BBCP 10-K & 10-Q changes, risk factors and insider trading

Substantially all of our customer base comes from the commercial, infrastructure and residential construction markets. 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 potentially cancelled. Although economic conditions have shown signs of improvement in recent months, anyAny 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.

The following factors, among others, have and may continue to cause weakness in our end markets, either temporarily or long-term:

Since our business is primarily conducted outdoors, erratic weather patterns, seasonal changes and other weather-related conditions affect our business. 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. In addition, during periods of extended adverse weather or other operational delays, we may elect to continue to pay certain hourly employees to maintain our workforce, which may adversely impact our results of operations. In addition, severe drought conditions can restrict available water supplies and restrict production. Consequently, these events have in the past and could in the future adversely affect our business, financial condition, results of operations, liquidity and cash flows.

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 supplierssuppliers, regulatory requirements (such as the EPA 2027 Emissions Rule) or other factors beyond our control.control, such as increased tariffs. 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.

For example, there is concern from advocacy groups and the general public that the emissions of greenhouse gases and other human activities have caused, or will cause, significant changes in weather patterns and temperatures and the frequency and severity of natural disasters. These concerns have resulted in increasingincreased governmental and societal attention to environmental, social, and governance matters, particularly in the U.K., 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 and other rapidly changing laws, regulations, policies and related interpretations, as well as increased enforcement actions by various governmental and regulatory agencies, may create challenges for us, including for our compliance and ethics programs, the environment in which we do business and by increasing our ongoing costs of compliance, which could adversely impact our results of operations and cash flows.

Furthermore, our labor costs have in the past and could in the future increase as a result of the settlement of actual or threatened labor disputes. In addition, our collective bargaining agreement with our union in California was renewed as of July 1, 20222025 and is effective through June 30, 2025.2028. It will continue on a year-to-year basis afterthereafter unless parties provide advance written notice to change, amend, modify, or terminate the Agreement. No such notices have been given or received. Our collective bargaining agreement with our union in Oregon expireswas inrenewed the first quarteras of fiscalJanuary year1, 2025.2025 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.

As of October 31, 2024,2025, we had $375.0$425.0 million of indebtedness outstanding, consisting of (1) $375.0$425.0 million for our fixed 6.000%7.500% senior secured second lien notes due 20262032 (the "Senior Notes") and (2) approximately $20,000 outstanding under our ABL credit agreement (the "ABL Facility"), in addition to $335.0$315.1 million of availability under our ABL Facility. 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. 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%. AfterFrom May 31, 2023 and through September 6, 2024, 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. 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,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,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. 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%. AfterFrom 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%. After September 6, 2024, borrowings in GBP bear interest at the SONIA rate (subject to a 0.00% floor), plus an applicable margin equal to 2.53% per annum that is fixed until September 30, 2025, after which point there will be a stepdown to 2.28% 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 2.03% per annum if the quarterly average excess availability is greater than or equal to 66.7% of the Maximum Revolver Amount. The ABL Facility matures 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.

All branches operating within our U.SU.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. Equipment generally returns to a "home base" nightly and these branches do not contract to purchase, mix, or deliver concrete. This segment collectivelyprimarily consists of our Brundage-Bone business which has approximately 9095 branch locations across 2223 states with their corporate headquarters in Thornton, Colorado.

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. Eco-Pan uses containmentpans pansand roll-off containers specifically designed to hold waste products from concrete and other industrial cleanup operations. Eco-Pan has 2022 operating locations across the U.S. with its corporate headquarters in Thornton, Colorado.

U.S. Concrete Waste Management Services. Revenue for the U.S. Concrete Waste Management Services segment increased by 14.8%,6.4%, or $9.1$4.5 million, from $61.8$70.9 million in the twelve months ended October 31, 20232024 to $70.9$75.4 million for fiscalthe 2024.twelve months ended October 31, 2025. The increase in revenue was driven by robust organic volume growth and pricing improvements despite the U.S. weather headwinds discussed above.improvements.

General and administrative expenses ("G&A"). G&A expenses for the twelve months ended October 31, 20242025 were $116.5$109.6 million, a decrease of $0.4$6.9 million from $116.9$116.5 million in the twelve months ended October 31, 2023.2024. G&A expenses as a percentage of revenue were 27.4%27.9% for fiscal 20242025 compared to 26.4%27.4% for the same period a year ago. The slight decrease in G&A expenses was largely 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. These decreases were almost completely offset by (1) athe non-recurring charge of $3.5 million sales tax litigation-related charge in the first quarter of 2024 as a result of a recentan adverse court ruling related to sales tax in Washington State, as further described in Note 1518 in Part I,II. Item 18 of this report,Annual andReport, (2) highera decrease in labor and health insurance premiumscosts of approximately $2.9$3.4 million as a result of wagereduced inflation.headcount and (3) a non-cash decrease in amortization expense of $3.3 million. These items were partially offset by (4) a decrease in foreign currency gains of $1.2 million, (5) a decrease in gain on asset sales of $1.3 million and (6) higher bank fees of $0.7 million.

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). For the twelve months ended October 31, 2024, excluding amortization of intangible assets of $15.1 million, depreciation expense of $2.3 million, stock-based compensation expense of $2.4 million and non-recurring charges of $4.1 million which include $3.5 million related to the Washington State sales tax court ruling, G&A expenses were $92.6 million (21.7% of revenue). 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 higherthe labordecrease in foreign currency gain and healthgain insuranceon costsasset sales as discussed above.

Interest expense and amortization of deferred financing costs, net of interest income.costs. Interest expense and amortization of deferred financing costs, net of interest incomecosts for the year ended October 31, 20242025 was $25.6$31.6 million, downan $2.5increase of $5.7 million from $28.1$25.9 million for the year ended October 31, 2023.2024. The decreaseincrease was primarily attributable to anthe approximately $46.1 million reduction in debt through repaymentrefinancing of our ABLSenior revolver and cash accumulationNotes during the twelvefirst monthsquarter endedof Octoberfiscal 31,2025 2024resulting in an increase in interest expense of $7.2 million. This was partially offset by a reduction of interest expense from our ABL facility of $1.2 million as compared to the same period a year ago.

During the first quarter of fiscal year 2024,2025, the Company movedupdated certainits assetsmethodology and associated revenues and expenses,in which were previously categorized in the Company'sCompany Otherallocates activities,its intocorporate the U.S. Concrete Pumping segment in ordercosts to appropriatelybetter align its placement with the manner in which the Company now allocates its resources and measures performance. As a result, segment results for prior periods have been reclassified to conform to the current period presentation. For further discussion, see Note 21 in Part II, Item 8 of this report for more information. 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. Refer to Non-GAAP Measures below for details on adjustments. The Company recast segment results for the twelve months ended October 31, 20232024 are below:

U.S. Concrete Pumping. Net loss for our U.S. Concrete Pumping segment was $2.3$1.9 million for the twelve months ended October 31, 2024,2025, versus net income of $6.4$6.5 million for the twelve months ended October 31, 2023.2024. Adjusted EBITDA for our U.S. Concrete Pumping segment was $67.4$54.9 million for the twelve months ended October 31, 2024,2025, down 18.0%20.5% from $82.1$69.1 million for the twelve months ended October 31, 2023.2024. TheThese decreasedecreases inwere net income was primarily attributable to lower revenue volumes, decreased labor efficiencieslargely driven by the reducedrevenue revenue,decline inflationaryas increasesdiscussed above, an increase in commercialinterest expense and health insurance, a non-recurring chargeamortization of $3.5deferred financing costs of $2.7 million and the loss on debt extinguishment of $0.9 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. Apart from the non-recurring charge of $3.5 million discussed above and the increase in depreciation expense, the change in adjusted EBITDA was impacted by the same items.2025.

U.S. Concrete Waste Management Services. Net income for our U.S. Concrete Waste Management Services segment was $14.2$5.9 million for the twelve months ended October 31, 2024,2025, downup slightly from net income of $14.3$5.5 million for the twelve months ended October 31, 2023.2024. Adjusted EBITDA for our U.S. Concrete Waste Management Services segment was $28.0$28.1 million for the twelve months ended October 31, 2024,2025, up 3.5%6.9% from $27.1$26.3 million for the twelve months ended October 31, 2023.2024. The slight decreaseincreases in net income wasand adjusted EBITDA were primarily dueattributable to increasedthe depreciationimproved expense,year-over-year almostrevenue entirelyand disciplined cost control, while the impact on net income was also impacted by a decrease in tax expense of $2.1 million, partially offset by thean increasedincrease revenuein asinterest describedexpense above.of Adjusted$2.9 EBITDA increased due to the items discussed above except for depreciation expense, which is excluded from the adjusted EBITDA calculation.million.

Other.U.K. Operations. Net income for Otherour activitiesU.K. Operations segment was $0.1$2.4 million for the twelve months ended October 31, 2024,2025, compared to a net income of $6.9$4.2 million for the twelve months ended October 31, 2023.2024. TheAdjusted changeEBITDA 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. Excluding the impact from foreign currency translation, the decreases in net income isand adjusted EBITDA were primarily related to the changedecrease in warrant liability,revenue as discusseddescribed above.

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. Our primary sources of liquidity are cash generated from operations, available cash and cash equivalents and access to our revolving credit facility under our ABL Facility, which provides for aggregate borrowings of up to $350.0 million, subject to a borrowing base limitation. We use our liquidity and capital resources to: (1) finance working capital requirements; (2) service our indebtedness; (3) purchase property, plant and equipment; and (4) finance strategic acquisitions.acquisitions; (5) repurchase shares and (6) pay dividends to our shareholders, as discussed further below. As of October 31, 2024,2025, we had $43.0$44.4 million of cash and cash equivalents and $335.0$315.1 million of available borrowing capacity under the ABL Facility, providing total available liquidity of $378.0$359.5 million.

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 repurchasesrepurchases, payment of special dividends and to meet debt service requirements.

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, 20242025 include both current and long term obligations. We have a long-term obligation of $375.0$425.0 million related to our Senior Notes due February 20262032 (excluding discount for deferred financing costs). Under our operating leases, we have short-term obligations for payments of $6.5$6.3 million and long-term obligations for payments of $28.1$23.6 million. 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$35.5 million of capital expenditures for purchases of property and equipment and these are expected to be paid in the next twelve months.

TheThere was no outstanding balance under the ABL Facility as of October 31, 2024 was approximately $20,0002025 and as of that date, the Company was in compliance with all debt covenants. In addition, as of October 31, 2024,2025, the Company had $1.1 million in credit line reserves and a letter of credit balance of $13.9$18.5 million. As of October 31, 2024,2025, we had $335.0$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. The Company had debt issuance costs related to the revolving credit facilities of $2.5$2.0 million as of October 31, 2024.2025. See Note 107 in Item 8 Financial Statements and Supplementary Data for more information on the Senior Notes and ABL Facility.

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.

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 NotesNotes, ABL Facility and ABLdividends Facility.paid.

We calculate EBITDA by taking GAAP net income and adding back interest expense,expense and amortization of deferred financing costs, net of interest income, income taxes, depreciation and amortization. Adjusted EBITDA is calculated by taking EBITDA and adding back loss on debt extinguishment, stock-based compensation, changes in the fair value of warrant liabilities, other income, net, goodwill and intangibles impairment and other adjustments. Other adjustments include non-recurring expenses, non-cash currency gains/losses, transaction expenses and other items not necessarily indicative of our underlying operating performance. Transaction expenses represent expenses for legal, accounting, and other professionals that were engaged in the completion of acquisitions. Transaction expenses can be volatile as they are primarily driven by the size of a specific acquisition. As such, we exclude these amounts from Adjusted EBITDA for comparability across periods.

During the first quarter of fiscal year 2024,2025, the Company movedupdated certainits assets and associated revenues and expenses that were previously categorizedmethodology in the Company's Other activities, intowhich the U.S.Company Concreteallocates Pumpingits segmentcorporate in ordercosts to appropriatelybetter align its placement with the manner in which the Company now allocates its resources and measures performance. As a result, segment results for prior periods have been reclassified to conform to the current period presentation. For further discussion, see Note 21 in Part II, Item 8 of this report for more information. 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. See the section "Net Income and Adjusted EBITDA and Net Income/(Loss)Results" above for more information.

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.

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. 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 andflows, the probability of achieving the estimated cash flows,flows (ii)and the probabilitydiscount of regulatory approvals, and (iii) future economic conditions,rate, all of which may differ from actual future cash flows. These assumptions are based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value hierarchy. The discount rate, which is intended to reflect the risks inherent in future cash flow projections, used in the DCF model, is based on estimates of the weighted average cost of capital ("WACC") of market participants relative to our reporting unit. Financial and credit market volatility can directly impact certain inputs and assumptions used to develop the WACC. Any changes in these assumptions may affect our fair value estimate and the result of an impairment test. The discount rates and other inputs and assumptions are consistent with those that a market participant would use.

The Company elected to have a step one1 impairment analysis performed as of August 31, 20222025 on the Company’s U.S. Concrete Pumping, U.S. Concrete Waste Management Services, and U.K. Operations reporting units. Management’s projections used to estimate the discounted cash flows included modestupdated annual increaseschanges 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%9.0% to 11.3%.12.5%.

For the U.S. Concrete Pumping reporting unit, which had goodwill of $147.5 million, the fair value was approximately 7%3% greater than its carrying value. 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 theour discountU.S. rateConcrete Pumping reporting unit's carrying value exceeding its fair value. A 50 basis point increase would not have resulted in anyour ofU.S. theConcrete Waste Management Services or U.K. Operations reporting units’unit's carrying valuesvalue exceeding their fair values.value.

In recent years, we have successfully executed on our M&A strategy. This includes our April 2026 acquisition of Templant Hire Limited ("Templant") in April 2026 for total cash consideration, net of cash acquired, of $11.1$11.2 million,million. whichThe expandedacquisition broadened our operationsservice into the temporary power solution marketcapabilities in the United Kingdom,Kingdom complementingby adding temporary power solutions that are complementary to Camfaud's existing concrete pumping operations and enhancingcustomer the Company's ability to offer broader service capabilities to customersrelationships across the construction and infrastructure sectors. The Company's managementManagement believes this expansion into temporary power represents a strategic growth opportunity and is consistent with the Company's broader strategy of diversifying its service offerings within existing geographic markets.

The results of Templant's operations are included in the Company's consolidated financial statements under our U.K. Operations segment from April 1, 2026. Because Templant was acquired duringin theApril current fiscal period2026 and operates in a new service line, period-over-period comparisons of certain revenue and operating metrics may not be fully comparable to prior periods.

Our U.S. Concrete Waste Management Services segment consists of our U.S. based Eco-Pan business. Eco-Pan is a leading provider of concrete waste management services in the U.S, providing a full-service, route-based, cost-effective, regulation-compliant solution to manage environmental issues caused by concrete washout. Eco-Pan uses pans and roll-off containers specifically designed to hold waste products from concrete and other industrial cleanup operations. Eco-Pan has 22approximately 30 operating locations across the U.S. with its corporate headquarters in Thornton, Colorado.

The tables included in the period-to-period comparisons below provide summaries of our revenues and gross profits for our business segments for the three and sixnine months ended AprilJuly 30,31, 2026 and 2025.

Three Months Ended AprilJuly 30,31, 2026 Compared to the Three Months Ended AprilJuly 30,31, 2025

(1) For the sixthree months ended AprilJuly 30,31, 2026,2026 and 2025, intersegment revenue of $0.1 million is excluded. For the six months ended April 30, 2025, intersegment revenue ofand $0.2 millionmillion, respectively, is excluded.

Total revenue. Total revenues were $197.4$116.8 million for the sixthree months ended AprilJuly 30,31, 2026 compared to $180.4$103.7 million for the sixthree months ended AprilJuly 30,31, 2025. Revenue by segment is further discussed below.

U.S. Concrete Pumping. Revenue for our U.S. Concrete Pumping segment increased by 10.5%,9.9%, or $12.4$6.9 million, from $119.0$69.3 million in the sixthird monthsquarter endedof April 30,fiscal 2025 to $131.5$76.2 million for the sixthird monthsquarter endedof April 30,fiscal 2026, primarily attributable to (1) an increase inhigher commercial and infrastructure construction volumesdemand and pricing, mostlystrongly related to growing data center and infrastructure projects, and (2) generally more favorablestable weather conditions across our U.S. regions. These improvements were partially offset by a continued slowdown in light commercial construction and subdued residential construction demand, mostly due to high interest rates and economic uncertainty through the secondthird quarter of 2026.

U.S. Concrete Waste Management Services. Revenue for the U.S. Concrete Waste Management Services segment improved by 10.5%,13.5%, or $3.7$2.6 million, from $34.8$19.3 million in the sixthird monthsquarter endedof April 30,fiscal 2025 to $38.4$21.9 million for the sixthird monthsquarter endedof April 30,fiscal 2026. The increase in revenue was driven by organic volume growth,growth from growing commercial project demand including data center andactivity, infrastructure projects, and pricing improvements.

U.K. Operations. Revenue for our U.K. Operations segment increased by 3.1%,23.9%, or $0.8$3.6 million, from $26.6$15.1 million in the sixthird monthsquarter endedof April 30,fiscal 2025 to $27.5$18.7 million for the sixthird monthsquarter endedof Aprilfiscal 30,2026, 2026.primarily driven by a $3.1 million contribution from Templant with the remaining increase driven by slightly higher pumping volumes. Excluding the impact of foreign currency translation, revenue wasincreased down24.3% 2.1% year-over-year, driven by lower volumes due to continued softness in commercial construction demand, partially offset by a $0.7 million contribution from Templant.year-over-year.

Gross margin. Our gross margin for the sixthird monthsquarter endedof April 30,fiscal 2026 was 37.1%38.7% compared to 37.4%39.0% in the sixthird monthsquarter endedof April 30,fiscal 2025. The slight decrease in gross margin was primarily related to fuel and repair and maintenance cost inflation.

General and administrative expenses ("G&A"). G&A expenses for the sixthree months ended AprilJuly 30,31, 2026 were $56.7$30.1 million, an increase of $1.0$2.6 million from $55.7$27.5 million in the sixthree months ended AprilJuly 30,31, 2025. G&A expenses as a percent of revenue were 28.7%25.8% for the sixthird monthsquarter endedof April 30,fiscal 2026 compared to 30.9%26.5% for the same period a year ago. The increase in G&A expenses iswas primarily relateddriven toby an increase inhigher stock-based compensation expense of $0.7 million, labor costs of $0.6$0.8 million and propertyhigher andprofessional use tax costsfees of $0.5 million, partially offset by a decrease in amortization of intangible assets of $1.1$0.4 million. The remaining increase is largely attributable to incremental G&A expenses from our recent acquisitions.

For the sixthird monthsquarter endedof April 30,fiscal 2026, excluding amortization of intangible assets of $4.9$2.4 million, stock-based compensation expense of $1.6$1.3 million, non-recurring expenses of $0.7 million and depreciation expense of $1.1$0.6 million, G&A expenses were $49.1$25.1 million (24.9%21.5% of revenue). For the sixthird monthsquarter endedof April 30,fiscal 2025, excluding amortization of intangible assets of $6.1$2.9 million, depreciation expense of $1.1$0.9 million, and stock-based compensation expense of $0.9$0.5 million and non-recurring tax refunds of $0.3 million, G&A expenses were $47.6$23.5 million (26.4%22.7% of revenue). The increase in G&A expenses iswas primarily relateddriven toby anthe increasehigher inprofessional labor costs of $0.6 millionfees and propertyincremental andG&A useexpenses taxfrom costsour ofrecent $0.5 million.acquisitions.

Interest expense and amortization of deferred financing costs. Interest expense and amortization of deferred financing costs for the sixnine months ended AprilJuly 30,31, 2026 was $16.8$25.2 million, up $2.0 million from $14.8$23.2 million in the sixnine months ended AprilJuly 30,31, 2025. The increase was attributable to the refinancing of our senior notes during the first quarter of fiscal 2025 resulting in an increase in interest expense of $2.0 million.

Income tax expense (benefit). For the sixnine months ended AprilJuly 30,31, 2026 and 2025 the Company’s effective tax rate was 68.9%30.4% and 28.2%,21.8%, respectively. The changecomparability inof the effective tax rate between both periods was largelyprimarily driven by discrete items. While these items are not quantitatively significant, the relative proportionalityattributable to incomeexcess beforetax incomebenefits taxesrecognized amplifiedfrom theirstock relativevesting impactand foroption theexercises sixin months ended April 30, 2026 compared to April 30,fiscal 2025.

U.S. Concrete Pumping. Net income for our U.S. Concrete Pumping segment was $0.7$2.0 million for the secondthird quarter of fiscal 2026 compared to a net lossincome of $1.6 million for the secondthird quarter of fiscal 2025. Adjusted EBITDA for our U.S. Concrete Pumping segment was $15.6$18.4 million for the secondthird quarter of fiscal 2026, up $3.0$2.8 million from $12.7$15.6 million for the same period in fiscal 2025. The increase in net income and adjusted EBITDA was primarily driven by the increase in revenue as discussed above.above, partially offset by fuel cost inflation.

U.S. Concrete Waste Management Services. Net income for our U.S. Concrete Waste Management Services segment was $1.9$2.4 million for the secondthird quarter of fiscal 2026 compared to a net income of $1.2$1.4 million for the secondthird quarter of fiscal 2025. Adjusted EBITDA for our U.S. Concrete Waste Management Services segment was $7.7$8.8 million for the secondthird quarter of fiscal 2026, up $1.0$1.4 million from $6.7$7.4 million for the same period in fiscal 2025. The increase in net income and adjusted EBITDA was primarily driven by the increase in revenue as discussed above.above and improved labor efficiency which was partially offset by fuel cost inflation.

U.K. Operations. Net lossincome for our U.K. Operations segment was $0.1$0.5 million for the secondthird quarter of fiscal 2026 compared to net income of $0.4$0.7 million for the secondthird quarter of fiscal 2025. Adjusted EBITDA for our U.K. Operations segment was $3.1$3.2 million for the secondthird quarter of fiscal 2026, down $0.1$0.6 million from $3.2$3.9 million from the same period in fiscal 2025. Excluding the impact from foreign currency translation, the changes in net income and adjusted EBITDA were primarily driven by inflationaryfuel pressurescost whichinflation droveand increases in labor, fuel,higher repair and maintenance costs as a percentage of revenue.activity.

U.S. Concrete Pumping. Net loss for our U.S. Concrete Pumping segment was $2.0$0.1 million for the sixnine months ended AprilJuly 30,31, 2026 compared to a net loss of $4.7$3.1 million for the sixnine months ended AprilJuly 30,31, 2025. Adjusted EBITDA for our U.S. Concrete Pumping segment was $25.3$45.2 million for the sixnine months ended AprilJuly 30,31, 2026, up $3.5$7.8 million from $21.8$37.4 million for the same period in fiscal 2025. The decrease in net loss was primarily driven by the increase in revenue as discussed above and a decrease in debt extinguishment costs, partially offset by an increase in stock-based compensation expense and interest expense and amortization of deferred financing costs as discussed above. The increase in adjusted EBITDA was primarily related to the increase in revenue as discussed above.above, partially offset by fuel cost inflation.

U.S. Concrete Waste Management Services. Net income for our U.S. Concrete Waste Management Services segment was $2.6$5.0 million for the sixnine months ended AprilJuly 30,31, 2026 compared to a net income of $1.4$2.8 million for the sixnine months ended AprilJuly 30,31, 2025. Adjusted EBITDA for our U.S. Concrete Waste Management Services segment was $13.8$22.6 million for the sixnine months ended AprilJuly 30,31, 2026, up $2.1$3.5 million from $11.7$19.1 million for the same period in fiscal 2025. The increase in net income was primarily driven by the increase in revenue and a decrease in debt extinguishment costs,and improved labor efficiency, partially offset by an increase in interest expense and amortization of deferred financing costs as discussed above. The increase in adjusted EBITDA was primarily related to the increase in revenue.revenue and improved labor efficiency, partially offset by fuel cost inflation.

U.K. Operations. Net lossincome for our U.K. Operations segment was $0.4$0.1 million for the sixnine months ended AprilJuly 30,31, 2026 compared to net income of $0.6$1.3 million for the sixnine months ended AprilJuly 30,31, 2025. Adjusted EBITDA for our U.K. Operations segment was $5.4$7.1 million for the sixnine months ended AprilJuly 30,31, 2026, down $0.6$2.8 million from $6.0$9.9 million from the same period in fiscal 2025. Excluding the impact from foreign currency translation, the changes in net income and adjusted EBITDA were primarily relateddriven toby theinflationary decreasepressures which drove increases in revenuelabor, fuel and repair and maintenance costs as discusseda abovepercentage andof higher labor costs.revenue.

Our capital structure is primarily a combination of (1) permanent financing, represented by stockholders’ equity; (2) zero-dividend convertible perpetual preferred stock; (3) long-term financing represented by our Senior Notes (as defined below) and (4) short-term financing under our ABL Facility (as defined below). Our primary sources of liquidity are cash generated from operations, available cash and cash equivalents and access to our revolving credit facility under our ABL Facility (as defined below), which provides for aggregate borrowings of up to $350.0 million, subject to a borrowing base limitation. We use our liquidity and capital resources to: (1) finance working capital requirements; (2) service our indebtedness; (3) purchase property, plant and equipment (4) finance strategic acquisitions, such as the acquisition of Templant and others; (5) repurchase shares and (6) pay dividends to our stockholders, as discussed further below. As of AprilJuly 30,31, 2026, we had $38.7$43.0 million of cash and cash equivalents and $307.6$314.3 million of available borrowing capacity under the ABL Facility (as defined below), providing total available liquidity of $346.3$357.3 million.

Our working capital surplus as of AprilJuly 30,31, 2026 was $52.1$53.5 million. We are in compliance with our debt covenants and believe that we have sufficient working capital to meet our material cash requirements for the foreseeable future.

The amount of our future capital expenditures will depend on a number of factors including general economic conditions and growth prospects. In response to changing economic conditions, we believe we have the flexibility to modify our capital expenditures by adjusting them (either up or down) to match our actual performance and business needs. Our gross capital expenditures for the sixnine months ended AprilJuly 30,31, 2026 and 2025 were approximately $30.7$51.1 million and $19.5$34.2 million, respectively. See "Cash Flow" discussion below for more information.

During the sixnine months ended AprilJuly 30,31, 2025, we paid a special cash dividend of $1.00 per share, totaling $53.1 million. The dividend was funded with cash on hand and net proceeds from our new 2032 Notes (as defined below). The declaration of dividends on our common stock is discretionary and will be determined by our Board of Directors in its sole discretion and will depend on our business conditions, financial condition, earnings, liquidity and capital requirements, contractual restrictions and other factors.

There was anno outstanding balance of $0.6 million under the ABL Facility as of AprilJuly 30,31, 2026 and as of that date, the Company was in compliance with all debt covenants. In addition, as of AprilJuly 30,31, 2026, the Company had $1.1 million in credit line reserves and a letter of credit balance of $18.5$21.9 million. As of AprilJuly 30,31, 2026, we had $307.6$314.3 million of available borrowing capacity under the ABL Facility. Debt issuance costs related to revolving credit facilities are capitalized and reflected as an asset in deferred financing costs in the accompanying condensed balance sheets. The Company had unamortized debt issuance costs related to the revolving credit facilities of $1.8$1.6 million as of AprilJuly 30,31, 2026.

Net cash provided by operating activities during the sixnine months ended AprilJuly 30,31, 2026 was $29.5$53.6 million. The Company had net income of $0.1$5.0 million, which included net non-cash expense items of $29.4$47.6 million. In addition, therewe was no nethad cash impactinflows duerelated to changesa decrease in our working capital.capital of $1.0 million. Cash inflows related to working capital activity include aan decreaseincrease in other operating assetsliabilities of $1.2$7.4 million and an increase in accounts payable of $2.8$3.1 million, offset by increases to receivables of $1.5$7.1 million, inventory of $1.2 million and inventory of $1.0 million offset by decreases in other operating liabilitiesassets of $1.5$1.2 million. The increase in receivables is due to increases in sales volumes during the six months ended April 30, 2026. The decrease in other operating assets isliabilities primarily related to the timing of our annualperiodic commercialsenior insurancenotes premiuminterest payments. The increase in accounts payable is driven by the general timing of invoices. The decreaseincrease in receivables is due to increases in sales volumes during the nine months ended July 31, 2026. The increase in other operating liabilitiesassets is primarily related to operatingthe leasetiming payments.of tax refunds in the U.K.

Net cash provided by operating activities during the sixnine months ended AprilJuly 30,31, 2025 was $30.8$49.9 million. The Company had a net lossincome of $2.6$1.1 million, which included net non-cash expense items of $29.6$47.0 million. In addition, we had cash inflows related to ana increasedecrease in our working capital of $3.9$1.8 million. Cash inflows related to working capital activity include an increase in other operating liabilities of $6.4 million and a decrease toin receivables of $8.4 million and an increase to accounts payable of $4.3$4.4 million, partially offset by an increase to other operating assets of $6.3$7.0 million, an increase to inventory of $1.4 million and a decrease to accounts payable of $0.6 million. The increase in other operating liabilities is primarily related to the timing of $2.4our million.periodic senior notes interest payments. The decrease in receivables is due to decreases in sales volumes during the sixnine months ended AprilJuly 30,31, 2025. The increase in accounts payable is driven by the general timing of invoices. The increase in other operating assets is due to the timing of our annual commercial insurance premium payments. The increase in inventory was driven by increased inventory levels. The decrease in otheraccounts operating liabilitiespayable is relateddriven toby operatingthe leasegeneral paymentstiming of $2.5 million.invoices.

Cash flow used in investing activities. Net cash used in operatinginvesting activities generally reflects the cash outflows for property, plant and equipment.

We used $28.1$47.1 million to fund investing activities during the sixnine months ended AprilJuly 30,31, 2026. The Company used $19.6$40.0 million for the purchase of property, plant and equipment and $11.1 million to fund the acquisition of Templant. These amounts were partially offset by $2.6$4.0 million in proceeds from the sale of property, plant and equipment.

We used $16.3$28.2 million to fund investing activities during the sixnine months ended AprilJuly 30,31, 2025. The Company used $19.5$34.2 million for the purchase of property, plant and equipment, which was partially offset by $3.2$6.0 million in proceeds from the sale of property, plant and equipment.

Net cash used in financing activities was $7.3$8.1 million for the sixnine months ended AprilJuly 30,31, 2026. Cash used in financing activities included $7.2$7.3 million in purchase of treasury stock, which included $6.7$6.8 million purchased under the share repurchase program and $0.5 million from the purchase of shares into treasury stock in order to fund the employee tax obligations for certain stock award vesting and stock option exercise activities and $0.7$0.8 million for other financing activities. In addition, cash used in financing activities included $0.6 million in net proceeds under the Company's ABL Facility.

Net cash used in financing activities was $19.9$23.8 million for the sixnine months ended AprilJuly 30,31, 2025. Cash used in financing activities included $425.0 million in proceeds from the issuance of the 2032 Notes, $375.0 million in payments for the extinguishment of the 2026 Notes, $53.1 million in dividends paid, $8.2 million in debt issuance costs paid related to the 2032 Notes and $8.5$12.3 million in purchase of treasury stock, which included $7.9$11.7 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. These cash outflows were partially offset by $425.0 million in proceeds from the issuance of the 2032 Notes.

Our critical accounting policies and estimates are disclosed in the "Critical Accounting Policies and Estimates" section of our Annual Report. No modifications have been made during the sixnine months ended AprilJuly 30,31, 2026 to these policies or estimates except for those noted in Note 2 to the condensed consolidated financial statements included within Item 1 of this report.