EXHIBIT INDEX

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated April 21, 2011 with respect to the consolidated financial statements of ATT Holding Co. included in this Current Report of Griffon Corporation on Form 8-K. We hereby consent to the incorporation by reference of said reports in the Registration Statements of Griffon Corporation on Form S-3 (File No. 333-158273, effective May 18, 2009), Form S-4 (File No. 333-158274, effective May 18, 2009) and Forms S-8 (File No. 33-39090, effective February 22, 1991, File No. 33-62966, effective May 19, 1993, File No. 33-52319, effective February 18, 1994, File No. 333-21503, effective February 10, 1997, File No. 333-62319, effective August 26, 1998, File No. 333-84409, effective August 3, 1999, File No. 333-67760, effective August 17, 2001, File No. 333-88422, effective May 16, 2002, File No. 333-102742, effective January 27, 2003, File No. 333-131737, effective February 10, 2006, File No. 333-133833, effective May 5, 2006, File No. 333-149811, effective March 19, 2008, File No. 333-157190, effective February 9, 2009 and File No. 333-172162, effective February 10, 2011).

/s/ GRANT THORNTON LLP

Cincinnati, Ohio

April 21, 2011

EXHIBIT 99.1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholder
ATT HOLDING CO.

We have audited the accompanying balance sheet of ATT Holding Co. (a Delaware corporation) and subsidiaries (the “Company”) as of September 30, 2010, and the related statement of operations, stockholders’ deficit, and cash flows for the period ended September 30, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ATT Holding Co. as of September 30, 2010, and the results of their operations and their cash flows for the period ended September 30, 2010, in conformity with accounting principles generally accepted in the United States of America.

/s/ GRANT THORNTON LLP

Cincinnati, Ohio
April 21, 2011

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ATT HOLDING CO. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(In Thousands, Except Shares and Per Share Amounts)

The accompanying notes to the consolidated financial statements
are an integral part of this statement.

2

ATT HOLDING CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(In thousands)

The accompanying notes to the consolidated financial statements
are an integral part of this statement.

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ATT HOLDING CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER’S DEFICIT
(In Thousands, Except Shares)

The accompanying notes to the consolidated financial statements are an integral part of this statement.

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ATT HOLDING CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(In Thousands)

The accompanying notes to the consolidated financial statements
are an integral part of this statement.

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ATT HOLDING CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED STATEMENTS

1. Formation and Description of Business

ATT Holding Co. and its subsidiaries (the “Company”) is a global provider of non-powered landscaping products that make work easier for homeowners and professionals. Products are sold primarily in the U.S. and Canada through (1) retail centers, including home centers and mass merchandisers, (2) wholesale chains, including hardware stores and garden centers and (3) industrial distributors. The Company offers the following 8 distinct product lines: long handle tools, wheelbarrows, planters, garden hoses and hose reels, snow tools, striking tools, pruning tools, and Hound Dog specialty tools.

The Company’s fiscal year ends on the Saturday nearest to September 30 except for the fiscal year ended September 30, 2010. Due to the acquisition of the Company by Griffon Corporation (“Griffon”), fiscal 2010 ended on the same date the acquisition was completed, September 30, 2010. These financial statements represent the historical period immediately prior to the moment the acquisition was completed, and as such do not reflect any of the subsequent purchase accounting. See Note 17 for further information.

Prior to the acquisition, the Company was owned 87% by Castle Harlan, a New York based private-equity investment firm and 13% by current and prior management through their stakes in the Company’s parent CHATT Holdings Inc.

2. Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenue and expenses during the reporting period. These estimates may be adjusted due to changes in economic, industry or customer financial conditions, as well as, changes in technology or demand. Significant estimates include allowances for doubtful accounts receivable and returns, customer programs and contractual allowances, net realizable values of inventories, valuation of goodwill and intangible assets, pension assumptions, useful lives associated with depreciation and amortization of intangible and fixed assets, sales incentive accruals, product warranty costs, income tax and tax valuation reserves, legal reserves, insurance reserves and accompanying disclosures. Although these estimates are based on management’s best knowledge of current events and actions the Company may undertake in the future, actual results could differ from the estimates.

Principles of Consolidation

The accompanying consolidated financial statements contained herein include the accounts of ATT Holding Co. and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Cash and Cash Equivalents

Cash equivalents represent short-term, highly liquid investments, which have maturities of 90 days or less when purchased. Cash equivalents primarily consist of overnight commercial paper, highly-rated liquid money market funds backed by U.S. Treasury securities and U.S. Agency securities, as well as insured bank deposits. The Company had cash in non-U.S. bank accounts of approximately $11,800 at September 30, 2010. The majority of these amounts are covered by government insurance or backed by government

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ATT HOLDING CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED STATEMENTS—(Continued)

securities. The Company evaluates all institutions and funds that hold its cash and cash equivalents. The carrying amount of cash and cash equivalents approximates fair value.

Accounts Receivable

Accounts receivable is composed principally of trade accounts receivable that arise from the sale of goods on account and is stated at historical cost. Accounts receivable are reported net of an allowance for doubtful accounts, customer program reserves and cash discounts. The allowance for doubtful accounts is based on management’s estimate of the amount of receivables that will actually be collected including consideration of historical levels of write-off. Accounts are considered past due based on how payments are received compared to the customer’s credit terms. Accounts are written off when management determines the account is uncollectible. Finance charges are generally not assessed on past due accounts. Customer program reserves are management’s estimates of amounts due for volume discounts and co-op advertising programs to certain customers. Cash discounts are management’s estimate of the customers’ ability to pay within the billing terms in order to receive the discount. The Company performs periodic credit evaluations of its customers’ financial condition and generally does not require collateral. Historically, credit losses have been within management’s estimates. The provision related to the allowance for doubtful accounts was recorded in selling, general and administrative expenses in the accompanying consolidated statement of operations for the period ended September 30, 2010.

Trade receivables at September 30, 2010 are as follows:

The Company’s two largest customers represented approximately 31% and 20% of the net sales for the period ended September 30, 2010. These customers represented 34% and 15% of trade receivables at September 30, 2010. The top ten largest customers represented approximately 73% of net sales for the period ended September 30, 2010.

Inventories

Inventories are stated at the lower of cost, which is determined by the first-in, first-out method, or market. Inventories include the cost of raw materials, labor and manufacturing overhead. The Company makes provisions for obsolete or slow-moving inventories as necessary to properly reflect inventory at the lower of cost or market.

Inventories at September 30, 2010 are as follows:

Investments in Joint Ventures

The Company has investments in three cooperative joint ventures in China with certain exclusive marketing rights to sell, outside China, products manufactured by the three separate joint ventures. The Company accounts for its joint venture investments in accordance with the cost method. Joint venture investments are included in other noncurrent

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ATT HOLDING CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED STATEMENTS—(Continued)

assets in the accompanying consolidated balance sheet. The Company’s interests in the joint ventures range between 25% and 35% and the Company does not share in either the profit or loss. The Company has minority representation on the board of directors of each joint venture and does not receive financial information for the joint ventures. The Company purchased finished goods and components from the joint ventures in the amount of $27,512 for the period ended September 30, 2010.

Property, Plant and Equipment

Property, plant and equipment are stated on the basis of cost less accumulated depreciation provided under the straight-line method. Buildings and building improvements are depreciated based on lives of 25 and 10 years, respectively. Land improvements and leasehold improvements are depreciated based on lives of 15 and 20 years (or less, depending on the life of the lease), respectively. Machinery and equipment is depreciated based on lives ranging from 3 to 7 years and furniture and fixtures based on lives ranging from 5 to 7 years. Expenditures for major additions and improvements are capitalized, while minor replacements, maintenance and repairs are charged to expense as incurred. When property is retired or otherwise disposed of, the costs and accumulated depreciation are removed from the accounts. Any resulting gain or loss is recognized currently. Construction in progress is comprised of ongoing development costs associated with upgrades and additions. Depreciation expense, which includes amortization of assets under capital leases, was $13,020 for the period ended September 30, 2010 and was calculated on a straight-line basis over the estimated useful lives of the assets.

For the period ended September 30, 2010 the Company had no recorded amounts for capitalized interest costs included in property, plant and equipment. The original cost of fully-depreciated property, plant and equipment remaining in use at September 30, 2010 was approximately $19,500.

A summary of property, plant and equipment at September 30, 2010 is as follows:

Definite—Lived Long-Lived Assets

The Company reviews long-lived assets for impairment, other than goodwill and indefinite-lived intangible assets which are separately tested for impairment, whenever circumstances change that indicate the recorded value of an asset may not be recoverable. If such indicators are present, the Company determines whether the sum of the estimated undiscounted future cash flows attributable to such assets is less than their carrying amount. An impairment loss based on the excess of the carrying amount of the assets over their fair value is recorded if the calculated future cash flows is less than the carrying amount of the

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ATT HOLDING CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED STATEMENTS—(Continued)

assets. For the period ended September 30, 2010, the Company recorded no impairment charges related to fixed assets.

Goodwill and Indefinite-Lived Intangible Assets

Goodwill and intangible assets with indefinite useful lives are not subject to amortization and are tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company performs its annual impairment tests for goodwill and trade names as of the period-end balance sheet date. Goodwill is tested on a geographic reporting unit basis.

The Company uses a two-step impairment approach in testing for goodwill impairment. The first step of testing includes three valuation techniques, publicly traded methodology, transaction methodology and discounted cash flow methodology with weightings of 40%, 20% and 40%, respectively.

Due to the acquisition of the Company by Griffon as discussed in Note 17, the Company did not perform the annual impairment testing for goodwill and indefinite-lived intangible assets as of September 30, 2010. Preliminary valuations performed in connection with the acquirers purchase accounting indicated that the fair value of the assets exceeded their carrying value.

The Company’s indefinite lived intangible assets consist solely of trade names. The relief from royalty method is used to estimate the fair value of the trade names. If the fair value exceeds the carrying value, no impairment is recorded. If the carrying value exceeds the fair value, an impairment charge is recorded for the difference.

During the period ended September 30, 2010, the Company reduced its forecast for Dynamic Design branded sales due to a shift in branding strategies by certain customers whereby the mix of sales was less heavily weighted with Dynamic Design branded product. This led the Company to conclude an interim impairment assessment should be performed. The Company concluded the reduction in forecasted branded sales led to a reduction in Dynamic Design’s trade name fair value. As a result, the Company recorded an impairment charge in the amount of $300 within the U.S. segment. The impairment is included in impairment charges in the accompanying consolidated statement of operations.

Debt Issuance Costs

The Company records deferred financing costs incurred in conjunction with its debt obligations within other noncurrent assets in the accompanying balance sheet. These costs are capitalized then amortized using the effective interest method over the lives of the associated debt to interest expense. Total deferred financing costs, net of accumulated amortization at September 30, 2010 were $2,820.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities at September 30, 2010 include the following amounts:

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ATT HOLDING CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED STATEMENTS—(Continued)

Income Tax

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred taxes is dependent upon the generation of future taxable income during the periods in which those temporary differences and net operating loss carryforwards become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

The Company recognizes the impact of a tax position in the consolidated financial statements if the position is more likely than not of being sustained under audit based on the technical merits of the position. The Company records interest and penalties on unrecognized tax benefits as income tax expense.

Revenue and Cost Recognition

Revenue is recognized upon shipment of products or delivery of products to the customer depending on the terms of the sale and whether persuasive evidence of an arrangement exists, the selling price is fixed and determinable and collectability is reasonably assured. The Company offers volume discounts and co-op advertising programs and store service support to certain of its customers. Discounts, co-op advertising program costs and store service fees are estimated and accrued for at the time of sale to the customer based on expected annual rates at established volume thresholds. The adequacy of accruals is re-assessed quarterly, monitoring the customer’s progress toward earning any applicable volume rebate. Discounts provided to customers and expenses associated with co-op advertising are recorded as a reduction of sales. Provisions are made for estimated sales returns and allowances, including product warranty costs, at the time of sale. Such amounts, which are included in net sales in the accompanying consolidated statement of operations, totaled $7,619 for the period ended September 30, 2010.

