Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Oct. 31, 2018 | Nov. 30, 2018 | |
Document and Entity Information | ||
Entity Registrant Name | GMS Inc. | |
Entity Central Index Key | 1,600,438 | |
Document Type | 10-Q | |
Document Period End Date | Oct. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --04-30 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 41,181,834 | |
Document Fiscal Year Focus | 2,019 | |
Document Fiscal Period Focus | Q2 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Oct. 31, 2018 | Apr. 30, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 52,878 | $ 36,437 |
Trade accounts and notes receivable, net of allowances of $8,016 and $9,633, respectively | 479,327 | 346,450 |
Inventories, net | 300,737 | 239,223 |
Prepaid expenses and other current assets | 15,964 | 11,726 |
Total current assets | 848,906 | 633,836 |
Property and equipment, net of accumulated depreciation of $103,426 and $85,761, respectively | 277,626 | 163,582 |
Goodwill | 622,732 | 427,645 |
Intangible assets, net | 473,686 | 222,682 |
Other assets | 13,302 | 6,766 |
Total assets | 2,236,252 | 1,454,511 |
Current liabilities: | ||
Accounts payable | 157,181 | 116,168 |
Accrued compensation and employee benefits | 46,744 | 56,323 |
Other accrued expenses and current liabilities | 66,727 | 45,146 |
Current portion of long-term debt | 37,725 | 16,284 |
Total current liabilities | 308,377 | 233,921 |
Non-current liabilities: | ||
Long-term debt, less current portion | 1,207,503 | 579,602 |
Deferred income taxes, net | 19,933 | 10,742 |
Other liabilities | 47,615 | 35,088 |
Liabilities to noncontrolling interest holders, less current portion | 11,566 | 15,707 |
Total liabilities | 1,594,994 | 875,060 |
Commitments and contingencies | ||
Stockholders' equity | ||
Common stock, par value $0.01 per share, 500,000 shares authorized; 41,157 and 41,069 shares issued and outstanding as of October 31, 2018 and April 30, 2018, respectively | 412 | 411 |
Preferred stock, par value $0.01 per share, 50,000 shares authorized; 0 shares issued and outstanding as of October 31, 2018 and April 30, 2018 | ||
Exchangeable shares | 33,194 | |
Additional paid-in capital | 492,260 | 489,007 |
Retained earnings | 123,154 | 89,592 |
Accumulated other comprehensive income (loss) | (7,762) | 441 |
Total stockholders' equity | 641,258 | 579,451 |
Total liabilities and stockholders’ equity | $ 2,236,252 | $ 1,454,511 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Oct. 31, 2018 | Apr. 30, 2018 |
Condensed Consolidated Balance Sheets | ||
Trade accounts and notes receivable, allowances (in dollars) | $ 8,016 | $ 9,633 |
Property and equipment, accumulated depreciation (in dollars) | $ 103,426 | $ 85,761 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 500,000 | 500,000 |
Common stock, shares issued | 41,157 | 41,069 |
Common stock, shares outstanding | 41,157 | 41,069 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 50,000 | 50,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Oct. 31, 2018 | Oct. 31, 2017 | Oct. 31, 2018 | Oct. 31, 2017 | |
Condensed Consolidated Statements of Operations and Comprehensive Income | ||||
Net sales | $ 833,837 | $ 648,004 | $ 1,611,981 | $ 1,290,161 |
Cost of sales (exclusive of depreciation and amortization shown separately below) | 565,687 | 435,744 | 1,099,015 | 872,797 |
Gross profit | 268,150 | 212,260 | 512,966 | 417,364 |
Operating expenses: | ||||
Selling, general and administrative | 185,268 | 159,898 | 370,703 | 315,970 |
Depreciation and amortization | 30,787 | 16,713 | 57,109 | 33,058 |
Total operating expenses | 216,055 | 176,611 | 427,812 | 349,028 |
Operating income | 52,095 | 35,649 | 85,154 | 68,336 |
Other (expense) income: | ||||
Interest expense | (19,182) | (7,917) | (35,370) | (15,417) |
Change in fair value of financial instruments | (376) | (238) | (6,395) | (434) |
Write-off of debt discount and deferred financing fees | (74) | |||
Other income, net | 434 | 512 | 1,068 | 998 |
Total other expense, net | (19,124) | (7,643) | (40,697) | (14,927) |
Income before taxes | 32,971 | 28,006 | 44,457 | 53,409 |
Provision for income taxes | 8,059 | 9,983 | 10,895 | 20,043 |
Net income | $ 24,912 | $ 18,023 | $ 33,562 | $ 33,366 |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 41,149 | 41,006 | 41,121 | 40,988 |
Diluted (in shares) | 41,918 | 42,146 | 41,996 | 42,137 |
Net income per common share: | ||||
Basic (in dollars per share) | $ 0.59 | $ 0.44 | $ 0.80 | $ 0.81 |
Diluted (in dollars per share) | $ 0.58 | $ 0.43 | $ 0.78 | $ 0.79 |
Comprehensive income | ||||
Net income | $ 24,912 | $ 18,023 | $ 33,562 | $ 33,366 |
Foreign currency translation loss | (4,902) | (8,693) | ||
Changes in other comprehensive income, net of tax | 378 | 243 | 491 | 396 |
Comprehensive income | $ 20,388 | $ 18,266 | $ 25,360 | $ 33,762 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Oct. 31, 2018 | Oct. 31, 2017 | |
Cash flows from operating activities: | ||
Net income | $ 33,562 | $ 33,366 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 57,109 | 33,058 |
Write-off and amortization of debt discount and debt issuance costs | 1,665 | 1,412 |
Provision for losses on accounts and notes receivable | 81 | 873 |
Provision for obsolescence of inventory | 229 | 483 |
Effects of fair value adjustments to inventory | 4,129 | 187 |
Increase in fair value of contingent consideration | 460 | |
Equity-based compensation | 3,204 | 3,019 |
Gain on sale and disposal of assets | (294) | (598) |
Change in fair value of financial instruments | 6,395 | 434 |
Changes in assets and liabilities net of effects of acquisitions: | ||
Trade accounts and notes receivable | (45,355) | (21,837) |
Inventories | (4,553) | (7,553) |
Prepaid expenses and other assets | (343) | (5,805) |
Accounts payable | 9,516 | 14,590 |
Accrued compensation and employee benefits | (9,550) | (16,352) |
Derivative liability | (10,778) | |
Other accrued expenses and liabilities | 5,325 | 2,170 |
Deferred income taxes | (5,145) | (5,437) |
Cash provided by operating activities | 45,657 | 32,010 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (9,156) | (8,442) |
Proceeds from sale of assets | 638 | 1,928 |
Acquisition of businesses, net of cash acquired | (578,917) | (18,375) |
Cash used in investing activities | (587,435) | (24,889) |
Cash flows from financing activities: | ||
Repayments on the revolving credit facility | (469,647) | (443,920) |
Borrowings from the revolving credit facility | 623,117 | 352,567 |
Payments of principal on long-term debt | (4,984) | (2,888) |
Payments of principal on capital lease obligations | (8,820) | (2,936) |
Borrowings from term loan | 996,840 | 577,616 |
Repayments of term loan | (571,840) | (477,616) |
Debt issuance costs | (7,933) | (3,283) |
Proceeds from exercises of stock options | 973 | |
Other financing activities | 873 | (1,441) |
Cash provided by (used in) financing activities | 558,579 | (1,901) |
Effect of exchange rates on cash and cash equivalents | (360) | |
Increase in cash and cash equivalents | 16,441 | 5,220 |
Cash and cash equivalents, beginning of period | 36,437 | 14,561 |
Cash and cash equivalents, end of period | 52,878 | 19,781 |
Supplemental cash flow disclosures: | ||
Cash paid for income taxes | 10,469 | 28,455 |
Cash paid for interest | 30,966 | 14,104 |
Supplemental schedule of noncash activities: | ||
Assets acquired under capital lease | 91,005 | 6,378 |
Issuance of installment notes associated with equity-based compensation liability awards | $ 4,001 | $ 11,898 |
Business, Basis of Presentation
Business, Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Oct. 31, 2018 | |
Business, Basis of Presentation and Summary of Significant Accounting Policies | |
Business, Basis of Presentation and Summary of Significant Accounting Policies | 1. Business, Basis of Presentation and Summary of Significant Accounting Policies Business Founded in 1971, GMS Inc. (“we,” “our,” “us,” or the “Company”), through its wholly-owned operating subsidiaries, is a distributor of specialty building products including wallboard, suspended ceilings systems, or ceilings, steel framing and other complementary specialty building products. We purchase products from a large number of manufacturers and then distribute these goods to a customer base consisting of wallboard and ceilings contractors and homebuilders and, to a lesser extent, general contractors and individuals. We operate a network of more than 245 distribution centers across the United States and Canada. Basis of Presentation The condensed consolidated financial statements included in this Quarterly Report on Form 10‑Q have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission that permit reduced disclosure for interim periods. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all normal and recurring adjustments necessary for a fair presentation of the results of operations, financial position and cash flows. All adjustments are of a normal recurring nature unless otherwise disclosed. The results of operations for interim periods are not necessarily indicative of results for any other interim period or the entire fiscal year . As a result, the unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements included in our Annual Report on Form 10‑K for the fiscal year ended April 30, 2018. Principles of Consolidation The condensed consolidated financial statements present the results of operations, financial position and cash flows of the Company and its subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation. The results of operations of businesses acquired are included from their respective dates of acquisition. Use of Estimates The preparation of financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Foreign Currency Translation Assets and liabilities of the Company’s Canadian subsidiaries are translated at the exchange rate prevailing at the balance sheet date, while income and expenses are translated at average rates for the period. Translation gains and losses are reported as a separate component of stockholders’ equity and other comprehensive income. Gains and losses on foreign currency transactions are recognized in the Condensed Consolidated Statements of Operations and Comprehensive Income within other income, net. Insurance Liabilities The Company is self‑insured for certain losses related to medical claims. The Company has stop‑loss coverage to limit the exposure arising from medical claims. The Company has deductible‑based insurance policies for certain losses related to general liability, automobile and workers’ compensation. The deductible amount per incident is $0.3 million, $0.5 million and $1.0 million for general liability, workers’ compensation and automobile, respectively. The coverage consists of a primary layer and an excess layer. The primary layer of coverage is from $0.5 million to $2.0 million and the excess layer cover claims from $2.0 million to $100.0 million. The expected ultimate cost for claims incurred as of the balance sheet date is not discounted and is recognized as a liability. Insurance losses for claims filed and claims incurred but not reported are accrued based upon estimates of the aggregate liability for uninsured claims using loss development factors, actuarial assumptions and historical loss development experience. As of October 31, 2018 and April 30, 2018, the aggregate liabilities for medical self‑insurance were $3.7 million and $4.1 million, respectively, and are included in other accrued expenses and current liabilities in the Condensed Consolidated Balance Sheets. As of October 31, 2018 and April 30, 2018, reserves for general liability, automobile and workers’ compensation totaled approximately $16.6 million and $14.7 million, respectively, and are included in other accrued expenses and current liabilities and other liabilities in the Condensed Consolidated Balance Sheets. As of October 31, 2018 and April 30, 2018, expected recoveries for medical self‑insurance, general liability, automobile and workers’ compensation totaled approximately $7.1 million and $4.8 million, respectively, and are included in prepaid expenses and other current assets and other assets in the Condensed Consolidated Balance Sheets. Restructuring The Company recognizes a liability for costs associated with an exit or disposal activity when the liability is incurred. After the appropriate level of management approves the detailed restructuring plan and the appropriate criteria for recognition are met, the Company establishes accruals for employee termination and other costs, as applicable. During the six months ended October 31, 2018, the Company initiated a reduction in workforce as part of a strategic cost reduction plan to improve operational efficiency. The Company recorded $5.0 million of restructuring costs during the six months ended October 31, 2018 in connection with the reduction in workforce and certain other restructuring activities, consisting primarily of severance and other employee costs. Such costs are classified within selling, general and administrative expenses in the Condensed Consolidated Statements of Operations and Comprehensive Income. The Company made payments of $2.9 million during the six months ended October 31, 2018. As of October 31, 2018, the Company had a remaining liability of $2.1 million, which was classified within other accrued expenses and current liabilities in the Condensed Consolidated Balance Sheet. Income Taxes The Company considers each interim period an integral part of the annual period and measures tax expense (benefit) using an estimated annual effective income tax rate. Estimates of the annual effective income tax rate at the end of interim periods are, out of necessity, based on evaluation of possible future events and transactions and may be subject to subsequent refinement or revision. The Company forecasts its estimated annual effective income tax rate and then applies that rate to its year‑to‑date pre‑tax ordinary income (loss), subject to certain loss limitation provisions. In addition, certain specific transactions are excluded from the Company’s estimated annual effective tax rate computation, but are discretely recognized within income tax expense (benefit) in their respective interim period. Future changes in the forecasted annual income (loss) projections, tax rate changes, or discrete tax items could result in significant adjustments to quarterly income tax expense (benefit) in future periods. The Company evaluates its deferred tax assets quarterly to determine if valuation allowances are required. In this evaluation, the Company considers both positive and negative evidence in determining whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The primary negative evidence considered includes the cumulative operating losses generated in prior periods. The primary positive evidence considered includes the reversal of deferred tax liabilities primarily related to depreciation and amortization that would occur within the same jurisdiction and during the carryforward period necessary to absorb the federal and state net operating losses and other deferred tax assets. Deferred tax assets and liabilities are computed by applying the federal and state income tax rates in effect to the gross amounts of temporary differences and other tax attributes, such as net operating loss carry‑forwards. In assessing if the deferred tax assets will be realized, the Company considers whether it is more likely than not that some or all of these deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which these deductible temporary differences reverse. Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Authoritative guidance for fair value measurements establishes a three‑level hierarchy that prioritizes the inputs to valuation models based upon the degree to which they are observable. The three levels of the fair value measurement hierarchy are as follows: Level 1 Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date. Level 2 Inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 Inputs are unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions. The carrying values of the Company’s cash, cash equivalents, trade receivables and trade payables approximate their fair values because of their short‑term nature. Based on borrowing rates available to the Company for loans with similar terms, the carrying values of the Company’s debt instruments approximate fair value. See Note 10, “Fair Value Measurements,” for additional information with respect to the Company’s fair value measurements. Earnings Per Share Basic earnings per share is computed by dividing net income available to common stockholders by the weighted average number of outstanding shares of common stock for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock, including stock options and restricted stock units (collectively “Common Stock Equivalents”), were exercised or converted into common stock . The dilutive effect of outstanding stock options and restricted stock units is reflected in diluted earnings per share by application of the treasury stock method. In applying the treasury stock method for stock-based compensation arrangements, the assumed proceeds are computed as the sum of the amount the employee must pay upon exercise and the amount of compensation cost attributed to future services and not yet recognized. Diluted earnings per share is computed by increasing the weighted‑average number of outstanding shares of common stock computed in basic earnings per share to include the dilutive effect of Common Stock Equivalents for the period. In periods of net loss, the number of shares used to calculate diluted loss per share is the same as basic net loss per share. The holders of the Company’s Exchangeable Shares (as defined in Note 3, “Business Acquisitions” and further described in Note 7, “Stockholders’ Equity”) are entitled to receive dividends or distributions that are equal to any dividends or distributions on the Company’s common stock. As a result, the Exchangeable Shares are classified as a participating security and thereby require the allocation of income that would have otherwise been available to common stockholders when calculating earnings per share. Diluted earnings per share is calculated by utilizing the most dilutive result of the if-converted and two-class methods. In both methods, net income attributable to common shareholders and the weighted-average common shares outstanding are adjusted to account for the impact of the assumed issuance of potential common shares that are dilutive, subject to dilution sequencing rules. Recently Adopted Accounting Pronouncements Revenue recognition — In May 2014, the Financial Accounting Standards Board (the “FASB”) issued authoritative guidance on revenue from contracts with customers. The new guidance supersedes most existing revenue recognition guidance and outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The core principle of the revenue model is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard also requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers . In August 2015, the FASB issued guidance that deferred the effective date by one year. The standard is required to be adopted by public business entities in annual periods beginning on or after December 15, 2017, and interim periods within those annual periods, and may be applied on a full retrospective or modified retrospective approach. Early adoption at the original effective date is permitted. The Company adopted this guidance on May 1, 2018 (the first day of fiscal 2019) using the modified retrospective approach. The adoption of the new guidance, using the modified retrospective approach, did not have a material impact on the Company’s financial statements. The adoption of the new guidance resulted in a $3.6 million reclassification in the Condensed Consolidated Balance Sheet from trade accounts and notes receivable to other accrued expenses and current liabilities for estimated sales returns. The adoption of the new revenue guidance also resulted in additional disclosures regarding the Company’s revenue recognition. The additional disclosures required by this new standard are contained in Note 2, “Revenue.” Statement of Cash Flows – In August 2016, the FASB issued new guidance to reduce diversity in practice related to certain cash receipts and payment in the statement of cash flows by adding or clarifying guidance on eight specific cash flow issues. The new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017 . Early adoption is permitted. The Company adopted this guidance on May 1, 2018. As a result of the adoption, the Company now classifies cash payments for debt prepayment or debt extinguishment costs, including third-party costs and other fees paid to lenders that are directly related to the debt prepayment or debt extinguishment, as cash outflows for financing activities. This resulted in a $2.7 million reclass from cash (used in) provided by operating activities (specifically the line item changes in other accrued expenses and current liabilities) to cash provided by financing activities (specifically the line item debt issuance costs) in the Condensed Consolidated Statement of Cash Flows for the six months ended October 31, 2017. The adoption did not have any other material impact on the Company’s financial statements. Income Taxes – In October 2016, the FASB issued new guidance intended to improve the accounting for intra-entity transfers of assets other than inventory by requiring recognition of income tax consequences when such a transfer occurs. The new guidance is effective for annual and interim periods beginning after December 15, 2017. Early adoption is permitted. The amendments in this update should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company adopted this guidance on May 1, 2018 with no material impact on its financial statements. Recently Issued Accounting Pronouncements Leases —In February 2016, the FASB issued authoritative guidance on accounting for leases. The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than twelve months. Leases will be classified as either finance or operating, with such classification affecting the pattern of expense recognition in the statement of operations. The new standard is effective for the Company’s fiscal year beginning May 1, 2019 (the first day of fiscal 2020), including interim reporting periods within that fiscal year. A modified transition approach is required for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. While the Company is still evaluating the impact of its pending adoption of the new standard on its financial statements, the Company expects that the adoption will result in a material increase in the assets and liabilities recorded on our Condensed Consolidated Balance Sheets and additional qualitative and quantitative disclosures . On July 30, 2018, the FASB issued new guidance that provides entities with an additional (and optional) transition method to adopt the new lease standard. Under this new transition method, an entity initially applies the new lease standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. We have not yet determined whether we will use the newly permitted adoption method. Goodwill – In January 2017, the FASB issued authoritative guidance that simplifies the accounting for goodwill impairments by eliminating Step 2 from the goodwill impairment test . Under the new guidance, goodwill impairment will be the amount by which a reporting unit’s carrying value exceeds its fair value. The new standard is effective for annual and any interim impairment tests for periods beginning after December 15, 2019. Early adoption is permitted. The Company does not expect the adoption of this standard to have a material impact on its financial statements. Accumulated Other Comprehensive Income – In February 2018, the FASB issued authoritative guidance which permits entities to reclassify, to retained earnings, the one-time income tax effects stranded in accumulated other comprehensive income arising from the change in the U.S. federal corporate tax rate as a result of the Tax Cuts and Jobs Act of 2017. An entity that elects to make this reclassification must consider all items in accumulated other comprehensive income that have tax effects stranded as a result of the tax rate change, and must disclose the reclassification of these tax effects as well as the entity’s policy for releasing income tax effects from accumulated other comprehensive income. The new guidance may be applied either retrospectively or as of the beginning of the period of adoption. The new guidance is effective for annual and interim periods beginning after December 15, 2018. Early adoption is permitted. The Company plans to adopt this guidance on May 1, 2019 (the first day of fiscal 2020). While this guidance will have no impact on the Company’s results of operations, the Company is currently assessing this standard’s impact on its consolidated financial position. Cloud Computing Costs – In August 2018, the FASB issued new guidance that clarifies the accounting treatment for implementation costs for cloud computing arrangements (hosting arrangements) that is a service contract. This guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within that fiscal year. Early adoption is permitted. The Company is currently assessing the effect that this new guidance will have on its financial position, results of operations and disclosures. Fair Value Measurement Disclosures – In August 2018, the FASB issued new guidance that changes certain fair value measurement disclosure requirements . This guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. An entity is permitted to early adopt all of the disclosure changes or early adopt only the removed disclosure requirements and delay adoption of the additional disclosures until the effective date of this amendment. Except for changes to certain disclosures related to fair value measurements, the Company does not expect the adoption of this standard to have a material impact on its financial statements . |
Revenue
Revenue | 6 Months Ended |
Oct. 31, 2018 | |
Revenue | |
Revenue | 2. Revenue Revenue Recognition Revenue is recognized upon transfer of control of promised goods to customers at an amount that reflects the consideration the Company expects to receive in exchange for those goods. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. The Company includes shipping and handling costs billed to customers in net sales. These costs are recognized as a component of selling, general and administrative expenses when the Company does not bill the customer. See to Note 13, “Segments,” for information regarding disaggregation of revenue, including revenue by product and by geographic area. Performance Obligations The Company primarily satisfies its performance obligations at a point in time, which is upon delivery of products. The Company’s payment terms vary by the type and location of its customers. The amount of time between point of sale and when payment is due is not significant and the Company has determined its contracts do not include a significant financing component. Product warranties do not constitute a performance obligation for the Company, as products are warrantied directly by the manufacturer. Our contracts with customers involve performance obligations that are one year or less. Therefore, we applied the standard’s optional exemption that permits the omission of information about our unfulfilled performance obligations as of the balance sheet dates. Significant Judgements The Company’s contracts may include terms that could cause variability in the transaction price, including customer rebates, returns and cash discounts for early payment. Variable consideration is estimated and included in total consideration based on the expected value method. These estimates are based on historical experience, anticipated performance and other factors known at the time. The Company only includes estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Contract Balances Receivables from contracts with customers were $445.4 million and $326.6 million as of October 31, 2018 and May 1, 2018, respectively. The Company did not have material amounts of contract assets or liabilities as of October 31, 2018 or May 1, 2018. |
Business Acquisitions
Business Acquisitions | 6 Months Ended |
Oct. 31, 2018 | |
Business Acquisitions | |
Business Acquisitions | 3. Business Acquisitions The Company accounts for business combinations by recognizing the assets acquired and liabilities assumed at the acquisition date fair value. In valuing acquired assets and liabilities, fair value estimates use Level 3 inputs, including future expected cash flows and discount rates. Goodwill is measured as the excess of consideration transferred over the fair values of the assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions as a part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the acquisition date, the Company’s estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments arising from new facts and circumstances are recorded to the Condensed Consolidated Statements of Operations and Comprehensive Income. The results of operations of acquisitions are reflected in the Company’s Condensed Consolidated Financial Statements from the date of acquisition. Acquisition of Titan On June 1, 2018, the Company acquired all of the outstanding equity interests of WSB Titan (“Titan”) , a distributer of wallboard, lumber, and other commercial and residential building materials. Titan is a gypsum specialty dealer with 30 locations across five provinces in Canada. T he stated purchase price was $627.0 million (C$800.0 million), subject to a working capital and certain other adjustments as set forth in the securities purchase agreement. As part of the consideration, certain members of Titan’s management converted a portion of their ownership position into 1.1 million shares of equity that are exchangeable for the Company’s common stock (“Exchangeable Shares”). The purpose of the transaction is to extend the Company’s leadership position in North America with expanded scale and footprint, expand its geographic coverage into the Canadian market and create opportunities for further expansion in Canada. To finance this transaction, on June 1, 2018, the Company entered into a Third Amendment to its First Lien Credit Agreement (the “Third Amendment”) that provides for a new first lien term loan facility under the first lien credit agreement in the aggregate principal amount of $996.8 million due in June 2025 that bears interest at a floating rate based on LIBOR , with a 0% floor, plus 2.75%. The Company also drew down $143.0 million under its Asset Backed Lending Facility (“ABL Facility”) . The net proceeds from the new first lien term loan facility, ABL Facility and cash on hand were used to repay the Company’s existing first lien term loan facility of $571.8 million under the Credit Agreement and to finance its acquisition of Titan . The fair value of consideration transferred was $614.7 million, after adjusting for foreign currency changes in the stated purchase price and other fair value changes, which consisted of $581.5 million in cash and $33.2 million for the fair value of the 1.1 million Exchangeable Shares . See Note 7, “Stockholders’ Equity,” for more information on the Exchangeable Shares. The Company also assumed certain contingent consideration arrangements that relate to previous acquisitions of Titan. The contingent consideration arrangements are based on performance of Titan’s business and are payable in cash in fiscal 2019 and fiscal 2020. The assets acquired and liabilities assumed of Titan were recognized at their acquisition date fair values. The purchase price allocation is subject to change as the Company obtains additional information during the measurement period about the facts and circumstances that existed as of the acquisition date. The primary areas of the preliminary purchase price allocation that are not yet finalized relate to working capital adjustments, the finalization of preliminary fair value estimates, income taxes and residual goodwill. The following table summarizes the preliminary allocation of the consideration transferred based on currently available information (in thousands): Cash $ 5,573 Trade accounts and notes receivable 84,039 Inventories 60,272 Prepaid and other current assets 8,334 Property and equipment 37,263 Goodwill 196,969 Intangible assets 289,423 Accounts payable and accrued expenses (40,833) Contingent consideration (12,039) Deferred income taxes (14,337) Fair value of consideration transferred $ 614,664 Goodwill arising from the acquisition is attributable to synergies achieved through the streamlining of operations combined with improved margins attainable through increased market presence. All of the goodwill will be assigned to the Company’s geographic divisions segment. The goodwill is not expected to be deductible for income tax purposes. Trade accounts and notes receivable had a preliminary estimate of fair value of $84.0 million and a gross contractual value of $85.6 million. The difference represents the Company’s best estimate of the contractual cash flows that will not be collected. The following table summarizes the preliminary components of intangible assets acquired in connection with the acquisition of Titan (dollars in thousands): Weighted Average Amortization Fair Value Period (Years) Customer relationships $ 250,041 13 Tradenames 30,098 15 Developed technology 5,402 5 Non-compete agreements 3,010 3 Other 872 3 Total intangible assets $ 289,423 Net sales related to the Titan business included in the Company’s Condensed Consolidated Statement of Operations and Comprehensive Income for the six months ended October 31, 2018 was $214.9 million. Net income related to the Titan business included in the Company’s Condensed Consolidated Statement of Operations and Comprehensive Income for the six months ended October 31, 2018 was $7.9 million. The following table represents the unaudited pro forma consolidated net sales and net income for the Company for the periods indicated (in thousands): Three Months Ended Six Months Ended October 31, October 31, 2018 2017 2018 2017 Net sales $ 833,837 $ 777,146 $ 1,657,137 $ 1,544,980 Net income 24,912 20,438 30,079 37,674 The above pro forma results have been calculated by combining the historical results of the Company and Titan as if the acquisition of Titan had occurred on May 1, 2017, the first day of the comparable prior reporting period presented. The pro forma results include estimates for intangible asset amortization, depreciation, interest expense and debt issuance costs and are subject to change once final asset values have been determined. No other material pro forma adjustments were deemed necessary to conform to the Company’s accounting policies or for any other situation. The pro forma information is not necessarily indicative of the results that would have been achieved had the transactions occurred on the first day of each of the periods presented or that may be achieved in the future. Other Acquisitions On August 7, 2018, the Company acquired Charles G. Hardy, Inc. (“CGH”). CGH is an interior building products distributor in Paramount, California. The impact of this acquisition is not material to the Company’s Consolidated Financial Statements. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Oct. 31, 2018 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | 4. Goodwill and Intangible Assets Goodwill The following table presents changes in the carrying amount of goodwill during the six months ended October 31, 2018: Carrying Amount (in thousands) Balance as of April 30, 2018 $ 427,645 Goodwill acquired 197,575 Purchase price adjustments 3 Translation adjustment (2,491) Balance as of October 31, 2018 $ 622,732 Intangible Assets The following tables present the components of the Company’s definite-lived intangible assets as of October 31, 2018 and April 30, 2018: Estimated Weighted October 31, 2018 Useful Average Gross Net Lives Amortization Carrying Accumulated Carrying (years) Period Amount Amortization Value (dollars in thousands) Customer relationships 5 - 13 11.9 $ 529,173 $ 181,875 $ 347,298 Definite-lived tradenames 5 - 20 16.3 55,936 5,209 50,727 Vendor agreements 8 - 10 8.3 6,644 3,359 3,285 Developed technology 5 4.9 5,328 451 4,877 Leasehold interests 1 - 15 7.6 3,726 1,129 2,597 Other 3 - 5 3.3 4,117 582 3,535 Totals $ 604,924 $ 192,605 $ 412,319 Estimated Weighted April 30, 2018 Useful Average Gross Net Lives Amortization Carrying Accumulated Carrying (years) Period Amount Amortization Value (dollars in thousands) Customer relationships 5 - 13 10.9 $ 282,547 $ 150,081 $ 132,466 Definite-lived tradenames 5 - 20 18.0 26,250 3,578 22,672 Vendor agreement 8 - 10 8.3 6,644 2,956 3,688 Leasehold interests 7 - 15 9.0 2,866 832 2,034 Other 5 5.0 521 66 455 Totals $ 318,828 $ 157,513 $ 161,315 Definite-lived intangible assets are amortized over their estimated useful lives. The Company amortizes its customer relationships using an accelerated method to match the estimated cash flows generated by such assets, and amortizes its other definite-lived intangibles using the straight-line method because a pattern to which the expected benefits will be consumed or otherwise used up could not be reliably determined. Amortization expense related to definite-lived intangible assets was $19.2 million and $10.7 million for the three months ended October 31, 2018 and 2017, respectively, and $35.0 million and $21.0 million for the six months ended October 31, 2018 and 2017, respectively. Amortization expense is recorded in depreciation and amortization expense in the Condensed Consolidated Statements of Operations and Comprehensive Income. Based on the current amount of definite-lived intangible assets, the Company expects to record amortization expense of approximately $37.6 million during the remaining six months in the year ending April 30, 2019 and $68.0 million, $58.8 million, $49.4 million, $41.3 million and $157.2 million during the years ending April 30, 2020, 2021, 2022, 2023 and thereafter, respectively. Actual amortization expense to be reported in future periods could differ materially from these estimates as a result of acquisitions, changes in useful lives, foreign currency exchange rate fluctuations and other relevant factors. The Company’s indefinite-lived intangible assets consist of tradenames that had a carrying amount of $61.4 million as of October 31, 2018 and April 30, 2018. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Oct. 31, 2018 | |
Long-Term Debt | |
Long-Term Debt | 5. Long-Term Debt The Company’s long‑term debt consisted of the following as of October 31, 2018 and April 30, 2018: October 31, April 30, 2018 2018 (in thousands) First Lien Term Loan (1) (2) $ 976,445 $ 563,179 ABL Facility 153,470 — Capital lease obligations, at an annual rate of 5.50%, due in monthly installments through 2025 100,181 18,564 Installment notes at fixed rates up to 5.0%, due in monthly and annual installments through 2023 (3) 15,132 14,143 Carrying value of debt 1,245,228 595,886 Less current portion 37,725 16,284 Long-term debt $ 1,207,503 $ 579,602 (1) Net of unamortized discount of $2,329 and $2,536 as of October 31, 2018 and April 30, 2018, respectively. (2) Net of deferred financing costs of $13,081 and $6,125 as of October 31, 2018 and April 30, 2018, respectively. (3) Net of unamortized discount of $1,388 and $1,534 as of October 31, 2018 and April 30, 2018, respectively. First Lien Term Loan The Company has a senior secured first lien term loan facility (the "First Lien Facility") that consists of a First Lien Term Loan (the "First Term Loan"). On June 7, 2017, the Company entered into the Second Amendment to First Lien Credit Agreement, dated April 1, 2014 (the “First Lien Credit Agreement”) (the “Second Amendment”), which amended the First Lien Credit Agreement (as previously amended and as supplemented from time to time). The Second Amendment provided for a new first lien term loan facility under the First Lien Credit Agreement in the aggregate principal amount of approximately $577.6 million due on April 1, 2023 that bears interest at a floating rate based on LIBOR plus 3.00%, with a 1.00% floor. Net proceeds were used to repay the outstanding balance of approximately $477.6 million under the existing First Lien Loan and approximately $94.0 million of loans under the Company’s asset based revolving credit facility as well as to pay related expenses. The Company recorded a write-off of debt discount and deferred financing fees of $0.1 million, which is included in write-off of discount and deferred financing fees in the Condensed Consolidated Statements of Operations and Comprehensive Income for the six months ended October 31, 2017. On June 1, 2018, the Company entered into the Third Amendment that provided for a new first lien term loan facility under the First Lien Credit Agreement in the aggregate principal amount of $996.8 million due in June 2025 that bears interest at a floating rate based on LIBOR plus 2.75%, with a 0% floor . The net proceeds from the new first lien term loan facility were used to repay the Company’s existing First Lien Loan outstanding balance of approximately $571.8 million and to finance the acquisition of Titan. As of October 31, 2018, the applicable rate of interest was 5 .05 %. Asset Based Lending Facility The Company has an asset based revolving credit facility (the “ABL Facility”) that provides for aggregate revolving commitments of $345.0 million (including same day swing line borrowings of $34.5 million). GYP Holdings III Corp. is the lead borrower. Extensions of credit under the ABL Facility are limited by a borrowing base calculated periodically based on specified percentages of the value of eligible inventory and eligible accounts receivable, subject to certain reserves and other adjustments. At the Company’s option, the interest rates applicable to the loans under the ABL Facility are based at LIBOR or base rate plus, in each case, an applicable margin. The margins applicable for each elected interest rate are subject to a pricing grid, as defined in the ABL Facility agreement, based on average daily availability for the most recent fiscal quarter. As of October 31, 2018, the applicable rate of interest was 3.93%. The ABL Facility also contains an unused commitment fee subject to utilization, as included in the ABL Facility agreement. During the six months ended October 31, 2018, the Company made net borrowings under the ABL facility of $153.5 million. As of October 31, 2018, the Company had available borrowing capacity of approximately $181.7 million under the ABL Facility. The ABL Facility will mature on November 18, 2021 unless the individual affected lenders agree to extend the maturity of their respective loans under the ABL Facility upon the Company’s request and without the consent of any other lender. The ABL Facility contains a cross default provision with the First Lien Facility. Covenants under the ABL Facility and First Lien Facility The First Lien Facility contains a number of covenants that limit our ability and the ability of our restricted subsidiaries, as described in the First Lien Credit Agreement, to: incur more indebtedness; pay dividends, redeem stock or make other distributions; make investments; create restrictions on the ability of our restricted subsidiaries to pay dividends to us or make other intercompany transfers; create liens securing indebtedness; transfer or sell assets; merge or consolidate; enter into certain transactions with our affiliates; and prepay or amend the terms of certain indebtedness. The Company was in compliance with all restrictive covenants as of October 31, 2018. The ABL Facility contains certain affirmative covenants, including financial and other reporting requirements. The Company was in compliance with all such covenants as of October 31, 2018. Titan Revolving Credit Facility In connection with the acquisition of Titan on June 1, 2018, the Company assumed Titan’s revolving credit facility (the “Titan Facility”) that provides for aggregate revolving commitments of C$105.0 million. The Titan Facility bears interest at the Canadian prime rate plus a marginal rate based on the level determined by Titan’s total debt to EBITDA ratio at the end of the most recently completed fiscal quarter or year. As of October 31, 2018, no amounts were outstanding under the Titan Facility and the Company had available borrowing capacity of approximately C$105.0 million under the Titan Facility. The Titan Facility matures on June 28, 2022. Capital Leases During the six months ended October 31, 2018, the Company amended certain terms of its operating lease agreements for equipment. The amendments would have resulted in capital lease classification of the leases under lease classification criteria had the changed terms been in effect at lease inception. As such, the amended agreements were considered new agreements. The new lease agreements were classified as capital leases as of the date of the modifications based on the application of lease classification criteria. As a result, the Company recorded $73.6 million of capital lease assets and capital lease obligations in its Condensed Consolidated Balance Sheet during the six months ended October 31, 2018 . Debt Maturities As of October 31, 2018, the maturities of long‑term debt were as follows First Lien ABL Capital Installment Term Loan(1) Facility Leases Notes(2) Total Years ending April 30, (in thousands) 2019 (remaining six months) $ 4,983 $ — $ 10,427 $ 1,032 $ 16,442 2020 9,968 — 24,616 4,113 38,697 2021 9,968 — 23,194 3,810 36,972 2022 9,968 153,470 19,457 3,374 186,269 2023 9,968 — 14,268 3,342 27,578 Thereafter 947,000 — 8,219 849 956,068 $ 991,855 $ 153,470 $ 100,181 $ 16,520 $ 1,262,026 (1) Gross of unamortized discount of $2,329 and deferred financing costs of $13,081 as of October 31, 2018. (2) Gross of unamortized discount of $1,388 as of October 31, 2018. |
Income Taxes
Income Taxes | 6 Months Ended |
Oct. 31, 2018 | |
Income Taxes | |
Income Taxes | 6. Income Taxes The Company’s effective income tax rate on continuing operations for the six months ended October 31, 2018 was 24.5% compared to an effective income tax rate of 37.5% for the six months ended October 31, 2017. The decrease in the effective income tax rate was primarily due to the impact of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), the impact of foreign tax rates and other tax effects associated with the acquisition of Titan. The U.S. federal statutory rate is 21.0% . The estimated impact of the Tax Act was based on a preliminary review of the new law and is subject to revision due to, among other things, changes in interpretations of the Tax Act, any legislative action to address questions that arise because of the Tax Act or any updates or changes to estimates the Company has utilized to calculate the impacts. Among the factors that could affect the accuracy of our provisional amounts is uncertainty about the statutory tax rate applicable to our deferred income tax assets and liabilities, since the actual rate will be dependent on the timing of realization or settlement of such assets and liabilities. As of October 31, 2018, we estimated the dates when such realization or settlement would occur. The actual dates when such realization or settlement occurs may be different from our estimates, pending finalization of our fiscal year 2018 tax return, which could result in the ultimate revaluation of our deferred income taxes to be different from our provisional amounts. As of October 31, 2018, the Company recorded $0.1 million of income tax benefit related to tax adjustments made in accordance with SAB 118 with respect to the adjustment of our original provisional estimate of the impact of the Tax Reform Act. Additionally, the Company continues to analyze additional information and guidance related to certain aspects of the Tax Act, such as limitations on the deductibility of executive compensation, conformity or changes by state taxing authorities in response to The Act, and the deductibility of other expenses impacted by the Tax Act. The Company will complete its accounting for the Tax Act once the Company has obtained, prepared and analyzed all information needed (including computations) for its analysis, but no later than one year from the enactment date of the Tax Act. Due to the acquisition of Titan, the Company is now subject to provisions of the Tax Act related to current tax on global intangible low-taxed income (“GILTI”) earned by certain foreign subsidiaries. The FASB Staff Q&A, Topic 740 No. 5, Accounting for Global Intangible Low-Taxed Income, states that an entity can make an accounting policy election to either recognize deferred taxes for temporary differences expected to reverse as GILTI in future years or provide for the tax expense related to GILTI in the year the tax is incurred. We have elected to recognize the tax on GILTI as a period expense in the period the tax is incurred. In general, it is the practice and intention of the Company to reinvest the accumulated earnings of its non-U.S. subsidiaries in those operations. Foreign withholding taxes have not been recognized on the excess of the amount for financial reporting over the tax basis of investments in foreign subsidiaries that is indefinitely reinvested outside the United States. The Company had valuation allowances of $0.4 million against its deferred tax assets related to certain tax jurisdictions as of October 31, 2018 and April 30, 2018. To the extent the Company generates sufficient taxable income in the future to utilize the tax benefits of the net deferred tax assets on which a valuation allowance is recorded, the effective tax rate may decrease as the valuation allowance is reversed. The Company had no reserve for uncertain tax positions as of October 31, 2018 and April 30, 2018. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Oct. 31, 2018 | |
Stockholders’ Equity | |
Stockholders’ Equity | 7. Stockholders’ Equity Accumulated Other Comprehensive Income (Loss) The following table sets forth the changes to accumulated other comprehensive income (loss), net of tax, by component for the six months ended October 31, 2018: Accumulated Other Comprehensive Income (Loss) (in thousands) Accumulated other comprehensive income as of April 30, 2018 $ 441 Foreign currency translation adjustments (8,693) Other comprehensive loss on interest rate cap (237) Reclassification to earnings from accumulated other comprehensive income for interest rate cap 727 Accumulated other comprehensive loss as of October 31, 2018 $ (7,762) Exchangeable Shares In connection with the acquisition of Titan on June 1, 2018, the Company issued 1.1 million Exchangeable Shares. The Exchangeable Shares were issued by an indirect wholly-owned subsidiary of the Company. The Exchangeable Shares rank senior to the Company’s common stock with respect to dividend rights and rights on liquidation, dissolution and winding-up. The holders of the Exchangeable Shares are entitled to receive dividends or distributions that are equal to any dividends or distributions on the Company’s common stock. The holders of the Exchangeable Shares do not have voting rights. The Exchangeable Shares contain rights that allow the holders to exchange their Exchangeable Shares for GMS common stock at any time on a one-for-one basis. If converted, the holders are prevented from transferring such GMS common stock for one year from the Titan acquisition date. The Exchangeable Shares also contain rights that allow the Company, through its indirect wholly-owned subsidiary, to convert the Exchangeable Shares into GMS common stock on or after the fifth anniversary of the initial issuance of the Exchangeable Shares or upon certain events, as defined in the agreement. |
