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 Corporation, Telephonics Corporation, The AMES Companies, Inc., ATT Southern LLC, Clopay Ames 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, 2019 and 2018, and for the years ended September 30, 2019 , 2018 and 2017. 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, 2019 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CURRENT ASSETS Cash and equivalents $ 1,649 $ 25,217 $ 45,511 $ — $ 72,377 Accounts receivable, net of allowances — 227,069 38,580 (1,199 ) 264,450 Contract costs and recognized income not yet billed, net of progress payments — 104,109 1,002 — 105,111 Inventories — 372,839 69,540 (258 ) 442,121 Prepaid and other current assets 8,238 25,754 6,951 (144 ) 40,799 Assets of discontinued operations — — 321 — 321 Total Current Assets 9,887 754,988 161,905 (1,601 ) 925,179 PROPERTY, PLANT AND EQUIPMENT, net 1,184 289,282 46,860 — 337,326 GOODWILL — 375,734 61,333 — 437,067 INTANGIBLE ASSETS, net 93 224,275 132,271 — 356,639 INTERCOMPANY RECEIVABLE 5,834 864,884 75,684 (946,402 ) — EQUITY INVESTMENTS IN SUBSIDIARIES 1,628,031 581,438 3,233,038 (5,442,507 ) — OTHER ASSETS 8,182 24,635 (2,352 ) (14,625 ) 15,840 ASSETS OF DISCONTINUED OPERATIONS — — 2,888 — 2,888 Total Assets $ 1,653,211 $ 3,115,236 $ 3,711,627 $ (6,405,135 ) $ 2,074,939 CURRENT LIABILITIES Notes payable and current portion of long-term debt $ — $ 3,075 $ 7,450 $ — $ 10,525 Accounts payable and accrued liabilities 41,796 266,411 68,390 (1,356 ) 375,241 Liabilities of discontinued operations — — 4,333 — 4,333 Total Current Liabilities 41,796 269,486 80,173 (1,356 ) 390,099 LONG-TERM DEBT, net 1,040,449 3,119 50,181 — 1,093,749 INTERCOMPANY PAYABLES 71,634 457,265 444,557 (973,456 ) — OTHER LIABILITIES 21,569 81,582 15,017 (8,171 ) 109,997 LIABILITIES OF DISCONTINUED OPERATIONS — — 3,331 — 3,331 Total Liabilities 1,175,448 811,452 593,259 (982,983 ) 1,597,176 SHAREHOLDERS’ EQUITY 477,763 2,303,784 3,118,368 (5,422,152 ) 477,763 Total Liabilities and Shareholders’ Equity $ 1,653,211 $ 3,115,236 $ 3,711,627 $ (6,405,135 ) $ 2,074,939 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, 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 Year Ended September 30, 2019 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 1,808,824 $ 437,542 $ (37,077 ) $ 2,209,289 Cost of goods and services — 1,341,868 310,707 (38,555 ) 1,614,020 Gross profit — 466,956 126,835 1,478 595,269 Selling, general and administrative expenses 22,566 340,147 97,661 (370 ) 460,004 Income (loss) from operations (22,566 ) 126,809 29,174 1,848 135,265 Other income (expense) Interest income (expense), net (27,883 ) (39,288 ) (89 ) — (67,260 ) Other, net (778 ) (16,653 ) 23,452 (1,848 ) 4,173 Total other income (expense) (28,661 ) (55,941 ) 23,363 (1,848 ) (63,087 ) Income (loss) before taxes (51,227 ) 70,868 52,537 — 72,178 Provision (benefit) for income taxes (7,425 ) 20,534 13,447 — 26,556 Income (loss) before equity in net income of subsidiaries (43,802 ) 50,334 39,090 — 45,622 Equity in net income (loss) of subsidiaries 81,089 44,303 50,334 (175,726 ) — Income (loss) from continuing operations $ 37,287 $ 94,637 $ 89,424 $ (175,726 ) $ 45,622 Income from operations of discontinued businesses — — (11,050 ) — (11,050 ) Provision (benefit) from income taxes — — (2,715 ) — (2,715 ) Income (loss) from discontinued operations — — (8,335 ) — (8,335 ) Net income (loss) $ 37,287 $ 94,637 $ 81,089 $ (175,726 ) $ 37,287 Comprehensive income (loss) $ 5,483 $ 87,851 $ 87,875 $ (175,726 ) $ 5,483 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 — 1,232,398 245,687 (29,348 ) 1,448,737 Gross profit — 406,394 121,462 1,325 529,181 Selling, general and administrative expenses 37,540 308,338 90,872 (370 ) 436,380 Income (loss) from operations (37,540 ) 98,056 30,590 1,695 92,801 Other income (expense) Interest income (expense), net (23,911 ) (31,913 ) (8,047 ) — (63,871 ) Other, net (7,666 ) 125,531 (111,248 ) (1,737 ) 4,880 Total other income (expense) (31,577 ) 93,618 (119,295 ) (1,737 ) (58,991 ) 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 — 966,283 181,634 (31,046 ) 1,116,871 Gross profit — 317,906 88,886 1,334 408,126 Selling, general and administrative expenses 40,231 236,766 64,465 (370 ) 341,092 Income (loss) from operations (40,231 ) 81,140 24,421 1,704 67,034 Other income (expense) Interest income (expense), net (13,804 ) (24,242 ) (13,403 ) — (51,449 ) Other, net (1,983 ) 5,431 (631 ) (1,704 ) 1,113 Total other income (expense) (15,787 ) (18,811 ) (14,034 ) (1,704 ) (50,336 ) 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 CASH FLOWS For the Year Ended September 30, 2019 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 37,287 $ 94,637 $ 81,089 $ (175,726 ) $ 37,287 Net (income) loss from discontinued operations — — 8,335 — 8,335 Net cash provided by operating activities 42,159 41,992 29,807 — 113,958 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (542 ) (38,872 ) (5,947 ) — (45,361 ) Acquired business, net of cash acquired (9,219 ) — — — (9,219 ) Proceeds from sale of business (9,500 ) — — — (9,500 ) Insurance proceeds (10,604 ) — — — (10,604 ) Proceeds from sale of assets — 254 26 — 280 Investment purchases (149 ) — — — (149 ) Net cash used in investing activities (30,014 ) (38,618 ) (5,921 ) — (74,553 ) CASH FLOWS FROM FINANCING ACTIVITIES: Purchase of shares for treasury (1,478 ) — — — (1,478 ) Proceeds from long-term debt 163,297 — 38,451 — 201,748 Payments of long-term debt (173,345 ) (2,973 ) (41,930 ) — (218,248 ) Change in short-term borrowings — (366 ) — — (366 ) Financing costs (1,090 ) — — — (1,090 ) Acquisition costs — — (1,686 ) — (1,686 ) Dividends paid (13,676 ) — — — (13,676 ) Other, net (180 ) 8,830 (8,830 ) — (180 ) Net cash provided by (used in) financing activities (26,472 ) 5,491 (13,995 ) — (34,976 ) CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash used in discontinued operations — — (2,123 ) — (2,123 ) Effect of exchange rate changes on cash and equivalents — (1 ) 314 — 313 NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS (14,327 ) 8,864 8,082 — 2,619 CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 15,976 16,353 37,429 — 69,758 CASH AND EQUIVALENTS AT END OF PERIOD $ 1,649 $ 25,217 $ 45,511 $ — $ 72,377 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 381,417 (405,174 ) 108,981 (27,032 ) 58,192 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 ) Proceeds from sale of business — 474,727 — — 474,727 Insurance proceeds (payments) 8,254 — — — 8,254 Proceeds from sale of assets — 62 601 — 663 Net cash provided by (used in) investing activities (361,226 ) 428,415 (64,615 ) — 2,574 CASH FLOWS FROM FINANCING ACTIVITIES: 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 ) 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 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 (used in) 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 ) Investment purchases (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 ) 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 provided by (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 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 |