Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________.

COMMISSION FILE NUMBER: 001-37784

______________________________________________________________

GMS INC.

(Exact name of registrant as specified in its charter)

______________________________________________________________


Delaware		46-2931287
(State or other jurisdiction of incorporation		(IRS Employer Identification No.)
or organization)

100 Crescent Centre Parkway, Suite 800
Tucker,	Georgia	30084
(Address of principal executive offices)		(ZIP Code)

(800) 392-4619

(Registrant’s telephone number, including area code)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

There were 39,817,664 shares of the registrant’s common stock, par value $0.01 per share, outstanding as of November 30, 2023.

FORM 10-Q

TABLE OF CONTENTS



		Page
Cautionary Note Regarding Forward-Looking Statements		3

PART I	Financial Information	5
Item 1	Financial Statements	5
	Condensed Consolidated Balance Sheets (Unaudited)	5
	Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited)	6
	Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)	7
	Condensed Consolidated Statements of Cash Flows (Unaudited)	8
	Notes to Condensed Consolidated Financial Statements (Unaudited)	9
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3	Quantitative and Qualitative Disclosures About Market Risk	40
Item 4	Controls and Procedures	40

PART II	Other Information	41
Item 1	Legal Proceedings	41
Item 1A	Risk Factors	41
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 3	Defaults Upon Senior Securities	42
Item 4	Mine Safety Disclosures	42
Item 5	Other Information	42
Item 6	Exhibits	43
Signatures		44

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). You can generally identify forward-looking statements by our use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “seek,” or “should,” or the negative thereof or other variations thereon or comparable terminology. Statements about our future financial performance, growth or future developments relating to economic conditions, our markets or the commercial and residential construction industries and statements about our expectations, beliefs, plans, strategies, objectives, prospects, assumptions or future events contained in this Quarterly Report on Form 10-Q are forward-looking statements.

We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe 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 our control. These and other important factors, including those discussed under the heading “Risk Factors” in Part 1, Item 1A of our Annual Report on Form 10-K for the fiscal year ended April 30, 2023, filed with the U.S. Securities and Exchange Commission (the “SEC”), may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Some of the factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include:

•general business, financial market and economic conditions, including inflation and deflation, rising interest rates, supply chain disruptions, labor shortages and labor costs, geopolitical conflicts, an economic downturn or recession and capital market volatility;

•our dependency upon the cyclical commercial and residential construction markets, both new and repair and remodeling, or R&R, including any impact from the slow-down in single-family construction, any decline in commercial construction or delay in the commercial activity recovery, including from disruptions caused by the inability of commercial borrowers to repay their debt obligations;

•competition in our highly fragmented industry and the markets in which we operate;

•consolidation in our industry;

•the fluctuations in prices and mix of the products we distribute and our ability to pass on price increases to our customers and effectively manage inventories and margins in both inflationary and deflationary pricing environments;

•our ability to successfully implement our growth strategy, including through identifying, successfully consummating and integrating acquisitions, opening new branches and expanding our product offerings;

•our ability to expand into new geographic markets;

•product shortages, other disruptions in our supply chain or distribution network and potential loss of relationships with key suppliers, including increased shipping costs and delays and heightened risks relating to sourcing products from international suppliers;

•our ability to manage operating costs and achieve cost reduction and productivity initiatives;

•the potential loss of any significant customers and the reduction of the quantity of products our customers purchase;

•our ability to renew leases for our facilities on acceptable terms or secure new facilities on acceptable terms;

•our ability to effectively manage our inventory as our sales volume or the prices of the products we distribute fluctuate;

•significant fluctuations in fuel costs or shortages in the supply of fuel;

•natural or man-made disruptions to our facilities;

•the risk of our Canadian operations, including currency rate fluctuations;

•our ability to continue to anticipate and address evolving consumer demands;

•exposure to product liability and various other claims and litigation, and the adequacy and costs of insurance related thereto;

•operating hazards that may cause personal injury or property damage;

•the impact of federal, state, provincial and local regulations, including potential changes in our effective tax rate;

•our inability to engage in activities that may be in our best long-term interests because of restrictions in our debt agreements;

•our current level of indebtedness and our potential to incur additional indebtedness;

•our ability to obtain additional financing on acceptable terms, if at all;

•the effects of widespread public health crises on our business, industry and results of operations;

•our ability to attract and retain key employees while controlling costs, including the impact of labor and trucking shortages;

•cybersecurity breach, including misappropriation of our customers’, employees’ or suppliers’ confidential information, and the potential costs related thereto;

•a disruption in our IT systems and costs necessary to maintain and update our IT systems; and

•the imposition of tariffs and other trade barriers, and the effect of any retaliatory trade measures.

Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements contained in this Quarterly Report on Form 10-Q are not guarantees of future performance, and actual results and events may differ materially from the forward-looking statements contained in this Quarterly Report on Form 10-Q.

Any forward-looking statement that we make in this Quarterly Report on Form 10-Q speaks only as of the date of such statement. Except as required by law, we do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise. You should review the factors and risks we describe in the reports we will file from time to time with the SEC after the date of the filing of this Quarterly Report on Form 10-Q.

PART I – Financial Information

Item 1. Financial Statements

GMS Inc.

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands, except per share data)


	October 31, 2023		April 30, 2023
Assets
Current assets:
Cash and cash equivalents	$	76,517	$	164,745
Trade accounts and notes receivable, net of allowances of $16,215 and $13,636, respectively	880,196		792,232
Inventories, net	559,449		575,495
Prepaid expenses and other current assets	31,270		17,051
Total current assets	1,547,432		1,549,523
Property and equipment, net of accumulated depreciation of $281,550 and $264,650, respectively	423,240		396,419
Operating lease right-of-use assets	190,141		189,351
Goodwill	720,273		700,813
Intangible assets, net	393,587		399,660
Deferred income taxes	21,908		19,839
Other assets	17,818		11,403
Total assets	$	3,314,399	$	3,267,008
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	367,405	$	377,003
Accrued compensation and employee benefits	83,483		119,887
Other accrued expenses and current liabilities	118,870		107,675
Current portion of long-term debt	47,766		54,035
Current portion of operating lease liabilities	48,788		47,681
Total current liabilities	666,312		706,281
Non-current liabilities:
Long-term debt	1,028,284		1,044,642
Long-term operating lease liabilities	142,577		141,786
Deferred income taxes, net	55,142		51,223
Other liabilities	46,199		48,319
Total liabilities	1,938,514		1,992,251
Commitments and contingencies
Stockholders' equity:
Common stock, par value $0.01 per share, 500,000 shares authorized; 40,055 and 40,971 shares issued and outstanding as of October 31, 2023 and April 30, 2023, respectively	401		410
Preferred stock, par value $0.01 per share, 50,000 shares authorized; 0 shares issued and outstanding as of October 31, 2023 and April 30, 2023	—		—
Additional paid-in capital	362,021		428,508
Retained earnings	1,048,755		880,968
Accumulated other comprehensive loss	(35,292)		(35,129)
Total stockholders' equity	1,375,885		1,274,757
Total liabilities and stockholders' equity	$	3,314,399	$	3,267,008

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

GMS Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited)

(in thousands, except per share data)


	Three Months Ended October 31,				Six Months Ended October 31,
	2023		2022		2023		2022
Net sales	$	1,420,930	$	1,430,979	$	2,830,530	$	2,790,532
Cost of sales (exclusive of depreciation and amortization shown separately below)	962,301		966,479		1,921,347		1,891,311
Gross profit	458,629		464,500		909,183		899,221
Operating expenses:
Selling, general and administrative	300,894		278,994		587,690		546,683
Depreciation and amortization	32,937		32,226		64,955		64,666
Total operating expenses	333,831		311,220		652,645		611,349
Operating income	124,798		153,280		256,538		287,872
Other (expense) income:
Interest expense	(18,742)		(16,055)		(37,656)		(30,716)
Write-off of debt discount and deferred financing fees	—		—		(1,401)		—
Other income, net	2,106		1,923		4,245		3,492
Total other expense, net	(16,636)		(14,132)		(34,812)		(27,224)
Income before taxes	108,162		139,148		221,726		260,648
Provision for income taxes	27,205		35,995		53,939		68,025
Net income	$	80,957	$	103,153	$	167,787	$	192,623
Weighted average common shares outstanding:
Basic	40,466		42,232		40,608		42,390
Diluted	41,088		42,887		41,282		43,102
Net income per common share:
Basic	$	2.00	$	2.44	$	4.13	$	4.54
Diluted	$	1.97	$	2.41	$	4.06	$	4.47
Comprehensive income
Net income	$	80,957	$	103,153	$	167,787	$	192,623
Foreign currency translation adjustments	(21,164)		(34,585)		(9,766)		(31,943)
Changes in other comprehensive income, net of tax	4,214		1,130		9,603		3,349
Comprehensive income	$	64,007	$	69,698	$	167,624	$	164,029

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

GMS Inc.

