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Griffon Corporation Announces Second Quarter Results

Griffon Corporation (“Griffon” or the “Company”) (NYSE:GFF) today reported results for the fiscal 2023 second quarter ended March 31, 2023.

Revenue for the second quarter totaled $711.0 million, a 9% decrease compared to $779.6 million in the prior year quarter. Adjusting for the period Griffon did not own Hunter Fan Company ("Hunter") in the prior year quarter, organic revenue decreased 12%.

During fiscal 2023 second quarter, Griffon recorded $132.8 million, net of tax, or $2.40 per share, of charges related to impairment of intangible assets and an expansion of its global sourcing strategy, both in the Consumer and Professional Products ("CPP") segment. These items, as well as other items that affect comparability, resulted in a loss from continuing operations of $62.3 million, or $1.17 per share. Prior year second quarter income from continuing operations was $58.2 million, or $1.09 per share. Excluding all items that affect comparability from both periods, adjusted income from continuing operations was $66.9 million, or $1.21 per share in the current year quarter compared to $72.7 million, or $1.36 per share in the prior year quarter (see reconciliation of Income (loss) from continuing operations to Adjusted income from continuing operations for details).

Adjusted EBITDA from continuing operations for the second quarter was $136.9 million, a 2% decrease from the prior year quarter of $139.3 million. Adjusted EBITDA from continuing operations, excluding unallocated amounts (primarily corporate overhead) of $14.6 million in the current quarter and $13.1 million in the prior year quarter, totaled $151.5 million, decreasing 1% from the prior year of $152.3 million. Adjusted EBITDA is defined as net income excluding interest income and expense, income taxes, depreciation and amortization, strategic review, restructuring charges, non-cash impairment charges, loss on debt extinguishment and acquisition related expenses, as well as other items that may affect comparability, as applicable (for a reconciliation of “Adjusted EBITDA”, a non-GAAP measure, to income (loss) before taxes from continuing operations, see the attached table).

“Griffon’s financial results through the first half of 2023 exceeded expectations, driven by the performance of our Home and Building Products ("HBP") segment. HBP’s strong results reflect growth in commercial volume and favorable pricing and mix. In addition, we are expanding business development efforts and further improving productivity as HBP's residential sectional door backlog and lead times have returned to normal levels,” said Ronald J. Kramer, Chairman and Chief Executive Officer.

“Our Consumer and Professional Products ("CPP") segment's performance continues to reflect reduced consumer demand, elevated customer inventory levels, and an increasing customer focus on value products,” continued Mr. Kramer. “To address these evolving market conditions, CPP is expanding its global sourcing strategy to include certain product categories that are currently manufactured and sold in the U.S. market. Strategically sourcing these products will enable us to return these product lines to profitability, and will enable us to remain competitive in an increasingly price sensitive marketplace by better managing costs, efficiently meeting variable demand, and reducing operational complexity. These actions are a continuation of the evolution of CPP, and positions the segment to achieve 15% target EBITDA margins, supporting value creation for our shareholders.

“As a result of our overall strong performance in the first half, we are raising full-year EBITDA guidance from $500 million to $525 million. In addition, earlier today we announced a 25% increase to our regular quarterly dividend, which complements our previously announced $2.00 per share special dividend and the increase in our stock buyback authorization to $258 million. These actions demonstrate our commitment to enhancing both immediate and long-term value to our shareholders and reflect the confidence Griffon’s Board and management have in our strategic plan and outlook.”

Segment Operating Results

Consumer and Professional Products ("CPP")

CPP revenue in the current quarter of $314.3 million decreased 24% compared to the prior year period due to a 29% reduction in volume across all channels and geographies driven by reduced consumer demand, customer supplier diversification in the U.S., and elevated customer inventory levels, coupled with an unfavorable foreign exchange impact of 2%. These items were partially offset by $21.6 million of Hunter revenue, or 5%, for the portion of the current quarter in which Hunter was not owned by Griffon in the prior year quarter, as well as price and mix of 2%. Hunter contributed $76.2 million in the current quarter.

