Griffon (NYSE: GFF) Q2 2026 earnings steady as AMES reshaping continues
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Griffon Corporation reported fiscal second-quarter 2026 results and reaffirmed its full-year outlook. Revenue from continuing operations was $421.9 million, down 1% from the prior-year quarter, as a 6% volume decline, mainly in residential markets, was mostly offset by 5% favorable price and mix.
Income from continuing operations was $46.9 million, or $1.03 per diluted share, versus $49.8 million, or $1.06, a year earlier. Adjusted income from continuing operations was $48.1 million, or $1.05 per share, essentially flat. Adjusted EBITDA from continuing operations was $97.8 million, down 4% from $101.7 million.
Discontinued AMES operations generated a quarterly loss, reducing total net income to $19.3 million. Griffon ended March 31, 2026 with $109.7 million in cash, $1.4 billion of total debt and a 2.4x net debt-to-EBITDA leverage ratio. The company returned $72 million to shareholders in the first half, including $32.9 million of share repurchases in the quarter, and continues strategic actions to form an AMES joint venture and exit certain international operations while expecting 2026 revenue of $1.8 billion and adjusted EBITDA of $458 million.
Positive
- None.
Negative
- None.
Insights
Results were steady overall, with modest pressure from discontinued operations but leverage and guidance holding firm.
Griffon delivered largely stable continuing operations: quarterly revenue slipped 1%, while adjusted earnings per share from continuing operations held at $1.05. Adjusted EBITDA from continuing operations declined 4% to $97.8M, reflecting lower volume and higher material costs.
The balance sheet remains manageable with $109.7M cash, $1.4B total debt and a 2.4x net debt-to-EBITDA leverage ratio as of March 31, 2026. First-half free cash flow from continuing operations of $100.7M comfortably covered $72M of capital returns via dividends and buybacks.
Strategic moves continue: AMES businesses are now reported as discontinued operations, with a joint venture with ONCAP targeted to close by end of June 2026 and broader AMES actions expected by year-end. Management kept its fiscal 2026 outlook for $1.8B revenue and $458M adjusted EBITDA from continuing operations, indicating confidence in the core building products platform despite current AMES-related losses.
8-K Event Classification
2 items: 2.02, 9.01
2 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Q2 2026 revenue: $421.9 million
Income from continuing operations: $46.9 million
Adjusted EBITDA (continuing ops): $97.8 million
+5 more
8 metrics
Q2 2026 revenue
$421.9 million
Fiscal 2026 second quarter; 1% decrease versus prior-year quarter
Income from continuing operations
$46.9 million
Fiscal 2026 second quarter; $1.03 diluted EPS
Adjusted EBITDA (continuing ops)
$97.8 million
Fiscal 2026 second quarter; 4% decrease from $101.7 million
Net income
$19.3 million
Fiscal 2026 second quarter, including discontinued operations loss
Cash and equivalents
$109.7 million
Balance as of March 31, 2026
Total debt outstanding
$1.4 billion
Debt as of March 31, 2026; net debt $1.3 billion
Leverage ratio
2.4x
Net debt to EBITDA per credit agreement at March 31, 2026
2026 revenue outlook
$1.8 billion
Expected fiscal 2026 revenue from continuing operations
Key Terms
adjusted EBITDA, discontinued operations, free cash flow from continuing operations, leverage ratio, +2 more
6 terms
adjusted EBITDA financial
"Adjusted EBITDA from continuing operations for the second quarter was $97.8 million, a 4% decrease"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
discontinued operations financial
"Starting with Griffon’s fiscal second quarter, AMES U.S., Canada, Australia, and UK are reported as discontinued operations"
Discontinued operations are parts of a company that it has decided to sell or shut down, and no longer plans to run in the future. This matters to investors because it helps them understand which parts of the business are ongoing and which are being phased out, providing a clearer picture of the company’s current performance and future prospects. Think of it like a store closing a department—it no longer contributes to sales or profits.
free cash flow from continuing operations financial
"Free cash flow from continuing operations was $100.7 million and capital expenditures, net, were $17.6 million"
A measure of the cash a company’s ongoing core business actually produces after paying its operating bills and replacing or maintaining the equipment and property needed to keep running, excluding any cash tied to businesses it has sold or shut down. Investors use it to judge how much real, reusable cash the company has to pay debts, buy back stock, pay dividends or invest in growth — like the money left in a household account after bills and necessary repairs.
