BUSINESS

Overview

Griffon Corporation (the "Company", "Griffon", "we" or "us") is a diversified
management and holding company that conducts business through wholly-owned
subsidiaries. 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).

Business Strategy

We own and operate, and seek to acquire, businesses in multiple industries and
geographic markets. Our objective is to maintain leading positions in the
markets we serve by providing innovative, branded products with superior quality
and industry-leading service. We place emphasis on our iconic and well-respected
brands, which helps to differentiate us and our offerings from our competitors
and strengthens our relationship with our customers and those who ultimately use
our products.

Through operating a diverse portfolio of businesses, we expect to reduce
variability caused by external factors such as market cyclicality, seasonality,
and weather. We achieve diversity by providing various product offerings and
brands through multiple sales and distribution channels and conducting business
across multiple countries which we consider our home markets. 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.

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. As long-term
investors, having substantial experience in a variety of industries, our intent
is to continue the growth and strengthening of our existing businesses, and to
diversify further through investments in our businesses and through
acquisitions.

Over the past five years, we have undertaken a series of transformative
transactions. We divested our specialty plastics business in 2018 to focus on
our core markets and improve our free cash flow conversion. In our Consumer and
Professional Products ("CPP") segment, we expanded the scope of our brands
through the acquisition of Hunter Fan Company ("Hunter") on January 24, 2022 and
ClosetMaid, LLC ("ClosetMaid") in 2018. In our Home and Building Products
("HBP") segment, we acquired CornellCookson, Inc. ("CornellCookson") in 2018,
which has been integrated into Clopay Corporation ("Clopay"), creating a leading
North American manufacturer and marketer of residential garage doors and
sectional commercial doors, and rolling steel doors and grille products under
brands that include Clopay, Ideal, Cornell and Cookson. We established an
integrated headquarters for CPP in Orlando, Florida for our portfolio of leading
brands that includes AMES, Hunter, True Temper and ClosetMaid. CPP is well
positioned to fulfill its ongoing mission of Bringing Brands Together™ with the
leading brands in consumer and professional tools; residential, industrial and
commercial fans; home storage and organization products; and products that
enhance indoor and outdoor lifestyles.

On September 27, 2021, we announced we were exploring strategic alternatives for
our Defense Electronics ("DE") segment, which consisted of our Telephonics
Corporation ("Telephonics") subsidiary. On June 27, 2022, we completed the sale
of Telephonics to TTM Technologies, Inc. (NASDAQ:TTMI) ("TTM") for $330,000 in
cash. Griffon classified the results of operations of our Telephonics business
as a discontinued operation in the Consolidated Statements of Operations for all
periods presented and classified the related assets and liabilities associated
with the discontinued operation in the consolidated balance sheets. 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. While the process remains ongoing, there is no
assurance that the process will result in any transaction being entered into or
consummated.





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On January 24, 2022, Griffon acquired Hunter, a market leader in residential
ceiling, commercial, and industrial fans, from MidOcean Partners ("MidOcean")
for a contractual purchase price of $845,000. Hunter, part of our CPP 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 revolver
borrowings to fund the balance of the purchase price and related acquisition and
debt expenditures.

Update on COVID-19 on our Business



The health and safety of our employees, our customers and their families is
always a high priority for Griffon. As of the date of this filing, all of
Griffon's facilities are fully operational. When COVID-19 struck, we implemented
a variety of new policies and procedures, including additional cleaning, social
distancing, staggered shifts and prohibiting or significantly restricting
on-site visitors, to minimize the risk to our employees of contracting COVID-19.
While many of these precautions have been relaxed or eliminated as the health
risk of COVID-19 has decreased, we would not hesitate to reinstitute and/or
modify these policies and procedures as necessary should the health risk return
to an unacceptable level. In such event, our businesses or our suppliers could
be required by government authorities to temporarily cease operations; might be
limited in their production capacity due to complying with restrictions relating
to the operation of businesses to mitigate the impacts of COVID-19; or could
suffer their own supply chain disruptions, impacting their ability to continue
to supply us with the quantity of materials required by us. While we are unable
to determine or predict the nature, duration or scope of the overall impact
COVID-19 will have on our businesses, results of operations, liquidity or
capital resources, we believe it is important to discuss where our company
stands today, how we have responded (and will continue to respond) to COVID 19
and how our operations and financial condition may change as COVID-19 evolves.