Equity-Based Compensation
Equity-Based Compensation | 6 Months Ended |
Oct. 31, 2018 | |
Equity-Based Compensation | |
Equity-Based Compensation | 8. Equity-Based Compensation General The Company measures compensation cost for all share‑based awards at fair value on the grant date (or measurement date if different) and recognizes compensation expense, net of estimated forfeitures, over the requisite service period for awards expected to vest. The Company estimates the fair value of stock options using the Black-Scholes valuation model, and determines the fair value of restricted stock units based on the quoted price of GMS’s common stock on the date of grant . The Company estimates forfeitures based on historical analysis of actual forfeitures and employee turnover. Actual forfeitures are recorded when incurred and estimated forfeitures are reviewed and adjusted at least annually. Equity-based compensation expense related to stock options and restricted stock units was $1.5 million and $0.8 million during the six months ended October 31, 2018 and 2017, respectively, and is included in selling, general and administrative expenses in the Condensed Consolidated Statements of Operations and Comprehensive Income. Stock Option Awards The following table presents stock option activity for the six months ended October 31, 2018: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Options Price Life (years) Value (shares and dollars in thousands) Outstanding as of April 30, 2018 1,952 $ 14.37 6.52 $ 33,209 Options granted 374 25.58 Options exercised (78) 12.44 Options forfeited (5) 36.23 Options expired — — Outstanding as of October 31, 2018 2,243 $ 16.26 6.64 $ 6,365 Exercisable as of October 31, 2018 1,708 $ 13.14 5.83 $ 6,330 Vested and expected to vest as of October 31, 2018 2,232 $ 16.20 6.63 $ 6,365 The aggregate intrinsic value represents the value of the Company’s closing stock price on the last trading day of the period in excess of the weighted average exercise price multiplied by the number of options outstanding, exercisable or expected to vest. Options expected to vest are unvested shares net of expected forfeitures. The total intrinsic value of options exercised during the six months ended October 31, 2018 and 2017 was $0.7 million and $3.5 million, respectively. As of October 31, 2018 , there was $4.0 million of total unrecognized compensation cost related to stock options. That cost is expected to be recognized over a weighted-average period of 2.6 years. There were no stock options granted during the six months ended October 31, 2017. The fair value of stock options granted during the six months ended October 31, 2018 was estimated using the Black-Scholes option-pricing model with the following assumptions: Six Months Ended October 31, 2018 Volatility 33.71 % Expected life (years) Risk-free interest rate 2.87 % Dividend yield — % The weighted average grant date fair value of options granted during the six months ended October 31, 2018 was $9.72 per share. The expected volatility was based on the average volatility of peer public entities that are similar in size and industry because prior to our IPO we did not have sufficient history to estimate the expected volatility of our common stock price. The expected life of stock options was based on previous history of exercises. The risk‑free rate was based on the U.S. Treasury yield curve in effect at the time of grant for the expected term of the stock option. The expected dividend yield was 0% as we have not declared any common stock dividends to date and do not expect to declare common stock dividends in the near future. The fair value of the underlying common stock at the date of grant was determined based on the value of the Company’s closing stock price on the trading day immediately preceding the date of the grant. Restricted Stock Units The following table presents restricted stock unit activity for the six months ended October 31, 2018: Weighted Number of Average Restricted Exercise Stock Units Price Outstanding as of April 30, 2018 21,766 $ 37.49 Granted 166,973 25.58 Vested (655) 37.49 Forfeited (1,229) 35.37 Outstanding as of October 31, 2018 186,855 $ 26.86 As of October 31, 2018, there was $4.2 million of total unrecognized compensation cost related to nonvested restricted stock units. That cost is expected to be recognized over a weighted-average period of 2.4 years. |
Stock Appreciation Rights, Defe
Stock Appreciation Rights, Deferred Compensation and Redeemable Noncontrolling Interests | 6 Months Ended |
Oct. 31, 2018 | |
Stock Appreciation Rights, Deferred Compensation and Redeemable Noncontrolling Interests | |
Stock Appreciation Rights, Deferred Compensation and Redeemable Noncontrolling Interests | 9. Stock Appreciation Rights, Deferred Compensation and Redeemable Noncontrolling Interests The following table presents a summary of changes to the liabilities for stock appreciation rights, deferred compensation and redeemable noncontrolling interests for the six months ended October 31, 2018: Stock Redeemable Appreciation Deferred Noncontrolling Rights Compensation Interests (in thousands) Balance as of April 30, 2018 $ 21,944 $ 2,222 $ 16,170 Amounts redeemed (534) (711) (4,110) Change in fair value 984 112 702 Balance as of October 31, 2018 $ 22,394 $ 1,623 $ 12,762 Classified as current as of April 30, 2018 $ 308 $ 133 $ 463 Classified as long-term as of April 30, 2018 21,636 2,089 15,707 Classified as current as of October 31, 2018 $ 1,017 $ 7 $ 1,196 Classified as long-term as of October 31, 2018 21,377 1,616 11,566 Total expense related to these instruments was $1.8 million and $2.3 million during the six months ended October 31, 2018 and 2017, respectively, and was included in selling, general and administrative expenses in the Condensed Consolidated Statements of Operations and Comprehensive Income. Stock Appreciation Rights Certain subsidiaries have granted stock appreciation rights to certain employees under which payments are dependent on the appreciation in the book value per share, adjusted for certain provisions, of the applicable subsidiary. Settlements of the awards can be made in a combination of cash or installment notes, generally paid over four years, upon a triggering event. As of October 31, 2018, all stock appreciation rights were vested. Deferred Compensation Subsidiaries’ stockholders have entered into other deferred compensation agreements that granted the stockholders a payment based on a percentage in excess of book value, adjusted for certain provisions, upon an occurrence as defined in the related agreements, which are called “Buy Sell” agreements. These instruments are redeemed in cash or installment notes, generally paid in annual installments over the five years following termination of employment. Redeemable Noncontrolling Interests Noncontrolling interests were issued to certain employees of the subsidiaries. All of the noncontrolling interest awards are subject to mandatory redemption on termination of employment for any reason. These instruments are redeemed in cash or installment notes, generally paid in annual installments over the five years following termination of employment. Liabilities related to these agreements are classified as share-based liability awards and are measured at intrinsic value. Intrinsic value is determined to be the stated redemption value of the shares. Under the terms of the employee agreements, the redemption value is determined based on the book value of the subsidiary, as adjusted for certain items. Upon the termination of employment or other triggering events including death or disability of the noncontrolling stockholders in the Company’s subsidiaries, we are obligated to purchase, or redeem, the noncontrolling interests at either an agreed upon price or a formula value provided in the stockholder agreements. This formula value is typically based on the book value per share of the subsidiary’s equity, including certain adjustments. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Oct. 31, 2018 | |
Fair Value Measurements | |
Fair Value Measurements | 10. Fair Value Measurements Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table presents the estimated carrying amount and fair value of the Company’s assets and liabilities measured at fair value on a recurring basis as of October 31, 2018 and April 30, 2018: October 31, April 30, 2018 2018 (in thousands) Assets: Interest rate cap (Level 2) $ — $ 543 Liabilities: Forward currency forward (Level 2) $ — $ 5,108 Stock appreciation rights (Level 3) 22,394 21,944 Deferred compensation (Level 3) 1,623 2,222 Noncontrolling interest holders (Level 3) 12,762 16,170 Contingent consideration (Level 3) 12,331 — Derivative instruments . The fair value of derivative instruments is determined using Level 2 inputs. Generally, the Company obtains the Level 2 inputs from its counterparties. Substantially all of the inputs are observable in the marketplace throughout the full term of the instruments, which can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. The fair value of the Company’s interest rate cap was determined using widely accepted valuation techniques including a discounted cash flow analysis on the expected cash flows of the derivative. This analysis reflected the contractual terms of the derivatives, including the period to maturity, and used observable market‑based inputs, including interest rate curves and implied volatilities. T he Company’s interest rate cap expired on October 31, 2018. The fair value of the Company’s forward currency forward contract was based on observable market inputs, such as forward rates in active markets. During the six months ended October 31, 2018, the Company recognized a $5.7 million loss on the change in fair value of its foreign currency forward contract, which was settled upon the acquisition on Titan. The loss is included within change in fair value of financial instruments in the Condensed Consolidated Statement of Operations and Comprehensive Income. Stock appreciation rights, deferred compensation and redeemable noncontrolling interests . The fair values of stock appreciation rights, deferred compensation and redeemable noncontrolling interests are determined using Level 3 inputs. These inputs include a volatility rate based on comparable entities, a discount rate, the expected time to redemption of the liabilities, historical values of the book equity of certain subsidiaries and market information for comparable entities. The use of these inputs to derive the fair value of the liabilities at a point in time can result in volatility to the financial statements. See Note 9, “Stock Appreciation Rights, Deferred Compensation and Redeemable Noncontrolling Interests,” for a reconciliation of the beginning and ending balances. Contingent consideration . The fair value of contingent consideration is determined using Level 3 inputs. These inputs include a discount rate and probability adjusted payments. In connection with the acquisition of Titan, the Company assumed certain contingent consideration arrangements that had an estimated fair value of $12.3 million. During the six months ended October 31, 2018, the Company recorded expense of $0.5 million related to the contingent consideration, which was included in selling, general and administrative expenses in the Condensed Consolidated Statement of Operations and Comprehensive Income. Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis Disclosures are required for certain assets and liabilities that are measured at fair value on a nonrecurring basis in periods subsequent to initial recognition. Such measurements of fair value relate primarily to assets and liabilities measured at fair value in connection with business combinations and long-lived asset impairments. For more information on business combinations, see Note 3, “Business Acquisitions.” There were no material long-lived asset impairments during the six months ended October 31, 2018 or 2017. |
Transactions With Related Parti
Transactions With Related Parties | 6 Months Ended |
Oct. 31, 2018 | |
Transactions With Related Parties | |
Transactions With Related Parties | 11. Transactions With Related Parties The Company leases office and warehouse facilities from partnerships or entities owned by certain executive officers and stockholders of GMS Inc. and its subsidiaries. As of October 31, 2018, these leases had expiration dates through fiscal 2025. Rent expense related to these leases was $0.2 million and $0.2 million for the three months ended October 31, 2018 and 2017, respectively, and $0.4 million and $0.4 million for the six months ended October 31, 2018 and 2017, respectively. Rent expense related to these leases is included in selling, general and administrative expenses in the Condensed Consolidated Statements of Operations and Comprehensive Income. The Company purchases inventories from Southern Wall Products, Inc. (“SWP”) on a continuing basis. Certain executive officers and stockholders of the Company are stockholders of SWP, which was spun‑off from Gypsum Management and Supply, Inc. on August 31, 2012. The Company purchased inventory from SWP for distribution in the amount of $3.5 million and $3.7 million during the three months ended October 31, 2018 and 2017, respectively, and $7.0 million and $7.2 million during the six months ended October 31, 2018 and 2017, respectively. Amounts due to SWP for purchases of inventory for distribution were $1.3 million and $1.2 million as of October 31, 2018 and April 30, 2018, respectively, and are included in accounts payable in the Condensed Consolidated Balance Sheets. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Oct. 31, 2018 | |
Commitments and Contingencies | |
Commitments and Contingencies | 12. Commitments and Contingencies The Company is a defendant in various lawsuits and administrative actions associated with personal injuries, claims of former employees, and other events arising in the normal course of business. As discussed in Note 1 “—Insurance Liabilities”, the Company records liabilities for these claims, and assets for amounts recoverable from the insurer, for these claims covered by insurance. |
Segments
Segments | 6 Months Ended |
Oct. 31, 2018 | |
Segments | |
Segments | 13. Segments General The Company has seven operating segments based on geographic operations that it aggregates into one reportable segment. The Company defines operating segments as components of the organization for which discrete financial information is available and operating results are evaluated on a regular basis by the Chief Operating Decision Maker (“CODM”) in order to assess performance and allocate resources. The Company’s CODM is its Chief Executive Officer. The Company determined it has seven operating segments based on the Company’s seven geographic divisions, which are Central, Midwest, Northeast, Southern, Southeast, Western and Canada. On June 1, 2018, the Company acquired Titan, which resulted in the addition of a new operating segment. The Company aggregates its operating segments into a single reportable segment based on similarities between the operating segments’ economic characteristics, nature of products sold, production process, type of customer and methods of distribution. The accounting policies of the operating segments are the same as those described in the summary of significant policies. In addition to the Company’s reportable segment, the Company’s consolidated results include both corporate activities and certain other activities. Corporate includes the Company’s corporate office building and support services provided to its subsidiaries. Other includes Tool Source Warehouse, Inc., which functions primarily as an internal distributor of tools. Segment Results The CODM assesses the Company’s performance based on the periodic review of net sales, Adjusted EBITDA and certain other measures for each of the operating segments. Adjusted EBITDA is not a recognized financial measure under GAAP. However, we believe it assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Management believes Adjusted EBITDA is helpful in highlighting trends in our operating results, while other measures can differ significantly depending on long‑term strategic decisions regarding capital structure, the tax jurisdictions in which companies operate and capital investments. In addition, we utilize Adjusted EBITDA in certain calculations under the ABL Facility and the First Lien Facility. The ABL Facility and the First Lien Facility permit us to make certain additional adjustments in calculating Consolidated EBITDA, such as projected net cost savings, which are not reflected in the Adjusted EBITDA data presented in this Quarterly Report on Form 10‑Q. The following tables present segment results for the three and six months ended October 31, 2018 and 2017: Three Months Ended October 31, 2018 Depreciation and Adjusted Net Sales Gross Profit Amortization EBITDA (in thousands) Geographic divisions $ 827,198 $ 265,815 $ 30,062 $ 86,450 Other 6,639 2,335 55 695 Corporate — — 670 — $ 833,837 $ 268,150 $ 30,787 $ 87,145 Three Months Ended October 31, 2017 Depreciation and Adjusted Net Sales Gross Profit Amortization EBITDA (in thousands) Geographic divisions $ 641,918 $ 210,034 $ 16,466 $ 53,651 Other 6,086 2,226 60 594 Corporate — — 187 — $ 648,004 $ 212,260 $ 16,713 $ 54,245 Six Months Ended October 31, 2018 Depreciation and Adjusted Net Sales Gross Profit Amortization EBITDA (in thousands) Geographic divisions $ 1,598,748 $ 508,390 $ 55,916 $ 161,044 Other 13,233 4,576 113 1,373 Corporate — — 1,080 — $ 1,611,981 $ 512,966 $ 57,109 $ 162,417 Six Months Ended October 31, 2017 Depreciation and Adjusted Net Sales Gross Profit Amortization EBITDA (in thousands) Geographic divisions $ 1,278,285 $ 413,059 $ 32,492 $ 105,877 Other 11,876 4,305 124 1,117 Corporate — — 442 — $ 1,290,161 $ 417,364 $ 33,058 $ 106,994 The following table presents a reconciliation of Adjusted EBITDA to net income for the three and six months ended October 31, 2018 and 2017: Three Months Ended Six Months Ended October 31, October 31, 2018 2017 2018 2017 (in thousands) Net income $ 24,912 $ 18,023 $ 33,562 $ 33,366 Interest expense 19,182 7,917 35,370 15,417 Write-off of debt discount and deferred financing fees — — — 74 Interest income 203 (26) (33) (49) Income tax expense 8,059 9,983 10,895 20,043 Depreciation expense 11,538 6,023 22,148 12,013 Amortization expense 19,249 10,690 34,961 21,045 Stock appreciation expense(a) 649 642 983 1,232 Redeemable noncontrolling interests(b) 282 164 813 1,030 Equity-based compensation(c) 1,094 375 1,498 847 Severance and other permitted costs(d) 882 113 5,718 317 Transaction costs (acquisitions and other)(e) 841 88 5,594 246 Gain on sale of assets (173) (207) (294) (597) Effects of fair value adjustments to inventory(f) — 187 4,129 187 Change in fair value of financial instruments(g) 376 238 6,395 434 Secondary public offering costs(h) — — — 631 Debt transaction costs(i) 51 35 678 758 Adjusted EBITDA $ 87,145 $ 54,245 $ 162,417 $ 106,994 (a) Represents non‑cash income or expenses related to stock appreciation rights agreements. (b) Represents non‑cash compensation expense related to changes in the redemption values of noncontrolling interests . (c) Represents non‑cash equity‑based compensation expense related to the issuance of share-based awards. (d) Represents severance expenses and other costs permitted in calculations under the ABL Facility and the First Lien Facility. (e) Represents one‑time costs related to acquisitions paid to third parties. (f) Represents the non‑cash cost of sales impact of purchase accounting adjustments to increase inventory to its estimated fair value. (g) Represents the mark‑to‑market adjustments for derivative financial instruments. (h) Represents one-time costs related to our secondary offering paid to third-party advisors. (i) Represents costs paid to third party advisors related to debt refinancing activities. Revenues by Product The following table presents the Company’s net sales to external customers by main product lines for the three and six months ended October 31, 2018 and 2017: Three Months Ended Six Months Ended October 31, October 31, 2018 2017 2018 2017 (in thousands) Wallboard $ 334,688 $ 288,498 $ 652,423 $ 573,155 Ceilings 118,376 101,646 234,231 201,356 Steel framing 135,760 103,203 264,872 207,854 Other products 245,013 154,657 460,455 307,796 Total net sales $ 833,837 $ 648,004 $ 1,611,981 $ 1,290,161 Geographic Information The following table presents the Company’s net sales by major geographic area for the three and six months ended October 31, 2018 and 2017: Three Months Ended Six Months Ended October 31, October 31, 2018 2017 2018 2017 (in thousands) United States $ 706,347 $ 648,004 $ 1,397,078 $ 1,290,161 Canada 127,490 — 214,903 — Total net sales $ 833,837 $ 648,004 $ 1,611,981 $ 1,290,161 The average exchange rates for translating Canada net sales from Canadian dollars to U.S. dollars were 0.7697 and 0.7679 for the three and six months ended October 31, 2018, respectively. The average exchange rates were 0.7965 and 0.7862 for the three and six months ended October 31, 2017, respectively. The following table presents the Company’s long-lived assets by major geographic area as of October 31, 2018 and April 30, 2018: October 31, April 30, 2018 2018 (in thousands) United States $ 876,224 $ 813,909 Canada 497,820 — Total long-lived assets $ 1,374,044 $ 813,909 |
Earnings Per Common Share
Earnings Per Common Share | 6 Months Ended |
Oct. 31, 2018 | |
Earnings Per Common Share | |
Earnings Per Common Share | 14. Earnings Per Common Share The following table sets forth the computation of basic and diluted earnings per share of common stock for the three and six months ended October 31, 2018 and 2017: Three Months Ended Six Months Ended October 31, October 31, 2018 2017 2018 2017 (in thousands, except per share data) Net income $ 24,912 $ 18,023 $ 33,562 $ 33,366 Less: Net income allocated to participating securities 665 — 751 — Net income attributable to common stockholders $ 24,247 $ 18,023 $ 32,811 $ 33,366 Basic earnings per common share: Basic weighted average common shares outstanding 41,149 41,006 41,121 40,988 Basic earnings per common share $ 0.59 $ 0.44 $ 0.80 $ 0.81 Diluted earnings per common share: Basic weighted average common shares outstanding 41,149 41,006 41,121 40,988 Add: Common Stock Equivalents 769 1,140 875 1,149 Diluted weighted average common shares outstanding 41,918 42,146 41,996 42,137 Diluted earnings per common share $ 0.58 $ 0.43 $ 0.78 $ 0.79 |
Subsequent Event
Subsequent Event | 6 Months Ended |
Oct. 31, 2018 | |
Subsequent Event | |
Subsequent Event | 15. Subsequent Event On November 30, 2018, our Board of Directors authorized a common stock repurchase program to repurchase up to $75.0 million of our outstanding common stock. We intend to conduct repurchases under the share repurchase program through open market transactions, under trading plans in accordance with Rule 10b5-1 and/or in privately negotiated transactions, in each case in compliance with Rule 10b-18 under the Exchange Act of 1934, as amended, subject to a variety of factors, including, but not limited to, our liquidity, credit availability, general business and market conditions, our debt covenant restrictions and the availability of alternative investment opportunities. |
Business, Basis of Presentati_2
Business, Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Oct. 31, 2018 | |
Business, Basis of Presentation and Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements included in this Quarterly Report on Form 10‑Q have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission that permit reduced disclosure for interim periods. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all normal and recurring adjustments necessary for a fair presentation of the results of operations, financial position and cash flows. All adjustments are of a normal recurring nature unless otherwise disclosed. The results of operations for interim periods are not necessarily indicative of results for any other interim period or the entire fiscal year . As a result, the unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements included in our Annual Report on Form 10‑K for the fiscal year ended April 30, 2018. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements present the results of operations, financial position and cash flows of the Company and its subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation. The results of operations of businesses acquired are included from their respective dates of acquisition. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Foreign Currency Translation | Foreign Currency Translation Assets and liabilities of the Company’s Canadian subsidiaries are translated at the exchange rate prevailing at the balance sheet date, while income and expenses are translated at average rates for the period. Translation gains and losses are reported as a separate component of stockholders’ equity and other comprehensive income. Gains and losses on foreign currency transactions are recognized in the Condensed Consolidated Statements of Operations and Comprehensive Income within other income, net. |
Insurance Liabilities | Insurance Liabilities The Company is self‑insured for certain losses related to medical claims. The Company has stop‑loss coverage to limit the exposure arising from medical claims. The Company has deductible‑based insurance policies for certain losses related to general liability, automobile and workers’ compensation. The deductible amount per incident is $0.3 million, $0.5 million and $1.0 million for general liability, workers’ compensation and automobile, respectively. The coverage consists of a primary layer and an excess layer. The primary layer of coverage is from $0.5 million to $2.0 million and the excess layer cover claims from $2.0 million to $100.0 million. The expected ultimate cost for claims incurred as of the balance sheet date is not discounted and is recognized as a liability. Insurance losses for claims filed and claims incurred but not reported are accrued based upon estimates of the aggregate liability for uninsured claims using loss development factors, actuarial assumptions and historical loss development experience. As of October 31, 2018 and April 30, 2018, the aggregate liabilities for medical self‑insurance were $3.7 million and $4.1 million, respectively, and are included in other accrued expenses and current liabilities in the Condensed Consolidated Balance Sheets. As of October 31, 2018 and April 30, 2018, reserves for general liability, automobile and workers’ compensation totaled approximately $16.6 million and $14.7 million, respectively, and are included in other accrued expenses and current liabilities and other liabilities in the Condensed Consolidated Balance Sheets. As of October 31, 2018 and April 30, 2018, expected recoveries for medical self‑insurance, general liability, automobile and workers’ compensation totaled approximately $7.1 million and $4.8 million, respectively, and are included in prepaid expenses and other current assets and other assets in the Condensed Consolidated Balance Sheets. |
Restructuring | Restructuring The Company recognizes a liability for costs associated with an exit or disposal activity when the liability is incurred. After the appropriate level of management approves the detailed restructuring plan and the appropriate criteria for recognition are met, the Company establishes accruals for employee termination and other costs, as applicable. During the six months ended October 31, 2018, the Company initiated a reduction in workforce as part of a strategic cost reduction plan to improve operational efficiency. The Company recorded $5.0 million of restructuring costs during the six months ended October 31, 2018 in connection with the reduction in workforce and certain other restructuring activities, consisting primarily of severance and other employee costs. Such costs are classified within selling, general and administrative expenses in the Condensed Consolidated Statements of Operations and Comprehensive Income. The Company made payments of $2.9 million during the six months ended October 31, 2018. As of October 31, 2018, the Company had a remaining liability of $2.1 million, which was classified within other accrued expenses and current liabilities in the Condensed Consolidated Balance Sheet. |
Income Taxes | Income Taxes The Company considers each interim period an integral part of the annual period and measures tax expense (benefit) using an estimated annual effective income tax rate. Estimates of the annual effective income tax rate at the end of interim periods are, out of necessity, based on evaluation of possible future events and transactions and may be subject to subsequent refinement or revision. The Company forecasts its estimated annual effective income tax rate and then applies that rate to its year‑to‑date pre‑tax ordinary income (loss), subject to certain loss limitation provisions. In addition, certain specific transactions are excluded from the Company’s estimated annual effective tax rate computation, but are discretely recognized within income tax expense (benefit) in their respective interim period. Future changes in the forecasted annual income (loss) projections, tax rate changes, or discrete tax items could result in significant adjustments to quarterly income tax expense (benefit) in future periods. The Company evaluates its deferred tax assets quarterly to determine if valuation allowances are required. In this evaluation, the Company considers both positive and negative evidence in determining whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The primary negative evidence considered includes the cumulative operating losses generated in prior periods. The primary positive evidence considered includes the reversal of deferred tax liabilities primarily related to depreciation and amortization that would occur within the same jurisdiction and during the carryforward period necessary to absorb the federal and state net operating losses and other deferred tax assets. Deferred tax assets and liabilities are computed by applying the federal and state income tax rates in effect to the gross amounts of temporary differences and other tax attributes, such as net operating loss carry‑forwards. In assessing if the deferred tax assets will be realized, the Company considers whether it is more likely than not that some or all of these deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which these deductible temporary differences reverse. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Authoritative guidance for fair value measurements establishes a three‑level hierarchy that prioritizes the inputs to valuation models based upon the degree to which they are observable. The three levels of the fair value measurement hierarchy are as follows: Level 1 Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date. Level 2 Inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 Inputs are unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions. The carrying values of the Company’s cash, cash equivalents, trade receivables and trade payables approximate their fair values because of their short‑term nature. Based on borrowing rates available to the Company for loans with similar terms, the carrying values of the Company’s debt instruments approximate fair value. See Note 10, “Fair Value Measurements,” for additional information with respect to the Company’s fair value measurements. |
Earnings Per Share | Earnings Per Share Basic earnings per share is computed by dividing net income available to common stockholders by the weighted average number of outstanding shares of common stock for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock, including stock options and restricted stock units (collectively “Common Stock Equivalents”), were exercised or converted into common stock . The dilutive effect of outstanding stock options and restricted stock units is reflected in diluted earnings per share by application of the treasury stock method. In applying the treasury stock method for stock-based compensation arrangements, the assumed proceeds are computed as the sum of the amount the employee must pay upon exercise and the amount of compensation cost attributed to future services and not yet recognized. Diluted earnings per share is computed by increasing the weighted‑average number of outstanding shares of common stock computed in basic earnings per share to include the dilutive effect of Common Stock Equivalents for the period. In periods of net loss, the number of shares used to calculate diluted loss per share is the same as basic net loss per share. The holders of the Company’s Exchangeable Shares (as defined in Note 3, “Business Acquisitions” and further described in Note 7, “Stockholders’ Equity”) are entitled to receive dividends or distributions that are equal to any dividends or distributions on the Company’s common stock. As a result, the Exchangeable Shares are classified as a participating security and thereby require the allocation of income that would have otherwise been available to common stockholders when calculating earnings per share. Diluted earnings per share is calculated by utilizing the most dilutive result of the if-converted and two-class methods. In both methods, net income attributable to common shareholders and the weighted-average common shares outstanding are adjusted to account for the impact of the assumed issuance of potential common shares that are dilutive, subject to dilution sequencing rules. |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements Revenue recognition — In May 2014, the Financial Accounting Standards Board (the “FASB”) issued authoritative guidance on revenue from contracts with customers. The new guidance supersedes most existing revenue recognition guidance and outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The core principle of the revenue model is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard also requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers . In August 2015, the FASB issued guidance that deferred the effective date by one year. The standard is required to be adopted by public business entities in annual periods beginning on or after December 15, 2017, and interim periods within those annual periods, and may be applied on a full retrospective or modified retrospective approach. Early adoption at the original effective date is permitted. The Company adopted this guidance on May 1, 2018 (the first day of fiscal 2019) using the modified retrospective approach. The adoption of the new guidance, using the modified retrospective approach, did not have a material impact on the Company’s financial statements. The adoption of the new guidance resulted in a $3.6 million reclassification in the Condensed Consolidated Balance Sheet from trade accounts and notes receivable to other accrued expenses and current liabilities for estimated sales returns. The adoption of the new revenue guidance also resulted in additional disclosures regarding the Company’s revenue recognition. The additional disclosures required by this new standard are contained in Note 2, “Revenue.” Statement of Cash Flows – In August 2016, the FASB issued new guidance to reduce diversity in practice related to certain cash receipts and payment in the statement of cash flows by adding or clarifying guidance on eight specific cash flow issues. The new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017 . Early adoption is permitted. The Company adopted this guidance on May 1, 2018. As a result of the adoption, the Company now classifies cash payments for debt prepayment or debt extinguishment costs, including third-party costs and other fees paid to lenders that are directly related to the debt prepayment or debt extinguishment, as cash outflows for financing activities. This resulted in a $2.7 million reclass from cash (used in) provided by operating activities (specifically the line item changes in other accrued expenses and current liabilities) to cash provided by financing activities (specifically the line item debt issuance costs) in the Condensed Consolidated Statement of Cash Flows for the six months ended October 31, 2017. The adoption did not have any other material impact on the Company’s financial statements. Income Taxes – In October 2016, the FASB issued new guidance intended to improve the accounting for intra-entity transfers of assets other than inventory by requiring recognition of income tax consequences when such a transfer occurs. The new guidance is effective for annual and interim periods beginning after December 15, 2017. Early adoption is permitted. The amendments in this update should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company adopted this guidance on May 1, 2018 with no material impact on its financial statements. Recently Issued Accounting Pronouncements Leases —In February 2016, the FASB issued authoritative guidance on accounting for leases. The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than twelve months. Leases will be classified as either finance or operating, with such classification affecting the pattern of expense recognition in the statement of operations. The new standard is effective for the Company’s fiscal year beginning May 1, 2019 (the first day of fiscal 2020), including interim reporting periods within that fiscal year. A modified transition approach is required for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. While the Company is still evaluating the impact of its pending adoption of the new standard on its financial statements, the Company expects that the adoption will result in a material increase in the assets and liabilities recorded on our Condensed Consolidated Balance Sheets and additional qualitative and quantitative disclosures . On July 30, 2018, the FASB issued new guidance that provides entities with an additional (and optional) transition method to adopt the new lease standard. Under this new transition method, an entity initially applies the new lease standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. We have not yet determined whether we will use the newly permitted adoption method. Goodwill – In January 2017, the FASB issued authoritative guidance that simplifies the accounting for goodwill impairments by eliminating Step 2 from the goodwill impairment test . Under the new guidance, goodwill impairment will be the amount by which a reporting unit’s carrying value exceeds its fair value. The new standard is effective for annual and any interim impairment tests for periods beginning after December 15, 2019. Early adoption is permitted. The Company does not expect the adoption of this standard to have a material impact on its financial statements. Accumulated Other Comprehensive Income – In February 2018, the FASB issued authoritative guidance which permits entities to reclassify, to retained earnings, the one-time income tax effects stranded in accumulated other comprehensive income arising from the change in the U.S. federal corporate tax rate as a result of the Tax Cuts and Jobs Act of 2017. An entity that elects to make this reclassification must consider all items in accumulated other comprehensive income that have tax effects stranded as a result of the tax rate change, and must disclose the reclassification of these tax effects as well as the entity’s policy for releasing income tax effects from accumulated other comprehensive income. The new guidance may be applied either retrospectively or as of the beginning of the period of adoption. The new guidance is effective for annual and interim periods beginning after December 15, 2018. Early adoption is permitted. The Company plans to adopt this guidance on May 1, 2019 (the first day of fiscal 2020). While this guidance will have no impact on the Company’s results of operations, the Company is currently assessing this standard’s impact on its consolidated financial position. Cloud Computing Costs – In August 2018, the FASB issued new guidance that clarifies the accounting treatment for implementation costs for cloud computing arrangements (hosting arrangements) that is a service contract. This guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within that fiscal year. Early adoption is permitted. The Company is currently assessing the effect that this new guidance will have on its financial position, results of operations and disclosures. Fair Value Measurement Disclosures – In August 2018, the FASB issued new guidance that changes certain fair value measurement disclosure requirements . This guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. An entity is permitted to early adopt all of the disclosure changes or early adopt only the removed disclosure requirements and delay adoption of the additional disclosures until the effective date of this amendment. Except for changes to certain disclosures related to fair value measurements, the Company does not expect the adoption of this standard to have a material impact on its financial statements . |
Business Acquisitions (Tables)
Business Acquisitions (Tables) - Titan | 6 Months Ended |
Oct. 31, 2018 | |
Acquisition of Titan | |
Schedule of preliminary allocation of the consideration transferred | The following table summarizes the preliminary allocation of the consideration transferred based on currently available information (in thousands): Cash $ 5,573 Trade accounts and notes receivable 84,039 Inventories 60,272 Prepaid and other current assets 8,334 Property and equipment 37,263 Goodwill 196,969 Intangible assets 289,423 Accounts payable and accrued expenses (40,833) Contingent consideration (12,039) Deferred income taxes (14,337) Fair value of consideration transferred $ 614,664 |
Schedule of preliminary components of intangible assets acquired | The following table summarizes the preliminary components of intangible assets acquired in connection with the acquisition of Titan (dollars in thousands): Weighted Average Amortization Fair Value Period (Years) Customer relationships $ 250,041 13 Tradenames 30,098 15 Developed technology 5,402 5 Non-compete agreements 3,010 3 Other 872 3 Total intangible assets $ 289,423 |
Schedule of unaudited pro forma consolidated net sales and net income | The following table represents the unaudited pro forma consolidated net sales and net income for the Company for the periods indicated (in thousands): Three Months Ended Six Months Ended October 31, October 31, 2018 2017 2018 2017 Net sales $ 833,837 $ 777,146 $ 1,657,137 $ 1,544,980 Net income 24,912 20,438 30,079 37,674 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Oct. 31, 2018 | |
Goodwill and Intangible Assets | |
Schedule of changes in the carrying amount of goodwill | Carrying Amount (in thousands) Balance as of April 30, 2018 $ 427,645 Goodwill acquired 197,575 Purchase price adjustments 3 Translation adjustment (2,491) Balance as of October 31, 2018 $ 622,732 |
Schedule of components of definite-lived intangible assets | Estimated Weighted October 31, 2018 Useful Average Gross Net Lives Amortization Carrying Accumulated Carrying (years) Period Amount Amortization Value (dollars in thousands) Customer relationships 5 - 13 11.9 $ 529,173 $ 181,875 $ 347,298 Definite-lived tradenames 5 - 20 16.3 55,936 5,209 50,727 Vendor agreements 8 - 10 8.3 6,644 3,359 3,285 Developed technology 5 4.9 5,328 451 4,877 Leasehold interests 1 - 15 7.6 3,726 1,129 2,597 Other 3 - 5 3.3 4,117 582 3,535 Totals $ 604,924 $ 192,605 $ 412,319 Estimated Weighted April 30, 2018 Useful Average Gross Net Lives Amortization Carrying Accumulated Carrying (years) Period Amount Amortization Value (dollars in thousands) Customer relationships 5 - 13 10.9 $ 282,547 $ 150,081 $ 132,466 Definite-lived tradenames 5 - 20 18.0 26,250 3,578 22,672 Vendor agreement 8 - 10 8.3 6,644 2,956 3,688 Leasehold interests 7 - 15 9.0 2,866 832 2,034 Other 5 5.0 521 66 455 Totals $ 318,828 $ 157,513 $ 161,315 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Oct. 31, 2018 | |
Long-Term Debt | |
Schedule of long-term debt | October 31, April 30, 2018 2018 (in thousands) First Lien Term Loan (1) (2) $ 976,445 $ 563,179 ABL Facility 153,470 — Capital lease obligations, at an annual rate of 5.50%, due in monthly installments through 2025 100,181 18,564 Installment notes at fixed rates up to 5.0%, due in monthly and annual installments through 2023 (3) 15,132 14,143 Carrying value of debt 1,245,228 595,886 Less current portion 37,725 16,284 Long-term debt $ 1,207,503 $ 579,602 (1) Net of unamortized discount of $2,329 and $2,536 as of October 31, 2018 and April 30, 2018, respectively. (2) Net of deferred financing costs of $13,081 and $6,125 as of October 31, 2018 and April 30, 2018, respectively. (3) Net of unamortized discount of $1,388 and $1,534 as of October 31, 2018 and April 30, 2018, respectively. |
Scheduled principal payments of long-term debt | As of October 31, 2018, the maturities of long‑term debt were as follows First Lien ABL Capital Installment Term Loan(1) Facility Leases Notes(2) Total Years ending April 30, (in thousands) 2019 (remaining six months) $ 4,983 $ — $ 10,427 $ 1,032 $ 16,442 2020 9,968 — 24,616 4,113 38,697 2021 9,968 — 23,194 3,810 36,972 2022 9,968 153,470 19,457 3,374 186,269 2023 9,968 — 14,268 3,342 27,578 Thereafter 947,000 — 8,219 849 956,068 $ 991,855 $ 153,470 $ 100,181 $ 16,520 $ 1,262,026 (1) Gross of unamortized discount of $2,329 and deferred financing costs of $13,081 as of October 31, 2018. (2) Gross of unamortized discount of $1,388 as of October 31, 2018. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Oct. 31, 2018 | |
Stockholders’ Equity | |
Schedule of changes to accumulated other comprehensive income (loss), net of tax, by component | Accumulated Other Comprehensive Income (Loss) (in thousands) Accumulated other comprehensive income as of April 30, 2018 $ 441 Foreign currency translation adjustments (8,693) Other comprehensive loss on interest rate cap (237) Reclassification to earnings from accumulated other comprehensive income for interest rate cap 727 Accumulated other comprehensive loss as of October 31, 2018 $ (7,762) |
Equity-Based Compensation - (Ta
Equity-Based Compensation - (Tables) | 6 Months Ended |
Oct. 31, 2018 | |
Equity-Based Compensation | |
Summary of stock option activity | Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Options Price Life (years) Value (shares and dollars in thousands) Outstanding as of April 30, 2018 1,952 $ 14.37 6.52 $ 33,209 Options granted 374 25.58 Options exercised (78) 12.44 Options forfeited (5) 36.23 Options expired — — Outstanding as of October 31, 2018 2,243 $ 16.26 6.64 $ 6,365 Exercisable as of October 31, 2018 1,708 $ 13.14 5.83 $ 6,330 Vested and expected to vest as of October 31, 2018 2,232 $ 16.20 6.63 $ 6,365 |
Schedule of weighted average assumptions used in Black-Scholes option-pricing model | Six Months Ended October 31, 2018 Volatility 33.71 % Expected life (years) Risk-free interest rate 2.87 % Dividend yield — % |
Summary of restricted stock unity activity | Weighted Number of Average Restricted Exercise Stock Units Price Outstanding as of April 30, 2018 21,766 $ 37.49 Granted 166,973 25.58 Vested (655) 37.49 Forfeited (1,229) 35.37 Outstanding as of October 31, 2018 186,855 $ 26.86 |
Stock Appreciation Rights, De_2
Stock Appreciation Rights, Deferred Compensation and Redeemable Noncontrolling Interests (Tables) | 6 Months Ended |
Oct. 31, 2018 | |
Stock Appreciation Rights, Deferred Compensation and Redeemable Noncontrolling Interests | |
Summary of changes to liability for equity based compensation arrangements | Stock Redeemable Appreciation Deferred Noncontrolling Rights Compensation Interests (in thousands) Balance as of April 30, 2018 $ 21,944 $ 2,222 $ 16,170 Amounts redeemed (534) (711) (4,110) Change in fair value 984 112 702 Balance as of October 31, 2018 $ 22,394 $ 1,623 $ 12,762 Classified as current as of April 30, 2018 $ 308 $ 133 $ 463 Classified as long-term as of April 30, 2018 21,636 2,089 15,707 Classified as current as of October 31, 2018 $ 1,017 $ 7 $ 1,196 Classified as long-term as of October 31, 2018 21,377 1,616 11,566 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Oct. 31, 2018 | |
Fair Value Measurements | |
Schedule of assets and liabilities measured at fair value on a recurring basis | October 31, April 30, 2018 2018 (in thousands) Assets: Interest rate cap (Level 2) $ — $ 543 Liabilities: Forward currency forward (Level 2) $ — $ 5,108 Stock appreciation rights (Level 3) 22,394 21,944 Deferred compensation (Level 3) 1,623 2,222 Noncontrolling interest holders (Level 3) 12,762 16,170 Contingent consideration (Level 3) 12,331 — |
Segments (Tables)
Segments (Tables) | 6 Months Ended |
Oct. 31, 2018 | |
Segments | |
Schedule of segment results | Three Months Ended October 31, 2018 Depreciation and Adjusted Net Sales Gross Profit Amortization EBITDA (in thousands) Geographic divisions $ 827,198 $ 265,815 $ 30,062 $ 86,450 Other 6,639 2,335 55 695 Corporate — — 670 — $ 833,837 $ 268,150 $ 30,787 $ 87,145 Three Months Ended October 31, 2017 Depreciation and Adjusted Net Sales Gross Profit Amortization EBITDA (in thousands) Geographic divisions $ 641,918 $ 210,034 $ 16,466 $ 53,651 Other 6,086 2,226 60 594 Corporate — — 187 — $ 648,004 $ 212,260 $ 16,713 $ 54,245 Six Months Ended October 31, 2018 Depreciation and Adjusted Net Sales Gross Profit Amortization EBITDA (in thousands) Geographic divisions $ 1,598,748 $ 508,390 $ 55,916 $ 161,044 Other 13,233 4,576 113 1,373 Corporate — — 1,080 — $ 1,611,981 $ 512,966 $ 57,109 $ 162,417 Six Months Ended October 31, 2017 Depreciation and Adjusted Net Sales Gross Profit Amortization EBITDA (in thousands) Geographic divisions $ 1,278,285 $ 413,059 $ 32,492 $ 105,877 Other 11,876 4,305 124 1,117 Corporate — — 442 — $ 1,290,161 $ 417,364 $ 33,058 $ 106,994 |
Reconciliation of Adjusted EBITDA to net income | Three Months Ended Six Months Ended October 31, October 31, 2018 2017 2018 2017 (in thousands) Net income $ 24,912 $ 18,023 $ 33,562 $ 33,366 Interest expense 19,182 7,917 35,370 15,417 Write-off of debt discount and deferred financing fees — — — 74 Interest income 203 (26) (33) (49) Income tax expense 8,059 9,983 10,895 20,043 Depreciation expense 11,538 6,023 22,148 12,013 Amortization expense 19,249 10,690 34,961 21,045 Stock appreciation expense(a) 649 642 983 1,232 Redeemable noncontrolling interests(b) 282 164 813 1,030 Equity-based compensation(c) 1,094 375 1,498 847 Severance and other permitted costs(d) 882 113 5,718 317 Transaction costs (acquisitions and other)(e) 841 88 5,594 246 Gain on sale of assets (173) (207) (294) (597) Effects of fair value adjustments to inventory(f) — 187 4,129 187 Change in fair value of financial instruments(g) 376 238 6,395 434 Secondary public offering costs(h) — — — 631 Debt transaction costs(i) 51 35 678 758 Adjusted EBITDA $ 87,145 $ 54,245 $ 162,417 $ 106,994 (a) Represents non‑cash income or expenses related to stock appreciation rights agreements. (b) Represents non‑cash compensation expense related to changes in the redemption values of noncontrolling interests . (c) Represents non‑cash equity‑based compensation expense related to the issuance of share-based awards. (d) Represents severance expenses and other costs permitted in calculations under the ABL Facility and the First Lien Facility. (e) Represents one‑time costs related to acquisitions paid to third parties. (f) Represents the non‑cash cost of sales impact of purchase accounting adjustments to increase inventory to its estimated fair value. (g) Represents the mark‑to‑market adjustments for derivative financial instruments. (h) Represents one-time costs related to our secondary offering paid to third-party advisors. (i) Represents costs paid to third party advisors related to debt refinancing activities. |
