Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Oct. 31, 2019 | Apr. 30, 2019 | Jan. 10, 2019 | |
Document Information [Line Items] | |||
Entity Registrant Name | CONCRETE PUMPING HOLDINGS, INC. | ||
Entity Central Index Key | 0001703956 | ||
Trading Symbol | bbcp | ||
Current Fiscal Year End Date | --10-31 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Small Business | true | ||
Entity Common Stock, Shares Outstanding (in shares) | 58,259,482 | ||
Entity Public Float | $ 80,206,804 | ||
Entity Shell Company | false | ||
Document Type | 10-K | ||
Document Period End Date | Oct. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Oct. 31, 2019 | Oct. 31, 2018 |
ASSETS | ||
Cash and cash equivalents | $ 7,473,000 | $ 8,621,000 |
Trade receivables, net | 45,957,000 | 40,118,000 |
Inventory | 5,254,000 | 3,810,000 |
Income taxes receivable | 697,000 | |
Prepaid expenses and other current assets | 3,378,000 | 3,947,000 |
Total current assets | 62,759,000 | 56,496,000 |
Property, plant and equipment, net | 307,415,000 | 201,915,000 |
Intangible assets, net | 222,293,000 | 36,429,000 |
Goodwill | 276,088,000 | 74,656,000 |
Other non-current assets | 1,813,000 | |
Deferred financing costs | 997,000 | 648,000 |
Total assets | 871,365,000 | 370,144,000 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Revolving loan | 23,555,000 | 62,987,000 |
Term loans, current portion | 20,888,000 | |
Current portion of capital lease obligations | 91,000 | 85,000 |
Accounts payable | 7,408,000 | 5,192,000 |
Accrued payroll and payroll expenses | 9,177,000 | 6,705,000 |
Accrued expenses and other current liabilities | 28,106,000 | 18,830,000 |
Income taxes payable | 1,153,000 | 1,152,000 |
Deferred consideration | 1,708,000 | 1,458,000 |
Total current liabilities | 92,086,000 | 96,409,000 |
Long term debt, net of discount for deferred financing costs | 360,938,000 | 173,470,000 |
Capital lease obligations, less current portion | 477,000 | 568,000 |
Deferred income taxes | 69,049,000 | 39,005,000 |
Total liabilities | 522,550,000 | 309,452,000 |
Redeemable preferred stock, $0.001 par value, 2,342,264 shares issued and outstanding as of October 31, 2018 (liquidation preference of $11,239,060) | 14,672,000 | |
Zero-dividend convertible perpetual preferred stock, $0.0001 par value, 2,450,980 shares issued and outstanding as of October 31, 2019 | 25,000,000 | |
Stockholders' equity | ||
Common stock | 6,000 | 8,000 |
Additional paid-in capital | 350,489,000 | 18,724,000 |
Accumulated other comprehensive income (loss) | (599,000) | 584,000 |
(Accumulated deficit) retained earnings | (26,081,000) | 26,704,000 |
Total stockholders' equity | 323,815,000 | 46,020,000 |
Total liabilities and stockholders' equity | $ 871,365,000 | $ 370,144,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Oct. 31, 2019 | Oct. 31, 2018 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | |
Preferred stock, issued (in shares) | 2,450,980 | |
Preferred stock, outstanding (in shares) | 2,450,980 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.001 |
Common stock, authorized (in shares) | 500,000,000 | 15,000,000 |
Common stock, issued (in shares) | 58,253,220 | 7,576,289 |
Common stock, outstanding (in shares) | 58,253,220 | 7,576,289 |
Redeemable Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | |
Preferred stock, issued (in shares) | 2,342,264 | |
Preferred stock, outstanding (in shares) | 2,342,264 | |
Preferred stock, liquidation | $ 11,239,060 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Dec. 05, 2018 | Oct. 31, 2019 | Oct. 31, 2018 | |
Revenue | $ 24,396,000 | $ 258,565,000 | $ 243,223,000 |
Cost of operations | 14,027,000 | 143,512,000 | 136,876,000 |
Gross profit | 10,369,000 | 115,053,000 | 106,347,000 |
General and administrative expenses | 4,936,000 | 91,914,000 | 58,789,000 |
Business Combination, Acquisition Related Costs | 14,167,000 | 1,521,000 | 7,590,000 |
Income (loss) from operations | (8,734,000) | 21,618,000 | 39,968,000 |
Other income (expense): | |||
Interest expense, net | (1,644,000) | (34,880,000) | (21,425,000) |
Loss on extinguishment of debt | (16,395,000) | ||
Other income, net | 6,000 | 47,000 | 55,000 |
Total other income (expense) | (18,033,000) | (34,833,000) | (21,370,000) |
Income (loss) before income taxes | (26,767,000) | (13,215,000) | 18,598,000 |
Income tax expense (benefit) | (4,192,000) | (3,303,000) | (9,784,000) |
Net income (loss) | (22,575,000) | (9,912,000) | 28,382,000 |
Less: Preferred stock - cumulative dividends | (126,000) | (1,623,000) | (1,428,000) |
Less: Undistributed earnings allocated to participating securities | (6,365,000) | ||
Income (loss) available to common shareholders | $ (22,701,000) | $ (11,535,000) | $ 20,589,000 |
Weighted average common shares outstanding | |||
Basic (in shares) | 7,576,289 | 41,445,508 | 7,576,289 |
Diluted (in shares) | 7,576,289 | 41,445,508 | 8,325,890 |
Net income (loss) per common share | |||
Basic (in dollars per share) | $ (3) | $ (0.28) | $ 2.72 |
Diluted (in dollars per share) | $ (3) | $ (0.28) | $ 2.47 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Dec. 05, 2018 | Oct. 31, 2019 | Oct. 31, 2018 | |
Net income (loss) | $ (22,575,000) | $ (9,912,000) | $ 28,382,000 |
Other comprehensive income: | |||
Foreign currency translation adjustment | (674,000) | (599,000) | (1,797,000) |
Total comprehensive income (loss) | $ (23,249,000) | $ (10,511,000) | $ 26,585,000 |
Consolidated Statemenst of Chan
Consolidated Statemenst of Changes in Stockholders' Equity - USD ($) | Common Stock [Member]Common Class A [Member]Public Offering [Member] | Common Stock [Member]Common Class A [Member] | Common Stock [Member]Common Class B [Member]Public Offering [Member] | Common Stock [Member]Common Class B [Member] | Common Stock [Member] | Additional Paid-in Capital [Member]Public Offering [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member]Public Offering [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member]Public Offering [Member] | Retained Earnings [Member] | Common Class A [Member] | Public Offering [Member] | Total |
Balance at Oct. 31, 2017 | $ 8,000 | $ 18,443,000 | $ 2,381,000 | $ (1,678,000) | $ 19,154,000 | |||||||||
Stock-based compensation | 281,000 | 281,000 | ||||||||||||
Net income (loss) | 28,382,000 | 28,382,000 | ||||||||||||
Foreign currency translation adjustment | (1,797,000) | (1,797,000) | ||||||||||||
Balance at Oct. 31, 2018 | 8,000 | 18,724,000 | 584,000 | 26,704,000 | 46,020,000 | |||||||||
Stock-based compensation | 27,000 | 27,000 | ||||||||||||
Net income (loss) | (22,575,000) | (22,575,000) | ||||||||||||
Foreign currency translation adjustment | (674,000) | (674,000) | ||||||||||||
Balance at Dec. 05, 2018 | 8,000 | 18,751,000 | (90,000) | 4,129,000 | 22,798,000 | |||||||||
Redemption of Class A common stock | $ (231,400,000) | |||||||||||||
Balance at Dec. 06, 2018 | $ 0 | $ 1,000 | 12,433,000 | (7,434,000) | 5,000,000 | |||||||||
Balance at Dec. 05, 2018 | $ 8,000 | 18,751,000 | (90,000) | 4,129,000 | 22,798,000 | |||||||||
Net income (loss) | (9,912,000) | |||||||||||||
Balance at Oct. 31, 2019 | 6,000 | 350,489,000 | (599,000) | (26,081,000) | 323,815,000 | |||||||||
Balance at Dec. 06, 2018 | 0 | 1,000 | 12,433,000 | (7,434,000) | 5,000,000 | |||||||||
Stock-based compensation | 3,619,000 | 3,619,000 | ||||||||||||
Net income (loss) | (9,912,000) | (9,912,000) | ||||||||||||
Foreign currency translation adjustment | (599,000) | (599,000) | ||||||||||||
Redemption of Class A common stock | 0 | (12,433,000) | (3,577,000) | (16,010,000) | ||||||||||
Issuance of Class A common stock | $ 2,000 | 1,000 | $ 77,385,000 | 96,900,000 | $ 77,387,000 | 96,901,000 | ||||||||
Rollover of Class A common stock as a result of the Business Combination | 1,000 | 164,908,000 | 164,909,000 | |||||||||||
Conversion of Class B common stock | 1,000 | (1,000) | ||||||||||||
Shares issued to acquire business | 1,150,000 | 1,150,000 | ||||||||||||
Shares issued upon exercise of stock options and warrants | 1,370,000 | 1,370,000 | ||||||||||||
Shares issued upon awards of restricted stock | 1,000 | (1,000) | ||||||||||||
Issuance of shares in exchange for warrants | 5,158,000 | (5,158,000) | ||||||||||||
Balance at Oct. 31, 2019 | $ 6,000 | $ 350,489,000 | $ (599,000) | $ (26,081,000) | $ 323,815,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Dec. 05, 2018 | Oct. 31, 2019 | Oct. 31, 2018 | |
Net income (loss) | $ (22,575,000) | $ (9,912,000) | $ 28,382,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation | 2,060,000 | 20,279,000 | 17,719,000 |
Deferred income taxes | (4,355,000) | (2,446,000) | (11,106,000) |
Amortization of deferred financing costs | 152,000 | 3,664,000 | 1,690,000 |
Write off deferred debt issuance costs | 3,390,000 | ||
Amortization of debt premium | (11,000) | (60,000) | |
Amortization of intangible assets | 653,000 | 32,366,000 | 7,904,000 |
Stock-based compensation expense | 27,000 | 3,619,000 | 281,000 |
Prepayment penalty on early extinguishment of debt | 13,004,000 | ||
Gains, net of losses, on the sale of property, plant and equipment | (166,000) | (611,000) | (2,623,000) |
Accretion of contingent consideration | 207,000 | 527,000 | |
Net changes in operating assets and liabilities (net of acquisitions): | |||
Trade receivables, net | 485,000 | (5,861,000) | (7,469,000) |
Inventory | (294,000) | (466,000) | (707,000) |
Prepaid expenses and other current assets | (1,283,000) | (1,001,000) | (1,408,000) |
Income taxes payable, net | 203,000 | (1,428,000) | (381,000) |
Accounts payable | (654,000) | (7,303,000) | (1,832,000) |
Accrued payroll, accrued expenses and other current liabilities | 17,280,000 | (8,330,000) | 8,702,000 |
Net cash provided by operating activities | 7,916,000 | 22,777,000 | 39,619,000 |
Cash flows from investing activities: | |||
Purchases of property, plant and equipment | (503,000) | (35,736,000) | (31,738,000) |
Proceeds from sale of property, plant and equipment | 364,000 | 3,073,000 | 3,239,000 |
Cash withdrawn from Industrea Trust Account | 238,474,000 | ||
Net cash (used in) investing activities | (139,000) | (375,100,000) | (49,499,000) |
Cash flows from financing activities: | |||
Premium proceeds on long term debt | 600,000 | ||
Proceeds on long term debt | 417,000,000 | 15,000,000 | |
Payments on long term debt | (14,906,000) | ||
Proceeds on revolving loan | 4,693,000 | 222,213,000 | 237,195,000 |
Payments on revolving loan | (20,056,000) | (198,863,000) | (239,588,000) |
Payment of debt issuance costs | (24,929,000) | ||
Redemption of common shares | (231,415,000) | ||
Payments on capital lease obligations | (7,000) | (78,000) | (194,000) |
Issuance of preferred shares | 25,000,000 | ||
Payment of underwriting fees | (8,050,000) | ||
Proceeds on exercise of rollover incentive options | 1,370,000 | ||
Net cash provided by (used in) financing activities | (15,370,000) | 361,629,000 | 13,013,000 |
Effect of foreign currency exchange rate on cash | (70,000) | (1,837,000) | (1,437,000) |
Net increase (decrease) in cash | (7,663,000) | 7,469,000 | 1,696,000 |
Beginning of period | 8,621,000 | 4,000 | 6,925,000 |
End of period | 4,000 | 7,473,000 | 8,621,000 |
Supplemental cash flow information: | |||
Cash paid for interest | 201,000 | 29,472,000 | 22,168,000 |
Cash paid for income taxes | 1,984,000 | 1,073,000 | |
Non-cash investing and financing activities: | |||
Fair value of rollover equity for Business Combination | 164,909,000 | ||
Equipment purchases included in accrued expenses and accounts payable | 16,417,000 | 355,000 | |
Shares issued to acquire a business | 1,150,000 | ||
Holdbacks related to the acquisition of a business | 181,000 | ||
CPH Acquisition [Member] | |||
Cash flows from investing activities: | |||
Acquisition of net assets, net of cash acquired | (449,436,000) | ||
Capital Pumping [Member] | |||
Cash flows from investing activities: | |||
Acquisition of net assets, net of cash acquired | (129,218,000) | ||
Other Business Combinations [Member] | |||
Cash flows from investing activities: | |||
Acquisition of net assets, net of cash acquired | (2,257,000) | (21,000,000) | |
December 2018 Issuance [Member] | |||
Cash flows from financing activities: | |||
Issuance of common shares | 96,900,000 | ||
May 2019 Issuance [Member] | |||
Cash flows from financing activities: | |||
Issuance of common shares | $ 77,387,000 |
Note 1 - Organization and Descr
Note 1 - Organization and Description of Business | 12 Months Ended |
Oct. 31, 2019 | |
Notes to Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. Organization Concrete Pumping Holdings, Inc. (the “Company” or “Successor”) is a Delaware corporation headquartered in Denver, Colorado. The Consolidated Financial Statements include the accounts of Concrete Pumping Holdings, Inc. and its wholly owned subsidiaries including Brundage-Bone Concrete Pumping, Inc. (“Brundage-Bone”), Capital Pumping (“Capital”), Camfaud Group Limited (“Camfaud”), and Eco-Pan, Inc. (“Eco-Pan”). On December 6, 2018 ( 4 Nature of business Brundage-Bone and Capital are concrete pumping service providers in the United States ("U.S.") and Camfaud is a concrete pumping service provider in the United Kingdom (“U.K.”). Their core business is the provision of concrete pumping services to general contractors and concrete finishing companies in the commercial, infrastructure and residential sectors. Most often equipment returns to a “home base” nightly and neither company contracts to purchase, mix, or deliver concrete. Brundage-Bone and Capital collectively have approximately 90 22 29 Eco-Pan provides industrial cleanup and containment services, primarily to customers in the construction industry. Eco-Pan uses containment pans specifically designed to hold waste products from concrete and other industrial cleanup operations. Eco-Pan has 16 Seasonality The Company’s sales are historically seasonal, with lower revenue in the first fourth |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 12 Months Ended |
Oct. 31, 2019 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | Note 2. Basis of presentation The accompanying Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). The enclosed statements reflect all normal and recurring adjustments which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows of the Company at October 31, 2019 As a result of the Business Combination, the Company is the acquirer for accounting purposes and CPH is the acquiree and accounting predecessor. The Company’s financial statement presentation distinguishes the Company’s financial performance into two The Business Combination was accounted for as a business combination using the acquisition method of accounting, and the Successor financial statements reflect a new basis of accounting that is based on the fair value of the net assets acquired. Determining the fair value of certain assets and liabilities assumed is judgmental in nature and often involves the use of significant estimates and assumptions. See Note 4 As a result of the application of the acquisition method of accounting as of the Closing Date of the Business Combination, the accompanying Consolidated Financial Statements include a black line division which indicates that the Predecessor and Successor reporting entities shown are presented on a different basis and are therefore, not The historical financial information of Industrea prior to the Business Combination (a special purpose acquisition company, or “SPAC”) has not not no December 6, 2018 Principles of consolidation The Successor Consolidated Financial Statements include all amounts of the Company and its subsidiaries. The Predecessor Consolidated Financial Statements include all amounts of CPH and its subsidiaries. All intercompany balances and transactions have been eliminated. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include accrued sales and use taxes, the liability for incurred but unreported claims under various partially self-insured polices, allowance for doubtful accounts, goodwill impairment analysis, valuation of share-based compensation and accounting for business combinations. Actual results may may Trade receivables Trade receivables are carried at the original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts. Generally, the Company does not may 30 not Management determines the allowance for doubtful accounts by identifying troubled accounts and by using historical experience applied to an aging of accounts. The allowance for doubtful accounts was $0.6 $0.7 October 31, 2019, 2018, Inventory Inventory consists primarily of replacement parts for concrete pumping equipment. Inventories are stated at the lower of cost ( first first no October 31, 2019 2018. Fair Value Measurements The FASB’s standard on fair value measurements establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. This standard establishes three may Level 1 Level 2 1 Level 3 Deferred financing costs Deferred financing costs representing third Debt issuance costs, including any original issue discounts, related to term loans are reflected as a direct deduction from the carrying amount of the long-term debt liability that is included in long term debt, net of discount for deferred financing costs in the accompanying consolidated balance sheet. Debt issuance costs related to revolving credit facilities are capitalized and reflected in deferred financing in the accompanying consolidated balance sheet. Goodwill In accordance with ASC Topic 350, 350” may not two first no not second not As a result of the stock price of the Company declining substantially during the fiscal 2019 third one . July 31, 2019 no Due to the interim quantitative test performed as of July 31, 2019, August 31, 2019 not no three October 31, 2019 no 8. Property, plant and equipment Property, plant and equipment are recorded at cost. Expenditures for additions and betterments are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred; however, maintenance and repairs that improve or extend the life of existing assets are capitalized. The carrying amount of assets disposed of and the related accumulated depreciation are eliminated from the accounts in the year of disposal. Gains or losses from property and equipment disposals are recognized in the year of disposal. Property, plant and equipment is depreciated using the straight-line method over the following estimated useful lives: Buildings and improvements 15 to 40 years Capital lease assets—buildings 40 years Furniture and office equipment 2 to 7 years Machinery and equipment 3 to 25 years Transportation equipment 3 to 7 years Capital lease assets are being amortized over the estimated useful life of the asset (see Note 13 Intangible Assets Intangible assets are recorded at cost or their estimated fair value (when acquired through a business combination) less accumulated amortization (if finite-lived). Intangible assets with finite lives, except for customer relationships, are amortized on a straight-line basis over their estimated useful lives. Customer relationships are amortized on an accelerated basis over their estimated useful lives. Intangible assets with indefinite lives are not Impairment of long-lived assets ASC 360, Property, Plant and Equipment 360 No October 31, 2019. Revenue recognition The Company generates revenues primarily from concrete pumping services in both the U.S. and U.K. Additionally, revenues are generated from the Company’s waste management business which consists of service fees charged to customers for the delivery of our pans and containers and the disposal of the concrete waste material. The Company recognizes revenue from these businesses when all of the following criteria are met: (a) persuasive evidence of an arrangement exists, (b) the service has been performed or delivery has occurred, (c) the price is fixed or determinable, and (d) collectability is reasonably assured. The Company’s delivery terms for replacement part sales are FOB shipping point. The Company imposes and collects sales taxes concurrent with our revenue-producing transactions with customers and remits those taxes to the various governmental authorities as prescribed by the taxing jurisdictions in which we operate. We present such taxes in our consolidated statements of income on a net basis. Stock-based compensation The Company follows ASC 718, Compensation—Stock Compensation (ASC 718 No. 2016 09, Compensation—Stock Compensation (ASC 718 Earnings per share The Company calculates earnings per share in accordance with ASC 260, Earnings per Share two two two 1 2 Basic earnings (loss) per common share is calculated by dividing net income (loss) attributable to common shareholders by the weighted average number of shares of Common Stock outstanding each period. Diluted earnings (loss) per common share is based on the weighted average number of shares outstanding during the period plus the common stock equivalents which would arise from the exercise of stock options outstanding using the treasury stock method and the average market price per share during the period. Common stock equivalents are not An anti-dilutive impact is an increase in earnings per share or a reduction in net loss per share resulting from the conversion, exercise, or contingent issuance of certain securities. F oreign currency translation The functional currency of Camfaud is the Great British Pound (GBP). The assets and liabilities of the foreign subsidiaries are translated into U.S. Dollars using the year-end exchange rates, and the consolidated statements of income are translated at the average rate for the year. The resulting translation adjustments are recorded as a component of comprehensive income on the consolidated statements of comprehensive income and accumulated in other comprehensive income. The functional currency of our other subsidiaries is the United States Dollar. Income taxes The Company complies with ASC 740, Income Taxes The Company computes deferred income tax assets and liabilities annually for differences between the financial statements and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not not not Camfaud files income tax returns in the U.K. Camfaud’s national statutes are generally open for one Business combinations The Company applies the principles provided in ASC 805, Business Combinations 805. Concentrations As of October 31, 2019, October 31, 2018, two Cash balances held at financial institutions may, The Company’s customer base is dispersed across the U.S. and U.K. The Company performs ongoing evaluations of its customers’ financial condition and requires no no 10 |
Note 3 - New Accounting Pronoun
Note 3 - New Accounting Pronouncements | 12 Months Ended |
Oct. 31, 2019 | |
Notes to Financial Statements | |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | Note 3. We have opted to take advantage of the extended transition period available to emerging growth companies pursuant to the Jumpstart Our Business Startups Act of 2012 Newly adopted accounting pronouncements In August 2016, No. 2016 15, Statement of Cash Flows (Topic 230 first 2019. not Recently issued accounting pronouncements not In May 2014, No. 2014 09, Revenue from Contracts with Customers (ASC 606 2014 09” Under ASU 2014 09 2014 09 December 15, 2018 December 15, 2019 October 31, 2020. In January 2017, No. 2017 01, Business Combinations (ASC 805 2017 01” 2017 01 not December 15, 2018, December 15, 2019. first October 31, 2020. In February 2016, 2016 02, 2016 02” 842, Leases 842” 840, Leases 842 842 July 2018, 2018 11, Leases ASC 8 42: Targeted Improvements The new standard is effective for emerging growth companies for fiscal years beginning after December 15, 2020, December 15, 2021. October 31, 2022. In June 2016, No. 2016 13, Financial Instruments—Credit Losses (Topic 326 December 15, 2022, October 31, 2023. |
Note 4 - Business Combinations
Note 4 - Business Combinations | 12 Months Ended |
Oct. 31, 2019 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | Note 4. May 2019 On May 15, 2019, $129.2 805. The following table represents the preliminary allocation of consideration to the assets acquired and liabilities assumed at their estimated acquisition-date fair values with any measurement-period adjustments included: Consideration paid: $ 129,218 Net assets acquired: Current assets $ 748 Intangible assets 45,500 Property and equipment 56,467 Liabilities assumed (63 ) Total net assets acquired 102,652 Goodwill $ 26,566 Identifiable intangible assets acquired consist of customer relationships of $40.0 $39.5 $5.5 15 December 2018 On December 6, 2018, 805. The following table represents the final allocation of consideration to the assets acquired and liabilities assumed at their estimated acquisition-date fair values with any measurement-period adjustments included (see paragraph below for any measurement-period adjustments included): Consideration paid: Cash $ 445,386 Fair value of rollover equity 164,908 Net working capital adjustment 4,050 Total consideration paid $ 614,344 Net assets acquired: Current assets $ 49,112 Intangible assets 208,063 Property and equipment 219,467 Liabilities assumed (110,245 ) Total net assets acquired 366,397 Goodwill $ 247,947 Note: Cash in table above is net of $1.0 Identifiable intangible assets acquired consist of customer relationships of $152.7 $55.4 15 10 During the successor period from December 6, 2018 October 31, 2019, $3.4 not CPH incurred transaction costs of $14.2 $16.4 Additional costs consisting of stock option and other compensation related expenses were recorded in connection with the Business Combination. These costs were solely contingent upon the completion of the business combination and did not not not not In conjunction with the Business Combination, there were $15.6 $0.6 not April 2018 In April 2018, This acquisition qualified as a business combination under ASC 805. The following table represents the total consideration transferred and its allocation to the assets acquired and liabilities assumed at their acquisition-date fair values: Consideration paid: $ 21,000 Net assets acquired: Inventory $ 140 Property, plant and equipment 16,163 Intangible assets 2,810 Total net assets acquired 19,113 Goodwill $ 1,887 Acquisition-related expenses incurred by the Predecessor amounted to $1.1 nine July 31, 2018 ( Unaudited Pro Forma Financial Information The following unaudited pro forma financial information presents the combined results of operations for the Company and gives effect to the CPH and Capital business combinations discussed above as if they had occurred on November 1, 2017 November 1, 2016. not November 1, 2017 November 1, 2016, not The unaudited pro forma financial information is as follows: (in thousands) Year Ended October 31, 2019 Year Ended October 31, 2018 Revenue $ 24,396 $ 243,223 Pro forma revenue adjustments by Business Combination O'Brien - 6,990 Capital 26,829 49,530 CPH 258,565 - Total pro forma revenue $ 309,790 $ 299,743 Year Ended October 31, 2019 Year Ended October 31, 2018 Net (loss) income $ (22,575 ) $ 28,382 Pro forma net income adjustments by Business Combination O'Brien - (1,013 ) Capital 2,868 4,480 CPH (9,912 ) - Total pro forma net (loss) income $ (29,619 ) $ 31,849 Capital's contribution to the Company's fiscal 2019 $25.2 2019 2018 $15.0 $7.6 |
Note 5 - Fair Value Measurement
Note 5 - Fair Value Measurement | 12 Months Ended |
Oct. 31, 2019 | |
Notes to Financial Statements | |
Fair Value Measurement and Measurement Inputs, Recurring and Nonrecurring [Text Block] | Note 5. The carrying amounts of the Company's cash and cash equivalents, accounts receivable, accounts payable and current accrued liabilities approximate their fair value as recorded due to the short-term maturity of these instruments, which approximates fair value. The Company’s outstanding obligations on its ABL credit facility are deemed to be at fair value as the interest rates on these debt obligations are variable and consistent with prevailing rates. The Company believes the carrying values of its capital lease obligations represent fair value. The Company's long-term debt instruments are recorded at their carrying values in the consolidated balance sheet, which may 2 October 31, 2019 October 31, 2018 Successor Predecessor October 31, October 31, 2019 2018 (in thousands) Carrying Value Fair Value Carrying Value Fair Value Senior secured notes $ - $ - $ 167,553 $ 178,025 Seller notes - - 8,292 8,292 Term loans 402,094 394,052 - - Capital lease obligations 568 568 653 653 In connection with the acquisition of Camfaud in November 2016, $3.1 805, 3 not 3 The 3 October 31, 2019 2020 first October 31, 2019 no 3 The table below represents a reconciliation of the change in the fair value measurement of the contingent earn-out liability at October 31, 2019 October 31, 2018 Successor Predecessor (in thousands) December 6, 2018 through October 31, 2019 November 1, 2018 through December 5, 2018 Year Ended October 31, 2018 Beginning balance $ 1,475 $ 1,458 $ 969 Change in fair value of contingent earnout liability included in operating expenses 207 - 527 Change in fair value due to foreign currency 26 17 (38 ) Ending balance $ 1,708 $ 1,475 $ 1,458 The Company's non-financial assets, which primarily consist of property and equipment, goodwill and other intangible assets, are not may not |
Note 6 - Prepaid Expenses and O
Note 6 - Prepaid Expenses and Other Current Assets | 12 Months Ended |
Oct. 31, 2019 | |
Notes to Financial Statements | |
Other Current Assets [Text Block] | Note 6. The significant components of prepaid expenses and other current assets at October 31, 2019 October 31, 2018 Successor Predecessor October 31, October 31, (in thousands) 2019 2018 Prepaid insurance $ 1,416 $ 348 Prepaid licenses and deposits 528 236 Prepaid rent 485 326 Prepaid sponsor fees - 667 Other prepaids 949 2,370 Total prepaid expenses and other current assets $ 3,378 $ 3,947 |
Note 7 - Property, Plant and Eq
Note 7 - Property, Plant and Equipment | 12 Months Ended |
Oct. 31, 2019 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | Note 7. The significant components of property, plant and equipment at October 31, 2019 October 31, 2018 Successor Predecessor October 31, October 31, (in thousands) 2019 2018 Land, building and improvements $ 26,085 $ 22,244 Capital leases—land and buildings 828 909 Machinery and equipment 295,741 237,094 Transportation equipment 2,223 3,297 Furniture and office equipment 1,209 1,486 326,086 265,030 Less accumulated depreciation (18,671 ) (63,115 ) Property, plant and equipment, net $ 307,415 $ 201,915 Depreciation expense for the Successor period from December 6, 2018 October 31, 2019 $20.3 November 1, 2018 December 5, 2018 twelve October 31, 2018 $2.1 $17.7 October 31, 2019 October 31, 2018. |
Note 8 - Goodwill and Intangibl
Note 8 - Goodwill and Intangible Assets | 12 Months Ended |
Oct. 31, 2019 | |
Notes to Financial Statements | |
Goodwill and Intangible Assets Disclosure [Text Block] | Note 8. The Company recognized goodwill and certain intangible assets in connection with business combinations (see Note 4 October 31, 2019 October 31, 2018 Successor Predecessor October 31, October 31, 2019 2018 Gross Foreign Currency Net Gross Net Carrying Accumulated Translation Carrying Carrying Accumulated Carrying (in thousands) Value Amortization Adjustment Amount Value Amortization Amount Customer relationship $ 193,594 $ (31,861 ) $ (62 ) $ 161,671 $ 47,641 $ (23,093 ) $ 24,548 Trade name 5,434 (483 ) (7 ) 4,944 15,412 (3,540 ) 11,872 Trade name (indefinite life) 55,500 - - 55,500 - - - Noncompete agreements 200 (22 ) - 178 495 (486 ) 9 Total intangibles $ 254,728 $ (32,366 ) $ (69 ) $ 222,293 $ 63,548 $ (27,119 ) $ 36,429 Amortization expense for the Successor period from December 6, 2018 October 31, 2019 $32.4 November 1, 2018 December 5, 2018 twelve October 31, 2018 $0.7 $7.9 five October 31 (in thousands) 2020 $ 33,384 2021 26,845 2022 21,600 2023 17,169 2024 13,788 Thereafter 54,007 Total $ 166,793 The changes in the carrying value of goodwill by reportable segment for the quarter ended October 31, 2019 (in thousands) U.S. Concrete Pumping U.K. Concrete Pumping Eco-Pan Corporate Total Balance at October 31, 2017 (Predecessor) $ 47,487 $ 19,108 $ 6,914 $ - $ 73,509 Acquired goodwill 1,887 - - - 1,887 Foreign currency translation - (740 ) - - (740 ) Balance at October 31, 2018 (Predecessor) $ 49,374 $ 18,368 $ 6,914 $ - $ 74,656 Foreign currency translation - (12 ) - - (12 ) Balance at December 5, 2018 (Predecessor) $ 49,374 $ 18,356 $ 6,914 $ - $ 74,644 Balance at December 6, 2018 (Successor) $ - $ - $ - $ - $ - Acquired goodwill 185,782 40,554 49,133 - 275,469 Foreign currency translation - 619 - - 619 Balance at October 31, 2019 (Successor) $ 185,782 $ 41,173 $ 49,133 $ - $ 276,088 As discussed in Note 4 $3.4 not The Company assesses potential impairment of our goodwill at least annually, generally as of August 31 st 2019 third one July 31, 2019. no July 31, 2019 4%, 3% 4%, Due to the quantitative test performed as of July 31, 2019, August 31, 2019 not October 31, 2019 no |
Note 9 - Long-term Debt and Rev
Note 9 - Long-term Debt and Revolving Lines of Credit | 12 Months Ended |
