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 March 31, 2016 and September 30, 2015 and for the three and six months ended March 31, 2016 and 2015 . 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 March 31, 2016 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CURRENT ASSETS Cash and equivalents $ 2,955 $ 16,593 $ 34,734 $ — $ 54,282 Accounts receivable, net of allowances — 229,666 59,488 (27,993 ) 261,161 Contract costs and recognized income not yet billed, net of progress payments — 107,937 543 — 108,480 Inventories, net — 235,067 76,500 — 311,567 Prepaid and other current assets 25,050 25,906 12,752 (10,686 ) 53,022 Assets of discontinued operations — — 1,325 — 1,325 Total Current Assets 28,005 615,169 185,342 (38,679 ) 789,837 PROPERTY, PLANT AND EQUIPMENT, net 1,095 287,972 97,042 — 386,109 GOODWILL — 284,875 75,219 — 360,094 INTANGIBLE ASSETS, net — 150,186 64,547 — 214,733 INTERCOMPANY RECEIVABLE 593,980 841,728 287,600 (1,723,308 ) — EQUITY INVESTMENTS IN SUBSIDIARIES 776,215 651,130 1,770,747 (3,198,092 ) — OTHER ASSETS 41,813 32,858 11,592 (60,781 ) 25,482 ASSETS OF DISCONTINUED OPERATIONS — — 2,259 — 2,259 Total Assets $ 1,441,108 $ 2,863,918 $ 2,494,348 $ (5,020,860 ) $ 1,778,514 CURRENT LIABILITIES Notes payable and current portion of long-term debt $ 2,736 $ 2,304 $ 14,177 $ — $ 19,217 Accounts payable and accrued liabilities 36,674 184,884 73,282 (34,214 ) 260,626 Liabilities of discontinued operations — — 1,924 — 1,924 Total Current Liabilities 39,410 187,188 89,383 (34,214 ) 281,767 LONG-TERM DEBT, net 848,962 19,972 53,629 — 922,563 INTERCOMPANY PAYABLES 68,143 821,631 804,601 (1,694,375 ) — OTHER LIABILITIES 59,212 124,681 33,907 (72,217 ) 145,583 LIABILITIES OF DISCONTINUED OPERATIONS — — 3,220 — 3,220 Total Liabilities 1,015,727 1,153,472 984,740 (1,800,806 ) 1,353,133 SHAREHOLDERS’ EQUITY 425,381 1,710,446 1,509,608 (3,220,054 ) 425,381 Total Liabilities and Shareholders’ Equity $ 1,441,108 $ 2,863,918 $ 2,494,348 $ (5,020,860 ) $ 1,778,514 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 March 31, 2016 ($ in thousands) Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 406,989 $ 100,614 $ (7,496 ) $ 500,107 Cost of goods and services — 313,203 80,493 (7,746 ) 385,950 Gross profit — 93,786 20,121 250 114,157 Selling, general and administrative expenses 6,530 66,197 18,952 (93 ) 91,586 Total operating expenses 6,530 66,197 18,952 (93 ) 91,586 Income (loss) from operations (6,530 ) 27,589 1,169 343 22,571 Other income (expense) Interest income (expense), net (2,696 ) (7,752 ) (1,900 ) — (12,348 ) Other, net 18 904 (964 ) (343 ) (385 ) Total other income (expense) (2,678 ) (6,848 ) (2,864 ) (343 ) (12,733 ) Income (loss) before taxes (9,208 ) 20,741 (1,695 ) — 9,838 Provision (benefit) for income taxes (3,650 ) 8,012 (619 ) — 3,743 Income (loss) before equity in net income of subsidiaries (5,558 ) 12,729 (1,076 ) — 6,095 Equity in net income (loss) of subsidiaries 11,653 (1,108 ) 12,730 (23,275 ) — Net income (loss) $ 6,095 $ 11,621 $ 11,654 $ (23,275 ) $ 6,095 Net Income (loss) $ 6,095 $ 11,621 $ 11,654 $ (23,275 ) $ 6,095 Other comprehensive income (loss), net of taxes 12,420 2,062 10,358 (12,420 ) 12,420 Comprehensive income (loss) $ 18,515 $ 13,683 $ 22,012 $ (35,695 ) $ 18,515 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Three Months Ended March 31, 2015 ($ in thousands) Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 400,042 $ 113,206 $ (13,228 ) $ 500,020 Cost of goods and services — 306,625 91,320 (12,300 ) 385,645 Gross profit — 93,417 21,886 (928 ) 114,375 Selling, general and administrative expenses 5,301 71,970 17,349 (1,054 ) 93,566 Income (loss) from operations (5,301 ) 21,447 4,537 126 20,809 Other income (expense) Interest income (expense), net (2,224 ) (7,698 ) (1,935 ) — (11,857 ) Loss from debt extinguishment, net — — — — — Other, net 521 1,615 (2,767 ) (126 ) (757 ) Total other income (expense) (1,703 ) (6,083 ) (4,702 ) (126 ) (12,614 ) Income (loss) before taxes (7,004 ) 15,364 (165 ) — 8,195 Provision (benefit) for income taxes (1,984 ) 3,062 1,995 — 3,073 Income (loss) before equity in net income of subsidiaries (5,020 ) 12,302 (2,160 ) — 5,122 Equity in net income (loss) of subsidiaries 10,142 (735 ) 12,302 (21,709 ) — Net income (loss) $ 5,122 $ 11,567 $ 10,142 $ (21,709 ) $ 5,122 Net Income (loss) $ 5,122 $ 11,567 $ 10,142 $ (21,709 ) $ 5,122 Other comprehensive income (loss), net of taxes (30,019 ) (12,075 ) (18,389 ) 30,464 (30,019 ) Comprehensive income (loss) $ (24,897 ) $ (508 ) $ (8,247 ) $ 8,755 $ (24,897 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Six Months Ended March 31, 2016 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 796,249 $ 213,346 $ (15,339 ) $ 994,256 Cost of goods and services — 611,587 168,389 (15,982 ) 763,994 Gross profit — 184,662 44,957 643 230,262 Selling, general and administrative expenses 12,928 132,144 37,998 (185 ) 182,885 Total operating expenses 12,928 132,144 37,998 (185 ) 182,885 Income (loss) from operations (12,928 ) 52,518 6,959 828 47,377 Other income (expense) Interest income (expense), net (4,952 ) (15,541 ) (3,867 ) — (24,360 ) Other, net 211 1,920 (1,133 ) (828 ) 170 Total other income (expense) (4,741 ) (13,621 ) (5,000 ) (828 ) (24,190 ) Income (loss) before taxes (17,669 ) 38,897 1,959 — 23,187 Provision (benefit) for income taxes (9,447 ) 16,829 1,114 — 8,496 Income (loss) before equity in net income of subsidiaries (8,222 ) 22,068 845 — 14,691 Equity in net income (loss) of subsidiaries 22,913 821 22,068 (45,802 ) — Net income (loss) $ 14,691 $ 22,889 $ 22,913 $ (45,802 ) $ 14,691 Net Income (loss) $ 14,691 $ 22,889 $ 22,913 $ (45,802 ) $ 14,691 Other comprehensive income (loss), net of taxes 8,442 2,201 6,241 (8,442 ) 8,442 Comprehensive income (loss) $ 23,133 $ 25,090 $ 29,154 $ (54,244 ) $ 23,133 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Six Months Ended March 31, 2015 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 778,156 $ 252,087 $ (28,063 ) $ 1,002,180 Cost of goods and services — 595,995 199,594 (25,773 ) 769,816 Gross profit — 182,161 52,493 (2,290 ) 232,364 Selling, general and administrative expenses 10,821 141,527 37,448 (2,334 ) 187,462 Total operating expenses 10,821 141,527 37,448 (2,334 ) 187,462 Income (loss) from operations (10,821 ) 40,634 15,045 44 44,902 Other income (expense) Interest income (expense), net (4,128 ) (15,125 ) (4,241 ) — (23,494 ) Loss from debt extinguishment, net — — — — — Other, net 567 2,910 (4,641 ) (44 ) (1,208 ) Total other income (expense) (3,561 ) (12,215 ) (8,882 ) (44 ) (24,702 ) Income (loss) before taxes (14,382 ) 28,419 6,163 — 20,200 Provision (benefit) for income taxes (5,465 ) 10,799 2,273 — 7,607 Income (loss) before equity in net income of subsidiaries (8,917 ) 17,620 3,890 — 12,593 Equity in net income (loss) of subsidiaries 21,510 5,301 17,620 (44,431 ) — Net