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 September 30, 2015 and 2014 , and for the years ended September 30, 2015, 2014 and 2013 . The financial information may not necessarily be indicative of results of operations or financial position had the guarantor companies or non-guarantor companies 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 September 30, 2015 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CURRENT ASSETS Cash and equivalents $ 2,440 $ 10,671 $ 38,890 $ — $ 52,001 Accounts receivable, net of allowances — 178,830 61,772 (21,847 ) 218,755 Contract costs and recognized income not yet billed, net of progress payments — 103,879 16 — 103,895 Inventories, net — 257,929 67,880 — 325,809 Prepaid and other current assets 23,493 27,584 12,488 (8,479 ) 55,086 Assets of discontinued operations — — 1,316 — 1,316 Total Current Assets 25,933 578,893 182,362 (30,326 ) 756,862 PROPERTY, PLANT AND EQUIPMENT, net 1,108 286,854 92,010 — 379,972 GOODWILL — 284,875 71,366 — 356,241 INTANGIBLE ASSETS, net — 152,412 61,425 — 213,837 INTERCOMPANY RECEIVABLE 542,297 904,840 263,480 (1,710,617 ) — EQUITY INVESTMENTS IN SUBSIDIARIES 745,262 644,577 1,740,889 (3,130,728 ) — OTHER ASSETS 41,774 30,203 9,959 (59,590 ) 22,346 ASSETS OF DISCONTINUED OPERATIONS — — 2,175 — 2,175 Total Assets $ 1,356,374 $ 2,882,654 $ 2,423,666 $ (4,931,261 ) $ 1,731,433 CURRENT LIABILITIES Notes payable and current portion of long-term debt $ 2,202 $ 3,842 $ 10,549 $ — $ 16,593 Accounts payable and accrued liabilities 30,158 222,758 72,843 (20,951 ) 304,808 Liabilities of discontinued operations — — 2,229 — 2,229 Total Current Liabilities 32,360 226,600 85,621 (20,951 ) 323,630 LONG-TERM DEBT, net 752,839 17,116 57,021 — 826,976 INTERCOMPANY PAYABLES 76,477 831,345 775,120 (1,682,942 ) — OTHER LIABILITIES 64,173 126,956 28,428 (72,634 ) 146,923 LIABILITIES OF DISCONTINUED OPERATIONS — — 3,379 — 3,379 Total Liabilities 925,849 1,202,017 949,569 (1,776,527 ) 1,300,908 SHAREHOLDERS’ EQUITY 430,525 1,680,637 1,474,097 (3,154,734 ) 430,525 Total Liabilities and Shareholders’ Equity $ 1,356,374 $ 2,882,654 $ 2,423,666 $ (4,931,261 ) $ 1,731,433 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 — 283,692 90,419 — 374,111 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 2,920,608 2,491,593 (4,964,441 ) 1,808,826 CURRENT LIABILITIES Notes payable and current portion of long-term debt 2,202 1,144 4,540 — 7,886 Accounts payable and accrued liabilities 25,703 226,236 91,132 (20,811 ) 322,260 Liabilities of discontinued operations — — 3,282 — 3,282 Total Current Liabilities 27,905 227,380 98,954 (20,811 ) 333,428 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 1,201,954 937,060 (1,691,254 ) 1,276,799 SHAREHOLDERS’ EQUITY 532,027 1,718,654 1,554,533 (3,273,187 ) 532,027 Total Liabilities and Shareholders’ Equity 1,361,066 2,920,608 2,491,593 (4,964,441 ) 1,808,826 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Year Ended September 30, 2015 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 1,581,295 $ 475,380 $ (40,643 ) $ 2,016,032 Cost of goods and services — 1,204,872 377,348 (41,966 ) 1,540,254 Gross profit — 376,423 98,032 1,323 475,778 Selling, general and administrative expenses 22,637 272,421 80,073 (370 ) 374,761 Restructuring and other related charges — — — — — Total operating expenses 22,637 272,421 80,073 (370 ) 374,761 Income (loss) from operations (22,637 ) 104,002 17,959 1,693 101,017 Other income (expense) Interest income (expense), net (8,741 ) (30,547 ) (8,584 ) — (47,872 ) Other, net 438 10,521 (8,775 ) (1,693 ) 491 Total other income (expense) (8,303 ) (20,026 ) (17,359 ) (1,693 ) (47,381 ) Income (loss) before taxes (30,940 ) 83,976 600 — 53,636 Provision (benefit) for income taxes (11,041 ) 31,100 (712 ) — 19,347 Income (loss) before equity in net income of subsidiaries (19,899 ) 52,876 1,312 — 34,289 Equity in net income (loss) of subsidiaries 54,188 3,062 52,876 (110,126 ) — Income (loss) from continuing operations $ 34,289 $ 55,938 $ 54,188 $ (110,126 ) $ 34,289 Loss from operations of discontinued businesses — — — — — Benefit from income taxes — — — — — Loss from discontinued operations — — — — — Net income (loss) $ 34,289 $ 55,938 $ 54,188 $ (110,126 ) $ 34,289 Comprehensive income (loss) $ (26,835 ) $ 34,318 $ 15,080 $ (49,398 ) $ (26,835 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Year Ended September 30, 2014 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 1,526,678 $ 519,349 $ (54,216 ) $ 1,991,811 Cost of goods and services — 1,156,268 424,568 (48,424 ) 1,532,412 Gross profit — 370,410 94,781 (5,792 ) 459,399 Selling, general and administrative expenses 24,084 281,930 75,551 (6,466 ) 375,099 Restructuring and other related charges — 4,234 1,902 — 6,136 Total operating expenses 24,084 286,164 77,453 (6,466 ) 381,235 Income (loss) from operations (24,084 ) 84,246 17,328 674 78,164 Other income (expense) Interest income (expense), net (10,079 ) (28,630 ) (9,435 ) — (48,144 ) Extinguishment of debt (38,890 ) (38,890 ) Other, net 111 7,945 (4,228 ) (674 ) 3,154 Total other income (expense) (48,858 ) (20,685 ) (13,663 ) (674 ) (83,880 ) Income (loss) before taxes (72,942 ) 63,561 3,665 — (5,716 ) Provision (benefit) for income taxes (32,044 ) 26,480 25 — (5,539 ) Income (loss) before equity in net income of subsidiaries (40,898 ) 37,081 3,640 — (177 ) Equity in net income (loss) of subsidiaries 40,721 3,531 37,081 (81,333 ) — Income (loss) from continuing operations (177 ) 40,612 40,721 (81,333 ) (177 ) Loss from operations of discontinued businesses — — — — — Benefit from income taxes — — — — — Loss from discontinued operations — — — — — Net Income (loss) $ (177 ) $ 40,612 $ 40,721 $ (81,333 ) $ (177 ) Comprehensive income (loss) $ (26,902 ) $ 28,355 $ 25,704 $ (54,059 ) $ (26,902 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Year Ended September 30, 2013 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 1,459,705 $ 463,767 $ (52,145 ) $ 1,871,327 Cost of goods and services — 1,107,440 392,588 (46,286 ) 1,453,742 Gross profit — 352,265 71,179 (5,859 ) 417,585 Selling, general and administrative expenses 24,248 269,654 52,819 (6,252 ) 340,469 Restructuring and other related charges — 9,236 4,026 — 13,262 Total operating expenses 24,248 278,890 56,845 (6,252 ) 353,731 Income (loss) from operations (24,248 ) 73,375 14,334 393 63,854 Other income (expense) Interest income (expense), net (14,381 ) (27,660 ) (10,126 ) — (52,167 ) Other, net 569 9,656 (7,233 ) (346 ) 2,646 Total other income (expense) (13,812 ) (18,004 ) (17,359 ) (346 ) (49,521 ) Income (loss) before taxes (38,060 ) 55,371 (3,025 ) 47 14,333 Provision (benefit) for income taxes (14,888 ) 20,603 1,781 47 7,543 Income (loss) before equity in net income of subsidiaries (23,172 ) 34,768 (4,806 ) — 6,790 Equity in net income (loss) of subsidiaries 26,939 (1,467 ) 34,768 (60,240 ) — Income (loss) from continuing operations 3,767 33,301 29,962 (60,240 ) 6,790 Loss from operations of discontinued businesses — — (4,651 ) — (4,651 ) Benefit from income taxes — — 1,628 — 1,628 Loss from discontinued operations — — (3,023 ) — (3,023 ) Net Income (loss) $ 3,767 $ 33,301 $ 26,939 $ (60,240 ) $ 3,767 Comprehensive income (loss) $ 19,987 $ 10,903 $ 64,671 $ (75,574 ) $ 19,987 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Year Ended September 30, 2015 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 34,289 $ 55,938 $ 54,188 $ (110,126 ) $ 34,289 Net cash provided by (used in) operating activities 58,760 27,130 (9,753 ) — 76,137 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (274 ) (54,196 ) (19,150 ) — (73,620 ) Acquired business, net of cash acquired — (2,225 ) — — (2,225 ) Intercompany distributions 10,000 (10,000 ) — — — Investment sales 8,891 — — — 8,891 Proceeds from sale of property, plant and equipment — 142 192 — 334 Net cash provided by (used in) investing activities 18,617 (66,279 ) (18,958 ) — (66,620 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock 371 — — — 371 Purchase of shares for treasury (82,343 ) — — — (82,343 ) Proceeds from long-term debt 124,500 13,596 95,395 — 233,491 Payments of long-term debt (116,702 ) (1,263 ) (69,770 ) — (187,735 ) Change in short-term borrowings — — (365 ) — (365 ) Financing costs (614 ) (196 ) (498 ) — (1,308 ) Tax effect from exercise/vesting of equity awards, net 345 — — — 345 Dividends paid (7,654 ) — — — (7,654 ) Other, net 347 6,161 (6,161 ) — 347 Net cash provided by (used in) financing activities (81,750 ) 18,298 18,601 — (44,851 ) CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash used in discontinued operations — — (918 ) — (918 ) Effect of exchange rate changes on cash and equivalents — — (4,152 ) — (4,152 ) NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS (4,373 ) (20,851 ) (15,180 ) — (40,404 ) CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 6,813 31,522 54,070 — 92,405 CASH AND EQUIVALENTS AT END OF PERIOD $ 2,440 $ 10,671 $ 38,890 $ — $ 52,001 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Year Ended September 30, 2014 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ (177 ) $ 40,612 $ 40,721 $ (81,333 ) $ (177 ) Net cash provided by operating activities (3,902 ) 17,168 80,035 — 93,301 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (700 ) (64,320 ) (12,074 ) — (77,094 ) Acquired business, net of cash acquired — 2,675 (64,981 ) — (62,306 ) Intercompany distributions 10,000 (10,000 ) — — — Purchase of securities (8,402 ) — — — (8,402 ) Proceeds from sale of property, plant and equipment — 360 192 — 552 Net cash used in investing activities 898 (71,285 ) (76,863 ) — (147,250 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock 584 — — — 584 Purchase of shares for treasury (79,614 ) — — — (79,614 ) Proceeds from long-term debt 659,568 (102 ) 32,477 — 691,943 Payments of long-term debt (598,250 ) (1,135 ) (3,709 ) — (603,094 ) Change in short-term borrowings — — (749 ) — (749 ) Financing costs (10,763 ) — (535 ) — (11,298 ) Purchase of ESOP shares (20,000 ) — — — (20,000 ) Tax effect from exercise/vesting of equity awards, net 273 — — — 273 Dividends paid (11,273 ) 5,000 — — (6,273 ) Other, net 298 56,533 (56,533 ) — 298 Net cash used in financing activities (59,177 ) 60,296 (29,049 ) — (27,930 ) CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash used in discontinued operations — — (1,528 ) — (1,528 ) Effect of exchange rate changes on cash and equivalents — — (2,318 ) — (2,318 ) NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS (62,181 ) 6,179 (29,723 ) — (85,725 ) CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 68,994 25,343 83,793 — 178,130 CASH AND EQUIVALENTS AT END OF PERIOD $ 6,813 $ 31,522 $ 54,070 $ — $ 92,405 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Year Ended September 30, 2013 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 3,767 $ 33,301 $ 26,939 $ (60,240 ) $ 3,767 Net cash provided by (used in) operating activities (25,184 ) 83,177 27,690 — 85,683 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (123 ) (56,617 ) (7,701 ) — (64,441 ) Intercompany distributions 10,000 (10,000 ) — — — Proceeds from sale of property, plant and equipment — 1,404 169 — 1,573 Net cash provided by (used in) investing activities 9,877 (65,213 ) (7,532 ) — (62,868 ) CASH FLOWS FROM FINANCING ACTIVITIES: Purchase of shares for treasury (32,521 ) — — — (32,521 ) Proceeds from long-term debt — 303 — — 303 Payments of long-term debt (2,157 ) (1,032 ) (13,678 ) — (16,867 ) Change in short-term borrowings — — 2,950 — 2,950 Financing costs (833 ) — — — (833 ) Tax effect from exercise/vesting of equity awards, net 150 — — — 150 Dividends paid (5,825 ) — — — (5,825 ) Other, net 394 (26,674 ) 26,674 — 394 Net cash provided by (used in) financing activities (40,792 ) (27,403 ) 15,946 — (52,249 ) CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash used in discontinued operations — — (2,090 ) — (2,090 ) Effect of exchange rate changes on cash and equivalents — — — — — NET DECREASE IN CASH AND EQUIVALENTS (56,099 ) (9,439 ) 34,014 — (31,524 ) CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 125,093 34,782 49,779 — 209,654 CASH AND EQUIVALENTS AT END OF PERIOD $ 68,994 $ 25,343 $ 83,793 $ — $ 178,130 |