20. 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, 2013

(in thousands)


		Gibraltar			Guarantor			Non-Guarantor
		Industries, Inc.			Subsidiaries			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.

CONSOLIDATING STATEMENTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 2012

(in thousands)


		Gibraltar			Guarantor			Non-Guarantor
		Industries, Inc.			Subsidiaries			Subsidiaries			Eliminations			Total
Net sales	$	–		$	712,279		$	98,304		$	(20,525	)	$	790,058
Cost of sales		–			574,647			85,407			(19,556	)		640,498
Gross profit		–			137,632			12,897			(969	)		149,560
Selling, general, and administrative expense		23			96,499			8,149			–			104,671
Intangible asset impairment		–			4,628			–			–			4,628
(Loss) income from operations		(23	)		36,505			4,748			(969	)		40,261
Interest expense (income)		17,422			1,285			(125	)		–			18,582
Other income		–			(480	)		(8	)		–			(488	)
(Loss) income before taxes		(17,445	)		35,700			4,881			(969	)		22,167
(Benefit of) provision for income taxes		(6,524	)		15,120			921			–			9,517
(Loss) income from continuing operations		(10,921	)		20,580			3,960			(969	)		12,650

Discontinued operations:
Loss before taxes		–			(289	)		–			–			(289	)
Benefit of income taxes		–			(284	)		–			–			(284	)
Loss from discontinued operations		–			(5	)		–			–			(5	)

Equity in earnings from subsidiaries		24,535			3,960			–			(28,495	)		–

Net income	$	13,614		$	24,535		$	3,960		$	(29,464	)	$	12,645

GIBRALTAR INDUSTRIES, INC.

CONSOLIDATING STATEMENTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 2011

(in thousands)


		Gibraltar			Guarantor			Non-Guarantor
		Industries, Inc.			Subsidiaries			Subsidiaries			Eliminations			Total
Net sales	$	–		$	683,614		$	104,077		$	(21,084	)	$	766,607
Cost of sales		–			551,641			89,676			(19,825	)		621,492
Gross profit		–			131,973			14,401			(1,259	)		145,115
Selling, general, and administrative expense		75			99,090			9,792			–			108,957
(Loss) income from operations		(75	)		32,883			4,609			(1,259	)		36,158
Interest expense (income)		16,874			2,569			(80	)		–			19,363
Other income		–			(90	)		–			–			(90	)
(Loss) income before taxes		(16,949	)		30,404			4,689			(1,259	)		16,885
(Benefit of) provision for income taxes		(6,339	)		13,180			828			–			7,669
(Loss) income from continuing operations		(10,610	)		17,224			3,861			(1,259	)		9,216

Discontinued operations:
Income before taxes		–			13,621			219			–			13,840
Provision for income taxes		–			6,432			101			–			6,533
Income from discontinued operations		–			7,189			118			–			7,307
Equity in earnings from subsidiaries		28,392			3,979			–			(32,371	)		–

Net income	$	17,782		$	28,392		$	3,979		$	(33,630	)	$	16,523

GIBRALTAR INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEAR ENDED DECEMBER 31, 2013

(in thousands)


		Gibraltar			Guarantor		Non-Guarantor
		Industries, Inc.			Subsidiaries		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.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEAR ENDED DECEMBER 31, 2012

(in thousands)


		Gibraltar		Guarantor			Non-Guarantor
		Industries, Inc.		Subsidiaries			Subsidiaries		Eliminations			Total
Net income	$	13,614	$	24,535		$	3,960	$	(29,464	)	$	12,645
Other comprehensive (loss) income:
Foreign currency translation adjustment		–		–			2,353		–			2,353
Adjustment to retirement benefit liability,
net of tax		–		(79	)		–		–			(79	)
Adjustment to post-retirement healthcare
benefit liability, net of tax		–		(499	)		–		–			(499	)
Other comprehensive (loss) income		–		(578	)		2,353		–			1,775
Total comprehensive income	$	13,614	$	23,957		$	6,313	$	(29,464	)	$	14,420

GIBRALTAR INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEAR ENDED DECEMBER 31, 2011

(in thousands)


		Gibraltar		Guarantor			Non-Guarantor
		Industries, Inc.		Subsidiaries			Subsidiaries			Eliminations			Total
Net income	$	17,782	$	28,392		$	3,979		$	(33,630	)	$	16,523
Other comprehensive (loss) income:
Foreign currency translation adjustment		–		–			(1,232	)		–			(1,232	)
Adjustment to retirement benefit liability,
net of tax		–		(187	)		–			–			(187	)
Adjustment to post-retirement healthcare
benefit liability, net of tax		–		129			–			–			129
Other comprehensive loss		–		(58	)		(1,232	)		–			(1,290	)
Total comprehensive income	$	17,782	$	28,334		$	2,747		$	(33,630	)	$	15,233

GIBRALTAR INDUSTRIES, INC.

CONSOLIDATING BALANCE SHEETS

DECEMBER 31, 2013

(in thousands)


		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
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	)		–

	$	687,300	$	847,581		$	45,229		$	(685,948	)	$	894,162

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
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
	$	687,300	$	847,581		$	45,229		$	(685,948	)	$	894,162

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

DECEMBER 31, 2013

(in thousands)


		Gibraltar
		Industries,			Guarantor			Non-Guarantor
		Inc.			Subsidiaries			Subsidiaries			Eliminations		Total
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 deferred financing fees		(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 period	$	–		$	75,856		$	21,183		$	–	$	97,039

GIBRALTAR INDUSTRIES, INC.

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

DECEMBER 31, 2012

(in thousands)


		Gibraltar			Guarantor			Non-Guarantor
		Industries, Inc.			Subsidiaries			Subsidiaries			Eliminations		Total
Net cash (used in) provided by operating activities of continuing operations	$	(16,435	)	$	58,628		$	8,039		$	–	$	50,232
Net cash (used in) operating activities of discontinued operations		–			(151	)		–			–		(151	)
Net cash (used in) provided by operating activities		(16,435	)		58,477			8,039			–		50,081

Cash Flows from Investing Activities
Cash paid for acquisitions, net of cash acquired		–			(42,366	)		(2,705	)		–		(45,071	)
Purchases of property, plant, and equipment		–			(9,868	)		(1,483	)		–		(11,351	)
Net proceeds from sale of property and equipment		–			311			348			–		659
Net cash used in investing activities		–			(51,923	)		(3,840	)		–		(55,763	)

Cash Flows from Financing Activities
Long-term debt payments		–			(473	)		–			–		(473	)
Payment of deferred financing fees		–			(18	)		–			–		(18	)
Purchase of treasury stock at market prices		(970	)		–			–			–		(970	)
Intercompany financing		17,116			(14,590	)		(2,526	)		–		–
Tax benefit from equity compensation		11			(1	)		–			–		10
Net proceeds from issuance of common stock		278			–			–			–		278
Net cash provided by (used in) financing activities		16,435			(15,082	)		(2,526	)		–		(1,173	)

Effect of exchange rate changes on cash		–			–			766			–		766

Net (decrease) increase in cash and cash equivalents		–			(8,528	)		2,439			–		(6,089	)

Cash and cash equivalents at beginning of year		–			34,691			19,426			–		54,117

Cash and cash equivalents at end of period	$	–		$	26,163		$	21,865		$	–	$	48,028

GIBRALTAR INDUSTRIES, INC.

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

DECEMBER 31, 2011

(in thousands)


		Gibraltar			Guarantor			Non-Guarantor
		Industries, Inc.			Subsidiaries			Subsidiaries		Eliminations		Total
Net cash (used in) provided by operating activities of continuing operations	$	(15,876	)	$	56,841		$	8,863	$	–	$	49,828
Net cash (used in) provided by operating activities of discontinued operations		–			(3,181	)		48		–		(3,133	)
Net cash (used in) provided by operating activities		(15,876	)		53,660			8,911		–		46,695

Cash Flows from Investing Activities
Cash paid for acquisitions, net of cash acquired		–			(109,248	)		–		–		(109,248	)
Purchases of property, plant, and equipment		–			(11,033	)		(519	)	–		(11,552	)
Purchase of other investment		–			(250	)		–		–		(250	)
Net proceeds from sale of property and equipment		–			1,085			141		–		1,226
Net proceeds from sale of business		–			67,529			–		–		67,529
Net cash used in investing activities of continuing operations		–			(51,917	)		(378	)	–		(52,295	)
Net cash provided by investing activities of discontinued operations		–			2,089			–		–		2,089
Net cash used in investing activities		–			(49,828	)		(378	)			(50,206	)

Cash Flows from Financing Activities										–
Long-term debt payments		–			(74,262	)		–		–		(74,262	)
Proceeds from long-term debt		–			73,849			–		–		73,849
Payment of deferred financing fees		–			(1,570	)		–		–		(1,570	)
Purchase of treasury stock at market prices		(826	)		–			–		–		(826	)
Intercompany financing		16,668			(13,507	)		(3,161	)	–		–
Net proceeds from issuance of common stock		34			–			–		–		34
Net cash provided by (used in) financing activities		15,876			(15,490	)		(3,161	)	–		(2,775	)

Effect of exchange rate changes on cash		–			–			(463	)	–		(463	)

Net (decrease) increase in cash and cash equivalents		–			(11,658	)		4,909		–		(6,749	)

Cash and cash equivalents at beginning of year		–			46,349			14,517		–		60,866

Cash and cash equivalents at end of period	$	–		$	34,691		$	19,426	$	–	$	54,117

GIBRALTAR INDUSTRIES, INC. QUARTERLY UNAUDITED FINANCIAL DATA

(in thousands, except per share data)


	2013 Quarters Ended
		March 31			June 30		Sept. 30			Dec. 31		Total
Net sales	$	196,801		$	224,519	$	217,412		$	188,835	$	827,567
Gross profit	$	36,177		$	44,706	$	41,762		$	35,452	$	158,097
Income (loss) from operations	$	5,196		$	16,283	$	(6,152	)	$	6,153	$	21,480
Interest expense	$	11,160		$	3,690	$	3,828		$	3,811	$	22,489
(Loss) income from continuing
operations	$	(3,643	)	$	7,732	$	(13,727	)	$	4,009	$	(5,629	)
Loss from discontinued
operations	$	(4	)	$	–	$	–		$	–	$	(4	)
Net (loss) income	$	(3,647	)	$	7,732	$	(13,727	)	$	4,009	$	(5,633	)

(Loss) income per share from
continuing operations:
Basic	$	(0.12	)	$	0.25	$	(0.44	)	$	0.13	$	(0.18	)
Diluted	$	(0.12	)	$	0.25	$	(0.44	)	$	0.13	$	(0.18	)

Income per share from
discontinued operations:
Basic	$	0.00		$	0.00	$	0.00		$	0.00	$	0.00
Diluted	$	0.00		$	0.00	$	0.00		$	0.00	$	0.00


	2012 Quarters Ended
		March 31			June 30			Sept. 30		Dec. 31			Total
Net sales	$	192,171		$	219,734		$	205,514	$	172,639		$	790,058
Gross profit	$	35,481		$	41,726		$	40,228	$	32,125		$	149,560
Income from operations	$	7,023		$	16,293		$	15,749	$	1,196		$	40,261
Interest expense	$	4,674		$	4,627		$	4,688	$	4,593		$	18,582
Income (loss) from continuing
operations	$	1,449		$	7,915		$	7,022	$	(3,736	)	$	12,650
(Loss) income from discontinued
operations	$	(87	)	$	(9	)	$	279	$	(188	)	$	(5	)
Net income (loss)	$	1,362		$	7,906		$	7,301	$	(3,924	)	$	12,645

Income (loss) per share from
continuing operations:
Basic	$	0.05		$	0.26		$	0.23	$	(0.12	)	$	0.41
Diluted	$	0.05		$	0.26		$	0.23	$	(0.12	)	$	0.41

(Loss) income per share from
discontinued operations:
Basic	$	(0.01	)	$	0.00		$	0.01	$	(0.01	)	$	0.00
Diluted	$	(0.01	)	$	0.00		$	0.01	$	(0.01	)	$	0.00