Concrete Pumping Holdings, Inc. (Nasdaq: BBCP) (the “Company” or
“CPH”), a leading provider of concrete pumping and waste management
services in the U.S. and U.K., reported financial results for its
first quarter of fiscal year 2021 ended January 31, 2021.
First Quarter Fiscal Year 2021 Summary
vs. First Quarter of Fiscal Year 2020 (where
applicable)
- Revenue was $70.4 million compared to $73.9 million.
- Gross margin was 42.4% compared to 43.5%.
- Net loss available to common shareholders was $12.8 million or
$(0.24) per diluted share, compared to a net loss attributable to
common shareholders of $3.2 million or $(0.06) per diluted share.
Net loss in 2021 included a $15.5 million loss on extinguishment of
debt related to the January 2021 refinancing.
- Adjusted EBITDA1 was $22.4 million compared to $23.8 million,
with adjusted EBITDA margin of 31.7% compared to 32.2%.
- Amounts outstanding under debt agreements was $382.7 million
with net debt2 of $380.4 million. Total available liquidity was
$118.4 million as of January 31, 2021 compared to $59.3 million as
of October 31, 2020.
Management Commentary
“Our first quarter performance continues to highlight our
business’ resilience and operational strength,” said Bruce Young,
CEO of Concrete Pumping Holdings. “We executed our plan of taking
market share in a large and growing, yet highly fragmented, market.
This is due to our scale, diversified regional exposure and highly
variable cost structure. Our strong relative financial performance
in the quarter was driven by the continuation of a healthy
residential construction market, as well as an acceleration in
infrastructure projects. We look forward to our commercial business
recovering in the second half of this year as measures taken to
move past the pandemic are more fully implemented.”
“During the quarter, we also leveraged our financial strength
and healthy capital markets to refinance our debt. The transaction
allowed us to improve our liquidity and lock in more favorable
interest rates for the next five years. By further strengthening
our balance sheet and reducing our cost of debt, we have enhanced
our ability to pursue strategic M&A and other accretive
investment opportunities and support our overall long-term growth
strategy, and we are making great progress on this front. We are
pleased with the continued support of our investors and remain
committed to executing our strategic priorities and maximizing
shareholder value throughout fiscal 2021 and beyond.”
First Quarter Fiscal Year 2021 Financial
Results
Revenue in the first quarter of fiscal year 2021 was $70.4
million compared to $73.9 million in the first quarter of fiscal
year 2020. The slight decrease was driven by lingering
COVID-19-related impacts across the Company’s U.K. and certain U.S.
markets.
Gross profit in the first quarter of fiscal year 2021 was $29.9
million compared to $32.1 million in the year-ago quarter. Gross
margin was 42.4% compared to 43.5% in the prior year quarter. The
decrease in gross margin was due to the lower revenue and the
timing of insurance expenses.
G&A expenses for the fiscal 2021 first quarter were $22.4
million, an improvement of $4.2 million from $26.6 million in the
fiscal 2020 first quarter. As a percent of revenue, G&A
expenses were 31.8% for the fiscal 2021 first quarter compared
to 36.0% in the fiscal 2020 first quarter. The decrease was
largely due to lower amortization of intangible assets expense of
$1.7 million and lower stock-based compensation expense of $0.8
million. The remaining decline was mostly driven by year-over-year
benefit from various cost-containment measures put in place as a
result of COVID-19. Excluding amortization of intangible assets and
stock-based compensation expense, G&A expenses were down $1.7
million year-over-year.
Net loss attributable to common shareholders in the first
quarter of fiscal year 2021 was $12.8 million or $(0.24) per
diluted share, compared to a net loss of $3.2 million or $(0.06)
per diluted share in the prior year quarter. The primary driver of
the higher net loss was a $15.5 million loss on extinguishment of
debt recorded in the fiscal 2021 first quarter due to the January
2021 refinancing.
Adjusted EBITDA in the first quarter of fiscal year 2021 was
$22.4 million compared with $23.8 million in the year-ago quarter.
Adjusted EBITDA margin was 31.7% compared to 32.2% in the year-ago
quarter, with the slight decline mainly due to the decline in
revenues given the impact of COVID-19.
Closing of Senior Secured Second
Lien Notes Offering and Upsizing of Asset
Based Lending Facility
On January 28, 2021, the Company (1) closed on a
private offering of $375.0 million in aggregate principal amount of
senior secured second lien notes due 2026, (2) amended and restated
its existing ABL Facility to provide up to $125.0 million
(previously $60.0 million) of commitments and (3) repaid all
outstanding indebtedness under the Company's then-existing term
loan agreement, dated December 6, 2018. The $15.5 million in
debt extinguishment costs incurred relate to the write-off of all
unamortized deferred debt issuance costs that were related to the
term loan. The Senior Notes and amended ABL Facility extended debt
maturities to February 1, 2026 and January 28, 2026,
respectively.
Liquidity
On January 31, 2021, the Company had debt outstanding of $382.7
million, net debt of $380.4 million and total available liquidity
of $118.4 million.
Segment Results
U.S. Concrete Pumping. Revenue
in the first quarter of fiscal 2021 was $52.3 million compared to
$55.1 million in the year-ago quarter. The decrease was driven by
COVID-19-related declines in certain markets, which offset modest
organic growth across other markets. Net loss in the first quarter
was $12.7 million compared to a net loss of $2.5 million in the
prior year quarter primarily due to debt extinguishment costs
discussed above. Adjusted EBITDA was $15.3 million compared to
$16.8 million in the year-ago quarter. The decline was primarily
due to the decline in revenue.
