Concrete Pumping Holdings Reports Strong Third Quarter 2023 Results

Double-Digit Revenue Growth Drives Another Record Quarter

DENVER, Sept. 07, 2023 (GLOBE NEWSWIRE) -- Concrete Pumping Holdings, Inc. (Nasdaq: BBCP) (the “Company” or “CPH”), a leading provider of concrete pumping and waste management services in the U.S. and U.K., reported financial results for the third quarter ended July 31, 2023.

Third Quarter Fiscal Year 2023 Highlights vs. Third Quarter of Fiscal Year 2022 (where applicable)

  Revenue increased 16% to $120.7 million compared to $104.5 million.
  Gross profit increased 18% to $49.5 million compared to $41.9 million.
  Income from operations increased 38% to $19.5 million compared to $14.1 million.
  Net income was $10.3 million compared to $13.0 million.
  Net income attributable to common shareholders was $9.9 million or $0.18 per diluted share, compared to $12.5 million or $0.22 per diluted share.
      Net income included a $0.9 million ($0.01 per diluted share) gain from the change in the fair value of warrants versus a $7.4 million ($0.12 per diluted share) gain in the prior year.
  Adjusted EBITDA1 increased 16% to $34.9 million compared to $30.0 million, with Adjusted EBITDA margin1 of 28.9% compared to 28.8%.
  Amounts outstanding under debt agreements were $410.7 million with net debt1 of $399.2 million. Total available liquidity at quarter end was $195.5 million.
  Leverage ratio2 at quarter end was 3.2x.
     

Management Commentary

“The growth we experienced in the first half of the year accelerated in our record-setting third quarter, driven by double-digit revenue growth in every segment of our business,” said CPH CEO Bruce Young. “This was primarily driven by strong organic growth, as well as the results from accretive acquisitions. By end market, our business is also performing well, particularly as demand for new residential housing has reaccelerated, and our expanding U.S. footprint continued to allow us to win infrastructure projects.

“Given the momentum in our business, we are well-positioned to deliver a record-setting year in fiscal 2023. So far this year we have continued to prioritize deleveraging, and we are also on track to reduce our leverage ratio to 3.0x by fiscal year end, which is ahead of our expectation. We believe the combination of our diversified and resilient revenue mix, high value service offering, and our opportunistic, accretive M&A strategy, while strategically balancing our leverage, is the most optimal path to continued shareholder value creation.

_____________________________
1 Adjusted EBITDA, Adjusted EBITDA margin and net debt are financial measures that are not calculated in accordance with accounting principles generally accepted in the United States of America (“GAAP”). See “Non-GAAP Financial Measures” below for a discussion of the non-GAAP financial measures used in this release and a reconciliation to their most comparable GAAP measures. As of the first quarter of fiscal 2023, adjusted EBITDA no longer includes an add-back for director costs and public company expenses.

2 Leverage ratio defined as net debt divided by Adjusted EBITDA over the trailing four quarters.

Third Quarter Fiscal Year 2023 Financial Results

Revenue in the third quarter of fiscal year 2023 increased 16% to $120.7 million compared to $104.5 million in the third quarter of fiscal year 2022. The increase was attributable to strong growth across each of the Company’s segments as a result of organic growth from higher volumes in certain regions coupled with improved pricing, as well as the acquisition of Coastal Carolina Pumping (Coastal) in August 2022. Revenue attributable to the Coastal acquisition was $5.6 million in the third quarter of 2023.

Gross profit in the third quarter of fiscal year 2023 increased 18% to $49.5 million compared to $41.9 million in the prior year quarter. Gross margin increased 90 basis points to 41.0% compared to 40.1% in the prior year quarter. The increase in gross margin was primarily related to the strong revenue growth and the easing of diesel fuel prices compared to the prior year quarter, partially offset by inflationary pressures in labor inflation.

