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 December 31, 2015 and September 30, 2015 and for the three months ended December 31, 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 December 31, 2015 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CURRENT ASSETS Cash and equivalents $ 3,589 $ 12,108 $ 34,271 $ — $ 49,968 Accounts receivable, net of allowances — 173,229 56,542 (23,889 ) 205,882 Contract costs and recognized income not yet billed, net of progress payments — 122,655 268 — 122,923 Inventories, net — 262,064 72,398 — 334,462 Prepaid and other current assets 20,530 28,850 11,782 (4,336 ) 56,826 Assets of discontinued operations — — 1,360 — 1,360 Total Current Assets 24,119 598,906 176,621 (28,225 ) 771,421 PROPERTY, PLANT AND EQUIPMENT, net 1,064 283,657 91,389 — 376,110 GOODWILL — 284,875 71,537 — 356,412 INTANGIBLE ASSETS, net — 151,299 60,173 — 211,472 INTERCOMPANY RECEIVABLE 575,596 974,449 273,821 (1,823,866 ) — EQUITY INVESTMENTS IN SUBSIDIARIES 752,342 642,949 1,746,165 (3,141,456 ) — OTHER ASSETS 42,072 33,002 9,444 (59,320 ) 25,198 ASSETS OF DISCONTINUED OPERATIONS — — 2,576 — 2,576 Total Assets $ 1,395,193 $ 2,969,137 $ 2,431,726 $ (5,052,867 ) $ 1,743,189 CURRENT LIABILITIES Notes payable and current portion of long-term debt $ 2,202 $ 2,287 $ 10,700 $ — $ 15,189 Accounts payable and accrued liabilities 33,681 185,267 68,020 (23,609 ) 263,359 Liabilities of discontinued operations — 2,033 — 2,033 Total Current Liabilities 35,883 187,554 80,753 (23,609 ) 280,581 LONG-TERM DEBT, net 813,902 20,373 51,753 — 886,028 INTERCOMPANY PAYABLES 58,957 949,455 787,779 (1,796,191 ) — OTHER LIABILITIES 58,072 125,825 26,840 (66,170 ) 144,567 LIABILITIES OF DISCONTINUED OPERATIONS — — 3,634 — 3,634 Total Liabilities 966,814 1,283,207 950,759 (1,885,970 ) 1,314,810 SHAREHOLDERS’ EQUITY 428,379 1,685,930 1,480,967 (3,166,897 ) 428,379 Total Liabilities and Shareholders’ Equity $ 1,395,193 $ 2,969,137 $ 2,431,726 $ (5,052,867 ) $ 1,743,189 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 STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Three Months Ended December 31, 2015 ($ in thousands) Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 389,260 $ 112,732 $ (7,843 ) $ 494,149 Cost of goods and services — 298,384 87,896 (8,236 ) 378,044 Gross profit — 90,876 24,836 393 116,105 Selling, general and administrative expenses 6,397 65,948 19,046 (92 ) 91,299 Total operating expenses 6,397 65,948 19,046 (92 ) 91,299 Income (loss) from operations (6,397 ) 24,928 5,790 485 24,806 Other income (expense) Interest income (expense), net (2,256 ) (7,789 ) (1,967 ) — (12,012 ) Other, net 193 1,016 (169 ) (485 ) 555 Total other income (expense) (2,063 ) (6,773 ) (2,136 ) (485 ) (11,457 ) Income (loss) before taxes (8,460 ) 18,155 3,654 — 13,349 Provision (benefit) for income taxes (5,797 ) 8,817 1,733 — 4,753 Income (loss) before equity in net income of subsidiaries (2,663 ) 9,338 1,921 — 8,596 Equity in net income (loss) of subsidiaries 11,259 1,929 9,338 (22,526 ) — Net income (loss) $ 8,596 $ 11,267 $ 11,259 $ (22,526 ) $ 8,596 Net Income (loss) $ 8,596 $ 11,267 $ 11,259 $ (22,526 ) $ 8,596 Other comprehensive income (loss), net of taxes (3,978 ) 139 (4,117 ) 3,978 (3,978 ) Comprehensive income (loss) $ 4,618 $ 11,406 $ 7,142 $ (18,548 ) $ 4,618 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Three Months Ended December 31, 2014 ($ in thousands) Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 378,114 $ 138,881 $ (14,835 ) $ 502,160 Cost of goods and services — 289,370 108,274 (13,473 ) 384,171 Gross profit — 88,744 30,607 (1,362 ) 117,989 Selling, general and administrative expenses 5,520 69,557 20,099 (1,280 ) 93,896 Income (loss) from operations (5,520 ) 19,187 10,508 (82 ) 24,093 Other income (expense) Interest income (expense), net (1,904 ) (7,427 ) (2,306 ) — (11,637 ) Other, net 46 1,295 (1,874 ) 82 (451 ) Total other income (expense) (1,858 ) (6,132 ) (4,180 ) 82 (12,088 ) Income (loss) before taxes (7,378 ) 13,055 6,328 — 12,005 Provision (benefit) for income taxes (3,481 ) 7,737 278 — 4,534 Income (loss) before equity in net income of subsidiaries (3,897 ) 5,318 6,050 — 7,471 Equity in net income (loss) of subsidiaries 11,368 6,036 5,318 (22,722 ) — Net income (loss) $ 7,471 $ 11,354 $ 11,368 $ (22,722 ) $ 7,471 Net Income (loss) $ 7,471 $ 11,354 $ 11,368 $ (22,722 ) $ 7,471 Other comprehensive income (loss), net of taxes (16,183 ) (4,580 ) (10,831 ) 15,411 (16,183 ) Comprehensive income (loss) $ (8,712 ) $ 6,774 $ 537 $ (7,311 ) $ (8,712 ) CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Three Months Ended December 31, 2015 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 8,596 $ 11,267 $ 11,259 $ (22,526 ) $ 8,596 Net cash provided by (used in) operating activities: (48,165 ) 29,701 (1,132 ) — (19,596 ) CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (54 ) (22,017 ) (2,947 ) — (25,018 ) Investment in unconsolidated joint venture — (2,726 ) — — (2,726 ) Proceeds from sale of investments 715 — — 715 Proceeds from sale of assets — 472 12 — 484 Net cash provided by (used in) investing activities 661 (24,271 ) (2,935 ) — (26,545 ) CASH FLOWS FROM FINANCING ACTIVITIES: Purchase of shares for treasury (10,910 ) — — — (10,910 ) Proceeds from long-term debt 62,000 2,215 15,659 — 79,874 Payments of long-term debt (2,551 ) (524 ) (21,051 ) — (24,126 ) Change in short-term borrowings — — (147 ) — (147 ) Tax benefit from exercise/vesting of equity awards, net 2,291 — — — 2,291 Dividends paid (2,281 ) — — — (2,281 ) Other, net 104 (5,684 ) 5,684 — 104 Net cash provided by (used in) financing activities 48,653 (3,993 ) 145 — 44,805 CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash used in discontinued operations — — (387 ) — (387 ) Effect of exchange rate changes on cash and equivalents — — (310 ) — (310 ) NET DECREASE IN CASH AND EQUIVALENTS 1,149 1,437 (4,619 ) — (2,033 ) CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 2,440 10,671 38,890 — 52,001 CASH AND EQUIVALENTS AT END OF PERIOD $ 3,589 $ 12,108 $ 34,271 $ — $ 49,968 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Three Months Ended December 31, 2014 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 7,471 $ 11,354 $ 11,368 $ (22,722 ) $ 7,471 Net cash provided by (used in) operating activities: 1,703 (19,874 ) 10,121 — (8,050 ) CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (12 ) (16,534 ) (2,375 ) — (18,921 ) Intercompany distributions 10,000 (10,000 ) — — — Proceeds from sale of assets — 5 102 — 107 Net cash provided by (used in) investing activities 9,988 (26,529 ) (2,273 ) — (18,814 ) CASH FLOWS FROM FINANCING ACTIVITIES: Purchase of shares for treasury (13,170 ) — — — (13,170 ) Proceeds from long-term debt 10,000 — 279 — 10,279 Payments of long-term debt (10,551 ) (432 ) (312 ) — (11,295 ) Change in short-term borrowings — — (1,201 ) — (1,201 ) Financing costs (29 ) — — — (29 ) Tax benefit from exercise/vesting of equity awards, net 342 — — — 342 Dividends paid (1,910 ) — — — (1,910 ) Other, net 102 21,832 (21,832 ) — 102 Net cash provided by (used in) financing activities (15,216 ) 21,400 (23,066 ) — (16,882 ) CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash used in discontinued operations — — (380 ) — (380 ) Effect of exchange rate changes on cash and equivalents — — (1,713 ) — (1,713 ) NET DECREASE IN CASH AND EQUIVALENTS (3,525 ) (25,003 ) (17,311 ) — (45,839 ) CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 6,813 31,522 54,070 — 92,405 CASH AND EQUIVALENTS AT END OF PERIOD $ 3,288 $ 6,519 $ 36,759 $ — $ 46,566 |