Recent Quotes View Full List My Watchlist Create Watchlist Indicators DJI Nasdaq Composite SPX Gold Crude Oil Hydroworld Market Index Markets Stocks ETFs Tools Overview News Currencies International Treasuries Griffon Corporation Announces Third Quarter Results By: Griffon Corporation via Business Wire August 07, 2024 at 07:32 AM EDT Griffon Corporation (“Griffon” or the “Company”) (NYSE:GFF) today reported results for the fiscal 2024 third quarter ended June 30, 2024. Revenue for the third quarter totaled $647.8 million, a 5% decrease compared to $683.4 million in the prior year quarter. Net income totaled $41.1 million, or $0.84 per share, compared to $49.2 million, or $0.90 per share, in the prior year quarter. Excluding all items that affect comparability from both periods, adjusted net income was $60.5 million, or $1.24 per share, in the current year quarter compared to $70.3 million, or $1.29 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 third quarter was $125.5 million, a 9% decrease from the prior year quarter of $138.6 million. Adjusted EBITDA, excluding unallocated amounts (primarily corporate overhead) of $15.3 million in the current quarter and $14.0 million in the prior year quarter, totaled $140.8 million, decreasing 8% from the prior year of $152.6 million. For a reconciliation and definition of adjusted EBITDA, a non-GAAP measure, to income before taxes, see the attached table. “Griffon's third quarter results were highlighted by solid operating performance from Home and Building Products (“HBP”), improved profitability at Consumer and Professional Products (“CPP”) and strong free cash flow conversion,” said Ronald J. Kramer, Chairman and Chief Executive Officer. “HBP continues to generate strong EBITDA margin while CPP's profitability is benefiting from its global sourcing expansion strategy. With third quarter financial performance meeting our expectations, we are on track to achieve our previously provided, full-year guidance.” “During the third quarter, we generated strong free cash flow of $120 million allowing us to reduce debt by $80 million, repurchase $19 million of stock and fund our $7 million regular quarterly dividend. These actions underscore our commitment to a capital allocation strategy that delivers value to our shareholders.” Segment Operating Results Home and Building Products ("HBP") HBP's third quarter revenue of $394.2 million decreased 2% from the prior year quarter due to unfavorable product mix with increased residential volume being offset by decreased commercial volume. Adjusted EBITDA of $118.5 million decreased 12% from $134.3 million in the prior year quarter resulting from the decreased revenue noted above and increased material, labor and distribution costs. Consumer and Professional Products ("CPP") CPP's third quarter revenue of $253.6 million decreased 10% compared to the prior year quarter, primarily due to decreased volume driven by reduced consumer demand in North America, partially offset by increased volume in Australia. Adjusted EBITDA of $22.3 million increased 22% from $18.3 million in the prior year quarter, 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. Taxes The Company reported pretax income from operations for the quarters ended June 30, 2024 and June 30, 2023, and recognized effective tax rates of 32.7% and 37.3%, respectively. Excluding all items that affect comparability, the effective tax rates for the quarters ended June 30, 2024 and 2023 were 27.9% and 28.1%, respectively. Balance Sheet and Capital Expenditures As of June 30, 2024, the Company had cash and equivalents of $133.5 million and total debt outstanding of $1.51 billion, resulting in net debt of $1.37 billion. Leverage, as calculated in accordance with our credit agreement (see the attached table), was 2.7x net debt to EBITDA compared to 2.6x at both June 30, and September 30, 2023. The nine months ended June 30, 2024 free cash flow of $273.7 million reflects the strong operating results through the third quarter of 2024. At June 30, 2024, borrowing availability under the revolving credit facility was $397.1 million subject to certain loan covenants. Capital expenditures, net of asset sales, were $2.3 million for the quarter ended June 30, 2024. For a reconciliation and definition of free cash flow, a non-GAAP measure, to net cash provided by operating activities, see the attached table. Share Repurchases Share repurchases during the quarter ended June 30, 2024 totaled 0.3 million shares of common stock, for a total of $19.1 million, or an average of $67.31 per share. Since April 2023 and through June 30, 2024, share repurchases totaled 7.9 million shares of common stock or 13.7% of the outstanding shares, for a total of $356.9 million or an average of $45.38 per share. As of June 30, 2024, $101.1 million remained under the Board authorized share repurchase programs. 2024 Outlook We continue to expect 2024 revenue of $2.65 billion and Adjusted EBITDA of $555 million, excluding unallocated costs of $59 million and charges related to the former strategic review and AMES’s global sourcing expansion. 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, August 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 13747578. 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, August 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: 13747578. The replay will be available through Wednesday, August 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 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 www.griffon.com. Griffon evaluates performance and allocates resources based on segment adjusted EBITDA and adjusted EBITDA, non-GAAP measures, which are 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 June 30, For the Nine Months Ended June 30, REVENUE 2024 2023 2024 2023 Home and Building Products $ 394,214 $ 401,142 $ 1,182,067 $ 1,194,374 Consumer and Professional Products 253,600 282,288 781,780 849,424 Total revenue $ 647,814 $ 683,430 $ 1,963,847 $ 2,043,798 For the Three Months Ended June 30, For the Nine Months Ended June 30, 2024 2023 2024 2023 ADJUSTED EBITDA Home and Building Products $ 118,516 $ 134,330 $ 372,159 $ 390,346 Consumer and Professional Products 22,263 18,265 47,923 36,091 Segment adjusted EBITDA 140,779 152,595 420,082 426,437 Unallocated amounts, excluding depreciation* (15,285 ) (13,982 ) (44,006 ) (42,388 ) Adjusted EBITDA 125,494 138,613 376,076 384,049 Net interest expense (26,255 ) (25,207 ) (76,642 ) (74,394 ) Depreciation and amortization (15,247 ) (15,669 ) (45,150 ) (50,036 ) Loss from debt extinguishment (1,700 ) — (1,700 ) — Restructuring charges (18,688 ) (3,862 ) (33,489 ) (82,196 ) Gain (loss) on sale of buildings (725 ) — (167 ) 10,852 Strategic review - retention and other (1,870 ) (5,812 ) (9,204 ) (20,234 ) Proxy expenses — (568 ) — (2,685 ) Intangible asset impairment — — — (100,000 ) Special dividend ESOP charges — (9,042 ) — (9,042 ) Income before taxes $ 61,009 $ 78,453 $ 209,724 $ 56,314 * Primarily Corporate Overhead For the