10-Q

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2019

OR

☐     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 Commission File No. 001-38166

CONCRETE PUMPING HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

Delaware	83-1779605
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
6461 Downing Street
Denver, Colorado 80229
(Address of principal executive offices, including zip code)

(303) 289-7497

(Registrant's telephone number, including area code)

None

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☐	Accelerated Filer	☒
Non-Accelerated Filer	☐	Smaller Reporting Company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of March 15, 2019, the registrant had 28,847,707 shares of common stock outstanding.

CONCRETE PUMPING HOLDINGS, INC.

FORM 10-Q

FOR THE QUARTER ENDED JANUARY 31, 2019

		Page
Part I. Financial Information
Item 1.	Unaudited Consolidated Financial Statements:	3
	Consolidated Balance Sheets	3
	Consolidated Statements of Operations and Comprehensive Income	4
	Statement of Changes in Stockholders’ Equity	6
	Consolidated Statements of Cash Flows	7
	Notes to Unaudited Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	48
Item 4.	Controls and Procedures	49
Part II. Other Information
Item 1.	Legal Proceedings	50
Item 1A.	Risk Factors	50
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	50
Item 3.	Defaults Upon Senior Securities	50
Item 4.	Mine Safety Disclosures	50
Item 5.	Other Information	50
Item 6.	Exhibits	51
Signatures		52

PART I

ITEM 1.     Unaudited Consolidated Financial Statements

Concrete Pumping Holdings, Inc.

Consolidated Balance Sheets

	Successor			Predecessor
	(Unaudited)
	January 31,			October 31,
(in thousands, except per share amounts)	2019			2018
ASSETS
Current assets:
Cash and cash equivalents	$	4,767		$	8,621
Trade receivables, net		34,991			40,118
Inventory		3,931			3,810
Prepaid expenses and other current assets		7,784			3,947
Total current assets		51,473			56,496
Property, plant and equipment, net		228,140			201,915
Intangible assets, net		215,828			36,429
Goodwill		238,811			74,656
Deferred financing costs		1,196			648
Total assets	$	735,448		$	370,144
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Revolving loan	$	17,267		$	62,987
Term loans, current portion		17,850			-
Current portion of capital lease obligations		86			85
Accounts payable		5,540			5,192
Accrued payroll and payroll expenses		5,384			6,705
Accrued expenses and other current liabilities		18,047			18,830
Income taxes payable		1,142			1,152
Deferred consideration		1,475			-
Total current liabilities		66,791			94,951
Long term debt, net of discount for deferred financing costs		319,979			173,470
Deferred consideration		-			1,458
Capital lease obligations, less current portion		546			568
Deferred income taxes		76,519			39,005
Total liabilities		463,835			309,452
Redeemable preferred stock, $0.001 par value, 2,342,264 shares issued and outstanding as of October 31, 2018 (liquidation preference of $11,239,060)		-			14,672
Zero-dividend convertible perpetual preferred stock, $0.0001 par value, 2,450,980 shares issued and outstanding as of January 31, 2019		25,000			-
Stockholders' equity
Common stock, $0.001 par value, 15,000,000 shares authorized, 7,576,289 shares issued and outstanding as of October 31, 2018		-			8
Common stock, $0.0001 par value, 500,000,000 shares authorized, 28,847,707 shares issued and outstanding as of January 31, 2019		3			-
Additional paid-in capital		261,808			18,724
Accumulated other comprehensive income		(557	)		584
(Accumulated deficit) retained earnings		(14,641	)		26,704
Total stockholders' equity		246,613			46,020
Total liabilities and stockholders' equity	$	735,448		$	370,144

The accompanying Notes are an integral part of these Unaudited Consolidated Financial Statements

3

Concrete Pumping Holdings, Inc.

Consolidated Statements of Income

(Unaudited)

	Successor			Predecessor
(in thousands, except share and per share amounts)	December 6, 2018 through January 31, 2019			November 1, 2018 through December 5, 2018			November 1, 2017 through January 31, 2018
Revenue	$	33,970		$	24,396		$	52,802
Cost of operations		21,103			14,027			30,001
Gross profit		12,867			10,369			22,801
General and administrative expenses		13,681			4,936			13,704
Transaction costs		-			14,167			8
(Loss) income from operations		(814	)		(8,734	)		9,089
Other (expense) income:
Interest expense		(5,592	)		(1,644	)		(5,087	)
Loss on extinguishment of debt		-			(16,395	)
Other income, net		11			6			12
		(5,581	)		(18,033	)		(5,075	)
(Loss) income before income taxes		(6,395	)		(26,767	)		4,014
Income tax benefit		(2,765	)		(4,192	)		(13,544	)
Net (loss) income attributable to Concrete Pumping Holdings, Inc.		(3,630	)		(22,575	)		17,558
Less preferred shares dividends		(269	)		(126	)		(342	)
Less undistributed earnings allocated to preferred shares		-			-			(4,065	)
Undistributed (loss) income available to common shareholders	$	(3,899	)	$	(22,701	)	$	13,151
Weighted average common shares outstanding
Basic		28,847,707			7,576,289			7,576,289
Diluted		28,847,707			7,576,289			8,490,714
Net (loss) income per common share
Basic	$	(0.14	)	$	(3.00	)	$	1.74
Diluted	$	(0.14	)	$	(3.00	)	$	1.55

The accompanying Notes are an integral part of these Unaudited Consolidated Financial Statements

4

Concrete Pumping Holdings, Inc.

Consolidated Statements of Comprehensive Income

(Unaudited)

	Successor			Predecessor
(in thousands)	December 6, 2018 through January 31, 2019			November 1, 2018 through December 5, 2018			November 1, 2017 through January 31, 2018
Net (loss) income	$	(3,630	)	$	(22,575	)	$	17,558
Other comprehensive income:
Foreign currency translation adjustment		(557	)		(674	)		2,927
Total comprehensive (loss) income	$	(4,187	)	$	(23,249	)	$	20,485

The accompanying Notes are an integral part of these Unaudited Consolidated Financial Statements

5

Concrete Pumping Holdings, Inc. 

Consolidated Statements of Changes in Stockholders' Equity (Unaudited)

(SUCCESSOR)

December 6, 2018 through January 31, 2019

	Common Stock								Accumulated
(in thousands)	Class A		Class B			Additional Paid-In Capital			Other Comprehensive Income			(Accumulated Deficit)			Total
Balance at December 6, 2018	$	-	$	1		$	12,433		$	-		$	(7,434	)	$	5,000
Redemption of Class A shares		-		-			(12,433	)		-			(3,577	)		(16,010	)
Issuance of Class A common stock		1		-			96,900			-			-			96,901
Rollover of acquiree Class A common stock to Class A common stock as a result of the Business Combination		1		-			164,908			-			-			164,909
Conversion of Class B common stock to Class A common stock as a result of the Business Combination		1		(1	)		-			-			-			-
Net loss		-		-			-			-			(3,630	)		(3,630	)
Foreign currency translation adjustment		-		-			-			(557	)		-			(557	)
Balance at January 31, 2019	$	3	$	-		$	261,808		$	(557	)	$	(14,641	)	$	246,613

Concrete Pumping Holdings, Inc.

Consolidated Statements of Changes in Stockholders' Equity (Unaudited)

(PREDECESSOR)

October 31, 2018 through December 5, 2018

(in thousands)

	Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Income			Retained Earnings (Accumulated Deficit)			Total
Balance at October 31, 2018	$	8	$	18,724	$	584		$	26,704		$	46,028
Net loss		-		-		-			(22,575	)		(22,575	)
Stock-based compensation		-		27		-			-			27
Foreign currency translation adjustment		-		-		(674	)		-			(674	)
Balance at December 5, 2018	$	8	$	18,751	$	(90	)	$	4,129		$	22,798

The accompanying Notes are an integral part of these Unaudited Consolidated Financial Statements

6

Concrete Pumping Holdings, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

	Successor			Predecessor
(in thousands)	December 6, 2018 through January 31, 2019			November 1, 2018 through December 5, 2018			November 1, 2017 through January 31, 2018
Net income (loss)	$	(3,630	)	$	(22,575	)	$	17,558
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		3,503			2,060			4,048
Deferred income taxes		(1,156	)		(4,355	)		(13,757	)
Amortization of deferred financing costs		496			152			405
Write off deferred debt issuance costs		-			3,390			-
Prepayment penalty on early extinguishment of debt		-			13,004			-
Amortization of debt premium		-			(11	)		4
Amortization of intangible assets		4,871			653			1,902
Stock-based compensation expense		-			27			94
(Gain) on the sale of property, plant and equipment		(305	)		(166	)		(401	)
Net changes in operating assets and liabilities (net of acquisitions):
Trade receivables, net		4,648			485			3,608
Inventory		172			(294	)		(445	)
Prepaid expenses and other current assets		(2,585	)		(1,283	)		(2,358	)
Income taxes payable, net		(210	)		203			226
Accounts payable		(9,107	)		(654	)		(2,752	)
Accrued payroll, accrued expenses and other current liabilities		(9,646	)		17,280			(524	)
Net cash (used in) provided by operating activities		(12,949	)		7,916			7,608
Cash flows from investing activities:
Purchases of property, plant and equipment		(11,243	)		(503	)		(7,460	)
Proceeds from sale of property, plant and equipment		598			364			487
Cash withdrawn from Industrea trust account		238,474			-			-
Acquisition of net assets, net of cash acquired		(445,386	)		-			-
Net cash (used in) investing activities		(217,557	)		(139	)		(6,973	)
Cash flows from financing activities:
Proceeds on long term debt		357,000			-
Proceeds on revolving loan		17,267			4,693			52,343
Payments on revolving loan		-			(20,056	)		(55,068	)
Redemptions of common shares		(231,415	)		-			-
Payment of debt issuance costs		(20,863	)		-			-
Payments on capital lease obligations		(14	)		(7	)		(42	)
Issuance of preferred shares		25,000			-			-
Payments for underwriting fees		(8,050	)
Issuance of common shares		96,900			-			-
Net cash provided by (used in) financing activities		235,825			(15,370	)		(2,767	)
Effect of foreign currency exchange rate on cash		(556	)		(70	)		2,927
Net increase (decrease) in cash		4,763			(7,663	)		795
Cash:
Beginning of period		4			8,621			6,925
End of period	$	4,767		$	958		$	7,720

The accompanying Notes are an integral part of these Unaudited Consolidated Financial Statements

7

Concrete Pumping Holdings, Inc.

Consolidated Statements of Cash Flows (Continued)

(Unaudited)

	Successor			Predecessor
(in thousands)	December 6, 2018 through January 31, 2019			November 1, 2018 through December 5, 2018		November 1, 2017 through January 31, 2018
Supplemental cash flow information:
Cash paid for interest	$	849		$	201	$	726
Cash (refunded) for income taxes	$	(83	)	$	-	$	(553	)
Fair value of rollover equity for Business Combination	$	164,908		$	-	$	-
Equipment purchases included in accrued expenses	$	1,415		$	-	$	479

The accompanying Notes are an integral part of these Unaudited Consolidated Financial Statements

8

Note 1. Organization and Description of Business

Organization

Concrete Pumping Holdings, Inc. (the “Company” or “Successor”) is a Delaware corporation headquartered in Denver, Colorado. The Consolidated Financial Statements include the accounts of Concrete Pumping Holdings, Inc. and its wholly owned subsidiaries including Brundage-Bone Concrete Pumping Holdings (“Brundage-Bone”), Eco-Pan, Inc. (“Eco-Pan”), and Camfaud Group Limited (“Camfaud”).

On December 6, 2018, the Company, formerly known as Concrete Pumping Holdings Acquisition Corp., consummated the previously announced business combination transaction (the “Business Combination”) pursuant to which it acquired (i) the private operating company formerly called Concrete Pumping Holdings, Inc. (“CPH”) and (ii) the former special purpose acquisition company called Industrea Acquisition Corp (“Industrea”). In connection with the closing of the Business Combination, the Company changed its name to Concrete Pumping Holdings, Inc.  The financial results described herein for the dates and periods prior to the Business Combination relate to the operations of CPH prior to the consummation of the Business Combination. See Note 4 – Business Combination for further discussion.

Nature of business

Brundage-Bone and Camfaud are concrete pumping service providers in the United States and United Kingdom (“U.K.”), respectively. Their core business is the provision of concrete pumping services to general contractors and concrete finishing companies in the commercial, infrastructure and residential sectors. Most often equipment returns to a “home base” nightly and neither company contracts to purchase, mix, or deliver concrete. Brundage-Bone has 80 branch locations across 22 states. Camfaud has 28 branch locations throughout the U.K., with its corporate headquarters in Epping (near London), England.

Eco-Pan provides industrial cleanup and containment services, primarily to customers in the construction industry. Eco-Pan uses containment pans specifically designed to hold waste products from concrete and other industrial cleanup operations. Eco-Pan has 14 operating locations across the United States with its corporate headquarters in Denver, Colorado.

9

Note 2. Summary of Significant Accounting Policies

Basis of presentation

The accompanying Unaudited Consolidated Financial Statements have been prepared, without audit, in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all information and footnotes required by U.S. GAAP for complete financial statements. These statements reflect all normal and recurring adjustments which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows of the Company at January 31, 2019 and for all periods presented. 

As a result of the Business Combination, the Company is the acquirer for accounting purposes and CPH is the acquiree and accounting predecessor. The Company’s financial statement presentation distinguishes the Company’s presentations into two distinct periods, the period up to the Closing Date (labeled “Predecessor”) and the period including and after that date (labeled “Successor”).

The merger was accounted for as a business combination using the acquisition method of accounting, and the Successor financial statements reflect a new basis of accounting that is based on the fair value of the net assets acquired.

Determining the fair value of certain assets and liabilities assumed is judgmental in nature and often involves the use of significant estimates and assumptions. See Note 4 – Business Combination for a discussion of the estimated fair values of assets and liabilities recorded in connection with the Company’s acquisition of CPH.

As a result of the application of the acquisition method of accounting as of the effective time of the Business Combination, the accompanying Consolidated Financial Statements include a black line division which indicates that the Predecessor and Successor reporting entities shown are presented on a different basis and are therefore, not comparable. These statements should be read in conjunction with the Predecessor’s Consolidated Financial Statements and Notes thereto as of October 31, 2018 and 2017, and for the years ended October 31, 2018, 2017 and 2016, included as exhibit 99.3 in the Company’s Form 8-K/A (Amendment No.1) filed with SEC on January 29, 2019.

The historical financial information of Industrea prior to the Business Combination (a special purpose acquisition company, or SPAC) has not been reflected in the Predecessor financial statements as these historical amounts have been determined to be not useful information to a user of the financial statements. SPACs deposit the proceeds from their initial public offerings into a segregated trust account until a business combination occurs, where such funds are then used to either pay consideration for the acquiree or stockholders who elect to redeem their shares of common stock in connection with the business combination. SPACs will operate until the closing of a business combination, and the SPAC operations until the closing of a business combination, other than income from the trust account investments and transaction expenses, are nominal. Accordingly, no other activity in the Company was reported for periods prior to December 6, 2018 besides CPH’s operations as Predecessor.

10

Emerging Growth Company

Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those companies that are not subject to the reporting requirements under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Principles of consolidation

The Successor Consolidated Financial Statements include all amounts of the Successor and its subsidiaries. The Predecessor Consolidated Financial Statements include all amounts of CPH and its subsidiaries. All intercompany balances and transactions have been eliminated.

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Significant estimates include accrued sales and use taxes, the liability for incurred but unreported claims under various partially self-insured polices, allowance for doubtful accounts, goodwill impairment analysis, valuation of share based compensation and accounting for business combinations. Actual results may differ from those estimates, and such differences may be material to the Company’s consolidated financial statements.

Trade receivables

Trade receivables are carried at the original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts. Generally, the Company does not require collateral for their accounts receivable; however, the Company may file statutory liens or take other appropriate legal action when necessary on construction projects when problems arise. A trade receivable is considered to be past due if any portion of the receivable balance is outstanding for more than 30 days. The Company does not charge interest on past-due trade receivables.

Management determines the allowance for doubtful accounts by identifying troubled accounts and by using historical experience applied to an aging of accounts. As of January 31, 2019 and October 31, 2018, the allowance for doubtful accounts was $0.0 million and $0.7 million, respectively. Trade receivables are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received. The decline in our allowance for doubtful accounts from October 31, 2018 to January 31, 2019 was driven by the Business Combination, as the Company had to fair value its trade receivables as of December 6, 2018, resetting the cost basis in its trade receivables. As such, the value of accounts receivable, net of any allowance for doubtful accounts, became the fair value as of the acquisition date.

11

Inventory

Inventory consists primarily of replacement parts for concrete pumping equipment. Inventories are stated at the lower of cost (first-in, first-out method) or market. The Company evaluates inventory and records an allowance for obsolete and slow-moving inventory to account for cost adjustments to market. Based on management’s analysis, no allowance for obsolete and slow-moving inventory was required as of January 31, 2019 and October 31, 2018.

Fair Value Measurements

The Financial Accounting Standard Board’s (FASB’s) standard on fair value measurements establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

This standard establishes three levels of inputs that may be used to measure fair value:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities.

Level 3 – Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

Deferred financing costs

Deferred financing costs representing third-party, non-lender debt issuance costs are deferred and amortized using the effective interest rate method over the term of the related long-term-debt agreement, and the straight-line method for the revolving credit agreement.

Debt issuance costs related to term loans are reflected as a direct deduction from the carrying amount of the Long-Term debt liability. Debt issuance costs related to revolving credit facilities are capitalized and reflected as an Other Asset.

Goodwill

The Company accounts for goodwill under Accounting Standards Codification (“ASC”) 350, Intangibles—Goodwill and Other (“ASC 350”). The Company’s goodwill is the direct result of business combinations, is recorded using the acquisition method of accounting, and is not amortized, but is expected to be deductible for tax purposes. The Company tests its recorded goodwill for impairment on an annual basis on August 31, or more often if indicators of potential impairment exist, by determining if the carrying value of each reporting unit exceeds its estimated fair value. The Company has the option to first assess qualitative factors to determine whether or not it is more than likely that the fair value of the reporting unit is less than the carrying value. If the result of a qualitative test indicates it is more likely than not that the fair value of a reporting unit is less than the carrying value, a quantitative test is performed. As further detailed in “Newly adopted accounting pronouncements” below, the Company adopted Accounting Standards Update (“ASU”) 2017‑04, Intangibles — Goodwill and Other (ASC 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”),  and accordingly, goodwill impairment is recognized in the amount that the carrying value of the reporting unit exceeds the fair value of the reporting unit, not to exceed the amount of goodwill allocated to the reporting unit, based on the results of the Step 1 analysis. Future impairment reviews may require write-downs in the Company’s goodwill and could have a material adverse impact on the Company’s operating results for the periods in which such write-downs occur.

12

Property, plant and equipment

Property, plant and equipment are recorded at cost less accumulated depreciation. Expenditures for additions and betterments are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred; however, maintenance and repairs that improve or extend the life of existing assets are capitalized. The carrying amount of assets disposed of and the related accumulated depreciation are eliminated from the accounts in the year of disposal. Gains or losses from property and equipment disposals are recognized in the year of disposal. Property, plant and equipment is depreciated using the straight line method over the following estimated useful lives:

	in years
Buildings and improvements	15	to	40
Capital lease assets—buildings		40
Furniture and office equipment	2	to	7
Machinery and equipment	3	to	25
Transportation and equipment	3	to	7

Capital lease assets are depreciated over the estimated useful life of the asset.

Intangible assets

Intangible assets are recorded at cost or their estimated fair value when acquired through a business combination.

Intangible assets with finite lives, except for customer relationships, are being amortized on a straight-line basis over their estimated useful lives. The customer relationships are being amortized on an accelerated basis over their estimated useful lives. Intangible assets with indefinite lives are not amortized but are subject to annual reviews for impairment.

Impairment of long-lived assets

ASC 360, Property, Plant and Equipment (ASC 360) requires other long-lived assets to be evaluated for impairment when indicators of impairment are present. If indicators are present, assets are grouped to the lowest level for which identifiable cash flows are largely independent of other asset groups and cash flows are estimated for each asset group over the remaining estimated life of each asset group. If the undiscounted cash flows estimated to be generated by those assets are less than the asset’s carrying amount, impairment is recognized in the amount of excess of the carrying value over the fair value. No indicators of impairment were identified as of January 31, 2019.

Revenue recognition

The Company generates revenues primarily from concrete pumping services in both the United States and the U.K. Additionally, revenues are generated from the Company’s waste management business which consists of service fees charged to customers for the delivery of our pans and containers and the disposal of the concrete waste material.

The Company recognizes revenue from these businesses when all of the following criteria are met: (a) persuasive evidence of an arrangement exists, (b) the service has been performed or delivery has occurred, (c) the price is fixed or determinable, and (d) collectability is reasonably assured. The Company’s delivery terms for replacement part sales are FOB shipping point.

The Company imposes and collects sales taxes concurrent with our revenue-producing transactions with customers and remit those taxes to the various governmental authorities as prescribed by the taxing jurisdictions in which we operate. We present such taxes in our consolidated statements of income on a net basis.

13

Stock-based compensation

The Company follows ASC 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense, based on estimated fair values, for all share-based awards made to employees and directors. The value of the vested portion of the award is recognized as expense in the consolidated statements of income over the requisite service periods when applicable. Compensation expense for all share-based awards is recognized using the straight-line method. The Company will account for forfeitures as they occur in accordance with the early adoption of ASU No. 2016-09, Compensation—Stock Compensation (ASC 718): Improvements to Employee Share-Based Payment Accounting.

Foreign currency translation

The functional currency of Camfaud is the Pound Sterling (GBP). The assets and liabilities of the foreign subsidiaries are translated into US dollars using the period end exchange rates, and the consolidated statements of income are translated at the average rate for the period. The resulting translation adjustments are recorded as a component of comprehensive income on the consolidated statements of comprehensive income and accumulated in other comprehensive income. The functional currency of our other subsidiaries is the United States Dollar.

Income taxes

The Company complies with ASC 740, Income Taxes, which requires a liability approach to financial reporting for income taxes.

The Company computes deferred income tax assets and liabilities annually for differences between the financial statements and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, carryback opportunities, and tax planning strategies in making the assessment. Income tax expense includes both the current income taxes payable or refundable and the change during the period in the deferred tax assets and liabilities. The tax benefit from an uncertain tax position is only recognized in the consolidated balance sheets if the tax position is more likely than not to be sustained upon an examination.

14

Camfaud files income tax returns in the U.K. Camfaud’s national statutes are generally open for one year following the statutory filing period.

Business combinations

The Company applies the principles provided in ASC 805, Business Combinations (“ASC 805”), when a business is acquired. Tangible and intangible assets acquired and liabilities assumed are recorded at fair value and goodwill is recognized for any differences between the price of the acquisition and the fair value determination. The Company estimates all purchase costs and other related transactions on the acquisition date. Transaction costs for the acquisitions are expensed as incurred in accordance with ASC 805.

Seasonality

The Company’s sales are historically seasonal, with lower revenue in the first quarter and higher revenue in the fourth quarter of each year. Such seasonality also causes the Company’s working capital cash flow requirements to vary from quarter to quarter primarily depends on the variability of weather patterns with the Company generally having lower sales volume during the winter and spring months.

Vendor concentration

As of January 31, 2019 and October 31, 2018, there were three significant vendors that the Company relies upon to purchase concrete pumping boom equipment. However, should the need arise, there are alternate vendors who can provide concrete pumping boom equipment.

Concentration of credit risk

Cash balances held at financial institutions may, at times, be in excess of federally insured limits. It is management’s belief that the Company places their temporary cash balances in high-credit quality financial institutions.

The Company’s customer base is dispersed across the United States and U.K. The Company performs ongoing evaluations of their customers’ financial condition and requires no collateral to support credit sales. During the predecessor and successor periods described above, no customer represented 10 percent or more of sales or trade receivables.

Note 3. New Accounting Pronouncements

Recently issued accounting pronouncements not yet effective

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (ASC 606) (“ASU 2014-09”), which is a comprehensive new revenue recognition model.

Under ASU 2014-09, a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services. ASU 2014-09 is effective for entities other than public business entities in annual reporting periods beginning after December 15, 2018 and interim reporting periods within annual reporting periods beginning after December 15, 2019 and is to be adopted using either a full retrospective or modified retrospective transition method. Early adoption is permitted. The Company expects to adopt the guidance under the modified retrospective approach on November 1, 2019. The Company is currently evaluating the impact of the pending adoption of the new standard on the consolidated financial statements.

15

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (ASC 805): Clarifying the Definition of a Business (“ASU 2017-01”), which provides guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017-01 requires entities to use a screen test to determine when an integrated set of assets and activities is not a business or if the integrated set of assets and activities needs to be further evaluated against the framework. The new standard will be applied prospectively to any transactions occurring within the period of adoption and is effective for entities other than public business entities for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company plans to adopt this standard for the year ending October 31, 2020.

In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”), which is codified in ASC 842, Leases (“ASC 842”) and supersedes current lease guidance in ASC 840, Leases. ASC 842 requires a lessee to recognize a right-of-use asset and a corresponding lease liability for substantially all leases. The lease liability will be equal to the present value of the remaining lease payments while the right-of-use asset will be similarly calculated and then adjusted for initial direct costs. In addition, ASC 842 expands the disclosure requirements to increase the transparency and comparability of the amount, timing and uncertainty of cash flows arising from leases. In July 2018, the FASB issued ASU 2018-11, Leases ASC 842: Targeted Improvements, which allows entities to initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption consistent with preparers’ requests.

The new standard is effective for emerging growth companies for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Company will be adopting the new standard effective for the year ending October 31, 2021. The Company is currently evaluating the impact of the pending adoption of the new standard on the consolidated financial statements.

Note 4. Business Combinations

December 2018 acquisition of CPH

On December 6, 2018, the Company consummated the Business Combination. This acquisition qualifies as a business combination under ASC 805. 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.

16

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

Note: Cash in table above is net of $1.0 million in cash acquired

Identifiable intangible assets acquired consist of customer relationships of $168.7 million and trade names of $52.0 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 15 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 10 years. The Company determined the trade names associated with Brundage-Bone and Eco-Pan to be indefinite.

CPH incurred transaction costs of $14.2 million and debt extinguishment costs of $16.4 million independently prior to the Business Combination. Industrea incurred transaction costs of $18.8 million independently prior to the Business Combination, i.e. before December 5, 2018, of which $8.1 million was related to the payment of deferred underwriting commissions, and Industrea’s Pre-Business Combination financial results are not consolidated with the Predecessor (Note 2), these costs are not 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 not include any future service requirements. As such, these costs will be presented “on the line” and are not 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 not recognized in the Statement of Operations of either the Predecessor or Successor as they are not directly attributable to either period but instead were contingent on the Business Combination.

In conjunction with the Business Combination, there were $20.1 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 $0.6 million. These expenses were not reflected in either the Predecessor or Successor consolidated statements of operations and comprehensive income (loss) periods, but instead are presented “on the line.”

April 2018 acquisition of O’Brien (Predecessor)

In April 2018, 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 805. 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.

17

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 $1.1 million of which $0.0 million was recognized in the Consolidated Statements of Income for the period November 1, 2017 through January 31, 2018 (Predecessor) as the acquisition occurred after the aforementioned Predecessor period.

Unaudited Pro Forma Financial Information

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 November 1, 2017. The unaudited pro forma financial information is presented for illustrative purposes only and is not 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 November 1, 2017, nor does it purport to project the results of operations of the combined company in future periods. The unaudited pro forma financial information does not 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

18

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.

19

Note 6. Prepaid Expenses and Other Current Assets

The significant components of prepaid expenses and other current assets at January 31, 2019 for the Successor and at October 31, 2018 for the Predecessor are comprised of the following:

	Successor		Predecessor
	January 31,		October 31,
(in thousands)	2019		2018
Prepaid insurance	$	3,975	$	348
Prepaid licenses and deposits		649		236
Prepaid rent		370		326
Prepaid sponsor fees		280		667
Other prepaids		2,510		2,370
Total prepaid expenses and other current assets	$	7,784	$	3,947

Note 7. Property, Plant and Equipment

The significant components of property, plant and equipment at January 31, 2019 for the Successor and at October 31, 2018 for the Predecessor are comprised of the following:

	Successor			Predecessor
	January 31,			October 31,
(in thousands)	2019			2018
Land, building and improvements	$	23,285		$	22,244
Capital leases—land and buildings		827			909
Machinery and equipment		205,797			237,094
Transportation equipment		1,080			3,297
Furniture and office equipment		654			1,486
		231,643			265,030
Less accumulated depreciation		(3,503	)		(63,115	)
Property, plant and equipment, net	$	228,140		$	201,915

Depreciation expense for the Successor period from December 6, 2018 to January 31, 2019 was $3.5 million of which approximately all was included in cost of operations. Depreciation expense for the Predecessor periods from November 1, 2018 to December 5, 2018 and from November 1, 2017 to January 31, 2018 were $2.1 million and $4.0 million, respectively, of which approximately all was included in cost of operations. In conjunction with the Business Combination, the basis of all property, plant and equipment was reset at fair value with no accumulated depreciation as of December 6, 2018. As such, there is a significant decline in the accumulated depreciation from October 1, 2018 to January 31, 2019.

20

Note 8. Goodwill and Intangible Assets

The Company recognized goodwill and certain intangible assets in connection with business combinations (Note 4). The following table summarizes the composition of intangible assets at January 31, 2019 for the Successor and at October 31, 2018 for the Predecessor:

	Successor						Predecessor
	January 31,						October 31,
	2019						2018
	Gross				Net		Gross					Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated			Carrying
(in thousands)	Value		Amortization		Amount		Value		Amortization			Amount
Customer relationship	$	168,700	$	4,793	$	163,906	$	47,641	$	(23,093	)	$	24,548
Trade name		5,100		78		5,022		15,412		(3,540	)		11,872
Trade name (indefinite life)		46,900		-		46,900		-		-			-
Noncompete agreements		-		-		-		495		(486	)		9
	$	220,700	$	4,871	$	215,828	$	63,548	$	(27,119	)	$	36,429

Amortization expense recognized by the Company related to intangible assets for the period from December 6, 2018 to January 31, 2019 (Successor) was $4.9 million. Amortization expense recognized by the Predecessor for the period from November 1, 2018 through December 5, 2018 and November 1, 2017 through January 31, 2018 (Predecessor) was $0.7 million and $1.9 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)
2019 (excluding the period from December 6, 2018 to January 31, 2019)	$	21,949
2020		26,685
2021		21,897
2022		17,719
2023		14,172
Thereafter		66,506
	$	168,928

21

Note 9. Long Term Debt and Revolving Lines of Credit

Successor

As part of the Business Combination, the Predecessor’s Revolver, U.K. Revolver, Senior secured notes, and Seller notes (see Predecessor section below for a discussion of these agreements) were all extinguished and the Company entered into (i) a Term Loan Agreement, dated December 6, 2018, among the Company, certain subsidiaries of the Company, Credit Suisse AG, Cayman Islands Branch as administrative agent and Credit Suisse Loan Funding LLC, Jefferies Finance LLC and Stifel Nicolaus & Company Incorporated LLC as joint lead arrangers and joint bookrunners and (the “Term Loan Agreement”) (ii) a Credit Agreement, dated December 6, 2018, among the Company, certain subsidiaries of the Company, Wells Fargo Bank, National Association, as agent, sole lead arranger and sole bookrunner, and the other parties thereto (“ABL Credit Agreement”). Summarized terms of those debt agreements are included below.

Term Loan Agreement

Summarized terms of the Term Loan Agreement are as follows:

● Provides for an aggregate principal amount of $357.0 million;

● The initial term loans advanced will mature and be due and payable in full seven years after the Closing Date, with principal amortization payments in an annual amount equal to 5.00% of the original principal amount;

● Interest on borrowings under the Term Loan Agreement, will bear interest at either (1) an adjusted LIBOR rate or (2) an alternate base rate, plus an applicable margin of 6.00% or 5.00%, respectively;

● The Term Loan Agreement is secured by (i) a first priority perfected lien on substantially all of the assets of the Company and certain of its subsidiaries that are loan parties thereunder to the extent not constituting ABL Credit Agreement priority collateral and (ii) a second priority perfected lien on substantially all ABL Credit Agreement priority collateral, in each case subject to customary exceptions and limitations;

● The Term Loan Agreement includes certain non-financial covenants.

The outstanding balance under the Term Loan Agreement as of January 31, 2019 was $357.0 million. The Company’s interest on borrowings under the Term Loan Agreement bear interest using the London Inter-bank Offered Rate (LIBOR) as the base rate plus an applicable margin in line with the summarized terms of the Term Loan Agreement as described above.

Future maturities of the Term Loan are as follows:

Years ended October 31:
(in thousands)
2019	$	17,850
2020		17,850
2021		17,850
2022		17,850
2023		17,850
Thereafter		248,579
	$	337,829

Asset Based Revolving Lending Credit Agreement

Summarized terms of the ABL Credit Agreement are as follows:

● Borrowing availability in US Dollars and GBP up to a maximum of $60.0 million;

● Borrowing capacity available for standby letters of credit of up to $7.5 million and for swingline loan borrowings of up to $7.5 million. Any issuance of letters of credit or making of a swingline loan will reduce the amount available under the ABL Facility;

● All loans advanced will mature and be due and payable in full five years after the Closing Date;

● Amounts borrowed may be repaid at any time, subject to the terms and conditions of the agreement;

● Interest on borrowings in US Dollars and GBP under the ABL Credit Agreement, , will bear interest at either (1) an adjusted LIBOR rate or (2) a base rate, in each case plus an applicable margin currently set at 2.25% and 1.25%, respectively. The ABL Credit Agreement is subject to two step-downs of 0.25% and 0.50% based on excess availability levels;

● U.S. ABL Credit Agreement obligations will be secured by (i) a perfected first priority security interest in substantially all personal property of the Company and certain of its subsidiaries that are loan parties thereunder consisting of all accounts receivable, inventory, cash, intercompany notes, books and records, chattel paper, deposit, securities and operating accounts and all other working capital assets and all documents, instruments and general intangibles related to the foregoing (the “U.S. ABL Priority Collateral”) and (ii) a perfected second priority security interest in substantially all Term Loan Agreement priority collateral, in each case subject to customary exceptions and limitations;

● U.K. ABL Credit Agreement obligations will be secured by (i) a perfected first-priority security interest in (A) the U.S. ABL Priority Collateral, (B) all of the stock (or other ownership interests) in, and held by, the U.K. borrower subsidiaries of the Company, and (C) all of the current and future assets and property of the U.K subsidiaries of the Company that are loan parties thereunder, including a first-ranking floating charge over all current and future assets and property of each U.K. subsidiary of the Company that is a loan party thereunder; and (ii) a perfected, second-priority security interest in substantially all Term Loan Agreement priority collateral, in each case subject to customary exceptions and limitations; and

● The ABL Credit Agreement also includes (i) a springing financial covenant based on excess availability levels that the Company must comply with on a quarterly basis during required compliance periods and (ii) certain non-financial covenants.;

● The Company has complied with the covenants associated with the ABL Credit Agreement

The outstanding balance under the ABL Credit Agreement as of January 31, 2019 was $17.3 million.

22

Predecessor

Revolving line of credit

The Predecessor had a revolving loan agreement (the Revolver). Summarized terms of the agreement were as follows:

● Maximum borrowing capacity of $65.0 million with a maturity date of September 8, 2022;

● Borrowings bear interest at the LIBOR rate plus an applicable margin that resets quarterly and is (a) 2.00%, (b) 2.25% or (c) 2.50% if the quarterly average excess availability is (a) at least 66.67%, (b) less than 66.67% and at least 33.33% and (c) less than 33.33%, respectively;

● Interest is due monthly and the outstanding principal balance was due upon maturity;

● On October 2, 2017, $35.0 million of the Revolver balance was transferred to a 3-month line of credit with a separate LIBOR interest rate; and

● Required Predecessor to maintain a maximum ratio of total fixed charges.

As of October 31, 2018, the outstanding balance of the Revolver was $48.7 million and the Predecessor was in compliance with the financial covenant.

U.K. Revolver

The Predecessor had a revolving loan agreement (the “U.K. Revolver”) associated with the acquisition of Camfaud in November 2016. The U.K. Revolver had a maximum borrowing capacity of approximately $28.0 million and bore interest at LIBOR plus 2.00%. The U.K. Revolver required the Predecessor maintain a maximum ratio of total fixed charges.

As of October 31, 2018, the outstanding balance of the U.K. Revolver was $14.3 million and the Predecessor was in compliance with the financial covenant.

Senior secured notes

In August 2014, the Predecessor issued $140.0 million in senior secured notes through a high-yield bond offering under SEC Rule 144A (“Senior Notes”). In November 2016, the Predecessor issued additional senior secured notes of $40.0 million as an incremental borrowing with the same terms and form as the original Senior Notes.

Summarized terms of the Senior Notes were as follows:

● Maturity date on September 1, 2021. Principal due upon maturity.

● Interest rate of 10.375% per annum, payments due every March 1 and September 1 commencing March 1, 2015

● The Senior Notes were secured by substantially all assets of the Company and contain various non-financial covenants.

Over the period of January 2016 through September 2017, the Predecessor repurchased and retired approximately $26.0 million, in the aggregate, of principal of the Senior Notes.

In September 2017, the Predecessor completed an exchange of substantially all outstanding existing Senior Notes for newly issued senior secured notes (“New Senior Notes”). Terms of the New Senior Notes were identical to the Senior Notes except that the maturity date was extended to September 1, 2023.

In conjunction with the acquisition of the O’Brien Companies (Note 4) in April 2018, the Predecessor issued additional New Senior Notes with a principal amount of $15.0 million at a 104 percent premium for a total purchase price of $15.6 million. The $0.6 million has been recorded by the Company as a debt premium and will be amortized over the life of the New Senior Notes using the effective interest method.

23

The outstanding balance of the original Senior Notes outstanding as of October 31, 2018 was nil. The outstanding balance of the New Senior Notes as of October 31, 2018 was $167.6 million.

Seller notes

In connection with the acquisitions of the Camfaud and Reilly in November 2016 and July 2017, respectively, the Predecessor entered into separate loan agreements with the former owners of the Camfaud and Reilly for $6.2 million and $1.9 million, respectively (collectively, the “Seller Notes”). The Seller Note with respect to Camfaud bore interest at 5.0% per annum and all principal plus accrued interest was due upon the earlier of; (1) 6 months after the U.K. Revolver is repaid in full, (2) 42 months after the acquisition date (May 2020) or (3) the date on which the Predecessor suffers an insolvency event. The Seller Note with respect to Reilly bore interest at 5.0% per annum and all principal plus accrued interest are due three years after the acquisition date (July 2020). The Seller Notes were unsecured.

In connection with the Business Combination, the Company repaid its existing credit facilities in full and replaced them with the Term Loan Agreement and the ABL Credit Agreement. The Company also incurred an aggregate of $13.0 million of costs related to the extinguishment of its existing debts, including the write-off of unamortized borrowing costs and an early extinguishment fee paid to its lenders. The amount has been reflected in the as debt extinguishment costs in the Predecessor’s consolidated statement of income for the period ended December 5, 2018.

The table below is a summary of the composition of the Company’s long-term debt balances at January 31, 2019 for the Successor and at October 31, 2018 for the Predecessor. Note that the term loan is combined for short term and long term balances.

	Successor			Predecessor
	January 31,			October 31,
(in thousands)	2019			2018
Term loan	$	357,000		$	-
Senior secured notes		-			167,553
Seller notes		-			8,292
		357,000			175,845
Plus unamortized premium on debt		-			540
Less unamortized deferred financing costs		(19,171	)		(2,915	)
Total long term debt	$	337,829		$	173,470

24

Note 10. Accrued Payroll and Payroll Expenses

The following table summarizes accrued payroll and expenses at January 31, 2019 for the Successor and at October 31, 2018 for the Predecessor:

	Successor		Predecessor
	January 31,		October 31,
(in thousands)	2019		2018
Accrued vacation	$	3,264	$	3,482
Accrued bonus		1,145		1,766
Other accrued		975		1,457
Total accrued payroll and payroll expenses	$	5,384	$	6,705

Note 11. Accrued Expenses and Other Current Liabilities

The following table summarizes accrued expenses and other current liabilities at January 31, 2019 for the Successor and at October 31, 2018 for the Predecessor: 

	Successor		Predecessor
	January 31,		October 31,
(in thousands)	2019		2018
Accrued insurance	$	5,350	$	4,743
Accrued interest		5,068		3,092
Accrued equipment purchases		1,415		-
Accrued sales and use tax		4,094		4,145
Accrued property taxes		426		865
Accrued professional fees		497		3,579
Other		1,197		2,406
Total accrued expenses and other liabilities	$	18,047	$	18,830

25

Note 12. Income Taxes

In December 2017, the Tax Cuts and Jobs Act (the “2017 Tax Act”) was enacted. The 2017 Tax Act significantly revised the U.S. corporate income tax regime by, among other things, the following items:

● Lowering the U.S. corporate tax rate from 35% to 21% effective January 1, 2018. In accordance with Staff Accounting Bulletin No. 118, which provides SEC staff guidance for the application of ASC Topic 740, the Predecessor recognized the income tax effects of the 2017 Tax Act in its financial statements in the period the 2017 Tax Act was signed into law;

● Provides for a 100 percent deduction for foreign-source portion of dividends received from specified 10 percent owned foreign corporations by U.S. corporate shareholders. The deduction is unavailable for hybrid dividends;

● Creates a requirement that certain income earned by controlled foreign corporations (“CFCs”) must be included currently in the gross income of the CFC's U.S. shareholder; and

● The Global Intangible Low Tax Income (“GILTI”) provisions are effective for tax years beginning on or after January 1, 2018. In FASB staff Q&A Topic 740, No. 5, Accounting for Global Intangible Low-Taxed Income, the FASB staff noted that ASC 740 was not clear with respect to the appropriate accounting for GILTI, and accordingly, an entity may either: (1) elect to treat taxes on GILTI as period costs similar to special deductions, or (2) recognize deferred tax assets and liabilities when basis differences exist that are expected to affect the amount of GILTI inclusion upon reversal (the deferred method). The Company has not yet adopted an accounting policy related to GILTI

For the Successor period from December 6, 2018 to January 31, 2019, the Company recorded an income tax benefit of $2.8 million, resulting in a 43.2% effective tax rate. For the Predecessor period from November 1, 2018 to December 5, 2018, the Company recorded an income tax benefit of $4.2 million, resulting in an effective tax rate of 15.7%. For the Predecessor period from November 1, 2017 to January 31, 2018, the Company recorded an income tax benefit of $13.5 million. The effective tax rate for the Predecessor period from November 1, 2017 to January 31, 2018 was not meaningful.

The year-over-year decrease in our effective tax rate when comparing the Predecessor period of November 1, 2017 to January 31, 2018 to both the Successor period from December 6, 2018 to January 31, 2019 and the Predecessor period from November 1, 2018 to December 5, 2018, was impacted by the following items:

(1)	The net impact from the enactment of the 2017 Tax Act, which reduced the U.S. federal corporate income tax rate from 35% to 21%;
(2)	The Predecessor recording a tax benefit of $13.5 million for the period ended January 31, 2018 related to the re-measurement of deferred tax assets and liabilities to reflect the reduction in the U.S. corporate income tax rate from 35% to 21% percent;
(3)	The Predecessor recording a provisional tax expense of $0.5 million for the period ended January 31, 2018 related to the deemed repatriation of earnings from its foreign subsidiaries;
(4)	The Predecessor recording a provisional tax benefit of $0.8 million for the period ended January 31, 2018 related to the reduction of the deferred tax liability on unrepatriated foreign earnings due to the 100 percent dividends received deduction;
(5)	The Predecessor recording tax expense of $1.4 million for the period ended December 5, 2018 related to nondeductible transaction related costs; and
(6)	The Successor including $0.7 million of tax expense in the estimated annual effective rate for the period ended January 31, 2019 related to GILTI.

At January 31, 2019 and October 31, 2018, we had deferred tax liabilities, net of deferred tax assets, of $76.5 million and $39.0 million, respectively. The increase in our net deferred tax liability is primarily due to deferred tax liabilities recorded in purchase accounting related to the fair value adjustments to fixed assets and other identifiable intangible assets.  The valuation allowances were related to foreign tax credit carryforwards where realization is more uncertain at this time due to the limited carryforward periods that exist.

The Company has no liability for uncertain tax positions at January 31, 2019 and October 31, 2018.

26

Note 13. Commitments and Contingencies

Successor

Self-insurance

The Company’s automobile, general and workmen’s compensation insurance is partially self-insured. The general liability deductible was $100,000 per claim as of January 31, 2019 and October 31, 2018. The workmen’s compensation and automobile policies are fully-insured. The Successor and Predecessor had accrued $4.9 million and $3.2 million, as of January 31, 2019 and October 31, 2018, respectively, for claims incurred but not reported and estimated losses reported, which is included in accrued expenses and other current liabilities in the accompanying consolidated balance sheets.

The Company offers employee health benefits via a partially self-insured medical benefit plan. Participant claims exceeding certain limits are covered by a stop-loss insurance policy. The Company contracts with a third party administrator to process claims, remit benefits, etc. The third party administrator requires the Company to maintain a bank account to facilitate the administration of claims. The account balance was $0.3 million and $0.3 million, as of January 31, 2019 and October 31, 2018, respectively, and is included in cash and cash equivalents in the accompanying consolidated balance sheets.

Management has accrued $1.5 million and $1.0 million, as of January 31, 2019 and October 31, 2018, respectively, for health claims incurred but not reported based on historical claims amounts and average lag time, which is included in accrued expenses and other current liabilities in the accompanying consolidated balance sheets.

Litigation

The Company is currently involved in certain legal proceedings and other disputes with third parties that have arisen in the ordinary course of business. Management believes that the outcomes of these matters will not have a material impact on the Company’s financial statements and does not believe that any amounts need to be recorded for contingent liabilities in the Company’s consolidated balance sheets.

Letters of credit

The ABL Credit Agreement provides for up to $7.5 million of standby letters of credit. As of January 31, 2019, total outstanding letters of credit totaled $1.3 million, the vast majority of which had been committed to the Company’s general liability insurance provider. 

27

Note 14. Stockholders’ Equity

In conjunction with the Business Combination, all common and preferred shares that were in existence for the Predecessor were settled and no longer outstanding subsequent to December 5, 2018.

Successor

The Company’s amended and restated certificate of incorporation authorizes the issuance of 500,000,000 shares of common stock, par value $0.0001, and 10,000,000 shares of preferred stock, par value $0.0001. Immediately following of the Business Combination, there were:

• 28,847,707 shares of common stock issued and outstanding;

• 34,100,000 warrants outstanding, each exercisable for one share of common stock at an exercise price of $11.50 per share; and

• 2,450,980 shares of zero-dividend convertible perpetual preferred stock (“Series A Preferred Stock”) outstanding, as further discussed below

The Company’s Series A Preferred Stock does not pay dividends and will be convertible into shares of the Company’s common stock at a 1:1 ratio (subject to customary adjustments) at any time following June 6, 2019. The Company has the right to elect to redeem all or a portion of the Series A Preferred Stock at its election after December 6, 2022 for cash at a redemption price equal to the amount of the principal investment plus an additional cumulative amount that will accrue at an annual rate of 7.0% thereon. In addition, if the volume weighted average price of shares of the Company’s common stock equals or exceeds $13.00 for 30 consecutive days, then the Company will have the right to require the holder of the Series A Preferred Stock to convert its Series A Preferred Stock into Company common stock, at a ratio of 1:1 (subject to customary adjustments).

The Company applies the accounting standards for distinguishing liabilities from equity when determining the classification and measurement of its preferred stock. Conditionally redeemable preferred shares (including preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Predecessor’s control) are classified as temporary equity. The Company has performed an analysis of the redemption features contained within the preferred stock and has determined that embedded features other than the change in control feature identified and evaluated have been determined to be solely within the control of the issuer. ASR 268 requires equity instruments with redemption features that are not solely within the control of the issuer to be classified outside of permanent equity, often referred to as classification in “temporary equity”. The Company has presented such amounts outside of temporary equity commensurate with the aforementioned guidance.

Predecessor

Pursuant to the Predecessor’s articles of incorporation, as amended, the Predecessor was authorized to issue 15,000,000 shares of $0.001 par value common stock and 2,423,711 shares of $0.001 par value preferred stock.

As of October 31, 2018, the Predecessor had 7,576,289 shares of common stock issued and outstanding and 2,342,264 preferred shares issued and outstanding. The preferred shares had a liquidation preference of $11.2 million.

29

Note 15. Stock-Based Compensation

Predecessor

The Predecessor accounted for share-based awards in accordance with ASC Topic 718 Compensation–Stock Compensation (“ASC 718”), which requires the fair value of stock-based compensation awards to be amortized as an expense over the vesting period. Stock-based compensation awards are valued at fair value on the date of grant. As a result of the Business Combination, all unvested awards were immediately vested, resulting in an amount of $0.6 million of stock-based compensation expense presented “on the line” (see Business Combination footnote). Stock-based compensation for the Predecessor period from November 1, 2018 to December 5, 2018 totaled $0.1 million, and has been included in general and administrative expenses on the accompanying consolidated statements of income. 

Successor

The Company rolled forward certain vested options from the Predecessor to 2,783,479 equivalent vested options in the Successor. No incremental compensation costs were recognized on conversion as the fair value of the options issued were equivalent to the fair value of the vested options of the Predecessor. As of January 31, 2019, no share-based awards have been granted by the Successor and therefore, no expense has been recorded.

Note 16. Earnings Per Share

Successor

The Company calculates earnings per share in accordance with ASC 260, Earnings Per Share. The two-class method of computing earnings per share is required for entities that have participating securities. The two-class method is an earnings allocation formula that determines earnings per share for participating securities according to dividends declared (or accumulated) and participation rights in undistributed earnings. The Company has two classes of stock: (1) Common Stock and (2) Series A Preferred Stock.