Griffon believes it has adequate liquidity to invest in its existing businesses
and execute its business plan, while managing its capital structure on both a
short-term and long-term basis. At December 31, 2022, $342,613 of revolver
capacity was available under Griffon's Credit Agreement and Griffon had cash and
equivalents of $120,558.

Other Business Highlights

In August 2020 Griffon completed the Public Offering of 8,700,000 shares of our
common stock for total net proceeds of $178,165. The Company used a portion of
the net proceeds to repay outstanding borrowings under its Credit Agreement. The
Company used the remainder of the proceeds for working capital and general
corporate purposes.

During 2020, Griffon issued, at par, $1,000,000 of 5.75% Senior Notes due in
2028 (the "2028 Senior Notes"). Proceeds from the 2028 Senior Notes were used to
redeem the $1,000,000 of 5.25% Senior Notes due 2022.

In January 2020, Griffon amended its credit agreement to increase the total
amount available for borrowing from $350,000 to $400,000, extend its maturity
date from March 22, 2021 to March 22, 2025 and modify certain other provisions
of the facility (the "Credit Agreement").

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 is
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. We continue to expect that this initiative will result in annual cash
savings of $25,000. Realization of expected cash savings began in the current
quarter. 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.

In June 2018, Clopay acquired CornellCookson, a leading provider of rolling steel service doors, fire doors, and grilles. This transaction strengthened Clopay's strategic portfolio with a line of commercial rolling steel door products to complement Clopay's sectional door offerings in the commercial sector, and expanded the Clopay network of professional dealers focused on the commercial market.


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In March 2018, we announced the combination of the ClosetMaid operations with
those of AMES, which improved operational efficiencies by leveraging the
complementary products, customers, warehousing and distribution, manufacturing,
and sourcing capabilities of the two businesses.

In February 2018, we closed on the sale of our Clopay Plastics Products
("Plastics") business to Berry Global, Inc. ("Berry"), thus exiting the
specialty plastics industry that the Company had entered when it acquired Clopay
Corporation in 1986. This transaction provided immediate liquidity and improved
Griffon's cash flow given the historically higher capital needs of the Plastics
operations as compared to Griffon's remaining businesses.

In October 2017, we acquired ClosetMaid from Emerson Electric Co. (NYSE:EMR).
ClosetMaid, founded in 1965, is a leading North American manufacturer and
marketer of wood and wire closet organization, general living storage and wire
garage storage products, and sells to some of the largest home center retail
chains, mass merchandisers, and direct-to-builder professional installers in
North America. We believe that ClosetMaid is the leading brand in its category,
with excellent consumer recognition.

We believe these actions have established a solid foundation for growth in sales, profit, and cash generation and bolster Griffon's platforms for opportunistic strategic acquisitions.

Other Acquisitions and Dispositions



On December 22, 2020, AMES acquired Quatro Design Pty Ltd ("Quatro"), a leading
Australian manufacturer and supplier of glass fiber reinforced concrete
landscaping products for residential, commercial, and public sector projects for
a purchase price of AUD $3,500 (approximately $2,700). Quatro contributed
approximately $5,000 in revenue in the first twelve months after the
acquisition.

On November 29, 2019, AMES acquired Vatre Group Limited ("Apta"), a leading U.K.
supplier of innovative garden pottery and associated products sold to leading
U.K. and Ireland garden centers. This acquisition broadens AMES' product
offerings in the U.K. market and increases its in-country operational footprint.

On February 13, 2018, AMES acquired Kelkay, a leading U.K. manufacturer and
distributor of decorative outdoor landscaping products sold to garden centers,
retailers and grocers in the U.K. and Ireland. This acquisition broadened AMES'
product offerings in the market and increased its in-country operational
footprint.

In November 2017, Griffon acquired Harper Brush Works, a leading U.S. manufacturer of cleaning products for professional, home, and industrial use, from Horizon Global (NYSE:HZN). This acquisition expanded the AMES line of long-handle tools in North America to include brooms, brushes, and other cleaning products.



During fiscal 2017, Griffon also completed a number of other acquisitions to
expand and enhance AMES' global footprint, including the acquisitions of La
Hacienda, an outdoor living brand of unique heating and garden décor products in
the United Kingdom. The acquisition of La Hacienda, together with the February
2018 acquisition of Kelkay and November 2020 acquisition of Apta, provides AMES
with additional brands and a platform for growth in the U.K. market and access
to leading garden centers, retailers, and grocers in the UK and Ireland. In
Australia, Griffon acquired Hills Home Living, the iconic brand of clotheslines
and home products, from Hills Limited (ASX:HIL) in December 2016, and in
September 2017 Griffon acquired Tuscan Path, an Australian provider of pots,
planters, pavers, decorative stone, and garden décor products. The Hills, Tuscan
Path and December, 2020 Quatro acquisitions broadened AMES' outdoor living and
lawn and garden business, strengthening AMES' portfolio of brands and its market
position in Australia and New Zealand.

