STOCK TITAN

Concrete Pumping (NASDAQ: BBCP) posts Q1 loss on higher interest costs

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
10-Q

Rhea-AI Filing Summary

Concrete Pumping Holdings, Inc. reported first‑quarter fiscal 2026 revenue of $90.6 million, up from $86.4 million a year earlier, driven by growth in U.S. concrete pumping and waste management services, partly offset by softer U.K. demand.

The company posted a net loss of $2.4 million, or $(0.06) per share, similar to the prior year’s loss. Operating cash flow improved to $21.4 million, supporting $9.5 million of capital spending and $4.1 million of share repurchases. Cash totaled $53.0 million with $297.3 million of undrawn ABL capacity, and long‑term 7.500% senior notes remained at $425.0 million.

Positive

  • None.

Negative

  • None.
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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

(Mark One)

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the quarterly period ended January 31, 2026

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ____ to ____

 

Commission File Number: 001-38166

 

CONCRETE PUMPING HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

 

Delaware

83-1779605

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

500 E. 84th Avenue, Suite A-5

 

Thornton, Colorado

80229

(Address of principal executive offices)

(Zip Code)

 

(303) 289-7497

(Registrant's telephone number, including area code)

 

None

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

BBCP

The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No ☒

 

As of March 5, 2026, the registrant had 50,510,506 shares of common stock, par value $0.0001 per share, issued and outstanding. 

 

 

 

 

 

CONCRETE PUMPING HOLDINGS, INC.

QUARTERLY REPORT ON FORM 10-Q

fOR THE PERIOD ENDED January 31, 2026

 

 

 

Page

Part I. Financial Information

 

 

 

 

 

Item 1.

Financial Statements:

 

 

 

Condensed Consolidated Balance Sheets (Unaudited)

3

 

 

Condensed Consolidated Statements of Operations (Unaudited)

4

    Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) 5
 

 

Condensed Consolidated Statements of Changes in Stockholders Equity (Unaudited)

6
 

 

Condensed Consolidated Statements of Cash Flows (Unaudited)

7
 

 

Notes to Unaudited Condensed Consolidated Financial Statements

8

    Note 1. Organization and Description of Business 8
    Note 2. Summary of Significant Accounting Policies 8
    Note 3. Property, Plant and Equipment 9
    Note 4. Goodwill and Intangible Assets 10
    Note 5. Long Term Debt and Revolving Lines of Credit 11
    Note 6. Accrued Payroll and Payroll Expense 11
    Note 7. Accrued Expenses and Other Current Liabilities 11
    Note 8. Stockholders' Equity 12
    Note 9. Revenue Recognition 12
    Note 10. Income Taxes 12
    Note 11. Stock-Based Compensation 13
    Note 12. Earnings Per Share 13
    Note 13. Supplemental Cash Flow Information 14
    Note 14. Fair Value Measurement 14
    Note 15. Commitments and Contingencies 15
    Note 16. Segment Reporting 15
 

Item 2.

Managements Discussion and Analysis of Financial Condition and Results of Operations

18
 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

26

 

Item 4.

Controls and Procedures

26

 

 

 

 

Part II. Other Information

 

 

 

 

 

 

Item 1.

Legal Proceedings

27
 

Item 1A.

Risk Factors

27
 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

27
 

Item 3.

Defaults Upon Senior Securities

28
 

Item 4.

Mine Safety Disclosures

28
 

Item 5.

Other Information

28
 

Item 6.

Exhibits

28
 

 

 

 

  Signatures   29

 

2

 

 

PART I

 

ITEM 1.     Financial Statements 

 

Concrete Pumping Holdings, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

  

As of January 31,

  

As of October 31,

 

(in thousands, except per share amounts)

 

2026

  

2025

 
         

Current assets:

        

Cash and cash equivalents

 $53,015  $44,394 

Receivables, net of allowance for doubtful accounts of $831 and $905, respectively

  45,843   53,132 

Inventory

  8,450   7,419 

Prepaid expenses and other current assets

  8,972   8,408 

Total current assets

  116,280   113,353 
         

Property, plant and equipment, net

  415,466   412,516 

Intangible assets, net

  91,713   93,933 

Goodwill

  224,788   223,581 

Right-of-use operating lease assets

  22,774   22,943 

Other non-current assets

  10,816   11,195 

Deferred financing costs

  1,889   2,021 

Total assets

 $883,726  $879,542 
         

Current liabilities:

        

Operating lease obligations, current portion

 $5,091  $4,851 

Accounts payable

  7,631   6,267 

Accrued payroll and payroll expenses

  7,512   11,973 

Accrued expenses and other current liabilities

  38,376   28,730 

Income taxes payable

  753   463 

Total current liabilities

  59,363   52,284 
         

Long term debt, net of discount for deferred financing costs

  418,175   417,891 

Operating lease obligations, non-current

  18,243   18,659 

Deferred income taxes

  88,798   89,431 

Other non-current liabilities

  11,498   11,488 

Total liabilities

  596,077   589,753 
         

Commitments and contingencies (Note 15)

          
         

Zero-dividend convertible perpetual preferred stock, $0.0001 par value, 2,450,980 shares issued and outstanding as of January 31, 2026 and October 31, 2025

  25,000   25,000 
         

Stockholders' equity

        

Common stock, $0.0001 par value, 500,000,000 shares authorized, 50,779,137 and 51,272,503 issued and outstanding as of January 31, 2026 and October 31, 2025, respectively

  6   6 

Additional paid-in capital

  390,498   389,880 

Treasury stock

  (46,289)  (41,687)

Accumulated other comprehensive income

  5,875   1,589 

Accumulated deficit

  (87,441)  (84,999)

Total stockholders' equity

  262,649   264,789 
         

Total liabilities and stockholders' equity

 $883,726  $879,542 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

3

 

 

Concrete Pumping Holdings, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

 

   

Three Months Ended January 31,

 

(in thousands, except per share amounts)

 

2026

   

2025

 
                 

