| Supplemental Financial Information |
16. 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 8% Notes due December 1, 2015, 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, 2012 (in thousands)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gibraltar |
|
|
Guarantor |
|
|
Non-Guarantor |
|
|
Eliminations |
|
|
Total |
|
|
|
|
Industries, Inc. |
|
|
Subsidiaries |
|
|
Subsidiaries |
|
|
|
|
|
|
|
|
|
|
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. CONSOLIDATING STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2011 (in thousands)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gibraltar |
|
|
Guarantor |
|
|
Non-Guarantor |
|
|
Eliminations |
|
|
Total |
|
|
|
|
Industries, Inc. |
|
|
Subsidiaries |
|
|
Subsidiaries |
|
|
|
|
|
|
|
|
Net sales |
|
$ – |
|
$ |
142,272 |
|
$ |
27,725 |
|
$ |
(6,434 |
) |
$ |
163,563 |
|
|
Cost of sales |
|
– |
|
|
115,219 |
|
|
24,115 |
|
|
(5,816 |
) |
|
133,518 |
|
|
Gross profit |
|
– |
|
|
27,053 |
|
|
3,610 |
|
|
(618 |
) |
|
30,045 |
|
|
Selling, general, and administrative expense |
|
(130 |
) |
|
20,778 |
|
|
2,175 |
|
|
– |
|
|
22,823 |
|
|
Income from operations |
|
130 |
|
|
6,275 |
|
|
1,435 |
|
|
(618 |
) |
|
7,222 |
|
|
Interest expense (income) |
|
4,345 |
|
|
111 |
|
|
(2 |
) |
|
– |
|
|
4,454 |
|
|
Other income |
|
– |
|
|
(16 |
) |
|
(7 |
) |
|
– |
|
|
(23 |
) |
|
(Loss) income before taxes |
|
(4,215 |
) |
|
6,180 |
|
|
1,444 |
|
|
(618 |
) |
|
2,791 |
|
|
(Benefit of) provision for income taxes |
|
(1,644 |
) |
|
2,433 |
|
|
561 |
|
|
– |
|
|
1,350 |
|
|
(Loss) income from continuing operations |
|
(2,571 |
) |
|
3,747 |
|
|
883 |
|
|
(618 |
) |
|
1,441 |
|
|
Discontinued operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from discontinued operations before taxes |
|
– |
|
|
12,727 |
|
|
219 |
|
|
– |
|
|
12,946 |
|
|
Provision for income taxes |
|
– |
|
|
5,877 |
|
|
101 |
|
|
– |
|
|
5,978 |
|
|
Income from discontinued operations |
|
– |
|
|
6,850 |
|
|
118 |
|
|
– |
|
|
6,968 |
|
|
Equity in earnings from subsidiaries |
|
11,598 |
|
|
1,001 |
|
|
– |
|
|
(12,599 |
) |
|
– |
|
|
|
|
Net income |
$ |
9,027 |
|
$ |
11,598 |
|
$ |
1,001 |
|
$ |
(13,217 |
) |
$ |
8,409 |
|
GIBRALTAR
INDUSTRIES, INC. CONSOLIDATING BALANCE SHEETS
MARCH 31, 2012 (in thousands)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gibraltar |
|
Guarantor |
|
|
Non-Guarantor |
|
|
Eliminations |
|
|
Total |
|
|
|
Industries, Inc. |
|
Subsidiaries |
|
|
Subsidiaries |
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
$ |
– |
$ |
18,491 |
|
$ |
16,836 |
|
$ |
– |
|
$ |
35,327 |
|
Accounts receivable, net |
|
– |
|
90,022 |
|
|
15,761 |
|
|
– |
|
|
105,783 |
|
Intercompany balances |
|
24,301 |
|
(2,152 |
) |
|
(22,149 |
) |
|
– |
|
|
– |
|
Inventories |
|
– |
|
109,955 |
|
|
9,701 |
