Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Jul. 31, 2020 | Sep. 08, 2020 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0001703956 | |
Entity Registrant Name | CONCRETE PUMPING HOLDINGS, INC. | |
Amendment Flag | false | |
Current Fiscal Year End Date | --10-31 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jul. 31, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-38166 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 83-1779605 | |
Entity Address, Address Line One | 500 E. 84th Avenue, Suite A-5 | |
Entity Address, City or Town | Thornton | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80229 | |
City Area Code | 303 | |
Local Phone Number | 289-7497 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | BBCP | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 58,200,084 |
Consolidated Balance Sheets (Cu
Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Jul. 31, 2020 | Oct. 31, 2019 |
ASSETS | ||
Cash and cash equivalents | $ 4,131 | $ 7,473 |
Trade receivables, net | 44,365 | 45,957 |
Inventory | 5,339 | 5,254 |
Income taxes receivable | 4,766 | 697 |
Prepaid expenses and other current assets | 4,631 | 3,378 |
Total current assets | 63,232 | 62,759 |
Property, plant and equipment, net | 305,896 | 307,415 |
Intangible assets, net | 192,228 | 222,293 |
Goodwill | 223,565 | 276,088 |
Other non-current assets | 1,782 | 1,813 |
Deferred financing costs | 814 | 997 |
Total assets | 787,517 | 871,365 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Revolving loan | 12,990 | 23,555 |
Term loans, current portion | 20,888 | 20,888 |
Current portion of capital lease obligations | 95 | 91 |
Accounts payable | 5,910 | 7,408 |
Accrued payroll and payroll expenses | 11,183 | 9,177 |
Accrued expenses and other current liabilities | 21,493 | 28,106 |
Income taxes payable | 1,348 | 1,153 |
Deferred consideration | 0 | 1,708 |
Total current liabilities | 73,907 | 92,086 |
Long term debt, net of discount for deferred financing costs | 348,183 | 360,938 |
Capital lease obligations, less current portion | 405 | 477 |
Deferred income taxes | 69,257 | 69,049 |
Total liabilities | 491,752 | 522,550 |
Zero-dividend convertible perpetual preferred stock, $0.0001 par value, 2,450,980 shares issued and outstanding as of July 31, 2020 and October 31, 2019 | 25,000 | 25,000 |
Stockholders' equity | ||
Common stock, $0.0001 par value, 500,000,000 shares authorized, 58,200,084 and 58,253,220 issued and outstanding as of July 31, 2020 and October 31, 2019, respectively | 6 | 6 |
Additional paid-in capital | 354,696 | 350,489 |
Treasury stock | (131) | 0 |
Accumulated other comprehensive income (loss) | 1,008 | (599) |
(Accumulated deficit) | (84,814) | (26,081) |
Total stockholders' equity | 270,765 | 323,815 |
Total liabilities and stockholders' equity | $ 787,517 | $ 871,365 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares | Jul. 31, 2020 | Oct. 31, 2019 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, issued (in shares) | 2,450,980 | 2,450,980 |
Preferred stock, outstanding (in shares) | 2,450,980 | 2,450,980 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, issued (in shares) | 58,200,084 | 58,253,220 |
Common stock, outstanding (in shares) | 58,200,084 | 58,253,220 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
Dec. 05, 2018 | Jul. 31, 2020 | Jul. 31, 2019 | Jul. 31, 2019 | Jul. 31, 2020 | |
Revenue | $ 24,396 | $ 77,131 | $ 78,655 | $ 174,613 | $ 225,111 |
Cost of operations | 14,027 | 39,330 | 39,665 | 98,396 | 123,295 |
Gross profit | 10,369 | 37,801 | 38,990 | 76,217 | 101,816 |
General and administrative expenses | 4,936 | 26,954 | 28,159 | 63,693 | 79,941 |
Goodwill and intangibles impairment | 0 | 0 | 0 | 0 | 57,944 |
Transaction costs | 14,167 | 0 | 176 | 1,458 | 0 |
Income (loss) from operations | (8,734) | 10,847 | 10,655 | 11,066 | (36,069) |
Other income (expense): | |||||
Interest expense, net | (1,644) | (8,364) | (9,843) | (24,753) | (26,632) |
Loss on extinguishment of debt | (16,395) | 0 | 0 | 0 | 0 |
Other income, net | 6 | 36 | 28 | 59 | 139 |
Total other expense | (18,033) | (8,328) | (9,815) | (24,694) | (26,493) |
Income (loss) before income taxes | (26,767) | 2,519 | 840 | (13,628) | (62,562) |
Income tax expense (benefit) | (4,192) | (462) | (1,922) | (3,115) | (3,829) |
Net income (loss) | (22,575) | 2,981 | 2,762 | (10,513) | (58,733) |
Less accretion of liquidation preference on preferred stock | (126) | (489) | (456) | (1,159) | (1,432) |
Income (loss) available to common shareholders | $ (22,701) | $ 2,492 | $ 2,306 | $ (11,672) | $ (60,165) |
Weighted average common shares outstanding | |||||
Basic (in shares) | 7,576,289 | 52,782,663 | 49,940,411 | 37,155,182 | 52,752,884 |
Diluted (in shares) | 7,576,289 | 55,892,193 | 53,122,690 | 37,155,182 | 52,752,884 |
Net income (loss) per common share | |||||
Basic (in dollars per share) | $ (3) | $ 0.05 | $ 0.05 | $ (0.31) | $ (1.14) |
Diluted (in dollars per share) | $ (3) | $ 0.04 | $ 0.05 | $ (0.31) | $ (1.14) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
Dec. 05, 2018 | Jul. 31, 2020 | Jul. 31, 2019 | Jul. 31, 2019 | Jul. 31, 2020 | |
Net income (loss) | $ (22,575) | $ 2,981 | $ 2,762 | $ (10,513) | $ (58,733) |
Other comprehensive income (loss): | |||||
Foreign currency translation adjustment | (674) | 3,821 | (4,535) | (6,441) | 1,607 |
Total comprehensive income (loss) | $ (23,249) | $ 6,802 | $ (1,773) | $ (16,954) | $ (57,126) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member]Common Class A [Member] | Common Stock [Member]Common Class B [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Treasury Stock [Member] | Common Class A [Member] | Total |
Balance at Oct. 31, 2018 | $ 8 | $ 18,724 | $ 584 | $ 26,704 | $ 46,020 | ||||
Net income (loss) | 0 | 0 | 0 | (22,575) | (22,575) | ||||
Stock-based compensation | 0 | 27 | 0 | 0 | 27 | ||||
Foreign currency translation adjustment | 0 | 0 | (674) | 0 | (674) | ||||
Balance at Dec. 05, 2018 | 8 | 18,751 | (90) | 4,129 | 22,798 | ||||
Balance at Dec. 06, 2018 | $ 0 | $ 1 | 12,433 | 0 | (7,434) | 5,000 | |||
Redemption of Class A common stock | $ (231,400) | ||||||||
Balance at Dec. 05, 2018 | 8 | 18,751 | (90) | 4,129 | 22,798 | ||||
Net income (loss) | (10,513) | ||||||||
Balance at Jul. 31, 2019 | 6 | 0 | 348,856 | (6,441) | (26,682) | 315,739 | |||
Balance at Dec. 06, 2018 | 0 | 1 | 12,433 | 0 | (7,434) | 5,000 | |||
Net income (loss) | 0 | 0 | 0 | 0 | (3,630) | (3,630) | |||
Foreign currency translation adjustment | 0 | 0 | 0 | (557) | 0 | (557) | |||
Balance at Jan. 31, 2019 | 3 | 0 | 261,808 | (557) | (14,641) | 246,613 | |||
Redemption of Class A common stock | 0 | 0 | (12,433) | 0 | (3,577) | (16,010) | |||
Issuance of Class A common stock | 1 | 0 | 96,900 | 0 | 0 | 96,901 | |||
Rollover of Class A common stock as a result of the Business Combination | 1 | 0 | 164,908 | 0 | 0 | 164,909 | |||
Conversion of Class B common stock | 1 | (1) | 0 | 0 | 0 | 0 | |||
Net income (loss) | 0 | 0 | 0 | 0 | (9,645) | (9,645) | |||
Stock-based compensation | 0 | 0 | 361 | 0 | 0 | 361 | |||
Foreign currency translation adjustment | 0 | 0 | 0 | (1,349) | 0 | (1,349) | |||
Balance at Apr. 30, 2019 | 4 | 0 | 269,846 | (1,906) | (29,444) | 238,500 | |||
Shares issued to acquire business | 0 | 0 | 1,150 | 0 | 0 | 1,150 | |||
Shares issued upon exercise of stock options and warrants | 0 | 0 | 1,370 | 0 | 0 | 1,370 | |||
Shares issued upon awards of restricted stock | 1 | 0 | (1) | 0 | 0 | 0 | |||
Issuance of shares in exchange for warrants | 0 | 0 | 5,158 | 0 | (5,158) | 0 | |||
Net income (loss) | 0 | 0 | 0 | 0 | 2,762 | 2,762 | |||
Stock-based compensation | 0 | 0 | 1,625 | 0 | 0 | 1,625 | |||
Foreign currency translation adjustment | 0 | 0 | 0 | (4,535) | 0 | (4,535) | |||
Balance at Jul. 31, 2019 | 6 | 0 | 348,856 | (6,441) | (26,682) | 315,739 | |||
Issuance of Class A common stock | $ 2 | $ 0 | 77,385 | 0 | 0 | 77,387 | |||
Balance at Oct. 31, 2019 | 6 | 350,489 | (599) | (26,081) | $ 0 | 323,815 | |||
Net income (loss) | 0 | 0 | 0 | (2,746) | 0 | (2,746) | |||
Stock-based compensation | 0 | 1,467 | 0 | 0 | 0 | 1,467 | |||
Foreign currency translation adjustment | 0 | 0 | 1,971 | 0 | 0 | 1,971 | |||
Balance at Jan. 31, 2020 | 6 | 351,956 | 1,372 | (28,827) | (131) | 324,376 | |||
Shares issued upon exercise of stock options and warrants | 0 | 0 | 0 | 0 | (131) | (131) | |||
Balance at Oct. 31, 2019 | 6 | 350,489 | (599) | (26,081) | 0 | 323,815 | |||
Net income (loss) | (58,733) | ||||||||
Balance at Jul. 31, 2020 | 6 | 354,696 | 1,008 | (84,814) | (131) | 270,765 | |||
Balance at Jan. 31, 2020 | 6 | 351,956 | 1,372 | (28,827) | (131) | 324,376 | |||
Net income (loss) | 0 | 0 | 0 | (58,968) | 0 | (58,968) | |||
Stock-based compensation | 0 | 1,383 | 0 | 0 | 0 | 1,383 | |||
Foreign currency translation adjustment | 0 | 0 | (4,185) | 0 | 0 | (4,185) | |||
Balance at Apr. 30, 2020 | 6 | 353,339 | (2,813) | (87,795) | (131) | 262,606 | |||
Net income (loss) | 0 | 0 | 0 | 2,981 | 0 | 2,981 | |||
Stock-based compensation | 0 | 1,357 | 0 | 0 | 0 | 1,357 | |||
Foreign currency translation adjustment | 0 | 0 | 3,821 | 0 | 0 | 3,821 | |||
Balance at Jul. 31, 2020 | $ 6 | $ 354,696 | $ 1,008 | $ (84,814) | $ (131) | $ 270,765 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 1 Months Ended | 8 Months Ended | 9 Months Ended |
Dec. 05, 2018 | Jul. 31, 2019 | Jul. 31, 2020 | |
Net loss | $ (22,575) | $ (10,513) | $ (58,733) |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Goodwill and intangibles impairment | 0 | 0 | 57,944 |
Depreciation | 14,125 | 19,537 | |
Deferred income taxes | (2,983) | 92 | |
Amortization of deferred financing costs | 1,385 | 3,094 | |
Write off deferred debt issuance costs | 0 | 0 | |
Amortization of debt premium | 0 | 0 | |
Amortization of intangible assets | 700 | 22,235 | 25,290 |
Stock-based compensation expense | 1,986 | 4,207 | |
Prepayment penalty on early extinguishment of debt | 0 | 0 | |
Net (loss) gain on the sale of property, plant and equipment | 420 | (944) | |
Payment of contingent consideration in excess of amounts established in purchase accounting | 0 | (526) | |
Net changes in operating assets and liabilities (net of acquisitions): | |||
Trade receivables, net | (4,346) | 1,668 | |
Inventory | (143) | (63) | |
Prepaid expenses and other current assets | (4,209) | (3,520) | |
Income taxes payable, net | (279) | (3,899) | |
Accounts payable | (7,666) | (1,489) | |
Accrued payroll, accrued expenses and other current liabilities | (8,587) | 10,826 | |
Net cash provided by operating activities | 1,425 | 53,484 | |
Cash flows from investing activities: | |||
Purchases of property, plant and equipment | (29,700) | (36,658) | |
Proceeds from sale of property, plant and equipment | 1,546 | 6,392 | |
Cash withdrawn from Industrea Trust Account | 238,474 | 0 | |
Net cash (used in) investing activities | (370,589) | (30,266) | |
Cash flows from financing activities: | |||
Proceeds on long term debt | 417,000 | 0 | |
Payments on long term debt | (9,747) | (15,666) | |
Proceeds on revolving loan | 161,123 | 206,420 | |
Payments on revolving loan | (128,932) | (217,162) | |
Payment of debt issuance costs | (23,708) | 0 | |
Redemption of common shares | (231,415) | 0 | |
Payments on capital lease obligations | (56) | (67) | |
Purchase of treasury stock | 0 | (131) | |
Issuance of preferred shares | 25,000 | 0 | |
Payment of underwriting fees | (8,050) | 0 | |
Payment of contingent consideration established in purchase accounting | 0 | (1,161) | |
Proceeds on exercise of rollover incentive options | 1,370 | 0 | |
Net cash provided by (used in) financing activities | 376,872 | (27,767) | |
Effect of foreign currency exchange rate on cash | (3,183) | 1,207 | |
Net increase (decrease) in cash | 4,525 | (3,342) | |
Cash: | |||
Beginning of period | 4 | 7,473 | |
End of period | 4 | 4,529 | 4,131 |
Supplemental cash flow information: | |||
Cash paid for interest | 20,696 | 24,017 | |
Cash paid for income taxes | 1,860 | 343 | |
Non-cash investing and financing activities: | |||
Fair value of rollover equity for Business Combination | 164,909 | 0 | |
Equipment purchases included in accrued expenses and accounts payable | 7,658 | 2,397 | |
Shares issued to acquire a business | 1,150 | 0 | |
Holdbacks related to the acquisition of a business | 181 | 0 | |
CPH Acquisition [Member] | |||
Cash flows from investing activities: | |||
Acquisition of net assets, net of cash acquired - CPH acquisition | (449,434) | 0 | |
Capital Acquisition [Member] | |||
Cash flows from investing activities: | |||
Acquisition of net assets, net of cash acquired - CPH acquisition | (129,218) | 0 | |
Other Business Combinations [Member] | |||
Cash flows from investing activities: | |||
Acquisition of net assets, net of cash acquired - CPH acquisition | (2,257) | 0 | |
December 2018 Issuance [Member] | |||
Cash flows from financing activities: | |||
Issuance of common shares | 96,900 | 0 | |
May 2019 Issuance [Member] | |||
Cash flows from financing activities: | |||
Issuance of common shares | 77,387 | $ 0 | |
The Predecessor [Member] | |||
Net loss | (22,575) | ||
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Goodwill and intangibles impairment | 0 | ||
Depreciation | 2,060 | ||
Deferred income taxes | (4,355) | ||
Amortization of deferred financing costs | 152 | ||
Write off deferred debt issuance costs | 3,390 | ||
Amortization of debt premium | (11) | ||
Amortization of intangible assets | 653 | ||
Stock-based compensation expense | 27 | ||
Prepayment penalty on early extinguishment of debt | 13,004 | ||
Net (loss) gain on the sale of property, plant and equipment | (166) | ||
Payment of contingent consideration in excess of amounts established in purchase accounting | 0 | ||
Net changes in operating assets and liabilities (net of acquisitions): | |||
Trade receivables, net | 485 | ||
Inventory | (294) | ||
Prepaid expenses and other current assets | (1,283) | ||
Income taxes payable, net | 203 | ||
Accounts payable | (654) | ||
Accrued payroll, accrued expenses and other current liabilities | 17,280 | ||
Net cash provided by operating activities | 7,916 | ||
Cash flows from investing activities: | |||
Purchases of property, plant and equipment | (503) | ||
Proceeds from sale of property, plant and equipment | 364 | ||
Cash withdrawn from Industrea Trust Account | 0 | ||
Net cash (used in) investing activities | (139) | ||
Cash flows from financing activities: | |||
Proceeds on long term debt | 0 | ||
Payments on long term debt | 0 | ||
Proceeds on revolving loan | 4,693 | ||
Payments on revolving loan | (20,056) | ||
Payment of debt issuance costs | 0 | ||
Redemption of common shares | 0 | ||
Payments on capital lease obligations | (7) | ||
Purchase of treasury stock | 0 | ||
Issuance of preferred shares | 0 | ||
Payment of underwriting fees | 0 | ||
Payment of contingent consideration established in purchase accounting | 0 | ||
Proceeds on exercise of rollover incentive options | 0 | ||
Net cash provided by (used in) financing activities | (15,370) | ||
Effect of foreign currency exchange rate on cash | (70) | ||
Net increase (decrease) in cash | (7,663) | ||
Cash: | |||
Beginning of period | 8,621 | $ 958 | |
End of period | 958 | ||
Supplemental cash flow information: | |||
Cash paid for interest | 201 | ||
Cash paid for income taxes | 0 | ||
Non-cash investing and financing activities: | |||
Fair value of rollover equity for Business Combination | 0 | ||
Equipment purchases included in accrued expenses and accounts payable | 0 | ||
Shares issued to acquire a business | 0 | ||
Holdbacks related to the acquisition of a business | 0 | ||
The Predecessor [Member] | CPH Acquisition [Member] | |||
Cash flows from investing activities: | |||
Acquisition of net assets, net of cash acquired - CPH acquisition | 0 | ||
The Predecessor [Member] | Capital Acquisition [Member] | |||
Cash flows from investing activities: | |||
Acquisition of net assets, net of cash acquired - CPH acquisition | |||
The Predecessor [Member] | Other Business Combinations [Member] | |||
Cash flows from investing activities: | |||
Acquisition of net assets, net of cash acquired - CPH acquisition | 0 | ||
The Predecessor [Member] | December 2018 Issuance [Member] | |||
Cash flows from financing activities: | |||
Issuance of common shares | 0 | ||
The Predecessor [Member] | May 2019 Issuance [Member] | |||
Cash flows from financing activities: | |||
Issuance of common shares | $ 0 |
Note 1 - Organization and Descr
Note 1 - Organization and Description of Business | 9 Months Ended |
Jul. 31, 2020 | |
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 Thornton (near 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 contractor 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 branch locations across 22 states, with its corporate headquarters in Thornton (near Denver), Colorado. Camfaud has 30 branch locations throughout the U.K., with its corporate headquarters in Epping (near London), England. Eco-Pan provides industrial cleanup and containment services, primarily to customers in the construction industry in the U.S. and the U.K. Eco-Pan uses containment pans specifically designed to hold waste products from concrete and other industrial cleanup operations. Eco-Pan has 16 one Seasonality The Company’s sales are historically seasonal, with lower revenue volumes typically in the first second first second Impacts of COVID- 19 In December 2019, 19” March 11, 2020, 19 March 13, 2020, 19 may may In the final month of the second 2020, 19 third July 31, 2020. 2020 19 In addition, the COVID- 19 2020 second April 30, 2020. no 2020 third 2 8 may 19 |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 9 Months Ended |
Jul. 31, 2020 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | Note 2. Basis of presentation The accompanying Unaudited Consolidated Financial Statements have been prepared, without audit, 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”). Accordingly, they do not July 31, 2020 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 accounts of the Company and its subsidiaries. The Predecessor Consolidated Financial Statements include all accounts of CPH and its subsidiaries. All intercompany balances and transactions have been eliminated. Use of estimates The preparation of financial statements in conformity with 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 revenue 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 $0.7 million and $0.6 million as of July 31, 2020 October 31, 2019, Inventory Inventory consists primarily of replacement parts for concrete pumping equipment. Inventories are stated at the lower of cost ( first first no July 31, 2020 October 31, 2019. Fair Value Measurements The Financial Accounting Standard Board's (the “FASB”) 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 sheets. Debt issuance costs related to revolving credit facilities are capitalized and reflected in deferred financing in the accompanying consolidated balance sheets. Goodwill In accordance with ASC Topic 350, Intangibles–Goodwill and Other 350” may not two first no not second not During the second 2020, 19 19” one 2017 04, Intangibles — Goodwill and Other (ASC 350 2017 04” 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: In Years Buildings and improvements 15 to 40 Capital lease assets—buildings 40 Furniture and office equipment 2 to 7 Machinery and equipment 3 to 25 Transportation equipment 3 to 7 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 second 2020 8 Impairment of long-lived assets ASC 360, Property, Plant and Equipment 360 not No July 31, 2020. second 2020 Revenue recognition The Company generates revenues primarily from concrete pumping services in both the U.S. and U.K. Additionally, revenue is generated from the Company’s waste management business which consists of service fees charged to customers for the delivery of its 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 its revenue-producing transactions with customers and remits those taxes to the various governmental authorities as prescribed by the taxing jurisdictions in which it operates. The Company presents such taxes in its consolidated statement of operations 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 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 The Company's U.K. Operations segment files income tax returns in the U.K. and national statutes are generally open for one Foreign currency translation The functional currency of Camfaud is the Pound Sterling (GBP). The assets and liabilities of the Company's foreign subsidiaries are translated into U.S. Dollars using the period end exchange rates for the periods presented, and the consolidated statements of operations are translated at the average exchange rate for the periods presented. 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. 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. Business combinations The Company applies the principles provided in ASC 805, Business Combinations (“ASC 805” 805. Concentrations As of July 31, 2020, October 31, 2019, 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 | 9 Months Ended |
Jul. 31, 2020 | |
Notes to Financial Statements | |
Accounting Standards Update and Change in Accounting Principle [Text Block] | Note 3. The Company has 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 January 2017, No. 2017 01, Business Combinations (ASC 805 2017 01” 2017 01 not December 15, 2018, December 15, 2019. first 2020. no not In August 2016, No. 2016 15, Statement of Cash Flows (Topic 230 2016 15” zero 2016 15 December 15, 2018, December 15, 2019. first 2020 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 2020 05 2014 09 December 15, 2019 December 15, 2020 fourth October 31, 2021. not 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 that have elected to use private company adoption dates for fiscal years beginning after December 15, 2021, December 15, 2022. October 31, 2022. In June 2016, No. 2016 13, Financial Instruments—Credit Losses (Topic 326 December 15, 2022, October 31, 2022. In March 2020, 2020 04, Reference Rate Reform (Topic 848 2020 04” 2020 04 may March 12, 2020 December 31, 2022. |
Note 4 - Business Combinations
Note 4 - Business Combinations | 9 Months Ended |
