Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 20, 2024

GMS INC.

(Exact name of registrant as specified in charter)

Delaware		001-37784		46-2931287
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

100 Crescent Centre Parkway, Suite 800 Tucker, Georgia		30084
(Address of Principal Executive Offices)		(Zip Code)

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

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

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		GMS		New York Stock Exchange

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

Emerging growth company ¨

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

Item 7.01. Regulation FD Disclosure.

The slide presentation furnished as Exhibit 99.1 hereto, and incorporated herein by reference, will be presented to certain investors of GMS on June 20, 2024, and may be used by GMS in various other presentations to investors on or after June 20, 2024.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description
99.1*	GMS Inc. presentation to investors.
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

*Furnished herewith

SIGNATURES

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

	GMS INC.

Date: June 20, 2024	By:	/s/ Scott M. Deakin
		Name:	Scott M. Deakin
		Title:	Chief Financial Officer

Exhibit 99.1

Q4 FY2024 Earnings Call June 20, 2024

2 Safe Harbor and B asis of Presentation Forward - Looking Statement Safe Harbor — This presentation includes “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You can generally identify forward - looking statements by the Company’s use of forward - looking terminology such as “anticipate,” “bel ieve,” “confident,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “seek,” or “should,” or the negative thereof or other variations th ere on or comparable terminology. In particular, statements about the markets in which GMS operates and our products, including potential or expected growth in those markets and products, the eco nom y generally, our ability to continue successfully navigating the evolving operating environment and executing our business, strategic initiatives and priorities and growth pot ent ial, closing of acquisitions and integration of such acquisitions, future M&A and greenfields, inflation, capital structure, pricing (including but not limited to, fluctuations i n c ommodity pricing), volumes, net sales, organic sales, gross margins, incremental EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, capital expenditures, free cash flow, future financial per formance and liquidity, and the ability of the Company to grow stronger contained in this presentation may be considered forward - looking statements. Statements about our expectations, beliefs, plans, strategies, objectives, prospects, assumptions or future events or performance may be considered forward - looking statements. The Company has based forward - looking statements on its current expectations, assumptions, estimates and projections. While the Company believes these expectations, assumptions, estimates and projections ar e reasonable, such forward - looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond its control. Forward - looking st atements involve risks and uncertainties, including, but not limited to, those described in the “Risk Factors” section in the Company’s most recent Annual Report on Form 10 - K, and in it s other periodic reports filed with the SEC. In addition, the statements in this release are made as of June 20, 2024. The Company undertakes no obligation to update any of the forward - looki ng statements made herein, whether as a result of new information, future events, changes in expectation or otherwise. These forward - looking statements should not be relied upon as representing the Company’s views as of any date subsequent to June 20, 2024. Use of Non - GAAP and Adjusted Financial Information — To supplement GAAP financial information, we use adjusted measures of operating results which are non - GAAP measures. This non - GAAP adjusted financial information is provided as additional information for investors. These adjusted results exclude certain costs, expenses, gains and losses, and we believe their exclusion can enhance an overall understanding of our past financial performance and also our prospects for the fu ture. These adjustments to our GAAP results are made with the intent of providing both management and investors a more complete understanding of our operating performance by excl udi ng non - recurring, infrequent or other non - cash charges that are not believed to be material to the ongoing performance of our business. The presentation of this additional inf ormation is not meant to be considered in isolation or as a substitute for GAAP measures of net income, diluted earnings per share or net cash provided by (used in) operating activities pr epared in accordance with generally accepted accounting principles in the United States. Please see the Appendix to this presentation for a further discussion on these non - GAAP measure s and a reconciliation of these non - GAAP measures to the most directly comparable GAAP measures.

3 Q4 Fiscal 2024 At a Glance Comparisons are to Q 4 FY2 3 • Volume growth across all four major product categories • High levels of multi - family and commercial activity • An improved single - family backdrop • Resilient pricing in Wallboard, Ceilings and Complementary Products • Positive contributions from acquisitions • Net Sales of $1.41 billion, up 8.4% U.S. Wallboard Volume For GMS Multi - Family – Up 5.4% Commercial – Up 8.7% Single - Family – Up 7.6% 1 For a reconciliation of Adjusted EBITDA and Free Cash Flow to the most directly comparable GAAP metrics, see Appendix. • Cash from operations and Free Cash Flow 1 remained strong in the quarter at $204.2 million and $186.7 million, respectively • Net income of $56.4 million compared to $75.6 million; Net income margin was 4.0% compared to 5.8% • Adjusted EBITDA 1 of $146.6 million, compared to $154.3 million Q4 FY24 Net Sales Wallboard 41% Ceilings 13% Steel Framing 16% Complementary Products 30%

4 Drive Improved Productivity & Profitability Strategic Growth Priorities – Q4 FY24 Update Capitalize on existing fixed investments in locations & equipment where we are underpenetrated or below expected share Grow Complementary Product opportunities to diversify and profitably expand our product offerings Expand the platform through accretive acquisition and greenfield opportunities, balanced with debt reduction priorities Leverage our scale and employ technology and best practices to deliver a best - in - class customer experience with an aim to further profit improvement Expand Share in Core Products Grow Complementary Products Platform Expansion • The Gypsum Association, Steel Framing Industry Association and ceilings manufacturers’ data all indicate that GMS continued to gain share • Q424 was the 16th consecutive quarter of year - over - year growth for our Complementary Products • Focus areas Tools & Fasteners, EIFS/Stucco and Insulation continued to outperform the broader category • Closed Kamco Supply Corporation acquisition • Subsequent to the end of the quarter, we acquired Howard & Sons Building Materials and entered into an agreement to purchase Yvon Building Supply and affiliated companies • Solid pipeline of M&A opportunities in both our core and complementary product lines • Equipping yard operators with the right tools and technologies continues to improve the efficiency of their operations. • Consolidation of legacy legal entities is reducing organizational and process complexity, along with costs, while also leveraging the standardization of product, vendor, customer and other operational data across the business

5 Per Day Sales Highlights – Q4 FY24 U.S. Per Day Residential Sales Q424 Net Sales Per Day $ 1.4 B Per Day Net Sales 2.1% U.S. Per Day Commercial Sales 6.0% 2.7% 6.7% • Positive growth in demand for commercial, multi - family and single - family drove volume increases in all of our major product categories • Deflationary pricing in Steel Framing reduced total net sales by an estimated $29 million for the quarter Multi - family per day sales Single - family per day sales 2.8% 2.4% 2.7% 1 Given the wide breadth of offerings and units of measure in Complementary Products, detailed price vs volume reporting is not av ailable at a consolidated level. 1 1

6 $424.5 $451.2 32.5% 31.9% 31.0% 31.5% 32.0% 32.5% 33.0% 33.5% $0 $50 $100 $150 $200 $250 $300 $350 $400 $450 $500 Fiscal Q4 2023 Fiscal Q4 2024 Gross Profit Gross Margin ($ mm) Solid Results Despite Deflationary Steel Pricing * For a reconciliation of Adjusted SG&A, Adjusted EBITDA and Adjusted EBITDA Margin to the most directly comparable GAAP metric s, see Appendix. $272.4 $307.9 20.9% 21.8% 18.0% 18.5% 19.0% 19.5% 20.0% 20.5% 21.0% 21.5% 22.0% 22.5% 23.0% 23.5% 24.0% 24.5% $0 $50 $100 $150 $200 $250 $300 Fiscal Q4 2023 Fiscal Q4 2024 Adj. SG&A* Adj. SG&A* as % of Sales ($ mm) $154.3 $146.6 11.8% 10.4% 9.0% 9.5% 10.0% 10.5% 11.0% 11.5% 12.0% 12.5% 13.0% 13.5% $0 $50 $100 $150 $200 Fiscal Q4 2023 Fiscal Q4 2024 Adj. EBITDA* Adj. EBITDA Margin* ($ mm) Gross Profit & Gross Margin Gross Profit up year - over - year, reflecting improved volumes. Gross margin down primarily due to the impact of steel price deflation. Also, gross margin included the negative impact of non - cash purchase accounting adjustments during Q424. SG&A SG&A expense as a percentage of sales increased 80 basis points. 55 basis points of the increase was due to reduced revenue from product price deflation. The remaining variance was due to increased wages, benefits, and other costs, primarily due to higher volumes, and from our recently opened greenfields and acquisitions. Net Income & Adj. EBITDA * Net income decreased 25.4% YOY to $56.4M, including a 4.6% increase in interest expense and a 17.1% increase in income tax expense. Net income margin was 4.0% Adjusted EBITDA * was $146.6 million with 10.4% Adjusted EBITDA margin.

7 Attractive Capital Structure Supports Strategic Priorities • Repurchased 174.6K shares for $16.0 million during Q424 • $200.5 million of repurchase authorization remaining at 04/30/24 1.4x 1.5x 1.5x 1.5x 1.7x 04/30/2023 07/31/2023 10/31/2023 01/31/2024 04/30/2024 $51 $45 $40 $303 $22 $830 FY25 FY26 FY27 FY28 FY29 Thereafter LTM Net Debt / PF Adjusted EBITDA 2 Debt 3 Maturity Schedule $ in millions 1. For a reconciliation of free cash flow to cash provided by operating activities, the most directly comparable GAAP metric, se e A ppendix. 2. For detail, including a reconciliation of Pro Forma Adjusted EBITDA to net income, the most directly comparable GAAP metric, see Appendix. 3. Debt includes First Lien Term Loan, ABL Facility, Senior Notes, Finance Leases & Installment Notes. 4. Includes cash used for Capital Expenditures, Acquisitions, Share Repurchases, Payments on Principal on Long - Term Debt and Paymen ts on Principal on Finance Lease Obligations for fiscal years 2022, 2023 and 2024. 5. Balance sheet, capital structure and share repurchase authorization references are as of 04/30/2024. Share Repurchases Q424 Cash from Operations $204.2M Q424 Free Cash Flow 1 Substantial Liquidity • $166.1 million of cash on hand • $655.9 million available under our revolving credit facility 3 - Year Historical Use of Cash 4 For Fiscal Years 2022, 2023 and 2024 $186.7M Acquisitions 60% Capital Expenditures 11% Share Repurchases 20% Debt/Lease Payments 9%

8 End Market & Product - Level Expectations Product Category Q1 FY25 YOY Volume Expectations Q1 FY25 YOY Price/Mix Expectations Wallboard • Single - family: Up mid single digits • Multi - family: Flat to up slightly • Commercial: Up low - single digits • Total Wallboard: Up low - to - mid single digits Approximately flat Ceilings Up low - to - mid teens Up low - to - mid single digits Steel Framing Up low - to - mid single digits Down low teens Complementary Products Total sales growth in Complementary Products, including the benefits of recent acquisitions, is expected to be in the mid - single digits Note: There will be an equal number of selling days in Q125 as compared with Q124. Also, the projections above do not include any potential benefits from the Yvon transaction, which is expected to close in ea rly July 2024.

9 Consolidated Expectations Metric for Q1 FY25 Q1 FY25 Expectation Net Sales Up mid - single digits YOY Gross Margin ~31.5% Net Income $77 million - $79 million Adjusted EBITDA 1 $160 million - $165 million Metric for Full Year FY25 Full Year FY25 Expectation Interest Expense ~ $72 million - $74 million Capital Expenditures ~ $50 million - $55 million Free Cash Flow 1 ~ 55% - 60% of FY25 Adj. EBITDA 1 Tax Rate 2 ~ 26% 1 For a reconciliation of Adjusted EBITDA, Adjusted Net Income or Free Cash Flow to the most directly comparable GAAP metrics, see Appendix. 2 Tax rate refers to the normalized cash tax rate excluding the impact of acquisition accounting and certain other deferred tax am ounts. Note: There will be an equal number of selling days in Q125 as compared with Q124. Also, the projections above do not include any potential benefits from the Yvon transaction, which is expected to close in ea rly July 2024.

10 Appendix

11 Summary Quarterly Financials (In millions) 1Q23 2Q23 3Q23 4Q23 FY23 1Q24 2Q24 3Q24 4Q24 FY24 (Unaudited) Wallboard Volume (MSF) 1,191 1,232 1,058 1,130 4,611 1,204 1,231 1,101 1,234 4,769 Wallboard Price ($ / '000 Sq. Ft.) 438$ 474$ 473$ 481$ 467$ 475$ 476$ 473$ 475$ 475$ Wallboard 522$ 585$ 501$ 545$ 2,152$ 571$ 585$ 521$ 586$ 2,263$ Ceilings 167 160 147 155 629 175 175 156 189 695 Steel framing 275 278 234 224 1,011 237 232 203 220 893 Complementary products 396 409 353 380 1,538 426 428 379 418 1,651 Net sales 1,360 1,431 1,235 1,304 5,329 1,410 1,421 1,258 1,413 5,502 Cost of sales 925 966 832 880 3,603 959 962 844 962 3,727 Gross profit 435 465 402 424 1,726 451 459 415 451 1,775 Gross margin 32.0% 32.5% 32.6% 32.5% 32.4% 32.0% 32.3% 33.0% 31.9% 32.3% Operating expenses: Selling, general and administrative expenses 268 279 267 280 1,094 287 301 296 316 1,199 Depreciation and amortization 32 32 31 31 127 32 33 33 36 133 Total operating expenses 300 311 299 311 1,221 319 334 328 351 1,332 Operating income 135 153 103 114 505 132 125 86 100 443 Other (expense) income: Interest expense (15) (16) (17) (18) (66) (19) (19) (19) (19) (75) Write-off of discount and deferred financing costs - - - - - (1) - - (1) (2) Other income, net 2 2 2 3 8 2 2 2 3 9 Total other expense, net (13) (14) (15) (16) (58) (18) (17) (17) (17) (69) Income before taxes 122 139 88 98 448 114 108 69 83 374 Income tax expense 32 36 24 23 115 27 27 17 27 98 Net income 90$ 103$ 65$ 76$ 333$ 87$ 81$ 52$ 56$ 276$ Business Days 63 65 62 63 253 64 65 62 64 255 Net Sales by Business Day 21.6$ 22.0$ 19.9$ 20.7$ 21.1$ 22.0$ 21.9$ 20.3$ 22.1$ 21.6$ Beginning Branch Count 286 289 291 297 286 304 305 308 311 304 Added Branches 3 2 6 7 18 1 3 3 5 12 Ending Branch Count 289 291 297 304 304 305 308 311 316 316

