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Item 1. Financial Statements

2023-08-03 compared with 2023-05-04 · 241 added, 204 removed, 861 unchanged (34% of the section changed)

38 unchanged sentences

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

For the Three and Six Months Ended March 31, 2023 and 2022

For the Three and Nine Months Ended June 30, 2023 and 2022

COMMON STOCK CAPITAL IN

23 unchanged sentences

Balance at March 31, 2023 84,746 $ 21,187 $ 633,451 $ 318,648 27,541 $ ( 425,405 ) $ ( 67,906 ) $ ( 11,664 ) $ 468,311

Net income — — — 49,205 — — — — 49,205

Dividend — — — ( 121,461 ) — — — — ( 121,461 )

Amortization of deferred compensation — — — — — — — 6,630 6,630

Common stock acquired — — — — 2,542 ( 86,009 ) — — ( 86,009 )

ESOP allocation of common stock — — 13,609 — — — — — 13,609

Stock-based compensation — — 5,106 — — — — — 5,106

Other comprehensive income, net of tax — — — — — — 315 — 315

Balance at June 30, 2023 84,746 $ 21,187 $ 652,166 $ 246,392 30,083 $ ( 511,414 ) $ ( 67,591 ) $ ( 5,034 ) $ 335,706

The accompanying notes to condensed consolidated financial statements are an integral part of these statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

For the Three and Six Months Ended March 31, 2023 and 2022

For the Three and Nine Months Ended June 30, 2023 and 2022

COMMON STOCK CAPITAL IN

22 unchanged sentences

Balance at March 31, 2022 84,746 $ 21,187 $ 603,624 $ 744,894 27,714 $ ( 420,606 ) $ ( 43,779 ) $ ( 22,106 ) $ 883,214

Net income — — — 140,287 — — — — 140,287

Dividend — — — ( 109,487 ) — — — — ( 109,487 )

Amortization of deferred compensation — — — — — — — 591 591

Equity awards granted, net — — ( 484 ) — ( 32 ) 484 — — —

ESOP allocation of common stock — — 757 — — — — — 757

Stock-based compensation — — 5,130 — — — — — 5,130

Other comprehensive income, net of tax — — — — — — ( 14,177 ) — ( 14,177 )

Balance at June 30, 2022 84,746 $ 21,187 $ 609,027 $ 775,694 27,682 $ ( 420,122 ) $ ( 57,956 ) $ ( 21,515 ) $ 906,315

The accompanying notes to condensed consolidated financial statements are an integral part of these statements.

2 unchanged sentences

(in thousands, except per share data)

Three Months Ended March 31, Six Months Ended March 31,

Three Months Ended June 30, Nine Months Ended June 30,

2023 2022 2023 2022

5 unchanged sentences

Total operating expenses 172,439 157,387 585,460 442,577

Income (loss) from operations ( 65,809 ) 102,805 15,296 141,295

Income from operations 102,185 103,214 117,481 244,509

Other income (expense)

2 unchanged sentences

Gain on sale of building — — 10,852 —

Debt extinguishment, net — ( 5,287 ) — ( 5,287 )

Other, net 1,475 2,084 2,375 4,528

Total other expense, net ( 23,732 ) ( 27,164 ) ( 61,167 ) ( 61,744 )

Income (loss) before taxes from continuing operations ( 90,159 ) 82,798 ( 22,139 ) 106,715

Provision (benefit) for income taxes ( 27,904 ) 24,638 ( 8,586 ) 31,851

Income (loss) from continuing operations $ ( 62,255 ) $ 58,160 $ ( 13,553 ) $ 74,864

Income before taxes from continuing operations 78,453 76,050 56,314 182,765

Provision for income taxes 29,248 23,268 20,662 55,119

Income from continuing operations $ 49,205 $ 52,782 $ 35,652 $ 127,646

Discontinued operations:

Income from operations of discontinued operations — 113,457 — 117,777

Provision (benefit) for income taxes — ( 6,529 ) — ( 5,803 )

Provision for income taxes — 25,952 — 20,149

Income from discontinued operations — 87,505 — 97,628

Net income (loss) $ ( 62,255 ) $ 65,689 $ ( 13,553 ) $ 84,987

Net income $ 49,205 $ 140,287 $ 35,652 $ 225,274

Basic earnings per common share:

Income (loss) from continuing operations $ ( 1.17 ) $ 1.13 $ ( 0.26 ) $ 1.46

Income from continuing operations $ 0.94 $ 1.02 $ 0.68 $ 2.48

Income from discontinued operations — 1.69 — 1.89

Basic earnings (loss) per common share $ ( 1.17 ) $ 1.27 $ ( 0.26 ) $ 1.65

Basic earnings per common share $ 0.94 $ 2.71 $ 0.68 $ 4.37

Basic weighted-average shares outstanding 52,304 51,734 52,640 51,527

Diluted earnings per common share:

Income (loss) from continuing operations $ ( 1.17 ) $ 1.09 $ ( 0.26 ) $ 1.40

Income from continuing operations $ 0.90 $ 0.98 $ 0.65 $ 2.38

Income from discontinued operations — 1.62 — 1.82

Diluted earnings (loss) per common share $ ( 1.17 ) $ 1.23 $ ( 0.26 ) $ 1.59

Diluted earnings per common share $ 0.90 $ 2.60 $ 0.65 $ 4.19

Diluted weighted-average shares outstanding 54,602 53,914 55,087 53,704

Dividends paid per common share $ 2.125 $ 0.09 $ 2.325 $ 0.27

Net income (loss) $ ( 62,255 ) $ 65,689 $ ( 13,553 ) $ 84,987

Net income $ 49,205 $ 140,287 $ 35,652 $ 225,274

Other comprehensive income (loss), net of taxes:

3 unchanged sentences

Total other comprehensive income (loss), net of taxes 315 ( 14,177 ) 15,147 ( 11,979 )

Comprehensive income (loss), net $ ( 59,642 ) $ 70,638 $ 1,279 $ 87,185

Comprehensive income, net $ 49,520 $ 126,110 $ 50,799 $ 213,295

The accompanying notes to condensed consolidated financial statements are an integral part of these statements.

2 unchanged sentences

(in thousands)

Six Months Ended March 31,

Nine Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss) $ ( 13,553 ) $ 84,987

Net income $ 35,652 $ 225,274

Net income from discontinued operations — ( 97,628 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities of continuing operations:

Adjustments to reconcile net income to net cash provided by (used in) operating activities of continuing operations:

Depreciation and amortization 50,036 47,021

4 unchanged sentences

Amortization of debt discounts and issuance costs 3,068 2,753

Debt extinguishment, net — 5,287

Fair value step-up of acquired inventory sold — 5,401

2 unchanged sentences

Change in assets and liabilities, net of assets and liabilities acquired:

Increase in accounts receivable ( 19,431 ) ( 177,347 )

(Increase) decrease in accounts receivable 6,236 ( 81,825 )

(Increase) decrease in inventories 84,190 ( 135,473 )

Increase in prepaid and other assets 3,451 6,063

(Increase) decrease in prepaid and other assets 1,887 ( 13,388 )

Decrease in accounts payable, accrued liabilities, income taxes payable and operating lease liabilities ( 36,945 ) ( 44,864 )

4 unchanged sentences

Acquired businesses, net of cash acquired — ( 851,464 )

Payments related to sale of Telephonics ( 2,568 ) —

Proceeds (payments) from sale of business, net ( 2,568 ) 295,712

Proceeds from investments — 14,923

13 unchanged sentences

(in thousands)

Six Months Ended March 31,

Nine Months Ended June 30,

CASH FLOWS FROM DISCONTINUED OPERATIONS:

19 unchanged sentences

and is listed on the New York Stock Exchange (NYSE:GFF).

On June 27, 2022, we completed the sale of our Defense Electronics segment which consisted of our Telephonics subsidiary for $ 330,000 in cash.

As a result, the results of operations of our Telephonics business is classified as a discontinued operation in the Consolidated Statements of Operations for all periods presented and classified the related assets and liabilities associated with the discontinued operation in the consolidated balance sheets.

On August 1, 2023, Griffon amended its credit agreement to increase the total amount available for borrowing under its revolving credit facility from $ 400,000 to $ 500,000 , extend the maturity date of the revolving credit facility from March 22, 2025 to August 1, 2028 and modify certain other provisions of the facility (the "Credit Agreement").

See Note 10, Long-Term Debt for further details.

On June 27, 2022, we completed the sale of our Defense Electronics segment which consisted of our Telephonics subsidiary for $ 330,000 in cash, excluding customary post-closing adjustments.

As a result, the results of operations of our Telephonics business is classified as a discontinued operation in the Consolidated Statements of Operations for all periods presented and the related assets and liabilities have been classified as assets and liabilities of discontinued operations in the consolidated balance sheets.

Accordingly, all references made to results and information in this Quarterly Report on Form 10-Q are to Griffon's continuing operations, unless noted otherwise.

5 unchanged sentences

Griffon conducts its operations through two reportable segments:

• Home and Building Products ("HBP") conducts its operations through Clopay Corporation ("Clopay").

Founded in 1964, Clopay is the largest manufacturer and marketer of garage doors and rolling steel doors in North America.

Residential and commercial sectional garage doors are sold through professional dealers and leading home center retail chains throughout North America under the brands Clopay, Ideal, and Holmes.