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)

(in thousands)


	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Stockholders' Equity
	Shares	Amount
Balances as of April 30, 2023	40,971	$	410	$	428,508	$	880,968	$	(35,129)	$	1,274,757
Net income	—	—		—		86,830		—		86,830
Foreign currency translation adjustments	—	—		—		—		11,398		11,398
Other comprehensive income, net of tax	—	—		—		—		5,389		5,389
Repurchase and retirement of common stock	(469)	(5)		(30,779)		—		—		(30,784)
Equity-based compensation	—	—		3,304		—		—		3,304
Exercise of stock options	46	—		1,248		—		—		1,248


Issuance of common stock pursuant to employee stock purchase plan	58	1		2,663		—		—		2,664
Balances as of July 31, 2023	40,606	406		404,944		967,798		(18,342)		1,354,806
Net income	—	—		—		80,957		—		80,957
Foreign currency translation adjustments	—	—		—		—		(21,164)		(21,164)
Other comprehensive income, net of tax	—	—		—		—		4,214		4,214
Repurchase and retirement of common stock	(689)	(6)		(44,566)		—		—		(44,572)
Equity-based compensation	—	—		5,111		—		—		5,111
Exercise of stock options	19	—		508		—		—		508
Vesting of restricted stock units	119	1		(1)		—		—		—
Tax withholding related to net share settlements of equity awards	—	—		(3,975)		—		—		(3,975)
Balances as of October 31, 2023	40,055	$	401	$	362,021	$	1,048,755	$	(35,292)	$	1,375,885


	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Stockholders' Equity
	Shares	Amount
Balances as of April 30, 2022	42,773	$	428	$	522,136	$	547,977	$	(6,043)	$	1,064,498
Net income	—	—		—		89,470		—		89,470
Foreign currency translation adjustments	—	—		—		—		2,642		2,642
Other comprehensive income, net of tax	—	—		—		—		2,219		2,219
Repurchase and retirement of common stock	(516)	(5)		(23,790)		—		—		(23,795)
Equity-based compensation	—	—		3,132		—		—		3,132
Exercise of stock options	1	—		29		—		—		29
Vesting of restricted stock units	7	—		—		—		—		—
Tax withholding related to net share settlements of equity awards	—	—		(300)		—		—		(300)
Issuance of common stock pursuant to employee stock purchase plan	33	—		1,329		—		—		1,329
Balances as of July 31, 2022	42,298	423		502,536		637,447		(1,182)		1,139,224
Net income	—	—		—		103,153		—		103,153
Foreign currency translation adjustments	—	—		—		—		(34,585)		(34,585)
Other comprehensive income, net of tax	—	—		—		—		1,130		1,130
Repurchase and retirement of common stock	(601)	(6)		(25,770)		—		—		(25,776)
Equity-based compensation	—	—		3,781		—		—		3,781
Exercise of stock options	53	—		672		—		—		672
Vesting of restricted stock units	101	1		(1)		—		—		—
Tax withholding related to net share settlements of equity awards	—	—		(3,660)		—		—		(3,660)
Balances as of October 31, 2022	41,851	$	418	$	477,558	$	740,600	$	(34,637)	$	1,183,939

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

GMS Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands)


	Six Months Ended October 31,
	2023		2022
Cash flows from operating activities:
Net income	$	167,787	$	192,623
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	64,955		64,666
Write-off and amortization of debt discount and debt issuance costs	2,726		802
Equity-based compensation	10,698		13,322
Gain on disposal of assets	(441)		(203)
Deferred income taxes	(5,085)		(2,925)
Other items, net	3,590		4,662
Changes in assets and liabilities net of effects of acquisitions:
Trade accounts and notes receivable	(89,384)		(133,445)
Inventories	20,267		(32,270)
Prepaid expenses and other assets	(19,578)		(4,913)
Accounts payable	(9,849)		3,821
Accrued compensation and employee benefits	(36,293)		(17,859)
Other accrued expenses and liabilities	15,354		14,580
Cash provided by operating activities	124,747		102,861
Cash flows from investing activities:
Purchases of property and equipment	(29,546)		(21,670)
Proceeds from sale of assets	1,701		896
Acquisition of businesses, net of cash acquired	(55,964)		(2,620)
Cash used in investing activities	(83,809)		(23,394)
Cash flows from financing activities:
Repayments on revolving credit facilities	(389,409)		(251,247)
Borrowings from revolving credit facilities	360,173		280,113
Payments of principal on long-term debt	—		(2,555)
Borrowings from term loan amendment	288,266		—
Repayments from term loan amendment	(287,768)		—
Payments of principal on finance lease obligations	(19,304)		(16,450)
Repurchases of common stock	(75,356)		(49,571)
Payment of acquisition holdback liability	—		(13,500)
Payment for debt issuance costs	(5,825)		—
Proceeds from exercises of stock options	1,756		701
Payments for taxes related to net share settlement of equity awards	(3,975)		(3,960)
Proceeds from issuance of stock pursuant to employee stock purchase plan	2,664		1,329
Cash used in financing activities	(128,778)		(55,140)
Effect of exchange rates on cash and cash equivalents	(388)		(2,042)
(Decrease) increase in cash and cash equivalents	(88,228)		22,285
Cash and cash equivalents, beginning of period	164,745		101,916
Cash and cash equivalents, end of period	$	76,517	$	124,201
Supplemental cash flow disclosures:
Cash paid for income taxes	$	69,224	$	60,792
Cash paid for interest	35,321		29,268

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

GMS Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

1. Business, Basis of Presentation and Summary of Significant Accounting Policies

Business

Founded in 1971, GMS Inc. (together with its consolidated subsidiaries, “we,” “our,” “us,” or the “Company”), through its operating subsidiaries, operates a network of more than 300 distribution centers with extensive product offerings of wallboard, ceilings, steel framing and complementary construction products. The Company also operates more than 100 tool sales, rental and service centers. Through these operations, the Company provides 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 the Company to generate significant economies of scale while maintaining high levels of customer service.

Basis of Presentation

The condensed consolidated financial statements included in this Quarterly Report on Form 10-Q have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) that permit reduced disclosure for interim periods. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all normal and recurring adjustments necessary for a fair presentation of the results of operations, financial position and cash flows. All adjustments are of a normal recurring nature unless otherwise disclosed. The results of operations for interim periods are not necessarily indicative of results for any other interim period or the entire fiscal year. The unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended April 30, 2023.

Principles of Consolidation

The condensed consolidated financial statements present the results of operations, financial position, stockholders’ equity and cash flows of the Company and its subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation. The results of operations of businesses acquired are included from their respective dates of acquisition.

Use of Estimates

The preparation of financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Foreign Currency Translation

Assets and liabilities of the Company’s Canadian subsidiaries are translated at the exchange rate prevailing at the balance sheet date, while income and expenses are translated at average rates for the period. Translation gains and losses are reported as a separate component of stockholders’ equity and other comprehensive income. Gains and losses on foreign currency transactions are recognized in the Condensed Consolidated Statements of Operations and Comprehensive Income within other income, net.

Insurance Liabilities

The Company is self-insured for certain losses related to medical claims. The Company has stop-loss coverage to limit the exposure arising from medical claims. In addition, the Company has deductible-based insurance policies for certain losses related to general liability, automobile and workers’ compensation. The expected ultimate cost for claims incurred as of the balance sheet date is not discounted and is recognized as a liability if probable and estimable. Insurance losses for claims filed and claims incurred but not reported are accrued based upon estimates of the aggregate liability for uninsured claims using historical loss development factors and actuarial assumptions followed in the insurance industry.

GMS Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

The following table presents the Company’s aggregate liabilities for medical self-insurance, general liability, automobile and workers’ compensation and the expected recoveries for medical self-insurance, general liability, automobile and workers’ compensation. Liabilities for medical self-insurance are included in other accrued expenses and current liabilities. Reserves for general liability, automobile and workers’ compensation are included in other accrued expenses and current liabilities and other liabilities in the Condensed Consolidated Balance Sheets. Expected recoveries for insurance liabilities are included in prepaid expenses and other current assets and other assets in the Condensed Consolidated Balance Sheets.


	October 31, 2023		April 30, 2023
	(in thousands)
Medical self‑insurance	$	2,235	$	4,275
General liability, automobile and workers’ compensation	21,967		20,502
Expected recoveries for insurance liabilities	(4,735)		(3,531)

Revenue Recognition

Revenue is recognized upon transfer of control of contracted goods to customers at an amount that reflects the consideration the Company expects to receive in exchange for those goods. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. The Company includes shipping and handling costs billed to customers in net sales. These costs are recognized as a component of selling, general and administrative expenses.

See Note 13, “Segments,” for information regarding disaggregation of revenue, including revenue by product and by geographic area.

Income Taxes

The Company considers each interim period an integral part of the annual period and measures tax expense (benefit) using an estimated annual effective income tax rate. Estimates of the annual effective income tax rate at the end of interim periods are, out of necessity, based on evaluation of possible future events and transactions and may be subject to subsequent refinement or revision. The Company forecasts its estimated annual effective income tax rate and then applies that rate to its year-to-date pre-tax ordinary income (loss), subject to certain loss limitation provisions. In addition, certain specific transactions are excluded from the Company’s estimated annual effective tax rate computation but are discretely recognized within income tax expense (benefit) in their respective interim period. Future changes in annual income (loss) projections, tax rate changes, or discrete tax items could result in significant adjustments to quarterly income tax expense (benefit) in future periods.

The Company evaluates its deferred tax assets quarterly to determine if valuation allowances are required. In this evaluation, the Company considers both positive and negative evidence in determining whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The primary negative evidence considered includes the cumulative operating losses generated in prior periods. The primary positive evidence considered includes the reversal of deferred tax liabilities related to depreciation and amortization that would occur within the same jurisdiction and during the carryforward period necessary to absorb the federal and state net operating losses and other deferred tax assets.

Deferred tax assets and liabilities are computed by applying the federal, provincial and state income tax rates in effect to the gross amounts of temporary differences and other tax attributes, such as net operating loss carry-forwards. In assessing if the deferred tax assets will be realized, the Company considers whether it is more likely than not that some or all of these deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which these deductible temporary differences reverse.

Earnings Per Share

Basic earnings per share is computed by dividing net income available to common stockholders by the weighted average number of outstanding shares of common stock for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock, including stock options and restricted stock units (collectively “Common Stock Equivalents”), were exercised or converted into common stock. The dilutive effect of outstanding stock options and restricted stock units is reflected in diluted earnings per share by application of the treasury stock method. In

GMS Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

applying the treasury stock method for stock-based compensation arrangements, the assumed proceeds are computed as the sum of the amount the employee must pay upon exercise and the amount of compensation cost attributed to future services and not yet recognized. Diluted earnings per share is computed by increasing the weighted-average number of outstanding shares of common stock computed in basic earnings per share to include the dilutive effect of Common Stock Equivalents for the period. In periods of net loss, the number of shares used to calculate diluted loss per share is the same as basic net loss per share.

2. Business Combinations

The Company accounts for business combinations by recognizing the assets acquired and liabilities assumed at the acquisition date fair value. In valuing certain acquired assets and liabilities, fair value estimates use Level 3 inputs, including future expected cash flows and discount rates. Goodwill is measured as the excess of consideration transferred over the fair values of the assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions to value assets acquired and liabilities assumed at the acquisition date, the Company’s estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments arising from new facts and circumstances are recorded to the Consolidated Statements of Operations and Comprehensive Income. The results of operations of acquisitions are reflected in the Company’s Consolidated Financial Statements from the date of acquisition.