leverage ratio financial
"Leverage ratio | | 2.4x | | | ______________________________ (1) Griffon defines EBITDA per bank compliance"
Leverage ratio measures how much a company relies on borrowed money compared with its own funds or assets, typically expressed as debt relative to equity or total assets. Like a homeowner with a mortgage, higher leverage can amplify returns when business is strong but also raises the chance of big losses or default if revenue falls, so investors use it to judge financial risk and resilience.
joint venture financial
"to form a joint venture which will include the AMES U.S. and Canada businesses"
A joint venture is when two or more companies team up to work on a specific project or business idea, sharing both the risks and the rewards. It’s like friends starting a lemonade stand together—each contributes resources and they split the profits, making it easier to succeed than going alone.
non-GAAP measure financial
"adjusted income from continuing operations (a non-GAAP measure) was $48.1 million, or $1.05 per share"
A non-GAAP measure is a company-crafted financial metric that adjusts or excludes items from standard accounting numbers to highlight what management sees as the business’s core performance. Investors use these figures like a filtered photo to reveal trends or cash flow drivers that raw accounting totals might hide, but because companies decide which items to remove, these measures should be compared with standard statements to avoid being misled.
Earnings Snapshot
Revenue from continuing operations: $421.9 million · Guidance included
Fiscal 2026 second quarter
Revenue from continuing operations
$421.9 million
-1% vs prior-year quarter
Income from continuing operations
$46.9 million
down from $49.8 million prior-year
Adjusted EBITDA (continuing ops)
$97.8 million
-4% vs $101.7 million prior-year
Adjusted EPS from continuing operations
$1.05
flat vs prior-year quarter
Guidance
For fiscal 2026, Griffon expects $1.8 billion in revenue from continuing operations and adjusted EBITDA of $458 million, excluding certain charges that affect comparability.
| UNITED STATES | ||||||||
| SECURITIES AND EXCHANGE COMMISSION | ||||||||
| Washington, D.C. 20549 | ||||||||
FORM | ||||||||
| CURRENT REPORT | ||||||||
| Pursuant to Section 13 or 15(d) of the | ||||||||
| Securities Exchange Act of 1934 | ||||||||
Date of Report (Date of earliest event reported): May 7, 2026
(Exact name of registrant as specified in its charter) | ||||||||
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| Not Applicable | ||||||||
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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:
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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 | ||||||||||||
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 May 7, 2026 Griffon Corporation (the “Registrant”) issued a press release announcing the Registrant’s financial results for the fiscal second quarter ended March 31, 2026. 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 May 7, 2026
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: May 7, 2026
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Exhibit Index
99.1 Press release, dated May 7, 2026
Griffon Corporation Announces Second Quarter Results
NEW YORK, NEW YORK, May 7, 2026 – Griffon Corporation (“Griffon” or the “Company”) (NYSE:GFF) today reported results for the fiscal 2026 second quarter ended March 31, 2026.
Revenue for the second quarter totaled $421.9 million, a 1% decrease compared to $426.7 million in the prior year quarter, due to decreased volume of 6% primarily driven by residential, partially offset by favorable price and mix of 5% driven by both residential and commercial.
Income from continuing operations totaled $46.9 million, or $1.03 per share, compared to $49.8 million, or $1.06 per share, in the prior year quarter. Excluding all items that affect comparability from both periods, adjusted income from continuing operations (a non-GAAP measure) was $48.1 million, or $1.05 per share, in the current year quarter compared to $49.5 million, or $1.05 per share, in the prior year quarter. For a reconciliation of income from continuing operations to adjusted income from continuing operations (a non-GAAP measure), and earnings per share from continuing operations to adjusted earnings per share from continuing operations (a non-GAAP measure), see the attached table.
Adjusted EBITDA from continuing operations for the second quarter was $97.8 million, a 4% decrease from the prior year quarter of $101.7 million, driven by the decreased revenue noted above, the unfavorable impact of decreased volume on overhead absorption, and increased material costs. For a definition of adjusted EBITDA and a reconciliation of net income to adjusted EBITDA (a non-GAAP measure), see the attached table.
“Our team delivered solid performance this quarter, and Griffon is on track for another strong year," said Ronald J. Kramer, Chairman and CEO of Griffon. "The strategic actions we announced in the quarter to streamline our business into a pure-play building products company are progressing well. Given our first half results, and continued confidence in our outlook, we are maintaining our financial guidance for the fiscal year."
