Supplemental Financial Information | 3 Months Ended |
Mar. 31, 2014 |
Supplemental Financial Information [Abstract] | ' |
Supplemental Financial Information | ' |
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15. SUPPLEMENTAL FINANCIAL INFORMATION |
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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. |
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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. |
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GIBRALTAR INDUSTRIES, INC. CONSOLIDATING STATEMENTS OF OPERATIONS |
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THREE MONTHS ENDED MARCH 31, 2014 (in thousands) |
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| | Gibraltar | | | Guarantor | | | Non-Guarantor | | | | | | | |
| | Industries, Inc. | | | Subsidiaries | | | Subsidiaries | | | Eliminations | | | Total | |
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Net sales | $ | – | | $ | 172,781 | | $ | 22,919 | | $ | (4,668 | ) | $ | 191,032 | |
Cost of sales | | – | | | 145,161 | | | 20,494 | | | (4,487 | ) | | 161,168 | |
Gross profit | | – | | | 27,620 | | | 2,425 | | | (181 | ) | | 29,864 | |
Selling, general, and administrative expense | | 36 | | | 27,763 | | | 1,732 | | | – | | | 29,531 | |
(Loss) income from operations | | (36 | ) | | (143 | ) | | 693 | | | (181 | ) | | 333 | |
Interest expense (income) | | 3,361 | | | 314 | | | (35 | ) | | – | | | 3,640 | |
Other expense | | – | | | 30 | | | – | | | – | | | 30 | |
(Loss) income before taxes | | (3,397 | ) | | (487 | ) | | 728 | | | (181 | ) | | (3,337 | ) |
(Benefit of) provision for income taxes | | (1,177 | ) | | (234 | ) | | 160 | | | – | | | (1,251 | ) |
(Loss) income from continuing operations | | (2,220 | ) | | (253 | ) | | 568 | | | (181 | ) | | (2,086 | ) |
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Discontinued operations: | | | | | | | | | | | | | | | |
Loss from discontinued operations before taxes | | – | | | – | | | – | | | – | | | – | |
Benefit of income taxes | | – | | | – | | | – | | | – | | | – | |
Loss from discontinued operations | | – | | | – | | | – | | | – | | | – | |
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Equity in earnings from subsidiaries | | 315 | | | 568 | | | – | | | (883 | ) | | – | |
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Net (loss) income | $ | (1,905 | ) | $ | 315 | | $ | 568 | | $ | (1,064 | ) | $ | (2,086 | ) |
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GIBRALTAR INDUSTRIES, INC. CONSOLIDATING STATEMENTS OF OPERATIONS |
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THREE MONTHS ENDED MARCH 31, 2013 (in thousands) |
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| | Gibraltar | | | Guarantor | | | Non-Guarantor | | | | | | | |
| | Industries, Inc. | | | Subsidiaries | | | Subsidiaries | | | Eliminations | | | Total | |
Net sales | | $ – | | $ | 178,049 | | $ | 23,217 | | $ | (4,465 | ) | $ | 196,801 | |
Cost of sales | | – | | | 144,395 | | | 20,484 | | | (4,255 | ) | | 160,624 | |
Gross profit | | – | | | 33,654 | | | 2,733 | | | (210 | ) | | 36,177 | |
Selling, general, and administrative expense | | 158 | | | 28,881 | | | 1,942 | | | – | | | 30,981 | |
(Loss) income from operations | | (158 | ) | | 4,773 | | | 791 | | | (210 | ) | | 5,196 | |
Interest expense (income) | | 10,883 | | | 308 | | | (31 | ) | | – | | | 11,160 | |
Other income | | – | | | (66 | ) | | – | | | – | | | (66 | ) |
(Loss) income before taxes | | (11,041 | ) | | 4,531 | | | 822 | | | (210 | ) | | (5,898 | ) |
(Benefit of) provision for income taxes | | (4,197 | ) | | 1,758 | | | 184 | | | – | | | (2,255 | ) |
(Loss) income from continuing operations | | (6,844 | ) | | 2,773 | | | 638 | | | (210 | ) | | (3,643 | ) |
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Discontinued operations: | | | | | | | | | | | | | | | |
Loss from discontinued operations before taxes | | – | | | (7 | ) | | – | | | – | | | (7 | ) |
Benefit of income taxes | | – | | | (3 | ) | | – | | | – | | | (3 | ) |
Loss from discontinued operations | | – | | | (4 | ) | | – | | | – | | | (4 | ) |
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Equity in earnings from subsidiaries | | 3,407 | | | 638 | | | – | | | (4,045 | ) | | – | |
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Net (loss) income | $ | (3,437 | ) | $ | 3,407 | | $ | 638 | | $ | (4,255 | ) | $ | (3,647 | ) |
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GIBRALTAR INDUSTRIES, INC. |
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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME THREE MONTHS ENDED MARCH 31, 2014 (in thousands) |
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| | Gibraltar | | | Guarantor | | Non-Guarantor | | | | | | | | |
| | Industries, Inc. | | | Subsidiaries | | Subsidiaries | | | Eliminations | | | Total | | |
Net (loss) income | $ | (1,905 | ) | $ | 315 | $ | 568 | | $ | (1,064 | ) | $ | (2,086 | ) | |
Other comprehensive (loss) income: | | | | | | | | | | | | | | | |
Foreign currency translation adjustment | | – | | | – | | (904 | ) | | – | | | (904 | ) | |
Adjustment to retirement benefit liability, net of tax | | – | | | 2 | | – | | | – | | | 2 | | |
Adjustment to post-retirement health care liability, net of tax | | – | | | 19 | | – | | | – | | | 19 | | |
Other comprehensive income (loss) | | – | | | 21 | | (904 | ) | | – | | | (883 | ) | |
Total comprehensive (loss) income | $ | (1,905 | ) | $ | 336 | $ | (336 | ) | $ | (1,064 | ) | $ | (2,969 | ) | |
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GIBRALTAR INDUSTRIES, INC. |
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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME THREE MONTHS ENDED MARCH 31, 2013 (in thousands) |
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| | Gibraltar | | | Guarantor | | Non-Guarantor | | | | | | | | |
| | Industries, Inc. | | | Subsidiaries | | Subsidiaries | | | Eliminations | | | Total | | |
Net (loss) income | $ | (3,437 | ) | $ | 3,407 | $ | 638 | | $ | (4,255 | ) | $ | (3,647 | ) | |
Other comprehensive (loss) income: | | | | | | | | | | | | | | | |
Foreign currency translation adjustment | | – | | | – | | (3,097 | ) | | – | | | (3,097 | ) | |
Adjustment to retirement benefit liability, net of tax | | – | | | 2 | | – | | | – | | | 2 | | |
Adjustment to post-retirement health care liability, net of tax | | – | | | 38 | | – | | | – | | | 38 | | |
Other comprehensive income (loss) | | – | | | 40 | | (3,097 | ) | | – | | | (3,057 | ) | |
Total comprehensive (loss) income | $ | (3,437 | ) | $ | 3,447 | $ | (2,459 | ) | $ | (4,255 | ) | $ | (6,704 | ) | |
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GIBRALTAR INDUSTRIES, INC. CONSOLIDATING BALANCE SHEETS |
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MARCH 31, 2014 (in thousands) |
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| | Gibraltar | | Guarantor | | | Non-Guarantor | | | | | | | | |
| | Industries, Inc. | | Subsidiaries | | | Subsidiaries | | | Eliminations | | | Total | | |
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Assets | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | |
Cash and cash equivalents | $ | – | $ | 57,601 | | $ | 20,585 | | $ | – | | $ | 78,186 | | |
Accounts receivable, net | | – | | 94,937 | | | 11,702 | | | – | | | 106,639 | | |
Intercompany balances | | 25,306 | | (2,582 | ) | | (22,724 | ) | | – | | | – | | |
Inventories | | – | | 117,693 | | | 9,507 | | | – | | | 127,200 | | |
Other current assets | | 1,245 | | 14,497 | | | 1,061 | | | – | | | 16,803 | | |
Total current assets | | 26,551 | | 282,146 | | | 20,131 | | | – | | | 328,828 | | |
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Property, plant, and equipment, net | | – | | 117,395 | | | 13,081 | | | – | | | 130,476 | | |
Goodwill | | – | | 334,123 | | | 6,819 | | | – | | | 340,942 | | |
Acquired intangibles | | – | | 84,667 | | | 5,627 | | | – | | | 90,294 | | |
Other assets | | 3,294 | | 3,201 | | | – | | | – | | | 6,495 | | |
Investment in subsidiaries | | 651,528 | | 32,499 | | | – | | | (684,027 | ) | | – | | |
| $ | 681,373 | $ | 854,031 | | $ | 45,658 | | $ | (684,027 | ) | $ | 897,035 | | |
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Liabilities and Shareholders' Equity | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | |
Accounts payable | $ | – | $ | 75,171 | | $ | 7,642 | | $ | – | | $ | 82,813 | | |
Accrued expenses | | 1,885 | | 38,225 | | | 2,629 | | | – | | | 42,739 | | |
Current maturities of long-term debt | | – | | 405 | | | – | | | – | | | 405 | | |
Total current liabilities | | 1,885 | | 113,801 | | | 10,271 | | | – | | | 125,957 | | |
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Long-term debt | | 210,000 | | 3,600 | | | – | | | – | | | 213,600 | | |
Deferred income taxes | | – | | 52,759 | | | 2,354 | | | – | | | 55,113 | | |
Other non-current liabilities | | – | | 32,343 | | | 534 | | | – | | | 32,877 | | |
Shareholders' equity | | 469,488 | | 651,528 | | | 32,499 | | | (684,027 | ) | | 469,488 | | |
| $ | 681,373 | $ | 854,031 | | $ | 45,658 | | $ | (684,027 | ) | $ | 897,035 | | |
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GIBRALTAR INDUSTRIES, INC. CONSOLIDATING BALANCE SHEETS |
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DECEMBER 31, 2013 (in thousands) |
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| | Gibraltar | | Guarantor | | | Non-Guarantor | | | | | | | | |
| | Industries, Inc. | | Subsidiaries | | | Subsidiaries | | | Eliminations | | | Total | | |
Assets | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | |
Cash and cash equivalents | $ | – | $ | 75,856 | | $ | 21,183 | | $ | – | | $ | 97,039 | | |
Accounts receivable, net | | – | | 79,356 | | | 10,726 | | | – | | | 90,082 | | |
Intercompany balances | | 23,618 | | (1,655 | ) | | (21,963 | ) | | – | | | – | | |
Inventories | | – | | 111,676 | | | 9,476 | | | – | | | 121,152 | | |
Other current assets | | 7,578 | | 5,722 | | | 827 | | | – | | | 14,127 | | |
Total current assets | | 31,196 | | 270,955 | | | 20,249 | | | – | | | 322,400 | | |
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Property, plant, and equipment, net | | – | | 119,587 | | | 12,165 | | | – | | | 131,752 | | |
Goodwill | | – | | 334,123 | | | 7,051 | | | – | | | 341,174 | | |
Acquired intangibles | | – | | 86,014 | | | 5,763 | | | – | | | 91,777 | | |
Other assets | | 3,415 | | 3,643 | | | 1 | | | – | | | 7,059 | | |
Investment in subsidiaries | | 652,689 | | 33,259 | | | – | | | (685,948 | ) | | – | | |
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| $ | 687,300 | $ | 847,581 | | $ | 45,229 | | $ | (685,948 | ) | $ | 894,162 | | |
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Liabilities and Shareholders' Equity | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | |
Accounts payable | $ | – | $ | 62,464 | | $ | 7,161 | | $ | – | | $ | 69,625 | | |
Accrued expenses | | 5,551 | | 42,418 | | | 1,910 | | | – | | | 49,879 | | |
Current maturities of long-term debt | | – | | 409 | | | – | | | – | | | 409 | | |
Total current liabilities | | 5,551 | | 105,291 | | | 9,071 | | | – | | | 119,913 | | |
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Long-term debt | | 210,000 | | 3,598 | | | – | | | – | | | 213,598 | | |
Deferred income taxes | | – | | 52,746 | | | 2,378 | | | – | | | 55,124 | | |
Other non-current liabilities | | – | | 33,257 | | | 521 | | | – | | | 33,778 | | |
Shareholders' equity | | 471,749 | | 652,689 | | | 33,259 | | | (685,948 | ) | | 471,749 | | |
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| $ | 687,300 | $ | 847,581 | | $ | 45,229 | | $ | (685,948 | ) | $ | 894,162 | | |
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GIBRALTAR INDUSTRIES, INC. |
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CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS THREE MONTHS ENDED MARCH 31, 2014 (in thousands) |
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| | Gibraltar | | | | | | Non - | | | | | | | |
| | Industries, | | | Guarantor | | | Guarantor | | | | | | | |
| | Inc. | | | Subsidiaries | | | Subsidiaries | | Eliminations | | Total | | | |
Cash Flows from Operating Activities | | | | | | | | | | | | | | | |
Net cash (used in) provided by operating activities of continuing operations | $ | (6,639 | ) | $ | (8,985 | ) | $ | 998 | | $ – | $ | (14,626 | ) | | |
Net cash used in operating activities of discontinued operations | | – | | | – | | | – | | – | | – | | | |
Net cash (used in) provided by operating activities | | (6,639 | ) | | (8,985 | ) | | 998 | | – | | (14,626 | ) | | |
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Cash Flows from Investing Activities | | | | | | | | | | | | | | | |
Purchases of property, plant, and equipment | | – | | | (2,474 | ) | | (1,582 | ) | – | | (4,056 | ) | | |
Net proceeds from sale of property and equipment | | – | | | 135 | | | 2 | | – | | 137 | | | |
Net cash used in investing activities | | – | | | (2,339 | ) | | (1,580 | ) | – | | (3,919 | ) | | |
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Cash Flows from Financing Activities | | | | | | | | | | | | | | | |
Long-term debt payments | | – | | | (2 | ) | | – | | – | | (2 | ) | | |
Purchase of treasury stock at market prices | | (408 | ) | | – | | | – | | – | | (408 | ) | | |
Net proceeds from issuance of common stock | | 365 | | | – | | | – | | – | | 365 | | | |
Intercompany financing | | 6,591 | | | (6,929 | ) | | 338 | | – | | – | | | |
Excess tax benefit from stock compensation | | 91 | | | – | | | – | | – | | 91 | | | |
Net cash provided by (used in) financing activities | | 6,639 | | | (6,931 | ) | | 338 | | – | | 46 | | | |
Effect of exchange rate changes on cash | | – | | | – | | | (354 | ) | – | | (354 | ) | | |
Net decrease in cash and cash equivalents | | – | | | (18,255 | ) | | (598 | ) | – | | (18,853 | ) | | |
Cash and cash equivalents at beginning of year | | – | | | 75,856 | | | 21,183 | | – | | 97,039 | | | |
Cash and cash equivalents at end of period | | $ – | | $ | 57,601 | | $ | 20,585 | | $ – | $ | 78,186 | | | |
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GIBRALTAR INDUSTRIES, INC. |
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CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS THREE MONTHS ENDED MARCH 31, 2013 (in thousands) |
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| | Gibraltar | | | Guarantor | | | Guarantor | | | | | | | |
| | Industries, Inc. | | | Subsidiaries | | | Subsidiaries | | Eliminations | | Total | | | |
Cash Flows from Operating Activities | | | | | | | | | | | | | | | |
Net cash (used in) provided by operating activities of continuing operations | $ | (2,878 | ) | $ | (10,125 | ) | $ | 316 | | $ – | $ | (12,687 | ) | | |
Net cash used in operating activities of discontinued operations | | – | | | (7 | ) | | – | | – | | (7 | ) | | |
Net cash (used in) provided by operating activities | | (2,878 | ) | | (10,132 | ) | | 316 | | – | | (12,694 | ) | | |
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Cash Flows from Investing Activities | | | | | | | | | | | | | | | |
Purchases of property, plant, and equipment | | – | | | (1,641 | ) | | (338 | ) | – | | (1,979 | ) | | |
Net proceeds from sale of property and equipment | | – | | | 127 | | | – | | – | | 127 | | | |
Net cash used in investing activities | | – | | | (1,514 | ) | | (338 | ) | – | | (1,852 | ) | | |
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Cash Flows from Financing Activities | | | | | | | | | | | | | | | |
Long-term debt payments | | (204,000 | ) | | (678 | ) | | – | | – | | (204,678 | ) | | |
Proceeds from long-term debt | | 210,000 | | | – | | | – | | – | | 210,000 | | | |
Payment of note redemption fees | | (3,702 | ) | | – | | | – | | – | | (3,702 | ) | | |
Purchase of treasury stock at market prices | | (636 | ) | | – | | | – | | – | | (636 | ) | | |
Payment of deferred financing costs | | (3,705 | ) | | (6 | ) | | – | | – | | (3,711 | ) | | |
Net proceeds from issuance of common stock | | 327 | | | – | | | – | | – | | 327 | | | |
Intercompany financing | | 4,511 | | | (4,458 | ) | | (53 | ) | – | | – | | | |
Excess tax benefit from stock compensation | | 83 | | | – | | | – | | – | | 83 | | | |
Net cash provided by (used in) financing activities | | 2,878 | | | (5,142 | ) | | (53 | ) | – | | (2,317 | ) | | |
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Effect of exchange rate changes on cash | | – | | | – | | | (877 | ) | – | | (877 | ) | | |
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Net decrease in cash and cash equivalents | | – | | | (16,788 | ) | | (952 | ) | – | | (17,740 | ) | | |
Cash and cash equivalents at beginning of year | | – | | | 26,163 | | | 21,865 | | – | | 48,028 | | | |
Cash and cash equivalents at end of period | $ | – | | $ | 9,375 | | $ | 20,913 | | $ – | $ | 30,288 | | | |
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