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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 6, 2025
GRIFFON CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
1-06620
11-1893410
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
712 Fifth Avenue, 18th Floor
New York, New York 10019
(Address of Principal Executive Offices) (Zip Code)
(212) 957-5000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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





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

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

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

Item 2.02.    Results of Operations and Financial Condition.

On August 6, 2025 Griffon Corporation (the “Registrant”) issued a press release announcing the Registrant’s financial results for the fiscal third quarter ended June 30, 2025. A copy of the Registrant’s press release is attached hereto as Exhibit 99.1.

Item 9.01.    Financial Statements and Exhibits.

(d)     Exhibits.

99.1     Press Release, dated August 6, 2025

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


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SIGNATURES

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

     GRIFFON CORPORATION
   By:    /s/ Brian G. Harris
Brian G. Harris
                            EVP and Chief Financial Officer
      Date: August 6, 2025

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Exhibit Index


99.1 Press release, dated August 6, 2025



EX-99.1 2 gffq32025exhibit991.htm EX-99.1 Document

griffonlogoprimaryonwhitea.jpg
                         
Griffon Corporation Announces Third Quarter Results

NEW YORK, NEW YORK, August 6, 2025 – Griffon Corporation (“Griffon” or the “Company”) (NYSE:GFF) today reported results for the fiscal 2025 third quarter ended June 30, 2025.

Revenue for the third quarter totaled $613.6 million, a 5% decrease compared to $647.8 million in the prior year quarter.

During the fiscal 2025 third quarter, Griffon recorded a net loss of $120.1 million, or $2.65 per share, which included a charge of $217.2 million, net of tax, or $4.69 per share, related to the impairment of Hunter Fan acquisition related goodwill and intangible assets in the Consumer and Professional Products ("CPP") segment. Prior year third quarter net income was $41.1 million, or $0.84 per share.

Adjusted net income, which excludes all items that affect comparability from both periods, was $69.2 million, or $1.50 per share, in the current year quarter compared to $60.5 million, or $1.24 per share, in the prior year quarter. For a reconciliation of net income (loss) to adjusted net income (a non-GAAP measure), and earnings (loss) per share to adjusted earnings per share (a non-GAAP measure), see the attached table.
Adjusted EBITDA for the third quarter was $134.7 million, a 7% increase from the prior year quarter of $125.5 million. Adjusted EBITDA, excluding unallocated amounts (primarily corporate overhead) of $13.3 million in the current quarter and $15.3 million in the prior year quarter, totaled $148.0 million, increasing 5% from the prior year of $140.8 million. For a reconciliation of adjusted EBITDA, a non-GAAP measure, to income (loss) before taxes, and the definition of adjusted EBITDA, see the attached table.

“Our Home and Building Products' ("HBP") segment continued its strong performance this quarter. For the first nine-months of the year, HBP exceeded our expectations led by an EBITDA margin of 31.4% driven by favorable price and mix,” said Ronald J. Kramer, Chairman and CEO of Griffon. “Our Consumer and Professional Products segment has continued to be impacted by weak demand. However, through the first nine months, its EBITDA margin improved 270 basis points year-over-year driven by the transition of our U.S. operations to an asset-light business model and solid performance from our team in Australia. Given our overall year-to-date performance, and despite uncertain economic operating conditions, we are reaffirming our full-year EBITDA guidance.”

"During the first nine months of fiscal 2025, the company generated $261 million of free cash flow," continued Mr. Kramer. "So far this year, Griffon repurchased $113 million of its stock, reduced debt by $76 million, and paid $32 million in dividends while reducing leverage 0.1x to 2.5x. These actions underscore our confidence in the strategic direction of the company and the resiliency of our business." HBP's third quarter revenue of $400.2 million increased 2% from the prior year quarter due to favorable price and mix of 3%, partially offset by decreased volume of 1%.







1


Segment Operating Results

Home and Building Products ("HBP")


Adjusted EBITDA of $128.8 million increased 9% from $118.5 million in the prior year quarter resulting from increased revenue noted above and reduced material costs, partially offset by increased labor costs.

Consumer and Professional Products ("CPP")

CPP's third quarter revenue of $213.4 million decreased 16% compared to the prior year quarter, primarily driven by decreased volume of 19% due to reduced consumer demand across all geographic regions, except Australia, and disrupted historical customer ordering patterns in the U.S. due to increased tariffs. CPP benefited from price and mix of 2% and incremental revenue from the Pope acquisition contributed 1%.

Adjusted EBITDA of $19.2 million decreased 14% from $22.3 million in the prior year quarter, primarily due to decreased revenue noted above, partially offset by the benefits from the U.S. global sourcing expansion initiative, improved margins across all geographic regions, and reduced administrative expenses. Foreign currency had a 1% unfavorable impact on the current quarter adjusted EBITDA.

Taxes

The Company reported a pretax loss from operations for the quarter ended June 30, 2025 compared to pretax income from operations for the quarter ended June 30, 2024, and recognized effective tax rates of 19.5% and 32.7%, respectively. Excluding all items that affect comparability, the effective tax rates for the quarters ended June 30, 2025 and 2024 were 27.4% and 27.9%, respectively.

Balance Sheet and Capital Expenditures
As of June 30, 2025, the Company had cash and equivalents of $107.3 million and total debt outstanding of $1.45 billion, resulting in net debt of $1.34 billion. During the quarter, debt was reduced by $87 million. Leverage, as calculated in accordance with our credit agreement (see the attached table), was 2.5x net debt to EBITDA compared to 2.7x at June 30, 2024 and 2.6x at September 30, 2024. At June 30, 2025, borrowing availability under the revolving credit facility was $449.5 million, subject to certain loan covenants.

Free cash flow of $261 million for the nine month period ended June 30, 2025 reflects the Company's strong operating results through the third quarter of 2025. Capital expenditures, net, were $8.4 million for the quarter ended June 30, 2025. For a reconciliation of free cash flow, a non-GAAP measure, to net cash provided by operating activities, and the definition of free cash flow, see the attached table.

Share Repurchases

Share repurchases during the quarter ended June 30, 2025 totaled 0.6 million shares for a total of $40.3 million, or an average of $69.28 per share. Since April 2023 and through June 30, 2025, the Company purchased 10.5 million shares of common stock or 18.4% of the outstanding shares, for a total of $538.4 million or an average of $51.15 per share. As of June 30, 2025, $319.6 million remained under the Board authorized share repurchase program.




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Updated 2025 Outlook

We now expect fiscal year 2025 revenue to be $2.5 billion versus prior guidance of $2.6 billion. The $100 million reduction is attributable to the CPP segment, reflecting ongoing weak consumer demand coupled with the impact of increased tariffs disrupting historical customer ordering patterns.

We are maintaining segment adjusted EBITDA guidance of $575 million to $600 million, with the upper end of the range reflecting potential incremental volume. We expect HBP segment margin in excess of 31%, versus prior guidance of in excess of 30%, and CPP EBITDA margin of approximately 8%, versus our prior guidance of in excess of 9%.

We now expect interest expense to be $95 million versus our prior guidance of $102 million, and capital expenditures of $60 million versus prior guidance of $65 million. We continue to expect free cash flow to exceed net income, depreciation of $42 million, amortization of $23 million, and a normalized tax rate of approximately 28%.

Conference Call Information

The Company will hold a conference call today, August 6, 2025, 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 13754576. 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 6, 2025, 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: 13754576. The replay will be available through Wednesday, August 20, 2025, at 11:59 PM ET.



