0000050725-23-000047 | 10-Q | XBRL Viewer

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DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Policies)	9 Months Ended
	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information, and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these financial statements do not include all the information and footnotes required by US GAAP for complete financial statements. As such, they should be read together with Griffon’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022, which provides a more complete explanation of Griffon’s accounting policies, financial position, operating results, business, properties and other matters. In the opinion of management, these financial statements reflect all adjustments considered necessary for a fair statement of interim results. Griffon’s businesses, in particular its CPP operations, are seasonal; for this and other reasons, the financial results of the Company for any interim period are not necessarily indicative of the results for the full year. The condensed consolidated balance sheet information at September 30, 2022 was derived from the audited financial statements included in Griffon’s Annual Report on Form 10-K for the year ended September 30, 2022. The condensed consolidated financial statements include the accounts of Griffon and all subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. These estimates may be adjusted due to changes in economic, industry or customer financial conditions, as well as changes in technology or demand. Significant estimates include expected loss allowances for credit losses and returns, net realizable value of inventories, restructuring reserves, valuation of goodwill and intangible assets, assumptions associated with pension benefit obligations and income or expenses, useful lives associated with depreciation and amortization of intangible and fixed assets, warranty reserves, sales incentive accruals, assumption associated with stock based compensation valuation, income taxes and tax valuation reserves, environmental reserves, legal reserves, insurance reserves, the valuation of assets and liabilities of discontinued operations, assumptions associated with valuation of acquired assets and assumed liabilities of acquired companies and the accompanying disclosures. These estimates are based on management’s best knowledge of current events and actions Griffon may undertake in the future. Actual results may ultimately differ from these estimates. Certain amounts in the prior year have been reclassified to conform to current year presentation.
Fair Value Measurements	The carrying values of cash and equivalents, accounts receivable, accounts and notes payable, and revolving credit and variable interest rate debt approximate fair value due to either the short-term nature of such instruments or the fact that the interest rate of the revolving credit and variable rate debt is based upon current market rates. Applicable accounting guidance establishes a fair value hierarchy requiring the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the hierarchy is based on the lowest level of input that is significant to the fair value measurement. The accounting guidance establishes three levels of inputs that may be used to measure fair value, as follows: •Level 1 inputs are measured and recorded at fair value based upon quoted prices in active markets for identical assets. •Level 2 inputs include inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of assets or liabilities. •Level 3 inputs are unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
Inventories	Inventories are stated at the lower of cost (first-in, first-out or average cost) or net realizable value.
Recent Accounting Pronouncements	In October 2021, the Financial Accounting Standards Board ("FASB") issued ASU No. 2021-08, Business Combinations (Topic 805); Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This new guidance affects all entities that enter into a business combination within the scope of ASC 805-10. Under this new guidance, the acquirer should determine what contract assets and/or liabilities it would have recorded under ASC 606 (Revenue Guidance) as of the acquisition date, as if the acquirer had entered into the original contract at the same date and on the same terms as the acquirer. Under current U.S. GAAP, contract assets and contract liabilities acquired in a business combination are recorded by the acquirer at fair value. This update is effective for the Company beginning in fiscal 2023. Adoption of this standard did not have a material impact on our consolidated financial statements and the related disclosures. 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.

- Definition

Disclosure of inventory accounting policy for inventory classes, including, but not limited to, basis for determining inventory amounts, methods by which amounts are added and removed from inventory classes, loss recognition on impairment of inventories, and situations in which inventories are stated above cost.

+ References + Details

WARRANTY LIABILITY - Narrative (Details) - USD ($) $ in Thousands	9 Months Ended
	Jun. 30, 2023	Sep. 30, 2022
Product Warranty Liability [Line Items]
Warranty liability, current	$ 21,698	$ 16,786
Warranty liability, noncurrent	$ 1,240	$ 1,240
Home and Building Products \| Minimum
Product Warranty Liability [Line Items]
Product warranty period	1 year
Home and Building Products \| Maximum
Product Warranty Liability [Line Items]
Product warranty period	10 years
CPP
Product Warranty Liability [Line Items]
Product warranty period	90 days

GOODWILL AND OTHER INTANGIBLES

9 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND OTHER INTANGIBLES

Indicators of impairment were not present for any of Griffon's reporting units during the three months ended June 30, 2023. During the three months ended March 31, 2023, indicators of goodwill impairment were present for our CPP reporting units driven by a decrease in year-to-date and forecasted sales and operating results due to elevated customer inventory levels and reduced consumer demand. As such, in connection with the preparation of our financial statements for the second quarter ended March 31, 2023, we performed a quantitative assessment of the CPP reporting units goodwill using both an income based and market-based valuation approach. The impairment test performed during the second quarter ended March 31, 2023 did not result in a goodwill impairment. Indicators of impairment were not present for the HBP reporting unit during the second quarter ended March 31, 2023.

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


	At September 30, 2022		Hunter Acquisition (1)		At June 30, 2023
Consumer and Professional Products	$	144,537	$	(7,926)	$	136,611
Home and Building Products	191,253		—		191,253


Total	$	335,790	$	(7,926)	$	327,864
(1) The decrease is due to the final allocation of the purchase price for the Hunter acquisition primarily related to deferred taxes.

In connection with the preparation of our financial statements for the second quarter ended March 31, 2023, indicators of impairment were present for our CPP indefinite-lived intangible assets. As such, we determined the fair values of the indefinite-lived intangible assets by using a relief from royalty method, which estimates the value of a trademark by discounting to present value the hypothetical royalty payments that are saved by owning the asset rather than licensing it. We compared the estimated fair values to their carrying amounts. The impairment test resulted in a pre-tax, non-cash impairment charge of $100,000 ($74,256, net of tax) to the gross carrying amount of our trademarks. Indicators of impairment were not present for any of Griffon's indefinite-lived intangible assets during the three months ended June 30, 2023. The following table provides the gross carrying value and accumulated amortization for each major class of intangible assets:


	At June 30, 2023					At September 30, 2022
	Gross Carrying Amount		Accumulated Amortization		Average Life (Years)	Gross Carrying Amount		Accumulated Amortization
Customer relationships & other	$	444,602	$	108,510	23	$	442,085	$	91,143
Technology and patents	15,178		3,595		13	14,326		3,022
Total amortizable intangible assets	459,780		112,105			456,411		94,165
Trademarks	303,421		—			399,668		—
Total intangible assets	$	763,201	$	112,105		$	856,079	$	94,165

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

Amortization expense for intangible assets was $5,669 and $5,514 for the quarters ended June 30, 2023 and 2022, respectively, and $16,946 and $12,371 for the nine months ended June 30, 2023 and 2022, respectively. The increase in intangible assets and amortization is related to the Hunter acquisition. Amortization expense for the remainder of 2023 and the next five fiscal years and thereafter, based on current intangible balances and classifications, is estimated as follows: remaining in 2023 - $4,839; 2024 - $21,305; 2025 - $21,305; 2026 - $21,305; 2027 - $21,305; 2028 - $21,305; thereafter $236,311.

BUSINESS SEGMENTS - Segment EBITDA (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Segment Reporting Information [Line Items]
Adjusted EBITDA	$ 138,613		$ 134,815	$ 384,049	$ 333,325
Segment adjusted EBITDA	152,595		148,220	426,437	373,049
Depreciation and amortization	(15,669)		(17,688)	(50,036)	(47,021)
Debt extinguishment, net	0		(5,287)	0	(5,287)
Gain on sale of building	0		0	10,852	0
Intangible asset impairment	0	$ (100,000)	0	(100,000)	0
Fair value step-up of acquired inventory sold				0	(5,401)
Income before taxes from continuing operations	78,453		76,050	56,314	182,765
Operating Segments
Segment Reporting Information [Line Items]
Depreciation and amortization	(15,529)		(17,550)	(49,616)	(46,609)
Operating Segments \| Home and Building Products
Segment Reporting Information [Line Items]
Adjusted EBITDA	134,330		119,847	390,346	280,618
Depreciation and amortization	(3,868)		(4,116)	(11,525)	(12,778)
Operating Segments \| Consumer and Professional Products
Segment Reporting Information [Line Items]
Adjusted EBITDA	18,265		28,373	36,091	92,431
Depreciation and amortization	(11,661)		(13,434)	(38,091)	(33,831)
Segment Reconciling Items
Segment Reporting Information [Line Items]
Unallocated amounts, excluding depreciation	(13,982)		(13,405)	(42,388)	(39,724)
Net interest expense	(25,207)		(23,961)	(74,394)	(60,985)
Depreciation and amortization	(15,669)		(17,688)	(50,036)	(47,021)
Debt extinguishment, net	0		(5,287)	0	(5,287)
Gain on sale of building	0		0	10,852	0
Strategic review - retention and other	5,812		3,220	20,234	3,220
Proxy expenses	(568)		0	(2,685)	(6,952)
Acquisition costs	0		0	0	(9,303)
Restructuring charges	(3,862)		(5,909)	(82,196)	(12,391)
Intangible asset impairment	0		0	(100,000)	0
Special dividend ESOP charges	(9,042)		0	(9,042)	0
Fair value step-up of acquired inventory sold	$ 0		$ (2,700)	$ 0	$ (5,401)

LEASES - Narrative (Details)	Jun. 30, 2023 USD ($) lease	Sep. 30, 2022 USD ($)
Lessee, Lease, Description [Line Items]
Long-term debt	$ 1,546,458,000	$ 1,573,651,000
Finance Lease Obligation
Lessee, Lease, Description [Line Items]
Long-term debt	$ 12,056,000	$ 13,091,000
Troy, Ohio
Lessee, Lease, Description [Line Items]
Lessee, finance Lease, discount rate	5.00%
Lessee, finance lease buyout amount	$ 1
Ocala, Florida
Lessee, Lease, Description [Line Items]
Number of finance leases outstanding \| lease	1
Lessee, finance Lease, discount rate	5.60%
Lease renewal term	5 years

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

EARNINGS PER SHARE (EPS) (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Earnings Per Share [Abstract]
Common shares outstanding (in shares)	54,663	57,064	54,663	57,064
Unallocated ESOP shares (in shares)	(565)	(1,396)	(565)	(1,396)
Non-vested restricted stock (in shares)	(3,113)	(3,565)	(3,113)	(3,565)
Impact of weighted average shares (in shares)	1,319	(369)	1,655	(576)
Weighted average shares outstanding - basic (in shares)	52,304	51,734	52,640	51,527
Incremental shares from stock based compensation (in shares)	2,298	2,180	2,447	2,177
Weighted average shares outstanding - diluted (in shares)	54,602	53,914	55,087	53,704

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION	9 Months Ended
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION	DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION About Griffon Corporation Griffon Corporation (the “Company”, “Griffon”, "we" or "us") is a diversified management and holding company that conducts business through wholly-owned subsidiaries. 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. The Company was founded in 1959, is a Delaware corporation headquartered in New York, N.Y. and is listed on the New York Stock Exchange (NYSE:GFF). On August 1, 2023, Griffon amended its credit agreement to increase the total amount available for borrowing under its revolving credit facility from $400,000 to $500,000, extend the maturity date of the revolving credit facility from March 22, 2025 to August 1, 2028 and modify certain other provisions of the facility (the "Credit Agreement"). See Note 10, Long-Term Debt for further details. On June 27, 2022, we completed the sale of our Defense Electronics segment which consisted of our Telephonics subsidiary for $330,000 in cash, excluding customary post-closing adjustments. As a result, the results of operations of our Telephonics business is classified as a discontinued operation in the Consolidated Statements of Operations for all periods presented and the related assets and liabilities have been classified as assets and liabilities of discontinued operations in the consolidated balance sheets. Accordingly, all references made to results and information in this Quarterly Report on Form 10-Q are to Griffon's continuing operations, unless noted otherwise. On May 16, 2022, Griffon announced that its Board of Directors initiated a process to review a comprehensive range of strategic alternatives to maximize shareholder value including a sale, merger, divestiture, recapitalization or other strategic transaction, and on April 20, 2023, Griffon announced that its Board of Directors, after extensive evaluation and deliberation, determined that the ongoing execution of the Company’s strategic plan was the best way to maximize value for shareholders and unanimously decided to conclude its review. On January 24, 2022, Griffon acquired Hunter Fan Company (“Hunter”), a market leader in residential ceiling, commercial, and industrial fans, from MidOcean Partners (“MidOcean”) for a contractual purchase price of approximately $845,000. Hunter, which is part of Griffon's Consumer and Professional Products segment, complements and diversifies our portfolio of leading consumer brands and products. We financed the acquisition of Hunter with a new $800,000 seven year Term Loan B facility; we used a combination of cash on hand and revolving credit facility borrowings to fund the balance of the purchase price and related acquisition and debt expenditures. Griffon conducts its operations through two reportable segments: •Home and Building Products ("HBP") conducts its operations through Clopay Corporation ("Clopay"). Founded in 1964, Clopay is the largest manufacturer and marketer of garage doors and rolling steel doors in North America. Residential and commercial sectional garage doors are sold through professional dealers and leading home center retail chains throughout North America under the brands Clopay, Ideal, and Holmes. Rolling steel door and grille products designed for commercial, industrial, institutional, and retail use are sold under the Cornell and Cookson brands. •Consumer and Professional Products (“CPP”) is a leading North American manufacturer and a global provider of branded consumer and professional tools; residential, industrial and commercial fans; home storage and organization products; and products that enhance indoor and outdoor lifestyles. CPP sells products globally through a portfolio of leading brands including AMES, since 1774, Hunter, since 1886, True Temper, and ClosetMaid. Update on COVID-19 on our Business On May 11, 2023, the U.S. Department of Health and Human Services declared the end of the Public Health Emergency for COVID-19; however, the effects of COVID-19 continue to linger throughout the global economy and our businesses. Though the severity of COVID-19 has subsided, new variants could interrupt business, cause renewed labor and supply chain disruptions, and negatively impact the global and US economy, which could materially and adversely impact our businesses. See Part 1, Item 1A, “Risk Factors” of our Form 10-K filed on November 18, 2022. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information, and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these financial statements do not include all the information and footnotes required by US GAAP for complete financial statements. As such, they should be read together with Griffon’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022, which provides a more complete explanation of Griffon’s accounting policies, financial position, operating results, business, properties and other matters. In the opinion of management, these financial statements reflect all adjustments considered necessary for a fair statement of interim results. Griffon’s businesses, in particular its CPP operations, are seasonal; for this and other reasons, the financial results of the Company for any interim period are not necessarily indicative of the results for the full year. The condensed consolidated balance sheet information at September 30, 2022 was derived from the audited financial statements included in Griffon’s Annual Report on Form 10-K for the year ended September 30, 2022. The condensed consolidated financial statements include the accounts of Griffon and all subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. These estimates may be adjusted due to changes in economic, industry or customer financial conditions, as well as changes in technology or demand. Significant estimates include expected loss allowances for credit losses and returns, net realizable value of inventories, restructuring reserves, valuation of goodwill and intangible assets, assumptions associated with pension benefit obligations and income or expenses, useful lives associated with depreciation and amortization of intangible and fixed assets, warranty reserves, sales incentive accruals, assumption associated with stock based compensation valuation, income taxes and tax valuation reserves, environmental reserves, legal reserves, insurance reserves, the valuation of assets and liabilities of discontinued operations, assumptions associated with valuation of acquired assets and assumed liabilities of acquired companies and the accompanying disclosures. These estimates are based on management’s best knowledge of current events and actions Griffon may undertake in the future. Actual results may ultimately differ from these estimates. Certain amounts in the prior year have been reclassified to conform to current year presentation.

PROPERTY, PLANT AND EQUIPMENT - Summary of Property Plant and Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Sep. 30, 2022
Property, Plant and Equipment [Line Items]
Property plant and equipment gross	$ 635,968	$ 706,961
Accumulated depreciation and amortization	(373,345)	(412,400)
Total	262,623	294,561
Land, building and building improvements
Property, Plant and Equipment [Line Items]
Property plant and equipment gross	159,689	159,693
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property plant and equipment gross	439,989	511,779
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property plant and equipment gross	$ 36,290	$ 35,489

DISCONTINUED OPERATIONS (Tables)

9 Months Ended

Jun. 30, 2023

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures

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


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

Revenue		$	50,795	$	161,061
Cost of goods and services		39,059		125,208
Gross profit		11,736		35,853
Selling, general and administrative expenses		6,114		26,423


Income from discontinued operations		5,622		9,430
Other income (expense):

Interest income, net		—		2
Gain on sale of business		108,949		108,949
Other, net		(1,114)		(604)
Total other income (expense)		107,835		108,347
Income from discontinued operations before taxes		$	113,457	$	117,777
Provision for income taxes		25,952		20,149
Income from discontinued operations		$	87,505	$	97,628

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


	At June 30, 2023		At September 30, 2022
Assets of discontinued operations:
Prepaid and other current assets	$	984	$	1,189
Other long-term assets	4,141		4,586
Total assets of discontinued operations	$	5,125	$	5,775

Liabilities of discontinued operations:
Accrued liabilities, current	$	7,260	$	12,656
Other long-term liabilities	5,650		4,262
Total liabilities of discontinued operations	$	12,910	$	16,918

- Definition

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

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+ Details

SHAREHOLDERS' EQUITY AND EQUITY COMPENSATION - Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Stockholders' Equity Note [Abstract]
Restricted stock	$ 5,106	$ 5,130	$ 15,940	$ 13,334
ESOP	10,146	889	12,647	2,644
Total stock-based compensation	$ 15,252	$ 6,019	$ 28,587	$ 15,978

RESTRUCTURING CHARGES - Summary of Accrued Liability for the Restructuring and Related Charges (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Jun. 30, 2023	Jun. 30, 2022
Restructuring Reserve [Roll Forward]
Accrued liability beginning balance	$ 17,572	$ 483	$ 650	$ 662	$ 667	$ 682	$ 650	$ 682
Restructuring charges	3,862	78,334		5,909	4,766	1,716
Cash payment	(4,824)	(2,127)	(167)	(5,476)	(3,005)	(1,442)
Non-cash charges		(59,118)		(439)	(1,766)	(289)
Accrued liability ending balance	16,610	17,572	483	656	662	667	16,610	656
Personnel related costs
Restructuring Reserve [Roll Forward]
Accrued liability beginning balance	8,118	312	386	398	403	418	386	418
Restructuring charges	2,234	8,050		1,613	1,878	260
Cash payment	(579)	(244)	(74)	(1,619)	(1,883)	(275)
Non-cash charges		0		0	0	0
Accrued liability ending balance	9,773	8,118	312	392	398	403	9,773	392
Facilities & Exit Costs
Restructuring Reserve [Roll Forward]
Accrued liability beginning balance	9,454	171	264	264	264	264	264	264
Restructuring charges	1,628	11,166		3,857	1,122	1,167
Cash payment	(4,245)	(1,883)	(93)	(3,857)	(1,122)	(1,167)
Non-cash charges		0		0	0	0
Accrued liability ending balance	6,837	9,454	171	264	264	264	6,837	264
Non-cash facility and other
Restructuring Reserve [Roll Forward]
Accrued liability beginning balance	0	0	0	0	0	0	0	0
Restructuring charges	0	59,118		439	1,766	289
Cash payment	0	0	0	0	0	0
Non-cash charges		(59,118)		(439)	(1,766)	(289)
Accrued liability ending balance	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0

GOODWILL AND OTHER INTANGIBLES - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible asset impairment	$ 0	$ 100,000	$ 0	$ 100,000	$ 0
Indefinite-lived intangible asset (excluding goodwill) impairment, net of tax		$ 74,256
Carry amount of intangible assets related to foreign currency translation	7,122
Amortization expense	5,669		$ 5,514	16,946	$ 12,371
Estimated amortization expense, remainder of fiscal year	4,839			4,839
Estimated amortization expense, year one	21,305			21,305
Estimated amortization expense, year two	21,305			21,305
Estimated amortization expense, year three	21,305			21,305
Estimated amortization expense, year four	21,305			21,305
Estimated amortization expense, year five	21,305			21,305
Estimated amortization expense, thereafter	$ 236,311			$ 236,311

COMMITMENTS AND CONTINGENCIES (Details)	9 Months Ended
COMMITMENTS AND CONTINGENCIES (Details)	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Site contingency, ownership period	3 years

ACQUISITIONS (Tables)

9 Months Ended

Jun. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of Pro Forma Information

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


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


Revenue		$	2,230,056
Income from continuing operations		127,299

Schedule of Assets Acquired and Liabilities Assumed

The calculation of the final purchase price allocation is as follows:



Accounts receivable (1)	$	64,602
Inventories(2)	110,299
Other current assets	7,940
Property, plant and equipment	15,007
Operating lease right-of-use assets	12,447
Goodwill	250,711
Intangible assets	616,000

Total assets acquired	$	1,077,006

Accounts payable and accrued liabilities	$	70,039
Current portion of operating lease liabilities	3,323
Deferred tax liability(3)	139,219
Long-term operating lease liabilities	9,123
Other long-term liabilities	3,848
Total liabilities assumed	$	225,552
Total net assets acquired	$	851,454

(1) Includes $67,201 of gross accounts receivable of which $2,599 was not expected to be collected. The fair value of accounts receivable approximated book value acquired.

(2) Includes $113,287 of gross inventory of which $2,988 was reserved for obsolete items.

(3) Deferred tax liability recorded on primarily intangibles assets.

Schedule of Intangible Assets and Goodwill

The amounts assigned to goodwill and major intangible asset classifications for the Hunter acquisition are as follows:


	Average Life (Years)
Goodwill		$	250,711	N/A
Indefinite-lived intangibles (Hunter and Casablanca brands)	356,000	N/A
Definite-lived intangibles (Customer relationships)	260,000	20
Total goodwill and intangible assets		$	866,711

BUSINESS SEGMENTS - Summary of Reportable Segments from Continuing Operations (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Segment Reporting Information [Line Items]
Revenue	$ 683,430	$ 768,179	$ 2,043,798	$ 2,139,545
Home and Building Products
Segment Reporting Information [Line Items]
Revenue	401,142	405,545	1,194,374	1,082,726
Consumer and Professional Products
Segment Reporting Information [Line Items]
Revenue	$ 282,288	$ 362,634	$ 849,424	$ 1,056,819

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

LONG-TERM DEBT (Tables)

9 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Summary of Long-Term Debt


		At June 30, 2023										At September 30, 2022
		Outstanding Balance		Original Issuer Premium/(Discount)		Capitalized Fees & Expenses		Balance Sheet		Coupon Interest Rate			Outstanding Balance		Original Issuer Premium/(Discount)		Capitalized Fees & Expenses		Balance Sheet		Coupon Interest Rate
Senior notes due 2028	(a)	$	974,775	$	230	(9,425)		$	965,580	5.75	%		$	974,775	$	266	$	(10,939)	$	964,102	5.75	%
Term Loan B due 2029	(b)	490,000		(1,016)		(7,769)		481,215		Variable			496,000		(1,144)		(8,823)		486,033		Variable
Revolver due 2025	(b)	86,705		—		(859)		85,846		Variable			97,328		—		(1,227)		96,101		Variable
Finance lease - real estate	(c)	12,056		—		—		12,056		Variable			13,091		—		—		13,091		Variable
Non US lines of credit	(d)	—		—		(7)		(7)		Variable			—		—		(2)		(2)		Variable
Non US term loans	(d)	—		—		—		—		Variable			12,090		—		(27)		12,063		Variable
Other long term debt	(e)	1,783		—		(15)		1,768		Variable			2,276		—		(13)		2,263		Variable
Totals		1,565,319		(786)		(18,075)		1,546,458					1,595,560		(878)		(21,031)		1,573,651
less: Current portion		(10,043)		—		—		(10,043)					(12,653)		—		—		(12,653)
Long-term debt		$	1,555,276	$	(786)	$	(18,075)	$	1,536,415				$	1,582,907	$	(878)	$	(21,031)	$	1,560,998

Summary of Interest Expense Incurred


		Three Months Ended June 30, 2023										Three Months Ended June 30, 2022
		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		Amort. Debt Issuance Costs & Other Fees		Total Interest Expense
Senior notes due 2028	(a)	6.0	%	$	14,013	$	(12)	$	505	$	14,506	6.0	%	$	14,340	$	(12)	$	516	$	14,844
Term Loan B due 2029	(b)	7.8	%	9,208		43		351		9,602		3.9	%	7,129		61		485		7,675
Revolver due 2025	(b)	Variable		905		—		123		1,028		Variable		1,056		—		123		1,179
Finance lease - real estate	(c)	5.6	%	168		—		—		168		5.6	%	187		—		—		187
Non US lines of credit	(d)	Variable		259		—		12		271		Variable		4		—		5		9
Non US term loans	(d)	Variable		—		—		—		—		Variable		141		—		9		150
Other long term debt	(e)	Variable		104		—		—		104		Variable		54		—		—		54
Capitalized interest				(38)		—		—		(38)				(76)		—		—		(76)
Totals				$	24,619	$	31	$	991	$	25,641			$	22,835	$	49	$	1,138	$	24,022


		Nine Months Ended June 30, 2023										Nine Months Ended June 30, 2022
		Effective Interest Rate		Cash Interest		Amort. Debt Premium		Amort. Debt Issuance Costs & Other Fees		Total Interest Expense		Effective Interest Rate		Cash Interest		Amort. Debt Premium		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	%	$	43,090	$	(36)	$	1,552	$	44,606
Term Loan B due 2029	(b)	7.3	%	25,753		129		1,054		26,936		3.7	%	11,896		91		717		12,704
Revolver due 2025	(b)	Variable		2,922		—		368		3,290		Variable		2,307		—		368		2,675
Finance lease - real estate	(c)	5.6	%	520		—		—		520		5.6	%	577		—		4		581
Non US lines of credit	(d)	Variable		619		—		37		656		Variable		14		—		12		26
Non US term loans	(d)	Variable		—		—		—		—		Variable		492		—		44		536
Other long term debt	(e)	Variable		298		—		1		299		Variable		212		—		1		213
Capitalized interest				(49)		—		—		(49)				(230)		—		—		(230)
Totals				$	72,100	$	93	$	2,975	$	75,168			$	58,358	$	55	$	2,698	$	61,111

BUSINESS SEGMENTS - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Disaggregation of Revenue [Line Items]
Revenue	$ 683,430	$ 768,179	$ 2,043,798	$ 2,139,545
United States
Disaggregation of Revenue [Line Items]
Revenue	577,427	632,333	1,701,120	1,709,364
Europe
Disaggregation of Revenue [Line Items]
Revenue	19,792	31,120	43,574	96,277
Canada
Disaggregation of Revenue [Line Items]
Revenue	29,531	35,275	104,978	114,823
Australia
Disaggregation of Revenue [Line Items]
Revenue	49,548	55,142	172,350	191,679
All other countries
Disaggregation of Revenue [Line Items]
Revenue	7,132	14,309	21,776	27,402
Consumer and Professional Products
Disaggregation of Revenue [Line Items]
Revenue	282,288	362,634	849,424	1,056,819
Consumer and Professional Products \| United States
Disaggregation of Revenue [Line Items]
Revenue	195,132	248,068	561,184	677,714
Consumer and Professional Products \| Europe
Disaggregation of Revenue [Line Items]
Revenue	19,792	31,113	43,558	96,226
Consumer and Professional Products \| Canada
Disaggregation of Revenue [Line Items]
Revenue	12,955	19,592	57,641	73,249
Consumer and Professional Products \| Australia
Disaggregation of Revenue [Line Items]
Revenue	49,548	55,142	172,350	191,679
Consumer and Professional Products \| All other countries
Disaggregation of Revenue [Line Items]
Revenue	4,861	8,719	14,691	17,951
Consumer and Professional Products \| Residential repair and remodel
Disaggregation of Revenue [Line Items]
Revenue	107,276	139,126	292,385	292,516
Consumer and Professional Products \| Residential new construction
Disaggregation of Revenue [Line Items]
Revenue	12,600	11,387	36,785	33,733
Consumer and Professional Products \| Retail
Disaggregation of Revenue [Line Items]
Revenue	63,560	99,284	229,960	382,202
Consumer and Professional Products \| Industrial
Disaggregation of Revenue [Line Items]
Revenue	22,204	24,748	58,380	57,122
Consumer and Professional Products \| International excluding North America
Disaggregation of Revenue [Line Items]
Revenue	76,648	88,089	231,914	291,246
Home and Building Products
Disaggregation of Revenue [Line Items]
Revenue	401,142	405,545	1,194,374	1,082,726
Home and Building Products \| United States
Disaggregation of Revenue [Line Items]
Revenue	382,295	384,265	1,139,936	1,031,650
Home and Building Products \| Europe
Disaggregation of Revenue [Line Items]
Revenue	0	7	16	51
Home and Building Products \| Canada
Disaggregation of Revenue [Line Items]
Revenue	16,576	15,683	47,337	41,574
Home and Building Products \| Australia
Disaggregation of Revenue [Line Items]
Revenue	0	0	0	0
Home and Building Products \| All other countries
Disaggregation of Revenue [Line Items]
Revenue	2,271	5,590	7,085	9,451
Home and Building Products \| Residential repair and remodel
Disaggregation of Revenue [Line Items]
Revenue	186,554	194,526	562,433	511,988
Home and Building Products \| Commercial
Disaggregation of Revenue [Line Items]
Revenue	179,054	167,173	524,811	455,338
Home and Building Products \| Residential new construction
Disaggregation of Revenue [Line Items]
Revenue	$ 35,534	$ 43,846	$ 107,130	$ 115,400

LONG-TERM DEBT

9 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

LONG-TERM DEBT


		At June 30, 2023										At September 30, 2022
		Outstanding Balance		Original Issuer Premium/(Discount)		Capitalized Fees & Expenses		Balance Sheet		Coupon Interest Rate			Outstanding Balance		Original Issuer Premium/(Discount)		Capitalized Fees & Expenses		Balance Sheet		Coupon Interest Rate
Senior notes due 2028	(a)	$	974,775	$	230	(9,425)		$	965,580	5.75	%		$	974,775	$	266	$	(10,939)	$	964,102	5.75	%
Term Loan B due 2029	(b)	490,000		(1,016)		(7,769)		481,215		Variable			496,000		(1,144)		(8,823)		486,033		Variable
Revolver due 2025	(b)	86,705		—		(859)		85,846		Variable			97,328		—		(1,227)		96,101		Variable
Finance lease - real estate	(c)	12,056		—		—		12,056		Variable			13,091		—		—		13,091		Variable
Non US lines of credit	(d)	—		—		(7)		(7)		Variable			—		—		(2)		(2)		Variable
Non US term loans	(d)	—		—		—		—		Variable			12,090		—		(27)		12,063		Variable
Other long term debt	(e)	1,783		—		(15)		1,768		Variable			2,276		—		(13)		2,263		Variable
Totals		1,565,319		(786)		(18,075)		1,546,458					1,595,560		(878)		(21,031)		1,573,651
less: Current portion		(10,043)		—		—		(10,043)					(12,653)		—		—		(12,653)
Long-term debt		$	1,555,276	$	(786)	$	(18,075)	$	1,536,415				$	1,582,907	$	(878)	$	(21,031)	$	1,560,998


		Three Months Ended June 30, 2023										Three Months Ended June 30, 2022
		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		Amort. Debt Issuance Costs & Other Fees		Total Interest Expense
Senior notes due 2028	(a)	6.0	%	$	14,013	$	(12)	$	505	$	14,506	6.0	%	$	14,340	$	(12)	$	516	$	14,844
Term Loan B due 2029	(b)	7.8	%	9,208		43		351		9,602		3.9	%	7,129		61		485		7,675
Revolver due 2025	(b)	Variable		905		—		123		1,028		Variable		1,056		—		123		1,179
Finance lease - real estate	(c)	5.6	%	168		—		—		168		5.6	%	187		—		—		187
Non US lines of credit	(d)	Variable		259		—		12		271		Variable		4		—		5		9
Non US term loans	(d)	Variable		—		—		—		—		Variable		141		—		9		150
Other long term debt	(e)	Variable		104		—		—		104		Variable		54		—		—		54
Capitalized interest				(38)		—		—		(38)				(76)		—		—		(76)
Totals				$	24,619	$	31	$	991	$	25,641			$	22,835	$	49	$	1,138	$	24,022


		Nine Months Ended June 30, 2023										Nine Months Ended June 30, 2022
		Effective Interest Rate		Cash Interest		Amort. Debt Premium		Amort. Debt Issuance Costs & Other Fees		Total Interest Expense		Effective Interest Rate		Cash Interest		Amort. Debt Premium		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	%	$	43,090	$	(36)	$	1,552	$	44,606
Term Loan B due 2029	(b)	7.3	%	25,753		129		1,054		26,936		3.7	%	11,896		91		717		12,704
Revolver due 2025	(b)	Variable		2,922		—		368		3,290		Variable		2,307		—		368		2,675
Finance lease - real estate	(c)	5.6	%	520		—		—		520		5.6	%	577		—		4		581
Non US lines of credit	(d)	Variable		619		—		37		656		Variable		14		—		12		26
Non US term loans	(d)	Variable		—		—		—		—		Variable		492		—		44		536
Other long term debt	(e)	Variable		298		—		1		299		Variable		212		—		1		213
Capitalized interest				(49)		—		—		(49)				(230)		—		—		(230)
Totals				$	72,100	$	93	$	2,975	$	75,168			$	58,358	$	55	$	2,698	$	61,111

(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. 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. In connection with these purchases, Griffon recognized a $1,767 net gain on the early extinguishment of debt comprised of $2,064 of face value in excess of purchase price, offset by $297 related to the write-off of underwriting fees and other expenses. As of June 30, 2023, 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 $904,104 on June 30, 2023 based upon quoted market prices (level 1 inputs). At June 30, 2023, $9,425 of underwriting fees and other expenses incurred remained to be amortized.

(b) On January 24, 2022, Griffon amended and restated its Revolving Credit Facility (as amended, "Credit Agreement") to provide for a new $800,000 Term Loan B facility, due January 24, 2029, in addition to its $400,000 revolving credit facility ("Revolver"), and replaced LIBOR with SOFR (Secured Overnight Financing Rate). The Term Loan B accrues interest at the Term SOFR rate plus a credit adjustment spread with a floor of 0.50%, and a spread of 2.25% (7.64% as of June 30, 2023). The Original Issue Discount for the Term Loan B was 99.75%. 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.

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. Term Loan B borrowings may generally be repaid without penalty but may not be re-borrowed. During 2022, Griffon prepaid $300,000 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 $6,296 charge on the prepayment of debt; $5,575 related to the write-off of underwriting fees and other expenses and $721 of the original issuer discount. The Term Loan B facility is subject to the same affirmative and negative covenants that apply to the Revolver, 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 $487,550 on June 30, 2023 based upon quoted market prices (level 1 inputs). At June 30, 2023, $7,769 of underwriting fees and other expenses incurred, remained to be amortized.

At June 30, 2023 the Revolver's maximum borrowing availability was $400,000 with a maturity date of March 22, 2025. The Revolver included a letter of credit sub-facility with a limit of $100,000 and a multi-currency sub-facility with a limit of $200,000. The Revolver and Term Loan B contained a customary accordion feature that permitted us to request, subject to each lender's consent, an incremental amount that can be borrowed by up to the greater of $375,000 and an amount based on the senior secured leverage ratio.

On August 1, 2023, Griffon amended its Credit Agreement. The amendment increased the maximum borrowing availability on the Revolver from $400,000 to $500,000 and extended the maturity date of the Revolver from March 22, 2025 to August 1, 2028. In the event the 2028 Senior Notes are not repaid, refinanced, or replaced prior to December 1, 2027, the Revolver will mature on December 1, 2027. The amendment also modified certain other provisions of the Credit Agreement, including increasing the letter of credit sub-facility from $100,000 to $125,000 and increasing the customary accordion feature from a minimum of $375,000 to a minimum of $500,000. A more detailed description of the amended Credit Agreement can be found in Part II, Item 5 of this Quarterly Report on Form 10-Q.

During 2022, Griffon replaced the Revolver GBP LIBOR benchmark rate with a Sterling Overnight Index Average ("SONIA"). Borrowings under the Revolver may be repaid and re-borrowed at any time. Interest is payable on borrowings at either a SOFR, SONIA or base rate benchmark rate, plus an applicable margin, which adjusts based on

financial performance. Griffon's SOFR loans accrue interest at Term SOFR plus a credit adjustment spread and a margin of 1.50% (6.75% at June 30, 2023), SONIA loans accrue interest at SONIA Base Rate plus a credit adjustment spread and a margin of 1.50% (6.46% at June 30, 2023) and base rate loans accrue interest at prime rate plus a margin of 0.50% (8.75% at June 30, 2023). The Revolver has certain financial maintenance tests including a maximum total leverage ratio, a maximum senior secured leverage ratio and a minimum interest coverage ratio, as well as customary affirmative and negative covenants and events of default. The negative covenants place limits on Griffon's ability to, among other things, incur indebtedness, incur liens, and make restricted payments and investments. Both the Revolver and Term Loan B borrowings under the Credit Agreement are guaranteed by Griffon’s material domestic subsidiaries and are secured, on a first priority basis, by substantially all domestic assets of the Company and the guarantors, and a pledge of not greater than 65% of the equity interest in Griffon’s material, first-tier foreign subsidiaries. At June 30, 2023, there was $86,705 of outstanding borrowings under the Revolver; outstanding standby letters of credit were $12,802; and $300,493 was available, subject to certain loan covenants, for borrowing at that date.

(c) Griffon has one finance lease outstanding for real estate located in Ocala, Florida. The lease matures in 2025 and bears interest at a fixed rate of approximately 5.6%. The Ocala, Florida lease contains a five-year renewal option. At June 30, 2023, $12,056 was outstanding. During 2022, the financing lease on the Troy, Ohio location expired. The lease bore interest at a rate of approximately 5.0%, was secured by a mortgage on the real estate, which was guaranteed by Griffon, and had a one dollar buyout at the end of the lease. Griffon exercised the one dollar buyout option in November 2021. 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 ($11,334 as of June 30, 2023) revolving credit facility. Effective in December 2022, the facility was amended to replace LIBOR (USD) with the Canadian Dollar Offer Rate ("CDOR"). The facility accrues interest at CDOR or the Bankers Acceptance Rate (CDN) plus 1.3% per annum (6.57% using CDOR and 6.32% using Bankers Acceptance Rate CDN as of June 30, 2023). The revolving facility matures in December 2023, but is renewable upon mutual agreement with the lender. Garant is required to maintain a certain minimum equity. At June 30, 2023, there were no outstanding borrowings under the revolving credit facility with CAD 15,000 ($11,334 as of June 30, 2023) available.

During 2022, Griffon Australia Holdings Pty Ltd and its Australian subsidiaries (collectively, "Griffon Australia") amended its AUD 18,375 term loan, AUD 20,000 revolver and AUD 15,000 receivable purchase facility agreement that was entered into in July 2016 and further amended in fiscal 2020. Griffon Australia paid off the term loan in the amount of AUD 9,625 and canceled the AUD 20,000 revolver. In March 2023 the existing receivable purchase facility was renewed and increased from AUD 15,000 to AUD 30,000. The receivable purchase facility matures in March 2024, but is renewable upon mutual agreement with the lender. The receivable purchase facility accrues interest at BBSY (Bank Bill Swap Rate) plus 1.25% per annum (5.39% at June 30, 2023). At June 30, 2023, there was no balance outstanding under the receivable purchase facility with AUD 30,000 ($19,878 as of June 30, 2023) available. The receivable purchase facility is secured by substantially all of the assets of Griffon Australia and its subsidiaries. Griffon Australia is required to maintain a certain minimum equity level.

On June 30, 2023, The AMES Companies UK Ltd and its subsidiaries (collectively, "AMES UK") paid off and cancelled the GBP 14,000 term loan and GBP 4,000 mortgage loan that were entered into in July 2018 and further amended in January 2022 and that were maturing in July 2023. The payoff amounts were GBP 7,525($9,543) and GBP 2,451($3,108), for the term loan and mortgage loan, respectively.

In July 2018, The AMES UK entered into a GBP 5,000 revolving facility that accrues interest at the Bank of England Base Rate plus 3.25% (8.25% as of June 30, 2023) and expires in July 2023. The revolver had no outstanding balance as of June 30, 2023. The revolver is secured by substantially all the assets of AMES UK and its subsidiaries, and subjects Ames UK to a maximum leverage ratio and a minimum fixed charges cover ratio.

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

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

CREDIT LOSSES (Details) - USD ($) $ in Thousands	9 Months Ended
CREDIT LOSSES (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning Balance, October 1	$ 12,137	$ 8,787
Allowance for credit losses acquired	0	2,599
Provision for expected credit losses	2,732	2,430
Amounts written off charged against the allowance	(1,916)	(159)
Other, primarily foreign currency translation	(437)	(116)
Ending Balance, June 30	$ 12,516	$ 13,541

DISCONTINUED OPERATIONS

9 Months Ended

Jun. 30, 2023

Discontinued Operations and Disposal Groups [Abstract]

DISCONTINUED OPERATIONS

On September 27, 2021, Griffon announced it was exploring strategic alternatives for its DE segment, which consisted of its Telephonics subsidiary. On June 27, 2022, Griffon completed the sale of Telephonics to TTM for $330,000 in cash, excluding $2,568 for post-closing working capital adjustments. In connection with the sale of Telephonics, the Company recorded a gain of $107,517 ($89,241, net of tax) for the year ended September 30, 2022.

In accordance with ASC 205-20 Presentation of Financial Statements: Discontinued Operations, a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when the component of an entity meets the criteria in paragraph 205-20-45-10. In the period in which the component meets held-for-sale or discontinued operations criteria, the major current assets, other assets, current liabilities, and noncurrent liabilities shall be reported as components of total assets and liabilities separate from those balances of the continuing operations. At the same time, the results of all discontinued operations, less applicable income taxes (benefit), shall be reported as components of net income (loss) separate from the net income (loss) of continuing operations.

Defense Electronics (DE or Telephonics)

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


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

Revenue		$	50,795	$	161,061
Cost of goods and services		39,059		125,208
Gross profit		11,736		35,853
Selling, general and administrative expenses		6,114		26,423


Income from discontinued operations		5,622		9,430
Other income (expense):

Interest income, net		—		2
Gain on sale of business		108,949		108,949
Other, net		(1,114)		(604)
Total other income (expense)		107,835		108,347
Income from discontinued operations before taxes		$	113,457	$	117,777
Provision for income taxes		25,952		20,149
Income from discontinued operations		$	87,505	$	97,628

Depreciation and amortization was excluded from the prior year results since DE was classified as a discontinued operation and, accordingly, the Company ceased depreciation and amortization in accordance with discontinued operations accounting guidelines. Depreciation and amortization would have been approximately $2,342 and $7,442 for the quarter and nine months ended June 30, 2022, respectively.


	At June 30, 2023		At September 30, 2022
Assets of discontinued operations:
Prepaid and other current assets	$	984	$	1,189
Other long-term assets	4,141		4,586
Total assets of discontinued operations	$	5,125	$	5,775

Liabilities of discontinued operations:
Accrued liabilities, current	$	7,260	$	12,656
Other long-term liabilities	5,650		4,262
Total liabilities of discontinued operations	$	12,910	$	16,918

At June 30, 2023 and September 30, 2022, Griffon's discontinued assets and liabilities includes the Company's obligation of $4,553 and $8,846, respectively, in connection with the sale of Telephonics primarily related to certain customary post-closing adjustments, primarily working capital and stay bonuses. At June 30, 2023 and September 30, 2022, Griffon’s liabilities for Installations Services and other discontinued operations primarily relate to insurance claims, income taxes, product liability, warranty and environmental reserves total $8,357 and $8,072, respectively.

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

INVENTORIES

9 Months Ended

Jun. 30, 2023

Inventory Disclosure [Abstract]

INVENTORIES

Inventories are stated at the lower of cost (first-in, first-out or average cost) or net realizable value.

The following table details the components of inventory:


	At June 30, 2023		At September 30, 2022
Raw materials and supplies	$	160,071	$	173,520
Work in process	34,572		50,963
Finished goods	360,315		444,710
Total	$	554,958	$	669,193

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

ACQUISITIONS - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
ACQUISITIONS - Narrative (Details) - USD ($) $ in Thousands	Jan. 24, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Sep. 30, 2022
Business Acquisition [Line Items]
Goodwill		$ 327,864		$ 327,864		$ 335,790
Business acquisition, tax rate used to calculate pro forma amount	25.70%
Acquisition costs		$ 0	$ 0	0	$ 9,303
Hunter Fan Company
Business Acquisition [Line Items]
Business acquisition, tax rate used to calculate pro forma amount	27.10%
Term Loan B due 2029 \| Term Loan
Business Acquisition [Line Items]
Face amount	$ 800,000
Debt instrument, term	7 years
Hunter Fan Company
Business Acquisition [Line Items]
Business combination, consideration transferred	$ 845,000
Revenue from acquiree				218,105
Segment adjusted EBITDA from acquiree				$ 41,746
Goodwill	250,711
Intangible assets	$ 616,000

LONG-TERM DEBT - Summary of Interest Expense Incurred (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Debt Instrument [Line Items]
Cash Interest, Capitalized Interest	$ (38)	$ (76)	$ (49)	$ (230)
Cash Interest	24,619	22,835	72,100	58,358
Amort. Debt (Premium)/Discount	31	49	93	55
Amort. Debt Issuance Costs & Other Fees	991	1,138	2,975	2,698
Total Interest Expense	$ 25,641	$ 24,022	$ 75,168	$ 61,111
Senior notes due 2028
Debt Instrument [Line Items]
Effective Interest Rate	6.00%	6.00%	6.00%	6.00%
Cash Interest, Including Amounts Capitalized	$ 14,013	$ 14,340	$ 42,037	$ 43,090
Amort. Debt (Premium)/Discount	(12)	(12)	(36)	(36)
Amort. Debt Issuance Costs & Other Fees	505	516	1,515	1,552
Total Interest Expense	$ 14,506	$ 14,844	$ 43,516	$ 44,606
Term Loan B due 2029
Debt Instrument [Line Items]
Effective Interest Rate	7.80%	3.90%	7.30%	3.70%
Cash Interest, Including Amounts Capitalized	$ 9,208	$ 7,129	$ 25,753	$ 11,896
Amort. Debt (Premium)/Discount	43	61	129	91
Amort. Debt Issuance Costs & Other Fees	351	485	1,054	717
Total Interest Expense	9,602	7,675	26,936	12,704
Revolver due 2025
Debt Instrument [Line Items]
Cash Interest, Including Amounts Capitalized	905	1,056	2,922	2,307
Amort. Debt (Premium)/Discount	0	0	0	0
Amort. Debt Issuance Costs & Other Fees	123	123	368	368
Total Interest Expense	$ 1,028	$ 1,179	$ 3,290	$ 2,675
Finance lease - real estate
Debt Instrument [Line Items]
Effective Interest Rate	5.60%	5.60%	5.60%	5.60%
Cash Interest, Including Amounts Capitalized	$ 168	$ 187	$ 520	$ 577
Amort. Debt (Premium)/Discount	0	0	0	0
Amort. Debt Issuance Costs & Other Fees	0	0	0	4
Total Interest Expense	168	187	520	581
Non US lines of credit
Debt Instrument [Line Items]
Cash Interest, Including Amounts Capitalized	259	4	619	14
Amort. Debt (Premium)/Discount	0	0	0	0
Amort. Debt Issuance Costs & Other Fees	12	5	37	12
Total Interest Expense	271	9	656	26
Non US term loans
Debt Instrument [Line Items]
Cash Interest, Including Amounts Capitalized	0	141	0	492
Amort. Debt (Premium)/Discount	0	0	0	0
Amort. Debt Issuance Costs & Other Fees	0	9	0	44
Total Interest Expense	0	150	0	536
Other long term debt
Debt Instrument [Line Items]
Cash Interest, Including Amounts Capitalized	104	54	298	212
Amort. Debt (Premium)/Discount	0	0	0	0
Amort. Debt Issuance Costs & Other Fees	0	0	1	1
Total Interest Expense	$ 104	$ 54	$ 299	$ 213

OTHER COMPREHENSIVE INCOME (LOSS) - AOCI (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021
Class of Stock [Line Items]
Accumulated other comprehensive income (loss)	$ 335,706	$ 468,311	$ 526,848	$ 477,570	$ 906,315	$ 883,214	$ 812,385	$ 807,158
Accumulated other comprehensive income (loss), attributable to parent
Class of Stock [Line Items]
Accumulated other comprehensive income (loss)	(67,591)	$ (67,906)	$ (70,519)	(82,738)	$ (57,956)	$ (43,779)	$ (48,728)	$ (45,977)
Foreign currency translation adjustments
Class of Stock [Line Items]
Accumulated other comprehensive income (loss)	(42,590)			(57,170)
Pension and other defined benefit plans
Class of Stock [Line Items]
Accumulated other comprehensive income (loss)	(24,944)			(27,299)
Change in Cash flow hedges
Class of Stock [Line Items]
Accumulated other comprehensive income (loss)	$ (57)			$ 1,731

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

LEASES (Tables)

9 Months Ended

Jun. 30, 2023

Leases [Abstract]

Components of Operating Lease Cost, Cash Flow Information, and Average Lease Terms and Discount Rates

Components of operating lease costs are as follows:


	For the Three Months Ended June 30,				For the Nine Months Ended June 30,
	2023		2022		2023		2022
Fixed	$	11,512	$	13,021	$	34,179	$	32,674
Variable (a), (b)	2,067		2,742		8,085		6,278
Short-term (b)	2,201		1,741		6,249		4,576
Total	$	15,780	$	17,504	$	48,513	$	43,528

(a) Primarily relates to common-area maintenance and property taxes.

(b) Not recorded on the balance sheet.

Supplemental cash flow information were as follows:


	For the Nine Months Ended June 30,
	2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	30,163	$	34,759
Financing cash flows from finance leases	1,673		1,936
Total	$	31,836	$	36,695

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


Weighted-average remaining lease term (years):
Operating leases	8.1
Finance Leases	6.8

Weighted-average discount rate:
Operating Leases	5.84	%
Finance Leases	5.56	%

Supplemental Condensed Consolidated Balance Sheet Information

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


	June 30, 2023		September 30, 2022
Operating Leases:
Right of use assets:
Operating right-of-use assets	$	174,187	$	183,398

Lease Liabilities:
Current portion of operating lease liabilities	$	29,637	$	31,680
Long-term operating lease liabilities	154,608		159,414
Total operating lease liabilities	$	184,245	$	191,094

Finance Leases:
Property, plant and equipment, net(1)	$	12,340	$	13,696

Lease Liabilities:
Notes payable and current portion of long-term debt	$	1,824	$	2,065
Long-term debt, net	10,841		11,995
Total financing lease liabilities	$	12,665	$	14,060

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

Aggregate Future Maturities of Lease Payments for Operating Leases

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


	Operating Leases		Finance Leases
2023(a)	$	10,405	$	660
2024	38,331		2,380
2025	35,672		2,199
2026	26,718		2,140
2027	22,103		2,078
2028	17,905		2,074
Thereafter	83,454		3,628
Total lease payments	$	234,588	$	15,159
Less: Imputed Interest	(50,343)		(2,494)
Present value of lease liabilities	$	184,245	$	12,665

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

Aggregate Future Maturities of Lease Payments for Finance Leases

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


	Operating Leases		Finance Leases
2023(a)	$	10,405	$	660
2024	38,331		2,380
2025	35,672		2,199
2026	26,718		2,140
2027	22,103		2,078
2028	17,905		2,074
Thereafter	83,454		3,628
Total lease payments	$	234,588	$	15,159
Less: Imputed Interest	(50,343)		(2,494)
Present value of lease liabilities	$	184,245	$	12,665

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

ACQUISITIONS

9 Months Ended

Jun. 30, 2023

Business Combination and Asset Acquisition [Abstract]

ACQUISITIONS

Griffon continually evaluates potential acquisitions that 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 the business acquisitions are included in Griffon’s consolidated financial statements from the date of acquisition.

On January 24, 2022, Griffon acquired Hunter, a market leader in residential ceiling, commercial, and industrial fans, from MidOcean for a contractual purchase price of $845,000. The acquisition was primarily financed with a new $800,000 seven year Term Loan B facility; we used a combination of cash on hand and revolver borrowings to fund the balance of the purchase price and related acquisition and debt expenditures. Hunter complements and diversifies Griffon's portfolio of leading consumer brands and products. For the nine months ended June 30, 2023, Hunter's revenue and Segment adjusted EBITDA was $218,105 and $41,746, respectively. Based on the final purchase price allocation, the goodwill recognized was $250,711, which was assigned to the CPP segment, and is not deductible for income tax purposes. The following unaudited proforma summary from continuing operations for the nine month period presents consolidated information as if the Company acquired Hunter on October 1, 2021:


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


Revenue		$	2,230,056
Income from continuing operations		127,299

Griffon did not include any material, nonrecurring proforma adjustments directly attributable to the business combination in the proforma revenue and earnings. These proforma amounts have been compiled by adding the historical results from continuing operations of Griffon, restated for classifying the results of operations of the Telephonics business as a discontinued operation, to the historical results of Hunter after applying Griffon’s accounting policies and the following proforma adjustments:

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

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

•The tax effects on the above adjustments using the statutory tax rate of 25.7% for Griffon and 27.1% for Hunter.

The calculation of the final purchase price allocation is as follows:



Accounts receivable (1)	$	64,602
Inventories(2)	110,299
Other current assets	7,940
Property, plant and equipment	15,007
Operating lease right-of-use assets	12,447
Goodwill	250,711
Intangible assets	616,000

Total assets acquired	$	1,077,006

Accounts payable and accrued liabilities	$	70,039
Current portion of operating lease liabilities	3,323
Deferred tax liability(3)	139,219
Long-term operating lease liabilities	9,123
Other long-term liabilities	3,848
Total liabilities assumed	$	225,552
Total net assets acquired	$	851,454

(1) Includes $67,201 of gross accounts receivable of which $2,599 was not expected to be collected. The fair value of accounts receivable approximated book value acquired.

(2) Includes $113,287 of gross inventory of which $2,988 was reserved for obsolete items.

(3) Deferred tax liability recorded on primarily intangibles assets.

The amounts assigned to goodwill and major intangible asset classifications for the Hunter acquisition are as follows:


	Average Life (Years)
Goodwill		$	250,711	N/A
Indefinite-lived intangibles (Hunter and Casablanca brands)	356,000	N/A
Definite-lived intangibles (Customer relationships)	260,000	20
Total goodwill and intangible assets		$	866,711

During the quarter and nine months ended June 30, 2023, there were no acquisition costs. During the nine months ended June 30, 2022, the Company incurred acquisition costs of $9,303. During the three months ended June 30, 2022, no acquisition costs were incurred.

ACQUISITIONS - Summary of Goodwill and Intangible Asset Classifications (Details) - USD ($) $ in Thousands	Jan. 24, 2022	Jun. 30, 2023	Sep. 30, 2022
Business Acquisition [Line Items]
Goodwill		$ 327,864	$ 335,790
Hunter Fan Company
Business Acquisition [Line Items]
Goodwill	$ 250,711
Indefinite-lived intangibles (Hunter and Casablanca brands)	356,000
Definite-lived intangibles (Customer relationships)	260,000
Total goodwill and intangible assets	$ 866,711
Definite-lived intangibles, average life	20 years

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Jun. 30, 2023	Jun. 30, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ 49,205	$ (62,255)	$ 48,702	$ 140,287	$ 65,689	$ 19,298	$ 35,652	$ 225,274

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

GOODWILL AND OTHER INTANGIBLES - Summary of Gross Carrying Value and Accumulated Amortization of Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Sep. 30, 2022
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 459,780	$ 456,411
Accumulated Amortization	112,105	94,165
Trademarks	303,421	399,668
Total intangible assets	763,201	856,079
Customer relationships & other
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	444,602	442,085
Accumulated Amortization	$ 108,510	91,143
Average Life (Years)	23 years
Technology and patents
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 15,178	14,326
Accumulated Amortization	$ 3,595	$ 3,022
Average Life (Years)	13 years

LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 30,163	$ 34,759
Financing cash flows from finance leases	1,673	1,936
Total	$ 31,836	$ 36,695

FAIR VALUE MEASUREMENTS	9 Months Ended
FAIR VALUE MEASUREMENTS	Jun. 30, 2023
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	FAIR VALUE MEASUREMENTS The carrying values of cash and equivalents, accounts receivable, accounts and notes payable, and revolving credit and variable interest rate debt approximate fair value due to either the short-term nature of such instruments or the fact that the interest rate of the revolving credit and variable rate debt is based upon current market rates. Applicable accounting guidance establishes a fair value hierarchy requiring the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the hierarchy is based on the lowest level of input that is significant to the fair value measurement. The accounting guidance establishes three levels of inputs that may be used to measure fair value, as follows: •Level 1 inputs are measured and recorded at fair value based upon quoted prices in active markets for identical assets. •Level 2 inputs include inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of assets or liabilities. •Level 3 inputs are unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. On June 30, 2023, the fair values of Griffon’s 2028 senior notes and Term Loan B facility approximated $904,104 and $487,550, respectively. Fair values were based upon quoted market prices (level 1 inputs). Insurance contracts with values of $3,697 at June 30, 2023 are measured and recorded at fair value based upon quoted prices in active markets for similar assets (level 2 inputs) and are included in Prepaid and other current assets on the Consolidated Balance Sheets. Items Measured at Fair Value on a Recurring Basis In the normal course of business, Griffon’s operations are exposed to the effects of changes in foreign currency exchange rates. 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, 2023, Griffon entered into several such contracts in order to lock into a foreign currency rate for planned settlements of trade liabilities payable in U.S. dollars. At June 30, 2023, Griffon had $18,000 of Australian dollar contracts at a weighted average rate of $1.45 which qualified for hedge accounting (level 2 inputs). These hedges were all deemed effective as cash flow hedges with gains and losses related to changes in fair value deferred and recorded in Accumulated other comprehensive income (loss) ("AOCI") and Prepaid and other current assets, or Accrued liabilities, until settlement. Upon settlement, gains and losses are recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss) in Cost of goods and services ("COGS"). AOCI included deferred gains of $757 ($530, net of tax) at June 30, 2023. Upon settlement, gains of $882 and $3,298 were recorded in COGS during the three and nine months ended June 30, 2023, respectively. All contracts expire in 30 to 89 days. At June 30, 2023, Griffon had $55,500 of Chinese Yuan contracts at a weighted average rate of $6.95 which qualified for hedge accounting (level 2 inputs). These hedges were all deemed effective as cash flow hedges with gains and losses related to changes in fair value deferred and recorded in AOCI and Prepaid and other current assets, or Accrued liabilities, until settlement. Upon settlement, gains and losses are recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss) in Cost of goods and services ("COGS"). AOCI included deferred losses of $1,672 ($1,220, net of tax) at June 30, 2023. Upon settlement, losses of $241 and $1,644 were recorded in COGS during the three and nine months ended June 30, 2023, respectively. All contracts expire in 5 to 392 days. At June 30, 2023, Griffon had $5,800 of Canadian dollar contracts at a weighted average rate of $1.33. The contracts, which protect Canadian operations from currency fluctuations for U.S. dollar based purchases, do not qualify for hedge accounting. For the three months and nine months ended June 30, 2023, fair value losses of $116 and $4, respectively, were recorded to Other liabilities and to Other income for the outstanding contracts, based on similar contract values (level 2 inputs). Realized gains of $51 and $317 was recorded in Other income during the three months and nine months ended June 30, 2023, respectively, for all settled contracts. All contracts expire in 5 to 447 days.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 35,652	$ 225,274
Net income from discontinued operations	0	(97,628)
Adjustments to reconcile net income to net cash provided by (used in) operating activities of continuing operations:
Depreciation and amortization	50,036	47,021
Stock-based compensation	28,587	15,978
Intangible asset impairment	100,000	0
Asset impairment charges - restructuring	59,118	2,494
Provision for losses on accounts receivable	689	1,008
Amortization of debt discounts and issuance costs	3,068	2,753
Debt extinguishment, net	0	5,287
Fair value step-up of acquired inventory sold	0	5,401
Deferred income tax provision (benefit)	(25,744)	1,465
Gain on sale of assets and investments	(10,852)	(303)
Change in assets and liabilities, net of assets and liabilities acquired:
(Increase) decrease in accounts receivable	6,236	(81,825)
(Increase) decrease in inventories	84,190	(135,473)
(Increase) decrease in prepaid and other assets	1,887	(13,388)
Decrease in accounts payable, accrued liabilities, income taxes payable and operating lease liabilities	(36,945)	(44,864)
Other changes, net	13,081	1,799
Net cash provided by (used in) operating activities - continuing operations	309,003	(65,001)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, plant and equipment	(20,183)	(33,516)
Acquired businesses, net of cash acquired	0	(851,464)
Proceeds (payments) from sale of business, net	(2,568)	295,712
Proceeds from investments	0	14,923
Proceeds from the sale of property, plant and equipment	11,840	89
Net cash used in investing activities - continuing operations	(10,911)	(574,256)
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid	(127,372)	(14,906)
Purchase of shares for treasury	(98,350)	(10,886)
Proceeds from long-term debt	102,558	984,314
Payments of long-term debt	(139,244)	(427,883)
Financing costs	0	(17,065)
Other, net	(152)	188
Net cash provided by ( used in) financing activities - continuing operations	(262,560)	513,762
CASH FLOWS FROM DISCONTINUED OPERATIONS:
Net cash provided by (used in) operating activities	(2,799)	26,889
Net cash used in investing activities	0	(2,627)
Net cash provided by (used in) discontinued operations	(2,799)	24,262
Effect of exchange rate changes on cash and equivalents	(1,127)	(2,733)
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS	31,606	(103,966)
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD	120,184	248,653
CASH AND EQUIVALENTS AT END OF PERIOD	$ 151,790	$ 144,687

ACQUISITIONS - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Sep. 30, 2022	Jan. 24, 2022
Business Acquisition [Line Items]
Goodwill	$ 327,864	$ 335,790
Hunter Fan Company
Business Acquisition [Line Items]
Accounts receivable			$ 64,602
Inventories			110,299
Other current assets			7,940
Property, plant and equipment			15,007
Operating lease right-of-use assets			12,447
Goodwill			250,711
Intangible assets			616,000
Total assets acquired			1,077,006
Accounts payable and accrued liabilities			70,039
Current portion of operating lease liabilities			3,323
Deferred tax liability			139,219
Long-term operating lease liabilities			9,123
Other long-term liabilities			3,848
Total liabilities assumed			225,552
Total net assets acquired			851,454
Gross accounts receivable			67,201
Allowance for accounts receivable			2,599
Gross inventory			113,287
Inventory reserves			$ 2,988

EARNINGS PER SHARE (EPS)

9 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

EARNINGS PER SHARE (EPS)

Basic EPS was calculated by dividing income available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted EPS was calculated by dividing income available to common shareholders by the weighted average number of shares of common stock outstanding plus additional common shares that could be issued in connection with stock-based compensation.

