Segments | 14. 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. 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. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations -- Non-GAAP Financial Measures” for a further discussion of this non-GAAP measure. The following tables present segment results for the three and six months ended October 31, 2019 and 2018: Three Months Ended October 31, 2019 Depreciation and Adjusted Net Sales Gross Profit Amortization EBITDA (in thousands) Geographic divisions $ 854,853 $ 281,900 $ 29,024 $ 89,171 Other 7,076 2,593 55 734 Corporate — — 439 — $ 861,929 $ 284,493 $ 29,518 $ 89,905 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 Six Months Ended October 31, 2019 Depreciation and Adjusted Net Sales Gross Profit Amortization EBITDA (in thousands) Geographic divisions $ 1,695,010 $ 553,254 $ 57,956 $ 172,254 Other 14,095 4,893 108 1,239 Corporate — — 729 — $ 1,709,105 $ 558,147 $ 58,793 $ 173,493 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 The following table presents a reconciliation of Adjusted EBITDA to net income for the three and six months ended October 31, 2019 and 2018: Three Months Ended Six Months Ended October 31, October 31, 2019 2018 2019 2018 (in thousands) Net income $ 29,138 $ 24,912 $ 53,958 $ 33,562 Interest expense 17,559 19,182 35,836 35,370 Write-off of debt discount and deferred financing fees 707 — 707 — Interest income (6) 203 (18) (33) Provision for income taxes 7,927 8,059 15,517 10,895 Depreciation expense 12,592 11,538 25,014 22,148 Amortization expense 16,926 19,249 33,779 34,961 Stock appreciation expense(a) 1,267 649 1,327 983 Redeemable noncontrolling interests(b) (18) 282 644 813 Equity-based compensation(c) 2,315 1,094 3,710 1,498 Severance and other permitted costs(d) 1,394 882 1,948 5,718 Transaction costs (acquisitions and other)(e) 327 841 1,299 5,594 Gain on sale of assets (586) (173) (742) (294) Effects of fair value adjustments to inventory(f) — — 151 4,129 Change in fair value of financial instruments(g) — 376 — 6,395 Secondary public offering costs(h) 363 — 363 — Debt transaction costs(i) — 51 — 678 Adjusted EBITDA $ 89,905 $ 87,145 $ 173,493 $ 162,417 (a) Represents non-cash expense related to stock appreciation rights agreements. (b) Represents non-cash compensation expense related to changes in the fair 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 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 costs paid to third-party advisors related to secondary offerings of our common stock. (i) Represents costs paid to third-party advisors related to debt refinancing activities. During the six months ended October 31, 2019, the Company recorded operating lease ROU assets as a result of the adoption of the new lease guidance. The Company’s geographic divisions, other and corporate segments, recorded $113.3 million, $0.3 million and $5.2 million, respectively, of operating lease ROU assets as of the transition date. 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, 2019 and 2018: Three Months Ended Six Months Ended October 31, October 31, 2019 2018 2019 2018 (in thousands) Wallboard $ 350,618 $ 334,688 $ 692,213 $ 652,423 Ceilings 122,807 118,376 251,917 234,231 Steel framing 136,159 135,760 267,988 264,872 Other products 252,345 245,013 496,987 460,455 Total net sales $ 861,929 $ 833,837 $ 1,709,105 $ 1,611,981 Geographic Information The following table presents the Company’s net sales by major geographic area for the three and six months ended October 31, 2019 and 2018: Three Months Ended Six Months Ended October 31, October 31, 2019 2018 2019 2018 (in thousands) United States $ 744,134 $ 706,347 $ 1,475,477 $ 1,397,078 Canada 117,795 127,490 233,628 214,903 Total net sales $ 861,929 $ 833,837 $ 1,709,105 $ 1,611,981 Net sales for Canada for the six months ended October 31, 2019 includes six months of net sales compared to five months for the six months ended October 31, 2018 due to the Company’s acquisition of Titan on June 1, 2018. The average exchange rates for translating Canada net sales from Canadian dollars to U.S. dollars were 0.7547 and 0.7533 for the three and six months ended October 31, 2019, respectively. The average exchange rates were and 0.7697 and 0.7679 for the three and five months ended October 31, 2018, respectively. The following table presents the Company’s property and equipment, net, by major geographic area as of October 31, 2019 and April 30, 2019: October 31, April 30, 2019 2019 (in thousands) United States $ 259,589 $ 249,857 Canada 32,547 32,492 Total property and equipment, net $ 292,136 $ 282,349 |