gff-20240508
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

                

FORM 8-K

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

Date of Report (Date of earliest event reported): May 8, 2024

GRIFFON CORPORATION
(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))

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1





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. ☐

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Item 2.02.    Results of Operations and Financial Condition.

On May 8, 2024 Griffon Corporation (the “Registrant”) issued a press release announcing the Registrant’s financial results for the fiscal second quarter ended March 31, 2024. 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 May 8, 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.






























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SIGNATURES

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.


GRIFFON CORPORATION


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


Date: May 8, 2024
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Exhibit Index


99.1 Press release, dated May 8, 2024

Document

https://cdn.kscope.io/2107e5169377c5f6ca962e56be08f004-griffonlogoprimaryonwhitea.jpg
                         
Griffon Corporation Announces Second Quarter Results

NEW YORK, NEW YORK, May 8, 2024 – Griffon Corporation (“Griffon” or the “Company”) (NYSE:GFF) today reported results for the fiscal 2024 second quarter ended March 31, 2024.

Revenue for the second quarter totaled $672.9 million, a 5% decrease compared to $711.0 million in the prior year quarter.

Net income totaled $64.1 million, or $1.28 per share, compared to a net loss of $62.3 million, or $1.17 per share, in the prior year quarter. Excluding all items that affect comparability from both periods, adjusted net income was $67.5 million, or $1.35 per share, in the current year quarter compared to $66.9 million, or $1.21 per share, in the prior year quarter. For a reconciliation of net income (loss) to adjusted net income, and earnings (loss) per share to adjusted earnings per share, see the attached table.
Adjusted EBITDA for the second quarter was $134.2 million, a 2% decrease from the prior year quarter of $136.9 million. Adjusted EBITDA, excluding unallocated amounts (primarily corporate overhead) of $14.8 million in the current quarter and $14.6 million in the prior year quarter, totaled $149.0 million, decreasing 2% from the prior year of $151.5 million. For a reconciliation and definition of adjusted EBITDA, a non-GAAP measure, to income (loss) before taxes, see the attached table.

“Griffon’s excellent second quarter performance exceeded our expectations due to the strength of residential volume in our Home and Building Products ("HBP") segment," said Ronald J. Kramer, Chairman and Chief Executive Officer.

“Our Consumer and Professional Products ("CPP") segment's performance continues to reflect improved profitability with the completion of the previously announced U.S. facility closures,” continued Mr. Kramer. “We remain confident in our long term target of 15% segment EBITDA margin for CPP.”

“Given our robust year-to-date performance, and our expectations for the second half, we are raising full-year segment EBITDA guidance to $555 million from $525 million,” Mr. Kramer said. “Regarding capital allocation, during the fiscal second quarter, we repurchased more than 1.8 million shares at an average price of $65.09 per share. These actions demonstrate the confidence Griffon’s Board and management have in our strategic plan and outlook, and our continued commitment to delivering value to our shareholders.”

Segment Operating Results

Home and Building Products ("HBP")

HBP's second quarter revenue of $392.1 million decreased 1% from the prior year quarter due to unfavorable product mix of 2%, partially offset by a 1% increase in volume. Increased residential volume in the quarter was partially offset by decreased commercial volume.

Adjusted EBITDA of $128.9 million decreased 2% from $131.9 million in the prior year quarter. The variance to the prior year resulted from the decreased revenue noted above, and increased labor and distribution costs, partially offset by reduced material costs.

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Consumer and Professional Products ("CPP")
CPP's second quarter revenue of $280.8 million decreased 11% compared to the prior year quarter primarily due to decreased volume driven by reduced consumer demand in North America and the U.K., partially offset by increased volume in Australia.

Adjusted EBITDA of $20.1 million increased 2% from $19.6 million in the prior year quarter. The variance to the prior year was primarily due to improved North American production costs and decreased discretionary spending, partially offset by the unfavorable impact of the reduced volume noted above.

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. Manufacturing operations have ceased at all affected sites: Camp Hill and Harrisburg, PA; Fairfield, IA; Grantsville, MD and four wood mills.

Taxes
The Company reported pretax income from operations for the quarter ended March 31, 2024 compared to a pretax loss from operations for the quarter ended March 31, 2023, and recognized effective tax rates of 27.6% and 30.9%, respectively. Excluding all items that affect comparability, the effective tax rates for the quarters ended March 31, 2024 and 2023 were 27.9% and 29.5%, respectively.

Balance Sheet and Capital Expenditures
At March 31, 2024, the Company had cash and equivalents of $123.0 million and total debt outstanding of $1.59 billion, resulting in net debt of $1.46 billion. Leverage, as calculated in accordance with our credit agreement, was 2.8x net debt to EBITDA compared to 2.5x at March 31, 2023, and 2.6x at September 30, 2023. The six months ending March 31, 2024 free cash flow of $153.8 million reflects the strong operating results in the first half. At March 31, 2024, borrowing availability under the revolving credit facility was $317.5 million subject to certain loan covenants. Capital expenditures, net, were $18.5 million for the quarter ended March 31, 2024.