Revenue

  $ 90,561     $ 86,447  
                 

Cost of operations

    58,597       55,212  

Gross profit

    31,964       31,235  
                 

General and administrative expenses

    27,459       27,750  

Income from operations

    4,505       3,485  
                 

Other income (expense):

               

Interest expense and amortization of deferred financing costs

    (8,397 )     (6,215 )

Loss on extinguishment of debt

    -       (1,392 )

Interest income

    315       413  

Other income, net

    33       34  

Total other expense

    (8,049 )     (7,160 )
                 

Loss before income taxes

    (3,544 )     (3,675 )
                 

Income tax benefit

    (1,102 )     (1,036 )
                 

Net loss

    (2,442 )     (2,639 )
                 

Less accretion of liquidation preference on preferred stock

    (441 )     (440 )
                 

Loss available to common shareholders

  $ (2,883 )   $ (3,079 )
                 

Weighted average common shares outstanding (Note 12)

               

Basic

    51,009       53,045  

Diluted

    51,009       53,045  
                 

Net loss per common share (Note 12)

               

Basic

  $ (0.06 )   $ (0.06 )

Diluted

  $ (0.06 )   $ (0.06 )

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

4

 

 

Concrete Pumping Holdings, Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

 

   

Three Months Ended January 31,

 

(in thousands)

 

2026

   

2025

 
                 

Net loss

  $ (2,442 )   $ (2,639 )
                 

Other comprehensive income:

               

Foreign currency translation adjustment

    4,286       (2,995 )
                 

Total comprehensive income (loss)

  $ 1,844     $ (5,634 )

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

5

 

 

Concrete Pumping Holdings, Inc.

Condensed Consolidated Statements of Changes in Stockholders' Equity

(Unaudited)

 

 

   

Common Stock

   

Additional Paid-In Capital

   

Treasury Stock

   

Accumulated Other Comprehensive Income (Loss)

   

Accumulated Deficit

   

Total

 

(in thousands, except share amounts)

 

Shares

   

Amount

                                         

Balance, October 31, 2025

    51,272,503     $ 6     $ 389,880     $ (41,687 )   $ 1,589     $ (84,999 )   $ 264,789  

Stock-based compensation expense

    -       -       618       -       -       -       618  

Shares issued under stock-based program

    237,679       -       -       -       -       -       -  

Treasury shares purchased from shares issued under stock-based program

    (80,448 )     -       -       (520 )     -       -       (520 )

Treasury shares purchased under share repurchase program

    (650,597 )     -       -       (4,082 )     -       -       (4,082 )

Net loss

    -       -       -       -       -       (2,442 )     (2,442 )

Foreign currency translation adjustment

    -       -       -       -       4,286       -       4,286  

Balance, January 31, 2026

    50,779,137     $ 6     $ 390,498     $ (46,289 )   $ 5,875     $ (87,441 )   $ 262,649  
                                                         

Balance, October 31, 2024

    53,273,644     $ 6     $ 386,313     $ (25,881 )   $ (483 )   $ (38,240 )   $ 321,715  

Stock-based compensation expense

    -       -       367       -       -       -       367  

Shares issued under stock-based program

    415,333       -       1,519       -       -       -       1,519  

Treasury shares purchased from shares issued under stock-based program

    (246,121 )     -       -       (2,166 )     -       -       (2,166 )

Treasury shares purchased under share repurchase program

    (296,267 )     -       -       (1,934 )     -       -       (1,934 )

Dividend

                                    (53,132 )     (53,132 )

Net loss

    -       -       -       -       -       (2,639 )     (2,639 )

Foreign currency translation adjustment

    -       -       -       -       (2,995 )     -       (2,995 )

Balance, January 31, 2025

    53,146,589     $ 6     $ 388,199     $ (29,981 )   $ (3,478 )   $ (94,011 )   $ 260,735  

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

6

 

 

Concrete Pumping Holdings, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

   

For the Three Months Ended January 31,

 

(in thousands)

 

2026

   

2025

 

Net loss

  $ (2,442 )   $ (2,639 )

Adjustments to reconcile net loss to net cash provided by operating activities:

               

Non-cash operating lease expense

    1,243       1,284  

Foreign currency adjustments

    (121 )     (41 )

Depreciation

    10,457       10,172  

Deferred income taxes

    (1,212 )     (1,787 )

Amortization of deferred financing costs

    416       480  

Amortization of intangible assets

    2,471       3,028  

Stock-based compensation expense

    618       367  

Loss on extinguishment of debt

    -       1,392  

Net gain on the sale of property, plant and equipment

    (169 )     (192 )

Other operating activities

    (175 )     (37 )

Net changes in operating assets and liabilities:

               

Receivables

    7,947       13,206  

Inventory

    (828 )     (332 )

Other operating assets

    (355 )     (1,415 )

Accounts payable

    1,609       (3,343 )

Other operating liabilities

    1,909       (14,111 )

Net cash provided by operating activities

    21,368       6,032  
                 

Cash flows from investing activities:

               

Purchases of property, plant and equipment

    (9,516 )     (5,841 )

Proceeds from sale of property, plant and equipment

    1,237       1,989  

Net cash used in investing activities

    (8,279 )     (3,852 )
                 

Cash flows from financing activities:

               

Proceeds on long term debt

    -       425,000  

Payments on long term debt

    -       (375,000 )

Proceeds on revolving loan

    60,338       65,466  

Payments on revolving loan

    (60,338 )     (65,486 )

Payment of debt issuance costs

    -       (7,312 )

Purchase of treasury stock

    (4,571 )     (2,582 )

Other financing activities

    (324 )     (67 )

Net cash provided by (used in) financing activities

    (4,895 )     40,019  

Effect of foreign currency exchange rate changes on cash

    427       (108 )

Net increase in cash and cash equivalents

    8,621       42,091  

Cash and cash equivalents:

               

Beginning of period

    44,394       43,041  

End of period

  $ 53,015     $ 85,132  

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

7

Concrete Pumping Holdings, Inc. 

