Annual report pursuant to Section 13 and 15(d)

Note 8 - Goodwill and Intangible Assets

v3.19.3.a.u2
Note 8 - Goodwill and Intangible Assets
12 Months Ended
Oct. 31, 2019
Notes to Financial Statements  
Goodwill and Intangible Assets Disclosure [Text Block]
Note
8.
Goodwill and Intangible Assets
 
The Company recognized goodwill and certain intangible assets in connection with business combinations (see Note
4
- Business Combinations). The following table summarizes the composition of intangible assets at
October 31, 2019
for the Successor and at
October 31, 2018
for the Predecessor:
 
   
Successor
   
Predecessor
 
   
October 31,
   
October 31,
 
   
2019
   
2018
 
   
Gross
     
 
 
 
Foreign Currency
   
Net
   
Gross
     
 
 
 
Net
 
   
Carrying
   
Accumulated
   
Translation
   
Carrying
   
Carrying
   
Accumulated
   
Carrying
 
(in thousands)
 
Value
   
Amortization
   
Adjustment
   
Amount
   
Value
   
Amortization
   
Amount
 
Customer relationship
  $
193,594
    $
(31,861
)   $
(62
)   $
161,671
    $
47,641
    $
(23,093
)   $
24,548
 
Trade name
   
5,434
     
(483
)    
(7
)    
4,944
     
15,412
     
(3,540
)    
11,872
 
Trade name (indefinite life)
   
55,500
     
-
     
-
     
55,500
     
-
     
-
     
-
 
Noncompete agreements
   
200
     
(22
)    
-
     
178
     
495
     
(486
)    
9
 
Total intangibles   $
254,728
    $
(32,366
)   $
(69
)   $
222,293
    $
63,548
    $
(27,119
)   $
36,429
 
 
Amortization expense for the Successor period from
December 6, 2018
to
October 31, 2019
was
$32.4
million. Amortization expense for the Predecessor period from
November 1, 2018
to
December 5, 2018
and for the
twelve
-month period ended
October 31, 2018
was
$0.7
million and
$7.9
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)
     
 
2020
  $
33,384
 
2021
   
26,845
 
2022
   
21,600
 
2023
   
17,169
 
2024    
13,788
 
Thereafter
   
54,007
 
Total   $
166,793
 
 
The changes in the carrying value of goodwill by reportable segment for the quarter ended
October 31, 2019
are as follows:
 
(in thousands)
 
U.S. Concrete Pumping
   
U.K. Concrete Pumping
   
Eco-Pan
   
Corporate
   
Total
 
Balance at October 31, 2017 (Predecessor)   $
47,487
    $
19,108
    $
6,914
    $
-
    $
73,509
 
Acquired goodwill
   
1,887
     
-
     
-
     
-
     
1,887
 
Foreign currency translation    
-
     
(740
)    
-
     
-
     
(740
)
Balance at October 31, 2018 (Predecessor)   $
49,374
    $
18,368
    $
6,914
    $
-
    $
74,656
 
Foreign currency translation
   
-
     
(12
)    
-
     
-
     
(12
)
Balance at December 5, 2018 (Predecessor)
  $
49,374
    $
18,356
    $
6,914
    $
-
    $
74,644
 
                                         
Balance at December 6, 2018 (Successor)   $
-
    $
-
    $
-
    $
-
    $
-
 
Acquired goodwill    
185,782
     
40,554
     
49,133
     
-
     
275,469
 
Foreign currency translation    
-
     
619
     
-
     
-
     
619
 
Balance at October 31, 2019 (Successor)   $
185,782
    $
41,173
    $
49,133
    $
-
    $
276,088
 
 
As discussed in Note
4
– Business Combinations, the Company recorded an out of period adjustment related to the reduction of sales tax accrual of
$3.4
million that resulted in changes to goodwill and liabilities assumed in the transaction. The impact of the adjustment was
not
considered material to the Company's previously issued financial statements.
 
The Company assesses potential impairment of our goodwill at least annually, generally as of
August 31
st
. However, as a result of our stock price declining substantially during the fiscal
2019
third
quarter, the Company concluded this qualified as a triggering event and thus performed a step
one
goodwill impairment analysis as of
July 31, 2019.
The results of this test indicated
no
impairment. The fair value of our U.S. Concrete Pumping, U.K. Operations and U.S. Concrete Waste Management Services reporting units exceeded their
July 31, 2019
carrying values by approximately
4%,
3%
and
4%,
respectively. Given the short period of time that has passed since goodwill was recorded on the Company’s balance sheet, primarily resulting from the Business Combination and Capital acquisition, the fair values of these reporting units are largely in-line with their carrying values.
 
Due to the quantitative test performed as of
July 31, 2019,
a quantitative test on our annual testing date of
August 31, 2019
was
not
considered necessary. Instead, the Company performed a qualitative analysis as of
October 31, 2019
and concluded
no
impairment indicators were present.