|
|
– |
|
|
119,656 |
|
Other current assets |
|
1,574 |
|
9,052 |
|
|
2,001 |
|
|
– |
|
|
12,627 |
|
Total current assets |
|
25,875 |
|
225,368 |
|
|
22,150 |
|
|
– |
|
|
273,393 |
|
|
|
Property, plant, and equipment, net |
|
– |
|
138,168 |
|
|
12,017 |
|
|
– |
|
|
150,185 |
|
Goodwill |
|
– |
|
320,772 |
|
|
28,364 |
|
|
– |
|
|
349,136 |
|
Acquired intangibles |
|
– |
|
84,843 |
|
|
9,331 |
|
|
– |
|
|
94,174 |
|
Other assets |
|
2,709 |
|
4,580 |
|
|
1 |
|
|
– |
|
|
7,290 |
|
Investment in subsidiaries |
|
642,765 |
|
54,264 |
|
|
– |
|
|
(697,029 |
) |
|
– |
|
|
$ |
671,349 |
$ |
827,995 |
|
$ |
71,863 |
|
$ |
(697,029 |
) |
$ |
874,178 |
|
|
|
Liabilities and Shareholders' Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
$ |
– |
$ |
69,329 |
|
$ |
9,795 |
|
$ |
– |
|
$ |
79,124 |
|
Accrued expenses |
|
5,143 |
|
35,139 |
|
|
3,342 |
|
|
– |
|
|
43,624 |
|
Current maturities of long-term debt |
|
– |
|
416 |
|
|
– |
|
|
– |
|
|
416 |
|
Total current liabilities |
|
5,143 |
|
104,884 |
|
|
13,137 |
|
|
– |
|
|
123,164 |
|
|
|
Long-term debt |
|
202,415 |
|
4,422 |
|
|
– |
|
|
– |
|
|
206,837 |
|
Deferred income taxes |
|
– |
|
52,079 |
|
|
3,835 |
|
|
– |
|
|
55,914 |
|
Other non-current liabilities |
|
– |
|
23,845 |
|
|
627 |
|
|
– |
|
|
24,472 |
|
Shareholders' equity |
|
463,791 |
|
642,765 |
|
|
54,264 |
|
|
(697,029 |
) |
|
463,791 |
|
|
$ |
671,349 |
$ |
827,995 |
|
$ |
71,863 |
|
$ |
(697,029 |
) |
$ |
874,178 |
GIBRALTAR INDUSTRIES, INC. CONSOLIDATING BALANCE SHEETS
DECEMBER 31, 2011 (in thousands)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gibraltar |
|
Guarantor |
|
Non-Guarantor |
|
|
|
|
|
|
|
|
|
Industries, Inc. |
|
Subsidiaries |
|
Subsidiaries |
|
|
Eliminations |
|
|
Total |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
$ |
– |
$ |
34,691 |
$ |
19,426 |
|
$ |
– |
|
$ |
54,117 |
|
Accounts receivable, net |
|
– |
|
77,395 |
|
13,200 |
|
|
– |
|
|
90,595 |
|
Intercompany balances |
|
16,762 |
|
4,811 |
|
(21,573 |
) |
|
– |
|
|
– |
|
Inventories |
|
– |
|
101,637 |
|
7,633 |
|
|
– |
|
|
109,270 |
|
Other current assets |
|
6,339 |
|
7,676 |
|
857 |
|
|
– |
|
|
14,872 |
|
Total current assets |
|
23,101 |
|
226,210 |
|
19,543 |
|
|
– |
|
|
268,854 |
|
|
|
Property, plant, and equipment, net |
|
– |
|
140,343 |
|
11,631 |
|
|
– |
|
|
151,974 |
|
Goodwill |
|
– |
|
320,771 |
|
27,555 |
|
|
– |
|
|
348,326 |
|
Acquired intangibles |
|
– |
|
86,160 |
|
9,105 |
|
|
– |
|
|
95,265 |
|
Other assets |
|
2,890 |
|
4,745 |
|
1 |
|
|
– |
|
|
7,636 |
|
Investment in subsidiaries |
|
637,628 |
|
52,173 |
|
– |
|
|
(689,801 |
) |
|
– |
|
|
|
|
$ |
663,619 |
$ |
830,402 |
$ |
67,835 |
|
$ |
(689,801 |
) |
$ |
872,055 |
|
|
|
Liabilities and Shareholders' Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
$ |
– |
$ |