"During our first half, we returned $72 million to shareholders through dividends and share repurchases while maintaining our net debt to EBITDA leverage," continued Mr. Kramer. "We will continue to follow our balanced capital allocation strategy to maintain our strong balance sheet while returning value to our shareholders."
Taxes
The Company reported pre-tax income from continuing operations for the quarters ended March 31, 2026 and 2025, and recognized effective tax rates of 27.8% and 26.3%, respectively. Excluding all items that affect comparability, the effective tax rates for the quarters ended March 31, 2026 and 2025 were 27.7% and 27.8%, respectively.
1
Balance Sheet and Capital Expenditures
As of March 31, 2026, the Company had cash and equivalents of $109.7 million and total debt outstanding of $1.4 billion, resulting in net debt of $1.3 billion. Leverage, as calculated in accordance with our credit agreement (see the attached table), was 2.4x net debt to EBITDA as of March 31, 2026 compared to 2.6x as of March 31, 2025 and 2.4x as of September 30, 2025. Free cash flow from continuing operations was $100.7 million and capital expenditures, net, were $17.6 million for the six month period ended March 31, 2026. At March 31, 2026, borrowing availability under the revolving credit facility was $436.8 million, subject to certain loan covenants. For a reconciliation and definition of free cash flow from continuing operations (a non-GAAP measure), to net cash provided by operating activities from continuing operations, see the attached table.
Share Repurchases
Share repurchases during the quarter ended March 31, 2026 totaled 0.4 million shares of common stock, for a total of $32.9 million, or an average of $78.03 per share. As of March 31, 2026, $247.0 million remained under the Board authorized share repurchase program. Since April 2023 and through March 31, 2026, the Company purchased 11.5 million shares of common stock or 20.1% of the outstanding shares, for a total of $610.9 million or an average of $53.21 per share.
Strategic Actions Update
On February 5, 2026, Griffon announced entering into a definitive agreement with ONCAP, the mid-market private equity platform of Onex Corporation (TSX:ONEX), to form a joint venture which will include the AMES U.S. and Canada businesses. In addition, Griffon announced the exploration of strategic alternatives for the AMES Australia and United Kingdom businesses, and the combination of Hunter Fan with the Home and Building Products (HBP) segment.
Griffon expects to close the joint venture with ONCAP by the end of June 2026. The strategic process for AMES Australia is active and ongoing, and Griffon is in the process of exiting the United Kingdom. Griffon expects these strategic actions to be completed by the end of the calendar year.
Starting with Griffon’s fiscal second quarter, AMES U.S., Canada, Australia, and UK are reported as discontinued operations, and Griffon reports the financial results of its continuing operations as a single segment.
2026 Outlook
Griffon's fiscal year 2026 outlook is unchanged from the first quarter, and is consistent with the expected contributions from the legacy HBP segment and Hunter Fan as included within Griffon’s guidance provided in November 2025.
Griffon expects fiscal 2026 revenue from continuing operations to be $1.8 billion. Adjusted EBITDA, presented to reflect Griffon's new reporting structure, is expected to be $458 million, excluding certain charges that affect comparability. Free cash flow from continuing operations, including capital expenditures of $50 million, is expected to exceed net income from continuing operations, with depreciation of $27 million and amortization of $15 million. Fiscal year 2026 interest expense is expected to be $93 million, excluding any interest income from the anticipated AMES joint venture. Griffon’s normalized tax rate is expected to be 28%.
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Conference Call Information
The Company will hold a conference call today, May 7, 2026, 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 13759508. 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 Thursday, May 7, 2026, 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: 13759508. The replay will be available through Thursday, May 21, 2026, 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, the industries in which Griffon Corporation (the “Company” or “Griffon”) operates 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; the ability to identify and successfully consummate, and integrate, value-adding acquisition opportunities; increasing competition and pricing pressures in the markets served by Griffon; the ability of Griffon to expand into new geographic and/or 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 Griffon; the potential impact of seasonal variations and uncertain weather patterns; political events or military conflicts that could impact the worldwide economy; a downgrade in Griffon’s credit ratings; changes in economic conditions in the United States ("U.S.") or internationally including inflation, interest rate and currency exchange fluctuations; the reliance on particular third party suppliers and manufacturers to meet customer demands; the relative mix of products and services, 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 certain products; 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 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 leading provider of residential and commercial building products. The Company is the largest North American manufacturer and marketer of garage doors under the Clopay, IDEAL and Holmes brands, and rolling steel door and grille products under the Clopay, Cornell, and Cookson brands. The Company is also a leading provider of residential, industrial, and commercial ceiling fans sold under the Hunter, Casablanca, and Jan Fan brands.