On May 1, 2023, the Company acquired Jawl Lumber Corporation ("Jawl"), which provides service to the Vancouver Island market in Canada under the Home Lumber and Building Supplies ("Home Lumber") brand name. Home Lumber is a leading supplier of lumber, engineered wood, doors, framing packages and siding as well as other key complementary building materials. Home Lumber operates from a single location in Victoria, Canada. The primary purpose of the transaction was to expand the geographical coverage of the Company and grow the business. The impact of this acquisition is not material to the Company’s Consolidated Financial Statements.

On October 1, 2023, the Company acquired AMW Construction Supply, LLC ("AMW"), a tools and fasteners and other complementary products distributor servicing the Phoenix, Arizona metro area. AMW operates from a single location in Phoenix, Arizona. The primary purpose of the transaction was to expand the Company's complementary product offerings and grow the business. The impact of this acquisition is not material to the Company’s Consolidated Financial Statements.

The assets acquired and liabilities assumed were recognized at their acquisition date fair values. The acquisition accounting is subject to change as the Company obtains additional information during the measurement period about the facts and circumstances that existed as of the acquisition date. The primary areas of the preliminary acquisition accounting that are not yet finalized relate to preliminary fair value estimates, working capital adjustments and residual goodwill.

The following table summarizes the preliminary acquisition accounting for the Company's fiscal 2024 acquisitions based on currently available information:


	Preliminary Acquisition Accounting		Adjustments		Preliminary Acquisition Accounting
	(in thousands)
Cash	$	3,027	$	—	$	3,027
Trade accounts and notes receivable	4,602		(42)		4,560
Inventories	8,181		—		8,181
Other assets	2,945		—		2,945
Customer relationships	27,554		(4,353)		23,201
Tradenames	6,064		(664)		5,400
Goodwill	17,443		3,353		20,796
Accounts payable and other liabilities	(3,622)		24		(3,598)
Deferred income taxes	(6,586)		1,181		(5,405)
Fair value of consideration transferred	$	59,608	$	(501)	$	59,107

GMS Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

Goodwill recognized is attributable to synergies achieved through the streamlining of operations combined with improved margins attainable through increased market presence and is attributable to the Company's geographic divisions reportable segment. Goodwill of $17.0 million is not expected to be deductible for U.S. federal income tax purposes and goodwill of $3.8 million is expected to be deductible for U.S. federal income tax purposes. The estimated useful life for the customer relationships is 10 years and the estimated useful life for the tradenames is 15 years.

3. Accounts Receivable

The Company’s trade accounts and notes receivable consisted of the following:


	October 31, 2023		April 30, 2023
	(in thousands)
Trade receivables	$	743,210	$	713,372
Other receivables	153,201		92,496
Allowance for expected credit losses	(9,631)		(8,606)
Other allowances	(6,584)		(5,030)
Trade accounts and notes receivable	$	880,196	$	792,232

The following table presents the change in the allowance for expected credit losses during the six months ended October 31, 2023:


	(in thousands)
Balance as of April 30, 2023	$	8,606
Provision	787
Other, net	238
Balance as of October 31, 2023	$	9,631

Receivables from contracts with customers, net of allowances, were $727.0 million and $699.7 million as of October 31, 2023 and April 30, 2023, respectively. The Company did not have material amounts of contract assets or liabilities as of October 31, 2023 or April 30, 2023.

4. Goodwill and Intangible Assets

Goodwill

The following table presents changes in the carrying amount of goodwill:


	Gross		Accumulated		Net
	Carrying Amount		Impairment Loss		Carrying Amount
	(in thousands)
Balance as of April 30, 2023	$	765,314	$	(64,501)	$	700,813
Goodwill recognized from acquisitions	20,796		—		20,796
Acquisition accounting adjustments from prior period	1,659		—		1,659
Translation adjustment	(4,027)		1,032		(2,995)
Balance as of October 31, 2023	$	783,742	$	(63,469)	$	720,273

As of October 31, 2023, $612.5 million of goodwill was assigned to the Company's geographic divisions reportable segment and $107.8 million was assigned to the Company's other segment. During the six months ended October 31, 2023, the Company recorded measurement period adjustments related to its Engler, Meier and Justus, Inc. acquisition.

GMS Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

Intangible Assets

The following tables present the components of the Company’s intangible assets:


	Estimated Useful Lives (years)	Weighted Average Amortization Period	October 31, 2023
			Gross Carrying Amount		Accumulated Amortization		Net Carrying Value
	(dollars in thousands)
Customer relationships	5-16	12.3	$	686,338	$	(456,573)	$	229,765
Definite-lived tradenames	5-20	15.6	104,908		(28,607)		76,301
Vendor agreements	8-10	10.0	1,000		(625)		375
Developed technology	5-10	6.9	8,147		(5,639)		2,508
Other	3-5	3.2	1,551		(1,280)		271
Definite-lived intangible assets		12.7	$	801,944	$	(492,724)	$	309,220
Indefinite-lived intangible assets							84,367
Total intangible assets, net							$	393,587


	Estimated Useful Lives (years)	Weighted Average Amortization Period	April 30, 2023
			Gross Carrying Amount		Accumulated Amortization		Net Carrying Value
	(dollars in thousands)
Customer relationships	5-16	12.4	$	669,142	$	(432,220)	$	236,922
Definite-lived tradenames	5-20	15.6	100,326		(25,407)		74,919
Vendor agreements	8-10	10.0	1,000		(575)		425
Developed technology	5-10	6.9	8,261		(5,596)		2,665
Other	3-5	3.2	1,551		(1,189)		362
Definite-lived intangible assets		12.8	$	780,280	$	(464,987)	$	315,293
Indefinite-lived intangible assets							84,367
Total intangible assets, net							$	399,660

Amortization expense related to definite-lived intangible assets was $16.0 million and $17.2 million for the three months ended October 31, 2023 and 2022, respectively, and $31.7 million and $34.6 million for the six months ended October 31, 2023 and 2022, respectively.

The following table summarizes the estimated future amortization expense for definite-lived intangible assets. Actual amortization expense to be reported in future periods could differ materially from these estimates as a result of acquisitions, changes in useful lives, foreign currency exchange rate fluctuations and other relevant factors.


Year Ending April 30,	(in thousands)
2024 (remaining six months)	$	29,694
2025	52,991
2026	44,807
2027	38,624
2028	32,066
Thereafter	111,038
Total	$	309,220

The Company’s indefinite-lived intangible assets as of October 31, 2023 and April 30, 2023 consisted of indefinite-lived tradenames.

GMS Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

5. Long-Term Debt

The Company’s long-term debt consisted of the following:


	October 31, 2023		April 30, 2023
	(in thousands)
Term Loan Facility	$	500,000	$	499,503
Unamortized discount and deferred financing costs on Term Loan Facility	(6,359)		(2,442)
Senior Notes	350,000		350,000
Unamortized discount and deferred financing costs on Senior Notes	(3,768)		(4,113)
ABL Facility	80,800		110,000
Finance lease obligations	149,704		137,303
Installment notes at fixed rates up to 5.0%, due in monthly and annual installments through 2028	5,708		8,529
Unamortized discount on installment notes	(35)		(103)
Carrying value of debt	1,076,050		1,098,677
Less current portion	47,766		54,035
Long-term debt	$	1,028,284	$	1,044,642

Term Loan Facility

The Company has a $500.0 million senior secured first lien term loan facility (the “Term Loan Facility”). The Company is required to make scheduled quarterly payments of $1.3 million, or 0.25% of the aggregate principal amount of the Term Loan Facility, beginning January 1, 2024 with the remaining balance due May 12, 2030. The Term Loan Facility bears interest at a floating rate per annum based on the Secured Overnight Financing Rate ("SOFR") plus 3.00%. As of October 31, 2023, the applicable rate of interest was 8.32%. The Company has interest rate swap and collar agreements to convert the variable interest rate on a portion of its Term Loan Facility to a fixed rate. For more information, see Note 11, "Fair Value Measurements."

On May 12, 2023, the Company amended the Term Loan Facility to provide refinancing term loans in the aggregate principal amount of $500.0 million, the net proceeds of which were used, together with cash on hand, to refinance the then outstanding borrowings under the Term Loan Facility in the principal amount of $499.5 million and pay related fees. The net $0.5 million increase in aggregate principal amount consisted of a $211.7 million cashless roll by existing lenders, $288.3 million of proceeds received from new lenders and $287.8 million of payments to lenders who did not participate in the refinancing. During the six months ended October 31, 2023, the Company corrected the presentation of the cash flows associated with the refinancing from a net presentation as shown in the cash flow statement for the three-month period ended July 31, 2023 to a presentation reporting the gross cash inflows and outflows within financing activities in the Condensed Consolidated Statement of Cash Flows. There was no impact to any of the cash flow subtotals (operating, investing, or financing) as a result of this correction of an immaterial cash flow misstatement. The amendment also amended the Term Loan Facility to, among other things, (i) replace the administrative and collateral agent, (ii) extend the maturity date by seven years from the date of the amendment to May 12, 2030 and (iii) modify certain thresholds, baskets and amounts referenced therein. The Company recorded a write-off of debt discount and deferred financing fees of $1.4 million, which is included in write-off of debt discount and deferred financing fees in the Consolidated Statement of Operations and Comprehensive Income for the six months ended October 31, 2023.

Senior Notes

The Company has senior unsecured notes due May 2029 (the "Senior Notes") in the aggregate principal amount of $350.0 million. The Senior Notes bear interest at 4.625% per annum and mature on May 1, 2029. Interest is payable semi-annually in arrears on May 1 and November 1.

GMS Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

Asset Based Lending Facility

The Company has an asset based revolving credit facility (the “ABL Facility”) that provides for aggregate revolving commitments of $950.0 million as of October 31, 2023. Extensions of credit under the ABL Facility are limited by a borrowing base calculated periodically based on specified percentages of the value of eligible inventory and accounts receivable, subject to certain reserves and other adjustments.

As of October 31, 2023, at the Company’s option, the interest rates applicable to the loans under the ABL Facility were based on SOFR or base rate plus, in each case, an applicable margin. The margins applicable for each elected interest rate are subject to a pricing grid, as defined in the ABL Facility agreement, based on average daily availability for the most recent fiscal quarter. The ABL Facility also contains an unused commitment fee. As of October 31, 2023, the weighted average interest rate on borrowings was 6.74%.

