CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION

12 Months Ended

Sep. 30, 2020

Consolidating Guarantor And Non Guarantor Financial Information [Abstract]

CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION

CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION

Griffon’s Senior Notes are fully and unconditionally guaranteed, jointly and severally, by Clopay Corporation, Telephonics Corporation, The AMES Companies, Inc., ATT Southern LLC, Clopay Ames Holding Corp., ClosetMaid, LLC, CornellCookson, LLC and Cornell Real Estate Holdings, LLC. all of which are indirectly 100% owned by Griffon. In accordance with Rule 3-10 of Regulation S-X promulgated under the Securities Act, presented below are condensed consolidating financial information as of September 30, 2020 and 2019, and for the years ended September 30, 2020, 2019 and 2018. 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.

The indenture relating to the Senior Notes (the “Indenture”) contain 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 September 30, 2020

	Parent Company		Guarantor Companies		Non-Guarantor Companies			Elimination			Consolidation
CURRENT ASSETS
Cash and equivalents	$	125,353	$	35,685	$	57,051		$	—		$	218,089
Accounts receivable, net of allowances	—		293,943		54,181			—			348,124
Contract assets, net of progress payments	—		80,572		3,854			—			84,426
Inventories	—		347,473		66,352			—			413,825
Prepaid and other current assets	14,650		25,974		6,273			—			46,897
Assets of discontinued operations	—		—		2,091			—			2,091
Total Current Assets	140,003		783,647		189,802			—			1,113,452
PROPERTY, PLANT AND EQUIPMENT, net	1,182		296,082		46,700			—			343,964
OPERATING LEASE RIGHT-OF-USE ASSETS	9,209		129,813		22,605			—			161,627
GOODWILL	—		377,060		65,583			—			442,643
INTANGIBLE ASSETS, net	93		217,317		137,618			—			355,028
INTERCOMPANY RECEIVABLE	568,124		704,415		257,013			(1,529,552		)	—
EQUITY INVESTMENTS IN SUBSIDIARIES	1,724,821		784,644		3,176,855			(5,686,320		)	—
OTHER ASSETS	12,585		25,953		(5,641		)	—			32,897
ASSETS OF DISCONTINUED OPERATIONS	—		—		6,406			—			6,406
Total Assets	$	2,456,017	$	3,318,931	$	3,896,941		$	(7,215,872	)	$	2,456,017
CURRENT LIABILITIES
Notes payable and current portion of long-term debt	$	—	$	2,855	$	7,067		$	—		$	9,922
Accounts payable and accrued liabilities	37,281		276,580		89,818			—			403,679
Current portion of operating lease liabilities	1,849		24,436		5,563			—			31,848
Liabilities of discontinued operations	—		—		3,797			—			3,797
Total Current Liabilities	39,130		303,871		106,245			—			449,246
LONG-TERM DEBT, net	995,636		15,992		25,414			—			1,037,042
LONG-TERM OPERATING LEASE LIABILITIES	8,415		110,061		17,578			—			136,054
INTERCOMPANY PAYABLES	683,076		397,846		459,599			(1,540,521		)	—
OTHER LIABILITIES	29,609		85,731		11,170			—			126,510
LIABILITIES OF DISCONTINUED OPERATIONS	—		—		7,014			—			7,014
Total Liabilities	1,755,866		913,501		627,020			(1,540,521		)	1,755,866
SHAREHOLDERS’ EQUITY	700,151		2,405,430		3,269,921			(5,675,351		)	700,151
Total Liabilities and Shareholders’ Equity	$	2,456,017	$	3,318,931	$	3,896,941		$	(7,215,872	)	$	2,456,017

CONDENSED CONSOLIDATING BALANCE SHEETS

At September 30, 2019

	Parent Company	Guarantor Companies	Non-Guarantor Companies		Elimination		Consolidation
CURRENT ASSETS
Cash and equivalents	1,649	25,217	45,511		—		72,377
Accounts receivable, net of allowances	—	225,870	38,580		—		264,450
Contract assets, net of progress payments	—	104,109	1,002		—		105,111
Inventories, net	—	372,581	69,540		—		442,121
Prepaid and other current assets	8,238	25,610	6,951		—		40,799
Assets of discontinued operations	—	—	321		—		321
Total Current Assets	9,887	753,387	161,905		—		925,179
PROPERTY, PLANT AND EQUIPMENT, net	1,184	289,282	46,860		—		337,326
GOODWILL	—	375,734	61,333		—		437,067
INTANGIBLE ASSETS, net	93	224,275	132,271		—		356,639
INTERCOMPANY RECEIVABLE	5,834	881,110	75,684		(962,628	)	—
EQUITY INVESTMENTS IN SUBSIDIARIES	1,628,031	581,438	3,233,038		(5,442,507	)	—
OTHER ASSETS	8,182	10,010	(2,352	)	—		15,840
ASSETS OF DISCONTINUED OPERATIONS	—	—	2,888		—		2,888
Total Assets	1,653,211	3,115,236	3,711,627		(6,405,135	)	2,074,939
CURRENT LIABILITIES
Notes payable and current portion of long-term debt	—	3,075	7,450		—		10,525
Accounts payable and accrued liabilities	41,796	265,055	68,390		—		375,241
Liabilities of discontinued operations	—	—	4,333		—		4,333
Total Current Liabilities	41,796	268,130	80,173		—		390,099
LONG-TERM DEBT, net	1,040,449	3,119	50,181		—		1,093,749
INTERCOMPANY PAYABLES	71,634	466,792	444,557		(982,983	)	—
OTHER LIABILITIES	21,569	73,411	15,017		—		109,997
LIABILITIES OF DISCONTINUED OPERATIONS	—	—	3,331		—		3,331
Total Liabilities	1,175,448	811,452	593,259		(982,983	)	1,597,176
SHAREHOLDERS’ EQUITY	477,763	2,303,784	3,118,368		(5,422,152	)	477,763
Total Liabilities and Shareholders’ Equity	1,653,211	3,115,236	3,711,627		(6,405,135	)	2,074,939

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the Year Ended September 30, 2020

	Parent Company			Guarantor Companies			Non-Guarantor Companies			Elimination			Consolidation
Revenue	$	—		$	1,938,972		$	507,621		$	(39,071	)	$	2,407,522
Cost of goods and services	—			1,450,924			355,696			(40,524		)	1,766,096
Gross profit	—			488,048			151,925			1,453			641,426
Selling, general and administrative expenses	24,876			357,901			103,991			(370		)	486,398
Income (loss) from operations	(24,876		)	130,147			47,934			1,823			155,028
Other income (expense)
Interest income (expense), net	(27,129		)	(38,301		)	(361		)	—			(65,791		)
Loss on extinguishment of debt	(7,925		)	—			—			—			(7,925		)
Other, net	(523		)	(7,946		)	11,762			(1,848		)	1,445
Total other income (expense)	(35,577		)	(46,247		)	11,401			(1,848		)	(72,271		)
Income (loss) before taxes	(60,453		)	83,900			59,335			(25		)	82,757
Provision (benefit) for income taxes	(11,907		)	25,445			15,788			2			29,328
Income (loss) before equity in net income of subsidiaries	(48,546		)	58,455			43,547			(27		)	53,429
Equity in net income (loss) of subsidiaries	101,975			43,505			58,455			(203,935		)	—
Net income (loss)	$	53,429		$	101,960		$	102,002		$	(203,962	)	$	53,429
Comprehensive income (loss)	$	47,253		$	101,960		$	102,002		$	(203,962	)	$	47,253

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the Year Ended September 30, 2019

	Parent Company			Guarantor Companies			Non-Guarantor Companies			Elimination			Consolidation
Revenue	$	—		$	1,808,824		$	437,542		$	(37,077	)	$	2,209,289
Cost of goods and services	—			1,353,663			310,707			(38,555		)	1,625,815
Gross profit	—			455,161			126,835			1,478			583,474
Selling, general and administrative expenses	22,566			327,306			97,661			(370		)	447,163
Income (loss) from operations	(22,566		)	127,855			29,174			1,848			136,311
Other income (expense)
Interest income (expense), net	(27,883		)	(39,288		)	(89		)	—			(67,260		)
Other, net	(778		)	(17,699		)	23,452			(1,848		)	3,127
Total other income (expense)	(28,661		)	(56,987		)	23,363			(1,848		)	(64,133		)
Income (loss) before taxes	(51,227		)	70,868			52,537			—			72,178
Provision (benefit) for income taxes	(7,425		)	20,534			13,447			—			26,556
Income (loss) before equity in net income of subsidiaries	(43,802		)	50,334			39,090			—			45,622
Equity in net income (loss) of subsidiaries	81,089			44,303			50,334			(175,726		)	—
Income (loss) from continuing operations	37,287			94,637			89,424			(175,726		)	45,622
Income (loss) from operations of discontinued businesses	—			—			(11,050		)	—			(11,050		)
Provision (benefit) from income taxes	—			—			(2,715		)	—			(2,715		)
Income (loss) from discontinued operations	—			—			(8,335		)	—			(8,335		)
Net Income (loss)	$	37,287		$	94,637		$	81,089		$	(175,726	)	$	37,287
Comprehensive income (loss)	$	5,483		$	87,851		$	87,875		$	(175,726	)	$	5,483

