UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K/A

(Amendment No. 1)

 


 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 15, 2018 (June 1, 2018)

 


 

GMS INC.

(Exact name of registrant as specified in charter)

 


 

Delaware

 

001-37784

 

46-2931287

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification No.)

 

100 Crescent Centre Parkway, Suite 800
Tucker, Georgia

 

30084

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (800) 392-4619

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o                       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act  o

 

 

 



 

Explanatory Note

 

On June 4, 2018, GMS Inc. filed a Current Report on Form 8-K (the “Initial Filing”) to report, among other things, that it completed its previously announced acquisition of WSB Titan on June 1, 2018.  This Current Report on Form 8-K/A is being filed as an amendment to the Initial Filing to provide the financial statements and pro forma financial information required by Items 9.01(a) and 9.01(b) of Form 8-K that were excluded from the Initial Filing in reliance on the instructions to such items.

 

Item 9.01. Financial Statements and Exhibits.

 

(a)  Financial Statements of Businesses Acquired.

 

The audited consolidated balance sheets of Master Titan Holdings LP as of December 31, 2017 and December 31, 2016 and the audited consolidated statements of income and comprehensive income, changes in partners’ equity and cash flows for the year ended December 31, 2017 and the period from formation on March 18, 2016 to December 31, 2016, and the notes related thereto, are filed as Exhibit 99.1 and incorporated herein by reference.

 

(b)  Pro Forma Financial Information.

 

The unaudited pro forma condensed combined financial information as of and for the year ended April 30, 2018, and the notes related thereto, are filed as Exhibit 99.2 and incorporated herein by reference.

 

(d)  Exhibits.

 

Exhibit

 

Description

23.1

 

Consent of PricewaterhouseCoopers LLP, independent auditors

99.1

 

Audited consolidated balance sheets of Master Titan Holdings LP as of December 31, 2017 and December 31, 2016 and audited consolidated statements of income and comprehensive income, changes in partners’ equity and cash flows for the year ended December 31, 2017 and the period of incorporation on March 18, 2016 to December 31, 2016, and the notes related thereto

99.2

 

Unaudited pro forma condensed combined financial information as of and for the year ended April 30, 2018, and the notes related thereto

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

GMS INC.

 

 

 

 

 

 

Date: August 15, 2018

By:

/s/ H. Douglas Goforth

 

 

Name:

H. Douglas Goforth

 

 

Title:

Chief Financial Officer

 

3


Exhibit 23.1

 

 

Consent of Independent Auditor

 

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-217772 and 333-221940) and Form S-3 (No. 333-221986) of GMS Inc. of our report dated April 30, 2018 relating to the financial statements of Master Titan Holdings LP, which appears in this Current Report on Form 8-K.

 

 

(Signed) “ PricewaterhouseCoopers LLP”

 

 

Chartered Professional Accountants, Licensed Public Accountants

Toronto, Canada

August 15, 2018

 

 

PricewaterhouseCoopers LLP

18 York Street Suite 2600, Toronto, Ontario, Canada M5J OB2

T: +1 416 941 8383, F: +1 416 814 3220

 

“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership .

 


Exhibit 99.1

 

Master Titan Holdings LP

 

Consolidated Financial Statements
December 31, 2017 and 2016

 



 

 

April 30, 2018

 

Independent Auditor’s Report

 

To the Unitholders of
Master Titan Holdings LP

 

We have audited the accompanying consolidated financial statements of Master Titan Holdings LP and its subsidiaries, which comprise the consolidated statements of financial position as at December 31, 2017 and December 31, 2016 and the related consolidated statements of income and comprehensive income, of changes in partners’ equity and of cash flows for the year ended December 31, 2017 and the period from incorporation on March 18, 2016 to December 31, 2016, which, as described in note 1 to the consolidated financial statements, have been prepared on the basis of International Financial Reporting Standards as issued by the International Accounting Standards Board.

 

Management’s responsibility for the consolidated financial statements

 

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board; this includes the design, implementation and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

 

Auditor’s responsibility

 

Our responsibility is to express an opinion on the consolidated financial statements based on our audit. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of significant accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

 

PricewaterhouseCoopers LLP

PwC Tower, 18 York Street, Suite 2600, Toronto, Ontario, Canada M5J 0B2

T: +1 416 863 1133, F: +1 416 365 8215

 

“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.

 



 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Opinion

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Master Titan Holdings LP and its subsidiaries as at December 31, 2017 and December 31, 2016, and the results of operations and their cash flows for the year ended December 31, 2017 and the period from incorporation on March 18, 2016 to December 31, 2016 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

 

 

Chartered Professional Accountants, Licensed Public Accountants

 



 

Master Titan Holdings LP

Consolidated Statements of Financial Position

As at December 31, 2017 and 2016

 

 

 

2017
$

 

2016
$

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and cash equivalents (note 5)

 

888,932

 

4,571,110

 

Trade accounts receivable (note 6)

 

85,046,370

 

79,555,793

 

Inventories (note 7)

 

65,648,298

 

60,024,448

 

Prepaid expenses

 

2,789,700

 

6,597,692

 

Loans receivable and advances (note 8)

 

2,240,084

 

199,210

 

 

 

156,613,384

 

150,948,253

 

Long-term assets

 

 

 

 

 

Loans to related parties (note 14)

 

37,924,952

 

 

Loans receivable and advances (note 8)

 

5,518,507

 

4,205,862

 

Property, plant and equipment (note 9)

 

34,052,071

 

29,158,126

 

Intangible assets (note 10)

 

108,514,285

 

130,465,714

 

Goodwill (note 10)

 

102,887,927

 

101,643,927

 

 

 

288,897,742

 

265,473,629

 

 

 

445,511,126

 

416,421,882

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

Bank indebtedness (note 5)

 

47,991,899

 

34,058,947

 

Accounts payable and accrued liabilities

 

23,467,116

 

34,532,582

 

Long-term debt (note 11)

 

9,252,000

 

12,260,000

 

Contingent consideration - LP Units (note 4)

 

 

9,275,171

 

 

 

80,711,015

 

90,126,700

 

Long-term liabilities

 

 

 

 

 

Long-term debt (note 11)

 

168,479,668

 

102,508,815

 

Contingent consideration - LP Units (note 4)

 

78,729,785

 

44,865,828

 

Other long-term payables

 

2,453,023

 

2,398,810

 

 

 

249,662,476

 

149,773,453

 

 

 

330,373,491

 

239,900,153

 

Partners’ Equity

 

 

 

 

 

 

 

 

 

 

 

Capital stock

 

 

 

 

 

General partnership units (note 12)

 

600

 

600

 

Limited partnership units (note 12)

 

103,736,968

 

175,242,333

 

 

 

 

 

 

 

Retained earnings

 

11,400,067

 

1,278,796

 

 

 

115,137,635

 

176,521,729

 

 

 

445,511,126

 

416,421,882

 

 

On Behalf of the Board

 

 

Director

 

Director

 

The accompanying notes are an integral part of these consolidated financial statements.

 



 

Master Titan Holdings LP

Consolidated Statements of Income and Comprehensive Income

 

 

 

Year ended
December 31,
2017
$

 

Period from
incorporation
on March 18,
2016 to
December 31,
2016
$

 

Net sales (note 15)

 

589,248,231

 

365,011,542

 

 

 

 

 

 

 

Cost of sales

 

390,364,792

 

243,841,456

 

 

 

 

 

 

 

Net sales less cost of sales

 

198,883,439

 

121,170,086

 

 

 

 

 

 

 

Operating expenses (income)

 

 

 

 

 

Wages, salaries and benefits

 

72,607,869

 

45,311,780

 

Vehicle

 

13,213,220

 

7,990,369

 

Occupancy costs

 

14,800,016

 

9,628,103

 

Repairs and maintenance

 

3,305,220

 

2,082,454

 

Bank charges

 

4,036,507

 

2,625,310

 

Marketing

 

5,218,466

 

2,932,999

 

Office

 

5,796,113

 

3,184,706

 

Depreciation

 

9,205,285

 

7,081,861

 

Amortization of intangible assets

 

21,951,429

 

14,634,286

 

Management fees

 

601,298

 

378,120

 

Other income (note 16)

 

(5,067,717

)

(3,198,029

)

 

 

145,667,706

 

92,651,959

 

Operating income

 

53,215,733

 

28,518,127

 

 

 

 

 

 

 

Other expenses

 

 

 

 

 

Interest

 

8,701,980

 

5,589,927

 

Transaction and other costs (note 4)

 

838,205

 

10,888,726

 

Other expenses

 

337,110

 

64,446

 

Consideration to former shareholders and change in fair value (note 4)

 

33,048,349

 

10,703,899

 

Loss (gain) on disposal

 

168,818

 

(7,667

)

 

 

43,094,462

 

27,239,331

 

Net income and comprehensive income - End of period

 

10,121,271

 

1,278,796

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 



 

Master Titan Holdings LP

Consolidated Statements of Changes in Partners’ Equity

For the year ended December 31, 2017 and period from incorporation on March 18, 2016 to December 31, 2016

 

 

 

Limited
partners

$

 

General
partners

$

 

Retained
earnings

$

 

Total

$

 

 

 

 

 

 

 

 

 

 

 

Partners’ equity - March 18, 2016

 

 

 

 

 

Capital contributions

 

 

 

 

 

 

 

 

 

GP units

 

 

600

 

 

600

 

Class A-1 units

 

87,821,262

 

 

 

87,821,262

 

Class A-2 units

 

7,803,738

 

 

 

7,803,738

 

 

 

95,625,000

 

600

 

 

95,625,600

 

Partners’ equity - April 29, 2016

 

 

 

 

 

 

 

 

 

Issued as part of business combination (note 4)

 

 

 

 

 

 

 

 

 

Class A-2 units

 

57,537,333

 

 

 

57,537,333

 

Class B-1 units

 

11,040,000

 

 

 

11,040,000

 

Class B-2 units

 

11,040,000

 

 

 

11,040,000

 

 

 

79,617,333

 

 

 

79,617,333

 

 

 

175,242,333

 

600

 

 

175,242,933

 

Net income and comprehensive income for the period

 

 

 

1,278,796

 

1,278,796

 

Partners’ equity - December 31, 2016

 

175,242,333

 

600

 

1,278,796

 

176,521,729

 

Partners’ equity - January 1, 2017

 

175,242,333

 

600

 

1,278,796

 

176,521,729

 

Capital contributions

 

 

 

 

 

 

 

 

 

Issued capital

 

 

 

 

 

 

 

 

 

Class A special unit option

 

100,000

 

 

 

100,000

 

Class B special unit option

 

100,000

 

 

 

100,000

 

Return of capital

 

 

 

 

 

 

 

 

 

Class A-1 units

 

(53,467,216

)

 

 

(53,467,216

)

Class A-2 units

 

(18,160,944

)

 

 

(18,160,944

)

Class A special unit option

 

(43,637

)

 

 

(43,637

)

Class B special unit option

 

(33,568

)

 

 

(33,568

)

 

 

(71,505,365

)

 

 

(71,505,365

)

 

 

103,736,968

 

600

 

1,278,796

 

105,016,364

 

Net income and comprehensive income for the period

 

 

 

10,121,271

 

10,121,271

 

Partners’ equity - December 31, 2017

 

103,736,968

 

600

 

11,400,067

 

115,137,635

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 



 

Master Titan Holdings LP

Consolidated Statements of Cash Flows

 