Rolling steel door and grille products designed for commercial, industrial, institutional, and retail use are sold under the Cornell and Cookson brands.

• Consumer and Professional Products (“CPP”) is a leading North American manufacturer and a global provider of branded consumer and professional tools;

3 unchanged sentences

CPP sells products globally through a portfolio of leading brands including AMES, since 1774, Hunter, since 1886, True Temper, and ClosetMaid.

• Home and Building Products ("HBP") conducts its operations through Clopay Corporation ("Clopay").

Founded in 1964, Clopay is the largest manufacturer and marketer of garage doors and rolling steel doors in North America.

Residential and commercial sectional garage doors are sold through professional dealers and leading home center retail chains throughout North America under the brands Clopay, Ideal, and Holmes.

Rolling steel door and grille products designed for commercial, industrial, institutional, and retail use are sold under the Cornell and Cookson brands.

GRIFFON CORPORATION AND SUBSIDIARIES

2 unchanged sentences

Update on COVID-19 on our Business

As of the date of this filing, government restrictions have been relaxed or eliminated as the health risk of COVID-19 has decreased;

On May 11, 2023, the U.S.

Department of Health and Human Services declared the end of the Public Health Emergency for COVID-19;

however, the effects of COVID-19 continue to linger throughout the global economy and our businesses.

Though the severity of COVID-19 has subsided, new variants could interrupt business, cause renewed labor and supply chain disruptions, and negatively impact the global and US economy, which could materially and adversely impact our businesses.

See information provided in Part 1, Item 1A, “Risk Factors” our Form 10-K filed on November 18, 2022.

See Part 1, Item 1A, “Risk Factors” of our Form 10-K filed on November 18, 2022.

Basis of Presentation

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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 expected loss allowances for credit losses and returns, net realizable value of inventories, restructuring reserves, valuation of goodwill and intangible assets, sales, assumptions associated with pension benefit obligations and income or expenses, useful lives associated with depreciation and amortization of intangible and fixed assets, warranty reserves, sales incentive accruals, assumption associated with stock based compensation valuation, income taxes and tax valuation reserves, environmental reserves, legal reserves, insurance reserves, the valuation of assets and liabilities of discontinued operations, assumptions associated with valuation of acquired assets and assumed liabilities of acquired companies and the accompanying disclosures.

Significant estimates include expected loss allowances for credit losses and returns, net realizable value of inventories, restructuring reserves, valuation of goodwill and intangible assets, assumptions associated with pension benefit obligations and income or expenses, useful lives associated with depreciation and amortization of intangible and fixed assets, warranty reserves, sales incentive accruals, assumption associated with stock based compensation valuation, income taxes and tax valuation reserves, environmental reserves, legal reserves, insurance reserves, the valuation of assets and liabilities of discontinued operations, assumptions associated with valuation of acquired assets and assumed liabilities of acquired companies and the accompanying disclosures.

These estimates are based on management’s best knowledge of current events and actions Griffon may undertake in the future.

6 unchanged sentences

The accounting guidance establishes three levels of inputs that may be used to measure fair value, as follows:

• Level 1 inputs are measured and recorded at fair value based upon quoted prices in active markets for identical assets.

GRIFFON CORPORATION AND SUBSIDIARIES

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(US dollars and non US currencies in thousands, except per share data)

• Level 1 inputs are measured and recorded at fair value based upon quoted prices in active markets for identical assets.

• Level 2 inputs include inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of assets or liabilities.

• Level 3 inputs are unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

On March 31, 2023, the fair values of Griffon’s 2028 senior notes and Term Loan B facility approximated $ 901,667 and $ 489,540 , respectively.

On June 30, 2023, the fair values of Griffon’s 2028 senior notes and Term Loan B facility approximated $ 904,104 and $ 487,550 , respectively.

Fair values were based upon quoted market prices (level 1 inputs).

Insurance contracts with values of $ 3,619 at March 31, 2023 are measured and recorded at fair value based upon quoted prices in active markets for similar assets (level 2 inputs) and are included in Prepaid and other current assets on the Consolidated Balance Sheets.

Insurance contracts with values of $ 3,697 at June 30, 2023 are measured and recorded at fair value based upon quoted prices in active markets for similar assets (level 2 inputs) and are included in Prepaid and other current assets on the Consolidated Balance Sheets.

Items Measured at Fair Value on a Recurring Basis

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To manage these risks, Griffon may enter into various derivative contracts such as foreign currency exchange contracts, including forwards and options.

As of March 31, 2023, Griffon entered into several such contracts in order to lock into a foreign currency rate for planned settlements of trade liabilities payable in U.S.

At March 31, 2023, Griffon had $ 23,000 of Australian dollar contracts at a weighted average rate of $ 1.42 which qualified for hedge accounting (level 2 inputs).

As of June 30, 2023, Griffon entered into several such contracts in order to lock into a foreign currency rate for planned settlements of trade liabilities payable in U.S.

At June 30, 2023, Griffon had $ 18,000 of Australian dollar contracts at a weighted average rate of $ 1.45 which qualified for hedge accounting (level 2 inputs).

These hedges were all deemed effective as cash flow hedges with gains and losses related to changes in fair value deferred and recorded in Accumulated other comprehensive income (loss) ("AOCI") and Prepaid and other current assets, or Accrued liabilities, until settlement.

Upon settlement, gains and losses are recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss) in Cost of goods and services ("COGS").

AOCI included deferred gains of $ 1,172 ($ 820 , net of tax) at March 31, 2023.

Upon settlement, gains of $ 155 and $ 2,416 were recorded in COGS during the three and six months ended March 31, 2023, respectively.

AOCI included deferred gains of $ 757 ($ 530 , net of tax) at June 30, 2023.

Upon settlement, gains of $ 882 and $ 3,298 were recorded in COGS during the three and nine months ended June 30, 2023, respectively.

All contracts expire in 30 to 89 days.

At March 31, 2023, Griffon had $ 32,750 of Chinese Yuan contracts at a weighted average rate of $ 6.90 which qualified for hedge accounting (level 2 inputs).

At June 30, 2023, Griffon had $ 55,500 of Chinese Yuan contracts at a weighted average rate of $ 6.95 which qualified for hedge accounting (level 2 inputs).

These hedges were all deemed effective as cash flow hedges with gains and losses related to changes in fair value deferred and recorded in AOCI and Prepaid and other current assets, or Accrued liabilities, until settlement.

Upon settlement, gains and losses are recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss) in Cost of goods and services ("COGS").

AOCI included deferred gains of $ 655 ($ 478 , net of tax) at March 31, 2023.

Upon settlement, losses of $ 146 and $ 1,403 were recorded in COGS during the three and six months ended March 31, 2023, respectively.

AOCI included deferred losses of $ 1,672 ($ 1,220 , net of tax) at June 30, 2023.

Upon settlement, losses of $ 241 and $ 1,644 were recorded in COGS during the three and nine months ended June 30, 2023, respectively.

All contracts expire in 5 to 392 days.

At March 31, 2023, Griffon had $ 4,300 of Canadian dollar contracts at a weighted average rate of $ 1.32 .

At June 30, 2023, Griffon had $ 5,800 of Canadian dollar contracts at a weighted average rate of $ 1.33 .

The contracts, which protect Canadian operations from currency fluctuations for U.S.

dollar based purchases, do not qualify for hedge accounting.

For the three months and six months ended March 31, 2023, fair value (losses)/gains of $( 105 ) and $ 112 , respectively, were recorded to Other liabilities and to Other income for the outstanding contracts, based on similar contract values (level 2 inputs).

Realized gains of $ 91 and $ 265 was recorded in Other income during the three months and six months ended March 31, 2023, respectively, for all settled contracts.

For the three months and nine months ended June 30, 2023, fair value losses of $ 116 and $ 4 , respectively, were recorded to Other liabilities and to Other income for the outstanding contracts, based on similar contract values (level 2 inputs).

Realized gains of $ 51 and $ 317 was recorded in Other income during the three months and nine months ended June 30, 2023, respectively, for all settled contracts.

All contracts expire in 5 to 447 days.

15 unchanged sentences

The operating results of the business acquisitions are included in Griffon’s consolidated financial statements from the date of acquisition.

in each instance, Griffon is in the process of finalizing the initial purchase price allocation unless otherwise noted.

On January 24, 2022, Griffon acquired Hunter, a market leader in residential ceiling, commercial, and industrial fans, from MidOcean for a contractual purchase price of $ 845,000 .

2 unchanged sentences

Hunter complements and diversifies Griffon's portfolio of leading consumer brands and products.

For the six months ended March 31, 2023, Hunter's revenue and Segment Adjusted EBITDA was $ 130,326 and $ 16,659 , respectively.

For the nine months ended June 30, 2023, Hunter's revenue and Segment adjusted EBITDA was $ 218,105 and $ 41,746 , respectively.

Based on the final purchase price allocation, the goodwill recognized was $ 250,711 , which was assigned to the CPP segment, and is not deductible for income tax purposes.