Basic earnings (loss) per common share is calculated by dividing net income (loss) attributable to common shareholders by the weighted average number of outstanding shares of Common Stock during the period. Net income (loss) attributable to common shareholders is calculated by taking the net income (loss) for the period, less both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) for the period.

Diluted earnings (loss) per common share is computed using the weighted average number of outstanding shares of Common Stock and, when dilutive, potential outstanding shares of Common Stock during the period. Diluted earnings (loss) per common share reflects the potential dilution that could occur assuming common shares were issued upon the exercise of outstanding in the money warrants and the proceeds thereof were used to purchase common shares at the average market price during the period. Common stock equivalents are not included in the diluted earnings (loss) per common share calculation when their effect is antidilutive. The Company uses the treasury stock method to calculate potentially dilutive shares, as if they were converted into common stock at the beginning of the period. At January 31, 2019 (Successor), the Company had outstanding warrants to purchase 34,100,000 shares of common stock, 2,783,479 outstanding stock options and 2,450,980 shares of Series A Preferred Stock, all of which could potentially be dilutive. For all periods presented, the weighted-average dilutive impact, if any, of these shares was excluded from the calculation of diluted earnings (loss) per common share because their inclusion would have been anti-dilutive. As a result, dilutive earnings (loss) per share is equal to basic earnings (loss) per share.

30

The table below shows our basic and diluted EPS calculations for the period from December 6, 2018 through January 31, 2019 (Successor):

	Successor
(in thousands, except share and per share amounts)	December 6, 2018 through January 31, 2019
Net loss (numerator):
Net loss attributable to Concrete Pumping Holdings, Inc.	$	(3,630	)
Less: Preferred stock - cumulative dividends		(269	)
Net loss available to common shareholders	$	(3,899	)
Weighted average shares (denominator):
Weighted average shares - basic		28,847,707
Weighted average shares - diluted		28,847,707
Basic loss per share	$	(0.14	)
Diluted loss per share	$	(0.14	)

Predecessor

Under the terms and conditions of the Company’s Participating Preferred Stock Agreement, the holders of the preferred stock have the right to receive dividends or dividend equivalents should the Company declare dividends on its common stock on a one-for-one per-share basis. Under the two-class method, undistributed earnings is calculated by the earnings for the period less the cumulative preferred stock dividends earned for the period. The undistributed earnings are then allocated on a pro-rata basis to the common and preferred stockholders on a one-for-one per-share basis. The weighted-average number of common and preferred shares outstanding during the period is then used to calculate basic EPS for each class of shares. As a result, the undistributed earnings available to common shareholders is calculated by earnings (loss) for the period less the cumulative preferred stock dividends earned for the period less undistributed earnings allocated to the holders of the preferred stock.

In periods in which the Company has a net loss or undistributed net loss, basic loss per share is calculated by dividing the loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. The two-class method is not used, because the holders of the preferred stock do not participate in losses.

31

The table below shows our basic and diluted EPS calculations for the Predecessor periods from November 1, 2018 through December 5, 2018 and from November 1, 2017 through January 31, 2018:

	Predecessor
(in thousands)	November 1, 2018 through December 5, 2018			November 1, 2017 through January 31, 2018
Net loss (numerator):
Net (loss) income attributable to Concrete Pumping Holdings, Inc	$	(22,575	)	$	17,558
Less: Preferred stock - cumulative dividends		(126	)		(342	)
Less: Undistributed earnings allocated to preferred shares		-			(4,065	)
Net (loss) income available to common shareholders	$	(22,701	)	$	13,151
Weighted average shares (denominator):
Weighted average shares - basic		7,576,289			7,576,289
Dilutive effect of stock options		-			914,425
Weighted average shares - diluted		7,576,289			8,490,714
Basic income (loss) per share	$	(3.00	)	$	1.74
Diluted income (loss) per share	$	(3.00	)	$	1.55

32

Note 17. Segment Reporting

The Company conducts the business through the following reportable segments based on geography and the nature of services sold: U.S Concrete pumping – Brundage-Bone, U.K. Concrete Pumping – Camfaud, Concrete Waste Management Services – Eco-Pan. The classifications are defined as follows:

● U.S. Concrete Pumping – Brundage-Bone – consists of concrete pumping services sold to customers in the U.S.

● U.K. Concrete Pumping – Camfaud – consists of concrete pumping services sold to customers in the U.K, which represents the Company’s foreign operations.

● Concrete Waste Management Services – Eco-Pan – consists of pans and containers rented to customers in the U.S and the disposal of the concrete waste material services sold to customers in the U.S.

The accounting policies of the reportable segments are the same as those described in Note 2. The Chief Operating Decision Maker (CODM) evaluates the performance of its segments based on revenue, and measure segment performance based upon EBITDA (earnings before interest, taxes, depreciation and amortization). Non-allocated interest expense and various other administrative costs are reflected in Corporate. Corporate assets include cash and cash equivalents, prepaid expenses and other current assets, property and equipment. The following provides operating information about the Company’s reportable segments for the periods presented:

	Successor			Predecessor
(in thousands)	December 6, 2018 through January 31, 2019			November 1, 2018 through December 5, 2018			November 1, 2017 through January 31, 2018
Revenue
Brundage-Bone	$	24,067		$	16,624		$	35,419
Camfaud		5,815			5,143			10,728
Eco-Pan		4,088			2,629			6,655
	$	33,970		$	24,396		$	52,802
EBITDA
Brundage-Bone	$	5,536		$	(24,565	)	$	8,623
Camfaud		133			1,587			2,849
Eco-Pan		1,581			388			2,954
Corporate		321			180			625
	$	7,571		$	(22,410	)	$	15,051
Interest income (expense)
Brundage-Bone	$	(5,134	)	$	(1,154	)	$	(4,017	)
Camfaud		(458	)		(490	)		(1,070	)
Eco-Pan		-			-			-
Corporate		-			-			-
	$	(5,592	)	$	(1,644	)	$	(5,087	)
(Loss) income before income taxes
Brundage-Bone	$	(4,424	)	$	(27,354	)	$	1,223
Camfaud		(1,963	)		207			(222	)
Eco-Pan		(291	)		225			2,449
Corporate		283			155			564
	$	(6,395	)	$	(26,767	)	$	4,014

34

	Successor		Predecessor
(in thousands)	December 6, 2018 through January 31, 2019		November 1, 2018 through December 5, 2018		November 1, 2017 through January 31, 2018
Depreciation and amortization
Brundage-Bone	$	4,826	$	1,635	$	3,383
Camfaud		1,638		890		2,001
Eco-Pan		1,872		163		505
Corporate		38		25		61
	$	8,374	$	2,713	$	5,950
Transaction costs including debt extinguishment
Corporate	$	-	$	30,562	$	8
	$	-	$	30,562	$	8

Total assets by segment for the periods presented are as follows:

	Successor		Predecessor
	January 31,		October 31,
(in thousands)	2019		2018
Total Assets
Brundage-Bone	$	501,010	$	277,937
Camfaud		67,770		39,167
Eco-Pan		142,240		32,781
Corporate		24,428		20,259
	$	735,448	$	370,144

35

The U.S. and U.K. were the only regions that accounted for more than 10% of the Company’s revenues for the periods presented. There was no single customer that accounted for more than 10% of revenues for the periods presented. Revenues for the periods presented and long lived assets as of January 31, 2019 and October 31, 2018 are as follows:

	Successor		Predecessor
(in thousands)	December 6, 2018 through January 31, 2019		November 1, 2018 through December 5, 2018		November 1, 2017 through January 31, 2018
Revenues
U.S.	$	28,155	$	19,253	$	42,074
U.K.		5,815		5,143		10,728
	$	33,970	$	24,396	$	52,802

	Successor		Predecessor
	January 31,		October 31,
(in thousands)	2019		2018
Long Lived Assets
U.S.	$	188,290	$	167,368
U.K.		39,850		34,547
	$	228,140	$	201,915

Note 18. Related Party Transaction

Predecessor

The Predecessor had a Management Services Agreement, as amended from time to time, with PGP Advisors, LLC (PGP), an affiliate of the Sponsor, to provide advisory, consulting and other professional services. Under terms of the agreement, the annual fee for these services were $4.0 million from September of 2017 through August of 2019, and $2.0 million annually thereafter. For the period from November 1, 2017 through January 31, 2018 and November 1, 2018 through December 5, 2018 the Predecessor incurred $1.1 million and $0.0 million, respectively, related to this agreement and other agreed upon expenses, which is included in general and administrative expenses on the accompanying consolidated statements of income. In conjunction with the Business Combination, this agreement was terminated.

Note 19 — Subsequent Events

On March 18, 2019, the Company entered into an Interest Purchase Agreement pursuant to which it agreed to acquire all of the outstanding equity interests of Capital Pumping LP and its affiliates for $129.2 million in an all-cash transaction. The acquisition is expected to close in the second calendar quarter of 2019, subject to regulatory approvals and other customary closing conditions. The Company expects to finance the acquisition through the sale of equity or equity-linked securities and additional borrowings under its Term Loan Agreement.

36

Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following management’s discussion and analysis together with (1) Concrete Pumping Holdings, Inc.’s ( the “Company”, “we”, “us”, “our”   or “Successor”) Consolidated Financial Statements and related notes thereto included in this Quarterly Report on Form 10-Q; (2) the Company’s Pro Forma Condensed Combined Financial Statements for the twelve months ended October 31, 2018, and the related notes, filed with the Company’s Current Report on Form 8-K/A with the SEC on January 29, 2019; (3) the Company’s Consolidated Financial Statements for the years ended October 31, 2018, 2017, and 2016, and the related notes and report of independent registered public accounting firm thereto, filed with the Company’s Current Report on Form 8-K/A with the SEC on January 29, 2019; (4) the consolidated financial statements of Camfaud Concrete as of November 16, 2016 and September 30, 2016 and 2015 and for the period from October 1, 2016 to November 16, 2016 and for the years ended September 30, 2016 and 2015, and the related notes and report of independent registered public accounting firm thereto, included in the Company’s Current Report on Form 8-K/A with the SEC on January 29, 2019; and (5) the consolidated financial statements of Industrea Acquisition Corp. (“Industrea”) as of December 31, 2017 and for the period from April 7, 2017 (date of inception) to December 31, 2017 and the related notes thereto and report of independent registered public accounting firm thereon as set forth in the proxy statement/prospectus included in the Company’s Form S-4 registration statement (333-227259) filed in connection with the Business Combination (the “Form S-4”)  beginning on page F-3.

Business Overview 

The Company is a Delaware corporation headquartered in Denver, Colorado. The Consolidated Financial Statements include the accounts of Concrete Pumping Holdings, Inc. and its wholly owned subsidiaries including Brundage-Bone Concrete Pumping Holdings (“Brundage-Bone”), Eco-Pan, Inc. (“Eco-Pan”), and Camfaud Group Limited (“Camfaud”).

On December 6, 2018, the Company, formerly known as Concrete Pumping Holdings Acquisition Corp., consummated the previously announced business combination transaction (the “Business Combination”) pursuant to which it acquired (i) the private operating company formerly called Concrete Pumping Holdings, Inc. (“CPH”) and (ii) the former special purpose acquisition company called Industrea Acquisition Corp (“Industrea”). In connection with the closing of the Business Combination, the Company changed its name to Concrete Pumping Holdings, Inc.  The financial results described herein for the dates and periods prior to the Business Combination relate to the operations of CPH prior to the consummation of the Business Combination.

U.S. & U.K. Concrete Pumping

Brundage-Bone and Camfaud are concrete pumping service providers in the United States and United Kingdom (“U.K.”), respectively. Their core business is the provision of concrete pumping services to general contractors and concrete finishing companies in the commercial, infrastructure and residential sectors. Most often equipment returns to a “home base” nightly and neither company contracts to purchase, mix, or deliver concrete. Brundage-Bone has 80 branch locations across 22 states with its corporate headquarters in Denver, Colorado. Camfaud has 28 branch locations throughout the U.K., with its corporate headquarters in Epping (near London), England.

37

In April 2018, Brundage-Bone completed the acquisition of 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”), solidifying Brundage-Bone’s presence in the Colorado and Phoenix, Arizona markets.

Concrete Waste Management Services — Eco-Pan (“Eco-Pan”) 

Eco-Pan provides industrial cleanup and containment services, primarily to customers in the construction industry. Eco-Pan uses containment pans specifically designed to hold waste products from concrete and other industrial cleanup operations. Eco-Pan has 14 operating locations across the United States with its corporate headquarters in Denver, Colorado.

Recent Developments

On March 18, 2019, the Company entered into an Interest Purchase Agreement pursuant to which it agreed to acquire all of the outstanding equity interests of Capital Pumping LP and its affiliates for $129.2 million in an all-cash transaction. The acquisition is expected to close in the second calendar quarter of 2019, subject to regulatory approvals and other customary closing conditions. The Company expects to finance the acquisition through the sale of equity or equity-linked securities and additional borrowings under its Term Loan Agreement.

Results of Operations 

To reflect the application of different bases of accounting as a result of the Business Combination, the tables provided below separate the Company’s results via a black line into two distinct periods as follows: (1) up to and including the Business Combination closing date (labeled “Predecessor”) and (2) the period after that date (labeled “Successor”). The period presented from December 6, 2018 through January 31, 2019 is the “Successor” period. The periods presented from November 1, 2018 through December 5, 2018 and November 1, 2017 through January 31, 2018 are the “Predecessor” periods.

The historical financial information of Industrea prior to the Business Combination (a special purpose acquisition company, or SPAC) has not been reflected in the Predecessor financial statements as these historical amounts have been determined to be not useful information to a user of the financial statements. SPACs deposit the proceeds from their initial public offerings into a segregated trust account until a business combination occurs, where such funds are then used to either pay consideration for the acquiree or stockholders who elect to redeem their shares of common stock in connection with the business combination. SPACs will operate until the closing of a business combination, and the SPAC operations until the closing of a business combination, other than income from the trust account investments and transaction expenses, are nominal. Accordingly, no other activity in the Company was reported for periods prior to December 6, 2018 besides CPH’s operations as Predecessor.

38

As Industrea’s historical financial information is excluded from the Predecessor financial information, the business, and thus financial results, of the Successor and Predecessor entities, are expected to be largely consistent, excluding the impact on certain financial statement line items that were impacted by the Business Combination. Management believes reviewing our operating results for the three months ended January 31, 2019 by combining the results of the Predecessor and Successor periods (“S/P Combined”) is more useful in discussing our overall operating performance when compared to the same period in the prior year. Accordingly, in addition to presenting our results of operations as reported in our consolidated financial statements in accordance with GAAP, the tables below present the non-GAAP combined results for the year.

	Successor			Predecessor			S/P Combined (non-GAAP)			Predecessor
(dollars in thousands)	December 6, 2018 through January 31, 2019			November 1, 2018 through December 5, 2018			Three months ended January 31, 2019			Three months ended January 31, 2018
Revenue	$	33,970		$	24,396		$	58,366		$	52,802
Cost of operations		21,103			14,027			35,130			30,001
Gross profit		12,867			10,369			23,236			22,801
Gross margin		37.9	%		42.5	%		39.8	%		43.2	%
General and administrative expenses		13,681			4,936			18,617			13,704
Transaction costs		-			14,167			14,167			8
Income (loss) from operations		(814	)		(8,734	)		(9,548	)		9,089
Other (expense) income:
Interest expense		(5,592	)		(1,644	)		(7,236	)		(5,087	)
Loss on extinguishment of debt		-			(16,395	)		(16,395	)		-
Other income (expense), net		11			6			17			12
		(5,581	)		(18,033	)		(23,614	)		(5,075	)
Income (loss) before income taxes		(6,395	)		(26,767	)		(33,162	)		4,014
Income tax (benefit) provision		(2,765	)		(4,192	)		(6,957	)		(13,544	)
Net income (loss)		(3,630	)		(22,575	)		(26,205	)		17,558

39

Three Months Ended January 31, 2019

For the S/P Combined three months ended January 31, 2019, our net loss was $26.2 million, a decrease of $43.8 million compared to net income of $17.6 million in the same period a year ago. We had an 11% improvement in revenue year-over-year, driven by improved utilization of assets in almost all of our markets and the additional assets we obtained from the O’Brien acquisition, which supported the operations in the Colorado and Phoenix, AZ markets. Net income in the 2019 first quarter was negatively impacted by various items associated with the Business Combination, including substantial transaction costs, higher interest expense and higher depreciation and amortization expense from the step-up in fair value of certain assets. While the transaction costs will be dependent on our acquisition activity, the higher interest expense and higher depreciation and amortization expense from the step-up in fair value of certain assets will continue to be a year-over-year point of discussion. Furthermore, in the 2018 first quarter, as a result of the enactment of the Tax Cuts and Jobs Act in December 2017 (the “2017 Tax Act”), we revalued our deferred tax assets and liabilities, resulting in the realization of a substantial tax benefit whereas no such benefit was realized in the 2019 first quarter.

Industry Conditions and Outlook for the Company

We continue to see a sustained level of construction volume in both residential and commercial construction, with the outlook for infrastructure spending remaining relatively consistent for our services. Pricing continues to improve in our markets that have favorable supply and demand fundamentals. We are confident in sustainable growth for the markets in which we currently operated.

Total Assets

	Successor		Predecessor
	January 31,		October 31,
(in thousands)	2019		2018
Total Assets
Brundage-Bone	$	501,010	$	277,937
Camfaud		67,770		39,167
Eco-Pan		142,240		32,781
Corporate		24,428		20,259
	$	735,448	$	370,144

Total assets for the Company increased from $370.1 million as of October 31, 2018 to $735.4 million as of January 31, 2019. The primary driver of the increase in assets for all segments was due to the Business Combination which resulted in a step-up in the value of certain assets, including goodwill and intangibles.

40

Revenue

	Successor		Predecessor		S/P Combined (non-GAAP)		Predecessor
(in thousands, except percentages)	December 6, 2018 through January 31, 2019		November 1, 2018 through December 5, 2018		Three months ended January 31, 2019		November 1, 2017 through January 31, 2018		Increase / (Decrease)
Brundage-Bone	$	24,067	$	16,624	$	40,691	$	35,419	$	5,272	14.9	%
Camfaud		5,815		5,143		10,958		10,728		230	2.1	%
Eco-Pan		4,088		2,629		6,717		6,655		62	0.9	%
Revenue	$	33,970	$	24,396	$	58,366	$	52,802	$	5,564	10.5	%

U.S. Concrete Pumping — Brundage-Bone 

Revenue for Brundage-Bone increased by 15% or $5.3 million from $35.4 million in the 2018 first quarter to $40.7 million in the S/P Combined 2019 first quarter. The incremental benefit of the O’Brien acquisition in April 2018, which added additional pumping capacity to the Colorado and Phoenix, Arizona markets, drove $2.7 million of the increase in revenue. Furthermore, with the exception of our California and Oregon operations, which realized unseasonably negative weather conditions throughout the 2019 first quarter, we realized topline growth in all of our other markets due to improved utilization of our operating assets.

U.K. Concrete Pumping — Camfaud

Revenue for Camfaud increased by 2% from $10.7 million in the 2018 first quarter to $11.0 million in the S/P Combined 2019 first quarter. The improvement in revenue was attributable to positive improved utilization rates of our operating assets, resulting in higher year-over-year revenue of $0.7 million. This was mostly offset by a $0.5 million reduction in revenues due to slight appreciation of the USD relative to the GBP.

Concrete Waste Management Services — Eco-Pan

Eco-Pan revenue for the 2019 first quarter was largely in line with the 2018 first quarter as improved revenue in many of our markets were mostly offset by the adverse weather conditions discussed above for our certain of our west coast divisions.

Gross Margin

Gross margin for the S/P Combined three months ended January 31, 2019 was 39.8%, down 340 basis points from the same period in the prior year. The decline in gross margin was primarily due to the step-up in depreciation related to both the Business Combination and O’Brien asset acquisition, as depreciation expense related to pumping equipment is included in cost of operations.

41

General and Administrative Expenses

General and administrative expenses (“G&A”) for the S/P Combined first quarter of fiscal 2019 were $18.6 million compared to $13.7 million in the year-ago quarter. As a percent of revenue, G&A was 31.8% compared to 26.0% last year. The increase was largely due to nearly $4.0 million of higher amortization expense caused by the step-up in fair value of certain intangible assets related to the Business Combination with the remaining increase due to headcount growth.

Transaction Costs & Debt Extinguishment Costs

Transaction costs include expenses for legal, accounting, and other professionals that were engaged in the completion of an acquisition. During the period from November 1, 2018 through December 5, 2018, the Predecessor incurred transaction costs of $14.2 million and debt extinguishment costs of $16.4 million. This is compared to $0.0 million in transaction or debt extinguishment costs for the three months ended January 31, 2018. All costs in the 2019 first quarter related to the Business Combination while the minimal costs in the 2018 first quarter were related to the O’Brien acquisition.

Interest Expense 

Interest expense for the S/P Combined three months ended January 31, 2019 was $7.2 million, up $2.1 million, or 42%, from the same period in fiscal 2018. As part of the Business Combination, the Company extinguished all previous outstanding debt and entered into a new term loan and revolving credit facility. The increased interest expense is the result of higher average amounts outstanding during the three months ended January 31, 2019 when compared to the same period in fiscal 2018, coupled with interest rates on both new financial instruments being higher than the previous debt instruments. Assuming we maintain a consistent amount drawn on our revolving credit facility, no additional issuances of debt, no substantial changes in interest rates, and no substantial reduction in principal on our term loan, our interest expense in the Successor period from December 6, 2018 through January 31, 2019 of $5.6 million is more reflective of a run rate we would anticipate to incur on a going forward basis.

Income Tax (Benefit) Provision

Our income tax benefit for the S/P Combined three months ended January 31, 2019 was $7.0 million compared to $13.5 million for the three months ended January 31, 2018. The first quarter 2019 effective tax rate is impacted primarily by the GILTI inclusion and nondeductible meals and entertainment expenses.  The first quarter 2018 tax benefit was primarily the result of a tax benefit recognized on the re-measurement of deferred tax assets and liabilities totaling $13.5 million and a $0.8 million tax benefit related to the reduction of our deferred tax liability for unrepatriated foreign subsidiary earnings due to the 100 percent dividends received deduction.  These tax benefits were offset slightly by a provisional tax expense of $0.5 million related to the deemed repatriation of earnings from our foreign subsidiaries.

42

Adjusted EBITDA¹

	Successor		Predecessor		S/P Combined (non-GAAP)		Predecessor
	December 6, 2018 through January 31, 2019		November 1, 2018 through December 5, 2018		Three months ended January 31, 2019		November 1, 2017 through January 31, 2018
(in thousands, except percentages)
Statement of operations information:
U.S. Concrete Pumping - Brundage-Bone	$	2,998	$	7,627	$	10,625	$	9,943
U.K. Concrete Pumping - Camfaud		1,610		1,396		3,006		2,849
Concrete Waste Management Services - Eco-Pan		2,315		388		2,703		2,954
Corporate		637		177		814		625
	$	7,560	$	9,588	$	17,148	$	16,371

¹ Please see “Non-GAAP Measures (EBITDA and Adjusted EBITDA)” below

U.S. Concrete Pumping — Brundage-Bone 

Brundage-Bone Adjusted EBITDA was $10.6 million for the S/P Combined three months ended January 31, 2019 versus $9.9 million for the comparable period in fiscal 2018. The 6.9% year-over-year increase was due primarily to volume growth across the majority of the US markets.  This growth was supported by additional operational assets acquired through the O’Brien acquisition completed in April 2018. The growth in Brundage-Bone was partially offset by the impact of harsh winter weather in the western region of the United States.

U.K. Concrete Pumping — Camfaud

Camfaud Adjusted EBITDA was $3.0 million for the S/P Combined three months ended January 31, 2019 versus $2.8 million for same period in fiscal 2018. The increase of 5.5% was attributable to positive weather conditions that drove an improved utilization of our operating assets.

Concrete Waste Management — Eco-Pan

Eco-Pan Adjusted EBITDA was $2.7 million for the S/P Combined three months ended January 31, 2019, down 8.5% from $3.0 million for same period in fiscal 2018. This decrease was primarily related to the impact of severe winter weather experienced in our mature western United States locations.

Corporate

Corporate Adjusted EBITDA totaled $0.8 million for the S/P Combined three months ended January 31, 2019 versus $0.6 million for same period in fiscal 2018. This represented an increase of 30.9% for the three months ended January 31, 2019 as compared to the three months ended January 31, 2018. The increase in EBITDA was primarily related to the allocation of overhead costs.

43

LIQUIDITY AND CAPITAL RESOURCES

We use our liquidity and capital resources to: (1) finance working capital requirements; (2) service our indebtedness; (3) purchase property, plant and equipment; and (4) make payments related to strategic acquisitions, including the acquisition of all of the outstanding equity interests of Capital Pumping LP and its affiliates discussed in “Recent Developments” above. Our primary sources of liquidity are cash generated from operations, available cash and cash equivalents and access to our revolving credit facility under our Asset-Based Lending Credit Agreement (the “ABL Credit Agreement”), which provides for aggregate borrowings of up to $60.00 million. As of January 31, 2019, we had $4.8 million of cash and cash equivalents and $46.4 million of available borrowing capacity under the Revolver, providing total available liquidity of $51.2 million.