As of October 31, 2023, the Company had available borrowing capacity of approximately $823.7 million under the ABL Facility. The ABL Facility matures on December 22, 2027. The ABL Facility contains a cross default provision with the Term Loan Facility.

Debt Covenants

The Term Loan Facility and the indenture governing the Senior Notes contain a number of covenants that limit our ability and the ability of our restricted subsidiaries, as described in the respective credit agreement and the indenture, to incur more indebtedness; pay dividends, redeem or repurchase stock or make other distributions; make investments; create restrictions on the ability of our restricted subsidiaries to pay dividends to us or make other intercompany transfers; create liens securing indebtedness; transfer or sell assets; merge or consolidate; enter into certain transactions with our affiliates; and prepay or amend the terms of certain indebtedness. Such covenants are subject to several important exceptions and qualifications set forth in the Term Loan Facility and the indenture governing the Senior Notes. As of October 31, 2023, the Company was in compliance with all covenants contained in the Term Loan Facility and the indenture governing the Senior Notes.

The ABL Facility contains certain covenants, including financial and other reporting requirements. The Company was in compliance with all such covenants as of October 31, 2023.

Debt Maturities

As of October 31, 2023, the maturities of long-term debt were as follows:


	Term Loan Facility		Senior Notes		ABL Facility		Finance Leases		Installment Notes		Total
Year Ending April 30,	(in thousands)
2024 (remaining six months)	$	2,500	$	—	$	—	$	21,369	$	1,495	$	25,364
2025	5,000		—		—		38,217		1,615		44,832
2026	5,000		—		—		32,280		714		37,994
2027	5,000		—		—		26,609		694		32,303
2028	5,000		—		80,800		19,794		620		106,214
Thereafter	477,500		350,000		—		11,435		570		839,505
	$	500,000	$	350,000	$	80,800	$	149,704	$	5,708	$	1,086,212

GMS Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

6. Leases

The components of lease expense were as follows:


	Three Months Ended October 31,				Six Months Ended October 31,
	2023		2022		2023		2022
	(in thousands)
Finance lease cost:
Amortization of right-of-use assets	$	7,114	$	5,979	$	13,878	$	11,797
Interest on lease liabilities	1,897		1,739		3,754		3,561
Operating lease cost	16,033		13,008		31,749		25,979
Variable lease cost	4,769		5,677		8,439		11,580
Total lease cost	$	29,813	$	26,403	$	57,820	$	52,917

Supplemental cash flow information related to leases was as follows:


	Six Months Ended October 31,
	2023		2022
	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	30,926	$	29,905
Operating cash flows from finance leases	3,754		3,561
Financing cash flows from finance leases	19,304		16,450
Right-of-use assets obtained in exchange for lease obligations
Operating leases	23,904		19,268
Finance leases	35,336		26,638

Other information related to leases was as follows:


	October 31, 2023			April 30, 2023
	(in thousands)
Finance leases included in property and equipment
Property and equipment	$	252,450		$	231,488
Accumulated depreciation	(66,825)			(65,274)
Property and equipment, net	$	185,625		$	166,214
Weighted-average remaining lease term (years)
Operating leases	5.1			5.2
Finance leases	4.1			3.9
Weighted-average discount rate
Operating leases	5.4		%	5.0		%
Finance leases	5.5		%	4.9		%

GMS Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

Future minimum lease payments under non-cancellable leases as of October 31, 2023 were as follows:


	Finance		Operating
Year Ending April 30,	(in thousands)
2024 (remaining six months)	$	25,070	$	28,282
2025	44,125		55,011
2026	36,458		41,683
2027	29,290		30,118
2028	21,172		21,279
Thereafter	11,469		43,996
Total lease payments	167,584		220,369
Less imputed interest	17,880		29,004
Total	$	149,704	$	191,365

7. Income Taxes

General. The Company’s effective income tax rate on continuing operations was 24.3% and 26.1% for the six months ended October 31, 2023 and 2022, respectively. The difference in the effective income tax rate over the U.S. federal statutory rate of 21.0% for the six months ended October 31, 2023 and 2022 was primarily due to the impact of foreign taxes, state taxes and equity compensation.

Valuation allowance. The Company had a valuation allowance of $11.4 million and $11.7 million against its deferred tax assets related to certain U.S. tax jurisdictions as of October 31, 2023 and April 30, 2023, respectively. To the extent the Company generates sufficient taxable income in the future to utilize the tax benefits of the net deferred tax assets on which a valuation allowance is recorded, the effective tax rate may decrease as the valuation allowance is reversed.

Uncertain tax positions. The Company had no uncertain tax positions as of October 31, 2023 or April 30, 2023.

8. Stockholders’ Equity

Share Repurchases

On October 18, 2023, the Company's Board of Directors approved an expanded share repurchase program under which the Company is authorized to repurchase up to $250.0 million of its outstanding common stock. This expanded program replaced the Company’s previous share repurchase authorization of $200.0 million. The Company may conduct repurchases under the share repurchase program through open market transactions, under trading plans in accordance with SEC Rule 10b5-1 and/or in privately negotiated transactions, in each case in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The timing and amount of any purchases of the Company's common stock are subject to a variety of factors, including, but not limited to, the Company’s liquidity, credit availability, general business and market conditions, debt covenants and the availability of alternative investment opportunities. The share repurchase program does not obligate the Company to acquire any amount of common stock, and it may be suspended or terminated at any time at the Company’s discretion. As of October 31, 2023, the Company had $241.3 million of remaining repurchase authorization under its stock repurchase program.

Beginning January 1, 2023, share repurchases in excess of issuances are subject to a 1% excise tax. The Company includes the applicable excise tax as part of the cost basis of the shares acquired and records the taxes as a corresponding liability in accrued expenses and other liabilities in the Consolidated Balance Sheet.

GMS Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

The following table presents share repurchase activity for the six months ended October 31, 2023:


	Six Months Ended October 31,
	2023		2022
	(in thousands)
Amount repurchased pursuant to repurchase program	$	74,768	$	49,571
Excise taxes on repurchases	588		—
Repurchases of common stock	$	75,356	$	49,571

Number of shares repurchased	1,158		1,117

Accumulated Other Comprehensive Loss

The following table sets forth the changes to accumulated other comprehensive loss, net of tax, by component for the six months ended October 31, 2023:


	Foreign Currency Translation		Derivative Financial Instruments		Accumulated Other Comprehensive Loss
	(in thousands)
Balance as of April 30, 2023	$	(35,129)	$	—	$	(35,129)
Other comprehensive income (loss) before reclassification	(5,224)		10,861		5,637
Losses on intra-entity transactions that are of a long-term investment nature	(4,542)		—		(4,542)
Reclassification to earnings from accumulated other comprehensive loss	—		(1,258)		(1,258)
Balance as of October 31, 2023	$	(44,895)	$	9,603	$	(35,292)

Other comprehensive income before reclassification on derivative instruments for the six months ended October 31, 2023 is net of $2.7 million of tax. Reclassification to earnings from accumulated other comprehensive loss for the six months ended October 31, 2023 is net of tax of $0.4 million. Losses on intra-entity transactions that are of a long-term investment nature for the six months ended October 31, 2023 are net of tax of $1.5 million.

9. Equity-Based Compensation

General

Equity-based compensation expense related to stock options and restricted stock units was $7.7 million and $6.5 million during the six months ended October 31, 2023 and 2022, respectively, and is included in selling, general and administrative expenses in the Condensed Consolidated Statements of Operations and Comprehensive Income.

GMS Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

Stock Option Awards

The following table presents stock option activity for the six months ended October 31, 2023:


	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)	Aggregate Intrinsic Value
	(shares and dollars in thousands)
Outstanding as of April 30, 2023	1,106	$	32.60	6.5	$	28,155
Options granted	150	74.80
Options exercised	(65)	27.26
Options forfeited	(9)	44.03
Outstanding as of October 31, 2023	1,182	$	38.18	6.6	$	26,476
Exercisable as of October 31, 2023	842	$	28.43	5.6	$	25,314
Vested and Expected to vest as of October 31, 2023	1,182	$	38.17	6.6	$	26,473

The aggregate intrinsic value represents the excess of the Company’s closing stock price on the last trading day of the period over the weighted average exercise price, multiplied by the number of options outstanding, exercisable or expected to vest. Options expected to vest are unvested shares, net of expected forfeitures. The total intrinsic value of options exercised during the six months ended October 31, 2023 and 2022 was $2.7 million and $2.6 million, respectively. As of October 31, 2023, there was $7.8 million of total unrecognized compensation cost related to stock options. That cost is expected to be recognized over a weighted-average period of 2.0 years.

The fair value of stock options granted during the six months ended October 31, 2023 and 2022 was estimated using the Black-Scholes option-pricing model with the following assumptions and resulting weighted average grant date fair value:


	Six Months Ended October 31,
	2023			2022
Volatility	38.70		%	45.80		%
Expected life (years)	6.0			6.0
Risk-free interest rate	4.29		%	2.67		%
Dividend yield	—		%	—		%
Grant date fair value	$	33.34		$	25.26

Restricted Stock Units

The following table presents restricted stock unit activity for the six months ended October 31, 2023:


	Number of Restricted Stock Units	Weighted Average Grant Date Fair Value
	(shares in thousands)
Outstanding as of April 30, 2023	353	$	46.97
Granted	140	74.80
Vested	(172)	44.37
Forfeited	(4)	50.35
Outstanding as of October 31, 2023	317	$	60.67

The total fair value of awards vested during the six months ended October 31, 2023 and 2022 was $12.9 million and $8.7 million, respectively. As of October 31, 2023, there was $11.3 million of total unrecognized compensation cost related to nonvested restricted stock units. That cost is expected to be recognized over a weighted-average period of 1.8 years.

GMS Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

Employee Stock Purchase Plan

The Company has an employee stock purchase plan (“ESPP”), the terms of which allow for qualified employees to participate in the purchase of shares of the Company’s common stock at a price equal to 90% of the lower of the closing price at the beginning or end of the purchase period, which is a six-month period ending on December 31 and June 30 of each year. The Company recognized $0.7 million and $0.4 million of stock-based compensation expense related to the ESPP during the six months ended October 31, 2023 and 2022, respectively.