Oct. 31, 2019 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | Note 9. Successor As part of the Business Combination, the Predecessor’s Revolver, U.K. Revolver, Senior secured notes, and Seller notes (see Predecessor section below for a discussion of these agreements) were all extinguished and the Company entered into (i) a term loan agreement, dated December 6, 2018, December 6, 2018, $60.0 May 2019. Term Loan Agreement Summarized terms of the Term Loan Agreement are as follows: ● Provides for an original aggregate principal amount of $357.0 May 2019 $60.0 ● The initial term loans advanced will mature and be due and payable in full seven 5.00% ● Borrowings under the Term Loan Agreement, will bear interest at either ( 1 2 6.00% 5.00%, ● The Term Loan Agreement is secured by (i) a first not second ● The Term Loan Agreement includes certain non-financial covenants. The outstanding balance under the Term Loan Agreement as of October 31, 2019 $402.1 Future maturities of the term loans for fiscal years ending October 31 (in thousands) 2020 $ 20,888 2021 20,888 2022 20,888 2023 20,888 2024 20,888 Thereafter 297,654 Total $ 402,094 ABL Credit Agreement Summarized terms of the ABL Credit Agreement are as follows: ● Borrowing availability in U.S. Dollars and GBP up to a maximum of $60.0 ● Borrowing capacity available for standby letters of credit of up to $7.5 $7.5 ● All loans advanced will mature and be due and payable in full five ● Amounts borrowed may ● Borrowings in U.S. Dollars and GBP under the ABL Credit Agreement bear interest at either ( 1 2 2.25% 1.25%, two 0.25% 0.50% ● U.S. ABL Credit Agreement obligations are secured by (i) a perfected first second ● U.K. ABL Credit Agreement obligations are secured by (i) a perfected first first second ● The ABL Credit Agreement also includes (i) a springing financial covenant (fixed charges coverage ratio) based on excess availability levels that the Company must comply with on a quarterly basis during required compliance periods and (ii) certain non-financial covenants. The outstanding balance under the ABL Credit Agreement as of October 31, 2019 $23.6 Predecessor Revolving line of credit The Predecessor had a revolving loan agreement (the "Revolver"). Summarized terms of the Revolver were as follows: ● Maximum borrowing capacity of $65.0 September 8, 2022; ● Borrowings bear interest at the LIBOR rate plus an applicable margin that resets quarterly and is (a) 2.00%, 2.25% 2.50% 66.67%, 66.67% 33.33% 33.33%, ● Interest is due monthly and the outstanding principal balance was due upon maturity; ● On October 2, 2017, $35.0 3 ● Required Predecessor to maintain a maximum ratio of total fixed charges. As of October 31, 2018, $48.7 U.K. Revolver The Predecessor had a revolving loan agreement (the “U.K. Revolver”) associated with the acquisition of Camfaud in November 2016. $28.0 2.00%. As of October 31, 2018, $14.3 Senior secured notes In August 2014, $140.0 144A November 2016, $40.0 Summarized terms of the Senior Notes were as follows: ● Maturity date on September 1, 2021. ● Interest rate of 10.375% March 1 September 1 March 1, 2015 ● The Senior Notes were secured by substantially all of the assets of the Company and contain various non-financial covenants. Over the period of January 2016 September 2017, $26.0 In September 2017, September 1, 2023. In conjunction with the acquisition of the O’Brien Companies (See Note 4 April 2018, $15.0 104 $15.6 $0.6 The outstanding balance of the original Senior Notes outstanding as of October 31, 2018 nil. October 31, 2018 $167.6 Seller notes In connection with the acquisitions of the Camfaud and Reilly in November 2016 July 2017, $6.2 $1.9 5.0% 1 6 2 42 May 2020) 3 5.0% three July 2020). In connection with the Business Combination, the Company repaid its existing credit facilities and the Seller Notes $16.4 December 5, 2018. The table below is a summary of the composition of the Company’s long-term debt balances at October 31, 2019 October 31, 2018 Successor Predecessor October 31, October 31, (in thousands) 2019 2018 Short term portion of term loan $ 20,888 $ - Long term portion of term loan 381,206 - Senior secured notes - 167,553 Seller notes - 8,292 402,094 175,845 Plus unamortized premium on debt - 540 Less unamortized deferred financing costs (20,268 ) (2,915 ) Total debt $ 381,826 $ 173,470 |
Note 10 - Accrued Payroll and P
Note 10 - Accrued Payroll and Payroll Expenses | 12 Months Ended |
Oct. 31, 2019 | |
Notes to Financial Statements | |
Accrued Payroll and Payroll Expenses [Text Block] | Note 10. The following table summarizes accrued payroll and expenses at October 31, 2019 October 31, 2018 Successor Predecessor October 31, October 31, (in thousands) 2019 2018 Accrued vacation $ 4,638 $ 3,482 Accrued bonus 3,177 1,766 Other accrued 1,362 1,457 Total accrued payroll and payroll expenses $ 9,177 $ 6,705 |
Note 11 - Accrued Expenses and
Note 11 - Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Oct. 31, 2019 | |
Notes to Financial Statements | |
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block] | Note 11. The following table summarizes accrued expenses and other current liabilities at October 31, 2019 October 31, 2018 Successor Predecessor October 31, October 31, (in thousands) 2019 2018 Accrued insurance $ 6,105 $ 4,743 Accrued interest 3,049 3,092 Accrued equipment purchases 15,343 - Accrued sales and use tax 311 4,145 Accrued property taxes 915 865 Accrued professional fees 1,729 3,579 Other 654 2,406 Total accrued expenses and other liabilities $ 28,106 $ 18,830 |
Note 12 - Income Taxes
Note 12 - Income Taxes | 12 Months Ended |
Oct. 31, 2019 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | Note 12. In December 2017, “2017 2017 ● Lowering the U.S. corporate tax rate from 35% 21% January 1, 2018. 740, Income Taxes 2017 2017 ● Provides for a 100 10 ● Creates a requirement that certain income earned by controlled foreign corporations (“CFCs”) must be included currently in the gross income of the CFC's U.S. shareholder; and ● The Global Intangible Low Tax Income (“GILTI”) provisions are effective for tax years beginning on or after January 1, 2018. 740, No. 5, 740 not may 1 2 not The sources of income before income taxes for the Successor period from December 6, 2018 October 31, 2019, November 1, 2018 December 5, 2018, October 31, 2018 Successor Predecessor (in thousands) December 6, 2018 through October 31, 2019 November 1, 2018 through December 5, 2018 Year Ended October 31, 2018 United States $ (14,875 ) $ (26,975 ) $ 15,077 Foreign 1,660 207 3,521 Total $ (13,215 ) $ (26,768 ) $ 18,598 The components of the provision for income taxes for the Successor period from December 6, 2018 October 31, 2019, November 1, 2018 December 5, 2018, October 31, 2018 Successor Predecessor (in thousands) December 6, 2018 through October 31, 2019 November 1, 2018 through December 5, 2018 Year Ended October 31, 2018 Current tax provision: Federal $ - $ - $ (366 ) Foreign 1,108 134 1,232 State and local 409 31 456 Total current tax provision 1,517 165 1,322 Deferred tax provision (benefit): Federal (3,317 ) (3,474 ) (10,649 ) Foreign (571 ) (86 ) (730 ) State and local (932 ) (797 ) 273 Total deferred tax (benefit) provision (4,820 ) (4,357 ) (11,106 ) Net provision (benefit) for income taxes $ (3,303 ) $ (4,192 ) $ (9,784 ) For the Successor period from December 6, 2018 October 31, 2019, November 1, 2018 December 5, 2018, October 31, 2018 Successor Predecessor (in thousands) December 6, 2018 through October 31, 2019 November 1, 2018 through December 5, 2018 Year Ended October 31, 2018 Income tax provision per federal statutory rate of 21%, 21% and 23% $ (2,777 ) $ (5,622 ) $ 4,310 State income taxes, net of federal deduction (468 ) (635 ) 560 Foreign rate differential (48 ) (6 ) (179 ) Meals and entertainment 187 24 220 Transaction costs 18 1,414 44 Change in deferred tax rate (95 ) 30 - Stock-based compensation - 6 65 Contingent consideration fair value adjustment - - 122 Equity contribution 127 - - Nontaxable interest income net of foreign income inclusions (257 ) (62 ) 40 Deferred tax on undistributed foreign earnings 236 68 (142 ) Impact of tax reform - - (14,645 ) Deferred finance costs - 586 - Fuel tax credit 103 - - Return to prior year provision (323 ) - (173 ) Other (6 ) 5 (6 ) Income tax provision $ (3,303 ) $ (4,192 ) $ (9,784 ) The tax effects of the temporary differences giving rise to the Company’s net deferred tax liabilities for the Successor at October 31, 2019 October 31, 2018, Successor Predecessor (in thousands) Year Ended October 31, 2019 Year Ended October 31, 2018 Deferred tax assets: Accrued insurance reserve $ 1,334 $ 942 Accrued sales and use tax 77 962 Accrued payroll 353 368 Foreign tax credit carryforward 80 80 Interest expense carryforward 9,181 - Stock-based compensation 893 - Prepaid expenses 4 - Other 435 1,931 Net operating loss carryforward 17,385 255 Total deferred tax assets $ 29,742 $ 4,538 Valuation allowance (63 ) (63 ) Net deferred tax assets 29,679 4,475 Deferred tax liabilities: Intangible assets (36,593 ) (6,219 ) Property and equipment (61,608 ) (36,394 ) Prepaid expenses - (120 ) Unremitted foreign earnings (527 ) (747 ) Total net deferred tax liabilities (98,728 ) (43,480 ) Net deferred tax liabilities $ (69,049 ) $ (39,005 ) The Company has federal net operating loss carry forwards of $72.5 $29.2 $8.1 October 31, 2019, December 5, 2018, October 31, 2018, 2037. $86.9 $29.5 $5.3 October 31, 2019, December 5, 2018, October 31, 2018, 2022. The Company has foreign tax credit carryforwards of approximately $0.1 October 31, 2019, December 5, 2018, October 31, 2018, 2026. The Company has provided U.S. deferred taxes on cumulative earnings of all of its non-U.S. subsidiaries. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not not not As a result of the 2017 $15.1 October 31, 2018 35 21 $0.5 October 31, 2018 two 2017 October 31, 2018. The Tax Act limits, for certain entities, the deduction for net interest expense to the sum of business interest income plus 30% December 31, 2017 January 1, 2022, December 31, 2021. $23.2 $15.8 October 31, 2019 December 5, 2018, The following table summarizes the changes in the Company's unrecognized tax benefits during the Successor period from December 6, 2018 October 31, 2019, November 1, 2018 December 5, 2018, October 31, 2018. no twelve none Successor Predecessor (in thousands) December 6, 2018 through October 31, 2019 November 1, 2018 through December 5, 2018 Year Ended October 31, 2018 Balance, beginning of year $ - $ - $ - Increase in current year position 1,726 - - Increase in prior year position - - - Decrease in prior year position - - - Lapse in statute of limitations - - - Balance, end of year $ 1,726 $ - $ - For the Successor period from December 6, 2018 October 31, 2019, November 1, 2018 December 5, 2018, October 31, 2018 no |
Note 13 - Commitments and Conti
Note 13 - Commitments and Contingencies | 12 Months Ended |
Oct. 31, 2019 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | Note 13. Operating Leases The Company leases facilities, equipment and vehicles under non-cancelable operating leases with various expiration dates through April 2029. $100 $19,004. December 6, 2018 October 31, 2019, November 1, 2018 December 5, 2018, October 31, 2018, $4.4 $0.7 $4.8 The following is a summary of future minimum lease payments for the years ended October 31: (in thousands) Future Payments 2020 $ 2,997 2021 2,262 2022 1,928 2023 1,268 2024 727 Thereafter 1,165 Total $ 10,347 Capital Leases The Company has a limited number of capital leases related to land and buildings. The capital lease obligation recorded as of October 31, 2019 $0.6 October 31, 2018 $0.8 The following is a summary of future minimum lease payments together with the present value of those payments for the years ended October 31: (in thousands) Future Payments 2020 $ 105 2021 113 2022 115 2023 118 2024 120 Thereafter 60 Total minimum lease payments 631 Less the amount representing interest (63 ) Present value of minimum lease payments $ 568 Insurance As of October 31, 2019, October 31, 2018, Deductible General liability $ 250,000 General liability (in the case of accident and driver has completed NBIS driver training) $ 125,000 Automobile $ 100,000 Workers' compensation $ 250,000 The Successor and Predecessor had accrued $5.0 $3.2 October 31, 2019 October 31, 2018, not The Company offers employee health benefits via a partially self-insured medical benefit plan. Participant claims exceeding certain limits are covered by a stop-loss insurance policy. As of October 31, 2019, October 31, 2018, $1.1 $1.0 not third third $0.3 $0.3 October 31, 2019 October 31, 2018, Litigation The Company is currently involved in certain legal proceedings and other disputes with third not not Letters of credit The ABL Credit Agreement provides for up to $7.5 October 31, 2019, $1.5 |
Note 14 - Stockholders' Equity
Note 14 - Stockholders' Equity | 12 Months Ended |
Oct. 31, 2019 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | Note 14. Stockholders’ Equity In conjunction with the Business Combination, all common and preferred shares that were in existence for the Predecessor were settled and no December 5, 2018. On December 6, 2018, 22,337,322 $231.4 Successor The Company’s amended and restated certificate of incorporation authorizes the issuance of 500,000,000 $0.0001, 10,000,000 $0.0001. ● 28,847,707 ● 34,100,000 one $11.50 ● 2,450,980 zero On May 14, 2019, 18,098,166 $4.50 $77.4 3,980,166 $4.50, 25% As discussed below, on April 29, 2019, 2,101,213 1,707,175 October 31, 2019, 13,017,777 no The Company’s Series A Preferred Stock does not June 6, 2019) 1:1 December 6, 2022 7.0% $13.00 30 1:1 Conditionally redeemable preferred shares (including preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not not Warrant Exchange On April 1, 2019, April 17, 2017 ( 0.2105 0.1538 On April 26, 2019, 9,982,123 11,100,000 April 29, 2019, 2,101,213 1,707,175 no $5.2 2019 second $5.2 $21.1 $26.3 October 31, 2019, 13,017,777 no Predecessor Pursuant to the Predecessor’s articles of incorporation, as amended, the Predecessor was authorized to issue 15,000,000 $0.001 2,423,711 $0.001 As of October 31, 2018, 7,576,289 2,342,264 $11.2 Preferred stock holders are entitled to participating dividends, distributions declared or paid, or set aside for payment on the common stock whether payments consist of cash, securities, property, or other assets. To the extent that dividend or distributions are made in the form of securities, preferred stock holders are only entitled to receive the same class securities provided to the common stock holders. Upon liquidation, dissolution or winding up of the Company, before any distributions are made to holders of common stock, holders of preferred stock are entitled to receive an amount equal to the Liquidation Preference plus all accrued but unpaid dividends. The holders of preferred stock are entitled to vote together with the holders of common stock as a single class on all matters submitted to a vote of the holders of common stock. Each share of preferred stock is entitled to one |
Note 15 - Stock-based Compensat
Note 15 - Stock-based Compensation | 12 Months Ended |
Oct. 31, 2019 | |
Notes to Financial Statements | |
Share-based Payment Arrangement [Text Block] | Note 15. Successor The Company rolled forward certain vested options from the Predecessor (see discussion below) to 2,783,479 No $0.87 $6.09. During 2019, 2018 $0.01. one four ( 1 Time-based only – Awards vest in equal installments over a five ( 2 $13 first $13.00 30 first 1/3 three ( 3 $16 first $16.00 30 first 1/3 three ( 4 $19 first $19.00 30 first 1/3 three Included in the table below is a summary of the awards granted, including the location, type of award, fair value of awards, and the date that expense will be recognized through. In accordance with ASC 718, December 6, 2018 October 31, 2019 $3.6 Location Type of Award Shares Awarded Fair Value of Awards Per Share Total Fair Value of Awards Date Expense will be Recognized Through (Straight-Line Basis) U.S. Time Based Only 1,156,630 $ 6.67 $ 7,714,722 12/6/2023 U.S. $13 Market/Time- Based 1,543,044 $ 4.47 $ 6,904,032 5/4/2024 U.S. $16 Market/Time- Based 1,543,044 $ 3.85 $ 5,940,038 8/27/2024 U.S. $19 Market/Time- Based 1,543,091 $ 3.34 $ 5,149,194 11/19/2024 U.S. Time Based Only 25,000 $ 4.05 $ 101,250 12/6/2023 U.S. $13 Market/Time- Based 25,000 $ 2.72 $ 67,919 5/4/2024 U.S. $16 Market/Time- Based 25,000 $ 2.34 $ 58,436 8/27/2024 U.S. $19 Market/Time- Based 25,000 $ 2.03 $ 50,654 11/19/2024 U.K. Time Based Only 164,744 $ 6.67 $ 1,098,842 12/6/2023 U.K. $13 Market/Time- Based 238,808 $ 4.46 $ 1,066,272 5/4/2024 U.K. $16 Market/Time- Based 238,808 $ 3.84 $ 917,096 8/27/2024 U.K. $19 Market/Time- Based 238,833 $ 3.33 $ 794,772 11/19/2024 Total 6,767,002 $ 29,863,227 Share-based compensation is recognized on a straight-line basis over the requisite service period of the award based on their grant-date fair value. Stock Options The following tables summarize stock option activity for the Successor period from December 6, 2018 October 31, 2019: Options Weighted average exercise price Outstanding stock options, December 6, 2018 2,783,479 $ 1.48 Granted 881,193 $ 0.01 Forfeited (22,250 ) $ 0.01 Exercised (1,573,024 ) $ 0.87 Expired - $ - Outstanding stock options, October 31, 2019 2,069,398 $ 1.33 The total intrinsic value of stock options exercised for the Successor period from December 6, 2018 October 31, 2019 $9.1 The following table summarizes information about stock options outstanding at October 31, 2019: Options Outstanding Options Exercisable Exercise price Number of options Weighted average exercise price Weighted average remaining contractual life (yrs) Aggregate Intrinsic Value Number of options Weighted average exercise price Weighted average remaining contractual life (yrs) Aggregate Intrinsic Value $ 0.01 858,943 $ 0.01 9.4 $ 2,946 - $ - n/a $ - $ 0.87 886,382 $ 0.87 5.3 2,278 886,382 $ 0.87 5.3 2,278 $ 6.09 324,073 $ 6.09 6.4 - 324,073 $ 6.09 6.4 - Total 2,069,398 $ 1.33 7.2 $ 5,224 1,210,455 $ 2.27 5.6 $ 2,278 As of October 31, 2019, $3.4 The Company did not December 6, 2018 October 31, 2019. Restricted Stock Awards The following table is a summary of Restricted Stock Awards activity for year ended October 31, 2019: Units Weighted average grant-date fair value Unvested as of December 6, 2018 - $ - Granted 5,885,809 $ 4.42 Vested - $ - Forfeited (130,350 ) $ 4.58 Unvested as of October 31, 2019 5,755,459 $ 4.44 As of October 31, 2019, $22.8 Predecessor The Predecessor accounted for share-based awards in accordance with ASC Topic 718 Compensation–Stock Compensation 718” $0.6 4 November 1, 2018 December 5, 2018 October 31, 2018 $0.1 $0.3 |
Note 16 - Earnings Per Share
Note 16 - Earnings Per Share | 12 Months Ended |