Capital Resources

Our capital structure is primarily a combination of (1) permanent financing, represented by stockholders’ equity; (2) zero-dividend convertible perpetual preferred stock; (3) long-term financing represented by our Term Loan Agreement (defined below) and (4) short-term financing under our ABL Credit Agreement. We may from time to time seek to retire or pay down borrowings on the outstanding balance of our Term Loan Agreement using cash on hand. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

We believe our existing cash and cash equivalent balances, cash flow from operations and borrowing capacity under our ABL Credit Agreement will be sufficient to meet our working capital and capital expenditure needs for the next 12 months. Our future capital requirements may vary materially from those currently planned and will depend on many factors, including our rate of revenue growth, potential acquisitions and overall economic conditions. To the extent that current and anticipated future sources of liquidity are insufficient to fund our future business activities and requirements, we may be required to seek additional equity or debt financing. The sale of additional equity would result in additional dilution to our stockholders. The incurrence of debt financing would result in debt service obligations and the instruments governing such debt could provide for operating and financing covenants that would restrict our operations.

Term Loan Agreement and ABL Credit Agreement

As part of the Business Combination, all existing debt of the Predecessor was extinguished and the Company and certain of its subsidiaries entered into a Term Loan Agreement (the “Term Loan Agreement”) and the ABL Credit Agreement. Summarized terms of those debt agreements are included below.

Term Loan Agreement

Summarized terms of the Term Loan Agreement are as follows:

● Provides for an aggregate principal amount of $357.0 million;

● The initial term loans advanced will mature and be due and payable in full seven years after the Closing Date, with principal amortization payments in an annual amount equal to 5.00% of the original principal amount;

● Interest on borrowings under the Term Loan Agreement, will bear interest at either (1) an adjusted LIBOR rate or (2) an alternate base rate, plus an applicable margin of 6.00% or 5.00%, respectively;

● The Term Loan Agreement is secured by (i) a first priority perfected lien on substantially all of the assets of the Company and certain of its subsidiaries that are loan parties thereunder to the extent not constituting ABL Credit Agreement priority collateral and (ii) a second priority perfected lien on substantially all ABL Credit Agreement priority collateral, in each case subject to customary exceptions and limitations;

● The Term Loan Agreement includes certain non-financial covenants.   

The outstanding balance under the Term Loan Agreement as of January 31, 2019 was $357.0 million. The Company’s interest on borrowings under the Term Loan Agreement bear interest using the London Inter-bank Offered Rate (LIBOR) as the base rate plus an applicable margin in line with the summarized terms of the Term Loan Agreement as described above.

Asset Based Revolving Lending Credit Agreement

Summarized terms of the ABL Credit Agreement are as follows:

● Borrowing availability in US Dollars and GBP up to a maximum of $60.0 million;

● Borrowing capacity available for standby letters of credit of up to $7.5 million and for swingline loan borrowings of up to $7.5 million. Any issuance of letters of credit or making of a swingline loan will reduce the amount available under the ABL Facility;

● All loans advanced will mature and be due and payable in full five years after the Closing Date;

● Amounts borrowed may be repaid at any time, subject to the terms and conditions of the agreement;

● Interest on borrowings in US Dollars and GBP under the ABL Credit Agreement, will bear interest at either (1) an adjusted LIBOR rate or (2) a base rate, in each case plus an applicable margin currently set at 2.25% and 1.25%, respectively. The ABL Credit Agreement is subject to two step-downs of 0.25% and 0.50% based on excess availability levels;

● U.S. ABL Credit Agreement obligations will be secured by (i) a perfected first priority security interest in substantially all personal property of the Company and certain of its subsidiaries that are loan parties thereunder consisting of all accounts receivable, inventory, cash, intercompany notes, books and records, chattel paper, deposit, securities and operating accounts and all other working capital assets and all documents, instruments and general intangibles related to the foregoing (the “U.S. ABL Priority Collateral”) and (ii) a perfected second priority security interest in substantially all Term Loan Agreement priority collateral, in each case subject to customary exceptions and limitations;

● U.K. ABL Credit Agreement obligations will be secured by (i) a perfected first-priority security interest in (A) the U.S. ABL Priority Collateral, (B) all of the stock (or other ownership interests) in, and held by, the U.K. borrower subsidiaries of the Company, and (C) all of the current and future assets and property of the U.K subsidiaries of the Company that are loan parties thereunder, including a first-ranking floating charge over all current and future assets and property of each U.K. subsidiary of the Company that is a loan party thereunder; and (ii) a perfected, second-priority security interest in substantially all Term Loan Agreement priority collateral, in each case subject to customary exceptions and limitations; and

● The ABL Credit Agreement also includes (i) a springing financial covenant based on excess availability levels that the Company must comply with on a quarterly basis during required compliance periods and (ii) certain non-financial covenants.;

● The Company has complied with the covenants associated with the ABL Credit Agreement

The outstanding balance under the ABL Credit Agreement as of January 31, 2019 was $17.3 million.

44

Cash Flows

Cash generated from operating activities typically reflects net income, as adjusted for non-cash expense items such as depreciation, amortization and stock-based compensation, and changes in our operating assets and liabilities. Generally, we believe our business requires a relatively low level of working capital investment due to low inventory requirements and customers paying the Company as invoices are submitted daily for many of our services.

Successor

Net cash provided by operating activities generally reflects the cash effects of transactions and other events used in the determination of net income or loss. Net cash used in operating activities during the period from December 6, 2018 to January 31, 2019 was $12.9 million (the “Successor Period”).

We used $217.6 million to fund investing activities during the Successor Period. The Company paid $445.4 million to fund the Business Combination and $11.2 million to purchase machinery, equipment and other vehicles to service our business. These cash outflows were partially offset by $238.5 million in cash withdrawn from Industrea trust account in addition to proceeds from the sale of property, plant and equipment of $0.6 million.

Net cash provided from financing activities was $236.8 million for the Successor Period. Financing activities during the Successor Period included $357.0 million in proceeds from our new Term Loan Agreement, $17.3 million in borrowings under the Company’s new ABL Credit Agreement, $96.9 million from the issuance of common shares and an additional $25.0 million from the issuance of preferred stock. All of these cash inflows were used to the fund the Business Combination and other operational activity such as equipment purchases. These cash inflows were offset by payments for redemptions of common stock totaling $231.4 million, $20.9 million for the payment of debt issuance costs associated with the Term Loan Agreement and new ABL Credit Agreement, and $8.1 million in payments for underwriting fees.

Predecessor

Cash provided by operating activities generally reflects the cash effects of transactions and other events used in the determination of net income or loss. Net cash provided by operating activities was $7.9 million for the period from November 1, 2018 through December 5, 2019 (the “Predecessor Period”).

We used $0.1 million to fund investing activities during the Predecessor period.  We used $0.5 million to fund purchases of machinery, equipment and other vehicles to service our business. This was offset by $0.4 million in proceeds received from the sale of property, plant and equipment.

We used $15.4 million to fund financing activities during the Predecessor period and this activity was driven by $15.4 million of net borrowings under our Revolving Facility to operate our business and fund acquisitions.

45

Off-Balance Sheet Arrangements

We do not currently have any off-balance sheet arrangements that have had or are reasonably likely to have a material current or future effect on our financial condition, revenue or expenses, results of operations, liquidity, capital expenditures, or capital resources. From time to time, we enter into non-cancellable operating leases that are not reflected on our balance sheet. At January 31, 2019, we had $1.3 million of undrawn letters of credit outstanding.

NON-GAAP MEASURES (ADJUSTED EBITDA)

We calculate EBITDA by taking GAAP net income and adding back interest expense, income taxes, depreciation and amortization. Adjusted EBITDA is calculated by taking EBITDA and adding back transaction expenses, other adjustments, management fees and other expenses. We believe these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends related to our financial condition and results of operations, as a tool for investors to use in evaluating our ongoing operating results and trends and in comparing our financial measures with competitors who also present similar non-GAAP financial measures. In addition, these measures (1) are used in quarterly financial reports prepared for management and our board of directors and (2) help management to determine incentive compensation. EBITDA and Adjusted EBITDA have limitations and should not be considered in isolation or as a substitute for performance measures calculated under GAAP. This non-GAAP measure excludes certain cash expenses that we are obligated to make. In addition, other companies in our industry may calculate EBITDA and Adjusted EBITDA differently or may not calculate it at all, which limits the usefulness of EBITDA and Adjusted EBITDA as comparative measures.

	Successor			Predecessor			S/P Combined (non-GAAP)			Predecessor
(dollars in thousands)	December 6, 2018 through January 31, 2019			November 1, 2018 through December 5, 2018			Three months ended January 31, 2019			Three months ended January 31, 2018
Statement of operations information:
Net income (loss)	$	(3,630	)	$	(22,575	)	$	(26,205	)	$	17,558
Interest expense, net		5,592			1,644			7,236			5,087
Income tax (benefit) expense		(2,765	)		(4,192	)		(6,957	)		(13,544	)
Depreciation and amortization		8,374			2,713			11,087			5,950
EBITDA		7,571			(22,410	)		(14,839	)		15,051
Transaction expenses		-			14,167			14,167			8
Loss on debt extinguishment		-			16,395			16,395			-
Other (income) expense		(11	)		(6	)		(17	)		(12	)
Other adjustments		-			1,442			1,442			1,324
Adjusted EBITDA	$	7,560		$	9,588		$	17,148		$	16,371

Transaction expenses represented expenses for legal, accounting, and other professionals that were engaged in the completion of various acquisitions.

Other adjustments include severance expenses, senior executive relocation costs, recruiting costs and non-cash expenses such as stock based compensation.

46

JOBS ACT 

On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We have previously elected to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. If we were to subsequently elect instead to comply with these public company effective dates, such election would be irrevocable pursuant to Section 107 of the JOBS Act.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States, or GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. Significant estimates include accrued sales and use taxes, liability for incurred but unreported claims under various partially self-insured polices, allowance for doubtful accounts, goodwill impairment analysis, valuation of share-based compensation and accounting for business combinations. Actual results may differ from those estimates, and such differences may be material to our consolidated financial statements. We evaluate estimates and assumptions on an ongoing basis. Estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ from these estimates.

We believe that the assumptions and estimates associated with revenue recognition, inventory, stock-based compensation, concentration of credit risk and income taxes have the greatest potential impact on the consolidated financial statements. Therefore, we consider these critical accounting policies and estimates. For further information on all significant accounting policies, see our significant accounting policies in the notes to the consolidated financial statements.

47

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

Certain statements in this Quarterly Report on Form 10-Q, as well as statements made by us in periodic press releases, oral statements made by our officials in the course of presentations about the Company and conference calls in connection with quarterly earnings releases, constitute “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements regarding our business, financial condition, results of operations, cash flows, strategies and prospects. These forward-looking statements may be identified by terminology such as “likely,” “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” or the negative of such terms and other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements contained in this Report are reasonable, we cannot guarantee future results. These statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from those expressed or implied by the forward-looking statements. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. However, any further disclosures made on related subjects in subsequent reports on Forms 10-K, 10-Q and 8-K should be considered. Additionally, information about issues that could lead to material changes in performance and risk factors that have the potential to affect us is contained under the caption “Risk Factors” in our Form 8-K/A filed with the SEC on January 29, 2019.

Item 3.    Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

48

Item 4.    Controls and Procedures.

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of January 31, 2019 and concluded that, as of January 31, 2019, our disclosure controls and procedures were not sufficiently effective due to a material weakness (as defined in SEC Rule 12b-2) in our internal control over financial reporting. In particular, as of January 31, 2019, we had not yet fully developed the required accounting and financial reporting control environment to achieve the precision and timeliness required for a public company. The infrastructure of the accounting department, including the complement of personnel, is not sufficient to account for complex transactions, such as business combinations, or to fully handle SEC reporting requirements. Additionally, limitations with our current financial close processes and supporting systems adversely impact our ability to generate financial statements that are free of material misstatement on a timely basis. Because the Company's financial statements are dependent on the effectiveness of these controls, these deficiencies can result in the increased chance of fraud occurring and not being detected or the increased likelihood of a material error in the Company's financial statements.

In light of the material weakness, we have retained a global accounting and consulting firm with technical expertise in accounting and SEC reporting matters to support the preparation of our financial statements and assist us in performing additional analysis and other post-closing procedures to ensure that such financial statements were prepared in accordance with GAAP. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations, changes in stockholders' equity and cash flows for the periods presented. The Company is taking other steps to remediate the material weakness. We have hired additional personnel with relevant accounting experience, skills and knowledge and plan to add new personnel as we deem necessary. With assistance from the consulting firm resources, we are implementing enhancements to our disclosure controls and procedures including the establishment of a Disclosure Committee. The Company has undertaken a comprehensive assessment, documentation and testing of our internal control over financial reporting pursuant to Management’s assertion requirements under section 404 (a) of the Sarbanes Oxley Act. We anticipate this work will include implementing remediation steps to address the material weakness discussed above.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during our first quarter 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

49

Part II

Item 1.  Legal Proceedings.

From time to time we are involved in various claims and lawsuits arising in the ordinary course of our business that we believe will not have a material adverse effect on our business or financial condition, including claims and lawsuits alleging breaches of our contractual obligations.

Item 1A. Risk Factors.

There have been no material changes to the Risk Factors previously disclosed in our Current Report on Form 8-K/A filed with the SEC on January 29, 2019.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer Purchases of Equity Securities

On December 6, 2018, in connection with the closing of the Business Combination, we redeemed a total of 22,337,322 shares of our common stock pursuant to the terms of our certificate of incorporation, resulting in a total cash payment from the Company’s trust account to redeeming stockholders of $231.4 million.

Item 3.  Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5.  Other Information.

(a) None

(b) None

50

Item 6.  Exhibits.

		Incorporated by reference				Filed or
Exhibit Number	Exhibit Title	Form	File No.	Exhibit	Filing Date	Furnished Herewith
31.1	Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and Rule 15d-14(a) of the Exchange Act					X
31.2	Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and Rule 15d-14(a) of the Exchange Act					X
32.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002					X
32.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002					X
101.INS	XBRL Instance Document					X
101.SCH	XBRL Taxonomy Extension Schema Document					X
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document					X
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document					X
101.LAB	XBRL Taxonomy Extension Label Linkbase Document					X
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document					X

51

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CONCRETE PUMPING HOLDINGS, INC.

By: /s/ Iain Humphries

Name: Iain Humphries

Title: Chief Financial Officer and Secretary

Dated: March 18, 2019

52

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Bruce Young, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended January 31, 2019 of Concrete Pumping Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. [Paragraph intentionally omitted in accordance with SEC Release Nos. 34-47986 and 34-54942];

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 18, 2019	/s/ Bruce Young
	Bruce Young
	Chief Executive Officer
	(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Iain Humphries, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended January 31, 2019 of Concrete Pumping Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. [Paragraph intentionally omitted in accordance with SEC Release Nos. 34-47986 and 34-54942];

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 18, 2019	/s/ Iain Humphries
	Iain Humphries
	Chief Financial Officer
	(Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Bruce Young, Chief Executive Officer of Concrete Pumping Holdings, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to the best of my knowledge:

1. the Quarterly Report on Form 10-Q of the Company for the quarter ended January 31, 2019 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 18, 2019	/s/ Bruce Young
	Bruce Young
	Chief Executive Officer
	(Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Iain Humphries, Chief Financial Officer of Concrete Pumping Holdings, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to the best of my knowledge:

1. the Quarterly Report on Form 10-Q of the Company for the quarter ended January 31, 2019 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 18, 2019	/s/ Iain Humphries
	Iain Humphries
	Chief Financial Officer
	(Principal Financial Officer)

XML

Document And Entity Information - shares	3 Months Ended
	Jan. 31, 2019	Mar. 15, 2019
Document Information [Line Items]
Entity Registrant Name	CONCRETE PUMPING HOLDINGS, INC.
Entity Central Index Key	0001703956
Trading Symbol	bbcp
Current Fiscal Year End Date	--10-31
Entity Filer Category	Accelerated Filer
Entity Current Reporting Status	Yes
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Small Business	true
Entity Common Stock, Shares Outstanding (in shares)		28,847,707
Document Type	10-Q
Document Period End Date	Jan. 31, 2019
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q1
Amendment Flag	false

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Jan. 31, 2019	Oct. 31, 2018
ASSETS
Cash and cash equivalents	$ 4,767	$ 8,621
Trade receivables, net	34,991	40,118
Inventory	3,931	3,810
Prepaid expenses and other current assets	7,784	3,947
Total current assets	51,473	56,496
Property, plant and equipment, net	228,140	201,915
Intangible assets, net	215,828	36,429
Goodwill	238,811	74,656
Deferred financing costs	1,196	648
Total assets	735,448	370,144
LIABILITIES AND STOCKHOLDERS' EQUITY
Revolving loan	17,267	62,987
Term loans, current portion	17,850
Current portion of capital lease obligations	86	85
Accounts payable	5,540	5,192
Accrued payroll and payroll expenses	5,384	6,705
Accrued expenses and other current liabilities	18,047	18,830
Income taxes payable	1,142	1,152
Deferred consideration	1,475
Total current liabilities	66,791	94,951
Long term debt, net of discount for deferred financing costs	319,979	173,470
Deferred consideration		1,458
Capital lease obligations, less current portion	546	568
Deferred income taxes	76,519	39,005
Total liabilities	463,835	309,452
Redeemable preferred stock, $0.001 par value, 2,342,264 shares issued and outstanding as of October 31, 2018 (liquidation preference of $11,239,060)		14,672
Zero-dividend convertible perpetual preferred stock, $0.0001 par value, 2,450,980 shares issued and outstanding as of January 31, 2019	25,000
Common stock	3	8
Additional paid-in capital	261,808	18,724
Accumulated other comprehensive income	(557)	584
(Accumulated deficit) retained earnings	(14,641)	26,704
Total stockholders' equity	246,613	46,020
Total liabilities and stockholders' equity	$ 735,448	$ 370,144

XML

Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands	Jan. 31, 2019	Oct. 31, 2018
Preferred stock, par value (in dollars per share)	$ 0.0001
Preferred stock, issued (in shares)	2,450,980
Preferred stock, outstanding (in shares)	2,450,980
Preferred stock, liquidation
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.001
Common stock, authorized (in shares)	500,000,000	15,000,000
Common stock, issued (in shares)	28,847,707	7,576,289
Common stock, outstanding (in shares)	28,847,707	7,576,289
Redeemable Preferred Stock [Member]
Preferred stock, par value (in dollars per share)		$ 0.001
Preferred stock, issued (in shares)		2,342,264
Preferred stock, outstanding (in shares)		2,342,264
Preferred stock, liquidation		$ 11,239,060

XML

Consolidated Statements of Income (Unaudited) - USD ($) $ in Thousands	1 Months Ended	2 Months Ended	3 Months Ended
	Dec. 05, 2018	Jan. 31, 2019	Jan. 31, 2018
Revenue	$ 24,396	$ 33,970	$ 52,802
Cost of operations	14,027	21,103	30,001
Gross profit	10,369	12,867	22,801
General and administrative expenses	4,936	13,681	13,704
Business Combination, Acquisition Related Costs	14,167		8
(Loss) income from operations	(8,734)	(814)	9,089
Other (expense) income:
Interest expense	(1,644)	(5,592)	(5,087)
Loss on extinguishment of debt	(16,395)
Other income, net	6	11	12
	(18,033)	(5,581)	(5,075)
(Loss) income before income taxes	(26,767)	(6,395)	4,014
Income tax benefit	(4,192)	(2,765)	(13,544)
Net (loss) income attributable to Concrete Pumping Holdings, Inc.	(22,575)	(3,630)	17,558
Less preferred shares dividends	(126)	(269)	(342)
Less undistributed earnings allocated to preferred shares			(4,065)
Undistributed (loss) income available to common shareholders	$ (22,701)	$ (3,899)	$ 13,151
Basic (in shares)	7,576,289	28,847,707	7,576,289
Diluted (in shares)	7,576,289	28,847,707	8,490,714
Basic (in dollars per share)	$ (3)	$ (0.14)	$ 1.74
Diluted (in dollars per share)	$ (3)	$ (0.14)	$ 1.55

XML

Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands	1 Months Ended	2 Months Ended	3 Months Ended
	Dec. 05, 2018	Jan. 31, 2019	Jan. 31, 2018
Net (loss) income	$ (22,575)	$ (3,630)	$ 17,558
Other comprehensive income:
Foreign currency translation adjustment	(674)	(557)	2,927
Total comprehensive (loss) income	$ (23,249)	$ (4,187)	$ 20,485

XML

Consolidated Satements of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Common Stock [Member] Common Class A [Member]	Common Stock [Member] Common Class B [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Total
Balance (Predecessor [Member]) at Oct. 31, 2018			$ 8	$ 18,724	$ 584	$ 26,704	$ 46,028
Balance at Oct. 31, 2018							46,020
Net loss | Predecessor [Member]						(22,575)	(22,575)
Net loss							(22,575)
Foreign currency translation adjustment | Predecessor [Member]					(674)		(674)
Balance (Predecessor [Member]) at Dec. 05, 2018			8	18,751	(90)	4,129	22,798
Balance at Dec. 05, 2018		$ 1		12,433		(7,434)	5,000
Stock-based compensation | Predecessor [Member]				27			27
Redemption of Class A shares				(12,433)		(3,577)	(16,010)
Issuance of Class A common stock	1			96,900			96,901
Rollover of acquiree Class A common stock to Class A common stock as a result of the Business Combination	1			164,908			164,909
Conversion of Class B common stock to Class A common stock as a result of the Business Combination	1	(1)
Net loss						(3,630)	(3,630)
Foreign currency translation adjustment					(557)		(557)
Balance at Jan. 31, 2019	$ 3			$ 261,808	$ (557)	$ (14,641)	$ 246,613

XML

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	1 Months Ended	2 Months Ended	3 Months Ended
	Dec. 05, 2018	Jan. 31, 2019	Jan. 31, 2018
Net income (loss)	$ (22,575)	$ (3,630)	$ 17,558
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		3,503
Deferred income taxes		(1,156)
Amortization of deferred financing costs		496
Write off deferred debt issuance costs
Prepayment penalty on early extinguishment of debt	13,000
Amortization of debt premium
Amortization of intangible assets	700	4,871	1,900
Stock-based compensation expense
(Gain) on the sale of property, plant and equipment		(305)
Net changes in operating assets and liabilities (net of acquisitions):
Trade receivables, net		4,648
Inventory		172
Prepaid expenses and other current assets		(2,585)
Income taxes payable, net		(210)
Accounts payable		(9,107)
Accrued payroll, accrued expenses and other current liabilities		(9,646)
Net cash (used in) provided by operating activities		(12,949)
Cash flows from investing activities:
Purchases of property, plant and equipment		(11,243)
Proceeds from sale of property, plant and equipment		598
Cash withdrawn from Industrea trust account		238,474
Acquisition of net assets, net of cash acquired		(445,386)
Net cash (used in) investing activities		(217,557)
Cash flows from financing activities:
Proceeds on long term debt		357,000
Proceeds on revolving loan		17,267
Payments on revolving loan
Redemptions of common shares		(231,415)
Payment of debt issuance costs		(20,863)
Payments on capital lease obligations		(14)
Issuance of preferred shares		25,000
Payments for underwriting fees		(8,050)
Issuance of common shares		96,900
Net cash provided by (used in) financing activities		235,825
Effect of foreign currency exchange rate on cash		(556)
Net increase (decrease) in cash		4,763
Beginning of period		4
End of period	4	4,767
Supplemental cash flow information:
Cash paid for interest		849
Cash (refunded) for income taxes		(83)
Fair value of rollover equity for Business Combination		164,908
Equipment purchases included in accrued expenses		1,415
Predecessor [Member]
Net income (loss)	(22,575)		17,558
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	2,060		4,048
Deferred income taxes	(4,355)		(13,757)
Amortization of deferred financing costs	152		405
Write off deferred debt issuance costs	3,390
Prepayment penalty on early extinguishment of debt	13,004
Amortization of debt premium	(11)		4
Amortization of intangible assets	653		1,902
Stock-based compensation expense	27		94
(Gain) on the sale of property, plant and equipment	(166)		(401)
Net changes in operating assets and liabilities (net of acquisitions):
Trade receivables, net	485		3,608
Inventory	(294)		(445)
Prepaid expenses and other current assets	(1,283)		(2,358)
Income taxes payable, net	203		226
Accounts payable	(654)		(2,752)
Accrued payroll, accrued expenses and other current liabilities	17,280		(524)
Net cash (used in) provided by operating activities	7,916		7,608
Cash flows from investing activities:
Purchases of property, plant and equipment	(503)		(7,460)
Proceeds from sale of property, plant and equipment	364		487
Cash withdrawn from Industrea trust account
Acquisition of net assets, net of cash acquired
Net cash (used in) investing activities	(139)		(6,973)
Cash flows from financing activities:
Proceeds on long term debt
Proceeds on revolving loan	4,693		52,343
Payments on revolving loan	(20,056)		(55,068)
Redemptions of common shares
Payment of debt issuance costs
Payments on capital lease obligations	(7)		(42)
Issuance of preferred shares
Payments for underwriting fees
Issuance of common shares
Net cash provided by (used in) financing activities	(15,370)		(2,767)
Effect of foreign currency exchange rate on cash	(70)		2,927
Net increase (decrease) in cash	(7,663)		795
Beginning of period	8,621	$ 958	6,925
End of period	958		7,720
Supplemental cash flow information:
Cash paid for interest	201		726
Cash (refunded) for income taxes			(553)
Fair value of rollover equity for Business Combination
Equipment purchases included in accrued expenses			$ 479

XML

Note 1 - Organization and Description of Business

3 Months Ended

Jan. 31, 2019

Notes to Financial Statements

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

Note

1.

