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Section 1: 10-Q (10-Q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10‑Q

☒    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2019

OR

☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________.

COMMISSION FILE NUMBER: 001‑37784


GMS INC.

(Exact name of registrant as specified in its charter)


 

 

Delaware

46‑2931287

(State or other jurisdiction of incorporation

(IRS Employer Identification No.)

or organization)

 

 

 

100 Crescent Centre Parkway, Suite 800

 

Tucker, Georgia

30084

(Address of principal executive offices)

(ZIP Code)

 

 

(800) 392‑4619

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b‑2 of the Exchange Act.

 

 

 

 

 

 

 

 

 

 

Large accelerated filer

    

Accelerated filer

Non-accelerated filer

 

Smaller reporting company

 

 

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☐ No ☒

There were 40,571,969 shares of the registrant’s common stock, par value $0.01 per share, outstanding as of February 28, 2019.

 

 

 

 


 

Table of Contents

FORM 10‑Q

TABLE OF CONTENTS

 

 

 

 

 

Page

Cautionary Note Regarding Forward-Looking Statements 

3

 

 

 

PART I 

Financial Information

5

Item 1 

Financial Statements

5

 

Condensed Consolidated Balance Sheets (Unaudited)

5

 

Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited)

6

 

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)

7

 

Condensed Consolidated Statements of Cash Flows (Unaudited)

8

 

Notes to Condensed Consolidated Financial Statements (Unaudited)

9

Item 2 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

31

Item 3 

Quantitative and Qualitative Disclosures About Market Risk

46

Item 4 

Controls and Procedures

47

 

 

 

PART II 

Other Information

48

Item 1 

Legal Proceedings

48

Item 1A 

Risk Factors

48

Item 2 

Unregistered Sales of Equity Securities and Use of Proceeds

48

Item 3 

Defaults Upon Senior Securities

49

Item 4 

Mine Safety Disclosures

49

Item 5 

Other Information

49

Item 6 

Exhibits

50

Signatures 

51

 

 

 

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CAUTIONARY NOTE REGARDING FORWARD‑LOOKING STATEMENTS

This Quarterly Report on Form 10‑Q contains “forward‑looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). You can generally identify forward‑looking statements by our use of forward‑looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “seek,” or “should,” or the negative thereof or other variations thereon or comparable terminology. In particular, statements about the growth of our various markets, and statements about our expectations, beliefs, plans, strategies, objectives, prospects, assumptions or future events or performance contained in this Quarterly Report on Form 10‑Q are forward-looking statements.

We have based these forward‑looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward‑looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors, including those discussed under the heading “Risk Factors” in Part 1, Item 1A of our Annual Report on Form 10‑K for the fiscal year ended April 30, 2018, filed with the U.S. Securities and Exchange Commission (the “SEC”), may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward‑looking statements. Some of the factors that could cause actual results to differ materially from those expressed or implied by the forward‑looking statements include:

·

general economic and financial conditions;

·

our dependency upon the commercial and residential construction and residential repair and remodeling, or R&R, markets;

·

competition in our highly fragmented industry and the markets in which we operate;

·

the fluctuations in prices of the products we distribute;

·

the consolidation of our industry;

·

our ability to successfully implement our strategic initiatives, including our growth strategy and cost reduction initiative;

·

our inability to pursue strategic transactions and open new branches;

·

our inability to expand into new geographic markets;

·

our ability to successfully identify acquisition candidates, complete and integrate acquisitions and achieve synergies;

·

product shortages and potential loss of relationships with key suppliers;

·

the seasonality of the commercial and residential construction markets;

·

the potential loss of any significant customers;

·

exposure to product liability and various other claims and litigation;

·

our inability to attract and retain key employees;

·

rising health care costs and labor costs, including the impact of labor and trucking shortages;

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·

the reduction of the quantity of products our customers purchase;

·

the credit risk from our customers;

·

our inability to renew leases for our facilities;

·

our inability to effectively manage our inventory as our sales volume increases or the prices of the products we distribute fluctuate;

