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Stockholders' Equity
12 Months Ended
Apr. 30, 2019
Stockholders’ Equity  
Stockholders’ Equity

10. Stockholders’ Equity

 

Initial Public Offering

 

On June 1, 2016, the Company completed an IPO of 8.1 million shares of common stock at a price of $21.00 per share, including 1.1 million shares of common stock that were issued as a result of the exercise in full by the underwriters of an option to purchase additional shares to cover over‑allotments. After underwriting discounts and commissions, but before expenses, the Company received net proceeds from the IPO of approximately $156.9 million. The Company used these proceeds together with cash on hand to repay $160.0 million principal amount of its term loan debt outstanding under its senior secured second lien term loan facility, which was a payment in full of the entire loan balance due under the senior secured second lien term loan facility.

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 ranked 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 were 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 did not have voting rights.

 

The Exchangeable Shares contained 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 were prevented from transferring such GMS common stock for one year from the Titan acquisition date. The Exchangeable Shares also contained 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.

 

On May 7, 2019, the Company filed a registration statement with the SEC registering the resale of the shares of the Company’s common stock issuable upon exchange of the Exchangeable Shares. Such registration statement was declared effective on May 24, 2019 and, as a result, the holders of the Exchangeable Shares may freely sell, subject to compliance with the Company’s insider trading policy, the shares of the Company’s common stock they receive upon exchange of the Exchangeable Shares. On June 13, 2019, the holders of the Exchangeable Shares exchanged all of the Exchangeable Shares for 1.1 million shares of the Company’s common stock. Following such exchange, the Exchangeable Shares ceased to be outstanding.

 

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 1.0 million shares of its common stock for $16.5 million during the year ended April 30, 2019 pursuant to its share repurchase program. The repurchased common stock was retired. As of April 30, 2019, the Company had $58.5 million remaining under its repurchase program

 

Accumulated Other Comprehensive Income (Loss)

 

The following table sets forth the changes to accumulated other comprehensive (loss) income, net of tax, by component for the years ended April 30, 2019, 2018 and 2017:

 

 

 

 

 

 

    

Accumulated

 

 

Other

 

 

Comprehensive

 

 

Income (Loss)

 

 

(in thousands)

Accumulated other comprehensive loss as of April 30, 2016

 

$

(1,148)

Other comprehensive loss on derivative instruments before reclassification

 

 

(118)

Reclassification to earnings from accumulated other comprehensive (loss) income

 

 

382

Accumulated other comprehensive loss as of April 30, 2017

 

 

(884)

Other comprehensive income on derivative instruments before reclassification

 

 

309

Reclassification to earnings from accumulated other comprehensive (loss) income

 

 

1,016

Accumulated other comprehensive income as of April 30, 2018

 

 

441

Foreign currency translation loss

 

 

(22,320)

Other comprehensive loss on derivative instruments before reclassification

 

 

(5,423)

Reclassification to earnings from accumulated other comprehensive (loss) income

 

 

728

Accumulated other comprehensive loss as of April 30, 2019

 

$

(26,574)

 

Other comprehensive loss on derivative instruments before reclassification for the year ended April 30, 2019 is net of $1.4 million of tax.