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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): June 20, 2024

 

 

 

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 June 20, 2024, 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 month and year ended April 30, 2024.

 

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 Exhibit 99.1 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 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Description
99.1* Press release, dated June 20, 2024.
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: June 20, 2024 By: /s/ Scott M. Deakin
    Name: Scott M. Deakin
    Title: Chief Financial Officer

 

 

 

EX-99.1 2 tm2417618d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

 

GMS Reports Fourth Quarter and Fiscal Year 2024 Results

 

Volume Growth Across All Four Major Product Categories Drove 

Record Levels of Full Year Net Sales and Strong Cash Flow

 

Tucker, Georgia, June 20, 2024. GMS Inc. (NYSE: GMS), a leading North American specialty building products distributor, today reported financial results for the fourth quarter and fiscal year ended April 30, 2024.

 

Fourth Quarter Fiscal 2024 Highlights

 

(Comparisons are to the fourth quarter of fiscal 2023 unless otherwise noted)

 

· Net sales of $1,413.0 million increased 8.4% as volume growth across the major product lines was partially offset by Steel price deflation; organic net sales increased 4.0%. On a per day basis, net sales were up 6.7% and organic net sales increased 2.4%.

 

· Net income of $56.4 million, which was impacted by an increase of $5.9 million in additional tax and financing expenses, decreased 25.4% from $75.6 million. Net income per diluted share of $1.39, compared to $1.80. Net income margin was 4.0% compared to 5.8%; Adjusted net income of $78.1 million, or $1.93 per diluted share, compared to $88.6 million, or $2.11 per diluted share.

 

· Adjusted EBITDA of $146.6 million compared to $154.3 million; Adjusted EBITDA margin was 10.4% compared to 11.8%.

 

· Cash provided by operating activities of $204.2 million, compared to $204.8 million. Free cash flow of $186.7 million, compared with $185.4 million.

 

· Repurchased 174,555 shares of common stock for $16.0 million at an average cost per share of $91.86, compared to 496,737 shares of common stock for $27.9 million at an average cost per share of $56.15.

 

· Completed the acquisition of Kamco Supply Corporation (“Kamco”), meaningfully expanding the Company’s presence in New York City.

 

· Net debt leverage was 1.7 times Adjusted EBITDA as of the end of the fourth quarter of fiscal 2024 following the acquisition of Kamco, up from 1.5 times Adjusted EBITDA at the end of the third quarter of fiscal 2024 and 1.4 times at the end of the fourth quarter of fiscal 2023.

 

1 


 

Full Year Fiscal 2024 Highlights

 

(Comparisons are to the full year of fiscal 2023, unless otherwise noted)

 

· Net sales of $5,501.9 million increased 3.2%; organic net sales increased 0.3%. On a per day basis, net sales were up 2.4% and organic net sales were down 0.5%.

 

· Net income of $276.1 million decreased 17.1% compared to net income of $333.0 million. Net income per diluted share of $6.75 decreased from $7.82. Net income margin was 5.0% compared to 6.2%; Adjusted net income of $337.3 million decreased 14.8% compared to $395.7 million. Adjusted net income per diluted share of $8.25 compared to $9.29.

 

· Adjusted EBITDA of $615.5 million decreased $50.2 million, or 7.5%; Adjusted EBITDA margin decreased 130 basis points to 11.2% from 12.5%.

 

· Cash provided by operating activities of $433.2 million, compared to $441.7 million. Free cash flow of $376.0 million, compared to $389.1 million.

 

· Repurchased 1.7 million shares of common stock for $115.6 million at an average cost per share of $67.93, compared to 2.3 million shares of common stock for $110.6 million at an average cost per share of $48.74.

 

· Successfully repriced the Company’s Term Loan B, resulting in an expected $3.7 million annualized interest expense savings as compared to the prior terms, or an expected annual $2.6 million benefit to net income.

 

· Demonstrating the continued execution of our strategic priorities, including platform expansion and Complementary Products growth, the Company completed three strategic acquisitions and opened five greenfield yard locations.