·

an impairment of our goodwill or intangible assets;

·

the impact of federal, state, provincial and local regulations;

·

the cost of compliance with environmental, health and safety laws and other regulations;

·

significant increases in fuel costs or shortages in the supply of fuel;

·

a disruption or cybersecurity breach in our IT systems;

·

natural or man‑made disruptions to our facilities;

·

our exposure to greater than anticipated tax liabilities;

·

the risk of our foreign operations, including currency rate fluctuations;

·

the imposition of tariffs and other trade barriers, and the effect of retaliatory trade measures;

·

our inability to engage in activities that may be in our best long‑term interests because of restrictions in our debt agreements;

·

our current level of indebtedness and our potential to incur additional indebtedness;

·

our inability to obtain additional financing on acceptable terms, if at all;

·

our holding company structure;

·

the influence of AEA Investors LP and certain affiliates thereof on us; and

·

future sales of our common stock.

Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward‑looking statements. The forward‑looking statements contained in this Quarterly Report on Form 10‑Q are not guarantees of future performance and actual results and events may differ materially from the forward‑looking statements contained in this Quarterly Report on Form 10‑Q.

Any forward‑looking statement that we make in this Quarterly Report on Form 10‑Q speaks only as of the date of such statement. Except as required by law, we do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward‑looking statements, whether as a result of new information, future events or otherwise, after the date of this Quarterly Report on Form 10‑Q. You should, however, review the factors and risks we describe in the reports we will file from time to time with the SEC after the date of the filing of this Quarterly Report on Form 10‑Q.

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PART I – Financial Information

Item 1. Financial Statements

GMS Inc.

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands, except per share data)

 

 

 

 

 

 

 

 

    

January 31, 

 

April 30, 

 

 

2019

    

2018

Assets

Current assets:

 

 

  

 

 

  

Cash and cash equivalents

 

$

74,347

 

$

36,437

Trade accounts and notes receivable, net of allowances of $7,963 and $9,633, respectively

 

 

410,017

 

 

346,450

Inventories, net

 

 

308,115

 

 

239,223

Prepaid expenses and other current assets

 

 

12,610

 

 

11,726

Total current assets

 

 

805,089

 

 

633,836

Property and equipment, net of accumulated depreciation of $113,898 and $85,761, respectively

 

 

280,225

 

 

163,582

Goodwill

 

 

619,554

 

 

427,645

Intangible assets, net

 

 

452,811

 

 

222,682

Deferred income taxes

 

 

5,219

 

 

 —

Other assets

 

 

14,250

 

 

6,766

Total assets

 

$

2,177,148

 

$

1,454,511

Liabilities and Stockholders’ Equity

Current liabilities:

 

 

  

 

 

  

Accounts payable

 

$

129,580

 

$

116,168

Accrued compensation and employee benefits

 

 

52,454

 

 

56,323

Other accrued expenses and current liabilities

 

 

60,488

 

 

45,146

Current portion of long-term debt

 

 

40,328

 

 

16,284

Total current liabilities

 

 

282,850

 

 

233,921

Non-current liabilities:

 

 

 

 

 

 

Long-term debt, less current portion

 

 

1,193,522

 

 

579,602

Deferred income taxes, net

 

 

9,743

 

 

10,742

Other liabilities

 

 

46,148

 

 

35,088

Liabilities to noncontrolling interest holders, less current portion

 

 

11,125

 

 

15,707

Total liabilities

 

 

1,543,388

 

 

875,060

Commitments and contingencies

 

 

  

 

 

  

Stockholders' equity:

 

 

  

 

 

  

Common stock, par value $0.01 per share, 500,000 shares authorized; 40,561 and 41,069 shares issued and outstanding as of January 31, 2019 and April 30, 2018, respectively

 

 

406

 

 

411

Preferred stock, par value $0.01 per share, 50,000 shares authorized; 0 shares issued and outstanding as of January 31, 2019 and April 30, 2018

 

 

 —

 

 

