Executive Summary / Key Takeaways

• GMS Inc. operates as a leading specialty distributor of building products across North America, leveraging a national platform with a local focus and a diversified product offering to serve residential and commercial contractors.
• Despite challenging macroeconomic conditions in fiscal year 2025, marked by softening demand, steel price deflation, and weather impacts, GMS demonstrated operational resilience, achieving marginal net sales growth driven by strategic acquisitions and implementing significant cost reduction initiatives ($55 million annualized savings).
• The company's strategic focus on expanding complementary products, enhancing its platform through targeted M&A (like Yvon and R.S. Elliott), and driving productivity via technology and business simplification is positioning it for improved efficiency and market share gains ahead of an anticipated market recovery.
• GMS maintains a solid balance sheet and strong cash flow generation, supporting a balanced capital allocation strategy including debt reduction, share repurchases, and funding strategic acquisitions, while operating within its target net debt leverage range.
• The unsolicited proposal from QXO, Inc. highlights the perceived value of GMS's platform and market position, adding a potential near-term catalyst for shareholders amidst the ongoing operational and market cycle dynamics.

Setting the Scene: GMS's Foundation in Specialty Distribution

GMS Inc. stands as a prominent figure in the North American specialty building products distribution landscape. Since its founding in 1971, the company has grown from a single location into a vast network of over 320 distribution centers and nearly 100 tool sales, rental, and service centers across 48 U.S. states and six Canadian provinces. This expansive footprint, totaling over 400 locations, is underpinned by an operating model that successfully marries the scale benefits of a national platform with the responsiveness of a local go-to-market approach. This dual focus is critical in serving a diverse customer base of professional contractors and homebuilders, offering a comprehensive suite of products including wallboard, ceilings, steel framing, and an increasingly important array of complementary construction products.

The company's history is marked by a consistent strategy of growth through both organic initiatives, such as opening new greenfield locations, and strategic acquisitions. This approach has been particularly aggressive in recent years, with GMS investing over $1 billion since COVID to acquire 16 companies. These deals have been strategically targeted to either expand the company's core product distribution network or accelerate its presence in higher-growth complementary product categories like EIFS, stucco, and tools and fasteners. This blend of organic and inorganic expansion has been instrumental in shaping GMS into a diversified distributor capable of serving as a "one-stop shop" for interior contractors and increasingly, exterior specialists.

Within the competitive landscape, GMS operates alongside other specialty distributors, as well as larger big box retailers and lumberyards. Competition is fierce and varies by product, customer type, and geography, primarily centering on pricing, product availability, location, and crucial value-added services like delivery capabilities, technical expertise, and credit availability. GMS differentiates itself through its specialized, logistics-intensive distribution services. Delivering products like wallboard, which is heavy, easily damaged, and often requires precise placement on job sites using specialized equipment like articulating boom loaders, demands a higher degree of expertise and operational capability than typically offered by broader distributors or retailers. This service-driven approach, coupled with strong relationships with major manufacturers and a national network capable of serving large homebuilders, positions GMS favorably against many smaller, local competitors and provides a competitive moat.

Operational Excellence and Technological Advancement

GMS's ability to thrive in a competitive and cyclical industry is deeply rooted in its operational excellence and strategic adoption of technology. The company's distribution model is inherently complex, requiring meticulous coordination of sales, dispatch, and delivery to ensure the right products arrive at the right time and location, often under challenging job site conditions. This logistical intensity is not merely a cost center but a core differentiator, providing significant value to contractors who prioritize reliability and on-site efficiency.

Beyond traditional logistics, GMS has been actively investing in technology and process improvements to enhance productivity and profitability. Key initiatives include expanding e-commerce capabilities to streamline customer interactions and leveraging digital tools for internal operations. The company is exploring AI applications for tasks like automating order entry and is continuously advancing its B2B and B2C commerce platforms. A significant operational undertaking is the consolidation of legacy subsidiary structures onto a common ERP platform across the U.S. footprint. This standardization of data and processes is designed to remove redundancies, streamline operations, and improve overall efficiency. Early results from the first division to undergo this transformation are promising, showing quantifiable benefits such as a 17% reduction in DSO, over 10% improvement in total inventory turns, and a dramatic increase in Wallboard turns from the mid-4s to nearly 16 times. These improvements in working capital management and operational efficiency are expected to be replicated across the organization as the consolidation efforts are completed by the end of calendar year 2025.

