Note 11 – Guarantor and Non-guarantor Financial Statements

Our senior secured notes are, jointly and severally, fully and unconditionally guaranteed, on a senior basis, by all of our existing and future 100% owned domestic subsidiaries (collectively, the "Guarantor Subsidiaries"). The following condensed financial information illustrates the composition of the Guarantor Subsidiaries. The divested Brillion subsidiary was released from the Guarantor Subsidiaries upon its divestiture on September 2, 2016. In order to portray the operational history of the guarantor, Brillion remains in the Guarantor Subsidiaries columns through the date of such disposal, with no retrospective application of loss of guarantor status.

CONDENSED CONSOLIDATING BALANCE SHEETS

	September 30, 2016
(In thousands)	Parent		Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations			Total
ASSETS
Cash and cash equivalents	$	19,468	$	—	$	7,486	$	—		$	26,954
Customer and other receivables, net		36,634		6,041		13,705		3			56,383
Intercompany receivables		84,756		214,180		86,964		(385,900	)		—
Inventories		13,681		13,077		8,458		(3	)		35,213
Other current assets		6,242		865		1,073		—			8,180
Total current assets		160,781		234,163		117,686		(385,900	)		126,730
Property, plant and equipment, net		74,008		58,491		52,315		—			184,814
Goodwill		96,283		—		—		—			96,283
Other intangible assets, net		103,293		—		—		—			103,293
Investments in and advances to subsidiaries and affiliates		198,960		—		—		(198,960	)		—
Deferred income taxes		—		5,805		1,442		(6,469	)		778
Other non-current assets		2,549		345		18,426		—			21,320
TOTAL	$	635,874	$	298,804	$	189,869	$	(591,329	)	$	533,218
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$	12,813	$	19,446	$	18,830	$	—		$	51,089
Intercompany payables		217,970		139,680		28,250		(385,900	)		—
Accrued payroll and compensation		1,348		1,885		2,857		—			6,090
Accrued interest payable		5,043		—		—		—			5,043
Accrued and other liabilities		4,600		6,970		14,104		—			25,674
Total current liabilities		241,774		167,981		64,041		(385,900	)		87,896
Long term debt		305,736		—		1,699		—			307,435
Deferred and non-current income taxes		26,516		—		—		(6,469	)		20,047
Other non-current liabilities		24,970		37,007		18,985		—			80,962
Stockholders' equity		36,878		93,816		105,144		(198,960	)		36,878
TOTAL	$	635,874	$	298,804	$	189,869	$	(591,329	)	$	533,218

	December 31, 2015
(In thousands)	Parent		Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Total
ASSETS
Cash and cash equivalents	$	12,127	$	—		$	17,632		$	—		$	29,759
Customer and other receivables, net		34,900		8,443			16,366			366			60,075
Intercompany receivables		123,479		67,504			58,430			(249,413	)		—
Inventories		20,352		13,138			8,637			(366	)		41,761
Other current assets		3,689		1,905			1,753			—			7,347
Current assets of discontinued operations		—		12,988			—			—			12,988
Total current assets		194,547		103,978			102,818			(249,413	)		151,930
Property, plant and equipment, net		78,527		65,585			50,709			—			194,821
Goodwill		96,283		—			—			—			96,283
Other intangible assets, net		109,461		—			—			—			109,461
Investments in and advances to subsidiaries and affiliates		221,676		—			—			(221,676	)		—
Other non-current assets		2,806		345			15,702			—			18,853
Non-current assets of discontinued operations		—		32,271			—			—			32,271
TOTAL	$	703,300	$	202,179		$	169,229		$	(471,089	)	$	603,619
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$	18,239	$	27,978		$	17,653		$	—		$	63,870
Intercompany payables		239,042		—			10,371			(249,413	)		—
Accrued payroll and compensation		1,485		2,394			2,299			—			6,178
Accrued interest payable		12,521		—			—			—			12,521
Accrued and other liabilities		4,549		6,706			15,022			—			26,277
Current liabilities of discontinued operations		—		13,052			—			—			13,052
Total current liabilities		275,836		50,130			45,345			(249,413	)		121,898
Long term debt		304,188		—			66			—			304,254
Deferred and non-current income taxes		17,969		(4,754	)		(82	)		—			13,133
Other non-current liabilities		34,453		39,642			18,452			—			92,547
Non-current liabilities of discontinued operations		—		933			—			—			933
Stockholders' equity		70,854		116,228			105,448			(221,676	)		70,854
TOTAL	$	703,300	$	202,179		$	169,229		$	(471,089	)	$	603,619