Further Information



Griffon posts and makes available, free of charge through its website at
www.griffon.com, its annual report on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K and amendments to those reports filed or furnished
pursuant to Section 13(a) of the Securities Exchange Act of 1934, as well as
press releases, as soon as reasonably practicable after such materials are
published or filed with or furnished to the Securities and Exchange Commission
(the "SEC"). The information found on Griffon's website is not part of this or
any other report it files with or furnishes to the SEC.

For information regarding revenue, profit and total assets of each segment, see the Business Segments footnote in the Notes to Consolidated Financial Statements.


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Reportable Segments:

Griffon conducts its operations through two reportable segments:



•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.

•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.

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OVERVIEW



Revenue for the quarter ended December 31, 2022 was $649,384 compared to
$591,749 in the prior year comparable quarter, an increase of 10%. Revenue
increased at HBP by 29% but decreased at CPP by 11%. Hunter contributed $54,117
of revenue for the quarter, excluding Hunter revenue increased 1% to $595,267.
Income from continuing operations was $48,702 or $0.88 per share, compared to
$16,704, or $0.31 per share, in the prior year quarter.

The current year quarter results from operations included the following:



-  Strategic review - retention and other of $8,232 ($6,222, net of tax, or
$0.11 per share);
-  Proxy contest costs of $1,503 ($1,153, net of tax, or $0.02 per share);
-  Gain on sale of building of $10,852 ($8,323, net of tax, or $0.15 per share);
- Discrete and certain other tax benefits, net, of $333 or $0.01 per share.

The prior year quarter results from operations included the following:

- Restructuring charges of $1,716 ($1,330, net of tax, or $0.02 per share); - Acquisition costs of $2,595 ($2,003, net of tax, or $0.04 per share); and - Proxy contest costs of $2,291 ($1,768, net of tax, or $0.03 per share); - Discrete and certain other tax benefits, net, of $891 or $0.02 per share.

Excluding these items from the respective quarterly results, Income from continuing operations would have been $47,421, or $0.86 per share, in the current year quarter compared to $20,914, or $0.39 per share in the prior year quarter.


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Griffon evaluates performance based on Net income and the related Earnings per
share excluding restructuring charges, loss from debt extinguishment,
acquisition related expenses and discrete and certain other tax items, as well
as other items that may affect comparability, as applicable. Griffon believes
this information is useful to investors for the same reason. The following table
provides a reconciliation of Income from continuing operations to Adjusted
income from continuing operations and Earnings per share from continuing
operations to Adjusted earnings per share from continuing operations:

                                                                          For the Three Months
                                                                           Ended December 31,
                                                                                       2022                  2021
                                                                                           (Unaudited)

Income from continuing operations                                                $      48,702          $     16,704

Adjusting items:
Restructuring charges                                                                        -                 1,716
Gain on sale of building                                                               (10,852)                    -

Acquisition costs                                                                            -                 2,595

Strategic review - retention and other                                                   8,232                     -
Proxy expenses                                                                           1,503                 2,291

Tax impact of above items                                                                  169                (1,501)
Discrete and certain other tax benefits, net                                              (333)                 (891)

Adjusted income from continuing operations

$ 47,421 $ 20,914



Earnings per common share from continuing operations

$ 0.88 $ 0.31



Adjusting items, net of tax:
Restructuring charges                                                                        -                  0.02
Gain on sale of building                                                                 (0.15)                    -

Acquisition costs                                                                            -                  0.04

Strategic review - retention and other                                                    0.11                     -
Proxy expenses                                                                            0.02                  0.03

Discrete and certain other tax benefits, net                                             (0.01)                (0.02)

Adjusted earnings per common share from continuing operations

$ 0.86 $ 0.39



Weighted-average shares outstanding (in thousands)                                      55,298                53,753

Note: Due to rounding, the sum of earnings per common share from continuing operations and adjusting items, net of tax, may not equal adjusted earnings per common share from continuing operations.



The tax impact for the above reconciling adjustments from GAAP to non-GAAP Net
income and EPS is determined by comparing the Company's tax provision, including
the reconciling adjustments, to the tax provision excluding such adjustments.
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RESULTS OF OPERATIONS

Three months ended December 31, 2022 and 2021



Griffon evaluates performance and allocates resources based on each segment's
operating results before interest income and expense, income taxes, depreciation
and amortization, unallocated amounts (primarily corporate overhead),
restructuring charges, loss on debt extinguishment and acquisition related
expenses, as well as other items that may affect comparability, as applicable
("Adjusted EBITDA", a non-GAAP measure). Griffon believes this information is
useful to investors for the same reason. See table provided in Note 13 -
Business Segments for a reconciliation of Segment Adjusted EBITDA to Income
before taxes from continuing operations.

Consumer and Professional Products



                                                                  For the

Three Months Ended December 31,


                                                                  2022                                2021
United States                                        $   153,667                          $  164,899
Europe                                                     4,696                              18,330
Canada                                                    23,116                              22,628
Australia                                                 66,217                              74,349
All other countries                                        5,115                               2,967
Total Revenue                                        $   252,811                          $  283,173
Adjusted EBITDA                                           (1,809)           (0.7) %           16,214            5.7  %
Depreciation and amortization                             13,127                               8,606



For the quarter ended December 31, 2022, revenue decreased $30,362, or 11%,
compared to the prior year period due to a 34% reduction in volume primarily in
the U.S., the United Kingdom (U.K.) and Australia and a 3% unfavorable currency
impact, partially offset by a 19% or $54,117 contribution from the Hunter
acquisition, and favorable price and mix of 7%.

For the quarter ended December 31, 2022, Adjusted EBITDA loss of $1,809 compared
to Adjusted EBITDA of $16,214 in the prior year quarter. The current quarter
included Adjusted EBITDA of $4,428 from the Hunter acquisition. Excluding the
Hunter contribution, Adjusted EBITDA loss of $6,237 compared to Adjusted EBITDA
of $16,214 in the prior year quarter. The variance to prior year was primarily
due to the unfavorable impact of the reduced volume noted above and the related
impact on manufacturing absorption, and increased material costs in Australia
and Canada, partially offset by the benefits of price and mix.

For the quarter ended December 31, 2022, segment depreciation and amortization increased $4,521 compared to the prior year comparable periods, due to the Hunter assets acquired and new assets placed in service.



On January 24, 2022, Griffon completed the acquisition of Hunter Fan Company
("Hunter"), a market leader in residential ceiling, commercial, and industrial
fans for a contractual purchase price of $845,000. Hunter adds to Griffon's CPP
segment, complementing and diversifying our portfolio of leading consumer brands
and products.

Home and Building Products

                                                          For the Three Months Ended December
                                                                          31,
                                                                   2022                       2021
Residential                                                                       $ 227,059                          $ 177,787
Commercial                                                                          169,514                            130,789
Total Revenue                                                                     $ 396,573                          $ 308,576
Adjusted EBITDA                                                                   $ 124,145            31.3  %       $  56,297            18.2  %
Depreciation and amortization                                                     $   3,846                          $   4,338



For the quarter ended December 31, 2022, HBP revenue increased $87,997, or 29%,
compared to the prior year period due to favorable pricing and mix of 23% and
volume of 6% driven by both residential and commercial. Residential and
commercial sectional backlog and overall lead times continued to normalize
during the quarter.

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For the quarter ended December 31, 2022, Adjusted EBITDA increased 121% to
$124,145 compared to $56,297 in the prior year period. Adjusted EBITDA benefited
from the increased revenue noted above and reduced material costs, partially
offset by increased labor and transportation costs.

For the quarter ended December 31, 2022, segment depreciation and amortization decreased compared with the prior year comparable period due to fully depreciated assets.

Unallocated

For the quarter ended December 31, 2022, unallocated amounts, excluding depreciation, consisted primarily of corporate overhead costs totaling $13,776 compared to $13,263 in the prior year quarter. The increase in the current quarter, compared to the respective comparable prior year period, primarily relates to increased incentive and equity compensation.

Proxy expenses



During the quarters ended December 31, 2022 and 2021, we incurred $1,503
($1,153, net of tax) and $2,291 ($1,768, net of tax) of proxy expenses
(including legal and advisory fees) in SG&A, respectively. During the quarter
ended December 31, 2021, proxy expenses related to a proxy contest initiated by
a shareholder which was completed at the shareholder meeting on February 17,
2022. During the quarter ended December 31, 2022, proxy expenses related to a
settlement entered into with a shareholder that had submitted a slate of
director nominees.

Segment Depreciation and Amortization



Segment depreciation and amortization increased $4,029 for the quarter ended
December 31, 2022 compared to the comparable prior year period, primarily due to
depreciation and amortization on the Hunter assets acquired and new assets
placed in service.

Other Income (Expense)



For the quarters ended December 31, 2022 and 2021, Other income (expense) of
$607 and $1,075, respectively, includes $67 and ($394), respectively, of net
currency exchange gains (losses) in connection with the translation of
receivables and payables denominated in currencies other than the functional
currencies of Griffon and its subsidiaries, net periodic benefit plan income
(expense) of $(216) and $948, respectively, and $33 and $374, respectively, of
net investment income. Other income (expense) also includes rental income of
$212 and $156 for the three months ended December 31, 2022 and 2021,
respectively. Additionally, it includes royalty income of $549 for the three
months ended December 31, 2022.

Provision for income taxes



During the quarter ended December 31, 2022, the Company recognized a tax
provision of $19,318 on income before taxes from continuing operations of
$68,020, compared to a tax provision of $7,213 on income before taxes from
continuing operations of $23,917 in the comparable prior year quarter. The
current year quarter results include a gain on the sale of a building of $10,852
($8,323, net of tax), strategic review (retention and other) of $8,232 ($6,222,
net of tax), proxy costs of $1,503 ($1,153, net of tax), and discrete and
certain other tax benefits, net, that affect comparability of $333. The prior
year quarter results included restructuring charges of $1,716 ($1,330, net of
tax), acquisition costs of $2,595 ($2,003, net of tax), proxy contest costs of
$2,291 ($1,768, net of tax) and discrete and certain other tax benefits, net,
that affect comparability of $891. Excluding these items, the effective tax
rates for the quarters ended December 31, 2022 and 2021 were 29.1% and 31.5%,
respectively.

Stock-based compensation

For the quarters ended December 31, 2022 and 2021, stock based compensation expense, which includes expenses for both restricted stock grants and the ESOP, totaled $6,742 and $4,867, respectively.

Comprehensive income (loss)



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

For the quarter ended December 31, 2021, total other comprehensive loss, net of
taxes, of $2,751 included a loss of $2,319 from foreign currency translation
adjustments primarily due to the weakening of the Euro and British Pound, all in
comparison to the US Dollar; a $668 benefit from pension amortization; and a
$1,100 loss on cash flow hedges.
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DISCONTINUED OPERATIONS

Defense Electronics

On September 27, 2021, Griffon announced it was exploring strategic alternatives
for its Defense Electronics segment, which consisted of Telephonics Corporation
("Telephonics"), and on June 27, 2022, Griffon completed the sale of Telephonics
to TTM for $330,000. Griffon classified the results of operations of the
Telephonics business as a discontinued operation in the Consolidated Statements
of Operations for all periods presented and classified the related assets and
liabilities associated with the discontinued operation in the consolidated
balance sheets. 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.

At December 31, 2022 and September 30, 2022, Griffon's discontinued assets and
liabilities includes the Company's obligation of $5,288 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 December 31, 2022 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 $7,062 and $8,072, respectively.




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LIQUIDITY AND CAPITAL RESOURCES

Liquidity



Management assesses Griffon's liquidity in terms of its ability to generate cash
to fund its operating, investing and financing activities. Significant factors
affecting liquidity include cash flows from operating activities, capital
expenditures, acquisitions, dispositions, bank lines of credit and the ability
to attract long-term capital under satisfactory terms. Griffon believes it has
sufficient liquidity available to invest in existing businesses and strategic
acquisitions while managing its capital structure on both a short-term and
long-term basis.

As of December 31, 2022, the amount of cash, cash equivalents and marketable
securities held by foreign subsidiaries was $49,600. Our intent is to
permanently reinvest these funds outside the U.S., and we do not currently
anticipate that we will need funds generated from foreign operations to fund our
domestic operations. In the event we determine that funds from foreign
operations are needed to fund operations in the U.S., we will be required to
accrue and pay U.S. taxes to repatriate these funds (unless applicable U.S.
taxes have already been paid).

Griffon's primary sources of liquidity are cash flows generated from operations,
cash on hand and our January 2025 five-year secured $400,000 revolving credit
facility ("Credit Facility"). At December 31, 2022, $342,613 of revolver
capacity was available, subject to certain loan covenants, for borrowing under
the Credit Agreement and we had cash and cash equivalents of $120,558.

The following table is derived from the Condensed Consolidated Statements of Cash Flows:

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