Notes to the Condensed Consolidated Financial Statements (Unaudited)

 

 

Note 1. Organization and Description of Business

 

Organization

 

Concrete Pumping Holdings, Inc. (the "Company") is a Delaware corporation headquartered in Thornton, Colorado. The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries including Brundage-Bone Concrete Pumping, Inc. ("Brundage-Bone"), Camfaud Group Limited ("Camfaud") and Eco-Pan, Inc. ("Eco-Pan").

 

Nature of business

 

Brundage-Bone is a concrete pumping service provider in the United States ("U.S.") and Camfaud is a concrete pumping service provider primarily operating in the United Kingdom ("U.K."). Their core business is the provision of concrete pumping services to general contractors and concrete finishing companies in the commercial, infrastructure and residential sectors. Most often equipment returns to a "home base" nightly and Brundage-Bone and Camfaud do not contract to purchase, mix, or deliver concrete. Brundage-Bone has approximately 95 branch locations across 23 states, with its corporate headquarters in Thornton, Colorado. Camfaud has approximately 35 branch locations throughout the U.K. and Republic of Ireland, with its corporate headquarters in Epping (near London), England.

 

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 offers pans and roll-off containers that are 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. 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.

 

Seasonality

 

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

 

Note 2. Summary of Significant Accounting Policies

 

We describe our significant accounting policies in Note 2 of the notes to the consolidated financial statements in our annual report on Form 10-K for the year ended October 31, 2025 ("Annual Report"). During the three months ended January 31, 2026, there were no changes to those accounting policies.

 

Basis of presentation

 

We have prepared these unaudited condensed consolidated financial statements based on Securities and Exchange Commission (“SEC”) rules that permit reduced disclosure for interim periods. These financial statements include all adjustments that are necessary for a fair statement of our consolidated results of operations, financial condition and cash flows for the periods shown, including normal, recurring accruals and other items. The consolidated results of operations for the interim periods presented are not necessarily indicative of results for the full year.

 

The year-end condensed consolidated balance sheet was derived from audited financial statements but does not include all disclosures required by generally accepted accounting principles in the United States (“GAAP”). These condensed consolidated financial statements and the accompanying notes should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our Annual Report.

 

Certain prior period amounts have been reclassified in order to conform to the current year presentation.

 

Use of estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

Newly adopted accounting pronouncements

 

ASU 2023-07, Improvements to Reportable Segment Disclosures ("ASU 2023-07") - In November 2023, the FASB issued Accounting Standards Update No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" ("ASU 2023-07"), which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The Company adopted this standard for our fiscal year 2025 annual financial statements and interim financial statements thereafter and have applied this standard retrospectively for all prior periods presented in the financial statements. See Note 16 for further information.

 

Recently issued accounting pronouncements not yet effective

 

ASU 2023-09, Improvements to Income Tax Disclosures ("ASU 2023-09") - In December 2023, the FASB issued ASU No. 2023-09, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. This ASU is effective for public companies with annual periods beginning after December 15, 2024, with early adoption permitted. The Company will adopt the standard during the fourth quarter of its fiscal year ending October 31, 2026, and is currently evaluating the effects that the adoption of this guidance will have on related disclosures.

 

ASU 2024-03, Reporting Comprehensive Income - Expense Disaggregation Disclosures ("ASU 2024-03) - In November 2024, the FASB issued ASU No. 2024-03, which requires additional information about specific expense categories in the notes to financial statements for both interim and annual reporting periods. This ASU is effective for public companies with annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the effects of adoption of this guidance will have on its consolidated financial statements.

 

 

8

 

Note 3. Property, Plant and Equipment

 

The significant components of property, plant and equipment as of January 31, 2026 and  October 31, 2025 are comprised of the following:

 

  

As of January 31,

  

As of October 31,

 

(in thousands)

 

2026

  

2025

 

Land, building and improvements

 $33,139  $32,874 

Machinery and equipment

  569,602   558,679 

Transportation equipment

  13,565   12,909 

Furniture and office equipment

  4,462   4,371 

Accumulated depreciation

  (205,302)  (196,317)

Property, plant and equipment, net

 $415,466  $412,516 

 

For the three months ended January 31, 2026 and 2025 depreciation expense is as follows:

 

 

  

Three Months Ended January 31,

 

(in thousands)

 

2026

  

2025

 

Cost of operations

 $9,928  $9,623 

General and administrative expenses

  529   549 

Total depreciation expense

 $10,457  $10,172 
9

 

 

Note 4. Goodwill and Intangible Assets

 

The Company has recognized goodwill and certain intangible assets in connection with prior business combinations.

 

There were no triggering events during the three months ended January 31, 2026. The Company will continue to evaluate its goodwill and intangible assets in future quarters.

 

The following table summarizes the composition of intangible assets as of  January 31, 2026 and  October 31, 2025:

 

 

  

As of January 31,

 
  

2026

 
  

Weighted Average

  

Gross

          

Foreign Currency

  

Net

 
  

Remaining Life

  

Carrying

  

Accumulated

  

Accumulated

  

Translation

  

Carrying

 

(in thousands)

 

(in Years)

  

Value

  

Impairment

  

Amortization

  

Adjustment

  

Amount

 

Intangibles subject to amortization:

                        

Customer relationship

  7.9  $195,126  $-  $(157,377) $1,479  $39,228 

Trade name

  2.8   5,097   -   (3,872)  417   1,642 

Assembled workforce

  0.1   1,650   -   (1,644)  -   6 

Noncompete agreements

  1.7   1,200   -   (863)  -   337 

Indefinite-lived intangible assets:

                        

Trade names (indefinite life)

  -   55,500   (5,000)  -   -   50,500 

Total intangibles

     $258,573  $(5,000) $(163,756) $1,896  $91,713 

 

  

As of October 31,

 
  

2025

 
  

Weighted Average

  

Gross

        

Foreign Currency

  

Net

 
  Remaining Life  Carrying  Accumulated  Accumulated  Translation  Carrying 

(in thousands)

 

(in Years)

  

Value

  

Impairment

  

Amortization

  

Adjustment

  

Amount

 

Intangibles subject to amortization:

                        

Customer relationship

  8.1  $195,126  $-  $(155,113) $1,302  $41,315 

Trade name

  3.1   5,097   -   (3,731)  343   1,709 

Assembled workforce

  0.3   1,650   -   (1,628)  -   22 

Noncompete agreements

  2.0   1,200   -   (813)  -   387 

Indefinite-lived intangible assets:

                        

Trade names (indefinite life)

  -   55,500   (5,000)  -   -   50,500 

Total intangibles

     $258,573  $(5,000) $(161,285) $1,645  $93,933 

 

Amortization expense for the three months ended  January 31, 2026 and 2025 was $2.5 million and $3.0 million, respectively.

