CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION

3 Months Ended

Dec. 31, 2012

Consolidating Guarantor And Non Guarantor Financial Information [Text Block]

NOTE 19 — 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 December 31, 2012 and September 30, 2012 and for the three months ended December 31, 2012 and 2011. 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. On June 29, 2012, ATT Southern, Inc. was added as a guarantor. On June 30, 2012, to allocate debt related to operations, three guarantors entered into intercompany debt agreements with a non-guarantor to borrow a total of $491,372.

CONDENSED CONSOLIDATING BALANCE SHEETS
At December 31, 2012

	Parent Company			Guarantor Companies		Non-Guarantor Companies		Elimination			Consolidation
CURRENT ASSETS
Cash and equivalents	$	88,662		$	18,705	$	42,698	$	—		$	150,065
Accounts receivable, net of allowances		—			198,199		69,987		(30,881	)		237,305
Contract costs and recognized income not yet billed, net of progress payments		—			74,131		448		—			74,579
Inventories, net		—			205,740		62,075		294			268,109
Prepaid and other current assets		(590	)		23,792		24,056		6,324			53,582
Assets of discontinued operations		—			—		571		—			571
Total Current Assets		88,072			520,567		199,835		(24,263	)		784,211
PROPERTY, PLANT AND EQUIPMENT, net		1,125			246,816		109,478		—			357,419
GOODWILL		—			288,147		71,147		—			359,294
INTANGIBLE ASSETS, net		—			163,562		65,012		—			228,574
INTERCOMPANY RECEIVABLE		529,904			878,900		571,294		(1,980,098	)		—
EQUITY INVESTMENTS IN SUBSIDIARIES		2,202,773			547,741		2,690,826		(5,441,340	)		—
OTHER ASSETS		47,913			59,295		8,540		(87,198	)		28,550
ASSETS OF DISCONTINUED OPERATIONS		—			—		2,798		—			2,798
Total Assets	$	2,869,787		$	2,705,028	$	3,718,930	$	(7,532,899	)	$	1,760,846
CURRENT LIABILITIES
Notes payable and current portion of long-term debt	$	1,625		$	1,042	$	16,414	$	—		$	19,081
Accounts payable and accrued liabilities		27,737			148,796		61,709		(24,557	)		213,685
Liabilities of discontinued operations		—			—		2,084		—			2,084
Total Current Liabilities		29,362			149,838		80,207		(24,557	)		234,850
LONG-TERM DEBT, net of debt discounts		655,427			9,819		14,292		—			679,538
INTERCOMPANY PAYABLES		—			802,511		1,148,109		(1,950,620	)		—
OTHER LIABILITIES		67,611			178,501		27,946		(87,198	)		186,860
LIABILITIES OF DISCONTINUED OPERATIONS		—			—		3,395		—			3,395
Total Liabilities		752,400			1,140,669		1,273,949		(2,062,375	)		1,104,643
SHAREHOLDERS’ EQUITY		2,117,387			1,564,359		2,444,981		(5,470,524	)		656,203
Total Liabilities and Shareholders’ Equity	$	2,869,787		$	2,705,028	$	3,718,930	$	(7,532,899	)	$	1,760,846

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		81,274		(28,904	)		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		21,963		2,431			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		2,650,083		(5,321,921	)		—
OTHER ASSETS		49,718			60,609		8,188		(87,198	)		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 STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the Three Months Ended December 31, 2012

	Parent Company			Guarantor Companies			Non-Guarantor Companies			Elimination			Consolidation
Revenue	$	—		$	321,058		$	114,911		$	(12,220	)	$	423,749
Cost of goods and services		—			238,817			98,355			(11,093	)		326,079
Gross profit		—			82,241			16,556			(1,127	)		97,670
Selling, general and administrative expenses		7,456			61,651			14,622			(1,510	)		82,219
Restructuring and other related charges		—			1,108			—			—			1,108
Total operating expenses		7,456			62,759			14,622			(1,510	)		83,327
Income (loss) from operations		(7,456	)		19,482			1,934			383			14,343
Other income (expense)
Interest income (expense), net		(3,611	)		(6,880	)		(2,588	)		—			(13,079	)
Other, net		33			2,300			(1,385	)		(462	)		486
Total other income (expense)		(3,578	)		(4,580	)		(3,973	)		(462	)		(12,593	)
Income (loss) before taxes		(11,034	)		14,902			(2,039	)		(79	)		1,750
Provision (benefit) for income taxes		(5,367	)		6,199			360			—			1,192
Income (loss) before equity in net income of subsidiaries		(5,667	)		8,703			(2,399	)		(79	)		558
Equity in net income (loss) of subsidiaries		6,304			(2,363	)		8,703			(12,644	)		—
Net income (loss)	$	637		$	6,340		$	6,304		$	(12,723	)	$	558
Net Income	$	637		$	6,340		$	6,304		$	(12,723	)	$	558
Other comprehensive income (loss), net of taxes		1,603			4,423			837			—			6,863
Comprehensive income (loss)	$	2,240		$	10,763		$	7,141		$	(12,723	)	$	7,421

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the Three Months Ended December 31, 2011

	Parent Company			Guarantor Companies			Non-Guarantor Companies			Elimination			Consolidation
Revenue	$	—		$	338,062		$	126,963		$	(13,994	)	$	451,031
Cost of goods and services		—			253,527			109,160			(14,364	)		348,323
Gross profit		—			84,535			17,803			370			102,708
Selling, general and administrative expenses		4,616			63,991			14,551			(92	)		83,066
Restructuring and other related charges		—			1,779			16			—			1,795
Total operating expenses		4,616			65,770			14,567			(92	)		84,861
Income (loss) from operations		(4,616	)		18,765			3,236			462			17,847
Other income (expense)
Interest income (expense), net		(3,398	)		(5,982	)		(3,620	)		—			(13,000	)
Other, net		65			2,842			(2,398	)		(462	)		47
Total other income (expense)		(3,333	)		(3,140	)		(6,018	)		(462	)		(12,953	)
Income (loss) before taxes		(7,949	)		15,625			(2,782	)		—			4,894
Provision (benefit) for income taxes		(4,441	)		6,726			122			—			2,407
Income (loss) before equity in net income of subsidiaries		(3,508	)		8,899			(2,904	)		—			2,487
Equity in net income (loss) of subsidiaries		5,995			(2,840	)		8,899			(12,054	)		—
Net income (loss)	$	2,487		$	6,059		$	5,995		$	(12,054	)	$	2,487
Net Income	$	2,487		$	6,059		$	5,995		$	(12,054	)	$	2,487
Other comprehensive income (loss), net of taxes		238			38,942			(43,228	)		—			(4,048	)
Comprehensive income (loss)	$	2,725		$	45,001		$	(37,233	)	$	(12,054	)	$	(1,561	)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Three Months Ended December 31, 2012

	Parent Company			Guarantor Companies			Non-Guarantor Companies			Elimination			Consolidation
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	637		$	6,340		$	6,304		$	(12,723	)	$	558
Net cash provided by (used in) operating activities		(37,574	)		(9,117	)		14,189			—			(32,502	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, plant and equipment		14			(16,663	)		(639	)		—			(17,288	)
Intercompany distributions		10,000			(10,000	)		—			—			—
Proceeds from sale of investment		—			1,055			—			—			1,055
Net cash provided by (used in) investing activities		10,014			(25,608	)		(639	)		—			(16,233	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of shares for treasury		(7,336	)		—			—			—			(7,336	)
Proceeds from issuance of long-term debt		—			303			—			—			303
Payments of long-term debt		(406	)		(256	)		(3,400	)		—			(4,062	)
Decrease in short-term borrowings		—			—			1,643			—			1,643
Tax effect from exercise/vesting of equity awards, net		150			—			—			—			150
Dividend		(1,464	)		—			—			—			(1,464	)
Other, net		185			18,601			(18,602	)		—			184
Net cash provided by (used in) financing activities		(8,871	)		18,648			(20,359	)		—			(10,582	)
CASH FLOWS FROM DISCONTINUED OPERATIONS:
Net cash used in operating activities		—			—			(463	)		—			(463	)
Net cash used in discontinued operations		—			—			(463	)		—			(463	)
Effect of exchange rate changes on cash and equivalents		—			—			191			—			191
NET DECREASE IN CASH AND EQUIVALENTS		(36,431	)		(16,077	)		(7,081	)		—			(59,589	)
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD		125,093			34,782			49,779			—			209,654
CASH AND EQUIVALENTS AT END OF PERIOD	$	88,662		$	18,705		$	42,698		$	—		$	150,065

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Three Months Ended December 31, 2011

	Parent Company			Guarantor Companies			Non-Guarantor Companies			Elimination			Consolidation
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	2,487		$	6,059		$	5,995		$	(12,054	)	$	2,487
Net cash provided by (used in) operating activities		(36,903	)		2,275			20,785			—			(13,843	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, plant and equipment		(66	)		(15,747	)		(4,079	)		—			(19,892	)
Acquired business, net of cash acquired		—			(22,432	)		—			—			(22,432	)
Proceeds from sale of investment		—			21			40			—			61
Net cash used in investing activities		(66	)		(38,158	)		(4,039	)		—			(42,263	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of shares for treasury		(2,351	)		—			—			—			(2,351	)
Payments of long-term debt		(406	)		(3,604	)		(2,816	)		—			(6,826	)
Intercompany debt		(23,000	)		—			23,000			—			—
Financing costs		(4	)		—			—			—			(4	)
Tax effect from exercise/vesting of equity awards, net		834			—			—			—			834
Dividend		(1,184	)		—			—			—			(1,184	)
Other, net		(14	)		42,667			(42,667	)		—			(14	)
Net cash provided by (used in) financing activities		(26,125	)		39,063			(22,483	)		—			(9,545	)
CASH FLOWS FROM DISCONTINUED OPERATIONS:
Net cash used in discontinued operations		—			—			(277	)		—			(277	)
Effect of exchange rate changes on cash and equivalents		—			—			257			—			257
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS		(63,094	)		3,180			(5,757	)		—			(65,671	)
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD		178,448			15,164			49,417			—			243,029
CASH AND EQUIVALENTS AT END OF PERIOD	$	115,354		$	18,344		$	43,660		$	—		$	177,358