Washington, D.C. 20549



Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 7, 2024

(Exact Name of Registrant as Specified in Charter)

Delaware             1-06620         11-1893410
(State or Other Jurisdiction      (Commission (I.R.S. Employer
    of Incorporation)          File Number) Identification No.)

    712 Fifth Avenue, 18th Floor
    New York, New York                       10019
(Address of Principal Executive Offices)         (Zip Code)

(212) 957-5000
(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

1 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.25 par value GFF New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 2.02.    Results of Operations and Financial Condition.

On February 7, 2024 Griffon Corporation (the “Registrant”) issued a press release announcing the Registrant’s financial results for the fiscal first quarter ended December 31, 2023. A copy of the Registrant’s press release is attached hereto as Exhibit 99.1.

Item 9.01.    Financial Statements and Exhibits.

(d)     Exhibits.

99.1     Press Release, dated February 7, 2024

The information filed as an exhibit to this Form 8-K is being furnished in accordance with Item 2.02 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.



Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


By:    /s/ Brian G. Harris        
    Brian G. Harris
    SVP and Chief Financial Officer    

Date: February 7, 2024

Exhibit Index

99.1 Press release, dated February 7, 2024

Griffon Corporation Announces First Quarter Results

NEW YORK, NEW YORK, February 7, 2024 – Griffon Corporation (“Griffon” or the “Company”) (NYSE:GFF) today reported results for the fiscal 2024 first quarter ended December 31, 2023.

Revenue for the first quarter totaled $643.2 million, a 1% decrease compared to $649.4 million in the prior year quarter.

Net income totaled $42.2 million, or $0.82 per share, compared to $48.7 million, or $0.88 per share, in the prior year quarter. Excluding all items that affect comparability from both periods, adjusted net income was $55.3 million, or $1.07 per share, in the current year quarter compared to $47.4 million, or $0.86 per share, in the prior year quarter. For a reconciliation of net income to adjusted net income and earnings per share to adjusted earnings per share, see the attached table.
Adjusted EBITDA for the first quarter was $116.4 million, a 7% increase from the prior year quarter of $108.6 million. Adjusted EBITDA, excluding unallocated amounts (primarily corporate overhead) of $13.9 million in the current quarter and $13.8 million in the prior year quarter, totaled $130.3 million, increasing 6% from the prior year of $122.3 million. For a reconciliation and definition of adjusted EBITDA, a non-GAAP measure, to income before taxes, see the attached table.

“Fiscal 2024 is off to a good start with the first quarter highlighted by strong free cash flow of $133 million, continued solid operating performance at Home and Building Products ("HBP"), and improved profitability at Consumer and Professional Products (“CPP”),” said Ronald J. Kramer, Chairman and Chief Executive Officer. “We are well positioned to meet our financial targets for the year.”

“Griffon's strong first quarter free cash flow enabled us to return value to our shareholders through $70 million of share repurchases while maintaining our net debt to EBITDA leverage. We will continue to use our free cash flow to drive a capital allocation strategy that will deliver long term value for our shareholders."

Segment Operating Results

Home and Building Products ("HBP")

HBP revenue in the current quarter of $395.8 million was consistent with the prior year quarter reflecting improved customer orders, and favorable pricing and mix of 4%, offset by the prior year volume benefit from elevated backlog.

HBP adjusted EBITDA in the current quarter of $124.7 million was consistent with the prior year quarter. Adjusted EBITDA reflected reduced material costs and favorable pricing and mix offset by the unfavorable impact of reduced volume, noted above, and increased labor and distribution costs.

Consumer and Professional Products ("CPP")
CPP revenue in the current quarter of $247.4 million decreased 2% compared to the prior year quarter primarily due to decreased volume driven by reduced consumer demand in North America.
For the current quarter, adjusted EBITDA was $5.5 million, compared to $(1.8) million in the prior year

quarter, an increase of $7.3 million. The variance to the prior year was primarily due to decreased North American production costs, partially offset by the unfavorable impact of the reduced volume noted above.

CPP Global Sourcing Strategy Expansion

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

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. These actions will be essential to CPP achieving 15% EBITDA margins, while enhancing free cash flow through improved working capital and significantly lower capital expenditures.

The global sourcing strategy expansion is expected to be complete by the end of calendar 2024 and remains on budget. Operations have ceased at Camp Hill and Harrisburg, PA; Fairfield, IA; and four wood mills. The final facility, in Grantsville, MD, is expected to close by March 2024.

The Company reported pretax income from operations for the quarter ended December 31, 2023 and 2022, and recognized effective tax rates of 29.9% and 28.4%, respectively. Excluding all items that affect comparability, the effective tax rates for the quarters ended December 31, 2023 and 2022 were 27.9% and 29.1%, respectively.

Balance Sheet and Capital Expenditures
At December 31, 2023, the Company had cash and equivalents of $110.5 million and total debt outstanding of $1.44 billion, resulting in net debt of $1.33 billion. Leverage, as calculated in accordance with our credit agreement, was 2.5x net debt to EBITDA compared to 2.7x at December 31, 2022, and 2.6x at September 30, 2023. Quarter ending December 31, 2023 free cash flow of $132.5 million reflects the solid operating results in the first quarter. At December 31, 2023, borrowing availability under the revolving credit facility was $465.5 million subject to certain loan covenants. Capital expenditures, net, were $13.5 million for the quarter ended December 31, 2023.

Share Repurchases

Share repurchases during the quarter ended December 31, 2023 totaled 1.6 million shares of common stock, for a total of $69.6 million, or an average of $42.61 per share. Since last April and through December 31, 2023, share repurchases totaled 5.8 million shares of common stock or 10.1% of the outstanding shares, for a total of $220.4 million or an average of $38.15 per share, As of December 31, 2023, $237.5 million remained under the Board authorized share repurchase programs.

Conference Call Information
The Company will hold a conference call today, February 7, 2024, at 8:30 AM ET.

The call can be accessed by dialing 1-877-407-0792 (U.S. participants) or 1-201-689-8263 (International participants). Callers should ask to be connected to the Griffon Corporation teleconference or provide conference ID number 13743734. Participants are encouraged to dial-in at least 10 minutes before the scheduled start time.

A replay of the call will be available starting on Wednesday, February 7, 2024 at 11:30 AM ET by dialing 1-844-512-2921 (U.S.) or 1-412-317-6671 (International), and entering the conference ID number: 13743734. The replay will be available through Wednesday, February 21, 2024 at 11:59 PM ET.


Forward-looking Statements

“Safe Harbor” Statements under the Private Securities Litigation Reform Act of 1995: All statements related to, among other things, income (loss), earnings, cash flows, revenue, changes in operations, operating improvements, the impact of the Hunter Fan transaction, the industries in which Griffon Corporation (the “Company” or “Griffon”) operates and the United States and global economies that are not historical are hereby identified as “forward-looking statements” and may be indicated by words or phrases such as “anticipates,” “supports,” “plans,” “projects,” “expects,” “believes,” "achieves", “should,” “would,” “could,” “hope,” “forecast,” “management is of the opinion,” “may,” “will,” “estimates,” “intends,” “explores,” “opportunities,” the negative of these expressions, use of the future tense and similar words or phrases. Such forward-looking statements are subject to inherent risks and uncertainties that could cause actual results to differ materially from those expressed in any forward-looking statements. These risks and uncertainties include, among others: current economic conditions and uncertainties in the housing, credit and capital markets; Griffon’s ability to achieve expected savings and improved operational results from cost control, restructuring, integration and disposal initiatives (including, in particular, the expanded CPP outsourcing strategy announced in May 2023); the ability to identify and successfully consummate, and integrate, value-adding acquisition opportunities; increasing competition and pricing pressures in the markets served by Griffon’s operating companies; the ability of Griffon’s operating companies to expand into new geographic and product markets, and to anticipate and meet customer demands for new products and product enhancements and innovations; increases in the cost or lack of availability of raw materials such as steel, resin and wood, components or purchased finished goods, including any potential impact on costs or availability resulting from tariffs; changes in customer demand or loss of a material customer at one of Griffon’s operating companies; the potential impact of seasonal variations and uncertain weather patterns on certain of Griffon’s businesses; political events or military conflicts that could impact the worldwide economy; a downgrade in Griffon’s credit ratings; changes in international economic conditions including inflation, interest rate and currency exchange fluctuations; the reliance by certain of Griffon’s businesses on particular third party suppliers and manufacturers to meet customer demands; the relative mix of products and services offered by Griffon’s businesses, which impacts margins and operating efficiencies; short-term capacity constraints or prolonged excess capacity; unforeseen developments in contingencies, such as litigation, regulatory and environmental matters; Griffon’s ability to adequately protect and maintain the validity of patent and other intellectual property rights; the cyclical nature of the businesses of certain of Griffon’s operating companies; possible terrorist threats and actions and their impact on the global economy; effects of possible IT system failures, data breaches or cyber-attacks; the impact of COVID-19, or some other future pandemic, on the U.S. and the global economy, including business disruptions, reductions in employment and an increase in business and operating facility failures, specifically among our customers and suppliers; Griffon’s ability to service and refinance its debt; and the impact of recent and future legislative and regulatory changes, including, without limitation, changes in tax laws. Such statements reflect the views of the Company with respect to future events and are subject to these and other risks, as previously disclosed in the Company’s Securities and Exchange Commission filings. Readers are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements speak only as of the date made. Griffon undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.


