UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM 8-K/A
(Amendment No. 3)
______________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported): April 21, 2011
 
GRIFFON CORPORATION
 (Exact Name of Registrant as Specified in Charter)
 
Delaware	 	1-06620	 	11-1893410	
(State or Other Jurisdiction of
Incorporation or Organization)	 	(Commission
File Number)	 	(I.R.S. Employer
Identification No.)	
 
712 Fifth Avenue, 18th Floor
New York, New York	 	10019	
(Address of Principal Executive Offices)	 	(Zip Code)	
 
(212) 957-5000
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)
[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Explanatory Note
 
This Current Report on Form 8-K/A (Amendment No. 3) amends the Current Report on Form 8-K of Griffon Corporation (the “Company” or “Griffon”) filed with the Securities and Exchange Commission (the “Commission”) on October 1, 2010, as amended pursuant to a Form 8-K/A (Amendment No. 1) filed with the Commission on November 12, 2010 and as further amended pursuant to a Form 8-K/A (Amendment No. 2) filed with the Commission on November 16, 2010, related to the Company’s acquisition of Ames True Temper, Inc. and certain affiliated companies (“ATT”) from an affiliate of Castle Harlan, Inc., pursuant to a Stock Purchase Agreement dated as of July 19, 2010. This Form 8-K/A (Amendment No. 3) is filed for the following purposes:
 
·         to replace the Unaudited Pro Forma Condensed Combined Statements of Operations for the year ending September 30, 2009 (previously filed as part of exhibit 99.1 to the Current Report on Form 8-K/A (Amendment No. 1) filed with the Commission on November 12, 2010) with a new schedule for the same period;
 
·         to replace the Unaudited Pro Forma Condensed Combined Statements of Operations for the nine months ending June 30, 2010 (previously filed as part of exhibit 99.1 to the Current Report on Form 8-K/A, (Amendment No. 1) filed with the Commission on November 12, 2010) with a new schedule for the year ending September 30, 2010; and
 
·         to replace the Supplemental Pro Forma Financial Information (Unaudited Pro Forma Financial Information for each of the quarters in Fiscal 2009 and 2010) (previously filed as exhibit 99.3 to the Current Report on Form 8-K/A (Amendment No. 2) filed with the Commission on November 16, 2010) with a new schedule for the same periods.
 
The pro forma financial information filed herewith has been modified to remove adjustments for deal costs and management fees that were reflected in the original pro forma financial information previously filed with the Commission. We replaced the unaudited pro forma condensed combined statements of operations for the nine months ending June 30, 2010 with the new schedule for the year ending September 30, 2010, as the full year information is now available. The purchase of ATT closed on September 30, 2010; therefore, the Unaudited Pro Forma Condensed Combined Balance Sheet at June 30, 2010 is replaced by the separate historical consolidated balance sheet of Griffon at September 30, 2010 (together with the related notes) included in Griffon’s Annual Report on Form 10-K for the year ended September 30, 2010.
 
Also included as an exhibit to this Current Report on Form 8-K/A are the consolidated financial statements of, and the report of independent certified public accountants on, ATT Holding Co. for the fiscal year ended September 30, 2010.
 
Item 9.01. Financial Statements and Exhibits
(a)      Financial Statements of Business Acquired
The consolidated financial statements of, and the report of independent certified public accountants on, ATT Holding Co. for the fiscal year ended September 30, 2010 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(b)      Pro Forma Financial Information
The unaudited pro forma condensed combined statements of operations for the fiscal year ended September 30, 2009 and 2010, in each case giving effect to the acquisition of ATT, is attached hereto as Exhibit 99.2 and incorporated herein by reference.
 
The supplemental pro forma financial Information for each of the four quarters in fiscal 2009 and each of the four quarters in fiscal 2010, in each case giving effect to the acquisition of ATT, is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
 
           (d)      Exhibits
Exhibit  	 	 	
Number       	           	Exhibit Title 	
 	 	 	
23.1	 	Consent of Grant Thornton LLP	
99.1	 	Consolidated financial statements of, and the report of independent certified public accountants on, ATT Holding Co. for the fiscal year ended September 30, 2010.	
99.2	 	Unaudited pro forma condensed combined statements of operations for the fiscal year ended September 30, 2009 and 2010, in each case giving effect to the acquisition of ATT.	
99.3	 	Supplemental pro forma financial information for each of the four quarters in fiscal 2009 and each of the four quarters in fiscal 2010, in each case giving effect to the acquisition of ATT.	

SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Dated April 21, 2011	GRIFFON CORPORATION.	 	
 	 	 	
 	By:	 /s/ Douglas J. Wetmore	 	
 	 	Name:	Douglas J. Wetmore	 	
 	 	Title:	Executive Vice President and Chief	 	
 	 	 	Financial Officer	 	 	

EXHIBIT INDEX
 
Exhibit  	 	 	
Number       	                	Exhibit Title 	
 	 	 	
23.1	 	Consent of Grant Thornton LLP	
99.1	 	Consolidated financial statements of, and the report of independent certified public accountants on, ATT Holding Co. for the fiscal year ended September 30, 2010.	
99.2	 	Unaudited pro forma condensed combined statements of operations for the fiscal year ended September 30, 2009 and 2010, in each case giving effect to the acquisition of ATT.	
99.3	 	Supplemental pro forma financial information for each of the four quarters in fiscal 2009 and each of the four quarters in fiscal 2010, in each case giving effect to the acquisition of ATT.	

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 H OLDING  C O .
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
1

ATT HOLDING CO. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(In Thousands, Except Shares and Per Share Amounts)
 	 	 	
 	 	September 30,
2010	
Assets	 	 	
Current assets:	 	 	
Cash and cash equivalents	 	 	$	 	27,649	 	
Trade receivables, net	 	 	 	52,483	 	
Inventories, net	 	 	 	104,550	 	
Prepaid expenses and other current assets	 	 	 	10,531	 	
 	 	 	
Total current assets	 	 	 	195,213	 	
Property, plant and equipment, net	 	 	 	39,704	 	
Intangibles, net	 	 	 	58,670	 	
Goodwill	 	 	 	58,342	 	
Other noncurrent assets	 	 	 	3,951	 	
 	 	 	
Total assets	 	 	$	 	355,880	 	
 	 	 	
Liabilities and stockholder’s deficit	 	 	
Current liabilities:	 	 	
Trade payables	 	 	$	 	18,378	 	
Accrued interest payable	 	 	 	5,118	 	
Accrued expenses and other current liabilities	 	 	 	40,205	 	
Revolving loan	 	 	 	11,000	 	
Current portion of long-term debt and capital lease obligations	 	 	 	197	 	
 	 	 	
Total current liabilities	 	 	 	74,898	 	
Deferred income taxes	 	 	 	14,535	 	
Long-term debt	 	 	 	300,153	 	
Accrued retirement benefits	 	 	 	59,579	 	
Other liabilities	 	 	 	13,153	 	
 	 	 	
Total liabilities	 	 	 	462,318	 	
Commitments and contingencies	 	 	
Stockholder’s deficit:	 	 	
Preferred stock—Series A, $.0001 per share par value; 100,000 shares authorized; 62,495 shares issued and outstanding as of September 30, 2010 (Liquidation preference of $62,495)	 	 	 	—	 	
Common stock—Class A, $.0001 per share par value; 1,600,000 shares authorized; 726,556 shares issued and outstanding as of September 30, 2010	 	 	 	—	 	
Common stock—Class B, $.0001 per share par value; 300,000 shares authorized; 267,448 shares issued and outstanding as of September 30, 2010	 	 	 	—	 	
Additional paid-in capital	 	 	 	111,176	 	
Predecessor basis adjustment	 	 	 	(13,539	)	 	
Accumulated deficit	 	 	 	(155,797	)	 	
Accumulated other comprehensive loss	 	 	 	(48,278	)	 	
 	 	 	
Total stockholder’s deficit	 	 	 	(106,438	)	 	
 	 	 	
Total liabilities and stockholder’s deficit	 	 	$	 	355,880	 	
 	 	 	
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)
 	 	 	
 	 	Period ended
September 30,
2010	
Net sales	 	 	$	 	427,917	 	
Cost of goods sold	 	 	 	289,957	 	
 	 	 	
Gross profit	 	 	 	137,960	 	
Selling, general and administrative expenses	 	 	 	91,884	 	
Gain on disposal of fixed assets	 	 	 	(11	)	 	
Amortization of intangible assets	 	 	 	1,369	 	
Impairment charges	 	 	 	102	 	
 	 	 	
Operating income	 	 	 	44,616	 	
Interest expense	 	 	 	26,592	 	
Other expense	 	 	 	662	 	
 	 	 	
Income before income taxes	 	 	 	17,362	 	
Income tax expense	 	 	 	5,887	 	
 	 	 	
Net income	 	 	$	 	11,475	 	
 	 	 	
The accompanying notes to the consolidated financial statements
are an integral part of this statement.
3

ATT HOLDING CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER’S DEFICIT
(In Thousands, Except Shares)
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	(a)
Series A
Preferred
Stock	 	(a)
Class A
Common
Stock	 	(a)
Class B
Common
Stock	 	Additional
Paid-in
Capital	 	Predecessor
Basis
Adjustment	 	Accumulated
Deficit	 	Accumulated
Other
Comprehensive
Loss	 	Total
Stockholder’s
Deficit	
 	 	Shares	 	Shares	 	Shares	 	 	 	 	 	 	 	 	 	 	
Balance at October 3, 2009	 	 	 	62,495	 	 	 	 	726,556	 	 	 	 	267,448	 	 	 	$	 	111,168	 	 	 	$	 	(13,539	)	 	 	 	$	 	(167,272	)	 	 	 	$	 	(41,931	)	 	 	 	$	 	(111,574	)	 	
Net income	 	 	 	—	 	 	 	 	—	 	 	 	 	—	 	 	 	 	—	 	 	 	 	—	 	 	 	 	11,475	 	 	 	 	—	 	 	 	 	11,475	 	
Other comprehensive income (loss):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Foreign currency translation adjustment	 	 	 	—	 	 	 	 	—	 	 	 	 	—	 	 	 	 	—	 	 	 	 	—	 	 	 	 	—	 	 	 	 	3,512	 	 	 	 	3,512	 	
Minimum pension liability, net of tax	 	 	 	—	 	 	 	 	—	 	 	 	 	—	 	 	 	 	—	 	 	 	 	—	 	 	 	 	—	 	 	 	 	(8,739	)	 	 	 	 	(8,739	)	 	
Change in fair value of interest rate swaps, net of tax	 	 	 	—	 	 	 	 	—	 	 	 	 	—	 	 	 	 	—	 	 	 	 	—	 	 	 	 	—	 	 	 	 	(1,120	)	 	 	 	 	(1,120	)	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Comprehensive income	 	 	 	—	 	 	 	 	—	 	 	 	 	—	 	 	 	 	—	 	 	 	 	—	 	 	 	 	—	 	 	 	 	—	 	 	 	 	5,128	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other	 	 	 	—	 	 	 	 	—	 	 	 	 	—	 	 	 	 	8	 	 	 	 	—	 	 	 	 	—	 	 	 	 	—	 	 	 	 	8	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at September 30, 2010	 	 	 	62,495	 	 	 	 	726,556	 	 	 	 	267,448	 	 	 	$	 	111,176	 	 	 	$	 	(13,539	)	 	 	 	$	 	(155,797	)	 	 	 	$	 	(48,278	)	 	 	 	$	 	(106,438	)	 	

 
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
(a)	 	 	 	Par value per share as of September 30, 2010 is $0.0001.	
The accompanying notes to the consolidated financial statements are an integral part of this statement.
4

ATT HOLDING CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(In Thousands)
 	 	 	
 	 	Period ended
September 30,
2010	
Cash Flows from Operating Activities	 	 	
Net income	 	 	$	 	11,475	 	
Adjustments to reconcile net income to net cash provided by operating activities:	 	 	
Depreciation expense	 	 	 	13,020	 	
Amortization of intangible assets	 	 	 	1,369	 	
Amortization of loan fees	 	 	 	2,182	 	
Provision for bad debts	 	 	 	17	 	
Provision for deferred taxes	 	 	 	1,455	 	
Gain on disposal of property, plant and equipment	 	 	 	(11	)	 	
Amortization of bond discount	 	 	 	107	 	
Foreign currency losses	 	 	 	144	 	
Impairment charges other	 	 	 	300	 	
Impairment charges related to acquisition of business	 	 	 	(198	)	 	
Changes in assets and liabilities:	 	 	
Trade receivables	 	 	 	(6,839	)	 	
Inventories	 	 	 	(9,483	)	 	
Prepaid expenses and other assets	 	 	 	(4,166	)	 	
Trade payables	 	 	 	(179	)	 	
Accrued expenses and other liabilities	 	 	 	9,876	 	
 	 	 	
Net cash provided by operating activities	 	 	 	19,069	 	
Cash Flows from Investing Activities	 	 	
Acquisition of business	 	 	 	(12,735	)	 	
Cash paid for property, plant and equipment	 	 	 	(7,135	)	 	
Proceeds from the sale of property, plant and equipment	 	 	 	333	 	
 	 	 	
Net cash used in investing activities	 	 	 	(19,537	)	 	
Cash Flows from Financing Activities	 	 	
Repayments of long-term debt	 	 	 	(479	)	 	
Borrowings on revolver	 	 	 	118,620	 	
Repayments of revolver	 	 	 	(125,120	)	 	
Principal payments under capital lease obligations	 	 	 	(89	)	 	
 	 	 	
Net cash used in financing activities	 	 	 	(7,068	)	 	
Effect of exchange rate changes on cash	 	 	 	1,576	 	
 	 	 	
Decrease in cash and cash equivalents	 	 	 	(5,960	)	 	
Cash and cash equivalents at beginning of period	 	 	 	33,609	 	
 	 	 	
Cash and cash equivalents at end of period	 	 	$	 	27,649	 	
 	 	 	
Supplemental Cash Flow Information	 	 	
Cash paid for interest	 	 	$	 	24,769	 	
 	 	 	
Cash paid for income taxes	 	 	$	 	2,525	 	
 	 	 	
Property, plant and equipment in trade accounts payable at end of period	 	 	$	 	379	 	
 	 	 	
Equipment acquired under capital lease obligations	 	 	$	 	531	 	
 	 	 	
The accompanying notes to the consolidated financial statements
are an integral part of this statement.
5

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
6

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:
 	 	 	
Trade receivables	 	 	$	 	64,851	 	
Allowance for doubtful accounts	 	 	 	(372	)	 	
Customer programs and contractual allowances	 	 	 	(11,996	)	 	
 	 	 	
 	 	 	$	 	52,483	 	
 	 	 	
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:
 	 	 	
Finished goods	 	 	$	 	69,267	 	
Work in process	 	 	 	12,950	 	
Raw materials	 	 	 	22,333	 	
 	 	 	
 	 	 	$	 	104,550	 	
 	 	 	
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
7

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:
 	 	 	
Land and improvements	 	 	$	 	1,833	 	
Buildings and improvements	 	 	 	20,565	 	
Machinery and equipment	 	 	 	72,601	 	
Furniture and fixtures	 	 	 	6,211	 	
Computer hardware	 	 	 	3,978	 	
Computer software	 	 	 	9,693	 	
Assets under capital leases	 	 	 	338	 	
Construction in progress	 	 	 	3,240	 	
 	 	 	
 	 	 	 	118,459	 	
Less accumulated depreciation	 	 	 	(78,755	)	 	
 	 	 	
Net property, plant and equipment	 	 	$	 	39,704	 	
 	 	 	
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
8

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:
 	 	 	
Accrued compensation and benefits	 	 	$	 	22,194	 	
Deferred tax liability	 	 	 	3,917	 	
Other	 	 	 	14,094	 	
 	 	 	
 	 	 	$	 	40,205	 	
 	 	 	
9

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.
10

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:
 	 	 	 	 	 	 	 	 	 	 	
 	 	Beginning
Balance	 	Before-Tax
Amount	 	Tax Benefit
(Expense)	 	Net-of-Tax
Amount	 	Ending
Balance	
Currency translation adjustment	 	 	$	 	11,012	 	 	 	$	 	3,512	 	 	 	$	 	—	 	 	 	$	 	3,512	 	 	 	$	 	14,524	 	
Change in accrued benefit liability	 	 	 	(50,218	)	 	 	 	 	(8,739	)	 	 	 	 	—	 	 	 	 	(8,739	)	 	 	 	 	(58,957	)	 	
Interest rate swaps	 	 	 	(2,725	)	 	 	 	 	(1,120	)	 	 	 	 	—	 	 	 	 	(1,120	)	 	 	 	 	(3,845	)	 	
 	 	 	 	 	 	 	 	 	 	 	
 	 	 	$	 	(41,931	)	 	 	 	$	 	(6,347	)	 	 	 	$	 	—	 	 	 	$	 	(6,347	)	 	 	 	$	 	(48,278	)	 	
 	 	 	 	 	 	 	 	 	 	 	
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.
11

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):
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
•	 	 	 	Level 1—Inputs that represent quoted prices for identical instruments in active markets.	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
•	 	 	 	Level 2—Inputs that represent quoted prices for similar instruments in active markets, or quoted prices for identical instruments in non-active markets. Also includes valuation techniques whose inputs are derived principally from observable market data other than quoted prices, such as interest rates or other market-corroborated means.	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
•	 	 	 	Level 3—Inputs that are largely unobservable, as little or no market data exists for the instrument being valued.	
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
12

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:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
•	 	 	 	Recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree;	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
•	 	 	 	Recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
•	 	 	 	Determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the 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
13

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.
14

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:
 	 	 	
Current assets	 	 	$	 	6,638	 	
Property, plant and equipment	 	 	 	889	 	
Goodwill	 	 	 	(198	)	 	
Intangibles	 	 	 	5,972	 	
Other assets	 	 	 	—	 	
 	 	 	
Total assets acquired	 	 	$	 	13,301	 	
 	 	 	
Total liabilities assumed	 	 	 	(566	)	 	
 	 	 	
Net assets acquired	 	 	$	 	12,735	 	
 	 	 	
The amounts assigned to goodwill and major intangible asset classifications are as follows:
 	 	 	
Goodwill	 	 	$	 	(198	)	 	
Trade names	 	 	 	1,838	 	
Customer relationships	 	 	 	4,134	 	
 	 	 	
Total assets acquired	 	 	$	 	5,774	 	
 	 	 	
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:
 	 	 	 	 	 	 	
 	 	United States	 	Canada	 	Total	
Goodwill at October 3, 2009	 	 	$	 	43,605	 	 	 	$	 	13,889	 	 	 	$	 	57,494	 	
Currency translation adjustments	 	 	 	—	 	 	 	 	848	 	 	 	 	848	 	
 	 	 	 	 	 	 	
Goodwill at September 30, 2010	 	 	$	 	43,605	 	 	 	$	 	14,737	 	 	 	$	 	58,342	 	
 	 	 	 	 	 	 	
The following table reflects the components of intangible assets other than goodwill at September 30, 2010:
 	 	 	 	 	
 	 	Gross
Carrying Amount	 	Accumulated
Amortization	
Indefinite lived intangible assets:	 	 	 	 	
Trade names	 	 	$	 	49,845	 	 	 	$	 	—	 	
Finite lived intangible assets:	 	 	 	 	
Technology (patents)	 	 	 	1,356	 	 	 	 	1,189	 	
Customer relationships	 	 	 	16,018	 	 	 	 	7,360	 	
 	 	 	 	 	
 	 	 	 	17,374	 	 	 	 	8,549	 	
 	 	 	 	 	
 	 	 	$	 	67,219	 	 	 	$	 	8,549	 	
 	 	 	 	 	
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
15

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:
 	 	 	
Fiscal 2011	 	 	$	 	2,202	 	
Fiscal 2012	 	 	 	2,112	 	
Fiscal 2013	 	 	 	1,934	 	
Fiscal 2014	 	 	 	1,433	 	
Fiscal 2015	 	 	 	420	 	
Thereafter	 	 	 	724	 	
 	 	 	
 	 	 	$	 	8,825	 	
 	 	 	
5. Income Taxes
Income (loss) before income taxes and the related provision for income taxes consist of the following:
 	 	 	
 	 	Period ended
September 30, 2010	
Income before provision for income taxes:	 	 	
Domestic	 	 	$	 	7,177	 	
Foreign	 	 	 	10,185	 	
 	 	 	
 	 	 	$	 	17,362	 	
 	 	 	
Income tax expense:	 	 	
Current:	 	 	
Federal	 	 	$	 	290	 	
State	 	 	 	612	 	
Foreign	 	 	 	3,530	 	
 	 	 	
 	 	 	 	4,432	 	
Deferred:	 	 	
Federal	 	 	 	1,038	 	
State	 	 	 	85	 	
Foreign	 	 	 	332	 	
 	 	 	
 	 	 	 	1,455	 	
 	 	 	
 	 	 	$	 	5,887	 	
 	 	 	
The reported income tax provisions differ from the amount based on United States federal income tax rates as follows:
 	 	 	
 	 	Period ended
September 30, 2010	
Statutory federal income tax expense	 	 	$	 	5,843	 	
State income tax expense (net of federal benefit)	 	 	 	319	 	
Tax contingencies	 	 	 	308	 	
Nondeductible other	 	 	 	829	 	
Foreign income inclusions	 	 	 	3,281	 	
Foreign income tax differential	 	 	 	(264	)	 	
Unremitted earnings	 	 	 	297	 	
Change in valuation allowance	 	 	 	(4,404	)	 	
Foreign withholding tax	 	 	 	55	 	
Other, net	 	 	 	(377	)	 	
 	 	 	
 	 	 	$	 	5,887	 	
 	 	 	
16

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:
 	 	 	
 	 	September 30,
2010	
Deferred tax assets:	 	 	
Accounts receivable	 	 	$	 	535	 	
Inventories	 	 	 	2,721	 	
Accrued liabilities and other expenses	 	 	 	5,804	 	
Pension	 	 	 	20,895	 	
Derivative financial instruments	 	 	 	1,450	 	
Other non-current items	 	 	 	4,836	 	
Foreign tax credits	 	 	 	5,038	 	
Foreign capital loss carryover	 	 	 	3,600	 	
Net operating loss carryforwards	 	 	 	6,807	 	
 	 	 	
Total deferred tax assets	 	 	 	51,686	 	
Valuation allowance	 	 	 	(37,288	)	 	
Deferred tax liabilities:	 	 	
Other current items	 	 	 	6,429	 	
Plant and equipment, principally due to differences in depreciation	 	 	 	2,207	 	
Intangible assets	 	 	 	13,580	 	
Unremitted foreign earnings	 	 	 	9,712	 	
 	 	 	
Total deferred tax liabilities	 	 	 	31,928	 	
 	 	 	
Net deferred tax liabilities	 	 	$	 	(17,530	)	 	
 	 	 	
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.
 	 	 	