General and administrative expenses in the third quarter were $29.9 million compared to $27.8 million in the prior year quarter due to higher labor costs of approximately $3.0 million as a result of additional headcount from recent acquisitions. As a percentage of revenue, G&A costs were 24.8% in the third quarter compared to 26.6% in the prior year quarter.

During the three-month periods ended July 31, 2023 and 2022, the Company recognized gains of $0.9 million and $7.4 million, respectively, on the fair value remeasurement of its liability-classified warrants. The continued decline in the fair value remeasurement of the public warrants for both periods is due to the Company's share price being below the exercise price as the warrants get closer to expiring in December 2023.

Net income in the third quarter of fiscal year 2023 was $10.3 million compared to $13.0 million in the third quarter of fiscal year 2022. Net income attributable to common shareholders in the third quarter of fiscal year 2023 was $9.9 million, or $0.18 per diluted share, compared to $12.5 million, or $0.22 per diluted share, in the prior year quarter.

Adjusted EBITDA in the third quarter of fiscal year 2023 increased 16% to $34.9 million compared to $30.0 million in the prior year quarter. Adjusted EBITDA margin increased to 28.9% compared to 28.8% in the prior year quarter.

Liquidity

On July 31, 2023, the Company had debt outstanding of $410.7 million, net debt of $399.2 million and total available liquidity of $195.5 million.

On June 1, 2023, the ABL Facility was amended to, among other changes, (1) increase the maximum revolver borrowings available to be drawn thereunder from $160.0 million to $225.0 million, (2) increase the letter of credit sublimit from $10.5 million to $22.5 million and (3) extend the maturity of the ABL Facility to the earlier of (a) June 1, 2028 and (b) the date that is 180 days prior to (i) the final stated maturity date of the Senior Notes or (ii) the date the Senior Notes become due and payable. The ABL Facility also provides for an uncommitted accordion feature under which the borrowers under the ABL Facility can, subject to specified conditions, increase the ABL Facility by up to an additional $75.0 million. The $65.0 million in incremental commitments were provided by JPMorgan Chase Bank, N.A. and PNC Bank, N.A.

Segment Results

U.S. Concrete Pumping. Revenue in the third quarter of fiscal year 2023 increased 13% to $87.3 million compared to $77.4 million in the prior year quarter. The increase was due to organic volume growth in the segment and revenue contribution in the third quarter of 2023 from the Coastal acquisition. Net income in the third quarter of fiscal year 2023 increased 25% to $3.5 million compared to $2.8 million in the prior year quarter. Adjusted EBITDA was $20.5 million in the third quarter of fiscal year 2023 compared to $19.8 million in the prior year quarter.

U.K. Operations. Revenue in the third quarter of fiscal year 2023 increased 20% to $17.3 million compared to $14.4 million in the prior year quarter. Excluding the impact from foreign currency translation, revenue was up 18% year-over-year, due primarily to pricing improvements. Net income in the third quarter of fiscal year 2023 improved to $1.6 million compared to $0.4 million in the prior year quarter. Adjusted EBITDA increased 41% to $5.6 million in the third quarter of fiscal year 2023 compared to $4.0 million in the prior year quarter.

U.S. Concrete Waste Management Services. Revenue in the third quarter of fiscal year 2023 increased 29% to $16.5 million compared to $12.8 million in the prior year quarter. The increase was due to organic growth and pricing improvements. Net income in the third quarter of fiscal year 2023 increased 100% to $4.0 million compared to $2.0 million in the prior year quarter. Adjusted EBITDA in the third quarter of fiscal year 2023 increased 44% to $8.2 million compared to $5.7 million in the prior year quarter.

Fiscal Year 2023 Outlook

The Company now expects fiscal year 2023 revenue of approximately $440.0 million, Adjusted EBITDA of approximately $125.0 million, and free cash flow3 of approximately $70.0 million.

_____________________
3 Free cash flow is defined as Adjusted EBITDA less net replacement capital expenditures less cash paid for interest.

Conference Call

The Company will hold a conference call today at 5:00 p.m. Eastern time to discuss its third quarter 2023 results.

Date: Thursday, September 7, 2023
Time: 5:00 p.m. Eastern time (3:00 p.m. Mountain time)
Toll-free dial-in number: 1-877-407-9039
International dial-in number: 1-201-689-8470
Conference ID: 13739666

Please call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Gateway Investor Relations at 1-949-574-3860. 

The conference call will be broadcast live and available for replay at https://viavid.webcasts.com/starthere.jsp?ei=1622741&tp_key=80f2847994 and via the investor relations section of the Company’s website at www.concretepumpingholdings.com

A replay of the conference call will be available after 8:00 p.m. Eastern time on the same day through September 14, 2023.

Toll-free replay number: 1-844-512-2921
International replay number: 1-412-317-6671
Replay ID: 13739666

About Concrete Pumping Holdings

Concrete Pumping Holdings is the leading provider of concrete pumping services and concrete waste management services in the fragmented U.S. and U.K. markets, primarily operating under what we believe are the only established, national brands in both geographies – Brundage-Bone for concrete pumping in the U.S., Camfaud in the U.K., and Eco-Pan for waste management services in both the U.S. and U.K. The Company’s large fleet of specialized pumping equipment and trained operators position it to deliver concrete placement solutions that facilitate labor cost savings to customers, shorten concrete placement times, enhance worksite safety and improve construction quality. Highly complementary to its core concrete pumping service, Eco-Pan seeks to provide a full-service, cost-effective, regulatory-compliant solution to manage environmental issues caused by concrete washout. As of July 31, 2023, the Company provided concrete pumping services in the U.S. from a footprint of approximately 100 branch locations across approximately 20 states, concrete pumping services in the U.K. from approximately 30 branch locations, and route-based concrete waste management services from 19 operating locations in the U.S. and 1 shared location in the U.K. For more information, please visit www.concretepumpingholdings.com or the Company’s brand websites at www.brundagebone.com, www.camfaud.co.uk, or www.eco-pan.com

ForwardLooking Statements

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The Company’s actual results may differ from expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” “outlook” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the Company’s expectations with respect to future performance, including the Company's fiscal year 2023 outlook. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results. Most of these factors are outside the Company’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: the adverse impact of recent inflationary pressures, global economic conditions and developments related to these conditions, such as fluctuations in fuel costs and the ongoing war in Ukraine and the COVID-19 pandemic, on our business; the outcome of any legal proceedings or demand letters that may be instituted against or sent to the Company or its subsidiaries; the ability of the Company to grow and manage growth profitably and retain its key employees; the ability to complete targeted acquisitions and to realize the expected benefits from completed acquisitions; changes in applicable laws or regulations; the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; and other risks and uncertainties indicated from time to time in the Company’s filings with the Securities and Exchange Commission, including the risk factors in the Company's latest Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and Form 10-Q/A. The Company cautions that the foregoing list of factors is not exclusive. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.

Non-GAAP Financial Measures

This press release presents Adjusted EBITDA, Adjusted EBITDA margin, net debt and free cash flow, all of which are important financial measures for the Company, but are not financial measures defined by GAAP.

Adjusted EBITDA is a financial measure that is not calculated in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”). The Company believes that this non-GAAP financial measure provides useful information to management and investors regarding certain financial and business trends relating to the Company’s financial condition and results of operations. The Company’s management also uses this non-GAAP financial measure to compare the Company’s performance to that of prior periods for trend analyses, determining incentive compensation and for budgeting and planning purposes. Adjusted EBITDA is also used in quarterly and annual financial reports prepared for the Company’s board of directors. The Company believes that this non-GAAP measure provides an additional tool for investors to use in evaluating the Company’s ongoing operating results and in comparing the Company’s financial results with competitors who also present similar non-GAAP financial measures.

Adjusted EBITDA is defined as net income calculated in accordance with GAAP plus interest expense, income taxes, depreciation, amortization, transaction expenses, loss on debt extinguishment, stock-based compensation, other income, net, and other adjustments. Other adjustments includes the adjustment for warrant liabilities revaluation, non-recurring expenses and non-cash currency gains/losses. As of the first quarter of fiscal 2023, we have modified the method in which Adjusted EBITDA is calculated by no longer including an add-back for director costs and public company expenses. Adjusted EBITDA in the three and nine months ended July 31, 2022 is recast by $0.6 million and $1.9 million, respectively, for these expenses to reflect this change. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by total revenue for the period presented. See below for a reconciliation of Adjusted EBITDA to net income (loss) calculated in accordance with GAAP.

Net debt is calculated as all amounts outstanding under debt agreements (currently this includes the Company’s term loan and revolving line of credit balances, excluding any offsets for capitalized deferred financing costs) measured in accordance with GAAP less cash. Cash is subtracted from the GAAP measure because it could be used to reduce the Company’s debt obligations. A limitation associated with using net debt is that it subtracts cash and therefore may imply that there is less Company debt than the most comparable GAAP measure indicates. CPH believes this non-GAAP measure provides useful information to management and investors in order to monitor the Company’s leverage and evaluate the Company’s consolidated balance sheet. See “Non-GAAP Measures (Reconciliation of Net Debt)” below for a reconciliation of Net Debt to amounts outstanding under debt agreements calculated in accordance with GAAP.

Free cash flow is defined as Adjusted EBITDA less net replacement capital expenditures and cash paid for interest. This measure is not a substitute for cash flow from operations and does not represent the residual cash flow available for discretionary expenditures, since certain non-discretionary expenditures, such as debt servicing payments, are not deducted from the measure. CPH believes this non-GAAP measure provides useful information to management and investors in order to monitor and evaluate the cash flow yield of the business.

The leverage ratio is defined as the ratio of net debt to Adjusted EBITDA for the trailing four quarters. The Company believes its leverage ratio measures its ability to service its debt and its ability to make capital expenditures. Additionally, the leverage ratio is a standard measurement used by investors to gauge the creditworthiness of an institution.

The financial statement tables that accompany this press release include a reconciliation of Adjusted EBITDA and net debt to the applicable most comparable U.S. GAAP financial measure. However, the Company has not reconciled the forward-looking Adjusted EBITDA guidance range and free cash flow range included in this press release to the most directly comparable forward-looking GAAP measures because this cannot be done without unreasonable effort due to the lack of predictability regarding the various reconciling items such as provision for income taxes and depreciation and amortization.

Current and prospective investors should review the Company’s audited annual and unaudited interim financial statements, which are filed with the U.S. Securities and Exchange Commission, and not rely on any single financial measure to evaluate the Company’s business. Other companies may calculate Adjusted EBITDA, net debt and free cash flow differently and therefore these measures may not be directly comparable to similarly titled measures of other companies.

Contact:

Company:
Iain Humphries
Chief Financial Officer
1-303-289-7497
Investor Relations:
Gateway Group, Inc.
Cody Slach
1-949-574-3860
BBCP@gateway-grp.com


Concrete Pumping Holdings, Inc.
Consolidated Balance Sheets


  As of July 31,     As of October 31,  
(in thousands, except per share amounts) 2023     2022  
               
Current assets:              
Cash and cash equivalents $ 11,532     $ 7,482  
Trade receivables, net   67,201       62,882  
Inventory, net   6,672       5,532  
Income taxes receivable   -       485  
Prepaid expenses and other current assets   12,496       5,175  
Total current assets   97,901       81,556  
               
Property, plant and equipment, net   427,084       419,377  
Intangible assets, net   125,363       137,754  
Goodwill   222,998       220,245  
Right-of-use operating lease assets   25,487       24,833  
Other non-current assets   13,295       2,026  
Deferred financing costs   1,878       1,698  
Total assets $ 914,006     $ 887,489  
               
