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Concrete Pumping Holdings, Inc.

For the period ended Jul 31, 2025. Filed Sep 4, 2025.

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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.

Jul 31, 2025 · Filed Sep 4, 2025

BBCP$9.50-0.2%Stored close · as of Nov 6, 2026
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Note

Note11. Earnings Per Share

The table below shows our basic and diluted EPS calculations for thethree andnine months ended* July 31, 2025* and2024:

Three Months Ended July 31, · Nine Months Ended July 31,
(in thousands, except per share amounts) · 2025 · 2024 · 2025 · 2024
Net income (loss) (numerator):
Net income attributable to Concrete Pumping Holdings, Inc.$3,699$7,560$1,056$6,780
Less: Accretion of liquidation preference on preferred stock(441)(440)(1,309)(1,310)
Less: Undistributed earnings allocated to participating securities-(31)-(41)
Net income (loss) attributable to common stockholders (numerator for basic earnings per share)$3,258$7,089$(253)$5,429
Add back: Undistributed earnings allocated to participating securities-31-41
Less: Undistributed earnings reallocated to participating securities-(31)-(41)
Numerator for diluted earnings per share$3,258$7,089$(253)$5,429
Weighted average shares (denominator):
Weighted average shares - basic51,69653,69952,43553,556
Weighted average shares - diluted51,90653,77552,43554,191
Basic earnings per share$0.07$0.13$-$0.10
Diluted earnings per share$0.07$0.13$-$0.10

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

●For the three months ended July 31, 2025, 2.5 million shares of Series A Preferred Stock, 0.8 million of restricted stock units and 0.1 million of outstanding options were excluded.
●For the nine months ended July 31, 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.
●For the three months ended July 31, 2024, 0.6 million of outstanding stock awards and options and 2.5 million shares of Series A Preferred Stock were excluded.
●For the nine months ended July 31, 2024, 0.4 million of outstanding stock awards and options and 2.5 million shares of Series A Preferred Stock were excluded.

Dividends

During thenine months ended* July 31, 2025,*the Company paid a special cash dividend of $1.00 per share totaling approximately $53.1 million.

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Note12. Supplemental Cash Flow Information

The table below shows supplemental cash flow information for thenine months ended* July 31, 2025* and2024:

Nine Months Ended July 31,
(in thousands)20252024
Supplemental cash flow information:
Cash payments related to operating lease liabilities$3,897$3,811
Cash paid for interest$11,436$12,614
Cash paid for income taxes$955$2,571
Non-cash investing and financing activities:
Operating lease assets obtained in exchange for new operating lease liabilities$1,784$6,109

The table below shows property, plant and equipment acquired butnot yet paid for as of* July 31, 2025* and2024:

As of July 31,
(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$1,629$1,453

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* July 31, 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 July 31, · 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$420,750$-$-

All other non-financial assets

The Company's non-financial assets, which primarily consist of property and equipment, goodwill and other intangible assets, 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.

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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* July 31, 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:

Classification on the Condensed Consolidated Balance Sheets · As of July 31, 2025 · As of October 31, 2024
(in thousands)
Self-insured commercial liability, currentAccrued expenses and other current liabilities$10,028$12,210
Self-insured commercial liability, non-currentOther non-current liabilities10,96812,332
Total self-insured commercial liabilities$20,996$24,542
Expected recoveries related to self-insured commercial liabilities, currentPrepaid expenses and other current assets$902$3,155
Expected recoveries related to self-insured commercial liabilities, non-currentOther non-current assets10,96812,170
Total expected recoveries related to self-insured commercial liabilities$11,870$15,325
Total self-insured commercial liability, net of expected recoveries$9,126$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* July 31, 2025* and* October 31, 2024*, the Company had accrued $1.1 million and $1.7 million, respectively, 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.

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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* July 31, 2025*, total outstanding letters of credit totaled $16.2 million, all of which had been committed to the Company's commercial insurance providers.

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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 andnine months ended* July 31, 2024:*

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

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

July 31,October 31,
(in thousands)20252024
Total Assets
U.S. Concrete Pumping$712,359$718,218
U.S. Concrete Waste Management Services207,580201,528
U.K. Operations122,266117,418
Reportable segment assets1,042,2051,037,164
Other(156,174)(139,174)
Total Assets$886,031$897,990
Three Months Ended July 31,Nine Months Ended July 31,
(in thousands)2025202420252024
Revenue
U.S. Concrete Pumping$69,271$75,213$188,293$216,514
U.S. Concrete Waste Management Services(1)19,33718,54554,08751,063
U.K. Operations15,06815,85941,70046,813
Total revenue$103,676$109,617$284,080$314,390
(1) For the three months ended July 31, 2025 and 2024, intersegment revenue of $0.2 million and $0.1 million, respectively, is excluded. For the nine months ended July 31, 2025 and 2024, intersegment revenue of $0.4 million and $0.3 million, respectively, is excluded.
EBITDA
U.S. Concrete Pumping$15,642$20,078$35,902$45,348
U.S. Concrete Waste Management Services7,2757,38218,18416,695
U.K. Operations3,8793,9339,90911,281
Reportable segment EBITDA26,79631,39363,99573,324
Interest expense and amortization of deferred financing costs, net of interest income(8,126)(6,261)(22,222)(19,597)
Reportable depreciation and amortization(13,638)(14,491)(40,422)(42,827)
Other---130
Total income before income taxes$5,032$10,641$1,351$11,030
Depreciation and amortization
U.S. Concrete Pumping$9,145$9,874$27,226$30,374
U.S. Concrete Waste Management Services2,5012,7107,4286,889
U.K. Operations1,9921,9075,7685,564
Total depreciation and amortization$13,638$14,491$40,422$42,827
Interest expense and amortization of deferred financing costs, net of interest income
U.S. Concrete Pumping$5,005$4,088$13,527$12,712
U.S. Concrete Waste Management Services2,3541,4886,4954,811
U.K. Operations7676852,2002,074
Total interest expense and amortization of deferred financing costs, net of interest income$8,126$6,261$22,222$19,597
Total capital expenditures
U.S. Concrete Pumping$8,246$818$14,958$14,509
U.S. Concrete Waste Management Services4,2773,84510,5069,944
U.K. Operations2,2004,0048,70510,388
Reportable segment capital expenditures14,7238,66734,16934,841
Other16-612,643
Total capital expenditures$14,739$8,667$34,230$37,484

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

As ofAs of
July 31,October 31,
(in thousands)20252024
Total Assets
U.S.$763,765$780,572
U.K.122,266117,418
Total Assets$886,031$897,990
Property, plant and equipment, net
U.S.$350,209$353,895
U.K.64,69961,831
Property, plant and equipment, net$414,908$415,726
Three Months Ended July 31,Nine Months Ended July 31,
(in thousands)2025202420252024
Revenue by geography
U.S.$88,608$93,758$242,380$267,577
U.K.15,06815,85941,70046,813
Total revenue$103,676$109,617$284,080$314,390

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