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the Year Ended September 30, 2018

	Parent Company			Guarantor Companies			Non-Guarantor Companies			Elimination			Consolidation
Revenue	$	—		$	1,638,792		$	367,149		$	(28,023	)	$	1,977,918
Cost of goods and services	—			1,250,261			245,687			(29,348		)	1,466,600
Gross profit	—			388,531			121,462			1,325			511,318
Selling, general and administrative expenses	37,540			290,475			90,872			(370		)	418,517
Income (loss) from operations	(37,540		)	98,056			30,590			1,695			92,801
Other income (expense)
Interest income (expense), net	(23,911		)	(31,913		)	(8,047		)	—			(63,871		)
Other, net	(7,666		)	125,531			(111,248		)	(1,737		)	4,880
Total other income (expense)	(31,577		)	93,618			(119,295		)	(1,737		)	(58,991		)
Income (loss) before taxes from continuing operations	(69,117		)	191,674			(88,705		)	(42		)	33,810
Provision (benefit) for income taxes	(17,692		)	9,546			8,743			(42		)	555
Income (loss) before equity in net income of subsidiaries	(51,425		)	182,128			(97,448		)	—			33,255
Equity in net income (loss) of subsidiaries	177,103			(151,864		)	182,128			(207,367		)	—
Income (loss) from continuing operations	125,678			30,264			84,680			(207,367		)	33,255
Income from operations of discontinued businesses	—			119,981			—			—			119,981
Provision (benefit) from income taxes	—			27,558			—			—			27,558
Loss from discontinued operations	—			92,423			—			—			92,423
Net income (loss)	$	125,678		$	122,687		$	84,680		$	(207,367	)	$	125,678
Comprehensive income (loss)	$	152,047		$	143,936		$	81,389		$	(225,325	)	$	152,047

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Year Ended September 30, 2020

	Parent Company			Guarantor Companies			Non-Guarantor Companies			Elimination			Consolidation
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	53,429		$	101,960		$	102,002		$	(203,962	)	$	53,429
Net cash provided by operating activities	23,114			55,353			58,562			—			137,029
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, plant and equipment	(348		)	(42,268		)	(6,382		)	—			(48,998		)
Acquired business, net of cash acquired	—			—			(10,531		)	—			(10,531		)
Proceeds from sale of assets	—			345			7			—			352
Investment purchases	(130		)	—			—			—			(130		)
Net cash used in investing activities	(478		)	(41,923		)	(16,906		)	—			(59,307		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock	178,165			—			—			—			178,165
Purchase of shares for treasury	(7,479		)	—			—			—			(7,479		)
Proceeds from long-term debt	1,234,723			—			5,357			—			1,240,080
Payments of long-term debt	(1,272,688		)	(3,421		)	(32,806		)	—			(1,308,915		)
Financing costs	(17,384		)	—			—			—			(17,384		)
Acquisition costs	—			—			(1,733		)	—			(1,733		)
Dividends paid	(14,529		)	—			—			—			(14,529		)
Other, net	260			580			(855		)	—			(15		)
Net cash provided by (used in) financing activities	101,068			(2,841		)	(30,037		)	—			68,190
CASH FLOWS FROM DISCONTINUED OPERATIONS:
Net cash used in discontinued operations	—			—			(2,577		)	—			(2,577		)
Effect of exchange rate changes on cash and equivalents	—			(121		)	2,498			—			2,377
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS	123,704			10,468			11,540			—			145,712
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD	1,649			25,217			45,511			—			72,377
CASH AND EQUIVALENTS AT END OF PERIOD	$	125,353		$	35,685		$	57,051		$	—		$	218,089

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Year Ended September 30, 2019

	Parent Company			Guarantor Companies			Non-Guarantor Companies			Elimination			Consolidation
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	37,287		$	94,637		$	81,089		$	(175,726	)	$	37,287
Net (income) loss from discontinued operations	—			—			8,335			—			8,335
Net cash provided by (used in) operating activities	42,159			41,992			29,807			—			113,958
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, plant and equipment	(542		)	(38,872		)	(5,947		)	—			(45,361		)
Acquired business, net of cash acquired	(9,219		)	—			—			—			(9,219		)
Proceeds from sale of business	(9,500		)	—			—			—			(9,500		)
Insurance payments	(10,604		)	—			—			—			(10,604		)
Proceeds from sale of assets	—			254			26			—			280
Investment purchases	(149		)	—			—			—			(149		)
Net cash provided by (used in) investing activities	(30,014		)	(38,618		)	(5,921		)	—			(74,553		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of shares for treasury	(1,478		)	—			—			—			(1,478		)
Proceeds from long-term debt	163,297			—			38,451			—			201,748
Payments of long-term debt	(173,345		)	(2,973		)	(41,930		)	—			(218,248		)
Change in short-term borrowings	—			(366		)	—			—			(366		)
Financing costs	(1,090		)	—			—			—			(1,090		)
Contingent consideration for acquired businesses	—			—			(1,686		)	—			(1,686		)
Dividends paid	(13,676		)	—			—			—			(13,676		)
Other, net	(180		)	8,830			(8,830		)	—			(180		)
Net cash provided by (used in) financing activities	(26,472		)	5,491			(13,995		)	—			(34,976		)
CASH FLOWS FROM DISCONTINUED OPERATIONS:
Net cash used in discontinued operations	—			—			(2,123		)	—			(2,123		)
Effect of exchange rate changes on cash and equivalents	—			(1		)	314			—			313
NET INCREASE IN CASH AND EQUIVALENTS	(14,327		)	8,864			8,082			—			2,619
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD	15,976			16,353			37,429			—			69,758
CASH AND EQUIVALENTS AT END OF PERIOD	$	1,649		$	25,217		$	45,511		$	—		$	72,377

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Year Ended September 30, 2018

	Parent Company			Guarantor Companies			Non-Guarantor Companies			Elimination			Consolidation
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	125,678		$	122,687		$	84,680		$	(207,367	)	$	125,678
Net income (loss) from discontinued operations	—			(92,423		)	—			—			(92,423		)
Net cash provided by (used in) operating activities	381,417			(405,174		)	108,981			(27,032		)	58,192
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, plant and equipment	(544		)	(41,531		)	(8,063		)	—			(50,138		)
Acquired business, net of cash acquired	(368,936		)	(4,843		)	(57,153		)	—			(430,932		)
Proceeds from sale of business	—			474,727			—			—			474,727
Insurance proceeds	8,254			—			—			—			8,254
Proceeds from sale of property, plant and equipment	—			62			601			—			663
Net cash used in investing activities	(361,226		)	428,415			(64,615		)	—			2,574
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of shares for treasury	(45,605		)	—			—			—			(45,605		)
Proceeds from long-term debt	411,623			2,125			29,310			—			443,058
Payments of long-term debt	(269,478		)	(5,403		)	(26,112		)	—			(300,993		)
Change in short-term borrowings	—			144			—			—			144
Financing costs	(7,793		)	—			—			—			(7,793		)
Purchase of ESOP shares	—			—			—			—			—
Dividends paid	(49,797		)	—			—			—			(49,797		)
Other, net	(46,405		)	4,733			14,691			27,032			51
Net cash provided by (used in) financing activities	(7,455		)	1,599			17,889			27,032			39,065
CASH FLOWS FROM DISCONTINUED OPERATIONS:
Net cash provided by (used in) discontinued operations	—			(16,394		)	(62,533		)	—			(78,927		)
Effect of exchange rate changes on cash and equivalents	—			(159		)	1,332			—			1,173
NET DECREASE IN CASH AND EQUIVALENTS	12,736			8,287			1,054			—			22,077
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD	3,240			8,066			36,375			—			47,681
CASH AND EQUIVALENTS AT END OF PERIOD	$	15,976		$	16,353		$	37,429		$	—		$	69,758