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 June 30, 2015 and September 30, 2014 and for the three and nine months ended June 30, 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 June 30, 2015



	Parent Company		Guarantor Companies		Non-Guarantor Companies		Elimination			Consolidation
CURRENT ASSETS
Cash and equivalents	$	4,736	$	12,893	$	28,326	$	—		$	45,955
Accounts receivable, net of allowances	—		214,674		62,298		(36,783		)	240,189
Contract costs and recognized income not yet billed, net of progress payments	—		103,860		151		—			104,011
Inventories, net	—		255,192		63,001		—			318,193
Prepaid and other current assets	11,960		24,806		12,616		(2,635		)	46,747
Assets of discontinued operations	—		—		1,625		—			1,625
Total Current Assets	16,696		611,425		168,017		(39,418		)	756,720
PROPERTY, PLANT AND EQUIPMENT, net	1,142		274,343		90,879		—			366,364
GOODWILL	—		284,875		77,870		—			362,745
INTANGIBLE ASSETS, net	93		153,432		66,128		—			219,653
INTERCOMPANY RECEIVABLE	587,567		981,607		226,066		(1,795,240		)	—
EQUITY INVESTMENTS IN SUBSIDIARIES	757,858		644,539		1,757,687		(3,160,084		)	—
OTHER ASSETS	41,319		50,321		9,948		(87,449		)	14,139
ASSETS OF DISCONTINUED OPERATIONS	—		—		2,131		—			2,131
Total Assets	$	1,404,675	$	3,000,542	$	2,398,726	$	(5,082,191	)	$	1,721,752
CURRENT LIABILITIES
Notes payable and current portion of long-term debt	$	2,203	$	1,176	$	8,392	$	—		$	11,771
Accounts payable and accrued liabilities	33,668		196,298		68,430		(23,798		)	274,598
Liabilities of discontinued operations	—				2,392		—			2,392
Total Current Liabilities	35,871		197,474		79,214		(23,798		)	288,761

LONG-TERM DEBT, net	781,774		6,745		40,180		—			828,699
INTERCOMPANY PAYABLES	60,428		944,302		742,973		(1,747,703		)	—
OTHER LIABILITIES	59,213		155,397		26,185		(101,995		)	138,800
LIABILITIES OF DISCONTINUED OPERATIONS	—		—		3,244		—			3,244
Total Liabilities	937,286		1,303,918		891,796		(1,873,496		)	1,259,504
SHAREHOLDERS’ EQUITY	467,389		1,696,624		1,506,930		(3,208,695		)	462,248
Total Liabilities and Shareholders’ Equity	$	1,404,675	$	3,000,542	$	2,398,726	$	(5,082,191	)	$	1,721,752

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		90,419		—			375,294
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	$	2,491,593	$	(4,964,441	)	$	1,810,009
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		91,132		(20,811		)	323,443
Liabilities of discontinued operations	—		—		3,282		—			3,282
Total Current Liabilities	27,905		228,563		98,954		(20,811		)	334,611
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		937,060		(1,691,254		)	1,277,982
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	$	2,491,593	$	(4,964,441	)	$	1,810,009

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the Three Months Ended June 30, 2015



($ in thousands)	Parent Company			Guarantor Companies			Non-Guarantor Companies			Elimination			Consolidation
Revenue	$	—		$	416,433		$	110,204		$	(14,943	)	$	511,694
Cost of goods and services	—			310,578			85,841			(8,214		)	388,205
Gross profit	—			105,855			24,363			(6,729		)	123,489
Selling, general and administrative expenses	5,978			73,190			24,286			(7,879		)	95,575
Total operating expenses	5,978			73,190			24,286			(7,879		)	95,575

Income (loss) from operations	(5,978		)	32,665			77			1,150			27,914

Other income (expense)
Interest income (expense), net	(2,402		)	(7,770		)	(1,978		)	—			(12,150		)
Other, net	(26		)	2,075			30			(1,150		)	929
Total other income (expense)	(2,428		)	(5,695		)	(1,948		)	(1,150		)	(11,221		)
Income (loss) before taxes	(8,406		)	26,970			(1,871		)	—			16,693
Provision (benefit) for income taxes	(3,194		)	9,726			(732		)	—			5,800
Income (loss) before equity in net income of subsidiaries	(5,212		)	17,244			(1,139		)	—			10,893
Equity in net income (loss) of subsidiaries	16,105			(1,206		)	17,244			(32,143		)	—
Net income (loss)	$	10,893		$	16,038		$	16,105		$	(32,143	)	$	10,893

Net Income (loss)	$	10,893		$	16,038		$	16,105		$	(32,143	)	$	10,893
Other comprehensive income (loss), net of taxes	5,363			2,077			3,258			(5,335		)	5,363
Comprehensive income (loss)	$	16,256		$	18,115		$	19,363		$	(37,478	)	$	16,256

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the Three Months Ended June 30, 2014