12 Quarterly Cash Flows (1) Free cash flow is a non - GAAP financial measure defined as net cash provided by (used in) operations less capital expenditures. D ifferences may occur due to rounding. ($ in millions) (Unaudited) 1Q23 2Q23 3Q23 4Q23 FY23 1Q24 2Q24 3Q24 4Q24 FY24 Net income $ 89.5 $ 103.2 $ 64.8 $ 75.6 $ 333.0 $ 86.8 $ 81.0 $ 51.9 $ 56.4 $ 276.1 Non-cash changes & other changes 8.9 63.3 21.8 62.0 155.9 (12.3) 48.2 27.5 81.1 144.5 Changes in primary working capital components: Trade accounts and notes receivable (69.6) (63.8) 105.3 (8.9) (37.0) (38.2) (51.1) 92.1 (29.3) (26.5) Inventories (28.7) (3.6) (2.4) 17.9 (16.8) (1.4) 21.6 (20.3) 17.1 17.0 Accounts payable (4.4) 8.2 (55.3) 58.2 6.7 (28.3) 18.4 (47.0) 79.0 22.2 Cash provided by (used in) operating activities (4.4) 107.3 134.1 204.8 441.7 6.6 118.1 104.3 204.2 433.2 Purchases of property and equipment (10.9) (10.7) (11.6) (19.4) (52.7) (13.5) (16.0) (10.2) (17.5) (57.2) Proceeds from sale of assets 0.3 0.6 0.8 1.2 2.9 1.0 0.7 0.2 0.7 2.7 Acquisitions of businesses, net of cash acquired (2.6) (0.0) (17.8) (41.3) (61.7) (39.0) (17.0) 0.6 (320.8) (376.2) Cash (used in) investing activities (13.3) (10.1) (28.6) (59.5) (111.5) (51.5) (32.3) (9.4) (337.6) (430.8) Cash provided by (used in) financing activities 22.2 (77.4) (43.8) (166.7) (265.6) (39.1) (89.7) (83.9) 212.2 (0.4) Effect of exchange rates 0.2 (2.2) 0.8 (0.6) (1.8) 0.7 (1.1) 0.8 (1.1) (0.6) Increase (decrease) in cash and cash equivalents 4.7 17.6 62.5 (21.9) 62.8 (83.3) (4.9) 11.8 77.8 1.4 Balance, beginning of period 101.9 106.6 124.2 186.7 101.9 164.7 81.4 76.5 88.3 164.7 Balance, end of period $ 106.6 $ 124.2 $ 186.7 $ 164.7 $ 164.7 $ 81.4 $ 76.5 $ 88.3 $ 166.1 $ 166.1 Supplemental cash flow disclosures: Cash paid for income taxes $ 3.2 $ 57.6 $ 24.9 $ 24.7 $ 110.4 $ 3.2 $ 66.1 $ 24.4 $ 26.7 $ 120.4 Cash paid for interest $ 17.8 $ 11.5 $ 19.9 $ 12.6 $ 61.8 $ 21.9 $ 13.5 $ 22.0 $ 13.5 $ 70.8 Cash provided by (used in) operating activities $ (4.4) $ 107.3 $ 134.1 $ 204.8 $ 441.7 $ 6.6 $ 118.1 $ 104.3 $ 204.2 $ 433.2 Purchases of property and equipment (10.9) (10.7) (11.6) (19.4) (52.7) (13.5) (16.0) (10.2) (17.5) (57.2) Free cash flow (1) $ (15.3) $ 96.5 $ 122.5 $ 185.4 $ 389.1 $ (6.9) $ 102.1 $ 94.1 $ 186.7 $ 376.0

13 Q4 2024 Net Sales 1. Organic net sales growth calculation excludes net sales of acquired businesses until first anniversary of acquisition date an d i mpact of foreign currency translation. ($ in millions) (Unaudited) FY24 FY23 Reported Organic (1) Organic (1) 1,356.3$ 1,304.1$ Acquisitions 57.1 - Fx Impact (0.4) - Total Net Sales 1,413.0$ 1,304.1$ 8.4% 4.0% Wallboard 586.0$ 544.7$ 7.6% 6.0% Ceilings 188.9 155.1 21.7% 11.4% Steel Framing 220.5 223.8 (1.5%) (5.1%) Complementary Products 417.6 380.5 9.8% 3.5% Total Net Sales 1,413.0$ 1,304.1$ 8.4% 4.0% Fiscal Q4 Variance

14 Quarterly Net Income to Adjusted EBITDA Reconciliation Commentary A. Represents changes in the fair value of stock appreciation rights B. Represents changes in the fair value of noncontrolling interests C. Represents non - cash equity - based compensation expense related to the issuance of share - based awards D. Represents severance expenses and certain other cost adjustments as permitted under the ABL Facility and the Term Loan Facility E. Represents one - time costs related to acquisitions paid to third parties F. Includes gains and losses from the sale and disposal of assets G. Represents the non - cash cost of sales impact of purchase accounting adjustments to increase inventory to its estimated fair value H. Represents expenses paid to third party advisors related to debt refinancing activities ( $ in 000s) 1Q23 2Q23 3Q23 4Q23 FY23 1Q24 2Q24 3Q24 4Q24 FY24 (Unaudited) Net Income 89,470$ 103,153$ 64,775$ 75,593$ 332,991$ 86,830$ 80,957$ 51,905$ 56,387$ 276,079$ Add: Interest Expense 14,661 16,055 16,943 18,184 65,843 18,914 18,742 18,784 19,021 75,461 Add: Write off of debt discount and deferred financing fees - - - - - 1,401 - - 674 2,075 Less: Interest Income (56) (154) (180) (897) (1,287) (474) (292) (378) (610) (1,754) Add: Income Tax Expense 32,030 35,995 23,697 22,790 114,512 26,734 27,205 17,468 26,680 98,087 Add: Depreciation Expense 14,993 15,058 15,162 15,964 61,177 16,327 16,963 17,276 18,640 69,206 Add: Amortization Expense 17,447 17,168 16,257 14,858 65,730 15,691 15,974 15,528 16,963 64,156 EBITDA 168,545$ 187,275$ 136,654$ 146,492$ 638,966$ 165,423$ 159,549$ 120,583$ 137,755$ 583,310$ Adjustments Stock appreciation rights (A) 2,344 3,230 314 1,815 7,703 1,218 401 1,789 1,983 5,391 Redeemable noncontrolling interests (B) 495 340 368 (25) 1,178 480 184 461 302 1,427 Equity-based compensation (C) 3,132 3,781 3,285 3,019 13,217 3,304 5,111 3,559 3,644 15,618 Severance and other permitted costs (D) 352 379 (315) 2,372 2,788 406 882 1,033 307 2,628 Transaction costs (acquisition and other) (E) 386 292 476 807 1,961 1,385 1,223 765 1,483 4,856 (Gain) loss on disposal of assets (F) (284) 81 (411) (799) (1,413) (131) (310) (222) (66) (729) Effects of fair value adjustments to inventory (G) 44 135 457 487 1,123 302 140 8 1,183 1,633 Debt transaction costs (H) - - - 173 173 911 378 44 (13) 1,320 Total Adjustments 6,469$ 8,238$ 4,174$ 7,849$ 26,730$ 7,875$ 8,009$ 7,437$ 8,823$ 32,144$ Adjusted EBITDA (as reported) 175,014$ 195,513$ 140,828$ 154,341$ 665,696$ 173,298$ 167,558$ 128,020$ 146,578$ 615,454$ Net Sales $1,359,553 $1,430,979 $1,234,618 $1,304,102 $5,329,252 $1,409,600 $1,420,930 $1,258,348 $1,413,029 $5,501,907 Adjusted EBITDA Margin 12.9% 13.7% 11.4% 11.8% 12.5% 12.3% 11.8% 10.2% 10.4% 11.2%

