LTM Net Income to Pro Forma Adjusted EBITDA Pro Forma Adjusted EBITDA Reconciliation Commentary 12 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 share-based awards 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 Mark-to-market adjustments for certain financial instruments Represents costs paid to third party advisors related to the secondary public offerings of our common stock 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, including synergies Represents the favorable impact to Adjusted EBITDA related to the conversion of existing GMS equipment operating leases to capital leases ( $ in 000s) 1Q19 LTM 2018 2017 2016 (Unaudited) Net Income 56,278 $ 62,971 $ 48,886 $ $ 12,564 Add: Interest Expense 40,083 31,395 29,360 37,418 Add: Write off of debt discount and deferred financing fees - 74 7,103 - Less: Interest Income (390) (177) (152) (928) Add: Income Tax Expense 13,659 20,883 22,654 12,584 Add: Depreciation Expense 28,696 24,075 25,565 26,667 Add: Amortization Expense 46,811 41,455 43,675 37,548 EBITDA 185,137 $ 180,676 $ 177,091 $ $ 125,853 Adjustments Stock appreciation rights expense (A) 2,062 2,318 148 1,988 Redeemable noncontrolling interests (B) 1,533 1,868 3,536 880 Equity-based compensation (C) 1,626 1,695 2,534 2,699 AEA transaction related costs (D) - - - - Severance and other permitted costs (E) 5,212 581 (157) 379 Transaction costs (acquisition and other) (F) 7,964 3,370 1,988 3,751 (Gain) loss on disposal of assets (240) (509) (338) (645) AEA management fee (G) - - 188 2,250 Effects of fair value adjustments to inventory (H) 4,453 324 946 1,009 Change in fair value of financial instruments (I) 11,948 6,125 382 - Secondary public offerings (J) 894 1,525 1,385 19 Debt transaction costs (K) 1,189 1,285 526 - Total Add-Backs 36,642 $ 18,582 $ 11,138 $ 12,330 $ Adjusted EBITDA (as reported) 221,779 $ 199,258 $ 188,229 $ 138,183 $ Contributions from acquisitions (L) 64,321 1,280 9,500 12,093 Pro Forma Adjusted EBITDA with Acquisitions 286,100 $ 200,538 $ 197,729 $ 150,276 $ Conversion of GMS Operating Leases (M) 17,926 Pro Forma Adjusted EBITDA 304,026 $
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