Shipping and Handling Costs

All shipping and handling costs are expensed as incurred. Costs incurred to ship product from the manufacturing facilities and distribution centers to customers are included in costs of goods sold in the accompanying consolidated statement of operations and totaled $9,917 for the period ended September 30, 2010. Costs to ship the product from manufacturing facilities to the main distribution center are included in selling, general and administrative expenses in the accompanying consolidated statement of operations and totaled $3,992 for the period ended September 30, 2010.

Advertising Costs

Advertising costs are expensed as incurred. Such amounts totaled $3,534 for the period ended September 30, 2010 and are included in selling, general and administrative expenses in the accompanying consolidated statement of operations.

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ATT HOLDING CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED STATEMENTS—(Continued)

Research and Development Costs

Research and development costs are expensed as incurred. Such amounts totaled $1,627 for the period ended September 30, 2010 and are included in selling, general and administrative expenses in the accompanying consolidated statement of operations.

Foreign Currency Translation

The financial statements of the Company’s foreign operations are measured using the local currency as the functional currency. Assets and liabilities of foreign subsidiaries are translated at the exchange rates as of the balance sheet date. Resulting translation adjustments are recorded in the currency translation adjustment account, a separate component of accumulated other comprehensive (loss) income. Income and expense items are translated at average monthly exchange rates. Gains and losses from foreign currency transactions are included in other expense in the accompanying consolidated statement of operations.

Accumulated Other Comprehensive Loss

Comprehensive loss is defined as net income and other changes in stockholder’s deficit from transactions and other events from sources other than stockholders. The components of and changes in other comprehensive loss at September 30, 2010 are as follows:

Material Suppliers

During fiscal 2010 one supplier accounted for approximately 10% of the Company’s total raw material purchases.

Pension and Other Postretirement Benefits

The Company uses certain assumptions in the calculation of the actuarial valuation of defined benefit plans. These assumptions include the weighted average discount rate, rates of increase in compensation levels and expected long-term rates of return on assets. The assumptions utilized in recording the Company’s defined benefit plan obligations are believed to be reasonable based on experience and advice from independent actuaries; however, differences in actual experience or changes in assumptions may materially affect the Company’s financial position or results of operations.

The Company recognizes in its consolidated balance sheet an asset for a defined benefit postretirement plan’s overfunded status or a liability for a plan’s underfunded status, measures a defined benefit postretirement plan’s assets and obligations that determine its funded status as of the end of the Company’s fiscal year and recognizes changes in the funded status of a defined benefit postretirement plan in comprehensive income in the year in which the change occurs.

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ATT HOLDING CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED STATEMENTS—(Continued)

Fair Value of Financial Instruments

The Company’s financial instruments include cash and cash equivalents, trade receivables, trade payables, derivatives and debt. Because of short term maturities, the carrying amounts of cash and cash equivalents, trade receivables, trade payables and the Revolving loan approximate fair value.

The Company’s assets and liabilities that are measured at fair value, defined as the exit price or the price that would be received to sell the asset or paid to transfer the liability at the measurement date, on a recurring basis relate to the Company’s derivative contracts which are mainly comprised of interest rate swaps and foreign currency forward contracts. The Company utilizes a present value technique to fair value each derivative contract. The Company calculates the present value of future expected cash flows using a discount rate commensurate with the underlying risk of the debtor. If the derivative represents a liability to the Company, the Company’s incremental borrowing rate was utilized as the discount rate in the present value calculation. If the derivative represents an asset to the Company, the recorded value includes an estimate of a credit risk adjustment for the counterparty. No changes to valuation techniques were made during the period.

