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, 2016 and September 30, 2015 and for the three and nine months ended June 30, 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 June 30, 2016 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CURRENT ASSETS Cash and equivalents $ 22,699 $ 8,691 $ 37,226 $ — $ 68,616 Accounts receivable, net of allowances — 195,787 56,022 (29,041 ) 222,768 Contract costs and recognized income not yet billed, net of progress payments — 121,352 239 — 121,591 Inventories, net — 240,544 73,508 — 314,052 Prepaid and other current assets 34,652 30,343 14,408 (15,441 ) 63,962 Assets of discontinued operations — — 1,301 — 1,301 Total Current Assets 57,351 596,717 182,704 (44,482 ) 792,290 PROPERTY, PLANT AND EQUIPMENT, net 1,026 289,928 97,195 — 388,149 GOODWILL — 284,875 75,380 — 360,255 INTANGIBLE ASSETS, net — 149,073 62,608 — 211,681 INTERCOMPANY RECEIVABLE 553,059 799,370 292,743 (1,645,172 ) — EQUITY INVESTMENTS IN SUBSIDIARIES 808,951 661,936 1,805,573 (3,276,460 ) — OTHER ASSETS 6,854 8,999 24,312 (14,946 ) 25,219 ASSETS OF DISCONTINUED OPERATIONS — — 2,047 — 2,047 Total Assets $ 1,427,241 $ 2,790,898 $ 2,542,562 $ (4,981,060 ) $ 1,779,641 CURRENT LIABILITIES Notes payable and current portion of long-term debt $ 2,735 $ 2,304 $ 12,737 $ — $ 17,776 Accounts payable and accrued liabilities 53,989 177,862 83,597 (44,817 ) 270,631 Liabilities of discontinued operations — — 1,600 — 1,600 Total Current Liabilities 56,724 180,166 97,934 (44,817 ) 290,007 LONG-TERM DEBT, net 848,004 19,424 46,410 — 913,838 INTERCOMPANY PAYABLES 68,957 743,810 815,214 (1,627,981 ) — OTHER LIABILITIES 33,529 105,679 22,224 (8,378 ) 153,054 LIABILITIES OF DISCONTINUED OPERATIONS — — 2,715 — 2,715 Total Liabilities 1,007,214 1,049,079 984,497 (1,681,176 ) 1,359,614 SHAREHOLDERS’ EQUITY 420,027 1,741,819 1,558,065 (3,299,884 ) 420,027 Total Liabilities and Shareholders’ Equity $ 1,427,241 $ 2,790,898 $ 2,542,562 $ (4,981,060 ) $ 1,779,641 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 June 30, 2016 ($ in thousands) Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 369,235 $ 100,420 $ (7,455 ) $ 462,200 Cost of goods and services — 267,804 82,914 (7,875 ) 342,843 Gross profit — 101,431 17,506 420 119,357 Selling, general and administrative expenses 6,646 64,735 17,591 (92 ) 88,880 Restructuring and other related charges — 1,299 4,601 — 5,900 Total operating expenses 6,646 66,034 22,192 (92 ) 94,780 Income (loss) from operations (6,646 ) 35,397 (4,686 ) 512 24,577 Other income (expense) Interest income (expense), net (3,347 ) (7,656 ) (1,957 ) — (12,960 ) Other, net 67 714 (127 ) (512 ) 142 Total other income (expense) (3,280 ) (6,942 ) (2,084 ) (512 ) (12,818 ) Income (loss) before taxes (9,926 ) 28,455 (6,770 ) — 11,759 Provision (benefit) for income taxes 12,946 7,167 (15,950 ) — 4,163 Income (loss) before equity in net income of subsidiaries (22,872 ) 21,288 9,180 — 7,596 Equity in net income (loss) of subsidiaries 30,468 7,454 21,288 (59,210 ) — Net income (loss) $ 7,596 $ 28,742 $ 30,468 $ (59,210 ) $ 7,596 Net Income (loss) $ 7,596 $ 28,742 $ 30,468 $ (59,210 ) $ 7,596 Other comprehensive income (loss), net of taxes 2,469 (2,652 ) 4,920 (2,268 ) 2,469 Comprehensive income (loss) $ 10,065 $ 26,090 $ 35,388 $ (61,478 ) $ 10,065 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 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 Nine Months Ended June 30, 2016 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 1,165,484 $ 313,766 $ (22,794 ) $ 1,456,456 Cost of goods and services — 879,391 251,303 (23,857 ) 1,106,837 Gross profit — 286,093 62,463 1,063 349,619 Selling, general and administrative expenses 19,574 196,879 55,589 (277 ) 271,765 Restructuring and other related charges — 1,299 4,601 — 5,900 Total operating expenses 19,574 198,178 60,190 (277 ) 277,665 Income (loss) from operations (19,574 ) 87,915 2,273 1,340 71,954 Other income (expense) Interest income (expense), net (8,299 ) (23,197 ) (5,824 ) — (37,320 ) Other, net 278 2,634 (1,260 ) (1,340 ) 312 Total other income (expense) (8,021 ) (20,563 ) (7,084 ) (1,340 ) (37,008 ) Income (loss) before taxes (27,595 ) 67,352 (4,811 ) — 34,946 Provision (benefit) for income taxes 3,499 23,996 (14,836 ) — 12,659 Income (loss) before equity in net income of subsidiaries (31,094 ) 43,356 10,025 — 22,287 Equity in net income (loss) of subsidiaries 53,381 8,275 43,356 (105,012 ) — Net income (loss) $ 22,287 $ 51,631 $ 53,381 $ (105,012 ) $ 22,287 Net Income (loss) $ 22,287 $ 51,631 $ 53,381 $ (105,012 ) $ 22,287 Other comprehensive income (loss), net of taxes 10,911 (451 ) 11,161 (10,710 ) 10,911 Comprehensive income (loss) $ 33,198 $ 51,180 $ 64,542 $ (115,722 ) $ 33,198 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 ) Loss from debt extinguishment, net — — — — — 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 CASH FLOWS For the Nine Months Ended June 30, 2016 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 22,287 $ 51,631 $ 53,381 $ (105,012 ) $ 22,287 Net cash provided by (used in) operating activities: (15,620 ) 54,730 18,445 — 57,555 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (221 ) (51,494 ) (11,532 ) — (63,247 ) Acquired businesses, net of cash acquired — (2,726 ) (1,744 ) — (4,470 ) Proceeds from sale of investments 715 — — 715 Proceeds from sale of assets — 757 157 — 914 Net cash provided by (used in) investing activities 494 (53,463 ) (13,119 ) — (66,088 ) CASH FLOWS FROM FINANCING ACTIVITIES: Purchase of shares for treasury (50,771 ) — — — (50,771 ) Proceeds from long-term debt 238,450 2,336 22,463 — 263,249 Payments of long-term debt (143,785 ) (1,599 ) (32,589 ) — (177,973 ) Change in short-term borrowings — — (45 ) — (45 ) Financing costs (4,028 ) — (107 ) — (4,135 ) Tax benefit from exercise/vesting of equity awards, net 2,291 — — — 2,291 Dividends paid (6,686 ) — — — (6,686 ) Other, net (86 ) (3,984 ) 3,984 — (86 ) Net cash provided by (used in) financing activities 35,385 (3,247 ) (6,294 ) — 25,844 CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash used in discontinued operations — — (1,152 ) — (1,152 ) Effect of exchange rate changes on cash and equivalents — — 456 — 456 NET DECREASE IN CASH AND EQUIVALENTS 20,259 (1,980 ) (1,664 ) — 16,615 CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 2,440 10,671 38,890 — 52,001 CASH AND EQUIVALENTS AT END OF PERIOD $ 22,699 $ 8,691 $ 37,226 $ — $ 68,616 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 ) — — — Investment purchases 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 |