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Concrete Pumping Holdings Reports Strong Second Quarter Fiscal Year 2021 Results
المصدر: Nasdaq GlobeNewswire / 14 يونيو 2021 16:05:01 America/New_York
DENVER, June 14, 2021 (GLOBE NEWSWIRE) -- 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 second quarter of fiscal year 2021 ended April 30, 2021.
Second Quarter Fiscal Year 2021 Summary vs. Second Quarter of Fiscal Year 2020 (where applicable)
- Revenue increased 4% to $76.9 million compared to $74.0 million.
- Gross margin increased 30 basis points to 43.3% compared to 43.0%.
- Net loss attributable to common shareholders improved significantly to $11.4 million or $(0.21) per diluted share, compared to a net loss attributable to common shareholders of $56.2 million or $(1.06) per diluted share.
- The second quarter of 2021 included a $11.5 million non-cash loss on the revaluation of warrant liabilities compared to a $3.3 million non-cash gain in the same period of fiscal 2020.
- The second quarter of 2020 included a $57.9 million non-cash goodwill and intangibles impairment charge due to the COVID-19 impact depressing the Company’s market capitalization.
- Adjusted EBITDA1 increased 7% to $25.0 million compared to $23.5 million, with adjusted EBITDA margin increasing 80 basis points to 32.6% compared to 31.8%.
- Amounts outstanding under debt agreements was $376.1 million with net debt1 of $362.4 million. Total available liquidity increased to $134.9 million as of April 30, 2021 compared to $118.4 million as of January 31, 2021.
Management Commentary
“Our second quarter continued to highlight the resilience of our business, the flexibility of our projects and the profitability of our model,” said Bruce Young, CEO of Concrete Pumping Holdings. “We experienced a record-setting cold weather event in our South and Central regional markets, yet we delivered a quarter that met our internal expectations. This included continued growth in our market share, strength in residential and infrastructure projects, and recovery in our commercial work. We also continued to demonstrate our strong financial profile with approximately $29 million in year-to-date free cash flow1 that contributed to us improving total available liquidity to $134.9 million. Given our execution to date, we remain in a strong position to execute upon our strategic priorities and financial outlook in 2021.”
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1 Adjusted EBITDA, Adjusted EBITDA margin, net debt and free cash flow 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 definitions of these non-GAAP financial measures and a reconciliation to their most comparable GAAP measures.Second Quarter Fiscal Year 2021 Financial Results
Revenue in the second quarter of fiscal year 2021 increased 4% to $76.9 million compared to $74.0 million in the second quarter of fiscal year 2020. The increase was driven by increased revenue from the Company’s U.K. Operations and its U.S. Concrete Waste Management business.
Gross profit in the second quarter of fiscal year 2021 increased 5% to $33.3 million compared to $31.9 million in the year-ago quarter. Gross margin improved to 43.3% compared to 43.0% in the prior year quarter.
G&A expenses for the fiscal 2021 second quarter were $26.5 million compared to $26.4 million in the fiscal 2020 second quarter. As a percent of revenue, G&A expenses were 34.4% for the fiscal 2021 second quarter compared to 35.6% in the fiscal 2020 second quarter. Excluding amortization of intangible assets and stock-based compensation expense, G&A expenses were down $0.3 million year-over-year to $16.2 million (21.1% of revenue) from $16.4 million (22.2% of revenue).
Net loss attributable to common shareholders improved significantly to $11.4 million or $(0.21) per diluted share, compared to a net loss attributable to common shareholders of $56.2 million or $(1.06) per diluted share. As previously disclosed, the Company recently determined that its outstanding warrants should be accounted for as liabilities and recorded at fair value on the date of the transaction and subsequently re-measured to fair value at each reporting date. For the three months ended April 30, 2021 and 2020, the Company recognized a non-cash loss of $11.5 million and a non-cash gain of $3.3 million, respectively, associated with the change in fair value of warrant liabilities.
Excluding the after-tax impact from the $57.9 million goodwill and intangibles impairment charge in the second quarter of fiscal 2020 and the non-cash gains or losses from the revaluation of warrant liabilities during both years, net income to common shareholders for the second quarter of 2021 was $0.1 million or $0.00 per diluted share versus net loss to common shareholders of $3.9 million or $(0.08) per diluted share.
Adjusted EBITDA in the second quarter of fiscal year 2021 increased 7% to $25.0 million compared to $23.5 million in the year-ago quarter. Adjusted EBITDA margin increased to 32.6% compared to 31.8% in the year-ago quarter, with the improvement mainly due to the increase in revenues.
Liquidity
On April 30, 2021, the Company had debt outstanding of $376.1 million, net debt of $362.4 million and total available liquidity of $134.9 million.
Segment Results
U.S. Concrete Pumping. Revenue in the second quarter of fiscal 2021 was $56.2 million compared to $57.5 million in the year-ago quarter. The decrease was primarily driven by severe weather conditions in Texas. Net loss in the second quarter improved to $0.9 million compared to a net loss of $44.3 million in the prior year quarter, which included the aforementioned goodwill impairment. Adjusted EBITDA was flat at $16.3 million compared to the year-ago quarter.
U.K. Operations. Revenue in the second quarter of fiscal 2021 increased 41% to $11.9 million compared to $8.4 million in the year-ago quarter. The increase was attributable to the region’s recovery from the impacts of COVID-19. Net income in the second quarter improved to $0.4 million compared to a net loss of $16.0 million in the prior year second quarter, which included the goodwill impairment. Adjusted EBITDA improved 64% to $4.1 million compared to $2.5 million in the year-ago quarter.
U.S. Concrete Waste Management Services. Revenue in the second quarter of fiscal 2021 increased 8% to $9.0 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 second quarter was $0.8 million compared to $0.9 million in the prior year second quarter. Adjusted EBITDA was $4.0 million compared to $4.1 million in 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 flow to range between $47.5 million and $52.5 million. The midpoint of the Company's free cash flow outlook implies an 11% yield to its current market capitalization of approximately $470 million.
Conference Call
The Company will hold a conference call today at 5:00 p.m. Eastern time to discuss its second quarter 2021 results.
Date: Monday, June 14, 2021
Time: 5:00 p.m. Eastern time (3:00 p.m. Mountain time)
Toll-free dial-in number: 1-877-407-9039
International dial-in number: 1-201-689-8470
Conference ID: 13719885Please 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 July 5, 2021.
Toll-free replay number: 1-844-512-2921
International replay number: 1-412-317-6671
Replay ID: 13719885About 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 April 30, 2021, the Company provided concrete pumping services in the U.S. from a footprint of approximately 90 locations across 22 states, concrete pumping services in the U.K. from approximately 30 locations, and route-based concrete waste management services from 16 locations in the U.S. and 1 shared location in the U.K. For more information, please visit 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 on the Company related to the recent accounting restatement, material weakness in internal control over financial reporting and the assessment of complex accounting issues, as disclosed in the Company's From 10-K/A filed with the Securities and Exchange Commission (the "SEC") on June 11, 2021 (The "Amended 10-K"); 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 complete targeted acquisitions and realize the expected benefits from recent acquisitions; 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, the Amended 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, net debt and free cash flow 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 Humphries
Chief Financial Officer
1-303-289-7497Investor Relations:
Gateway Investor Relations
Cody Slach
1-949-574-3860
BBCP@gatewayir.comConcrete Pumping Holdings, Inc.
Consolidated Balance SheetsApril 30, October 31, (in thousands, except per share amounts) 2021 2020 ASSETS Current assets: Cash and cash equivalents $ 13,714 $ 6,736 Trade receivables, net 41,800 44,343 Inventory 4,555 4,630 Income taxes receivable 352 1,602 Prepaid expenses and other current assets 7,204 2,694 Total current assets 67,625 60,005 Property, plant and equipment, net 304,865 304,254 Intangible assets, net 171,213 183,839 Goodwill 225,012 223,154 Other non-current assets 712 1,753 Deferred financing costs 2,088 753 Total assets $ 771,515 $ 773,758 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Revolving loan $ 1,087 $ 1,741 Term loans, current portion - 20,888 Current portion of capital lease obligations 100 97 Accounts payable 6,622 6,587 Accrued payroll and payroll expenses 10,838 13,065 Accrued expenses and other current liabilities 21,618 18,879 Income taxes payable 601 1,055 Total current liabilities 40,866 62,312 Long term debt, net of discount for deferred financing costs 368,388 343,906 Capital lease obligations, less current portion 330 380 Deferred income taxes 65,618 68,019 Warrant liabilities 18,485 7,031 Total liabilities 493,687 481,648 Zero-dividend convertible perpetual preferred stock, $0.0001 par value, 2,450,980 shares issued and outstanding as of April 30, 2021 and October 31, 2020 25,000 25,000 Stockholders' equity Common stock, $0.0001 par value, 500,000,000 shares authorized, 56,575,186 and 56,463,992 issued and outstanding as of April 30, 2021 and October 31, 2020, respectively 6 6 Additional paid-in capital 371,703 367,681 Treasury stock (461 ) (131 ) Accumulated other comprehensive income 4,563 (606 ) (Accumulated deficit) retained earnings (122,983 ) (99,840 ) Total stockholders' equity 252,828 267,110 Total liabilities and stockholders' equity $ 771,515 $ 773,758 Concrete Pumping Holdings, Inc.
Consolidated Statements of OperationsThree Months Ended Six Months Ended (in thousands, except share and per share amounts) April 30, 2021 April 30, 2020 April 30, 2021 April 30, 2020 Revenue $ 76,873 $ 74,041 $ 147,294 $ 147,980 Cost of operations 43,570 42,174 84,128 83,965 Gross profit 33,303 31,867 63,166 64,015 Gross margin 43.3 % 43.0 % 42.9 % 43.3 % General and administrative expenses 26,472 26,381 48,860 52,988 Goodwill and intangibles impairment - 57,944 - 57,944 Transaction costs 55 - 84 - Income (loss) from operations 6,776 (52,458 ) 14,222 (46,917 ) Interest expense, net (6,029 ) (8,765 ) (12,929 ) (18,268 ) Loss on extinguishment of debt - - (15,510 ) - Change in fair value of warrant liabilities (11,456 ) 3,254 (11,456 ) 2,864 Other income, net 26 34 52 103 Loss before income taxes (10,683 ) (57,935 ) (25,621 ) (62,218 ) Income tax expense (benefit) 170 (2,221 ) (2,478 ) (3,368 ) Net loss (10,853 ) (55,714 ) (23,143 ) (58,850 ) Less preferred shares dividends (499 ) (470 ) (1,006 ) (943 ) Less undistributed earnings allocated to preferred shares - - - - Loss available to common shareholders $ (11,352 ) $ (56,184 ) $ (24,149 ) $ (59,793 ) Weighted average common shares outstanding Basic 53,465,799 52,782,663 53,303,302 52,752,884 Diluted 53,465,799 52,782,663 53,303,302 52,752,884 Net (loss) income per common share Basic $ (0.21 ) $ (1.06 ) $ (0.45 ) $ (1.13 ) Diluted $ (0.21 ) $ (1.06 ) $ (0.45 ) $ (1.13 ) Concrete Pumping Holdings, Inc.