The following unaudited proforma summary from continuing operations presents consolidated information as if the Company acquired Hunter on October 1, 2020:

Proforma For the Three Months Ended March 31, 2022 (unaudited) Proforma For the Six Months Ended March 31, 2022 (unaudited)

The following unaudited proforma summary from continuing operations for the nine month period presents consolidated information as if the Company acquired Hunter on October 1, 2021:

Proforma For the Nine Months Ended June 30, 2022 (unaudited)

Revenue $ 2,230,056

2 unchanged sentences

These proforma amounts have been compiled by adding the historical results from continuing operations of Griffon, restated for classifying the results of operations of the Telephonics business as a discontinued operation, to the historical results of Hunter after applying Griffon’s accounting policies and the following proforma adjustments:

• Depreciation and amortization that would have been charged assuming the preliminary fair value adjustments to property, plant, and equipment, and intangible assets had been applied from October 1, 2021.

• Depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant, and equipment, and intangible assets had been applied from October 1, 2021.

• Additional interest and related expenses from the new $ 800,000 seven year Term Loan B facility that Griffon used to acquire Hunter Fan reduced by historical Hunter interest expense.

29 unchanged sentences

Total goodwill and intangible assets $ 866,711

During the quarter and six months ended March 31, 2023, there were no acquisition costs.

During the quarter and six months ended March 31, 2022, the Company incurred acquisition costs of $ 6,708 and $ 9,303 , respectively.

During the quarter and nine months ended June 30, 2023, there were no acquisition costs.

During the nine months ended June 30, 2022, the Company incurred acquisition costs of $ 9,303 .

During the three months ended June 30, 2022, no acquisition costs were incurred.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(US dollars and non US currencies in thousands, except per share data)

NOTE 5 – INVENTORIES

1 unchanged sentence

The following table details the components of inventory:

At March 31, 2023 At September 30, 2022

At June 30, 2023 At September 30, 2022

Raw materials and supplies $ 160,071 $ 173,520

2 unchanged sentences

Total $ 554,958 $ 669,193

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(US dollars and non US currencies in thousands, except per share data)

In connection with the Company's restructuring activities described in Note 17, Restructuring Charges, during the quarter ended March 31, 2023, CPP recorded an inventory impairment charge of $ 37,100 to adjust to net realizable value.

In connection with the Company's restructuring activities described in Note 17, Restructuring Charges, during the nine months ended June 30, 2023, CPP recorded an inventory impairment charge of $ 37,100 to adjust to net realizable value.

NOTE 6 – PROPERTY, PLANT AND EQUIPMENT

The following table details the components of property, plant and equipment, net:

At March 31, 2023 At September 30, 2022

At June 30, 2023 At September 30, 2022

Land, building and building improvements $ 159,689 $ 159,693

4 unchanged sentences

Total $ 262,623 $ 294,561

Depreciation and amortization expense for property, plant and equipment was $ 11,601 and $ 11,782 for the quarters ended March 31, 2023 and 2022, respectively, and $ 23,090 and $ 22,476 for the six months ended March 31, 2023 and 2022, respectively.

Depreciation included in Selling, general and administrative ("SG&A") expenses was $ 4,646 and $ 4,256 for the quarters ended March 31, 2023 and 2022, respectively, and $ 8,885 and $ 7,656 for the six months ended March 31, 2023 and 2022, respectively.

Depreciation and amortization expense for property, plant and equipment was $ 10,000 and $ 12,173 for the quarters ended June 30, 2023 and 2022, respectively, and $ 33,090 and $ 34,650 for the nine months ended June 30, 2023 and 2022, respectively.

Depreciation included in Selling, general and administrative ("SG&A") expenses was $ 4,404 and $ 4,578 for the quarters ended June 30, 2023 and 2022, respectively, and $ 13,289 and $ 12,234 for the nine months ended June 30, 2023 and 2022, respectively.

Remaining components of depreciation, attributable to manufacturing operations, are included in Cost of goods and services.

Except as described in Note 17, Restructuring Charges, no event or indicator of impairment occurred during the three and six months ended March 31, 2023 which would require additional impairment testing of property, plant and equipment.

Except as described in Note 17, Restructuring Charges, no event or indicator of impairment occurred during the three and nine months ended June 30, 2023 which would require additional impairment testing of property, plant and equipment.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(US dollars and non US currencies in thousands, except per share data)

NOTE 7 – CREDIT LOSSES

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The following table provides a roll-forward of the allowance for credit losses that is deducted from the amortized cost basis of accounts receivable to present the net amount expected to be collected:

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(US dollars and non US currencies in thousands, except per share data)

Six months ended March 31,

Nine months ended June 30,

Beginning Balance, October 1 $ 12,137 $ 8,787

3 unchanged sentences

Other, primarily foreign currency translation ( 437 ) ( 116 )

Ending Balance, March 31 $ 13,255 $ 13,500

Ending Balance, June 30 $ 12,516 $ 13,541

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(US dollars and non US currencies in thousands, except per share data)

NOTE 8 – GOODWILL AND OTHER INTANGIBLES

For the quarter ended March 31, 2023, indicators of goodwill impairment were present for our CPP reporting units driven by a decrease in year-to-date and forecasted sales and operating results due to elevated customer inventory levels and reduced consumer demand.

As such, in connection with the preparation of our financial statements for the quarter ended March 31, 2023, we performed a quantitative assessment of the CPP reporting units goodwill using both an income based and market-based valuation approach.

The impairment test did not result in a goodwill impairment.

Indicators of impairment were not present for the HBP reporting unit.

The following table provide a summary of the carrying value of goodwill by segment as of September 30, 2022 and March 31, 2023, as follows:

Indicators of impairment were not present for any of Griffon's reporting units during the three months ended June 30, 2023.

During the three months ended March 31, 2023, indicators of goodwill impairment were present for our CPP reporting units driven by a decrease in year-to-date and forecasted sales and operating results due to elevated customer inventory levels and reduced consumer demand.

As such, in connection with the preparation of our financial statements for the second quarter ended March 31, 2023, we performed a quantitative assessment of the CPP reporting units goodwill using both an income based and market-based valuation approach.

The impairment test performed during the second quarter ended March 31, 2023 did not result in a goodwill impairment.

Indicators of impairment were not present for the HBP reporting unit during the second quarter ended March 31, 2023.

The following table provides a summary of the carrying value of goodwill by segment as of September 30, 2022 and June 30, 2023, as follows:

At September 30, 2022 Hunter Acquisition (1)

At March 31, 2023

At June 30, 2023

Consumer and Professional Products $ 144,537 $ ( 7,926 ) $ 136,611

2 unchanged sentences

(1) The decrease is due to the final allocation of the purchase price for the Hunter acquisition primarily related to deferred taxes.

In connection with the preparation of our financial statements for the quarter ended March 31, 2023, indicators of impairment were present for our CPP indefinite-lived intangible assets.

In connection with the preparation of our financial statements for the second quarter ended March 31, 2023, indicators of impairment were present for our CPP indefinite-lived intangible assets.

As such, we determined the fair values of the indefinite-lived intangible assets by using a relief from royalty method, which estimates the value of a trademark by discounting to present value the hypothetical royalty payments that are saved by owning the asset rather than licensing it.

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The impairment test resulted in a pre-tax, non-cash impairment charge of $ 100,000 ($ 74,256 , net of tax) to the gross carrying amount of our trademarks.

Indicators of impairment were not present for any of Griffon's indefinite-lived intangible assets during the three months ended June 30, 2023.

The following table provides the gross carrying value and accumulated amortization for each major class of intangible assets:

At March 31, 2023 At September 30, 2022

At June 30, 2023 At September 30, 2022

Gross Carrying Amount Accumulated

7 unchanged sentences

The gross carrying amount of intangible assets was impacted by $ 7,122 related to favorable foreign currency translation.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(US dollars and non US currencies in thousands, except per share data)

Amortization expense for intangible assets was $ 5,653 and $ 4,470 for the quarters ended March 31, 2023 and 2022, respectively, and $ 11,277 and $ 6,857 for the six months ended March 31, 2023 and 2022.

Amortization expense for intangible assets was $ 5,669 and $ 5,514 for the quarters ended June 30, 2023 and 2022, respectively, and $ 16,946 and $ 12,371 for the nine months ended June 30, 2023 and 2022, respectively.

The increase in intangible assets and amortization is related to the Hunter acquisition.

7 unchanged sentences

thereafter $ 236,311 .

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(US dollars and non US currencies in thousands, except per share data)

NOTE 9 – INCOME TAXES

During the quarter ended March 31, 2023, the Company recognized a tax benefit of $ 27,904 on loss before taxes from continuing operations of $ 90,159 , compared to a tax provision of $ 24,638 on income before taxes from continuing operations of $ 82,798 in the comparable prior year quarter.

The current year quarter results included strategic review costs (retention and other) of $ 6,190 ($ 4,658 , net of tax), restructuring charges of $ 78,334 ($ 58,529 , net of tax), intangible asset impairment charges of $ 100,000 ($ 74,256 , net of tax), proxy costs of $ 614 ($ 471 , net of tax) and discrete and certain other tax benefits, net, that affect comparability of $ 8,723 .

The prior year quarter results included restructuring charges of $ 4,766 ($ 3,496 , net of tax), acquisition costs of $ 6,708 ($ 6,146 net of tax), proxy costs of $ 4,661 ($ 3,591 , net of tax), fair value step-up of acquired inventory sold of $ 2,701 ($ 2,007 , net of tax) and discrete and certain other tax benefits, net, that affect comparability of $ 683 .

Excluding these items, the effective tax rates for the quarters ended March 31, 2023 and 2022 were 29.5 % and 28.5 %, respectively.

During the six months ended March 31, 2023, the Company recognized a tax benefit of $ 8,586 on loss before taxes of $ 22,139 , compared to a tax provision of $ 31,851 on income before taxes of $ 106,715 in the comparable prior year period.

The six months ended March 31, 2023 included a gain on the sale of a building of $ 10,852 ($ 8,323 , net of tax), strategic review costs (retention and other) of $ 14,422 ($ 10,880 , net of tax), restructuring charges of $ 78,334 ($ 58,529 , net of tax), intangible asset impairment charges of $ 100,000 ($ 74,256 , net of tax), proxy expenses of $ 2,117 ($ 1,624 , net of tax) and discrete and certain other tax benefits, net, that affect comparability of $ 9,056 .

The six months ended March 31, 2022 included restructuring charges of $ 6,482 ($ 4,826 , net of tax), acquisition costs of $ 9,303 ($ 8,149 , net of tax), proxy costs of $ 6,952 ($ 5,359 , net of tax), fair value step-up of acquired inventory sold of $ 2,701 ($ 2,007 , net of tax) and discrete and certain other tax benefits, net, that affect comparability of $ 1,574 .

Excluding these items, the effective tax rates for the six months ended March 31, 2023 and 2022 were 29.4 % and 29.1 %, respectively.

During the quarter ended June 30, 2023, the Company recognized a tax provision of $ 29,248 on income before taxes from continuing operations of $ 78,453 , compared to a tax provision of $ 23,268 on income before taxes from continuing operations of $ 76,050 in the prior year quarter.

The current year quarter results included strategic review costs (retention and other) of $ 5,812 ($ 4,378 , net of tax), restructuring charges of $ 3,862 ($ 2,831 , net of tax), special dividend Employee Stock Ownership Plan ("ESOP") charges of $ 9,042 ($ 6,936 , net of tax), proxy costs of $ 568 ($ 435 , net of tax) and discrete and certain other tax provisions, net, that affect comparability of $ 6,519 .

The prior year quarter results included restructuring charges of $ 5,909 ($ 4,359 , net of tax), fair value step-up of acquired inventory sold of $ 2,700 ($ 2,005 , net of tax), strategic review - retention and other of $ 3,220 ($ 2,416 , net of tax), debt extinguishment, net, of $ 5,287 ($ 4,022 , net of tax), and discrete and certain other tax provisions, net, that affect comparability of $ 913 .

Excluding these items, the effective tax rates for the quarters ended June 30, 2023 and 2022 were 28.1 % and 28.6 %, respectively.

During the nine months ended June 30, 2023, the Company recognized a tax provision of $ 20,662 on income before taxes from continuing operations of $ 56,314 , compared to a tax provision of $ 55,119 on income before taxes from continuing operations of $ 182,765 in the prior year period.

The nine months ended June 30, 2023 included a gain on the sale of a building of $ 10,852 ($ 8,323 , net of tax), strategic review costs (retention and other) of $ 20,234 ($ 15,258 , net of tax), restructuring charges of $ 82,196 ($ 61,360 , net of tax), special dividend ESOP charges of $ 9,042 ($ 6,936 , net of tax), intangible asset impairment charges of $ 100,000 ($ 74,256 , net of tax), proxy expenses of $ 2,685 ($ 2,059 , net of tax) and discrete and certain other tax benefits, net, that affect comparability of $ 2,537 .

The nine months ended June 30, 2022 included restructuring charges of $ 12,391 ($ 9,185 , net of tax), acquisition costs of $ 9,303 ($ 8,149 , net of tax), proxy costs of $ 6,952 ($ 5,359 , net of tax), fair value step-up of acquired inventory sold of $ 5,401 ($ 4,012 , net of tax), strategic review - retention and other of $ 3,220 ($ 2,416 , net of tax), debt extinguishment, net, of $ 5,287 ($ 4,022 , net of tax), and discrete and certain other tax benefits, net, that affect comparability of $ 661 .

Excluding these items, the effective tax rates for the nine months ended June 30, 2023 and 2022 were both 28.9 %.

GRIFFON CORPORATION AND SUBSIDIARIES

2 unchanged sentences

NOTE 10 – LONG-TERM DEBT

At March 31, 2023 At September 30, 2022

At June 30, 2023 At September 30, 2022

Outstanding Balance Original Issuer Premium/(Discount) Capitalized Fees & Expenses Balance Sheet Coupon Interest Rate Outstanding Balance Original Issuer Premium/(Discount) Capitalized Fees & Expenses Balance Sheet Coupon Interest Rate

12 unchanged sentences

(US dollars and non US currencies in thousands, except per share data)

Three Months Ended March 31, 2023 Three Months Ended March 31, 2022

Three Months Ended June 30, 2023 Three Months Ended June 30, 2022

Effective Interest Rate Cash Interest Amort.

13 unchanged sentences

Totals $ 24,619 $ 31 $ 991 $ 25,641 $ 22,835 $ 49 $ 1,138 $ 24,022

Six Months Ended March 31, 2023 Six Months Ended March 31, 2022

Nine Months Ended June 30, 2023 Nine Months Ended June 30, 2022

Effective Interest Rate Cash Interest Amort.

20 unchanged sentences

In connection with these purchases, Griffon recognized a $ 1,767 net gain on the early extinguishment of debt comprised of $ 2,064 of face value in excess of purchase price, offset by $ 297 related to the write-off of underwriting fees and other expenses.

As of March 31, 2023, outstanding 2028 Senior Notes due totaled $ 974,775 ;

As of June 30, 2023, outstanding 2028 Senior Notes due totaled $ 974,775 ;

interest is payable semi-annually on March 1 and September 1.

1 unchanged sentence

The 2028 Senior Notes were registered under the Securities Act of 1933, as amended (the "Securities Act") via exchange offer.

The fair value of the 2028 Senior Notes approximated $ 901,667 on March 31, 2023 based upon quoted market prices (level 1 inputs).

At March 31, 2023, $ 9,930 of underwriting fees and other expenses incurred remained to be amortized.

The fair value of the 2028 Senior Notes approximated $ 904,104 on June 30, 2023 based upon quoted market prices (level 1 inputs).

At June 30, 2023, $ 9,425 of underwriting fees and other expenses incurred remained to be amortized.

(b) On January 24, 2022, Griffon amended and restated its Revolving Credit Facility (as amended, "Credit Agreement") to provide for a new $ 800,000 Term Loan B facility, due January 24, 2029, in addition to its $ 400,000 revolving credit facility ("Revolver"), and replaced LIBOR with SOFR (Secured Overnight Financing Rate).

The Term Loan B accrues interest at the Term SOFR rate plus a credit adjustment spread with a floor of 0.50 %, and at March 31, 2023 a spread of 2.50 % ( 7.55 % as of March 31, 2023).

The Term Loan B accrues interest at the Term SOFR rate plus a credit adjustment spread with a floor of 0.50 %, and a spread of 2.25 % ( 7.64 % as of June 30, 2023).

The Original Issue Discount for the Term Loan B was 99.75 %.

8 unchanged sentences

Term Loan B borrowings are secured by the same collateral as the Revolver on an equal and ratable basis.

The fair value of the Term Loan B facility approximated $ 489,540 on March 31, 2023 based upon quoted market prices (level 1 inputs).

At March 31, 2023, $ 8,120 of underwriting fees and other expenses incurred, remained to be amortized.

The Revolver's maximum borrowing availability is $ 400,000 and it matures on March 22, 2025.

The Revolver includes a letter of credit sub-facility with a limit of $ 100,000 ;

a multi-currency sub-facility of $ 200,000 ;

and contains a customary accordion feature that permits us to request, subject to each lender's consent, an increase in the maximum aggregate amount that can be borrowed by up to an additional $ 100,000 .

The fair value of the Term Loan B facility approximated $ 487,550 on June 30, 2023 based upon quoted market prices (level 1 inputs).

At June 30, 2023, $ 7,769 of underwriting fees and other expenses incurred, remained to be amortized.

At June 30, 2023 the Revolver's maximum borrowing availability was $ 400,000 with a maturity date of March 22, 2025.

The Revolver included a letter of credit sub-facility with a limit of $ 100,000 and a multi-currency sub-facility with a limit of $ 200,000 .

The Revolver and Term Loan B contained a customary accordion feature that permitted us to request, subject to each lender's consent, an incremental amount that can be borrowed by up to the greater of $ 375,000 and an amount based on the senior secured leverage ratio.

On August 1, 2023, Griffon amended its Credit Agreement.

The amendment increased the maximum borrowing availability on the Revolver from $ 400,000 to $ 500,000 and extended the maturity date of the Revolver from March 22, 2025 to August 1, 2028.

In the event the 2028 Senior Notes are not repaid, refinanced, or replaced prior to December 1, 2027, the Revolver will mature on December 1, 2027.

The amendment also modified certain other provisions of the Credit Agreement, including increasing the letter of credit sub-facility from $ 100,000 to $ 125,000 and increasing the customary accordion feature from a minimum of $ 375,000 to a minimum of $ 500,000 .

A more detailed description of the amended Credit Agreement can be found in Part II, Item 5 of this Quarterly Report on Form 10-Q.

During 2022, Griffon replaced the Revolver GBP LIBOR benchmark rate with a Sterling Overnight Index Average ("SONIA").

Borrowings under the Revolver may be repaid and re-borrowed at any time.

Interest is payable on borrowings at either a SOFR, SONIA or base rate benchmark rate, plus an applicable margin, which adjusts based on financial performance.

Griffon's SONIA loans accrue interest at SONIA Base Rate plus a credit adjustment spread and a margin of 1.50 % ( 5.71 % at March 31, 2023).

The Revolver has certain financial maintenance tests including a maximum total leverage ratio, a maximum senior secured leverage ratio and a minimum interest coverage ratio, as well as customary affirmative and negative covenants and events of default.

The negative covenants place limits on Griffon's ability to, among other things, incur indebtedness, incur liens, and make restricted payments and investments.

Both the Revolver and Term Loan B borrowings under the Credit Agreement are guaranteed by Griffon’s material domestic subsidiaries and are secured, on a first priority basis, by substantially all domestic assets of the Company and the guarantors, and a pledge of not greater than 65 % of the equity interest in Griffon’s material, first-tier foreign subsidiaries.

Interest is payable on borrowings at either a SOFR, SONIA or base rate benchmark rate, plus an applicable margin, which adjusts based on

GRIFFON CORPORATION AND SUBSIDIARIES

1 unchanged sentence

(US dollars and non US currencies in thousands, except per share data)

At March 31, 2023, there were $ 30,880 of outstanding borrowings under the Revolver;

financial performance.

Griffon's SOFR loans accrue interest at Term SOFR plus a credit adjustment spread and a margin of 1.50 % ( 6.75 % at June 30, 2023), SONIA loans accrue interest at SONIA Base Rate plus a credit adjustment spread and a margin of 1.50 % ( 6.46 % at June 30, 2023) and base rate loans accrue interest at prime rate plus a margin of 0.50 % ( 8.75 % at June 30, 2023).

The negative covenants place limits on Griffon's ability to, among other things, incur indebtedness, incur liens, and make restricted payments and investments.

At June 30, 2023, there was $ 86,705 of outstanding borrowings under the Revolver;

outstanding standby letters of credit were $ 12,802 ;

2 unchanged sentences

The lease matures in 2025 and bears interest at a fixed rate of approximately 5.6 %.

The Ocala, Florida lease contains two five-year renewal options.

At March 31, 2023, $ 12,406 was outstanding.

The Ocala, Florida lease contains a five-year renewal option.

At June 30, 2023, $ 12,056 was outstanding.

During 2022, the financing lease on the Troy, Ohio location expired.

3 unchanged sentences

(d) In November 2012, Garant G.P.

(“Garant”), a Griffon wholly owned subsidiary, entered into a CAD 15,000 ($ 11,076 as of March 31, 2023) revolving credit facility.

(“Garant”), a Griffon wholly owned subsidiary, entered into a CAD 15,000 ($ 11,334 as of June 30, 2023) revolving credit facility.

Effective in December 2022, the facility was amended to replace LIBOR (USD) with the Canadian Dollar Offer Rate ("CDOR").

The facility accrues interest at CDOR or the Bankers Acceptance Rate (CDN) plus 1.3 % per annum ( 6.25 % using CDOR and 6.00 % using Bankers Acceptance Rate CDN as of March 31, 2023).

The facility accrues interest at CDOR or the Bankers Acceptance Rate (CDN) plus 1.3 % per annum ( 6.57 % using CDOR and 6.32 % using Bankers Acceptance Rate CDN as of June 30, 2023).

The revolving facility matures in December 2023, but is renewable upon mutual agreement with the lender.

Garant is required to maintain a certain minimum equity.

At March 31, 2023, there were no outstanding borrowings under the revolving credit facility with CAD 15,000 ($ 11,076 as of March 31, 2023) available.

At June 30, 2023, there were no outstanding borrowings under the revolving credit facility with CAD 15,000 ($ 11,334 as of June 30, 2023) available.

During 2022, Griffon Australia Holdings Pty Ltd and its Australian subsidiaries (collectively, "Griffon Australia") amended its AUD 18,375 term loan, AUD 20,000 revolver and AUD 15,000 receivable purchase facility agreement that was entered into in July 2016 and further amended in fiscal 2020.

2 unchanged sentences

The receivable purchase facility matures in March 2024, but is renewable upon mutual agreement with the lender.

The receivable purchase facility accrues interest at BBSY (Bank Bill Swap Rate) plus 1.25 % per annum ( 4.88 % at March 31, 2023).

At March 31, 2023, there was no balance outstanding under the receivable purchase facility with AUD 30,000 ($ 20,094 as of March 31, 2023) available.

The receivable purchase facility accrues interest at BBSY (Bank Bill Swap Rate) plus 1.25 % per annum ( 5.39 % at June 30, 2023).

At June 30, 2023, there was no balance outstanding under the receivable purchase facility with AUD 30,000 ($ 19,878 as of June 30, 2023) available.

The receivable purchase facility is secured by substantially all of the assets of Griffon Australia and its subsidiaries.

Griffon Australia is required to maintain a certain minimum equity level.

In July 2018, The AMES Companies UK Ltd and its subsidiaries (collectively, "AMES UK") entered into a GBP 14,000 term loan, GBP 4,000 mortgage loan and GBP 5,000 revolver.

The term loan and mortgage loan require quarterly principal payments of GBP 438 and GBP 105 plus interest, respectively, and have balloon payments due upon maturity, July 2023, of GBP 7,088 and GBP 2,349 , respectively.

Effective in January 2022, the Term Loan and Mortgage Loan were amended to replace GBP LIBOR with SONIA.

The Term Loan and Mortgage Loans each accrue interest at the SONIA Rate plus 1.80 % ( 5.98 % at March 31, 2023).

The revolving facility accrues interest at the Bank of England Base Rate plus 3.25 % ( 7.50 % as of March 31, 2023).

The revolving credit facility matures in July 2023, but is renewable upon mutual agreement with the lender.

The revolver had an outstanding balance of GBP 2,368 ($ 2,924 as of March 31, 2023) and the term and mortgage loan balances amounted to GBP 9,977 ($ 12,323 as of March 31, 2023).

The revolver and the term loan are both secured by substantially all the assets of AMES UK and its subsidiaries.

AMES UK is subject to a maximum leverage ratio and a minimum fixed charges cover ratio.

On June 30, 2023, The AMES Companies UK Ltd and its subsidiaries (collectively, "AMES UK") paid off and cancelled the GBP 14,000 term loan and GBP 4,000 mortgage loan that were entered into in July 2018 and further amended in January 2022 and that were maturing in July 2023.

The payoff amounts were GBP 7,525 ($ 9,543 ) and GBP 2,451 ($ 3,108 ), for the term loan and mortgage loan, respectively.

In July 2018, The AMES UK entered into a GBP 5,000 revolving facility that accrues interest at the Bank of England Base Rate plus 3.25 % ( 8.25 % as of June 30, 2023) and expires in July 2023.

The revolver had no outstanding balance as of June 30, 2023.

The revolver is secured by substantially all the assets of AMES UK and its subsidiaries, and subjects Ames UK to a maximum leverage ratio and a minimum fixed charges cover ratio.

(e) Other long-term debt primarily consists of a loan with the Pennsylvania Industrial Development Authority, with the balance consisting of finance leases.

At March 31, 2023, Griffon and its subsidiaries were in compliance with the terms and covenants of all credit and loan agreements.

GRIFFON CORPORATION AND SUBSIDIARIES

1 unchanged sentence

(US dollars and non US currencies in thousands, except per share data)

At June 30, 2023, Griffon and its subsidiaries were in compliance with the terms and covenants of all credit and loan agreements.

NOTE 11 — SHAREHOLDERS’ EQUITY AND EQUITY COMPENSATION

During the six months ended March 31, 2023, the Company paid two quarterly cash dividends of $ 0.10 per share each.

On May 2, 2023, the Board of Directors declared a quarterly cash dividend of $ 0.125 per share, payable on June 15, 2023 to shareholders of record as of the close of business on May 25, 2023.

On April 20, 2023, the Board of Directors declared a special cash dividend of $ 2.00 per share, payable on May 19, 2023, to shareholders of record as of the close of business on May 9, 2023.

During the nine months ended June 30, 2023, the Company paid three quarterly cash dividends consisting of two cash dividends of $ 0.10 per share and one cash dividend of $ 0.125 per share.

Additionally, on April 19, 2023, the Board of Directors declared a special cash dividend of $ 2.00 per share, paid on May 19, 2023, to shareholders of record as of the close of business on May 9, 2023.

On August 1, 2023, the Board of Directors declared a quarterly cash dividend of $ 0.125 per share, payable on September 14, 2023 to shareholders of record as of the close of business on August 23, 2023.

During 2022, the Company paid a regular quarterly cash dividend of $ 0.09 per share, totaling $ 0.36 per share for the year.

10 unchanged sentences

The maximum number of shares of common stock available for award under the Amended Incentive Plan is 6,250,000 ( 600,000 of which may be issued as incentive stock options), plus (i) any shares that were reserved for issuance under the Original Incentive Plan as of the effective date of the Original Incentive Plan, and (ii) any shares underlying awards outstanding on such date under the 2011 Incentive Plan that were subsequently canceled or forfeited.

As of March 31, 2023, there were 328,473 shares available for grant.

As of June 30, 2023, there were 328,473 shares available for grant.

Compensation expense for restricted stock and restricted stock units is recognized ratably over the required service period based on the fair value of the grant, calculated as the number of shares or units granted multiplied by the stock price on the date of grant, and for performance shares, including performance units, the likelihood of achieving the performance criteria.

3 unchanged sentences

The following table summarizes the Company’s compensation expense relating to all stock-based incentive plans:

For the Three Months Ended March 31, For the Six Months Ended March 31,

For the Three Months Ended June 30, For the Nine Months Ended June 30,

2023 2022 2023 2022

3 unchanged sentences

During the first quarter of 2023, Griffon granted 466,677 shares of restricted stock and restricted stock units ("RSUs").

This includes 249,480 shares of restricted stock and 11,901 RSUs granted to 44 executives and key employees, subject to certain performance conditions, with a vesting period of thirty-six months and a total fair value of $ 8,385 , or a weighted average fair value of $ 33.61 per share.

This also includes 205,296 shares of restricted stock granted to two senior executives with a vesting period of thirty-six months and a two -year post-vesting holding period, subject to the achievement of certain performance conditions relating to required levels of return on invested capital and the relative total shareholder return of Griffon's common stock as compared to a market index.

So long as the minimum performance conditions are attained, the amount of shares that

This includes 249,480 shares of restricted stock and 11,901 RSUs granted to 44 executives and key employees, subject to certain

GRIFFON CORPORATION AND SUBSIDIARIES

1 unchanged sentence

(US dollars and non US currencies in thousands, except per share data)

can vest will range from a minimum of 51,324 to a maximum of 205,296 , with the target number of shares being 102,648 .

performance conditions, with a vesting period of thirty-six months and a total fair value of $ 8,385 , or a weighted average fair value of $ 33.61 per share.

So long as the minimum performance conditions are attained, the amount of shares that can vest will range from a minimum of 51,324 to a maximum of 205,296 , with the target number of shares being 102,648 .

The total fair value of these restricted shares, assuming achievement of the performance conditions at target, is $ 3,555 , or a weighted average fair value of $ 34.63 per share.

During the second quarter of 2023, Griffon granted 39,972 shares of restricted stock to the non-employee directors of Griffon with a vesting period of one year and a fair value of $ 1,211 , or a weighted average fair value of $ 30.29 per share.

During the six months ended March 31, 2023, 494,748 shares granted were issued out of treasury stock.

On each of August 3, 2016 and August 1, 2018, Griffon’s Board of Directors authorized the repurchase of up to $ 50,000 of Griffon’s outstanding common stock.

Under these share repurchase programs, the Company may, from time to time, purchase shares of its common stock in the open market, including pursuant to a 10b5-1 plan, pursuant to an accelerated share repurchase program or issuer tender offer, or in privately negotiated transactions.

During the six months ended March 31, 2023, Griffon did not purchase any shares of common stock under these repurchase programs.

As of March 31, 2023, an aggregate of $ 57,955 remains under Griffon's Board authorized repurchase programs.

On April 20, 2023, the Company's Board of Directors approved an increase to its share repurchase authorization to $ 257,955 from the prior unused authorization of $ 57,955 .

During the three months ended March 31, 2023, 20,688 shares, with a market value of $ 782 , or $ 37.80 per share were withheld to settle employee taxes due upon the vesting of restricted stock, and were added to treasury stock.

During the six months ended March 31, 2023, 365,739 shares, with a market value of $ 12,881 , or $ 35.22 per share were withheld to settle employee taxes due upon the vesting of restricted stock, and were added to treasury stock.

Furthermore, during the six months ended March 31, 2023, an additional 3,066 shares, with a market value of $ 108 , or $ 35.31 per share, were withheld from common stock issued upon the vesting of restricted stock units to settle employee taxes due upon vesting.

During the third quarter of 2023, there were no shares of restricted stock or RSU's granted.

During the nine months ended June 30, 2023, 494,748 shares granted were issued out of treasury stock.

On April 19, 2023, the Company's Board of Directors approved a $ 200,000 increase to Griffon's share repurchase program to $ 257,955 from the prior unused authorization of $ 57,955 .

Under the authorized share repurchase program, the Company may, from time to time, purchase shares of its common stock in the open market, including pursuant to a 10b5-1 plan, pursuant to an accelerated share repurchase program or issuer tender offer, or in privately negotiated transactions.

During the quarter and nine months ended June 30, 2023, Griffon purchased 2,541,932 shares of common stock under these repurchase programs, for a total of $ 85,361 , or $ 33.58 per share, excluding excise taxes.

As of June 30, 2023, $ 172,594 remains under these Board authorized repurchase programs.

In connection with the share repurchases, excise taxes totaling $ 647 were accrued as of June 30, 2023.

During the three months ended June 30, 2023, there were no shares withheld to settle employee taxes due upon the vesting of restricted stock.

During the nine months ended June 30, 2023, 365,739 shares, with a market value of $ 12,881 , or $ 35.22 per share were withheld to settle employee taxes due upon the vesting of restricted stock, and were added to treasury stock.

Furthermore, during the nine months ended June 30, 2023, an additional 3,066 shares, with a market value of $ 108 , or $ 35.31 per share, were withheld from common stock issued upon the vesting of restricted stock units to settle employee taxes due upon vesting.

NOTE 12 – EARNINGS PER SHARE (EPS)

2 unchanged sentences

The following table is a reconciliation of the share amounts (in thousands) used in computing earnings per share:

Three Months Ended March 31, Six Months Ended March 31,

Three Months Ended June 30, Nine Months Ended June 30,

2023 2022 2023 2022

6 unchanged sentences

Weighted average shares outstanding - diluted 54,602 53,914 55,087 53,704

Anti-dilutive restricted stock excluded from diluted EPS computation 2,326 — 2,525 —

Shares of the ESOP that have been allocated to employee accounts are treated as outstanding in determining earnings per share.

4 unchanged sentences

Griffon reports its operations through two reportable segments, as follows:

• Home and Building Products ("HBP") conducts its operations through Clopay.

Founded in 1964, Clopay is the largest manufacturer and marketer of garage doors and rolling steel doors in North America.

Residential and commercial sectional garage doors are sold through professional dealers and leading home center retail chains throughout North America under the brands Clopay, Ideal, and Holmes.

Rolling steel door and grille products designed for commercial, industrial, institutional, and retail use are sold under the Cornell and Cookson brands.

• Consumer and Professional Products (“CPP”) is a leading North American manufacturer and a global provider of branded consumer and professional tools;

3 unchanged sentences

CPP sells products globally through a portfolio of leading brands including AMES, since 1774, Hunter, since 1886, True Temper, and ClosetMaid.

• Home and Building Products ("HBP") conducts its operations through Clopay.

Founded in 1964, Clopay is the largest manufacturer and marketer of garage doors and rolling steel doors in North America.

Residential and commercial sectional garage doors are sold through professional dealers and leading home center retail chains throughout North America under the brands Clopay, Ideal, and Holmes.

Rolling steel door and grille products designed for commercial, industrial, institutional, and retail use are sold under the Cornell and Cookson brands.

Information on Griffon’s reportable segments from continuing operations is as follows:

For the Three Months Ended March 31, For the Six Months Ended March 31,

For the Three Months Ended June 30, For the Nine Months Ended June 30,

REVENUE 2023 2022 2023 2022

Consumer and Professional Products $ 314,325 $ 411,012 $ 567,136 $ 694,185

Home and Building Products $ 401,142 $ 405,545 $ 1,194,374 $ 1,082,726

Consumer and Professional Products 282,288 362,634 849,424 1,056,819

Total revenue $ 683,430 $ 768,179 $ 2,043,798 $ 2,139,545

2 unchanged sentences

The following table presents revenue disaggregated by end market and segment:

For the Three Months Ended March 31, For the Six Months Ended March 31,

For the Three Months Ended June 30, For the Nine Months Ended June 30,

2023 2022 2023 2022

Residential repair and remodel $ 186,554 $ 194,526 $ 562,433 $ 511,988

Commercial 179,054 167,173 524,811 455,338

Residential new construction 35,534 43,846 107,130 115,400

Total Home and Building Products 401,142 405,545 1,194,374 1,082,726

Residential repair and remodel 107,276 139,126 292,385 292,516

Retail 63,560 99,284 229,960 382,202

3 unchanged sentences

Total Consumer and Professional Products 282,288 362,634 849,424 1,056,819

Residential repair and remodel 185,149 172,377 375,879 317,462

Commercial construction 176,243 157,376 345,757 288,165

Residential new construction 35,267 38,852 71,596 71,554

Total Home and Building Products 396,659 368,605 793,232 677,181

Total Consolidated Revenue $ 683,430 $ 768,179 $ 2,043,798 $ 2,139,545

3 unchanged sentences

The following table presents revenue disaggregated by geography based on the location of the Company's customer:

For the Three Months Ended March 31,

CPP HBP Total CPP HBP Total

For the Three Months Ended June 30,

HBP CPP Total HBP CPP Total

United States $ 382,295 $ 195,132 $ 577,427 $ 384,265 $ 248,068 $ 632,333

4 unchanged sentences

Consolidated revenue $ 401,142 $ 282,288 $ 683,430 $ 405,545 $ 362,634 $ 768,179

For the Six Months Ended March 31,

CPP HBP Total CPP HBP Total

For the Nine Months Ended June 30,

HBP CPP Total HBP CPP Total

United States $ 1,139,936 $ 561,184 $ 1,701,120 $ 1,031,650 $ 677,714 $ 1,709,364

4 unchanged sentences

Consolidated revenue $ 1,194,374 $ 849,424 $ 2,043,798 $ 1,082,726 $ 1,056,819 $ 2,139,545

Griffon evaluates performance and allocates resources based on each segment's operating results before interest income and expense, income taxes, depreciation and amortization, unallocated amounts (mainly corporate overhead), restructuring charges, non-cash impairment charges, loss from debt extinguishment and acquisition related expenses, as well as other items that may affect comparability, as applicable (“Segment adjusted EBITDA”).

Griffon evaluates performance and allocates resources based on segment adjusted EBITDA and adjusted EBITDA, non-GAAP measures, which is defined as income before taxes from continuing operations, excluding interest income and expense, depreciation and amortization, strategic review charges, non-cash impairment charges, restructuring charges, gain/loss from debt extinguishment and acquisition related expenses, as well as other items that may affect comparability, as applicable.

Segment adjusted EBITDA also excludes unallocated amounts, mainly corporate overhead.

Griffon believes this information is useful to investors for the same reason.

The following table provides a reconciliation of Segment adjusted EBITDA to Income (loss) before taxes from continuing operations:

The following table provides a reconciliation of segment and adjusted EBITDA to income before taxes from continuing operations:

GRIFFON CORPORATION AND SUBSIDIARIES

1 unchanged sentence

(US dollars and non US currencies in thousands, except per share data)

For the Three Months Ended March 31, For the Six Months Ended March 31,

For the Three Months Ended June 30, For the Nine Months Ended June 30,

2023 2022 2023 2022

Segment adjusted EBITDA:

Consumer and Professional Products $ 19,635 $ 47,844 $ 17,826 $ 64,058

Home and Building Products $ 134,330 $ 119,847 $ 390,346 $ 280,618

Consumer and Professional Products 18,265 28,373 36,091 92,431

Segment adjusted EBITDA 152,595 148,220 426,437 373,049

3 unchanged sentences

Depreciation and amortization ( 15,669 ) ( 17,688 ) ( 50,036 ) ( 47,021 )

Debt extinguishment, net — ( 5,287 ) — ( 5,287 )

Gain on sale of building — — 10,852 —

4 unchanged sentences

Intangible asset impairment — — ( 100,000 ) —

Special dividend ESOP charges ( 9,042 ) — ( 9,042 ) —

Fair value step-up of acquired inventory sold — ( 2,700 ) — ( 5,401 )

Income (loss) before taxes from continuing operations $ ( 90,159 ) $ 82,798 $ ( 22,139 ) $ 106,715

Income before taxes from continuing operations $ 78,453 $ 76,050 $ 56,314 $ 182,765

* Unallocated amounts typically include general corporate expenses not attributable to a reportable segment.

For the Three Months Ended March 31, For the Six Months Ended March 31,

For the Three Months Ended June 30, For the Nine Months Ended June 30,

DEPRECIATION and AMORTIZATION 2023 2022 2023 2022

Consumer and Professional Products $ 13,303 $ 11,791 $ 26,430 $ 20,397

Home and Building Products $ 3,868 $ 4,116 $ 11,525 $ 12,778

Consumer and Professional Products 11,661 13,434 38,091 33,831

Total segment depreciation and amortization 15,529 17,550 49,616 46,609

2 unchanged sentences

CAPITAL EXPENDITURES

Consumer and Professional Products $ 3,474 $ 9,054 $ 6,132 $ 16,184

Home and Building Products $ 4,620 $ 2,891 $ 10,293 $ 8,643

Consumer and Professional Products 3,726 8,558 9,858 24,742

Total segment 8,346 11,449 20,151 33,385

4 unchanged sentences

(US dollars and non US currencies in thousands, except per share data)

ASSETS At March 31, 2023 At September 30, 2022

ASSETS At June 30, 2023 At September 30, 2022

Segment assets:

Consumer and Professional Products $ 1,788,097 $ 1,914,529

Home and Building Products $ 702,328 $ 737,860

Consumer and Professional Products 1,674,453 1,914,529

Total segment assets 2,376,781 2,652,389

5 unchanged sentences

Defined benefit pension expense (income) included in Other Income (Expense), net was as follows:

Three Months Ended March 31, Six Months Ended March 31,

Three Months Ended June 30, Nine Months Ended June 30,

2023 2022 2023 2022

22 unchanged sentences

In connection with the sale of Telephonics, the Company recorded a gain of $ 107,517 ($ 89,241 , net of tax) for the year ended September 30, 2022.

The gain and related tax for the sale of Telephonics is preliminary and is subject to finalization.

In accordance with ASC 205-20 Presentation of Financial Statements:

4 unchanged sentences

The following amounts related to Telephonics have been segregated from Griffon's continuing operations and are reported as a discontinued operation:

For the Three Months Ended March 31, 2022 For the Six Months Ended March 31, 2022

For the Three Months Ended June 30, 2022 For the Nine Months Ended June 30, 2022

Revenue $ 50,795 $ 161,061

5 unchanged sentences

Interest income, net — 2

Gain on sale of business 108,949 108,949

Other, net ( 1,114 ) ( 604 )

4 unchanged sentences

Depreciation and amortization was excluded from the prior year results since DE was classified as a discontinued operation and, accordingly, the Company ceased depreciation and amortization in accordance with discontinued operations accounting guidelines.

Depreciation and amortization would have been approximately $ 2,400 and $ 5,100 for the quarter and six months ended March 31, 2022, respectively.

Depreciation and amortization would have been approximately $ 2,342 and $ 7,442 for the quarter and nine months ended June 30, 2022, respectively.

GRIFFON CORPORATION AND SUBSIDIARIES

2 unchanged sentences

The following amounts summarize the total assets and liabilities related to Telephonics, Installation Services and other discontinued activities which have been segregated from Griffon’s continuing operations, and are reported as assets and liabilities of discontinued operations in the Condensed Consolidated Balance Sheets:

At March 31, 2023 At September 30, 2022

At June 30, 2023 At September 30, 2022

Assets of discontinued operations:

6 unchanged sentences

Total liabilities of discontinued operations $ 12,910 $ 16,918

At March 31, 2023 and September 30, 2022, Griffon's discontinued assets and liabilities includes the Company's obligation of $ 4,587 and $ 8,846 , respectively, in connection with the sale of Telephonics primarily related to certain customary post-closing adjustments, primarily working capital and stay bonuses.

At March 31, 2023 and September 30, 2022, Griffon’s liabilities for Installations Services and other discontinued operations primarily relate to insurance claims, income taxes, product liability, warranty and environmental reserves total $ 8,593 and $ 8,072 , respectively.

There was no reported revenue in the six ended March 31, 2023 and 2022 for Installations Services and other discontinued operations.

At June 30, 2023 and September 30, 2022, Griffon's discontinued assets and liabilities includes the Company's obligation of $ 4,553 and $ 8,846 , respectively, in connection with the sale of Telephonics primarily related to certain customary post-closing adjustments, primarily working capital and stay bonuses.

At June 30, 2023 and September 30, 2022, Griffon’s liabilities for Installations Services and other discontinued operations primarily relate to insurance claims, income taxes, product liability, warranty and environmental reserves total $ 8,357 and $ 8,072 , respectively.

There was no reported revenue in the nine ended June 30, 2023 and 2022 for Installations Services and other discontinued operations.

NOTE 17 – RESTRUCTURING CHARGES

11 unchanged sentences

These costs exclude cash proceeds from the sale of real estate and equipment, which are expected to largely offset the cash charges, and also exclude inefficiencies due to duplicative labor costs and absorption impacts during transition.

In both the quarter and six months ended March 31, 2023, CPP incurred pre-tax restructuring and related exit costs approximating $ 78,334 .

During the six ended March 31, 2023, cash charges totaled $ 19,216 and non-cash, asset-related charges totaled $ 59,118 ;

In the quarter and nine months ended June 30, 2023, CPP incurred pre-tax restructuring and related exit costs approximating $ 3,862 and $ 82,196 , respectively.

During the nine months ended June 30, 2023, cash charges totaled $ 23,078 and non-cash, asset-related charges totaled $ 59,118 ;

the cash charges included $ 10,284 for one-time termination benefits and other personnel-related costs and $ 12,794 for facility exit costs.

11 unchanged sentences

As a result of these transactions, headcount was reduced by approximately 420 .

In the quarter and six months ended March 31, 2022, CPP incurred pre-tax restructuring and related exit costs approximating $ 4,766 and $ 6,482 , respectively.

During both the three and six months ended March 31, 2022, cash charges totaled $ 4,427 and non-cash, asset-related charges totaled $ 2,055 ;

In the quarter and nine months ended June 30, 2022, CPP incurred pre-tax restructuring and related exit costs approximating $ 5,909 and $ 12,391 , respectively.

During the nine months ended June 30, 2022, cash charges totaled $ 9,897 and non-cash, asset-related charges totaled $ 2,494 ;

the cash charges included $ 3,751 for one-time termination benefits and other personnel-related costs and $ 6,146 for facility exit costs.

1 unchanged sentence

A summary of the restructuring and other related charges included in Cost of goods and services and SG&A expenses in the Company's Condensed Consolidated Statements of Operations were as follows:

For the Three Months Ended March 31, For the Six Months Ended March 31,

For the Three Months Ended June 30, For the Nine Months Ended June 30,

2023 2022 2023 2022

2 unchanged sentences

Total restructuring charges $ 3,862 $ 5,909 $ 82,196 $ 12,391

For the Three Months Ended March 31, For the Six Months Ended March 31,

For the Three Months Ended June 30, For the Nine Months Ended June 30,

2023 2022 2023 2022

6 unchanged sentences

(US dollars and non US currencies in thousands, except per share data)

The following tables summarizes the accrued liabilities of the Company's restructuring actions for the six months ended March 31, 2022 and 2023:

The following tables summarizes the accrued liabilities of the Company's restructuring actions for the nine months ended June 30, 2023 and 2022:

Cash Charges Non-Cash

10 unchanged sentences

Accrued liability at March 31, 2022 $ 398 $ 264 $ — $ 662

Q3 Restructuring charges 1,613 3,857 439 5,909

Q3 Cash payments ( 1,619 ) ( 3,857 ) — ( 5,476 )

Q3 Non-cash charges — — ( 439 ) ( 439 )

Accrued liability at June 30, 2022 $ 392 $ 264 $ — $ 656

___________________

10 unchanged sentences

Accrued liability at March 31, 2023 $ 8,118 $ 9,454 $ — $ 17,572

Q3 Restructuring charges 2,234 1,628 — 3,862

Q3 Cash payments ( 579 ) ( 4,245 ) — ( 4,824 )

Accrued liability at June 30, 2023 $ 9,773 $ 6,837 $ — $ 16,610

___________________

4 unchanged sentences

NOTE 18 – OTHER INCOME (EXPENSE)

For the quarters ended March 31, 2023 and 2022, Other income (expense) of $ 293 and $ 1,369 , respectively, includes $ 164 and ($ 168 ), respectively, of net currency exchange gains (losses) in connection with the translation of receivables and payables denominated in currencies other than the functional currencies of Griffon and its subsidiaries, net periodic benefit plan income (expense) of $( 217 ) and $ 1,079 , respectively, and $ 73 and $( 203 ), respectively, of net investment income.

Other income (expense) also includes rental income of $ 0 and $ 156 for the three months ended March 31, 2023 and 2022, respectively.

Additionally, it includes royalty income of $ 476 and $ 616 for the three months ended March 31, 2023 and 2022, respectively.

For the six months ended March 31, 2023 and 2022, Other income (expense) of $ 900 and $ 2,444 , respectively, includes $ 98 and $( 562 ), respectively, of net currency exchange losses in connection with the translation of receivables and payables denominated in currencies other than the functional currencies of Griffon and its subsidiaries, net periodic benefit plan income of $( 433 ) and $ 2,027 , respectively, as well as $ 107 and $ 171 , respectively, of net investment income (loss).

Other income (expense) also includes rental income of $ 212 in both of the six months ended March 31, 2023 and 2022, as well as royalty income of $ 1,025 and $ 616 for the six months ended March 31, 2023 and 2022, respectively.

For the quarters ended June 30, 2023 and 2022, Other income (expense) of $ 1,475 and $ 2,084 , respectively, includes $ 590 and $ 265 , respectively, of net currency exchange gains in connection with the translation of receivables and payables denominated in currencies other than the functional currencies of Griffon and its subsidiaries, net periodic benefit plan income (expense) of $( 217 ) and $ 1,118 , respectively, and $ 336 and $( 91 ), respectively, of net investment income (loss).

Other income (expense) also includes rental income of $ 0 and $ 156 for the three months ended June 30, 2023 and 2022, respectively.

Additionally, it includes royalty income of $ 438 and $ 828 for the three months ended June 30, 2023 and 2022, respectively.

For the nine months ended June 30, 2023 and 2022, Other income (expense) of $ 2,375 and $ 4,528 , respectively, includes $ 492 and $( 297 ), respectively, of net currency exchange gains (losses) in connection with the translation of receivables and payables denominated in currencies other than the functional currencies of Griffon and its subsidiaries, net periodic benefit plan income (loss) of $( 650 ) and $ 3,145 , respectively, as well as $ 444 and $( 328 ), respectively, of net investment income (loss).

Other income (expense) also includes rental income of $ 212 and $ 468 in the nine months ended June 30, 2023 and 2022, as well as royalty income of $ 1,463 and $ 1,444 for the nine months ended June 30, 2023 and 2022, respectively.

NOTE 19 – WARRANTY LIABILITY

5 unchanged sentences

Warranty costs expected to be incurred beyond one year are classified in other long-term liabilities.

The current portion of warranty was $ 20,101 as of March 31, 2023 and $ 16,786 as of September 30, 2022.

The long-term warranty liability was $ 1,240 at both March 31, 2023 and September 30, 2022.

Changes in Griffon’s warranty liability for the three and six months ended March 31, 2023 and 2022 were as follows:

Three Months Ended March 31, Six Months Ended March 31,

The current portion of warranty was $ 21,698 as of June 30, 2023 and $ 16,786 as of September 30, 2022.

The long-term warranty liability was $ 1,240 at both June 30, 2023 and September 30, 2022.

Changes in Griffon’s warranty liability for the three and nine months ended June 30, 2023 and 2022 were as follows:

Three Months Ended June 30, Nine Months Ended June 30,

2023 2022 2023 2022

9 unchanged sentences

The amounts recognized in other comprehensive income (loss) were as follows:

For the Three Months Ended March 31,

For the Three Months Ended June 30,

Pre-tax Tax Net of tax Pre-tax Tax Net of tax

3 unchanged sentences

Total other comprehensive income (loss) $ ( 664 ) $ 979 $ 315 $ ( 12,812 ) $ ( 1,365 ) $ ( 14,177 )

For the Six Months Ended March 31,

For the Nine Months Ended June 30,

Pre-tax Tax Net of tax Pre-tax Tax Net of tax

4 unchanged sentences

The components of Accumulated other comprehensive income (loss) are as follows:

At March 31, 2023 At September 30, 2022

At June 30, 2023 At September 30, 2022

Foreign currency translation adjustments $ ( 42,590 ) $ ( 57,170 )

3 unchanged sentences

Amounts reclassified from accumulated other comprehensive income (loss) to income were as follows:

For the Three Months Ended March 31, For the Six Months Ended March 31,

For the Three Months Ended June 30, For the Nine Months Ended June 30,

Gain (Loss) 2023 2022 2023 2022

29 unchanged sentences

Components of operating lease costs are as follows:

For the Three Months Ended March 31, For the Six Months Ended March 31,

For the Three Months Ended June 30, For the Nine Months Ended June 30,

2023 2022 2023 2022

8 unchanged sentences

Supplemental cash flow information were as follows:

For the Six Months Ended March 31,

For the Nine Months Ended June 30,

Cash paid for amounts included in the measurement of lease liabilities:

6 unchanged sentences

Supplemental Condensed Consolidated Balance Sheet information related to leases were as follows:

March 31, 2023 September 30, 2022

June 30, 2023 September 30, 2022

Operating Leases:

12 unchanged sentences

Total financing lease liabilities $ 12,665 $ 14,060

(1) Finance lease assets are recorded net of accumulated depreciation of $ 6,042 and $ 4,972 as of March 31, 2023 and September 30, 2022, respectively.

(1) Finance lease assets are recorded net of accumulated depreciation of $ 6,528 and $ 4,972 as of June 30, 2023 and September 30, 2022, respectively.

Griffon has one finance lease outstanding for real estate located in Ocala, Florida.

The lease matures in 2025 and bears interest at a fixed rate of approximately 5.6 %.

The Ocala, Florida lease contains two five-year renewal options.

At March 31, 2023, $ 12,406 was outstanding.

The Ocala, Florida lease contains a five-year renewal option.

At June 30, 2023, $ 12,056 was outstanding.

During 2022, the financing lease on the Troy, Ohio location expired.

2 unchanged sentences

The remaining lease liability balance relates to finance equipment leases.

The aggregate future maturities of lease payments for operating leases and finance leases as of March 31, 2023 are as follows (in thousands):

The aggregate future maturities of lease payments for operating leases and finance leases as of June 30, 2023 are as follows (in thousands):

Operating Leases Finance Leases

9 unchanged sentences

Present value of lease liabilities $ 184,245 $ 12,665

(a) Excluding the six months ended March 31, 2023.

(a) Excluding the nine months ended June 30, 2023.

GRIFFON CORPORATION AND SUBSIDIARIES

1 unchanged sentence

(US dollars and non US currencies in thousands, except per share data)

Average lease terms and discount rates at March 31, 2023 were as follows:

Average lease terms and discount rates at June 30, 2023 were as follows:

Weighted-average remaining lease term (years):

13 unchanged sentences

On May 15, 2019 the United States Environmental Protection Agency ("EPA") added the Peekskill Site to the National Priorities List under CERCLA and has since reached agreement with Lightron and ISCP pursuant to which Lightron and ISCP will perform a Remedial Investigation/Feasibility Study (“RI/FS”).

Performance of the RI/FS is expected to be completed by early calendar 2024.

Performance of the RI/FS is expected to be completed in calendar 2024.

Lightron has not engaged in any operations in over three decades.

26 unchanged sentences

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-Q

Item 1. Financial Statements