GRIFFON CORP

For the period ended Mar 20, 2024. Filed Jan 29, 2024.

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Mar 20, 2024 · Filed Jan 29, 2024

GFF$101.03-1.3%Stored close · as of Nov 6, 2026

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Contents

Appendix A

Reconciliation of Income (loss) from continuing operations to Adjusted income from continuing operations (in thousands)

	For the Years Ended September 30,
	2023	2022	2021	2020	2019
(in thousands)
Income (loss) from continuing operations	$77,617	$(287,715)	$70,302	$41,444	$25,470
Adjusting items:
Restructuring charges	92,468	16,782	21,418	13,669	—
Gain on sale of buildings	(12,655)	—	—	—	—
Debt extinguishment, net	437	4,529	—	7,925	—
Acquisition costs	—	9,303	—	2,960	—
Strategic review — retention and other	20,225	9,683	—	—	—
Special dividend ESOP charges	15,494	10,538	—	—	—
Proxy expenses	2,685	6,952	—	—	—
Acquisition contingent consideration	—	—	—	(1,733)	(1,646)
Fair value step—up of acquired inventory sold	—	5,401	—	—	—
Goodwill and intangible asset impairments	109,200	517,027	—	—	—
Tax impact of normalized items(1)	(57,925)	(76,627)	(5,287)	(5,584)	313
Discrete and other certain tax provisions	175	3,913	3,245	966	1,786
Adjusted income from continuing operations	$247,721	$219,786	$89,678	$59,647	$25,923

(1)	Tax impact for the above reconciling adjustments from GAAP to non-GAAP Income from continuing operations and the related EPS is determined by comparing the Company’s tax provision, including the reconciling adjustments, to the tax provision excluding such adjustments.

**Reconciliation of Earnings per Share from Continuing Operations to Adjusted Earnings per Share

from Continuing Operations

	2023	2022	2021	2020	2019
Earnings (loss) per common share from continuing operations	$1.42	$(5.57)	$1.32	$0.92	$0.59
Adjusting items, net of tax:
Anti-dilutive share impact(2)	—	0.24	—	—	—
Restructuring charges	1.26	0.23	0.30	0.23	—
Gain on sale of buildings	(0.18)	—	—	—	—
Debt extinguishment, net	0.01	0.06	—	0.14	—
Acquisition costs	—	0.15	—	0.05	—
Strategic review – retention and other	0.28	0.13	—	—	—
Special dividend ESOP charges	0.22	0.15	—	—	—
Proxy expenses	0.04	0.10	—	—	—
Acquisition contingent consideration	—	—	—	(0.03)	(0.03)
Fair value step-up of acquired inventory sold	—	0.07	—	—	—
Goodwill and intangible asset impairments	1.49	8.43	—	—	—
Discrete and certain other tax provisions	—	0.07	0.06	0.02	0.04
Adjusted earnings per share from continuing operations or Core EPS	$4.54	$4.07	$1.68	$1.33	$0.60
Weighted-average shares outstanding	54,612	53,966	53,369	45,015	42,888

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

(2)

In fiscal 2022, loss from continuing operations is calculated using basic shares on the face of the income statement. Per share impact of using diluted shares represents the impact of converting from the basic shares used in calculating earnings per share from the loss from continuing operations to the diluted shares used in calculating earnings per share from the adjusted income from continuing operations.

**Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow

(in thousands)

	FY 2023	FY 2022	FY 2021	FY 2020
Net cash provided by (used in) operating activities - continuing operations	$431,765	$59,240	$69,808	$106,888
Acquisition of property, plant and equipment	(63,604)	(42,488)	(36,951)	(41,168)
Proceeds from the sale of property, plant and equipment	20,961	90	237	352
Free cash flow	$389,122	$16,842	$33,094	$66,072

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