For the current quarter, Adjusted EBITDA was $19.6 million, compared to $47.8 million in the prior year quarter. The variance to prior year was primarily due to the unfavorable impact of the reduced volume noted above, and its related impact on manufacturing and overhead absorption, and increased material costs in Australia and Canada. This was partially offset by $3.3 million from the Hunter acquisition for the portion of the current quarter in which Hunter was not owned by Griffon in the prior year quarter and reduced discretionary spending. EBITDA reflected an unfavorable foreign exchange impact of 1%. Hunter contributed $12.2 million in the current quarter.

CPP Global Sourcing Strategy Expansion

In response to market conditions, Griffon’s CPP segment will expand 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, while improving its competitive positioning in a post-pandemic marketplace. These actions will enable CPP to achieve 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. Over that period, CPP expects to reduce its U.S. facility footprint by approximately 1.2 million square feet, or 30%, and its headcount by approximately 600. The affected U.S. locations will include Camp Hill and Harrisburg, PA; Grantsville, MD; Fairfield, IA; and four wood mills.

Implementation of this strategy over the duration of the project will result in charges of $120 to $130 million, including $50 to $55 million of cash charges for employee retention and severance, operational transition, and facility and lease exit costs, and $70 to $75 million of non-cash charges primarily related to asset write-downs. Capital investment in the range of $3 to $5 million will also be required. These costs exclude cash proceeds from the sale of real estate and equipment, which are expected to largely offset the cash charges, and also exclude inefficiencies due to duplicative labor costs and absorption impacts during transition.

In both the quarter and six months ended March 31, 2023, CPP incurred charges of $78.3 million related to the expansion of its global sourcing strategy consisting of cash charges of $19.2 million and non-cash, asset-related charges of $59.1 million.

Home and Building Products ("HBP")

HBP revenue in the current quarter of $396.7 million increased 8% from the prior year period, due to favorable pricing and mix of 14% driven by both residential and commercial. Total volume decreased 6% due to decreased residential volume, partially offset by increased commercial volume.

HBP Adjusted EBITDA in the current quarter was $131.9 million, increasing 26% compared to the prior year period. Adjusted EBITDA benefited from the increased revenue noted above and reduced material costs, partially offset by increased labor, transportation, advertising and marketing costs.

Taxes

The Company reported pretax loss from continuing operations for the quarter ended March 31, 2023 compared to pretax income from continuing operations for the quarter ended March 31, 2022, and recognized the effective tax rates of 30.9% and 29.8% for the quarters ended March 31, 2023 and 2022, respectively. Excluding all items that affect comparability, the effective tax rates for the quarters ended March 31, 2023 and 2022 were 29.5% and 28.5%, respectively.

Balance Sheet and Capital Expenditures

At March 31, 2023, the Company had cash and equivalents of $175.6 million and total debt outstanding of $1.51 billion, resulting in net debt of $1.33 billion. Leverage, as calculated in accordance with our credit agreement, was 2.5x net debt to EBITDA. Year-to-date March 31, 2023 free cash flow of $161.6 million reflects the strong operating results through the first half of 2023. Borrowing availability under the revolving credit facility was $356.3 million subject to certain loan covenants. Capital expenditures were $7.1 million for the quarter ended March 31, 2023.

On April 20, 2023, Griffon announced that the Board of Directors approved an increase of its share repurchase authorization to $258 million from the prior unused authorization as of March 31, 2023 of $58 million. There were no share repurchases during the quarter ended March 31, 2023.

2023 Outlook

We now expect 2023 revenue of $2.7 billion (prior $2.95 billion) reflecting decreased CPP revenue, primarily driven by reduced consumer demand and ongoing elevated levels of customer inventory, partially offset by increased HBP revenue driven by commercial volume increases and improved residential volume expectations.

