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 LLC, 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, presented below are condensed consolidating financial information as of March 31, 2019 and September 30, 2018 and for the three months ended March 31, 2019 and 2018 . 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% At March 31, 2019 ($ in thousands) Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CURRENT ASSETS Cash and equivalents $ 5,067 $ 31,858 $ 21,054 $ — $ 57,979 Accounts receivable, net of allowances — 288,362 55,687 — 344,049 Contract costs and recognized income not yet billed, net of progress payments — 82,811 1,093 — 83,904 Inventories, net — 389,223 67,835 13 457,071 Prepaid and other current assets 17,735 19,910 5,761 2,372 45,778 Assets of discontinued operations — — 324 — 324 Total Current Assets 22,802 812,164 151,754 2,385 989,105 PROPERTY, PLANT AND EQUIPMENT, net 1,005 291,449 40,398 — 332,852 GOODWILL — 394,056 45,062 — 439,118 INTANGIBLE ASSETS, net 93 278,055 86,592 — 364,740 INTERCOMPANY RECEIVABLE 122,555 679,010 66,931 (868,496 ) — EQUITY INVESTMENTS IN SUBSIDIARIES 1,552,035 512,201 3,045,503 (5,109,739 ) — OTHER ASSETS 7,180 16,774 (2,079 ) (6,683 ) 15,192 ASSETS OF DISCONTINUED OPERATIONS — — 2,901 — 2,901 Total Assets $ 1,705,670 $ 2,983,709 $ 3,437,062 $ (5,982,533 ) $ 2,143,908 CURRENT LIABILITIES Notes payable and current portion of long-term debt $ — $ 3,495 $ 7,312 $ — $ 10,807 Accounts payable and accrued liabilities 17,409 292,428 31,439 2,444 343,720 Liabilities of discontinued operations — — 11,657 — 11,657 Total Current Liabilities 17,409 295,923 50,408 2,444 366,184 LONG-TERM DEBT, net 1,146,231 4,378 55,586 — 1,206,195 INTERCOMPANY PAYABLES 56,415 381,703 421,184 (859,302 ) — OTHER LIABILITIES 11,331 69,856 17,401 (3,650 ) 94,938 LIABILITIES OF DISCONTINUED OPERATIONS — — 2,307 — 2,307 Total Liabilities 1,231,386 751,860 546,886 (860,508 ) 1,669,624 SHAREHOLDERS’ EQUITY 474,284 2,231,849 2,890,176 (5,122,025 ) 474,284 Total Liabilities and Shareholders’ Equity $ 1,705,670 $ 2,983,709 $ 3,437,062 $ (5,982,533 ) $ 2,143,908 At September 30, 2018 ($ in thousands) Parent Guarantor Non-Guarantor 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, net — 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 — — 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 — — 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 — (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 — — 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 For the Three Months Ended March 31, 2019 ($ in thousands) Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 462,739 $ 94,285 $ (7,391 ) $ 549,633 Cost of goods and services — 354,382 65,516 (7,769 ) 412,129 Gross profit — 108,357 28,769 378 137,504 Selling, general and administrative expenses 5,249 84,813 21,409 312 111,783 Income (loss) from operations (5,249 ) 23,544 7,360 66 25,721 Other income (expense) Interest income (expense), net (7,328 ) (9,128 ) (849 ) — (17,305 ) Other, net (473 ) 1,129 676 (64 ) 1,268 Total other income (expense) (7,801 ) (7,999 ) (173 ) (64 ) (16,037 ) Income (loss) before taxes (13,050 ) 15,545 7,187 2 9,684 Provision (benefit) for income taxes (4,242 ) 5,292 2,142 2 3,194 Income (loss) before equity in net income of subsidiaries (8,808 ) 10,253 5,045 — 6,490 Equity in net income (loss) of subsidiaries 7,652 11,646 10,253 (29,551 ) — Income from continuing operations $ (1,156 ) $ 21,899 $ 15,298 $ (29,551 ) $ 6,490 Income from operations of discontinued businesses — — (11,000 ) — (11,000 ) Provision from income taxes — — (3,354 ) — (3,354 ) Income from discontinued operations — — (7,646 ) — (7,646 ) Net Income (loss) $ (1,156 ) $ 21,899 $ 7,652 $ (29,551 ) $ (1,156 ) Comprehensive income (loss) $ 1,724 $ 5,448 $ 8,736 $ (14,184 ) $ 1,724 For the Three Months Ended March 31, 2018 ($ in thousands) Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 397,759 $ 89,910 $ (9,109 ) $ 478,560 Cost of goods and services — 305,919 60,627 (9,365 ) 357,181 Gross profit — 91,840 29,283 256 121,379 Selling, general and administrative expenses 5,438 65,871 33,277 (93 ) 104,493 Income (loss) from operations (5,438 ) 25,969 (3,994 ) 349 16,886 