The AMES North America, Australia, and United Kingdom businesses are classified as discontinued operations.
For more information on Griffon, please see the Company’s website at www.griffon.com.
Company Contact Investor Relations Contact
Brian G. Harris Tom Cook
EVP & Chief Financial Officer Managing Director
Griffon Corporation ICR Inc.
(212) 957-5000 (203) 682-8250
IR@griffon.com
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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 March 31, | Six Months Ended March 31, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue | $ | 421,860 | $ | 426,684 | $ | 876,120 | $ | 870,137 | |||||||||||||||
| Cost of goods and services | 229,871 | 228,337 | 475,398 | 460,403 | |||||||||||||||||||
| Gross profit | 191,989 | 198,347 | 400,722 | 409,734 | |||||||||||||||||||
| Selling, general and administrative expenses | 104,643 | 107,461 | 213,963 | 214,507 | |||||||||||||||||||
| Income from continuing operations | 87,346 | 90,886 | 186,759 | 195,227 | |||||||||||||||||||
| Other income (expense) | |||||||||||||||||||||||
| Interest expense | (21,137) | (23,857) | (43,130) | (48,695) | |||||||||||||||||||
| Interest income | 4 | 241 | 241 | 339 | |||||||||||||||||||
| Loss from debt extinguishment | — | — | (556) | — | |||||||||||||||||||
| Other, net | (1,238) | 317 | (2,616) | 586 | |||||||||||||||||||
| Total other expense, net | (22,371) | (23,299) | (46,061) | (47,770) | |||||||||||||||||||
| Income before taxes from continuing operations | 64,975 | 67,587 | 140,698 | 147,457 | |||||||||||||||||||
| Provision for income taxes from continuing operations | 18,038 | 17,782 | 38,189 | 38,516 | |||||||||||||||||||
| Income from continuing operations | $ | 46,937 | $ | 49,805 | $ | 102,509 | $ | 108,941 | |||||||||||||||
| Discontinued operations: | |||||||||||||||||||||||
| Income (loss) from operations of discontinued operations | $ | (37,770) | $ | 11,050 | $ | (23,527) | $ | 28,600 | |||||||||||||||
| Provision (benefit) for income taxes | (10,151) | 4,093 | (4,723) | 9,928 | |||||||||||||||||||
| Income (loss) from discontinued operations | (27,619) | 6,957 | (18,804) | 18,672 | |||||||||||||||||||
| Net income | $ | 19,318 | $ | 56,762 | $ | 83,705 | $ | 127,613 | |||||||||||||||
| Basic earnings per common share: | |||||||||||||||||||||||
| Income from continuing operations | $ | 1.05 | $ | 1.09 | $ | 2.30 | $ | 2.39 | |||||||||||||||
| Income (loss) from discontinued operations | (0.62) | 0.15 | (0.42) | 0.41 | |||||||||||||||||||
| Basic earnings per common share | $ | 0.43 | $ | 1.24 | $ | 1.88 | $ | 2.80 | |||||||||||||||
| Basic weighted-average shares outstanding | 44,616 | 45,658 | 44,636 | 45,598 | |||||||||||||||||||
| Diluted earnings per common share: | |||||||||||||||||||||||
| Income from continuing operations | $ | 1.03 | $ | 1.06 | $ | 2.24 | $ | 2.31 | |||||||||||||||
| Income (loss) from discontinued operations | (0.60) | 0.15 | (0.41) | 0.40 | |||||||||||||||||||
| Diluted earnings per common share | $ | 0.42 | $ | 1.21 | $ | 1.83 | $ | 2.70 | |||||||||||||||
| Diluted weighted-average shares outstanding | 45,690 | 46,900 | 45,727 | 47,226 | |||||||||||||||||||
| Dividends paid per common share | $ | 0.22 | $ | 0.18 | $ | 0.44 | $ | 0.36 | |||||||||||||||
| Net income | $ | 19,318 | $ | 56,762 | $ | 83,705 | $ | 127,613 | |||||||||||||||
| Other comprehensive income (loss), net of taxes: | |||||||||||||||||||||||
| Foreign currency translation adjustments | 1,020 | 2,970 | 4,621 | (17,048) | |||||||||||||||||||
| Pension and other post retirement plans | 1,927 | 541 | 3,855 | 596 | |||||||||||||||||||
| Change in cash flow hedges | (773) | (1,094) | (1,750) | 1,170 | |||||||||||||||||||
| Total other comprehensive income (loss), net of taxes | 2,174 | 2,417 | 6,726 | (15,282) | |||||||||||||||||||
| Comprehensive income, net | $ | 21,492 | $ | 59,179 | $ | 90,431 | $ | 112,331 | |||||||||||||||