U.K. Operations. Revenue in the
first quarter of fiscal 2021 was $9.8 million compared to $10.7
million in the year-ago quarter. The decline was attributable to
the continued impacts of COVID-19 throughout the region. Net loss
in the first quarter improved to $0.5 million compared to a net
loss of $0.9 million in the prior year fourth quarter. Adjusted
EBITDA improved 5% to $2.7 million compared to $2.6 million in the
year-ago quarter. Cost-containment measures put in place due to the
pandemic drove the increase despite the revenue decline.
U.S. Concrete Waste Management Services.
Revenue in the first quarter of fiscal 2021 increased 2% to $8.4
million compared to $8.3 million in the year-ago quarter. The
increase was due to organic growth, pricing improvements and new
product offerings. Net income in the first quarter improved to $0.6
million from net income of $0.4 million in the prior year first
quarter. Adjusted EBITDA in the first fiscal quarter was relatively
flat at $3.7 million compared to $3.8 million over the year-ago
quarter.
Fiscal Year 2021 Outlook
The Company continues to expect fiscal year 2021 revenue to
range between $300.0 million to $310.0 million, Adjusted EBITDA to
range between $105.0 million to $110.0 million, and free cash flow3
to range between $47.5 million and $52.5 million. The midpoint of
the Company's free cash flow outlook implies a 14% yield to its
current market capitalization of approximately $350 million.
_______________
1 Adjusted EBITDA and Adjusted EBITDA margin are financial
measures that are not calculated in accordance with Generally
Accepted Accounting Principles in the United States (“GAAP”). See
“Non-GAAP Financial Measures” below for a discussion of the
definition of Adjusted EBITDA and a reconciliation to the most
comparable GAAP measure.2 Net debt is a non-GAAP financial measure.
See Non-GAAP Financial Measures below for a discussion of the
definition of net debt and a reconciliation to its most comparable
GAAP measure.3 Free cash flow is defined as Adjusted EBITDA less
net capital expenditures less cash paid for interest.
Conference Call
The Company will hold a conference call today at
5:00 p.m. Eastern time to discuss its first quarter 2021
results.
Date: Thursday, March 11, 2021Time: 5:00 p.m.
Eastern time (3:00 p.m. Mountain time)Toll-free dial-in number:
1-877-407-9039International dial-in number:
1-201-689-8470Conference ID: 13716974
Please call the conference telephone number 5-10
minutes prior to the start time. An operator will register your
name and organization. If you have any difficulty connecting with
the conference call, please contact Gateway Investor Relations at
1-949-574-3860.
The conference call will be broadcast live and
available for replay here and via the investor relations section of
the Company’s website at www.concretepumpingholdings.com.
A replay of the conference call will be available after 8:00
p.m. Eastern time on the same day through April 1, 2021.
Toll-free replay number: 1-844-512-2921International replay
number: 1-412-317-6671Replay ID: 13716974
About Concrete Pumping Holdings
Concrete Pumping Holdings is the leading
provider of concrete pumping services and concrete waste management
services in the fragmented U.S. and U.K. markets, primarily
operating under what we believe are the only established, national
brands in both geographies – Brundage-Bone for concrete pumping in
the U.S., Camfaud in the U.K., and Eco-Pan for waste management
services in both the U.S. and U.K. The Company’s large fleet of
specialized pumping equipment and trained operators position it to
deliver concrete placement solutions that facilitate labor cost
savings to customers, shorten concrete placement times, enhance
worksite safety and improve construction quality. Highly
complementary to its core concrete pumping service, Eco-Pan seeks
to provide a full-service, cost-effective, regulatory-compliant
solution to manage environmental issues caused by concrete washout.
As of October 31, 2020, the Company provided concrete pumping
services in the U.S. from a footprint of approximately 90 locations
across 22 states, concrete pumping services in the U.K. from 30
locations, and route-based concrete waste management services from
16 locations in the U.S. and 1 shared location in the U.K. For more
information, please visit www.concretepumpingholdings.com or the
Company’s brand websites at www.brundagebone.com,
www.camfaud.co.uk, or www.eco-pan.com.
Forward‐Looking
Statements
This press release includes “forward-looking
statements” within the meaning of the “safe harbor” provisions of
the Private Securities Litigation Reform Act of 1995. The Company’s
actual results may differ from expectations, estimates and
projections and consequently, you should not rely on these
forward-looking statements as predictions of future events. Words
such as “expect,” “estimate,” “project,” “budget,” “forecast,”
“anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,”
“believes,” “predicts,” “potential,” “continue,” “outlook” and
similar expressions are intended to identify such forward-looking
statements. These forward-looking statements include, without
limitation, the Company’s expectations with respect to future
performance, including the Company's fiscal year 2021 outlook.
These forward-looking statements involve significant risks and
uncertainties that could cause the actual results to differ
materially from the expected results. Most of these factors are
outside the Company’s control and are difficult to predict. Factors
that may cause such differences include, but are not limited to:
the impacts of the COVID-19 pandemic and related economic
conditions on the Company; the outcome of any legal proceedings or
demand letters that may be instituted against or sent to the
Company or its subsidiaries; the ability of the Company to grow and
manage growth profitably and retain its key employees; the ability
to realize the expected benefits from the acquisition of Capital
Pumping; changes in applicable laws or regulations; the possibility
that the Company may be adversely affected by other economic,
business, and/or competitive factors; and other risks and
uncertainties indicated from time to time in the Company’s filings
with the Securities and Exchange Commission, including the risk
factors in the Company's latest Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q. The Company cautions that the
foregoing list of factors is not exclusive. The Company cautions
readers not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. The Company does
not undertake or accept any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements
to reflect any change in its expectations or any change in events,
conditions or circumstances on which any such statement is
based.