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

	Three Months Ended September 30, 2016
(In thousands)	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Total
Net sales	$	99,483		$	35,620		$	35,310		$	(45,211	)	$	125,202
Cost of goods sold		87,857			34,959			35,651			(45,208	)		113,259
Gross profit (loss)		11,626			661			(341	)		(3	)		11,943
Operating expenses		10,026			(259	)		693			—			10,460
Income (loss) from operations		1,600			920			(1,034	)		(3	)		1,483
Other income (expense):
Interest income (expense), net		(8,859	)		(33	)		450			—			(8,442	)
Equity in earnings of subsidiaries		(21,263	)		—			—			21,263			—
Other expense, net		(44	)		—			35			—			(9	)
Income (loss) before income taxes from continuing operations		(28,566	)		887			(549	)		21,260			(6,968	)
Income tax provision (benefit)		46			—			364			—			410
Income (loss) from continuing operations		(28,612	)		887			(913	)		21,260			(7,378	)
Discontinued operations, net of tax		—			(21,810	)		(51	)		—			(21,861	)
Net income (loss)		(28,612	)		(20,923	)		(964	)		21,260			(29,239	)
Loss attributable to noncontrolling interest		—			—			(627	)		—			(627	)
Net income (loss) attributable to stockholders	$	(28,612	)	$	(20,923	)	$	(337	)	$	21,260		$	(28,612	)

Comprehensive income (loss)	$	(30,740	)	$	(23,870	)	$	525		$	23,345		$	(30,740	)

	Three Months Ended September 30, 2015
(In thousands)	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Total
Net sales	$	123,912		$	48,490		$	30,576		$	(57,322	)	$	145,656
Cost of goods sold		117,925			37,068			26,014			(56,974	)		124,033
Gross profit		5,987			11,422			4,562			(348	)		21,623
Operating expenses		10,363			109			33			—			10,505
Income (loss) from operations		(4,376	)		11,313			4,529			(348	)		11,118
Other income (expense):
Interest income (expense), net		(8,749	)		(47	)		547			—			(8,249	)
Equity in earnings of subsidiaries		10,038			—			—			(10,038	)		—
Other income (expense), net		(384	)		—			(758	)		—			(1,142	)
Income (loss) before income taxes from continuing operations		(3,471	)		11,266			4,318			(10,386	)		1,727
Income tax provision (benefit)		(5,291	)		925			695			—			(3,671	)
Income (loss) from continuing operations		1,820			10,341			3,623			(10,386	)		5,398
Discontinued operations, net of tax		—			(3,620	)		42			—			(3,578	)
Net income (loss)		1,820			6,721			3,665			(10,386	)		1,820
Loss attributable to noncontrolling interest		—			—			—			—			—
Net income (loss) attributable to stockholders	$	1,820		$	6,721		$	3,665		$	(10,386	)	$	1,820

Comprehensive income (loss)	$	(1,439	)	$	2,866		$	4,735		$	(7,601	)	$	(1,439	)

	Nine Months Ended September 30, 2016
(In thousands)	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Total
Net sales	$	327,125		$	121,670		$	105,743		$	(137,308	)	$	417,230
Cost of goods sold		279,893			113,371			105,153			(137,298	)		361,119
Gross profit (loss)		47,232			8,299			590			(10	)		56,111
Operating expenses		33,542			(833	)		1,856			—			34,565
Income (loss) from operations		13,690			9,132			(1,266	)		(10	)		21,546
Other income (expense):
Interest income (expense), net		(26,621	)		(41	)		1,414			—			(25,248	)
Equity in earnings of subsidiaries		(17,780	)		—			—			17,780			—
Other expense, net		428			—			154			—			582
Income (loss) before income taxes from continuing operations		(30,283	)		9,091			302			17,770			(3,120	)
Income tax provision (benefit)		611			(490	)		1,045			—			1,166
Income (loss) from continuing operations		(30,894	)		9,581			(743	)		17,770			(4,286	)
Discontinued operations, net of tax		—			(27,943	)		(99	)		—			(28,042	)
Net income (loss)		(30,894	)		(18,362	)		(842	)		17,770			(32,328	)
Loss attributable to noncontrolling interest		—			—			(1,434	)		—			(1,434	)
Net income (loss) attributable to stockholders	$	(30,894	)	$	(18,362	)	$	592		$	17,770		$	(30,894	)

Comprehensive income (loss)	$	(34,076	)	$	(21,922	)	$	1,119		$	20,803		$	(34,076	)

	Nine Months Ended September 30, 2015
(In thousands)	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Total
Net sales	$	379,041		$	155,053		$	94,462		$	(175,462	)	$	453,094
Cost of goods sold		348,803			126,830			84,778			(174,405	)		386,006
Gross profit		30,238			28,223			9,684			(1,057	)		67,088
Operating expenses		33,100			27			117			—			33,244
Income (loss) from operations		(2,862	)		28,196			9,567			(1,057	)		33,844
Other income (expense):
Interest income (expense), net		(26,191	)		(152	)		1,390			—			(24,953	)
Equity in earnings of subsidiaries		31,950			—			—			(31,950	)		—
Other income (expense), net		(663	)		—			(1,735	)		—			(2,398	)
Income (loss) before income taxes from continuing operations		2,234			28,044			9,222			(33,007	)		6,493
Income tax provision (benefit)		(5,337	)		578			1,096			—			(3,663	)
Income (loss) from continuing operations		7,571			27,466			8,126			(33,007	)		10,156
Discontinued operations, net of tax		—			(2,834	)		249			—			(2,585	)
Net income (loss)		7,571			24,632			8,375			(33,007	)		7,571
Loss attributable to noncontrolling interest		—			—			—			—			—
Net income (loss) attributable to stockholders	$	7,571		$	24,632		$	8,375		$	(33,007	)	$	7,571

Comprehensive income (loss)	$	23,152		$	37,765		$	10,763		$	(48,528	)	$	23,152

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

	Nine Months Ended September 30, 2016
(In thousands)	Parent Company			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Total
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(30,894	)	$	(18,362	)	$	(842	)	$	17,770		$	(32,328	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation		9,476			13,685			3,453			—			26,614
Amortization – deferred financing costs		1,859			—			—			—			1,859
Amortization – other intangible assets		6,168			111			—			—			6,279
Loss on disposal of discontinued operation		19,280			—			—			—			19,280
Loss (gain) on disposal of assets		313			(171	)		256			—			398
Deferred income taxes		505			(490	)		—			—			15
Non-cash share-based compensation		1,750			—			—			—			1,750
Equity in earnings of subsidiaries and affiliates		17,780			—			—			(17,780	)		—
Change in other operating items		(45,032	)		36,900			(10,294	)		10			(18,416	)
Net cash provided by (used in) operating activities		(18,795	)		31,673			(7,427	)		—			5,451

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant, and equipment		(7,350	)		(7,896	)		(4,701	)		—			(19,947	)
Proceeds from notes receivable		(3,586	)		(22,508	)		—			26,094			—
Payments on notes receivable		24,468			13,483			—			(37,951	)		—
Proceeds from disposal of discontinued operation		—			11,682			—			—			11,682
Net cash provided by (used in) investing activities		13,532			(5,239	)		(4,701	)		(11,857	)		(8,265	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable		46,924			7			3,579			(27,691	)		22,819
Payments on notes payable		(34,320	)		(24,468	)		(1,597	)		39,548			(20,837	)
Principal payments on capital leases		—			(1,973	)		—			—			(1,973	)
Net cash provided by (used in) financing activities		12,604			(26,434	)		1,982			11,857			9
Net increase (decrease) in cash and cash equivalents		7,341			—			(10,146	)		—			(2,805	)
Cash and cash equivalents, beginning of period		12,127			—			17,632			—			29,759
Cash and cash equivalents, end of period	$	19,468		$	—		$	7,486		$	—		$	26,954

	Nine Months Ended September 30, 2015
(In thousands)	Parent Company			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Total
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	7,571		$	24,632		$	8,375		$	(33,007	)	$	7,571
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation		8,302			14,142			2,882			—			25,326
Amortization – deferred financing costs		1,859			—			—			—			1,859
Amortization – other intangible assets		6,048			126			—			—			6,174
Loss (gain) on disposal of assets		256			39			(55	)		—			240
Deferred income taxes		(5,299	)		435			—			—			(4,864	)
Non-cash share-based compensation		2,147			—			—			—			2,147
Equity in earnings of subsidiaries and affiliates		(31,950	)		—			—			31,950			—
Change in other operating items		44,418			(52,797	)		(36	)		1,057			(7,358	)
Net cash provided by (used in) operating activities		33,352			(13,423	)		11,166			—			31,095

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant, and equipment		(7,499	)		(7,449	)		(931	)		—			(15,879	)
Proceeds from notes receivable		3,518			(28,217	)		(33,901	)		58,600			—
Payment on notes receivable		(26,268	)		75,191			32,680			(81,603	)		—
Other		—			(1,903	)		—			—			(1,903	)
Net cash provided by (used in) investing activities		(30,249	)		37,622			(2,152	)		(23,003	)		(17,782	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable		15,312			64,288			—			(58,600	)		21,000
Payments on notes payable		(18,053	)		(86,550	)		—			81,603			(23,000	)
Principal payments on capital leases		—			(1,937	)		—			—			(1,937	)
Other		3,140			—			(3,164	)		—			(24	)
Net cash provided by (used in) financings activities		399			(24,199	)		(3,164	)		23,003			(3,961	)
Net increase (decrease) in cash and cash equivalents		3,502			—			5,850			—			9,352
Cash and cash equivalents, beginning of period		22,710			—			7,063			—			29,773
Cash and cash equivalents, end of period	$	26,212		$	—		$	12,913		$	—		$	39,125