About Griffon Corporation

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

Griffon conducts its operations through two reportable segments:

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 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.

For more information on Griffon and its operating subsidiaries, please see the Company’s website at

Company Contact            Investor Relations Contact        
Brian G. Harris                Michael Callahan            
SVP & Chief Financial Officer        Managing Director
Griffon Corporation            ICR Inc.    
(212) 957-5000                (203) 682-8311


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 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.

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

(in thousands)For the Three Months Ended December 31,
Home and Building Products$395,791 $396,573 
Consumer and Professional Products247,362 252,811 
Total revenue$643,153 $649,384 
 For the Three Months Ended December 31,
Home and Building Products$124,719 $124,145 
Consumer and Professional Products5,539 (1,809)
Segment adjusted EBITDA130,258 122,336 
Unallocated amounts, excluding depreciation*(13,907)(13,776)
Adjusted EBITDA116,351 108,560 
Net interest expense(24,875)(24,544)
Depreciation and amortization(14,823)(17,113)
Restructuring charges(12,400)— 
Gain on sale of building547 10,852 
Strategic review - retention and other(4,658)(8,232)
Proxy expenses— (1,503)
Income before taxes $60,142 $68,020 
* Primarily Corporate Overhead
For the Three Months Ended December 31,
Home and Building Products$3,633 $3,846 
Consumer and Professional Products11,057 13,127 
Total segment depreciation and amortization14,690 16,973 
Corporate133 140 
Total consolidated depreciation and amortization$14,823 $17,113 


Griffon believes free cash flow ("FCF", a non-GAAP measure) is a useful measure for investors because it portrays the Company's ability to generate cash from operations for purposes such as repaying debt, funding acquisitions and paying dividends.

The following table provides a reconciliation of net cash provided by (used in) operating activities to FCF:

For the Three Months Ended December 31,
(in thousands)20232022
Net cash provided by operating activities
$146,058 $75,480 
Acquisition of property, plant and equipment(14,330)(4,726)
Proceeds from the sale of property, plant and equipment787 11,815 
FCF$132,515 $82,569 

The following tables provide a reconciliation of gross profit and selling, general and administrative expenses for items that affect comparability for the three months ended December 31, 2023 and 2022:

(in thousands)For the Three Months Ended December 31,
Gross profit, as reported$236,641 $233,825 
% of revenue36.8 %36.0 %
Adjusting items:
Restructuring charges(1)
11,646 — 
Gross profit, as adjusted$248,287 $233,825 
% of revenue38.6 %36.0 %
(1) For the quarter ended December 31, 2023 restructuring charges relates to the CPP global sourcing expansion.
(in thousands)For the Three Months Ended December 31,
Selling, general and administrative expenses, as reported$152,803 $152,720 
% of revenue23.8 %23.5 %
Adjusting items:
Restructuring charges(1)
Proxy expenses— (1,503)
Strategic review - retention and other(4,658)(8,232)
Selling, general and administrative expenses, as adjusted$147,391 $142,985 
% of revenue22.9 %22.0 %
(1) For the quarter ended December 31, 2023 restructuring charges relates to the CPP global sourcing expansion.