 

The changes in the carrying value of goodwill by reportable segment for the three months ended January 31, 2026 are as follows:

 

(in thousands)

 

U.S. Concrete Pumping

  

U.K. Operations

  

U.S. Concrete Waste Management Services

  

Total

 

Balance as of October 31, 2025

 $147,482  $26,966  $49,133  $223,581 

Foreign currency translation

  -   1,207   -   1,207 

Balance as of January 31, 2026

 $147,482  $28,173  $49,133  $224,788 

 

10

 
 

Note 5. Long Term Debt and Revolving Lines of Credit

 

The table below is a summary of the composition of the Company’s debt balances as of  January 31, 2026 and October 31, 2025:

 

       

January 31,

  

October 31,

 

(in thousands)

 

Interest Rates

 

Maturities

 

2026

  

2025

 

Senior notes due 2032 - all long term

 7.500% 

February 2032

  425,000   425,000 

Total debt, gross

       425,000   425,000 

Less: Unamortized deferred financing costs offsetting long term debt

       (6,825)  (7,109)

Long term debt, net of unamortized deferred financing costs

      $418,175  $417,891 

 

Senior Notes - 2032 Notes 

 

On January 31, 2025, Brundage-Bone Concrete Pumping Holdings Inc., a Delaware corporation (the "Issuer") and a wholly-owned subsidiary of the Company issued $425.0 million aggregate principal amount of its 7.500% Senior Notes due 2032 (the "2032 Notes"). Interest on the 2032 Notes accrues at a fixed rate of 7.500% per annum and is payable semi-annually on February 1st and August 1st of each year. The 2032 Notes will mature on February 1, 2032. The 2032 Notes are senior secured obligations and are secured by second‑priority liens on substantially all assets of the Issuer and the guarantors, subject to first‑priority liens securing obligations under the ABL Facility (as defined below). As of January 31, 2026, there were no material changes to the terms of our long-term debt and as of that date, the Company was in compliance with all covenants under the Indenture. For further information, see Note 7 of the notes to consolidated financial statements in our Annual Report.

 

ABL Credit Facility

 

The asset-backed loan credit facility ("ABL Facility") provides a maximum revolver available of $350.0 million, letter of credit sublimit of $32.5 million and matures on 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 2032 Notes or (ii) the date the 2032 Notes become due and payable. The ABL Facility also provides for an uncommitted accordion feature under which we can, subject to specified conditions, increase the ABL Facility by up to an additional $25.0 million.

 

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. Borrowings are generally in the form of short-term fixed rate loans that can be extended to mature on 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 2032 Notes or (ii) the date the 2032 Notes become due and payable. Amounts borrowed may be repaid at any time, subject to the terms and conditions of the agreement. The Company utilizes the ABL Facility to support its working capital arrangement.

 

As of January 31, 2026 we had $297.3 million of available borrowing capacity under the ABL Facility, $1.1 million in credit line reserves and a letter of credit balance of $18.5 million. Debt issuance costs related to revolving credit facilities are capitalized and reflected as an asset in deferred financing costs in the accompanying condensed consolidated balance sheets and amortized over the term of the facility. The Company had capitalized debt issuance costs related to the revolving credit facilities of $1.9 million as of January 31, 2026.

 

For further information, see Note 7 of the notes to consolidated financial statements in our Annual Report.

 

 

Note 6. Accrued Payroll and Payroll Expense

 

The following table summarizes accrued payroll and expenses as of January 31, 2026 and  October 31, 2025:

 

   

As of January 31,

   

As of October 31,

 

(in thousands)

 

2026

   

2025

 

Accrued vacation

  $ 2,592     $ 2,596  

Accrued payroll

    1,784       2,806  

Accrued bonus

    1,338       4,764  

Accrued employee-related taxes

    1,733       1,716  

Other accrued

    65       92  

Total accrued payroll and payroll expenses

  $ 7,512     $ 11,973  

 

 

Note 7. Accrued Expenses and Other Current Liabilities

 

The following table summarizes accrued expenses and other current liabilities as of January 31, 2026 and  October 31, 2025:

 

   

As of January 31,

   

As of October 31,

 

(in thousands)

 

2026

   

2025

 

Accrued self-insured commercial liabilities

  $ 11,426     $ 11,134  

Accrued self-insured health liabilities

    1,333       1,389  

Accrued interest

    15,938       7,969  

Accrued equipment purchases

    1,130       124  

Accrued property, sales and use tax

    3,415       3,811  

Accrued professional fees

    1,065       891  

Other

    4,069       3,412  

Total accrued expenses and other current liabilities

  $ 38,376     $ 28,730  

 

11

  
 

Note 8. Stockholders Equity

 

Share Repurchase Program

 

In June 2025, the board of directors of the Company approved a $15.0 million increase to the Company’s share repurchase program. Including this increase, there have been a total of $50.0 million in authorizations since the inception of the share repurchase program in June 2022. In March 2025, the board of directors of the Company approved the extension of the expiration date of the existing share repurchase program, from March 31, 2025 to December 31, 2026.

 

The repurchase program permits shares to be repurchased in the open market, by block purchase, in privately negotiated transactions, in one or more transactions from time to time, or pursuant to any trading plan adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act"). Open market purchases will be conducted in accordance with the limitations set forth in Rule 10b-18 of the Exchange Act and other applicable legal and regulatory requirements. The repurchase program may be suspended, terminated, extended or otherwise modified by the board of directors without notice at any time for any reason, including, without limitation, market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, capital and liquidity objectives, and other factors deemed appropriate by the Company's management.

 

The following table summarizes the shares repurchased, total cost of shares repurchased and average price per share for the three months ended January 31, 2026 and 2025. All repurchases were at market value.

 

  

Three Months Ended January 31,

 

(in thousands, except price per share)

 

2026

  

2025

 

Shares repurchased

  651   296 

Total cost of shares repurchased

 $4,082  $1,934 

Average price per share

 $6.27  $6.53 

 

 

Note 9. Revenue Recognition

 

The table below summarizes our revenues as presented in our unaudited condensed consolidated statements of operations for the periods ended  January 31, 2026 and 2025 by revenue type:

 

   

Three Months Ended January 31,

 

(in thousands)

 

2026

   

2025

 

Service revenue

  $ 81,652     $ 78,028  

Lease fixed revenue

    5,472       5,000  

Lease variable revenue

    3,437       3,419  

Total revenue

  $ 90,561     $ 86,447  

 

For further information, see Note 2 of the notes to consolidated financial statements in our Annual Report.

 

Note 10. Income Taxes

 

The following table summarizes income before income taxes and income tax expense for the three months ended January 31, 2026 and 2025:

 

  

Three Months Ended January 31,

 

(in thousands)

 

2026

  

2025

 
         

Loss before income taxes

 $(3,544) $(3,675)

Income tax benefit

 $(1,102) $(1,036)

 

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.

 

12

 
 

Note 11. Stock-Based Compensation

 

Pursuant to the Concrete Pumping Holdings, Inc. 2018 Omnibus Incentive Plan, the Company has granted stock-based awards to certain employees in the U.S. and U.K.

 

The following table summarizes realized compensation expense related to stock options and restricted stock awards in the accompanying condensed consolidated statements of operations:

 

  

Three Months Ended January 31,

 

(in thousands)

 

2026

  

2025

 

Compensation expense – restricted stock

 $561  $332 

Compensation expense – stock options

  57   35 

Total

 $618  $367 

 

Total cash payments to taxing authorities for employees' tax obligations related to restricted stock unit vesting's for the three months ended January 31, 2026 and 2025 were $0.5 million and $0.6 million, respectively.

 

Note 12. Earnings Per Share

 

The table below shows our basic and diluted EPS calculations for the three months ended January 31, 2026 and 2025:

 

  

Three Months Ended January 31,

 

(in thousands, except per share amounts)

 

2026

  

2025

 

Net loss (numerator):

        

Net loss attributable to Concrete Pumping Holdings, Inc.

 $(2,442) $(2,639)

Less: Accretion of liquidation preference on preferred stock

  (441)  (440)

Net loss attributable to common stockholders (numerator for basic earnings per share)

 $(2,883) $(3,079)
         

Weighted average shares (denominator):

        

Weighted average shares - basic

  51,009   53,045 

Weighted average shares - diluted

  51,009   53,045 
         

Basic earnings per share

 $(0.06) $(0.06)

Diluted earnings per share

 $(0.06) $(0.06)

 

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 January 31, 2026, 2.5 million shares of Series A Preferred Stock, 1.1 million of restricted stock units and 0.2 million of outstanding options were excluded. For the three months ended January 31, 2025, 2.5 million shares of Series A Preferred Stock, 0.3 million of restricted stock units and 0.1 million of outstanding options were excluded.

 

Dividends

 

On January 14, 2025, the Company's Board of Directors declared a special cash dividend of $1.00 per share of common stock, totaling approximately $53.1 million, to shareholders of record as of January 24, 2025, with a payment date on February 3, 2025.

 

13

 

 

Note 13. Supplemental Cash Flow Information

 

The table below shows supplemental cash flow information for the three months ended January 31, 2026 and 2025:

 

 

   

Three Months Ended January 31,

 

(in thousands)

 

2026

   

2025

 

Supplemental cash flow information:

               

Cash payments related to operating lease liabilities

  $ 1,281     $ 1,253  

Cash paid for interest

  $ 22     $ 11,394  

Cash refunded for income taxes

  $ (200 )   $ -  
                 

Non-cash investing and financing activities:

               

Operating lease assets obtained in exchange for new operating lease liabilities

  $ 908     $ 981  

 

The table below shows property, plant and equipment acquired but not yet paid for as of  January 31, 2026 and 2025:  

 

   

As of January 31,

 

(in thousands)

 

2026

   

2025

 

Beginning of period:

               

PP&E acquired but not yet paid

  $ 425     $ 1,591  
                 

End of period:

               

PP&E acquired but not yet paid

  $ 1,429     $ 2,549  

 

 

Note 14. 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 were no changes since October 31, 2025 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 may differ from their respective fair values. The fair values of the long-term debt instruments are derived from Level 2 inputs. The fair value amount of the long-term debt instruments as of  January 31, 2026 and October 31, 2025 is presented in the table below based on the prevailing interest rates and trading activity of the Senior Notes.

 

   

As of January 31,

   

As of October 31,

 
   

2026

   

2025

 

(in thousands)

 

Carrying Value

   

Fair Value

   

Carrying Value

   

Fair Value

 

2032 Notes

  $ 425,000     $ 426,063     $ 425,000     $ 427,656  

 

All other non-financial assets

 

The Company's non-financial assets, which primarily consist of property and equipment, goodwill and other intangible assets, are not 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.

 

14

 
 

 

Note 15. 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 but not reported. When a recognized liability is covered by third-party insurance, the Company records an insurance claim receivable to reflect the covered liability. Amounts estimated to be paid within one 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 from third-party insurance within one 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  January 31, 2026 and  October 31, 2025 for (1) recorded liabilities, related to both asserted as well as unasserted insurance claims and (2) any related insurance claims receivables:

 

   

As of January 31, 2026

  

As of October 31, 2025

 

(in thousands)

Classification on the Condensed Consolidated Balance Sheets

        

Self-insured commercial liability, current

Accrued expenses and other current liabilities

 $11,426  $11,134 

Self-insured commercial liability, non-current

Other non-current liabilities

  10,458   10,789 

Total self-insured commercial liabilities

 $21,884  $21,923 
          

Expected recoveries related to self-insured commercial liabilities, current

Prepaid expenses and other current assets

 $946  $954 

Expected recoveries related to self-insured commercial liabilities, non-current

Other non-current assets

  10,458   10,789 

Total expected recoveries related to self-insured commercial liabilities

 $11,404  $11,743 
          

Total self-insured commercial liability, net of expected recoveries

 $10,480  $10,180 

 

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 a third-party administrator for tasks including, but not limited to, processing claims and remitting benefits. The third-party administrator requires the Company to maintain a bank account to facilitate the administration of claims.

 

As of  January 31, 2026 and  October 31, 2025, the Company had accrued $1.3 million and $1.4 million, respectively, for estimated health claims incurred but not 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 with third parties that have arisen in the ordinary course of business. Management believes that the outcomes of these matters will not have a material impact on the Company’s financial statements and does not believe that any amounts need to be recorded for contingent liabilities in the Company’s condensed consolidated balance sheet.

 

Letters of credit

 

The ABL Facility provides for up to $32.5 million of standby letters of credit. As of January 31, 2026, total outstanding letters of credit totaled $18.5 million, all of which had been committed to the Company's commercial insurance providers.

 

Note 16. Segment Reporting

 

The Company conducts business through three reportable segments based on geography and the nature of services sold, 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 Other/Eliminations below or noted as intersegment amounts. All other non-segmented assets primarily include cash and cash equivalents and intercompany eliminations. The accounting policies of the segment reporting are the same as those described in Note 2 of our Annual Report.

 

The Company’s chief operating decision maker ("CODM"), who is the CEO of the Company, makes decisions and evaluates the performance of each segment based on segment adjusted EBITDA. This measure is reviewed in monthly performance reports and is used to assess operating results, compare profitability across segments, and support resource allocation decisions such as budgeting and long-term planning. Results are compared to both budgeted amounts and prior year amounts to provide context and evaluate performance trends. Segment adjusted EBITDA includes direct operating expenses that are attributable to each segment and are regularly reviewed by the CODM. These direct operating expenses include employee cost of operations expenses, repairs and maintenance, fuel, and employee general and administrative ("G&A") expenses. Prior to the fourth quarter of 2025, the CODM evaluated segment performance using segment EBITDA, which included results after allocated corporate expenses, loss on extinguishment of debt, stock-based compensation, other expense (income), net, and other adjustments. Beginning in the fourth quarter of 2025, the CODM transitioned to using segment adjusted EBITDA as the measure of profit and loss. Segment adjusted EBITDA excludes the above allocations and adjustments, consistent with how the CODM now evaluates performance and allocates resources.

 

The following items are excluded from our segment adjusted EBITDA results as they are managed centrally, not regularly provided to our CODM by segment and are not used in evaluating segment performance or resource allocation decisions:

 

 

Depreciation and amortization

 

Interest expense and amortization of deferred financing costs, net of interest income

 

Unallocated corporate expenses – These are central shared costs managed separately and included in "unallocated corporate expenses" in the tables below.

 

Loss on debt extinguishment

 

Stock-based compensation

 

Other expense (income), net

 

Other adjustments

 

 

15

 

 

The following tables summarize the Company’s segment results, provide a reconciliation of total segment adjusted EBITDA to loss before income taxes and discloses other segmented balances or expenditures for the three months ending January 31, 2026 and 2025:

 

  

Three Months Ended January 31, 2026

 

(in thousands)

 

US Concrete Pumping

  

US Concrete Waste Management Services

  

UK Operations

  

Other / Eliminations

  

Total

 

Segment Revenue: (1)

 $59,941  $18,072  $12,548     $90,561 
                     

Segment expenses:

                    

Segment employee cost of operation expenses (2)(3)

  21,008   3,278   4,140      28,426 

Repairs & maintenance (2)

  5,274   886   885      7,045 

Fuel (2)

  3,091   710   1,064      4,865 

Segment employee G&A expenses (2)(4)

  7,056   2,413   1,490      10,959 

Other segment items (5)

  8,648   2,410   1,894      12,952 

Total segment adjusted EBITDA

 $14,864  $8,375  $3,075     $26,314 
                     

Reconciliation of segment adjusted EBITDA to income before taxes:

                    

Depreciation and amortization (6)

             $12,928 

Interest expense and amortization of deferred financing costs, net of interest income

              8,082 

Unallocated corporate expenses

              8,289 

Stock-based compensation

              618 

Other income, net

              (33)

Other adjustments

              (26)

Loss before income taxes

             $(3,544)
                     

Other segment disclosures:

                    

Total assets (at quarter end)

 $703,497  $202,182  $126,967  $(148,920) $883,726 

Capital expenditures

 $6,355  $1,252  $1,909  $-  $9,516 

 

 

(1)

For the three months ended January 31, 2026, intersegment revenue of $0.1 million is excluded from US Concrete Waste Management Services.

 

(2)

The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

 

(3)

Employee cost of operations expenses include salaries, benefits and bonuses.

 

(4)

Employee G&A expenses include salaries, benefits and bonuses.

 

(5)

Other segment items primarily include expenses that are included in segment adjusted EBITDA but are not individually significant and regularly provided to the CODM, such as insurance, facilities costs, professional fees and subscriptions, and other minor operational costs.

 

(6)

Depreciation expense is regularly provided to the CODM; however, only an immaterial portion of depreciation is directly expensed to the operating segments and included in the information regularly provided to the CODM. The remaining depreciation is excluded from the segment results and allocated along with other overhead costs, as it is not used by the CODM in assessing segment performance or allocating resources.