As of September 30, 2010, the Company’s interest rate swaps are in a liability position and no foreign currency forward contracts are outstanding. The interest rate swaps were terminated on October 6, 2010. As a result, the Company recorded the liability to equal the termination fee for each interest rate swap as of September 30, 2010.

A fair value hierarchy exists that prioritizes the inputs to valuation techniques used to measure fair value into the following three categories (from highest to lowest priority):

The Company is required to categorize all financial assets and liabilities required to be measured at fair value on a recurring basis into the above three levels. See Note 13 for further information.

Derivative Instruments and Hedging Activities

The Company’s cash flows and earnings are subject to fluctuations resulting from changes in interest rates and foreign currency exchange rates. The Company manages the exposure to these market risks through internally established policies and procedures and, when deemed appropriate, through the use of derivative financial instruments. The Company’s policy does not allow speculation in derivative instruments for profit or execution of derivative instrument contracts for which there are no underlying exposures. Interest rate swaps are entered into to manage interest rate risk associated with the Company’s variable-rate borrowings. Foreign currency forward contracts are entered into to manage exchange rate risk for portions of the Company’s forecasted U.S. dollar purchases by the Canada segment. Accounting guidance requires companies to recognize all derivative instruments as either assets or liabilities at fair value in the balance sheet.

Interest rate swaps were entered into to fix the variable interest rate portion of the Senior Floating Rate Notes. The Company swaps 3-month LIBOR rates for fixed interest rates to limit the exposure of changes in interest payments. The Company has structured all

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ATT HOLDING CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED STATEMENTS—(Continued)

existing interest rate swap agreements to be perfectly effective. The Company designates the interest rate swaps as cash flow hedges. The change in fair values of the interest rate swaps are recorded within accumulated other comprehensive loss, net of deferred taxes. The remaining gain or loss, if any, is recognized currently in earnings. Gains and losses on the interest rate swaps are reclassified from accumulated other comprehensive income into earnings as interest expense on the Senior Floating Rate Notes is accrued. See Note 6 for further information regarding the notional amounts and duration of the interest rate swaps. See Notes 13 and 14 for further information regarding the fair value of the interest rate swaps.

Other than standard cross default provisions if a default occurs across the organization, no credit-risk related-contingent features exist for the Company’s derivatives.

Accruals for Self-Insured Losses

The Company maintains insurance for certain risks, including workers’ compensation, general liability and vehicle liability and is self insured for employee related health care benefits. The Company accrues for the expected costs associated with these risks by considering historical claims experience, demographic factors, severity factors and other relevant information. Costs are recognized in the period the claim is incurred, and the accruals include an actuarially determined estimate of claims incurred but not yet reported. The Company currently self- assumes its workers’ compensation claims up to $150 per occurrence, and general and vehicle liability claims up to $150 per occurrence. Third-party insurance provides primary level coverage in excess of these deductible amounts up to certain specified limits.

Recent Accounting Pronouncements

Adopted

In February 2008, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance that defers the effective date of applying fair value guidance for one year for certain nonfinancial assets and nonfinancial liabilities. The Company adopted the new guidance during the thirteen week period ended January 2, 2010. The new guidance had no material effect on the Company’s condensed consolidated financial statements. See Note 12 for further information.

In December 2007, the FASB issued new accounting guidance that establishes principles and requirements for how an acquirer in a business combination:

The Company adopted the new guidance during the thirteen week period ended January 2, 2010. The new guidance became effective with the purchase of West Barrows Mix, Pty Ltd. See Note 3 for further information.

In December 2007, the FASB issued an amendment to existing accounting guidance to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It also amends certain consolidation procedures for consistency with the requirements of the new accounting guidance. The Company

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ATT HOLDING CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED STATEMENTS—(Continued)

adopted the amendment during the thirteen week period ended January 2, 2010. The amendment had no material effect on the Company’s condensed consolidated financial statements.

