Segments | 14. Segments General The Company has eight 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 eight operating segments based on the Company’s eight geographic divisions, which are Central, Midwest, Northeast, Southern, Southeast, Southwest, Western and Canada. During the nine months ended January 31, 2021, the Company divided its Southern operating segment into two operating segments, Southern and Southwest, which resulted in an increase (from seven to eight) in the number of operating segments. The Company performed a goodwill impairment test immediately before and after the change in operating segments, which indicated the fair values of the Company’s reporting units exceeded their carrying values. 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. 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: Three Months Ended January 31, 2021 Depreciation and Adjusted Net Sales Gross Profit Amortization EBITDA (in thousands) Geographic divisions $ 741,885 $ 240,536 $ 24,942 $ 61,916 Other 9,306 2,788 92 671 Corporate — — 528 — $ 751,191 $ 243,324 $ 25,562 $ 62,587 Three Months Ended January 31, 2020 Depreciation and Adjusted Net Sales Gross Profit Amortization EBITDA (in thousands) Geographic divisions $ 754,916 $ 251,086 $ 28,791 $ 62,169 Other 6,436 2,387 56 528 Corporate — — 575 — $ 761,352 $ 253,473 $ 29,422 $ 62,697 Nine Months Ended January 31, 2021 Depreciation and Adjusted Net Sales Gross Profit Amortization EBITDA (in thousands) Geographic divisions $ 2,341,430 $ 760,908 $ 78,507 $ 226,588 Other 25,190 7,945 274 1,575 Corporate — — 1,123 — $ 2,366,620 $ 768,853 $ 79,904 $ 228,163 Nine Months Ended January 31, 2020 Depreciation and Adjusted Net Sales Gross Profit Amortization EBITDA (in thousands) Geographic divisions $ 2,449,926 $ 804,340 $ 86,747 $ 234,422 Other 20,531 7,280 164 1,768 Corporate — — 1,304 — $ 2,470,457 $ 811,620 $ 88,215 $ 236,190 The following table presents a reconciliation of Adjusted EBITDA to net income: Three Months Ended Nine Months Ended January 31, January 31, 2021 2020 2021 2020 (in thousands) Net income $ 16,126 $ 10,879 $ 71,814 $ 64,837 Interest expense 13,454 16,474 41,060 52,310 Write-off of debt discount and deferred financing fees — — — 707 Interest income (6) (8) (57) (26) Provision for income taxes 5,709 2,816 23,590 18,333 Depreciation expense 11,371 12,930 36,908 37,944 Amortization expense 14,191 16,492 42,996 50,271 Stock appreciation rights(a) 1,446 (347) 2,552 980 Redeemable noncontrolling interests(b) 624 (318) 1,062 326 Equity-based compensation(c) 1,877 1,465 6,734 5,175 Severance and other permitted costs(d) (83) 1,700 2,626 3,648 Transaction costs (acquisitions and other)(e) 664 434 789 1,733 Gain on disposal and impairment of assets(f) (1,404) (130) (529) (872) Effects of fair value adjustments to inventory(g) — 310 — 461 Gain on legal settlement (1,382) — (1,382) — Secondary public offering costs(h) — — — 363 Adjusted EBITDA $ 62,587 $ 62,697 $ 228,163 $ 236,190 (a) Represents changes in the fair value of stock appreciation rights. (b) Represents changes in the fair value 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 the calculation of Adjusted EBITDA under the ABL Facility and the Term Loan Facility, including certain unusual, nonrecurring costs and credits received due to the COVID-19 pandemic. (e) Represents costs related to acquisitions paid to third parties. (f) Includes gains from the sale of assets and impairment of assets resulting from restructuring plans to close certain facilities. (g) Represents the non-cash cost of sales impact of acquisition accounting adjustments to increase inventory to its estimated fair value. (h) Represents costs paid to third-party advisors related to secondary offerings of our common stock. Revenues by Product The following table presents the Company’s net sales to external customers by main product lines: Three Months Ended Nine Months Ended January 31, January 31, 2021 2020 2021 2020 (in thousands) Wallboard $ 311,122 $ 314,391 $ 969,634 $ 1,006,604 Ceilings 101,909 112,768 326,904 364,685 Steel framing 103,956 118,823 325,736 386,811 Other products 234,204 215,370 744,346 712,357 Total net sales $ 751,191 $ 761,352 $ 2,366,620 $ 2,470,457 Geographic Information The following table presents the Company’s net sales by major geographic area: Three Months Ended Nine Months Ended January 31, January 31, 2021 2020 2021 2020 (in thousands) United States $ 637,568 $ 661,491 $ 2,001,020 $ 2,136,968 Canada 113,623 99,861 365,600 333,489 Total net sales $ 751,191 $ 761,352 $ 2,366,620 $ 2,470,457 The following table presents the Company’s property and equipment, net, by major geographic area: January 31, April 30, 2021 2020 (in thousands) United States $ 268,826 $ 270,855 Canada 36,318 34,612 Total property and equipment, net $ 305,144 $ 305,467 |