 

16

 
  

Three Months Ended January 31, 2025

 

(in thousands)

 

US Concrete Pumping

  

US Concrete Waste Management Services

  

UK Operations

  

Other / Eliminations

  

Total

 

Segment Revenue: (1)

 $56,914  $16,693  $12,840     $86,447 
                     

Segment expenses:

                    

Segment employee cost of operation expenses (2)(3)

  20,498   3,145   3,899      27,542 

Repairs & maintenance (2)

  4,363   702   899      5,964 

Fuel (2)

  2,959   647   1,184      4,790 

Segment employee G&A expenses (2)(4)

  7,465   2,452   1,392      11,309 

Other segment items (5)

  6,977   2,303   1,819      11,099 

Total segment adjusted EBITDA

 $14,652  $7,444  $3,647     $25,743 
                     

Reconciliation of segment adjusted EBITDA to income before taxes:

                    

Depreciation and amortization (6)

             $13,200 

Interest expense and amortization of deferred financing costs, net of interest income

              5,802 

Unallocated corporate expenses

              8,732 
Loss on debt extinguishment              1,392 

Stock-based compensation

              367 

Other income, net

              (34)

Other adjustments

              (41)

Loss before income taxes

             $(3,675)
                     

Other segment disclosures:

                    

Total assets (at quarter end)

 $741,151  $193,548  $113,544  $(135,358) $912,885 

Capital expenditures

 $2,185  $1,967  $1,678  $11  $5,841 

 

 

(1)

For the three months ended January 31, 2025, intersegment revenue of $0.1 million is excluded from US Concrete Waste Management Services.

 

(2)

The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

 

(3)

Employee cost of operations expenses include salaries, benefits and bonuses.

 

(4)

Employee G&A expenses include salaries, benefits and bonuses.

 

(5)

Other segment items primarily include expenses that are included in segment adjusted EBITDA but are not individually significant and regularly provided to the CODM, such as insurance, facilities costs, professional fees and subscriptions, and other minor operational costs.

 

(6)

Depreciation expense is regularly provided to the CODM; however, only an immaterial portion of depreciation is directly expensed to the operating segments and included in the information regularly provided to the CODM. The remaining depreciation is excluded from the segment results and allocated along with other overhead costs, as it is not used by the CODM in assessing segment performance or allocating resources.

 

17

 
 

Item 2.    Managements Discussion and Analysis of Financial Condition and Results of Operations.

 

You should read the following managements 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.

 

18

 

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.

 

19

 

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.

 

20

 

 

Net Income (Loss) and Adjusted EBITDA Results

 

   

Net Income (Loss)

 
   

Three Months Ended January 31,

   

Change

 

(in thousands, unless otherwise stated)

 

2026

   

2025

       $    

%

 

U.S. Concrete Pumping

  $ (2,752 )   $ (3,080 )   $ 328       10.6 %

U.S. Concrete Waste Management Services

    653       224       429       191.5 %

U.K. Operations

    (343 )     217       (560 )     (258.1 )%

Total

  $ (2,442 )   $ (2,639 )   $ 197       7.5 %
                                 
                                 
   

Adjusted EBITDA

 
   

Three Months Ended January 31,

   

Change

 

(in thousands, unless otherwise stated)

 

2026

   

2025

         

%

 

U.S. Concrete Pumping

  $ 9,696     $ 9,159     $ 537       5.9 %

U.S. Concrete Waste Management Services

    6,029       5,024       1,005       20.0 %

U.K. Operations

    2,300       2,828       (528 )     (18.7 )%

Total

  $ 18,025     $ 17,011     $ 1,014       6.0 %

 

U.S. Concrete Pumping. Net loss for our U.S. Concrete Pumping segment was $2.8 million for the first quarter of fiscal 2026 compared to a net loss of $3.1 million for the first quarter of fiscal 2025. Adjusted EBITDA for our U.S. Concrete Pumping segment was $9.7 million for the first quarter of fiscal 2026, up $0.5 million from $9.2 million for the same period in fiscal 2025. The decrease in net loss was primarily driven by the increase in revenue as discussed above and a decrease in debt extinguishment costs, partially offset by an increase in interest expense and amortization of deferred financing costs as discussed above. The increase in adjusted EBITDA was primarily related to the increase in revenue as discussed above.

 

U.S. Concrete Waste Management Services. Net income for our U.S. Concrete Waste Management Services segment was $0.7 million for the first quarter of fiscal 2026 compared to a net income of $0.2 million for the first quarter of fiscal 2025. Adjusted EBITDA for our U.S. Concrete Waste Management Services segment was $6.0 million for the first quarter of fiscal 2026, up $1.0 million from $5.0 million for the same period in fiscal 2025. The increase in net income was primarily driven by the increase in revenue as discussed above and a decrease in debt extinguishment costs, partially offset by an increase in interest expense and amortization of deferred financing costs as discussed above. The increase in adjusted EBITDA was primarily related to the increase in revenue as discussed above.

 

U.K. Operations. Net loss for our U.K. Operations segment was $0.3 million for the first quarter of fiscal 2026 compared to net income of $0.2 million for the first quarter of fiscal 2025. Adjusted EBITDA for our U.K. Operations segment was $2.3 million for the first quarter of fiscal 2026, down $0.5 million from $2.8 million from the same period in fiscal 2025. Excluding the impact from foreign currency translation, the changes in net income and adjusted EBITDA were primarily related to the decrease in revenue as discussed above.

 

21

 

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.

 

 

22

 

 

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.

 

23

 

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.

 

24

 

   

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  

 

25

 

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.

 

Item 3.    Quantitative and Qualitative Disclosures About Market Risk.

 

We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act; therefore, pursuant to Item 305(e) of the Regulation S-K, we are not required to provide the information required by this Item.

 

Item 4.    Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of January 31, 2026 (as such term is defined in Rule 13a-15(e) under the Exchange Act). Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

 

Based upon this evaluation, our Chief Executive Office and Chief Financial Officer concluded that, as of January 31, 2026, our disclosure controls and procedures were effective at the reasonable assurance level.

 

Changes in Internal Control Over Financial Reporting

 

There have been no changes in our internal control over financial reporting that occurred during the quarter ended January 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

26

 

Part II

 

Item 1.  Legal Proceedings.

