless otherwise stated)		2025				2024				$				%
U.S. Concrete Pumping		$	(1,924	)		$	6,466			$	(8,390	)			*
U.S. Concrete Waste Management Services			5,853				5,460				393				7.2	%
U.K. Operations			2,449				4,154				(1,705	)			(41.0	)%
Other			(5	)			127				(132	)			*
Total		$	6,373			$	16,207			$	(9,834	)			(60.7	)%
*Change is not meaningful
		Adjusted EBITDA
		Year Ended October 31,								Change
(in thousands, unless otherwise stated)		2025				2024				$				%
U.S. Concrete Pumping		$	54,903			$	69,064			$	(14,161	)			(20.5	)%
U.S. Concrete Waste Management Services			28,146				26,320				1,826				6.9	%
U.K. Operations			13,968				16,762				(2,794	)			(16.7	)%
Total		$	97,017			$	112,146			$	(15,129	)			(13.5	)%

U.S. Concrete Pumping. Net loss for our U.S. Concrete Pumping segment was $1.9 million for the twelve months ended October 31, 2025, versus net income of $6.5 million for the twelve months ended October 31, 2024. Adjusted EBITDA for our U.S. Concrete Pumping segment was $54.9 million for the twelve months ended October 31, 2025, down 20.5% from $69.1 million for the twelve months ended October 31, 2024. These decreases were largely driven by the revenue decline as discussed above, an increase in interest expense and amortization of deferred financing costs of $2.7 million and the loss on debt extinguishment of $0.9 million in the first quarter of 2025.

U.S. Concrete Waste Management Services. Net income for our U.S. Concrete Waste Management Services segment was $5.9 million for the twelve months ended October 31, 2025, up slightly from net income of $5.5 million for the twelve months ended October 31, 2024. Adjusted EBITDA for our U.S. Concrete Waste Management Services segment was $28.1 million for the twelve months ended October 31, 2025, up 6.9% from $26.3 million for the twelve months ended October 31, 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 $2.1 million, partially offset by an increase in interest expense of $2.9 million.

U.K. Operations.Net income for our U.K. Operations segment was $2.4 million for the twelve months ended October 31, 2025, compared to net income of $4.2 million for the twelve months ended October 31, 2024. Adjusted EBITDA for our U.K. Operations segment was $14.0 million for the twelve months ended October 31, 2025, down 16.7% from $16.8 million for the twelve months ended October 31, 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.

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 and (4) short-term financing under our ABL Facility. 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, 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 shareholders, as discussed further below. As of October 31, 2025, we had $44.4 million of cash and cash equivalents and $315.1 million of available borrowing capacity under the ABL Facility, providing total available liquidity of $359.5 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 special dividends and to meet debt service requirements.

Our working capital surplus as of October 31, 2025 was $61.1 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 years ended October 31, 2025 and 2024 were approximately $46.8 million and $43.8 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 the twelve months ended October 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). Any future 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.

Future Contractual Obligations

Our contractual obligations and commercial commitments principally include obligations associated with our outstanding indebtedness, interest payments, lease agreements and capital expenditures. We have no off-balance sheet arrangements except for our committed capital as discussed below. Our estimated future obligations as of October 31, 2025 include both current and long term obligations. We have a long-term obligation of $425.0 million related to our Senior Notes due February 2032 (excluding discount for deferred financing costs). Under our operating leases, we have short-term obligations for payments of $6.3 million and long-term obligations for payments of $23.6 million. Additionally, the Company was contractually committed for $35.5 million of capital expenditures for purchases of property and equipment and these are expected to be paid in the next twelve months.

Senior Notes and ABL Facility

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

							October 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								(7,109	)			(1,740	)
Less: Current portion								-				(20	)
Long term debt, net of unamortized deferred financing costs							$	417,891			$	373,260

Senior Notes

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.

Amendment to ABL Facility

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 will be amortized from September 6, 2024 through September 6, 2029.

There was no outstanding balance under the ABL Facility as of October 31, 2025 and as of that date, the Company was in compliance with all debt covenants. In addition, as of October 31, 2025, the Company had $1.1 million in credit line reserves and a letter of credit balance of $18.5 million. As of October 31, 2025, we had $315.1 million of available borrowing capacity under the ABL Facility. Debt issuance costs related to revolving credit facilities are capitalized and reflected as an asset in deferred financing costs in the accompanying consolidated balance sheets. The Company had debt issuance costs related to the revolving credit facilities of $2.0 million as of October 31, 2025. See Note 7 in Item 8 Financial Statements and Supplementary Data 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 twelve months ended October 31, 2025 was $64.3 million. The Company had net income of $6.4 million, which included net non-cash expense items of $65.2 million. In addition, we had cash outflows related to an increase in our working capital of $7.3 million. Cash outflows related to working capital activity included a decrease in other operating liabilities of $4.6 million, an increase to other operating assets of $3.4 million, a decrease to accounts payable of $1.5 million and an increase to inventory of $1.2 million, partially offset by a decrease in receivables of $3.5 million. The decrease in other operating liabilities is primarily related to operating lease payments of $5.3 million. The increase in other operating assets is due to the timing of our annual commercial insurance premium payments. The decrease in accounts payable is driven by the general timing of invoices. The increase in inventory was driven by increased inventory levels to mitigate the impacts of tariffs. The decrease in receivables is due to decreases in sales volumes during the twelve months ended October 31, 2025.

Net cash provided by operating activities during the twelve months ended October 31, 2024 was $86.9 million. The Company had net income of $16.2 million, which included net non-cash expense items of $67.9 million. In addition, we had cash inflows related to a decrease in our working capital of $2.8 million. Cash inflows related to working capital activity include a decrease in receivables of $7.2 million, a decrease in other operating assets of $0.6 million and a decrease in inventory of $0.6 million. These were offset by a decrease of $4.0 million in other operating liabilities and a decrease in accounts payable of $1.7 million. The decrease in receivables is due to decreases in sales volumes during the twelve months ended October 31, 2024. The decrease in accounts payable is driven by a slow down in business activity as discussed above and 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 $37.3 million to fund investing activities during the twelve months ended October 31, 2025. The Company used $46.8 million for the purchase of property, plant and equipment. These amounts were partially offset by $9.5 million in proceeds from the sale of property, plant and equipment.

We used $32.1 million to fund investing activities during the twelve months ended October 31, 2024. The Company used $43.8 million for the purchase of property, plant and equipment. These amounts were partially offset by $11.7 million in proceeds from the sale of property, plant and equipment.

Cash flow used in financing activities. Net cash used in financing activities generally reflects the cash changes related to our Senior Notes, ABL Facility and dividends paid.

Net cash used in financing activities was $25.8 million for the twelve months ended October 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 $14.2 million in purchase of treasury stock, which included $13.6 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.

Net cash used in financing activities was $28.8 million for the twelve months ended October 31, 2024. Cash used in financing activities included $18.9 million in net payments under the Company's ABL Facility and $10.2 million in purchase of treasury stock, which included $6.5 million purchased under the share repurchase program and $3.7 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.

Accounting and Other Reporting Matters

Non-GAAP Financial 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.

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. See the section "Net Income and Adjusted EBITDA Results" above for more information.

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.

		Year Ended October 31,
(in thousands)		2025				2024
Consolidated
Net income		$	6,373			$	16,207
Interest expense and amortization of deferred financing costs, net of interest income			30,422				25,572
Income tax expense			3,679				8,104
Depreciation and amortization			53,543				57,110
EBITDA			94,017				106,993
Loss on debt extinguishment			1,392				-
Stock-based compensation			2,048				2,394
Change in fair value of warrant liabilities			-				(130	)
Other income, net			(335	)			(406	)
Other adjustments(1)			(105	)			3,295
Adjusted EBITDA		$	97,017			$	112,146
U.S. Concrete Pumping
Net income (loss)		$	(1,924	)		$	6,466
Interest expense and amortization of deferred financing costs, net of interest income			18,584				16,460
Income tax expense			483				1,758
Depreciation and amortization			35,809				40,092
EBITDA			52,952				64,776
Loss on debt extinguishment			862				-
Stock-based compensation			1,388				1,738
Other income, net			(185	)			(235	)
Other adjustments(1)			(114	)			2,785
Adjusted EBITDA		$	54,903			$	69,064
U.S. Concrete Waste Management Services
Net income		$	5,853			$	5,460
Interest expense and amortization of deferred financing costs, net of interest income			8,881				6,363
Income tax expense			2,310				4,450
Depreciation and amortization			10,002				9,349
EBITDA			27,046				25,622
Loss on debt extinguishment			530				-
Stock-based compensation			660				656
Other income, net			(90	)			(85	)
Other adjustments			-				127
Adjusted EBITDA		$	28,146			$	26,320
U.K. Operations
Net income		$	2,449			$	4,154
Interest expense and amortization of deferred financing costs, net of interest income			2,957				2,749
Income tax expense			881				1,893
Depreciation and amortization			7,732				7,669
EBITDA			14,019				16,465
Other income, net			(60	)			(86	)
Other adjustments			9				383
Adjusted EBITDA		$	13,968			$	16,762

