Skip to main content

Concrete Pumping Holdings, Inc.

For the period ended Apr 30, 2025. Filed Jun 5, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Apr 30, 2025 · Filed Jun 5, 2025

BBCP$9.50-0.2%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

Note

Note11. Earnings Per Share

The table below shows our basic and diluted EPS calculations for thethree andsix months ended* April 30, 2025* and2024:

Three Months Ended April 30,Six Months Ended April 30,
(in thousands, except per share amounts)2025202420252024
Net income (loss) (numerator):
Net loss attributable to Concrete Pumping Holdings, Inc.$(4)$3,046$(2,643)$(780)
Less: Accretion of liquidation preference on preferred stock(426)(430)(865)(870)
Less: Undistributed earnings allocated to participating securities-(38)--
Net income (loss) attributable to common stockholders (numerator for basic earnings per share)$(430)$2,578$(3,508)$(1,650)
Add back: Undistributed earnings allocated to participating securities-38--
Less: Undistributed earnings reallocated to participating securities-(37)--
Numerator for diluted earnings per share$(430)$2,579$(3,508)$(1,650)
Weighted average shares (denominator):
Weighted average shares - basic52,69953,43052,87553,501
Weighted average shares - diluted52,69954,38052,87553,501
Basic earnings per share$(0.01)$0.05$(0.07)$(0.03)
Diluted earnings per share$(0.01)$0.05$(0.07)$(0.03)

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

For thethree andsix months ended* April 30, 2025,*2.5 million shares of Series A Preferred Stock,1.0 million of restricted stock units and 0.1 million of outstanding options were excluded from the computation of diluted EPS because their effect would have been anti-dilutive.

For thethree months ended* April 30, 2024,0.5 million of outstanding stock awards and options, and 2.5 million shares of Series A Preferred Stock were excluded from the computation of diluted EPS because their effect would have been anti-dilutive. For thesix* months ended* April 30, 2024,*1.9 million of outstanding stock awards and options, and 2.5 million shares of Series A Preferred Stock were excluded from the computation of diluted EPS because their effect would have been anti-dilutive.

Dividends

During thesix months ended* April 30, 2025,*the Company paid a special cash dividend of $1.00 per share totaling approximately $53.1 million.

15

Note12. Supplemental Cash Flow Information

The table below shows supplemental cash flow information for thesix months ended* April 30, 2025* and2024:

Six Months Ended April 30,
(in thousands)20252024
Supplemental cash flow information:
Cash payments related to operating lease liabilities$2,540$2,561
Cash paid for interest$11,420$12,244
Cash paid for income taxes$593$1,787
Non-cash investing and financing activities:
Operating lease assets obtained in exchange for new operating lease liabilities$1,022$5,362

The table below shows property, plant and equipment acquired butnot yet paid for as of* April 30, 2025* and2024:

As of April 30,
(in thousands)20252024
Beginning of period:
PP&E acquired but not yet paid$1,591$9,484
End of period:
PP&E acquired but not yet paid$695$2,325

Note13. Fair Value Measurement

The carrying amounts of the Company's cash and cash equivalents, accounts receivable, accounts payable and current accrued liabilities approximate their fair value as recorded due to the short-term maturity of these instruments, which approximates fair value. The Company’s outstanding obligations on its asset-backed loan ("ABL") credit facility are deemed to be at fair value as the interest rates on these debt obligations are variable and consistent with prevailing rates. There wereno changes since* October 31, 2024*in the Company's valuation techniques used to measure fair value.

Long-term debt instruments

The Company's long-term debt instruments are recorded at their carrying values in the condensed consolidated balance sheet, which* maydiffer from their respective fair values. The fair values of the long-term debt instruments are derived from Level2* inputs. The fair value amount of the long-term debt instruments as of* April 30, 2025* and* October 31, 2024* is presented in the table below based on the prevailing interest rates and trading activity of the Senior Notes.

