On the Company consummated the Business Combination. This acquisition qualifies as a business combination under ASC Accordingly, the Company will record all assets acquired and liabilities assumed at their acquisition-date fair values, with any excess recognized as goodwill. Goodwill recorded from the transaction represents the value provided by the Company’s leading market share in a highly-fragmented industry.

 

The following table represents the preliminary allocation of consideration to the assets acquired and liabilities assumed at their estimated acquisition-date fair values:

 

Consideration paid:
Cash		$	445,386
Fair value of rollover equity			164,908
Total consideration paid		$	610,294
Net assets acquired:
Current assets		$	49,112
Intangible assets			220,700
Property and equipment			219,279
Liabilities assumed			(117,608	)
Total net assets acquired			371,483
Goodwill		$	238,811

 

 

Identifiable intangible assets acquired consist of customer relationships of million and trade names of million. The customer relationships were valued using the multi-period excess earnings method. The Company determined the useful life of the customer relationships to be years. The trade names were valued using the relief-from-royalty method. The Company determined the useful life of the trade name associated with Camfaud to be years. The Company determined the trade names associated with Brundage-Bone and Eco-Pan to be indefinite.

 

CPH incurred transaction costs of million and debt extinguishment costs of million independently prior to the Business Combination. Industrea incurred transaction costs of million independently prior to the Business Combination, i.e. before of which million was related to the payment of deferred underwriting commissions, and Industrea’s Pre-Business Combination financial results are consolidated with the Predecessor (Note ), these costs are reflected in the Predecessor Financial Statements.

 

Additional costs consisting of stock option and other compensation related expenses were recorded in connection with the Business Combination. These costs were solely contingent upon the completion of the Business Combination and did include any future service requirements. As such, these costs will be presented “on the line” and are reflected in either Predecessor or Successor financial statements. “On the line” describes those expenses triggered by the consummation of a business combination that were incurred by the acquiree, i.e. CPH, that are recognized in the Statement of Operations of either the Predecessor or Successor as they are directly attributable to either period but instead were contingent on the Business Combination.

 

In conjunction with the Business Combination, there were million of transaction bonuses and, as a result of change in control provision for stock-based awards, certain unvested stock-based awards immediately vested, resulting in the recognition of compensation expense of approximately million. These expenses were reflected in either the Predecessor or Successor consolidated statements of operations and comprehensive income (loss) periods, but instead are presented “on the line.”

 

 

In Brundage-Bone entered into an asset purchase agreement to acquire substantially all assets of Richard O’Brien Companies, Inc., O’Brien Concrete Pumping-Arizona, Inc., O’Brien Concrete Pumping-Colorado, Inc. and O’Brien Concrete Pumping, LLC (collectively, “O’Brien” or the O’Brien Companies”) for cash.

 

This acquisition qualified as a business combination under ASC Accordingly, the Predecessor recorded all assets acquired and liabilities assumed at their acquisition-date fair values, with any excess recognized as goodwill. Goodwill represents expected synergies from combining operations and the assembled workforce. The acquisition was part of the Predecessor’s strategic plan to expand their presence in the Colorado and Arizona markets. 

 

The following table represents the total consideration transferred and its allocation to the assets acquired and liabilities assumed at their acquisition-date fair values:

 

Consideration paid:
Cash, net of cash acquired		$	21,000
Total consideration paid		$	21,000
Net assets acquired:
Inventory		$	140
Property, plant and equipment			16,163
Intangible assets			2,810
Total net assets acquired			19,113
Goodwill		$	1,887

 

Acquisition-related expenses incurred by the Predecessor amounted to million of which million was recognized in the Consolidated Statements of Income for the period through Predecessor) as the acquisition occurred after the aforementioned Predecessor period.

