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 September 30, 2020 and 2019, and for the years ended September 30, 2020 , 2019 and 2018. 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”) 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 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, 2020 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CURRENT ASSETS Cash and equivalents $ 125,353 $ 35,685 $ 57,051 $ — $ 218,089 Accounts receivable, net of allowances — 293,943 54,181 — 348,124 Contract assets, net of progress payments — 80,572 3,854 — 84,426 Inventories — 347,473 66,352 — 413,825 Prepaid and other current assets 14,650 25,974 6,273 — 46,897 Assets of discontinued operations — — 2,091 — 2,091 Total Current Assets 140,003 783,647 189,802 — 1,113,452 PROPERTY, PLANT AND EQUIPMENT, net 1,182 296,082 46,700 — 343,964 OPERATING LEASE RIGHT-OF-USE ASSETS 9,209 129,813 22,605 — 161,627 GOODWILL — 377,060 65,583 — 442,643 INTANGIBLE ASSETS, net 93 217,317 137,618 — 355,028 INTERCOMPANY RECEIVABLE 568,124 704,415 257,013 (1,529,552 ) — EQUITY INVESTMENTS IN SUBSIDIARIES 1,724,821 784,644 3,176,855 (5,686,320 ) — OTHER ASSETS 12,585 25,953 (5,641 ) — 32,897 ASSETS OF DISCONTINUED OPERATIONS — — 6,406 — 6,406 Total Assets $ 2,456,017 $ 3,318,931 $ 3,896,941 $ (7,215,872 ) $ 2,456,017 CURRENT LIABILITIES Notes payable and current portion of long-term debt $ — $ 2,855 $ 7,067 $ — $ 9,922 Accounts payable and accrued liabilities 37,281 276,580 89,818 — 403,679 Current portion of operating lease liabilities 1,849 24,436 5,563 — 31,848 Liabilities of discontinued operations — — 3,797 — 3,797 Total Current Liabilities 39,130 303,871 106,245 — 449,246 LONG-TERM DEBT, net 995,636 15,992 25,414 — 1,037,042 LONG-TERM OPERATING LEASE LIABILITIES 8,415 110,061 17,578 — 136,054 INTERCOMPANY PAYABLES 683,076 397,846 459,599 (1,540,521 ) — OTHER LIABILITIES 29,609 85,731 11,170 — 126,510 LIABILITIES OF DISCONTINUED OPERATIONS — — 7,014 — 7,014 Total Liabilities 1,755,866 913,501 627,020 (1,540,521 ) 1,755,866 SHAREHOLDERS’ EQUITY 700,151 2,405,430 3,269,921 (5,675,351 ) 700,151 Total Liabilities and Shareholders’ Equity $ 2,456,017 $ 3,318,931 $ 3,896,941 $ (7,215,872 ) $ 2,456,017 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 — 225,870 38,580 — 264,450 Contract assets, net of progress payments — 104,109 1,002 — 105,111 Inventories, net — 372,581 69,540 — 442,121 Prepaid and other current assets 8,238 25,610 6,951 — 40,799 Assets of discontinued operations — — 321 — 321 Total Current Assets 9,887 753,387 161,905 — 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 5,834 881,110 75,684 (962,628 ) — EQUITY INVESTMENTS IN SUBSIDIARIES 1,628,031 581,438 3,233,038 (5,442,507 ) — OTHER ASSETS 8,182 10,010 (2,352 ) — 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 41,796 265,055 68,390 — 375,241 Liabilities of discontinued operations — — 4,333 — 4,333 Total Current Liabilities 41,796 268,130 80,173 — 390,099 LONG-TERM DEBT, net 1,040,449 3,119 50,181 — 1,093,749 INTERCOMPANY PAYABLES 71,634 466,792 444,557 (982,983 ) — OTHER LIABILITIES 21,569 73,411 15,017 — 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 Year Ended September 30, 2020 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 1,938,972 $ 507,621 $ (39,071 ) $ 2,407,522 Cost of goods and services — 1,450,924 355,696 (40,524 ) 1,766,096 Gross profit — 488,048 151,925 1,453 641,426 Selling, general and administrative expenses 24,876 357,901 103,991 (370 ) 486,398 Income (loss) from operations (24,876 ) 130,147 47,934 1,823 155,028 Other income (expense) Interest income (expense), net (27,129 ) (38,301 ) (361 ) — (65,791 ) Loss on extinguishment of debt (7,925 ) — — — (7,925 ) Other, net (523 ) (7,946 ) 11,762 (1,848 ) 1,445 Total other income (expense) (35,577 ) (46,247 ) 11,401 (1,848 ) (72,271 ) Income (loss) before taxes (60,453 ) 83,900 59,335 (25 ) 82,757 Provision (benefit) for income taxes (11,907 ) 25,445 15,788 2 29,328 Income (loss) before equity in net income of subsidiaries (48,546 ) 58,455 43,547 (27 ) 53,429 Equity in net income (loss) of subsidiaries 101,975 43,505 58,455 (203,935 ) — Net income (loss) $ 53,429 $ 101,960 $ 102,002 $ (203,962 ) $ 53,429 Comprehensive income (loss) $ 47,253 $ 101,960 $ 102,002 $ (203,962 ) $ 47,253 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 — 1,353,663 310,707 (38,555 ) 1,625,815 Gross profit — 455,161 126,835 1,478 583,474 Selling, general and administrative expenses 22,566 327,306 97,661 (370 ) 447,163 Income (loss) from operations (22,566 ) 127,855 29,174 1,848 136,311 Other income (expense) Interest income (expense), net (27,883 ) (39,288 ) (89 ) — (67,260 ) Other, net (778 ) (17,699 ) 23,452 (1,848 ) 3,127 Total other income (expense) (28,661 ) (56,987 ) 23,363 (1,848 ) (64,133 ) 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 (loss) 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 — 1,250,261 245,687 (29,348 ) 1,466,600 Gross profit — 388,531 121,462 1,325 511,318 Selling, general and administrative expenses 37,540 290,475 90,872 (370 ) 418,517 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 from continuing operations (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 from operations of discontinued businesses — 119,981 — — 119,981 Provision (benefit) from income taxes — 27,558 — — 27,558 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 CASH FLOWS For the Year Ended September 30, 2020 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 53,429 $ 101,960 $ 102,002 $ (203,962 ) $ 53,429 Net cash provided by operating activities 23,114 55,353 58,562 — 137,029 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (348 ) (42,268 ) (6,382 ) — (48,998 ) Acquired business, net of cash acquired — — (10,531 ) — (10,531 ) Proceeds from sale of assets — 345 7 — 352 Investment purchases (130 ) — — — (130 ) Net cash used in investing activities (478 ) (41,923 ) (16,906 ) — (59,307 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock 178,165 — — — 178,165 Purchase of shares for treasury (7,479 ) — — — (7,479 ) Proceeds from long-term debt 1,234,723 — 5,357 — 1,240,080 Payments of long-term debt (1,272,688 ) (3,421 ) (32,806 ) — (1,308,915 ) Financing costs (17,384 ) — — — (17,384 ) Acquisition costs — — (1,733 ) — (1,733 ) Dividends paid (14,529 ) — — — (14,529 ) Other, net 260 580 (855 ) — (15 ) Net cash provided by (used in) financing activities 101,068 (2,841 ) (30,037 ) — 68,190 CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash used in discontinued operations — — (2,577 ) — (2,577 ) Effect of exchange rate changes on cash and equivalents — (121 ) 2,498 — 2,377 NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS 123,704 10,468 11,540 — 145,712 CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 1,649 25,217 45,511 — 72,377 CASH AND EQUIVALENTS AT END OF PERIOD $ 125,353 $ 35,685 $ 57,051 $ — $ 218,089 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 (used in) 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 payments (10,604 ) — — — (10,604 ) Proceeds from sale of assets — 254 26 — 280 Investment purchases (149 ) — — — (149 ) Net cash provided by (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 ) Contingent consideration for acquired businesses — — (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 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 8,254 — — — 8,254 Proceeds from sale of property, plant and equipment — 62 601 — 663 Net cash 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 ) Purchase of ESOP shares — — — — — 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 provided by (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 DECREASE 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 |