Griffon Corporation (NYSE: GFF) lifts Q3 profit and sets 2026 guidance
Rhea-AI Filing Summary
Griffon Corporation reported fiscal 2026 third‑quarter revenue of $481.4 million, a 7% increase from $449.7 million in the prior‑year quarter, driven by a 6% favorable price/mix and 1% higher volume. Income from continuing operations was $66.3 million, or $1.47 per diluted share, compared to a loss of $108.7 million.
Adjusted income from continuing operations was $68.0 million, or $1.51 per share, and adjusted EBITDA from continuing operations was $124.8 million, up 2% from $122.3 million. As of June 30, 2026, cash and equivalents were $110.4 million, total debt was $1.3 billion, net debt was $1.2 billion and leverage was 2.2x net debt to EBITDA.
Griffon advanced its transition to a pure‑play building products company, forming AMES Australasia and AMES North America joint ventures that provided $181 million and $100 million of cash, paid‑in‑kind notes and minority equity stakes. During the first nine months, $135 million was returned to shareholders, and for fiscal 2026 the company targets $1.8 billion of revenue and $458 million of adjusted EBITDA.
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Filing Explained
The July 31, 2026 closing converted the AMES Australasia plan into cash, a note receivable, and a 49% equity interest.
The strategic update reports that Griffon completed the AMES Australasia joint venture on
For Australasia, Griffon received
During the quarter, Griffon repurchased 626 thousand common shares for
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
Q3 2026 Revenue: $481.4 million
Q3 2026 Income from Continuing Operations: $66.3 million
Q3 2026 Adjusted EPS from Continuing Operations: $1.51
+5 more
8 metrics
Q3 2026 Revenue
$481.4 million
Third quarter 2026 revenue, a 7% increase from $449.7 million in the prior-year quarter
Q3 2026 Income from Continuing Operations
$66.3 million
Income from continuing operations versus a $108.7 million loss in the prior-year quarter
Q3 2026 Adjusted EPS from Continuing Operations
$1.51
Adjusted earnings per share from continuing operations, up from $1.39 in the prior-year quarter
Q3 2026 Adjusted EBITDA from Continuing Operations
$124.8 million
Adjusted EBITDA from continuing operations, a 2% increase from $122.3 million a year earlier
Net Debt
$1.2 billion
Debt net of $110.4 million cash as of June 30, 2026; leverage 2.2x net debt to EBITDA
Free Cash Flow from Continuing Operations
$194.2 million
Free cash flow from continuing operations for the nine months ended June 30, 2026; capex $23.7 million
Q3 2026 Share Repurchases
$53.2 million
Repurchase of 626 thousand shares at an average price of $85.00 during the quarter
Fiscal 2026 Revenue Outlook
$1.8 billion
Expected fiscal 2026 revenue from continuing operations guided by management
Key Terms
adjusted EBITDA, free cash flow from continuing operations, paid-in-kind ("PIK") note receivable, leverage ratio, +1 more
5 terms
adjusted EBITDA financial
"Adjusted EBITDA from continuing operations for the third quarter was $124.8 million"
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.
free cash flow from continuing operations financial
"Free cash flow from continuing operations was $194.2 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.
paid-in-kind ("PIK") note receivable financial
"Griffon received $181 million in cash, a $49 million paid-in-kind ("PIK") note receivable"
leverage ratio financial
"Leverage, as calculated in accordance with our credit agreement, was 2.2x net debt to EBITDA"
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.
discontinued operations financial
"Discontinued operations: Income (loss) from operations of 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.
Earnings Snapshot
Revenue from continuing operations: $481.4 million · Guidance included
Fiscal 2026 third quarter ended June 30, 2026
Revenue from continuing operations
$481.4 million
up 7% from $449.7 million in the prior-year quarter
Adjusted EBITDA from continuing operations
$124.8 million
up 2% from $122.3 million in the prior-year quarter
Adjusted income from continuing operations
$68.0 million
versus $64.5 million in the prior-year quarter
Adjusted EPS from continuing operations
$1.51
versus $1.39 in the prior-year quarter
Guidance
Griffon expects fiscal 2026 revenue from continuing operations of $1.8 billion and adjusted EBITDA of $458 million, with free cash flow from continuing operations exceeding net income, interest expense of $80 million and a normalized 28% tax rate.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What were Griffon Corporation (GFF) revenue and growth in Q3 fiscal 2026?
Griffon generated $481.4 million in third‑quarter 2026 revenue, a 7% increase from $449.7 million a year earlier. Growth reflected a 6% favorable price/mix across residential and commercial markets and a 1% volume increase, driven primarily by residential demand.
How profitable was Griffon Corporation (GFF) in Q3 2026 compared to the prior year?
Griffon reported income from continuing operations of $66.3 million, or $1.47 diluted EPS, versus a $108.7 million loss, or $2.40 per share, in the prior‑year quarter. On an adjusted basis, income was $68.0 million, or $1.51 per share, up from $64.5 million, or $1.39.
What fiscal 2026 outlook did Griffon Corporation (GFF) provide?
Griffon expects fiscal 2026 revenue from continuing operations of $1.8 billion and adjusted EBITDA of $458 million. Management also projects free cash flow from continuing operations, including about $50 million of capital expenditures, to exceed net income, with interest expense of $80 million and a normalized 28% tax rate.
What is Griffon Corporation (GFF)’s leverage and liquidity as of June 30, 2026?
As of June 30, 2026, Griffon held $110.4 million of cash and equivalents and $1.3 billion of total debt, for net debt of $1.2 billion. The net debt‑to‑EBITDA leverage ratio, calculated per its credit agreement, was 2.2x, with $472.3 million available under the revolving facility.
How much stock did Griffon Corporation (GFF) repurchase and what capacity remains?
During the quarter ended June 30, 2026, Griffon repurchased 626,000 shares for $53.2 million, averaging $85.00 per share. As of June 30, 2026, $193.8 million remained under the board‑authorized share repurchase program, in addition to dividends paid.
What strategic joint ventures did Griffon Corporation (GFF) complete in 2026?
Griffon formed joint ventures for AMES Australasia and AMES North America. It received $181 million cash, a $49 million PIK note and 49% equity for Australasia, and $100 million cash, a $161 million second‑lien PIK note and 43% equity for North America, supporting its pure‑play building products focus.
How strong was Griffon Corporation (GFF)’s free cash flow in the first nine months of 2026?
For the nine months ended June 30, 2026, Griffon generated $194.2 million of free cash flow from continuing operations, after $23.7 million of net capital expenditures. This cash generation supported $135 million of dividends and share repurchases and helped reduce debt by about $137.0 million during the quarter.
| 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): August 5, 2026
(Exact name of registrant as specified in its charter) | ||||||||
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(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (Address of Principal Executive Offices) (Zip Code) | ||||||||
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| (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:
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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 August 5, 2026 Griffon Corporation (the “Registrant”) issued a press release announcing the Registrant’s financial results for the fiscal third quarter ended June 30, 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 August 5, 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: August 5, 2026
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Exhibit Index
99.1 Press release, dated August 5, 2026
Griffon Corporation Announces Third Quarter Results
NEW YORK, NEW YORK, August 5, 2026 – Griffon Corporation (“Griffon” or the “Company”) (NYSE:GFF) today reported results for the fiscal 2026 third quarter ended June 30, 2026.
Revenue for the third quarter totaled $481.4 million, a 7% increase compared to $449.7 million in the prior year quarter, due to favorable price and mix of 6% driven by both residential and commercial, and increased volume of 1% driven primarily by residential.
Income from continuing operations totaled $66.3 million, or $1.47 per share, compared to a loss from continuing operations of $108.7 million, or $2.40 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 $68.0 million, or $1.51 per share, in the current year quarter compared to $64.5 million, or $1.39 per share, in the prior year quarter. For a reconciliation of income (loss) from continuing operations to adjusted income from continuing operations (a non-GAAP measure), and earnings (loss) 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 third quarter was $124.8 million, a 2% increase from the prior year quarter of $122.3 million, driven by the increased revenue noted above, partially offset by increased material and selling, general and administrative costs. For a definition of adjusted EBITDA and a reconciliation of net income to adjusted EBITDA (a non-GAAP measure), see the attached table.
"Griffon has executed particularly well this quarter, which is reflected in today's solid operational and financial results," said Ronald J. Kramer, Chairman and CEO of Griffon. "With the strategic actions we announced on February 5, 2026 substantially complete, Griffon is now a pure play building products company."
"During the first nine months, we returned $135 million to shareholders through dividends and share repurchases while reducing 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 quarter ended June 30, 2026 and recognized an effective tax rate of 27.9%, compared to a pre-tax loss from continuing operations for the quarter ended June 30, 2025, and recognized an effective tax rate of 30.2%. Excluding all items that affect comparability, the effective tax rates for the quarters ended June 30, 2026 and 2025 were 27.9% and 27.3%, respectively.
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Balance Sheet and Capital Expenditures
As of June 30, 2026, the Company had cash and equivalents of $110.4 million and total debt outstanding of $1.3 billion, resulting in net debt of $1.2 billion. During the quarter, debt was reduced by approximately $137.0 million. Leverage, as calculated in accordance with our credit agreement (see the attached table), was 2.2x net debt to EBITDA as of June 30, 2026 compared to 2.5x as of June 30, 2025 and 2.4x as of September 30, 2025. Free cash flow from continuing operations was $194.2 million and capital expenditures, net, were $23.7 million for the nine month period ended June 30, 2026. At June 30, 2026, borrowing availability under the revolving credit facility was $472.3 million, subject to certain loan covenants. For a definition of free cash flow from continuing operations (a non-GAAP measure) and a reconciliation of net cash provided by operating activities from continuing operations to free cash flow from continuing operations, see the attached table.
Share Repurchases
Share repurchases during the quarter ended June 30, 2026 totaled 626 thousand shares of common stock, for a total of $53.2 million, or an average of $85.00 per share. As of June 30, 2026, $193.8 million remained under the Board authorized share repurchase program. Since April 2023 and through June 30, 2026, the Company purchased 12.1 million shares of common stock or 21.2% of the outstanding shares, for a total of $664.1 million or an average of $54.86 per share.
Strategic Actions Update
On July 31, 2026, Griffon completed the previously announced formation of the joint venture for AMES Australasia. Griffon received $181 million in cash, a $49 million paid-in-kind ("PIK") note receivable from the joint venture, and a 49% equity interest.
On June 9, 2026, Griffon completed the previously announced formation of the joint venture for its AMES North America businesses. Griffon received $100 million in cash, a $161 million second-lien PIK debt receivable from the joint venture, and a 43% equity interest.
2026 Outlook
Griffon expects fiscal 2026 revenue from continuing operations to be $1.8 billion and adjusted EBITDA to be $458 million. 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 now expected to be $80 million, reflecting reduced debt and interest income from transaction related notes receivable. Griffon’s normalized tax rate is expected to be 28%.
Conference Call Information
The Company will hold a conference call today, August 5, 2026, at 8:30 AM ET.
The call can be accessed by dialing 1-844-826-3035 (U.S. participants) or 1-412-317-5195 (International participants). Callers should ask to be connected to the Griffon Corporation teleconference or provide conference ID number 10210214. 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 5, 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: 10210214. The replay will be available through Wednesday, August 19, 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, poly-chemicals and glass, 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; 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.
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 June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue | $ | 481,370 | $ | 449,692 | $ | 1,357,490 | $ | 1,319,829 | |||||||||||||||
| Cost of goods and services | 255,316 | 230,851 | 730,714 | 691,254 | |||||||||||||||||||
| Gross profit | 226,054 | 218,841 | 626,776 | 628,575 | |||||||||||||||||||
| Selling, general and administrative expenses | 110,552 | 107,283 | 324,515 | 321,790 | |||||||||||||||||||
| Goodwill and intangible asset impairments | — | 243,612 | — | 243,612 | |||||||||||||||||||
| Total operating expenses | 110,552 | 350,895 | 324,515 | 565,402 | |||||||||||||||||||
| Income (loss) from continuing operations | 115,502 | (132,054) | 302,261 | 63,173 | |||||||||||||||||||
| Other income (expense) | |||||||||||||||||||||||
| Interest expense | (21,124) | (24,068) | (64,254) | (72,763) | |||||||||||||||||||
| Interest income | 1,002 | 90 | 1,243 | 429 | |||||||||||||||||||
| Loss from debt extinguishment | (833) | — | (1,389) | — | |||||||||||||||||||
| Other, net | (2,576) | 272 | (5,192) | 858 | |||||||||||||||||||
| Total other expense, net | (23,531) | (23,706) | (69,592) | (71,476) | |||||||||||||||||||
| Income (loss) before taxes from continuing operations | 91,971 | (155,760) | 232,669 | (8,303) | |||||||||||||||||||
| Provision (benefit) for income taxes from continuing operations | 25,660 | (47,105) | 63,849 | (8,589) | |||||||||||||||||||
| Income (loss) from continuing operations | $ | 66,311 | $ | (108,655) | $ | 168,820 | $ | 286 | |||||||||||||||
| Discontinued operations: | |||||||||||||||||||||||
| Income (loss) from operations of discontinued operations | $ | (6,937) | $ | 6,559 | $ | (30,464) | $ | 35,159 | |||||||||||||||
| Provision for income taxes | 7,742 | 18,043 | 3,019 | 27,971 | |||||||||||||||||||
| Income (loss) from discontinued operations | (14,679) | (11,484) | (33,483) | 7,188 | |||||||||||||||||||
| Net income (loss) | $ | 51,632 | $ | (120,139) | $ | 135,337 | $ | 7,474 | |||||||||||||||
| Basic earnings (loss) per common share: | |||||||||||||||||||||||
| Income (loss) from continuing operations | $ | 1.51 | $ | (2.40) | $ | 3.80 | $ | 0.01 | |||||||||||||||
| Income (loss) from discontinued operations | (0.33) | (0.25) | (0.75) | 0.16 | |||||||||||||||||||
| Basic earnings (loss) per common share | $ | 1.17 | $ | (2.65) | $ | 3.05 | $ | 0.16 | |||||||||||||||
| Basic weighted-average shares outstanding | 43,970 | 45,320 | 44,414 | 45,505 | |||||||||||||||||||
| Diluted earnings (loss) per common share: | |||||||||||||||||||||||
| Income (loss) from continuing operations | $ | 1.47 | $ | (2.40) | $ | 3.71 | $ | 0.01 | |||||||||||||||
| Income (loss) from discontinued operations | (0.33) | (0.25) | (0.74) | 0.15 | |||||||||||||||||||
| Diluted earnings (loss) per common share | $ | 1.14 | $ | (2.65) | $ | 2.97 | $ | 0.16 | |||||||||||||||
| Diluted weighted-average shares outstanding | 45,148 | 45,320 | 45,543 | 46,911 | |||||||||||||||||||
| Dividends paid per common share | $ | 0.22 | $ | 0.18 | $ | 0.66 | $ | 0.54 | |||||||||||||||
| Net income | $ | 51,632 | $ | (120,139) | $ | 135,337 | $ | 7,474 | |||||||||||||||
| Other comprehensive income (loss), net of taxes: | |||||||||||||||||||||||
| Foreign currency translation adjustments | 1,546 | 12,244 | 6,167 | (4,804) | |||||||||||||||||||
| Pension and other post retirement plans | 1,773 | 897 | 5,628 | 1,493 | |||||||||||||||||||
| Change in cash flow hedges | 1,196 | (695) | (554) | 475 | |||||||||||||||||||
| Total other comprehensive income (loss), net of taxes | 4,515 | 12,446 | 11,241 | (2,836) | |||||||||||||||||||
| Comprehensive income (loss), net | $ | 56,147 | $ | (107,693) | $ | 146,578 | $ | 4,638 | |||||||||||||||
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GRIFFON CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
| (Unaudited) | |||||||||||
| June 30, 2026 | September 30, 2025 | ||||||||||
| CURRENT ASSETS | |||||||||||