Consolidated Statements of Cash FlowsSix Months Ended (in thousands, except per share amounts) April 30, 2021 April 30, 2020 Net income (loss) $ (23,143 ) $ (58,850 ) Adjustments to reconcile net income to net cash provided by operating activities: Goodwill and intangibles impairment - 57,944 Depreciation 13,991 13,015 Deferred income taxes (2,926 ) (3,515 ) Amortization of deferred financing costs 1,419 2,076 Amortization of intangible assets 13,853 17,147 Stock-based compensation expense 4,022 2,850 Change in fair value of warrant liabilities 11,456 (2,864 ) Loss on extinguishment of debt 15,510 - Net (loss) gain on the sale of property, plant and equipment (869 ) (477 ) Payment of contingent consideration in excess of amounts established in purchase accounting - (526 ) Net changes in operating assets and liabilities (net of acquisitions): Trade receivables, net 3,135 4,009 Inventory 161 127 Prepaid expenses and other current assets (3,377 ) (5,209 ) Income taxes payable, net 750 301 Accounts payable (145 ) (101 ) Accrued payroll, accrued expenses and other current liabilities 2,359 1,060 Net cash provided by operating activities 36,196 26,987 Cash flows from investing activities: Purchases of property, plant and equipment (16,672 ) (23,305 ) Proceeds from sale of property, plant and equipment 3,687 3,607 Net cash used in investing activities (12,985 ) (19,698 ) Cash flows from financing activities: Proceeds on long term debt 375,000 - Payments on long term debt (381,206 ) (10,444 ) Proceeds on revolving loan 138,239 143,559 Payments on revolving loan (139,004 ) (127,404 ) Payment of debt issuance costs (8,464 ) - Payments on capital lease obligations (47 ) (45 ) Purchase of treasury stock (330 ) (131 ) Payment of contingent consideration established in purchase accounting - (1,161 ) Net cash provided by (used in) financing activities (15,812 ) 4,374 Effect of foreign currency exchange rate on cash (421 ) (1,088 ) Net increase in cash and cash equivalents 6,978 10,575 Cash and cash equivalents: Beginning of period 6,736 7,473 End of period $ 13,714 $ 18,048 Concrete Pumping Holdings, Inc.
Segment RevenueThree Months Ended Change (in thousands) April 30, 2021 April 30, 2020 $ % U.S. Concrete Pumping $ 56,168 $ 57,459 $ (1,291 ) -2.2 % U.K. Operations 11,853 8,401 3,452 41.1 % U.S. Concrete Waste Management Services 9,008 8,306 702 8.5 % Corporate 625 625 - 0.0 % Intersegment (781 ) (750 ) (31 ) 4.1 % $ 76,873 $ 74,041 $ 2,832 3.8 % Six Months Ended Change (in thousands) April 30, 2021 April 30, 2020 $ % U.S. Concrete Pumping $ 108,484 $ 112,564 $ (4,080 ) -3.6 % U.K. Operations 21,633 19,086 2,547 13.3 % U.S. Concrete Waste Management Services 17,430 16,589 841 5.1 % Corporate 1,250 1,250 - 0.0 % Intersegment (1,503 ) (1,509 ) 6 -0.4 % $ 147,294 $ 147,980 $ (686 ) -0.5 % 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) April 30, 2021 April 30, 2020 April 30, 2021 April 30, 2020 $ Change % Change U.S. Concrete Pumping $ (925 ) $ (44,303 ) $ 16,306 $ 16,319 $ (13 ) -0.1 % U.K. Operations 402 (15,955 ) 4,114 2,516 1,598 63.5 % U.S. Concrete Waste Management Services 833 859 4,002 4,055 (53 ) -1.3 % Corporate (11,163 ) 3,685 625 625 (0 ) 0.0 % $ (10,853 ) $ (55,714 ) $ 25,047 $ 23,515 $ 1,532 6.5 % Net Income (Loss) Adjusted EBITDA Six Months Ended Six Months Ended (in thousands, except percentages) April 30, 2021 April 30, 2020 April 30, 2021 April 30, 2020 $ Change % Change U.S. Concrete Pumping $ (13,602 ) $ (46,790 ) $ 31,592 $ 33,166 $ (1,574 ) -4.7 % U.K. Operations (129 ) (16,848 ) 6,861 5,127 1,734 33.8 % U.S. Concrete Waste Management Services 1,450 1,225 7,702 7,804 (102 ) -1.3 % Corporate (10,862 ) 3,563 1,250 1,250 (0 ) 0.0 % $ (23,143 ) $ (58,850 ) $ 47,405 $ 47,347 $ 58 0.1 % Concrete Pumping Holdings, Inc.
Quarterly Financial Performance(dollars in millions) Revenue Net Income (Loss)1 Adjusted EBITDA2 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 Q2 2021 $ 77 $ (11 ) $ 25 $ 5 $ 20 1 The Company (1) restated its consolidated financial statements as of October 31, 2019, for the Successor period from December 6, 2018 through October 31, 2019 and the unaudited interim periods within that period and (2) revised its consolidated financial statements as of October 31, 2020, for the fiscal year then ended and the unaudited interim periods within fiscal 2020 to reflect the Company's warrants as liabilities. For further information, refer to the Company's 10-K/A filed on June 11, 2021 with the Securities and Exchange Commission.
2 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 reconciliation of such measure to its most comparable GAAP measure.
Concrete Pumping Holdings, Inc.
Reconciliation of Net Income (Loss) to Reported EBITDA to Adjusted EBITDAPredecessor (dollars in thousands) Q1 2017 Q2 2017 Q3 2017 Q4 2017 Q1 2018 Q2 2018 Q3 2018 Q4 2018 November 1,
2018
through
December 5,
2018Consolidated 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 (As Restated) Successor S&P Combined (non-GAAP) Successor (dollars in thousands) December 6, 2018
through
January 31,
2019Q1 2019 Q2 2019 Q3 2019 Q4 2019 Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021 Consolidated Net income (loss) (6,152 ) (28,727 ) (24,419 ) 7,318 6,850 (3,137 ) (55,714 ) 247 (2,648 ) $ (12,290 ) $ (10,853 ) Interest expense, net 5,592 7,236 9,318 9,843 10,127 9,503 8,765 8,364 7,777 6,900 6,029 Income tax expense (benefit) (2,765 ) (6,957 ) 1,572 (1,922 ) (188 ) (1,147 ) (2,221 ) (462 ) (1,147 ) (2,648 ) 170 Depreciation and amortization 8,374 11,087 12,132 16,477 15,669 15,085 15,076 14,665 16,827 13,838 14,007 EBITDA 5,049 (17,361 ) (1,397 ) 31,716 32,458 20,304 (34,094 ) 22,814 20,809 5,800 9,353 Transaction expenses - 14,167 1,282 176 63 - - - - 29 55 Loss on debt extinguishment - 16,395 - - - - - - - 15,510 - Stock based compensation - - 361 1,625 1,633 1,467 1,383 1,357 7,247 672 3,350 Change in fair value of warrant liabilities 2,522 2,522 14,774 (4,556 ) (6,249 ) 391 (3,254 ) 2,734 391 - 11,456 Other expense (income) (11 ) (17 ) (20 ) (28 ) 12 (69 ) (33 ) (36 ) (31 ) (26 ) (26 ) Goodwill and intangibles impairment - - - - - - 57,944 - - - - Other adjustments - 1,442 3,234 1,627 1,635 1,741 1,569 3,169 1,498 373 859 Adjusted EBITDA $ 7,560 $ 17,148 $ 18,234 $ 30,560 $ 29,552 $ 23,834 $ 23,515 $ 30,038 $ 29,914 $ 22,358 $ 25,047 Note: The Company restated/revised its 2019/2020 financial statements. Further details discussed above.
Concrete Pumping Holdings, Inc.
Reconciliation of Net Income (Loss) to Reported EBITDA to Adjusted EBITDAThree Months Ended Six Months Ended (dollars in thousands) April 30, 2021 April 30, 2020 April 30, 2021 April 30, 2020 Consolidated Net income (loss) $ (10,853 ) $ (55,714 ) $ (23,143 ) $ (58,850 ) Interest expense, net 6,029 8,765 12,929 18,268 Income tax expense (benefit) 170 (2,221 ) (2,478 ) (3,368 ) Depreciation and amortization 14,007 15,076 27,844 30,162 EBITDA 9,353 (34,094 ) 15,152 (13,788 ) Transaction expenses 55 - 84 - Loss on debt extinguishment - - 15,510 - Stock based compensation 3,350 1,383 4,022 2,850 Change in fair value of warrant liabilities 11,456 (3,254 ) 11,456 (2,864 ) Other expense (income) (26 ) (33 ) (52 ) (103 ) Goodwill and intangibles impairment - 57,944 - 57,944 Other adjustments 859 1,569 1,233 3,308 Adjusted EBITDA $ 25,047 $ 23,515 $ 47,405 $ 47,347 U.S. Concrete Pumping Net income (loss) $ (925 ) $ (44,303 ) $ (13,602 ) $ (46,790 ) Interest expense, net 5,247 8,096 11,370 16,828 Income tax expense (benefit) (381 ) (2,751 ) (3,204 ) (4,138 ) Depreciation and amortization 9,405 10,144 18,677 20,148 EBITDA 13,346 (28,814 ) 13,241 (13,952 ) Transaction expenses 55 - 84 - Loss on debt extinguishment - - 15,510 - Stock based compensation 3,350 1,383 4,022 2,850 Other expense (income) (12 ) (7 ) (24 ) (17 ) Goodwill and intangibles impairment - 43,500 - 43,500 Other adjustments (433 ) 257 (1,241 ) 785 Adjusted EBITDA $ 16,306 $ 16,319 $ 31,592 $ 33,166 U.K. Operations Net income (loss) $ 402 $ (15,955 ) $ (129 ) $ (16,848 ) Interest expense, net 782 669 1,559 1,440 Income tax expense (benefit) 79 509 (98 ) 394 Depreciation and amortization 2,071 2,065 4,081 4,261 EBITDA 3,334 (12,712 ) 5,413 (10,753 ) Transaction expenses - - - - Loss on debt extinguishment - - - - Stock based compensation - - - - Other expense (income) (12 ) (26 ) (26 ) (86 ) Goodwill and intangibles impairment - 14,444 - 14,444 Other adjustments 792 810 1,474 1,522 Adjusted EBITDA $ 4,114 $ 2,516 $ 6,861 $ 5,127 U.S. Concrete Waste Management Services Net income (loss) $ 833 $ 859 $ 1,450 $ 1,225 Interest expense, net - - - - Income tax expense (benefit) 348 34 584 239 Depreciation and amortization 2,323 2,660 4,670 5,339 EBITDA 3,504 3,553 6,704 6,803 Transaction expenses - - - - Loss on debt extinguishment - - - - Stock based compensation - - - - Other expense (income) (2 ) - (2 ) - Goodwill and intangibles impairment - - - - Other adjustments 500 502 1,000 1,001 Adjusted EBITDA $ 4,002 $ 4,055 $ 7,702 $ 7,804 Corporate Net income (loss) $ (11,163 ) $ 3,685 $ (10,862 ) $ 3,563 Interest expense, net - - - - Income tax expense (benefit) 124 (13 ) 240 137 Depreciation and amortization 208 207 416 414 EBITDA (10,831 ) 3,879 (10,206 ) 4,114 Transaction expenses - - - - Loss on debt extinguishment - - - - Stock based compensation - - - - Change in fair value of warrant liabilities 11,456 (3,254 ) 11,456 (2,864 ) Other expense (income) - - - - Goodwill and intangibles impairment - - - - Other adjustments - - - - Adjusted EBITDA $ 625 $ 625 $ 1,250 $ 1,250 Note: The Company revised its 2020 financial statements. Further details discussed above.
Concrete Pumping Holdings, Inc.
Reconciliation of Free Cash FlowSix Months Ended (dollars in millions) April 30, 2021 Adjusted EBITDA $ 47.4 Less net capital expenditures (13.0 ) Less cash paid for interest (5.9 ) Free cash flow $ 28.5 Concrete Pumping Holdings, Inc.
Reconciliation of Net Debt(in thousands) January 31,
2020April 30,
2020July 31,
2020October 31,
2020January 31,
2021April 30,
2021Change in Net
Debt Q1'21 to Q2'21Term loan outstanding 396,871 391,650 386,427 381,205 - - - Senior Notes - - - - 375,000 375,000 - Revolving loan draws outstanding 38,661 39,211 12,990 1,741 7,687 1,087 (6,600 ) Less: Cash (2,636 ) (18,048 ) (4,131 ) (6,736 ) (2,273 ) (13,714 ) (11,441 ) Net debt 432,896 412,813 395,286 376,210 380,414 362,373 (18,041 ) 
- Revenue increased 4% to $76.9 million compared to $74.0 million.