Adjusted EBITDA in 2023 is now expected to be at least $525 million (prior $500 million), excluding unallocated costs of $56 million, and charges related to the strategic review process of $22 million (prior $16 million) and AMES’s global sourcing expansion. Increased Adjusted EBITDA expectations reflect strong HBP results partially offset by the reduced CPP volume noted above, and its related impact on manufacturing and overhead absorption.

Other guidance remains unchanged for 2023, including free cash flow to exceed net income, capital expenditures of $50 million, depreciation of $50 million and amortization of $22 million, interest expense of $103 million, and a normalized tax rate of 29%.

Conference Call Information

The Company will hold a conference call today, May 3, 2023, at 8:30 AM ET.

The call can be accessed by dialing 1-888-886-7786 (U.S. participants) or 1-416-764-8658 (International participants). Callers should ask to be connected to the Griffon Corporation teleconference or provide conference ID number 49851739. Participants are encouraged to dial-in at least 10 minutes before the scheduled start time.

A replay of the call will be available starting on Wednesday, May 3, 2023 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: 49851739. The replay will be available through Wednesday, May 17, 2023 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 impact of the Hunter Fan transaction, the industries in which Griffon Corporation (the “Company” or “Griffon”) operates and the United States and global economies that are not historical are hereby identified as “forward-looking statements” and may be indicated by words or phrases such as “anticipates,” “supports,” “plans,” “projects,” “expects,” “believes,” “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 resin, wood and steel, 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 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:

  • Consumer and Professional Products (“CPP”) is a leading North American manufacturer and 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.
  • 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.

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 operating results from continuing operations before interest income and expense, income taxes, depreciation and amortization, strategic review, non-cash impairment charges, restructuring charges, loss from debt extinguishment and acquisition related expenses, as well as other items that may affect comparability, as applicable (“Adjusted EBITDA”, a non-GAAP measure). Griffon believes this information is useful to investors.

The following table provides operating highlights and a reconciliation of Adjusted EBITDA to Income (loss) before taxes from continuing operations:

(in thousands)

For the Three Months Ended March 31,

 

For the Six Months Ended March 31,

REVENUE

 

2023

 

 

2022

 

 

2023

 

 

2022

Consumer and Professional Products

$

314,325

 

$

411,012

 

$

567,136

 

$

694,185

Home and Building Products

 

396,659

 

 

368,605

 

 

793,232

 

 

677,181

Total revenue

$

710,984

 

$

779,617

 

$

1,360,368

 

$

1,371,366

 

For the Three Months Ended March 31,

 

For the Six Months Ended March 31,

 

 

2023

 

 

 

2022

 

 

 

2023

 

 

 

2022

 

ADJUSTED EBITDA

 

 

 

 

 

 

 

Consumer and Professional Products

$

19,635

 

 

$

47,844

 

 

$

17,826

 

 

$

64,058

 

Home and Building Products

 

131,871

 

 

 

104,474

 

 

 

256,016

 

 

 

160,771

 

Total Segments

 

151,506

 

 

 

152,318

 

 

 

273,842

 

 

 

224,829

 

Unallocated amounts, excluding depreciation*

 

(14,630

)

 

 

(13,056

)

 

 

(28,406

)

 

 

(26,319

)

Adjusted EBITDA

 

136,876

 

 

 

139,262

 

 

 

245,436

 

 

 

198,510

 

Net interest expense

 

(24,643

)

 

 

(21,376

)

 

 

(49,187

)

 

 

(37,024

)

Depreciation and amortization

 

(17,254

)

 

 

(16,252

)

 

 

(34,367

)

 

 

(29,333

)

Gain on sale of building

 

 

 

 

 

 

 

10,852

 

 

 

 

Strategic review - retention and other

 

(6,190

)

 

 

 

 

 

(14,422

)

 

 

 

Proxy expenses

 

(614

)

 

 

(4,661

)

 

 

(2,117

)

 

 

(6,952

)

Acquisition costs

 

 

 

 

(6,708

)

 

 

 

 

 

(9,303

)

