General form of registration statement for all companies including face-amount certificate companies

Note 5 - Fair Value Measurement

v3.19.1
Note 5 - Fair Value Measurement
3 Months Ended 11 Months Ended 12 Months Ended
Jan. 31, 2019
Dec. 05, 2018
Oct. 31, 2018
Notes to Financial Statements      
Fair Value Measurement and Measurement Inputs, Recurring and Nonrecurring [Text Block]
Note
5.
     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 as recorded due to the short-term maturity of these instruments, which approximates fair value. The Company’s outstanding obligations on its ABL credit facility are deemed to be at fair value as the interest rates on these debt obligations are variable and consistent with prevailing rates. The Company believes the carrying value of its capital lease obligations represents fair value
 
The Company's long-term debt instruments are recorded at their carrying values in the consolidated balance sheets, 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, 2019
for the Successor and at
October 31, 2018
for the Predecessor is presented in the table below based on the prevailing interest rates and trading activity of the Notes.
 
 
 
Successor
 
 
Predecessor
 
 
 
January 31,
 
 
October 31,
 
 
 
2019
 
 
2018
 
(in thousands)
 
Carrying Value
 
 
Fair Value
 
 
Carrying Value
 
 
Fair Value
 
Senior secured notes
 
$
-
 
 
$
-
 
 
$
167,553
 
 
$
178,025
 
Seller notes
 
 
-
 
 
 
-
 
 
 
8,292
 
 
 
8,292
 
Term loans
 
 
357,000
 
 
 
346,959
 
 
 
-
 
 
 
-
 
Capital lease obligations
 
 
632
 
 
 
632
 
 
 
653
 
 
 
653
 
 
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 statements 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 as of
January 31, 2019
for the Successor and at
October 31, 2018
for the Predecessor was
$1.5
million and
$1.5
million, respectively. The change in the fair value measurement of the deferred consideration was
not
significant to either the Predecessor or Successor periods.
 
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, non-financial instruments are assessed for impairment and, if applicable, written down to and recorded at fair value. 
Note
8
— Fair Value Measurements
 
The following table presents information about Industrea’s assets that are measured on a recurring basis as of
December 5, 2018
and
December 31, 2017
and indicates the fair value hierarchy of the valuation techniques that Industrea utilized to determine such fair value.
 
December 5, 2018
 
   
Quoted Prices
   
Significant Other
   
Significant Other
 
   
in Active Markets
   
Observable Inputs
   
Unobservable Inputs
 
Description
 
(Level 1)
   
(Level 2)
   
(Level 3)
 
Cash
  $
238,473,957
                 
 
December 31, 2017
 
   
Quoted Prices
   
Significant Other
   
Significant Other
 
   
in Active Markets
   
Observable Inputs
   
Unobservable Inputs
 
Description
 
(Level 1)
   
(Level 2)
   
(Level 3)
 
Cash and marketable securities held in Trust Account
  $
235,195,034
                 
 
All of the balance in the Trust Account as of
December 5, 2018
was held in cash and approximately
$15,600
of the balance in the Trust Account as of
December 31, 2017
was held in cash.
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 as recorded due to the short-term maturity of these instruments, which approximates fair value. The Company’s outstanding obligations on its revolving line of credit and UK revolver 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 value of our capital lease obligations represents fair value.
 
The Company’s long-term debt instruments are recorded at their carrying values in the consolidated balance sheets, which
may
differ from their respective fair values. The fair value amount of the long-term debt instruments are derived from observable Level
2
inputs. The fair value amount of the long-term debt instruments at
October 31, 2018
and
October 31, 2017
is presented in the table below based on the prevailing interest rates and trading activity of the notes.
 
 
 
2018
 
 
2017
 
 
 
Carrying Value
 
 
Fair Value
 
 
Carrying Value
 
 
Fair Value
 
Senior secured notes
 
$
167,553,000
 
 
$
178,025,063
 
 
$
152,553,000
 
 
$
156,366,825
 
Seller notes
 
 
8,292,050
 
 
 
8,292,050
 
 
 
8,626,150
 
 
 
8,626,150
 
Capital lease obligations
 
 
652,752
 
 
 
652,752
 
 
 
845,791
 
 
 
845,791
 
 
In connection with the acquisition of Camfaud, shareholders were eligible to receive earn-out payments of up to
$3,100,000
if certain EBITDA targets were met (see Note
3
).
 
As a result, the Company estimated the fair value of the contingent earn-out liability based on its probability assessment of Camfaud EBITDA achievements during the
3
-year earn-out 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. Level
3
instruments are valued based on unobservable inputs that are supported by little or
no
market activity and reflect the Company’s own assumptions in measuring fair value.
 
In accordance with the FASB’s standard on business combinations, the Company reviewed the contingent earn-out liability on a quarterly basis in order to determine its fair value. Changes in the fair value of the liability are recorded within operating expenses in the period in which the change was made. The change in the fair value of the contingent earn-out was
not
material from the date of acquisition to the year ending
October 31, 2018.
 
The following table represents a reconciliation of the change in the fair value measurement of the contingent earn-out liability for the years ended
October 31, 2018
and
2017,
respectively the change in fair values for the periods presented are
not
material:
 
 
 
2018
 
 
2017
 
Beginning balance
 
$
968,783
 
 
$
-
 
Fair value of contingent earnout liability initially recorded in connection with Camfaud acquisition
 
 
-
 
 
 
908,266
 
Change in fair value of contingent earnout liability included in operating expenses
 
 
526,817
 
 
 
-
 
Change fair value due to foreign currency
 
 
(37,523
)
 
 
60,517
 
Ending balance
 
$
1,458,077
 
 
$
968,783
 
 
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), non-financial instruments are assessed for impairment and, if applicable, written down to and recorded at fair value.
No
adjustments were made to the carrying value of any such assets due to lack of recoverability or impairment for the fiscal years ended
October 31, 2018
or
2017.