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EX-99.2 - EX-99.2 - GMS Inc.a16-18132_1ex99d2.htm
8-K - 8-K - GMS Inc.a16-18132_18k.htm

Exhibit 99.1

 

GRAPHIC

 

GMS REPORTS RESULTS FOR FIRST QUARTER OF FISCAL 2017

- Net Sales Increased 21.5% -

- Net Income Grew to $9.2 Million -

- Adjusted EBITDA Rose 34.7% to $45.9 Million -

 

Tucker, Georgia, September 13, 2016. GMS Inc. (NYSE:GMS), a leading North American distributor of wallboard and suspended ceilings systems, today reported financial results for the first quarter of fiscal 2017 ended July 31, 2016.

 

First Quarter Fiscal 2017 Highlights Compared to First Quarter Fiscal 2016

 

·                  Net sales increased 21.5% to $549.8 million; base business net sales up 9.2% despite one fewer shipping day

 

·                  Wallboard unit volume grew 20.0% to 818 million square feet

 

·                  Net income increased to $9.2 million, or $0.24 per share, compared to $3.0 million, or $0.09 per share

 

·                  Gross margin expanded 140 basis points to 32.5%

 

·                  Adjusted EBITDA margin improved approximately 80 basis points to 8.4% as a percentage of net sales

 

·                  Completed four acquisitions as of September 1, 2016, adding eight branches in five states

 

Mike Callahan, President and CEO of GMS, stated, “We are excited to produce our 20th straight quarter of double-digit growth in net sales, with strong results across all of our product categories to start the current fiscal year. Residential demand continued to outpace commercial activity in many markets, which particularly benefitted our wallboard and other product categories. The modest improvement in wallboard price compared to Q4 of last fiscal year was in line with expectations. Beyond our base business improvement, we completed four acquisitions during fiscal 2017 as of September 1, 2016, representing $134.9 million of combined trailing twelve month net sales. In June 2016, we used the proceeds from our successful initial public offering to further reduce debt and strengthen our balance sheet. In all, we are pleased with our progress and the dedication of the entire GMS family which is driving our continued success.”

 

First Quarter Fiscal 2017 Results

 

Net sales for the first quarter ended July 31, 2016 were $549.8 million, compared to $452.4 million for the first quarter ended July 31, 2015.

 

·                  Wallboard sales of $251.3 million increased 19.1%, compared to the first quarter of fiscal 2016. Wallboard unit volume grew 20.0% million to 818 million square feet, helped by greater end market demand and the positive contribution from acquisitions.

 

·                  Ceiling sales of $86.3 million rose 9.3%, compared to the first quarter of fiscal 2016, helped by improved pricing and acquisitions.

 

·                  Steel framing sales of $84.3 million grew 25.3%, compared to the first quarter of fiscal 2016, due to greater commercial activity and pricing gains as industry steel prices increased year-over-year, along with the benefit from accretive acquisitions.

 

·                  Other product sales of $127.8 million were up 34.2%, compared to the first quarter of fiscal 2016, attributable to greater end market demand, price gains, retail showrooms, acquisitions and other initiatives.

 

Gross profit of $178.6 million grew 26.8%, compared to $140.9 million in the first quarter of fiscal 2016. Gross margin of 32.5% expanded by 140 basis points, compared to 31.1% in the first quarter of fiscal 2016 mainly attributable to increased product margins.

 

Net income of $9.2 million, or $0.24 per share, increased $6.2 million, compared to $3.0 million, or $0.09 per share, in the first quarter of fiscal 2016. Adjusted net income of $17.8 million, or $0.47 per share, grew $6.5 million, compared to $11.3 million, or $0.35 per share, in the first quarter of fiscal 2016.

 

Adjusted EBITDA of $45.9 million rose 34.7%, compared to $34.1 million in the first quarter of fiscal 2016.  Adjusted EBITDA margin was 8.4% as a percentage of net sales for the first quarter of fiscal 2017, compared to 7.5% in the first quarter of fiscal 2016, largely reflecting a higher gross margin.

 



 

Capital Resources

 

On June 1, 2016, GMS completed the initial public offering of its common stock, raising net proceeds of approximately $157.2 million, including the full exercise of the underwriters’ option to purchase additional shares. Following completion of the offering, GMS had 40,942,905 of basic and 41,605,076 of diluted shares of common stock outstanding.

 

GMS used all of the net proceeds from its initial public offering, together with cash on hand, to repay, in full, its outstanding indebtedness of $160.0 million plus accrued and unpaid interest under its 7.75% senior secured second lien term loan facility due April 2022.

 

At July 31, 2016, GMS had cash of $9.8 million and total debt of $546.7 million, as compared to cash of $19.1 million and total debt of $644.6 million at April, 30, 2016.

 

Acquisition Activity

 

During the first quarter of fiscal 2017, the Company acquired Wall & Ceiling Supply Co., Inc., or Wall & Ceiling Supply, and Rockwise, LLC, or Rockwise, for a total purchase price of approximately $26.0 million. Wall & Ceiling Supply and Rockwise distribute wallboard and related building materials from four locations in Washington, Arizona and Colorado. For the twelve months ended April 30, 2016, the combined companies generated approximately $35.2 million in net sales and the earnings of these entities would have contributed approximately $4.5 million to Adjusted EBITDA for that period, including operating synergies.

 

Subsequent to July 31, 2016, the Company acquired Steven F. Kempf Building Materials, Inc., or SKBM, and Olympia Building Supplies, LLC, or Olympia, for a total purchase price of approximately $75.6 million. SKBM and Olympia distribute wallboard and related building materials from four locations in Pennsylvania and Florida. For the twelve months ended July 31, 2016, the combined companies generated approximately $99.7 million in net sales and the earnings of these entities would have contributed approximately $10.9 million to Adjusted EBITDA for that period, including operating synergies.

 

Conference Call and Webcast

 

The Company will host a conference call and webcast to discuss its results for the first quarter ended July 31, 2016 at 11:00 a.m. Eastern Time on September 13, 2016. Investors who wish to participate in the call should dial 877-407-0789 (domestic) or 201-689-8562 (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 Company’s first quarter results available on that page of the website as well.  Replays of the call will be available through October 13, 2016 and can be accessed at 877-870-5176 (domestic) or 858-384-5517 (international) and entering the pass code 13644496.

 

About GMS Inc.

 

Founded in 1971, GMS operates a national network of distribution centers across the United States.  GMS’s extensive product offering of wallboard, suspended ceilings systems, or ceilings, and complementary interior 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.

 

Use of Non-GAAP Financial Measures

 

GMS reports its financial results in accordance with GAAP. However, we present adjusted net income, Adjusted EBITDA, Adjusted EBITDA margin and base buisness growth, which are not recognized financial measures under GAAP.We believe adjusted net income, Adjusted EBITDA and Adjusted EBITDA margin assist investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Management believes adjusted net income, Adjusted EBITDA, Adjusted EBITDA margin and base business growth are helpful in highlighting trends in our operating results, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which companies operate and capital investments.  In addition, we utilize Adjusted EBITDA in certain calculations under our senior secured asset based revolving credit facility and our senior secured first lien term loan facility.

 

You are encouraged to evaluate each adjustment and the reasons we consider it appropriate for supplemental analysis. In addition, in evaluating adjusted net income and Adjusted EBITDA, you should be aware that in the future, we may incur expenses similar to the adjustments in the presentation of adjusted net income and Adjusted EBITDA. Our presentation of adjusted net income and Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. In addition, adjusted net income and Adjusted EBITDA may not be comparable to similarly titled measures used by other companies in our industry or across different industries.

 



 

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 our use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “seek,” or “should,” or the negative thereof or other variations thereon or comparable terminology. In particular, statements about the markets in which we operate, including the potential for growth in the commercial, residential and repair and remodeling, or R&R, markets, statements about our expectations, beliefs, plans, strategies, objectives, prospects, assumptions or future events or performance, statements related to net sales, gross profit and capital expenditures, as well as non-GAAP financial measures such as Adjusted EBITDA, adjusted net income and base business growth and statements regarding potential acquisitions and future greenfield locations contained in this press release are forward-looking statements. We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. Forward-looking statements involve risks and uncertainties, including, but not limited to, economic, competitive, governmental and technological factors outside of our control, that may cause our business, strategy or actual results to differ materially from the forward-looking statements. These risks and uncertainties may include, among other things: changes in the prices, supply, and/or demand for products which we distribute; general economic and business conditions in the United States; the activities of competitors; changes in significant operating expenses; changes in the availability of capital and interest rates; adverse weather patterns or conditions; acts of cyber intrusion; variations in the performance of the financial markets, including the credit markets; and other factors described in the “Risk Factors” section in our Annual Report on Form 10-K for the fiscal year ended April 30, 2016, and in our other periodic reports filed with the SEC.  In addition, the statements in this release are made as of September 13, 2016. We undertake 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 our views as of any date subsequent to September 13, 2016.

 



 

GMS Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited)

(in thousands of dollars, except for share and per share data)

 

 

 

Three Months Ended

 

 

 

July 31, 

 

 

 

2016

 

2015

 

Net sales

 

$

549,800

 

$

452,441

 

Cost of sales (exclusive of depreciation and amortization shown separately below)

 

371,215

 

311,553

 

Gross profit

 

178,585

 

140,888

 

Operating expenses:

 

 

 

 

 

Selling, general and administrative

 

135,058

 

110,210

 

Depreciation and amortization

 

15,795

 

16,065

 

Total operating expenses

 

150,853

 

126,275

 

Operating income

 

27,732

 

14,613

 

Other (expense) income:

 

 

 

 

 

Interest expense

 

(7,577

)

(9,257

)

Write-off of discount and deferred financing fees

 

(5,426

)

 

Other income, net

 

593

 

510

 

Total other (expense), net

 

(12,410

)

(8,747

)

Income before taxes

 

15,322

 

5,866

 

Provision for income taxes

 

6,159

 

2,855

 

Net income

 

$

9,163

 

$

3,011

 

Weighted average shares outstanding:

 

 

 

 

 

Basic

 

38,200,597

 

32,677,418

 

Diluted

 

38,602,378

 

32,830,677

 

Net income per share:

 

 

 

 

 

Basic

 

$

0.24

 

$

0.09

 

Diluted

 

$

0.24

 

$

0.09

 

Comprehensive income:

 

 

 

 

 

Net income

 

$

9,163

 

$

3,011

 

Decrease in fair value of financial instrument, net of tax

 

(88

)

(181

)

Comprehensive income

 

$

9,075

 

$

2,830

 

 



 

GMS Inc.

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands of dollars, except share data)

 

 

 

July 31, 

 

April 30, 

 

 

 

2016

 

2016

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

9,828

 

$

19,072

 

Trade accounts and notes receivable, net of allowances of $9,432 and $8,607, respectively

 

295,105

 

270,257

 

Inventories, net

 

186,006

 

165,766

 

Prepaid expenses and other current assets

 

12,109

 

16,548

 

Total current assets

 

503,048

 

471,643

 

Property and equipment, net of accumulated depreciation of $58,952 and $54,377, respectively

 

154,368

 

153,260

 

Goodwill

 

393,640

 

386,306

 

Intangible assets, net

 

223,594

 

221,790

 

Other assets

 

7,346

 

7,815

 

Total assets

 

$

1,281,996

 

$

1,240,814

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

95,999

 

$

91,500

 

Accrued compensation and employee benefits

 

27,959

 

51,680

 

Other accrued expenses and current liabilities

 

42,985

 

41,814

 

Current portion of long-term debt

 

9,514

 

8,667

 

Revolving credit facility

 

 

26,914

 

Total current liabilities

 

176,457

 

220,575

 

Non-current liabilities:

 

 

 

 

 

Long-term debt, less current portion

 

537,220

 

609,029

 

Deferred income taxes, net

 

37,908

 

41,203

 

Other liabilities

 

33,468

 

33,600

 

Liabilities to noncontrolling interest holders, less current portion

 

24,378

 