¹ Other adjustments include the adjustment for non-recurring expenses, non-cash currency gains/losses, and transaction expenses. For the twelve months ended October 31, 2024, other adjustments include a $3.5 million non-recurring charge related to sales tax litigation amongst other adjustments. See Note 18 in Part II, Item 8 of this report for more information.

Critical Accounting Policies and Estimates

For more information regarding the Company's significant accounting policies, as well as recent accounting pronouncements, see Note 2 to the consolidated financial statements within Item 8 of this Annual Report.

In presenting our financial statements in conformity with U.S. GAAP, we are required to make estimates and assumptions that affect the amounts reported therein. Several of the estimates and assumptions we are required to make relate to matters that are inherently uncertain as they pertain to future events. However, events that are outside of our control cannot be predicted and, as such, they cannot be contemplated in evaluating such estimates and assumptions. Significant unfavorable changes to current conditions, have and could result in a material impact to our consolidated and combined results of operations, financial position and liquidity. We believe that the estimates and assumptions we used when preparing our financial statements were the most appropriate at that time. Presented below are those accounting policies that we believe require subjective and complex judgments that could potentially affect reported results. However, the majority of our business activities are in environments where we are paid a fee for a service performed, and therefore the results of the majority of our recurring operations are recorded in our financial statements using accounting policies that are not particularly subjective, nor complex.

Listed below are those estimates that we believe are critical and require the use of complex judgment in their application.

Goodwill and Intangible Assets

In accordance with Accounting Standards Codification ("ASC") Topic 350, Intangibles-Goodwill and Other ("ASC 350"), the Company evaluates goodwill for possible impairment annually, generally as of August 31st, or more frequently if events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Company uses a two-step process to assess the realizability of goodwill. The first step (generally referred to as a "step 0" analysis) is a qualitative assessment that analyzes current economic indicators associated with a particular reporting unit. For example, the Company analyzes changes in economic, market and industry conditions, business strategy, cost factors, and financial performance, among others, to determine if there are indicators of a significant decline in the fair value of a particular reporting unit. If the qualitative assessment indicates a stable or improved fair value, no further testing is required. If a qualitative assessment indicates it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company will proceed to the quantitative second step (generally referred to as a "step 1" analysis) where the fair value of a reporting unit is calculated based on weighted income and market-based approaches. If the fair value of a reporting unit is lower than its carrying value, an impairment to goodwill is recorded, not to exceed the carrying amount of goodwill in the reporting unit.

Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates and market factors. Estimating fair value of individual reporting units and indefinite-lived intangible assets requires us to make assumptions and estimates regarding our future plans, as well as industry and economic conditions. These assumptions and estimates include projected revenue, cash flow margins, capital expenditures, trade name royalty rates, discount rate, tax amortization benefit and other market factors outside of our control. The Company evaluates for triggering events quarterly throughout the fiscal year.

When we perform any goodwill impairment test, the estimated fair value of our reporting units are determined using an income approach that utilizes a discounted cash flow ("DCF") model and a market approach that utilizes the guideline public company method ("GPC"), both of which are weighted for each reporting unit and are discussed below in further detail. In accordance with ASC Topic 820, Fair Value Measurement ("ASC 820"), we evaluated the methods for reasonableness and reliability and assigned weightings accordingly. A mathematical weighting is not prescribed by ASC 820, rather it requires judgement. As such, each of the valuation methods were weighted by accounting for the relative merits of each method and considered, among other things, the reliability of the valuation methods and the inputs used in the methods. In addition, in order to assess the reasonableness of the fair value of our reporting units as calculated under both approaches, we also compare the Company's total fair value to its market capitalization and calculate an implied control premium (the excess sum of the reporting unit's fair value over its market capitalization). We evaluate the implied control premium by comparing it to control premiums of recent comparable market transactions, as applicable.

Under the income approach, the DCF model is based on expected future after-tax operating cash flows of the reporting unit, discounted to a present value using a risk-adjusted discount rate. Estimates of future cash flows require management to make significant assumptions concerning future operating performance, including future sales, long-term growth rates, operating margins, variations in the amount and timing of cash flows, the probability of achieving the estimated cash flows and the discount rate, all of which may differ from actual future cash flows. These assumptions are based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value hierarchy. The discount rate, which is intended to reflect the risks inherent in future cash flow projections, used in the DCF model, is based on estimates of the weighted average cost of capital ("WACC") of market participants relative to our reporting unit. Financial and credit market volatility can directly impact certain inputs and assumptions used to develop the WACC. Any changes in these assumptions may affect our fair value estimate and the result of an impairment test. The discount rates and other inputs and assumptions are consistent with those that a market participant would use.

The GPC method provides an estimate of value using multiples derived from the stock prices of publicly traded companies. This method requires a selection of comparable publicly-traded companies on major exchanges and involves a certain degree of judgment, as no two companies are entirely alike. These companies should be engaged in the same or a similar line of business as the reporting units being evaluated. Once comparable companies are selected, the application of the GPC method includes (i) analysis of the guideline public companies' financial and operating performance, growth, intangible asset's value, size, leverage, and risk relative to the respective reporting unit, (ii) calculation of valuation multiples for the selected guideline companies, and (iii) application of the valuation multiples to each reporting unit's selected operating metrics to arrive at an indication of value. Market multiples for the selected guideline public companies are developed by dividing the business enterprise value of each guideline public company by a measure of its financial performance (e.g., earnings). The business enterprise value is calculated taking the market value of equity (share price times fully-diluted shares outstanding) plus total interest bearing debt net of cash, preferred stock and minority interest. The market value of equity is based upon the stock price of equity as of the valuation date, and the debt figures are taken from the most recently available financial statements as of the valuation date. In selecting appropriate multiples to apply to each reporting unit, we perform a comparative analysis between the reporting units and the guideline public companies. In making a selection, we consider the revenue growth, profitability and the size of the reporting unit compared to the guideline public companies, and the overall EBITDA multiples implied from the transaction price. In addition, we consider a control premium for purposes of estimating the fair value of our reporting units as we believe that a market participant buyer would be required to pay a premium for control of our business. The control premium utilized is based on control premiums observed in recent comparable market transactions.

For long lived intangible assets not subject to amortization, we test for impairment annually, or whenever events or changes in circumstances indicate that their carrying value may not be recoverable. In testing long-lived intangible assets for impairment, we compare the fair value with the carrying value. The determination of fair value is based on the relief from royalty method, which models the cash flows from the intangibles assuming royalties were received under a licensing agreement. This discounted cash flow analysis uses inputs such as forecasted future revenues attributable to the reporting unit, assumed royalty rates and a discount rate. If we were to experience a decrease in forecasted future revenues attributable to the brands, this could indicate a potential impairment. If the carrying value exceeds the estimated fair value, the long-lived intangible asset is considered impaired, and an impairment loss will be recognized in an amount equal to the excess of the carrying value over the fair value of the intangible asset.

The Company's annual impairment analysis is performed each year on August 31.

The Company elected to have a step 1 impairment analysis performed as of August 31, 2025 on the Company's U.S. Concrete Pumping, U.S. Concrete Waste Management Services, and U.K. Operations reporting units. Management's projections used to estimate the discounted cash flows included updated annual changes to revenue volumes and rates, cash flow margins that are consistent with recently achieved actual amounts, terminal growth rates of 3.0% and discount rates ranging from 9.0% to 12.5%.

As a result of the goodwill impairment analysis, the fair values of its U.S. Concrete Waste Management Services and U.K. Operations reporting units substantially exceeded their carrying values by 155% and 31%, respectively.

For the U.S. Concrete Pumping reporting unit, which had goodwill of $147.5 million, the fair value was approximately 3% greater than its carrying value. Changes in any of the significant assumptions used could materially affect the expected cash flows and such impacts could result in a potentially material non-cash impairment charge. The most sensitive assumption is the discount rate and a 50 basis point increase would have resulted in our U.S. Concrete Pumping reporting unit's carrying value exceeding its fair value. A 50 basis point increase would not have resulted in our U.S. Concrete Waste Management Services or U.K. Operations reporting unit's carrying value exceeding their fair value.

Recently Issued Accounting Standards

For a detailed description of recently adopted and new accounting pronouncements refer to Note 2 to the Company's audited financial statements included elsewhere in this Annual Report.