Other income (expense) Interest income (expense), net (5,961 ) (8,013 ) (2,070 ) — (16,044 ) Other, net 697 12,149 (10,038 ) (462 ) 2,346 Total other income (expense) (5,264 ) 4,136 (12,108 ) (462 ) (13,698 ) Income (loss) before taxes (10,702 ) 30,105 (16,102 ) (113 ) 3,188 Provision (benefit) for income taxes (10,168 ) (10,037 ) (6,202 ) 27,644 1,237 Income (loss) before equity in net income of subsidiaries (534 ) 40,142 (9,900 ) (27,757 ) 1,951 Equity in net income (loss) of subsidiaries 90,814 (59,707 ) 40,140 (71,247 ) — Income (loss) from continuing operations 90,280 (19,565 ) 30,240 (99,004 ) 1,951 Income from operation of discontinued businesses — (8,423 ) 121,799 — 113,376 Provision (benefit) from income taxes — 859 24,188 — 25,047 Income (loss) from discontinued operations — (9,282 ) 97,611 — 88,329 Net Income (loss) $ 90,280 $ (28,847 ) $ 127,851 $ (99,004 ) $ 90,280 Comprehensive income (loss) $ 110,681 $ 1,444 $ 123,670 $ (125,114 ) $ 110,681 For the Six Months Ended March 31, 2019 ($ in thousands) Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 7,597 $ 38,703 $ 24,499 $ (63,202 ) $ 7,597 Net (income) loss from discontinued operations — — 7,646 — 7,646 Net cash provided by (used in) operating activities: (77,881 ) 24,130 (1,255 ) — (55,006 ) CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (210 ) (14,071 ) (3,137 ) — (17,418 ) Acquired businesses, net of cash acquired (9,219 ) — — — (9,219 ) Investment purchases (149 ) — — — (149 ) Insurance proceeds (payments) (10,604 ) — — — (10,604 ) Proceeds from sale of assets — 36 26 — 62 Net cash provided by investing activities (20,182 ) (14,035 ) (3,111 ) — (37,328 ) CASH FLOWS FROM FINANCING ACTIVITIES: Purchase of shares for treasury (1,478 ) — — — (1,478 ) Proceeds from long-term debt 130,484 76 12,541 — 143,101 Payments of long-term debt (32,419 ) (1,724 ) (14,026 ) — (48,169 ) Financing costs (945 ) — — — (945 ) Contingent consideration for acquired businesses — — (1,686 ) — (1,686 ) Dividends paid (6,847 ) — — — (6,847 ) Other, net (1,641 ) 7,150 (5,426 ) — 83 Net cash provided by (used in) financing activities 87,154 5,502 (8,597 ) — 84,059 CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash used in discontinued operations — — (3,438 ) — (3,438 ) Effect of exchange rate changes on cash and equivalents — (92 ) 26 — (66 ) NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS (10,909 ) 15,505 (16,375 ) — (11,779 ) CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 15,976 16,353 37,429 — 69,758 CASH AND EQUIVALENTS AT END OF PERIOD $ 5,067 $ 31,858 $ 21,054 $ — $ 57,979 For the Six Months Ended March 31, 2018 ($ in thousands) Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 121,269 $ (19,529 ) $ 142,905 $ (123,376 ) $ 121,269 Net (income) loss from discontinued operations — 4,921 (101,408 ) — (96,487 ) Net cash provided by (used in) operating activities: 275,619 (360,855 ) 38,136 — (47,100 ) CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (331 ) (16,208 ) (5,089 ) — (21,628 ) Acquired businesses, net of cash acquired (185,729 ) (5,076 ) (55,425 ) — (246,230 ) Proceeds from sale of business — 473,977 — — 473,977 Insurance proceeds (payments) 8,254 — — — 8,254 Proceeds from sale of assets — 21 433 — 454 Net cash provided by (used in) investing activities (177,806 ) 452,714 (60,081 ) — 214,827 CASH FLOWS FROM FINANCING ACTIVITIES: Purchase of shares for treasury (32,861 ) — — — (32,861 ) Proceeds from long-term debt 342,161 2,195 3,542 — 347,898 Payments of long-term debt (197,322 ) (1,613 ) (31,006 ) — (229,941 ) Financing costs (7,451 ) — — — (7,451 ) Dividends paid (5,872 ) — — — (5,872 ) Other, net (22,279 ) (40,668 ) 63,073 — 126 Net cash provided by (used in) financing activities 76,376 (40,086 ) 35,609 — 71,899 CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash used in discontinued operations — (36,875 ) (11,508 ) — (48,383 ) Effect of exchange rate changes on cash and equivalents — (27 ) (2,441 ) — (2,468 ) NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS 174,189 14,871 (285 ) — 188,775 CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 3,240 8,066 36,375 — 47,681 CASH AND EQUIVALENTS AT END OF PERIOD $ 177,429 $ 22,937 $ 36,090 $ — $ 236,456 |