Share Repurchases

Share repurchases during the quarter ended March 31, 2024 totaled 1.8 million shares of common stock, for a total of $117.4 million, or an average of $65.09 per share. Since April 2023 and through March 31, 2024, share repurchases totaled 7.6 million shares of common stock or 13.3% of the outstanding shares, for a total of $337.8 million or an average of $44.56 per share, As of March 31, 2024, $120.2 million remained under the Board authorized share repurchase programs.

2024 Outlook

We now expect 2024 revenue of $2.65 billion (prior at $2.6 billion). Adjusted EBITDA is now expected to be $555 million (prior at $525 million), excluding unallocated costs of $59 million (prior $54 million) reflecting increased Employee Stock Ownership Plan expense, charges related to the strategic review and
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AMES’s global sourcing expansion. Our increased revenue and adjusted EBITDA expectations reflect HBP's strong first half results.

Other guidance for 2024 remains unchanged, including amortization of $22 million, depreciation $41 million, interest expense of $103 million, a normalized tax rate of 28% and free cash flow to exceed net income.

Conference Call Information

The Company will hold a conference call today, May 8, 2024, at 8:30 AM ET.

The call can be accessed by dialing 1-844-825-9789 (U.S. participants) or 1-412-317-5180 (International participants). Callers should ask to be connected to the Griffon Corporation teleconference or provide conference ID number 10187925. 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, May 8, 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: 10187925. The replay will be available through Wednesday, May 22, 2024 at 11:59 PM ET.


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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.

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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 www.griffon.com.

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
IR@griffon.com




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Griffon evaluates performance and allocates resources based on segment adjusted EBITDA and adjusted EBITDA, non-GAAP measures, which is defined as income (loss) 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 (loss) before taxes:

(in thousands)For the Three Months Ended March 31,For the Six Months Ended March 31,
REVENUE2024202320242023
Home and Building Products$392,062 $396,659 $787,853 $793,232 
Consumer and Professional Products280,818 314,325 528,180 567,136 
Total revenue$672,880 $710,984 $1,316,033 $1,360,368 
 For the Three Months Ended March 31,For the Six Months Ended March 31,
 2024202320242023
ADJUSTED EBITDA    
Home and Building Products$128,924 $131,871 $253,643 $256,016 
Consumer and Professional Products20,121 19,635 25,660 17,826 
Segment adjusted EBITDA149,045 151,506 279,303 273,842 
Unallocated amounts, excluding depreciation*(14,814)(14,630)(28,721)(28,406)
Adjusted EBITDA134,231 136,876 250,582 245,436 
Net interest expense(25,512)(24,643)(50,387)(49,187)
Depreciation and amortization(15,080)(17,254)(29,903)(34,367)
Restructuring charges(2,401)(78,334)(14,801)(78,334)
Gain on sale of building11 — 558 10,852 
Strategic review - retention and other(2,676)(6,190)(7,334)(14,422)
Proxy expenses— (614)— (2,117)
Intangible asset impairment— (100,000)— (100,000)
Income (loss) before taxes $88,573 $(90,159)$148,715 $(22,139)
* Primarily Corporate Overhead
For the Three Months Ended March 31,For the Six Months Ended March 31,
DEPRECIATION and AMORTIZATION2024202320242023
Segment:    
Home and Building Products$3,772 $3,811 $7,405 $7,657 
Consumer and Professional Products11,171 13,303 22,228 26,430 
Total segment depreciation and amortization14,943 17,114 29,633 34,087 
Corporate137 140 270 280 
Total consolidated depreciation and amortization$15,080 $17,254 $29,903 $34,367 
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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 Six Months Ended March 31,
(in thousands)20242023
Net cash provided by operating activities
$185,860 $161,636 
Acquisition of property, plant and equipment(33,289)(11,837)
Proceeds from the sale of property, plant and equipment1,272 11,834 
FCF$153,843 $161,633 

The following tables provide a reconciliation of gross profit and selling, general and administrative expenses for items that affect comparability for the three and six months ended March 31, 2024 and 2023:

(in thousands)For the Three Months Ended March 31,For the Six Months Ended March 31,
2024202320242023
Gross profit, as reported$270,665 $194,492 $507,306 $428,317 
% of revenue40.2 %27.4 %38.5 %31.5 %
Adjusting items:
Restructuring charges(1)
1,334 74,645 12,980 74,645 
Gross profit, as adjusted$271,999 $269,137 $520,286 $502,962 
% of revenue40.4 %37.9 %39.5 %37.0 %
(1) For the quarter and six months ended March 31, 2024 and 2023, restructuring charges relates to the CPP global sourcing expansion.
(in thousands)For the Three Months Ended March 31,For the Six Months Ended March 31,
2024202320242023
Selling, general and administrative expenses, including intangible asset impairment, as reported$157,217 $260,301 $310,020 $413,021 
% of revenue23.4 %36.6 %23.6 %30.4 %
Adjusting items:
Restructuring charges(1)
(1,067)(3,689)(1,821)(3,689)
Intangible asset impairment— (100,000)— (100,000)
Proxy expenses— (614)— (2,117)
Strategic review - retention and other(2,676)(6,190)(7,334)(14,422)
Selling, general and administrative expenses, as adjusted$153,474 $149,808 $300,865 $292,793 
% of revenue22.8 %21.1 %22.9 %21.5 %
(1) For the quarter and six months ended March 31, 2024 and 2023, restructuring charges relates to the CPP global sourcing expansion.
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GRIFFON CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(in thousands, except per share data)
(Unaudited)
 Three Months Ended March 31,Six Months Ended March 31,
 2024202320242023
Revenue$672,880 $710,984 $1,316,033 $1,360,368 
Cost of goods and services402,215 516,492 808,727 932,051 
Gross profit270,665 194,492 507,306 428,317 
Selling, general and administrative expenses157,217 160,301 310,020 313,021 
Intangible asset impairment— 100,000 — 100,000 
Total operating expenses157,217 260,301 310,020 413,021 
Income (loss) from operations113,448 (65,809)197,286 15,296 
Other income (expense)    
Interest expense(26,149)(24,879)(51,448)(49,527)
Interest income637 236 1,061 340 
Gain on sale of building11 — 558 10,852 
Other, net626 293 1,258 900 
Total other expense, net(24,875)(24,350)(48,571)(37,435)
Income (loss) before taxes 88,573 (90,159)148,715 (22,139)
Provision (benefit) for income taxes24,430 (27,904)42,395 (8,586)
Net income (loss)$64,143 $(62,255)$106,320 $(13,553)
Basic earnings (loss) per common share$1.34 $(1.17)$2.20 $(0.26)
Basic weighted-average shares outstanding47,946 53,038 48,365 52,809 
Diluted earnings (loss) per common share$1.28 $(1.17)$2.10 $(0.26)
Diluted weighted-average shares outstanding49,931 53,038 50,714 52,809 
Dividends paid per common share$0.15 $0.10 $0.30 $0.20 
Net income (loss)$64,143 $(62,255)$106,320 $(13,553)
Other comprehensive income (loss), net of taxes:    
Foreign currency translation adjustments(7,199)334 3,039 12,271 
Pension and other post retirement plans531 746 1,063 1,608 
Change in cash flow hedges1,772 1,533 1,477 953 
Total other comprehensive income (loss), net of taxes(4,896)2,613 5,579 14,832 
Comprehensive income (loss), net$59,247 $(59,642)$111,899 $1,279 
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GRIFFON CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(Unaudited)
 March 31,
2024
September 30,
2023
CURRENT ASSETS  
Cash and equivalents$123,030 $102,889 
Accounts receivable, net of allowances of $11,567 and $11,264349,818 312,432 
Inventories443,970 507,130 
Prepaid and other current assets65,196 57,139 
Assets held for sale24,172 — 
Assets of discontinued operations980 1,001 
Total Current Assets1,007,166 980,591 
PROPERTY, PLANT AND EQUIPMENT, net267,337 279,218 
OPERATING LEASE RIGHT-OF-USE ASSETS168,252 169,942 
GOODWILL327,864 327,864 
INTANGIBLE ASSETS, net625,202 635,243 
OTHER ASSETS23,805 21,731 
ASSETS OF DISCONTINUED OPERATIONS4,104 4,290 
Total Assets$2,423,730 $2,418,879 
CURRENT LIABILITIES  
Notes payable and current portion of long-term debt$8,152 $9,625 
Accounts payable143,152 116,646 
Accrued liabilities174,247 193,098 
Current portion of operating lease liabilities33,433 32,632 
Liabilities of discontinued operations2,753 7,148 
Total Current Liabilities361,737 359,149 
LONG-TERM DEBT, net1,577,208 1,459,904 
LONG-TERM OPERATING LEASE LIABILITIES145,295 147,224 
OTHER LIABILITIES132,063 132,708 
LIABILITIES OF DISCONTINUED OPERATIONS5,241 4,650 
Total Liabilities2,221,544 2,103,635 
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY  
Total Shareholders’ Equity202,186 315,244 
Total Liabilities and Shareholders’ Equity$2,423,730 $2,418,879 






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GRIFFON CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
 Six Months Ended March 31,
 20242023
CASH FLOWS FROM OPERATING ACTIVITIES:  
Net income (loss)$106,320 $(13,553)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:  
Depreciation and amortization29,903 34,367 
Stock-based compensation12,674 13,335 
Intangible asset impairments— 100,000 
Asset impairment charges - restructuring8,482 59,118 
Provision for losses on accounts receivable904 343 
Amortization of debt discounts and issuance costs2,113 2,045 
Deferred income tax provision (benefit)— (25,744)
Gain on sale of assets and investments(1,075)(10,852)
Change in assets and liabilities:  
Increase in accounts receivable(33,503)(19,431)
Decrease in inventories56,250 64,582 
(Increase) decrease in prepaid and other assets(5,766)3,451 
Increase (decrease) in accounts payable, accrued liabilities, income taxes payable and operating lease liabilities7,979 (51,409)
Other changes, net1,579 5,384 
Net cash provided by operating activities 185,860 161,636 
CASH FLOWS FROM INVESTING ACTIVITIES:  
Acquisition of property, plant and equipment(33,289)(11,837)
Payments related to sale of business— (2,568)
Proceeds from the sale of property, plant and equipment1,272 11,834 
Net cash used in investing activities (32,017)(2,571)
CASH FLOWS FROM FINANCING ACTIVITIES:  
Dividends paid(21,676)(12,824)
Purchase of shares for treasury(222,421)(12,989)
Proceeds from long-term debt179,500 45,419 
Payments of long-term debt(67,184)(119,110)
Other, net(262)(127)
Net cash used in financing activities (132,043)(99,631)


10

GRIFFON CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - continued
(in thousands)
(Unaudited)
 Six Months Ended March 31,
 20242023
CASH FLOWS FROM DISCONTINUED OPERATIONS:  
Net cash used in operating activities(3,273)(2,598)
Net cash used in discontinued operations(3,273)(2,598)
Effect of exchange rate changes on cash and equivalents1,614 (1,428)
NET INCREASE IN CASH AND EQUIVALENTS20,141 55,408 
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD102,889 120,184 
CASH AND EQUIVALENTS AT END OF PERIOD$123,030 $175,592 

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Griffon evaluates performance based on adjusted net income (loss) and the related adjusted earnings (loss) 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 (loss) to adjusted net income and earnings (loss) per common share to adjusted earnings per common share:

(in thousands, except per share data)For the Three Months Ended March 31,For the Six Months Ended March 31,
 2024202320242023
Net income (loss)$64,143 $(62,255)$106,320 $(13,553)
Adjusting items:    
Restructuring charges(1)
2,401 78,334 14,801 78,334 
Intangible asset impairment— 100,000 — 100,000 
Gain on sale of building(11)— (558)(10,852)
Strategic review - retention and other2,676 6,190 7,334 14,422 
Proxy expenses— 614 — 2,117 
Tax impact of above items(2)
(1,309)(47,224)(5,513)(47,055)
Discrete and certain other tax provisions (benefits), net(3)
(390)(8,723)393 (9,056)
Adjusted net income$67,510 $66,936 $122,777 $114,357 
Earnings (loss) per common share $1.28 $(1.17)$2.10 $(0.26)
Adjusting items, net of tax:    
Anti-dilutive share impact(4)
— 0.05 — 0.02 
Restructuring charges(1)
0.04 1.06 0.22 1.06 
Intangible asset impairment— 1.34 — 1.34 
Gain on sale of building— — (0.01)(0.15)
Strategic review - retention and other0.04 0.08 0.11 0.20 
Proxy expenses— 0.01 — 0.03 
Discrete and certain other tax provisions (benefits), net(3)
(0.01)(0.16)0.01 (0.16)
Adjusted earnings per common share $1.35 $1.21 $2.42 $2.07 
Weighted-average shares outstanding (in thousands)47,946 53,038 48,365 52,809 
Diluted weighted-average shares outstanding (in thousands)49,931 55,364 50,714 55,334 
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 quarters ended March 31, 2024 and 2023, restructuring charges relate to the CPP global sourcing expansion, of which $1.3 million and $74.6 million, respectively, is included in Cost of goods and services and $1.1 million and $3.7 million, respectively, is included in SG&A. For the six months ended March 31, 2024 and 2023, restructuring charges relate to the CPP global sourcing expansion, of which $13.0 million and $74.6 million, respectively, are included in Cost of goods and services and $1.8 million and $3.7 million, respectively, are 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.

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(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.

(4) In the three and six months ended March 31, 2023, Earnings (loss) per common share is calculated using basic shares on the face of the income statement. The anti-dilutive share impact represents the impact of converting from basic shares to diluted shares used in calculating Earnings (loss) per common share.




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