GRIFFON CORP
For the period ended Mar 11, 2025. Filed Jan 27, 2025.
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Mar 11, 2025 · Filed Jan 27, 2025
GFF$101.03-1.3%Stored close · as of Nov 6, 2026
Contents
Appendix A
Griffon Corporation and Subsidiaries
**Reconciliation of Income (Loss) from Continuing Operations to Adjusted Income from Continuing Operations
(in thousands)
| For the Years Ended September 30, | |||||
|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | 2021 | 2020 | |
| (in thousands) | |||||
| Income (loss) from continuing operations | $209,897 | $77,617 | $(287,715) | $70,302 | $41,444 |
| Adjusting items: | |||||
| Restructuring charges | 41,309 | 92,468 | 16,782 | 21,418 | 13,669 |
| (Gain) loss on sale of buildings | 61 | (12,655) | — | — | — |
| Debt extinguishment, net | 1,700 | 437 | 4,529 | — | 7,925 |
| Acquisition costs | 441 | — | 9,303 | — | 2,960 |
| Strategic review — retention and other | 10,594 | 20,225 | 9,683 | — | — |
| Special dividend ESOP charges | — | 15,494 | 10,538 | — | — |
| Proxy expenses | — | 2,685 | 6,952 | — | — |
| Acquisition contingent consideration | — | — | — | — | (1,733) |
| Fair value step-up of acquired inventory sold | 491 | — | 5,401 | — | — |
| Goodwill and intangible asset impairments | — | 109,200 | 517,027 | — | — |
| Tax impact of normalized items(1) | (13,832) | (57,925) | (76,627) | (5,287) | (5,584) |
| Discrete and other certain tax provisions | 3,586 | 175 | 3,913 | 3,245 | 966 |
| Adjusted income from continuing operations | $254,247 | $247,721 | $219,786 | $89,678 | $59,647 |
| (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 (loss) per Share from Continuing Operations to Adjusted Earnings per Share
from Continuing Operations
| 2024 | 2023 | 2022 | 2021 | 2020 | |
|---|---|---|---|---|---|
| Earnings (loss) per common share from continuing operations | $4.23 | $1.42 | $(5.57) | $1.32 | $0.92 |
| Adjusting items, net of tax: | |||||
| Anti-dilutive share impact(1) | — | — | 0.24 | — | — |
| Restructuring charges | 0.62 | 1.26 | 0.23 | 0.30 | 0.23 |
| (Gain) loss on sale of buildings | — | (0.18) | — | — | — |
| Debt extinguishment, net | 0.03 | 0.01 | 0.06 | — | 0.14 |
| Acquisition costs | 0.01 | — | 0.15 | — | 0.05 |
| Strategic review — retention and other | 0.16 | 0.28 | 0.13 | — | — |
| Special dividend ESOP charges | — | 0.22 | 0.15 | — | — |
| Proxy expenses | — | 0.04 | 0.10 | — | — |
| Acquisition contingent consideration | — | — | — | — | (0.03) |
| Fair value step-up of acquired inventory sold | 0.01 | — | 0.07 | — | — |
| Goodwill and intangible asset impairments | — | 1.49 | 8.43 | — | — |
| Discrete and certain other tax provisions | 0.07 | — | 0.07 | 0.06 | 0.02 |
| Adjusted earnings per share from continuing operations or Core EPS | $5.12 | $4.54 | $4.07 | $1.68 | $1.33 |
| Weighted-average shares outstanding | 49,668 | 54,612 | 53,966 | 53,369 | 45,015 |
| Note: | Due to rounding, the sum of earnings per share and adjusting items, net of tax, may not equal adjusted earnings per common share. |
|---|
| (1) | 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 from Continuing Operations to Free Cash Flow
(in thousands)
| 2024 | 2023 | 2022 | 2021 | 2020 | |
|---|---|---|---|---|---|
| Net cash provided by operating activities - continuing operations | $380,042 | $431,765 | $59,240 | $69,808 | $106,888 |
| Acquistion of property, plant and equipment | (68,399) | (63,604) | (42,488) | (36,951) | (41,168) |
| Proceeds from the sale of property, plant and equipment | 14,479 | 20,961 | 90 | 237 | 352 |
| Free cash flow | $326,122 | $389,122 | $16,842 | $33,094 | $66,072 |
Reconciliation of GAAP to Non-GAAP Measures — Continuing Operations
Adjusted EBITDA — By Reportable Segment (Unaudited)
| (US dollars in thousands, except per share data) | For the Years Ended September 30, | ||||
|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | 2021 | 2020 | |
| REVENUE | |||||
| Home and Building Products | $1,588,625 | $1,588,506 | $1,506,882 | $1,041,108 | $927,313 |
| Consumer and Professional Products | 1,034,895 | 1,096,678 | 1,341,606 | 1,229,518 | 1,139,233 |
| Total | $2,623,520 | $2,685,184 | $2,848,488 | $2,270,626 | $2,066,546 |
| ADJUSTED EBITDA(1) | |||||
| Home and Building Products | $501,001 | $510,876 | $412,738 | $181,015 | $153,631 |
| Consumer and Professional Products | 72,632 | 50,343 | 99,308 | 115,673 | 104,053 |
| Total Segments | 573,633 | 561,219 | 512,046 | 296,688 | 257,684 |
| Unallocated amounts(2) | (60,031) | (55,887) | (53,888) | (50,278) | (49,487) |
| Adjusted EBITDA | 513,602 | 505,332 | 458,158 | 246,410 | 208,197 |
| Net interest expense | (101,652) | (99,351) | (84,164) | (62,735) | (65,795) |
| Depreciation and amortization | (60,704) | (65,445) | (64,658) | (52,302) | (52,100) |
| Gain (loss) on sale of buildings | (61) | 12,655 | — | — | — |
| Goodwill and intangible asset impairments | — | (109,200) | (517,027) | — | — |
| Debt Extinguishment, net | (1,700) | (437) | (4,529) | — | (7,925) |
| Restructuring charges | (41,309) | (92,468) | (16,782) | (21,418) | (13,669) |
| Acquisition costs | (441) | — | (9,303) | — | (2,960) |
| Proxy expenses | — | (2,685) | (6,952) | — | — |
| Special dividend ESOP charges | — | (15,494) | (10,538) | — | — |
| Strategic review — retention and other | (10,594) | (20,225) | (9,683) | — | — |
| Fair value step-up of acquired inventory sold | (491) | — | (5,401) | — | — |
| Acquisition contingent consideration | — | — | — | — | 1,733 |
| Income (loss) before taxes from continuing operations | $296,650 | $112,682 | $(270,879) | $109,955 | $67,481 |
| (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. |
| (2) | Primarily corporate overhead. |
Net Debt to Adjusted EBITDA — Per Debt Compliance (unaudited)
| September 30, | ||
|---|---|---|
| 2024 | 2023 | |
| (in thousands) | ||
| Cash and equivalents | $114,438 | $102,889 |
| Notes payables and current portion of long-term debt | 8,155 | 9,625 |
| Long-term debt, net of current maturities | 1,515,897 | 1,459,904 |
| Debt discount/premium and issuance costs | 15,633 | 20,283 |
| Total gross debt | 1,539,685 | 1,489,812 |
| Debt, net of cash and equivalents | $1,425,247 | $1,386,923 |
| Adjusted EBITDA | $513,602 | $505,332 |
| Special dividend ESOP charges | — | (15,494) |
| Stock and ESOP-based compensation | 26,838 | 41,112 |
| Adjusted EBITDA, per debt compliance | $540,440 | $530,950 |
| Net debt to EBITDA (Leverage ratio)(1) | 2.6x | 2.6x |
| (1) | Net debt to Adjusted 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 adjusted EBITDA and stock-based compensation expense; this definition is consistent with how this ratio is defined in the Company’s credit agreement. The above table provides a calculation of the Company’s net debt to EBITDA leverage ratio as of September 30, 2024 and September 30, 2023. |
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