The following table presents the number of shares of the Company’s common stock purchased under the ESPP and average price per share:


	Six Months Ended October 31,
	2023		2022
	(shares in thousands)
Number of shares purchased under the ESPP	58		33
Average purchase price	$	45.90	$	40.05

10. Stock Appreciation Rights, Deferred Compensation and Redeemable Noncontrolling Interests

The following table presents a summary of changes to the liabilities for stock appreciation rights, deferred compensation and redeemable noncontrolling interests:


	Stock Appreciation Rights		Deferred Compensation		Redeemable Noncontrolling Interests
	(in thousands)
Balance as of April 30, 2023	$	32,432	$	2,407	$	12,002
Amounts redeemed	(1,810)		(586)		(2,931)
Change in fair value	1,619		105		559
Balance as of October 31, 2023	$	32,241	$	1,926	$	9,630

Classified as current as of April 30, 2023	$	7,446	$	545	$	2,726
Classified as long-term as of April 30, 2023	24,986		1,862		9,276

Classified as current as of October 31, 2023	$	7,671	$	—	$	—
Classified as long-term as of October 31, 2023	24,570		1,926		9,630

Total expense related to these instruments was $2.3 million and $6.4 million during the six months ended October 31, 2023 and 2022, respectively, and was included in selling, general and administrative expenses in the Condensed Consolidated Statements of Operations and Comprehensive Income. Current and long-term liabilities for stock appreciation rights, deferred compensation and redeemable noncontrolling interests are included in other accrued expenses and liabilities and other liabilities, respectively, in the Condensed Consolidated Balance Sheets. See Note 13, "Stock Appreciation Rights, Deferred Compensation and Redeemable Noncontrolling Interests," in the Company's Annual Report on Form 10-K for the year ended April 30, 2023 for more information regarding stock appreciation rights, deferred compensation and redeemable noncontrolling interests.

GMS Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

11. Fair Value Measurements

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents the estimated carrying amount and fair value of the Company’s assets and liabilities measured at fair value on a recurring basis:


	October 31, 2023		April 30, 2023
	(in thousands)
Interest rate swaps and collars (Level 2)	$	12,719	$	—

In connection with the amendment to the Term Loan Facility in May 2023, the Company entered into (a) interest rate swap agreements for two years with notional amounts totaling $300.0 million to convert the variable interest rate on a portion of the term loans outstanding to a fixed 1-month SOFR interest rate of 3.899% and (b) forward interest rate collars with notional amounts totaling $300.0 million for years 2025 through 2029. The objective of such hedging instruments is to reduce the variability of interest payment cash flows associated with the variable interest rates under the Term Loan Facility and otherwise hedge exposure to future interest rate fluctuations. The Company believes there have been no material changes in the creditworthiness of the counterparties to these interest rate swaps and believes the risk of nonperformance by each party is minimal. The Company designated the interest rate swaps and collars as cash flow hedges.

As of October 31, 2023, $4.0 million of the interest rate swap assets were classified in prepaid expenses and other current assets in the Condensed Consolidated Balance Sheet and $8.7 million were classified in other assets. The Company recognized gains, net of tax, of $0.8 million and $1.2 million during the three and six months ended October 31, 2023, respectively, related to its interest rate swaps. This amount is included in interest expense in the Condensed Consolidated Statements of Operations and Comprehensive Income and within cash flows from operating activities within the Condensed Consolidated Statements of Cash Flows. As of October 31, 2023, the Company expects that approximately $4.0 million of pre-tax earnings will be reclassified from accumulated other comprehensive income (loss) into earnings during the next twelve months.

The fair value of interest rate swap and collar agreements is determined using Level 2 inputs. Generally, the Company obtains the Level 2 inputs from its counterparties. Substantially all the inputs throughout the full term of the instruments can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. The fair value of the Company’s interest rate swap and collar agreements was determined using widely accepted valuation techniques, including a discounted cash flow analysis on the expected cash flows of the derivative. This analysis reflected the contractual terms of the derivatives, including the period to maturity, and used observable market-based inputs, including interest rate curves and implied volatilities.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Disclosures are required for certain assets and liabilities that are measured at fair value on a nonrecurring basis in periods after initial recognition. Such measurements of fair value relate primarily to assets and liabilities measured at fair value in connection with business combinations and long-lived asset impairments. For more information on business combinations, see Note 2, “Business Combinations.” There were no material long-lived asset impairments during the six months ended October 31, 2023 or 2022.

GMS Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

Fair Value of Debt

The estimated fair value of the Company’s Senior Notes was determined based on Level 2 input using observable market prices in less active markets. The carrying amounts of the Company’s Term Loan Facility and ABL Facility approximate their fair value as the interest rates are variable and reflective of market rates. The following table presents the carrying amount and fair value of the Company’s Senior Notes:


	October 31, 2023				April 30, 2023
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(in thousands)
Senior Notes	$	350,000	$	287,000	$	350,000	$	308,000

12. Commitments and Contingencies

The Company is a defendant in various lawsuits and administrative actions associated with personal injuries, property damage, environmental matters, product liability claims, claims of former employees and other events arising in the normal course of business. As discussed in Note 1 “—Insurance Liabilities”, the Company records liabilities for these claims, and assets for amounts recoverable from the insurer, for claims covered by insurance.

GMS Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

13. Segments

There have been no changes to the Company's reportable segments during the six months ended October 31, 2023. For more information regarding the Company's reportable segments, see Note 16, "Segments," in the Company's Annual Report on Form 10-K for the year ended April 30, 2023.

Segment Results

The following tables present segment results:


	Three Months Ended October 31, 2023
	Net Sales		Gross Profit		Depreciation and Amortization		Adjusted EBITDA
	(in thousands)
Geographic divisions	$	1,389,073	$	441,166	$	29,004	$	162,306
Other	31,857		17,463		3,849		5,252
Corporate	—		—		84		—
	$	1,420,930	$	458,629	$	32,937	$	167,558


	Three Months Ended October 31, 2022
	Net Sales		Gross Profit		Depreciation and Amortization		Adjusted EBITDA
	(in thousands)
Geographic divisions	$	1,398,540	$	443,868	$	27,750	$	185,807
Other	32,439		20,632		4,352		9,706
Corporate	—		—		124		—
	$	1,430,979	$	464,500	$	32,226	$	195,513


	Six Months Ended October 31, 2023
	Net Sales		Gross Profit		Depreciation and Amortization		Adjusted EBITDA
	(in thousands)
Geographic divisions	$	2,768,034	$	873,880	$	57,110	$	329,591
Other	62,496		35,303		7,673		11,265
Corporate	—		—		172		—
	$	2,830,530	$	909,183	$	64,955	$	340,856


	Six Months Ended October 31, 2022
	Net Sales		Gross Profit		Depreciation and Amortization		Adjusted EBITDA
	(in thousands)
Geographic divisions	$	2,726,988	$	860,006	$	55,728	$	353,176
Other	63,544		39,215		8,687		17,351
Corporate	—		—		251		—
	$	2,790,532	$	899,221	$	64,666	$	370,527

GMS Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

The following table presents a reconciliation of Adjusted EBITDA to net income:


	Three Months Ended October 31,				Six Months Ended October 31,
	2023		2022		2023		2022
	(in thousands)
Net income	$	80,957	$	103,153	$	167,787	$	192,623
Interest expense	18,742		16,055		37,656		30,716
Write-off of debt discount and deferred financing fees	—		—		1,401		—
Interest income	(292)		(154)		(766)		(210)
Provision for income taxes	27,205		35,995		53,939		68,025
Depreciation expense	16,963		15,058		33,290		30,051
Amortization expense	15,974		17,168		31,665		34,615
Stock appreciation rights(a)	401		3,230		1,619		5,574
Redeemable noncontrolling interests and deferred compensation(b)	184		340		664		835
Equity-based compensation(c)	5,111		3,781		8,415		6,913
Severance and other permitted costs(d)	882		379		1,288		731
Transaction costs (acquisitions and other)(e)	1,223		292		2,608		678
(Gain) loss on disposal of assets(f)	(310)		81		(441)		(203)
Effects of fair value adjustments to inventory(g)	140		135		442		179
Debt transaction costs(h)	378		—		1,289		—
Adjusted EBITDA	$	167,558	$	195,513	$	340,856	$	370,527

__________________________________________

(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 certain other cost adjustments as permitted 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.

GMS Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

Revenues by Product

The following table presents the Company’s net sales to external customers by main product lines:


	Three Months Ended October 31,				Six Months Ended October 31,
	2023		2022		2023		2022
	(in thousands)
Wallboard	$	585,174	$	584,557	$	1,156,599	$	1,106,111
Complementary products	428,319		408,669		854,529		804,497
Steel framing	232,108		278,152		468,868		553,048
Ceilings	175,329		159,601		350,534		326,876
Total net sales	$	1,420,930	$	1,430,979	$	2,830,530	$	2,790,532

Geographic Information

The following table presents the Company’s net sales by major geographic area:


	Three Months Ended October 31,				Six Months Ended October 31,
	2023		2022		2023		2022
	(in thousands)
United States	$	1,238,855	$	1,252,324	$	2,457,286	$	2,440,195
Canada	182,075		178,655		373,244		350,337
Total net sales	$	1,420,930	$	1,430,979	$	2,830,530	$	2,790,532

The following table presents the Company’s property and equipment, net, by major geographic area:


	October 31, 2023		April 30, 2023
	(in thousands)
United States	$	379,671	$	354,652
Canada	43,569		41,767
Total property and equipment, net	$	423,240	$	396,419

14. Earnings Per Common Share

The following table sets forth the computation of basic and diluted earnings per share of common stock:


	Three Months Ended October 31,				Six Months Ended October 31,
	2023		2022		2023		2022
	(in thousands, except per share data)
Net income	$	80,957	$	103,153	$	167,787	$	192,623
Basic earnings per common share:
Basic weighted average common shares outstanding	40,466		42,232		40,608		42,390
Basic earnings per common share	$	2.00	$	2.44	$	4.13	$	4.54
Diluted earnings per common share:
Basic weighted average common shares outstanding	40,466		42,232		40,608		42,390
Add: Common Stock Equivalents	622		655		674		712
Diluted weighted average common shares outstanding	41,088		42,887		41,282		43,102
Diluted earnings per common share	$	1.97	$	2.41	$	4.06	$	4.47

GMS Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

During the three and six months ended October 31, 2023 and 2022, the number of Common Stock Equivalents excluded from the calculation of diluted earnings per share because their effect would have been anti-dilutive was not material. Anti-dilutive securities could be dilutive in future periods.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following information should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q. The following discussion may contain forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include those factors discussed below and elsewhere in this Quarterly Report on Form 10-Q, particularly in “Cautionary Note Regarding Forward-Looking Statements,” and discussed in the section entitled “Risk Factors” included in our Annual Report on Form 10-K for the year ended April 30, 2023.