6
GRIFFON CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
| (Unaudited) | |||||||||||
| March 31, 2026 | September 30, 2025 | ||||||||||
| CURRENT ASSETS | |||||||||||
| Cash and equivalents | $ | 109,672 | $ | 99,045 | |||||||
Accounts receivable, net of allowances of $5,999 and $5,641 | 200,906 | 196,957 | |||||||||
| Inventories | 184,163 | 171,747 | |||||||||
| Prepaid and other current assets | 39,308 | 42,079 | |||||||||
| Assets of discontinued operations held for sale | 695,755 | 735,816 | |||||||||
| Total Current Assets | 1,229,804 | 1,245,644 | |||||||||
| PROPERTY, PLANT AND EQUIPMENT, net | 202,637 | 195,950 | |||||||||
| OPERATING LEASE RIGHT-OF-USE ASSETS | 68,355 | 53,041 | |||||||||
| GOODWILL | 191,253 | 191,253 | |||||||||
| INTANGIBLE ASSETS, net | 349,975 | 363,955 | |||||||||
| OTHER ASSETS | 24,249 | 26,191 | |||||||||
| Total Assets | $ | 2,066,273 | $ | 2,076,034 | |||||||
| CURRENT LIABILITIES | |||||||||||
| Notes payable and current portion of long-term debt | $ | 8,018 | $ | 8,033 | |||||||
| Accounts payable | 84,805 | 57,663 | |||||||||
| Accrued liabilities | 92,643 | 114,628 | |||||||||
| Current portion of operating lease liabilities | 17,232 | 15,473 | |||||||||
| Liabilities of discontinued operations held for sale | 226,923 | 250,390 | |||||||||
| Total Current Liabilities | 429,621 | 446,187 | |||||||||
| LONG-TERM DEBT, net | 1,394,836 | 1,404,276 | |||||||||
| LONG-TERM OPERATING LEASE LIABILITIES | 55,201 | 40,453 | |||||||||
| OTHER LIABILITIES | 92,168 | 111,146 | |||||||||
| Total Liabilities | 1,971,826 | 2,002,062 | |||||||||
| COMMITMENTS AND CONTINGENCIES | |||||||||||
| SHAREHOLDERS’ EQUITY | |||||||||||
| Total Shareholders’ Equity | 94,447 | 73,972 | |||||||||
| Total Liabilities and Shareholders’ Equity | $ | 2,066,273 | $ | 2,076,034 | |||||||
7
GRIFFON CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
| Six Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES - CONTINUING OPERATIONS: | |||||||||||
| Net income | $ | 83,705 | $ | 127,613 | |||||||
| Net (income) loss from discontinued operations | 18,804 | (18,672) | |||||||||
| Income from continuing operations | 102,509 | 108,941 | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities - continuing operations: | |||||||||||
| Depreciation and amortization | 19,581 | 19,091 | |||||||||
| Stock-based compensation | 13,758 | 11,262 | |||||||||
| Provision (recovery) for losses on accounts receivable | 216 | (309) | |||||||||
| Amortization of debt discounts and issuance costs | 2,008 | 2,053 | |||||||||
| Loss from debt extinguishment | 556 | — | |||||||||
Pension and other post-retirement non-cash charges | 3,940 | 570 | |||||||||
| Deferred income tax provision (benefit) | (124) | — | |||||||||
| Change in assets and liabilities: | |||||||||||
| Increase in accounts receivable | (1,984) | (5,757) | |||||||||
| Increase in inventories | (12,537) | (11,096) | |||||||||
| Decrease in prepaid and other assets | 797 | 6,463 | |||||||||
| Increase (decrease) in accounts payable, accrued liabilities and other liabilities | (9,899) | 9,434 | |||||||||
| Other changes | (507) | (955) | |||||||||
| Net cash provided by operating activities - continuing operations | 118,314 | 139,697 | |||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES - CONTINUING OPERATIONS: | |||||||||||
| Acquisition of property, plant and equipment | (17,652) | (25,938) | |||||||||
| Other, net | — | 137 | |||||||||
| Net cash used in investing activities - continuing operations | (17,652) | (25,801) | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES - CONTINUING OPERATIONS: | |||||||||||
| Dividends paid | (21,218) | (23,441) | |||||||||
| Purchase of shares for treasury | (64,459) | (121,453) | |||||||||
| Proceeds from long-term debt | 50,000 | 63,000 | |||||||||
| Payments of long-term debt | (62,012) | (52,011) | |||||||||
| Other, net | (69) | (27) | |||||||||
