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, 2017 and 2016 , and for the years ended September 30, 2017, 2016 and 2015 . 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, 2017 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CURRENT ASSETS Cash and equivalents 3,240 8,066 36,375 — 47,681 Accounts receivable, net of allowances — 168,731 59,929 (20,431 ) 208,229 Contract costs and recognized income not yet billed, net of progress payments — 131,383 279 — 131,662 Inventories, net — 246,605 52,759 73 299,437 Prepaid and other current assets 21,131 15,854 3,002 80 40,067 Assets of discontinued operations held for sale — 168,306 202,418 — 370,724 Assets of discontinued operations not held for sale — — 329 — 329 Total Current Assets 24,371 738,945 355,091 (20,278 ) 1,098,129 PROPERTY, PLANT AND EQUIPMENT, net 645 200,362 31,128 — 232,135 GOODWILL — 280,797 38,342 — 319,139 INTANGIBLE ASSETS, net 93 143,415 61,619 — 205,127 INTERCOMPANY RECEIVABLE 552,017 757,608 915,551 (2,225,176 ) — EQUITY INVESTMENTS IN SUBSIDIARIES 863,149 877,641 1,613,891 (3,354,681 ) — OTHER ASSETS 12,171 12,054 (1,002 ) (7,172 ) 16,051 ASSETS OF DISCONTINUED OPERATIONS HELD FOR SALE — — — — — ASSETS OF DISCONTINUED OPERATIONS NOT HELD FOR SALE — — 2,960 — 2,960 Total Assets 1,452,446 3,010,822 3,017,580 (5,607,307 ) 1,873,541 CURRENT LIABILITIES Notes payable and current portion of long-term debt 2,854 1,471 6,753 — 11,078 Accounts payable and accrued liabilities 14,683 199,784 46,111 6,631 267,209 Liabilities of discontinued operations held for sale — 47,426 37,024 — 84,450 Liabilities of discontinued operations — — 8,342 — 8,342 Total Current Liabilities 17,537 248,681 98,230 6,631 371,079 LONG-TERM DEBT, net 903,609 6,044 58,427 — 968,080 INTERCOMPANY PAYABLES 84,068 1,259,413 854,518 (2,197,999 ) — OTHER LIABILITIES 48,424 76,036 14,135 (6,058 ) 132,537 LIABILITIES OF DISCONTINUED OPERATIONS HELD FOR SALE — — — — — LIABILITIES OF DISCONTINUED OPERATIONS NOT HELD FOR SALE — — 3,037 — 3,037 Total Liabilities 1,053,638 1,590,174 1,028,347 (2,197,426 ) 1,474,733 SHAREHOLDERS’ EQUITY 398,808 1,420,648 1,989,233 (3,409,881 ) 398,808 Total Liabilities and Shareholders’ Equity 1,452,446 3,010,822 3,017,580 (5,607,307 ) 1,873,541 CONDENSED CONSOLIDATING BALANCE SHEETS At September 30, 2016 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CURRENT ASSETS Cash and equivalents $ 6,517 $ 27,692 $ 38,344 $ — $ 72,553 Accounts receivable, net of allowances — 157,738 32,243 (5,642 ) 184,339 Contract costs and recognized income not yet billed, net of progress payments — 126,959 2 — 126,961 Inventories, net — 217,143 44,174 — 261,317 Prepaid and other current assets 39,763 26,744 5,718 (48,796 ) 23,429 Assets of discontinued operations held for sale — 45,731 66,408 — 112,139 Assets of discontinued operations not held for sale — — 219 — 219 Total Current Assets 46,280 602,007 187,108 (54,438 ) 780,957 PROPERTY, PLANT AND EQUIPMENT, net 957 207,801 28,147 — 236,905 GOODWILL — 280,797 25,366 — 306,163 INTANGIBLE ASSETS, net 92 147,867 49,990 — 197,949 INTERCOMPANY RECEIVABLE 539,938 708,093 307,051 (1,555,082 ) — EQUITY INVESTMENTS IN SUBSIDIARIES 824,889 866,595 1,669,799 (3,361,283 ) — OTHER ASSETS 6,436 10,905 1,314 (11,086 ) 7,569 ASSETS OF DISCONTINUED OPERATIONS HELD FOR SALE — 100,094 150,491 — 250,585 ASSETS OF DISCONTINUED OPERATIONS NOT HELD FOR SALE — — 1,968 — 1,968 Total Assets $ 1,418,592 $ 2,924,159 $ 2,421,234 $ (4,981,889 ) $ 1,782,096 CURRENT LIABILITIES Notes payable and current portion of long-term debt $ 3,153 $ 1,408 $ 9,371 $ — $ 13,932 Accounts payable and accrued liabilities 65,750 176,912 29,212 (39,685 ) 232,189 Liabilities of discontinued operations held for sale — 26,643 43,815 — 70,458 Liabilities of discontinued operations not held for sale — — 1,684 — 1,684 Total Current Liabilities 68,903 204,963 84,082 (39,685 ) 318,263 LONG-TERM DEBT, net 848,588 7,366 40,992 — 896,946 INTERCOMPANY PAYABLES 57,648 732,955 725,900 (1,516,503 ) — OTHER LIABILITIES 32,506 102,666 19,777 (31,786 ) 123,163 LIABILITIES OF DISCONTINUED OPERATIONS HELD FOR SALE — 23,331 7,740 — 31,071 LIABILITIES OF DISCONTINUED OPERATIONS NOT HELD FOR SALE — — 1,706 — 1,706 Total Liabilities 1,007,645 1,071,281 880,197 (1,587,974 ) 1,371,149 SHAREHOLDERS’ EQUITY 410,947 1,852,878 1,541,037 (3,393,915 ) 410,947 Total Liabilities and Shareholders’ Equity $ 1,418,592 $ 2,924,159 $ 2,421,234 $ (4,981,889 ) $ 1,782,096 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Year Ended September 30, 2017 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 1,284,189 $ 270,520 $ (29,712 ) $ 1,524,997 Cost of goods and services — 966,293 181,634 (31,046 ) 1,116,881 Gross profit — 317,896 88,886 1,334 408,116 Selling, general and administrative expenses 42,273 232,720 64,466 (370 ) 339,089 Restructuring and other related charges — — — — — Total operating expenses 42,273 232,720 64,466 (370 ) 339,089 Income (loss) from operations (42,273 ) 85,176 24,420 1,704 69,027 Other income (expense) Interest income (expense), net (13,804 ) (24,242 ) (13,403 ) — (51,449 ) Other, net 59 1,395 (630 ) (1,704 ) (880 ) Total other income (expense) (13,745 ) (22,847 ) (14,033 ) (1,704 ) (52,329 ) Income (loss) before taxes from continuing operations (56,018 ) 62,329 10,387 — 16,698 Provision (benefit) for income taxes (11,338 ) 24,560 (14,307 ) — (1,085 ) Income (loss) before equity in net income of subsidiaries (44,680 ) 37,769 24,694 — 17,783 Equity in net income (loss) of subsidiaries 59,592 (25,231 ) 37,770 (72,131 ) — Income (loss) from continuing operations 14,912 12,538 62,464 (72,131 ) 17,783 Income from operations of discontinued businesses — 16,827 5,449 — 22,276 Provision (benefit) from income taxes — 4,476 20,671 — 25,147 Loss from discontinued operations — 12,351 (15,222 ) — (2,871 ) Net income (loss) $ 14,912 $ 24,889 $ 47,242 $ (72,131 ) $ 14,912 Comprehensive income (loss) $ 35,672 $ 35,575 $ 38,337 $ (73,912 ) $ 35,672 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Year Ended September 30, 2016 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 1,277,241 $ 228,350 $ (28,556 ) $ 1,477,035 Cost of goods and services — 952,296 154,181 (30,135 ) 1,076,342 Gross profit — 324,945 74,169 1,579 400,693 Selling, general and administrative expenses 26,427 228,961 63,335 (370 ) 318,353 Restructuring and other related charges — 1,299 (1,299 ) — — Total operating expenses 26,427 230,260 62,036 (370 ) 318,353 Income (loss) from operations (26,427 ) 94,685 12,133 1,949 82,340 Other income (expense) Interest income (expense), net (12,549 ) (24,050 ) (13,278 ) — (49,877 ) Other, net 337 1,862 (500 ) (1,949 ) (250 ) Total other income (expense) (12,212 ) (22,188 ) (13,778 ) (1,949 ) (50,127 ) Income (loss) before taxes (38,639 ) 72,497 (1,645 ) — 32,213 Provision (benefit) for income taxes 