Concrete Pumping Holdings, Inc 8-K, filed Mar 11, 2021
Concrete Pumping Holdings, Inc. (BBCP)
About this 8-K
Concrete Pumping Holdings, Inc filed this 8-K on March 11, 2021.
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES EXCHANGE ACT OF 1934
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(Former name or former address, if changed since last report)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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The
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Exhibit
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Description
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99.1
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Press Release dated March 11, 2021 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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CONCRETE PUMPING HOLDINGS, INC.
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By:
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/s/ Iain Humphries
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Name: Iain Humphries
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Title: Chief Financial Officer and Secretary
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Dated: March 11, 2021
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Exhibit 99.1
Concrete Pumping Holdings Reports Strong First Quarter Fiscal Year 2021 Results
DENVER, CO – March 11, 2021 – Concrete Pumping Holdings, Inc. (Nasdaq: BBCP) (the “Company” or “CPH”), a leading provider of concrete pumping and waste management services in the U.S. and U.K., reported financial results for its first quarter of fiscal year 2021 ended January 31, 2021.
First Quarter Fiscal Year 2021 Summary vs. First Quarter of Fiscal Year 2020 (where applicable)
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Revenue was $70.4 million compared to $73.9 million. |
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Gross margin was 42.4% compared to 43.5%. |
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Net loss available to common shareholders was $12.8 million or $(0.24) per diluted share, compared to a net loss attributable to common shareholders of $3.2 million or $(0.06) per diluted share. Net loss in 2021 included a $15.5 million loss on extinguishment of debt related to the January 2021 refinancing. |
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Adjusted EBITDA1 was $22.4 million compared to $23.8 million, with adjusted EBITDA margin of 31.7% compared to 32.2%. |
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Amounts outstanding under debt agreements was $382.7 million with net debt² of $380.4 million. Total available liquidity was $118.4 million as of January 31, 2021 compared to $59.3 million as of October 31, 2020. |
Management Commentary
“Our first quarter performance continues to highlight our business’ resilience and operational strength,” said Bruce Young, CEO of Concrete Pumping Holdings. “We executed to our plan of taking market share in a large and growing, yet highly fragmented, market. This is due to our scale, diversified regional exposure and highly variable cost structure. Our strong relative financial performance in the quarter was driven by the continuation of a healthy residential construction market, as well as an acceleration in infrastructure projects. We look forward to our commercial business recovering in the second half of this year as measures taken to move past the pandemic are more fully implemented.
“During the quarter, we also leveraged our financial strength and healthy capital markets to refinance our debt. The transaction allowed us to improve our liquidity and lock in more favorable interest rates for the next five years. By further strengthening our balance sheet and reducing our cost of debt, we have enhanced our ability to pursue strategic M&A and other accretive investment opportunities and support our overall long-term growth strategy, and we are making great progress on this front. We are pleased with the continued support of our investors and remain committed to executing our strategic priorities and maximizing shareholder value throughout fiscal 2021 and beyond.”
1 Adjusted EBITDA and Adjusted EBITDA margin are financial measures that are not calculated in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”). See “Non-GAAP Financial Measures” below for a discussion of the definition of Adjusted EBITDA and a reconciliation to the most comparable GAAP measure.
2 Net debt is a non-GAAP financial measure. See Non-GAAP Financial Measures below for a discussion of the definition of net debt and a reconciliation to its most comparable GAAP measure.
First Quarter Fiscal Year 2021 Financial Results
Revenue in the first quarter of fiscal year 2021 was $70.4 million compared to $73.9 million in the first quarter of fiscal year 2020. The slight decrease was driven by lingering COVID-19-related impacts across the Company’s U.K. and certain U.S. markets.
Gross profit in the first quarter of fiscal year 2021 was $29.9 million compared to $32.1 million in the year-ago quarter. Gross margin was 42.4% compared to 43.5% in the prior year quarter. The decrease in gross margin was due to the lower revenue and the timing of insurance expenses.
G&A expenses for the fiscal 2021 first quarter were $22.4 million, an improvement of $4.2 million from $26.6 million in the fiscal 2020 first quarter. As a percent of revenue, G&A expenses were 31.8% for the fiscal 2021 first quarter compared to 36.0% in the fiscal 2020 first quarter. The decrease was largely due to lower amortization of intangible assets expense of $1.7 million and lower stock-based compensation expense of $0.8 million. The remaining decline was mostly driven by year-over-year benefit from various cost-containment measures put in place as a result of COVID-19. Excluding amortization of intangible assets and stock-based compensation expense, G&A expenses were down $1.7 million year-over-year.
