CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION | CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION Griffon’s Senior Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by the domestic assets of Clopay Building Products Company, Inc., Clopay Plastic Products Company, Inc., Telephonics Corporation, The AMES Companies, Inc., ATT Southern, Inc. and Clopay Ames True Temper Holding Corp., all of which are indirectly 100% owned by Griffon. In accordance with Rule 3-10 of Regulation S-X promulgated under the Securities Act of 1933, presented below are condensed consolidating financial information as of June 30, 2015 and September 30, 2014 and for the three and nine months ended June 30, 2015 and 2014 . The financial information may not necessarily be indicative of the results of operations or financial position of the guarantor companies or non-guarantor companies had they operated as independent entities. The guarantor companies and the non-guarantor companies include the consolidated financial results of their wholly-owned subsidiaries accounted for under the equity method. The indenture relating to the Senior Notes (the “Indenture”) contains terms providing that, under certain limited circumstances, a guarantor will be released from its obligations to guarantee the Senior Notes. These circumstances include (i) a sale of at least a majority of the stock, or all or substantially all the assets, of the subsidiary guarantor as permitted by the Indenture; (ii) a public equity offering of a subsidiary guarantor that qualifies as a “Minority Business” as defined in the Indenture (generally, a business the EBITDA of which constitutes less than 50% of the segment adjusted EBITDA of the Company for the most recently ended four fiscal quarters), and that meets certain other specified conditions as set forth in the Indenture; (iii) the designation of a guarantor as an “unrestricted subsidiary” as defined in the Indenture, in compliance with the terms of the Indenture; (iv) Griffon exercising its right to defease the Senior Notes, or to otherwise discharge its obligations under the Indenture, in each case in accordance with the terms of the Indenture; and (v) upon obtaining the requisite consent of the holders of the Senior Notes. CONDENSED CONSOLIDATING BALANCE SHEETS At June 30, 2015 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CURRENT ASSETS Cash and equivalents $ 4,736 $ 12,893 $ 28,326 $ — $ 45,955 Accounts receivable, net of allowances — 214,674 62,298 (36,783 ) 240,189 Contract costs and recognized income not yet billed, net of progress payments — 103,860 151 — 104,011 Inventories, net — 255,192 63,001 — 318,193 Prepaid and other current assets 11,960 24,806 12,616 (2,635 ) 46,747 Assets of discontinued operations — — 1,625 — 1,625 Total Current Assets 16,696 611,425 168,017 (39,418 ) 756,720 PROPERTY, PLANT AND EQUIPMENT, net 1,142 274,343 90,879 — 366,364 GOODWILL — 284,875 77,870 — 362,745 INTANGIBLE ASSETS, net 93 153,432 66,128 — 219,653 INTERCOMPANY RECEIVABLE 587,567 981,607 226,066 (1,795,240 ) — EQUITY INVESTMENTS IN SUBSIDIARIES 757,858 644,539 1,757,687 (3,160,084 ) — OTHER ASSETS 41,319 50,321 9,948 (87,449 ) 14,139 ASSETS OF DISCONTINUED OPERATIONS — — 2,131 — 2,131 Total Assets $ 1,404,675 $ 3,000,542 $ 2,398,726 $ (5,082,191 ) $ 1,721,752 CURRENT LIABILITIES Notes payable and current portion of long-term debt $ 2,203 $ 1,176 $ 8,392 $ — $ 11,771 Accounts payable and accrued liabilities 33,668 196,298 68,430 (23,798 ) 274,598 Liabilities of discontinued operations — 2,392 — 2,392 Total Current Liabilities 35,871 197,474 79,214 (23,798 ) 288,761 LONG-TERM DEBT, net 781,774 6,745 40,180 — 828,699 INTERCOMPANY PAYABLES 