25,247

 

Total liabilities

 

809,431

 

929,654

 

Commitments and contingencies

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock, par value $0.01 per share, authorized 500,000,000 shares; 40,942,905 and 32,892,905 shares issued at July 31, 2016 and April 30, 2016, respectively

 

409

 

329

 

Preferred stock, par value $0.01 per share, authorized 50,000,000 shares; 0 shares issued at July 31, 2016 and April 30, 2016, respectively

 

 

 

Additional paid-in capital

 

486,494

 

334,244

 

Accumulated deficit

 

(13,102

)

(22,265

)

Accumulated other comprehensive loss

 

(1,236

)

(1,148

)

Total stockholders’ equity

 

472,565

 

311,160

 

Total liabilities and stockholders’ equity

 

$

1,281,996

 

$

1,240,814

 

 



 

GMS Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands of dollars)

 

 

 

Three Months Ended

 

 

 

July 31, 

 

 

 

2016

 

2015

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

9,163

 

$

3,011

 

Adjustments to reconcile net income to net cash used in operating activities:

 

 

 

 

 

Depreciation and amortization of property and equipment

 

6,382

 

7,279

 

Accretion and amortization of debt discount and deferred financing fees

 

6,129

 

854

 

Amortization of intangible assets

 

9,413

 

8,792

 

Provision for losses on accounts and notes receivable

 

(75

)

(1

)

Provision for obsolescence of inventory

 

23

 

43

 

Equity-based compensation

 

627

 

1,172

 

Net gain on sale or impairment of assets

 

(199

)

(25

)

Deferred income tax benefit

 

(3,222

)

(4,091

)

Prepaid expenses and other assets

 

(3,058

)

(4,144

)

Accrued compensation and employee benefits

 

(24,947

)

(26,880

)

Other accrued expenses and liabilities

 

852

 

11,429

 

Liabilities to noncontrolling interest holders

 

246

 

473

 

Income taxes

 

2,835

 

2,457

 

 

 

4,169

 

369

 

Changes in primary working capital components, net of acquisitions:

 

 

 

 

 

Trade accounts and notes receivable

 

(19,360

)

(21,834

)

Inventories

 

(17,101

)

377

 

Accounts payable

 

1,672

 

2,677

 

Cash used in operating activities

 

(30,620

)

(18,411

)

Cash flows from investing activities:

 

 

 

 

 

Purchases of property and equipment

 

(2,607

)

(1,465

)

Proceeds from sale of assets

 

841

 

430

 

Acquisition of businesses, net of cash acquired

 

(23,278

)

 

Cash used in investing activities

 

(25,044

)

(1,035

)

Cash flows from financing activities:

 

 

 

 

 

Repayments on the revolving credit facility

 

(225,702

)

(136,243

)

Borrowings from the revolving credit facility

 

280,397

 

161,089

 

Payments of principal on long-term debt

 

(975

)

(975

)

Principal repayments of capital lease obligations

 

(1,213

)

(1,032

)

Proceeds from issuance of common stock in initial public offering, net of underwriting discounts

 

157,217

 

 

Repayment of term loan

 

(160,000

)

 

Stock repurchases

 

 

(5,827

)

Exercise of stock options

 

 

3,317

 

Payments of contingent consideration

 

(3,304

)

 

Cash provided by financing activities

 

46,420

 

20,329

 

(Decrease) increase in cash and cash equivalents

 

(9,244

)

883

 

Balance, beginning of period

 

19,072

 

12,284

 

Balance, end of period

 

$

9,828

 

$

13,167

 

Supplemental cash flow disclosures:

 

 

 

 

 

Cash paid for income taxes

 

$

6,540

 

$

4,515

 

Cash paid for interest

 

6,613

 

7,943

 

Supplemental schedule of noncash activities:

 

 

 

 

 

Assets acquired under capital lease

 

$

3,824

 

$

2,283

 

Change in fair value of derivative instrument

 

(205

)

(282

)

Increase (decrease) in insurance claims payable and insurance recoverable

 

161

 

(26,000

)

 



 

GMS Inc.

Net Sales by Product Group (Unaudited)

(in thousands of dollars)

 

 

 

Three Months 
Ended

 

 

 

Three Months 
Ended

 

 

 

 

 

July 31, 

 

% of

 

July 31, 

 

% of

 

 

 

2016

 

Total

 

2015

 

Total

 

Wallboard

 

$

251,296

 

45.7

%

$

210,922

 

46.6

%

Ceilings

 

86,349

 

15.7

%

78,967

 

17.5

%

Steel framing

 

84,343

 

15.3

%

67,332

 

14.9

%

Other products

 

127,812

 

23.3

%

95,220

 

21.0

%

Total net sales

 

$

549,800

 

 

 

$

452,441

 

 

 

 



 

GMS Inc.

Reconciliation of Net Income to Adjusted EBITDA (Unaudited)

(in thousands of dollars)

 

 

 

Three Months Ended

 

 

 

July 31, 

 

July 31, 

 

 

 

2016

 

2015

 

Net income

 

$

9,163

 

$

3,011

 

Interest expense

 

13,003

 

9,257

 

Interest income

 

(43

)

(230

)

Income tax expense

 

6,159

 

2,855

 

Depreciation expense

 

6,382

 

7,273

 

Amortization expense

 

9,413

 

8,792

 

EBITDA

 

$

44,077

 

$

30,958

 

Stock appreciation rights expense (a)

 

$

(92

)

$

594

 

Redeemable noncontrolling interests (b)

 

292

 

554

 

Equity-based compensation (c)

 

673

 

498

 

Severance and other permitted costs (d)

 

140

 

557

 

Transaction costs (acquisitions and other) (e)

 

654

 

415

 

Gain on disposal of assets

 

(198

)

(25

)

Management fee to related party (f)

 

188

 

562

 

Effects of fair value adjustments to inventory (g)

 

164

 

 

Interest rate swap and cap mark-to-market (h)

 

43

 

 

Adjusted EBITDA add-backs

 

 

1,864

 

 

3,155

 

Adjusted EBITDA

 

$

45,941

 

$

34,113

 

Adjusted EBITDA margin

 

 

8.4

%

 

7.5

%

 


(a)         Represents non-cash compensation expenses related to stock appreciation rights agreements

(b)         Represents non-cash compensation expense related to changes in the fair values of noncontrolling interests

(c)          Represents non-cash equity-based compensation expense related to the issuance of stock options

(d)         Represents severance and other costs permitted in calculations under the ABL Facility and the Term Loan Facilities

(e)          Represents one-time costs related to the IPO and acquisitions paid to third party advisors

(f)           Represents management fees paid to AEA, which were discontinued after the IPO

(g)          Non-cash cost of sales impact of purchase accounting adjustments to increase inventory to its estimated fair value

(h)         Mark to market adjustments for certain financial instruments

 



 

GMS Inc.

Reconciliation of Net Income to Adjusted Net Income (Unaudited)

(in thousands of dollars, except for share and per share data)

 

 

 

Three Months Ended

 

 

 

July 31, 

 

July 31, 

 

 

 

2016

 

2015

 

Income before taxes

 

$

15,322

 

$

5,866

 

Adjusted EBITDA add-backs

 

1,864

 

3,155

 

Write-off of discount and deferred financing fees

 

5,426

 

 

Purchase accounting depreciation and amortization (1)

 

7,999

 

10,445

 

Adjusted pre-tax income

 

30,611

 

19,466

 

Adjusted income tax expense

 

12,826

 

8,156

 

Adjusted net income

 

$

17,785

 

11,310

 

Effective tax rate (2)

 

41.9

%

41.9

%

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

Basic

 

38,200,597

 

32,677,418

 

Diluted

 

38,602,378

 

32,830,677

 

Adjusted net income per share:

 

 

 

 

 

Basic

 

$

0.47

 

$

0.35

 

Diluted

 

$

0.46

 

$

0.34

 

 


(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.

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

 

Contact Information:

 

Investor Relations:

ir@gms.com

678-353-2883

 

Media Relations:

marketing@gms.com

770-723-3378