               
Current liabilities:              
Revolving loan $ 35,699     $ 52,133  
Operating lease obligations, current portion   4,649       4,001  
Finance lease obligations, current portion   114       109  
Accounts payable   7,247       8,362  
Accrued payroll and payroll expenses   15,190       13,341  
Accrued expenses and other current liabilities   36,254       32,156  
Income taxes payable   737       178  
Warrant liability, current portion   391       -  
Total current liabilities   100,281       110,280  
               
Long term debt, net of discount for deferred financing costs   371,520       370,476  
Operating lease obligations, non-current   21,177       20,984  
Finance lease obligations, non-current   82       169  
Deferred income taxes   79,360       74,223  
Other liabilities, non-current   12,836       -  
Warrant liability, non-current   -       7,030  
Total liabilities   585,256       583,162  
               
               
Zero-dividend convertible perpetual preferred stock, $0.0001 par value, 2,450,980 shares issued and outstanding as of July 31, 2023 and October 31, 2022   25,000       25,000  
               
Stockholders' equity              
Common stock, $0.0001 par value, 500,000,000 shares authorized, 54,806,913 and 56,226,191 issued and outstanding as of July 31, 2023 and October 31, 2022, respectively   6       6  
Additional paid-in capital   382,533       379,395  
Treasury stock   (14,288 )     (4,609 )
Accumulated other comprehensive loss   (663 )     (9,228 )
Accumulated deficit   (63,838 )     (86,237 )
Total stockholders' equity   303,750       279,327  
               
Total liabilities and stockholders' equity $ 914,006     $ 887,489  
               


Concrete Pumping Holdings, Inc.
Consolidated Statements of Operations


  Three Months Ended July 31,     Nine Months Ended July 31,  
(in thousands, except share and per share amounts) 2023     2022     2023     2022  
                               
Revenue $ 120,671     $ 104,469     $ 322,037     $ 286,398  
Cost of operations   71,187       62,535       192,625       171,400  
Gross profit   49,484       41,934       129,412       114,998  
Gross margin   41.0 %     40.1 %     40.2 %     40.2 %
                               
General and administrative expenses   29,937       27,847       87,236       83,156  
Income from operations   19,547       14,087       42,176       31,842  
                               
Interest expense, net   (7,066 )     (6,517 )     (21,285 )     (19,126 )
Change in fair value of warrant liabilities   911       7,420       6,639       9,894  
Other income, net   262       16       296       69  
Income before income taxes   13,654       15,006       27,826       22,679  
                               
Income tax expense   3,318       2,030       5,427       2,535  
Net income   10,336       12,976       22,399       20,144  
                               
Less preferred shares dividends   (441 )     (441 )     (1,309 )     (1,309 )
                               
Income available to common shareholders $ 9,895     $ 12,535     $ 21,090     $ 18,835  
                               
Weighted average common shares outstanding                              
Basic   53,198,637       54,012,404       53,377,157       53,859,874  
Diluted   54,104,738       57,286,563       54,262,940       54,772,441  
                               
Net income per common share                              
Basic $ 0.18     $ 0.22     $ 0.38     $ 0.33  
Diluted $ 0.18     $ 0.22     $ 0.38     $ 0.33  
                               


Concrete Pumping Holdings, Inc.
Consolidated Statements of Cash Flows


  For the Nine Months Ended July 31,  
(in thousands, except per share amounts) 2023     2022  
               
Net income $ 22,399     $ 20,144  
Adjustments to reconcile net income to net cash provided by operating activities:              
Non-cash operating lease expense   3,526       1,786  
Foreign currency adjustments   (1,421 )     -  
Depreciation   29,541       25,547  
Deferred income taxes   4,140       2,210  
Amortization of deferred financing costs   1,414       1,374  
Amortization of intangible assets   14,336       16,958  
Stock-based compensation expense   3,138       4,164  
Change in fair value of warrant liabilities   (6,639 )     (9,894 )
Net gain on the sale of property, plant and equipment   (1,472 )     (1,460 )
Provision for bad debt   (93 )     239  
Net changes in operating assets and liabilities:              
Trade receivables, net   (3,199 )     (11,024 )
Inventory   (970 )     (265 )
Prepaid expenses and other assets   (875 )     (1,239 )
Accounts payable   (2,050 )     (2,311 )
Accrued payroll, accrued expenses and other liabilities   4,457       7,498  
Net cash provided by operating activities   66,232       53,727  
               