 

 

The following unaudited pro forma financial information presents the combined results of operations for the Company gives effect to the Business Combination and the acquisition of the O’Brien as if it had occurred on The unaudited pro forma financial information is presented for illustrative purposes only and is necessarily indicative of the results of operations that would have been realized if the Business Combination and the acquisition of the O’Brien had been completed on nor does it purport to project the results of operations of the combined company in future periods. The unaudited pro forma financial information does give effect to any anticipated integration costs related to the acquired company.

 

The unaudited pro forma financial information is as follows:

 

		Successor				Predecessor
(in thousands)		November 1, 2018 through January 31, 2019				November 1, 2017 through January 31, 2018
Revenue		$	24,396			$	52,802
Pro forma revenue adjustments by Business Combination
O'Brien			-				3,254
CPH			33,970				-
Total pro forma revenue		$	58,366			$	56,056

 

		Successor				Predecessor
		November 1, 2018 through January 31, 2019				November 1, 2017 through January 31, 2018
Net (loss) income		$	(22,575	)		$	17,558
Pro forma net income adjustments by Business Combination
O'Brien			-				(5,811	)
CPH			(3,630	)			-
Total pro forma net (loss) income		$	(26,205	)		$	11,747

In Brundage-Bone entered into an asset purchase agreement to acquire substantially all assets of Richard O’Brien Companies, Inc., O’Brien Concrete Pumping-Arizona, Inc., O’Brien Concrete Pumping-Colorado, Inc. and O’Brien Concrete Pumping, LLC (collectively, the O’Brien Companies) for cash.

 

This acquisition qualifies as a business combination under ASC Accordingly, the Company will record all assets acquired and liabilities assumed at their acquisition-date fair values, with any excess recognized as goodwill. Goodwill represents expected synergies from combining operations and the assembled workforce. Goodwill is amortized for book purposes but is expected to be deductible for tax purposes. The acquisition was part of the Company’s strategic plan to expand their presence in the Colorado and Arizona markets.

 

The following table represents the total consideration transferred and its allocation to the assets acquired and liabilities assumed at their acquisition-date fair values:

 

Consideration paid:
Cash		$	21,000,000
Total consideration paid		$	21,000,000
Net assets acquired:
Inventory		$	140,000
Property, plant and equipment			16,163,000
Intangible assets			2,810,000
Total net assets acquired			19,113,000
Goodwill		$	1,887,000

 

Identifiable intangible assets acquired consist of customer relationships of The customer relationships were valued using the multi-period excess earnings method. The Company determined the useful life of the customer relationships to be years.

 

Acquisition-related expenses incurred by the Company amounted to which have been recognized in the consolidated statements of income for the year ended

 

In Camfaud entered into a share purchase agreement to acquire all outstanding shares of Reilly, a UK-based concrete pumping company, in exchange for cash and seller notes.

 

This acquisition qualifies as a business combination under ASC Accordingly, the Company has recorded all assets acquired and liabilities assumed at their acquisition-date fair values, with any excess recognized as goodwill. Goodwill represents expected synergies from combining operations and the assembled workforce. Goodwill is amortized for book purposes nor is it deductible for tax purposes. The acquisition was part of the Company’s strategic plan to expand the Camfaud footprint in the United Kingdom.

 

The following table represents the total consideration transferred and its allocation to the assets acquired and liabilities assumed at their acquisition-date fair values:

 

Consideration paid:
Cash, net of cash acquired		$	11,267,729
Debt issued to sellers			1,941,150
Total consideration paid		$	13,208,879
Net assets acquired:
Trade accounts receivable		$	1,624,598
Inventory			178,432
Prepaid expenses and other current assets			223,619
Property, plant and equipment			9,194,329
Intangible assets			1,194,454
Accounts payable			(533,129	)
Accrued expenses and other current liabilities			(971,005	)
Deferred tax liabilities			(879,069	)
Total net assets acquired			10,032,229
Goodwill		$	3,176,650

 

Identifiable intangible assets acquired consist of customer relationships of and a trade name of The customer relationships were valued using the multi-period excess earnings method. The Company determined the useful life of the customer relationships to be years. The trade name was valued using the relief-from-royalty method. The Company determined the useful life of the trade name to be years.