Oct. 31, 2019 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | Note 16. The Company calculates earnings per share in accordance with ASC 260, Earnings Per Share two two two not not Successor At October 31, 2019 ( 1 13,017,777 2 6.6 3 1.2 4 0.9 5 2.5 The table below shows our basic and diluted EPS calculations for the period from December 6, 2018 October 31, 2019 ( Successor (in thousands, except share and per share amounts) December 6, 2018 through October 31, 2019 Net loss attributable to Concrete Pumping Holdings, Inc. $ (9,912 ) Less: Undistributed earnings allocated to participating securities - Less: Preferred stock - cumulative dividends (1,623 ) Net income (loss) attributable to common stockholders (numerator for basic earnings per share) $ (11,535 ) Add back: Undistributed earnings allocated to participating securities - Less: Undistributed earnings reallocated to participating securities - Add back: Preferred stock - cumulative dividends - Numerator for diluted earnings per share $ (11,535 ) Weighted average shares (denominator): Weighted average shares - basic 41,445,508 Weighted average shares - diluted 41,445,508 Basic loss per share $ (0.28 ) Diluted loss per share $ (0.28 ) Predecessor Under the terms and conditions of the Company’s Participating Preferred Stock Agreement, the holders of the preferred stock had the right to receive dividends or dividend equivalents should the Company declare dividends on its common stock on a one one two one one In periods in which the Company had a net loss or undistributed net loss, basic loss per share was calculated by dividing the loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. The two not not The table below shows our basic and diluted EPS calculations for the Predecessor periods from November 1, 2018 December 5, 2018 October 31, 2018: Predecessor (in thousands) November 1, 2018 through December 5, 2018 Year ended October 31, 2018 Net loss (numerator): Net (loss) income attributable to Concrete Pumping Holdings, Inc. $ (22,575 ) $ 28,382 Less: Preferred stock - cumulative dividends (126 ) (1,428 ) Less: Undistributed earnings allocated to preferred shares - (6,365 ) Net (loss) income available to common shareholders $ (22,701 ) $ 20,589 Weighted average shares (denominator): Weighted average shares - basic 7,576,289 7,576,289 Dilutive effect of stock options - 749,601 Weighted average shares - diluted $ 7,576,289 $ 8,325,890 Antidilutive stock options 932,746 - Basic income (loss) per share $ (3.00 ) $ 2.72 Diluted income (loss) per share $ (3.00 ) $ 2.47 |
Note 17 - Employee Benefits Pla
Note 17 - Employee Benefits Plan | 12 Months Ended |
Oct. 31, 2019 | |
Notes to Financial Statements | |
Compensation and Employee Benefit Plans [Text Block] | Note 17. Retirement plans The Company offers a 401 may 401 December 6, 2018 October 31, 2019 $0.8 November 1, 2018 December 5, 2018 October 31, 2018, $0.1 $0.6 Camfaud operates a Small Self-Administered Scheme (SSAS), which is the equivalent of a U.S. defined contribution pension plan. The assets of the plan are held separately from those of Camfaud in an independently administered fund. Contributions by Camfaud to the SSAS amounted to $0.2 December 6, 2018 October 31, 2019. November 1, 2018 December 5, 2018 October 31, 2018 $0.1 $0.2 Multiemployer plans Our U.S. Concrete Pumping segment contributes to a number of multiemployer defined benefit pension plans under the terms of collective-bargaining agreements (CBAs) that cover its union-represented employees. The risks of participating in these multiemployer plans are different from single-employer plans in the following aspects: (a) Assets contributed to the multiemployer plan by one may may may no The following is a summary of our contributions to each multiemployer pension plan for the years ended October 31, 2019 2018: Successor and Predecessor Predecessor (in thousands) Year Ended October 31, 2019 Year Ended October 31, 2018 California $ 581 $ 492 Oregon 288 233 Washington 242 217 Total contributions $ 1,111 $ 942 No no 80 80 65 The funding status for the Oregon and Washington multiemployer defined benefit pension plans is at January 1, 2019 July 1, 2019. Government regulations impose certain requirements relative to multiemployer plans. In the event of plan termination or employer withdrawal, an employer may not not If the construction industry exception applies, then it would delay the imposition of a withdrawal liability. The “construction industry” exception generally delays the imposition of withdrawal liability in connection with an employer’s withdrawal from a “construction industry” multiemployer plan unless and until that employer resumes covered operations in the relevant geographic region without a corresponding resumption of contributions to the multiemployer plan. The Company has no however, it has been assessed a withdrawal liability in the past. |
Note 18 - Segment Reporting
Note 18 - Segment Reporting | 12 Months Ended |
Oct. 31, 2019 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | Note 18. The Company conducts business through the following reportable segments based on geography and the nature of services sold: ● U.S. Concrete Pumping – Consists of concrete pumping services sold to customers in the U.S. Business in this segment is primarily performed under the Brundage-Bone and Capital tradenames. ● U.K. Operations – Consists of concrete pumping services and leasing of concrete pumping equipment to customers in the U.K. Business in this segment is primarily performed under the Camfaud Concrete Pumps and Premier Concrete Pumping tradenames. In addition to concrete pumping, we recently started operations of Waste Management Services in the U.K. At this time, the results of this business are included in this segment. This represents the Company’s foreign operations. ● U.S. Concrete Waste Management Services – Consists of pans and containers rented to customers in the U.S. and the disposal of the concrete waste material services sold to customers in the U.S. Business in this segment is performed under the Eco-Pan tradename. Any differences between segment reporting and consolidated results are reflected in Corporate and/or Intersegment below. The accounting policies of the reportable segments are the same as those described in Note 2. Successor Predecessor (in thousands) December 6, 2018 through October 31, 2019 November 1, 2018 through December 5, 2018 Year Ended October 31, 2018 Revenue U.S. Concrete Pumping $ 187,031 $ 16,659 $ 164,306 U.K. Operations 44,021 5,143 50,448 U.S. Concrete Waste Management Services 27,779 2,628 28,469 Corporate 2,258 242 - Intersegment (2,524 ) (276 ) - $ 258,565 $ 24,396 $ 243,223 (Loss) income before income taxes U.S. Concrete Pumping $ (17,689 ) $ (27,354 ) $ 2,482 U.K. Operations 1,661 207 3,521 U.S. Concrete Waste Management Services 965 225 10,480 Corporate 1,848 155 2,114 $ (13,215 ) $ (26,767 ) $ 18,597 Successor Predecessor (in thousands) December 6, 2018 through October 31, 2019 November 1, 2018 through December 5, 2018 Year Ended October 31, 2018 EBITDA U.S. Concrete Pumping $ 46,729 $ (24,565 ) $ 34,966 U.K. Operations 13,173 1,587 15,754 U.S. Concrete Waste Management Services 11,838 388 12,559 Corporate 2,577 180 2,366 $ 74,317 $ (22,410 ) $ 65,645 Consolidated EBITDA reconciliation Net income (loss) $ (9,912 ) $ (22,575 ) $ 28,381 Interest expense, net 34,880 1,644 21,425 Income tax expense (benefit) (3,303 ) (4,192 ) (9,784 ) Depreciation and amortization 52,652 2,713 25,623 EBITDA $ 74,317 $ (22,410 ) $ 65,645 Successor Predecessor (in thousands) December 6, 2018 through October 31, 2019 November 1, 2018 through December 5, 2018 Year Ended October 31, 2018 Depreciation and amortization U.S. Concrete Pumping $ 32,245 $ 1,635 $ 15,237 U.K. Operations 8,807 890 8,060 U.S. Concrete Waste Management Services 10,871 163 2,078 Corporate 729 25 248 $ 52,652 $ 2,713 $ 25,623 Interest expense, net U.S. Concrete Pumping $ (32,173 ) $ (1,154 ) $ (17,247 ) U.K. Operations (2,705 ) (490 ) (4,173 ) U.S. Concrete Waste Management Services (2 ) - (1 ) Corporate - - (4 ) $ (34,880 ) $ (1,644 ) $ (21,425 ) Transaction costs including transaction-related debt extinguishment U.S. Concrete Pumping $ 1,521 $ - $ 7,590 Corporate - 30,562 - $ 1,521 $ 30,562 $ 7,590 For the Successor period from December 6, 2018 October 31, 2019, $22.4 $4.8 $5.6 For the fiscal year ended October 31, 2018, $22.7 $2.3 $3.5 Total assets by segment for the periods presented are as follows: Successor Predecessor October 31, October 31, (in thousands) 2019 2018 Total Assets U.S. Concrete Pumping $ 637,384 $ 277,936 U.K. Operations 138,435 39,167 U.S. Concrete Waste Management Services 137,646 32,782 Corporate 24,223 20,259 Intersegment (66,323 ) - $ 871,365 $ 370,144 The U.S. and U.K. were the only regions that accounted for more than 10% no 10% October 31, 2019 October 31, 2018 Successor Predecessor (in thousands) December 6, 2018 through October 31, 2019 November 1, 2018 through December 5, 2018 Year Ended October 31, 2018 Revenues U.S. $ 214,544 $ 19,253 $ 192,775 U.K. 44,021 5,143 50,448 $ 258,565 $ 24,396 $ 243,223 Successor Predecessor October 31, October 31, (in thousands) 2019 2018 Long Lived Assets U.S. $ 263,363 $ 167,369 U.K. 44,052 34,546 $ 307,415 $ 201,915 |
Note 19 - Related-party Transac
Note 19 - Related-party Transactions | 12 Months Ended |
Oct. 31, 2019 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | Note 19. Successor As discussed in Note 14, 18,098,166 3,980,166 $4.50, 25% Predecessor The Predecessor had a Management Services Agreement, as amended from time to time, with PGP Advisors, LLC (PGP), the Predecessor’s largest shareholder, to provide advisory, consulting and other professional services. Under terms of the agreement, before it was terminated as a result of the Business Combination, the annual fee for these services was $4.0 September 2017 August 2019, $2.0 November 1, 2018 December 5, 2018 October 31, 2018, $0.0 $4.3 In connection with the acquisitions of O’Brien and Camfaud, the Predecessor paid $0.5 October 31, 2018. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Oct. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of presentation The accompanying Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). The enclosed statements reflect all normal and recurring adjustments which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows of the Company at October 31, 2019 As a result of the Business Combination, the Company is the acquirer for accounting purposes and CPH is the acquiree and accounting predecessor. The Company’s financial statement presentation distinguishes the Company’s financial performance into two The Business Combination was accounted for as a business combination using the acquisition method of accounting, and the Successor financial statements reflect a new basis of accounting that is based on the fair value of the net assets acquired. Determining the fair value of certain assets and liabilities assumed is judgmental in nature and often involves the use of significant estimates and assumptions. See Note 4 As a result of the application of the acquisition method of accounting as of the Closing Date of the Business Combination, the accompanying Consolidated Financial Statements include a black line division which indicates that the Predecessor and Successor reporting entities shown are presented on a different basis and are therefore, not The historical financial information of Industrea prior to the Business Combination (a special purpose acquisition company, or “SPAC”) has not not no December 6, 2018 |
Consolidation, Policy [Policy Text Block] | Principles of consolidation The Successor Consolidated Financial Statements include all amounts of the Company and its subsidiaries. The Predecessor Consolidated Financial Statements include all amounts of CPH and its subsidiaries. All intercompany balances and transactions have been eliminated. |
Use of Estimates, Policy [Policy Text Block] | Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include accrued sales and use taxes, the liability for incurred but unreported claims under various partially self-insured polices, allowance for doubtful accounts, goodwill impairment analysis, valuation of share-based compensation and accounting for business combinations. Actual results may may |
Accounts Receivable [Policy Text Block] | Trade receivables Trade receivables are carried at the original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts. Generally, the Company does not may 30 not Management determines the allowance for doubtful accounts by identifying troubled accounts and by using historical experience applied to an aging of accounts. The allowance for doubtful accounts was $0.6 $0.7 October 31, 2019, 2018, |
Inventory, Policy [Policy Text Block] | Inventory Inventory consists primarily of replacement parts for concrete pumping equipment. Inventories are stated at the lower of cost ( first first no October 31, 2019 2018. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value Measurements The FASB’s standard on fair value measurements establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. This standard establishes three may Level 1 Level 2 1 Level 3 |
Debt, Policy [Policy Text Block] | Deferred financing costs Deferred financing costs representing third Debt issuance costs, including any original issue discounts, related to term loans are reflected as a direct deduction from the carrying amount of the long-term debt liability that is included in long term debt, net of discount for deferred financing costs in the accompanying consolidated balance sheet. Debt issuance costs related to revolving credit facilities are capitalized and reflected in deferred financing in the accompanying consolidated balance sheet. |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill In accordance with ASC Topic 350, 350” may not two first no not second not As a result of the stock price of the Company declining substantially during the fiscal 2019 third one . July 31, 2019 no Due to the interim quantitative test performed as of July 31, 2019, August 31, 2019 not no three October 31, 2019 no 8. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property, plant and equipment Property, plant and equipment are recorded at cost. Expenditures for additions and betterments are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred; however, maintenance and repairs that improve or extend the life of existing assets are capitalized. The carrying amount of assets disposed of and the related accumulated depreciation are eliminated from the accounts in the year of disposal. Gains or losses from property and equipment disposals are recognized in the year of disposal. Property, plant and equipment is depreciated using the straight-line method over the following estimated useful lives: Buildings and improvements 15 to 40 years Capital lease assets—buildings 40 years Furniture and office equipment 2 to 7 years Machinery and equipment 3 to 25 years Transportation equipment 3 to 7 years Capital lease assets are being amortized over the estimated useful life of the asset (see Note 13 |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | Intangible Assets Intangible assets are recorded at cost or their estimated fair value (when acquired through a business combination) less accumulated amortization (if finite-lived). Intangible assets with finite lives, except for customer relationships, are amortized on a straight-line basis over their estimated useful lives. Customer relationships are amortized on an accelerated basis over their estimated useful lives. Intangible assets with indefinite lives are not |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of long-lived assets ASC 360, Property, Plant and Equipment 360 No October 31, 2019. |
Revenue [Policy Text Block] | Revenue recognition The Company generates revenues primarily from concrete pumping services in both the U.S. and U.K. Additionally, revenues are generated from the Company’s waste management business which consists of service fees charged to customers for the delivery of our pans and containers and the disposal of the concrete waste material. The Company recognizes revenue from these businesses when all of the following criteria are met: (a) persuasive evidence of an arrangement exists, (b) the service has been performed or delivery has occurred, (c) the price is fixed or determinable, and (d) collectability is reasonably assured. The Company’s delivery terms for replacement part sales are FOB shipping point. The Company imposes and collects sales taxes concurrent with our revenue-producing transactions with customers and remits those taxes to the various governmental authorities as prescribed by the taxing jurisdictions in which we operate. We present such taxes in our consolidated statements of income on a net basis. |
Share-based Payment Arrangement [Policy Text Block] | Stock-based compensation The Company follows ASC 718, Compensation—Stock Compensation (ASC 718 No. 2016 09, Compensation—Stock Compensation (ASC 718 |
Earnings Per Share, Policy [Policy Text Block] | Earnings per share The Company calculates earnings per share in accordance with ASC 260, Earnings per Share two two two 1 2 Basic earnings (loss) per common share is calculated by dividing net income (loss) attributable to common shareholders by the weighted average number of shares of Common Stock outstanding each period. Diluted earnings (loss) per common share is based on the weighted average number of shares outstanding during the period plus the common stock equivalents which would arise from the exercise of stock options outstanding using the treasury stock method and the average market price per share during the period. Common stock equivalents are not An anti-dilutive impact is an increase in earnings per share or a reduction in net loss per share resulting from the conversion, exercise, or contingent issuance of certain securities. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | F oreign currency translation The functional currency of Camfaud is the Great British Pound (GBP). The assets and liabilities of the foreign subsidiaries are translated into U.S. Dollars using the year-end exchange rates, and the consolidated statements of income are translated at the average rate for the year. The resulting translation adjustments are recorded as a component of comprehensive income on the consolidated statements of comprehensive income and accumulated in other comprehensive income. The functional currency of our other subsidiaries is the United States Dollar. |
Income Tax, Policy [Policy Text Block] | Income taxes The Company complies with ASC 740, Income Taxes The Company computes deferred income tax assets and liabilities annually for differences between the financial statements and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not not not Camfaud files income tax returns in the U.K. Camfaud’s national statutes are generally open for one |
Business Combinations Policy [Policy Text Block] | Business combinations The Company applies the principles provided in ASC 805, Business Combinations 805. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations As of October 31, 2019, October 31, 2018, two Cash balances held at financial institutions may, The Company’s customer base is dispersed across the U.S. and U.K. The Company performs ongoing evaluations of its customers’ financial condition and requires no no 10 |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Oct. 31, 2019 | |
Notes Tables | |
Property, Plant and Equipment, Useful Life [Table Text Block] | Buildings and improvements 15 to 40 years Capital lease assets—buildings 40 years Furniture and office equipment 2 to 7 years Machinery and equipment 3 to 25 years Transportation equipment 3 to 7 years |
Note 4 - Business Combinations
Note 4 - Business Combinations (Tables) | 12 Months Ended |
Oct. 31, 2019 | |
Notes Tables | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Consideration paid: $ 129,218 Net assets acquired: Current assets $ 748 Intangible assets 45,500 Property and equipment 56,467 Liabilities assumed (63 ) Total net assets acquired 102,652 Goodwill $ 26,566 Consideration paid: Cash $ 445,386 Fair value of rollover equity 164,908 Net working capital adjustment 4,050 Total consideration paid $ 614,344 Net assets acquired: Current assets $ 49,112 Intangible assets 208,063 Property and equipment 219,467 Liabilities assumed (110,245 ) Total net assets acquired 366,397 Goodwill $ 247,947 Consideration paid: $ 21,000 Net assets acquired: Inventory $ 140 Property, plant and equipment 16,163 Intangible assets 2,810 Total net assets acquired 19,113 Goodwill $ 1,887 |
Business Acquisition, Pro Forma Information [Table Text Block] | (in thousands) Year Ended October 31, 2019 Year Ended October 31, 2018 Revenue $ 24,396 $ 243,223 Pro forma revenue adjustments by Business Combination O'Brien - 6,990 Capital 26,829 49,530 CPH 258,565 - Total pro forma revenue $ 309,790 $ 299,743 Year Ended October 31, 2019 Year Ended October 31, 2018 Net (loss) income $ (22,575 ) $ 28,382 Pro forma net income adjustments by Business Combination O'Brien - (1,013 ) Capital 2,868 4,480 CPH (9,912 ) - Total pro forma net (loss) income $ (29,619 ) $ 31,849 |
Note 5 - Fair Value Measureme_2
Note 5 - Fair Value Measurement (Tables) | 12 Months Ended |
Oct. 31, 2019 | |
Notes Tables | |
Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis [Table Text Block] | Successor Predecessor October 31, October 31, 2019 2018 (in thousands) Carrying Value Fair Value Carrying Value Fair Value Senior secured notes $ - $ - $ 167,553 $ 178,025 Seller notes - - 8,292 8,292 Term loans 402,094 394,052 - - Capital lease obligations 568 568 653 653 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Successor Predecessor (in thousands) December 6, 2018 through October 31, 2019 November 1, 2018 through December 5, 2018 Year Ended October 31, 2018 Beginning balance $ 1,475 $ 1,458 $ 969 Change in fair value of contingent earnout liability included in operating expenses 207 - 527 Change in fair value due to foreign currency 26 17 (38 ) Ending balance $ 1,708 $ 1,475 $ 1,458 |
Note 6 - Prepaid Expenses and_2
Note 6 - Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Oct. 31, 2019 | |
Notes Tables | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block] | Successor Predecessor October 31, October 31, (in thousands) 2019 2018 Prepaid insurance $ 1,416 $ 348 Prepaid licenses and deposits 528 236 Prepaid rent 485 326 Prepaid sponsor fees - 667 Other prepaids 949 2,370 Total prepaid expenses and other current assets $ 3,378 $ 3,947 |
Note 7 - Property, Plant and _2
Note 7 - Property, Plant and Equipment (Tables) | 12 Months Ended |
Oct. 31, 2019 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | Successor Predecessor October 31, October 31, (in thousands) 2019 2018 Land, building and improvements $ 26,085 $ 22,244 Capital leases—land and buildings 828 909 Machinery and equipment 295,741 237,094 Transportation equipment 2,223 3,297 Furniture and office equipment 1,209 1,486 326,086 265,030 Less accumulated depreciation (18,671 ) (63,115 ) Property, plant and equipment, net $ 307,415 $ 201,915 |
Note 8 - Goodwill and Intangi_2
Note 8 - Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Oct. 31, 2019 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Successor Predecessor October 31, October 31, 2019 2018 Gross Foreign Currency Net Gross Net Carrying Accumulated Translation Carrying Carrying Accumulated Carrying (in thousands) Value Amortization Adjustment Amount Value Amortization Amount Customer relationship $ 193,594 $ (31,861 ) $ (62 ) $ 161,671 $ 47,641 $ (23,093 ) $ 24,548 Trade name 5,434 (483 ) (7 ) 4,944 15,412 (3,540 ) 11,872 Trade name (indefinite life) 55,500 - - 55,500 - - - Noncompete agreements 200 (22 ) - 178 495 (486 ) 9 Total intangibles $ 254,728 $ (32,366 ) $ (69 ) $ 222,293 $ 63,548 $ (27,119 ) $ 36,429 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | (in thousands) 2020 $ 33,384 2021 26,845 2022 21,600 2023 17,169 2024 13,788 Thereafter 54,007 Total $ 166,793 |
Schedule of Goodwill [Table Text Block] | (in thousands) U.S. Concrete Pumping U.K. Concrete Pumping Eco-Pan Corporate Total Balance at October 31, 2017 (Predecessor) $ 47,487 $ 19,108 $ 6,914 $ - $ 73,509 Acquired goodwill 1,887 - - - 1,887 Foreign currency translation - (740 ) - - (740 ) Balance at October 31, 2018 (Predecessor) $ 49,374 $ 18,368 $ 6,914 $ - $ 74,656 Foreign currency translation - (12 ) - - (12 ) Balance at December 5, 2018 (Predecessor) $ 49,374 $ 18,356 $ 6,914 $ - $ 74,644 Balance at December 6, 2018 (Successor) $ - $ - $ - $ - $ - Acquired goodwill 185,782 40,554 49,133 - 275,469 Foreign currency translation - 619 - - 619 Balance at October 31, 2019 (Successor) $ 185,782 $ 41,173 $ 49,133 $ - $ 276,088 |
Note 9 - Long-term Debt and R_2
Note 9 - Long-term Debt and Revolving Lines of Credit (Tables) | 12 Months Ended |
Oct. 31, 2019 | |
Notes Tables | |
Schedule of Maturities of Long-term Debt [Table Text Block] | (in thousands) 2020 $ 20,888 2021 20,888 2022 20,888 2023 20,888 2024 20,888 Thereafter 297,654 Total $ 402,094 |
Schedule of Debt [Table Text Block] | Successor Predecessor October 31, October 31, (in thousands) 2019 2018 Short term portion of term loan $ 20,888 $ - Long term portion of term loan 381,206 - Senior secured notes - 167,553 Seller notes - 8,292 402,094 175,845 Plus unamortized premium on debt - 540 Less unamortized deferred financing costs (20,268 ) (2,915 ) Total debt $ 381,826 $ 173,470 |
Note 10 - Accrued Payroll and_2
Note 10 - Accrued Payroll and Payroll Expenses (Tables) | 12 Months Ended |
Oct. 31, 2019 | |
Notes Tables | |
Schedule of Accrued Payroll and Expenses [Table Text Block] | Successor Predecessor October 31, October 31, (in thousands) 2019 2018 Accrued vacation $ 4,638 $ 3,482 Accrued bonus 3,177 1,766 Other accrued 1,362 1,457 Total accrued payroll and payroll expenses $ 9,177 $ 6,705 |
Note 11 - Accrued Expenses an_2
Note 11 - Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Oct. 31, 2019 | |
Notes Tables | |
Schedule of Accrued Liabilities [Table Text Block] | Successor Predecessor October 31, October 31, (in thousands) 2019 2018 Accrued insurance $ 6,105 $ 4,743 Accrued interest 3,049 3,092 Accrued equipment purchases 15,343 - Accrued sales and use tax 311 4,145 Accrued property taxes 915 865 Accrued professional fees 1,729 3,579 Other 654 2,406 Total accrued expenses and other liabilities $ 28,106 $ 18,830 |
Note 12 - Income Taxes (Tables)
Note 12 - Income Taxes (Tables) | 12 Months Ended |
Oct. 31, 2019 | |
Notes Tables | |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | Successor Predecessor (in thousands) December 6, 2018 through October 31, 2019 November 1, 2018 through December 5, 2018 Year Ended October 31, 2018 United States $ (14,875 ) $ (26,975 ) $ 15,077 Foreign 1,660 207 3,521 Total $ (13,215 ) $ (26,768 ) $ 18,598 |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Successor Predecessor (in thousands) December 6, 2018 through October 31, 2019 November 1, 2018 through December 5, 2018 Year Ended October 31, 2018 Current tax provision: Federal $ - $ - $ (366 ) Foreign 1,108 134 1,232 State and local 409 31 456 Total current tax provision 1,517 165 1,322 Deferred tax provision (benefit): Federal (3,317 ) (3,474 ) (10,649 ) Foreign (571 ) (86 ) (730 ) State and local (932 ) (797 ) 273 Total deferred tax (benefit) provision (4,820 ) (4,357 ) (11,106 ) Net provision (benefit) for income taxes $ (3,303 ) $ (4,192 ) $ (9,784 ) |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Successor Predecessor (in thousands) December 6, 2018 through October 31, 2019 November 1, 2018 through December 5, 2018 Year Ended October 31, 2018 Income tax provision per federal statutory rate of 21%, 21% and 23% $ (2,777 ) $ (5,622 ) $ 4,310 State income taxes, net of federal deduction (468 ) (635 ) 560 Foreign rate differential (48 ) (6 ) (179 ) Meals and entertainment 187 24 220 Transaction costs 18 1,414 44 Change in deferred tax rate (95 ) 30 - Stock-based compensation - 6 65 Contingent consideration fair value adjustment - - 122 Equity contribution 127 - - Nontaxable interest income net of foreign income inclusions (257 ) (62 ) 40 Deferred tax on undistributed foreign earnings 236 68 (142 ) Impact of tax reform - - (14,645 ) Deferred finance costs - 586 - Fuel tax credit 103 - - Return to prior year provision (323 ) - (173 ) Other (6 ) 5 (6 ) Income tax provision $ (3,303 ) $ (4,192 ) $ (9,784 ) |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Successor Predecessor (in thousands) Year Ended October 31, 2019 Year Ended October 31, 2018 Deferred tax assets: Accrued insurance reserve $ 1,334 $ 942 Accrued sales and use tax 77 962 Accrued payroll 353 368 Foreign tax credit carryforward 80 80 Interest expense carryforward 9,181 - Stock-based compensation 893 - Prepaid expenses 4 - Other 435 1,931 Net operating loss carryforward 17,385 255 Total deferred tax assets $ 29,742 $ 4,538 Valuation allowance (63 ) (63 ) Net deferred tax assets 29,679 4,475 Deferred tax liabilities: Intangible assets (36,593 ) (6,219 ) Property and equipment (61,608 ) (36,394 ) Prepaid expenses - (120 ) Unremitted foreign earnings (527 ) (747 ) Total net deferred tax liabilities (98,728 ) (43,480 ) Net deferred tax liabilities $ (69,049 ) $ (39,005 ) |
Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block] | Successor Predecessor (in thousands) December 6, 2018 through October 31, 2019 November 1, 2018 through December 5, 2018 Year Ended October 31, 2018 Balance, beginning of year $ - $ - $ - Increase in current year position 1,726 - - Increase in prior year position - - - Decrease in prior year position - - - Lapse in statute of limitations - - - Balance, end of year $ 1,726 $ - $ - |
Note 13 - Commitments and Con_2
Note 13 - Commitments and Contingencies (Tables) | 12 Months Ended |
Oct. 31, 2019 | |
Notes Tables | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | (in thousands) Future Payments 2020 $ 2,997 2021 2,262 2022 1,928 2023 1,268 2024 727 Thereafter 1,165 Total $ 10,347 |
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | (in thousands) Future Payments 2020 $ 105 2021 113 2022 115 2023 118 2024 120 Thereafter 60 Total minimum lease payments 631 Less the amount representing interest (63 ) Present value of minimum lease payments $ 568 |
Schedule of Deductibles for General and Workers' Compensation Liability [Table Text Block] | Deductible General liability $ 250,000 General liability (in the case of accident and driver has completed NBIS driver training) $ 125,000 Automobile $ 100,000 Workers' compensation $ 250,000 |
Note 15 - Stock-based Compens_2
Note 15 - Stock-based Compensation (Tables) | 12 Months Ended |
Oct. 31, 2019 | |
Notes Tables | |
Share-based Payment Arrangement, Activity [Table Text Block] | Location Type of Award Shares Awarded Fair Value of Awards Per Share Total Fair Value of Awards Date Expense will be Recognized Through (Straight-Line Basis) U.S. Time Based Only 1,156,630 $ 6.67 $ 7,714,722 12/6/2023 U.S. $13 Market/Time- Based 1,543,044 $ 4.47 $ 6,904,032 5/4/2024 U.S. $16 Market/Time- Based 1,543,044 $ 3.85 $ 5,940,038 8/27/2024 U.S. $19 Market/Time- Based 1,543,091 $ 3.34 $ 5,149,194 11/19/2024 U.S. Time Based Only 25,000 $ 4.05 $ 101,250 12/6/2023 U.S. $13 Market/Time- Based 25,000 $ 2.72 $ 67,919 5/4/2024 U.S. $16 Market/Time- Based 25,000 $ 2.34 $ 58,436 8/27/2024 U.S. $19 Market/Time- Based 25,000 $ 2.03 $ 50,654 11/19/2024 U.K. Time Based Only 164,744 $ 6.67 $ 1,098,842 12/6/2023 U.K. $13 Market/Time- Based 238,808 $ 4.46 $ 1,066,272 5/4/2024 U.K. $16 Market/Time- Based 238,808 $ 3.84 $ 917,096 8/27/2024 U.K. $19 Market/Time- Based 238,833 $ 3.33 $ 794,772 11/19/2024 Total 6,767,002 $ 29,863,227 |
Share-based Payment Arrangement, Option, Activity [Table Text Block] | Options Weighted average exercise price Outstanding stock options, December 6, 2018 2,783,479 $ 1.48 Granted 881,193 $ 0.01 Forfeited (22,250 ) $ 0.01 Exercised (1,573,024 ) $ 0.87 Expired - $ - Outstanding stock options, October 31, 2019 2,069,398 $ 1.33 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding and Exercisable [Table Text Block] | Options Outstanding Options Exercisable Exercise price Number of options Weighted average exercise price Weighted average remaining contractual life (yrs) Aggregate Intrinsic Value Number of options Weighted average exercise price Weighted average remaining contractual life (yrs) Aggregate Intrinsic Value $ 0.01 858,943 $ 0.01 9.4 $ 2,946 - $ - n/a $ - $ 0.87 886,382 $ 0.87 5.3 2,278 886,382 $ 0.87 5.3 2,278 $ 6.09 324,073 $ 6.09 6.4 - 324,073 $ 6.09 6.4 - Total 2,069,398 $ 1.33 7.2 $ 5,224 1,210,455 $ 2.27 5.6 $ 2,278 |
Nonvested Restricted Stock Shares Activity [Table Text Block] | Units Weighted average grant-date fair value Unvested as of December 6, 2018 - $ - Granted 5,885,809 $ 4.42 Vested - $ - Forfeited (130,350 ) $ 4.58 Unvested as of October 31, 2019 5,755,459 $ 4.44 |
Note 16 - Earnings Per Share (T
Note 16 - Earnings Per Share (Tables) | 12 Months Ended |
Oct. 31, 2019 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Successor (in thousands, except share and per share amounts) December 6, 2018 through October 31, 2019 Net loss attributable to Concrete Pumping Holdings, Inc. $ (9,912 ) Less: Undistributed earnings allocated to participating securities - Less: Preferred stock - cumulative dividends (1,623 ) Net income (loss) attributable to common stockholders (numerator for basic earnings per share) $ (11,535 ) Add back: Undistributed earnings allocated to participating securities - Less: Undistributed earnings reallocated to participating securities - Add back: Preferred stock - cumulative dividends - Numerator for diluted earnings per share $ (11,535 ) Weighted average shares (denominator): Weighted average shares - basic 41,445,508 Weighted average shares - diluted 41,445,508 Basic loss per share $ (0.28 ) Diluted loss per share $ (0.28 ) Predecessor (in thousands) November 1, 2018 through December 5, 2018 Year ended October 31, 2018 Net loss (numerator): Net (loss) income attributable to Concrete Pumping Holdings, Inc. $ (22,575 ) $ 28,382 Less: Preferred stock - cumulative dividends (126 ) (1,428 ) Less: Undistributed earnings allocated to preferred shares - (6,365 ) Net (loss) income available to common shareholders $ (22,701 ) $ 20,589 Weighted average shares (denominator): Weighted average shares - basic 7,576,289 7,576,289 Dilutive effect of stock options - 749,601 Weighted average shares - diluted $ 7,576,289 $ 8,325,890 Antidilutive stock options 932,746 - Basic income (loss) per share $ (3.00 ) $ 2.72 Diluted income (loss) per share $ (3.00 ) $ 2.47 |
Note 17 - Employee Benefits P_2
Note 17 - Employee Benefits Plan (Tables) | 12 Months Ended |
Oct. 31, 2019 | |
Notes Tables | |
Schedule of Multiemployer Plans [Table Text Block] | Successor and Predecessor Predecessor (in thousands) Year Ended October 31, 2019 Year Ended October 31, 2018 California $ 581 $ 492 Oregon 288 233 Washington 242 217 Total contributions $ 1,111 $ 942 |
Note 18 - Segment Reporting (Ta
Note 18 - Segment Reporting (Tables) | 12 Months Ended |