Jul. 31, 2020 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | Note 4. May 2019 On May 15, 2019, 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: 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 million and a trade name valued at $5.5 million. The customer relationships were valued using the multi-period excess earnings method. The Company determined the useful life of the customer relationships to be 15 years. The trade name was valued using the relief-from-royalty method and the Company determined the trade name associated with Capital to be indefinite. 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 $ 48,912 Intangible assets 208,063 Property and equipment 219,467 Liabilities assumed (110,245 ) Total net assets acquired 366,197 Goodwill $ 248,147 Note: Cash in table above is net of $1.0 million in cash acquired Identifiable intangible assets acquired consist of customer relationships of $152.7 million and trade names of $55.4 million. The customer relationships were valued using the multi-period excess earnings method. The Company determined the useful life of the customer relationships to be 15 years. The trade names were valued using the relief-from-royalty method. The Company determined the useful life of the trade name associated with Camfaud to be 10 years. The Company determined the trade names associated with Brundage-Bone and Eco-Pan to be indefinite. During the Successor period from December 6, 2018 October 31, 2019, not CPH incurred transaction costs of $14.2 million and debt extinguishment costs of $16.4 million independently prior to the Business Combination. 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 million of transaction bonuses and, as a result of a change in control provision for stock-based awards, certain unvested stock-based awards immediately vested, resulting in the recognition of compensation expense of approximately $0.6 million. These expenses were not 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, 2018. not November 1, 2018, not The unaudited pro forma financial information is as follows: (in thousands) Nine Months Ended July 31, 2020 Nine Months Ended July 31, 2019 Revenue $ 225,111 $ 24,396 Pro forma revenue adjustments by Business Combination Capital - 26,829 CPH - 174,613 Total pro forma revenue $ 225,111 $ 225,838 (in thousands) Nine Months Ended July 31, 2020 Nine Months Ended July 31, 2019 Net loss $ (58,733 ) $ (22,575 ) Pro forma net income (loss) adjustments by Business Combination Capital - 2,868 CPH - (10,513 ) Total pro forma net loss $ (58,733 ) $ (30,220 ) |
Note 5 - Fair Value Measurement
Note 5 - Fair Value Measurement | 9 Months Ended |
Jul. 31, 2020 | |
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 July 31, 2020 October 31, 2019 July 31, October 31, 2020 2019 (in thousands) Carrying Value Fair Value Carrying Value Fair Value Term loans $ 386,427 $ 359,377 $ 402,094 $ 394,052 Capital lease obligations 500 500 568 568 In connection with the acquisition of Camfaud in November 2016, 805, not 3 October 31, 2019, 3 2020 first July 31, 2020. 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 | 9 Months Ended |
Jul. 31, 2020 | |
Notes to Financial Statements | |
Other Current Assets [Text Block] | Note 6. The significant components of prepaid expenses and other current assets at July 31, 2020 October 31, 2019 July 31, October 31, (in thousands) 2020 2019 Prepaid insurance $ 3,358 $ 1,416 Prepaid licenses and deposits 363 528 Prepaid rent 533 485 Other prepaids 377 949 Total prepaid expenses and other current assets $ 4,631 $ 3,378 |
Note 7 - Property, Plant and Eq
Note 7 - Property, Plant and Equipment | 9 Months Ended |
Jul. 31, 2020 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | Note 7. The significant components of property, plant and equipment at July 31, 2020 October 31, 2019 July 31, October 31, (in thousands) 2020 2019 Land, building and improvements $ 26,682 $ 26,085 Capital leases—land and buildings 828 828 Machinery and equipment 311,903 295,741 Transportation equipment 2,213 2,223 Furniture and office equipment 1,184 1,209 Property, plant and equipment, gross 342,810 326,086 Less accumulated depreciation (36,914 ) (18,671 ) Property, plant and equipment, net $ 305,896 $ 307,415 Depreciation expense for the three nine July 31, 2020 three July 31, 2019 December 6, 2018 July 31, 2019 November 1, 2018 December 5, 2018 |
Note 8 - Goodwill and Intangibl
Note 8 - Goodwill and Intangible Assets | 9 Months Ended |
Jul. 31, 2020 | |
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 During the second 2020, 19. third April 30, 2020. The valuation methodology used to value the trade-names was based on the relief-from-royalty method which is an income based measure that derives the value from total revenue growth projected and what percentage is attributable to the trade name. As a result of the analysis, the Company identified that the fair value of its Brundage-Bone Concrete Pumping trade name was approximately 11.8% below its carrying value and as such, recorded a non-cash impairment charge of $5.0 million in intangibles impairment in its consolidated statements of operations for both the three six April 30, 2020. July 31, 2020. July 31, 2020, The goodwill impairment test was performed on the Company’s U.S. Concrete Pumping, U.S. Concrete Waste Management Services, and U.K. Operations reporting units. The valuation methodologies used to value the reporting units included the discounted cash flow method (income approach) and the guideline public company method (market approach). As a result of the goodwill impairment analysis, the Company identified that the fair values of its U.S. Concrete Pumping and U.K. Operations reporting units were approximately 6.9% and 14.8% below their carrying values, respectively. As such, the Company recorded non-cash impairment charges of $38.5 million and $14.4 million to its U.S. Concrete Pumping and U.K. Operations reporting units, respectively, in goodwill impairment in its consolidated statements of operations for both the three six April 30, 2020. The factors leading to the impairment of the Company's goodwill and intangibles were primarily due to ( 1 19 2 19. 19 There were no 2020 third may 19 1. The following table summarizes the composition of intangible assets at July 31, 2020 October 31, 2019: July 31, October 31, 2020 2019 Gross Foreign Currency Net Gross Foreign Currency Net Carrying Accumulated Translation Carrying Carrying Accumulated Translation Carrying (in thousands) Value Impairments Amortization Adjustment Amount Value Amortization Adjustment Amount Customer relationship $ 193,913 $ - $ (56,721 ) $ (216 ) $ 136,976 $ 193,594 $ (31,861 ) $ (62 ) $ 161,671 Trade name 5,516 - (883 ) (29 ) 4,604 5,434 (483 ) (7 ) 4,944 Trade name (indefinite life) 55,500 (5,000 ) - - 50,500 55,500 - - 55,500 Noncompete agreements 200 - (52 ) - 148 200 (22 ) - 178 Total intangibles $ 255,129 $ (5,000 ) $ (57,656 ) $ (245 ) $ 192,228 $ 254,728 $ (32,366 ) $ (69 ) $ 222,293 Amortization expense for the three nine July 31, 2020 three July 31, 2019 December 6, 2018 July 31, 2019 November 1, 2018 December 5, 2018 five October 31 (in thousands) 2020 (excluding the period from November 1, 2019 to July 31, 2020) $ 8,077 2021 26,831 2022 21,589 2023 17,159 2024 13,779 Thereafter 54,293 Total $ 141,728 The changes in the carrying value of goodwill by reportable segment for the quarter ended July 31, 2020 (in thousands) U.S. Concrete Pumping U.K. Operations U.S. Concrete Waste Management Services Corporate Total Balance at October 31, 2019 $ 185,782 $ 41,173 $ 49,133 $ - $ 276,088 Measurement-period adjustments 200 - - - 200 Impairments (38,500 ) (14,444 ) - - (52,944 ) Foreign currency translation - 221 - - 221 Balance at July 31, 2020 $ 147,482 $ 26,950 $ 49,133 $ - $ 223,565 |
Note 9 - Long Term Debt and Rev
Note 9 - Long Term Debt and Revolving Lines of Credit | 9 Months Ended |
Jul. 31, 2020 | |
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 million. This amount was increased in May 2019 ● The initial term loans advanced will mature and be due and payable in full seven ● Borrowings under the Term Loan Agreement, will bear interest at either ( 1 2 ● 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 July 31, 2020 Future maturities of the term loans for fiscal years ending October 31 (in thousands) 2020 (excluding the period from November 1, 2019 to July 31, 2020) $ 5,222 2021 20,888 2022 20,888 2023 20,888 2024 20,888 Thereafter 297,653 Total $ 386,427 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 million; ● Borrowing capacity available for standby letters of credit of up to $7.5 million and for swing loan borrowings of up to $7.5 million. Any issuance of letters of credit or making of a swing loan will reduce the amount available under the ABL Facility; ● 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 will bear interest at either ( 1 2 two ● U.S. ABL Credit Agreement obligations will be secured by (i) a perfected first second ● U.K. ABL Credit Agreement obligations will be 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 July 31, 2020 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 million with a maturity date of September 8, 2022; ● Borrowings bear interest at the LIBOR rate plus an applicable margin that resets quarterly and is (a) 2.00%, (b) 2.25% or (c) 2.50% if the quarterly average excess availability is (a) at least 66.67%, (b) less than 66.67% and at least 33.33% and (c) less than 33.33%, respectively; ● Interest is due monthly and the outstanding principal balance was due upon maturity; ● On October 2, 2017, 3 ● Required Predecessor to maintain a maximum ratio of total fixed charges. U.K. Revolver The Predecessor had a revolving loan agreement (the “U.K. Revolver”) associated with the acquisition of Camfaud in November 2016. Senior secured notes In August 2014, 144A November 2016, Summarized terms of the Senior Notes were as follows: ● Maturity date on September 1, 2021. ● Interest rate of 10.375% per annum, payments due every 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, In September 2017, September 1, 2023. In April 2018, Seller notes In connection with the acquisitions of the Camfaud and Reilly Concrete Pumping Limited (“Reilly”) in November 2016 July 2017, 1 6 2 42 May 2020) 3 three July 2020). In connection with the Business Combination, the Company repaid its existing credit facilities in full and replaced them with the Term Loan Agreement and the ABL Credit Agreement. The Company also incurred an aggregate of $16.4 million of costs related to the extinguishment of its existing debts, including the write-off of unamortized borrowing costs and an early extinguishment fee paid to its lenders. The amount has been reflected as debt extinguishment costs in the Predecessor’s consolidated statement of income for the period ended December 5, 2018. The table below is a summary of the composition of the Company’s long-term debt balances at July 31, 2020 October 31, 2019. July 31, October 31, (in thousands) 2020 2019 Short term portion of term loan $ 20,888 $ 20,888 Long term portion of term loan 365,539 381,206 Total term loan 386,427 402,094 Less unamortized deferred financing costs (17,356 ) (20,268 ) Total debt $ 369,071 $ 381,826 |
Note 10 - Accrued Payroll and P
Note 10 - Accrued Payroll and Payroll Expenses | 9 Months Ended |
Jul. 31, 2020 | |
Notes to Financial Statements | |
Accrued Payroll and Payroll Expenses [Text Block] | Note 10. The following table summarizes accrued payroll and expenses at July 31, 2020 October 31, 2019: July 31, October 31, (in thousands) 2020 2019 Accrued vacation $ 3,468 $ 4,638 Accrued bonus 3,502 3,177 Other accrued 4,213 1,362 Total accrued payroll and payroll expenses $ 11,183 $ 9,177 |
Note 11 - Accrued Expenses and
Note 11 - Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Jul. 31, 2020 | |