Three Months Ended June 30, For the Nine Months Ended June 30, DEPRECIATION and AMORTIZATION 2024 2023 2024 2023 Segment: Home and Building Products $ 3,883 $ 3,868 $ 11,288 $ 11,525 Consumer and Professional Products 11,225 11,661 33,453 38,091 Total segment depreciation and amortization 15,108 15,529 44,741 49,616 Corporate 139 140 409 420 Total consolidated depreciation and amortization $ 15,247 $ 15,669 $ 45,150 $ 50,036 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. FCF is defined as net cash provided by operating activities less capital expenditures, net of proceeds. The following table provides a reconciliation of net cash provided by (used in) operating activities to FCF: For the Nine Months Ended June 30, (in thousands) 2024 2023 Net cash provided by operating activities $ 307,938 $ 309,003 Acquisition of property, plant and equipment (47,849 ) (20,183 ) Proceeds from the sale of property, plant and equipment 13,572 11,840 FCF $ 273,661 $ 300,660 Net debt to EBITDA (Leverage ratio), a non-GAAP measure, is a key financial measure that is used by management to assess the borrowing capacity of the Company. The Company has defined its net debt to EBITDA leverage ratio as net debt (total principal debt outstanding net of cash and equivalents) divided by the sum of trailing twelve-month (“TTM”) adjusted EBITDA (as defined above) and TTM stock-based compensation expense. The following table provides a calculation of our net debt to EBITDA leverage ratio as calculated per our credit agreement: (in thousands) June 30, 2024 September 30, 2023 June 30, 2023 Cash and equivalents $ 133,452 $ 102,889 $ 151,790 Notes payables and current portion of long-term debt 8,138 9,625 10,043 Long-term debt, net of current maturities 1,499,211 1,459,904 1,536,415 Debt discount/premium and issuance costs 16,663 20,283 18,861 Total gross debt 1,524,012 1,489,812 1,565,319 Debt, net of cash and equivalents $ 1,390,560 $ 1,386,923 $ 1,413,529 TTM Adjusted EBITDA (1) $ 497,359 $ 505,332 $ 508,882 Special dividend ESOP Charges (6,452 ) (15,494 ) (19,580 ) TTM Stock and ESOP-based compensation 32,251 41,112 45,744 TTM Adjusted EBITDA $ 523,158 $ 530,950 $ 535,046 Leverage ratio 2.7x 2.6x 2.6x 1. Griffon defines Adjusted EBITDA as operating results before interest income and expense, income taxes, depreciation and amortization, restructuring charges, debt extinguishment, net and acquisition related expenses, as well as other items that may affect comparability, as applicable. The following tables provide a reconciliation of gross profit and selling, general and administrative expenses for items that affect comparability for the three and nine months ended June 30, 2024, and 2023: (in thousands) For the Three Months Ended June 30, For the Nine Months Ended June 30, 2024 2023 2024 2023 Gross profit, as reported $ 249,149 $ 274,624 $ 756,455 $ 702,941 % of revenue 38.5 % 40.2 % 38.5 % 34.4 % Adjusting items: Restructuring charges(1) 15,744 1,777 28,724 76,422 Gross profit, as adjusted $ 264,893 $ 276,401 $ 785,179 $ 779,363 % of revenue 40.9 % 40.4 % 40.0 % 38.1 % (1) For the quarter and nine months ended June 30, 2024 and 2023, restructuring charges relate to the CPP global sourcing expansion. (in thousands) For the Three Months Ended June 30, For the Nine Months Ended June 30, 2024 2023 2024 2023 Selling, general and administrative expenses, including intangible asset impairment, as reported $ 159,810 $ 172,439 $ 469,830 $ 585,460 % of revenue 24.7 % 25.2 % 23.9 % 28.6 % Adjusting items: Restructuring charges(1) (2,944 ) (2,085 ) (4,765 ) (5,774 ) Intangible asset impairment — — — (100,000 ) Proxy expenses — (568 ) — (2,685 ) Strategic review - retention and other (1,870 ) (5,812 ) (9,204 ) (20,234 ) Special dividend ESOP charges — (9,042 ) — (9,042 ) Selling, general and administrative expenses, as adjusted $ 154,996 $ 154,932 $ 455,861 $ 447,725 % of revenue 23.9 % 22.7 % 23.2 % 21.9 % (1) For the quarter and nine months ended June 30, 2024 and 2023, restructuring charges relate to the CPP global sourcing expansion. GRIFFON CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (in thousands, except per share data) (Unaudited) Three Months Ended June 30, Nine Months Ended June 30, 2024 2023 2024 2023 Revenue $ 647,814 $ 683,430 $ 1,963,847 $ 2,043,798 Cost of goods and services 398,665 408,806 1,207,392 1,340,857 Gross profit 249,149 274,624 756,455 702,941 Selling, general and administrative expenses 159,810 172,439 469,830 485,460 Intangible asset impairment — — — 100,000 Total operating expenses 159,810 172,439 469,830 585,460 Income from operations 89,339 102,185 286,625 117,481 Other income (expense) Interest expense (27,024 ) (25,641 ) (78,472 ) (75,168 ) Interest income 769 434 1,830 774 Gain (loss) on sale of buildings (725 ) — (167 ) 10,852 Loss from debt extinguishment (1,700 ) — (1,700 ) — Other, net 350 1,475 1,608 2,375 Total other expense, net (28,330 ) (23,732 ) (76,901 ) (61,167 ) Income before taxes 61,009 78,453 209,724 56,314 Provision for income taxes 19,923 29,248 62,318 20,662 Net income $ 41,086 $ 49,205 $ 147,406 $ 35,652 Basic earnings per common share $ 0.87 $ 0.94 $ 3.08 $ 0.68 Basic weighted-average shares outstanding 47,034 52,304 47,921 52,640 Diluted earnings per common share $ 0.84 $ 0.90 $ 2.94 $ 0.65 Diluted weighted-average shares outstanding 48,851 54,602 50,085 55,087 Dividends paid per common share $ 0.15 $ 2.125 $ 0.45 $ 2.325 Net income $ 41,086 $ 49,205 $ 147,406 $ 35,652 Other comprehensive income (loss), net of taxes: Foreign currency translation adjustments (827 ) 2,309 2,212 14,580 Pension and other post retirement plans 532 747 1,595 2,355 Change in cash flow hedges (927 ) (2,741 ) 550 (1,788 ) Total other comprehensive income (loss), net of taxes (1,222 ) 315 4,357 15,147 Comprehensive income, net $ 39,864 $ 49,520 $ 151,763 $ 50,799 GRIFFON CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) (Unaudited) June 30, 2024 September 30, 2023 CURRENT ASSETS Cash and equivalents $ 133,452 $ 102,889 Accounts receivable, net of allowances of $11,009 and $11,264 320,385 312,432 Inventories 430,708 507,130 Prepaid and other current assets 65,797 57,139 Assets held for sale 14,747 — Assets of discontinued operations 1,310 1,001 Total Current Assets 966,399 980,591 PROPERTY, PLANT AND EQUIPMENT, net 274,980 279,218 OPERATING LEASE RIGHT-OF-USE ASSETS 159,865 169,942 GOODWILL 327,864 327,864 INTANGIBLE ASSETS, net 619,867 635,243 OTHER ASSETS 25,115 21,731 ASSETS OF DISCONTINUED OPERATIONS 4,774 4,290 Total Assets $ 2,378,864 $ 2,418,879 CURRENT LIABILITIES Notes payable and current portion of long-term debt $ 8,138 $ 9,625 Accounts payable 156,564 116,646 Accrued liabilities 185,218 193,098 Current portion of operating lease liabilities 32,572 32,632 Liabilities of discontinued operations 4,216 7,148 Total Current Liabilities 386,708 359,149 LONG-TERM DEBT, net 1,499,211 1,459,904 LONG-TERM OPERATING LEASE LIABILITIES 138,665 147,224 OTHER LIABILITIES 124,969 132,708 LIABILITIES OF DISCONTINUED OPERATIONS 