GMS Inc. - Quarter Report: 2022 October (Form 10-Q)

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, 2022

☐ 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 41,622,050 shares of the registrant’s common stock, par value $0.01 per share, outstanding as of November 30, 2022.

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	39
Item 4	Controls and Procedures	39

PART II	Other Information	40
Item 1	Legal Proceedings	40
Item 1A	Risk Factors	40
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 3	Defaults Upon Senior Securities	41
Item 4	Mine Safety Disclosures	41
Item 5	Other Information	41
Item 6	Exhibits	42
Signatures		43

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 the growth of or other future developments relating to our various markets, and statements about our expectations, beliefs, plans, strategies, objectives, prospects, assumptions or future events or performance 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, 2022, 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:

•the ongoing effects of the COVID-19 pandemic and other widespread public health crises on our business, industry and results of operations;

•general business, financial market and economic conditions, including inflation and deflation, rising interest rates, supply chain disruptions, labor shortages and capital market volatility;

•our dependency upon the cyclical commercial and residential construction markets, both new and repair and remodeling, including any impact from the developing slow-down in single-family construction;

•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, including fluctuations caused by geopolitical conflicts, 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 making 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 drive improved productivity and profitability, including managing operating costs and achieving productivity initiatives;

•the potential loss of any significant customers, a reduction of the quantity of products our customers purchase or inability to pay;

•our ability to renew leases for our facilities on favorable 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;

•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, 2022		April 30, 2022
Assets
Current assets:
Cash and cash equivalents	$	124,201	$	101,916
Trade accounts and notes receivable, net of allowances of $10,751 and $9,346, respectively	872,882		750,046
Inventories, net	576,388		550,953
Prepaid expenses and other current assets	23,191		20,212
Total current assets	1,596,662		1,423,127
Property and equipment, net of accumulated depreciation of $245,974 and $227,288, respectively	362,983		350,679
Operating lease right-of-use assets	149,544		153,271
Goodwill	690,288		695,897
Intangible assets, net	411,200		454,747
Deferred income taxes	21,168		17,883
Other assets	14,100		8,795
Total assets	$	3,245,945	$	3,104,399
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	366,143	$	367,315
Accrued compensation and employee benefits	90,253		107,925
Other accrued expenses and current liabilities	137,404		127,938
Current portion of long-term debt	47,618		47,605
Current portion of operating lease liabilities	39,349		38,415
Total current liabilities	680,767		689,198
Non-current liabilities:
Long-term debt, less current portion	1,166,544		1,136,585
Long-term operating lease liabilities	108,762		112,161
Deferred income taxes, net	47,625		46,802
Other liabilities	58,308		55,155
Total liabilities	2,062,006		2,039,901
Commitments and contingencies
Stockholders' equity:
Common stock, par value $0.01 per share, 500,000 shares authorized; 41,851 and 42,773 shares issued and outstanding as of October 31, 2022 and April 30, 2022, respectively	418		428
Preferred stock, par value $0.01 per share, 50,000 shares authorized; 0 shares issued and outstanding as of October 31, 2022 and April 30, 2022	—		—
Additional paid-in capital	477,558		522,136
Retained earnings	740,600		547,977
Accumulated other comprehensive loss	(34,637)		(6,043)
Total stockholders' equity	1,183,939		1,064,498
Total liabilities and stockholders' equity	$	3,245,945	$	3,104,399

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,
	2022		2021		2022		2021
Net sales	$	1,430,979	$	1,150,551	$	2,790,532	$	2,192,627
Cost of sales (exclusive of depreciation and amortization shown separately below)	966,479		778,681		1,891,311		1,484,924
Gross profit	464,500		371,870		899,221		707,703
Operating expenses:
Selling, general and administrative	278,994		230,531		546,683		444,612
Depreciation and amortization	32,226		29,403		64,666		57,117
Total operating expenses	311,220		259,934		611,349		501,729
Operating income	153,280		111,936		287,872		205,974
Other (expense) income:
Interest expense	(16,055)		(14,744)		(30,716)		(28,401)

Other income, net	1,923		938		3,492		1,730
Total other expense, net	(14,132)		(13,806)		(27,224)		(26,671)
Income before taxes	139,148		98,130		260,648		179,303
Provision for income taxes	35,995		23,769		68,025		43,740
Net income	$	103,153	$	74,361	$	192,623	$	135,563
Weighted average common shares outstanding:
Basic	42,232		43,135		42,390		43,112
Diluted	42,887		43,894		43,102		43,933
Net income per common share:
Basic	$	2.44	$	1.72	$	4.54	$	3.14
Diluted	$	2.41	$	1.69	$	4.47	$	3.09
Comprehensive income
Net income	$	103,153	$	74,361	$	192,623	$	135,563
Foreign currency translation adjustments	(34,585)		4,114		(31,943)		(4,119)
Changes in other comprehensive income, net of tax	1,130		3,289		3,349		5,251
Comprehensive income	$	69,698	$	81,764	$	164,029	$	136,695

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, 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


	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Stockholders' Equity
	Shares	Amount
Balances as of April 30, 2021	43,073	$	431	$	542,737	$	274,535	$	4,759	$	822,462
Net income	—	—		—		61,202		—		61,202
Foreign currency translation adjustments	—	—		—		—		(8,233)		(8,233)
Other comprehensive income, net of tax	—	—		—		—		1,962		1,962
Repurchase and retirement of common stock	(85)	(1)		(3,854)		—		—		(3,855)
Equity-based compensation	—	—		1,958		—		—		1,958
Exercise of stock options	44	1		862		—		—		863
Vesting of restricted stock units	8	—		—		—		—		—
Tax withholding related to net share settlements of equity awards	—	—		(256)		—		—		(256)
Issuance of common stock pursuant to employee stock purchase plan	43	—		1,140		—		—		1,140
Balances as of July 31, 2021	43,083	431		542,587		335,737		(1,512)		877,243
Net income	—	—		—		74,361		—		74,361
Foreign currency translation adjustments	—	—		—		—		4,114		4,114
Other comprehensive income, net of tax	—	—		—		—		3,289		3,289
Repurchase and retirement of common stock	(195)	(2)		(9,267)		—		—		(9,269)
Equity-based compensation	—	—		3,215		—		—		3,215
Exercise of stock options	52	1		976		—		—		977
Vesting of restricted stock units	112	1		(1)		—		—		—
Tax withholding related to net share settlements of equity awards	—	—		(2,579)		—		—		(2,579)
Balances as of October 31, 2021	43,052	$	431	$	534,931	$	410,098	$	5,891	$	951,351

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,
	2022		2021
Cash flows from operating activities:
Net income	$	192,623	$	135,563
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	64,666		57,117
Amortization of debt discount and debt issuance costs	802		1,392
Equity-based compensation	13,322		7,951
Gain on disposal of assets	(203)		(222)
Deferred income taxes	(2,925)		(718)
Other items, net	4,662		1,682
Changes in assets and liabilities net of effects of acquisitions:
Trade accounts and notes receivable	(133,445)		(147,359)
Inventories	(32,270)		(168,519)
Prepaid expenses and other assets	(4,913)		(216)
Accounts payable	3,821		16,608
Accrued compensation and employee benefits	(17,859)		(3,561)
Other accrued expenses and liabilities	14,580		23,187
Cash provided by (used in) operating activities	102,861		(77,095)
Cash flows from investing activities:
Purchases of property and equipment	(21,670)		(16,119)
Proceeds from sale of assets	896		466
Acquisition of businesses, net of cash acquired	(2,620)		(124,976)
Cash used in investing activities	(23,394)		(140,629)
Cash flows from financing activities:
Repayments on revolving credit facilities	(251,247)		(442,442)
Borrowings from revolving credit facilities	280,113		583,233
Payments of principal on long-term debt	(2,555)		(2,555)
Payments of principal on finance lease obligations	(16,450)		(15,154)
Repurchases of common stock	(49,571)		(13,124)
Payment of acquisition holdback liability	(13,500)		—
Proceeds from exercises of stock options	701		1,840
Payments for taxes related to net share settlement of equity awards	(3,960)		(2,835)
Other financing activities	1,329		1,140
Cash (used in) provided by financing activities	(55,140)		110,103
Effect of exchange rates on cash and cash equivalents	(2,042)		(81)
Increase (decrease) in cash and cash equivalents	22,285		(107,702)
Cash and cash equivalents, beginning of period	101,916		167,012
Cash and cash equivalents, end of period	$	124,201	$	59,310
Supplemental cash flow disclosures:
Cash paid for income taxes	$	60,792	$	37,784
Cash paid for interest	29,268		17,596

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 wholly owned operating subsidiaries, operates a network of approximately 300 distribution centers with extensive product offerings of wallboard, ceilings, steel framing and complementary construction products. The Company also operates approximately 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, 2022.

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 (loss). 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. 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, 2022		April 30, 2022
	(in thousands)
Medical self‑insurance	$	4,128	$	3,371
General liability, automobile and workers’ compensation	28,197		21,707
Expected recoveries for insurance liabilities	(9,099)		(4,973)

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.

Recently Issued Accounting Pronouncements

Reference Rate Reform – In March 2020, the Financial Accounting Standards Board (“FASB”) issued new guidance to temporarily ease the potential burden in accounting for reference rate reform. The guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rates that are expected to be discontinued, such as the London Interbank Offered Rate (“LIBOR”). The guidance was effective upon issuance and generally can be applied through December 31, 2022. However, the new guidance is not applicable to contract modifications made, and hedging relationships entered into or evaluated after, December 31, 2022. The Company is adopting this guidance when its relevant contracts are modified to alternative reference rates. The Company does not expect the adoption to have a material impact on its consolidated financial statements.

Business Combinations – In October 2021, the FASB issued new guidance which requires the recognition and measurement of contract assets and contract liabilities acquired in a business combination in accordance with Accounting Standards Code 606, "Revenue from Contracts with Customers." This creates an exception to the general recognition and measurement principles in existing business combination guidance. The new guidance is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The amendments in this new guidance should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.

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.

Westside Acquisition

During the six months ended October 31, 2022, the Company settled its $13.5 million holdback liability related to the acquisition of Westside Building Material (“Westside”) in accordance with the terms of the purchase agreement. The holdback liability was for general representations and warranties of the sellers and was settled 15 months after the acquisition date.

Fiscal 2023 Acquisition

On June 1, 2022, the Company acquired certain assets of Construction Supply of Southwest Florida, Inc. (“CSSWF”). CSSWF is a distributor of various stucco, building and waterproofing supplies serving markets in the southwest Florida area. The impact of this acquisition is not material to the Company’s Consolidated Financial Statements.

GMS Inc.

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

Pro Forma Financial Information

The following table presents the unaudited pro forma consolidated net sales and net income for the Company for the period indicated:


	Three Months		Six Months
	Ended		Ended
	October 31, 2021		October 31, 2021

	(in thousands)
Net sales	$	1,170,557	$	2,269,667
Net income	75,369		142,425

On July 1, 2021, the Company acquired substantially all the assets of Westside. On December 1, 2021, the Company acquired Ames Taping Tools Holding LLC (“Ames”). The above pro forma results have been calculated by combining the historical results of the Company, Westside and Ames as if the acquisitions of Westside and Ames had occurred on May 1, 2021, the first day of the comparable prior reporting period presented. The pro forma results include estimates for intangible asset amortization, depreciation, interest expense and income taxes. The pro forma information is not necessarily indicative of the results that would have been achieved had the transactions occurred on the first day of each of the periods presented or that may be achieved in the future. See Note 2, "Business Combinations," in the Company's Annual Report on Form 10-K for the year ended April 30, 2022 for more information regarding these acquisitions.

3. Accounts Receivable

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


	October 31, 2022		April 30, 2022
	(in thousands)
Trade receivables	$	743,227	$	675,724
Other receivables	140,406		83,668
Allowance for expected credit losses	(5,750)		(5,087)
Other allowances	(5,001)		(4,259)
Trade accounts and notes receivable	$	872,882	$	750,046

The following table presents the change in the allowance for expected credit losses during the six months ended October 31, 2022:


	(in thousands)
Balance as of April 30, 2022	$	5,087
Provision	1,588
Other	(925)
Balance as of October 31, 2022	$	5,750

Receivables from contracts with customers, net of allowances, were $732.5 million and $666.4 million as of October 31, 2022 and April 30, 2022, respectively. The Company did not have material amounts of contract assets or liabilities as of October 31, 2022 or April 30, 2022.

GMS Inc.

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

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, 2022	$	762,424	$	(66,527)	$	695,897
Goodwill recognized from acquisitions	685		—		685
Acquisition accounting adjustments from prior period	701		—		701
Translation adjustment	(9,934)		2,939		(6,995)
Balance as of October 31, 2022	$	753,876	$	(63,588)	$	690,288

During the six months ended October 31, 2022, the Company recorded measurement period adjustments related to its Westside and Ames acquisitions.

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, 2022
			Gross Carrying Amount		Accumulated Amortization		Net Carrying Value
	(dollars in thousands)
Customer relationships	5-16	12.5	$	653,601	$	(404,362)	$	249,239
Definite-lived tradenames	5-20	15.6	95,527		(22,153)		73,374
Vendor agreements	8-10	10.0	1,000		(525)		475
Developed technology	5-10	6.9	8,183		(4,890)		3,293
Other	3-5	3.5	1,821		(1,369)		452
Definite-lived intangible assets			$	760,132	$	(433,299)	$	326,833
Indefinite-lived intangible assets							84,367
Total intangible assets, net							$	411,200


	Estimated Useful Lives (years)	Weighted Average Amortization Period	April 30, 2022
			Gross Carrying Amount		Accumulated Amortization		Net Carrying Value
	(dollars in thousands)
Customer relationships	5-16	12.5	$	669,018	$	(381,650)	$	287,368
Definite-lived tradenames	5-20	15.6	97,453		(19,496)		77,957
Vendor agreements	8-10	10.0	1,000		(475)		525
Developed technology	5-10	6.8	8,471		(4,462)		4,009
Other	3-5	3.6	1,761		(1,240)		521
Definite-lived intangible assets			$	777,703	$	(407,323)	$	370,380
Indefinite-lived intangible assets							84,367
Total intangible assets, net							$	454,747

Amortization expense related to definite-lived intangible assets was $17.2 million and $15.7 million for the three months ended October 31, 2022 and 2021, respectively, and $34.6 million and $30.5 million for the six months ended October 31, 2022 and 2021, 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)
2023 (remaining six months)	$	31,093
2024	54,530
2025	45,657
2026	38,541
2027	33,480
Thereafter	123,532
Total	$	326,833

The Company’s indefinite-lived intangible assets as of October 31, 2022 and April 30, 2022 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, 2022		April 30, 2022
	(in thousands)
Term Loan Facility	$	502,058	$	504,613
Unamortized discount and deferred financing costs on Term Loan Facility	(3,003)		(3,581)
Senior Notes	350,000		350,000
Unamortized discount and deferred financing costs on Senior Notes	(4,514)		(4,836)
ABL Facility	240,000		211,134
Finance lease obligations	126,480		120,138
Installment notes at fixed rates up to 5.0%, due in monthly and annual installments through 2025	3,347		7,086
Unamortized discount on installment notes	(206)		(364)

Carrying value of debt	1,214,162		1,184,190
Less current portion	47,618		47,605
Long-term debt	$	1,166,544	$	1,136,585

Term Loan Facility

The Company has a 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, with the remaining balance due in June 2025. The Term Loan Facility bears interest at a floating rate based on LIBOR plus 2.50%, with a 0% floor. As of October 31, 2022, the applicable rate of interest was 5.62%. The Company has interest rate swap 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."

Senior Notes

The Company has senior unsecured notes due May 2029 (the "Senior Notes"). 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.

Asset Based Lending Facility

The Company has an asset based revolving credit facility (the “ABL Facility”) that provides for aggregate revolving commitments of $545.0 million as of October 31, 2022. 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, 2022, at the Company’s option, the interest rates applicable to the loans under the ABL Facility were based on the Secured Overnight Financing Rate ("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, 2022, the weighted average interest rate on borrowings was 5.01%.

As of October 31, 2022, the Company had available borrowing capacity of approximately $271.8 million under the ABL Facility. The ABL Facility matures on September 30, 2024 unless the individual affected lenders agree to extend the maturity of their respective loans under the ABL Facility upon the Company’s request and without the consent of any other lender. The ABL Facility contains a cross default provision with the Term Loan Facility.

GMS Inc.

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

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, 2022, 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 affirmative covenants, including financial and other reporting requirements. The Company was in compliance with all such covenants as of October 31, 2022.

Canadian Revolving Credit Facility

Through one of its Canadian subsidiaries, the Company has a revolving credit facility (the “Canadian Facility”) that provides for aggregate revolving commitments of $22.0 million ($30.0 million Canadian dollars). The Canadian Facility bears interest at the Canadian prime rate plus a marginal rate based on the level determined by WSB Titan’s total debt to EBITDA ratio at the end of the most recently completed fiscal quarter or year. As of October 31, 2022, the Company had available borrowing capacity of approximately $22.0 million under the Canadian Facility. The Canadian Facility matures on January 12, 2026.

Debt Maturities

As of October 31, 2022, 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)
2023 (remaining six months)	$	2,555	$	—	$	—	$	20,396	$	529	$	23,480
2024	5,110		—		—		36,092		1,881		43,083
2025	5,110		—		240,000		26,697		937		272,744
2026	489,283		—		—		19,948		—		509,231
2027	—		—		—		13,682		—		13,682
Thereafter	—		350,000		—		9,665		—		359,665
	$	502,058	$	350,000	$	240,000	$	126,480	$	3,347	$	1,221,885

6. Leases

The components of lease expense were as follows:


	Three Months Ended October 31,				Six Months Ended October 31,
	2022		2021		2022		2021
	(in thousands)
Finance lease cost:
Amortization of right-of-use assets	$	5,979	$	5,564	$	11,797	$	11,156
Interest on lease liabilities	1,739		2,123		3,561		4,424
Operating lease cost	13,008		11,314		25,979		22,327
Variable lease cost	5,677		4,629		11,580		8,552
Total lease cost	$	26,403	$	23,630	$	52,917	$	46,459

GMS Inc.

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

Supplemental cash flow information related to leases was as follows:


	Six Months Ended October 31,
	2022		2021
	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	29,905	$	22,727
Operating cash flows from finance leases	3,561		4,424
Financing cash flows from finance leases	16,450		15,154
Right-of-use assets obtained in exchange for lease obligations
Operating leases	19,268		29,145
Finance leases	26,638		13,034

Other information related to leases was as follows:


	October 31, 2022			April 30, 2022
	(in thousands)
Finance leases included in property and equipment
Property and equipment	$	209,777		$	193,380
Accumulated depreciation	(61,775)			(57,363)
Property and equipment, net	$	148,002		$	136,017
Weighted-average remaining lease term (years)
Operating leases	4.6			4.6
Finance leases	3.5			3.7
Weighted-average discount rate
Operating leases	4.6		%	4.7		%
Finance leases	4.9		%	4.2		%

Future minimum lease payments under non-cancellable leases as of October 31, 2022 were as follows:


	Finance		Operating
Year Ending April 30,	(in thousands)
2023 (remaining six months)	$	23,487	$	21,572
2024	40,194		45,439
2025	29,203		34,919
2026	21,451		23,260
2027	14,463		13,988
Thereafter	9,972		26,275
Total lease payments	138,770		165,453
Less imputed interest	12,290		17,342
Total	$	126,480	$	148,111

GMS Inc.

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

7. Income Taxes

General. The Company’s effective income tax rate on continuing operations was 26.1% and 24.4% for the six months ended October 31, 2022 and 2021, 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, 2022 was primarily due to the impact of foreign and state taxes. The difference in the effective income tax rate over the U.S. federal statutory rate for the six months ended October 31, 2021 was primarily due to the impact of state taxes, foreign tax rates and a change in the valuation allowance.

Valuation allowance. The Company had a valuation allowance of $11.5 million and $11.7 million against its deferred tax assets related to certain U.S. tax jurisdictions as of October 31, 2022 and April 30, 2022, 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, 2022 or April 30, 2022.

8. Stockholders’ Equity

Share Repurchases

On June 20, 2022, the Company's Board of Directors approved an expanded share repurchase program under which the Company is authorized to repurchase up to $200.0 million of its outstanding common stock. This expanded program replaced the Company’s previous share repurchase authorization of $75.0 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.