Restructuring charges

 

(78,334

)

 

 

(4,766

)

 

 

(78,334

)

 

 

(6,482

)

Intangible asset impairment

 

(100,000

)

 

 

 

 

 

(100,000

)

 

 

 

Fair value step-up of acquired inventory sold

 

 

 

 

(2,701

)

 

 

 

 

 

(2,701

)

Income (loss) before taxes from continuing operations

$

(90,159

)

 

$

82,798

 

 

$

(22,139

)

 

$

106,715

 

* Primarily Corporate Overhead

 

 

 

 

 

 

 

 

For the Three Months Ended March 31,

 

For the Six Months Ended March 31,

DEPRECIATION and AMORTIZATION

 

2023

 

 

2022

 

 

2023

 

 

2022

Segment:

 

 

 

 

 

 

 

Consumer and Professional Products

$

13,303

 

$

11,791

 

$

26,430

 

$

20,397

Home and Building Products

 

3,811

 

 

4,324

 

 

7,657

 

 

8,662

Total segment depreciation and amortization

 

17,114

 

 

16,115

 

 

34,087

 

 

29,059

Corporate

 

140

 

 

137

 

 

280

 

 

274

Total consolidated depreciation and amortization

$

17,254

 

$

16,252

 

$

34,367

 

$

29,333

Griffon believes Free Cash Flow ("FCF", a non-GAAP measure) is a useful measure for investors because it portrays the Company's ability to generate cash from operations for purposes such as repaying debt, funding acquisitions and paying dividends.

The following table provides a reconciliation of Net cash provided by (used in) operating activities to FCF:

 

For the Six Months Ended March 31,

(in thousands)

 

2023

 

 

 

2022

 

Net cash provided by (used in) operating activities

$

161,636

 

 

$

(173,373

)

Acquisition of property, plant and equipment

 

(11,837

)

 

 

(22,030

)

Proceeds from the sale of property, plant and equipment

 

11,834

 

 

 

32

 

FCF

$

161,633

 

 

$

(195,371

)

The following tables provide a reconciliation of Gross profit and Selling, general and administrative expenses for items that affect comparability for the three and six month periods ended March 31, 2023 and 2022:

(in thousands)

For the Three Months Ended March 31,

 

For the Six Months Ended March 31,

 

 

2023

 

 

 

2022

 

 

 

2023

 

 

 

2022

 

Gross Profit, as reported

$

194,492

 

 

$

260,643

 

 

$

428,317

 

 

$

426,485

 

% of revenue

 

27.4

%

 

 

33.4

%

 

 

31.5

%

 

 

31.1

%

Adjusting items:

 

 

 

 

 

 

 

Restructuring charges(1)

 

74,645

 

 

 

2,455

 

 

 

74,645

 

 

 

2,777

 

Fair value step-up of acquired inventory sold

 

 

 

 

2,701

 

 

 

 

 

 

2,701

 

Gross Profit, as adjusted

$

269,137

 

 

$

265,799

 

 

$

502,962

 

 

$

431,963

 

% of revenue

 

37.9

%

 

 

34.1

%

 

 

37.0

%

 

 

31.5

%

(1) For the quarter and six months ended March 31, 2023 restructuring charges relates to the CPP global sourcing expansion.

(in thousands)

For the Three Months Ended March 31,

 

For the Six Months Ended March 31,

 

 

2023

 

 

 

2022

 

 

 

2023

 

 

 

2022

 

Selling, general and administrative expenses, as reported

$

260,301

 

 

$

157,838

 

 

$

413,021

 

 

$

285,190

 

% of revenue

 

36.6

%

 

 

20.2

%

 

 

30.4

%

 

 

20.8

%

Adjusting items:

 

 

 

 

 

 

 

Restructuring charges(1)

 

(3,689

)

 

 

(2,311

)

 

 

(3,689

)

 

 

(3,705

)

Intangible asset impairment

 

(100,000

)

 

 

 

 

 

(100,000

)

