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 Building Products Company, Inc., Clopay Plastic Products Company, Inc., Telephonics Corporation, The AMES Companies, Inc., ATT Southern, Inc. and Clopay Ames True Temper Holding Corp., 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 March 31, 2015 and September 30, 2014 and for the three and six months ended March 31, 2015 and 2014. 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% 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 March 31, 2015



	Parent Company		Guarantor Companies		Non-Guarantor Companies		Elimination			Consolidation
CURRENT ASSETS
Cash and equivalents	$	3,174	$	10,803	$	28,625	$	—		$	42,602
Accounts receivable, net of allowances	—		257,607		62,622		(33,777		)	286,452
Contract costs and recognized income not yet billed, net of progress payments	—		94,385		459		—			94,844
Inventories, net	—		259,569		60,728		—			320,297
Prepaid and other current assets	6,691		22,895		10,742		4,197			44,525
Assets of discontinued operations	—		—		1,638		—			1,638
Total Current Assets	9,865		645,259		164,814		(29,580		)	790,358
PROPERTY, PLANT AND EQUIPMENT, net	1,230		272,429		87,541		—			361,200
GOODWILL	—		284,875		73,820		—			358,695
INTANGIBLE ASSETS, net	—		154,636		66,175		—			220,811
INTERCOMPANY RECEIVABLE	590,476		993,640		197,273		(1,781,389		)	—
EQUITY INVESTMENTS IN SUBSIDIARIES	767,088		641,569		1,736,265		(3,144,922		)	—
OTHER ASSETS	41,721		50,077		9,594		(87,449		)	13,943
ASSETS OF DISCONTINUED OPERATIONS	—		—		2,246		—			2,246
Total Assets	$	1,410,380	$	3,042,485	$	2,337,728	$	(5,043,340	)	$	1,747,253
CURRENT LIABILITIES
Notes payable and current portion of long-term debt	$	2,202	$	1,147	$	5,813	$	—		$	9,162
Accounts payable and accrued liabilities	17,305		199,512		66,422		(16,376		)	266,863
Liabilities of discontinued operations	—		—		2,528		—			2,528
Total Current Liabilities	19,507		200,659		74,763		(16,376		)	278,553

LONG-TERM DEBT, net	810,754		6,792		40,769		—			858,315
INTERCOMPANY PAYABLES	55,663		1,000,772		709,578		(1,766,013		)	—
OTHER LIABILITIES	59,824		158,927		26,622		(103,144		)	142,229
LIABILITIES OF DISCONTINUED OPERATIONS	—		—		3,524		—			3,524
Total Liabilities	945,748		1,367,150		855,256		(1,885,533		)	1,282,621
SHAREHOLDERS’ EQUITY	464,632		1,675,335		1,482,472		(3,157,807		)	464,632
Total Liabilities and Shareholders’ Equity	$	1,410,380	$	3,042,485	$	2,337,728	$	(5,043,340	)	$	1,747,253

CONDENSED CONSOLIDATING BALANCE SHEETS

At September 30, 2014



	Parent Company		Guarantor Companies		Non-Guarantor Companies		Elimination			Consolidation
CURRENT ASSETS
Cash and equivalents	$	6,813	$	31,522	$	54,070	$	—		$	92,405
Accounts receivable, net of allowances	—		213,922		77,218		(32,704		)	258,436
Contract costs and recognized income not yet billed, net of progress payments	—		109,804		126		—			109,930
Inventories, net	—		219,326		70,537		272			290,135
Prepaid and other current assets	4,366		26,319		17,101		14,783			62,569
Assets of discontinued operations	—		—		1,624		—			1,624
Total Current Assets	11,179		600,893		220,676		(17,649		)	815,099

PROPERTY, PLANT AND EQUIPMENT, net	1,327		270,519		98,643		76			370,565
GOODWILL	—		284,875		86,971		—			371,846
INTANGIBLE ASSETS, net	—		156,772		76,851		—			233,623
INTERCOMPANY RECEIVABLE	540,080		892,433		213,733		(1,646,246		)	—
EQUITY INVESTMENTS IN SUBSIDIARIES	780,600		662,403		1,782,406		(3,225,409		)	—
OTHER ASSETS	27,880		53,896		6,739		(75,213		)	13,302
ASSETS OF DISCONTINUED OPERATIONS	—		—		2,126		—			2,126
Total Assets	$	1,361,066	$	2,921,791	$	2,488,145	$	(4,964,441	)	$	1,806,561
CURRENT LIABILITIES
Notes payable and current portion of long-term debt	$	2,202	$	1,144	$	4,540	$	—		$	7,886
Accounts payable and accrued liabilities	25,703		227,419		87,684		(20,811		)	319,995
Liabilities of discontinued operations	—		—		3,282		—			3,282
Total Current Liabilities	27,905		228,563		95,506		(20,811		)	331,163
LONG-TERM DEBT, net	738,360		7,806		45,135		—			791,301
INTERCOMPANY PAYABLES	21,573		815,094		762,192		(1,598,859		)	—
OTHER LIABILITIES	41,201		151,674		26,949		(71,584		)	148,240
LIABILITIES OF DISCONTINUED OPERATIONS	—		—		3,830		—			3,830
Total Liabilities	829,039		1,203,137		933,612		(1,691,254		)	1,274,534
SHAREHOLDERS’ EQUITY	532,027		1,718,654		1,554,533		(3,273,187		)	532,027
Total Liabilities and Shareholders’ Equity	$	1,361,066	$	2,921,791	$	2,488,145	$	(4,964,441	)	$	1,806,561

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the Three Months Ended March 31, 2015



($ in thousands)	Parent Company			Guarantor Companies			Non-Guarantor Companies			Elimination			Consolidation
Revenue	$	—		$	400,042		$	113,206		$	(13,228	)	$	500,020
Cost of goods and services	—			306,625			91,320			(12,300		)	385,645
Gross profit	—			93,417			21,886			(928		)	114,375
Selling, general and administrative expenses	5,301			71,970			17,349			(1,054		)	93,566
Total operating expenses	5,301			71,970			17,349			(1,054		)	93,566

Income (loss) from operations	(5,301		)	21,447			4,537			126			20,809

Other income (expense)
Interest income (expense), net	(2,224		)	(7,698		)	(1,935		)	—			(11,857		)
Other, net	521			1,615			(2,767		)	(126		)	(757		)
Total other income (expense)	(1,703		)	(6,083		)	(4,702		)	(126		)	(12,614		)
Income (loss) before taxes	(7,004		)	15,364			(165		)	—			8,195
Provision (benefit) for income taxes	(1,984		)	3,062			1,995			—			3,073
Income (loss) before equity in net income of subsidiaries	(5,020		)	12,302			(2,160		)	—			5,122
Equity in net income (loss) of subsidiaries	10,142			(735		)	12,302			(21,709		)	—
Net income (loss)	$	5,122		$	11,567		$	10,142		$	(21,709	)	$	5,122

Net Income (loss)	$	5,122		$	11,567		$	10,142		$	(21,709	)	$	5,122
Other comprehensive income (loss), net of taxes	(30,019		)	(12,075		)	(18,389		)	30,464			(30,019		)
Comprehensive income (loss)	$	(24,897	)	$	(508	)	$	(8,247	)	$	8,755		$	(24,897	)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the Three Months Ended March 31, 2014



($ in thousands)	Parent Company			Guarantor Companies			Non-Guarantor Companies			Elimination			Consolidation
Revenue	$	—		$	396,505		$	127,782		$	(16,600	)	$	507,687
Cost of goods and services	—			305,191			107,555			(15,046		)	397,700
Gross profit	—			91,314			20,227			(1,554		)	109,987
Selling, general and administrative expenses	7,161			68,234			15,833			(1,606		)	89,622
Restructuring and other related charges	—			728			(36		)	—			692
Total operating expenses	7,161			68,962			15,797			(1,606		)	90,314
Income (loss) from operations	(7,161		)	22,352			4,430			52			19,673
Other income (expense)
Interest income (expense), net	(2,885		)	(7,329		)	(2,147		)	—			(12,361		)
Loss from debt extinguishment, net	(38,890		)	—			—			—			(38,890		)
Other, net	15			1,014			(194		)	(52		)	783
Total other income (expense)	(41,760		)	(6,315		)	(2,341		)	(52		)	(50,468		)
Income (loss) before taxes	(48,921		)	16,037			2,089			—			(30,795		)
Provision (benefit) for income taxes	(11,045		)	6,053			22			—			(4,970		)
Income (loss) before equity in net income of subsidiaries	(37,876		)	9,984			2,067			—			(25,825		)
Equity in net income (loss) of subsidiaries	12,051			1,982			9,984			(24,017		)	—
Net income (loss)	$	(25,825	)	$	11,966		$	12,051		$	(24,017	)	$	(25,825	)

Net Income (loss)	$	(25,825	)	$	11,966		$	12,051		$	(24,017	)	$	(25,825	)
Other comprehensive income (loss), net of taxes	2,323			80			2,073			(2,153		)	2,323
Comprehensive income (loss)	$	(23,502	)	$	12,046		$	14,124		$	(26,170	)	$	(23,502	)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the Six Months Ended March 31, 2015



	Parent Company			Guarantor Companies			Non-Guarantor Companies			Elimination			Consolidation
Revenue	$	—		$	778,156		$	252,087		$	(28,063	)	$	1,002,180
Cost of goods and services	—			595,995			199,594			(25,773		)	769,816
Gross profit	—			182,161			52,493			(2,290		)	232,364
Selling, general and administrative expenses	10,821			141,527			37,448			(2,334		)	187,462
Total operating expenses	10,821			141,527			37,448			(2,334		)	187,462
Income (loss) from operations	(10,821		)	40,634			15,045			44			44,902
Other income (expense)
Interest income (expense), net	(4,128		)	(15,125		)	(4,241		)	—			(23,494		)
Other, net	567			2,910			(4,641		)	(44		)	(1,208		)
Total other income (expense)	(3,561		)	(12,215		)	(8,882		)	(44		)	(24,702		)
Income (loss) before taxes	(14,382		)	28,419			6,163			—			20,200
Provision (benefit) for income taxes	(5,465		)	10,799			2,273			—			7,607
Income (loss) before equity in net income of subsidiaries	(8,917		)	17,620			3,890			—			12,593
Equity in net income (loss) of subsidiaries	21,510			5,301			17,620			(44,431		)	—
Net income (loss)	$	12,593		$	22,921		$	21,510		$	(44,431	)	$	12,593

Net Income (loss)	$	12,593		$	22,921		$	21,510		$	(44,431	)	$	12,593
Other comprehensive income (loss), net of taxes	(46,202		)	(16,655		)	(29,220		)	45,875			(46,202		)
Comprehensive income (loss)	$	(33,609	)	$	6,266		$	(7,710	)	$	1,444		$	(33,609	)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the Six Months Ended March 31, 2014



	Parent Company			Guarantor Companies			Non-Guarantor Companies			Elimination			Consolidation
Revenue	$	—		$	741,149		$	249,534		$	(29,538	)	$	961,145
Cost of goods and services	—			565,174			206,949			(26,468		)	745,655
Gross profit	—			175,975			42,585			(3,070		)	215,490

Selling, general and administrative expenses	13,491			136,615			30,408			(3,212		)	177,302
Restructuring and other related charges	—			1,492			42			—			1,534
Total operating expenses	13,491			138,107			30,450			(3,212		)	178,836

Income (loss) from operations	(13,491		)	37,868			12,135			142			36,654

Other income (expense)
Interest income (expense), net	(6,490		)	(14,579		)	(4,393		)	—			(25,462		)
Loss from debt extinguishment, net	(38,890		)	—			—			—			(38,890		)
Other, net	127			3,072			(1,368		)	(142		)	1,689
Total other income (expense)	(45,253		)	(11,507		)	(5,761		)	(142		)	(62,663		)
Income (loss) before taxes	(58,744		)	26,361			6,374			—			(26,009		)
Provision (benefit) for income taxes	(15,579		)	11,692			467			—			(3,420		)
Income (loss) before equity in net income of subsidiaries	(43,165		)	14,669			5,907			—			(22,589		)
Equity in net income (loss) of subsidiaries	20,576			5,748			14,669			(40,993		)	—
Net income (loss)	$	(22,589	)	$	20,417		$	20,576		$	(40,993	)	$	(22,589	)

Net Income (loss)	$	(22,589	)	$	20,417		$	20,576		$	(40,993	)	$	(22,589	)
Other comprehensive income (loss), net of taxes	(498		)	1,869			(2,707		)	838			(498		)
Comprehensive income (loss)	$	(23,087	)	$	22,286		$	17,869		$	(40,155	)	$	(23,087	)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Six Months Ended March 31, 2015



	Parent Company			Guarantor Companies			Non-Guarantor Companies			Elimination			Consolidation
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	12,593		$	22,921		$	21,510		$	(44,431	)	$	12,593
Net cash provided by (used in) operating activities	(49,888		)	(451		)	7,288			—			(43,051		)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, plant and equipment	(188		)	(30,584		)	(8,941		)	—			(39,713		)
Intercompany distributions	10,000			(10,000		)	—			—			—
Proceeds from sale of investments	8,891			—						—			8,891
Proceeds from sale of assets	—			12			165			—			177
Net cash provided by (used in) investing activities	18,703			(40,572		)	(8,776		)	—			(30,645		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock	285			—			—			—			285
Purchase of shares for treasury	(37,577		)	—			—			—			(37,577		)
Proceeds from long-term debt	97,000			—			2,556			—			99,556
Payments of long-term debt	(28,101		)	(717		)	(607		)	—			(29,425		)
Change in short-term borrowings	—			—			(572		)	—			(572		)
Financing costs	(590		)	—			—			—			(590		)
Tax effect from exercise/vesting of equity awards, net	345			—			—			—			345
Dividend	(3,911		)	—			—			—			(3,911		)
Other, net	95			21,021			(21,021		)	—			95
Net cash provided by (used in) financing activities	27,546			20,304			(19,644		)	—			28,206
CASH FLOWS FROM DISCONTINUED OPERATIONS:
Net cash used in discontinued operations	—			—			(545		)	—			(545		)
Effect of exchange rate changes on cash and equivalents	—			—			(3,768		)	—			(3,768		)
NET DECREASE IN CASH AND EQUIVALENTS	(3,639		)	(20,719		)	(25,445		)	—			(49,803		)
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD	6,813			31,522			54,070			—			92,405
CASH AND EQUIVALENTS AT END OF PERIOD	$	3,174		$	10,803		$	28,625		$	—		$	42,602

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Six Months Ended March 31, 2014



	Parent Company			Guarantor Companies			Non-Guarantor Companies			Elimination			Consolidation
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(22,589	)	$	20,417		$	20,576		$	(40,993	)	$	(22,589	)
Net cash provided by (used in) operating activities	(30,836		)	(27,389		)	31,649			—			(26,576		)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, plant and equipment	(618		)	(29,921		)	(4,306		)	—			(34,845		)
Acquired businesses, net of cash acquired	—			(1,000		)	(21,781		)	—			(22,781		)
Intercompany distributions	10,000			(10,000		)	—			—			—
Proceeds from sale of assets	—			230			64			—			294
Net cash provided by (used in) investing activities	9,382			(40,691		)	(26,023		)	—			(57,332		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock	584			—			—			—			584
Purchase of shares for treasury	(63,370		)	—			—			—			(63,370		)
Proceeds from long-term debt	629,568			10,939			4,007			—			644,514
Payments of long-term debt	(582,108		)	(12,097		)	7,895			—			(586,310		)
Change in short-term borrowings	—			—			4,908			—			4,908
Financing costs	(10,142		)	—			(545		)	—			(10,687		)
Purchase of ESOP shares	(10,000		)	—			—			—			(10,000		)
Tax effect from exercise/vesting of equity awards, net	273			—			—			—			273
Dividend	(8,290		)	5,000			—			—			(3,290		)
Other, net	144			43,140			(43,140		)	—			144
Net cash provided by (used in) financing activities	(43,341		)	46,982			(26,875		)	—			(23,234		)
CASH FLOWS FROM DISCONTINUED OPERATIONS:
Net cash used in discontinued operations	—			—			(640		)	—			(640		)
Effect of exchange rate changes on cash and equivalents	—			—			(415		)	—			(415		)
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS	(64,795		)	(21,098		)	(22,304		)	—			(108,197		)
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD	68,994			46,357			62,779			—			178,130
CASH AND EQUIVALENTS AT END OF PERIOD	$	4,199		$	25,259		$	40,475		$	—		$	69,933