Supplemental Financial Information | SUPPLEMENTAL FINANCIAL INFORMATION The following information sets forth the consolidating summary financial statements of the issuer (Gibraltar Industries, Inc.) and guarantors, which guarantee the Senior Subordinated 6.25% Notes due February 1, 2021, and the non-guarantors. The guarantors are 100% owned subsidiaries of the issuer and the guarantees are full, unconditional, joint and several. Investments in subsidiaries are accounted for by the parent using the equity method of accounting. The guarantor subsidiaries and non-guarantor subsidiaries are presented on a combined basis. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions. GIBRALTAR INDUSTRIES, INC. CONSOLIDATING STATEMENTS OF OPERATIONS YEAR ENDED DECEMBER 31, 2015 (in thousands) Gibraltar Industries, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Net sales $ — $ 960,614 $ 109,984 $ (29,725 ) $ 1,040,873 Cost of sales — 785,085 94,949 (26,137 ) 853,897 Gross profit — 175,529 15,035 (3,588 ) 186,976 Selling, general, and administrative expense 133 116,529 17,366 — 134,028 Intangible asset impairment — 4,863 — — 4,863 (Loss) income from operations (133 ) 54,137 (2,331 ) (3,588 ) 48,085 Interest expense (income) 13,609 1,469 (75 ) — 15,003 Other expense (income) 50 (3,801 ) (267 ) — (4,018 ) (Loss) income before taxes (13,792 ) 56,469 (1,989 ) (3,588 ) 37,100 (Benefit of) provision for income taxes (4,427 ) 18,827 (776 ) — 13,624 (Loss) income from continuing operations (9,365 ) 37,642 (1,213 ) (3,588 ) 23,476 Discontinued operations: Loss before taxes — (44 ) — — (44 ) Benefit of income taxes — (16 ) — — (16 ) Loss from discontinued operations — (28 ) — — (28 ) Equity in earnings from subsidiaries 36,401 (1,213 ) — (35,188 ) — Net income $ 27,036 $ 36,401 $ (1,213 ) $ (38,776 ) $ 23,448 GIBRALTAR INDUSTRIES, INC. CONSOLIDATING STATEMENTS OF OPERATIONS YEAR ENDED DECEMBER 31, 2014 (in thousands) Gibraltar Industries, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Net sales $ — $ 792,078 $ 88,096 $ (18,087 ) $ 862,087 Cost of sales — 661,041 77,914 (16,913 ) 722,042 Gross profit — 131,037 10,182 (1,174 ) 140,045 Selling, general, and administrative expense 128 95,735 6,629 — 102,492 Intangible asset impairment — 107,970 — — 107,970 (Loss) income from operations (128 ) (72,668 ) 3,553 (1,174 ) (70,417 ) Interest expense (income) 13,568 995 (142 ) — 14,421 Other expense (income) 144 (328 ) 96 — (88 ) (Loss) income before taxes (13,840 ) (73,335 ) 3,599 (1,174 ) (84,750 ) (Benefit of) provision for income taxes (4,381 ) 753 670 — (2,958 ) (Loss) income from continuing operations (9,459 ) (74,088 ) 2,929 (1,174 ) (81,792 ) Discontinued operations: Loss before taxes — (51 ) — — (51 ) Benefit of income taxes — (19 ) — — (19 ) Loss from discontinued operations — (32 ) — — (32 ) Equity in earnings from subsidiaries (71,191 ) 2,929 — 68,262 — Net (loss) income $ (80,650 ) $ (71,191 ) $ 2,929 $ 67,088 $ (81,824 ) GIBRALTAR INDUSTRIES, INC. CONSOLIDATING STATEMENTS OF OPERATIONS YEAR ENDED DECEMBER 31, 2013 (in thousands) Gibraltar Industries, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Net sales $ — $ 758,790 $ 91,198 $ (22,421 ) $ 827,567 Cost of sales — 610,049 81,073 (21,652 ) 669,470 Gross profit — 148,741 10,125 (769 ) 158,097 Selling, general, and administrative expense 171 105,693 7,593 — 113,457 Intangible