| Net cash used in financing activities - continuing operations | (97,758) | (133,932) | |||||||||
| CASH FLOWS FROM DISCONTINUED OPERATIONS: | |||||||||||
| Net cash provided by operating activities | 10,913 | 19,437 | |||||||||
| Net cash provided by (used in) investing activities | (2,148) | 12,341 | |||||||||
| Net cash used in financing activities | (60) | (68) | |||||||||
| Net cash provided by discontinued operations | 8,705 | 31,710 | |||||||||
| Effect of exchange rate changes on cash and equivalents | (982) | 1,709 | |||||||||
| NET INCREASE IN CASH AND EQUIVALENTS | 10,627 | 13,383 | |||||||||
| CASH AND EQUIVALENTS AT BEGINNING OF PERIOD | 99,045 | 114,438 | |||||||||
| CASH AND EQUIVALENTS AT END OF PERIOD | $ | 109,672 | $ | 127,821 | |||||||
| Supplemental Disclosure of Non-Cash Flow Information: | |||||||||||
| Capital expenditures in accounts payable | $ | 2,035 | $ | 1,150 | |||||||
8
Griffon uses adjusted income from continuing operations, and the related adjusted earnings per share from continuing operations as key metrics in evaluating performance. These key metrics are non-GAAP measures that exclude the impact of retirement plan events, non-cash impairment charges, loss from debt extinguishment, acquisition related expenses and discrete and certain other tax items, as well as other items that may affect comparability, as applicable. Griffon believes this information is useful to investors. The following table provides a reconciliation of net income to income from continuing operations, to adjusted income from continuing operations and earnings per share from continuing operations, to adjusted earnings per share from continuing operations:
| For the Three Months Ended March 31, | For the Six Months Ended March 31, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
(in thousands, except per share data) | (Unaudited) | ||||||||||||||||||||||
| Net income | $ | 19,318 | $ | 56,762 | $ | 83,705 | $ | 127,613 | |||||||||||||||
| Less: Income (loss) from discontinued operations | (27,619) | 6,957 | (18,804) | 18,672 | |||||||||||||||||||
| Income from continuing operations | 46,937 | 49,805 | 102,509 | 108,941 | |||||||||||||||||||
| Adjusting items: | |||||||||||||||||||||||
Impact of retirement plan events(1) | 1,609 | — | 3,218 | — | |||||||||||||||||||
| Loss from debt extinguishment | — | — | 556 | — | |||||||||||||||||||
| Strategic review - retention and other | — | 889 | — | 1,778 | |||||||||||||||||||
Tax impact of above items(2) | (384) | (219) | (900) | (439) | |||||||||||||||||||
Discrete and certain other tax provisions (benefits), net(3) | (14) | (1,006) | 215 | (1,134) | |||||||||||||||||||
| Adjusted income from continuing operations | $ | 48,148 | $ | 49,469 | $ | 105,598 | $ | 109,146 | |||||||||||||||
| Earnings per common share from continuing operations | $ | 1.03 | $ | 1.06 | $ | 2.24 | $ | 2.31 | |||||||||||||||
| Adjusting items, net of tax: | |||||||||||||||||||||||
Impact of retirement plan events(1) | 0.03 | — | 0.05 | — | |||||||||||||||||||
| Loss from debt extinguishment | — | — | 0.01 | — | |||||||||||||||||||
| Strategic review - retention and other | — | 0.01 | — | 0.03 | |||||||||||||||||||
Discrete and certain other tax provisions (benefits), net(3) | — | (0.02) | — | (0.02) | |||||||||||||||||||
| Adjusted earnings per common share from continuing operations | $ | 1.05 | $ | 1.05 | $ | 2.31 | $ | 2.31 | |||||||||||||||
| Diluted weighted-average shares outstanding | 45,690 | 46,900 | 45,727 | 47,226 | |||||||||||||||||||
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 six months ended March 31, 2026, the impact of retirement plan events relates to non-cash charges of $1.6 million and $3.2 million included in Other, net associated with the establishment of a retiree medical plan. The Company will recognize a non-cash charge related to such plan of $5.4 million ratably over the first 10 months of fiscal 2026.