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,
	2023	2022	2023	2022
Common shares outstanding	54,663	57,064	54,663	57,064
Unallocated ESOP shares	(565)	(1,396)	(565)	(1,396)
Non-vested restricted stock	(3,113)	(3,565)	(3,113)	(3,565)
Impact of weighted average shares	1,319	(369)	1,655	(576)
Weighted average shares outstanding - basic	52,304	51,734	52,640	51,527
Incremental shares from stock-based compensation	2,298	2,180	2,447	2,177
Weighted average shares outstanding - diluted	54,602	53,914	55,087	53,704

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

OTHER COMPREHENSIVE INCOME (LOSS) - Summary of OCI (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Jun. 30, 2023	Jun. 30, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Total other comprehensive income (loss), pre-tax	$ (664)			$ (12,812)			$ 14,997	$ (11,401)
Total other comprehensive income (loss), tax	979			(1,365)			150	(578)
Total other comprehensive income (loss), net of taxes	315	$ 2,613	$ 12,219	(14,177)	$ 4,949	$ (2,751)	15,147	(11,979)
Foreign currency translation adjustments
Accumulated Other Comprehensive Income (Loss) [Line Items]
Total other comprehensive income (loss), pre-tax	2,309			(17,823)			14,580	(14,093)
Total other comprehensive income (loss), tax	0			0			0	0
Total other comprehensive income (loss), net of taxes	2,309			(17,823)			14,580	(14,093)
Pension and other defined benefit plans
Accumulated Other Comprehensive Income (Loss) [Line Items]
Total other comprehensive income (loss), pre-tax	943			1,511			2,972	2,534
Total other comprehensive income (loss), tax	(196)			(315)			(617)	(530)
Total other comprehensive income (loss), net of taxes	747			1,196			2,355	2,004
Cash flow hedges
Accumulated Other Comprehensive Income (Loss) [Line Items]
Total other comprehensive income (loss), pre-tax	(3,916)			3,500			(2,555)	158
Total other comprehensive income (loss), tax	1,175			(1,050)			767	(48)
Total other comprehensive income (loss), net of taxes	$ (2,741)			$ 2,450			$ (1,788)	$ 110

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount before tax, after reclassification adjustments of other comprehensive income (loss).

+ References + Details

- Definition

Amount after tax and reclassification adjustments of other comprehensive income (loss).

+ References

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- Definition

Amount of tax expense (benefit) allocated to other comprehensive income (loss).

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+ Details

RESTRUCTURING CHARGES - Narrative (Details) $ in Thousands	3 Months Ended						9 Months Ended		20 Months Ended	38 Months Ended
RESTRUCTURING CHARGES - Narrative (Details) $ in Thousands	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Jun. 30, 2022 USD ($)	Mar. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2024 USD ($) ft² position	Dec. 31, 2022 USD ($) position
Restructuring Cost and Reserve [Line Items]
Intangible asset impairment	$ 3,862			$ 5,909			$ 82,196	$ 12,391
Payments for restructuring	4,824	$ 2,127	$ 167	5,476	$ 3,005	$ 1,442
Non-cash charges		59,118		439	1,766	289
Global Sourcing Strategy Expansion \| Consumer and Professional Products
Restructuring Cost and Reserve [Line Items]
Payments for restructuring							23,078
Non-cash charges							59,118
Impairment charge, manufacturing assets							22,018
Inventory write down							37,100
Global Sourcing Strategy Expansion \| Consumer and Professional Products \| Subsequent Event \| Forecast
Restructuring Cost and Reserve [Line Items]
Restructuring and related cost, facility closing, area \| ft²									1,200,000
Restructuring and related cost, facility closing, percentage									15.00%
Reduction of headcount \| position									600
Global Sourcing Strategy Expansion \| Consumer and Professional Products \| Subsequent Event \| Forecast \| Minimum
Restructuring Cost and Reserve [Line Items]
Intangible asset impairment									$ 120,000
Payments for restructuring									50,000
Non-cash charges									70,000
Global Sourcing Strategy Expansion \| Consumer and Professional Products \| Subsequent Event \| Forecast \| Maximum
Restructuring Cost and Reserve [Line Items]
Intangible asset impairment									130,000
Payments for restructuring									55,000
Non-cash charges									75,000
Next-generation Business Platform \| Consumer and Professional Products
Restructuring Cost and Reserve [Line Items]
Reduction of headcount \| position										420
Intangible asset impairment										$ 51,869
Payments for restructuring								9,897		35,691
Non-cash charges								2,494		16,178
Impairment charge, manufacturing assets								1,766
Inventory write down								728
Capital investments \| Global Sourcing Strategy Expansion \| Consumer and Professional Products \| Subsequent Event \| Forecast \| Minimum
Restructuring Cost and Reserve [Line Items]
Payments to acquire productive assets									3,000
Capital investments \| Global Sourcing Strategy Expansion \| Consumer and Professional Products \| Subsequent Event \| Forecast \| Maximum
Restructuring Cost and Reserve [Line Items]
Payments to acquire productive assets									$ 5,000
Capital investments \| Next-generation Business Platform \| Consumer and Professional Products
Restructuring Cost and Reserve [Line Items]
Payments to acquire productive assets										15,000
Personnel related costs
Restructuring Cost and Reserve [Line Items]
Intangible asset impairment	2,234			1,613			10,284	3,751
Payments for restructuring	579	244	74	1,619	1,883	275
Non-cash charges		0		0	0	0
Personnel related costs \| Global Sourcing Strategy Expansion \| Consumer and Professional Products
Restructuring Cost and Reserve [Line Items]
Payments for restructuring							10,284
Personnel related costs \| Next-generation Business Platform \| Consumer and Professional Products
Restructuring Cost and Reserve [Line Items]
Payments for restructuring								3,751		12,934
Facilities & Exit Costs
Restructuring Cost and Reserve [Line Items]
Intangible asset impairment	1,628			3,857			12,794	6,146
Payments for restructuring	$ 4,245	1,883	$ 93	3,857	1,122	1,167
Non-cash charges		$ 0		$ 0	$ 0	$ 0
Facilities & Exit Costs \| Global Sourcing Strategy Expansion \| Consumer and Professional Products
Restructuring Cost and Reserve [Line Items]
Payments for restructuring							$ 12,794
Facilities & Exit Costs \| Next-generation Business Platform \| Consumer and Professional Products
Restructuring Cost and Reserve [Line Items]
Payments for restructuring								$ 6,146		$ 22,757

WARRANTY LIABILITY - Changes in Warrant Liability (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward]
Balance, beginning of period	$ 21,341	$ 19,197	$ 18,026	$ 7,818
Warranties issued and changes in estimated pre-existing warranties	4,999	5,119	16,079	14,368
Actual warranty costs incurred	(3,402)	(4,937)	(11,167)	(10,399)
Other warranty liabilities assumed from acquisitions	0	0	0	7,592
Balance, end of period	$ 22,938	$ 19,379	$ 22,938	$ 19,379

INVENTORIES - Narrative (Details) $ in Thousands	9 Months Ended
INVENTORIES - Narrative (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Global Sourcing Strategy Expansion \| Consumer and Professional Products
Restructuring Cost and Reserve [Line Items]
Inventory write down	$ 37,100

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

BUSINESS SEGMENTS - Summary of Segment Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Sep. 30, 2022
Segment Reporting Information [Line Items]
Continuing assets	$ 2,566,090	$ 2,810,699
Total Assets	2,571,215	2,816,474
Discontinued Operations
Segment Reporting Information [Line Items]
Discontinued operations	5,125	5,775
Operating Segments
Segment Reporting Information [Line Items]
Continuing assets	2,376,781	2,652,389
Operating Segments \| Home and Building Products
Segment Reporting Information [Line Items]
Continuing assets	702,328	737,860
Operating Segments \| Consumer and Professional Products
Segment Reporting Information [Line Items]
Continuing assets	1,674,453	1,914,529
Corporate
Segment Reporting Information [Line Items]
Continuing assets	$ 189,309	$ 158,310

- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

+ References

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+ Details

GOODWILL AND OTHER INTANGIBLES - Summary of Changes in Carrying Value of Goodwill (Details) $ in Thousands	9 Months Ended
	Jun. 30, 2023 USD ($)
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 335,790
Hunter Acquisition	(7,926)
Goodwill, ending balance	327,864
Consumer and Professional Products
Goodwill [Roll Forward]
Goodwill, beginning balance	144,537
Hunter Acquisition	(7,926)
Goodwill, ending balance	136,611
Home and Building Products
Goodwill [Roll Forward]
Goodwill, beginning balance	191,253
Hunter Acquisition	0
Goodwill, ending balance	$ 191,253

- Definition

+ References + Details

BUSINESS SEGMENTS (Tables)

9 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

Summary of Reportable Segments from Continuing Operations

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


	For the Three Months Ended June 30,				For the Nine Months Ended June 30,
REVENUE	2023		2022		2023		2022
Home and Building Products	$	401,142	$	405,545	$	1,194,374	$	1,082,726
Consumer and Professional Products	282,288		362,634		849,424		1,056,819
Total revenue	$	683,430	$	768,179	$	2,043,798	$	2,139,545

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


	For the Three Months Ended June 30,				For the Nine Months Ended June 30,
	2023		2022		2023		2022
Segment adjusted EBITDA:
Home and Building Products	$	134,330	$	119,847	$	390,346	$	280,618
Consumer and Professional Products	18,265		28,373		36,091		92,431



Segment adjusted EBITDA	152,595		148,220		426,437		373,049
Unallocated amounts, excluding depreciation *	(13,982)		(13,405)		(42,388)		(39,724)
Adjusted EBITDA	138,613		134,815		384,049		333,325
Net interest expense	(25,207)		(23,961)		(74,394)		(60,985)
Depreciation and amortization	(15,669)		(17,688)		(50,036)		(47,021)

Debt extinguishment, net	—		(5,287)		—		(5,287)
Gain on sale of building	—		—		10,852		—
Strategic review - retention and other	(5,812)		(3,220)		(20,234)		(3,220)
Proxy expenses	(568)		—		(2,685)		(6,952)
Acquisition costs	—		—		—		(9,303)
Restructuring charges	(3,862)		(5,909)		(82,196)		(12,391)
Intangible asset impairment	—		—		(100,000)		—
Special dividend ESOP charges	(9,042)		—		(9,042)		—
Fair value step-up of acquired inventory sold	—		(2,700)		—		(5,401)
Income before taxes from continuing operations	$	78,453	$	76,050	$	56,314	$	182,765

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


	For the Three Months Ended June 30,				For the Nine Months Ended June 30,
DEPRECIATION and AMORTIZATION	2023		2022		2023		2022
Segment:
Home and Building Products	$	3,868	$	4,116	$	11,525	$	12,778
Consumer and Professional Products	11,661		13,434		38,091		33,831



Total segment depreciation and amortization	15,529		17,550		49,616		46,609
Corporate	140		138		420		412
Total consolidated depreciation and amortization	$	15,669	$	17,688	$	50,036	$	47,021

CAPITAL EXPENDITURES
Segment:
Home and Building Products	$	4,620	$	2,891	$	10,293	$	8,643
Consumer and Professional Products	3,726		8,558		9,858		24,742



Total segment	8,346		11,449		20,151		33,385
Corporate	—		37		32		131
Total consolidated capital expenditures	$	8,346	$	11,486	$	20,183	$	33,516


ASSETS	At June 30, 2023		At September 30, 2022
Segment assets:
Home and Building Products	$	702,328	$	737,860
Consumer and Professional Products	1,674,453		1,914,529

Total segment assets	2,376,781		2,652,389
Corporate	189,309		158,310
Total continuing assets	2,566,090		2,810,699

Discontinued operations	5,125		5,775
Consolidated total	$	2,571,215	$	2,816,474

Summary of Disaggregation of Revenue by End Market and Segment

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


	For the Three Months Ended June 30,				For the Nine Months Ended June 30,
	2023		2022		2023		2022
Residential repair and remodel	$	186,554	$	194,526	$	562,433	$	511,988
Commercial	179,054		167,173		524,811		455,338
Residential new construction	35,534		43,846		107,130		115,400
Total Home and Building Products	401,142		405,545		1,194,374		1,082,726
Residential repair and remodel	107,276		139,126		292,385		292,516
Retail	63,560		99,284		229,960		382,202
Residential new construction	12,600		11,387		36,785		33,733
Industrial	22,204		24,748		58,380		57,122
International excluding North America	76,648		88,089		231,914		291,246
Total Consumer and Professional Products	282,288		362,634		849,424		1,056,819








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

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



	For the Three Months Ended June 30,
	2023						2022
	HBP		CPP		Total			HBP		CPP		Total
United States	$	382,295	$	195,132	$	577,427		$	384,265	$	248,068	$	632,333
Europe	—		19,792		19,792			7		31,113		31,120
Canada	16,576		12,955		29,531			15,683		19,592		35,275
Australia	—		49,548		49,548			—		55,142		55,142
All other countries	2,271		4,861		7,132			5,590		8,719		14,309
Consolidated revenue	$	401,142	$	282,288	$	683,430		$	405,545	$	362,634	$	768,179


	For the Nine Months Ended June 30,
	2023						2022
	HBP		CPP		Total			HBP		CPP		Total
United States	$	1,139,936	$	561,184	$	1,701,120		$	1,031,650	$	677,714	$	1,709,364
Europe	16		43,558		43,574			51		96,226		96,277
Canada	47,337		57,641		104,978			41,574		73,249		114,823
Australia	—		172,350		172,350			—		191,679		191,679
All other countries	7,085		14,691		21,776			9,451		17,951		27,402
Consolidated revenue	$	1,194,374	$	849,424	$	2,043,798		$	1,082,726	$	1,056,819	$	2,139,545

OTHER INCOME (EXPENSE) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
OTHER INCOME (EXPENSE) (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Other Income and Expenses [Abstract]
Other income (expense)	$ 1,475	$ 2,084	$ 2,375	$ 4,528
Foreign currency transaction gain (loss), before tax	590	265	492	(297)
Net periodic benefit income (expense)	(217)	1,118	(650)	3,145
Investment income, net	336	(91)	444	(328)
Rental income	0	156	212	468
Royalty income	$ 438	$ 828	$ 1,463	$ 1,444

RESTRUCTURING CHARGES

9 Months Ended

Jun. 30, 2023

Restructuring and Related Activities [Abstract]

RESTRUCTURING CHARGES

On May 3, 2023, in response to changing market conditions, Griffon announced that its CPP segment will expand its global sourcing strategy to include long handled tools, material handling, and wood storage and organization product lines. 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. Over that period, CPP expects to reduce its facility footprint by approximately 1.2 million square feet, or approximately 15%, and its headcount by approximately 600. The affected U.S. locations will include Camp Hill and Harrisburg, PA; Grantsville, MD; Fairfield, IA; and four wood mills.

Implementation of this strategy over the duration of the project will result in charges of $120,000 to $130,000, including $50,000 to $55,000 of cash charges for employee retention and severance, operational transition, and facility and lease exit costs, and $70,000 to $75,000 of non-cash charges primarily related to asset write-downs. Capital investment in the range of $3,000 to $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. In the quarter and nine months ended June 30, 2023, CPP incurred pre-tax restructuring and related exit costs approximating $3,862 and $82,196, respectively. During the nine months ended June 30, 2023, cash charges totaled $23,078 and non-cash, asset-related charges totaled $59,118; the cash charges included $10,284 for one-time termination benefits and other personnel-related costs and $12,794 for facility exit costs. 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.

In November 2019, Griffon announced the development of a next-generation business platform for CPP to enhance the growth, efficiency, and competitiveness of its U.S. operations, and on November 12, 2020, Griffon announced that CPP was broadening this strategic initiative to include additional North American facilities, the AMES United Kingdom (U.K.) and Australia businesses, and a manufacturing facility in China. On April 28, 2022, Griffon announced a reduced scope and accelerated timeline for the initiative, which was completed in fiscal 2022. The cost to implement this new business platform, over the duration of the project, included one-time charges of approximately $51,869 and capital investments of approximately $15,000,

net of future proceeds from the sale of exited facilities. Total cumulative charges of $51,869 consisted of cash charges totaling $35,691 and non-cash, asset-related charges totaling $16,178; the cash charges included $12,934 for one-time termination benefits and other personnel-related costs and $22,757 for facility exit costs. As a result of these transactions, headcount was reduced by approximately 420.

In the quarter and nine months ended June 30, 2022, CPP incurred pre-tax restructuring and related exit costs approximating $5,909 and $12,391, respectively. During the nine months ended June 30, 2022, cash charges totaled $9,897 and non-cash, asset-related charges totaled $2,494; the cash charges included $3,751 for one-time termination benefits and other personnel-related costs and $6,146 for facility exit costs. Non-cash charges included a $1,766 impairment charge related to certain fixed assets at several manufacturing locations and $728 of inventory that has no recoverable 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,
	2023		2022		2023		2022
Cost of goods and services	$	1,777	$	2,441	$	76,422	$	5,218
Selling, general and administrative expenses	2,085		3,468		5,774		7,173
Total restructuring charges	$	3,862	$	5,909	$	82,196	$	12,391


	For the Three Months Ended June 30,				For the Nine Months Ended June 30,
	2023		2022		2023		2022
Personnel related costs	$	2,234	$	1,613	$	10,284	$	3,751
Facilities, exit costs and other	1,628		3,857		12,794		6,146

Non-cash facility and other	—		439		59,118		2,494
Total	$	3,862	$	5,909	$	82,196	$	12,391

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


	Cash Charges				Non-Cash
	Personnel related costs		Facilities & Exit Costs		Facility and Other Costs(1)		Total
Accrued liability at September 30, 2021	$	418	$	264	$	—	$	682
Q1 Restructuring charges	260		1,167		289		1,716
Q1 Cash payments	(275)		(1,167)		—		(1,442)
Q1 Non-cash charges	—		—		(289)		(289)
Accrued liability at December 31, 2021	$	403	$	264	$	—	$	667
Q2 Restructuring charges	1,878		1,122		1,766		4,766
Q2 Cash payments	(1,883)		(1,122)		—		(3,005)
Q2 Non-cash charges	—		—		(1,766)		(1,766)
Accrued liability at March 31, 2022	$	398	$	264	$	—	$	662
Q3 Restructuring charges	1,613		3,857		439		5,909
Q3 Cash payments	(1,619)		(3,857)		—		(5,476)
Q3 Non-cash charges	—		—		(439)		(439)
Accrued liability at June 30, 2022	$	392	$	264	$	—	$	656

___________________

(1) Non-cash charges in Facility and Other Costs primarily represent the non-cash write-off of certain long-lived assets and inventory that has no recoverable value in connection with certain facility closures.


	Cash Charges				Non-Cash
	Personnel related costs		Facilities & Exit Costs		Facility and Other Costs (2)		Total
Accrued liability at September 30, 2022	$	386	$	264	$	—	$	650

Q1 Cash payments	(74)		(93)		—		(167)

Accrued liability at December 31, 2022	$	312	$	171	$	—	$	483
Q2 Restructuring charges	8,050		11,166		59,118		78,334
Q2 Cash payments	(244)		(1,883)		—		(2,127)
Q2 Non-cash charges	—		—		(59,118)		(59,118)
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

___________________

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

OTHER COMPREHENSIVE INCOME (LOSS) - Amounts Reclassified from AOCI (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Jun. 30, 2023	Jun. 30, 2022
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Income before taxes from continuing operations	$ 78,453			$ 76,050			$ 56,314	$ 182,765
Tax benefit (expense)	(29,248)			(23,268)			(20,662)	(55,119)
Net income	49,205	$ (62,255)	$ 48,702	140,287	$ 65,689	$ 19,298	35,652	225,274
Accumulated other comprehensive income (loss), attributable to parent \| Reclassification out of Accumulated Other Comprehensive Income
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Income before taxes from continuing operations	(303)			(128)			(1,179)	1,099
Tax benefit (expense)	64			27			248	(230)
Net income	(239)			(101)			(931)	869
Pension and other defined benefit plans \| Reclassification out of Accumulated Other Comprehensive Income
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Income before taxes from continuing operations	(944)			(844)			(2,833)	(2,534)
Cash flow hedges \| Reclassification out of Accumulated Other Comprehensive Income
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Income before taxes from continuing operations	$ 641			$ 716			$ 1,654	$ 3,633

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(11))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479557/942-235-S99-1

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 25
-Paragraph 1
-SubTopic 20
-Topic 940
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481913/940-20-25-1

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

PROPERTY, PLANT AND EQUIPMENT

9 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

PROPERTY, PLANT AND EQUIPMENT

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


	At June 30, 2023		At September 30, 2022
Land, building and building improvements	$	159,689	$	159,693
Machinery and equipment	439,989		511,779
Leasehold improvements	36,290		35,489
	635,968		706,961
Accumulated depreciation and amortization	(373,345)		(412,400)
Total	$	262,623	$	294,561

Depreciation and amortization expense for property, plant and equipment was $10,000 and $12,173 for the quarters ended June 30, 2023 and 2022, respectively, and $33,090 and $34,650 for the nine months ended June 30, 2023 and 2022, respectively. Depreciation included in Selling, general and administrative ("SG&A") expenses was $4,404 and $4,578 for the quarters ended June 30, 2023 and 2022, respectively, and $13,289 and $12,234 for the nine months ended June 30, 2023 and 2022, respectively. Remaining components of depreciation, attributable to manufacturing operations, are included in Cost of goods and services.

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

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands	Total	COMMON STOCK	CAPITAL IN EXCESS OF PAR VALUE	RETAINED EARNINGS	TREASURY SHARES	ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)	DEFERRED COMPENSATION
Beginning balance (in shares) at Sep. 30, 2021		84,375,000
Beginning balance (in shares) at Sep. 30, 2021					27,762,000
Balance at Sep. 30, 2021	$ 807,158	$ 21,094	$ 602,181	$ 669,998	$ (416,850)	$ (45,977)	$ (23,288)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	19,298			19,298
Dividend	(4,739)			(4,739)
Shares withheld on employee taxes on vested equity awards (in shares)					422,000
Shares withheld on employee taxes on vested equity awards	(10,886)				$ (10,886)
Amortization of deferred compensation	591						591
Equity awards granted, net (in shares)		113,000			0
Equity awards granted, net		$ 28	(28)
ESOP allocation of common stock	848		848
Stock-based compensation	2,866		2,866
Other comprehensive income, net of tax	(2,751)					(2,751)
Ending balance (in shares) at Dec. 31, 2021		84,488,000
Ending balance (in shares) at Dec. 31, 2021					28,184,000
Balance at Dec. 31, 2021	812,385	$ 21,122	605,867	684,557	$ (427,736)	(48,728)	(22,697)
Beginning balance (in shares) at Sep. 30, 2021		84,375,000
Beginning balance (in shares) at Sep. 30, 2021					27,762,000
Balance at Sep. 30, 2021	807,158	$ 21,094	602,181	669,998	$ (416,850)	(45,977)	(23,288)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	225,274
Other comprehensive income, net of tax	(11,979)
Ending balance (in shares) at Jun. 30, 2022		84,746,000
Ending balance (in shares) at Jun. 30, 2022					27,682,000
Balance at Jun. 30, 2022	906,315	$ 21,187	609,027	775,694	$ (420,122)	(57,956)	(21,515)
Beginning balance (in shares) at Dec. 31, 2021		84,488,000
Beginning balance (in shares) at Dec. 31, 2021					28,184,000
Balance at Dec. 31, 2021	812,385	$ 21,122	605,867	684,557	$ (427,736)	(48,728)	(22,697)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	65,689			65,689
Dividend	(5,352)			(5,352)
Amortization of deferred compensation	591						591
Equity awards granted, net (in shares)		258,000			(470,000)
Equity awards granted, net		$ 65	(7,195)		$ 7,130
ESOP allocation of common stock	638		638
Stock-based compensation	4,314		4,314
Other comprehensive income, net of tax	4,949					4,949
Ending balance (in shares) at Mar. 31, 2022		84,746,000
Ending balance (in shares) at Mar. 31, 2022					27,714,000
Balance at Mar. 31, 2022	883,214	$ 21,187	603,624	744,894	$ (420,606)	(43,779)	(22,106)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	140,287			140,287
Dividend	(109,487)			(109,487)
Amortization of deferred compensation	591						591
Equity awards granted, net (in shares)		0			(32,000)
Equity awards granted, net		$ 0	(484)		$ 484
ESOP allocation of common stock	757		757
Stock-based compensation	5,130		5,130
Other comprehensive income, net of tax	(14,177)					(14,177)
Ending balance (in shares) at Jun. 30, 2022		84,746,000
Ending balance (in shares) at Jun. 30, 2022					27,682,000
Balance at Jun. 30, 2022	906,315	$ 21,187	609,027	775,694	$ (420,122)	(57,956)	(21,515)
Beginning balance (in shares) at Sep. 30, 2022		84,746,000
Beginning balance (in shares) at Sep. 30, 2022					27,682,000
Balance at Sep. 30, 2022	477,570	$ 21,187	627,982	344,060	$ (420,116)	(82,738)	(12,805)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	48,702			48,702
Dividend	(6,145)			(6,145)
Shares withheld on employee taxes on vested equity awards (in shares)					345,000
Shares withheld on employee taxes on vested equity awards	(12,734)				$ (12,734)
Amortization of deferred compensation	571						571
Equity awards granted, net (in shares)		0			(467,000)
Equity awards granted, net		$ 0	(7,082)		$ 7,082
ESOP allocation of common stock	1,127		1,127
Stock-based compensation	5,538		5,538
Other comprehensive income, net of tax	12,219					12,219
Ending balance (in shares) at Dec. 31, 2022		84,746,000
Ending balance (in shares) at Dec. 31, 2022					27,560,000
Balance at Dec. 31, 2022	526,848	$ 21,187	627,565	386,617	$ (425,768)	(70,519)	(12,234)
Beginning balance (in shares) at Sep. 30, 2022		84,746,000
Beginning balance (in shares) at Sep. 30, 2022					27,682,000
Balance at Sep. 30, 2022	477,570	$ 21,187	627,982	344,060	$ (420,116)	(82,738)	(12,805)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	35,652
Other comprehensive income, net of tax	15,147
Ending balance (in shares) at Jun. 30, 2023		84,746,000
Ending balance (in shares) at Jun. 30, 2023					30,083,000
Balance at Jun. 30, 2023	335,706	$ 21,187	652,166	246,392	$ (511,414)	(67,591)	(5,034)
Beginning balance (in shares) at Dec. 31, 2022		84,746,000
Beginning balance (in shares) at Dec. 31, 2022					27,560,000
Balance at Dec. 31, 2022	526,848	$ 21,187	627,565	386,617	$ (425,768)	(70,519)	(12,234)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	(62,255)			(62,255)
Dividend	(5,714)			(5,714)
Shares withheld on employee taxes on vested equity awards (in shares)					21,000
Shares withheld on employee taxes on vested equity awards	(254)				$ (254)
Amortization of deferred compensation	570						570
Equity awards granted, net (in shares)		0			(40,000)
Equity awards granted, net		$ 0	(617)		$ 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
Ending balance (in shares) at Mar. 31, 2023		84,746,000
Ending balance (in shares) at Mar. 31, 2023					27,541,000
Balance at Mar. 31, 2023	468,311	$ 21,187	633,451	318,648	$ (425,405)	(67,906)	(11,664)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	49,205			49,205
Dividend	(121,461)			(121,461)
Amortization of deferred compensation	6,630						6,630
Common stock acquired (in shares)					2,542,000
Common stock acquired	(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
Ending balance (in shares) at Jun. 30, 2023		84,746,000
Ending balance (in shares) at Jun. 30, 2023					30,083,000
Balance at Jun. 30, 2023	$ 335,706	$ 21,187	$ 652,166	$ 246,392	$ (511,414)	$ (67,591)	$ (5,034)

EMPLOYEE BENEFIT PLANS (Tables)

9 Months Ended

Jun. 30, 2023

Retirement Benefits [Abstract]

Summary of Defined Benefit Plans Included in Other Income

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


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

Interest cost	$	1,826	$	943	$	5,477	$	2,650
Expected return on plan assets	(2,553)		(2,905)		(7,660)		(8,329)
Amortization:

Recognized actuarial loss	944		844		2,833		2,534

Net periodic expense (income)	$	217	$	(1,118)	$	650	$	(3,145)

DISCONTINUED OPERATIONS - Balance Sheets Information of Installation Services and Other Discontinued Activities (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Sep. 30, 2022
Assets of discontinued operations:
Other long-term assets	$ 4,141	$ 4,586
Discontinued Operations
Assets of discontinued operations:
Prepaid and other current assets	984	1,189
Other long-term assets	4,141	4,586
Total assets of discontinued operations	5,125	5,775
Liabilities of discontinued operations:
Accrued liabilities, current	7,260	12,656
Other long-term liabilities	5,650	4,262
Total liabilities of discontinued operations	$ 12,910	$ 16,918

OTHER INCOME (EXPENSE)	9 Months Ended
OTHER INCOME (EXPENSE)	Jun. 30, 2023
Other Income and Expenses [Abstract]
OTHER INCOME (EXPENSE)	OTHER INCOME (EXPENSE) For the quarters ended June 30, 2023 and 2022, Other income (expense) of $1,475 and $2,084, respectively, includes $590 and $265, respectively, of net currency exchange gains in connection with the translation of receivables and payables denominated in currencies other than the functional currencies of Griffon and its subsidiaries, net periodic benefit plan income (expense) of $(217) and $1,118, respectively, and $336 and $(91), respectively, of net investment income (loss). Other income (expense) also includes rental income of $0 and $156 for the three months ended June 30, 2023 and 2022, respectively. Additionally, it includes royalty income of $438 and $828 for the three months ended June 30, 2023 and 2022, respectively. For the nine months ended June 30, 2023 and 2022, Other income (expense) of $2,375 and $4,528, respectively, includes $492 and $(297), respectively, of net currency exchange gains (losses) in connection with the translation of receivables and payables denominated in currencies other than the functional currencies of Griffon and its subsidiaries, net periodic benefit plan income (loss) of $(650) and $3,145, respectively, as well as $444 and $(328), respectively, of net investment income (loss). Other income (expense) also includes rental income of $212 and $468 in the nine months ended June 30, 2023 and 2022, as well as royalty income of $1,463 and $1,444 for the nine months ended June 30, 2023 and 2022, respectively.

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details) $ in Thousands			9 Months Ended
	Jun. 27, 2022 USD ($)	Jan. 24, 2022 USD ($)	Jun. 30, 2023 segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of reportable segments \| segment			2
Business Acquisition [Line Items]
Number of reportable segments \| segment			2
Discontinued Operations, Disposed of by Sale \| Telephonics Corporation
Business Acquisition [Line Items]
Proceeds from divestiture of businesses	$ 330,000
Term Loan B due 2029 \| Term Loan
Business Acquisition [Line Items]
Face amount		$ 800,000
Debt instrument, term		7 years
Hunter Fan Company
Business Acquisition [Line Items]
Business combination, consideration transferred		$ 845,000

SHAREHOLDERS' EQUITY AND EQUITY COMPENSATION (Tables)

9 Months Ended

Jun. 30, 2023

Stockholders' Equity Note [Abstract]

Compensation Expense Relating to Stock-based Incentive Plans

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,
	2023		2022		2023		2022
Restricted stock	$	5,106	$	5,130	$	15,940	$	13,334
ESOP	10,146		889		12,647		2,644
Total stock-based compensation	$	15,252	$	6,019	$	28,587	$	15,978

EARNINGS PER SHARE (EPS) (Tables)

9 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Summary of Reconciliation of Share Amounts Used in Earnings Per Share

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,
	2023	2022	2023	2022
Common shares outstanding	54,663	57,064	54,663	57,064
Unallocated ESOP shares	(565)	(1,396)	(565)	(1,396)
Non-vested restricted stock	(3,113)	(3,565)	(3,113)	(3,565)
Impact of weighted average shares	1,319	(369)	1,655	(576)
Weighted average shares outstanding - basic	52,304	51,734	52,640	51,527
Incremental shares from stock-based compensation	2,298	2,180	2,447	2,177
Weighted average shares outstanding - diluted	54,602	53,914	55,087	53,704

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

LONG-TERM DEBT - Summary of Long-Term Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Sep. 30, 2022	Jun. 22, 2020
Debt Instrument [Line Items]
Long-term debt, Outstanding Balance	$ 1,565,319	$ 1,595,560
less: Current portion, Outstanding Balance	(10,043)	(12,653)
Long-term debt, Outstanding Balance, Non-current	1,555,276	1,582,907
Original Issuer Premium/(Discount)	(786)	(878)
Capitalized Fees & Expenses	(18,075)	(21,031)
Long-term debt, Balance Sheet	1,546,458	1,573,651
less: Current portion, Balance Sheet	(10,043)	(12,653)
Long-term debt, Balance Sheet, Non-current	1,536,415	1,560,998
Senior notes due 2028
Debt Instrument [Line Items]
Long-term debt, Outstanding Balance	974,775	974,775
Original Issuer Premium/(Discount)	230	266
Capitalized Fees & Expenses	(9,425)	(10,939)
Long-term debt, Balance Sheet	$ 965,580	$ 964,102
Coupon Interest Rate	5.75%	5.75%	5.75%
Term Loan B due 2029
Debt Instrument [Line Items]
Long-term debt, Outstanding Balance	$ 490,000	$ 496,000
Original Issuer Premium/(Discount)	(1,016)	(1,144)
Capitalized Fees & Expenses	(7,769)	(8,823)
Long-term debt, Balance Sheet	481,215	486,033
Revolver due 2025
Debt Instrument [Line Items]
Long-term debt, Outstanding Balance	86,705	97,328
Original Issuer Premium/(Discount)	0	0
Capitalized Fees & Expenses	(859)	(1,227)
Long-term debt, Balance Sheet	85,846	96,101
Finance lease - real estate
Debt Instrument [Line Items]
Long-term debt, Outstanding Balance	12,056	13,091
Original Issuer Premium/(Discount)	0	0
Capitalized Fees & Expenses	0	0
Long-term debt, Balance Sheet	12,056	13,091
Non US lines of credit
Debt Instrument [Line Items]
Long-term debt, Outstanding Balance	0	0
Original Issuer Premium/(Discount)	0	0
Capitalized Fees & Expenses	(7)	(2)
Long-term debt, Balance Sheet	(7)	(2)
Non US term loans
Debt Instrument [Line Items]
Long-term debt, Outstanding Balance	0	12,090
Original Issuer Premium/(Discount)	0	0
Capitalized Fees & Expenses	0	(27)
Long-term debt, Balance Sheet	0	12,063
Other long term debt
Debt Instrument [Line Items]
Long-term debt, Outstanding Balance	1,783	2,276
Original Issuer Premium/(Discount)	0	0
Capitalized Fees & Expenses	(15)	(13)
Long-term debt, Balance Sheet	$ 1,768	$ 2,263

LEASES

9 Months Ended

Jun. 30, 2023

Leases [Abstract]

LEASES

LEASESThe Company recognizes right-of-use ("ROU") assets and lease liabilities on the balance sheet, with the exception of leases with a term of twelve months or less. The Company determines if an arrangement is a lease at inception. The ROU assets and short and long-term liabilities associated with our Operating leases are shown as separate line items on our Condensed

Consolidated Balance Sheets. Finance leases are included in property, plant, and equipment, net, other accrued liabilities, and other non-current liabilities. The Company's finance leases are immaterial. ROU assets, along with any other related long-lived assets, are periodically evaluated for impairment.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Lease payments primarily include rent and insurance costs (lease components). The Company's leases also include non-lease components such as real estate taxes and common-area maintenance costs. The Company elected the practical expedient to account for lease and non-lease components as a single component. In certain of the Company's leases, the non-lease components are variable and in accordance with the standard are therefore excluded from lease payments to determine the ROU asset. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. Our determination of the lease term may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.

For operating leases, fixed lease payments are recognized as operating lease cost on a straight-line basis over the lease term. For finance leases and impaired operating leases, the ROU asset is depreciated on a straight-line basis over the remaining lease term, along with recognition of interest expense associated with accretion of the lease liability. For leases with a lease term of 12 months or less (a "Short-term" lease), any fixed lease payments are recognized on a straight-line basis over such term, and are not recognized on the Condensed Consolidated Balance Sheets. Variable lease cost for both operating and finance leases, if any, is recognized as incurred. Components of operating lease costs are as follows:


	For the Three Months Ended June 30,				For the Nine Months Ended June 30,
	2023		2022		2023		2022
Fixed	$	11,512	$	13,021	$	34,179	$	32,674
Variable (a), (b)	2,067		2,742		8,085		6,278
Short-term (b)	2,201		1,741		6,249		4,576
Total	$	15,780	$	17,504	$	48,513	$	43,528

(a) Primarily relates to common-area maintenance and property taxes.

(b) Not recorded on the balance sheet.

Supplemental cash flow information were as follows:


	For the Nine Months Ended June 30,
	2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	30,163	$	34,759
Financing cash flows from finance leases	1,673		1,936
Total	$	31,836	$	36,695

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


	June 30, 2023		September 30, 2022
Operating Leases:
Right of use assets:
Operating right-of-use assets	$	174,187	$	183,398

Lease Liabilities:
Current portion of operating lease liabilities	$	29,637	$	31,680
Long-term operating lease liabilities	154,608		159,414
Total operating lease liabilities	$	184,245	$	191,094

Finance Leases:
Property, plant and equipment, net(1)	$	12,340	$	13,696

Lease Liabilities:
Notes payable and current portion of long-term debt	$	1,824	$	2,065
Long-term debt, net	10,841		11,995
Total financing lease liabilities	$	12,665	$	14,060

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

Griffon has one finance lease outstanding for real estate located in Ocala, Florida. The lease matures in 2025 and bears interest at a fixed rate of approximately 5.6%. The Ocala, Florida lease contains a five-year renewal option. At June 30, 2023, $12,056 was outstanding. During 2022, the financing lease on the Troy, Ohio location expired. The lease bore interest at a rate of approximately 5.0%, was secured by a mortgage on the real estate, which was guaranteed by Griffon, and had a one dollar buyout at the end of the lease. Griffon exercised the one dollar buyout option in November 2021. 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, 2023 are as follows (in thousands):


	Operating Leases		Finance Leases
2023(a)	$	10,405	$	660
2024	38,331		2,380
2025	35,672		2,199
2026	26,718		2,140
2027	22,103		2,078
2028	17,905		2,074
Thereafter	83,454		3,628
Total lease payments	$	234,588	$	15,159
Less: Imputed Interest	(50,343)		(2,494)
Present value of lease liabilities	$	184,245	$	12,665

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

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


Weighted-average remaining lease term (years):
Operating leases	8.1
Finance Leases	6.8

Weighted-average discount rate:
Operating Leases	5.84	%
Finance Leases	5.56	%

LEASES


	For the Three Months Ended June 30,				For the Nine Months Ended June 30,
	2023		2022		2023		2022
Fixed	$	11,512	$	13,021	$	34,179	$	32,674
Variable (a), (b)	2,067		2,742		8,085		6,278
Short-term (b)	2,201		1,741		6,249		4,576
Total	$	15,780	$	17,504	$	48,513	$	43,528

(a) Primarily relates to common-area maintenance and property taxes.

(b) Not recorded on the balance sheet.

Supplemental cash flow information were as follows:


	For the Nine Months Ended June 30,
	2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	30,163	$	34,759
Financing cash flows from finance leases	1,673		1,936
Total	$	31,836	$	36,695

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


	June 30, 2023		September 30, 2022
Operating Leases:
Right of use assets:
Operating right-of-use assets	$	174,187	$	183,398

Lease Liabilities:
Current portion of operating lease liabilities	$	29,637	$	31,680
Long-term operating lease liabilities	154,608		159,414
Total operating lease liabilities	$	184,245	$	191,094

Finance Leases:
Property, plant and equipment, net(1)	$	12,340	$	13,696

Lease Liabilities:
Notes payable and current portion of long-term debt	$	1,824	$	2,065
Long-term debt, net	10,841		11,995
Total financing lease liabilities	$	12,665	$	14,060

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

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


	Operating Leases		Finance Leases
2023(a)	$	10,405	$	660
2024	38,331		2,380
2025	35,672		2,199
2026	26,718		2,140
2027	22,103		2,078
2028	17,905		2,074
Thereafter	83,454		3,628
Total lease payments	$	234,588	$	15,159
Less: Imputed Interest	(50,343)		(2,494)
Present value of lease liabilities	$	184,245	$	12,665

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

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


Weighted-average remaining lease term (years):
Operating leases	8.1
Finance Leases	6.8

Weighted-average discount rate:
Operating Leases	5.84	%
Finance Leases	5.56	%

PROPERTY, PLANT AND EQUIPMENT (Tables)

9 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Summary of Property, Plant and Equipment

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


	At June 30, 2023		At September 30, 2022
Land, building and building improvements	$	159,689	$	159,693
Machinery and equipment	439,989		511,779
Leasehold improvements	36,290		35,489
	635,968		706,961
Accumulated depreciation and amortization	(373,345)		(412,400)
Total	$	262,623	$	294,561

EMPLOYEE BENEFIT PLANS (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
EMPLOYEE BENEFIT PLANS (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Retirement Benefits [Abstract]
Interest cost	$ 1,826	$ 943	$ 5,477	$ 2,650
Expected return on plan assets	(2,553)	(2,905)	(7,660)	(8,329)
Amortization:
Recognized actuarial loss	944	844	2,833	2,534
Net periodic expense (income)	$ 217	$ (1,118)	$ 650	$ (3,145)

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2023	Sep. 30, 2022
CURRENT ASSETS
Cash and equivalents	$ 151,790	$ 120,184
Accounts receivable, net of allowances of $12,516 and $12,137	359,398	361,653
Inventories	554,958	669,193
Prepaid and other current assets	64,108	62,453
Assets of discontinued operations	984	1,189
Total Current Assets	1,131,238	1,214,672
PROPERTY, PLANT AND EQUIPMENT, net	262,623	294,561
OPERATING LEASE RIGHT-OF-USE ASSETS	174,187	183,398
GOODWILL	327,864	335,790
INTANGIBLE ASSETS, net	651,096	761,914
OTHER ASSETS	20,066	21,553
ASSETS OF DISCONTINUED OPERATIONS	4,141	4,586
Total Assets	2,571,215	2,816,474
CURRENT LIABILITIES
Notes payable and current portion of long-term debt	10,043	12,653
Accounts payable	152,202	194,793
Accrued liabilities	183,161	171,797
Current portion of operating lease liabilities	29,637	31,680
Liabilities of discontinued operations	7,260	12,656
Total Current Liabilities	382,303	423,579
LONG-TERM DEBT, net	1,536,415	1,560,998
LONG-TERM OPERATING LEASE LIABILITIES	154,608	159,414
OTHER LIABILITIES	156,533	190,651
LIABILITIES OF DISCONTINUED OPERATIONS	5,650	4,262
Total Liabilities	2,235,509	2,338,904
COMMITMENTS AND CONTINGENCIES - See Note 22
SHAREHOLDERS’ EQUITY
Total Shareholders’ Equity	335,706	477,570
Total Liabilities and Shareholders’ Equity	$ 2,571,215	$ 2,816,474

CREDIT LOSSES

9 Months Ended

Jun. 30, 2023

Credit Loss [Abstract]

CREDIT LOSSES

The Company is exposed to credit losses primarily through sales of products and services. Trade receivables are recorded at their stated amount, less allowances for discounts, credit losses and returns. The Company’s expected loss allowance methodology for trade receivables is primarily based on the aging method of the accounts receivables balances and the financial condition of its customers. The allowances represent estimated uncollectible receivables associated with potential customer defaults on contractual obligations (usually due to customers’ potential insolvency), discounts related to early payment of accounts receivables by customers and estimates for returns. The allowance for credit losses includes amounts for certain customers in which a risk of default has been specifically identified, as well as an amount for customer defaults, based on a formula, when it is determined the risk of some default is probable and estimable, but cannot yet be associated with specific customers. Allowance for discounts and returns are recorded as a reduction of revenue and the provision related to the allowance for credit losses is recorded in SG&A expenses.

The Company also considers current and expected future economic and market conditions when determining any estimate of credit losses. Generally, estimates used to determine the allowance are based on assessment of anticipated payment and all other historical, current and future information that is reasonably available. All accounts receivable amounts are expected to be collected in less than one year.

Based on a review of the Company's policies and procedures across all segments, including the aging of its trade receivables, recent write-off history and other factors related to future macroeconomic conditions, Griffon determined that its method to determine credit losses and the amount of its allowances for bad debts is in accordance with the accounting guidance for credit losses on financial instruments, including trade receivables, in all material respects.

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


	Nine months ended June 30,
	2023		2022
Beginning Balance, October 1	$	12,137	$	8,787
Allowance for credit losses acquired	—		2,599
Provision for expected credit losses	2,732		2,430
Amounts written off charged against the allowance	(1,916)		(159)
Other, primarily foreign currency translation	(437)		(116)
Ending Balance, June 30	$	12,516	$	13,541

ACQUISITIONS - Schedule of Pro Forma Information (Details) - Hunter Fan Company $ in Thousands	9 Months Ended
	Jun. 30, 2022 USD ($)
Business Acquisition [Line Items]
Revenue	$ 2,230,056
Income from continuing operations	$ 127,299

PROPERTY, PLANT AND EQUIPMENT - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Property, Plant and Equipment [Line Items]
Depreciation and amortization expense	$ 10,000	$ 12,173	$ 33,090	$ 34,650
Selling, general and administrative expenses
Property, Plant and Equipment [Line Items]
Depreciation and amortization expense	$ 4,404	$ 4,578	$ 13,289	$ 12,234

SHAREHOLDERS' EQUITY AND EQUITY COMPENSATION - Narrative (Details) $ / shares in Units, $ in Thousands						3 Months Ended							9 Months Ended		12 Months Ended
	Aug. 02, 2023 $ / shares	Apr. 19, 2023 USD ($) $ / shares	Jun. 27, 2022 $ / shares	Feb. 17, 2022 shares	Jan. 30, 2020 shares	Jun. 30, 2023 USD ($) $ / shares shares	Mar. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) executive $ / shares shares	Sep. 30, 2022 $ / shares	Jun. 30, 2022 $ / shares	Mar. 31, 2022 $ / shares	Dec. 31, 2021 $ / shares	Jun. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2022 $ / shares	Sep. 30, 2022 $ / shares	Apr. 18, 2023 USD ($)	Jan. 31, 2018 shares
Class of Stock [Line Items]
Common stock, dividends, per share, cash paid (in dollars per share) \| $ / shares						$ 2.125				$ 0.09			$ 2.325	$ 0.27	$ 0.36
Number of additional shares authorized for award (in shares)				1,200,000
Reissuance of shares in treasury for award under share-based payment arrangement (in shares)													494,748
Stock repurchase program, authorized amount, period income (decrease) \| $		$ 200,000
Stock repurchase program, remaining authorized repurchase amount \| $		$ 257,955				$ 172,594							$ 172,594			$ 57,955
Stock repurchased during period (in shares)						2,541,932							2,541,932
Stock repurchased during period \| $						$ 85,361							$ 85,361
Stock repurchased during period, cost (in dollars per share) \| $ / shares						$ 33.58							$ 33.58
Stock repurchase program, exercise tax accrued \| $						$ 647							$ 647
Restricted Stock Award
Class of Stock [Line Items]
Equity instruments other than options, grants in period (in shares)						0	39,972	466,677
Shares paid for tax withholding for share based compensation (in shares)						0							365,739
Shares paid for tax withholding for share based compensation, value \| $													$ 12,881
Shares paid for tax withholding for share based compensation, value per share (in dollars per share) \| $ / shares													$ 35.22
Restricted Stock Award \| Non-employees, directors
Class of Stock [Line Items]
Award vesting period							1 year
Equity instruments other than options, granted in period, fair value \| $							$ 1,211
Equity instruments other than options, grants in period, weighted average grant date fair value (in dollars per share) \| $ / shares							$ 30.29
Restricted Stock Award \| Minimum
Class of Stock [Line Items]
Award vesting period													3 years
Restricted Stock Award \| Maximum
Class of Stock [Line Items]
Award vesting period													4 years
Restricted Stock Subject to Performance Conditions \| Executives and Key Employees
Class of Stock [Line Items]
Award vesting period								36 months
Equity instruments other than options, grants in period (in shares)								249,480
Equity instruments other than options, granted in period, fair value \| $								$ 8,385
Equity instruments other than options, grants in period, weighted average grant date fair value (in dollars per share) \| $ / shares								$ 33.61
Number of executive officers granted shares \| executive								44
Restricted Stock Subject to Performance Conditions \| Senior Executives
Class of Stock [Line Items]
Award vesting period								36 months
Equity instruments other than options, grants in period (in shares)								205,296
Equity instruments other than options, granted in period, fair value \| $								$ 3,555
Equity instruments other than options, grants in period, weighted average grant date fair value (in dollars per share) \| $ / shares								$ 34.63
Number of executive officers granted shares \| executive								2
Award post-vesting holding period								2 years
Restricted Stock Subject to Performance Conditions \| Minimum \| Senior Executives
Class of Stock [Line Items]
Number of shares to be vested if performance condition is attained (in shares)								51,324
Target number of shares to be vested if performance condition is attained (in shares)								102,648
Restricted Stock Subject to Performance Conditions \| Maximum \| Senior Executives
Class of Stock [Line Items]
Number of shares to be vested if performance condition is attained (in shares)								205,296
Restricted Stock Units
Class of Stock [Line Items]
Equity instruments other than options, grants in period (in shares)						0
Shares paid for tax withholding for share based compensation (in shares)													3,066
Shares paid for tax withholding for share based compensation, value \| $													$ 108
Shares paid for tax withholding for share based compensation, value per share (in dollars per share) \| $ / shares													$ 35.31
Restricted Stock Units \| Executives and Key Employees
Class of Stock [Line Items]
Equity instruments other than options, grants in period (in shares)								11,901
Restricted Stock Units \| Minimum
Class of Stock [Line Items]
Award vesting period													3 years
Restricted Stock Units \| Maximum
Class of Stock [Line Items]
Award vesting period													4 years
Incentive Plan
Class of Stock [Line Items]
Number of shares authorized for award (in shares)						6,250,000							6,250,000				1,000,000
Number of additional shares authorized for award (in shares)					1,700,000
Share-based compensation arrangement by share-based payment award, expiration period				10 years
Maximum percentage of exercise price at grant date fair value				100.00%
Number of shares available for grant (in shares)						328,473							328,473
Incentive Plan \| Incentive Stock Options
Class of Stock [Line Items]
Number of shares authorized for award (in shares)						600,000							600,000
Quarterly Dividend
Class of Stock [Line Items]
Common stock, dividends, per share, cash paid (in dollars per share) \| $ / shares							$ 0.10	$ 0.10	$ 0.09	$ 0.09	$ 0.09	$ 0.09
Dividends declared, amount per share (in dollars per share) \| $ / shares						$ 0.125
Quarterly Dividend \| Subsequent Event
Class of Stock [Line Items]
Dividends declared, amount per share (in dollars per share) \| $ / shares	$ 0.125
Special Cash Dividends
Class of Stock [Line Items]
Dividends declared, amount per share (in dollars per share) \| $ / shares		$ 2.00	$ 2.00

EMPLOYEE BENEFIT PLANS

9 Months Ended

Jun. 30, 2023

Retirement Benefits [Abstract]

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,
	2023		2022		2023		2022

Interest cost	$	1,826	$	943	$	5,477	$	2,650
Expected return on plan assets	(2,553)		(2,905)		(7,660)		(8,329)
Amortization:

Recognized actuarial loss	944		844		2,833		2,534

Net periodic expense (income)	$	217	$	(1,118)	$	650	$	(3,145)

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 70
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480794/715-70-50-1

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 17
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480482/715-20-55-17

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)(iv)(03)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (q)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (l)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//715/tableOfContent

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)(iii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (o)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (p)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (r)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (r)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480126/715-20-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 60
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480266/715-60-50-3

+ Details

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
INCOME TAXES (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Provision (benefit) for income taxes	$ 29,248	$ 23,268	$ 20,662	$ 55,119
Income before taxes from continuing operations	78,453	76,050	56,314	182,765
Effective income tax rate reconciliation, adjustments related to strategic review cost, amount	5,812	3,220	20,234	3,220
Effective income tax rate reconciliation, adjustments related to strategic review cost, net of tax	4,378	2,416	15,258	2,416
Restructuring charges	3,862	5,909	82,196	12,391
Restructuring charges, net of tax	2,831	4,359	61,360	9,185
Effective income tax rate reconciliation, special dividend ESOP charges	9,042		9,042
Effective income tax rate reconciliation, special dividend ESOP charges, net of tax	6,936		6,936
Effective income tax rate reconciliation, acquired inventory sold		2,700		5,401
Effective income tax rate reconciliation, acquired inventory sold, net of tax		2,005		4,012
Effective income tax rate reconciliation, proxy contest cost	568		2,685	6,952
Effective income tax rate reconciliation, proxy contest cost, net of tax	435		2,059	5,359
Other tax expense (benefit) that affect comparability	$ 6,519	913	$ (2,537)	(661)
Effective income tax rate reconciliation, debt extinguishment loss		5,287		5,287
Effective income tax rate reconciliation, debt extinguishment loss, net of tax		$ 4,022		$ 4,022
Effective tax rate	28.10%	28.60%	28.90%	28.90%
Effective income tax rate reconciliation, tax expense (benefit), disposition of assets			$ (10,852)
Effective income tax rate reconciliation, tax expense (benefit), disposition of assets, net of tax			(8,323)
Effective income tax rate reconciliation, impairment losses			100,000
Effective income tax rate reconciliation, impairment losses, net of tax			$ 74,256
Effective income tax rate reconciliation, acquisition cost				$ 9,303
Effective income tax rate reconciliation, acquisition cost, net of tax				$ 8,149

OTHER COMPREHENSIVE INCOME (LOSS) (Tables)

9 Months Ended

Jun. 30, 2023

Other Comprehensive Income (Loss), Net of Tax, Alternative [Abstract]

Summary of Comprehensive Income (Loss)

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


	For the Three Months Ended June 30,
	2023						2022

	Pre-tax		Tax		Net of tax		Pre-tax		Tax		Net of tax
Foreign currency translation adjustments	$	2,309	$	—	$	2,309	$	(17,823)	$	—	$	(17,823)
Pension and other defined benefit plans	943		(196)		747		1,511		(315)		1,196
Cash flow hedges	(3,916)		1,175		(2,741)		3,500		(1,050)		2,450

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


	For the Nine Months Ended June 30,
	2023						2022
	Pre-tax		Tax		Net of tax		Pre-tax		Tax		Net of tax
Foreign currency translation adjustments	$	14,580	$	—	$	14,580	$	(14,093)	$	—	$	(14,093)
Pension and other defined benefit plans	2,972		(617)		2,355		2,534		(530)		2,004
Cash flow hedges	(2,555)		767		(1,788)		158		(48)		110

Total other comprehensive income (loss)	$	14,997	$	150	$	15,147	$	(11,401)	$	(578)	$	(11,979)

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


	At June 30, 2023		At September 30, 2022
Foreign currency translation adjustments	$	(42,590)	$	(57,170)
Pension and other defined benefit plans	(24,944)		(27,299)
Change in Cash flow hedges	(57)		1,731

	$	(67,591)	$	(82,738)

Reclassification from Accumulated Other Comprehensive Income (Loss)

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,
Gain (Loss)	2023		2022		2023		2022


Pension amortization	$	(944)	$	(844)	$	(2,833)	$	(2,534)
Cash flow hedges	641		716		1,654		3,633

Total gain (loss)	$	(303)	$	(128)	$	(1,179)	$	1,099
Tax benefit (expense)	64		27		248		(230)
Total	$	(239)	$	(101)	$	(931)	$	869

DISCONTINUED OPERATIONS - Income Statement Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Income from discontinued operations before taxes	$ 0	$ 113,457	$ 0	$ 117,777
Provision for income taxes	$ 0	25,952	$ 0	20,149
Defense Electronics \| Discontinued Operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenue		50,795		161,061
Cost of goods and services		39,059		125,208
Gross profit		11,736		35,853
Selling, general and administrative expenses		6,114		26,423
Income from discontinued operations		5,622		9,430
Interest income, net		0		2
Gain on sale of business		108,949		108,949
Other, net		(1,114)		(604)
Total other income (expense)		107,835		108,347
Income from discontinued operations before taxes		113,457		117,777
Provision for income taxes		25,952		20,149
Income from discontinued operations		$ 87,505		$ 97,628

COMMITMENTS AND CONTINGENCIES	9 Months Ended
COMMITMENTS AND CONTINGENCIES	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Legal and environmental Peekskill Site. Lightron Corporation (“Lightron”), a wholly-owned subsidiary of Griffon, once conducted lamp manufacturing and metal finishing operations at a location in the Town of Cortlandt, New York, just outside the city of Peekskill, New York (the “Peekskill Site”) which was owned by ISC Properties, Inc. (“ISCP”), a wholly-owned subsidiary of Griffon, for approximately three years. ISCP sold the Peekskill Site in November 1982. Based upon studies conducted by ISCP and the New York Department of Environmental Conservation, soils and groundwater beneath the Peekskill Site contain chlorinated solvents and metals. Stream sediments downgradient from the Peekskill Site also contain metals. On May 15, 2019 the United States Environmental Protection Agency ("EPA") added the Peekskill Site to the National Priorities List under CERCLA and has since reached agreement with Lightron and ISCP pursuant to which Lightron and ISCP will perform a Remedial Investigation/Feasibility Study (“RI/FS”). Performance of the RI/FS is expected to be completed in calendar 2024. 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. One of Griffon’s insurers is defending Lightron, ISCP and Griffon subject to a reservation of rights and is paying the costs of the RI/FS. Memphis, TN site. Hunter Fan Company (“Hunter”) operated headquarters and a production plant in Memphis, TN for over 50 years (the “Memphis Site”). While Hunter completed certain on-site remediation of PCB-contaminated soils, Hunter did not investigate the extent to which PCBs existed beneath the building itself nor determine whether off-site areas had been impacted. Hunter vacated the site approximately twenty years ago, and the on-site buildings have now been demolished. The State of Tennessee Department of Environment and Conservation (“TDEC”) identified the Memphis site as being potentially contaminated, raising the possibility that site operations could have resulted in soil and groundwater contamination involving volatile organic compounds and metals. In 2021, the TDEC performed a preliminary assessment of the site and recommended to the United States Environmental Protection Agency (“EPA”) that it include the site on the National Priorities List established under CERCLA. The TDEC further recommended that the EPA fund an investigation of potential soil gas contamination in receptors near the site. The TDEC has also indicated that it will proceed with this investigation if the EPA does not act. 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. However, given that certain PCB work was not completed in the past and the TDEC’s stated intent for the EPA to perform an investigation (and the statement by the TDEC that it will perform the investigation if the EPA will not), liability is probable in this matter. There are other potentially responsible parties for this site, including a former owner of Hunter; Hunter has notified such former owner of this matter, which may have certain liability for any required remediation. If the EPA decides to add this site to the National Priorities List, a Remedial Investigation/Feasibility Study (“RI/FS”) will be required. Hunter expects that the EPA will ask it to perform this work. If Hunter does not reach an agreement with the EPA to perform this work, the EPA will implement the RI/FS on its own. Should the EPA implement the RI/FS or perform further studies and/or subsequently remediate the site without first reaching an agreement with one or more relevant parties, the EPA would likely seek reimbursement from such parties, including Hunter, for the costs incurred. General legal Griffon is subject to various laws and regulations relating to the protection of the environment and is a party to legal proceedings arising in the ordinary course of business. Management believes, based on facts presently known to it, that the resolution of the matters above and such other matters will not have a material adverse effect on Griffon’s consolidated financial position, results of operations or cash flows.

RESTRUCTURING CHARGES (Tables)

9 Months Ended

Jun. 30, 2023

Restructuring and Related Activities [Abstract]

Summary of the Restructuring and Other Related Charges

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,
	2023		2022		2023		2022
Cost of goods and services	$	1,777	$	2,441	$	76,422	$	5,218
Selling, general and administrative expenses	2,085		3,468		5,774		7,173
Total restructuring charges	$	3,862	$	5,909	$	82,196	$	12,391


	For the Three Months Ended June 30,				For the Nine Months Ended June 30,
	2023		2022		2023		2022
Personnel related costs	$	2,234	$	1,613	$	10,284	$	3,751
Facilities, exit costs and other	1,628		3,857		12,794		6,146

Non-cash facility and other	—		439		59,118		2,494
Total	$	3,862	$	5,909	$	82,196	$	12,391

Summary of Accrued Liability for the Restructuring and Related Charges

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


	Cash Charges				Non-Cash
	Personnel related costs		Facilities & Exit Costs		Facility and Other Costs(1)		Total
Accrued liability at September 30, 2021	$	418	$	264	$	—	$	682
Q1 Restructuring charges	260		1,167		289		1,716
Q1 Cash payments	(275)		(1,167)		—		(1,442)
Q1 Non-cash charges	—		—		(289)		(289)
Accrued liability at December 31, 2021	$	403	$	264	$	—	$	667
Q2 Restructuring charges	1,878		1,122		1,766		4,766
Q2 Cash payments	(1,883)		(1,122)		—		(3,005)
Q2 Non-cash charges	—		—		(1,766)		(1,766)
Accrued liability at March 31, 2022	$	398	$	264	$	—	$	662
Q3 Restructuring charges	1,613		3,857		439		5,909
Q3 Cash payments	(1,619)		(3,857)		—		(5,476)
Q3 Non-cash charges	—		—		(439)		(439)
Accrued liability at June 30, 2022	$	392	$	264	$	—	$	656

___________________


	Cash Charges				Non-Cash
	Personnel related costs		Facilities & Exit Costs		Facility and Other Costs (2)		Total
Accrued liability at September 30, 2022	$	386	$	264	$	—	$	650

Q1 Cash payments	(74)		(93)		—		(167)

Accrued liability at December 31, 2022	$	312	$	171	$	—	$	483
Q2 Restructuring charges	8,050		11,166		59,118		78,334
Q2 Cash payments	(244)		(1,883)		—		(2,127)
Q2 Non-cash charges	—		—		(59,118)		(59,118)
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

___________________

INCOME TAXES	9 Months Ended
INCOME TAXES	Jun. 30, 2023
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXESDuring the quarter ended June 30, 2023, the Company recognized a tax provision of $29,248 on income before taxes from continuing operations of $78,453, compared to a tax provision of $23,268 on income before taxes from continuing operations of $76,050 in the prior year quarter. The current year quarter results included strategic review costs (retention and other) of $5,812 ($4,378, net of tax), restructuring charges of $3,862 ($2,831, net of tax), special dividend Employee Stock Ownership Plan ("ESOP") charges of $9,042 ($6,936, net of tax), proxy costs of $568 ($435, net of tax) and discrete and certain other tax provisions, net, that affect comparability of $6,519. The prior year quarter results included restructuring charges of $5,909 ($4,359, net of tax), fair value step-up of acquired inventory sold of $2,700 ($2,005, net of tax), strategic review - retention and other of $3,220 ($2,416, net of tax), debt extinguishment, net, of $5,287 ($4,022, net of tax), and discrete and certain other tax provisions, net, that affect comparability of $913. Excluding these items, the effective tax rates for the quarters ended June 30, 2023 and 2022 were 28.1% and 28.6%, respectively.During the nine months ended June 30, 2023, the Company recognized a tax provision of $20,662 on income before taxes from continuing operations of $56,314, compared to a tax provision of $55,119 on income before taxes from continuing operations of $182,765 in the prior year period. The nine months ended June 30, 2023 included a gain on the sale of a building of $10,852 ($8,323, net of tax), strategic review costs (retention and other) of $20,234 ($15,258, net of tax), restructuring charges of $82,196 ($61,360, net of tax), special dividend ESOP charges of $9,042 ($6,936, net of tax), intangible asset impairment charges of $100,000 ($74,256, net of tax), proxy expenses of $2,685 ($2,059, net of tax) and discrete and certain other tax benefits, net, that affect comparability of $2,537. The nine months ended June 30, 2022 included restructuring charges of $12,391 ($9,185, net of tax), acquisition costs of $9,303 ($8,149, net of tax), proxy costs of $6,952 ($5,359, net of tax), fair value step-up of acquired inventory sold of $5,401 ($4,012, net of tax), strategic review - retention and other of $3,220 ($2,416, net of tax), debt extinguishment, net, of $5,287 ($4,022, net of tax), and discrete and certain other tax benefits, net, that affect comparability of $661. Excluding these items, the effective tax rates for the nine months ended June 30, 2023 and 2022 were both 28.9%.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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+ Details

WARRANTY LIABILITY (Tables)

9 Months Ended

Jun. 30, 2023

Product Warranties Disclosures [Abstract]

Summary of Changes in Warranty Liability, Included in Accrued Liabilities

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


	Three Months Ended June 30,				Nine Months Ended June 30,
	2023		2022		2023		2022
Balance, beginning of period	$	21,341	$	19,197	$	18,026	$	7,818
Warranties issued and changes in estimated pre-existing warranties	4,999		5,119		16,079		14,368
Actual warranty costs incurred	(3,402)		(4,937)		(11,167)		(10,399)
Other warranty liabilities assumed from acquisitions	—		—		—		7,592
Balance, end of period	$	22,938	$	19,379	$	22,938	$	19,379

GOODWILL AND OTHER INTANGIBLES (Tables)

9 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Changes in Carrying Value of Goodwill

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


	At September 30, 2022		Hunter Acquisition (1)		At June 30, 2023
Consumer and Professional Products	$	144,537	$	(7,926)	$	136,611
Home and Building Products	191,253		—		191,253


Total	$	335,790	$	(7,926)	$	327,864
(1) The decrease is due to the final allocation of the purchase price for the Hunter acquisition primarily related to deferred taxes.

Summary of Gross Carrying Value and Accumulated Amortization of Intangible Assets

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


	At June 30, 2023					At September 30, 2022
	Gross Carrying Amount		Accumulated Amortization		Average Life (Years)	Gross Carrying Amount		Accumulated Amortization
Customer relationships & other	$	444,602	$	108,510	23	$	442,085	$	91,143
Technology and patents	15,178		3,595		13	14,326		3,022
Total amortizable intangible assets	459,780		112,105			456,411		94,165
Trademarks	303,421		—			399,668		—
Total intangible assets	$	763,201	$	112,105		$	856,079	$	94,165

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
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+ Details

REVENUE	9 Months Ended
REVENUE	Jun. 30, 2023
Revenue from Contract with Customer [Abstract]
REVENUE	REVENUE The Company recognizes revenue when performance obligations identified under the terms of contracts with its customers are satisfied. A performance obligation is a promise in a contract to transfer a distinct good or service, or a bundle of goods or services, to the customer, and is the unit of accounting. A contract with a customer is an agreement which both parties have approved, that creates enforceable rights and obligations, has commercial substance and with respect to which payment terms are identified and collectability is probable. Once the Company has entered into a contract or purchase order, it is evaluated to identify performance obligations. For each performance obligation, revenue is recognized when control of the promised products is transferred to the customer, or services are satisfied under the contract or purchase order, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products or services (the transaction price). The Company’s performance obligations are recognized at a point in time related to the manufacture and sale of a broad range of products and components, and revenue is recognized when title, and risk and rewards of ownership, have transferred to the customer, which is generally upon shipment. 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, 2022. See Note 13 - Business Segments for revenue from contracts with customers disaggregated by end markets, segments and geographic location.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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+ Details

RECENT ACCOUNTING PRONOUNCEMENTS	9 Months Ended
RECENT ACCOUNTING PRONOUNCEMENTS	Jun. 30, 2023
Accounting Changes and Error Corrections [Abstract]
RECENT ACCOUNTING PRONOUNCEMENTS	RECENT ACCOUNTING PRONOUNCEMENTS In October 2021, the Financial Accounting Standards Board ("FASB") issued ASU No. 2021-08, Business Combinations (Topic 805); Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This new guidance affects all entities that enter into a business combination within the scope of ASC 805-10. Under this new guidance, the acquirer should determine what contract assets and/or liabilities it would have recorded under ASC 606 (Revenue Guidance) as of the acquisition date, as if the acquirer had entered into the original contract at the same date and on the same terms as the acquirer. Under current U.S. GAAP, contract assets and contract liabilities acquired in a business combination are recorded by the acquirer at fair value. This update is effective for the Company beginning in fiscal 2023. Adoption of this standard did not have a material impact on our consolidated financial statements and the related disclosures. 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.

CREDIT LOSSES (Tables)

9 Months Ended

Jun. 30, 2023

Credit Loss [Abstract]

Schedule of Accounts Receivable, Allowance for Credit Losses


	Nine months ended June 30,
	2023		2022
Beginning Balance, October 1	$	12,137	$	8,787
Allowance for credit losses acquired	—		2,599
Provision for expected credit losses	2,732		2,430
Amounts written off charged against the allowance	(1,916)		(159)
Other, primarily foreign currency translation	(437)		(116)
Ending Balance, June 30	$	12,516	$	13,541

LONG-TERM DEBT - Narrative (Details) $ in Thousands					1 Months Ended			3 Months Ended				9 Months Ended		12 Months Ended
LONG-TERM DEBT - Narrative (Details) $ in Thousands	Jun. 30, 2023 USD ($)	Jun. 30, 2023 GBP (£)	Dec. 31, 2022	Jan. 24, 2022 USD ($)	Jul. 31, 2018 GBP (£)	Jul. 31, 2016 AUD ($)	Nov. 30, 2012	Jun. 30, 2023 USD ($)	Jun. 30, 2023 AUD ($)	Dec. 31, 2022 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2022	Dec. 31, 2020 USD ($)	Aug. 01, 2023 USD ($)	Jul. 31, 2023 USD ($)	Jun. 30, 2023 CAD ($)	Jun. 30, 2023 AUD ($)	Jun. 30, 2023 GBP (£)	Mar. 01, 2023 AUD ($)	Feb. 28, 2023 AUD ($)	Sep. 30, 2022 USD ($)	Dec. 09, 2021 USD ($)	Dec. 30, 2020 USD ($)	Aug. 03, 2020 USD ($)	Jun. 22, 2020
Debt Instrument [Line Items]
Repurchase of debt instrument, discount rate	91.82%							91.82%				91.82%						91.82%	91.82%	91.82%
Debt outstanding	$ 1,565,319,000							$ 1,565,319,000				$ 1,565,319,000											$ 1,595,560,000
Basis spread on variable rate							1.30%
Gain (loss) on extinguishment of debt								0			$ (5,287,000)	0	$ (5,287,000)
Long-term debt	$ 1,546,458,000							$ 1,546,458,000				$ 1,546,458,000											$ 1,573,651,000
Ocala, Florida
Debt Instrument [Line Items]
Lessee, finance Lease, discount rate	5.60%							5.60%				5.60%						5.60%	5.60%	5.60%
Lease renewal term	5 years							5 years				5 years						5 years	5 years	5 years
Troy, Ohio
Debt Instrument [Line Items]
Lessee, finance Lease, discount rate	5.00%							5.00%				5.00%						5.00%	5.00%	5.00%
Lessee, finance lease buyout amount	$ 1							$ 1				$ 1
Revolver due 2025
Debt Instrument [Line Items]
Maximum borrowing capacity				$ 400,000,000
Maximum percentage of equity interest of subsidiaries borrowings guaranteed														65.00%
Outstanding standby letters of credit	12,802,000							12,802,000				12,802,000
Remaining borrowing capacity	$ 300,493,000							$ 300,493,000				$ 300,493,000
Revolver due 2025 \| Subsequent Event
Debt Instrument [Line Items]
Maximum borrowing capacity																$ 500,000,000	$ 400,000,000
Revolver due 2025 \| Letter of Credit Subfacility
Debt Instrument [Line Items]
Maximum borrowing capacity																								$ 100,000,000
Revolver due 2025 \| Letter of Credit Subfacility \| Subsequent Event
Debt Instrument [Line Items]
Maximum borrowing capacity																125,000,000
Revolver due 2025 \| Multicurrency Subfacility
Debt Instrument [Line Items]
Maximum borrowing capacity																								200,000,000
Line of credit facility, incremental minimum borrowing amount																								$ 375,000,000
Revolver due 2025 \| Multicurrency Subfacility \| Subsequent Event
Debt Instrument [Line Items]
Line of credit facility, incremental minimum borrowing amount																$ 500,000,000
Revolver Due 2025, SOFR Loan
Debt Instrument [Line Items]
Debt instrument, interest rate, effective percentage	6.75%							6.75%				6.75%						6.75%	6.75%	6.75%
Revolver Due 2025, SOFR Loan \| Secured Overnight Financing Rate
Debt Instrument [Line Items]
Basis spread on variable rate														1.50%
Revolver Due 2025, SONIA Loan
Debt Instrument [Line Items]
Debt instrument, interest rate, effective percentage	6.46%							6.46%				6.46%						6.46%	6.46%	6.46%
Revolver Due 2025, SONIA Loan \| SONIA
Debt Instrument [Line Items]
Basis spread on variable rate														1.50%
Revolver Due 2025, Base Rate Loan
Debt Instrument [Line Items]
Debt instrument, interest rate, effective percentage	8.75%							8.75%				8.75%						8.75%	8.75%	8.75%
Revolver Due 2025, Base Rate Loan \| Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate														0.50%
Revolving Credit Facility \| Ames UK
Debt Instrument [Line Items]
Face amount \| £					£ 5,000
Debt outstanding \| £																				£ 0
Long-term line of credit, revolver outstanding balance	$ 0							$ 0				$ 0
Revolving Credit Facility \| Northcote Holdings Pty. Ltd
Debt Instrument [Line Items]
Maximum borrowing capacity						$ 20,000,000
Line of credit facility, cancelled																			$ 20,000,000
Revolving Credit Facility \| SONIA \| Ames UK
Debt Instrument [Line Items]
Basis spread on variable rate			8.25%
Revolving Credit Facility \| Base Rate \| Ames UK
Debt Instrument [Line Items]
Basis spread on variable rate					3.25%
Term Loan \| Ames UK
Debt Instrument [Line Items]
Repayments of debt	$ 9,543,000	£ 7,525,000
Debt redeemed \| £		14,000,000
Term Loan \| Northcote Holdings Pty. Ltd
Debt Instrument [Line Items]
Repayments of debt									$ 9,625,000
Long-term debt																			18,375,000
Receivables Purchase Facility \| Northcote Holdings Pty. Ltd
Debt Instrument [Line Items]
Maximum borrowing capacity																			$ 15,000,000		$ 30,000	$ 15,000,000
Debt instrument, interest rate, effective percentage	5.39%							5.39%				5.39%						5.39%	5.39%	5.39%
Remaining borrowing capacity	$ 19,878,000							$ 19,878,000				$ 19,878,000							$ 30,000,000
Long-term line of credit	$ 0							$ 0				$ 0
Receivables Purchase Facility \| Bank Bill Swap Rate \| Northcote Holdings Pty. Ltd
Debt Instrument [Line Items]
Basis spread on variable rate						1.25%
Senior notes due 2028
Debt Instrument [Line Items]
Face amount																									$ 1,000,000,000
Debt instrument, interest rate, stated percentage	5.75%							5.75%				5.75%						5.75%	5.75%	5.75%			5.75%				5.75%
Capitalized debt issuance costs																										$ 16,448,000
Debt instrument, repurchased face amount	$ 25,225,000,000							$ 25,225,000,000				$ 25,225,000,000
Debt instrument, repurchase amount	23,161,000,000							23,161,000,000				23,161,000,000
Gain on repurchase of debt instrument												1,767,000
Gain (loss) on extinguishment of debt, before write off of debt issuance cost								2,064,000
Write off of debt issuance costs								297,000
Debt outstanding	974,775,000							974,775,000				974,775,000											$ 974,775,000
Debt issuance fees and expenses, net	9,425,000							9,425,000				9,425,000
Long-term debt	965,580,000							965,580,000				965,580,000											964,102,000
Senior notes due 2028 \| Fair Value, Inputs, Level 1
Debt Instrument [Line Items]
Senior note, fair value disclosure	904,104,000							904,104,000				904,104,000
Senior notes due 2022
Debt Instrument [Line Items]
Repayments of debt															$ 1,000,000,000
Debt instrument, interest rate, stated percentage																											5.25%
Senior Notes
Debt Instrument [Line Items]
Debt outstanding	974,775,000							974,775,000				974,775,000
Term Loan \| Term Loan B due 2029
Debt Instrument [Line Items]
Face amount				800,000,000
Capitalized debt issuance costs				$ 15,466,000
Debt issuance fees and expenses, net	$ 7,769,000							$ 7,769,000				$ 7,769,000
Secured overnight financing rate floor				0.00005%
Debt instrument, interest rate, effective percentage	7.64%							7.64%				7.64%						7.64%	7.64%	7.64%
Debt instrument, issuance price (in percentage)				99.75%
Debt instrument, periodic payment, principal								$ 2,000,000
Debt redeemed										$ 300,000,000
Gain (loss) on extinguishment of debt								(6,296,000)
Write off of deferred debt issuance cost, underwriting and other fees								5,575,000
Write off of deferred debt issuance cost, original issuer discount								721,000
Term Loan \| Term Loan B due 2029 \| Secured Overnight Financing Rate
Debt Instrument [Line Items]
Basis spread on variable rate				0.00023%
Term Loan B due 2029
Debt Instrument [Line Items]
Debt outstanding	$ 490,000,000							490,000,000				$ 490,000,000											496,000,000
Long-term debt	481,215,000							481,215,000				481,215,000											486,033,000
Term Loan B due 2029 \| Fair Value, Inputs, Level 1
Debt Instrument [Line Items]
Senior note, fair value disclosure	487,550,000							487,550,000				487,550,000
Finance lease - real estate
Debt Instrument [Line Items]
Debt outstanding	12,056,000							12,056,000				12,056,000											13,091,000
Long-term debt	12,056,000							12,056,000				12,056,000											$ 13,091,000
Non US lines of credit
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 11,334,000							$ 11,334,000				$ 11,334,000						$ 15,000
Non US lines of credit \| CDOR
Debt Instrument [Line Items]
Interest rate at period end	6.57%							6.57%				6.57%						6.57%	6.57%	6.57%
Non US lines of credit \| Bankers Acceptance Rate
Debt Instrument [Line Items]
Interest rate at period end	6.32%							6.32%				6.32%						6.32%	6.32%	6.32%
Mortgages \| Ames UK
Debt Instrument [Line Items]
Repayments of debt	$ 3,108,000	2,451,000
Debt redeemed \| £		£ 4,000,000

LEASES - Weighted Average Lease Terms and Discount Rates (Details)	Jun. 30, 2023
Weighted-average remaining lease term (years):
Operating leases	8 years 1 month 6 days
Finance Leases	6 years 9 months 18 days
Weighted-average discount rate:
Operating Leases	5.84%
Finance Leases	5.56%

BUSINESS SEGMENTS

9 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

BUSINESS SEGMENTS

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

•Home and Building Products ("HBP") conducts its operations through Clopay. Founded in 1964, Clopay is the largest manufacturer and marketer of garage doors and rolling steel doors in North America. Residential and commercial sectional garage doors are sold through professional dealers and leading home center retail chains throughout North America under the brands Clopay, Ideal, and Holmes. Rolling steel door and grille products designed for commercial, industrial, institutional, and retail use are sold under the Cornell and Cookson brands.

•Consumer and Professional Products (“CPP”) is a leading North American manufacturer and a global provider of branded consumer and professional tools; residential, industrial and commercial fans; home storage and organization products; and products that enhance indoor and outdoor lifestyles. CPP sells products globally through a portfolio of leading brands including AMES, since 1774, Hunter, since 1886, True Temper, and ClosetMaid.

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


	For the Three Months Ended June 30,				For the Nine Months Ended June 30,
REVENUE	2023		2022		2023		2022
Home and Building Products	$	401,142	$	405,545	$	1,194,374	$	1,082,726
Consumer and Professional Products	282,288		362,634		849,424		1,056,819
Total revenue	$	683,430	$	768,179	$	2,043,798	$	2,139,545

Disaggregation of Revenue

Revenue from contracts with customers is disaggregated by end markets, segments and geographic location, as it more accurately depicts the nature and amount of the Company’s revenue. The following table presents revenue disaggregated by end market and segment:


	For the Three Months Ended June 30,				For the Nine Months Ended June 30,
	2023		2022		2023		2022
Residential repair and remodel	$	186,554	$	194,526	$	562,433	$	511,988
Commercial	179,054		167,173		524,811		455,338
Residential new construction	35,534		43,846		107,130		115,400
Total Home and Building Products	401,142		405,545		1,194,374		1,082,726
Residential repair and remodel	107,276		139,126		292,385		292,516
Retail	63,560		99,284		229,960		382,202
Residential new construction	12,600		11,387		36,785		33,733
Industrial	22,204		24,748		58,380		57,122
International excluding North America	76,648		88,089		231,914		291,246
Total Consumer and Professional Products	282,288		362,634		849,424		1,056,819








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

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



	For the Three Months Ended June 30,
	2023						2022
	HBP		CPP		Total			HBP		CPP		Total
United States	$	382,295	$	195,132	$	577,427		$	384,265	$	248,068	$	632,333
Europe	—		19,792		19,792			7		31,113		31,120
Canada	16,576		12,955		29,531			15,683		19,592		35,275
Australia	—		49,548		49,548			—		55,142		55,142
All other countries	2,271		4,861		7,132			5,590		8,719		14,309
Consolidated revenue	$	401,142	$	282,288	$	683,430		$	405,545	$	362,634	$	768,179


	For the Nine Months Ended June 30,
	2023						2022
	HBP		CPP		Total			HBP		CPP		Total
United States	$	1,139,936	$	561,184	$	1,701,120		$	1,031,650	$	677,714	$	1,709,364
Europe	16		43,558		43,574			51		96,226		96,277
Canada	47,337		57,641		104,978			41,574		73,249		114,823
Australia	—		172,350		172,350			—		191,679		191,679
All other countries	7,085		14,691		21,776			9,451		17,951		27,402
Consolidated revenue	$	1,194,374	$	849,424	$	2,043,798		$	1,082,726	$	1,056,819	$	2,139,545

Griffon evaluates performance and allocates resources based on segment adjusted EBITDA and adjusted EBITDA, non-GAAP measures, which is defined as income before taxes from continuing operations, excluding interest income and expense, depreciation and amortization, strategic review charges, non-cash impairment charges, restructuring charges, gain/loss from debt extinguishment and acquisition related expenses, as well as other items that may affect comparability, as applicable. Segment adjusted EBITDA also excludes unallocated amounts, mainly corporate overhead. Griffon believes this information is useful to investors for the same reason. The following table provides a reconciliation of segment and adjusted EBITDA to income before taxes from continuing operations:


	For the Three Months Ended June 30,				For the Nine Months Ended June 30,
	2023		2022		2023		2022
Segment adjusted EBITDA:
Home and Building Products	$	134,330	$	119,847	$	390,346	$	280,618
Consumer and Professional Products	18,265		28,373		36,091		92,431



Segment adjusted EBITDA	152,595		148,220		426,437		373,049
Unallocated amounts, excluding depreciation *	(13,982)		(13,405)		(42,388)		(39,724)
Adjusted EBITDA	138,613		134,815		384,049		333,325
Net interest expense	(25,207)		(23,961)		(74,394)		(60,985)
Depreciation and amortization	(15,669)		(17,688)		(50,036)		(47,021)

Debt extinguishment, net	—		(5,287)		—		(5,287)
Gain on sale of building	—		—		10,852		—
Strategic review - retention and other	(5,812)		(3,220)		(20,234)		(3,220)
Proxy expenses	(568)		—		(2,685)		(6,952)
Acquisition costs	—		—		—		(9,303)
Restructuring charges	(3,862)		(5,909)		(82,196)		(12,391)
Intangible asset impairment	—		—		(100,000)		—
Special dividend ESOP charges	(9,042)		—		(9,042)		—
Fair value step-up of acquired inventory sold	—		(2,700)		—		(5,401)
Income before taxes from continuing operations	$	78,453	$	76,050	$	56,314	$	182,765

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


	For the Three Months Ended June 30,				For the Nine Months Ended June 30,
DEPRECIATION and AMORTIZATION	2023		2022		2023		2022
Segment:
Home and Building Products	$	3,868	$	4,116	$	11,525	$	12,778
Consumer and Professional Products	11,661		13,434		38,091		33,831



Total segment depreciation and amortization	15,529		17,550		49,616		46,609
Corporate	140		138		420		412
Total consolidated depreciation and amortization	$	15,669	$	17,688	$	50,036	$	47,021

CAPITAL EXPENDITURES
Segment:
Home and Building Products	$	4,620	$	2,891	$	10,293	$	8,643
Consumer and Professional Products	3,726		8,558		9,858		24,742



Total segment	8,346		11,449		20,151		33,385
Corporate	—		37		32		131
Total consolidated capital expenditures	$	8,346	$	11,486	$	20,183	$	33,516


ASSETS	At June 30, 2023		At September 30, 2022
Segment assets:
Home and Building Products	$	702,328	$	737,860
Consumer and Professional Products	1,674,453		1,914,529

Total segment assets	2,376,781		2,652,389
Corporate	189,309		158,310
Total continuing assets	2,566,090		2,810,699

Discontinued operations	5,125		5,775
Consolidated total	$	2,571,215	$	2,816,474

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//280/tableOfContent

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-26

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 34
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-34

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

+ Details

OTHER COMPREHENSIVE INCOME (LOSS)

9 Months Ended

Jun. 30, 2023

Other Comprehensive Income (Loss), Net of Tax, Alternative [Abstract]

OTHER COMPREHENSIVE INCOME (LOSS)

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


	For the Three Months Ended June 30,
	2023						2022

	Pre-tax		Tax		Net of tax		Pre-tax		Tax		Net of tax
Foreign currency translation adjustments	$	2,309	$	—	$	2,309	$	(17,823)	$	—	$	(17,823)
Pension and other defined benefit plans	943		(196)		747		1,511		(315)		1,196
Cash flow hedges	(3,916)		1,175		(2,741)		3,500		(1,050)		2,450

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


	For the Nine Months Ended June 30,
	2023						2022
	Pre-tax		Tax		Net of tax		Pre-tax		Tax		Net of tax
Foreign currency translation adjustments	$	14,580	$	—	$	14,580	$	(14,093)	$	—	$	(14,093)
Pension and other defined benefit plans	2,972		(617)		2,355		2,534		(530)		2,004
Cash flow hedges	(2,555)		767		(1,788)		158		(48)		110

Total other comprehensive income (loss)	$	14,997	$	150	$	15,147	$	(11,401)	$	(578)	$	(11,979)

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


	At June 30, 2023		At September 30, 2022
Foreign currency translation adjustments	$	(42,590)	$	(57,170)
Pension and other defined benefit plans	(24,944)		(27,299)
Change in Cash flow hedges	(57)		1,731

	$	(67,591)	$	(82,738)

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,
Gain (Loss)	2023		2022		2023		2022


Pension amortization	$	(944)	$	(844)	$	(2,833)	$	(2,534)
Cash flow hedges	641		716		1,654		3,633

Total gain (loss)	$	(303)	$	(128)	$	(1,179)	$	1,099
Tax benefit (expense)	64		27		248		(230)
Total	$	(239)	$	(101)	$	(931)	$	869

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Revenue	$ 683,430	$ 768,179	$ 2,043,798	$ 2,139,545
Cost of goods and services	408,806	507,578	1,340,857	1,452,459
Gross profit	274,624	260,601	702,941	687,086
Selling, general and administrative expenses	172,439	157,387	485,460	442,577
Intangible asset impairment	0	0	100,000	0
Total operating expenses	172,439	157,387	585,460	442,577
Income from operations	102,185	103,214	117,481	244,509
Other income (expense)
Interest expense	(25,641)	(24,022)	(75,168)	(61,111)
Interest income	434	61	774	126
Gain on sale of building	0	0	10,852	0
Debt extinguishment, net	0	(5,287)	0	(5,287)
Other, net	1,475	2,084	2,375	4,528
Total other expense, net	(23,732)	(27,164)	(61,167)	(61,744)
Income before taxes from continuing operations	78,453	76,050	56,314	182,765
Provision for income taxes	29,248	23,268	20,662	55,119
Income from continuing operations	49,205	52,782	35,652	127,646
Discontinued operations:
Income from operations of discontinued operations	0	113,457	0	117,777
Provision for income taxes	0	25,952	0	20,149
Income from discontinued operations	0	87,505	0	97,628
Net income	$ 49,205	$ 140,287	$ 35,652	$ 225,274
Basic earnings per common share:
Income from continuing operations (in dollars per share)	$ 0.94	$ 1.02	$ 0.68	$ 2.48
Income from discontinued operations (in dollars per share)	0	1.69	0	1.89
Basic earnings per common share (in dollars per share)	$ 0.94	$ 2.71	$ 0.68	$ 4.37
Basic weighted-average shares outstanding (in shares)	52,304	51,734	52,640	51,527
Diluted earnings per common share:
Income from continuing operations (in dollars per share)	$ 0.90	$ 0.98	$ 0.65	$ 2.38
Income from discontinued operations (in dollars per share)	0	1.62	0	1.82
Diluted earnings per common share (in dollars per share)	$ 0.90	$ 2.60	$ 0.65	$ 4.19
Diluted weighted-average shares outstanding (in shares)	54,602	53,914	55,087	53,704
Dividends paid per common share (in dollars per share)	$ 2.125	$ 0.09	$ 2.325	$ 0.27
Other comprehensive income (loss), net of taxes:
Foreign currency translation adjustments	$ 2,309	$ (17,823)	$ 14,580	$ (14,093)
Pension and other post retirement plans	747	1,196	2,355	2,004
Change in cash flow hedges	(2,741)	2,450	(1,788)	110
Total other comprehensive income (loss), net of taxes	315	(14,177)	15,147	(11,979)
Comprehensive income, net	$ 49,520	$ 126,110	$ 50,799	$ 213,295

LEASES - Schedule of Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Lease Cost
Fixed	$ 11,512	$ 13,021	$ 34,179	$ 32,674
Variable	2,067	2,742	8,085	6,278
Short-term	2,201	1,741	6,249	4,576
Total	$ 15,780	$ 17,504	$ 48,513	$ 43,528

BUSINESS SEGMENTS - Narrative (Details)	9 Months Ended
BUSINESS SEGMENTS - Narrative (Details)	Jun. 30, 2023 segment
Segment Reporting [Abstract]
Number of reportable segments	2

WARRANTY LIABILITY

9 Months Ended

Jun. 30, 2023

Product Warranties Disclosures [Abstract]

WARRANTY LIABILITY

CPP and HBP offer warranties against product defects for periods generally ranging from one to ten years, with limited lifetime warranties on certain door and fan models. Typical warranties require CPP and HBP to repair or replace the defective products during the warranty period at no cost to the customer. At the time revenue is recognized, Griffon records a liability for warranty costs, estimated based on historical experience, and periodically assesses its warranty obligations and adjusts the liability as necessary. CPP offers an express limited warranty for a period of ninety days on all products from the date of original purchase unless otherwise stated on the product or packaging from the date of original purchase. Warranty costs expected to be incurred in the next 12 months are classified in accrued liabilities. Warranty costs expected to be incurred beyond one year are classified in other long-term liabilities. The current portion of warranty was $21,698 as of June 30, 2023 and $16,786 as of September 30, 2022. The long-term warranty liability was $1,240 at both June 30, 2023 and September 30, 2022.

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


	Three Months Ended June 30,				Nine Months Ended June 30,
	2023		2022		2023		2022
Balance, beginning of period	$	21,341	$	19,197	$	18,026	$	7,818
Warranties issued and changes in estimated pre-existing warranties	4,999		5,119		16,079		14,368
Actual warranty costs incurred	(3,402)		(4,937)		(11,167)		(10,399)
Other warranty liabilities assumed from acquisitions	—		—		—		7,592
Balance, end of period	$	22,938	$	19,379	$	22,938	$	19,379

BUSINESS SEGMENTS - Depreciation, Amortization and Capital Expenditures (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Segment Reporting Information [Line Items]
DEPRECIATION and AMORTIZATION	$ 15,669	$ 17,688	$ 50,036	$ 47,021
CAPITAL EXPENDITURES	8,346	11,486	20,183	33,516
Operating Segments
Segment Reporting Information [Line Items]
DEPRECIATION and AMORTIZATION	15,529	17,550	49,616	46,609
CAPITAL EXPENDITURES	8,346	11,449	20,151	33,385
Corporate
Segment Reporting Information [Line Items]
DEPRECIATION and AMORTIZATION	140	138	420	412
CAPITAL EXPENDITURES	0	37	32	131
Home and Building Products \| Operating Segments
Segment Reporting Information [Line Items]
DEPRECIATION and AMORTIZATION	3,868	4,116	11,525	12,778
CAPITAL EXPENDITURES	4,620	2,891	10,293	8,643
Consumer and Professional Products \| Operating Segments
Segment Reporting Information [Line Items]
DEPRECIATION and AMORTIZATION	11,661	13,434	38,091	33,831
CAPITAL EXPENDITURES	$ 3,726	$ 8,558	$ 9,858	$ 24,742

Cover Page - shares	9 Months Ended
Cover Page - shares	Jun. 30, 2023	Jul. 31, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity File Number	1-06620
Entity Registrant Name	GRIFFON CORPORATION
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	11-1893410
Entity Address, Address Line One	712 Fifth Ave, 18th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10019
City Area Code	212
Local Phone Number	957-5000
Title of 12(b) Security	Common Stock, $0.25 par value
Trading Symbol	GFF
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		54,603,921
Current Fiscal Year End Date	--09-30
Amendment Flag	false
Entity Central Index Key	0000050725
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3

RESTRUCTURING CHARGES - Summary of the Restructuring and Other Related Charges (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Restructuring Cost and Reserve [Line Items]
Intangible asset impairment	$ 3,862	$ 5,909	$ 82,196	$ 12,391
Personnel related costs
Restructuring Cost and Reserve [Line Items]
Intangible asset impairment	2,234	1,613	10,284	3,751
Facilities, exit costs and other
Restructuring Cost and Reserve [Line Items]
Intangible asset impairment	1,628	3,857	12,794	6,146
Non-cash facility and other
Restructuring Cost and Reserve [Line Items]
Intangible asset impairment	0	439	59,118	2,494
Cost of goods and services
Restructuring Cost and Reserve [Line Items]
Intangible asset impairment	1,777	2,441	76,422	5,218
Selling, general and administrative expenses
Restructuring Cost and Reserve [Line Items]
Intangible asset impairment	$ 2,085	$ 3,468	$ 5,774	$ 7,173

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2023	Sep. 30, 2022
Statement of Financial Position [Abstract]
Accounts receivable, net allowances	$ 12,516	$ 12,137

LEASES - Summary of Future Maturities of Lease Payments for Operating Leases (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Sep. 30, 2022
Operating Leases
2023	$ 10,405
2024	38,331
2025	35,672
2026	26,718
2027	22,103
2028	17,905
Thereafter	83,454
Total lease payments	234,588
Less: Imputed Interest	(50,343)
Present value of lease liabilities	184,245	$ 191,094
Finance Leases
2023	660
2024	2,380
2025	2,199
2026	2,140
2027	2,078
2028	2,074
Thereafter	3,628
Total lease payments	15,159
Less: Imputed Interest	(2,494)
Present value of lease liabilities	$ 12,665	$ 14,060

INVENTORIES (Tables)

9 Months Ended

Jun. 30, 2023

Inventory Disclosure [Abstract]

Schedule of Inventory

The following table details the components of inventory:


	At June 30, 2023		At September 30, 2022
Raw materials and supplies	$	160,071	$	173,520
Work in process	34,572		50,963
Finished goods	360,315		444,710
Total	$	554,958	$	669,193

DISCONTINUED OPERATIONS - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
	Jun. 27, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2022	Sep. 30, 2022
Discontinued Operations, Disposed of by Sale \| Telephonics Corporation
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from divestiture of businesses	$ 330,000
Divestiture of business, post closing working capital adjustment	$ 2,568
Gain on sale of building		$ 107,517
Gain on sale of business, net of tax		89,241
Discontinued Operations \| Installation Services and Other Discontinued Activities
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Discontinued operation, insurance claims, warranty and environmental reserves		8,357			$ 8,072
Discontinued Operations \| Defense Electronics
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain on sale of building			$ 108,949	$ 108,949
Pro forma depreciation and amortization from Defense Electronics			2,342	7,442
Revenue from disposed business			$ 50,795	$ 161,061
Discontinued Operations \| Telephonics Corporation
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Discontinued operation, post closing adjustments		$ 4,553			$ 8,846

LEASES - Summary of Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Sep. 30, 2022
Operating Leases:
Operating right-of-use assets	$ 174,187	$ 183,398
Lease Liabilities:
Current portion of operating lease liabilities	29,637	31,680
Long-term operating lease liabilities	154,608	159,414
Total operating lease liabilities	184,245	191,094
Finance Leases:
Property, plant and equipment, net	$ 12,340	$ 13,696
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	PROPERTY, PLANT AND EQUIPMENT, net	PROPERTY, PLANT AND EQUIPMENT, net
Lease Liabilities:
Notes payable and current portion of long-term debt	$ 1,824	$ 2,065
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List]	Notes payable and current portion of long-term debt	Notes payable and current portion of long-term debt
Long-term debt, net	$ 10,841	$ 11,995
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	Long-Term Debt, Excluding Current Maturities	Long-Term Debt, Excluding Current Maturities
Total financing lease liabilities	$ 12,665	$ 14,060
Accumulated depreciation	$ 6,528	$ 4,972

FAIR VALUE MEASUREMENTS (Details) $ / shares in Units, $ in Thousands	3 Months Ended	9 Months Ended
	Jun. 30, 2023 USD ($)	Jun. 30, 2023 USD ($) $ / shares
Designated as Hedging Instrument \| Australian Dollar Forward Contracts
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset, notional amount	$ 18,000	$ 18,000
Contracts weighted average rate price (in dollars per share) \| $ / shares		$ 1.45
Deferred gain (loss) from currency translation included in AOCI	757	$ 757
Deferred gain (loss) from currency translation included in AOCI, net of tax	530	530
Designated as Hedging Instrument \| Australian Dollar Forward Contracts \| Cost of goods and services
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Gain (loss) reclassified for settled contracts	882	$ 3,298
Designated as Hedging Instrument \| Australian Dollar Forward Contracts \| Minimum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign currency contracts duration		30 days
Designated as Hedging Instrument \| Australian Dollar Forward Contracts \| Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign currency contracts duration		89 days
Designated as Hedging Instrument \| Chinese Yuan Forward Contracts
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset, notional amount	55,500	$ 55,500
Contracts weighted average rate price (in dollars per share) \| $ / shares		$ 6.95
Deferred gain (loss) from currency translation included in AOCI	(1,672)	$ (1,672)
Deferred gain (loss) from currency translation included in AOCI, net of tax	(1,220)	(1,220)
Designated as Hedging Instrument \| Chinese Yuan Forward Contracts \| Cost of goods and services
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Gain (loss) reclassified for settled contracts	(241)	$ (1,644)
Designated as Hedging Instrument \| Chinese Yuan Forward Contracts \| Minimum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign currency contracts duration		5 days
Designated as Hedging Instrument \| Chinese Yuan Forward Contracts \| Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign currency contracts duration		392 days
Not Designated as Hedging Instrument \| Canadian Dollar Forward Contracts
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset, notional amount	$ 5,800	$ 5,800
Derivative, average forward exchange rate	1.33	1.33
Not Designated as Hedging Instrument \| Canadian Dollar Forward Contracts \| Minimum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign currency contracts duration		5 days
Not Designated as Hedging Instrument \| Canadian Dollar Forward Contracts \| Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign currency contracts duration		447 days
Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Insurance contracts fair value	$ 3,697	$ 3,697
Fair Value, Inputs, Level 2 \| Not Designated as Hedging Instrument \| Canadian Dollar Forward Contracts \| Other income
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Gain (loss) on foreign currency derivative instruments not designated as hedging instruments	(116)	(4)
Realized gains (losses)	51	317
Senior notes due 2028 \| Fair Value, Inputs, Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Senior note, fair value disclosure	904,104	904,104
Term Loan B due 2029 \| Fair Value, Inputs, Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Senior note, fair value disclosure	$ 487,550	$ 487,550

INVENTORIES - Summary of Inventories Stated at Lower Cost (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Sep. 30, 2022
Inventory Disclosure [Abstract]
Raw materials and supplies	$ 160,071	$ 173,520
Work in process	34,572	50,963
Finished goods	360,315	444,710
Total	$ 554,958	$ 669,193

SHAREHOLDERS' EQUITY AND EQUITY COMPENSATION

9 Months Ended

Jun. 30, 2023

Stockholders' Equity Note [Abstract]

SHAREHOLDERS' EQUITY AND EQUITY COMPENSATION

SHAREHOLDERS’ EQUITY AND EQUITY COMPENSATION

During the nine months ended June 30, 2023, the Company paid three quarterly cash dividends consisting of two cash dividends of $0.10 per share and one cash dividend of $0.125 per share. Additionally, on April 19, 2023, the Board of Directors declared a special cash dividend of $2.00 per share, paid on May 19, 2023, to shareholders of record as of the close of business on May 9, 2023.

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

During 2022, the Company paid a regular quarterly cash dividend of $0.09 per share, totaling $0.36 per share for the year. Additionally, on June 27, 2022, the Board of Directors declared a special cash dividend of $2.00 per share, paid on July 20, 2022. 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 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. On January 31, 2018, shareholders approved Amendment No. 1 to the Original Incentive Plan pursuant to which, among other things, 1,000,000 shares were added to the Original Incentive Plan; and on January 30, 2020, shareholders approved Amendment No. 2 to the Original Incentive Plan, pursuant to which 1,700,000 shares were added to the Original Incentive Plan. On February 17, 2022, shareholders approved the Amended and Restated 2016 Equity Incentive Plan (the “Amended Incentive Plan”), which amended and restated the Original Incentive Plan and pursuant to which, among other things, 1,200,000 shares were added to the Original Incentive Plan. Options granted under the Amended Incentive Plan may be either “incentive stock options” or nonqualified stock options, generally expire ten years after the date of grant and are granted at an exercise price of not less than 100% of the fair market value at the date of grant. The maximum number of shares of common stock available for award under the Amended Incentive Plan is 6,250,000 (600,000 of which may be issued as incentive stock options), plus (i) any shares that were reserved for issuance under the Original Incentive Plan as of the effective date of the Original Incentive Plan, and (ii) any shares underlying awards outstanding on such date under the 2011 Incentive Plan that were subsequently canceled or forfeited. As of June 30, 2023, there were 328,473 shares available for grant.

Compensation expense for restricted stock and restricted stock units is recognized ratably over the required service period based on the fair value of the grant, calculated as the number of shares or units granted multiplied by the stock price on the date of grant, and for performance shares, including performance units, the likelihood of achieving the performance criteria. The Company recognizes forfeitures as they occur. Compensation expense for restricted stock granted to two senior executives is calculated as the maximum number of shares granted, upon achieving certain performance criteria, multiplied by the stock price as valued by a Monte Carlo Simulation Model. Compensation cost related to stock-based awards with graded vesting, generally over a period of three to four years, is recognized using the straight-line attribution method and recorded within SG&A expenses.

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,
	2023		2022		2023		2022
Restricted stock	$	5,106	$	5,130	$	15,940	$	13,334
ESOP	10,146		889		12,647		2,644
Total stock-based compensation	$	15,252	$	6,019	$	28,587	$	15,978

During the first quarter of 2023, Griffon granted 466,677 shares of restricted stock and restricted stock units ("RSUs"). This includes 249,480 shares of restricted stock and 11,901 RSUs granted to 44 executives and key employees, subject to certain

performance conditions, with a vesting period of thirty-six months and a total fair value of $8,385, or a weighted average fair value of $33.61 per share. This also includes 205,296 shares of restricted stock granted to two senior executives with a vesting period of thirty-six months and a two-year post-vesting holding period, subject to the achievement of certain performance conditions relating to required levels of return on invested capital and the relative total shareholder return of Griffon's common stock as compared to a market index. So long as the minimum performance conditions are attained, the amount of shares that can vest will range from a minimum of 51,324 to a maximum of 205,296, with the target number of shares being 102,648. The total fair value of these restricted shares, assuming achievement of the performance conditions at target, is $3,555, or a weighted average fair value of $34.63 per share. During the second quarter of 2023, Griffon granted 39,972 shares of restricted stock to the non-employee directors of Griffon with a vesting period of one year and a fair value of $1,211, or a weighted average fair value of $30.29 per share. During the third quarter of 2023, there were no shares of restricted stock or RSU's granted. During the nine months ended June 30, 2023, 494,748 shares granted were issued out of treasury stock.

On April 19, 2023, the Company's Board of Directors approved a $200,000 increase to Griffon's share repurchase program to $257,955 from the prior unused authorization of $57,955. Under the authorized share repurchase program, the Company may, from time to time, purchase shares of its common stock in the open market, including pursuant to a 10b5-1 plan, pursuant to an accelerated share repurchase program or issuer tender offer, or in privately negotiated transactions. During the quarter and nine months ended June 30, 2023, Griffon purchased 2,541,932 shares of common stock under these repurchase programs, for a total of $85,361, or $33.58 per share, excluding excise taxes. As of June 30, 2023, $172,594 remains under these Board authorized repurchase programs. In connection with the share repurchases, excise taxes totaling $647 were accrued as of June 30, 2023.

During the three months ended June 30, 2023, there were no shares withheld to settle employee taxes due upon the vesting of restricted stock. During the nine months ended June 30, 2023, 365,739 shares, with a market value of $12,881, or $35.22 per share were withheld to settle employee taxes due upon the vesting of restricted stock, and were added to treasury stock. Furthermore, during the nine months ended June 30, 2023, an additional 3,066 shares, with a market value of $108, or $35.31 per share, were withheld from common stock issued upon the vesting of restricted stock units to settle employee taxes due upon vesting.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details