5,801 4,650 Total Liabilities 2,155,354 2,103,635 COMMITMENTS AND CONTINGENCIES SHAREHOLDERS’ EQUITY Total Shareholders’ Equity 223,510 315,244 Total Liabilities and Shareholders’ Equity $ 2,378,864 $ 2,418,879 GRIFFON CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited) Nine Months Ended June 30, 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 147,406 $ 35,652 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 45,150 50,036 Stock-based compensation 19,726 28,587 Intangible asset impairments — 100,000 Asset impairment charges - restructuring 22,979 59,118 Provision for losses on accounts receivable 874 689 Amortization of debt discounts and issuance costs 3,169 3,068 Loss from debt extinguishment 1,700 — Deferred income tax benefit — (25,744 ) Gain on sale of assets and investments (1,448 ) (10,852 ) Change in assets and liabilities: (Increase) decrease in accounts receivable (6,051 ) 6,236 Decrease in inventories 55,939 84,190 (Increase) decrease in prepaid and other assets (3,351 ) 1,887 Increase (decrease) in accounts payable, accrued liabilities, income taxes payable and operating lease liabilities 19,454 (36,945 ) Other changes, net 2,391 13,081 Net cash provided by operating activities 307,938 309,003 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (47,849 ) (20,183 ) Payments related to sale of business — (2,568 ) Proceeds from the sale of property, plant and equipment 13,572 11,840 Net cash used in investing activities (34,277 ) (10,911 ) CASH FLOWS FROM FINANCING ACTIVITIES: Dividends paid (28,770 ) (127,372 ) Purchase of shares for treasury (241,501 ) (98,350 ) Proceeds from long-term debt 179,500 102,558 Payments of long-term debt (146,727 ) (139,244 ) Financing costs (907 ) — Other, net (307 ) (152 ) Net cash used in financing activities (238,712 ) (262,560 ) GRIFFON CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - continued (in thousands) (Unaudited) Nine Months Ended June 30, 2024 2023 CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash used in operating activities (3,707 ) (2,799 ) Net cash used in discontinued operations (3,707 ) (2,799 ) Effect of exchange rate changes on cash and equivalents (679 ) (1,127 ) NET INCREASE IN CASH AND EQUIVALENTS 30,563 31,606 CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 102,889 120,184 CASH AND EQUIVALENTS AT END OF PERIOD $ 133,452 $ 151,790 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 June 30, For the Nine Months Ended June 30, 2024 2023 2024 2023 Net income $ 41,086 $ 49,205 $ 147,406 $ 35,652 Adjusting items: Restructuring charges(1) 18,688 3,862 33,489 82,196 Intangible asset impairment — — — 100,000 Loss from debt extinguishment 1,700 — 1,700 — (Gain) loss on sale of buildings 725 — 167 (10,852 ) Special dividend ESOP charges — 9,042 — 9,042 Strategic review - retention and other 1,870 5,812 9,204 20,234 Proxy expenses — 568 — 2,685 Tax impact of above items(2) (5,790 ) (4,704 ) (11,303 ) (51,759 ) Discrete and certain other tax provisions (benefits), net(3) 2,247 6,519 2,640 (2,537 ) Adjusted net income $ 60,526 $ 70,304 $ 183,303 $ 184,661 Earnings per common share $ 0.84 $ 0.90 $ 2.94 $ 0.65 Adjusting items, net of tax: Restructuring charges(1) 0.29 0.05 0.50 1.11 Intangible asset impairment — — — 1.35 Loss from debt extinguishment 0.03 — 0.03 — (Gain) loss on sale of buildings 0.01 — — (0.15 ) Special dividend ESOP charges — 0.13 — 0.13 Strategic review - retention and other 0.03 0.08 0.14 0.28 Proxy expenses — 0.01 — 0.04 Discrete and certain other tax provisions (benefits), net(3) 0.05 0.12 0.05 (0.05 ) Adjusted earnings per common share $ 1.24 $ 1.29 $ 3.66 $ 3.35 Diluted weighted-average shares outstanding (in thousands) 48,851 54,602 50,085 55,087 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 three months ended June 30, 2024 and 2023, restructuring charges relate to the CPP global sourcing expansion, of which $15.7 million and $1.8 million, respectively, is included in Cost of goods and services and $2.9 million and $2.1 million, respectively, is included in SG&A in the Company's Condensed Consolidated Statements of Operations. For the nine months ended June 30, 2024 and 2023, restructuring charges relate to the CPP global sourcing expansion, of which $28.7 million and $76.4 million, respectively, are included in Cost of goods and services and $4.8 million and $5.8 million, respectively, are included in SG&A in the Company's Condensed Consolidated Statements of Operations. (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. View source version on businesswire.com: https://www.businesswire.com/news/home/20240806090370/en/Contacts Company Brian G. Harris SVP & Chief Financial Officer Griffon Corporation (212) 957-5000 IR@griffon.com Investor Relations Tom Cook Managing Director ICR Inc. (203) 682-8250 Data & News supplied by www.cloudquote.io Stock quotes supplied by Barchart Quotes delayed at least 20 minutes. By accessing this page, you agree to the following Privacy Policy and Terms and Conditions.
Griffon Corporation Announces Third Quarter Results By: Griffon Corporation via Business Wire August 07, 2024 at 07:32 AM EDT Griffon Corporation (“Griffon” or the “Company”) (NYSE:GFF) today reported results for the fiscal 2024 third quarter ended June 30, 2024. Revenue for the third quarter totaled $647.8 million, a 5% decrease compared to $683.4 million in the prior year quarter. Net income totaled $41.1 million, or $0.84 per share, compared to $49.2 million, or $0.90 per share, in the prior year quarter. Excluding all items that affect comparability from both periods, adjusted net income was $60.5 million, or $1.24 per share, in the current year quarter compared to $70.3 million, or $1.29 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 third quarter was $125.5 million, a 9% decrease from the prior year quarter of $138.6 million. Adjusted EBITDA, excluding unallocated amounts (primarily corporate overhead) of $15.3 million in the current quarter and $14.0 million in the prior year quarter, totaled $140.8 million, decreasing 8% from the prior year of $152.6 million. For a reconciliation and definition of adjusted EBITDA, a non-GAAP measure, to income before taxes, see the attached table. “Griffon's third quarter results were highlighted by solid operating performance from Home and Building Products (“HBP”), improved profitability at Consumer and Professional Products (“CPP”) and strong free cash flow conversion,” said Ronald J. Kramer, Chairman and Chief Executive Officer. “HBP continues to generate strong EBITDA margin while CPP's profitability is benefiting from its global sourcing expansion strategy. With third quarter financial performance meeting our expectations, we are on track to achieve our previously provided, full-year guidance.” “During the third quarter, we generated strong free cash flow of $120 million allowing us to reduce debt by $80 million, repurchase $19 million of stock and fund our $7 million regular quarterly dividend. These actions underscore our commitment to a