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What changed in Concrete Pumping Holdings, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Concrete Pumping Holdings, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+173 added−164 removedSource: 10-K (2026-01-13) vs 10-K (2025-01-10)

Top changes in Concrete Pumping Holdings, Inc.'s 2025 10-K

173 paragraphs added · 164 removed · 123 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeIn addition, we have approximately 150 skilled mechanics who perform in-house equipment servicing. As of October 31, 2024, we owned 100% of our fleet consisting of approximately 900 boom pumps, ranging in size from 20 to 66 meters, 90 placing booms, 20 telebelts, 300 stationary pumps, and 130 concrete waste management trucks.
Biggest changeIn addition, we have approximately 130 skilled mechanics who perform in-house equipment servicing. As of October 31, 2025, we owned 100% of our fleet consisting of approximately 850 boom pumps, ranging in size from 20 to 66 meters, 90 placing booms, 25 telebelts, 405 stationary pumps and other units of equipment, and 150 concrete waste management trucks.
To obtain any of this information, go to our investor relations website, https://ir.concretepumpingholdings.com, and select "SEC Filings". Our investor relations website includes our Code of Business Conduct and Ethics and charters for the Audit, Compensation and Corporate Governance/Nominating Committees. These materials may also be obtained, free of charge, at https://ir.concretepumpingholdings.com (select "Corporate Governance"). 5 Table of Contents
To obtain any of this information, go to our investor relations website, https://ir.concretepumpingholdings.com, and select "SEC Filings". Our investor relations website includes our Code of Business Conduct and Ethics and charters for the Audit, Compensation and Corporate Governance/Nominating Committees. These materials may also be obtained, free of charge, at https://ir.concretepumpingholdings.com (select "Governance"). 5 Table of Contents
The remaining employees include administrative support, corporate functions, and laborers. Our employees have an average tenure of approximately five years for pump operators. Additionally, our regional managers have, on average, approximately 30 years of experience in the concrete pumping industry. We maintain a highly sophisticated, industry recognized training program, which ensures all operators can meet the requirements of any project.
The remaining employees include administrative support, corporate functions, and laborers. Our pump operators have an average tenure of approximately five years. Additionally, our regional managers have, on average, approximately 30 years of experience in the concrete pumping industry. We maintain a highly sophisticated, industry recognized training program, which ensures all operators can meet the requirements of any project.
In the U.S. and U.K. markets, we serve a large and diverse customer base and as of October 31, 2024, our top ten customers represented less than 10% of our total revenue and had an average tenure of more than 25 years. 2 Table of Contents Segments We operate through the following reportable segments: U.S.
In the U.S. and U.K. markets, we serve a large and diverse customer base and as of October 31, 2025, our top ten customers represented less than 10% of our total revenue and had an average tenure of more than 25 years. 2 Table of Contents Segments We operate through the following reportable segments: U.S.
In addition, as of October 31, 2024, our top ten customers represented less than 10% of our total revenue and had an average tenure of more than 25 years. Our customer composition is largely dependent on geographic location and general economic and construction market trends within individual operating markets.
In addition, as of October 31, 2025, our top ten customers represented less than 10% of our total revenue and had an average tenure of more than 25 years. Our customer composition is largely dependent on geographic location and general economic and construction market trends within individual operating markets.
In addition, the results of our concrete waste management operations under our Eco-Pan brand name in the U.K. are included in this segment. Our Eco-Pan business in the U.K. is operated from a shared Camfaud location as of October 31, 2024. We bill our customers for our Eco-Pan services in the same manner as our U.S. Eco-Pan services.
In addition, the results of our concrete waste management operations under our Eco-Pan brand name in the U.K. are included in this segment. Our Eco-Pan business in the U.K. is operated from a shared Camfaud location as of October 31, 2025. We bill our customers for our Eco-Pan services in the same manner as our U.S. Eco-Pan services.
Operations: Our U.K. operations segment represented 15% of our total revenue for the year ended October 31, 2024, and consisted of concrete pumping and concrete waste management services. Our concrete pumping services are primarily provided through either our Camfaud brand (operated pumping services) or our Premier Concrete Pumping brand (rental of pumping equipment without an operator).
Operations: Our U.K. operations segment represented 15% of our total revenue for the year ended October 31, 2025, and consisted of concrete pumping and concrete waste management services. Our concrete pumping services are primarily provided through either our Camfaud brand (operated pumping services) or our Premier Concrete Pumping brand (rental of pumping equipment without an operator).
Customers We serve a base of more than 16,000 customers (often with several projects per customer) across the U.S. and the U.K. and have an approximate 90% customer retention rate based on our top 500 customers and ~100% customer retention rate of our top 100 customers as of October 31, 2024.
Customers We serve a base of more than 16,000 customers (often with several projects per customer) across the U.S. and the U.K. and have an approximate 90% customer retention rate based on our top 500 customers and an approximate 100% customer retention rate of our top 100 customers as of October 31, 2025.
Pumping operators are trained in concrete pumping, concrete waste management operators are trained in the delivery and pick up of pans and containers and all operators are trained in basic mechanical repair, while shop managers are trained in inspection and maintenance of all critical truck systems. Approximately 110 employees in CPH’s workforce are unionized across California, Oregon and Washington.
Pumping operators are trained in concrete pumping, concrete waste management operators are trained in the delivery and pick up of pans and containers and all operators are trained in basic mechanical repair, while shop managers are trained in inspection and maintenance of all critical truck systems. Approximately 100 employees in CPH’s workforce are unionized across California, Oregon and Washington.
As of October 31, 2024, we estimate our share of the concrete pumping market to be approximately 17% in the U.S. and approximately 30% in the U.K., based on fleet size.
As of October 31, 2025, we estimate our share of the concrete pumping market to be approximately 17% in the U.S. and approximately 30% in the U.K., based on fleet size.
As of October 31, 2024, the average age of our fleet was approximately 8 years old and most of our equipment had useful lives of 10 to 25 years.
As of October 31, 2025, the average age of our fleet was approximately 8 years old and most of our equipment had useful lives of 10 to 25 years.
Our U.K. operations segment is the pioneer of the concrete waste management service in the U.K. and as such, we are not aware of any equivalent competitor in the U.K. 3 Table of Contents Equipment Our fleet is operated by approximately 920 experienced employees as of October 31, 2024, each of whom is required to complete rigorous training and safety programs.
Our U.K. operations segment is the pioneer of the concrete waste management service in the U.K. and as such, we are not aware of any equivalent competitor in the U.K. 3 Table of Contents Equipment Our fleet is operated by approximately 880 experienced employees as of October 31, 2025, each of whom is required to complete rigorous training and safety programs.
Mobile equipment is charged to customers under a minimum hire rate, which is typically five to eight hours. Our concrete pumping business in the U.K. is comprised of a fleet of approximately 400 equipment units that are serviced from approximately 35 locations as of October 31, 2024.
Mobile equipment is charged to customers under a minimum hire rate, which is typically five to eight hours. Our concrete pumping business in the U.K. is comprised of a fleet of approximately 370 equipment units that are serviced from approximately 35 locations as of October 31, 2025.
Operating under our Eco-Pan brand, with approximately 130 trucks and over 11,000 custom metal pans or containers for construction sites from 20 locations in the U.S. as of October 31, 2024, we are 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.
Operating under our Eco-Pan brand, with approximately 150 trucks and over 12,000 custom metal pans or containers for construction sites from 22 locations in the U.S. as of October 31, 2025, we are 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.
We deliver and facilitate substantial labor cost savings, shortened concrete placement times, enhanced worksite safety, and efficient concrete washout containment, and thereby help improve the overall quality of construction projects. As of October 31, 2024, we operated a fleet of approximately 1,550 units of equipment, with approximately 1,590 employees and approximately 145 locations globally.
We deliver and facilitate substantial labor cost savings, shortened concrete placement times, enhanced worksite safety, and efficient concrete washout containment, and thereby help improve the overall quality of construction projects. As of October 31, 2025, we operated a fleet of approximately 1,520 units of equipment, with approximately 1,530 employees and approximately 150 locations globally.
We typically purchase fuel in bulk at favorable prices and primarily utilize onsite fuel storage facilities. Employees As of October 31, 2024, we had approximately 1,590 employees across the U.S. and the U.K., of which approximately 1,070 are highly-skilled equipment operators and mechanics, approximately 200 are managers, approximately 40 are in sales, and approximately 70 are dispatchers.
We typically purchase fuel in bulk at favorable prices and primarily utilize onsite fuel storage facilities. Employees As of October 31, 2025, we had approximately 1,530 employees across the U.S. and the U.K., of which approximately 1,010 are highly-skilled equipment operators and mechanics, approximately 200 are managers, approximately 40 are in sales, and approximately 60 are dispatchers.
Concrete Waste Management Services: Our U.S. concrete waste management services segment represented 17% of our total revenue for the year ended October 31, 2024.
Concrete Waste Management Services: Our U.S. concrete waste management services segment represented 19% of our total revenue for the year ended October 31, 2025.
Concrete Pumping: Our U.S. concrete pumping services segment represented 68% of our total revenue for the year ended October 31, 2024, and services from this segment are primarily provided under our Brundage-Bone and Capital Pumping brands, which as of October 31, 2024, operated a total fleet of approximately 1,020 equipment units from a diversified footprint of approximately 90 locations across 22 states.
Concrete Pumping: Our U.S. concrete pumping services segment represented 66% of our total revenue for the year ended October 31, 2025, and services from this segment are primarily provided under our Brundage-Bone brand, which as of October 31, 2025, operated a total fleet of approximately 1,000 equipment units from a diversified footprint of approximately 95 locations across 23 states.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOther risks relating to our long-term indebtedness include: ● increased vulnerability to general adverse economic and industry conditions; ● we have recently experienced higher interest expense on our ABL Facility due to interest rate increases and we could experience higher interest expense on our ABL Facility if interest rates increase any further and our hedging strategies do not effectively mitigate the effects of these increases; ● need to divert a significant portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of cash to fund working capital, capital expenditures, acquisitions, investments and other general corporate purposes; ● limited ability to obtain additional financing, on terms we find acceptable, if needed, for working capital, capital expenditures, acquisitions and other investments, which may adversely affect our ability to implement our business strategy; ● limited flexibility in planning for, or reacting to, changes in our businesses and the markets in which we operate or to take advantage of market opportunities; and ● a competitive disadvantage compared to our competitors that have less debt.
Biggest changeA rise in interest rates, would increase our debt service obligations and could materially and adversely affect our financial condition, cash flows, and results of operations; ● need to divert a significant portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of cash to fund working capital, capital expenditures, acquisitions, investments and other general corporate purposes; ● limited ability to obtain additional financing, on terms we find acceptable, if needed, for working capital, capital expenditures, acquisitions and other investments, which may adversely affect our ability to implement our business strategy; ● limited flexibility in planning for, or reacting to, changes in our businesses and the markets in which we operate or to take advantage of market opportunities; and ● a competitive disadvantage compared to our competitors that have less debt.
These provisions include: ● a staggered board of directors providing for three classes of directors, which limits the ability of a stockholder or group to gain control of our Board; ● no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates; ● the right of our Board to elect a director to fill a vacancy created by the expansion of our Board or the resignation, death or removal of a director in certain circumstances, which prevents stockholders from being able to fill vacancies on our Board; ● a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders; ● a prohibition on stockholders calling a special meeting and the requirement that a meeting of stockholders may only be called by members of our Board, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors; and ● advance notice procedures that stockholders must comply with in order to nominate candidates to our Board or to propose matters to be acted upon at a meeting of stockholders, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s director nominees to the Board or otherwise attempting to obtain control of us. 19 Table of Contents The Charter of the Company designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
These provisions include: ● a staggered board of directors providing for three classes of directors, which limits the ability of a stockholder or group to gain control of our Board; ● no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates; ● the right of our Board to elect a director to fill a vacancy created by the expansion of our Board or the resignation, death or removal of a director in certain circumstances, which prevents stockholders from being able to fill vacancies on our Board; ● a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders; ● a prohibition on stockholders calling a special meeting and the requirement that a meeting of stockholders may only be called by members of our Board, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors; and ● advance notice procedures that stockholders must comply with in order to nominate candidates to our Board or to propose matters to be acted upon at a meeting of stockholders, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s director nominees to the Board or otherwise attempting to obtain control of us. 20 Table of Contents The Charter of the Company designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
The following factors, among others, may cause weakness in our end markets, either temporarily or long-term: ● the depth and duration of an economic slowdown and lack of availability of credit; ● macroeconomic factors, which have resulted in a tight labor market and impacted supply chains, our operations and our customers’ operations; ● uncertainty regarding general or regional economic conditions; ● reductions in corporate spending for plants and facilities or government spending for infrastructure projects; ● reductions in commercial and residential construction spending activity; ● the cyclical nature of our customers’ businesses, particularly those operating in the commercial, infrastructure and residential construction sectors; ● an increase in the cost of construction materials; ● a decrease in investment in certain of our key geographic markets; ● changes in interest rates and lending standards; ● an overcapacity in the businesses that drive the need for construction; ● adverse weather conditions, which may temporarily affect a particular region or regions; ● reduced construction activity in our end markets; ● terrorism or hostilities involving the U.S. or the U.K.; ● change in structural construction designs of buildings (e.g., wood versus concrete); ● risks of political or economic instability; and ● oversupply of equipment or new entrants into the market area resulting in greater competitive activity.
The following factors, among others, have and may continue to cause weakness in our end markets, either temporarily or long-term: ● the depth and duration of an economic slowdown and lack of availability of credit; ● macroeconomic factors, which have resulted in a tight labor market and impacted supply chains, our operations and our customers’ operations; ● uncertainty regarding general or regional economic conditions; ● reductions in corporate spending for plants and facilities or government spending for infrastructure projects; ● reductions in commercial and residential construction spending activity; ● the cyclical nature of our customers’ businesses, particularly those operating in the commercial, infrastructure and residential construction sectors; ● an increase in the cost of construction materials; ● a decrease in investment in certain of our key geographic markets; ● changes in interest rates and lending standards; ● an overcapacity in the businesses that drive the need for construction; ● adverse weather conditions, which may temporarily affect a particular region or regions; ● reduced construction activity in our end markets; ● terrorism or hostilities involving the U.S. or the U.K.; ● change in structural construction designs of buildings (e.g., wood versus concrete); ● risks of political or economic instability; and ● oversupply of equipment or new entrants into the market area resulting in greater competitive activity.
Our quarterly operating results have in the past and may in the future fluctuate significantly because of a number of factors, including: ● labor availability and costs for hourly and management personnel; ● demand for our services; ● profitability of our products, especially in new markets and due to seasonal fluctuations; ● seasonal weather patterns in the construction industry on which we rely, with activity tending to be lowest in the winter and spring; ● changes in interest rates; ● impairment of long-lived assets; ● macroeconomic conditions, both nationally and locally; ● negative publicity relating to products we serve; ● adverse rulings or settlements in legal or administrative proceedings; ● changes in consumer preferences and competitive conditions; ● expansion into new markets; and ● fluctuations in commodity prices. 18 Table of Contents We are a holding company with no business operations of our own and we depend on cash flow from our wholly owned subsidiaries to meet our obligations.
Our quarterly operating results have in the past and may in the future fluctuate significantly because of a number of factors, including: ● labor availability and costs for hourly and management personnel; ● demand for our services; ● profitability of our products, especially in new markets and due to seasonal fluctuations; ● seasonal weather patterns in the construction industry on which we rely, with activity tending to be lowest in the winter and spring; ● changes in interest rates; ● impairment of long-lived assets; ● macroeconomic conditions, both nationally and locally; ● negative publicity relating to products we serve; ● adverse rulings or settlements in legal or administrative proceedings; ● changes in consumer preferences and competitive conditions; ● expansion into new markets; and ● fluctuations in commodity prices. 19 Table of Contents We are a holding company with no business operations of our own and we depend on cash flow from our wholly owned subsidiaries to meet our obligations.
If any of the multiemployer plans were to become significantly underfunded again, and go into an "endangered status," the trustees of the plan would be required to adopt and maintain a rehabilitation plan and we may be required to pay a surcharge on top of our regular contributions to the plan. 14 Table of Contents We currently have no intention of withdrawing, in either a complete or partial withdrawal, from any of the multiemployer plans to which we currently contribute, and we have not been assessed any withdrawal liability in the past when we have ceased participating in certain multiemployer plans to which we previously contributed.
If any of the multiemployer plans were to become significantly underfunded again, and go into an "endangered status," the trustees of the plan would be required to adopt and maintain a rehabilitation plan and we may be required to pay a surcharge on top of our regular contributions to the plan. 15 Table of Contents We currently have no intention of withdrawing, in either a complete or partial withdrawal, from any of the multiemployer plans to which we currently contribute, and we have not been assessed any withdrawal liability in the past when we have ceased participating in certain multiemployer plans to which we previously contributed.
We have identified below certain of the factors that have in the past and may in the future cause our revenue and operating results to vary: ● seasonal weather patterns in the construction industry on which we rely, with activity tending to be lowest in the winter and spring; ● the timing of expenditures for maintaining existing equipment, acquiring new equipment and disposing of used equipment; ● changes in demand for our services or the prices we charge due to changes in economic conditions, competition or other factors; ● changes in the interest rates applicable to our variable rate debt, and the overall level of our debt; ● fluctuations in fuel costs; ● general economic conditions in the markets where we operate; ● the cyclical nature of our customers’ businesses; ● price changes in response to competitive factors; ● other cost fluctuations, such as costs for employee-related compensation and benefits; ● labor shortages, work stoppages or other labor difficulties and labor issues in trades on which our business may be dependent in particular regions; ● potential enactment of new legislation affecting our operations or labor relations; ● timing of acquisitions and new branch openings and related costs; ● possible unrecorded liabilities of acquired companies and difficulties associated with integrating acquired companies into our existing operations; ● changes in the exchange rate between the U.S. dollar ("USD") and Great Britain pound sterling ("GBP"); ● potential increased demand from our customers to develop and provide new technological services in our business to meet changing customer preferences; ● our ability to control costs and maintain quality; ● our effectiveness in integrating new locations and acquisitions; and ● possible write-offs or exceptional charges due to changes in applicable accounting standards, reorganizations or restructurings, obsolete or damaged equipment or the refinancing of our existing debt.
We have identified below certain of the factors that have in the past and may in the future cause our revenue and operating results to vary: ● seasonal weather patterns in the construction industry on which we rely, with activity tending to be lowest in the winter and spring; ● the timing of expenditures for maintaining existing equipment, acquiring new equipment and disposing of used equipment; ● changes in demand for our services or the prices we charge due to changes in economic conditions, competition or other factors; ● changes in the interest rates applicable to our variable rate debt, and the overall level of our debt; ● fluctuations in fuel costs; ● general economic conditions in the markets where we operate; ● the cyclical nature of our customers’ businesses; ● price changes in response to competitive factors; ● other cost fluctuations, such as costs for employee-related compensation and benefits; ● labor shortages, work stoppages or other labor difficulties and labor issues in trades on which our business may be dependent in particular regions; ● potential enactment of new legislation affecting our operations or labor relations; ● an oversaturation of fleet equipment in the industry; ● timing of acquisitions and new branch openings and related costs; ● possible unrecorded liabilities of acquired companies and difficulties associated with integrating acquired companies into our existing operations; ● changes in the exchange rate between the U.S. dollar ("USD") and Great British pound sterling ("GBP"); ● potential increased demand from our customers to develop and provide new technological services in our business to meet changing customer preferences; ● our ability to control costs and maintain quality; ● our effectiveness in integrating new locations and acquisitions; and ● possible write-offs or exceptional charges due to changes in applicable accounting standards, reorganizations or restructurings, obsolete or damaged equipment or the refinancing of our existing debt.
The market value of used equipment depends on several factors, including: ● the market price for comparable new equipment; ● the time of year that it is sold; ● the supply of similar used equipment on the market; ● the existence and capacities of different sales outlets; ● the age of the equipment, and the amount of usage of such equipment relative to its age, at the time it is sold; ● worldwide and domestic demand for used equipment; ● the effect of advances and changes in technology in new equipment models; ● changing perception of residual value of used equipment by the Company’s suppliers; and ● general economic conditions.
The market value of used equipment depends on several factors, including: ● the market price for comparable new equipment; ● the time of year that it is sold; ● the supply of similar used equipment on the market; ● the existence and capacities of different sales outlets; ● the age of the equipment, and the amount of usage of such equipment relative to its age, at the time it is sold; ● worldwide and domestic demand for used equipment; ● the effect of advances and changes in technology and emission controls in new equipment models; ● changing perception of residual value of used equipment by the Company’s suppliers; and ● general economic conditions.
