8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): June 24, 2021

GMS INC.

(Exact name of registrant as specified in charter)

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

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

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

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

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

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

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

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

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

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

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

Emerging growth company  ¨

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

Item 2.02. Results of Operations and Financial Condition.

On June 24, 2021, GMS Inc. (the “Company” or “GMS”) issued a press release, a copy of which is furnished as Exhibit 99.1 hereto and incorporated herein by reference, announcing the Company’s financial results for the three months and year ended April 30, 2021.

The information contained in Item 7.01 concerning the presentation to GMS investors is hereby incorporated into this Item 2.02 by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 7.01. Regulation FD Disclosure.

The slide presentation furnished as Exhibit 99.2 hereto, and incorporated herein by reference, will be presented to certain investors of GMS on June 24, 2021 and may be used by GMS in various other presentations to investors on or after June 24, 2021.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.2 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description
99.1*	Press release, dated June 24, 2021.
99.2*	GMS Inc. presentation to investors.
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

*Furnished herewith

SIGNATURES

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

	GMS INC.
Date: June 24, 2021	By:	/s/ Scott M. Deakin
		Name:	Scott M. Deakin
		Title:	Chief Financial Officer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

GMS REPORTS FOURTH QUARTER AND FISCAL YEAR 2021 RESULTS

Disciplined Execution, Residential Market Strength and Product Inflation Yields

Quarterly and Annual Records in Net Sales, Net Income and Adjusted EBITDA

Tucker, Georgia, June 24, 2021. GMS Inc. (NYSE: GMS), a leading North American specialty distributor of interior building products, today reported financial results for the fourth quarter and fiscal year ended April 30, 2021.

Fourth Quarter Fiscal 2021 Highlights

(Comparisons are to the fourth quarter of fiscal 2020, except where noted.)

· Net sales of $932.2 million increased 20.9%; organic net sales increased 17.1%. On a per day basis, net sales increased 19.1% and organic net sales increased 15.3%.

· Net income of $33.7 million, or $0.77 per diluted share; adjusted net income of $46.9 million, or $1.07 per diluted share.

· Gross margin of 31.5% compared to 32.6%.

· SG&A and Adjusted SG&A as a percentage of sales were 22.2% and 21.9%, representing 320 and 260 basis points of improvement, respectively.

· Adjusted EBITDA of $91.2 million increased 43.5%; Adjusted EBITDA margin improved 160 basis points to 9.8% from 8.2%.

· The Company completed one business acquisition and four greenfield location openings.

· Cash provided by operating activities and free cash flow of $84.8 million and $72.8 million, respectively.

· Net debt leverage was reduced to 2.5 times as of the end of the fourth quarter of fiscal 2021 from 2.9 times as of the end of the third quarter of fiscal 2021.

Full Year Fiscal 2021 Highlights

(Comparisons are to the full year of fiscal 2020, except where noted.)

· Net sales of $3.3 billion increased 1.8%; organic net sales increased 0.4%. On a per day basis, net sales increased 2.2% and organic net sales increased 0.8%.

· Net income of $105.6 million, or $2.44 per diluted share; adjusted net income of $153.3 million, or $3.54 per diluted share.

· Gross margin of 32.2% compared to 32.8%.

· SG&A and Adjusted SG&A as a percentage of sales were 23.1% and 22.7%, representing 110 and 100 basis points of improvement, respectively.

· Adjusted EBITDA of $319.4 million increased 6.5%; Adjusted EBITDA margin improved 50 basis points to 9.7% from 9.2%.

· The Company completed one business acquisition and six greenfield location openings.

· Cash provided by operating activities and free cash flow of $153.3 million and $123.4 million, respectively.

1

“We delivered a strong finish to fiscal 2021 as evidenced by record levels of net sales, net income and Adjusted EBITDA,” said John C. Turner, Jr., President and Chief Executive Officer. “During the fourth quarter, our entire team continued to effectively navigate what remains a very dynamic operating landscape. Through a sharpened focus on execution, we successfully capitalized on opportunities created by tailwinds from a strong residential market and robust demand in complementary products while also continuing to address challenges presented by a continued soft commercial market, supply constraints and meaningful inflation. At the same time, we further optimized our capital structure with a senior notes offering and term loan repricing. We also advanced our platform expansion with an acquisition in Canada and the opening of four greenfield locations in the U.S. and continued this momentum in May with the signing of a definitive agreement to acquire Westside Building Material, affording us a unique opportunity to expand our reach and capture significant growth opportunities in strategically important West Coast markets.”

Turner continued, “As we look ahead to our new fiscal year, I would like to share my appreciation for all of our teammates who met and overcame the numerous challenges presented by the COVID-19 pandemic throughout the past year. Moving forward, we believe there is fundamental support for continued strength in residential construction and, while timing remains uncertain, early, but encouraging, indications of improvement in commercial construction are emerging. I am confident that our team’s continued drive to execute and our relentless commitment to our strategic growth priorities of expanding share in core products, growing our complementary products offering, platform expansion, and improved productivity and profitability, position us to generate value for our shareholders well into the future.”

Fourth Quarter Fiscal 2021 Results

Net sales for the fourth quarter of fiscal 2021 of $932.2 million increased 20.9% year over year, primarily due to strong residential end markets, favorable pricing across product categories and the acquisition of D.L. Building Materials, coupled with the negative impact of COVID-19 related shutdowns in the prior year period. Organic net sales increased 17.1%. As there was one more selling day in the fourth quarter of fiscal 2021 than the same period a year ago, net sales and organic net sales on a per day basis were up 19.1% and 15.3%, respectively.

Year-over-year sales increases by product category, which in all cases resulted from both higher volumes and higher price and mix combined, were as follows:

· Wallboard sales of $376.9 million increased 16.6% (up 13.3% on an organic basis).

· Ceilings sales of $121.3 million increased 9.1% (up 7.0% on an organic basis).

· Steel framing sales of $143.3 million increased 24.2% (up 21.4% on an organic basis).

· Complementary product sales of $290.7 million increased 31.4% (up 25.4% on an organic basis).

Gross profit of $293.9 million increased 16.8% compared to the fourth quarter of fiscal 2020. As anticipated, gross margin of 31.5% declined from 32.6% a year ago primarily due to a continuation of unfavorable mix and pressured price-cost dynamics for certain product categories.

Selling, general and administrative (“SG&A”) expense as a percentage of net sales was 22.2% for the quarter compared to 25.4% in the fourth quarter of fiscal 2020. Adjusted SG&A expense as a percentage of net sales of 21.9% improved 260 basis points from 24.5 % in the prior year quarter as a result of continued cost discipline as well as favorable operating leverage from higher pricing broadly across the Company’s product lines.

Net income of $33.7 million, or $0.77 per diluted share, compared to a net loss of $41.5 million, or $0.98 per diluted share, in the fourth quarter of the prior fiscal year. Adjusted net income of $46.9 million, or $1.07 per diluted share, compared to $24.0 million, or $0.56 per diluted share, in the fourth quarter of the prior fiscal year. Adjusted EBITDA of $91.2 million increased 43.5% from the prior year quarter. Adjusted EBITDA margin of 9.8% improved 160 basis points from 8.2% a year ago.

2

Platform Expansion Activity

During the fourth quarter of fiscal 2021, the Company completed the previously announced acquisition of D.L. Building Materials, Inc., providing entrance to the Ottawa-Gatineau market in Canada, and also established four new locations, expanding its presence to two additional markets, Atlantic City, NJ, and Memphis, TN.

Subsequent to the end of the fourth quarter, on May 11, 2021, the Company announced a definitive agreement to acquire substantially all the assets of Westside Building Material, one of the largest independent distributors of interior building products in the U.S., for $135.0 million in cash. The transaction, which expands and enhances GMS’s presence in multiple California metro areas and marks its entry into the Las Vegas market, is expected to close early in the third calendar quarter of 2021, subject to the satisfaction of customary closing conditions.

Balance Sheet, Liquidity and Cash Flow

As of April 30, 2021, the Company had cash on hand of $167.0 million, total debt of $978.4 million and $453.8 million of available liquidity under its revolving credit facilities. Net debt leverage was 2.5 times as of the end of the quarter, down from 2.9 times at the end of both the third quarter of fiscal 2021 and the fourth quarter of fiscal 2020.

During the fourth quarter of fiscal 2021, the Company issued $350.0 million aggregate principal amount of senior unsecured notes due May 2029 (the “Senior Notes”) in a private offering. The Senior Notes bear interest at 4.625% per annum and mature on May 1, 2029. Proceeds from the Senior Notes were used to repay a portion of outstanding borrowings under the Company’s senior secured first lien term loan facility (the “Term Loan Facility”) and to pay related transaction premiums, fees, and expenses. As of April 30, 2021, $509.7 million remained outstanding under the Term Loan Facility. The Company also entered into the Fourth Amendment to its First Lien Credit Agreement (the “Fourth Amendment”) that, among other things, reduced the interest rate to LIBOR plus 2.50%, with a 0% floor, representing a 25 basis point improvement. As a result of the Fourth Amendment, the Company recorded a write-off of debt discount and deferred financing fees of $4.6 million during the fourth quarter of fiscal 2021.

The Company generated cash provided by operating activities and free cash flow of $84.8 million and $72.8 million, respectively, in the fourth quarter of 2021 compared to $167.7 million and $163.4 million, respectively, a year ago. The decrease from the prior year quarter was primarily due to the Company’s efforts to preserve liquidity at the end of fiscal 2020 in response to the COVID-19 pandemic.

Conference Call and Webcast

GMS will host a conference call and webcast to discuss its results for the fourth quarter of fiscal 2021 ended April 30, 2021 and other information related to its business at 8:30 a.m. Eastern Time on Thursday, June 24, 2021. Investors who wish to participate in the call should dial 877-407-3982 (domestic) or 201-493-6780 (international) at least 5 minutes prior to the start of the call. The live webcast will be available on the Investors section of the Company’s website at www.gms.com. There will be a slide presentation of the results available on that page of the website as well. Replays of the call will be available through July 24, 2021 and can be accessed at 844-512-2921 (domestic) or 412-317-6671 (international) and entering the pass code 13720195.

About GMS Inc.

Celebrating the 50^th anniversary of its founding in 1971, GMS operates a network of more than 265 distribution centers across the United States and Canada. GMS’s extensive product offering of wallboard, suspended ceilings systems, or ceilings, and complementary construction products is designed to provide a comprehensive one-stop-shop for our core customer, the interior contractor who installs these products in commercial and residential buildings.

3

Use of Non-GAAP Financial Measures

GMS reports its financial results in accordance with GAAP. However, it presents Adjusted net income, free cash flow, Adjusted SG&A, Adjusted EBITDA, and Adjusted EBITDA margin, which are not recognized financial measures under GAAP. GMS believes that Adjusted net income, free cash flow, Adjusted SG&A, Adjusted EBITDA, and Adjusted EBITDA margin assist investors and analysts in comparing its operating performance across reporting periods on a consistent basis by excluding items that the Company does not believe are indicative of its core operating performance. The Company’s management believes Adjusted net income, Adjusted SG&A, free cash flow, Adjusted EBITDA and Adjusted EBITDA margin are helpful in highlighting trends in its operating results, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which the Company operates and capital investments. In addition, the Company utilizes Adjusted EBITDA in certain calculations in its debt agreements.

You are encouraged to evaluate each adjustment and the reasons GMS considers it appropriate for supplemental analysis. In addition, in evaluating Adjusted net income, Adjusted SG&A and Adjusted EBITDA, you should be aware that in the future, the Company may incur expenses similar to the adjustments in the presentation of Adjusted net income, Adjusted SG&A and Adjusted EBITDA. The Company’s presentation of Adjusted net income, Adjusted SG&A, Adjusted SG&A margin, Adjusted EBITDA, and Adjusted EBITDA margin should not be construed as an inference that its future results will be unaffected by unusual or non-recurring items. In addition, Adjusted net income, free cash flow, Adjusted SG&A and Adjusted EBITDA may not be comparable to similarly titled measures used by other companies in GMS’s industry or across different industries. Please see the tables at the end of this release for a reconciliation of Adjusted EBITDA, free cash flow, Adjusted SG&A and Adjusted net income to the most directly comparable GAAP financial measures.

When calculating organic net sales growth, the Company excludes from the calculation (i) net sales of acquired businesses until the first anniversary of the acquisition date, and (ii) the impact of foreign currency translation.

Forward-Looking Statements and Information:

This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You can generally identify forward-looking statements by the Company’s use of forward-looking terminology such as “anticipate,” “believe,” “confident,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “seek,” or “should,” or the negative thereof or other variations thereon or comparable terminology. In particular, statements about the markets in which GMS operates, including in particular residential and commercial construction, and the economy generally, actions taken to optimize our operations and align our business consistent with demand and in response to COVID-19, our ability to continue successfully navigating the evolving operating environment, our optimized capital structure, strategic growth priorities, growth opportunities from acquisitions, and the ability to generate value for our shareholders contained in this press release may be considered forward-looking statements. The Company has based forward-looking statements on its current expectations, assumptions, estimates and projections. While the Company believes these expectations, assumptions, estimates, and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond its control, including current public health issues that may affect the Company’s business. Forward-looking statements involve risks and uncertainties, including, but not limited to, those described in the “Risk Factors” section in the Company’s most recent Annual Report on Form 10-K, and in its other periodic reports filed with the SEC. In addition, the statements in this release are made as of June 24, 2021. The Company undertakes no obligation to update any of the forward-looking statements made herein, whether as a result of new information, future events, changes in expectation or otherwise. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to June 24, 2021.

Contact Information:

Investors:

Leslie H. Kratcoski

ir@gms.com

770-723-3306

4

GMS Inc.

 Condensed Consolidated Statements of Operations (Unaudited)

 (in thousands, except per share data)

	Three Months Ended				Year Ended
	April 30,				April 30,
	2021		2020		2021		2020
Net sales	$	932,203	$	770,850	$	3,298,823	$	3,241,307
Cost of sales (exclusive of depreciation and amortization shown separately below)	638,353		519,256		2,236,120		2,178,093
Gross profit	293,850		251,594		1,062,703		1,063,214
Operating expenses:
Selling, general and administrative	207,321		195,609		763,629		784,081
Depreciation and amortization	28,221		28,318		108,125		116,533
Impairment of goodwill	—		63,074		—		63,074
Total operating expenses	235,542		287,001		871,754		963,688
Operating income (loss)	58,308		(35,407)		190,949		99,526
Other (expense) income:
Interest expense	(12,726)		(15,408)		(53,786)		(67,718)
Gain on legal settlement	—		14,029		1,382		14,029
Write-off of debt discount and deferred financing fees	(4,606)		(624)		(4,606)		(1,331)
Other income, net	714		565		3,155		1,819
Total other expense, net	(16,618)		(1,438)		(53,855)		(53,201)
Income (loss) before taxes	41,690		(36,845)		137,094		46,325
Provision for income taxes	7,944		4,611		31,534		22,944
Net income (loss)	$	33,746	$	(41,456)	$	105,560	$	23,381
Weighted average common shares outstanding:
Basic	42,994		42,435		42,765		41,853
Diluted	43,828		42,435		43,343		42,504
Net income (loss) per common share (1):
Basic	$	0.78	$	(0.98)	$	2.47	$	0.56
Diluted	$	0.77	$	(0.98)	$	2.44	$	0.55

(1) The following table sets forth the computation of basic and diluted earnings (loss) per share of common stock for periods presented:

	Three Months Ended				Year Ended
	April 30,				April 30,
	2021		2020		2021		2020
Net income (loss)	$	33,746	$	(41,456)	$	105,560	$	23,381
Less: Net income allocated to participating securities	—		—		—		74
Net income (loss) attributable to common stockholders	$	33,746	$	(41,456)	$	105,560	$	23,307
Basic earnings (loss) per common share:
Basic weighted average common shares outstanding	42,994		42,435		42,765		41,853
Basic earnings (loss) per common share	$	0.78	$	(0.98)	$	2.47	$	0.56
Diluted earnings (loss) per common share:
Basic weighted average common shares outstanding	42,994		42,435		42,765		41,853
Add: Common Stock Equivalents	834		—		578		651
Diluted weighted average common shares outstanding	43,828		42,435		43,343		42,504
Diluted earnings (loss) per common share	$	0.77	$	(0.98)	$	2.44	$	0.55

5

GMS Inc.

 Condensed Consolidated Balance Sheets (Unaudited)

 (in thousands, except per share data)

	April 30, 2021		April 30, 2020
Assets
Current assets:
Cash and cash equivalents	$	167,012	$	210,909
Trade accounts and notes receivable, net of allowances of $6,282 and $5,141, respectively	558,661		440,926
Inventories, net	357,054		299,815
Prepaid expenses and other current assets	19,525		14,972
Total current assets	1,102,252		966,622
Property and equipment, net of accumulated depreciation of $193,364 and $158,554, respectively	311,326		305,467
Operating lease right-of-use assets	118,413		115,257
Goodwill	576,330		553,073
Intangible assets, net	350,869		361,884
Deferred income taxes	15,715		8,904
Other assets	8,993		13,247
Total assets	$	2,483,898	$	2,324,454
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	322,965	$	248,902
Accrued compensation and employee benefits	72,906		67,590
Other accrued expenses and current liabilities	87,138		75,326
Current portion of long-term debt	46,018		50,201
Current portion of operating lease liabilities	33,474		33,040
Total current liabilities	562,501		475,059
Non-current liabilities:
Long-term debt, less current portion	932,409		1,047,279
Long-term operating lease liabilities	90,290		89,605
Deferred income taxes, net	12,728		12,018
Other liabilities	63,508		66,512
Total liabilities	1,661,436		1,690,473
Commitments and contingencies
Stockholders' equity:
Common stock, par value $0.01 per share, 500,000 shares authorized; 43,073 and 42,554 shares issued and outstanding as of April 30, 2021 and 2020, respectively	431		426
Preferred stock, par value $0.01 per share, 50,000 shares authorized; 0 shares issued and outstanding as of April 30, 2021 and 2020	—		—
Additional paid-in capital	542,737		529,662
Retained earnings	274,535		168,975
Accumulated other comprehensive income (loss)	4,759		(65,082)
Total stockholders' equity	822,462		633,981
Total liabilities and stockholders' equity	$	2,483,898	$	2,324,454

6

GMS Inc.

 Condensed Consolidated Statements of Cash Flows (Unaudited)

 (in thousands)

	Year Ended April 30,
	2021		2020
Cash flows from operating activities:
Net income	$	105,560	$	23,381
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	108,125		116,533
Impairment of goodwill	—		63,074
Write-off and amortization of debt discount and debt issuance costs	7,568		4,541
Equity-based compensation	12,872		8,970
(Gain) loss on disposal and impairment of assets	(1,011)		658
Change in fair value of financial instruments	—		—
Deferred income taxes	(10,329)		926
Other items, net	1,552		4,110
Changes in assets and liabilities net of effects of acquisitions:
Trade accounts and notes receivable	(101,617)		50,215
Inventories	(46,660)		(4,579)
Prepaid expenses and other assets	(2,621)		6,623
Accounts payable	65,446		31,499
Accrued compensation and employee benefits	4,477		4,740
Other accrued expenses and liabilities	9,942		(7,612)
Cash provided by operating activities	153,304		303,079
Cash flows from investing activities:
Purchases of property and equipment	(29,873)		(25,193)
Proceeds from sale of assets	2,262		2,229
Acquisition of businesses, net of cash acquired	(35,976)		(24,136)
Cash used in investing activities	(63,587)		(47,100)
Cash flows from financing activities:
Repayments on revolving credit facilities	(102,189)		(837,424)
Borrowings from revolving credit facilities	14,750		880,698
Payments of principal on long-term debt	(8,754)		(109,968)
Payments of principal on finance lease obligations	(30,371)		(25,275)
Borrowings from term loan	511,000		—
Repayments of term loan	(869,427)		—
Issuance of Senior Notes	350,000		—
Repurchases of common stock	(4,160)		—
Payments for contingent consideration	—		(11,133)
Debt issuance costs	(6,299)		(1,286)
Proceeds from exercises of stock options	7,559		11,793
Payments for taxes related to net share settlement of equity awards	(807)		(532)
Proceeds from issuance of stock pursuant to employee stock purchase plan	2,076		1,793
Cash used in financing activities	(136,622)		(91,334)
Effect of exchange rates on cash and cash equivalents	3,008		(1,074)
(Decrease) increase in cash and cash equivalents	(43,897)		163,571
Cash and cash equivalents, beginning of year	210,909		47,338
Cash and cash equivalents, end of year	$	167,012	$	210,909
Supplemental cash flow disclosures:
Cash paid for income taxes	$	46,417	$	29,761
Cash paid for interest	49,650		63,745

7

GMS Inc.

 Net Sales by Product Group (Unaudited)

 (dollars in thousands)

	Three Months Ended							Year Ended
	April 30, 2021		% of Total		April 30, 2020		% of Total	April 30, 2021		% of Total		April 30, 2020		% of Total
Wallboard	$	376,926	40.4	%	$	323,171	41.9%	$	1,346,560	40.8	%	$	1,329,775	41.0%
Ceilings	121,285		13.0	%	111,142		14.4%	450,524		13.7	%	475,827		14.7%
Steel framing	143,266		15.4	%	115,311		15.0%	469,002		14.2	%	502,122		15.5%
Complementary products	290,726		31.2	%	221,226		28.7%	1,032,737		31.3	%	933,583		28.8%
Total net sales	$	932,203			$	770,850		$	3,298,823			$	3,241,307

8

GMS Inc.

Reconciliation of Net Income (Loss) to Adjusted EBITDA (Unaudited)

(in thousands)

	Three Months Ended						Year Ended
	April 30,						April 30,
	2021			2020			2021			2020
Net income (loss)	$	33,746		$	(41,456	)	$	105,560		$	23,381
Interest expense		12,726			15,408			53,786			67,718
Write-off of debt discount and deferred financing fees		4,606			624			4,606			1,331
Interest income		(29	)		(62	)		(86	)		(88	)
Provision for income taxes		7,944			4,611			31,534			22,944
Depreciation expense		13,572			13,388			50,480			51,332
Amortization expense		14,649			14,930			57,645			65,201
EBITDA	$	87,214		$	7,443		$	303,525		$	231,819
Impairment of goodwill		—			63,074			—			63,074
Stock appreciation expense(a)		621			592			3,173			1,572
Redeemable noncontrolling interests(b)		226			194			1,288			520
Equity-based compensation(c)		1,708			1,885			8,442			7,060
Severance and other permitted costs(d)		322			2,085			2,948			5,733
Transaction costs (acquisitions and other)(e)		279			681			1,068			2,414
(Gain) loss on disposal and impairment of assets(f)		(482	)		1,530			(1,011	)		658
Effects of fair value adjustments to inventory(g)		788			114			788			575
Gain on legal settlement		—			(14,029	)		(1,382	)		(14,029	)
Secondary public offering costs(h)		—			—			—			363
Debt transaction costs(i)		532			—			532			—
EBITDA addbacks		3,994			56,126			15,846			67,940
Adjusted EBITDA	$	91,208		$	63,569		$	319,371		$	299,759
Net sales	$	932,203		$	770,850		$	3,298,823		$	3,241,307
Adjusted EBITDA Margin		9.8	%		8.2	%		9.7	%		9.2	%

___________________________________

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

(b) Represents changes in the fair values of noncontrolling interests.

(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, including certain unusual, nonrecurring costs and credits due to COVID-19.

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

(f) Includes gains from the sale of assets and impairment of assets resulting from restructuring plans to close certain facilities.

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

(h) Represents costs paid to third-party advisors related to secondary offerings of our common stock.

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

9 

GMS Inc.

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

(in thousands)

​	Three Months Ended						Year Ended
​	April 30,						April 30,
​	2021			2020			2021			2020
Cash provided by operating activities	$	84,808		$	167,712		$	153,304		$	303,079
Purchases of property and equipment		(12,016	)		(4,309	)		(29,873	)		(25,193	)
Free cash flow (a)	$	72,792		$	163,403		$	123,431		$	277,886

________________________________________

(a) Free cash flow is a non-GAAP financial measure that we define as net cash provided by operations less capital expenditures.

GMS Inc.

Reconciliation of Selling, General and Administrative Expense to Adjusted SG&A (Unaudited)

(in thousands)

​	Three Months Ended						Year Ended
​	April 30,						April 30,
​	2021			2020			2021			2020
Selling, general and administrative expense	$	207,321		$	195,609		$	763,629		$	784,081
Adjustments
Stock appreciation expense(a)		(621	)		(592	)		(3,173	)		(1,572	)
Redeemable noncontrolling interests(b)		(226	)		(194	)		(1,288	)		(520	)
Equity-based compensation(c)		(1,708	)		(1,885	)		(8,442	)		(7,060	)
Severance and other permitted costs(d)		(275	)		(1,874	)		(2,864	)		(4,284	)
Transaction costs (acquisitions and other)(e)		(279	)		(681	)		(1,068	)		(2,414	)
Gain (loss) on disposal and impairment of assets(f)		482			(1,530	)		1,011			(658	)
Secondary public offering costs(g)		—			—			—			(363	)
Debt transaction costs(h)		(532	)		—			(532	)		—
Adjusted SG&A	$	204,162		$	188,853		$	747,273		$	767,210
Net sales	$	932,203		$	770,850		$	3,298,823		$	3,241,307
Adjusted SG&A margin		21.9	%		24.5	%		22.7	%		23.7	%

___________________________________

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

(b) Represents changes in the fair values of noncontrolling interests.

(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, including certain unusual, nonrecurring costs and credits due to COVID-19.

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

(f) Includes gains from the sale of assets and impairment of assets resulting from restructuring plans to close certain facilities.

(g) Represents costs paid to third-party advisors related to secondary offerings of our common stock.

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

10 

GMS Inc.

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

(in thousands, except per share data)

​	Three Months Ended						Year Ended
​	April 30,						April 30,
​	2021			2020			2021			2020
Income (loss) before taxes	$	41,690		$	(36,845	)	$	137,094		$	46,325
EBITDA add-backs		3,994			56,126			15,846			67,940
Write-off of debt discount and deferred financing fees		4,606			624			4,606			1,331
Purchase accounting depreciation and amortization (1)		10,257			11,038			40,311			47,568
Adjusted pre-tax income		60,547			30,943			197,857			163,164
Adjusted income tax expense		13,623			6,962			44,518			36,712
Adjusted net income	$	46,924		$	23,981		$	153,339		$	126,452
Effective tax rate (2)		22.5	%		22.5	%		22.5	%		22.5	%
Weighted average shares outstanding:
Basic		42,994			42,435			42,765			41,853
Diluted (3)		43,828			42,826			43,343			42,637
Adjusted net income per share:
Basic	$	1.09		$	0.57		$	3.59		$	3.02
Diluted	$	1.07		$	0.56		$	3.54		$	2.97

________________________________________

(1) Depreciation and amortization from the increase in value of certain long-term assets associated with the April 1, 2014 acquisition of the predecessor company and the acquisition of Titan.

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

(3) Diluted shares outstanding for periods prior to June 13, 2019 have been adjusted to include the effect of 1.1 million shares of equity issued in connection with the acquisition of Titan that were exchangeable for the Company’s common stock. On June 13, 2019, the holders exchanged all of the exchangeable shares for 1.1 million shares of the Company’s common stock.

11 

EX-99.2

Exhibit 99.2

Q4 FY 2021 Earnings Conference Call June 24, 2021

2 Forward - Looking Statement Safe Harbor — This presentation includes “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You can generally identify forward - looking statements by the Company’s use of forward - looking terminology such as “anticipate,” “bel ieve,” “confident,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “seek,” or “should,” or the negative thereof or other variations th ere on or comparable terminology. In particular, statements about the markets in which GMS operates, including potential growth in those markets, the economy generally, actions taken to optimize our operations and align our business consistent with demand, our ability to continue successfully navigating the evolving operating environment, strategic initiatives and priorit ies and growth potential across the Company’s business, our efforts in response to COVID - 19, future financial performance and liquidity, the ability of the Company to grow stronger, and th e ability to deliver growth, value creation and long - term success contained in this presentation may be considered forward - looking statements. Statements about our expectations, beliefs, plans, strategies, objectives, prospects, assumptions or future events or performance may be considered forward - looking statements. The Company has based forward - looking statements o n its current expectations, assumptions, estimates and projections. While the Company believes these expectations, assumptions, estimates and projections are reasonable, such f orw ard - looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond its control, including current public health issu es that may affect the Company’s business. Forward - looking statements involve risks and uncertainties, including, but not limited to, those described in the “Risk Factors” section in t he Company’s most recent Annual Report on Form 10 - K, and in its other periodic reports filed with the SEC. In addition, the statements in this release are made as of June 24, 2021. The Com pany undertakes no obligation to update any of the forward - looking statements made herein, whether as a result of new information, future events, changes in expectation or otherwi se. These forward - looking statements should not be relied upon as representing the Company’s views as of any date subsequent to June 24, 2021. Use of Non - GAAP and Adjusted Financial Information — To supplement GAAP financial information, we use adjusted measures of operating results which are non - GAAP measures. This non - GAAP adjusted financial information is provided as additional information for investors. These adjusted results exclude certain costs, expenses, gains and losses, and we believe their exclusion can enhance an overall understanding of our past financial performance and also our prospects for the fu ture. These adjustments to our GAAP results are made with the intent of providing both management and investors a more complete understanding of our operating performance by excl udi ng non - recurring, infrequent or other non - cash charges that are not believed to be material to the ongoing performance of our business. The presentation of this additional inf ormation is not meant to be considered in isolation or as a substitute for GAAP measures of net income, diluted earnings per share or net cash provided by (used in) operating activities pr epared in accordance with generally accepted accounting principles in the United States. Please see the Appendix to this presentation for a further discussion on these non - GAAP measure s and a reconciliation of these non - GAAP measures to the most directly comparable GAAP measures. Safe Harbor and Basis of Presentation

3 Q4 Fiscal 2021 Highlights Delivered a strong finish to fiscal 2021 as evidenced by quarterly record levels of net sales, net income and Adjusted EBITDA. ▪ Net sales increased 20.9%; organic net sales increased 17.1%. ▪ Net income of $33.7 million, or $0.77 per diluted share; adjusted net income (1) of $46.9 million, or $1.07 per diluted share. ▪ Improved SG&A and Adjusted SG&A (1) margin by 320 basis points and 260 basis points, respectively. ▪ Adjusted EBITDA (1) of $91.2 million up 43.5%; Adjusted EBITDA (1) margin of 9.8% up 160 basis points. Effectively navigated what remains a very dynamic operating landscape. ▪ Tailwinds from a strong residential market and robust demand in complementary products. ▪ Challenges from continued soft commercial market, supply constraints and meaningful inflation. Generated positive cash from operations and free cash flow. ▪ Free cash flow of ~80% of Adjusted EBITDA during the quarter. Maintained strong financial flexibility. ▪ Further optimized our capital structure with a senior notes offering and term loan repricing. Achieved further platform expansion: ▪ Acquisition of D.L. Building Materials in Canada. ▪ Four greenfield locations in the U.S. ▪ In May, entered into definitive agreement to acquire Westside Building Material. 1. For a reconciliation of Adjusted SG&A, Adjusted Net Income, Adjusted EBITDA, and Adjusted EBITDA Margin to the most directly com parable GAAP metrics, see Appendix. Capitalized on opportunities and addressed challenges through sharp focus on execution

4 Full Year Fiscal 2021 Highlights Achieved record full year results despite challenges of COVID - 19 as our team met and overcame challenges presented throughout the past year. ▪ Net sales of $3.3 billion increased 1.8%; organic net sales increased 0.4%. ▪ Net income of $105.6 million, or $2.44 per diluted share; adjusted net income (1) of $153.3 million, or $3.54 per diluted share. ▪ Adjusted EBITDA (1) of $319.4 million up 6.5%; Adjusted EBITDA margin (1) of 9.7% up 50 basis points. Maintained disciplined alignment of our cost structure throughout fiscal 2021. ▪ Improved SG&A and Adjusted SG&A (1) margin by 110 and 100 basis points, respectively, despite the slightly deflationary price impacts for the year. ▪ Achieved SG&A and Adjusted SG&A (1) margin improvement in each quarter of fiscal 2021. Continued advancement of our growth strategy. Generated positive cash from operations and free cash flow of ~40% of Adjusted EBITDA. Strong balance sheet and liquidity. ▪ Cash of $167.0 million and $453.8 million available under credit facilities. ▪ As of 4/30/2021, net debt leverage of was 2.5x, the lowest level since the Company’s IPO. 1. For a reconciliation of Adjusted SG&A, Adjusted Net Income, Adjusted EBITDA, and Adjusted EBITDA Margin to the most directly com parable GAAP metrics, see Appendix. Continued advancement of our growth strategy to capitalize on significant long - term growth opportunities

5 $251.6 $293.9 32.6% 31.5% 20.0% 20.5% 21.0% 21.5% 22.0% 22.5% 23.0% 23.5% 24.0% 24.5% 25.0% 25.5% 26.0% 26.5% 27.0% 27.5% 28.0% 28.5% 29.0% 29.5% 30.0% 30.5% 31.0% 31.5% 32.0% 32.5% 33.0% 33.5% 34.0% 34.5% 35.0% 35.5% 36.0% 36.5% 37.0% $0 $50 $100 $150 $200 $250 $300 Fiscal Q4 2020 Fiscal Q4 2021 Gross Profit Gross Margin Q4 Fiscal 2021 Performance Net Sales & Mix Gross Profit & Margin ▪ Gross Profit increased 16.8%. ▪ As anticipated, gross margin of 31.5% declined from 32.6% a year ago primarily due to a continuation of unfavorable mix and pressured price - cost dynamics. ▪ Net sales up 20.9% due primarily to strong residential end markets, favorable pricing across product categories, and acquisition revenues, coupled with the negative impact of COVID - 19 related shutdowns in the prior year period. On a per day basis, net sales up 19.1%. ▪ Organic net sales up 17.1% (15.3% on a per day basis): Organic Growth Total Volume Price/Mix (1) Wallboard +13.3% +9.8% +3.5% Ceilings +7.0% +1.8% +5.2% Steel +21.4% +7.0% +14.4% Complementary +25.4% $770.8 $932.2 Fiscal Q4 2020 Fiscal Q4 2021 +20.9% 41.9% 14.4% 15.0% 28.7% 40.4% 13.0% 15.4% 31.2% WB Ceilings Steel Other ($ mm) ($ mm) 1. Price/Mix excludes the impact of foreign currency translation.

6 Q4 Fiscal 2021 Performance 1. For a reconciliation of Adjusted SG&A, Adjusted Net Income, Adjusted EBITDA and Adjusted EBITDA Margin to the most directly c omp arable GAAP metrics, see Appendix. SG&A and Adjusted SG&A (1) ▪ Reported SG&A was 22.2% of sales compared to 25.4% of sales a year ago. ▪ Adjusted SG&A (1) improved 260 basis points as a result of continued cost discipline as well as favorable operating leverage from higher pricing. $188.9 $204.2 24.5% 21.9% 20.0% 20.5% 21.0% 21.5% 22.0% 22.5% 23.0% 23.5% 24.0% 24.5% 25.0% $0 $50 $100 $150 $200 Fiscal Q4 2020 Fiscal Q4 2021 Adj. SG&A Adj. SG&A % ($ mm) Net Income, Adjusted Net Income (1) and Adjusted EBITDA (1) ▪ Reported net income and Adjusted net income (1) totaled $33.7 million and $46.9 million, respectively. ▪ Adjusted EBITDA (1) increased 43.5% and Adjusted EBITDA margin (1) improved 160 basis points year over year. $89.9 $82.5 $89.9 $82.5 $63.6 $91.2 8.2% 9.8% 8.0% 8.5% 9.0% 9.5% 10.0% $0 $50 $100 Fiscal Q4 2020 Fiscal Q4 2021 Adj. EBITDA Adj. EBITDA Margin ($ mm) +43.5%

7 Cash Flow, Liquidity and Net Leverage Cash From Operations and Free Cash Flow (1) LTM Net Debt / PF Adjusted EBITDA (2) $89.9 $82.5 ▪ Free cash flow of $72.8 million was approximately 80% of Adjusted EBITDA. ▪ Free cash flow lower year - over - year primarily due to the Company’s efforts to preserve liquidity at the end of fiscal 2020 in response to the COVID - 19 pandemic as well as current proactive inventory build in advance of expected manufacturer price increases and to ensure product availability. ▪ Substantial liquidity, with $167.0 million of cash on hand and an additional $453.8 million available under our revolving credit facilities as of 4/31/2021. ▪ Net debt leverage of 2.5x at lowest level since initial public offering. 1. For a reconciliation of free cash flow to cash provided by operating activities, the most directly comparable GAAP metric, se e A ppendix. 2. For detail, including a reconciliation of Pro Forma Adjusted EBITDA to net income, the most directly comparable GAAP metric, see Appendix. 2.9 x 3.0x 3.0 x 2.9 x 2.5 x 4/30/20 7/31/20 10/31/20 1/31/21 4/30/21 $167.7 $84.8 $163.4 $72.8 Q4 2020 Q4 2021 Cash Provided By Operating Activities Free Cash Flow