capital allocation strategy that delivers value to our shareholders.” Segment Operating Results Home and Building Products ("HBP") HBP's third quarter revenue of $394.2 million decreased 2% from the prior year quarter due to unfavorable product mix with increased residential volume being offset by decreased commercial volume. Adjusted EBITDA of $118.5 million decreased 12% from $134.3 million in the prior year quarter resulting from the decreased revenue noted above and increased material, labor and distribution costs. Consumer and Professional Products ("CPP") CPP's third quarter revenue of $253.6 million decreased 10% compared to the prior year quarter, primarily due to decreased volume driven by reduced consumer demand in North America, partially offset by increased volume in Australia. Adjusted EBITDA of $22.3 million increased 22% from $18.3 million in the prior year quarter, 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. Taxes The Company reported pretax income from operations for the quarters ended June 30, 2024 and June 30, 2023, and recognized effective tax rates of 32.7% and 37.3%, respectively. Excluding all items that affect comparability, the effective tax rates for the quarters ended June 30, 2024 and 2023 were 27.9% and 28.1%, respectively. Balance Sheet and Capital Expenditures As of June 30, 2024, the Company had cash and equivalents of $133.5 million and total debt outstanding of $1.51 billion, resulting in net debt of $1.37 billion. Leverage, as calculated in accordance with our credit agreement (see the attached table), was 2.7x net debt to EBITDA compared to 2.6x at both June 30, and September 30, 2023. The nine months ended June 30, 2024 free cash flow of $273.7 million reflects the strong operating results through the third quarter of 2024. At June 30, 2024, borrowing availability under the revolving credit facility was $397.1 million subject to certain loan covenants. Capital expenditures, net of asset sales, were $2.3 million for the quarter ended June 30, 2024. For a reconciliation and definition of free cash flow, a non-GAAP measure, to net cash provided by operating activities, see the attached table. Share Repurchases Share repurchases during the quarter ended June 30, 2024 totaled 0.3 million shares of common stock, for a total of $19.1 million, or an average of $67.31 per share. Since April 2023 and through June 30, 2024, share repurchases totaled 7.9 million shares of common stock or 13.7% of the outstanding shares, for a total of $356.9 million or an average of $45.38 per share. As of June 30, 2024, $101.1 million remained under the Board authorized share repurchase programs. 2024 Outlook We continue to expect 2024 revenue of $2.65 billion and Adjusted EBITDA of $555 million, excluding unallocated costs of $59 million and charges related to the former strategic review and AMES’s global sourcing expansion. 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, August 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 13747578. 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, August 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: 13747578. The replay will be available through Wednesday, August 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 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 www.griffon.com. Griffon evaluates performance and allocates resources based on segment adjusted EBITDA and adjusted EBITDA, non-GAAP measures, which are 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 June 30, For the Nine Months Ended June 30, REVENUE 2024 2023 2024 2023 Home and Building Products $ 394,214 $ 401,142 $ 1,182,067 $ 1,194,374 Consumer and Professional Products 253,600 282,288 781,780 849,424 Total revenue $ 647,814 $ 683,430 $ 1,963,847 $ 2,043,798 For the Three Months Ended June 30, For the Nine Months Ended June 30, 2024 2023 2024 2023 ADJUSTED EBITDA Home and Building Products $ 118,516 $ 134,330 $ 372,159 $ 390,346 Consumer and Professional Products 22,263 18,265 47,923 36,091 Segment adjusted EBITDA 140,779 152,595 420,082 426,437 Unallocated amounts, excluding depreciation* (15,285 ) (13,982 ) (44,006 ) (42,388 ) Adjusted EBITDA 125,494 138,613 376,076 384,049 Net interest expense (26,255 ) (25,207 ) (76,642 ) (74,394 ) Depreciation and amortization (15,247 ) (15,669 ) (45,150 ) (50,036 ) Loss from debt extinguishment (1,700 ) — (1,700 ) — Restructuring charges (18,688 ) (3,862 ) (33,489 ) (82,196 ) Gain (loss) on sale of buildings (725 ) — (167 ) 10,852 Strategic review - retention and other (1,870 ) (5,812 ) (9,204 ) (20,234 ) Proxy expenses — (568 ) — (2,685 ) Intangible asset impairment — — — (100,000 ) Special dividend ESOP charges — (9,042 ) — (9,042 ) Income before taxes $ 61,009 $ 78,453 $ 209,724 $ 56,314 * Primarily Corporate Overhead For the Three Months Ended June 30, For the Nine Months Ended June 30, DEPRECIATION and AMORTIZATION 2024 2023 2024 2023 Segment: Home and Building Products $ 3,883 $ 3,868 $ 11,288 $ 11,525 Consumer and Professional Products 11,225 11,661 33,453 38,091 Total segment depreciation and amortization 15,108 15,529 44,741 49,616 Corporate 139 140 409 420 Total consolidated depreciation and amortization $ 15,247 $ 15,669 $ 45,150 $ 50,036 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. FCF is defined as net cash provided by operating activities less capital expenditures, net of proceeds. The following table provides a reconciliation of net cash provided by (used in) operating activities to FCF: For the Nine Months Ended June 30, (in thousands) 2024 2023 Net cash provided by operating activities $ 307,938 $ 309,003 Acquisition of property, plant and equipment (47,849 ) (20,183 ) Proceeds from the sale of property, plant and equipment 13,572 11,840 FCF $ 273,661 $ 300,660 Net debt to EBITDA (Leverage ratio), a non-GAAP measure, is a key financial measure that is used by management to assess the borrowing capacity of the Company. The Company has defined its net debt to EBITDA leverage ratio as net debt (total principal debt outstanding net of cash and equivalents) divided by the sum of trailing twelve-month (“TTM”) adjusted EBITDA (as defined above) and TTM stock-based compensation expense. The following table provides a calculation of our net debt to EBITDA leverage ratio as calculated per our credit agreement: (in thousands) June 30, 2024 September 30, 2023 June 30, 2023 Cash and equivalents $ 133,452 $ 102,889 $ 151,790 Notes payables and current portion of long-term debt 8,138 9,625 10,043 Long-term debt, net of current maturities 1,499,211 1,459,904 1,536,415 Debt discount/premium and issuance costs 16,663 20,283 18,861 Total gross debt 1,524,012 1,489,812 1,565,319 Debt, net of cash and equivalents $ 1,390,560 $ 1,386,923 $ 1,413,529 TTM Adjusted EBITDA (1) $ 497,359 $ 505,332 $ 508,882 Special dividend ESOP Charges (6,452 ) (15,494 ) (19,580 ) TTM Stock and ESOP-based compensation 32,251 41,112 45,744 TTM Adjusted EBITDA $ 523,158 $ 530,950 $ 535,046 Leverage ratio 2.7x 2.6x 2.6x 1. Griffon defines Adjusted EBITDA as operating results before interest income and expense, income taxes, depreciation and amortization, restructuring charges, debt extinguishment, net and acquisition related expenses, as well as other items that may affect comparability, as applicable. The following tables provide a reconciliation of gross profit and selling, general and administrative expenses for items that affect comparability for the three and nine months ended June 30, 2024, and 2023: (in thousands) For the Three Months Ended June 30, For the Nine Months Ended June 30, 2024 2023 2024 2023 Gross profit, as reported $ 249,149 $ 274,624 $ 756,455 $ 702,941 % of revenue 38.5 % 40.2 % 38.5 % 34.4 % Adjusting items: Restructuring charges(1) 15,744 1,777 28,724 76,422 Gross profit, as adjusted $ 264,893 $ 276,401 $ 785,179 $ 779,363 % of revenue 40.9 % 40.4 % 40.0 % 38.1 % (1) For the quarter and nine months ended June 30, 2024 and 2023, restructuring charges relate to the CPP global sourcing expansion. (in thousands) For the Three Months Ended June 30, For the Nine Months Ended June 30, 2024 2023 2024 2023 Selling, general and administrative expenses, including intangible asset impairment, as reported $ 159,810 $ 172,439 $ 469,830 $ 585,460 % of revenue 24.7 % 25.2 % 23.9 % 28.6 % Adjusting items: Restructuring charges(1) (2,944 ) (2,085 ) (4,765 ) (5,774 ) Intangible asset impairment — — — (100,000 ) Proxy expenses — (568 ) — (2,685 ) Strategic review - retention and other (1,870 ) (5,812 ) (9,204 ) (20,234 ) Special dividend ESOP charges — (9,042 ) — (9,042 ) Selling, general and administrative expenses, as adjusted $ 154,996 $ 154,932 $ 455,861 $ 447,725 % of revenue 23.9 % 22.7 % 23.2 % 21.9 % (1) For the quarter and nine months ended June 30, 2024 and 2023, restructuring charges relate to the CPP global sourcing expansion. GRIFFON CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (in thousands, except per share data) (Unaudited) Three Months Ended June 30, Nine Months Ended June 30, 2024 2023 2024 2023 Revenue $ 647,814 $ 683,430 $ 1,963,847 $ 2,043,798 Cost of goods and services 398,665 408,806 1,207,392 1,340,857 Gross profit 249,149 274,624 756,455 702,941 Selling, general and administrative expenses 159,810 172,439 469,830 485,460 Intangible asset impairment — — — 100,000 Total operating expenses 159,810 172,439 469,830 585,460 Income from operations 89,339 102,185 286,625 117,481 Other income (expense) Interest expense (27,024 ) (25,641 ) (78,472 ) (75,168 ) Interest income 769 434 1,830 774 Gain (loss) on sale of buildings (725 ) — (167 ) 10,852 Loss from debt extinguishment (1,700 ) — (1,700 ) — Other, net 350 1,475 1,608 2,375 Total other expense, net (28,330 ) (23,732 ) (76,901 ) (61,167 ) Income before taxes 61,009 78,453 209,724 56,314 Provision for income taxes 19,923 29,248 62,318 20,662 Net income $ 41,086 $ 49,205 $ 147,406 $ 35,652 Basic earnings per common share $ 0.87 $ 0.94 $ 3.08 $ 0.68 Basic weighted-average shares outstanding 47,034 52,304 47,921 52,640 Diluted earnings per common share $ 0.84 $ 0.90 $ 2.94 $ 0.65 Diluted weighted-average shares outstanding 48,851 54,602 50,085 55,087 Dividends paid per common share $ 0.15 $ 2.125 $ 0.45 $ 2.325 Net income $ 41,086 $ 49,205 $ 147,406 $ 35,652 Other comprehensive income (loss), net of taxes: Foreign currency translation adjustments (827 ) 2,309 2,212 14,580 Pension and other post retirement plans 532 747 1,595 2,355 Change in cash flow hedges (927 ) (2,741 ) 550 (1,788 ) Total other comprehensive income (loss), net of taxes (1,222 ) 315 4,357 15,147 Comprehensive income, net $ 39,864 $ 49,520 $ 151,763 $ 50,799 GRIFFON CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) (Unaudited) June 30, 2024 September 30, 2023 CURRENT ASSETS Cash and equivalents $ 133,452 $ 102,889 Accounts receivable, net of allowances of $11,009 and $11,264 320,385 312,432 Inventories 430,708 507,130 Prepaid and other current assets 65,797 57,139 Assets held for sale 14,747 — Assets of discontinued operations 1,310 1,001 Total Current Assets 966,399 980,591 PROPERTY, PLANT AND EQUIPMENT, net 274,980 279,218 OPERATING LEASE RIGHT-OF-USE ASSETS 159,865 169,942 GOODWILL 327,864 327,864 INTANGIBLE ASSETS, net 619,867 635,243 OTHER ASSETS 25,115 21,731 ASSETS OF DISCONTINUED OPERATIONS 4,774 4,290 Total Assets $ 2,378,864 $ 2,418,879 CURRENT LIABILITIES Notes payable and current portion of long-term debt $ 8,138 $ 9,625 Accounts payable 156,564 116,646 Accrued liabilities 185,218 193,098 Current portion of operating lease liabilities 32,572 32,632 Liabilities of discontinued operations 4,216 7,148 Total Current Liabilities 386,708 359,149 LONG-TERM DEBT, net 1,499,211 1,459,904 LONG-TERM OPERATING LEASE LIABILITIES 138,665 147,224 OTHER LIABILITIES 124,969 132,708 LIABILITIES OF DISCONTINUED OPERATIONS 5,801 4,650 Total Liabilities 2,155,354 2,103,635 COMMITMENTS AND CONTINGENCIES SHAREHOLDERS’ EQUITY Total Shareholders’ Equity 223,510 315,244 Total Liabilities and Shareholders’ Equity $ 2,378,864 $ 2,418,879 GRIFFON CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited) Nine Months Ended June 30, 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 147,406 $ 35,652 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 45,150 50,036 Stock-based compensation 19,726 28,587 Intangible asset impairments — 100,000 Asset impairment charges - restructuring 22,979 59,118 Provision for losses on accounts receivable 874 689 Amortization of debt discounts and issuance costs 3,169 3,068 Loss from debt extinguishment 1,700 — Deferred income tax benefit — (25,744 ) Gain on sale of assets and investments (1,448 ) (10,852 ) Change in assets and liabilities: (Increase) decrease in accounts receivable (6,051 ) 6,236 Decrease in inventories 55,939 84,190 (Increase) decrease in prepaid and other assets (3,351 ) 1,887 Increase (decrease) in accounts payable, accrued liabilities, income taxes payable and operating lease liabilities 19,454 (36,945 ) Other changes, net 2,391 13,081 Net cash provided by operating activities 307,938 309,003 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (47,849 ) (20,183 ) Payments related to sale of business — (2,568 ) Proceeds from the sale of property, plant and equipment 13,572 11,840 Net cash used in investing activities (34,277 ) (10,911 ) CASH FLOWS FROM FINANCING ACTIVITIES: Dividends paid (28,770 ) (127,372 ) Purchase of shares for treasury (241,501 ) (98,350 ) Proceeds from long-term debt 179,500 102,558 Payments of long-term debt (146,727 ) (139,244 ) Financing costs (907 ) — Other, net (307 ) (152 ) Net cash used in financing activities (238,712 ) (262,560 ) GRIFFON CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - continued (in thousands) (Unaudited) Nine Months Ended June 30, 2024 2023 CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash used in operating activities (3,707 ) (2,799 ) Net cash used in discontinued operations (3,707 ) (2,799 ) Effect of exchange rate changes on cash and equivalents (679 ) (1,127 ) NET INCREASE IN CASH AND EQUIVALENTS 