The Company repurchased approximately 1.1 million shares of its common stock for $49.6 million during the six months ended October 31, 2022, of which $10.8 million was repurchased under the previous authorization and $38.8 million was repurchased under the new authorization. The Company repurchased approximately 0.3 million shares of its common stock for $13.1 million during the six months ended October 31, 2021. As of October 31, 2022, the Company had $161.2 million of remaining repurchase authorization under its stock repurchase program.

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, 2022:


	Foreign Currency Translation		Derivative Financial Instruments		Accumulated Other Comprehensive Loss
	(in thousands)
Balance as of April 30, 2022	$	(5,041)	$	(1,002)	$	(6,043)
Other comprehensive income (loss) before reclassification	(31,943)		4,450		(27,493)
Reclassification to earnings from accumulated other comprehensive loss	—		(1,101)		(1,101)
Balance as of October 31, 2022	$	(36,984)	$	2,347	$	(34,637)

Other comprehensive income (loss) before reclassification on derivative instruments for the six months ended October 31, 2022 is net of $1.4 million of tax. Reclassification to earnings from accumulated other comprehensive loss is net of $0.4 million of tax.

GMS Inc.

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

9. Equity-Based Compensation

General

Equity-based compensation expense related to stock options and restricted stock units was $6.5 million and $4.8 million during the six months ended October 31, 2022 and 2021, respectively, and is included in selling, general and administrative expenses in the Condensed Consolidated Statements of Operations and Comprehensive Income.

Stock Option Awards

The following table presents stock option activity for the six months ended October 31, 2022:


	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, 2022	1,245	$	25.65	6.4	$	28,121
Options granted	184	53.60
Options exercised	(91)	15.92
Options forfeited	(2)	31.34
Outstanding as of October 31, 2022	1,336	$	30.16	6.6	$	24,482
Exercisable as of October 31, 2022	913	$	23.08	5.5	$	22,128
Vested and Expected to vest as of October 31, 2022	1,334	$	30.14	6.6	$	24,467

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, 2022 and 2021 was $2.6 million and $2.8 million, respectively. As of October 31, 2022, there was $7.1 million of total unrecognized compensation cost related to stock options. That cost is expected to be recognized over a weighted-average period of 2.2 years.

The fair value of stock options granted during the six months ended October 31, 2022 and 2021 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,
	2022			2021
Volatility	45.80		%	42.42		%
Expected life (years)	6.0			6.0
Risk-free interest rate	2.67		%	0.85		%
Dividend yield	—		%	—		%
Grant date fair value	$	25.26		$	20.24

GMS Inc.

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

Restricted Stock Units

The following table presents restricted stock unit activity for the six months ended October 31, 2022:


	Number of Restricted Stock Units	Weighted Average Grant Date Fair Value
	(shares in thousands)
Outstanding as of April 30, 2022	330	$	35.83
Granted	201	53.72
Vested	(164)	32.83
Forfeited	(2)	44.04
Outstanding as of October 31, 2022	365	$	46.96

As of October 31, 2022, there was $10.4 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 2.1 years.

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 $0.4 million and $0.4 million of stock-based compensation expense related to the ESPP during the six months ended October 31, 2022 and 2021, 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,
	2022		2021
	(in thousands)
Number of shares purchased under the ESPP	33		43
Average purchase price	$	40.05	$	26.36

GMS Inc.

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

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, 2022	$	30,878	$	2,205	$	11,026
Amounts redeemed	(297)		—		—
Change in fair value	5,574		122		713
Balance as of October 31, 2022	$	36,155	$	2,327	$	11,739

Classified as current as of April 30, 2022	$	1,532	$	—	$	—
Classified as long-term as of April 30, 2022	29,346		2,205		11,026

Classified as current as of October 31, 2022	$	7,706	$	520	$	2,602
Classified as long-term as of October 31, 2022	28,449		1,807		9,137

Total expense related to these instruments was $6.4 million and $2.8 million during the six months ended October 31, 2022 and 2021, 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, 2022 for more information regarding stock appreciation rights, deferred compensation and redeemable noncontrolling interests.

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, 2022		April 30, 2022
	(in thousands)
Interest rate swaps (Level 2)	$	3,300	$	(1,136)

The Company has interest rate swap agreements with a notional amount of $500.0 million to convert the variable interest rate on a portion of its Term Loan Facility to a fixed 1-month LIBOR interest rate of 2.46%. The contracts were effective on February 28, 2019 and terminate on February 28, 2023. The objective of the interest rate swap agreements is to eliminate the variability of interest payment cash flows associated with variable interest rates. 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 as cash flow hedges.

As of October 31, 2022, the interest rate swap assets were classified in prepaid expenses and other current assets in the Condensed Consolidated Balance Sheet. As of April 30, 2022, the interest rate swap liabilities were classified in other accrued expenses and current liabilities in the Condensed Consolidated Balance Sheet. The Company recognized gains, net of tax, of $0.1 million and losses, net of tax, of $2.3 million during the three months ended October 31, 2022 and 2021, respectively, related to its interest rate swaps. The Company recognized losses, net of tax, of $1.1 million and $4.5 million during the six months ended October 31, 2022 and 2021, respectively. These amounts are 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, 2022, the Company expects that approximately $3.3

GMS Inc.

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

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 swaps 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 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, 2022 or 2021.

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 approximates their fair value as the interest rates are variable and reflective of market rates. The following table presents the carrying value and fair value of the Company’s Senior Notes:


	October 31, 2022				April 30, 2022
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(in thousands)
Senior Notes	$	350,000	$	274,750	$	350,000	$	310,625

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, 2022. For more information regarding the Company's reportable segments, see Note 17, "Segments," in the Company's Annual Report on Form 10-K for the year ended April 30, 2022.

Segment Results

The following tables present segment results:


	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


	Three Months Ended October 31, 2021
	Net Sales		Gross Profit		Depreciation and Amortization		Adjusted EBITDA
	(in thousands)
Geographic divisions	$	1,140,652	$	367,920	$	28,990	$	147,923
Other	9,899		3,950		88		1,616
Corporate	—		—		325		—
	$	1,150,551	$	371,870	$	29,403	$	149,539

GMS Inc.

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


	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


	Six Months Ended October 31, 2021
	Net Sales		Gross Profit		Depreciation and Amortization		Adjusted EBITDA
	(in thousands)
Geographic divisions	$	2,173,040	$	700,605	$	56,418	$	274,940
Other	19,587		7,098		176		2,678
Corporate	—		—		523		—
	$	2,192,627	$	707,703	$	57,117	$	277,618

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


	Three Months Ended October 31,				Six Months Ended October 31,
	2022		2021		2022		2021
	(in thousands)
Net income	$	103,153	$	74,361	$	192,623	$	135,563
Interest expense	16,055		14,744		30,716		28,401
Interest income	(154)		(27)		(210)		(27)
Provision for income taxes	35,995		23,769		68,025		43,740
Depreciation expense	15,058		13,703		30,051		26,628
Amortization expense	17,168		15,700		34,615		30,489
Stock appreciation rights(a)	3,230		983		5,574		1,875
Redeemable noncontrolling interests and deferred compensation(b)	340		593		835		903
Equity-based compensation(c)	3,781		3,215		6,913		5,173
Severance and other permitted costs(d)	379		249		731		396
Transaction costs (acquisitions and other)(e)	292		2,393		678		2,968
Loss (gain) on disposal of assets(f)	81		(144)		(203)		(222)
Effects of fair value adjustments to inventory(g)	135		—		179		1,731

Adjusted EBITDA	$	195,513	$	149,539	$	370,527	$	277,618

__________________________________________

(a)Represents changes in the fair value of stock appreciation rights.

(b)Represents changes in the fair values of noncontrolling interests and deferred compensation agreements.

(c)Represents non-cash equity-based compensation expense related to the issuance of share-based awards.

(d)Represents severance expenses and other costs permitted in the calculation of Adjusted EBITDA under the ABL Facility and the Term Loan Facility.

(e)Represents costs related to acquisitions paid to third parties.

(f)Includes gains and losses from the sale and disposal of assets.

GMS Inc.

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

(g)Represents the non-cash cost of sales impact of acquisition accounting adjustments to increase inventory to its estimated fair value.

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,
	2022		2021		2022		2021
	(in thousands)
Wallboard	$	584,557	$	414,522	$	1,106,111	$	804,657
Ceilings	159,601		140,866		326,876		278,937
Steel framing	278,152		272,000		553,048		468,276
Complementary products	408,669		323,163		804,497		640,757
Total net sales	$	1,430,979	$	1,150,551	$	2,790,532	$	2,192,627

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,
	2022		2021		2022		2021
	(in thousands)
United States	$	1,252,324	$	988,103	$	2,440,195	$	1,850,893
Canada	178,655		162,448		350,337		341,734
Total net sales	$	1,430,979	$	1,150,551	$	2,790,532	$	2,192,627

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


	October 31, 2022		April 30, 2022
	(in thousands)
United States	$	326,930	$	311,061
Canada	36,053		39,618
Total property and equipment, net	$	362,983	$	350,679

GMS Inc.

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

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,
	2022		2021		2022		2021
	(in thousands, except per share data)
Net income	$	103,153	$	74,361	$	192,623	$	135,563
Basic earnings per common share:
Basic weighted average common shares outstanding	42,232		43,135		42,390		43,112
Basic earnings per common share	$	2.44	$	1.72	$	4.54	$	3.14
Diluted earnings per common share:
Basic weighted average common shares outstanding	42,232		43,135		42,390		43,112
Add: Common Stock Equivalents	655		759		712		821
Diluted weighted average common shares outstanding	42,887		43,894		43,102		43,933
Diluted earnings per common share	$	2.41	$	1.69	$	4.47	$	3.09

During the three and six months ended October 31, 2022 and 2021, 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, 2022.

Overview

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

Market Conditions and Outlook

Residential

Since mid-2020, we have experienced strong underlying demand for our residential products. We believe this has been driven by a combination of factors including favorable demographics, periods of historically low interest rates, low levels of supply of new and existing homes for sale, a strong job market, and changes in workplace habits and preferences resulting from COVID-19. The recent uptick in affordability concerns, including inflation and higher mortgage rates, along with broader macroeconomic and geopolitical concerns, has resulted in a slowdown in residential single-family starts, which creates some level of uncertainty in the medium term. While we expect a year-over-year decline in single-family starts for our products to materialize, a backlog of work in process remains in certain markets and the specific timing, extent and duration of such decline is uncertain. We expect strength in multi-family residential to continue through at least the remainder of the fiscal year as multi-family starts continue to increase and there remains a large backlog between starts and completions in that industry segment.

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 that market in the longer term, despite the currently developing slowdown. In addition, we believe the Company continues to be well-positioned due to our broad mix of customers, including commercial, multi-family and single-family builders and contractors, as well as our wide breadth of product offerings, to adjust as needed to meet demand in all of our end markets.

Commercial

Demand for commercial projects was severely impacted by COVID-19 and has been slow to recover in certain sectors. However, we are starting to see some improvement, including stronger year-over-year commercial wallboard sales and volumes. Construction to support medical, hospitality and governmental projects has started to rebound, particularly where commercial development has followed residential expansion. Larger office projects, both new and for repair and remodeling (“R&R”), however, 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, building products and other miscellaneous expenses.

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).

•Grow Complementary Products. We are focused on growing our complementary product lines (insulation, lumber, ready-mix joint compound, tools, fasteners, EIFS and various other construction products) to better serve our customers and diversify and expand our product offerings while driving higher sales and margins.

•Platform Expansion. 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 distribution centers is to further penetrate markets that are adjacent to our existing operations. Typically, we have pre-existing customer relationships in these markets but need a new location to fully capitalize on those relationships.

◦Acquisitions. We also have a proven history of consummating acquisitions in new and contiguous markets and intend to continue to pursue acquisitions. 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 expect to continue to capture profitable market share in our existing footprint by delivering industry-leading customer service.

COVID-19 Update

We continue to actively monitor the ongoing impacts of COVID-19 and its contributory effects on the economy and on our business. We will continue to implement, as deemed necessary or advisable, procedures and processes to protect the health and safety of our employees, customers, partners and suppliers.

We may take actions that alter our business operations if required by federal, state, provincial or local authorities or that we determine are in the best interests of our employees, customers, suppliers and stockholders. Furthermore, while COVID-19 had a limited impact on our financial results and operations during the three and six months ended October 31, 2022, there is no guarantee that COVID-19 or its contributory effects on the economy will not have a material impact on our future financial results or operations. See Item 1A, “Risk Factors,” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the fiscal year ended April 30, 2022 for a discussion of risks which could have a material adverse effect on our operations and financial results and for more information regarding the impact of COVID-19 and our response.

Highlights

Key highlights in our business during the six months ended October 31, 2022 are described below:

•Generated net sales of $2,790.5 million during the six months ended October 31, 2022, a 27.3% increase from the prior year period, primarily due to inflationary pricing along with active residential construction and an improving commercial landscape, both of which helped drive volume growth in wallboard, ceilings and complementary products. We also benefited from acquisitions we completed over the past year. In addition, there was one additional selling day during the six months ended October 31, 2022 compared to the prior year period.

•Generated net income of $192.6 million during the six months ended October 31, 2022, a 42.1% increase compared to the prior year, primarily due to the increase in net sales noted above, partially offset by increased selling, general and administrative expenses, and an increase in the provision for income taxes. Supply chain dynamics have led to high levels of product inflation, which have been the principal driver of both sales growth and incremental profitability.

•Generated Adjusted EBITDA (a non-GAAP measure, see “Non-GAAP Financial Measures” in this Item 2) of $370.5 million during the six months ended October 31, 2022, a 33.5% increase compared to the prior year, primarily due to the increase in net sales noted above. Adjusted EBITDA, as a percentage of net sales, increased to 13.3% for the six months ended October 31, 2022 compared to 12.7% for the six months ended October 31, 2021, primarily due to better operating leverage, as product price inflation on sales outpaced operating cost inflation.

