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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

(Mark One)

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended January 31, 2021

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File No. 001-38166

 

CONCRETE PUMPING HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

 

Delaware

83-1779605

(State or other jurisdiction of incorporation or organization)

(I.R.S. employer identification no.)

 

500 E. 84th Avenue, Suite A-5

Thornton, Colorado 80229

(Address of principal executive offices, including zip code)

 

(303) 289-7497

(Registrant's telephone number, including area code)

None

(Former name, former address and former fiscal year, if changes since last report)

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

BBCP

The Nasdaq Capital Market

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer

Accelerated Filer

Non-Accelerated Filer

Smaller Reporting Company

Emerging growth company

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No ☒

 

As of March 10, 2021, the registrant had 56,469,444 shares of common stock outstanding. 

 

 

 

 

 

CONCRETE PUMPING HOLDINGS, INC.

FORM 10-Q

FOR THE QUARTER ENDED January 31, 2021

 

 

 

Page

Part I. Financial Information

 

 

 

 

 

Item 1.

Unaudited Consolidated Financial Statements:

 

 

 

Consolidated Balance Sheets

3

 

 

Consolidated Statements of Operations and Comprehensive Income

4

 

 

Consolidated Statements of Changes in Stockholders Equity

6

 

 

Consolidated Statements of Cash Flows

7

 

 

Notes to Unaudited Consolidated Financial Statements

9

 

Item 2.

Managements Discussion and Analysis of Financial Condition and Results of Operations

34

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

51

 

Item 4.

Controls and Procedures

51

 

 

 

 

Part II. Other Information

 

 

 

 

 

 

Item 1.

Legal Proceedings

52

 

Item 1A.

Risk Factors

52

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

52

 

Item 3.

Defaults Upon Senior Securities

52

 

Item 4.

Mine Safety Disclosures

52

 

Item 5.

Other Information

52

 

Item 6.

Exhibits

53

 

 

 

 

  Signatures   54
 

 

2

 

PART I

 

ITEM 1.     Unaudited Consolidated Financial Statements 

 

Concrete Pumping Holdings, Inc.

Consolidated Balance Sheets

 

  

(Unaudited)

     
  

January 31,

  

October 31,

 

(in thousands except per share amounts)

 

2021

  

2020

 
         

Current assets:

        

Cash and cash equivalents

 $2,273  $6,736 
Trade receivables, net  39,179   44,343 
Inventory  4,715   4,630 
Income taxes receivable  1,427   1,602 

Prepaid expenses and other current assets

  8,082   2,694 

Total current assets

  55,676   60,005 
         
Property, plant and equipment, net  304,633   304,254 
Intangible assets, net  178,000   183,839 
Goodwill  224,776   223,154 
Other non-current assets  741   1,753 
Deferred financing costs  2,197   753 

Total assets

 $766,023  $773,758 
         
         

Current liabilities:

        

Revolving loan

 $7,687  $1,741 
Term loans, current portion  -   20,888 
Current portion of capital lease obligations  98   97 
Accounts payable  5,586   6,587 
Accrued payroll and payroll expenses  10,950   13,065 
Accrued expenses and other current liabilities  15,526   18,879 
Income taxes payable  465   1,055 

Total current liabilities

  40,312   62,312 
         
Long term debt, net of discount for deferred financing costs  368,040   343,906 
Capital lease obligations, less current portion  356   380 
Deferred income taxes  65,621   68,019 

Total liabilities

  474,329   474,617 
         

Zero-dividend convertible perpetual preferred stock, $0.0001 par value, 2,450,980 shares issued and outstanding as of January 31, 2021 and October 31, 2020

  25,000   25,000 
         

Stockholders' equity

        
Common stock, $0.0001 par value, 500,000,000 shares authorized, 56,470,594 and 56,463,992 issued and outstanding as of January 31, 2021 and October 31, 2020, respectively  6   6 
Additional paid-in capital  362,615   361,943 
Treasury stock  (461)  (131)
Accumulated other comprehensive income (loss)  3,895   (606)

Accumulated deficit

  (99,361)  (87,071)

Total stockholders' equity

  266,694   274,141 
         

Total liabilities and stockholders' equity

 $766,023  $773,758 

 

The accompanying Notes are an integral part of these Unaudited Consolidated Financial Statements

 

3

 

Concrete Pumping Holdings, Inc.

Consolidated Statements of Operations

(Unaudited)

 

   

Three Months Ended January 31,

 

(in thousands, except share and per share amounts)

 

2021

   

2020

 
                 
Revenue   $ 70,421     $ 73,939  
                 
Cost of operations     40,558       41,791  
Gross profit     29,863       32,148  
                 
General and administrative expenses     22,388       26,607  
Transaction costs     29       -  
Income from operations     7,446       5,541  
                 

Other income (expense):

               
Interest expense, net     (6,900 )     (9,503 )
Loss on extinguishment of debt     (15,510 )     -  
Other income, net     26       69  
Total other expense     (22,384 )     (9,434 )
                 
Loss before income taxes     (14,938 )     (3,893 )
                 
Income tax benefit     (2,648 )     (1,147 )
                 
Net loss     (12,290 )     (2,746 )
                 
Less accretion of liquidation preference on preferred stock     (507 )     (473 )
                 
Net loss available to common shareholders   $ (12,797 )   $ (3,219 )
                 

Weighted average common shares outstanding

               
Basic     53,146,103       52,629,214  
Diluted     53,146,103       52,629,214  
                 

Net loss per common share

               
Basic   $ (0.24 )   $ (0.06 )
Diluted   $ (0.24 )   $ (0.06 )

 

The accompanying Notes are an integral part of these Unaudited Consolidated Financial Statements

 

4

 

Concrete Pumping Holdings, Inc.

Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

 

   

Three Months Ended January 31,

 

(in thousands)

 

2021

   

2020

 
                 
Net loss   $ (12,290 )   $ (2,746 )
                 

Other comprehensive income:

               

Foreign currency translation adjustment

    4,501       1,971  
                 
Total comprehensive loss   $ (7,789 )   $ (775 )

 

The accompanying Notes are an integral part of these Unaudited Consolidated Financial Statements 

 

5

 

Concrete Pumping Holdings, Inc.

Consolidated Statements of Changes in Stockholders' Equity

(Unaudited)

 

(in thousands)

 

Common Stock

   

Additional Paid-In Capital

   

Treasury Stock

   

Accumulated Other Comprehensive Income (loss)

   

Accumulated Deficit

   

Total

 

Balance at October 31, 2019

  $ 6     $ 350,489     $ -     $ (599 )   $ (26,081 )   $ 323,815  

Stock-based compensation expense

    -       1,467       -       -       -       1,467  

Shares issued upon exercise of stock options, net of shares used for tax withholding

    -       -       (131 )     -       -       (131 )

Net loss

    -       -       -       -       (2,746 )     (2,746 )

Foreign currency translation adjustment

    -       -       -       1,971       -       1,971  

Balance at January 31, 2020

  $ 6     $ 351,956     $ (131 )   $ 1,372     $ (28,827 )   $ 324,376  
                                                 
                                                 
(in thousands)   Common Stock     Additional Paid-In Capital     Treasury Stock     Accumulated Other Comprehensive Income (loss)     Accumulated Deficit     Total  
Balance at October 31, 2020   $ 6     $ 361,943     $ (131 )   $ (606 )   $ (87,071 )   $ 274,141  
Stock-based compensation expense     -       672       -       -       -       672  
Shares issued upon exercise of stock options, net of shares used for tax withholding     -       -       (330 )     -       -       (330 )
Net loss     -       -       -       -       (12,290 )     (12,290 )
Foreign currency translation adjustment     -       -       -       4,501       -       4,501  
Balance at January 31, 2021   $ 6     $ 362,615       (461 )   $ 3,895     $ (99,361 )   $ 266,694  

 

The accompanying Notes are an integral part of these Unaudited Consolidated Financial Statements

 

6

 

Concrete Pumping Holdings, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

 

   

Three Months Ended January 31,

 

(in thousands)

 

2021

   

2020

 
Net loss   $ (12,290 )   $ (2,746 )

Adjustments to reconcile net loss to net cash provided by operating activities:

               
Depreciation     6,925       6,492  
Deferred income taxes     (2,855 )     (645 )
Amortization of deferred financing costs     961       1,044  
Amortization of intangible assets     6,913       8,593  
Stock-based compensation expense     672       1,467  
Loss on extinguishment of debt     15,510       -  
Net gain on the sale of property, plant and equipment     (593 )     (281 )
Payment of contingent consideration in excess of amounts established in purchase accounting     -       (537 )
Net changes in operating assets and liabilities (net of acquisitions):                
Trade receivables, net     5,656       5,207  

Inventory

    (10 )     (549 )
Prepaid expenses and other current assets     (4,287 )     (5,771 )
Income taxes payable, net     (512 )     (558 )
Accounts payable     (1,157 )     393  
Accrued payroll, accrued expenses and other current liabilities     (2,353 )     (10,295 )

Net cash provided by operating activities

    12,580       1,814  
                 

Cash flows from investing activities:

               
Purchases of property, plant and equipment     (9,434 )     (17,410 )
Proceeds from sale of property, plant and equipment     1,894       1,718  

Net cash used in investing activities

    (7,540 )     (15,692 )
                 
Cash flows from financing activities:                
Proceeds on long term debt     375,000       -  
Payments on long term debt     (381,206 )     (5,222 )
Proceeds on revolving loan     80,945       84,460  
Payments on revolving loan     (75,122 )     (69,748 )
Payment of debt issuance costs     (8,464 )     -  
Payments on capital lease obligations     (23 )     (22 )
Purchase of treasury stock     (330 )     (131 )
Payment of contingent consideration established in purchase accounting     -       (1,183 )
Net cash provided by (used in) financing activities     (9,200 )     8,154  
Effect of foreign currency exchange rate on cash     (304 )     887  
Net decrease in cash and cash equivalents     (4,463 )     (4,837 )
Cash and cash equivalents:                
Beginning of period     6,736       7,473  
End of period   $ 2,273     $ 2,636  

 

The accompanying Notes are an integral part of these Unaudited Consolidated Financial Statements

 

7

 

Concrete Pumping Holdings, Inc.

Consolidated Statements of Cash Flows (Continued)

(Unaudited)

 

   

Three Months Ended January 31,

 

(in thousands)

 

2021

   

2020

 

Supplemental cash flow information:

               
Cash paid for interest   $ 5,890     $ 11,191  
Cash paid (refunded) for income taxes   $ 614     $ (40 )
                 

Non-cash investing and financing activities:

               
Equipment purchases included in accrued expenses and accounts payable   $ 781     $ 4,110  

 

 

The accompanying Notes are an integral part of these Unaudited Consolidated Financial Statements

 

8

 

 

Note 1. Organization and Description of Business

 

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 (the “Closing Date”), the Company, formerly known as Concrete Pumping Holdings Acquisition Corp., consummated a business combination transaction (the “Business Combination”) pursuant to which it acquired (i) the private operating company formerly called Concrete Pumping Holdings, Inc. (the "Predecessor") and (ii) the former special purpose acquisition company called Industrea Acquisition Corp (“Industrea”). In connection with the closing of the Business Combination, the Company changed its name to Concrete Pumping Holdings, Inc. 

 

Nature of business

 

Brundage-Bone and Capital are concrete pumping service providers in the United States ("U.S.") and Camfaud is a concrete pumping service provider in the United Kingdom (“U.K.”). Their core business is the provision of concrete pumping services to general contractors and concrete finishing companies in the commercial, infrastructure and residential sectors. Most often equipment returns to a “home base” nightly and neither company contracts to purchase, mix, or deliver concrete. Brundage-Bone and Capital collectively have approximately 90 branch locations across 22 states, with its corporate headquarters in Thornton (near Denver), Colorado. Camfaud has approximately 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 operating locations across the U.S. and shares an operating location in the U.K. with one of the Camfaud branches mentioned above, with its corporate headquarters in Thornton (near Denver), Colorado.

 

Seasonality

 

The Company’s sales are historically seasonal, with lower revenue volumes typically in the first half of the fiscal year and higher revenue volumes in the second half of each fiscal year. Such seasonality also causes the Company’s working capital cash flow requirements to vary from the first half of the fiscal year to the second half of the fiscal year and primarily depends on the variability of weather patterns with the Company generally having lower sales volume during the winter and spring months. 

 

Impacts of COVID-19

 

In March 2020, the World Health Organization declared the outbreak of COVID-19 to be a global pandemic and recommended containment and mitigation measures worldwide. The COVID-19 pandemic has rapidly changed market and economic conditions globally and may continue to create significant uncertainty in the macroeconomic environment. Such macroeconomic volatility, in addition to other unforeseen effects of this pandemic, has impacted our business, results of operations and overall financial performance. The Company has made adjustments to its operations and executed certain cost reduction initiatives as a result of the COVID-19 pandemic. For example, the Company has implemented certain short-term cost reductions, including headcount reductions, modified work schedules reducing hours where needed, and furloughs in limited locations.

 

9

 

In addition, the COVID-19 pandemic drove a sustained decline in the Company's stock price and a deterioration in general economic conditions in the fiscal 2020 second quarter, which qualified as a triggering event necessitating the evaluation of its goodwill and long-lived assets for indicators of impairment. As a result of the evaluation, the Company conducted a quantitative interim impairment test as of April 30, 2020 resulting in non-cash impairment charges of $43.5 million and $14.4 million to the Company's U.S. Concrete Pumping and U.K. Operations reporting units, respectively. Through January 31, 2021, no subsequent triggering events have been identified. The Company will continue to evaluate its goodwill and intangible assets in future quarters. Additional impairments may be recorded in the future based on events and circumstances, including those related to COVID-19 discussed above.

 

Despite recent progress in administration of vaccines, both the outbreak and the containment and mitigation measures have had and are likely to continue to have a serious adverse impact on the global economy, the severity and duration of which are uncertain. It is likely that government stabilization efforts will only partially mitigate the consequences to the economy. To date, the COVID-19 pandemic has primarily impacted revenue volumes in the U.K. and certain markets in the U.S. The full extent to which the COVID-19 pandemic will impact the Company’s business, financial condition, and results of operations in the future is highly uncertain and will be affected by a number of factors. These include the duration and extent of the pandemic; the duration and extent of imposed or recommended containment and mitigation measures; the extent, duration, and effective execution of government stabilization and recovery efforts, including those from the successful distribution of an effective vaccine; the impact of the pandemic on economic activity, including on construction projects and the Company’s customers’ demand for its services; the Company’s ability to effectively operate, including as a result of travel restrictions and mandatory business and facility closures; the ability of the Company’s customers to pay for services rendered; any further closures of the Company’s and the Company’s customers’ offices and facilities; and any additional project delays or shutdowns. Customers may also slow down decision-making, delay planned work or seek to terminate existing agreements. Any of these events may have a material adverse effect on the Company’s business, financial condition, and/or results of operations, including further impairment to our goodwill and intangible assets. The Company will continue to evaluate the effect of COVID-19 on its business.

 

 

Note 2. Summary of Significant Accounting Policies

 

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 include all information and footnotes required by GAAP for complete financial statements. The enclosed statements reflect all normal and recurring adjustments which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows of the Company at  January 31, 2021 and for all periods presented. All intercompany balances and transactions have been eliminated in consolidation.

 

Principles of consolidation

 

The Consolidated Financial Statements include all accounts of the Company 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 differ from those estimates, and such differences may be material to the Company’s consolidated financial statements.

 

10

 

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 require collateral for their accounts receivable; however, the Company may file statutory liens or take other appropriate legal action when necessary on construction projects in which collection problems arise. A trade receivable is typically considered to be past due if any portion of the receivable balance is outstanding for more than 30 days. The Company does not charge interest on past-due trade receivables.

 

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 as of  January 31, 2021 and October 31, 2020, respectively. Trade receivables are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received.

 

Inventory

 

Inventory consists primarily of replacement parts for concrete pumping equipment. Inventories are stated at the lower of cost (first-in, first-out method) or net realizable value. The Company evaluates inventory and records an allowance for obsolete and slow- moving inventory to account for cost adjustments to market. Based on management’s analysis, no allowance for obsolete and slow-moving inventory was required as of  January 31, 2021 and October 31, 2020.

 

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 levels of inputs that may be used to measure fair value:

 

Level 1 – Quoted prices in active markets for identical assets or liabilities.

 

Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities.

 

Level 3 – Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

 

Deferred financing costs

 

Deferred financing costs representing third-party, non-lender debt issuance costs are deferred and amortized using the effective interest rate method over the term of the related long-term-debt agreement, and the straight-line method for the revolving credit agreement.

 

Debt issuance costs, including any original issue discounts, related to term loans or senior notes 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 (“ASC 350”), the Company evaluates goodwill for possible impairment annually or more frequently if events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Company uses a two-step process to assess the realizability of goodwill. The first step is a qualitative assessment that analyzes current economic indicators associated with a particular reporting unit. For example, the Company analyzes changes in economic, market and industry conditions, business strategy, cost factors, and financial performance, among others, to determine if there are indicators of a significant decline in the fair value of a particular reporting unit. If the qualitative assessment indicates a stable or improved fair value, no further testing is required. If a qualitative assessment indicates it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company will proceed to the quantitative second step where the fair value of a reporting unit is calculated based on weighted income and market-based approaches. If the fair value of a reporting unit is lower than its carrying value, an impairment to goodwill is recorded, not to exceed the carrying amount of goodwill in the reporting unit. As of January 31, 2021, no indicators of impairment have been identified.

 

11

 

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 amortized but are subject to annual reviews for impairment.

 

Impairment of long-lived assets

 

ASC 360, Property, Plant and Equipment (ASC 360) requires other long-lived assets to be evaluated for impairment when indicators of impairment are present. If indicators are present, assets are grouped to the lowest level for which identifiable cash flows are largely independent of other asset groups and cash flows are estimated for each asset group over the remaining estimated life of each asset group. If the undiscounted cash flows estimated to be generated by those assets are less than the asset’s carrying amount, impairment is recognized in the amount of the excess of the carrying value over the fair value. No indicators of impairment were identified as of January 31, 2021.

 

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. 

 

12

 

Stock-based compensation

 

The Company follows ASC 718, CompensationStock Compensation (ASC 718), which requires the measurement and recognition of compensation expense, based on estimated fair values, for all share-based awards made to employees and directors. The Company expenses the grant date fair value of the award in the consolidated statements of operations over the requisite service periods on a straight-line basis. The Company accounts for forfeitures as they occur in accordance with ASU No. 2016-09, CompensationStock Compensation (ASC 718): Improvements to Employee Share-Based Payment Accounting.

 

Income taxes

 

The Company complies with ASC 740, Income Taxes, which requires an asset and liability approach to financial reporting for 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 that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, carryback opportunities, and tax planning strategies in making the assessment. Income tax expense includes both the current income taxes payable or refundable and the change during the period in the deferred tax assets and liabilities. The tax benefit from an uncertain tax position is only recognized in the consolidated balance sheet if the tax position is more likely than not to be sustained upon an examination.

 

Camfaud files income tax returns in the U.K. Camfaud’s national statutes are generally open for one year following the statutory filing period.

 

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. The two-class method of computing earnings per share is required for entities that have participating securities. The two-class method is an earnings allocation formula that determines earnings per share for participating securities according to dividends declared (or accumulated) and participation rights in undistributed earnings. The Company has two classes of stock: (1) Common Stock and (2) Participating Preferred Stock (“Preferred Stock”).

 

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 included in the diluted earnings (loss) per share calculation when their effect is antidilutive.

 

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.

 

13

 

Business combinations

 

The Company applies the principles provided in ASC 805, Business Combinations ("ASC 805"), when a business is acquired. Tangible and intangible assets acquired and liabilities assumed are recorded at fair value and goodwill is recognized for any differences between the fair value of consideration transferred and the fair value of net assets acquired. Transaction costs for business combinations are expensed as incurred in accordance with ASC 805.

 

Concentrations

 

As of  January 31, 2021 and  October 31, 2020 there were three significant vendors that the Company relied upon to purchase concrete pumping boom equipment. However, should the need arise, there are alternate vendors who can provide concrete pumping boom equipment.

 

Cash balances held at financial institutions may, at times, be in excess of federally insured limits. The Company places its temporary cash balances in high-credit quality financial institutions.

 

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 collateral to support credit sales. During the periods described above, no customer represented 10 percent or more of sales or trade receivables. 

 

 

Note 3. New Accounting Pronouncements

 

We have opted to take advantage of the extended transition period available to emerging growth companies pursuant to the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) for new accounting standards.

 

Recently issued accounting pronouncements not yet effective

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (ASC 606) (“ASU 2014-09”), which is a comprehensive new revenue recognition model.

 

Under ASU 2014-09 and the related clarifying ASUs, a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services. Following the issuance of ASU 2020-05 that deferred the effective date for certain companies, ASU 2014-09 is effective for emerging growth companies that have elected to use private company adoption dates in annual reporting periods beginning after December 15, 2018 and interim reporting periods within annual reporting periods beginning after December 15, 2019 and is to be adopted using either a full retrospective or modified retrospective transition method. The Company expects to adopt the guidance under the modified retrospective approach during the fourth quarter of the fiscal year ending October 31, 2021. The Company is currently evaluating the impact of the adoption of the new standard but does not expect a significant impact on the consolidated financial statements. 

 

14

 

In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”), which is codified in ASC 842, Leases (“ASC 842”) and supersedes current lease guidance in ASC 840, Leases. ASC 842 requires a lessee to recognize a right-of-use asset and a corresponding lease liability for substantially all leases. The lease liability will be equal to the present value of the remaining lease payments while the right-of-use asset will be similarly calculated and then adjusted for initial direct costs. In addition, ASC 842 expands the disclosure requirements to increase the transparency and comparability of the amount, timing and uncertainty of cash flows arising from leases. In July 2018, the FASB issued ASU 2018-11, Leases ASC 842: Targeted Improvements, which allows entities to initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption.

 

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, and interim periods within fiscal years beginning after December 15, 2022. The Company plans to adopt the new standard effective for the year ending October 31, 2022. The Company is currently evaluating the impact of the pending adoption of the new standard on the consolidated financial statements. 

 

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326), This ASU, along with subsequently issued related ASUs, requires financial assets (or groups of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected, among other provisions. This ASU is effective for emerging growth companies that have elected to use private company adoption dates with annual and interim periods beginning after December 15, 2022, with early adoption permitted. The Company plans to adopt the new standard effective for the year ending October 31, 2022. The amendments of this ASU should be applied on a modified retrospective basis to all periods presented. The Company is currently evaluating the effects adoption of this guidance will have on the consolidated financial statements.

 

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting for contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”). Specifically, to the extent the Company's debt agreements are modified to replace LIBOR with another interest rate index, ASU 2020-04 will permit the Company to account for the modification as a continuation of the existing contract without additional analysis. Companies may generally elect to apply the guidance for periods that include March 12, 2020 through December 31, 2022. The Company is evaluating the anticipated impact of this standard on its condensed consolidated financial statements as well as timing of adoption.

 

15

 

 

Note 4.     Fair Value Measurement

 

The carrying amounts of the Company's cash and cash equivalents, accounts receivable, accounts payable and current accrued liabilities approximate their fair value due to the short-term maturity of these instruments. 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 differ from their respective fair values. The fair values of the long-term debt instruments are derived from Level 2 inputs.  The fair value amount of the long-term debt instruments at  January 31, 2021 and at  October 31, 2020 is presented in the table below based on the prevailing interest rates and trading activity of the Term loans or Senior Notes.

 

   

January 31,

   

October 31,

 
   

2021

   

2020

 

(in thousands)

 

Carrying Value

   

Fair Value

   

Carrying Value

   

Fair Value

 
Term loans   $ -     $ -     $ 381,205     $ 365,003  
Senior notes   $ 375,000     $ 381,563     $ -     $ -  
Capital lease obligations   $ 454     $ 454     $ 477     $ 477  

 

In connection with the acquisition of Camfaud in November 2016, former Camfaud shareholders were eligible to receive earnout payments (“deferred consideration”) of up to $3.1 million if certain Earnings before interest, taxes, depreciation, and amortization ("EBITDA") targets were met. In accordance with ASC 805, the Company reviewed the deferred consideration on a quarterly basis in order to determine its fair value. Changes in the fair value of the liability are recorded within general and administrative expenses in the consolidated statement of income in the period in which the change was made. The Company estimated the fair value of the deferred consideration based on its probability assessment of Camfaud’s EBITDA achievements during the 3 year earnout period. In developing these estimates, the Company considered its revenue and EBITDA projections, its historical results, and general macro-economic environment and industry trends. This fair value measurement was based on significant revenue and EBITDA inputs not observed in the market, which represents a Level 3 measurement. The fair value of the deferred consideration was $1.7 million at October 31, 2019, which also represented the date at which the 3-year earnout period ended. The deferred consideration was fully paid out during the fiscal 2020 first quarter. In accordance with US GAAP, the related cash outflows are reflected in the statement of cash flows with $1.2 million being included in financing activities, reflecting the payment of contingent consideration that was originally established in purchase accounting, and the remaining $0.5 million being included in operating activities, reflecting the payment amount that is in excess of the contingent consideration that was originally established in purchase accounting.