Non-GAAP Financial Measures
Adjusted EBITDA is a financial measure that is
not calculated in accordance with Generally Accepted Accounting
Principles in the United States (“GAAP”). The Company believes that
this non-GAAP financial measure provides useful information to
management and investors regarding certain financial and business
trends relating to the Company’s financial condition and results of
operations. The Company’s management also uses this non-GAAP
financial measure to compare the Company’s performance to that of
prior periods for trend analyses, determining incentive
compensation and for budgeting and planning purposes. Adjusted
EBITDA is also used in quarterly and annual financial reports
prepared for the Company’s board of directors. The Company believes
that this non-GAAP measure provides an additional tool for
investors to use in evaluating the Company’s ongoing operating
results and in comparing the Company’s financial results with
competitors who also present similar non-GAAP financial
measures.
Adjusted EBITDA is defined as net income
calculated in accordance with GAAP plus interest expense, income
taxes, depreciation, amortization, transaction expenses, loss on
debt extinguishment, stock-based compensation, other income, net,
and other adjustments. Adjusted EBITDA is not pro forma for
acquisitions. Adjusted EBITDA margin is defined as Adjusted EBITDA
divided by total revenue for the period presented. See below for a
reconciliation of Adjusted EBITDA to net income (loss) calculated
in accordance with GAAP.
Net debt is calculated as all amounts
outstanding under debt agreements (currently this includes the
Company’s term loan and revolving line of credit balances,
excluding any offsets for capitalized deferred financing costs)
measured in accordance with GAAP less cash. Cash is subtracted from
the GAAP measure because it could be used to reduce the Company’s
debt obligations. A limitation associated with using net debt is
that it subtracts cash and therefore may imply that there is less
Company debt than the most comparable GAAP measure indicates. CPH
believes this non-GAAP measure provides useful information to
management and investors in order to monitor the Company’s leverage
and evaluate the Company’s consolidated balance sheet. See
“Non-GAAP Measures (Reconciliation of Net Debt)” below for a
reconciliation of Net Debt to amounts outstanding under debt
agreements calculated in accordance with GAAP.
Free cash flow is defined as Adjusted EBITDA
less net capital expenditures and cash paid for interest. This
measure is not a substitute for cash flow from operations and does
not represent the residual cash flow available for discretionary
expenditures, since certain non-discretionary expenditures, such as
debt servicing payments, are not deducted from the measure. CPH
believes this non-GAAP measure provides useful information to
management and investors in order to monitor and evaluate the cash
flow yield of the business.
The financial statement tables that accompany
this press release include a reconciliation of Adjusted EBITDA and
Net Debt to the applicable most comparable U.S. GAAP financial
measure. However, the Company has not reconciled the
forward-looking Adjusted EBITDA guidance range and free cash flow
range included in this press release to the most directly
comparable forward-looking GAAP measures because this cannot be
done without unreasonable effort due to the lack of predictability
regarding the various reconciling items such as provision for
income taxes and depreciation and
amortization.
Current and prospective investors should review
the Company’s audited annual and unaudited interim financial
statements, which are filed with the U.S. Securities and Exchange
Commission, and not rely on any single financial measure to
evaluate the Company’s business. Other companies may calculate
Adjusted EBITDA, net debt and free cash flow differently and
therefore these measures may not be directly comparable to
similarly titled measures of other companies.
As a result of the business combination between
our predecessor, Industrea Acquisition Corp., and the private
operating company formerly called Concrete Pumping Holdings, Inc.
(the “Business Combination”), the Company is the acquirer for
accounting purposes and CPH is the acquiree and accounting
predecessor. The Company’s financial statement presentation
distinguishes the Company’s presentations into two distinct
periods, the period up to the Business Combination closing date
(labeled “Predecessor”) and the period including and after that
date (labeled “Successor”). The Business Combination was accounted
for as a business combination using the acquisition method of
accounting, and the Successor financial statements reflect a new
basis of accounting that is based on the fair value of the net
assets acquired. As the underlying business and financial results
of the Successor and Predecessor entities are expected to be
largely consistent, excluding the impact on certain financial
statement line items that were impacted by the Business
Combination, management has combined the fiscal year 2019 results
of the Predecessor and Successor periods for comparability in
certain tables below. Accordingly, in addition to presenting our
results of operations as reported in our consolidated financial
statements in accordance with GAAP, the tables below present the
non-GAAP combined results for the fiscal year 2019.
