Note 14 - Stockholders' Equity
|6 Months Ended|
Apr. 30, 2019
|Notes to Financial Statements|
|Stockholders' Equity Note Disclosure [Text Block]||
In conjunction with the Business Combination, all common and preferred shares that were in existence for the Predecessor were settled and
nolonger outstanding subsequent to
December 5, 2018.
The Company’s amended and restated certificate of incorporation authorizes the issuance of
500,000,000shares of common stock, par value
10,000,000shares of preferred stock, par value
$0.0001.Immediately following the Business Combination, there were:
As discussed below, on
April 29, 2019,
2,101,213shares of common stock were issued in exchange for the Company's public warrants and
1,707,175shares of common stock were issued in exchange for the Company's private warrants. After the completion of the warrant exchange and as of
April 30, 2019,there were
13,017,777public warrants and
noprivate warrants outstanding.
The Company’s Series A Preferred Stock does
notpay dividends and is convertible (effective
June 6, 2019)into shares of the Company’s common stock at a
1:1ratio (subject to customary adjustments). The Company has the right to elect to redeem all or a portion of the Series A Preferred Stock at its election after
December 6, 2022for cash at a redemption price equal to the amount of the principal investment plus an additional cumulative amount that will accrue at an annual rate of
7.0%thereon. In addition, if the volume weighted average price of shares of the Company’s common stock equals or exceeds
30consecutive days, then the Company will have the right to require the holder of the Series A Preferred Stock to convert its Series A Preferred Stock into Company common stock, at a ratio of
1:1(subject to customary adjustments).
Conditionally redeemable preferred shares (including preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events
notsolely within the Company’s control) are classified as temporary equity. The preferred stock contains a redemption feature contingent upon a change in control which is
notsolely within the control of the Company, and as such, the preferred stock is presented outside of permanent equity.
April 1, 2019,the Company commenced an offer to each holder of its publicly traded warrants (the “public warrants”) and private placement warrants that were issued in connection with Industrea’s initial public offering on
April 17, 2017 (the “private warrants”) the opportunity to receive
0.2105shares of common stock in exchange for each outstanding public warrant tendered and
0.1538shares of common stock in exchange for each private warrant tendered pursuant to the offer (the “Offer” or “Warrant Exchange”).
April 26, 2019,a total of
9,982,123public warrants and
11,100,000private warrants were tendered for exchange pursuant to the Offer. On
April 29, 2019,
2,101,213shares of common stock were issued in exchange for the tendered public warrants and
1,707,175shares of common stock were issued in exchange for the tendered private warrants. A negligible amount of cash was paid for fractional shares. As
noagreement was modified as a result of the exchange, we concluded that the exchange of Company common stock for the warrants was analogous to a share repurchase. The Company recorded a loss on repurchase of the warrants of
$5.2million in the quarter ended
April 30, 2019,all of which is included as an adjustment to retained earnings. The
$5.2million loss reflects the par value of the warrants in APIC of
$21.1million less the fair value of the common stock that was issued in exchange for the warrants of
$26.3million. After the completion of the Warrant Exchange and as of
April 30, 2019,
13,017,777public warrants and
noprivate warrants were outstanding.
Pursuant to the Predecessor’s articles of incorporation, as amended, the Predecessor was authorized to issue
$0.001par value common stock and
$0.001par value preferred stock.
October 31, 2018,the Predecessor had
preferred shares issued and outstanding. The preferred shares had a liquidation preference of
The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef