EX-99.1 2 tm238477d1_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

Investor Overview March 2023

 

 

2 Safe Harbor and B asis of Presentation Forward - Looking Statement Safe Harbor — This presentation includes “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You can generally identify forward - looking statements by the Company’s use of forward - looking terminology such as “anticipate,” “bel ieve,” “confident,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “seek,” or “should,” or the negative thereof or other variations th ere on or comparable terminology. In particular, statements about the markets in which GMS operates and our products, including potential growth in those markets and products, the economy general ly, our ability to continue successfully navigating the evolving operating environment and executing our business, strategic initiatives and priorities and growth potential, future M&A and greenfields , product availability, inflation, capital structure, pricing, volumes, net sales, organic sales, gross margins, incremental EBITDA, Adjusted EBITDA, Adjusted EBITDA ma rgi n, interest expense, tax rates, capital expenditures, free cash flow, cash flow generation and working capital management, future financial performance and liquidity, the ability of the Company to grow stronger, the ability to deliver growth, value creation and long - term success, and the Company’s cost reduction initiatives and results thereof contained in this present ation may be considered forward - looking statements. Statements about our expectations, beliefs, plans, strategies, objectives, prospects, assumptions or future events or perform anc e may be considered forward - looking statements. The Company has based forward - looking statements on its current expectations, assumptions, estimates and projections. While the Comp any believes these expectations, assumptions, estimates and projections are reasonable, such forward - looking statements are only predictions and involve known and unknown ris ks 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 repor ts filed with the SEC. In addition, the statements in this release are made as of March 6, 2023. 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 t he Company’s views as of any date subsequent to March 6, 2023. Use of Non - GAAP and Adjusted Financial Information — To supplement GAAP financial information, we use adjusted measures of operating results which are non - GAAP measures. This non - GAAP adjusted financial information is provided as additional information for investors. These adjusted results exclude certain costs, expenses, gains and losses, and we believe their exclusion can enhance an overall understanding of our past financial performance and also our prospects for the fu ture. These adjustments to our GAAP results are made with the intent of providing both management and investors a more complete understanding of our operating performance by excl udi ng non - recurring, infrequent or other non - cash charges that are not believed to be material to the ongoing performance of our business. The presentation of this additional inf ormation is not meant to be considered in isolation or as a substitute for GAAP measures of net income, diluted earnings per share or net cash provided by (used in) operating activities pr epared in accordance with generally accepted accounting principles in the United States. Please see the Appendix to this presentation for a further discussion on these non - GAAP measure s and a reconciliation of these non - GAAP measures to the most directly comparable GAAP measures.

 

 

3 Fiscal 2022 Net Sales 52 yrs LTM Q3 FY23 1 Net Sales $ 5.3 B Leading Brands 50+ Distribution yard locations across the U.S. & Canada ~300 GMS at a Glance 6,500+ GMS Team Members NYSE Ticker Symbol GMS Tool Sales, Rentals & Service Centers 100+ 1. LTM Q3 FY23 is defined as the twelve months ended January 31, 2023 2. For a reconciliation of Adjusted EBITDA to the most directly comparable GAAP metrics, see Appendix. Information as of March 2023 unless otherwise noted LTM Q3 FY23 Adj. EBITDA 2 $ 665.6 M Founded in 1971

 

 

4 Providing Value to Contractors and Builders A leading North American specialty distributor of construction products GMS provides the products and value - added services to contractors who install wallboard, ceilings, steel framing and other complementary building products ​ • Expertise across local markets, leveraging scaled North American footprint​ • One - stop - shop for contractors with a broad product offering​ • Critical link between suppliers and a highly fragmented customer base​ Net Sales Breakdown (YTD Q3 FY23) 40% WALLBOARD 19% STEEL FRAMING 12% CEILINGS 29% COMPLEMENTARY PRODUCTS Note: YTD Q3 FY23 refers to the nine months ended January 31, 2023

 

 