income (loss) $ 12,593 $ 22,921 $ 21,510 $ (44,431 ) $ 12,593 Net Income (loss) $ 12,593 $ 22,921 $ 21,510 $ (44,431 ) $ 12,593 Other comprehensive income (loss), net of taxes (46,202 ) (16,655 ) (29,220 ) 45,875 (46,202 ) Comprehensive income (loss) $ (33,609 ) $ 6,266 $ (7,710 ) $ 1,444 $ (33,609 ) CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Six Months Ended March 31, 2016 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 14,691 $ 22,889 $ 22,913 $ (45,802 ) $ 14,691 Net cash provided by (used in) operating activities: (57,752 ) 51,805 539 — (5,408 ) CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (186 ) (37,970 ) (7,796 ) — (45,952 ) Acquired businesses, net of cash acquired — (2,726 ) (1,744 ) — (4,470 ) Proceeds from sale of investments 715 — — 715 Proceeds from sale of assets — 764 104 — 868 Net cash provided by (used in) investing activities 529 (39,932 ) (9,436 ) — (48,839 ) CASH FLOWS FROM FINANCING ACTIVITIES: Purchase of shares for treasury (33,640 ) — — — (33,640 ) Proceeds from long-term debt 115,000 2,361 22,243 — 139,604 Payments of long-term debt (20,601 ) (1,064 ) (24,658 ) — (46,323 ) Change in short-term borrowings — — (191 ) — (191 ) Financing costs (1,012 ) — (108 ) — (1,120 ) Tax benefit from exercise/vesting of equity awards, net 2,291 — — — 2,291 Dividends paid (4,508 ) — — — (4,508 ) Other, net 208 (7,248 ) 7,248 — 208 Net cash provided by (used in) financing activities 57,738 (5,951 ) 4,534 — 56,321 CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash used in discontinued operations — — (578 ) — (578 ) Effect of exchange rate changes on cash and equivalents — — 785 — 785 NET DECREASE IN CASH AND EQUIVALENTS 515 5,922 (4,156 ) — 2,281 CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 2,440 10,671 38,890 — 52,001 CASH AND EQUIVALENTS AT END OF PERIOD $ 2,955 $ 16,593 $ 34,734 $ — $ 54,282 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Six Months Ended March 31, 2015 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 12,593 $ 22,921 $ 21,510 $ (44,431 ) $ 12,593 Net cash provided by (used in) operating activities: (49,888 ) (451 ) 7,288 — (43,051 ) CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (188 ) (30,584 ) (8,941 ) — (39,713 ) Intercompany distributions 10,000 (10,000 ) — — — Investment purchases 8,891 — — — 8,891 Proceeds from sale of assets — 12 165 — 177 Net cash provided by (used in) investing activities 18,703 (40,572 ) (8,776 ) — (30,645 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock 285 — — — 285 Purchase of shares for treasury (37,577 ) — — — (37,577 ) Proceeds from long-term debt 97,000 — 2,556 — 99,556 Payments of long-term debt (28,101 ) (717 ) (607 ) — (29,425 ) Change in short-term borrowings — — (572 ) — (572 ) Financing costs (590 ) — — — (590 ) Tax benefit from exercise/vesting of equity awards, net 345 — — — 345 Dividends paid (3,911 ) — — — (3,911 ) Other, net 95 21,021 (21,021 ) — 95 Net cash provided by (used in) financing activities 27,546 20,304 (19,644 ) — 28,206 CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash used in discontinued operations — — (545 ) — (545 ) Effect of exchange rate changes on cash and equivalents — — (3,768 ) — (3,768 ) NET DECREASE IN CASH AND EQUIVALENTS (3,639 ) (20,719 ) (25,445 ) — (49,803 ) CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 6,813 31,522 54,070 — 92,405 CASH AND EQUIVALENTS AT END OF PERIOD $ 3,174 $ 10,803 $ 28,625 $ — $ 42,602 |