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Concrete Pumping Holdings Inc

For the period ended Apr 30, 2024. Filed Jun 6, 2024.

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About this filing

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

Apr 30, 2024 · Filed Jun 6, 2024

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

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-01-31; filed 2024-03-07.

0001437749-24-007002

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2024-04-30; filed 2024-06-06.

0001437749-24-019495

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 76 previous paragraphs and 103 current paragraphs.

45 unchanged; 28 reworded; 23 added; 2 removed; 1 previous and 7 current paragraphs rearranged.

Tables are not compared: 7 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (23)

Current report

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 six months ended April 30, 2024 and 2023.

Current report

*U.S. Concrete Pumping.*Revenue for our U.S. Concrete Pumping segment decreased by 4.8%, or $3.8 million, from $78.4 million in the second quarter of fiscal 2023 to $74.6 million for the second quarter of fiscal 2024 primarily attributable to a decrease in volumes driven by (1) a general slowdown in commercial construction work, mostly due to the impact from rising interest rates, (2) oversaturation of concrete pumps in certain markets and (3) higher than normal precipitation throughout the quarter, specifically in the Company's Texas, Arizona, Nevada, California and Colorado markets.

Current report

*U.K. Operations.*Revenue for our U.K. Operations segment increased by 2.0%, or $0.3 million, from $15.2 million in the second quarter of fiscal 2023 to $15.5 million for the second quarter of fiscal 2024. Excluding the impact from foreign currency translation, revenue was down 1% year-over-year.

Current report

*General and administrative expenses ("G&A").*G&A expenses for the second quarter of fiscal 2024 were $29.7 million, a decrease of $0.5 million from $30.2 million in the second quarter of fiscal 2023. G&A expenses as a percent of revenue were 27.7% for the second quarter of fiscal 2024 compared to 28.0% for the same period a year ago. The decrease in G&A expenses was largely due to (1) non-cash decreases in amortization expense of $0.9 million and stock-based compensation of $0.3 million, and (2) higher gain on sales of assets of $0.7 million. These decreases were mostly offset by higher labor costs of approximately $1.1 million as a result of wage inflation in the United States.

Current report

For the second quarter of fiscal 2024, excluding amortization of intangible assets of $3.9 million, depreciation expense of $0.6 million, and stock-based compensation expense of $0.7 million, G&A expenses were $24.5 million (22.9% of revenue). For the second quarter of fiscal 2023, excluding amortization of intangible assets of $4.9 million, depreciation expense of $0.6 million and stock-based compensation expense of $1.1 million G&A expenses were $23.7 million (22.0% of revenue). This increase of $0.8 million is primarily due to the increases in labor costs, as discussed above.

Current report

Six Months Ended April 30, 2024 Compared to the Six Months Ended April 30, 2023

Current report

The tables included in the period-to-period comparisons below provide summaries of our revenue and gross profit for our business segments for the six months ended April 30, 2024 and 2023.

Current report

*U.S. Concrete Pumping.*Revenue for our U.S. Concrete Pumping segment decreased by 2.9%, or $4.3 million, from $145.6 million for the six months ended April 30, 2023 to $141.3 million for the six months ended April 30, 2024 primarily attributable to (1) a general slowdown in commercial construction work, mostly due to the impact from rising interest rates, (2) oversaturation of concrete pumps in certain markets, and (3) higher than normal precipitation for the six months ended April 30, 2024.

Current report

*Gross margin.*Our gross margin for the six months ended April 30, 2024 was 36.7% compared to 39.7% in the six months ended April 30, 2023. The decrease in our gross margin was primarily related to lower revenue in our U.S. Concrete Pumping segment, decreased labor utilization driven by the reduced revenue in our U.S. Concrete Pumping segment and inflationary increases in commercial insurance premium costs. These amounts were partially offset by improved fuel expense and lower repair and maintenance costs.

Current report

The effective tax rate for the three and six months ended April 30, 2024 and 2023 was primarily impacted by excess tax deficiencies from share-based compensation and the change in fair value of warrant liabilities, respectively.

Current report

Net loss for our U.S. Concrete Pumping segment was $7.8 million for the six months ended April 30, 2024, versus net loss of $0.0 million for the six months ended April 30, 2023. Adjusted EBITDA for our U.S. Concrete Pumping segment was $27.9 million for the six months ended April 30, 2024, down 22.6% from $36.1 million for the same period in fiscal 2023.