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 July 31, 2020 October 31, 2019: July 31, October 31, (in thousands) 2020 2019 Accrued insurance $ 8,397 $ 6,105 Accrued interest 2,543 3,049 Accrued equipment purchases 2,397 15,343 Accrued sales and use tax 311 311 Accrued property taxes 723 915 Accrued professional fees 1,949 1,729 Accrued due to related party (refer to Note 12) 2,000 - Other 3,173 654 Total accrued expenses and other liabilities $ 21,493 $ 28,106 |
Note 12 - Income Taxes
Note 12 - Income Taxes | 9 Months Ended |
Jul. 31, 2020 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | Note 12. For the third July 31, 2020, For the first nine 2020, December 6, 2018 July 31, 2019, November 1, 2018 December 5, 2018, not The factors impacting comparability between our effective tax rates for the periods discussed above are as follows: ( 1 For the period ended December 5, 2018, ( 2 The Successor included $0.2 million of tax benefit in the estimated annual effective rate for the period ended July 31, 2019 July 31, 2020 December 5, 2018; ( 3 The Successor included $0.9 million of tax expense related to the increase in the deferred statutory U.K. corporate tax rate from 17% to 19% in the period ended July 31, 2020 ( 4 Of the $57.9 million of impairments recorded for goodwill and intangibles by the Company during the second 2020, ( 5 The Successor included a tax benefit of $1.4 million in the period ended July 31, 2020 ( 6 For the period ended July 31, 2020, ( 7 Changes in our estimated July 31, 2020 2019. At July 31, 2020 October 31, 2019, July 31, 2020 October 31, 2019 The Company had unrecognized tax benefits of $1.6 million and $1.7 million as of July 31, 2020 October 31, 2019, none On March 17, 2020, 1968 March 31, 2020 On March 27, 2020, 2018, 2019 2020 five 163 30 50 no July 31, 2020. may 13. During fiscal years 2016 2017, 34% 2018 2019, 2016 2017 March 31, 2020, 2020 third 2018. August 2020, 2019 no |
Note 13 - Commitments and Conti
Note 13 - Commitments and Contingencies | 9 Months Ended |
Jul. 31, 2020 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | Note 13. Insurance As of July 31, 2020 October 31, 2019, Deductible General liability $ 250,000 General liability (in the case of accident and driver has completed NationsBuilders Insurance Services driver training) $ 125,000 Automobile $ 100,000 Workers' compensation $ 250,000 We had accrued $6.5 million and $5.0 million, as of July 31, 2020 October 31, 2019, 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 July 31, 2020 October 31, 2019, not third third July 31, 2020 October 31, 2019, 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 million of standby letters of credit. As of July 31, 2020, |
Note 14 - Stockholders' Equity
Note 14 - Stockholders' Equity | 9 Months Ended |
Jul. 31, 2020 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | Note 14. 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. December 6, 2018, The Company’s amended and restated certificate of incorporation authorizes the issuance of 500,000,000 shares of common stock, par value $0.0001, and 10,000,000 shares of preferred stock, par value $0.0001. Immediately following the Business Combination, there were: • 28,847,707 shares of common stock issued and outstanding; • 34,100,000 warrants outstanding, each exercisable for one • 2,450,980 shares of zero On May 14, 2019, As discussed below, on April 29, 2019, July 31, 2020, no The Company’s Series A Preferred Stock does not June 6, 2019) 1:1 December 6, 2022 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 ( On April 26, 2019, April 29, 2019, no 2019 second July 31, 2020, no |
Note 15 - Stock-based Compensat
Note 15 - Stock-based Compensation | 9 Months Ended |
Jul. 31, 2020 | |
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 equivalent vested options in the Successor. No incremental compensation costs were recognized on conversion as the fair value of the options issued were equivalent to the fair value of the vested options of the Predecessor. Exercise prices for those options range from $0.87 to $6.09. During 2019, 2018 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, three nine July 31, 2020 three July 31, 2019 December 6, 2018 July 31, 2019 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 Predecessor The Predecessor accounted for share-based awards in accordance with ASC Topic 718 Compensation–Stock Compensation 718” 4 November 1, 2018 December 5, 2018 |
Note 16 - Earnings Per Share
Note 16 - Earnings Per Share | 9 Months Ended |
Jul. 31, 2020 | |
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 July 31, 2020 ( 1 2 3 4 5 The table below shows our basic and diluted EPS calculations for the three nine July 31, 2020, three July 31, 2019, December 6, 2018 July 31, 2019: Successor (in thousands, except share and per share amounts) Three Months Ended July 31, 2020 Three Months Ended July 31, 2019 Nine Months Ended July 31, 2020 December 6, 2018 through July 31, 2019 Net income (loss) (numerator): Net loss attributable to Concrete Pumping Holdings, Inc. $ 2,981 $ 2,762 $ (58,733 ) $ (10,513 ) Less: Accretion of liquidation preference on preferred stock (489 ) (456 ) (1,432 ) (1,159 ) Less: Undistributed earnings allocated to participating securities (42 ) (53 ) - - Net loss attributable to common stockholders (numerator for basic earnings per share) $ 2,450 $ 2,253 $ (60,165 ) $ (11,672 ) Add back: Accretion of liquidation preference on preferred stock 489 456 - - Add back: Undistributed earning allocated to participating securities 42 53 - - Less: Undistributed earnings reallocated to participating securities (41 ) (51 ) - - Numerator for diluted earnings (loss) per share $ 2,940 $ 2,711 $ (60,165 ) $ (11,672 ) Weighted average shares (denominator): Weighted average shares - basic 52,782,663 49,940,411 52,752,884 37,155,182 Weighted average shares - diluted 55,892,193 53,122,690 52,752,884 37,155,182 Basic income (loss) per share $ 0.05 $ 0.05 $ (1.14 ) $ (0.31 ) Diluted income (loss) per share $ 0.04 $ 0.05 $ (1.14 ) $ (0.31 ) 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: Predecessor (in thousands, except share and per share amounts) November 1, 2018 Net loss (numerator): Net loss income attributable to Concrete Pumping Holdings, Inc. $ (22,575 ) Less: Accretion of liquidation preference on preferred stock (126 ) Less: Undistributed earnings allocated to preferred shares - Net (loss) available to common shareholders $ (22,701 ) Weighted average shares (denominator): Weighted average shares - basic 7,576,289 Weighted average shares - diluted 7,576,289 Antidilutive stock options 932,746 Basic loss per share $ (3.00 ) Diluted loss per share $ (3.00 ) |
Note 17 - Segment Reporting
Note 17 - Segment Reporting | 9 Months Ended |
Jul. 31, 2020 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | Note 17. 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 Pumping trade names. ● 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 trade names. In addition to concrete pumping, we recently started operations of waste management services in the U.K. under the Eco-Pan trade name and 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 trade name. 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) Three Months Ended July 31, 2020 Three Months Ended July 31, 2019 Nine Months Ended July 31, 2020 December 6, 2018 through July 31, 2019 November 1, 2018 through December 5, 2018 Revenue U.S. Concrete Pumping $ 58,644 $ 58,354 $ 171,209 $ 124,969 $ 16,659 U.K. Operations 9,208 12,492 28,294 30,996 5,143 U.S. Concrete Waste Management Services 9,390 7,967 25,978 18,806 2,628 Corporate 625 626 1,875 1,634 242 Intersegment (736 ) (784 ) (2,245 ) (1,792 ) (276 ) $ 77,131 $ 78,655 $ 225,111 $ 174,613 $ 24,396 Income (loss) before income taxes U.S. Concrete Pumping $ 497 $ (1,050 ) $ (50,430 ) $ (14,946 ) $ (27,354 ) U.K. Operations (81 ) 1,353 (16,535 ) 290 207 U.S. Concrete Waste Management Services 1,685 329 3,149 (85 ) 225 Corporate 418 208 1,254 1,113 155 $ 2,519 $ 840 $ (62,562 ) $ (13,628 ) $ (26,767 ) Successor Predecessor (in thousands) Three Months Ended July 31, 2020 Three Months Ended July 31, 2019 Nine Months Ended July 31, 2020 December 6, 2018 through July 31, 2019 November 1, 2018 through December 5, 2018 EBITDA U.S. Concrete Pumping $ 17,862 $ 17,934 $ 3,911 $ 29,283 $ (24,565 ) U.K. Operations 2,715 5,013 (8,038 ) 9,445 1,587 U.S. Concrete Waste Management Services 4,346 3,587 11,149 7,748 388 Corporate 625 626 1,875 1,633 180 $ 25,548 $ 27,160 $ 8,897 $ 48,109 $ (22,410 ) Consolidated EBITDA reconciliation Net income (loss) $ 2,981 $ 2,762 $ (58,733 ) $ (10,513 ) $ (22,575 ) Interest expense, net 8,364 9,843 26,632 24,753 1,644 Income tax benefit (462 ) (1,922 ) (3,829 ) (3,115 ) (4,192 ) Depreciation and amortization 14,665 16,477 44,827 36,984 2,713 EBITDA $ 25,548 $ 27,160 $ 8,897 $ 48,109 $ (22,410 ) Successor Predecessor (in thousands) Three Months Ended July 31, 2020 Three Months Ended July 31, 2019 Nine Months Ended July 31, 2020 December 6, 2018 through July 31, 2019 November 1, 2018 through December 5, 2018 Depreciation and amortization U.S. Concrete Pumping $ 9,745 $ 9,938 $ 29,893 $ 21,471 $ 1,635 U.K. Operations 2,052 2,864 6,313 7,161 890 U.S. Concrete Waste Management Services 2,661 3,257 8,000 7,832 163 Corporate 207 418 621 520 25 $ 14,665 $ 16,477 $ 44,827 $ 36,984 $ 2,713 Interest expense, net U.S. Concrete Pumping $ (7,620 ) $ (9,046 ) $ (24,448 ) $ (22,758 ) $ (1,154 ) U.K. Operations (744 ) (796 ) (2,184 ) (1,994 ) (490 ) U.S. Concrete Waste Management Services - (1 ) - (1 ) - Corporate - - - - - $ (8,364 ) $ (9,843 ) $ (26,632 ) $ (24,753 ) $ (1,644 ) Transaction costs including transaction-related debt extinguishment U.S. Concrete Pumping $ - $ 1,458 $ - $ 1,458 $ - Corporate - (1,282 ) - - 30,562 $ - $ 176 $ - $ 1,458 $ 30,562 Total assets by segment for the periods presented are as follows: July 31, October 31, (in thousands) 2020 2019 Total Assets U.S. Concrete Pumping $ 583,810 $ 637,384 U.K. Operations 122,986 138,435 U.S. Concrete Waste Management Services 138,718 137,646 Corporate 25,139 24,223 Intersegment (83,136 ) (66,323 ) $ 787,517 $ 871,365 The U.S. and U.K. were the only regions that accounted for more than 10% no 10% July 31, 2020 October 31, 2019 Successor Predecessor (in thousands) Three Months Ended July 31, 2020 Three Months Ended July 31, 2019 Nine Months Ended July 31, 2020 December 6, 2018 through July 31, 2019 November 1, 2018 through December 5, 2018 Revenues U.S. $ 67,923 $ 66,163 $ 196,817 $ 143,617 $ 19,253 U.K. 9,208 12,492 28,294 30,996 5,143 $ 77,131 $ 78,655 $ 225,111 $ 174,613 $ 24,396 July 31, October 31, (in thousands) 2020 2019 Long Lived Assets U.S. $ 262,419 $ 263,363 U.K. 43,477 44,052 $ 305,896 $ 307,415 |
Note 18 - Related Party Transac
Note 18 - Related Party Transaction | 9 Months Ended |
Jul. 31, 2020 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | Note 18. 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 the terms of the agreement the annual fee for these services was $4.0 million from September 2017 August 2019, November 1, 2018 December 5, 2018, no |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended |
Jul. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of presentation The accompanying Unaudited Consolidated Financial Statements have been prepared, without audit, 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”). Accordingly, they do not July 31, 2020 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 accounts of the Company and its subsidiaries. The Predecessor Consolidated Financial Statements include all accounts 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 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 revenue 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 $0.7 million and $0.6 million as of July 31, 2020 October 31, 2019, |
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 July 31, 2020 October 31, 2019. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value Measurements The Financial Accounting Standard Board's (the “FASB”) 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 sheets. Debt issuance costs related to revolving credit facilities are capitalized and reflected in deferred financing in the accompanying consolidated balance sheets. |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill In accordance with ASC Topic 350, Intangibles–Goodwill and Other 350” may not two first no not second not During the second 2020, 19 19” one 2017 04, Intangibles — Goodwill and Other (ASC 350 2017 04” 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: In Years Buildings and improvements 15 to 40 Capital lease assets—buildings 40 Furniture and office equipment 2 to 7 Machinery and equipment 3 to 25 Transportation equipment 3 to 7 |
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 second 2020 8 |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of long-lived assets ASC 360, Property, Plant and Equipment 360 not No July 31, 2020. second 2020 |
Revenue [Policy Text Block] | Revenue recognition The Company generates revenues primarily from concrete pumping services in both the U.S. and U.K. Additionally, revenue is generated from the Company’s waste management business which consists of service fees charged to customers for the delivery of its 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 its revenue-producing transactions with customers and remits those taxes to the various governmental authorities as prescribed by the taxing jurisdictions in which it operates. The Company presents such taxes in its consolidated statement of operations 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 |
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 The Company's U.K. Operations segment files income tax returns in the U.K. and national statutes are generally open for one |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign currency translation The functional currency of Camfaud is the Pound Sterling (GBP). The assets and liabilities of the Company's foreign subsidiaries are translated into U.S. Dollars using the period end exchange rates for the periods presented, and the consolidated statements of operations are translated at the average exchange rate for the periods presented. 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. |
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. |
Business Combinations Policy [Policy Text Block] | Business combinations The Company applies the principles provided in ASC 805, Business Combinations (“ASC 805” 805. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations As of July 31, 2020, October 31, 2019, 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) | 9 Months Ended |
Jul. 31, 2020 | |
Notes Tables | |
Property, Plant and Equipment, Useful Life [Table Text Block] | In Years Buildings and improvements 15 to 40 Capital lease assets—buildings 40 Furniture and office equipment 2 to 7 Machinery and equipment 3 to 25 Transportation equipment 3 to 7 |
Note 4 - Business Combinations
Note 4 - Business Combinations (Tables) | 9 Months Ended |
Jul. 31, 2020 | |
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 $ 48,912 Intangible assets 208,063 Property and equipment 219,467 Liabilities assumed (110,245 ) Total net assets acquired 366,197 Goodwill $ 248,147 |
Business Acquisition, Pro Forma Information [Table Text Block] | (in thousands) Nine Months Ended July 31, 2020 Nine Months Ended July 31, 2019 Revenue $ 225,111 $ 24,396 Pro forma revenue adjustments by Business Combination Capital - 26,829 CPH - 174,613 Total pro forma revenue $ 225,111 $ 225,838 (in thousands) Nine Months Ended July 31, 2020 Nine Months Ended July 31, 2019 Net loss $ (58,733 ) $ (22,575 ) Pro forma net income (loss) adjustments by Business Combination Capital - 2,868 CPH - (10,513 ) Total pro forma net loss $ (58,733 ) $ (30,220 ) |
Note 5 - Fair Value Measureme_2
Note 5 - Fair Value Measurement (Tables) | 9 Months Ended |
Jul. 31, 2020 | |
Notes Tables | |
Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis [Table Text Block] | July 31, October 31, 2020 2019 (in thousands) Carrying Value Fair Value Carrying Value Fair Value Term loans $ 386,427 $ 359,377 $ 402,094 $ 394,052 Capital lease obligations 500 500 568 568 |
Note 6 - Prepaid Expenses and_2
Note 6 - Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Jul. 31, 2020 | |
Notes Tables | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block] | July 31, October 31, (in thousands) 2020 2019 Prepaid insurance $ 3,358 $ 1,416 Prepaid licenses and deposits 363 528 Prepaid rent 533 485 Other prepaids 377 949 Total prepaid expenses and other current assets $ 4,631 $ 3,378 |
Note 7 - Property, Plant and _2
Note 7 - Property, Plant and Equipment (Tables) | 9 Months Ended |
Jul. 31, 2020 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | July 31, October 31, (in thousands) 2020 2019 Land, building and improvements $ 26,682 $ 26,085 Capital leases—land and buildings 828 828 Machinery and equipment 311,903 295,741 Transportation equipment 2,213 2,223 Furniture and office equipment 1,184 1,209 Property, plant and equipment, gross 342,810 326,086 Less accumulated depreciation (36,914 ) (18,671 ) Property, plant and equipment, net $ 305,896 $ 307,415 |
Note 8 - Goodwill and Intangi_2
Note 8 - Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Jul. 31, 2020 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | July 31, October 31, 2020 2019 Gross Foreign Currency Net Gross Foreign Currency Net Carrying Accumulated Translation Carrying Carrying Accumulated Translation Carrying (in thousands) Value Impairments Amortization Adjustment Amount Value Amortization Adjustment Amount Customer relationship $ 193,913 $ - $ (56,721 ) $ (216 ) $ 136,976 $ 193,594 $ (31,861 ) $ (62 ) $ 161,671 Trade name 5,516 - (883 ) (29 ) 4,604 5,434 (483 ) (7 ) 4,944 Trade name (indefinite life) 55,500 (5,000 ) - - 50,500 55,500 - - 55,500 Noncompete agreements 200 - (52 ) - 148 200 (22 ) - 178 Total intangibles $ 255,129 $ (5,000 ) $ (57,656 ) $ (245 ) $ 192,228 $ 254,728 $ (32,366 ) $ (69 ) $ 222,293 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | (in thousands) 2020 (excluding the period from November 1, 2019 to July 31, 2020) $ 8,077 2021 26,831 2022 21,589 2023 17,159 2024 13,779 Thereafter 54,293 Total $ 141,728 |
Schedule of Goodwill [Table Text Block] | (in thousands) U.S. Concrete Pumping U.K. Operations U.S. Concrete Waste Management Services Corporate Total Balance at October 31, 2019 $ 185,782 $ 41,173 $ 49,133 $ - $ 276,088 Measurement-period adjustments 200 - - - 200 Impairments (38,500 ) (14,444 ) - - (52,944 ) Foreign currency translation - 221 - - 221 Balance at July 31, 2020 $ 147,482 $ 26,950 $ 49,133 $ - $ 223,565 |
Note 9 - Long Term Debt and R_2
Note 9 - Long Term Debt and Revolving Lines of Credit (Tables) | 9 Months Ended |
Jul. 31, 2020 | |
Notes Tables | |
Schedule of Maturities of Long-term Debt [Table Text Block] | (in thousands) 2020 (excluding the period from November 1, 2019 to July 31, 2020) $ 5,222 2021 20,888 2022 20,888 2023 20,888 2024 20,888 Thereafter 297,653 Total $ 386,427 |
Schedule of Debt [Table Text Block] | July 31, October 31, (in thousands) 2020 2019 Short term portion of term loan $ 20,888 $ 20,888 Long term portion of term loan 365,539 381,206 Total term loan 386,427 402,094 Less unamortized deferred financing costs (17,356 ) (20,268 ) Total debt $ 369,071 $ 381,826 |
Note 10 - Accrued Payroll and_2
Note 10 - Accrued Payroll and Payroll Expenses (Tables) | 9 Months Ended |
Jul. 31, 2020 | |
Notes Tables | |
Schedule of Accrued Payroll and Expenses [Table Text Block] | July 31, October 31, (in thousands) 2020 2019 Accrued vacation $ 3,468 $ 4,638 Accrued bonus 3,502 3,177 Other accrued 4,213 1,362 Total accrued payroll and payroll expenses $ 11,183 $ 9,177 |
Note 11 - Accrued Expenses an_2
Note 11 - Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Jul. 31, 2020 | |
Notes Tables | |
Schedule of Accrued Liabilities [Table Text Block] | July 31, October 31, (in thousands) 2020 2019 Accrued insurance $ 8,397 $ 6,105 Accrued interest 2,543 3,049 Accrued equipment purchases 2,397 15,343 Accrued sales and use tax 311 311 Accrued property taxes 723 915 Accrued professional fees 1,949 1,729 Accrued due to related party (refer to Note 12) 2,000 - Other 3,173 654 Total accrued expenses and other liabilities $ 21,493 $ 28,106 |
Note 13 - Commitments and Con_2
Note 13 - Commitments and Contingencies (Tables) | 9 Months Ended |
Jul. 31, 2020 | |
Notes Tables | |
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 NationsBuilders Insurance Services driver training) $ 125,000 Automobile $ 100,000 Workers' compensation $ 250,000 |
Note 15 - Stock-based Compens_2
Note 15 - Stock-based Compensation (Tables) | 9 Months Ended |
Jul. 31, 2020 | |
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 |
Note 16 - Earnings Per Share (T
Note 16 - Earnings Per Share (Tables) | 9 Months Ended |
Jul. 31, 2020 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Successor (in thousands, except share and per share amounts) Three Months Ended July 31, 2020 Three Months Ended July 31, 2019 Nine Months Ended July 31, 2020 December 6, 2018 through July 31, 2019 Net income (loss) (numerator): Net loss attributable to Concrete Pumping Holdings, Inc. $ 2,981 $ 2,762 $ (58,733 ) $ (10,513 ) Less: Accretion of liquidation preference on preferred stock (489 ) (456 ) (1,432 ) (1,159 ) Less: Undistributed earnings allocated to participating securities (42 ) (53 ) - - Net loss attributable to common stockholders (numerator for basic earnings per share) $ 2,450 $ 2,253 $ (60,165 ) $ (11,672 ) Add back: Accretion of liquidation preference on preferred stock 489 456 - - Add back: Undistributed earning allocated to participating securities 42 53 - - Less: Undistributed earnings reallocated to participating securities (41 ) (51 ) - - Numerator for diluted earnings (loss) per share $ 2,940 $ 2,711 $ (60,165 ) $ (11,672 ) Weighted average shares (denominator): Weighted average shares - basic 52,782,663 49,940,411 52,752,884 37,155,182 Weighted average shares - diluted 55,892,193 53,122,690 52,752,884 37,155,182 Basic income (loss) per share $ 0.05 $ 0.05 $ (1.14 ) $ (0.31 ) Diluted income (loss) per share $ 0.04 $ 0.05 $ (1.14 ) $ (0.31 ) Predecessor (in thousands, except share and per share amounts) November 1, 2018 Net loss (numerator): Net loss income attributable to Concrete Pumping Holdings, Inc. $ (22,575 ) Less: Accretion of liquidation preference on preferred stock (126 ) Less: Undistributed earnings allocated to preferred shares - Net (loss) available to common shareholders $ (22,701 ) Weighted average shares (denominator): Weighted average shares - basic 7,576,289 Weighted average shares - diluted 7,576,289 Antidilutive stock options 932,746 Basic loss per share $ (3.00 ) Diluted loss per share $ (3.00 ) |