Net loss attributable to common shareholders in the first quarter of fiscal year 2021 was $12.8 million or $(0.24) per diluted share, compared to a net loss of $3.2 million or $(0.06) per diluted share in the prior year quarter. The primary driver of the higher net loss was a $15.5 million loss on extinguishment of debt recorded in the fiscal 2021 first quarter due to the January 2021 refinancing.
Adjusted EBITDA in the first quarter of fiscal year 2021 was $22.4 million compared with $23.8 million in the year-ago quarter. Adjusted EBITDA margin was 31.7% compared to 32.2% in the year-ago quarter, with the slight decline mainly due to the decline in revenues given the impact of COVID-19.
Closing of Senior Secured Second Lien Notes Offering and Upsizing of Asset Based Lending Facility
On January 28, 2021, the Company (1) closed on a private offering of $375.0 million in aggregate principal amount of senior secured second lien notes due 2026, (2) amended and restated its existing ABL Facility to provide up to $125.0 million (previously $60.0 million) of commitments and (3) repaid all outstanding indebtedness under the Company's then-existing term loan agreement, dated December 6, 2018. The $15.5 million in debt extinguishment costs incurred relate to the write-off of all unamortized deferred debt issuance costs that were related to the term loan. The Senior Notes and amended ABL Facility extended debt maturities to February 1, 2026 and January 28, 2026, respectively.
Liquidity
On January 31, 2021, the Company had debt outstanding of $382.7 million, net debt of $380.4 million and total available liquidity of $118.4 million.
Segment Results
U.S. Concrete Pumping. Revenue in the first quarter of fiscal 2021 was $52.3 million compared to $55.1 million in the year-ago quarter. The decrease was driven by COVID-19-related declines in certain markets, which offset modest organic growth across other markets. Net loss in the first quarter was $12.7 million compared to a net loss of $2.5 million in the prior year quarter primarily due to debt extinguishment costs discussed above. Adjusted EBITDA was $15.3 million compared to $16.8 million in the year-ago quarter. The decline was primarily due to the decline in revenue.
U.K. Operations. Revenue in the first quarter of fiscal 2021 was $9.8 million compared to $10.7 million in the year-ago quarter. The decline was attributable to the continued impacts of COVID-19 throughout the region. Net loss in the first quarter improved to $0.5 million compared to a net loss of $0.9 million in the prior year fourth quarter. Adjusted EBITDA improved 5% to $2.7 million compared to $2.6 million in the year-ago quarter. Cost-containment measures put in place due the pandemic drove the increase despite the revenue decline.
U.S. Concrete Waste Management Services. Revenue in the first quarter of fiscal 2021 increased 2% to $8.4 million compared to $8.3 million in the year-ago quarter. The increase was due to organic growth, pricing improvements and new product offerings. Net income in the first quarter improved to $0.6 million from net income of $0.4 million in the prior year first quarter. Adjusted EBITDA in the first fiscal quarter was relatively flat at $3.7 million compared to $3.8 million over the year-ago quarter.
Fiscal Year 2021 Outlook
The Company continues to expect fiscal year 2021 revenue to range between $300.0 million to $310.0 million, Adjusted EBITDA to range between $105.0 million to $110.0 million, and free cash flow3 to range between $47.5 million and $52.5 million. The midpoint of the Company's free cash flow outlook implies a 14% yield to its current market capitalization of approximately $350 million.
Conference Call
The Company will hold a conference call today at 5:00 p.m. Eastern time to discuss its first quarter 2021 results.
Date: Thursday, March 11, 2021
Time: 5:00 p.m. Eastern time (3:00 p.m. Mountain time)
Toll-free dial-in number: 1-877-407-9039
International dial-in number: 1-201-689-8470
Conference ID: 13716974
Please call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Gateway Investor Relations at 1-949-574-3860.
The conference call will be broadcast live and available for replay here and via the investor relations section of the Company’s website at www.concretepumpingholdings.com.
A replay of the conference call will be available after 8:00 p.m. Eastern time on the same day through April 1, 2021.
Toll-free replay number: 1-844-512-2921
International replay number: 1-412-317-6671
Replay ID: 13716974
About Concrete Pumping Holdings
Concrete Pumping Holdings is the leading provider of concrete pumping services and concrete waste management services in the fragmented U.S. and U.K. markets, primarily operating under what we believe are the only established, national brands in both geographies – Brundage-Bone for concrete pumping in the U.S., Camfaud in the U.K., and Eco-Pan for waste management services in both the U.S. and U.K. The Company’s large fleet of specialized pumping equipment and trained operators position it to deliver concrete placement solutions that facilitate labor cost savings to customers, shorten concrete placement times, enhance worksite safety and improve construction quality. Highly complementary to its core concrete pumping service, Eco-Pan seeks to provide a full-service, cost-effective, regulatory-compliant solution to manage environmental issues caused by concrete washout. As of October 31, 2020, the Company provided concrete pumping services in the U.S. from a footprint of approximately 90 locations across 22 states, concrete pumping services in the U.K. from approximately 30 locations, and route-based concrete waste management services from 16 locations in the U.S. and 1 shared location in the U.K. For more information, please visit http://www.concretepumpingholdings.com or the Company’s brand websites at http://www.brundagebone.com, http://www.camfaud.co.uk, or http://www.eco-pan.com/.