 —

Exchangeable shares

 

 

29,639

 

 

 —

Additional paid-in capital

 

 

482,635

 

 

489,007

Retained earnings

 

 

128,969

 

 

89,592

Accumulated other comprehensive income (loss)

 

 

(7,889)

 

 

441

Total stockholders' equity

 

 

633,760

 

 

579,451

Total liabilities and stockholders' equity

 

$

2,177,148

 

$

1,454,511

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

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GMS Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited)

(in thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

January 31, 

 

January 31, 

 

    

2019

    

2018

    

 

2019

 

2018

Net sales

 

$

723,902

 

$

585,508

 

$

2,335,883

 

$

1,875,669

Cost of sales (exclusive of depreciation and amortization shown separately below)

 

 

489,676

 

 

390,088

 

 

1,588,691

 

 

1,262,885

Gross profit

 

 

234,226

 

 

195,420

 

 

747,192

 

 

612,784

Operating expenses:

 

 

  

 

 

  

 

 

  

 

 

  

Selling, general and administrative

 

 

178,180

 

 

156,262

 

 

548,883

 

 

472,232

Depreciation and amortization

 

 

30,220

 

 

16,490

 

 

87,329

 

 

49,548

Total operating expenses

 

 

208,400

 

 

172,752

 

 

636,212

 

 

521,780

Operating income

 

 

25,826

 

 

22,668

 

 

110,980

 

 

91,004

Other (expense) income:

 

 

  

 

 

  

 

 

  

 

 

  

Interest expense

 

 

(19,526)

 

 

(7,871)

 

 

(54,896)

 

 

(23,288)

Change in fair value of financial instruments

 

 

 —

 

 

(276)

 

 

(6,395)

 

 

(710)

Write-off of debt discount and deferred financing fees

 

 

 —

 

 

 —

 

 

 —

 

 

(74)

Other income, net

 

 

957

 

 

677

 

 

2,025

 

 

1,675

Total other expense, net

 

 

(18,569)

 

 

(7,470)

 

 

(59,266)

 

 

(22,397)

Income before taxes

 

 

7,257

 

 

15,198

 

 

51,714

 

 

68,607

Provision (benefit) for income taxes

 

 

1,442

 

 

(4,488)

 

 

12,337

 

 

15,555

Net income

 

$

5,815

 

$

19,686

 

$

39,377

 

$

53,052

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

40,912

 

 

41,036

 

 

41,053

 

 

41,004

Diluted

 

 

41,371

 

 

42,228

 

 

41,789

 

 

42,167

Net income per common share:

 

 

  

 

 

  

 

 

  

 

 

  

Basic

 

$

0.14

 

$

0.48

 

$

0.94

 

$

1.29

Diluted

 

$

0.14

 

$

0.47

 

$

0.92

 

$

1.26

Comprehensive income

 

 

  

 

 

 

 

 

  

 

 

 

Net income

 

$

5,815

 

$

19,686

 

$

39,377

 

$

53,052

Foreign currency translation loss

 

 

(128)

 

 

 —

 

 

(8,821)

 

 

 —

Changes in other comprehensive income, net of tax

 

 

 —

 

 

401

 

 

491

 

 

797

Comprehensive income

 

$

5,687

 

$

20,087

 

$

31,047

 

$

53,849

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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GMS Inc.

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

Other

 

Total

 

  

Common Stock

 

Exchangeable

 

Paid-in

 

Retained

 

Comprehensive

 

Stockholders'

 

    

Shares

    

Amount

 

Shares

    

Capital

    

Earnings

    

Income (Loss)

    

Equity

Balances as of April 30, 2018

 

41,069

 

$

411

 

$

 —

 

$

489,007

 

$

89,592

 

$

441

 

$

579,451

Net income

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

39,377

 

 

 —

 

 

39,377

Issuance of Exchangeable Shares

 

 —

 

 

 —

 

 

29,639

 

 

 —

 

 

 —

 

 

 —

 

 

29,639

Repurchase and retirement of common stock

 

(691)

 

 

(7)

 

 

 —

 

 

(11,507)

 

 

 —

 

 

 —

 

 

(11,514)

Foreign currency translation adjustments

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(8,821)

 

 

(8,821)

Change in other comprehensive income (loss), net of tax

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

491

 

 

491

Equity-based compensation

 

 —

 

 

 —

 

 

 —

 

 

2,502

 

 

 —

 

 

 —

 

 

2,502

Tax withholding related to net share settlements of equity awards

 

 —

 

 

 —

 

 

 —

 

 

(51)

 

 

 —

 

 

 —

 

 

(51)

Exercise of stock options

 

103

 

 

 1

 

 

 —

 

 

1,280

 

 

 —

 

 

 —

 

 

1,281

Vesting of restricted stock units

 

 5

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Issuance of common stock pursuant to employee stock purchase plan

 

75

 

 

 1

 

 

 —

 

 

1,404

 

 

 —

 

 

 —

 

 

1,405

Balances as of January 31, 2019

 

40,561

 

$

406

 

$

29,639

 

$

482,635

 

$

128,969

 

$

(7,889)

 

$

633,760

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

Other

 

Total

 

  

Common Stock

 

Exchangeable

 

Paid-in

 

Retained

 

Comprehensive

 

Stockholders'

 

    

Shares

    

Amount

 

Shares

    

Capital

    

Earnings

    

Loss

    

Equity

Balances as of April 30, 2017

 

40,971

 

$

410

 

$

 —

 

$

488,459

 

$

26,621

 

$

(884)

 

$

514,606

Net income

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

53,052

 

 

 —

 

 

53,052

Change in other comprehensive loss, net of tax

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

797

 

 

797

Equity-based compensation

 

 —

 

 

 —

 

 

 —

 

 

1,141

 

 

 —

 

 

 —

 

 

1,141

Tax withholding related to net share settlements of stock options

 

 —

 

 

 —

 

 

 —

 

 

(1,441)

 

 

 —

 

 

 —

 

 

(1,441)

Exercise of stock options

 

70

 

 

 —

 

 

 —

 

 

130

 

 

 —

 

 

 —

 

 

130

Balances as of January 31, 2018

 

41,041

 

$

410

 

$

 —

 

$

488,289

 

$

79,673

 

$

(87)

 

$

568,285

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

 

 

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GMS Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands)

 

 

 

 

 

 

 

 

    

Nine Months Ended

 

 

January 31,

 

    

2019

    

2018

Cash flows from operating activities:

 

 

  

 

 

 

Net income

 

$

39,377

 

$

53,052

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

87,329

 

 

49,548

Write-off and amortization of debt discount and debt issuance costs

 

 

2,505

 

 

2,141

Provision for losses on accounts and notes receivable

 

 

240

 

 

133

Provision for obsolescence of inventory

 

 

416

 

 

113

Effects of fair value adjustments to inventory

 

 

4,129

 

 

276

Increase in fair value of contingent consideration

 

 

535

 

 

195

Equity-based compensation

 

 

4,706

 

 

4,375

Gain on sale and disposal of assets

 

 

(412)

 

 

(648)

Change in fair value of financial instruments

 

 

6,395

 

 

710

Changes in assets and liabilities net of effects of acquisitions:

 

 

 

 

 

 

Trade accounts and notes receivable

 

 

23,243

 

 

14,545

Inventories

 

 

(11,576)

 

 

(23,893)

Prepaid expenses and other assets

 

 

(968)

 

 

(8,756)

Accounts payable

 

 

(17,856)

 

 

(5,723)

Accrued compensation and employee benefits

 

 

(3,824)

 

 

(7,140)

Derivative liability

 

 

(10,778)

 

 

 —

Other accrued expenses and liabilities

 

 

446

 

 

312

Deferred income taxes

 

 

(18,470)

 

 

(12,860)

Cash provided by operating activities

 

 

105,437

 

 

66,380

Cash flows from investing activities:

 

 

  

 