| Cash and equivalents | $ | 110,350 | $ | 99,045 | |||||||
Accounts receivable, net of allowances of $4,205 and $5,641 | 201,696 | 196,957 | |||||||||
| Inventories | 185,532 | 171,747 | |||||||||
| Prepaid and other current assets | 54,565 | 42,079 | |||||||||
| Assets of discontinued operations held for sale | 171,466 | 735,816 | |||||||||
| Total Current Assets | 723,609 | 1,245,644 | |||||||||
| PROPERTY, PLANT AND EQUIPMENT, net | 204,691 | 195,950 | |||||||||
| OPERATING LEASE RIGHT-OF-USE ASSETS | 65,335 | 53,041 | |||||||||
| GOODWILL | 191,253 | 191,253 | |||||||||
| INTANGIBLE ASSETS, net | 346,815 | 363,955 | |||||||||
| EQUITY METHOD INVESTMENT | 118,600 | — | |||||||||
| NOTES RECEIVABLE (related party) | 162,039 | — | |||||||||
| OTHER ASSETS | 23,713 | 26,191 | |||||||||
| Total Assets | $ | 1,836,055 | $ | 2,076,034 | |||||||
| CURRENT LIABILITIES | |||||||||||
| Notes payable and current portion of long-term debt | $ | 8,011 | $ | 8,033 | |||||||
| Accounts payable | 90,975 | 57,663 | |||||||||
| Accrued liabilities | 130,553 | 114,628 | |||||||||
| Current portion of operating lease liabilities | 16,834 | 15,473 | |||||||||
| Liabilities of discontinued operations held for sale | 53,814 | 250,390 | |||||||||
| Total Current Liabilities | 300,187 | 446,187 | |||||||||
| LONG-TERM DEBT, net | 1,259,624 | 1,404,276 | |||||||||
| LONG-TERM OPERATING LEASE LIABILITIES | 52,523 | 40,453 | |||||||||
| OTHER LIABILITIES | 94,565 | 111,146 | |||||||||
| Total Liabilities | 1,706,899 | 2,002,062 | |||||||||
| COMMITMENTS AND CONTINGENCIES | |||||||||||
| SHAREHOLDERS’ EQUITY | |||||||||||
| Total Shareholders’ Equity | 129,156 | 73,972 | |||||||||
| Total Liabilities and Shareholders’ Equity | $ | 1,836,055 | $ | 2,076,034 | |||||||
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GRIFFON CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
| Nine Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES - CONTINUING OPERATIONS: | |||||||||||
| Net income | $ | 135,337 | $ | 7,474 | |||||||
| Net loss (income) from discontinued operations | 33,483 | (7,188) | |||||||||
| Income from continuing operations | 168,820 | 286 | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities - continuing operations: | |||||||||||
| Depreciation and amortization | 29,857 | 28,754 | |||||||||
| Paid-in-kind interest | (939) | — | |||||||||
| Stock-based compensation | 20,652 | 16,898 | |||||||||
| Goodwill and intangible asset impairments | — | 243,612 | |||||||||
| Provision (recovery) for losses on accounts receivable | 174 | (5) | |||||||||
| Amortization of debt discounts and issuance costs | 2,963 | 3,080 | |||||||||
| Loss from debt extinguishment | 1,389 | — | |||||||||
Pension and other post-retirement non-cash charges | 5,345 | 285 | |||||||||
| Deferred income tax provision (benefit) | (124) | (25,000) | |||||||||
| Change in assets and liabilities: | |||||||||||
| Increase in accounts receivable | (4,901) | (3,950) | |||||||||
| Increase in inventories | (14,024) | (17,481) | |||||||||
| (Increase) decrease in prepaid and other assets | (11,147) | 3,836 | |||||||||
| Increase (decrease) in accounts payable, accrued liabilities and other liabilities | 18,808 | (16,989) | |||||||||
| Other changes | 1,071 | 1,190 | |||||||||
| Net cash provided by operating activities - continuing operations | 217,944 | 234,516 | |||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES - CONTINUING OPERATIONS: | |||||||||||
| Acquisition of property, plant and equipment | (23,736) | (32,498) | |||||||||
| Proceeds from sale of business | 100,000 | — | |||||||||
| Other, net | — | 138 | |||||||||
| Net cash provided by (used in) investing activities - continuing operations | 76,264 | (32,360) | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES - CONTINUING OPERATIONS: | |||||||||||
