Exhibit 99.3

Unaudited Pro Forma Condensed Combined Financial Statements

On June 27, 2014, Patrick Industries, Inc. (“Patrick” or the “Company”) acquired the business and certain assets of Foremost Fabricators, LLC (“Foremost”), a fabricator and distributor of fabricated aluminum products, fiber reinforced polyester (“FRP”) sheet and coil, and custom laminated products primarily used in the recreational vehicle market.

The unaudited pro forma condensed combined statement of income for the fiscal year ended December 31, 2013 gives effect to the acquisition as if it had been completed on January 1, 2013, the first day of Patrick’s 2013 fiscal year, and combines Patrick’s audited consolidated statement of income for the fiscal year ended December 31, 2013 and Foremost’s audited statement of income for the fiscal year then ended. The unaudited pro forma condensed combined statement of income for the three months ended March 30, 2014 gives effect to the acquisition as if it had been completed on January 1, 2013, and combines the unaudited condensed consolidated statement of income of Patrick for the three months ended March 30, 2014 and Foremost’s unaudited condensed statement of income for the three months ended March 31, 2014.

The unaudited pro forma condensed combined balance sheet as of March 30, 2014 gives effect to the acquisition as if it had been completed on such date and combines the unaudited condensed consolidated balance sheet of Patrick and the unaudited condensed balance sheet of Foremost as of March 30, 2014 and March 31, 2014, respectively. All pro forma financial statements use Patrick’s period-end dates and no adjustments were made to Foremost’s information for its different period-end dates.

The unaudited pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the acquisition had been completed at the dates indicated. The information does not necessarily indicate the future operating results or financial position of the Company.

In preparing the unaudited pro forma financial information, the historical consolidated financial statement information has been adjusted to give pro forma effect to events that are (i) directly attributable to the transaction, (ii) factually supportable and (iii) with respect to the statements of income, expected to have a continuing impact on the combined results.

The unaudited pro forma condensed combined financial information was prepared in accordance with the regulations of the U.S. Securities and Exchange Commission. The pro forma adjustments reflecting the completion of the transaction are based upon the acquisition method of accounting in accordance with FASB ASC 805 – Business Combinations and upon the assumptions set forth in the notes to the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined balance sheet has been adjusted to reflect the preliminary allocation of the estimated purchase price to identifiable net assets acquired, including an amount for goodwill representing the difference between the purchase price and the fair value of the identifiable net assets. Amounts preliminarily allocated to tangible and intangible assets with definite lives may change, which could result in a material change in amortization of such assets. The final allocation of the purchase price will be determined after completion of an analysis of the fair value of Foremost’s assets and liabilities. Accordingly, the final acquisition accounting adjustments may be materially different from the unaudited pro forma adjustments.

In conjunction with the Foremost acquisition, the Company entered into a fourth amendment, dated June 26, 2014, to the credit agreement, dated October 24, 2012, that established its revolving secured senior credit facility (the “2012 Credit Facility”) with Wells Fargo Bank, National Association as the agent and lender (“Wells Fargo”), and Fifth-Third Bank (“Fifth-Third”), as participant (collectively, the “Lenders”). The fourth amendment, among other things, expanded the aggregate size of the 2012 Credit Facility from $80 million to $125 million. The purchase price of the Foremost acquisition was funded through borrowings under the expanded 2012 Credit Facility, and these borrowings are reflected in the pro forma financial statements as indicated in the footnotes to these statements.

PATRICK INDUSTRIES, INC.

Unaudited Pro Forma Condensed Combined Statement of Income

For the Year Ended December 31, 2013

						Foremost
(thousands except per share data)		Patrick				Fabricators				Pro Forma					Pro Forma
		Historical				Historical				Adjustments					Combined
NET SALES		$	594,931			$	69,594			$	-				$	664,525
Cost of goods sold			503,908				61,111				-					565,019
GROSS PROFIT			91,023				8,483				-					99,506
Operating Expenses:
Warehouse & delivery			20,158				1,152				-					21,310
Selling, general & administrative			27,979				2,852				-					30,831
Amortization of intangible assets			2,371				-				1,764		A			4,135
Gain on sale of fixed assets			(430	)			-				-					(430	)
Total Operating Expenses			50,078				4,004				1,764					55,846
OPERATING INCOME			40,945				4,479				(1,764	)				43,660
Interest expense, net			2,171				237				(237	)	B			3,872
											1,701		C
Income before income taxes			38,774				4,242				(3,228	)				39,788
Income taxes			14,734				-				385		D			15,119
NET INCOME		$	24,040			$	4,242			$	(3,613	)			$	24,669
Basic net income per common share		$	2.24												$	2.30
Diluted net income per common share		$	2.23												$	2.29
Weighted average shares outstanding - Basic			10,733													10,733
Diluted			10,786													10,786

See accompanying notes to unaudited pro forma condensed combined financial statements.

See accompanying notes to unaudited pro forma condensed combined financial statements.

See accompanying notes to unaudited pro forma condensed combined financial statements.

PATRICK INDUSTRIES, INC.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements

as of March 30, 2014 and for the year ended December 31, 2013

and for the three months ended March 30, 2014

(thousands except per share information)

1.      Estimated Purchase Price

On June 27, 2014, Patrick acquired the business and certain assets of Foremost Fabricators, LLC (“Foremost”), a fabricator and distributor of fabricated aluminum products, fiber reinforced polyester (“FRP”) sheet and coil, and custom laminated products primarily used in the recreational vehicle market.

The net cash purchase price for Foremost was approximately $45.4 million at the acquisition date. The acquisition was funded through borrowings under the Company’s 2012 Credit Facility and included the acquisition of trade receivables, inventories, prepaid expenses, property, plant and equipment, and certain identifiable intangible assets.

The preliminary allocation of the estimated purchase price is based on the estimated fair values of Foremost’s assets acquired and liabilities assumed in the acquisition. In addition, the purchase price allocation is based on Foremost’s historical balance sheet as of March 31, 2014. Purchase price allocations to net tangible assets and goodwill and other identifiable intangible assets acquired are as follows:

2.      Financing

The purchase price of the Foremost acquisition was funded through borrowings under the 2012 Credit Facility.

3.      Unaudited Pro Forma Condensed Combined Statements of Income Adjustments

A.

Record amortization expense related to the estimated fair value of acquired identifiable finite-lived intangible assets using average estimated lives ranging from 5 to 10 years. Upon completion of final intangible asset appraisals and classifications, actual amortization may differ from this calculation.

B.

Eliminate Foremost historical interest expense.

C.

Record interest expense on the borrowings of $45.4 million under the 2012 Credit Facility to fund the Foremost acquisition at the estimated base rate plus the applicable margin in effect on the assumed borrowing date.

D.

Record additional income taxes at the estimated tax rate in effect for the periods presented. The estimated effective tax rate was 38% for the year ended December 31, 2013 and 38.5% for the three months ended March 30, 2014.

4.      Unaudited Pro Forma Condensed Combined Balance Sheet Adjustments           

 

(thousands)
Borrowings under 2012 Credit Facility		$	45,349
Patrick cash on hand			23
Total		$	45,372

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