As of April 30, · As of October 31,
2025 · 2024
(in thousands) · Carrying Value · Fair Value · Carrying Value · Fair Value
2026 Notes$-$-$375,000$372,656
2032 Notes$425,000$416,500$-$-

All other non-financial assets

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

16

Note14. Commitments and Contingencies

Insurance

Commercial Self-Insured Losses

The Company retains a significant portion of the risk for workers' compensation, automobile, and general liability losses ("self-insured commercial liability"). Reserves have been recorded that reflect the undiscounted estimated liabilities including claims incurred butnot reported. When a recognized liability is covered bythird-party insurance, the Company records an insurance claim receivable to reflect the covered liability. Amounts estimated to be paid withinone year have been included in accrued expenses and other current liabilities, with the remainder included in other non-current liabilities on the condensed consolidated balance sheets. Insurance claims receivables that are expected to be received fromthird-party insurance withinone year have been included in prepaid expenses and other current assets, with the remainder included in other non-current assets on the condensed consolidated balance sheets.

The following table summarizes as of* April 30, 2025* and* October 31, 2024* for (1) recorded liabilities, related to both asserted as well as unasserted insurance claims and (2) any related insurance claims receivables:

As of April 30, 2025 · As of October 31, 2024
(in thousands) · Classification on the Condensed Consolidated Balance Sheets
Self-insured commercial liability, currentAccrued expenses and other current liabilities$9,359$12,210
Self-insured commercial liability, non-currentOther non-current liabilities11,04512,332
Total self-insured commercial liabilities$20,404$24,542
Expected recoveries related to self-insured commercial liabilities, currentPrepaid expenses and other current assets$844$3,155
Expected recoveries related to self-insured commercial liabilities, non-currentOther non-current assets11,04512,170
Total expected recoveries related to self-insured commercial liabilities$11,889$15,325
Total self-insured commercial liability, net of expected recoveries$8,515$9,217

Medical Self-Insured Losses

The Company offers employee health benefits via a partially self-insured medical benefit plan. Participant claims exceeding certain limits are covered by a stop-loss insurance policy. The Company contracts with athird-party administrator for tasks including, butnot limited to, processing claims and remitting benefits. Thethird-party administrator requires the Company to maintain a bank account to facilitate the administration of claims.

As of both* April 30, 2025* and* October 31, 2024*, the Company had accrued $1.7 million for estimated health claims incurred butnot reported based on historical claims amounts and average lag time. These accruals are included in accrued expenses and other current liabilities in the accompanying condensed consolidated balance sheets.

Litigation

The Company is currently involved in certain legal proceedings and other disputes withthird parties that have arisen in the ordinary course of business. Management believes that the outcomes of these matters willnot have a material impact on the Company’s financial statements and doesnot believe that any amounts need to be recorded for contingent liabilities in the Company’s condensed consolidated balance sheet.

17

Washington Department of Revenue Sales Tax Issue

Historically, the Company hasnot charged sales tax to its Washington State customers that provide a reseller certificate, treating this as a wholesale transaction rather than as a retail sale. Effective* April 1, 2020,the state of Washington Department of Revenue ("DOR") published a rule which amended Washington Administrative Code458*-20-211, otherwise known as Rule211, by designating sales of stand-alone concrete pumping services as solely retail transactions. The Company sought to defend its position thatno sales tax should be charged for customers that provide a reseller certificate. As such, for the period from* April 1, 2020through January 31, 2024,the Company didnot* charge sales tax where its customers provided a reseller certificate and petitioned for declaratory relief from the amended rule.

In* February 2023,the Company received an adverse ruling from the Thurston County superior court in Washington State regarding its position, which it appealed. As of October 31, 2023,*no liability had been recorded in connection with this contingency as a loss wasnot deemed probable at that time.

In* February 2024,oral arguments were heard in the Court of Appeals in Tacoma, Washington and the Company received an unfavorable judgement during the same month. As a result of this unfavorable judgment, the Company concluded that loss is probable and therefore recorded a loss of $3.5 million. The loss is included in general and administrative expenses in the Company’s condensed consolidated financial statements for thethree* months ended* January 31, 2024.During the quarter ended January 31, 2024,the Company made a payment of $1.8 million to the DOR. Beginning with thesecond* quarter of fiscal year2024, the Company started assessing sales tax related to its customers in the state of Washington.

Letters of credit

The ABL Facility provides for up to $32.5 million of standby letters of credit. As of* April 30, 2025*, total outstanding letters of credit totaled $12.2 million, all of which had been committed to the Company's commercial insurance providers.