Contact:
Company:Iain HumphriesChief Financial
Officer1-303-289-7497 |
Investor Relations:Gateway Investor RelationsCody
Slach1-949-574-3860BBCP@gatewayir.com |
Concrete Pumping
Holdings, Inc. |
Consolidated Balance
Sheets |
|
|
January 31, |
|
|
October 31, |
|
(in thousands, except per
share amounts) |
|
2021 |
|
|
2020 |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
2,273 |
|
|
$ |
6,736 |
|
Trade receivables, net |
|
|
39,179 |
|
|
|
44,343 |
|
Inventory |
|
|
4,715 |
|
|
|
4,630 |
|
Income taxes receivable |
|
|
1,427 |
|
|
|
1,602 |
|
Prepaid expenses and other current assets |
|
|
8,082 |
|
|
|
2,694 |
|
Total current assets |
|
|
55,676 |
|
|
|
60,005 |
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment,
net |
|
|
304,633 |
|
|
|
304,254 |
|
Intangible assets, net |
|
|
178,000 |
|
|
|
183,839 |
|
Goodwill |
|
|
224,776 |
|
|
|
223,154 |
|
Other non-current assets |
|
|
741 |
|
|
|
1,753 |
|
Deferred financing costs |
|
|
2,197 |
|
|
|
753 |
|
Total assets |
|
$ |
766,023 |
|
|
$ |
773,758 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Revolving loan |
|
$ |
7,687 |
|
|
$ |
1,741 |
|
Term loans, current portion |
|
|
- |
|
|
|
20,888 |
|
Current portion of capital lease obligations |
|
|
98 |
|
|
|
97 |
|
Accounts payable |
|
|
5,586 |
|
|
|
6,587 |
|
Accrued payroll and payroll expenses |
|
|
10,950 |
|
|
|
13,065 |
|
Accrued expenses and other current liabilities |
|
|
15,526 |
|
|
|
18,879 |
|
Income taxes payable |
|
|
465 |
|
|
|
1,055 |
|
Total current liabilities |
|
|
40,312 |
|
|
|
62,312 |
|
|
|
|
|
|
|
|
|
|
Long term debt, net of
discount for deferred financing costs |
|
|
368,040 |
|
|
|
343,906 |
|
Capital lease obligations,
less current portion |
|
|
356 |
|
|
|
380 |
|
Deferred income taxes |
|
|
65,621 |
|
|
|
68,019 |
|
Total liabilities |
|
|
474,329 |
|
|
|
474,617 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Zero-dividend convertible
perpetual preferred stock, $0.0001 par value, 2,450,980 shares
issued and outstanding as of January 31, 2021 and October 31,
2020 |
|
|
25,000 |
|
|
|
25,000 |
|
|
|
|
|
|
|
|
|
|
Stockholders' equity |
|
|
|
|
|
|
|
|
Common stock, $0.0001 par value, 500,000,000 shares authorized,
56,470,594 and 56,463,992 issued and outstanding as of January 31,
2021 and October 31, 2020, respectively |
|
|
6 |
|
|
|
6 |
|
Additional paid-in capital |
|
|
362,615 |
|
|
|
361,943 |
|
Treasury stock |
|
|
(461 |
) |
|
|
(131 |
) |
Accumulated other comprehensive income |
|
|
3,895 |
|
|
|
(606 |
) |
(Accumulated deficit) retained earnings |
|
|
(99,361 |
) |
|
|
(87,071 |
) |
Total stockholders' equity |
|
|
266,694 |
|
|
|
274,141 |
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders' equity |
|
$ |
766,023 |
|
|
$ |
773,758 |
|
Concrete Pumping
Holdings, Inc. |
Consolidated
Statements of Operations |
|
|
Three Months Ended |
|
(in thousands, except share
and per share amounts) |
|
January 31, 2021 |
|
|
January 31, 2020 |
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
70,421 |
|
|
$ |
73,939 |
|
Cost of operations |
|
|
40,558 |
|
|
|
41,791 |
|
Gross profit |
|
|
29,863 |
|
|
|
32,148 |
|
Gross margin |
|
|
42.4 |
% |
|
|
43.5 |
% |
|
|
|
|
|
|
|
|
|
General and administrative
expenses |
|
|
22,388 |
|
|
|
26,607 |
|
Transaction costs |
|
|
29 |
|
|
|
- |
|
Income from operations |
|
|
7,446 |
|
|
|
5,541 |
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
(6,900 |
) |
|
|
(9,503 |
) |
Loss on extinguishment of
debt |
|
|
(15,510 |
) |
|
|
- |
|
Other income, net |
|
|
26 |
|
|
|
69 |
|
Loss before income taxes |
|
|
(14,938 |
) |
|
|
(3,893 |
) |
|
|
|
|
|
|
|
|
|
Income tax benefit |
|
|
(2,648 |
) |
|
|
(1,147 |
) |
Net loss |
|
|
(12,290 |
) |
|
|
(2,746 |
) |
|
|
|
|
|
|
|
|
|
Less preferred shares
dividends |
|
|
(507 |
) |
|
|
(473 |
) |
Less undistributed earnings
allocated to preferred shares |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Net loss available to common shareholders |
|
$ |
(12,797 |
) |
|
$ |
(3,219 |
) |
|
|
|
|
|
|
|
|
|
Weighted average common shares
outstanding |
|
|
|
|
|
|
|
|
Basic |
|
|
53,146,103 |