Note 17 - Segment Reporting (Ta
Note 17 - Segment Reporting (Tables) | 9 Months Ended |
Jul. 31, 2020 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Successor Predecessor (in thousands) Three Months Ended July 31, 2020 Three Months Ended July 31, 2019 Nine Months Ended July 31, 2020 December 6, 2018 through July 31, 2019 November 1, 2018 through December 5, 2018 Revenue U.S. Concrete Pumping $ 58,644 $ 58,354 $ 171,209 $ 124,969 $ 16,659 U.K. Operations 9,208 12,492 28,294 30,996 5,143 U.S. Concrete Waste Management Services 9,390 7,967 25,978 18,806 2,628 Corporate 625 626 1,875 1,634 242 Intersegment (736 ) (784 ) (2,245 ) (1,792 ) (276 ) $ 77,131 $ 78,655 $ 225,111 $ 174,613 $ 24,396 Income (loss) before income taxes U.S. Concrete Pumping $ 497 $ (1,050 ) $ (50,430 ) $ (14,946 ) $ (27,354 ) U.K. Operations (81 ) 1,353 (16,535 ) 290 207 U.S. Concrete Waste Management Services 1,685 329 3,149 (85 ) 225 Corporate 418 208 1,254 1,113 155 $ 2,519 $ 840 $ (62,562 ) $ (13,628 ) $ (26,767 ) Successor Predecessor (in thousands) Three Months Ended July 31, 2020 Three Months Ended July 31, 2019 Nine Months Ended July 31, 2020 December 6, 2018 through July 31, 2019 November 1, 2018 through December 5, 2018 EBITDA U.S. Concrete Pumping $ 17,862 $ 17,934 $ 3,911 $ 29,283 $ (24,565 ) U.K. Operations 2,715 5,013 (8,038 ) 9,445 1,587 U.S. Concrete Waste Management Services 4,346 3,587 11,149 7,748 388 Corporate 625 626 1,875 1,633 180 $ 25,548 $ 27,160 $ 8,897 $ 48,109 $ (22,410 ) Consolidated EBITDA reconciliation Net income (loss) $ 2,981 $ 2,762 $ (58,733 ) $ (10,513 ) $ (22,575 ) Interest expense, net 8,364 9,843 26,632 24,753 1,644 Income tax benefit (462 ) (1,922 ) (3,829 ) (3,115 ) (4,192 ) Depreciation and amortization 14,665 16,477 44,827 36,984 2,713 EBITDA $ 25,548 $ 27,160 $ 8,897 $ 48,109 $ (22,410 ) Successor Predecessor (in thousands) Three Months Ended July 31, 2020 Three Months Ended July 31, 2019 Nine Months Ended July 31, 2020 December 6, 2018 through July 31, 2019 November 1, 2018 through December 5, 2018 Depreciation and amortization U.S. Concrete Pumping $ 9,745 $ 9,938 $ 29,893 $ 21,471 $ 1,635 U.K. Operations 2,052 2,864 6,313 7,161 890 U.S. Concrete Waste Management Services 2,661 3,257 8,000 7,832 163 Corporate 207 418 621 520 25 $ 14,665 $ 16,477 $ 44,827 $ 36,984 $ 2,713 Interest expense, net U.S. Concrete Pumping $ (7,620 ) $ (9,046 ) $ (24,448 ) $ (22,758 ) $ (1,154 ) U.K. Operations (744 ) (796 ) (2,184 ) (1,994 ) (490 ) U.S. Concrete Waste Management Services - (1 ) - (1 ) - Corporate - - - - - $ (8,364 ) $ (9,843 ) $ (26,632 ) $ (24,753 ) $ (1,644 ) Transaction costs including transaction-related debt extinguishment U.S. Concrete Pumping $ - $ 1,458 $ - $ 1,458 $ - Corporate - (1,282 ) - - 30,562 $ - $ 176 $ - $ 1,458 $ 30,562 |
Reconciliation of Assets from Segment to Consolidated [Table Text Block] | July 31, October 31, (in thousands) 2020 2019 Total Assets U.S. Concrete Pumping $ 583,810 $ 637,384 U.K. Operations 122,986 138,435 U.S. Concrete Waste Management Services 138,718 137,646 Corporate 25,139 24,223 Intersegment (83,136 ) (66,323 ) $ 787,517 $ 871,365 |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block] | Successor Predecessor (in thousands) Three Months Ended July 31, 2020 Three Months Ended July 31, 2019 Nine Months Ended July 31, 2020 December 6, 2018 through July 31, 2019 November 1, 2018 through December 5, 2018 Revenues U.S. $ 67,923 $ 66,163 $ 196,817 $ 143,617 $ 19,253 U.K. 9,208 12,492 28,294 30,996 5,143 $ 77,131 $ 78,655 $ 225,111 $ 174,613 $ 24,396 July 31, October 31, (in thousands) 2020 2019 Long Lived Assets U.S. $ 262,419 $ 263,363 U.K. 43,477 44,052 $ 305,896 $ 307,415 |
Note 1 - Organization and Des_2
Note 1 - Organization and Description of Business (Details Textual) | Jul. 31, 2020 |
Brundage-Bone [Member] | |
Number of Stores | 90 |
Number of States in which Entity Operates | 22 |
Camfaud [Member] | |
Number of Stores | 30 |
Note 2 - Summary of Significa_3
Note 2 - Summary of Significant Accounting Policies (Details Textual) $ in Thousands | 9 Months Ended | |
Jul. 31, 2020USD ($) | Oct. 31, 2019USD ($) | |
Accounts Receivable, Allowance for Credit Loss, Ending Balance | $ 700 | $ 600 |
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 | 2 |
Note 2 - Summary of Significa_4
Note 2 - Summary of Significant Accounting Policies - Property, Plant and Equipment (Details) | 9 Months Ended |
Jul. 31, 2020 | |
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 | Jul. 31, 2020 | Jul. 31, 2019 | Jul. 31, 2019 | Jul. 31, 2020 | Oct. 31, 2019 |
Business Combination, Acquisition Related Costs | $ 14,167 | $ 0 | $ 176 | $ 1,458 | $ 0 | |||
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 | |||||||
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 | $ 40,000 | |||||||
Finite-Lived Intangible Asset, Useful Life (Year) | 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 | 48,912 | |||||||
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 (Year) | 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 (Year) | 10 years |
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 | Jul. 31, 2019 | Jul. 31, 2020 | Oct. 31, 2019 | |
Goodwill | $ 223,565 | $ 276,088 | ||||
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 | |||||
Total consideration paid | 129,218 | |||||
Total net assets acquired | $ 102,652 | |||||
CPH Acquisition [Member] | ||||||
Consideration paid: | $ 614,344 | |||||
Current assets | 48,912 | |||||
Intangible assets | 208,063 | |||||
Property and equipment | 219,467 | |||||
Liabilities assumed | (110,245) | |||||
Total net assets acquired | 366,197 | |||||
Goodwill | 248,147 | |||||
Cash | 445,386 | [1] | $ 449,434 | $ 0 | ||
Fair value of rollover equity | 164,908 | |||||
Net working capital adjustment | 4,050 | |||||
Total consideration paid | 614,344 | |||||
Total net assets acquired | $ 366,197 | |||||
[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 | 9 Months Ended | |
Jul. 31, 2020 | Jul. 31, 2019 | |
Revenue | $ 225,111 | $ 24,396 |
Total pro forma revenue | 225,111 | 225,838 |
Net loss | (58,733) | (22,575) |
Total pro forma net loss | (58,733) | (30,220) |
Capital Pumping [Member] | ||
Pro forma revenue adjustments by Business Combination | 0 | 26,829 |
Pro forma net income adjustments by Business Combination | 0 | 2,868 |
CPH Acquisition [Member] | ||
Pro forma revenue adjustments by Business Combination | 0 | 174,613 |
Pro forma net income adjustments by Business Combination | $ 0 | $ (10,513) |
Note 5 - Fair Value Measureme_3
Note 5 - Fair Value Measurement (Details Textual) - Camfaud [Member] - Earnout Payments [Member] - USD ($) $ in Thousands | Nov. 30, 2016 | Jul. 31, 2020 | Oct. 31, 2019 |
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 3,100 | ||
Earnout Period (Year) | 3 years | ||
Business Combination, Contingent Consideration, Liability, Total | $ 0 | $ 1,700 |
Note 5 - Fair Value Measureme_4
Note 5 - Fair Value Measurement - Fair Value of Long-term Debt (Details) - USD ($) $ in Thousands | Jul. 31, 2020 | Oct. 31, 2019 |
Reported Value Measurement [Member] | Term Loan Agreement [Member] | ||
Debt, fair value | $ 386,427 | $ 402,094 |
Reported Value Measurement [Member] | Capital Lease Obligations [Member] | ||
Debt, fair value | 500 | 568 |
Estimate of Fair Value Measurement [Member] | Term Loan Agreement [Member] | ||
Debt, fair value | 359,377 | 394,052 |
Estimate of Fair Value Measurement [Member] | Capital Lease Obligations [Member] | ||
Debt, fair value | $ 500 | $ 568 |
Note 6 - Prepaid Expenses and_3
Note 6 - Prepaid Expenses and Other Current Assets - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Jul. 31, 2020 | Oct. 31, 2019 |
Prepaid insurance | $ 3,358 | $ 1,416 |
Prepaid licenses and deposits | 363 | 528 |
Prepaid rent | 533 | 485 |
Other prepaids | 377 | 949 |
Total prepaid expenses and other current assets | $ 4,631 | $ 3,378 |
Note 7 - Property, Plant and _3
Note 7 - Property, Plant and Equipment (Details Textual) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
Dec. 05, 2018 | Jul. 31, 2020 | Jul. 31, 2019 | Jul. 31, 2019 | Jul. 31, 2020 | |
Depreciation, Total | $ 2.1 | $ 6.5 | $ 5.5 | $ 14.1 | $ 19.5 |
Note 7 - Property, Plant and _4
Note 7 - Property, Plant and Equipment - Components of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Jul. 31, 2020 | Oct. 31, 2019 |
Property, plant and equipment, gross | $ 342,810 | $ 326,086 |
Less accumulated depreciation | (36,914) | (18,671) |
Property, plant and equipment, net | 305,896 | 307,415 |
Land, Buildings and Improvements [Member] | ||
Property, plant and equipment, gross | 26,682 | 26,085 |
Assets Held under Capital Leases [Member] | ||
Property, plant and equipment, gross | 828 | 828 |
Machinery and Equipment [Member] | ||
Property, plant and equipment, gross | 311,903 | 295,741 |
Transportation Equipment [Member] | ||
Property, plant and equipment, gross | 2,213 | 2,223 |
Furniture and Fixtures [Member] | ||
Property, plant and equipment, gross | $ 1,184 | $ 1,209 |
Note 8 - Goodwill and Intangi_3
Note 8 - Goodwill and Intangible Assets (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 8 Months Ended | 9 Months Ended | ||
Dec. 05, 2018 | Jul. 31, 2020 | Apr. 30, 2020 | Jul. 31, 2019 | Apr. 30, 2020 | Jul. 31, 2019 | Jul. 31, 2020 | |
Goodwill, Impairment Loss | $ 52,944 | ||||||
Amortization of Intangible Assets, Total | $ 700 | $ 8,100 | $ 10,400 | $ 22,235 | $ 25,290 | ||
US Concrete Pumping [Member] | |||||||
Reporting Unit, Percentage of Carrying Amount In Excess of Fair Value | 6.90% | 6.90% | |||||
Goodwill, Impairment Loss | $ 38,500 | $ 38,500 | |||||
UK Operations [Member] | |||||||
Reporting Unit, Percentage of Carrying Amount In Excess of Fair Value | 14.80% | 14.80% | |||||
Goodwill, Impairment Loss | $ 14,400 | $ 14,400 | |||||
US Concrete Waste Management Services [Member] | |||||||
Reporting Unit, Percentage of Carrying Amount In Excess of Fair Value | 4.50% | 4.50% | |||||
Goodwill, Impairment Loss | $ 0 | $ 0 | |||||
Brundage-Bone Concrete Pumping, Trade Name [Member] | |||||||
Indefinite-lived Intangible Assets, Carrying Value in Excess of Fair Value, Percent | 11.80% | 11.80% | |||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 5,000 | $ 5,000 | |||||
Indefinite-Lived Trade Names | $ 37,300 | $ 37,300 | |||||
Eco-Pan, Trade Name [Member] | |||||||
Indefinite-lived Intangible Assets, Carrying Value in Excess of Fair Value, Percent | 7.80% | 7.80% | |||||
Indefinite-Lived Trade Names | $ 7,700 | $ 7,700 | |||||
Capital Pumping, Trade Name [Member] | |||||||
Indefinite-lived Intangible Assets, Carrying Value in Excess of Fair Value, Percent | 109.10% | 109.10% | |||||
Indefinite-Lived Trade Names | $ 5,500 | $ 5,500 |
Note 8 - Goodwill and Intangi_4
Note 8 - Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Jul. 31, 2020 | Oct. 31, 2019 | |
Impairments | $ (5,000) | |
Accumulated amortization | (57,656) | $ (32,366) |
CTA | (245) | (69) |
Net carrying amount | 141,728 | |
Gross carrying value | 255,129 | 254,728 |
Net carrying amount | 192,228 | 222,293 |
Trade Names, Indefinite-lived [Member] | ||
Impairments | (5,000) | |
Net carrying amount | 4,944 | |
Gross carrying value, indefinite | 55,500 | 55,500 |
Net carrying amount, indefinite | 50,500 | 55,500 |
Customer Relationships [Member] | ||
Gross carrying value | 193,913 | 193,594 |