Oct. 31, 2019 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Successor Predecessor (in thousands) December 6, 2018 through October 31, 2019 November 1, 2018 through December 5, 2018 Year Ended October 31, 2018 Revenue U.S. Concrete Pumping $ 187,031 $ 16,659 $ 164,306 U.K. Operations 44,021 5,143 50,448 U.S. Concrete Waste Management Services 27,779 2,628 28,469 Corporate 2,258 242 - Intersegment (2,524 ) (276 ) - $ 258,565 $ 24,396 $ 243,223 (Loss) income before income taxes U.S. Concrete Pumping $ (17,689 ) $ (27,354 ) $ 2,482 U.K. Operations 1,661 207 3,521 U.S. Concrete Waste Management Services 965 225 10,480 Corporate 1,848 155 2,114 $ (13,215 ) $ (26,767 ) $ 18,597 Successor Predecessor (in thousands) December 6, 2018 through October 31, 2019 November 1, 2018 through December 5, 2018 Year Ended October 31, 2018 EBITDA U.S. Concrete Pumping $ 46,729 $ (24,565 ) $ 34,966 U.K. Operations 13,173 1,587 15,754 U.S. Concrete Waste Management Services 11,838 388 12,559 Corporate 2,577 180 2,366 $ 74,317 $ (22,410 ) $ 65,645 Consolidated EBITDA reconciliation Net income (loss) $ (9,912 ) $ (22,575 ) $ 28,381 Interest expense, net 34,880 1,644 21,425 Income tax expense (benefit) (3,303 ) (4,192 ) (9,784 ) Depreciation and amortization 52,652 2,713 25,623 EBITDA $ 74,317 $ (22,410 ) $ 65,645 Successor Predecessor (in thousands) December 6, 2018 through October 31, 2019 November 1, 2018 through December 5, 2018 Year Ended October 31, 2018 Depreciation and amortization U.S. Concrete Pumping $ 32,245 $ 1,635 $ 15,237 U.K. Operations 8,807 890 8,060 U.S. Concrete Waste Management Services 10,871 163 2,078 Corporate 729 25 248 $ 52,652 $ 2,713 $ 25,623 Interest expense, net U.S. Concrete Pumping $ (32,173 ) $ (1,154 ) $ (17,247 ) U.K. Operations (2,705 ) (490 ) (4,173 ) U.S. Concrete Waste Management Services (2 ) - (1 ) Corporate - - (4 ) $ (34,880 ) $ (1,644 ) $ (21,425 ) Transaction costs including transaction-related debt extinguishment U.S. Concrete Pumping $ 1,521 $ - $ 7,590 Corporate - 30,562 - $ 1,521 $ 30,562 $ 7,590 |
Reconciliation of Assets from Segment to Consolidated [Table Text Block] | Successor Predecessor October 31, October 31, (in thousands) 2019 2018 Total Assets U.S. Concrete Pumping $ 637,384 $ 277,936 U.K. Operations 138,435 39,167 U.S. Concrete Waste Management Services 137,646 32,782 Corporate 24,223 20,259 Intersegment (66,323 ) - $ 871,365 $ 370,144 |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block] | Successor Predecessor (in thousands) December 6, 2018 through October 31, 2019 November 1, 2018 through December 5, 2018 Year Ended October 31, 2018 Revenues U.S. $ 214,544 $ 19,253 $ 192,775 U.K. 44,021 5,143 50,448 $ 258,565 $ 24,396 $ 243,223 Successor Predecessor October 31, October 31, (in thousands) 2019 2018 Long Lived Assets U.S. $ 263,363 $ 167,369 U.K. 44,052 34,546 $ 307,415 $ 201,915 |
Note 1 - Organization and Des_2
Note 1 - Organization and Description of Business (Details Textual) | Oct. 31, 2019 |
Brundage-Bone [Member] | |
Number of Stores | 90 |
Number of States in which Entity Operates | 22 |
Camfaud [Member] | |
Number of Stores | 29 |
Note 2 - Summary of Significa_3
Note 2 - Summary of Significant Accounting Policies (Details Textual) $ in Thousands | 11 Months Ended | |
Oct. 31, 2019USD ($) | Oct. 31, 2018USD ($) | |
Accounts Receivable, Allowance for Credit Loss, Ending Balance | $ 600 | $ 700 |
Inventory Valuation Reserves, Ending Balance | 0 | $ 0 |
Impairment of Long-Lived Assets Held-for-use | $ 0 | |
Supplier Concentration Risk [Member] | Cost of Goods and Service Benchmark [Member] | ||
Number of Vendors | 2 | 3 |
Note 2 - Summary of Significa_4
Note 2 - Summary of Significant Accounting Policies - Property, Plant and Equipment (Details) | 11 Months Ended |
Oct. 31, 2019 | |
Building and Building Improvements [Member] | Minimum [Member] | |
Estimated useful lives (Year) | 15 years |
Building and Building Improvements [Member] | Maximum [Member] | |
Estimated useful lives (Year) | 40 years |
Assets Held under Capital Leases [Member] | |
Estimated useful lives (Year) | 40 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Estimated useful lives (Year) | 2 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Estimated useful lives (Year) | 7 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Estimated useful lives (Year) | 3 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Estimated useful lives (Year) | 25 years |
Transportation Equipment [Member] | Minimum [Member] | |
Estimated useful lives (Year) | 3 years |
Transportation Equipment [Member] | Maximum [Member] | |
Estimated useful lives (Year) | 7 years |
Note 4 - Business Combination_2
Note 4 - Business Combinations (Details Textual) - USD ($) $ in Thousands | May 15, 2019 | Dec. 06, 2018 | Dec. 05, 2018 | Apr. 30, 2018 | Jul. 31, 2018 | Oct. 31, 2019 | Oct. 31, 2019 | Oct. 31, 2018 |
Business Combination, Acquisition Related Costs | $ 14,167 | $ 1,521 | $ 7,590 | |||||
Share-based Payment Arrangement, Accelerated Cost | 600 | |||||||
Capital Pumping [Member] | ||||||||
Business Combination, Consideration Transferred, Total | $ 129,218 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill, Total | 45,500 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Total | 748 | |||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | $ 25,200 | |||||||
Capital Pumping [Member] | Trade Names, Indefinite-lived [Member] | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Total | 5,500 | |||||||
Capital Pumping [Member] | Customer Relationships [Member] | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill, Total | $ 39,500 | 40,000 | 40,000 | |||||
Finite-Lived Intangible Asset, Useful Life | 15 years | |||||||
CPH Acquisition [Member] | ||||||||
Business Combination, Consideration Transferred, Total | $ 614,344 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill, Total | 208,063 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Total | 49,112 | |||||||
Cash Acquired from Acquisition | 1,000 | |||||||
Goodwill, Out of Period Adjustment | (3,400) | |||||||
Business Combination, Transaction Bonuses | 15,600 | |||||||
Share-based Payment Arrangement, Accelerated Cost | 600 | |||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Financial Liabilities | $ (3,400) | |||||||
CPH Acquisition [Member] | CPH [Member] | ||||||||
Business Combination, Acquisition Related Costs | 14,200 | |||||||
Business Combination, Debt Extinguishment Costs | $ 16,400 | |||||||
CPH Acquisition [Member] | Customer Relationships [Member] | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill, Total | $ 152,700 | |||||||
Finite-Lived Intangible Asset, Useful Life | 15 years | |||||||
CPH Acquisition [Member] | Trade Names [Member] | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill, Total | $ 55,400 | |||||||
Finite-Lived Intangible Asset, Useful Life | 10 years | |||||||
O’Brien Acquisition [Member] | ||||||||
Business Combination, Consideration Transferred, Total | $ 21,000 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill, Total | $ 2,810 | |||||||
Business Combination, Acquisition Related Costs | $ 1,100 | |||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | $ 15,000 | $ 7,600 |
Note 4 - Business Combination_3
Note 4 - Business Combinations - Preliminary Allocation of Consideration to the Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | May 15, 2019 | Dec. 06, 2018 | Dec. 05, 2018 | Apr. 30, 2018 | Oct. 31, 2019 | Oct. 31, 2018 | Oct. 31, 2017 | |
Goodwill | $ 74,644 | $ 276,088 | $ 74,656 | $ 73,509 | ||||
Capital Pumping [Member] | ||||||||
Consideration paid: | $ 129,218 | |||||||
Current assets | 748 | |||||||
Intangible assets | 45,500 | |||||||
Property and equipment | 56,467 | |||||||
Liabilities assumed | (63) | |||||||
Total net assets acquired | 102,652 | |||||||
Goodwill | 26,566 | |||||||
Cash | 129,218 | |||||||
Total consideration paid | 129,218 | |||||||
Total net assets acquired | $ 102,652 | |||||||
CPH Acquisition [Member] | ||||||||
Consideration paid: | $ 614,344 | |||||||
Current assets | 49,112 | |||||||
Intangible assets | 208,063 | |||||||
Property and equipment | 219,467 | |||||||
Liabilities assumed | (110,245) | |||||||
Total net assets acquired | 366,397 | |||||||
Goodwill | 247,947 | |||||||
Cash | 445,386 | [1] | $ 449,436 | |||||
Fair value of rollover equity | 164,908 | |||||||
Net working capital adjustment | 4,050 | |||||||
Total consideration paid | 614,344 | |||||||
Total net assets acquired | $ 366,397 | |||||||
O’Brien Acquisition [Member] | ||||||||
Consideration paid: | $ 21,000 | |||||||
Intangible assets | 2,810 | |||||||
Property and equipment | 16,163 | |||||||
Goodwill | 1,887 | |||||||
Total consideration paid | 21,000 | |||||||
Inventory | 140 | |||||||
Total net assets acquired | $ 19,113 | |||||||
[1] | Note: Cash in table above is net of $1.0 million in cash acquired |
Note 4 - Business Combination_4
Note 4 - Business Combinations - Pro Forma Financial Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Oct. 31, 2019 | Oct. 31, 2018 | |
Revenue | $ 24,396 | $ 243,223 |
Total pro forma revenue | 309,790 | 299,743 |
Net (loss) income | (22,575) | 28,382 |
Total pro forma net (loss) income | (29,619) | 31,849 |
O’Brien Acquisition [Member] | ||
Pro forma revenue adjustments by Business Combination | 6,990 | |
Pro forma net income adjustments by Business Combination | (1,013) | |
Capital Pumping [Member] | ||
Pro forma revenue adjustments by Business Combination | 26,829 | 49,530 |
Pro forma net income adjustments by Business Combination | 2,868 | 4,480 |
CPH Acquisition [Member] | ||
Pro forma revenue adjustments by Business Combination | 258,565 | |
Pro forma net income adjustments by Business Combination | $ (9,912) |
Note 5 - Fair Value Measureme_3
Note 5 - Fair Value Measurement (Details Textual) $ in Millions | Nov. 30, 2016USD ($) |
Camfaud [Member] | Earnout Payments [Member] | |
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 3.1 |
Note 5 - Fair Value Measureme_4
Note 5 - Fair Value Measurement - Fair Value of Long-term Debt (Details) - USD ($) $ in Thousands | Oct. 31, 2019 | Oct. 31, 2018 |
Senior Secured Notes [Member] | Reported Value Measurement [Member] | ||
Debt, fair value | $ 167,553 | |
Senior Secured Notes [Member] | Estimate of Fair Value Measurement [Member] | ||
Debt, fair value | 178,025 | |
Seller Notes [Member] | Reported Value Measurement [Member] | ||
Debt, fair value | 8,292 | |
Seller Notes [Member] | Estimate of Fair Value Measurement [Member] | ||
Debt, fair value | 8,292 | |
Term Loan Agreement [Member] | Reported Value Measurement [Member] | ||
Debt, fair value | 402,094 | |
Term Loan Agreement [Member] | Estimate of Fair Value Measurement [Member] | ||
Debt, fair value | 394,052 | |
Capital Lease Obligations [Member] | Reported Value Measurement [Member] | ||
Debt, fair value | 568 | 653 |
Capital Lease Obligations [Member] | Estimate of Fair Value Measurement [Member] | ||
Debt, fair value | $ 568 | $ 653 |
Note 5 - Fair Value Measureme_5
Note 5 - Fair Value Measurement - Reconciliation of Fair Value Measurement (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Dec. 05, 2018 | Oct. 31, 2019 | Oct. 31, 2018 | |
Beginning balance | $ 1,458 | $ 1,475 | $ 969 |
Change in fair value of contingent earnout liability included in operating expenses | 207 | 527 | |
Change in fair value due to foreign currency | 17 | 26 | (38) |
Ending balance | $ 1,475 | $ 1,708 | $ 1,458 |
Note 6 - Prepaid Expenses and_3
Note 6 - Prepaid Expenses and Other Current Assets - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Oct. 31, 2019 | Oct. 31, 2018 |
Prepaid insurance | $ 1,416 | $ 348 |
Prepaid licenses and deposits | 528 | 236 |
Prepaid rent | 485 | 326 |
Prepaid sponsor fees | 667 | |
Other prepaids | 949 | 2,370 |
Total prepaid expenses and other current assets | $ 3,378 | $ 3,947 |
Note 7 - Property, Plant and _3
Note 7 - Property, Plant and Equipment (Details Textual) - USD ($) $ in Millions | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Dec. 05, 2018 | Oct. 31, 2019 | Oct. 31, 2018 | |
Depreciation, Total | $ 2.1 | $ 20.3 | $ 17.7 |
Note 7 - Property, Plant and _4
Note 7 - Property, Plant and Equipment - Components of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Oct. 31, 2019 | Oct. 31, 2018 |
Property, plant and equipment, gross | $ 326,086 | $ 265,030 |
Less accumulated depreciation | (18,671) | (63,115) |
Property, plant and equipment, net | 307,415 | 201,915 |
Land, Buildings and Improvements [Member] | ||
Property, plant and equipment, gross | 26,085 | 22,244 |
Assets Held under Capital Leases [Member] | ||
Property, plant and equipment, gross | 828 | 909 |
Machinery and Equipment [Member] | ||
Property, plant and equipment, gross | 295,741 | 237,094 |
Transportation Equipment [Member] | ||
Property, plant and equipment, gross | 2,223 | 3,297 |
Furniture and Fixtures [Member] | ||
Property, plant and equipment, gross | $ 1,209 | $ 1,486 |
Note 8 - Goodwill and Intangi_3
Note 8 - Goodwill and Intangible Assets (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 05, 2018 | Oct. 31, 2019 | Oct. 31, 2018 | Jul. 31, 2019 | |
Amortization of Intangible Assets, Total | $ 653 | $ 32,366 | $ 7,904 | |
US Concrete Pumping [Member] | ||||
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount | 4.00% | |||
UK Concrete Pumping [Member] | ||||
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount | 3.00% | |||
US Concrete Waste Management Services [Member] | ||||
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount | 4.00% | |||
CPH Acquisition [Member] | ||||
Goodwill, Out of Period Adjustment | (3,400) | |||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Financial Liabilities | $ (3,400) |
Note 8 - Goodwill and Intangi_4
Note 8 - Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Oct. 31, 2019 | Oct. 31, 2018 | |
Accumulated amortization | $ (32,366) | $ (27,119) |
CTA | (69) | |
Net carrying amount | 166,793 | |
Total intangibles | 254,728 | 63,548 |
Intangible assets, net | 222,293 | 36,429 |
Trade Names, Indefinite-lived [Member] | ||
Gross carrying value, indefinite | 55,500 | |
Customer Relationships [Member] | ||
Gross carrying value | 193,594 | 47,641 |
Accumulated amortization | (31,861) | (23,093) |
CTA | (62) | |
Net carrying amount | 161,671 | 24,548 |
Trade Names [Member] | ||
Gross carrying value | 5,434 | 15,412 |
Accumulated amortization | (483) | (3,540) |
CTA | (7) | |
Net carrying amount | 4,944 | 11,872 |
Noncompete Agreements [Member] | ||
Gross carrying value | 200 | 495 |
Accumulated amortization | (22) | (486) |
CTA | ||
Net carrying amount | $ 178 | $ 9 |
Note 8 - Goodwill and Intangi_5
Note 8 - Goodwill and Intangible Assets - Intangible Assets Amortization Expense (Details) $ in Thousands | Oct. 31, 2019USD ($) |
2020 | $ 33,384 |
2021 | 26,845 |
2022 | 21,600 |
2023 | 17,169 |
2024 | 13,788 |
Thereafter | 54,007 |
Total | $ 166,793 |
Note 8 - Goodwill and Intangi_6
Note 8 - Goodwill and Intangible Assets - Goodwill by Reportable Segment (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Dec. 05, 2018 | Oct. 31, 2019 | Oct. 31, 2018 | |
Balance | $ 74,656 | $ 74,644 | $ 73,509 |
Acquired goodwill | 275,469 | 1,887 | |
Foreign currency translation | (12) | 619 | (740) |
Balance | 74,644 | 276,088 | 74,656 |
Corporate, Non-Segment [Member] | |||
Balance | |||
Acquired goodwill | |||
Foreign currency translation | |||
Balance | |||
US Concrete Pumping [Member] | Operating Segments [Member] | |||
Balance | 49,374 | 49,374 | 47,487 |
Acquired goodwill | 185,782 | 1,887 | |
Foreign currency translation | |||
Balance | 49,374 | 185,782 | 49,374 |
UK Concrete Pumping [Member] | Operating Segments [Member] | |||
Balance | 18,368 | 18,356 | 19,108 |
Acquired goodwill | 40,554 | ||
Foreign currency translation | (12) | 619 | (740) |
Balance | 18,356 | 41,173 | 18,368 |
Eco-Pan [Member] | Operating Segments [Member] | |||
Balance | 6,914 | 6,914 | 6,914 |
Acquired goodwill | 49,133 | ||
Foreign currency translation | |||
Balance | $ 6,914 | $ 49,133 | $ 6,914 |
Note 9 - Long-term Debt and R_3
Note 9 - Long-term Debt and Revolving Lines of Credit (Details Textual) - USD ($) $ in Thousands | May 15, 2019 | Dec. 06, 2018 | Dec. 05, 2018 | Apr. 30, 2018 | Nov. 30, 2016 | Aug. 31, 2014 | Oct. 31, 2018 | Sep. 30, 2017 | Oct. 31, 2019 | Oct. 02, 2017 | Jul. 31, 2017 |
Long-term Debt, Total | $ 173,470 | $ 381,826 | |||||||||
Long-term Debt, Gross | 175,845 | 402,094 | |||||||||
Debt Instrument, Unamortized Premium, Total | $ 540 | ||||||||||
Gain (Loss) on Extinguishment of Debt, before Write off of Debt Issuance Cost | $ 16,400 | ||||||||||
Senior Secured Notes [Member] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.375% | ||||||||||
Proceeds from Issuance of Debt | $ 15,000 | $ 40,000 | $ 140,000 | ||||||||
Repayments of Debt | $ 26,000 | ||||||||||
Debt Instrument, Premium Percent | 104.00% | ||||||||||
Long-term Debt, Gross | $ 15,600 | ||||||||||
Debt Instrument, Unamortized Premium, Total | $ 600 | ||||||||||
Original Senior Secured Notes [Member] | |||||||||||
Long-term Debt, Total | $ 0 | ||||||||||
New Senior Secured Notes [Member] | |||||||||||
Long-term Debt, Total | 167,600 | ||||||||||
Long-term Debt, Gross | 167,553 | ||||||||||
Seller Notes [Member] | |||||||||||
Long-term Debt, Gross | 8,292 | ||||||||||
Seller Notes [Member] | Former Owners of Camfaud [Member] | |||||||||||
Debt Instrument, Face Amount | $ 6,200 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||
Seller Notes [Member] | Former Owners of Reilly [Member] | |||||||||||
Debt Instrument, Face Amount | $ 1,900 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||
Asset Backed Revolving Credit Facility [Member] | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 60,000 | ||||||||||
Long-term Line of Credit, Total | 23,600 | ||||||||||
Asset Backed Revolving Credit Facility [Member] | Minimum [Member] | |||||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% | ||||||||||
Asset Backed Revolving Credit Facility [Member] | Maximum [Member] | |||||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.50% | ||||||||||
Asset Backed Revolving Credit Facility [Member] | Standby Letters of Credit [Member] | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 7,500 | ||||||||||
Asset Backed Revolving Credit Facility [Member] | Other Loan Borrowings [Member] | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 7,500 | ||||||||||
Revolving Credit Facility [Member] | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 65,000 | ||||||||||
Long-term Line of Credit, Total | 48,700 | ||||||||||
The UK Revolver [Member] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 28,000 | ||||||||||
Long-term Line of Credit, Total | $ 14,300 | ||||||||||
Base Rate [Member] | Asset Backed Revolving Credit Facility [Member] | Other Loan Borrowings [Member] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | ||||||||||
London Interbank Offered Rate (LIBOR) [Member] | Asset Backed Revolving Credit Facility [Member] | Other Loan Borrowings [Member] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | ||||||||||
Term Loan Agreement [Member] | |||||||||||
Debt Instrument, Face Amount | $ 357,000 | ||||||||||
Proceeds from Issuance of Long-term Debt, Total | $ 60,000 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||
Long-term Debt, Total | $ 402,100 | ||||||||||
Term Loan Agreement [Member] | Eurodollar [Member] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 6.00% | ||||||||||
Term Loan Agreement [Member] | Base Rate [Member] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 5.00% | ||||||||||
Average Excess Availability, Tranche One [Member] | Revolving Credit Facility [Member] | |||||||||||
Line of Credit Facility, Quarterly Average Excess Availability, Percent | 66.67% | ||||||||||
Average Excess Availability, Tranche One [Member] | London Interbank Offered Rate (LIBOR) [Member] | Revolving Credit Facility [Member] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | ||||||||||
Average Excess Availability, Tranche Two [Member] | Revolving Credit Facility [Member] | Minimum [Member] | |||||||||||
Line of Credit Facility, Quarterly Average Excess Availability, Percent | 33.33% | ||||||||||
Average Excess Availability, Tranche Two [Member] | Revolving Credit Facility [Member] | Maximum [Member] | |||||||||||
Line of Credit Facility, Quarterly Average Excess Availability, Percent | 66.67% | ||||||||||
Average Excess Availability, Tranche Two [Member] | London Interbank Offered Rate (LIBOR) [Member] | Revolving Credit Facility [Member] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | ||||||||||
Average Excess Availability, Tranche Three [Member] | Revolving Credit Facility [Member] | |||||||||||
Line of Credit Facility, Quarterly Average Excess Availability, Percent | 33.33% | ||||||||||
Average Excess Availability, Tranche Three [Member] | London Interbank Offered Rate (LIBOR) [Member] | Revolving Credit Facility [Member] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | ||||||||||
Transferred From the Revolver Balance to a 3-month Line of Credit [Member] | Revolving Credit Facility [Member] | |||||||||||
Long-term Line of Credit, Total | $ 35,000 |
Note 9 - Long-term Debt and R_4
Note 9 - Long-term Debt and Revolving Lines of Credit - Future Amortization Expense (Details) - USD ($) $ in Thousands | Oct. 31, 2019 | Oct. 31, 2018 |
2020 | $ 20,888 | |
2021 | 20,888 | |
2022 | 20,888 | |
2023 | 20,888 | |
2024 | 20,888 | |
Thereafter | 297,654 | |
Total | $ 402,094 | $ 175,845 |
Note 9 - Long-term Debt and R_5
Note 9 - Long-term Debt and Revolving Lines of Credit - Long-term Debt (Details) - USD ($) $ in Thousands | Oct. 31, 2019 | Oct. 31, 2018 |
Long term debt, net of discount for deferred financing costs | $ 360,938 | $ 173,470 |
Long-term debt | 402,094 | 175,845 |
Plus unamortized premium on debt | 540 | |
Less unamortized deferred financing costs | (20,268) | (2,915) |
Total debt | 381,826 | 173,470 |
Term Loan [Member] | ||
Short term portion of term loan | 20,888 | |
Long term debt, net of discount for deferred financing costs | 381,206 | |
New Senior Secured Notes [Member] | ||
Long-term debt | 167,553 | |
Total debt | 167,600 | |
Seller Notes [Member] | ||
Long-term debt | $ 8,292 |
Note 10 - Accrued Payroll and_3
Note 10 - Accrued Payroll and Payroll Expenses - Accrued Payroll and Expenses (Details) - USD ($) $ in Thousands | Oct. 31, 2019 | Oct. 31, 2018 |
Accrued vacation | $ 4,638 | $ 3,482 |
Accrued bonus | 3,177 | 1,766 |
Other accrued | 1,362 | 1,457 |
Total accrued payroll and payroll expenses | $ 9,177 | $ 6,705 |
Note 11 - Accrued Expenses an_3
Note 11 - Accrued Expenses and Other Current Liabilities - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Oct. 31, 2019 | Oct. 31, 2018 |
Accrued insurance | $ 6,105 | $ 4,743 |
Accrued interest | 3,049 | 3,092 |
Accrued equipment purchases | 15,343 | |
Accrued sales and use tax | 311 | 4,145 |
Accrued property taxes | 915 | 865 |
Accrued professional fees | 1,729 | 3,579 |
Other | 654 | 2,406 |
Total accrued expenses and other liabilities | $ 28,106 | $ 18,830 |
Note 12 - Income Taxes (Details
Note 12 - Income Taxes (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||
Dec. 05, 2018 | Oct. 31, 2019 | Oct. 31, 2019 | Oct. 31, 2018 | Oct. 31, 2017 | |
Tax Cuts and Jobs Act, Change in Tax Rate, Income Tax Expense (Benefit), Total | $ 15,100 | ||||
Effective Income Tax Rate Reconciliation, Percent, Total | 21.00% | 35.00% | |||
Effective Income Tax Rate Reconciliation, Repatriation of Foreign Earnings, Amount | $ 500 | ||||
Effective Income Tax Rate Reconciliation, Nondeductible Interest Expense | $ 15,800 | $ 23,200 | |||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense, Total | 0 | $ 0 | 0 | ||
Domestic Tax Authority [Member] | |||||
Operating Loss Carryforwards, Total | 29,200 | 72,500 | 72,500 | 8,100 | |
State and Local Jurisdiction [Member] | |||||
Operating Loss Carryforwards, Total | 29,500 | 86,900 | 86,900 | 5,300 | |
Foreign Tax Authority [Member] | |||||
Tax Credit Carryforward, Amount | $ 100 | $ 100 | $ 100 | $ 100 |
Note 12 - Income Taxes - Source
Note 12 - Income Taxes - Sources of Income before Income Taxes (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Dec. 05, 2018 | Oct. 31, 2019 | Oct. 31, 2018 | |
Income before income taxes | $ (26,768) | $ (13,215) | $ 18,598 |
UNITED STATES | |||
Income before income taxes | (26,975) | (14,875) | 15,077 |
Foreign [Member] | |||
Income before income taxes | $ 207 | $ 1,660 | $ 3,521 |
Note 12 - Income Taxes - Provis
Note 12 - Income Taxes - Provision of Income Tax Components (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Dec. 05, 2018 | Oct. 31, 2019 | Oct. 31, 2018 | |
Current tax provision: | |||
Federal | $ (366) | ||
Foreign | 134 | 1,108 | 1,232 |
State and local | 31 | 409 | 456 |
Total current tax provision | 165 | 1,517 | 1,322 |
Deferred tax provision (benefit): | |||
Federal | (3,474) | (3,317) | (10,649) |
Foreign | (86) | (571) | (730) |
State and local | (797) | (932) | 273 |
Total deferred tax (benefit) provision | (4,357) | (4,820) | (11,106) |
Net provision (benefit) for income taxes | $ (4,192) | $ (3,303) | $ (9,784) |
Note 12 - Income Taxes - Effect
Note 12 - Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Dec. 05, 2018 | Oct. 31, 2019 | Oct. 31, 2018 | |
Income tax provision per federal statutory rate of 21%, 21% and 23% | $ (5,622) | $ (2,777) | $ 4,310 |
State income taxes, net of federal deduction | (635) | (468) | 560 |
Foreign rate differential | (6) | (48) | (179) |
Meals and entertainment | 24 | 187 | 220 |
Transaction costs | 1,414 | 18 | 44 |
Change in deferred tax rate | 30 | (95) | |
Stock-based compensation | 6 | 65 | |
Contingent consideration fair value adjustment | 122 | ||
Equity contribution | 127 | ||
Nontaxable interest income net of foreign income inclusions | (62) | (257) | 40 |
Deferred tax on undistributed foreign earnings | 68 | 236 | (142) |
Impact of tax reform | (14,645) | ||
Deferred finance costs | 586 | ||
Fuel tax credit | 103 | ||
Return to prior year provision | (323) | (173) | |
Other | 5 | (6) | (6) |
Net provision (benefit) for income taxes | $ (4,192) | $ (3,303) | $ (9,784) |
Note 12 - Income Taxes - Effe_2
Note 12 - Income Taxes - Effective Income Tax Rate Reconciliation (Details) (Parentheticals) | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Dec. 05, 2018 | Oct. 31, 2019 | Oct. 31, 2018 | |
Statutory income tax rate | 21.00% | 21.00% | 23.00% |
Note 12 - Income Taxes - Net De
Note 12 - Income Taxes - Net Deferred Tax Liabilities (Details) - USD ($) $ in Thousands | Oct. 31, 2019 | Oct. 31, 2018 |
Deferred tax assets: | ||
Accrued insurance reserve | $ 1,334 | $ 942 |
Accrued sales and use tax | 77 | 962 |
Accrued payroll | 353 | 368 |
Foreign tax credit carryforward | 80 | 80 |
Interest expense carryforward | 9,181 | |
Stock-based compensation | 893 | |
Prepaid expenses | 4 | |
Other | 435 | 1,931 |
Net operating loss carryforward | 17,385 | 255 |
Total deferred tax assets | 29,742 | 4,538 |
Valuation allowance | (63) | (63) |
Net deferred tax assets | 29,679 | 4,475 |
Deferred tax liabilities: | ||
Intangible assets | (36,593) | (6,219) |
Property and equipment | (61,608) | (36,394) |
Prepaid expenses | (120) | |
Unremitted foreign earnings | (527) | (747) |
Total net deferred tax liabilities | (98,728) | (43,480) |
Net deferred tax liabilities | $ (69,049) | $ (39,005) |
Note 12 - Income Taxes - Change
Note 12 - Income Taxes - Changes in Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Dec. 05, 2018 | Oct. 31, 2019 | Oct. 31, 2018 | |
Balance, beginning of year | |||
Increase in current year position | 1,726 | ||
Increase in prior year position | |||
Decrease in prior year position | |||
Lapse in statute of limitations | |||
Balance, end of year | $ 1,726 |
Note 13 - Commitments and Con_3
Note 13 - Commitments and Contingencies (Details Textual) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |||
Dec. 05, 2018 | Oct. 31, 2019 | Oct. 31, 2019 | Oct. 31, 2018 | Jul. 31, 2019 | Dec. 06, 2018 | |
Operating Leases, Rent Expense, Net, Total | $ 700,000 | $ 4,400,000 | $ 4,800,000 | |||
Letters of Credit Outstanding, Amount | 1,500,000 | $ 1,500,000 | ||||
Standby Letters of Credit [Member] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 7,500,000 | |||||
Bank Account to Facilitate Administration of Claims [Member] | ||||||
Restricted Cash, Total | 300,000 | $ 300,000 | ||||
Accrued Liabilities and Other Liabilities [Member] | ||||||
Self-insurance, Accrued Expenses for Claims Incurred But Not Reported and Estimated Losses Reported | 5,000,000 | 5,000,000 | 3,200,000 | |||
Self-insurance, Accrued Expenses for Health Claims Incurred But Not Reoprted | 1,100,000 | 1,100,000 | 1,000,000 | |||
Capital Leases for Land and Buildings [member] | ||||||
Capital Lease Obligations, Total | $ 600,000 | 600,000 | $ 800,000 | |||
Minimum [Member] | ||||||
Operating Leases, Monthly Rent Payment | 100 | |||||
Maximum [Member] | ||||||
Operating Leases, Monthly Rent Payment | $ 19,004 |
Note 13 - Commitments and Con_4
Note 13 - Commitments and Contingencies - Future Minimum Lease Payments of Operating Leases (Details) $ in Thousands | Oct. 31, 2019USD ($) |
2020 | $ 2,997 |
2021 | 2,262 |
2022 | 1,928 |
2023 | 1,268 |
2024 | 727 |
Thereafter | 1,165 |
Total | $ 10,347 |
Note 13 - Commitments and Con_5
Note 13 - Commitments and Contingencies - Future Payments of Capital Lease Obligations (Details) $ in Thousands | Oct. 31, 2019USD ($) |
2020 | $ 105 |
2021 | 113 |
2022 | 115 |
2023 | 118 |
2024 | 120 |
Thereafter | 60 |
Total minimum lease payments | 631 |
Less the amount representing interest | (63) |
Present value of minimum lease payments | $ 568 |
Note 13 - Commitments and Con_6
Note 13 - Commitments and Contingencies - Deductibles for General and Worker's Compensation Liability (Details) | Oct. 31, 2019USD ($) |
General liability | $ 250,000 |
General liability (in the case of accident and driver has completed NBIS driver training) | 125,000 |
Automobile | 100,000 |
Workers' compensation | $ 250,000 |
Note 14 - Stockholders' Equity
Note 14 - Stockholders' Equity (Details Textual) | Jun. 06, 2019$ / sharesshares | May 14, 2019USD ($)$ / sharesshares | Apr. 29, 2019shares | Apr. 26, 2019shares | Apr. 01, 2019 | Dec. 06, 2018USD ($)$ / sharesshares | Apr. 30, 2019USD ($)shares | Oct. 31, 2019USD ($)$ / sharesshares | Oct. 31, 2018USD ($)$ / sharesshares |
Stock Redeemed or Called During Period, Value | $ | $ 16,010,000 | ||||||||
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | 15,000,000 | ||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.001 | ||||||
Preferred Stock, Shares Authorized | 10,000,000 | 2,423,711 | |||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.001 | |||||||
Common Stock, Shares, Issued, Total | 28,847,707 | 58,253,220 | 7,576,289 | ||||||
Common Stock, Shares, Outstanding, Ending Balance | 28,847,707 | 58,253,220 | 7,576,289 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 34,100,000 | ||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 11.50 | ||||||||
Preferred Stock, Shares Outstanding, Ending Balance | 2,450,980 | 2,342,264 | |||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 1 | ||||||||
Convertible Preferred Stock, Additional Cumulative Amount, Accrue Annual Rate | 7.00% | ||||||||
Convertible Preferred Stock, Convertible, Stock Price Trigger | $ / shares | $ 13 | ||||||||
Adjustment to Equity Related to Issuance of Shares in Exchange for Warrants | $ | |||||||||
Par Value of Warrant in APIC | $ | $ 21,100,000 | ||||||||
Stock Issued During Period, Value, Issued in Exchange for Warrant | $ | 26,300,000 | ||||||||
Preferred Stock, Shares Issued, Total | 2,342,264 | ||||||||
Preferred Stock, Liquidation Preference, Value | $ | $ 11,200,000 | ||||||||
Additional Paid-in Capital [Member] | |||||||||
Stock Redeemed or Called During Period, Value | $ | 12,433,000 | ||||||||
Adjustment to Equity Related to Issuance of Shares in Exchange for Warrants | $ | 5,200,000 | 5,158,000 | |||||||
Retained Earnings [Member] | |||||||||
Stock Redeemed or Called During Period, Value | $ | 3,577,000 | ||||||||
Adjustment to Equity Related to Issuance of Shares in Exchange for Warrants | $ | $ (5,200,000) | $ (5,158,000) | |||||||
Public Warrants [Member] | |||||||||
Number of Shares Issued in Exchange for Warrants | 2,101,213 | ||||||||
Class of Warrant or Right, Outstanding | 13,017,777 | 13,017,777 | |||||||
Warrant Exchange for Common Stock, Exchange Ratio | 0.2105 | ||||||||
Numer of Warrants Tendered for Exchange | 9,982,123 | ||||||||
Private Warrants [Member] | |||||||||
Number of Shares Issued in Exchange for Warrants | 1,707,175 | ||||||||
Class of Warrant or Right, Outstanding | 0 | ||||||||
Warrant Exchange for Common Stock, Exchange Ratio | 0.1538 | ||||||||
Numer of Warrants Tendered for Exchange | 11,100,000 | ||||||||
Public Offering [Member] | |||||||||
Stock Issued During Period, Shares, New Issues | 18,098,166 | ||||||||
Shares Issued, Price Per Share | $ / shares | $ 4.50 | ||||||||
Proceeds from Issuance of Common Stock | $ | $ 77,400,000 | ||||||||
Public Offering [Member] | Directors, Officers, Stockholders [Member] | |||||||||
Stock Issued During Period, Shares, New Issues | 3,980,166 | ||||||||
Shares Issued, Price Per Share | $ / shares | $ 4.50 | ||||||||
Percentage of Shares Issued | 25.00% | ||||||||
Common Class A [Member] | |||||||||
Stock Redeemed or Called During Period, Shares | 22,337,322 | ||||||||
Stock Redeemed or Called During Period, Value | $ | $ 231,400,000 | ||||||||
Series A Preferred Stock [Member] | |||||||||
Preferred Stock, Dividend Rate, Percentage | 0.00% |
Note 15 - Stock-based Compens_3
Note 15 - Stock-based Compensation (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 05, 2018 | Oct. 31, 2019 | Oct. 31, 2019 | Oct. 31, 2018 | |
Equivalent Vested Options Rolled Forward from Predecessor to Successor | 2,783,479 | |||
Share-based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit | $ 0.87 | |||
Share-based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit | 6.09 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ 1.48 | $ 1.33 | $ 1.33 | |
Excess Tax Benefit from Share-based Compensation, Operating Activities | $ 0 | |||
Share-based Payment Arrangement, Accelerated Cost | $ 600 | |||
Selling, General and Administrative Expenses [Member] | ||||
Share-based Payment Arrangement, Expense | $ 100 | $ 300 | ||
Time Based Only [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | |||
The $13 Market/Time- Based [Member] | Closing Price of $13.00 for 30 Consecutive Days [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.30% | |||
The $16 Market/Time- Based [Member] | Closing Price of $16.00 for 30 Consecutive Days [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.30% | |||
The $19 Market/Time- Based [Member] | Closing Price of $19.00 for 30 Consecutive Days [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.30% | |||