Organization and Description of Business

Organization

Concrete Pumping Holdings, Inc. (the “Company” or “Successor”) is a Delaware corporation headquartered in Denver, Colorado. The Consolidated Financial Statements include the accounts of Concrete Pumping Holdings, Inc. and its wholly owned subsidiaries including Brundage-Bone Concrete Pumping Holdings (“Brundage-Bone”), Eco-Pan, Inc. (“Eco-Pan”), and Camfaud Group Limited (“Camfaud”).

On

December 6, 2018,

the Company, formerly known as Concrete Pumping Holdings Acquisition Corp., consummated the previously announced business combination transaction (the “Business Combination”) pursuant to which it acquired (i) the private operating company formerly called Concrete Pumping Holdings, Inc. (“CPH”) and (ii) the former special purpose acquisition company called Industrea Acquisition Corp (“Industrea”). In connection with the closing of the Business Combination, the Company changed its name to Concrete Pumping Holdings, Inc.  The financial results described herein for the dates and periods prior to the Business Combination relate to the operations of CPH prior to the consummation of the Business Combination. See Note

4

– Business Combination for further discussion.

Nature of business

Brundage-Bone and Camfaud are concrete pumping service providers in the United States and United Kingdom (“U.K.”), respectively. Their core business is the provision of concrete pumping services to general contractors and concrete finishing companies in the commercial, infrastructure and residential sectors. Most often equipment returns to a “home base” nightly and neither company contracts to purchase, mix, or deliver concrete. Brundage-Bone has

80

branch locations across

22

states. Camfaud has

28

branch locations throughout the U.K., with its corporate headquarters in Epping (near London), England.

Eco-Pan provides industrial cleanup and containment services, primarily to customers in the construction industry. Eco-Pan uses containment pans specifically designed to hold waste products from concrete and other industrial cleanup operations. Eco-Pan has

14

operating locations across the United States with its corporate headquarters in Denver, Colorado.

XML

Note 2 - Summary of Significant Accounting Policies

3 Months Ended

Jan. 31, 2019

Notes to Financial Statements

Significant Accounting Policies [Text Block]

Note

2.

Summary of Significant Accounting Policies

Basis of presentation

The accompanying Unaudited Consolidated Financial Statements have been prepared, without audit, in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do

not

include all information and footnotes required by U.S. GAAP for complete financial statements. These statements reflect all normal and recurring adjustments which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows of the Company at

January 31, 2019

and for all periods presented. 

As a result of the Business Combination, the Company is the acquirer for accounting purposes and CPH is the acquiree and accounting predecessor. The Company’s financial statement presentation distinguishes the Company’s presentations into

two

distinct periods, the period up to the Closing Date (labeled “Predecessor”) and the period including and after that date (labeled “Successor”).

The merger was accounted for as a business combination using the acquisition method of accounting, and the Successor financial statements reflect a new basis of accounting that is based on the fair value of the net assets acquired.

Determining the fair value of certain assets and liabilities assumed is judgmental in nature and often involves the use of significant estimates and assumptions. See Note

4

 – Business Combination for a discussion of the estimated fair values of assets and liabilities recorded in connection with the Company’s acquisition of CPH.

As a result of the application of the acquisition method of accounting as of the effective time of the Business Combination, the accompanying Consolidated Financial Statements include a black line division which indicates that the Predecessor and Successor reporting entities shown are presented on a different basis and are therefore,

not

comparable. These statements should be read in conjunction with the Predecessor’s Consolidated Financial Statements and Notes thereto as of

October 31, 2018

and

2017,

and for the years ended

October 31, 2018,

2017

and

2016,

included as exhibit

99.3

in the Company’s Form

8

-K/A (Amendment

No.1

) filed with SEC on

January 29, 2019.

The historical financial information of Industrea prior to the Business Combination (a special purpose acquisition company, or SPAC) has

not

been reflected in the Predecessor financial statements as these historical amounts have been determined to be

not

useful information to a user of the financial statements. SPACs deposit the proceeds from their initial public offerings into a segregated trust account until a business combination occurs, where such funds are then used to either pay consideration for the acquiree or stockholders who elect to redeem their shares of common stock in connection with the business combination. SPACs will operate until the closing of a business combination, and the SPAC operations until the closing of a business combination, other than income from the trust account investments and transaction expenses, are nominal. Accordingly,

no

other activity in the Company was reported for periods prior to

December 6, 2018

besides CPH’s operations as Predecessor.

Emerging Growth Company

Section

102

(b)(

1

) of the Jumpstart Our Business Startups Act of

2012

(the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those companies that are

not

subject to the reporting requirements under the Securities Exchange Act of

1934,

as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected

not

to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This

may

make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Principles of consolidation

The Successor Consolidated Financial Statements include all amounts of the Successor and its subsidiaries. The Predecessor Consolidated Financial Statements include all amounts of CPH and its subsidiaries. All intercompany balances and transactions have been eliminated.

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Significant estimates include accrued sales and use taxes, the liability for incurred but unreported claims under various partially self-insured polices, allowance for doubtful accounts, goodwill impairment analysis, valuation of share based compensation and accounting for business combinations. Actual results

may

differ from those estimates, and such differences

may

be material to the Company’s consolidated financial statements.

Trade

receivables

Trade receivables are carried at the original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts. Generally, the Company does

not

require collateral for their accounts receivable; however, the Company

may

file statutory liens or take other appropriate legal action when necessary on construction projects when problems arise. A trade receivable is considered to be past due if any portion of the receivable balance is outstanding for more than

30

days. The Company does

not

charge interest on past-due trade receivables.

Management determines the allowance for doubtful accounts by identifying troubled accounts and by using historical experience applied to an aging of accounts. As of

January 31, 2019

and

October 31, 2018,

the allowance for doubtful accounts was

$0.0

million and

$0.7

million, respectively. Trade receivables are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received. The decline in our allowance for doubtful accounts from

October 31, 2018

to

January 31, 2019

was driven by the Business Combination, as the Company had to fair value its trade receivables as of

December 6, 2018,

resetting the cost basis in its trade receivables. As such, the value of accounts receivable, net of any allowance for doubtful accounts, became the fair value as of the acquisition date.

Inventory

Inventory consists primarily of replacement parts for concrete pumping equipment. Inventories are stated at the lower of cost (

first

-in,

first

-out method) or market. The Company evaluates inventory and records an allowance for obsolete and slow-moving inventory to account for cost adjustments to market. Based on management’s analysis,

no

allowance for obsolete and slow-moving inventory was required as of

January 31, 2019

and

October 31, 2018.

Fair Value Measur

ements

The Financial Accounting Standard Board’s (FASB’s) standard on fair value measurements establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

This standard establishes

three

levels of inputs that

may

be used to measure fair value:

Level

1

– Quoted prices in active markets for identical assets or liabilities.

Level

2

– Observable inputs other than Level

1

prices such as quoted prices for similar assets or liabilities.

Level

3

– Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

Deferred financing costs

Deferred financing costs representing

third

-party, non-lender debt issuance costs are deferred and amortized using the effective interest rate method over the term of the related long-term-debt agreement, and the straight-line method for the revolving credit agreement.

Debt issuance costs related to term loans are reflected as a direct deduction from the carrying amount of the Long-Term debt liability. Debt issuance costs related to revolving credit facilities are capitalized and reflected as an Other Asset.

Goodwill

The Company accounts for goodwill under Accounting Standards Codification (“ASC”)

350,

Intangibles—Goodwill and Other (“ASC

350”

). The Company’s goodwill is the direct result of business combinations, is recorded using the acquisition method of accounting, and is

not

amortized, but is expected to be deductible for tax purposes. The Company tests its recorded goodwill for impairment on an annual basis on

August 31,

or more often if indicators of potential impairment exist, by determining if the carrying value of each reporting unit exceeds its estimated fair value. The Company has the option to

first

assess qualitative factors to determine whether or

not

it is more than likely that the fair value of the reporting unit is less than the carrying value. If the result of a qualitative test indicates it is more likely than

not

that the fair value of a reporting unit is less than the carrying value, a quantitative test is performed. As further detailed in “Newly adopted accounting pronouncements” below, the Company adopted Accounting Standards Update (“ASU”)

2017‑04,

Intangibles — Goodwill and Other (ASC

350

): Simplifying the Test for Goodwill Impairment

(“ASU

2017

-

04”

),  and accordingly, goodwill impairment is recognized in the amount that the carrying value of the reporting unit exceeds the fair value of the reporting unit,

not

to exceed the amount of goodwill allocated to the reporting unit, based on the results of the Step

1

analysis. Future impairment reviews

may

require write-downs in the Company’s goodwill and could have a material adverse impact on the Company’s operating results for the periods in which such write-downs occur.

Property, plant and equipment

Property, plant and equipment are recorded at cost less accumulated depreciation. Expenditures for additions and betterments are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred; however, maintenance and repairs that improve or extend the life of existing assets are capitalized. The carrying amount of assets disposed of and the related accumulated depreciation are eliminated from the accounts in the year of disposal. Gains or losses from property and equipment disposals are recognized in the year of disposal. Property, plant and equipment is depreciated using the straight line method over the following estimated useful lives:

	in years
Buildings and improvements	15	to	40
Capital lease assets—buildings		40
Furniture and office equipment	2	to	7
Machinery and equipment	3	to	25
Transportation and equipment	3	to	7

Capital lease assets are depreciated over the estimated useful life of the asset.

Intangible assets

Intangible assets are recorded at cost or their estimated fair value when acquired through a business combination.

Intangible assets with finite lives, except for customer relationships, are being amortized on a straight-line basis over their estimated useful lives. The customer relationships are being amortized on an accelerated basis over their estimated useful lives. Intangible assets with indefinite lives are

not

amortized but are subject to annual reviews for impairment.

Impairment of long-lived assets

ASC

360,

Property, Plant and Equipment

(ASC

360

) requires other long-lived assets to be evaluated for impairment when indicators of impairment are present. If indicators are present, assets are grouped to the lowest level for which identifiable cash flows are largely independent of other asset groups and cash flows are estimated for each asset group over the remaining estimated life of each asset group. If the undiscounted cash flows estimated to be generated by those assets are less than the asset’s carrying amount, impairment is recognized in the amount of excess of the carrying value over the fair value.

No

indicators of impairment were identified as of

January 31, 2019.

Revenue recognition

The Company generates revenues primarily from concrete pumping services in both the United States and the U.K. Additionally, revenues are generated from the Company’s waste management business which consists of service fees charged to customers for the delivery of our pans and containers and the disposal of the concrete waste material.

The Company recognizes revenue from these businesses when all of the following criteria are met: (a) persuasive evidence of an arrangement exists, (b) the service has been performed or delivery has occurred, (c) the price is fixed or determinable, and (d) collectability is reasonably assured. The Company’s delivery terms for replacement part sales are FOB shipping point.

The Company imposes and collects sales taxes concurrent with our revenue-producing transactions with customers and remit those taxes to the various governmental authorities as prescribed by the taxing jurisdictions in which we operate. We present such taxes in our consolidated statements of income on a net basis.

Stock-based compensation

The Company follows ASC

718,

Compensation—Stock Compensation

(“ASC

718”

), which requires the measurement and recognition of compensation expense, based on estimated fair values, for all share-based awards made to employees and directors. The value of the vested portion of the award is recognized as expense in the consolidated statements of income over the requisite service periods when applicable. Compensation expense for all share-based awards is recognized using the straight-line method. The Company will account for forfeitures as they occur in accordance with the early adoption of ASU

No.

2016

-

09,

Compensation—Stock Compensation (ASC

718

): Improvements to Employee Share-Based Payment Accounting

.

Foreign currency translation

The functional currency of Camfaud is the Pound Sterling (GBP). The assets and liabilities of the foreign subsidiaries are translated into US dollars using the period end exchange rates, and the consolidated statements of income are translated at the average rate for the period. The resulting translation adjustments are recorded as a component of comprehensive income on the consolidated statements of comprehensive income and accumulated in other comprehensive income. The functional currency of our other subsidiaries is the United States Dollar.

Income taxes

The Company complies with ASC

740,

Income Taxes

, which requires a liability approach to financial reporting for income taxes.

The Company computes deferred income tax assets and liabilities annually for differences between the financial statements and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. In assessing the realizability of deferred tax assets, management considers whether it is more likely than

not

that some portion or all of the deferred tax assets will

not

be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, carryback opportunities, and tax planning strategies in making the assessment. Income tax expense includes both the current income taxes payable or refundable and the change during the period in the deferred tax assets and liabilities. The tax benefit from an uncertain tax position is only recognized in the consolidated balance sheets if the tax position is more likely than

not

to be sustained upon an examination.

Camfaud files income tax returns in the U.K. Camfaud’s national statutes are generally open for

one

year following the statutory filing period.

Business combinations

The Company applies the principles provided in ASC

805,

Business Combinations

(“ASC

805”

), when a business is acquired. Tangible and intangible assets acquired and liabilities assumed are recorded at fair value and goodwill is recognized for any differences between the price of the acquisition and the fair value determination. The Company estimates all purchase costs and other related transactions on the acquisition date. Transaction costs for the acquisitions are expensed as incurred in accordance with ASC

805.

Seasonality

The Company’s sales are historically seasonal, with lower revenue in the

first

quarter and higher revenue in the

fourth

quarter of each year. Such seasonality also causes the Company’s working capital cash flow requirements to vary from quarter to quarter primarily depends on the variability of weather patterns with the Company generally having lower sales volume during the winter and spring months.

Vendor concentration

As of

January 31, 2019

and

October 31, 2018,

there were

three

significant vendors that the Company relies upon to purchase concrete pumping boom equipment. However, should the need arise, there are alternate vendors who can provide concrete pumping boom equipment.

Concentration of credit risk

Cash balances held at financial institutions

may,

at times, be in excess of federally insured limits. It is management’s belief that the Company places their temporary cash balances in high-credit quality financial institutions.

The Company’s customer base is dispersed across the United States and U.K. The Company performs ongoing evaluations of their customers’ financial condition and requires

no

collateral to support credit sales. During the predecessor and successor periods described above,

no

customer represented

10

 percent or more of sales or trade receivables.

XML

Note 3 - New Accounting Pronouncements

3 Months Ended

Jan. 31, 2019

Notes to Financial Statements

New Accounting Pronouncements and Changes in Accounting Principles [Text Block]

Note

3.

New Accounting Pronouncements

Recently issued accounting pronouncements

not

yet effective

In

May 2014,

the FASB issued ASU

No.

2014

-

09,

Revenue from Contracts with Customers (ASC

606

)

(“ASU

2014

-

09”

), which is a comprehensive new revenue recognition model.

Under ASU

2014

-

09,

a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services. ASU

2014

-

09

is effective for entities other than public business entities in annual reporting periods beginning after

December 15, 2018

and interim reporting periods within annual reporting periods beginning after

December 15, 2019

and is to be adopted using either a full retrospective or modified retrospective transition method. Early adoption is permitted. The Company expects to adopt the guidance under the modified retrospective approach on

November 1, 2019.

The Company is currently evaluating the impact of the pending adoption of the new standard on the consolidated financial statements.

In

January 2017,

the FASB issued ASU 

No.

2017

-

01,

Business Combinations (ASC

805

): Clarifying the Definition of a Business

(“ASU

2017

-

01”

), which provides guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU

2017

-

01

requires entities to use a screen test to determine when an integrated set of assets and activities is

not

a business or if the integrated set of assets and activities needs to be further evaluated against the framework. The new standard will be applied prospectively to any transactions occurring within the period of adoption and is effective for entities other than public business entities for fiscal years beginning after

December 15, 2018,

and interim periods within fiscal years beginning after

December 15, 2019.

Early adoption is permitted. The Company plans to adopt this standard for the year ending

October 31, 2020.

In

February 2016,

the FASB issued ASU

2016

-

02,

Leases (“ASU

2016

-

02”

), which is codified in ASC

842,

Leases

(“ASC

842”

) and supersedes current lease guidance in ASC

840,

Leases

. ASC

842

requires a lessee to recognize a right-of-use asset and a corresponding lease liability for substantially all leases. The lease liability will be equal to the present value of the remaining lease payments while the right-of-use asset will be similarly calculated and then adjusted for initial direct costs. In addition, ASC

842

expands the disclosure requirements to increase the transparency and comparability of the amount, timing and uncertainty of cash flows arising from leases. In

July 2018,

the FASB issued ASU

2018

-

11,

Leases ASC

8

42:

Targeted Improvements

, which allows entities to initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption consistent with preparers’ requests.

The new standard is effective for emerging growth companies for fiscal years beginning after

December 15, 2019,

and interim periods within fiscal years beginning after

December 15, 2020.

The Company will be adopting the new standard effective for the year ending

October 31, 2021.

The Company is currently evaluating the impact of the pending adoption of the new standard on the consolidated financial statements.

XML

Note 4 - Business Combinations

3 Months Ended

Jan. 31, 2019

Notes to Financial Statements

Business Combination Disclosure [Text Block]

Note

4

. Business Combinations

December 2018

acquisition of CPH

On

December 6, 2018,

the Company consummated the Business Combination. This acquisition qualifies as a business combination under ASC

805.

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

Note: Cash in table above is net of

$1.0

million in cash acquired

Identifiable intangible assets acquired consist of customer relationships of

$168.7

million and trade names of

$52.0

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

15

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

10

years. The Company determined the trade names associated with Brundage-Bone and Eco-Pan to be indefinite.

CPH incurred transaction costs of

$14.2

million and debt extinguishment costs of

$16.4

million independently prior to the Business Combination. Industrea incurred transaction costs of

$18.8

million independently prior to the Business Combination, i.e. before

December 5, 2018,

of which

$8.1

million was related to the payment of deferred underwriting commissions, and Industrea’s Pre-Business Combination financial results are

not

consolidated with the Predecessor (Note

2

), these costs are

not

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

not

include any future service requirements. As such, these costs will be presented “on the line” and are

not

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

not

recognized in the Statement of Operations of either the Predecessor or Successor as they are

not

directly attributable to either period but instead were contingent on the Business Combination.

In conjunction with the Business Combination, there were

$20.1

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

$0.6

million. These expenses were

not

reflected in either the Predecessor or Successor consolidated statements of operations and comprehensive income (loss) periods, but instead are presented “on the line.”

April 2018

acquisition of O’Brien (Predecessor)

In

April 2018,

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

805.

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

$1.1

million of which

$0.0

million was recognized in the Consolidated Statements of Income for the period

November 1, 2017

through

January 31, 2018 (

Predecessor) as the acquisition occurred after the aforementioned Predecessor period.

Unaudited Pro Forma Financial Information

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

November 1, 2017.

The unaudited pro forma financial information is presented for illustrative purposes only and is

not

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

November 1, 2017,

nor does it purport to project the results of operations of the combined company in future periods. The unaudited pro forma financial information does

not

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

XML

Note 5 - Fair Value Measurement

3 Months Ended

Jan. 31, 2019

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.

XML

Note 6 - Prepaid Expenses and Other Current Assets

3 Months Ended

Jan. 31, 2019

Notes to Financial Statements

Other Current Assets [Text Block]

Note

6

. Prepaid Expenses and Other Current Assets

The significant components of prepaid expenses and other current assets at

January 31, 2019

for the Successor and at

October 31, 2018

for the Predecessor are comprised of the following:

	Successor		Predecessor
	January 31,		October 31,
(in thousands)	2019		2018
Prepaid insurance	$	3,975	$	348
Prepaid licenses and deposits		649		236
Prepaid rent		370		326
Prepaid sponsor fees		280		667
Other prepaids		2,510		2,370
Total prepaid expenses and other current assets	$	7,784	$	3,947

XML

Note 7 - Property, Plant and Equipment

3 Months Ended

Jan. 31, 2019

Notes to Financial Statements

Property, Plant and Equipment Disclosure [Text Block]

Note

7.

Property, Plant and Equipment

The significant components of property, plant and equipment at

January 31, 2019

for the Successor and at

October 31, 2018

for the Predecessor are comprised of the following:

	Successor			Predecessor
	January 31,			October 31,
(in thousands)	2019			2018
Land, building and improvements	$	23,285		$	22,244
Capital leases—land and buildings		827			909
Machinery and equipment		205,797			237,094
Transportation equipment		1,080			3,297
Furniture and office equipment		654			1,486
		231,643			265,030
Less accumulated depreciation		(3,503	)		(63,115	)
Property, plant and equipment, net	$	228,140		$	201,915

Depreciation expense for the Successor period from

December 6, 2018

to

January 31, 2019

was

$3.5

million of which approximately all was included in cost of operations. Depreciation expense for the Predecessor periods from

November 1, 2018

to

December 5, 2018

and from

November 1, 2017

to

January 31, 2018

were

$2.1

million and

$4.0

million, respectively, of which approximately all was included in cost of operations. In conjunction with the Business Combination, the basis of all property, plant and equipment was reset at fair value with

no

accumulated depreciation as of

December 6, 2018.

As such, there is a significant decline in the accumulated depreciation from

October 1, 2018

to

January 31, 2019.

XML

Note 8 - Goodwill and Intangible Assets

3 Months Ended

Jan. 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 (Note

4

). The following table summarizes the composition of intangible assets at

January 31, 2019

for the Successor and at

October 31, 2018

for the Predecessor:

	Successor						Predecessor
	January 31,						October 31,
	2019						2018
	Gross				Net		Gross					Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated			Carrying
(in thousands)	Value		Amortization		Amount		Value		Amortization			Amount
Customer relationship	$	168,700	$	4,793	$	163,906	$	47,641	$	(23,093	)	$	24,548
Trade name		5,100		78		5,022		15,412		(3,540	)		11,872
Trade name (indefinite life)		46,900		-		46,900		-		-			-
Noncompete agreements		-		-		-		495		(486	)		9
	$	220,700	$	4,871	$	215,828	$	63,548	$	(27,119	)	$	36,429

Amortization expense recognized by the Company related to intangible assets for the period from

December 6, 2018

to

January 31, 2019 (

Successor) was

$4.9

million. Amortization expense recognized by the Predecessor for the period from

November 1, 2018

through

December 5, 2018

and

November 1, 2017

through

January 31, 2018 (

Predecessor) was

$0.7

million and

$1.9

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)
2019 (excluding the period from December 6, 2018 to January 31, 2019)	$	21,949
2020		26,685
2021		21,897
2022		17,719
2023		14,172
Thereafter		66,506
	$	168,928

XML

Note 9 - Long Term Debt and Revolving Lines of Credit

3 Months Ended

Jan. 31, 2019

Notes to Financial Statements

Debt Disclosure [Text Block]

Note

9.

Long Term Debt and Revolving Lines of Credit

Successor

As part of the Business Combination, the Predecessor’s Revolver, U.K. Revolver, Senior secured notes, and Seller notes (see Predecessor section below for a discussion of these agreements) were all extinguished and the Company entered into (i) a Term Loan Agreement, dated

December 6, 2018,

among the Company, certain subsidiaries of the Company, Credit Suisse AG, Cayman Islands Branch as administrative agent and Credit Suisse Loan Funding LLC, Jefferies Finance LLC and Stifel Nicolaus & Company Incorporated LLC as joint lead arrangers and joint bookrunners and (the “Term Loan Agreement”) (ii) a Credit Agreement, dated

December 6, 2018,

among the Company, certain subsidiaries of the Company, Wells Fargo Bank, National Association, as agent, sole lead arranger and sole bookrunner, and the other parties thereto (“ABL Credit Agreement”). Summarized terms of those debt agreements are included below.

Term Loan Agreement

Summarized terms of the Term Loan Agreement are as follows:

● Provides for an aggregate principal amount of $357.0 million;

● The initial term loans advanced will mature and be due and payable in full seven years after the Closing Date, with principal amortization payments in an annual amount equal to 5.00% of the original principal amount;

● Interest on borrowings under the Term Loan Agreement, will bear interest at either ( 1 ) an adjusted LIBOR rate or ( 2 ) an alternate base rate, plus an applicable margin of 6.00% or 5.00%, respectively;

● The Term Loan Agreement is secured by (i) a first priority perfected lien on substantially all of the assets of the Company and certain of its subsidiaries that are loan parties thereunder to the extent not constituting ABL Credit Agreement priority collateral and (ii) a second priority perfected lien on substantially all ABL Credit Agreement priority collateral, in each case subject to customary exceptions and limitations;

● The Term Loan Agreement includes certain non-financial covenants.

