GMS GMS Inc

 

 

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): December 5, 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 7.01. Regulation FD Disclosure.

 

The slide presentation furnished as Exhibit 99.1 hereto, and incorporated herein by reference, will be presented to certain investors of GMS on December 5, 2024, and may be used by GMS in various other presentations to investors on or after December 5, 2024.

 

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 99.1 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, 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*	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: December 5, 2024	By:	/s/ Scott M. Deakin
		Name:	Scott M. Deakin
		Title:	Chief Financial Officer

 

 

Exhibit 99.1

Q2 FY2025 Earnings Call December 5, 2024

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 or expected growth in those markets and products, the eco nom y generally, our ability to navigate the evolving operating environment and execute our business, strategic initiatives and priorities and growth potential, closing of acquisi tio ns and integration of such acquisitions, future M&A and greenfields, inflation, mortgage and lending rates, capital structure, pricing (including but not limited to, fluctuations in co mmodity pricing), volumes, net sales, organic sales, gross margins, incremental EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, capital expenditures, free cash flow, future financial per formance and liquidity, the Company’s cost reduction initiatives and results thereof, and the ability of the Company to grow stronger contained in this presentation may be consid ere d forward - looking statements. Statements about our expectations, beliefs, plans, strategies, objectives, prospects, assumptions or future events or performance may be considere d f orward - 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. Forward - looking statements involve risks and uncertainties, including, but not limited to, those described in the “Risk Factors” section in t he 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 presentation are made as of December 5, 20 24. 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 oth erwise. These forward - looking statements should not be relied upon as representing the Company’s views as of any date subsequent to December 5, 2024. 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 Q2 Fiscal 2025 At a Glance Comparisons are to Q 2 FY2 4 unless noted otherwise • Resilient or improved pricing in all major product categories, including slight sequential improvement in Steel Framing • Volume growth, inclusive of acquisitions in Ceilings, Steel Framing and Complementary Products • Softening demand, particularly in multi - family and commercial end markets • Hurricanes caused reduced revenues and operational inefficiencies • Net Sales of $1.5 billion, up 3.5% 1 For a reconciliation of Adjusted EBITDA to the most directly comparable GAAP metrics, see Appendix. • Hurricanes Helene and Milton negatively impacted net and organic sales by an estimated $20 million, most notably reducing single - family Wallboard volumes • Gross margin of 31.4%, up 20 bps from Q1 FY25 and down 90 bps YOY • Net income of $53.5 million, compared to $81.0 million • Adjusted EBITDA 1 of $152.2 million, compared to $167.6 million Q2 FY25 Net Sales Wallboard 39% Ceilings 14% Steel Framing 15% Complementary Products 32%

4 Drive Improved Productivity & Profitability Strategic Growth Priorities – Q2 FY25 Update Capitalize on existing fixed investments in locations & equipment where we are underpenetrated or below expected share Grow Complementary Product opportunities to diversify and profitably expand our product offerings Expand the platform through accretive acquisition and greenfield opportunities, balanced with debt reduction priorities Leverage our scale and employ technology and best practices to deliver a best - in - class customer experience with an aim to further profit improvement Expand Share in Core Products Grow Complementary Products Platform Expansion • The Gypsum Association, Steel Framing Industry Association and ceilings manufacturers’ data all indicate that GMS continued to maintain or gain share • Q225 was the 18th consecutive quarter of year - over - year growth for Complementary Products • Focus areas Tools & Fasteners, EIFS/Stucco and Insulation continued to outperform the broader category • Closed acquisition of R.S. Elliott, a leading distributor of stucco, plaster, siding, EIFS and related construction supplies across Florida • Opened two new greenfield locations during the quarter • Solid pipeline of M&A opportunities in both our core and Complementary Product lines • Equipping yard personnel with the right tools and technologies continues to improve the efficiency of their operations • Consolidation of legacy legal entities is reducing organizational and process complexity, along with costs, while also leveraging the standardization of product, vendor, customer and other operational data across the business

