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 June 30, 2019 and September 30, 2018 and for the three and nine months ended June 30, 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% CONDENSED CONSOLIDATING BALANCE SHEETS At June 30, 2019 ($ in thousands) Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CURRENT ASSETS Cash and equivalents $ 15,350 $ 20,477 $ 22,285 $ — $ 58,112 Accounts receivable, net of allowances — 267,210 55,100 — 322,310 Contract costs and recognized income not yet billed, net of progress payments — 89,862 963 — 90,825 Inventories, net — 371,592 65,560 (267 ) 436,885 Prepaid and other current assets 19,961 23,583 6,970 2,384 52,898 Assets of discontinued operations — — 323 — 323 Total Current Assets 35,311 772,724 151,201 2,117 961,353 PROPERTY, PLANT AND EQUIPMENT, net 966 290,869 39,510 — 331,345 GOODWILL — 394,131 44,286 — 438,417 INTANGIBLE ASSETS, net 93 276,252 84,904 — 361,249 INTERCOMPANY RECEIVABLE 110,797 914,366 65,131 (1,090,294 ) — EQUITY INVESTMENTS IN SUBSIDIARIES 1,575,766 523,262 3,063,638 (5,162,666 ) — OTHER ASSETS 7,389 17,495 (2,157 ) (6,527 ) 16,200 ASSETS OF DISCONTINUED OPERATIONS — — 2,895 — 2,895 Total Assets $ 1,730,322 $ 3,189,099 $ 3,449,408 $ (6,257,370 ) $ 2,111,459 CURRENT LIABILITIES Notes payable and current portion of long-term debt $ — $ 3,547 $ 7,337 $ — $ 10,884 Accounts payable and accrued liabilities 59,575 246,990 46,162 966 353,693 Liabilities of discontinued operations — — 2,653 — 2,653 Total Current Liabilities 59,575 250,537 56,152 966 367,230 LONG-TERM DEBT, net 1,112,182 3,491 43,948 — 1,159,621 INTERCOMPANY PAYABLES 58,361 615,658 422,227 (1,096,246 ) — OTHER LIABILITIES 12,039 68,312 11,389 2,408 94,148 LIABILITIES OF DISCONTINUED OPERATIONS — — 2,295 — 2,295 Total Liabilities 1,242,157 937,998 536,011 (1,092,872 ) 1,623,294 SHAREHOLDERS’ EQUITY 488,165 2,251,101 2,913,397 (5,164,498 ) 488,165 Total Liabilities and Shareholders’ Equity $ 1,730,322 $ 3,189,099 $ 3,449,408 $ (6,257,370 ) $ 2,111,459 CONDENSED CONSOLIDATING BALANCE SHEETS 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 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Three Months Ended June 30, 2019 ($ in thousands) Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 470,228 $ 118,694 $ (13,952 ) $ 574,970 Cost of goods and services — 350,197 84,568 (14,278 ) 420,487 Gross profit — 120,031 34,126 326 154,483 Selling, general and administrative expenses 5,342 85,885 27,252 (490 ) 117,989 Income (loss) from operations (5,342 ) 34,146 6,874 816 36,494 Other income (expense) Interest income (expense), net (7,171 ) (9,048 ) (868 ) — (17,087 ) Other, net 4,963 (15,918 ) 12,762 (828 ) 979 Total other income (expense) (2,208 ) (24,966 ) 11,894 (828 ) (16,108 ) Income (loss) before taxes (7,550 ) 9,180 18,768 (12 ) 20,386 Provision (benefit) for income taxes (4,815 ) 9,124 1,961 (12 ) 6,258 Income (loss) before equity in net income of subsidiaries (2,735 ) 56 16,807 — 14,128 Equity in net income (loss) of subsidiaries 16,330 15,641 56 (32,027 ) — Income (loss) from continuing operations $ 13,595 $ 15,697 $ 16,863 $ (32,027 ) $ 14,128 Income (loss) from operations of discontinued businesses — — — — — Provision (benefit) from income taxes — — 533 — 533 Income (loss) from discontinued operations — — (533 ) — (533 ) Net Income (loss) $ 13,595 $ 15,697 $ 16,330 $ (32,027 ) $ 13,595 Comprehensive income (loss) $ 12,560 $ (597 ) $ 32,624 $ (32,027 ) $ 12,560 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Three Months Ended June 30, 2018 ($ in thousands) Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 431,997 $ 90,285 $ (5,732 ) $ 516,550 Cost of goods and services — 323,091 60,719 (5,942 ) 377,868 Gross profit — 108,906 29,566 210 138,682 Selling, general and administrative expenses 14,383 78,865 21,956 (92 ) 115,112 Income (loss) from operations (14,383 ) 30,041 7,610 302 23,570 Other income (expense) Interest income (expense), net (5,891 ) (2,282 ) (7,623 ) — (15,796 ) Other, net (528 ) (8,496 ) 10,481 (229 ) 1,228 Total other income (expense) (6,419 ) (10,778 ) 2,858 (229 ) (14,568 ) Income (loss) before taxes (20,802 ) 19,263 10,468 73 9,002 Provision (benefit) for income taxes (4,741 ) 21,046 12,939 (27,684 ) 1,560 Income (loss) before equity in net income of subsidiaries (16,061 ) (1,783 ) (2,471 ) 27,757 7,442 Equity in net income (loss) of subsidiaries 21,888 (5,657 ) (2,016 ) (14,215 ) — Income (loss) from continuing operations 5,827 (7,440 ) (4,487 ) 13,542 7,442 Income (loss) from operation of discontinued businesses — (200 ) — — (200 ) Provision (benefit) from income taxes — 1,415 — — 1,415 Income (loss) from discontinued operations — (1,615 ) — — (1,615 ) Net Income (loss) $ 5,827 $ (9,055 ) $ (4,487 ) $ 13,542 $ 5,827 Comprehensive income (loss) $ (2,978 ) $ 433 $ (14,092 ) $ 13,659 $ (2,978 ) CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Nine Months Ended June 30, 2019 ($ in thousands) Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 21,192 $ 54,400 $ 40,829 $ (95,229 ) $ 21,192 Net (income) loss from discontinued operations — — 8,179 — 8,179 Net cash provided by (used in) operating activities: (20,805 ) 24,179 11,608 — 14,982 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (247 ) (23,221 ) (4,326 ) — (27,794 ) Acquired businesses, net of cash acquired (9,219 ) — — — (9,219 ) Investment purchases (149 ) — — — (149 ) Proceeds (payments) from sale of business (9,500 ) — — — (9,500 ) Insurance proceeds (payments) (10,604 ) — — — (10,604 ) Proceeds from sale of assets — 79 25 — 104 Net cash provided by (used in) investing activities (29,719 ) (23,142 ) (4,301 ) — (57,162 ) CASH FLOWS FROM FINANCING ACTIVITIES: Purchase of shares for treasury (1,478 ) — — — (1,478 ) Proceeds from long-term debt 138,541 116 18,143 — 156,800 Payments of long-term debt (75,694 ) (2,605 ) (29,961 ) — (108,260 ) Financing costs (1,012 ) — — — (1,012 ) Contingent consideration for acquired businesses — — (1,686 ) — (1,686 ) Dividends paid (10,262 ) — — — (10,262 ) Other, net (197 ) 5,694 (5,694 ) — (197 ) Net cash provided by (used in) financing activities 49,898 3,205 (19,198 ) — 33,905 CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash provided by (used) in discontinued operations — — (3,874 ) — (3,874 ) Effect of exchange rate changes on cash and equivalents — (118 ) 621 — 503 NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS (626 ) 4,124 (15,144 ) — (11,646 ) CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 15,976 16,353 37,429 — 69,758 CASH AND EQUIVALENTS AT END OF PERIOD $ 15,350 $ 20,477 $ 22,285 $ — $ 58,112 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Nine Months Ended June 30, 2018 ($ in thousands) Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 127,096 $ 55,125 $ 54,709 $ (109,834 ) $ 127,096 Net (income) loss from discontinued operations — (77,172 ) (17,700 ) — (94,872 ) Net cash provided by (used in) operating activities: 300,739 (536,544 ) 230,342 — (5,463 ) CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (455 ) (27,229 ) (5,464 ) — (33,148 ) Acquired businesses, net of cash acquired (368,937 ) (4,490 ) (56,118 ) — (429,545 ) Proceeds from sale of business — 473,977 — — 473,977 Insurance proceeds (payments) 8,254 — — — 8,254 Proceeds from sale of assets — 46 436 — 482 Net cash provided by (used in) investing activities (361,138 ) 442,304 (61,146 ) — 20,020 CASH FLOWS FROM FINANCING ACTIVITIES: Purchase of shares for treasury (45,588 ) — — — (45,588 ) Proceeds from long-term debt 411,718 2,232 5,695 — 419,645 Payments of long-term debt (223,998 ) (4,564 ) (33,469 ) — (262,031 ) Financing costs (7,671 ) — — — (7,671 ) Dividends paid (46,816 ) — — — (46,816 ) Other, net (21,897 ) (20,205 ) 42,241 — 139 Net cash provided by (used in) financing activities 65,748 (22,537 ) 14,467 — 57,678 CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash provided by (used in) discontinued operations — 127,312 (189,585 ) — (62,273 ) Effect of exchange rate changes on cash and equivalents — (131 ) 6,254 — 6,123 NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS 5,349 10,404 332 — 16,085 CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 3,240 8,066 36,375 — 47,681 CASH AND EQUIVALENTS AT END OF PERIOD $ 8,589 $ 18,470 $ 36,707 $ — $ 63,766 |