| LTM Net Income to Pro Forma Adjusted EBITDA Pro Forma Adjusted EBITDA Reconciliation Commentary 14 Represents non-cash compensation expenses related to stock appreciation rights agreements Represents non-cash compensation expense related to changes in the fair values of noncontrolling interests Represents non-cash equity-based compensation expense related to the issuance of stock options Represents non-recurring expenses related specifically to the AEA acquisition of GMS Represents severance and other costs permitted in calculations under the ABL Facility and the First Lien Facility Represents one-time costs related to our initial public offering and acquisitions (including the Acquisition) paid to third party advisors, including fees to financial advisors, accountants, attorneys and other professionals as well as costs related to the retirement of corporate stock appreciation rights. Also included are one-time bonuses paid to certain employees in connection with the Acquisition Represents management fees paid to AEA, which were discontinued after the IPO. Non-cash cost of sales impact of purchase accounting adjustments to increase inventory to its estimated fair value Represents costs paid to third party advisors related to the secondary public offerings of our common stock Mark-to-market adjustments for certain financial instruments Represents costs paid to third party advisors related to debt refinancing activities. Pro forma impact of earnings from acquisitions from the beginning of the LTM period to the date of acquisition ( $ in 000s) 1Q18 LTM 2017 2016 2015 (Unaudited) Net Income (Loss) 55,066 $ 48,886 $ $ 12,564 $ (11,697) Add: Interest Expense 29,283 29,360 37,418 36,396 Add: Write off of debt discount and deferred financing fees 1,751 7,103 - - Less: Interest Income (132) (152) (928) (1,010) Add: Income Tax Expense 26,555 22,654 12,584 (6,626) Add: Depreciation Expense 25,173 25,565 26,667 32,208 Add: Amortization Expense 44,617 43,675 37,548 31,957 EBITDA 182,313 $ 177,091 $ $ 125,853 $ 81,228 Adjustments Stock appreciation rights expense (benefit) (A) 830 148 1,988 2,268 Redeemable noncontrolling interests (B) 4,110 3,536 880 1,859 Equity-based compensation (C) 2,334 2,534 2,699 6,455 AEA transaction related costs (D) - - - 837 Severance and other permitted costs (E) (92) (157) 379 413 Transaction costs (acquisition and other) (F) 1,754 2,249 3,751 1,891 (Gain) on disposal of assets (530) (338) (645) 1,089 AEA management fee (G) - 188 2,250 2,250 Effects of fair value adjustments to inventory (H) 782 946 1,009 5,012 Secondary Public Offering (I) 2,016 1,385 Interest rate swap / cap mark-to-market (J) 535 382 19 2,494 Debt Related Costs (K) 988 265 Total Add-Backs 12,727 $ 11,138 $ 12,330 $ 24,568 $ Adjusted EBITDA 195,040 $ 188,229 $ 138,183 $ 105,796 $ Contributions from acquisitions (L) 3,565 9,500 12,093 8,064 Pro Forma Adjusted EBITDA 198,605 $ 197,729 $ 150,276 $ 113,860 $ |