Cash flows from investing activities:              
Purchases of property, plant and equipment   (43,166 )     (80,967 )
Proceeds from sale of property, plant and equipment   8,043       6,197  
Purchases of intangible assets   (800 )     (1,450 )
Net cash used in investing activities   (35,923 )     (76,220 )
               
Cash flows from financing activities:              
Proceeds on revolving loan   239,911       252,925  
Payments on revolving loan   (256,345 )     (236,856 )
Payment of debt issuance costs   (550 )     (290 )
Purchase of treasury stock   (9,679 )     (1,394 )
Other financing activities   (81 )     (31 )
Net cash provided by (used in) financing activities   (26,744 )     14,354  
Effect of foreign currency exchange rate changes on cash   485       1,286  
Net increase (decrease) in cash and cash equivalents   4,050       (6,853 )
Cash and cash equivalents:              
Beginning of period   7,482       9,298  
End of period $ 11,532     $ 2,445  
               


Concrete Pumping Holdings, Inc.
Segment Revenue


  Three Months Ended July 31,     Change  
(in thousands) 2023     2022     $     %  
U.S. Concrete Pumping   87,323     $ 77,352     $ 9,971       12.9 %
U.K. Operations   17,260       14,417       2,843       19.7 %
U.S. Concrete Waste Management Services   16,505       12,813       3,692       28.8 %
Corporate   625       625       -       0.0 %
Intersegment   (1,042 )     (738 )     (304 )     41.2 %
Total Revenue $ 120,671     $ 104,469     $ 16,202       15.5 %
                               


  Nine Months Ended July 31,     Change  
(in thousands) 2023     2022     $     %  
U.S. Concrete Pumping $ 232,896     $ 212,189     $ 20,707       9.8 %
U.K. Operations   45,207       39,980       5,227       13.1 %
U.S. Concrete Waste Management Services   44,445       34,551       9,894       28.6 %
Corporate   1,875       1,875       -       0.0 %
Intersegment   (2,386 )     (2,197 )     (189 )     8.6 %
Total Revenue $ 322,037     $ 286,398     $ 35,639       12.4 %
                               


Concrete Pumping Holdings, Inc.
Segment Adjusted EBITDA and Net Income


  Net Income     Adjusted EBITDA  
  Three Months Ended July 31,     Three Months Ended July 31,                  
(in thousands, except percentages) 2023     2022     2023     2022     $ Change     % Change  
U.S. Concrete Pumping $ 3,517     $ 2,812     $ 20,535     $ 19,776     $ 759       3.8 %
U.K. Operations   1,616       441       5,566       3,955       1,611       40.7 %
U.S. Concrete Waste Management Services   3,986       2,010       8,190       5,681       2,509       44.2 %
Corporate   1,217       7,713       625       625       -       0.0 %
Total $ 10,336     $ 12,976     $ 34,916     $ 30,037     $ 4,879       16.2 %
                                               


  Net Income     Adjusted EBITDA  
  Nine Months Ended July 31,     Nine Months Ended July 31,                  
(in thousands, except percentages) 2023     2022     2023     2022     $ Change     % Change  
U.S. Concrete Pumping $ 2,867     $ 3,772     $ 52,363     $ 52,285     $ 78       0.1 %
U.K. Operations   2,449       358       13,349       11,017       2,332       21.2 %
U.S. Concrete Waste Management Services   9,526       5,205       21,208       15,233       5,975       39.2 %
Corporate   7,557       10,809       1,875       1,875       -       0.0 %
Total $ 22,399     $ 20,144     $ 88,795     $ 80,410     $ 8,385       10.4 %
                                               


