CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION

12 Months Ended

Sep. 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 years ended September 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 September 30, 2011

($ in thousands)	Parent Company		Guarantor Companies		Non- Guarantor Companies		Elimination			Consolidation
CURRENT ASSETS
Cash and equivalents	$	178,448	$	15,164	$	49,417	$	—		$	243,029
Accounts receivable, net of allowances		—		191,541		76,485		—			268,026
Contract costs and recognized income not yet billed,
net of progress payments		—		73,755		982		—			74,737
Inventories, net		—		194,355		69,454		—			263,809
Prepaid and other current assets		1,839		40,436		1,913		4,640			48,828
Assets of discontinued operations		—		—		1,381		—			1,381
Total Current Assets		180,287		515,251		199,632		4,640			899,810
PROPERTY, PLANT AND EQUIPMENT, net		1,402		224,193		124,455		—			350,050
GOODWILL		—		282,936		74,397		—			357,333
INTANGIBLE ASSETS, net		—		155,242		67,947		—			223,189
INTERCOMPANY RECEIVABLE		449,112		278,344		98,953		(826,409	)		—
EQUITY INVESTMENTS IN SUBSIDIARIES		2,844,527		746,686		2,397,258		(5,988,471	)		—
OTHER ASSETS		54,354		49,771		14,270		(87,198	)		31,197
ASSETS OF DISCONTINUED OPERATIONS		—		—		3,675		—			3,675
Total Assets	$	3,529,682	$	2,252,423	$	2,980,587	$	(6,897,438	)	$	1,865,254
CURRENT LIABILITIES
Notes payable and current portion of long-term debt	$	5,375	$	4,350	$	15,439	$	—		$	25,164
Accounts payable and accrued liabilities		36,765		199,742		44,774		4,640			285,921
Liabilities of discontinued operations		—		—		3,794		—			3,794
Total Current Liabilities		42,140		204,092		64,007		4,640			314,879
LONG-TERM DEBT, net of debt discounts		649,812		10,794		27,641		—			688,247
INTERCOMPANY Payables		—		89,198		737,211		(826,409	)		—
OTHER LIABILITIES		79,655		172,203		39,774		(87,198	)		204,434
LIABILITIES OF DISCONTINUED OPERATIONS		—		—		5,786		—			5,786
Total Liabilities		771,607		476,287		874,419		(908,967	)		1,213,346
SHAREHOLDERS’ EQUITY		2,758,075		1,776,136		2,106,168		(5,988,471	)		651,908
Total Liabilities and Shareholders’ Equity	$	3,529,682	$	2,252,423	$	2,980,587	$	(6,897,438	)	$	1,865,254

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		—		182,372		70,480		—			252,852
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		553,929		177,294		(315	)		811,471
PROPERTY, PLANT AND EQUIPMENT, net		1,267		204,919		108,574		—			314,760
GOODWILL		—		282,937		77,812		—			360,749
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	$	2,539,982	$	3,287,898	$	(7,466,570	)	$	1,753,701
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		229,388		61,851		(315	)		315,171
Liabilities of discontinued operations		—		—		4,289		—			4,289
Total Current Liabilities		24,872		230,523		85,281		(315	)		340,361
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		627,211		790,297		(558,597	)		1,042,986
SHAREHOLDERS’ EQUITY		3,208,316		1,912,771		2,497,601		(6,907,973	)		710,715
Total Liabilities and Shareholders’ Equity	$	3,392,391	$	2,539,982	$	3,287,898	$	(7,466,570	)	$	1,753,701

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
For the Year Ended September 30, 2011

($ in thousands)	Parent Company			Guarantor Companies			Non- Guarantor Companies			Elimination			Consolidation
Revenue	$	—		$	1,379,535		$	489,342		$	(38,075	)	$	1,830,802
Cost of goods and services		—			1,055,520			421,261			(39,440	)		1,437,341
Gross profit		—			324,015			68,081			1,365			393,461
Selling, general and administrative expenses		16,292			256,880			57,538			(341	)		330,369
Restructuring and other related charges		364			7,018			161			—			7,543
Total operating expenses		16,656			263,898			57,699			(341	)		337,912
Income (loss) from operations		(16,656	)		60,117			10,382			1,706			55,549
Other income (expense)
Interest income (expense), net		(12,607	)		(26,414	)		(8,427	)		—			(47,448	)
Loss from debt extinguishment, net		—			(397	)		(25,767	)		—			(26,164	)
Other, net		(648	)		6,882			(1,338	)		(1,182	)		3,714
Total other income (expense)		(13,255	)		(19,929	)		(35,532	)		(1,182	)		(69,898	)
Income (loss) before taxes and discontinued operations		(29,911	)		40,188			(25,150	)		524			(14,349	)
Provision (benefit) for income taxes		(14,943	)		17,977			(9,952	)		—			(6,918	)
Income (loss) before equity in net income of subsidiaries		(14,968	)		22,211			(15,198	)		524			(7,431	)
Equity in net income (loss) of subsidiaries		7,013			1,139			22,211			(30,363	)		—
Income (loss) from operations		(7,955	)		23,350			7,013			(29,839	)		(7,431	)
Income from discontinued operations		—			—			—			—			—
Net income (loss)	$	(7,955	)	$	23,350		$	7,013		$	(29,839	)	$	(7,431	)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
For the Year Ended September 30, 2010

($ in thousands)	Parent Company			Guarantor Companies			Non- Guarantor Companies			Elimination			Consolidation
Revenue	$	—		$	983,665		$	323,867		$	(13,536	)	$	1,293,996
Cost of goods and services		—			740,622			279,632			(14,562	)		1,005,692
Gross profit		—			243,043			44,235			1,026			288,304
Selling, general and administrative expenses		26,491			190,308			44,860			(256	)		261,403
Restructuring and other related charges		—			4,180			—			—			4,180
Total operating expenses		26,491			194,488			44,860			(256	)		265,583
Income (loss) from operations		(26,491	)		48,555			(625	)		1,282			22,721
Other income (expense)
Interest income (expense), net		(8,607	)		6,010			(9,316	)		—			(11,913	)
Loss from debt extinguishment, net		(6	)		(1,111	)		—			—			(1,117	)
Other intercompany		—			(5,217	)		5,217			—			—
Other, net		999			6,917			(2,513	)		(1,282	)		4,121
Total other income (expense)		(7,614	)		6,599			(6,612	)		(1,282	)		(8,909	)
Income (loss) before taxes and discontinued operations		(34,105	)		55,154			(7,237	)		—			13,812
Provision (benefit) for income taxes		(14,853	)		18,017			1,144			—			4,308
Income (loss) before equity in net income of subsidiaries		(19,252	)		37,137			(8,381	)		—			9,504
Equity in net income (loss) of subsidiaries		28,844			1,115			37,137			(67,096	)		—
Income (loss) from operations		9,592			38,252			28,756			(67,096	)		9,504
Income from discontinued operations		—			—			88			—			88
Net income (loss)	$	9,592		$	38,252		$	28,844		$	(67,096	)	$	9,592

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
For the Year Ended September 30, 2009

($ in thousands)	Parent Company			Guarantor Companies			Non- Guarantor Companies			Elimination			Consolidation
Revenue	$	—		$	919,072		$	283,945		$	(8,967	)	$	1,194,050
Cost of goods and services		—			706,051			240,869			(9,993	)		936,927
Gross profit		—			213,021			43,076			1,026			257,123
Selling, general and administrative expenses		20,643			179,759			30,590			(256	)		230,736
Restructuring and other related charges		—			1,240			—			—			1,240
Total operating expenses		20,643			180,999			30,590			(256	)		231,976
Income (loss) from operations		(20,643	)		32,022			12,486			1,282			25,147
Other income (expense)
Interest income (expense), net		(5,996	)		(1,356	)		(4,200	)		—			(11,552	)
Gain from debt extinguishment, net		4,488			—			—			—			4,488
Other intercompany		—			5,570			(5,570	)		—			—
Other, net		68			6,079			(3,343	)		(1,282	)		1,522
Total other income (expense)		(1,440	)		10,293			(13,113	)		(1,282	)		(5,542	)
Income (loss) before taxes and discontinued operations		(22,083	)		42,315			(627	)		—			19,605
Provision (benefit) for income taxes		(8,974	)		11,135			(474	)		—			1,687
Income (loss) before equity in net income of subsidiaries		(13,109	)		31,180			(153	)		—			17,918
Equity in net income (loss) of subsidiaries		31,817			(412	)		31,180			(62,585	)		—
Income (loss) from operations		18,708			30,768			31,027			(62,585	)		17,918
Income from discontinued operations		—			—			790			—			790
Net income (loss)	$	18,708		$	30,768		$	31,817		$	(62,585	)	$	18,708

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Year Ended September 30, 2011

($ in thousands)	Parent Company			Guarantor Companies			Non- Guarantor Companies			Elimination			Consolidation
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(7,955	)	$	23,350		$	7,013		$	(29,839	)	$	(7,431	)
Net cash provided by (used in) operating activities		43,407			38,657			(46,679	)		—			35,385
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, plant and equipment		(418	)		(55,455	)		(31,744	)		—			(87,617	)
Acquired business, net of cash acquired		—			(1,066	)		211			—			(855	)
Intercompany distributions		10,000			(10,000	)		—			—			—
Funds restricted for capital projects		—			4,629			—			—			4,629
Proceeds from sale of investment		—			68			1,442			—			1,510
Net cash provided by (used in) investing activities		9,582			(61,824	)		(30,091	)		—			(82,333	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of shares for treasury		(18,139	)		—			—			—			(18,139	)
Proceeds from issuance of long-term debt		569,973			—			104,278			—			674,251
Payments of long-term debt		(625	)		(31,138	)		(466,809	)		—			(498,572	)
Change in short-term borrowings		—			—			3,538			—			3,538
Intercompany debt		(468,372	)		—			468,372			—			—
Financing costs		(14,663	)		—			(6,990	)		—			(21,653	)
Purchase of ESOP shares		(19,973	)		—			—			—			(19,973	)
Exercise of stock options		2,306			—			—			—			2,306
Tax benefit from vesting of restricted stock		7			—			—			—			7
Other, net		345			12,356			(12,356	)		—			345
Net cash provided by (used in) financing activities		50,859			(18,782	)		90,033			—			122,110
Net cash used in discontinued operations		—			—			(962	)		—			(962	)
Effect of exchange rate changes on cash and equivalents		—			—			(973	)		—			(973	)
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS		103,848			(41,949	)		11,328			—			73,227
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD		74,600			57,113			38,089			—			169,802
CASH AND EQUIVALENTS AT END OF PERIOD	$	178,448		$	15,164		$	49,417		$	—		$	243,029

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Year Ended September 30, 2010

($ in thousands)	Parent Company			Guarantor Companies			Non- Guarantor Companies			Elimination			Consolidation
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	9,592		$	38,252		$	28,844		$	(67,096	)	$	9,592
Net cash provided by (used in) operating activities		(10,163	)		87,620			5,668			—			83,125
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, plant and equipment		(720	)		(28,713	)		(11,044	)		—			(40,477	)
Acquired business, net of cash acquired		(167,950	)		—			(374,050	)		—			(542,000	)
Intercompany distributions		10,000			(10,000	)		—			—			—
Change in decrease in equipment lease deposits		—			(1,666	)		—			—			(1,666	)
Net cash used in investing activities		(158,670	)		(40,379	)		(385,094	)		—			(584,143	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock		2,823			—			—			—			2,823
Proceeds from issuance of long-term debt		100,000			40,000			403,875			—			543,875
Payments of long-term debt		(79,473	)		(85,086	)		(12,243	)		—			(176,802	)
Financing costs		(4,278	)		—			(13,177	)		—			(17,455	)
Exercise of stock options		343			—			—			—			343
Tax benefit from vesting of restricted stock		325			—			—			—			325
Other, net		182			17,093			(17,091	)		—			184
Net cash provided by (used in) financing activities		19,922			(27,993	)		361,364			—			353,293
Net cash used in discontinued operations		—			—			(638	)		—			(638	)
Effect of exchange rate changes on cash and equivalents		—			—			(2,668	)		—			(2,668	)
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS		(148,911	)		19,248			(21,368	)		—			(151,031	)
CASH AND EQUIVALENTS AT BEGINNING OF YEAR		223,511			37,865			59,457			—			320,833
CASH AND EQUIVALENTS AT END OF YEAR	$	74,600		$	57,113		$	38,089		$	—		$	169,802

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Year Ended September 30, 2009

($ in thousands)	Parent Company			Guarantor Companies			Non- Guarantor Companies			Elimination			Consolidation
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	18,708		$	30,768		$	31,817		$	(62,585	)	$	18,708
Net cash provided by operating activities		3,556			69,939			10,605			—			84,100
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, plant and equipment		(372	)		(23,888	)		(8,437	)		—			(32,697	)
Intercompany distributions		10,000			(10,000	)		—			—			—
Proceeds from sale of assets		—			—			200			—			200
Change in equipment lease deposits		—			(336	)		—			—			(336	)
Net cash provided by (used in) investing activities		9,628			(34,224	)		(8,237	)		—			(32,833	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock		7,257			—			—			—			7,257
Proceeds from issuance of long-term debt		4,370			6,523			538			—			11,431
Payments of long-term debt		(43,885	)		(11,563	)		(1,228	)		—			(56,676	)
Change in short-term borrowings		—			—			(866	)		—			(866	)
Financing costs		(541	)		—			(56	)		—			(597	)
Purchase of ESOP shares		(4,370	)		—			—			—			(4,370	)
Tax benefit from vesting of restricted stock		217			—			—			—			217
Other, net		(275	)		(34,339	)		35,016			—			402
Net cash provided by (used in) financing activities		(37,227	)		(39,379	)		33,404			—			(43,202	)
Net cash used in discontinued operations		—			—			(1,305	)		—			(1,305	)
Effect of exchange rate changes on cash and equivalents		—			—			2,152			—			2,152
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS		(24,043	)		(3,664	)		36,619			—			8,912
CASH AND EQUIVALENTS AT BEGINNING OF YEAR		247,554			41,529			22,838			—			311,921
CASH AND EQUIVALENTS AT END OF YEAR	$	223,511		$	37,865		$	59,457		$	—		$	320,833