In January 2010, the FASB issued an amendment to existing accounting guidance to require new fair value measurement disclosures related to transfers in and out of Level 1 and 2 in the fair value hierarchy and clarify disclosures related to level of disaggregation, inputs and valuation techniques. The Company adopted the amendment in the thirteen week period ended April 3, 2010. See Note 13 for further information.

In January 2010, the FASB issued an amendment to existing accounting guidance to require a reporting entity to adopt the guidance on employers’ disclosures about postretirement benefit plan assets and categorize the plan assets into the fair value hierarchy. The Company adopted the amendment in the period ended September 30, 2010. See Note 8 for further information.

To Be Adopted

In June 2009, the FASB issued an amendment to existing accounting guidance to require entities to perform an analysis to determine whether its variable interests give it controlling interest in a variable interest entity. In addition, enhanced disclosures are required for any enterprise that holds a variable interest in a variable interest entity. The Company is required to adopt the amendment in the first quarter of fiscal 2011. The Company has not yet assessed the impact of adoption, if any, on its condensed consolidated financial statements.

In January 2010, the FASB issued an amendment to existing accounting guidance to require a reporting entity to present separately information about purchases, sales, issuances and settlements in the reconciliation required for activity in Level 3 fair value measurements. The Company is required to adopt the requirement for the reconciliation for activity in Level 3 fair value measurements in the first quarter of fiscal 2012. The Company has not yet assessed the impact of adoption, if any, on its condensed consolidated financial statements.

3. Purchase Accounting

Acquisition of West Barrows Mix Pty Ltd

On August 9, 2010, the Company acquired West Barrows Mix Pty Ltd (“WBM”), an Australian-based manufacturer and leading supplier of quality products for the hardware industry, pursuant to the Business Sale Agreement (the “Sale Agreement”) between WBM and Ames True Temper Australia Pty Ltd (“ATT Australia”) a wholly-owned subsidiary of the Company. Pursuant to the Sales Agreement, the Company acquired assets including trade receivables, inventory, trade payables and manufacturing assets. The Company also assumed the leases to five manufacturing and distribution facilities. The aggregate cash consideration paid by the Company was $12,735.

The acquisition was accounted for under Accounting Standards Codification 805, Business Combinations. Accordingly, the accounts of WBM, after adjustments to reflect fair market values assigned to assets and liabilities, have been included in the consolidated financial statements from the date of acquisition.

WBM was acquired to expand the Company’s product lines and enhance the business base in Australia. The Company was able to negotiate a beneficial purchase price resulting in the bargain purchase and the Company recognized a gain of $198 in earnings included in impairment charges on the accompanying consolidated statement of operations for the period ended September 30, 2010.

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ATT HOLDING CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED STATEMENTS—(Continued)

The following table summarizes the fair value of the assets acquired and liabilities assumed as of the date of the acquisition and the amounts assigned to goodwill and intangible asset classifications:

The amounts assigned to goodwill and major intangible asset classifications are as follows:

4. Goodwill and Other Intangibles

Due to the acquisition of the Company by Griffon as discussed in Note 17, the Company did not perform the annual impairment testing for goodwill and the indefinite-lived intangible assets for the period ended September 30, 2010.

The changes in carrying amount of goodwill are as follows:

The following table reflects the components of intangible assets other than goodwill at September 30, 2010:

The cost of other acquired intangible assets, including primarily customer relationships, patents and covenants not to compete is amortized on a straight-line basis over the

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ATT HOLDING CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED STATEMENTS—(Continued)

estimated lives of 3 to 19 years. The estimated aggregate amortization expense for each of the succeeding periods is as follows:

5. Income Taxes

Income (loss) before income taxes and the related provision for income taxes consist of the following:

The reported income tax provisions differ from the amount based on United States federal income tax rates as follows:

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ATT HOLDING CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED STATEMENTS—(Continued)

The following table sets forth the tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities:

As of September 30, 2010 a net current deferred tax liability of $3,917 is included in accrued expenses and other current liabilities in the accompanying consolidated balance sheet. As of September 30, 2010, a net current deferred tax asset of $922 is included in prepaid expenses and other current assets in the accompanying consolidated balance sheet.

