15. 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 wholly 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

THREE MONTHS ENDED MARCH 31, 2013 (in thousands)


		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	)

Discontinued operations:
Loss from discontinued operations before taxes		–			(7	)		–			–			(7	)
Benefit of income taxes		–			(3	)		–			–			(3	)
Loss from discontinued operations		–			(4	)		–			–			(4	)

Equity in earnings from subsidiaries		3,407			638			–			(4,045	)		–

Net (loss) income	$	(3,437	)	$	3,407		$	638		$	(4,255	)	$	(3,647	)

GIBRALTAR INDUSTRIES, INC. CONSOLIDATING STATEMENTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2012 (in thousands)


		Gibraltar			Guarantor			Non-Guarantor
		Industries, Inc.			Subsidiaries			Subsidiaries			Eliminations			Total
Net sales	$	–		$	169,900		$	27,614		$	(5,343	)	$	192,171
Cost of sales		–			137,798			23,877			(4,985	)		156,690
Gross profit		–			32,102			3,737			(358	)		35,481
Selling, general, and administrative expense		(30	)		26,220			2,268			–			28,458
Income from operations		30			5,882			1,469			(358	)		7,023
Interest expense (income)		4,235			472			(33	)		–			4,674
Other income		–			(30	)		(1	)		–			(31	)
(Loss) income before taxes		(4,205	)		5,440			1,503			(358	)		2,380
(Benefit of) provision for income taxes		(1,575	)		2,098			408			–			931
(Loss) income from continuing operations		(2,630	)		3,342			1,095			(358	)		1,449
Discontinued operations:
Loss from discontinued operations before taxes		–			(137	)		–			–			(137	)
Benefit of income taxes		–			(50	)		–			–			(50	)
Loss from discontinued operations		–			(87	)		–			–			(87	)
Equity in earnings from subsidiaries		4,350			1,095			–			(5,445	)		–

Net income	$	1,720		$	4,350		$	1,095		$	(5,803	)	$	1,362

GIBRALTAR INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME THREE MONTHS ENDED MARCH 31, 2013 (in thousands)


		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	)

GIBRALTAR INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME THREE MONTHS ENDED MARCH 31, 2012 (in thousands)


		Gibraltar		Guarantor		Non-Guarantor
		Industries, Inc.		Subsidiaries		Subsidiaries		Eliminations			Total
Net income	$	1,720	$	4,350	$	1,095	$	(5,803	)	$	1,362
Other comprehensive income:
Foreign currency translation adjustment		–		–		1,935		–			1,935
Adjustment to retirement benefit liability, net of tax		–		2		–		–			2
Adjustment to post-retirement health care liability, net of tax		–		16		–		–			16
Other comprehensive income		–		18		1,935		–			1,953
Total comprehensive income	$	1,720	$	4,368	$	3,030	$	(5,803	)	$	3,315

GIBRALTAR INDUSTRIES, INC. CONSOLIDATING BALANCE SHEETS

MARCH 31, 2013 (in thousands)


		Gibraltar		Guarantor			Non-Guarantor
		Industries, Inc.		Subsidiaries			Subsidiaries			Eliminations			Total

Assets
Current assets:
Cash and cash equivalents	$	–	$	9,375		$	20,913		$	–		$	30,288
Accounts receivable, net		–		98,306			13,226			–			111,532
Intercompany balances		23,964		(3,816	)		(20,148	)		–			–
Inventories		–		116,494			8,945			–			125,439
Other current assets		4,260		8,296			1,069			–			13,625
Total current assets		28,224		228,655			24,005			–			280,884

Property, plant, and equipment, net		–		137,047			10,581			–			147,628
Goodwill		–		331,634			27,300			–			358,934
Acquired intangibles		–		88,895			7,814			–			96,709
Other assets		3,630		3,739			7			–			7,376
Investment in subsidiaries		650,917		55,104			–			(706,021	)		–
	$	682,771	$	845,074		$	69,707		$	(706,021	)	$	891,531

Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	–	$	73,526		$	8,408		$	–		$	81,934
Accrued expenses		1,906		32,301			2,354			–			36,561
Current maturities of long-term debt		–		417			–			–			417
Total current liabilities		1,906		106,244			10,762			–			118,912

Long-term debt		210,000		4,006			–			–			214,006
Deferred income taxes		–		53,665			3,295			–			56,960
Other non-current liabilities		–		30,242			546			–			30,788
Shareholders' equity		470,865		650,917			55,104			(706,021	)		470,865
	$	682,771	$	845,074		$	69,707		$	(706,021	)	$	891,531

GIBRALTAR INDUSTRIES, INC. CONSOLIDATING BALANCE SHEETS

DECEMBER 31, 2012 (in thousands)


		Gibraltar			Guarantor		Non-Guarantor
		Industries, Inc.			Subsidiaries		Subsidiaries			Eliminations			Total
Assets
Current assets:
Cash and cash equivalents	$	–		$	26,163	$	21,865		$	–		$	48,028
Accounts receivable, net		–			78,565		10,908			–			89,473
Intercompany balances		(16,349	)		37,397		(21,048	)		–			–
Inventories		–			107,137		9,220			–			116,357
Other current assets		6,524			5,815		1,041			–			13,380
Total current assets		(9,825	)		255,077		21,986			–			267,238

Property, plant, and equipment, net		–			140,394		11,219			–			151,613
Goodwill		–			331,404		28,459			–			359,863
Acquired intangibles		–			90,311		8,448			–			98,759
Other assets		2,259			3,941		1			–			6,201
Investment in subsidiaries		688,450			56,716		–			(745,166	)		–

	$	680,884		$	877,843	$	70,113		$	(745,166	)	$	883,674

Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	–		$	61,841	$	7,219		$	–		$	69,060
Accrued expenses		1,360			43,843		2,229			–			47,432
Current maturities of long-term debt		–			1,093		–			–			1,093
Total current liabilities		1,360			106,777		9,448			–			117,585

Long-term debt		202,702			4,008		–			–			206,710
Deferred income taxes		–			53,639		3,429			–			57,068
Other non-current liabilities		–			24,969		520			–			25,489
Shareholders' equity		476,822			688,450		56,716			(745,166	)		476,822

	$	680,884		$	877,843	$	70,113		$	(745,166	)	$	883,674

GIBRALTAR INDUSTRIES, INC.

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS THREE MONTHS ENDED MARCH 31, 2013 (in thousands)


		Gibraltar						Non-
		Industries,			Guarantor			Guarantor
		Inc.			Subsidiaries			Subsidiaries		Eliminations		Total
Cash Flows from Operating Activities
Net cash provided by (used in) 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 provided by (used in) operating activities		(2,878	)		(10,132	)		316		–		(12,694	)

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	)

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 bond 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 (used in) provided by financing activities		2,878			(5,142	)		(53	)	–		(2,317	)
Effect of exchange rate changes on cash		–			–			(877	)	–		(877	)
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

GIBRALTAR INDUSTRIES, INC.

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS THREE MONTHS ENDED MARCH 31, 2012 (in thousands)


								Non-
		Gibraltar			Guarantor			Guarantor
		Industries, Inc.			Subsidiaries			Subsidiaries		Eliminations		Total
Cash Flows from Operating Activities
Net cash provided by (used in) operating activities of continuing operations	$	148		$	(13,582	)	$	385		$ –	$	(13,049	)
Net cash used in operating activities of discontinued operations		–			(31	)		–		–		(31	)
Net cash provided by (used in) operating activities		148			(13,613	)		385		–		(13,080	)

Cash Flows from Investing Activities
Cash paid for acquisitions, net of cash acquired		–			–			(2,705	)	–		(2,705	)
Purchases of property, plant, and equipment		–			(2,315	)		(428	)	–		(2,743	)
Net proceeds from sale of property and equipment		–			8			–		–		8
Net cash used in investing activities		–			(2,307	)		(3,133	)	–		(5,440	)

Cash Flows from Financing Activities
Long-term debt payments		–			(2	)		–				(2	)
Purchase of treasury stock at market prices		(888	)		–			–		–		(888	)
Intercompany financing		642			(278	)		(364	)	–		–
Excess tax benefit from stock compensation		98			–			–		–		98
Net cash used in financing activities		(148	)		(280	)		(364	)	–		(792	)

Effect of exchange rate changes on cash		–			–			522		–		522

Net decrease in cash and cash equivalents		–			(16,200	)		(2,590	)	–		(18,790	)
Cash and cash equivalents at beginning of year		–			34,691			19,426		–		54,117
Cash and cash equivalents at end of period		$ –		$	18,491		$	16,836		$ –	$	35,327