Document And Entity Information - USD ($) |
12 Months Ended | ||
|---|---|---|---|
Oct. 31, 2020 |
Jun. 10, 2021 |
Apr. 30, 2020 |
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| Document Information [Line Items] | |||
| Entity Central Index Key | 0001703956 | ||
| Entity Registrant Name | CONCRETE PUMPING HOLDINGS, INC. | ||
| Amendment Flag | true | ||
| Current Fiscal Year End Date | --10-31 | ||
| Document Fiscal Period Focus | FY | ||
| Document Fiscal Year Focus | 2020 | ||
| Document Type | 10-K/A | ||
| Document Annual Report | true | ||
| Document Period End Date | Oct. 31, 2020 | ||
| Document Transition Report | false | ||
| Entity File Number | 001-38166 | ||
| Entity Incorporation, State or Country Code | DE | ||
| Entity Tax Identification Number | 83-1779605 | ||
| Entity Address, Address Line One | 500 E. 84th Avenue, Suite A-5 | ||
| Entity Address, City or Town | Thornton | ||
| Entity Address, State or Province | CO | ||
| Entity Address, Postal Zip Code | 80229 | ||
| City Area Code | 303 | ||
| Local Phone Number | 289-7497 | ||
| Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
| Trading Symbol | BBCP | ||
| Security Exchange Name | NASDAQ | ||
| Entity Well-known Seasoned Issuer | No | ||
| Entity Voluntary Filers | No | ||
| Entity Current Reporting Status | Yes | ||
| Entity Interactive Data Current | Yes | ||
| Entity Filer Category | Accelerated Filer | ||
| Entity Small Business | true | ||
| Entity Emerging Growth Company | true | ||
| Entity Ex Transition Period | false | ||
| Entity Shell Company | false | ||
| Entity Public Float | $ 75,239,575 | ||
| Entity Common Stock, Shares Outstanding | 56,698,060 | ||
| ICFR Auditor Attestation Flag | true | ||
| Amendment Description | Concrete Pumping Holdings, Inc. (the “Company”) is filing this amended Form 10-K/A (“Form 10-K/A”) to amend our Annual Report on Form 10-K for the year ended October 31, 2020, originally filed with the Securities and Exchange Commission (the “SEC”) on January 12, 2021 (the “Original Report”), to restate our consolidated financial statements and related footnote disclosures as of October 31, 2019 and for the Successor period (defined below) from December 6, 2018 through October 31, 2019. As further described below, our consolidated financial statements and related footnote disclosures as of October 31, 2020 and for the fiscal year then ended have also been revised for immaterial error corrections to reflect the Company's Warrants (as defined below) as liabilities. This Form 10-K/A also amends certain other Items in the Original Report, as listed in “Items Amended in this Form 10-K/A” below. Restatement Background On April 12, 2021, the SEC released a public statement (the “SEC Statement”) informing market participants that warrants issued by special purpose acquisition companies (“SPACs”) may require classification as a liability measured at fair value, with changes in fair value each period reported in earnings. The SEC Statement discussed certain features of warrants issued in SPAC transactions that may be common across many entities. The SEC Statement indicated that when one or more of such features is included in a warrant, the warrant should be classified as a liability at fair value, with changes in fair value each period reported in earnings. The Company previously classified its publicly traded warrants (the “public warrants”) and private placement warrants (the “private warrants”) (collectively the “Warrants”), which were issued in August of 2017, as equity. Following consideration of the guidance in the SEC Statement, the Company concluded that its Warrants should have been classified as liabilities and measured at fair value, with changes in fair value each period reported in earnings. As a result, the Audit Committee of the Board of Directors of the Company (the "Audit Committee"), after considering the recommendations of management, concluded that the Company’s (1) previously issued audited consolidated financial statements as of October 31, 2019 and for the Successor period from December 6, 2018 through October 31, 2019 and (2) previously issued unaudited consolidated interim financial statements for the periods ended July 31, 2019, April 30, 2019, and January 31, 2019 (collectively, the “Non-Reliance Periods”) should not be relied upon due to required corrections related to the accounting for warrants described in the SEC Statement. In addition, while the impact from applying liability treatment to the Warrants was not material to (1) the previously issued audited consolidated financial statements as of and for the fiscal year ended October 31, 2020 or (2) the previously issued unaudited consolidated interim financial statements for periods ended July 31, 2020, April 30, 2020, and January 31, 2020, the Company has revised the financial statements for these periods within the Form 10-K/A to reflect the Warrants as liabilities. Impact of Restatement As a result of this restatement, the Warrants are now reflected as liabilities measured at fair value on the Company's consolidated balance sheets, and the change in the fair value of such liability in each period is recognized as a gain or loss in the Company’s consolidated statements of operations and comprehensive income (loss). The impact of these adjustments on net income for the year ended October 31, 2020 and the Successor period (defined below) from December 6, 2018 through October 31, 2019 were a loss of $0.3 million and $6.5 million, respectively. The adjustments increased total liabilities at October 31, 2020 and 2019 by $7.0 million and $6.8 million, respectively, with corresponding decreases to total equity. The restatements or revisions had no impact on the Company’s net revenue, operating income, liquidity, cash and cash equivalents, or cash flows from operating, investing and financing activities. See Note 2 to the Consolidated Financial Statements included in Part II, Item 8 of this Amendment for additional information on the restatement and the related financial statement effects. Internal Control Considerations In connection with the restatement, management has re-evaluated the effectiveness of the Company’s disclosure controls and procedures and has re-evaluated the effectiveness of the Company's internal control over financial reporting as of October 31, 2020 based on the framework in “Internal Control-Integrated Framework (2013 framework)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Management has concluded that the Company’s internal control over financial reporting and disclosure controls and procedures were not effective as of October 31, 2020 and 2019. For a discussion of management’s consideration of our disclosure controls and procedures, internal controls over financial reporting, and the material weakness identified, see Part II, Item 9A, “Controls and Procedures” of this Form 10-K/A. Items Amended in this Form 10-K/A The following sections in the Original Report are revised in this Form 10-K/A to reflect the restatement: •Part I - Item 1A - Risk Factors •Part II - Item 7 - Management's Discussion and Analysis •Part II - Item 8 - Financial Statements and Supplemental Data •Part II - Item 9A - Controls and Procedures Our chief executive officer and chief financial officer have also provided new certifications as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. The certifications are included in this Form 10-K/A as Exhibits 31.1, 31.2, 32.1 and 32.2. For the convenience of the reader, this Form 10-K/A sets forth the information in the Original Report in its entirety, as such information is modified and superseded where necessary to reflect the restatement and related revisions. Except as provided above, this Amendment does not reflect events occurring after the filing of the Original Report and does not amend or otherwise update any information in the Original Report. Accordingly, this Form 10-K/A should be read in conjunction with our filings with the SEC subsequent to the date on which we filed the Original Report with the SEC. |