59,600 |
$ |
7,720 |
|
$ |
– |
|
$ |
67,320 |
|
Accrued expenses |
|
1,360 |
|
55,670 |
|
3,657 |
|
|
– |
|
|
60,687 |
|
Current maturities of long-term debt |
|
– |
|
417 |
|
– |
|
|
– |
|
|
417 |
|
Total current liabilities |
|
1,360 |
|
115,687 |
|
11,377 |
|
|
– |
|
|
128,424 |
|
|
|
Long-term debt |
|
202,323 |
|
4,423 |
|
– |
|
|
– |
|
|
206,746 |
|
Deferred income taxes |
|
– |
|
52,065 |
|
3,736 |
|
|
– |
|
|
55,801 |
|
Other non-current liabilities |
|
– |
|
20,599 |
|
549 |
|
|
– |
|
|
21,148 |
|
Shareholders' equity |
|
459,936 |
|
637,628 |
|
52,173 |
|
|
(689,801 |
) |
|
459,936 |
|
|
|
|
$ |
663,619 |
$ |
830,402 |
$ |
67,835 |
|
$ |
(689,801 |
) |
$ |
872,055 |
GIBRALTAR
INDUSTRIES, INC.
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS THREE MONTHS ENDED MARCH 31, 2012 (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 |
$ |
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 |
|
GIBRALTAR INDUSTRIES, INC.
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS THREE MONTHS ENDED MARCH 31, 2011 (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 |
$ |
130 |
|
$ |
(11,610 |
) |
$ |
2,056 |
|
$ – |
$ |
(9,424 |
) |
|
Net cash (used in) provided by operating activities of discontinued operations |
|
– |
|
|
(3,134 |
) |
|
48 |
|
– |
|
(3,086 |
) |
|
Net cash provided by (used in) operating activities |
|
130 |
|
|
(14,744 |
) |
|
2,104 |
|
– |
|
(12,510 |
) |
|
|
|
Cash Flows from Investing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net proceeds from sale of businesses |
|
– |
|
|
58,000 |
|
|
– |
|
– |
|
58,000 |
|
|
Net proceeds from sale of property and equipment |
|
– |
|
|
463 |
|
|
– |
|
– |
|
463 |
|
|
Purchase of other investments |
|
– |
|
|
(250 |
) |
|
– |
|
– |
|
(250 |
) |
|
Purchases of property, plant, and equipment |
|
– |
|
|
(1,654 |
) |
|
(131 |
) |
– |
|
(1,785 |
) |
|
Net cash provided by (used in) investing activities |
|
– |
|
|
56,559 |
|
|
(131 |
) |
– |
|
56,428 |
|
|
|
|
Cash Flows from Financing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of treasury stock at market prices |
|
(730 |
) |
|
– |
|
|
– |
|
– |
|
(730 |
) |
|
Intercompany financing |
|
590 |
|
|
(2,281 |
) |
|
1,691 |
|
– |
|
– |
|
|
Net proceeds from issuance of common stock |
|
10 |
|
|
– |
|
|
– |
|
– |
|
10 |
|
|
Net cash (used in) provided by financing activities |
|
(130 |
) |
|
(2,281 |
) |
|
1,691 |
|
– |
|
(720 |
) |
|
|
|
Effect of exchange rate changes on cash |
|
– |
|
|
– |
|
|
440 |
|
– |
|
440 |
|
|
|
|
Net increase in cash and cash equivalents |
|
– |
|
|
39,534 |
|
|
4,104 |
|
– |
|
43,638 |
|
|
Cash and cash equivalents at beginning of year |
|
– |
|
|
46,349 |
|
|
14,517 |
|
– |
|
60,866 |
|
|
Cash and cash equivalents at end of period |
|
$ – |
|
$ |
85,883 |
|
$ |
18,621 |
|
$ – |
$ |
104,504 |
|
|