Overview

Founded in 1971, GMS Inc. (“we,” “our,” “us,” or the “Company”), through its operating subsidiaries, operates a network of more than 300 distribution centers with extensive product offerings of wallboard, ceilings, steel framing and complementary construction products. We also operate more than 100 tool sales, rental and service centers. Through these operations, we provide a comprehensive selection of building products and solutions for our residential and commercial contractor customer base across the United States and Canada. Our unique operating model combines the benefits of a national platform and strategy with a local go-to-market focus, enabling us to generate significant economies of scale while maintaining high levels of customer service.

Market Conditions and Outlook

We believe the Company continues to be well-positioned to meet demand in our end markets and respond to fluctuations thereof due to our broad mix of customers, including commercial, single-family and multi-family builders and contractors, our diverse product offerings and our robust geographic scope.

Commercial

Demand for commercial projects in most of the sectors we serve has been improving, resulting in six consecutive quarters of U.S. commercial wallboard volume growth and a recent uptick in demand for ceilings and steel framing. Specifically, construction to support medical, hospitality and governmental projects has been rebounding, particularly where commercial development has followed residential expansion, while larger office projects, both new and for repair and remodeling (“R&R”) remain tempered, particularly in more mature urban markets.

As with residential contractors, both we and commercial contractors face inflationary pressures and availability constraints for fuel, labor, certain building products and other miscellaneous expenses.

Residential – Single-Family

Following a period of strong levels of new single-family home purchases resulting from favorable demographics and low interest rates, single-family starts began to pull back in the summer of 2022 amid rising interest rates coupled with broader macroeconomic and other affordability concerns. As a result, a slowdown in demand for single-family construction products eventually followed, and we began to see its impacts in our results during the latter half of fiscal 2023 for most of our geographic regions. While we expect continued near-term year-over-year declines in single-family volumes as we face challenging prior year comparisons, we are seeing sequential improvements in single-family demand and we expect the extent of the year-over-year declines to improve over the coming quarters as our current run rates and permit and starts data continue to provide encouraging signs for recovery in the single-family end market.

Residential – Multi-Family

Given the fundamental need for additional residential housing units, coupled with affordability concerns for prospective homebuyers and a lack of existing homes for sale, multi-family construction activity has seen recent strength and the backlog of projects, as completions have lagged starts, is expected to drive continued growth in this end market for GMS through the end of fiscal 2024.

More broadly, the solid underlying demand fundamentals of the housing market, including favorable demographics and low levels of supply of new homes, are expected to provide support for the residential markets in the longer term.

Business Strategy

The key elements of our business strategy are as follows:

•Expand Core Products. Our business strategy includes an emphasis on expanding our market share in our core products (wallboard, ceilings and steel framing) both organically and through acquisitions.

•Grow Complementary Products. We are focused on growing our complementary product lines, with a particular emphasis on achieving growth in tools and fasteners, insulation and EIFS and stucco, to better serve our customers, and to diversify and expand our product offerings while driving higher sales and margins.

•Expand our Platform. Our growth strategy includes the pursuit of both greenfield openings and strategic acquisitions to further broaden our geographic markets, enhance our service levels and expand our product offerings.

◦Greenfield openings. Our strategy for opening new branches is generally to further penetrate existing markets or markets adjacent to our operations. For adjacent markets, typically, we have pre-existing customer relationships in these markets but need a new location to fully capitalize on those relationships.

◦Acquisitions. We have a proven history of consummating complementary acquisitions in new and contiguous markets. Due to the large, highly fragmented nature of our markets and our reputation throughout the industry, we believe we will continue to have access to a robust acquisition pipeline to supplement our organic growth. We use a rigorous targeting process to identify acquisition candidates that we believe will fit our culture and business model and we have built an experienced team of professionals to manage the acquisition and integration processes. As a result of our scale, purchasing power and ability to improve operations through implementing best practices, we believe we can continue to achieve substantial synergies and drive earnings accretion from our acquisition strategy.

•Drive Improved Productivity and Profitability. Our business strategy entails a focus on enhanced productivity and profitability across the organization, seeking to leverage our scale and employ both technology and other best practices to deliver further margin expansion and earnings growth. We also expect to continue to capture profitable market share in our existing footprint by delivering industry-leading customer service.

Highlights

Key highlights in our business during the six months ended October 31, 2023 are described below:

•Generated net sales of $2,830.5 million during the six months ended October 31, 2023, a 1.4% increase from the prior year period, primarily due to contributions from recent acquisitions, resilient pricing in wallboard, ceilings and complementary products, strong levels of multi-family residential construction activity and continuing commercial construction demand. In addition, there was one additional selling day during the six months ended October 31, 2023 compared to the prior year period. These factors helped to offset declines in single-family construction demand and a challenging pricing environment in steel framing.

•Generated net income of $167.8 million during the six months ended October 31, 2023, a 12.9% decrease compared to the prior year, primarily due to increased selling, general and administrative expenses driven by inflationary pressures and declining single-family construction demand, resulting in a relative mix shift in end market volumes, which require a higher operational cost to serve, an increase in interest expense due to higher interest rates, and a write-off of debt discount and deferred financing fees in connection with our term loan refinancing. Net income as a percentage of sales was 5.9% and 6.9% during the six months ended October 31, 2023 and 2022, respectively.

•Generated Adjusted EBITDA (a non-GAAP measure, see “Non-GAAP Financial Measures” in this Item 2) of $340.9 million during the six months ended October 31, 2023, a 8.0% decrease compared to the prior year. Adjusted EBITDA, as a percentage of net sales, decreased to 12.0% for the six months ended October 31, 2023 compared to 13.3% for the six months ended October 31, 2022, primarily due to deflationary dynamics in steel pricing and increased selling, general and administrative expenses discussed above.

•Completed two acquisitions, opened two greenfield locations and opened two sales, rental and service centers.

Recent Developments

Acquisitions

On May 1, 2023, the Company acquired Jawl Lumber Corporation, which provides service to the Vancouver Island market in Canada under the Home Lumber and Building Supplies ("Home Lumber") brand name. Home Lumber is a leading supplier of lumber, engineered wood, doors, framing packages and siding as well as other key complementary building materials. Home Lumber operates from a single location in Victoria, Canada.

For more information regarding our acquisitions, see Note 2 of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

Greenfields and Ames Stores

During the six months ended October 31, 2023, we opened greenfield locations in Jessup, Maryland and Elizabeth, New Jersey. We also opened two new sales, rental and service centers in San Antonio, Texas and Palm Desert, California.

Results of Operations

The following table summarizes key components of our results of operations for the three and six months ended October 31, 2023 and 2022:


	Three Months Ended October 31,						Six Months Ended October 31,
	2023			2022			2023			2022
	(dollars in thousands)
Statement of operations data:
Net sales	$	1,420,930		$	1,430,979		$	2,830,530		$	2,790,532
Cost of sales (exclusive of depreciation and amortization shown separately below)	962,301			966,479			1,921,347			1,891,311
Gross profit	458,629			464,500			909,183			899,221
Operating expenses:
Selling, general and administrative expenses	300,894			278,994			587,690			546,683
Depreciation and amortization	32,937			32,226			64,955			64,666
Total operating expenses	333,831			311,220			652,645			611,349
Operating income	124,798			153,280			256,538			287,872
Other (expense) income:
Interest expense	(18,742)			(16,055)			(37,656)			(30,716)
Write-off of debt discount and deferred financing fees	—			—			(1,401)			—
Other income, net	2,106			1,923			4,245			3,492
Total other expense, net	(16,636)			(14,132)			(34,812)			(27,224)
Income before taxes	108,162			139,148			221,726			260,648
Provision for income taxes	27,205			35,995			53,939			68,025
Net income	$	80,957		$	103,153		$	167,787		$	192,623
Non-GAAP measures:
Adjusted EBITDA(1)	$	167,558		$	195,513		$	340,856		$	370,527
Adjusted EBITDA margin(1)(2)	11.8		%	13.7		%	12.0		%	13.3		%

___________________________________

(1)Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP measures. See “—Non-GAAP Financial Measures—Adjusted EBITDA” for how we define and calculate Adjusted EBITDA and Adjusted EBITDA margin, reconciliations thereof to net income and a description of why we believe these measures are useful.

(2)Adjusted EBITDA margin is Adjusted EBITDA as a percentage of net sales.

Three Months Ended October 31, 2023 and 2022

Net Sales


	Three Months Ended October 31,				Change
	2023		2022		Dollar		Percent
	(dollars in thousands)
Wallboard	$	585,174	$	584,557	$	617	0.1	%
Complementary products	428,319		408,669		19,650		4.8	%
Steel framing	232,108		278,152		(46,044)		(16.6)	%
Ceilings	175,329		159,601		15,728		9.9	%
Total net sales	$	1,420,930	$	1,430,979	$	(10,049)	(0.7)	%

We generate net sales by providing a comprehensive product offering of wallboard, ceilings, steel framing and complementary products. The decrease in net sales during the three months ended October 31, 2023 compared to the prior year

period was primarily due to price deflation in steel framing, declines in single-family construction demand and the negative impact of foreign currency translation on net sales during the three months ended October 31, 2023. These were partially offset by contributions from recent acquisitions, strong levels of multi-family residential construction activity, continuing commercial construction demand and resilient pricing in wallboard, ceilings and complementary products. The decrease consisted of the following:

•a decrease in steel framing sales, which are principally impacted by commercial construction activity, primarily due to a decrease in price/product mix, partially offset by higher volume; partially offset by

•an increase in wallboard sales, which are impacted by both commercial and residential construction activity, primarily due to an increase in price/product mix and higher multi-family volume, partially offset by lower single-family volume;

•an increase in complementary products sales, which include insulation, joint treatment, tools (including automatic taping and finishing tools), lumber and various other specialty building products, primarily due to positive contributions from acquisitions, an increase in pricing in certain product categories and the execution of growth initiatives to increase product sales; and

•an increase in ceilings sales, which are principally impacted by commercial construction activity, primarily due to higher volume, an increase in price/product mix and positive contributions from acquisitions.