 

 

Year ended
December 31,
2017
$

 

Period from
incorporation
on March 18,
2016 to
December 31,
2016
$

 

Cash provided by (used in)

 

 

 

 

 

 

 

 

 

 

 

Operating activities

 

 

 

 

 

Net income for the period

 

10,121,271

 

1,278,796

 

Items not involving cash

 

 

 

 

 

Depreciation

 

9,205,285

 

7,081,861

 

Amortization of intangible assets

 

21,951,429

 

14,634,286

 

Amortization of deferred financing fees

 

502,083

 

300,208

 

Loss (gain) on disposal

 

168,818

 

(7,667

)

Consideration to former shareholders and change in fair value

 

33,048,349

 

10,703,899

 

Interest on contingent consideration

 

869,821

 

645,457

 

 

 

75,867,056

 

34,636,840

 

Changes to non-cash working capital items

 

 

 

 

 

Trade accounts receivable

 

(2,908,577

)

14,917,338

 

Inventories

 

(3,249,850

)

(2,603,794

)

Prepaid expenses

 

3,807,992

 

(4,837,508

)

Loans receivable and advances

 

(3,353,519

)

(825,095

)

Accounts payable and accrued liabilities

 

(11,065,466

)

(10,286,728

)

 

 

59,097,636

 

31,001,053

 

Investing activities

 

 

 

 

 

Payments in relation to previous business acquisition

 

(9,275,171

)

 

Business acquisition (note 4)

 

(11,000,000

)

(267,459,732

)

Purchase of property, plant and equipment (note 9)

 

(9,689,846

)

(2,708,430

)

Proceeds from disposal of property, plant and equipment (note 9)

 

221,798

 

858,460

 

 

 

(29,743,219

)

(269,309,702

)

Financing activities

 

 

 

 

 

Capital contributions received (note 12)

 

200,000

 

95,625,600

 

Return of capital (note 12)

 

(71,705,365

)

 

Loans to related parties (note 14)

 

(37,924,952

)

 

Increase in term loans

 

84,377,000

 

122,600,000

 

Repayment of term loan

 

(20,473,000

)

(7,403,395

)

Net increase in bank indebtedness

 

13,932,952

 

34,058,947

 

Financing fees

 

(1,443,230

)

(2,001,393

)

 

 

(33,036,595

)

242,879,759

 

Net change in cash during the period

 

(3,682,178

)

4,571,110

 

Cash and cash equivalents - Beginning of period

 

4,571,110

 

 

Cash and cash equivalents - End of period

 

888,932

 

4,571,110

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 



 

Master Titan Holdings LP

Notes to Consolidated Financial Statements

December 31, 2017 and 2016

 

1                       Nature of operations and summary of significant accounting policies

 

Nature of operations

 

Master Titan Holdings LP (the Company) is a general partnership formed on March 18, 2016 pursuant to the Partnership Act (Manitoba) whose partners are TorQuest Fund III GP Inc., through its ownership interest in T1 2016 Investors LP and Master Titan Holdings GP Inc.

 

The Company’s principal business activity is the purchase and distribution of drywall, lumber, commercial and residential building materials and construction material throughout Canada. On April 29, 2016, the Company commenced operations through the purchase of the net assets of several entities as described in note 4.

 

The Company has several locations throughout British Columbia, Alberta, Saskatchewan, Manitoba and Ontario. The Company’s headquarters are located at 50 Royal Group Crescent, Vaughan, Ontario, Canada L4H 1X9.

 

Summary of significant accounting policies

 

·                            Basis of presentation

 

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), and with interpretations of the International Financial Reporting Committee which the Canadian Accounting Standards Board has approved for incorporation into Part 1 of the Chartered Professional Accountants of Canada Handbook - Accounting. The Company consolidates all entities which it controls. The principal subsidiaries of the Company include the following:

 

·                        WatBlock GP (WatBlock)

·                        Watson LP (through its ownership interest in WatBlock LP) (Watson)

·                        Slegg LP (Slegg)

·                        BC Ceilings LP (BCC)

·                        Core Acoustics Titan LP (Core Acoustics)

·                        Shoemaker LP (Shoemaker)

·                        WSB Titan Amalco (WSB Titan)

 

The accounting policies set out below have been applied consistently throughout the subsidiaries to all periods presented in these consolidated financial statements. The board of directors approved these consolidated financial statements on April 30, 2018.

 

1



 

Master Titan Holdings LP

Notes to Consolidated Financial Statements

December 31, 2017 and 2016

 

·                       Basis of consolidation

 

·                        Subsidiaries

 

Subsidiaries are all those entities over which the Company has the power over the investee, is exposed or has rights to variable returns from its involvement with the investee and has the ability to affect these returns through its power over the investee. Subsidiaries are fully consolidated from the date on which control is transferred to the Company and de-consolidated from the date that control ceases.

 

·                        Intercompany transactions

 

Intercompany balances, unrealized gains and losses, and income and expenses arising from intercompany transactions are eliminated in preparing the consolidated financial statements.

 

·                       Foreign currency translation

 

The functional currency of the Company and its subsidiaries and the presentation currency of the consolidated financial statements is the Canadian dollar.

 

·                        Foreign currency transactions

 

Transactions in foreign currencies are translated into the functional currency at the exchange rate prevailing at the date of the transaction.

 

·                       Financial assets

 

·                        Classification

 

The Company classifies its financial assets into the following categories: at fair value through profit or loss, loans and receivables, and available-for-sale. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.

 

·                        Financial assets at fair value through profit or loss

 

Financial assets at fair value through profit or loss are financial assets held-for-trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term. Derivatives are also categorized as held-for-trading unless they are designated as hedges. Assets in this category are classified as current assets if expected to be settled within 12 months, otherwise they are classified as non-current.

 

2



 

Master Titan Holdings LP

Notes to Consolidated Financial Statements

December 31, 2017 and 2016

 

·                        Loans and receivables

 

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the end of the reporting period. These financial assets are classified as non-current assets.

 

·                        Available-for-sale financial assets.

 

Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless the investment matures or management intends to dispose of it within 12 months of the end of the reporting period.

 

As at December 31, 2017 and 2016, the Company only had loans and receivables.

 

·                        Offsetting financial instruments

 

Financial assets and liabilities are offset and the net amount reported in the consolidated statements of financial position when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously.

 

·                        Trade and other accounts receivable

 

Accounts receivable consist of amounts due from customers from product sales in the normal course of business. Trade receivables are carried at amounts due, net of a provision for amounts estimated to be uncollectible.

 

·                        Cash

 

Cash comprises cash balances and demand deposits with banks and other short-term highly liquid investments subject to insignificant risk of changes in value.

 

·                       Inventories

 

Inventories are mainly comprised of goods held for resale. Inventories are stated at the lower of cost and net realizable value. Cost is calculated on a weighted average basis, including freight-in costs (where applicable), net of any purchase rebates. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs necessary to make the sale. Cost of sales represents the cost of inventory recognized as an expense during the period.

 

3



 

Master Titan Holdings LP

Notes to Consolidated Financial Statements

December 31, 2017 and 2016

 

·                       Property, plant and equipment

 

Property, plant and equipment are recorded at historical cost less accumulated depreciation and accumulated impairment losses.

 

The useful lives of property and equipment are reviewed at least annually and the depreciation charge is adjusted for prospectively. Property, plant and equipment are depreciated over their estimated useful lives as follows:

 

Vehicles and trucks

 

30% - 40% declining balance

Furniture and fixtures

 

8% - 20% declining balance

Buildings

 

4% declining balance

Machinery and equipment

 

30% declining balance

Leasehold improvements

 

straight-line over the term of the lease

 

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized within other income and other expenses in the consolidated statements of income and comprehensive income.

 

·                       Goodwill and intangible assets

 

·                        Goodwill

 

All business combinations are accounted for by applying the acquisition method. Under this method, the purchase price is allocated to assets acquired, liabilities and contingent liabilities assumed (the net assets), based on their estimated fair values as at the acquisition date. Any excess of the purchase price over the estimated fair value of the net assets acquired is allocated to goodwill.

 

Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash generating units (CGUs) or group of CGUs, which corresponds to the level at which goodwill is internally monitored. Goodwill is not amortized but is tested for impairment annually or as soon as there is an indication the CGU may be impaired.

 

The carrying value of goodwill CGU is compared to the recoverable amount, which is the higher of value in use and the fair value less costs to sell. Any impairment is recognized immediately as an expense and is not subsequently reversed.

 

4



 

Master Titan Holdings LP

Notes to Consolidated Financial Statements

December 31, 2017 and 2016

 

·                        Intangible assets

 

Intangible assets other than goodwill are stated at cost less accumulated amortization and impairment losses (see note 10).

 

Identifiable intangible assets existing at the date of acquisition in a business combination are recognized as part of the purchase accounting and are measured at fair value. Intangible assets are considered identifiable if they arise from contractual or legal rights or are separable and are amortized over the life of the legal right.

 

Customer relationships and customer contracts are recognized when the acquired entity establishes relationships with key customers through contracts. Customer relationships and customer contracts are measured using an excess profit method and are amortized over their estimated useful lives of seven and five years, respectively, on a straight-line basis.

 

Brands are recognized when the acquired entity has words, names, symbols, devices or a combination thereof, used by the Company to distinguish them from those manufactured or sold by others. Brands are measured using the excess savings from owning the rights and are amortized over their estimated useful lives of five years on a straight-line basis.

 

In accordance with IFRS, for the purposes of assessing the impairment of property, plant and equipment, management has identified CGUs based on the smallest group of assets that are capable of generating largely independent cash inflows. CGUs have been identified to be those based on operating divisions.

 

·                        Calculation of the recoverable amount

 

The recoverable amount of non-financial assets or CGUs is the greater of their fair value less costs to sell and the value in use. In assessing fair value, the estimated future cash flows are discounted to their present value using a discount rate before tax that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash flows, the recoverable amount is determined for the CGU to which the asset belongs. The Company performs impairment tests of goodwill at the division level, which represents the lowest level within the entity at which operations are monitored by management for the purpose of measuring the return on investment.

 

·                       Financial liabilities

 

·                        Long-term debt

 

Long-term debt is recognized initially at fair value less associated financing fees. Subsequent to initial recognition, long-term debt is stated at amortized cost using the effective interest rate method. Financial liabilities are classified as current liabilities if payment is due within 12 months. Otherwise, they are presented as non-current liabilities.

 

5



 

Master Titan Holdings LP

Notes to Consolidated Financial Statements

December 31, 2017 and 2016

 

·                        Financing fees

 

Financing fees are incremental costs that are directly associated with the issuance of the financial liability. Financing fees include costs and commissions paid to agents and advisers.

 

·                       Recognition of contingent consideration

 

The Company recognizes the fair value of contingent consideration relating to its business acquisitions at the date the transaction closes. When the consideration is subject to the financial performance of the business being acquired, the Company revalues the contingent consideration liabilities at each subsequent reporting date and on settlement. Consideration that is earned by the former shareholders outside of the financial performance of the business or tied to vesting periods are recorded as earned and are included in the consolidated statements of income and comprehensive income. The contingent shares are either issued in escrow and subsequently released to the counterparty, or are issued at a later date, and the amount varies based on the business being acquired achieving predetermined earnings targets over a specified period.

 

Contingent consideration for certain businesses acquired are issued in LP units at the date of acquisition and subsequently settled in either equity or cash, depending on the agreement, when the contingency is resolved.

 

Subsequent changes in fair value between reporting periods are included in the determination of net income. Shares issued or released from escrow in the final settlement of contingent consideration are recognized in share capital at their fair value at the time of issue or release with a corresponding reduction in the contingent consideration liability. The current portion of contingent consideration is based on the Company’s estimate of the value that will be payable within 12 months.

 

·          Revenue

 

Revenue arising from the sale of goods is presented in net sales in the consolidated statements of income and comprehensive income. Sales are recognized when the significant risks and rewards of ownership have been transferred to the buyer, which usually occurs with shipment of the product.

 

Sales are recognized net of sales rebates and discounts.

 

The Company may, from time to time, enter into direct sales (as opposed to warehouse sales) whereby the product is sent directly from the supplier to the customer without any physical transfer to and from the Company’s warehouse. The Company is acting as principal in this relationship and bears the credit risk associated with the sales, and therefore recognizes the gross amount of the sale transaction. Sales are recognized when the significant risks and rewards of ownership have been transferred to the buyer, which usually occurs with shipment of the product.

 

6



 

Master Titan Holdings LP

Notes to Consolidated Financial Statements

December 31, 2017 and 2016

 

·                       Income taxes

 

The Company, as a limited partnership, is not subject to income taxes. The taxable income or loss of the partnership is allocated to the partners for tax purposes.

 

·                       Partnership distributions

 

The Company makes distributions to its partners, subject to certain restrictions within its credit agreement, such as remaining within certain financial covenants.

 

·        Reclassification of comparative period presentation

 

Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no effect on the reported results of operations, only classifications of certain operating expenses.

 

2                       Accounting standards and interpretations not yet in effect

 

A number of new standards and amendments to standards and interpretations are effective for annual periods beginning after January 1, 2017, and have not been applied in preparing these consolidated financial statements.

 

IFRS 9, Financial Instruments

 

IFRS 9, Financial Instruments (IFRS 9), was issued by the IASB in July 2014 and will replace International Accounting Standard (IAS) 39, Financial Instruments - Recognition and Measurement. IFRS 9 introduces a model for classification and measurement, a single, forward-looking expected loss impairment model and a substantially reformed approach to hedge accounting. The new single principle based approach for determining the classification of financial assets is driven by cash flow characteristics and the business model in which an asset is held. The new model also results in a single impairment model being applied to all financial instruments, which will require more timely recognition of expected credit losses. It also includes changes in respect of own credit risk in measuring liabilities elected to be measured at fair value, so that gains caused by the deterioration of an entity’s own credit risk on such liabilities are no longer recognized in profit or loss. The standard is effective for accounting periods beginning on or after January 1, 2018. Early adoption is permitted. The Company is still evaluating the effect of this standard.

 

IFRS 15, Revenue from Contracts with Customers

 

IFRS 15, Revenue from Contracts with Customers (IFRS 15), deals with revenue recognition and establishes principles for reporting useful information to users of financial statements about the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. Revenue is recognized when a customer obtains control of a good or service and thus has the ability to direct the use and obtain the benefits from the good or service. The standard replaces IAS 18, Revenue, and IAS 11, Construction Contracts, and related interpretations. The standard is effective for annual periods beginning on or after

 

7



 

Master Titan Holdings LP

Notes to Consolidated Financial Statements

December 31, 2017 and 2016

 

January 1, 2018 and earlier application is permitted. Based on the Company’s contracts and the products it sells, it is estimated that the standard will have no significant impact on the recognition of net sales.

 

IFRS 16, Leases

 

The IASB published a new standard, IFRS 16, Leases (IFRS 16), on January 15, 2016. The new standard brings most leases on-balance sheet for lessees under a single model, eliminating the distinction between operating and finance leases. Lessor accounting however remains largely unchanged and the distinction between operating and finance leases is retained. IFRS 16 supersedes IAS 17, Leases, and related interpretations, and is effective for periods beginning on or after January 1, 2019, with earlier adoption permitted if IFRS 15 has also been applied. The Company is in the process of assessing the impact of the new standard.

 

3       Critical accounting estimates and judgments

 

The preparation of the consolidated financial statements requires management to make estimates and judgments in applying the Company’s accounting policies that affect the reported amounts and disclosures made in the consolidated financial statements and accompanying notes.

 

Within the context of these consolidated financial statements, a judgment is a decision made by management in respect of the application of an accounting policy, a recognized or unrecognized financial statement amount and/or note disclosure, following an analysis of relevant information that may include estimates and assumptions. Estimates and assumptions are used mainly in determining the measurement of balances recognized or disclosed in the consolidated financial statements and are based on a set of underlying data that may include management’s historical experience, knowledge of current events and conditions and other factors that are believed to be reasonable under the circumstances. Management continually evaluates the estimates and judgments it uses.

 

The following are the accounting policies subject to judgments and key sources of estimation uncertainty that the Company believes could have the most significant impact on the amounts recognized in the consolidated financial statements. The Company’s significant accounting policies are disclosed in note 2.

 

Consolidation

 

The Company uses judgment in determining the entities that it controls and therefore consolidates. The Company controls an entity when the Company has the existing rights that give it the current ability to direct the activities that significantly affect the entity’s returns. The Company consolidates all of its wholly owned subsidiaries. Judgment is applied in determining whether the Company controls the entities in which it does not have ownership rights or does not have full ownership rights. Most often, judgment involves reviewing contractual rights to determine if rights are participating (giving power over the entity) or protective rights (protecting the Company’s interest without giving it power).

 

8



 

Master Titan Holdings LP

Notes to Consolidated Financial Statements

December 31, 2017 and 2016

 

Impairment of non-financial assets (goodwill, intangible assets and fixed assets)

 

Management is required to use judgment in determining the grouping of assets to identify their CGUs for the purposes of testing fixed assets for impairment. Judgment is further required to determine appropriate groupings of CGUs, for the level at which goodwill and intangible assets are tested for impairment. In addition, judgment is used to determine whether a triggering event has occurred requiring an impairment test to be completed.

 

For the annual impairment tests of goodwill, the following table summarizes the critical assumptions that were used in estimating the recoverable amount, which was based on fair value less cost of disposal, using discounted cash flows for the various entities:

 

Assumptions

 

Range

 

 

 

 

 

Terminal growth factor

 

2.0% to 3.0%

 

Estimated average revenue growth rate

 

6.0% to 8.0%

 

Discount rate

 

8.9% to 12.5%

 

 

The recoverable amount of CGUs is mostly sensitive to the discount rate used. The discount rate was determined on the basis of the weighted average cost of capital calculated for the Company. The weighted average cost of capital reflects the time value of money and the risk specific to the asset for which cash flow projections have not already been adjusted, considering the financial structure and financing conditions of an average market participant.

 

Contingent consideration

 

Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as a liability is remeasured at subsequent reporting dates in accordance with IAS 39 and IAS 37, Provisions, Contingent Liabilities and Contingent Assets, as appropriate. The remeasured liability is based on management’s best assessment of the related inputs used in the valuation models, such as future cash flows and discount rates. Future performance results that differ from management’s estimates could result in changes to liabilities recorded, which are recorded as they arise through profit or loss.

 

4                            Business combinations

 

a)                   On May 31, 2017, the Company acquired certain net assets of Dodd’s Lumber (the Dodd’s acquisition), which included primarily the land, building and other fixed assets, as well as certain working capital balances. For accounting purposes, the Dodd’s acquisition was considered a business under IFRS 3, Business Combinations. As a result, the transaction has been accounted for as a business combination. Transaction costs incurred by the Company related to the transaction have been expensed.

 

9



 

Master Titan Holdings LP

Notes to Consolidated Financial Statements

December 31, 2017 and 2016

 

The Company accounted for the Dodd’s acquisition using the acquisition method of accounting. Under this method, the Company allocates the purchase price to tangible and intangible assets acquired and liabilities assumed based on estimated fair values at the date of acquisition, with the excess of the purchase price amount being allocated to goodwill. The values of the net assets acquired, which is based on management’s estimate of fair value, and consideration given, are as follows:

 

 

 

$

 

Accounts receivable

 

2,582,000

 

Inventory

 

2,374,000

 

Fixed assets

 

4,800,000

 

Goodwill

 

1,244,000

 

 

 

 

 

Total cash consideration paid

 

11,000,000

 

 

Transaction costs of $166,994 were incurred in relation to the Dodd’s acquisition and expensed in the consolidated statements of income and comprehensive income.

 

b)                   On April 29, 2016, the Company acquired the net assets of six entities (the initial acquisition), Watson Building Supplies Incorporated, Slegg Building Materials Limited, Shoemaker Drywall Supplies (A Partnership), BC Ceiling Systems Limited, Canadian Acoustical Ceiling Supply Limited and Core Acoustics Limited (collectively the Sellers).

 

Under the terms of the agreement, the Sellers received 57,537,333 of Class A-2 units, 11,040,000 Class B-1 units and 11,040,000 Class B-2 units, cash payment of $267,459,732, contingent consideration at a fair value of $42,826,453 and deferred consideration at a fair value of $2,364,000.

 

10



 

Master Titan Holdings LP

Notes to Consolidated Financial Statements

December 31, 2017 and 2016

 

 

 

 

 

 

 

 

 

BC

 

Core

 

 

 

 

 

 

 

Watson

 

Slegg

 

Shoemaker

 

Ceilings

 

Acoustics

 

 

 

 

 

 

 

LP

 

LP

 

LP

 

LP

 

Titan LP

 

Other

 

Total

 

 

 

$

 

$

 

$

 

$

 

$

 

$

 

$

 

Consideration

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash consideration

 

113,129,003

 

67,325,000

 

70,900,000

 

5,400,000

 

208,334

 

2,000,300

 

258,962,637

 

Other long-term payables

 

 

 

 

2,174,000

 

190,000

 

 

2,364,000

 

Contingent consideration

 

8,816,000

 

28,979,000

 

3,743,453

 

1,288,000

 

 

 

42,826,453

 

LP units

 

56,629,000

 

11,740,000

 

11,040,000

 

 

208,333

 

 

79,617,333

 

Additional consideration (working capital adjustments)

 

6,024,098

 

5,624,101

 

(3,355,103

)

190,000

 

13,999

 

 

8,497,095

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

184,598,101

 

113,668,101

 

82,328,350

 

9,052,000

 

620,666

 

2,000,300

 

392,267,518

 

Net assets acquired

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

25,372,989

 

26,311,343

 

40,887,085

 

1,570,646

 

331,068

 

 

94,473,131

 

Inventories

 

12,773,939

 

31,515,660

 

12,280,477

 

770,538

 

80,040

 

 

57,420,654

 

Prepaid assets

 

347,892

 

792,695

 

482,393

 

24,704

 

112,500

 

 

1,760,184

 

Loans receivable and advances

 

498,083

 

1,052,572

 

 

29,022

 

 

2,000,300

 

3,579,977

 

Property, plant and equipment

 

10,828,723

 

11,013,100

 

12,259,365

 

260,409

 

20,753

 

 

34,382,350

 

Accounts payable and accrued liabilities

 

(9,753,943

)

(11,842,254

)

(22,173,340

)

(707,518

)

(342,255

)

 

(44,819,310

)

Loans payable

 

(1,273,395

)

 

 

 

 

 

(1,273,395

)

Intangible assets

 

98,900,000

 

18,400,000

 

25,800,000

 

2,000,000

 

 

 

145,100,000

 

Goodwill

 

46,903,813

 

36,424,985

 

12,792,370

 

5,104,199

 

418,560

 

 

101,643,927

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

184,598,101

 

113,668,101

 

82,328,350

 

9,052,000

 

620,666

 

2,000,300

 

392,267,518

 

 

11



 

Master Titan Holdings LP

Notes to Consolidated Financial Statements

December 31, 2017 and 2016

 

Transaction costs of $7,462,726 were incurred in relation to the initial acquisition and are expensed in the consolidated statements of income and comprehensive income.

 

As part of the initial acquisition, the Company committed to pay former shareholders contingent consideration based on defined targets achieved by the Company’s subsidiaries. The targets and payouts are summarized below:

 

 

 

Fair value of
consideration

at initial
acquisition

 

Maximum
payout

 

Payout

 

 

 

 

 

$

 

$

 

date

 

Target

 

Class D units (BC Ceilings)

 

1,288,000

 

4,050,000

 

April 28, 2020

 

EBITDA

 

Class D units (Slegg)

 

20,055,000

 

26,928,485

 

April 28, 2020

 

EBITDA

 

Class E-1 units (Slegg)

 

3,499,000

 

4,697,515

 

April 28, 2020

 

EBITDA

 

Class F units (other)

 

8,816,000

 

9,639,000

 

April 28, 2020

 

performance of business

 

Inventory payout (Shoemaker) (i)

 

3,743,453

 

3,787,000

 

March 28, 2017

 

inventory target

 

Inventory payout (Slegg) (i)

 

5,425,000

 

7,713,660

 

December 27, 2017

 

inventory target

 

 

 

 

 

 

 

 

 

 

 

 

 

42,826,453

 

56,815,660

 

 

 

 

 

 


(i)                   During the year, the Company paid $9,275,171 related to the inventory payout for Shoemaker and Slegg.

 

During the year, as a result of the expectation of achieving certain targets, the fair value of certain contingent consideration increased by $5,573,032 and was accrued in the current period.

 

In addition, the Company is obligated to pay additional consideration (contingent payments) not included in the total consideration above to certain former shareholders based on defined criteria. The Company is obligated to pay the following contingent payments:

 

·                        The Company is obligated to additional consideration if the average of certain operating results for the Shoemaker business for the period from April 29, 2016 to April 28, 2020 exceeds defined thresholds. The contingent payments vary based on the achieved result to a maximum of $60,000,000 payable April 28, 2020. As the obligation to pay the contingent payment is conditional on the continued employment of the former shareholder who is also a key executive, the amounts accrued are recorded as period expenses. The amount accrued in the current period is $17,763,380 (2016 - $5,953,619).

 

·                        The Company is also obligated to additional consideration if the cumulative sales for the period from April 29, 2016 to April 28, 2019 and sales for the period from April 29, 2019 to April 28, 2020 to certain former shareholders of Watson exceed defined thresholds. The contingent payments vary based on the achieved sales targets to a maximum of $22,500,000 payable on April 29, 2019 and a further $17,500,000 payable on April 29, 2020. As the obligation to pay these contingent payments is conditional on meeting certain volumes purchased by the former shareholder, the amounts accrued are recorded as period expenses. The amount accrued in the current period is $9,711,937 (2016 - $4,750,280).

 

12



 

Master Titan Holdings LP

Notes to Consolidated Financial Statements

December 31, 2017 and 2016

 

The contingent expenses are included in the consideration to former shareholders in the consolidated statements of income and comprehensive income and are accrued in contingent consideration on the consolidated statements of financial position.

 

All the contingent consideration will become immediately due and payable upon a liquidity event.

 

5                       Cash and cash equivalents

 

Cash and cash equivalents consist of the following:

 

 

 

2017

 

2016

 

 

 

$

 

$

 

 

 

 

 

 

 

Cash and cash equivalents

 

850,171

 

4,541,418

 

Petty cash

 

38,761

 

29,692

 

 

 

 

 

 

 

 

 

888,932

 

4,571,110

 

 

The bank indebtedness of the Company consists of the following:

 

 

 

2017

 

2016

 

 

 

$

 

$

 

 

 

 

 

 

 

Accounts in overdraft

 

991,899

 

2,989,946

 

Line of credit (note 11)

 

47,000,000

 

31,069,001

 

 

 

 

 

 

 

 

 

47,991,899

 

34,058,947

 

 

6                       Trade accounts receivable

 

Trade accounts receivable include taxes collected on behalf of the fiscal authorities. The taxes amounted to $861,744 (2016 - $2,461,324).

 

Trade accounts receivable of the Company consist of the following:

 

 

 

2017

 

2016

 

 

 

$

 

$

 

 

 

 

 

 

 

Trade accounts receivable

 

86,222,082

 

83,188,347

 

Allowance for doubtful accounts

 

(1,175,712

)

(3,632,554

)

 

 

 

 

 

 

 

 

85,046,370

 

79,555,793

 

Trade accounts receivable

 

 

 

 

 

0 to 60 days

 

77,310,918

 

70,056,482

 

60 to 90 days

 

5,333,534

 

5,278,028

 

Over 90 days

 

3,577,630

 

7,853,837

 

Less: Allowance for doubtful accounts

 

(1,175,712

)

(3,632,554

)

 

 

 

 

 

 

 

 

85,046,370

 

79,555,793

 

 

13



 

Master Titan Holdings LP

Notes to Consolidated Financial Statements

December 31, 2017 and 2016

 

 

 

2017

 

2016

 

 

 

$

 

$

 

 

 

 

 

 

 

Rollforward of allowance for doubtful accounts

 

 

 

 

 

Balance at the beginning of the period

 

(3,632,554

)

(6,564,081

)

Allowance made during the year

 

(454,979

)

(424,420

)

Amounts written off during the year

 

2,589,999

 

3,085,993

 

Reversal of provision for amounts collected

 

321,822

 

269,954

 

 

 

 

 

 

 

 

 

(1,175,712

)

(3,632,554

)

 

The allowance for doubtful accounts primarily comprises trade receivables overdue more than 90 days.

 

7                       Inventories

 

The Company’s inventory is comprised of finished goods inventory.

 

Inventories of the Company consist of the following:

 

 

 

2017

 

2016

 

 

 

$

 

$

 

 

 

 

 

 

 

Inventory

 

66,548,298

 

61,138,475

 

Inventory provision

 

(900,000

)

(1,114,027

)

 

 

 

 

 

 

 

 

65,648,298

 

60,024,448

 

 

The cost of inventories recognized as an expense and included in cost of sales amounted to $390,364,792 (2016 - $243,841,456).

 

8                       Loans receivable and advances

 

Loans receivable and advances consist of the following:

 

 

 

2017
$

 

2016
$

 

 

 

 

 

 

 

Loan (i)

 

2,000,000

 

2,000,000

 

Loans and advances to customers

 

5,758,591

 

2,405,072

 

 

 

 

 

 

 

 

 

7,758,591

 

4,405,072

 

Less: Current portion of loans receivable and advances

 

2,240,084

 

199,210

 

 

 

 

 

 

 

 

 

5,518,507

 

4,205,862

 

 

14



 

Master Titan Holdings LP

Notes to Consolidated Financial Statements

December 31, 2017 and 2016

 


(i)                   As part of the initial acquisition (note 4), the Company assumed an interest bearing loan of $2,000,000 advanced to Ontario Acoustic Supply Inc., maturing on August 17, 2018. The loan agreement bears interest at 3% and additional interest of $340,000 per annum. During the period, the Company received total interest of $400,000 (2016 - $266,667).

 

Advances to customers bear interest at rates from prime plus 3% to prime plus 6% based on the credit risk of the customer and are secured. Maturity dates for the advances to customers range from February 2018 to January 2025.

 

15



 

Master Titan Holdings LP

Notes to Consolidated Financial Statements

December 31, 2017

 

9                       Property, plant, and equipment

 

 

 

 

 

Furniture

 

Machinery

 

 

 

Vehicles

 

 

 

 

 

Land and

 

and

 

and

 

Leasehold

 

and

 

 

 

 

 

buildings

 

fixtures

 

equipment

 

improvements

 

trucks

 

Total

 

 

 

$

 

$

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance - January 1, 2017

 

4,007,711

 

2,013,100

 

4,981,294

 

3,034,234

 

20,998,033

 

35,034,372

 

Acquired in business combination (note 4)

 

4,400,000

 

 

400,000

 

 

 

4,800,000

 

Additions

 

 

887,362

 

970,479

 

1,946,992

 

5,885,013

 

9,689,846

 

Disposals

 

 

(50,000

)

(395,078

)

(416,940

)

(1,391,077

)

(2,253,095

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8,407,711

 

2,850,462

 

5,956,695

 

4,564,286

 

25,491,969

 

47,271,123

 

Less: Accumulated depreciation

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance - January 1, 2017

 

27,020

 

253,532

 

832,182

 

318,707

 

4,444,805

 

5,876,246

 

Amortization expense

 

93,376

 

427,834

 

1,454,383

 

789,410

 

6,440,282

 

9,205,285

 

Disposals

 

 

(21,200

)

(354,203

)

(260,310

)

(1,226,766

)

(1,862,479

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

120,396

 

660,166

 

1,932,362

 

847,807

 

9,658,321

 

13,219,052

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net book value - December 31, 2017

 

8,287,315

 

2,190,296

 

4,024,333

 

3,716,479

 

15,833,648

 

34,052,071

 

 

Depreciation expense of $9,205,285 (2016 - $7,081,861) is recorded in the consolidated statements of income and comprehensive income. During the period, the Company did not write off any fully depreciated assets.

 

16



 

Master Titan Holdings LP

Notes to Consolidated Financial Statements

December 31, 2017

 

 

 

 

 

Furniture

 

Machinery

 

 

 

Vehicles

 

 

 

 

 

Land and

 

and

 

and

 

Leasehold

 

and

 

 

 

 

 

buildings

 

fixtures

 

equipment

 

improvements

 

trucks

 

Total

 

 

 

$

 

$

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquired in business combination (note 4)

 

4,007,711

 

1,861,391

 

4,764,284

 

2,623,760

 

21,125,204

 

34,382,350

 

Additions

 

 

151,709

 

423,048

 

471,022

 

1,662,651

 

2,708,430

 

Disposals

 

 

 

(206,038

)

(60,548

)

(1,789,822

)

(2,056,408

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,007,711

 

2,013,100

 

4,981,294

 

3,034,234

 

20,998,033

 

35,034,372

 

Less: Accumulated depreciation

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation expense

 

27,020

 

253,532

 

1,016,195

 

368,956

 

5,416,158

 

7,081,861

 

Disposals

 

 

 

(184,013

)

(50,249

)

(971,353

)

(1,205,615

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

27,020

 

253,532

 

832,182

 

318,707

 

4,444,805

 

5,876,246

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net book value - December 31, 2016

 

3,980,691

 

1,759,568

 

4,149,112

 

2,715,527

 

16,553,228

 

29,158,126

 

 

17



 

Master Titan Holdings LP

Notes to Consolidated Financial Statements

December 31, 2017 and 2016

 

10                Goodwill and intangible assets

 

Goodwill and intangible assets of the Company consist of the following:

 

 

 

Intangible assets

 

 

 

 

 

Customer

 

Customer

 

 

 

 

 

 

 

 

 

relationships

 

contracts

 

Brand

 

Total

 

Goodwill

 

 

 

$

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 

 

 

 

 

 

Acquired in business combination

 

123,700,000

 

19,400,000

 

2,000,000

 

145,100,000

 

101,643,927

 

December 31, 2016

 

123,700,000

 

19,400,000

 

2,000,000

 

145,100,000

 

101,643,927

 

 

 

 

 

 

 

 

 

 

 

 

 

Less: Accumulated amortization

 

 

 

 

 

 

Amortization expense

 

11,780,952

 

2,586,667

 

266,667

 

14,634,286

 

 

December 31, 2016

 

11,780,952

 

2,586,667

 

266,667

 

14,634,286

 

 

 

 

111,919,048

 

16,813,333

 

1,733,333

 

130,465,714

 

101,643,927

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 

123,700,000

 

19,400,000

 

2,000,000

 

145,100,000

 

101,643,927

 

Acquired in business combination

 

 

 

 

 

1,244,000

 

December 31, 2017

 

123,700,000

 

19,400,000

 

2,000,000

 

145,100,000

 

102,887,927

 

 

 

 

 

 

 

 

 

 

 

 

 

Less: Accumulated amortization

 

11,780,952

 

2,586,667

 

266,667

 

14,634,286

 

 

Amortization expense

 

17,671,429

 

3,880,000

 

400,000

 

21,951,429

 

 

December 31, 2017

 

29,452,381

 

6,466,667

 

666,667

 

36,584,715

 

 

Carrying amount - December 31, 2017

 

94,247,619

 

12,933,333

 

1,333,333

 

108,514,285

 

102,887,927

 

 

Goodwill

 

As described in note 1, goodwill is reviewed for impairment annually, or at any time if an indicator of impairment exists. Key assumptions used in recoverable amount computations are described in note 3.

 

As at December 31, 2017, goodwill was tested for impairment as described above and the calculations did not evidence any impairment as the recoverable amount of the CGUs exceeded their carrying amount by a substantial amount.

 

18



 

Master Titan Holdings LP

Notes to Consolidated Financial Statements

December 31, 2017 and 2016

 

The aggregate goodwill carrying amounts allocated to each CGU are as follows:

 

 

 

2017

 

2016

 

 

 

$

 

$

 

 

 

 

 

 

 

Watson LP

 

47,322,373

 

47,322,373

 

Slegg LP

 

37,668,985

 

36,424,985

 

Shoemaker LP

 

17,896,569

 

17,896,569

 

 

 

 

 

 

 

 

 

102,887,927

 

101,643,927

 

 

11                Debt

 

 

 

2017

 

2016

 

 

 

$

 

$

 

 

 

 

 

 

 

Outstanding balance of term loan

 

180,374,000

 

116,470,000

 

Term loan, short-term portion

 

(9,252,000

)

(12,260,000

)

 

 

 

 

 

 

 

 

171,122,000

 

104,210,000

 

Deferred financing fees

 

(2,642,332

)

(1,701,185

)

 

 

 

 

 

 

Term loan, long-term portion, net of deferred financing costs

 

168,479,668

 

102,508,815

 

 

On April 29, 2016, the Company entered into a credit agreement with a syndicate of lenders for senior debt financing. The credit agreement provided for a five-year $122,600,000 term loan maturing on April 29, 2021 (the Term Loan) and a revolving credit facility of $88,000,000 (the Revolving Facility, collectively the Facilities). The facilities bore interest at the Canadian prime rate plus a marginal rate based on the level determined by the total debt to EBITDA ratio as at the end of the most recently completed fiscal quarter or fiscal year. The marginal rate ranged from 0.5% to 2.0%.

 

On June 28, 2017, the credit agreement was amended (the Amendment), extending the term loan maturity date to June 28,2022 and increasing the Term Loan facility to $185,000,000 and the Revolving Facility to $105,000,000, of which $47,000,000 is outstanding at period-end (bank indebtedness).

 

The Amendment was accounted for as a modification of debt, as the terms of the Amendment were not substantially different from the original credit agreement. Therefore, the costs associated with the modification were treated as an adjustment to the carrying value of the long-term debt and amortized over the remaining term of the modified debt.

 

Costs incurred to establish the initial credit agreement in 2016 totalled $2,001,393 and costs incurred to establish the amended agreement in 2017 were $1,443,230. The total remaining costs are amortized over the remaining term of the modified debt maturing on June 28, 2022.

 

19



 

Master Titan Holdings LP

Notes to Consolidated Financial Statements

December 31, 2017 and 2016

 

The schedule of repayments of long-term debt based on maturity is as follows:

 

 

 

$

 

 

 

 

 

2018

 

9,252,000

 

2019

 

9,252,000

 

2020

 

9,252,000

 

2021

 

9,252,000

 

2022

 

143,366,000

 

 

 

 

 

 

 

180,374,000

 

 

The credit agreement contains restrictions related to the Company’s ability to distribute earnings to its partners when certain financial covenants are breached. As at December 31, 2017, the Company was in compliance with these covenants.

 

12                Partners’ equity

 

On March 18, 2016, the Company accepted capital contributions from the following entities:

 

 

 

$

 

 

 

 

 

TI 2016 Investors Limited Partnership

 

95,000,000

 

Master Titan Holdings GP Inc.

 

600

 

 

 

 

 

 

 

95,000,600

 

 

On April 29, 2016, as a part of the business combination, the Company issued additional partnership units as partial consideration for the purchase of the Acquired Assets. The Company issued partnership units to the following entities:

 

 

 

$

 

 

 

 

 

Shoemaker Drywall Supplies (A Partnership)

 

11,040,000

 

Watson Building Supplies Inc.

 

46,990,000

 

Slegg Building Materials Ltd.

 

11,740,000

 

Core Acoustics Ltd.

 

208,333

 

2032068 Ontario Inc.

 

3,500,000

 

1955258 Ontario Inc.

 

6,139,000

 

 

 

 

 

 

 

79,617,333

 

 

On June 30, 2016, TI 2016 Investors Limited Partnership provided $625,000 of additional capital contributions.

 

The company also issued a $200,000 loan to Master Titan Holdings Option Corporation (OptionCo) during the year. The loan bears interest at 2% annually. OptionCo directed the Company to use the proceeds from the loan to fund the subscription for 100,000 Class A special units and 76,924 Class B special units. The Class A and Class B special units have a fixed distribution equal to the cost of financing at 2% annually. These units are exercisable upon a liquidity event and redeemable for 176,924 Class A-1 Master Limited Partnership units.

 

20



 

Master Titan Holdings LP

Notes to Consolidated Financial Statements

December 31, 2017 and 2016

 

On June 28, 2017, the Company returned capital to certain partners in the amount of $71,705,365.

 

At the end of the period, the Company had the following partnership units outstanding, which are classified as equity or liability, depending on their features:

 

 

 

 

 

Amount

 

 

 

 

 

 

 

2017

 

Return

 

 

 

 

 

Units

 

2016

 

Activity

 

of capital

 

2017

 

 

 

#

 

$

 

$

 

$

 

$

 

Equity units

 

 

 

 

 

 

 

 

 

 

 

GP units

 

600

 

600

 

 

 

600

 

Class A-1 units

 

87,763,570

 

87,821,262

 

 

(53,467,216

)

34,354,046

 

Class A-2 units

 

65,341,071

 

65,341,071

 

 

(18,160,944

)

47,180,127

 

Class A special unit option

 

100,000

 

 

100,000

 

(43,637

)

56,363

 

Class B-1 units

 

11,040,000

 

11,040,000

 

 

 

11,040,000

 

Class B-2 units

 

11,040,000

 

11,040,000

 

 

 

11,040,000

 

Class B special unit option

 

76,924

 

 

100,000

 

(33,568

)

66,432

 

 

 

 

 

 

 

 

 

 

 

 

 

Total units classified as equity

 

175,362,165

 

175,242,933

 

200,000

 

(71,705,365

)

103,737,568

 

 

 

 

 

 

 

 

 

 

 

 

 

Liability units

 

 

 

 

 

 

 

 

 

 

 

Class C-1 units (Watson)

 

7,500,000

 

1,787,187

 

3,399,634

 

 

5,186,821

 

Class C-2 units (Watson)

 

5,000,000

 

612,345

 

2,494,108

 

 

3,106,453

 

Class C-3 units (Watson)

 

5,000,000

 

1,189,532

 

2,118,020

 

 

3,307,552

 

Class C-4 units (Watson)

 

5,000,000

 

1,161,216

 

1,700,175

 

 

2,861,391

 

Class D-1 units (Watson)

 

7,500,000

 

 

 

 

 

Class D-2 units (Watson)

 

5,000,000

 

 

 

 

 

Class D-3 units (Watson)

 

5,000,000

 

 

 

 

 

Class D-4 units (Watson)

 

1

 

 

 

 

 

Class D units (BCC)

 

4,050,000

 

1,306,923

 

73,084

 

 

1,380,007

 

Class D units (Shoemaker)

 

51,720,000

 

5,132,020

 

15,312,034

 

 

20,444,054

 

Class D units (Slegg)

 

26,928,485

 

20,356,626

 

5,205,527

 

 

25,562,153

 

Class E-1 units (Slegg)

 

4,697,515

 

3,551,341

 

907,825

 

 

4,459,166

 

 

21



 

Master Titan Holdings LP

Notes to Consolidated Financial Statements

December 31, 2017 and 2016

 

 

 

 

 

Amount

 

 

 

 

 

 

 

2017

 

Return

 

 

 

 

 

Units

 

2016

 

Activity

 

of capital

 

2017

 

 

 

#

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

Class E-2 units (Shoemaker)

 

8,280,000

 

821,599

 

2,451,346

 

 

3,272,945

 

Class F units (other)

 

9,639,000

 

8,947,039

 

202,204

 

 

9,149,243

 

 

 

 

 

 

 

 

 

 

 

 

 

Total units classified as liability

 

145,315,001

 

44,865,828

 

33,863,957

 

 

78,729,785

 

 

 

 

 

 

 

 

 

 

 

 

 

Total units classified as liability and equity

 

320,677,166

 

220,108,761

 

34,063,957

 

(71,705,365

)

182,467,353

 

 

13                Commitments and contractual obligations

 

The Company and its subsidiaries have entered into several lease agreements for premises for various terms expiring up to the year 2030. The following table details the due dates of the Company’s operating leases and service agreements, estimated contingent consideration and estimated term loan repayment:

 

 

 

Operating
leases and
service
agreements
$

 

Contingent
consideration
$

 

Term loan
repayment
(including
interest)
$

 

2018

 

9,430,359

 

 

15,892,816

 

2019

 

8,880,716

 

22,500,000

 

15,550,122

 

2020

 

3,666,537

 

144,837,333

 

15,207,428

 

2021

 

3,160,019

 

 

14,864,734

 

2022

 

3,130,646

 

 

147,425,544

 

Thereafter

 

4,196,997

 

 

 

 

 

 

 

 

 

 

 

 

 

32,465,274

 

167,337,333

 

208,940,644

 

 

The minimum lease payments shown above are for non-cancellable operating leases for buildings as at December 31, 2017. The total expense for operating lease contracts was $13,081,869 (2016 - $8,633,550) for the period ended December 31, 2017. Interest payments included in contractual obligations are based on current prevailing interest rates (note 17).

 

The company has issued a letter of credit totalling $500,000 (2016 - $500,000).

 

22



 

Master Titan Holdings LP

Notes to Consolidated Financial Statements

December 31, 2017 and 2016

 

14                Related parties

 

Related party transactions that are in the normal course of operations and have commercial substance are made under competitive terms and conditions or in accordance with the agreements with the related party.

 

Management and other fees

 

During the period, TorQuest Fund III GP Inc., an entity that controls the Company, provided management services and various administrative support functions were provided to the Company. The charges for these services were $501,298 (2016 - $1,337,907).

 

Included in accounts payable were management fees to related parties as follows:

 

 

 

2017

 

2016

 

 

 

$

 

$

 

 

 

 

 

 

 

TorQuest Fund III GP Inc.

 

122,541

 

122,540

 

TorQuest Capital Fund III GP Inc.

 

2,459

 

2,460

 

 

 

 

 

 

 

 

 

125,000

 

125,000

 

 

Executive compensation

 

Payments made to key executives of the Company for salaries and other benefits amounted to $1,383,527 (2016 - $909,406).

 

Director’s fees

 

Payments to directors of the Company amounted to $100,000 (2016 - $40,213).

 

Other transactions

 

The Company has a lease agreement with JRK Investments Inc., an entity controlled by one of the unitholders of the Company. Payments for rental costs paid to JRK Investments Inc. amounted to $1,457,992 (2016 - $971,955).

 

Contingent compensation

 

The Company has accrued contingent consideration due to former shareholders related to the business acquisition. Details of the contingent consideration are described in note 3.

 

Loans to related parties

 

During the year, the Company made certain advances to unitholders in the amount of $37,924,952. The Company has recorded these amounts as loans receivable. The loans are repayable in the event of bankruptcy, liquidation or dissolution of the partnership agreement or a liquidity event including a transaction involving the

 

23



 

Master Titan Holdings LP

Notes to Consolidated Financial Statements

December 31, 2017 and 2016

 

sale of the business, an initial public offering or any other qualifying liquidity event. Loans are non-interest bearing and due on demand, however, the Company has agreed to postpone demand for the loans beyond the current year and as a result, the loans are classified as long-term.

 

15                Net sales

 

Net sales of the Company consist of the following:

 

 

 

Year ended
December 31,

 

Period from
incorporation
on March 18,
2016 to
December 31,

 

 

 

2017

 

2016

 

 

 

$

 

$

 

Gross sales

 

614,521,677

 

379,748,742

 

Sales discount and rebates

 

(25,273,446

)

(14,737,200

)

 

 

 

 

 

 

 

 

589,248,231

 

365,011,542

 

 

16                Other income

 

Other income of the Company consist of the following:

 

 

 

Year ended
December 31,

 

Period from
incorporation
on March 18,
2016 to
December 31,

 

 

 

2017

 

2016

 

 

 

$

 

$

 

Interest income

 

849,629

 

702,756

 

Other purchase rebates

 

1,633,875

 

925,781

 

Marketing rebates

 

2,584,213

 

1,569,492

 

 

 

 

 

 

 

 

 

5,067,717

 

3,198,029

 

 

24



 

Master Titan Holdings LP

Notes to Consolidated Financial Statements

December 31, 2017 and 2016

 

17                Risk management

 

In the normal course of business, the Company is exposed to a number of financial risks that can affect its operating performance. These risks are: interest rate risk, credit risk and liquidity risk. The Company’s overall risk management program and business practices seek to minimize any potential adverse effects on the Company’s financial performance.

 

Interest rate risk

 

The Company’s exposure to interest rate fluctuations is with respect to its short-term and long-term financing, which bears interest at a floating rate of prime. As at December 31, 2017, an increase or decrease of 1% in short-term interest rates would lead to a respective increase or decrease in annual interest expense of $2,273,740.

 

Credit risk

 

The Company is exposed to credit risk resulting from the possibility that counterparties could default on their financial obligations to the Company, including cash and cash equivalents, accounts receivable and loans receivable. Failure to manage credit risk could adversely affect the financial performance of the Company.

 

The Company’s investment policies are designed to mitigate the possibility of deterioration of principal, enhance the Company’s ability to meet its liquidity needs and to provide high returns within those parameters. Cash is on deposit with Canadian chartered banks.

 

Accounts receivable and loans receivable are monitored by management for collectability and management estimates an allowance for doubtful accounts. As a consequence of the considerable customer spread in terms of geographical location and numbers the credit risk is fundamentally limited. No customer exceeds 10% of the Company’s net sales in 2016 or 2017. As at December 31, 2017, the allowance for doubtful accounts was $1,175,712 (2016 - $3,632,554).

 

Liquidity risk

 

Cash flow forecasting is performed by the Company. The Company monitors rolling forecasts of the Company’s liquidity requirements to ensure it has sufficient cash to meet operational needs. Such forecasting takes into consideration the Company’s debt financing plans, covenant compliance, and compliance with internal consolidated statements of financial position ratio targets.

 

18                Capital management

 

The Company considers capital to be primarily cash, long-term debt and shareholder’s equity and makes adjustments as appropriate to such variables as cash on hand, additional capital expenditures, debt capacity, available credit facilities and covenant restrictions. The Company’s capital management strategy, objectives and definitions have not materially changed during 2017.

 

25



 

Master Titan Holdings LP

Notes to Consolidated Financial Statements

December 31, 2017 and 2016

 

19                Subsequent events

 

On April 5, 2018 it was announced that Gypsum Management and Supply, Inc “GMS”, has agreed to acquire 100% of the equity interests of Master Titan Holdings LP for total consideration of $800,000,000. The transaction was approved by the Competition Bureau of Canada on April 11, 2018 and is expected to close in the second calendar quarter of 2018, subject to other customary closing conditions.

 

As a result of the transaction, certain contingent consideration along with other long term payables, long term debt and the Class B-1 of $11,040,000 and Class B-2 units of $11,040,000 will become immediately repayable at time of closing. Given the completion of this transaction represents a liquidity event, the 100,000 Class A special unit options and the 76,924 Class B special units will be redeemable for Class A-1 units and the loans receivable from related parties in the amount of $37,924,952 will become immediately repayable under the terms of the agreement.

 

26


Exhibit 99.2

 

GMS INC.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

The following unaudited pro forma condensed combined financial statements are based on the historical consolidated financial statements of GMS Inc. (“GMS”) and Master Titan Holdings LP (referred to herein as “WSB Titan” or “Titan”) after giving effect to the Titan Transactions. As used herein, the term “Titan Transactions” refers to the following: (i) GMS’s acquisition of WSB Titan on June 1, 2018, as further defined in the Securities Purchase Agreement filed in GMS’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 5, 2018; (ii) the Debt Financing (as defined herein); and (iii) the issuance of equity that is exchangeable for GMS common stock to certain members of Titan’s management.

 

The unaudited pro forma condensed combined balance sheet as of April 30, 2018 is presented as if the Titan Transactions occurred on April 30, 2018. The unaudited pro forma condensed combined statement of operations for the year ended April 30, 2018 is presented as if the Titan Transactions occurred on May 1, 2017, the first day of GMS’s fiscal year ended April 30, 2018.

 

Titan has a different fiscal year end than GMS. GMS’s fiscal year ends on April 30, while Titan’s fiscal year ends on December 31. As the fiscal year ends differ by more than 93 days, pursuant to Rule 11-02(c)(3) of Regulation S-X, Titan’s financial information was adjusted for the purpose of preparing the unaudited pro forma condensed combined statement of operations for the year ended April 30, 2018. The historical statement of operations of Titan for the year ended April 30, 2018 was prepared by taking the audited statement of operations for the year ended December 31, 2017, adding the unaudited statement of operations for the four months ended April 30, 2018 and subtracting the unaudited statement of operations for the four months ended April 30, 2017.

 

The unaudited pro forma condensed combined financial statements have been prepared using the acquisition method of accounting. Accordingly, assets acquired and liabilities assumed are recorded at fair value, with any excess purchase price allocated to goodwill. The fair value of identifiable tangible and intangible assets acquired and liabilities assumed are preliminary and are based upon available information and management’s preliminary valuation of the fair value of tangible and intangible assets acquired and liabilities assumed. The finalization of the purchase accounting assessment may result in changes to the valuation of tangible and intangible assets acquired and liabilities assumed, which could be material. Accordingly, the pro forma adjustments related to the allocation of consideration transferred are preliminary and have been presented solely for the purpose of providing unaudited pro forma condensed combined financial statements. Management expects to finalize the accounting for the business combination as soon as practicable within the measurement period, but in no event later than one year from closing of the acquisition.

 

The unaudited pro forma condensed combined financial statements have been presented for informational purposes only. The historical consolidated financial information has been adjusted to give effect to pro forma events that are (i) directly attributable to the transactions, (ii) factually supportable and (iii) with respect to the statement of operations, expected to have a continuing impact on the combined results. The unaudited pro forma condensed combined financial statements are not intended to represent or be indicative of the combined company’s results of operations or financial position that would have been reported had the Titan Transactions been completed as of the dates presented, and should not be taken as a representation of the combined company’s future consolidated results of operations or financial position. The unaudited pro forma condensed combined financial statements do not reflect any operating efficiencies and cost savings that may be achieved with respect to the combined companies or the costs necessary to achieve these cost savings and operating synergies.

 

The unaudited pro forma condensed combined financial statements should be read in conjunction with the historical consolidated financial statements and accompanying notes of GMS as filed in its Annual Report on Form 10-K for the year ended April 30, 2018 and with the historical consolidated financial statements and accompanying notes of Master Titan Holdings LP as filed in GMS’s Current Report on Form 8-K/A on August 15, 2018.

 

1



 

GMS INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF APRIL 30, 2018

 

 

 

Historical

 

Historical

 

Pro Forma

 

Pro Forma

 

 

 

GMS

 

Titan

 

Adjustments

 

Combined

 

 

 

(in thousands)

 

ASSETS

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

36,437

 

$

30

 

$

(19,981

)

(a)

$

16,486

 

Trade accounts and notes receivable, net of allowances

 

346,450

 

81,356

 

 

 

427,806

 

Inventories, net

 

239,223

 

57,918

 

4,229

 

(b)

301,370

 

Prepaid expenses and other current assets

 

11,726

 

5,566

 

 

 

17,292

 

Total current assets

 

633,836

 

144,870

 

(15,752

)

 

762,954

 

Property and equipment, net

 

163,582

 

26,104

 

11,785

 

(c)

201,471

 

Goodwill

 

427,645

 

80,735

 

110,686

 

(d)

619,066

 

Intangible assets, net

 

222,682

 

79,409

 

211,186

 

(e)

513,277

 

Other assets

 

6,766

 

38,355

 

(33,414

)

(f)

11,707

 

Total assets

 

$

1,454,511

 

$

369,473

 

$

284,491

 

 

$

2,108,475

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

116,168

 

$

33,018

 

$

 

 

$

149,186

 

Accrued compensation and employee benefits

 

56,323

 

1,205

 

 

 

57,528

 

Other accrued expenses and current liabilities

 

45,146

 

6,233

 

4,618

 

(g)

57,135

 

 

 

 

 

 

 

1,138

 

(h)

 

 

Current portion of long-term debt

 

16,284

 

43,943

 

(39,751

)

(i)

20,476

 

Total current liabilities

 

233,921

 

84,399

 

(33,995

)

 

284,325

 

Long-term debt, less current portion

 

579,602

 

120,985

 

434,843

 

(j)

1,135,430

 

Deferred income taxes, net

 

10,742

 

 

6,145

 

(k)

16,887

 

Other liabilities

 

35,088

 

68,854

 

(57,829

)

(h)

46,113

 

Liabilities to noncontrolling interest holders, less current portion

 

15,707

 

 

 

 

15,707

 

Total liabilities

 

875,060

 

274,238

 

349,164

 

 

1,498,462

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

 

 

GMS stockholders’ equity

 

 

 

 

 

 

 

 

 

 

Common stock

 

411

 

 

 

 

411

 

Additional paid-in capital

 

489,007

 

81,402

 

(81,402

)

(l)

489,007

 

Retained earnings

 

89,592

 

13,833

 

(13,833

)

(l)

84,974

 

 

 

 

 

 

 

(4,618

)

(g)

 

 

Accumulated other comprehensive income

 

441

 

 

 

 

441

 

Total GMS stockholders’ equity

 

579,451

 

95,235

 

(99,853

)

 

574,833

 

Noncontrolling interest

 

 

 

35,180

 

(m)

35,180

 

Total stockholders’ equity

 

579,451

 

95,235

 

(64,673

)

 

610,013

 

Total liabilities and stockholders’ equity

 

$

1,454,511

 

$

369,473

 

$

284,491

 

 

$

2,108,475

 

 

The accompanying notes are an integral part of these pro forma condensed combined financial statements.