(2) The tax impact for the above reconciling adjustments from GAAP net income to non-GAAP adjusted income from continuing operations, and the related adjusted EPS from continuing operations, 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 the statutory and annual effective tax rates on items impacting the quarter.
9
Griffon uses adjusted EBITDA as a key metric in evaluating performance. Adjusted EBITDA, a non-GAAP measure, is defined as income before taxes from continuing operations, excluding interest income and expense, depreciation and amortization, strategic review charges, and non-cash impairment charges, as well as other items that may affect comparability, as applicable. Griffon believes this information is useful to investors. The following tables provides a reconciliation of net income to adjusted EBITDA:
| For the Three Months Ended March 31, | For the Six Months Ended March 31, | ||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net income | $ | 19,318 | $ | 56,762 | $ | 83,705 | $ | 127,613 | |||||||||||||||
| Less: Income (loss) from discontinued operations | (27,619) | 6,957 | (18,804) | 18,672 | |||||||||||||||||||
| Income from continuing operations | 46,937 | 49,805 | 102,509 | 108,941 | |||||||||||||||||||
| Net interest expense | 21,133 | 23,616 | 42,889 | 48,356 | |||||||||||||||||||
| Depreciation and amortization | 10,063 | 9,593 | 19,581 | 19,091 | |||||||||||||||||||
| Provision for income taxes | 18,038 | 17,782 | 38,189 | 38,516 | |||||||||||||||||||
Impact of retirement plan events | 1,609 | — | 3,218 | — | |||||||||||||||||||
| Loss from debt extinguishment | — | — | 556 | — | |||||||||||||||||||
| Strategic review - retention and other | — | 889 | — | 1,778 | |||||||||||||||||||
| Adjusted EBITDA, continuing operations | $ | 97,780 | $ | 101,685 | $ | 206,942 | $ | 216,682 | |||||||||||||||
Griffon believes free cash flow ("FCF", a non-GAAP measure) from continuing operations 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 from continuing operations is defined as net cash provided by operating activities from continuing operations less capital expenditures, net of proceeds. The following table provides a reconciliation of net cash provided by operating activities from continuing operations to FCF from continuing operations:
| For the Six Months Ended March 31, | |||||||||||
| (in thousands) | 2026 | 2025 | |||||||||
| Net cash provided by operating activities - continuing operations | $ | 118,314 | $ | 139,697 | |||||||
| Acquisition of property, plant and equipment | (17,652) | (25,938) | |||||||||
| FCF - continuing operations | $ | 100,662 | $ | 113,759 | |||||||
10
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) | March 31, 2026 | ||||||||||
| Cash and equivalents | $ | 109,672 | |||||||||
| Notes payable and current portion of long-term debt | $ | 8,018 | |||||||||
| Long-term debt, net of current maturities | 1,394,836 | ||||||||||
| Debt discount/premium and issuance costs | 8,939 | ||||||||||
| Total gross debt - continuing basis | 1,411,793 | ||||||||||
| Discontinued operations | 332 | ||||||||||
| Total gross debt including discontinued operations | $ | 1,412,125 | |||||||||
| Debt, net of cash and equivalents | $ | 1,302,453 | |||||||||
TTM adjusted EBITDA | $ | 519,677 | |||||||||
TTM stock-based compensation, including discontinued operations | 27,828 | ||||||||||
TTM EBITDA, per debt compliance(1) | $ | 547,505 | |||||||||
| Leverage ratio | 2.4x | ||||||||||
______________________________ | |||||||||||
(1) Griffon defines EBITDA per bank compliance as operating results including discontinued operations and excluding 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, plus stock based compensation. See following table for calculation of TTM EBITDA, per debt compliance for the six months ended March 31, 2026. For the six months ended March 31, 2025 and year ended September 30, 2025, see the Company's previously reported earnings releases on Form 8-K furnished to the SEC. | |||||||||||
The following table provides a reconciliation of adjusted EBITDA including stock-based compensation to TTM EBITDA, per debt compliance:
| Year ended September 30, | For the Six Months Ended March 31, | TTM March 31, | |||||||||||||||||||||
(in thousands) | 2025(1) | 2026(2) | 2025(1) | 2026 | |||||||||||||||||||
Adjusted EBITDA | $ | 522,293 | $ | 247,101 | $ | 249,717 | $ | 519,677 | |||||||||||||||
| Add: Stock-based compensation expense | 25,483 | 14,238 | 11,893 | 27,828 | |||||||||||||||||||
| EBITDA, per debt compliance | $ | 547,776 | $ | 261,339 | $ | 261,610 | $ | 547,505 | |||||||||||||||
_________________________________
(1) As previously reported in the Company's earnings release on Form 8-K furnished to the SEC.
(2) The following table provides a reconciliation of adjusted EBITDA from continuing operations, including stock compensation to EBITDA, per debt compliance for the six months ended March 31, 2026:
11
| For the Six Months Ended March 31, | ||||||||
(in thousands) | 2026 | |||||||
| Adjusted EBITDA: | ||||||||
| Continuing operations | $ | 206,942 | ||||||
| Discontinued operations | 40,159 | |||||||
| Total | $ | 247,101 | ||||||
| Stock-based Compensation: | ||||||||
| Continuing operations | 13,758 | |||||||
| Discontinued operations | 480 | |||||||
| Total | 14,238 | |||||||
| EBITDA, per debt compliance | $ | 261,339 | ||||||
The following tables provide a reconciliation of selling, general and administrative expenses for items that affect comparability for the three and six months ended March 31, 2026 and 2025:
| For the Three Months Ended March 31. | For the Six Months Ended March 31, | ||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Selling, general and administrative expenses, as reported | $ | 104,643 | $ | 107,461 | $ | 213,963 | $ | 214,507 | |||||||||||||||
| % of revenue | 24.8 | % | 25.2 | % | 24.4 | % | 24.7 | % | |||||||||||||||
| Adjusting items: | |||||||||||||||||||||||
| Strategic review - retention and other | — | (889) | — | (1,778) | |||||||||||||||||||
| Selling, general and administrative expenses, as adjusted | $ | 104,643 | $ | 106,572 | $ | 213,963 | $ | 212,729 | |||||||||||||||
| % of revenue | 24.8 | % | 25.0 | % | 24.4 | % | 24.4 | % | |||||||||||||||
12
FAQ
How did Griffon (GFF) perform in its fiscal Q2 2026 results?
Griffon reported fiscal Q2 2026 revenue of $421.9 million, down 1% year over year. Income from continuing operations was $46.9 million, or $1.03 per diluted share, with adjusted earnings per share from continuing operations steady at $1.05.
What were Griffon (GFF) earnings from continuing and discontinued operations?
Income from continuing operations was $46.9 million, while discontinued AMES operations produced a $27.6 million loss. Combined, net income for the quarter was $19.3 million, compared with $56.8 million in the prior-year quarter, reflecting the drag from discontinued operations.
What is Griffon (GFF) guiding for fiscal 2026 revenue and adjusted EBITDA?
For fiscal 2026, Griffon expects $1.8 billion in revenue from continuing operations. Adjusted EBITDA is projected at $458 million, excluding certain comparability items, reflecting contributions from its building products and Hunter Fan businesses under the new reporting structure.
How strong is Griffon (GFF) liquidity and leverage at March 31, 2026?
As of March 31, 2026, Griffon held $109.7 million in cash and equivalents and $1.4 billion of total debt, for net debt of $1.3 billion. The leverage ratio under its credit agreement was 2.4x net debt to EBITDA, with $436.8 million revolver availability.
What strategic actions is Griffon (GFF) taking with its AMES business?
Griffon is forming a joint venture with ONCAP for its AMES U.S. and Canada businesses and exploring alternatives for AMES Australia while exiting the UK. These AMES units are now classified as discontinued operations, with actions expected to be largely completed by the end of the calendar year.