30,563 31,606 CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 102,889 120,184 CASH AND EQUIVALENTS AT END OF PERIOD $ 133,452 $ 151,790 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 June 30, For the Nine Months Ended June 30, 2024 2023 2024 2023 Net income $ 41,086 $ 49,205 $ 147,406 $ 35,652 Adjusting items: Restructuring charges(1) 18,688 3,862 33,489 82,196 Intangible asset impairment — — — 100,000 Loss from debt extinguishment 1,700 — 1,700 — (Gain) loss on sale of buildings 725 — 167 (10,852 ) Special dividend ESOP charges — 9,042 — 9,042 Strategic review - retention and other 1,870 5,812 9,204 20,234 Proxy expenses — 568 — 2,685 Tax impact of above items(2) (5,790 ) (4,704 ) (11,303 ) (51,759 ) Discrete and certain other tax provisions (benefits), net(3) 2,247 6,519 2,640 (2,537 ) Adjusted net income $ 60,526 $ 70,304 $ 183,303 $ 184,661 Earnings per common share $ 0.84 $ 0.90 $ 2.94 $ 0.65 Adjusting items, net of tax: Restructuring charges(1) 0.29 0.05 0.50 1.11 Intangible asset impairment — — — 1.35 Loss from debt extinguishment 0.03 — 0.03 — (Gain) loss on sale of buildings 0.01 — — (0.15 ) Special dividend ESOP charges — 0.13 — 0.13 Strategic review - retention and other 0.03 0.08 0.14 0.28 Proxy expenses — 0.01 — 0.04 Discrete and certain other tax provisions (benefits), net(3) 0.05 0.12 0.05 (0.05 ) Adjusted earnings per common share $ 1.24 $ 1.29 $ 3.66 $ 3.35 Diluted weighted-average shares outstanding (in thousands) 48,851 54,602 50,085 55,087 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 three months ended June 30, 2024 and 2023, restructuring charges relate to the CPP global sourcing expansion, of which $15.7 million and $1.8 million, respectively, is included in Cost of goods and services and $2.9 million and $2.1 million, respectively, is included in SG&A in the Company's Condensed Consolidated Statements of Operations. For the nine months ended June 30, 2024 and 2023, restructuring charges relate to the CPP global sourcing expansion, of which $28.7 million and $76.4 million, respectively, are included in Cost of goods and services and $4.8 million and $5.8 million, respectively, are included in SG&A in the Company's Condensed Consolidated Statements of Operations. (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. View source version on businesswire.com: https://www.businesswire.com/news/home/20240806090370/en/Contacts Company Brian G. Harris SVP & Chief Financial Officer Griffon Corporation (212) 957-5000 IR@griffon.com Investor Relations Tom Cook Managing Director ICR Inc. (203) 682-8250
Griffon Corporation (“Griffon” or the “Company”) (NYSE:GFF) today reported results for the fiscal 2024 third quarter ended June 30, 2024. Revenue for the third quarter totaled $647.8 million, a 5% decrease compared to $683.4 million in the prior year quarter. Net income totaled $41.1 million, or $0.84 per share, compared to $49.2 million, or $0.90 per share, in the prior year quarter. Excluding all items that affect comparability from both periods, adjusted net income was $60.5 million, or $1.24 per share, in the current year quarter compared to $70.3 million, or $1.29 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 third quarter was $125.5 million, a 9% decrease from the prior year quarter of $138.6 million. Adjusted EBITDA, excluding unallocated amounts (primarily corporate overhead) of $15.3 million in the current quarter and $14.0 million in the prior year quarter, totaled $140.8 million, decreasing 8% from the prior year of $152.6 million. For a reconciliation and definition of adjusted EBITDA, a non-GAAP measure, to income before taxes, see the attached table. “Griffon's third quarter results were highlighted by solid operating performance from Home and Building Products (“HBP”), improved profitability at Consumer and Professional Products (“CPP”) and strong free cash flow conversion,” said Ronald J. Kramer, Chairman and Chief Executive Officer. “HBP continues to generate strong EBITDA margin while CPP's profitability is benefiting from its global sourcing expansion strategy. With third quarter financial performance meeting our expectations, we are on track to achieve our previously provided, full-year guidance.” “During the third quarter, we generated strong free cash flow of $120 million allowing us to reduce debt by $80 million, repurchase $19 million of stock and fund our $7 million regular quarterly dividend. These actions underscore our commitment to a capital allocation strategy that delivers value to our shareholders.” Segment Operating Results Home and Building Products ("HBP") HBP's third quarter revenue of $394.2 million decreased 2% from the prior year quarter due to unfavorable product mix with increased residential volume being offset by decreased commercial volume. Adjusted EBITDA of $118.5 million decreased 12% from $134.3 million in the prior year quarter resulting from the decreased revenue noted above and increased material, labor and distribution costs. Consumer and Professional Products ("CPP") CPP's third quarter revenue of $253.6 million decreased 10% compared to the prior year quarter, primarily due to decreased volume driven by reduced consumer demand in North America, partially offset by increased volume in Australia. Adjusted EBITDA of $22.3 million increased 22% from $18.3 million in the prior year quarter, 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. Taxes The Company reported pretax income from operations for the quarters ended June 30, 2024 and June 30, 2023, and recognized effective tax rates of 32.7% and 37.3%, respectively. Excluding all items that affect comparability, the effective tax rates for the quarters ended June 30, 2024 and 2023 were 27.9% and 28.1%, respectively. Balance Sheet and Capital Expenditures As of June 30, 2024, the Company had cash and equivalents of $133.5 million and total debt outstanding of $1.51 billion, resulting in net debt of $1.37 billion. Leverage, as calculated in accordance with our credit agreement (see the attached table), was 2.7x net debt to EBITDA compared to 2.6x at both June 30, and September 30, 2023. The nine months ended June 30, 2024 free cash flow of $273.7 million reflects the strong operating results through the third quarter of 2024. At June 30, 2024, borrowing availability under the revolving credit facility was $397.1 million subject to certain loan covenants. Capital expenditures, net of asset sales, were $2.3 million for the quarter ended June 30, 2024. For a reconciliation and definition of free cash flow, a non-GAAP measure, to net cash provided by operating activities, see the attached table. Share Repurchases Share repurchases during the quarter ended June 30, 2024 totaled 0.3 million shares of common stock, for a total of $19.1 million, or an average of $67.31 per share. Since April 2023 and through June 30, 2024, share repurchases totaled 7.9 million shares of common stock or 13.7% of the outstanding shares, for a total of $356.9 million or an average of $45.38 per share. As of June 30, 2024, $101.1 million remained under the Board authorized share repurchase programs. 