18

Note15. Segment Reporting

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

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

During thefirst quarter of fiscal year2025, the Company updated its allocation methodology of corporate costs to better align with the manner in which the Company now allocates resources and measures performance. As a result, segment results for prior periods have been reclassified to conform to the current period presentation.

The table below shows changes from the recast of segment results for thethree andsix months ended* April 30, 2024:*

Three Months Ended April 30, 2024 · Six Months Ended April 30, 2024
(in thousands) · U.S. Concrete Pumping · U.S. Concrete Waste Management Services · U.S. Concrete Pumping · U.S. Concrete Waste Management Services
As Previously Reported
Interest expense and amortization of deferred financing costs, net of interest income$6,193$-$11,947$-
Reportable segment EBITDA$15,979$6,188$23,016$11,568
Recast Adjustment
Interest expense and amortization of deferred financing costs, net of interest income$(1,566)$1,566$(3,323)$3,323
Reportable segment EBITDA$370$(370)$2,255$(2,255)
Current Report As Recast
Interest expense and amortization of deferred financing costs, net of interest income$4,627$1,566$8,624$3,323
Reportable segment EBITDA$16,349$5,818$25,271$9,313

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

April 30,October 31,
(in thousands)20252024
Total Assets
U.S. Concrete Pumping$704,851$718,218
U.S. Concrete Waste Management Services203,914201,528
U.K. Operations122,063117,418
Reportable segment assets1,030,8281,037,164
Other(152,038)(139,174)
Total Assets$878,790$897,990
Three Months Ended April 30,Six Months Ended April 30,
(in thousands)2025202420252024
Revenue
U.S. Concrete Pumping$62,109$74,617$119,022$141,300
U.S. Concrete Waste Management Services(1)18,05716,89834,75032,518
U.K. Operations13,79215,54726,63230,955
Total revenue$93,958$107,062$180,404$204,773
(1) For the three months ended April 30, 2025 and 2024, intersegment revenue of $0.1 million is excluded. For the six months ended April 30, 2025 and 2024, intersegment revenue of $0.2 million is excluded.
EBITDA
U.S. Concrete Pumping$12,134$16,349$20,260$25,271
U.S. Concrete Waste Management Services6,5545,81810,9099,313
U.K. Operations3,1844,1716,0307,348
Reportable segment EBITDA21,87226,33837,19941,932
Interest expense and amortization of deferred financing costs, net of interest income(8,294)(6,873)(14,096)(13,336)
Reportable depreciation and amortization(13,584)(14,239)(26,784)(28,337)
Other---130
Total income (loss) before income taxes$(6)$5,226$(3,681)$389
Depreciation and amortization
U.S. Concrete Pumping$9,006$10,270$18,081$20,500
U.S. Concrete Waste Management Services2,6512,1204,9274,180
U.K. Operations1,9271,8493,7763,657
Total depreciation and amortization$13,584$14,239$26,784$28,337
Interest expense and amortization of deferred financing costs, net of interest income
U.S. Concrete Pumping$5,211$4,627$8,522$8,624
U.S. Concrete Waste Management Services2,3691,5664,1413,323
U.K. Operations7146801,4331,389
Total interest expense and amortization of deferred financing costs, net of interest income$8,294$6,873$14,096$13,336
Total capital expenditures
U.S. Concrete Pumping$4,527$5,759$6,712$13,691
U.S. Concrete Waste Management Services4,2623,0526,2296,099
U.K. Operations4,8272,1576,5056,384
Reportable segment capital expenditures13,61610,96819,44626,174
Other3483452,643
Total capital expenditures$13,650$11,051$19,491$28,817

19

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

As ofAs of
April 30,October 31,
(in thousands)20252024
Total Assets
U.S.$756,727$780,572
U.K.122,063117,418
Total Assets$878,790$897,990
Property, plant and equipment, net
U.S.$347,404$353,895
U.K.65,56361,831
Property, plant and equipment, net$412,967$415,726
Three Months Ended April 30,Six Months Ended April 30,
(in thousands)2025202420252024
Revenue by geography
U.S.$80,166$91,515$153,772$173,818
U.K.13,79215,54726,63230,955
Total revenue$93,958$107,062$180,404$204,773

20

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.