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Forward-looking Statements

“Safe Harbor” Statements under the Private Securities Litigation Reform Act of 1995: All statements related to, among other things, income (loss), earnings, cash flows, revenue, changes in operations, operating improvements, 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 the expanded CPP global 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 pandemics, such as COVID-19, on the U.S. and the global economy, including business disruptions, reductions in employment and an increase in business and operating facility failures, specifically among our customers and suppliers; Griffon’s ability to service and refinance its debt; and the impact of recent and future legislative and regulatory changes, including, without limitation, changes in tax laws. Such statements reflect the views of the Company with respect to future events and are subject to these and other risks, as previously disclosed in the Company’s Securities and Exchange Commission filings. Readers are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements speak only as of the date made. Griffon undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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About Griffon Corporation

Griffon Corporation is a diversified management and holding company that conducts business through wholly-owned subsidiaries. Griffon oversees the operations of its subsidiaries, allocates resources among them and manages their capital structures. Griffon provides direction and assistance to its subsidiaries in connection with acquisition and growth opportunities as well as divestitures. As long-term investors, we intend to continue to grow and strengthen our existing businesses, and to diversify further through investments in our businesses and acquisitions.

Griffon conducts its operations through two reportable segments:

•Home and Building Products ("HBP") conducts its operations through Clopay Corporation. 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 global provider of branded consumer and professional tools; residential, industrial and commercial fans; home storage and organization products; and products that enhance indoor and outdoor lifestyles. CPP sells products globally through a portfolio of leading brands including AMES, since 1774, Hunter, since 1886, True Temper, and ClosetMaid.

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

Company Contact            Investor Relations Contact        
Brian G. Harris                Tom Cook            
Griffon Corporation            ICR Inc.    
(212) 957-5000                (203) 682-8250
IR@griffon.com




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EVP & Chief Financial Officer Managing Director Griffon evaluates performance and allocates resources based on segment adjusted EBITDA and adjusted EBITDA, non-GAAP measures, which are defined as income (loss) before taxes, 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 tables provide operating highlights and a reconciliation of segment adjusted EBITDA and adjusted EBITDA to income (loss) before taxes:
(in thousands) For the Three Months Ended June 30, For the Nine Months Ended June 30,
REVENUE 2025 2024 2025 2024
Home and Building Products $ 400,244  $ 394,214  $ 1,163,893  $ 1,182,067 
Consumer and Professional Products 213,383  253,600  693,851  781,780 
Total revenue $ 613,627  $ 647,814  $ 1,857,744  $ 1,963,847 

  For the Three Months Ended June 30, For the Nine Months Ended June 30,
(in thousands) 2025 2024 2025 2024
ADJUSTED EBITDA        
Home and Building Products $ 128,755  $ 118,516  $ 365,231  $ 372,159 
Consumer and Professional Products 19,222  22,263  61,140  47,923 
Segment adjusted EBITDA 147,977  140,779  426,371  420,082 
Unallocated amounts, excluding depreciation* (13,264) (15,285) (41,941) (44,006)
Adjusted EBITDA 134,713  125,494  384,430  376,076 
Net interest expense (23,568) (26,255) (71,271) (76,642)
Depreciation and amortization (15,822) (15,247) (47,086) (45,150)
Loss from debt extinguishment —  (1,700) —  (1,700)
Restructuring charges —  (18,688) —  (33,489)
Gain (loss) on sale of real estate 122  (725) 8,279  (167)
Strategic review - retention and other (1,033) (1,870) (3,883) (9,204)
Goodwill and intangible asset impairments (243,612) —  (243,612) — 
Income (loss) before taxes $ (149,200) $ 61,009  $ 26,857  $ 209,724 
* Primarily Corporate Overhead
(in thousands) For the Three Months Ended June 30, For the Nine Months Ended June 30,
DEPRECIATION and AMORTIZATION 2025 2024 2025 2024
Segment:        
Home and Building Products $ 4,440  $ 3,883  $ 13,049  $ 11,288 
Consumer and Professional Products 11,238  11,225  33,634  33,453 
Total segment depreciation and amortization 15,678  15,108  46,683  44,741 
Corporate 144  139  403  409 
Total consolidated depreciation and amortization $ 15,822  $ 15,247  $ 47,086  $ 45,150 

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Griffon believes free cash flow ("FCF", a non-GAAP measure) is a useful measure for investors because it demonstrates 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 operating activities to FCF:

For the Nine Months Ended June 30,
(in thousands) 2025 2024
Net cash provided by operating activities $ 282,481  $ 307,938 
Acquisition of property, plant and equipment (39,867) (47,849)
Proceeds from the sale of property, plant and equipment 17,895  13,572 
FCF $ 260,509  $ 273,661 

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,
2025
September 30,
2024
June 30,
2024
Cash and equivalents $ 107,279  $ 114,438  $ 133,452 
Notes payable and current portion of long-term debt
$ 8,123  $ 8,155  $ 8,138 
Long-term debt, net of current maturities 1,442,855  1,515,897  1,499,211 
Debt discount/premium and issuance costs 12,591  15,633  16,663 
Total gross debt 1,463,569  1,539,685  1,524,012 
Debt, net of cash and equivalents $ 1,356,290  $ 1,425,247  $ 1,390,560 
TTM adjusted EBITDA (1)
521,956  $ 513,602  $ 497,359 
Special dividend ESOP Charges —  —  $ (6,452)
TTM Stock and ESOP-based compensation 24,973  26,838  32,251 
TTM adjusted EBITDA
$ 546,929  $ 540,440  $ 523,158 
Leverage ratio 2.5x 2.6x 2.7x
1. Griffon defines adjusted EBITDA as operating results before interest income and expense, income taxes, depreciation and amortization, restructuring charges, strategic review charges, non-cash impairment charges, debt extinguishment, net and acquisition related expenses, as well as other items that may affect comparability, as applicable.

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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, 2025, and 2024:

(in thousands) For the Three Months Ended June 30, For the Nine Months Ended June 30,
2025 2024 2025 2024
Gross profit, as reported $ 265,248  $ 249,149  $ 781,735  $ 756,455 
% of revenue 43.2  % 38.5  % 42.1  % 38.5  %
Adjusting items:
Restructuring charges(1)
—  15,744  —  28,724 
Gross profit, as adjusted $ 265,248  $ 264,893  $ 781,735  $ 785,179 
% of revenue 43.2  % 40.9  % 42.1  % 40.0  %
(1) For the quarter and nine months ended June 30, 2024, 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,
2025 2024 2025 2024
Selling, general and administrative expenses, including goodwill and intangible asset impairments as reported $ 391,249  $ 159,810  $ 694,477  $ 469,830 
% of revenue 63.8  % 24.7  % 37.4  % 23.9  %
Adjusting items:
Restructuring charges(1)
—  (2,944) —  (4,765)
Goodwill and intangible asset impairments (243,612) —  (243,612) — 
Strategic review - retention and other (1,033) (1,870) (3,883) (9,204)
Selling, general and administrative expenses, as adjusted $ 146,604  $ 154,996  $ 446,982  $ 455,861 
% of revenue 23.9  % 23.9  % 24.1  % 23.2  %
(1) For the quarter and nine months ended June 30, 2024, restructuring charges relate to the CPP global sourcing expansion.
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GRIFFON CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(in thousands, except per share data)
(Unaudited)
  Three Months Ended June 30, Nine Months Ended June 30,
  2025 2024 2025 2024
Revenue $ 613,627  $ 647,814  $ 1,857,744  $ 1,963,847 
Cost of goods and services 348,379  398,665  1,076,009  1,207,392 
Gross profit 265,248  249,149  781,735  756,455 
Selling, general and administrative expenses 147,637  159,810  450,865  469,830 
Goodwill and intangible asset impairments 243,612  —  243,612  — 
Total operating expenses 391,249  159,810  694,477  469,830 
Income (loss) from operations (126,001) 89,339  87,258  286,625 
Other income (expense)        
Interest expense (24,137) (27,024) (72,954) (78,472)
Interest income 569  769  1,683  1,830 
Gain (loss) on sale of real estate 122  (725) 8,279  (167)
Loss from debt extinguishment —  (1,700) —  (1,700)
Other, net 247  350  2,591  1,608 
Total other expense, net (23,199) (28,330) (60,401) (76,901)
Income (loss) before taxes (149,200) 61,009  26,857  209,724 
Provision (benefit) for income taxes (29,061) 19,923  19,383  62,318 
Net income (loss) $ (120,139) $ 41,086  $ 7,474  $ 147,406 
Basic earnings (loss) per common share: $ (2.65) $ 0.87  $ 0.16  $ 3.08 
Basic weighted-average shares outstanding 45,320  47,034  45,505  47,921 
Diluted earnings (loss) per common share: $ (2.65) $ 0.84  $ 0.16  $ 2.94 
Diluted weighted-average shares outstanding 45,320  48,851  46,911  50,085 
Dividends paid per common share $ 0.18  $ 0.15  $ 0.54  $ 0.45 
Net income (loss) $ (120,139) $ 41,086  $ 7,474  $ 147,406 
Other comprehensive income (loss), net of taxes:        
Foreign currency translation adjustments 12,244  (827) (4,804) 2,212 
Pension and other post retirement plans 897  532  1,493  1,595 
Change in cash flow hedges (695) (927) 475  550 
Total other comprehensive income (loss), net of taxes 12,446  (1,222) (2,836) 4,357 
Comprehensive income (loss), net $ (107,693) $ 39,864  $ 4,638  $ 151,763 