Current report

The decreases in net income and Adjusted EBITDA for both periods were primarily attributable to lower revenue volumes, decreased labor utilization driven by the reduced revenue, and inflationary increases in commercial insurance.

Current report

Net income for our U.K. Operations segment was $1.5 million for the six months ended April 30, 2024, versus net income of $0.8 million for the six months ended April 30, 2023. Adjusted EBITDA for our U.K. Operations segment was $7.3 million for the six months ended April 30, 2024, up 17.7% from $6.2 million for the six months ended April 30, 2023. The increases were primarily attributable to the year-over-year improvement in revenue, improved labor utilization and reductions in fuel and repair costs.

Current report

*U.S. Concrete Waste Management Services.*Net income for our U.S. Concrete Waste Management Services segment was $3.0 million for the second quarter of fiscal 2024, versus net income of $2.7 million for the second quarter of fiscal 2023. Adjusted EBITDA for our U.S. Concrete Waste Management Services segment was $6.2 million for the second quarter of fiscal 2024, up 7.9% from $5.7 million for the same period in fiscal 2023. The increases were attributable to the significant increase in revenue that was partially offset by inflationary increases in labor and commercial insurance costs and higher corporate allocations.

Current report

On January 28, 2021, Brundage-Bone Concrete Pumping Holdings Inc., a Delaware corporation (the "Issuer") and a wholly-owned subsidiary of the Company (i) completed a private offering of $375.0 million in aggregate principal amount of its 6.000% senior secured second lien notes due 2026 (the "Senior 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") and (ii) entered into an amended and restated ABL Facility (as subsequently amended, the "ABL Facility") by and among the Company, certain subsidiaries of the Company, Wells Fargo Bank, National Association, as agent, sole lead arranger and sole bookrunner, the other lenders party thereto, which originally provided up to $125.0 million of asset-based revolving loan commitments to the Company and the other borrowers under the ABL Facility. The Senior 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").

Current report

1 Other adjustments include the adjustment for non-recurring expenses and non-cash currency gains/losses. For the six months ended April 30, 2024, other adjustments includes a $3.5 million non-recurring charge related to sales tax litigation. See Note 13 in Part I, Item 1 of this report for more information.
Removed paragraphs (2)

Previous report

During the first quarter of fiscal 2024, the Company’s operations in the U.S. were negatively impacted by severe winter weather, including heavy rainfall, snow and freezing temperatures in the month of January that stalled many customer projects and resulted in a revenue decline in the U.S. Concrete Pumping segment. This was coupled with an increase in expenses during the first quarter primarily due to (1) a non-recurring charge of $3.5 million as a result of a recent adverse court ruling related to sales tax, and (2) higher labor, health insurance and rent costs. These factors are reflected in the description of our results of operations below.

Previous report

*U.S. Concrete Pumping.*Revenue for our U.S. Concrete Pumping segment decreased by 0.8%, or $0.5 million, from $67.2 million in the first quarter of fiscal 2023 to $66.7 million for the first quarter of fiscal 2024 primarily attributable to a decrease in volume driven by severe winter weather in the 2024 first quarter, specifically heavy rainfall and freezing temperatures in the month of January.
Reworded paragraphs (28)

Previous wording

Certain statements in this Quarterly Report on Form 10-Q ("Report") constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, among other things, statements regarding our business, financial condition, results of operations, cash flows, strategies and prospects, and the potential impact of the COVID-19 pandemic on our business. These forward-looking statements may be identified by terminology such as “likely,” “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” or "views" or the negative of such terms and other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements contained in this Report are reasonable, we cannot guarantee future results.

Current wording

Certain statements in this Quarterly Report on Form 10-Q ("Report") constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, among other things, statements regarding our business, financial condition, results of operations, cash flows, strategies and prospects. These forward-looking statements may be identified by terminology such as "likely," "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "continue," or "views" or the negative of such terms and other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements contained in this Report are reasonable, we cannot guarantee future results.

Previous wording

*Total revenue.*Total revenues were $97.7 million for the three months ended January 31, 2024 compared to $93.6 million for the three months ended January 31, 2023. Revenue by segment is further discussed below.

Current wording

*Total revenue.*Total revenues were $107.1 million for the three months ended April 30, 2024 compared to $107.8 million for the three months ended April 30, 2023. Revenue by segment is further discussed below.

Previous wording

*U.S. Concrete Waste Management Services.*Third party revenue for the U.S. Concrete Waste Management Services segment improved by 14.2%, or $1.9 million, from $13.7 million in the first quarter of fiscal 2023 to $15.6 million for the first quarter of fiscal 2024. The increase in revenue was driven by robust organic growth and pricing improvements against a backdrop of adverse winter weather.

Current wording

*U.S. Concrete Waste Management Services.*Third-party revenue for the U.S. Concrete Waste Management Services segment improved by 19.3%, or $2.7 million, from $14.2 million in the second quarter of fiscal 2023 to $16.9 million for the second quarter of fiscal 2024. The increase in revenue was driven by robust organic growth and pricing improvements.

Previous wording

*Gross margin.*Our gross margin for the first quarter of fiscal 2024 was 34.1% compared to 39.0% in the first quarter of fiscal 2023. The decrease in our gross margin was primarily related to lower revenue volumes and labor utilization driven by the adverse impact severe of winter weather conditions, coupled with inflationary increases in insurance costs.

Current wording

*Gross margin.*Our gross margin for the second quarter of fiscal 2024 was 39.0% compared to 40.3% in the second quarter of fiscal 2023. The slight decrease in our gross margin was primarily related to lower revenue in our U.S. Concrete Pumping segment, decreased labor utilization driven by the reduced revenue in our U.S. Concrete Pumping segment and inflationary increases in commercial insurance premium costs. These amounts were partially offset by improved repair and maintenance costs.

Previous wording

*Interest expense and amortization of deferred financing costs.*Interest expense and amortization of deferred financing costs for the first quarter of fiscal 2024 was $6.5 million, down $0.4 million from $6.9 million in the first quarter of fiscal 2023. The decrease was primarily attributable to a lower average ABL revolver draw during the fiscal 2024 first quarter as compared to the same quarter a year ago.

Current wording

*Interest expense and amortization of deferred financing costs.*Interest expense and amortization of deferred financing costs for the second quarter of fiscal 2024 was $6.9 million, down $0.4 million from $7.3 million in the second quarter of fiscal 2023. The decrease was primarily attributable to a lower average ABL revolver draw during the fiscal 2024 second quarter as compared to the same quarter a year ago.

Previous wording

*Income tax expense (benefit).*For the first fiscal quarter ended January 31, 2024 the Company recorded income tax benefit of $1.0 million on pretax loss of $4.8 million. For the same quarter a year ago, the Company recorded an income tax expense of $0.6 million on a pretax income of $7.1 million. The comparability of effective tax rates between both periods was primarily impacted by the warrants fair value activity in the three months ended January 31, 2023, as it is not recognized for tax purposes.

Current wording

*Income tax expense.*For the second fiscal quarter ended April 30, 2024 the Company recorded income tax expense of $2.2 million on pretax income of $5.2 million. For the same quarter a year ago, the Company recorded an income tax expense of $1.5 million on pretax income of $7.1 million. The comparability of effective tax rates between both periods was primarily impacted by (1) excess tax deficiencies from share-based compensation in the three months ended April 30, 2024 and (2) the warrants fair value activity in the three months ended April 30, 2023, as it is not recognized for tax purposes.

Previous wording

*U.K. Operations.*Revenue for our U.K. Operations segment increased by 21.2%, or $2.7 million, from $12.7 million in the first quarter of fiscal 2023 to $15.4 million for the first quarter of fiscal 2024. Excluding the impact from foreign currency translation, revenue was up 16% year-over-year. The increase in revenue was primarily attributable to pricing improvements.

Current wording

*U.K. Operations.*Revenue for our U.K. Operations segment increased by 10.8%, or $3.0 million, from $27.9 million for the six months ended April 30, 2023 to $30.9 million for the six months ended April 30, 2024. Excluding the impact from foreign currency translation, revenue was up 6.6% year-over-year. The increase in revenue was primarily attributable to pricing improvements.

Previous wording

*General and administrative expenses ("G&A").*G&A expenses for the first quarter of fiscal 2024 were $31.9 million, an increase of $4.9 million from $27.0 million in the first quarter of fiscal 2023. G&A expenses as a percent of revenue were 32.7% for the first quarter of fiscal 2024 compared to 28.9% for the same period a year ago. The dollar increase in G&A expenses was largely due to (1) a non-recurring charge of $3.5 million related to sales tax litigation, as further described in Note 13 in Part I, Item 1 of this report for more information, (2) higher labor and health insurance costs of approximately $2.5 million as a result of additional headcount in our U.S. Concrete Waste Management Services segment to support growth initiatives and wage inflation, and (3) higher rent of $0.5 million. These increases were partially offset by non-cash decreases in amortization expense of $0.9 million and $0.6 million in lower stock-based compensation expense.

Current wording

*General and administrative expenses ("G&A").*G&A expenses for the six months ended April 30, 2024 were $61.6 million, an increase of $4.3 million from $57.3 million for the six months ended April 30, 2023. G&A expenses as a percent of revenue were 30.1% for the six months ended April 30, 2024 compared to 28.4% for the same period a year ago. The increase in G&A expenses was largely due to (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 13 in Part I, Item 1 of this report for more information, and (2) higher labor and health insurance costs of approximately $3.6 million as a result of wage inflation coupled with limited headcount growth. These increases were partially offset by non-cash decreases in amortization expense of $1.9 million and stock-based compensation expense of $0.9 million.

Previous wording

Excluding amortization of intangible assets of $3.9 million, depreciation expense of $0.6 million, stock-based compensation expense of $0.5 million and the non-recurring $3.5 million sales tax litigation-related charge, G&A expenses were $23.4 million for the first quarter of fiscal 2024 (23.9% of revenue), up $6.4 million from $20.5 million for the first quarter of fiscal 2023 (21.9% of revenue). The increase was primarily due to the Washington charge and higher labor as discussed above.

Current wording

For the six months ended April 30, 2024, excluding amortization of intangible assets of $7.8 million, depreciation expense of $1.1 million, stock-based compensation expense of $1.3 million and the non-recurring $3.5 million sales tax litigation-related charge, G&A expenses were $47.9 million (23.4% of revenue). For the six months ended April 30, 2023, excluding amortization of intangible assets of $9.6 million, depreciation expense of $1.2 million and stock-based compensation expense of $2.2 million, G&A expenses were $44.3 million (22.0% of revenue). The increase of $3.6 million was primarily due to the higher labor and increased health insurance costs as discussed above.

Previous wording

Change in fair value of warrant liabilities. During the first quarter of fiscal 2024 the Company recognized a $0.1 million gain on the fair value remeasurement of our liability-classified warrants. During the first quarter of fiscal 2023 the Company recognized a $4.6 million gain on the fair value measurement of our liability-classified warrants. The decline in the fair value remeasurement of the public warrants for the first quarter of fiscal 2023 is due to the Company's share price trading below the exercise price as the warrants were closer to expiring in December 2023. On December 6, 2023, we announced the expiration of the Company's 13,017,677 warrants to acquire shares of its common stock, as such they are no longer recognized as a liability on the balance sheet as of January 31, 2024.

Current wording

Change in fair value of warrant liabilities. During the six months ended April 30, 2024, the Company recognized a $0.1 million gain on the fair value remeasurement of our liability-classified warrants. During the six months ended April 30, 2023 the Company recognized a $5.7 million gain on the fair value measurement of our liability-classified warrants. The decline in the fair value remeasurement of the public warrants is due to the Company's share price trading below the exercise price as the warrants were closer to expiring in December 2023. On December 6, 2023, we announced the expiration of the Company's 13,017,677 warrants. As such they were no longer recognized as a liability on the condensed consolidated balance sheet as of April 30, 2024.

