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 June 30, 2020 and September 30, 2019 and for the three and nine months ended June 30, 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 June 30, 2020 ($ in thousands) Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CURRENT ASSETS Cash and equivalents $ 4,727 $ 19,697 $ 47,575 $ — $ 71,999 Accounts receivable, net of allowances — 307,625 217,590 (165,751 ) 359,464 Contract costs and recognized income not yet billed, net of progress payments — 89,526 2,617 — 92,143 Inventories, net — 347,703 63,903 (578 ) 411,028 Prepaid and other current assets 19,519 24,144 5,068 2,634 51,365 Assets of discontinued operations — — 1,951 — 1,951 Total Current Assets 24,246 788,695 338,704 (163,695 ) 987,950 PROPERTY, PLANT AND EQUIPMENT, net 1,232 289,224 44,862 — 335,318 OPERATING LEASE RIGHT-OF-USE ASSETS 9,633 124,566 20,756 — 154,955 GOODWILL — 375,734 63,933 — 439,667 INTANGIBLE ASSETS, net 93 219,056 135,235 — 354,384 INTERCOMPANY RECEIVABLE 16,555 679,666 84,671 (780,892 ) — EQUITY INVESTMENTS IN SUBSIDIARIES 1,702,746 766,863 3,154,553 (5,624,162 ) — OTHER ASSETS 12,228 39,491 (5,638 ) (14,221 ) 31,860 ASSETS OF DISCONTINUED OPERATIONS — — 6,086 — 6,086 Total Assets $ 1,766,733 $ 3,283,295 $ 3,843,162 $ (6,582,970 ) $ 2,310,220 CURRENT LIABILITIES Notes payable and current portion of long-term debt $ — $ 2,973 $ 6,262 $ — $ 9,235 Accounts payable and accrued liabilities 58,619 426,260 72,451 (163,142 ) 394,188 Current portion of operating lease liabilities 1,842 22,229 4,947 — 29,018 Liabilities of discontinued operations — — 3,730 — 3,730 Total Current Liabilities 60,461 451,462 87,390 (163,142 ) 436,171 LONG-TERM DEBT, net 1,087,135 10,258 25,972 — 1,123,365 LONG-TERM OPERATING LEASE LIABILITIES 8,886 106,552 16,212 — 131,650 INTERCOMPANY PAYABLES 77,139 254,479 467,463 (799,081 ) — OTHER LIABILITIES 24,657 77,228 10,242 (7,829 ) 104,298 LIABILITIES OF DISCONTINUED OPERATIONS — — 6,281 — 6,281 Total Liabilities 1,258,278 899,979 613,560 (970,052 ) 1,801,765 SHAREHOLDERS’ EQUITY 508,455 2,383,316 3,229,602 (5,612,918 ) 508,455 Total Liabilities and Shareholders’ Equity $ 1,766,733 $ 3,283,295 $ 3,843,162 $ (6,582,970 ) $ 2,310,220 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 June 30, 2020 ($ in thousands) Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 515,083 $ 126,847 $ (9,869 ) $ 632,061 Cost of goods and services — 385,717 91,541 (10,200 ) 467,058 Gross profit — 129,366 35,306 331 165,003 Selling, general and administrative expenses 5,229 85,512 22,913 (145 ) 113,509 Income (loss) from operations (5,229 ) 43,854 12,393 476 51,494 Other income (expense) Interest income (expense), net (7,013 ) (9,537 ) (35 ) — (16,585 ) Loss from debt extinguishment, net (1,235 ) — — — (1,235 ) Other, net 126 (2,852 ) 4,004 (472 ) 806 Total other income (expense) (8,122 ) (12,389 ) 3,969 (472 ) (17,014 ) Income (loss) before taxes (13,351 ) 31,465 16,362 4 34,480 Provision (benefit) for income taxes (3,533 ) 10,843 5,335 4 12,649 Income (loss) before equity in net income of subsidiaries (9,818 ) 20,622 11,027 — 21,831 Equity in net income (loss) of subsidiaries 31,649 10,920 20,622 (63,191 ) — Net Income (loss) $ 21,831 $ 31,542 $ 31,649 $ (63,191 ) $ 21,831 Comprehensive income (loss) $ 30,533 $ 36,940 $ 26,251 $ (63,191 ) $ 30,533 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 operation 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 Nine Months Ended June 30, 2020 ($ in thousands) Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 1,418,975 $ 357,812 $ (29,938 ) $ 1,746,849 Cost of goods and services — 1,058,556 252,331 (30,994 ) 1,279,893 Gross profit — 360,419 105,481 1,056 466,956 Selling, general and administrative expenses 19,169 264,698 74,237 (330 ) 357,774 Income (loss) from operations (19,169 ) 95,721 31,244 1,386 109,182 Other income (expense) Interest income (expense), net (20,217 ) (28,916 ) 37 — (49,096 ) Loss from debt extinguishment, net (7,925 ) — — — (7,925 ) Other, net (389 ) (6,870 ) 10,844 (1,386 ) 2,199 Total other income (expense) (28,531 ) (35,786 ) 10,881 (1,386 ) (54,822 ) Income (loss) before taxes (47,700 ) 59,935 42,125 — 54,360 Provision (benefit) for income taxes (17,355 ) 22,648 15,729 — 21,022 Income (loss) before equity in net income of subsidiaries (30,345 ) 37,287 26,396 — 33,338 Equity in net income (loss) of subsidiaries 63,683 26,457 37,287 (127,427 ) — Net income (loss) $ 33,338 $ 63,744 $ 63,683 $ (127,427 ) $ 33,338 Comprehensive income (loss) $ 34,047 $ 63,744 $ 63,683 $ (127,427 ) $ 34,047 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Nine Months Ended June 30, 2019 ($ in thousands) Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 1,352,211 $ 311,219 $ (28,305 ) $ 1,635,125 Cost of goods and services — 1,013,676 215,786 (29,370 ) 1,200,092 Gross profit — 338,535 95,433 1,065 435,033 Selling, general and administrative expenses 15,651 255,674 72,478 (277 ) 343,526 Income (loss) from operations (15,651 ) 82,861 22,955 1,342 91,507 Other income (expense) Interest income (expense), net (20,806 ) (27,306 ) (2,611 ) — (50,723 ) Other, net 4,228 (14,102 ) 14,479 (1,354 ) 3,251 Total other income (expense) (16,578 ) (41,408 ) 11,868 (1,354 ) (47,472 ) Income (loss) before taxes (32,229 ) 41,453 34,823 (12 ) 44,035 Provision (benefit) for income taxes (12,592 ) 20,390 6,878 (12 ) 14,664 Income (loss) before equity in net income of subsidiaries (19,637 ) 21,063 27,945 — 29,371 Equity in net income (loss) of subsidiaries 40,829 33,337 21,063 (95,229 ) — Income (loss) from continuing operations $ 21,192 $ 54,400 $ 49,008 $ (95,229 ) $ 29,371 Income (loss) from operations of discontinued businesses — — (11,000 ) — (11,000 ) Provision (benefit) from income taxes — — (2,821 ) — (2,821 ) Income (loss) from discontinued operations — — (8,179 ) — (8,179 ) Net income (loss) $ 21,192 $ 54,400 $ 40,829 $ (95,229 ) $ 21,192 Comprehensive income (loss) $ 17,587 $ 58,450 $ 36,779 $ (95,229 ) $ 17,587 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Nine Months Ended June 30, 2020 ($ in thousands) Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 33,338 $ 63,744 $ 63,683 $ (127,427 ) $ 33,338 Net cash provided by (used in) operating activities: (10,683 ) 35,520 31,107 — 55,944 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (306 ) (30,497 ) (3,948 ) — (34,751 ) Acquired businesses, net of cash acquired — — (10,531 ) — (10,531 ) Investment purchases (130 ) — — — (130 ) Proceeds from sale of assets — 341 (2 ) — 339 Net cash provided by (used in) investing activities (436 ) (30,156 ) (14,481 ) — (45,073 ) CASH FLOWS FROM FINANCING ACTIVITIES: Purchase of shares for treasury (7,479 ) — — — (7,479 ) Proceeds from long-term debt 1,224,722 — 5,896 — 1,230,618 Payments of long-term debt (1,171,365 ) (2,647 ) (31,219 ) — (1,205,231 ) Financing costs (16,543 ) — — — (16,543 ) Dividends paid (10,639 ) — — — (10,639 ) Other, net (4,499 ) (7,723 ) 12,191 — (31 ) Net cash provided by (used in) financing activities 14,197 (10,370 ) (13,132 ) — (9,305 ) CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash provided by (used) in discontinued operations — — (2,481 ) — (2,481 ) Effect of exchange rate changes on cash and equivalents — (514 ) 1,051 — 537 NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS 3,078 (5,520 ) 2,064 — (378 ) CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 1,649 25,217 45,511 — 72,377 CASH AND EQUIVALENTS AT END OF PERIOD $ 4,727 $ 19,697 $ 47,575 $ — $ 71,999 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 from sale of business (9,500 ) — — — (9,500 ) Insurance 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 ) Contingent consideration for acquired businesses — — (1,686 ) — (1,686 ) Financing costs (1,012 ) — — — (1,012 ) 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 |