Concrete Pumping Holdings, Inc.
Quarterly Financial Performance


(dollars in millions) Revenue     Net Income     Adjusted EBITDA1     Capital Expenditures2     Adjusted EBITDA less Capital Expenditures     Earnings Per Diluted Share  
Q1 2022 $ 85     $ 1     $ 23     $ 35     $ (12 )   $ 0.01  
Q2 2022 $ 96     $ 6     $ 27     $ 22     $ 5     $ 0.10  
Q3 2022 $ 105     $ 13     $ 30     $ 19     $ 11     $ 0.22  
Q4 2022 $ 115     $ 9     $ 36     $ 48     $ (12 )   $ 0.14  
Q1 2023 $ 94     $ 6     $ 25     $ 15     $ 10     $ 0.11  
Q2 2023 $ 108     $ 6     $ 29     $ 16     $ 13     $ 0.09  
Q3 2023 $ 120     $ 10     $ 35     $ 5     $ 30     $ 0.18  

1 Adjusted EBITDA is a financial measure that is not calculated in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”). See “Non-GAAP Financial Measures” for a discussion of the definition of the measure and below for a reconciliation of the current period such measure to its most comparable GAAP measure.
2 Information on M&A or growth investments included in capital expenditures have been included for relevant quarters below:
*Q1 2022 capex includes approximately $19 million M&A and $2 million growth investment.
*Q2 2022 capex includes approximately $11 million M&A and $5 million growth investment.
*Q3 2022 capex includes approximately $7 million growth investment.
*Q4 2022 capex includes approximately $31 million M&A and $13 million growth investment.
*Q1 2023 capex includes approximately $3 million growth investment.
*Q2 2023 capex includes approximately $6 million M&A and $1 million growth investment.
*Q3 2023 capex includes approximately $1 million growth investment.

Concrete Pumping Holdings, Inc.
Reconciliation of Net Income to Reported EBITDA to Adjusted EBITDA


  Three Months Ended July 31,     Nine Months Ended July 31,  
(dollars in thousands) 2023     2022     2023     2022  
Consolidated                              
Net income $ 10,336     $ 12,976     $ 22,399     $ 20,144  
Interest expense, net   7,066       6,517       21,285       19,126  
Income tax expense   3,318       2,030       5,427       2,535  
Depreciation and amortization   14,707       14,190       43,877       42,505  
EBITDA   35,427       35,713       92,988       84,310  
Transaction expenses   5       20       32       59  
Stock based compensation   934       1,333       3,138       4,164  
Change in fair value of warrant liabilities   (911 )     (7,420 )     (6,639 )     (9,894 )
Other income, net   (262 )     (16 )     (296 )     (69 )
Other adjustments(1)   (277 )     407       (428 )     1,840  
Adjusted EBITDA $ 34,916     $ 30,037     $ 88,795     $ 80,410  
                               
U.S. Concrete Pumping                              
Net income $ 3,517     $ 2,812     $ 2,867     $ 3,772  
Interest expense, net   6,337       5,795       19,163       16,879  
Income tax expense   1,318       961       1,026       258  
Depreciation and amortization   10,498       9,927       31,464       29,615  
EBITDA   21,670       19,495       54,520       50,524  
Transaction expenses   5       20       32       59  
Stock based compensation   934       1,333       3,138       4,164  
Other income, net   (257 )     (6 )     (273 )     (43 )
Other adjustments(1)   (1,817 )     (1,066 )     (5,054 )     (2,419 )
Adjusted EBITDA $ 20,535     $ 19,776     $ 52,363     $ 52,285  
                               