 

 

 

Acquisition costs

 

 

 

 

(6,708

)

 

 

 

 

 

(9,303

)

Proxy expenses

 

(614

)

 

 

(4,661

)

 

 

(2,117

)

 

 

(6,952

)

Strategic review - retention and other

 

(6,190

)

 

 

 

 

 

(14,422

)

 

 

 

Selling, general and administrative expenses, as adjusted

$

149,808

 

 

$

144,158

 

 

$

292,793

 

 

$

265,230

 

% of revenue

 

21.1

%

 

 

18.5

%

 

 

21.5

%

 

 

19.3

%

(1) For the quarter and six months ended March 31, 2023 restructuring charges relates 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 March 31,

 

Six Months Ended March 31,

 

 

2023

 

 

 

2022

 

 

 

2023

 

 

 

2022

 

Revenue

$

710,984

 

 

$

779,617

 

 

$

1,360,368

 

 

$

1,371,366

 

Cost of goods and services

 

516,492

 

 

 

518,974

 

 

 

932,051

 

 

 

944,881

 

Gross profit

 

194,492

 

 

 

260,643

 

 

 

428,317

 

 

 

426,485

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

160,301

 

 

 

157,838

 

 

 

313,021

 

 

 

285,190

 

Intangible asset impairment

 

100,000

 

 

 

 

 

 

100,000

 

 

 

 

Total operating expenses

 

260,301

 

 

 

157,838

 

 

 

413,021

 

 

 

285,190

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

(65,809

)

 

 

102,805

 

 

 

15,296

 

 

 

141,295

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

Interest expense

 

(24,879

)

 

 

(21,408

)

 

 

(49,527

)

 

 

(37,089

)

Interest income

 

236

 

 

 

32

 

 

 

340

 

 

 

65

 

Gain on sale of building

 

 

 

 

 

 

 

10,852

 

 

 

 

Other, net

 

293

 

 

 

1,369

 

 

 

900

 

 

 

2,444

 

Total other expense, net

 

(24,350

)

 

 

(20,007

)

 

 

(37,435

)

 

 

(34,580

)

 

 

 

 

 

 

 

 

Income (loss) before taxes from continuing operations

 

(90,159

)

 

 

82,798

 

 

 

(22,139

)

 

 

106,715

 

Provision (benefit) for income taxes

 

(27,904

)

 

 

24,638

 

 

 

(8,586

)

 

 

31,851

 

Income (loss) from continuing operations

$

(62,255

)

 

$

58,160

 

 

$

(13,553

)

 

$

74,864

 

 

 

 

 

 

 

 

 

Discontinued operations:

 

 

 

 

 

 

 

Income from operations of discontinued operations

 

 

 

 

1,000

 

 

 

 

 

 

4,320

 

Provision (benefit) for income taxes

 

 

 

 

(6,529

)

 

 

 

 

 

(5,803

)

Income from discontinued operations

 

 

 

 

7,529

 

 

 

 

 

 

10,123

 

Net income (loss)

$

(62,255

)

 

$

65,689

 

 

$

(13,553

)

 

$

84,987

 

 

 

 

 

 

 

 

 

Basic earnings per common share:

 

 

 

 

 

 

 

Income (loss) from continuing operations

$

(1.17

)

 

$

1.13

 

 

$

(0.26

)

 

$

1.46

 

Income from discontinued operations

 

 

 

 

0.15

 

 

 

 

 

 

0.20

 

Basic earnings (loss) per common share

$

(1.17

)

 

$

1.27

 

 

$

(0.26

)

 

$

1.65

 

 

 

 

 

 

 

 

 

Basic weighted-average shares outstanding

 

53,038

 

 

 

51,668

 

 

 

52,809

 

 

 

51,423

 

 

 

 

 

 

 

 

 

Diluted earnings per common share:

 

 

 

 

 

 

 

Income (loss) from continuing operations

$

(1.17

)

 

$

1.09

 

 

$

(0.26

)