 

  

Purchases of property and equipment

 

 

(13,385)

 

 

(13,408)

Proceeds from sale of assets

 

 

910

 

 

2,374

Acquisition of businesses, net of cash acquired

 

 

(579,731)

 

 

(23,568)

Cash used in investing activities

 

 

(592,206)

 

 

(34,602)

Cash flows from financing activities:

 

 

  

 

 

  

Repayments on the revolving credit facility

 

 

(748,999)

 

 

(597,092)

Borrowings from the revolving credit facility

 

 

886,896

 

 

493,739

Payments of principal on long-term debt

 

 

(7,476)

 

 

(4,332)

Payments of principal on capital lease obligations

 

 

(13,923)

 

 

(4,530)

Borrowings from term loan

 

 

996,840

 

 

577,616

Repayments of term loan

 

 

(571,840)

 

 

(477,616)

Repurchases of common stock

 

 

(11,514)

 

 

 —

Debt issuance costs

 

 

(7,933)

 

 

(3,283)

Proceeds from exercises of stock options

 

 

1,280

 

 

130

Other financing activities

 

 

1,355

 

 

(2,032)

Cash provided by (used in) financing activities

 

 

524,686

 

 

(17,400)

Effect of exchange rates on cash and cash equivalents

 

 

(7)

 

 

 —

Increase in cash and cash equivalents

 

 

37,910

 

 

14,378

Cash and cash equivalents, beginning of period

 

 

36,437

 

 

14,561

Cash and cash equivalents, end of period

 

$

74,347

 

$

28,939

Supplemental cash flow disclosures:

 

 

  

 

 

  

Cash paid for income taxes

 

$

16,121

 

$

35,005

Cash paid for interest

 

 

45,724

 

 

21,192

Supplemental schedule of noncash activities:

 

 

  

 

 

  

Assets acquired under capital lease

 

$

102,053

 

$

7,953

Issuance of installment notes associated with equity-based compensation liability awards

 

 

5,356

 

 

11,898

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

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GMS Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

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 (“SEC”) 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

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GMS Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

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 January 31, 2019 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 January 31, 2019 and April 30, 2018, reserves for general liability, automobile and workers’ compensation totaled approximately $14.2 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 January 31, 2019 and April 30, 2018, expected recoveries for medical self‑insurance, general liability, automobile and workers’ compensation totaled approximately $4.2 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 nine months ended January 31, 2019, the Company initiated a reduction in workforce as part of a strategic cost reduction plan to improve operational efficiency. The Company recorded $5.2 million of restructuring costs during the nine months ended January 31, 2019 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 $4.6 million during the nine months ended January 31, 2019. As of January 31, 2019, the Company had a remaining liability of $0.6 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.

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GMS Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

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 stockholders 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 recognitionIn 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

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GMS Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

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. 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 nine months ended January 31, 2019. 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.

Derivatives – In August 2017, the FASB issued new guidance on accounting for hedging activities, which expands and refines hedge accounting for both non-financial and financial risk components and aligns the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. The new guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years.  The Company adopted this guidance on November 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.

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.

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GMS Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

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. We are continuing to evaluate the method of adoption and currently finalizing our accounting policies, implementing a new leasing system, determining changes needed in current processes for lease accounting and verifying the completeness of our lease population and, thus, we are unable to quantify the financial statement impact at this time. 

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 fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. 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.

 

 

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 Note 13, “Segments,” for information regarding disaggregation of revenue, including revenue by product and by geographic area.

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GMS Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

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 $389.4 million and $326.6 million as of January 31, 2019 and May 1, 2018, respectively. The Company did not have material amounts of contract assets or liabilities as of January 31, 2019 or May 1, 2018.

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. The stated purchase price was $627.0 million ($800.0 million Canadian dollars), 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 was 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.

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GMS Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

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 $611.1 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 $29.6 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. During the three months ended January 31, 2019, the Company received and analyzed new information about the fair value of consideration transferred, intangible assets and deferred income taxes as of the June 1, 2018 acquisition date and subsequently made adjustments to those amounts based on this information. The primary areas of the preliminary purchase price allocation that are not yet finalized relate to the finalization of preliminary fair value estimates, income taxes and residual goodwill.