Future events, such as changes in existing laws or policies or their enforcement, or the discovery of currently unknown contamination, may give rise to remediation liabilities or other claims or costs that may be material. 12 Table of Contents The failure to maintain an effective system of internal controls could adversely affect our financial reporting, results of operations and share price and harm our business.
Future events, such as changes in existing laws or policies or their enforcement, or the discovery of currently unknown contamination, may give rise to remediation liabilities or other claims or costs that may be material. 13 Table of Contents The failure to maintain an effective system of internal controls could adversely affect our financial reporting, results of operations and share price and harm our business.
If any analyst who covers the Company were to cease coverage of the Company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our stock price or trading volume to decline. 17 Table of Contents Future sales, or the perception of future sales, by us or our existing stockholders in the public market could cause the market price for our common stock to decline.
If any analyst who covers the Company were to cease coverage of the Company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our stock price or trading volume to decline. 18 Table of Contents Future sales, or the perception of future sales, by us or our existing stockholders in the public market could cause the market price for our common stock to decline.
Operating hazards have in the past and could in the future cause personal injury or death, damage to or destruction of property, plant and equipment, environmental damage, performance delays, monetary losses or legal liability. 11 Table of Contents We have operations throughout the United States and the United Kingdom, which subjects us to multiple federal, state, and local laws and regulations.
Operating hazards have in the past and could in the future cause personal injury or death, damage to or destruction of property, plant and equipment, environmental damage, performance delays, monetary losses or legal liability. 12 Table of Contents We have operations throughout the United States and the United Kingdom, which subjects us to multiple federal, state, and local laws and regulations.
If we are unable to obtain sufficient additional capital in the future, our business could be materially adversely affected. 16 Table of Contents We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under applicable debt instruments, which may not be successful.
If we are unable to obtain sufficient additional capital in the future, our business could be materially adversely affected. 17 Table of Contents We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under applicable debt instruments, which may not be successful.
In addition, such covenants limit the flexibility of the respective restricted entities in planning for, or reacting to, changes in the industries in which they operate. 15 Table of Contents We have a significant amount of indebtedness, which could adversely affect our cash flow and our ability to operate our business and to fulfill our obligations under our indebtedness.
In addition, such covenants limit the flexibility of the respective restricted entities in planning for, or reacting to, changes in the industries in which they operate. 16 Table of Contents We have a significant amount of indebtedness, which could adversely affect our cash flow and our ability to operate our business and to fulfill our obligations under our indebtedness.
Dollars bear interest at, (1) the SOFR rate (subject to a 0.00% floor), plus an applicable margin equal to 2.50% per annum that is fixed until September 30, 2025, after which point the margin will stepdown to 2.25% per annum if the quarterly average excess availability is greater than or equal to 33.3% of the Maximum Revolver Amount, and will further stepdown to 2.00% per annum if the quarterly average excess availability is greater than or equal to 66.7% of the Maximum Revolver Amount 2024, or (2) as related to all other loans, the base rate (subject to a 0.00% floor), plus an applicable margin equal to 1.50% per annum that is fixed until September 30, 2025, which will stepdown to 1.25% per annum if the quarterly average excess availability is greater than or equal to 33.3% of the Maximum Revolver Amount and will further stepdown to 1.00% per annum if the quarterly average excess availability is greater than or equal to 66.6% of the Maximum Revolver Amount.
Dollars bear interest at, (1) the SOFR rate (subject to a 0.00% floor), plus an applicable margin equal to 2.50% per annum that is fixed until September 30, 2025, after which point the margin will stepdown to 2.25% per annum if the quarterly average excess availability is greater than or equal to 33.3% of $350.0 million (the "Maximum Revolver Amount"), and will further stepdown to 2.00% per annum if the quarterly average excess availability is greater than or equal to 66.7% of the Maximum Revolver Amount, or (2) as related to all other loans, the base rate (subject to a 0.00% floor), plus an applicable margin equal to 1.50% per annum that is fixed until September 30, 2025, which will stepdown to 1.25% per annum if the quarterly average excess availability is greater than or equal to 33.3% of the Maximum Revolver Amount and will further stepdown to 1.00% per annum if the quarterly average excess availability is greater than or equal to 66.6% of the Maximum Revolver Amount.
Global economic challenges including inflation, persistently high interest rates, increased fuel costs, supply-chain disruptions, and adverse labor market conditions have caused macroeconomic uncertainty and volatility in markets where we operate, and as a result of these challenges, (1) we have experienced negative impacts to our gross margins where we have not been able to fully pass these cost increase factors on to our customers and (2) some of our customers’ projects have been delayed or potentially cancelled.
Global economic challenges including inflation, persistently high interest rates, increased fuel costs, supply-chain disruptions, uncertainty surrounding tariffs and adverse labor market conditions have caused macroeconomic uncertainty and volatility in markets where we operate, and as a result of these challenges, (1) we have experienced negative impacts to our gross margins where we have not been able to fully pass these cost increase factors on to our customers and (2) some of our customers’ projects have been delayed or cancelled.
Adverse weather conditions, including hurricanes and tropical storms, cold weather, snow, and heavy or sustained rainfall, have in the past and could in the future reduce construction activity, restrict the demand for our products and services, and impede our ability to deliver and pump concrete efficiently or at all.
Adverse weather conditions, including hurricanes and tropical storms, extreme hot and cold weather, snow, and heavy or sustained rainfall, have in the past and could in the future reduce construction activity, restrict the demand for our products and services, and impede our ability to deliver and pump concrete efficiently or at all.
We manage our fleet of equipment according to the wear and tear that a specific machine or type of equipment is expected to experience over its useful life. As of October 31, 2024, the average age of our concrete pumping equipment was approximately eight years.
We manage our fleet of equipment according to the wear and tear that a specific machine or type of equipment is expected to experience over its useful life. As of October 31, 2025, the average age of our concrete pumping equipment was approximately eight years.
Outcomes from these audits could have a material adverse effect on our financial condition and results of operations. 13 Table of Contents Changes in laws or, regulations or rules, or a failure to comply with any laws, regulations or rules, may adversely affect our business, investments and results of operations.
Outcomes from these audits could have a material adverse effect on our financial condition and results of operations. 14 Table of Contents Changes in laws or, regulations or rules, or a failure to comply with any laws, regulations or rules, may adversely affect our business, investments and results of operations.
At October 31, 2024, we had remaining recorded goodwill of $223.0 million related to multiple acquisitions. If we are unable to collect on contracts with a significant number of customers, our operating results would be adversely affected. We have billing arrangements with a majority of our customers that provide for payment on agreed terms after our services are provided.
At October 31, 2025, we had remaining recorded goodwill of $223.6 million related to multiple acquisitions. If we are unable to collect on contracts with a significant number of customers, our operating results would be adversely affected. We have billing arrangements with a majority of our customers that provide for payment on agreed terms after our services are provided.
If a court were to find these provisions of the Charter inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations. 20 Table of Contents Item 1B.
If a court were to find these provisions of the Charter inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations. 21 Table of Contents
Following amendments to our 2018 Omnibus Incentive Plan on October 29, 2020 and April 25, 2023, a total of 6.3 million shares of common stock were reserved for issuance under our 2018 Omnibus Incentive Plan, of which 2.9 million shares of common stock remain available for future issuance as of October 31, 2024.
Following amendments to our 2018 Omnibus Incentive Plan on October 29, 2020 and April 25, 2023, a total of 6.3 million shares of common stock were reserved for issuance under our 2018 Omnibus Incentive Plan, of which 2.7 million shares of common stock remain available for future issuance as of October 31, 2025.
These concerns have resulted in increasing governmental and societal attention to environmental, social, and governance matters, including expanding mandatory and voluntary reporting, diligence, and disclosure on topics such as climate change, waste production, water usage, human capital, labor, and risk oversight, and could expand the nature, scope, and complexity of matters on which we are required to control, assess, and report.
These concerns have resulted in increased governmental and societal attention to environmental, social, and governance matters, particularly in the U.K., including mandatory and voluntary reporting, diligence, and disclosure on topics such as climate change, waste production, water usage, human capital, labor, and risk oversight, and could expand the nature, scope, and complexity of matters on which we are required to control, assess, and report.
As of October 31, 2024, approximately 110 of our employees in the United States (but none of our employees in the United Kingdom) were represented by unions or covered by collective bargaining agreements. The states in which our employees are represented by unions or covered by collective bargaining agreements are California, Washington and Oregon.
As of October 31, 2025, approximately 100 of our employees in the United States (but none of our employees in the United Kingdom) were represented by unions or covered by collective bargaining agreements. The states in which our employees are represented by unions or covered by collective bargaining agreements are California, Washington and Oregon.
Dollars bore interest at (1) the SOFR rate plus an applicable margin currently set at 2.25% or (2) a base rate plus an applicable margin currently set at 1.25%. After September 6, borrowings in U.S.
Dollars bore interest at (1) the secured overnight financing rate ("SOFR") rate plus an applicable margin currently set at 2.25% or (2) a base rate plus an applicable margin currently set at 1.25%. After September 6, 2024 borrowings in U.S.
As of October 31, 2024, CFLL Holdings, LLC owns 15,477,138 shares, or 29% of outstanding shares of common stock and BBCP Investors, LLC owns 11,005,275 shares, or 21% of our outstanding shares of our common stock. These shares are registered for resale and are not subject to any contractual restrictions on transfer.
As of October 31, 2025, CFLL Holdings, LLC owns 15,477,138 shares, or 30% of outstanding shares of common stock and BBCP Investors, LLC owns 11,005,275 shares, or 22% of our outstanding shares of our common stock. These shares are registered for resale and are not subject to any contractual restrictions on transfer.
Through May 31, 2023, borrowings in GBP bore interest at the sterling overnight indexed average ("SONIA") rate plus an applicable margin currently set at 2.0326%. After May 31, 2023 and through September 6, 2024, borrowings in GBP bore interest at the SONIA rate plus an applicable margin equal to 2.2826%.
From May 31, 2023 and through September 6, 2024, borrowings in GBP bore interest at the sterling overnight indexed average ("SONIA") rate plus an applicable margin equal to 2.2826%.
Although economic conditions have shown signs of improvement in recent months, any further worsening of economic conditions or a decrease in construction expenditures and/or investments could cause weakness in our end markets, cause declines in construction and industrial activity, and materially adversely affect our revenue and operating results.