 

The information required with respect to this item can be found under "Commitments and Contingencies—Litigation" in Note 15 of the notes to the condensed consolidated financial statements in this quarterly report and is incorporated by reference into this Item 1.

 

Item 1A. Risk Factors.

 

There have been no material changes to the Risk Factors previously disclosed in our Annual Report. For a detailed discussion of the risks that affect our business, please refer to the section entitled "Risk Factors" in the Annual Report.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

Issuer Purchases of Equity Securities

 

During the first quarter of 2026, under our share repurchase program, we repurchased an aggregate of 650,597 shares of our common stock for a total of $4.0 million at an average price of $6.21 per share. The following table reflects issuer purchases of equity securities for the three months ended January 31, 2026:

 

ISSUER PURCHASES OF EQUITY SECURITIES 

 

Period

 

Total Number of Shares Purchased

   

Average Price Paid Per Share (1)

   

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)

   

Approximate Dollar Value of Shares that May Yet be Purchased under the Plans or Programs (in millions) (1,3)

 

November 1, 2025 - November 30, 2025

    241,579     $ 6.15       241,579     $ 17.1  

December 1, 2025 - December 31, 2025

    163,464       6.63       163,464       16.0  

January 1, 2026 - January 31, 2026

    326,002       6.10       245,554       14.5  

Total

    731,045 (4)   $ 6.24 (5)     650,597     $ 14.5  
  (1) Excludes commission cost and any applicable excise taxes incurred on share repurchases.
  (2) From June 2022 through April 2025, the board of directors of the Company approved (through various resolutions) an aggregate authorization of $35.0 million for the Companys share repurchase program. In March 2025, the board of directors of the Company approved the extension of the expiration date of the existing share repurchase program from March 31, 2025 to December 31, 2026, which was announced March 11, 2025. Further, in June 2025, the board of directors of the Company approved an authorization of $15.0 million increase for the Companys share repurchase program, which was announced June 5, 2025. This brings the total share repurchase program authorizations to $50.0 million.
  (3) Dollar value of shares that may yet be purchased under the repurchase program is as of the end of the quarter covered by this Quarterly Report on Form 10-Q.
  (4) Of the 731,045 shares included in this column, 650,597 were purchased under the share repurchase program and the remaining 80,448 shares reflect shares of common stock purchased into treasury stock in order to satisfy employee tax withholding obligations for the vesting of stock awards.
  (5) Of the $6.24 per share included in this column, 650,597 were purchased under the share repurchase program at $6.21 per share and the remaining 80,448 shares reflect shares of common stock purchased into treasury stock at $6.47 per share in order to satisfy employee tax withholding obligations for the vesting of stock awards.

 

27

 

Item 3.  Defaults Upon Senior Securities.

 

None

 

Item 4. Mine Safety Disclosures.

 

Not Applicable.

 

Item 5.  Other Information.

 

(a) None

(b) None

(c) None

 

Item 6.  Exhibits.

 

The documents set forth below are filed herewith or incorporated herein by reference to the location indicated.

 

Exhibit No.

   

Description

31.1    

Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).

31.2    

Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).

32.1    

Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. Section 1350.

32.2    

Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. Section 1350.

101.INS

   

Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

101.SCH

   

Inline XBRL Taxonomy Extension Schema Document

101.CAL

   

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

   

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

   

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

   

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104    

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

28

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

CONCRETE PUMPING HOLDINGS, INC.

 

 

 

 

 

By: /s/ Iain Humphries

 

Name: Iain Humphries

 

Title: Chief Financial Officer and Secretary

  (Authorized Signatory)

 

 

 

Dated: March 10, 2026

 

29

FAQ

How did Concrete Pumping Holdings (BBCP) perform in Q1 2026?

Concrete Pumping Holdings delivered higher revenue but remained unprofitable in Q1 2026. Revenue rose to $90.6 million from $86.4 million, while net loss was $2.4 million, similar to last year. The company also generated stronger operating cash flow of $21.4 million.

What were BBCP’s key segment results for the quarter ended January 31, 2026?

U.S. Concrete Pumping revenue increased 5.3% to $59.9 million, and U.S. Concrete Waste Management Services grew 8.3% to $18.1 million. U.K. Operations revenue declined 2.3% to $12.5 million, reflecting weaker commercial construction volumes despite foreign currency tailwinds.

What was Concrete Pumping Holdings’ profitability and EPS in Q1 2026?

The company reported a net loss of $2.4 million, slightly better than the $2.6 million loss a year earlier. Loss available to common shareholders was $2.9 million, resulting in basic and diluted EPS of $(0.06), unchanged from the prior‑year quarter.

What is BBCP’s liquidity position and debt structure as of January 31, 2026?

BBCP held $53.0 million of cash and had $297.3 million of available borrowing capacity under its $350.0 million ABL facility. Long‑term debt consisted of $425.0 million of 7.500% senior notes due 2032, with the company in compliance with all covenants.

How much cash did Concrete Pumping Holdings generate from operations in Q1 2026?

Net cash provided by operating activities was $21.4 million in Q1 2026, up from $6.0 million a year earlier. This reflected non‑cash depreciation and amortization, seasonal reductions in receivables, and changes in operating liabilities, supporting reinvestment and share repurchases.

What capital expenditures and share repurchases did BBCP undertake in Q1 2026?

BBCP spent $9.5 million on property, plant and equipment during Q1 2026, mainly for fleet and facility investments. Under its share repurchase program, it bought back 650,597 shares for $4.1 million at an average price of $6.27 per share.

How are insurance and self-insured liabilities impacting BBCP’s balance sheet?

The company recorded $21.9 million of self‑insured commercial liability reserves and expects $11.4 million of recoveries from third‑party insurance. Net self‑insured commercial liability was $10.5 million, reflecting retained risk for workers’ compensation, auto, and general liability claims.
Concrete Pumping Hldgs Inc

NASDAQ:BBCP

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340.26M
20.77M
Engineering & Construction
Construction - Special Trade Contractors
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United States
THORNTON