Previous wording

During the first quarter of fiscal year 2024, the Company moved certain assets and associated revenues and expenses, which was previously categorized in the Company's Other activities, into the U.S. Concrete Pumping segment in order to better align its placement 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. For further discussion, see Note 18 in Part I, Item 1 of this report for more information. In addition, in order to appropriately distribute the use of corporate resources and better 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. The Company recast segment results for the quarter ended January 31, 2023 are below:

Current wording

During the first quarter of fiscal year 2024, the Company moved certain assets and associated revenues and expenses, which were previously categorized in the Company's Other activities, into the U.S. Concrete Pumping segment in order to better align its placement with the manner in which the Company 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 18 in Part I, Item 1 of this report for more information. In addition, in order to appropriately distribute the use of corporate resources and better 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. The Company recast segment results for the three and six months ended April 30, 2023 are below:

Previous wording

U.S. Concrete Pumping. Net loss for our U.S. Concrete Pumping segment was $6.8 million for the first quarter of fiscal 2024, versus a net loss of $0.8 million for the first quarter of fiscal 2023. Adjusted EBITDA for our U.S. Concrete Pumping segment was $10.7 million for the first quarter of fiscal 2024, down 36.4% from $16.8 million for the same period in fiscal 2023. The decreases in net income and Adjusted EBITDA were primarily attributable to lower revenue volume and labor utilization due to the adverse impact from severe winter weather in the first quarter, coupled with increased costs related to insurance.

Current wording

U.S. Concrete Pumping. Net loss for our U.S. Concrete Pumping segment was $1.0 million for the second quarter of fiscal 2024, versus net income of $0.8 million for the second quarter of fiscal 2023. Adjusted EBITDA for our U.S. Concrete Pumping segment was $17.2 million for the second quarter of fiscal 2024, down 10.7% from $19.3 million for the same period in fiscal 2023.

Previous wording

U.K. Operations. Net income for our U.K. Operations segment was $0.5 million for the first quarter of fiscal 2024, versus a net loss of $0.1 million for the first quarter of fiscal 2023. Adjusted EBITDA for our U.K. Operations segment was $3.2 million for the first quarter of fiscal 2024, up 32.8% from $2.4 million from the same period in fiscal 2023. The increases were primarily attributable to the year-over-year improvement in revenue and reductions in fuel, labor and repair costs.

Current wording

U.K. Operations. Net income for our U.K. Operations segment was $1.0 million for the second quarter of fiscal 2024, versus net income of $0.9 million for the second quarter of fiscal 2023. Adjusted EBITDA for our U.K. Operations segment was $4.1 million for the second quarter of fiscal 2024, up 8.2% from $3.8 million from the same period in fiscal 2023. The increases were primarily attributable to the year-over-year improvement in revenue and reductions in fuel and repair costs.

Previous wording

*U.S. Concrete Waste Management Services.*Net income for our U.S. Concrete Waste Management Services segment was $2.4 million for the first quarter of fiscal 2024, versus net income of $2.8 million for the first quarter of fiscal 2023. Adjusted EBITDA for our U.S. Concrete Waste Management Services segment was $5.4 million for the first quarter of fiscal 2024, down 7.5% from $5.8 million from the same period in fiscal 2023. The decreases were primarily attributable to the adverse weather impact in the first quarter on revenue volumes and labor utilization, coupled with insurance cost inflation.

Current wording

Net income for our U.S. Concrete Waste Management Services segment was $5.4 million for the six months ended April 30, 2024, versus net income of $5.5 million for the six months ended April 30, 2023. Adjusted EBITDA for our U.S. Concrete Waste Management Services segment was $11.6 million for the six months ended April 30, 2024, up 0.1% from $11.5 million for the six months ended April 30, 2023. The slight increase in Adjusted EBITDA was primarily driven by the increase in revenue that was mostly offset by adverse weather impacts in the first quarter on labor utilization, coupled with commercial insurance cost inflation and higher corporate allocations.

Previous wording

*Other.*Net income for Other activities was $0.1 million for the first quarter of fiscal 2024, compared to a net income of $4.6 million for the first quarter of fiscal 2023. The change in net income is primarily related to the change in warrant liability, as discussed above. There was no change in Adjusted EBITDA for our Other activities for the periods provided.

Current wording

*Other.*There was no net income for Other activities for the second quarter of fiscal 2024, compared to a net income of $1.2 million for the second quarter of fiscal 2023. The change in net income is related to the change in warrant liability, as discussed above.

Previous wording

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 $225.0 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. As of January 31, 2024, we had $14.7 million of cash and cash equivalents and $202.3 million of available borrowing capacity under the ABL Facility, providing total available liquidity of $217.0 million.