Any further worsening of economic conditions or a decrease in construction expenditures and/or investments could cause weakness in our end markets, cause declines in construction and industrial activity, and materially adversely affect our revenue and operating results.
In addition, our collective bargaining agreement with our union in California was renewed as of July 1, 2022 and is effective through June 30, 2025. It will continue on a year-to-year basis after unless parties provide advance written notice to change, amend, modify, or terminate the Agreement. No such notices have been given or received.
In addition, our collective bargaining agreement with our union in California was renewed as of July 1, 2025 and is effective through June 30, 2028. It will continue on a year-to-year basis thereafter unless parties provide advance written notice to change, amend, modify, or terminate the Agreement.
The potential consequences of a future material cybersecurity attack on us or our third party service providers could include: business disruption; disruption to systems; theft, destruction, loss, corruption, misappropriation or unauthorized release of sensitive and/or confidential information (including personal information in violation of one or more privacy laws); reputational and brand damage; and potential liability, including litigation or other legal actions against us or the imposition by governmental authorities of penalties, fines, fees or liabilities, any of which, in turn, could cause us to incur significantly increased cybersecurity protection and remediation costs, the loss of customers, and could materially and adversely affect our business, results of operations and financial condition.
The potential consequences of a future material cybersecurity attack on us or our third party service providers could include: business disruption; disruption to systems; theft, destruction, loss, corruption, misappropriation or unauthorized release of sensitive and/or confidential information (including personal information in violation of one or more privacy laws); reputational and brand damage; and potential liability, including litigation or other legal actions against us or the imposition by governmental authorities of penalties, fines, fees or liabilities, any of which, in turn, could cause us to incur significantly increased cybersecurity protection and remediation costs, the loss of customers, and could materially and adversely affect our business, results of operations and financial condition. 11 Table of Contents Legal and Regulatory Risks We are exposed to liability claims on a continuing basis, which may exceed the level of our insurance or not be covered at all, and this could have a material adverse effect on our operating performance.
Furthermore, changes in technology or customer demand could cause certain of our existing equipment to become obsolete and require us to purchase new equipment at increased costs. 8 Table of Contents We sell used equipment on a regular basis.
Such increases could materially adversely impact our financial condition, results of operations and cash flows in future periods. Furthermore, changes in technology or customer demand could cause certain of our existing equipment to become obsolete and require us to purchase new equipment at increased costs. 8 Table of Contents We sell used equipment on a regular basis.
Our collective bargaining agreement with our union in Oregon expires in the first quarter of fiscal year 2025. Our collective bargaining agreement with our union in Washington expires in 2037. We cannot assure you that renegotiation of these agreements will be successful or will not result in adverse economic terms or work stoppages or slowdowns.
Our collective bargaining agreement with our union in Oregon was renewed as of January 1, 2025 and is effective through December 31, 2027. Our collective bargaining agreement with our union in Washington expires in 2037. We cannot assure you that renegotiation of these agreements will be successful or will not result in adverse economic terms or work stoppages or slowdowns.
Failure of prior or future acquisitions to meet our expectations and be integrated successfully could have a material adverse effect on our financial condition and results of operations. 10 Table of Contents Disruptions in our information technology systems due to cyber security threats, incidents or other factors could adversely impact our operations and our operating results, and unauthorized access to customer or vendor information on our systems could adversely affect our relationships and business reputation or result in liability.
Disruptions in our information technology systems due to cyber security threats, incidents or other factors could adversely impact our operations and our operating results, and unauthorized access to customer or vendor information on our systems could adversely affect our relationships and business reputation or result in liability.
The cost of new equipment for use in our concrete pumping fleet has increased and could further increase due to increased material costs to our suppliers or other factors beyond our control. Such increases could materially adversely impact our financial condition, results of operations and cash flows in future periods.
The cost of new equipment for use in our concrete pumping fleet has increased and could further increase due to increased material costs to our suppliers, regulatory requirements (such as the EPA 2027 Emissions Rule) or other factors beyond our control, such as increased tariffs.
As of October 31, 2024, we had $375.0 million of indebtedness outstanding, consisting of (1) $375.0 million for our fixed 6.000% senior secured second lien notes due 2026 (the "Senior Notes") and (2) approximately $20,000 outstanding under our ABL credit agreement (the "ABL Facility"), in addition to $335.0 million of availability under our ABL Facility.
As of October 31, 2025, we had $425.0 million of indebtedness outstanding, consisting of $425.0 million for our fixed 7.500% senior secured second lien notes due 2032 (the "Senior Notes"), in addition to $315.1 million of availability under our ABL Facility. From May 31, 2023 and through September 6, 2024, borrowings in U.S.
Removed
Legal and Regulatory Risks We are exposed to liability claims on a continuing basis, which may exceed the level of our insurance or not be covered at all, and this could have a material adverse effect on our operating performance.
Added
Failure of prior or future acquisitions to meet our expectations and be integrated successfully could have a material adverse effect on our financial condition and results of operations. 10 Table of Contents Changes in foreign trade policies and other factors beyond our control may adversely impact our business and financial performance.
Removed
Through June 29, 2022, borrowings in U.S. Dollars bore interest at either (1) an adjusted LIBOR rate plus an applicable margin of 2.25% or (2) a base rate plus an applicable margin of 1.25%. After June 29, 2022 and through May 31, 2023, borrowings in U.S.
Added
Economic impacts from tariffs and U.S. trade policy changes, including significant tariffs on imported goods, could have direct and/or indirect material adverse effects on our business.
Removed
Dollars bore interest at (1) the secured overnight financing rate ("SOFR") rate plus an applicable margin currently set at 2.00% or (2) a base rate plus an applicable margin currently set at 1.00%. After May 31, 2023 and through September 6, 2024, borrowings in U.S.
Added
Our operations may be indirectly impacted as they are closely tied to residential, commercial, and infrastructure construction, which may face reduced demand if tariffs increase material costs or consumer prices, leading to economic slowdowns or project cancellations resulting in reduced demand for our concrete pumping and waste management services.
Added
Additionally, our reliance on international suppliers for certain key operational equipment directly exposes us to risks of cost increases or supply constraints. Our inability to mitigate these risks or adapt to rapidly changing trade environments could adversely affect our results of operations and financial performance.
Added
Other risks relating to our long-term indebtedness include: ● increased vulnerability to general adverse economic and industry conditions; ● interest rate risk as our ABL Facility is subject to variable rates based on SOFR and SONIA rates.
Added
We may not continue to repurchase our common stock pursuant to our share repurchase program, and any such repurchases may not enhance long-term stockholder value. Share repurchases could also increase the volatility of the price of our common stock and could diminish our cash reserves.
Added
Although our Board has approved a share repurchase program which we have utilized in the past, the share repurchase program does not obligate us to repurchase any specific dollar amount or to acquire any specific number of shares.
Added
The timing and amount of future repurchases, if any, will depend upon several factors, including market and business conditions, our liquidity and capital resources, the trading price of our common stock and the nature of other investment opportunities. The repurchase program may be limited, suspended or discontinued at any time without prior notice.
Added
In addition, repurchases of our common stock pursuant to our share repurchase program could cause our stock price to be higher than it would be in the absence of such a program and could potentially reduce the market liquidity for our stock.
Added
Additionally, our share repurchase program could reduce our available liquidity, which may impact our ability to finance future growth and to pursue possible future strategic opportunities and acquisitions.
Added
Further, the Internal Revenue Service implemented a nondeductible excise tax equal to 1% of the fair market value of certain corporate share repurchases which may diminish its attraction to deliver returns to stockholders.
Added
There can be no assurance that any share repurchases will enhance stockholder value because the market price of our common stock may decline below levels at which we repurchased shares of stock.
Added
Although our share repurchase program is intended to enhance long-term stockholder value, there is no assurance that it will do so and short-term stock price fluctuations could reduce the program’s effectiveness.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties Our corporate office is located at 500 E. 84 th Avenue, Suite A-5, Thornton, CO 80229, where we lease approximately 13,415 square feet of office space in the building. We operate from a base of approximately 90 locations in 22 states in the U.S. and 35 locations in the U.K. as of October 31, 2024.
Biggest changeItem 2. Properties Our corporate office is located at 500 E. 84 th Avenue, Suite A-5, Thornton, CO 80229, where we lease approximately 13,415 square feet of office space in the building. We operate from a base of approximately 95 locations in 23 states in the U.S. and 35 locations in the U.K. as of October 31, 2025.
We own 18 of our locations in the U.S and 1 location in the U.K. We lease all remaining U.S locations and all of our locations in the U.K. Certain facilities are shared between Brundage-Bone and Eco-Pan and certain locations operate without a formal lease. We believe that our properties are suitable for our current operating needs.
We own 16 of our locations in the U.S and 1 location in the U.K. We lease all remaining U.S locations and all of our locations in the U.K. Certain facilities are shared between Brundage-Bone and Eco-Pan and certain locations operate without a formal lease. We believe that our properties are suitable for our current operating needs.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeWe are not presently a party to any litigation that we believe to be material and we are not aware of any pending or threatened litigation against us that we believe could have a material adverse effect on our business, operating result, financial condition or cash flows. Item 4. Mine Safety Disclosures Not applicable. 21 Table of Contents PART II
Biggest changeWe are not presently a party to any litigation that we believe to be material and we are not aware of any pending or threatened litigation against us that we believe could have a material adverse effect on our business, operating result, financial condition or cash flows. Item 4. Mine Safety Disclosures Not applicable. 22 Table of Contents PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures 21 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 22 Item 6. [Reserved] 22 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 23 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 35 Item 8.
Biggest changeItem 4. Mine Safety Disclosures 22 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 23 Item 6. [Reserved] 23 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 24 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 35 Item 8.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe following table reflects issuer purchases of equity securities for the three months ended October 31, 2024: ISSUER PURCHASES OF EQUITY SECURITIES Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Approximate Dollar Value of Shares that May Yet be Purchased under the Plans or Programs (2,3) August 1, 2024 - August 31, 2024 217,425 $ 6.32 138,938 $ 18,584,131 September 1, 2024 - September 30, 2024 134,694 5.73 134,694 17,811,675 October 1, 2024 - October 31, 2024 149,164 5.71 149,164 16,959,726 Total 501,283 4 $ 5.98 5 422,796 $ 16,959,726 (1) In January 2023, the board of directors of the Company approved an authorization of $10.0 million for the Company’s share repurchase program, which was announced January 23, 2023.
Biggest changeThe following table reflects issuer purchases of equity securities for the three months ended October 31, 2025: 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) August 1, 2025 - August 31, 2025 72,512 $ 6.86 72,512 $ 19.9 September 1, 2025 - September 30, 2025 34,813 6.93 34,813 19.6 October 1, 2025 - October 31, 2025 167,076 6.63 167,076 18.5 Total 274,401 $ 6.73 274,401 $ 18.5 (1) Excludes commission cost and any applicable excise taxes incurred on share repurchases.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is currently listed on Nasdaq under the symbol "BBCP". As of January 6, 2025, there were 15 holders of record of shares of our common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is currently listed on Nasdaq under the symbol "BBCP". As of January 8, 2026, there were 13 holders of record of shares of our common stock.
Dividend Policy The Company has not paid any cash dividends on its common stock to date. It is the present intention of the Company to retain any earnings for investment in its business operations or share repurchase activity (see below) and, accordingly, the Company does not currently anticipate the Board declaring any dividends.
It is the present intention of the Company to retain any earnings for investment in its business operations or share repurchase activity (see below) and, accordingly, the Company does not currently anticipate the Board declaring any dividends.
Issuer Purchases of Equity Securities During the fourth quarter of 2024, we repurchased an aggregate of 422,796 shares of our common stock under our publicly announced share repurchase program for a total of $2.5 million at an average price of $5.89 per share.
Issuer Purchases of Equity Securities During the fourth quarter of 2025, we repurchased an aggregate of 274,401 shares of our common stock under our publicly announced share repurchase program for a total of $1.8 million at an average price of $6.73 per share.
This authorization expires on March 31, 2025. In March 2024, the board of directors of the Company approved a $15.0 million increase to the Company's share repurchase program, which was announced March 7, 2024. This authorization also expires on March 31, 2025. (2) Includes commission cost.
Further, in June 2025, the board of directors of the Company approved an authorization of $15.0 million increase for the Company’s share repurchase program, which was announced June 5, 2025. This brings the total share repurchase program authorizations to $50.0 million.
Removed
(4) Of the 501,283 shares included in this column, 422,796 were purchased under the purchase program and the remaining 78,487 shares reflect shares of common stock purchased into treasury stock in order to satisfy employee tax withholding obligations for the vesting of stock awards.
Added
Dividend Policy During the twelve months ended October 31, 2025, we paid a special cash dividend of $1.00 per share, totaling an aggregate of $53.1 million. The dividend was funded with cash on hand and net proceeds from our new 2032 Notes (as defined in Item 7 below).
Removed
(5) Of the $5.98 per share included in this column, 422,796 were purchased under the purchase program and the remaining 78,487 shares reflect shares of common stock purchased into treasury stock in order to satisfy employee tax withholding obligations for the vesting of stock awards.
Added
Any declaration of future 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.
Added
(2) From June 2022 through April 2025, the board of directors of the Company has approved (through various resolutions) an aggregate authorization of $35.0 million for the Company’s share repurchase program.
Added
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.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeSenior Notes and ABL Facility The table below is a summary of the composition of the Company's debt balances as of October 31, 2024 and 2023: October 31, October 31, (in thousands) Interest Rates Maturities 2024 2023 ABL Facility - short term Varies September 2029 $ 20 $ 18,954 Senior notes - all long term 6.000% February 2026 375,000 375,000 Total debt, gross 375,020 393,954 Less: Unamortized deferred financing costs offsetting long term debt (1,740 ) (3,132 ) Less: Current portion (20 ) (18,954 ) Long term debt, net of unamortized deferred financing costs $ 373,260 $ 371,868 Amendment to ABL Facility On September 6, 2024, the ABL Facility was amended to, among other changes, (1) increase the maximum revolver borrowings available to be drawn thereunder from $225.0 million to $350.0 million, (2) increase the letter of credit sublimit from $22.5 million to $32.5 million and (3) extend the maturity of the ABL Facility to the earlier of (a) September 6, 2029 or (b) the date that is 180 days prior to (i) the final stated maturity date of the Senior Notes or (ii) the date the Senior Notes become due and payable.
Biggest changeSenior Notes and ABL Facility The table below is a summary of the composition of the Company's debt balances as of October 31, 2025 and 2024: October 31, October 31, (in thousands) Interest Rates Maturities 2025 2024 ABL Facility - short term Varies September 2029 $ - $ 20 Senior notes due 2026 - all long term 6.000% February 2026 - 375,000 Senior notes due 2032 - all long term 7.500% February 2032 425,000 - Total debt, gross 425,000 375,020 Less: Unamortized deferred financing costs offsetting long term debt (7,109 ) (1,740 ) Less: Current portion - (20 ) Long term debt, net of unamortized deferred financing costs $ 417,891 $ 373,260 Senior Notes On January 31, 2025, Brundage-Bone Concrete Pumping Holdings Inc., a Delaware corporation (the "Issuer") and a wholly-owned subsidiary of the Company, closed its private offering of $425.0 million in aggregate principal amount of senior secured second lien notes due 2032 (the "2032 Notes"), issued pursuant to an indenture, among the Issuer, the Company, the other Guarantors (as defined below), Deutsche Bank Trust Company Americas, as trustee and as collateral agent (the "Indenture").
We evaluate the implied control premium by comparing it to control premiums of recent comparable market transactions, as applicable. 33 Table of Contents Under the income approach, the DCF model is based on expected future after-tax operating cash flows of the reporting unit, discounted to a present value using a risk-adjusted discount rate.
We evaluate the implied control premium by comparing it to control premiums of recent comparable market transactions, as applicable. 34 Table of Contents Under the income approach, the DCF model is based on expected future after-tax operating cash flows of the reporting unit, discounted to a present value using a risk-adjusted discount rate.
As part of the Company’s business growth strategy and capital allocation policy, strategic acquisitions are considered opportunities to enhance our value proposition through differentiation and competitiveness. Depending on the deal size and characteristics of the M&A opportunities available, we expect to allocate capital for opportunistic M&A utilizing cash on the balance sheet and the revolving line of credit. U.S.
As part of the Company’s business growth strategy and capital allocation policy, strategic acquisitions are considered opportunities to enhance our value proposition through differentiation and competitiveness. Depending on the deal size and characteristics of the M&A opportunities available, we expect to allocate capital for opportunistic M&A utilizing cash on the balance sheet and the revolving line of credit.
Other factors that did not have a material impact, but that are significant to understand the results, are qualitatively described. The tables included in the period-to-period comparisons below provide summaries of our revenues, gross profits and net income for our business segments for the years ended October 31, 2024 and 2023.
Other factors that did not have a material impact, but that are significant to understand the results, are qualitatively described. The tables included in the period-to-period comparisons below provide summaries of our revenues, gross profits and net income for our business segments for the years ended October 31, 2025 and 2024.
See Note 10 in Item 8 Financial Statements and Supplementary Data for more information on the Senior Notes and ABL Facility. 29 Table of Contents 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.
See Note 7 in Item 8 Financial Statements and Supplementary Data for more information on the Senior Notes and ABL Facility. 30 Table of Contents 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.
In response to changing economic conditions, we believe we have the flexibility to modify our capital expenditures by adjusting them (either up or down) to match our actual performance and business needs. Our gross capital expenditures for the years ended October 31, 2024 and 2023 were approximately $43.8 million and $54.5 million, respectively.
In response to changing economic conditions, we believe we have the flexibility to modify our capital expenditures by adjusting them (either up or down) to match our actual performance and business needs. Our gross capital expenditures for the years ended October 31, 2025 and 2024 were approximately $46.8 million and $43.8 million, respectively.
See Note 15 in Part II, Item 8 of this report for more information. 32 Table of Contents Critical Accounting Policies and Estimates For more information regarding the Company’s significant accounting policies, as well as recent accounting pronouncements, see Note 2 and Note 3 to the consolidated financial statements within Item 8 of this Annual Report.
See Note 18 in Part II, Item 8 of this report for more information. 33 Table of Contents Critical Accounting Policies and Estimates For more information regarding the Company’s significant accounting policies, as well as recent accounting pronouncements, see Note 2 to the consolidated financial statements within Item 8 of this Annual Report.
The Company elected to have a step one impairment analysis performed as of August 31, 2022 on the Company’s U.S. Concrete Pumping, U.S. Concrete Waste Management Services, and U.K. Operations reporting units.
The Company elected to have a step 1 impairment analysis performed as of August 31, 2025 on the Company’s U.S. Concrete Pumping, U.S. Concrete Waste Management Services, and U.K. Operations reporting units.
These amounts were partially offset by $11.1 million in proceeds from the sale of property, plant and equipment. Cash flow provided by (used in) financing activities . Net cash provided by (used in) financing activities generally reflects the cash changes related to our Senior Notes and ABL Facility.
These amounts were partially offset by $11.7 million in proceeds from the sale of property, plant and equipment. Cash flow used in financing activities . Net cash used in financing activities generally reflects the cash changes related to our Senior Notes, ABL Facility and dividends paid.
See the section " Adjusted EBITDA and Net Income/(Loss) " above for more information.
See the section " Net Income and Adjusted EBITDA Results " above for more information.
Concrete Waste Management Services and U.K. Operations reporting units substantially exceeded their carrying values by 82% and 32%, respectively. For the U.S. Concrete Pumping reporting unit, which had goodwill of $147.5 million, the fair value was approximately 7% greater than its carrying value.
Concrete Waste Management Services and U.K. Operations reporting units substantially exceeded their carrying values by 155% and 31%, respectively. For the U.S. Concrete Pumping reporting unit, which had goodwill of $147.5 million, the fair value was approximately 3% greater than its carrying value.
As of October 31, 2024, we had $335.0 million of available borrowing capacity under the ABL Facility. Debt issuance costs related to revolving credit facilities are capitalized and reflected as an asset in deferred financing costs in the accompanying consolidated balance sheets.
As of October 31, 2025, we had $315.1 million of available borrowing capacity under the ABL Facility. Debt issuance costs related to revolving credit facilities are capitalized and reflected as an asset in deferred financing costs in the accompanying consolidated balance sheets.
Total revenues were $425.9 million for the twelve months ended October 31, 2024, compared to $442.2 million for the twelve months ended October 31, 2023. Revenue by segment is further discussed below. U.S. Concrete Pumping. Revenue for our U.S.
Total revenues were $392.9 million for the twelve months ended October 31, 2025, compared to $425.9 million for the twelve months ended October 31, 2024. Revenue by segment is further discussed below. U.S. Concrete Pumping. Revenue for our U.S.