asset impairment — 1,000 22,160 — 23,160 (Loss) income from operations (171 ) 42,048 (19,628 ) (769 ) 21,480 Interest expense (income) 21,214 1,399 (124 ) — 22,489 Other income — (177 ) — — (177 ) (Loss) income before taxes (21,385 ) 40,826 (19,504 ) (769 ) (832 ) (Benefit of) provision for income taxes (7,480 ) 12,430 (153 ) — 4,797 (Loss) income from continuing operations (13,905 ) 28,396 (19,351 ) (769 ) (5,629 ) Discontinued operations: Loss before taxes — (7 ) — — (7 ) Benefit of income taxes — (3 ) — — (3 ) Loss from discontinued operations — (4 ) — — (4 ) Equity in earnings from subsidiaries 9,041 (19,351 ) — 10,310 — Net (loss) income $ (4,864 ) $ 9,041 $ (19,351 ) $ 9,541 $ (5,633 ) GIBRALTAR INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEAR ENDED DECEMBER 31, 2015 (in thousands) Gibraltar Industries, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Net income $ 27,036 $ 36,401 $ (1,213 ) $ (38,776 ) $ 23,448 Other comprehensive (loss) income: Foreign currency translation adjustment — — (6,228 ) — (6,228 ) Unrealized loss on cash flow hedges, net of tax — 143 — — 143 Adjustment to retirement benefit liability, net of tax — 34 15 — 49 Adjustment to post-retirement healthcare benefit liability, net of tax — 171 — — 171 Other comprehensive income (loss) — 348 (6,213 ) — (5,865 ) Total comprehensive income (loss) $ 27,036 $ 36,749 $ (7,426 ) $ (38,776 ) $ 17,583 GIBRALTAR INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEAR ENDED DECEMBER 31, 2014 (in thousands) Gibraltar Industries, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Net (loss) income $ (80,650 ) $ (71,191 ) $ 2,929 $ 67,088 $ (81,824 ) Other comprehensive (loss) income: Foreign currency translation adjustment — — (4,364 ) — (4,364 ) Adjustment to retirement benefit liability, net of tax — 3 (27 ) — (24 ) Adjustment to post-retirement healthcare benefit liability, net of tax — (1,435 ) — — (1,435 ) Unrealized loss on cash flow hedges, net of tax — (143 ) — — (143 ) Other comprehensive (loss) — (1,575 ) (4,391 ) — (5,966 ) Total comprehensive (loss) $ (80,650 ) $ (72,766 ) $ (1,462 ) $ 67,088 $ (87,790 ) GIBRALTAR INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEAR ENDED DECEMBER 31, 2013 (in thousands) Gibraltar Industries, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Net (loss) income $ (4,864 ) $ 9,041 $ (19,351 ) $ 9,541 $ (5,633 ) Other comprehensive (loss) income: Foreign currency translation adjustment — — (2,108 ) — (2,108 ) Adjustment to retirement benefit liability, net of tax — 53 — — 53 Adjustment to post-retirement healthcare benefit liability, net of tax — 45 — — 45 Other comprehensive income (loss) — 98 (2,108 ) — (2,010 ) Total comprehensive (loss) income $ (4,864 ) $ 9,139 $ (21,459 ) $ 9,541 $ (7,643 ) GIBRALTAR INDUSTRIES, INC. CONSOLIDATING BALANCE SHEETS DECEMBER 31, 2015 (in thousands) Gibraltar Industries, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Assets Current assets: Cash and cash equivalents $ — $ 39,597 $ 29,261 $ — $ 68,858 Accounts receivable, net — 142,674 22,295 — 164,969 Intercompany balances 15,023 12,033 (27,056 ) — — Inventories — 99,132 7,926 — 107,058 Other current assets 4,535 2,957 3,045 — 10,537 Total current assets 19,558 296,393 35,471 — 351,422 Property, plant, and equipment, net — 106,413 12,519 — 118,932 Goodwill — 270,017 22,373 — 292,390 Acquired intangibles — 111,734 11,279 — 123,013 Other assets — 4,015 — — 4,015 Investment in subsidiaries 603,208 54,792 — (658,000 ) — $ 622,766 $ 843,364 $ 81,642 $ (658,000 ) $ 889,772 Liabilities and Shareholders’ Equity Current liabilities: Accounts payable $ — $ 81,551 $ 7,653 $ — $ 89,204 Accrued expenses 5,127 55,363 7,115 — 67,605 Billings in excess of cost — 20,548 7,638 — 28,186 Current maturities of long-term debt — 400 — — 400 Total current liabilities 5,127 157,862 22,406 — 185,395 Long-term debt 207,553 1,329 — — 208,882 Deferred income taxes — 38,763 3,891 — 42,654 Other non-current liabilities — 42,202 553 — 42,755 Shareholders’ equity 410,086 603,208 54,792 (658,000 ) 410,086 $ 622,766 $ 843,364 $ 81,642 $ (658,000 ) $ 889,772 GIBRALTAR INDUSTRIES, INC. CONSOLIDATING BALANCE SHEETS DECEMBER 31, 2014 (in thousands) Gibraltar Industries, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Assets Current assets: Cash and cash equivalents $ — $ 91,466 $ 19,144 $ — $ 110,610 Accounts receivable, net — 91,713 9,428 — 101,141 Intercompany balances 21,619 (1,850 ) (19,769 ) — — Inventories — 120,091 8,652 — 128,743 Other current assets 4,484 14,488 965 — 19,937 Total current assets 26,103 315,908 18,420 — 360,431 Property, plant, and equipment, net — 116,628 12,947 — 129,575 Goodwill — 229,558 6,486 — 236,044 Acquired intangibles — 77,259 4,956 — 82,215 Other assets — 2,206 — — 2,206 Investment in subsidiaries 573,664 32,404 — (606,068 ) — $ 599,767 $ 773,963 $ 42,809 $ (606,068 ) $ 810,471 Liabilities and Shareholders’ Equity Current liabilities: Accounts payable $ — $ 74,751 $ 6,495 $ — $ 81,246 Accrued expenses 5,469 45,561 1,409 — 52,439 Current maturities of long-term debt — 400 — — 400 Total current liabilities 5,469 120,712 7,904 — 134,085 Long-term debt 207,069 2,442 — — 209,511 Deferred income taxes — 47,717 2,055 — 49,772 Other non-current liabilities — 29,428 446 — 29,874 Shareholders’ equity 387,229 573,664 32,404 (606,068 ) 387,229 $ 599,767 $ 773,963 $ 42,809 $ (606,068 ) $ 810,471 GIBRALTAR INDUSTRIES, INC. CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS DECEMBER 31, 2015 (in thousands) Gibraltar Industries, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Cash Flows from Operating Activities Net cash (used in) provided by operating activities $ (13,309 ) $ 94,440 $ 5,553 $ — $ 86,684 Cash Flows from Investing Activities Purchases of property, plant, and equipment — (11,754 ) (619 ) — (12,373 ) Cash paid for acquisitions, net of cash acquired — (114,145 ) (26,476 ) — (140,621 ) Net proceeds from sale of property and equipment — 26,500 — — 26,500 Other, net — 1,154 — — 1,154 Net cash used in investing activities — (98,245 ) (27,095 ) — (125,340 ) Cash Flows from Financing Activities Long-term debt payments — (73,642 ) — — (73,642 ) Proceeds from long-term debt — 73,242 — — 73,242 Payment of debt issuance costs — (1,166 ) — — (1,166 ) Purchase of treasury stock at market prices (956 ) — — — (956 ) Intercompany financing 11,927 (46,498 ) 34,571 — — Excess tax benefit from stock compensation 537 — — — 537 Net proceeds from issuance of common stock 1,801 — — — 1,801 Net cash provided by (used in) financing activities 13,309 (48,064 ) 34,571 — (184 ) Effect of exchange rate changes on cash — — (2,912 ) — (2,912 ) Net (decrease) increase in cash and cash equivalents — (51,869 ) 10,117 — (41,752 ) Cash and cash equivalents at beginning of year — 91,466 19,144 — 110,610 Cash and cash equivalents at end of year $ — $ 39,597 $ 29,261 $ — $ 68,858 GIBRALTAR INDUSTRIES, INC. CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS DECEMBER 31, 2014 (in thousands) Gibraltar Industries, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Cash Flows from Operating Activities Net cash (used in) provided by operating activities of continuing operations $ (13,437 ) $ 40,820 $ 5,200 $ — $ 32,583 Net cash used in operating activities of discontinued operations — (41 ) — — (41 ) Net cash (used in) provided by operating activities (13,437 ) 40,779 5,200 — 32,542 Cash Flows from Investing Activities Other investing activities — 277 — — 277 Purchases of property, plant, and equipment — (19,286 ) (4,005 ) — (23,291 ) Net proceeds from sale of property and equipment — 5,989 3 — 5,992 Net cash used in investing activities — (13,020 ) (4,002 ) — (17,022 ) Cash Flows from Financing Activities Long-term debt payments — (407 ) — — (407 ) Payment of debt issuance costs — (35 ) — — (35 ) Purchase of treasury stock at market prices (575 ) — — — (575 ) Intercompany financing 13,317 (11,707 ) (1,610 ) — — Tax benefit from equity compensation 100 — — — 100 Net proceeds from issuance of common stock 595 — — — 595 Net cash provided by (used in) financing activities 13,437 (12,149 ) (1,610 ) — (322 ) Effect of exchange rate changes on cash — — (1,627 ) — (1,627 ) Net increase (decrease) in cash and cash equivalents — 15,610 (2,039 ) — 13,571 Cash and cash equivalents at beginning of year — 75,856 21,183 — 97,039 Cash and cash equivalents at end of year $ — $ 91,466 $ 19,144 $ — $ 110,610 GIBRALTAR INDUSTRIES, INC. CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS DECEMBER 31, 2013 (in thousands) Gibraltar Industries, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Cash Flows from Operating Activities Net cash (used in) provided by operating activities of continuing operations $ (9,023 ) $ 64,994 $ 4,333 $ — $ 60,304 Net cash used in operating activities of discontinued operations — (9 ) — — (9 ) Net cash (used in) provided by operating activities (9,023 ) 64,985 4,333 — 60,295 Cash Flows from Investing Activities Cash paid for acquisitions, net of cash acquired — (5,536 ) — — (5,536 ) Purchases of property, plant, and equipment — (11,719 ) (3,221 ) — (14,940 ) Net proceeds from sale of property and equipment — 12,592 18 — 12,610 Net cash used in investing activities — (4,663 ) (3,203 ) — (7,866 ) Cash Flows from Financing Activities Long-term debt payments (204,000 ) (1,094 ) — — (205,094 ) Proceeds from long-term debt 210,000 — — — 210,000 Payment of debt issuance costs (3,858 ) (41 ) — — (3,899 ) Payment of note redemption fees (3,702 ) — — — (3,702 ) Purchase of treasury stock at market prices (714 ) — — — (714 ) Intercompany financing 10,577 (9,494 ) (1,083 ) — — Tax benefit from equity compensation 72 — — — 72 Net proceeds from issuance of common stock 648 — — — 648 Net cash provided by (used in) financing activities 9,023 (10,629 ) (1,083 ) — (2,689 ) Effect of exchange rate changes on cash — — (729 ) — (729 ) Net increase (decrease) in cash and cash equivalents — 49,693 (682 ) — 49,011 Cash and cash equivalents at beginning of year — 26,163 21,865 — 48,028 Cash and cash equivalents at end of year $ — $ 75,856 $ 21,183 $ — $ 97,039 |