8 Attractive Capital Structure Debt (1) Maturity Schedule as of 4/30/2021 $89.9 $82.5 1. As of fiscal year ending April 30; Debt includes First Lien Term Loan, ABL Facility, Senior Notes, Finance Leases & Insta llm ent Notes. $46 $41 $32 $21 $497 $353 2022 2023 2024 2025 2026 Thereafter Q4 Debt Transactions: • Issued $350 million of unsecured senior notes in inaugural high yield bond market transaction. • 4.625% coupon. • Matures in May 2029. • Proceeds used to pre - pay a portion of Term Loan Facility. • Entered into an amendment to our First Lien Credit Agreement, reducing the interest rate to LIBOR plus 2.50%, representing a 25 - basis point improvement.

9 Strategic Growth Priorities Expand Share in Core Products Grow Complementary Products Platform Expansion Capitalize on existing fixed investment in locations and equipment where we’re underpenetrated or below expected share Grow select complementary product opportunities outside of core products to diversify and profitably expand our product offering Expand the platform through accretive acquisition and greenfield opportunities, balanced with debt reduction priorities Profitability Leverage our scale and employ technology and best practices to deliver further margin expansion

10 GMS is Well - Positioned for the Long - Term ▪ A North American market leader in specialty distribution of interior construction products. ▪ Significant scale combined with local expertise. ▪ Differentiated service model. ▪ Entrepreneurial culture. ▪ We are successfully executing our business as our team seizes opportunities and addresses challenges in dynamic market conditions. ▪ Strong cash flow generation resulting from nature of business model and tight management of working capital. ▪ Healthy balance sheet and strong liquidity position. ▪ Executing on strategic priorities to capitalize on long - term growth opportunities. Significant. Differentiated. Entrepreneurial.

11 Q4 FY 2021 Earnings Conference Call

12 Appendix

13 Summary Quarterly Financials (In millions, except per share data) 1Q20 2Q20 3Q20 4Q20 FY20 1Q21 2Q21 3Q21 4Q21 FY21 (Unaudited) Wallboard Volume (MSF) 1,064 1,103 993 1,029 4,189 1,054 1,073 997 1,147 4,270 Wallboard Price ($ / '000 Sq. Ft.) 321$ 318$ 317$ 314$ 317$ 311$ 308$ 312$ 329$ 311$ Wallboard 342$ 351$ 314$ 323$ 1,330$ 328$ 331$ 311$ 377$ 1,330$ Ceilings 129 123 113 111 476 114 111 102 121 476 Steel framing 132 136 119 115 502 110 111 104 143 502 Other products 245 252 215 221 934 250 260 234 291 934 Net sales 847 862 761 771 3,241 803 813 751 932 3,299 Cost of sales 574 577 508 519 2,178 542 548 508 638 2,236 Gross profit 274 284 253 252 1,063 260 265 243 294 1,063 Gross margin 32.3% 33.0% 33.3% 32.6% 32.8% 32.5% 32.6% 32.4% 31.5% 32.2% Operating expenses: Selling, general and administrative expenses 195 200 193 196 784 183 188 185 207 764 Depreciation and amortization 29 30 29 28 117 27 27 26 28 108 Impairment of goodwill - - - 63 63 - - - - - Total operating expenses 224 230 223 287 964 210 216 210 236 872 Operating income (loss) 50 55 31 (35) 100 50 49 33 58 191 Other (expense) income: Interest expense (18) (18) (16) (15) (68) (14) (14) (13) (13) (54) Gain on legal settlement - - - 14 14 - - 1 - 1 Write-off of discount and deferred financing costs - (1) - (1) (1) - - - (5) (5) Other income, net 1 1 (0) 1 2 1 1 1 1 3 Total other expense, net (17) (17) (17) (1) (53) (13) (13) (11) (17) (54) Income (loss) from continuing operations, before tax 32 37 14 (37) 46 37 37 22 42 137 Income tax expense 8 8 3 5 23 10 8 6 8 32 Net income (loss) 25$ 29$ 11$ (41)$ 23$ 27$ 28$ 16$ 34$ 106$ Business Days 64 65 62 64 255 64 64 61 65 254 Net Sales by Business Day 13.2$ 13.3$ 12.3$ 12.0$ 12.7$ 12.5$ 12.7$ 12.3$ 14.3$ 13.0$ Beginning Branch Count 254 258 258 261 254 263 260 261 262 263 Added Branches 4 - 3 2 9 (3) 1 1 6 5 Ending Branch Count 258 258 261 263 263 260 261 262 268 268

14 Quarterly Cash Flows (1) Free cash flow is a non - GAAP financial measure defined as net cash provided by (used in) operations less capital expenditures. D ifferences may occur due to rounding. ($ in millions) (Unaudited) 1Q20 2Q20 3Q20 4Q20 FY20 1Q21 2Q21 3Q21 3Q21 FY21 Net income (loss) $ 24.8 $ 29.1 $ 10.9 $ (41.5) $ 23.4 $ 27.2 $ 28.5 $ 16.1 $ 33.7 $ 105.5 Non-cash changes & other changes (4.5) 54.1 34.5 118.5 202.6 (0.1) 46.4 31.5 52.8 130.6 Changes in primary working capital components: Trade accounts and notes receivable (35.0) (15.1) 58.5 41.8 50.2 (41.5) (15.6) 41.7 (86.2) (101.6) Inventories 0.0 1.8 (1.5) (4.9) (4.6) 14.0 (15.0) (23.4) (22.3) (46.7) Accounts payable 2.2 12.4 (37.0) 53.8 31.5 (15.4) (4.5) (21.5) 106.8 65.4 Cash provided by (used in) operating activities (12.4) 82.4 65.4 167.7 303.1 (15.7) 39.8 44.4 84.8 153.3 Purchases of property and equipment (5.9) (8.7) (6.2) (4.3) (25.2) (4.7) (7.1) (6.0) (12.0) (29.9) Proceeds from sale of assets 0.2 0.8 0.2 0.9 2.2 0.3 0.4 0.5 1.0 2.3 Acquisitions of businesses, net of cash acquired (10.6) - (10.2) (3.3) (24.1) (0.2) 0.2 - (35.9) (36.0) Cash (used in) investing activities (16.3) (7.9) (16.2) (6.7) (47.1) (4.6) (6.6) (5.5) (46.9) (63.6) Cash provided by (used in) financing activities 5.3 (62.4) (44.4) 10.0 (91.3) (51.8) (55.1) (7.8) (22.0) (136.6) Effect of exchange rates 0.2 0.1 (0.2) (1.1) (1.1) 0.9 0.3 1.2 0.5 3.0 Increase (decrease) in cash and cash equivalents (23.2) 12.1 4.7 170.0 163.6 (71.2) (21.5) 32.4 16.4 (43.9) Balance, beginning of period 47.3 24.1 36.3 40.9 47.3 210.9 139.7 118.2 150.6 210.9 Balance, end of period $ 24.1 $ 36.3 $ 40.9 $ 210.9 $ 210.9 $ 139.7 $ 118.2 $ 150.6 $ 167.0 $ 167.0 Supplemental cash flow disclosures: Cash paid for income taxes $ 18.8 $ 6.9 $ 4.6 $ 1.3 $ 31.5 $ 3.5 $ 16.7 $ 11.7 $ 14.5 $ 46.4 Cash paid for interest $ 17.0 $ 16.6 $ 15.6 $ 14.5 $ 63.7 $ 13.1 $ 12.6 $ 12.4 $ 11.5 $ 49.7 Cash provided by (used in) operating activities $ (12.4) $ 82.4 $ 65.4 $ 167.7 $ 303.1 $ (15.7) $ 39.8 $ 44.4 $ 84.8 $ 153.3 Purchases of property and equipment (5.9) (8.7) (6.2) (4.3) (25.2) (4.7) (7.1) (6.0) (12.0) (29.9) Free cash flow (1) (18.3) 73.6 59.2 163.4 277.9 (20.5) 32.7 38.4 72.8 123.4

15 Q4 2021 Net Sales 1. Organic net sales growth calculation excludes net sales of acquired businesses until first anniversary of acquisition date an d i mpact of foreign currency translation. ($ in millions) (Unaudited) FY21 FY20 Reported Organic (1) Organic (1) 902.7$ 770.9$ Acquisitions 15.8 - Fx Impact 13.7 - Total Net Sales 932.2$ 770.9$ 20.9% 17.1% Wallboard 376.9$ 323.2$ 16.6% 13.3% Ceilings 121.3 111.1 9.1% 7.0% Steel Framing 143.3 115.3 24.2% 21.4% Other Products 290.7 221.2 31.4% 25.4% Total Net Sales 932.2$ 770.9$ 20.9% 17.1% Fiscal Q4 Variance

16 Quarterly Net Income (Loss) to Adjusted EBITDA Reconciliation Commentary A. Represents changes in the fair value of stock appreciation rights B. Represents changes in the fair value of noncontrolling interests C. Represents non - cash equity - based compensation expense related to the issuance of share - based awards D. Represents severance expenses and other costs permitted in calculations under the ABL Facility and the Term Loan Facility, including certain unusual, nonrecurring costs and credits received due to the COVID - 19 pandemic. E. Represents one - time costs related to acquisitions paid to third parties F. Includes impairment of assets resulting from restructuring plans to close certain facilities and gains from the sale of assets. G. Represents the non - cash cost of sales impact of purchase accounting adjustments to increase inventory to its estimated fair value H. Represents one - time costs related to our secondary offerings paid to third party advisors I. Represents costs paid to third - party advisors related to debt refinancing activities ( $ in 000s) 1Q20 2Q20 3Q20 4Q20 FY20 1Q21 2Q21 3Q21 4Q21 FY21 (Unaudited) Net Income (Loss) 24,820$ 29,138$ 10,879$ (41,456)$ 23,381$ 27,219$ 28,469$ 16,126$ 33,746$ 105,560$ Add: Interest Expense 18,277 17,559 16,474 15,408 67,718 14,081 13,525 13,454 12,726 53,786 Add: Write off of debt discount and deferred financing fees - 707 - 624 1,331 - - - 4,606 4,606 Less: Interest Income (12) (6) (8) (62) (88) (37) (14) (6) (29) (86) Add: Income Tax Expense 7,590 7,927 2,816 4,611 22,944 9,604 8,277 5,709 7,944 31,534 Add: Depreciation Expense 12,422 12,592 12,930 13,388 51,332 12,827 12,710 11,371 13,572 50,480 Add: Amortization Expense 16,853 16,926 16,492 14,930 65,201 14,270 14,535 14,191 14,649 57,645 EBITDA 79,950$ 84,843$ 59,583$ 7,443$ 231,819$ 77,964$ 77,502$ 60,845$ 87,214$ 303,525$ Adjustments Impairment of goodwill - - - 63,074 63,074 - - - - - Stock appreciation rights (A) 60 1,267 (347) 592 1,572 792 314 1,446 621 3,173 Redeemable noncontrolling interests (B) 662 (18) (318) 194 520 252 186 624 226 1,288 Equity-based compensation (C) 1,395 2,315 1,465 1,885 7,060 1,605 3,252 1,877 1,708 8,442 Severance and other permitted costs (D) 554 1,394 1,700 2,085 5,733 1,947 762 (83) 322 2,948 Transaction costs (acquisition and other) (E) 972 327 434 681 2,414 100 25 664 279 1,068 (Gain) loss on disposal of assets (F) (156) (586) (130) 1,530 658 394 481 (1,404) (482) (1,011) Effects of fair value adjustments to inventory (G) 151 - 310 114 575 - - - 788 788 Gain on legal settlement - - - (14,029) (14,029) - - (1,382) - (1,382) Secondary public offerings (H) - 363 - - 363 - - - - - Debt transaction costs (I) - - - - - - - - 532 532 Total Add-Backs 3,638$ 5,062$ 3,114$ 56,126$ 67,940$ 5,090$ 5,020$ 1,742$ 3,994$ 15,846$ Adjusted EBITDA (as reported) 83,588$ 89,905$ 62,697$ 63,569$ 299,759$ 83,054$ 82,522$ 62,587$ 91,208$ 319,371$ Net Sales Adjusted EBITDA Margin $932,203 9.8% $761,352 8.2% $770,850 8.2% $3,241,307 9.2% $802,573 10.3% $812,856 10.2% $751,191 8.3% $3,298,823 9.7% $847,176 9.9% $861,929 10.4%

17 Net Income to Pro Forma Adjusted EBITDA Reconciliation Commentary A. Represents changes in the fair value of stock appreciation rights B. Represents changes in the fair value of noncontrolling interests C. Represents non - cash equity - based compensation expense related to the issuance of share - based awards D. Represents severance expenses and other costs permitted in calculations under the ABL Facility and the Term Loan Facility, including certain unusual, nonrecurring costs and credits received due to the COVID - 19 pandemic. E. Represents one - time costs related to our initial public offering and acquisitions paid to third party advisors as well as costs related to the retirement of corporate stock appreciation rights F. Represents management fees paid to AEA, which were discontinued after the IPO G. Represents the non - cash cost of sales impact of purchase accounting adjustments to increase inventory to its estimated fair value H. Represents mark - to - market adjustments for derivative financial instruments I. Represents one - time costs related to our secondary offerings paid to third party advisors J. Represents expenses paid to third party advisors related to debt refinancing activities K. Pro forma impact of earnings from acquisitions from the beginning of the LTM period to the date of acquisition, including synergies ( $ in 000s) 2021 2020 2019 2018 2017 2016 (Unaudited) Net Income 105,560$ 23,381$ 56,002$ 62,971$ 48,886$ $ 12,564 Add: Interest Expense 53,786 67,718 73,677 31,395 29,360 37,418 Add: Write off of debt discount and deferred financing fees 4,606 1,331 - 74 7,103 - Less: Interest Income (86) (88) (66) (177) (152) (928) Add: Income Tax Expense 31,534 22,944 14,039 20,883 22,654 12,584 Add: Depreciation Expense 50,480 51,332 46,456 24,075 25,565 26,667 Add: Amortization Expense 57,645 65,201 71,003 41,455 43,675 37,548 EBITDA 303,525$ 231,819$ 261,111$ 180,676$ 177,091$ $ 125,853 Adjustments Impairment of goodwill - 63,074 - - - - Stock appreciation rights (A) 3,173 1,572 2,730 2,318 148 1,988 Redeemable noncontrolling interests (B) 1,288 520 1,188 1,868 3,536 880 Equity-based compensation (C) 8,442 7,060 3,906 1,695 2,534 2,699 Severance and other permitted costs (D) 2,948 5,733 8,152 581 (157) 379 Transaction costs (acquisition and other) (E) 1,068 2,414 7,858 3,370 2,249 3,751 (Loss) gain on disposal of assets (1,011) 658 (525) (509) (338) (645) AEA management fee (F) - - - - 188 2,250 Effects of fair value adjustments to inventory (G) 788 575 4,176 324 946 1,009 Gain on legal settlement (1,382) (14,029) - - - - Change in fair value of financial instruments (H) - - 6,395 6,125 382 - Secondary public offerings (I) - 363 - 1,525 1,385 19 Debt transaction costs (J) 532 - 678 1,285 265 - Total Add-Backs 15,846$ 67,940$ 34,558$ 18,582$ 11,138$ 12,330$ Adjusted EBITDA (as reported) 319,371$ 299,759$ 295,669$ 199,258$ 188,229$ 138,183$ Contributions from acquisitions (K) 4,948 1,480 6,717 1,280 9,500 12,093 Pro Forma Adjusted EBITDA 324,319$ 301,239$ 302,386$ 200,538$ 197,729$ 150,276$

18 Income (Loss) Before Taxes to Adjusted Net Income Reconciliation Commentary A. Depreciation and amortization from the increase in value of certain long - term assets associated with the April 1, 2014 acquisition of the predecessor company and the acquisition of Titan. B. Normalized cash tax rate determined based on our estimated taxes excluding the impact of purchase accounting and certain other deferred tax amounts. C. Diluted shares outstanding for periods prior to June 13, 2019 have been adjusted to include the effect of 1.1 million shares of equity issued in connection with the acquisition of Titan that were exchangeable for the Company’s common stock. On June 13, 2019, the holders exchanged all of the exchangeable shares for 1.1 million shares of the Company’s common stock. ($ in 000s) 4Q21 4Q20 FY21 FY20 (Unaudited) Income (loss) before taxes 41,690$ (36,845)$ 137,094$ 46,325$ EBITDA add-backs 3,994 56,126 15,846 67,940 Write-off of debt discount and deferred financing fees 4,606 624 4,606 1,331 Purchase accounting depreciation and amortization (A) 10,257 11,038 40,311 47,568 Adjusted pre-tax income 60,547 30,943 197,857 163,164 Adjusted income tax expense 13,623 6,962 44,518 36,712 Adjusted net income 46,924$ 23,981$ 153,339$ 126,452$ Effective tax rate (B) 22.5% 22.5% 22.5% 22.5% Weighted average shares outstanding: Basic 42,994 42,435 42,765 41,853 Diluted (C) 43,828 42,826 43,343 42,637 Adjusted net income per share: Basic 1.09$ 0.57$ 3.59$ 3.02$ Diluted 1.07$ 0.56$ 3.54$ 2.97$

19 Reported SG&A to Adjusted SG&A Reconciliation Commentary A. Represents changes in the fair value of stock appreciation rights B. Represents changes in the fair value of noncontrolling interests C. Represents non - cash equity - based compensation expense related to the issuance of share - based awards D. Represents severance expenses and other costs permitted in calculations under the ABL Facility and the Term Loan Facility, including certain unusual, nonrecurring costs and credits received due to the COVID - 19 pandemic. E. Represents one - time costs related to acquisitions paid to third parties. F. Represents one - time costs related to our secondary offerings paid to third party advisors (Unaudited) 1Q20 2Q20 3Q20 4Q20 FY2020 1Q21 2Q21 3Q21 4Q21 FY2021 ($ in millions) SG&A - Reported 194.6$ 200.5$ 193.4$ 195.6$ 784.1$ 183.1$ 188.4$ 184.8$ 207.3$ 763.6$ Adjustments Stock appreciation rights (A) (0.1) (1.3) 0.3 (0.6) (1.6) (0.8) (0.3) (1.4) (0.6) (3.2) Redeemable noncontrolling interests (B) (0.7) 0.0 0.3 (0.2) (0.5) (0.3) (0.2) (0.6) (0.2) (1.3) Equity-based compensation (C) (1.4) (2.3) (1.5) (1.9) (7.1) (1.6) (3.3) (1.9) (1.7) (8.4) Severance and other permitted costs (D) (0.6) (1.4) (0.5) (1.9) (4.3) (1.9) (0.8) 0.1 (0.3) (2.9) Transaction costs (acquisition and other)(E) (1.0) (0.3) (0.4) (0.7) (2.4) (0.1) (0.0) (0.7) (0.3) (1.1) Gain on disposal of assets 0.2 0.6 0.1 (1.5) (0.7) (0.4) (0.5) 1.4 0.5 1.0 Secondary public offerings (F) - (0.4) - - (0.4) - - - - - Debt transaction costs - - - - - - - - (0.5) (0.5) SG&A - Adjusted 191.1$ 195.4$ 191.8$ 188.9$ 767.2$ 178.1$ 183.3$ 181.7$ 204.2$ 747.3$ % of net sales 22.6% 22.7% 25.2% 24.5% 23.7% 22.2% 22.5% 24.2% 21.9% 22.7%

20 Leverage Summary (1) Net of unamortized discount of $1.8mm, $1.5 mm, $1.4 mm, $1.4 mm, and $0.6 million as of April 30, 2020, July 31, 2020, Octo ber 31, 2020, January 31,2021, and April 30,2021, respectively. (2) Net of deferred financing costs of $9.0 mm, $8.5 mm, $8.1 mm, $7.6 mm, and $4.1 mm as of April 30, 2020, July 31, 2020, Octob er 31, 2020, January 31,2021, and April 30,2021, respectively. (3) Net of deferred financing costs of $5.5 million as of April 30, 2021 (4) Net of unamortized discount of $1.1 mm, $1.0mm mm, $0.9 mm, $0.8 mm, and $0.7 mm as of April 30, 2020, July 31, 2020, October 31 , 2020, January 31,2021, and April 30,2021, respectively. (5) For a reconciliation Pro Forma Adjusted EBITDA to net income, the most directly comparable GAAP metric, see Appendix. ($ mm) 4/30/20 7/31/20 10/31/20 1/31/21 4/30/21 LTM LTM LTM LTM LTM Cash and cash equivalents $211 $140 $118 $151 $167 Asset-Based Revolver $87 $44 $0 $0 $0 First Lien Term Loan (1)(2) 866 864 862 860 505 Senior Notes (3) - - - - 345 Capital Lease Obligations 129 123 122 122 118 Installment Notes & Other (4) 15 13 12 12 11 Total Debt $1,097 $1,045 $996 $994 $978 Total Net Debt $887 $905 $878 $844 $811 PF Adj. EBITDA (5) $302 $300 $292 $292 $324 Total Debt / PF Adj. EBITDA 3.6x 3.5x 3.4x 3.4x 3.0x Net Debt / PF Adj. EBITDA 2.9x 3.0x 3.0x 2.9x 2.5x

XML

Cover	Jun. 24, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 24, 2021
Entity File Number	001-37784
Entity Registrant Name	GMS INC.
Entity Central Index Key	0001600438
Entity Tax Identification Number	46-2931287
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	100 Crescent Centre Parkway
Entity Address, Address Line Two	Suite 800
Entity Address, City or Town	Tucker
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30084
City Area Code	800
Local Phone Number	392-4619
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	GMS
Security Exchange Name	NYSE
Entity Emerging Growth Company	false