60,428 944,302 742,973 (1,747,703 ) — OTHER LIABILITIES 59,213 155,397 26,185 (101,995 ) 138,800 LIABILITIES OF DISCONTINUED OPERATIONS — — 3,244 — 3,244 Total Liabilities 937,286 1,303,918 891,796 (1,873,496 ) 1,259,504 SHAREHOLDERS’ EQUITY 467,389 1,696,624 1,506,930 (3,208,695 ) 462,248 Total Liabilities and Shareholders’ Equity $ 1,404,675 $ 3,000,542 $ 2,398,726 $ (5,082,191 ) $ 1,721,752 CONDENSED CONSOLIDATING BALANCE SHEETS At September 30, 2014 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CURRENT ASSETS Cash and equivalents $ 6,813 $ 31,522 $ 54,070 $ — $ 92,405 Accounts receivable, net of allowances — 213,922 77,218 (32,704 ) 258,436 Contract costs and recognized income not yet billed, net of progress payments — 109,804 126 — 109,930 Inventories, net — 219,326 70,537 272 290,135 Prepaid and other current assets 4,366 26,319 17,101 14,783 62,569 Assets of discontinued operations — — 1,624 — 1,624 Total Current Assets 11,179 600,893 220,676 (17,649 ) 815,099 PROPERTY, PLANT AND EQUIPMENT, net 1,327 270,519 98,643 76 370,565 GOODWILL — 284,875 90,419 — 375,294 INTANGIBLE ASSETS, net — 156,772 76,851 — 233,623 INTERCOMPANY RECEIVABLE 540,080 892,433 213,733 (1,646,246 ) — EQUITY INVESTMENTS IN SUBSIDIARIES 780,600 662,403 1,782,406 (3,225,409 ) — OTHER ASSETS 27,880 53,896 6,739 (75,213 ) 13,302 ASSETS OF DISCONTINUED OPERATIONS — — 2,126 — 2,126 Total Assets $ 1,361,066 $ 2,921,791 $ 2,491,593 $ (4,964,441 ) $ 1,810,009 CURRENT LIABILITIES Notes payable and current portion of long-term debt $ 2,202 $ 1,144 $ 4,540 $ — $ 7,886 Accounts payable and accrued liabilities 25,703 227,419 91,132 (20,811 ) 323,443 Liabilities of discontinued operations — — 3,282 — 3,282 Total Current Liabilities 27,905 228,563 98,954 (20,811 ) 334,611 LONG-TERM DEBT, net 738,360 7,806 45,135 — 791,301 INTERCOMPANY PAYABLES 21,573 815,094 762,192 (1,598,859 ) — OTHER LIABILITIES 41,201 151,674 26,949 (71,584 ) 148,240 LIABILITIES OF DISCONTINUED OPERATIONS — — 3,830 — 3,830 Total Liabilities 829,039 1,203,137 937,060 (1,691,254 ) 1,277,982 SHAREHOLDERS’ EQUITY 532,027 1,718,654 1,554,533 (3,273,187 ) 532,027 Total Liabilities and Shareholders’ Equity $ 1,361,066 $ 2,921,791 $ 2,491,593 $ (4,964,441 ) $ 1,810,009 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Three Months Ended June 30, 2015 ($ in thousands) Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 416,433 $ 110,204 $ (14,943 ) $ 511,694 Cost of goods and services — 310,578 85,841 (8,214 ) 388,205 Gross profit — 105,855 24,363 (6,729 ) 123,489 Selling, general and administrative expenses 5,978 73,190 24,286 (7,879 ) 95,575 Total operating expenses 5,978 73,190 24,286 (7,879 ) 95,575 Income (loss) from operations (5,978 ) 32,665 77 1,150 27,914 Other income (expense) Interest income (expense), net (2,402 ) (7,770 ) (1,978 ) — (12,150 ) Other, net (26 ) 2,075 30 (1,150 ) 929 Total other income (expense) (2,428 ) (5,695 ) (1,948 ) (1,150 ) (11,221 ) Income (loss) before taxes (8,406 ) 26,970 (1,871 ) — 16,693 Provision (benefit) for income taxes (3,194 ) 9,726 (732 ) — 5,800 Income (loss) before equity in net income of subsidiaries (5,212 ) 17,244 (1,139 ) — 10,893 Equity in net income (loss) of subsidiaries 16,105 (1,206 ) 17,244 (32,143 ) — Net income (loss) $ 10,893 $ 16,038 $ 16,105 $ (32,143 ) $ 10,893 Net Income (loss) $ 10,893 $ 16,038 $ 16,105 $ (32,143 ) $ 10,893 Other comprehensive income (loss), net of taxes 5,363 2,077 3,258 (5,335 ) 5,363 Comprehensive income (loss) $ 16,256 $ 18,115 $ 19,363 $ (37,478 ) $ 16,256 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Three Months Ended June 30, 2014 ($ in thousands) Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 392,361 $ 126,343 $ (13,665 ) $ 505,039 Cost of goods and services — 295,148 103,938 (12,354 ) 386,732 Gross profit — 97,213 22,405 (1,311 ) 118,307 Selling, general and administrative expenses 7,034 71,110 19,617 (1,626 ) 96,135 Restructuring and other related charges — 349 9 — 358 Total operating expenses 7,034 71,459 19,626 (1,626 ) 96,493 Income (loss) from operations (7,034 ) 25,754 2,779 315 21,814 Other income (expense) Interest income (expense), net (1,750 ) (7,367 ) (2,424 ) — (11,541 ) Loss from debt extinguishment, net — — — — — Other, net 1,436 2,497 (997 ) (315 ) 2,621 Total other income (expense) (314 ) (4,870 ) (3,421 ) (315 ) (8,920 ) Income (loss) before taxes (7,348 ) 20,884 (642 ) — 12,894 Provision (benefit) for income taxes (9,322 ) 7,322 430 — (1,570 ) Income (loss) before equity in net income of subsidiaries 1,974 13,562 (1,072 ) — 14,464 Equity in net income (loss) of subsidiaries 12,490 (1,161 ) 13,562 (24,891 ) — Net income (loss) $ 14,464 $ 12,401 $ 12,490 $ (24,891 ) $ 14,464 Net Income (loss) $ 14,464 $ 12,401 $ 12,490 $ (24,891 ) $ 14,464 Other comprehensive income (loss), net of taxes 3,126 (592 ) 3,547 (2,955 ) 3,126 Comprehensive income (loss) $ 17,590 $ 11,809 $ 16,037 $ (27,846 ) $ 17,590 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Nine Months Ended June 30, 2015 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 1,194,589 $ 362,291 $ (43,006 ) $ 1,513,874 Cost of goods and services — 906,573 285,435 (33,987 ) 1,158,021 Gross profit — 288,016 76,856 (9,019 ) 355,853 Selling, general and administrative expenses 16,799 214,717 61,734 (10,213 ) 283,037 Total operating expenses 16,799 214,717 61,734 (10,213 ) 283,037 Income (loss) from operations (16,799 ) 73,299 15,122 1,194 72,816 Other income (expense) Interest income (expense), net (6,530 ) (22,895 ) (6,219 ) — (35,644 ) Other, net 541 4,985 (4,611 ) (1,194 ) (279 ) Total other income (expense) (5,989 ) (17,910 ) (10,830 ) (1,194 ) (35,923 ) Income (loss) before taxes (22,788 ) 55,389 4,292 — 36,893 Provision (benefit) for income taxes (8,659 ) 20,525 1,541 — 13,407 Income (loss) before equity in net income of subsidiaries (14,129 ) 34,864 2,751 — 23,486 Equity in net income (loss) of subsidiaries 37,615 4,095 34,864 (76,574 ) — Net income (loss) $ 23,486 $ 38,959 $ 37,615 $ (76,574 ) $ 23,486 Net Income (loss) $ 23,486 $ 38,959 $ 37,615 $ (76,574 ) $ 23,486 Other comprehensive income (loss), net of taxes (40,839 ) (14,578 ) (25,962 ) 40,540 (40,839 ) Comprehensive income (loss) $ (17,353 ) $ 24,381 $ 11,653 $ (36,034 ) $ (17,353 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Nine Months Ended June 30, 2014 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 1,133,510 $ 375,877 $ (43,203 ) $ 1,466,184 Cost of goods and services — 860,322 310,887 (38,822 ) 1,132,387 Gross profit — 273,188 64,990 (4,381 ) 333,797 Selling, general and administrative expenses 20,525 207,725 50,025 (4,838 ) 273,437 Restructuring and other related charges — 1,841 51 — 1,892 Total operating expenses 20,525 209,566 50,076 (4,838 ) 275,329 Income (loss) from operations (20,525 ) 63,622 14,914 457 58,468 Other income (expense) Interest income (expense), net (8,240 ) (21,946 ) (6,817 ) — (37,003 ) Loss from debt extinguishment, net (38,890 ) — — — (38,890 ) Other, net 1,563 5,569 (2,365 ) (457 ) 4,310 Total other income (expense) (45,567 ) (16,377 ) (9,182 ) (457 ) (71,583 ) Income (loss) before taxes (66,092 ) 47,245 5,732 — (13,115 ) Provision (benefit) for income taxes (24,901 ) 19,014 897 — (4,990 ) Income (loss) before equity in net income of subsidiaries (41,191 ) 28,231 4,835 — (8,125 ) Equity in net income (loss) of subsidiaries 33,066 4,587 28,231 (65,884 ) — Net income (loss) $ (8,125 ) $ 32,818 $ 33,066 $ (65,884 ) $ (8,125 ) Net Income (loss) $ (8,125 ) $ 32,818 $ 33,066 $ (65,884 ) $ (8,125 ) Other comprehensive income (loss), net of taxes 2,628 1,277 840 (2,117 ) 2,628 Comprehensive income (loss) $ (5,497 ) $ 34,095 $ 33,906 $ (68,001 ) $ (5,497 ) CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Nine Months Ended June 30, 2015 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 23,486 $ 38,959 $ 37,615 $ (76,574 ) $ 23,486 Net cash provided by (used in) operating activities: 4,582 16,063 8,941 — 29,586 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (203 ) (40,918 ) (14,244 ) — (55,365 ) Acquired businesses, net of cash acquired — (2,225 ) — — (2,225 ) Intercompany distributions 10,000 (10,000 ) — — — Proceeds from sale of investments 8,891 — — 8,891 Proceeds from sale of assets — 90 185 — 275 Net cash provided by (used in) investing activities 18,688 (53,053 ) (14,059 ) — (48,424 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock 371 — — — 371 Purchase of shares for treasury (58,218 ) — — — (58,218 ) Proceeds from long-term debt 112,000 116 9,407 — 121,523 Payments of long-term debt (73,652 ) (1,009 ) (5,834 ) — (80,495 ) Change in short-term borrowings — — (81 ) — (81 ) Financing costs (592 ) — — — (592 ) Tax benefit from exercise/vesting of equity awards, net 345 — — — 345 Dividends paid (5,807 ) — — — (5,807 ) Other, net 206 19,254 (19,254 ) — 206 Net cash provided by (used in) financing activities (25,347 ) 18,361 (15,762 ) — (22,748 ) CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash used in discontinued operations — — (830 ) — (830 ) Effect of exchange rate changes on cash and equivalents — — (4,034 ) — (4,034 ) NET DECREASE IN CASH AND EQUIVALENTS (2,077 ) (18,629 ) (25,744 ) — (46,450 ) CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 6,813 31,522 54,070 — 92,405 CASH AND EQUIVALENTS AT END OF PERIOD $ 4,736 $ 12,893 $ 28,326 $ — $ 45,955 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Nine Months Ended June 30, 2014 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ (8,125 ) $ 32,818 $ 33,066 $ (65,884 ) $ (8,125 ) Net cash provided by (used in) operating activities: (10,966 ) (8,300 ) 69,122 — 49,856 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (672 ) (45,749 ) (8,438 ) — (54,859 ) Acquired businesses, net of cash acquired — (1,000 ) (61,306 ) — (62,306 ) Intercompany distributions 10,000 (10,000 ) — — — Investment purchases (8,402 ) — — — (8,402 ) Proceeds from sale of assets — 298 193 — 491 Net cash provided by (used in) investing activities 926 (56,451 ) (69,551 ) — (125,076 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock 584 — — — 584 Purchase of shares for treasury (72,518 ) — — — (72,518 ) Proceeds from long-term debt 649,568 (253 ) 33,598 — 682,913 Payments of long-term debt (597,613 ) (708 ) (3,813 ) — (602,134 ) Change in short-term borrowings — — 3,138 — 3,138 Financing costs (10,393 ) — (535 ) — (10,928 ) Purchase of ESOP shares (10,000 ) — — — (10,000 ) Tax benefit from exercise/vesting of equity awards, net 273 — — — 273 Dividends paid (9,841 ) 5,000 — — (4,841 ) Other, net 194 54,869 (54,869 ) — 194 Net cash provided by (used in) financing activities (49,746 ) 58,908 (22,481 ) — (13,319 ) CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash used in discontinued operations — — (1,018 ) — (1,018 ) Effect of exchange rate changes on cash and equivalents — — (1,136 ) — (1,136 ) NET DECREASE IN CASH AND EQUIVALENTS (59,786 ) (5,843 ) (25,064 ) — (90,693 ) CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 68,994 25,343 83,793 — 178,130 CASH AND EQUIVALENTS AT END OF PERIOD $ 9,208 $ 19,500 $ 58,729 $ — $ 87,437 |