LTM Net Income to Pro Forma Adjusted EBITDA Commentary ( $ in 000s) (Unaudited) Net Income 1Q19 LTM 2018 2017 2016 A. Represents non-cash compensation expenses related to stock appreciation rights agreements $ 56,278 $ 62,971 $ 48,886 $ 12,564 B. Represents non-cash compensation expense related to changes in the fair values of noncontrolling interests Add: Interest Expense Add: Write off of debt discount and deferred financing fees Less: Interest Income Add: Income Tax Expense Add: Depreciation Expense Add: Amortization Expense 40,083 - (390) 13,659 28,696 46,811 31,395 74 (177) 20,883 24,075 41,455 29,360 7,103 (152) 22,654 25,565 43,675 37,418 - (928) 12,584 26,667 37,548 C. Represents non-cash equity-based compensation expense related to the issuance of share-based awards D. Represents non-recurring expenses related specifically to the AEA acquisition of GMS EBITDA $ 185,137 $ 180,676 $ 177,091 $ 125,853 E. Represents severance and other costs permitted in calculations under the ABL Facility and the First Lien Facility Adjustments Stock appreciation rights expense Redeemable noncontrolling interests Equity-based compensation AEA transaction related costs Severance and other permitted costs Transaction costs (acquisition and other) (Gain) loss on disposal of assets AEA management fee Effects of fair value adjustments to inventory Change in fair value of financial instruments Secondary public offerings Debt transaction costs Total Add-Backs (A) (B) (C) (D) (E) (F) 2,062 1,533 1,626 - 5,212 7,964 (240) - 4,453 11,948 894 1,189 2,318 1,868 1,695 - 581 3,370 (509) - 324 6,125 1,525 1,285 148 3,536 2,534 - (157) 1,988 (338) 188 946 382 1,385 526 1,988 880 2,699 - 379 3,751 (645) 2,250 1,009 - 19 - F. 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 (G) (H) (I) (J) (K) G. Represents management fees paid to AEA, which were discontinued after the IPO H. Non-cash cost of sales impact of purchase accounting adjustments to increase inventory to its estimated fair value $ 36,642 $ 18,582 $ 11,138 $ 12,330 I. J. Mark-to-market adjustments for certain financial instruments Adjusted EBITDA (as reported) $ 221,779 $ 199,258 $ 188,229 $ 138,183 12,093 Contributions from acquisitions Pro Forma Adjusted EBITDA with Acquisitions (L) 64,321 1,280 9,500 Represents costs paid to third party advisors related to the secondary public offerings of our common stock $ 286,100 $ 200,538 $ 197,729 $150,276 K. Represents costs paid to third party advisors related to debt refinancing activities Conversion of GMS Operating Leases Pro Forma Adjusted EBITDA (M) 17,926 $ 304,026 L. Pro forma impact of earnings from acquisitions from the beginning of the LTM period to the date of acquisition, including synergies M. Represents the favorable impact to Adjusted EBITDA related to the amendment of existing GMS equipment operating leases to capital leases 14 Pro Forma Adjusted EBITDA Reconciliation
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