Stockholders' Equity

12 Months Ended

Apr. 30, 2021

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 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. 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

The Company's Board of Directors has authorized a common stock repurchase program to repurchase up to $75.0 million of 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. These repurchases are 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 the Company 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 134 thousand and 1.0 million shares of its common stock for $4.2 million and $16.5 million during the years ended April 30, 2021 and April 30, 2019, respectively, pursuant to its share repurchase program. The Company did not repurchase any shares of its common stock during the year ended April 30, 2020. The repurchased common stock was retired. As of April 30, 2021, the Company had $54.3 million of remaining repurchase authorization under its share repurchase program.

Secondary Public Offering

On September 9, 2019, AEA Investors LP and its affiliates (“AEA”) completed a secondary public offering of 6.8 million shares of the Company’s common stock at a price to the public of $27.20 per share, representing all of AEA’s remaining ownership in the Company. The Company did not receive any proceeds from the sale of its common stock in the offering by AEA. As a result of the offering, AEA no longer has the right to nominate any directors to the Company’s board of directors pursuant to the Company stockholders’ agreement.

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, 2021, 2020 and 2019:


	Foreign Currency Translation		Derivative Financial Instruments		Accumulated Other Comprehensive Income (Loss)
	(in thousands)
Balance as of April 30, 2018	$	—	$	441	$	441
Other comprehensive loss before reclassification	(22,320)		(5,423)		(27,743)
Reclassification to earnings from accumulated other comprehensive income (loss)	—		728		728
Balance as of April 30, 2019	(22,320)		(4,254)		(26,574)
Other comprehensive loss before reclassification	(18,257)		(22,263)		(40,520)
Reclassification to earnings from accumulated other comprehensive income (loss)	—		2,012		2,012
Balance as of April 30, 2020	(40,577)		(24,505)		(65,082)
Other comprehensive income (loss) before reclassification	61,341		(311)		61,030
Reclassification to earnings from accumulated other comprehensive income (loss)	—		8,811		8,811
Balance as of April 30, 2021	$	20,764	$	(16,005)	$	4,759

Other comprehensive loss on derivative instruments for the years ended April 30, 2021, 2020 and 2019 is net of tax of $0.1 million, $6.4 million and $1.4 million, respectively.