CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION

9 Months Ended

Jun. 30, 2011

Consolidating Guarantor And Non Guarantor Financial Information [Text Block]

NOTE 21 — 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 and Ames True Temper Inc. 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 and for the three and nine month periods ended June 30, 2011 and 2010. 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.

CONDENSED CONSOLIDATING BALANCE SHEETS
At June 30, 2011

($ in thousands)	Parent Company		Guarantor Companies		Non- Guarantor Companies		Elimination			Consolidation
CURRENT ASSETS
Cash and equivalents	$	174,739	$	29,911	$	41,904	$	—		$	246,554
Accounts receivable, net of allowances		—		178,662		74,491		—			253,153
Contract costs and recognized income not yet billed, net of progress payments		—		63,536		1,018		—			64,554
Inventories, net		—		203,958		72,973		—			276,931
Prepaid and other current assets		16,755		48,450		1,011		(1,016	)		65,200
Assets of discontinued operations		—		—		1,387		—			1,387
Total Current Assets		191,494		524,517		192,784		(1,016	)		907,779
PROPERTY, PLANT AND EQUIPMENT, net		1,377		214,845		135,740		—			351,962
GOODWILL		—		278,275		83,301		—			361,576
INTANGIBLE ASSETS, net		—		156,212		74,378		—			230,590
INTERCOMPANY RECEIVABLE		468,372		275,625		25,204		(769,201	)		—
EQUITY INVESTMENTS IN SUBSIDIARIES		2,816,629		659,525		2,384,638		(5,860,792	)		—
OTHER ASSETS		55,554		44,045		13,599		(81,729	)		31,469
ASSETS OF DISCONTINUED OPERATIONS		—		—		3,727		—			3,727
Total Assets	$	3,533,426	$	2,153,044	$	2,913,371	$	(6,712,738	)	$	1,887,103
CURRENT LIABILITIES
Notes payable and current portion of long-term debt	$	1,125	$	4,356	$	13,826	$	—		$	19,307
Accounts payable and accrued liabilities		31,033		188,881		52,253		(1,016	)		271,151
Liabilities of discontinued operations		—		—		4,042		—			4,042
Total Current Liabilities		32,158		193,237		70,121		(1,016	)		294,500
LONG-TERM DEBT, net of debt discounts		649,185		10,846		14,499		—			674,530
INTERCOMPANY Payables		—		34,195		735,006		(769,201	)		—
OTHER LIABILITIES		79,746		163,996		33,006		(81,729	)		195,019
LIABILITIES OF DISCONTINUED OPERATIONS		—		—		5,729		—			5,729
Total Liabilities		761,089		402,274		858,361		(851,946	)		1,169,778
SHAREHOLDERS’ EQUITY		2,772,337		1,750,770		2,055,010		(5,860,792	)		717,325
Total Liabilities and Shareholders’ Equity	$	3,533,426	$	2,153,494	$	2,913,371	$	(6,712,738	)	$	1,887,103

CONDENSED CONSOLIDATING BALANCE SHEETS
At September 30, 2010

($ in thousands)	Parent Company		Guarantor Companies		Non- Guarantor Companies		Elimination			Consolidation
CURRENT ASSETS
Cash and equivalents	$	74,600	$	57,113	$	38,089	$	—		$	169,802
Accounts receivable, net of allowances		—		181,549		70,480		—			252,029
Contract costs and recognized income not yet billed, net of progress payments		—		62,681		474		—			63,155
Inventories, net		—		211,920		56,881		—			268,801
Prepaid and other current assets		5,963		39,843		10,291		(315	)		55,782
Assets of discontinued operations		—		—		1,079		—			1,079
Total Current Assets		80,563		553,106		177,294		(315	)		810,648
PROPERTY, PLANT AND EQUIPMENT, net		1,267		205,085		108,574		—			314,926
GOODWILL		—		278,275		77,812		—			356,087
INTANGIBLE ASSETS, net		—		91,507		141,504		—			233,011
INTERCOMPANY RECEIVABLE		—		271,143		218,488		(489,631	)		—
EQUITY INVESTMENTS IN SUBSIDIARIES		3,269,975		1,091,359		2,546,639		(6,907,973	)		—
OTHER ASSETS		40,586		44,188		11,784		(68,651	)		27,907
ASSETS OF DISCONTINUED OPERATIONS		—		—		5,803		—			5,803
Total Assets	$	3,392,391	$	2,534,663	$	3,287,898	$	(7,466,570	)	$	1,748,382
CURRENT LIABILITIES
Notes payable and current portion of long-term debt	$	625	$	1,135	$	19,141	$	—		$	20,901
Accounts payable and accrued liabilities		24,247		224,069		61,851		(315	)		309,852
Liabilities of discontinued operations		—		—		4,289		—			4,289
Total Current Liabilities		24,872		225,204		85,281		(315	)		335,042
LONG-TERM DEBT, net of debt discounts		82,382		44,902		376,651		—			503,935
INTERCOMPANY PAYABLES		—		238,392		251,239		(489,631	)		—
OTHER LIABILITIES		76,821		113,394		68,680		(68,651	)		190,244
LIABILITIES OF DISCONTINUED OPERATIONS		—		—		8,446		—			8,446
Total Liabilities		184,075		621,892		790,297		(558,597	)		1,037,667
SHAREHOLDERS’ EQUITY		3,208,316		1,912,771		2,497,601		(6,907,973	)		710,715
Total Liabilities and Shareholders’ Equity	$	3,392,391	$	2,534,663	$	3,287,898	$	(7,466,570	)	$	1,748,382

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
For the Three Months Ended June 30, 2011

($ in thousands)	Parent Company			Guarantor Companies			Non- Guarantor Companies			Elimination			Consolidation
Revenue	$	—		$	344,229		$	121,993		$	(10,940	)	$	455,282
Cost of goods and services		—			255,237			112,185			(11,309	)		356,113
Gross profit		—			88,992			9,808			369			99,169
Selling, general and administrative expenses		6,285			62,190			13,663			(93	)		82,045
Restructuring and other related charges		—			2,016			102			—			2,118
Total operating expenses		6,285			64,206			13,765			(93	)		84,163
Income (loss) from operations		(6,285	)		24,786			(3,957	)		462			15,006
Other income (expense)
Interest income (expense), net		(3,600	)		2,667			(11,530	)		—			(12,463	)
Other, net		(1,349	)		7,139			(5,706	)		61			145
Total other income (expense)		(4,949	)		9,806			(17,236	)		61			(12,318	)
Income (loss) before taxes and discontinued operations		(11,234	)		34,592			(21,193	)		523			2,688
Provision (benefit) for income taxes		(8,708	)		10,254			(3,730	)		—			(2,184	)
Income (loss) before equity in net income of subsidiaries		(2,526	)		24,338			(17,463	)		523			4,872
Equity in net income of subsidiaries		6,875			(12,237	)		24,338			(18,976	)		—
Loss from operations		4,349			12,101			6,875			(18,453	)		4,872
Income from discontinued operations		—			—			—			—			—
Net loss	$	4,349		$	12,101		$	6,875		$	(18,453	)	$	4,872

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
For The Three Months Ended June 30, 2010

($ in thousands)	Parent Company			Guarantor Companies			Non- Guarantor Companies			Elimination			Consolidation
Revenue	$	—		$	249,885		$	74,832		$	2,309		$	327,026
Cost of goods and services		—			186,952			63,666			2,053			252,671
Gross profit		—			62,933			11,166			256			74,355
Selling, general and administrative expenses		7,229			45,457			9,028			(64	)		61,650
Restructuring and other related charges		—			1,489			—			—			1,489
Total operating expenses		7,229			46,946			9,028			(64	)		63,139
Income (loss) from operations		(7,229	)		15,987			2,138			320			11,216
Other income (expense)
Interest income (expense), net		(2,613	)		1,101			(2,167	)		—			(3,679	)
Gain from debt extinguishment, net		—			—			—			—			—
Other, net		(425	)		2,042			(1,880	)		(320	)		(583	)
Total other income (expense)		(3,038	)		3,143			(4,047	)		(320	)		(4,262	)
Income (loss) before taxes and discontinued operations		(10,267	)		19,130			(1,909	)		—			6,954
Provision (benefit) for income taxes		(4,879	)		6,590			254			—			1,965
Income (loss) before equity in net income of subsidiaries		(5,388	)		12,540			(2,163	)		—			4,989
Equity in net income of subsidiaries		10,356			(2,275	)		12,540			(20,621	)		—
Income from operations		4,968			10,265			10,377			(20,621	)		4,989
Loss from discontinued operations		—			—			(21	)		—			(21	)
Net income	$	4,968		$	10,265		$	10,356		$	(20,621	)	$	4,968

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
For the Nine Months Ended June 30, 2011

($ in thousands)	Parent Company			Guarantor Companies			Non- Guarantor Companies			Elimination			Consolidation
Revenue	$	—		$	1,013,130		$	361,365		$	(28,682	)	$	1,345,813
Cost of goods and services		—			778,650			308,669			(29,677	)		1,057,642
Gross profit		—			234,480			52,696			995			288,171
Selling, general and administrative expenses		16,848			187,151			43,103			(249	)		246,853
Restructuring and other related charges		—			4,498			225			—			4,723
Total operating expenses		16,848			191,649			43,328			(249	)		251,576
Income (loss) from operations		(16,848	)		42,831			9,368			1,244			36,595
Other income (expense)
Interest income (expense), net		(8,997	)		4,366			(30,208	)		—			(34,839	)
Loss from debt extinguishment, net		—			(397	)		(25,767	)		—			(26,164	)
Other, net		(42	)		4,908			(738	)		(721	)		3,407
Total other income (expense)		(9,039	)		8,877			(56,713	)		(721	)		(57,596	)
Income (loss) before taxes and discontinued operations		(25,887	)		51,708			(47,345	)		523			(21,001	)
Provision (benefit) for income taxes		(14,594	)		21,471			(17,069	)		—			(10,192	)
Income (loss) before equity in net income of subsidiaries		(11,293	)		30,237			(30,276	)		523			(10,809	)
Equity in net income (loss) of subsidiaries		(39	)		2,122			30,237			(32,320	)		—
Loss from operations		(11,332	)		32,359			(39	)		(31,797	)		(10,809	)
Income from discontinued operations		—			—			—			—			—
Net income (loss)	$	(11,332	)	$	32,359		$	(39	)	$	(31,797	)	$	(10,809	)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
For The Nine Months Ended June 30, 2010

($ in thousands)	Parent Company			Guarantor Companies			Non- Guarantor Companies			Elimination			Consolidation
Revenue	$	—		$	720,738		$	227,842		$	(2,420	)	$	946,160
Cost of goods and services		—			539,936			195,707			(3,189	)		732,454
Gross profit		—			180,802			32,135			769			213,706
Selling, general and administrative expenses		20,950			140,396			26,512			(192	)		187,666
Restructuring and other related charges		—			3,720			—			—			3,720
Total operating expenses		20,950			144,116			26,512			(192	)		191,386
Income (loss) from operations		(20,950	)		36,686			5,623			961			22,320
Other income (expense)
Interest income (expense), net		(6,851	)		3,772			(7,045	)		—			(10,124	)
Loss from debt extinguishment, net		(6	)		—			—			—			(6	)
Other, net		(425	)		3,705			(1,686	)		(961	)		633
Total other income (expense)		(7,282	)		7,477			(8,731	)		(961	)		(9,497	)
Income (loss) before taxes and discontinued operations		(28,232	)		44,163			(3,108	)		—			12,823
Provision (benefit) for income taxes		(12,401	)		15,356			(1,335	)		—			1,620
Income (loss) before equity in net income of subsidiaries		(15,831	)		28,807			(1,773	)		—			11,203
Equity in net income (loss) of subsidiaries		27,123			(2,048	)		28,807			(53,882	)		—
Income (loss) from operations		11,292			26,759			27,034			(53,882	)		11,203
Income from discontinued operations		—			—			89			—			89
Net income (loss)	$	11,292		$	26,759		$	27,123		$	(53,882	)	$	11,292

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Nine Months Ended June 30, 2011

($ in thousands)	Parent Company			Guarantor Companies			Non- Guarantor Companies			Elimination			Consolidation
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(11,332	)	$	32,359		$	(39	)	$	(31,797	)	$	(10,809	)
Net cash used in operating activities		21,279			35,824			(44,048	)		—			13,055
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, plant and equipment		(321	)		(36,400	)		(28,253	)		—			(64,974	)
Acquired business, net of cash acquired		—			(1,066	)		211			—			(855	)
Intercompany distributions		10,000			(10,000	)		—			—			—
Funds restricted for capital projects		—			3,875			—			—			3,875
Proceeds from sale of investment		—			—			1,333			—			1,333
Increase in equipment lease deposits		—			—			—			—			—
Net cash provided by (used in) investing activities		9,679			(43,591	)		(26,709	)		—			(60,621	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt		565,673			—			75,290			—			640,963
Payments of long-term debt		(469	)		(30,850	)		(463,890	)		—			(495,209	)
Decrease in short-term borrowings		—			—			12,730			—			12,730
Intercompany debt		(468,372	)		—			468,372			—			—
Financing costs		(14,354	)		—			(6,989	)		—			(21,343	)
Purchase of ESOP shares		(15,673	)		—			(1	)		—			(15,674	)
Exercise of stock options		20			—			—			—			20
Tax benefit from vesting of restricted stock		2,334			—			—			—			2,334
Other, net		22			11,415			(11,415	)		—			22
Net cash provided by financing activities		69,181			(19,435	)		74,097			—			123,843
Net cash used in discontinued operations		—			—			(829	)		—			(829	)
Effect of exchange rate changes on cash and equivalents		—			—			1,304			—			1,304
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS		100,139			(27,202	)		3,815			—			76,752
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD		74,600			57,113			38,089			—			169,802
CASH AND EQUIVALENTS AT END OF PERIOD	$	174,739		$	29,911		$	41,904		$	—		$	246,554

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For The Nine Months Ended June 30, 2010

($ in thousands)	Parent Company			Guarantor Companies			Non- Guarantor Companies			Elimination			Consolidation
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	11,292		$	26,759		$	27,123		$	(53,882	)	$	11,292
Net cash provided by (used in) operating activities		(13,129	)		63,984			(2,661	)		—			48,194
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, plant and equipment		(683	)		(21,760	)		(4,138	)		—			(26,581	)
Intercompany distributions		7,500			(7,500	)		—			—			—
Decrease in equipment lease deposits		—			(1,040	)		—			—			(1,040	)
Net cash provided by (used in) investing activities		6,817			(30,300	)		(4,138	)		—			(27,621	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt		100,000			—			—			—			100,000
Payments of long-term debt		(30,144	)		(50,724	)		(182	)		—			(81,050	)
Financing costs		(4,145	)		—			—			—			(4,145	)
Exercise of stock options		299			—			—			—			299
Tax benefit from vesting of restricted stock		99			—			—			—			99
Other, net		192			5,047			(5,047	)		—			192
Net cash provided by (used in) financing activities		66,301			(45,677	)		(5,229	)		—			15,395
Net cash used in discontinued operations		—			—			(449	)		—			(449	)
Effect of exchange rate changes on cash and equivalents		—			—			(4,719	)		—			(4,719	)
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS		59,989			(11,993	)		(17,196	)		—			30,800
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD		223,511			37,865			59,457			—			320,833
CASH AND EQUIVALENTS AT END OF PERIOD	$	283,500		$	25,872		$	42,261		$	—		$	351,633