| Dividends paid | (30,939) | (31,622) | |||||||||
| Purchase of shares for treasury | (119,055) | (161,709) | |||||||||
| Proceeds from long-term debt | 50,000 | 63,000 | |||||||||
| Payments of long-term debt | (199,019) | (139,018) | |||||||||
| Other, net | (238) | (90) | |||||||||
| Net cash used in financing activities - continuing operations | (299,251) | (269,439) | |||||||||
| CASH FLOWS FROM DISCONTINUED OPERATIONS: | |||||||||||
| Net cash provided by operating activities | 20,873 | 47,144 | |||||||||
| Net cash provided by (used in) investing activities | (3,608) | 10,526 | |||||||||
| Net cash used in financing activities | (78) | (99) | |||||||||
| Net cash provided by discontinued operations | 17,187 | 57,571 | |||||||||
| Effect of exchange rate changes on cash and equivalents | (839) | 2,553 | |||||||||
| NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS | 11,305 | (7,159) | |||||||||
| CASH AND EQUIVALENTS AT BEGINNING OF PERIOD | 99,045 | 114,438 | |||||||||
| CASH AND EQUIVALENTS AT END OF PERIOD | $ | 110,350 | $ | 107,279 | |||||||
| Supplemental Disclosure of Non-Cash Flow Information: | |||||||||||
| Capital expenditures in accounts payable | $ | 4,277 | $ | 4,770 | |||||||
7
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 June 30, | For the Nine Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
(in thousands, except per share data) | (Unaudited) | ||||||||||||||||||||||
| Net income (loss) | $ | 51,632 | $ | (120,139) | $ | 135,337 | $ | 7,474 | |||||||||||||||
| Less: Income (loss) from discontinued operations | (14,679) | (11,484) | (33,483) | 7,188 | |||||||||||||||||||
| Income (loss) from continuing operations | 66,311 | (108,655) | 168,820 | 286 | |||||||||||||||||||
| Adjusting items: | |||||||||||||||||||||||
Impact of retirement plan events(1) | 1,608 | — | 4,826 | — | |||||||||||||||||||
| Loss from debt extinguishment | 833 | — | 1,389 | — | |||||||||||||||||||
| Goodwill and intangible asset impairments | — | 243,612 | — | 243,612 | |||||||||||||||||||
| Strategic review - retention and other | — | 790 | — | 2,568 | |||||||||||||||||||
Tax impact of above items(2) | (581) | (26,653) | (1,481) | (27,092) | |||||||||||||||||||
Discrete and certain other tax provisions (benefits), net(3) | (139) | (44,610) | 76 | (45,744) | |||||||||||||||||||
| Adjusted income from continuing operations | $ | 68,032 | $ | 64,484 | $ | 173,630 | $ | 173,630 | |||||||||||||||
| Earnings per common share from continuing operations | $ | 1.47 | $ | (2.40) | $ | 3.71 | $ | 0.01 | |||||||||||||||
| Adjusting items, net of tax: | |||||||||||||||||||||||
Impact of retirement plan events(1) | 0.03 | — | 0.08 | — | |||||||||||||||||||
| Loss from debt extinguishment | 0.01 | — | 0.02 | — | |||||||||||||||||||
Anti-dilutive share impact(4) | — | 0.05 | — | — | |||||||||||||||||||
| Goodwill and intangible asset impairments | — | 4.69 | — | 4.63 | |||||||||||||||||||
| Strategic review - retention and other | — | 0.01 | — | 0.04 | |||||||||||||||||||
Discrete and certain other tax provisions (benefits), net(3) | — | (0.96) | — | (0.98) | |||||||||||||||||||
| Adjusted earnings per common share from continuing operations | $ | 1.51 | $ | 1.39 | $ | 3.81 | $ | 3.70 | |||||||||||||||
| Weighted-average shares outstanding (in thousands) | 43,970 | 45,320 | 44,414 | 45,505 | |||||||||||||||||||
| Diluted weighted-average shares outstanding (in thousands) | 45,148 | 46,270 | 45,543 | 46,911 | |||||||||||||||||||
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, 2026, the impact of retirement plan events relates to non-cash charges of $1.6 million and $4.8 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.
8
(2) The tax impact for the above reconciling adjustments from GAAP net income (loss) 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.