 

$

1.40

 

Income from discontinued operations

 

 

 

 

0.14

 

 

 

 

 

 

0.19

 

Diluted earnings (loss) per common share

$

(1.17

)

 

$

1.23

 

 

$

(0.26

)

 

$

1.59

 

 

 

 

 

 

 

 

 

Diluted weighted-average shares outstanding

 

53,038

 

 

 

53,430

 

 

 

52,809

 

 

 

53,602

 

 

 

 

 

 

 

 

 

Dividends paid per common share

$

0.10

 

 

$

0.09

 

 

$

0.20

 

 

$

0.18

 

 

 

 

 

 

 

 

 

Net income (loss)

$

(62,255

)

 

$

65,689

 

 

$

(13,553

)

 

$

84,987

 

Other comprehensive income (loss), net of taxes:

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

334

 

 

 

6,049

 

 

 

12,271

 

 

 

3,730

 

Pension and other post retirement plans

 

746

 

 

 

140

 

 

 

1,608

 

 

 

808

 

Change in cash flow hedges

 

1,533

 

 

 

(1,240

)

 

 

953

 

 

 

(2,340

)

Total other comprehensive income (loss), net of taxes

 

2,613

 

 

 

4,949

 

 

 

14,832

 

 

 

2,198

 

Comprehensive income (loss), net

$

(59,642

)

 

$

70,638

 

 

$

1,279

 

 

$

87,185

 

GRIFFON CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

 

(Unaudited)

 

 

 

March 31,

2023

 

September 30,

2022

CURRENT ASSETS

 

 

 

Cash and equivalents

$

175,592

 

$

120,184

Accounts receivable, net of allowances of $13,255 and $12,137

 

386,119

 

 

361,653

Inventories

 

574,086

 

 

669,193

Prepaid and other current assets

 

77,769

 

 

62,453

Assets of discontinued operations

 

1,004

 

 

1,189

Total Current Assets

 

1,214,570

 

 

1,214,672

PROPERTY, PLANT AND EQUIPMENT, net

 

262,394

 

 

294,561

OPERATING LEASE RIGHT-OF-USE ASSETS

 

175,095

 

 

183,398

GOODWILL

 

327,864

 

 

335,790

INTANGIBLE ASSETS, net

 

655,911

 

 

761,914

OTHER ASSETS

 

20,134

 

 

21,553

ASSETS OF DISCONTINUED OPERATIONS

 

4,188

 

 

4,586

Total Assets

$

2,660,156

 

$

2,816,474

 

 

 

 

CURRENT LIABILITIES

 

 

 

Notes payable and current portion of long-term debt

$

15,720

 

$

12,653

Accounts payable

 

159,198

 

 

194,793

Accrued liabilities

 

169,386

 

 

171,797

Current portion of operating lease liabilities

 

29,889

 

 

31,680

Liabilities of discontinued operations

 

7,460

 

 

12,656

Total Current Liabilities

 

381,653

 

 

423,579

LONG-TERM DEBT, net

 

1,491,564

 

 

1,560,998

LONG-TERM OPERATING LEASE LIABILITIES

 

155,018

 

 

159,414

OTHER LIABILITIES

 

157,890

 

 

190,651

LIABILITIES OF DISCONTINUED OPERATIONS

 

5,720

 

 

4,262

Total Liabilities

 

2,191,845

 

 

2,338,904

COMMITMENTS AND CONTINGENCIES

 

 

 

SHAREHOLDERS’ EQUITY

 

 

 

Total Shareholders’ Equity

 

468,311

 

 

477,570

Total Liabilities and Shareholders’ Equity

$

2,660,156

 

$

2,816,474

GRIFFON CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

 

Six Months Ended March 31,

 

 

2023

 

 

 

2022

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

Net income (loss)

$

(13,553

)

 

$

84,987

 

Net income from discontinued operations

 

 

 

 

(10,123

)

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities of continuing operations:

 

 

 

 

 

 

 