|
|
|
52,629,214 |
|
Diluted |
|
|
53,146,103 |
|
|
|
52,629,214 |
|
|
|
|
|
|
|
|
|
|
Net (loss) income per common
share |
|
|
|
|
|
|
|
|
Basic |
|
$ |
(0.24 |
) |
|
$ |
(0.06 |
) |
Diluted |
|
$ |
(0.24 |
) |
|
$ |
(0.06 |
) |
Concrete Pumping
Holdings, Inc. |
Consolidated
Statements of Cash Flows |
|
|
Three Months Ended |
|
(in thousands, except per
share amounts) |
|
January 31, 2021 |
|
|
January 31, 2020 |
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(12,290 |
) |
|
$ |
(2,746 |
) |
Adjustments to reconcile net
income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation |
|
|
6,925 |
|
|
|
6,492 |
|
Deferred income taxes |
|
|
(2,855 |
) |
|
|
(645 |
) |
Amortization of deferred financing costs |
|
|
961 |
|
|
|
1,044 |
|
Amortization of debt premium |
|
|
- |
|
|
|
- |
|
Amortization of intangible assets |
|
|
6,913 |
|
|
|
8,593 |
|
Stock-based compensation expense |
|
|
672 |
|
|
|
1,467 |
|
Loss on extinguishment of debt |
|
|
15,510 |
|
|
|
- |
|
Net (loss) gain on the sale of property, plant and equipment |
|
|
(593 |
) |
|
|
(281 |
) |
Payment of contingent consideration in excess of amounts
established in purchase accounting |
|
|
- |
|
|
|
(537 |
) |
Net changes in operating assets and liabilities (net of
acquisitions): |
|
|
- |
|
|
|
- |
|
Trade receivables, net |
|
|
5,656 |
|
|
|
5,207 |
|
Inventory |
|
|
(10 |
) |
|
|
(549 |
) |
Prepaid expenses and other current assets |
|
|
(4,287 |
) |
|
|
(5,771 |
) |
Income taxes payable, net |
|
|
(512 |
) |
|
|
(558 |
) |
Accounts payable |
|
|
(1,157 |
) |
|
|
393 |
|
Accrued payroll, accrued expenses and other current
liabilities |
|
|
(2,353 |
) |
|
|
(10,295 |
) |
Net cash provided by operating activities |
|
|
12,580 |
|
|
|
1,814 |
|
|
|
|
|
|
|
|
|
|
Cash flows from investing
activities: |
|
|
|
|
|
|
|
|
Purchases of property, plant and equipment |
|
|
(9,434 |
) |
|
|
(17,410 |
) |
Proceeds from sale of property, plant and equipment |
|
|
1,894 |
|
|
|
1,718 |
|
Net cash used in investing activities |
|
|
(7,540 |
) |
|
|
(15,692 |
) |
|
|
|
|
|
|
|
|
|
Cash flows from financing
activities: |
|
|
|
|
|
|
|
|
Proceeds on long term debt |
|
|
375,000 |
|
|
|
- |
|
Payments on long term debt |
|
|
(381,206 |
) |
|
|
(5,222 |
) |
Proceeds on revolving loan |
|
|
80,945 |
|
|
|
84,460 |
|
Payments on revolving loan |
|
|
(75,122 |
) |
|
|
(69,748 |
) |
Payment of debt issuance costs |
|
|
(8,464 |
) |
|
|
- |
|
Payments on capital lease obligations |
|
|
(23 |
) |
|
|
(22 |
) |
Purchase of treasury stock |
|
|
(330 |
) |
|
|
(131 |
) |
Payment of contingent consideration established in purchase
accounting |
|
|
- |
|
|
|
(1,183 |
) |
Net cash provided by (used in) financing
activities |
|
|
(9,200 |
) |
|
|
8,154 |
|
Effect of foreign currency
exchange rate on cash |
|
|
(304 |
) |
|
|
887 |
|
Net decrease in cash and cash equivalents |
|
|
(4,464 |
) |
|
|
(4,837 |
) |
Cash and cash
equivalents: |
|
|
|
|
|
|
|
|
Beginning of period |
|
|
6,736 |
|
|
|
7,473 |
|
End of period |
|
$ |
2,272 |
|
|
$ |
2,636 |
|
Concrete Pumping
Holdings, Inc. |
Segment
Revenue |
|
|
Three Months Ended |
|
|
Change |
|
(in thousands) |
|
January 31, 2021 |
|
|
January 31, 2020 |
|
|
$ |
|
|
% |
|
U.S. Concrete Pumping |
|
$ |
52,316 |
|
|
$ |
55,105 |
|
|
$ |
(2,789 |
) |
|
|
-5.1 |
% |
U.K. Operations |
|
|
9,780 |
|
|
|
10,685 |
|
|
|
(905 |
) |
|
|
-8.5 |
% |
U.S. Concrete Waste Management
Services |
|
|
8,422 |
|
|
|
8,283 |
|
|
|
139 |
|
|
|
1.7 |
% |
Corporate |
|
|
625 |
|
|
|
625 |
|
|
|
- |
|
|
|
0.0 |
% |
Intersegment |
|
|
(722 |
) |
|
|
(759 |
) |
|
|
37 |
|
|
|
-4.9 |
% |
|
|
$ |
70,421 |
|
|
$ |
73,939 |
|
|
$ |
(3,518 |
) |
|
|
-4.8 |
% |
Concrete Pumping
Holdings, Inc. |
Segment Adjusted
EBITDA and Net Income (Loss) |
|
|
Net Income (Loss) |
|
|
Adjusted EBITDA |
|
|
|
Three Months Ended |
|
|
Three Months Ended |
|
|
|
|
|
|
|
|
|
(in thousands, except
percentages) |
|
January 31, 2021 |
|
|
January 31, 2020 |
|
|
January 31, 2021 |
|
|
January 31, 2020 |
|
|
$ Change |
|
|
% Change |
|
U.S. Concrete Pumping |
|
$ |
(12,676 |
) |
|
$ |
(2,487 |
) |