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GRIFFON CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)

(Unaudited)
  June 30,
2025
September 30,
2024
CURRENT ASSETS    
Cash and equivalents $ 107,279  $ 114,438 
Accounts receivable, net of allowances of $11,485 and $10,986
271,632  312,765 
Inventories 445,913  425,489 
Prepaid and other current assets 80,876  61,604 
Assets held for sale 5,289  14,532 
Assets of discontinued operations 1,303  648 
Total Current Assets 912,292  929,476 
PROPERTY, PLANT AND EQUIPMENT, net 292,385  288,297 
OPERATING LEASE RIGHT-OF-USE ASSETS 162,819  171,211 
GOODWILL 192,917  329,393 
INTANGIBLE ASSETS, net 493,843  618,782 
OTHER ASSETS 28,352  30,378 
ASSETS OF DISCONTINUED OPERATIONS 4,712  3,417 
Total Assets $ 2,087,320  $ 2,370,954 
CURRENT LIABILITIES    
Notes payable and current portion of long-term debt $ 8,123  $ 8,155 
Accounts payable 130,773  119,354 
Accrued liabilities 162,523  181,918 
Current portion of operating lease liabilities 31,997  35,065 
Liabilities of discontinued operations 4,545  4,498 
Total Current Liabilities 337,961  348,990 
LONG-TERM DEBT, net 1,442,855  1,515,897 
LONG-TERM OPERATING LEASE LIABILITIES 142,213  147,369 
OTHER LIABILITIES 95,901  130,540 
LIABILITIES OF DISCONTINUED OPERATIONS 4,490  3,270 
Total Liabilities 2,023,420  2,146,066 
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY    
Total Shareholders’ Equity 63,900  224,888 
Total Liabilities and Shareholders’ Equity $ 2,087,320  $ 2,370,954 

10


GRIFFON CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)

Nine Months Ended June 30,
2025 2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 7,474  $ 147,406 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 47,086  45,150 
Stock-based compensation 17,861  19,726 
Goodwill and intangible asset impairments 243,612  — 
Asset impairment charges - restructuring —  22,979 
Provision for losses on accounts receivable 731  874 
Amortization of debt discounts and issuance costs 3,124  3,169 
Loss from debt extinguishment —  1,700 
Deferred income tax benefit (25,000) — 
Loss (gain) on sale of assets and investments 16  (1,448)
Gain on sale of real estate (8,279) — 
Change in assets and liabilities:
(Increase) decrease in accounts receivable 38,311  (6,051)
(Increase) decrease in inventories (22,606) 55,939 
(Increase) decrease in prepaid and other assets 2,230  (3,351)
Increase (decrease) in accounts payable, accrued liabilities, income taxes payable and operating lease liabilities (23,342) 19,454 
Other changes, net 1,263  2,391 
Net cash provided by operating activities 282,481  307,938 
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, plant and equipment (39,867) (47,849)
Proceeds from the sale of property, plant and equipment 17,895  13,572 
Net cash used in investing activities (21,972) (34,277)
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid (31,622) (28,770)
Purchase of shares for treasury (161,709) (241,501)
Proceeds from long-term debt 63,000  179,500 
Payments of long-term debt (139,117) (146,727)
Financing costs —  (907)
Other, net (90) (307)
Net cash used in financing activities (269,538) (238,712)
CASH FLOWS FROM DISCONTINUED OPERATIONS:
Net cash used in operating activities (820) (3,707)
Net cash provided by investing activities 137  — 
Net cash used in discontinued operations (683) (3,707)
Effect of exchange rate changes on cash and equivalents 2,553  (679)
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS (7,159) 30,563 
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 114,438  102,889 
CASH AND EQUIVALENTS AT END OF PERIOD $ 107,279  $ 133,452 
Supplemental Disclosure of Non-Cash Flow Information:
Capital expenditures in accounts payable $ 5,329  $ 268 
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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 table provides a reconciliation of net income (loss) to adjusted net income and earnings (loss) per common share to adjusted earnings per common share:

For the Three Months Ended June 30, For the Nine Months Ended June 30,
2025 2024 2025 2024
(in thousands, except per share data)
(Unaudited)
Net income (loss) $ (120,139) $ 41,086  $ 7,474  $ 147,406 
Adjusting items:
Restructuring charges(1)
—  18,688  —  33,489 
Goodwill and intangible asset impairments 243,612  —  243,612  — 
(Gain) loss on sale of real estate (122) 725  (8,279) 167 
Loss from debt extinguishment —  1,700  —  1,700 
Strategic review - retention and other 1,033  1,870  3,883  9,204 
Tax impact of above items(2)
(26,686) (5,790) (25,345) (11,303)
Discrete and certain other tax provisions (benefits), net(3)
(28,451) 2,247  (28,626) 2,640 
Adjusted net income $ 69,247  $ 60,526  $ 192,719  $ 183,303 
Earnings (loss) per common share $ (2.65) $ 0.84  $ 0.16  $ 2.94 
Adjusting items, net of tax:
Anti-dilutive share impact(4)
0.05  —  —  — 
Restructuring charges(1)
—  0.29  —  0.50 
Goodwill and intangible asset impairments 4.69  —  4.63  — 
(Gain) loss on sale of real estate —  0.01  (0.13) — 
Loss from debt extinguishment —  0.03  —  0.03 
Strategic review - retention and other 0.02  0.03  0.06  0.14 
Discrete and certain other tax provisions (benefits), net(3)
(0.61) 0.05  (0.61) 0.05 
Adjusted earnings per common share $ 1.50  $ 1.24  $ 4.11  $ 3.66 
Weighted-average shares outstanding (in thousands) 45,320  47,034  45,505  47,921 
Diluted weighted-average shares outstanding
46,270  48,851  46,911  50,085 
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 and nine months ended June 30, 2024, restructuring charges relate to the CPP global sourcing expansion, of which $15.7 million and $28.7 million, respectively, are included in Cost of goods and services and $2.9 million and $4.8 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), net primarily relate to the impact of a rate differential between statutory and annual effective tax rate on items impacting the quarter.
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(4) For the quarter ended June 30, 2025, earnings (loss) per common share was calculated using basic weighted-average shares outstanding, as presented on the face of the Statement of Operations. The anti-dilutive share impact of using diluted shares represents the impact of converting from basic shares used in calculating earnings (loss) per common share to the diluted shares used in calculating earnings (loss) per common share from a net loss.


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