($ in thousands)	Parent Company			Guarantor Companies			Non-Guarantor Companies			Elimination			Consolidation
Revenue	$	—		$	392,361		$	126,343		$	(13,665	)	$	505,039
Cost of goods and services	—			295,148			103,938			(12,354		)	386,732
Gross profit	—			97,213			22,405			(1,311		)	118,307
Selling, general and administrative expenses	7,034			71,110			19,617			(1,626		)	96,135
Restructuring and other related charges	—			349			9			—			358
Total operating expenses	7,034			71,459			19,626			(1,626		)	96,493
Income (loss) from operations	(7,034		)	25,754			2,779			315			21,814
Other income (expense)
Interest income (expense), net	(1,750		)	(7,367		)	(2,424		)	—			(11,541		)
Loss from debt extinguishment, net	—			—			—			—			—
Other, net	1,436			2,497			(997		)	(315		)	2,621
Total other income (expense)	(314		)	(4,870		)	(3,421		)	(315		)	(8,920		)
Income (loss) before taxes	(7,348		)	20,884			(642		)	—			12,894
Provision (benefit) for income taxes	(9,322		)	7,322			430			—			(1,570		)
Income (loss) before equity in net income of subsidiaries	1,974			13,562			(1,072		)	—			14,464
Equity in net income (loss) of subsidiaries	12,490			(1,161		)	13,562			(24,891		)	—
Net income (loss)	$	14,464		$	12,401		$	12,490		$	(24,891	)	$	14,464

Net Income (loss)	$	14,464		$	12,401		$	12,490		$	(24,891	)	$	14,464
Other comprehensive income (loss), net of taxes	3,126			(592		)	3,547			(2,955		)	3,126
Comprehensive income (loss)	$	17,590		$	11,809		$	16,037		$	(27,846	)	$	17,590

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the Nine Months Ended June 30, 2015



	Parent Company			Guarantor Companies			Non-Guarantor Companies			Elimination			Consolidation
Revenue	$	—		$	1,194,589		$	362,291		$	(43,006	)	$	1,513,874
Cost of goods and services	—			906,573			285,435			(33,987		)	1,158,021
Gross profit	—			288,016			76,856			(9,019		)	355,853
Selling, general and administrative expenses	16,799			214,717			61,734			(10,213		)	283,037
Total operating expenses	16,799			214,717			61,734			(10,213		)	283,037
Income (loss) from operations	(16,799		)	73,299			15,122			1,194			72,816
Other income (expense)
Interest income (expense), net	(6,530		)	(22,895		)	(6,219		)	—			(35,644		)
Other, net	541			4,985			(4,611		)	(1,194		)	(279		)
Total other income (expense)	(5,989		)	(17,910		)	(10,830		)	(1,194		)	(35,923		)
Income (loss) before taxes	(22,788		)	55,389			4,292			—			36,893
Provision (benefit) for income taxes	(8,659		)	20,525			1,541			—			13,407
Income (loss) before equity in net income of subsidiaries	(14,129		)	34,864			2,751			—			23,486
Equity in net income (loss) of subsidiaries	37,615			4,095			34,864			(76,574		)	—
Net income (loss)	$	23,486		$	38,959		$	37,615		$	(76,574	)	$	23,486

Net Income (loss)	$	23,486		$	38,959		$	37,615		$	(76,574	)	$	23,486
Other comprehensive income (loss), net of taxes	(40,839		)	(14,578		)	(25,962		)	40,540			(40,839		)
Comprehensive income (loss)	$	(17,353	)	$	24,381		$	11,653		$	(36,034	)	$	(17,353	)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the Nine Months Ended June 30, 2014



	Parent Company			Guarantor Companies			Non-Guarantor Companies			Elimination			Consolidation
Revenue	$	—		$	1,133,510		$	375,877		$	(43,203	)	$	1,466,184
Cost of goods and services	—			860,322			310,887			(38,822		)	1,132,387
Gross profit	—			273,188			64,990			(4,381		)	333,797

Selling, general and administrative expenses	20,525			207,725			50,025			(4,838		)	273,437
Restructuring and other related charges	—			1,841			51			—			1,892
Total operating expenses	20,525			209,566			50,076			(4,838		)	275,329

Income (loss) from operations	(20,525		)	63,622			14,914			457			58,468

Other income (expense)
Interest income (expense), net	(8,240		)	(21,946		)	(6,817		)	—			(37,003		)
Loss from debt extinguishment, net	(38,890		)	—			—			—			(38,890		)
Other, net	1,563			5,569			(2,365		)	(457		)	4,310
Total other income (expense)	(45,567		)	(16,377		)	(9,182		)	(457		)	(71,583		)
Income (loss) before taxes	(66,092		)	47,245			5,732			—			(13,115		)
Provision (benefit) for income taxes	(24,901		)	19,014			897			—			(4,990		)
Income (loss) before equity in net income of subsidiaries	(41,191		)	28,231			4,835			—			(8,125		)
Equity in net income (loss) of subsidiaries	33,066			4,587			28,231			(65,884		)	—
Net income (loss)	$	(8,125	)	$	32,818		$	33,066		$	(65,884	)	$	(8,125	)