(in thousands, except per share data)
 Three Months Ended December 31,
Revenue$643,153 $649,384 
Cost of goods and services406,512 415,559 
Gross profit236,641 233,825 
Selling, general and administrative expenses152,803 152,720 
Income from operations83,838 81,105 
Other income (expense)  
Interest expense(25,299)(24,648)
Interest income424 104 
Gain on sale of building547 10,852 
Other, net632 607 
Total other expense, net(23,696)(13,085)
Income before taxes 60,142 68,020 
Provision for income taxes17,965 19,318 
Net income $42,177 $48,702 
Basic earnings per common share$0.86 $0.93 
Basic weighted-average shares outstanding48,784 52,579 
Diluted earnings per common share$0.82 $0.88 
Diluted weighted-average shares outstanding51,467 55,298 
Dividends paid per common share$0.15 $0.10 
Net income $42,177 $48,702 
Other comprehensive income (loss), net of taxes:  
Foreign currency translation adjustments10,238 11,937 
Pension and other post retirement plans532 862 
Change in cash flow hedges(295)(580)
Total other comprehensive income, net of taxes10,475 12,219 
Comprehensive income, net$52,652 $60,921 

(in thousands)
 December 31,
September 30,
Cash and equivalents$110,546 $102,889 
Accounts receivable, net of allowances of $11,985 and $11,264299,594 312,432 
Inventories478,609 507,130 
Prepaid and other current assets57,863 57,139 
Assets held for sale15,010 — 
Assets of discontinued operations984 1,001 
Total Current Assets962,606 980,591 
PROPERTY, PLANT AND EQUIPMENT, net269,129 279,218 
GOODWILL327,864 327,864 
INTANGIBLE ASSETS, net632,111 635,243 
OTHER ASSETS21,365 21,731 
Total Assets$2,393,313 $2,418,879 
Notes payable and current portion of long-term debt$9,274 $9,625 
Accounts payable154,018 116,646 
Accrued liabilities190,096 193,098 
Current portion of operating lease liabilities34,075 32,632 
Liabilities of discontinued operations4,216 7,148 
Total Current Liabilities391,679 359,149 
LONG-TERM DEBT, net1,430,235 1,459,904 
OTHER LIABILITIES129,547 132,708 
Total Liabilities2,108,291 2,103,635 
Total Shareholders’ Equity285,022 315,244 
Total Liabilities and Shareholders’ Equity$2,393,313 $2,418,879 


(in thousands)
 Three Months Ended December 31,
Net income $42,177 $48,702 
Adjustments to reconcile net income to net cash provided by operating activities:  
Depreciation and amortization14,823 17,113 
Stock-based compensation6,417 6,742 
Asset impairment charges - restructuring8,482 — 
Provision for losses on accounts receivable562 482 
Amortization of debt discounts and issuance costs1,056 1,023 
Gain on sale of assets and investments(550)(10,923)
Change in assets and liabilities:  
Decrease in accounts receivable14,491 13,689 
Decrease in inventories24,623 22,931 
(Increase) decrease in prepaid and other assets(3,631)100 
Increase (decrease) in accounts payable, accrued liabilities, income taxes payable and operating lease liabilities36,491 (26,333)
Other changes, net1,117 1,954 
Net cash provided by operating activities 146,058 75,480 
Acquisition of property, plant and equipment(14,330)(4,726)
Payments related to sale of business— (2,568)
Proceeds from the sale of property, plant and equipment787 11,815 
Net cash provided by (used in) investing activities (13,543)4,521 
Dividends paid(9,965)(7,126)
Purchase of shares for treasury(81,449)(12,735)
Proceeds from long-term debt31,500 29,823 
Payments of long-term debt(63,860)(87,539)
Financing costs(114)(744)
Other, net(59)(42)
Net cash used in financing activities (123,947)(78,363)


(in thousands)
 Three Months Ended December 31,
Net cash used in operating activities(2,926)(1,953)
Net cash used in discontinued operations(2,926)(1,953)
Effect of exchange rate changes on cash and equivalents2,015 689 


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

(in thousands, except per share data)For the Three Months Ended December 31,
Net income$42,177 $48,702 
Adjusting items:  
Restructuring charges(1)
12,400 — 
Gain on sale of building(547)(10,852)
Strategic review - retention and other4,658 8,232 
Proxy expenses— 1,503 
Tax impact of above items(2)
Discrete and certain other tax provisions (benefits), net(3)
783 (333)
Adjusted net income$55,267 $47,421 
Earnings per common share $0.82 $0.88 
Adjusting items, net of tax:  
Restructuring charges(1)
0.18 — 
Gain on sale of building(0.01)(0.15)
Strategic review - retention and other0.07 0.11 
Proxy expenses— 0.02 
Discrete and certain other tax provisions (benefits), net(3)
0.02 (0.01)
Adjusted earnings per common share $1.07 $0.86 
Diluted weighted-average shares outstanding (in thousands)51,467 55,298 
Note: Due to rounding, the sum of earnings per common share and adjusting items, net of tax, may not equal adjusted earnings per common share.

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

(2) 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.

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