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 by 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, presented below are condensed consolidating financial information as of December 31, 2019 and September 30, 2019 and for the three months ended December 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% CONDENSED CONSOLIDATING BALANCE SHEETS At December 31, 2019 ($ in thousands) Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CURRENT ASSETS Cash and equivalents $ 3,070 $ 25,532 $ 36,190 $ — $ 64,792 Accounts receivable, net of allowances — 241,261 32,533 (1,222 ) 272,572 Contract costs and recognized income not yet billed, net of progress payments — 94,672 2,154 — 96,826 Inventories, net — 391,447 75,869 (247 ) 467,069 Prepaid and other current assets 11,041 26,573 6,906 (146 ) 44,374 Assets of discontinued operations — — 321 — 321 Total Current Assets 14,111 779,485 153,973 (1,615 ) 945,954 PROPERTY, PLANT AND EQUIPMENT, net 1,313 284,774 46,061 — 332,148 OPERATING LEASE RIGHT-OF-USE ASSETS 10,483 125,259 18,637 — 154,379 GOODWILL — 375,734 70,856 — 446,590 INTANGIBLE ASSETS, net 92 222,536 135,115 — 357,743 INTERCOMPANY RECEIVABLE 40,433 907,715 105,239 (1,053,387 ) — EQUITY INVESTMENTS IN SUBSIDIARIES 1,654,370 495,645 3,353,794 (5,503,809 ) — OTHER ASSETS 8,206 24,343 — (14,444 ) 18,105 ASSETS OF DISCONTINUED OPERATIONS — — 2,883 — 2,883 Total Assets $ 1,729,008 $ 3,215,491 $ 3,886,558 $ (6,573,255 ) $ 2,257,802 CURRENT LIABILITIES Notes payable and current portion of long-term debt $ — $ 2,589 $ 6,862 $ — $ 9,451 Accounts payable and accrued liabilities 48,147 299,912 — (1,078 ) 346,981 Current portion of operating lease liabilities 1,823 22,389 4,080 — 28,292 Liabilities of discontinued operations — — 3,787 — 3,787 Total Current Liabilities 49,970 324,890 14,729 (1,078 ) 388,511 LONG-TERM DEBT, net 1,091,638 2,743 42,753 — 1,137,134 LONG-TERM OPERATING LEASE LIABILITIES 9,816 106,191 14,942 — 130,949 INTERCOMPANY PAYABLES 64,689 527,147 490,808 (1,082,644 ) — OTHER LIABILITIES 18,202 79,514 13,754 (8,171 ) 103,299 LIABILITIES OF DISCONTINUED OPERATIONS — — 3,216 — 3,216 Total Liabilities 1,234,315 1,040,485 580,202 (1,091,893 ) 1,763,109 SHAREHOLDERS’ EQUITY 494,693 2,175,006 3,306,356 (5,481,362 ) 494,693 Total Liabilities and Shareholders’ Equity $ 1,729,008 $ 3,215,491 $ 3,886,558 $ (6,573,255 ) $ 2,257,802 CONDENSED CONSOLIDATING BALANCE SHEETS At September 30, 2019 ($ in thousands) Parent Guarantor Non-Guarantor 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, net — 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 STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Three Months Ended December 31, 2019 ($ in thousands) Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 441,392 $ 117,039 $ (9,993 ) $ 548,438 Cost of goods and services — 327,213 81,678 (10,374 ) 398,517 Gross profit — 114,179 35,361 381 149,921 Selling, general and administrative expenses 6,018 87,848 24,024 (92 ) 117,798 Income (loss) from operations (6,018 ) 26,331 11,337 473 32,123 Other income (expense) Interest income (expense), net (6,324 ) (9,673 ) 47 — (15,950 ) Other, net (97 ) (1,351 ) 2,699 (473 ) 778 Total other income (expense) (6,421 ) (11,024 ) 2,746 (473 ) (15,172 ) Income (loss) before taxes (12,439 ) 15,307 14,083 — 16,951 Provision (benefit) for income taxes (4,395 ) 5,727 5,007 — 6,339 Income (loss) before equity in net income of subsidiaries (8,044 ) 9,580 9,076 — 10,612 Equity in net income (loss) of subsidiaries 18,656 9,196 9,580 (37,432 ) — Net Income (loss) $ 10,612 $ 18,776 $ 18,656 $ (37,432 ) $ 10,612 Comprehensive income (loss) $ 17,453 $ 18,776 $ 18,656 $ (37,432 ) $ 17,453 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Three Months Ended December 31, 2018 ($ in thousands) Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 419,244 $ 98,240 $ (6,962 ) $ 510,522 Cost of goods and services — 309,097 65,702 (7,323 ) 367,476 Gross profit — 110,147 32,538 361 143,046 Selling, general and administrative expenses 5,060 84,976 23,817 (99 ) 113,754 Income (loss) from operations (5,060 ) 25,171 8,721 460 29,292 Other income (expense) Interest income (expense), net (6,307 ) (9,130 ) (894 ) — (16,331 ) Other, net (262 ) 687 1,041 (462 ) 1,004 Total other income (expense) (6,569 ) (8,443 ) 147 (462 ) (15,327 ) Income (loss) before taxes (11,629 ) 16,728 8,868 (2 ) 13,965 Provision (benefit) for income taxes (3,535 ) 5,974 2,775 (2 ) 5,212 Income (loss) before equity in net income of subsidiaries (8,094 ) 10,754 6,093 — 8,753 Equity in net income (loss) of subsidiaries 16,847 6,050 10,754 (33,651 ) — Net Income (loss) $ 8,753 $ 16,804 $ 16,847 $ (33,651 ) $ 8,753 Comprehensive income (loss) $ 3,303 $ 53,569 $ (4,551 ) $ (49,018 ) $ 3,303 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Three Months Ended December 31, 2019 ($ in thousands) Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 10,612 $ 18,776 $ 18,656 $ (37,432 ) $ 10,612 Net cash provided by (used in) operating activities: (42,309 ) 12,888 11,252 — (18,169 ) CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (212 ) (12,463 ) (497 ) — (13,172 ) Acquired businesses, net of cash acquired — — (10,531 ) — (10,531 ) Proceeds from sale of assets — 184 — — 184 Net cash provided by (used in) investing activities (212 ) (12,279 ) (11,028 ) — (23,519 ) CASH FLOWS FROM FINANCING ACTIVITIES: Purchase of shares for treasury (1,758 ) — — — (1,758 ) Proceeds from long-term debt 65,329 13 6,615 — 71,957 Payments of long-term debt (16,179 ) (40 ) (15,826 ) — (32,045 ) Financing costs (21 ) — — — (21 ) Dividends paid (3,392 ) — — — (3,392 ) Other, net (37 ) (3 ) — — (40 ) Net cash provided by (used in) financing activities 43,942 (30 ) (9,211 ) — 34,701 CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash provided by (used) in discontinued operations — — (606 ) — (606 ) Effect of exchange rate changes on cash and equivalents — (264 ) 272 — 8 NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS 1,421 315 (9,321 ) — (7,585 ) CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 1,649 25,217 45,511 — 72,377 CASH AND EQUIVALENTS AT END OF PERIOD $ 3,070 $ 25,532 $ 36,190 $ — $ 64,792 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Three Months Ended December 31, 2018 ($ in thousands) Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 8,753 $ 16,804 $ 16,847 $ (33,651 ) $ 8,753 Net cash provided by (used in) operating activities: (23,532 ) 16,272 8,301 — 1,041 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (18 ) (6,935 ) (1,444 ) — (8,397 ) Acquired businesses, net of cash acquired (9,219 ) — — — (9,219 ) Proceeds from sale of assets — 38 13 — 51 Net cash provided by (used in) investing activities (9,237 ) (6,897 ) (1,431 ) — (17,565 ) CASH FLOWS FROM FINANCING ACTIVITIES: Purchase of shares for treasury (1,348 ) — — — (1,348 ) Proceeds from long-term debt 32,412 — 6,553 — 38,965 Payments of long-term debt (569 ) (855 ) (2,898 ) — (4,322 ) Change in short-term borrowings — 38 — — 38 Contingent consideration for acquired businesses — — (1,686 ) — (1,686 ) Financing costs (67 ) — — — (67 ) Dividends paid (3,143 ) — — — (3,143 ) Other, net 137 7,240 (7,240 ) — 137 Net cash provided by (used in) financing activities 27,422 6,423 (5,271 ) — 28,574 CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash provided by (used in) discontinued operations — — (458 ) — (458 ) Effect of exchange rate changes on cash and equivalents — (55 ) 457 — 402 NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS (5,347 ) 15,743 1,598 — 11,994 CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 15,976 16,353 37,429 — 69,758 CASH AND EQUIVALENTS AT END OF PERIOD $ 10,629 $ 32,096 $ 39,027 $ — $ 81,752 |