Schedule of net sales to external customers by main product lines | Three Months Ended Six Months Ended October 31, October 31, 2018 2017 2018 2017 (in thousands) Wallboard $ 334,688 $ 288,498 $ 652,423 $ 573,155 Ceilings 118,376 101,646 234,231 201,356 Steel framing 135,760 103,203 264,872 207,854 Other products 245,013 154,657 460,455 307,796 Total net sales $ 833,837 $ 648,004 $ 1,611,981 $ 1,290,161 |
Schedule of net sales by major geographic area | Three Months Ended Six Months Ended October 31, October 31, 2018 2017 2018 2017 (in thousands) United States $ 706,347 $ 648,004 $ 1,397,078 $ 1,290,161 Canada 127,490 — 214,903 — Total net sales $ 833,837 $ 648,004 $ 1,611,981 $ 1,290,161 |
Schedule of long-lived assets by major geographic area | October 31, April 30, 2018 2018 (in thousands) United States $ 876,224 $ 813,909 Canada 497,820 — Total long-lived assets $ 1,374,044 $ 813,909 |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 6 Months Ended |
Oct. 31, 2018 | |
Earnings Per Common Share | |
Schedule of computation of basic and diluted earnings per share of common stock | Three Months Ended Six Months Ended October 31, October 31, 2018 2017 2018 2017 (in thousands, except per share data) Net income $ 24,912 $ 18,023 $ 33,562 $ 33,366 Less: Net income allocated to participating securities 665 — 751 — Net income attributable to common stockholders $ 24,247 $ 18,023 $ 32,811 $ 33,366 Basic earnings per common share: Basic weighted average common shares outstanding 41,149 41,006 41,121 40,988 Basic earnings per common share $ 0.59 $ 0.44 $ 0.80 $ 0.81 Diluted earnings per common share: Basic weighted average common shares outstanding 41,149 41,006 41,121 40,988 Add: Common Stock Equivalents 769 1,140 875 1,149 Diluted weighted average common shares outstanding 41,918 42,146 41,996 42,137 Diluted earnings per common share $ 0.58 $ 0.43 $ 0.78 $ 0.79 |
Business, Basis of Presentati_3
Business, Basis of Presentation and Summary of Significant Accounting Policies - Business (Details) | 6 Months Ended |
Oct. 31, 2018item | |
Minimum | |
Business | |
Number of distribution centers | 245 |
Business, Basis of Presentati_4
Business, Basis of Presentation and Summary of Significant Accounting Policies - Insurance Liabilities (Details) - USD ($) $ in Millions | Oct. 31, 2018 | Apr. 30, 2018 |
Other accrued expenses and current liabilities. | ||
Insurance Liabilities | ||
Aggregate liabilities for medical self-insurance | $ 3.7 | $ 4.1 |
General liability | ||
Insurance Liabilities | ||
Deductible amount | 0.3 | |
Workers' compensation | ||
Insurance Liabilities | ||
Deductible amount | 0.5 | |
Automobile | ||
Insurance Liabilities | ||
Deductible amount | 1 | |
General liability, workers' compensation and automobile | Other accrued expenses and current liabilities. | ||
Insurance Liabilities | ||
Reserve for insurance | 16.6 | 14.7 |
General liability, workers' compensation and automobile | Prepaid expenses and other current assets | ||
Insurance Liabilities | ||
Insurance recovery receivable | 7.1 | $ 4.8 |
General liability, workers' compensation and automobile | Minimum | ||
Insurance Liabilities | ||
Primary layer of insurance coverage | 0.5 | |
Excess layer of insurance coverage | 2 | |
General liability, workers' compensation and automobile | Maximum | ||
Insurance Liabilities | ||
Primary layer of insurance coverage | 2 | |
Excess layer of insurance coverage | $ 100 |
Business, Basis of Presentati_5
Business, Basis of Presentation and Summary of Significant Accounting Policies - Restructuring charges (Details) $ in Millions | 6 Months Ended |
Oct. 31, 2018USD ($) | |
Payments | $ 2.9 |
Other accrued expenses and current liabilities | |
Remaining liability | 2.1 |
Selling, general and administrative expenses | |
Restructuring costs | $ 5 |
Business, Basis of Presentati_6
Business, Basis of Presentation and Summary of Significant Accounting Policies - Recent Accounting Pronouncements (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Oct. 31, 2018 | Oct. 31, 2017 | Apr. 30, 2018 | |
Adoption of new accounting pronouncement | |||
Trade accounts and notes receivable | $ 479,327 | $ 346,450 | |
Other accrued expenses and current liabilities | 66,727 | $ 45,146 | |
Other accrued expenses and liabilities | 5,325 | $ 2,170 | |
Debt issuance costs | 7,933 | 3,283 | |
ASU 2014-09 | |||
Adoption of new accounting pronouncement | |||
Trade accounts and notes receivable | 3,600 | ||
Other accrued expenses and current liabilities | $ 3,600 | ||
ASU 2016-15 | |||
Adoption of new accounting pronouncement | |||
Other accrued expenses and liabilities | 2,700 | ||
Debt issuance costs | $ 2,700 |
Revenues (Details)
Revenues (Details) - USD ($) $ in Millions | 6 Months Ended | |
Oct. 31, 2018 | May 01, 2018 | |
Revenue | ||
Revenue, Practical Expedient, Financing Component [true/false] | true | |
Revenue, Practical Expedient, Remaining Performance Obligation [true/false] | true | |
Receivables from contracts with customers | $ 445.4 | $ 326.6 |
Business Acquisitions (Details)
Business Acquisitions (Details) $ in Thousands, shares in Millions, $ in Millions | Jun. 01, 2018CAD ($)shares | Jun. 01, 2018USD ($)itemshares | Jun. 07, 2017USD ($) | Oct. 31, 2018USD ($) | Oct. 31, 2017USD ($) |
Acquisition of Titan | |||||
Drew down | $ 623,117 | $ 352,567 | |||
Loan repayment | $ 571,840 | $ 477,616 | |||
Third Amendment | |||||
Acquisition of Titan | |||||
Aggregate principal amount | $ 996,800 | ||||
Third Amendment | LIBOR | |||||
Acquisition of Titan | |||||
Variable rate floor (as a percent) | 0.00% | 0.00% | |||
Margin added to variable rate (as a percent) | 2.75% | 2.75% | |||
First Lien Term Loan Due 2025 | |||||
Acquisition of Titan | |||||
Loan repayment | $ 571,800 | $ 477,600 | |||
Titan | |||||
Acquisition of Titan | |||||
Number of locations | item | 30 | ||||
Number of provinces | item | 5 | ||||
Aggregate purchase price | $ 800 | $ 627,000 | |||
Issuance preferred stock to current shareholders of Titan (in shares) | shares | 1.1 | 1.1 | |||
Purchase price | |||||
Fair value of consideration transferred | $ 614,700 | ||||
Cash | 581,500 | ||||
Issuance preferred stock to current shareholders of Titan | 33,200 | ||||
Titan | Third Amendment | |||||
Acquisition of Titan | |||||
Aggregate principal amount | $ 996,800 | ||||
Titan | Third Amendment | LIBOR | |||||
Acquisition of Titan | |||||
Variable rate floor (as a percent) | 0.00% | 0.00% | |||
Margin added to variable rate (as a percent) | 2.75% | 2.75% | |||
Titan | ABL facility | |||||
Acquisition of Titan | |||||
Drew down | $ 143,000 | ||||
Titan | First Lien Term Loan Due 2025 | |||||
Acquisition of Titan | |||||
Loan repayment | $ 571,800 |
Business Acquisitions - Prelimi
Business Acquisitions - Preliminary Allocation (Details) - USD ($) $ in Thousands | Oct. 31, 2018 | Jun. 01, 2018 | Apr. 30, 2018 |
Preliminary Purchase Price Allocation | |||
Goodwill | $ 622,732 | $ 427,645 | |
Titan | |||
Preliminary Purchase Price Allocation | |||
Cash | $ 5,573 | ||
Trade accounts and notes receivable | 84,039 | ||
Inventories | 60,272 | ||
Prepaid and other current assets | 8,334 | ||
Property and equipment | 37,263 | ||
Goodwill | 196,969 | ||
Intangible assets | 289,423 | ||
Accounts payable and accrued expenses | (40,833) | ||
Contingent consideration | (12,039) | ||
Deferred income taxes | (14,337) | ||
Fair value of consideration transferred | $ 614,664 |
Business Acquisitions - Trade a
Business Acquisitions - Trade accounts and notes receivable (Details) - Titan $ in Millions | Jun. 01, 2018USD ($) |
Trade accounts and notes receivable | |
Fair value | $ 84 |
Gross contractual amount | $ 85.6 |
Business Acquisitions - Preli_2
Business Acquisitions - Preliminary components of intangible assets (Details) - USD ($) $ in Thousands | Jun. 01, 2018 | Oct. 31, 2018 | Apr. 30, 2018 |
Customer relationships | |||
Acquisition of Titan | |||
Weighted Average Amortization Period (in years) | 11 years 10 months 24 days | 10 years 10 months 24 days | |
Tradenames | |||
Acquisition of Titan | |||
Weighted Average Amortization Period (in years) | 16 years 3 months 18 days | 18 years | |
Developed technology | |||
Acquisition of Titan | |||
Weighted Average Amortization Period (in years) | 4 years 10 months 24 days | ||
Other | |||
Acquisition of Titan | |||
Weighted Average Amortization Period (in years) | 3 years 3 months 18 days | 5 years | |
Titan | |||
Acquisition of Titan | |||
Fair value | $ 289,423 | ||
Titan | Customer relationships | |||
Acquisition of Titan | |||
Fair value | $ 250,041 | ||
Weighted Average Amortization Period (in years) | 13 years | ||
Titan | Tradenames | |||
Acquisition of Titan | |||
Fair value | $ 30,098 | ||
Weighted Average Amortization Period (in years) | 15 years | ||
Titan | Developed technology | |||
Acquisition of Titan | |||
Fair value | $ 5,402 | ||
Weighted Average Amortization Period (in years) | 5 years | ||
Titan | Non-compete agreements | |||
Acquisition of Titan | |||
Fair value | $ 3,010 | ||
Weighted Average Amortization Period (in years) | 3 years | ||
Titan | Other | |||
Acquisition of Titan | |||
Fair value | $ 872 | ||
Weighted Average Amortization Period (in years) | 3 years |
Business Acquisitions - Net sal
Business Acquisitions - Net sales and net losses (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Oct. 31, 2018 | Oct. 31, 2017 | Oct. 31, 2018 | Oct. 31, 2017 | |
Acquisition of Titan | ||||
Net sales | $ 833,837 | $ 648,004 | $ 1,611,981 | $ 1,290,161 |
Operating income | $ 52,095 | $ 35,649 | 85,154 | $ 68,336 |
Titan | ||||
Acquisition of Titan | ||||
Net sales | 214,900 | |||
Operating income | $ 7,900 |
Business Acquisitions - Proform
Business Acquisitions - Proforma information (Details) - Titan - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Oct. 31, 2018 | Oct. 31, 2017 | Oct. 31, 2018 | Oct. 31, 2017 | |
Pro forma information | ||||
Pro forma net sales | $ 833,837 | $ 777,146 | $ 1,657,137 | $ 1,544,980 |
Pro forma operating income | $ 24,912 | $ 20,438 | $ 30,079 | $ 37,674 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Details) $ in Thousands | 6 Months Ended |
Oct. 31, 2018USD ($) | |
Carrying Amount of Goodwill | |
Balance | $ 427,645 |
Goodwill acquired | 197,575 |
Purchase price adjustments | 3 |
Translation adjustment | (2,491) |
Balance | $ 622,732 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Definite-Lived Intangible Assets (Details) $ in Thousands | 6 Months Ended | 12 Months Ended |
Oct. 31, 2018USD ($)segment | Apr. 30, 2018USD ($) | |
Definite-lived intangible assets | ||
Number of operating segments | segment | 7 | |
Gross Carrying Amount | $ 604,924 | $ 318,828 |
Accumulated Amortization | 192,605 | 157,513 |
Net Carrying Value | $ 412,319 | $ 161,315 |
Customer relationships | ||
Definite-lived intangible assets | ||
Weighted Average Amortization Period (in years) | 11 years 10 months 24 days | 10 years 10 months 24 days |
Gross Carrying Amount | $ 529,173 | $ 282,547 |
Accumulated Amortization | 181,875 | 150,081 |
Net Carrying Value | $ 347,298 | $ 132,466 |
Customer relationships | Minimum | ||
Definite-lived intangible assets | ||
Estimated Useful Lives (years) | 5 years | 5 years |
Customer relationships | Maximum | ||
Definite-lived intangible assets | ||
Estimated Useful Lives (years) | 13 years | 13 years |
Tradenames | ||
Definite-lived intangible assets | ||
Weighted Average Amortization Period (in years) | 16 years 3 months 18 days | 18 years |
Gross Carrying Amount | $ 55,936 | $ 26,250 |
Accumulated Amortization | 5,209 | 3,578 |
Net Carrying Value | $ 50,727 | $ 22,672 |
Tradenames | Minimum | ||
Definite-lived intangible assets | ||
Estimated Useful Lives (years) | 5 years | 5 years |
Tradenames | Maximum | ||
Definite-lived intangible assets | ||
Estimated Useful Lives (years) | 20 years | 20 years |
Vendor agreements | ||
Definite-lived intangible assets | ||
Weighted Average Amortization Period (in years) | 8 years 3 months 18 days | 8 years 3 months 18 days |
Gross Carrying Amount | $ 6,644 | $ 6,644 |
Accumulated Amortization | 3,359 | 2,956 |
Net Carrying Value | $ 3,285 | $ 3,688 |
Vendor agreements | Minimum | ||
Definite-lived intangible assets | ||
Estimated Useful Lives (years) | 8 years | 8 years |
Vendor agreements | Maximum | ||
Definite-lived intangible assets | ||
Estimated Useful Lives (years) | 10 years | 10 years |
Developed technology | ||
Definite-lived intangible assets | ||
Estimated Useful Lives (years) | 5 years | |
Weighted Average Amortization Period (in years) | 4 years 10 months 24 days | |
Gross Carrying Amount | $ 5,328 | |
Accumulated Amortization | 451 | |
Net Carrying Value | $ 4,877 | |
Leasehold interests | ||
Definite-lived intangible assets | ||
Weighted Average Amortization Period (in years) | 7 years 7 months 6 days | 9 years |
Gross Carrying Amount | $ 3,726 | $ 2,866 |
Accumulated Amortization | 1,129 | 832 |
Net Carrying Value | $ 2,597 | $ 2,034 |
Leasehold interests | Minimum | ||
Definite-lived intangible assets | ||
Estimated Useful Lives (years) | 1 year | 7 years |
Leasehold interests | Maximum | ||
Definite-lived intangible assets | ||
Estimated Useful Lives (years) | 15 years | 15 years |
Other | ||
Definite-lived intangible assets | ||
Estimated Useful Lives (years) | 5 years | |
Weighted Average Amortization Period (in years) | 3 years 3 months 18 days | 5 years |
Gross Carrying Amount | $ 4,117 | $ 521 |
Accumulated Amortization | 582 | 66 |
Net Carrying Value | $ 3,535 | $ 455 |
Other | Minimum | ||
Definite-lived intangible assets | ||
Estimated Useful Lives (years) | 3 years | |
Other | Maximum | ||
Definite-lived intangible assets | ||
Estimated Useful Lives (years) | 5 years |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Oct. 31, 2018 | Oct. 31, 2017 | Oct. 31, 2018 | Oct. 31, 2017 | |
Intangible assets | ||||
Amortization expense | $ 19,249 | $ 10,690 | $ 34,961 | $ 21,045 |
Depreciation and amortization expense | ||||
Intangible assets | ||||
Amortization expense | $ 19,200 | $ 10,700 | $ 35,000 | $ 21,000 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Estimated Aggregate Amortization Expense (Details) $ in Millions | Oct. 31, 2018USD ($) |
Estimated aggregate future amortization expense | |
Expense remainder of fiscal year | $ 37.6 |
2,020 | 68 |
2,021 | 58.8 |
2,022 | 49.4 |
2,023 | 41.3 |
Thereafter | $ 157.2 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets - Indefinite-Lived Intangible Assets (Details) - USD ($) $ in Millions | Jul. 31, 2018 | Apr. 30, 2018 |
Goodwill and Intangible Assets | ||
Tradenames | $ 61.4 | $ 61.4 |
Long-Term Debt - Components (De
Long-Term Debt - Components (Details) - USD ($) $ in Thousands | Oct. 31, 2018 | Apr. 30, 2018 |
Long-term debt | ||
Carrying value of debt | $ 1,245,228 | $ 595,886 |
Less current portion | 37,725 | 16,284 |
Long-term debt | 1,207,503 | 579,602 |
First Lien Term Loan Due 2025 | ||
Long-term debt | ||
Carrying value of debt | 976,445 | 563,179 |
Unamortized discount | 2,329 | 2,536 |
Deferred financing costs | 13,081 | 6,125 |
ABL Facility | ||
Long-term debt | ||
Carrying value of debt | 153,470 | |
Capital Lease Obligations | ||
Long-term debt | ||
Carrying value of debt | $ 100,181 | $ 18,564 |
Interest rate | 5.50% | 5.50% |
Installment notes | ||
Long-term debt | ||
Carrying value of debt | $ 15,132 | $ 14,143 |
Unamortized discount | $ 1,388 | $ 1,534 |
Installment notes | Maximum | ||
Long-term debt | ||
Interest rate | 5.00% | 5.00% |
Long-Term Debt - Acquisition De
Long-Term Debt - Acquisition Debt (Details) - USD ($) $ in Thousands | Jun. 01, 2018 | Jun. 07, 2017 | Oct. 31, 2018 | Oct. 31, 2017 |
Long-term debt | ||||
Loan repayment | $ 571,840 | $ 477,616 | ||
Write-off of debt discount and deferred financing fees | 74 | |||
First Lien Term Loan Due 2025 | ||||
Long-term debt | ||||
Loan repayment | $ 571,800 | $ 477,600 | ||
Second amendment to First Lien Credit Agreement | ||||
Long-term debt | ||||
Aggregate principal amount | $ 577,600 | |||
Write-off of debt discount and deferred financing fees | $ 100 | |||
Second amendment to First Lien Credit Agreement | LIBOR | ||||
Long-term debt | ||||
Margin added to variable rate (as a percent) | 3.00% | |||
Variable rate floor (as a percent) | 1.00% | |||
Third Amendment | ||||
Long-term debt | ||||
Aggregate principal amount | $ 996,800 | |||
Borrowing interest rate (as a percent) | 5.05% | |||
Third Amendment | LIBOR | ||||
Long-term debt | ||||