 	 	Unrecognized
Tax Benefit	
Balance as of October 3, 2009	 	 	$	 	3,750	 	
Settlements	 	 	 	(203	)	 	
Increase related to current year tax positions	 	 	 	845	 	
 	 	 	
Balance as of September 30, 2010	 	 	$	 	4,392	 	
 	 	 	
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
17

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:
 	 	 	
 	 	September 30,
2010	
Revolving Loan	 	 	$	 	11,000	 	
Senior Floating Rate Notes, net of unamortized discount of $134	 	 	 	149,866	 	
Senior Subordinated Notes	 	 	 	150,000	 	
Capital lease obligations	 	 	 	484	 	
 	 	 	
Total debt	 	 	 	311,350	 	
Less:	 	 	
Short-term Revolving Loan	 	 	 	(11,000	)	 	
Current portion of capital lease obligations	 	 	 	(197	)	 	
 	 	 	
Long-term	 	 	$	 	300,153	 	

 	 	Maximum
Borrowing
Amount	 	Borrowing
Base as
of
September
30, 2010	 	Letters of
Credit
Outstanding
as of
September 30,
2010	 	(b)
Availability
as of
September 30,
2010	 	Interest
Rate as of
September 30,
2010	 	Expiration
Date	
Revolving Loan(a)	 	 	$	 	130,000	 	 	 	 	(a	)	 	 	 	$	 	3,268	 	 	 	 	(a	)	 	 	 	 	(a	)	 	 	 	 	Apr 7, 2011	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Original
Principal	 	(d)
Interest
Rate	 	(e)
Interest
Payments	 	Maturity
Date	 	(f)
Call Option
Date	 	 	 	 	
Senior Floating Rate Notes(a)	 	 	$	 	150,000	 	 	 	 	LIBOR + 4	%	 	 	 	 	Jan 15, Apr 15,	 	 	Jul 15, Oct 15	 	 	 	 	Jan 15, 2012	 	 	 	 	Jan 15, 2007	 	
Senior Subordinated Notes(a)	 	 	 	150,000	 	 	 	 	10	%	 	 	 	 	Jan 15, Jul 15	 	 	 	 	Jul 15, 2012	 	 	 	 	Jul 15, 2008	 	 	 	 	 	

 
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
(a)	 	 	 	Due to the acquisition of the Company by Griffon as described in Note 17 the Company’s Senior Floating Rate Notes, Senior Subordinated Notes and Revolving Loan were defeased.	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
(b)	 	 	 	Total amount available is limited by the amount of eligible accounts receivable, inventory, machinery and equipment, and real estate less letters of credit outstanding.	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
(c)	 	 	 	The interest rate applicable to the loans under the Revolving Loan is either 1) the “Eurodollar Rate” or London Interbank Offered Rate (LIBOR) plus a margin of 1.75% to 2.75%, or 2) the “Base Rate” plus a margin of 0.50% to 1.50%. The Base Rate is calculated at the higher of 1) the prevailing Federal Funds rate plus 50 basis points or 2) the	
18

ATT HOLDING CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED STATEMENTS—(Continued)
 	 	 	 	administrative agent’s prime interest rate plus an applicable rate determined by the Company’s consolidated leverage ratio as defined by the Amended and Restated Senior Secured Credit Agreement.	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
(d)	 	 	 	LIBOR represents the three month London Interbank Offered Rate which resets quarterly. LIBOR was .5% as of July 13, 2010. July 13, 2010 is the reset date for the October 15, 2010 interest payment.	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
(e)	 	 	 	Interest payments are in cash and paid in arrears.	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
(f)	 	 	 	The Senior Floating Rate Notes do not have a redemption premium. The Senior Subordinated Notes have a redemption price of 100% of principal on or after July 15, 2010.	
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:
 	 	 	 	 	 	 	 	 	
 	 	Receive	 	Pay	 	Notional
Amount	 	(a)
Effective
Interest
Rate	
January 15, 2010 through January 15, 2011	 	 	 	3-month LIBOR	 	 	 	 	1.90	%	 	 	 	 	150,000	 	 	 	 	5.90	%	 	
January 18, 2011 through January 15, 2012	 	 	 	3-month LIBOR	 	 	 	 	2.50	%	 	 	 	 	150,000	 	 	 	 	6.50	%	 	

 
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
(a)	 	 	 	Represents the effective interest rate on the respective portion of the Senior Floating Rate Notes including the contractual terms of the interest rate swap for the periods indicated.	
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.
 	 	 	
 	 	September 30,
2010	
Rental expense for operating leases	 	 	$	 	9,250	 	
Future minimum rental commitments under noncancelable operating leases as of September 30, 2010 are as follows:
 	 	 	
2011	 	 	$	 	10,121	 	
2012	 	 	 	9,197	 	
2013	 	 	 	8,368	 	
2014	 	 	 	7,191	 	
2015	 	 	 	7,088	 	
Thereafter	 	 	 	27,395	 	
 	 	 	
Total minimum lease payments	 	 	$	 	69,360	 	
 	 	 	
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
19

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:
 	 	 	 	 	
 	 	Target
Allocations
September 30,
2010	 	Actual
Allocations
September 30,
2010	
Domestic equity securities	 	 	 	48	%	 	 	 	 	52	%	 	
Fixed income securities	 	 	 	32	%	 	 	 	 	33	%	 	
International equity securities	 	 	 	15	%	 	 	 	 	16	%	 	
Real estate	 	 	 	5	%	 	 	 	 	—	 	
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:
 	 	 	 	 	 	 	 	 	
 	 	(Level 1)	 	(Level 2)	 	(Level 3)	 	Total	
Government and agency securities	 	 	$	 	2,030	 	 	 	$	 	2,780	 	 	 	$	 	—	 	 	 	$	 	4,810	 	
Debt securities	 	 	 	—	 	 	 	 	15,255	 	 	 	 	—	 	 	 	 	15,255	 	
Equity securities	 	 	 	60,807	 	 	 	 	4,023	 	 	 	 	—	 	 	 	 	64,830	 	
Commingled funds	 	 	 	—	 	 	 	 	24,595	 	 	 	 	—	 	 	 	 	24,595	 	
 	 	 	 	 	 	 	 	 	
Total liabilities	 	 	$	 	62,837	 	 	 	$	 	46,653	 	 	 	$	 	—	 	 	 	$	 	109,490	 	
 	 	 	 	 	 	 	 	 	
Government and agency securities are classified as Level 1 when quoted prices are available in an active market. When quoted prices are not available, government and agency securities are classified as Level 2. The fair values of debt securities are based on a compilation of observable market information or a broker quote in a non-active market. Equity securities reflect the closing price reported on a major market where the individual securities are traded. And the fair values of commingled funds are determined using the Net Asset Value (“NAV”) provided by the administrator of the fund. The NAV is based on the value of the underlying assets owned by the trust/entity, minus its liabilities and then divided by the number of shares outstanding.
On April 11, 2008, the Company notified salaried and certain hourly associates that the Company was freezing benefit accruals under its Pension Plan and the SERP effective with
20

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

the close of business on May 31, 2008. Participants under the Pension Plan accrued benefits through May 31, 2008 based on applicable years of benefit service and eligible compensation through that date. Service after May 31, 2008 count for vesting purposes and toward meeting the eligibility requirements for commencing a pension benefit under the Pension Plan, but do not count toward the calculation of the pension benefit amount. Compensation earned after May 31, 2008 similarly does not count toward the determination of the pension benefit amounts under the Pension Plan. In conjunction with the freezing of benefit accruals under the Pension Plan, the Company froze benefit accruals under the SERP effective with the close of business on May 31, 2008. On June 1, 2008, the Company provided certain participants in the Pension Plan and SERP with enhanced matching contributions under an existing 401(k) defined contribution pension plan (the “401(k) Plan”). The eligibility for and amount of enhanced matching contributions under the 401(k) Plan depend on an employee’s combined years of benefit accrual service and age under the Pension Plan projected through December 31, 2008. The change in the Pension Plan and SERP were accounted for as a curtailment and resulted in no curtailment gain or loss.
On November 10, 2009 the Company notified hourly associates at the Harrisburg, Pennsylvania facility that the Company was freezing benefit accruals associated with the location’s benefits (Harrisburg’s benefits) effective with the close of business on December 31, 2009. The change in Harrisburg’s benefits was accounted for as a curtailment and resulted in a curtailment loss of $261.
The Company’s 401(k) Plan covers substantially all of its eligible U.S. employees. The purpose of the plan is generally to provide additional financial security to employees during retirement. Participants in the 401(k) Plan may elect to contribute, on a pre-tax basis, a certain percent of their annual earnings with the Company matching a portion of these contributions. Expenses under the plan related to the Company’s matching contribution were $1,337 for the period ended September 30, 2010.
The Company’s Canadian subsidiary, Garant Inc., operates a group-registered retirement savings plan. The Company matches 50% of nonunion employee contributions, up to 3% of an employee’s base salary. The expenses related to the plan for the Company for the period ended September 30, 2010 were $106.
The following table contains the accumulated benefit obligation, a reconciliation of changes in the projected benefit obligation, fair value of plan assets and the funded status of the Company’s U.S. qualified defined benefit pension and non-qualified defined benefit pension plans and postretirement benefit plan with the amounts recognized in the Company’s consolidated balance sheet at September 30, 2010 as well as the accumulated benefit obligation and a reconciliation of changes in the projected benefit obligation, fair value of plan assets and the funded status of the Irish subsidiary’s defined benefit pension plan:
21

ATT HOLDING CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED STATEMENTS—(Continued)
 	 	 	 	 	 	 	 	
 	 	Pension Benefits	 	Postretirement Benefits	 	
 	 	U.S. Plan	 	Ireland Plan	 	September 30, 2010	 	 	
 	 	September 30, 2010	 	September 30, 2010	 	 	 	 	
Accumulated benefit obligation	 	 	$	 	159,187	 	 	 	$	 	7,810	 	 	 	$	 	1,640	 	 	 	
 	 	 	 	 	 	 	 	 	
Change in projected benefit obligation	 	 	 	 	 	 	 	 	
Projected benefit obligation at beginning of period	 	 	$	 	148,679	 	 	 	$	 	7,656	 	 	 	$	 	1,578	 	 	 	
Service cost	 	 	 	—	 	 	 	 	117	 	 	 	 	2	 	 	 	
Interest cost	 	 	 	7,936	 	 	 	 	385	 	 	 	 	84	 	 	 	
Curtailment	 	 	 	—	 	 	 	 	—	 	 	 	 	—	 	 	 	
Participants’ contributions	 	 	 	—	 	 	 	 	41	 	 	 	 	—	 	 	 	
Assumption changes	 	 	 	—	 	 	 	 	—	 	 	 	 	—	 	 	 	
Actuarial loss	 	 	 	11,224	 	 	 	 	1,342	 	 	 	 	100	 	 	 	
Benefits paid	 	 	 	(8,652	)	 	 	 	 	(671	)	 	 	 	 	(124	)	 	 	 	
Effect of foreign currency	 	 	 	—	 	 	 	 	(492	)	 	 	 	 	—	 	 	 	
 	 	 	 	 	 	 	 	 	
Projected benefit obligation at end of period	 	 	$	 	159,187	 	 	 	$	 	8,378	 	 	 	$	 	1,640	 	 	 	
 	 	 	 	 	 	 	 	 	
Change in fair value of plan assets	 	 	 	 	 	 	 	 	
Fair value of plan assets at beginning of period	 	 	$	 	99,222	 	 	 	$	 	6,713	 	 	 	$	 	—	 	 	 	
Actual return on plan assets	 	 	 	10,254	 	 	 	 	624	 	 	 	 	—	 	 	 	
Employer contributions	 	 	 	2,269	 	 	 	 	125	 	 	 	 	124	 	 	 	
Participants’ contributions	 	 	 	—	 	 	 	 	41	 	 	 	 	—	 	 	 	
Benefits paid	 	 	 	(8,652	)	 	 	 	 	(411	)	 	 	 	 	(124	)	 	 	 	
Plan expenses	 	 	 	—	 	 	 	 	(260	)	 	 	 	 	—	 	 	 	
Effect of foreign currency	 	 	 	—	 	 	 	 	(435	)	 	 	 	 	—	 	 	 	
 	 	 	 	 	 	 	 	 	
Fair value of plan assets at end of period	 	 	$	 	103,093	 	 	 	$	 	6,397	 	 	 	$	 	—	 	 	 	
 	 	 	 	 	 	 	 	 	
Unfunded status	 	 	$	 	(56,094	)	 	 	 	$	 	(1,981	)	 	 	 	$	 	(1,640	)	 	 	 	
 	 	 	 	 	 	 	 	 	
Net amount recognized on consolidated balance sheet at period end	 	 	 	 	 	 	 	 	
Current benefit liability (included in accrued expenses and other current liabilities)	 	 	$	 	(34	)	 	 	 	$	 	—	 	 	 	$	 	(102	)	 	 	 	
Noncurrent benefit liability (included in accrued retirement benefits)	 	 	 	(56,060	)	 	 	 	 	(1,981	)	 	 	 	 	(1,538	)	 	 	 	
 	 	 	 	 	 	 	 	 	
Net amount recognized at period end	 	 	$	 	(56,094	)	 	 	 	$	 	(1,981	)	 	 	 	$	 	(1,640	)	 	 	 	
 	 	 	 	 	 	 	 	 	
Amounts recognized in accumulated other comprehensive loss (income) (pre-tax) at period end	 	 	 	 	 	 	 	 	
Net loss (gain)	 	 	$	 	57,763	 	 	 	$	 	2,495	 	 	 	$	 	(1,291	)	 	 	 	
 	 	 	 	 	 	 	 	 	
Net amount recognized at period end	 	 	$	 	57,763	 	 	 	$	 	2,495	 	 	 	$	 	(1,291	)	 	 	 	
 	 	 	 	 	 	 	 	 	
Weighted average assumptions	 	 	 	 	 	 	 	 	
Discount rate	 	 	 	4.88	%	 	 	 	 	4.50	%	 	 	 	 	4.88	%	 	 	 	
Rate of compensation increase	 	 	 	—	 	 	 	 	3.50	%	 	 	 	 	—	 	 	 	
22

ATT HOLDING CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED STATEMENTS—(Continued)
 	 	 	 	 	 	 	 	
 	 	Pension Benefits	 	Other Benefits	 	
 	 	U.S. Plan	 	Ireland Plan	 	September 30, 2010	 	 	
 	 	September 30, 2010	 	September 30, 2010	 	 	 	 	
Other comprehensive loss (income)	 	 	 	 	 	 	 	 	
Net loss	 	 	$	 	7,404	 	 	 	$	 	1,091	 	 	 	$	 	215	 	 	 	
Amortization loss	 	 	 	—	 	 	 	 	(44	)	 	 	 	 	—	 	 	 	
 	 	 	 	 	 	 	 	 	
Total	 	 	$	 	7,404	 	 	 	$	 	1,047	 	 	 	$	 	215	 	 	 	
 	 	 	 	 	 	 	 	 	
The amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost over the next period are shown below:
 	 	 	 	 	 	 	 	
 	 	U.S.	 	Ireland	 	
 	 	Pension
Benefits	 	Other
Benefits	 	Pension
Benefits	 	
Amortization of net loss (gain)	 	 	$	 	3,697	 	 	 	$	 	(115	)	 	 	 	$	 	44	 	 	
Amounts recognized in the statements of operations related to the U.S. plan consist of:
 	 	 	 	 	 	
 	 	Pension Benefits	 	Other Benefits	 	
 	 	September 30, 2010	 	September 30, 2010	 	
Service cost	 	 	$	 	—	 	 	 	$	 	3	 	 	
Interest cost	 	 	 	7,936	 	 	 	 	84	 	 	
Amortization of net loss (gain)	 	 	 	2,853	 	 	 	 	(115	)	 	 	
Expected return on plan assets	 	 	 	(9,288	)	 	 	 	 	—	 	 	
 	 	 	 	 	 	
Net periodic benefit (credit) cost	 	 	$	 	1,501	 	 	 	$	 	(28	)	 	 	
 	 	 	 	 	 	
Weighted average assumptions:	 	 	 	 	 	
Discount rate	 	 	 	5.50	%	 	 	 	 	5.50	%	 	 	
Expected return on plan assets	 	 	 	8.00	%	 	 	 	 	—	 	 	
Amounts recognized in the statements of operations related to the Irish plan consist of:
 	 	 	
 	 	September 30, 2010	
Service cost	 	 	$	 	117	 	
Interest cost	 	 	 	385	 	
Expected return on plan assets	 	 	 	(369	)	 	
Amortization of net loss	 	 	 	44	 	
 	 	 	
Net periodic benefit cost	 	 	$	 	177	 	
 	 	 	
Weighted average assumptions:	 	 	
Discount rate	 	 	 	5.50	%	 	
Rate of compensation increase	 	 	 	3.75	%	 	
Expected return on plan assets	 	 	 	5.80	%	 	
The tables above set forth the historical components of net periodic pension cost and a reconciliation of the funded status of the pension and other postretirement benefit plans for the employees associated with the Company and are not necessarily indicative of the amounts to be recognized by the Company on a prospective basis.
The expected return on assets represents the Company’s estimate of the long-term future return on plan assets based upon the mix of plan investments and historical return experience.
The Company anticipates making contributions of $5,575 to the U.S. defined benefit pension plans, $102 to its postretirement plan and $417 to the Irish pension plan during the fiscal year beginning on October 1, 2010.
23

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

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid to participants in the U.S. pension and retiree plans and the Irish pension plan:
 	 	 	 	 	 	 	 	
 	 	U.S.	 	Ireland	 	
 	 	Pension
Benefits	 	Other
Benefits	 	Pension
Benefits	 	
2011	 	 	$	 	8,831	 	 	 	$	 	102	 	 	 	$	 	362	 	 	
2012	 	 	 	8,902	 	 	 	 	102	 	 	 	 	385	 	 	
2013	 	 	 	9,063	 	 	 	 	102	 	 	 	 	380	 	 	
2014	 	 	 	9,161	 	 	 	 	103	 	 	 	 	391	 	 	
2015	 	 	 	9,287	 	 	 	 	103	 	 	 	 	402	 	 	
Five year period beginning thereafter	 	 	 	49,192	 	 	 	 	518	 	 	 	 	1,956	 	 	
9. Stockholder’s Equity
CHATT Holdings Inc. owns 726,556 shares of Class A Common Stock, 124,859 warrants to purchase shares of Class A Common Stock, 267,448 shares of Class B Common Stock and 62,495 shares of Series A Preferred Stock, which constituted all of the outstanding securities of the Company. There were no changes to the legal composition of these equity securities.
Series A Preferred Stock
The Company is authorized to issue 100,000 shares of Series A Preferred Stock at a par value of $0.0001. There were 62,495 shares issued and outstanding as of September 30, 2010. Dividends on each share of the Series A Preferred Stock were accrued on a daily basis at the rate of 10% per annum of the Liquidation Value thereof plus all accumulated and unpaid dividends thereon from and including the date of issuance of such share to and including the first to occur of (i) the date on which the Liquidation Value of such share (plus all accrued and unpaid dividends thereon) is paid to the holder thereof in connection with the liquidation of the Company or the redemption of such share by the Company or (ii) the date on which such share is otherwise acquired by the Company. The Company had $54,051 accumulated, unrecorded and unpaid dividends as of September 30, 2010.
Upon any liquidation, dissolution or winding up of the Company, each holder of Series A Preferred Stock shall be entitled to be paid, before any distribution or payment is made upon any junior securities, an amount in cash equal to the aggregate Liquidation Value of all shares held by such holder plus all accrued and unpaid dividends thereon, and the holders of Series A Preferred Stock shall not be entitled to any further payment. The aggregate Liquidation Preference was $62,495 as of September 30, 2010 which excludes any accumulated dividends. The Series A Preferred Stock has no voting rights.
Class A and B Common Stock
The Company is authorized to issue 1,600,000 shares of Class A Common Stock at a par value of $0.0001. There were 726,556 shares issued and outstanding as of September 30, 2010. The Company is authorized to issue 300,000 shares of Class B Common Stock at a par value of $0.0001.
Class A Common Stock and Class B Common Stock shall be entitled to one vote for each share. With respect to the election of the Board of Directors, the holders of shares of Class B Common Stock shall have that number of votes equal to the lesser of (i) the number of shares outstanding or (ii) 29.99% of the voting power of the Company. With respect to the election of the Board of Directors, the holders of shares of Common Stock excluding Class B
24

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

Common Stock shall have the number of votes equal to the greater of (i) the number of shares outstanding or (ii) 70.01% of the voting power of the Company.
10. Segment Information
The Company has three operating segments, comprised of the United States, Canada and Other. All of the Company’s revenues represent sales of similar products. All intercompany amounts are eliminated in the eliminations column. Segment information for the fiscal years ended September 30, 2010 representing the reportable segments currently utilized by the chief operating decision makers was as follows:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Period Ended	 	
 	 	September 30, 2010	 	 	
 	 	United
States	 	Canada	 	Australia	 	Other	 	Eliminations	 	Consolidated	 	 	
Net sales	 	 	$	 	345,546	 	 	 	$	 	74,865	 	 	 	$	 	2,875	 	 	 	$	 	4,631	 	 	 	$	 	—	 	 	 	$	 	427,917	 	 	 	
Intersegment sales	 	 	 	9,133	 	 	 	 	12,815	 	 	 	 	—	 	 	 	 	—	 	 	 	 	(21,948	)	 	 	 	 	—	 	 	 	
Operating income (loss)	 	 	 	31,140	 	 	 	 	15,573	 	 	 	 	(478	)	 	 	 	 	(1,619	)	 	 	 	 	—	 	 	 	 	44,616	 	 	 	
Interest expense	 	 	 	 	 	 	 	 	 	 	 	 	 	26,592	 	 	 	
Other expense	 	 	 	 	 	 	 	 	 	 	 	 	 	662	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income before income taxes	 	 	 	 	 	 	 	 	 	 	 	 	$	 	17,362	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Depreciation and amortization	 	 	 	11,999	 	 	 	 	2,006	 	 	 	 	183	 	 	 	 	201	 	 	 	 	—	 	 	 	 	14,389	 	 	 	
Intangible impairment charges	 	 	 	300	 	 	 	 	—	 	 	 	 	—	 	 	 	 	—	 	 	 	 	 	 	300	 	 	 	
Cash paid for property, plant and equipment	 	 	 	6,168	 	 	 	 	967	 	 	 	 	—	 	 	 	 	—	 	 	 	 	 	 	7,135	 	 	 	
Segment assets as of September 30, 2010 are as follows:
 	 	 	
United States	 	 	$	 	273,509	 	
Canada	 	 	 	61,153	 	
Australia	 	 	 	15,596	 	
Other	 	 	 	5,622	 	
 	 	 	
Total	 	 	$	 	355,880	 	
 	 	 	
Long-lived assets as of September 30, 2010 are as follows:
 	 	 	
United States	 	 	$	 	28,503	 	
Canada	 	 	 	8,537	 	
Australia	 	 	 	951	 	
Europe	 	 	 	1,713	 	
 	 	 	
Total	 	 	$	 	39,704	 	
 	 	 	
11. Other Expense
Other expense consists of the following:
 	 	 	
 	 	Period ended
September 30, 2010	
Unrealized loss	 	 	$	 	144	 	
Realized loss	 	 	 	518	 	
 	 	 	
Total	 	 	$	 	662	 	
 	 	 	
25

ATT HOLDING CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED STATEMENTS—(Continued)
12. Related Party Transactions
The Company is party to a management agreement with Castle Harlan, Inc., an affiliate of the shareholder, under which Castle Harlan, Inc. provides business and organizational strategy, financial and investment management, advisory, merchant and investment banking services to the Company. The Company recorded expenses of $3,284 for the period ended September 30, 2010 related to the annual management fee plus expenses which are included in selling, general and administrative expenses in the accompanying consolidated statement of operations. The management fees are payable quarterly in advance in accordance with the management agreement. The amount payable to Castle Harlan, Inc. as of September 30, 2010 was $1 which is included in trade payables in the accompanying consolidated balance sheet.
13. Fair Value of Financial Instruments
The Company’s financial assets and liabilities required to be measured at fair value on a recurring basis are as follows:
 	 	 	 	 	 	 	 	 	 	
 	 	September 30, 2010	 	
 	 	(Level 1)	 	(Level 2)	 	(Level 3)	 	Total	 	
Interest rate swaps	 	 	$	 	—	 	 	 	$	 	3,845	 	 	 	$	 	—	 	 	 	$	 	3,845	 	 	
 	 	 	 	 	 	 	 	 	 	
Total liabilities	 	 	$	 	—	 	 	 	$	 	3,845	 	 	 	$	 	—	 	 	 	$	 	3,845	 	 	
 	 	 	 	 	 	 	 	 	 	
Non-Financial Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis
Non-financial assets and liabilities primarily include goodwill, indefinite-lived intangible assets and long-lived assets measured at fair value for impairment assessments and non-financial assets and liabilities measured at fair value in business combinations.
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 condensed consolidated statement of operations. The fair value of the Dynamic Design trade name as of September 30, 2010 is as follows:
 	 	 	 	 	 	 	 	 	
 	 	(Level 1)	 	(Level 2)	 	(Level 3)	 	Total	
Dynamic Design trade name	 	 	$	 	—	 	 	 	$	 	—	 	 	 	$	 	2,700	 	 	 	$	 	2,700	 	
 	 	 	 	 	 	 	 	 	
Total	 	 	$	 	—	 	 	 	$	 	—	 	 	 	$	 	2,700	 	 	 	$	 	2,700	 	
 	 	 	 	 	 	 	 	 	
14. Derivative Instruments and Hedging Activities
Fair values of derivative instruments as of September 30, 2010 are as follows:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
September 30, 2010	 	
Description of
Derivative	 	Qualifies
for Hedge
Designation	 	Asset Derivatives	 	Liability Derivatives	 	
 	 	 	 	Fair
Value	 	Balance
Sheet
Location	 	Pretax Gain
Recognized
in OCI	 	Fair
Value	 	Balance
Sheet
Location	 	Pretax Loss
Recognized
in OCI	 	 	 	 	 	 	 	 	
Interest rate swaps	 	 	 	Yes	 	 	 	 	—	 	 	 	 	—	 	 	 	 	—	 	 	 	$	 	741	 	 	 	 	(a	)	 	 	 	$	 	741	 	 	 	 	 	 	 	 	 	
Interest rate swaps	 	 	 	Yes	 	 	 	 	—	 	 	 	 	—	 	 	 	 	—	 	 	 	 	3,104	 	 	 	 	(b	)	 	 	 	 	3,104	 	 	 	 	 	 	 	 	 	

 
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
(a)	 	 	 	The interest rate swap is included in Accrued expenses and other current liabilities.	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
(b)	 	 	 	The interest rate swap is included in Other liabilities.	
26

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

The effect of derivative instruments on the accompanying consolidated statement of operations for the period ended September 30, 2010 is as follows:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
September 30, 2010	 	 	 	 	
Description of
Derivative	 	Qualifies
for Hedge
Designation	 	Location of
pretax gain or
(loss) reclassed
from AOCI into
earnings	 	Amount of
pretax gain or
(loss) reclassed
from AOCI into
earnings	 	Location of pretax
gain or (loss)
recognized in
earnings	 	Amount of
pretax gain or
(loss)
recognized in
earnings	 	 	 	 	
Foreign currency forward contracts	 	 	 	No	 	 	 	 	—	 	 	 	$	 	—	 	 	 	 	Other expense	 	 	 	$	 	(561	)	 	 	 	 	 	
Interest rate swaps	 	 	 	Yes	 	 	 	 	Interest	 	 	expense	 	 	 	 	(2,556	)	 	 	 	 	—	 	 	 	 	—	 	
Due to the termination of the interest rate swaps, the Company does not expect any net pretax losses recognized in accumulated other comprehensive income as of September 30, 2010 to be reclassified into earnings within the next twelve months.
15. Commitments and Contingencies
During December 2004, a customer of the Company was named in litigation that involved UnionTools products. The complaint asserted causes of action against the defendant for improper advertisement to the end consumer. The allegation suggests that advertisements led the consumer to believe that the hand tools sold were manufactured within boundaries of the United States. The allegation asserts cause of action against the customer for common law fraud. In the event that an adverse judgment is rendered against the customer, there is a possibility that the customer would seek legal recourse against the Company for an unspecified amount in contributory damages. Presently, the Company cannot estimate the amount of loss, if any, if the customer were to seek legal recourse against the Company.
From approximately 1993 through 1999, the Company manufactured and sold 647,000 wheelbarrows with poly wheel hubs. Various claims were submitted, and lawsuits filed, to recover for injuries sustained while inflating tires on these wheelbarrows. In 2002, the Company participated in a voluntary “fast track” recall of these wheelbarrows with the Consumer Product Safety Commission (“CPSC”). The Company again voluntarily recalled these wheelbarrows in June 2004 in cooperation with the CPSC. However, less than 1% of the total products sold were returned, leaving an unknown number in service. To date, the Company has responded to 34 claims involving this product. All known claims have been resolved. Although the Company believes it has sufficient insurance coverage in place to cover these claims, a successful claim may exceed the limits of the Company’s coverage.
During fiscal 2009, an underground fuel tank with surrounding soil contamination was discovered at the Frankfort, NY site which is the result of historical facility operations prior to the Company’s ownership. The Company is actively working with the New York Department of Environmental Conservation and the New York State Department of Health to define remediation requirements. Due to changes in administrative proceedings the date the Company believes remediation will be completed has changed to December 2011 from December 2010. The change in the environmental liability for the Frankfort, NY site is as follows:
 	 	 	
Balance as of October 3, 2009	 	 	$	 	2,541	 	
Adjustments to estimates	 	 	 	—	 	
Payments	 	 	 	1,931	 	
 	 	 	
Balance as of September 30, 2010	 	 	$	 	610	 	
 	 	 	
The Company is involved in lawsuits and claims, including certain environmental matters, arising out of the normal course of its business. In the opinion of management, the
27

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

ultimate amount of liability, if any, under pending litigation will not have a material adverse effect on the Company’s financial position, results of operations or cash flows.
16. Other
The Company applied for relief under the U. S. Continued Dumping and Subsidy Offset Act of 2000, or “Byrd Amendment,” as a result of foreign manufacturers selling certain tools at unfair prices within the U.S. market. During December 2009 the Company received a distribution of tariffs collected in the amount of $3,259. The amount was recorded within selling, general and administrative expenses in the accompanying consolidated statement of operations.
17. Subsequent Events
The Company has evaluated subsequent events and has determined that except as set forth below, there are no subsequent events that require disclosure.
On September 30, 2010, the Company was acquired by Griffon. Griffon purchased all the outstanding stock of the Company on a cash and debt-free basis, for $542 million in cash, subject to certain adjustments. As a result of the acquisition, the Company’s Senior Floating Rate Notes, Senior Subordinated Notes and Revolving Loan were defeased and the related debt issuance costs of $2,820 were written off.
Griffon is a diversified management and holding company that conducts business through wholly-owned subsidiaries. Griffon overseas the operations of its subsidiaries, allocates resources among them and manages their capital structures. Griffon conducts its operations through three businesses: Telephonics Corporation, Home and Building Products and Clopay Plastic Products Company.
28

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(Dollars in thousands)

On September 30, 2010, Clopay Acquisition Corp. (“Clopay Acquisition”), a Delaware corporation and a wholly-owned subsidiary of Griffon Corporation (“Griffon”), completed its acquisition of Ames True Temper, Inc. (“ ATT ”) from an affiliate of Castle Harlan, Inc., pursuant to a Stock Purchase Agreement (the “ Purchase Agreement ”), dated as of July 19, 2010 for $542 million, on a cash-free and debt-free basis and subject to certain adjustments. Griffon and ATT began joint operations on October 1, 2010.

 On August 9, 2010, ATT purchased certain assets of West Barrows Mix Pty. Ltd. (“Westmix”) for $12.7 million. The acquired assets included trade receivables, inventory, trade names and manufacturing assets, and ATT’s assumption of the leases to five manufacturing and distribution facilities in Australia.

The unaudited, pro forma condensed combined statements of operations for the fiscal years ended September 30, 2010 and 2009 combine the historical consolidated statements of operations of Griffon, ATT and Westmix, giving effect to the acquisitions as if they had occurred on October 1, 2008. The historical consolidated financial information has been adjusted in the unaudited pro forma condensed combined financial statements to give effect to pro forma events that are (1) directly attributable to the acquisition, (2) factually supportable, and (3) with respect to the statements of operations, expected to have a continuing impact on the combined results. The unaudited pro forma condensed combined financial information should be read in conjunction with the accompanying notes to the unaudited pro forma condensed combined financial statements. In addition, the unaudited pro forma condensed combined financial information was based on and should be read in conjunction with the:
 	 	 	
 	•	separate historical financial statements of Griffon at and for the year ended September 30, 2010, and the related notes included in Griffon’s Annual Report on Form 10-K for the year ended September 30, 2010;	
 	 	 	
 	•	separate historical financial statements of ATT at and for the year ended October 3, 2009 and the related notes included in ATT’s Annual Report on Form 10-K for the year ended October 3, 2009; and	
 	 	 	
 	•	separate historical financial statements of ATT at and for the year ended September 30, 2010 and the related notes included in ATT’s financial statements filed as an exhibit in this 8-K.	
For ease of reference, all pro forma financial statements are based on Griffon’s period-end date.

The unaudited pro forma condensed combined financial information has been presented for informational purposes only and is not necessarily indicative of what the combined company’s financial position or results of operations would have been had the acquisitions been completed as of the indicated dates. The unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of the combined company. There were no material transactions between Griffon, ATT or Westmix during the periods presented in the unaudited pro forma condensed combined financial statements.

The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting under existing U.S. generally accepted accounting principles (“U.S. GAAP”), which are subject to change and interpretation. Griffon has been treated as the acquirer in the acquisition for accounting purposes.

The unaudited pro forma condensed combined financial information does not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve as a result of the acquisitions, the costs to integrate the operations of Griffon, ATT and Westmix, or the costs necessary to achieve these cost savings, operating synergies or revenue enhancements.

UNAUDITED PRO FORMA CONDENSED COMBINED
STATEMENT OF OPERATIONS
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2009
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	For the Year Ended September 30, 2009	 	 	

	 	 	
 	 	 	 	 	 	 	 	 	
($ in thousands)	 	Historical	 	Pro Forma
Adjustments
(Note 4)	 	 	 	 	

	 	 	 	Pro Forma
Combined	 	 	 	 	
 	 	Griffon	 	Ames	 	Westmix	 	 	 	 	 	 	 	 	 	

	 	

	 	

	 	

	 	

	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Revenue	 	$	1,194,050	 	$	452,191	 	$	13,283	 	$	—	 	$	1,659,524	 	 	 	 	 	
Cost of goods and services	 	 	936,927	 	 	325,919	 	 	9,080	 	 	(2,680	)   a	 	1,269,246	 	 	 	 	 	

	

	

	

	

	

	

	

	

	

	

	

	

	

	

	 	 	 	 	
Gross profit	 	 	257,123	 	 	126,272	 	 	4,203	 	 	2,680	 	 	390,278	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Selling, general and administrative expenses	 	 	230,736	 	 	85,163	 	 	2,194	 	 	1,109	    b	 	319,202	 	 	 	 	 	
Impairment	 	 	—	 	 	2,490	 	 	—	 	 	—	 	 	2,490	 	 	 	 	 	
Loss (gain) on disposal of fixed assets	 	 	—	 	 	1,389	 	 	—	 	 	—	 	 	1,389	 	 	 	 	 	
Restructuring and other related charges	 	 	1,240	 	 	2,126	 	 	—	 	 	—	 	 	3,366	 	 	 	 	 	

	

	

	

	

	

	

	

	

	

	

	

	

	

	

	 	 	 	 	
Total operating expenses	 	 	231,976	 	 	91,168	 	 	2,194	 	 	1,109	 	 	326,447	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income from operations	 	 	25,147	 	 	35,104	 	 	2,009	 	 	1,571	 	 	63,831	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other income (expense)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest expense	 	 	(11,552	)	 	(29,708	)	 	(147	)	 	(4,293	)   c	 	(45,700	)	 	 	 	 	
Gain (loss) from debt extinguishment, net	 	 	4,488	 	 	—	 	 	—	 	 	—	 	 	4,488	 	 	 	 	 	
Other, net	 	 	1,522	 	 	524	 	 	—	 	 	2,282	    d	 	4,328	 	 	 	 	 	

	

	

	

	

	

	

	

	

	

	

	

	

	

	

	 	 	 	 	
Total other income (expense)	 	 	(5,542	)	 	(29,184	)	 	(147	)	 	(2,011	)	 	(36,884	)	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income before taxes	 	 	19,605	 	 	5,920	 	 	1,862	 	 	(440	)	 	26,947	 	 	 	 	 	
Provision for income taxes	 	 	1,687	 	 	1,363	 	 	475	 	 	732	    e	 	4,257	 	 	 	 	 	

	

	

	

	

	

	

	

	

	

	

	

	

	

	

	 	 	 	 	
Income from continuing operations	 	 	17,918	 	 	4,557	 	 	1,387	 	 	(1,172	)	 	22,690	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Discontinued Operations:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income from operations of the discontinued Installation Services Business	 	 	1,230	 	 	—	 	 	—	 	 	—	 	 	1,230	 	 	 	 	 	
Provision for income taxes	 	 	440	 	 	—	 	 	—	 	 	—	 	 	440	 	 	 	 	 	

	

	

	

	

	

	

	

	

	

	

	

	

	

	

	 	 	 	 	
Income from discontinued operations	 	 	790	 	 	—	 	 	—	 	 	—	 	 	790	 	 	 	 	 	

	

	

	

	

	

	

	

	

	

	

	

	

	

	

	 	 	 	 	
Net income	 	$	18,708	 	$	4,557	 	$	1,387	 	$	(1,172	)	$	23,480	 	 	 	 	 	

	

	

	

	

	

	

	

	

	

	

	

	

	

	

	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic earnings per common share	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income from continuing operations	 	$	0.31	 	 	 	 	 	 	 	 	 	 	$	0.39	 	 	 	 	 	
Income from discontinued operations	 	 	0.01	 	 	 	 	 	 	 	 	 	 	 	0.01	 	 	 	 	 	
Net income	 	 	0.32	 	 	 	 	 	 	 	 	 	 	 	0.40	 	 	 	 	 	

	

	 	 	 	 	 	 	 	 	 	 	

	

	 	 	 	 	 	
Weighted average shares outstanding	 	 	58,699	 	 	 	 	 	 	 	 	 	 	 	58,699	 	 	 	 	 	

	

	 	 	 	 	 	 	 	 	 	 	

	

	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Diluted earnings per common share	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income from continuing operations	 	$	0.30	 	 	 	 	 	 	 	 	 	 	$	0.38	 	 	 	 	 	
Income from discontinued operations	 	 	0.01	 	 	 	 	 	 	 	 	 	 	 	0.01	 	 	 	 	 	
Net income	 	 	0.32	 	 	 	 	 	 	 	 	 	 	 	0.40	 	 	 	 	 	

	

	 	 	 	 	 	 	 	 	 	 	

	

	 	 	 	 	 	
Weighted average shares outstanding	 	 	59,002	 	 	 	 	 	 	 	 	 	 	 	59,002	 	 	 	 	 	

	

	 	 	 	 	 	 	 	 	 	 	

	

	 	 	 	 	 	

UNAUDITED PRO FORMA CONDENSED COMBINED
STATEMENT OF OPERATIONS
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2010
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	For the Year Ended September 30, 2010	 	 	

	 	 	
 	 	 	 	 	 	 	 	 	
($ in thousands)	 	Historical	 	Pro Forma
Adjustments
(Note 4)	 	 	 	 	

	 	 	 	Pro Forma
Combined	 	 	 	 	
 	 	Griffon	 	Ames	 	Westmix	 	 	 	 	 	 	 	 	 	

	 	

	 	

	 	

	 	

	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Revenue	 	$	1,293,996	 	$	427,917	 	$	15,718	 	$	—	 	$	1,737,631	 	 	 	 	 	
Cost of goods and services	 	 	1,005,692	 	 	289,957	 	 	9,586	 	 	(1,657	)   a	 	1,303,578	 	 	 	 	 	

	

	

	

	

	

	

	

	

	

	

	

	

	

	

	 	 	 	 	
Gross profit	 	 	288,304	 	 	137,960	 	 	6,132	 	 	1,657	 	 	434,053	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Selling, general and administrative expenses	 	 	261,403	 	 	90,965	 	 	2,894	 	 	3,345	    b	 	358,607	 	 	 	 	 	
Impairment	 	 	—	 	 	642	 	 	—	 	 	—	 	 	642	 	 	 	 	 	
Loss (gain) on disposal of fixed assets	 	 	—	 	 	(11	)	 	—	 	 	—	 	 	(11	)	 	 	 	 	
Restructuring and other related charges	 	 	4,180	 	 	1,748	 	 	—	 	 	—	 	 	5,928	 	 	 	 	 	

	

	

	

	

	

	

	

	

	

	

	

	

	

	

	 	 	 	 	
Total operating expenses	 	 	265,583	 	 	93,344	 	 	2,894	 	 	3,345	 	 	365,166	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income from operations	 	 	22,721	 	 	44,616	 	 	3,238	 	 	(1,688	)	 	68,887	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other income (expense)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest expense	 	 	(11,913	)	 	(26,592	)	 	(237	)	 	(7,319	)   c	 	(46,061	)	 	 	 	 	
Gain (loss) from debt extinguishment, net	 	 	(1,117	)	 	—	 	 	—	 	 	—	 	 	(1,117	)	 	 	 	 	
Other, net	 	 	4,121	 	 	(662	)	 	—	 	 	—	 	 	3,459	 	 	 	 	 	

	

	

	

	

	

	

	

	

	

	

	

	

	

	

	 	 	 	 	
Total other income (expense)	 	 	(8,909	)	 	(27,254	)	 	(237	)	 	(7,319	)	 	(43,719	)	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income before taxes	 	 	13,812	 	 	17,362	 	 	3,001	 	 	(9,007	)	 	25,168	 	 	 	 	 	
Provision for income taxes	 	 	4,308	 	 	5,887	 	 	924	 	 	(2,837	)   e	 	8,283	 	 	 	 	 	

	

	

	

	

	

	

	

	

	

	

	

	

	

	

	 	 	 	 	
Income from continuing operations	 	 	9,504	 	 	11,475	 	 	2,077	 	 	(6,170	)	 	16,885	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Discontinued Operations:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income from operations of the discontinued Installation Services Business	 	 	142	 	 	—	 	 	—	 	 	—	 	 	142	 	 	 	 	 	
Provision for income taxes	 	 	54	 	 	—	 	 	—	 	 	—	 	 	54	 	 	 	 	 	

	

	

	

	

	

	

	

	

	

	

	

	

	

	

	 	 	 	 	
Income from discontinued operations	 	 	88	 	 	—	 	 	—	 	 	—	 	 	88	 	 	 	 	 	

	

	

	

	

	

	

	

	

	

	

	

	

	

	

	 	 	 	 	
Net income	 	$	9,592	 	$	11,475	 	$	2,077	 	$	(6,170	)	$	16,973	 	 	 	 	 	

	

	

	

	

	

	

	

	

	

	

	

	

	

	

	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic earnings per common share	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income from continuing operations	 	$	0.16	 	 	 	 	 	 	 	 	 	 	$	0.29	 	 	 	 	 	
Income from discontinued operations	 	 	0.00	 	 	 	 	 	 	 	 	 	 	 	0.00	 	 	 	 	 	
Net income	 	 	0.16	 	 	 	 	 	 	 	 	 	 	 	0.29	 	 	 	 	 	

	

	 	 	 	 	 	 	 	 	 	 	

	

	 	 	 	 	 	
Weighted average shares outstanding	 	 	58,974	 	 	 	 	 	 	 	 	 	 	 	58,974	 	 	 	 	 	

	

	 	 	 	 	 	 	 	 	 	 	

	

	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Diluted earnings per common share	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income from continuing operations	 	$	0.16	 	 	 	 	 	 	 	 	 	 	$	0.28	 	 	 	 	 	
Income from discontinued operations	 	 	0.00	 	 	 	 	 	 	 	 	 	 	 	0.00	 	 	 	 	 	
Net income	 	 	0.16	 	 	 	 	 	 	 	 	 	 	 	0.28	 	 	 	 	 	

	

	 	 	 	 	 	 	 	 	 	 	

	

	 	 	 	 	 	
Weighted average shares outstanding	 	 	59,993	 	 	 	 	 	 	 	 	 	 	 	59,993	 	 	 	 	 	

	

	 	 	 	 	 	 	 	 	 	 	

	

	 	 	 	 	 	

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

1. Description of ATT Acquisition

On September 30, 2010, Griffon completed its acquisition of ATT, a global provider of non-powered landscaping products that make work easier for homeowners and professionals, from an affiliate of Castle Harlan, Inc., pursuant to a Stock Purchase Agreement, dated as of July 19, 2010. The consideration for the acquisition was $542 million in cash, on a cash and debt-free basis, subject to certain adjustments. The terms of the Stock Purchase Agreement were previously described in Griffon’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 23, 2010 (the “Original 8-K”) and such description of the Stock Purchase Agreement is incorporated herein by reference. Such description of the Stock Purchase Agreement is qualified in its entirety by reference to the full text of the Stock Purchase Agreement, which is attached as Exhibit 2.1 to the Original 8-K.

On August 9, 2010, ATT completed its acquisition of certain assets of Westmix, an Australia-based manufacturer and leading supplier of quality products for the hardware industry, for $12.7 million. The acquired assets include trade receivables, inventory, trade names and manufacturing assets and ATT’s assumption of leases to five manufacturing and distribution facilities in Australia.

2. Basis of Presentation

The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting and was based on the historical financial statements of Griffon, ATT and Westmix. All pro forma financial statements use Griffon’s period-end date.

The unaudited pro forma condensed combined financial information was prepared under existing U.S. GAAP, which is subject to change and interpretation.

The acquisition method of accounting under U.S. GAAP requires, among other things, that most assets acquired and liabilities assumed be recognized at their fair values at the acquisition date. Fair value is defined under U.S. GAAP as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” Market participants are assumed to be buyers and sellers in the principal (or most advantageous) market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. Fair value measurements can be highly subjective and it is possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts.

Accordingly, the assets acquired and liabilities assumed were recorded at their respective fair values and added to those of Griffon. Financial statements and reported results of operations of Griffon for periods following completion of the acquisitions will reflect these values, and the related depreciation and amortization thereof, but will not be retroactively restated to reflect the historical financial position or results of operations of ATT or Westmix for periods prior to the acquisition.

Acquisition-related transaction costs (e.g., advisory, legal, valuation, other professional fees) and certain acquisition-related restructuring charges impacting the acquired company are not included as a component of consideration transferred but are accounted for as expenses in the periods in which the costs are incurred. The unaudited pro forma condensed combined financial statements reflect no restructuring and integration charges that may be incurred in connection with the acquisitions.

Certain immaterial reclassifications were made to the overall presentation of the ATT financial statements to conform to Griffon’s presentation.

3. Accounting Policies

Griffon has not identified any differences in accounting policies that would have a material impact on the combined financial statements except as detailed below.

4. Pro Forma Adjustments

This note should be read in conjunction with Note 1. Description of ATT Acquisition; Note 2. Basis of Presentation.

Due to the immaterial nature of Westmix to Griffon, pro forma adjustments with respect to Westmix have been combined with ATT’s pro forma adjustments for ease of presentation. Adjustments under the heading “Pro Forma Adjustments” represent the following:
 	 	
(a)	To adjust cost of goods and services for depreciation expense attributable to the fair value adjustment to ATT and Westmix property, plant and equipment acquired.	
 	 	
(b)	To adjust for the amortization attributable to the fair value of intangible assets acquired and depreciation attributable to the fair value adjustment to property, plant and equipment acquired as follows:	

(in thousands)	 	Year ended
9/30/09	 	Year ended
9/30/10	 	

	 	

	 	
 	 	 	 	 	 	
Elimination of ATT amortization	 	$	(1,214	)	$	(1,368	)	
Estimated amortization expense of trademarks ($127 million over a 25 year life)*	 	 	5,088	 	 	5,088	 	
Depreciation adjustment for fair market value	 	 	(2,765	)	 	(375	)	

	

	 	

	

	 	
Totals	 	$	1,109	 	$	3,345	 	

	

	 	

	

	 	

(c)	To eliminate interest expense recorded by ATT and to recognize the cost of debt incurred by Griffon in connection with the acquisition of ATT as follows:	

(in thousands)	 	Year ended
9/30/09	 	Year ended
9/30/10	 	

	 	

	 	
 	 	 	 	 	 	
Elimination of ATT interest expense, net	 	$	29,855	 	$	26,829	 	
Interest expense for new debt	 	 	(34,148	)	 	(34,148	)	

	

	 	

	

	 	
Totals	 	$	(4,293	)	$	(7,319	)	

	

	 	

	

	 	

(d)	ATT recorded foreign exchange charges related to intercompany notes as such notes were deemed short-term in nature based on ATT’s plans to repatriate cash. Griffon considers the notes to be long term in nature based on Griffon’s assessment of cash needs and its intentions regarding repatriation of cash. As such, the related foreign exchange gains and losses have been reversed and treated as a component of equity.	
 	 	
(e)	Griffon has estimated an incremental 35% tax rate in assessing the tax impact of the combination of ATT with Griffon. The effective tax rate and tax accounts in the balance sheet of the combined company could be significantly different (either higher or lower) depending on post-acquisition activities, including tax planning opportunities, cash repatriation decisions and geographic mix of income.	
5. Selling, General and Administrative Expenses

For the year ending September 30, 2009 and 2010, selling, general and administrative expenses included $3,431 and $3,284, respectively, of management fees from ATT’s prior owner. For the year ending September 30, 2010, selling, general and administrative expenses included $17,791 of costs incurred by ATT and Griffon in connection with Griffon’s acquisition of ATT.

6. Forward-looking Statements

These Unaudited Pro Forma Condensed Consolidated Financial Statements, including the notes thereto, may contain, or may be deemed to contain, forward-looking statements within the meaning of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including, without limitation, statements regarding Griffon’s, ATT’s or Westmix’s financial position, business strategy, benefits from the acquisition of ATT or Westmix, and the plans and objectives of Griffon’s management for future operations, are forward-looking statements. Such statements relate to, among other things, income, earnings, cash flows, revenue, changes in operations, operating improvements, industries in which Griffon operates and the United States and global economies. Statements included herein that are not historical are hereby identified as “forward-looking statements” and may be indicated by words or phrases such as “anticipates,” “supports,” “plans,” “projects,” “expects,” “believes,” “should,” “would,” “could,” “hope,” “forecast,” “management is of the opinion,” “may,” “will,” “estimates,” “intends,” “explores,” “opportunities,” the negative of these expressions, use of the future tense and similar words or phrases. Such forward-looking statements are subject to inherent risks and uncertainties that could cause actual results to differ materially from those expressed in any forward-looking statements. These risks and uncertainties include, among others: current economic conditions and uncertainties in the housing, credit and capital markets; Griffon’s ability to achieve expected savings from cost control, integration and disposal initiatives; the ability to identify and successfully consummate and integrate value-adding acquisition opportunities, including the acquisition of ATT; increasing competition and pricing pressures in the markets served by Griffon’s operating companies; the ability of Griffon’s operating companies to expand into new geographic and product markets and to anticipate and meet customer demands for new products and product enhancements and innovations; reduced military spending by the government on projects for which Griffon’s Telephonics Corporation supplies products; increases in the cost of raw materials such as resin and steel; changes in customer demand; political events that could impact the worldwide economy; a downgrade in Griffon’s credit ratings; changes in international economic conditions including interest rate and currency exchange fluctuations; the relative mix of products and services offered by Griffon’s businesses, which impacts margins and operating efficiencies; short-term capacity constraints or prolonged excess capacity; unforeseen developments in contingencies, such as litigation; unfavorable results of government agency contract audits of Griffon’s subsidiary, Telephonics Corporation; Griffon’s ability to adequately protect and maintain the validity of patent and other intellectual property rights; the cyclical nature of the businesses of certain Griffon’s operating companies; and possible terrorist threats and actions and their impact on the global economy. Readers are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements speak only as of the date made. Griffon undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Exhibit 99.3
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Supplemental Pro Forma Information	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Fiscal 2009	 	Fiscal 2010	 	

	 	

	 	
($ in thousands)	 	Q1	 	Q2	 	Q3	 	Q4	 	FY	 	Q1	 	Q2	 	Q3	 	Q4	 	FY	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
REVENUE:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Home & Building Products	 	$	204,437	 	$	224,133	 	$	231,938	 	$	198,380	 	$	858,888	 	$	190,651	 	$	225,607	 	$	231,797	 	$	184,946	 	$	833,001	 	
Plastics	 	 	112,689	 	 	100,269	 	 	94,762	 	 	105,035	 	 	412,755	 	 	102,016	 	 	115,583	 	 	122,288	 	 	130,227	 	 	470,114	 	
Telephonics	 	 	80,827	 	 	96,567	 	 	94,126	 	 	116,361	 	 	387,881	 	 	103,619	 	 	116,190	 	 	100,413	 	 	114,294	 	 	434,516	 	

	

	

	

	

	

	

	

	

	

	

	

	

	

	 	

	

	

	

	

	

	

	

	

	

	

	

	

	

	 	
Total consolidated revenue	 	$	397,953	 	$	420,969	 	$	420,826	 	$	419,776	 	$	1,659,524	 	$	396,286	 	$	457,380	 	$	454,498	 	$	429,467	 	$	1,737,631	 	

	

	

	

	

	

	

	

	

	

	

	

	

	

	 	

	

	

	

	

	

	

	

	

	

	

	

	

	

	 	
INCOME BEFORE TAXES and DISCONTINUIED OPERATIONS:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Segment profit before depreciation, amortization, restructuring and impairment:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Home & Building Products (a)	 	$	16,628	 	$	8,498	 	$	20,251	 	$	20,373	 	$	65,750	 	$	25,661	 	$	22,303	 	$	30,230	 	$	13,396	 	$	91,590	 	
Plastics	 	 	11,299	 	 	11,825	 	 	10,019	 	 	12,859	 	 	46,002	 	 	5,974	 	 	10,919	 	 	11,718	 	 	14,242	 	 	42,853	 	
Telephonics	 	 	6,865	 	 	9,795	 	 	11,528	 	 	13,352	 	 	41,540	 	 	8,621	 	 	12,409	 	 	11,768	 	 	13,322	 	 	46,120	 	

	

	

	

	

	

	

	

	

	

	

	

	

	

	 	

	

	

	

	

	

	

	

	

	

	

	

	

	

	 	
Total Segment profit before depreciation, amortization, restructuring and impairment	 	 	34,792	 	 	30,118	 	 	41,798	 	 	46,584	 	 	153,292	 	 	40,256	 	 	45,631	 	 	53,716	 	 	40,960	 	 	180,563	 	
Unallocated amounts (b)	 	 	(3,699	)	 	(4,009	)	 	(5,531	)	 	(4,721	)	 	(17,960	)	 	(5,531	)	 	(6,860	)	 	(7,497	)	 	(14,311	)	 	(34,199	)	
Gain (loss) from debt extinguishment, net	 	 	4,304	 	 	—	 	 	184	 	 	—	 	 	4,488	 	 	(18	)	 	12	 	 	—	 	 	(1,111	)	 	(1,117	)	
Net interest expense	 	 	(11,850	)	 	(12,120	)	 	(11,165	)	 	(10,565	)	 	(45,700	)	 	(11,445	)	 	(12,074	)	 	(12,216	)	 	(10,326	)	 	(46,061	)	
Segment depreciation and amortization	 	 	(14,501	)	 	(14,063	)	 	(14,424	)	 	(14,898	)	 	(57,886	)	 	(13,855	)	 	(14,225	)	 	(13,077	)	 	(15,022	)	 	(56,179	)	
Impairments (ATT)	 	 	(476	)	 	(243	)	 	(962	)	 	(809	)	 	(2,490	)	 	—	 	 	—	 	 	(304	)	 	(338	)	 	(642	)	
Restructuring charges	 	 	—	 	 	(80	)	 	(502	)	 	(2,784	)	 	(3,366	)	 	(1,277	)	 	(1,510	)	 	(2,647	)	 	(494	)	 	(5,928	)	
Deal costs and predecessor management fees (c)	 	 	(806	)	 	(832	)	 	(841	)	 	(952	)	 	(3,431	)	 	(845	)	 	(817	)	 	(2,107	)	 	(7,500	)	 	(11,269	)	

	

	

	

	

	

	

	

	

	

	

	

	

	

	 	

	

	

	

	

	

	

	

	

	

	

	

	

	

	 	
Income before taxes and discontinued operations	 	$	7,764	 	$	(1,229	)	$	8,557	 	$	11,855	 	$	26,947	 	$	7,285	 	$	10,157	 	$	15,868	 	$	(8,142	)	$	25,168	 	

	

	

	

	

	

	

	

	

	

	

	

	

	

	 	

	

	

	

	

	

	

	

	

	

	

	

	

	

	 	
DEPRECIATION and AMORTIZATION:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Segment:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Home & Building Products (a)	 	$	7,251	 	$	7,273	 	$	7,565	 	$	7,210	 	$	29,299	 	$	6,616	 	$	6,605	 	$	6,065	 	$	6,975	 	$	26,261	 	
Plastics	 	 	5,763	 	 	5,247	 	 	5,239	 	 	5,681	 	 	21,930	 	 	5,613	 	 	5,833	 	 	5,027	 	 	5,911	 	 	22,384	 	
Telephonics	 	 	1,487	 	 	1,543	 	 	1,620	 	 	2,007	 	 	6,657	 	 	1,626	 	 	1,787	 	 	1,985	 	 	2,136	 	 	7,534	 	

	

	

	

	

	

	

	

	

	

	

	

	

	

	 	

	

	

	

	

	

	

	

	

	

	

	

	

	

	 	
Total segment depreciation and amortization	 	 	14,501	 	 	14,063	 	 	14,424	 	 	14,898	 	 	57,886	 	 	13,855	 	 	14,225	 	 	13,077	 	 	15,022	 	 	56,179	 	
Unallocated	 	 	71	 	 	315	 	 	88	 	 	62	 	 	536	 	 	82	 	 	84	 	 	91	 	 	82	 	 	339	 	

	

	

	

	

	

	

	

	

	

	

	

	

	

	 	

	

	

	

	

	

	

	

	

	

	

	

	

	

	 	
Total consolidated depreciation and amortization	 	$	14,572	 	$	14,378	 	$	14,512	 	$	14,960	 	$	58,422	 	$	13,937	 	$	14,309	 	$	13,168	 	$	15,104	 	$	56,518	 	

	

	

	

	

	

	

	

	

	

	

	

	

	

	 	

	

	

	

	

	

	

	

	

	

	

	

	

	

	 	
DEAL COSTS and PREDECESSOR MANAGEMENT FEES: (c)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Home & Building Products (ATT)	 	$	806	 	$	832	 	$	841	 	$	952	 	$	3,431	 	$	845	 	$	817	 	$	2,107	 	$	7,500	 	$	11,269	 	
Unallocated (ATT)	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	9,805	 	 	9,805	 	

	

	

	

	

	

	

	

	

	

	

	

	

	

	 	

	

	

	

	

	

	

	

	

	

	

	

	

	

	 	
 	 	$	806	 	$	832	 	$	841	 	$	952	 	$	3,431	 	$	845	 	$	817	 	$	2,107	 	$	17,305	 	$	21,074	 	

	

	

	

	

	

	

	

	

	

	

	

	

	

	 	

	

	

	

	

	

	

	

	

	

	

	

	

	

	 	
INTEREST EXPENSE, net:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Historic	 	$	3,313	 	$	3,583	 	$	2,628	 	$	2,028	 	$	11,552	 	$	2,908	 	$	3,537	 	$	3,679	 	$	1,789	 	$	11,913	 	
Pro forma	 	 	11,850	 	 	12,120	 	 	11,165	 	 	10,565	 	 	45,700	 	 	11,445	 	 	12,074	 	 	12,216	 	 	10,326	 	 	46,061	 	
PROVISION (BENEFIT) for INCOME TAXES:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Historic	 	$	997	 	$	(3,277	)	$	513	 	$	3,454	 	$	1,687	 	$	830	 	$	(1,175	)	$	1,965	 	$	2,688	 	$	4,308	 	
Pro forma (assumes 35% ATT tax rate)	 	 	2,642	 	 	(1,833	)	 	1,197	 	 	2,251	 	 	4,257	 	 	1,626	 	 	2,079	 	 	5,085	 	 	(507	)	 	8,283	 	
INCOME from CONTINUING OPERATIONS:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Historic	 	$	2,066	 	$	(2,076	)	$	6,089	 	$	11,839	 	$	17,918	 	$	4,180	 	$	2,034	 	$	4,989	 	$	(1,699	)	$	9,504	 	
Pro forma (c)	 	 	5,122	 	 	604	 	 	7,360	 	 	9,604	 	 	22,690	 	 	5,659	 	 	8,078	 	 	10,783	 	 	(7,635	)	 	16,885	 	
DILUTED EARNINGS PER SHARE from CONTINUING OPERATIONS:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Historic	 	$	0.04	 	$	(0.04	)	$	0.10	 	$	0.20	 	$	0.30	 	$	0.07	 	$	0.03	 	$	0.08	 	$	(0.03	)	$	0.16	 	
Pro forma (c)	 	 	0.09	 	 	0.01	 	 	0.12	 	 	0.16	 	 	0.38	 	 	0.09	 	 	0.13	 	 	0.18	 	 	(0.13	)	 	0.28	 	

(a)	Adjusted for management fee to be charged to Ames by GFF.	
(b)	Unallocated amounts typically include general corporate expenses not attributable to reportable segments.	
(c)	Includes all ATT and GFF costs related to the GFF acquisition of ATT, as well as management fees charged to ATT by predecessor ownership that will not continue under GFF ownership.	

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Supplemental Pro Forma Information	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Fiscal 2009	 	Fiscal 2010	 	

	 	

	 	
($ in thousands)	 	Q1	 	Q2	 	Q3	 	Q4	 	FY	 	Q1	 	Q2	 	Q3	 	Q4	 	FY	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
HOME & BUILDING PRODUCTS:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Segment operating profit	 	$	8,095	 	$	70	 	$	10,381	 	$	8,618	 	$	27,164	 	$	16,923	 	$	13,371	 	$	19,107	 	$	(1,911	)	$	47,490	 	
Depreciation and amortization	 	 	7,251	 	 	7,273	 	 	7,565	 	 	7,210	 	 	29,299	 	 	6,616	 	 	6,605	 	 	6,065	 	 	6,975	 	 	26,261	 	
Impairments (ATT)	 	 	476	 	 	243	 	 	962	 	 	809	 	 	2,490	 	 	—	 	 	—	 	 	304	 	 	338	 	 	642	 	
Restructuring charges	 	 	—	 	 	80	 	 	502	 	 	2,784	 	 	3,366	 	 	1,277	 	 	1,510	 	 	2,647	 	 	494	 	 	5,928	 	
Deal costs and predecessor management fees	 	 	806	 	 	832	 	 	841	 	 	952	 	 	3,431	 	 	845	 	 	817	 	 	2,107	 	 	7,500	 	 	11,269	 	

	

	

	

	

	

	

	

	

	

	

	

	

	

	 	

	

	

	

	

	

	

	

	

	

	

	

	

	

	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Segment profit before depreciation, amortization, impairments, restructuring and deal	 	$	16,628	 	$	8,498	 	$	20,251	 	$	20,373	 	$	65,750	 	$	25,661	 	$	22,303	 	$	30,230	 	$	13,396	 	$	91,590	 	

	

	

	

	

	

	

	

	

	

	

	

	

	

	 	

	

	

	

	

	

	

	

	

	

	

	

	

	

	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
PLASTICS:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Segment operating profit	 	$	5,536	 	$	6,578	 	$	4,780	 	$	7,178	 	$	24,072	 	$	361	 	$	5,086	 	$	6,691	 	$	8,331	 	$	20,469	 	
Depreciation and amortization	 	 	5,763	 	 	5,247	 	 	5,239	 	 	5,681	 	 	21,930	 	 	5,613	 	 	5,833	 	 	5,027	 	 	5,911	 	 	22,384	 	

	

	

	

	

	

	

	

	

	

	

	

	

	

	 	

	

	

	

	

	

	

	

	

	

	

	

	

	

	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Segment profit before depreciation and amortization	 	$	11,299	 	$	11,825	 	$	10,019	 	$	12,859	 	$	46,002	 	$	5,974	 	$	10,919	 	$	11,718	 	$	14,242	 	$	42,853	 	

	

	

	

	

	

	

	

	

	

	

	

	

	

	 	

	

	

	

	

	

	

	

	

	

	

	

	

	

	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
TELEPHONICS:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Segment operating profit	 	$	5,378	 	$	8,252	 	$	9,908	 	$	11,345	 	$	34,883	 	$	6,995	 	$	10,622	 	$	9,783	 	$	11,186	 	$	38,586	 	
Depreciation and amortization	 	 	1,487	 	 	1,543	 	 	1,620	 	 	2,007	 	 	6,657	 	 	1,626	 	 	1,787	 	 	1,985	 	 	2,136	 	 	7,534	 	

	

	

	

	

	

	

	

	

	

	

	

	

	

	 	

	

	

	

	

	

	

	

	

	

	

	

	

	

	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Segment profit before depreciation and amortization	 	$	6,865	 	$	9,795	 	$	11,528	 	$	13,352	 	$	41,540	 	$	8,621	 	$	12,409	 	$	11,768	 	$	13,322	 	$	46,120	 	

	

	

	

	

	

	

	

	

	

	

	

	

	

	 	

	

	

	

	

	

	

	

	

	

	

	

	

	

	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
TOTAL SEGMENTS:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Segment operating profit	 	$	19,009	 	$	14,900	 	$	25,069	 	$	27,141	 	$	86,119	 	$	24,279	 	$	29,079	 	$	35,581	 	$	17,606	 	$	106,545	 	
Depreciation and amortization	 	 	14,501	 	 	14,063	 	 	14,424	 	 	14,898	 	 	57,886	 	 	13,855	 	 	14,225	 	 	13,077	 	 	15,022	 	 	56,179	 	
Impairments (ATT)	 	 	476	 	 	243	 	 	962	 	 	809	 	 	2,490	 	 	—	 	 	—	 	 	304	 	 	338	 	 	642	 	
Restructuring charges	 	 	—	 	 	80	 	 	502	 	 	2,784	 	 	3,366	 	 	1,277	 	 	1,510	 	 	2,647	 	 	494	 	 	5,928	 	
Deal costs and predecessor management fees	 	 	806	 	 	832	 	 	841	 	 	952	 	 	3,431	 	 	845	 	 	817	 	 	2,107	 	 	7,500	 	 	11,269	 	

	

	

	

	

	

	

	

	

	

	

	

	

	

	 	

	

	

	

	

	

	

	

	

	

	

	

	

	

	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Segment profit before depreciation, amortization, impairments, restructuring and deal	 	$	34,792	 	$	30,118	 	$	41,798	 	$	46,584	 	$	153,292	 	$	40,256	 	$	45,631	 	$	53,716	 	$	40,960	 	$	180,563