3 Free cash flow is defined as Adjusted EBITDA less net capital expenditures less cash paid for interest.
Forward‐Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The Company’s actual results may differ from expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” “outlook” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the Company’s expectations with respect to future performance, including the Company's fiscal year 2021 outlook. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside the Company’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: the impacts of the COVID-19 pandemic and related economic conditions on the Company; the outcome of any legal proceedings or demand letters that may be instituted against or sent to the Company or its subsidiaries; the ability of the Company to grow and manage growth profitably and retain its key employees; the ability to realize the expected benefits from the acquisition of Capital Pumping; changes in applicable laws or regulations; the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; and other risks and uncertainties indicated from time to time in the Company’s filings with the Securities and Exchange Commission, including the risk factors in the Company's latest Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. The Company cautions that the foregoing list of factors is not exclusive. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
Non-GAAP Financial Measures
Adjusted EBITDA is a financial measure that is not calculated in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”). The Company believes that this non-GAAP financial measure provides useful information to management and investors regarding certain financial and business trends relating to the Company’s financial condition and results of operations. The Company’s management also uses this non-GAAP financial measure to compare the Company’s performance to that of prior periods for trend analyses, determining incentive compensation and for budgeting and planning purposes. Adjusted EBITDA is also used in quarterly and annual financial reports prepared for the Company’s board of directors. The Company believes that this non-GAAP measure provides an additional tool for investors to use in evaluating the Company’s ongoing operating results and in comparing the Company’s financial results with competitors who also present similar non-GAAP financial measures.
Adjusted EBITDA is defined as net income calculated in accordance with GAAP plus interest expense, income taxes, depreciation, amortization, transaction expenses, loss on debt extinguishment, stock-based compensation, other income, net, and other adjustments. Adjusted EBITDA is not pro forma for acquisitions. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by total revenue for the period presented. See below for a reconciliation of Adjusted EBITDA to net income (loss) calculated in accordance with GAAP.
Net debt is calculated as all amounts outstanding under debt agreements (currently this includes the Company’s term loan and revolving line of credit balances, excluding any offsets for capitalized deferred financing costs) measured in accordance with GAAP less cash. Cash is subtracted from the GAAP measure because it could be used to reduce the Company’s debt obligations. A limitation associated with using net debt is that it subtracts cash and therefore may imply that there is less Company debt than the most comparable GAAP measure indicates. CPH believes this non-GAAP measure provides useful information to management and investors in order to monitor the Company’s leverage and evaluate the Company’s consolidated balance sheet. See “Non-GAAP Measures (Reconciliation of Net Debt)” below for a reconciliation of Net Debt to amounts outstanding under debt agreements calculated in accordance with GAAP.
Free cash flow is defined as Adjusted EBITDA less net capital expenditures and cash paid for interest. This measure is not a substitute for cash flow from operations and does not represent the residual cash flow available for discretionary expenditures, since certain non-discretionary expenditures, such as debt servicing payments, are not deducted from the measure. CPH believes this non-GAAP measure provides useful information to management and investors in order to monitor and evaluate the cash flow yield of the business.
The financial statement tables that accompany this press release include a reconciliation of Adjusted EBITDA and Net Debt to the applicable most comparable U.S. GAAP financial measure. However, the Company has not reconciled the forward-looking Adjusted EBITDA guidance range and free cash flow range included in this press release to the most directly comparable forward-looking GAAP measures because this cannot be done without unreasonable effort due to the lack of predictability regarding the various reconciling items such as provision for income taxes and depreciation and amortization.
Current and prospective investors should review the Company’s audited annual and unaudited interim financial statements, which are filed with the U.S. Securities and Exchange Commission, and not rely on any single financial measure to evaluate the Company’s business. Other companies may calculate Adjusted EBITDA, net debt and free cash flow differently and therefore these measures may not be directly comparable to similarly titled measures of other companies.
As a result of the business combination between our predecessor, Industrea Acquisition Corp., and the private operating company formerly called Concrete Pumping Holdings, Inc. (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 Business Combination closing date (labeled “Predecessor”) and the period including and after that date (labeled “Successor”). The Business Combination 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. As the underlying business and 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 has combined the fiscal year 2019 results of the Predecessor and Successor periods for comparability in certain tables below. 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 fiscal year 2019.
Contact:
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Company: Iain Humphries Chief Financial Officer 1-303-289-7497 |
Investor Relations: Gateway Investor Relations Cody Slach 1-949-574-3860 BBCP@gatewayir.com |
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Concrete Pumping Holdings, Inc. |
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Consolidated Balance Sheets |
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January 31, |
October 31, |
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(in thousands, except per share amounts) |
2021 |
2020 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
$ | 2,273 | $ | 6,736 | ||||
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Trade receivables, net |
39,179 | 44,343 | ||||||
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Inventory |
4,715 | 4,630 | ||||||
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Income taxes receivable |
1,427 | 1,602 | ||||||
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Prepaid expenses and other current assets |
8,082 | 2,694 | ||||||
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Total current assets |
55,676 | 60,005 | ||||||
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Property, plant and equipment, net |
304,633 | 304,254 | ||||||
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Intangible assets, net |
178,000 | 183,839 | ||||||
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Goodwill |
224,776 | 223,154 | ||||||
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Other non-current assets |
741 | 1,753 | ||||||
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Deferred financing costs |
2,197 | 753 | ||||||
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Total assets |
$ | 766,023 | $ | 773,758 | ||||
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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Current liabilities: |
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Revolving loan |
$ | 7,687 | $ | 1,741 | ||||
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Term loans, current portion |
- | 20,888 | ||||||
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Current portion of capital lease obligations |
98 | 97 | ||||||
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Accounts payable |
5,586 | 6,587 | ||||||
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Accrued payroll and payroll expenses |
10,950 | 13,065 | ||||||
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Accrued expenses and other current liabilities |
15,526 | 18,879 | ||||||
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Income taxes payable |
465 | 1,055 | ||||||
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Total current liabilities |
40,312 | 62,312 | ||||||
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Long term debt, net of discount for deferred financing costs |
368,040 | 343,906 | ||||||
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Capital lease obligations, less current portion |
356 | 380 | ||||||
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Deferred income taxes |
65,621 | 68,019 | ||||||
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Total liabilities |
474,329 | 474,617 | ||||||
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Zero-dividend convertible perpetual preferred stock, $0.0001 par value, 2,450,980 shares issued and outstanding as of January 31, 2021 and October 31, 2020 |
25,000 | 25,000 | ||||||
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Stockholders' equity |
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Common stock, $0.0001 par value, 500,000,000 shares authorized, 56,470,594 and 56,463,992 issued and outstanding as of January 31, 2021 and October 31, 2020, respectively |
6 | 6 | ||||||
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Additional paid-in capital |
362,615 | 361,943 | ||||||
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Treasury stock |
(461 | ) | (131 | ) | ||||
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Accumulated other comprehensive income |
3,895 | (606 | ) | |||||
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(Accumulated deficit) retained earnings |
(99,361 | ) | (87,071 | ) | ||||
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Total stockholders' equity |
266,694 | 274,141 | ||||||
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Total liabilities and stockholders' equity |
$ | 766,023 | $ | 773,758 | ||||
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Concrete Pumping Holdings, Inc. |
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Consolidated Statements of Operations |
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Three Months Ended |
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(in thousands, except share and per share amounts) |
January 31, 2021 | January 31, 2020 | ||||||
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Revenue |
$ | 70,421 | $ | 73,939 | ||||
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Cost of operations |
40,558 | 41,791 | ||||||
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Gross profit |
29,863 | 32,148 | ||||||
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Gross margin |
42.4 | % | 43.5 | % | ||||
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General and administrative expenses |
22,388 | 26,607 | ||||||
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Transaction costs |
29 | - | ||||||
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Income from operations |
7,446 | 5,541 | ||||||
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Interest expense, net |
(6,900 | ) | (9,503 | ) | ||||
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Loss on extinguishment of debt |
(15,510 | ) | - | |||||
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Other income, net |
26 | 69 | ||||||
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Loss before income taxes |
(14,938 | ) | (3,893 | ) | ||||
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Income tax benefit |
(2,648 | ) | (1,147 | ) | ||||
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Net loss |
(12,290 | ) | (2,746 | ) | ||||
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Less preferred shares dividends |
(507 | ) | (473 | ) | ||||
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Less undistributed earnings allocated to preferred shares |
- | - | ||||||
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Net loss available to common shareholders |
$ | (12,797 | ) | $ | (3,219 | ) | ||
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Weighted average common shares outstanding |
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Basic |
53,146,103 | 52,629,214 | ||||||
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Diluted |
53,146,103 | 52,629,214 | ||||||
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Net (loss) income per common share |
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Basic |
$ | (0.24 | ) | $ | (0.06 | ) | ||
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Diluted |
$ | (0.24 | ) | $ | (0.06 | ) | ||
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Concrete Pumping Holdings, Inc. |
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Consolidated Statements of Cash Flows |
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Three Months Ended |
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(in thousands, except per share amounts) |
January 31, 2021 | January 31, 2020 | ||||||
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Net income (loss) |
$ | (12,290 | ) | $ | (2,746 | ) | ||
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation |
6,925 | 6,492 | ||||||
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Deferred income taxes |
(2,855 | ) | (645 | ) | ||||
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Amortization of deferred financing costs |
961 | 1,044 | ||||||
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Amortization of debt premium |
- | - | ||||||
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Amortization of intangible assets |
6,913 | 8,593 | ||||||
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Stock-based compensation expense |
672 | 1,467 | ||||||
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Loss on extinguishment of debt |
15,510 | - | ||||||
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Net (loss) gain on the sale of property, plant and equipment |
(593 | ) | (281 | ) | ||||
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Payment of contingent consideration in excess of amounts established in purchase accounting |
- | (537 | ) | |||||
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Net changes in operating assets and liabilities (net of acquisitions): |
- | - | ||||||
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Trade receivables, net |
5,656 | 5,207 | ||||||
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Inventory |
(10 | ) | (549 | ) | ||||
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Prepaid expenses and other current assets |
(4,287 | ) | (5,771 | ) | ||||
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Income taxes payable, net |
(512 | ) | (558 | ) | ||||
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Accounts payable |
(1,157 | ) | 393 | |||||
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Accrued payroll, accrued expenses and other current liabilities |
(2,353 | ) | (10,295 | ) | ||||
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Net cash provided by operating activities |
12,580 | 1,814 | ||||||
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Cash flows from investing activities: |
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Purchases of property, plant and equipment |
(9,434 | ) | (17,410 | ) | ||||
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Proceeds from sale of property, plant and equipment |
1,894 | 1,718 | ||||||
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Net cash used in investing activities |
(7,540 | ) | (15,692 | ) | ||||
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Cash flows from financing activities: |
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Proceeds on long term debt |
375,000 | - | ||||||
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Payments on long term debt |
(381,206 | ) | (5,222 | ) | ||||
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Proceeds on revolving loan |
80,945 | 84,460 | ||||||
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Payments on revolving loan |
(75,122 | ) | (69,748 | ) | ||||
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Payment of debt issuance costs |
(8,464 | ) | - | |||||
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Payments on capital lease obligations |
(23 | ) | (22 | ) | ||||
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Purchase of treasury stock |
(330 | ) | (131 | ) | ||||
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Payment of contingent consideration established in purchase accounting |
- | (1,183 | ) | |||||
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Net cash provided by (used in) financing activities |
(9,200 | ) | 8,154 | |||||
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Effect of foreign currency exchange rate on cash |
(304 | ) | 887 | |||||
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Net decrease in cash and cash equivalents |
(4,464 | ) | (4,837 | ) | ||||
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Cash and cash equivalents: |
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Beginning of period |
6,736 | 7,473 | ||||||
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End of period |
$ | 2,272 | $ | 2,636 | ||||
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Concrete Pumping Holdings, Inc. |
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Segment Revenue |
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Three Months Ended |
Change |
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(in thousands) |
January 31, 2021 | January 31, 2020 | $ |
% |
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U.S. Concrete Pumping |
$ | 52,316 | $ | 55,105 | $ | (2,789 | ) | -5.1 | % | |||||||
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U.K. Operations |
9,780 | 10,685 | (905 | ) | -8.5 | % | ||||||||||
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U.S. Concrete Waste Management Services |
8,422 | 8,283 | 139 | 1.7 | % | |||||||||||
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Corporate |
625 | 625 | - | 0.0 | % | |||||||||||
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Intersegment |
(722 | ) | (759 | ) | 37 | -4.9 | % | |||||||||
| $ | 70,421 | $ | 73,939 | $ | (3,518 | ) | -4.8 | % | ||||||||
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Concrete Pumping Holdings, Inc. |
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Segment Adjusted EBITDA and Net Income (Loss) |
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Net Income (Loss) |
Adjusted EBITDA |
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Three Months Ended |
Three Months Ended |
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(in thousands, except percentages) |
January 31, 2021 | January 31, 2020 | January 31, 2021 | January 31, 2020 |
$ Change |
% Change |
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U.S. Concrete Pumping |
$ | (12,676 | ) | $ | (2,487 | ) | $ | 15,287 | $ | 16,847 | $ | (1,560 | ) | -9.3 | % | |||||||||
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U.K. Operations |
(532 | ) | (893 | ) | 2,746 | 2,612 | 134 | 5.1 | % | |||||||||||||||
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U.S. Concrete Waste Management Services |
616 | 366 | 3,700 | 3,750 | (50 | ) | -1.3 | % | ||||||||||||||||
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Corporate |
302 | 268 | 625 | 625 | - | 0.0 | % | |||||||||||||||||
| $ | (12,290 | ) | $ | (2,746 | ) | $ | 22,358 | $ | 23,834 | $ | (1,476 | ) | -6.2 | % | ||||||||||
|
Concrete Pumping Holdings, Inc. |
|
Quarterly Financial Performance |
|
(dollars in millions) |
Revenue |
Net Income (loss) |
Adjusted EBITDA1 |
Capital Expenditures |
Adjusted EBITDA less Capital Expenditures |
|||||||||||||||
|
Q1 2017 |
$ | 46 | $ | (6 | ) | $ | 14 | $ | 4 | $ | 9 | |||||||||
|
Q2 2017 |
$ | 51 | $ | 3 | $ | 16 | $ | 3 | $ | 13 | ||||||||||
|
Q3 2017 |
$ | 55 | $ | 4 | $ | 18 | $ | 1 | $ | 18 | ||||||||||
|
Q4 2017 |
$ | 60 | $ | 1 | $ | 20 | $ | 14 | $ | 6 | ||||||||||
|
Q1 2018 |
$ | 53 | $ | 18 | $ | 16 | $ | 7 | $ | 9 | ||||||||||
|
Q2 2018 |
$ | 56 | $ | 5 | $ | 18 | $ | 1 | $ | 17 | ||||||||||
|
Q3 2018 |
$ | 66 | $ | 5 | $ | 22 | $ | 11 | $ | 11 | ||||||||||
|
Q4 2018 |
$ | 68 | $ | 1 | $ | 22 | $ | 9 | $ | 13 | ||||||||||
|
Q1 2019 |
$ | 58 | $ | (26 | ) | $ | 17 | $ | 11 | $ | 6 | |||||||||
|
Q2 2019 |
$ | 62 | $ | (10 | ) | $ | 18 | $ | 13 | $ | 5 | |||||||||
|
Q3 2019 |
$ | 79 | $ | 3 | $ | 31 | $ | 4 | $ | 27 | ||||||||||
|
Q4 2019 |
$ | 84 | $ | 1 | $ | 30 | $ | 5 | $ | 25 | ||||||||||
|
Q1 2020 |
$ | 74 | $ | (3 | ) | $ | 24 | $ | 20 | $ | 4 | |||||||||
|
Q2 2020 |
$ | 74 | $ | (59 | ) | $ | 24 | $ | 4 | $ | 20 | |||||||||
|
Q3 2020 |
$ | 77 | $ | 3 | $ | 30 | $ | 6 | $ | 24 | ||||||||||
|
Q4 2020 |
$ | 79 | $ | (2 | ) | $ | 30 | $ | 6 | $ | 24 | |||||||||
|
Q1 2021 |
$ | 70 | $ | (12 | ) | $ | 22 | $ | 8 | $ | 15 | |||||||||
¹ Adjusted EBITDA is a financial measure that is not calculated in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”). See “Non-GAAP Financial Measures” below for a discussion of the definition of this measure and reconciliation of such measure to its most comparable GAAP measure.
|
Concrete Pumping Holdings, Inc. |
|
Reconciliation of Net Income (Loss) to Reported EBITDA to Adjusted EBITDA |
|
Predecessor |
||||||||||||||||||||||||||||||||||||
|
(dollars in thousands) |
Q1 2017 |
Q2 2017 |
Q3 2017 |
Q4 2017 |
Q1 2018 |
Q2 2018 |
Q3 2018 |
Q4 2018 |
November 1, 2018 |
|||||||||||||||||||||||||||
|
Consolidated |
||||||||||||||||||||||||||||||||||||
|
Net income (loss) |
$ | (6,296 | ) | $ | 2,556 | $ | 3,923 | $ | 730 | $ | 17,558 | $ | 4,610 | $ | 4,825 | $ | 1,389 | $ | (22,575 | ) | ||||||||||||||||
|
Interest expense, net |
6,386 | 6,095 | 5,456 | 4,811 | 5,087 | 5,126 | 5,477 | 5,735 | 1,644 | |||||||||||||||||||||||||||
|
Income tax expense (benefit) |
646 | 592 | 1,822 | 697 | (13,544 | ) | 1,211 | 1,701 | 848 | (4,192 | ) | |||||||||||||||||||||||||
|
Depreciation and amortization |
6,229 | 5,919 | 6,390 | 8,616 | 6,110 | 6,293 | 6,150 | 7,070 | 2,713 | |||||||||||||||||||||||||||
|
EBITDA |
6,965 | 15,162 | 17,591 | 14,854 | 15,211 | 17,240 | 18,153 | 15,042 | (22,410 | ) | ||||||||||||||||||||||||||
|
Transaction expenses |
5,304 | - | (465 | ) | (349 | ) | 8 | 1,117 | 1,395 | 5,070 | 14,167 | |||||||||||||||||||||||||
|
Loss on debt extinguishment |
- | 213 | 279 | 4,669 | - | - | - | - | 16,395 | |||||||||||||||||||||||||||
|
Stock based compensation |
- | - | - | - | 93 | 94 | 94 | - | - | |||||||||||||||||||||||||||
|
Other expense (income) |
(39 | ) | (32 | ) | (19 | ) | (84 | ) | (12 | ) | (8 | ) | (14 | ) | (21 | ) | (6 | ) | ||||||||||||||||||
|
Goodwill and intangibles impairment |
- | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
|
Other adjustments |
1,172 | 1,108 | 1,051 | 985 | 1,324 | (471 | ) | 2,674 | 2,161 | 1,442 | ||||||||||||||||||||||||||
|
Adjusted EBITDA |
$ | 13,402 | $ | 16,451 | $ | 18,437 | $ | 20,075 | $ | 16,624 | $ | 17,972 | $ | 22,302 | $ | 22,252 | $ | 9,588 | ||||||||||||||||||
|
Successor |
S&P Combined (non-GAAP) |
Successor |
||||||||||||||||||||||||||||||||||||||
|
(dollars in thousands) |
December 6, 2018 |
Q1 2019 |
Q2 2019 |
Q3 2019 |
Q4 2019 |
Q1 2020 |
Q2 2020 |
Q3 2020 |
Q4 2020 |
Q1 2021 |
||||||||||||||||||||||||||||||
|
Consolidated |
||||||||||||||||||||||||||||||||||||||||
|
Net income (loss) |
$ | (9,912 | ) | $ | (26,205 | ) | $ | (9,645 | ) | $ | 2,762 | $ | 601 | $ | (2,746 | ) | $ | (58,968 | ) | $ | 2,981 | $ | (2,257 | ) | $ | (12,290 | ) | |||||||||||||
|
Interest expense, net |
34,880 | 7,236 | 9,318 | 9,843 | 10,127 | 9,503 | 8,765 | 8,364 | 7,777 | 6,900 | ||||||||||||||||||||||||||||||
|
Income tax expense (benefit) |
(3,303 | ) | (6,957 | ) | 1,572 | (1,922 | ) | (188 | ) | (1,147 | ) | (2,221 | ) | (462 | ) | (1,147 | ) | (2,648 | ) | |||||||||||||||||||||
|
Depreciation and amortization |
52,652 | 11,087 | 12,132 | 16,477 | 15,669 | 15,085 | 15,076 | 14,665 | 16,827 | 13,838 | ||||||||||||||||||||||||||||||
|
EBITDA |
74,317 | (14,839 | ) | 13,377 | 27,160 | 26,209 | 20,695 | (37,348 | ) | 25,548 | 21,200 | 5,800 | ||||||||||||||||||||||||||||
|
Transaction expenses |
1,521 | 14,167 | 1,282 | 176 | 63 | - | - | - | - | 29 | ||||||||||||||||||||||||||||||
|
Loss on debt extinguishment |
- | 16,395 | - | - | - | - | - | - | - | 15,510 | ||||||||||||||||||||||||||||||
|
Stock based compensation |
3,619 | - | 361 | 1,625 | 1,633 | 1,467 | 1,383 | 1,357 | 7,247 | 672 | ||||||||||||||||||||||||||||||
|
Other expense (income) |
(47 | ) | (17 | ) | (20 | ) | (28 | ) | 12 | (69 | ) | (33 | ) | (36 | ) | (31 | ) | (26 | ) | |||||||||||||||||||||
|
Goodwill and intangibles impairment |
- | - | - | - | - | - | 57,944 | - | - | - | ||||||||||||||||||||||||||||||
|
Other adjustments |
6,496 | 1,442 | 3,234 | 1,627 | 1,635 | 1,741 | 1,569 | 3,169 | 1,498 | 373 | ||||||||||||||||||||||||||||||
|
Adjusted EBITDA |
$ | 85,906 | $ | 17,148 | $ | 18,234 | $ | 30,560 | $ | 29,552 | $ | 23,834 | $ | 23,515 | $ | 30,038 | $ | 29,914 | $ | 22,358 | ||||||||||||||||||||
|
Concrete Pumping Holdings, Inc. |
|
Reconciliation of Net Income (Loss) to Reported EBITDA to Adjusted EBITDA |
|
Three Months Ended |
||||||||
|
(dollars in thousands) |
January 31, 2021 |
January 31, 2020 |
||||||
|
Consolidated |
||||||||
|
Net income (loss) |
$ | (12,290 | ) | $ | (2,746 | ) | ||
|
Interest expense, net |
6,900 | 9,503 | ||||||
|
Income tax expense (benefit) |
(2,648 | ) | (1,147 | ) | ||||
|
Depreciation and amortization |
13,838 | 15,085 | ||||||
|
EBITDA |
5,800 | 20,695 | ||||||
|
Transaction expenses |
29 | - | ||||||
|
Loss on debt extinguishment |
15,510 | - | ||||||
|
Stock based compensation |
672 | 1,467 | ||||||
|
Other expense (income) |
(26 | ) | (69 | ) | ||||
|
Other adjustments |
373 | 1,741 | ||||||
|
Adjusted EBITDA |
$ | 22,358 | $ | 23,834 | ||||
|
U.S. Concrete Pumping |
||||||||
|
Net income (loss) |
$ | (12,676 | ) | $ | (2,487 | ) | ||
|
Interest expense, net |
6,123 | 8,732 | ||||||
|
Income tax expense (benefit) |
(2,822 | ) | (1,387 | ) | ||||
|
Depreciation and amortization |
9,271 | 10,004 | ||||||
|
EBITDA |
(104 | ) | 14,862 | |||||
|
Transaction expenses |
29 | - | ||||||
|
Loss on debt extinguishment |
15,510 | - | ||||||
|
Stock based compensation |
672 | 1,467 | ||||||
|
Other expense (income) |
(12 | ) | (10 | ) | ||||
|
Other adjustments |
(808 | ) | 528 | |||||
|
Adjusted EBITDA |
$ | 15,287 | $ | 16,847 | ||||
|
U.K. Operations |
||||||||
|
Net income (loss) |
$ | (532 | ) | $ | (893 | ) | ||
|
Interest expense, net |
777 | 771 | ||||||
|
Income tax expense (benefit) |
(177 | ) | (115 | ) | ||||
|
Depreciation and amortization |
2,011 | 2,195 | ||||||
|
EBITDA |
2,079 | 1,958 | ||||||
|
Transaction expenses |
- | - | ||||||
|
Loss on debt extinguishment |
- | - | ||||||
|
Stock based compensation |
- | - | ||||||
|
Other expense (income) |
(14 | ) | (59 | ) | ||||
|
Other adjustments |
681 | 713 | ||||||
|
Adjusted EBITDA |
$ | 2,746 | $ | 2,612 | ||||
|
U.S. Concrete Waste Management Services |
||||||||
|
Net income (loss) |
$ | 616 | $ | 366 | ||||
|
Interest expense, net |
- | - | ||||||
|
Income tax expense (benefit) |
236 | 205 | ||||||
|
Depreciation and amortization |
2,348 | 2,679 | ||||||
|
EBITDA |
3,200 | 3,250 | ||||||
|
Transaction expenses |
- | - | ||||||
|
Loss on debt extinguishment |
- | - | ||||||
|
Stock based compensation |
- | - | ||||||
|
Other expense (income) |
- | - | ||||||
|
Other adjustments |
500 | 500 | ||||||
|
Adjusted EBITDA |
$ | 3,700 | $ | 3,750 | ||||
|
Corporate |
||||||||
|
Net income (loss) |
$ | 302 | $ | 268 | ||||
|
Interest expense, net |
- | - | ||||||
|
Income tax expense (benefit) |
115 | 150 | ||||||
|
Depreciation and amortization |
208 | 207 | ||||||
|
EBITDA |
625 | 625 | ||||||
|
Transaction expenses |
- | - | ||||||
|
Loss on debt extinguishment |
- | - | ||||||
|
Stock based compensation |
- | - | ||||||
|
Other expense (income) |
- | - | ||||||
|
Other adjustments |
- | - | ||||||
|
Adjusted EBITDA |
$ | 625 | $ | 625 | ||||
|
Concrete Pumping Holdings, Inc. |
|
Reconciliation of Net Debt |
|
January 31, |
April 30, |
July 31, |
October 31, |
January 31, |
Change in Net |
|||||||||||||||||||
|
(in thousands) |
2020 |
2020 |
2020 |
2020 |
2021 |
Debt Q4'20 to Q1'21 |
||||||||||||||||||
|
Term loan outstanding |
396,871 | 391,650 | 386,427 | 381,205 | - | (381,205 | ) | |||||||||||||||||
|
Senior Notes |
375,000 | 375,000 | ||||||||||||||||||||||
|
Revolving loan draws outstanding |
38,661 | 39,211 | 12,990 | 1,741 | 7,687 | 5,946 | ||||||||||||||||||
|
Less: Cash |
(2,636 | ) | (18,048 | ) | (4,131 | ) | (6,736 | ) | (2,273 | ) | 4,463 | |||||||||||||
|
Net debt |
432,896 | 412,813 | 395,286 | 376,210 | 380,414 | 4,204 | ||||||||||||||||||