 

The Company also entered into loans with the former owners that are discussed in Note

 

Acquisition-related expenses incurred by the Company amounted to of which and have been recognized in transaction costs in the consolidated statements of income for the years ended and respectively.

 

In Camfaud acquired concrete pumping companies based in the UK.

 

This acquisition qualifies as a business combination under ASC Accordingly, the Company has recorded all assets acquired and liabilities assumed at their acquisition-date fair values, with any excess recognized as goodwill. Goodwill represents expected synergies from combining operations and the assembled workforce. Goodwill is amortized for book purposes nor is it deductible for tax purposes. The acquisition was part of the Company’s strategic plan to broaden their global presence. The acquisition was financed through additional Senior Secured Notes, a revolving loan and the seller notes.

 

The following table represents the total consideration transferred and its allocation to the assets acquired and liabilities assumed at their acquisition-date fair values:

 

Consideration paid:
Cash, net of cash acquired		$	49,159,520
Debt issued to sellers			6,221,000
Contingent consideration			908,266
Total consideration paid		$	56,288,786
Net assets acquired:
Trade accounts receivable		$	6,344,614
Inventory			564,833
Other current assets			726,679
Property and equipment			25,641,272
Intangible assets			18,574,662
Accounts payable			(1,579,842	)
Accrued expenses and other current liabilities			(3,291,260	)
Capital lease obligation			(183,405	)
Deferred tax liabilities			(5,369,822	)
Total net assets acquired			41,427,731
Goodwill		$	14,861,055

 

The contingent consideration is based on average EBITDA over the -year period following the acquisition date and has a maximum payout of approximately The Company has recorded the contingent consideration initially at fair value based on a probability-weighted approach, discounted to present value at an annual rate of percent. The contingent consideration is presented as deferred consideration in the accompanying consolidated balance sheets and will be adjusted to fair value each reporting period until the contingency is resolved (see Note ).

 

Identifiable intangible assets acquired consist of customer relationships of and trade names of The customer relationships were valued using the multi-period excess earnings method.

 

The Company determined the useful life of the customer relationships to be years. The trade name was valued using the relief-from-royalty method. The Company determined the useful life of the trade names to be years.

 

The Company also entered into loans with the former owners that are discussed in Note

 

Acquisition-related expenses incurred by the Company amounted to of which have been recognized in the consolidated statements of income for the years ended and respectively.

 

The following unaudited pro forma financial information presents the combined results of operations for the Company and the O'Brien, Reilly and Camfaud acquisitions for the fiscal years ended and respectively. The unaudited pro forma financial information gives effect to the O'Brien acquisition as if it had occurred on and for Reilly and Camfaud. The unaudited pro forma financial information is presented for illustrative purposes only and is necessarily indicative of the results of operations that would have been realized if the O'Brien, Reilly and Camfaud acquisition had been completed on for O'Brien and for Reilly and Camfaud, nor does it purport to project the results of operations of the combined company in future periods. The unaudited pro forma financial information does give effect to any anticipated integration costs related to the acquired company.

 

The unaudited pro forma financial information is as follows:

 

		2018				2017				2016
Revenue		$	243,223,267			$	211,210,599			$	172,425,547
Pro forma revenue adjustments by Business Combination:
O'Brien			6,990,368				13,796,172				-
Reilly			-				6,068,988				10,234,834
Camfaud			-				2,288,111				40,295,176
Total pro forma revenue		$	250,213,635			$	233,363,870			$	222,955,557

 

		2018				2017				2016
Net income		$	28,381,842			$	913,813			$	6,233,591
Pro forma net income adjustments by Business Combination:
O'Brien			(1,012,914	)			(1,482,009	)			-
Reilly			-				341,452				1,209,435
Camfaud			-				(309,078	)			9,881,174
Total pro forma net income		$	27,368,928			$	(535,822	)		$	17,324,200