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Stockholders' Equity
9 Months Ended
Jan. 31, 2019
Stockholders’ Equity  
Stockholders’ Equity

7. Stockholders’ Equity

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.

Share Repurchase Program

On November 30, 2018, the Company’s Board of Directors authorized a common stock repurchase program to repurchase up to $75.0 million outstanding common stock. The Company may conduct repurchases under the share repurchase program through open market transactions, under trading plans in accordance with SEC Rule 10b5-1 and/or in privately negotiated transactions, 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. The share repurchase program does not obligate us to acquire any particular amount of common stock, and it may be suspended or terminated at any time at the Company’s discretion.

The Company repurchased 0.7 million shares of its common stock for $11.5 million during the nine months ended January 31, 2019 pursuant to its share repurchase program. The repurchased common stock was retired. As of January 31, 2019, the Company had $63.5 million remaining under its repurchase program

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 nine months ended January 31, 2019:

 

 

 

 

 

 

Accumulated

 

 

Other

 

    

Comprehensive

 

 

Income (Loss)

 

 

(in thousands)

Accumulated other comprehensive income as of April 30, 2018

 

$

441

Foreign currency translation adjustments

 

 

(8,821)

Other comprehensive loss on interest rate cap

 

 

(237)

Reclassification to earnings from accumulated other comprehensive income for interest rate cap

 

 

728

Accumulated other comprehensive loss as of January 31, 2019

 

$

(7,889)