CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION

12 Months Ended

Sep. 30, 2012

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, Ames True Temper Inc., and ATT Southern, 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 September 30, 2012 and 2011, and for the years ended September 30, 2012, 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, 2012

	Parent Company			Guarantor Companies		Non-Guarantor Companies		Elimination			Consolidation
CURRENT ASSETS
Cash and equivalents	$	125,093		$	34,782	$	49,779	$	—		$	209,654
Accounts receivable, net of allowances		—			187,487		81,279		(28,909	)		239,857
Contract costs and recognized income not yet billed, net of progress payments		—			69,216		1,561		—			70,777
Inventories, net		—			194,618		63,203		47			257,868
Prepaid and other current assets		(851	)		23,929		21,958		2,436			47,472
Assets of discontinued operations		—			—		587		—			587
Total Current Assets		124,242			510,032		218,367		(26,426	)		826,215
PROPERTY, PLANT AND EQUIPMENT, net		1,224			244,261		111,394		—			356,879
GOODWILL		—			288,147		70,225		—			358,372
INTANGIBLE ASSETS, net		—			164,633		65,840		—			230,473
INTERCOMPANY RECEIVABLE		508,984			648,347		542,025		(1,699,356	)		—
EQUITY INVESTMENTS IN SUBSIDIARIES		2,143,427			528,411		2,650,084		(5,321,922	)		—
OTHER ASSETS		49,718			60,609		8,187		(87,197	)		31,317
ASSETS OF DISCONTINUED OPERATIONS		—			—		2,936		—			2,936
Total Assets	$	2,827,595		$	2,444,440	$	3,669,058	$	(7,134,901	)	$	1,806,192
CURRENT LIABILITIES
Notes payable and current portion of long-term debt	$	1,625		$	1,032	$	15,046	$	—		$	17,703
Accounts payable and accrued liabilities		44,649			167,230		66,640		(26,478	)		252,041
Liabilities of discontinued operations		—			—		3,639		—			3,639
Total Current Liabilities		46,274			168,262		85,325		(26,478	)		273,383
LONG-TERM DEBT, net of debt discounts		655,023			9,782		17,102		—			681,907
INTERCOMPANY PAYABLES		—			558,905		1,149,748		(1,708,653	)		—
OTHER LIABILITIES		68,827			183,989		27,489		(87,198	)		193,107
LIABILITIES OF DISCONTINUED OPERATIONS		—			—		3,643		—			3,643
Total Liabilities		770,124			920,938		1,283,307		(1,822,329	)		1,152,040
SHAREHOLDERS’ EQUITY		2,057,471			1,523,502		2,385,751		(5,312,572	)		654,152
Total Liabilities and Shareholders’ Equity	$	2,827,595		$	2,444,440	$	3,669,058	$	(7,134,901	)	$	1,806,192

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		—		190,986		76,485		—			267,471
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		514,696		199,632		4,640			899,255
PROPERTY, PLANT AND EQUIPMENT, net		1,402		224,193		124,455		—			350,050
GOODWILL		—		283,491		74,397		—			357,888
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 STATEMENTS OF OPERATIONS

	Parent Company			Guarantor Companies			Non-Guarantor Companies			Elimination			Consolidation
Revenue	$	—		$	1,414,910		$	499,860		$	(53,625	)	$	1,861,145
Cost of goods and services		—			1,060,183			428,760			(46,603	)		1,442,340
Gross profit		—			354,727			71,100			(7,022	)		418,805
Selling, general and administrative expenses		18,982			267,677			62,564			(7,527	)		341,696
Restructuring and other related charges		—			4,674			15			—			4,689
Total operating expenses		18,982			272,351			62,579			(7,527	)		346,385
Income (loss) from operations		(18,982	)		82,376			8,521			505			72,420
Other income (expense)
Interest income (expense), net		(14,541	)		(25,183	)		(11,991	)		—			(51,715	)
Other, net		13			10,826			(7,756	)		(1,847	)		1,236
Total other income (expense)		(14,528	)		(14,357	)		(19,747	)		(1,847	)		(50,479	)
Income (loss) before taxes		(33,510	)		68,019			(11,226	)		(1,342	)		21,941
Provision (benefit) for income taxes		(20,363	)		25,366			(73	)		—			4,930
Income (loss) before equity in net income of subsidiaries		(13,147	)		42,653			(11,153	)		(1,342	)		17,011
Equity in net income (loss) of subsidiaries		31,500			(11,007	)		42,653			(63,146	)		—
Net income (loss)	$	18,353		$	31,646		$	31,500		$	(64,488	)	$	17,011

For the Year Ended September 30, 2011
	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		(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	)

For the Year Ended September 30, 2012

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

	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		(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 CASH FLOWS
For the Year Ended September 30, 2012

	Parent Company			Guarantor Companies			Non-Guarantor Companies			Elimination			Consolidation
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	18,353		$	31,646		$	31,500		$	(64,488	)	$	17,011
Net cash provided by (used in) operating activities		(24,315	)		93,349			21,096			—			90,130
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, plant and equipment		(155	)		(63,388	)		(5,308	)		—			(68,851	)
Acquired business, net of cash acquired		—			(22,432	)		—			—			(22,432	)
Intercompany distributions		10,000			(10,000	)		—			—			—
Proceeds from sale of investment		—			200			109			—			309
Net cash provided by (used in) investing activities		9,845			(95,620	)		(5,199	)		—			(90,974	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of shares for treasury		(10,382	)		—			—			—			(10,382	)
Proceeds from issuance of long-term debt		(23,000	)		491,372			27,000			(491,372	)		4,000
Payments of long-term debt		(1,625	)		(4,351	)		(12,570	)		—			(18,546	)
Decrease in short-term borrowings		—			—			(1,859	)		—			(1,859	)
Intercompany debt		—			—			—			—			—
Financing costs		(65	)		—			(32	)		—			(97	)
Tax effect from exercise/vesting of equity awards, net		834			—			—			—			834
Dividend		(4,743	)		(219,516	)		219,516			—			(4,743	)
Other, net		96			(245,616	)		(245,752	)		491,372			100
Net cash provided by (used in) financing activities		(38,885	)		21,889			(13,697	)		—			(30,693	)
CASH FLOWS FROM DISCONTINUED OPERATIONS:
Net cash used in operating activities		—			—			(2,801	)		—			(2,801	)
Net cash used in discontinued operations		—			—			(2,801	)		—			(2,801	)
Effect of exchange rate changes on cash and equivalents		—			—			963			—			963
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS		(53,355	)		19,618			362			—			(33,375	)
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD		178,448			15,164			49,417			—			243,029
CASH AND EQUIVALENTS AT END OF PERIOD	$	125,093		$	34,782		$	49,779		$	—		$	209,654

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

	Parent Company			Guarantor Companies			Non- Guarantor Companies			Elimination			Consolidation
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (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 effect from exercise/vesting of equity awards, net		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
CASH FLOWS FROM DISCONTINUED OPERATIONS:
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

	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 equipment lease deposits		—			(1,666	)		—			—			(1,666	)
Net cash provided by (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 effect from exercise/vesting of equity awards, net		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
CASH FLOWS FROM DISCONTINUED OPERATIONS:
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 PERIOD		223,511			37,865			59,457			—			320,833
CASH AND EQUIVALENTS AT END OF PERIOD	$	74,600		$	57,113		$	38,089		$	—		$	169,802