Management’s projections used to estimate the discounted cash flows included modest annual increases to revenue volumes and rates, cash flow margins that are consistent with recently achieved actual amounts, terminal growth rates of 3.0% and discount rates ranging from 10.0% to 11.3%. As a result of the goodwill impairment analysis, the fair values of its U.S.
Management’s projections used to estimate the discounted cash flows included updated annual changes to revenue volumes and rates, cash flow margins that are consistent with recently achieved actual amounts, terminal growth rates of 3.0% and discount rates ranging from 9.0% to 12.5%. As a result of the goodwill impairment analysis, the fair values of its U.S.
G&A expenses as a percentage of revenue were 27.4% for fiscal 2024 compared to 26.4% for the same period a year ago.
G&A expenses as a percentage of revenue were 27.9% for fiscal 2025 compared to 27.4% for the same period a year ago.
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 and to meet debt service requirements. Our working capital surplus as of October 31, 2024 was $56.0 million.
Material Cash Requirements Our principal uses of cash historically have been to fund operating activities and working capital, purchases of property and equipment, strategic acquisitions, fund payments due under facility operating and finance leases, share repurchases, payment of special dividends and to meet debt service requirements. Our working capital surplus as of October 31, 2025 was $61.1 million.
The Company had debt issuance costs related to the revolving credit facilities of $2.5 million as of October 31, 2024.
The Company had debt issuance costs related to the revolving credit facilities of $2.0 million as of October 31, 2025.
Cash used in financing activities included $33.2 million in net payments under the Company's ABL Facility and $10.5 million in purchase of treasury stock, which included $8.9 million purchased under the share repurchase program and $1.6 million in outflows from the purchase of shares into treasury stock in order to fund the employee tax obligations for certain vested stock awards. 30 Table of Contents Accounting and Other Reporting Matters Non-GAAP Financial Measures (EBITDA and Adjusted EBITDA) We calculate EBITDA by taking GAAP net income and adding back interest expense, income taxes, depreciation and amortization.
Cash used in financing activities included $18.9 million in net payments under the Company's ABL Facility and $10.2 million in purchase of treasury stock, which included $6.5 million purchased under the share repurchase program and $3.7 million in outflows from the purchase of shares into treasury stock in order to fund the employee tax obligations for certain stock award vesting and stock option exercise activities. 31 Table of Contents Accounting and Other Reporting Matters Non-GAAP Financial Measures (EBITDA and Adjusted EBITDA) We calculate EBITDA by taking GAAP net income and adding back interest expense and amortization of deferred financing costs, net of interest income, income taxes, depreciation and amortization.
Net cash used in financing activities was $28.8 million for the twelve months ended October 31, 2024.
Net cash used in financing activities was $25.8 million for the twelve months ended October 31, 2025.
Estimates of future cash flows require management to make significant assumptions concerning (i) future operating performance, including future sales, long-term growth rates, operating margins, variations in the amount and timing of cash flows and the probability of achieving the estimated cash flows, (ii) the probability of regulatory approvals, and (iii) future economic conditions, all of which may differ from actual future cash flows.
Estimates of future cash flows require management to make significant assumptions concerning future operating performance, including future sales, long-term growth rates, operating margins, variations in the amount and timing of cash flows, the probability of achieving the estimated cash flows and the discount rate, all of which may differ from actual future cash flows.
Net cash provided by operating activities generally reflects the cash effects of transactions and other events used in the determination of net income or loss. Net cash provided by operating activities during the twelve months ended October 31, 2024 was $86.9 million. The Company had net income of $16.2 million, which included net non-cash expense items of $67.9 million.
Net cash provided by operating activities generally reflects the cash effects of transactions and other events used in the determination of net income or loss. Net cash provided by operating activities during the twelve months ended October 31, 2025 was $64.3 million. The Company had net income of $6.4 million, which included net non-cash expense items of $65.2 million.
Operations segment was $4.2 million for the twelve months ended October 31, 2024, compared to net income of $4.2 million for the twelve months ended October 31, 2023. Adjusted EBITDA for our U.K. Operations segment was $16.8 million for the twelve months ended October 31, 2024, up 8.9% from $15.4 million for the twelve months ended October 31, 2023.
Operations segment was $2.4 million for the twelve months ended October 31, 2025, compared to net income of $4.2 million for the twelve months ended October 31, 2024. Adjusted EBITDA for our U.K. Operations segment was $14.0 million for the twelve months ended October 31, 2025, down 16.7% from $16.8 million for the twelve months ended October 31, 2024.
The change in net income is related to the change in warrant liability, as discussed above. Liquidity and Capital Resources Overview Our capital structure is primarily a combination of (1) permanent financing, represented by stockholders’ equity; (2) zero-dividend convertible perpetual preferred stock; (3) long-term financing represented by our Senior Notes and (4) short-term financing under our ABL Facility.
Liquidity and Capital Resources Overview Our capital structure is primarily a combination of (1) permanent financing, represented by stockholders’ equity; (2) zero-dividend convertible perpetual preferred stock; (3) long-term financing represented by our Senior Notes and (4) short-term financing under our ABL Facility.
In addition, we had cash net outflows related to an increase in our working capital of $1.2 million.
In addition, we had cash outflows related to an increase in our working capital of $7.3 million.
Equipment generally returns to a "home base" nightly and does not contract to purchase, mix, or deliver concrete. Camfaud has approximately 35 branch locations throughout the U.K., with its corporate headquarters in Epping (near London), England. In addition, we have concrete waste management operations under our Eco-Pan brand name in the U.K. and currently operate from a shared Camfaud location.
Camfaud has approximately 35 branch locations throughout the U.K., with its corporate headquarters in Epping (near London), England. In addition, we have concrete waste management operations under our Eco-Pan brand name in the U.K. and currently operate from a shared Camfaud location.
Concrete Waste Management Services segment was $14.2 million for the twelve months ended October 31, 2024, down slightly from net income of $14.3 million for the twelve months ended October 31, 2023. Adjusted EBITDA for our U.S.
Concrete Waste Management Services segment was $5.9 million for the twelve months ended October 31, 2025, up slightly from net income of $5.5 million for the twelve months ended October 31, 2024. Adjusted EBITDA for our U.S.
The outstanding balance under the ABL Facility as of October 31, 2024 was approximately $20,000 and as of that date, the Company was in compliance with all debt covenants. In addition, as of October 31, 2024, the Company had $1.1 million in credit line reserves and a letter of credit balance of $13.9 million.
There was no outstanding balance under the ABL Facility as of October 31, 2025 and as of that date, the Company was in compliance with all debt covenants. In addition, as of October 31, 2025, the Company had $1.1 million in credit line reserves and a letter of credit balance of $18.5 million.
Cash flow provided by (used in) investing activities. Net cash provided by (used in) investing activities generally reflects the cash outflows for property, plant and equipment. We used $32.1 million to fund investing activities during the twelve months ended October 31, 2024. The Company used $43.8 million for the purchase of property, plant and equipment.
Net cash used in investing activities generally reflects the cash outflows for property, plant and equipment. We used $37.3 million to fund investing activities during the twelve months ended October 31, 2025. The Company used $46.8 million for the purchase of property, plant and equipment.
These amounts were partially offset by $11.7 million in proceeds from the sale of property, plant and equipment. We used $44.2 million to fund investing activities during the twelve months ended October 31, 2023. The Company used $54.5 million for the purchase of property, plant and equipment and $0.8 million for the purchase of intangible assets.
These amounts were partially offset by $9.5 million in proceeds from the sale of property, plant and equipment. We used $32.1 million to fund investing activities during the twelve months ended October 31, 2024. The Company used $43.8 million for the purchase of property, plant and equipment.
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. 31 Table of Contents Year Ended October 31, (in thousands) 2024 2023 Consolidated Net income $ 16,207 $ 31,790 Interest expense and amortization of deferred financing costs, net of interest income 25,572 28,119 Income tax expense 8,104 8,772 Depreciation and amortization 57,110 58,666 EBITDA 106,993 127,347 Stock-based compensation 2,394 3,847 Change in fair value of warrant liabilities (130 ) (6,899 ) Other expense (income), net (406 ) (330 ) Other adjustments (1) 3,295 635 Adjusted EBITDA $ 112,146 $ 124,600 U.S.
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. 32 Table of Contents Year Ended October 31, (in thousands) 2025 2024 Consolidated Net income $ 6,373 $ 16,207 Interest expense and amortization of deferred financing costs, net of interest income 30,422 25,572 Income tax expense 3,679 8,104 Depreciation and amortization 53,543 57,110 EBITDA 94,017 106,993 Loss on debt extinguishment 1,392 - Stock-based compensation 2,048 2,394 Change in fair value of warrant liabilities - (130 ) Other income, net (335 ) (406 ) Other adjustments (1) (105 ) 3,295 Adjusted EBITDA $ 97,017 $ 112,146 U.S.
Eco-Pan provides industrial cleanup and containment services, primarily to customers in the construction industry. Eco-Pan uses containment pans specifically designed to hold waste products from concrete and other industrial cleanup operations. Eco-Pan has 20 operating locations across the U.S. with its corporate headquarters in Thornton, Colorado. 23 Table of Contents U.K. Operations Our U.K.
Eco-Pan uses pans and roll-off containers specifically designed to hold waste products from concrete and other industrial cleanup operations. Eco-Pan has 22 operating locations across the U.S. with its corporate headquarters in Thornton, Colorado. 24 Table of Contents U.K. Operations Our U.K. Operations segment consists of our Camfaud, Premier and U.K. based Eco-Pan businesses.
See "Senior Notes and ABL Facility" discussion below for more information. 28 Table of Contents Future Contractual Obligations Our contractual obligations and commercial commitments principally include obligations associated with our outstanding indebtedness, interest payments, lease agreements and capital expenditures. We have no off-balance sheet arrangements except for our committed capital as discussed below.
Future Contractual Obligations Our contractual obligations and commercial commitments principally include obligations associated with our outstanding indebtedness, interest payments, lease agreements and capital expenditures. We have no off-balance sheet arrangements except for our committed capital as discussed below. Our estimated future obligations as of October 31, 2025 include both current and long term obligations.
The September 6, 2024 amendments to the ABL Facility (1) increased the maximum revolver borrowings available to be drawn thereunder from $225.0 million to $350.0 million, (2) increased the letter of credit sublimit from $22.5 million to $32.5 million and (3) extended 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. 24 Table of Contents Results of Operations Management's discussion and analysis for our results of operations on a consolidated and segment basis include a quantification of factors that had a material impact.
Amendment to ABL Facility On September 6, 2024, the ABL Facility was amended to, among other changes, (1) increase the maximum revolver borrowings available to be drawn thereunder from $225.0 million to $350.0 million, (2) increase the letter of credit sublimit from $22.5 million to $32.5 million and (3) extend the maturity of the ABL Facility to the earlier of (a) September 6, 2029 or (b) the date that is 180 days prior to (i) the final stated maturity date of the Senior Notes or (ii) the date the Senior Notes become due and payable.
Our estimated future obligations as of October 31, 2024 include both current and long term obligations. We have a long-term obligation of $375.0 million related to our Senior Notes due February 2026 (excluding discount for deferred financing costs). Under our operating leases, we have short-term obligations for payments of $6.5 million and long-term obligations for payments of $28.1 million.
We have a long-term obligation of $425.0 million related to our Senior Notes due February 2032 (excluding discount for deferred financing costs). Under our operating leases, we have short-term obligations for payments of $6.3 million and long-term obligations for payments of $23.6 million.
Concrete Pumping. Net loss for our U.S. Concrete Pumping segment was $2.3 million for the twelve months ended October 31, 2024, versus net income of $6.4 million for the twelve months ended October 31, 2023. Adjusted EBITDA for our U.S.
Concrete Pumping segment was $1.9 million for the twelve months ended October 31, 2025, versus net income of $6.5 million for the twelve months ended October 31, 2024. Adjusted EBITDA for our U.S. Concrete Pumping segment was $54.9 million for the twelve months ended October 31, 2025, down 20.5% from $69.1 million for the twelve months ended October 31, 2024.
In addition, we had cash inflows related to a decrease in our working capital of $2.8 million. Cash inflows related to working capital activity include a decrease in receivables of $7.2 million, a decrease in other operating assets of $0.6 million and a decrease in inventory of $0.6 million.
Cash inflows related to working capital activity include a decrease in receivables of $7.2 million, a decrease in other operating assets of $0.6 million and a decrease in inventory of $0.6 million. These were offset by a decrease of $4.0 million in other operating liabilities and a decrease in accounts payable of $1.7 million.
Concrete Pumping segment decreased by 8.4%, or $26.9 million, from $317.9 million in the twelve months ended October 31, 2023 to $291.0 million for fiscal 2024.
Concrete Pumping segment decreased by 10.5%, or $30.6 million, from $291.0 million in the twelve months ended October 31, 2024 to $260.5 million for the twelve months ended October 31, 2025.
Total other income (expense) Interest expense and amortization of deferred financing costs, net of interest income. Interest expense and amortization of deferred financing costs, net of interest income for the year ended October 31, 2024 was $25.6 million, down $2.5 million from $28.1 million for the year ended October 31, 2023.
Interest expense and amortization of deferred financing costs for the year ended October 31, 2025 was $31.6 million, an increase of $5.7 million from $25.9 million for the year ended October 31, 2024.
Cash used in financing activities included $18.9 million in net payments under the Company's ABL Facility and $10.2 million in purchase of treasury stock, which included $6.5 million purchased under the share repurchase program and $3.7 million in outflows from the purchase of shares into treasury stock in order to fund the employee tax obligations for certain stock award vesting and stock option exercise activities.
Cash used in financing activities included $375.0 million in payments for the extinguishment of the 2026 Notes, $53.1 million in dividends paid, $8.2 million in debt issuance costs paid related to the 2032 Notes and $14.2 million in purchase of treasury stock, which included $13.6 million purchased under the share repurchase program and $0.6 million from the purchase of shares into treasury stock in order to fund the employee tax obligations for certain stock award vesting and stock option exercise activities.
As of October 31, 2024, we have a current obligation for our ABL Facility of approximately $20,000. Additionally, the Company was contractually committed for $11.0 million of capital expenditures for purchases of property and equipment and these are expected to be paid in the next twelve months.
Additionally, the Company was contractually committed for $35.5 million of capital expenditures for purchases of property and equipment and these are expected to be paid in the next twelve months.
Operations segment consists of our Camfaud, Premier and U.K. based Eco-Pan businesses. Camfaud is a concrete pumping service provider in the U.K and its core business is primarily the provision of concrete pumping services to general contractors and concrete finishing companies in the commercial, infrastructure and residential sectors.
Camfaud is a concrete pumping service provider in the U.K and its core business is primarily the provision of concrete pumping services to general contractors and concrete finishing companies in the commercial, infrastructure and residential sectors. Equipment generally returns to a "home base" nightly and does not contract to purchase, mix, or deliver concrete.
The Company recast segment results for the twelve months ended October 31, 2023 are below: Year Ended October 31, 2023 (in thousands) U.S. Concrete Pumping U.K. Operations U.S.
As a result, segment results for prior periods have been reclassified to conform to the current period presentation. The Company recast segment results for the twelve months ended October 31, 2024 are below: Year Ended October 31, 2024 (in thousands) U.S. Concrete Pumping U.S.
For the twelve months ended October 31, 2023, excluding amortization of intangible assets of $18.9 million, depreciation expense of $2.4 million and stock-based compensation expense of $3.8 million, G&A expenses were $91.7 million (20.7% of revenue). The increase was primarily due to higher labor and health insurance costs as discussed above.
For the twelve months ended October 31, 2025, excluding amortization of intangible assets of $11.8 million, depreciation expense of $2.5 million and stock-based compensation expense of $2.0 million, G&A expenses were $93.3 million (23.7% of revenue).
In addition, in order to distribute the use of corporate resources and appropriately align measures with segment performance, beginning in the first quarter of fiscal year 2024, the Company is no longer adding back intercompany allocations to segment Adjusted EBITDA. As a result, segment results for prior periods have been reclassified to conform to our current period presentation.
During the first quarter of fiscal year 2025, the Company updated its methodology in which the Company allocates its corporate costs to better align with the manner in which the Company now allocates resources and measures performance. As a result, segment results for prior periods have been reclassified to conform to the current period presentation.
The decrease in accounts payable is driven by a slow down in business activity as discussed above and the general timing of invoices. Net cash provided by operating activities during the twelve months ended October 31, 2023 was $96.9 million. The Company had net income of $31.8 million, which included non-cash expense items of $66.3 million.
The decrease in receivables is due to decreases in sales volumes during the twelve months ended October 31, 2024. The decrease in accounts payable is driven by a slow down in business activity as discussed above and the general timing of invoices. Cash flow used in investing activities.
Recently Issued Accounting Standards For a detailed description of recently adopted and new accounting pronouncements refer to Note 3 to the Company’s audited financial statements included elsewhere in this Annual Report.
A 50 basis point increase would not have resulted in our U.S. Concrete Waste Management Services or U.K. Operations reporting unit's carrying value exceeding their fair value. Recently Issued Accounting Standards For a detailed description of recently adopted and new accounting pronouncements refer to Note 2 to the Company’s audited financial statements included elsewhere in this Annual Report.
Changes in any of the significant assumptions used could materially affect the expected cash flows and such impacts could result in a potentially material non-cash impairment charge.
Changes in any of the significant assumptions used could materially affect the expected cash flows and such impacts could result in a potentially material non-cash impairment charge. The most sensitive assumption is the discount rate and a 50 basis point increase would have resulted in our U.S. Concrete Pumping reporting unit's carrying value exceeding its fair value.
Twelve Months Ended October 31, 2024 and 2023 Revenue Year Ended October 31, Change (in thousands, unless otherwise stated) 2024 2023 $ % Revenue U.S. Concrete Pumping $ 291,017 $ 317,877 $ (26,860 ) (8.4 )% U.K. Operations 63,955 62,588 1,367 2.2 % U.S. Concrete Waste Management Services - Third parties 70,900 61,776 9,124 14.8 % U.S.
Twelve Months Ended October 31, 2025 and 2024 Revenue Year Ended October 31, Change (in thousands, unless otherwise stated) 2025 2024 $ % Revenue U.S. Concrete Pumping $ 260,454 $ 291,017 $ (30,563 ) (10.5 )% U.S. Concrete Waste Management Services (1) 75,416 70,900 4,516 6.4 % U.K.
Working capital changes primarily include a decrease in accrued payroll, accrued expenses and other current liabilities of $3.5 million, an increase in inventory of $1.1 million and a decrease in accounts payable of $0.5 million, mostly offset by an increase in net income taxes payable of $2.2 million and a decrease in prepaid expenses and other assets of $1.3 million.
Cash outflows related to working capital activity included a decrease in other operating liabilities of $4.6 million, an increase to other operating assets of $3.4 million, a decrease to accounts payable of $1.5 million and an increase to inventory of $1.2 million, partially offset by a decrease in receivables of $3.5 million.
Equipment generally returns to a "home base" nightly and these branches do not contract to purchase, mix, or deliver concrete. This segment collectively has approximately 90 branch locations across 22 states with their corporate headquarters in Thornton, Colorado. U.S. Concrete Waste Management Services Our U.S. Concrete Waste Management Services segment consists of our U.S. based Eco-Pan business.
This segment primarily consists of our Brundage-Bone business which has approximately 95 branch locations across 23 states with their corporate headquarters in Thornton, Colorado. U.S. Concrete Waste Management Services Our U.S. Concrete Waste Management Services segment consists of our U.S. based Eco-Pan business. Eco-Pan provides industrial cleanup and containment services, primarily to customers in the construction industry.
Operations Net income $ 4,154 $ 4,160 Interest expense and amortization of deferred financing costs, net of interest income 2,749 2,825 Income tax expense 1,893 752 Depreciation and amortization 7,669 7,535 EBITDA 16,465 15,272 Other expense (income), net (86 ) (40 ) Other adjustments 383 158 Adjusted EBITDA $ 16,762 $ 15,390 U.S.
Operations Net income $ 2,449 $ 4,154 Interest expense and amortization of deferred financing costs, net of interest income 2,957 2,749 Income tax expense 881 1,893 Depreciation and amortization 7,732 7,669 EBITDA 14,019 16,465 Other income, net (60 ) (86 ) Other adjustments 9 383 Adjusted EBITDA $ 13,968 $ 16,762 1 Other adjustments include the adjustment for non-recurring expenses, non-cash currency gains/losses, and transaction expenses.
These amounts were partially offset by improved fuel expense and lower repair and maintenance costs. General and administrative expenses General and administrative expenses ("G&A"). G&A expenses for the twelve months ended October 31, 2024 were $116.5 million, a decrease of $0.4 million from $116.9 million in the twelve months ended October 31, 2023.
Our gross margin for the year ended October 31, 2025 was 38.5% compared to 38.9% for the year ended October 31, 2024. General and administrative expenses General and administrative expenses ("G&A"). G&A expenses for the twelve months ended October 31, 2025 were $109.6 million, a decrease of $6.9 million from $116.5 million in the twelve months ended October 31, 2024.
The decrease in accrued payroll, accrued expenses and other liabilities is primarily related to payments for operating lease liabilities of $5.3 million, mostly offset by an increase to accrued payroll related to the timing of payroll payments. The increase in net income taxes payable is primarily related to the timing of payments remitted.
The decrease in other operating liabilities is primarily related to operating lease payments of $5.3 million. The increase in other operating assets is due to the timing of our annual commercial insurance premium payments. The decrease in accounts payable is driven by the general timing of invoices.
The decrease in net income was primarily attributable to lower revenue volumes, decreased labor efficiencies driven by the reduced revenue, inflationary increases in commercial and health insurance, a non-recurring charge of $3.5 million in the first quarter of 2024 as a result of a recent adverse court ruling related to sales tax in Washington State, as further described in Note 15 in Part I, Item 1 of this report and increased depreciation expense.
The decrease in G&A expenses was largely due to (1) the non-recurring $3.5 million sales tax litigation-related charge in the first quarter of 2024 as a result of an adverse court ruling related to sales tax in Washington State, as further described in Note 18 in Part II.
Concrete Pumping All branches operating within our U.S Concrete Pumping segment are concrete pumping service providers in the United States ("U.S."). Their core business is the provision of concrete pumping services to general contractors and concrete finishing companies in the commercial, infrastructure and residential sectors.
Their core business is the provision of concrete pumping services to general contractors and concrete finishing companies in the commercial, infrastructure and residential sectors. Equipment generally returns to a "home base" nightly and these branches do not contract to purchase, mix, or deliver concrete.
As such they were no longer recognized as a liability on the condensed consolidated balance sheet as of October 31, 2024. Income tax expense Income tax expense. For the years ended October 31, 2024 and 2023, the Company’s effective tax rate was 33.3% and 21.6%, respectively.
For the years ended October 31, 2025 and 2024, the Company’s effective tax rate was 36.6% and 33.3%, respectively.
We use our liquidity and capital resources to: (1) finance working capital requirements; (2) service our indebtedness; (3) purchase property, plant and equipment; and (4) finance strategic acquisitions. As of October 31, 2024, we had $43.0 million of cash and cash equivalents and $335.0 million of available borrowing capacity under the ABL Facility, providing total available liquidity of $378.0 million.
As of October 31, 2025, we had $44.4 million of cash and cash equivalents and $315.1 million of available borrowing capacity under the ABL Facility, providing total available liquidity of $359.5 million.
Concrete Pumping segment was $67.4 million for the twelve months ended October 31, 2024, down 18.0% from $82.1 million for the twelve months ended October 31, 2023.
Concrete Waste Management Services segment was $28.1 million for the twelve months ended October 31, 2025, up 6.9% from $26.3 million for the twelve months ended October 31, 2024.
The decrease was primarily attributable to volume declines as a result of continued delays on project start dates that slightly offset pricing improvements. U.S. Concrete Waste Management Services. Revenue for the U.S. Concrete Waste Management Services segment increased by 14.8%, or $9.1 million, from $61.8 million in the twelve months ended October 31, 2023 to $70.9 million for fiscal 2024.
Concrete Waste Management Services segment increased by 6.4%, or $4.5 million, from $70.9 million in the twelve months ended October 31, 2024 to $75.4 million for the twelve months ended October 31, 2025. The increase in revenue was driven by organic volume growth and pricing improvements. U.K. Operations. Revenue for our U.K.
Net cash used in financing activities was $44.3 million for the twelve months ended October 31, 2023.
These cash outflows were partially offset by $425.0 million in proceeds from the issuance of the 2032 Notes. Net cash used in financing activities was $28.8 million for the twelve months ended October 31, 2024.
These were offset by a decrease of $4.0 million in other operating liabilities and a decrease in accounts payable of $1.7 million. The decrease in receivables is due to decreases in sales volumes during the twelve months ended October 31, 2024.
The increase in inventory was driven by increased inventory levels to mitigate the impacts of tariffs. The decrease in receivables is due to decreases in sales volumes during the twelve months ended October 31, 2025. Net cash provided by operating activities during the twelve months ended October 31, 2024 was $86.9 million.
U.K. Operations. Revenue for our U.K. Operations segment increased by 2.2%, or $1.4 million, from $62.6 million in the twelve months ended October 31, 2023 to $64.0 million for fiscal 2024. Excluding the impact from foreign currency translation, revenue was down 1% year-over-year.
Operations segment decreased by 10.9%, or $7.0 million, from $64.0 million in the twelve months ended October 31, 2024 to $57.0 million for the twelve months ended October 31, 2025.
Excluding the impact from foreign currency translation, net income decreased slightly due to the decreased revenue discussed above and an increase in income tax expense which were partially offset by improvements in fuel and repair costs.
Excluding the impact from foreign currency translation, the decreases in net income and adjusted EBITDA were primarily related to the decrease in revenue as described above.
Removed
Corporate ("Other") Our Corporate activities, referred to as "Other" in our financial statements, primarily relate to the change in fair value remeasurement of warrant liabilities leading up to their expiration.
Added
The Company’s sales are historically seasonal, with lower revenue in the first half and higher revenue in the second half of each fiscal year.
Removed
Expiration of Warrants On December 6, 2023, all of the Company’s 13,017,677 warrants to acquire shares of its common stock expired in accordance with their terms, and there were no other warrants outstanding as of October 31, 2024. 2024 Upsize of Asset-Based Lending Credit Agreement As of October 31, 2024, we had $335.0 million in availability under our ABL credit agreement (the "ABL Facility") and $375.0 million of indebtedness outstanding, consisting of (1) $375.0 million for our fixed 6.000% senior secured second lien notes due 2026 (the "Senior Notes") and (2) approximately $20,000 outstanding under our ABL Facility.
Added
Such seasonality also causes the Company’s working capital cash flow requirements to vary from quarter to quarter and primarily depends on the variability of weather patterns with the Company generally having lower sales volume during the winter and spring months. U.S. Concrete Pumping All branches operating within our U.S. Concrete Pumping segment are concrete pumping service providers in the U.S.
Removed
In September, 2024, the Company amended and restated its existing ABL Facility to provide up to $350.0 million (previously $225.0 million) of commitments and extend the maturity of the ABL Facility to September 6, 2029.
Added
Corporate ("Other") Our Corporate activities, referred to as "Other" in our financial statements, primarily relate to the change in fair value remeasurement of warrant liabilities leading up to their expiration. 2025 Senior Notes On January 31, 2025, Brundage-Bone Concrete Pumping Holdings Inc., a Delaware corporation (the "Issuer") and a wholly-owned subsidiary of the Company, closed its private offering of $425.0 million in aggregate principal amount of senior secured second lien notes due 2032 (the "2032 Notes"), issued pursuant to an indenture, among the Issuer, the Company, the other Guarantors (as defined below), Deutsche Bank Trust Company Americas, as trustee and as collateral agent (the "Indenture").
Removed
Concrete Waste Management Services - Intersegment 418 629 (211 ) * Intersegment eliminations (418 ) (629 ) 211 * Total revenue $ 425,872 $ 442,241 $ (16,369 ) (3.7 )% *Change is not meaningful Total revenue.
Added
The 2032 Notes were issued at par and bear interest at a fixed rate of 7.500% per annum.
Removed
The change is attributable to (1) a general slowdown in commercial construction volume, mostly due to restrictive monetary policy in the U.S. and the associated impact from persistently higher interest rates, (2) increased commercial building vacancy rates coupled with an oversaturation of concrete pumps in certain markets, and (3) significant weather events across many of the Company's markets throughout the year ended October 31, 2024, which included but is not limited to the record-breaking cold temperatures and heavy rainfall in much of the contiguous U.S. during the first three quarters of 2024 and the devastating amounts of precipitation dropped by Hurricane Helene on the Company's southeastern markets.
Added
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").
Removed
The increase in revenue was driven by robust organic volume growth and pricing improvements despite the U.S. weather headwinds discussed above. 25 Table of Contents Gross Profit and Gross Margin Year Ended October 31, Change (in thousands, unless otherwise stated) 2024 2023 $ % Gross Profit and Gross Margin Gross Profit $ 165,834 $ 178,304 $ (12,470 ) (7.0 )% Gross Margin 38.9 % 40.3 % Gross margin.
Added
See Note 7 in Item 8 Financial Statements and Supplementary Data for more information on the 2032 Notes. 25 Table of Contents Results of Operations Management's discussion and analysis for our results of operations on a consolidated and segment basis include a quantification of factors that had a material impact.
Removed
Our gross margin for the year ended October 31, 2024 was 38.9% compared to 40.3% for the year ended October 31, 2023. The slight decrease in our gross margin was primarily related to decreased labor efficiencies caused by the reduced revenue in our U.S. Concrete Pumping segment and inflationary increases in commercial insurance premium costs.
Added
Operations 56,997 63,955 (6,958 ) (10.9 )% Total revenue $ 392,867 $ 425,872 $ (33,005 ) (7.7 )% (1) For the year ended October 31, 2025 and 2024, intersegment revenue of $0.6 million and $0.4 million, respectively, is excluded. Total revenue.
Removed
The slight decrease in G&A expenses was due primarily to non-cash (1) decreases in amortization expense of $3.8 million and stock-based compensation expense of $1.5 million, (2) increases in currency gains of $0.6 million due to exchange rate movements and (3) a cash decrease of $0.7 million in other G&A expense amounts.
Added
The change is attributable to a decrease in volumes, driven mostly by (1) a continued slowdown in commercial and residential construction demand, due to high interest rates and economic uncertainty around extensions of U.S. tax policy and (2) significant disruptive weather events across the U.S. throughout the year.
Removed
These decreases were almost completely offset by (1) a non-recurring charge of $3.5 million in the first quarter of 2024 as a result of a recent adverse court ruling related to sales tax in Washington State, as further described in Note 15 in Part I, Item 1 of this report, and (2) higher labor and health insurance premiums of approximately $2.9 million as a result of wage inflation.

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