The Company believes it is more likely than not that the benefits of these deductible differences and net operating loss carryforwards, net of existing valuation allowances will be realized at September 30, 2010. As a result of this assessment, the Company decreased the valuation allowance by $796. Of this amount, a decrease of $4,404 was recorded as a tax benefit and an increase of $3,608 was recorded through accumulated other comprehensive loss.

The Company has federal net operating loss carryforwards of approximately $11,028, state net operating loss carryforwards of approximately $32,730, and foreign net operating loss carryforwards of approximately $3,437 the majority of which will expire in 2025 through 2028. The Company also has a foreign capital loss carryforward of $13,702 which does not expire. All loss carryforward deferred tax assets are fully offset by valuation allowances.

During the period ended September 30, 2010 the Company recorded $156 of income tax expense to reflect additional interest and penalties on unrecognized tax benefits. At

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ATT HOLDING CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED STATEMENTS—(Continued)

September 30, 2010 the Company accrued $486 for interest and penalties on unrecognized tax benefits.

Of the total unrecognized tax benefit amount shown above, $1,116 if reversed would impact the effective rate. The Company does not expect any of the unrecognized tax benefit shown above to be settled during the period beginning on October 1, 2010.

The Company’s U.S. federal tax return is no longer subject to income tax examination for years before 2007; the Canada and Ontario returns are no longer subject to income tax examination for years before 2006 and 2005, respectively. The Company’s various state tax returns for the tax years ended October 1, 2005 through the present are also open to examination.

6. Debt Arrangements

Total indebtedness is as follows:

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ATT HOLDING CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED STATEMENTS—(Continued)

Interest Rate Swaps

The Company’s Senior Floating Rate Notes have an interest rate of 3-month LIBOR plus 4%. The Company has entered into interest rate swaps that fix the variable rate portion of the interest rate as follows:

7. Lease Arrangements

The Company leases certain distribution and production facilities, machinery, office equipment and vehicles under lease arrangements of varying terms. The most significant lease commitments involve distribution and production facilities with lease terms of up to 12 years.

Future minimum rental commitments under noncancelable operating leases as of September 30, 2010 are as follows:

8. Pension and Other Postretirement Benefits

The Company has one noncontributory defined benefit plan (“Pension Plan”) covering substantially all of its United States employees. Also, the Company’s subsidiary in Ireland administers a defined benefit pension plan. The benefits under these plans are based

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ATT HOLDING CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED STATEMENTS—(Continued)

primarily on years of credited service and compensation as defined under the respective plan provisions. The Company also sponsors three Supplemental Executive Retirement Plans (SERP), which are nonqualified, unfunded plans designed to provide certain senior executives defined pension benefits in excess of the limits defined under Sections 415 and 401(a)(17) of the Internal Revenue Code. The Company also provides healthcare and life insurance benefits for certain groups of retirees through several plans. The benefits are at fixed amounts per retiree and are partially contributory by the retiree.

The assets of the Ames True Temper, Inc. Pension Plan are invested and managed by a third party investment advisor, which acts as both trustee and administrator. The Ames True Temper Benefits Committee meets quarterly to review current investment policy and to monitor the third party investment advisor’s performance. The Company’s funding policy is to contribute amounts to the plans sufficient to meet the minimum funding requirements set forth in the Employee Retirement Income Security Act of 1974, plus such amounts as the Company may determine to be appropriate from time to time. Also, the assets of the plan are invested in a manner consistent with the Fiduciary Standards of the Employee Retirement Income Security Act of 1974. Investment strategy is based on a rolling time horizon of three to five years. The investment objective is to achieve the highest possible return commensurate with the assumed level of risk. Based on key characteristics such as work force growth, plan maturity and assets vs. liabilities, a slightly conservative to normal risk portfolio asset mix structure has been adopted.

The Company’s target asset allocation and actual weighted average asset allocations by asset category are as follows:

The Company’s pension plan assets required to be measured at fair value and a description of the fair value methodology used is as follows: