|
Delaware
|
| |
1771
|
| |
83-1779605
|
|
|
(State or other jurisdiction of
incorporation or organization) |
| |
(Primary Standard Industrial
Classification Code Number) |
| |
(I.R.S. Employer
Identification Number) |
|
|
Joel L. Rubinstein
Elliott M. Smith Winston & Strawn LLP 200 Park Avenue New York, New York 10166 (212) 294-6700 |
| |
Steven B. Stokdyk
Latham & Watkins LLP 355 South Grand Avenue Los Angeles, California 90071 (213) 485-1234 |
|
|
☐
Large accelerated filer
|
| |
☐
Accelerated filer
|
|
|
☒
Non-accelerated filer
|
| |
☐
Smaller reporting company
|
|
| | | |
☒
Emerging growth company
|
|
|
☐
Exchange Act Rule 13e-4(i)
(Cross-Border Issuer Tender Offer)
|
| |
☐
Exchange Act Rule 14d-1(d)
(Cross-Border Third-Party Tender Offer)
|
|
CALCULATION OF REGISTRATION FEE
|
| ||||||||||||||||||||||||
Title of Each Class of Securities to be Registered
|
| |
Amount to be
Registered |
| |
Proposed
Maximum Offering Price Per Share |
| |
Proposed
Maximum Aggregate Offering Price |
| |
Amount of
Registration Fee (5) |
| ||||||||||||
Shares of common stock, par value $0.0001 per share
(1)
|
| | | | 40,386,709 | | | | | $ | 9.97 (3) | | | | | $ | 402,655,491.22 (3) | | | | | $ | 50,130.61 | | |
Shares of common stock underlying warrants
(2)
|
| | | | 23,000,000 | | | | | $ | 11.50 (4) | | | | | $ | 264,500,000 | | | | | $ | 32,930.25 | | |
Total
|
| | | | | | | | | | | | | | | $ | 667,155,491.22 | | | | | $ | 83,060.86 | | |
| | | | | 1 | | | |
| | | | | 6 | | | |
| | | | | 7 | | | |
| | | | | 13 | | | |
| | | | | 27 | | | |
| | | | | 46 | | | |
| | | | | 47 | | | |
| | | | | 49 | | | |
| | | | | 51 | | | |
| | | | | 81 | | | |
| | | | | 89 | | | |
| | | | | 101 | | | |
| | | | | 102 | | | |
| | | | | 162 | | | |
| | | | | 164 | | | |
| | | | | 166 | | | |
| | | | | 167 | | | |
| | | | | 173 | | | |
| | | | | 174 | | | |
| | | | | 191 | | | |
| | | | | 197 | | | |
| | | | | 216 | | | |
| | | | | 247 | | | |
| | | | | 253 | | | |
| | | | | 261 | | | |
| | | | | 265 | | | |
| | | | | 267 | | | |
| | | | | 271 | | | |
| | | | | 279 | | | |
| | | | | 288 | | | |
| | | | | 290 | | | |
| | | | | 290 | | | |
| | | | | 290 | | | |
| | | | | 290 | | | |
| | | | | 290 | | |
| | | | | 291 | | | |
| | | | | F-1 | | | |
| ANNEX A — AGREEMENT AND PLAN OF MERGER | | ||||||
|
|
| ||||||
|
|
| ||||||
|
|
| ||||||
|
|
| ||||||
|
|
| ||||||
|
|
| ||||||
|
|
| ||||||
|
|
| ||||||
|
|
| ||||||
|
|
|
| | |
Six Months
Ended June 30, 2018 (unaudited) |
| |
For the period from
April 7, 2017 (date of inception) through June 30, 2017 (unaudited) |
| |
For the period from
April 7, 2017 (date of inception) through December 31, 2017 |
| |||||||||
Statement of Operations Data: | | | | | | | | | | | | | | | | | | | |
Total interest income
|
| | | $ | 1,993,078 | | | | | $ | — | | | | | $ | 935,034 | | |
Total expenses
|
| | | | 396,707 | | | | | | — | | | | | | 1,252,700 | | |
Net income (loss)
|
| | | $ | 522,980 | | | | | $ | (874 ) | | | | | $ | (317,666 ) | | |
Net income (loss) per common share | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | $ | 0.08 | | | | | $ | (0.00 ) | | | | | $ | (0.05 ) | | |
Diluted
|
| | | $ | 0.02 | | | | | $ | (0.00 ) | | | | | $ | (0.05 ) | | |
Weighted average shares outstanding | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | 6,925,481 (1) | | | | | | 5,750,000 | | | | | | 6,416,126 (2) | | |
Diluted
|
| | | | 28,750,000 | | | | | | 5,750,000 | | | | | | 6,416,126 (2) | | |
Balance Sheet Data (end of period): | | | | | | | | | | | | | | | | | | | |
Cash
|
| | | $ | 829,738 | | | | | | | | | | | $ | 828,555 | | |
Cash and marketable securities held in Trust Account
|
| | | $ | 236,743,331 | | | | | | | | | | | $ | 235,195,034 | | |
Total assets
|
| | | $ | 237,805,498 | | | | | | | | | | | $ | 236,295,754 | | |
Class A common stock, $0.0001 par value; 21,867,235
and 21,815,963 shares subject to possible redemption (at $10.20 per share) at June 30, 2018 and December 31, 2017, respectively |
| | | $ | 223,045,797 | | | | | | | | | | | $ | 222,522,823 | | |
Total liabilities
|
| | | $ | 9,759,694 | | | | | | | | | | | $ | 8,772,930 | | |
Total stockholders’ equity
|
| | | $ | 5,000,007 | | | | | | | | | | | $ | 5,000,001 | | |
Cash Flow Data: | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) operating activities
|
| | | $ | (465,176 ) | | | | | $ | — | | | | | $ | (801,935 ) | | |
Net cash provided by (used in) investing activities
|
| | | $ | 444,781 | | | | | $ | — | | | | | $ | (234,260,000 ) | | |
Net cash provided by financing activities
|
| | | $ | 21,578 | | | | | $ | 20,000 | | | | | $ | 235,890,490 | | |
| | |
Six Months Ended April 30,
|
| |
Year Ended October 31,
|
| ||||||||||||||||||||||||
(in thousands, except share and per share data)
|
| |
2018
|
| |
2017
|
| |
2017
|
| |
2016
|
| |
2015
|
| |||||||||||||||
| | |
(unaudited)
|
| |
(unaudited)
|
| | | | | | | | | | | | | | | | | | | ||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Statement of operations information: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenues
|
| | | $ | 109,206 | | | | | $ | 96,525 | | | | | $ | 211,211 | | | | | $ | 172,426 | | | | | $ | 147,361 | | |
Cost of operations
|
| | | | 61,963 | | | | | | 56,912 | | | | | | 121,451 | | | | | | 97,242 | | | | | | 84,516 | | |
Gross profit
(1)
|
| | | | 47,242 | | | | | | 39,613 | | | | | | 89,759 | | | | | | 75,184 | | | | | | 62,845 | | |
Operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
General and administrative expenses
|
| | | | 22,260 | | | | | | 22,273 | | | | | | 45,050 | | | | | | 34,917 | | | | | | 29,801 | | |
Transaction costs
|
| | | | 1,125 | | | | | | 3,864 | | | | | | 4,490 | | | | | | 3,691 | | | | | | 1,254 | | |
Amortization of intangibles
|
| | | | 3,829 | | | | | | 3,727 | | | | | | 7,815 | | | | | | 5,674 | | | | | | 5,855 | | |
Operating income
(1)
|
| | | | 20,027 | | | | | | 9,748 | | | | | | 32,405 | | | | | | 30,902 | | | | | | 25,935 | | |
Other (expense) income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense, net
|
| | | | (10,213 ) | | | | | | (11,495 ) | | | | | | (22,748 ) | | | | | | (19,516 ) | | | | | | (20,492 ) | | |
Other (expense) income
|
| | | | 20 | | | | | | (141 ) | | | | | | (4,987 ) | | | | | | (698 ) | | | | | | 86 | | |
Income before income tax
(1)
|
| | | | 9,834 | | | | | | (1,888 ) | | | | | | 4,670 | | | | | | 10,687 | | | | | | 5,529 | | |
Income tax (expense) benefit
|
| | | | 12,334 | | | | | | (1,251 ) | | | | | | (3,757 ) | | | | | | (4,454 ) | | | | | | (2,020 ) | | |
Net income
(1)
|
| | | $ | 22,168 | | | | | $ | (3,139 ) | | | | | $ | 913 | | | | | $ | 6,234 | | | | | $ | 3,509 | | |
Less: Net loss attributable to noncontrolling interest
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | (36 ) | | | | | | (45 ) | | |
Net Income attributable to Concrete Pumping Holdings, Inc. and Subsidiaries
(1)
|
| | | $ | 22,168 | | | | | $ | (3,139 ) | | | | | $ | 913 | | | | | $ | 6,270 | | | | | $ | 3,555 | | |
|
| | |
As of April 30,
|
| |
As of October 31,
|
| ||||||||||||||||||
(in thousands)
|
| |
2018
|
| |
2017
|
| |
2016
|
| |
2015
|
| ||||||||||||
| | |
(unaudited)
|
| | | | ||||||||||||||||||
Balance sheet data: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 3,889 | | | | | $ | 6,925 | | | | | $ | 3,249 | | | | | $ | 11,278 | | |
Total current assets
|
| | | | 46,125 | | | | | | 46,705 | | | | | | 32,298 | | | | | | 40,329 | | |
Property and equipment, net
|
| | | | 195,317 | | | | | | 175,542 | | | | | | 138,686 | | | | | | 128,955 | | |
Total assets
|
| | | | 360,229 | | | | | | 338,847 | | | | | | 254,929 | | | | | | 268,136 | | |
Total current liabilities
|
| | | | 89,871 | | | | | | 96,302 | | | | | | 31,583 | | | | | | 26,970 | | |
Total long-term debt
|
| | | | 175,539 | | | | | | 156,985 | | | | | | 142,254 | | | | | | 167,921 | | |
Total stockholders’ equity
|
| | | | 43,026 | | | | | | 19,156 | | | | | | 21,915 | | | | | | 30,746 | | |
Total working capital
|
| | | | (43,746 ) | | | | | | (49,597 ) | | | | | | 715 | | | | | | 13,360 | | |
| | |
Six Months Ended April 30,
|
| |
Year Ended October 31,
|
| ||||||||||||||||||||||||
(in thousands)
|
| |
2018
|
| |
2017
|
| |
2017
|
| |
2016
|
| |
2015
|
| |||||||||||||||
| | |
(unaudited)
|
| | | | ||||||||||||||||||||||||
Cash flow data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating activities
|
| | | $ | 13,151 | | | | | $ | 2,878 | | | | | $ | 34,226 | | | | | $ | 35,757 | | | | | $ | 25,554 | | |
Investing activities
|
| | | | (29,175 ) | | | | | | (48,736 ) | | | | | | (83,089 ) | | | | | | (28,974 ) | | | | | | (18,110 ) | | |
Financing activities
|
| | | | 11,426 | | | | | | 46,714 | | | | | | 52,764 | | | | | | (14,813 ) | | | | | | (3,764 ) | | |
Other financial data (unaudited): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Adjusted EBITDA
(1)
|
| | | $ | 34,094 | | | | | $ | 29,213 | | | | | $ | 68,364 | | | | | $ | 59,644 | | | | | $ | 49,564 | | |
Adjusted EBITDA margin
(2)
|
| | | | 31.22 % | | | | | | 30.26 % | | | | | | 32.37 % | | | | | | 34.59 % | | | | | | 33.63 % | | |
(in thousands, except share and per share data)
|
| |
Pro Forma
Combined (Assuming No Redemption of Common Stock) |
| |
Pro Forma Combined
(Assuming Maximum Redemption of Shares of Common Stock) |
| ||||||
Selected Unaudited Pro Forma Condensed Combined Statement of Operations – Six Months Ended June 30, 2018
|
| | | | | | | | | | | | |
Net sales
|
| | | $ | 109,206 | | | | | $ | 109,206 | | |
Net income
|
| | | | 1,758 | | | | | | 1,758 | | |
Earnings per share from continuing operations available to common stockholders
|
| | | $ | 0.02 | | | | | $ | 0.03 | | |
Weighted average shares outstanding – Basic and diluted
|
| | | | 41,872 | | | | | | 31,237 | | |
Selected Unaudited Pro Forma Condensed Combined Statement of Operations – Year Ended December 31, 2017
|
| | | | | | | | | | | | |
Net sales
|
| | | $ | 211,211 | | | | | $ | 211,211 | | |
Net loss
|
| | | | 7,487 | | | | | | 7,487 | | |
Loss per share from continuing operations available to common stockholders
|
| | | $ | 0.23 | | | | | $ | 0.21 | | |
Weighted average shares outstanding – Basic and diluted
|
| | | | 27,001 | | | | | | 29,725 | | |
Selected Unaudited Pro Forma Condensed Combined Balance Sheet Data as of June 30, 2018
|
| | | | | | | | | | | | |
Total assets
|
| | | $ | 829,778 | | | | | $ | 723,278 | | |
Total stockholders’ equity
|
| | | $ | 378,495 | | | | | $ | 271,995 | | |
Total liabilities and stockholders’ equity
|
| | | $ | 829,778 | | | | | $ | 723,278 | | |
| | |
Industrea
Acquisition Corp. |
| |
Concrete
Pumping Holdings, Inc. |
| |
Assuming No Redemption of
Common Stock |
| |
Assuming Maximum Redemption
of Shares of Common Stock |
| ||||||||||||||||||||||||||||||
|
Pro Forma
Adjustments |
| | | | |
Pro Forma
Combined |
| |
Pro Forma
Adjustments |
| | | | |
Pro Forma
Combined |
| ||||||||||||||||||||||||||
ASSETS | | | | | | | | | | ||||||||||||||||||||||||||||||||||
Current Assets | | | | | | | | | | ||||||||||||||||||||||||||||||||||
Cash and cash equivalents
|
| | | $ | 830 | | | | | $ | 3,889 | | | | | $ | 236,743 | | | |
[3A]
|
| | | $ | 111,434 | | | | | $ | (234,600 ) | | | |
[3N]
|
| | | $ | 4,934 | | |
| | | | | | | | | | | | | | | | | 350,000 | | | |
[3B]
|
| | | | | | | | | | 103,100 | | | |
[3O]
|
| | |||||
| | | | | | | | | | | | | | | | | 25,000 | | | |
[3C]
|
| | | | | | | | | | 25,000 | | | |
[3P]
|
| | |||||
| | | | | | | | | | | | | | | | | 71,900 | | | |
[3D]
|
| | | | | |||||||||||||||||
| | | | | | | | | | | | | | | | | (25,000 ) | | | |
[3E]
|
| | | | | |||||||||||||||||
| | | | | | | | | | | | | | | | | (297,528 ) | | | |
[3F]
|
| | | | | |||||||||||||||||
| | | | | | | | | | | | | | | | | (14,672 ) | | | |
[3G]
|
| | | | | |||||||||||||||||
| | | | | | | | | | | | | | | | | (239,728 ) | | | |
[3B]
|
| | | | | |||||||||||||||||
Cash and marketable securities held in Trust Account
|
| | | | 236,743 | | | | | | — | | | | | | (236,743 ) | | | |
[3A]
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Accounts receivable, net
|
| | | | — | | | | | | 33,529 | | | | | | — | | | | | | | | | 33,529 | | | | | | — | | | | | | | | | 33,529 | | |
Inventory
|
| | | | — | | | | | | 3,645 | | | | | | — | | | | | | | | | 3,645 | | | | | | — | | | | | | | | | 3,645 | | |
Prepaid expenses and other current assets
|
| | | | 232 | | | | | | 5,062 | | | | | | — | | | | | | | | | 5,295 | | | | | | — | | | | | | | | | 5,295 | | |
Total current assets
|
| | | | 237,805 | | | | | | 46,125 | | | | | | (130,028 ) | | | | | | | | | 153,903 | | | | | | (106,500 ) | | | | | | | | | 47,403 | | |
Property and equipment, net
|
| | | | — | | | | | | 195,317 | | | | | | 12,182 | | | |
[3H]
|
| | | | 207,499 | | | | | | — | | | | | | | | | 207,499 | | |
Other intangible assets, net
|
| | | | — | | | | | | 41,315 | | | | | | 174,285 | | | |
[3I]
|
| | | | 215,600 | | | | | | — | | | | | | | | | 215,600 | | |
Goodwill
|
| | | | — | | | | | | 76,453 | | | | | | 176,323 | | | |
[3J]
|
| | | | 252,776 | | | | | | — | | | | | | | | | 252,776 | | |
Other assets
|
| | | | — | | | | | | 1,018 | | | | | | (1,018 ) | | | |
[3B]
|
| | | | — | | | | | | — | | | | | | | | | — | | |
TOTAL ASSETS
|
| | | $ | 237,805 | | | | | $ | 360,229 | | | | | $ | 231,744 | | | | | | | | $ | 829,778 | | | | | $ | (106,500 ) | | | | | | | | $ | 723,278 | | |
|
| | |
Industrea
Acquisition Corp. |
| |
Concrete
Pumping Holdings, Inc. |
| |
Assuming No Redemption of
Common Stock |
| |
Assuming Maximum Redemption
of Shares of Common Stock |
| ||||||||||||||||||||||||||||||
|
Pro Forma
Adjustments |
| | | | |
Pro Forma
Combined |
| |
Pro Forma
Adjustments |
| | | | |
Pro Forma
Combined |
| ||||||||||||||||||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
| | | | | | | | | ||||||||||||||||||||||||||||||||||
Current liabilities | | | | | | | | | | ||||||||||||||||||||||||||||||||||
Current portion of capital lease obligations
|
| | | $ | — | | | | | $ | 152 | | | | | $ | — | | | | | | | | $ | 152 | | | | | $ | — | | | | | | | | $ | 152 | | |
Revolving loans and current maturities of long term debt
|
| | | | — | | | | | | 62,635 | | | | | | 3,500 | | | |
[3B]
|
| | | | 3,500 | | | | | | — | | | | | | | | | 3,500 | | |
| | | | | | | | | | | | | | | |
|
(62,635
)
|
| | |
[3B]
|
| | | | | |||||||||||||||||
Accounts payable & other current liabilities
|
| | | | 1,710 | | | | | | 27,080 | | | | | | — | | | | | | | | | 28,790 | | | | | | — | | | | | | | | | 28,790 | | |
Total current liabilities
|
| | | | 1,710 | | | | | | 89,868 | | | | | | (59,135 ) | | | | | | | | | 32,443 | | | | | | — | | | | | | | | | 32,443 | | |
Long-term liabilities
|
| | | | — | | | | | | | | | | |||||||||||||||||||||||||||||
Deferred underwriters’ commission
|
| | | | 8,050 | | | | | | — | | | | | | (8,050 ) | | | |
[3E]
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Capital lease obligations, less current portion
|
| | | | — | | | | | | 611 | | | | | | — | | | | | | | | | 611 | | | | | | — | | | | | | | | | 611 | | |
Long-term debt, net of debt issuance costs
|
| | | | — | | | | | | 173,539 | | | | | | (177,093 ) | | | |
[3B]
|
| | | | 336,000 | | | | | | — | | | | | | | | | 336,000 | | |
| | | | | | | | | | | | | | | |
|
3,554
|
| | |
[3B]
|
| | | | | |||||||||||||||||
| | | | | | | | | | | | | | | |
|
336,000
|
| | |
[3B]
|
| | | | | |||||||||||||||||
Deferred income taxes
|
| | | | — | | | | | | 37,506 | | | | | | 43,718 | | | |
[3K]
|
| | | | 81,224 | | | | | | — | | | | | | | | | 81,224 | | |
Other liabilities
|
| | | | — | | | | | | 1,005 | | | | | | — | | | | | | | | | 1,005 | | | | | | — | | | | | | | | | 1,005 | | |
Total liabilities
|
| | | | 9,760 | | | | | | 302,529 | | | | | | 138,994 | | | | | | | | | 451,283 | | | | | | — | | | | | | | | | 451,283 | | |
Redeemable Preferred Stock
|
| | | | — | | | | | | 14,672 | | | | | | (14,672 ) | | | |
[3G]
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Common stock subject to possible redemption
|
| | | | 223,046 | | | | | | — | | | | | | (223,046 ) | | | |
[3L]
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Stockholders’ Equity
|
| | | | | | | | | ||||||||||||||||||||||||||||||||||
Preferred stock
|
| | | | — | | | | | | 2 | | | | | | (2 ) | | | |
[3M]
|
| | | | 25,000 | | | | | | — | | | | | | | | | 25,000 | | |
| | | | | | | | | | | | | | | | | 25,000 | | | |
[3C]
|
| | | | | |||||||||||||||||
Common Stock – Total
|
| | | | 1 | | | | | | 8 | | | | | | (8 ) | | | | | | | | | 0 | | | | | | — | | | | | | | | | 0 | | |
Additional paid-in-capital
|
| | | | 4,794 | | | | | | 18,631 | | | | | | (18,631 ) | | | |
[3M]
|
| | | | 359,740 | | | | | | (234,600 ) | | | |
[3N]
|
| | | | 253,240 | | |
| | | | | | | | | | | | | | | |
|
—
|
| | |
[3C]
|
| | | | | | | | |
|
103,100
|
| | |
[3O]
|
| | |||||
| | | | | | | | | | | | | | | | | 223,046 | | | |
[3L]
|
| | | | | | | | | | 25,000 | | | |
[3P]
|
| | |||||
| | | | | | | | | | | | | | | | | 71,900 | | | |
[3D]
|
| | | | | |||||||||||||||||
| | | | | | | | | | | | | | | | | 60,000 | | | |
[3F]
|
| | | | | |||||||||||||||||
Retained earnings (accumulated deficit)
|
| | | | 205 | | | | | | 20,491 | | | | | | (20,491 ) | | | |
[3M]
|
| | | | (6,245 ) | | | | | | — | | | | | | | | | (6,245 ) | | |
| | | | | | | | | | | | | | | | | (6,450 ) | | | |
[3E]
|
| | | | | |||||||||||||||||
Accumulated other comprehensive income
|
| | | | 0 | | | | | | 3,896 | | | | | | (3,896 ) | | | |
[3M]
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Total stockholders’ equity
|
| | | | 5,000 | | | | | | 43,028 | | | | | | 330,468 | | | | | | | | | 378,495 | | | | | | (106,500 ) | | | | | | | | | 271,995 | | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
| | | $ | 237,805 | | | | | $ | 360,229 | | | | | $ | 231,744 | | | | | | | | $ | 829,778 | | | | | $ | (106,500 ) | | | | | | | | $ | 723,278 | | |
|
| | |
Industrea
Acquisition Corp. |
| |
Concrete
Pumping Holdings, Inc. |
| |
Assuming No Redemption of
Common Stock |
| |
Assuming Maximum Redemption
of Shares of Common Stock |
| | | ||||||||||||||||||||||||||||||||||
|
Pro Forma
Adjustments |
| | | | |
Pro Forma
Combined |
| |
Pro Forma
Adjustments |
| | | | |
Pro Forma
Combined |
| | | ||||||||||||||||||||||||||||||
Net sales
|
| | | $ | — | | | | | $ | 109,206 | | | | | $ | — | | | | | | | | $ | 109,206 | | | | | $ | — | | | | | | | | $ | 109,206 | | | | | ||||
Cost of goods sold
|
| | | | — | | | | | | 61,963 | | | | | | 1,194 | | | |
[4A]
|
| | | | 63,157 | | | | | | | | | | | | | | | 63,157 | | | | | | | | |
Gross profit
|
| | | | — | | | | | | 47,242 | | | | | | (1,194 ) | | | | | | | | | 46,048 | | | | | | — | | | | | | | | | 46,048 | | | | | ||||
Operating expenses
|
| | | | — | | | | | | | | | | | | |||||||||||||||||||||||||||||||||
Selling, general and administrative expenses
|
| | | | 1,073 | | | | | | 26,089 | | | | | | 4,827 | | | |
[4B]
|
| | | | 31,331 | | | | | | | | | | | | | | | 31,331 | | | | | ||||
| | | | | | | | | | | | | | | | | 24 | | | |
[4A]
|
| | | | | | | |||||||||||||||||||||
Transaction Costs
|
| | | | — | | | | | | 1,125 | | | | | | — | | | | | | | | | 1,125 | | | | | | | | | | | | | | | 1,125 | | | | | ||||
| | | | | | | | | | | | | | | | | (684 ) | | | |
[4D]
|
| | | | | | | | | | | | | | | | | | | | | | | | ||||
Operating (loss) profit
|
| | | | (1,073 ) | | | | | | 20,027 | | | | | | (5,362 ) | | | | | | | | | 13,592 | | | | | | — | | | | | | | | | 13,592 | | | | | ||||
Interest expense
|
| | | | — | | | | | | (10,213 ) | | | | | | (2,487 ) | | | |
[4E]
|
| | | | (12,700 ) | | | | | | | | | | | | | | | (12,700 ) | | | | | ||||
Other income (expense), net
|
| | | | 1,993 | | | | | | 20 | | | | | | (1,993 ) | | | |
[4F]
|
| | | | 770 | | | | | | | | | | | | | | | 770 | | | | | ||||
| | | | | | | | | | | | | | | | | 750 | | | |
[4C]
|
| | | | | | | | | | | | | | | | | | | | | | | | ||||
Income (loss) before income taxes
|
| | | | 920 | | | | | | 9,834 | | | | | | (9,092 ) | | | | | | | | | 1,662 | | | | | | — | | | | | | | | | 1,662 | | | | | ||||
Income tax (expense) benefit
|
| | | | (397 ) | | | | | | 12,334 | | | | | | (11,841 ) | | | |
[4G]
|
| | | | 96 | | | | | | | | | | | | | | | 96 | | | | | ||||
Net income (loss)
|
| | | $ | 523 | | | | | $ | 22,168 | | | | | $ | (20,933 ) | | | | | | | | $ | 1,758 | | | | | $ | — | | | | | | | | $ | 1,758 | | | | | ||||
Dividends on cumulative redeemable convertible
preferred stock |
| | | | — | | | | | | (684 ) | | | | | | (242 ) | | | |
[4H]
|
| | | | (927 ) | | | | | | | | | | | | | | | (927 ) | | | | | ||||
Net income (loss) available to common shareholders
|
| | | $ | 523 | | | | | $ | 21,484 | | | | | $ | (21,175 ) | | | | | | | | $ | 831 | | | | | $ | — | | | | | | | | $ | 831 | | | | | ||||
Weighted average shares outstanding | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||
Basic
|
| | | | 6,925 | | | | | | | | | | | | | | | |
[4I]
|
| | | | 41,872 | | | | | | | | | |
[4I]
|
| | | | 31,237 | | | | | ||||
Diluted
|
| | | | 28,750 | | | | | | | | | | | | | | | |
[4I]
|
| | | | 41,872 | | | | | | | | | |
[4I]
|
| | | | 31,237 | | | | | ||||
Earnings per share available to common stockholders
|
| | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||
Basic
|
| | | $ | 0.08 | | | | | | | | | | | | | | | | | | | | $ | 0.02 | | | | | | | | | | | | | | $ | 0.03 | | | | | ||||
Diluted
|
| | | $ | 0.02 | | | | | | | | | | | | | | | | | | | | $ | 0.02 | | | | | | | | | | | | | | $ | 0.03 | | | | |
| | |
Industrea
Acquisition Corp. |
| |
Concrete
Pumping Holdings, Inc. |
| |
Assuming No Redemption of
Common Stock |
| |
Assuming Maximum Redemption
of Shares of Common Stock |
| ||||||||||||||||||||||||||||||
|
Pro Forma
Adjustments |
| | | | |
Pro Forma
Combined |
| |
Pro Forma
Adjustments |
| | | | |
Pro Forma
Combined |
| ||||||||||||||||||||||||||
Net sales
|
| | | $ | — | | | | | $ | 211,211 | | | | | $ | — | | | | | | | | $ | 211,211 | | | | | $ | — | | | | | | | | $ | 211,211 | | |
Cost of goods sold
|
| | | | — | | | | | | 121,451 | | | | | | 2,388 | | | |
[4A]
|
| | | | 123,839 | | | | | | | | | | | | | | | 123,839 | | |
Gross profit
|
| | | | — | | | | | | 89,759 | | | | | | (2,388 ) | | | | | | | | | 87,371 | | | | | | — | | | | | | | | | 87,371 | | |
Operating expenses
|
| | | | 147 | | | | | | — | | | | | | | | | | | | | | | 147 | | | | | | — | | | | | | | | | 147 | | |
Selling, general and administrative expenses
|
| | | | 837 | | | | | | 52,865 | | | | | | (1,354 ) | | | |
[4D]
|
| | | | 61,895 | | | | | | — | | | | | | | | | 61,895 | | |
| | | | | | | | | | | | | | | | | 49 | | | |
[4A]
|
| | | | | |||||||||||||||||
| | | | | | | | | | | | | | | | | 9,498 | | | |
[4B]
|
| | | | | |||||||||||||||||
Transaction costs
|
| | | | — | | | | | | 4,490 | | | | | | — | | | | | | | | | 4,490 | | | | | | — | | | | | | | | | 4,490 | | |
Operating profit
|
| | | | (985 ) | | | | | | 32,405 | | | | | | (10,580 ) | | | | | | | | | 20,839 | | | | | | — | | | | | | | | | 20,839 | | |
Interest and financing cost
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | — | | |
Loss on extinguishment of debt
|
| | | | — | | | | | | (5,161 ) | | | | | | — | | | | | | | | | (5,161 ) | | | | | | — | | | | | | | | | (5,161 ) | | |
Interest income (expense)
|
| | | | — | | | | | | (22,748 ) | | | | | | (1,784 ) | | | |
[4E]
|
| | | | (23,032 ) | | | | | | — | | | | | | | | | (23,032 ) | | |
| | | | | | | | | | | | | | | | | 1,500 | | | |
[4C]
|
| | | | | |||||||||||||||||
Other income (expense), net
|
| | | | 935 | | | | | | 174 | | | | | | (935 ) | | | |
[4F]
|
| | | | 174 | | | | | | — | | | | | | | | | 174 | | |
Income (loss) before income taxes
|
| | | | (50 ) | | | | | | 4,670 | | | | | | (11,799 ) | | | | | | | | | (7,179 ) | | | | | | | | | | | | | | | (7,179 ) | | |
Income tax expense
|
| | | | (268 ) | | | | | | (3,757 ) | | | | | | 18,691 | | | |
[4G]
|
| | | | 14,667 | | | | | | | | | | | | | | | 14,667 | | |
Net income (loss)
|
| | | $ | (318 ) | | | | | $ | 913 | | | | | $ | 6,892 | | | | | | | | $ | 7,487 | | | | | $ | — | | | | | | | | $ | 7,487 | | |
Dividends on cumulative redeemable convertible preferred stock
|
| | | | — | | | | | | (1,322 ) | | | | | | 7 | | | |
[4H]
|
| | | | (1,315 ) | | | | | | | | | | | | | | | (1,315 ) | | |
Net loss available to common shareholders
|
| | | $ | (318 ) | | | | | $ | (409 ) | | | | | $ | 6,899 | | | | | | | | $ | 6,173 | | | | | $ | — | | | | | | | | $ | 6,173 | | |
| | | | | | | | | | ||||||||||||||||||||||||||||||||||
Weighted average shares outstanding | | | | | | | | | | ||||||||||||||||||||||||||||||||||
Basic
|
| | | | 6,416 | | | | | | | | | | | | | | | |
[4I]
|
| | | | 27,001 | | | | | | | | | |
[4I]
|
| | | | 29,725 | | |
Diluted
|
| | | | 6,416 | | | | | | | | | | | | | | | |
[4I]
|
| | | | 27,001 | | | | | | | | | |
[4I]
|
| | | | 29,725 | | |
Loss per share available to common stockholders
|
| | | | | | | | | ||||||||||||||||||||||||||||||||||
Basic
|
| | | $ | (0.05 ) | | | | | | | | | | | | | | | | | | | | $ | 0.23 | | | | | | | | | | | | | | $ | 0.21 | | |
Diluted
|
| | | $ | (0.05 ) | | | | | | | | | | | | | | | | | | | | $ | 0.23 | | | | | | | | | | | | | | $ | 0.21 | | |
|
New term loan
|
| | | $ | 350,000 | | |
|
Rollover equity
|
| | | | 60,000 | | |
|
Zero-dividend convertible perpetual preferred stock
|
| | | | 25,000 | | |
|
Common equity PIPE
|
| | | | 71,900 | | |
|
Argand partners backstop
|
| | | | — | | |
|
Cash from Industrea trust used
|
| | | | 234,600 | | |
|
Total
|
| | | | 741,500 | | |
|
Less: Cash on the balance sheet
|
| | | | (106,500 ) | | |
|
Less: Seller expenses
|
| | | | (25,000 ) | | |
|
Consideration paid
|
| | | | | | |
|
Total consideration available for purchase
|
| | | $ | 610,000 | | |
|
Less: Cash acquired
|
| | | | (3,889 ) | | |
|
Total purchase price
|
| | | $ | 606,111 | | |
| Recognized amounts of identifiable assets acquired and liabilities assumed | | | | | | | |
|
Accounts receivable, net
|
| | | | 33,529 | | |
|
Inventory
|
| | | | 3,645 | | |
|
Prepaid expenses and other current assets
|
| | | | 5,062 | | |
|
Debt issuance costs
|
| | | | (4,572 ) | | |
|
Property and equipment, net
|
| | | | 207,499 | | |
|
Other intangible assets, net
|
| | | | 215,600 | | |
|
Other assets
|
| | | | 2,643 | | |
|
Current portion of capital lease obligations
|
| | | | (152 ) | | |
|
Accounts payable & other current liabilities
|
| | | | (27,080 ) | | |
|
Capital lease obligations, less current portion
|
| | | | (611 ) | | |
|
Deferred income taxes
|
| | | | (81,224 ) | | |
|
Other liabilities
|
| | | | (1,005 ) | | |
|
Total net assets acquired
|
| | | | 353,334 | | |
|
Goodwill
|
| | | $ | 252,777 | | |
|
| | |
Assuming no Redemption of Common Stock
|
| |||||||||
| | |
Six Months Ended
June 30, 2018 |
| |
Year Ended
December 31, 2017 |
| ||||||
Weighted average shares calculation, basic & diluted | | | | | | | | | | | | | |
Weighted average public shares outstanding
|
| | | | 23,000,000 | | | | | | 9,641,096 | | |
Argand rights converted to shares
|
| | | | 5,750,000 | | | | | | 4,237,671 | | |
CPH Management (rollover)
|
| | | | 4,117,647 | | | | | | 4,117,647 | | |
Peninsula Pacific (rollover)
|
| | | | 882,353 | | | | | | 882,353 | | |
Shares issued to PIPE investors
|
| | | | 1,906,318 | | | | | | 1,906,318 | | |
Other Non-Management Sellers
|
| | | | 882,353 | | | | | | 882,353 | | |
Argand shares issued in Business Combination
|
| | | | 5,333,333 | | | | | | 5,333,333 | | |
Weighted average shares outstanding
|
| | | | 41,872,004 | | | | | | 27,000,771 | | |
|
| | |
Assuming Maximum Redemption of Shares
of Common Stock |
| |||||||||
| | |
Six Months Ended
June 30, 2018 |
| |
Year Ended
December 31, 2017 |
| ||||||
Weighted average shares calculation, basic & diluted | | | | | | | | | | | | | |
Weighted average public shares outstanding
|
| | | | — | | | | | | — | | |
Argand rights converted to shares
|
| | | | 5,750,000 | | | | | | 4,237,671 | | |
CPH Management (rollover)
|
| | | | 4,117,647 | | | | | | 4,117,647 | | |
Peninsula Pacific (rollover)
|
| | | | 12,110,000 | | | | | | 12,110,000 | | |
Shares issued to PIPE investors
|
| | | | 1,906,318 | | | | | | 1,906,318 | | |
Other Non-Management Sellers
|
| | | | 882,353 | | | | | | 882,353 | | |
Argand shares issued in Business Combination
|
| | | | 6,470,588 | | | | | | 6,470,588 | | |
Weighted average shares outstanding
|
| | | | 31,236,906 | | | | | | 29,724,577 | | |
|
| | |
June 30, 2018
|
| |||||||||||||||||||||
| | |
Historical
|
| |
Pro Forma
|
| ||||||||||||||||||
| | |
Industrea
|
| |
CPH
|
| |
Assuming No
Redemptions |
| |
Assuming
Maximum Redemptions |
| ||||||||||||
| | | | | | | | |
(in thousands)
|
| | | | | | | | | | | | | |||
Cash and cash equivalents
|
| | | $ | 830 | | | | | $ | 3,889 | | | | | $ | 111,434 | | | | | $ | 4,934 | | |
Investment held in trust
|
| | | | 236,743 | | | | | | — | | | | | | | | | | | | | | |
| | | | $ | 237,573 | | | | | $ | 3,889.1 | | | | | $ | 111,434 | | | | | $ | 4,934 | | |
Long-term debt, including current portion | | | | | | | | | | | | | | | | | | | | | | | | | |
Deferred underwriting compensation
|
| | | $ | 8,050.0 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Term loan, net of unamortized deferred financing costs
|
| | | | — | | | | | | 173,539.0 | | | | | | 339,500 | | | | | | 339,500 | | |
Revolving credit facility, net of unamortized deferred financing costs
|
| | | | — | | | | | | 61,617.7 | | | | | | — | | | | | | — | | |
Total long-term debt, including current portion
|
| | | $ | 8,050 | | | | | $ | 235,157 | | | | | $ | 339,500 | | | | | $ | 339,500 | | |
Class A Common Stock, subject to possible redemption
|
| | | $ | 223,046 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
CPH Preferred Stock
|
| | | | — | | | | | | 14,672 | | | | | | — | | | | | | — | | |
Series A Preferred Stock
|
| | | | — | | | | | | — | | | | | | 25,000 | | | | | | 25,000 | | |
Stockholders’ equity
|
| | | | 5,000 | | | | | | 43,028 | | | | | | | | | | | | | | |
Total stockholders’ and owners’ equity
|
| | | $ | 5,000 | | | | | $ | 43,028 | | | | | $ | 353,495 | | | | | $ | 271,995 | | |
Total capitalization
|
| | | $ | 236,096 | | | | | $ | 278,185 | | | | | $ | 717,995 | | | | | $ | 611,495 | | |
|
| | |
2015
|
| |
2016
|
| |
2017
|
| | |
2018E
|
| |
2019E
|
| |||||||||||||||
Pro Forma Adjusted Revenue
|
| | | $ | 199.2 | | | | | $ | 235.7 | | | | | $ | 236.6 | | | | | | $ | 256.6 | | | | | $ | 278.7 | | |
Pro Forma Adjusted EBITDA
|
| | | $ | 66.5 | | | | | $ | 81.8 | | | | | $ | 78.5 | | | | | | $ | 87.3 | | | | | $ | 97.1 | | |
Margin | | | | | 33.4 % | | | | | | 34.7 % | | | | | | 33.2 % | | | | | | | 34.0 % | | | | | | 34. 8 % | | |
Pro Forma Maintenance Capex
|
| | | $ | 12.4 | | | | | $ | 19.3 | | | | | $ | 12.7 | | | | | | $ | 18.5 | | | | | $ | 18.0 | | |
Pro Forma Growth Capex
|
| | | $ | 17.3 | | | | | $ | 11.3 | | | | | $ | 10.5 | | | | | | $ | 6.2 | | | | | $ | 7.7 | | |
Pro Forma Total Capex
|
| | | $ | 29.7 | | | | | $ | 30.6 | | | | | $ | 23.2 | | | | | | $ | 24.7 | | | | | $ | 25.7 | | |
% of Revenue
|
| | |
|
14.9
%
|
| | | |
|
13.0
%
|
| | | |
|
9.8
%
|
| | | | |
|
9.6
%
|
| | | | | 9.2 % | | |
Free Cash Flow
|
| | | $ | 36.8 | | | | | $ | 51.1 | | | | | $ | 55.2 | | | | | | $ | 62.6 | | | | | $ | 71.4 | | |
Free Cash Flow Conversion
|
| | | | 55.3 % | | | | | | 62.5 % | | | | | | 70.4 % | | | | | | | 71.7 % | | | | | | 73.6 % | | |
| | |
Years Ended October 31
|
| |||||||||||||||
Statement of operations information:
|
| |
2017
|
| |
2016
|
| |
2015
|
| |||||||||
Pro Forma Revenue | | | | | |||||||||||||||
Revenue, reported
|
| | | $ | 211,211 | | | | | $ | 172,426 | | | | | $ | 147,361 | | |
U.K. Concrete Pumping – Camfaud revenue (pre-acquisition)
|
| | | | 8,357 | | | | | | 50,530 | | | | | | 45,685 | | |
O’Brien revenue (pre-acquisition)
|
| | | | 13,796 | | | | | | 13,563 | | | | | | 11,182 | | |
Pro Forma Revenue
|
| | | | 233,364 | | | | | | 236,519 | | | | | | 204,228 | | |
Constant currency adjustment
(1)
|
| | | | 3,277 | | | | | | (814 ) | | | | | | (5,000 ) | | |
Pro Forma Adjusted Revenue
|
| | | $ | 236,641 | | | | | $ | 235,705 | | | | | $ | 199,228 | | |
Pro Forma Net Income and EBITDA | | | | | |||||||||||||||
Net income, reported
|
| | | $ | 913 | | | | | $ | 6,234 | | | | | $ | 3,509 | | |
U.K. Concrete Pumping – Camfaud net income (pre-acquisition)
|
| | | | 404 | | | | | | 11,341 | | | | | | 10,057 | | |
O’Brien net income (pre-acquisition)
|
| | | | 4,909 | | | | | | 4,799 | | | | | | 3,702 | | |
Pro Forma Net Income
|
| | | | 6,226 | | | | | | 22,374 | | | | | | 17,268 | | |
Interest expense, reported
|
| | | $ | 22,748 | | | | | $ | 19,516 | | | | | $ | 20,492 | | |
U.K. Concrete Pumping – Camfaud interest expense (pre-acquisition)
|
| | | | 588 | | | | | | 565 | | | | | | 575 | | |
O’Brien interest expense (pre-acquisition)
|
| | | | — | | | | | | — | | | | | | 38 | | |
Pro Forma Interest Expense
|
| | | | 23,336 | | | | | | 20,081 | | | | | | 21,105 | | |
Income tax expense, reported
|
| | | $ | 3,757 | | | | | $ | 4,454 | | | | | $ | 2,020 | | |
U.K. Concrete Pumping – Camfaud income tax expense (pre-acquisition)
|
| | | | 87 | | | | | | 141 | | | | | | — | | |
O’Brien income tax expense (pre-acquisition)
|
| | | | — | | | | | | — | | | | | | — | | |
Pro Forma Income Tax Expense
|
| | | | 3,844 | | | | | | 4,595 | | | | | | 2,020 | | |
Depreciation and amortization, reported
|
| | | $ | 27,154 | | | | | $ | 22,310 | | | | | $ | 20,603 | | |
U.K. Concrete Pumping – Camfaud depreciation and amortization (pre-acquisition)
|
| | | | 1,025 | | | | | | 3,984 | | | | | | 3,607 | | |
O’Brien depreciation and amortization (pre-acquisition)
|
| | | | 93 | | | | | | — | | | | | | — | | |
Pro Forma Depreciation and Amortization
|
| | | | 28,272 | | | | | | 26,294 | | | | | | 24,210 | | |
Pro Forma EBITDA
|
| | | | 61,678 | | | | | | 73,344 | | | | | | 64,604 | | |
EBITDA adjustments: | | | | | |||||||||||||||
Debt refinancing costs
|
| | | $ | 5,401 | | | | | $ | 691 | | | | | $ | 964 | | |
Acquisition costs
|
| | | | 4,343 | | | | | | 3,644 | | | | | | 290 | | |
One-time employee costs
(2)
|
| | | | 997 | | | | | | 29 | | | | | | — | | |
Other adjustments
(3)
|
| | | | 5,021 | | | | | | 4,318 | | | | | | 2,288 | | |
Constant currency adjustment
(1)
|
| | | | 1,031 | | | | | | (247 ) | | | | | | (1,626 ) | | |
Pro Forma Adjusted EBITDA
|
| | | $ | 78,471 | | | | | $ | 81,780 | | | | | $ | 66,519 | | |
|
Sources
|
| | | | | | | |
Uses
|
| | | | | | |
Debt Financing
|
| | | $ | 350.0 | | | |
Total Proceeds to CPH Stockholders
|
| | | $ | 325.0 | | |
Rollover by CPH Management
(2)
|
| | | | 42.0 | | | | Repayment of Existing CPH Indebtedness (1) | | | | | 260.0 | | |
Rollover by Peninsula
|
| | | | 9.0 | | | | CPH Stockholders Transaction Fees & Expenses (1) | | | | | 25.0 | | |
Rollover by Former CPH Employee Shareholders
|
| | | | 9.0 | | | |
Cash to Balance Sheet
|
| | | | 106.5 | | |
Zero-Dividend Convertible Perpetual
Preferred Equity PIPE |
| | | | 25.0 | | | |
Fees & Expenses
|
| | | | 25.0 | | |
Common Equity PIPE
|
| | | | 71.9 | | | | | | | | | | | |
Cash from Trust Account
|
| | | | 234.6 | | | | | | | | | | | |
Total Sources
|
| | | $ | 741.5 | | | |
Total Uses
|
| | | $ | 741.5 | | |
Sources
|
| | | | | | | |
Uses
|
| | | | | | |
Debt Financing
|
| | | $ | 350.0 | | | |
Total Proceeds to CPH Stockholders
|
| | | $ | 325.0 | | |
Rollover by CPH Management
(3)
|
| | | | 42.0 | | | | Repayment of Existing CPH Indebtedness (2) | | | | | 260.0 | | |
Rollover by Peninsula
|
| | | | 112.1 | | | | CPH Stockholders Transaction Fees & Expenses (2) | | | | | 25.0 | | |
Rollover by Former CPH Employee Shareholders
|
| | | | 9.0 | | | |
Cash to Balance Sheet
|
| | | | 0.0 | | |
Zero-Dividend Convertible Perpetual Preferred Equity PIPE
|
| | | | 25.0 | | | |
Fees & Expenses
|
| | | | 25.0 | | |
Common Equity PIPE
|
| | | | 71.9 | | | | | | | | | | | |
Cash from Trust Account
|
| | | | 0.0 | | | | | | | | | | | |
Argand Investor Backstop
|
| | | | 25.0 | | | | | | | | | | | |
Total Sources
|
| | | $ | 635.0 | | | |
Total Uses
|
| | | $ | 635.0 | | |
Name and Position
|
| |
Number of Shares
Underlying Non-Contingent Options (1) |
| |
Number of Shares
Underlying Contingent Options |
| |
Exercise Price
per Share (2) |
| |||||||||
Bruce Young
Chief Executive Officer of CPH |
| | | | 1,063,619 | | | | | | — | | | | | $ | 0.93 | | |
Iain Humphries
Chief Financial Officer of CPH Senior Vice President |
| | | | 205,447 | | | | | | — | | | | | $ | 6.54 | | |
All current executive officers as a group
|
| | | | — | | | | | | — | | | | | $ | — | | |
All current non-employee directors as a group
|
| | | | — | | | | | | — | | | | | $ | — | | |
All current non-executive officer employees as a group
|
| | | | 992,525 | | | | | | — | | | | | $ | varies | | |
| | |
Number of securities to
be issued upon exercise of outstanding options, warrants and rights (a) (#) |
| |
Weighted average
exercise price of outstanding options, warrants and rights (b) ($) |
| |
Number of securities
remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) (#) |
| |||||||||
Equity compensation plans approved by security holders
|
| | | | — | | | | | | — | | | | | | — | | |
Equity compensation plans not approved by security holders
|
| | | | — | | | | | | — | | | | | | — | | |
Total
|
| | | | — | | | | | | — | | | | | | — | | |
Name
|
| |
Age
|
| |
Position
|
|
Howard D. Morgan | | |
56
|
| | Chief Executive Officer and Director | |
Heather L. Faust | | |
38
|
| | Executive Vice President and Director | |
Tariq Osman | | |
40
|
| | Executive Vice President and Director | |
Joseph Del Toro | | |
47
|
| | Chief Financial Officer | |
Charles Burns | | |
32
|
| | Secretary | |
David A.B. Brown | | |
74
|
| | Non-Executive Chairman | |
Thomas K. Armstrong, Jr. | | |
64
|
| | Director | |
David G. Hall | | |
60
|
| | Director | |
Brian Hodges | | |
65
|
| | Director | |
Gerard F. Rooney | | |
57
|
| | Director | |
Individual
|
| |
Entity
|
| |
Entity’s Business
|
| |
Affiliation
|
|
Howard D. Morgan | | |
Argand Partners, LP
Oase Management GmbH |
| |
Private Equity Firm
Water Products Design and Manufacturing |
| |
Partner and Senior Managing Director
Member of Advisory Board |
|
Tariq Osman | | |
Argand Partners, LP
Brintons Carpets Limited |
| |
Private Equity Firm
Carpet Manufacturing |
| |
Partner and Managing Director
Chairman |
|
| | | Gold Star Foods | | | Food Distribution | | | Director | |
| | | Sigma Electric Manufacturing Corp. | | | Industrial Manufacturing | | | Chairman | |
Heather L. Faust | | |
Argand Partners, LP
Oase Management GmbH |
| |
Private Equity Firm
Water Products Design and Manufacturing |
| |
Partner and Managing Director
Chair of Advisory Board |
|
| | | Sigma Electric Manufacturing Corp. | | | Industrial Manufacturing | | | Director | |
| | | Tensar International Corporation | | | Industrial Manufacturing | | | Director | |
Joseph Del Toro | | | Argand Partners, LP | | | Private Equity Firm | | | Partner, Chief Financial Officer & Director of Portfolio Operations | |
Charles Burns | | |
Argand Partners, LP
Sigma Electric Manufacturing Corp. |
| |
Private Equity Firm
Industrial Manufacturing |
| |
Vice President
Director |
|
Thomas K. Armstrong, Jr. | | | Sigma Electric Manufacturing Corp. | | | Industrial Manufacturing | | | Director | |
David A.B. Brown | | | EMCOR Group, Inc. | | | Mechanical & Electrical Construction and Energy Services | | | Director | |
| | | Global Power Equipment Group Inc. | | | Industrial Manufacturing and Energy Services | | | Director | |
David G. Hall | | | Brintons Carpets Limited | | | Carpet Manufacturing | | | Director | |
Gerard F. Rooney | | |
UCI Holdings, Inc.
Oase Management GmbH |
| |
Industrial Manufacturing
Water Products Design and Manufacturing |
| |
Director
Member of Advisory Board |
|
Revenue
|
| |
Six Months Ended April 30,
|
| |
2017 to 2018
|
| ||||||||||||||||||
|
2018
|
| |
2017
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||||
Statement of operations information: | | | | | | ||||||||||||||||||||
U.S. Concrete Pumping – Brundage-Bone
|
| | | $ | 73,135,667 | | | | | $ | 71,182,467 | | | | | $ | 1,953,200 | | | | | | 2.7 % | | |
U.K. Concrete Pumping – Camfaud
|
| | | | 22,827,716 | | | | | | 14,878,381 | | | | | | 7,949,335 | | | | | | 53.4 % | | |
Concrete Waste Management Services – Eco-Pan
|
| | | | 13,242,148 | | | | | | 10,463,996 | | | | | | 2,778,152 | | | | | | 26.5 % | | |
Revenue
|
| | | $ | 109,205,531 | | | | | $ | 96,524,844 | | | | | $ | 12,680,687 | | | | | | 13.1 % | | |
|
Cost of Operations
|
| |
Six Months Ended April 30,
|
| |
2017 to 2018
|
| ||||||||||||||||||
|
2018
|
| |
2017
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||||
Statement of operations information: | | | | | | ||||||||||||||||||||
U.S. Concrete Pumping – Brundage-Bone
|
| | | $ | 43,038,414 | | | | | $ | 43,870,629 | | | | | $ | (832,215 ) | | | | | | -1.9 % | | |
U.K. Concrete Pumping – Camfaud
|
| | | | 14,122,693 | | | | | | 9,184,850 | | | | | | 4,937,843 | | | | | | 53.8 % | | |
Concrete Waste Management Services – Eco-Pan
|
| | | | 4,802,388 | | | | | | 3,856,606 | | | | | | 945,782 | | | | | | 24.5 % | | |
Cost of Operations
|
| | | $ | 61,963,495 | | | | | $ | 56,912,085 | | | | | $ | 5,051,410 | | | | | | 8.9 % | | |
|
Gross Profit
|
| |
Six Months Ended April 30,
|
| |
2017 to 2018
|
| ||||||||||||||||||
|
2018
|
| |
2017
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||||
Statement of operations information: | | | | | | ||||||||||||||||||||
U.S. Concrete Pumping – Brundage-Bone
|
| | | $ | 30,097,253 | | | | | $ | 27,311,838 | | | | | $ | 2,785,415 | | | | | | 10.2 % | | |
U.K. Concrete Pumping – Camfaud
|
| | | | 8,705,023 | | | | | | 5,693,531 | | | | | | 3,011,492 | | | | | | 52.9 % | | |
Concrete Waste Management Services – Eco-Pan
|
| | | | 8,439,760 | | | | | | 6,607,390 | | | | | | 1,832,370 | | | | | | 27.7 % | | |
Gross Profit
|
| | | $ | 47,242,036 | | | | | $ | 39,612,759 | | | | | $ | 7,629,277 | | | | | | 19.3 % | | |
|
General and Administrative Expenses
|
| |
Six Months Ended April 30,
|
| |
2017 to 2018
|
| ||||||||||||||||||
|
2018
|
| |
2017
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||||
Statement of operations information: | | | | | | ||||||||||||||||||||
U.S. Concrete Pumping – Brundage-Bone
|
| | | $ | 17,894,396 | | | | | $ | 19,987,269 | | | | | $ | (2,092,873 ) | | | | | | -10.5 % | | |
U.K. Concrete Pumping – Camfaud
|
| | | | 5,722,261 | | | | | | 2,805,561 | | | | | | 2,916,700 | | | | | | 104.0 % | | |
Concrete Waste Management Services – Eco-Pan
|
| | | | 3,600,308 | | | | | | 3,669,314 | | | | | | (69,006 ) | | | | | | -1.9 % | | |
Corporate
|
| | | | (1,127,673 ) | | | | | | (461,369 ) | | | | | | (666,304 ) | | | | | | 144.4 % | | |
General and Administrative Expenses
|
| | | $ | 26,089,292 | | | | | $ | 26,000,775 | | | | | $ | 88,517 | | | | | | 0.3 % | | |
|
Transaction Costs
|
| |
Six Months Ended April 30,
|
| |
2017 to 2018
|
| ||||||||||||||||||
|
2018
|
| |
2017
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||||
Statement of operations information: | | | | | | ||||||||||||||||||||
U.S. Concrete Pumping – Brundage-Bone
|
| | | $ | 1,125,289 | | | | | $ | 3,841,745 | | | | | $ | (2,716,456 ) | | | | | | -70.7 % | | |
U.K. Concrete Pumping – Camfaud
|
| | | | — | | | | | | 22,626 | | | | | | (22,626 ) | | | | | | — | | |
Concrete Waste Management Services – Eco-Pan
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Transaction Costs
|
| | | $ | 1,125,289 | | | | | $ | 3,864,371 | | | | | $ | (2,739,082 ) | | | | | | -70.9 % | | |
|
Income from operations
|
| |
Six Months Ended April 30,
|
| |
2017 to 2018
|
| ||||||||||||||||||
|
2018
|
| |
2017
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||||
Statement of operations information: | | | | | | ||||||||||||||||||||
U.S. Concrete Pumping – Brundage-Bone
|
| | | $ | 11,077,568 | | | | | $ | 3,482,824 | | | | | $ | 7,594,744 | | | | | | 218.1 % | | |
U.K. Concrete Pumping – Camfaud
|
| | | | 2,982,762 | | | | | | 2,865,344 | | | | | | 117,418 | | | | | | 4.1 % | | |
Concrete Waste Management Services – Eco-Pan
|
| | | | 4,839,452 | | | | | | 2,938,076 | | | | | | 1,901,376 | | | | | | 64.7 % | | |
Corporate
|
| | | | 1,127,673 | | | | | | 461,369 | | | | | | 666,304 | | | | | | 144.4 % | | |
Income from operations
|
| | | $ | 20,027,455 | | | | | $ | 9,747,613 | | | | | $ | 10,279,842 | | | | | | 105.5 % | | |
|
Other (Expense)/Income
|
| |
Six Months Ended April 30,
|
| |
2017 to 2018
|
| ||||||||||||||||||
|
2018
|
| |
2017
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||||
Statement of operations information: | | | | | | ||||||||||||||||||||
U.S. Concrete Pumping – Brundage-Bone
|
| | | $ | (8,058,680 ) | | | | | $ | (10,015,854 ) | | | | | $ | 1,957,174 | | | | | | -19.5 % | | |
U.K. Concrete Pumping – Camfaud
|
| | | | (2,134,140 ) | | | | | | (1,642,516 ) | | | | | | (491,624 ) | | | | | | — | | |
Concrete Waste Management Services – Eco-Pan
|
| | | | (500 ) | | | | | | 22,338 | | | | | | (22,838 ) | | | | | | -102.2 % | | |
Other (Expense)/Income
|
| | | $ | (10,193,320 ) | | | | | $ | (11,636,032 ) | | | | | $ | 1,442,712 | | | | | | -12.4 % | | |
|
Income Tax (Benefit) Provision
|
| |
Six Months Ended April 30,
|
| |
2017 to 2018
|
| ||||||||||||||||||
|
2018
|
| |
2017
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||||
Statement of operations information: | | | | | | ||||||||||||||||||||
U.S. Concrete Pumping – Brundage-Bone
|
| | | $ | (12,224,644 ) | | | | | $ | 241,853 | | | | | $ | (12,466,497 ) | | | | | | -5154.6 % | | |
U.K. Concrete Pumping – Camfaud
|
| | | | 177,361 | | | | | | 343,982 | | | | | | (166,621 ) | | | | | | -48.4 % | | |
Concrete Waste Management Services – Eco-Pan
|
| | | | (205,429 ) | | | | | | 1,143,502 | | | | | | (1,348,931 ) | | | | | | -118.0 % | | |
Corporate
|
| | | | (81,068 ) | | | | | | (478,565 ) | | | | | | 397,497 | | | | | | -83.1 % | | |
Income Tax (Benefit) Provision
|
| | | $ | (12,333,780 ) | | | | | $ | 1,250,772 | | | | | $ | (13,584,552 ) | | | | | | -1086.1 % | | |
|
EBITDA
|
| |
Six Months Ended April 30,
|
| |
2017 to 2018
|
| ||||||||||||||||||
|
2018
|
| |
2017
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||||
Statement of operations information: | | | | | | ||||||||||||||||||||
U.S. Concrete Pumping – Brundage-Bone
|
| | | $ | 18,003,294 | | | | | $ | 18,116,147 | | | | | $ | (112,853 ) | | | | | | -0.6 % | | |
U.K. Concrete Pumping – Camfaud
|
| | | | 7,033,127 | | | | | | (1,509,734 ) | | | | | | 8,542,861 | | | | | | -565.9 % | | |
Concrete Waste Management Services – Eco-Pan
|
| | | | 5,848,958 | | | | | | 4,099,827 | | | | | | 1,749,131 | | | | | | 42.7 % | | |
Corporate
|
| | | | 1,249,950 | | | | | | 2,486,479 | | | | | | (1,236,529 ) | | | | | | -49.7 % | | |
EBITDA
|
| | | $ | 32,135,329 | | | | | $ | 23,192,719 | | | | | $ | 10,179,139 | | | | | | 43.9 % | | |
|
Revenue
|
| |
Year Ended October 31,
|
| |
2016 to 2017
|
| ||||||||||||||||||
|
2017
|
| |
2016
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||||
Statement of operations information: | | | | | | ||||||||||||||||||||
U.S. Concrete Pumping – Brundage-Bone
|
| | | $ | 151,194,931 | | | | | $ | 153,488,134 | | | | | $ | (2,293,203 ) | | | | | | -1.5 % | | |
U.K. Concrete Pumping – Camfaud
|
| | | | 36,433,763 | | | | | | — | | | | | | 36,433,763 | | | | | | — | | |
Concrete Waste Management Services – Eco-Pan
|
| | | | 23,581,905 | | | | | | 18,937,413 | | | | | | 4,644,492 | | | | | | 24.5 % | | |
Revenue
|
| | | $ | 211,210,599 | | | | | $ | 172,425,547 | | | | | $ | 38,785,052 | | | | | | 22.5 % | | |
|
Cost of Operations
|
| |
Year Ended October 31,
|
| |
2016 to 2017
|
| ||||||||||||||||||
|
2017
|
| |
2016
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||||
Statement of operations information: | | | | | | ||||||||||||||||||||
U.S. Concrete Pumping – Brundage-Bone
|
| | | $ | 90,821,087 | | | | | $ | 90,299,297 | | | | | $ | 521,790 | | | | | | 0.6 % | | |
U.K. Concrete Pumping – Camfaud
|
| | | | 22,257,111 | | | | | | — | | | | | | 22,257,111 | | | | | | — | | |
Concrete Waste Management Services – Eco-Pan
|
| | | | 8,373,301 | | | | | | 6,942,476 | | | | | | 1,430,825 | | | | | | 20.6 % | | |
Cost of Operations
|
| | | $ | 121,451,499 | | | | | $ | 97,241,773 | | | | | $ | 24,209,726 | | | | | | 24.9 % | | |
|
Gross Profit
|
| |
Year Ended October 31,
|
| |
2016 to 2017
|
| ||||||||||||||||||
|
2017
|
| |
2016
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||||
Statement of operations information: | | | | | | ||||||||||||||||||||
U.S. Concrete Pumping – Brundage-Bone
|
| | | $ | 60,373,844 | | | | | $ | 63,188,837 | | | | | $ | (2,814,993 ) | | | | | | -4.5 % | | |
U.K. Concrete Pumping – Camfaud
|
| | | | 14,176,652 | | | | | | — | | | | | | 14,176,652 | | | | | | — | | |
Concrete Waste Management Services – Eco-Pan
|
| | | | 15,208,604 | | | | | | 11,994,937 | | | | | | 3,213,667 | | | | | | 26.8 % | | |
Gross Profit
|
| | | $ | 89,759,100 | | | | | $ | 75,183,774 | | | | | $ | 14,575,326 | | | | | | 19.4 % | | |
|
General and Administrative Expenses
|
| |
Year Ended October 31,
|
| |
2016 to 2017
|
| ||||||||||||||||||
|
2017
|
| |
2016
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||||
Statement of operations information: | | | | | | ||||||||||||||||||||
U.S. Concrete Pumping – Brundage-Bone
|
| | | $ | 36,707,978 | | | | | $ | 34,482,752 | | | | | $ | 2,225,226 | | | | | | 6.5 % | | |
U.K. Concrete Pumping – Camfaud
|
| | | | 9,799,143 | | | | | | — | | | | | | 9,799,143 | | | | | | — | | |
Concrete Waste Management Services – Eco-Pan
|
| | | | 7,635,512 | | | | | | 7,119,400 | | | | | | 516,112 | | | | | | 7.2 % | | |
Corporate
|
| | | | (1,277,723 ) | | | | | | (1,011,392 ) | | | | | | (266,331 ) | | | | | | 26.3 % | | |
General and Administrative Expenses
|
| | | $ | 52,864,910 | | | | | $ | 40,590,760 | | | | | $ | 12,274,150 | | | | | | 30.2 % | | |
|
Transaction Costs
|
| |
Year Ended October 31,
|
| |
2016 to 2017
|
| ||||||||||||||||||
|
2017
|
| |
2016
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||||
Statement of operations information: | | | | | | ||||||||||||||||||||
U.S. Concrete Pumping – Brundage-Bone
|
| | | $ | 4,489,517 | | | | | $ | 3,691,466 | | | | | $ | 798,051 | | | | | | 21.6 % | | |
U.K. Concrete Pumping – Camfaud
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Concrete Waste Management Services – Eco-Pan
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Transaction Costs
|
| | | $ | 4,489,517 | | | | | $ | 3,691,466 | | | | | $ | 798,051 | | | | | | 21.6 % | | |
|
Income from operations
|
| |
Year Ended October 31,
|
| |
2016 to 2017
|
| ||||||||||||||||||
|
2017
|
| |
2016
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||||
Statement of operations information: | | | | | | ||||||||||||||||||||
U.S. Concrete Pumping – Brundage-Bone
|
| | | $ | 19,176,349 | | | | | $ | 25,014,619 | | | | | $ | (5,838,270 ) | | | | | | -23.3 % | | |
U.K. Concrete Pumping – Camfaud
|
| | | | 4,377,509 | | | | | | — | | | | | | 4,377,509 | | | | | | — | | |
Concrete Waste Management Services – Eco-Pan
|
| | | | 7,573,091 | | | | | | 4,875,537 | | | | | | 2,697,554 | | | | | | 55.3 % | | |
Corporate
|
| | | | 1,277,723 | | | | | | 1,011,392 | | | | | | 266,331 | | | | | | 26.3 % | | |
Income from operations
|
| | | $ | 32,404,673 | | | | | $ | 30,901,548 | | | | | $ | 1,503,125 | | | | | | 4.9 % | | |
|
Other (Expense)/Income
|
| |
Year Ended October 31,
|
| |
2016 to 2017
|
| ||||||||||||||||||
|
2017
|
| |
2016
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||||
Statement of operations information: | | | | | | ||||||||||||||||||||
U.S. Concrete Pumping – Brundage-Bone
|
| | | $ | (24,238,203 ) | | | | | $ | (20,223,437 ) | | | | | $ | (4,014,766 ) | | | | | | 19.9 % | | |
U.K. Concrete Pumping – Camfaud
|
| | | | (3,521,397 ) | | | | | | — | | | | | | (3,521,397 ) | | | | | | — | | |
Concrete Waste Management Services – Eco-Pan
|
| | | | 24,864 | | | | | | 9,021 | | | | | | 15,843 | | | | | | 175.6 % | | |
Other (Expense)/Income
|
| | | $ | (27,734,736 ) | | | | | $ | (20,214,416 ) | | | | | $ | (7,520,320 ) | | | | | | 37.2 % | | |
|
Income Tax (Benefit) Provision
|
| |
Year Ended October 31,
|
| |
2016 to 2017
|
| ||||||||||||||||||
|
2017
|
| |
2016
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||||
Statement of operations information: | | | | | | ||||||||||||||||||||
U.S. Concrete Pumping – Brundage-Bone
|
| | | $ | 3,109,635 | | | | | $ | 4,603,472 | | | | | $ | (1,493,837 ) | | | | | | -32.5 % | | |
U.K. Concrete Pumping – Camfaud
|
| | | | 245,424 | | | | | | 0 | | | | | | 245,424 | | | | |||||
Concrete Waste Management Services – Eco-Pan
|
| | | | 2,791,138 | | | | | | 703,733 | | | | | | 2,087,405 | | | | | | 296.6 % | | |
Corporate
|
| | | | (2,389,539 ) | | | | | | (853,664 ) | | | | | | (1,535,875 ) | | | | | | 179.9 % | | |
Income Tax (Benefit) Provision
|
| | | $ | 3,756,658 | | | | | $ | 4,453,541 | | | | | $ | (696,883 ) | | | | | | -15.6 % | | |
|
EBITDA
|
| |
Year Ended October 31,
|
| |
2016 to 2017
|
| ||||||||||||||||||
|
2017
|
| |
2016
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||||
Statement of operations information: | | | | | | ||||||||||||||||||||
U.S. Concrete Pumping – Brundage-Bone
|
| | | $ | 36,925,969 | | | | | $ | 43,763,760 | | | | | $ | (6,837,791 ) | | | | | | -15.6 % | | |
U.K. Concrete Pumping – Camfaud
|
| | | | 10,827,292 | | | | | | — | | | | | | 10,827,292 | | | | |||||
Concrete Waste Management Services – Eco-Pan
|
| | | | 9,912,446 | | | | | | 7,560,512 | | | | | | 2,351,934 | | | | | | 31.1 % | | |
Corporate
|
| | | | (3,093,897 ) | | | | | | 1,188,480 | | | | | | (4,282,377 ) | | | | | | -360.3 % | | |
EBITDA
|
| | | $ | 54,571,810 | | | | | $ | 52,512,752 | | | | | $ | 2,059,058 | | | | | | 3.9 % | | |
|
Revenue
|
| |
Year Ended October 31,
|
| |
2015 to 2016
|
| ||||||||||||||||||
|
2016
|
| |
2015
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||||
Statement of operations information: | | | | | | ||||||||||||||||||||
U.S. Concrete Pumping – Brundage-Bone
|
| | | $ | 153,488,134 | | | | | $ | 131,975,731 | | | | | $ | 21,512,403 | | | | | | 16.3 % | | |
Concrete Waste Management Services – Eco-Pan
|
| | | | 18,937,413 | | | | | | 15,384,970 | | | | | | 3,552,443 | | | | | | 23.1 % | | |
Revenue
|
| | | $ | 172,425,547 | | | | | $ | 147,360,701 | | | | | $ | 25,064,846 | | | | | | 17.0 % | | |
|
Cost of Operations
|
| |
Year Ended October 31,
|
| |
2015 to 2016
|
| ||||||||||||||||||
|
2016
|
| |
2015
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||||
Statement of operations information: | | | | | | ||||||||||||||||||||
U.S. Concrete Pumping – Brundage-Bone
|
| | | $ | 90,299,297 | | | | | $ | 78,617,637 | | | | | $ | 11,681,660 | | | | | | 14.9 % | | |
Concrete Waste Management Services – Eco-Pan
|
| | | | 6,942,476 | | | | | | 5,898,354 | | | | | | 1,044,122 | | | | | | 17.7 % | | |
Cost of Operations
|
| | | $ | 97,241,773 | | | | | $ | 84,515,991 | | | | | $ | 12,725,782 | | | | | | 15.1 % | | |
|
Gross Profit
|
| |
Year Ended October 31,
|
| |
2015 to 2016
|
| ||||||||||||||||||
|
2016
|
| |
2015
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||||
Statement of operations information: | | | | | | ||||||||||||||||||||
U.S. Concrete Pumping – Brundage-Bone
|
| | | $ | 63,188,837 | | | | | $ | 53,358,094 | | | | | $ | 9,830,743 | | | | | | 18.4 % | | |
Concrete Waste Management Services – Eco-Pan
|
| | | | 11,994,937 | | | | | | 9,486,616 | | | | | | 2,508,321 | | | | | | 26.4 % | | |
Gross Profit
|
| | | $ | 75,183,774 | | | | | $ | 62,844,710 | | | | | $ | 12,339,064 | | | | | | 19.6 % | | |
|
General and Administrative Expenses
|
| |
Year Ended October 31,
|
| |
2015 to 2016
|
| ||||||||||||||||||
|
2016
|
| |
2015
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||||
Statement of operations information: | | | | | | ||||||||||||||||||||
General and Administrative Expenses
|
| | | $ | 34,482,752 | | | | | $ | 31,519,127 | | | | | $ | 2,963,625 | | | | | | 9.4 % | | |
Concrete Waste Management Services – Eco-Pan
|
| | | | 7,119,400 | | | | | | 5,365,049 | | | | | | 1,754,351 | | | | | | 32.7 % | | |
Corporate
|
| | | | (1,011,392 ) | | | | | | (1,228,160 ) | | | | | | 216,768 | | | | | | -17.6 % | | |
General and Administrative Expenses
|
| | | $ | 40,590,760 | | | | | $ | 35,656,016 | | | | | $ | 4,934,744 | | | | | | 13.8 % | | |
|
Transaction Costs
|
| |
Year Ended October 31,
|
| |
2015 to 2016
|
| ||||||||||||||||||
|
2016
|
| |
2015
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||||
Statement of operations information: | | | | | | ||||||||||||||||||||
U.S. Concrete Pumping – Brundage-Bone
|
| | | $ | 3,691,466 | | | | | $ | 1,245,041 | | | | | $ | 2,446,425 | | | | | | 196.5 % | | |
Concrete Waste Management Services – Eco-Pan
|
| | | | — | | | | | | 8,488 | | | | | | (8,488 ) | | | | | | -100.0 % | | |
Transaction Costs
|
| | | $ | 3,691,466 | | | | | $ | 1,253,529 | | | | | $ | 2,437,937 | | | | | | 194.5 % | | |
|
Income from Operations
|
| |
Year Ended October 31,
|
| |
2015 to 2016
|
| ||||||||||||||||||
|
2016
|
| |
2015
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||||
Statement of operations information: | | | | | | ||||||||||||||||||||
U.S. Concrete Pumping – Brundage-Bone
|
| | | $ | 25,014,619 | | | | | $ | 20,593,926 | | | | | $ | 4,420,693 | | | | | | 21.5 % | | |
Concrete Waste Management Services – Eco-Pan
|
| | | | 4,875,537 | | | | | | 4,113,079 | | | | | | 762,458 | | | | | | 18.5 % | | |
Corporate
|
| | | | 1,011,392 | | | | | | 1,228,160 | | | | | | (216,768 ) | | | | | | -17.6 % | | |
Income from Operations
|
| | | $ | 30,901,548 | | | | | $ | 25,935,165 | | | | | $ | 4,966,383 | | | | | | 19.1 % | | |
|
Other (Expense)/Income
|
| |
Year Ended October 31,
|
| |
2015 to 2016
|
| ||||||||||||||||||
|
2016
|
| |
2015
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||||
Statement of operations information: | | | | | | ||||||||||||||||||||
U.S. Concrete Pumping – Brundage-Bone
|
| | | $ | (20,223,437 ) | | | | | $ | (20,295,517 ) | | | | | $ | 72,080 | | | | | | -0.4 % | | |
Concrete Waste Management Services – Eco-Pan
|
| | | | 9,021 | | | | | | (110,306 ) | | | | | | 119,327 | | | | | | -108.2 % | | |
Other (Expense)/Income
|
| | | $ | (20,214,416 ) | | | | | $ | (20,405,823 ) | | | | | $ | 191,407 | | | | | | -0.9 % | | |
|
Income Tax (Benefit) Provision
|
| |
Year Ended October 31,
|
| |
2015 to 2016
|
| ||||||||||||||||||
|
2016
|
| |
2015
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||||
Statement of operations information: | | | | | | ||||||||||||||||||||
U.S. Concrete Pumping – Brundage-Bone
|
| | | $ | 4,603,472 | | | | | $ | 1,665,133 | | | | | $ | 2,938,339 | | | | | | 176.5 % | | |
Concrete Waste Management Services – Eco-Pan
|
| | | | 703,733 | | | | | | 1,400,716 | | | | | | (696,983 ) | | | | | | -49.8 % | | |
Corporate
|
| | | | (853,664 ) | | | | | | (1,045,737 ) | | | | | | 192,073 | | | | | | -18.4 % | | |
Income Tax (Benefit) Provision
|
| | | $ | 4,453,541 | | | | | $ | 2,020,112 | | | | | $ | 2,433,429 | | | | | | 120.5 % | | |
|
EBITDA
|
| |
Year Ended October 31,
|
| |
2015 to 2016
|
| ||||||||||||||||||
|
2016
|
| |
2015
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||||
Statement of operations information: | | | | | | ||||||||||||||||||||
U.S. Concrete Pumping – Brundage-Bone
|
| | | $ | 43,763,760 | | | | | $ | 38,632,658 | | | | | $ | 5,131,102 | | | | | | 13.3 % | | |
Concrete Waste Management Services – Eco-Pan
|
| | | | 7,560,512 | | | | | | 6,560,508 | | | | | | 1,000,004 | | | | | | 15.2 % | | |
Corporate
|
| | | | 1,188,480 | | | | | | 1,431,283 | | | | | | (242,803 ) | | | | | | -17.0 % | | |
EBITDA
|
| | | $ | 52,512,752 | | | | | $ | 46,624,449 | | | | | $ | 5,888,303 | | | | | | 12.6 % | | |
|
| | |
Six Months Ended April 30,
|
| |
Years Ended December 31,
|
| ||||||||||||||||||||||||
| | |
2018
|
| |
2017
|
| |
2017
|
| |
2016
|
| |
2015
|
| |||||||||||||||
Statement of operations information:
|
| | | | | | |||||||||||||||||||||||||
Net cash provided by operating activities
|
| | | $ | 13,150,829 | | | | | $ | 2,878,024 | | | | | $ | 34,226,394 | | | | | $ | 35,757,440 | | | | | $ | 25,554,470 | | |
Net cash used in investing activities
|
| | | | (29,174,682 ) | | | | | | (48,736,150 ) | | | | | | (83,088,761 ) | | | | | | (28,973,671 ) | | | | | | (18,110,482 ) | | |
Net cash provided by (used in) financing activities
|
| | | | 11,452,536 | | | | | | 46,714,207 | | | | | | 52,763,957 | | | | | | (14,812,802 ) | | | | | | (3,764,165 ) | | |
Adjusted EBITDA
|
| |
Six Months Ended April 30,
|
| |
Years Ended December 31,
|
| ||||||||||||||||||||||||
|
2018
|
| |
2017
|
| |
2017
|
| |
2016
|
| |
2015
|
| |||||||||||||||||
Statement of operations information:
|
| | | | | | |||||||||||||||||||||||||
Net income (loss)
|
| | | $ | 22,167,915 | | | | | $ | (3,139,191 ) | | | | | $ | 913,279 | | | | | $ | 6,233,591 | | | | | $ | 3,509,230 | | |
Interest expense, net
|
| | | | 10,213,147 | | | | | | 11,494,641 | | | | | | 22,747,848 | | | | | | 19,516,077 | | | | | | 20,491,654 | | |
Income tax expense (benefit)
|
| | | | (12,333,780 ) | | | | | | 1,250,772 | | | | | | 3,756,658 | | | | | | 4,453,541 | | | | | | 2,020,112 | | |
Depreciation and amortization
|
| | | | 12,088,047 | | | | | | 13,586,497 | | | | | | 27,154,025 | | | | | | 22,309,543 | | | | | | 20,603,453 | | |
Consolidated EBITDA
|
| | | | 32,135,329 | | | | | | 23,192,719 | | | | | | 54,571,810 | | | | | | 52,512,752 | | | | | | 46,624,449 | | |
Transaction expenses
|
| | | | 1,125,289 | | | | | | 3,841,745 | | | | | | 4,489,517 | | | | | | 3,691,466 | | | | | | 1,253,529 | | |
Loss on debt extinguishment
|
| | | | — | | | | | | 212,868 | | | | | | 5,161,065 | | | | | | 643,876 | | | | | | — | | |
Other (income) expense
|
| | | | (19,827 ) | | | | | | 71,477 | | | | | | (174,177 ) | | | | | | 54,463 | | | | | | 85,831 | | |
Other adjustments
|
| | | | (1,459,805 ) | | | | | | 1,242,089 | | | | | | 2,565,562 | | | | | | 1,205,290 | | | | | | — | | |
Management Fees
|
| | | | 2,312,700 | | | | | | 651,900 | | | | | | 1,750,100 | | | | | | 1,535,705 | | | | | | 1,600,000 | | |
Subtotal adjustments to EBITDA
|
| | | | 1,958,357 | | | | | | 6,020,079 | | | | | | 13,792,067 | | | | | | 7,130,800 | | | | | | 2,939,360 | | |
Adjusted EBITDA
|
| | | $ | 34,093,686 | | | | | $ | 29,212,798 | | | | | $ | 68,363,877 | | | | | $ | 59,643,552 | | | | | $ | 49,563,809 | | |
|
| | |
Total
|
| |
Less than
1 year |
| |
1 – 3 years
|
| |
3 – 5 years
|
| |
More than
5 years |
| |||||||||||||||
Long term debt obligations
(1)
|
| | | $ | 254,364,407 | | | | | $ | 16,258,681 | | | | | $ | 48,150,528 | | | | | $ | 38,668,198 | | | | | $ | 151,287,000 | | |
Capital leases and obligations
(2)
|
| | | | 956,980 | | | | | | 201,594 | | | | | | 235,987 | | | | | | 228,005 | | | | | | 291,394 | | |
Operating lease obligations
(3)
|
| | | | 4,142,125 | | | | | | 1,551,209 | | | | | | 1,500,598 | | | | | | 795,267 | | | | | | 295,051 | | |
Total contractual obligations
|
| | | $ | 259,463,512 | | | | | $ | 18,011,484 | | | | | $ | 49,887,113 | | | | | $ | 39,691,470 | | | | | $ | 151,873,445 | | |
|
Name
|
| |
Age
|
| |
Position(s) Held
|
|
Bruce Young | | |
59
|
| | Chief Executive Officer and Director | |
Iain Humphries | | |
43
|
| | Chief Financial Officer and Director | |
David Anthony Faud | | |
53
|
| | Managing Director, U.K. | |
David A.B. Brown
(1)(3)(4)
|
| |
74
|
| | Chairman of the Board | |
Tariq Osman
(2)(3)(4)
|
| |
40
|
| | Vice Chairman of the Board | |
Heather L. Faust (1) | | |
38
|
| | Director | |
David G. Hall (3) | | |
60
|
| | Director | |
Brian Hodges (2) | | |
65
|
| | Director | |
Howard D. Morgan (2) | | |
56
|
| | Director | |
John M. Piecuch
(1)(4)
|
| |
70
|
| | Director | |
Name and Principal Position
|
| |
Year
|
| |
Salary
($) (1) |
| |
Option
Awards ($) (2) |
| |
Non-Equity
Incentive Plan Compensation ($) (3) |
| |
All Other
Compensation ($) (4) |
| |
Total
($) |
| ||||||||||||||||||
Bruce Young
Chief Executive Officer |
| | | | 2017 | | | | | | 350,000 | | | | | | — | | | | | | 100,000 | | | | | | 177,389 | | | | | | 627,389 | | |
Iain Humphries
Chief Financial Officer |
| | | | 2017 | | | | | | 238,500 | | | | | | 706,982 | | | | | | 135,000 | | | | | | 88,952 | | | | | | 1,169,434 | | |
Stephen De Bever
Chief Operating Officer |
| | | | 2017 | | | | | | 237,194 | | | | | | 471,322 | | | | | | 125,000 | | | | | | 22,931 | | | | | | 856,447 | | |
Gary Bernardez
Former Chief Operating Officer |
| | | | 2017 | | | | | | 173,077 | | | | | | — | | | | | | — | | | | | | 408,240 | | | | | | 581,317 | | |
Named Executive Officer
|
| |
2017 Options
(# of Shares) |
| |
Per Share
Exercise Price of 2017 Options ($) |
| ||||||
Iain Humphries
|
| | | | 86,640 | | | | | | 17.50 | | |
Stephen De Bever
|
| | | | 57,760 | | | | | | 17.50 | | |
| | |
Option Awards
|
| ||||||||||||||||||||||||
Name
|
| |
Grant Date
|
| |
Vesting
Commencement Date |
| |
Number of
Securities Underlying Unexercised Options (Exercisable) (#) |
| |
Number of
Securities Underlying Unexercised Options (Unexercisable) (#) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |||||||||
Bruce Young
Chief Executive Officer |
| |
February 4, 2015
|
| |
November 1, 2014
|
| | | | 415,872 | | | | | | 184,832 (1) | | | | | | 2.48 | | | |
February 5, 2025
|
|
Iain Humphries
Chief Financial Officer |
| | March 8, 2017 | | |
November 1, 2016
|
| | | | 86,640 | | | | | | 51,984 (1) | | | | | | 17.50 | | | | March 7, 2026 | |
Stephen De Bever
Former Chief Operating Officer |
| | March 8, 2017 | | |
November 1, 2016
|
| | | | 57,760 | | | | | | 34,656 (1) | | | | | | 17.50 | | | | March 7, 2026 | |
Gary Bernardez
(2)
Former Chief Operating Officer |
| |
—
|
| |
—
|
| | | | — | | | | | | — | | | | | | — | | | |
—
|
|
Directors and Executive Officers
(1)
|
| |
Industrea Prior to Business
Combination and Related Transactions |
| |
Newco After Business Combination
and Related Transactions |
| ||||||||||||||||||||||||||||||
|
Assuming No Redemption
|
| |
Assuming Maximum
Redemption |
| ||||||||||||||||||||||||||||||||
|
Number
of Shares Beneficially Owned |
| |
Percentage of
Outstanding Shares |
| |
Number
of Shares Beneficially Owned |
| |
Percentage of
Outstanding Shares |
| |
Number
of Shares Beneficially Owned |
| |
Percentage of
Outstanding Shares |
| ||||||||||||||||||||
Howard D. Morgan
(2)
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | | | |
Heather L. Faust
(2)
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | | | |
Tariq Osman
(2)
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | | | |
Joseph Del Toro
(2)
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | | | |
Charles Burns
(2)
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | | | |
Thomas K. Armstrong, Jr.
|
| | | | 84,250 (3) | | | | | | * | | | | | | 84,250 (3) | | | | | | * | | | | | | 84,250 (3) | | | | | | * | | |
David A.B. Brown
|
| | | | 84,250 (3) | | | | | | * | | | | | | 84,250 (3) | | | | | | * | | | | | | 84,250 (3) | | | | | | * | | |
David G. Hall
|
| | | | 84,250 (3) | | | | | | * | | | | | | 84,250 (3) | | | | | | * | | | | | | 84,250 (3) | | | | | | * | | |
Brian Hodges
|
| | | | 84,250 (3) | | | | | | * | | | | | | 84,250 (3) | | | | | | * | | | | | | 84,250 (3) | | | | | | * | | |
Gerard F. Rooney
|
| | | | 84,250 (3) | | | | | | * | | | | | | 84,250 (3) | | | | | | * | | | | | | 84,250 (3) | | | | | | * | | |
Bruce Young
(4)
|
| | | | — | | | | | | — | | | | | | 1,063,619 (5) | | | | | | 2.5 % | | | | | | 1,063,619 (5) | | | | | | 3.3 % | | |
Iain Humphries
(4)
|
| | | | — | | | | | | — | | | | | | 205,447 (6) | | | | | | * | | | | | | 205,447 (6) | | | | | | * | | |
David Anthony Faud
(4)
|
| | | | — | | | | | | — | | | | | | 213,595 | | | | | | * | | | | | | 213,595 | | | | | | * | | |
John M. Piecuch
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
All pre-Business Combination officers and directors as a group (ten individuals)
|
| | | | 421,250 | | | | | | 1.5 % | | | | | | 421,250 | | | | | | 1.0 % | | | | | | 421,250 | | | | | | 1.3 % | | |
All post-Business Combination officers and directors as a group (ten individuals)
|
| | | | 252,750 | | | | | | * | | | | | | 1,735,411 | | | | | | 4.1 % | | | | | | 1,735,411 | | | | | | 5.5 % | | |
Greater than 5% Stockholders (1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Argand Partners LP
|
| | | | 16,428,750 (2) | | | | | | 41.5 % | | | | | | 21,762,083 (7) | | | | | | 41.3 % | | | | | | 22,899,338 (7) | | | | | | 54.5 % | | |
Davidson Kempner Capital Management LP
(8)
|
| | | | 1,500,000 | | | | | | 5.2 % | | | | | | 1,500,000 | | | | | | 3.6 % | | | | | | — | | | | | | — | | |
Polar Asset Management Partners Inc.
(9)
|
| | | | 2,799,900 | | | | | | 9.7 % | | | | | | 2,799,900 | | | | | | 6.7 % | | | | | | — | | | | | | — | | |
Weiss Asset Management LP
(10)
|
| | | | 1,648,758 | | | | | | 5.7 % | | | | | | 1,648,758 | | | | | | 3.9 % | | | | | | — | | | | | | — | | |
Hawkeye Capital Master
(11)
|
| | | | 1,500,000 | | | | | | 5.2 % | | | | | | 1,500,000 | | | | | | 3.6 % | | | | | | — | | | | | | — | | |
Nuveen Alternatives Advisors, LLC
(12)
|
| | | | — | | | | | | — | | | | | | 2,450,980 (13) | | | | | | 5.9 % | | | | | | 2,450,980 (13) | | | | | | 7.9 % | | |
Lead Common Investor
(14)
|
| | | | — | | | | | | — | | | | | | 1,906,318 | | | | | | 4.6 % | | | | | | 1,906,318 | | | | | | 6.1 % | | |
BBCP Investors, LLC
(15)
|
| | | | — | | | | | | — | | | | | | 882,353 | | | | | | 2.1 % | | | | | | 12,113,290 | | | | | | 38.8 % | | |
| | |
Held Prior to the Offering
|
| |
Received in
Business Combination |
| |
Held After the Offering
(1)
|
| |||||||||||||||||||||
Name of Selling Stockholder
(2)
|
| |
Number of
Industrea common stock beneficially owned (3) |
| |
Percent of
Industrea common stock outstanding |
| |
Maximum
number of Newco common stock received in the Business Combination (4) |
| |
Number of
shares of Newco common stock beneficially owned |
| |
Percent of
Newco common stock outstanding |
| |||||||||||||||
Argand Partners LP
|
| | | | 16,428,750 | | | | | | 41.5 % | | | | | | 9,730,391 | | | | | | 16,428,750 | | | | | | 37.2 % | | |
| | |
Industrea
(Pre-Business Combination) |
| |
Newco
(Post-Business Combination) |
|
Authorized Capital
|
| | Industrea is authorized to issue 220,000,000 shares of common stock, par value $0.0001 per share, of which 28,750,000 shares were issued and outstanding as of September 10, 2018, and 1,000,000 shares of preferred stock, par value $0.0001 per share, of which no shares were issued and outstanding as of September 10, 2018. | | | Newco is authorized to issue 500,000,000 shares of common stock, par value $0.0001 per share, of which one share was issued and outstanding as of September 10, 2018, and 10,000,000 shares of preferred stock, par value $0.0001 per share, of which no shares were issued and outstanding as of September 10, 2018. | |
Voting Rights
|
| | The Industrea Charter states that holders of shares of common stock will be entitled to one vote for each such share of common stock held on each matter properly submitted to the stockholders on which the holders of the common stock are entitled to vote. | | | Same as Industrea. | |
Number of Directors
|
| | The Industrea Charter states that the number of directors of Industrea, other than those who may be elected by the holders of one or more series of the preferred stock voting separately by class or series, will be fixed from time to time in the manner provided in Industrea’s bylaws. | | | The Newco Charter states that the number of directors of Industrea, other than those who may be elected by the holders of one or more series of the preferred stock voting separately by class or series, will be fixed from time to time exclusively by the Newco Board pursuant to a resolution adopted by a majority of the Newco Board. | |
Election of Directors
|
| | The bylaws of Industrea require that the directors be elected by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon. | | | Same as Industrea. | |
Manner of Acting by Board
|
| | The bylaws of Industrea state that the act of a majority of the directors present at any meeting at which there is a quorum will be the act of the board of directors, except as may be otherwise specifically provided by applicable law, the certificate of incorporation or the bylaws. The bylaws of Industrea also permit the board of directors to take action by unanimous written consent. | | | Same as Industrea. | |
Removal of Directors
|
| | The Industrea Charter states that any or all of the directors may be removed | | | Same as Industrea. | |
| | |
Industrea
(Pre-Business Combination) |
| |
Newco
(Post-Business Combination) |
|
| | | from office at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class. This provision is qualified by the rights of holders of one or more series of preferred stock who may be granted rights to elect members of the board of directors. For the removal of directors elected pursuant to those rights, the removal from office will be governed by the terms of the applicable series of preferred stock as set forth in the certificate of incorporation. | | | | |
Nomination of Director
Candidates |
| | The bylaws of Industrea state that nominations of persons for election to the board of directors may be made at the annual meeting of the stockholders, or at any special meeting of the stockholders called for the purpose of electing directors, (i) by or at the direction of the board of directors or (ii) by any stockholder (x) who is a stockholder of record on the date of the giving of notice for the meeting of the stockholders and on the record date for the determination of stockholders entitled to vote at such meeting and (y) who complies with the notice procedures set forth in the bylaws. To be timely, a stockholder’s notice must be provided to the Secretary of Industrea and received no later than the close of business on the 90 th day nor earlier than the opening of business on the 120 th day before the anniversary date of the immediately preceding annual meeting of the stockholders; provided, however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so received not earlier than the opening of business on the 120 th day before the meeting and not later than the later of the close of business on | | | The bylaws of Newco state that nominations of one or more individuals to the board of directors may be made at an annual meeting of stockholders by any stockholder who was a stockholder of record at the time the notice provided for in the bylaws is delivered to the Secretary, who is entitled to vote at the meeting, and who complies with the notice procedures set forth in the bylaws. In the case of an annual meeting of stockholders, to be timely, any nomination made by a stockholder must be delivered to the Secretary at the principal executive offices not later than the close of business on the 90 th day, nor earlier than the close of business on the 120 th day, prior to the first anniversary of the preceding year’s annual meeting (provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder must be so delivered not earlier than the close of business on the 120 th day prior to such annual meeting and not later than the close of business on the later of the 90 th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first). In the case of a | |
| | |
Industrea
(Pre-Business Combination) |
| |
Newco
(Post-Business Combination) |
|
| | | the 90 th day before the meeting or the close of business on the 10th day following the day on which public announcement of the date of the annual meeting was first made by Industrea. In the case of a special meeting of stockholders called for the purpose of electing directors, notice is timely if received not later than the close of business on the 10th day following the day on which public announcement of the date of the special meeting is first made. | | | special meeting of stockholders, to be timely, any nomination made by a stockholder must be delivered to the Secretary at the principal executive offices not earlier than the close of business on the 120 th day prior to such special meeting and not later than the close of business on the later of the 90 th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of such special meeting and of the nominees proposed by the board of directors to be elected at such special meeting. | |
Business Proposals by
Stockholders |
| | The bylaws of Industrea state that business may be brought before an annual meeting of stockholders by any stockholder who is a stockholder of record on the date notice of the meeting is given and on the record date for the determination of stockholders entitled to vote at such meeting and who complies with the notice procedures set forth in the bylaws. To be timely, a stockholder’s notice must be received at the principal executive offices of Industrea not later than the close of business on the 90 th day nor earlier than the opening of business on the 120 th day before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so received not earlier than the opening of business on the 120 th day before the meeting and not later than the later of (x) the close of business on the 90 th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting is first made. | | | The bylaws of Newco state that the proposal of business other than nominations to be considered by the stockholders may be made at an annual meeting of stockholders by any stockholder who was a stockholder of record at the time the notice provided for in the bylaws is delivered to the Secretary, who is entitled to vote at the meeting, and who complies with the notice procedures set forth in the bylaws. In the case of an annual meeting of stockholders, to be timely, any such written notice of a proposal of business by a stockholder must be delivered to the Secretary at the principal executive offices not later than the close of business on the 90 th day nor earlier than the close of business on the 120 th day prior to the first anniversary of the preceding year’s annual meeting (provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder must be so delivered not earlier than the close of business on the 120 th day prior to such annual meeting and not later than the close of business on the later of the 90 th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made). | |
| | |
Industrea
(Pre-Business Combination) |
| |
Newco
(Post-Business Combination) |
|
Special Meetings of the
Board |
| | The bylaws of Industrea state that special meetings of the Board (a) may be called by the Chairman of the Board or President and (b) will be called by the Chairman of the Board, President or Secretary on the written request of at least a majority of directors then in office, or the sole director, as the case may be, and will be held at such time, date and place as may be determined by the person calling the meeting or, if called upon the request of directors or the sole director, as specified in such written request. Notice of each special meeting of the Board will be given to each director (i) at least 24 hours before the meeting if such notice is oral notice given personally or by telephone or written notice given by hand delivery or by means of a form of electronic transmission and delivery; (ii) at least two days before the meeting if such notice is sent by a nationally recognized overnight delivery service; and (iii) at least five days before the meeting if such notice is sent through the United States mail. If the Secretary fails or refuses to give such notice, then the notice may be given by the officer who called the meeting or the directors who requested the meeting. Any and all business that may be transacted at a regular meeting of the Board may be transacted at a special meeting. Except as may be otherwise expressly provided by applicable law, the certificate of incorporation, or the bylaws, neither the business to be transacted at, nor the purpose of, any special meeting need be specified in the notice or waiver of notice of such meeting. A special meeting may be held at any time without notice if all the directors are present or if those not present waive notice of the meeting. | | | The bylaws of Newco state that special meetings of the board of directors may be held at any time or place within or without the State of Delaware whenever called by the Chief Executive Officer, any Vice President, the Secretary, the Lead Director of the board of directors or by a majority of the board of directors. Notice of a special meeting of the board of directors must be given by the person or persons calling the meeting at least 24 hours before the special meeting. | |
Special Meetings of
Stockholders |
| | The Industrea Charter states that special meetings of stockholders may be called only by the Chairman of the Board, Chief Executive Officer, or the | | | Same as Industrea. | |
| | |
Industrea
(Pre-Business Combination) |
| |
Newco
(Post-Business Combination) |
|
| | | board of directors pursuant to a resolution adopted by a majority of the board of directors. The ability of stockholders to call a special meeting is specifically denied. | | | | |
Manner of Acting by
Stockholders |
| | The bylaws of Industrea state that all matters other than the election of directors will be determined by the vote of a majority of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon, unless the matter is one upon which, by applicable law, the certificate of incorporation, the bylaws or applicable stock exchange rules, a different vote is required, in which case such provision will govern and control the decision of such matter. | | | The bylaws of Newco state that directors will be elected by a plurality of the votes entitled to be cast by the stockholders who are present in person or represented by proxy at the meeting and entitled to vote on the election of directors. All other elections and questions will, unless otherwise provided by law, the certificate of incorporation or the bylaws, be decided by a majority of the votes entitled to be cast by the stockholders who are present in person or represented by proxy at the meeting and entitled to vote. In the case of a matter submitted for a vote of the stockholders as to which a stockholder approval requirement is applicable under the stockholder approval policy of The Nasdaq Stock Market or any other exchange or quotation system on which the capital stock is quoted or traded, the requirements of Rule 16b-3 under the Exchange Act or any provision of the Code, in each case for which no higher voting requirement is specified by the DGCL, the certificate of incorporation or the bylaws, the vote required for approval will be the requisite vote specified in such stockholder approval policy, Rule 16b-3 or Code provision, as the case may be (or the highest such requirement if more than one is applicable). | |
Stockholder Action
Without Meeting |
| | The Industrea Charter states that, following Industrea’s initial public offering, any action required or permitted to be taken by the stockholders must be effected by a duly called annual or special meeting of such holders and may not be effected by written consent of the stockholders. | | | Same as Industrea. | |
| | |
Industrea
(Pre-Business Combination) |
| |
Newco
(Post-Business Combination) |
|
| | | advancement of expenses, Industrea will indemnify any indemnified party in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the board of directors. | | | | |
Limitation of Liability of
Directors |
| | The Industrea Charter states that a director of Industrea will not be liable to Industrea or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended unless they violated their duty of loyalty to Industrea or its stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payment of dividends, unlawful stock purchases or unlawful redemptions, or derived improper personal benefit from their actions as directors. The Industrea Charter further states that any amendment, modification or repeal of the foregoing sentence will not adversely affect any right or protection of a director of Industrea thereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal. | | | The Newco Charter states that a director of Industrea will not be liable to Industrea or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended. The Newco Charter further states that any amendment, modification or repeal of the foregoing sentence will not adversely affect any right or protection of a director of Industrea thereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal, and that if the DGCL is hereafter amended to authorize corporate action further limiting or eliminating personal liability of directors, then the liability of each current or former director or officer shall be limited or eliminated to the fullest extent permitted by the DGCL as so amended from time to time. | |
Amendments to Bylaws
|
| | The bylaws of Industrea state that the board of directors will have the power to adopt, amend, alter or repeal the bylaws. Further, the bylaws state that the affirmative vote of a majority of the board of directors will be required to adopt, amend, alter or repeal the bylaws. Finally, the bylaws state that the bylaws also may be adopted, amended, altered or repealed by the stockholders; provided, however, that in addition to any vote of the holders of any class or series of capital stock of Industrea required by applicable law or the certificate of incorporation, the affirmative vote of the holders of at least a majority of | | | The bylaws of Newco state that the bylaws may only be amended or repealed by the stockholders at an annual or special meeting of the stockholders, the notice for which designates that an amendment or repeal of one or more of such sections is to be considered, only by an affirmative vote of the stockholders holding a majority in interest of all shares entitled to vote upon such amendment or repeal, voting as a single class; provided, however, that Article 1, Section 2.2, Article 6 and Section 7.7 of the bylaws may only be amended or repealed by the stockholders at an annual or special | |
| | |
Industrea
(Pre-Business Combination) |
| |
Newco
(Post-Business Combination) |
|
| | | applicable law, dissolve and liquidate, subject in each case to Industrea’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. | | | | |
Redemption Rights
|
| | The Industrea Charter states that prior to the consummation of an initial business combination, Industrea will provide all holders of public shares with the opportunity to have their public shares redeemed upon the consummation of an initial business combination for cash equal to the applicable redemption price per share determined in accordance with the Industrea Charter. | | | None. | |
| | |
Units
(INDUU) |
| |
Class A common stock
(INDU) |
| |
Warrants
(INDUW) |
| |||||||||||||||||||||||||||
| | |
High
|
| |
Low
|
| |
High
|
| |
Low
|
| |
High
|
| |
Low
|
| ||||||||||||||||||
Fiscal 2018: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Quarter ended 3/31/2018
|
| | | $ | 10.45 | | | | | $ | 10.02 | | | | | $ | 9.85 | | | | | $ | 9.68 | | | | | $ | 0.93 | | | | | $ | 0.40 | | |
Quarter ended 6/30/2018
|
| | | $ | 10.60 | | | | | $ | 10.35 | | | | | $ | 11.74 | | | | | $ | 9.78 | | | | | $ | 0.65 | | | | | $ | 0.43 | | |
Fiscal 2017: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Quarter ended 3/31/2017
|
| | | $ | N/A | | | | | $ | N/A | | | | | $ | N/A | | | | | $ | N/A | | | | | $ | N/A | | | | | $ | N/A | | |
Quarter ended 6/30/2017
|
| | | $ | N/A | | | | | $ | N/A | | | | | $ | N/A | | | | | $ | N/A | | | | | $ | N/A | | | | | $ | N/A | | |
Quarter ended 9/30/2017
(1)(2)(3)
|
| | | $ | 10.17 | | | | | $ | 10.00 | | | | | $ | 9.83 | | | | | $ | 9.65 | | | | | $ | 0.55 | | | | | $ | 0.37 | | |
Quarter ended 12/31/17
|
| | | $ | 10.46 | | | | | $ | 9.95 | | | | | $ | 9.81 | | | | | $ | 9.68 | | | | | $ | 0.46 | | | | | $ | 0.36 | | |
| | |
Page
|
| |||
INDUSTREA ACQUISITION CORP. | | | | | | | |
Year Ended December 31, 2017 | | | | | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | | |
| | | | F-8 | | | |
Six Months Ended June 30, 2018 | | | | | | | |
| | | | F-18 | | | |
| | | | F-19 | | | |
| | | | F-20 | | | |
| | | | F-21 | | | |
CONCRETE PUMPING HOLDINGS, INC. | | | | | | | |
Years Ended October 31, 2017, 2016 and 2015 | | | | | | | |
| | | | F-30 | | | |
| | | | F-31 | | | |
| | | | F-32 | | | |
| | | | F-33 | | | |
| | | | F-34 | | | |
| | | | F-35 | | | |
| | | | F-37 | | | |
Six Months Ended April 30, 2018 | | | | | | | |
| | | | F-66 | | | |
| | | | F-67 | | | |
| | | | F-68 | | | |
| | | | F-69 | | | |
| | | | F-70 | | | |
| | | | F-71 | | |
| | |
Page
|
| |||
CAMFAUD CONCRETE PUMPS LIMITED | | | | | | | |
Consolidated financial statements | | | | | | | |
| | | | F-95 | | | |
| | | | F-97 | | | |
| | | | F-98 | | | |
| | | | F-99 | | | |
| | | | F-100 | | | |
| | | | F-101 | | | |
Supplementary Information | | | | | | | |
| | | | F-109 | | | |
| | | | F-110 | | | |
| | | | F-111 | | | |
| | | | F-112 | | |
| Assets | | | | | | | |
| Current assets: | | | | | | | |
|
Cash
|
| | | $ | 828,555 | | |
|
Prepaid expenses
|
| | | | 272,165 | | |
|
Total current assets
|
| | | | 1,100,720 | | |
|
Cash and marketable securities held in Trust Account
|
| | | | 235,195,034 | | |
|
Total assets
|
| | | $ | 236,295,754 | | |
| Liabilities and Stockholders’ Equity | | | | | | | |
| Current liabilities: | | | | | | | |
|
Accounts payable
|
| | | $ | 205,249 | | |
|
Accrued expenses
|
| | | | 425,181 | | |
|
Accrued expenses - related parties
|
| | | | 92,500 | | |
|
Total current liabilities
|
| | | | 722,930 | | |
|
Deferred underwriting commissions
|
| | | | 8,050,000 | | |
|
Total liabilities
|
| | | | 8,772,930 | | |
| Commitments | | | | | | | |
|
Class A common stock, $0.0001 par value; 21,815,963 shares subject to possible redemption
(at $10.20 per share) |
| | | | 222,522,823 | | |
| Stockholders’ Equity: | | | | | | | |
|
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
| | | | — | | |
|
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 1,184,037 shares
issued and outstanding (excluding 21,815,963 shares subject to possible redemption) |
| | | | 118 | | |
|
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding
|
| | | | 575 | | |
|
Additional paid-in capital
|
| | | | 5,316,974 | | |
|
Accumulated deficit
|
| | | | (317,666 ) | | |
|
Total stockholders’ equity
|
| | | | 5,000,001 | | |
|
Total Liabilities and Stockholders’ Equity
|
| | | $ | 236,295,754 | | |
|
| | |
For the period
from April 7, 2017 (date of inception) through December 31, 2017 |
| |||
General and administrative costs
|
| | | $ | 837,473 | | |
State franchise taxes
|
| | | | 147,447 | | |
Loss from operations
|
| | | | (984,920 ) | | |
Interest income
|
| | | | 935,034 | | |
Loss before income tax expense
|
| | | | (49,886 ) | | |
Income tax expense
|
| | | | 267,780 | | |
Net loss
|
| | | $ | (317,666 ) | | |
Basic and diluted net loss per ordinary share
|
| | | $ | (0.05 ) | | |
Weighted average shares outstanding, basic and diluted
(1)
|
| | | | 6,416,126 | | |
| | |
Common Stock
|
| |
Additional
Paid-In Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholders’ Equity |
| ||||||||||||||||||||||||||||||
| | |
Class A
|
| |
Class B
|
| ||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance – April 7, 2017 (date of inception)
|
| | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B common stock to Sponsor
|
| | | | — | | | | | | — | | | | | | 5,750,000 | | | | | | 575 | | | | | | 24,425 | | | | | | — | | | | | | 25,000 | | |
Sale of units in initial public offering, net of offering costs
|
| | | | 23,000,000 | | | | | | 2,300 | | | | | | | | | | | | — | | | | | | 216,713,190 | | | | | | — | | | | | | 216,715,490 | | |
Sale of private placement warrants to Sponsor in private placement
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,100,000 | | | | | | — | | | | | | 11,100,000 | | |
Common stock subject to possible redemption
|
| | | | (21,815,963 ) | | | | | | (2,182 ) | | | | | | — | | | | | | — | | | | | | (222,520,641 ) | | | | | | — | | | | | | (222,522,823 ) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (317,666 ) | | | | | | (317,666 ) | | |
Balance – December 31, 2017
|
| | | | 1,184,037 | | | | | $ | 118 | | | | | | 5,750,000 | | | | | $ | 575 | | | | | $ | 5,316,974 | | | | | $ | (317,666 ) | | | | | $ | 5,000,001 | | |
|
| | |
For the period
from April 7, 2017 (date of inception) through December 31, 2017 |
| |||
Cash Flows from Operating Activities: | | | | | | | |
Net loss
|
| | | $ | (317,666 ) | | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | |
Interest earned on investments and marketable securities held in Trust Account
|
| | | | (935,034 ) | | |
Changes in operating assets and liabilities: | | | | | | | |
Prepaid expenses
|
| | | | (272,165 ) | | |
Accounts payable
|
| | | | 205,249 | | |
Accrued expenses
|
| | | | 425,181 | | |
Accrued expenses – related parties
|
| | | | 92,500 | | |
Net cash used in operating activities
|
| | | | (801,935 ) | | |
Cash Flows from Investing Activities | | | | | | | |
Principal deposited in Trust Account
|
| | | | (234,600,000 ) | | |
Interest released from Trust Account
|
| | | | 340,000 | | |
Net cash used in investing activities
|
| | | | (234,260,000 ) | | |
Cash Flows from Financing Activities: | | | | | | | |
Proceeds from issuance of Class B common stock to Sponsor
|
| | | | 25,000 | | |
Proceeds received under loan from related parties
|
| | | | 224,403 | | |
Repayment of loan from related parties
|
| | | | (224,403 ) | | |
Proceeds received from initial public offering, net of offering costs
|
| | | | 224,765,490 | | |
Proceeds received from private placement
|
| | | | 11,100,000 | | |
Net cash provided by financing activities
|
| | | | 235,890,490 | | |
Net increase in cash
|
| | | | 828,555 | | |
Cash – beginning of the period
|
| | |
|
—
|
| |
Cash – end of the period
|
| | | $ | 828,555 | | |
Supplemental disclosure of noncash investing and financing activities: | | | | | | | |
Deferred underwriting commissions in connection with the initial public offering
|
| | | $ | 8,050,000 | | |
Value of Class A ordinary shares subject to possible redemption
|
| | | $ | 222,522,823 | | |
|
Description
|
| |
Quoted Prices
in Active Markets (Level 1) |
| |
Significant Other
Observable Inputs (Level 2) |
| |
Significant Other
Unobservable Inputs (Level 3) |
| |||
Cash and marketable securities held in Trust Account
|
| | | $ | 235,195,034 | | | | | | | | |
| | |
December 31, 2017
|
| |||
Current | | | | | | | |
Federal
|
| | | $ | 267,780 | | |
State
|
| | | | — | | |
Deferred | | | | | | | |
Federal
|
| | | | — | | |
State
|
| | | | — | | |
Income tax provision expense
|
| | | $ | 267,780 | | |
|
| | |
December 31, 2017
|
| |||
Deferred tax asset | | | | | | | |
Net operating loss carryforward
|
| | | $ | — | | |
Unrealized loss on securities
|
| | | | — | | |
Startup/Organizational Costs
|
| | | | 175,869 | | |
Total deferred tax assets
|
| | | | 175,869 | | |
Valuation Allowance
|
| | | | (175,869 ) | | |
Deferred tax asset, net of allowance
|
| | | $ | — | | |
|
| | |
December 31, 2017
|
| |||
Statutory federal income tax rate
|
| | | | 34.0 % | | |
State taxes, net of federal tax benefit
|
| | | | 0.0 % | | |
Federal tax rate change
|
| | | | -218.2 % | | |
Meals & entertainment
|
| | | | 0.0 % | | |
Valuation allowance
|
| | | | -352.5 % | | |
Income tax provision expense/(benefit)
|
| | | | -536.7 % | | |
|
| | |
June 30,
2018 |
| |
December 31,
2017 |
| ||||||
| | |
(Unaudited)
|
| | | | | | | |||
Assets | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash
|
| | | $ | 829,738 | | | | | $ | 828,555 | | |
Prepaid expenses
|
| | | | 232,429 | | | | | | 272,165 | | |
Total current assets
|
| | | | 1,062,167 | | | | | | 1,100,720 | | |
Cash and marketable securities held in Trust Account
|
| | | | 236,743,331 | | | | | | 235,195,034 | | |
Total assets
|
| | | $ | 237,805,498 | | | | | $ | 236,295,754 | | |
Liabilities and Stockholders’ Equity | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 98,536 | | | | | $ | 205,249 | | |
Accrued expenses
|
| | | | 1,055,373 | | | | | | 425,181 | | |
Accrued expenses – related parties
|
| | | | 92,500 | | | | | | 92,500 | | |
Due to related parties
|
| | | | 21,578 | | | | | | — | | |
Income tax payable
|
| | | | 396,707 | | | | | | — | | |
Franchise tax payable
|
| | | | 45,000 | | | | | | — | | |
Total current liabilities
|
| | | | 1,709,694 | | | | | | 722,930 | | |
Deferred underwriting commissions
|
| | | | 8,050,000 | | | | | | 8,050,000 | | |
Total liabilities
|
| | | | 9,759,694 | | | | | | 8,772,930 | | |
Commitments | | | | | | | | | | | | | |
Class A common stock, $0.0001 par value; 21,867,235 and 21,815,963 shares subject to possible redemption (at $10.20 per share) at June 30, 2018 and December 31, 2017, respectively
|
| | | | 223,045,797 | | | | | | 222,522,823 | | |
Stockholders’ Equity: | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued
and outstanding at June 30, 2018 and December 31, 2017 |
| | | | — | | | | | | — | | |
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 1,132,765 and 1,184,037 shares issued and outstanding (excluding 21,867,235 and 21,815,963 shares subject to possible redemption) at June 30, 2018 and December 31, 2017, respectively
|
| | | | 113 | | | | | | 118 | | |
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding at June 30, 2018 and December 31, 2017
|
| | | | 575 | | | | | | 575 | | |
Additional paid-in capital
|
| | | | 4,794,005 | | | | | | 5,316,974 | | |
Retained earnings (accumulated deficit)
|
| | | | 205,314 | | | | | | (317,666 ) | | |
Total stockholders’ equity
|
| | | | 5,000,007 | | | | | | 5,000,001 | | |
Total Liabilities and Stockholders’ Equity
|
| | | $ | 237,805,498 | | | | | $ | 236,295,754 | | |
|
| | |
For the
three months ended June 30, 2018 |
| |
For the
six months ended June 30, 2018 |
| |
For the Period
from April 7, 2017 (date of inception) through June 30, 2017 |
| |||||||||
General and administrative costs
|
| | | $ | 488,810 | | | | | $ | 969,395 | | | | | $ | 874 | | |
Franchise tax expense
|
| | | | 58,959 | | | | | | 103,996 | | | | | | — | | |
Loss from operations
|
| | | | (547,769 ) | | | | | | (1,073,391 ) | | | | | | (874 ) | | |
Investment income on Trust Account
|
| | | | 1,127,256 | | | | | | 1,993,078 | | | | | | — | | |
Income (loss) before income tax expense
|
| | | | 579,487 | | | | | | 919,687 | | | | | | (874 ) | | |
Income tax expense
|
| | | | 224,342 | | | | | | 396,707 | | | | | | — | | |
Net income (loss)
|
| | | $ | 355,145 | | | | | $ | 522,980 | | | | | $ | (874 ) | | |
Weighted average shares outstanding | | | | | | | | | | | | | | | | | | | |
Basic
(1)
|
| | | | 6,917,200 | | | | | | 6,925,481 | | | | | | 5,750,000 | | |
Diluted
|
| | | | 28,750,000 | | | | | | 28,750,000 | | | | | | 5,750,000 | | |
Net income (loss) per common share | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | $ | 0.05 | | | | | $ | 0.08 | | | | | $ | (0.00 ) | | |
Diluted
|
| | | $ | 0.01 | | | | | $ | 0.02 | | | | | $ | (0.00 ) | | |
|
| | |
For the
six months ended June 30, 2018 |
| |
For the Period from
April 7, 2017 (date of inception) through June 30, 2017 |
| ||||||
Cash Flows from Operating Activities: | | | | | | | | | | | | | |
Net income (loss)
|
| | | $ | 522,980 | | | | | $ | (874 ) | | |
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
| | | | | | | | | | | | |
Interest earned on investments and marketable securities held in Trust Account
|
| | | | (1,993,078 ) | | | | | | — | | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | |
Prepaid expenses
|
| | | | 39,736 | | | | | | — | | |
Accounts payable
|
| | | | (106,713 ) | | | | | | 874 | | |
Accrued expenses
|
| | | | 630,192 | | | | | | — | | |
Income tax payable
|
| | | | 396,707 | | | | | | — | | |
Franchise tax payable
|
| | | | 45,000 | | | | | | — | | |
Net cash used in operating activities
|
| | | | (465,176 ) | | | | | | — | | |
Cash Flows from Investing Activities | | | | | | | | | | | | | |
Interest released from Trust Account
|
| | | | 444,781 | | | | | | — | | |
Net cash provided by investing activities
|
| | | | 444,781 | | | | | | — | | |
Cash Flows from Financing Activities | | | | | | | | | | | | | |
Changes in due to related parties
|
| | | | 21,578 | | | | | | — | | |
Proceeds from issuance of Class B common stock to Sponsor
|
| | | | — | | | | | | 25,000 | | |
Proceeds received under loan from related parties
|
| | | | — | | | | | | 139,108 | | |
Payment of offering costs
|
| | | | — | | | | | | (144,108 ) | | |
Net cash provided by financing activities
|
| | | | 21,578 | | | | | | 20,000 | | |
Net increase in cash
|
| | | | 1,183 | | | | | | 20,000 | | |
Cash – beginning of the period
|
| | |
|
828,555
|
| | | |
|
—
|
| |
Cash – end of the period
|
| | | $ | 829,738 | | | | | $ | 20,000 | | |
Supplemental disclosure of noncash investing and financing activities: | | | | | | | | | | | | | |
Change in value of Class A ordinary shares subject to possible redemption
|
| | | $ | 522,974 | | | | | $ | — | | |
Offering costs included in accounts payable
|
| | | $ | — | | | | | $ | 22,150 | | |
Accrued offering costs
|
| | | $ | — | | | | | $ | 150,000 | | |
|
Description
|
| |
Quoted Prices
in Active Markets (Level 1) |
| |
Significant Other
Observable Inputs (Level 2) |
| |
Significant Other
Unobservable Inputs (Level 3) |
| |||
Cash and marketable securities held in Trust Account
|
| | | $ | 236,743,331 | | | | | | | | |
Description
|
| |
Quoted Prices
in Active Markets (Level 1) |
| |
Significant Other
Observable Inputs (Level 2) |
| |
Significant Other
Unobservable Inputs (Level 3) |
| |||
Cash and marketable securities held in Trust Account
|
| | | $ | 235,195,034 | | | | | | | | |
| | |
2017
|
| |
2016
|
| ||||||
Assets | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash
|
| | |
$
|
6,925,042
|
| | | | $ | 3,248,520 | | |
Trade receivables, net
|
| | |
|
33,101,052
|
| | | | | 24,873,490 | | |
Inventory
|
| | |
|
3,009,651
|
| | | | | 1,754,295 | | |
Prepaid expenses and other current assets
|
| | |
|
3,668,835
|
| | | | | 2,422,097 | | |
Total current assets
|
| | |
|
46,704,580
|
| | | | | 32,298,402 | | |
Property, plant and equipment, net
|
| | |
|
175,542,135
|
| | | | | 138,686,332 | | |
Intangible assets, net
|
| | |
|
42,034,188
|
| | | | | 28,940,816 | | |
Goodwill
|
| | |
|
73,509,208
|
| | | | | 54,400,319 | | |
Deferred financing costs, net
|
| | |
|
1,056,516
|
| | | | | 603,600 | | |
Total assets
|
| | |
$
|
338,846,627
|
| | | | $ | 254,929,469 | | |
Liabilities and Stockholders’ Equity
|
| | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Revolving loan
|
| | |
$
|
65,888,871
|
| | | | $ | 3,607,239 | | |
Current portion of capital lease obligations
|
| | |
|
193,039
|
| | | | | 72,702 | | |
Accounts payable
|
| | |
|
7,116,901
|
| | | | | 2,853,184 | | |
Accrued payroll and payroll expenses
|
| | |
|
6,902,666
|
| | | | | 5,346,668 | | |
Accrued expenses and other current liabilities
|
| | |
|
14,622,122
|
| | | | | 18,465,166 | | |
Income taxes payable
|
| | |
|
1,577,923
|
| | | | | 1,237,970 | | |
Total current liabilities
|
| | |
|
96,301,522
|
| | | | | 31,582,929 | | |
Long term debt, net of discount and deferred financing costs
|
| | |
|
156,984,830
|
| | | | | 142,253,608 | | |
Contingent consideration
|
| | |
|
968,783
|
| | | | | — | | |
Capital lease obligations, less current portion
|
| | |
|
652,752
|
| | | | | 731,829 | | |
Deferred income taxes
|
| | |
|
50,111,326
|
| | | | | 43,263,784 | | |
Total liabilities
|
| | |
|
305,019,213
|
| | | | | 217,832,150 | | |
Commitments & Contingencies (Note 11) | | | | ||||||||||
Redeemable preferred stock, $0.001 par value, 2,342,264 and 2,423,711
shares authorized, issued and outstanding as of October 31, 2017 and 2016 (liquidation preference of $9,845,139 and $13,395,383), respectively |
| | |
|
14,671,869
|
| | | | | 15,182,053 | | |
Stockholders’ equity: | | | | | | | | | | | | | |
Common stock, $0.001 par value, 15,000,000 shares authorized, 7,576,289 shares issued and outstanding
|
| | |
|
7,576
|
| | | | | 7,576 | | |
Additional paid-in capital
|
| | |
|
18,444,075
|
| | | | | 18,768,375 | | |
Accumulated other comprehensive income
|
| | |
|
2,381,190
|
| | | | | — | | |
(Accumulated deficit) retained earnings
|
| | |
|
(1,677,296
)
|
| | | | | 3,139,315 | | |
| | | |
|
19,155,545
|
| | | | | 21,915,266 | | |
Total liabilities and stockholders’ equity
|
| | |
$
|
338,846,627
|
| | | | $ | 254,929,469 | | |
|
| | |
2017
|
| |
2016
|
| |
2015
|
| |||||||||
Revenue
|
| | |
$
|
211,210,599
|
| | | | $ | 172,425,547 | | | | | $ | 147,360,701 | | |
Cost of operations
|
| | |
|
121,451,499
|
| | | | | 97,241,773 | | | | | | 84,515,991 | | |
Gross profit
|
| | |
|
89,759,100
|
| | | | | 75,183,774 | | | | | | 62,844,710 | | |
General and administrative expenses
|
| | |
|
52,864,910
|
| | | | | 40,590,760 | | | | | | 35,656,016 | | |
Transaction costs
|
| | |
|
4,489,517
|
| | | | | 3,691,466 | | | | | | 1,253,529 | | |
Income from operations
|
| | |
|
32,404,673
|
| | | | | 30,901,548 | | | | | | 25,935,165 | | |
Other (expense) income: | | | | | | | | | | | | | | | | | | | |
Interest expense
|
| | |
|
(22,747,848
)
|
| | | | | (19,516,077 ) | | | | | | (20,491,654 ) | | |
Loss on extinguishment of debt
|
| | |
|
(5,161,065
)
|
| | | | | (643,876 ) | | | | | | — | | |
Other income (expense), net
|
| | |
|
174,177
|
| | | | | (54,463 ) | | | | | | 85,831 | | |
| | | |
|
(27,734,736
)
|
| | | | | (20,214,416 ) | | | | | | (20,405,823 ) | | |
Income before income taxes
|
| | |
|
4,669,937
|
| | | | | 10,687,132 | | | | | | 5,529,342 | | |
Income tax provision
|
| | |
|
3,756,658
|
| | | | | 4,453,541 | | | | | | 2,020,112 | | |
Net income
|
| | |
|
913,279
|
| | | | | 6,233,591 | | | | | | 3,509,230 | | |
Less: Net loss attributable to noncontrolling interest
|
| | |
|
—
|
| | | | | (36,364 ) | | | | | | (45,435 ) | | |
Net income attributable to Concrete Pumping Holdings,
Inc. and Subsidiaries |
| | |
$
|
913,279
|
| | | | $ | 6,269,955 | | | | | $ | 3,554,665 | | |
|
| | |
2017
|
| |
2016
|
| |
2015
|
| |||||||||
Net income
|
| | |
$
|
913,279
|
| | | | $ | 6,269,955 | | | | | $ | 3,554,665 | | |
Other comprehensive income: | | | | | | | | | | | | | | | | | | | |
Foreign currency translation adjustment
|
| | |
|
2,381,190
|
| | | | | — | | | | | | — | | |
Total comprehensive income
|
| | |
$
|
3,294,469
|
| | | | $ | 6,269,955 | | | | | $ | 3,554,665 | | |
|
| | |
Common
Stock |
| |
Additional
Paid-In Capital |
| |
Noncontrolling
Interest |
| |
Accumulated
Other Comprehensive Income |
| |
Retained
Earnings (Accumulated Deficit) |
| |
Total
|
| ||||||||||||||||||
Balance, October 31, 2014
|
| | | $ | 7,576 | | | | | $ | 18,612,311 | | | | | $ | — | | | | | $ | — | | | | | $ | (6,685,305 ) | | | | | $ | 11,934,582 | | |
Contribution from noncontrolling interest
|
| | | | — | | | | | | — | | | | | | 73,500 | | | | | | — | | | | | | — | | | | | | 73,500 | | |
Stock-based compensation
|
| | | | — | | | | | | 46,640 | | | | | | — | | | | | | — | | | | | | — | | | | | | 46,640 | | |
Net income (loss)
|
| | | | — | | | | | | — | | | | | | (45,435 ) | | | | | | — | | | | | | 3,554,665 | | | | | | 3,509,230 | | |
Balance, October 31, 2015
|
| | | | 7,576 | | | | | | 18,658,951 | | | | | | 28,065 | | | | | | — | | | | | | (3,130,640 ) | | | | | | 15,563,952 | | |
Stock-based compensation
|
| | | | — | | | | | | 109,424 | | | | | | — | | | | | | — | | | | | | — | | | | | | 109,424 | | |
Net income (loss)
|
| | | | — | | | | | | — | | | | | | (36,364 ) | | | | | | — | | | | | | 6,269,955 | | | | | | 6,233,591 | | |
Dissolution of noncontrolling interest
|
| | | | — | | | | | | — | | | | | | 8,299 | | | | | | — | | | | | | — | | | | | | 8,299 | | |
Balance, October 31, 2016
|
| | | | 7,576 | | | | | | 18,768,375 | | | | | | — | | | | | | — | | | | | | 3,139,315 | | | | | | 21,915,266 | | |
Stock-based compensation
|
| | | | — | | | | | | 362,345 | | | | | | — | | | | | | — | | | | | | — | | | | | | 362,345 | | |
Repurchase of stock
options |
| | | | — | | | | | | (686,645 ) | | | | | | — | | | | | | — | | | | | | — | | | | | | (686,645 ) | | |
Preferred stock purchased for retirement, not re-issuable
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (889,825 ) | | | | | | (889,825 ) | | |
Preferred stock dividend
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (4,840,065 ) | | | | | | (4,840,065 ) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 913,279 | | | | | | 913,279 | | |
Foreign currency translation
adjustment |
| | | | — | | | | | | — | | | | | | — | | | | | | 2,381,190 | | | | | | — | | | | | | 2,381,190 | | |
Balance, October 31, 2017
|
| | | $ | 7,576 | | | | | $ | 18,444,075 | | | | | $ | — | | | | | $ | 2,381,190 | | | | | $ | (1,677,296 ) | | | | | $ | 19,155,545 | | |
|
| | |
2017
|
| |
2016
|
| |
2015
|
| |||||||||
Cash flows from operating activities: | | | | | | | | | | | | | | | | | | | |
Net income
|
| | |
$
|
913,279
|
| | | | $ | 6,233,591 | | | | | $ | 3,509,230 | | |
Adjustments to reconcile net income to net cash provided by operating activities:
|
| | | | | | | | | | | | | | | | | | |
Depreciation
|
| | |
|
19,338,884
|
| | | | | 16,635,995 | | | | | | 14,748,689 | | |
Deferred income taxes
|
| | |
|
238,696
|
| | | | | 3,754,628 | | | | | | (345,494 ) | | |
Amortization of deferred financing costs
|
| | |
|
1,863,641
|
| | | | | 1,751,675 | | | | | | 1,861,454 | | |
Accretion of debt discount
|
| | |
|
275,400
|
| | | | | 330,480 | | | | | | 330,480 | | |
Amortization of debt premium
|
| | |
|
(72,527
)
|
| | | | | — | | | | | | — | | |
Amortization of intangible assets
|
| | |
|
7,815,141
|
| | | | | 5,673,548 | | | | | | 5,854,764 | | |
Stock-based compensation expense
|
| | |
|
362,345
|
| | | | | 109,424 | | | | | | 46,640 | | |
Write-off of deferred financing costs included in loss on
extinguishment of debt |
| | |
|
1,972,574
|
| | | | | 931,838 | | | | | | — | | |
Write-off of debt discount costs included in loss on extinguishment of debt
|
| | |
|
1,473,392
|
| | | | | — | | | | | | — | | |
Debt prepayment penalty included in loss on extinguishment of debt
|
| | |
|
1,440,000
|
| | | | | — | | | | | | — | | |
Loss (gain) on repayments of long-term debt included in loss on extinguishment of debt
|
| | |
|
303,420
|
| | | | | (287,962 ) | | | | | | — | | |
Dissolution of noncontrolling interest
|
| | |
|
—
|
| | | | | 8,299 | | | | | | — | | |
(Gain) loss on the sale of property, plant and equipment
|
| | |
|
(567,876
)
|
| | | | | (384,988 ) | | | | | | 277,755 | | |
Accretion of contingent consideration
|
| | |
|
—
|
| | | | | — | | | | | | 117,000 | | |
Net changes in operating assets and liabilities (net of acquisitions):
|
| | | | | | | | | | | | | | | | | | |
Trade receivables, net
|
| | |
|
212,586
|
| | | | | (673,660 ) | | | | | | (4,110,004 ) | | |
Inventory
|
| | |
|
(461,824
)
|
| | | | | (473,187 ) | | | | | | (536,092 ) | | |
Prepaid expenses and other current assets
|
| | |
|
(232,495
)
|
| | | | | (1,015,506 ) | | | | | | (284,224 ) | | |
Income taxes receivable/payable, net
|
| | |
|
(1,277,467
)
|
| | | | | (1,025,689 ) | | | | | | 5,160,114 | | |
Accounts payable
|
| | |
|
2,005,714
|
| | | | | 74,811 | | | | | | 892,914 | | |
Accrued payroll, accrued expenses and other current liabilities
|
| | |
|
(1,376,489
)
|
| | | | | 4,114,143 | | | | | | (1,968,756 ) | | |
Net cash provided by operating activities
|
| | |
|
34,226,394
|
| | | | | 35,757,440 | | | | | | 25,554,470 | | |
Cash flows from investing activities: | | | | | | | | | | | | | | | | | | | |
Purchases of property, plant and equipment
|
| | |
|
(23,671,035
)
|
| | | | | (22,570,712 ) | | | | | | (12,685,165 ) | | |
Proceeds from sale of property, plant and equipment
|
| | |
|
1,009,523
|
| | | | | 247,041 | | | | | | 214,539 | | |
Acquisition of net assets, net of cash acquired
|
| | |
|
(60,427,249
)
|
| | | | | (6,650,000 ) | | | | | | (1,133,500 ) | | |
Payment of working capital adjustments (Note 3)
|
| | |
|
—
|
| | | | | — | | | | | | (4,506,356 ) | | |
Net cash used in investing activities
|
| | |
|
(83,088,761
)
|
| | | | | (28,973,671 ) | | | | | | (18,110,482 ) | | |
|
| | |
2017
|
| |
2016
|
| |
2015
|
| |||||||||
Cash flows from financing activities: | | | | | | | | | | | | | | | | | | | |
Proceeds on revolving loan
|
| | |
|
266,604,233
|
| | | | | 155,447,066 | | | | | | 102,875,161 | | |
Payments on revolving loan
|
| | |
|
(205,163,292
)
|
| | | | | (151,839,827 ) | | | | | | (106,176,110 ) | | |
Proceeds on long term debt
|
| | |
|
40,400,000
|
| | | | | — | | | | | | — | | |
Principal payments on long term debt
|
| | |
|
(39,104,760
)
|
| | | | | (18,352,038 ) | | | | | | — | | |
Payment of deferred financing costs
|
| | |
|
(1,454,364
)
|
| | | | | — | | | | | | — | | |
Debt prepayment penalty
|
| | |
|
(1,440,000
)
|
| | | | | — | | | | | | — | | |
Payments on capital lease obligations
|
| | |
|
(151,141
)
|
| | | | | (68,003 ) | | | | | | (36,716 ) | | |
Preferred stock purchase
|
| | |
|
(1,400,009
)
|
| | | | | — | | | | | | — | | |
Payment of preferred stock dividends
|
| | |
|
(4,840,065
)
|
| | | | | — | | | | | | — | | |
Repurchase of stock options
|
| | |
|
(686,645
)
|
| | | | | — | | | | | | — | | |
Payment of contingent consideration
|
| | |
|
—
|
| | | | | — | | | | | | (500,000 ) | | |
Contribution from noncontrolling interest
|
| | |
|
—
|
| | | | | — | | | | | | 73,500 | | |
Net cash provided by (used in) financing activities
|
| | |
|
52,763,957
|
| | | | | (14,812,802 ) | | | | | | (3,764,165 ) | | |
Effect of foreign currency exchange rate on cash
|
| | |
|
(225,068
)
|
| | | | | — | | | | | | — | | |
Net increase (decrease) in cash
|
| | |
$
|
3,676,522
|
| | | | $ | (8,029,033 ) | | | | | $ | 3,679,823 | | |
Cash: | | | | | | | | | | | | | | | | | | | |
Beginning of year
|
| | |
$
|
3,248,520
|
| | | | $ | 11,277,553 | | | | | $ | 7,597,730 | | |
End of year
|
| | |
$
|
6,925,042
|
| | | | $ | 3,248,520 | | | | | $ | 11,277,553 | | |
Supplemental cash flow information: | | | | | | | | | | | | | | | | | | | |
Cash paid for interest
|
| | |
$
|
22,653,135
|
| | | | $ | 17,680,951 | | | | | $ | 18,767,409 | | |
Cash paid (received) for income taxes
|
| | |
$
|
4,356,081
|
| | | | $ | 1,724,602 | | | | | $ | (2,787,392 ) | | |
Property, plant and equipment acquired through capital leases
|
| | |
$
|
—
|
| | | | $ | — | | | | | $ | 909,250 | | |
Equipment purchases included in accrued expenses
|
| | |
$
|
2,172,115
|
| | | | $ | 6,015,009 | | | | | $ | 8,180,990 | | |
| Buildings and improvements | | |
15 to 40 years
|
|
| Capital lease assets – buildings | | |
40 years
|
|
| Furniture and office equipment | | |
2 to 7 years
|
|
| Machinery and equipment | | |
3 to 25 years
|
|
| Transportation equipment | | |
3 to 7 years
|
|
| Consideration paid: | | | | | | | |
|
Cash, net of cash acquired
|
| | | $ | 11,267,729 | | |
|
Debt issued to sellers
|
| | | | 1,941,150 | | |
|
Total consideration paid
|
| | | $ | 13,208,879 | | |
| Net assets acquired: | | | | | | | |
|
Trade accounts receivable
|
| | | $ | 1,624,598 | | |
|
Inventory
|
| | | | 178,432 | | |
|
Prepaid expenses and other current assets
|
| | | | 223,619 | | |
|
Property, plant and equipment
|
| | | | 9,194,329 | | |
|
Intangible assets
|
| | | | 1,194,454 | | |
|
Accounts payable
|
| | | | (533,129 ) | | |
|
Accrued expenses and other current liabilities
|
| | | | (971,005 ) | | |
|
Deferred tax liabilities
|
| | | | (879,069 ) | | |
|
Total net assets acquired
|
| | | | 10,032,229 | | |
|
Goodwill
|
| | | $ | 3,176,650 | | |
|
| Consideration paid: | | | | | | | |
|
Cash, net of cash acquired
|
| | | $ | 49,159,520 | | |
|
Debt issued to sellers
|
| | | | 6,221,000 | | |
|
Contingent consideration
|
| | | | 908,266 | | |
|
Total consideration paid
|
| | | $ | 56,288,786 | | |
| Net assets acquired: | | | | | | | |
|
Trade accounts receivable
|
| | | $ | 6,344,614 | | |
|
Inventory
|
| | | | 564,833 | | |
|
Other current assets
|
| | | | 726,679 | | |
|
Property and equipment
|
| | | | 25,641,272 | | |
|
Intangible asses
|
| | | | 18,574,662 | | |
|
Accounts payable
|
| | | | (1,579,842 ) | | |
|
Accrued expenses and other current liabilities
|
| | | | (3,291,260 ) | | |
|
Capital lease obligation
|
| | | | (183,405 ) | | |
|
Deferred tax liabilities
|
| | | | (5,369,822 ) | | |
|
Total net assets acquired
|
| | | | 41,427,731 | | |
|
Goodwill
|
| | | $ | 14,861,055 | | |
|
| Consideration paid: | | | | | | | |
|
Cash
|
| | | $ | 5,600,000 | | |
|
Total consideration paid
|
| | | $ | 5,600,000 | | |
| Net assets acquired: | | | | | | | |
|
Other current assets
|
| | | $ | 6,085 | | |
|
Property and equipment
|
| | | | 5,174,750 | | |
|
Non-compete intangible asset (useful life of 3 years)
|
| | | | 50,000 | | |
|
Total net assets acquired
|
| | | | 5,230,835 | | |
|
Goodwill
|
| | | $ | 369,165 | | |
|
| Consideration paid: | | | | | | | |
|
Cash
|
| | | $ | 1,050,000 | | |
|
Total consideration paid
|
| | | $ | 1,050,000 | | |
| Net assets acquired: | | | | | | | |
|
Other current assets
|
| | | $ | 12,000 | | |
|
Property and equipment
|
| | | | 650,000 | | |
|
Intangible assets (weighted average useful life of 4.5 years)
|
| | | | 388,000 | | |
|
Total net assets acquired
|
| | | | 1,050,000 | | |
|
Goodwill
|
| | | $ | — | | |
|
| | |
AJ and L&G
|
| |
Kenyon
|
| |
Dyna-Pump
|
| |
Total
|
| ||||||||||||
Cash paid
|
| | | $ | 1,400,000 | | | | | $ | 300,000 | | | | | $ | 310,000 | | | | | $ | 2,010,000 | | |
Net assets acquired: | | | | | | | | | | | | | | | | | | | | | | | | | |
Property, plant and equipment
|
| | | | 1,259,000 | | | | | | — | | | | | | 220,000 | | | | | | 1,479,000 | | |
Intangible assets (weighted average useful life
of 3 years) |
| | | | 100,000 | | | | | | 150,000 | | | | | | 85,000 | | | | | | 335,000 | | |
Other assets
|
| | | | 37,000 | | | | | | — | | | | | | — | | | | | | 37,000 | | |
Total net assets acquired
|
| | | | 1,396,000 | | | | | | 150,000 | | | | | | 305,000 | | | | | | 1,851,000 | | |
Goodwill
|
| | | $ | 4,000 | | | | | $ | 150,000 | | | | | $ | 5,000 | | | | | $ | 159,000 | | |
|
| | |
2017
|
| |
2016
|
| ||||||||||||||||||
| | |
Carrying Value
|
| |
Fair Value
|
| |
Carrying Value
|
| |
Fair Value
|
| ||||||||||||
Senior secured notes
|
| | | $ | 152,553,000 | | | | | $ | 156,366,825 | | | | | $ | 121,360,000 | | | | | $ | 131,068,800 | | |
Unsecured note
|
| | | | — | | | | | | — | | | | | | 30,000,000 | | | | | | 30,000,000 | | |
Seller notes
|
| | | | 8,626,150 | | | | | | 8,626,150 | | | | | | — | | | | | | — | | |
Capital lease obligations
|
| | | | 845,791 | | | | | | 845,791 | | | | | | — | | | | | | — | | |
| | |
2017
|
| |||
Beginning balance
|
| | | $ | — | | |
Fair value of contingent earnout liability initially recorded in connection with Oxford acquisition
|
| | | | 908,266 | | |
Change in fair value of contingent earnout liability included in operating expenses
|
| | | | — | | |
Change fair value due to foreign currency
|
| | | | 60,517 | | |
Ending balance
|
| | | $ | 968,783 | | |
|
| | |
2017
|
| |
2016
|
| ||||||
Land, buildings and improvements
|
| | | $ | 21,986,324 | | | | | $ | 20,965,712 | | |
Capital leases – land and buildings
|
| | | | 909,250 | | | | | | 909,250 | | |
Machinery and equipment
|
| | | | 199,185,640 | | | | | | 147,184,935 | | |
Transportation equipment
|
| | | | 2,961,147 | | | | | | 2,236,628 | | |
Furniture and office equipment
|
| | | | 888,504 | | | | | | 529,458 | | |
| | | | | 225,930,865 | | | | | | 171,825,983 | | |
Less accumulated depreciation
|
| | | | (50,388,730 ) | | | | | | (33,139,651 ) | | |
Property, plant and equipment, net
|
| | | $ | 175,542,135 | | | | | $ | 138,686,332 | | |
|
|
Balance, October 31, 2015
|
| | | $ | 54,031,154 | | |
|
Goodwill acquired in 2016 acquisitions
|
| | | | 369,165 | | |
|
Balance, October 31, 2016
|
| | | | 54,400,319 | | |
|
Goodwill acquired in 2017 acquisitions
|
| | | | 18,037,705 | | |
|
Change in foreign currency rates
|
| | | | 1,071,184 | | |
|
Balance, October 31, 2017
|
| | | $ | 73,509,208 | | |
|
| | |
2017
|
| |
2016
|
| ||||||||||||||||||||||||||||||||||||
| | |
Useful
Life |
| |
Weighted
Average Useful Life |
| |
Gross
Carrying Value |
| |
Accumulated
Amortization |
| |
Net
Carrying Amount |
| |
Gross
Carrying Value |
| |
Accumulated
Amortization |
| |
Net
Carrying Amount |
| ||||||||||||||||||
Customer relationships
|
| |
15
|
| |
15
|
| | | $ | 45,521,514 | | | | | $ | (16,770,766 ) | | | | | $ | 28,750,748 | | | | | $ | 27,960,000 | | | | | $ | (10,027,998 ) | | | | | $ | 17,932,002 | | |
Trade names
|
| |
15 – 20
|
| |
19 – 70
|
| | | | 15,546,675 | | | | | | (2,401,152 ) | | | | | | 13,145,523 | | | | | | 12,071,000 | | | | | | (1,361,769 ) | | | | | | 10,709,231 | | |
Noncompete agreements
|
| |
3
|
| |
3
|
| | | | 485,000 | | | | | | (347,083 ) | | | | | | 137,917 | | | | | | 485,000 | | | | | | (185,417 ) | | | | | | 299,583 | | |
| | | | | | | | | | $ | 61,553,189 | | | | | $ | (19,519,001 ) | | | | | $ | 42,034,188 | | | | | $ | 40,516,000 | | | | | $ | (11,575,184 ) | | | | | $ | 28,940,816 | | |
|
| | |
2017
|
| |
2016
|
| ||||||
Senior secured notes
|
| | | $ | 152,553,000 | | | | | $ | 121,360,000 | | |
Unsecured note
|
| | | | — | | | | | | 30,000,000 | | |
Seller notes
|
| | | | 8,626,150 | | | | | | — | | |
| | | | | 161,179,150 | | | | | | 151,360,000 | | |
Plus unamortized premium on debt
|
| | | | 327,473 | | | | | | — | | |
Less discount on unsecured note
|
| | | | — | | | | | | (1,748,792 ) | | |
Less unamortized deferred financing costs
|
| | | | (4,521,793 ) | | | | | | (7,357,600 ) | | |
Total long term debt
|
| | | $ | 156,984,830 | | | | | $ | 142,253,608 | | |
|
| | |
2017
|
| |
2016
|
| ||||||
Accrued vacation
|
| | | $ | 3,041,238 | | | | | $ | 2,526,071 | | |
Accrued bonus
|
| | | | 2,131,945 | | | | | | 2,819,616 | | |
Other
|
| | | | 1,729,483 | | | | | | 981 | | |
Total accrued payroll and payroll expenses
|
| | | $ | 6,902,666 | | | | | $ | 5,346,668 | | |
|
| | |
2017
|
| |
2016
|
| ||||||
Accrued insurance
|
| | | $ | 3,155,685 | | | | | $ | 2,607,205 | | |
Accrued interest
|
| | | | 2,830,656 | | | | | | 2,864,988 | | |
Accrued equipment purchases
|
| | | | 2,172,115 | | | | | | 6,015,009 | | |
Accrued sales and use tax
|
| | | | 2,695,141 | | | | | | 2,066,548 | | |
Accrued property taxes
|
| | | | 750,264 | | | | | | 1,193,176 | | |
Other
|
| | | | 3,018,261 | | | | | | 3,718,240 | | |
Total accrued expenses and other liabilities
|
| | | $ | 14,622,122 | | | | | $ | 18,465,166 | | |
|
| | |
2017
|
| |
2016
|
| ||||||
United States
|
| | | $ | 3,813,825 | | | | | $ | 10,687,132 | | |
Foreign
|
| | | | 856,112 | | | | | | — | | |
Total
|
| | | $ | 4,669,937 | | | | | $ | 10,687,132 | | |
|
| | |
2017
|
| |
2016
|
| |
2015
|
| |||||||||
Current tax provision: | | | | | | | | | | | | | | | | | | | |
Federal
|
| | | $ | 2,201,279 | | | | | $ | 156,533 | | | | | $ | 1,550,104 | | |
Foreign
|
| | | | 378,031 | | | | | | — | | | | | | — | | |
State and local
|
| | | | 578,697 | | | | | | 542,378 | | | | | | 421,771 | | |
Total current tax provision
|
| | | | 3,158,007 | | | | | | 698,911 | | | | | | 1,971,875 | | |
Deferred tax provision (benefit): | | | | | | | | | | | | | | | | | | | |
Federal
|
| | | | 993,603 | | | | | | 3,586,058 | | | | | | 99,554 | | |
Foreign
|
| | | | (132,607 ) | | | | | | — | | | | | | — | | |
State and local
|
| | | | (262,345 ) | | | | | | 168,572 | | | | | | (51,317 ) | | |
Total deferred tax (benefit) provision
|
| | | | 598,651 | | | | | | 3,754,630 | | | | | | 48,237 | | |
Net provision for income taxes
|
| | | $ | 3,756,658 | | | | | $ | 4,453,541 | | | | | $ | 2,020,112 | | |
|
| | |
2017
|
| |
2016
|
| |
2015
|
| |||||||||
Provision for income taxes at U.S. statutory rate
|
| | | $ | 1,587,778 | | | | | $ | 3,633,625 | | | | | $ | 1,879,976 | | |
State income taxes, net of federal deduction
|
| | | | 285,982 | | | | | | 469,227 | | | | | | 244,502 | | |
Foreign rate differential
|
| | | | (139,460 ) | | | | | | — | | | | | | — | | |
Meals and entertainment
|
| | | | 270,789 | | | | | | 234,353 | | | | | | 153,272 | | |
Transaction costs
|
| | | | 1,582,474 | | | | | | — | | | | | | 20,884 | | |
Change in deferred tax rate
|
| | | | (116,954 ) | | | | | | 83,409 | | | | | | (146,864 ) | | |
Domestic manufacturing deduction
|
| | | | (254,236 ) | | | | | | (189,453 ) | | | | | | (186,993 ) | | |
Stock-based compensation
|
| | | | 122,844 | | | | | | 36,851 | | | | | | 15,504 | | |
Nontaxable Interest income net of foreign income inclusions
|
| | | | (378,068 ) | | | | | | — | | | | | | — | | |
Foreign tax credit
|
| | | | (79,791 ) | | | | | | — | | | | | | — | | |
Deferred tax on undistributed foreign earnings
|
| | | | 888,576 | | | | | | — | | | | | | — | | |
Increase in valuation allowance
|
| | | | 52,662 | | | | | | — | | | | | | — | | |
Other
|
| | | | (65,938 ) | | | | | | 185,529 | | | | | | 39,831 | | |
Income tax provision
|
| | | $ | 3,756,658 | | | | | $ | 4,453,541 | | | | | $ | 2,020,112 | | |
|
| | |
2017
|
| |
2016
|
| ||||||
Deferred tax assets: | | | | | | | | | | | | | |
Accrued insurance reserves
|
| | | $ | 1,000,078 | | | | | $ | 966,398 | | |
Accrued sales and use tax
|
| | | | 997,091 | | | | | | 766,552 | | |
Accrued payroll
|
| | | | 509,276 | | | | | | 424,793 | | |
Foreign tax credit carryforward
|
| | | | 79,791 | | | | | | — | | |
Net operating loss carryforward
|
| | | | 160 | | | | | | 161 | | |
Other
|
| | | | 200,936 | | | | | | 177,639 | | |
Total deferred tax assets
|
| | | | 2,787,332 | | | | | | 2,335,543 | | |
Valuation allowance
|
| | | | (52,662 ) | | | | | | — | | |
Net deferred tax assets
|
| | | | 2,734,670 | | | | | | 2,335,543 | | |
Deferred tax liabilities: | | | | | | | | | | | | | |
Intangible assets
|
| | | | (11,879,983 ) | | | | | | (9,068,365 ) | | |
Property and equipment
|
| | | | (39,717,047 ) | | | | | | (35,958,085 ) | | |
Prepaid expenses
|
| | | | (352,976 ) | | | | | | (426,712 ) | | |
Change from cash basis to accrual basis (EP)
|
| | | | — | | | | | | (146,165 ) | | |
Unremitted foreign earnings
|
| | | | (888,576 ) | | | | | | — | | |
Other
|
| | | | (7,414 ) | | | | | | — | | |
Total net deferred tax liabilities
|
| | | | (52,845,996 ) | | | | | | (45,599,327 ) | | |
Net deferred tax liabilities
|
| | | $ | (50,111,326 ) | | | | | $ | (43,263,784 ) | | |
|
| Years ending October 31: | | | | | | | |
|
2018
|
| | | $ | 1,551,209 | | |
|
2019
|
| | | | 887,193 | | |
|
2020
|
| | | | 613,405 | | |
|
2021
|
| | | | 450,020 | | |
|
2022
|
| | | | 345,267 | | |
|
Thereafter
|
| | | | 295,051 | | |
| | | | | $ | 4,142,145 | | |
|
| Years ending October 31: | | | | | | | |
|
2018
|
| | | $ | 201,594 | | |
|
2019
|
| | | | 125,593 | | |
|
2020
|
| | | | 110,394 | | |
|
2021
|
| | | | 112,776 | | |
|
2022
|
| | | | 115,229 | | |
|
Thereafter
|
| | | | 291,394 | | |
|
Total minimum lease payments
|
| | | | 956,980 | | |
|
Less the amount representing interest
|
| | | | (111,189 ) | | |
|
Present value of minimum lease payments
|
| | | $ | 845,791 | | |
|
| | |
Options
|
| |
Weighted-
Average Exercise Price |
| |
Weighted-
Average Remaining Contractual Life |
| |
Aggregate
Intrinsic Value |
| ||||||||||||
Options outstanding, October 31, 2015
|
| | | | 1,622,120 | | | | | $ | 2.48 | | | | | | | | | | | | | | |
Granted
|
| | | | — | | | | | | | | | | | | | | | | | | | | |
Forfeited
|
| | | | (92,416 ) | | | | | | 2.48 | | | | | | | | | | | | | | |
Options outstanding, October 31, 2016
|
| | | | 1,529,704 | | | | | $ | 2.48 | | | | | | 8.27 | | | | | $ | (3,701,883 ) | | |
Granted
|
| | | | 227,280 | | | | | | 17.50 | | | | | | | | | | | | | | |
Forfeited
|
| | | | (286,119 ) | | | | | | 2.74 | | | | | | | | | | | | | | |
Cancelled
|
| | | | (70,281 ) | | | | | | 2.48 | | | | | | | | | | | | | | |
Options outstanding, October 31, 2017
|
| | | | 1,400,584 | | | | | $ | 4.86 | | | | | | 7.41 | | | | | $ | (4,927,591 ) | | |
|
|
Options Outstanding
|
| |
Options Exercisable
|
| |||||||||||||||||||||||||||
|
Exercise Price
|
| |
Number of
Options |
| |
Weighted-
Average Remaining Contractual Life |
| |
Weighted-
Average Exercise Price |
| |
Number of
Options |
| |
Weighted-
Average Exercise Price |
| |||||||||||||||
|
$2.48
|
| | | | 1,178,304 | | | | | | 5.16 | | | | | $ | 2.48 | | | | | | 378,328 | | | | | $ | 2.48 | | |
|
17.50
|
| | | | 222,280 | | | | | | 8.80 | | | | | | 17.50 | | | | | | 41,568 | | | | | | 17.50 | | |
| | | | | | 1,400,584 | | | | | | 5.74 | | | | | $ | 4.86 | | | | | | 419,896 | | | | | $ | 3.97 | | |
|
|
Risk-free interest rate
|
| |
1.61%
|
|
|
Expected dividend yield
|
| |
None
|
|
|
Expected volatility factor
|
| |
45.37%
|
|
|
Expected option life (in years)
|
| |
6.5
|
|
|
Actual forfeitures
|
| |
None
|
|
| | |
2017
|
| |
2016
|
| |
2015
|
| |||||||||
California
|
| | | $ | 564,047 | | | | | $ | 603,516 | | | | | $ | 524,058 | | |
Oregon
|
| | | | 207,735 | | | | | | 196,825 | | | | | | 161,976 | | |
Washington
|
| | | | 145,517 | | | | | | 124,595 | | | | | | 94,639 | | |
Total contributions
|
| | | $ | 917,299 | | | | | $ | 924,936 | | | | | $ | 780,673 | | |
|
| | |
2017
|
| |
2016
|
| |
2015
|
| |||||||||
Revenue | | | | | | | | | | | | | | | | | | | |
Brundage-Bone
|
| | | $ | 151,194,931 | | | | | $ | 153,488,134 | | | | | $ | 131,975,731 | | |
Camfaud
|
| | | | 36,433,763 | | | | | | — | | | | | | — | | |
Eco-Pan
|
| | | | 23,581,905 | | | | | | 18,937,413 | | | | | | 15,384,970 | | |
| | | | $ | 211,210,599 | | | | | $ | 172,425,547 | | | | | $ | 147,360,701 | | |
|
| | |
2017
|
| |
2016
|
| |
2015
|
||||||||
EBITDA | | | | | | | | | | | | | | | | | |
Brundage-Bone
|
| | | $ | 36,925,969 | | | | | $ | 43,763,760 | | | | | $ | 38,632,658 |
Camfaud
|
| | | | 10,827,292 | | | | | | — | | | | | | — |
Eco-Pan
|
| | | | 9,912,446 | | | | | | 7,560,512 | | | | | | 6,560,508 |
Corporate
|
| | | | (3,093,897 ) | | | | | | 1,188,480 | | | | | | 1,431,283 |
| | | | $ | 54,571,810 | | | | | $ | 52,512,752 | | | | | $ | 46,624,449 |
Interest income (expense) | | | | | | | | | | | | | | | | | |
Brundage-Bone
|
| | | $ | (15,389,779 ) | | | | | $ | (15,156,744 ) | | | | | $ | (16,039,151 ) |
Camfaud
|
| | | | (3,634,811 ) | | | | | | — | | | | | | — |
Eco-Pan
|
| | | | 870 | | | | | | — | | | | | | (117,000 ) |
Corporate
|
| | | | (3,724,128 ) | | | | | | (4,359,333 ) | | | | | | (4,335,503 ) |
| | | | $ | (22,747,848 ) | | | | | $ | (19,516,077 ) | | | | | $ | (20,491,654 ) |
Depreciation and amortization | | | | | | | | | | | | | | | | | |
Brundage-Bone
|
| | | $ | 18,275,871 | | | | | $ | 19,420,137 | | | | | $ | 17,959,583 |
Camfaud
|
| | | | 6,336,369 | | | | | | — | | | | | | — |
Eco-Pan
|
| | | | 2,315,298 | | | | | | 2,675,954 | | | | | | 2,440,737 |
Corporate
|
| | | | 226,487 | | | | | | 213,452 | | | | | | 203,133 |
| | | | $ | 27,154,025 | | | | | $ | 22,309,543 | | | | | $ | 20,603,453 |
Income tax (benefit) expense | | | | | | | | | | | | | | | | | |
Brundage-Bone
|
| | | $ | 3,109,635 | | | | | $ | 4,603,472 | | | | | $ | 1,665,133 |
Camfaud
|
| | | | 245,424 | | | | | | — | | | | | | — |
Eco-Pan
|
| | | | 2,791,138 | | | | | | 703,733 | | | | | | 1,400,716 |
Corporate
|
| | | | (2,389,539 ) | | | | | | (853,664 ) | | | | | | (1,045,737 ) |
| | | | $ | 3,756,658 | | | | | $ | 4,453,541 | | | | | $ | 2,020,112 |
Transaction costs | | | | | | | | | | | | | | | | | |
Brundage-Bone
|
| | | $ | 4,489,517 | | | | | $ | 3,691,466 | | | | | $ | 1,245,041 |
Eco-Pan
|
| | | | — | | | | | | — | | | | | | 8,488 |
| | | | $ | 4,489,517 | | | | | $ | 3,691,466 | | | | | $ | 1,253,529 |
Net income (loss) | | | | | | | | | | | | | | | | | |
Brundage-Bone
|
| | | $ | 150,684 | | | | | $ | 4,583,407 | | | | | $ | 2,968,791 |
Camfaud
|
| | | | 610,688 | | | | | | — | | | | | | — |
Eco-Pan
|
| | | | 4,806,880 | | | | | | 4,180,825 | | | | | | 2,602,055 |
Corporate
|
| | | | (4,654,973 ) | | | | | | (2,530,641 ) | | | | | | (2,061,616 ) |
| | | | $ | 913,279 | | | | | $ | 6,233,591 | | | | | $ | 3,509,230 |
|
| | |
2017
|
| |
2016
|
| ||||||
Total Assets | | | | | | | | | | | | | |
Brundage-Bone
|
| | | $ | 244,553,325 | | | | | $ | 209,074,489 | | |
Camfaud
|
| | | | 44,866,267 | | | | | | — | | |
Eco-Pan
|
| | | | 28,961,354 | | | | | | 26,738,362 | | |
Corporate
|
| | | | 20,465,681 | | | | | | 19,116,618 | | |
| | | | $ | 338,846,627 | | | | | $ | 254,929,469 | | |
|
| | |
2017
|
| |
2016
|
| |
2015
|
| |||||||||
Revenues | | | | | | | | | | | | | | | | | | | |
U.S.
|
| | | $ | 174,776,836 | | | | | $ | 172,425,547 | | | | | $ | 147,360,701 | | |
U.K.
|
| | | | 36,433,763 | | | | | | — | | | | | | — | | |
| | | | $ | 211,210,599 | | | | | $ | 172,425,547 | | | | | $ | 147,360,701 | | |
|
| | |
2017
|
| |
2016
|
| ||||||
Long Lived Assets | | | | | | | | | | | | | |
U.S.
|
| | | $ | 138,012,093 | | | | | $ | 138,686,332 | | |
U.K.
|
| | | | 37,530,042 | | | | | | — | | |
| | | | $ | 175,542,135 | | | | | $ | 138,686,332 | | |
|
| | |
2018
|
| |
2017
|
| ||||||
Assets | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash
|
| | |
$
|
3,889,135
|
| | | | $ | 6,925,042 | | |
Trade receivables, net
|
| | |
|
33,528,769
|
| | | | | 33,101,052 | | |
Inventory
|
| | |
|
3,645,214
|
| | | | | 3,009,651 | | |
Prepaid expenses and other current assets
|
| | |
|
5,062,318
|
| | | | | 3,668,835 | | |
Total current assets
|
| | | | 46,125,436 | | | | |
|
46,704,580
|
| |
Property, plant and equipment, net
|
| | |
|
195,317,349
|
| | | | | 175,542,135 | | |
Intangible assets, net
|
| | |
|
41,315,079
|
| | | | | 42,034,188 | | |
Goodwill
|
| | |
|
76,453,441
|
| | | | | 73,509,208 | | |
Deferred financing costs
|
| | |
|
1,017,712
|
| | | | | 1,056,516 | | |
Total assets
|
| | | $ | 360,229,017 | | | | |
$
|
338,846,627
|
| |
Liabilities and Stockholders’ Equity | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Revolving loan
|
| | |
$
|
62,635,410
|
| | | | $ | 65,888,871 | | |
Current portion of capital lease obligations
|
| | |
|
152,471
|
| | | | | 193,039 | | |
Accounts payable
|
| | |
|
5,173,315
|
| | | | | 7,116,901 | | |
Accrued payroll and payroll expenses
|
| | |
|
5,714,385
|
| | | | | 6,902,666 | | |
Accrued expenses and other current liabilities
|
| | |
|
14,163,736
|
| | | | | 14,622,122 | | |
Income taxes payable
|
| | |
|
2,031,311
|
| | | | | 1,577,923 | | |
Total current liabilities
|
| | |
|
89,870,628
|
| | | | | 96,301,522 | | |
Long term debt, net of discount and deferred financing costs
|
| | |
|
173,538,962
|
| | | | | 156,984,830 | | |
Contingent consideration
|
| | |
|
1,004,553
|
| | | | | 968,783 | | |
Capital lease obligations, less current portion
|
| | |
|
610,984
|
| | | | | 652,752 | | |
Deferred income taxes
|
| | |
|
37,506,283
|
| | | | | 50,111,326 | | |
Total liabilities
|
| | |
|
302,531,410
|
| | | | | 305,019,213 | | |
Commitments and contingencies (Note 11) | | | | | | | | | | | | | |
Redeemable preferred stock, $0.001 par value, 2,342,264 shares authorized,
issued and outstanding as of April 30, 2018 and October 31, 2017 (liquidation preference of $10,519,036 and $9,845,139, respectively) |
| | |
|
14,671,869
|
| | | | | 14,671,869 | | |
Stockholders’ equity: | | | | | | | | | | | | | |
Common stock, $0.001 par value, 15,000,000 shares authorized, 7,576,289 shares issued and outstanding
|
| | |
|
7,576
|
| | | | | 7,576 | | |
Additional paid-in capital
|
| | |
|
18,631,163
|
| | | | | 18,444,075 | | |
Accumulated other comprehensive income
|
| | |
|
3,896,380
|
| | | | | 2,381,190 | | |
Retained earnings (accumulated deficit)
|
| | |
|
20,490,619
|
| | | | | (1,677,296 ) | | |
Total stockholders’ equity
|
| | | | 43,025,738 | | | | |
|
19,155,545
|
| |
Total liabilities and stockholders’ equity
|
| | | $ | 360,229,017 | | | | |
$
|
338,846,627
|
| |
|
| | |
2018
|
| |
2017
|
| ||||||
Revenues
|
| | |
$
|
109,205,531
|
| | | | $ | 96,524,844 | | |
Cost of operations
|
| | |
|
61,963,495
|
| | | | | 56,912,085 | | |
Gross profit
|
| | |
|
47,242,036
|
| | | | | 39,612,759 | | |
General and administrative expenses
|
| | |
|
26,089,292
|
| | | | | 26,000,775 | | |
Transaction costs
|
| | |
|
1,125,289
|
| | | | | 3,864,371 | | |
Income from operations
|
| | |
|
20,027,455
|
| | | | | 9,747,613 | | |
Other (expense) income:
|
| | | | | | | | | | | | |
Interest expense
|
| | |
|
(10,213,147
)
|
| | | | | (11,494,641 ) | | |
Loss on debt extinguishment
|
| | |
|
—
|
| | | | | (212,868 ) | | |
Other income, net
|
| | |
|
19,827
|
| | | | | 71,477 | | |
| | | |
|
(10,193,320
)
|
| | | | | (11,636,032 ) | | |
Income (loss) before income taxes
|
| | |
|
9,834,135
|
| | | | | (1,888,419 ) | | |
Income tax (benefit) provision
|
| | |
|
(12,333,780
)
|
| | | | | 1,250,772 | | |
Net income (loss)
|
| | |
$
|
22,167,915
|
| | | | $ | (3,139,191 ) | | |
|
| | |
2018
|
| |
2017
|
| ||||||
Net income (loss)
|
| | |
$
|
22,167,915
|
| | | | $ | (3,139,191 ) | | |
Other comprehensive income: | | | | | | | | | | | | | |
Foreign currency translation adjustment
|
| | |
|
1,515,190
|
| | | | | 1,540,716 | | |
Total comprehensive income (loss)
|
| | |
$
|
23,683,105
|
| | | | $ | (1,598,475 ) | | |
|
| | |
Common
Stock |
| |
Additional
Paid-In Capital |
| |
Accumulated
Other Comprehensive Income |
| |
Retained
Earnings (Accumulated Deficit) |
| |
Stockholder’s
Equity |
| |||||||||||||||
Balance, October 31, 2016
|
| | | $ | 7,576 | | | | | $ | 18,768,375 | | | | | $ | — | | | | | $ | 3,139,315 | | | | | $ | 21,915,266 | | |
Stock-based compensation
|
| | | | — | | | | | | 362,345 | | | | | | — | | | | | | — | | | | | | 362,345 | | |
Repurchase of stock options
|
| | | | — | | | | | | (686,645 ) | | | | | | — | | | | | | — | | | | | | (686,645 ) | | |
Preferred stock purchased for retirement, not re-issuable
|
| | | | — | | | | | | — | | | | | | — | | | | | | (889,825 ) | | | | | | (889,825 ) | | |
Preferred stock dividend
|
| | | | — | | | | | | — | | | | | | — | | | | | | (4,840,065 ) | | | | | | (4,840,065 ) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | 913,279 | | | | | | 913,279 | | |
Foreign currency translation adjustment
|
| | | | — | | | | | | — | | | | | | 2,381,190 | | | | | | — | | | | | | 2,381,190 | | |
Balance, October 31, 2017
|
| | | $ | 7,576 | | | | | $ | 18,444,075 | | | | | $ | 2,381,190 | | | | | $ | (1,677,296 ) | | | | | $ | 19,155,545 | | |
Stock-based compensation
|
| | | | — | | | | | | 187,088 | | | | | | — | | | | | | — | | | | | | 187,088 | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | 22,167,915 | | | | | | 22,167,915 | | |
Foreign currency translation adjustment
|
| | | | — | | | | | | — | | | | | | 1,515,190 | | | | | | — | | | | | | 1,515,190 | | |
Balance, April 30, 2018
|
| | | $ | 7,576 | | | | | $ | 18,631,163 | | | | | $ | 3,896,380 | | | | | $ | 20,490,619 | | | | | $ | 43,025,738 | | |
|
| | |
2018
|
| |
2017
|
| ||||||
Cash flows from operating activities: | | | | | | | | | | | | | |
Net income (loss)
|
| | |
$
|
22,167,915
|
| | | | $ | (3,139,191 ) | | |
Adjustments to reconcile net income to net cash provided by operating activities:
|
| | | | | | | | | | | | |
Depreciation
|
| | |
|
8,258,569
|
| | | | | 9,859,157 | | |
Deferred income taxes
|
| | |
|
(12,452,042
)
|
| | | | | (372,650 ) | | |
Amortization of deferred financing costs
|
| | |
|
683,645
|
| | | | | 802,465 | | |
Amortization of debt premium
|
| | |
|
(4,651
)
|
| | | | | — | | |
Amortization of intangible assets
|
| | |
|
3,829,478
|
| | | | | 3,727,340 | | |
Stock-based compensation
|
| | |
|
187,088
|
| | | | | (192,392 ) | | |
Loss on debt extinguishment
|
| | |
|
—
|
| | | | | 212,868 | | |
Gain on the sale of property, plant and equipment
|
| | |
|
(2,061,093
)
|
| | | | | (386,389 ) | | |
Trade receivables, net
|
| | |
|
(108,100
)
|
| | | | | 2,290,846 | | |
Inventory
|
| | |
|
(513,647
)
|
| | | | | (183,808 ) | | |
Prepaid expenses and other current assets
|
| | |
|
(823,424
)
|
| | | | | (860,009 ) | | |
Income taxes receivable/payable, net
|
| | |
|
(845,383
)
|
| | | | | 996,973 | | |
Accounts payable
|
| | |
|
(2,048,472
)
|
| | | | | 767,016 | | |
Accrued payroll, accrued expenses and other current liabilities
|
| | |
|
(3,119,054
)
|
| | | | | (10,644,202 ) | | |
Net cash provided by operating activities
|
| | | | 13,150,829 | | | | |
|
2,878,024
|
| |
Cash flows from investing activities: | | | | | | | | | | | | | |
Purchase of property, plant and equipment
|
| | |
|
(10,323,609
)
|
| | | | | (7,863,593 ) | | |
Proceeds from sale of property, plant and equipment
|
| | |
|
2,148,927
|
| | | | | 514,890 | | |
Acquisition of net assets
|
| | |
|
(21,000,000
)
|
| | | | | (41,387,447 ) | | |
Net cash (used in) investing activities
|
| | | | (29,174,682 ) | | | | |
|
(48,736,150
)
|
| |
Cash flows from financing activities: | | | | | | | | | | | | | |
Principal proceeds on long term debt
|
| | |
|
15,600,000
|
| | | | | 40,310,000 | | |
Principal payments of long term debt
|
| | |
|
—
|
| | | | | (3,000,000 ) | | |
Proceeds on revolving loan
|
| | |
|
89,459,745
|
| | | | | 17,024,239 | | |
Payments on revolving loan
|
| | |
|
(93,520,777
)
|
| | | | | (7,785,272 ) | | |
Payments on capital lease obligations
|
| | |
|
(86,432
)
|
| | | | | 165,240 | | |
Net cash provided by financing activities
|
| | | | 11,452,536 | | | | |
|
46,714,207
|
| |
Effect of foreign currency
|
| | | | 1,535,410 | | | | |
|
329,590
|
| |
Net (decrease) increase in cash
|
| | | $ | (3,035,907 ) | | | | |
$
|
1,185,671
|
| |
Cash: | | | | | | | | | | | | | |
Beginning of period
|
| | |
$
|
6,925,042
|
| | | | $ | 3,248,520 | | |
End of period
|
| | |
$
|
3,889,135
|
| | | | $ | 4,434,191 | | |
Supplemental cash flow information: | | | | | | | | | | | | | |
Cash paid for interest
|
| | |
$
|
10,480,873
|
| | | | $ | 8,817,965 | | |
Cash paid (received) for income taxes
|
| | |
$
|
(24,414
)
|
| | | | $ | 1,650,544 | | |
Supplemental disclosure of non cash investing and financing activities: | | | | | | | | | | | | | |
Equipment purchases included in accrued expenses
|
| | |
$
|
2,340,000
|
| | | | $ | 149,855 | | |
| Buildings and improvements | | |
15 to 40 years
|
|
| Capital lease assets – buildings | | |
40 years
|
|
| Furniture and office equipment | | |
2 to 7 years
|
|
| Machinery and equipment | | |
3 to 25 years
|
|
| Transportation equipment | | |
3 to 7 years
|
|
| Consideration paid: | | | | | | | |
|
Cash, net of cash acquired
|
| | | $ | 21,000,000 | | |
|
Total consideration paid
|
| | | $ | 21,000,000 | | |
| Net assets acquired: | | | | | | | |
|
Inventory
|
| | | $ | 85,000 | | |
|
Property, plant and equipment
|
| | | | 16,218,000 | | |
|
Intangible assets
|
| | | | 2,458,317 | | |
|
Total net assets acquired
|
| | | | 18,761,317 | | |
|
Goodwill
|
| | | $ | 2,238,683 | | |
|
| Consideration paid: | | | | | | | |
|
Cash, net of cash acquired
|
| | | $ | 11,267,729 | | |
|
Debt issued to sellers
|
| | | | 1,941,150 | | |
|
Total consideration paid
|
| | | $ | 13,208,879 | | |
| Net assets acquired: | | | | | | | |
|
Accounts receivable
|
| | | $ | 1,624,598 | | |
|
Inventory
|
| | | | 178,432 | | |
|
Prepaid expenses and other current assets
|
| | | | 223,619 | | |
|
Property, plant and equipment
|
| | | | 9,194,329 | | |
|
Intangible assets
|
| | | | 1,194,454 | | |
|
Accounts payable
|
| | | | (533,129 ) | | |
|
Accrued expenses and other current liabilities
|
| | | | (971,005 ) | | |
|
Deferred tax liabilities
|
| | | | (879,069 ) | | |
|
Total net assets acquired
|
| | | | 10,032,229 | | |
|
Goodwill
|
| | | $ | 3,176,650 | | |
|
| Consideration paid: | | | | | | | |
|
Cash, net of cash acquired
|
| | | $ | 49,159,520 | | |
|
Debt issued to sellers
|
| | | | 6,221,000 | | |
|
Contingent consideration
|
| | | | 908,266 | | |
|
Total consideration paid
|
| | | $ | 56,288,786 | | |
| Net assets acquired: | | | | | | | |
|
Accounts receivable
|
| | | $ | 6,344,614 | | |
|
Inventory
|
| | | | 564,833 | | |
|
Prepaid expenses and other current assets
|
| | | | 726,679 | | |
|
Property, plant and equipment
|
| | | | 25,641,272 | | |
|
Intangible assets
|
| | | | 18,574,662 | | |
|
Accounts payable
|
| | | | (1,579,842 ) | | |
|
Accrued expenses and other current liabilities
|
| | | | (3,291,260 ) | | |
|
Capital lease obligation
|
| | | | (183,405 ) | | |
|
Deferred tax liabilities
|
| | | | (5,369,822 ) | | |
|
Total net assets acquired
|
| | | | 41,427,731 | | |
|
Goodwill
|
| | | $ | 14,861,055 | | |
|
| | |
2018
|
| |||||||||
| | |
Carrying Value
|
| |
Fair Value
|
| ||||||
Senior secured notes
|
| | | $ | 167,553,000 | | | | | $ | 178,025,063 | | |
Seller notes
|
| | | | 8,944,650 | | | | | | 8,944,650 | | |
Capital lease obligations
|
| | | | 763,455 | | | | | | 763,455 | | |
| | |
2018
|
| |||
Beginning balance
|
| | | $ | 968,783 | | |
Change in fair value of contingent earnout liability included in operating expenses
|
| | | | — | | |
Change fair value due to foreign currency
|
| | | | 35,770 | | |
Ending balance
|
| | | $ | 1,004,553 | | |
|
| | |
April 30,
2018 |
| |
October 31,
2017 |
| ||||||
Land, buildings and improvements
|
| | | $ | 22,241,730 | | | | | $ | 21,986,324 | | |
Capital leases – land and buildings
|
| | | | 909,250 | | | | | | 909,250 | | |
Machinery and equipment
|
| | | | 247,032,506 | | | | | | 199,185,640 | | |
Transportation equipment
|
| | | | 3,894,385 | | | | | | 2,961,147 | | |
Furniture and office equipment
|
| | | | 1,494,782 | | | | | | 888,504 | | |
| | | | | 275,572,653 | | | | | | 225,930,865 | | |
Less accumulated depreciation
|
| | | | (80,255,304 ) | | | | | | (50,388,730 ) | | |
Property, plant and equipment, net
|
| | | $ | 195,317,349 | | | | | $ | 175,542,135 | | |
|
|
Balance, November 1, 2016
|
| | | $ | 54,400,319 | | |
|
Goodwill acquired in 2017 acquisitions
|
| | | | 18,037,705 | | |
|
Change in foreign currency rates
|
| | | | 1,071,184 | | |
|
Balance, October 31, 2017
|
| | | $ | 73,509,208 | | |
|
Balance, November 1, 2017
|
| | | $ | 73,509,208 | | |
|
Acquisition of O’Brien Companies
|
| | | | 2,238,683 | | |
|
Change in foreign currency rates
|
| | | | 705,550 | | |
|
Balance, April 30, 2018
|
| | | $ | 76,453,441 | | |
|
| | |
October 31, 2017
|
| |||||||||||||||||||||
| | |
Useful
Life |
| |
Weighted
Average Useful Life |
| |
Gross
Carrying Value |
| |
Accumulated
Amortization |
| |
Net
Carrying Amount |
| |||||||||
Customer relationships
|
| |
15
|
| |
15
|
| | | $ | 45,521,514 | | | | | $ | (16,770,766 ) | | | | | $ | 28,750,748 | | |
Trade names
|
| |
10 – 20
|
| |
19.7
|
| | | | 15,546,675 | | | | | | (2,401,152 ) | | | | | | 13,145,523 | | |
Noncompete agreements
|
| |
3
|
| |
3
|
| | | | 485,000 | | | | | | (347,083 ) | | | | | | 137,917 | | |
| | | | | | | | | | $ | 61,553,189 | | | | | $ | (19,519,001 ) | | | | | $ | 42,034,188 | | |
|
| | |
April 30, 2018
|
| |||||||||||||||||||||
| | |
Useful
Life |
| |
Weighted
Average Useful Life |
| |
Gross
Carrying Value |
| |
Accumulated
Amortization |
| |
Net
Carrying Amount |
| |||||||||
Customer relationships
|
| |
15
|
| |
15
|
| | | $ | 46,567,615 | | | | | $ | (20,031,645 ) | | | | | $ | 26,535,970 | | |
Trade names
|
| |
10 – 20
|
| |
19.7
|
| | | | 17,707,478 | | | | | | (3,013,474 ) | | | | | | 14,694,004 | | |
Noncompete agreements
|
| |
3
|
| |
3
|
| | | | 513,161 | | | | | | (428,056 ) | | | | | | 85,105 | | |
| | | | | | | | | | $ | 64,788,254 | | | | | $ | (23,473,175 ) | | | | | $ | 41,315,079 | | |
|
| Years ending October 31: | | | | | | | |
|
2018
|
| | | $ | 7,525,536 | | |
|
2019
|
| | | | 6,507,896 | | |
|
2020
|
| | | | 5,351,076 | | |
|
2021
|
| | | | 3,758,250 | | |
|
2022
|
| | | | 3,199,995 | | |
|
Thereafter
|
| | | | 15,691,435 | | |
| | | | | $ | 42,034,188 | | |
|
| | |
2018
|
| |
2017
|
| ||||||
Senior secured notes
|
| | | $ | 167,553,000 | | | | | $ | 152,553,000 | | |
Unsecured notes
|
| | | | — | | | | | | — | | |
Seller notes
|
| | | | 8,944,650 | | | | | | 8,626,150 | | |
| | | | | 176,497,650 | | | | | | 161,179,150 | | |
Plus unamortized premium on debt
|
| | | | 595,349 | | | | | | 327,473 | | |
Less unamortized deferred financing costs
|
| | | | (3,554,037 ) | | | | | | — | | |
Less discount on unsecured note
|
| | | | — | | | | | | (4,521,793 ) | | |
Total long term debt
|
| | | $ | 173,538,962 | | | | | $ | 156,984,830 | | |
|
| | |
2018
|
| |
2017
|
| ||||||
Accrued vacation
|
| | | $ | 2,932,658 | | | | | $ | 3,041,238 | | |
Accrued bonus
|
| | | | 1,513,749 | | | | | | 2,131,945 | | |
Other
|
| | | | 1,267,978 | | | | | | 1,729,483 | | |
Total accrued payroll and payroll expenses
|
| | | $ | 5,714,385 | | | | | $ | 6,902,666 | | |
|
| | |
2018
|
| |
2017
|
| ||||||
Accrued insurance
|
| | | $ | 3,807,170 | | | | | $ | 3,155,685 | | |
Accrued interest
|
| | | | 3,145,193 | | | | | | 2,890,295 | | |
Accrued equipment purchases
|
| | | | 2,340,000 | | | | | | 2,172,115 | | |
Accrued sales and use tax
|
| | | | 2,695,141 | | | | | | 2,695,141 | | |
Accrued property taxes
|
| | | | 476,981 | | | | | | 750,264 | | |
Other
|
| | | | 1,699,251 | | | | | | 2,958,622 | | |
Total accrued expenses and other liabilities
|
| | | $ | 14,163,736 | | | | | $ | 14,622,122 | | |
|
| | |
2018
|
| |
2017
|
|
Income (loss) before income taxes
|
| |
$ 9,834,135
|
| |
$(1,888,419)
|
|
Income tax (benefit) provision
|
| |
(12,333,780)
|
| |
1,250,772
|
|
Effective tax rate
|
| |
(125)%
|
| |
(66)%
|
|
| | |
2018
|
| |
2017
|
| ||||||
Income tax provision per federal statutory rate of 23.17% and 34%
|
| | | $ | 2,278,825 | | | | | $ | (642,062 ) | | |
State income taxes provision, net of federal deduction
|
| | | | 427,447 | | | | | | 72,684 | | |
Foreign rate differential
|
| | | | (37,787 ) | | | | | | (26,675 ) | | |
Meals and entertainment
|
| | | | 106,665 | | | | | | 129,756 | | |
Transaction costs
|
| | | | 10,133 | | | | | | 1,365,289 | | |
Change in deferred state tax rate
|
| | | | (21,278 ) | | | | | | — | | |
Domestic manufacturing deduction
|
| | | | — | | | | | | (92,470 ) | | |
Stock-based compensation
|
| | | | 21,616 | | | | | | 65,236 | | |
Nontaxable Interest income net of foreign income inclusions
|
| | | | (377,914 ) | | | | | | (449,044 ) | | |
Deferred tax on undistributed foreign income inclusions
|
| | | | (658,009 ) | | | | | | 546,461 | | |
Impact of tax reform
|
| | | | (14,112,858 ) | | | | | | — | | |
Other
|
| | | | 29,380 | | | | | | 281,597 | | |
Income tax (benefit) provision
|
| | | $ | (12,333,780 ) | | | | | $ | 1,250,722 | | |
|
| Years ending October 31: | | | | | | | |
|
2018
|
| | | $ | 105,205 | | |
|
2019
|
| | | | 126,240 | | |
|
2020
|
| | | | 110,394 | | |
|
2021
|
| | | | 112,776 | | |
|
2022
|
| | | | 115,229 | | |
|
Thereafter
|
| | | | 291,394 | | |
|
Total minimum lease payments
|
| | | | 861,238 | | |
|
Less the amount representing interest
|
| | | | (97,783 ) | | |
|
Present value of minimum lease payments
|
| | | $ | 763,455 | | |
|
| | |
Options
|
| |
Weighted-
Average Exercise Price |
| |
Weighted-
Average Remaining Contractual Life |
| |
Aggregate
Intrinsic Value |
| ||||||||||||
Options outstanding, November 1, 2017
|
| | | | 1,400,584 | | | | | $ | 4.86 | | | | | | | | | | | | | | |
Granted
|
| | | | — | | | | | | — | | | | | | | | | | | | | | |
Forfeited
|
| | | | (1,200 ) | | | | | | 17.50 | | | | | | | | | | | | | | |
Options outstanding, April 30, 2018
|
| | | | 1,399,384 | | | | | $ | 4.85 | | | | | | 6.91 | | | | | $ | (4,916,383 ) | | |
|
|
Options Outstanding
|
| |
Options Exercisable
|
| |||||||||||||||||||||||||||
|
Exercise Price
|
| |
Number of
Options |
| |
Weighted-
Average Remaining Contractual Life |
| |
Weighted-
Average Exercise Price |
| |
Number of
Options |
| |
Weighted-
Average Exercise Price |
| |||||||||||||||
|
$2.48
|
| | | | 1,178,304 | | | | | | 7 | | | | | $ | 2.48 | | | | | | 609,368 | | | | | $ | 2.48 | | |
|
17.50
|
| | | | 221,080 | | | | | | 8 | | | | | | 17.50 | | | | | | 41,568 | | | | | | 17.50 | | |
| | | | | | 1,399,384 | | | | | | 7 | | | | | $ | 4.85 | | | | | | 650,936 | | | | | $ | 3.44 | | |
|
| | |
2018
|
| |
2017
|
| ||||||
California
|
| | | $ | 231,612 | | | | | $ | 269,223 | | |
Oregon
|
| | | | 112,028 | | | | | | 95,202 | | |
Washington
|
| | | | 100,105 | | | | | | 56,066 | | |
Total contributions
|
| | | $ | 443,745 | | | | | $ | 420,491 | | |
|
| | |
2018
|
| |
2017
|
| ||||||
Revenue | | | | | | | | | | | | | |
Brundage-Bone
|
| | | $ | 73,135,667 | | | | | $ | 71,182,467 | | |
Camfaud
|
| | | | 22,827,716 | | | | | | 14,878,381 | | |
Eco-Pan
|
| | | | 13,242,148 | | | | | | 10,463,996 | | |
| | | | $ | 109,205,531 | | | | | $ | 96,524,844 | | |
EBITDA | | | | | | | | | | | | | |
Brundage-Bone
|
| | | $ | 18,003,294 | | | | | $ | 18,116,147 | | |
Camfaud
|
| | | | 7,033,127 | | | | | | (1,509,734 ) | | |
Eco-Pan
|
| | | | 5,848,958 | | | | | | 4,099,827 | | |
Corporate
|
| | | | 1,249,950 | | | | | | 2,486,479 | | |
| | | | $ | 32,135,329 | | | | | $ | 23,192,719 | | |
|
| | |
2018
|
| |
2017
|
|||||
Interest income (expense) | | | | | | | | | | | |
Brundage-Bone
|
| | | $ | (8,078,513 ) | | | | | $ | (7,865,004 ) |
Camfaud
|
| | | | (2,134,140 ) | | | | | | (1,653,300 ) |
Eco-Pan
|
| | | | (494 ) | | | | | | 741 |
Corporate
|
| | | | — | | | | | | (1,977,078 ) |
| | | | $ | (10,213,147 ) | | | | | $ | (11,494,641 ) |
Depreciation and amortization | | | | | | | | | | | |
Brundage-Bone
|
| | | $ | 6,905,894 | | | | | $ | 9,732,794 |
Camfaud
|
| | | | 4,050,364 | | | | | | 2,604,429 |
Eco-Pan
|
| | | | 1,009,462 | | | | | | 1,140,154 |
Corporate
|
| | | | 122,327 | | | | | | 109,120 |
| | | | $ | 12,088,047 | | | | | $ | 13,586,497 |
Income tax (benefit) expense | | | | | | | | | | | |
Brundage-Bone
|
| | | $ | (12,224,644 ) | | | | | $ | 518,829 |
Camfaud
|
| | | | 177,361 | | | | | | 67,006 |
Eco-Pan
|
| | | | (205,429 ) | | | | | | 1,143,502 |
Corporate
|
| | | | (81,068 ) | | | | | | (478,565 ) |
| | | | $ | (12,333,780 ) | | | | | $ | 1,250,777 |
Transaction costs | | | | | | | | | | | |
Brundage-Bone
|
| | | $ | (1,125,289 ) | | | | | $ | (3,841,745 ) |
Camfaud
|
| | | | — | | | | | | (22,626 ) |
| | | | $ | (1,125,289 ) | | | | | $ | (3,864,371 ) |
Net income (loss) | | | | | | | | | | | |
Brundage-Bone
|
| | | $ | 15,243,531 | | | | | $ | (480 ) |
Camfaud
|
| | | | 671,262 | | | | | | (5,834,469 ) |
Eco-Pan
|
| | | | 5,044,431 | | | | | | 1,816,912 |
Corporate
|
| | | | 1,208,691 | | | | | | 878,846 |
| | | | $ | 22,167,915 | | | | | $ | (3,139,191 ) |
|
| | |
2018
|
| |
2017
|
| ||||||
Total Assets | | | | | | | | | | | | | |
Brundage-Bone
|
| | | $ | 225,532,658 | | | | | $ | 244,553,325 | | |
Camfaud
|
| | | | 85,891,657 | | | | | | 44,866,267 | | |
Eco-Pan
|
| | | | 28,732,757 | | | | | | 28,961,354 | | |
Corporate
|
| | | | 20,071,945 | | | | | | 20,465,681 | | |
| | | | $ | 360,229,017 | | | | | $ | 338,846,627 | | |
|
| | |
2018
|
| |
2017
|
| ||||||
Revenues | | | | | | | | | | | | | |
U.S.
|
| | | $ | 86,377,815 | | | | | $ | 81,646,463 | | |
U.K.
|
| | | | 22,827,716 | | | | | | 14,878,381 | | |
| | | | $ | 109,205,531 | | | | | $ | 96,524,844 | | |
|
| | |
2018
|
| |
2017
|
| ||||||
Long Lived Assets | | | | | | | | | | | | | |
U.S.
|
| | | $ | 157,888,044 | | | | | $ | 135,327,182 | | |
U.K.
|
| | | | 37,429,305 | | | | | | 40,214,953 | | |
| | | | $ | 195,317,349 | | | | | $ | 175,542,135 | | |
|
| | |
November 16,
2016 |
| |
September 30,
2016 |
| |
September 30,
2015 |
| |||||||||
Assets | | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | | |
Cash
|
| | |
£
|
4,535,024
|
| | | | £ | 5,122,447 | | | | | £ | 2,482,423 | | |
Trade receivables, net
|
| | |
|
2,955,853
|
| | | | | 2,985,073 | | | | | | 2,539,119 | | |
Prepaid expenses and other current assets
|
| | |
|
121,861
|
| | | | | 82,512 | | | | | | 222,014 | | |
Total current assets
|
| | |
|
7,612,738
|
| | | | | 8,190,032 | | | | | | 5,243,556 | | |
Property, plant and equipment, net
|
| | |
|
11,379,899
|
| | | | | 11,521,157 | | | | | | 9,969,274 | | |
Equity method investment
|
| | |
|
1,525,405
|
| | | | | 1,525,405 | | | | | | 1,241,325 | | |
Total assets
|
| | |
£
|
20,518,042
|
| | | | £ | 21,236,594 | | | | | £ | 16,454,155 | | |
Liabilities and Stockholders’ Equity | | | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | |
Accounts payable
|
| | |
£
|
451,804
|
| | | | £ | 530,300 | | | | | £ | 377,475 | | |
Accrued expenses and other current liabilities
|
| | |
|
635,990
|
| | | | | 471,913 | | | | | | 879,571 | | |
Corporate tax payable
|
| | |
|
529,636
|
| | | | | 710,395 | | | | | | 405,273 | | |
Other taxes and social security payable
|
| | |
|
378,289
|
| | | | | 987,517 | | | | | | 757,366 | | |
Capital lease obligations, current portion
|
| | |
|
1,348,593
|
| | | | | 1,595,532 | | | | | | 1,433,338 | | |
Related party note payable, current portion
|
| | |
|
—
|
| | | | | — | | | | | | 133,666 | | |
Total current liabilities
|
| | |
|
3,344,312
|
| | | | | 4,295,657 | | | | | | 3,986,689 | | |
Capital lease obligations, less current portion
|
| | |
|
1,012,489
|
| | | | | 1,208,537 | | | | | | 1,320,279 | | |
Related party note payable, less current portion
|
| | |
|
—
|
| | | | | — | | | | | | 121,855 | | |
Deferred income taxes
|
| | |
|
936,470
|
| | | | | 938,386 | | | | | | 889,958 | | |
Total liabilities
|
| | |
|
5,293,271
|
| | | | | 6,442,580 | | | | | | 6,318,781 | | |
Commitments and contingencies (Note 7) | | | | | | | | | | | | | | | | | | | |
Stockholders’ equity: | | | | | | | | | | | | | | | | | | | |
Common shares, £1 par value, 1,000,000 shares authorized, 10,000 shares issued and outstanding
|
| | |
|
10,000
|
| | | | | 10,000 | | | | | | 10,000 | | |
Retained earnings
|
| | |
|
15,214,771
|
| | | | | 14,784,014 | | | | | | 10,125,374 | | |
| | | |
|
15,224,771
|
| | | | | 14,794,014 | | | | | | 10,135,374 | | |
Total liabilities and stockholders’ equity
|
| | |
£
|
20,518,042
|
| | | | £ | 21,236,594 | | | | | £ | 16,454,155 | | |
|
| | |
Period Ended
November 16, 2016 |
| |
September 30,
2016 |
| |
September 30,
2015 |
| |||||||||
Sales, net
|
| | |
£
|
2,390,267
|
| | | | £ | 17,628,815 | | | | | £ | 13,988,022 | | |
Cost of operations
|
| | |
|
1,206,579
|
| | | | | 8,603,209 | | | | | | 7,093,160 | | |
Gross profit
|
| | |
|
1,183,688
|
| | | | | 9,025,606 | | | | | | 6,894,862 | | |
General and administrative expenses
|
| | |
|
519,988
|
| | | | | 2,484,178 | | | | | | 2,386,479 | | |
Income from operations
|
| | |
|
663,700
|
| | | | | 6,541,428 | | | | | | 4,508,383 | | |
Other income (expense): | | | | | | | | | | | | | | | | | | | |
Interest expense, net
|
| | |
|
(10,068
)
|
| | | | | (109,230 ) | | | | | | (139,951 ) | | |
Other income
|
| | |
|
750
|
| | | | | 8,450 | | | | | | 15,200 | | |
Gain on equity method investment
|
| | |
|
—
|
| | | | | 284,080 | | | | | | 411,808 | | |
| | | |
|
(9,318
)
|
| | | | | 183,300 | | | | | | 287,057 | | |
Income before income taxes
|
| | |
|
654,382
|
| | | | | 6,724,728 | | | | | | 4,795,440 | | |
Income tax provision
|
| | |
|
172,325
|
| | | | | 1,257,200 | | | | | | 867,773 | | |
Net income
|
| | |
£
|
482,057
|
| | | | £ | 5,467,528 | | | | | £ | 3,927,667 | | |
|
| | |
Common
Shares |
| |
Retained
Earnings |
| |
Total
|
| |||||||||
Balance, October 1, 2014
|
| | | £ | 10,000 | | | | | £ | 7,174,027 | | | | | £ | 7,184,027 | | |
Dividends
|
| | | | — | | | | | | (976,320 ) | | | | | | (976,320 ) | | |
Net income
|
| | | | — | | | | | | 3,927,667 | | | | | | 3,927,667 | | |
Balance, September 30, 2015
|
| | | | 10,000 | | | | | | 10,125,374 | | | | | | 10,135,374 | | |
Dividends
|
| | | | — | | | | | | (808,888 ) | | | | | | (808,888 ) | | |
Net income
|
| | | | — | | | | | | 5,467,528 | | | | | | 5,467,528 | | |
Balance, September 30, 2016
|
| | | | 10,000 | | | | | | 14,784,014 | | | | | | 14,794,014 | | |
Dividends
|
| | | | — | | | | | | (51,300 ) | | | | | | (51,300 ) | | |
Net income
|
| | | | — | | | | | | 482,057 | | | | | | 482,057 | | |
Balance, November 16, 2016
|
| | | £ | 10,000 | | | | | £ | 15,214,771 | | | | | £ | 15,224,771 | | |
|
| | |
Period Ended
November 16, 2016 |
| |
September 30,
2016 |
| |
September 30,
2015 |
| |||||||||
Cash flows from operating activities: | | | | | | | | | | | | | | | | | | | |
Net income
|
| | |
£
|
482,057
|
| | | | £ | 5,467,528 | | | | | £ | 3,927,667 | | |
Adjustments to reconcile net income to net cash
|
| | | | | | | | | | | | | | | | | | |
provided by operating activities:
|
| | | | | | | | | | | | | | | | | | |
Depreciation
|
| | |
|
142,718
|
| | | | | 1,013,300 | | | | | | 841,120 | | |
Deferred income taxes
|
| | |
|
(1,916
)
|
| | | | | 48,428 | | | | | | 170,549 | | |
Gain on equity method investment
|
| | |
|
—
|
| | | | | (284,080 ) | | | | | | (411,808 ) | | |
Gain on sale of property, plant and equipment
|
| | |
|
—
|
| | | | | (58,760 ) | | | | | | (276,599 ) | | |
Net changes in operating assets and liabilities:
|
| | | | | | | | | | | | | | | | | | |
Trade receivables, net
|
| | |
|
29,220
|
| | | | | (445,954 ) | | | | | | (285,091 ) | | |
Prepaid expenses and other current assets
|
| | |
|
(39,349
)
|
| | | | | 139,502 | | | | | | (21,882 ) | | |
Accounts payable
|
| | |
|
(78,496
)
|
| | | | | 152,825 | | | | | | (46,106 ) | | |
Accrued expenses and other current liabilities
|
| | |
|
350,414
|
| | | | | 24,516 | | | | | | 450,314 | | |
Corporate tax payable
|
| | |
|
(180,759
)
|
| | | | | 305,122 | | | | | | 89,674 | | |
Other taxes and social security payable
|
| | |
|
(609,228
)
|
| | | | | 635,151 | | | | | | 418,914 | | |
Net cash provided by operating activities
|
| | |
|
94,661
|
| | | | | 6,997,578 | | | | | | 4,856,752 | | |
Cash flows from investing activities: | | | | | | | | | | | | | | | | | | | |
Purchases of property, plant and equipment
|
| | |
|
(1,460
)
|
| | | | | (675,423 ) | | | | | | (1,180,366 ) | | |
Proceeds from sale of property, plant and equipment
|
| | |
|
—
|
| | | | | 194,000 | | | | | | 492,000 | | |
Net cash used in investing activities
|
| | |
|
(1,460
)
|
| | | | | (481,423 ) | | | | | | (688,366 ) | | |
Cash flows from financing activities: | | | | | | | | | | | | | | | | | | | |
Payments on related party note payable
|
| | |
|
—
|
| | | | | (255,521 ) | | | | | | (239,638 ) | | |
Payments on capital lease obligations
|
| | |
|
(442,987
)
|
| | | | | (2,379,548 ) | | | | | | (1,944,493 ) | | |
Dividends paid
|
| | |
|
(237,637
)
|
| | | | | (1,241,062 ) | | | | | | (823,074 ) | | |
Net cash used in financing activities
|
| | |
|
(680,624
)
|
| | | | | (3,876,131 ) | | | | | | (3,007,205 ) | | |
Net (decrease) increase in cash
|
| | |
|
(587,423
)
|
| | | | | 2,640,024 | | | | | | 1,161,181 | | |
Cash: | | | | | | | | | | | | | | | | | | | |
Beginning of year or period
|
| | |
|
5,122,447
|
| | | | | 2,482,423 | | | | | | 1,321,242 | | |
End of year or period
|
| | |
£
|
4,535,024
|
| | | | £ | 5,122,447 | | | | | £ | 2,482,423 | | |
Supplemental cash flow information: | | | | | | | | | | | | | | | | | | | |
Cash paid for interest
|
| | |
£
|
11,161
|
| | | | £ | 117,483 | | | | | £ | 144,130 | | |
Cash paid for income taxes
|
| | |
£
|
355,000
|
| | | | £ | 903,650 | | | | | £ | 607,550 | | |
Supplemental disclosure of non cash investing and financing activities:
|
| | | | | | | | | | | | | | | | | | |
Property, plant and equipment acquired through
capital leases |
| | |
£
|
—
|
| | | | £ | 2,025,000 | | | | | £ | 1,893,192 | | |
|
| Land | | |
Indefinite
|
|
| Building | | |
30 years
|
|
| Property improvements | | |
7 to 10 years
|
|
| Motor pumps | | |
10 years
|
|
| Motor vehicles | | |
5 years
|
|
| Furniture and equipment | | |
3 to 7 years
|
|
| | |
November 16,
2016 |
| |
September 30,
2016 |
| |
September 30,
2015 |
| |||||||||
Land
|
| | | £ | 275,000 | | | | | £ | 275,000 | | | | | £ | 275,000 | | |
Building
|
| | | | 240,450 | | | | | | 240,450 | | | | | | 240,450 | | |
Property improvements
|
| | | | 106,124 | | | | | | 106,124 | | | | | | 106,124 | | |
Motor pumps
|
| | | | 18,611,793 | | | | | | 18,611,793 | | | | | | 16,636,211 | | |
Motor vehicles
|
| | | | 401,892 | | | | | | 401,892 | | | | | | 360,999 | | |
Furniture and equipment
|
| | | | 372,869 | | | | | | 371,409 | | | | | | 343,395 | | |
| | | | | 20,008,128 | | | | | | 20,006,668 | | | | | | 17,962,179 | | |
Less accumulated depreciation
|
| | | | (8,628,229 ) | | | | | | (8,485,511 ) | | | | | | (7,992,905 ) | | |
Property, plant and equipment, net
|
| | | £ | 11,379,899 | | | | | £ | 11,521,157 | | | | | £ | 9,969,274 | | |
|
| | |
(Unaudited)
May 31, 2016 |
| |
(Unaudited)
May 31, 2015 |
| ||||||
Assets
|
| | | £ | 6,250,289 | | | | | £ | 5,465,663 | | |
Liabilities
|
| | | | (5,407,107 ) | | | | | | (5,190,143 ) | | |
Stockholders’ equity
|
| | | £ | 843,182 | | | | | £ | 275,520 | | |
Sales, net
|
| | | £ | 6,344,812 | | | | | £ | 5,129,375 | | |
Expenses
|
| | | | (5,776,652 ) | | | | | | (4,712,302 ) | | |
Other income
|
| | | | — | | | | | | 406,543 | | |
Net income
|
| | | £ | 568,160 | | | | | £ | 823,616 | | |
|
| | |
Period Ended
November 16, 2016 |
| |
September 30,
2016 |
| |
September 30,
2015 |
| |||||||||
Current tax provision: | | | | | | | | | | | | | | | | | | | |
UK Corporation tax
|
| | | £ | 174,241 | | | | | £ | 1,208,772 | | | | | £ | 697,224 | | |
Total current tax provision
|
| | | | 174,241 | | | | | | 1,208,772 | | | | | | 697,224 | | |
Deferred tax provision: | | | | | | | | | | | | | | | | | | | |
UK Corporation tax
|
| | | | (1,916 ) | | | | | | 48,428 | | | | | | 170,549 | | |
Total deferred tax provision
|
| | | | (1,916 ) | | | | | | 48,428 | | | | | | 170,549 | | |
Net provision for income taxes
|
| | | £ | 172,325 | | | | | £ | 1,257,200 | | | | | £ | 867,773 | | |
|
| | |
Period Ended
November 16, 2016 |
| |
September 30,
2016 |
| |
September 30,
2015 |
| |||||||||
Provision for income taxes at UK statutory rate
|
| | | £ | 130,877 | | | | | £ | 1,344,946 | | | | | £ | 983,002 | | |
Expenses not deductible for tax purposes
|
| | | | 42,928 | | | | | | 23,619 | | | | | | 5,078 | | |
Equity method investment
|
| | | | — | | | | | | (56,816 ) | | | | | | (84,417 ) | | |
Changes in deferred tax rate
|
| | | | (1,480 ) | | | | | | (54,549 ) | | | | | | (35,890 ) | | |
Income tax provision
|
| | | £ | 172,325 | | | | | £ | 1,257,200 | | | | | £ | 867,773 | | |
|
| | |
November 16,
2016 |
| |
September 30,
2016 |
| |
September 30,
2015 |
| |||||||||
Deferred tax assets: | | | | | | | | | | | | | | | | | | | |
Accrued pension
|
| | | £ | 204 | | | | | £ | 1,059 | | | | | £ | — | | |
Total net deferred tax assets
|
| | | | 204 | | | | | | 1,059 | | | | | | — | | |
Deferred tax liabilities: | | | | | | | | | | | | | | | | | | | |
Accelerated capital allowances
|
| | | | (936,674 ) | | | | | | (939,445 ) | | | | | | (889,958 ) | | |
Total net deferred tax liabilities
|
| | | | (936,674 ) | | | | | | (939,445 ) | | | | | | (889,958 ) | | |
Net deferred tax liabilities
|
| | | £ | (936,470 ) | | | | | £ | (938,386 ) | | | | | £ | (889,958 ) | | |
|
| Years ending September 30: | | | | | | | |
|
2017 (excluding payments made during the period ended November 16, 2016)
|
| | | £ | 87,500 | | |
|
2018
|
| | | | 105,000 | | |
|
2019
|
| | | | 105,000 | | |
|
2020
|
| | | | 105,000 | | |
|
2021
|
| | | | 105,000 | | |
|
Thereafter
|
| | | | 105,000 | | |
| | | | | £ | 612,500 | | |
|
| | |
November 16,
2016 |
| |
September 30,
2016 |
| |
September 30,
2015 |
| |||||||||
Assets | | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | | |
Cash
|
| | |
$
|
5,642,540
|
| | | | $ | 6,670,112 | | | | | $ | 3,763,527 | | |
Trade receivables, net
|
| | |
|
3,677,714
|
| | | | | 3,886,965 | | | | | | 3,849,482 | | |
Prepaid expenses and other current assets
|
| | |
|
151,621
|
| | | | | 107,441 | | | | | | 336,589 | | |
Total current assets
|
| | |
|
9,471,875
|
| | | | | 10,664,518 | | | | | | 7,949,598 | | |
Property, plant and equipment, net
|
| | |
|
14,159,030
|
| | | | | 15,002,090 | | | | | | 15,114,117 | | |
Equity method investment
|
| | |
|
1,897,930
|
| | | | | 1,986,282 | | | | | | 1,881,936 | | |
Total assets
|
| | |
$
|
25,528,835
|
| | | | $ | 27,652,890 | | | | | $ | 24,945,651 | | |
Liabilities and Stockholders’ Equity | | | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | |
Accounts payable
|
| | |
$
|
562,141
|
| | | | $ | 690,522 | | | | | $ | 572,279 | | |
Accrued expenses and other current liabilities
|
| | |
|
791,308
|
| | | | | 614,494 | | | | | | 1,333,491 | | |
Corporate tax payable
|
| | |
|
658,981
|
| | | | | 925,029 | | | | | | 614,422 | | |
Other taxes and social security payable
|
| | |
|
470,672
|
| | | | | 1,285,879 | | | | | | 1,148,220 | | |
Capital lease obligations, current portion
|
| | |
|
1,677,938
|
| | | | | 2,077,596 | | | | | | 2,173,041 | | |
Related party note payable, current portion
|
| | |
|
—
|
| | | | | — | | | | | | 202,647 | | |
Total current liabilities
|
| | |
|
4,161,040
|
| | | | | 5,593,520 | | | | | | 6,044,100 | | |
Capital lease obligations, less current portion
|
| | |
|
1,259,753
|
| | | | | 1,573,677 | | | | | | 2,001,635 | | |
Related party note payable, less current portion
|
| | |
|
—
|
| | | | | — | | | | | | 184,741 | | |
Deferred income taxes
|
| | |
|
1,165,169
|
| | | | | 1,221,904 | | | | | | 1,349,239 | | |
Total liabilities
|
| | |
|
6,585,962
|
| | | | | 8,389,101 | | | | | | 9,579,715 | | |
Commitments and contingencies (Note 7) | | | | | | | | | | | | | | | | | | | |
Stockholders’ equity: | | | | | | | | | | | | | | | | | | | |
Common shares, $1.65 par value, 1,000,000 shares authorized, 10,000 shares issued and outstanding
|
| | |
|
16,489
|
| | | | | 16,489 | | | | | | 16,489 | | |
Accumulated other comprehensive loss
|
| | |
|
(4,470,661
)
|
| | | | | (3,616,060 ) | | | | | | (879,203 ) | | |
Retained earnings
|
| | |
|
23,397,045
|
| | | | | 22,863,360 | | | | | | 16,228,650 | | |
| | | |
|
18,942,873
|
| | | | | 19,263,789 | | | | | | 15,365,936 | | |
Total liabilities and stockholders’ equity
|
| | |
$
|
25,528,835
|
| | | | $ | 27,652,890 | | | | | $ | 24,945,651 | | |
|
| | |
Period Ended
November 16, 2016 |
| |
September 30,
2016 |
| |
September 30,
2015 |
| |||||||||
Sales, net
|
| | |
$
|
2,961,412
|
| | | | $ | 25,106,482 | | | | | $ | 21,614,110 | | |
Cost of operations
|
| | |
|
1,494,886
|
| | | | | 12,252,458 | | | | | | 10,960,259 | | |
Gross profit
|
| | |
|
1,466,526
|
| | | | | 12,854,024 | | | | | | 10,653,851 | | |
General and administrative expenses
|
| | |
|
644,237
|
| | | | | 3,537,899 | | | | | | 3,687,556 | | |
Income from operations
|
| | |
|
822,289
|
| | | | | 9,316,125 | | | | | | 6,966,295 | | |
Other income (expense): | | | | | | | | | | | | | | | | | | | |
Interest expense, net
|
| | |
|
(12,474
)
|
| | | | | (155,562 ) | | | | | | (216,250 ) | | |
Other income
|
| | |
|
929
|
| | | | | 12,034 | | | | | | 23,487 | | |
Gain on equity method investment
|
| | |
|
—
|
| | | | | 404,579 | | | | | | 636,320 | | |
| | | |
|
(11,545
)
|
| | | | | 261,051 | | | | | | 443,557 | | |
Income before income taxes
|
| | |
|
810,744
|
| | | | | 9,577,176 | | | | | | 7,409,852 | | |
Income tax provision
|
| | |
|
213,501
|
| | | | | 1,790,470 | | | | | | 1,340,872 | | |
Net income
|
| | |
$
|
597,243
|
| | | | $ | 7,786,706 | | | | | $ | 6,068,980 | | |
|
| | |
Common
Shares |
| |
Accumulated
Other Comprehensive (Loss) Income |
| |
Retained
Earnings |
| |
Total
|
| ||||||||||||
Balance, October 1, 2014
|
| | | $ | 16,489 | | | | | $ | (1,148,119 ) | | | | | $ | 11,654,565 | | | | | $ | 10,522,935 | | |
Dividends
|
| | | | — | | | | | | — | | | | | | (1,494,895 ) | | | | | | (1,494,895 ) | | |
Net income
|
| | | | — | | | | | | — | | | | | | 6,068,980 | | | | | | 6,068,980 | | |
Foreign currency translation adjustment
|
| | | | — | | | | | | 268,916 | | | | | | — | | | | | | 268,916 | | |
Balance, September 30, 2015
|
| | | | 16,489 | | | | | | (879,203 ) | | | | | | 16,228,650 | | | | | | 15,365,936 | | |
Dividends
|
| | | | — | | | | | | — | | | | | | (1,151,996 ) | | | | | | (1,151,996 ) | | |
Net income
|
| | | | — | | | | | | — | | | | | | 7,786,706 | | | | | | 7,786,706 | | |
Foreign currency translation adjustment
|
| | | | — | | | | | | (2,736,857 ) | | | | | | — | | | | | | (2,736,857 ) | | |
Balance, September 30, 2016
|
| | | | 16,489 | | | | | | (3,616,060 ) | | | | | | 22,863,360 | | | | | | 19,263,789 | | |
Dividends
|
| | | | — | | | | | | — | | | | | | (63,558 ) | | | | | | (63,558 ) | | |
Net income
|
| | | | — | | | | | | — | | | | | | 597,243 | | | | | | 597,243 | | |
Foreign currency translation adjustment
|
| | | | — | | | | | | (854,601 ) | | | | | | — | | | | | | (854,601 ) | | |
Balance, November 16, 2016
|
| | | $ | 16,489 | | | | | $ | (4,470,661 ) | | | | | $ | 23,397,045 | | | | | $ | 18,942,873 | | |
|
| | |
Period Ended
November 16, 2016 |
| |
September 30,
2016 |
| |
September 30,
2015 |
| |||||||||
Cash flows from operating activities: | | | | | | | | | | | | | | | | | | | |
Net income
|
| | |
$
|
597,243
|
| | | | $ | 7,786,706 | | | | | $ | 6,068,980 | | |
Adjustments to reconcile net income to net cash provided by operating activities:
|
| | | | | | | | | | | | | | | | | | |
Depreciation
|
| | |
|
176,820
|
| | | | | 1,443,115 | | | | | | 1,299,688 | | |
Deferred income taxes
|
| | |
|
(2,374
)
|
| | | | | 68,970 | | | | | | 263,530 | | |
Gain on equity method investment
|
| | |
|
—
|
| | | | | (404,579 ) | | | | | | (636,320 ) | | |
Gain on sale of property, plant and equipment
|
| | |
|
—
|
| | | | | (83,684 ) | | | | | | (427,397 ) | | |
Net changes in operating assets and liabilities:
|
| | | | | | | | | | | | | | | | | | |
Trade receivables, net
|
| | |
|
36,202
|
| | | | | (635,116 ) | | | | | | (440,519 ) | | |
Prepaid expenses and other current assets
|
| | |
|
(48,751
)
|
| | | | | 198,675 | | | | | | (33,812 ) | | |
Accounts payable
|
| | |
|
(97,252
)
|
| | | | | 217,649 | | | | | | (71,242 ) | | |
Accrued expenses and other current liabilities
|
| | |
|
434,144
|
| | | | | 34,915 | | | | | | 695,819 | | |
Corporate tax payable
|
| | |
|
(223,951
)
|
| | | | | 434,547 | | | | | | 138,563 | | |
Other taxes and social security payable
|
| | |
|
(754,801
)
|
| | | | | 904,565 | | | | | | 647,300 | | |
Net cash provided by operating activities
|
| | |
|
117,280
|
| | | | | 9,965,763 | | | | | | 7,504,590 | | |
Cash flows from investing activities: | | | | | | | | | | | | | | | | | | | |
Purchases of property, plant and equipment
|
| | |
|
(1,809
)
|
| | | | | (961,919 ) | | | | | | (1,823,886 ) | | |
Proceeds from sale of property, plant and equipment
|
| | |
|
—
|
| | | | | 276,290 | | | | | | 760,232 | | |
Net cash used in investing activities
|
| | |
|
(1,809
)
|
| | | | | (685,629 ) | | | | | | (1,063,654 ) | | |
Cash flows from financing activities: | | | | | | | | | | | | | | | | | | | |
Payments on related party note payable
|
| | |
|
—
|
| | | | | (363,906 ) | | | | | | (370,286 ) | | |
Payments on capital lease obligations
|
| | |
|
(548,837
)
|
| | | | | (3,388,888 ) | | | | | | (3,004,605 ) | | |
Dividends paid
|
| | |
|
(294,419
)
|
| | | | | (1,767,487 ) | | | | | | (1,271,803 ) | | |
Net cash used in financing activities
|
| | |
|
(843,256
)
|
| | | | | (5,520,281 ) | | | | | | (4,646,694 ) | | |
Effect of exchange rate on cash
|
| | |
|
(299,787
)
|
| | | | | (853,268 ) | | | | | | (172,009 ) | | |
Net (decrease) increase in cash
|
| | |
|
(1,027,572
)
|
| | | | | 2,906,585 | | | | | | 1,622,233 | | |
Cash: | | | | | | | | | | | | | | | | | | | |
Beginning of year or period
|
| | |
|
6,670,112
|
| | | | | 3,763,527 | | | | | | 2,141,294 | | |
End of year or period
|
| | |
$
|
5,642,540
|
| | | | $ | 6,670,112 | | | | | $ | 3,763,527 | | |
Supplemental cash flow information: | | | | | | | | | | | | | | | | | | | |
Cash paid for interest
|
| | |
$
|
13,828
|
| | | | $ | 167,316 | | | | | $ | 222,708 | | |
Cash paid for income taxes
|
| | |
$
|
439,826
|
| | | | $ | 1,286,954 | | | | | $ | 938,778 | | |
Supplemental disclosure of non cash investing and financing activities:
|
| | | | | | | | | | | | | | | | | | |
Property, plant and equipment acquired through capital leases
|
| | |
$
|
—
|
| | | | | 2,883,950 | | | | | $ | 2,925,336 | | |
|
| | | | | A-3 | | | |
| | | | | A-3 | | | |
| | | | | A-17 | | | |
| | | | | A-18 | | | |
| | | | | A-18 | | | |
| | | | | A-18 | | | |
| | | | | A-19 | | | |
| | | | | A-19 | | | |
| | | | | A-19 | | | |
| | | | | A-20 | | | |
| | | | | A-21 | | | |
| | | | | A-21 | | | |
| | | | | A-23 | | | |
| | | | | A-25 | | | |
| | | | | A-26 | | | |
| | | | | A-29 | | | |
| | | | | A-29 | | | |
| | | | | A-29 | | | |
| | | | | A-30 | | | |
| | | | | A-30 | | | |
| | | | | A-31 | | | |
| | | | | A-31 | | | |
| | | | | A-32 | | | |
| | | | | A-32 | | | |
| | | | | A-32 | | | |
| | | | | A-32 | | | |
| | | | | A-33 | | | |
| | | | | A-33 | | | |
| | | | | A-34 | | | |
| | | | | A-34 | | | |
| | | | | A-34 | | | |
| | | | | A-34 | | | |
| | | | | A-34 | | | |
| | | | | A-37 | | | |
| | | | | A-39 | | | |
| | | | | A-40 | | | |
| | | | | A-41 | | | |
| | | | | A-41 | | | |
| | | | | A-42 | | |
| | | | | A-42 | | | |
| | | | | A-42 | | | |
| | | | | A-44 | | | |
| | | | | A-45 | | | |
| | | | | A-45 | | | |
| | | | | A-46 | | | |
| | | | | A-46 | | | |
| | | | | A-46 | | | |
| | | | | A-46 | | | |
| | | | | A-47 | | | |
| | | | | A-47 | | | |
| | | | | A-47 | | | |
| | | | | A-47 | | | |
| | | | | A-47 | | | |
| | | | | A-47 | | | |
| | | | | A-48 | | | |
| | | | | A-48 | | | |
| | | | | A-48 | | | |
| | | | | A-49 | | | |
| | | | | A-49 | | | |
| | | | | A-50 | | | |
| | | | | A-50 | | | |
| | | | | A-50 | | | |
| | | | | A-50 | | | |
| | | | | A-50 | | | |
| | | | | A-50 | | | |
| | | | | A-50 | | | |
| | | | | A-51 | | | |
| | | | | A-51 | | | |
| | | | | A-51 | | | |
| | | | | A-52 | | | |
| | | | | A-52 | | | |
| | | | | A-52 | | | |
| | | | | A-53 | | | |
| | | | | A-53 | | | |
| | | | | A-53 | | | |
| | | | | A-54 | | | |
| | | | | A-54 | | | |
| | | | | A-54 | | | |
| | | | | A-54 | | | |
| | | | | A-56 | | | |
| | | | | A-57 | | | |
| | | | | A-57 | | |
| | | | | A-59 | | | |
| | | | | A-59 | | | |
| | | | | A-59 | | | |
| | | | | A-59 | | | |
| | | | | A-60 | | | |
| | | | | A-61 | | | |
| | | | | A-62 | | | |
| | | | | A-64 | | | |
| | | | | A-64 | | | |
| | | | | A-64 | | | |
| | | | | A-65 | | | |
| | | | | A-65 | | | |
| | | | | A-67 | | | |
| | | | | A-67 | | | |
| | | | | A-68 | | | |
| | | | | A-68 | | | |
| | | | | A-68 | | | |
| | | | | A-68 | | | |
| | | | | A-68 | | | |
| | | | | A-68 | | | |
| | | | | A-69 | | | |
| | | | | A-72 | | | |
| | | | | A-72 | | | |
| | | | | A-73 | | | |
| | | | | A-73 | | | |
| | | | | A-73 | | | |
| | | | | A-73 | | | |
| | | | | A-74 | | | |
| | | | | A-74 | | | |
| | | | | A-74 | | | |
| | | | | A-75 | | | |
| | | | | A-76 | | | |
| | | | | A-76 | | | |
| | | | | A-76 | | | |
| | | | | A-77 | | | |
| | | | | A-77 | | | |
| | | | | A-77 | | | |
| | | | | A-78 | | | |
| | | | | A-78 | | | |
| | | | | A-79 | | | |
| | | | | A-80 | | | |
| | | | | A-80 | | |
| | | | | A-81 | | | |
| | | | | A-81 | | | |
| | | | | A-82 | | | |
| | | | | A-82 | | | |
| | | | | A-82 | | | |
| | | | | A-82 | | | |
| | | | | A-83 | | | |
| | | | | A-83 | | | |
| | | | | A-83 | | | |
| | | | | A-84 | | | |
| | | | | A-84 | | | |
| | | | | A-84 | | | |
| | | | | A-84 | | | |
| | | | | A-84 | | | |
| | | | | A-84 | | | |
| | | | | A-85 | | | |
| | | | | A-85 | | | |
| | | | | A-85 | | | |
| | | | | A-86 | | | |
| | | | | A-86 | | | |
| | | | | A-87 | | | |
| | | | | A-88 | | |
| Annex A | | |
–
Illustrative Net Working Capital Calculation
|
|
|
Annex B-1
|
| |
–
Form of Certificate of Concrete Merger
|
|
|
Annex B-2
|
| |
–
Form of Certificate of Industrea Merger
|
|
|
Annex C-1
|
| |
–
Form of Certificate of Incorporation of Concrete Surviving Corporation
|
|
|
Annex C-2
|
| |
–
Form of Bylaws of Concrete Surviving Corporation
|
|
|
Annex D-1
|
| |
–
Form of Certificate of Incorporation of Industrea Surviving Corporation
|
|
|
Annex D-2
|
| |
–
Form of Bylaws of Industrea Surviving Corporation
|
|
| Annex E | | |
–
Form of Concrete Merger Letter of Transmittal
|
|
| Annex F | | |
–
Form of Escrow Agreement
|
|
| Annex G | | |
–
Accounting Principles
|
|
| Annex H | | |
–
Form of FIRPTA Certificate
|
|
|
Annex I-1
|
| |
–
Form of Non-Management Rollover Agreement
|
|
|
Annex I-2
|
| |
–
Form of Management Rollover Agreement
|
|
|
Annex I-3
|
| |
–
Form of UK Share Purchase Agreement
|
|
| Annex J | | |
–
R&W Insurance Policy
|
|
|
Annex K-1
|
| |
–
Newco A&R Charter
|
|
|
Annex K-2
|
| |
–
Newco A&R Bylaws
|
|
| Annex L | | |
–
Debt Commitment Letters
|
|
| | | | CONCRETE PUMPING HOLDINGS ACQUISITION CORP. | | |||
| | | | By: | | | /s/ Tariq Osman | |
| | | | Name: | | | Tariq Osman | |
| | | | Title: | | | President | |
| | | | INDUSTREA ACQUISITION CORP. | | |||
| | | | By: | | | /s/ Tariq Osman | |
| | | | Name: | | | Tariq Osman | |
| | | | Title: | | | Executive Vice President | |
| | | | CONCRETE PUMPING INTERMEDIATE ACQUISITION CORP. | | |||
| | | | By: | | | /s/ Tariq Osman | |
| | | | Name: | | | Tariq Osman | |
| | | | Title: | | | President | |
| | | | CONCRETE PUMPING MERGER SUB INC. | | |||
| | | | By: | | | /s/ Tariq Osman | |
| | | | Name: | | | Tariq Osman | |
| | | | Title: | | | President | |
| | | | INDUSTREA ACQUISITION MERGER SUB INC. | | |||
| | | | By: | | | /s/ Tariq Osman | |
| | | | Name: | | | Tariq Osman | |
| | | | Title: | | | President | |
| | | | CONCRETE PUMPING HOLDINGS, INC. | | |||
| | | | By: | | | /s/ Bruce Young | |
| | | | Name: | | | Bruce Young | |
| | | | Title: | | | President and Chief Executive Officer | |
| | | | PGP INVESTORS, LLC , solely in its capacity as the initial Holder Representative hereunder | | |||
| | | | By: | | | PGP Manager, LLC, its Manager | |
| | | | By: | | | PGP Advisors, LLC, its Manager | |
| | | | By: | | | /s/ M. Brent Stevens | |
| | | | Name: | | | M. Brent Stevens | |
| | | | Title: | | | Manager | |
|
Number of Subscribed Shares subscribed for:
|
| | | | 5,333,333 | | |
|
Price Per Subscribed Share:
|
| | | $ | 10.20 | | |
|
Aggregate Base Purchase Price:
|
| | | $ | 54,400,000 | | |
| Number of Subscribed Shares subscribed for: | | | | |
| Price Per Subscribed Share: | | | | |
| Aggregate Purchase Price: | | | | |
|
Number of Shares subscribed for:
|
| | | | 2,450,980 |
|
Price Per Share:
|
| | | $ | 10.20 |
|
Aggregate Purchase Price:
|
| | | $ | 25,000,000.00 |
| Issuer | | | Concrete Pumping Holdings Acquisition Corp., a Delaware corporation | |
| Aggregate Offering Amount | | | $25,000,000 (the “ Investment Amount ”). | |
| Security Offered | | | The Company’s Series A Zero-Dividend Convertible Perpetual Preferred Stock, par value $0.0001 per share (the “ Preferred Stock ”). | |
| Number of Shares Offered | | | 2,450,980 shares | |
| Issue Date | | | Concurrent with the closing of the Business Combination (described below). | |
| Dividends | | | None. | |
| Liquidation Preference | | |
The liquidation preference of the Preferred Stock will be (a) the Investment Amount plus (b) an additional cumulative amount that will accrue at an annual rate of 7.0% (as may be adjusted as described in “Covenants” below, the “
Additional Liquidation Preference Rate
”) beginning on the Issue Date through the date of calculation, expressed as a per-share amount (the “
Liquidation Preference
”). In the event of any liquidation, dissolution or winding up of the Company or any consolidation, merger or sale of all or substantially all of the assets of the Company, each holder of the Preferred Stock will be entitled to receive an amount equal to the Liquidation Preference per share with respect to each share of Preferred Stock held by such holder.
The Preferred Stock will rank senior in priority and will have a senior liquidation preference to the Common Stock and any other existing class of equity securities of the Company, and no new class of preferred stock bearing a liquidation preference and/or rights to dividends
pari passu
with, or senior to, the Preferred Stock may be created without the consent of the holders of the Preferred Stock.
|
|
| Conversion Ratio; Anti-Dilution | | |
The Preferred Stock shall be convertible into shares of the Company’s Common Stock at a 1:1 conversion ratio (as may be adjusted as described below, the “
Conversion Ratio
”).
The Conversion Ratio (and the number of shares of Common Stock into which the Preferred Stock may be converted (the “
Conversion Shares
”)) will be equitably adjusted upon the occurrence of standard anti-dilution events, including:
|
|
| | | |
•
any stock split or subdivision of the Common Stock (in which case the number of Conversion Shares will be increased proportionately and the Conversion Ratio decreased proportionately); and
|
|
| | | |
•
any reverse stock split or consolidation of the Common Stock (in which case the number of Conversion Shares will be decreased proportionately and the Conversion Ratio increased proportionately).
|
|
| Conversion at the Option of the Holder | | | Each holder of Preferred Stock will have the right to convert, at its option, all of the shares of Preferred Stock that it holds into shares of Common Stock at the Conversion Ratio at any time on or following the date that is six calendar months following the Issue Date. The total number of shares of Common Stock into which the Preferred Stock may be converted will be determined by multiplying (a) the number of shares of Preferred Stock being converted by (b) the Conversion Ratio (as adjusted). | |
| Conversion at the Option of the Company | | | The Company shall, at its option, have the right to cause the conversion of all outstanding shares of Preferred Stock into shares of Common Stock at any time following such time as the VWAP per share of the Common Stock is equal or greater than $13.00 (the “ Mandatory Conversion Threshold ”) for 30 consecutive days. The total number of shares of Common Stock into which the Preferred Stock may be converted will be determined by multiplying (x) the number of shares of Preferred Stock being converted by (y) the Conversion Ratio (as adjusted). The Mandatory Conversion Threshold will be equitably adjusted in the event of a stock split, subdivision or similar event affecting the Common Stock. | |
| Redemption | | | At any time on or following the date that is four years following the Issue Date, the Company may, at its option, redeem all or part of any outstanding shares of Preferred Stock at a redemption price equal to the then-applicable Liquidation Preference. For the avoidance of doubt, such redemption shall be effectuated via written notice at least 15 business days prior to the redemption date, and in the interim the holders of the Preferred Stock shall have the option, but not the obligation, to convert some or all of their shares of Preferred Stock into Common Stock prior to the redemption date. | |
| Covenants | | | No financial covenants. In the event that the Company incurs any new debt (other than borrowings under the term loan and revolving credit facilities) that ranks junior to the term loan and revolving credit facilities (“ Junior Debt ”), then to the extent that, after giving effect to the incurrence of such additional Junior Debt, the pro forma Total Leverage Ratio (as defined in the term loan credit agreement) shall exceed 5x EBITDA, the Additional Liquidation Preference Rate (a) shall be increased by 2.0% beginning on the first day of the first calendar quarter following the incurrence of such additional Junior Debt and (b) thereafter, shall be decreased by 2.0% beginning on the first day of the first calendar quarter following such time as the pro forma Total Leverage Ratio no longer exceeds 5x EBITDA. Notwithstanding the foregoing, the Company will be permitted to draw on the revolving credit facility and any incremental facilities permitted under the term loan credit agreement to the fullest extent permitted by those documents regardless of the impact that such additional borrowings may have on the Total Leverage Ratio. | |
| Voting Rights | | | Except as otherwise required by law, the affirmative vote of holders of a majority of the outstanding shares of Preferred Stock, voting as a class, shall be required to approve any change or alteration in the rights, preferences or privileges of the Preferred Stock. In addition, holders of Preferred Stock shall vote together with the holders of Common Stock, as a single class, upon any matter submitted to the common stockholders for a vote and shall have that number of votes per share as is equal to the number of whole shares of Common Stock into which each share of Preferred Stock held by such holder could be converted on the record date established for such purpose. Notwithstanding the foregoing, holders of Preferred Stock shall not have the right to vote for the election of any members of the Board of Directors of the Company. | |
| Subscription Rights | | | Holders of Preferred Stock shall have the right to purchase equity securities that are issued by the Company in any future capital raising transaction that occurs after the Issue Date to the extent necessary in order to maintain their then-existing pro rata ownership percentage in the Company on a fully diluted, as-converted basis. | |
| Transfers | | | Holders of Preferred Stock may not sell, transfer or otherwise dispose of any shares of Preferred Stock (including any transfer of all or a portion of the beneficial ownership of, or economic interest in, the Preferred Stock through derivative instruments or other similar arrangements) for a period of six months following the Issue Date, subject to customary exceptions (e.g. transfers to affiliate transfers, pledges, etc.) and with prior written notice to the Company; provided that, if the Preferred Stock is converted into Common Stock during such six-month period pursuant to “Conversion at the Option of the Company” above, the Conversion Shares issued upon such conversion shall not be subject to such transfer restriction. Thereafter, transfers may be permitted with prior written notice to the Company subject to compliance with all U.S. federal and other securities laws. | |
| Board of Directors | | | For so long as the holders of Preferred Stock collectively beneficially own an aggregate of 5% or more of the aggregate number of shares of Common Stock outstanding on a fully diluted, as-converted basis, they collectively shall be entitled to designate one individual to serve as a non-voting observer of the Board of Directors of the Company (the “ Board Observer ”). The holders shall be responsible for all costs, expenses and risks related to the designation and service of the Board Observer. | |
| Subscription Agreement | | | The purchase of shares of Preferred Stock (the “ Investment ”) shall be made pursuant to a Subscription Agreement which shall contain, among other things, representations and warranties of the Company and the Investor, and appropriate conditions to closing (including as outlined below). | |
| Signing | | | The Investor and the Company will enter into the Subscription Agreement with respect to the Investment concurrently with the execution of the Merger Agreement by and among the Company, CPH, Merger Sub and a representative of the current owners of CPH (the “ Merger Agreement ”), with respect to the Company’s potential business combination with CPH pursuant to which a wholly owned subsidiary of the Company (“ Merger Sub ”) will merge with and into CPH with CPH being the surviving corporation (the “ Business Combination ”). | |
| Closing | | | The closing of the Investment (“ Closing ”) will occur on the closing date of the Business Combination. The Company shall provide Investor at least five (5) days advance written notice of the proposed closing date (the “ Closing Notice ”). Within two (2) business days after receiving the Closing Notice, the Investor shall (a) deliver to the Company such information as is reasonably requested in the Closing Notice in order for the Company to issue shares of Preferred Stock to the Investor (or its designees) and (b) wire the purchase price for the Investment to an escrow account established at the Company’s transfer agent, as specified in the Closing Notice, to be released to the Company upon the closing of the Business Combination. | |
| Closing Conditions | | | The Closing will be subject to the following conditions: (i) customary bring down of the representations and warranties of the Investor; (ii) all conditions precedent to the closing of the Business Combination set forth in the Merger Agreement, including the approval of the Company’s stockholders, shall have been satisfied or waived; (iii) the Business Combination shall have been, or substantially concurrently with the Investment, shall be, consummated in accordance with the terms of the Merger Agreement; and (iv) no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the Investment illegal or otherwise preventing or prohibiting consummation of the Investment. | |
| Use Of Proceeds | | | Proceeds from the Investment will be used to fund the purchase price under the Merger Agreement and for general working capital purposes as determined by the Company in its sole discretion. | |
| Registration Rights | | | The Company will be obligated to file a resale “shelf” registration statement on Form S-3 (or, if Form S-3 is not available for use by the Company, another applicable registration form) (the “ Registration Statement ”) within 90 days of the Closing (the “ Filing Deadline ”) covering the shares of Common Stock issuable upon conversion of the Preferred Stock. The Company will use commercially reasonable efforts to have the Registration Statement declared effective by the SEC within 60 days of the Filing Deadline (the “ Effectiveness Deadline ”); provided that the Effectiveness Deadline will be extended to 120 days after the Filing Deadline if the Registration Statement is reviewed by, and the Company receives comments from, the SEC. The Company will use its commercially reasonable efforts to maintain the continuous effectiveness of the Registration Statement until all Conversion Shares cease to be registrable securities or such shorter period upon which the holders have notified the Company that such Conversion Shares have actually been sold. In addition, the holders will be entitled to “piggyback” registration rights with respect to the Conversion Shares on all registration statements of the Company that are filed on Form S-1, Form S-3 or similar forms with respect to any underwritten secondary offering of Common Stock as well as the ability to participate in such underwritten offering, subject to the right of the Company and the underwriters in their discretion to reduce the number of shares proposed to be registered by the holders on a pro rata basis. Notwithstanding the foregoing, the holders shall not have any rights to participate in the registration statement that Peninsula Pacific is entitled to cause the Company to file with respect to the shares of Common Stock to be issued to Peninsula Pacific in connection with the transactions contemplated by the Merger Agreement. | |
| Termination Date | | | The Subscription Agreement will terminate upon the earlier to occur of: (i) such date and time as the Merger Agreement is terminated in accordance with its terms; (ii) upon the mutual written agreement of the Company and the Investor; or (iii) if any of the closing conditions in the Subscription Agreement are not satisfied prior to Closing and, as a result thereof, the Investment is not consummated. The Company will notify the Investor of the termination of the Merger Agreement promptly after its termination. | |
|
Rollover Holder
|
| |
Initial Stock Rollover Amount
|
| | |||||
|
BBCP Investors, LLC
|
| | | $ | | | | | | |
|
Robert Bruce Woods
|
| | | $ | | | | | | |
|
William K. Wood
|
| | | $ | | | | | ||
|
Joel Silkett
|
| | | $ | | | | | | |
|
Richard Hansen
|
| | | $ | | | | | | |
|
Dale C. Bone
|
| | | $ | | | | | | |
| | | | Sincerely, | |
| | | | ROLLOVER HOLDER: | |
| | | |
/s/ Don M. Heinz, Jr.
Don M. Heinz, Jr.
|
|
| | | |
Address:
|
|
| | | |
/s/ William L. Henshaw
William L. Henshaw
|
|
| | | |
Address:
|
|
| | | |
/s/ John G. Hudek
John G. Hudek
|
|
| | | |
Address:
|
|
| | | |
/s/ Iain Humphries
Iain Humphries
|
|
| | | |
Address:
|
|
| | | |
/s/ Robert Keith Joiner
Robert Keith Joiner
|
|
| | | |
Address:
|
|
| | | |
/s/ Jeffrey D. LaBounty
Jeffrey D. LaBounty
|
|
| | | |
Address:
|
|
| | | |
/s/ Terry McConnell
Terry McConnell
|
|
| | | |
Address:
|
|
| | | |
/s/ Scott C. Rochel
Scott Rochel
|
|
| | | |
Address:
|
|
| | | |
/s/ Timothy W. Schieck
Timony Schieck
|
|
| | | |
Address:
|
|
| | | |
/s/ Robert Seals
Robert Seals
|
|
| | | |
Address:
|
|
| | | |
/s/ Jeffrey Switzer
Jeffrey Switzer
|
|
| | | |
Address:
|
|
| | | |
/s/ Dave Tinkle
Dave Tinkle
|
|
| | | |
Address:
|
|
| | | |
/s/ Randal A. Waterman
Randal A. Waterman
|
|
| | | |
Address:
|
|
| | | |
/s/ Gregg A. White
Gregg A. White
|
|
| | | |
Address:
|
|
| | | |
/s/ Bruce F. Young
Bruce F. Young
|
|
| | | |
Address:
|
|
| Accepted and Agreed: | | | ||
| NEWCO: | | | | |
| Concrete Pumping Holdings Acquisition Corp. | | | | |
|
By:
/s/ Tariq Osman
Name: Tariq Osman
Title: President |
| | | |
| INDUSTREA: | | | | |
| Industrea Acquisition Corp. | | | | |
|
By:
/s/ Tariq Osman
Name: Tariq Osman
Title: Executive Vice President |
| | | |
|
Rollover Holder
|
| | | | |
Stock and Option Rollover Amount
|
|
|
Rollover Holder
|
| | | | |
Shares of Company Stock
|
|
| | | | | | |
[________] shares of Common Stock
|
|
| | | | | | |
[________] shares of Preferred Stock
|
|
|
Rollover Holder
|
| |
Number of Options to
Acquire Shares of Common Stock |
| |
Date of Grant
|
| |
Exercise Price
|
| |||
| | | | | | |
February 6, 2015
|
| | | $ | 2.48 | | |
| | | | | | |
March 8, 2017
|
| | | $ | 17.50 | | |
|
|
| | | |
|
Printed Name:
|
| | | |
Clause
|
| |
Page
|
| |||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | | | E-3-20 | | |
Vendor name
|
| |
B Ordinary
Shares (number) |
| |
Existing Loans
(principal amount) |
| |
Relevant Rollover
Amount |
| ||||||
David Faud
|
| | | | | | £ | | | | | £ | | | ||
Peter Faud
|
| | | | | | £ | | | | | | £ | | | |
Brendan Murphy
|
| | | | | | £ | | | | | | £ | | | |
Damian Shepherd
|
| | | | | | £ | | | | | | £ | | | |
Evelyn Murphy
|
| | | | | | £ | | | | | | £ | | | |
TOTAL
|
| | | | | | £ | | | | | | £ | | | |
| Company Name | | | Camfaud Group Limited | |
| Registered Number | | | 10473517 | |
| Registered Office | | | High Road, Thornwood Common, Epping, Essex, United Kingdom, CM16 6LU | |
|
Date and Place of Incorporation
|
| | 10 November 2016, England | |
| Directors | | | Robert Ray Buck | |
| | | | Scott Anthony Farquhar | |
| | | | David Anthony Faud | |
| | | | David Robert Holmes | |
| | | | Matthew Marc Homme | |
| | | | John Gregory Hudek | |
| | | | Mary Ellen Kanoff | |
| | | | Martin Brent Stevens | |
| | | | Bruce Franklin Young | |
| Issued Share Capital | | | 887,999 A Ordinary Shares of £0.01 | |
| | | | 12,000 B Ordinary Shares of £0.02 | |
| Accounting Reference Date | | | 31 October | |
| Auditors | | | RSM UK Audit LLP | |
| Tax Residence | | | UK | |
Clause
|
| |
Page
|
| |||
| | | | E-3-24 | | | |
| | | | E-3-28 | | | |
| | | | E-3-28 | | | |
| | | | E-3-29 | | | |
| | | | E-3-29 | | | |
| | | | E-3-29 | | | |
| | | | E-3-29 | | | |
| | | | E-3-30 | | | |
| | | | E-3-30 | | | |
| | | | E-3-30 | | | |
| | | | E-3-30 | | | |
| | | | E-3-31 | | | |
| | | | E-3-31 | | | |
| | | | E-3-31 | | | |
| | | | E-3-31 | | | |
| | | | E-3-32 | | | |
| | | | E-3-32 | | | |
| | | | E-3-32 | | | |
| | | | E-3-32 | | | |
| | | | E-3-33 | | | |
| | | | E-3-33 | | | |
| | | | E-3-33 | | | |
| | | | E-3-33 | | | |
| | | | E-3-34 | | | |
| | | | E-3-34 | | | |
| | | | E-3-34 | | | |
| | | | E-3-34 | | | |
| | | | E-3-35 | | | |
| | | | E-3-35 | | | |
| | | | E-3-35 | | | |
| | | | E-3-35 | | | |
| | | | E-3-36 | | | |
| | | | E-3-36 | | | |
| | | | E-3-36 | | | |
| | | | E-3-37 | | | |
| | | | E-3-37 | | | |
| | | | E-3-37 | | | |
| | | | E-3-37 | | | |
| | | | E-3-38 | | |
Clause
|
| |
Page
|
| |||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| | ||
| | |
|
| |
| By: | | | | |
| Name: | | | [•] | |
| Title: | | | [•] | |
| By: | | | | |
| Name: | | | [•] | |
| Title: | | | [•] | |
| By: | | | | |
| Name: | | | [•] | |
| Title: | | | [•] | |
| By: | | | | |
| Name: | | | [•] | |
| Title: | | | [•] | |
| By: | | | | |
| Name: | | | [•] | |
| Title: | | | [•] | |
| By: | | | | |
| Name: | | | [•] | |
| Title: | | | [•] | |
| By: | | | | |
| Name: | | | [•] | |
| Title: | | | [•] | |
|
EXECUTED AND DELIVERED AS A
DEED by [•] acting by attorney: ______________________ in the presence of: |
| |
)
) ) |
| | | |
|
|
| | | | | Signature of Witness | |
|
|
| | | | | Name of Witness | |
|
|
| | | | | Address of Witness | |
|
|
| | | | | Occupation of Witness | |
|
EXECUTED AND DELIVERED AS A
DEED by [•] acting by attorney: ______________________ in the presence of: |
| |
)
) ) |
| | ||
|
|
| | | | | Signature of Witness | |
|
|
| | | | | Name of Witness | |
|
|
| | | | | Address of Witness | |
|
|
| | | | | Occupation of Witness | |
|
EXECUTED AND DELIVERED AS A
DEED by [•] acting by attorney: ______________________ in the presence of: |
| |
)
) ) |
| | | |
|
|
| | | | | Signature of Witness | |
|
|
| | | | | Name of Witness | |
|
|
| | | | | Address of Witness | |
|
|
| | | | | Occupation of Witness | |
|
EXECUTED AND DELIVERED AS A
DEED by [•] acting by attorney:______________________ in the presence of: |
| |
)
) ) |
| | | |
|
|
| | | | | Signature of Witness | |
|
|
| | | | | Name of Witness | |
|
|
| | | | | Address of Witness | |
|
|
| | | | | Occupation of Witness | |
| EXECUTED and delivered | | |
)
|
| | | |
| as a DEED by | | |
)
|
| | ||
| CONCRETE PUMPING | | |
)
|
| | ||
| HOLDINGS, INC. | | |
)
|
| | ||
| acting by | | | ) | | | ||
| a director, in the presence of: | | | ) | | | ||
| Signature of Witness | | | | | | | |
| Name of Witness | | | | | | | |
| Address of Witness | | | | | | | |
| | | | | | | | |
| Occupation of Witness | | | | | | | |
| | | | | ||||
| EXECUTED and delivered | | |
)
|
| | ||
| as a DEED by | | |
)
|
| | ||
| CONCRETE PUMPING | | |
)
|
| | ||
| INTERMEDIATE HOLDINGS, | | |
)
|
| | ||
| LLC | | |
)
|
| | ||
| acting by | | | ) | | | ||
| a director, in the presence of: | | | ) | | | ||
| | | | | ||||
| Signature of Witness | | | | ||||
| Name of Witness | | | | ||||
| Address of Witness | | | | ||||
| | | | | ||||
| Occupation of Witness | | | | ||||
| | | | | ||||
| EXECUTED and delivered | | |
)
|
| | ||
| as a DEED by | | |
)
|
| | ||
| BRUNDAGE-BONE CONCRETE | | |
)
|
| | ||
| PUMPING, INC. | | |
)
|
| | ||
| acting by | | | ) | | | ||
| a director, in the presence of: | | | ) | | | ||
| Signature of Witness | | | | ||||
| Name of Witness | | | | ||||
| Address of Witness | | | | ||||
| Occupation of Witness | | | |
| EXECUTED and delivered | | |
)
|
| | ||
| as a DEED by | | |
)
|
| | ||
| CONCRETE PUMPING | | |
)
|
| | ||
| INTERMEDIATE | | |
)
|
| | ||
| ACQUISITION CORP. | | |
)
|
| | ||
| acting by | | | ) | | | ||
| a director, in the presence of: | | | ) | | | ||
| | | | | ||||
| Signature of Witness | | | | ||||
| Name of Witness | | | | ||||
| Address of Witness | | | | ||||
| | | | | ||||
| Occupation of Witness | | | | ||||
| | | | | ||||
| EXECUTED and delivered | | |
)
|
| | ||
| as a DEED by | | |
)
|
| | ||
| CONCRETE PUMPING | | |
)
|
| | ||
| HOLDINGS ACQUISITION | | |
)
|
| | ||
| CORPORATION | | |
)
|
| | | |
| acting by | | | ) | | | ||
| a director, in the presence of: | | | ) | | | ||
| | | | | ||||
| Signature of Witness | | | | ||||
| Name of Witness | | | | ||||
| Address of Witness | | | | ||||
| | | | | ||||
| Occupation of Witness | | | | | |
| EXECUTED and delivered by | | |
)
|
| | | | | | |
| | | | | | ||||||
| Brendan Murphy | | |
)
|
| | | ||||
| | | | | | ||||||
| | | | ) | | | /s/ Brendan Murphy | | | ||
| | | | | | ||||||
| | | | ) | | | | ||||
| | | | | | ||||||
| EXECUTED and delivered by | | |
)
|
| | | ||||
| | | | | | ||||||
| David Anthony Faud | | |
)
|
| | | ||||
| | | | | | ||||||
| | | | ) | | | /s/ David Anthony Faud | | | ||
| | | | | | ||||||
| | | | ) | | | | ||||
| | | | | | ||||||
| EXECUTED and delivered by | | |
)
|
| | | ||||
| | | | | | ||||||
| Peter Faud | | |
)
|
| | | ||||
| | | | | | ||||||
| | | | ) | | | /s/ Peter Faud | | | ||
| | | | | | ||||||
| | | | ) | | | | ||||
| | | | | | ||||||
| EXECUTED and delivered by | | |
)
|
| | | ||||
| | | | | | ||||||
| Damian Shepherd | | |
)
|
| | | ||||
| | | | | | ||||||
| | | | ) | | | /s/ Damian Shepherd | | | ||
| | | | | | ||||||
| | | | ) | | | | ||||
| | | | | | ||||||
| EXECUTED and delivered by | | |
)
|
| | | ||||
| | | | | | ||||||
| Evelyn Murphy | | |
)
|
| | | ||||
| | | | | | ||||||
| | | | ) | | | /s/ Evelyn Murphy | | | ||
| | | | | | ||||||
| | | | ) | | | |
| EXECUTED and delivered by ) | | | | ||||
| | | | | ||||
| Lux Concrete Holdings II S.à r.l. | | |
)
|
| | ||
| | | | | ||||
| | | | ) | | | ||
| | | | | ||||
|
acting by Mary Ellen Kanoff,
|
| | ) | | | /s/ Mary Ellen Kanoff | |
| | | | | ||||
| a Category A Manager: | | |
)
|
| | ||
| | | | | ||||
|
acting by Christophe Fender,
|
| | ) | | | /s/ Christophe Fender | |
| | | | | ||||
| a Category B Manager: | | |
)
|
| | ||
| | | | | ||||
| s | | | | ||||
| | | | | ||||
| EXECUTED and delivered by ) | | | | ||||
| | | | | ||||
| Concrete Pumping Holdings) | | | | ||||
| | | | | ||||
| Acquisition Corp. | | |
)
|
| | ||
| | | | | ||||
| | | | ) | | | ||
| | | | | ||||
|
acting by __________________,
|
| | ) | | | /s/ Howard Morgan | |
| | | | | ||||
| a duly authorised signatory: | | |
)
|
| | ||
| | | | | ||||
| s | | | | | |
Name
|
| |
Address, Fax Number or Email for Notices
|
| |
Number of Shares
|
|
Industrea Alexandria LLC | | |
28 West 44
th
Street, Suite 501
New York, New York 10036 Facsimile: [ ] E-mail: [ ] |
| |
[ ]
|
|
David A.B. Brown | | |
[ ]
[ ] Facsimile: [ ] E-mail: [ ] |
| |
[ ]
|
|
Thomas K. Armstrong, Jr. | | |
[ ]
[ ] Facsimile: [ ] E-mail: [ ] |
| |
[ ]
|
|
David G. Hall | | |
[ ]
[ ] Facsimile: [ ] Email: [ ] |
| |
[ ]
|
|
Brian Hodges | | |
[ ]
[ ] Facsimile: [ ] Email: [ ] |
| |
[ ]
|
|
Gerard F. Rooney | | |
[ ]
[ ] Facsimile: [ ] Email: [ ] |
| |
[ ]
|
|
Name
|
| |
Address, Fax Number or Email for Notices
|
| |
Number of Shares
|
|
Bruce Young | | |
[ ]
[ ] Facsimile: [ ] E-mail: [ ] |
| |
[ ]
|
|
Iain Humphries | | |
[ ]
[ ] Facsimile: [ ] E-mail: [ ] |
| |
[ ]
|
|
[ ] | | |
[ ]
[ ] Facsimile: [ ] E-mail: [ ] |
| |
[ ]
|
|
[ ] | | |
[ ]
[ ] Facsimile: [ ] Email: [ ] |
| |
[ ]
|
|
[ ] | | |
[ ]
[ ] Facsimile: [ ] Email: [ ] |
| |
[ ]
|
|
[ ] | | |
[ ]
[ ] Facsimile: [ ] Email: [ ] |
| |
[ ]
|
|
Name
|
| |
Address, Fax Number or Email for Notices
|
| |
Number of Shares
|
|
BBCP Investors, LLC | | |
c/o Peninsula Pacific
10250 Constellation Blvd #2230 Los Angeles, CA 90067 Attention: Mary Ellen Kanoff, General Counsel Email: mkanoff@peninsulapacific.com |
| |
[ ]
|
|
John Hudek | | |
[ ]
[ ] Facsimile: [ ] E-mail: [ ] |
| |
[ ]
|
|
Robert Bruce Woods | | |
[ ]
[ ] Facsimile: [ ] E-mail: [ ] |
| |
[ ]
|
|
William K. Wood | | |
[ ]
[ ] Facsimile: [ ] E-mail: [ ] |
| |
[ ]
|
|
Joel Silkett | | |
[ ]
[ ] Facsimile: [ ] Email: [ ] |
| |
[ ]
|
|
Richard Hansen | | |
[ ]
[ ] Facsimile: [ ] Email: [ ] |
| |
[ ]
|
|
Dale C. Bone | | |
[ ]
[ ] Facsimile: [ ] Email: [ ] |
| |
[ ]
|
|
Name
|
| |
Position
|
| |
Date
|
|
/s/ Tariq Osman
Tariq Osman
|
| |
President and Director
(principal executive officer and principal financial and accounting officer) |
| |
September 10, 2018
|
|
/s/ Joyce Schnoedl
Joyce Schnoedl
|
| | Vice President, Treasurer and Director | | |
September 10, 2018
|
|
/s/ Howard D. Morgan
Howard D. Morgan
|
| | Vice President, Secretary and Director | | |
September 10, 2018
|
|
Exhibit 3.1
Execution Version
CERTIFICATE OF INCORPORATION
OF
Concrete pumping Holdings Acquisition corp.
ARTICLE
I
NAME
The name of the corporation (herein called the “ Corporation ”) is Concrete Pumping Holdings Acquisition Corp.
ARTICLE
II
REGISTERED OFFICE AND AGENT
The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, State of Delaware, 19808. The name of its registered agent for service of process in the State of Delaware at such address is Corporation Service Company.
ARTICLE
III
PURPOSE
The purpose for which the Corporation is formed is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “ DGCL ”).
ARTICLE
IV
CAPITAL STOCK
The total number of shares of all classes of stock which the Corporation shall have authority to issue is one thousand (1,000) shares of capital stock all of which shall be designated “Common Stock” and shall have a par value of $0.01 per share.
ARTICLE
V
DIRECTORS
The number of directors of the Corporation shall be such as from time to time fixed in the manner provided in the bylaws of the Corporation. The election of directors of the Corporation need not be by ballot unless the bylaws of the Corporation so require.
ARTICLE
VI
INDEMNIFICATION
To the fullest extent permitted by the DGCL, as the same exists or as may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages or breach of fiduciary duty as a director. The Corporation shall indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative, or investigative (a “ Proceeding ”), by reason of the fact that he or she or his or her testator or intestate is or was a director of the Corporation or any subsidiary of the Corporation or any predecessor of the Corporation or any subsidiary of the Corporation, or serves or served at any other enterprise as director at the request of the Corporation or any predecessor to the Corporation, or acted at the direction of any such director, against all expense, liability and loss actually and reasonably incurred or suffered by such person in connection therewith.
Any indemnification under this Article VI (unless ordered by a court) shall be made by the Corporation upon a determination that indemnification of the director is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment).
Expenses (including attorneys’ fees) incurred by a director of the Corporation in defending a Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding upon receipt of an undertaking by or on behalf of the director to repay all amounts so advanced in the event that it shall ultimately be determined that such director is not entitled to be indemnified by the Corporation as authorized in this Article VI .
The indemnification and advancement of expenses provided by this Article VI shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any law (common or statutory), bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding office or while employed by or acting as agent for the Corporation. All rights to indemnification under this Article VI shall be deemed to be a contract between the Corporation and each director of the Corporation or any of its subsidiaries who serves or served in such capacity at any time while this Article VI is in effect.
The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was or has agreed to become a director of the Corporation or any of its subsidiaries, or is or was serving at the request of the Corporation as a director of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her or on his or her behalf in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article VI .
If this Article VI or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify or advance expenses to each person entitled to indemnification or advancement of expenses, as the case may be, as to all expense, liability and loss actually and reasonably incurred or suffered by such person and for which indemnification or advancement of expenses, as the case may be, is available to such person pursuant to this Article VI to the full extent permitted by any applicable portion of this Article VI that shall not have been invalidated and to the full extent permitted by applicable law.
Neither any amendment nor repeal of this Article VI , nor the adoption of any provision of this Certificate inconsistent with this Article VI , shall eliminate or reduce the effect of this Article VI in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article VI would accrue or arise, prior to such amendment, repeal of adoption of an inconsistent provision.
ARTICLE
VII
MANAGEMENT OF THE CORPORATION
For the management of the business and for the conduct of the affairs of the Corporation, and in further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders, it is further provided:
(a) In furtherance and not in limitation of the powers conferred by the DGCL, the board of directors of the Corporation (the “ Board ”) is expressly authorized and empowered:
(i) to make, alter, amend or repeal the bylaws of the Corporation in any manner not inconsistent with the DGCL or this Certificate;
(ii) to determine whether any, and if any, what part, of the net profits of the Corporation or of its surplus shall be declared in dividends and paid to the stockholders, and to direct and determine the use and disposition of any such net profits or such surplus; and
(iii) to fix from time to time the amount of net profits of the Corporation or of its surplus to be reserved as working capital or for any other lawful purpose.
In addition to the powers and authorities herein or by statute expressly conferred upon it, the Board may exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the DGCL, of this Certificate and of the bylaws of the Corporation.
(b) The Corporation and the holders of a majority of the outstanding Common Stock shall be entitled to waive or amend any provision hereunder unless such provision explicitly requires otherwise.
ARTICLE
VIII
BUSINESS COMBINATIONS
The Corporation hereby elects not to be governed by Section 203 of the DGCL.
IN WITNESS WHEREOF , I, the undersigned, being the sole incorporator hereinabove named, for the purpose of forming a corporation pursuant to the DGCL, do hereby certify, under penalties of perjury, that this is my act and deed and that the facts hereinabove stated are truly set forth and, accordingly, I have hereunto set my hand as of August 29, 2018.
/s/ Lelise Gobena | |
Lelise Gobena | |
Sole Incorporator | |
c/o Winston & Strawn LLP | |
200 Park Avenue | |
New York, New York 10166 |
Exhibit 3.3
Final Form
BYLAWS
OF
CONCRETE PUMPING HOLDINGS
ACQUISITION CORP.
Incorporated under the laws
of the State of Delaware
Effective as of August 29, 2018
BYLAWS
OF
CONCRETE PUMPING HOLDINGS ACQUISITION CORP.
Article
I.
OFFICES; BOOKS
1.1. Registered Office.
The registered office of Concrete Pumping Holdings Acquisition Corp. (the “ Corporation ”) in the State of Delaware shall be at 251 Little Falls Drive, in the City of Wilmington, County of New Castle, 19808, and the registered agent in charge thereof shall be Corporation Service Company.
1.2. Other Offices.
The Corporation may also have an office or offices at any other place or places within or outside the State of Delaware.
1.3. Books.
The books of the Corporation may be kept within or without of the State of Delaware as the Board of Directors (the “ Board ”) may from time to time determine or the business of the Corporation may require.
Article
II.
MEETING OF STOCKHOLDERS; STOCKHOLDERS’
CONSENT IN LIEU OF MEETING
2.1. Annual Meetings.
The annual meeting of the stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting, shall be held at such place, date and hour as shall be fixed by the Board and designated in the notice or waiver of notice thereof, except that no annual meeting need be held if all actions, including the election of directors, required by the General Corporation Law of the State of Delaware (the “ DGCL ”) to be taken at a stockholders’ annual meeting are taken by written consent in lieu of meeting pursuant to Section 2.10 of this Article II .
2.2. Special Meetings.
A special meeting of the stockholders for any purpose or purposes may be called by the Board, the Chairman, the President or at least a majority in voting interest of the stockholders, to be held at such place, date and hour as shall be designated in the notice or waiver of notice thereof.
- 1 - |
2.3. Notice of Meetings.
Except as otherwise required by statute, the Certificate of Incorporation of the Corporation, as amended from time to time (the “ Certificate ”), or these bylaws, notice of each annual or special meeting of the stockholders shall be given to each stockholder of record entitled to vote at such meeting not less than 10 nor more than 60 days before the day on which the meeting is to be held, by delivering written notice thereof to him personally, or by mailing a copy of such notice, postage prepaid, directly to him at his address as it appears in the records of the Corporation, or by transmitting such notice thereof to him at such address by facsimile, or via email as a portable document format (.pdf). Every such notice shall state the place, the date and hour of the meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is called. Notice of any meeting of stockholders shall not be required to be given to any stockholder who shall attend such meeting in person or by proxy, or who shall, in person or by attorney thereunto authorized, waive such notice in writing, either before or after such meeting. Except as otherwise provided in these bylaws, neither the business to be transacted at, nor the purpose of, any meeting of the stockholders need be specified in any such notice or waiver of notice. Notice of any adjourned meeting of stockholders shall not be required to be given, except when expressly required by law.
2.4. Quorum.
At each meeting of the stockholders, except where otherwise provided by the Certificate or these bylaws, the holders of a majority in voting interest of stockholders of the Corporation entitled to vote at such meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business. In the absence of a quorum, a majority in voting interest of the stockholders present in person or represented by proxy and entitled to vote, or, in the absence of all the stockholders entitled to vote, any officer entitled to preside at, or act as secretary of, such meeting, shall have the power to adjourn the meeting from time to time, until stockholders holding the requisite amount of stock to constitute a quorum shall be present or represented. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called.
2.5. Organization.
Unless otherwise determined by the Board, at each meeting of the stockholders, one of the following shall act as chairman of the meeting and preside thereat, in the following order of precedence:
(a) the Chairman, if any;
(b) the President;
(c) the Vice President:
(d) any director, officer or stockholder of the Corporation designated by the Board to act as chairman of such meeting and to preside thereat if the Chairman, the President or Vice Presidents shall be absent from such meeting; or
(e) a stockholder of record who shall be chosen chairman of such meeting by a majority in voting interest of the stockholders present in person or by proxy and entitled to vote thereat.
- 2 - |
The Secretary or, if he shall be presiding over such meeting in accordance with the provisions of this Section 2.5 or if he shall be absent from such meeting, the person (who shall be an Assistant Secretary, if an Assistant Secretary has been appointed and is present) whom the chairman of such meeting shall appoint, shall act as secretary of such meeting and keep the minutes thereof. In addition to such other powers as are conferred upon the person acting as chairman of the meeting in these bylaws or by the Board, such person shall have the authority to adjourn the meeting at any time.
2.6. Order of Business.
The order of business at each meeting of the stockholders shall be determined by the chairman of such meeting, but such order of business may be changed by a majority in voting interest of those present in person or by proxy at such meeting and entitled to vote thereat.
2.7. Voting.
Except as otherwise provided by law, the Certificate or these bylaws, at each meeting of the stockholders, every stockholder of the Corporation shall be entitled to one vote in person or by proxy for each share of common stock or other voting securities of the Corporation held by him and registered in his name on the books of the Corporation on the date fixed pursuant to Section 6.7 as the record date for the determination of stockholders entitled to vote at such meeting. Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held. A person whose stock is pledged shall be entitled to vote, unless, in the transfer by the pledgor on the books of the Corporation, he has expressly empowered the pledgee to vote thereon, in which case only the pledgee or his proxy may represent such stock and vote thereon. If shares or other securities having voting power stand in the record name of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety or otherwise, or if two or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary shall be given written notice to the contrary and furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect:
(a) if only one votes, his act binds all;
(b) if more than one votes, the act of the majority so voting binds all; and
(c) if more than one votes, but the vote is evenly split on any particular matter, such shares shall be voted in the manner provided by law.
If the instrument so filed shows that any such tenancy is held in unequal interests, a majority or even-split for the purposes of this Section 2.7 shall be a majority or even-split in interest. The Corporation shall not vote directly or indirectly any share of its own capital stock. Any vote of stock may be given by the stockholder entitled thereto in person or by his proxy appointed by an instrument in writing, signed by such stockholder or by his attorney thereunto authorized, delivered to the secretary of the meeting; provided, however, that no proxy shall be voted after three years from its date, unless said proxy provides for a longer period. At all meetings of the stockholders, all matters (other than the election of directors) shall be decided by the affirmative vote of a majority of shares present in person or represented by proxy at such meeting and entitled to vote thereon. Directors shall be elected in accordance with Section 3.3 . Unless demanded by a stockholder present in person or by proxy at any meeting and entitled to vote thereon, the vote on any question need not be by ballot. Upon a demand by any such stockholder for a vote by ballot upon any question, such vote by ballot shall be taken. On a vote by ballot, each ballot shall be signed by the stockholder voting, or by his proxy, if there be such proxy, and shall state the number of shares voted.
- 3 - |
2.8. Inspection.
The chairman of the meeting may at any time appoint one or more inspectors to serve at any meeting of the stockholders. Any inspector may be removed, and a new inspector or inspectors appointed, by the Board at any time. Such inspectors shall decide upon the qualifications of voters, accept and count votes, declare the results of such vote, and subscribe and deliver to the secretary of the meeting a certificate stating the number of shares of stock issued and outstanding and entitled to vote thereon and the number of shares voted for and against the question, respectively. The inspectors need not be stockholders of the Corporation, and any director or officer of the Corporation may be an inspector on any question other than a vote for or against his election to any position with the Corporation or on any other matter in which he may be directly interested. Before acting as herein provided, each inspector shall subscribe an oath to faithfully execute the duties of an inspector with strict impartiality and according to the best of his ability.
2.9. List of Stockholders.
It shall be the duty of the Secretary or other officer of the Corporation who shall have charge of its stock ledger to prepare and make, at least ten (10) days before every meeting of the stockholders, a complete list of the stockholders entitled to vote thereat, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to any such meeting, during ordinary business hours, for a period of at least ten (10) days prior to such meeting, in the manner required by applicable law. Such list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.
2.10. Stockholders’ Consent in Lieu of Meeting.
Unless otherwise provided in the Certificate, any action required by the DGCL to be taken at any annual or special meeting of the stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, by a consent in writing, as permitted by the DGCL.
Article
III.
BOARD OF DIRECTORS
3.1. General Powers.
Except as otherwise provided by the DGCL or the Certificate, the business, property and affairs of the Corporation shall be managed by or under the direction of the Board, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Certificate directed or required to be exercised or done by the stockholders.
3.2. Number and Term of Office.
Except as otherwise required by the Certificate, the number of directors shall be fixed from time to time by the Board. Directors need not be stockholders. Each director shall hold office until his successor is elected and qualified, or until his earlier death or resignation or removal in the manner hereinafter provided.
- 4 - |
3.3. Election of Directors.
Directors shall be elected by a plurality of the shares present in person or represented by proxy at a meeting of its stockholders and entitled to vote on the election of directors; provided, however, that for purposes of such vote no stockholder shall be allowed to cumulate his votes. Unless an election by ballot shall be demanded as provided in Section 2.7 , election of directors may be conducted in any manner approved at such meeting.
3.4. Resignation, Removal and Vacancies.
Any director may resign at any time by giving written notice to the Board, the Chairman, the President or the Secretary. Such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof; unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Any director or the entire Board may be removed, with or without cause, at any time by vote of the holders of a majority of the shares then entitled to vote at an election of directors or by written consent of the stockholders pursuant to Section 2.10 .
Vacancies occurring on the Board for any reason may be filled by vote of the stockholders or by the stockholders’ written consent pursuant to Section 2.10 or by vote of the Board or by the directors’ written consent pursuant to Section 3.6 . If the number of directors then in office is less than a quorum, such vacancies may be filled by a vote of a majority of the directors then in office.
3.5. Meetings.
(a) Annual Meetings . As soon as practicable after each annual election of directors, the Board shall meet for the purpose of organization and the transaction of other business, unless it shall have transacted all such business by written consent pursuant to Section 3.6 .
(b) Other Meetings . Other meetings of the Board shall be held at such times and places as the Board, the Chairman, the President or any director shall from time to time determine.
(c) Notice of Meetings . Notice shall be given to each director of each meeting, including the time, place and purpose of such meeting. Notice of each such meeting shall be mailed to each director by overnight courier, addressed to him at his residence or usual place of business, at least two (2) days before the date on which such meeting is to be held, or shall be sent to him at such place by facsimile or via email as a portable document format (.pdf) or other form of recorded communication, or be delivered personally or by telephone not later than one (1) day before the day on which such meeting is to be held, but notice need not be given to any director who shall attend such meeting. A written waiver of notice, signed by the person entitled thereto, whether before or after the time of the meeting stated therein, shall be deemed equivalent to notice. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.
(d) Place of Meetings . The Board may hold its meetings at such place or places within or outside the State of Delaware as the Board may from time to time determine, or as shall be designated in the respective notices or waivers of notice thereof.
- 5 - |
(e) Quorum and Manner of Acting . Except as provided in the Certificate, a majority of the total number of directors then in office shall be present in person at any meeting of the Board in order to constitute a quorum for the transaction of business at such meeting, and the vote of a majority of those directors present at any such meeting at which a quorum is present shall be necessary for the passage of any resolution or act of the Board, except as otherwise expressly required by law, the Certificate or these bylaws. In the absence of a quorum for any such meeting, a majority of the directors present thereat may adjourn such meeting from time to time until a quorum shall be present.
(f) Organization . At each meeting of the Board, one of the following shall act as chairman of the meeting and preside thereat, in the following order of precedence:
(i) the Chairman, if any;
(ii) the President (if a director);
(iii) the Vice President (if a director); or
(iv) any director designated by a majority of the directors present.
The Secretary or, in the case of his absence, an Assistant Secretary, if an Assistant Secretary has been appointed and is present, or any person whom the chairman of the meeting shall appoint shall act as secretary of such meeting and keep the minutes thereof.
3.6. Directors’ Consent in Lieu of Meeting.
Unless otherwise provided in the Certificate, any action required or permitted to be taken at any meeting of the Board may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by all the directors then in office. Such consent shall be filed with the minutes of the proceedings of the Board.
3.7. Action by Means of Conference Telephone or Similar Communications Equipment.
Any one or more members of the Board may participate in a meeting of the Board by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.
3.8. Committees.
The Board may, by resolution or resolutions passed by a majority of the whole Board, designate one or more committees, such committee or committees to have such name or names as may be determined from time to time by resolution adopted by the Board, and each such committee to consist of one or more directors of the Corporation, which to the extent provided in said resolution or resolutions shall have and may exercise the powers of the Board in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require it. A majority of all the members of any such committee may determine its action and fix the time and place of its meetings, unless the Board shall otherwise provide. The Board shall have power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any time.
- 6 - |
3.9. Interested Directors.
No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, will be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose if (i) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to his or their relationship or interest as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board, a committee thereof or the stockholders. Interested directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes the contract or transaction.
Article
IV.
OFFICERS
4.1. Number, Titles and Term of Office.
The officers of the Corporation shall be a President, one or more Vice Presidents (any one or more of whom may be designated Executive Vice President or Senior Vice President), a Secretary and, if the Board so elects, a Chairman, a Treasurer and such other officers as the Board may from time to time elect or appoint. Each officer shall hold office until his successor shall be duly elected and shall qualify or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same person, unless the Certificate provides otherwise. Except for the Chairman, if any, no officer need be a director.
4.2. Authority and Duties.
All officers, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the Corporation as may be provided in these bylaws or, to the extent so provided, by the Board.
4.3. Vacancies.
Any vacancy occurring in any office of the Corporation may be filled by the Board.
4.4. The Chairman.
If elected, the Chairman shall preside at all meetings of the stockholders and of the Board; and he shall have such other powers and duties as designated in these bylaws and as from time to time may be assigned to him by the Board.
4.5. The President.
Unless the Board otherwise determines, the President shall have the authority to agree upon and execute all leases, contracts, evidences of indebtedness and other obligations in the name of the Corporation; and, unless the Board otherwise determines, he shall, in the absence of the Chairman or if there be no Chairman, preside at all meetings of the stockholders and (should he be a director) of the Board; and he shall have such other powers and duties as designated in accordance with these bylaws as from time to time may be assigned to him by the Board.
- 7 - |
4.6. Vice Presidents.
In the absence of the President, or in the event of his inability or refusal to act, a Vice President designated by the Board shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. In the absence of a designation by the Board of a Vice President to perform the duties of the President, or in the event of his absence or inability or refusal to act, the Vice President who is present and who is senior in terms of time as a Vice President of the Corporation shall so act. The Vice Presidents shall perform such other duties and have such other powers as the Board may from time to time prescribe.
4.7. The Secretary.
The Secretary shall keep the minutes of all meeting of the Board, committees of directors and the stockholders, in books provided for that purpose; he shall attend to the giving and serving of all notices; he may in the name of the Corporation affix the seal of the Corporation to all contracts of the Corporation and attest the affixation of the seal of the Corporation thereto; he may sign with the other appointed officers all certificates for shares of capital stock of the Corporation; he shall have charge of the certificate books, transfer books and stock ledgers, and such other books and papers as the Board may direct, all of which shall at all reasonable times be open to inspection of any director upon application at the office of the Corporation during business hours; he shall have such other powers and duties as designated in these bylaws and as from time to time may be assigned to him by the Board; and he shall in general perform all acts incident to the office of Secretary, subject to the control of the President and the Board.
4.8. Assistant Secretaries.
Each Assistant Secretary shall have the usual powers and duties pertaining to his office, together with such other powers and duties as designated in these bylaws or as from time to time may be assigned to him by the President or the Board. The Assistant Secretaries shall exercise the powers of the Secretary during that officer’s absence or inability or refusal to act.
4.9. The Treasurer.
The Treasurer shall have responsibility for the custody and control of all the funds and securities of the Corporation, and he shall have such other powers and duties as designated in these bylaws and as from time to time may be assigned to him by the Board. He shall perform all acts incident to the position of Treasurer, subject to the control of the President and the Board; and he shall, if required by the Board, give such bond for the faithful discharge of his duties in such form as the Board may require.
4.10. Assistant Treasurers.
Each Assistant Treasurer shall have the usual powers and duties pertaining to his office, together with such other powers and duties as designated in these bylaws or as from time to time may be assigned to him by the Board. The Assistant Treasurers shall exercise the power of the Treasurer during that officer’s absence or inability or refusal to act.
- 8 - |
Article
V.
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
5.1. Execution of Documents.
The Board shall designate, by either specific or general resolution, the officers, employees and agents of the Corporation who shall have the power to execute and deliver deeds, contracts, mortgages, bonds, debentures, checks, drafts and other orders for the payment of money and other documents for and in the name of the Corporation, and may authorize such officers, employees and agents to delegate such power (including authority to redelegate) by written instrument to other officers, employees or agents of the Corporation. Unless so designated or expressly authorized by these bylaws, no officer, employee or agent shall have any power or authority to bind the Corporation by any contract or engagement, to pledge its credit or to render it liable pecuniarily for any purpose or amount.
5.2. Deposits.
All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation or otherwise as the Board or Treasurer, or any other officer of the Corporation to whom power in this respect shall have been given by the Board, shall select.
5.3. Proxies with Respect to Stock or Other Securities of Other Corporations.
The Board shall designate the officers of the Corporation who shall have authority from time to time exercise, or to appoint an agent or agents of the Corporation to exercise in the name and on behalf of the Corporation the powers and rights which the Corporation may have as the holder of stock or other securities in any other corporation, and to vote or consent with respect to such stock or securities. In the absence of any express designation by the Board, the President shall have such authority, unless otherwise determined by the Board. Such designated officers may instruct the person or persons so appointed as to the manner of exercising such powers and rights, and such designated officers may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal or otherwise, such written proxies, powers of attorney or other instruments as they may deem necessary or proper in order that the Corporation may exercise its powers and rights.
Article
VI.
SHARES AND THEIR TRANSFER; FIXING RECORD DATE
6.1. Certificates for Shares.
Every owner of stock of the Corporation shall be entitled to have a certificate certifying the number and class of shares owned by him in the Corporation, which shall be in such form as shall be prescribed by the Board. Certificates shall be numbered and issued in consecutive order and shall be signed by, or in the name of, the Corporation by the Chairman, the President or any Vice President, and by the Treasurer (or an Assistant Treasurer, if appointed) or the Secretary (or an Assistant Secretary, if appointed). In case any officer or officers who shall have signed any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed such certificate had not ceased to be such officer or officers of the Corporation.
- 9 - |
6.2. Record.
A record in one or more counterparts shall be kept of the name of the person, firm or corporation owning the shares represented by each certificate for stock of the Corporation issued, the number of shares represented by each such certificate, the date thereof and, in the case of cancellation, the date of cancellation. Except as otherwise expressly required by law, the person in whose name shares of stock stand on the stock record of the Corporation shall be deemed the owner thereof for all purposes regarding the Corporation.
6.3. Transfer and Registration of Stock.
The transfer of stock and certificates which represent the stock of the Corporation shall be governed by Article 8 of Subtitle 1 of Title 6 of the Delaware Code (the Uniform Commercial Code), as amended from time to time.
Registration of transfers of shares of the Corporation shall be made only on the books of the Corporation upon request of the registered holder thereof, or of his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and upon the surrender of the certificate or certificates for such shares properly endorsed or accompanied by a stock power duly executed.
6.4. Addresses of Stockholders.
Each stockholder shall designate to the Secretary an address at which notices of meetings and all other corporate notices may be served or mailed to him, and, if any stockholder shall fail to designate such address, corporate notices may be served upon him by mail directed to him at his post-office address, if any, as the same appears on the share record books of the Corporation or at his last known post-office address.
6.5. Lost, Destroyed and Mutilated Certificates.
The holder of any shares of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board may, in its discretion, cause to be issued to him a new certificate or certificates for such shares, upon the surrender of the mutilated certificates or, in the case of loss or destruction of the certificate, upon satisfactory proof of such loss or destruction, and the Board may, in its discretion, require the owner of the lost or destroyed certificate or his legal representative to give the Corporation a bond in such sum and with such surety or sureties as it may direct to indemnify the Corporation against any claim that may be made against it on account of the alleged loss or destruction of any such certificate.
6.6. Regulations.
The Board may make such rules and regulations as it may deem expedient, not inconsistent with these bylaws, concerning the issue, transfer and registration of certificates for stock of the Corporation.
- 10 - |
6.7. Fixing Date for Determination of Stockholders of Record.
(a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall be not more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day immediately preceding the day on which notice is given, or, if notice is waived, at the close of business on the day immediately preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided , however , that the Board may fix a new record date for the adjourned meeting.
(b) In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which date shall be not more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board. If no record date has been fixed by the Board, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board is required by the DGCL, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board and prior action by the Board is required by the DGCL, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board adopts the resolution taking such prior action.
(c) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.
Article
VII.
SEAL
The Board may provide a corporate seal, which shall be in the form approved by the Board.
Article
VIII.
FISCAL YEAR
The fiscal year of the Corporation shall be October 31 unless otherwise determined by the Board.
- 11 - |
Article
IX.
INDEMNIFICATION AND INSURANCE
9.1. Indemnification.
(a) To the fullest extent permitted by the DGCL as the same exists or may hereafter be amended, a director of the Corporation shall not be liable to the Corporation or its stockholders for breach of fiduciary duty as a director.
(b) Without limitation of any right conferred by paragraph (a) of this Section 9.1 , each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “ Proceeding ”), by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “ Indemnitee ”), whether the basis of such Proceeding is alleged action in an official capacity while serving as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes or amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith and such indemnification shall continue as to an Indemnitee who has ceased to be a director or officer and shall inure to the benefit of the Indemnitee’s heirs, testators, intestates, executors and administrators; provided , however , except as provided in Section 9.1(c) with respect to Proceedings to enforce rights to indemnification, the Corporation shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) initiated by such Indemnitee was authorized by the Board. The right to indemnification conferred in this Article IX shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such Proceeding in advance of its final disposition (hereinafter an “ advancement of expenses ”); provided , however , that, if the DGCL requires, an advancement of expenses incurred by an Indemnitee in his capacity as a director or officer shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “ Undertaking ”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “ Final Adjudication ”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section or otherwise.
(c) If a claim under Section 9.1(b) is not paid in full by the Corporation with sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of any Undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an Undertaking the Corporation shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met the applicable standard of conduct set forth in the DGCL. Neither the failure of the Corporation (including the Board, independent legal counsel, or the stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including the Board, independent legal counsel or the stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Section or otherwise shall be on the Corporation.
- 12 - |
(d) The rights to indemnification and to the advancement of expenses conferred in this Article IX shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Certificate, agreement, vote of stockholders or disinterested directors or otherwise.
9.2. Insurance.
The Corporation may purchase and maintain insurance, at its expense, to protect itself and any person who is or was a director, officer, employee or agent of the Corporation or any person who is or was serving at the request of the Corporation as a director, officer, employer or agent of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.
Article
X.
AMENDMENT
Any bylaw (including these bylaws) may be adopted, amended or repealed by the affirmative vote of shares present in person or represented in proxy at a meeting of the stockholders and entitled to vote or by the stockholders’ written consent pursuant to Section 2.10 , or by the vote of the Board or by the directors’ written consent pursuant to Section 3.6 .
* * * * * *
- 13 - |
Exhibit 21
Subsidiaries of Concrete Pumping Holdings Acquisition Corp.
Subsidiary | State of Incorporation | |
Concrete Pumping Intermediate Acquisition Corp. | Delaware | |
Concrete Pumping Merger Sub Inc. | Delaware | |
Industrea Acquisition Merger Sub Inc. | Delaware |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the use in this Registration Statement on Form S-4 of our report dated March 28, 2018 relating to the balance sheet of Industrea Acquisition Corp. as of December 31, 2017, and the related statements of operations, changes in stockholders’ equity and cash flows for the period from April 7, 2017 (date of inception) through December 31, 2017, and to the reference to our Firm under the caption “Experts” in the Registration Statement.
/s/ WithumSmith+Brown, PC | |
Whippany, New Jersey | |
September 10, 2018 |
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We hereby consent to the use in the Proxy Statement/Prospectus constituting a part of this Registration Statement of our report dated September 10, 2018, relating to the consolidated financial statements of Concrete Pumping Holdings, Inc. and Subsidiaries as of October 31, 2017 and 2016 and for each of the three years in the period ended October 31, 2017, contained in the Proxy Statement/Prospectus.
We also consent to the reference to us under the caption “Independent Registered Public Accounting Firms” in the Proxy Statement/Prospectus.
/s/ BDO USA, LLP
Dallas, Texas
September 10, 2018
Exhibit 23.3
Consent of Independent Auditor
We consent to the inclusion in this Registration Statement on Form S-4 of Concrete Pumping Holdings Acquisition Corp. of our report dated August 28, 2018 relating to the consolidated financial statements of Camfaud Concrete Pumps Limited and Subsidiary.
We also consent to the reference of our firm as Experts under the heading “Independent Auditor” in such Registration Statement.
/s/ RSM US LLP
Denver, CO
September 10, 2018
Exhibit 99.10
PROXY
PRELIMINARY PROXY CARD - SUBJECT TO COMPLETION
FOR THE SPECIAL MEETING OF STOCKHOLDERS OF
INDUSTREA ACQUISITION CORP.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Howard D. Morgan and Tariq Osman (the “Proxies”), and each of them independently, with full power of substitution, as proxies to vote all of the shares of Common Stock of Industrea Acquisition Corp. (the “Company”), a Delaware corporation, that the undersigned is entitled to vote (the “Shares”) at the special meeting of stockholders of the Company to be held on [•], 2018 at 10:00 a.m. Local Time at the offices of Winston & Strawn LLP, 200 Park Avenue, New York, New York 10166, and at any adjournments and/or postponements thereof.
The undersigned acknowledges receipt of the enclosed proxy statement and revokes all prior proxies for said meeting.
THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER(S). IF NO SPECIFIC DIRECTION IS GIVEN AS TO THE PROPOSALS ON THE REVERSE SIDE, THIS PROXY WILL BE VOTED “FOR” PROPOSALS 1, 2, 3, 4, 5, 6, 7 and 8. PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY.
(Continued and to be marked, dated and signed on reverse side)
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on [•], 2018. This notice of Special Meeting and the accompanying Proxy Statement are available at: http://www.cstproxy.com/[•]/[•]
|
Please mark vote as indicated in this example x
INDUSTREA ACQUISITION CORP. — THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2, 3, 4, 5, 6, 7, and 8
1. | The Business Combination Proposal — To approve and adopt the Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 7, 2018, by and among the Company, Concrete Pumping Holdings Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Company (“Newco”), Concrete Pumping Holdings, Inc., a Delaware corporation (“CPH”), certain subsidiaries of Newco, and PGP Investors, LLC, solely in its capacity as the initial Holder Representative, a copy of which is attached to the proxy statement/prospectus as Annex A , and approve the transactions contemplated thereby (the “Business Combination”). |
FOR ¨ |
AGAINST ¨ |
ABSTAIN ¨ |
|||
2. | The Nasdaq Proposal — To approve, for puposes of complying with applicable Nasdaq listing rules, the issuance of more than 20% of the Company’s issued and outstanding common stock pursuant to the Business Combination; | ||||||
The Charter Proposals — To approve the following material differences between the proposed amended and restated certificate of incorporation of Newco (the “Newco Charter”) that will be in effect upon the closing of the Business Combination and the Company’s current amended and restated certificate of incorporation (the “Industrea Charter”): |
FOR ¨
FOR ¨ |
AGAINST ¨
AGAINST ¨ |
ABSTAIN ¨
ABSTAIN ¨ |
||||
3. | the name of the new public company will be Concrete Pumping Holdings, Inc. as opposed to “Industrea Acquisition Corp.”; |
FOR ¨ |
AGAINST ¨ |
ABSTAIN ¨ |
|||
4. | Newco will have 500,000,000 authorized shares of common stock and 10,000,000 authorized shares of preferred stock, as opposed to the Company having 220,000,000 authorized shares of common stock and 1,000,000 authorized shares of preferred stock; and | ||||||
5. | the Newco Charter will not include the various provisions applicable only to special purpose acquisition companies that the Industrea Charter contains (such as the obligation to dissolve and liquidate if a business combination is not consummated in a certain period of time). |
6. | The Director Election Proposal — To elect nine directors who, upon consummation of the Business Combination, will be the directors of Newco: | ||||||
Nominees: | |||||||
Class I (to serve until the 2019 annual meeting of stockholders or until their successors are duly elected and qualified, or until their earlier resignation, removal or death): | |||||||
Heather L. Faust | FOR ALL | WITHHOLD ALL | FOR ALL EXCEPT | ||||
David G. Hall | ¨ | ¨ | ¨ | ||||
Iain Humphries | |||||||
Class II (to serve until the 2020 annual meeting of stockholders or until their successors are duly elected and qualified, or until their earlier resignation, removal or death): | |||||||
Brian Hodges | FOR ALL | WITHHOLD ALL | FOR ALL EXCEPT | ||||
John M. Piecuch | ¨ | ¨ | ¨ | ||||
Howard D. Morgan | |||||||
Class III (to serve until the 2021 annual meeting of stockholders or until their successors are duly elected and qualified, or until their earlier resignation, removal or death): | |||||||
David A.B. Brown | FOR ALL | WITHHOLD ALL | FOR ALL EXCEPT | ||||
Tariq Osman | ¨ | ¨ | ¨ | ||||
Bruce Young | |||||||
7. | The Incentive Plan Proposal — To approve the Concrete Pumping Holdings, Inc. 2018 Omnibus Incentive Plan, which is an incentive compensation plan for employees, directors and consultants of Newco and its subsidiaries, including CPH, a copy of which is attached to the proxy statement/prospectus as Annex C . |
FOR ¨ |
AGAINST ¨ |
ABSTAIN ¨ |
|||
8. | The Adjournment Proposal — To approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposals or the Incentive Plan Proposal. This proposal will only be presented at the Special Meeting if there are not sufficient votes to approve the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposals or the Incentive Plan Proposal. |
FOR ¨ |
AGAINST ¨ |
ABSTAIN ¨ |
Dated:____________________________, 2018 | |
Signature | |
(Signature if held Jointly) | |
When Shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by the president or another authorized officer. If a partnership, please sign in partnership name by an authorized person. | |
The Shares represented by the proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder(s). If no direction is made, this proxy will be voted FOR each of Proposals 1, 2, 3, 4, 5, 6, 7 and 8. If any other matters properly come before the meeting, unless such authority is withheld on this proxy card, the Proxies will vote on such matters in their discretion. |