 

The Company's non-financial assets, which primarily consist of property and equipment, goodwill and other intangible assets, are not required to be carried at fair value on a recurring basis and are reported at carrying value. However, on a periodic basis or whenever events or changes in circumstances indicate that their carrying value may not be fully recoverable (and at least annually for goodwill and indefinite lived intangibles), non-financial instruments are assessed for impairment and, if applicable, written down to and recorded at fair value.

 

16

 

 

Note 5. Prepaid Expenses and Other Current Assets

 

The significant components of prepaid expenses and other current assets at  January 31, 2021 and at  October 31, 2020 are comprised of the following:

 

   

January 31,

   

October 31,

 

(in thousands)

 

2021

   

2020

 
Prepaid insurance   $ 5,733     $ 1,399  
Prepaid licenses and deposits     795       429  
Prepaid rent     451       149  
Other current assets and prepaids     1,103       717  

Total prepaid expenses and other current assets

  $ 8,082     $ 2,694  

 

 

Note 6. Property, Plant and Equipment

 

The significant components of property, plant and equipment at  January 31, 2021 and at  October 31, 2020 are comprised of the following:

 

   

January 31,

   

October 31,

 

(in thousands)

 

2021

   

2020

 
Land, building and improvements   $ 26,841     $ 26,728  
Capital leases—land and buildings     828       828  
Machinery and equipment     323,732       318,029  
Transportation equipment     2,493       2,338  
Furniture and office equipment     2,140       1,230  

Property, plant and equipment, gross

    356,034       349,153  
Less accumulated depreciation     (51,401 )     (44,899 )

Property, plant and equipment, net

  $ 304,633     $ 304,254  

 

Depreciation expense for the three-month periods ended  January 31, 2021 and  January 31, 2020 was $6.9 million and $6.5 million, respectively. Depreciation expense related to revenue producing machinery and equipment is recorded in cost of operations and an immaterial amount of depreciation expense related to our capital leases and furniture and fixtures is included in general and administrative expenses.

 

17

 
 

Note 7. Goodwill and Intangible Assets

 

The Company recognized goodwill and certain intangible assets in connection with business combinations.

 

During the second quarter of fiscal 2020, the Company identified a triggering event resulting from a sustained decline in its stock price and deterioration in general economic conditions resulting from COVID-19. As a result, the Company, with the assistance of a third party valuation specialist, performed an interim impairment test on its indefinite-lived trade name intangible assets and goodwill as of 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 on April 30, 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 on April 30, 2020.

 

The factors leading to the impairment of the Company's goodwill and intangibles were primarily due to (1) lower anticipated future net revenues and earnings in its estimate of future cash flows resulting from COVID-19 and (2) a higher discount rate applied to future cash flows as a result of uncertainties of the overall economic impact from COVID-19. There is inherent uncertainty associated with key assumptions used by the Company in its impairment analyses including the duration of the economic downturn associated with COVID-19 and the recovery period.

 

There were no triggering events during the fiscal 2021 first quarter. The Company will continue to evaluate its goodwill and intangible assets in future quarters. Additional impairments  may be recorded based on events and circumstances, including those related to COVID-19 discussed in Note 1.

 

The following table summarizes the composition of intangible assets at  January 31, 2021 and at  October 31, 2020:

 

  

January 31,

  

October 31,

 
  

2021

  

2020

 
  

Gross

          

Foreign Currency

  

Net

  

Gross

          

Foreign Currency

  

Net

 
(in  

Carrying

      

Accumulated

  

Translation

  

Carrying

  

Carrying

      

Accumulated

  

Translation

  

Carrying

 

thousands)

 

Value

  

Impairment

  

Amortization

  

Adjustment

  

Amount

  

Value

  

Impairment

  

Amortization

  

Adjustment

  

Amount

 

Customer relationship

 $194,881  $-   (71,438) $(594) $122,849  $193,585  $-  $(64,676) $(106) $128,803 

Trade name

  5,764   -   (1,161)  (80)  4,523   5,432   -   (1,020)  (14) $4,398 

Trade name (indefinite life)

  55,500   (5,000)  -   -   50,500   55,500   (5,000)  -   -  $50,500 

Noncompete agreements

  200   -   (72)  -   128   200   -   (62)  -  $138 

Total intangibles

 $256,345  $(5,000) $(72,671) $(674) $178,000  $254,717  $(5,000) $(65,758) $(120) $183,839 

 

18

 

Amortization expense for the three-month periods ended  January 31, 2021 and  January 31, 2020 was $6.9 million and $8.6 million, respectively. The estimated aggregate amortization expense for intangible assets over the next five fiscal years ending October 31 and thereafter is as follows:

 

(in thousands)

    
2021 (excluding the period from November 1, 2020 to January 31, 2021) $20,109 
2022  21,747 
2023  17,292 
2024  13,892 
2025  11,245 
Thereafter  43,215 

Total

 $127,500 

 

The changes in the carrying value of goodwill by reportable segment for the quarter ended  January 31, 2021 are as follows:

 

(in thousands)

 

U.S. Concrete Pumping

  

U.K. Operations

  

U.S. Concrete Waste Management Services

  

Corporate

  

Total

 

Balance at October 31, 2020

 $147,482  $26,539  $49,133  $-  $223,154 
Foreign currency translation  -   1,622   -   -   1,622 
Balance at January 31, 2021 $147,482  $28,161  $49,133  $-  $224,776 

 

19

 
 

Note 8. Long Term Debt and Revolving Lines of Credit

 

On January 28, 2021, Brundage-Bone Concrete Pumping Holdings Inc., a Delaware corporation (the “Issuer”) and a wholly-owned subsidiary of the Company (i) completed a private offering of $375.0 million in aggregate principal amount of its 6.000% senior secured second lien notes due 2026 (the “Senior Notes”) issued pursuant to an indenture, among the Issuer, the Company, the other Guarantors (as defined below), Deutsche Bank Trust Company Americas, as trustee and as collateral agent (the "Indenture") and (ii) entered into an amended and restated ABL Facility (the "ABL Facility") by and among the Company, certain subsidiaries of the Company, Wells Fargo Bank, National Association, as agent, sole lead arranger and sole bookrunner, the other Lenders party thereto, which provided up to $125.0 million of asset-based revolving loan commitments to the Company and the other borrowers under the ABL Facility. The proceeds from the Senior Notes, along with certain borrowings under the ABL Facility, were used to repay all outstanding indebtedness under the Company’s existing term loan agreement (see discussion below), dated December 6, 2018, and pay related fees and expenses. Summarized terms of these facilities are included below.

 

Senior Notes

 

Summarized terms of the Senior Notes are as follows:

 

 

Provides for an original aggregate principal amount of $375.0 million;

 

The Senior Notes will mature and be due and payable in full on February 1, 2026;

 

The Senior Notes bear interest at a rate of 6.000% per annum, payable on February 1 and August 1 of each year;

 

The Senior Notes are jointly and severally guaranteed on a senior secured basis by the Company, Concrete Pumping Intermediate Acquisition Corp. and each of the Issuer’s domestic, wholly-owned subsidiaries that are borrowers and certain of the guarantors under the ABL Facility (collectively, the "Guarantors"). The Senior Notes and the guarantees are secured on a second-priority basis by all the assets of the Issuer and the Guarantors that secure the obligations under the ABL Facility, subject to certain exceptions. The Senior Notes and the guarantees will be the Issuer’s and the Guarantors’ senior secured obligations, will rank equally with all of the Issuer’s and the Guarantors’ existing and future senior indebtedness and will rank senior to all of the Issuer’s and the Guarantors’ existing and future subordinated indebtedness. The Senior Notes are structurally subordinated to all existing and future indebtedness and liabilities of the Company’s subsidiaries that do not guarantee the Senior Notes;

 

The Indenture includes certain covenants that limit, among other things, the Issuer’s ability and the ability of its restricted subsidiaries to: incur additional indebtedness and issue certain preferred stock; make certain investments, distributions and other restricted payments; create or incur certain liens; merge, consolidate or transfer all or substantially all assets; enter into certain transactions with affiliates; and sell or otherwise dispose of certain assets.

 

The outstanding principal amount of Senior Notes as of  January 31, 2021 was $375.0 million and as of that date, the Company was in compliance with all covenants under the Indenture.