5 Local Go - To - Market Strategy with Scale Benefits GMS’s model provides for the intimacy of a local business, exceptional customized service and an entrepreneurial culture while leveraging North American economy of scale • Combines the benefits of a local “go - to - market” strategy and relationships with economics of scale • Integrated North American platform operated through over 50 highly - respected local brands GMS distribution locations USA and Canada

 

 

6 Fiscal YTD Q3 FY2023 Highlights • Net Sales of $4 billion, up 20% • Gross Profit of $1.3 billion, up 21% • Gross Margin of 32.3%, up 20 basis points • Net Income up 31% • Adjusted EBITDA 1 up 24% to $511 million • Adjusted EBITDA Margin 1 of 12.7%, up 40 basis points • Significantly improved cash flow generation as compared with a year ago – Cash flow provided by operating activities of $237 million YTD Q3 FY23, compared with a use of cash from operating activities of $20 million in YTD Q3 FY22 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. Note: YTD Q3 FY23 refers to the nine months ended January 31, 2023; YTD Q3 FY22 refers to the nine months ended January 31, 20 22. $196.9 $237.5 $412.7 $257.4 $303.1 $511.4 Net Income Adj. Net Income Adj. EBITDA Net Income, Adj Net Income 1 & Adj EBITDA 1 ($ in millions) YTD Q3 FY22 YTD Q3 FY23 Net Sales Gross Profit Net Income $4B $1.3B $257M 20% 21% 31% Comparisons below are to YTD Q3 FY22 Record Levels of Net Sales, Net Income and Adjusted EBITDA 1 for Fiscal YTD Q3 FY23

 

 

7 Strategic Growth Priorities – Q3 Fiscal 2023 Update Capitalize on existing fixed investments in locations and equipment where we are underpenetrated or below expected share Grow Complementary Product opportunities outside of core products to diversify and profitably expand our offerings Expand the platform through accretive acquisition and greenfield opportunities Leverage our scale and employ technology and best practices to deliver a best - in - class customer experience and further profit improvement • Industry data indicates full year calendar 2022 share growth in Wallboard and Steel Framing • Solid growth in Architectural Specialty Ceilings • Benefits of scale and our commitment to service provide value to our customers and confidence for continued growth in our core products • 11.7% net sales growth • 8.2% organic sales growth • 11 th straight quarter of growth for this category • Complementary Products has grown over time to contribute nearly 30% of our net sales • Made our first entries into the New York City market • Acquisition of Tanner Bolt & Nut, Inc. added four New York City metro area locations specializing in the distribution of tools & fasteners. Represents a platform from which we intend to expand our Tools & Fastener offerings in New York and the surrounding areas. • Also opened a Ceilings - focused greenfield in Brooklyn, NY in Jan. • Opened a greenfield yard location in Chester, VA in November • Also opened three new AMES store locations during the quarter • Net debt leverage at Jan. 31, 2023 was 1.6 times, down from 2.3 a year ago • Enhancing our role as a valuable partner by providing customers with the ability to easily transact with us, including online ordering, delivery status updates and proof of delivery notification and photos • Driving purchasing and operational efficiencies and helping to offset operational cost increases • Building our “Yard of the Future” to improve efficiency, productivity and profitability while delivering greater value to our customers and stakeholders • Organization - wide effort to reduce complexity cost Expand Share in Core Products Grow Complementary Products Platform Expansion Drive Improved Productivity & Profitability

 

 

8 20% 19% 16% 45% 29% 12% 22% 37% Continuing to Diversify and Profitably Expand Offerings Successfully Growing Complementary Products Complementary Products 2014 Net Sales: $1.4B NET SALES BREAKDOWN (FISCAL 2014) 2022 Net Sales: $4.6B NET SALES BREAKDOWN (FISCAL 2022) Complementary Products Ceilings Steel Framing Wallboard Up from 20% to 29% of sales from FY2014 to FY2022 *Steel framing experienced significant product price inflation during fiscal 2022. As a comparison, steel framing contributed 14% of fiscal 2021’s net sales. * Net Sales by Product Category Core Products: • Wallboard: Used to finish the interior walls and ceilings in residential, commercial and institutional construction projects • Ceilings: Suspended ceiling systems comprised primarily of acoustical solutions for commercial spaces including mineral fiber tiles and grid as well as architectural specialties such as wood, steel and other unique finishes • Steel Framing: Steel framing products sold into commercial applications, typically as part of a package with wallboard, ceilings and other products * Note: YTD Q3 FY23 refers to the nine months ended January 31, 2023

 

 

9 Track Record of Successful Platform Expansion Date Acquisition/Greenfield Locations Strategic Rationale Dec - 22 ▪ 4 Locations - NYC Metro Area ▪ Establishes multi - location complimentary products in the #1 MSA – NYC Metro Area Jun - 22 ▪ Sarasota, FL ▪ Margin - accretive Complementary Products acquisition in highly desirable SW Florida market Dec - 21 ▪ ~85 US Locations at purchase date ▪ Diversified core products with complementary product offerings Jan - 23 New York City ▪ Brooklyn, NY ▪ Inaugural location focused on Ceilings products in the New York City market Nov - 22 South Richmond ▪ Chester, VA ▪ Expands market service coverage in the Richmond, VA market for Commonwealth Building Materials Aug - 22 Greenville ▪ Greenville, NC ▪ New location for Colonial Materials to enhance service capabilities in the Greenville market May - 22 Cleveland ▪ Cleveland, OH ▪ Full - product - line location complementing acquisition of Architectural Coatings Distributors Completed 85+ acquisitions and greenfields since May 2014. All U.S. yard locations are fully integrated into the GMS platform Since August 2014, GMS has acquired 42 companies representing a total of ~120 distribution locations Since August 2014, GMS has opened an additional ~48 organic greenfield locations , complementing acquisition strategy Since acquiring AMES Taping Tools in December 2021, GMS has opened 14 new AMES store locations Select Recent GMS Expansion As of Sep 1, 2022

 

 

10 Opportunities for Further Platform Expansion • Opportunity to expand our geographic footprint in under - served and under - penetrated markets through accretive greenfield locations and acquisitions • Current footprint comprises ~300 distribution yard locations covering 47 U.S. States and 6 Canadian Provinces; Plus ~100 AMES store locations • At least some level of presence in 78 of the Top 100 U.S. Metropolitan Statistical Areas (“MSA’s”) and 8 of the Top 10 Canadian Metropolitan Areas (“CMA’s”) • Significant whitespace and underpenetrated markets remaining in both the U.S. and Canada • Opportunities to develop “Complementary Products” in markets where GMS already has an established presence to drive further share gains As of March 2023 GMS Distribution Location Map Legend Targeted Expansion Area California Mountain West Western Canada South Central Texas Central Midwest Gulf Coast New England Eastern Canada South Florida AMES Location

 

 

11 CAGR FY - 16 through LTM Q323 : Net Sales: Adjusted EBITDA*: Proven Track Record of Growth & Improved Profitability *For a reconciliation of Adjusted EBITDA and Adjusted EBITDA margin to the most directly comparable GAAP metrics, see Appendi x. Note: LTM Q323 refers to the twelve months ended January 31, 2023. $1,858 $2,319 $2,511 $3,116 $3,241 $3,299 $4,635 $5,314 7.4% 8.1% 7.9% 9.5% 9.2% 9.7% 12.2% 12.5% FY-16 FY-17 FY-18 FY-19 FY-20 FY-21 FY-22 LTM Q323 Net Sales Adj. EBITDA Margin* $ millions 16.8% 26.2%

 

 

12 Attractive Capital Structure Supports Strategic Priorities • Significant improvement in cash flow as the supply chain improved • Generated Cash from Operating Activities of $134.1 million, compared to $57.2 million in Q3 FY22 • Generated Free Cash Flow 1 of $122.5 million, compared to $40.2 million in Q3 FY22 • Substantial liquidity, with $186.7 million of cash on hand and an additional $574.4 million available under our revolving credit facilities as of 1/31/2023 • Fiscal year 2023 Free Cash Flow 1 is expected to exceed our “Through the Cycle” expectation of 40% - 50% of Adjusted EBITDA 1 • Repurchased approximately 656 thousand shares for $33.2 million during Q3 FY23 • As of the end of Q3 FY23, $128 million of repurchase authorization remained Cash From Operations and Free Cash Flow 1 $89.9 2.3 x 1.8 1.8 1.6 1.6 1/31/2022 4/30/2022 7/31/2022 10/31/2022 1/31/2023 $13 $51 $35 $512 $16 $604 FY23 FY24 FY25 FY26 FY27 Thereafter LTM Net Debt / PF Adjusted EBITDA 2 Debt 3 Maturity Schedule as of 01/31/2023 $ in millions 1. For a reconciliation of free cash flow to cash used in operating activities, the most directly comparable GAAP metric, see Ap pen dix. 2. For detail, including a reconciliation of Pro Forma Adjusted EBITDA to net income, the most directly comparable GAAP metric, see Appendix. 3. Debt includes First Lien Term Loan, ABL Facility, Senior Notes, Finance Leases & Installment Notes. x x x Increased Share Repurchase Activity x

 

 

13 GMS is Well Positioned across Commercial and Residential Markets with Scale and Balanced Product Mix • Continue to see high levels of multi - family residential activity • Further deterioration of single - family residential demand is expected in the near - term; Extent and duration of decline is uncertain, but recent comments from some large public builders are encouraging • Year - over - year improvement in commercial construction activity expected in near - term • Favorable demographics in an underbuilt industry provides support for the medium - to long - term • Opened 31 greenfield locations and completed 13 strategic acquisitions since the start of fiscal 2020 to enhance customer service, drive growth in product offerings and improve efficiencies, all while reducing our net debt leverage ratio from 3.6x at April 30, 2019 to 1.6x at January 31, 2023 • Continuing to modernize and upgrade fleet, adding safety features to protect employees and customers and for risk management benefits • Technology investments to automate work has led to increased productivity, making us better operators • Lowering complexity costs in the business Strategic Investments Position GMS for Near - Term Industry Dynamics & Long - Term Success Industry Fundamentals Support Outlook Greenfield and Acquisition totals are calculated since the start of fiscal 2020 through January 31, 2023

 

 

14 Appendix

 

 

15 Expectations 1. For a reconciliation of Adjusted SG&A, Adjusted Net Income, Adjusted EBITDA, Adjusted EBITDA Margin and Free Cash Flow to the mo st directly comparable GAAP metrics, see Appendix. Expectations for Q4 Fiscal 2023 Wallboard Volume Expectations by End Market (as compared to Q4 FY22): • Q4 FY23 Multi - family YOY wallboard volume growth expected: >20% • Q4 FY23 Commercial YOY wallboard volume growth expected: Single - digits • Q4 FY23 Single - family YOY wallboard volume declines expected: High - teens Pricing Expectations (as compared to Q4 FY22): • Q4 FY23 Wallboard pricing: mid - to - high teen inflation • Q4 FY23 Ceilings pricing: flattish YOY • Q4 FY23 Complementary Product pricing: slightly inflationary • Q4 FY23 Steel Framing pricing: YOY decline of 20% - 25% Net Sales, Gross Margin and Adjusted EBITDA 1 Expectations: • Q4 FY23 Expected Year - Over - Year Net Sales: flat to down low - single - digits • Q4 FY23 Expected Gross Margin: Generally consistent with long - term trend, around 32% • Q4 FY23 Adjusted EBITDA 1 : In the range of $139 million to $144 million • FY23 Full year interest expense: ~$63 million • FY23 Cash tax rate for Adjusted Net Income 1 : ~25.5% • FY23 Full year capital expenditures: $40 million - $45 million • FY23 Free Cash Flow 1 : Approximately 55% of Fiscal 2023 Adjusted EBITDA 1 Full Year Fiscal 2023 Expectations

 

 

16 Summary Quarterly Financials (In millions) 1Q22 2Q22 3Q22 4Q22 FY22 1Q23 2Q23 3Q23 (Unaudited) Wallboard Volume (MSF) 1,095 1,104 1,054 1,181 4,433 1,191 1,232 1,058 Wallboard Price ($ / '000 Sq. Ft.) 356$ 376$ 394$ 416$ 386$ 438$ 474$ 473$ Wallboard 390$ 415$ 415$ 491$ 1,711$ 522$ 585$ 501$ Ceilings 138 141 140 149 568 167 160 147 Steel framing 196 272 283 277 1,028 275 278 234 Complementary products 318 323 316 372 1,328 396 409 353 Net sales 1,042 1,151 1,154 1,289 4,635 1,360 1,431 1,235 Cost of sales 706 779 786 876 3,147 925 966 832 Gross profit 336 372 368 413 1,488 435 465 402 Gross margin 32.2% 32.3% 31.9% 32.0% 32.1% 32.0% 32.5% 32.6% Operating expenses: Selling, general and administrative expenses 214 231 241 264 950 268 279 267 Depreciation and amortization 28 29 30 32 119 32 32 31 Total operating expenses 242 260 271 297 1,069 300 311 299 Operating income 94 112 97 116 419 135 153 103 Other (expense) income: Interest expense (14) (15) (15) (14) (58) (15) (16) (17) Other income, net 1 1 1 1 4 2 2 2 Total other expense, net (13) (14) (14) (13) (54) (13) (14) (15) Income before taxes 81 98 83 103 365 122 139 88 Income tax expense 20 24 21 26 91 32 36 24 Net income 61$ 74$ 61$ 76$ 273$ 90$ 103$ 65$ Business Days 63 64 62 64 253 63 65 62 Net Sales by Business Day 16.5$ 18.0$ 18.6$ 20.1$ 18.3$ 21.6$ 22.0$ 19.9$ Beginning Branch Count 268 283 285 286 268 292 295 297 Added Branches 15 2 1 6 24 3 2 6 Ending Branch Count 283 285 286 292 292 295 297 303

 

 

17 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) 1Q22 2Q22 3Q22 4Q22 FY22 1Q23 2Q23 3Q23 Net income $ 61.2 $ 74.4 $ 61.4 $ 76.5 $ 273.4 $ 89.5 $ 103.2 $ 64.8 Non-cash changes & other changes 28.8 57.8 43.9 65.6 196.2 8.9 63.3 21.8 Changes in primary working capital components: Trade accounts and notes receivable (73.5) (73.9) 37.4 (52.2) (162.1) (69.6) (63.8) 105.3 Inventories (87.3) (81.2) (22.6) 34.8 (156.3) (28.7) (3.6) (2.4) Accounts payable (4.3) 20.9 (62.9) 74.7 28.4 (4.4) 8.2 (55.3) Cash provided by (used in) operating activities (75.1) (2.0) 57.2 199.5 179.6 (4.4) 107.3 134.1 Purchases of property and equipment (6.8) (9.3) (17.0) (7.9) (41.1) (10.9) (10.7) (11.6) Proceeds from sale of assets 0.3 0.2 0.7 0.8 1.9 0.3 0.6 0.8 Acquisitions of businesses, net of cash acquired (123.0) (1.9) (220.4) (2.7) (348.1) (2.6) (0.0) (17.8) Cash (used in) investing activities (129.6) (11.1) (236.8) (9.8) (387.2) (13.3) (10.1) (28.6) Cash provided by (used in) financing activities 81.4 28.7 207.8 (174.6) 143.3 22.2 (77.4) (43.8) Effect of exchange rates (0.2) 0.1 (0.5) (0.2) (0.8) 0.2 (2.2) 0.8 Increase (decrease) in cash and cash equivalents (123.4) 15.7 27.7 14.9 (65.1) 4.7 17.6 62.5 Balance, beginning of period 167.0 43.6 59.3 87.0 167.0 101.9 106.6 124.2 Balance, end of period $ 43.6 $ 59.3 $ 87.0 $ 101.9 $ 101.9 $ 106.6 $ 124.2 $ 186.7 Supplemental cash flow disclosures: Cash paid for income taxes $ 1.0 $ 36.8 $ 23.3 $ 25.2 $ 86.3 $ 3.2 $ 57.6 $ 24.9 Cash paid for interest $ 8.6 $ 9.0 $ 18.1 $ 10.5 $ 46.2 $ 17.8 $ 11.5 $ 19.9 Cash provided by (used in) operating activities $ (75.1) $ (2.0) $ 57.2 $ 199.5 $ 179.6 $ (4.4) $ 107.3 $ 134.1 Purchases of property and equipment (6.8) (9.3) (17.0) (7.9) (41.1) (10.9) (10.7) (11.6) Free cash flow (1) (81.9) (11.3) 40.2 191.6 138.5 (15.3) 96.5 122.5

 

 

18 Q3 2023 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) FY23 FY22 Reported Organic (1) Organic (1) 1,227.3$ 1,153.6$ Acquisitions 16.6 - Fx Impact (9.3) - Total Net Sales 1,234.6$ 1,153.6$ 7.0% 6.4% Wallboard 500.7$ 415.1$ 20.6% 41.4% Ceilings 146.8 139.9 4.9% 13.6% Steel Framing 234.5 282.8 (17.1%) 2.5% Other Products 352.6 315.8 11.7% 17.8% Total Net Sales 1,234.6$ 1,153.6$ 7.0% 6.4% Fiscal Q3 Variance

 

 

19 Quarterly Net Income to Adjusted EBITDA Reconciliation Commentary A. Represents changes in the fair value of stock appreciation rights B. Represents changes in the fair value of noncontrolling interests C. Represents non - cash equity - based compensation expense related to the issuance of share - based awards D. Represents severance expenses and other costs permitted in calculations under the ABL Facility and the Term Loan Facility E. Represents one - time costs related to acquisitions paid to third parties F. Includes gains and losses from the sale and disposal of assets G. Represents the non - cash cost of sales impact of purchase accounting adjustments to increase inventory to its estimated fair value ( $ in 000s) 1Q22 2Q22 3Q22 YTD Q3 FY22 1Q23 2Q23 3Q23 YTD Q3 FY23 (Unaudited) Net Income 61,202$ 74,361$ 61,383$ 196,946$ 89,470$ 103,153$ 64,775$ 257,398$ Add: Interest Expense 13,657 14,744 15,429 43,830 14,661 16,055 16,943 47,659 Less: Interest Income - (27) (40) (67) (56) (154) (180) (390) Add: Income Tax Expense 19,971 23,769 21,211 64,951 32,030 35,995 23,697 91,722 Add: Depreciation Expense 12,925 13,703 13,816 40,444 14,993 15,058 15,162 45,213 Add: Amortization Expense 14,789 15,700 15,934 46,423 17,447 17,168 16,257 50,872 - - EBITDA 122,544$ 142,250$ 127,733$ 392,527$ 168,545$ 187,275$ 136,654$ 492,474$ Adjustments Stock appreciation rights (A) 892 983 1,251 3,126 2,344 3,230 314 5,888 Redeemable noncontrolling interests (B) 310 593 182 1,085 495 340 368 1,203 Equity-based compensation (C) 1,958 3,215 3,077 8,250 3,132 3,781 3,285 10,198 Severance and other permitted costs (D) 147 249 273 669 352 379 (315) 416 Transaction costs (acquisition and other) (E) 575 2,393 921 3,889 386 292 476 1,154 (Gain) loss on disposal of assets (F) (78) (144) (252) (474) (284) 81 (411) (614) Effects of fair value adjustments to inventory (G) 1,731 - 1,870 3,601 44 135 457 636 Total Add-Backs 5,535$ 7,289$ 7,322$ 20,146$ 6,469$ 8,238$ 4,174$ 18,881$ Adjusted EBITDA (as reported) 128,079$ 149,539$ 135,055$ 412,673$ 175,014$ 195,513$ 140,828$ 511,355$ Net Sales $1,042,076 $1,150,551 $1,153,595 $3,346,222 $1,359,553 $1,430,979 $1,234,618 $4,025,150 Adjusted EBITDA Margin 12.3% 13.0% 11.7% 12.3% 12.9% 13.7% 11.4% 12.7%

 

 

20 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 the non - cash cost of sales impact of purchase accounting adjustments to increase inventory to its estimated fair value G. Represents mark - to - market adjustments for derivative financial instruments H. Represents one - time costs related to our secondary offerings paid to third party advisors I. Represents expenses paid to third party advisors related to debt refinancing activities J. Pro forma impact of earnings from acquisitions from the beginning of the LTM period to the date of acquisition, including synergies ( $ in 000s) LTM 3Q23 2022 2021 2020 2019 2018 2017 2016 (Unaudited) Net Income 333,894$ 273,442$ 105,560$ 23,381$ 56,002$ 62,971$ 48,886$ 12,564$ Add: Interest Expense 61,926 58,097 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 (486) (163) (86) (88) (66) (177) (152) (928) Add: Income Tax Expense 118,148 91,377 31,534 22,944 14,039 20,883 22,654 12,584 Add: Depreciation Expense 60,206 55,437 50,480 51,332 46,456 24,075 25,565 26,667 Add: Amortization Expense 68,244 63,795 57,645 65,201 71,003 41,455 43,675 37,548 EBITDA 641,932$ 541,985$ 303,525$ 231,819$ 261,111$ 180,676$ 177,091$ 125,853$ Adjustments Impairment of goodwill - - 63,074 - - - Stock appreciation rights (A) 7,165 4,403 3,173 1,572 2,730 2,318 148 1,988 Redeemable noncontrolling interests (B) 2,101 1,983 1,288 520 1,188 1,868 3,536 880 Equity-based compensation (C) 12,916 10,968 8,442 7,060 3,906 1,695 2,534 2,699 Severance and other permitted costs (D) 879 1,132 2,948 5,733 8,152 581 (157) 379 Transaction costs (acquisition and other) (E) 810 3,545 1,068 2,414 7,858 3,370 2,249 3,751 (Gain) loss on disposal of assets (1,053) (913) (1,011) 658 (525) (509) (338) (645) Effects of fair value adjustments to inventory (F) 853 3,818 788 575 4,176 324 946 1,009 Gain on legal settlement - (1,382) (14,029) - - - - Change in fair value of financial instruments (G) - - - - 6,395 6,125 382 19 Secondary public offerings (H) - - - 363 - 1,525 1,385 - Debt transaction costs (I) - - 532 - 678 1,285 265 - Total Add-Backs 23,671$ 24,936$ 15,846$ 67,940$ 34,558$ 18,582$ 11,138$ 12,330$ Adjusted EBITDA (as reported) 665,603$ 566,921$ 319,371$ 299,759$ 295,669$ 199,258$ 188,229$ 138,183$ Contributions from acquisitions (J) 2,536 21,348 4,948 1,480 6,717 1,280 9,500 12,093 Pro Forma Adjusted EBITDA 668,139$ 588,269$ 324,319$ 301,239$ 302,386$ 200,538$ 197,729$ 150,276$ Net Sales $5,313,803 $4,634,875 $3,298,823 $3,241,307 $3,116,032 $2,511,469 $2,319,146 $1,858,177 Adjusted EBITDA margin (as reported) 12.5% 12.2% 9.7% 9.2% 9.5% 7.9% 8.1% 7.4%

 

 

21 Income Before Taxes to Adjusted Net Income Reconciliation Commentary A. Depreciation and amortization from the increase in value of certain long - term assets associated with the April 1, 2014 acquisition of the predecessor company and amortization of intangible assets from the acquisitions of Titan, Westside Building Materials, and AMES Taping Tools B. Normalized cash tax rate determined based on our estimated taxes excluding the impact of purchase accounting and certain other deferred tax amounts ($ in 000s) 3Q23 3Q22 YTD Q3 FY23 YTD Q3 FY22 (Unaudited) Income before taxes 88,472$ 82,594$ 349,120$ 261,897$ EBITDA add-backs 4,174 7,322 18,881 20,146 Purchase accounting depreciation and amortization (A) 12,485 11,424 38,820 32,553 Adjusted pre-tax income 105,131 101,340 406,821 314,596 Adjusted income tax expense 26,808 24,828 103,739 77,076 Adjusted net income 78,323$ 76,512$ 303,082$ 237,520$ Effective tax rate (B) 25.5% 24.5% 25.5% 24.5% Weighted average shares outstanding: Basic 41,578 43,094 42,119 43,106 Diluted 42,232 43,945 42,812 43,937 Adjusted net income per share: Basic 1.88$ 1.78$ 7.20$ 5.51$ Diluted 1.85$ 1.74$ 7.08$ 5.41$

 

 

22 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 E. Represents one - time costs related to acquisitions paid to third parties (Unaudited) 1Q22 2Q22 3Q22 4Q22 FY2022 1Q23 2Q23 3Q23 ($ in millions) SG&A - Reported 214.1$ 230.5$ 241.0$ 264.5$ 950.1$ 267.7$ 279.0$ 267.4$ Adjustments Stock appreciation rights (A) (0.9) (1.0) (1.3) (1.3) (4.4) (2.3) (3.2) (0.3) Redeemable noncontrolling interests (B) (0.3) (0.6) (0.2) (0.9) (2.0) (0.5) (0.3) (0.4) Equity-based compensation (C) (2.0) (3.2) (3.1) (2.7) (11.0) (3.1) (3.8) (3.3) Severance and other permitted costs (D) (0.2) (0.3) (0.3) (0.4) (1.1) (0.4) (0.4) 0.3 Transaction costs (acquisition and other) (E) (0.6) (2.4) (0.9) 0.3 (3.5) (0.4) (0.3) (0.5) Gain (loss) on disposal of assets 0.1 0.1 0.3 0.4 0.9 0.3 (0.1) 0.4 SG&A - Adjusted 210.3$ 223.2$ 235.6$ 259.9$ 929.0$ 261.3$ 270.9$ 263.6$ % of net sales 20.2% 19.4% 20.4% 20.2% 20.0% 19.2% 18.9% 21.4%

 

 

23 Leverage Summary (1) Net of unamortized discount of $0.5mm, $0.5mm, $0.5mm, $0.4mm and $0.3mm as of January 31, 2022, April 30, 2022, July 31, 202 2, October 31, 2022 and January 31, 2023 respectively. (2) Net of deferred financing costs of $3.4mm, $3.1mm, $2.8mm, $2.6mm and $2.4mm as of January 31, 2022, April 30, 2022, July 31, 20 22, October 31, 2022 and January 31, 2023 respectively. (3) Net of deferred financing costs of $5.0 mm, $4.8mm, $4.7mm, $4.5mm and $4.2mm as of January 31, 2022, April 30, 2022, July 31 , 2 022, October 31, 2022 and January 31, 2023 respectively (4) Net of unamortized discount of $0.5mm, $0.4mm, $0.3mm, $0.2mm and $0.2mm as of January 31, 2022, April 30, 2022, July 31, 202 2, October 31, 2022 and January 31, 2023 respectively. (5) For a reconciliation Pro Forma Adjusted EBITDA to net income, the most directly comparable GAAP metric, see Appendix. ($ mm) 1/31/22 4/30/22 7/31/22 10/31/22 1/31/23 LTM LTM LTM LTM LTM Cash and cash equivalents $94 $102 $107 $124 $187 Revolving Credit Facilities $359 $211 $265 $240 $240 First Lien Term Loan (1) (2) 502 501 500 499 498 Senior Notes (3) 345 345 345 345 346 Capital Lease Obligations 113 120 125 126 132 Installment Notes & Other (4) 7 7 5 3 8 Total Debt $1,326 $1,184 $1,240 $1,214 $1,223 Total Net Debt $1,232 $1,082 $1,133 $1,090 $1,037 PF Adj. EBITDA (5) $534 $588 $625 $662 $668 Total Debt / PF Adj. EBITDA 2.5x 2.0x 2.0x 1.8x 1.8x Net Debt / PF Adj. EBITDA 2.3x 1.8x 1.8x 1.6x 1.6x