 

“We were pleased to deliver solid results for our fourth quarter and full year fiscal 2024, including record levels of net sales for the year,” said John C. Turner, Jr, President and Chief Executive Officer of GMS. “Versus prior year, despite lower single-family full year demand, we delivered volume growth across all our major product categories, which helped offset significant Steel price deflation that occurred at levels beyond our prior expectations. Solid levels of multi-family construction remained in backlog and commercial project activity continued through the end of our fiscal year. Plus, single-family year-over-year Wallboard volume growth for the fourth quarter turned positive for the first time since the fall of 2022. We believe this indicates the start of a mild recovery in an end market that, with considerable pent-up demand, remains poised for a more robust recovery with the expected eventual relief in mortgage rates.”

 

2 


 

Turner continued, “As we move into fiscal 2025, we believe we are well prepared for what we expect to be continued changes in end market dynamics, as an improving single-family end market should help to partially offset declining multi-family, and likely commercial, demand as we move throughout the year. While we now anticipate some near-term headwinds, particularly in Wallboard and Steel margins, we expect to deliver improvement in our second quarter and solid results for the full fiscal year. With the typical 3-to-6 month lag in the realization of Wallboard price increases, we expect to see benefits from the implementation of the previously announced pricing actions later this summer. Also, we anticipate recent Steel manufacturer price increases to improve stabilization in pricing for that product category, which has softened further into our first fiscal quarter of 2025, pressuring both our top line and our profitability for the quarter. Leveraging the benefits of our scale, a wide breadth of product offerings and a balanced mix of end markets served, we expect to successfully navigate these shifts in end market demand and price movement during the year, all while continuing to focus on providing outstanding service and continuing the execution of our strategic priorities.”

 

Fourth Quarter Fiscal 2024 Results

 

(Comparisons are to the fourth quarter of fiscal 2023 unless otherwise noted)

 

Net sales for the fourth quarter of fiscal 2024 of $1.41 billion increased 8.4%, or 6.7% on a same day basis, primarily due to volume growth in each of the Company’s four primary product categories as commercial, single-family and multi-family each showed improvement in demand over the prior year quarter. This was the first quarter of positive year-over-year growth in single-family Wallboard volume since the fall of 2022. Offsetting the volume growth was significant year-over-year Steel price deflation, which reduced net sales by an estimated $29 million for the quarter. Organic net sales increased 4.0% in total or 2.4% on a same day basis.

 

Fourth quarter year-over-year sales by product category were as follows1:

 

·      Wallboard sales of $586.1 million increased 7.6% (up 6.0% on an organic basis).

 

·      Ceilings sales of $188.9 million increased 21.7% (up 11.4% on an organic basis).

 

·      Steel framing sales of $220.5 million decreased 1.5% (down 5.1% on an organic basis).

 

·      Complementary product sales of $417.6 million increased 9.8% (up 3.5% on an organic basis).

 

Gross profit of $451.2 million increased 6.3%, primarily due to the favorable impact of our recent acquisitions and the improved volumes we delivered during the quarter. Gross margin decreased 60 basis points to 31.9%, primarily due to the impact of continuing Steel price deflation. Gross margin also

 

 

1 For more details on sales by product category, including per day organic sales change due to volume and/or price, mix and foreign exchange, please refer to the tables included at the back of this press release.

 

3 


 

includes the negative impact of non-cash purchase accounting adjustments of $1.2 million, compared to $0.5 million.

 

Selling, general and administrative (“SG&A”) expenses were $315.5 million for the quarter, up from $279.8 million primarily related to our recent acquisitions and greenfield yard openings. Also contributing to the higher SG&A expenses were increased labor costs associated with our improved volume levels across all four of our major product categories, coupled with some inflationary pressures in wages and benefits.

 

SG&A expense as a percentage of net sales increased 80 basis points to 22.3% for the quarter compared to 21.5%. Reduced revenue from price deflation negatively impacted SG&A leverage by an estimated 55 basis points. Increased wages, benefits and other costs resulting mostly from improved volumes as well as some inflationary pressures in those costs, negatively impacted SG&A leverage by an estimated 15 basis points, and approximately 10 basis points of the remaining variance was primarily due to our recent acquisitions and greenfield yard openings. Adjusted SG&A expense as a percentage of net sales of 21.8% increased 90 basis points from 20.9%.

 

All in, inclusive of a 4.6% increase in interest expense and a 17.1% increase in income tax expense, net income decreased 25.4% to $56.4 million compared to net income of $75.6 million. Net income per diluted share of $1.39 decreased from $1.80 per diluted share. Adjusted net income was $78.1 million, or $1.93 per diluted share, compared to $88.6 million, or $2.11 per diluted share.

 

Adjusted EBITDA of $146.6 million compared to $154.3 million. Adjusted EBITDA margin of 10.4% decreased 140 basis points compared to 11.8%.

 

Balance Sheet, Liquidity and Cash Flow

 

As of April 30, 2024, the Company had cash on hand of $166.1 million, total debt of $1.3 billion and $655.9 million of available liquidity under its revolving credit facilities. Net debt leverage was 1.7 times Adjusted EBITDA as of the end of the quarter, up from 1.4 times Adjusted EBITDA at the end of the fourth quarter of fiscal 2023.

 

The Company generated cash from operating activities and free cash flow of $204.2 million and $186.7 million, respectively, for the quarter ended April 30, 2024. For the quarter ended April 30, 2023, the Company generated cash from operating activities and free cash flow of $204.8 million and $185.4 million, respectively.

 

During the quarter, the Company repurchased 174,555 shares of common stock for $16.0 million. As of April 30, 2024, the Company had $200.5 million of share repurchase authorization remaining.

 

Platform Expansion Activities

 

During the fourth quarter of fiscal 2024, the Company continued the execution of its platform expansion activities with the closing of its previously announced acquisition of Kamco Supply Corporation, representing a meaningful expansion for GMS into the New York City market.

 

4 


 

Subsequent Event - Platform Expansion

 

On May 16, 2024, GMS announced that it had entered into an agreement to acquire Yvon Building Supply, Inc. and affiliated companies (“Yvon”) for an aggregate purchase price up to CAD$196.5 million. With seven locations across Ontario, Canada, Yvon provides Wallboard, insulation, Steel Framing, Ceilings and other Complementary Products and related services. This transaction is expected to close in July 2024. Also in May 2024, the Company acquired Howard & Sons Building Materials, Inc., a single location distributor of Wallboard, Steel framing and Complementary Products in Pomona, California.

 

Conference Call and Webcast

 

GMS will host a conference call and webcast to discuss its results for the fourth quarter and full year fiscal 2024, which ended on April 30, 2024, and other information related to its business at 8:30 a.m. Eastern Time on Thursday, June 20, 2024. 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 July 20, 2024 and can be accessed at 844-512-2921 (domestic) or 412-317-6671 (international) and entering the pass code 13746741.

 

About GMS Inc.

 

Founded in 1971, GMS operates a network of more than 300 distribution centers with extensive product offerings of wallboard, ceilings, steel framing and complementary construction products. In addition, GMS operates over 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 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.

 

5 


 

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, including interest rates, pricing including, by not limited to, the ability to implement and maintain manufacturers’ price increases, commodities pricing, the demand for the Company’s products, the Company’s strategic priorities and the results thereof, service levels and the ability to drive value and results contained in this press release may be considered forward-looking statements. In addition, forward looking statements may include statements regarding the Company’s expectations concerning management’s plans for execution of a stock repurchase program, including the maximum amount, manner and duration of the purchase of the Company’s common stock under its authorized stock repurchase program. 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 economic issues, geopolitical issues, 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 June 20, 2024. 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 June 20, 2024.

 

Contact Information:

 

6 


 

Investors: 

Carey Phelps 

ir@gms.com 

770-723-3369

 

7 


 

GMS Inc. 

Condensed Consolidated Statements of Operations (Unaudited) 

(in thousands, except per share data)

 

  Three Months Ended   Year Ended
    April 30,   April 30,
  2024   2023   2024   2023
Net sales   $ 1,413,029     $ 1,304,102     $ 5,501,907     $ 5,329,252  
Cost of sales (exclusive of depreciation and amortization shown separately below)     961,831       879,626       3,726,806       3,603,307  
Gross profit     451,198       424,476       1,775,101       1,725,945  
Operating expenses:                                
Selling, general and administrative     315,518       279,764       1,198,899       1,093,827  
Depreciation and amortization     35,603       30,822       133,362       126,907  
Total operating expenses     351,121       310,586       1,332,261       1,220,734  
Operating income     100,077       113,890       442,840       505,211  
Other (expense) income:                                
Interest expense     (19,021 )     (18,184 )     (75,461 )     (65,843 )
Write-off of debt discount and deferred financing fees     (674 )           (2,075 )      
Other income, net     2,685       2,677       8,862       8,135  
Total other expense, net     (17,010 )     (15,507 )     (68,674 )     (57,708 )
Income before taxes     83,067       98,383       374,166       447,503  
Provision for income taxes     26,680       22,790       98,087       114,512  
Net income   $ 56,387     $ 75,593     $ 276,079     $ 332,991  
Weighted average common shares outstanding:                                
Basic     39,830       41,239       40,229       41,904  
Diluted     40,539       41,913       40,906       42,592  
Net income per common share:                                
Basic   $ 1.42     $ 1.83     $ 6.86     $ 7.95  
Diluted   $ 1.39     $ 1.80     $ 6.75     $ 7.82  

 

8 


 

GMS Inc. 

Condensed Consolidated Balance Sheets (Unaudited) 

(in thousands, except per share data)

 

​    April 30,
2024
  April 30,
2023
Assets                
Current assets:              
Cash and cash equivalents   $ 166,148     $ 164,745  
Trade accounts and notes receivable, net of allowances of $16,930 and $13,636, respectively     849,993       792,232  
Inventories, net     580,830       575,495  
Prepaid expenses and other current assets     42,352       17,051  
Total current assets     1,639,323       1,549,523  
Property and equipment, net of accumulated depreciation of $309,850 and $264,650, respectively     472,257       396,419  
Operating lease right-of-use assets     251,207       189,351  
Goodwill     853,767       700,813  
Intangible assets, net     502,688       399,660  
Deferred income taxes     21,890       19,839  
Other assets     18,708       11,403  
Total assets   $ 3,759,840     $ 3,267,008  
Liabilities and Stockholders’ Equity                
Current liabilities:                
Accounts payable   $ 420,237     $ 377,003  
Accrued compensation and employee benefits     125,610       119,887  
Other accrued expenses and current liabilities     111,204       107,675  
Current portion of long-term debt     50,849       54,035  
Current portion of operating lease liabilities     49,150       47,681  
Total current liabilities     757,050       706,281  
Non-current liabilities:                
Long-term debt, less current portion     1,229,726       1,044,642  
Long-term operating lease liabilities     204,865       141,786  
Deferred income taxes, net     62,698       51,223  
Other liabilities     44,980       48,319  
Total liabilities     2,299,319       1,992,251  
Commitments and contingencies                
Stockholders' equity:                
Common stock, par value $0.01 per share, 500,000 shares authorized; 39,754
and 40,971 shares issued and outstanding as of April 30, 2024 and 2023, respectively
    397       410  
Preferred stock, par value $0.01 per share, 50,000 shares authorized; 0 shares issued and outstanding as of April 30, 2024 and 2023            
Additional paid-in capital     334,596       428,508  
Retained earnings     1,157,047       880,968  
Accumulated other comprehensive loss     (31,519 )     (35,129 )
Total stockholders' equity     1,460,521       1,274,757  
Total liabilities and stockholders' equity   $ 3,759,840     $ 3,267,008  

 

9 


 

GMS Inc. 

Condensed Consolidated Statements of Cash Flows (Unaudited) 

(in thousands)

 

    Year Ended April 30,
  2024   2023
Cash flows from operating activities:              
Net income   $ 276,079     $ 332,991  
Adjustments to reconcile net income to net cash provided by operating activities:                
Depreciation and amortization     133,362       126,907  
Write-off and amortization of debt discount and debt issuance costs     4,704       1,468  
Equity-based compensation     22,436       22,098  
Gain on disposal of assets     (729 )     (1,413 )
Deferred income taxes     3,685       220  
Other items, net     8,766       13,270  
Changes in assets and liabilities net of effects of acquisitions:                
Trade accounts and notes receivable     (26,573 )     (37,024 )
Inventories     17,067       (16,802 )
Prepaid expenses and other assets     (18,652 )     1,367  
Accounts payable     22,147       6,665  
Accrued compensation and employee benefits     5,795       11,754  
Other accrued expenses and liabilities     (14,838 )     (19,764 )
Cash provided by operating activities     433,249       441,737  
Cash flows from investing activities:                
Purchases of property and equipment     (57,247 )     (52,672 )
Proceeds from sale of assets     2,668       2,879  
Acquisition of businesses, net of cash acquired     (376,192 )     (61,677 )
Cash used in investing activities     (430,771 )     (111,470 )
Cash flows from financing activities:                
Repayments on revolving credit facility     (605,409 )     (647,247 )
Borrowings from revolving credit facility     765,373       546,113  
Payments of principal on long-term debt     (2,500 )     (5,110 )
Payments of principal on finance lease obligations     (41,786 )     (35,845 )
Borrowings from term loan amendments     390,574        
Repayments of term loan amendments     (390,076 )      
Repurchases of common stock     (116,439 )     (110,776 )
Payment of acquisition holdback liability           (13,500 )
Debt issuance costs     (7,070 )     (3,157 )
Proceeds from exercises of stock options     6,336       4,715  
Payments for taxes related to net share settlement of equity awards     (4,026 )     (4,005 )
Proceeds from issuance of stock pursuant to employee stock purchase plan     4,586       3,203  
Cash used in financing activities     (437 )     (265,609 )
Effect of exchange rates on cash and cash equivalents     (638 )     (1,829 )
Increase in cash and cash equivalents     1,403       62,829  
Cash and cash equivalents, beginning of year     164,745       101,916  
Cash and cash equivalents, end of year   $ 166,148     $ 164,745  
Supplemental cash flow disclosures:                
Cash paid for income taxes   $ 120,352     $ 110,366  
Cash paid for interest     70,798       61,752  

 

10 


 

GMS Inc. 

Net Sales by Product Group (Unaudited) 

(dollars in thousands)

 

  Three Months Ended   Year Ended  
  April 30,
2024
  % of
Total
  April 30,
2023
  % of
Total
  April 30,
2024
  % of
Total
  April 30,
2023
  % of
Total
 
                                 
Wallboard   $ 586,052   41.5%   $ 544,684   41.8%   $ 2,263,337   41.1%   $ 2,151,505   40.4%  
Ceilings     188,873   13.4%     155,135   11.9%     695,151   12.6%     628,821   11.8%  
Steel framing     220,499   15.6%     223,810   17.2%     892,730   16.2%     1,011,309   19.0%  
Complementary products     417,605   29.5%     380,473   29.1%     1,650,689   29.9%     1,537,617   28.9%  
Total net sales   $ 1,413,029       $ 1,304,102       $ 5,501,907       $ 5,329,252      

 

GMS Inc. 

Net Sales and Organic Sales by Product Group (Unaudited) 

(dollars in millions)

 

  Net Sales       Organic Sales      
  Three Months Ended April 30,       Three Months Ended April 30,      
  2024   2023   Change   2024   2023   Change
Wallboard   $ 586.0   $ 544.7   7.6 %   $ 577.4   $ 544.7   6.0 %
Ceilings     188.9     155.1   21.7 %     172.8     155.1   11.4 %
Steel framing     220.5     223.8   (1.5 )%     212.4     223.8   (5.1 )%
Complementary products     417.6     380.5   9.8 %     393.7     380.5   3.5 %
Total net sales   $ 1,413.0   $ 1,304.1   8.4 %   $ 1,356.3   $ 1,304.1   4.0 %

 

  Net Sales         Organic Sales      
  Year Ended April 30,         Year Ended April 30,      
  2024   2023   Change   2024   2023   Change
Wallboard   $ 2,263.3   $ 2,151.5   5.2 %   $ 2,248.1   $ 2,151.5   4.5 %
Ceilings     695.2     628.8   10.6 %     667.4     628.8   6.1 %
Steel framing     892.7     1,011.3   (11.7 )%     877.6     1,011.3   (13.2 )%
Complementary products     1,650.7     1,537.6   7.4 %     1,554.0     1,537.6   1.1 %
Total net sales   $ 5,501.9   $ 5,329.2   3.2 %   $ 5,347.1   $ 5,329.2   0.3 %

 

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GMS Inc. 

Per Day Net Sales and Per Day Organic Sales by Product Group (Unaudited) 

(dollars in millions)

 

  Per Day Net Sales         Per Day Organic Sales      
  Three Months Ended April 30,         Three Months Ended April 30,      
  2024   2023   Change   2024   2023   Change
Wallboard   $ 9.2   $ 8.6   5.9 %   $ 9.0   $ 8.6   4.3 %
Ceilings     3.0     2.5   19.8 %     2.7     2.5   9.7 %
Steel framing     3.4     3.6   (3.0 )%     3.3     3.6   (6.6 )%
Complementary products     6.5     6.0   8.0 %     6.2     6.0   1.9 %
Total net sales   $ 22.1   $ 20.7   6.7 %   $ 21.2   $ 20.7   2.4 %

 

  Per Day Net Sales         Per Day Organic Sales      
  Year Ended April 30,         Year Ended April 30,      
  2024   2023   Change   2024   2023   Change
Wallboard   $ 8.9   $ 8.5   4.4 %   $ 8.8   $ 8.5   3.7 %
Ceilings     2.7     2.5   9.7 %     2.6     2.5   5.3 %
Steel framing     3.5     4.0   (12.4 )%     3.4     4.0   (13.9 )%
Complementary products     6.5     6.1   6.5 %     6.1     6.1   0.3 %
Total net sales   $ 21.6   $ 21.1   2.4 %   $ 20.9   $ 21.1   (0.5 )%

 

  Per Day Organic Growth(a)   Per Day Organic Growth(a)
    Three Months Ended April 30, 2024   Year Ended April 30, 2024
  Volume   Price/Mix/Fx   Volume   Price/Mix/Fx
Wallboard   6.3%     (1.9 )%     2.0%     1.7 %
Ceilings   5.5%     4.2 %     3.5%     1.8 %
Steel framing   6.9%     (13.5 )%     10.8%     (24.7 )%

 

 

(a) Given the wide breadth of offerings and units of measure in Complementary Products, detailed price vs volume reporting is not available at a consolidated level.

 

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GMS Inc. 

Reconciliation of Net Income to Adjusted EBITDA (Unaudited) 

(in thousands)

 

  Three Months Ended   Year Ended
  April 30,   April 30,
  2024   2023   2024   2023
                         
Net income   $ 56,387     $ 75,593     $ 276,079     $ 332,991  
Interest expense     19,021       18,184       75,461       65,843  
Write-off of debt discount and deferred financing fees     674             2,075        
Interest income     (610 )     (897 )     (1,754 )     (1,287 )
Provision for income taxes     26,680       22,790       98,087       114,512  
Depreciation expense     18,640       15,964       69,206       61,177  
Amortization expense     16,963       14,858       64,156       65,730  
EBITDA   $ 137,755     $ 146,492     $ 583,310     $ 638,966  
Stock appreciation expense(a)     1,983       1,815       5,391       7,703  
Redeemable noncontrolling interests(b)     302       (25 )     1,427       1,178  
Equity-based compensation(c)     3,644       3,019       15,618       13,217  
Severance and other permitted costs(d)     307       2,372       2,628       2,788  
Transaction costs (acquisitions and other)(e)     1,483       807       4,856       1,961  
Gain on disposal of assets(f)     (66 )     (799 )     (729 )     (1,413 )
Effects of fair value adjustments to inventory(g)     1,183       487       1,633       1,123  
Debt transaction costs(h)     (13 )     173       1,320       173  
EBITDA adjustments     8,823       7,849       32,144       26,730  
Adjusted EBITDA   $ 146,578     $ 154,341     $ 615,454     $ 665,696  
                               
