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., Telephonics Corporation, The AMES Companies, Inc., ATT Southern, Inc., Clopay Ames True Temper Holding, Corp., ClosetMaid, LLC, CornellCookson, LLC and Cornell Real Estate Holdings, LLC. 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, 2018 and 2017, and for the years ended September 30, 2018 , 2017 and 2016. 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, 2018 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CURRENT ASSETS Cash and equivalents $ 15,976 $ 16,353 $ 37,429 $ — $ 69,758 Accounts receivable, net of allowances — 234,885 69,729 (24,105 ) 280,509 Contract costs and recognized income not yet billed, net of progress payments — 121,393 410 — 121,803 Inventories — 332,067 66,373 (81 ) 398,359 Prepaid and other current assets 12,179 21,313 6,168 2,461 42,121 Assets of discontinued operations not held for sale — — 324 — 324 Total Current Assets 28,155 726,011 180,433 (21,725 ) 912,874 PROPERTY, PLANT AND EQUIPMENT, net 936 299,920 41,636 — 342,492 GOODWILL 6,646 361,507 71,242 — 439,395 INTANGIBLE ASSETS, net 93 293,093 77,672 — 370,858 INTERCOMPANY RECEIVABLE 56,396 314,394 (121,445 ) (249,345 ) — EQUITY INVESTMENTS IN SUBSIDIARIES 1,528,932 968,330 3,347,894 (5,845,156 ) — OTHER ASSETS 8,651 15,942 374 (8,612 ) 16,355 ASSETS OF DISCONTINUED OPERATIONS NOT HELD FOR SALE — — 2,916 — 2,916 Total Assets $ 1,629,809 $ 2,979,197 $ 3,600,722 $ (6,124,838 ) $ 2,084,890 CURRENT LIABILITIES Notes payable and current portion of long-term debt $ 2,276 $ 3,398 $ 7,337 $ — $ 13,011 Accounts payable and accrued liabilities 26,639 303,154 59,531 (16,474 ) 372,850 Liabilities of discontinued operations not held for sale — (22,327 ) 29,537 — 7,210 Total Current Liabilities 28,915 284,225 96,405 (16,474 ) 393,071 LONG-TERM DEBT, net 1,044,071 6,110 57,890 — 1,108,071 INTERCOMPANY PAYABLES 66,058 (77,760 ) 263,227 (251,525 ) — OTHER LIABILITIES 16,374 73,391 20,592 (3,647 ) 106,710 LIABILITIES OF DISCONTINUED OPERATIONS NOT HELD FOR SALE — — 2,647 — 2,647 Total Liabilities 1,155,418 285,966 440,761 (271,646 ) 1,610,499 SHAREHOLDERS’ EQUITY 474,391 2,693,231 3,159,961 (5,853,192 ) 474,391 Total Liabilities and Shareholders’ Equity $ 1,629,809 $ 2,979,197 $ 3,600,722 $ (6,124,838 ) $ 2,084,890 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 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 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 STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Year Ended September 30, 2018 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 1,638,792 $ 367,149 $ (28,023 ) $ 1,977,918 Cost of goods and services — 1,232,019 245,687 (29,348 ) 1,448,358 Gross profit — 406,773 121,462 1,325 529,560 Selling, general and administrative expenses 38,691 303,856 90,933 (370 ) 433,110 Income (loss) from operations (38,691 ) 102,917 30,529 1,695 96,450 Other income (expense) Interest income (expense), net (23,911 ) (31,913 ) (8,047 ) — (63,871 ) Other, net (6,515 ) 120,670 (111,187 ) (1,737 ) 1,231 Total other income (expense) (30,426 ) 88,757 (119,234 ) (1,737 ) (62,640 ) Income (loss) before taxes (69,117 ) 191,674 (88,705 ) (42 ) 33,810 Provision (benefit) for income taxes (17,692 ) 9,546 8,743 (42 ) 555 Income (loss) before equity in net income of subsidiaries (51,425 ) 182,128 (97,448 ) — 33,255 Equity in net income (loss) of subsidiaries 177,103 (151,864 ) 182,128 (207,367 ) — Income (loss) from continuing operations 125,678 30,264 84,680 (207,367 ) 33,255 Income (loss) from operations of discontinued businesses — 119,981 — — 119,981 Provision (benefit) from income taxes — 27,558 — — 27,558 Income (loss) from discontinued operations — 92,423 — — 92,423 Net Income (loss) $ 125,678 $ 122,687 $ 84,680 $ (207,367 ) $ 125,678 Comprehensive income (loss) $ 152,047 $ 143,936 $ 81,389 $ (225,325 ) $ 152,047 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 CASH FLOWS For the Year Ended September 30, 2018 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 125,678 $ 122,687 $ 84,680 $ (207,367 ) $ 125,678 Net (income) loss from discontinued operations — (92,423 ) — — (92,423 ) Net cash provided by (used in) operating activities 389,671 (405,174 ) 108,981 (27,032 ) 66,446 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (544 ) (41,531 ) (8,063 ) — (50,138 ) Acquired business, net of cash acquired (368,936 ) (4,843 ) (57,153 ) — (430,932 ) Intercompany distributions — — — — — Proceeds from sale of business — 474,727 — — 474,727 Proceeds from sale of assets — 62 601 — 663 Net cash provided by (used in) investing activities (369,480 ) 428,415 (64,615 ) — (5,680 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock — — — — — Purchase of shares for treasury (45,605 ) — — — (45,605 ) Proceeds from long-term debt 411,623 2,125 29,310 — 443,058 Payments of long-term debt (269,478 ) (5,403 ) (26,112 ) — (300,993 ) Change in short-term borrowings — 144 — — 144 Financing costs (7,793 ) — — — (7,793 ) Tax effect from exercise/vesting of equity awards, net — — — — — Dividends paid (49,797 ) — — — (49,797 ) Other, net (46,405 ) 4,733 14,691 27,032 51 Net cash provided by (used in) financing activities (7,455 ) 1,599 17,889 27,032 39,065 CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash used in discontinued operations — (16,394 ) (62,533 ) — (78,927 ) Effect of exchange rate changes on cash and equivalents — (159 ) 1,332 — 1,173 NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS 12,736 8,287 1,054 — 22,077 CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 3,240 8,066 36,375 — 47,681 CASH AND EQUIVALENTS AT END OF PERIOD $ 15,976 $ 16,353 $ 37,429 $ — $ 69,758 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 |