Net Income (loss)	$	(8,125	)	$	32,818		$	33,066		$	(65,884	)	$	(8,125	)
Other comprehensive income (loss), net of taxes	2,628			1,277			840			(2,117		)	2,628
Comprehensive income (loss)	$	(5,497	)	$	34,095		$	33,906		$	(68,001	)	$	(5,497	)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Nine Months Ended June 30, 2015



	Parent Company			Guarantor Companies			Non-Guarantor Companies			Elimination			Consolidation
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	23,486		$	38,959		$	37,615		$	(76,574	)	$	23,486
Net cash provided by (used in) operating activities:	4,582			16,063			8,941			—			29,586
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, plant and equipment	(203		)	(40,918		)	(14,244		)	—			(55,365		)
Acquired businesses, net of cash acquired	—			(2,225		)	—			—			(2,225		)
Intercompany distributions	10,000			(10,000		)	—			—			—
Proceeds from sale of investments	8,891			—						—			8,891
Proceeds from sale of assets	—			90			185			—			275
Net cash provided by (used in) investing activities	18,688			(53,053		)	(14,059		)	—			(48,424		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock	371			—			—			—			371
Purchase of shares for treasury	(58,218		)	—			—			—			(58,218		)
Proceeds from long-term debt	112,000			116			9,407			—			121,523
Payments of long-term debt	(73,652		)	(1,009		)	(5,834		)	—			(80,495		)
Change in short-term borrowings	—			—			(81		)	—			(81		)
Financing costs	(592		)	—			—			—			(592		)
Tax benefit from exercise/vesting of equity awards, net	345			—			—			—			345
Dividends paid	(5,807		)	—			—			—			(5,807		)
Other, net	206			19,254			(19,254		)	—			206
Net cash provided by (used in) financing activities	(25,347		)	18,361			(15,762		)	—			(22,748		)
CASH FLOWS FROM DISCONTINUED OPERATIONS:
Net cash used in discontinued operations	—			—			(830		)	—			(830		)
Effect of exchange rate changes on cash and equivalents	—			—			(4,034		)	—			(4,034		)
NET DECREASE IN CASH AND EQUIVALENTS	(2,077		)	(18,629		)	(25,744		)	—			(46,450		)
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD	6,813			31,522			54,070			—			92,405
CASH AND EQUIVALENTS AT END OF PERIOD	$	4,736		$	12,893		$	28,326		$	—		$	45,955

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Nine Months Ended June 30, 2014



	Parent Company			Guarantor Companies			Non-Guarantor Companies			Elimination			Consolidation
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(8,125	)	$	32,818		$	33,066		$	(65,884	)	$	(8,125	)
Net cash provided by (used in) operating activities:	(10,966		)	(8,300		)	69,122			—			49,856
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, plant and equipment	(672		)	(45,749		)	(8,438		)	—			(54,859		)
Acquired businesses, net of cash acquired	—			(1,000		)	(61,306		)	—			(62,306		)
Intercompany distributions	10,000			(10,000		)	—			—			—
Investment purchases	(8,402		)	—			—			—			(8,402		)
Proceeds from sale of assets	—			298			193			—			491
Net cash provided by (used in) investing activities	926			(56,451		)	(69,551		)	—			(125,076		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock	584			—			—			—			584
Purchase of shares for treasury	(72,518		)	—			—			—			(72,518		)
Proceeds from long-term debt	649,568			(253		)	33,598			—			682,913
Payments of long-term debt	(597,613		)	(708		)	(3,813		)	—			(602,134		)
Change in short-term borrowings	—			—			3,138			—			3,138
Financing costs	(10,393		)	—			(535		)	—			(10,928		)
Purchase of ESOP shares	(10,000		)	—			—			—			(10,000		)
Tax benefit from exercise/vesting of equity awards, net	273			—			—			—			273
Dividends paid	(9,841		)	5,000			—			—			(4,841		)
Other, net	194			54,869			(54,869		)	—			194
Net cash provided by (used in) financing activities	(49,746		)	58,908			(22,481		)	—			(13,319		)
CASH FLOWS FROM DISCONTINUED OPERATIONS:
Net cash used in discontinued operations	—			—			(1,018		)	—			(1,018		)
Effect of exchange rate changes on cash and equivalents	—			—			(1,136		)	—			(1,136		)
NET DECREASE IN CASH AND EQUIVALENTS	(59,786		)	(5,843		)	(25,064		)	—			(90,693		)
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD	68,994			25,343			83,793			—			178,130
CASH AND EQUIVALENTS AT END OF PERIOD	$	9,208		$	19,500		$	58,729		$	—		$	87,437