Depreciation and amortization

 

34,367

 

 

 

29,333

 

Stock-based compensation

 

13,335

 

 

 

9,959

 

Intangible asset impairments

 

100,000

 

 

 

 

Asset impairment charges - restructuring

 

59,118

 

 

 

806

 

Provision for losses on accounts receivable

 

343

 

 

 

578

 

Amortization of debt discounts and issuance costs

 

2,045

 

 

 

1,566

 

Fair value step-up of acquired inventory sold

 

 

 

 

2,701

 

Deferred income tax provision (benefit)

 

(25,744

)

 

 

2,883

 

Gain on sale of assets and investments

 

(10,852

)

 

 

(118

)

Change in assets and liabilities, net of assets and liabilities acquired:

 

 

 

Increase in accounts receivable

 

(19,431

)

 

 

(177,347

)

(Increase) decrease in inventories

 

64,582

 

 

 

(106,534

)

Increase in prepaid and other assets

 

3,451

 

 

 

6,063

 

Decrease in accounts payable, accrued liabilities, income taxes payable and operating lease liabilities

 

(51,409

)

 

 

(18,652

)

Other changes, net

 

5,384

 

 

 

525

 

Net cash provided by (used in) operating activities - continuing operations

 

161,636

 

 

 

(173,373

)

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

Acquisition of property, plant and equipment

 

(11,837

)

 

 

(22,030

)

Acquired businesses, net of cash acquired

 

 

 

 

(851,464

)

Payments related to sale of Telephonics

 

(2,568

)

 

 

 

Proceeds from investments

 

 

 

 

14,923

 

Proceeds from the sale of property, plant and equipment

 

11,834

 

 

 

32

 

 

 

 

 

Net cash used in investing activities - continuing operations

 

(2,571

)

 

 

(858,539

)

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

Dividends paid

 

(12,824

)

 

 

(10,091

)

Purchase of shares for treasury

 

(12,989

)

 

 

(10,886

)

Proceeds from long-term debt

 

45,419

 

 

 

975,291

 

Payments of long-term debt

 

(119,110

)

 

 

(37,906

)

Financing costs

 

 

 

 

(16,457

)

Other, net

 

(127

)

 

 

(27

)

Net cash provided by ( used in) financing activities - continuing operations

 

(99,631

)

 

 

899,924

 

GRIFFON CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - continued

(in thousands)

(Unaudited)

 

Six Months Ended March 31,

 

 

2023

 

 

 

2022

 

CASH FLOWS FROM DISCONTINUED OPERATIONS:

 

 

 

Net cash provided by (used in) operating activities

 

(2,598

)

 

 

10,586

 

Net cash used in investing activities

 

 

 

 

(1,445

)

 

 

 

 

Net cash provided by (used in) discontinued operations

 

(2,598

)

 

 

9,141

 

Effect of exchange rate changes on cash and equivalents

 

(1,428

)

 

 

(3,513

)

NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS

 

55,408

 

 

 

(126,360

)

CASH AND EQUIVALENTS AT BEGINNING OF PERIOD

 

120,184

 

 

 

248,653

 

CASH AND EQUIVALENTS AT END OF PERIOD

$

175,592

 

 

$

122,293

 

Griffon evaluates performance based on Earnings (loss) per share and Net income (loss) excluding restructuring charges, loss from debt extinguishment, acquisition related expenses, discrete and certain other tax items, as well other items that may affect comparability, as applicable, a non-GAAP measure. Griffon believes this information is useful to investors. The following tables provides a reconciliation of Income from continuing operations to Adjusted income from continuing operations and Earnings (loss) per common share from continuing operations, a non-GAAP measure, to Adjusted earnings (loss) per common share from continuing operations:

(in thousands, except per share data)

For the Three Months Ended March 31,

 

For the Six Months Ended March 31,

 

 

2023

 

 

 

2022

 

 

 

2023

 

 

 

2022

 

Income (loss) from continuing operations

$

(62,255

)

