GRIFFON CORP

Previous wording

The global sourcing strategy expansion is expected to be complete by the end of calendar 2024. Over that period, CPP expects to reduce its facility footprint by approximately 1.2 million square feet, or approximately 15% of CPP's square footage, and its headcount by approximately 600. Operations have ceased at Camp Hill and Harrisburg, PA; Fairfield, IA; and four wood mills. The final facility, in Grantsville, MD, is expected to close by March 2024.

Current wording

The global sourcing strategy expansion is expected to be complete by the end of calendar 2024. By that time, CPP expects to reduce 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.

Previous wording

– Strategic review - retention and other of $8,232 ($6,222, net of tax, or $0.11 per share);

Current wording

– Strategic review - retention and other of $7,334 ($5,497, net of tax, or $0.11 per share);

Previous wording

– Discrete and certain other tax provisions, net, of $783 or $0.02 per share.

Current wording

– Discrete and certain other tax provisions, net, of $393 or $0.01 per share.

Previous wording

Excluding these items from the respective periods, net income would have been $55,267, or $1.07 per share in the current year period ended December 31, 2023 compared to $47,421, or $0.86 per share, in the prior year period.

Current wording

Excluding these items from the respective periods, net income would have been $122,777, or $2.42 per share in the current year period ended March 31, 2024 compared to $114,357, or $2.07 per share, in the prior year period.

Previous wording

Griffon evaluates performance based on adjusted net income and the related adjusted earnings per share, which excludes restructuring charges, non-cash impairment charges, loss from debt extinguishment, acquisition related expenses and discrete and certain other tax items, as well as other items that may affect comparability, as applicable. Griffon believes this information is useful to investors for the same reason. The following table provides a reconciliation of net income from operations to adjusted net income and earnings per share to adjusted earnings per share:

Current wording

Griffon evaluates performance based on adjusted net income (loss) and the related adjusted earnings (loss) per share, which excludes restructuring charges, non-cash impairment charges, loss from debt extinguishment, acquisition related expenses and discrete and certain other tax items, as well as other items that may affect comparability, as applicable, non-GAAP measures. Griffon believes this information is useful to investors for the same reason. The following table provides a reconciliation of net income (loss) from operations to adjusted net income and earnings (loss) per share to adjusted earnings per share:

Previous wording

(1) For the quarter ended December 31, 2023, restructuring charges relate to the CPP global sourcing expansion, of which $11,646 are included in Cost of goods and services and $754 are included in SG&A.

Current wording

(1) For the three months ended March 31, 2024 and 2023, restructuring charges relate to the CPP global sourcing expansion, of which $1,334 and $74,645, respectively, is included in Cost of goods and services and $1,067 and $3,689, respectively, is included in SG&A. For the six months ended March 31, 2024 and 2023, restructuring charges relate to the CPP global sourcing expansion, of which $12,980 and $74,645, respectively, are included in Cost of goods and services and $1,821 and $3,689, respectively, are included in SG&A.

Previous wording

(3) Discrete and certain other tax provisions (benefits) primarily relate to the impact of a rate differential between statutory and annual effective tax rate on items impacting the quarter.

Current wording

(3) Discrete and certain other tax provisions (benefits) primarily relate to the impact of a rate differential between the statutory and annual effective tax rates on items impacting the quarter.

Previous wording

Griffon evaluates performance and allocates resources based on each segment adjusted EBITDA, a non-GAAP measure, which is defined as income before taxes, excluding interest income and expense, depreciation and amortization, unallocated amounts (mainly corporate overhead), strategic review charges, non-cash impairment charges, restructuring charges, and acquisition related expenses, as well as other items that may affect comparability, as applicable. Griffon believes this information is useful to investors for the same reason. See table provided in Note 12 - Business Segments for a reconciliation of adjusted EBITDA to income before taxes.

Current wording

Griffon evaluates performance and allocates resources based on each segment adjusted EBITDA, a non-GAAP measure, which is defined as income (loss) before taxes, excluding interest income and expense, depreciation and amortization, unallocated amounts (mainly corporate overhead), strategic review charges, non-cash impairment charges, restructuring charges, and acquisition related expenses, as well as other items that may affect comparability, as applicable. Griffon believes this information is useful to investors for the same reason. See table provided in Note 12 - Business Segments for a reconciliation of adjusted EBITDA to income (loss) before taxes.

Previous wording

For the quarter ended December 31, 2023, adjusted EBITDA of $124,719 was consistent with the prior year quarter. Adjusted EBITDA reflected reduced material costs and favorable pricing and mix offset by the unfavorable impact of reduced volume, noted above, and increased labor and distribution costs.

Current wording

For the quarter ended March 31, 2024, adjusted EBITDA of $128,924 decreased $2,947 or 2%, compared to $131,871 in the prior year quarter. The unfavorable variance to the prior year resulted from the decreased revenue noted above, and increased labor and distribution costs, partially offset by reduced material costs.

Previous wording

For the quarters ended December 31, 2023 and 2022, segment depreciation and amortization decreased $213 compared to the prior year period due to fully depreciated assets.

Current wording

For the quarter ended March 31, 2024, segment depreciation and amortization remained consistent with the prior year quarter. For the six months ended March 31, 2024, segment depreciation and amortization decreased $252 compared to the prior year period due to fully depreciated assets.

Previous wording

For the quarter ended December 31, 2023, revenue decreased $5,449, or 2%, compared to the prior year period primarily due to decreased volume driven by reduced consumer demand in North America.

Current wording

For the quarter ended March 31, 2024, revenue decreased $33,507, or 11%, compared to the prior year quarter primarily due to decreased volume driven by reduced consumer demand in North America and the U.K., partially offset by increased volume in Australia.

Previous wording

For the quarter ended December 31, 2023, adjusted EBITDA was $5,539 compared to $(1,809) in the prior year quarter, an increase of $7,348. The variance to the prior year was primarily due to decreased North American production costs, partially offset by the unfavorable impact of the reduced volume, noted above.

Current wording

For the quarter ended March 31, 2024, adjusted EBITDA of $20,121 increased $486 or 2% compared to $19,635 in the prior year quarter. The variance to the prior year was primarily due to improved North American production costs and decreased discretionary spending, partially offset by the unfavorable impact of the reduced volume noted above.

Previous wording

For the quarter ended December 31, 2023, segment depreciation and amortization decreased $2,070 compared to the prior year period, primarily related to fully depreciated assets and the write-down of certain fixed assets at several manufacturing facilities in connection with restructuring activities.

Current wording

For the quarter and six months ended March 31, 2024, segment depreciation and amortization decreased $2,132 and $4,202, respectively, compared to the prior year period, primarily related to fully depreciated assets and the write-down of certain fixed assets at several manufacturing facilities in connection with restructuring activities.

Previous wording

The global sourcing strategy expansion is expected to be complete by the end of calendar 2024. Over that period, CPP expects to reduce its U.S. facility footprint by approximately 1.2 million square feet, or 15% of CPP's square footage, and its headcount by approximately 600. Operations have ceased at Camp Hill and Harrisburg, PA; Fairfield, IA; and four wood mills. The final facility, in Grantsville, MD, is expected to close by March 2024.

Current wording

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 U.S. facility footprint by approximately 1.2 million square feet, or 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.

Previous wording

In the quarter ended December 31, 2023, CPP incurred pre-tax restructuring charges of $12,400 consisting of cash charges of $3,918 and non-cash, asset related charges of $8,482 to adjust inventory to net realizable value. The cash charges included $1,847 for one-time termination benefits and other personnel-related costs and $2,071 for facility exit and other related costs. Since inception, cash charges totaled $37,454 and non-cash, asset-related charges totaled $67,414; the cash charges included $18,619 for one-time termination benefits and other personnel-related costs and $18,835 for facility exit and other related costs. Non-cash charges included a $22,018 impairment charge related to certain fixed assets at several manufacturing locations and $45,396 to adjust inventory to net realizable value.

Current wording

In the six months ended March 31, 2024, CPP incurred pre-tax restructuring charges of $14,801 consisting of cash charges of $6,319 and non-cash, asset related charges of $8,482 to adjust inventory to net realizable value. The cash charges included $2,329 for one-time termination benefits and other personnel-related costs and $3,990 for facility exit and other related costs. Since inception, cash charges totaled $39,855 and non-cash, asset-related charges totaled $67,414; the cash charges included $19,101 for one-time termination benefits and other personnel-related costs and $20,754 for facility exit and other related costs. Non-cash charges included a $22,018 impairment charge related to certain fixed assets at several manufacturing locations and $45,396 to adjust inventory to net realizable value.

Previous wording

For the quarter ended December 31, 2023, unallocated amounts, excluding depreciation, consisted primarily of corporate overhead costs totaling $13,907 compared to $13,776 in the prior year quarter. The increase in the current quarter compared to the prior year periods, primarily relates to increased incentive and equity compensation, medical claims, and travel expenses.

Current wording

For the quarter ended March 31, 2024, unallocated amounts, excluding depreciation, consisted primarily of corporate overhead costs totaling $14,814 compared to $14,630 in the prior year quarter; for the six months ended March 31, 2024, unallocated amounts totaled $28,721 compared to $28,406 in the prior year period. The increase in both the current quarter and six month periods, compared to their respective comparable prior year periods, primarily relates to increases in Employee Stock Ownership Plan (ESOP) expenses driven by the increase in Griffon's share price, partially offset by a decrease in other compensation related expenses.

Previous wording

During the three months ended December 31, 2023 and 2022, we incurred strategic review expenses of $4,658 ($3,500, net of tax) and $8,232 ($6,222, net of tax), respectively, primarily for retention payments and other associated costs related to the strategic review process that concluded in April 2023.

Current wording

During the three months ended March 31, 2024 and 2023, we incurred strategic review expenses of $2,676 ($1,997, net of tax) and $6,190 ($4,658, net of tax), respectively, and during the six months ended March 31, 2024 and 2023, we incurred strategic review expenses of $7,334 ($5,497, net of tax) and $14,422 ($10,880, net of tax), respectively, primarily for retention payments and other associated costs related to the strategic review process that concluded in April 2023.

Previous wording

During the three months ended December 31, 2023, we did not incur any non-recurring proxy expenses. During the quarter ended December 31, 2022, non-recurring proxy expenses of $1,503 ($1,153, net of tax) related to a settlement entered into with a shareholder that had submitted a slate of director nominees.

Current wording

During the three and six months ended March 31, 2024, we did not incur any non-recurring proxy expenses. During the three and six months ended March 31, 2023, non-recurring proxy expenses of $614 ($471, net of tax) and $2,117 ($1,624, net of tax), respectively, were recorded in SG&A, and related to a settlement entered into with a shareholder that had submitted a slate of director nominees.

Previous wording

For the quarter ended December 31, 2023, segment depreciation and amortization of $14,690 decreased $2,283 compared to $16,973 in the prior year quarter; the decrease primarily relates to fully depreciated assets and the write-down of certain fixed assets at several manufacturing facilities in connection with CPP's restructuring activities.

Current wording

For the three months ended March 31, 2024, segment depreciation and amortization of $14,943 decreased $2,171 compared to $17,114 in the prior year quarter, and for the six months ended March 31, 2024, segment depreciation and amortization of $29,633 decreased $4,454 compared to $34,087 in the prior year period. The decrease in both the three and six months ended March 31, 2024, primarily relates to fully depreciated assets and the write-down of certain fixed assets at several manufacturing facilities in connection with CPP's restructuring activities.

Previous wording

For the quarters ended December 31, 2023 and 2022, Other income (expense) of $632 and $607, respectively, includes $13 and $67, 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 $34 and $216, respectively, and net investment income of $56 and $33, respectively. Other income (expense) also includes rental income of $0 and $212 and royalty income of $592 and $549 for the three months ended December 31, 2023 and 2022, respectively.

Current wording

For the quarters ended March 31, 2024 and 2023, Other income (expense) of $626 and $293, respectively, includes $179 and ($164), 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 $35 and $217, respectively, and net investment income of $29 and $74, respectively. Other income (expense) also includes royalty income of $509 and $476 for the three months ended March 31, 2024 and 2023, respectively.

Previous wording

During the quarter ended December 31, 2023, the Company recognized a tax provision of $17,965 on income before taxes of $60,142, compared to $19,318 on income before taxes of $68,020 in the prior year quarter. The current 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), gain on sale of building of $547 ($406, net of tax); and discrete and certain other tax provisions, net, that affect comparability of $783. The prior year quarter results included strategic review - retention and other of $8,232 ($6,222, net of tax); proxy costs of $1,503 ($1,153, net of tax); gain on the sale of building $10,852 ($8,323, net of tax); and discrete and certain other tax benefits, net, that affect comparability of $333. Excluding these items, the effective tax rates for the quarters ended December 31, 2023 and 2022 were 27.9% and 29.1%, respectively.

Current wording

During the quarter ended March 31, 2024, the Company recognized a tax provision of $24,430 on income before taxes of $88,573, compared to a tax benefit of $27,904 on a loss before taxes of $90,159 in the prior year quarter. The current year quarter results included strategic review costs - retention and other of $2,676 ($1,997, net of tax), restructuring charges of $2,401 ($1,769, net of tax), gain on sale of building of $11 ($9, net of tax); and discrete and certain other tax benefits, net, that affect comparability of $390. The prior year quarter results included strategic review - 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 expenses of $614 ($471, net of tax); and discrete and certain other tax benefits, net, that affect comparability of $8,723. Excluding these items, the effective tax rates for the quarters ended March 31, 2024 and 2023 were 27.9% and 29.5%, respectively.

Previous wording

For the quarters ended December 31, 2023 and 2022, stock based compensation expense, which includes expense for both restricted stock grants and the ESOP, totaled $6,417 and $6,742, respectively.

Current wording

For the quarters ended March 31, 2024 and 2023, stock based compensation expense, which includes expense for both restricted stock grants and the ESOP, totaled $6,257 and $6,593, respectively. For the six months ended March 31, 2024 and 2023, stock based compensation expense totaled $12,674 and $13,335, respectively.

Previous wording

For the quarter ended December 31, 2023, total other comprehensive income, net of taxes, of $10,475 included a gain of $10,238 from foreign currency translation adjustments primarily due to the strengthening of the Euro, British Pound and Australian and Canadian Dollars, all in comparison to the U.S. Dollar; a $532 benefit from pension amortization; and a $295 loss on cash flow hedges.

Current wording

For the quarter ended March 31, 2024, total other comprehensive loss, net of taxes, of $4,896 included a loss of $7,199 from foreign currency translation adjustments primarily due to the weakening of the Euro, British Pound and Australian and Canadian Dollars, all in comparison to the U.S. Dollar; partially offset by a $531 benefit from pension amortization and a $1,772 gain on cash flow hedges.

Previous wording

For the quarter ended December 31, 2022, total other comprehensive income, net of taxes, of $12,219 included a gain of $11,937 from foreign currency translation adjustments primarily due to the strengthening of the Euro, Australian Dollars and British Pound, all in comparison to the US Dollar; a $862 benefit from pension amortization; and a $580 loss on cash flow hedges.

Current wording

For the six months ended March 31, 2023, total other comprehensive income, net of taxes, of $14,832 included a gain of $12,271 from foreign currency translation adjustments primarily due to the strengthening of the Euro, Canadian and Australian Dollars and British Pound, all in comparison to the US Dollar; a $1,608 benefit from pension amortization of actuarial losses; and a $953 gain on cash flow hedges.

Previous wording

At December 31, 2023 and September 30, 2023, Griffon’s liabilities for discontinued operations primarily relate to insurance claims, income taxes, product liability, warranty and environmental reserves totaling $8,703 and $11,798, respectively. Griffon's assets for discontinued operations primarily relates to insurance claims. There was no reported revenues or costs in the three months ended December 31, 2023 and 2022 for discontinued operations.

Current wording

At March 31, 2024 and September 30, 2023, Griffon’s liabilities for discontinued operations primarily relate to insurance claims, income taxes, product liability, warranty and environmental reserves totaling $7,994 and $11,798, respectively. Griffon's assets for discontinued operations primarily relate to insurance claims. There was no reported revenues or costs in the three and six months ended March 31, 2024 and 2023 for discontinued operations.

Previous wording

As of December 31, 2023, the amount of cash, cash equivalents and marketable securities held by foreign subsidiaries was $64,100. Our intent is to permanently reinvest these funds outside the U.S., and we do not currently anticipate that we will need funds generated from foreign operations to fund our domestic operations. The Company may repatriate cash from its non-U.S. subsidiaries if the Company determines that it is beneficial to the Company and tax efficient. The Company has accrued a deferred tax liability for withholding taxes on previously taxed earnings and profit (PTEP) which are not considered permanently reinvested. In the event we determine that funds from foreign operations are needed to fund operations in the U.S., we will be required to accrue and pay U.S. taxes to repatriate these funds (unless applicable U.S. taxes have already been paid).

Current wording

As of March 31, 2024, the amount of cash, cash equivalents and marketable securities held by foreign subsidiaries was $69,900. Funds held outside the U.S. may be subject to foreign withholding taxes if repatriated to the U.S. Funds held outside the U.S. are typically used for foreign operating needs or reinvested to fund expansion of existing non-U.S. businesses. The Company has accrued a deferred tax liability for withholding taxes on previously taxed earnings and profit (PTEP) which are not considered permanently reinvested.

Previous wording

Griffon's primary sources of liquidity are cash flows generated from operations, cash on hand and our secured $500,000 revolving credit facility ("Revolver"), which matures in August 2028. During the quarter ended December 31, 2023, the Company generated $146,058 of net cash from operating activities and, as of December 31, 2023, the Company had $465,538 available, subject to certain loan covenants, for borrowing under the Revolver. The Company had cash and cash equivalents of $110,546 at December 31, 2023.

Current wording

Griffon's primary sources of liquidity are cash flows generated from operations, cash on hand and our secured $500,000 revolving credit facility ("Revolver"), which matures in August 2028. During the six months ended March 31, 2024, the Company generated $185,860 of net cash from operating activities and, as of March 31, 2024, the Company had $317,538 available, subject to certain loan covenants, for borrowing under the Revolver. The Company had cash and cash equivalents of $123,030 at March 31, 2024.

Previous wording

Cash provided by operating activities for the quarter ended December 31, 2023 was $146,058 compared to $75,480 in the prior year period. The variance was due to increased cash generated from operations at HBP and a decrease in working capital across all businesses, primarily inventory and accounts receivable, and an increase in accounts payable and accrued liabilities.

Current wording

Cash flows provided by operating activities for the six months ended March 31, 2024 was $185,860 compared to $161,636 in the prior year period. The variance was due to increased cash generated from operations and a decrease in net working capital across all businesses, primarily inventory, partially offset by an increase in accounts receivable.

Previous wording

Cash flows used in investing activities is primarily comprised of capital expenditures and proceeds from the sale of businesses, investments and property, plant and equipment. During the quarter ended December 31, 2023, cash used in investing activities was $13,543 compared to cash provided by investing activities of $4,521 in the prior year period. In the current quarter, cash flows used in investing activities primarily consisted of capital expenditures of $14,330, partially offset by proceeds totaling $787 primarily from the sale of a building. In the prior year quarter, cash flows provided by investing activities consisted of proceeds totaling $11,815, primarily from the sale of a building, partially offset by capital expenditures of $4,726 and a working capital adjustment payment of $2,568 related to the sale of Telephonics.

Current wording

Cash flows used in investing activities is primarily comprised of capital expenditures and proceeds from the sale of businesses, investments and property, plant and equipment. During the six months ended March 31, 2024, cash flows used in investing activities was $32,017 compared to $2,571 in the prior year period. Cash flows used in investing activities in the current period primarily consisted of capital expenditures of $33,289, partially offset by proceeds totaling $1,272 primarily from the sale of a building. In the prior year period, cash flows used in investing activities consisted of capital expenditures of $11,837 and a working capital adjustment payment of $2,568 related to the sale of Telephonics, partially offset by proceeds totaling $11,834, primarily from the sale of a building.

Previous wording

During the quarter ended December 31, 2023, cash used in financing activities totaled $123,947 compared to $78,363 in the prior year period. Cash used in financing activities in the current period consisted of net repayments of long-term debt of $32,360, primarily related to the Revolver, the purchase of shares of common stock in connection with the board authorized share repurchase program and the purchase of common stock withheld to satisfy tax obligations in connection with the vesting of restricted stock totaling $81,449 and the payment of dividends of $9,965. Cash provided by financing activities in the prior year period consisted primarily of net repayments of long-term debt of $57,716, purchases of common stock withheld to satisfy tax obligations in connection with the vesting of restricted stock of $12,735 and the payment of dividends of $7,126 and financing costs of $744.

Current wording

During the six months ended March 31, 2024, cash used in financing activities totaled $132,043 compared to $99,631 in the prior year period. Cash flows used in financing activities in the current period consisted of the purchase of shares of common stock in connection with the board authorized share repurchase program and the purchase of common stock withheld to satisfy tax obligations in connection with the vesting of restricted stock totaling $222,421 and the payment of dividends of $21,676, partially offset by net proceeds of long-term debt of $112,316, primarily related to the Revolver. Cash flows used in financing activities in the prior year period consisted primarily of net repayments of long-term debt of $73,691, purchases of common stock withheld to satisfy tax obligations in connection with the vesting of restricted stock of $12,989 and the payment of dividends of $12,824.

Previous wording

During the quarter ended December 31, 2023, 221,229 shares, with a market value of $11,604, or $52.45 per share, were withheld to settle employee taxes due upon the vesting of restricted stock, and were added to treasury stock.

Current wording

During the six months ended March 31, 2024, 595,929 shares, with a market value of $34,326, or $57.60 per share, were withheld to settle employee taxes due upon the vesting of restricted stock, and were added to treasury stock.

Previous wording

During the quarter ended December 31, 2023, the Board of Directors approved and paid a quarterly cash dividend 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.

Current wording

During the six months ended March 31, 2024, the Board of Directors approved and paid two 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.

Previous wording

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 from August 3, 2016 and August 1, 2018 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. Share repurchases during the quarter ended December 31, 2023 totaled 1,634,454 shares of common stock, for a total of $69,640, or an average of $42.61 per share. As of December 31, 2023, $237,543 remained under these Board authorized repurchase programs. During the quarter ended and as of December 31, 2023, $696 and $1,997, respectively, were accrued for excise taxes for share repurchases.

Current wording

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 from August 3, 2016 and August 1, 2018 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. Share repurchases during the six months ended March 31, 2024 totaled 3,437,878 shares of common stock, for a total of $187,024, or an average of $54.40 per share. This includes the repurchase of 1,500,000 shares repurchased 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 March 31, 2024, $120,158 remained under these Board authorized repurchase programs. During the six months ended and as of March 31, 2024, $1,411 and $2,712, respectively, were accrued for excise taxes for share repurchases.

Previous wording

During the quarter ended December 31, 2023 and 2022, cash used in discontinued operations from operating activities of $2,926 and $1,953, respectively, primarily related to the settling of certain liabilities and environmental costs.

Current wording

During the six months ended March 31, 2024 and 2023, cash used in discontinued operations from operating activities of $3,273 and $2,598, respectively, primarily related to the settling of certain liabilities and environmental costs.

Previous wording

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 $945,532 on December 31, 2023 based upon quoted market prices (level 1 inputs). At December 31, 2023, $8,415 of underwriting fees and other expenses incurred remained to be amortized.

Current wording

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 $950,406 on March 31, 2024 based upon quoted market prices (level 1 inputs). At March 31, 2024, $7,910 of underwriting fees and other expenses incurred remained to be amortized.

Previous wording

On August 1, 2023, Griffon amended and restated its Credit Agreement (as amended, "Credit Agreement"). The amendment increased the maximum borrowing availability on its revolving credit facility from $400,000 to $500,000 (the "Revolver") 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 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 includes a multi-currency sub-facility of $200,000.

Current wording

On August 1, 2023, Griffon amended and restated its Credit Agreement (as amended, "Credit Agreement"). The amendment increased the maximum borrowing availability on its revolving credit facility from $400,000 to $500,000 (the "Revolver") 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 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.

Previous wording

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% (7.46% at December 31, 2023), SONIA loans accrue interest at SONIA Base

Current wording

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% (7.43% at March 31, 2024); SONIA loans accrue interest at SONIA Base Rate plus a credit adjustment spread and a margin of 2.00% (7.22% at March 31, 2024); and base rate loans accrue interest at prime rate plus a margin of 1.00% (9.50% at March 31, 2024).

Previous wording

At December 31, 2023, under the Revolver, there were $21,500 in outstanding borrowings; outstanding standby letters of credit were $12,962; and $465,538 was available, subject to certain loan covenants, for borrowing at that date.

Current wording

At March 31, 2024, under the Revolver, there were $169,500 in outstanding borrowings; outstanding standby letters of credit were $12,962; and $317,538 was available, subject to certain loan covenants, for borrowing at that date.

Previous wording

On January 24, 2022, Griffon amended and restated its Credit Agreement to provide for a new $800,000 Term Loan B facility, due January 24, 2029, in addition to the Revolver. 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% (7.75% as of December 31, 2023). The Term Loan B was issued at 99.75% of par value. In connection with this amendment, Griffon capitalized $15,466 of underwriting fees and other expenses incurred, which are being amortized over the term of the loan.

Current wording

On January 24, 2022, Griffon amended and restated its Credit Agreement to provide for a new $800,000 Term Loan B facility, due January 24, 2029, in addition to the Revolver. 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% (7.70% as of March 31, 2024). The Term Loan B was issued at 99.75% of par value. In connection with this amendment, Griffon capitalized $15,466 of underwriting fees and other expenses incurred, which are being amortized over the term of the loan.

Previous wording

The Term Loan B facility requires 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 ending 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. 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 a charge of $437 and $6,296 on the prepayment of debt in 2023 and 2022, respectively. The charges were comprised of write-offs of underwriting fees and other expenses of $386 and $5,575 for 2023 and 2022, respectively, and the original issue discount of $51 and $721 for 2023 and 2022, respectively. 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 as the Revolver on an equal and ratable basis. The fair value of the Term Loan B facility approximated $462,153 on December 31, 2023 based upon quoted market prices (level 1 inputs). At December 31, 2023, $6,708 of underwriting fees and other expenses incurred, remained to be amortized. At December 31, 2023, $461,000 of the Term Loan B was outstanding.

Current wording

The Term Loan B facility requires 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 ending 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. 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 a charge of $437 and $6,296 on the prepayment of debt in 2023 and 2022, respectively. The charges were comprised of write-offs of underwriting fees and other expenses of $386 and $5,575 for 2023 and 2022, respectively, and the original issue discount of $51 and $721 for 2023 and 2022, respectively. 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 as the Revolver on an equal and ratable basis. The fair value of the Term Loan B facility approximated $459,574 on March 31, 2024 based upon quoted market prices (level 1 inputs). At March 31, 2024, $6,378 of underwriting fees and other expenses incurred remained to be amortized. At March 31, 2024, $459,000 of the Term Loan B was outstanding.