Quarterly Report for Quarter Ending January 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.

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 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 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.

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 months ended January 31, 2026 and 2025.

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

Revenue

		Three Months Ended January 31,								Change
(in thousands, unless otherwise stated)		2026				2025				$				%
Revenue
U.S. Concrete Pumping		$	59,941			$	56,914			$	3,027				5.3	%
U.S. Concrete Waste Management Services(1)			18,072				16,693				1,379				8.3	%
U.K. Operations			12,548				12,840				(292	)			(2.3	)%
Total revenue		$	90,561			$	86,447			$	4,114				4.8	%

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

Total revenue. Total revenues were $90.6 million for the three months ended January 31, 2026 compared to $86.4 million for the three months ended January 31, 2025. Revenue by segment is further discussed below.

U.S. Concrete Pumping. Revenue for our U.S. Concrete Pumping segment increased by 5.3%, or $3.0 million, from $56.9 million in the first quarter of fiscal 2025 to $59.9 million for the first quarter of fiscal 2026, primarily attributable to (1) an increase in commercial and infrastructure construction volumes and pricing, mostly 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 demand and subdued residential construction demand, mostly due to high interest rates and economic uncertainty around tariffs through the first quarter of 2026.

U.S. Concrete Waste Management Services. Revenue for the U.S. Concrete Waste Management Services segment improved by 8.3%, or $1.4 million, from $16.7 million in the first quarter of fiscal 2025 to $18.1 million for the first quarter of fiscal 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 2.3%, or $0.3 million, from $12.8 million in the first quarter of fiscal 2025 to $12.5 million for the first quarter of fiscal 2026. Excluding the impact from foreign currency translation, revenue was down 8.0% year-over-year, due to lower volumes caused by a continued slowdown in commercial construction demand.

Gross Profit and Gross Margin

		Three Months Ended January 31,								Change
(in thousands, unless otherwise stated)		2026				2025				$				%
Gross Profit and Gross Margin
Gross Profit		$	31,964			$	31,235			$	729				2.3	%
Gross Margin			35.3	%			36.1	%

Gross margin. Our gross margin for the first quarter of fiscal 2026 was 35.3% compared to 36.1% in the first quarter of fiscal 2025. The slight decrease in gross margin was primarily related to increases in commercial insurance expense and repair and maintenance activity.

General and administrative expenses

General and administrative expenses ("G&A"). G&A expenses for the three months ended January 31, 2026 were $27.5 million, a decrease of $0.3 million from $27.8 million in the three months ended January 31, 2025. G&A expenses as a percent of revenue were 30.4% for the first quarter of fiscal 2026 compared to 32.2% for the same period a year ago.

For the first quarter of fiscal 2026, excluding amortization of intangible assets of $2.5 million, depreciation expense of $0.5 million, and stock-based compensation expense of $0.6 million, G&A expenses were $23.9 million (26.4% of revenue). For the first quarter of fiscal 2025, excluding amortization of intangible assets of $3.0 million, depreciation expense of $0.5 million, and stock-based compensation expense of $0.4 million, G&A expenses were $23.9 million (27.7% of revenue).

Total other income (expense)

Interest expense and amortization of deferred financing costs. Interest expense and amortization of deferred financing costs for the first quarter of fiscal 2026 was $8.4 million, up $2.2 million from $6.2 million in the first quarter of fiscal 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.

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 January 31, 2026 and 2025 the Company's effective tax rate was 31.1% and 28.2%, respectively. The comparability of the effective tax rate was largely driven by permanent differences. While these differences did not quantitatively change, changes in 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.

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; (5) repurchase shares and (6) pay dividends to our stockholders, as discussed further below. As of January 31, 2026, we had $53.0 million of cash and cash equivalents and $297.3 million of available borrowing capacity under the ABL Facility (as defined below), providing total available liquidity of $350.3 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 January 31, 2026 was $56.9 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 three months ended January 31, 2026 and 2025 were approximately $9.5 million and $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

On January 14, 2025, our 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.

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 January 31, 2026 and as of that date, the Company was in compliance with all debt covenants. In addition, as of January 31, 2026, the Company had $1.1 million in credit line reserves and a letter of credit balance of $18.5 million. As of January 31, 2026, we had $297.3 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 debt issuance costs related to the revolving credit facilities of $1.9 million as of January 31, 2026.

See Note 5 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 three months ended January 31, 2026 was $21.4 million. The Company had a net loss of $2.4 million, which included net non-cash expense items of $13.5 million. In addition, we had cash inflows related to a decrease in our working capital of $10.3 million. Cash inflows related to working capital activity include a decrease in receivables of $7.9 million and increases in other operating liabilities of $1.9 million and accounts payable of $1.6 million, partially offset by increases to inventory of $0.8 million and other operating assets of $0.3 million. The decrease in receivables is due to seasonal decreases in sales volumes during the three months ended January 31, 2026. The increase in other operating liabilities is primarily related to the timing of our periodic senior notes interest payments partially offset by payments on operating leases. The increase in accounts payable is driven by the general timing of invoices.

Net cash provided by operating activities during the three months ended January 31, 2025 was $6.0 million. The Company had a net loss of $2.6 million, which included net non-cash expense items of $14.7 million. In addition, we had cash inflows related to a decrease in our working capital of $6.0 million. Cash inflows related to working capital activity include a decrease to other operating liabilities of $14.1 million, a decrease to accounts payable of $3.3 million, an increase in other operating assets of $1.4 million and an increase in inventory of $0.3 million, partially offset by a decrease to receivables of $13.2 million. The decrease in other operating liabilities is mainly due to a change in timing of payment of our 2026 Notes due to the refinancing activity previously discussed. The decrease in accounts payable is driven by a 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 $8.3 million to fund investing activities during the three months ended January 31, 2026. The Company used $9.5 million for the purchase of property, plant and equipment, which was partially offset by $1.2 million in proceeds from the sale of property, plant and equipment.

We used $3.9 million to fund investing activities during the three months ended January 31, 2025. The Company used $5.8 million for the purchase of property, plant and equipment, which was partially offset by $1.9 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 $4.9 million for the three months ended January 31, 2026. Cash used in financing activities included $4.6 million in purchase of treasury stock, which included $4.1 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 $0.3 million for other financing activities.

Net cash provided by financing activities was $40.0 million for the three months ended January 31, 2025. Cash provided by financing activities included $425.0 million in proceeds from the issuance of the 2032 Notes, $375.0 million in payments for the extinguishment of the 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 $1.9 million purchased under the share repurchase program and $0.7 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.

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, 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.

		Three Months Ended January 31,
(in thousands)		2026				2025
Consolidated
Net loss		$	(2,442	)		$	(2,639	)
Interest expense and amortization of deferred financing costs, net of interest income			8,082				5,802
Income tax benefit			(1,102	)			(1,036	)
Depreciation and amortization			12,928				13,200
EBITDA			17,466				15,327
Loss on debt extinguishment			-				1,392
Stock-based compensation			618				367
Other income, net			(33	)			(34	)
Other adjustments			(26	)			(41	)
Adjusted EBITDA		$	18,025			$	17,011
U.S. Concrete Pumping
Net loss		$	(2,752	)		$	(3,080	)
Interest expense and amortization of deferred financing costs, net of interest income			4,858				3,311
Income tax benefit			(1,249	)			(1,180	)
Depreciation and amortization			8,422				9,075
EBITDA			9,279				8,126
Loss on debt extinguishment			-				862
Stock-based compensation			409				238
Other income, net			(1	)			(13	)
Other adjustments			9				(54	)
Adjusted EBITDA		$	9,696			$	9,159
U.S. Concrete Waste Management Services
Net income		$	653			$	224
Interest expense and amortization of deferred financing costs, net of interest income			2,465				1,772
Income tax expense			306				83
Depreciation and amortization			2,443				2,276
EBITDA			5,867				4,355
Loss on debt extinguishment			-				530
Stock-based compensation			209				129
Other income, net			(12	)			(3	)
Other adjustments			(35	)			13
Adjusted EBITDA		$	6,029			$	5,024
U.K. Operations
Net income (loss)		$	(343	)		$	217
Interest expense and amortization of deferred financing costs, net of interest income			759				719
Income tax expense (benefit)			(159	)			61
Depreciation and amortization			2,063				1,849
EBITDA			2,320				2,846
Other income, net			(20	)			(18	)
Adjusted EBITDA		$	2,300			$	2,828

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 three months ended January 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.