 

20

 

ABL Facility

 

A comparison of terms of the ABL Facility before and immediately after the amendment are as follows:

 

Dated December 6, 2018

 

As of January 28, 2021

Borrowing availability in U.S. Dollars and GBP up to a maximum of $60.0 million;

 

Borrowing availability in U.S. Dollars and GBP up to a maximum of $125.0 million and an accordion feature under which the Company can increase the ABL Facility by up to an additional $75.0 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;

 

Same;

 

All loans advanced will mature and be due and payable in full on December 6, 2023;

 

All loans advanced will mature and be due and payable in full on January 28, 2026;

Amounts borrowed may be repaid at any time, subject to the terms and conditions of the agreement;

 

Same;

Borrowings in U.S. Dollars and GBP bear interest at either (1) an adjusted LIBOR rate or (2) a base rate, in each case plus an applicable margin currently set at 2.25% and 1.25%, respectively. The ABL Facility is subject to two step-downs of 0.25% and 0.50% based on excess availability levels;

 

Borrowings in U.S. Dollars and GBP bear interest at either (1) an adjusted LIBOR rate or (2) a base rate, in each case plus an applicable margin currently set at 2.0% and 1.00% per annum, respectively. The ABL Facility is subject to a step-down of 0.25% based on excess availability levels;

U.S. ABL Facility obligations will be secured by (i) a perfected first priority security interest in substantially all personal property of the Company and certain of its subsidiaries that are loan parties thereunder consisting of all accounts receivable, inventory, cash, intercompany notes, books and records, chattel paper, deposit, securities and operating accounts and all other working capital assets and all documents, instruments and general intangibles related to the foregoing (the “U.S. ABL Priority Collateral”) and (ii) a perfected second priority security interest in substantially all Term Loan Agreement priority collateral, in each case subject to customary exceptions and limitations;

 

US ABL Facility obligations will be secured by a first-priority perfected security interest in substantially all the assets of the Issuer, together with Brundage-Bone Concrete Pumping, Inc., Eco-Pan, Inc., Capital Pumping LP (collectively, the "US ABL Borrowers") and each of the Company's wholly-owned domestic subsidiaries (the "US ABL Guarantors"), subject to certain exceptions;

U.K. ABL Facility obligations will be secured by (i) a perfected first-priority security interest in (A) the U.S. ABL Priority Collateral, (B) all of the stock (or other ownership interests) in, and held by, the U.K. borrower subsidiaries of the Company, and (C) all of the current and future assets and property of the U.K subsidiaries of the Company that are loan parties thereunder, including a first-ranking floating charge over all current and future assets and property of each U.K. subsidiary of the Company that is a loan party thereunder; and (ii) a perfected, second-priority security interest in substantially all Term Loan Agreement priority collateral, in each case subject to customary exceptions and limitations; and

 

UK ABL Facility obligations will be secured by a first priority perfected security interest in substantially all assets of Camfaud Concrete Pumps Limited and Premier Concrete Pumping Limited, each of the Company's wholly-owned UK subsidiaries, and by each of the US ABL Borrowers and the US ABL Guarantors, subject to certain exceptions; 

The ABL Facility 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.

 

Same.

 

The outstanding balance under the amended ABL Facility as of  January 31, 2021 was $7.7 million and as of that date, the Company was in compliance with all debt covenants.

 

21

 

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 by $60.0 million in connection with the acquisition of Capital;

 

The initial term loans advanced will mature and be due and payable in full seven years after the Closing Date, with principal amortization payments in an annual amount equal to 5.00% of the original principal amount;

 

Borrowings under the Term Loan Agreement, will bear interest at either (1) an adjusted LIBOR rate or (2) an alternate base rate, plus an applicable margin of 6.00% or 5.00%, respectively;

 

The Term Loan Agreement is secured by (i) a first priority perfected lien on substantially all of the assets of the Company and certain of its subsidiaries that are loan parties thereunder to the extent not constituting ABL Facility priority collateral and (ii) a second priority perfected lien on substantially all ABL Facility priority collateral, in each case subject to customary exceptions and limitations;

 

The Term Loan Agreement includes certain non-financial covenants.

 

As discussed above, all outstanding borrowings under the Term Loan Agreement were repaid on January 28, 2021. The pay-off of the term loan were treated as a debt extinguishment while the amended ABL facility was treated as a debt modification. In accordance with debt extinguishment accounting rules, the Company recorded $15.5 million in debt extinguishment costs related to the write-off of all unamortized deferred debt issuance costs that were related to the term loan and capitalized $7.0 million of debt issuance costs related to the Senior Notes. For the amendments to the ABL Facility, the Company capitalized 1.5 million of debt issuance costs.

 

The table below is a summary of the composition of the Company’s long-term debt balances at  January 31, 2021 and at October 31, 2020.

 

 

  

January 31,

  

October 31,

 

(in thousands)

 

2021

  

2020

 
Revolving loan $7,687  $1,741 

Short term portion of term loan

  -   20,888 

Long term portion of term loan

  -   360,317 
Senior notes - all long term  375,000   - 

Total debt, gross

  382,687   382,946 
Less unamortized deferred financing costs  (6,960)  (16,411)
Total debt, net of unamortized deferred financing costs $375,727  $366,535 

 

22

 
 

Note 9. Accrued Payroll and Payroll Expenses

 

The following table summarizes accrued payroll and expenses at  January 31, 2021 and at  October 31, 2020:

 

   

January 31,

   

October 31,

 

(in thousands)

 

2021

   

2020

 
Accrued vacation   $ 1,665     $ 1,667  
Accrued payroll     1,913       1,507  
Accrued bonus     1,561       4,752  
Other accrued     5,811       5,139  

Total accrued payroll and payroll expenses

  $ 10,950     $ 13,065  

 

23

 
 

Note 10. Accrued Expenses and Other Current Liabilities

 

The following table summarizes accrued expenses and other current liabilities at  January 31, 2021 and at  October 31, 2020

 

   

January 31,

   

October 31,

 

(in thousands)

 

2021

   

2020

 
Accrued insurance   $ 8,666     $ 7,806  
Accrued interest     191       146  
Accrued equipment purchases     760       4,149  
Accrued sales and use tax     2,152       311  
Accrued property taxes     440       882  
Accrued professional fees     1,474       1,213  
Accrued due to related party     459       1,765  
Other     1,384       2,607  

Total accrued expenses and other liabilities

  $ 15,526     $ 18,879  

 

 

Note 11. Income Taxes

 

For the first quarter ended January 31, 2021, the Company recorded an income tax benefit of $2.6 million on a pretax loss of $14.9 million. For the first quarter ended January 31, 2020, the Company recorded an income tax benefit of $1.1 million on a pretax loss of $3.9 million.

 

At  January 31, 2021 and October 31, 2020, we had deferred tax liabilities, net of deferred tax assets, of $65.6 million and $68.0 million, respectively. The decrease in our net deferred tax liability is primarily due to current year operating results and reversal of existing deferred tax assets and liabilities during the period ended January 31, 2021. The Company has a valuation allowance of $0.1 million as of both January 31, 2021 and October 31, 2020 related to foreign tax credit carryforwards where realization is more uncertain at this time due to the limited carryforward periods that exist.

 

The Company had unrecognized tax benefits of $1.5 million and $1.6 million as of January 31, 2021 and October 31, 2020, respectively. If recognized, none of these benefits would favorably impact the Company's income tax expense.

 

24

 
 

Note 12. Commitments and Contingencies

 

Insurance

 

As of  January 31, 2021 and October 31, 2020, the Company was partially insured for automobile, general and worker's compensation liability. The Company has accrued $5.9 million and $5.4 million, as of  January 31, 2021 and October 31, 2020, respectively, for claims incurred but not reported and estimated losses reported, which is included in accrued expenses and other current liabilities in the accompanying consolidated balance sheets.

 

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  January 31, 2021 and October 31, 2020, the Company had accrued $1.2 million and $2.4 million, respectively, for health claims incurred but not reported based on historical claims amounts and average lag time. These accruals are included in accrued expenses and other current liabilities in the accompanying consolidated balance sheets. The Company contracts with a third party administrator to process claims, remit benefits, etc. The third party administrator requires the Company to maintain a bank account to facilitate the administration of claims. The account balance was $0.2 million and $0.3 million, as of  January 31, 2021 and October 31, 2020, respectively, and is included in cash and cash equivalents in the accompanying consolidated balance sheets.

 

Litigation

 

The Company is currently involved in certain legal proceedings and other disputes with third parties that have arisen in the ordinary course of business. Management believes that the outcomes of these matters will not have a material impact on the Company’s financial statements and does not believe that any amounts need to be recorded for contingent liabilities in the Company’s consolidated balance sheet.

 

Letters of credit

 

The ABL Facility provides for up to $7.5 million of standby letters of credit. As of  January 31, 2021, total outstanding letters of credit totaled $2.0 million, the vast majority of which had been committed to the Company’s general liability insurance provider.

 

25

 
 

Note 13. Stockholders Equity

 

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 share of common stock at an exercise price of $11.50 per share, with exercisable rights expiring December 6, 2023; and

 

 

2,450,980 shares of zero-dividend convertible perpetual preferred stock (“Series A Preferred Stock”) outstanding, as further discussed below

 

On May 14, 2019, in order to finance a portion of the purchase price for the acquisition of Capital, the Company completed a public offering of 18,098,166 of its common stock at a price of $4.50 per share, receiving net proceeds of approximately $77.4 million, after deducting underwriting discounts, commissions, and other offering expenses. In connection with the offering, certain of the Company’s directors, officers and significant stockholders, and certain other related investors purchased an aggregate of 3,980,166 shares of its common stock from the underwriters at the public offering price of $4.50, representing approximately 25% of the total shares issued (without giving effect to the underwriters’ option to purchase additional shares).

 

As discussed below, on April 29, 2019, 2,101,213 shares of common stock were issued in exchange for the Company's public warrants and 1,707,175 shares of common stock were issued in exchange for the Company's private warrants. After the completion of the warrant exchange and as of January 31, 2021, there were 13,017,777 public warrants and no private warrants outstanding.

 

The Company’s Series A Preferred Stock does not pay dividends and is convertible (effective June 6, 2019) into shares of the Company’s common stock at a 1:1 ratio (subject to customary adjustments). The Company has the right to elect to redeem all or a portion of the Series A Preferred Stock at its election after December 6, 2022 for cash at a redemption price equal to the amount of the principal investment plus an additional cumulative amount that will accrue at an annual rate of 7.0% thereon. In addition, if the volume weighted average price of shares of the Company’s common stock equals or exceeds $13.00 for 30 consecutive days, then the Company will have the right to require the holder of the Series A Preferred Stock to convert its Series A Preferred Stock into Company common stock, at a ratio of 1:1 (subject to customary adjustments).

 

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 solely within the Company’s control) are classified as temporary equity. The preferred stock contains a redemption feature contingent upon a change in control which is not solely within the control of the Company, and as such, the preferred stock is presented outside of permanent equity.

 

26

 

Warrant Exchange

 

On April 1, 2019, the Company commenced an offer to each holder of its publicly traded warrants (the “public warrants”) and private placement warrants that were issued in connection with Industrea’s initial public offering on April 17, 2017 (the “private warrants”) to receive 0.2105 shares of common stock in exchange for each outstanding public warrant tendered and 0.1538 shares of common stock in exchange for each private warrant tendered pursuant to the offer (the “Offer” or “Warrant Exchange”).

 

On April 26, 2019, a total of 9,982,123 public warrants and 11,100,000 private warrants were tendered for exchange pursuant to the Offer.  On April 29, 2019, 2,101,213 shares of common stock were issued in exchange for the tendered public warrants and 1,707,175 shares of common stock were issued in exchange for the tendered private warrants. A negligible amount of cash was paid for fractional shares. As of January 31, 2021, 13,017,777 public warrants and no private warrants were outstanding.

 

 

Note 14. Stock-Based Compensation

 

The Company rolled forward certain vested options from the Predecessor (see discussion below) to 2,783,479 equivalent vested options in the Company. 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, pursuant to the Concrete Pumping Holdings, Inc. 2018 Omnibus Incentive Plan, the Company granted stock-based awards to certain employees in the U.S. and U.K. All awards in the U.S. are restricted stock awards while awards granted to employees in the U.K. are stock options with exercise prices of $0.01. Regardless of where the awards were granted, the awards vested pursuant to one of the four following conditions:

 

 

(1)

Time-based only – Awards vest in equal installments over a five-year period.

 

 

(2)

$13 market-based and time-based vesting – Awards will vest as to first condition once the Company’s stock reaches a closing price of $13.00 for 30 consecutive trading days. Once the first vesting condition is achieved, the stock award will then vest 1/3 annually over a three-year period.

 

 

(3)

$16 market-based and time-based vesting – Awards will vest as to first condition once the Company’s stock reaches a closing price of $16.00 for 30 consecutive trading days. Once the first vesting condition is achieved, the stock award will then vest 1/3 annually over a three-year period.

 

 

(4)

$19 market-based and time-based vesting – Awards will vest as to first condition once the Company’s stock reaches a closing price of $19.00 for 30 consecutive trading days. Once the first vesting condition is achieved, the stock award will then vest 1/3 annually over a three-year period.

 

27

 

On October 29, 2020 almost all of the then-outstanding stock awards were modified as follows:

 

  (1) 113 awards for 113 employees accepted a modification to their restricted stock awards (if U.S. employees) or stock options (if U.K. employees) with market-based vesting conditions as follows:
  o The price vesting targets of $13.00 per share, $16.00 per share or $19.00 per share were reduced to $6.00 per share, $8.00 per share or $10.00 per share, respectively
  o The market-based awards were exchanged on a 2-for-1 exchange ratio.  In total 3,816,450 market-based awards were exchanged for 1,908,165 market-based awards
  (2) 18 awards for 18 employees had their restricted stock awards (if U.S. employees) or stock options (if U.K. employees) with market-based vesting conditions (the same $13/$16/$19 price targets outlined above) modified as follows:
  o Each individual's total award was split into the following: (a) 46% of time vesting shares that vested on December 6, 2020, (b) 15% of time vesting shares which will vest ratably 1/3 each year on December 6, 2021, 2022 and 2023, and (c) the remaining 39% will initially vest based on reduced price vesting targets of $6.00 per share, $8.00 per share or $10.00 per share. Once the first vesting condition is achieved, the stock award will then vest 1/3 annually over a three-year period.
  o In the aggregate, 1,381,426 stock awards were modified as follows:
  (a) 635,455 shares vested on December 6, 2020,
  (b) 207,215 shares will vest ratably 1/3 each year on December 6, 2021, 2022 and 2023, and
  (c) 538,756 shares will vest based on reduced price vesting targets of $6.00 per share, $8.00 per share or $10.00 per share

 

As a result of the modifications, and in accordance with ASC 718, the Company updated the fair value of each modified award to be equal to the following:

 

  Unrecognized stock-based compensation expense as of October 29, 2020 immediately before the modification plus
  The greater of $0 or the difference between fair value of new award immediately after modification less the fair value of old award immediately before modification

 

The fair values for the above awards were calculated using a Monte Carlo simulation model and the updated fair value of the stock award is expensed over the new service period for the new award. As a result of the modifications, the Company recorded $5.9 million of compensation expense on day 1 of the modification as the requisite service period is zero. Outside of the unrecognized compensation expense for all other awards, no incremental costs are expected to be incurred in the future.

 

As of January 31, 2021, the Company has the following outstanding stock-based awards:

 

 

(1)

Time-based only – Awards vest in equal installments over a three or five-year period.

 

 

(2)

$6 market-based and time-based vesting – Awards will vest as to first condition once the Company’s stock reaches a closing price of $6.00 for 30 consecutive trading days. Once the first vesting condition is achieved, the stock award will then vest 1/3 annually over a three-year period.

 

 

(3)

$8 market-based and time-based vesting – Awards will vest as to first condition once the Company’s stock reaches a closing price of $8.00 for 30 consecutive trading days. Once the first vesting condition is achieved, the stock award will then vest 1/3 annually over a three-year period.

 

 

(4)

$10 market-based and time-based vesting – Awards will vest as to first condition once the Company’s stock reaches a closing price of $10.00 for 30 consecutive trading days. Once the first vesting condition is achieved, the stock award will then vest 1/3 annually over a three-year period.

 

28

 

Included in the table below is a summary of unvested awards at January 31, 2021, including the location, type of award, shares outstanding, unrecognized compensation expense, and the date that expense will be recognized through. In addition, while the table below provides a date through which expense will be recognized on a straight-line basis, if at such time the market-based stock awards vest earlier than the Monte Carlo simulation derived service period, expense recognition will be accelerated.

 

Location

 

Type of Award

 

Shares Unvested at January 31, 2021

   

Weighted Average Fair Value

   

Unrecognized Compensation Expense at January 31, 2021

 

Date Expense will be Recognized Through (Straight-Line Basis)

U.S.

 

Time Based Only

    866,953     $ 6.20     $ 4,321,570  

12/6/2023

U.S.

 

$6 Market/Time- Based

    580,091     $ 6.06       3,306,662  

1/22/2025

U.S.

 

$8 Market/Time- Based

    580,092     $ 5.35       2,931,121  

5/1/2025

U.S.

 

$10 Market/Time- Based

    580,106     $ 4.72       2,593,411  

7/9/2025

U.S.

 

$6 Market/Time- Based

    150,697     $ 6.19       -  

10/29/2020

U.S.

 

$8 Market/Time- Based

    150,697     $ 5.47       -  

10/29/2020

U.S.

 

$10 Market/Time- Based

    150,706     $ 4.83       -  

10/29/2020

U.S.

 

$13 Market/Time- Based

    1,925     $ 3.86       5,524  

5/4/2024

U.S.

 

$16 Market/Time- Based

    1,925     $ 3.46       4,913  

8/27/2024

U.S.

 

$19 Market/Time- Based

    1,925     $ 3.15       4,351  

11/19/2024

U.K.

 

Time Based Only

    136,685     $ 6.08       602,123  

12/6/2023

U.K.

 

$6 Market/Time- Based

    84,591     $ 5.85       460,006  

1/22/2025

U.K.

 

$8 Market/Time- Based

    84,591     $ 5.16       407,212  

5/1/2025

U.K.

 

$10 Market/Time- Based

    84,602     $ 4.55       360,018  

7/9/2025

U.K.

 

$6 Market/Time- Based

    28,885     $ 6.18       -  

10/29/2020

U.K.

 

$8 Market/Time- Based

    28,885     $ 5.46       -  

10/29/2020

U.K.

 

$10 Market/Time- Based

    28,886     $ 4.82       -  

10/29/2020

Total

    3,542,242           $ 14,996,911    

 

Note: The $13/$16/$19 Market/Time Based shares noted above relate to the shares not exchanged in the October 29, 2020 modification discussed above.

 

Stock-based compensation expense for the three-month periods ended  January 31, 2021 and  January 31, 2020 was $0.7 million and $1.5 million and has been included in general and administrative expenses on the accompanying consolidated statement of income. 

 

29

 
 

Note 15. Earnings Per Share

 

The Company calculates earnings per share in accordance with ASC 260, Earnings Per Share. For purposes of calculating earnings (loss) per share (“EPS”), a company that has participating security holders (for example, holders of unvested restricted stock that have non-forfeitable dividend rights and the Company’s Series A Preferred Stock) is required to utilize the two-class method for calculating EPS unless the treasury stock method results in lower EPS. The two-class method is an allocation of earnings/(loss) between the holders of common stock and a company’s participating security holders. Under the two-class method, earnings/(loss) for the reporting period is calculated by taking the net income (loss) for the period, less both the dividends declared in the period on participating securities (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) for the period. Our common shares outstanding are comprised of shareholder owned common stock and shares of unvested restricted stock held by participating security holders. Basic EPS is calculated by dividing income or loss attributable to common stockholders by the weighted average number of shares of common stock outstanding, excluding participating shares. To calculate diluted EPS, basic EPS is further adjusted to include the effect of potentially dilutive stock options outstanding and Series A Preferred Stock outstanding as of the beginning of the period. 

 

At January 31, 2021, the Company had outstanding (1) 13,017,777 million warrants to purchase shares of common stock at an exercise price of $11.50, (2) 3.1 million outstanding unvested restricted stock awards, (3) 1.2 million outstanding vested incentive stock options, (4) 0.5 million outstanding unvested non-qualified stock options, and (5) 2.5 million shares of Series A Preferred Stock, all of which could potentially be dilutive. For all periods presented, the weighted-average dilutive impact, if any, of these shares was excluded from the calculation of diluted earnings (loss) per common share because their inclusion would have been anti-dilutive. As a result, dilutive earnings (loss) per share is equal to basic earnings (loss) per share. 

 

The table below shows our basic and diluted EPS calculations for the three-month period ended January 31, 2021 and January 31, 2020:

 

   

Three Months Ended January 31,

 

(in thousands, except share and per share amounts)

 

2021

   

2020

 

Net loss (numerator):

               
Net loss attributable to Concrete Pumping Holdings, Inc.   $ (12,290 )   $ (2,746 )

Less: Accretion of liquidation preference on preferred stock

    (507 )     (473 )
Net loss attributable to common stockholders (numerator for basic earnings per share)   $ (12,797 )   $ (3,219 )
                 

Weighted average shares (denominator):

               

Weighted average shares - basic

    53,146,103       52,629,214  

Weighted average shares - diluted

    53,146,103       52,629,214  
                 
Basic loss per share   $ (0.24 )   $ (0.06 )
Diluted loss per share   $ (0.24 )   $ (0.06 )

 

30

 
 

Note 16. Segment Reporting

 

The Company conducts business through the following reportable segments based on geography and the nature of services sold:

 

 

U.S. Concrete Pumping – Consists of concrete pumping services sold to customers in the U.S. Business in this segment is primarily performed under the Brundage-Bone and Capital tradenames.

 

U.K. Operations – Consists of concrete pumping services and leasing of concrete pumping equipment to customers in the U.K. Business in this segment is primarily performed under the Camfaud Concrete Pumps and Premier Concrete Pumping tradenames. In addition to concrete pumping, we recently started operations of waste management services in the U.K. under the Eco-Pan tradename 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 tradename.

 

Corporate - Is primarily related to the intercompany leasing of real estate to certain of the U.S Concrete Pumping branches.

 

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. The Company’s Chief Operating Decision Maker (“CODM”) evaluates the performance of each segment based on revenue, and measures segment performance based upon EBITDA (earnings before interest, taxes, depreciation and amortization). Non-allocated interest expense and various other administrative costs are reflected in Corporate. Corporate assets primarily include cash and cash equivalents, prepaid expenses and other current assets, and real property. The following provides operating information about the Company’s reportable segments for the periods presented:

 

   

Three Months Ended January 31,

 

(in thousands)

 

2021

   

2020

 

Revenue

               
U.S. Concrete Pumping   $ 52,316     $ 55,105  
U.K. Operations     9,780       10,685  
U.S. Concrete Waste Management Services     8,422       8,283  
Corporate     625       625  
Intersegment     (722 )     (759 )
Total revenue   $ 70,421     $ 73,939  
                 

Income (loss) before income taxes

               
U.S. Concrete Pumping   $ (15,498 )   $ (3,874 )
U.K. Operations     (709 )     (1,008 )
U.S. Concrete Waste Management Services     852       571  
Corporate     417       418  
Total income (loss) before income taxes   $ (14,938 )   $ (3,893 )

 

 

31

 
   

Three Months Ended January 31,

 

(in thousands)

 

2021

   

2020

 

EBITDA

               
U.S. Concrete Pumping   $ (104 )   $ 14,862  
U.K. Operations     2,079       1,958  
U.S. Concrete Waste Management Services     3,200       3,250  
Corporate     625       625  
Total EBITDA   $ 5,800     $ 20,695  
                 

Consolidated EBITDA reconciliation

               
Net loss   $ (12,290 )   $ (2,746 )
Interest expense, net     6,900       9,503  
Income tax benefit     (2,648 )     (1,147 )
Depreciation and amortization     13,838       15,085  
Total EBITDA   $ 5,800     $ 20,695  

 

  

Three Months Ended January 31,

 

(in thousands)

 

2021

  

2020

 

Depreciation and amortization

        
U.S. Concrete Pumping $9,271  $10,004 
U.K. Operations  2,011   2,195 
U.S. Concrete Waste Management Services  2,348   2,679 
Corporate  208   207 
Total depreciation and amortization $13,838  $15,085 
         

Interest expense, net

        
U.S. Concrete Pumping $(6,123) $(8,732)
U.K. Operations  (777)  (771)
U.S. Concrete Waste Management Services  -   - 
Corporate  -   - 
Total interest expense, net $(6,900) $(9,503)
         

Transaction and debt extinguishment costs

        

U.S. Concrete Pumping

 $(15,481) $- 
Corporate  -   - 
Total transaction and debt extinguishment costs $(15,481) $- 

 

32

 

Total assets by segment for the periods presented are as follows:

 

   

January 31,

   

October 31,

 

(in thousands)

 

2021

   

2020

 

Total Assets

               
U.S. Concrete Pumping   $ 561,185     $ 570,536  
U.K. Operations     104,241       109,726  
U.S. Concrete Waste Management Services     140,715       140,209  
Corporate     25,678       25,517  
Intersegment     (65,796 )     (72,230 )
Total assets   $ 766,023     $ 773,758  

 

The U.S. and U.K. were the only regions that accounted for more than 10% of the Company’s revenue for the periods presented. There was no single customer that accounted for more than 10% of revenue for the periods presented. Revenue for the periods presented and long lived assets as of January 31, 2021 and October 31, 2020 are as follows:

 

   

Three Months Ended January 31,

 

(in thousands)

 

2021

   

2020

 
Revenue by Geography                
U.S.   $ 60,641     $ 63,254  
U.K.     9,780       10,685  
Total revenue   $ 70,421     $ 73,939  

 

   

January 31,

   

October 31,

 

(in thousands)

 

2021

   

2020

 

Long Lived Assets

               
U.S.   $ 258,331     $ 260,693  
U.K.     46,302       43,561  
Total long lived assets   $ 304,633     $ 304,254  

 

 

Note 17. Related Party Transaction

 

During fiscal years 2016 and 2017, the Company paid federal income taxes totaling $4.3 million (at a federal income tax rate of 34%). As the Company generated NOL carryforwards during fiscal 2018 and 2019, the CARES Act allowed the Company to carry back those NOL's to the fiscal 2016 and 2017 tax returns. During fiscal 2020, the Company carried back all NOL's that were generated in fiscal year 2018 to the 2016 and part of the 2017 tax returns and also carried back a portion of the NOL's accumulated during fiscal 2019 to the remaining income from the 2017 tax return.  On March 31, 2020, the Company received a demand letter alleging that the Company is required to remit to the Predecessor's shareholders certain tax refunds from carrying back certain NOL's made available as a result of the passage of the CARES Act.  In October 2020, the Company reached a settlement with the Predecessor’s shareholders, resulting in the Company agreeing to pay $2.0 million of the $4.3 million in refunds to the Predecessor’s shareholders. This $2.0 million charge was recorded in the fiscal 2020 fourth quarter in general and administrative expenses in the consolidated statements of operations.  The corresponding due to related party was recorded to accrued expenses and other current liabilities in the consolidated balance sheets and was to be settled as the income tax refunds from the IRS are received.  The majority of this liability was paid in the fiscal 2021 first quarter and the remaining due to related party of $0.5 million as of January 31,2021 is included in accrued expenses and other current liabilities in the accompanying consolidated balance sheets and is expected to be settled when the remaining income tax refunds from the IRS are received.

 

33

 
 

Item 2.    Managements Discussion and Analysis of Financial Condition and Results of Operations.

 

You should read the following managements discussion and analysis together with Concrete Pumping Holdings, Inc.s (the Company, we, us, our or Successor) Unaudited Consolidated Financial Statements and related notes included elsewhere in this Quarterly Report.

 

Cautionary Statement Concerning Forward-Looking Statements

 

Certain statements in this Quarterly Report on Form 10-Q constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements regarding our business, financial condition, results of operations, cash flows, strategies and prospects. These forward-looking statements may be identified by terminology such as “likely,” “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” or the negative of such terms and other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements contained in this Report are reasonable, we cannot guarantee future results. These statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from those expressed or implied by the forward-looking statements. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. However, any further disclosures made on related subjects in subsequent reports on Forms 10-K, 10-Q and 8-K should be considered. Additionally, information about issues that could lead to material changes in performance and risk factors that have the potential to affect us is contained under the caption “Risk Factors” in our Form 10-K filed with the SEC on January 12, 2021.

 

Business Overview

 

The Company is a Delaware corporation headquartered in Thornton (near Denver), Colorado. The unaudited consolidated financial statements included herein include the accounts of Concrete Pumping Holdings, Inc. and its wholly owned subsidiaries including Brundage-Bone Concrete Pumping, Inc. (“Brundage-Bone”), Capital Pumping (“Capital”), and Camfaud Group Limited (“Camfaud”), and Eco-Pan, Inc. (“Eco-Pan”).

 

On December 6, 2018, the Company, formerly known as Concrete Pumping Holdings Acquisition Corp., consummated a business combination transaction (the “Business Combination”) pursuant to which it acquired (i) the private operating company formerly called Concrete Pumping Holdings, Inc. (“CPH”) and (ii) the former special purpose acquisition company called Industrea Acquisition Corp (“Industrea”). In connection with the closing of the Business Combination, the Company changed its name to Concrete Pumping Holdings, Inc.

 

U.S. Concrete Pumping

 

Brundage-Bone and Capital are concrete pumping service providers in the United States ("U.S."). Their core business is the provision of concrete pumping services to general contractors and concrete finishing companies in the commercial, infrastructure and residential sectors. Equipment generally returns to a “home base” nightly and neither company contracts to purchase, mix, or deliver concrete. Brundage-Bone and Capital collectively have approximately 90 branch locations across 22 states with their corporate headquarters in Thornton (near Denver), Colorado.

 

U.S. Concrete Waste Management Services

 

Eco-Pan provides industrial cleanup and containment services, primarily to customers in the construction industry. Eco-Pan uses containment pans specifically designed to hold waste products from concrete and other industrial cleanup operations. Eco-Pan has 16 operating locations across the United States with its corporate headquarters in Thornton, Colorado.

 

34

 

U.K. Operations

 

Camfaud is a concrete pumping service provider in the United Kingdom (“U.K.”). Their core business is primarily the provision of concrete pumping services to general contractors and concrete finishing companies in the commercial, infrastructure and residential sectors. Equipment generally returns to a “home base” nightly and does not contract to purchase, mix, or deliver concrete. Camfaud has approximately 30 branch locations throughout the U.K., with its corporate headquarters in Epping (near London), England. In addition, during the third quarter of fiscal 2019, we started concrete waste management operations under our Eco-Pan brand name in the U.K. and currently operate from a shared Camfaud location.

 

Corporate

 

Our Corporate segment is primarily related to the intercompany leasing of real estate to certain of our U.S Concrete Pumping branches.

 

Impacts of COVID-19

 

In March 2020, the World Health Organization declared the outbreak of COVID-19 to be a global pandemic and recommended containment and mitigation measures worldwide. The COVID-19 pandemic has rapidly changed market and economic conditions globally and may continue to create significant uncertainty in the macroeconomic environment. Such macroeconomic volatility, in addition to other unforeseen effects of this pandemic, has impacted our business, results of operations and overall financial performance. We actively monitor and respond to developments relating to ongoing COVID-19 pandemic. As part of our actions, we have made adjustments to our operations and executed certain cost reduction initiatives. For example, we have implemented certain short-term cost reductions, including headcount reductions, modified work schedules reducing hours where needed, and furloughs in limited locations.

 

In addition, the COVID-19 pandemic drove a sustained decline in our stock price and a deterioration in general economic conditions in the fiscal 2020 second quarter, which qualified as a triggering event necessitating the evaluation of our goodwill and long-lived assets for indicators of impairment. As a result of the evaluation, we conducted a quantitative interim impairment test as of April 30, 2020 resulting in non-cash impairment charges of $43.5 million and $14.4 million to our U.S. Concrete Pumping and U.K. Operations reporting units, respectively. Through January 31, 2021, no subsequent triggering events have been identified. We will continue to evaluate our goodwill and intangible assets in future quarters. Additional impairments may be recorded in the future based on events and circumstances, including those related to COVID-19 discussed above.

 

Despite recent progress in administration of vaccines, both the outbreak and the containment and mitigation measures have had and are likely to continue to have a serious adverse impact on the global economy, the severity and duration of which are uncertain. It is likely that government stabilization efforts will only partially mitigate the consequences to the economy. To date, the COVID-19 pandemic has primarily impacted revenue volumes in the U.K. and certain markets in the U.S. The full extent to which the COVID-19 pandemic will impact the Company’s business, financial condition, and results of operations in the future is highly uncertain and will be affected by a number of factors. These include the duration and extent of the pandemic; the duration and extent of imposed or recommended containment and mitigation measures; the extent, duration, and effective execution of government stabilization and recovery efforts, including those from the successful distribution of an effective vaccine; the impact of the pandemic on economic activity, including on construction projects and our customers’ demand for our services; our ability to effectively operate, including as a result of travel restrictions and mandatory business and facility closures; the ability of our customers to pay for services rendered; any further closures of the Company's or our customers’ offices and facilities; and any additional project delays or shutdowns. Customers have and may continue to slow down decision-making, delay planned work or seek to terminate existing agreements. Any of these events may have a material adverse effect on our business, financial condition, and/or results of operations, including further impairment to our goodwill and intangible assets. We will continue to evaluate the effect of COVID-19 on our business.

 

Notes Offering

 

In January 2021, we announced that Brundage-Bone Concrete Pumping Holdings Inc., a wholly-owned subsidiary of the Company, closed its private offering of $375.0 million in aggregate principal amount of senior secured second lien notes due 2026 (the “Se