U.K. Operations                              
Net income $ 1,616     $ 441     $ 2,449     $ 358  
Interest expense, net   729       722       2,122       2,247  
Income tax expense   545       153       831       122  
Depreciation and amortization   1,879       1,881       5,555       5,892  
EBITDA   4,769       3,197       10,957       8,619  
Other income, net   (6 )     (5 )     (23 )     (11 )
Other adjustments   803       763       2,415       2,409  
Adjusted EBITDA $ 5,566     $ 3,955     $ 13,349     $ 11,017  
                               

(1) Other adjustments include the adjustment for warrant liabilities revaluation, restructuring costs, non-recurring expenses and non-cash currency gains/losses. As of the first quarter of fiscal 2023, we have modified the method in which adjusted EBITDA is calculated by no longer including an add-back for director costs and public company expenses. Adjusted EBITDA in the three and nine months ended July 31, 2022 is recast by $0.6 million and $1.9 million, respectively, for these expenses to reflect this change.

  Three Months Ended July 31,     Nine Months Ended July 31,  
(dollars in thousands) 2023     2022     2023     2022  
U.S. Concrete Waste Management Services                              
Net income $ 3,986     $ 2,010     $ 9,526     $ 5,205  
Income tax expense   1,352       796       3,257       1,832  
Depreciation and amortization   2,114       2,170       6,214       6,361  
EBITDA   7,452       4,976       18,997       13,398  
Other income, net   1       (5 )     -       (15 )
Other adjustments   737       710       2,211       1,850  
Adjusted EBITDA $ 8,190     $ 5,681     $ 21,208     $ 15,233  
                               
Corporate                              
Net income $ 1,217     $ 7,713     $ 7,557     $ 10,809  
Income tax expense   103       120       313       323  
Depreciation and amortization   216       212       644       637  
EBITDA   1,536       8,045       8,514       11,769  
Change in fair value of warrant liabilities   (911 )     (7,420 )     (6,639 )     (9,894 )
Adjusted EBITDA $ 625     $ 625     $ 1,875     $ 1,875  


Concrete Pumping Holdings, Inc.
Reconciliation of Net Debt


  July 31,     October 31,     January 31,     April 30,     July 31,  
(in thousands) 2022     2022     2023     2023     2023  
Senior Notes   375,000       375,000       375,000       375,000       375,000  
Revolving loan draws outstanding   16,884       52,133       50,247       60,947       35,699  
Less: Cash   (2,445 )     (7,482 )     (4,049 )     (6,643 )     (11,532 )
Net debt $ 389,439     $ 419,650     $ 421,198     $ 429,304     $ 399,167  


Concrete Pumping Holdings, Inc.
Reconciliation of Historical Adjusted EBITDA


(dollars in thousands) Q1 2022     Q2 2022     Q3 2022     Q4 2022     Q1 2023     Q2 2023     Q3 2023  
Consolidated                                                      
Net income $ 1,183     $ 5,985     $ 12,976     $ 8,532     $ 6,475     $ 5,588     $ 10,336  
Interest expense, net   6,261       6,346       6,517       6,765       6,871       7,348       7,066  
Income tax expense (benefit)   (22 )     527       2,030       2,991       644       1,465       3,318  
Depreciation and amortization   14,080       14,236       14,190       14,957       14,449       14,721       14,707  
EBITDA   21,502       27,094       35,713       33,245       28,439       29,122       35,427  
Transaction expenses   21       20       20       259       3       24       5  
Stock based compensation   1,480       1,351       1,333       870       1,140       1,064       934  
Change in fair value of warrant liabilities   -       (2,474 )     (7,420 )     -       (4,556 )     (1,172 )     (911 )
Other income, net   (37 )     (13 )     (16 )     (19 )     (21 )     (13 )     (262 )
Other adjustments (1)   353       1,080       407       1,292       41       (192 )     (277 )
Adjusted EBITDA $ 23,319     $ 27,058     $ 30,037     $ 35,647     $ 25,046     $ 28,833     $ 34,916  

(1) See note above.


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Source: Concrete Pumping Holdings, Inc.