4,964 29,445 (21,977 ) — 12,432 Income (loss) before equity in net income of subsidiaries (43,603 ) 43,052 20,332 — 19,781 Equity in net income (loss) of subsidiaries 73,613 (2,858 ) 43,052 (113,807 ) — Income (loss) from continuing operations $ 30,010 $ 40,194 $ 63,384 $ (113,807 ) $ 19,781 Income from operations of discontinued businesses — 15,625 5,327 — 20,952 Provision (benefit) from income taxes — 4,720 6,003 — 10,723 Income (loss) from discontinued operations — 10,905 (676 ) — 10,229 Net income (loss) $ 30,010 $ 51,099 $ 62,708 $ (113,807 ) $ 30,010 Comprehensive income (loss) $ 39,957 $ 44,391 $ 90,560 $ (134,951 ) $ 39,957 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 $ — $ 1,265,201 $ 258,733 $ (40,643 ) $ 1,483,291 Cost of goods and services — 957,461 175,449 (41,966 ) 1,090,944 Gross profit — 307,740 83,284 1,323 392,347 Selling, general and administrative expenses 22,637 236,777 66,391 (370 ) 325,435 Income (loss) from operations (22,637 ) 70,963 16,893 1,693 66,912 Other income (expense) Interest income (expense), net (8,741 ) (24,322 ) (14,452 ) — (47,515 ) Other, net 438 1,847 (923 ) (1,693 ) (331 ) Total other income (expense) (8,303 ) (22,475 ) (15,375 ) (1,693 ) (47,846 ) Income (loss) before taxes (30,940 ) 48,486 1,520 — 19,066 Provision (benefit) for income taxes (31,241 ) 21,408 16,605 — 6,772 Income (loss) before equity in net income of subsidiaries 301 27,078 (15,085 ) — 12,294 Equity in net income (loss) of subsidiaries 33,987 (38,487 ) 27,078 (22,578 ) — Income (loss) from continuing operations 34,288 (11,409 ) 11,993 (22,578 ) 12,294 Income (loss) from operations of discontinued businesses 2 33,175 1,393 — 34,570 Provision (benefit) from income taxes 1 11,890 684 — 12,575 Income (loss) from discontinued operations 1 21,285 709 — 21,995 Net Income (loss) $ 34,289 $ 9,876 $ 12,702 $ (22,578 ) $ 34,289 Comprehensive income (loss) $ (26,835 ) $ (14,316 ) $ (21,980 ) $ 36,296 $ (26,835 ) CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Year Ended September 30, 2017 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 14,912 $ 24,889 $ 47,242 $ (72,131 ) $ 14,912 Net (income) loss from discontinued operations — (12,351 ) 15,222 — 2,871 Net cash provided by operating activities (10,771 ) 56,320 3,602 — 49,151 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (15 ) (27,902 ) (7,020 ) — (34,937 ) Acquired business, net of cash acquired — — (34,719 ) — (34,719 ) Purchase of securities (1,824 ) — — — (1,824 ) Proceeds from sale of property, plant and equipment — 144 (1 ) — 143 Net cash used in investing activities (1,839 ) (27,758 ) (41,740 ) — (71,337 ) CASH FLOWS FROM FINANCING ACTIVITIES: Purchase of shares for treasury (15,841 ) — — — (15,841 ) Proceeds from long-term debt 201,124 — 32,319 — 233,443 Payments of long-term debt (149,109 ) (1,282 ) (20,063 ) — (170,454 ) Share premium payment on settled debt (24,997 ) — — — (24,997 ) Change in short-term borrowings — — — — — Financing costs (1,548 ) — — — (1,548 ) Purchase of ESOP shares (10,908 ) — — — (10,908 ) Dividends paid (10,325 ) — — — (10,325 ) Other, net 20,937 (34,806 ) 13,799 — (70 ) Net cash used in financing activities 9,333 (36,088 ) 26,055 — (700 ) CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash provided by (used in) discontinued operations — (12,100 ) 9,950 — (2,150 ) Effect of exchange rate changes on cash and equivalents — — 164 — 164 NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS (3,277 ) (19,626 ) (1,969 ) — (24,872 ) CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 6,517 27,692 38,344 — 72,553 CASH AND EQUIVALENTS AT END OF PERIOD $ 3,240 $ 8,066 $ 36,375 $ — $ 47,681 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Year Ended September 30, 2016 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 30,010 $ 51,099 $ 62,708 $ (113,807 ) $ 30,010 Net income (loss) from discontinued operations — 10,905 (676 ) — 10,229 Net cash provided by (used in) operating activities (11,879 ) 87,252 4,745 — 80,118 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (259 ) (62,176 ) 3,159 — (59,276 ) Intercompany distributions — (2,726 ) (1,744 ) — (4,470 ) Proceeds from sale of property, plant and equipment — 763 7 — 770 Investment purchases 715 — — — 715 Net cash provided by (used in) investing activities 456 (64,139 ) 1,422 — (62,261 ) CASH FLOWS FROM FINANCING ACTIVITIES: Purchase of shares for treasury (65,307 ) — — — (65,307 ) Proceeds from long-term debt 271,340 2,311 28,711 — 302,362 Payments of long-term debt (177,513 ) (1,237 ) (29,764 ) — (208,514 ) Change in short-term borrowings — — — — — Financing costs (4,277 ) — (107 ) — (4,384 ) Tax effect from exercise/vesting of equity awards, net — — — — — Dividends paid (8,798 ) — — — (8,798 ) Other, net 55 (1,926 ) 1,926 — 55 Net cash provided by (used in) financing activities 15,500 (852 ) 766 — 15,414 CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash provided by (used in) discontinued operations — (5,241 ) (8,364 ) — (13,605 ) Effect of exchange rate changes on cash and equivalents — — 886 — 886 NET DECREASE IN CASH AND EQUIVALENTS 4,077 17,020 (545 ) — 20,552 CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 2,440 10,672 38,889 — 52,001 CASH AND EQUIVALENTS AT END OF PERIOD $ 6,517 $ 27,692 $ 38,344 $ — $ 72,553 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 $ 9,876 $ 12,702 $ (22,578 ) $ 34,289 Net (income) loss from discontinued operations (1 ) (21,285 ) (709 ) — (21,995 ) Net cash provided by (used in) operating activities 59,245 11,686 (39,075 ) — 31,856 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (274 ) (27,281 ) (18,753 ) — (46,308 ) Acquired business, net of cash acquired — (2,225 ) — — (2,225 ) Intercompany distributions — — — — — Investment sales 8,891 — — — 8,891 Proceeds from sale of property, plant and equipment — 141 62 — 203 Net cash provided by (used in) investing activities 8,617 (29,365 ) (18,691 ) — (39,439 ) 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 65,120 — 203,216 Payments of long-term debt (116,702 ) (364 ) (70,669 ) — (187,735 ) Change in short-term borrowings — — — — — Financing costs (615 ) (196 ) (77 ) — (888 ) Tax effect from exercise/vesting of equity awards, net 345 — — — 345 Dividends paid 2,346 (10,000 ) — — (7,654 ) Other, net 347 6,341 (6,341 ) — 347 Net cash provided by (used in) financing activities (71,751 ) 9,377 (11,967 ) — (74,341 ) CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash used in discontinued operations — 5,139 40,533 — 45,672 Effect of exchange rate changes on cash and equivalents — — (4,152 ) — (4,152 ) NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS (3,889 ) (3,163 ) (33,352 ) — (40,404 ) CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 6,329 13,835 72,241 — 92,405 CASH AND EQUIVALENTS AT END OF PERIOD $ 2,440 $ 10,672 $ 38,889 $ — $ 52,001 |