Share-based Payment Arrangement, Option [Member] | ||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | 3,400 | $ 3,400 | ||
Restricted Stock [Member] | ||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | 22,800 | $ 22,800 | ||
The 2018 Omnibus Incentive Plan [Member] | ||||
Share-based Payment Arrangement, Expense | $ 9,100 | |||
The 2018 Omnibus Incentive Plan [Member] | UNITED KINGDOM | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ 0.01 | $ 0.01 |
Note 15 - Stock-based Compens_4
Note 15 - Stock-based Compensation - Summary of Awards Granted (Details) | 11 Months Ended |
Oct. 31, 2019USD ($)$ / sharesshares | |
UNITED STATES | Time Based Only [Member] | Share-based Payment Arrangement, Tranche One [Member] | |
Granted, number of unites (in shares) | shares | 1,156,630 |
Granted, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 6.67 |
Total Fair Value of Awards | $ | $ 7,714,722 |
UNITED STATES | Time Based Only [Member] | Share-based Payment Arrangement, Tranche Two [Member] | |
Granted, number of unites (in shares) | shares | 25,000 |
Granted, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 4.05 |
Total Fair Value of Awards | $ | $ 101,250 |
UNITED STATES | The $13 Market/Time- Based [Member] | Share-based Payment Arrangement, Tranche One [Member] | |
Granted, number of unites (in shares) | shares | 1,543,044 |
Granted, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 4.47 |
Total Fair Value of Awards | $ | $ 6,904,032 |
UNITED STATES | The $13 Market/Time- Based [Member] | Share-based Payment Arrangement, Tranche Two [Member] | |
Granted, number of unites (in shares) | shares | 25,000 |
Granted, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 2.72 |
Total Fair Value of Awards | $ | $ 67,919 |
UNITED STATES | The $16 Market/Time- Based [Member] | Share-based Payment Arrangement, Tranche One [Member] | |
Granted, number of unites (in shares) | shares | 1,543,044 |
Granted, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 3.85 |
Total Fair Value of Awards | $ | $ 5,940,038 |
UNITED STATES | The $16 Market/Time- Based [Member] | Share-based Payment Arrangement, Tranche Two [Member] | |
Granted, number of unites (in shares) | shares | 25,000 |
Granted, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 2.34 |
Total Fair Value of Awards | $ | $ 58,436 |
UNITED STATES | The $19 Market/Time- Based [Member] | Share-based Payment Arrangement, Tranche One [Member] | |
Granted, number of unites (in shares) | shares | 1,543,091 |
Granted, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 3.34 |
Total Fair Value of Awards | $ | $ 5,149,194 |
UNITED STATES | The $19 Market/Time- Based [Member] | Share-based Payment Arrangement, Tranche Two [Member] | |
Granted, number of unites (in shares) | shares | 25,000 |
Granted, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 2.03 |
Total Fair Value of Awards | $ | $ 50,654 |
UNITED KINGDOM | |
Granted, number of unites (in shares) | shares | 6,767,002 |
Granted, weighted average grant-date fair value (in dollars per share) | $ / shares | |
Total Fair Value of Awards | $ | $ 29,863,227 |
UNITED KINGDOM | Time Based Only [Member] | |
Granted, number of unites (in shares) | shares | 164,744 |
Granted, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 6.67 |
Total Fair Value of Awards | $ | $ 1,098,842 |
UNITED KINGDOM | The $13 Market/Time- Based [Member] | |
Granted, number of unites (in shares) | shares | 238,808 |
Granted, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 4.46 |
Total Fair Value of Awards | $ | $ 1,066,272 |
UNITED KINGDOM | The $16 Market/Time- Based [Member] | |
Granted, number of unites (in shares) | shares | 238,808 |
Granted, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 3.84 |
Total Fair Value of Awards | $ | $ 917,096 |
UNITED KINGDOM | The $19 Market/Time- Based [Member] | |
Granted, number of unites (in shares) | shares | 238,833 |
Granted, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 3.33 |
Total Fair Value of Awards | $ | $ 794,772 |
Note 15 - Stock-based Compens_5
Note 15 - Stock-based Compensation - Summarize Stock Option Activity (Details) | 11 Months Ended |
Oct. 31, 2019$ / sharesshares | |
Options outstanding, Number (in shares) | shares | 2,783,479 |
Options outstanding, Weighted average exercise price (in dollars per share) | $ / shares | $ 1.48 |
Granted, Number (in shares) | shares | 881,193 |
Granted, Weighted average exercise price (in dollars per share) | $ / shares | $ 0.01 |
Forfeited, Number (in shares) | shares | (22,250) |
Forfeited, Weighted average exercise price (in dollars per share) | $ / shares | $ 0.01 |
Exercised, Number (in shares) | shares | (1,573,024) |
Exercised, Weighted average exercise price (in dollars per share) | $ / shares | $ 0.87 |
Expired, Number (in shares) | shares | |
Expired, Weighted average exercise price (in dollars per share) | $ / shares | |
Options outstanding, Number (in shares) | shares | 2,069,398 |
Options outstanding, Weighted average exercise price (in dollars per share) | $ / shares | $ 1.33 |
Note 15 - Stock-based Compens_6
Note 15 - Stock-based Compensation - Options Outstanding and Exercisable (Details) - USD ($) | 12 Months Ended | |
Oct. 31, 2019 | Dec. 05, 2018 | |
Options Outstanding, Weighted average exercise price (in dollars per share) | $ 1.33 | $ 1.48 |
Options Outstanding, Number of options (in shares) | 2,069,398 | 2,783,479 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ 1.33 | $ 1.48 |
Options Outstanding, Weighted-average remaining contractual life (Year) | 7 years 73 days | |
Options Outstanding, Aggregate Intrinsic Value | $ 5,224 | |
Options Exercisable, Number of options (in shares) | 1,210,455 | |
Options Exercisable, Weighted average exercise price (in dollars per share) | $ 2.27 | |
Options Exercisable, Weighted average remaining contractual life (Year) | 5 years 219 days | |
Options Exercisable, Aggregate Intrinsic Value | $ 2,278 | |
Exercise Price Range One [Member] | ||
Options Outstanding, Weighted average exercise price (in dollars per share) | $ 0.01 | |
Options Outstanding, Number of options (in shares) | 858,943 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ 0.01 | |
Options Outstanding, Weighted-average remaining contractual life (Year) | 9 years 146 days | |
Options Outstanding, Aggregate Intrinsic Value | $ 2,946 | |
Options Exercisable, Number of options (in shares) | ||
Options Exercisable, Weighted average exercise price (in dollars per share) | ||
Exercise Price Range Two [Member] | ||
Options Outstanding, Weighted average exercise price (in dollars per share) | $ 0.87 | |
Options Outstanding, Number of options (in shares) | 886,382 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ 0.87 | |
Options Outstanding, Weighted-average remaining contractual life (Year) | 5 years 109 days | |
Options Outstanding, Aggregate Intrinsic Value | $ 2,278 | |
Options Exercisable, Number of options (in shares) | 886,382 | |
Options Exercisable, Weighted average exercise price (in dollars per share) | $ 0.87 | |
Options Exercisable, Weighted average remaining contractual life (Year) | 5 years 109 days | |
Options Exercisable, Aggregate Intrinsic Value | $ 2,278 | |
Exercise Price Range Three [Member] | ||
Options Outstanding, Weighted average exercise price (in dollars per share) | $ 6.09 | |
Options Outstanding, Number of options (in shares) | 324,073 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ 6.09 | |
Options Outstanding, Weighted-average remaining contractual life (Year) | 6 years 146 days | |
Options Outstanding, Aggregate Intrinsic Value | ||
Options Exercisable, Number of options (in shares) | 324,073 | |
Options Exercisable, Weighted average exercise price (in dollars per share) | $ 6.09 | |
Options Exercisable, Weighted average remaining contractual life (Year) | 6 years 146 days | |
Options Exercisable, Aggregate Intrinsic Value |
Note 15 - Stock-based Compens_7
Note 15 - Stock-based Compensation - Restricted Stock Awards Activity (Details) - Restricted Stock [Member] | 11 Months Ended |
Oct. 31, 2019$ / sharesshares | |
Unvested, number of unites (in shares) | shares | |
Unvested, weighted average grant-date fair value (in dollars per share) | $ / shares | |
Granted, number of unites (in shares) | shares | 5,885,809 |
Granted, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 4.42 |
Vested, number of unites (in shares) | shares | |
Vested, weighted average grant-date fair value (in dollars per share) | $ / shares | |
Forfeited, number of unites (in shares) | shares | (130,350) |
Forfeited, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 4.58 |
Unvested, number of unites (in shares) | shares | 5,755,459 |
Unvested, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 4.44 |
Note 16 - Earnings Per Share (D
Note 16 - Earnings Per Share (Details Textual) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 05, 2018shares | Oct. 31, 2019shares | Oct. 31, 2019 | Oct. 31, 2018shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 932,746 | |||
Dividends, Common Stock, Ratio | 1 | |||
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 13,017,777 | |||
Unvested Stock Awards [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,600,000 | |||
Vested Stock Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,200,000 | |||
Unvested Stock Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 900,000 | |||
Series A Preferred Stocks [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,500,000 |
Note 16 - Earnings Per Share -
Note 16 - Earnings Per Share - Calculation of Basic and Diluted EPS (Details) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 05, 2018 | Oct. 31, 2019 | Oct. 31, 2019 | Oct. 31, 2018 | |
Net income (loss) | $ (22,575,000) | $ (9,912,000) | $ (9,912,000) | $ 28,382,000 |
Less: Undistributed earnings allocated to participating securities | (6,365,000) | |||
Less: Preferred stock - cumulative dividends | (126,000) | (1,623,000) | (1,428,000) | |
Net income (loss) attributable to common stockholders (numerator for basic earnings per share) | (22,701,000) | (11,535,000) | 20,589,000 | |
Add back: Undistributed earnings allocated to participating securities | $ 6,365,000 | |||
Less: Undistributed earnings reallocated to participating securities | ||||
Numerator for diluted earnings per share | $ (11,535,000) | |||
Weighted average shares - basic (in shares) | 7,576,289 | 41,445,508 | 7,576,289 | |
Weighted average shares - diluted (in shares) | 7,576,289 | 41,445,508 | 8,325,890 | |
Basic loss per share (in dollars per share) | $ (3) | $ (0.28) | $ 2.72 | |
Diluted loss per share (in dollars per share) | $ (3) | $ (0.28) | $ 2.47 | |
Less: Preferred stock - cumulative dividends | $ (126,000) | $ (1,623,000) | $ (1,428,000) | |
Less: Undistributed earnings allocated to preferred shares | (6,365,000) | |||
Net (loss) income available to common shareholders | $ (22,701,000) | $ (11,535,000) | $ 20,589,000 | |
Dilutive effect of stock options (in shares) | 749,601 | |||
Antidilutive stock options (in shares) | 932,746 |
Note 17 - Employee Benefits P_3
Note 17 - Employee Benefits Plan (Details Textual) - USD ($) $ in Millions | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Dec. 05, 2018 | Oct. 31, 2019 | Oct. 31, 2018 | |
Defined Benefit Plan, Plan Assets, Contributions by Employer | $ 0.1 | $ 0.8 | $ 0.6 |
Camfaud [Member] | Small Self-Administered Scheme [Member] | |||
Defined Benefit Plan, Plan Assets, Contributions by Employer | $ 0.1 | $ 0.2 | $ 0.2 |
Note 17 - Employee Benefits P_4
Note 17 - Employee Benefits Plan - Summary of Contributions to Multiemployer Pension Plans (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Oct. 31, 2019 | Oct. 31, 2018 | |
Total Contributions | $ 1,111 | $ 942 |
Retirement Plan Contribution in California [Member] | ||
Total Contributions | 581 | 492 |
Retirement Plan Contribution in Oregon [Member] | ||
Total Contributions | 288 | 233 |
Retirement Plan Contribution in Washington [Member] | ||
Total Contributions | $ 242 | $ 217 |
Note 18 - Segment Reporting (De
Note 18 - Segment Reporting (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Dec. 05, 2018 | Oct. 31, 2019 | Oct. 31, 2018 | |
Capital Expenditures Incurred but Not yet Paid | $ 16,417 | $ 355 | |
US Concrete Pumping [Member] | |||
Capital Expenditures Incurred but Not yet Paid | 22,400 | 22,700 | |
UK Concrete Pumping [Member] | |||
Capital Expenditures Incurred but Not yet Paid | 4,800 | 2,300 | |
US Concrete Waste Management Services [Member] | |||
Capital Expenditures Incurred but Not yet Paid | $ 5,600 | $ 3,500 |
Note 18 - Segment Reporting - O
Note 18 - Segment Reporting - Operating Information (Details) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 05, 2018 | Oct. 31, 2019 | Oct. 31, 2019 | Oct. 31, 2018 | |
Revenue | $ 24,396,000 | $ 258,565,000 | $ 243,223,000 | |
(Loss) income before income taxes | (26,767,000) | (13,215,000) | 18,597,000 | |
EBITDA | (22,410,000) | 74,317,000 | 65,645,000 | |
Net income (loss) | (22,575,000) | (9,912,000) | $ (9,912,000) | 28,382,000 |
Interest expense, net | 1,644,000 | 34,880,000 | 21,425,000 | |
Income tax expense (benefit) | (4,192,000) | (3,303,000) | (9,784,000) | |
Depreciation and amortization | 2,713,000 | 52,652,000 | 25,623,000 | |
Interest expense, net | (1,644,000) | (34,880,000) | (21,425,000) | |
Transaction costs | 30,562,000 | 1,521,000 | 7,590,000 | |
Corporate, Non-Segment [Member] | ||||
Revenue | 242,000 | 2,258,000 | ||
(Loss) income before income taxes | 155,000 | 1,848,000 | 2,114,000 | |
EBITDA | 180,000 | 2,577,000 | 2,366,000 | |
Interest expense, net | 4,000 | |||
Depreciation and amortization | 25,000 | 729,000 | 248,000 | |
Interest expense, net | (4,000) | |||
Transaction costs | 30,562,000 | |||
Intersegment Eliminations [Member] | ||||
Revenue | (276,000) | (2,524,000) | ||
US Concrete Pumping [Member] | Operating Segments [Member] | ||||
Revenue | 16,659,000 | 187,031,000 | 164,306,000 | |
(Loss) income before income taxes | (27,354,000) | (17,689,000) | 2,482,000 | |
EBITDA | (24,565,000) | 46,729,000 | 34,966,000 | |
Interest expense, net | 1,154,000 | 32,173,000 | 17,247,000 | |
Depreciation and amortization | 1,635,000 | 32,245,000 | 15,237,000 | |
Interest expense, net | (1,154,000) | (32,173,000) | (17,247,000) | |
Transaction costs | 1,521,000 | 7,590,000 | ||
UK Concrete Pumping [Member] | ||||
(Loss) income before income taxes | 207,000 | 1,661,000 | 3,521,000 | |
UK Concrete Pumping [Member] | Operating Segments [Member] | ||||
Revenue | 5,143,000 | 44,021,000 | 50,448,000 | |
EBITDA | 1,587,000 | 13,173,000 | 15,754,000 | |
Interest expense, net | 490,000 | 2,705,000 | 4,173,000 | |
Depreciation and amortization | 890,000 | 8,807,000 | 8,060,000 | |
Interest expense, net | (490,000) | (2,705,000) | (4,173,000) | |
US Concrete Waste Management Services [Member] | ||||
(Loss) income before income taxes | 225,000 | 965,000 | 10,480,000 | |
US Concrete Waste Management Services [Member] | Operating Segments [Member] | ||||
Revenue | 2,628,000 | 27,779,000 | 28,469,000 | |
EBITDA | 388,000 | 11,838,000 | 12,559,000 | |
Interest expense, net | 2,000 | 1,000 | ||
Depreciation and amortization | 163,000 | 10,871,000 | 2,078,000 | |
Interest expense, net | $ (2,000) | $ (1,000) |
Note 18 - Segment Reporting - T
Note 18 - Segment Reporting - Total Assets by Segment (Details) - USD ($) $ in Thousands | Oct. 31, 2019 | Oct. 31, 2018 |
Total assets | $ 871,365 | $ 370,144 |
Corporate, Non-Segment [Member] | ||
Total assets | 24,223 | 20,259 |
Intersegment Eliminations [Member] | ||
Total assets | (66,323) | |
US Concrete Pumping [Member] | Operating Segments [Member] | ||
Total assets | 637,384 | 277,936 |
UK Concrete Pumping [Member] | Operating Segments [Member] | ||
Total assets | 138,435 | 39,167 |
US Concrete Waste Management Services [Member] | Operating Segments [Member] | ||
Total assets | $ 137,646 | $ 32,782 |
Note 18 - Segment Reporting - R
Note 18 - Segment Reporting - Revenue and Long-Lived Assets by Geographical Areas (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Dec. 05, 2018 | Oct. 31, 2019 | Oct. 31, 2018 | |
Revenue | $ 24,396 | $ 258,565 | $ 243,223 |
Long Lived Assets | 307,415 | 201,915 | |
UNITED STATES | |||
Revenue | 19,253 | 214,544 | 192,775 |
Long Lived Assets | 263,363 | 167,369 | |
UNITED KINGDOM | |||
Revenue | $ 5,143 | 44,021 | 50,448 |
Long Lived Assets | $ 44,052 | $ 34,546 |
Note 19 - Related-party Trans_2
Note 19 - Related-party Transactions (Details Textual) - USD ($) | Sep. 01, 2019 | May 14, 2019 | Dec. 05, 2018 | Oct. 31, 2019 | Oct. 31, 2018 | Aug. 31, 2019 |
Business Combination, Acquisition Related Costs | $ 14,167,000 | $ 1,521,000 | $ 7,590,000 | |||
PGP Advisors, LLC [Member] | ||||||
Business Combination, Acquisition Related Costs | 500,000 | |||||
PGP Advisors, LLC [Member] | Management Services Agreement [Member] | ||||||
Related Party Transaction, Amounts of Transaction, Annual Fee | $ 2,000,000 | $ 4,000,000 | ||||
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party | $ 0 | $ 4,300,000 | ||||
Public Offering [Member] | ||||||
Stock Issued During Period, Shares, New Issues | 18,098,166 | |||||
Shares Issued, Price Per Share | $ 4.50 | |||||
Public Offering [Member] | Directors, Officers, Stockholders [Member] | ||||||
Stock Issued During Period, Shares, New Issues | 3,980,166 | |||||
Aggregate Common Stock Purchased | 3,980,166 | |||||
Shares Issued, Price Per Share | $ 4.50 | |||||
Percentage of Shares Issued | 25.00% |