15 Net Income to Pro Forma Adjusted EBITDA Reconciliation Commentary A. Represents changes in the fair value of stock appreciation rights B. Represents changes in the fair value of noncontrolling interests C. Represents non - cash equity - based compensation expense related to the issuance of share - based awards D. Represents severance expenses and certain other cost adjustments as permitted under the ABL Facility and the Term Loan Facility E. Represents one - time costs related to our initial public offering and acquisitions paid to third party advisors as well as costs related to the retirement of corporate stock appreciation rights F. Represents the non - cash cost of sales impact of purchase accounting adjustments to increase inventory to its estimated fair value G. Represents mark - to - market adjustments for derivative financial instruments H. Represents one - time costs related to our secondary offerings paid to third party advisors I. Represents expenses paid to third party advisors related to debt refinancing activities J. Pro forma impact of earnings from acquisitions from the beginning of the LTM period to the date of acquisition, including synergies ( $ in 000s) 2024 2023 2022 2021 2020 2019 2018 2017 (Unaudited) Net Income 276,079$ 332,991$ 273,442$ 105,560$ 23,381$ 56,002$ 62,971$ 48,886$ Add: Interest Expense 75,461 65,843 58,097 53,786 67,718 73,677 31,395 29,360 Add: Write off of debt discount and deferred financing fees 2,075 - - 4,606 1,331 - 74 7,103 Less: Interest Income (1,754) (1,287) (163) (86) (88) (66) (177) (152) Add: Income Tax Expense 98,087 114,512 91,377 31,534 22,944 14,039 20,883 22,654 Add: Depreciation Expense 69,206 61,177 55,437 50,480 51,332 46,456 24,075 25,565 Add: Amortization Expense 64,156 65,730 63,795 57,645 65,201 71,003 41,455 43,675 EBITDA 583,310$ 638,966$ 541,985$ 303,525$ 231,819$ 261,111$ 180,676$ 177,091$ Adjustments Impairment of goodwill - - 63,074 - - - Stock appreciation rights (A) 5,391 7,703 4,403 3,173 1,572 2,730 2,318 148 Redeemable noncontrolling interests (B) 1,427 1,178 1,983 1,288 520 1,188 1,868 3,536 Equity-based compensation (C) 15,618 13,217 10,968 8,442 7,060 3,906 1,695 2,534 Severance and other permitted costs (D) 2,628 2,788 1,132 2,948 5,733 8,152 581 (157) Transaction costs (acquisition and other) (E) 4,856 1,961 3,545 1,068 2,414 7,858 3,370 2,249 (Gain) loss on disposal of assets (729) (1,413) (913) (1,011) 658 (525) (509) (338) Effects of fair value adjustments to inventory (F) 1,633 1,123 3,818 788 575 4,176 324 946 Gain on legal settlement - - - (1,382) (14,029) - - - Change in fair value of financial instruments (G) - - - - - 6,395 6,125 382 Secondary public offerings (H) - - - - 363 - 1,525 1,385 Debt transaction costs (I) 1,320 173 - 532 - 678 1,285 265 Total Adjustments 32,144$ 26,730$ 24,936$ 15,846$ 67,940$ 34,558$ 18,582$ 11,138$ Adjusted EBITDA (as reported) 615,454$ 665,696$ 566,921$ 319,371$ 299,759$ 295,669$ 199,258$ 188,229$ Contributions from acquisitions (J) 24,213 9,535 21,348 4,948 1,480 6,717 1,280 9,500 Pro Forma Adjusted EBITDA 639,667$ 675,231$ 588,269$ 324,319$ 301,239$ 302,386$ 200,538$ 197,729$ Net Sales $5,501,907 $5,329,252 $4,634,875 $3,298,823 $3,241,307 $3,116,032 $2,511,469 $2,319,146 Adjusted EBITDA margin (as reported) 11.2% 12.5% 12.2% 9.7% 9.2% 9.5% 7.9% 8.1%

16 Income Before Taxes to Adjusted Net Income Reconciliation Commentary A. Depreciation and amortization from the increase in value of certain long - term assets associated with the April 1, 2014 acquisition of the predecessor company and amortization of intangible assets from the acquisitions of Titan, Westside Building Materials, AMES Taping Tools, and Kamco Supply Corporation B. Normalized cash tax rate determined based on our estimated taxes excluding the impact of purchase accounting and certain other deferred tax amounts ($ in 000s) 4Q24 4Q23 (Unaudited) Income before taxes 83,067$ 98,383$ EBITDA adjustments 8,823 7,849 Write-off of debt discount and deferred financing fees 674 - Purchase accounting depreciation and amortization (A) 12,243 11,111 Adjusted pre-tax income 104,807 117,343 Adjusted income tax expense 26,726 28,749 Adjusted net income 78,081$ 88,594$ Effective tax rate (B) 25.5% 24.5% Weighted average shares outstanding: Basic 39,830 41,239 Diluted 40,539 41,913 Adjusted net income per share: Basic 1.96$ 2.15$ Diluted 1.93$ 2.11$

17 Reported SG&A to Adjusted SG&A Reconciliation Commentary A. Represents changes in the fair value of stock appreciation rights B. Represents changes in the fair value of noncontrolling interests C. Represents non - cash equity - based compensation expense related to the issuance of share - based awards D. Represents severance expenses and certain other cost adjustments as permitted under the ABL Facility and the Term Loan Facility E. Represents one - time costs related to acquisitions paid to third parties F. Includes gains and losses from the sale and disposal of assets G. Represents expenses paid to third party advisors related to debt refinancing activities (Unaudited) 1Q23 2Q23 3Q23 4Q23 FY2023 1Q24 2Q24 3Q24 3Q24 FY2024 ($ in millions) SG&A - Reported 267.7$ 279.0$ 267.4$ 279.8$ 1,093.8$ 286.8$ 300.9$ 295.7$ 315.5$ 1,198.9$ Adjustments Stock appreciation rights (A) (2.3) (3.2) (0.3) (1.8) (7.7) (1.2) (0.4) (1.8) (2.0) (5.4) Redeemable noncontrolling interests (B) (0.5) (0.3) (0.4) 0.0 (1.2) (0.5) (0.2) (0.5) (0.3) (1.4) Equity-based compensation (C) (3.1) (3.8) (3.3) (3.0) (13.2) (3.3) (5.1) (3.6) (3.6) (15.6) Severance and other permitted costs (D) (0.4) (0.4) 0.3 (2.4) (2.9) (0.4) (0.9) (1.0) (0.3) (2.6) Transaction costs (acquisition and other) (E) (0.4) (0.3) (0.5) (0.8) (2.0) (1.4) (1.2) (0.8) (1.5) (4.9) Gain (loss) on disposal of assets (F) 0.3 (0.1) 0.4 0.8 1.4 0.1 0.3 0.2 0.1 0.7 Debt transaction costs (G) - - - (0.2) (0.2) (0.9) (0.4) (0.0) 0.0 (1.3) SG&A - Adjusted 261.3$ 270.9$ 263.6$ 272.4$ 1,068.1$ 279.2$ 293.0$ 288.3$ 307.9$ 1,168.4$ Net Sales 1,359.6$ 1,431.0$ 1,234.6$ 1,304.1$ 5,329.3$ 1,409.6$ 1,420.9$ 1,258.3$ 1,413.0$ 5,501.9$ Adjusted SG&A Margin 19.2% 18.9% 21.4% 20.9% 20.0% 19.8% 20.6% 22.9% 21.8% 21.2%

18 Leverage Summary (1) Net of unamortized discount of $0.3mm, $2.5mm, $2.4mm, $2.3mm and $2.0mm as of April 30, 2023, July 31, 2023, October 31, 202 3, January 31, 2024, and April 2024 respectively. (2) Net of deferred financing costs of $2.1mm, $4.1mm, $3.9mm, $3.8mm and $4.4mm as of April 30, 2023, July 31, 2023, October 31, 20 23, January 31, 2024, and April 2024 respectively. (3) Net of deferred financing costs of $4.1mm, $3.9mm, $3.8mm, $3.6mm and $3.4mm as of April 30, 2023, July 31, 2023, October 31, 20 23, January 31, 2024, and April 2024 respectively. (4) Net of unamortized discount of $0.1mm and $0.1mm as of April 30, 2023 and July 31, 2023 respectively. (5) For a reconciliation Pro Forma Adjusted EBITDA to net income, the most directly comparable GAAP metric, see Appendix ($ mm) 4/30/23 7/31/23 10/31/23 1/31/24 4/30/24 LTM LTM LTM LTM LTM Cash and cash equivalents $165 $81 $77 $88 $166 Revolving Credit Facilities $110 $113 $81 $29 $270 First Lien Term Loan (1) (2) 497 493 494 493 491 Senior Notes (3) 346 346 346 346 347 Capital Lease Obligations 137 136 150 158 169 Installment Notes & Other (4) 8 13 6 4 4 Total Debt $1,099 $1,102 $1,076 $1,031 $1,281 Total Net Debt $934 $1,021 $1,000 $942 $1,114 PF Adj. EBITDA (5) $675 $678 $647 $629 $640 Total Debt / PF Adj. EBITDA 1.6x 1.6x 1.7x 1.6x 2.0x Net Debt / PF Adj. EBITDA 1.4x 1.5x 1.5x 1.5x 1.7x

19 Adjusted Gross Profit Reconciliation

20 Net Income to Adjusted EBITDA Outlook Reconciliation Q1 FY25 Net Income $77 - $79 Interest expense, net 18.6 - 19.2 Provision for income taxes 26.1 - 26.9 Depreciation and amortization expense 35.2 - 36.3 Other Adjustments 3.0 Adjusted EBITDA $160 - $165 $ in millions

Cover	Jun. 20, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 20, 2024
Entity File Number	001-37784
Entity Registrant Name	GMS INC.
Entity Central Index Key	0001600438
Entity Tax Identification Number	46-2931287
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	100 Crescent Centre Parkway
Entity Address, Address Line Two	Suite 800
Entity Address, City or Town	Tucker
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30084
City Area Code	800
Local Phone Number	392-4619
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	GMS
Security Exchange Name	NYSE
Entity Emerging Growth Company	false