 

2



 

GMS INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED APRIL 30, 2018

 

 

 

Historical

 

Historical

 

Pro Forma

 

Pro Forma

 

 

 

GMS

 

Titan

 

Adjustments

 

Combined

 

 

 

(in thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

2,511,469

 

$

478,404

 

$

 

 

$

2,989,873

 

Cost of sales (exclusive of depreciation and amortization shown separately below)

 

1,692,893

 

314,832

 

 

 

2,007,725

 

Gross profit

 

818,576

 

163,572

 

 

 

982,148

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

633,877

 

120,431

 

(24,937

)

(n)

729,371

 

Depreciation and amortization

 

65,530

 

24,184

 

22,554

 

(o)

112,268

 

Total operating expenses

 

699,407

 

144,615

 

(2,383

)

 

841,639

 

Operating income

 

119,169

 

18,957

 

2,383

 

 

140,509

 

Other (expense) income:

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(31,395

)

(8,071

)

(15,532

)

(p)

(54,998

)

Change in fair value of financial instruments

 

(6,125

)

 

5,109

 

(q)

(1,016

)

Write-off of debt discount and deferred financing fees

 

(74

)

 

 

 

(74

)

Other income, net

 

2,279

 

1,008

 

 

 

3,287

 

Total other expense, net

 

(35,315

)

(7,063

)

(10,423

)

 

(52,801

)

Income before taxes

 

83,854

 

11,894

 

(8,040

)

 

87,708

 

Provision for income taxes

 

20,883

 

 

(2,131

)

(r)

18,752

 

Net income

 

62,971

 

11,894

 

(5,909

)

 

68,956

 

Less: Net income attributable to noncontrolling interests

 

 

 

1,847

 

(s)

1,847

 

Net income attributable to common stockholders

 

$

62,971

 

$

11,894

 

$

(7,756

)

 

$

67,109

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

 

 

 

 

 

 

 

 

 

Basic

 

41,015

 

 

 

 

 

 

41,015

 

Diluted

 

42,163

 

 

 

 

 

 

42,163

 

 

 

 

 

 

 

 

 

 

 

 

Net income per share

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.54

 

 

 

 

 

(s)

$

1.64

 

Diluted

 

$

1.49

 

 

 

 

 

(s)

$

1.59

 

 

The accompanying notes are an integral part of these pro forma condensed combined financial statements.

 

3



 

GMS INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

1.  Basis of Presentation

 

The following unaudited pro forma condensed combined financial statements are based on the historical consolidated financial statements of GMS Inc. (“GMS”) and Master Titan Holdings LP (referred to herein as “WSB Titan” or “Titan”) after giving effect to the Titan Transactions. As used herein, the term “Titan Transactions” refers to the following: (i) GMS’s acquisition of WSB Titan on June 1, 2018, as further defined in the Securities Purchase Agreement filed in GMS’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 5, 2018; (ii) the Debt Financing (as defined herein); and (iii) the issuance of equity that is exchangeable for GMS common stock to certain members of Titan’s management.

 

The unaudited pro forma condensed combined balance sheet as of April 30, 2018 is presented as if the Titan Transactions occurred on April 30, 2018. The unaudited pro forma condensed combined statement of operations for the year ended April 30, 2018 is presented as if the Titan Transactions occurred on May 1, 2017, the first day of GMS’s fiscal year ended April 30, 2018.

 

Titan has a different fiscal year end than GMS. GMS’s fiscal year ends on April 30, while Titan’s fiscal year ends on December 31. As the fiscal years differ by more than 93 days, pursuant to Rule 11-02(c)(3) of Regulation S-X, Titan’s financial information was adjusted for the purpose of preparing the unaudited pro forma condensed combined statement of operations for the fiscal year ended April 30, 2018. The historical statement of operations of Titan for the fiscal year ended April 30, 2018 was prepared by taking the audited statement of operations for the year ended December 31, 2017, adding the unaudited statement of operations for the four months April 30, 2018 and subtracting the unaudited statement of operations for the four months ended April 30, 2017.

 

The unaudited pro forma condensed combined financial statements have been prepared using the acquisition method of accounting. Accordingly, assets acquired and liabilities assumed are recorded at fair value, with any excess purchase price allocated to goodwill. The fair value of identifiable tangible and intangible assets acquired and liabilities assumed are preliminary and are based upon available information and management’s preliminary valuation of the fair value of tangible and intangible assets acquired and liabilities assumed. The finalization of the purchase accounting assessment may result in changes to the valuation of tangible and intangible assets acquired and liabilities assumed, which could be material. The pro forma adjustments related to the allocation of consideration transferred are preliminary and have been presented solely for the purpose of providing unaudited pro forma condensed combined statements of operations. Management expects to finalize the accounting for the business combination as soon as practicable within the measurement period, but in no event later than one year from closing of the acquisition.

 

The unaudited pro forma condensed combined financial statements have been presented for informational purposes only. The historical consolidated financial information has been adjusted to give effect to pro forma events that are (i) directly attributable to the transactions, (ii) factually supportable and (iii) with respect to the statement of operations, expected to have a continuing impact on the combined results. The unaudited pro forma condensed combined financial statements are not intended to represent or be indicative of the combined company’s results of operations or financial position that would have been reported had the Titan Transactions been completed as of the dates presented, and should not be taken as a representation of the combined company’s future consolidated results of operations or financial position. The unaudited pro forma condensed combined financial statements do not reflect any operating efficiencies and cost savings that may be achieved with respect to the combined companies or the costs necessary to achieve these cost savings and operating synergies.

 

4



 

GMS INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (CONTINUED)

 

2.  Description of Transactions

 

On June 1, 2018, GMS acquired all of the outstanding equity interests of Titan, a distributer of drywall, lumber, commercial and residential building materials. Titan is Canada’s largest gypsum specialty dealer with 30 locations across five provinces in Canada. The aggregate purchase price was $627.0 million (C$800.0 million), subject to a working capital and certain other adjustments as set forth in the Securities Purchase Agreement. As part of the consideration, certain members of Titan’s management converted a portion of their ownership position into 1.1 million shares of equity that are exchangeable for GMS common stock.

 

To finance this transaction, on June 1, 2018, GMS entered into a Third Amendment to its First Lien Credit Agreement (the “Third Amendment”) that provides for a new first lien term loan facility under the Credit Agreement in the aggregate principal amount of $996.8 million due in June 2025 that bears interest at a floating rate based on LIBOR, with a 0% floor, plus 2.75%, representing a 25 basis point improvement compared to the interest rate of the existing first lien term loan facility under the Credit Agreement immediately prior to giving effect to the Third Amendment. GMS also drew down $143.0 million under its Asset Backed Lending Facility (“ABL Facility”). The net proceeds from the new first lien term loan facility, ABL Facility and cash on hand were used to repay GMS’s existing first lien term loan facility of $571.8 million under the Credit Agreement and to finance its acquisition of Titan. As used herein, the term “Debt Financing” refers to following: (i) the new first lien term loan facility of $996.8 million; (ii) the ABL Facility draw down of $143.0 million; and (iii) the repayment of the existing first lien term loan facility of $571.8 million.

 

The preliminary fair value of consideration transferred was $615.2 million, which consisted of $580.0 million in cash paid to acquire Titan and $35.2 million for the fair value of 1.1 million shares of equity issued to certain members of Titan’s management that are exchangeable for GMS common stock. Part of the cash consideration transferred was used to repay certain indebtedness of Titan and settle certain contingent consideration arrangements of Titan. GMS also assumed certain contingent consideration arrangements that relate to Titan’s previous acquisitions. The contingent consideration arrangements are based on performance of the business and are payable in cash in fiscal 2019 and fiscal 2020.

 

The assets acquired and liabilities assumed of Titan will be recognized at their acquisition date fair values. The allocation of the consideration transferred to the assets acquired and liabilities assumed of Titan (and the related estimated lives of depreciable tangible and identifiable intangible assets) will require a significant amount of judgment.  The following table summarizes the preliminary fair value of consideration transferred and the preliminary allocation to assets acquired and liabilities assumed based on currently available information. Such final identification of all assets acquired and liabilities assumed and allocation of consideration transferred may be significantly different than that reflected below (in thousands).

 

Fair value of consideration transferred

 

$

615,181

 

 

 

 

 

Preliminary allocation of consideration transferred:

 

 

 

Accounts receivable

 

81,356

 

Inventories

 

62,147

 

Property and equipment

 

37,889

 

Other assets

 

10,537

 

Intangible assets

 

290,595

 

Goodwill

 

191,421

 

Accounts payable and accrued expenses

 

(40,456

)

Deferred tax liability

 

(6,145

)

Contingent consideration

 

(12,163

)

Total fair value of consideration transferred

 

$

615,181

 

 

5



 

GMS INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (CONTINUED)

 

The following table summarizes the preliminary components of intangible assets acquired in connection with the Titan acquisition (dollars in thousands):

 

 

 

Fair Value

 

Useful Life (Years)

 

Customer relationships

 

$

251,102

 

10 - 15

 

Tradenames

 

30,603

 

20

 

Developed technology

 

5,493

 

5

 

Non-compete agreements

 

3,060

 

3

 

Other

 

337

 

1 - 7

 

Total intangibles assets

 

$

290,595

 

 

 

 

The Company estimated the preliminary fair values of acquired customer relationships using the multi-period excess earnings method. The Company estimated the preliminary fair values of acquired tradenames and developed technology using the relief from royalty method. The Company estimated the preliminary fair value of non-compete agreements using the with and without method. Under these methods, the fair value models incorporate estimates of future cash flows, estimates of allocations of certain assets and cash flows, estimates of future growth rates, and management’s judgment regarding the applicable discount rates to use to discount such estimates of cash flows.

 

3.  Reclassifications

 

Certain reclassifications have been made to conform Titan’s historical amounts to GMS’s presentation. More specifically, Titan’s accounts payable and accrued expenses was reclassified into three separate line items, which include accounts payable, accrued compensation and employee benefits and other accrued expenses and current liabilities.