The "so what" for investors is clear: these technological and operational advancements contribute directly to GMS's competitive moat. By improving efficiency, reducing costs, and enhancing the customer experience through reliable, technology-enabled service, GMS strengthens its position against competitors. The ability to manage inventory more effectively and improve cash conversion cycles provides financial flexibility, while streamlined operations support margin expansion and earnings growth, particularly as market volumes eventually recover. This focus on operational and technological differentiation is a critical element of GMS's strategy to maintain its market leadership and drive value creation.

Strategic Pillars Driving Growth and Efficiency

GMS's strategic framework is built upon four key pillars designed to navigate current market dynamics and position the company for long-term success:

1. Expand Core Products: The company aims to increase its market share in wallboard, ceilings, and steel framing through both organic growth and strategic acquisitions. This involves leveraging its extensive network and service capabilities to capture a greater portion of existing market demand.
2. Grow Complementary Products: A significant focus is placed on expanding product lines such as tools and fasteners, insulation, and exterior envelope applications (EIFS, stucco, siding). This strategy enhances GMS's position as a one-stop shop, increases average order value, and offers higher margin opportunities. In fiscal 2025, focus areas like Tools & Fasteners, Insulation, and EIFS/Stucco collectively grew faster than the overall complementary category, demonstrating the success of this targeted approach.
3. Expand our Platform: GMS continues to broaden its geographic reach and enhance service levels through greenfield openings and strategic acquisitions. Fiscal 2025 saw the addition of four greenfield locations and three key acquisitions (Howard Sons, Yvon, R.S. Elliott), adding new markets and product capabilities. The acquisition of R.S. Elliott, a leading exterior products distributor in Florida, is a prime example of expanding both geography and complementary offerings. Subsequent to year-end, the acquisition of The Lutz Company further expanded the complementary product footprint.
4. Drive Improved Productivity and Profitability: This pillar is directly supported by the cost reduction initiatives and technology investments. By reducing complexity, enhancing efficiency, and leveraging scale, GMS aims to lower its cost to serve, expand margins, and improve earnings. The $55 million in annualized cost savings implemented in fiscal 2025, achieved through workforce reductions, yard closures, and process improvements, underscores this commitment, positioning the company as a leaner operator for the next cycle.

The execution of these pillars is evident in GMS's recent activities and provides a roadmap for future growth. The strategic balance between strengthening core offerings and expanding into high-potential complementary areas, supported by a disciplined approach to platform expansion and operational efficiency, forms the core of GMS's value creation strategy.

Financial Performance: Navigating Headwinds with Resilience

Fiscal year 2025 presented a challenging macroeconomic backdrop for GMS, impacting its financial performance despite strategic growth initiatives. Net sales for FY2025 reached $5.51 billion, a marginal 0.2% increase compared to $5.50 billion in FY2024. This modest growth was primarily attributable to contributions from recent acquisitions, which helped offset softening market conditions and deflationary pricing, particularly in steel framing. Organic sales for the year declined by 5.8%, reflecting the impact of reduced demand across end markets and price pressures.

Profitability metrics saw pressure in FY2025. Gross profit decreased by 3.0% to $1.72 billion, resulting in a gross margin of 31.2%, down from 32.3% in the prior year. This contraction was driven by weakening demand, unfavorable price and cost dynamics, and lower vendor incentive income tied to reduced volumes. Selling, general and administrative (SG&A) expenses increased by 5.5% to $1.27 billion, representing 22.9% of net sales, up from 21.8% in FY2024. The increase in SG&A was primarily due to incremental expenses from recent acquisitions, higher insurance claims, and severance costs related to cost reduction plans, partially offset by lower operating costs from realized savings and reduced activity.

Net income for FY2025 saw a significant decrease of 58.2% to $115.5 million, down from $276.1 million in FY2024. This decline was primarily driven by the $42.5 million non-cash goodwill impairment charge related to the Ames reporting unit, increased SG&A, gross margin contraction, and higher depreciation and amortization from acquisitions. Adjusted EBITDA, a key metric for management, decreased by 18.6% to $500.9 million, with the Adjusted EBITDA margin declining to 9.1% from 11.2% in FY2024.

Looking at quarterly trends within FY2025 provides further insight into the evolving market. Q1 saw net sales up slightly YoY due to acquisitions, but organic sales declined due to softening demand and steel deflation, with gross margin down YoY. Q2 experienced similar dynamics, with acquisitions driving sales growth while organic sales fell due to market declines and hurricane impacts, leading to a YoY gross margin decrease. Q3 saw net sales flat YoY (acquisition benefit), but organic sales declined significantly as demand deteriorated starting in December, resulting in further gross margin contraction. Q4 showed net sales down YoY, but ahead of forecast, with gross margin flat sequentially, suggesting a potential stabilization in trends.

Despite the pressure on profitability metrics, GMS demonstrated strong cash flow generation. Cash provided by operating activities totaled $383.6 million in FY2025. Free cash flow was robust at $336.1 million, representing a strong conversion rate of 67.1% of Adjusted EBITDA. This cash generation is a critical strength, particularly in a downturn, providing the company with financial flexibility.

Liquidity and Capital Allocation

GMS maintains a solid financial position, relying on cash flow from operations, cash on hand, and its Asset-Based Lending (ABL) Facility to fund working capital, capital expenditures, and acquisitions. As of April 30, 2025, the company had approximately $631.3 million of available borrowing capacity under its $950 million ABL Facility, which matures in December 2027. Total debt outstanding included $492.5 million under the Term Loan Facility (due May 2030) and $350 million in Senior Notes (due May 2029).

The company's net debt leverage ratio stood at 2.4x Adjusted EBITDA as of April 30, 2025. While this is up from 1.7x a year prior due to the decline in Adjusted EBITDA and funding for acquisitions, it remains within management's target range of 1.5 to 2.5 times, indicating prudent financial management. The company successfully reduced net debt by over 10% during the fourth quarter of FY2025, highlighting its ability to generate cash and manage its debt profile even in a challenging environment.

GMS employs a balanced approach to capital allocation. This includes investing in the business (capital expenditures), funding strategic acquisitions, repurchasing shares, and reducing debt. Capital expenditures for FY2025 were approximately $47.5 million. For FY2026, the company expects capital expenditures to be between $40 million and $45 million. Share repurchases remain a key component of returning value to shareholders, with the company repurchasing $164.1 million of common stock in FY2025 and having $192 million of authorization remaining under its renewed program as of April 30, 2025. Management emphasizes maintaining sufficient cash and liquidity to pursue attractive M&A opportunities while balancing debt reduction and buybacks. The company was in compliance with all covenants under its debt agreements as of April 30, 2025, providing operational flexibility.

Market Dynamics and Forward Outlook

The near-term outlook for GMS is shaped by the continuation of challenging macroeconomic conditions. Management expects the demand backdrop experienced in the latter half of fiscal 2025 to persist, likely extending beyond the end of the fiscal year. Stubbornly high interest rates, tight lending conditions, and general policy uncertainty are identified as primary impediments to growth across both residential and commercial markets.

Despite these headwinds, management is cautiously optimistic that the industry is nearing the bottom of the current cycle. This expectation is based on current starts activity and typical lag times for product delivery. The timing and intensity of a recovery are closely tied to interest rate movements and broader economic confidence. Management anticipates that easing interest rates will trigger a recovery, likely led by the single-family market, followed by commercial, and then eventually multifamily.

Specific guidance for the first quarter of fiscal 2026 reflects this cautious near-term view:

• Net Sales: Expected to be down low to mid-single digits year-over-year in total, with organic sales down mid-to-high single digits.
• Wallboard Volumes (Organic): Expected to be down high single digits overall, with US single-family volumes flat to up slightly, multi-family down 25-30%, and commercial down low teens. Total Wallboard volumes (including acquisitions) are expected to be down mid-to-high single digits.
• Wallboard Price/Mix: Expected to be roughly flat year-over-year (like-for-like slightly higher, mix shifts).
• Ceilings Volumes: Expected to be down low single digits (soft commercial, Kamco anniversary). Price/Mix up mid-to-high single digits.
• Steel Framing Volumes: Expected to be down high single digits. Price/Mix down low single digits (no significant improvement expected in Q1).
• Complementary Products Sales: Expected to be down low single digits (exposure to commercial).
• Gross Margin: Expected to be around 31.2%, consistent with Q4 FY25 and the prior year period.
• Adjusted EBITDA: Expected to be in the range of $132 million to $137 million.
• Adjusted EBITDA Margin: Expected to be in the 9.5% to 9.8% range.

Management expects the full quarterly run rate of the $55 million in annualized cost savings implemented in FY2025 to be realized in Q1 FY2026, contributing to lower operating expenses year-over-year despite lower sales volumes. Business simplification efforts are on track for completion by the end of calendar year 2025, further enhancing efficiency.

For the full fiscal year 2026, management expects cash flow generation to remain strong, likely converting 60% to 65% of Adjusted EBITDA into free cash flow. Capital expenditures are projected between $40 million and $45 million.

While the near-term presents challenges, the long-term outlook remains supported by fundamental factors: a structural undersupply of housing, favorable demographics, and potential demand drivers from infrastructure investment, reshoring, and AI-related construction (data centers). Management believes that in a more normalized environment, annual EBITDA margins can return to a range of 10% to 12%.

Competitive Positioning and Strategic Responses

GMS operates in a fragmented yet consolidating industry, competing with a mix of national, regional, and local specialty distributors, as well as broader building material suppliers and big box retailers. Key publicly traded competitors include Beacon Roofing Supply (BECN), Builders FirstSource (BLDR), Owens Corning (OC), and Masco Corporation (MAS).

Financially, GMS's TTM Gross Profit Margin (30.78%) and Operating Profit Margin (5.36%) are generally lower than those of BECN (40% Gross, -1.25% Operating - note: BECN's operating margin seems impacted by specific factors in its latest TTM data), BLDR (33% Gross, 10% Operating), OC (30% Gross, 10% Operating), and MAS (36% Gross, 17% Operating). This suggests that GMS's cost structure or pricing power, particularly in the current environment, may lag some peers. However, GMS's TTM Net Profit Margin (2.61%) is within the range of peers (BECN 0.49%, BLDR 7%, OC 6%, MAS 11%), potentially benefiting from lower relative debt levels (Debt/Equity 1.25 vs. BLDR 1.01, OC 1.11, MAS -11.48 - note: MAS D/E is an outlier). GMS's TTM EBITDA Margin (8.20%) is also generally lower than peers (BLDR 10%, OC 10%, MAS 17%).

GMS's competitive advantages lie in its specialized service model, particularly the logistics and on-site delivery expertise required for core products like wallboard. This capability, supported by specialized equipment and trained personnel, is difficult for less-focused competitors or big box retailers to replicate effectively. The company's national footprint and ability to serve large national homebuilders across multiple markets also differentiate it from smaller regional players. Furthermore, GMS's strategic focus on expanding its complementary product offerings allows it to capture a greater share of the contractor's wallet and enhance margins, moving beyond core commodity products.

In response to competitive pressures and market dynamics, GMS is strategically positioning itself through:

• Operational Efficiency: The significant cost reduction program and subsidiary consolidation efforts are aimed at lowering the cost structure and improving profitability metrics, addressing the margin gap relative to some peers.
• Targeted M&A: Acquisitions like R.S. Elliott bolster GMS's position in specific product categories (exteriors) and geographies, expanding its addressable market and competitive footprint.
• Service Differentiation: Continuing to emphasize its value-added services, particularly in complex deliveries and technical support, to maintain customer loyalty and command pricing power where possible.
• Technology Adoption: Investing in digital tools and automation to improve efficiency, streamline customer interactions, and enhance data-driven decision-making, aiming to narrow any technology gap with more digitally advanced competitors.

The unsolicited proposal from QXO, Inc. to acquire GMS for $95.20 per share in cash highlights the strategic value of GMS's platform, particularly its extensive distribution network and market position in specialty building products. QXO's stated strategy of consolidating fragmented markets using M&A and tech efficiencies aligns with GMS's own historical growth path and ongoing initiatives, suggesting a potential recognition of GMS's operational capabilities and market potential. The GMS Board is currently reviewing this proposal, which represents a significant premium over recent trading prices and introduces a new element to the company's near-term trajectory.

Risks and Challenges

Investing in GMS involves navigating several key risks and challenges:

• Market Cyclicality: GMS is highly dependent on the cyclical commercial and residential construction markets. Economic downturns, rising interest rates, and tight credit availability can significantly reduce demand for its products, impacting sales and profitability, as seen in FY2025.
• Pricing Volatility: Prices for core products like wallboard and steel framing can fluctuate significantly due to supply/demand dynamics, raw material costs, and trade policies (tariffs). The ability to pass on cost increases to customers is crucial but challenging in a competitive, softening market, potentially pressuring margins. Steel price deflation was a notable headwind in FY2025.
• Competition: The fragmented nature of the industry and ongoing consolidation can intensify competition on pricing and service, potentially eroding market share or profitability.
• Acquisition Integration: While M&A is a core growth strategy, there are risks associated with successfully integrating acquired businesses, including operational challenges, retaining key personnel and customers, and realizing anticipated synergies.
• Operating Costs: Fluctuations in key operating costs, such as fuel, labor, and rent, can impact profitability, particularly if these increases cannot be fully passed on to customers. Labor shortages also pose a risk to operations and customer service.
• Supply Chain Disruptions: Reliance on key suppliers exposes GMS to risks of product shortages or delivery delays, which could impact sales and customer relationships.
• Indebtedness: The company carries a notable level of debt, which could limit financial flexibility and increase vulnerability to adverse economic conditions or rising interest rates (as seen in increased interest expense).
• Goodwill Impairment: A significant portion of GMS's assets is goodwill from acquisitions. Deterioration in the performance or outlook of reporting units, such as the impairment recognized for the Ames unit in FY2025, could lead to future non-cash impairment charges.
• Regulatory and Policy Changes: Changes in building codes, environmental regulations, trade policies (tariffs), and immigration policies could impact operations, costs, or demand.

These risks require careful management and could influence GMS's ability to execute its strategy and achieve its financial targets.

Conclusion

GMS Inc. is a well-established specialty distributor operating in cyclical construction markets. Fiscal year 2025 highlighted the impact of macroeconomic headwinds on demand and profitability, but also demonstrated the company's operational resilience, ability to execute strategic acquisitions, and commitment to driving efficiency through cost reductions and technology investments. The company's differentiated service model, expanding complementary product offerings, and national platform provide a solid foundation and competitive advantages.

While the near-term market outlook remains challenging and visibility is limited, management is positioning GMS to navigate this period effectively and capitalize on the anticipated market recovery. The focus on realizing cost savings, simplifying operations, and maintaining a strong balance sheet and cash flow generation are critical steps in this process. The unsolicited acquisition proposal from QXO, Inc. (QXO) underscores the perceived value of GMS's business in the consolidating building products distribution sector. Investors should monitor the timing and strength of the market recovery, the successful execution of GMS's strategic initiatives, particularly the realization of cost savings and the integration of recent acquisitions, and the outcome of the QXO proposal as key factors influencing the company's future performance and investment thesis.