10-Q 1 gms-20220131.htm 10-Q gms-20220131
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 2022
OR
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________.
COMMISSION FILE NUMBER: 001-37784
______________________________________________________________

GMS INC.
(Exact name of registrant as specified in its charter)
______________________________________________________________
Delaware46-2931287
(State or other jurisdiction of incorporation(IRS Employer Identification No.)
or organization)
100 Crescent Centre Parkway, Suite 800
Tucker,
Georgia30084
(Address of principal executive offices)(ZIP Code)
(800) 392-4619
(Registrant’s telephone number, including area code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each classTrading Symbol(s)Name of each exchanged on which registered
Common Stock, par value $0.01 per shareGMSNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YesNo ◻
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YesNo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
    Accelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
There were 43,040,983 shares of the registrant’s common stock, par value $0.01 per share, outstanding as of February 28, 2022.



FORM 10-Q
TABLE OF CONTENTS
Page
PART I
Item 1
Item 2
Item 3
Item 4
PART II
Item 1
Item 1A
Item 2
Item 3
Item 4
Item 5
Item 6

2


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). You can generally identify forward-looking statements by our use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “seek,” or “should,” or the negative thereof or other variations thereon or comparable terminology. In particular, statements about the growth of or other future developments relating to our various markets, and statements about our expectations, beliefs, plans, strategies, objectives, prospects, assumptions or future events or performance contained in this Quarterly Report on Form 10-Q are forward-looking statements.
We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors, including those discussed under the heading “Risk Factors” in Part 1, Item 1A of our Annual Report on Form 10-K for the fiscal year ended April 30, 2021, filed with the U.S. Securities and Exchange Commission (the “SEC”), may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Some of the factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include:

the negative impact of the COVID-19 pandemic (which, among other things, may exacerbate each of the risks listed below);
general economic and financial conditions;
our dependency upon the commercial and residential new construction and repair and remodeling, or R&R, markets;
competition in our industry and the markets in which we operate;
the fluctuations in prices and mix of the products we distribute, including as a result of inflationary and deflationary pressures, and our ability to pass on price increases to our customers and effectively manage inventories and margins in both inflationary and deflationary pricing environments;
the consolidation of our industry;
our ability to successfully implement our strategic initiatives, which include pursuing growth through acquisitions and greenfield branch expansion, as well as cost reduction and productivity initiatives;
our ability to successfully identify acquisition candidates, complete and integrate acquisitions and achieve synergies;
our ability to expand into new geographic markets;
our ability to continue to anticipate and address evolving consumer demands, particularly in the automatic taping and finishing (“ATF”) market;
product shortages, other disruptions in our supply chain or distribution network and potential loss of relationships with key suppliers, including heightened risks relating to sourcing products from international suppliers;
the seasonality of the commercial and residential construction markets;
the potential loss of any significant customers and the reduction of the quantity of products our customers purchase;
3


exposure to product liability and various other claims and litigation, and the adequacy of insurance related thereto;
operating hazards that may cause personal injury or property damage;
our ability to attract and retain key employees;
rising health care and labor costs and the impact of labor and trucking shortages;
the credit risk from our customers;
our ability to renew leases for our facilities on favorable terms or identify new facilities;
our ability to effectively manage our inventory as our sales volume or the prices of the products we distribute fluctuate;
the impact of federal, state, provincial and local regulations, including potential changes in our effective tax rate;
the cost of compliance with environmental, health and safety laws and other regulations;
significant fluctuations in fuel costs or shortages in the supply of fuel;
a cybersecurity breach, including misappropriation of our customers’, employees’ or suppliers’ confidential information, and the potential costs related thereto;
a disruption in our IT systems and costs necessary to maintain and update our IT systems;
natural or man-made disruptions to our facilities;
the risk of our Canadian operations, including currency rate fluctuations;
the imposition of tariffs and other trade barriers, and the effect of retaliatory trade measures;
our current level of indebtedness and our potential to incur additional indebtedness; and
our ability to obtain additional financing on acceptable terms, if at all.

Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements contained in this Quarterly Report on Form 10-Q are not guarantees of future performance and actual results and events may differ materially from the forward-looking statements contained in this Quarterly Report on Form 10-Q.
Any forward-looking statement that we make in this Quarterly Report on Form 10-Q speaks only as of the date of such statement. Except as required by law, we do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this Quarterly Report on Form 10-Q. You should review the factors and risks we describe in the reports we will file from time to time with the SEC after the date of the filing of this Quarterly Report on Form 10-Q.
4


PART I – Financial Information
Item 1. Financial Statements
GMS Inc.
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands, except per share data)
January 31,
2022
April 30,
2021
Assets
Current assets:  
Cash and cash equivalents$86,975 $167,012 
Trade accounts and notes receivable, net of allowances of $9,683 and $6,282, respectively
700,255 558,661 
Inventories, net585,351 357,054 
Prepaid expenses and other current assets19,055 19,525 
Total current assets1,391,636 1,102,252 
Property and equipment, net of accumulated depreciation of $216,541 and $193,364, respectively
342,995 311,326 
Operating lease right-of-use assets146,762 118,413 
Goodwill693,942 576,330 
Intangible assets, net480,312 350,869 
Deferred income taxes20,536 15,715 
Other assets9,997 8,993 
Total assets$3,086,180 $2,483,898 
Liabilities and Stockholders’ Equity
Current liabilities:    
Accounts payable$293,485 $322,965 
Accrued compensation and employee benefits79,031 72,906 
Other accrued expenses and current liabilities129,927 87,138 
Current portion of long-term debt44,624 46,018 
Current portion of operating lease liabilities40,413 33,474 
Total current liabilities587,480 562,501 
Non-current liabilities:
Long-term debt, less current portion1,281,737 932,409 
Long-term operating lease liabilities107,002 90,290 
Deferred income taxes, net47,174 12,728 
Other liabilities59,511 63,508 
Total liabilities2,082,904 1,661,436 
Commitments and contingencies
Stockholders' equity:
Common stock, par value $0.01 per share, 500,000 shares authorized; 43,095 and 43,073 shares issued and outstanding as of January 31, 2022 and April 30, 2021, respectively
431 431 
Preferred stock, par value $0.01 per share, 50,000 shares authorized; 0 shares issued and outstanding as of January 31, 2022 and April 30, 2021
  
Additional paid-in capital536,635 542,737 
Retained earnings471,481 274,535 
Accumulated other comprehensive income (loss)(5,271)4,759 
Total stockholders' equity1,003,276 822,462 
Total liabilities and stockholders' equity$3,086,180 $2,483,898 

The accompanying notes are an integral part of these condensed consolidated financial statements.
5


GMS Inc.
Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited)
(in thousands, except per share data)
Three Months Ended
January 31,
Nine Months Ended
January 31,
2022202120222021
Net sales$1,153,595 $751,191 $3,346,222 $2,366,620 
Cost of sales (exclusive of depreciation and amortization shown separately below)785,823 507,867 2,270,747 1,597,767 
Gross profit367,772 243,324 1,075,475 768,853 
Operating expenses:
Selling, general and administrative241,040 184,844 685,652 556,308 
Depreciation and amortization29,750 25,562 86,867 79,904 
Total operating expenses270,790 210,406 772,519 636,212 
Operating income96,982 32,918 302,956 132,641 
Other (expense) income:
Interest expense(15,429)(13,454)(43,830)(41,060)
Gain on legal settlement 1,382  1,382 
Other income, net1,041 989 2,771 2,441 
Total other expense, net(14,388)(11,083)(41,059)(37,237)
Income before taxes82,594 21,835 261,897 95,404 
Provision for income taxes21,211 5,709 64,951 23,590 
Net income$61,383 $16,126 $196,946 $71,814 
Weighted average common shares outstanding:
Basic43,094 42,726 43,106 42,691 
Diluted43,945 43,361 43,937 43,184 
Net income per common share:
Basic$1.42 $0.38 $4.57 $1.68 
Diluted$1.40 $0.37 $4.48 $1.66 
Comprehensive income
Net income$61,383 $16,126 $196,946 $71,814 
Foreign currency translation income (loss)(15,185)20,373 (19,304)39,813 
Changes in other comprehensive income, net of tax4,023 1,974 9,274 5,777 
Comprehensive income$50,221 $38,473 $186,916 $117,404 

The accompanying notes are an integral part of these condensed consolidated financial statements.
6


GMS Inc.
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)
(in thousands)
Common StockAdditional
 Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Total
Stockholders'
Equity
SharesAmount
Balances as of April 30, 202143,073 $431 $542,737 $274,535 $4,759 $822,462 
Net income— — — 61,202 — 61,202 
Foreign currency translation adjustments— — — — (8,233)(8,233)
Other comprehensive income, net of tax— — — — 1,962 1,962 
Repurchase and retirement of common stock(85)(1)(3,854)— — (3,855)
Equity-based compensation— — 1,958 — — 1,958 
Exercise of stock options44 1 862 — — 863 
Vesting of restricted stock units8 — — — — — 
Tax withholding related to net share settlements of equity awards— — (256)— — (256)
Issuance of common stock pursuant to employee stock purchase plan43 — 1,140 — — 1,140 
Balances as of July 31, 202143,083 431 542,587 335,737 (1,512)877,243 
Net income— — — 74,361 — 74,361 
Foreign currency translation adjustments— — — — 4,114 4,114 
Other comprehensive income, net of tax— — — — 3,289 3,289 
Repurchase and retirement of common stock(195)(2)(9,267)— — (9,269)
Equity-based compensation— — 3,215 — — 3,215 
Exercise of stock options52 1 976 — — 977 
Vesting of restricted stock units112 1 (1)— —  
Tax withholding related to net share settlements of equity awards— — (2,579)— — (2,579)
Balances as of October 31, 202143,052 431 534,931 410,098 5,891 951,351 
Net income— — — 61,383 — 61,383 
Foreign currency translation adjustments— — — — (15,185)(15,185)
Other comprehensive income, net of tax— — — — 4,023 4,023 
Repurchase and retirement of common stock(87)(1)(4,733)— — (4,734)
Equity-based compensation— — 3,077 — — 3,077 
Exercise of stock options101 1 2,183 — — 2,184 
Vesting of restricted stock units2 — — — — — 
Tax withholding related to net share settlements of equity awards— — (15)— — (15)
Issuance of common stock pursuant to employee stock purchase plan27 — 1,192 — — 1,192 
Balances as of January 31, 202243,095 $431 $536,635 $471,481 $(5,271)$1,003,276 

The accompanying notes are an integral part of these condensed consolidated financial statements.
7


GMS Inc.
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)
(in thousands)
Common StockAdditional
Paid-in
 Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Total
Stockholders'
Equity
SharesAmount
Balances as of April 30, 202042,554 $426 $529,662 $168,975 $(65,082)$633,981 
Net income— — — 27,219 — 27,219 
Foreign currency translation adjustments— — — — 16,281 16,281 
Other comprehensive income, net of tax— — — — 959 959 
Equity-based compensation— — 1,575 — — 1,575 
Exercise of stock options54 — 691 — — 691 
Vesting of restricted stock units7 — — — — — 
Tax withholding related to net share settlements of equity awards— — (105)— — (105)
Issuance of common stock pursuant to employee stock purchase plan58 1 1,269 — — 1,270 
Balances as of July 31, 202042,673 427 533,092 196,194 (47,842)681,871 
Net income— — — 28,469 — 28,469 
Foreign currency translation adjustments— — — — 3,159 3,159 
Other comprehensive income, net of tax— — — — 2,844 2,844 
Repurchase and retirement of common stock(50)(1)(1,221)— — (1,222)
Equity-based compensation— — 3,253 — — 3,253 
Exercise of stock options5 — 172 — — 172 
Vesting of restricted stock units62 1 (1)— —  
Tax withholding related to net share settlements of equity awards— — (649)— — (649)
Balances as of October 31, 202042,690 427 534,646 224,663 (41,839)717,897 
Net income— — — 16,126 — 16,126 
Foreign currency translation adjustments— — — — 20,373 20,373 
Other comprehensive income, net of tax— — — — 1,974 1,974 
Repurchase and retirement of common stock(30)— (778)— — (778)
Equity-based compensation— — 1,876 — — 1,876 
Exercise of stock options152 1 2,792 — — 2,793 
Vesting of restricted stock units4 — — — — — 
Tax withholding related to net share settlements of equity awards— — (53)— — (53)
Issuance of common stock pursuant to employee stock purchase plan38 — 806 — — 806 
Balances as of January 31, 202142,854 $428 $539,289 $240,789 $(19,492)$761,014 
The accompanying notes are an integral part of these condensed consolidated financial statements.

8


GMS Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
Nine Months Ended
January 31,
20222021
Cash flows from operating activities:  
Net income$196,946 $71,814 
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization86,867 79,904 
Amortization of debt discount and debt issuance costs2,037 2,257 
Equity-based compensation12,461 10,318 
Gain on disposal of assets(474)(529)
Deferred income taxes(1,740)(9,645)
Other items, net5,357 105 
Changes in assets and liabilities net of effects of acquisitions:
Trade accounts and notes receivable(109,948)(15,381)
Inventories(191,103)(24,391)
Prepaid expenses and other assets2,215 1,040 
Accounts payable(46,310)(41,371)
Accrued compensation and employee benefits3,618 (11,932)
Other accrued expenses and liabilities20,187 6,307 
Cash (used in) provided by operating activities(19,887)68,496 
Cash flows from investing activities:
Purchases of property and equipment(33,161)(17,857)
Proceeds from sale of assets1,124 1,233 
Acquisition of businesses, net of cash acquired(345,376)(51)
Cash used in investing activities(377,413)(16,675)
Cash flows from financing activities:
Repayments on revolving credit facilities(823,583)(102,189)
Borrowings from revolving credit facilities1,182,774 14,750 
Payments of principal on long-term debt(3,832)(7,476)
Payments of principal on finance lease obligations(23,154)(22,662)
Repurchases of common stock(17,858)(2,000)
Proceeds from exercises of stock options4,024 3,656 
Payments for taxes related to net share settlement of equity awards(2,850)(807)
Other financing activities2,332 2,076 
Cash provided by (used in) financing activities317,853 (114,652)
Effect of exchange rates on cash and cash equivalents(590)2,495 
Decrease in cash and cash equivalents(80,037)(60,336)
Cash and cash equivalents, beginning of period167,012 210,909 
Cash and cash equivalents, end of period$86,975 $150,573 
Supplemental cash flow disclosures:
Cash paid for income taxes$61,066 $31,942 
Cash paid for interest35,721 38,114 
The accompanying notes are an integral part of these condensed consolidated financial statements.
9


GMS Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
1. Business, Basis of Presentation and Summary of Significant Accounting Policies
Business
Founded in 1971, GMS Inc. (“we,” “our,” “us,” or the “Company”), through its wholly owned operating subsidiaries, operates a network of nearly 300 distribution centers with extensive product offerings of wallboard, ceilings, steel framing and complementary construction products. GMS also operates more than 90 tool sales, rental and service centers. Through these operations, GMS provides a comprehensive selection of building products and solutions for its residential and commercial contractor customer base across the United States and Canada. The Company’s unique operating model combines the benefits of a national platform and strategy with a local go-to-market focus, enabling GMS to generate significant economies of scale while maintaining high levels of customer service.
Basis of Presentation
The condensed consolidated financial statements included in this Quarterly Report on Form 10-Q have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) that permit reduced disclosure for interim periods. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all normal and recurring adjustments necessary for a fair presentation of the results of operations, financial position and cash flows. All adjustments are of a normal recurring nature unless otherwise disclosed. The results of operations for interim periods are not necessarily indicative of results for any other interim period or the entire fiscal year. The unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended April 30, 2021.
Principles of Consolidation
The condensed consolidated financial statements present the results of operations, financial position, stockholders’ equity and cash flows of the Company and its subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation. The results of operations of businesses acquired are included from their respective dates of acquisition.
Use of Estimates
The preparation of financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Foreign Currency Translation
Assets and liabilities of the Company’s Canadian subsidiaries are translated at the exchange rate prevailing at the balance sheet date, while income and expenses are translated at average rates for the period. Translation gains and losses are reported as a separate component of stockholders’ equity and other comprehensive income (loss). Gains and losses on foreign currency transactions are recognized in the Condensed Consolidated Statements of Operations and Comprehensive Income within other income, net.
Insurance Liabilities
The Company is self-insured for certain losses related to medical claims. The Company has stop-loss coverage to limit the exposure arising from medical claims. In addition, the Company has deductible-based insurance policies for certain losses related to general liability, automobile and workers’ compensation. The expected ultimate cost for claims incurred as of the balance sheet date is not discounted and is recognized as a liability. Insurance losses for claims filed and claims incurred but not reported are accrued based upon estimates of the aggregate liability for uninsured claims using historical loss development factors and actuarial assumptions followed in the insurance industry.
The following table presents the Company’s aggregate liabilities for medical self-insurance, reserves for general liability, automobile and workers’ compensation and the expected recoveries for medical self-insurance, general liability,
10

GMS Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

automobile and workers’ compensation. Liabilities for medical self-insurance are included in other accrued expenses and current liabilities. Reserves for general liability, automobile and workers’ compensation are included in other accrued expenses and current liabilities and other liabilities. Expected recoveries for insurance liabilities are included in prepaid expenses and other current assets and other assets in the Condensed Consolidated Balance Sheets.
January 31,
2022
April 30,
2021
(in thousands)
Medical self‑insurance$3,738 $3,852 
General liability, automobile and workers’ compensation18,140 19,807 
Expected recoveries for insurance liabilities(3,256)(3,209)

Revenue Recognition
Revenue is recognized upon transfer of control of contracted goods to customers at an amount that reflects the consideration the Company expects to receive in exchange for those goods. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. The Company includes shipping and handling costs billed to customers in net sales. These costs are recognized as a component of selling, general and administrative expenses.
See Note 13, “Segments,” for information regarding disaggregation of revenue, including revenue by product and by geographic area.
Income Taxes
The Company considers each interim period an integral part of the annual period and measures tax expense (benefit) using an estimated annual effective income tax rate. Estimates of the annual effective income tax rate at the end of interim periods are, out of necessity, based on evaluation of possible future events and transactions and may be subject to subsequent refinement or revision. The Company forecasts its estimated annual effective income tax rate and then applies that rate to its year-to-date pre-tax ordinary income (loss), subject to certain loss limitation provisions. In addition, certain specific transactions are excluded from the Company’s estimated annual effective tax rate computation but are discretely recognized within income tax expense (benefit) in their respective interim period. Future changes in annual income (loss) projections, tax rate changes, or discrete tax items could result in significant adjustments to quarterly income tax expense (benefit) in future periods.
The Company evaluates its deferred tax assets quarterly to determine if valuation allowances are required. In this evaluation, the Company considers both positive and negative evidence in determining whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The primary negative evidence considered includes the cumulative operating losses generated in prior periods. The primary positive evidence considered includes the reversal of deferred tax liabilities primarily related to depreciation and amortization that would occur within the same jurisdiction and during the carryforward period necessary to absorb the federal and state net operating losses and other deferred tax assets.
Deferred tax assets and liabilities are computed by applying the federal, provincial and state income tax rates in effect to the gross amounts of temporary differences and other tax attributes, such as net operating loss carry-forwards. In assessing if the deferred tax assets will be realized, the Company considers whether it is more likely than not that some or all of these deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which these deductible temporary differences reverse.
Earnings Per Share
Basic earnings per share is computed by dividing net income available to common stockholders by the weighted average number of outstanding shares of common stock for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock, including stock options and restricted stock units (collectively “Common Stock Equivalents”), were exercised or converted into common stock. The dilutive effect of outstanding stock options and restricted stock units is reflected in diluted earnings per share by application of the treasury stock method. In applying the treasury stock method for stock-based compensation arrangements, the assumed proceeds are computed as the sum of the amount the employee must pay upon exercise and the amount of compensation cost attributed to future services and not
11

GMS Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

yet recognized. Diluted earnings per share is computed by increasing the weighted-average number of outstanding shares of common stock computed in basic earnings per share to include the dilutive effect of Common Stock Equivalents for the period. In periods of net loss, the number of shares used to calculate diluted loss per share is the same as basic net loss per share.
Reclassifications
Certain amounts in the prior period financial statements have been reclassified to conform to the current year presentation. 
Recently Issued Accounting Pronouncements
Reference Rate Reform – In March 2020, the Financial Accounting Standards Board (“FASB”) issued new guidance to temporarily ease the potential burden in accounting for reference rate reform. The guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rates that are expected to be discontinued, such as the London Interbank Offered Rate (“LIBOR”). The guidance was effective upon issuance and generally can be applied through December 31, 2022. However, the new guidance is not applicable to contract modifications made, and hedging relationships entered into or evaluated after, December 31, 2022. The Company will adopt this guidance when its relevant contracts are modified upon transition to alternative reference rates. The Company does not expect the adoption to have a material impact on its consolidated financial statements.
2. Business Combinations
The Company accounts for business combinations by recognizing the assets acquired and liabilities assumed at the acquisition date fair value. In valuing certain acquired assets and liabilities, fair value estimates use Level 3 inputs, including future expected cash flows and discount rates. Goodwill is measured as the excess of consideration transferred over the fair values of the assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions to value assets acquired and liabilities assumed at the acquisition date, the Company’s estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments arising from new facts and circumstances are recorded to the Consolidated Statements of Operations and Comprehensive Income. The results of operations of acquisitions are reflected in the Company’s Consolidated Financial Statements from the date of acquisition. The Company's Condensed Consolidated Statement of Operations and Comprehensive Income for the nine months ended January 31, 2022 included $150.1 million of net sales and $3.5 million of net income from acquisitions made in fiscal 2022.
Westside Acquisition
On July 1, 2021, the Company acquired substantially all the assets of Westside Building Material (“Westside”), one of the largest independent distributors of interior building products in the U.S., for preliminary consideration of $140.1 million. Westside is a leading supplier of steel framing, wallboard, ceilings, insulation and complementary building products serving commercial and residential markets. Westside’s distribution network comprises ten locations, including nine across California (Anaheim, Hesperia, Oakland, Chatsworth, Fresno, Lancaster, Santa Maria, San Diego and National City) and one in Las Vegas, Nevada. The primary purpose of the transaction was to expand the geographical coverage of the Company and grow the business.
The assets acquired and liabilities assumed were recognized at their acquisition date fair values. The acquisition accounting is subject to change as the Company obtains additional information during the measurement period about the facts and circumstances that existed as of the acquisition date. The primary areas of the preliminary acquisition accounting that are not yet finalized relate to settlement of the holdback liability.
12

GMS Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

The following table summarizes the components of the preliminary consideration:
(in thousands)
Cash consideration$126,609 
Holdback liability13,500 
Total preliminary consideration transferred$140,109 
Included in the total preliminary consideration as of January 31, 2022 is a $13.5 million holdback liability for general representations and warranties of the sellers that is scheduled to be settled 15 months after the acquisition date.
The following table summarizes the preliminary acquisition accounting for this acquisition, and subsequent measurement period adjustments recorded, based on currently available information:
July 1, 2021AdjustmentsJanuary 31, 2022
(in thousands)
Trade accounts and notes receivable$27,081 $(799)$26,282 
Inventories28,900 (145)28,755 
Prepaid and other current assets228 — 228 
Property and equipment16,687 — 16,687 
Operating lease right-of-use assets20,782 — 20,782 
Customer relationships51,500 — 51,500 
Tradenames11,300 — 11,300 
Goodwill13,351 1,363 14,714 
Accounts payable and accrued expenses(14,375)55 (14,320)
Operating lease liabilities(15,819)— (15,819)
Fair value of consideration transferred$139,635 $474 $140,109 
Goodwill recognized is attributable to synergies achieved through the streamlining of operations combined with improved margins attainable through increased market presence and is all attributable to the Company's geographic divisions reportable segment. Goodwill is expected to be deductible for U.S. federal income tax purposes. The estimated useful life for the customer relationships is 12 years and the estimated useful life for the tradenames is 15 years.
Ames Acquisition
On December 1, 2021, the Company acquired Ames Taping Tools Holding LLC (“Ames”) for preliminary consideration of $224.5 million in cash. Ames is the leading provider of automatic taping and finishing (“ATF”) tools and related products to the professional drywall finishing industry. Ames operates more than 90 retail locations servicing professionals in the interior finishing market. The acquisition was primarily funded with borrowings under the Company's asset based revolving credit facility. The primary purpose of the transaction was to expand the Company's complementary product offerings and grow the business.
The assets acquired and liabilities assumed were recognized at their acquisition date fair values. Due to the limited amount of time since the acquisition of Ames, the acquisition accounting is subject to change as the Company obtains additional information during the measurement period about the facts and circumstances that existed as of the acquisition date. The primary areas of the preliminary acquisition accounting that are not yet finalized relate to the finalization of preliminary fair value estimates, working capital adjustments and residual goodwill.

13

GMS Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

The following table summarizes the preliminary acquisition accounting for this acquisition based on currently available information:
Preliminary
Acquisition
Accounting
(in thousands)
Cash and cash equivalents$10,692 
Trade accounts and notes receivable9,955 
Inventories15,464 
Prepaid and other current assets1,941 
Property and equipment6,165 
Operating lease right-of-use assets8,238 
Customer relationships63,000 
Tradenames53,000 
Patents3,000 
Goodwill104,557 
Accounts payable and accrued expenses(14,827)
Deferred tax liability(28,440)
Operating lease liabilities(8,238)
Fair value of consideration transferred$224,507 
Goodwill recognized is attributable to expected synergies and the expected value in the potential to expand and enhance the Company's complementary product offerings. Goodwill is not expected to be deductible for U.S. federal income tax purposes. The estimated useful life for the customer relationships is eleven years and the estimated useful life for the patents is ten years. The tradenames are estimated to have an indefinite useful life.
Trade accounts and notes receivable had a preliminary estimate of fair value of $10.0 million and a gross contractual value of $11.6 million. The difference represents the Company’s best estimate of the contractual cash flows that will not be collected.
Pro Forma Financial Information
The following table presents the unaudited pro forma consolidated net sales and net income for the Company for the periods indicated:
Three Months Ended
January 31,
Nine Months Ended
January 31,
2022202120222021
(in thousands)
Net sales$1,160,211 $813,078 $3,429,878 $2,571,616 
Net income61,336 15,303 203,721 75,924 
The above pro forma results have been calculated by combining the historical results of the Company, Westside and Ames as if the acquisitions of Westside and Ames had occurred on May 1, 2020, the first day of the comparable prior reporting period presented. The pro forma results include estimates for intangible asset amortization, depreciation, interest expense and income taxes, and are subject to change once final asset values have been determined. The pro forma information is not necessarily indicative of the results that would have been achieved had the transactions occurred on the first day of each of the periods presented or that may be achieved in the future.
Other Acquisitions
On June 3, 2021, the Company acquired the assets of Architectural Coatings Distributors, Inc. (“Architectural Coating”). Architectural Coating is an interior building products distributor in Cleveland, Ohio. On August 2, 2021, the Company acquired certain assets of DK&B Construction Specialties, Inc. (“DK&B”). DK&B is a distributor of External Insulation and Finishing Systems (“EIFS”) and stucco products through one location in Omaha, Nebraska. On December 1, 2021, the Company acquired the assets of Kimco Supply Company (“Kimco”). Kimco is an interior building products
14

GMS Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

distributor through two locations in the Tampa, Florida area. The impact of these acquisitions is not material to the Company’s Consolidated Financial Statements.
3. Accounts Receivable
The Company’s trade accounts and notes receivable consisted of the following:
January 31,
2022
April 30,
2021
(in thousands)
Trade receivables$604,321 $488,002 
Other receivables105,617 76,941 
Allowance for expected credit losses(5,424)(3,254)
Other allowances(4,259)(3,028)
Trade accounts and notes receivable$700,255 $558,661 
The following table presents the change in the allowance for expected credit losses during the nine months ended January 31, 2022:
(in thousands)
Balance as of April 30, 2021$3,254 
Provision786 
Other1,384 
Balance as of January 31, 2022$5,424 

Receivables from contracts with customers, net of allowances, were $594.6 million and $481.7 million as of January 31, 2022 and April 30, 2021, respectively. The Company did not have material amounts of contract assets or liabilities as of January 31, 2022 or April 30, 2021.

4. Goodwill and Intangible Assets
Goodwill
The following table presents changes in the carrying amount of goodwill:
GrossAccumulatedNet
Carrying AmountImpairment LossCarrying Amount
(in thousands)
Balance as of April 30, 2021$645,377 $(69,047)$576,330 
Goodwill recognized from acquisitions122,624 — 122,624 
Acquisition accounting adjustments from prior period(476)— (476)
Translation adjustment(6,504)1,968 (4,536)
Balance as of January 31, 2022$761,021 $(67,079)$693,942 

15

GMS Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

Intangible Assets
The following tables present the components of the Company’s intangible assets:
Estimated
Useful
Lives
(years)
Weighted
Average
Amortization
Period
January 31, 2022
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Value
(dollars in thousands)
Customer relationships
5-16
12.5$674,835 $(368,089)$306,746 
Definite-lived tradenames
5-20
15.872,141 (18,023)54,118 
Vendor agreements
8-10
8.36,644 (5,976)668 
Developed technology54.98,499 (4,151)4,348 
Other
3-5
3.81,278 (1,213)65 
Definite-lived intangible assets$763,397 $(397,452)$365,945 
Indefinite-lived intangible assets114,367 
Total intangible assets, net$480,312 
Estimated
Useful
Lives
(years)
Weighted
Average
Amortization
Period
April 30, 2021
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Value
(dollars in thousands)
Customer relationships
5-16
13.3$569,255 $(330,880)$238,375 
Definite-lived tradenames
5-20
16.862,084 (14,842)47,242 
Vendor agreements
8-10
8.36,644 (5,372)1,272 
Developed technology54.95,699 (3,381)2,318 
Other
3-5
3.34,291 (3,996)295 
Definite-lived intangible assets$647,973 $(358,471)$289,502 
Indefinite-lived intangible assets61,367 
Total intangible assets, net$350,869 
Amortization expense related to definite-lived intangible assets was $15.9 million and $14.2 million for the three months ended January 31, 2022 and 2021, respectively, and $46.4 million and $43.0 million for the nine months ended January 31, 2022 and 2021, respectively.
The following table summarizes the estimated future amortization expense for definite-lived intangible assets. Actual amortization expense to be reported in future periods could differ materially from these estimates as a result of acquisitions, changes in useful lives, foreign currency exchange rate fluctuations and other relevant factors.
Year Ending April 30,(in thousands)
2022 (remaining three months)$17,637 
202365,218 
202454,181 
202545,074 
202637,786 
Thereafter146,049 
Total$365,945 
The Company’s indefinite-lived intangible assets consist of tradenames that had a carrying amount of $114.4 million and $61.4 million as of January 31, 2022 and April 30, 2021, respectively.
16

GMS Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)


5. Long-Term Debt

The Company’s long-term debt consisted of the following:
January 31,
2022
April 30,
2021
(in thousands)
Term Loan Facility$505,890 $509,722 
Unamortized discount and deferred financing costs on Term Loan Facility(3,861)(4,735)
Senior Notes350,000 350,000 
Unamortized discount and deferred financing costs on Senior Notes(4,989)(5,485)
ABL Facility359,000  
Finance lease obligations112,967 117,948 
Installment notes at fixed rates up to 5.0%, due in monthly and annual installments through 2025
7,812 11,716 
Unamortized discount on installment notes(458)(739)
Carrying value of debt1,326,361 978,427 
Less current portion44,624 46,018 
Long-term debt$1,281,737 $932,409 
Term Loan Facility
The Company has a senior secured first lien term loan facility (the “Term Loan Facility”). The Company is required to make scheduled quarterly payments of $1.3 million, or 0.25% of the aggregate principal amount of the Term Loan Facility, with the remaining balance due in June 2025. The Term Loan Facility bears interest at a floating rate based on LIBOR plus 2.50%, with a 0% floor. As of January 31, 2022, the applicable rate of interest was 2.61%.
Senior Notes
The Company has senior unsecured notes due May 2029 (the "Senior Notes"). The Senior Notes bear interest at 4.625% per annum and mature on May 1, 2029. Interest is payable semi-annually in arrears on May 1 and November 1.
Asset Based Lending Facility
The Company has an asset based revolving credit facility (the “ABL Facility”) that provided for aggregate revolving commitments of $545.0 million as of January 31, 2022. Extensions of credit under the ABL Facility are limited by a borrowing base calculated periodically based on specified percentages of the value of eligible inventory and eligible accounts receivable, subject to certain reserves and other adjustments.
On November 30, 2021, the Company amended its ABL Facility to, among other things, increase the commitments thereunder by $100.0 million from $445.0 million to $545.0 million and change the interest rate provisions from LIBOR to Secured Overnight Financing Rate ("SOFR").
As of January 31, 2022, at the Company’s option, the interest rates applicable to the loans under the ABL Facility were based on SOFR or base rate plus, in each case, an applicable margin. The margins applicable for each elected interest rate are subject to a pricing grid, as defined in the ABL Facility agreement, based on average daily availability for the most recent fiscal quarter. The ABL Facility also contains an unused commitment fee. As of January 31, 2022, the applicable base rate of interest was 3.50%.
As of January 31, 2022, the Company had available borrowing capacity of approximately $159.6 million under the ABL Facility. The ABL Facility matures on September 30, 2024 unless the individual affected lenders agree to extend the maturity of their respective loans under the ABL Facility upon the Company’s request and without the consent of any other lender. The ABL Facility contains a cross default provision with the Term Loan Facility.
17

GMS Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

Debt Covenants