 

4.  Foreign Currency Translation

 

The reporting currency of GMS is the U.S. dollar. The functional currency of Titan is the Canadian dollar. The assets and liabilities of Titan were translated into U.S. dollars at the end-of-period exchange rate of US$0.7847/C$, and monthly revenues and expenses of Titan were translated into U.S. dollars using an average monthly exchange rate of US$0.7816/C$.

 

5.  Accounting Policies

 

Titan’s financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. GMS has performed a preliminary review of Titan’s accounting policies based on available information and discussions with Titan management to determine whether any adjustments were necessary to ensure the comparability in the pro forma condensed combined financial statements with GMS’s accounting policies and with U.S. Generally Accepted Accounting Principles (“GAAP”). GMS is not aware of any differences, at this time, that would have a material impact on the pro forma condensed combined financial statements. After the acquisition, GMS will perform a more detailed review of Titan’s accounting policies. As a result of that review, differences in accounting policies may be identified that, when conformed, could have a material impact on the unaudited pro forma condensed combined financial statements.

 

6



 

GMS INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (CONTINUED)

 

6.  Unaudited Pro Forma Adjustments

 

The pro forma adjustments included in the unaudited pro forma condensed combined financial statements are as follows:

 

(a)                                  This adjustment reflects the following sources and uses of cash and cash equivalents (in thousands):

 

Cash consideration paid for Titan

 

$

(580,001

)

Issuance of new First Lien Term Loan

 

996,840

 

Repayment of existing First Lien Term Loan

 

(571,840

)

Draw down on ABL Facility

 

143,000

 

Payment of financing costs for new First Lien Term Loan

 

(7,980

)

Total adjustment to cash and cash equivalents

 

$

(19,981

)

 

(b)                               This adjustment reflects the difference between the preliminary estimated fair value and the historical amount of Titan’s inventories. After the acquisition, the step-up in inventory fair value will increase cost of sales as the inventory is sold. This adjustment is not reflected in the unaudited pro forma condensed combined statement of operations because it does not have a continuing impact on the combined entity’s results of operations.

 

(c)                                   This adjustment reflects the difference between the preliminary estimated fair value and the historical amount of Titan’s property and equipment.

 

(d)                                  This adjustment records the preliminary amount allocated to goodwill in connection with the Titan acquisition and eliminates Titan’s historical goodwill. The net pro forma adjustment consists of the following (in thousands):

 

Record preliminary allocation of purchase price to goodwill

 

$

191,421

 

Eliminate historical goodwill

 

(80,735

)

Total adjustment to goodwill

 

$

110,686

 

 

(e)                                   This adjustment records the preliminary estimated fair value of identifiable intangible assets of Titan and eliminates Titan’s historical intangible assets. The net pro forma adjustment consists of the following (in thousands):

 

Record preliminary estimated fair value of intangible assets

 

$

290,595

 

Eliminate historical intangible assets

 

(79,409

)

Total adjustment to intangible assets

 

$

211,186

 

 

(f)                                    This adjustment reflects the elimination of certain loan receivables that were settled upon closing of the acquisition.

 

(g)                                   This adjustment reflects the estimate of future transaction costs directly attributable to the acquisition of Titan, including advisory and legal fees. These amounts will be expensed as incurred in the future and are not reflected in the unaudited pro forma condensed combined statement of operations because the expenses do not have a continuing impact on the combined entity’s results of operations.

 

(h)                                  These adjustments reflect adjustments related to certain contingent consideration arrangements. Other accrued expenses and current liabilities includes a $1.1 million increase for the preliminary estimated fair value of liabilities assumed for certain contingent consideration arrangements payable in April 2019 that are determined to be probable and estimable as of the acquisition date. Other liabilities

 

7



 

GMS INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (CONTINUED)

 

includes an $11.0 million increase for the preliminary estimated fair value of liabilities assumed for certain contingent consideration arrangements payable in April 2020 that are determined to be probable and estimable as of the acquisition date and the elimination of $68.8 million of certain liabilities for contingent consideration that were settled at the closing of the acquisition.

 

(i)                                      This adjustment reflects a net decrease in the current portion of long-term debt due to the following (in thousands):

 

Record current portion of new First Lien Term Loan

 

$

9,968

 

Eliminate current portion of existing First Lien Term Loan

 

(5,776

)

Repayment of Titan’s current portion of long-term debt

 

(43,943

)

Total adjustment to current portion of long-term debt

 

$

(39,751

)

 

(j)                                     This adjustment reflects a net increase in long-term debt due to the following (in thousands):

 

Issuance of new First Lien Term Loan

 

$

996,840

 

Repayment of existing First Lien Term Loan

 

(571,840

)

Draw down on ABL Facility

 

143,000

 

Repayment of Titan’s long-term debt

 

(120,985

)

Deferred financing costs for new First Lien Term Loan

 

(7,980

)

Total adjustment to debt

 

439,035

 

Less: Current portion of First Lien Term Loan

 

(4,192

)

Total adjustment to long-term debt

 

$

434,843

 

 

(k)                                  This adjustment reflects the preliminary estimated net deferred tax liability established for the tax effects of recognizing the preliminary purchase price allocation, calculated using the Canadian statutory rate of 26.5%.

 

(l)                                      These adjustments reflect the elimination of Titan’s historical equity balances.

 

(m)                              This adjustment reflects the issuance of equity by an indirect wholly-owned subsidiary of GMS that is exchangeable for GMS common stock. The preliminary estimated fair value of the 1.1 million exchangeable shares of $35.2 million was determined based on the GMS closing stock price as of April 30, 2018.

 

(n)                                  This adjustment reflects the elimination of $22.2 million of expenses related to certain contingent consideration arrangements, the majority of which were settled at the closing of the acquisition. This adjustment also reflects the elimination of $2.7 million of transaction costs incurred by GMS, as they reflect costs directly attributable to the acquisition of Titan, but do not have a continuing impact on the combined entity’s results of operations. Except as noted, the unaudited pro forma combined statement of operations has not been adjusted for the impact of special items. During the year ended April 30, 2018, Titan recognized $2.0 million of costs not related to ongoing operations, including prior acquisition and start-up costs, prior management fees and other nonrecurring items. The unaudited pro forma combined statement of operations has not been adjusted for the impact of these items.

 

8



 

GMS INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (CONTINUED)

 

(o)                                  This adjustment records depreciation and amortization expense based on the estimated fair value of acquired identifiable tangible and intangible assets over their estimated useful lives and eliminates historical depreciation and amortization expense. The net pro forma adjustment consists of the following (in thousands):

 

 

 

Year Ended

 

 

 

April 30, 2018

 

Record estimated pro forma depreciation

 

$

9,505

 

Eliminate historical depreciation

 

(7,027

)

Record estimated pro forma amortization

 

37,233

 

Eliminate historical amortization

 

(17,157

)

Total adjustment to amortization expense

 

$

22,554

 

 

Depreciation expense for property and equipment was calculated using a declining balance method over their expected useful lives.

 

Amortization of customer relationships was calculated using an accelerated method to match the estimated cash flow generated by such assets over their estimated useful life. Amortization of trade names, developed technology, non-compete agreements and other intangible assets was calculated on a straight-line basis over the estimated useful lives of the intangible assets. Estimated future amortization for these identifiable intangible assets is $34.1 million and $34.2 million for the fiscal years ending April 30, 2019 and 2020, respectively. See Note 2, “Description of Transactions,” for more detail on acquired identifiable intangible assets and estimated useful lives.

 

(p)                                  This adjustment records a net increase in interest expense due to the following (in thousands):

 

 

 

Year Ended

 

 

 

April 30, 2018

 

Record interest expense on new First Lien Term Loan

 

$

41,490

 

Eliminate interest expense on existing First Lien Term Loan

 

(25,517

)

Record interest expense on ABL Facility

 

5,863

 

Record amortization of deferred financing costs

 

998

 

Eliminate historical interest expense on Titan indebtetness

 

(7,302

)

Total adjustment to interest expense

 

$

15,532

 

 

For purposes of the unaudited pro forma condensed combined financial statements, interest rates ranging from 3.89% to 5.11% were used for the new First Lien Term Loan, which represent a 25 basis point decrease from the interest rates on the existing First Lien Term Loan during the year ended April 30, 2018. An interest rate of 4.1% was used for the ABL Facility. The interest rate used for purposes of the unaudited pro forma condensed combined financial statements may be considerably different than the actual interest rates based on market conditions.

 

(q)                                  This adjustment reflects the elimination of a $5.1 million loss on the change in fair value of a foreign currency forward contract. In April 2018, in connection with the acquisition of Titan, GMS entered into a foreign currency forward contract to mitigate the foreign currency exchange risk associated with the purchase price that was denominated in Canadian dollars. The foreign currency forward contract effectively fixed the amount GMS paid for the purchase price denominated in Canadian dollars by contracting GMS to pay U.S. dollars and receive Canadian dollars on the notional amount. GMS recognized a $5.1 million loss on the change in fair value of the foreign currency forward contract during the year ended April 30, 2018. This loss is directly attributable to the acquisition of Titan, but does not have a continuing impact on the combined entity’s results of operations.

 

9



 

GMS INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (CONTINUED)

 

(r)                                     This adjustment reflects the pro forma tax impact of the pro forma adjustments, calculated using the Canadian statutory rate of 26.5%. The pro forma combined provision for income taxes does not reflect the amounts that would have resulted had GMS and Titan filed consolidated income tax returns during the period presented.

 

(s)                                    Pro forma earnings per share for the year ended April 30, 2018 includes the effect of 1.1 million shares of equity issued by an indirect wholly-owned subsidiary of GMS that is exchangeable for GMS common stock. The exchangeable shares have the right to receive dividends should GMS declare dividends on its common stock. Net income for the period was allocated on a pro-rata basis to the noncontrolling interest. Income attributable to common stockholders was calculated by deducting earnings allocated to the noncontrolling interest from net income.

 

The following table presents the calculation for basic and diluted earnings per share (in thousands, except per share data):

 

 

 

Year Ended

 

 

 

April 30, 3018

 

Net income

 

$

68,956

 

Less: Net income attributable to noncontrolling interests

 

(1,847

)

Net income attibutable to common stockholders

 

$

67,109

 

 

 

 

 

Basic earnings per common share:

 

 

 

Basic weighted average common shares outstanding

 

41,015

 

Basic earnings per common share

 

$

1.64

 

 

 

 

 

Diluted earnings per common share:

 

 

 

Basic weighted average shares outstanding

 

41,015

 

Add: Common Stock Equivalents

 

1,148

 

Diluted weighted average common shares outstanding

 

42,163

 

Basic earnings per common share

 

$

1.59

 

 

7.  Quarterly Pro Forma Information

 

The following table presents unaudited pro forma combined net sales for each quarter in the year ended April 30, 2018 (in thousands):

 

 

 

Year Ended April 30, 2018

 

 

 

First

 

Second

 

Third

 

Fourth

 

 

 

Quarter

 

Quarter

 

Quarter

 

Quarter

 

Historical GMS net sales

 

$

642,157

 

$

648,004

 

$

585,508

 

$

635,800

 

Historical Titan net sales

 

125,677

 

129,142

 

107,697

 

115,888

 

Total pro forma combined net sales

 

$

767,834

 

$

777,146

 

$

693,205

 

$

751,688

 

 

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