On the Company acquired Atlas Concrete Pumping, Inc., a concrete pumping provider based in Boise, Idaho, for a purchase price of  million, which was paid using a combination of million in cash and million in common stock. This acquisition qualified as a business combination under ASC The Company has preliminarily recorded all assets acquired and liabilities assumed at their acquisition-date fair values, with approximately million being allocated to equipment, million allocated to working capital assets, million being allocated to finite-lived intangible assets, and  million being recognized as goodwill. Goodwill represents expected synergies from combining operations and the assembled workforce.

 

 

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
Net working capital adjustment			4,048
Total consideration paid		$	614,342
Net assets acquired:
Current assets		$	49,112
Intangible assets			220,700
Property and equipment			223,174
Liabilities assumed			(115,317	)
Total net assets acquired			377,669
Goodwill		$	236,673

 

 

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.

 

During the months ended the Company adjusted the valuation of its property and equipment as part of a measurement period adjustment by million, with a corresponding offset to goodwill and a net change to deferred tax liabilities of million. Additionally, a net working capital adjustment of million was made to the previous owners of the Predecessor and has been reflected as an increase in total consideration to acquire the business.

 

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 a change in control provision for stock-based awards, certain unvested stock-based awards immediately vested, resulting in the recognition of compensation expense of approximately 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, million of which were recognized in the Consolidated Statements of Income for the months ended 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 and gives effect to the Business Combination and the acquisition of the O’Brien as if they 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 and Predecessor				Predecessor
(in thousands)		November 1, 2018 through April 30 , 2019				November 1, 2017 through April 30 , 2018
Revenue		$	24,396			$	109,206
Pro forma revenue adjustments by Business Combination
O'Brien			-				6,990
CPH			95,958				-
Total pro forma revenue		$	120,354			$	116,196

 

		Successor and Predecessor				Predecessor
		November 1, 2018 through April 30 , 2019				November 1, 2017 through April 30 , 2018
Net (loss) income		$	(22,575	)		$	22,168
Pro forma net income adjustments by Business Combination
O'Brien			-				(1,013	)
CPH			(13,275	)			-
Total pro forma net (loss) income		$	(35,850	)		$	21,155