•Completed one acquisition and opened three greenfield locations.

Recent Developments

Acquisition

On June 1, 2022, we acquired certain assets of Construction Supply of Southwest Florida, Inc. (“CSSWF”). CSSWF is a distributor of various stucco, building and waterproofing supplies serving markets in the southwest Florida area. 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, 2022, we opened greenfield locations in Wildwood, Florida, Cleveland, Ohio and Greenville, North Carolina. We also opened six new Ames Taping Tools Holding LLC ("Ames") stores.

Results of Operations

The following table summarizes key components of our results of operations for the three and six months ended October 31, 2022 and 2021:


	Three Months Ended October 31,						Six Months Ended October 31,
	2022			2021			2022			2021
	(dollars in thousands)
Statement of operations data:
Net sales	$	1,430,979		$	1,150,551		$	2,790,532		$	2,192,627
Cost of sales (exclusive of depreciation and amortization shown separately below)	966,479			778,681			1,891,311			1,484,924
Gross profit	464,500			371,870			899,221			707,703
Operating expenses:
Selling, general and administrative expenses	278,994			230,531			546,683			444,612
Depreciation and amortization	32,226			29,403			64,666			57,117
Total operating expenses	311,220			259,934			611,349			501,729
Operating income	153,280			111,936			287,872			205,974
Other (expense) income:
Interest expense	(16,055)			(14,744)			(30,716)			(28,401)

Other income, net	1,923			938			3,492			1,730
Total other expense, net	(14,132)			(13,806)			(27,224)			(26,671)
Income before taxes	139,148			98,130			260,648			179,303
Provision for income taxes	35,995			23,769			68,025			43,740
Net income	$	103,153		$	74,361		$	192,623		$	135,563
Non-GAAP measures:
Adjusted EBITDA(1)	$	195,513		$	149,539		$	370,527		$	277,618
Adjusted EBITDA margin(1)(2)	13.7		%	13.0		%	13.3		%	12.7		%

___________________________________

(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, 2022 and 2021

Net Sales


	Three Months Ended October 31,				Change
	2022		2021		Dollar		Percent
	(dollars in thousands)
Wallboard	$	584,557	$	414,522	$	170,035	41.0	%
Ceilings	159,601		140,866		18,735		13.3	%
Steel framing	278,152		272,000		6,152		2.3	%
Complementary products	408,669		323,163		85,506		26.5	%
Total net sales	$	1,430,979	$	1,150,551	$	280,428	24.4	%

We generate net sales by providing a comprehensive product offering of wallboard, ceilings, steel framing and complementary products. The increase in net sales during the three months ended October 31, 2022 compared to the prior year period was primarily due to inflationary pricing along with active residential construction and an improving commercial landscape, both of which helped drive volume growth in wallboard, ceilings and complementary products. We also benefited from the Ames acquisition. In addition, there was one additional selling day during the three months ended October 31, 2022

compared to the prior year period. Partially offsetting these increases was the negative impact of foreign currency translation on net sales during the three months ended October 31, 2022. 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 volume;

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

•an increase in steel framing sales, which are principally impacted by commercial construction activity, primarily due to an increase in price/product mix, partially offset by lower volume; and

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

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, 2022. 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
	2022		2021		Dollar		Percent
	(dollars in thousands)
Net sales	$	1,430,979
Recently acquired net sales (1)	(35,710)
Impact of foreign currency (2)	10,558
Base business net sales (3)	$	1,405,827	$	1,150,551	$	255,276	22.2	%

___________________________________

(1)Represents net sales of branches acquired by us until the first anniversary of the acquisition date. For the three months ended October 31, 2022, net sales includes sales from the following acquisitions: Ames acquired on December 1, 2021, Kimco Supply Company acquired on December 1, 2021 and CSSWF acquired on June 1, 2022.

(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 increase in organic net sales was primarily driven by inflationary pricing, active residential construction, volume growth in wallboard, ceilings and complementary products and an improving commercial landscape. In addition, there was one additional selling day during the three months ended October 31, 2022 compared to the prior year period.

Gross Profit and Gross Margin


	Three Months Ended October 31,						Change
	2022			2021			Dollar		Percent
	(dollars in thousands)
Gross profit	$	464,500		$	371,870		$	92,630	24.9	%
Gross margin	32.5		%	32.3		%

The increase in gross profit during the three months ended October 31, 2022 compared to the prior year period was primarily due to the successful pass through of product inflation, continued strength in residential construction, improving commercial sales and incremental gross profit from acquisitions. The increase in gross margin on net sales for the three months ended October 31, 2022 compared to the prior year period was primarily due to an increase in margins for complementary products and steel framing.

Selling, General and Administrative Expenses


	Three Months Ended October 31,						Change
	2022			2021			Dollar		Percent
	(dollars in thousands)
Selling, general and administrative expenses	$	278,994		$	230,531		$	48,463	21.0	%
% of net sales	19.5		%	20.0		%

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, 2022 compared to the prior year period, primarily due to increases in payroll and payroll related costs, fuel costs, travel costs and facilities costs, which were driven by increased sales volume, inflationary pressures and incremental selling, general and administrative expenses from acquisitions. Selling, general and administrative expenses as a percentage of our net sales decreased during the three months ended October 31, 2022 compared to the prior year period, primarily due to the impact of inflationary market pricing on sales.

Depreciation and Amortization Expense


	Three Months Ended October 31,				Change
	2022		2021		Dollar		Percent
	(dollars in thousands)
Depreciation	$	15,058	$	13,703	$	1,355	9.9	%
Amortization	17,168		15,700		1,468		9.4	%
Depreciation and amortization	$	32,226	$	29,403	$	2,823	9.6	%

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, 2022 compared to the prior year period was primarily due to incremental expense resulting from property and equipment obtained in the acquisition of Ames and capital expenditures over the past year. The increase in amortization expense during the three months ended October 31, 2022 was primarily due to incremental expense resulting from definite-lived intangible assets obtained in the acquisition of Ames, partially offset by time-based progression of our use of the accelerated method of amortization for acquired customer relationships.

Interest Expense


	Three Months Ended October 31,				Change
	2022		2021		Dollar		Percent
	(dollars in thousands)
Interest expense	$	16,055	$	14,744	$	1,311	8.9	%

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, 2022 compared to the prior year period was primarily due to increases in interest rates and an increase in average debt outstanding.

Income Taxes


	Three Months Ended October 31,						Change
	2022			2021			Dollar		Percent
	(dollars in thousands)
Provision for income taxes	$	35,995		$	23,769		$	12,226	51.4	%
Effective tax rate	25.9		%	24.2		%

The change in the effective income tax rate during the three months ended October 31, 2022 compared to the prior year period was primarily due to the impact of actions taken during the current year in anticipation of expected changes in Canadian tax regulations, as well as stock-based compensation.

Six Months Ended October 31, 2022 and 2021

Net Sales


	Six Months Ended October 31,				Change
	2022		2021		Dollar		Percent
	(dollars in thousands)
Wallboard	$	1,106,111	$	804,657	$	301,454	37.5	%
Ceilings	326,876		278,937		47,939		17.2	%
Steel framing	553,048		468,276		84,772		18.1	%
Complementary products	804,497		640,757		163,740		25.6	%
Total net sales	$	2,790,532	$	2,192,627	$	597,905	27.3	%

The increase in net sales during the six months ended October 31, 2022 compared to the prior year period was primarily due to inflationary pricing, active residential construction, volume growth in wallboard, ceilings and complementary products, an improving commercial landscape and acquisitions over the past year. In addition, there was one additional selling day during the six months ended October 31, 2022 compared to the prior year period. Partially offsetting these increases was the negative impact of foreign currency translation on net sales during the six months ended October 31, 2022. 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 volume;

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

•an increase in steel framing sales, which are principally impacted by commercial construction activity, primarily due to an increase in price/product mix, partially offset by lower volume; and

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

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, 2022.


	Six Months Ended October 31,				Change
	2022		2021		Dollar		Percent
	(dollars in thousands)
Net sales	$	2,790,532
Recently acquired net sales (1)	(109,632)
Impact of foreign currency (2)	18,581
Base business net sales (3)	$	2,699,481	$	2,192,627	$	506,854	23.1	%

___________________________________

(1)Represents net sales of branches acquired by us until the first anniversary of the acquisition date. For the six months ended October 31, 2022, net sales includes sales from the following acquisitions: Westside Building Material ("Westside") acquired on July 1, 2021, Ames acquired on December 1, 2021, Kimco Supply Company acquired on December 1, 2021 and CSSWF acquired on June 1, 2022.

(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 increase in organic net sales was primarily driven by inflationary pricing, active residential construction, volume growth in wallboard, ceilings and complementary products and an improving commercial landscape. Also contributing was one more selling day during the six months ended October 31, 2022 compared to the prior year period.

Gross Profit and Gross Margin


	Six Months Ended October 31,						Change
	2022			2021			Dollar		Percent
	(dollars in thousands)
Gross profit	$	899,221		$	707,703		$	191,518	27.1	%
Gross margin	32.2		%	32.3		%

The increase in gross profit during the six months ended October 31, 2022 compared to the prior year period was primarily due to the successful pass through of product inflation, active residential construction and incremental gross profit from acquisitions. Gross margin on net sales for the six months ended October 31, 2022 was flat compared to the prior year period. On a product line basis, wallboard and steel margins were unfavorably impacted by the timing and elasticity of inflationary price-cost dynamics in the market while complementary products and ceilings benefited.

Selling, General and Administrative Expenses


	Six Months Ended October 31,						Change
	2022			2021			Dollar		Percent
	(dollars in thousands)
Selling, general and administrative expenses	$	546,683		$	444,612		$	102,071	23.0	%
% of net sales	19.6		%	20.3		%

Selling, general and administrative expenses increased during the six months ended October 31, 2022 compared to the prior year period, primarily due to increases in payroll and payroll related costs, fuel costs, travel costs and facilities costs, which were driven by increased sales volume, inflationary pressures and incremental selling, general and administrative expenses from acquisitions. Selling, general and administrative expenses as a percentage of our net sales decreased during the six months ended October 31, 2022 compared to the prior year period, primarily due to the impact of inflationary market pricing on sales and greenfield expansion.

Depreciation and Amortization Expense


	Six Months Ended October 31,				Change
	2022		2021		Dollar		Percent
	(dollars in thousands)
Depreciation	$	30,051	$	26,628	$	3,423	12.9	%
Amortization	34,615		30,489		4,126		13.5	%
Depreciation and amortization	$	64,666	$	57,117	$	7,549	13.2	%

The increase in depreciation expense during the six months ended October 31, 2022 compared to the prior year period was primarily due to incremental expense resulting from property and equipment obtained in the acquisitions of Westside and Ames. The increase in amortization expense during the six months ended October 31, 2022 was primarily due to incremental expense resulting from definite-lived intangible assets obtained in the acquisitions of Westside and Ames, partially offset by time-based progression of our use of the accelerated method of amortization for acquired customer relationships.

Interest Expense


	Six Months Ended October 31,				Change
	2022		2021		Dollar		Percent
	(dollars in thousands)
Interest expense	$	30,716	$	28,401	$	2,315	8.2	%

The increase in interest expense during the six months ended October 31, 2022 compared to the prior year period was primarily due to increases in interest rates and an increase in average debt outstanding.

Income Taxes


	Six Months Ended October 31,						Change
	2022			2021			Dollar		Percent
	(dollars in thousands)
Provision for income taxes	$	68,025		$	43,740		$	24,285	55.5	%
Effective tax rate	26.1		%	24.4		%

The change in the effective income tax rate during the six months ended October 31, 2022 compared to the prior year period was primarily due to the impact of actions taken during the year in anticipation of expected changes in Canadian tax regulations, as well as stock-based 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, 2022, we had available borrowing capacity of approximately $271.8 million under our ABL Facility. The ABL Facility is scheduled to mature on September 30, 2024.

As of October 31, 2022, we had available borrowing capacity of approximately $22.0 million under our Canadian revolving credit facility (the “Canadian Facility”) that provides for aggregate revolving commitments of $22.0 million ($30.0 million Canadian dollars). The Canadian Facility matures on January 12, 2026.

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, 2022.

On June 20, 2022, our Board of Directors approved an expanded share repurchase program under which we are authorized to repurchase up to $200.0 million of our outstanding common stock. This expanded program replaces our previous share repurchase authorization of $75.0 million. We 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 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 1.1 million shares of our common stock for $49.6 million during the six months ended October 31, 2022, of which $10.8 million was repurchased under the previous authorization and $38.8 million was repurchased under the new authorization. As of October 31, 2022, we had $161.2 million of remaining purchase authorization.

We regularly evaluate opportunities to optimize our capital structure, including through the issuance or incurrence of additional debt, refinancing or repaying 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,
	2022		2021
	(in thousands)
Cash provided by (used in) operating activities	$	102,861	$	(77,095)
Cash used in investing activities	(23,394)		(140,629)
Cash (used in) provided by financing activities	(55,140)		110,103
Effect of exchange rates on cash and cash equivalents	(2,042)		(81)
Increase (decrease) in cash and cash equivalents	$	22,285	$	(107,702)

Operating Activities

The change in cash provided by (used in) operating activities during the six months ended October 31, 2022 compared to the prior year period was primarily due to an increase in inventory in the prior year period related to ensuring product availability and managing price inflation amid an environment of tight and less reliable supply. We have experienced an increase in our inventory and accounts receivable balances compared to historical levels due to product inflation. This was partially offset by an increase in cash used for our annual bonuses, which are paid in the first fiscal quarter.