|
$ |
15,287 |
|
|
$ |
16,847 |
|
|
$ |
(1,560 |
) |
|
|
-9.3 |
% |
U.K. Operations |
|
|
(532 |
) |
|
|
(893 |
) |
|
|
2,746 |
|
|
|
2,612 |
|
|
|
134 |
|
|
|
5.1 |
% |
U.S. Concrete Waste Management
Services |
|
|
616 |
|
|
|
366 |
|
|
|
3,700 |
|
|
|
3,750 |
|
|
|
(50 |
) |
|
|
-1.3 |
% |
Corporate |
|
|
302 |
|
|
|
268 |
|
|
|
625 |
|
|
|
625 |
|
|
|
- |
|
|
|
0.0 |
% |
|
|
$ |
(12,290 |
) |
|
$ |
(2,746 |
) |
|
$ |
22,358 |
|
|
$ |
23,834 |
|
|
$ |
(1,476 |
) |
|
|
-6.2 |
% |
Concrete Pumping
Holdings, Inc. |
Quarterly Financial
Performance |
(dollars in millions) |
|
Revenue |
|
|
Net Income (loss) |
|
|
Adjusted
EBITDA1 |
|
|
Capital Expenditures |
|
|
Adjusted EBITDA less
Capital Expenditures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q1 2017 |
|
$ |
46 |
|
|
$ |
(6 |
) |
|
$ |
14 |
|
|
$ |
4 |
|
|
$ |
9 |
|
Q2 2017 |
|
$ |
51 |
|
|
$ |
3 |
|
|
$ |
16 |
|
|
$ |
3 |
|
|
$ |
13 |
|
Q3 2017 |
|
$ |
55 |
|
|
$ |
4 |
|
|
$ |
18 |
|
|
$ |
1 |
|
|
$ |
18 |
|
Q4 2017 |
|
$ |
60 |
|
|
$ |
1 |
|
|
$ |
20 |
|
|
$ |
14 |
|
|
$ |
6 |
|
Q1 2018 |
|
$ |
53 |
|
|
$ |
18 |
|
|
$ |
16 |
|
|
$ |
7 |
|
|
$ |
9 |
|
Q2 2018 |
|
$ |
56 |
|
|
$ |
5 |
|
|
$ |
18 |
|
|
$ |
1 |
|
|
$ |
17 |
|
Q3 2018 |
|
$ |
66 |
|
|
$ |
5 |
|
|
$ |
22 |
|
|
$ |
11 |
|
|
$ |
11 |
|
Q4 2018 |
|
$ |
68 |
|
|
$ |
1 |
|
|
$ |
22 |
|
|
$ |
9 |
|
|
$ |
13 |
|
Q1 2019 |
|
$ |
58 |
|
|
$ |
(26 |
) |
|
$ |
17 |
|
|
$ |
11 |
|
|
$ |
6 |
|
Q2 2019 |
|
$ |
62 |
|
|
$ |
(10 |
) |
|
$ |
18 |
|
|
$ |
13 |
|
|
$ |
5 |
|
Q3 2019 |
|
$ |
79 |
|
|
$ |
3 |
|
|
$ |
31 |
|
|
$ |
4 |
|
|
$ |
27 |
|
Q4 2019 |
|
$ |
84 |
|
|
$ |
1 |
|
|
$ |
30 |
|
|
$ |
5 |
|
|
$ |
25 |
|
Q1 2020 |
|
$ |
74 |
|
|
$ |
(3 |
) |
|
$ |
24 |
|
|
$ |
20 |
|
|
$ |
4 |
|
Q2 2020 |
|
$ |
74 |
|
|
$ |
(59 |
) |
|
$ |
24 |
|
|
$ |
4 |
|
|
$ |
20 |
|
Q3 2020 |
|
$ |
77 |
|
|
$ |
3 |
|
|
$ |
30 |
|
|
$ |
6 |
|
|
$ |
24 |
|
Q4 2020 |
|
$ |
79 |
|
|
$ |
(2 |
) |
|
$ |
30 |
|
|
$ |
6 |
|
|
$ |
24 |
|
Q1 2021 |
|
$ |
70 |
|
|
$ |
(12 |
) |
|
$ |
22 |
|
|
$ |
8 |
|
|
$ |
15 |
|
¹ Adjusted EBITDA is a financial measure that is not calculated
in accordance with Generally Accepted Accounting Principles in the
United States (“GAAP”). See “Non-GAAP Financial Measures” below for
a discussion of the definition of this measure and reconciliation
of such measure to its most comparable GAAP measure.
Concrete Pumping
Holdings, Inc. |
Reconciliation of Net
Income (Loss) to Reported EBITDA to Adjusted EBITDA |
|
|
Predecessor |
|
(dollars in thousands) |
|
Q1 2017 |
|
|
Q2 2017 |
|
|
Q3 2017 |
|
|
Q4 2017 |
|
|
Q1 2018 |
|
|
Q2 2018 |
|
|
Q3 2018 |
|
|
Q4 2018 |
|
|
November 1,
2018throughDecember
5,2018 |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(6,296 |
) |
|
$ |
2,556 |
|
|
$ |
3,923 |
|
|
$ |
730 |
|
|
$ |
17,558 |
|
|
$ |
4,610 |
|
|
$ |
4,825 |
|
|
$ |
1,389 |
|
|
$ |
(22,575 |
) |
Interest expense, net |
|
|
6,386 |
|
|
|
6,095 |
|
|
|
5,456 |
|
|
|
4,811 |
|
|
|
5,087 |
|
|
|
5,126 |
|
|
|
5,477 |
|
|
|
5,735 |
|
|
|
1,644 |
|
Income tax expense
(benefit) |
|
|
646 |
|
|
|
592 |
|
|
|
1,822 |
|
|
|
697 |
|
|
|
(13,544 |
) |
|
|
1,211 |
|
|
|
1,701 |
|
|
|
848 |
|
|
|
(4,192 |
) |
Depreciation and
amortization |
|
|
6,229 |
|
|
|
5,919 |
|
|
|
6,390 |
|
|
|
8,616 |
|
|
|
6,110 |
|
|
|
6,293 |
|
|
|
6,150 |
|
|
|
7,070 |
|
|
|
2,713 |
|
EBITDA |
|
|
6,965 |
|
|
|
15,162 |
|
|
|
17,591 |
|
|
|
14,854 |
|
|
|
15,211 |
|
|
|
17,240 |
|
|
|
18,153 |
|
|
|
15,042 |
|
|
|
(22,410 |
) |
Transaction expenses |
|
|
5,304 |
|
|
|
- |
|
|
|
(465 |
) |
|
|
(349 |
) |
|
|
8 |
|
|
|
1,117 |
|
|
|
1,395 |
|
|
|
5,070 |
|
|
|
14,167 |
|
Loss on debt
extinguishment |
|
|
- |
|
|
|
213 |
|
|
|
279 |
|
|
|
4,669 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
16,395 |
|
Stock based compensation |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
93 |
|
|
|
94 |
|
|
|
94 |
|
|
|
- |
|
|
|
- |
|
Other expense (income) |
|
|
(39 |
) |
|
|
(32 |
) |
|
|
(19 |
) |
|
|
(84 |
) |
|
|
(12 |
) |
|
|
(8 |
) |
|
|
(14 |
) |
|
|
(21 |
) |
|
|
(6 |
) |
Goodwill and intangibles
impairment |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Other adjustments |