The outstanding balance under the Term Loan Agreement as of

January 31, 2019

was

$357.0

million. The Company’s interest on borrowings under the Term Loan Agreement bear interest using the London Inter-bank Offered Rate (LIBOR) as the base rate plus an applicable margin in line with the summarized terms of the Term Loan Agreement as described above.

Future maturities of the Term Loan are as follows:

Years ended October 31:
(in thousands)
2019	$	17,850
2020		17,850
2021		17,850
2022		17,850
2023		17,850
Thereafter		248,579
	$	337,829

Asset Based Revolving Lending Credit Agreement

Summarized terms of the ABL Credit Agreement are as follows:

● Borrowing availability in US Dollars and GBP up to a maximum of $60.0 million;

● Borrowing capacity available for standby letters of credit of up to $7.5 million and for swingline loan borrowings of up to $7.5 million. Any issuance of letters of credit or making of a swingline loan will reduce the amount available under the ABL Facility;

● All loans advanced will mature and be due and payable in full five years after the Closing Date;

● Amounts borrowed may be repaid at any time, subject to the terms and conditions of the agreement;

● Interest on borrowings in US Dollars and GBP under the ABL Credit Agreement, , will bear interest at either ( 1 ) an adjusted LIBOR rate or ( 2 ) a base rate, in each case plus an applicable margin currently set at 2.25% and 1.25%, respectively. The ABL Credit Agreement is subject to two step-downs of 0.25% and 0.50% based on excess availability levels;

● U.S. ABL Credit Agreement obligations will be secured by (i) a perfected first priority security interest in substantially all personal property of the Company and certain of its subsidiaries that are loan parties thereunder consisting of all accounts receivable, inventory, cash, intercompany notes, books and records, chattel paper, deposit, securities and operating accounts and all other working capital assets and all documents, instruments and general intangibles related to the foregoing (the “U.S. ABL Priority Collateral”) and (ii) a perfected second priority security interest in substantially all Term Loan Agreement priority collateral, in each case subject to customary exceptions and limitations;

● U.K. ABL Credit Agreement obligations will be secured by (i) a perfected first -priority security interest in (A) the U.S. ABL Priority Collateral, (B) all of the stock (or other ownership interests) in, and held by, the U.K. borrower subsidiaries of the Company, and (C) all of the current and future assets and property of the U.K subsidiaries of the Company that are loan parties thereunder, including a first -ranking floating charge over all current and future assets and property of each U.K. subsidiary of the Company that is a loan party thereunder; and (ii) a perfected, second -priority security interest in substantially all Term Loan Agreement priority collateral, in each case subject to customary exceptions and limitations; and

● The ABL Credit Agreement also includes (i) a springing financial covenant based on excess availability levels that the Company must comply with on a quarterly basis during required compliance periods and (ii) certain non-financial covenants.;

● The Company has complied with the covenants associated with the ABL Credit Agreement

The outstanding balance under the ABL Credit Agreement as of

January 31, 2019

was

$17.3

million.

Predecessor

Revolving line of credit

The Predecessor had a revolving loan agreement (the Revolver). Summarized terms of the agreement were as follows:

● Maximum borrowing capacity of $65.0 million with a maturity date of September 8, 2022;

● Borrowings bear interest at the LIBOR rate plus an applicable margin that resets quarterly and is (a) 2.00%, (b) 2.25% or (c) 2.50% if the quarterly average excess availability is (a) at least 66.67%, (b) less than 66.67% and at least 33.33% and (c) less than 33.33%, respectively;

● Interest is due monthly and the outstanding principal balance was due upon maturity;

● On October 2, 2017, $35.0 million of the Revolver balance was transferred to a 3 -month line of credit with a separate LIBOR interest rate; and

● Required Predecessor to maintain a maximum ratio of total fixed charges.

As of

October 31, 2018,

the outstanding balance of the Revolver was

$48.7

million and the Predecessor was in compliance with the financial covenant.

U.K. Revolver

The Predecessor had a revolving loan agreement (the “U.K. Revolver”) associated with the acquisition of Camfaud in

November 2016.

The U.K. Revolver had a maximum borrowing capacity of approximately

$28.0

million and bore interest at LIBOR plus

2.00%.

The U.K. Revolver required the Predecessor maintain a maximum ratio of total fixed charges.

As of

October 31, 2018,

the outstanding balance of the U.K. Revolver was

$14.3

million and the Predecessor was in compliance with the financial covenant.

Senior secured notes

In

August 2014,

the Predecessor issued

$140.0

million in senior secured notes through a high-yield bond offering under SEC Rule

144A

(“Senior Notes”). In

November 2016,

the Predecessor issued additional senior secured notes of

$40.0

million as an incremental borrowing with the same terms and form as the original Senior Notes.

Summarized terms of the Senior Notes were as follows:

● Maturity date on September 1, 2021. Principal due upon maturity.

● Interest rate of 10.375% per annum, payments due every March 1 and September 1 commencing March 1, 2015

● The Senior Notes were secured by substantially all assets of the Company and contain various non-financial covenants.

Over the period of

January 2016

through

September 2017,

the Predecessor repurchased and retired approximately

$26.0

million, in the aggregate, of principal of the Senior Notes.

In

September 2017,

the Predecessor completed an exchange of substantially all outstanding existing Senior Notes for newly issued senior secured notes (“New Senior Notes”). Terms of the New Senior Notes were identical to the Senior Notes except that the maturity date was extended to

September 1, 2023.

In conjunction with the acquisition of the O’Brien Companies (Note

4

) in

April 2018,

the Predecessor issued additional New Senior Notes with a principal amount of

$15.0

million at a

104

percent premium for a total purchase price of

$15.6

million. The

$0.6

million has been recorded by the Company as a debt premium and will be amortized over the life of the New Senior Notes using the effective interest method.

The outstanding balance of the original Senior Notes outstanding as of

October 31, 2018

was

nil.

The outstanding balance of the New Senior Notes as of

October 31, 2018

was

$167.6

million.

Seller notes

In connection with the acquisitions of the Camfaud and Reilly in

November 2016

and

July 2017,

respectively, the Predecessor entered into separate loan agreements with the former owners of the Camfaud and Reilly for

$6.2

million and

$1.9

million, respectively (collectively, the “Seller Notes”). The Seller Note with respect to Camfaud bore interest at

5.0%

per annum and all principal plus accrued interest was due upon the earlier of; (

1

)

6

months after the U.K. Revolver is repaid in full, (

2

)

42

months after the acquisition date (

May 2020)

or (

3

) the date on which the Predecessor suffers an insolvency event. The Seller Note with respect to Reilly bore interest at

5.0%

per annum and all principal plus accrued interest are due

three

years after the acquisition date (

July 2020).

The Seller Notes were unsecured.

In connection with the Business Combination, the Company repaid its existing credit facilities in full and replaced them with the Term Loan Agreement and the ABL Credit Agreement. The Company also incurred an aggregate of

$13.0

million of costs related to the extinguishment of its existing debts, including the write-off of unamortized borrowing costs and an early extinguishment fee paid to its lenders. The amount has been reflected in the as debt extinguishment costs in the Predecessor’s consolidated statement of income for the period ended

December 5, 2018.

The table below is a summary of the composition of the Company’s long-term debt balances at

January 31, 2019

for the Successor and at

October 31, 2018

for the Predecessor. Note that the term loan is combined for short term and long term balances.

	Successor			Predecessor
	January 31,			October 31,
(in thousands)	2019			2018
Term loan	$	357,000		$	-
Senior secured notes		-			167,553
Seller notes		-			8,292
		357,000			175,845
Plus unamortized premium on debt		-			540
Less unamortized deferred financing costs		(19,171	)		(2,915	)
Total long term debt	$	337,829		$	173,470

XML

Note 10 - Accrued Payroll and Payroll Expenses

3 Months Ended

Jan. 31, 2019

Notes to Financial Statements

Accrued Payroll and Payroll Expenses [Text Block]

N

ote

10

. Accrued Payroll and Payroll Expenses

The following table summarizes accrued payroll and expenses at

January 31, 2019

for the Successor and at

October 31, 2018

for the Predecessor:

	Successor		Predecessor
	January 31,		October 31,
(in thousands)	2019		2018
Accrued vacation	$	3,264	$	3,482
Accrued bonus		1,145		1,766
Other accrued		975		1,457
Total accrued payroll and payroll expenses	$	5,384	$	6,705

XML

Note 11 - Accrued Expenses and Other Current Liabilities

3 Months Ended

Jan. 31, 2019

Notes to Financial Statements

Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block]

Note

11.

Accrued Expenses and Other Current Liabilities

The following table summarizes accrued expenses and other current liabilities at

January 31, 2019

for the Successor and at

October 31, 2018

for the Predecessor: 

	Successor		Predecessor
	January 31,		October 31,
(in thousands)	2019		2018
Accrued insurance	$	5,350	$	4,743
Accrued interest		5,068		3,092
Accrued equipment purchases		1,415		-
Accrued sales and use tax		4,094		4,145
Accrued property taxes		426		865
Accrued professional fees		497		3,579
Other		1,197		2,406
Total accrued expenses and other liabilities	$	18,047	$	18,830

XML

Note 12 - Income Taxes

3 Months Ended

Jan. 31, 2019

Notes to Financial Statements

Income Tax Disclosure [Text Block]

Note

12.

Income Taxes

In

December 2017,

the Tax Cuts and Jobs Act (the

“2017

Tax Act”) was enacted. The

2017

Tax Act significantly revised the U.S. corporate income tax regime by, among other things, the following items:

● Lowering the U.S. corporate tax rate from 35% to 21% effective January 1, 2018. In accordance with Staff Accounting Bulletin No. 118, which provides SEC staff guidance for the application of ASC Topic 740, the Predecessor recognized the income tax effects of the 2017 Tax Act in its financial statements in the period the 2017 Tax Act was signed into law;

● Provides for a 100 percent deduction for foreign-source portion of dividends received from specified 10 percent owned foreign corporations by U.S. corporate shareholders. The deduction is unavailable for hybrid dividends;

● Creates a requirement that certain income earned by controlled foreign corporations (“CFCs”) must be included currently in the gross income of the CFC's U.S. shareholder; and

● The Global Intangible Low Tax Income (“GILTI”) provisions are effective for tax years beginning on or after January 1, 2018. In FASB staff Q&A Topic 740, No. 5, Accounting for Global Intangible Low-Taxed Income, the FASB staff noted that ASC 740 was not clear with respect to the appropriate accounting for GILTI, and accordingly, an entity may either: ( 1 ) elect to treat taxes on GILTI as period costs similar to special deductions, or ( 2 ) recognize deferred tax assets and liabilities when basis differences exist that are expected to affect the amount of GILTI inclusion upon reversal (the deferred method). The Company has not yet adopted an accounting policy related to GILTI

For the Successor period from

December 6, 2018

to

January 31, 2019,

the Company recorded an income tax benefit of

$2.8

million, resulting in a

43.2%

effective tax rate. For the Predecessor period from

November 1, 2018

to

December 5, 2018,

the Company recorded an income tax benefit of

$4.2

million, resulting in an effective tax rate of

15.7%.

For the Predecessor period from

November 1, 2017

to

January 31, 2018,

the Company recorded an income tax benefit of

$13.5

million. The effective tax rate for the Predecessor period from

November 1, 2017

to

January 31, 2018

was

not

meaningful.

The year-over-year decrease in our effective tax rate when comparing the Predecessor period of

November 1, 2017

to

January 31, 2018

to both the Successor period from

December 6, 2018

to

January 31, 2019

and the Predecessor period from

November 1, 2018

to

December 5, 2018,

was impacted by the following items:

( 1 )	The net impact from the enactment of the 2017 Tax Act, which reduced the U.S. federal corporate income tax rate from 35% to 21%;
( 2 )	The Predecessor recording a tax benefit of $13.5 million for the period ended January 31, 2018 related to the re-measurement of deferred tax assets and liabilities to reflect the reduction in the U.S. corporate income tax rate from 35% to 21% percent;
( 3 )	The Predecessor recording a provisional tax expense of $0.5 million for the period ended January 31, 2018 related to the deemed repatriation of earnings from its foreign subsidiaries;
( 4 )	The Predecessor recording a provisional tax benefit of $0.8 million for the period ended January 31, 2018 related to the reduction of the deferred tax liability on unrepatriated foreign earnings due to the 100 percent dividends received deduction;
( 5 )	The Predecessor recording tax expense of $1.4 million for the period ended December 5, 2018 related to nondeductible transaction related costs; and
( 6 )	The Successor including $0.7 million of tax expense in the estimated annual effective rate for the period ended January 31, 2019 related to GILTI.

At

January 31, 2019

and

October 31, 2018,

we had deferred tax liabilities, net of deferred tax assets, of

$76.5

million and

$39.0

million, respectively. The increase in our net deferred tax liability is primarily due to deferred tax liabilities recorded in purchase accounting related to the fair value adjustments to fixed assets and other identifiable intangible assets.  The valuation allowances were related to foreign tax credit carryforwards where realization is more uncertain at this time due to the limited carryforward periods that exist.

The Company has

no

liability for uncertain tax positions at

January 31, 2019

and

October 31, 2018.

XML

Note 13 - Commitments and Contingencies

3 Months Ended

Jan. 31, 2019

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

Note

13.

Commitments and Contingencies

Successor

Self-insurance

The Company’s automobile, general and workmen’s compensation insurance is partially self-insured. The general liability deductible was

$100,000

per claim as of

January 31, 2019

and

October 31, 2018.

The workmen’s compensation and automobile policies are fully-insured. The Successor and Predecessor had accrued

$4.9

million and

$3.2

million, as of

January 31, 2019

and

October 31, 2018,

respectively, for claims incurred but

not

reported and estimated losses reported, which is included in accrued expenses and other current liabilities in the accompanying consolidated balance sheets.

The Company offers employee health benefits via a partially self-insured medical benefit plan. Participant claims exceeding certain limits are covered by a stop-loss insurance policy. The Company contracts with a

third

party administrator to process claims, remit benefits, etc. The

third

party administrator requires the Company to maintain a bank account to facilitate the administration of claims. The account balance was

$0.3

million and

$0.3

million, as of

January 31, 2019

and

October 31, 2018,

respectively, and is included in cash and cash equivalents in the accompanying consolidated balance sheets.

Management has accrued

$1.5

million and

$1.0

million, as of

January 31, 2019

and

October 31, 2018,

respectively, for health claims incurred but

not

reported based on historical claims amounts and average lag time, which is included in accrued expenses and other current liabilities in the accompanying consolidated balance sheets.

Litigation

The Company is currently involved in certain legal proceedings and other disputes with

third

parties that have arisen in the ordinary course of business. Management believes that the outcomes of these matters will

not

have a material impact on the Company’s financial statements and does

not

believe that any amounts need to be recorded for contingent liabilities in the Company’s consolidated balance sheets.

Letters of credi

t

The ABL Credit Agreement provides for up to

$7.5

million of standby letters of credit. As of

January 31, 2019,

total outstanding letters of credit totaled

$1.3

million, the vast majority of which had been committed to the Company’s general liability insurance provider. 

XML

Note 14 - Stockholders' Equity

3 Months Ended

Jan. 31, 2019

Notes to Financial Statements

Stockholders' Equity Note Disclosure [Text Block]

Note

1

4

. Stockholders’ Equity

In conjunction with the Business Combination, all common and preferred shares that were in existence for the Predecessor were settled and

no

longer outstanding subsequent to

December 5, 2018.

Successor

The Company’s amended and restated certificate of incorporation authorizes the issuance of

500,000,000

shares of common stock, par value

$0.0001,

and

10,000,000

shares of preferred stock, par value

$0.0001.

 Immediately following of the Business Combination, there were:

• 28,847,707 shares of common stock issued and outstanding;

• 34,100,000 warrants outstanding, each exercisable for one share of common stock at an exercise price of $11.50  per share; and

• 2,450,980 shares of zero -dividend convertible perpetual preferred stock (“Series A Preferred Stock”) outstanding, as further discussed below

The Company’s Series A Preferred Stock does

not

pay dividends and will be convertible into shares of the Company’s common stock at a

1:1

ratio (subject to customary adjustments) at any time following

June 6, 2019.

The Company has the right to elect to redeem all or a portion of the Series A Preferred Stock at its election after

December 6, 2022

for cash at a redemption price equal to the amount of the principal investment plus an additional cumulative amount that will accrue at an annual rate of

7.0%

thereon. In addition, if the volume weighted average price of shares of the Company’s common stock equals or exceeds

$13.00

for

30

consecutive days, then the Company will have the right to require the holder of the Series A Preferred Stock to convert its Series A Preferred Stock into Company common stock, at a ratio of

1:1

(subject to customary adjustments).

The Company applies the accounting standards for distinguishing liabilities from equity when determining the classification and measurement of its preferred stock. Conditionally redeemable preferred shares (including preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events

not

solely within the Predecessor’s control) are classified as temporary equity. The Company has performed an analysis of the redemption features contained within the preferred stock and has determined that embedded features other than the change in control feature identified and evaluated have been determined to be solely within the control of the issuer. ASR

268

requires equity instruments with redemption features that are

not

solely within the control of the issuer to be classified outside of permanent equity, often referred to as classification in “temporary equity”. The Company has presented such amounts outside of temporary equity commensurate with the aforementioned guidance.

Predecessor

Pursuant to the Predecessor’s articles of incorporation, as amended, the Predecessor was authorized to issue

15,000,000

shares of

$0.001

par value common stock and

2,423,711

shares of

$0.001

par value preferred stock.

As of

October 31, 2018,

the Predecessor had

7,576,289

shares of common stock issued and outstanding and

2,342,264

preferred shares issued and outstanding. The preferred shares had a liquidation preference of

$11.2

million.

XML

Note 15 - Stock-based Compensation

3 Months Ended

Jan. 31, 2019

Notes to Financial Statements

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

Note

15.

Stock-Based Compensation

Predecessor

The Predecessor accounted for share-based awards in accordance with ASC Topic

718

Compensation–Stock Compensation

(“ASC

718”

), which requires the fair value of stock-based compensation awards to be amortized as an expense over the vesting period. Stock-based compensation awards are valued at fair value on the date of grant. As a result of the Business Combination, all unvested awards were immediately vested, resulting in an amount of

$0.6

million of stock-based compensation expense presented “on the line” (see Business Combination footnote). Stock-based compensation for the Predecessor period from

November 1, 2018

to

December 5, 2018

totaled

$0.1

million, and has been included in general and administrative expenses on the accompanying consolidated statements of income. 

Successor

The Company rolled forward certain vested options from the Predecessor to

2,783,479

equivalent vested options in the Successor.

No

incremental compensation costs were recognized on conversion as the fair value of the options issued were equivalent to the fair value of the vested options of the Predecessor. As of

January 31, 2019,

no

share-based awards have been granted by the Successor and therefore,

no

expense has been recorded.

XML

Note 16 - Earnings Per Share

3 Months Ended

Jan. 31, 2019

Notes to Financial Statements

Earnings Per Share [Text Block]

Note

16.

Earnings Per Share

Successor

The Company calculates earnings per share in accordance with ASC

260,

Earnings Per Share

. The

two

-class method of computing earnings per share is required for entities that have participating securities. The

two

-class method is an earnings allocation formula that determines earnings per share for participating securities according to dividends declared (or accumulated) and participation rights in undistributed earnings. The Company has

two

classes of stock: (

1

) Common Stock and (

2

) Series A Preferred Stock.

Basic earnings (loss) per common share is calculated by dividing net income (loss) attributable to common shareholders by the weighted average number of outstanding shares of Common Stock during the period. Net income (loss) attributable to common shareholders is calculated by taking the net income (loss) for the period, less both the dividends declared in the period on preferred stock (whether or

not

paid) and the dividends accumulated for the period on cumulative preferred stock (whether or

not

earned) for the period.

Diluted earnings (loss) per common share is computed using the weighted average number of outstanding shares of Common Stock and, when dilutive, potential outstanding shares of Common Stock during the period. Diluted earnings (loss) per common share reflects the potential dilution that could occur assuming common shares were issued upon the exercise of outstanding in the money warrants and the proceeds thereof were used to purchase common shares at the average market price during the period. Common stock equivalents are

not

included in the diluted earnings (loss) per common share calculation when their effect is antidilutive. The Company uses the treasury stock method to calculate potentially dilutive shares, as if they were converted into common stock at the beginning of the period. At

January 31, 2019 (

Successor), the Company had outstanding warrants to purchase

34,100,000

shares of common stock,

2,783,479

outstanding stock options and

2,450,980

shares of Series A Preferred Stock, all of which could potentially be dilutive. For all periods presented, the weighted-average dilutive impact, if any, of these shares was excluded from the calculation of diluted earnings (loss) per common share because their inclusion would have been anti-dilutive. As a result, dilutive earnings (loss) per share is equal to basic earnings (loss) per share.

The table below shows our basic and diluted EPS calculations for the period from

December 6, 2018

through

January 31, 2019 (

Successor):

	Successor
(in thousands, except share and per share amounts)	December 6, 2018 through January 31, 2019
Net loss (numerator):
Net loss attributable to Concrete Pumping Holdings, Inc.	$	(3,630	)
Less: Preferred stock - cumulative dividends		(269	)
Net loss available to common shareholders	$	(3,899	)
Weighted average shares (denominator):
Weighted average shares - basic		28,847,707
Weighted average shares - diluted		28,847,707
Basic loss per share	$	(0.14	)
Diluted loss per share	$	(0.14	)

Predecessor

Under the terms and conditions of the Company’s Participating Preferred Stock Agreement, the holders of the preferred stock have the right to receive dividends or dividend equivalents should the Company declare dividends on its common stock on a

one

-for-

one

per-share basis. Under the

two

-class method, undistributed earnings is calculated by the earnings for the period less the cumulative preferred stock dividends earned for the period. The undistributed earnings are then allocated on a pro-rata basis to the common and preferred stockholders on a

one

-for-

one

per-share basis. The weighted-average number of common and preferred shares outstanding during the period is then used to calculate basic EPS for each class of shares. As a result, the undistributed earnings available to common shareholders is calculated by earnings (loss) for the period less the cumulative preferred stock dividends earned for the period less undistributed earnings allocated to the holders of the preferred stock.

In periods in which the Company has a net loss or undistributed net loss, basic loss per share is calculated by dividing the loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. The

two

-class method is

not

used, because the holders of the preferred stock do

not

participate in losses.

The table below shows our basic and diluted EPS calculations for the Predecessor periods from

November 1, 2018

through

December 5, 2018

and from

November 1, 2017

through

January 31, 2018:

	Predecessor
(in thousands)	November 1, 2018 through December 5, 2018			November 1, 2017 through January 31, 2018
Net loss (numerator):
Net (loss) income attributable to Concrete Pumping Holdings, Inc	$	(22,575	)	$	17,558
Less: Preferred stock - cumulative dividends		(126	)		(342	)
Less: Undistributed earnings allocated to preferred shares		-			(4,065	)
Net (loss) income available to common shareholders	$	(22,701	)	$	13,151
Weighted average shares (denominator):
Weighted average shares - basic		7,576,289			7,576,289
Dilutive effect of stock options		-			914,425
Weighted average shares - diluted		7,576,289			8,490,714
Basic income (loss) per share	$	(3.00	)	$	1.74
Diluted income (loss) per share	$	(3.00	)	$	1.55

XML

Note 17 - Segment Reporting

3 Months Ended

Jan. 31, 2019

Notes to Financial Statements

Segment Reporting Disclosure [Text Block]

Note

17.

Segment Reporting

The Company conducts the business through the following reportable segments based on geography and the nature of services sold: U.S Concrete pumping – Brundage-Bone, U.K. Concrete Pumping – Camfaud, Concrete Waste Management Services – Eco-Pan. The classifications are defined as follows:

● U.S. Concrete Pumping – Brundage-Bone – consists of concrete pumping services sold to customers in the U.S.

● U.K. Concrete Pumping – Camfaud – consists of concrete pumping services sold to customers in the U.K, which represents the Company’s foreign operations.

● Concrete Waste Management Services – Eco-Pan – consists of pans and containers rented to customers in the U.S and the disposal of the concrete waste material services sold to customers in the U.S.

The accounting policies of the reportable segments are the same as those described in Note

2.