Investing Activities

The decrease in cash used in investing activities during the six months ended October 31, 2022 compared to the prior year period was primarily due to a $122.4 million decrease in cash used for acquisitions, partially offset by a $5.6 million increase in capital expenditures.

Capital expenditures during the six months ended October 31, 2022 primarily consisted of building and leasehold improvements, vehicles and IT-related spending. Capital expenditures vary depending on prevailing business factors, including current and anticipated market conditions.

Financing Activities

The change in in cash (used in) provided by financing activities during the six months ended October 31, 2022 compared to the prior year period was primarily due to net borrowings of $28.9 million under our revolving credit facilities during the six months ended October 31, 2022, compared to net borrowings of $140.8 million during the prior year period. During the six months ended October 31, 2021, we used our revolving credit facilities to help fund the Westside acquisition and for general working capital needs. Also contributing to the change was a $36.4 million increase in repurchases of common stock during the six months ended October 31, 2022 compared to the prior year period and a $13.5 million holdback liability payment during the six months ended October 31, 2022 related to our Westside acquisition in accordance with the terms of the acquisition agreement. The holdback was for general representations and warranties of the sellers and was settled 15 months after the July 1, 2021 acquisition date.

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. The Company was in compliance with all covenants contained in the Term Loan Facility and the indenture governing the Senior Notes as of October 31, 2022.

The ABL Facility contains certain affirmative covenants, including financial and other reporting requirements. We were in compliance with all such covenants as of October 31, 2022.

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, 2022, 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, 2022.

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,
	2022			2021			2022			2021
	(in thousands)
Net income	$	103,153		$	74,361		$	192,623		$	135,563
Interest expense	16,055			14,744			30,716			28,401
Interest income	(154)			(27)			(210)			(27)
Provision for income taxes	35,995			23,769			68,025			43,740
Depreciation expense	15,058			13,703			30,051			26,628
Amortization expense	17,168			15,700			34,615			30,489
Stock appreciation rights(a)	3,230			983			5,574			1,875
Redeemable noncontrolling interests and deferred compensation(b)	340			593			835			903
Equity-based compensation(c)	3,781			3,215			6,913			5,173
Severance and other permitted costs(d)	379			249			731			396
Transaction costs (acquisitions and other)(e)	292			2,393			678			2,968
Loss (gain) on disposal of assets(f)	81			(144)			(203)			(222)
Effects of fair value adjustments to inventory(g)	135			—			179			1,731

Adjusted EBITDA	$	195,513		$	149,539		$	370,527		$	277,618

Net sales	$	1,430,979		$	1,150,551		$	2,790,532		$	2,192,627
Adjusted EBITDA Margin	13.7		%	13.0		%	13.3		%	12.7		%

___________________________________

(a)Represents changes in the fair value of stock appreciation rights.

(b)Represents changes in the fair values of noncontrolling interests and deferred compensation agreements.

(c)Represents non-cash equity-based compensation expense related to the issuance of share-based awards.

(d)Represents severance expenses and other costs permitted in the calculation of Adjusted EBITDA under the ABL Facility and the Term Loan Facility.

(e)Represents costs related to acquisitions paid to third parties.

(f)Includes gains and losses from the sale and disposal of assets.

(g)Represents the non-cash cost of sales impact of acquisition accounting adjustments to increase inventory to its estimated fair value.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes to our exposure to market risks from those reported in our Annual Report on Form 10-K for the fiscal year ended April 30, 2022.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of October 31, 2022, our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), which are designed to provide reasonable assurance that the information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of October 31, 2022, our disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports that are filed or submitted under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended October 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – Other Information

Item 1. Legal Proceedings

From time to time, we are involved in lawsuits that are brought against us in the normal course of business. We are not currently a party to any legal proceedings that in management's opinion would be expected, either individually or in the aggregate, to have a material adverse effect on our business or financial condition. For additional information, see Note 12, “Commitments and Contingencies.”

The building materials industry has been subject to personal injury and property damage claims arising from alleged exposure to raw materials contained in building products, as well as claims for incidents of catastrophic loss, such as building fires. As a distributor of building materials, we face an inherent risk of exposure to product liability claims if the use of the products we have distributed in the past or may in the future distribute is alleged to have resulted in economic loss, personal injury or property damage or to have violated environmental, health or safety or other laws. Such product liability claims have included and may in the future include allegations of defects in manufacturing, defects in design, a failure to warn of dangers inherent in the product, negligence, strict liability or a breach of warranties. Certain of our subsidiaries have been the subject of claims related to alleged exposure to asbestos-containing products they distributed prior to 1979. Since 2002 and as of October 31, 2022, approximately 1,046 asbestos-related personal injury lawsuits have been filed, and we vigorously defend against them. Of these, 992 have been dismissed without any payment by us, 42 are pending and only 12 have been settled, which settlements have not materially impacted our financial condition or operating results. See “Risk Factors—Risks Relating to Our Business and Industry—We are exposed to product liability, warranty, casualty, construction defect, contract, tort, employment and other claims and legal proceedings related to our business, the products we distribute, the services we provide and services provided for us by third parties” listed in Part 1, Item 1A of our Annual Report on Form 10-K for the fiscal year ended April 30, 2022.

Item 1A. Risk Factors

There have been no material changes in the risks facing the Company as described in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2022.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The number of shares repurchased and the average price paid per share for each month in the three months ended October 31, 2022 were as follows:


	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program (1)	Approximate Dollar Value of Shares that May Yet be Purchased Under the Program
					(in thousands)
August 1 through August 31	—	$	—	—	$	187,016
September 1 through September 30	330,892	42.82		330,892	172,847
October 1 through October 31	269,979	42.99		269,979	161,240
Total	600,871			600,871

___________________________________

(1)On June 20, 2022, our Board of Directors approved an expanded share repurchase program under which we are authorized to repurchase up to $200.0 million of our outstanding common stock. This expanded program replaced our previous share repurchase authorization of $75.0 million. We 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 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.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits

(a)Exhibits. The following exhibits are filed as part of this report:



Exhibit No.		Exhibit Description
3.1		Third Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 23, 2020).

3.2		Second Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on October 23, 2020).

4.1		Specimen Common Stock Certificate of the Company (incorporated by reference to Exhibit 4.1 to Amendment No. 5 to the Company’s Registration Statement on Form S-1 filed on May 16, 2016 (File No. 333-205902)).

31.1	*	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.

31.2	*	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.

32.1	*	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2	*	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101 INS	*	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document.

101 SCH	*	Inline XBRL Taxonomy Extension Schema Document.

101 CAL	*	Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101 DEF	*	Inline XBRL Taxonomy Extension Definition Linkbase Document.

101 LAB	*	Inline XBRL Taxonomy Extension Label Linkbase Document.

101 PRE	*	Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

* Filed herewith.

SIGNATURES

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


	GMS INC.

Date: December 8, 2022	By:	/s/ Scott M. Deakin
		Scott M. Deakin
		Chief Financial Officer
		(Principal Financial Officer)