Margin added to variable rate (as a percent) | 2.75% | |||
Variable rate floor (as a percent) | 0.00% | |||
ABL Facility | ||||
Long-term debt | ||||
Loan repayment | $ 94,000 | |||
Borrowing interest rate (as a percent) | 3.93% |
Long-Term Debt - Asset-Based Le
Long-Term Debt - Asset-Based Lending Facility (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Oct. 31, 2018 | Oct. 31, 2017 | |
Long-term debt | ||
Net borrowings | $ 623,117 | $ 352,567 |
ABL Facility | ||
Long-term debt | ||
Maximum amount under the facility | $ 345,000 | |
Borrowing interest rate (as a percent) | 3.93% | |
Available borrowings under the facility | $ 181,700 | |
Net borrowings | 153,500 | |
ABL Facility | Swing-line | ||
Long-term debt | ||
Maximum amount under the facility | $ 34,500 |
Long-Term Debt - Titan Revolvin
Long-Term Debt - Titan Revolving Credit Facility (Details) - Titan Revolving Credit Facility - CAD ($) | Oct. 31, 2018 | Jun. 01, 2018 |
Debt Instrument [Line Items] | ||
Maximum amount under the facility | $ 105,000,000 | |
Amount outstanding | $ 0 | |
Available borrowings under the facility | $ 105,000,000 |
Long-Term Debt - Capital Leases
Long-Term Debt - Capital Leases (Details) $ in Millions | Oct. 31, 2018USD ($) |
Long-Term Debt | |
Capital lease assets | $ 73.6 |
Capital lease liabilities | $ 73.6 |
Long-Term Debt - Maturities (De
Long-Term Debt - Maturities (Details) - USD ($) $ in Thousands | Oct. 31, 2018 | Apr. 30, 2018 |
Debt maturities | ||
2019 (remaining six months) | $ 16,442 | |
2,020 | 38,697 | |
2,021 | 36,972 | |
2,022 | 186,269 | |
2,023 | 27,578 | |
Thereafter | 956,068 | |
Total | 1,262,026 | |
First Lien Term Loan Due 2025 | ||
Debt maturities | ||
2019 (remaining six months) | 4,983 | |
2,020 | 9,968 | |
2,021 | 9,968 | |
2,022 | 9,968 | |
2,023 | 9,968 | |
Thereafter | 947,000 | |
Total | 991,855 | |
Long Term Debt | ||
Unamortized discount | 2,329 | $ 2,536 |
Deferred financing costs | 13,081 | 6,125 |
ABL Facility | ||
Debt maturities | ||
2,022 | 153,470 | |
Total | 153,470 | |
Capital Lease Obligations | ||
Debt maturities | ||
2019 (remaining six months) | 10,427 | |
2,020 | 24,616 | |
2,021 | 23,194 | |
2,022 | 19,457 | |
2,023 | 14,268 | |
Thereafter | 8,219 | |
Total | 100,181 | |
Installment notes | ||
Debt maturities | ||
2019 (remaining six months) | 1,032 | |
2,020 | 4,113 | |
2,021 | 3,810 | |
2,022 | 3,374 | |
2,023 | 3,342 | |
Thereafter | 849 | |
Total | 16,520 | |
Long Term Debt | ||
Unamortized discount | $ 1,388 | $ 1,534 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Oct. 31, 2018 | Oct. 31, 2017 | Apr. 30, 2018 | |
Effective income tax rate (as a percent) | 24.50% | 37.50% | |
Valuation allowance | $ 0.4 | $ 0.4 | |
Income tax benefit adjustment | 0.1 | ||
Reserve for uncertain tax positions | $ 0 | $ 0 | |
Domestic | |||
Federal statutory rate (as a percent) | 21.00% |
Stockholders' Equity - Accumula
Stockholders' Equity - Accumulated Other Comprehensive Income (Loss) (Details) $ in Thousands, shares in Millions | Jun. 01, 2018shares | Oct. 31, 2018USD ($) | Oct. 31, 2018USD ($) |
Stockholders’ Equity | |||
Balance | $ 579,451 | ||
Foreign currency translation adjustments | $ (4,902) | (8,693) | |
Balance | 641,258 | 641,258 | |
Accumulated Other Comprehensive Income (Loss) | |||
Stockholders’ Equity | |||
Balance | 441 | ||
Foreign currency translation adjustments | (8,693) | ||
Other comprehensive loss on interest rate cap | (237) | ||
Reclassification to earnings from accumulated other comprehensive income for interest rate cap | 727 | ||
Balance | $ (7,762) | $ (7,762) | |
Titan | |||
Stockholders’ Equity | |||
Issuance preferred stock to current shareholders of Titan (in shares) | shares | 1.1 | ||
Exchangeable shares conversion ratio | 1 | ||
Threshold period to hold converted shares from acquisition date | 1 year |
Equity-Based Compensation - Sto
Equity-Based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Oct. 31, 2018 | Oct. 31, 2017 | Oct. 31, 2018 | Oct. 31, 2017 | Apr. 30, 2018 | |
Other disclosures | |||||
Equity-based compensation | $ 1,094 | $ 375 | $ 1,498 | $ 847 | |
Selling, general and administrative expenses | |||||
Other disclosures | |||||
Equity-based compensation | $ 1,500 | $ 800 | |||
Stock Options | |||||
Number of Options | |||||
Outstanding, beginning of the period (in shares) | 1,952 | ||||
Options granted (in shares) | 374 | 0 | |||
Options exercised (in shares) | (78) | ||||
Options forfeited (in shares) | (5) | ||||
Outstanding, end of the period (in shares) | 2,243 | 2,243 | 1,952 | ||
Exercisable at end of period (in shares) | 1,708 | 1,708 | |||
Vested and expected to vest at end of period (in shares) | 2,232 | 2,232 | |||
Weighted Average Exercise Price | |||||
Outstanding, beginning of period (in dollars per share) | $ 14.37 | ||||
Options granted (in dollars per share) | 25.58 | ||||
Options exercised (in dollars per share) | 12.44 | ||||
Options forfeited (in dollars per share) | 36.23 | ||||
Outstanding, end of the period (in dollars per share) | $ 16.26 | 16.26 | $ 14.37 | ||
Exercisable at end of period (in dollars per share) | 13.14 | 13.14 | |||
Vested and expected to vest at end of period (in dollars per share) | $ 16.20 | $ 16.20 | |||
Other disclosures | |||||
Weighted Average Remaining Contractual Life, Outstanding (in years) | 6 years 7 months 21 days | 6 years 6 months 7 days | |||
Weighted Average Remaining Contractual Life, Exercisable at end of period (in years) | 5 years 9 months 29 days | ||||
Weighted Average Remaining Contractual Life, Vested and expected to vest at end of period (in years) | 6 years 7 months 17 days | ||||
Aggregate Intrinsic Value, Outstanding | $ 6,365 | $ 6,365 | $ 33,209 | ||
Aggregate Intrinsic Value, Exercisable at end of period | 6,330 | 6,330 | |||
Aggregate Intrinsic Value, Vested and expected to vest at end of period | 6,365 | 6,365 | |||
Intrinsic value of options exercised | 700 | $ 3,500 | |||
Unrecognized compensation cost | $ 4,000 | $ 4,000 | |||
Weighted-average period for recognition of unrecognized compensation expense (in years) | 2 years 7 months 6 days |
Equity-Based Compensation - Bla
Equity-Based Compensation - Black Scholes Options - Pricing Model (Details) - Stock Options | 6 Months Ended |
Oct. 31, 2018$ / shares | |
Fair Value Assumptions | |
Volatility (as a percent) | 33.71% |
Expected life (years) | 6 years |
Risk-free interest rate (as a percent) | 2.87% |
Dividend yield (as a percent) | 0.00% |
Weighted average grant date fair value (in dollars per share) | $ 9.72 |
Equity-Based Compensation - Res
Equity-Based Compensation - Restricted Stock Units (Details) - Restricted Stock Units $ / shares in Units, shares in Thousands, $ in Millions | 6 Months Ended |
Oct. 31, 2018USD ($)$ / sharesshares | |
Restricted stock units granted to employees (in shares) | shares | 166,973 |
Fair value on grant date (in dollars per share) | $ / shares | $ 25.58 |
Unrecognized compensation cost | $ | $ 4.2 |
Weighted-average period for recognition of unrecognized compensation expense (in years) | 2 years 4 months 24 days |
Number of Restricted Stock Units | |
Outstanding, beginning of the period (in shares) | shares | 21,766 |
Granted (in shares) | shares | 166,973 |
Vested (in shares) | shares | (655) |
Forfeited (in shares) | shares | 1,229 |
Outstanding, end of the period (in shares) | shares | 186,855 |
Weighted Average Exercise Price | |
Outstanding, beginning of period (in dollars per share) | $ / shares | $ 37.49 |
Granted (in dollars per share) | $ / shares | 25.58 |
Vested (in dollars per share) | $ / shares | 37.49 |
Forfeited (in dollars per share) | $ / shares | 35.37 |
Outstanding, end of the period (in dollars per share) | $ / shares | $ 26.86 |
Stock Appreciation Rights, De_3
Stock Appreciation Rights, Deferred Compensation and Redeemable Noncontrolling Interests (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Oct. 31, 2018 | Oct. 31, 2017 | Apr. 30, 2018 | |
Equity based compensation arrangements | |||
Long-term liabilities related to plans | $ 11,566 | $ 15,707 | |
Selling, general and administrative expenses | |||
Equity based compensation arrangements | |||
Expense related to equity based compensation arrangements | 1,800 | $ 2,300 | |
Stock Appreciation Rights | |||
Equity based compensation arrangements | |||
Award liability as of beginning of year | 21,944 | ||
Amounts redeemed | (534) | ||
Change in fair value | 984 | ||
Award liability as of end of year | 22,394 | ||
Current liabilities related to plans | 1,017 | 308 | |
Long-term liabilities related to plans | $ 21,377 | 21,636 | |
Settlement period | 4 years | ||
Deferred Compensation | |||
Equity based compensation arrangements | |||
Award liability as of beginning of year | $ 2,222 | ||
Amounts redeemed | (711) | ||
Change in fair value | 112 | ||
Award liability as of end of year | 1,623 | ||
Current liabilities related to plans | 7 | 133 | |
Long-term liabilities related to plans | $ 1,616 | 2,089 | |
Settlement period | 5 years | ||
Redeemable Noncontrolling Interests | |||
Equity based compensation arrangements | |||
Award liability as of beginning of year | $ 16,170 | ||
Amounts redeemed | (4,110) | ||
Change in fair value | 702 | ||
Award liability as of end of year | 12,762 | ||
Current liabilities related to plans | 1,196 | 463 | |
Long-term liabilities related to plans | $ 11,566 | $ 15,707 | |
Settlement period | 5 years |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Oct. 31, 2018 | Oct. 31, 2017 | Oct. 31, 2018 | Oct. 31, 2017 | Apr. 30, 2018 | |
Fair Value Measurements | |||||
Change in fair value of financial instruments | $ (376) | $ (238) | $ (6,395) | $ (434) | |
Fair Value, Measurements, Recurring | Level 3 | |||||
Fair Value Measurements | |||||
Stock appreciation rights | 22,394 | 22,394 | $ 21,944 | ||
Deferred compensation | 1,623 | 1,623 | 2,222 | ||
Noncontrolling interest holders | 12,762 | 12,762 | 16,170 | ||
Contingent consideration | 12,331 | 12,331 | |||
Interest rate cap | Fair Value, Measurements, Recurring | Level 2 | |||||
Fair Value Measurements | |||||
Derivative assets | 543 | ||||
Forward currency forward | |||||
Fair Value Measurements | |||||
Change in fair value of financial instruments | (5,700) | ||||
Forward currency forward | Fair Value, Measurements, Recurring | Level 2 | |||||
Fair Value Measurements | |||||
Derivative liabilities | $ 5,108 | ||||
Titan | |||||
Fair Value Measurements | |||||
Assumed contingent consideration arrangements | $ 12,300 | 12,300 | |||
Selling, general and administrative expenses | Titan | |||||
Fair Value Measurements | |||||
Contingent consideration expense | $ 500 |
Transactions With Related Par_2
Transactions With Related Parties - Facilities Rental (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Oct. 31, 2018 | Oct. 31, 2017 | Oct. 31, 2018 | Oct. 31, 2017 | |
Affiliated partnerships or entities | Lease of warehouse facilities | Selling, general and administrative expenses | ||||
Transactions with related parties | ||||
Rent expense | $ 0.2 | $ 0.2 | $ 0.4 | $ 0.4 |
Transactions With Related Par_3
Transactions With Related Parties - Purchased Inventories (Details) - Southern Wall Products, Inc. - Inventory purchases - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Oct. 31, 2018 | Oct. 31, 2017 | Oct. 31, 2018 | Oct. 31, 2017 | Apr. 30, 2018 | |
Transactions with related parties | |||||
Purchases from related party | $ 3.5 | $ 3.7 | $ 7 | $ 7.2 | |
Accounts payable | |||||
Transactions with related parties | |||||
Due to SWP | $ 1.3 | $ 1.3 | $ 1.2 |
Segments - Number (Details)
Segments - Number (Details) | 6 Months Ended |
Oct. 31, 2018segmentdivision | |
Segments | |
Number of operating segments | 7 |
Number of reportable segments | 1 |
Number of geographic divisions | division | 7 |
Segments - Net Sales, Adjusted
Segments - Net Sales, Adjusted EBITDA and Certain Other Measures (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Oct. 31, 2018 | Oct. 31, 2017 | Oct. 31, 2018 | Oct. 31, 2017 | |
Segment information | ||||
Net sales | $ 833,837 | $ 648,004 | $ 1,611,981 | $ 1,290,161 |
Gross Profit | 268,150 | 212,260 | 512,966 | 417,364 |
Depreciation and Amortization | 30,787 | 16,713 | 57,109 | 33,058 |
Adjusted EBITDA | 87,145 | 54,245 | 162,417 | 106,994 |
Geographic divisions | ||||
Segment information | ||||
Net sales | 827,198 | 641,918 | 1,598,748 | 1,278,285 |
Gross Profit | 265,815 | 210,034 | 508,390 | 413,059 |
Depreciation and Amortization | 30,062 | 16,466 | 55,916 | 32,492 |
Adjusted EBITDA | 86,450 | 53,651 | 161,044 | 105,877 |
Other. | ||||
Segment information | ||||
Net sales | 6,639 | 6,086 | 13,233 | 11,876 |
Gross Profit | 2,335 | 2,226 | 4,576 | 4,305 |
Depreciation and Amortization | 55 | 60 | 113 | 124 |
Adjusted EBITDA | 695 | 594 | 1,373 | 1,117 |
Corporate | ||||
Segment information | ||||
Depreciation and Amortization | $ 670 | $ 187 | $ 1,080 | $ 442 |
Segments - Reconciliation of Ne
Segments - Reconciliation of Net Income to Adjusted EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Oct. 31, 2018 | Oct. 31, 2017 | Oct. 31, 2018 | Oct. 31, 2017 | |
Segments | ||||
Net income | $ 24,912 | $ 18,023 | $ 33,562 | $ 33,366 |
Interest expense | 19,182 | 7,917 | 35,370 | 15,417 |
Write-off of debt discount and deferred financing fees | 74 | |||
Interest income | 203 | (26) | (33) | (49) |
Income tax expense | 8,059 | 9,983 | 10,895 | 20,043 |
Depreciation expense | 11,538 | 6,023 | 22,148 | 12,013 |
Amortization expense | 19,249 | 10,690 | 34,961 | 21,045 |
Stock appreciation expense | 649 | 642 | 983 | 1,232 |
Redeemable noncontrolling interests | 282 | 164 | 813 | 1,030 |
Equity-based compensation | 1,094 | 375 | 1,498 | 847 |
Severance and other permitted costs | 882 | 113 | 5,718 | 317 |
Transaction costs (acquisitions and other) | 841 | 88 | 5,594 | 246 |
Gain on sale of assets | (173) | (207) | (294) | (597) |
Effects of fair value adjustments to inventory | 187 | 4,129 | 187 | |
Change in fair value of financial instruments | 376 | 238 | 6,395 | 434 |
Secondary public offering costs | 631 | |||
Debt transaction costs | 51 | 35 | 678 | 758 |
Adjusted EBITDA | $ 87,145 | $ 54,245 | $ 162,417 | $ 106,994 |
Segments - Net Sales by Main Pr
Segments - Net Sales by Main Product Lines (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Oct. 31, 2018 | Oct. 31, 2017 | Oct. 31, 2018 | Oct. 31, 2017 | |
Revenue from external customers | ||||
Total net sales | $ 833,837 | $ 648,004 | $ 1,611,981 | $ 1,290,161 |
Wallboard | ||||
Revenue from external customers | ||||
Total net sales | 334,688 | 288,498 | 652,423 | 573,155 |
Ceilings | ||||
Revenue from external customers | ||||
Total net sales | 118,376 | 101,646 | 234,231 | 201,356 |
Steel framing | ||||
Revenue from external customers | ||||
Total net sales | 135,760 | 103,203 | 264,872 | 207,854 |
Other products | ||||
Revenue from external customers | ||||
Total net sales | $ 245,013 | $ 154,657 | $ 460,455 | $ 307,796 |
Segments - Net sales by major g
Segments - Net sales by major geographic area (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Oct. 31, 2018USD ($)$ / $ | Oct. 31, 2017USD ($)$ / $ | Oct. 31, 2018USD ($)$ / $ | Oct. 31, 2017USD ($)$ / $ | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total net sales | $ 833,837 | $ 648,004 | $ 1,611,981 | $ 1,290,161 |
Average exchange rates | $ / $ | 0.7697 | 0.7965 | 0.7679 | 0.7862 |
United States | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total net sales | $ 706,347 | $ 648,004 | $ 1,397,078 | $ 1,290,161 |
Canada | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total net sales | $ 127,490 | $ 214,903 |
Segments - Long-lived assets by
Segments - Long-lived assets by major geographic area (Details) - USD ($) $ in Thousands | Oct. 31, 2018 | Oct. 31, 2017 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 1,374,044 | $ 813,909 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 876,224 | $ 813,909 |
Canada | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 497,820 |
Earnings Per Common Share (Deta
Earnings Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Oct. 31, 2018 | Oct. 31, 2017 | Oct. 31, 2018 | Oct. 31, 2017 | |
Computation of basic and diluted earnings per share of common stock | ||||
Net income | $ 24,912 | $ 18,023 | $ 33,562 | $ 33,366 |
Less: Net income allocated to participating securities | 665 | 751 | ||
Net income attributable to common stockholders | $ 24,247 | $ 18,023 | $ 32,811 | $ 33,366 |
Basic earnings per common share: | ||||
Basic weighted average common shares outstanding (in shares) | 41,149 | 41,006 | 41,121 | 40,988 |
Basic earnings per common share (in dollars per share) | $ 0.59 | $ 0.44 | $ 0.80 | $ 0.81 |
Diluted earnings per common share: | ||||
Basic weighted average common shares outstanding (in shares) | 41,149 | 41,006 | 41,121 | 40,988 |
Add: Common Stock Equivalents | 769 | 1,140 | 875 | 1,149 |
Diluted weighted average common shares outstanding (in shares) | 41,918 | 42,146 | 41,996 | 42,137 |
Diluted earnings per common share (in dollars per share) | $ 0.58 | $ 0.43 | $ 0.78 | $ 0.79 |
Subsequent Event (Details)
Subsequent Event (Details) $ in Millions | Nov. 30, 2018USD ($) |
Subsequent Events | Maximum | |
Subsequent Events | |
Shares repurchased, cost | $ 75 |