Impairments | 0 | |
Accumulated amortization | (56,721) | (31,861) |
CTA | (216) | (62) |
Net carrying amount | 136,976 | 161,671 |
Trade Names [Member] | ||
Gross carrying value | 5,516 | 5,434 |
Impairments | 0 | |
Accumulated amortization | (883) | (483) |
CTA | (29) | (7) |
Net carrying amount | 4,604 | |
Noncompete Agreements [Member] | ||
Gross carrying value | 200 | 200 |
Impairments | 0 | |
Accumulated amortization | (52) | (22) |
CTA | 0 | 0 |
Net carrying amount | $ 148 | $ 178 |
Note 8 - Goodwill and Intangi_5
Note 8 - Goodwill and Intangible Assets - Intangible Assets Amortization Expense (Details) $ in Thousands | Jul. 31, 2020USD ($) |
2020 (excluding the period from November 1, 2019 to July 31, 2020) | $ 8,077 |
2021 | 26,831 |
2022 | 21,589 |
2023 | 17,159 |
2024 | 13,779 |
Thereafter | 54,293 |
Total | $ 141,728 |
Note 8 - Goodwill and Intangi_6
Note 8 - Goodwill and Intangible Assets - Goodwill by Reportable Segment (Details) $ in Thousands | 9 Months Ended |
Jul. 31, 2020USD ($) | |
Balance | $ 276,088 |
Measurement-period adjustments | 200 |
Impairments | (52,944) |
Foreign currency translation | 221 |
Balance | 223,565 |
Corporate, Non-Segment [Member] | |
Balance | 0 |
Measurement-period adjustments | 0 |
Impairments | 0 |
Foreign currency translation | 0 |
Balance | 0 |
US Concrete Pumping [Member] | Operating Segments [Member] | |
Balance | 185,782 |
Measurement-period adjustments | 200 |
Impairments | (38,500) |
Foreign currency translation | 0 |
Balance | 147,482 |
UK Concrete Pumping [Member] | Operating Segments [Member] | |
Balance | 41,173 |
Measurement-period adjustments | 0 |
Impairments | (14,444) |
Foreign currency translation | 221 |
Balance | 26,950 |
Eco-Pan [Member] | Operating Segments [Member] | |
Balance | 49,133 |
Measurement-period adjustments | 0 |
Impairments | 0 |
Foreign currency translation | 0 |
Balance | $ 49,133 |
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 | Sep. 30, 2017 | Jul. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2018 | Oct. 02, 2017 | Jul. 31, 2017 |
Long-term Debt, Total | $ 369,071 | $ 381,826 | ||||||||||
Long-term Debt, Gross | 386,427 | $ 402,094 | ||||||||||
Gain (Loss) on Extinguishment of Debt, before Write off of Debt Issuance Cost | $ 16,400 | |||||||||||
Asset Backed Revolving Credit Facility [Member] | ||||||||||||
Long-term Line of Credit, Total | 13,000 | |||||||||||
Maximum [Member] | Asset Backed Revolving Credit Facility [Member] | ||||||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.50% | |||||||||||
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 | |||||||||||
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% | |||||||||||
Term Loan Agreement [Member] | ||||||||||||
Long-term Debt, Total | $ 386,400 | |||||||||||
Asset Backed Revolving Credit Facility [Member] | ||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 60,000 | |||||||||||
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] | 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 | |||||||||||
The UK Revolver [Member] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 28,000 | |||||||||||
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% | |||||||||||
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 | Jul. 31, 2020 | Oct. 31, 2019 |
2020 (excluding the period from November 1, 2019 to July 31, 2020) | $ 5,222 | |
2021 | 20,888 | |
2022 | 20,888 | |
2023 | 20,888 | |
2024 | 20,888 | |
Thereafter | 297,653 | |
Total | $ 386,427 | $ 402,094 |
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 | Jul. 31, 2020 | Oct. 31, 2019 |
Long term portion of term loan | $ 348,183 | $ 360,938 |
Total term loan | 386,427 | 402,094 |
Less unamortized deferred financing costs | (17,356) | (20,268) |
Total debt | 369,071 | 381,826 |
Term Loan [Member] | ||
Short term portion of term loan | 20,888 | 20,888 |
Long term portion of term loan | $ 365,539 | $ 381,206 |
Note 10 - Accrued Payroll and_3
Note 10 - Accrued Payroll and Payroll Expenses - Accrued Payroll and Expenses (Details) - USD ($) $ in Thousands | Jul. 31, 2020 | Oct. 31, 2019 |
Accrued vacation | $ 3,468 | $ 4,638 |
Accrued bonus | 3,502 | 3,177 |
Other accrued | 4,213 | 1,362 |
Total accrued payroll and payroll expenses | $ 11,183 | $ 9,177 |
Note 11 - Accrued Expenses an_3
Note 11 - Accrued Expenses and Other Current Liabilities - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jul. 31, 2020 | Oct. 31, 2019 |
Accrued insurance | $ 8,397 | $ 6,105 |
Accrued interest | 2,543 | 3,049 |
Accrued equipment purchases | 2,397 | 15,343 |
Accrued sales and use tax | 311 | 311 |
Accrued property taxes | 723 | 915 |
Accrued professional fees | 1,949 | 1,729 |
Accrued due to related party (refer to Note 12) | 2,000 | 0 |
Other | 3,173 | 654 |
Total accrued expenses and other liabilities | $ 21,493 | $ 28,106 |
Note 12 - Income Taxes (Details
Note 12 - Income Taxes (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 4 Months Ended | 5 Months Ended | 8 Months Ended | 9 Months Ended | 24 Months Ended | |||
Dec. 05, 2018 | Jul. 31, 2020 | Apr. 30, 2020 | Jul. 31, 2019 | Jul. 31, 2020 | Mar. 31, 2020 | Jul. 31, 2019 | Jul. 31, 2020 | Oct. 31, 2017 | Oct. 31, 2019 | |
Income Tax Expense (Benefit), Total | $ (4,192) | $ (462) | $ (1,922) | $ (3,115) | $ (3,829) | |||||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest, Total | $ (26,767) | 2,519 | 840 | (13,628) | (62,562) | |||||
Effective Income Tax Rate Reconciliation, Percent, Total | 0.00% | |||||||||
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Amount, Total | $ 1,400 | |||||||||
Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Amount | 0 | 200 | 300 | |||||||
Goodwill and Intangible Asset Impairment, Total | $ 0 | 0 | $ 57,900 | $ 0 | 0 | 57,944 | ||||
Goodwill and Intangible Asset Impairment, Deductible for Tax Purposes | 11,900 | |||||||||
Effective Income Tax Rate Reconciliation, Goodwill and Intangible Impairment Loss, Amount | $ 2,900 | |||||||||
Effective Income Tax Rate Reconciliation, Net Operating Loss Carryforwards, Amount | 1,400 | |||||||||
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Settlement Costs, Amount | 400 | |||||||||
Deferred Tax Assets, Net, Total | 69,300 | $ 69,300 | 69,300 | $ 69,000 | ||||||
Unrecognized Tax Benefits, Ending Balance | 1,600 | 1,600 | 1,600 | 1,700 | ||||||
Income Taxes Paid, Net, Total | $ 1,860 | 343 | $ 4,300 | |||||||
Net Estimated Financial Impact of Net Operating Losses Write-up | 600 | |||||||||
General and Administrative Expense [Member] | ||||||||||
Settlement of Tax Refunds from Net Operating Loss Carryforwards | 2,000 | |||||||||
Foreign Tax Authority [Member] | ||||||||||
Deferred Tax Assets, Valuation Allowance, Total | $ 100 | 100 | 100 | $ 100 | ||||||
Her Majesty's Revenue and Customs (HMRC) [Member] | ||||||||||
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount | $ 900 | $ 900 | ||||||||
Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Percent | 19.00% | 17.00% |
Note 13 - Commitments and Con_3
Note 13 - Commitments and Contingencies (Details Textual) - USD ($) $ in Millions | Jul. 31, 2020 | Oct. 31, 2019 |
Letters of Credit Outstanding, Amount | $ 1.2 | |
Standby Letters of Credit [Member] | ||
Line of Credit Facility, Maximum Borrowing Capacity | 7.5 | |
Bank Account to Facilitate Administration of Claims [Member] | ||
Restricted Cash, Total | 0.2 | $ 0.3 |
Accrued Liabilities and Other Liabilities [Member] | ||
Self-insurance, Accrued Expenses for Claims Incurred But Not Reported and Estimated Losses Reported | 6.5 | 5 |
Self-insurance, Accrued Expenses for Health Claims Incurred But Not Reoprted | $ 1.9 | $ 1.1 |
Note 13 - Commitments and Con_4
Note 13 - Commitments and Contingencies - Deductibles for General and Worker's Compensation Liability (Details) | Jul. 31, 2020USD ($) |
General liability | $ 250,000 |
General liability (in the case of accident and driver has completed NationsBuilders Insurance Services driver training) | 125,000 |
Automobile | 100,000 |
Workers' compensation | $ 250,000 |
Note 14 - Stockholders' Equity
Note 14 - Stockholders' Equity (Details Textual) $ / shares in Units, $ in Thousands | Jun. 06, 2019$ / sharesshares | May 14, 2019USD ($)$ / sharesshares | Apr. 29, 2019shares | Apr. 26, 2019shares | Apr. 01, 2019 | Dec. 06, 2018USD ($)$ / sharesshares | Jan. 31, 2019USD ($) | Apr. 30, 2019USD ($) | Jul. 31, 2020$ / sharesshares | Oct. 31, 2019$ / sharesshares |
Stock Redeemed or Called During Period, Value | $ | $ 16,010 | |||||||||
Common Stock, Shares Authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | |||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Preferred Stock, Shares Authorized (in shares) | 10,000,000 | |||||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.0001 | |||||||||
Common Stock, Shares, Issued, Total (in shares) | 28,847,707 | 58,200,084 | 58,253,220 | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 34,100,000 | |||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 1 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | ||||||||
Preferred Stock, Shares Outstanding, Ending Balance (in shares) | 2,450,980 | |||||||||
Convertible Preferred Stock, Shares Issued upon Conversion (in shares) | 1 | |||||||||
Convertible Preferred Stock, Additional Cumulative Amount, Accrue Annual Rate | 7.00% | |||||||||
Convertible Preferred Stock, Convertible, Stock Price Trigger (in dollars per share) | $ / shares | $ 13 | |||||||||
Debt Instrument, Consecutive Period (Day) | 30 days | |||||||||
Adjustment to Equity Related to Issuance of Shares in Exchange for Warrants | $ | $ 0 | |||||||||
Par Value of Warrant in APIC | $ | 21,100 | |||||||||
Stock Issued During Period, Value, Issued in Exchange for Warrant | $ | 26,300 | |||||||||
Common Stock, Shares, Outstanding, Ending Balance (in shares) | 58,200,084 | 58,253,220 | ||||||||
Additional Paid-in Capital [Member] | ||||||||||
Stock Redeemed or Called During Period, Value | $ | 12,433 | |||||||||
Adjustment to Equity Related to Issuance of Shares in Exchange for Warrants | $ | 5,158 | |||||||||
Retained Earnings [Member] | ||||||||||
Stock Redeemed or Called During Period, Value | $ | $ 3,577 | |||||||||
Adjustment to Equity Related to Issuance of Shares in Exchange for Warrants | $ | $ (5,158) | |||||||||
Public Warrants [Member] | ||||||||||
Number of Shares Issued in Exchange for Warrants (in shares) | 2,101,213 | |||||||||
Class of Warrant or Right, Outstanding (in shares) | 13,017,777 | |||||||||
Warrant Exchange for Common Stock, Exchange Ratio | 0.2105 | |||||||||
Numer of Warrants Tendered for Exchange (in shares) | 9,982,123 | |||||||||
Private Warrants [Member] | ||||||||||
Number of Shares Issued in Exchange for Warrants (in shares) | 1,707,175 | |||||||||
Class of Warrant or Right, Outstanding (in shares) | 0 | |||||||||
Warrant Exchange for Common Stock, Exchange Ratio | 0.1538 | |||||||||
Numer of Warrants Tendered for Exchange (in shares) | 11,100,000 | |||||||||
Public Offering [Member] | ||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 18,098,166 | |||||||||
Shares Issued, Price Per Share (in dollars per share) | $ / shares | $ 4.50 | |||||||||
Proceeds from Issuance of Common Stock | $ | $ 77,400 | |||||||||
Public Offering [Member] | Directors, Officers, Stockholders [Member] | ||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 3,980,166 | |||||||||
Shares Issued, Price Per Share (in dollars per share) | $ / shares | $ 4.50 | |||||||||