The following table summarizes the preliminary allocation of the consideration transferred, and subsequent measurement period purchase price adjustments recorded, based on currently available information (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

As Previously

 

 

 

 

 

 

 

Reported

 

 

 

 

 

 

 

October 31, 2018

 

Adjustments

 

January 31, 2019

Cash

    

$

5,573

 

$

 —

 

$

5,573

Trade accounts and notes receivable

 

 

84,039

 

 

970

 

 

85,009

Inventories

 

 

60,272

 

 

 —

 

 

60,272

Prepaid and other current assets

 

 

8,334

 

 

 —

 

 

8,334

Property and equipment

 

 

37,263

 

 

 —

 

 

37,263

Goodwill

 

 

196,969

 

 

(3,171)

 

 

193,798

Intangible assets

 

 

289,423

 

 

(2,469)

 

 

286,954

Accounts payable and accrued expenses

 

 

(40,833)

 

 

(970)

 

 

(41,803)

Contingent consideration

 

 

(12,039)

 

 

 —

 

 

(12,039)

Deferred income taxes

 

 

(14,337)

 

 

2,085

 

 

(12,252)

Fair value of consideration transferred

 

$

614,664

 

$

(3,555)

 

$

611,109

 

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 $85.0 million and a gross contractual value of $86.6 million. The difference represents the Company’s best estimate of the contractual cash flows that will not be collected.

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GMS Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

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

 

$

246,954

 

 

15

Tradenames

 

 

30,870

 

 

15

Developed technology

 

 

5,402

 

 

 5

Non-compete agreements

 

 

2,856

 

 

 3

Other

 

 

872

 

 

 3

Total intangible assets

 

$

286,954

 

 

 

 

Net sales related to the Titan business included in the Company’s Condensed Consolidated Statement of Operations and Comprehensive Income for the nine months ended January 31, 2019 was $314.1 million. Net income related to the Titan business included in the Company’s Condensed Consolidated Statement of Operations and Comprehensive Income for the nine months ended January 31, 2019 was $8.7 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

 

 

Nine Months Ended

 

 

January 31, 

 

 

January 31, 

 

    

2019

    

2018

 

 

2019

 

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

723,902

 

$

693,205

 

$

2,381,039

 

 

$

2,238,185

Net income

 

 

5,815

 

 

16,513

 

 

35,894

 

 

 

54,188

 

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.

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GMS Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

4. Goodwill and Intangible Assets

Goodwill

The following table presents changes in the carrying amount of goodwill during the nine months ended January 31, 2019:

 

 

 

 

 

    

Carrying

 

 

Amount

 

 

(in thousands)

Balance as of April 30, 2018

 

$

427,645

Goodwill acquired

 

 

194,436

Purchase price adjustments from prior periods

 

 

 8

Translation adjustment

 

 

(2,535)

Balance as of January 31, 2019

 

$

619,554

 

Intangible Assets

The following tables present the components of the Company’s definite-lived intangible assets as of January 31, 2019 and April 30, 2018:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Estimated

 

Weighted

 

January 31, 2019

 

 

Useful

 

Average

 

Gross

 

 

 

Net

 

 

Lives

 

Amortization

 

Carrying

 

Accumulated

 

Carrying

 

    

(years)

    

Period

    

Amount

    

Amortization

    

Value

 

 

(dollars in thousands)

Customer relationships

 

5 - 16

 

12.9

 

$

526,120

 

$

198,642

 

$

327,478

Definite-lived tradenames

 

5 - 20

 

16.3

 

 

56,695

 

 

6,128

 

 

50,567

Vendor agreements

 

8 - 10

 

8.3

 

 

6,644

 

 

3,560

 

 

3,084

Developed technology

 

5

 

4.9

 

 

5,328

 

 

723

 

 

4,605

Leasehold interests