What changed in this filing

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Item 9A. Controls and Procedures

2021-11-17 compared with 2020-11-13 · 38 added, 30 removed, 117 unchanged (37% of the section changed)

4 unchanged sentences

SEC guidance permits the exclusion of an evaluation of the effectiveness of a registrant's disclosure controls and procedures as they relate to the internal control over financial reporting for an acquired business during the first year following such acquisition.

Management's evaluation and conclusion as to the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of September 30, 2020 .

Management’s Report on Internal Control over Financial Reporting

9 unchanged sentences

Griffon’s internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of Griffon’s assets;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that Griffon’s receipts and expenditures are being made only in accordance with authorizations of Griffon’s management and directors;

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Griffon’s assets that could have a material effect on the financial statements.

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of Griffon’s assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that Griffon’s receipts and expenditures are being made only in accordance with authorizations of Griffon’s management and directors;

(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Griffon’s assets that could have a material effect on the financial statements.

Management, including Griffon’s Chief Executive Officer and Chief Financial Officer, does not expect that Griffon’s internal controls will prevent or detect all errors and all fraud.

12 unchanged sentences

Exhibits and Financial Statement Schedules

Financial Statements – Covered by Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets at September 30, 2020 and 2019

Consolidated Statements of Operations and Comprehensive Income (Loss) for the Fiscal Years Ended September 30, 2020, 2019 and 2018

Consolidated Statements of Cash Flows for the Fiscal Years Ended September 30, 2020, 2019 and 2018

Consolidated Statements of Shareholders’ Equity for the Fiscal Years Ended September 30, 2020, 2019 and 2018

Notes to the Consolidated Financial Statements

(a) (1) Financial Statements – Covered by Report of Independent Registered Public Accounting Firm

(A) Consolidated Balance Sheets at September 30, 2021 and 2020

(B) Consolidated Statements of Operations and Comprehensive Income (Loss) for the Fiscal Years Ended September 30, 2021, 2020 and 2019

(D) Consolidated Statements of Shareholders’ Equity for the Fiscal Years Ended September 30, 2021, 2020 and 2019

(E) Notes to the Consolidated Financial Statements

(2) Financial Statement Schedule – Covered by Report of Independent Registered Public Accounting Firm

2 unchanged sentences

(3) The information required by this Section (a)(3) of Item 15 is set forth on the exhibit index that follows the signatures page of this Form 10-K.

Reference is made to the exhibit index that follows the signatures page of this Form 10-K.

(b) Reference is made to the exhibit index that follows the signatures page of this Form 10-K.

Exhibit Index

5 unchanged sentences

4.2 Indenture, dated as of February 19, 2020, among Griffon Corporation, the Guarantors named on the signature pages thereto and Wells Fargo Bank, National Association, as Trustee (Exhibit 4.1 to Current Report on Form 8-K dated February 20, 2020 (Commission File No.

Registration Rights Agreement, dated as of June 22, 2020, by and among Griffon Corporation, the Guarantors party thereto and BofA Securities, Inc., as the Representative of the several Initial Purchasers (Exhibit 4.2 to Current Report on Form 8-K dated February 19, 2020 (Commission File No.

4.3 Registration Rights Agreement, dated as of February 19, 2020, by and among Griffon Corporation, the Guarantors party thereto and BofA Securities, Inc., as the Representative of the several Initial Purchasers (Exhibit 4.2 to Current Report on Form 8-K dated February 19, 2020 (Commission File No.

4.4 Registration Rights Agreement, dated as of June 22, 2020, by and among Griffon Corporation, the Guarantors party thereto and BofA Securities, Inc., as the Representative of the several Initial Purchasers (Exhibit 4.1 to Current Report on Form 8-K dated June 22, 2020 (Commission File No.

3 unchanged sentences

4.6* Description of Registrant’s Securities.

(Exhibit 4.6 of Annual Report on Form 10-K for the year ended September 30, 2020 (Commission File No.

10.1** Employment Agreement dated as of July 1, 2001 between the Registrant and Robert Balemian (Exhibit 10.2 of Current Report on Form 8-K file May 18, 2001 (Commission File No.

26 unchanged sentences

2 to the 2016 Equity Incentive Plan (incorporated by reference to Annex B to Griffon’s Proxy Statement relating to the 2020 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on December 17, 2019 (Commission File No.

Griffon Corporation 2016 Performance Bonus Plan (Exhibit B to the Registrant’s Proxy Statement relating to the 2016 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on December 17, 2015 (Commission File No.

10.16** Amended and Restated 2016 Performance Bonus Plan, dated as January 29, 2020 (Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended December 31, 2019 (Commission File No.

21 unchanged sentences

32* Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 18 USC Section 1350.

XBRL Instance Document***

XBRL Taxonomy Extension Schema Document***

XBRL Taxonomy Extension Calculation Document***

XBRL Taxonomy Extension Definitions Document***

XBRL Taxonomy Extension Labels Document***

XBRL Taxonomy Extension Presentation Document***

101.INS XBRL Instance Document***

101.SCH XBRL Taxonomy Extension Schema Document***

101.CAL XBRL Taxonomy Extension Calculation Document***

101.DEF XBRL Taxonomy Extension Definitions Document***

101.LAB XBRL Taxonomy Extension Labels Document***

101.PRE XBRL Taxonomy Extension Presentation Document***

_______________________

10 unchanged sentences

/s/ Ronald J.

Chairman of the Board and Chief Executive Officer

(Principal Executive Officer)

Kramer Chairman of the Board and Chief Executive Officer

Kramer (Principal Executive Officer)

/s/ Robert F.

President, Chief Operating Officer and

Senior Vice President and Chief Financial Officer

(Principal Financial Officer)

Christopher Durborow

Vice President and Chief Accounting Officer

Christopher Durborow

(Principal Accounting Officer)

Mehmel President, Chief Operating Officer and

Mehmel Director

Harris Senior Vice President and Chief Financial Officer

Harris (Principal Financial Officer)

Christopher Durborow Vice President and Chief Accounting Officer

Christopher Durborow (Principal Accounting Officer)

Alpert Director

/s/ Jerome L.

Coben Director

/s/ Thomas J.

Brosig Director

Grabowsky Director

/s/ Robert G.

/s/ Victor Eugene Renuart

Harrison Director

Johnson Director

/s/ Victor Eugene Renuart Director

Victor Eugene Renuart

/s/ Samanta Hegedus Stewart

Sight Director

Sullivan Director

/s/ Samanta Hegedus Stewart Director

Samanta Hegedus Stewart

/s/ Cheryl L.

Turnbull Director

/s/ William H.

Waldorf Director

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures