UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 2, 2023
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:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, par value $0.01 per share | GMS | New York Stock Exchange |
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 ¨
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 ¨
Item 2.02. Results of Operations and Financial Condition.
On March 2, 2023, GMS Inc. (the “Company” or “GMS”) issued a press release, a copy of which is furnished as Exhibit 99.1 hereto and incorporated herein by reference, announcing the Company’s financial results for the three and nine months ended January 31, 2023.
The information contained in Item 7.01 concerning the presentation to GMS investors is hereby incorporated into this Item 2.02 by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 7.01. Regulation FD Disclosure.
The slide presentation furnished as Exhibit 99.2 hereto, and incorporated herein by reference, will be presented to certain investors of GMS on March 2, 2023, and may be used by GMS in various other presentations to investors on or after March 2, 2023.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.2 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit | Description |
99.1* | Press release, dated March 2, 2023. |
99.2* | GMS Inc. presentation to investors. |
104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
*Furnished herewith
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: March 2, 2023 | By: | /s/ Scott M. Deakin | |
Name: | Scott M. Deakin | ||
Title: | Chief Financial Officer |
Exhibit 99.1
GMS REPORTS THIRD QUARTER FISCAL 2023 RESULTS
Strong Multi-Family, Improving Commercial Activity, Resilient Pricing and Continued Complementary Product Momentum Drives Sales, Gross Profit and Adjusted EBITDA Growth
Tucker, Georgia, March 2, 2023. GMS Inc. (NYSE: GMS), a leading North American specialty building products distributor, today reported financial results for the fiscal third quarter ended January 31, 2023.
Third Quarter Fiscal 2023 Highlights
(Comparisons are to the third quarter of fiscal 2022)
· | Net sales of $1.2 billion increased 7.0%; organic net sales increased 6.4%. |
· | 19.9% multi-family and 5.6% commercial Wallboard volume growth in the U.S. helped to partially offset single-family volume declines of 10.6%. |
· | Net income of $64.8 million, or $1.53 per diluted share, increased 5.5% compared to net income of $61.4 million, or $1.40 per diluted share; Adjusted net income of $78.3 million, or $1.85 per diluted share, compared to $76.5 million, or $1.74 per diluted share. |
· | Adjusted EBITDA of $140.8 million increased $5.8 million, or 4.3%; Adjusted EBITDA margin was 11.4%, compared to 11.7%. |
· | Cash provided by operating activities increased $76.9 million to $134.1 million; Free cash flow improved $82.3 million to $122.5 million. |
· | Net debt leverage was 1.6 times, down from 2.3 times a year ago. |
“We were pleased to deliver solid results for our fiscal third quarter, including heightened levels of net sales, net income, Adjusted EBITDA and cash flow,” said John C. Turner, Jr., President and Chief Executive Officer of GMS. “Continued strength in multi-family, improved commercial activity and continued expansion of Complementary Products helped to offset both the early stages of a slowdown in single-family construction as well as difficult weather conditions during the quarter.”
Turner continued, “At the end of December, we acquired Tanner Bolt & Nut, Inc. (“Tanner”) in Brooklyn, NY. Tanner is a leading distributor of tools and fasteners servicing primarily the five New York City Boroughs and Long Island. Complementing this acquisition is our new greenfield yard, also in Brooklyn, with a dedicated focus on Ceilings, which we opened in early January. Combined, these investments give us a meaningful presence in the New York City area and a base from which we intend to continue to invest and grow, demonstrating our ongoing commitment to our strategic priorities of expanding our footprint and growing our Complementary and core product sales.”
“As we look to close out fiscal 2023 at the end of April, it appears single-family demand will continue to soften while multi-family and commercial activity should improve seasonally with continuing year-over-year growth. During this period, we expect to see year-over-year pricing in Wallboard, Ceilings and Complementary Products remain resilient. Similar to this quarter however, pricing and volumes in Steel Framing will likely remain challenged.”
“Given these end market dynamics, subsequent to the end of the quarter, the Company implemented cost reduction initiatives to better align our operations with the current demand outlook. As phased in, these initiatives are expected to reduce fixed SG&A expenses by approximately $15 million on an annualized basis. Approximately $2.5 million in one-time execution costs related to these reductions will be recorded during our fiscal fourth quarter.”
“All considered, we continue to be well-positioned with the scale, wide range of product offerings and expertise to adjust as needed to service the demands of all of our customers and continue to grow our business over the longer term.”
Third Quarter Fiscal 2023 Results
Net sales for the third quarter of fiscal 2023 of $1.2 billion increased 7.0% as compared with the prior year quarter, primarily due to resilient pricing in Wallboard, Ceiling tiles and Complementary Products, strong levels of multi-family construction activity, a slowly recovering commercial construction environment and continued sales growth both organically and otherwise in Complementary Products. These results were partially offset by declining single-family construction demand and a challenging volume and pricing environment in Steel Framing. Organic net sales, which exclude the net sales of acquired businesses until the first anniversary of the acquisition date and the impact of foreign currency translation, increased 6.4%.
Year-over-year quarterly sales changes by product category were as follows:
· Wallboard sales of $500.7 million increased 20.6% (up 21.2% on an organic basis).
· Ceilings sales of $146.8 million increased 4.9% (up 5.2% on an organic basis).
· Steel Framing sales of $234.5 million decreased (17.1)% (down (16.8)% on an organic basis).
· Complementary Product sales of $352.6 million increased 11.7% (up 8.2% on an organic basis).
Gross profit of $402.2 million increased 9.4% compared to the third quarter of fiscal 2022 primarily due to the continued successful pass through of product inflation, improving commercial Wallboard sales, growth in the sales of Complementary Products, and incremental gross profit from acquisitions. Gross margin of 32.6% increased 70 basis points year-over-year with better-than-expected margins in Steel Framing on focused inventory management and project quoting as well as the execution on negotiated year-end volume incentives. End market mix and Complementary Product margins were also favorable in the quarter.
Selling, general and administrative (“SG&A”) expense leverage during the quarter was negatively impacted by demand pull-backs in single-family construction, resulting in a relative mix shift in end market volumes, which while favorable to gross margin, also require a higher operational cost to serve. In addition, inflationary wages, higher fuel and maintenance costs and disruptive weather conditions in several markets ultimately challenged our normal operational efficiency. As a result, SG&A expense as a percentage of net sales increased 80 basis points to 21.7% for the quarter compared to 20.9% in the third quarter of fiscal 2022. Adjusted SG&A expense as a percentage of net sales of 21.4% increased 100 basis points from 20.4% in the prior year quarter.
Net income increased 5.5% to $64.8 million, or $1.53 per diluted share, compared to net income of $61.4 million, or $1.40 per diluted share, in the third quarter of fiscal 2022. Adjusted net income was $78.3 million, or $1.85 per diluted share, compared to $76.5 million, or $1.74 per diluted share, in the third quarter of the prior fiscal year. Earnings per share outpaced net income as a result of the $100.4 million in share repurchases completed since the end of January 2022.
Adjusted EBITDA increased $5.8 million, or 4.3%, to $140.8 million compared to the prior year quarter. Adjusted EBITDA margin was 11.4%, compared with 11.7% for the third quarter of fiscal 2022.
Balance Sheet, Liquidity and Cash Flow
As of January 31, 2023, the Company had cash on hand of $186.7 million, total debt of $1.2 billion and $574.4 million of available liquidity under its revolving credit facilities. Net debt leverage was 1.6 times as of the end of the quarter, down from 2.3 times at the end of the third quarter of fiscal 2022.