The Chief Operating Decision Maker (CODM) evaluates the performance of its segments based on revenue, and measure segment performance based upon EBITDA (earnings before interest, taxes, depreciation and amortization). Non-allocated interest expense and various other administrative costs are reflected in Corporate. Corporate assets include cash and cash equivalents, prepaid expenses and other current assets, property and equipment. The following provides operating information about the Company’s reportable segments for the periods presented:

	Successor			Predecessor
(in thousands)	December 6, 2018 through January 31, 2019			November 1, 2018 through December 5, 2018			November 1, 2017 through January 31, 2018
Revenue
Brundage-Bone	$	24,067		$	16,624		$	35,419
Camfaud		5,815			5,143			10,728
Eco-Pan		4,088			2,629			6,655
	$	33,970		$	24,396		$	52,802
EBITDA
Brundage-Bone	$	5,536		$	(24,565	)	$	8,623
Camfaud		133			1,587			2,849
Eco-Pan		1,581			388			2,954
Corporate		321			180			625
	$	7,571		$	(22,410	)	$	15,051
Interest income (expense)
Brundage-Bone	$	(5,134	)	$	(1,154	)	$	(4,017	)
Camfaud		(458	)		(490	)		(1,070	)
Eco-Pan		-			-			-
Corporate		-			-			-
	$	(5,592	)	$	(1,644	)	$	(5,087	)
(Loss) income before income taxes
Brundage-Bone	$	(4,424	)	$	(27,354	)	$	1,223
Camfaud		(1,963	)		207			(222	)
Eco-Pan		(291	)		225			2,449
Corporate		283			155			564
	$	(6,395	)	$	(26,767	)	$	4,014

	Successor		Predecessor
(in thousands)	December 6, 2018 through January 31, 2019		November 1, 2018 through December 5, 2018		November 1, 2017 through January 31, 2018
Depreciation and amortization
Brundage-Bone	$	4,826	$	1,635	$	3,383
Camfaud		1,638		890		2,001
Eco-Pan		1,872		163		505
Corporate		38		25		61
	$	8,374	$	2,713	$	5,950
Transaction costs including debt extinguishment
Corporate	$	-	$	30,562	$	8
	$	-	$	30,562	$	8

Total assets by segment for the periods presented are as follows:

	Successor		Predecessor
	January 31,		October 31,
(in thousands)	2019		2018
Total Assets
Brundage-Bone	$	501,010	$	277,937
Camfaud		67,770		39,167
Eco-Pan		142,240		32,781
Corporate		24,428		20,259
	$	735,448	$	370,144

The U.S. and U.K. were the only regions that accounted for more than

10%

of the Company’s revenues for the periods presented. There was

no

single customer that accounted for more than

10%

of revenues for the periods presented. Revenues for the periods presented and long lived assets as of

January 31, 2019

and

October 31, 2018

are as follows:

	Successor		Predecessor
(in thousands)	December 6, 2018 through January 31, 2019		November 1, 2018 through December 5, 2018		November 1, 2017 through January 31, 2018
Revenues
U.S.	$	28,155	$	19,253	$	42,074
U.K.		5,815		5,143		10,728
	$	33,970	$	24,396	$	52,802

	Successor		Predecessor
	January 31,		October 31,
(in thousands)	2019		2018
Long Lived Assets
U.S.	$	188,290	$	167,368
U.K.		39,850		34,547
	$	228,140	$	201,915

XML

Note 18 - Related Party Transaction

3 Months Ended

Jan. 31, 2019

Notes to Financial Statements

Related Party Transactions Disclosure [Text Block]

Note

1

8

. Related Party Transaction

Predecessor

The Predecessor had a Management Services Agreement, as amended from time to time, with PGP Advisors, LLC (PGP), an affiliate of the Sponsor, to provide advisory, consulting and other professional services. Under terms of the agreement, the annual fee for these services were

$4.0

million from

September

of

2017

through

August

of

2019,

and

$2.0

million annually thereafter. For the period from

November 1, 2017

through

January 31, 2018

and

November 1, 2018

through

December 5, 2018

the Predecessor incurred

$1.1

million and

$0.0

million, respectively, related to this agreement and other agreed upon expenses, which is included in general and administrative expenses on the accompanying consolidated statements of income. In conjunction with the Business Combination, this agreement was terminated.

XML

Note 19 - Subsequent Events

3 Months Ended

Jan. 31, 2019

Notes to Financial Statements

Subsequent Events [Text Block]

Note

19

— Subsequent Events

On

March 18, 2019,

the Company entered into an Interest Purchase Agreement pursuant to which it agreed to acquire all of the outstanding equity interests of Capital Pumping LP and its affiliates for

$129.2

million in an all-cash transaction. The acquisition is expected to close in the

second

calendar quarter of

2019,

subject to regulatory approvals and other customary closing conditions. The Company expects to finance the acquisition through the sale of equity or equity-linked securities and additional borrowings under its Term Loan Agreement.

XML

Significant Accounting Policies (Policies)

3 Months Ended

Jan. 31, 2019

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

Basis of presentation

The accompanying Unaudited Consolidated Financial Statements have been prepared, without audit, in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do

not

include all information and footnotes required by U.S. GAAP for complete financial statements. These statements reflect all normal and recurring adjustments which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows of the Company at

January 31, 2019

and for all periods presented. 

As a result of the Business Combination, the Company is the acquirer for accounting purposes and CPH is the acquiree and accounting predecessor. The Company’s financial statement presentation distinguishes the Company’s presentations into

two

distinct periods, the period up to the Closing Date (labeled “Predecessor”) and the period including and after that date (labeled “Successor”).

The merger was accounted for as a business combination using the acquisition method of accounting, and the Successor financial statements reflect a new basis of accounting that is based on the fair value of the net assets acquired.

Determining the fair value of certain assets and liabilities assumed is judgmental in nature and often involves the use of significant estimates and assumptions. See Note

4

 – Business Combination for a discussion of the estimated fair values of assets and liabilities recorded in connection with the Company’s acquisition of CPH.

As a result of the application of the acquisition method of accounting as of the effective time of the Business Combination, the accompanying Consolidated Financial Statements include a black line division which indicates that the Predecessor and Successor reporting entities shown are presented on a different basis and are therefore,

not

comparable. These statements should be read in conjunction with the Predecessor’s Consolidated Financial Statements and Notes thereto as of

October 31, 2018

and

2017,

and for the years ended

October 31, 2018,

2017

and

2016,

included as exhibit

99.3

in the Company’s Form

8

-K/A (Amendment

No.1

) filed with SEC on

January 29, 2019.

The historical financial information of Industrea prior to the Business Combination (a special purpose acquisition company, or SPAC) has

not

been reflected in the Predecessor financial statements as these historical amounts have been determined to be

not

useful information to a user of the financial statements. SPACs deposit the proceeds from their initial public offerings into a segregated trust account until a business combination occurs, where such funds are then used to either pay consideration for the acquiree or stockholders who elect to redeem their shares of common stock in connection with the business combination. SPACs will operate until the closing of a business combination, and the SPAC operations until the closing of a business combination, other than income from the trust account investments and transaction expenses, are nominal. Accordingly,

no

other activity in the Company was reported for periods prior to

December 6, 2018

besides CPH’s operations as Predecessor.

Emerging Growth Company [Policy Text Block]

Emerging Growth Company

Section

102

(b)(

1

) of the Jumpstart Our Business Startups Act of

2012

(the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those companies that are

not

subject to the reporting requirements under the Securities Exchange Act of

1934,

as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected

not

to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This

may

make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Consolidation, Policy [Policy Text Block]

Principles of consolidation

The Successor Consolidated Financial Statements include all amounts of the Successor and its subsidiaries. The Predecessor Consolidated Financial Statements include all amounts of CPH and its subsidiaries. All intercompany balances and transactions have been eliminated.

Use of Estimates, Policy [Policy Text Block]

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Significant estimates include accrued sales and use taxes, the liability for incurred but unreported claims under various partially self-insured polices, allowance for doubtful accounts, goodwill impairment analysis, valuation of share based compensation and accounting for business combinations. Actual results

may

differ from those estimates, and such differences

may

be material to the Company’s consolidated financial statements.

Trade and Other Accounts Receivable, Policy [Policy Text Block]

Trade

receivables

Trade receivables are carried at the original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts. Generally, the Company does

not

require collateral for their accounts receivable; however, the Company

may

file statutory liens or take other appropriate legal action when necessary on construction projects when problems arise. A trade receivable is considered to be past due if any portion of the receivable balance is outstanding for more than

30

days. The Company does

not

charge interest on past-due trade receivables.

Management determines the allowance for doubtful accounts by identifying troubled accounts and by using historical experience applied to an aging of accounts. As of

January 31, 2019

and

October 31, 2018,

the allowance for doubtful accounts was

$0.0

million and

$0.7

million, respectively. Trade receivables are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received. The decline in our allowance for doubtful accounts from

October 31, 2018

to

January 31, 2019

was driven by the Business Combination, as the Company had to fair value its trade receivables as of

December 6, 2018,

resetting the cost basis in its trade receivables. As such, the value of accounts receivable, net of any allowance for doubtful accounts, became the fair value as of the acquisition date.

Inventory, Policy [Policy Text Block]

Inventory

Inventory consists primarily of replacement parts for concrete pumping equipment. Inventories are stated at the lower of cost (

first

-in,

first

-out method) or market. The Company evaluates inventory and records an allowance for obsolete and slow-moving inventory to account for cost adjustments to market. Based on management’s analysis,

no

allowance for obsolete and slow-moving inventory was required as of

January 31, 2019

and

October 31, 2018.

Fair Value of Financial Instruments, Policy [Policy Text Block]

Fair Value Measur

ements

The Financial Accounting Standard Board’s (FASB’s) standard on fair value measurements establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

This standard establishes

three

levels of inputs that

may

be used to measure fair value:

Level

1

– Quoted prices in active markets for identical assets or liabilities.

Level

2

– Observable inputs other than Level

1

prices such as quoted prices for similar assets or liabilities.

Level

3

– Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

Debt, Policy [Policy Text Block]

Deferred financing costs

Deferred financing costs representing

third

-party, non-lender debt issuance costs are deferred and amortized using the effective interest rate method over the term of the related long-term-debt agreement, and the straight-line method for the revolving credit agreement.

Debt issuance costs related to term loans are reflected as a direct deduction from the carrying amount of the Long-Term debt liability. Debt issuance costs related to revolving credit facilities are capitalized and reflected as an Other Asset.

Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block]

Goodwill

The Company accounts for goodwill under Accounting Standards Codification (“ASC”)

350,

Intangibles—Goodwill and Other (“ASC

350”

). The Company’s goodwill is the direct result of business combinations, is recorded using the acquisition method of accounting, and is

not

amortized, but is expected to be deductible for tax purposes. The Company tests its recorded goodwill for impairment on an annual basis on

August 31,

or more often if indicators of potential impairment exist, by determining if the carrying value of each reporting unit exceeds its estimated fair value. The Company has the option to

first

assess qualitative factors to determine whether or

not

it is more than likely that the fair value of the reporting unit is less than the carrying value. If the result of a qualitative test indicates it is more likely than

not

that the fair value of a reporting unit is less than the carrying value, a quantitative test is performed. As further detailed in “Newly adopted accounting pronouncements” below, the Company adopted Accounting Standards Update (“ASU”)

2017‑04,

Intangibles — Goodwill and Other (ASC

350

): Simplifying the Test for Goodwill Impairment

(“ASU

2017

-

04”

),  and accordingly, goodwill impairment is recognized in the amount that the carrying value of the reporting unit exceeds the fair value of the reporting unit,

not

to exceed the amount of goodwill allocated to the reporting unit, based on the results of the Step

1

analysis. Future impairment reviews

may

require write-downs in the Company’s goodwill and could have a material adverse impact on the Company’s operating results for the periods in which such write-downs occur.

Property, Plant and Equipment, Policy [Policy Text Block]

Property, plant and equipment

Property, plant and equipment are recorded at cost less accumulated depreciation. Expenditures for additions and betterments are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred; however, maintenance and repairs that improve or extend the life of existing assets are capitalized. The carrying amount of assets disposed of and the related accumulated depreciation are eliminated from the accounts in the year of disposal. Gains or losses from property and equipment disposals are recognized in the year of disposal. Property, plant and equipment is depreciated using the straight line method over the following estimated useful lives:

	in years
Buildings and improvements	15	to	40
Capital lease assets—buildings		40
Furniture and office equipment	2	to	7
Machinery and equipment	3	to	25
Transportation and equipment	3	to	7

Capital lease assets are depreciated over the estimated useful life of the asset.

Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block]

Intangible assets

Intangible assets are recorded at cost or their estimated fair value when acquired through a business combination.

Intangible assets with finite lives, except for customer relationships, are being amortized on a straight-line basis over their estimated useful lives. The customer relationships are being amortized on an accelerated basis over their estimated useful lives. Intangible assets with indefinite lives are

not

amortized but are subject to annual reviews for impairment.

Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]

Impairment of long-lived assets

ASC

360,

Property, Plant and Equipment

(ASC

360

) requires other long-lived assets to be evaluated for impairment when indicators of impairment are present. If indicators are present, assets are grouped to the lowest level for which identifiable cash flows are largely independent of other asset groups and cash flows are estimated for each asset group over the remaining estimated life of each asset group. If the undiscounted cash flows estimated to be generated by those assets are less than the asset’s carrying amount, impairment is recognized in the amount of excess of the carrying value over the fair value.

No

indicators of impairment were identified as of

January 31, 2019.

Revenue Recognition, Policy [Policy Text Block]

Revenue recognition

The Company generates revenues primarily from concrete pumping services in both the United States and the U.K. Additionally, revenues are generated from the Company’s waste management business which consists of service fees charged to customers for the delivery of our pans and containers and the disposal of the concrete waste material.

The Company recognizes revenue from these businesses when all of the following criteria are met: (a) persuasive evidence of an arrangement exists, (b) the service has been performed or delivery has occurred, (c) the price is fixed or determinable, and (d) collectability is reasonably assured. The Company’s delivery terms for replacement part sales are FOB shipping point.

The Company imposes and collects sales taxes concurrent with our revenue-producing transactions with customers and remit those taxes to the various governmental authorities as prescribed by the taxing jurisdictions in which we operate. We present such taxes in our consolidated statements of income on a net basis.

Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]

Stock-based compensation

The Company follows ASC

718,

Compensation—Stock Compensation

(“ASC

718”

), which requires the measurement and recognition of compensation expense, based on estimated fair values, for all share-based awards made to employees and directors. The value of the vested portion of the award is recognized as expense in the consolidated statements of income over the requisite service periods when applicable. Compensation expense for all share-based awards is recognized using the straight-line method. The Company will account for forfeitures as they occur in accordance with the early adoption of ASU

No.

2016

-

09,

Compensation—Stock Compensation (ASC

718

): Improvements to Employee Share-Based Payment Accounting

.

Foreign Currency Transactions and Translations Policy [Policy Text Block]

Foreign currency translation

The functional currency of Camfaud is the Pound Sterling (GBP). The assets and liabilities of the foreign subsidiaries are translated into US dollars using the period end exchange rates, and the consolidated statements of income are translated at the average rate for the period. The resulting translation adjustments are recorded as a component of comprehensive income on the consolidated statements of comprehensive income and accumulated in other comprehensive income. The functional currency of our other subsidiaries is the United States Dollar.

Income Tax, Policy [Policy Text Block]

Income taxes

The Company complies with ASC

740,

Income Taxes

, which requires a liability approach to financial reporting for income taxes.

The Company computes deferred income tax assets and liabilities annually for differences between the financial statements and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. In assessing the realizability of deferred tax assets, management considers whether it is more likely than

not

that some portion or all of the deferred tax assets will

not

be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, carryback opportunities, and tax planning strategies in making the assessment. Income tax expense includes both the current income taxes payable or refundable and the change during the period in the deferred tax assets and liabilities. The tax benefit from an uncertain tax position is only recognized in the consolidated balance sheets if the tax position is more likely than

not

to be sustained upon an examination.

Camfaud files income tax returns in the U.K. Camfaud’s national statutes are generally open for

one

year following the statutory filing period.

Business Combinations Policy [Policy Text Block]

Business combinations

The Company applies the principles provided in ASC

805,

Business Combinations

(“ASC

805”

), when a business is acquired. Tangible and intangible assets acquired and liabilities assumed are recorded at fair value and goodwill is recognized for any differences between the price of the acquisition and the fair value determination. The Company estimates all purchase costs and other related transactions on the acquisition date. Transaction costs for the acquisitions are expensed as incurred in accordance with ASC

805.

Seasonality Policy [Policy Text Block]

Seasonality

The Company’s sales are historically seasonal, with lower revenue in the

first

quarter and higher revenue in the

fourth

quarter of each year. Such seasonality also causes the Company’s working capital cash flow requirements to vary from quarter to quarter primarily depends on the variability of weather patterns with the Company generally having lower sales volume during the winter and spring months.

Vendor Concentration Policy [Policy Text Block]

Vendor concentration

As of

January 31, 2019

and

October 31, 2018,

there were

three

significant vendors that the Company relies upon to purchase concrete pumping boom equipment. However, should the need arise, there are alternate vendors who can provide concrete pumping boom equipment.

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Concentration of credit risk

Cash balances held at financial institutions

may,

at times, be in excess of federally insured limits. It is management’s belief that the Company places their temporary cash balances in high-credit quality financial institutions.

The Company’s customer base is dispersed across the United States and U.K. The Company performs ongoing evaluations of their customers’ financial condition and requires

no

collateral to support credit sales. During the predecessor and successor periods described above,

no

customer represented

10

 percent or more of sales or trade receivables.

XML

Note 2 - Summary of Significant Accounting Policies (Tables)

3 Months Ended

Jan. 31, 2019

Notes Tables

Property, Plant and Equipment, Useful Life [Table Text Block]

	in years
Buildings and improvements	15	to	40
Capital lease assets—buildings		40
Furniture and office equipment	2	to	7
Machinery and equipment	3	to	25
Transportation and equipment	3	to	7

XML

Note 4 - Business Combinations (Tables)

3 Months Ended

Jan. 31, 2019

Notes Tables

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

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

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

Business Acquisition, Pro Forma Information [Table Text Block]

	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

XML

Note 5 - Fair Value Measurement (Tables)

3 Months Ended

Jan. 31, 2019

Notes Tables

Fair Value, Assets Measured on Recurring and Nonrecurring Basis [Table Text Block]

	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

XML

Note 6 - Prepaid Expenses and Other Current Assets (Tables)

3 Months Ended

Jan. 31, 2019

Notes Tables

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block]

	Successor		Predecessor
	January 31,		October 31,
(in thousands)	2019		2018
Prepaid insurance	$	3,975	$	348
Prepaid licenses and deposits		649		236
Prepaid rent		370		326
Prepaid sponsor fees		280		667
Other prepaids		2,510		2,370
Total prepaid expenses and other current assets	$	7,784	$	3,947

XML

Note 7 - Property, Plant and Equipment (Tables)

3 Months Ended

Jan. 31, 2019

Notes Tables

Property, Plant and Equipment [Table Text Block]

	Successor			Predecessor
	January 31,			October 31,
(in thousands)	2019			2018
Land, building and improvements	$	23,285		$	22,244
Capital leases—land and buildings		827			909
Machinery and equipment		205,797			237,094
Transportation equipment		1,080			3,297
Furniture and office equipment		654			1,486
		231,643			265,030
Less accumulated depreciation		(3,503	)		(63,115	)
Property, plant and equipment, net	$	228,140		$	201,915

XML

Note 8 - Goodwill and Intangible Assets (Tables)

3 Months Ended

Jan. 31, 2019

Notes Tables

Schedule of Finite-Lived Intangible Assets [Table Text Block]

	Successor						Predecessor
	January 31,						October 31,
	2019						2018
	Gross				Net		Gross					Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated			Carrying
(in thousands)	Value		Amortization		Amount		Value		Amortization			Amount
Customer relationship	$	168,700	$	4,793	$	163,906	$	47,641	$	(23,093	)	$	24,548
Trade name		5,100		78		5,022		15,412		(3,540	)		11,872
Trade name (indefinite life)		46,900		-		46,900		-		-			-
Noncompete agreements		-		-		-		495		(486	)		9
	$	220,700	$	4,871	$	215,828	$	63,548	$	(27,119	)	$	36,429

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

(in thousands)
2019 (excluding the period from December 6, 2018 to January 31, 2019)	$	21,949
2020		26,685
2021		21,897
2022		17,719
2023		14,172
Thereafter		66,506
	$	168,928

XML

Note 9 - Long Term Debt and Revolving Lines of Credit (Tables)

3 Months Ended

Jan. 31, 2019

Notes Tables

Schedule of Maturities of Long-term Debt [Table Text Block]

Years ended October 31:
(in thousands)
2019	$	17,850
2020		17,850
2021		17,850
2022		17,850
2023		17,850
Thereafter		248,579
	$	337,829

Schedule of Debt [Table Text Block]

	Successor			Predecessor
	January 31,			October 31,
(in thousands)	2019			2018
Term loan	$	357,000		$	-
Senior secured notes		-			167,553
Seller notes		-			8,292
		357,000			175,845
Plus unamortized premium on debt		-			540
Less unamortized deferred financing costs		(19,171	)		(2,915	)
Total long term debt	$	337,829		$	173,470

XML

Note 10 - Accrued Payroll and Payroll Expenses (Tables)

3 Months Ended

Jan. 31, 2019

Notes Tables

Schedule of Accrued Payroll and Expenses [Table Text Block]

	Successor		Predecessor
	January 31,		October 31,
(in thousands)	2019		2018
Accrued vacation	$	3,264	$	3,482
Accrued bonus		1,145		1,766
Other accrued		975		1,457
Total accrued payroll and payroll expenses	$	5,384	$	6,705

XML

Note 11 - Accrued Expenses and Other Current Liabilities (Tables)

3 Months Ended

Jan. 31, 2019

Notes Tables

Schedule of Accrued Liabilities [Table Text Block]

	Successor		Predecessor
	January 31,		October 31,
(in thousands)	2019		2018
Accrued insurance	$	5,350	$	4,743
Accrued interest		5,068		3,092
Accrued equipment purchases		1,415		-
Accrued sales and use tax		4,094		4,145
Accrued property taxes		426		865
Accrued professional fees		497		3,579
Other		1,197		2,406
Total accrued expenses and other liabilities	$	18,047	$	18,830

XML

Note 16 - Earnings Per Share (Tables)

3 Months Ended

Jan. 31, 2019

Notes Tables

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	Successor
(in thousands, except share and per share amounts)	December 6, 2018 through January 31, 2019
Net loss (numerator):
Net loss attributable to Concrete Pumping Holdings, Inc.	$	(3,630	)
Less: Preferred stock - cumulative dividends		(269	)
Net loss available to common shareholders	$	(3,899	)
Weighted average shares (denominator):
Weighted average shares - basic		28,847,707
Weighted average shares - diluted		28,847,707
Basic loss per share	$	(0.14	)
Diluted loss per share	$	(0.14	)

	Predecessor
(in thousands)	November 1, 2018 through December 5, 2018			November 1, 2017 through January 31, 2018
Net loss (numerator):
Net (loss) income attributable to Concrete Pumping Holdings, Inc	$	(22,575	)	$	17,558
Less: Preferred stock - cumulative dividends		(126	)		(342	)
Less: Undistributed earnings allocated to preferred shares		-			(4,065	)
Net (loss) income available to common shareholders	$	(22,701	)	$	13,151
Weighted average shares (denominator):
Weighted average shares - basic		7,576,289			7,576,289
Dilutive effect of stock options		-			914,425
Weighted average shares - diluted		7,576,289			8,490,714
Basic income (loss) per share	$	(3.00	)	$	1.74
Diluted income (loss) per share	$	(3.00	)	$	1.55

XML

Note 17 - Segment Reporting (Tables)

3 Months Ended

Jan. 31, 2019

Notes Tables

Schedule of Segment Reporting Information, by Segment [Table Text Block]

	Successor			Predecessor
(in thousands)	December 6, 2018 through January 31, 2019			November 1, 2018 through December 5, 2018			November 1, 2017 through January 31, 2018
Revenue
Brundage-Bone	$	24,067		$	16,624		$	35,419
Camfaud		5,815			5,143			10,728
Eco-Pan		4,088			2,629			6,655
	$	33,970		$	24,396		$	52,802
EBITDA
Brundage-Bone	$	5,536		$	(24,565	)	$	8,623
Camfaud		133			1,587			2,849
Eco-Pan		1,581			388			2,954
Corporate		321			180			625
	$	7,571		$	(22,410	)	$	15,051
Interest income (expense)
Brundage-Bone	$	(5,134	)	$	(1,154	)	$	(4,017	)
Camfaud		(458	)		(490	)		(1,070	)
Eco-Pan		-			-			-
Corporate		-			-			-
	$	(5,592	)	$	(1,644	)	$	(5,087	)
(Loss) income before income taxes
Brundage-Bone	$	(4,424	)	$	(27,354	)	$	1,223
Camfaud		(1,963	)		207			(222	)
Eco-Pan		(291	)		225			2,449
Corporate		283			155			564
	$	(6,395	)	$	(26,767	)	$	4,014

	Successor		Predecessor
(in thousands)	December 6, 2018 through January 31, 2019		November 1, 2018 through December 5, 2018		November 1, 2017 through January 31, 2018
Depreciation and amortization
Brundage-Bone	$	4,826	$	1,635	$	3,383
Camfaud		1,638		890		2,001
Eco-Pan		1,872		163		505
Corporate		38		25		61
	$	8,374	$	2,713	$	5,950
Transaction costs including debt extinguishment
Corporate	$	-	$	30,562	$	8
	$	-	$	30,562	$	8

Reconciliation of Assets from Segment to Consolidated [Table Text Block]

	Successor		Predecessor
	January 31,		October 31,
(in thousands)	2019		2018
Total Assets
Brundage-Bone	$	501,010	$	277,937
Camfaud		67,770		39,167
Eco-Pan		142,240		32,781
Corporate		24,428		20,259
	$	735,448	$	370,144

Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block]

	Successor		Predecessor
(in thousands)	December 6, 2018 through January 31, 2019		November 1, 2018 through December 5, 2018		November 1, 2017 through January 31, 2018
Revenues
U.S.	$	28,155	$	19,253	$	42,074
U.K.		5,815		5,143		10,728
	$	33,970	$	24,396	$	52,802

	Successor		Predecessor
	January 31,		October 31,
(in thousands)	2019		2018
Long Lived Assets
U.S.	$	188,290	$	167,368
U.K.		39,850		34,547
	$	228,140	$	201,915

XML

Note 1 - Organization and Description of Business (Details Textual)	Jan. 31, 2019
Brundage-Bone [Member]
Number of Stores	80
Number of States in which Entity Operates	22
Camfaud [Member]
Number of Stores	28
Eco-Pan [Member]
Number of Stores	14

XML

Note 2 - Summary of Significant Accounting Policies (Details Textual)	2 Months Ended
	Jan. 31, 2019 USD ($)	Oct. 31, 2018 USD ($)
Allowance for Doubtful Accounts Receivable, Ending Balance	$ 0	$ 700,000
Inventory Valuation Reserves, Ending Balance	0	$ 0
Impairment of Long-Lived Assets Held-for-use	$ 0
Supplier Concentration Risk [Member] | Cost of Goods, Total [Member]
Number of Vendors	3	3
Customer Concentration Risk [Member] | Sales Revenue, Net [Member]
Number of Major Customers	0
Customer Concentration Risk [Member] | Accounts Receivable [Member]
Number of Major Customers	0

XML

Note 2 - Summary of Significant Accounting Policies - Property, Plant and Equipment (Details)	2 Months Ended
	Jan. 31, 2019
Building and Building Improvements [Member] | Minimum [Member]
Estimated useful lives (Year)	15 years
Building and Building Improvements [Member] | Maximum [Member]
Estimated useful lives (Year)	40 years
Assets Held under Capital Leases [Member]
Estimated useful lives (Year)	40 years
Furniture and Fixtures [Member] | Minimum [Member]
Estimated useful lives (Year)	2 years
Furniture and Fixtures [Member] | Maximum [Member]
Estimated useful lives (Year)	7 years
Machinery and Equipment [Member] | Minimum [Member]
Estimated useful lives (Year)	3 years
Machinery and Equipment [Member] | Maximum [Member]
Estimated useful lives (Year)	25 years
Transportation Equipment [Member] | Minimum [Member]
Estimated useful lives (Year)	3 years
Transportation Equipment [Member] | Maximum [Member]
Estimated useful lives (Year)	7 years

XML

Note 4 - Business Combinations (Details Textual) - USD ($)		1 Months Ended		2 Months Ended	3 Months Ended
	Dec. 06, 2018	Dec. 05, 2018	Apr. 30, 2018	Jan. 31, 2019	Jan. 31, 2018
Business Combination, Acquisition Related Costs		$ 14,167,000			$ 8,000
Share-based Compensation Arrangement by Share-based Payment Award Accelerated Compensation Cost		600,000
CPH Acquisition [Member]
Cash Acquired from Acquisition	$ 1,000,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill, Total	220,700,000
Business Combination, Transaction Bonuses	20,100,000
Share-based Compensation Arrangement by Share-based Payment Award Accelerated Compensation Cost	600,000
CPH Acquisition [Member] | CPH [Member]
Business Combination, Acquisition Related Costs		14,200,000
Business Combination, Debt Extinguishment Costs		16,400,000
CPH Acquisition [Member] | Industrea [Member]
Business Combination, Acquisition Related Costs		18,800,000
Business Combination, Deferred Underwriting Commission		$ 8,100,000
CPH Acquisition [Member] | Customer Relationships [Member]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill, Total	$ 168,700,000
Finite-Lived Intangible Asset, Useful Life	15 years
CPH Acquisition [Member] | Trade Names [Member]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill, Total	$ 52,000,000
Finite-Lived Intangible Asset, Useful Life	10 years
O’Brien Acquisition [Member]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill, Total			$ 2,810,000
Business Combination, Acquisition Related Costs			$ 1,100,000		$ 0

XML

Note 4 - Business Combinations - Preliminary Allocation of Consideration to the Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands		1 Months Ended	2 Months Ended
	Dec. 06, 2018	Apr. 30, 2018	Jan. 31, 2019	Oct. 31, 2018
Consideration paid:
Cash			$ 445,386
Net assets acquired:
Goodwill			$ 238,811	$ 74,656
CPH Acquisition [Member]
Consideration paid:
Cash	$ 445,386
Fair value of rollover equity	164,908
Total consideration paid	610,294
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
O’Brien Acquisition [Member]
Consideration paid:
Cash		$ 21,000
Total consideration paid		21,000
Total consideration paid		21,000
Net assets acquired:
Intangible assets		2,810
Property and equipment		16,163
Goodwill		1,887
Inventory		140
Total net assets acquired		$ 19,113

XML

Note 4 - Business Combinations - Pro Forma Financial Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Jan. 31, 2019	Jan. 31, 2018
Revenue	$ 24,396	$ 52,802
Total pro forma revenue	58,366	56,056
Net (loss) income	(22,575)	17,558
Total pro forma net (loss) income	(26,205)	11,747
O’Brien Acquisition [Member]
Pro forma revenue adjustments by Business Combination		3,254
Pro forma net income adjustments by Business Combination		(5,811)
CPH Acquisition [Member]
Pro forma revenue adjustments by Business Combination	33,970
Pro forma net income adjustments by Business Combination	$ (3,630)

XML

Note 5 - Fair Value Measurement (Details Textual) - Camfaud [Member] - Earnout Payments [Member] - USD ($) $ in Millions	Jan. 31, 2019	Oct. 31, 2018	Nov. 30, 2016
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High			$ 3.1
Business Combination, Contingent Consideration, Liability, Total	$ 1.5	$ 1.5

XML

Note 5 - Fair Value Measurement - Fair Value of Long-term Debt (Details) - USD ($) $ in Thousands	Jan. 31, 2019	Oct. 31, 2018
Senior Secured Notes [Member] | Reported Value Measurement [Member]
Debt, fair value		$ 167,553
Senior Secured Notes [Member] | Estimate of Fair Value Measurement [Member]
Debt, fair value		178,025
Seller Notes [Member] | Reported Value Measurement [Member]
Debt, fair value		8,292
Seller Notes [Member] | Estimate of Fair Value Measurement [Member]
Debt, fair value		8,292
Term Loan Agreement [Member] | Reported Value Measurement [Member]
Debt, fair value	357,000
Term Loan Agreement [Member] | Estimate of Fair Value Measurement [Member]
Debt, fair value	346,959
Capital Lease Obligations [Member] | Reported Value Measurement [Member]
Debt, fair value	632	653
Capital Lease Obligations [Member] | Estimate of Fair Value Measurement [Member]
Debt, fair value	$ 632	$ 653

XML

Note 6 - Prepaid Expenses and Other Current Assets - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Jan. 31, 2019	Oct. 31, 2018
Prepaid insurance	$ 3,975	$ 348
Prepaid licenses and deposits	649	236
Prepaid rent	370	326
Prepaid sponsor fees	280	667
Other prepaids	2,510	2,370
Total prepaid expenses and other current assets	$ 7,784	$ 3,947

XML

Note 7 - Property, Plant and Equipment (Details Textual) - USD ($) $ in Millions	1 Months Ended	2 Months Ended	3 Months Ended
	Dec. 05, 2018	Jan. 31, 2019	Jan. 31, 2018
Depreciation, Total	$ 2.1	$ 3.5	$ 4.0

XML

Note 7 - Property, Plant and Equipment - Components of Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Jan. 31, 2019	Oct. 31, 2018
Property, plant and equipment, gross	$ 231,643	$ 265,030
Less accumulated depreciation	(3,503)	(63,115)
Property, plant and equipment, net	228,140	201,915
Land, Buildings and Improvements [Member]
Property, plant and equipment, gross	23,285	22,244
Assets Held under Capital Leases [Member]
Property, plant and equipment, gross	827	909
Machinery and Equipment [Member]
Property, plant and equipment, gross	205,797	237,094
Transportation Equipment [Member]
Property, plant and equipment, gross	1,080	3,297
Furniture and Fixtures [Member]
Property, plant and equipment, gross	$ 654	$ 1,486

XML

Note 8 - Goodwill and Intangible Assets (Details Textual) - USD ($) $ in Thousands	1 Months Ended	2 Months Ended	3 Months Ended
	Dec. 05, 2018	Jan. 31, 2019	Jan. 31, 2018
Amortization of Intangible Assets, Total	$ 700	$ 4,871	$ 1,900

XML

Note 8 - Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands	Jan. 31, 2019	Oct. 31, 2018
Accumulated amortization	$ 4,871	$ (27,119)
Net carrying amount	168,928
Gross carrying value, total	220,700	63,548
Intangible assets, net	215,828	36,429
Trade Names, Indefinite-lived [Member]
Gross carrying value, indefinite	46,900
Customer Relationships [Member]
Gross carrying value	168,700	47,641
Accumulated amortization	4,793	(23,093)
Net carrying amount	163,906	24,548
Trade Names [Member]
Gross carrying value	5,100	15,412
Accumulated amortization	78	(3,540)
Net carrying amount	5,022	11,872
Noncompete Agreements [Member]
Gross carrying value		495
Accumulated amortization		(486)
Net carrying amount		$ 9

XML

Note 8 - Goodwill and Intangible Assets - Intangible Assets Amortization Expense (Details) $ in Thousands	Jan. 31, 2019 USD ($)
2019 (excluding the period from December 6, 2018 to January 31, 2019)	$ 21,949
2020	26,685
2021	21,897
2022	17,719
2023	14,172
Thereafter	66,506
	$ 168,928

XML

Note 9 - Long Term Debt and Revolving Lines of Credit (Details Textual) - USD ($) $ in Thousands	1 Months Ended				2 Months Ended	3 Months Ended	12 Months Ended	21 Months Ended
	Dec. 05, 2018	Apr. 30, 2018	Nov. 30, 2016	Aug. 31, 2014	Jan. 31, 2019	Jan. 31, 2019	Oct. 31, 2018	Sep. 30, 2017	Oct. 02, 2017	Jul. 31, 2017
Long-term Debt, Total					$ 337,829	$ 337,829	$ 173,470
Long-term Debt, Gross					357,000	357,000	175,845
Debt Instrument, Unamortized Premium, Total							$ 540
Gain (Loss) on Extinguishment of Debt, before Write off of Debt Issuance Cost	$ (13,000)
Senior Secured Notes [Member]
Debt Instrument, Interest Rate, Stated Percentage							10.375%
Proceeds from Issuance of Debt		$ 15,000	$ 40,000	$ 140,000
Repayments of Debt								$ 26,000
Debt Instrument, Premium Percent		104.00%
Long-term Debt, Gross		$ 15,600					$ 167,553
Debt Instrument, Unamortized Premium, Total		$ 600
Original Senior Secured Notes [Member]
Long-term Debt, Total							0
New Senior Secured Notes [Member]
Long-term Debt, Total							167,600
Seller Notes [Member]
Long-term Debt, Gross							8,292
Seller Notes [Member] | Former Owners of Camfaud [Member]
Debt Instrument, Face Amount			$ 6,200
Debt Instrument, Interest Rate, Stated Percentage			5.00%
Seller Notes [Member] | Former Owners of Reilly [Member]
Debt Instrument, Face Amount										$ 1,900
Debt Instrument, Interest Rate, Stated Percentage										5.00%
Asset Backed Revolving Credit Facility [Member]
Line of Credit Facility, Maximum Borrowing Capacity					60,000	60,000
Long-term Line of Credit, Total					17,300	$ 17,300
Asset Backed Revolving Credit Facility [Member] | Minimum [Member]
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage						0.25%
Asset Backed Revolving Credit Facility [Member] | Maximum [Member]
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage						0.50%
Asset Backed Revolving Credit Facility [Member] | Standby Letters of Credit [Member]
Line of Credit Facility, Maximum Borrowing Capacity					7,500	$ 7,500
Asset Backed Revolving Credit Facility [Member] | Other Loan Borrowings [Member]
Line of Credit Facility, Maximum Borrowing Capacity					7,500	$ 7,500
Revolving Credit Facility [Member]
Line of Credit Facility, Maximum Borrowing Capacity							65,000
Long-term Line of Credit, Total							48,700
The UK Revolver [Member]
Debt Instrument, Basis Spread on Variable Rate			2.00%
Line of Credit Facility, Maximum Borrowing Capacity			$ 28,000
Long-term Line of Credit, Total							$ 14,300
Base Rate [Member] | Asset Backed Revolving Credit Facility [Member] | Other Loan Borrowings [Member]
Debt Instrument, Basis Spread on Variable Rate						1.25%
London Interbank Offered Rate (LIBOR) [Member] | Asset Backed Revolving Credit Facility [Member] | Other Loan Borrowings [Member]
Debt Instrument, Basis Spread on Variable Rate						2.25%
Term Loan Agreement [Member]
Debt Instrument, Face Amount					$ 357,000	$ 357,000
Debt Instrument, Interest Rate, Stated Percentage					5.00%	5.00%
Long-term Debt, Total					$ 357,000	$ 357,000
Term Loan Agreement [Member] | Eurodollar [Member]
Debt Instrument, Basis Spread on Variable Rate						6.00%
Term Loan Agreement [Member] | Base Rate [Member]
Debt Instrument, Basis Spread on Variable Rate						5.00%
Average Excess Availability, Tranche One [Member] | Revolving Credit Facility [Member]
Line of Credit Facility, Quarterly Average Excess Availability, Percent							66.67%
Average Excess Availability, Tranche One [Member] | London Interbank Offered Rate (LIBOR) [Member] | Revolving Credit Facility [Member]
Debt Instrument, Basis Spread on Variable Rate							2.00%
Average Excess Availability, Tranche Two [Member] | Revolving Credit Facility [Member] | Minimum [Member]
Line of Credit Facility, Quarterly Average Excess Availability, Percent							33.33%
Average Excess Availability, Tranche Two [Member] | Revolving Credit Facility [Member] | Maximum [Member]
Line of Credit Facility, Quarterly Average Excess Availability, Percent							66.67%
Average Excess Availability, Tranche Two [Member] | London Interbank Offered Rate (LIBOR) [Member] | Revolving Credit Facility [Member]
Debt Instrument, Basis Spread on Variable Rate							2.25%
Average Excess Availability, Tranche Three [Member] | Revolving Credit Facility [Member]
Line of Credit Facility, Quarterly Average Excess Availability, Percent							33.33%
Average Excess Availability, Tranche Three [Member] | London Interbank Offered Rate (LIBOR) [Member] | Revolving Credit Facility [Member]
Debt Instrument, Basis Spread on Variable Rate							2.50%
Transferred From the Revolver Balance to a 3-month Line of Credit [Member] | Revolving Credit Facility [Member]
Long-term Line of Credit, Total									$ 35,000

XML

Note 9 - Long Term Debt and Revolving Lines of Credit - Future Amortization Expense (Details) - USD ($) $ in Thousands	Jan. 31, 2019	Oct. 31, 2018
2019	$ 17,850
2020	17,850
2021	17,850
2022	17,850
2023	17,850
Thereafter	248,579
	$ 337,829	$ 173,470

XML

Note 9 - Long Term Debt and Revolving Lines of Credit - Long-term Debt (Details) - USD ($) $ in Thousands	Jan. 31, 2019	Oct. 31, 2018	Apr. 30, 2018
Long-term debt	$ 357,000	$ 175,845
Plus unamortized premium on debt		540
Less unamortized deferred financing costs	(19,171)	(2,915)
	337,829	173,470
Term Loan Agreement [Member]
Long-term debt	357,000
Senior Secured Notes [Member]
Long-term debt		167,553	$ 15,600
Plus unamortized premium on debt			$ 600
Seller Notes [Member]
Long-term debt		$ 8,292

XML

Note 10 - Accrued Payroll and Payroll Expenses - Accrued Payroll and Expenses (Details) - USD ($) $ in Thousands	Jan. 31, 2019	Oct. 31, 2018
Accrued vacation	$ 3,264	$ 3,482
Accrued bonus	1,145	1,766
Other accrued	975	1,457
Total accrued payroll and payroll expenses	$ 5,384	$ 6,705

XML

Note 11 - Accrued Expenses and Other Current Liabilities - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Jan. 31, 2019	Oct. 31, 2018
Accrued insurance	$ 5,350	$ 4,743
Accrued interest	5,068	3,092
Accrued equipment purchases	1,415
Accrued sales and use tax	4,094	4,145
Accrued property taxes	426	865
Accrued professional fees	497	3,579
Other	1,197	2,406
Total accrued expenses and other liabilities	$ 18,047	$ 18,830

XML

Note 12 - Income Taxes (Details Textual) - USD ($) $ in Thousands	1 Months Ended	2 Months Ended	3 Months Ended
	Dec. 05, 2018	Jan. 31, 2019	Jan. 31, 2018	Oct. 31, 2018
Income Tax Expense (Benefit), Total	$ (4,192)	$ (2,765)	$ (13,544)
Effective Income Tax Rate Reconciliation, Percent, Total	15.70%	43.20%
Income Tax Expense (Benefit), Continuing Operations, Adjustment of Deferred Tax (Asset) Liability			13,500
Effective Income Tax Rate Reconciliation, Repatriation of Foreign Earnings, Amount			500
Tax Cuts and Jobs Act, Decrease in Deferred Tax Liability due to Transition Tax			$ 800
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Transaction Related Costs, Amount	$ 1,400
Effective Income Tax Rate Reconciliation, Global Intangible Low Tax Income, Amount		$ 700
Deferred Tax Assets, Net, Total		76,500		$ 39,000
Liability for Uncertainty in Income Taxes, Current		$ 0		$ 0

XML

Note 13 - Commitments and Contingencies (Details Textual) - USD ($)	Jan. 31, 2019	Oct. 31, 2018
Self-insurance, General Liability Deductible Per Claim	$ 100,000	$ 100,000
Letters of Credit Outstanding, Amount	1,300,000
Standby Letters of Credit [Member]
Line of Credit Facility, Maximum Borrowing Capacity	7,500,000
Bank Account to Facilitate Administration of Claims [Member]
Restricted Cash, Total	300,000	300,000
Accrued Liabilities and Other Liabilities [Member]
Self-insurance, Accrued Expenses for Claims Incurred But Note Reported and Estimated Losses Reported	4,900,000	3,200,000
Self-insurance, Accrued Expenses for Health Claims Incurred But Not Reoprted	$ 1,500,000	$ 1,000,000

XML

Note 14 - Stockholders' Equity (Details Textual) - USD ($) $ / shares in Units, $ in Millions	Dec. 06, 2018	Jan. 31, 2019	Dec. 05, 2018	Oct. 31, 2018
Common Stock, Shares Authorized		500,000,000	15,000,000	15,000,000
Common Stock, Par or Stated Value Per Share		$ 0.0001	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized		10,000,000	2,423,711
Preferred Stock, Par or Stated Value Per Share		$ 0.0001	$ 0.001
Common Stock, Shares, Issued, Total	28,847,707	28,847,707		7,576,289
Common Stock, Shares, Outstanding, Ending Balance	28,847,707	28,847,707		7,576,289
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	34,100,000
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right	1
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 11.50
Preferred Stock, Shares Outstanding, Ending Balance	2,450,980			2,342,264
Preferred Stock, Dividend Rate, Percentage	0.00%
Convertible Preferred Stock, Shares Issued upon Conversion	1
Convertible Preferred Stock, Additional Cumulative Amount, Accrue Annual Rate	7.00%
Convertible Preferred Stock, Convertible, Stock Price Trigger	$ 13
Preferred Stock, Shares Issued, Total				2,342,264
Preferred Stock, Liquidation Preference, Value				$ 11.2

XML

Note 15 - Stock-based Compensation (Details Textual) - USD ($) $ in Millions	1 Months Ended	2 Months Ended
	Dec. 05, 2018	Jan. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award Accelerated Compensation Cost	$ 0.6
Equivalent Vested Options Rolled Forward from Predecessor to Successor		2,783,479
Selling, General and Administrative Expenses [Member]
Allocated Share-based Compensation Expense, Total	$ 0.1

XML

Note 16 - Earnings Per Share (Details Textual)	1 Months Ended	2 Months Ended
	Dec. 05, 2018	Jan. 31, 2019 shares
Dividends, Common Stock, Ratio	1
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount		34,100,000
Employee Stock Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount		2,783,479
Series A Preferred Stocks [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount		2,450,980

XML

Note 16 - Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	2 Months Ended	3 Months Ended
	Dec. 05, 2018	Jan. 31, 2019	Jan. 31, 2018
Net loss	$ (22,575)	$ (3,630)	$ 17,558
Less preferred shares dividends	(126)	(269)	(342)
Net loss available to common shareholders	$ (22,701)	$ (3,899)	$ 13,151
Basic (in shares)	7,576,289	28,847,707	7,576,289
Diluted (in shares)	7,576,289	28,847,707	8,490,714
Basic loss per share (in dollars per share)	$ (3)	$ (0.14)	$ 1.74
Diluted loss per share (in dollars per share)	$ (3)	$ (0.14)	$ 1.55
Less undistributed earnings allocated to preferred shares			$ (4,065)
Dilutive effect of stock options (in shares)			914,425

XML

Note 17 - Segment Reporting - Operating Information (Details) - USD ($) $ in Thousands	1 Months Ended	2 Months Ended	3 Months Ended
	Dec. 05, 2018	Jan. 31, 2019	Jan. 31, 2018
Revenue	$ 24,396	$ 33,970	$ 52,802
EBITDA	(22,410)	7,571	15,051
Interest income (expense)	(1,644)	(5,592)	(5,087)
(Loss) income before income taxes	(26,767)	(6,395)	4,014
Depreciation and amortization	2,713	8,374	5,950
Transaction costs	30,562		8
Brundage-Bone [Member]
Revenue	16,624	24,067	35,419
EBITDA	(24,565)	5,536	8,623
Interest income (expense)	(1,154)	(5,134)	(4,017)
(Loss) income before income taxes	(27,354)	(4,424)	1,223
Depreciation and amortization	1,635	4,826	3,383
Camfaud [Member]
Revenue	5,143	5,815	10,728
EBITDA	1,587	133	2,849
Interest income (expense)	(490)	(458)	(1,070)
(Loss) income before income taxes	207	(1,963)	(222)
Depreciation and amortization	890	1,638	2,001
Eco-Pan [Member]
Revenue	2,629	4,088	6,655
EBITDA	388	1,581	2,954
Interest income (expense)
(Loss) income before income taxes	225	(291)	2,449
Depreciation and amortization	163	1,872	505
Corporate Segment [Member]
EBITDA	180	321	625
Interest income (expense)
(Loss) income before income taxes	155	283	564
Depreciation and amortization	25	38	61
Transaction costs	$ 30,562		$ 8

XML

Note 17 - Segment Reporting - Total Assets by Segment (Details) - USD ($) $ in Thousands	Jan. 31, 2019	Oct. 31, 2018
Total assets	$ 735,448	$ 370,144
Brundage-Bone [Member]
Total assets	501,010	277,937
Camfaud [Member]
Total assets	67,770	39,167
Eco-Pan [Member]
Total assets	142,240	32,781
Corporate Segment [Member]
Total assets	$ 24,428	$ 20,259

XML

Note 17 - Segment Reporting - Revenue and Long-Lived Assets by Geographical Areas (Details) - USD ($) $ in Thousands	1 Months Ended	2 Months Ended	3 Months Ended
	Dec. 05, 2018	Jan. 31, 2019	Jan. 31, 2018	Oct. 31, 2018
Revenue	$ 24,396	$ 33,970	$ 52,802
Long Lived Assets		228,140		$ 201,915
UNITED STATES
Revenue	19,253	28,155	42,074
Long Lived Assets		188,290		167,368
Non-US [Member]
Revenue	$ 5,143	5,815	$ 10,728
Long Lived Assets		$ 39,850		$ 34,547

XML

Note 18 - Related Party Transaction (Details Textual) - PGP Advisors, LLC [Member] - Management Services Agreement [Member] - USD ($)		1 Months Ended	3 Months Ended	24 Months Ended
	Sep. 01, 2019	Dec. 05, 2018	Jan. 31, 2018	Aug. 31, 2019
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party		$ 0	$ 1,100,000
Scenario, Forecast [Member]
Related Party Transaction, Amounts of Transaction, Annual Fee	$ 2,000,000			$ 4,000,000

XML

Note 19 - Subsequent Events (Details Textual)	Mar. 18, 2019 USD ($)
Capital Pumping LP and Affiliates [Member] | Subsequent Event [Member]
Business Combination, Consideration Transferred, Total	$ 129.20