Net sales   $ 1,413,029     $ 1,304,102     $ 5,501,907     $ 5,329,252  
Adjusted EBITDA Margin     10.4 %     11.8 %     11.2 %     12.5 %

 

 

(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.

 

(h) Represents costs paid to third-party advisors related to debt refinancing activities.​

 

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GMS Inc. 

Reconciliation of Cash Provided By Operating Activities to Free Cash Flow (Unaudited) 

(in thousands)

 

  Three Months Ended   Year Ended  
  April 30,   April 30,  
  2024   2023   2024   2023
Cash provided by operating activities   $ 204,223     $ 204,810     $ 433,249     $ 441,737  
Purchases of property and equipment     (17,519 )     (19,422 )     (57,247 )     (52,672 )
Free cash flow (a)   $ 186,704     $ 185,388     $ 376,002     $ 389,065  

 

 

(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     Year Ended  
  April 30,     April 30,  
  2024     2023     2024     2023  
Selling, general and administrative expense   $ 315,518     $ 279,764     $ 1,198,899     $ 1,093,827  
                                 
Adjustments                                
Stock appreciation expense(a)     (1,983 )     (1,815 )     (5,391 )     (7,703 )
Redeemable noncontrolling interests(b)     (302 )     25       (1,427 )     (1,178 )
Equity-based compensation(c)     (3,644 )     (3,019 )     (15,618 )     (13,217 )
Severance and other permitted costs(d)     (307 )     (2,384 )     (2,628 )     (2,875 )
Transaction costs (acquisitions and other)(e)     (1,483 )     (807 )     (4,856 )     (1,961 )
Gain on disposal of assets(f)     66       799       729       1,413  
Debt transaction costs(g)     13       (173 )     (1,320 )     (173 )
Adjusted SG&A   $ 307,878     $ 272,390     $ 1,168,388     $ 1,068,133  
                                 
Net sales   $ 1,413,029     $ 1,304,102     $ 5,501,907     $ 5,329,252  
Adjusted SG&A margin     21.8 %     20.9 %     21.2 %     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.

 

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(g) Represents costs paid to third-party advisors related to debt refinancing activities.

 

GMS Inc. 

Reconciliation of Income Before Taxes to Adjusted Net Income (Unaudited) 

(in thousands, except per share data)

 

  Three Months Ended   Year Ended
  April 30,   April 30,
  2024   2023   2024   2023
                         
Income before taxes   $ 83,067     $ 98,383     $ 374,166     $ 447,503  
EBITDA adjustments     8,823       7,849       32,144       26,730  
Write-off of discount and deferred financing fees     674             2,075        
Acquisition accounting depreciation and amortization (1)     12,243       11,111       44,377       49,931  
Adjusted pre-tax income     104,807       117,343       452,762       524,164  
Adjusted income tax expense     26,726       28,749       115,454       128,420  
Adjusted net income   $ 78,081     $ 88,594     $ 337,308     $ 395,744  
Effective tax rate (2)     25.5 %     24.5 %     25.5 %     24.5 %
                                 
Weighted average shares outstanding:                                
Basic     39,830       41,239       40,229       41,904  
Diluted     40,539       41,913       40,906       42,592  
Adjusted net income per share:                                
Basic   $ 1.96     $ 2.15     $ 8.38     $ 9.44  
Diluted   $ 1.93     $ 2.11     $ 8.25     $ 9.29  

 

 

(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 Materials, Ames Taping Tools and Kamco Supply Corporation.

 

(2) Normalized cash tax rate excluding the impact of acquisition accounting and certain other deferred tax amounts.

 

15