5 Sales Highlights – Q2 FY25 U.S. Per Day Residential Sales Q225 Net Sales $ 1.5 B Per Day Net Sales 2.1% U.S. Per Day Commercial Sales 1.2% 2.7% 3.5% • Hurricanes Helene and Milton negatively impacted sales by an estimated $20 million • Single - family demand was flat YOY; the hurricanes most heavily impacted the single - family end market • Commercial and multi - family activity levels continued to slow • Deflationary pricing in Steel Framing reduced total net sales by an estimated $18 million U.S. Multi - family per day sales U.S. Single - family per day sales 0.8% 16.3% 3.8% 1 Given the wide breadth of offerings and units of measure in Complementary Products, detailed price vs volume reporting is not av ailable at a consolidated level. 1 1

6 Mix Shift and Price/Cost Dynamics Impact Profitability * For a reconciliation of Adjusted SG&A, Adjusted EBITDA and Adjusted EBITDA Margin to the most directly comparable GAAP metric s, see Appendix. $167.6 $152.2 11.8% 10.3% 8.0% 8.5% 9.0% 9.5% 10.0% 10.5% 11.0% 11.5% 12.0% 12.5% 13.0% 13.5% $0 $50 $100 $150 $200 Fiscal Q2 2024 Fiscal Q2 2025 Adj. EBITDA* Adj. EBITDA Margin* ($ mm) Net Income & Adj. EBITDA * Net income decreased 33.9% YOY to $53.5M, Net income margin was 3.6% Adjusted EBITDA * was $152.2 million with 10.3% Adjusted EBITDA margin. Gross Margin Bridge SG&A % Bridge

7 Attractive Capital Structure Supports Strategic Priorities • Repurchased 593K shares for $52.3 million during Q225 • Repurchase authorization renewed at $250 million in early December 1.5x 1.5x 1.7x 2.1x 2.3x 10/31/2023 01/31/2024 04/30/2024 7/31/2024 10/31/2024 $27 $52 $47 $491 $32 $841 FY25 FY26 FY27 FY28 FY29 Thereafter LTM Net Debt 3 / PF Adjusted EBITDA 4 Debt 5 Maturity Schedule $ in millions 1. For a reconciliation of free cash flow to cash provided or used by operating activities, the most directly comparable GAAP me tri c, see Appendix. 2. Balance sheet, capital structure and share repurchase authorization references are as of 10/31/2024. 3. Includes cash used for Capital Expenditures, Acquisitions, Share Repurchases, Payments on Principal on Long - Term Debt and Paymen ts on Principal on Finance Lease Obligations for fiscal years 2022, 2023 and 2024. 4. For detail, including a reconciliation of Pro Forma Adjusted EBITDA to net income, the most directly comparable GAAP metric, see Appendix. 5. Debt includes First Lien Term Loan, ABL Facility, Senior Notes, Finance Leases & Installment Notes. Share Repurchases 2 Substantial Liquidity 2 • $83.9 million of cash on hand • $458.6 million available under our revolving credit facility 3 - Year Historical Use of Cash 3 For Fiscal Years 2022, 2023 and 2024 Acquisitions 60% Capital Expenditures 11% Share Repurchases 20% Debt/Lease Payments 9% Q225 Cash Flow 1 • Cash generated by operating activities was $115.6 million • Free cash flow was $101.5 million

8 End Market & Product - Level Expectations Q3 FY25 YOY Price/Mix Expectations Q3 FY25 YOY Volume Expectations Product Category Total (Incl. acquisitions) Organic Roughly flat •Single - family: Down ~25% •Multi - family: Down high - single digits •Commercial: Up slightly Down low - to - mid single digits Down mid - to - high single digits Total Wallboard: Up mid - single digits Up high - single digits Ceilings: Down low - to - mid single digits Down low single digits Steel Framing: Sales growth in the low double digits Complementary Products:

9 Consolidated Expectations Q3 FY25 Expectation Metric for Q3 FY25 Up low - single digits YOY in total, Down low - to - mid single digits organically Net Sales ~31.5% to 31.7% Gross Margin $38 million - $40 million Net Income $113 million - $118 million Adjusted EBITDA 1 ~9.0% Adjusted EBITDA Margin 1 Full Year FY25 Expectation Metric for Full Year FY25 ~ $87 million - $89 million Interest Expense ~ $45 million to $50 million Capital Expenditures ~ 60% to 65% of FY25 Adj. EBITDA 1 Free Cash Flow 1 ~ 26.5% - 27% Tax Rate 2 1 For a reconciliation of Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income or Free Cash Flow to the most directly c omp arable GAAP metrics, see Appendix. 2 Tax rate refers to the normalized cash tax rate excluding the impact of acquisition accounting and certain other deferred tax am ounts.

10 Appendix

11 Summary Quarterly Financials (In millions) 1Q24 2Q24 3Q24 4Q24 FY24 1Q25 2Q25 (Unaudited) Wallboard Volume (MSF) 1,204 1,231 1,101 1,234 4,769 1,233 1,211 Wallboard Price ($ / '000 Sq. Ft.) 475 $ 476 $ 473 $ 475 $ 475 $ 477 $ 481 Wallboard 571 $ 585 $ 521 $ 586 $ 2,263 $ 588 $ 582 Ceilings 175 175 156 189 695 207 204 Steel framing 237 232 203 220 893 210 217 Complementary products 426 428 379 418 1,651 444 467 Net sales 1,410 1,421 1,258 1,413 5,502 1,448 1,471 Cost of sales 959 962 844 962 3,727 997 1,010 Gross profit 451 459 415 451 1,775 452 461 Gross margin 32.0% 32.3% 33.0% 31.9% 32.3% 31.2% 31.4% Operating expenses: Selling, general and administrative expenses 287 301 296 316 1,199 315 324 Depreciation and amortization 32 33 33 36 133 38 42 Total operating expenses 319 334 328 351 1,332 353 366 Operating income 132 125 86 100 443 98 95 Other (expense) income: Interest expense (19) (19) (19) (19) (75) (22) (24) Write - off of discount and deferred financing costs (1) - - (1) (2) - - Other income, net 2 2 2 3 9 2 1 Total other expense, net (18) (17) (17) (17) (69) (20) (22) Income before taxes 114 108 69 83 374 78 72 Income tax expense 27 27 17 27 98 21 18 Net income 87 $ 81 $ 52 $ 56 $ 276 $ 57 $ 54 $ Business Days 64 65 62 64 255 64 65 Net Sales by Business Day 22.0 $ 21.9 $ 20.3 $ 22.1 $ 21.6 $ 22.6 $ 22.6 $ Beginning Branch Count 304 305 308 311 304 316 325 Added Branches 1 3 3 5 12 9 6 Ending Branch Count 305 308 311 316 316 325 331

12 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) 1Q24 2Q24 3Q24 4Q24 FY24 1Q25 2Q25 Net income $ 86.8 $ 81.0 $ 51.9 $ 56.4 $ 276.1 $ 57.2 $ 53.5 Non-cash changes & other changes (12.3) 48.2 27.5 81.1 144.5 (12.5) 64.7 Changes in primary working capital components: Trade accounts and notes receivable (38.2) (51.1) 92.1 (29.3) (26.5) (36.4) (11.8) Inventories (1.4) 21.6 (20.3) 17.1 17.0 (20.6) 16.4 Accounts payable (28.3) 18.4 (47.0) 79.0 22.2 (10.6) (7.2) Cash provided by (used in) operating activities 6.6 118.1 104.3 204.2 433.2 (22.9) 115.6 Purchases of property and equipment (13.5) (16.0) (10.2) (17.5) (57.2) (9.0) (14.1) Proceeds from sale of assets 1.0 0.7 0.2 0.7 2.7 1.2 1.1 Acquisitions of businesses, net of cash acquired (39.0) (17.0) 0.6 (320.8) (376.2) (118.5) (88.8) Other investing activities - - - - - - (5.2) Cash (used in) investing activities (51.5) (32.3) (9.4) (337.6) (430.8) (126.2) (107.0) Cash provided by (used in) financing activities (39.1) (89.7) (83.9) 212.2 (0.4) 35.3 22.4 Effect of exchange rates 0.7 (1.1) 0.8 (1.1) (0.6) 0.9 (0.3) Increase (decrease) in cash and cash equivalents (83.3) (4.9) 11.8 77.8 1.4 (113.0) 30.8 Balance, beginning of period 164.7 81.4 76.5 88.3 164.7 166.1 53.2 Balance, end of period $ 81.4 $ 76.5 $ 88.3 $ 166.1 $ 166.1 $ 53.2 $ 83.9 Supplemental cash flow disclosures: Cash paid for income taxes $ 3.2 $ 66.1 $ 24.4 $ 26.7 $ 120.4 $ 2.9 $ 43.1 Cash paid for interest $ 21.9 $ 13.5 $ 22.0 $ 13.5 $ 70.8 $ 26.7 $ 19.2 Cash provided by (used in) operating activities $ 6.6 $ 118.1 $ 104.3 $ 204.2 $ 433.2 $ (22.9) $ 115.6 Purchases of property and equipment (13.5) (16.0) (10.2) (17.5) (57.2) (9.0) (14.1) Free cash flow (1) $ (6.9) $ 102.1 $ 94.1 $ 186.7 $ 376.0 $ (31.9) $ 101.5

13 Q2 2025 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) FY25 FY24 Reported Organic (1) Organic (1) 1,355.0$ 1,420.9$ Acquisitions 117.0 - Fx Impact (1.2) - Total Net Sales 1,470.8$ 1,420.9$ 3.5% (4.6%) Wallboard 582.1$ 585.2$ (0.5%) (5.2%) Ceilings 204.4 175.3 16.6% 1.6% Steel Framing 217.4 232.1 (6.3%) (14.0%) Complementary Products 466.8 428.3 9.0% (1.4%) Total Net Sales 1,470.8$ 1,420.9$ 3.5% (4.6%) Fiscal Q2 Variance

14 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 certain other cost adjustments as permitted 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 H. Represents the change in fair value of contingent consideration arrangements I. Represents expenses paid to third party advisors related to debt refinancing activities ( $ in 000s) 1Q24 2Q24 3Q24 4Q24 FY24 1Q25 2Q25 (Unaudited) Net Income 86,830$ 80,957$ 51,905$ 56,387$ 276,079$ 57,248$ 53,536$ Add: Interest Expense 18,914 18,742 18,784 19,021 75,461 22,213 23,697 Add: Write off of debt discount and deferred financing fees 1,401 - - 674 2,075 - - Less: Interest Income (474) (292) (378) (610) (1,754) (370) (193) Add: Income Tax Expense 26,734 27,205 17,468 26,680 98,087 20,946 18,890 Add: Depreciation Expense 16,327 16,963 17,276 18,640 69,206 19,228 20,529 Add: Amortization Expense 15,691 15,974 15,528 16,963 64,156 18,804 21,549 EBITDA 165,423$ 159,549$ 120,583$ 137,755$ 583,310$ 138,069$ 138,008$ Adjustments Stock appreciation rights (A) 1,218 401 1,789 1,983 5,391 243 397 Redeemable noncontrolling interests (B) 480 184 461 302 1,427 422 693 Equity-based compensation (C) 3,304 5,111 3,559 3,644 15,618 3,678 4,925 Severance and other permitted costs (D) 406 882 1,033 307 2,628 956 6,460 Transaction costs (acquisition and other) (E) 1,385 1,223 765 1,483 4,856 1,299 1,193 (Gain) loss on disposal of assets (F) (131) (310) (222) (66) (729) 858 (351) Effects of fair value adjustments to inventory (G) 302 140 8 1,183 1,633 375 106 Change in fair value of contingent consideration (H) - - - - - - 793 Debt transaction costs (I) 911 378 44 (13) 1,320 (20) - Total Adjustments 7,875$ 8,009$ 7,437$ 8,823$ 32,144$ 7,812$ 14,216$ Adjusted EBITDA (as reported) 173,298$ 167,558$ 128,020$ 146,578$ 615,454$ 145,881$ 152,224$ Net Sales $1,409,600 $1,420,930 $1,258,348 $1,413,029 $5,501,907 $1,448,456 $1,470,776 Adjusted EBITDA Margin 12.3% 11.8% 10.2% 10.4% 11.2% 10.1% 10.3%

15 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 certain other cost adjustments as permitted under the ABL Facility and the Term Loan Facility E. Represents one - time costs related to acquisitions paid to third parties F. Represents the non - cash cost of sales impact of purchase accounting adjustments to increase inventory to its estimated fair value G. Represents the change in fair value of contingent consideration arrangements H. Represents expenses paid to third party advisors related to debt refinancing activities I. Pro forma impact of earnings from acquisitions from the beginning of the LTM period to the date of acquisition, including synergies ( $ in 000s) LTM FY25 Q2 2024 2023 2022 2021 (Unaudited) Net Income 219,076$ 276,079$ 332,991$ 273,442$ 105,560$ Add: Interest Expense 83,715 75,461 65,843 58,097 53,786 Add: Write off of debt discount and deferred financing fees 674 2,075 - - 4,606 Less: Interest Income (1,551) (1,754) (1,287) (163) (86) Add: Income Tax Expense 83,984 98,087 114,512 91,377 31,534 Add: Depreciation Expense 75,673 69,206 61,177 55,437 50,480 Add: Amortization Expense 72,844 64,156 65,730 63,795 57,645 EBITDA 534,415$ 583,310$ 638,966$ 541,985$ 303,525$ Adjustments Stock appreciation rights (A) 4,412 5,391 7,703 4,403 3,173 Redeemable noncontrolling interests (B) 1,878 1,427 1,178 1,983 1,288 Equity-based compensation (C) 15,806 15,618 13,217 10,968 8,442 Severance and other permitted costs (D) 8,756 2,628 2,788 1,132 2,948 Transaction costs (acquisition and other) (E) 4,721 4,856 1,961 3,545 1,068 (Gain) loss on disposal of assets 219 (729) (1,413) (913) (1,011) Effects of fair value adjustments to inventory (F) 1,672 1,633 1,123 3,818 788 Change in fair value of contingent consideration (G) 793 Gain on legal settlement - - - - (1,382) Debt transaction costs (H) 31 1,320 173 - 532 Total Adjustments 38,288$ 32,144$ 26,730$ 24,936$ 15,846$ Adjusted EBITDA (as reported) 572,703 615,454$ 665,696$ 566,921$ 319,371$ Contributions from acquisitions (I) 31,032 24,213 9,535 21,348 4,948 Pro Forma Adjusted EBITDA 603,735$ 639,667$ 675,231$ 588,269$ 324,319$ Net Sales $5,590,609 $5,501,907 $5,329,252 $4,634,875 $3,298,823 Adjusted EBITDA margin (as reported) 10.2% 11.2% 12.5% 12.2% 9.7%

16 Income Before Taxes to Adjusted Net Income Reconciliation Commentary A. Represents all non - cash amortization resulting from business combinations. To make the financial presentation more consistent with other public building products companies, beginning in the first quarter 2025 we are now including an adjustment for all non - cash amortization expense related to acquisitions, as opposed to non - cash amortization and depreciation for select acquisitions B. Normalized cash tax rate excluding the impact of acquisition accounting and certain other deferred tax amounts ($ in 000s) 2Q25 2Q24 (Unaudited) Income before taxes 72,426$ 108,162$ EBITDA adjustments 14,216 8,009 Amortization expense (A) 21,549 15,974 Adjusted pre-tax income 108,191 132,145 Adjusted income tax expense 28,130 33,697 Adjusted net income 80,061$ 98,448$ Effective tax rate (B) 26.0% 25.5% Weighted average shares outstanding: Basic 39,126 40,466 Diluted 39,703 41,088 Adjusted net income per share: Basic 2.05$ 2.43$ Diluted 2.02$ 2.40$

17 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 certain other cost adjustments as permitted 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 expenses paid to third party advisors related to debt refinancing activities (Unaudited) 1Q24 2Q24 3Q24 3Q24 FY2024 1Q25 2Q25 ($ in millions) SG&A - Reported 286.8$ 300.9$ 295.7$ 315.5$ 1,198.9$ 315.2$ 324.2$ Adjustments Stock appreciation rights (A) (1.2) (0.4) (1.8) (2.0) (5.4) (0.2) (0.4) Redeemable noncontrolling interests (B) (0.5) (0.2) (0.5) (0.3) (1.4) (0.4) (0.7) Equity-based compensation (C) (3.3) (5.1) (3.6) (3.6) (15.6) (3.7) (4.9) Severance and other permitted costs (D) (0.4) (0.9) (1.0) (0.3) (2.6) (1.0) (6.5) Transaction costs (acquisition and other) (E) (1.4) (1.2) (0.8) (1.5) (4.9) (1.3) (1.2) Gain (loss) on disposal of assets (F) 0.1 0.3 0.2 0.1 0.7 (0.9) 0.4 Debt transaction costs (G) (0.9) (0.4) (0.0) 0.0 (1.3) 0.0 - SG&A - Adjusted 279.2$ 293.0$ 288.3$ 307.9$ 1,168.4$ 307.7$ 310.9$ Net Sales 1,409.6$ 1,420.9$ 1,258.3$ 1,413.0$ 5,501.9$ 1,448.5$ 1,470.8$ Adjusted SG&A Margin 19.8% 20.6% 22.9% 21.8% 21.2% 21.2% 21.1%

18 Leverage Summary (1) Net of unamortized discount of $2.4mm, $2.3mm, $2.0mm, $1.9mm and $1.8mm as of October 31, 2023, January 31, 2024, April 2024 , J uly 31, 2024, and October 31, 2024, respectively. (2) Net of deferred financing costs of $3.9mm, $3.8mm, $4.4mm, $4.3mm and $4.0mm as of October 31, 2023, January 31, 2024, April 202 4, July 31, 2024, and October 31, 2024, respectively. (3) Net of deferred financing costs of $3.8mm, $3.6mm, $3.4mm, $3.2mm and $3.1mm as of October 31, 2023, January 31, 2024, April 202 4, July 31, 2024, and October 31, 2024, respectively. (4) For detail, including a reconciliation of Pro Forma Adjusted EBITDA to net income, the most directly comparable GAAP metric, see Appendix. ($ mm) 10/31/23 1/31/24 4/30/24 7/31/24 10/31/24 LTM LTM LTM LTM LTM Cash and cash equivalents $77 $88 $166 $53 $84 ABL Facility $81 $29 $270 $359 $449 First Lien Term Loan (1) (2) 494 493 491 490 489 Senior Notes (3) 346 346 347 347 347 Finance Lease Obligations 150 158 169 174 186 Installment Notes & Other 6 4 4 10 10 Total Debt $1,076 $1,031 $1,281 $1,380 $1,481 Total Net Debt $1,000 $942 $1,114 $1,327 $1,397 PF Adj. EBITDA (4) $647 $629 $642 $623 $604 Total Debt / PF Adj. EBITDA 1.7x 1.6x 2.0x 2.2x 2.5x Net Debt / PF Adj. EBITDA 1.5x 1.5x 1.7x 2.1x 2.3x

19 Net Income to Adjusted EBITDA Outlook Reconciliation Q3 FY25 Net Income $38 - $40 Interest expense, net 20.7 - 21.6 Provision for income taxes 10.8 - 11.2 Depreciation and amortization expense 35.2 - 36.7 Other Adjustments 8.0 Adjusted EBITDA $113 - $118 $ in millions

 

v3.24.3

Cover	Dec. 05, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 05, 2024
Entity File Number	001-37784
Entity Registrant Name	GMS INC.
Entity Central Index Key	0001600438
Entity Tax Identification Number	46-2931287
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	100 Crescent Centre Parkway
Entity Address, Address Line Two	Suite 800
Entity Address, City or Town	Tucker
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30084
City Area Code	800
Local Phone Number	392-4619
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	GMS
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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