|
|
1,172 |
|
|
|
1,108 |
|
|
|
1,051 |
|
|
|
985 |
|
|
|
1,324 |
|
|
|
(471 |
) |
|
|
2,674 |
|
|
|
2,161 |
|
|
|
1,442 |
|
Adjusted EBITDA |
|
$ |
13,402 |
|
|
$ |
16,451 |
|
|
$ |
18,437 |
|
|
$ |
20,075 |
|
|
$ |
16,624 |
|
|
$ |
17,972 |
|
|
$ |
22,302 |
|
|
$ |
22,252 |
|
|
$ |
9,588 |
|
|
|
Successor |
|
|
S&P Combined
(non-GAAP) |
|
|
Successor |
|
(dollars in thousands) |
|
December 6,
2018throughOctober
31,2019 |
|
|
Q1 2019 |
|
|
Q2 2019 |
|
|
Q3 2019 |
|
|
Q4 2019 |
|
|
Q1 2020 |
|
|
Q2 2020 |
|
|
Q3 2020 |
|
|
Q4 2020 |
|
|
Q1 2021 |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(9,912 |
) |
|
$ |
(26,205 |
) |
|
$ |
(9,645 |
) |
|
$ |
2,762 |
|
|
$ |
601 |
|
|
$ |
(2,746 |
) |
|
$ |
(58,968 |
) |
|
$ |
2,981 |
|
|
$ |
(2,257 |
) |
|
$ |
(12,290 |
) |
Interest expense, net |
|
|
34,880 |
|
|
|
7,236 |
|
|
|
9,318 |
|
|
|
9,843 |
|
|
|
10,127 |
|
|
|
9,503 |
|
|
|
8,765 |
|
|
|
8,364 |
|
|
|
7,777 |
|
|
|
6,900 |
|
Income tax expense
(benefit) |
|
|
(3,303 |
) |
|
|
(6,957 |
) |
|
|
1,572 |
|
|
|
(1,922 |
) |
|
|
(188 |
) |
|
|
(1,147 |
) |
|
|
(2,221 |
) |
|
|
(462 |
) |
|
|
(1,147 |
) |
|
|
(2,648 |
) |
Depreciation and
amortization |
|
|
52,652 |
|
|
|
11,087 |
|
|
|
12,132 |
|
|
|
16,477 |
|
|
|
15,669 |
|
|
|
15,085 |
|
|
|
15,076 |
|
|
|
14,665 |
|
|
|
16,827 |
|
|
|
13,838 |
|
EBITDA |
|
|
74,317 |
|
|
|
(14,839 |
) |
|
|
13,377 |
|
|
|
27,160 |
|
|
|
26,209 |
|
|
|
20,695 |
|
|
|
(37,348 |
) |
|
|
25,548 |
|
|
|
21,200 |
|
|
|
5,800 |
|
Transaction expenses |
|
|
1,521 |
|
|
|
14,167 |
|
|
|
1,282 |
|
|
|
176 |
|
|
|
63 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
29 |
|
Loss on debt
extinguishment |
|
|
- |
|
|
|
16,395 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
15,510 |
|
Stock based compensation |
|
|
3,619 |
|
|
|
- |
|
|
|
361 |
|
|
|
1,625 |
|
|
|
1,633 |
|
|
|
1,467 |
|
|
|
1,383 |
|
|
|
1,357 |
|
|
|
7,247 |
|
|
|
672 |
|
Other expense (income) |
|
|
(47 |
) |
|
|
(17 |
) |
|
|
(20 |
) |
|
|
(28 |
) |
|
|
12 |
|
|
|
(69 |
) |
|
|
(33 |
) |
|
|
(36 |
) |
|
|
(31 |
) |
|
|
(26 |
) |
Goodwill and intangibles
impairment |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
57,944 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Other adjustments |
|
|
6,496 |
|
|
|
1,442 |
|
|
|
3,234 |
|
|
|
1,627 |
|
|
|
1,635 |
|
|
|
1,741 |
|
|
|
1,569 |
|
|
|
3,169 |
|
|
|
1,498 |
|
|
|
373 |
|
Adjusted EBITDA |
|
$ |
85,906 |
|
|
$ |
17,148 |
|
|
$ |
18,234 |
|
|
$ |
30,560 |
|
|
$ |
29,552 |
|
|
$ |
23,834 |
|
|
$ |
23,515 |
|
|
$ |
30,038 |
|
|
$ |
29,914 |
|
|
$ |
22,358 |
|
Concrete Pumping
Holdings, Inc. |
Reconciliation of Net
Income (Loss) to Reported EBITDA to Adjusted EBITDA |
|
|
Three Months Ended |
|
(dollars in thousands) |
|
January 31, 2021 |
|
|
January 31, 2020 |
|
Consolidated |
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(12,290 |
) |
|
$ |
(2,746 |
) |
Interest expense, net |
|
|
6,900 |
|
|
|
9,503 |
|
Income tax expense
(benefit) |
|
|
(2,648 |
) |
|
|
(1,147 |
) |
Depreciation and
amortization |
|
|
13,838 |
|
|
|
15,085 |
|
EBITDA |
|
|
5,800 |
|
|
|
20,695 |
|
Transaction expenses |
|
|
29 |
|
|
|
- |
|
Loss on debt
extinguishment |
|
|
15,510 |
|
|
|
- |
|
Stock based compensation |
|
|
672 |
|
|
|
1,467 |
|
Other expense (income) |
|
|
(26 |
) |
|
|
(69 |
) |
Other adjustments |
|
|
373 |
|
|
|
1,741 |
|
Adjusted EBITDA |
|
$ |
22,358 |
|
|
$ |
23,834 |
|
|
|
|
|
|
|
|
|
|
U.S. Concrete
Pumping |
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(12,676 |
) |
|
$ |
(2,487 |
) |
Interest expense, net |
|
|
6,123 |
|
|
|
8,732 |
|
Income tax expense
(benefit) |
|
|
(2,822 |
) |
|
|
(1,387 |
) |
Depreciation and
amortization |
|
|
9,271 |
|
|
|
10,004 |
|
EBITDA |
|
|
(104 |
) |
|
|
14,862 |
|
Transaction expenses |
|
|
29 |
|
|
|
- |
|
Loss on debt
extinguishment |
|
|
15,510 |
|
|
|
- |
|
Stock based compensation |
|
|
672 |
|
|
|
1,467 |
|
Other expense (income) |
|
|
(12 |
) |
|
|
(10 |
) |
Other adjustments |
|
|
(808 |
) |
|
|
528 |
|
Adjusted EBITDA |
|
$ |
15,287 |
|
|
$ |
16,847 |
|
|
|
|
|
|
|
|
|
|
U.K.