 

$

58,160

 

 

$

(13,553

)

 

$

74,864

 

 

 

 

 

 

 

 

 

Adjusting items:

 

 

 

 

 

 

 

Restructuring charges(1)

 

78,334

 

 

 

4,766

 

 

 

78,334

 

 

 

6,482

 

Intangible asset impairment

 

100,000

 

 

 

 

 

 

100,000

 

 

 

 

Gain on sale of building

 

 

 

 

 

 

 

(10,852

)

 

 

 

Acquisition costs

 

 

 

 

6,708

 

 

 

 

 

 

9,303

 

Strategic review - retention and other

 

6,190

 

 

 

 

 

 

14,422

 

 

 

 

Proxy expenses

 

614

 

 

 

4,661

 

 

 

2,117

 

 

 

6,952

 

Fair value step-up of acquired inventory sold(2)

 

 

 

 

2,701

 

 

 

 

 

 

2,701

 

Tax impact of above items(3)

 

(47,224

)

 

 

(3,596

)

 

 

(47,055

)

 

 

(5,097

)

Discrete and certain other tax benefits, net(4)

 

(8,723

)

 

 

(683

)

 

 

(9,056

)

 

 

(1,574

)

 

 

 

 

 

 

 

 

Adjusted income from continuing operations

$

66,936

 

 

$

72,717

 

 

$

114,357

 

 

$

93,631

 

 

 

 

 

 

 

 

 

Earnings (loss) per common share from continuing operations

$

(1.17

)

 

$

1.09

 

 

$

(0.26

)

 

$

1.40

 

 

 

 

 

 

 

 

 

Adjusting items, net of tax:

 

 

 

 

 

 

 

Anti-dilutive share impact(5)

 

0.05

 

 

 

 

 

 

0.02

 

 

 

 

Restructuring charges(1)

 

1.06

 

 

 

0.07

 

 

 

1.06

 

 

 

0.09

 

Intangible asset impairment

 

1.34

 

 

 

 

 

 

1.34

 

 

 

 

Gain on sale of building

 

 

 

 

 

 

 

(0.15

)

 

 

 

Acquisition costs

 

 

 

 

0.12

 

 

 

 

 

 

0.15

 

Strategic review - retention and other

 

0.08

 

 

 

 

 

 

0.20

 

 

 

 

Proxy expenses

 

0.01

 

 

 

0.07

 

 

 

0.03

 

 

 

0.10

 

Fair value step-up of acquired inventory sold

 

 

 

 

0.04

 

 

 

 

 

 

0.04

 

Discrete and certain other tax benefits, net(4)

 

(0.16

)

 

 

(0.01

)

 

 

(0.16

)

 

 

(0.03

)

 

 

 

 

 

 

 

 

Adjusted earnings per common share from continuing operations

$

1.21

 

 

$

1.36

 

 

$

2.07

 

 

$

1.75

 

 

 

 

 

 

 

 

 

Weighted-average shares outstanding (in thousands)

 

53,038

 

 

 

51,668

 

 

 

52,809

 

 

 

51,423

 

 

 

 

 

 

 

 

 

Diluted weighted-average shares outstanding (in thousands)(5)

 

55,364

 

 

 

53,430

 

 

 

55,334

 

 

 

53,602

 

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

(1) For the quarter and six months ended March 31, 2023, restructuring charges relates to the CPP global sourcing expansion, of which $74,645 is included in Cost of goods and services and $3,689 is included in SG&A.

(2) The fair value step-up of acquired inventory sold is included in Cost of goods and services.

(3) 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.

(4) Discrete and certain other tax benefits primarily relate to the impact of a rate differential between statutory and annual effective tax rate on items impacting the quarter.

(5) 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.

Contacts

Company

Brian G. Harris

SVP & Chief Financial Officer

Griffon Corporation

(212) 957-5000

IR@griffon.com

Investor Relations

Michael Callahan

Managing Director

ICR Inc.

(203) 682-8311

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