Quarterly report pursuant to Section 13 or 15(d)

Note 8 - Goodwill and Intangible Assets

v3.20.1
Note 8 - Goodwill and Intangible Assets
6 Months Ended
Apr. 30, 2020
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).
 
During the
second
quarter of fiscal year
2020,
the Company identified a triggering event from the recent sustained decline in its stock price and deterioration in general economic conditions resulting from COVID-
19.
As a result, the Company, with the assistance of a
third
party valuation specialist, performed an interim impairment test on its indefinite-lived trade name intangible assets and goodwill as of
April 30, 2020.
 
The valuation methodology used to value the trade-names was based on the relief-from-royalty method which is an income based measure that derives the value from total revenue growth projected and what percentage is attributable to the trade name. As a result of the analysis, the Company identified that the fair value of its Brundage-Bone Concrete Pumping trade name was approximately
11.8%
below its carrying value and as such, recorded a non-cash impairment charge of
$5.0
million in intangibles impairment in its consolidated statements of operations for both the
three
and
six
-month periods ended
April 30, 2020.
The impaired trade name has a remaining value of
$37.3
million. In addition, the Company concluded that the fair values of its Eco-Pan and Capital Pumping trade names exceeded their carrying values by approximately
7.8%
and
109.1%,
respectively, and their remaining values are
$7.7
million and
$5.5
million, respectively.
 
The goodwill impairment test was performed on the Company’s U.S. Concrete Pumping, U.S. Concrete Waste Management Services, and U.K. Operations reporting units. The valuation methodologies used to value the reporting units included the discounted cash flow method (income approach) and the guideline public company method (market approach). As a result of the goodwill impairment analysis, the Company identified that the fair values of its U.S. Concrete Pumping and U.K. Operations reporting units were approximately
6.9%
and
14.8%
below their carrying values, respectively. As such, the Company recorded non-cash impairment charges of
$38.5
million and
$14.4
million to its U.S. Concrete Pumping and U.K. Operations reporting units, respectively, in goodwill impairment in its consolidated statements of operations for both the
three
and
six
-month periods ended
April 30, 2020.
In addition, the Company concluded that the fair value of its U.S. Concrete Waste Management Services reporting unit exceeded its carrying value by approximately
4.5%
and, as such,
no
impairment charge was recorded. The Company will continue to evaluate its goodwill and intangible assets in future quarters and note that the Company could record additional impairments based on events and circumstances, including those related to COVID-
19
discussed in Note
1.
 
The factors leading to the impairment of the Company's goodwill and intangibles were primarily due to (
1
) lower anticipated future net revenues and earnings in its estimate of future cash flows resulting from COVID-
19
and (
2
) a higher discount rate applied to future cash flows as a result of uncertainties of the overall economic impact from COVID-
19.
There is inherent uncertainty associated with key assumptions used by the Company in its impairment analyses including the duration of the economic downturn associated with COVID-
19
and the recovery period.
 
The following table summarizes the composition of intangible assets at
April 30, 2020
and at
October 31, 2019:
 
   
April 30,
   
October 31,
 
   
2020
   
2019
 
   
Gross
     
 
 
   
 
 
 
Foreign Currency
   
Net
   
Gross
     
 
 
 
Foreign Currency
   
Net
 
   
Carrying
     
 
 
 
Accumulated
   
Translation
   
Carrying
   
Carrying
   
Accumulated
   
Translation
   
Carrying
 
(in thousands)
 
Value
   
Impairments
   
Amortization
   
Adjustment
   
Amount
   
Value
   
Amortization
   
Adjustment
   
Amount
 
Customer relationship
  $
193,042
    $
-
    $
(48,719
)   $
70
    $
144,393
    $
193,594
    $
(31,861
)   $
(62
)   $
161,671
 
Trade name
   
5,293
     
-
     
(752
)    
9
     
4,550
     
5,434
     
(483
)    
(7
)    
4,944
 
Trade name (indefinite life)
   
55,500
     
(5,000
)    
-
     
-
     
50,500
     
55,500
     
-
     
-
     
55,500
 
Noncompete agreements
   
200
     
-
     
(42
)    
-
     
158
     
200
     
(22
)    
-
     
178
 
Total intangibles
  $
254,035
    $
(5,000
)   $
(49,513
)   $
79
    $
199,601
    $
254,728
    $
(32,366
)   $
(69
)   $
222,293
 
 
Amortization expense for the
three
and
six
-month periods ended
April 30, 2020
was
$8.6
million and
$17.1
million, respectively. Amortization expense for the Successor for the
three
-month period ended
April 30, 2019
and the period from
December 6, 2018
to
April 30, 2019
was
$7.0
million and
11.8
million, respectively. Amortization expense for the Predecessor from
November 1, 2018
to
December 5, 2018
was
$0.7
million. 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 (excluding the period from November 1, 2019 to April 30, 2020)   $
16,249
 
2021    
26,855
 
2022    
21,609
 
2023    
17,176
 
2024    
13,794
 
Thereafter    
53,418
 
Total
  $
149,101
 
 
The changes in the carrying value of goodwill by reportable segment for the quarter ended
April 30, 2020
are as follows:
 
(in thousands)
 
U.S. Concrete Pumping
   
U.K. Operations
   
U.S. Concrete Waste Management Services
   
Corporate
   
Total
 
Balance at October 31, 2019
  $
185,782
    $
41,173
    $
49,133
    $
-
    $
276,088
 
Measurement-period adjustments    
200
     
-
     
-
     
-
     
200
 
Impairments    
(38,500
)    
(14,240
)    
-
     
-
     
(52,740
)
Foreign currency translation    
-
     
(1,073
)    
-
     
-
     
(1,073
)
Balance at April 30, 2020   $
147,482
    $
25,860
    $
49,133
    $
-
    $
222,475