The Company recorded significantly improved levels of cash flow for the quarter. Cash provided by operating activities and free cash flow were $134.1 million and $122.5 million, respectively, for the quarter ended January 31, 2023. For the quarter ended January 31, 2022, the Company recorded cash provided by operating activities and free cash flow of $57.2 million and $40.2 million, respectively.
During the quarter, the Company repurchased 656,670 shares of common stock for $33.2 million. As of January 31, 2023, the Company had $128.0 million of share repurchase authorization remaining.
Platform Expansion Activities
During the third quarter of fiscal 2023, the Company continued the execution of its platform expansion strategy with its first entries into the New York City market. These include the acquisition of Tanner Bolt & Nut, Inc. on December 30, 2022 and the opening of a Ceilings-focused greenfield location, expanding upon its existing vendor relationships in other Northeast markets.
In addition, during the quarter, the Company opened a greenfield yard location in Chester, VA and three new AMES store locations.
Conference Call and Webcast
GMS will host a conference call and webcast to discuss its results for the third quarter of fiscal 2023 ended January 31, 2023 and other information related to its business at 8:30 a.m. Eastern Time on Thursday, March 2, 2023. Investors who wish to participate in the call should dial 877-407-3982 (domestic) or 201-493-6780 (international) at least 5 minutes prior to the start of the call. The live webcast will be available on the Investors section of the Company’s website at www.gms.com. There will be a slide presentation of the results available on that page of the website as well. Replays of the call will be available through April 2, 2023 and can be accessed at 844-512-2921 (domestic) or 412-317-6671 (international) and entering the pass code 13735726.
About GMS Inc.
Founded in 1971, GMS operates a network of approximately 300 distribution centers with extensive product offerings of Wallboard, Ceilings, Steel Framing and Complementary Products. In addition, GMS operates approximately 100 tool sales, rental and service centers, providing a comprehensive selection of building products and solutions for its residential and commercial contractor customer base across the United States and Canada. The Company’s unique operating model combines the benefits of a national platform and strategy with a local go-to-market focus, enabling GMS to generate significant economies of scale while maintaining high levels of customer service.
Use of Non-GAAP Financial Measures
GMS reports its financial results in accordance with GAAP. However, it presents Adjusted net income, free cash flow, Adjusted SG&A, Adjusted EBITDA, and Adjusted EBITDA margin, which are not recognized financial measures under GAAP. GMS believes that Adjusted net income, free cash flow, Adjusted SG&A, Adjusted EBITDA, and Adjusted EBITDA margin assist investors and analysts in comparing its operating performance across reporting periods on a consistent basis by excluding items that the Company does not believe are indicative of its core operating performance. The Company’s management believes Adjusted net income, Adjusted SG&A, free cash flow, Adjusted EBITDA and Adjusted EBITDA margin are helpful in highlighting trends in its operating results, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which the Company operates and capital investments. In addition, the Company utilizes Adjusted EBITDA in certain calculations in its debt agreements.
You are encouraged to evaluate each adjustment and the reasons GMS considers it appropriate for supplemental analysis. In addition, in evaluating Adjusted net income, Adjusted SG&A and Adjusted EBITDA, you should be aware that in the future, the Company may incur expenses similar to the adjustments in the presentation of Adjusted net income, Adjusted SG&A and Adjusted EBITDA. The Company’s presentation of Adjusted net income, Adjusted SG&A, Adjusted SG&A margin, Adjusted EBITDA, and Adjusted EBITDA margin should not be construed as an inference that its future results will be unaffected by unusual or non-recurring items. In addition, Adjusted net income, free cash flow, Adjusted SG&A and Adjusted EBITDA may not be comparable to similarly titled measures used by other companies in GMS’s industry or across different industries. Please see the tables at the end of this release for a reconciliation of Adjusted EBITDA, free cash flow, Adjusted SG&A and Adjusted net income to the most directly comparable GAAP financial measures.
When calculating organic net sales growth, the Company excludes from the calculation (i) net sales of acquired businesses until the first anniversary of the acquisition date, and (ii) the impact of foreign currency translation.
Forward-Looking Statements and Information
This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You can generally identify forward-looking statements by the Company’s use of forward-looking terminology such as “anticipate,” “believe,” “confident,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “seek,” or “should,” or the negative thereof or other variations thereon or comparable terminology. In particular, statements about the markets in which GMS operates, including in particular residential and commercial construction, and the economy generally, pricing, volumes, the demand for the Company’s products, including Complementary Products, the Company’s strategic priorities and the results thereof, performance, growth, including in the New York City area, the Company’s cost reduction initiatives and results thereof contained in this press release may be considered forward-looking statements. The Company has based forward-looking statements on its current expectations, assumptions, estimates and projections. While the Company believes these expectations, assumptions, estimates, and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond its control, including current and future public health issues that may affect the Company’s business. Forward-looking statements involve risks and uncertainties, including, but not limited to, those described in the “Risk Factors” section in the Company’s most recent Annual Report on Form 10-K, and in its other periodic reports filed with the SEC. In addition, the statements in this release are made as of March 2, 2023. The Company undertakes no obligation to update any of the forward-looking statements made herein, whether as a result of new information, future events, changes in expectation or otherwise. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to March 2, 2023.
Contact Information:
Investors:
Carey Phelps
ir@gms.com
770-723-3369
GMS Inc.
Condensed Consolidated Statements of Operations (Unaudited)
(in thousands, except per share data)
Three Months Ended | Nine Months Ended | |||||||||||||||
January 31, | January 31, | |||||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
Net sales | $ | 1,234,618 | $ | 1,153,595 | $ | 4,025,150 | $ | 3,346,222 | ||||||||
Cost of sales (exclusive of depreciation and amortization shown separately below) | 832,370 | 785,823 | 2,723,681 | 2,270,747 | ||||||||||||
Gross profit | 402,248 | 367,772 | 1,301,469 | 1,075,475 | ||||||||||||
Operating expenses: | ||||||||||||||||
Selling, general and administrative | 267,380 | 241,040 | 814,063 | 685,652 | ||||||||||||
Depreciation and amortization | 31,419 | 29,750 | 96,085 | 86,867 | ||||||||||||
Total operating expenses | 298,799 | 270,790 | 910,148 | 772,519 | ||||||||||||
Operating income | 103,449 | 96,982 | 391,321 | 302,956 | ||||||||||||
Other (expense) income: | ||||||||||||||||
Interest expense | (16,943 | ) | (15,429 | ) | (47,659 | ) | (43,830 | ) | ||||||||
Other income, net | 1,966 | 1,041 | 5,458 | 2,771 | ||||||||||||
Total other expense, net | (14,977 | ) | (14,388 | ) | (42,201 | ) | (41,059 | ) | ||||||||
Income before taxes | 88,472 | 82,594 | 349,120 | 261,897 | ||||||||||||
Provision for income taxes | 23,697 | 21,211 | 91,722 | 64,951 | ||||||||||||
Net income | $ | 64,775 | $ | 61,383 | $ | 257,398 | $ | 196,946 | ||||||||
Weighted average common shares outstanding: | ||||||||||||||||
Basic | 41,578 | 43,094 | 42,119 | 43,106 | ||||||||||||
Diluted | 42,232 | 43,945 | 42,812 | 43,937 | ||||||||||||
Net income per common share: | ||||||||||||||||
Basic | $ | 1.56 | $ | 1.42 | $ | 6.11 | $ | 4.57 | ||||||||
Diluted | $ | 1.53 | $ | 1.40 | $ | 6.01 | $ | 4.48 |
GMS Inc.
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands, except per share data)
January 31, 2023 |
April 30, 2022 |
|||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 186,663 | $ | 101,916 | ||||
Trade accounts and notes receivable, net of allowances of $10,653 and $9,346, respectively | 775,118 | 750,046 | ||||||
Inventories, net | 586,651 | 550,953 | ||||||
Prepaid expenses and other current assets | 19,215 | 20,212 | ||||||
Total current assets | 1,567,647 | 1,423,127 | ||||||
Property and equipment, net of accumulated depreciation of $257,697 and $227,288, respectively | 375,115 | 350,679 | ||||||
Operating lease right-of-use assets | 153,524 | 153,271 | ||||||
Goodwill | 693,871 | 695,897 | ||||||
Intangible assets, net | 403,851 | 454,747 | ||||||
Deferred income taxes | 21,343 | 17,883 | ||||||
Other assets | 18,106 | 8,795 | ||||||
Total assets | $ | 3,233,457 | $ | 3,104,399 | ||||
Liabilities and Stockholders’ Equity | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 314,349 | $ | 367,315 | ||||
Accrued compensation and employee benefits | 91,724 | 107,925 | ||||||
Other accrued expenses and current liabilities | 117,737 | 127,938 | ||||||
Current portion of long-term debt | 54,222 | 47,605 | ||||||
Current portion of operating lease liabilities | 41,518 | 38,415 | ||||||
Total current liabilities | 619,550 | 689,198 | ||||||
Non-current liabilities: | ||||||||
Long-term debt, less current portion | 1,169,258 | 1,136,585 | ||||||
Long-term operating lease liabilities | 110,240 | 112,161 | ||||||
Deferred income taxes, net | 48,183 | 46,802 | ||||||
Other liabilities | 55,530 | 55,155 | ||||||
Total liabilities | 2,002,761 | 2,039,901 | ||||||
Commitments and contingencies | ||||||||
Stockholders' equity: | ||||||||
Common stock, par value $0.01 per share, 500,000 shares authorized; 41,347 and 42,773 shares issued and outstanding as of January 31, 2023 and April 30, 2022, respectively | 413 | 428 | ||||||
Preferred stock, par value $0.01 per share, 50,000 shares authorized; 0 shares issued and outstanding as of January 31, 2023 and April 30, 2022 | — | — | ||||||
Additional paid-in capital | 451,210 | 522,136 | ||||||
Retained earnings | 805,375 | 547,977 | ||||||
Accumulated other comprehensive loss | (26,302 | ) | (6,043 | ) | ||||
Total stockholders' equity | 1,230,696 | 1,064,498 | ||||||
Total liabilities and stockholders' equity | $ | 3,233,457 | $ | 3,104,399 |
GMS Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
Nine Months Ended January 31, |
||||||||
2023 | 2022 | |||||||
Cash flows from operating activities: | ||||||||
Net income | $ | 257,398 | $ | 196,946 | ||||
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||||||
Depreciation and amortization | 96,085 | 86,867 | ||||||
Amortization of debt discount and debt issuance costs | 1,176 | 2,037 | ||||||
Equity-based compensation | 17,289 | 12,461 | ||||||
Gain on disposal and impairment of assets | (614 | ) | (474 | ) | ||||
Deferred income taxes | (1,951 | ) | (1,740 | ) | ||||
Other items, net | 5,891 | 5,357 | ||||||
Changes in assets and liabilities net of effects of acquisitions: | ||||||||
Trade accounts and notes receivable | (28,148 | ) | (109,948 | ) | ||||
Inventories | (34,717 | ) | (191,103 | ) | ||||
Prepaid expenses and other assets | (907 | ) | 2,215 | |||||
Accounts payable | (51,491 | ) | (46,310 | ) | ||||
Accrued compensation and employee benefits | (16,469 | ) | 3,618 | |||||
Other accrued expenses and liabilities | (6,615 | ) | 20,187 | |||||
Cash provided by (used in) operating activities | 236,927 | (19,887 | ) | |||||
Cash flows from investing activities: | ||||||||
Purchases of property and equipment | (33,250 | ) | (33,161 | ) | ||||
Proceeds from sale of assets | 1,661 | 1,124 | ||||||
Acquisition of businesses, net of cash acquired | (20,415 | ) | (345,376 | ) | ||||
Cash used in investing activities | (52,004 | ) | (377,413 | ) | ||||
Cash flows from financing activities: | ||||||||
Repayments on revolving credit facilities | (361,247 | ) | (823,583 | ) | ||||
Borrowings from revolving credit facilities | 390,113 | 1,182,774 | ||||||
Payments of principal on long-term debt | (3,832 | ) | (3,832 | ) | ||||
Payments of principal on finance lease obligations | (26,167 | ) | (23,154 | ) | ||||
Repurchases of common stock | (82,767 | ) | (17,858 | ) | ||||
Payment of acquisition holdback liability | (13,500 | ) | — | |||||
Payment for debt issuance costs | (3,157 | ) | — | |||||
Proceeds from exercises of stock options | 2,430 | 4,024 | ||||||
Payments for taxes related to net share settlement of equity awards | (4,005 | ) | (2,850 | ) | ||||
Proceeds from issuance of stock pursuant to employee stock purchase plan | 3,203 | 2,332 | ||||||
Cash (used in) provided by financing activities | (98,929 | ) | 317,853 | |||||
Effect of exchange rates on cash and cash equivalents | (1,247 | ) | (590 | ) | ||||
Increase (decrease) in cash and cash equivalents | 84,747 | (80,037 | ) | |||||
Cash and cash equivalents, beginning of period | 101,916 | 167,012 | ||||||
Cash and cash equivalents, end of period | $ | 186,663 | $ | 86,975 | ||||
Supplemental cash flow disclosures: | ||||||||
Cash paid for income taxes | $ | 85,642 | $ | 61,066 | ||||
Cash paid for interest | 49,193 | 35,721 |
GMS Inc.
Net Sales by Product Group (Unaudited)
(dollars in thousands)
Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||
January
31, 2023 |
%
of Total |
January
31, 2022 |
%
of Total |
January
31, 2023 |
%
of Total |
January
31, 2022 |
%
of Total |
|||||||||||||||||||||||||
Wallboard | $ | 500,710 | 40.6 | % | $ | 415,132 | 36.0 | % | $ | 1,606,821 | 39.9 | % | $ | 1,219,789 | 36.5 | % | ||||||||||||||||
Ceilings | 146,810 | 11.9 | % | 139,894 | 12.1 | % | 473,686 | 11.8 | % | 418,831 | 12.5 | % | ||||||||||||||||||||
Steel framing | 234,451 | 19.0 | % | 282,764 | 24.5 | % | 787,499 | 19.6 | % | 751,040 | 22.4 | % | ||||||||||||||||||||
Complementary products | 352,647 | 28.6 | % | 315,805 | 27.4 | % | 1,157,144 | 28.7 | % | 956,562 | 28.6 | % | ||||||||||||||||||||
Total net sales | $ | 1,234,618 | $ | 1,153,595 | $ | 4,025,150 | $ | 3,346,222 |
GMS Inc.
Reconciliation of Net Income to Adjusted EBITDA (Unaudited)
(in thousands)
Three Months Ended | Nine Months Ended | |||||||||||||||
January 31, | January 31, | |||||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
Net income | $ | 64,775 | $ | 61,383 | $ | 257,398 | $ | 196,946 | ||||||||
Interest expense | 16,943 | 15,429 | 47,659 | 43,830 | ||||||||||||
Interest income | (180 | ) | (40 | ) | (390 | ) | (67 | ) | ||||||||
Provision for income taxes | 23,697 | 21,211 | 91,722 | 64,951 | ||||||||||||
Depreciation expense | 15,162 | 13,816 | 45,213 | 40,444 | ||||||||||||
Amortization expense | 16,257 | 15,934 | 50,872 | 46,423 | ||||||||||||
EBITDA | $ | 136,654 | $ | 127,733 | $ | 492,474 | $ | 392,527 | ||||||||
Stock appreciation expense(a) | 314 | 1,251 | 5,888 | 3,126 | ||||||||||||
Redeemable noncontrolling interests and deferred compensation(b) | 368 | 182 | 1,203 | 1,085 | ||||||||||||
Equity-based compensation(c) | 3,285 | 3,077 | 10,198 | 8,250 | ||||||||||||
Severance and other permitted costs(d) | (315 | ) | 273 | 416 | 669 | |||||||||||
Transaction costs (acquisitions and other)(e) | 476 | 921 | 1,154 | 3,889 | ||||||||||||
Gain on disposal of assets(f) | (411 | ) | (252 | ) | (614 | ) | (474 | ) | ||||||||
Effects of fair value adjustments to inventory(g) | 457 | 1,870 | 636 | 3,601 | ||||||||||||
EBITDA addbacks | 4,174 | 7,322 | 18,881 | 20,146 | ||||||||||||
Adjusted EBITDA | $ | 140,828 | $ | 135,055 | $ | 511,355 | $ | 412,673 | ||||||||
Net sales | $ | 1,234,618 | $ | 1,153,595 | $ | 4,025,150 | $ | 3,346,222 | ||||||||
Adjusted EBITDA Margin | 11.4 | % | 11.7 | % | 12.7 | % | 12.3 | % |
(a) | Represents changes in the fair value of stock appreciation rights. |
(b) | Represents changes in the fair values of noncontrolling interests and deferred compensation agreements. |
(c) | Represents non-cash equity-based compensation expense related to the issuance of share-based awards. |
(d) | Represents severance expenses and other costs permitted in the calculation of Adjusted EBITDA under the ABL Facility and the Term Loan Facility. |
(e) | Represents costs related to acquisitions paid to third parties. |
(f) | Includes gains and losses from the sale and disposal of assets. |
(g) | Represents the non-cash cost of sales impact of acquisition accounting adjustments to increase inventory to its estimated fair value. |
GMS Inc.
Reconciliation of Cash Provided By (Used In) Operating Activities to Free Cash Flow (Unaudited)
(in thousands)
Three Months Ended | Nine Months Ended | |||||||||||||||
January 31, | January 31, | |||||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
Cash provided by (used in) operating activities | $ | 134,066 | $ | 57,208 | $ | 236,927 | $ | (19,887 | ) | |||||||
Purchases of property and equipment | (11,580 | ) | (17,042 | ) | (33,250 | ) | (33,161 | ) | ||||||||
Free cash flow (a) | $ | 122,486 | $ | 40,166 | $ | 203,677 | $ | (53,048 | ) |
(a) Free cash flow is a non-GAAP financial measure that we define as net cash provided by (used in) operations less capital expenditures.
GMS Inc.
Reconciliation of Selling, General and Administrative Expense to Adjusted SG&A (Unaudited)
(in thousands)
Three Months Ended | Nine Months Ended | |||||||||||||||
January 31, | January 31, | |||||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
Selling, general and administrative expense | $ | 267,380 | $ | 241,040 | $ | 814,063 | $ | 685,652 | ||||||||
Adjustments | ||||||||||||||||
Stock appreciation expense(a) | (314 | ) | (1,251 | ) | (5,888 | ) | (3,126 | ) | ||||||||
Redeemable noncontrolling interests and deferred compensation(b) | (368 | ) | (182 | ) | (1,203 | ) | (1,085 | ) | ||||||||
Equity-based compensation(c) | (3,285 | ) | (3,077 | ) | (10,198 | ) | (8,250 | ) | ||||||||
Severance and other permitted costs(d) | 257 | (273 | ) | (491 | ) | (685 | ) | |||||||||
Transaction costs (acquisitions and other)(e) | (476 | ) | (921 | ) | (1,154 | ) | (3,889 | ) | ||||||||
Gain on disposal of assets(f) | 411 | 252 | 614 | 474 | ||||||||||||
Adjusted SG&A | $ | 263,605 | $ | 235,588 | $ | 795,743 | $ | 669,091 | ||||||||
Net sales | $ | 1,234,618 | $ | 1,153,595 | $ | 4,025,150 | $ | 3,346,222 | ||||||||
Adjusted SG&A margin | 21.4 | % | 20.4 | % | 19.8 | % | 20.0 | % |
(a) | Represents changes in the fair value of stock appreciation rights. |
(b) | Represents changes in the fair values of noncontrolling interests and deferred compensation agreements. |
(c) | Represents non-cash equity-based compensation expense related to the issuance of share-based awards. |
(d) | Represents severance expenses and other costs permitted in the calculation of Adjusted EBITDA under the ABL Facility and the Term Loan Facility. |
(e) | Represents costs related to acquisitions paid to third parties. |
(f) | Includes gains and losses from the sale and disposal of assets. |
GMS Inc.
Reconciliation of Income Before Taxes to Adjusted Net Income (Unaudited)
(in thousands, except per share data)
Three Months Ended | Nine Months Ended | |||||||||||||||
January 31, | January 31, | |||||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
Income before taxes | $ | 88,472 | $ | 82,594 | $ | 349,120 | $ | 261,897 | ||||||||
EBITDA add-backs | 4,174 | 7,322 | 18,881 | 20,146 | ||||||||||||
Acquisition accounting depreciation and amortization (1) | 12,485 | 11,424 | 38,820 | 32,553 | ||||||||||||
Adjusted pre-tax income | 105,131 | 101,340 | 406,821 | 314,596 | ||||||||||||
Adjusted income tax expense | 26,808 | 24,828 | 103,739 | 77,076 | ||||||||||||
Adjusted net income | $ | 78,323 | $ | 76,512 | $ | 303,082 | $ | 237,520 | ||||||||
Effective tax rate (2) | 25.5 | % | 24.5 | % | 25.5 | % | 24.5 | % | ||||||||
Weighted average shares outstanding: | ||||||||||||||||
Basic | 41,578 | 43,094 | 42,119 | 43,106 | ||||||||||||
Diluted | 42,232 | 43,945 | 42,812 | 43,937 | ||||||||||||
Adjusted net income per share: | ||||||||||||||||
Basic | $ | 1.88 | $ | 1.78 | $ | 7.20 | $ | 5.51 | ||||||||
Diluted | $ | 1.85 | $ | 1.74 | $ | 7.08 | $ | 5.41 |
(1) | Depreciation and amortization from the increase in value of certain long-term assets associated with the April 1, 2014 acquisition of the predecessor company and amortization of intangible assets from the acquisitions of Titan, Westside Building Material and Ames Taping Tools. |
(2) | Normalized cash tax rate excluding the impact of acquisition accounting and certain other deferred tax amounts. |
Exhibit 99.2
Q3 2023 Earnings Call March 2, 2023
2 Safe Harbor and B asis of Presentation Forward - Looking Statement Safe Harbor — This presentation includes “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You can generally identify forward - looking statements by the Company’s use of forward - looking terminology such as “anticipate,” “bel ieve,” “confident,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “seek,” or “should,” or the negative thereof or other variations th ere on or comparable terminology. In particular, statements about the markets in which GMS operates and our products, including potential growth in those markets and products, the economy general ly, our ability to continue successfully navigating the evolving operating environment and executing our business, strategic initiatives and priorities and growth potential, future M&A and greenfields , product availability, inflation, capital structure, pricing, volumes, net sales, organic sales, gross margins, incremental EBITDA, Adjusted EBITDA, Adjusted EBITDA ma rgi n, interest expense, tax rates, capital expenditures, free cash flow, cash flow generation and working capital management, future financial performance and liquidity, the ability of the Company to grow stronger, the ability to deliver growth, value creation and long - term success, and the Company’s cost reduction initiatives and results thereof contained in this present ation may be considered forward - looking statements. Statements about our expectations, beliefs, plans, strategies, objectives, prospects, assumptions or future events or perform anc e may be considered forward - looking statements. The Company has based forward - looking statements on its current expectations, assumptions, estimates and projections. While the Comp any believes these expectations, assumptions, estimates and projections are reasonable, such forward - looking statements are only predictions and involve known and unknown ris ks and uncertainties, many of which are beyond its control, including current public health issues that may affect the Company’s business. Forward - looking statements involve risks and uncertainties, including, but not limited to, those described in the “Risk Factors” section in the Company’s most recent Annual Report on Form 10 - K, and in its other periodic repor ts filed with the SEC. In addition, the statements in this release are made as of March 2, 2023. The Company undertakes no obligation to update any of the forward - looking statements made herein, whether as a result of new information, future events, changes in expectation or otherwise. These forward - looking statements should not be relied upon as representing t he Company’s views as of any date subsequent to March 2, 2023. Use of Non - GAAP and Adjusted Financial Information — To supplement GAAP financial information, we use adjusted measures of operating results which are non - GAAP measures. This non - GAAP adjusted financial information is provided as additional information for investors. These adjusted results exclude certain costs, expenses, gains and losses, and we believe their exclusion can enhance an overall understanding of our past financial performance and also our prospects for the fu ture. These adjustments to our GAAP results are made with the intent of providing both management and investors a more complete understanding of our operating performance by excl udi ng non - recurring, infrequent or other non - cash charges that are not believed to be material to the ongoing performance of our business. The presentation of this additional inf ormation is not meant to be considered in isolation or as a substitute for GAAP measures of net income, diluted earnings per share or net cash provided by (used in) operating activities pr epared in accordance with generally accepted accounting principles in the United States. Please see the Appendix to this presentation for a further discussion on these non - GAAP measure s and a reconciliation of these non - GAAP measures to the most directly comparable GAAP measures.
3 Q3 Fiscal 2023 Highlights Net Sales of $1.23 billion, up 7.0% from Q3 FY22; Organic sales growth of 6.4% • 19.9% growth in multi - family Wallboard volumes and 5.6% growth in commercial Wallboard volumes in the U.S. help to offset single - family volume declines of 10.6% Gross Profit of $402.2 million, up 9.4% Gross Margin of 32.6%, up 70 basis points Net Income up 5.5%; Adjusted EBITDA 1 up 4.3% to $140.8 million Adjusted EBITDA Margin of 11.4% for the quarter, compared with 11.7% Significantly improved cash flow generation as compared with a year ago 1 For a reconciliation of Adjusted SG&A, Adjusted Net Income, Adjusted EBITDA, and Adjusted EBITDA Margin to the most directly com parable GAAP metrics, see Appendix. $61.4 $76.5 $135.1 $64.8 $78.3 $140.8 Net Income Adj. Net Income Adj.
EBITDA Net Income, Adj Net Income 1 & Adj EBITDA 1 ($ in millions) Q3 FY22 Q3 FY23 Net Sales Gross Profit Net Income $1.2B $402.2M $64.8M 7.0% 9.4% 5.5% Comparisons are to Q3 FY2022 YOY Growth in Net Sales, Net Income, Adjusted EBITDA 1 and Cash Flow 4 Strategic Growth Priorities – Q3 Fiscal 2023 Update Capitalize on existing fixed investments in locations and equipment where we are underpenetrated or below expected share Grow Complementary Product opportunities outside of core products to diversify and profitably expand our offerings Expand the platform through accretive acquisition and greenfield opportunities Leverage our scale and employ technology and best practices to deliver a best - in - class customer experience and further profit improvement • Industry data indicates full year calendar 2022 share growth in Wallboard and Steel Framing • Solid growth in Architectural Specialty Ceilings • Benefits of scale and our commitment to service provide value to our customers and confidence for continued growth in our core products • 11.7% net sales growth • 8.2% organic sales growth • 11 th straight quarter of growth for this category • Complementary Products has grown over time to contribute nearly 30% of our net sales • Made our first entries into the New York City market • Acquisition of Tanner Bolt & Nut, Inc. added four New York City metro area locations specializing in the distribution of tools & fasteners. Represents a platform from which we intend to expand our Tools & Fastener offerings in New York and the surrounding areas. • Also opened a Ceilings - focused greenfield in Brooklyn, NY in Jan. • Opened a greenfield yard location in Chester, VA in November • Also opened three new AMES store locations during the quarter • Net debt leverage at Jan. 31, 2023 was 1.6 times, down from 2.3 a year ago • Enhancing our role as a valuable partner by providing customers with the ability to easily transact with us, including online ordering, delivery status updates and proof of delivery notification and photos • Driving purchasing and operational efficiencies and helping to offset operational cost increases • Building our “Yard of the Future” to improve efficiency, productivity and profitability while delivering greater value to our customers and stakeholders • Organization - wide effort to reduce complexity cost Expand Share in Core Products Grow Complementary Products Platform Expansion Drive Improved Productivity & Profitability 5 Q3 Fiscal 2023 Performance – Net Sales of $1.2 Billion $367.8 $402.2 $200 $250 $300 $350 $400 $450 Fiscal Q3 2022 Fiscal Q3 2023 Gross Profit Net Sales & Mix Gross Profit ▪ Gross Profit increased 9.4% ▪ Gross margin was 32.6% ‒ 70 basis point year - over - year increase with better - than - expected margins in Steel Framing on focused inventory management and project quoting as well as the execution on year - end volume incentives.
End market mix and Complementary Product margins were also positives in the quarter. ▪ Net sales up 7.0% due to resilient pricing in Wallboard, Ceiling tiles and Complementary Products, strong levels of multi - family construction activity, a slowly recovering commercial construction environment and continued growth in Complementary Products, partially offset by declining single - family construction demand, declines in Ceilings and Steel Framing volumes and a challenging pricing environment in Steel Framing. ▪ Organic net sales up 6.4% Organic Growth Total Volume Price/Mix 1 Wallboard +21.2% +0.3% +20.8% Ceilings +5.2% - 4.6% +9.8% Steel - 16.8% - 4.1% - 12.7% Complementary +8.2% $1,153.6 $1,234.6 Fiscal Q3 2022 Fiscal Q3 2023 +7.0% 36.0% 12.1% 24.5% 27.4% 40.6% 11.9% 19.0% 28.6% WB Ceilings Steel Complementary Products ($ mm) ($ mm) +9.4% 1 Price/Mix excludes the negative impact of foreign currency translation 2 Organic net sales exclude the net sales of acquired businesses until the first anniversary of the acquisition date and the im pac t of foreign currency translation.
6 $135.1 $140.8 11.7% 11.4% Fiscal Q3 2022 Fiscal Q3 2023 Adj. EBITDA Adj. EBITDA Margin ($ mm) $235.6 $263.6 20.4% 21.4% 19.0% 19.5% 20.0% 20.5% 21.0% 21.5% 22.0% $0 $50 $100 $150 $200 $250 $300 Fiscal Q3 2022 Fiscal Q3 2023 Adj. SG&A Adj. SG&A % ($ mm) Q3 Fiscal 2023 – SG&A, Net Income & Adjusted EBITDA 1 For a reconciliation of Adjusted SG&A, Adjusted Net Income, Adjusted EBITDA and Adjusted EBITDA Margin to the most directly c omp arable GAAP metrics, see Appendix. SG&A and Adjusted SG&A 1 ▪ Reported SG&A was 21.7% of sales, compared to 20.9% of sales a year ago; Adjusted SG&A 1 was 21.4% of sales, compared to 20.4% of sales a year ago ▪ SG&A leverage was negatively impacted by demand pull - backs in single - family construction, resulting in a relative mix shift in end market volumes, which require a higher operational cost to serve. Inflationary wages, higher fuel and maintenance costs and disruptive weather conditions also had a negative impact.
Net Income, Adjusted Net Income 1 & Adjusted EBITDA 1 ▪ Reported net income and Adjusted net income 1 totaled $64.8 million and $78.3 million, respectively ▪ Adjusted EBITDA 1 was $140.8 million and Adjusted EBITDA margin 1 was 11.4% 1 1 1 1 7 Attractive Capital Structure Supports Strategic Priorities • Significant improvement in cash flow as the supply chain improved • Generated Cash from Operating Activities of $134.1 million, compared to $57.2 million in Q3 FY22 • Generated Free Cash Flow 1 of $122.5 million, compared to $40.2 million in Q3 FY22 • Substantial liquidity, with $186.7 million of cash on hand and an additional $574.4 million available under our revolving credit facilities as of 1/31/2023 • Fiscal year 2023 Free Cash Flow 1 is expected to exceed our “Through the Cycle” expectation of 40% - 50% of Adjusted EBITDA 1 • Repurchased approximately 656 thousand shares for $33.2 million during Q3 FY23 • As of the end of Q3 FY23, $128 million of repurchase authorization remained Cash From Operations and Free Cash Flow 1 $89.9 2.3 x 1.8 1.8 1.6 1.6 1/31/2022 4/30/2022 7/31/2022 10/31/2022 1/31/2023 $13 $51 $35 $512 $16 $604 FY23 FY24 FY25 FY26 FY27 Thereafter LTM Net Debt / PF Adjusted EBITDA 2 Debt 3 Maturity Schedule as of 01/31/2023 $ in millions 1. For a reconciliation of free cash flow to cash used in operating activities, the most directly comparable GAAP metric, see Ap pen dix. 2. For detail, including a reconciliation of Pro Forma Adjusted EBITDA to net income, the most directly comparable GAAP metric, see Appendix. 3. Debt includes First Lien Term Loan, ABL Facility, Senior Notes, Finance Leases & Installment Notes.
x x x Increased Share Repurchase Activity x 8 GMS is Well Positioned across Commercial and Residential Markets with Scale and Balanced Product Mix • Continue to see high levels of multi - family residential activity • Further deterioration of single - family residential demand is expected in the near - term; Extent and duration of decline is uncertain, but recent comments from some large public builders are encouraging • Year - over - year improvement in commercial construction activity expected in near - term • Favorable demographics in an underbuilt industry provides support for the medium - to long - term • Opened 31 greenfield locations and completed 13 strategic acquisitions since the start of fiscal 2020 to enhance customer service, drive growth in product offerings and improve efficiencies, all while reducing our net debt leverage ratio from 3.6x at April 30, 2019 to 1.6x at January 31, 2023 • Continuing to modernize and upgrade fleet, adding safety features to protect employees and customers and for risk management benefits • Technology investments to automate work has led to increased productivity, making us better operators • Lowering complexity costs in the business Strategic Investments Position GMS for Near - Term Industry Dynamics & Long - Term Success Industry Fundamentals Support Outlook Greenfield and Acquisition totals are calculated since the start of fiscal 2020 through January 31, 2023 9 Expectations 1.
For a reconciliation of Adjusted SG&A, Adjusted Net Income, Adjusted EBITDA, Adjusted EBITDA Margin and Free Cash Flow to the mo st directly comparable GAAP metrics, see Appendix. Expectations for Q4 Fiscal 2023 Wallboard Volume Expectations by End Market (as compared to Q4 FY22): • Q4 FY23 Multi - family YOY wallboard volume growth expected: >20% • Q4 FY23 Commercial YOY wallboard volume growth expected: Single - digits • Q4 FY23 Single - family YOY wallboard volume declines expected: High - teens Pricing Expectations (as compared to Q4 FY22): • Q4 FY23 Wallboard pricing: mid - to - high teen inflation • Q4 FY23 Ceilings pricing: flattish YOY • Q4 FY23 Complementary Product pricing: slightly inflationary • Q4 FY23 Steel Framing pricing: YOY decline of 20% - 25% Net Sales, Gross Margin and Adjusted EBITDA 1 Expectations: • Q4 FY23 Expected Year - Over - Year Net Sales: flat to down low - single - digits • Q4 FY23 Expected Gross Margin: Generally consistent with long - term trend, around 32% • Q4 FY23 Adjusted EBITDA 1 : In the range of $139 million to $144 million • FY23 Full year interest expense: ~$63 million • FY23 Cash tax rate for Adjusted Net Income 1 : ~25.5% • FY23 Full year capital expenditures: $40 million - $45 million • FY23 Free Cash Flow 1 : Approximately 55% of Fiscal 2023 Adjusted EBITDA 1 Full Year Fiscal 2023 Expectations 10 GMS is Well - Positioned Now and for the Long - Term Industry leader with local expertise and broad North American scale Superior safety track record and logistics execution Breadth of product offerings, with growing Complementary Product opportunities Strong balance sheet , substantial liquidity and expected strong long term cash flow generation to support future growth Differentiated service model with professional sales force delivering best - in - class customer service Successfully executing on strategic priorities to capitalize on long - term growth opportunities Hein – can you please replace this picture with the one of the guy accepting drywall thru the window? Also – I’m not sure if I like the numbers off to the left on this slide.
Do you think there’s some sort of icon or something that might look better? Products and Expertise to service single - family, multi - family and commercial customers 12 Summary Quarterly Financials (In millions) 1Q22 2Q22 3Q22 4Q22 FY22 1Q23 2Q23 3Q23 (Unaudited) Wallboard Volume (MSF) 1,095 1,104 1,054 1,181 4,433 1,191 1,232 1,058 Wallboard Price ($ / '000 Sq.
11 Appendix
Ft.) 356$ 376$ 394$ 416$ 386$ 438$ 474$ 473$ Wallboard 390$ 415$ 415$ 491$ 1,711$ 522$ 585$ 501$ Ceilings 138 141 140 149 568 167 160 147 Steel framing 196 272 283 277 1,028 275 278 234 Complementary products 318 323 316 372 1,328 396 409 353 Net sales 1,042 1,151 1,154 1,289 4,635 1,360 1,431 1,235 Cost of sales 706 779 786 876 3,147 925 966 832 Gross profit 336 372 368 413 1,488 435 465 402 Gross margin 32.2% 32.3% 31.9% 32.0% 32.1% 32.0% 32.5% 32.6% Operating expenses: Selling, general and administrative expenses 214 231 241 264 950 268 279 267 Depreciation and amortization 28 29 30 32 119 32 32 31 Total operating expenses 242 260 271 297 1,069 300 311 299 Operating income 94 112 97 116 419 135 153 103 Other (expense) income: Interest expense (14) (15) (15) (14) (58) (15) (16) (17) Other income, net 1 1 1 1 4 2 2 2 Total other expense, net (13) (14) (14) (13) (54) (13) (14) (15) Income before taxes 81 98 83 103 365 122 139 88 Income tax expense 20 24 21 26 91 32 36 24 Net income 61$ 74$ 61$ 76$ 273$ 90$ 103$ 65$ Business Days 63 64 62 64 253 63 65 62 Net Sales by Business Day 16.5$ 18.0$ 18.6$ 20.1$ 18.3$ 21.6$ 22.0$ 19.9$ Beginning Branch Count 268 283 285 286 268 292 295 297 Added Branches 15 2 1 6 24 3 2 6 Ending Branch Count 283 285 286 292 292 295 297 303 13 Quarterly Cash Flows (1) Free cash flow is a non - GAAP financial measure defined as net cash provided by (used in) operations less capital expenditures.
D ifferences may occur due to rounding. ($ in millions) (Unaudited) 1Q22 2Q22 3Q22 4Q22 FY22 1Q23 2Q23 3Q23 Net income $ 61.2 $ 74.4 $ 61.4 $ 76.5 $ 273.4 $ 89.5 $ 103.2 $ 64.8 Non-cash changes & other changes 28.8 57.8 43.9 65.6 196.2 8.9 63.3 21.8 Changes in primary working capital components: Trade accounts and notes receivable (73.5) (73.9) 37.4 (52.2) (162.1) (69.6) (63.8) 105.3 Inventories (87.3) (81.2) (22.6) 34.8 (156.3) (28.7) (3.6) (2.4) Accounts payable (4.3) 20.9 (62.9) 74.7 28.4 (4.4) 8.2 (55.3) Cash provided by (used in) operating activities (75.1) (2.0) 57.2 199.5 179.6 (4.4) 107.3 134.1 Purchases of property and equipment (6.8) (9.3) (17.0) (7.9) (41.1) (10.9) (10.7) (11.6) Proceeds from sale of assets 0.3 0.2 0.7 0.8 1.9 0.3 0.6 0.8 Acquisitions of businesses, net of cash acquired (123.0) (1.9) (220.4) (2.7) (348.1) (2.6) (0.0) (17.8) Cash (used in) investing activities (129.6) (11.1) (236.8) (9.8) (387.2) (13.3) (10.1) (28.6) Cash provided by (used in) financing activities 81.4 28.7 207.8 (174.6) 143.3 22.2 (77.4) (43.8) Effect of exchange rates (0.2) 0.1 (0.5) (0.2) (0.8) 0.2 (2.2) 0.8 Increase (decrease) in cash and cash equivalents (123.4) 15.7 27.7 14.9 (65.1) 4.7 17.6 62.5 Balance, beginning of period 167.0 43.6 59.3 87.0 167.0 101.9 106.6 124.2 Balance, end of period $ 43.6 $ 59.3 $ 87.0 $ 101.9 $ 101.9 $ 106.6 $ 124.2 $ 186.7 Supplemental cash flow disclosures: Cash paid for income taxes $ 1.0 $ 36.8 $ 23.3 $ 25.2 $ 86.3 $ 3.2 $ 57.6 $ 24.9 Cash paid for interest $ 8.6 $ 9.0 $ 18.1 $ 10.5 $ 46.2 $ 17.8 $ 11.5 $ 19.9 Cash provided by (used in) operating activities $ (75.1) $ (2.0) $ 57.2 $ 199.5 $ 179.6 $ (4.4) $ 107.3 $ 134.1 Purchases of property and equipment (6.8) (9.3) (17.0) (7.9) (41.1) (10.9) (10.7) (11.6) Free cash flow (1) (81.9) (11.3) 40.2 191.6 138.5 (15.3) 96.5 122.5 14 Q3 2023 Net Sales 1.
Organic net sales growth calculation excludes net sales of acquired businesses until first anniversary of acquisition date an d i mpact of foreign currency translation.
($ in millions) (Unaudited) FY23 FY22 Reported Organic (1) Organic (1) 1,227.3$ 1,153.6$ Acquisitions 16.6 - Fx Impact (9.3) - Total Net Sales 1,234.6$ 1,153.6$ 7.0% 6.4% Wallboard 500.7$ 415.1$ 20.6% 41.4% Ceilings 146.8 139.9 4.9% 13.6% Steel Framing 234.5 282.8 (17.1%) 2.5% Other Products 352.6 315.8 11.7% 17.8% Total Net Sales 1,234.6$ 1,153.6$ 7.0% 6.4% Fiscal Q3 Variance 15 Quarterly Net Income to Adjusted EBITDA Reconciliation Commentary A. Represents changes in the fair value of stock appreciation rights B. Represents changes in the fair value of noncontrolling interests C. Represents non - cash equity - based compensation expense related to the issuance of share - based awards D. Represents severance expenses and other costs permitted in calculations under the ABL Facility and the Term Loan Facility E. Represents one - time costs related to acquisitions paid to third parties F. Includes gains and losses from the sale and disposal of assets G.
Represents the non - cash cost of sales impact of purchase accounting adjustments to increase inventory to its estimated fair value ( $ in 000s) 1Q22 2Q22 3Q22 4Q22 FY22 1Q23 2Q23 3Q23 (Unaudited) Net Income 61,202$ 74,361$ 61,383$ 76,496$ 273,442$ 89,470$ 103,153$ 64,775$ Add: Interest Expense 13,657 14,744 15,429 14,267 58,097 14,661 16,055 16,943 Less: Interest Income - (27) (40) (96) (163) (56) (154) (180) Add: Income Tax Expense 19,971 23,769 21,211 26,426 91,377 32,030 35,995 23,697 Add: Depreciation Expense 12,925 13,703 13,816 14,993 55,437 14,993 15,058 15,162 Add: Amortization Expense 14,789 15,700 15,934 17,372 63,795 17,447 17,168 16,257 EBITDA 122,544$ 142,250$ 127,733$ 149,458$ 541,985$ 168,545$ 187,275$ 136,654$ Adjustments Stock appreciation rights (A) 892 983 1,251 1,277 4,403 2,344 3,230 314 Redeemable noncontrolling interests (B) 310 593 182 898 1,983 495 340 368 Equity-based compensation (C) 1,958 3,215 3,077 2,718 10,968 3,132 3,781 3,285 Severance and other permitted costs (D) 147 249 273 463 1,132 352 379 (315) Transaction costs (acquisition and other) (E) 575 2,393 921 (344) 3,545 386 292 476 (Gain) loss on disposal of assets (F) (78) (144) (252) (439) (913) (284) 81 (411) Effects of fair value adjustments to inventory (G) 1,731 - 1,870 217 3,818 44 135 457 Total Add-Backs 5,535$ 7,289$ 7,322$ 4,790$ 24,936$ 6,469$ 8,238$ 4,174$ Adjusted EBITDA (as reported) 128,079$ 149,539$ 135,055$ 154,248$ 566,921$ 175,014$ 195,513$ 140,828$ Net Sales $1,042,076 $1,150,551 $1,153,595 $1,288,653 $4,634,875 $1,359,553 $1,430,979 $1,234,618 Adjusted EBITDA Margin 12.3% 13.0% 11.7% 12.0% 12.2% 12.9% 13.7% 11.4% 16 Net Income to Pro Forma Adjusted EBITDA Reconciliation Commentary A. Represents changes in the fair value of stock appreciation rights B. Represents changes in the fair value of noncontrolling interests C. Represents non - cash equity - based compensation expense related to the issuance of share - based awards D. Represents severance expenses and other costs permitted in calculations under the ABL Facility and the Term Loan Facility, including certain unusual, nonrecurring costs and credits received due to the COVID - 19 pandemic E. Represents one - time costs related to our initial public offering and acquisitions paid to third party advisors as well as costs related to the retirement of corporate stock appreciation rights F. Represents the non - cash cost of sales impact of purchase accounting adjustments to increase inventory to its estimated fair value G. Represents mark - to - market adjustments for derivative financial instruments H. Represents one - time costs related to our secondary offerings paid to third party advisors I. Represents expenses paid to third party advisors related to debt refinancing activities J. Pro forma impact of earnings from acquisitions from the beginning of the LTM period to the date of acquisition, including synergies ( $ in 000s) LTM 3Q23 2022 2021 2020 2019 2018 2017 2016 (Unaudited) Net Income 333,894$ 273,442$ 105,560$ 23,381$ 56,002$ 62,971$ 48,886$ 12,564$ Add: Interest Expense 61,926 58,097 53,786 67,718 73,677 31,395 29,360 37,418 Add: Write off of debt discount and deferred financing fees - - 4,606 1,331 - 74 7,103 - Less: Interest Income (486) (163) (86) (88) (66) (177) (152) (928) Add: Income Tax Expense 118,148 91,377 31,534 22,944 14,039 20,883 22,654 12,584 Add: Depreciation Expense 60,206 55,437 50,480 51,332 46,456 24,075 25,565 26,667 Add: Amortization Expense 68,244 63,795 57,645 65,201 71,003 41,455 43,675 37,548 EBITDA 641,932$ 541,985$ 303,525$ 231,819$ 261,111$ 180,676$ 177,091$ 125,853$ Adjustments Impairment of goodwill - - 63,074 - - - Stock appreciation rights (A) 7,165 4,403 3,173 1,572 2,730 2,318 148 1,988 Redeemable noncontrolling interests (B) 2,101 1,983 1,288 520 1,188 1,868 3,536 880 Equity-based compensation (C) 12,916 10,968 8,442 7,060 3,906 1,695 2,534 2,699 Severance and other permitted costs (D) 879 1,132 2,948 5,733 8,152 581 (157) 379 Transaction costs (acquisition and other) (E) 810 3,545 1,068 2,414 7,858 3,370 2,249 3,751 (Gain) loss on disposal of assets (1,053) (913) (1,011) 658 (525) (509) (338) (645) Effects of fair value adjustments to inventory (F) 853 3,818 788 575 4,176 324 946 1,009 Gain on legal settlement - (1,382) (14,029) - - - - Change in fair value of financial instruments (G) - - - - 6,395 6,125 382 19 Secondary public offerings (H) - - - 363 - 1,525 1,385 - Debt transaction costs (I) - - 532 - 678 1,285 265 - Total Add-Backs 23,671$ 24,936$ 15,846$ 67,940$ 34,558$ 18,582$ 11,138$ 12,330$ Adjusted EBITDA (as reported) 665,603$ 566,921$ 319,371$ 299,759$ 295,669$ 199,258$ 188,229$ 138,183$ Contributions from acquisitions (J) 2,536 21,348 4,948 1,480 6,717 1,280 9,500 12,093 Pro Forma Adjusted EBITDA 668,139$ 588,269$ 324,319$ 301,239$ 302,386$ 200,538$ 197,729$ 150,276$ Net Sales $5,313,803 $4,634,875 $3,298,823 $3,241,307 $3,116,032 $2,511,469 $2,319,146 $1,858,177 Adjusted EBITDA margin (as reported) 12.5% 12.2% 9.7% 9.2% 9.5% 7.9% 8.1% 7.4% 17 Income Before Taxes to Adjusted Net Income Reconciliation Commentary A. Depreciation and amortization from the increase in value of certain long - term assets associated with the April 1, 2014 acquisition of the predecessor company and amortization of intangible assets from the acquisitions of Titan, Westside Building Materials, and AMES Taping Tools B. Normalized cash tax rate determined based on our estimated taxes excluding the impact of purchase accounting and certain other deferred tax amounts ($ in 000s) 3Q23 3Q22 (Unaudited) Income before taxes 88,472$ 82,594$ EBITDA add-backs 4,174 7,322 Purchase accounting depreciation and amortization (A) 12,485 11,424 Adjusted pre-tax income 105,131 101,340 Adjusted income tax expense 26,808 24,828 Adjusted net income 78,323$ 76,512$ Effective tax rate (B) 25.5% 24.5% Weighted average shares outstanding: Basic 41,578 43,094 Diluted 42,232 43,945 Adjusted net income per share: Basic 1.88$ 1.78$ Diluted 1.85$ 1.74$
18 Reported SG&A to Adjusted SG&A Reconciliation Commentary A. Represents changes in the fair value of stock appreciation rights B. Represents changes in the fair value of noncontrolling interests C. Represents non - cash equity - based compensation expense related to the issuance of share - based awards D. Represents severance expenses and other costs permitted in calculations under the ABL Facility and the Term Loan Facility E. Represents one - time costs related to acquisitions paid to third parties (Unaudited) 1Q22 2Q22 3Q22 4Q22 FY2022 1Q23 2Q23 3Q23 ($ in millions) SG&A - Reported 214.1$ 230.5$ 241.0$ 264.5$ 950.1$ 267.7$ 279.0$ 267.4$ Adjustments Stock appreciation rights (A) (0.9) (1.0) (1.3) (1.3) (4.4) (2.3) (3.2) (0.3) Redeemable noncontrolling interests (B) (0.3) (0.6) (0.2) (0.9) (2.0) (0.5) (0.3) (0.4) Equity-based compensation (C) (2.0) (3.2) (3.1) (2.7) (11.0) (3.1) (3.8) (3.3) Severance and other permitted costs (D) (0.2) (0.3) (0.3) (0.4) (1.1) (0.4) (0.4) 0.3 Transaction costs (acquisition and other) (E) (0.6) (2.4) (0.9) 0.3 (3.5) (0.4) (0.3) (0.5) Gain (loss) on disposal of assets 0.1 0.1 0.3 0.4 0.9 0.3 (0.1) 0.4 SG&A - Adjusted 210.3$ 223.2$ 235.6$ 259.9$ 929.0$ 261.3$ 270.9$ 263.6$ % of net sales 20.2% 19.4% 20.4% 20.2% 20.0% 19.2% 18.9% 21.4% 19 Leverage Summary (1) Net of unamortized discount of $0.5mm, $0.5mm, $0.5mm, $0.4mm and $0.3mm as of January 31, 2022, April 30, 2022, July 31, 202 2, October 31, 2022 and January 31, 2023 respectively.
(2) Net of deferred financing costs of $3.4mm, $3.1mm, $2.8mm, $2.6mm and $2.4mm as of January 31, 2022, April 30, 2022, July 31, 20 22, October 31, 2022 and January 31, 2023 respectively. (3) Net of deferred financing costs of $5.0 mm, $4.8mm, $4.7mm, $4.5mm and $4.2mm as of January 31, 2022, April 30, 2022, July 31 , 2 022, October 31, 2022 and January 31, 2023 respectively (4) Net of unamortized discount of $0.5mm, $0.4mm, $0.3mm, $0.2mm and $0.2mm as of January 31, 2022, April 30, 2022, July 31, 202 2, October 31, 2022 and January 31, 2023 respectively. (5) For a reconciliation Pro Forma Adjusted EBITDA to net income, the most directly comparable GAAP metric, see Appendix. ($ mm) 1/31/22 4/30/22 7/31/22 10/31/22 1/31/23 LTM LTM LTM LTM LTM Cash and cash equivalents $94 $102 $107 $124 $187 Revolving Credit Facilities $359 $211 $265 $240 $240 First Lien Term Loan (1) (2) 502 501 500 499 498 Senior Notes (3) 345 345 345 345 346 Capital Lease Obligations 113 120 125 126 132 Installment Notes & Other (4) 7 7 5 3 8 Total Debt $1,326 $1,184 $1,240 $1,214 $1,223 Total Net Debt $1,232 $1,082 $1,133 $1,090 $1,037 PF Adj. EBITDA (5) $534 $588 $625 $662 $668 Total Debt / PF Adj. EBITDA 2.5x 2.0x 2.0x 1.8x 1.8x Net Debt / PF Adj. EBITDA 2.3x 1.8x 1.8x 1.6x 1.6x