The following table breaks out our net sales into organic, or base business, net sales and recently acquired net sales for the three months ended October 31, 2023. When calculating organic sales growth, we exclude the net sales of acquired businesses until the first anniversary of the acquisition date. In addition, we exclude the impact of foreign currency translation in our calculation of organic net sales growth.


	Three Months Ended October 31,				Change
	2023		2022		Dollar		Percent
	(dollars in thousands)
Net sales	$	1,420,930
Recently acquired net sales (1)	(38,274)
Impact of foreign currency (2)	3,847
Base business net sales (3)	$	1,386,503	$	1,430,979	$	(44,476)	(3.1)	%

___________________________________

(1)Represents net sales of branches acquired by us until the first anniversary of the acquisition date. For the three months ended October 31, 2023, net sales includes sales from the following acquisitions: Tanner Bolt and Nut, Inc. acquired on December 30, 2022, Engler, Meir and Justus, Inc., acquired on April 3, 2023, Blair Building Materials, Inc. acquired on April 3, 2023, Home Lumber acquired on May 1, 2023 and AMW acquired on October 1, 2023.

(2)Represents the impact of foreign currency translation on net sales.

(3)Represents net sales of existing branches and branches that were opened by us during the period presented.

The decrease in organic net sales was primarily driven by price deflation in steel framing and declines in single-family construction demand, partially offset by strength in multi-family residential construction activity, continuing growth in commercial construction demand and resilient pricing in wallboard, ceilings and complementary products.

Gross Profit and Gross Margin


	Three Months Ended October 31,						Change
	2023			2022			Dollar		Percent
	(dollars in thousands)
Gross profit	$	458,629		$	464,500		$	(5,871)	(1.3)	%
Gross margin	32.3		%	32.5		%

The decrease in gross profit during the three months ended October 31, 2023 compared to the prior year period was primarily due to lower steel pricing, offset by incremental gross profit from acquisitions, the pass-through of product inflation and growth in commercial and multi-family sales volumes. Gross margin on net sales for the three months ended October 31, 2023 decreased compared to the prior year period, primarily due to deflationary dynamics in steel pricing.

Selling, General and Administrative Expenses


	Three Months Ended October 31,						Change
	2023			2022			Dollar		Percent
	(dollars in thousands)
Selling, general and administrative expenses	$	300,894		$	278,994		$	21,900	7.8	%
% of net sales	21.2		%	19.5		%

Selling, general and administrative expenses consist of warehouse, delivery and general and administrative expenses. Selling, general and administrative expenses increased during the three months ended October 31, 2023 compared to the prior year period, primarily due to increases in payroll and payroll-related costs, maintenance costs and facilities costs. Also contributing were incremental selling, general and administrative expenses from acquisitions. The increase in selling, general and administrative expenses as a percentage of our net sales during the three months ended October 31, 2023 compared to the prior year period was primarily due to deflationary dynamics in steel pricing, which had an unfavorable impact on leverage.

Depreciation and Amortization Expense


	Three Months Ended October 31,				Change
	2023		2022		Dollar		Percent
	(dollars in thousands)
Depreciation	$	16,963	$	15,058	$	1,905	12.7	%
Amortization	15,974		17,168		(1,194)		(7.0)	%
Depreciation and amortization	$	32,937	$	32,226	$	711	2.2	%

Depreciation and amortization expense includes depreciation of property and equipment and amortization of definite-lived intangible assets acquired in purchases of businesses. The increase in depreciation expense during the three months ended October 31, 2023 compared to the prior year period was primarily due to incremental expense resulting from property and equipment obtained in acquisitions and capital expenditures over the past year. The decrease in amortization expense during the three months ended October 31, 2023 was primarily due to the time-based progression of our use of the accelerated method of amortization for acquired customer relationships, partially offset by incremental expense resulting from definite-lived intangible assets obtained in acquisitions over the past year.

Interest Expense


	Three Months Ended October 31,				Change
	2023		2022		Dollar		Percent
	(dollars in thousands)
Interest expense	$	18,742	$	16,055	$	2,687	16.7	%

Interest expense consists primarily of interest expense incurred on our debt and finance leases and amortization of deferred financing fees and debt discounts. The increase in interest expense during the three months ended October 31, 2023 compared to the prior year period was primarily due to increases in interest rates.

Income Taxes


	Three Months Ended October 31,						Change
	2023			2022			Dollar		Percent
	(dollars in thousands)
Provision for income taxes	$	27,205		$	35,995		$	(8,790)	(24.4)	%
Effective tax rate	25.2		%	25.9		%

The change in the effective income tax rate during the three months ended October 31, 2023 compared to the prior year period was primarily due to foreign taxes and equity compensation.

Six Months Ended October 31, 2023 and 2022

Net Sales


	Six Months Ended October 31,				Change
	2023		2022		Dollar		Percent
	(dollars in thousands)
Wallboard	$	1,156,599	$	1,106,111	$	50,488	4.6	%
Complementary products	854,529		804,497		50,032		6.2	%
Steel framing	468,868		553,048		(84,180)		(15.2)	%
Ceilings	350,534		326,876		23,658		7.2	%
Total net sales	$	2,830,530	$	2,790,532	$	39,998	1.4	%

The increase in net sales during the six months ended October 31, 2023 compared to the prior year period was primarily due to contributions from recent acquisitions, resilient pricing in wallboard, ceilings and complementary products, strong levels of multi-family residential construction activity and continuing commercial construction demand. In addition, there was one additional selling day during the six months ended October 31, 2023 compared to the prior year period. These factors helped to offset declines in single-family construction demand, price deflation in steel framing and the negative impact of foreign currency translation on net sales during the six months ended October 31, 2023. The increase consisted of the following:

•an increase in wallboard sales, which are impacted by both commercial and residential construction activity, primarily due to an increase in price/product mix and higher multi-family volume;

•an increase in ceilings sales, which are principally impacted by commercial construction activity, primarily due to an increase in price/product mix, higher volume and positive contributions from acquisitions;

•partially offset by a decrease in steel framing sales, which are principally impacted by commercial construction activity, primarily due to a decrease in price/product mix, partially offset by higher volume.

The following table breaks out our net sales into organic, or base business, net sales and recently acquired net sales for the six months ended October 31, 2023.


	Six Months Ended October 31,				Change
	2023		2022		Dollar		Percent
	(dollars in thousands)
Net sales	$	2,830,530
Recently acquired net sales (1)	(82,426)
Impact of foreign currency (2)	11,078
Base business net sales (3)	$	2,759,182	$	2,790,532	$	(31,350)	(1.1)	%

___________________________________

(1)Represents net sales of branches acquired by us until the first anniversary of the acquisition date. For the six months ended October 31, 2023, net sales includes sales from the following acquisitions: Construction Supply and Southwest Florida acquired on June 1, 2022, Tanner acquired on December 30, 2022, Engler, Meir and Justus, Inc., acquired on April 3, 2023, Blair Building Materials, Inc. acquired on April 3, 2023, Home Lumber acquired on May 1, 2023 and AMW acquired on October 1, 2023.

(2)Represents the impact of foreign currency translation on net sales.

(3)Represents net sales of existing branches and branches that were opened by us during the period presented.

Gross Profit and Gross Margin


	Six Months Ended October 31,						Change
	2023			2022			Dollar		Percent
	(dollars in thousands)
Gross profit	$	909,183		$	899,221		$	9,962	1.1	%
Gross margin	32.1		%	32.2		%

The increase in gross profit during the six months ended October 31, 2023 compared to the prior year period was primarily due to incremental gross profit from acquisitions, the pass-through of product inflation and growth in commercial and multi-family sales volumes. Gross margin on net sales for the six months ended October 31, 2023 decreased compared to the prior year period, primarily due to deflationary dynamics in steel pricing, offset by an increase in margins for complementary products and wallboard.

Selling, General and Administrative Expenses


	Six Months Ended October 31,						Change
	2023			2022			Dollar		Percent
	(dollars in thousands)
Selling, general and administrative expenses	$	587,690		$	546,683		$	41,007	7.5	%
% of net sales	20.8		%	19.6		%

Selling, general and administrative expenses increased during the six months ended October 31, 2023 compared to the prior year period, primarily due to increases in payroll and payroll-related costs, maintenance costs and facilities costs. Also contributing were incremental selling, general and administrative expenses from acquisitions and an increase in transaction-related costs. The increase in selling, general and administrative expenses as a percentage of our net sales during the six months ended October 31, 2023 compared to the prior year period was primarily due to deflationary dynamics in steel pricing, which

had an unfavorable impact on leverage, and demand pullbacks in single-family construction, resulting in a relative mix shift in end market volumes, which require a higher operational cost to serve.

Depreciation and Amortization Expense


	Six Months Ended October 31,				Change
	2023		2022		Dollar		Percent
	(dollars in thousands)
Depreciation	$	33,290	$	30,051	$	3,239	10.8	%
Amortization	31,665		34,615		(2,950)		(8.5)	%
Depreciation and amortization	$	64,955	$	64,666	$	289	0.4	%

The increase in depreciation expense during the six months ended October 31, 2023 compared to the prior year period was primarily due to incremental expense resulting from property and equipment obtained in acquisitions and capital expenditures over the past year. The decrease in amortization expense during the six months ended October 31, 2023 was primarily due to the time-based progression of our use of the accelerated method of amortization for acquired customer relationships, partially offset by incremental expense resulting from definite-lived intangible assets obtained in acquisitions over the past year.

Interest Expense


	Six Months Ended October 31,				Change
	2023		2022		Dollar		Percent
	(dollars in thousands)
Interest expense	$	37,656	$	30,716	$	6,940	22.6	%

The increase in interest expense during the six months ended October 31, 2023 compared to the prior year period was primarily due to increases in interest rates.

Income Taxes


	Six Months Ended October 31,						Change
	2023			2022			Dollar		Percent
	(dollars in thousands)
Provision for income taxes	$	53,939		$	68,025		$	(14,086)	(20.7)	%
Effective tax rate	24.3		%	26.1		%

The change in the effective income tax rate during the six months ended October 31, 2023 compared to the prior year period was primarily due to the impact of actions taken during the prior year in anticipation of expected changes in Canadian tax regulations, which caused a higher effective rate, as well as equity compensation.

Liquidity and Capital Resources

Summary

We depend on cash flow from operations, cash on hand and funds available under our asset based revolving credit facility (the “ABL Facility”) to finance working capital needs, capital expenditures and acquisitions. We believe that these sources of funds will be adequate to fund debt service requirements and provide cash, as required, to support our growth strategies, ongoing operations, capital expenditures, lease obligations and working capital for at least the next twelve months

and in the long term. We also believe we would be able to take measures to preserve liquidity should there be an economic downturn, recession or other disruption to our business in the future.

As of October 31, 2023, we had available borrowing capacity of approximately $823.7 million under our ABL Facility. The ABL Facility is scheduled to mature on December 22, 2027. The ABL Facility contains a cross default provision with the senior secured first lien term loan facility (the “Term Loan Facility”).

On May 12, 2023, we amended our Term Loan Facility to provide refinancing term loans in the aggregate principal amount of $500.0 million, the net proceeds of which were used, together with cash on hand, to refinance our existing Term Loan Facility outstanding balance of $499.5 million and pay related fees. We also extended the maturity date by seven years from the date of the amendment to May 12, 2030 and modified certain thresholds, baskets and amounts referenced therein.

On May 12, 2023, we amended our Term Loan Facility to provide refinancing term loans in the aggregate principal amount of $500.0 million, the net proceeds of which were used, together with cash on hand, to refinance the then outstanding borrowings under our Term Loan Facility in the principal amount of $499.5 million and pay related fees. The net $0.5 million increase in aggregate principal amount consisted of a $211.7 million cashless roll by existing lenders, $288.3 million of proceeds received from new lenders and $287.8 million of payments to lenders who did not participate in the refinancing. The amendment also amended the Term Loan Facility to, among other things, (i) replace the administrative and collateral agent, (ii) extend the maturity date by seven years from the date of the amendment to May 12, 2030 and (iii) modify certain thresholds, baskets and amounts referenced therein.

In connection with the Term Loan Facility amendment, we entered into (a) interest rate swap agreements for two years with notional amounts totaling $300.0 million to convert the variable interest rate on a portion of the term loans outstanding to a fixed 1-month SOFR interest rate of 3.899% and (b) forward interest rate collars with notional amounts totaling $300.0 million for years 2025 through 2029. The objective of such hedging instruments is to reduce the variability of interest payment cash flows associated with the variable interest rates under the Term Loan Facility and otherwise hedge exposure to future interest rate fluctuations.

For more information regarding our ABL Facility and other indebtedness, see Note 5 of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q and Note 7 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended April 30, 2023.

We regularly evaluate opportunities to optimize our capital structure, including through consideration of the issuance or incurrence of additional debt, to refinance existing debt and to fund ongoing cash needs such as general corporate purposes, growth initiatives, acquisitions and our stock repurchase program.

Cash Flows

A summary of our operating, investing and financing activities is shown in the following table:


	Six Months Ended October 31,
	2023		2022
	(in thousands)
Cash provided by operating activities	$	124,747	$	102,861
Cash used in investing activities	(83,809)		(23,394)
Cash used in financing activities	(128,778)		(55,140)
Effect of exchange rates on cash and cash equivalents	(388)		(2,042)
(Decrease) increase in cash and cash equivalents	$	(88,228)	$	22,285

Operating Activities

The increase in cash provided by operating activities during the six months ended October 31, 2023 compared to the prior year period was primarily due to larger increases in inventory and accounts receivable in the prior year period related to ensuring product availability and managing price inflation amid an environment of tight and less reliable supply, partially offset by an increase in cash used in the current year period for accounts payable and other accruals.

Investing Activities

The increase in cash used in investing activities during the six months ended October 31, 2023 compared to the prior year period was primarily due to a $53.3 million increase in cash used for acquisitions and a $7.9 million increase in capital expenditures.

Capital expenditures during the six months ended October 31, 2023 primarily consisted of the purchase of delivery and warehouse equipment, land and buildings, building and leasehold improvements, and IT-related spending. Capital expenditures vary depending on prevailing business factors, including current and anticipated market conditions.

Financing Activities

The increase in cash used in financing activities during the six months ended October 31, 2023 compared to the prior year period was primarily due to net repayments of $29.2 million under our revolving credit facilities during the six months ended October 31, 2023, compared to net borrowings of $28.9 million during the prior year period. Also contributing to the change was a $25.8 million increase in repurchases of common stock during the six months ended October 31, 2023 compared to the prior year period. Partially offsetting these increases was a $13.5 million holdback liability payment during the prior year period.

Share Repurchase Program

On October 18, 2023, our Board of Directors approved an expanded share repurchase program under which we are authorized to repurchase up to $250.0 million of our outstanding common stock. This expanded program replaced our previous share repurchase authorization of $200.0 million. We may conduct share repurchases under the program through a variety of methods, which may include open market purchases, block trades, accelerated share repurchases, trading plans in accordance with Rule 10b-5 or Rule 10b-18 under the Exchange Act, or any combination of such methods. The timing and amount of any purchases of our common stock are subject to a variety of factors, including, but not limited to, our liquidity, credit availability, general business and market conditions, our debt covenants and the availability of alternative investment opportunities. The share repurchase program does not obligate us to acquire any amount of common stock, and it may be suspended or terminated at any time at our discretion.

We repurchased approximately 1.2 million shares of our common stock for $74.8 million during the six months ended October 31, 2023. The aggregate cost and average cost per share do not include the effect of the 1% excise tax on net share repurchases after January 1, 2023 enacted under the Inflation Reduction Act of 2022. We incurred $0.6 million of excise taxes during the six months ended October 31, 2023. As of October 31, 2023, we had $241.3 million of remaining purchase authorization.

Debt Covenants

The ABL Facility, Term Loan Facility and the indenture governing the Senior Notes contain a number of covenants that limit our ability and the ability of our restricted subsidiaries, as described in the respective credit agreement and the indenture, to incur more indebtedness; pay dividends, redeem or repurchase stock or make other distributions; make investments; create restrictions on the ability of our restricted subsidiaries to pay dividends to us or make other intercompany transfers; create liens securing indebtedness; transfer or sell assets; merge or consolidate; enter into certain transactions with our affiliates; and prepay or amend the terms of certain indebtedness. Such covenants are subject to several important exceptions and qualifications set forth in the ABL Facility, Term Loan Facility and the indenture governing the Senior Notes. We were in compliance with all such covenants as of October 31, 2023.

Contractual Obligations

There have been no material changes to the contractual obligations as disclosed in our Annual Report on Form 10-K for the fiscal year ended April 30, 2023, other than those made in the ordinary course of business.

Off-Balance Sheet Arrangements

There have been no material changes to our off-balance sheet arrangements as discussed in our Annual Report on Form 10-K for the fiscal year ended April 30, 2023.

Non-GAAP Financial Measures

Adjusted EBITDA

Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP measures. We report our financial results in accordance with GAAP. However, we present Adjusted EBITDA and Adjusted EBITDA margin, which are not recognized financial measures under GAAP, because we believe they assist investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Management believes Adjusted EBITDA and Adjusted EBITDA margin are helpful in highlighting trends in our operating results, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure and allocation, the tax jurisdictions in which companies operate and capital investments and acquisitions.

In addition, we utilize Adjusted EBITDA in certain calculations under our debt agreements. Our debt agreements permit us to make certain additional adjustments in calculating Consolidated EBITDA, such as projected net cost savings, which are not reflected in the Adjusted EBITDA data presented in this Quarterly Report on Form 10-Q. We may in the future reflect such permitted adjustments in our calculations of Adjusted EBITDA.

We believe that Adjusted EBITDA and Adjusted EBITDA margin are frequently used by analysts, investors and other interested parties in their evaluation of companies, many of which present an Adjusted EBITDA or Adjusted EBITDA margin measure when reporting their results. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. In addition, Adjusted EBITDA may not be comparable to similarly titled measures used by other companies in our industry or across different industries.

We also include information concerning Adjusted EBITDA margin, which is calculated as Adjusted EBITDA divided by net sales. We present Adjusted EBITDA margin because it is used by management as a performance measure to judge the level of Adjusted EBITDA that is generated from net sales.

Adjusted EBITDA and Adjusted EBITDA margin have their limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.

The following is a reconciliation of our net income to Adjusted EBITDA and Adjusted EBITDA margin:


	Three Months Ended October 31,						Six Months Ended October 31,
	2023			2022			2023			2022
	(in thousands)
Net income	$	80,957		$	103,153		$	167,787		$	192,623
Interest expense	18,742			16,055			37,656			30,716
Write-off of debt discount and deferred financing fees	—			—			1,401			—
Interest income	(292)			(154)			(766)			(210)
Provision for income taxes	27,205			35,995			53,939			68,025
Depreciation expense	16,963			15,058			33,290			30,051
Amortization expense	15,974			17,168			31,665			34,615
Stock appreciation rights(a)	401			3,230			1,619			5,574
Redeemable noncontrolling interests and deferred compensation(b)	184			340			664			835
Equity-based compensation(c)	5,111			3,781			8,415			6,913
Severance and other permitted costs(d)	882			379			1,288			731
Transaction costs (acquisitions and other)(e)	1,223			292			2,608			678
(Gain) loss on disposal of assets(f)	(310)			81			(441)			(203)
Effects of fair value adjustments to inventory(g)	140			135			442			179
Debt transaction fees(h)	378			—			1,289			—
Adjusted EBITDA	$	167,558		$	195,513		$	340,856		$	370,527

Net sales	$	1,420,930		$	1,430,979		$	2,830,530		$	2,790,532
Adjusted EBITDA Margin	11.8		%	13.7		%	12.0		%	13.3		%