Percentage of Shares Issued | 25.00% | |||||||||
Common Class A [Member] | ||||||||||
Stock Redeemed or Called During Period, Shares (in shares) | 22,337,322 | |||||||||
Stock Redeemed or Called During Period, Value | $ | $ 231,400 | |||||||||
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 | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 05, 2018 | Jul. 31, 2020 | Jul. 31, 2019 | Jul. 31, 2019 | Jul. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2019 | |
Equivalent Vested Options Rolled Forward from Predecessor to Successor (in shares) | 2,783,479 | ||||||
Share-based Payment Arrangement, Plan Modification, Incremental Cost | $ 0 | ||||||
Share-based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit (in dollars per share) | $ 0.87 | ||||||
Share-based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit (in dollars per share) | 6.09 | ||||||
Share-based Payment Arrangement, Accelerated Cost | $ 600 | ||||||
Time Based Only [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year) | 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 (Year) | 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 (Year) | 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 (Year) | 3 years | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.30% | ||||||
The 2018 Omnibus Incentive Plan [Member] | |||||||
Share-based Payment Arrangement, Expense | $ 100 | $ 1,400 | $ 1,600 | $ 2,000 | $ 4,200 | ||
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 (in dollars per share) | $ 0.01 | $ 0.01 |
Note 15 - Stock-based Compens_4
Note 15 - Stock-based Compensation - Summary of Awards Granted (Details) | 9 Months Ended |
Jul. 31, 2020USD ($)$ / sharesshares | |
UNITED STATES | Time Based Only [Member] | Share-based Payment Arrangement, Tranche One [Member] | |
Shares Awarded (in shares) | shares | 1,156,630 |
Individual Fair Value of Awards (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] | |
Shares Awarded (in shares) | shares | 25,000 |
Individual Fair Value of Awards (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] | |
Shares Awarded (in shares) | shares | 1,543,044 |
Individual Fair Value of Awards (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] | |
Shares Awarded (in shares) | shares | 25,000 |
Individual Fair Value of Awards (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] | |
Shares Awarded (in shares) | shares | 1,543,044 |
Individual Fair Value of Awards (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] | |
Shares Awarded (in shares) | shares | 25,000 |
Individual Fair Value of Awards (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] | |
Shares Awarded (in shares) | shares | 1,543,091 |
Individual Fair Value of Awards (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] | |
Shares Awarded (in shares) | shares | 25,000 |
Individual Fair Value of Awards (in dollars per share) | $ / shares | $ 2.03 |
Total Fair Value of Awards | $ | $ 50,654 |
UNITED KINGDOM | |
Shares Awarded (in shares) | shares | 6,767,002 |
Individual Fair Value of Awards (in dollars per share) | $ / shares | |
Total Fair Value of Awards | $ | $ 29,863,227 |
UNITED KINGDOM | Time Based Only [Member] | |
Shares Awarded (in shares) | shares | 164,744 |
Individual Fair Value of Awards (in dollars per share) | $ / shares | $ 6.67 |
Total Fair Value of Awards | $ | $ 1,098,842 |
UNITED KINGDOM | The $13 Market/Time- Based [Member] | |
Shares Awarded (in shares) | shares | 238,808 |
Individual Fair Value of Awards (in dollars per share) | $ / shares | $ 4.46 |
Total Fair Value of Awards | $ | $ 1,066,272 |
UNITED KINGDOM | The $16 Market/Time- Based [Member] | |
Shares Awarded (in shares) | shares | 238,808 |
Individual Fair Value of Awards (in dollars per share) | $ / shares | $ 3.84 |
Total Fair Value of Awards | $ | $ 917,096 |
UNITED KINGDOM | The $19 Market/Time- Based [Member] | |
Shares Awarded (in shares) | shares | 238,833 |
Individual Fair Value of Awards (in dollars per share) | $ / shares | $ 3.33 |
Total Fair Value of Awards | $ | $ 794,772 |
Note 16 - Earnings Per Share (D
Note 16 - Earnings Per Share (Details Textual) | 1 Months Ended | 9 Months Ended | |
Dec. 05, 2018shares | Jul. 31, 2020$ / sharesshares | Dec. 06, 2018$ / shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 932,746 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | |
Dividends, Common Stock, Ratio | 1 | ||
Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 13,017,777 | ||
Unvested Stock Awards [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 5,500,000 | ||
Unvested Stock Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 1,200,000 | ||
Vested Stock Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 800,000 | ||
Series A Preferred Stocks [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 2,500,000 |
Note 16 - Earnings Per Share -
Note 16 - Earnings Per Share - Calculation of Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | ||||
Dec. 05, 2018 | Jan. 31, 2019 | Jul. 31, 2020 | Apr. 30, 2020 | Jan. 31, 2020 | Jul. 31, 2019 | Apr. 30, 2019 | Jul. 31, 2019 | Jul. 31, 2020 | |
Net loss | $ (22,575) | $ (3,630) | $ 2,981 | $ (58,968) | $ (2,746) | $ 2,762 | $ (9,645) | $ (10,513) | $ (58,733) |
Less accretion of liquidation preference on preferred stock | (126) | (489) | (456) | (1,159) | (1,432) | ||||
Less: Undistributed earnings allocated to participating securities | 0 | (42) | (53) | ||||||
Net loss attributable to common stockholders (numerator for basic earnings per share) | (22,701) | 2,450 | 2,253 | (11,672) | (60,165) | ||||
Add back: Accretion of liquidation preference on preferred stock | 126 | 489 | 456 | 1,159 | 1,432 | ||||
Add back: Undistributed earning allocated to participating securities | $ 0 | 42 | 53 | ||||||
Less: Undistributed earnings reallocated to participating securities | (41) | (51) | |||||||
Numerator for diluted earnings (loss) per share | $ 2,940 | $ 2,711 | $ (11,672) | $ (60,165) | |||||
Weighted average shares - basic (in shares) | 7,576,289 | 52,782,663 | 49,940,411 | 37,155,182 | 52,752,884 | ||||
Weighted average shares - diluted (in shares) | 7,576,289 | 55,892,193 | 53,122,690 | 37,155,182 | 52,752,884 | ||||
Basic income (loss) per share (in dollars per share) | $ (3) | $ 0.05 | $ 0.05 | $ (0.31) | $ (1.14) | ||||
Diluted income (loss) per share (in dollars per share) | $ (3) | $ 0.04 | $ 0.05 | $ (0.31) | $ (1.14) | ||||
Less: Accretion of liquidation preference on preferred stock | $ (126) | $ (489) | $ (456) | $ (1,159) | $ (1,432) | ||||
Less: Undistributed earnings allocated to preferred shares | $ 0 | $ (42) | $ (53) | ||||||
Antidilutive stock options (in shares) | 932,746 |
Note 17 - Segment Reporting - O
Note 17 - Segment Reporting - Operating Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | ||||
Dec. 05, 2018 | Jan. 31, 2019 | Jul. 31, 2020 | Apr. 30, 2020 | Jan. 31, 2020 | Jul. 31, 2019 | Apr. 30, 2019 | Jul. 31, 2019 | Jul. 31, 2020 | |
Revenue | $ 24,396 | $ 77,131 | $ 78,655 | $ 174,613 | $ 225,111 | ||||
Income (loss) before income taxes | (26,767) | 2,519 | 840 | (13,628) | (62,562) | ||||
EBITDA | (22,410) | 25,548 | 27,160 | 48,109 | 8,897 | ||||
Net income (loss) | (22,575) | $ (3,630) | 2,981 | $ (58,968) | $ (2,746) | 2,762 | $ (9,645) | (10,513) | (58,733) |
Interest expense, net | 1,644 | 8,364 | 9,843 | 24,753 | 26,632 | ||||
Income tax expense (benefit) | (4,192) | (462) | (1,922) | (3,115) | (3,829) | ||||
Depreciation and amortization | 2,713 | 14,665 | 16,477 | 36,984 | 44,827 | ||||
Interest expense, net | (1,644) | (8,364) | (9,843) | (24,753) | (26,632) | ||||
Transaction costs | 30,562 | 0 | 176 | 1,458 | 0 | ||||
Operating Segments [Member] | US Concrete Pumping [Member] | |||||||||
Revenue | 16,659 | 58,644 | 58,354 | 124,969 | 171,209 | ||||
Income (loss) before income taxes | (27,354) | 497 | (1,050) | (14,946) | (50,430) | ||||
EBITDA | (24,565) | 17,862 | 17,934 | 29,283 | 3,911 | ||||
Interest expense, net | 1,154 | 7,620 | 9,046 | 22,758 | 24,448 | ||||
Depreciation and amortization | 1,635 | 9,745 | 9,938 | 21,471 | 29,893 | ||||
Interest expense, net | (1,154) | (7,620) | (9,046) | (22,758) | (24,448) | ||||
Transaction costs | 0 | 0 | 1,458 | 1,458 | 0 | ||||
Operating Segments [Member] | UK Concrete Pumping [Member] | |||||||||
Revenue | 5,143 | 9,208 | 12,492 | 30,996 | 28,294 | ||||
Income (loss) before income taxes | 207 | (81) | 1,353 | 290 | (16,535) | ||||
EBITDA | 1,587 | 2,715 | 5,013 | 9,445 | (8,038) | ||||
Interest expense, net | 490 | 744 | 796 | 1,994 | 2,184 | ||||
Depreciation and amortization | 890 | 2,052 | 2,864 | 7,161 | 6,313 | ||||
Interest expense, net | (490) | (744) | (796) | (1,994) | (2,184) | ||||
Operating Segments [Member] | US Concrete Waste Management Services [Member] | |||||||||
Revenue | 2,628 | 9,390 | 7,967 | 18,806 | 25,978 | ||||
Income (loss) before income taxes | 225 | 1,685 | 329 | (85) | 3,149 | ||||
EBITDA | 388 | 4,346 | 3,587 | 7,748 | 11,149 | ||||
Interest expense, net | 0 | 0 | 1 | 1 | 0 | ||||
Depreciation and amortization | 163 | 2,661 | 3,257 | 7,832 | 8,000 | ||||
Interest expense, net | 0 | 0 | (1) | (1) | 0 | ||||
Corporate, Non-Segment [Member] | |||||||||
Revenue | 242 | 625 | 626 | 1,634 | 1,875 | ||||
Income (loss) before income taxes | 155 | 418 | 208 | 1,113 | 1,254 | ||||
EBITDA | 180 | 625 | 626 | 1,633 | 1,875 | ||||
Interest expense, net | 0 | 0 | 0 | 0 | 0 | ||||
Depreciation and amortization | 25 | 207 | 418 | 520 | 621 | ||||
Interest expense, net | 0 | 0 | 0 | 0 | 0 | ||||
Transaction costs | 30,562 | 0 | (1,282) | 0 | 0 | ||||
Intersegment Eliminations [Member] | |||||||||
Revenue | $ (276) | $ (736) | $ (784) | $ (1,792) | $ (2,245) |
Note 17 - Segment Reporting - T
Note 17 - Segment Reporting - Total Assets by Segment (Details) - USD ($) $ in Thousands | Jul. 31, 2020 | Oct. 31, 2019 |
Total assets | $ 787,517 | $ 871,365 |
Corporate, Non-Segment [Member] | ||
Total assets | 25,139 | 24,223 |
Intersegment Eliminations [Member] | ||
Total assets | (83,136) | (66,323) |
US Concrete Pumping [Member] | Operating Segments [Member] | ||
Total assets | 583,810 | 637,384 |
UK Concrete Pumping [Member] | Operating Segments [Member] | ||
Total assets | 122,986 | 138,435 |
US Concrete Waste Management Services [Member] | Operating Segments [Member] | ||
Total assets | $ 138,718 | $ 137,646 |
Note 17 - Segment Reporting - R
Note 17 - Segment Reporting - Revenue and Long-Lived Assets by Geographical Areas (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | ||
Dec. 05, 2018 | Jul. 31, 2020 | Jul. 31, 2019 | Jul. 31, 2019 | Jul. 31, 2020 | Oct. 31, 2019 | |
Revenue | $ 24,396 | $ 77,131 | $ 78,655 | $ 174,613 | $ 225,111 | |
Long Lived Assets | 305,896 | 305,896 | $ 307,415 | |||
UNITED STATES | ||||||
Revenue | 19,253 | 67,923 | 66,163 | 143,617 | 196,817 | |
Long Lived Assets | 262,419 | 262,419 | 263,363 | |||
UNITED KINGDOM | ||||||
Revenue | $ 5,143 | 9,208 | $ 12,492 | $ 30,996 | 28,294 | |
Long Lived Assets | $ 43,477 | $ 43,477 | $ 44,052 |
Note 18 - Related Party Trans_2
Note 18 - Related Party Transaction (Details Textual) - PGP Advisors, LLC [Member] - Management Services Agreement [Member] - USD ($) $ in Thousands | Sep. 01, 2019 | Dec. 05, 2018 | Aug. 31, 2019 |
Related Party Transaction, Amounts of Transaction, Annual Fee | $ 2,000 | $ 4,000 | |
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party | $ 0 |