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 March 31, 2020 and September 30, 2019 and for the three months ended March 31, 2020 and 2019 . 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 indentures relating to the Senior Notes (the “Indentures”) contain 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 Indentures; (ii) a public equity offering of a subsidiary guarantor that qualifies as a “Minority Business” as defined in the Indentures (generally, a business the EBITDA of which constitutes less than 50% CONDENSED CONSOLIDATING BALANCE SHEETS At March 31, 2020 ($ in thousands) Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CURRENT ASSETS Cash and equivalents $ 9,252 $ 18,977 $ 40,795 $ — $ 69,024 Accounts receivable, net of allowances — 283,929 206,456 (155,352 ) 335,033 Contract costs and recognized income not yet billed, net of progress payments — 91,998 2,497 — 94,495 Inventories, net — 391,934 70,756 (571 ) 462,119 Prepaid and other current assets 11,482 23,468 5,149 2,624 42,723 Assets of discontinued operations — — 321 — 321 Total Current Assets 20,734 810,306 325,974 (153,299 ) 1,003,715 PROPERTY, PLANT AND EQUIPMENT, net 1,295 290,685 43,840 — 335,820 OPERATING LEASE RIGHT-OF-USE ASSETS 10,060 127,133 19,065 — 156,258 GOODWILL — 375,734 61,048 — 436,782 INTANGIBLE ASSETS, net 93 220,796 132,854 — 353,743 INTERCOMPANY RECEIVABLE 67,266 928,899 148,568 (1,144,733 ) — EQUITY INVESTMENTS IN SUBSIDIARIES 1,658,792 745,746 3,109,559 (5,514,097 ) — OTHER ASSETS 8,695 37,669 (2,446 ) (14,362 ) 29,556 ASSETS OF DISCONTINUED OPERATIONS — — 2,873 — 2,873 Total Assets $ 1,766,935 $ 3,536,968 $ 3,841,335 $ (6,826,491 ) $ 2,318,747 CURRENT LIABILITIES Notes payable and current portion of long-term debt $ — $ 3,474 $ 5,996 $ — $ 9,470 Accounts payable and accrued liabilities 28,873 412,118 58,903 (152,741 ) 347,153 Current portion of operating lease liabilities 1,830 22,068 4,149 — 28,047 Liabilities of discontinued operations — — 2,450 — 2,450 Total Current Liabilities 30,703 437,660 71,498 (152,741 ) 387,120 LONG-TERM DEBT, net 1,167,023 10,642 38,561 — 1,216,226 LONG-TERM OPERATING LEASE LIABILITIES 9,353 108,872 15,273 — 133,498 INTERCOMPANY PAYABLES 63,230 563,964 536,815 (1,164,009 ) — OTHER LIABILITIES 20,172 77,292 12,650 (7,819 ) 102,295 LIABILITIES OF DISCONTINUED OPERATIONS — — 3,154 — 3,154 Total Liabilities 1,290,481 1,198,430 677,951 (1,324,569 ) 1,842,293 SHAREHOLDERS’ EQUITY 476,454 2,338,538 3,163,384 (5,501,922 ) 476,454 Total Liabilities and Shareholders’ Equity $ 1,766,935 $ 3,536,968 $ 3,841,335 $ (6,826,491 ) $ 2,318,747 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 March 31, 2020 ($ in thousands) Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 462,500 $ 113,926 $ (10,076 ) $ 566,350 Cost of goods and services — 345,626 79,112 (10,420 ) 414,318 Gross profit — 116,874 34,814 344 152,032 Selling, general and administrative expenses 7,922 91,338 27,300 (93 ) 126,467 Income (loss) from operations (7,922 ) 25,536 7,514 437 25,565 Other income (expense) Interest income (expense), net (6,880 ) (9,706 ) 25 — (16,561 ) Loss from debt extinguishment, net (6,690 ) — — — (6,690 ) Other, net (418 ) (2,667 ) 4,141 (441 ) 615 Total other income (expense) (13,988 ) (12,373 ) 4,166 (441 ) (22,636 ) Income (loss) before taxes (21,910 ) 13,163 11,680 (4 ) 2,929 Provision (benefit) for income taxes (9,427 ) 6,078 5,387 (4 ) 2,034 Income (loss) before equity in net income of subsidiaries (12,483 ) 7,085 6,293 — 895 Equity in net income (loss) of subsidiaries 13,378 6,341 7,085 (26,804 ) — Net Income (loss) $ 895 $ 13,426 $ 13,378 $ (26,804 ) $ 895 Comprehensive income (loss) $ (13,939 ) $ 8,028 $ 18,776 $ (26,804 ) $ (13,939 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) 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 (loss) from continuing operations (1,156 ) 21,899 15,298 (29,551 ) 6,490 Income (loss) from operation of discontinued businesses — — (11,000 ) — (11,000 ) Provision (benefit) from income taxes — — (3,354 ) — (3,354 ) Income (loss) 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 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Six Months Ended March 31, 2020 ($ in thousands) Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 11,507 $ 32,202 $ 32,034 $ (64,236 ) $ 11,507 Net cash provided by (used in) operating activities: (92,042 ) 26,593 4,606 — (60,843 ) CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (282 ) (19,982 ) (2,255 ) — (22,519 ) Acquired businesses, net of cash acquired — — (10,531 ) — (10,531 ) Proceeds from sale of assets — 292 (2 ) — 290 Net cash provided by (used in) investing activities (282 ) (19,690 ) (12,788 ) — (32,760 ) CASH FLOWS FROM FINANCING ACTIVITIES: Purchase of shares for treasury (7,479 ) — — — (7,479 ) Proceeds from long-term debt 1,054,636 — 6,707 — 1,061,343 Payments of long-term debt (921,904 ) (1,752 ) (15,415 ) — (939,071 ) Financing costs (13,176 ) — — — (13,176 ) Dividends paid (7,349 ) — — — (7,349 ) Other, net (4,801 ) (10,839 ) 15,723 — 83 Net cash provided by (used in) financing activities 99,927 (12,591 ) 7,015 — 94,351 CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash provided by (used) in discontinued operations — — (1,994 ) — (1,994 ) Effect of exchange rate changes on cash and equivalents — (552 ) (1,555 ) — (2,107 ) NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS 7,603 (6,240 ) (4,716 ) — (3,353 ) CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 1,649 25,217 45,511 — 72,377 CASH AND EQUIVALENTS AT END OF PERIOD $ 9,252 $ 18,977 $ 40,795 $ — $ 69,024 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS 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 payments (10,604 ) — — — (10,604 ) Proceeds from sale of assets — 36 26 — 62 Net cash provided by (used in) 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 ) Contingent consideration for acquired businesses — — (1,686 ) — (1,686 ) Financing costs (945 ) — — — (945 ) 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 provided by (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 |