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Item 1. Financial Statements

2025-02-05 compared with 2024-08-07 · 214 added, 369 removed, 645 unchanged (47% of the section changed)

39 unchanged sentences

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

For the Three and Nine Months Ended June 30, 2024 and 2023

For the Three Months Ended December 31, 2024 and 2023

COMMON STOCK CAPITAL IN

11 unchanged sentences

Equity awards granted, net — — ( 12,136 ) — ( 493 ) 12,136 — — —

ESOP allocation of common stock — — 1,550 — — — — — 1,550

Stock-based compensation — — 5,028 — — — — — 5,028

Other comprehensive income, net of tax — — — — — — 10,475 — 10,475

Balance at December 31, 2023 84,746 $ 21,187 $ 665,875 $ 315,868 33,359 $ ( 656,450 ) $ ( 59,535 ) $ ( 1,923 ) $ 285,022

Net income — — — 64,143 — — — — 64,143

Dividend — — — ( 7,289 ) — — — — ( 7,289 )

Shares withheld on employee taxes on vested equity awards — — — — 375 ( 22,722 ) — — ( 22,722 )

Amortization of deferred compensation — — — — — — — 586 586

Common stock acquired including excise taxes — — — — 1,803 ( 118,964 ) — — ( 118,964 )

Equity awards granted, net — — ( 9,492 ) — ( 428 ) 9,492 — — —

ESOP allocation of common stock — — 2,484 — — — — — 2,484

Stock-based compensation — — 3,849 — — — — — 3,849

SEC filing fees — — ( 27 ) — — — — — ( 27 )

Other comprehensive loss, net of tax — — — — — — ( 4,896 ) — ( 4,896 )

Balance at March 31, 2024 84,746 $ 21,187 $ 662,689 $ 372,722 35,109 $ ( 788,644 ) $ ( 64,431 ) $ ( 1,337 ) $ 202,186

Net income — — — 41,086 — — — — 41,086

Dividend — — — ( 7,458 ) — — — — ( 7,458 )

Amortization of deferred compensation — — — — — — — 553 553

Common stock acquired including excise taxes — — — — 284 ( 19,294 ) — — ( 19,294 )

ESOP allocation of common stock including excise taxes — — 537 — — 104 — — 641

1 unchanged sentence

Other comprehensive income, net of tax — — — — — — ( 17,699 ) — ( 17,699 )

Balance at June 30, 2024 84,746 $ 21,187 $ 669,839 $ 406,350 35,393 $ ( 807,429 ) $ ( 65,653 ) $ ( 784 ) $ 223,510

GRIFFON CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

For the Three and Nine Months Ended June 30, 2024 and 2023

Balance at December 31, 2024 84,746 $ 21,187 $ 670,807 $ 524,097 36,624 $ ( 912,592 ) $ ( 75,723 ) $ — $ 227,776

COMMON STOCK CAPITAL IN

9 unchanged sentences

Amortization of deferred compensation — — — — — — — 520 520

Common stock acquired including excise taxes — — — — 1,634 ( 70,543 ) — — ( 70,543 )

Equity awards granted, net — — ( 3,383 ) — ( 180 ) 3,383 — — —

3 unchanged sentences

Balance at December 31, 2023 84,746 $ 21,187 $ 665,875 $ 315,868 33,359 $ ( 656,450 ) $ ( 59,535 ) $ ( 1,923 ) $ 285,022

Net loss — — — ( 62,255 ) — — — — ( 62,255 )

Dividend — — — ( 5,714 ) — — — — ( 5,714 )

Shares withheld on employee taxes on vested equity awards — — — — 21 ( 254 ) — — ( 254 )

Amortization of deferred compensation — — — — — — — 570 570

Equity awards granted, net — — ( 617 ) — ( 40 ) 617 — — —

ESOP allocation of common stock — — 1,207 — — — — — 1,207

Stock-based compensation — — 5,296 — — — — — 5,296

Other comprehensive income, net of tax — — — — — — 2,613 — 2,613

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.

2 unchanged sentences

(in thousands, except per share data)

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

2024 2023 2024 2023

Three Months Ended December 31,

Revenue $ 632,371 $ 643,153

2 unchanged sentences

Selling, general and administrative expenses 152,181 152,803

Intangible asset impairment — — — 100,000

Total operating expenses 159,810 172,439 469,830 585,460

Income from operations 112,095 83,838

2 unchanged sentences

Interest income 406 424

Gain (loss) on sale of buildings ( 725 ) — ( 167 ) 10,852

Loss from debt extinguishment ( 1,700 ) — ( 1,700 ) —

Gain on sale of real estate 7,974 547

Other, net 1,832 632

19 unchanged sentences

(in thousands)

Nine Months Ended June 30,

Three Months Ended December 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

3 unchanged sentences

Stock-based compensation 5,378 6,417

Intangible asset impairments — 100,000

Asset impairment charges - restructuring — 8,482

1 unchanged sentence

Amortization of debt discounts and issuance costs 1,029 1,056

Loss from debt extinguishment 1,700 —

Deferred income tax benefit — ( 25,744 )

Gain on sale of assets and investments ( 1,448 ) ( 10,852 )

Loss (gain) on sale of assets and investments 168 ( 3 )

Gain on sale of real estate ( 7,974 ) ( 547 )

Change in assets and liabilities:

(Increase) decrease in accounts receivable ( 6,051 ) 6,236

Decrease in inventories 55,939 84,190

(Increase) decrease in prepaid and other assets ( 3,351 ) 1,887

Increase (decrease) in accounts payable, accrued liabilities, income taxes payable and operating lease liabilities 19,454 ( 36,945 )

Decrease in accounts receivable 35,445 14,491

(Increase) decrease in inventories ( 393 ) 24,623

Increase in prepaid and other assets ( 5,066 ) ( 3,631 )

Increase in accounts payable, accrued liabilities, income taxes payable and operating lease liabilities 26,423 36,491

Other changes, net 265 1,117

2 unchanged sentences

Acquisition of property, plant and equipment ( 17,456 ) ( 14,330 )

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

Proceeds from the sale of property, plant and equipment 17,220 787

8 unchanged sentences

Net cash used in financing activities ( 108,121 ) ( 123,947 )

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

GRIFFON CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Nine Months Ended June 30,

CASH FLOWS FROM DISCONTINUED OPERATIONS:

5 unchanged sentences

CASH AND EQUIVALENTS AT END OF PERIOD $ 151,952 $ 110,546

Supplemental Disclosure of Non-Cash Flow Information:

Capital expenditures in accounts payable $ 2,064 $ 2,306

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

7 unchanged sentences

Griffon oversees the operations of its subsidiaries, allocates resources among them and manages their capital structures.

Griffon provides direction and assistance to its subsidiaries in connection with acquisition and growth opportunities, as well as in connection with divestitures.

In order to further diversify, Griffon also seeks out, evaluates and, when appropriate, will acquire additional businesses that offer potentially attractive returns on capital.

Griffon provides direction and assistance to its subsidiaries in connection with acquisition and growth opportunities, as well as divestitures.

As long-term investors, we intend to continue to grow and strengthen our existing businesses, and to diversify further through investments in our businesses and acquisitions.

The Company was founded in 1959, is a Delaware corporation headquartered in New York, N.Y.

5 unchanged sentences

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 global provider of branded consumer and professional tools;

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

residential, industrial and commercial fans;

30 unchanged sentences

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

On June 30, 2024, the fair values of Griffon’s 2028 Senior Notes and Term Loan B facility approximated $ 940,658 and $ 459,000 , respectively.

On December 31, 2024, the fair values of Griffon’s 2028 Senior Notes and Term Loan B facility approximated $ 950,406 and $ 457,275 , respectively.

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

Insurance contracts with values of $ 4,794 at June 30, 2024 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 and $ 634 is included in other assets on the Condensed Consolidated Balance Sheets.

Insurance contracts with values of $ 4,858 at December 31, 2024 are measured and recorded at fair value based upon quoted prices in active markets for similar assets (level 2 inputs) and are included in other assets on the Condensed Consolidated Balance Sheets.

Items Measured at Fair Value on a Recurring Basis

1 unchanged sentence

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

As of June 30, 2024, 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, 2024, Griffon had $ 18,500 of Australian Dollar contracts at a weighted average rate of $ 1.47 which qualified for hedge accounting (Level 2 inputs).

As of December 31, 2024, 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 December 31, 2024, Griffon had $ 43,500 of Australian Dollar contracts at a weighted average rate of $ 1.47 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 $ 424 ($ 297 , net of tax) at June 30, 2024.

Upon settlement, gains of $ 501 and $ 811 were recorded in COGS during the three months and nine months ended June 30, 2024.

AOCI included deferred gains of $ 3,844 ($ 2,690 , net of tax) at December 31, 2024.

Upon settlement, gains of $ 955 were recorded in COGS during the three months ended December 31, 2024.

All contracts expire in 30 to 150 days.

At June 30, 2024, Griffon had $ 30,000 of Chinese Yuan contracts at a weighted average rate of $ 7.10 which qualified for hedge accounting (level 2 inputs).

At December 31, 2024, Griffon had $ 33,500 of Chinese Yuan contracts at a weighted average rate of $ 7.08 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

3 unchanged sentences

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

AOCI included deferred losses of $ 625 ($ 457 , net of tax) at June 30, 2024.

Upon settlement, losses of $ 571 and $ 1,771 were recorded in COGS during the three months and nine months ended June 30, 2024.

AOCI included deferred losses of $ 1,043 ($ 762 , net of tax) at December 31, 2024.

Upon settlement, losses of $ 220 were recorded in COGS during the three months ended December 31, 2024.

All contracts expire in 3 to 304 days.

At June 30, 2024, Griffon had $ 9,595 of Canadian Dollar contracts at a weighted average rate of $ 1.36 .

At December 31, 2024, Griffon had $ 10,335 of Canadian Dollar contracts at a weighted average rate of $ 1.35 .

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

Dollar based purchases, do not qualify for hedge accounting.

For the three and nine months ended June 30, 2024, fair value gains (losses) of $ 31 and $( 34 ), 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 $ 53 and $ 79 were recorded in Other income during the three months and nine months ended June 30, 2024 for all settled contracts.

For the three months ended December 31, 2024, fair value gains of $ 242 were recorded to Other liabilities and to Other income for the outstanding contracts, based on similar contract values (level 2 inputs).

Realized gains of $ 46 were recorded in Other income during the three months ended December 31, 2024 for all settled contracts.

All contracts expire in 30 to 269 days.

7 unchanged sentences

For a complete explanation of Griffon’s revenue accounting policies, this note should be read in conjunction with Griffon’s Annual Report on Form 10-K for the year ended September 30, 2024.

See Note 13 - Business Segments for revenue from contracts with customers disaggregated by end markets, segments and geographic location.

See Note 13 - Reportable Segments for revenue from contracts with customers disaggregated by end markets, segments and geographic location.

NOTE 4 – ACQUISITIONS

Griffon continually evaluates potential acquisitions that strategically fit within its portfolio or expand its portfolio into new product lines or adjacent markets.

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

On July 1, 2024, Griffon announced that its subsidiary, The AMES Companies, Inc., ("AMES") acquired substantially all of the assets of Pope, a leading Australian provider of residential watering products for approximately AUD 22,000 (approximately $ 14,600 USD).

This is CPP's seventh acquisition in Australia since 2013, and further expands AMES’s product portfolio in the Australian market.

Due to the limited time since the date of the acquisition, the purchase price allocation remains preliminary.

Griffon continually evaluates potential acquisitions that either strategically fit within its portfolio or expand its portfolio into new product lines or adjacent markets.

Griffon has completed a number of acquisitions that have been accounted for as business combinations, in which assets acquired and liabilities assumed are recorded at fair value as of the date of acquisition and have resulted in the recognition of goodwill.

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

On July 1, 2024, Griffon announced that its subsidiary, The AMES Companies, Inc., ("AMES") expanded the scope of its Australian operations by acquiring substantially all of the assets of Pope, a leading Australian provider of residential watering products, from the Toro Company (NYSE:TTC) for a purchase price of approximately AUD 21,800 (approximately $ 14,500 ) in cash.

The purchase price was preliminarily allocated to inventory of AUD 16,581 (approximately $ 11,051 ), goodwill of AUD 2,225 (approximately $ 1,483 ) and acquired intangibles, net of deferred taxes, of AUD 2,940 (approximately $ 1,960 ), which was assigned to the CPP segment, and is not deductible for income tax purposes.

GRIFFON CORPORATION AND SUBSIDIARIES

4 unchanged sentences

The following table details the components of inventory:

At June 30, 2024 At September 30, 2023

At December 31, 2024 At September 30, 2024

Raw materials and supplies $ 89,188 $ 92,366

2 unchanged sentences

Total $ 418,164 $ 425,489

In connection with the Company's restructuring activities described in Note 17, Restructuring Charges, during the nine months ended June 30, 2024, CPP recorded an impairment charge of $ 22,979 to adjust inventory to its net realizable value.

In connection with the Company's restructuring activities described in Note 17, Restructuring Charges, during the three months ended December 31, 2023, CPP recorded inventory impairment charges of $ 8,482 to adjust inventory to its net realizable value.

There were no impairment charges recorded during the three months ended December 31, 2024.

NOTE 6 – PROPERTY, PLANT AND EQUIPMENT

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

At June 30, 2024 At September 30, 2023

At December 31, 2024 At September 30, 2024

Land, building and building improvements $ 152,854 $ 153,076

4 unchanged sentences

Total $ 287,755 $ 288,297

Depreciation and amortization expense for property, plant and equipment was $ 9,389 and $ 10,000 for the quarters ended June 30, 2024 and 2023, respectively, and $ 28,155 and $ 33,090 for the nine months ended June 30, 2024 and 2023, respectively.

Depreciation included in Selling, general and administrative ("SG&A") expenses was $ 4,124 and $ 4,404 for the quarters ended June 30, 2024 and 2023, respectively, and $ 12,218 and $ 13,289 for the nine months ended June 30, 2024 and 2023, respectively.

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

In connection with the expansion of CPP's global sourcing strategy announced on May 3, 2023, certain owned manufacturing locations which ceased operations have met the criteria to be classified as held for sale as of June 30, 2024.

The net book value of these properties as of June 30, 2024 totaled $ 14,747 .

Except as described in Note 17, Restructuring charges, no event or indicator of impairment occurred during the nine months ended June 30, 2024 which would require additional impairment testing of property, plant and equipment.

Depreciation and amortization expense for property, plant and equipment was $ 9,850 and $ 9,267 for the quarters ended December 31, 2024 and 2023, respectively.

Depreciation and amortization included in Selling, general and administrative ("SG&A") expenses was $ 4,334 and $ 3,999 for the quarters ended December 31, 2024 and 2023, respectively.

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

The net book value of these properties as of December 31, 2024 and September 30, 2024 totaled $ 5,559 and $ 14,532 , respectively.

During the three months ended December 31, 2024, no event or indicator of impairment occurred which would require additional impairment testing of property, plant and equipment.

GRIFFON CORPORATION AND SUBSIDIARIES

13 unchanged sentences

The following table provides a roll-forward of the allowance for doubtful accounts, including provisions for expected credit losses that is deducted from gross accounts receivable to present the net amount expected to be collected:

Nine months ended June 30,

Three months ended December 31,

Beginning Balance, October 1 $ 10,986 $ 11,264

2 unchanged sentences

Other, primarily foreign currency translation ( 68 ) 42

Ending Balance, June 30 $ 11,009 $ 12,516

Ending Balance, December 31 $ 11,766 $ 11,985

GRIFFON CORPORATION AND SUBSIDIARIES

2 unchanged sentences

NOTE 8 – GOODWILL AND OTHER INTANGIBLES

Indicators of impairment were not present for any of Griffon's reporting units during the nine months ended June 30, 2024.

The following table provides a summary of the carrying value of goodwill by segment as of September 30, 2023 and June 30, 2024, as follows:

Indicators of impairment were not present for any of Griffon's reporting units during the three months ended December 31, 2024 and 2023, respectively.

The following table provides a summary of the carrying value of goodwill by segment as of December 31, 2024 and September 30, 2024, as follows:

Home and Building Products $ 191,253

2 unchanged sentences

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

At June 30, 2024 At September 30, 2023

At December 31, 2024 At September 30, 2024

Gross Carrying Amount Accumulated

6 unchanged sentences

Total intangible assets $ 754,016 $ 144,784 $ 759,937 $ 141,155

The gross carrying amount of intangible assets was impacted by $ 624 related to favorable foreign currency translation.

Amortization expense for intangible assets was $ 5,858 and $ 5,669 for the quarters ended June 30, 2024 and 2023, respectively, and $ 16,995 and $ 16,946 for the nine months ended June 30, 2024 and 2023, respectively.

The gross carrying amount of intangible assets was impacted by $ 5,920 related to unfavorable foreign currency translation.

Amortization expense for intangible assets was $ 5,764 and $ 5,556 for the quarters ended December 31, 2024 and 2023, respectively.

Amortization expense for the remainder of 2025 and the next five fiscal years and thereafter, based on current intangible balances and classifications, is estimated as follows:

6 unchanged sentences

thereafter $ 191,726 .

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 June 30, 2024, the Company recognized a tax provision of $ 19,923 on income before taxes of $ 61,009 , compared to a tax provision of $ 29,248 on income before taxes of $ 78,453 in the prior year quarter.

The current year quarter results included restructuring charges of $ 18,688 ($ 13,991 , net of tax);

strategic review costs - retention and other of $ 1,870 ($ 1,390 , net of tax);

loss on debt extinguishment of $ 1,700 ($ 1,292 , net of tax);

loss on sale of buildings of $ 725 ($ 520 , net of tax);

and discrete and certain other tax provisions, net, that affect comparability of $ 2,247 .

During the quarter ended December 31, 2024, the Company recognized a tax provision of $ 26,569 on income before taxes of $ 97,420 , compared to a tax provision of $ 17,965 on income before taxes of $ 60,142 in the prior year quarter.

The current year quarter results included strategic review costs - retention and other of $ 1,651 ($ 1,215 , net of tax);

gain on sale of real estate of $ 7,974 ($ 5,943 , net of tax);

and discrete and certain other tax benefits, net, that affect comparability of $ 250 .

The prior year quarter results included strategic review costs - retention and other of $ 4,658 ($ 3,500 , net of tax);

restructuring charges of $ 12,400 ($ 9,213 , net of tax);

special dividend Employee Stock Ownership Plan ("ESOP") charges of $ 9,042 ($ 6,936 , net of tax);

proxy expenses of $ 568 ($ 435 , net of tax);

and discrete and certain other tax provisions, net, that affect comparability of $ 6,519 .

Excluding these items, the effective tax rates for the quarters ended June 30, 2024 and 2023 were 27.9 % and 28.1 %, respectively.

During the nine months ended June 30, 2024, the Company recognized a tax provision of $ 62,318 on income before taxes of $ 209,724 , compared to a tax provision of $ 20,662 on income before taxes of $ 56,314 in the comparable prior year period.

The nine month period ended June 30, 2024 included restructuring charges of $ 33,489 ($ 24,973 , net of tax);

strategic review - retention and other of $ 9,204 ($ 6,887 , net of tax);

loss on debt extinguishment of $ 1,700 ($ 1,292 , net of tax);

loss on sale of buildings of $ 167 ($ 105 , net of tax);

gain on sale of real estate of $ 547 ($ 406 net of tax);

and discrete and certain other tax provisions, net, that affect comparability of $ 783 .

The nine month period 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 tax and certain other tax benefits, net, that affect comparability of $ 2,537 .

Excluding these items, the effective tax rates for the nine months ended June 30, 2024 and 2023 were 27.9 % and 28.9 %, respectively.

Excluding these items, the effective tax rates for the quarters ended December 31, 2024 and 2023 were 27.7 % and 27.9 %, respectively.

GRIFFON CORPORATION AND SUBSIDIARIES

2 unchanged sentences

NOTE 10 – LONG-TERM DEBT

At June 30, 2024 At September 30, 2023

Debt at December 31, 2024 and September 30, 2024 consisted of the following:

At December 31, 2024 At September 30, 2024

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

2 unchanged sentences

Revolver due 2028 (b) 59,500 — ( 2,673 ) 56,827 Variable 107,500 — ( 2,859 ) 104,641 Variable

Non US lines of credit (d) — — ( 6 ) ( 6 ) Variable — — ( 3 ) ( 3 ) Variable

Other long term debt (e) 237 — ( 21 ) 216 Variable 1,592 — ( 11 ) 1,581 Variable

Non US lines of credit (c) — — ( 21 ) ( 21 ) Variable — — ( 2 ) ( 2 ) Variable

Other long term debt (d) 361 — — 361 Variable 410 — ( 22 ) 388 Variable

Totals 1,489,636 ( 408 ) ( 14,196 ) 1,475,032 1,539,685 ( 430 ) ( 15,203 ) 1,524,052

1 unchanged sentence

Long-term debt $ 1,481,493 $ ( 408 ) $ ( 14,196 ) $ 1,466,889 $ 1,531,530 $ ( 430 ) $ ( 15,203 ) $ 1,515,897

Three Months Ended June 30, 2024 Three Months Ended June 30, 2023

Interest expense for the three months ended December 31, 2024 and 2023 consists of the following:

Three Months Ended December 31, 2024 Three Months Ended December 31, 2023

Effective Interest Rate Cash Interest Amort.

7 unchanged sentences

Revolver due 2028 (b) Variable 1,877 — 186 2,063 Variable 908 — 186 1,094

Finance lease - real estate (c) n/a — — — — 5.6 % 168 — — 168

Non US lines of credit (d) Variable 19 — 3 22 Variable 259 — 12 271

Other long term debt (e) Variable 61 — — 61 Variable 104 — — 104

Capitalized interest ( 309 ) — — ( 309 ) ( 38 ) — — ( 38 )

Totals $ 25,968 $ 31 $ 1,025 $ 27,024 $ 24,619 $ 31 $ 991 $ 25,641

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Nine Months Ended June 30, 2024 Nine Months Ended June 30, 2023

Effective Interest Rate Cash Interest Amort.

Debt (Premium)/Discount Amort.

Debt Issuance Costs & Other Fees Total Interest Expense Effective Interest Rate Cash Interest Amort.

Debt (Premium)/Discount Amort.

Debt Issuance Costs & Other Fees Total Interest Expense

Senior notes due 2028 (a) 6.0 % $ 42,037 $ ( 36 ) $ 1,515 $ 43,516 6.0 % $ 42,037 $ ( 36 ) $ 1,515 $ 43,516

Term Loan B due 2029 (b) 8.2 % 27,314 128 992 28,434 7.3 % 25,753 129 1,054 26,936

Revolver due 2028 (b) Variable 6,253 — 559 6,812 Variable 2,922 — 368 3,290

Finance lease - real estate (c) n/a — — — — 5.6 % 520 — — 520

Non US lines of credit (d) Variable 33 — 11 44 Variable 619 — 37 656

Other long term debt (e) Variable 478 — 1 479 Variable 298 — 1 299

Non US lines of credit (c) Variable 2 — 2 4 Variable — — 4 4

Other long term debt (d) Variable 59 — — 59 Variable 302 — — 302

Capitalized interest ( 147 ) — — ( 147 ) ( 196 ) — — ( 196 )

4 unchanged sentences

(a) During 2020, Griffon issued, at par, $ 1,000,000 of 5.75 % Senior Notes due 2028 (the “2028 Senior Notes”).

Proceeds from the 2028 Senior Notes were used to redeem $ 1,000,000 of 5.25 % Senior Notes due 2022.

Proceeds from the 2028 Senior Notes were used to redeem $ 1,000,000 of 5.25 % Senior Notes due in 2022.

In connection with the issuance and exchange of the 2028 Senior Notes, Griffon capitalized $ 16,448 of underwriting fees and other expenses incurred, which is being amortized over the term of such notes.

During 2022, Griffon purchased $ 25,225 of 2028 Senior Notes in the open market at a weighted average discount of 91.82 % of par, or $ 23,161 .

As of June 30, 2024, outstanding 2028 Senior Notes due totaled $ 974,775 ;

As of December 31, 2024, outstanding 2028 Senior Notes due totaled $ 974,775 ;

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

The 2028 Senior Notes are senior unsecured obligations of Griffon guaranteed by certain domestic subsidiaries, and subject to certain covenants, limitations and restrictions.

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 $ 940,658 on June 30, 2024 based upon quoted market prices (Level 1 inputs).

At June 30, 2024, $ 7,405 of underwriting fees and other expenses incurred remained to be amortized.

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

The fair value of the 2028 Senior Notes approximated $ 950,406 on December 31, 2024 based upon quoted market prices (Level 1 inputs).

At December 31, 2024, $ 6,395 of underwriting fees and other expenses incurred remained to be amortized.

(b) On January 24, 2022, Griffon amended and restated its Credit Agreement (the "Credit Agreement") to provide for a new $ 800,000 Term Loan B facility, due January 24, 2029, in addition to the revolving credit facility (the "Revolver") provided for under the Credit Agreement.

1 unchanged sentence

Since that time, during 2023 and 2022, Griffon prepaid $ 25,000 and $ 300,000 , respectively, aggregate principal amount of the Term Loan B, which permanently reduced the outstanding balance.

In connection with the prepayment of the Term Loan B, Griffon recognized charges of $ 437 and $ 6,296 on the prepayment of debt in 2023 and 2022, respectively.

The charges were comprised of write-offs of unamortized debt issuance costs of $ 386 and $ 5,575 for 2023 and 2022, respectively, and the original issue discount of $ 51 and $ 721 for 2023 and 2022, respectively.

As of June 30, 2024, the Term Loan B outstanding balance was $ 459,000 .

As of December 31, 2024, the Term Loan B outstanding balance was $ 455,000 .

On June 26, 2024, Griffon further amended its Credit Agreement to favorably reprice the Term Loan B facility.

The amendment reduced the margin above SOFR by 0.25 %, eliminated the credit spread adjustment and reduced the SOFR floor from 0.50 % to 0 %.

Furthermore, the amendment stipulates that if Griffon prepays all or a portion of the Term Loan B within six months of the amendment date, Griffon will be required to pay a premium equal to 1 % of the amount prepaid.

In connection with the amendment, Griffon recognized a $ 1,700 loss on debt extinguishment in the Company's Condensed Consolidated Statements of Operations, primarily consisting of the write-off of unamortized debt issuance costs and original issue discount related to portions of the Term Loan B facility that were repaid and then reborrowed from new lenders.

At June 30, 2024, unamortized costs of $ 5,733 related to existing and new Term Loan B facility lenders will continue to be amortized over the term of the loan.

Prior to the amendment, the Term Loan B bore interest at the Term SOFR rate plus a credit spread adjustment with a floor of 0.50 % and a spread of 2.50 %.

Effective June 26, 2024 the Term Loan B bears interest at the Term SOFR rate plus a spread of 2.25 % ( 7.59 % as of June 30, 2024).

The Term Loan B facility continues to require nominal quarterly principal payments of $ 2,000 , potential additional annual principal payments based on a percentage of excess cash flow and certain secured leverage thresholds starting with the fiscal year ended September 30, 2023;

and a final balloon payment due at maturity.

At September 30, 2023, Griffon's secured leverage remained below the threshold set forth in the Credit Agreement that would, if exceeded, require Griffon to make an additional payment, and therefore no additional annual principal payment was required.

Term Loan B borrowings may generally be repaid without penalty but may not be re-borrowed, subject to a prepayment premium of 1.0 % in connection with the above repricing transaction within the six months following the closing date of June 26, 2024.

The amendment reduced the margin above Secured Overnight Financing Rate ("SOFR") by 0.25 %, eliminated the credit spread adjustment and reduced the SOFR floor from 0.50 % to 0 %.

In connection with the amendment, Griffon recognized a $ 1,700 loss on debt extinguishment primarily consisting of the write-off of unamortized debt issuance costs and original issue discount related to portions of the Term Loan B facility that were repaid and then reborrowed from new lenders.

At December 31, 2024, unamortized costs of $ 5,107 related to existing and new Term Loan B facility lenders will continue to be amortized over the term of the loan.

The Term Loan B bears interest at the Term SOFR rate plus a spread of 2.25 % ( 6.58 % as of December 31, 2024).

Term Loan B borrowings may generally be repaid without penalty.

Once repaid, Term Loan B borrowings may not be reborrowed.

The Term Loan B facility is subject to the same affirmative and negative covenants that apply to the Revolver (as described below), but is not subject to any financial maintenance covenants.

Term Loan B borrowings are secured by the same collateral that secures borrowings under the Revolver, on an equal and ratable basis.

The fair value of the Term Loan B facility approximated $ 459,000 on June 30, 2024 based upon quoted market prices (Level 1 inputs).

The fair value of the Term Loan B facility approximated $ 457,275 on December 31, 2024 based upon quoted market prices (Level 1 inputs).

On August 1, 2023, Griffon amended and restated the Credit Agreement to increase the maximum borrowing availability under the Revolver from $ 400,000 to $ 500,000 and extend 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 under the Revolver from $ 100,000 to $ 125,000 and

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

The Revolver also includes a multi-currency sub-facility of $ 200,000 .

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

Interest is payable on borrowings at either a SOFR, Sterling Overnight Index Average ("SONIA") or base rate benchmark rate, plus an applicable margin, which adjusts based on financial performance.

Griffon's SOFR loans accrue interest at Term SOFR plus a credit adjustment spread and a margin of 2.00 % ( 6.43 % at December 31, 2024);

SONIA loans accrue interest at SONIA Base Rate plus a credit adjustment spread and a margin of 2.00 % ( 6.73 % at December 31, 2024);

and base rate loans accrue interest at prime rate plus a margin of 1.00 % ( 8.50 % at December 31, 2024).

GRIFFON CORPORATION AND SUBSIDIARIES

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

increasing the customary accordion feature from a minimum of $ 375,000 to a minimum of $ 500,000 .

The Revolver also includes a multi-currency sub-facility of $ 200,000 .

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

Interest is payable on borrowings at either a Secured Overnight Financing Rate ("SOFR"), Sterling Overnight Index Average ("SONIA") or base rate benchmark rate, plus an applicable margin, which adjusts based on financial performance.

Griffon's SOFR loans accrue interest at Term SOFR plus a credit adjustment spread and a margin of 2.00 % ( 7.44 % at June 30, 2024);

SONIA loans accrue interest at SONIA Base Rate plus a credit adjustment spread and a margin of 2.00 % ( 7.23 % at June 30, 2024);

and base rate loans accrue interest at prime rate plus a margin of 1.00 % ( 9.50 % at June 30, 2024).

At June 30, 2024 there were $ 90,000 in outstanding borrowings under the Revolver;

At December 31, 2024, under the Credit Agreement, there were $ 59,500 in outstanding borrowings on the Revolver;

outstanding standby letters of credit were $ 12,990 ;

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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.

(c) On September 28, 2023, the Company closed on the exercise of its lease purchase option, as permitted under the lease agreement, to acquire ownership of the manufacturing facility located in Ocala, Florida for a cash purchase price of $ 23,207 .

The Ocala lease had a maturity date in 2025 and bore interest at a fixed rate of approximately 5.6 %.

As a result of exercising the purchase option, the Company no longer has any future lease obligations related to this real estate.

The remaining lease liability balance relates to finance equipment leases.

Refer to Note 21-Leases for further details.

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

(“Garant”), a Griffon wholly owned subsidiary, entered into a CAD 15,000 revolving credit facility.

Effective in December 2023, the facility was amended to replace the Canadian Dollar Offer Rate with the Canadian Overnight Repo Rate Average ("CORRA").

The facility accrues interest at CORRA or the Canadian Bankers Acceptance Rate plus 1.3 % per annum ( 6.04 % using CORRA and 6.02 % using the Canadian Bankers Acceptance Rate as of June 30, 2024).

The revolving facility matures in December 2024, but is renewable upon mutual agreement with the lender.

Effective in December 2023, the facility was amended to replace the Canadian Dollar Offer Rate ("CDOR") with the Canadian Overnight Repo Rate Average ("CORRA").

The facility accrues interest at CORRA plus 1.3 % per annum ( 4.60 % as of December 31, 2024).

The revolving facility matured in December 2024.

In January 2025, Garant entered into a new CAD 20,000 revolving credit facility.

The facility accrues interest at CORRA plus a credit adjustment spread and margin of 1.2 %.

Garant is required to maintain a certain minimum equity.

At June 30, 2024, there were no outstanding borrowings under the revolving credit facility with CAD 15,000 ($ 10,955 as of June 30, 2024) available.

During 2023, Griffon Australia Holdings Pty Ltd and its Australian subsidiaries (collectively, "Griffon Australia") amended its AUD 15,000 receivable purchase facility to AUD 30,000 .

The receivable purchase facility was renewed in 2024 and now matures in March 2025, 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 ( 5.56 % at June 30, 2024).

At June 30, 2024, there was no balance outstanding under the receivable purchase facility with AUD 30,000 ($ 19,965 as of June 30, 2024) available.

The receivable purchase facility accrues interest at Bank Bill Swap Rate plus 1.25 % per annum ( 5.57 % at December 31, 2024).

At December 31, 2024, there was no balance outstanding under the receivable purchase facility with AUD 30,000 ($ 18,645 as of December 31, 2024) 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, which matured in July 2023.

Prior to maturity, on June 30, 2023, AMES UK paid off and cancelled the GBP 14,000 term loan and GBP 4,000 mortgage loan.

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

Upon maturity in July 2023, the GBP 5,000 revolver had no balance and was not renewed.

(e) In February 2024, Griffon repaid in full a loan with the Pennsylvania Industrial Development Authority.

(d) In February 2024, Griffon repaid in full a loan with the Pennsylvania Industrial Development Authority.

The balance in other long-term debt consists primarily of finance leases.

At June 30, 2024, Griffon and its subsidiaries were in compliance with the terms and covenants of all credit and loan agreements.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

At December 31, 2024, Griffon and its subsidiaries were in compliance with the terms and covenants of its credit and loan agreements.

NOTE 11 — SHAREHOLDERS’ EQUITY AND EQUITY COMPENSATION

During the nine months ended June 30, 2024, the Company paid three quarterly cash dividends of $ 0.15 per share each.

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.

During the three months ended December 31, 2024, the Company paid a quarterly cash dividend of $ 0.18 per share.

During fiscal year 2024, the Company paid four quarterly cash dividends of $ 0.15 per share.

The Company currently intends to pay dividends each quarter;

however, payment of dividends is determined by the Board of Directors at its discretion based on various factors, and no assurance can be provided as to the payment of future dividends.

Dividends paid on shares in the ESOP were used to offset ESOP compensation expense.

Dividends paid on shares in Griffon's Employee Stock Ownership Plan (the “ESOP”) were used to offset ESOP compensation expense.

For all dividends, a dividend payable is established for the holders of restricted shares;

such dividends will be released upon vesting of the underlying restricted shares.

On August 6, 2024 the Board of Directors declared a quarterly cash dividend of $ 0.15 per share, payable on September 19, 2024 to shareholders of record as of the close of business on August 28, 2024.

The ESOP was frozen as of September 30, 2024;

this means that, for plan years after this date, no additional employees will become participants under the ESOP and no new voluntary contributions will be made to the ESOP.

Prior to this date, the Company’s U.S.

employees who were not members of a collective bargaining agreement and met certain eligibility requirements became participants in the ESOP.

During the three months ended December 31, 2024 the final loan payment was made by the ESOP to the Company and compensation expense for the period was fully offset by dividends paid.

As of December 31, 2024 there were 4,166,038 shares of common stock in the ESOP, all of which were allocated to participant accounts.

On February 4, 2025, the Board of Directors declared a quarterly cash dividend of $ 0.18 per share, payable on March 18, 2025 to shareholders of record as of the close of business on February 25, 2025.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

On January 29, 2016, shareholders approved the Griffon Corporation 2016 Equity Incentive Plan (the "Original Incentive Plan") pursuant to which, among other things, awards of performance shares, performance units, stock options, stock appreciation rights, restricted shares, restricted stock units, deferred shares and other stock-based awards may be granted.

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The maximum number of shares of common stock available for award under the Amended Incentive Plan is 8,850,000 ( 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 June 30, 2024, there were 2,377,532 shares available for grant.

As of December 31, 2024, there were 1,893,099 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.

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

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

2024 2023 2024 2023

For the Three Months Ended December 31,

Restricted stock $ 5,378 $ 5,028

2,353 10,146 6,150 12,647

Total stock-based compensation $ 5,378 $ 6,417

________________________

(1) During both the quarter and nine months ended June 30, 2023, special dividend ESOP charges included in compensation expense were $ 9,042 .

During the first quarter of 2024, Griffon granted 174,104 shares of restricted stock and restricted stock units ("RSUs").

This includes 166,272 shares of restricted stock and 7,832 RSUs granted to 43 executives and key employees, subject to certain

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

performance conditions, with a vesting period of thirty-six months and a total fair value of $ 8,225 , or a weighted average fair value of $ 47.24 per share.

During the second quarter of 2024, Griffon granted 403,997 shares of restricted stock and RSUs.

This includes 387,222 shares of restricted stock granted to four senior executives with a vesting period of thirty-three 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.

During the quarter ended December 31, 2024 the final loan payment was made by the ESOP to the Company and compensation expense for the period was fully offset by dividends paid.

During the first quarter of 2025, Griffon granted 142,911 shares of restricted stock and restricted stock units ("RSUs") to 43 executives and key employees, subject to certain performance conditions, with a vesting period of thirty-six months and a total fair value of $ 9,735 , or a weighted average fair value of $ 68.12 per share.

During the first quarter of 2025, Griffon also granted 436,947 shares of restricted stock to four 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 can vest will range from a minimum of 72,827 to a maximum of 436,947 , with the target number of shares being 145,649 .

The total fair value of these restricted shares, assuming achievement of the performance conditions at target, is $ 12,181 , or a weighted average fair value of $ 94.37 per share.

This also includes 16,775 shares of restricted stock granted to non-employee directors of Griffon with a vesting period of one-year and a fair value of $ 1,210 , or a weighted average fair value of $ 72.13 per share.

During the third quarter of 2024, there were no shares of restricted stock or RSUs granted.

During the nine months ended June 30, 2024, 570,269 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 Board authorizations of $ 57,955 .

Also, on November 15, 2023, Griffon announced that the Board of Directors approved an additional increase of $ 200,000 to its share repurchase authorization.

The total estimated fair value of these restricted shares, assuming achievement of the performance conditions at target, is $ 12,372 , or a weighted average fair value of $ 84.95 per share.

On November 13, 2024, Griffon announced that the Board of Directors approved an additional increase of $ 400,000 to its share repurchase authorization.

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.

Share repurchases during the quarter and nine months ended June 30, 2024 totaled 283,479 shares and 3,721,357 shares of common stock, respectively, for a total of $ 19,080 and $ 206,104 , respectively, or an average of $ 67.31 per share and $ 55.38 per share, respectively.

The share repurchases during the nine months ended June 30, 2024 include the repurchase of 1,500,000 shares of common shares by the Company on February 20, 2024 pursuant to a stock purchase and cooperation agreement executed by the Company and Voss Value Master Fund, L.P., Voss Value-Oriented Special Situations Fund, L.P and four separately managed accounts of which Voss Capital, LLC is the investment manager, in a private transaction.

The purchase price per share was $ 65.50 , for an aggregate purchase price of $ 98,250 .

As of June 30, 2024, $ 101,078 remains under these Board authorized repurchase programs.

During the three months ended June 30, 2024, there were no shares withheld to settle employee taxes due upon the vesting of restricted stock.

During the nine months ended June 30, 2024, 595,929 shares of common stock with a market value of $ 34,326 , or $ 57.60 per share, respectively, were withheld to settle employee taxes due upon the vesting of restricted stock, and were added to treasury stock.

During the quarter ended June 30, 2024, accrued excise taxes of $ 486 were reversed to adjust for a benefit on ESOP contributions, partially offset by $ 191 accrued for share repurchases, resulting in a net benefit of $ 295 in the quarter.

During the nine months ended June 30, 2024, $ 1,116 , was accrued for excise taxes for share repurchases.

As of June 30, 2024, $ 2,417 was accrued for excise taxes for share repurchases.

Share repurchases during the quarter ended December 31, 2024 totaled 610,172 shares of common stock, respectively, for a total of $ 42,344 , or an average of $ 69.40 per share.

As of December 31, 2024, $ 390,348 remains available under Griffon's Board authorized repurchase program.

GRIFFON CORPORATION AND SUBSIDIARIES

1 unchanged sentence

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

During the quarter ended December 31, 2024, 64,249 shares, with a market value of $ 5,417 , or $ 84.31 per share, were withheld to settle employee taxes due upon the vesting of restricted stock, and were added to treasury stock.

During the quarter ended December 31, 2024, $ 413 was accrued for excise taxes for share repurchases, which was partially offset by the reversal of $ 74 of excise taxes to adjust for a benefit related to employee vesting and a $ 104 net benefit on ESOP contributions.

As of December 31, 2024, $ 2,220 was accrued for excise taxes for share repurchases.

NOTE 12 – EARNINGS PER SHARE (EPS)

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

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

2024 2023 2024 2023

Three Months Ended December 31,

Common shares outstanding 48,122 51,386

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

NOTE 13 – BUSINESS SEGMENTS

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 13 – REPORTABLE SEGMENTS

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

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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 global provider of branded consumer and professional tools;

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

residential, industrial and commercial fans;

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Information on Griffon’s reportable segments is as follows:

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

For the Three Months Ended December 31,

REVENUE 2024 2023

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Total revenue $ 632,371 $ 643,153

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Disaggregation of Revenue

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

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

2024 2023 2024 2023

Three Months Ended December 31,

Residential repair and remodel $ 194,682 $ 186,541

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

For the Three Months Ended June 30,

HBP CPP Total HBP CPP Total

United States $ 376,616 $ 162,516 $ 539,132 $ 382,295 $ 195,132 $ 577,427

Europe 3 19,342 19,345 — 19,792 19,792

Canada 14,741 12,998 27,739 16,576 12,955 29,531

Australia — 52,706 52,706 — 49,548 49,548

All other countries 2,854 6,038 8,892 2,271 4,861 7,132

Consolidated revenue $ 394,214 $ 253,600 $ 647,814 $ 401,142 $ 282,288 $ 683,430

For the Nine Months Ended June 30,

For the Three Months Ended December 31,

HBP CPP Total HBP CPP Total

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

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

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

GRIFFON CORPORATION AND SUBSIDIARIES

1 unchanged sentence

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

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

2024 2023 2024 2023

For the Three Months Ended December 31,

Segment adjusted EBITDA:

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Depreciation and amortization ( 15,614 ) ( 14,823 )

Loss from debt extinguishment ( 1,700 ) — ( 1,700 ) —

Restructuring charges — ( 12,400 )

Gain (loss) on sale of buildings ( 725 ) — ( 167 ) 10,852

Gain on sale of real estate 7,974 547

Strategic review - retention and other ( 1,651 ) ( 4,658 )

Proxy expenses — ( 568 ) — ( 2,685 )

Intangible asset impairment — — — ( 100,000 )

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

Income before taxes $ 97,420 $ 60,142

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

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

For the Three Months Ended December 31,

DEPRECIATION and AMORTIZATION 2024 2023

4 unchanged sentences

Total consolidated depreciation and amortization $ 15,614 $ 14,823

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

2024 2023 2024 2023

For the Three Months Ended December 31,

CAPITAL EXPENDITURES

7 unchanged sentences

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

ASSETS At June 30, 2024 At September 30, 2023

ASSETS At December 31, 2024 At September 30, 2024

Segment assets:

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___________________

(1) In connection with the expansion of CPP's global sourcing strategy, certain owned manufacturing locations which ceased operations have met the criteria to be classified as held for sale as of June 30, 2024.

The net book value of these properties as of June 30, 2024 totaled $ 14,747 .

The net book value of these properties as of December 31, 2024 and September 30, 2024 totaled $ 5,559 and $ 14,532 , respectively.

NOTE 14 – EMPLOYEE BENEFIT PLANS

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

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

2024 2023 2024 2023

Three Months Ended December 31,

Interest cost $ 1,605 $ 1,888

2 unchanged sentences

Recognized actuarial loss 636 689

Net periodic expense $ 34 $ 217 $ 103 $ 650

Net periodic (benefit) expense $ ( 301 ) $ 34

The Hunter Fan Pension Plan (the "Plan") was terminated with an effective date of April 30, 2024.

This was communicated to Plan participants in February 2024.

The Plan is fully funded and the Company does not anticipate making an additional funding contribution as of the benefit distribution date.

The benefit distribution date will be determined once the Company receives approval from certain regulatory agencies.

At the time of termination, the Plan was fully funded and the Company did not anticipate making additional funding contributions as of the benefit distribution dates.

During the quarter ended December 31, 2024 the Plan paid lump sum payments in the amount of $ 4,830 to those participants that elected a lump sum distribution.

On January 23, 2025 the Company selected an insurance company to hold the annuity and provide pension benefits to the plan participants currently receiving benefit payments and those that elected to continue their future benefit with an annuity provider.

This decision included a transfer of plan assets valued at $ 10,895 .

The termination process is expected to be complete in 2025.

NOTE 15 – RECENT ACCOUNTING PRONOUNCEMENTS

In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU No.

Issued but not yet effective accounting pronouncements

In October 2023, the Financial Accounting Standards Board ("FASB") issued ASU No.

2023-06, Disclosure Improvements:

Amendments - Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative.

The FASB issued the standard to introduce changes to US GAAP that originate in either SEC Regulation S-X or S-K, which are rules about the form and content of financial reports.

The provisions of the standard are contingent when the SEC removes the related disclosure provisions from Regulation S-X and S-K.

The company does not expect the provisions of the standard to have a material impact on the Company's financial statements and related disclosures.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures.

1 unchanged sentence

The standard does not change the definition of operating segments.

This standard is effective for the Company beginning with our fiscal year 2025, with early adoption permitted.

The Company is currently evaluating the potential changes to its reportable segment disclosures and related impact on its business and financial reporting processes and information technology systems.

The Company does not expect the adoption of this standard to have an impact on its financial position, results of operations, or cash flows.

This standard is effective with the Company's fiscal year 2025.

The standard should be applied retrospectively to all prior periods presented in the financial statements.

The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements.

In December 2023, the FASB issued ASU No.

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Specifically, the amendments in the standard require the Company to disclose disaggregated:

(1) income taxes paid by federal, state, and foreign taxes, (2) pre-tax income between domestic and foreign, and (3) income tax expense by federal, state and

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

foreign tax expense.

(1) income taxes paid by federal, state, and foreign, (2) continuing operations pre-tax income between domestic and foreign, and (3) continuing operations income tax expense by federal, state and foreign.

The standard also requires the Company to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold.

1 unchanged sentence

The Company is currently evaluating the potential changes to its income tax disclosures and related impact on its financial reporting processes and information technology systems.

The Company does not expect the adoption of this standard to have an impact on its financial position, results of operations, or cash flows.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements, and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

The Company does not expect the adoption of this standard to have a material impact on its financial position, results of operations, or cash flows.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures:

Disaggregation of Income Statement Expenses.

This guidance requires disclosures regarding specific information about certain costs and expenses, including but not limited to, inventory purchases, employee compensation, depreciation, amortization and selling expenses.

The guidance is effective for the Company beginning with the Company's fiscal year 2027 and interim reporting periods beginning with our 2028 fiscal year.

Implementation of this standard may be applied prospectively or retrospectively.

The Company does not expect the adoption of this standard to have a material impact on the Company's financial statements and related disclosures.

NOTE 16 – DISCONTINUED OPERATIONS

At June 30, 2024 and September 30, 2023, Griffon’s liabilities for discontinued operations primarily relate to insurance claims, income taxes, product liability, warranty and environmental reserves, and total $ 10,017 and $ 11,798 , respectively.

At December 31, 2024 and September 30, 2024, Griffon’s liabilities for discontinued operations primarily relate to insurance claims, income taxes, product liability, warranty and environmental reserves, and total $ 7,604 and $ 7,768 , respectively.

The following amounts summarize the total assets and liabilities 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 June 30, 2024 At September 30, 2023

At December 31, 2024 At September 30, 2024

Assets of discontinued operations:

6 unchanged sentences

Total liabilities of discontinued operations $ 7,604 $ 7,768

There was no reported revenues or costs in the nine months ended June 30, 2024 and 2023 for discontinued operations.

NOTE 17 – RESTRUCTURING CHARGES

In response to changing market conditions, Griffon announced in May 2023 that CPP is expanding its global sourcing strategy to include long handled tools, material handling, and wood storage and organization product lines for the U.S.

By transitioning these product lines to an asset-light structure, CPP’s operations will be better positioned to serve customers with a more flexible and cost-effective sourcing model that leverages supplier relationships around the world, while improving its competitive positioning in a post-pandemic marketplace.

The global sourcing strategy expansion is expected to be complete by the end of calendar 2024.

By that time, CPP expects to have reduced its facility footprint by approximately 1.2 million square feet, or approximately 15 % of CPP's square footage, and its headcount by approximately 600 .

Manufacturing Operations have ceased at all affected sites:

Camp Hill and Harrisburg, PA;

Fairfield, IA;

Grantsville, MD;

and four wood mills.

The closed locations, which have a total net book value of $ 14,747 , have met the held for sale criteria and have been classified as such on our Condensed Consolidated Balance Sheet as of June 30, 2024.

Implementation of this strategy over the duration of the project will result in charges approximating $ 130,000 , which now includes approximately $ 46,000 of cash charges for employee retention and severance, operational transition, and facility and lease exit costs, and approximately $ 84,000 of non-cash charges primarily related to asset write-downs.

Capital investment of approximately $ 5,000 will also be required.

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.

There was no reported revenues or costs in the three months ended December 31, 2024 and 2023 for discontinued operations.

GRIFFON CORPORATION AND SUBSIDIARIES

1 unchanged sentence

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

In the quarter ended June 30, 2024, CPP incurred pre-tax restructuring and related exit costs approximating $ 18,688 , comprised of cash charges totaling $ 4,191 and non-cash, asset-related charges of $ 14,497 .

The cash charges included $ 709 for one-time termination benefits and other personnel-related costs and $ 3,482 for facility exit costs.

Non-cash charges related to $ 14,497 recorded to adjust inventory to net realizable value.

In the nine months ended June 30, 2024, CPP incurred pre-tax restructuring and related exit costs approximating $ 33,489 , comprised of cash charges totaling $ 10,510 and non-cash, asset-related charges totaling $ 22,979 .

The cash charges included $ 3,038 for one-time termination benefits and other personnel-related costs and $ 7,472 for facility exit costs.

Non-cash charges related to $ 22,979 recorded to adjust inventory to net realizable value.

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 quarter ended June 30, 2023, cash charges totaled $ 3,862 which included $ 2,234 for one-time termination benefits and other personnel-related costs and $ 1,628 for facility exit costs.

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

NOTE 17 – RESTRUCTURING CHARGES

Griffon announced in May 2023 that CPP was expanding its global sourcing strategy to include long handled tools, material handling, and wood storage and organization product lines for the U.S.

This initiative was successfully completed as of September 30, 2024, ahead of the previously announced date of December 31, 2024.

As a result of this global sourcing expansion initiative, manufacturing operations have concluded at four manufacturing sites and four wood mills, resulting in a total facility footprint reduction of approximately 1.2 million square feet, or approximately 15 % of CPP's square footage, and a headcount reduction of approximately 600 .

The closed locations have met the held for sale criteria and have been classified as such on our Condensed Consolidated Balance Sheets as of December 31, 2024 and September 30, 2024.

The net book value of these properties as of December 31, 2024 and September 30, 2024 totaled $ 5,559 and $ 14,532 , respectively.

The adoption of an asset-light business model for these U.S.

products has positioned CPP to better serve customers with a more flexible and cost-effective sourcing model that leverages supplier relationships around the world, and improved its competitive positioning.

Implementation of this strategy over the duration of the project resulted in charges of $ 133,777 , which included $ 51,082 of cash charges for employee retention and severance, operational transition, and facility and lease exit costs, and $ 82,695 of non-cash charges primarily related to asset write-downs.

In addition, there were $ 2,678 of capital investments to effectuate the project.

This excludes cash proceeds from the sale of real estate and equipment, which at the conclusion of the project as of September 30, 2024 totaled $ 13,271 , and excludes future proceeds from the sale of remaining real estate and equipment designated as held for sale on the condensed consolidated balance sheets.

During the quarter ended December 31, 2024, cash proceeds related to the sale of the remaining real estate and equipment held for sale totaled $ 17,155 .

In the quarter ended December 31, 2023, CPP incurred pre-tax restructuring and related exit costs approximating $ 12,400 , comprised of cash charges totaling $ 3,918 and non-cash, asset-related charges of $ 8,482 .

The cash charges included $ 1,847 for one-time termination benefits and other personnel-related costs and $ 2,071 for facility exit costs.

Non-cash charges included a $ 22,018 impairment charge related to certain fixed assets at several manufacturing locations and $ 37,100 to adjust inventory to net realizable value.

Non-cash charges of $ 8,482 were recorded to adjust inventory to its net realizable value.

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 June 30, For the Nine Months Ended June 30,

2024 2023 2024 2023

For the Three Months Ended December 31,

Cost of goods and services $ 11,646

1 unchanged sentence

Total restructuring charges $ 12,400

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

2024 2023 2024 2023

For the Three Months Ended December 31,

Personnel related costs $ 1,847

5 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 nine months ended June 30, 2024 and 2023:

The following tables summarizes the accrued liabilities of the Company's restructuring actions for the three months ended December 31, 2024 and 2023:

Cash Charges Non-Cash

2 unchanged sentences

Accrued liability at September 30, 2024 $ 8,182 $ 4,816 $ — $ 12,998

Q1 Restructuring charges 1,847 2,071 8,482 12,400

Q1 Cash payments ( 5,009 ) ( 1,064 ) — ( 6,073 )

Q1 Non-cash charges — — ( 8,482 ) ( 8,482 )

Accrued liability at December 31, 2024 $ 3,173 $ 3,752 $ — $ 6,925

Q2 Restructuring charges 482 1,919 — 2,401

Q2 Cash payments ( 608 ) ( 1,919 ) — ( 2,527 )

Accrued liability at March 31, 2024 $ 8,613 $ 4,260 $ — $ 12,873

Q3 Restructuring charges 709 3,482 14,497 18,688

Q3 Cash payments ( 2,671 ) ( 4,345 ) — ( 7,016 )

Q3 Non-cash charges — — ( 14,497 ) ( 14,497 )

Accrued liability at June 30, 2024 $ 6,651 $ 3,397 $ — $ 10,048

___________________

(1) Non-cash charges in Facility and Other Costs represent non-cash impairment charges to adjust inventory to net realizable value.

Cash Charges Non-Cash

2 unchanged sentences

Accrued liability at September 30, 2023 $ 14,107 $ 5,551 $ — $ 19,658

Q1 Cash payments ( 74 ) ( 93 ) — ( 167 )

Accrued liability at December 31, 2022 $ 312 $ 171 $ — $ 483

Q1 Restructuring charges 1,847 2,071 8,482 12,400

1 unchanged sentence

Q1 Non-cash charges — ( 8,482 ) ( 8,482 )

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

Accrued liability at December 31, 2023 $ 8,739 $ 4,260 $ — $ 12,999

______________________

(2) Non-cash charges in Facility and Other Costs represent the non-cash impairment charges related to certain fixed assets at several manufacturing sites and to adjust inventory to net realizable value.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(1) Non-cash charges in Facility and Other Costs represent non-cash impairment charges to adjust inventory to its net realizable value.

NOTE 18 – OTHER INCOME (EXPENSE)

For the quarters ended June 30, 2024 and 2023, Other income (expense) of $ 350 and $ 1,475 , respectively, includes ($ 120 ) and $ 590 , 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 expense of $ 34 and $ 217 , respectively, and net investment income of $ 10 and $ 336 , respectively.

Other income (expense) also includes royalty income of $ 549 and $ 438 for the three months ended June 30, 2024 and 2023, respectively.

For the nine months ended June 30, 2024 and 2023, Other income (expense) of $ 1,608 and $ 2,375 , respectively, includes $ 72 and $ 492 , 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 expense of $ 103 and $ 650 , respectively, as well as $ 95 and $ 444 , respectively, of net investment income.

Other income (expense) also includes royalty income of $ 1,649 and $ 1,463 for the nine months ended June 30, 2024 and 2023, respectively.

For the quarters ended December 31, 2024 and 2023, Other income (expense) of $ 1,832 and $ 632 , respectively, includes $ 440 and $ 13 , 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 $ 301 and $( 34 ), respectively, and net investment income of $ 70 and $ 56 , respectively.

Other income (expense) also includes royalty income of $ 590 and $ 592 for the three months ended December 31, 2024 and 2023, 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 short-term warranty liability was $ 14,414 as of June 30, 2024 and $ 20,781 as of September 30, 2023.

The long-term warranty liability was $ 1,239 at both June 30, 2024 and September 30, 2023.

Changes in Griffon’s warranty liability for the three and nine months ended June 30, 2024 and 2023 were as follows:

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

2024 2023 2024 2023

The short-term warranty liability was $ 13,123 as of December 31, 2024 and $ 13,050 as of September 30, 2024.

The long-term warranty liability was $ 1,239 at both December 31, 2024 and September 30, 2024.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unless otherwise indicated, references to years or year-end refer to Griffon’s fiscal period ending September 30)

Changes in Griffon’s warranty liability, included in Accrued liabilities, for the three months ended December 31, 2024 and 2023 were as follows:

Three Months Ended December 31,

Balance, beginning of period $ 13,050 $ 20,781

2 unchanged sentences

Balance, end of period $ 13,123 $ 15,461

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 20 – OTHER COMPREHENSIVE INCOME (LOSS)

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

For the Three Months Ended June 30,

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

Foreign currency translation adjustments $ ( 827 ) $ — $ ( 827 ) $ 2,309 $ — $ 2,309

Pension and other defined benefit plans 673 ( 141 ) 532 943 ( 196 ) 747

Cash flow hedges ( 1,324 ) 397 ( 927 ) ( 3,916 ) 1,175 ( 2,741 )

Total other comprehensive income (loss) $ ( 1,478 ) $ 256 $ ( 1,222 ) $ ( 664 ) $ 979 $ 315

For the Nine Months Ended June 30,

For the Three Months Ended December 31,

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 June 30, 2024 At September 30, 2023

At December 31, 2024 At September 30, 2024

Foreign currency translation adjustments $ ( 58,604 ) $ ( 38,586 )

3 unchanged sentences

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

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

For the Three Months Ended December 31,

Gain (Loss) 2024 2023

28 unchanged sentences

Components of operating lease costs are as follows:

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

2024 2023 2024 2023

For the Three Months Ended December 31,

Fixed $ 11,634 $ 11,574

Variable (a), (b)

2,472 2,067 7,382 8,085

Short-term (b)

808 2,201 3,470 6,249

Total $ 15,544 $ 15,629

3 unchanged sentences

Supplemental cash flow information were as follows:

For the Nine Months Ended June 30,

For the Three Months Ended December 31,

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:

June 30, 2024 September 30, 2023

December 31, 2024 September 30, 2024

Operating Leases:

11 unchanged sentences

Total financing lease liabilities $ 361 $ 410

(1) Finance lease assets are recorded net of accumulated depreciation of $ 1,466 and $ 6,769 as of June 30, 2024 and September 30, 2023, respectively.

On September 28, 2023, the Company closed on the exercise of its lease purchase option, as permitted under the lease agreement, to acquire ownership of the manufacturing facility located in Ocala, Florida for a cash purchase price of $ 23,207 .

The Ocala lease had a maturity date in 2025 and bore interest at a fixed rate of approximately 5.6 %.

As a result of exercising the purchase option, the Company no longer has any future lease obligations related to this real estate.

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 June 30, 2024 are as follows (in thousands):

(1) Finance lease assets are recorded net of accumulated depreciation of $ 1,287 and $ 1,463 as of December 31, 2024 and September 30, 2024, respectively.

The aggregate future maturities of lease payments for operating leases and finance leases as of December 31, 2024 are as follows:

Operating Leases Finance Leases

9 unchanged sentences

Present value of lease liabilities $ 181,391 $ 361

(a) Excluding the nine months ended June 30, 2024.

(a) Excluding the quarter ended December 31, 2024.

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 June 30, 2024 were as follows:

Average lease terms and discount rates at December 31, 2024 were as follows:

Weighted-average remaining lease term (years):

15 unchanged sentences

Performance of the RI/FS is expected to be completed in 2025.

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

ISCP functioned solely as a real estate holding company and has not held any real property for over three decades.

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

ISCP functioned solely as a real estate holding company and has not held any real property in over three decades.

Griffon does not acknowledge any responsibility to perform any investigation or remediation at the Peekskill Site.

8 unchanged sentences

The TDEC has also indicated that it will proceed with this investigation if the EPA does not act.

Since 2021, there has been no further action by the EPA or TDEC relating to the Memphis site.

It is unknown whether the EPA will add the Memphis Site to the National Priorities List, whether a site investigation will reveal contamination and, if there is contamination, the extent of any such contamination.

14 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