2024 Outlook We continue to expect 2024 revenue of $2.65 billion and Adjusted EBITDA of $555 million, excluding unallocated costs of $59 million and charges related to the former strategic review and AMES’s global sourcing expansion. 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, August 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 13747578. 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, August 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: 13747578. The replay will be available through Wednesday, August 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 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 www.griffon.com. Griffon evaluates performance and allocates resources based on segment adjusted EBITDA and adjusted EBITDA, non-GAAP measures, which are 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 June 30, For the Nine Months Ended June 30, REVENUE 2024 2023 2024 2023 Home and Building Products $ 394,214 $ 401,142 $ 1,182,067 $ 1,194,374 Consumer and Professional Products 253,600 282,288 781,780 849,424 Total revenue $ 647,814 $ 683,430 $ 1,963,847 $ 2,043,798 For the Three Months Ended June 30, For the Nine Months Ended June 30, 2024 2023 2024 2023 ADJUSTED EBITDA Home and Building Products $ 118,516 $ 134,330 $ 372,159 $ 390,346 Consumer and Professional Products 22,263 18,265 47,923 36,091 Segment adjusted EBITDA 140,779 152,595 420,082 426,437 Unallocated amounts, excluding depreciation* (15,285 ) (13,982 ) (44,006 ) (42,388 ) Adjusted EBITDA 125,494 138,613 376,076 384,049 Net interest expense (26,255 ) (25,207 ) (76,642 ) (74,394 ) Depreciation and amortization (15,247 ) (15,669 ) (45,150 ) (50,036 ) Loss from debt extinguishment (1,700 ) — (1,700 ) — Restructuring charges (18,688 ) (3,862 ) (33,489 ) (82,196 ) Gain (loss) on sale of buildings (725 ) — (167 ) 10,852 Strategic review - retention and other (1,870 ) (5,812 ) (9,204 ) (20,234 ) Proxy expenses — (568 ) — (2,685 ) Intangible asset impairment — — — (100,000 ) Special dividend ESOP charges — (9,042 ) — (9,042 ) Income before taxes $ 61,009 $ 78,453 $ 209,724 $ 56,314 * Primarily Corporate Overhead For the Three Months Ended June 30, For the Nine Months Ended June 30, DEPRECIATION and AMORTIZATION 2024 2023 2024 2023 Segment: Home and Building Products $ 3,883 $ 3,868 $ 11,288 $ 11,525 Consumer and Professional Products 11,225 11,661 33,453 38,091 Total segment depreciation and amortization 15,108 15,529 44,741 49,616 Corporate 139 140 409 420 Total consolidated depreciation and amortization $ 15,247 $ 15,669 $ 45,150 $ 50,036 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. FCF is defined as net cash provided by operating activities less capital expenditures, net of proceeds. The following table provides a reconciliation of net cash provided by (used in) operating activities to FCF: For the Nine Months Ended June 30, (in thousands) 2024 2023 Net cash provided by operating activities $ 307,938 $ 309,003 Acquisition of property, plant and equipment (47,849 ) (20,183 ) Proceeds from the sale of property, plant and equipment 13,572 11,840 FCF $ 273,661 $ 300,660 Net debt to EBITDA (Leverage ratio), a non-GAAP measure, is a key financial measure that is used by management to assess the borrowing capacity of the Company. The Company has defined its net debt to EBITDA leverage ratio as net debt (total principal debt outstanding net of cash and equivalents) divided by the sum of trailing twelve-month (“TTM”) adjusted EBITDA (as defined above) and TTM stock-based compensation expense. The following table provides a calculation of our net debt to EBITDA leverage ratio as calculated per our credit agreement: (in thousands) June 30, 2024 September 30, 2023 June 30, 2023 Cash and equivalents $ 133,452 $ 102,889 $ 151,790 Notes payables and current portion of long-term debt 8,138 9,625 10,043 Long-term debt, net of current maturities 1,499,211 1,459,904 1,536,415 Debt discount/premium and issuance costs 16,663 20,283 18,861 Total gross debt 1,524,012 1,489,812 1,565,319 Debt, net of cash and equivalents $ 1,390,560 $ 1,386,923 $ 1,413,529 TTM Adjusted EBITDA (1) $ 497,359 $ 505,332 $ 508,882 Special dividend ESOP Charges (6,452 ) (15,494 ) (19,580 ) TTM Stock and ESOP-based compensation 32,251 41,112 45,744 TTM Adjusted EBITDA $ 523,158 $ 530,950 $ 535,046 Leverage ratio 2.7x 2.6x 2.6x 1. Griffon defines Adjusted EBITDA as operating results before interest income and expense, income taxes, depreciation and amortization, restructuring charges, debt extinguishment, net and acquisition related expenses, as well as other items that may affect comparability, as applicable. The following tables provide a reconciliation of gross profit and selling, general and administrative expenses for items that affect comparability for the three and nine months ended June 30, 2024, and 2023: (in thousands) For the Three Months Ended June 30, For the Nine Months Ended June 30, 2024 2023 2024 2023 Gross profit, as reported $ 249,149 $ 274,624 $ 756,455 $ 702,941 % of revenue 38.5 % 40.2 % 38.5 % 34.4 % Adjusting items: Restructuring charges(1) 15,744 1,777 28,724 76,422 Gross profit, as adjusted $ 264,893 $ 276,401 $ 785,179 $ 779,363 % of revenue 40.9 % 40.4 % 40.0 % 38.1 % (1) For the quarter and nine months ended June 30, 2024 and 2023, restructuring charges relate to the CPP global sourcing expansion. (in thousands) For the Three Months Ended June 30, For the Nine Months Ended June 30, 2024 2023 2024 2023 Selling, general and administrative expenses, including intangible asset impairment, as reported $ 159,810 $ 172,439 $ 469,830 $ 585,460 % of revenue 24.7 % 25.2 % 23.9 % 28.6 % Adjusting items: Restructuring charges(1) (2,944 ) (2,085 ) (4,765 ) (5,774 ) Intangible asset impairment — — — (100,000 ) Proxy expenses — (568 ) — (2,685 ) Strategic review - retention and other (1,870 ) (5,812 ) (9,204 ) (20,234 ) Special dividend ESOP charges — (9,042 ) — (9,042 ) Selling, general and administrative expenses, as adjusted $ 154,996 $ 154,932 $ 455,861 $ 447,725 % of revenue 23.9 % 22.7 % 23.2 % 21.9 % (1) For the quarter and nine months ended June 30, 2024 and 2023, restructuring charges relate to the CPP global sourcing expansion. GRIFFON CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (in thousands, except per share data) (Unaudited) Three Months Ended June 30, Nine Months Ended June 30, 2024 2023 2024 2023 Revenue $ 647,814 $ 683,430 $ 1,963,847 $ 2,043,798 Cost of goods and services 398,665 408,806 1,207,392 1,340,857 Gross profit 249,149 274,624 756,455 702,941 Selling, general and administrative expenses 159,810 172,439 469,830 485,460 Intangible asset impairment — — — 100,000 Total operating expenses 159,810 172,439 469,830 585,460 Income from operations 89,339 102,185 286,625 117,481 Other income (expense) Interest expense (27,024 ) (25,641 ) (78,472 ) (75,168 ) Interest income 769 434 1,830 774 Gain (loss) on sale of buildings (725 ) — (167 ) 10,852 Loss from debt extinguishment (1,700 ) — (1,700 ) — Other, net 350 1,475 1,608 2,375 Total other expense, net (28,330 ) (23,732 ) (76,901 ) (61,167 ) Income before taxes 61,009 78,453 209,724 56,314 Provision for income taxes 19,923 29,248 62,318 20,662 Net income $ 41,086 $ 49,205 $ 147,406 $ 35,652 Basic earnings per common share $ 0.87 $ 0.94 $ 3.08 $ 0.68 Basic weighted-average shares outstanding 47,034 52,304 47,921 52,640 Diluted earnings per common share $ 0.84 $ 0.90 $ 2.94 $ 0.65 Diluted weighted-average shares outstanding 48,851 54,602 50,085 55,087 Dividends paid per common share $ 0.15 $ 2.125 $ 0.45 $ 2.325 Net income $ 41,086 $ 49,205 $ 147,406 $ 35,652 Other comprehensive income (loss), net of taxes: Foreign currency translation adjustments (827 ) 2,309 2,212 14,580 Pension and other post retirement plans 532 747 1,595 2,355 Change in cash flow hedges (927 ) (2,741 ) 550 (1,788 ) Total other comprehensive income (loss), net of taxes (1,222 ) 315 4,357 15,147 Comprehensive income, net $ 39,864 $ 49,520 $ 151,763 $ 50,799 GRIFFON CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) (Unaudited) June 30, 2024 September 30, 2023 CURRENT ASSETS Cash and equivalents $ 133,452 $ 102,889 Accounts receivable, net of allowances of $11,009 and $11,264 320,385 312,432 Inventories 430,708 507,130 Prepaid and other current assets 65,797 57,139 Assets held for sale 14,747 — Assets of discontinued operations 1,310 1,001 Total Current Assets 966,399 980,591 PROPERTY, PLANT AND EQUIPMENT, net 274,980 279,218 OPERATING LEASE RIGHT-OF-USE ASSETS 159,865 169,942 GOODWILL 327,864 327,864 INTANGIBLE ASSETS, net 619,867 635,243 OTHER ASSETS 25,115 21,731 ASSETS OF DISCONTINUED OPERATIONS 4,774 4,290 Total Assets $ 2,378,864 $ 2,418,879 CURRENT LIABILITIES Notes payable and current portion of long-term debt $ 8,138 $ 9,625 Accounts payable 156,564 116,646 Accrued liabilities 185,218 193,098 Current portion of operating lease liabilities 32,572 32,632 Liabilities of discontinued operations 4,216 7,148 Total Current Liabilities 386,708 359,149 LONG-TERM DEBT, net 1,499,211 1,459,904 LONG-TERM OPERATING LEASE LIABILITIES 138,665 147,224 OTHER LIABILITIES 124,969 132,708 LIABILITIES OF DISCONTINUED OPERATIONS 5,801 4,650 Total Liabilities 2,155,354 2,103,635 COMMITMENTS AND CONTINGENCIES SHAREHOLDERS’ EQUITY Total Shareholders’ Equity 223,510 315,244 Total Liabilities and Shareholders’ Equity $ 2,378,864 $ 2,418,879 GRIFFON CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited) Nine Months Ended June 30, 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 147,406 $ 35,652 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 45,150 50,036 Stock-based compensation 19,726 28,587 Intangible asset impairments — 100,000 Asset impairment charges - restructuring 22,979 59,118 Provision for losses on accounts receivable 874 689 Amortization of debt discounts and issuance costs 3,169 3,068 Loss from debt extinguishment 1,700 — Deferred income tax benefit — (25,744 ) Gain on sale of assets and investments (1,448 ) (10,852 ) Change in assets and liabilities: (Increase) decrease in accounts receivable (6,051 ) 6,236 Decrease in inventories 55,939 84,190 (Increase) decrease in prepaid and other assets (3,351 ) 1,887 Increase (decrease) in accounts payable, accrued liabilities, income taxes payable and operating lease liabilities 19,454 (36,945 ) Other changes, net 2,391 13,081 Net cash provided by operating activities 307,938 309,003 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (47,849 ) (20,183 ) Payments related to sale of business — (2,568 ) Proceeds from the sale of property, plant and equipment 13,572 11,840 Net cash used in investing activities (34,277 ) (10,911 ) CASH FLOWS FROM FINANCING ACTIVITIES: Dividends paid (28,770 ) (127,372 ) Purchase of shares for treasury (241,501 ) (98,350 ) Proceeds from long-term debt 179,500 102,558 Payments of long-term debt (146,727 ) (139,244 ) Financing costs (907 ) — Other, net (307 ) (152 ) Net cash used in financing activities (238,712 ) (262,560 ) GRIFFON CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - continued (in thousands) (Unaudited) Nine Months Ended June 30, 2024 2023 CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash used in operating activities (3,707 ) (2,799 ) Net cash used in discontinued operations (3,707 ) (2,799 ) Effect of exchange rate changes on cash and equivalents (679 ) (1,127 ) NET INCREASE IN CASH AND EQUIVALENTS 30,563 31,606 CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 102,889 120,184 CASH AND EQUIVALENTS AT END OF PERIOD $ 133,452 $ 151,790 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 June 30, For the Nine Months Ended June 30, 2024 2023 2024 2023 Net income $ 41,086 $ 49,205 $ 147,406 $ 35,652 Adjusting items: Restructuring charges(1) 18,688 3,862 33,489 82,196 Intangible asset impairment — — — 100,000 Loss from debt extinguishment 1,700 — 1,700 — (Gain) loss on sale of buildings 725 — 167 (10,852 ) Special dividend ESOP charges — 9,042 — 9,042 Strategic review - retention and other 1,870 5,812 9,204 20,234 Proxy expenses — 568 — 2,685 Tax impact of above items(2) (5,790 ) (4,704 ) (11,303 ) (51,759 ) Discrete and certain other tax provisions (benefits), net(3) 2,247 6,519 2,640 (2,537 ) Adjusted net income $ 60,526 $ 70,304 $ 183,303 $ 184,661 Earnings per common share $ 0.84 $ 0.90 $ 2.94 $ 0.65 Adjusting items, net of tax: Restructuring charges(1) 0.29 0.05 0.50 1.11 Intangible asset impairment — — — 1.35 Loss from debt extinguishment 0.03 — 0.03 — (Gain) loss on sale of buildings 0.01 — — (0.15 ) Special dividend ESOP charges — 0.13 — 0.13 Strategic review - retention and other 0.03 0.08 0.14 0.28 Proxy expenses — 0.01 — 0.04 Discrete and certain other tax provisions (benefits), net(3) 0.05 0.12 0.05 (0.05 ) Adjusted earnings per common share $ 1.24 $ 1.29 $ 3.66 $ 3.35 Diluted weighted-average shares outstanding (in thousands) 48,851 54,602 50,085 55,087 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 three months ended June 30, 2024 and 2023, restructuring charges relate to the CPP global sourcing expansion, of which $15.7 million and $1.8 million, respectively, is included in Cost of goods and services and $2.9 million and $2.1 million, respectively, is included in SG&A in the Company's Condensed Consolidated Statements of Operations. For the nine months ended June 30, 2024 and 2023, restructuring charges relate to the CPP global sourcing expansion, of which $28.7 million and $76.4 million, respectively, are included in Cost of goods and services and $4.8 million and $5.8 million, respectively, are included in SG&A in the Company's Condensed Consolidated Statements of Operations. (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. View source version on businesswire.com: https://www.businesswire.com/news/home/20240806090370/en/
Company Brian G. Harris SVP & Chief Financial Officer Griffon Corporation (212) 957-5000 IR@griffon.com Investor Relations Tom Cook Managing Director ICR Inc. (203) 682-8250