Current wording

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 $225.0 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. As of April 30, 2024, we had $18.0 million of cash and cash equivalents and $198.9 million of available borrowing capacity under the ABL Facility (as defined below), providing total available liquidity of $216.9 million.

Previous wording

We believe our existing cash and cash equivalent balances, cash flow from operations and borrowing capacity under our ABL Facility will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months. Our future capital requirements may vary materially from those currently planned and will depend on many factors, including our rate of revenue growth, potential acquisitions and overall economic conditions. To the extent that current and anticipated future sources of liquidity are insufficient to fund our future business activities and requirements, we may be required to seek additional equity or debt financing. The sale of additional equity could result in dilution to our stockholders. The incurrence of debt financing would result in debt service obligations and the instruments governing such debt could provide for operating and financing covenants that would restrict our operations.

Current wording

We believe our existing cash and cash equivalent balances, cash flow from operations and borrowing capacity under our ABL Facility will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months. Our future capital requirements may vary materially from those currently planned and will depend on many factors, including our rate of revenue growth, potential acquisitions and overall economic conditions. To the extent that current and anticipated future sources of liquidity are insufficient to fund our future business activities and requirements, we may be required to seek additional equity or debt financing. The sale of additional equity could result in dilution to our stockholders and the incurrence of additional debt could restrict our operations.

Previous wording

Our working capital surplus as of January 31, 2024 was $7.3 million. We believe we have adequate coverage of our debt covenants.

Current wording

Our working capital surplus as of April 30, 2024 was $19.5 million. We are in compliance with our debt covenants and believe that we have sufficient working capital to meet our material cash requirements.

Previous wording

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. Our capital expenditures for the three months ended January 31, 2024 and 2023 were approximately $17.8 million and $17.1 million, respectively.

Current wording

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. Our capital expenditures for the six months ended April 30, 2024 and 2023 were approximately $28.8 million and $34.7 million, respectively.

Previous wording

The outstanding balance under the ABL Facility as of January 31, 2024 was $13.0 million and as of that date, the Company was in compliance with all debt covenants. In addition, as of January 31, 2024, the Company had $1.1 million in credit line reserves and a letter of credit balance of $8.5 million. As of January 31, 2024, we had $202.3 million of available borrowing capacity under the ABL Facility. Debt issuance costs related to revolving credit facilities are capitalized and reflected as an asset in deferred financing costs in the accompanying condensed balance sheets. The Company had debt issuance costs related to the revolving credit facilities of $1.7 million as of January 31, 2024. See Note 8 for more information on the Senior Notes and ABL Facility.

Current wording

The outstanding balance under the ABL Facility as of April 30, 2024 was $16.4 million and as of that date, the Company was in compliance with all debt covenants. In addition, as of April 30, 2024, the Company had $1.1 million in credit line reserves and a letter of credit balance of $8.5 million. As of April 30, 2024, we had $198.9 million of available borrowing capacity under the ABL Facility. Debt issuance costs related to revolving credit facilities are capitalized and reflected as an asset in deferred financing costs in the accompanying condensed balance sheets. The Company had debt issuance costs related to the revolving credit facilities of $1.6 million as of April 30, 2024. See Note 8 for more information on the Senior Notes and ABL Facility.

Previous wording

Net cash provided by operating activities during the three months ended January 31, 2024 was $20.3 million. The Company had a net loss of $3.8 million, which included non-cash expense items of $13.4 million. In addition, we had cash outflows related to an increase to our working capital of $10.7 million. Working capital changes primarily include a decrease in receivables of $13.9 million, a decrease in inventory of $0.6 million, a decrease of $3.9 million in accounts payable, an increase in other operating assets of $0.6 million and a decrease in other operating liabilities of $0.6 million. The decrease in receivables is due to seasonal collection of receivables during the first quarter of fiscal year 2024. The decrease in accounts payable is driven by the timing of vendor payments. The increase in other assets is primarily due to the increase in sales tax receivable.

Current wording

Net cash provided by operating activities during the six months ended April 30, 2024 was $29.4 million. The Company had a net loss of $0.8 million, which included net non-cash expense items of $30.8 million. In addition, we had cash outflows related to an increase in our working capital of $0.6 million. Cash outflows related to working capital activity include a decrease in other operating liabilities of $3.8 million, an increase in other operating assets of $2.4 million, and a decrease of $1.2 million in accounts payable. These were offset by a decrease in receivables of $6.3 million and a decrease in inventory of $0.6 million. The decrease in operating liabilities is due to payments on operating leases of $2.6 million and a decrease in sales and use tax. The increase to other operating assets is primarily due to timing of prepaid insurance. The decrease in accounts payable is driven by the timing of vendor payments. The decrease in receivables is due to seasonal collection of receivables and decrease in sales volumes during the six months ended April 30, 2024.

Previous wording

Net cash provided by operating activities during the three months ended January 31, 2023 was $17.9 million. The Company had net income of $6.5 million, which included non-cash expense items of $11.4 million. In addition, we had cash outflows related to a decrease to our working capital of $0.1 million. Working capital changes primarily include an increase to other operating assets of $7.3 million and a decrease of $4.0 million to accounts payable, offset by a decrease in receivables of $10.4 million, an increase in other operating liabilities of $1.9 million, and an increase in inventory of $1.0 million. The increase to prepaid expenses and other current assets is primarily due to timing of prepaid insurance, which is generally prepaid during the first quarter of fiscal year 2023. The decrease in accounts payable is driven by timing. The decrease in receivables is due to seasonal collection of receivables during the first quarter of fiscal year 2023, while the increase in other operating liabilities is primarily related to an increase in accrued interest and partially offset by lease payments of $1.4 million. The Company makes semiannual interest payments in February and August each year.

Current wording

Net cash provided by operating activities during the six months ended April 30, 2023 was $31.1 million. The Company had net income of $12.1 million, which included net non-cash expense items of $28.2 million. In addition, we had cash outflows related to an increase in our working capital of $9.2 million. Cash outflows related to working capital activity primarily include a decrease in other operating liabilities of $5.1 million, an increase in other operating assets of $3.2 million, a decrease of $1.1 million to accounts payable and an increase in inventory of $0.7 million. These were offset by a decrease in trade receivables of $0.9 million. The decrease in other operating liabilities is primarily related to payments on operating leases of $3.1 million and a decrease in accrued insurance. The increase to other operating assets is primarily due to timing of prepaid insurance, which is generally prepaid during first quarter of a fiscal year. The decrease in accounts payable is driven by timing.

Previous wording

We used $16.5 million to fund investing activities during the three months ended January 31, 2024. The Company used $17.8 million for the purchase of property, plant and equipment, which was partially offset by $1.3 million in proceeds from the sale of property, plant and equipment.

Current wording

We used $23.6 million to fund investing activities during the six months ended April 30, 2024. The Company used $28.8 million for the purchase of property, plant and equipment, which was partially offset by $5.2 million in proceeds from the sale of property, plant and equipment.

Previous wording

We used $14.8 million to fund investing activities during the three months ended January 31, 2023. The Company used $17.1 million for the purchase of property, plant and equipment, which was partially offset by $2.3 million in proceeds from the sale of property, plant and equipment.

Current wording

We used $31.1 million to fund investing activities during the six months ended April 30, 2023. The Company used $34.7 million for the purchase of property, plant and equipment and $0.8 million for the purchase of intangible assets, which was partially offset by $4.4 million in proceeds from the sale of property, plant and equipment.

Previous wording

Net cash used in financing activities was $5.6 million for the three months ended January 31, 2024. Cash used in financing activities included $5.9 million in net payments under the Company's ABL Facility and $1.1 million in purchase of treasury stock, which included $0.2 million purchased under the share repurchase program and $0.9 million in outflows from the purchase of shares into treasury stock in order to fund the employee tax obligations for certain vested stock awards.

Current wording

Net cash used in financing activities was $4.1 million for the six months ended April 30, 2024. Cash used in financing activities included $2.5 million in net payments under the Company's ABL Facility and $3.0 million in purchase of treasury stock, which included $1.5 million purchased under the share repurchase program and $1.5 million in outflows from the purchase of shares into treasury stock in order to fund the employee tax obligations for certain vested stock awards.

Previous wording

Net cash provided by financing activities was $6.7 million for the three months ended January 31, 2023. Financing activities during this period primarily included $5.5 million in purchase of treasury stock, which included $4.9 million purchased under the share repurchase program and $0.6 million in outflows from the purchase of shares into treasury stock in order to fund the employee tax obligations for certain vested stock awards. In addition, cash used in financing activities included $1.2 million in net proceeds under the Company's ABL Facility

Current wording

Net cash used in financing activities was $1.1 million for the six months ended April 30, 2023. Financing activities during this period included $8.3 million in purchase of treasury stock, which included $7.2 million purchased under the share repurchase program and $1.1 million in outflows from the purchase of shares into treasury stock in order to fund the employee tax obligations for certain vested stock awards. In addition, cash used in financing activities included $7.3 million in net proceeds under the Company's ABL Facility.

Previous wording

During the first quarter of fiscal year 2024, the Company moved certain assets and associated revenues and expenses that was previously categorized in the Company's Other activities, into the U.S. Concrete Pumping segment in order to better align its placement 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. For further discussion, see Note 18 in Part I, Item 1 of this report for more information. In addition, in order to appropriately distribute the use of corporate resources and better 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 “Adjusted EBITDA and Net Income/(Loss)” above for more information.

Current wording

During the first quarter of fiscal year 2024, the Company moved certain assets and associated revenues and expenses that were previously categorized in the Company's Other activities, into the U.S. Concrete Pumping segment in order to better align its placement with the manner in which the Company 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 18 in Part I, Item 1 of this report for more information. In addition, in order to appropriately distribute the use of corporate resources and better 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 "Adjusted EBITDA and Net Income/(Loss)" above for more information.

Previous wording

Our critical accounting policies and estimates are disclosed in the “Critical Accounting Policies and Estimates” section of our Annual Report. No modifications have been made during the three months ended January 31, 2024 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.

Current wording

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 six months ended April 30, 2024 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.
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Current report — wording carried from elsewhere

Change in fair value of warrant liabilities. During the three months ended April 30, 2024 the Company did not recognize a gain or loss on the fair value remeasurement of our liability-classified warrants. During the three months ended April 30, 2023 the Company recognized a $1.2 million gain on the fair value measurement of our liability-classified warrants. The decline in the fair value remeasurement of the public warrants is due to the Company's share price trading below the exercise price as the warrants were closer to expiring in December 2023. On December 6, 2023, we announced the expiration of the Company's 13,017,677 warrants, as such they are no longer recognized as a liability on the condensed consolidated balance sheet as of April 30, 2024.

Current report — wording carried from elsewhere

*Total revenue.*Total revenues were $204.8 million for the six months ended April 30, 2024 compared to $201.4 million for the six months ended April 30, 2023. Revenue by segment is further discussed below.

Current report — wording carried from elsewhere

*U.S. Concrete Waste Management Services.*Third-party revenue for the U.S. Concrete Waste Management Services segment increased by 16.8%, or $4.7 million, from $27.8 million for the six months ended April 30, 2023 to $32.5 million for the six months ended April 30, 2024. The increase in revenue was driven by robust organic growth and pricing improvements against a backdrop of adverse weather.

Current report — wording carried from elsewhere

*Interest expense and amortization of deferred financing costs.*Interest expense and amortization of deferred financing costs for the six months ended April 30, 2024 was $13.3 million, down $0.9 million from $14.2 million for the six months ended April 30, 2023. The decrease was primarily attributable to a lower average ABL revolver draw during the first and second quarter of fiscal 2024 as compared to the same quarters a year ago.

Current report — wording carried from elsewhere

*Income tax expense.*For the six months ended April 30, 2024, the Company recorded income tax expense of $1.2 million on pretax income of $0.4 million. For the same period a year ago, the Company recorded income tax expense of $2.1 million on pretax income of $14.2 million. The comparability of effective tax rates between both periods was primarily impacted by (1) excess tax deficiencies from share-based compensation in the six months ended April 30, 2024 and (2) the warrants fair value activity in the six months ended April 30, 2023, as it is not recognized for tax purposes.

Current report — wording carried from elsewhere

Net income for Other activities was $0.1 million for the six months ended April 30, 2024, compared to a net income of $5.7 million for the six months ended April 30, 2023. The change in net income is related to the change in warrant liability, as discussed above.

Current report — wording carried from elsewhere

Cash flow used in financing activities.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

Cash flow provided by (used in) financing activities.