Operations |
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(532 |
) |
|
$ |
(893 |
) |
Interest expense, net |
|
|
777 |
|
|
|
771 |
|
Income tax expense
(benefit) |
|
|
(177 |
) |
|
|
(115 |
) |
Depreciation and
amortization |
|
|
2,011 |
|
|
|
2,195 |
|
EBITDA |
|
|
2,079 |
|
|
|
1,958 |
|
Transaction expenses |
|
|
- |
|
|
|
- |
|
Loss on debt
extinguishment |
|
|
- |
|
|
|
- |
|
Stock based compensation |
|
|
- |
|
|
|
- |
|
Other expense (income) |
|
|
(14 |
) |
|
|
(59 |
) |
Other adjustments |
|
|
681 |
|
|
|
713 |
|
Adjusted EBITDA |
|
$ |
2,746 |
|
|
$ |
2,612 |
|
|
|
|
|
|
|
|
|
|
U.S. Concrete Waste
Management Services |
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
616 |
|
|
$ |
366 |
|
Interest expense, net |
|
|
- |
|
|
|
- |
|
Income tax expense
(benefit) |
|
|
236 |
|
|
|
205 |
|
Depreciation and
amortization |
|
|
2,348 |
|
|
|
2,679 |
|
EBITDA |
|
|
3,200 |
|
|
|
3,250 |
|
Transaction expenses |
|
|
- |
|
|
|
- |
|
Loss on debt
extinguishment |
|
|
- |
|
|
|
- |
|
Stock based compensation |
|
|
- |
|
|
|
- |
|
Other expense (income) |
|
|
- |
|
|
|
- |
|
Other adjustments |
|
|
500 |
|
|
|
500 |
|
Adjusted EBITDA |
|
$ |
3,700 |
|
|
$ |
3,750 |
|
|
|
|
|
|
|
|
|
|
Corporate |
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
302 |
|
|
$ |
268 |
|
Interest expense, net |
|
|
- |
|
|
|
- |
|
Income tax expense
(benefit) |
|
|
115 |
|
|
|
150 |
|
Depreciation and
amortization |
|
|
208 |
|
|
|
207 |
|
EBITDA |
|
|
625 |
|
|
|
625 |
|
Transaction expenses |
|
|
- |
|
|
|
- |
|
Loss on debt
extinguishment |
|
|
- |
|
|
|
- |
|
Stock based compensation |
|
|
- |
|
|
|
- |
|
Other expense (income) |
|
|
- |
|
|
|
- |
|
Other adjustments |
|
|
- |
|
|
|
- |
|
Adjusted EBITDA |
|
$ |
625 |
|
|
$ |
625 |
|
Concrete Pumping
Holdings, Inc. |
Reconciliation of Net
Debt |
|
|
January 31, |
|
|
April 30, |
|
|
July 31, |
|
|
October 31, |
|
|
January 31, |
|
|
Change in Net |
|
(in thousands) |
|
2020 |
|
|
2020 |
|
|
2020 |
|
|
2020 |
|
|
2021 |
|
|
Debt Q4'20 to Q1'21 |
|
Term loan outstanding |
|
|
396,871 |
|
|
|
391,650 |
|
|
|
386,427 |
|
|
|
381,205 |
|
|
|
- |
|
|
|
(381,205 |
) |
Senior Notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
375,000 |
|
|
|
375,000 |
|
Revolving loan draws
outstanding |
|
|
38,661 |
|
|
|
39,211 |
|
|
|
12,990 |
|
|
|
1,741 |
|
|
|
7,687 |
|
|
|
5,946 |
|
Less: Cash |
|
|
(2,636 |
) |
|
|
(18,048 |
) |
|
|
(4,131 |
) |
|
|
(6,736 |
) |
|
|
(2,273 |
) |
|
|
4,463 |
|
Net debt |
|
|
432,896 |
|
|
|
412,813 |
|
|
|
395,286 |
|
|
|
376,210 |
|
|
|
380,414 |
|
|
|
4,204 |
|
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