(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 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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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 June 30, | For the Nine Months Ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net income (loss) | $ | 51,632 | $ | (120,139) | $ | 135,337 | $ | 7,474 | |||||||||||||||
| Less: Income (loss) from discontinued operations | (14,679) | (11,484) | (33,483) | 7,188 | |||||||||||||||||||
| Income (loss) from continuing operations | 66,311 | (108,655) | 168,820 | 286 | |||||||||||||||||||
| Net interest expense | 20,122 | 23,978 | 63,011 | 72,334 | |||||||||||||||||||
| Depreciation and amortization | 10,276 | 9,663 | 29,857 | 28,754 | |||||||||||||||||||
| Provision for income taxes | 25,660 | (47,105) | 63,849 | (8,589) | |||||||||||||||||||
| Goodwill and intangible asset impairments | — | 243,612 | — | 243,612 | |||||||||||||||||||
Impact of retirement plan events | 1,608 | — | 4,826 | — | |||||||||||||||||||
| Loss from debt extinguishment | 833 | — | 1,389 | — | |||||||||||||||||||
| Strategic review - retention and other | — | 790 | — | 2,568 | |||||||||||||||||||
| Adjusted EBITDA, continuing operations | $ | 124,810 | $ | 122,283 | $ | 331,752 | $ | 338,965 | |||||||||||||||
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 Nine Months Ended June 30, | |||||||||||
| (in thousands) | 2026 | 2025 | |||||||||
| Net cash provided by operating activities - continuing operations | $ | 217,944 | $ | 234,516 | |||||||
| Acquisition of property, plant and equipment | (23,736) | (32,498) | |||||||||
| FCF - continuing operations | $ | 194,208 | $ | 202,018 | |||||||
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) | June 30, 2026 | |||||||
| Cash and equivalents | $ | 110,350 | ||||||
| Notes payable and current portion of long-term debt | $ | 8,011 | ||||||
| Long-term debt, net of current maturities | 1,259,624 | |||||||
| Debt discount/premium and issuance costs | 7,151 | |||||||
| Total gross debt - continuing basis | 1,274,786 | |||||||
| Discontinued operations | — | |||||||
| Total gross debt including discontinued operations | $ | 1,274,786 | ||||||
| Debt, net of cash and equivalents | $ | 1,164,436 | ||||||
| Adjusted EBITDA (per debt compliance) | ||||||||
| TTM adjusted EBITDA including discontinued operations | $ | 523,000 | ||||||
| Less: EBITDA from divested and ceased operations | (19,296) | |||||||
| TTM stock based compensation, continuing operations | 27,945 | |||||||
| Add: Discontinued operations adjustments | 1,369 | |||||||
TTM stock-based compensation, including discontinued operations | 29,314 | |||||||
TTM EBITDA, per debt compliance(1) | $ | 533,018 | ||||||
| Leverage ratio | 2.2x | |||||||
______________________________ | ||||||||
| (1) Griffon defines EBITDA per bank compliance as operating results including discontinued operations and excluding EBITDA attributable to operations that were divested or ceased operations, 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 nine months ended June 30, 2026. For the nine months ended June 30, 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 Nine Months Ended June 30, | TTM June 30, | |||||||||||||||||||||
(in thousands) | 2025(1) | 2026(2) | 2025(1) | 2026 | |||||||||||||||||||
Adjusted EBITDA | $ | 522,293 | $ | 385,137 | $ | 384,430 | $ | 523,000 | |||||||||||||||
| Add: Stock-based compensation expense | 25,483 | 21,692 | 17,861 | 29,314 | |||||||||||||||||||
| Less: EBITDA from divested and ceased operations | (18,700) | (16,169) | (15,573) | (19,296) | |||||||||||||||||||
| EBITDA, per debt compliance | $ | 529,076 | $ | 390,660 | $ | 386,718 | $ | 533,018 | |||||||||||||||
_________________________________
(1) Adjusted EBITDA and stock-based compensation for the periods ended September 30, 2025 and June 30, 2025 are 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 nine months ended June 30, 2026 and 2025:
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| For the Nine Months Ended June 30, | ||||||||||||||
(in thousands) | 2026 | 2025 | ||||||||||||
| Adjusted EBITDA: | ||||||||||||||
| Continuing operations | $ | 331,752 | $ | 338,965 | ||||||||||
| Discontinued operations | 53,385 | 45,465 | ||||||||||||
| Total | $ | 385,137 | $ | 384,430 | ||||||||||
| Stock-based Compensation: | ||||||||||||||
| Continuing operations | $ | 20,652 | $ | 16,898 | ||||||||||
| Discontinued operations | 1,040 | 963 | ||||||||||||
| Total | $ | 21,692 | $ | 17,861 | ||||||||||
| Less: EBITDA from divested and ceased operations | (16,169) | (15,573) | ||||||||||||
| EBITDA, per debt compliance | $ | 390,660 | $ | 386,718 | ||||||||||
The following tables provide a reconciliation of selling, general and administrative expenses for items that affect comparability for the three and nine months ended June 30, 2026 and 2025:
| For the Three Months Ended June 30, | For the Nine Months Ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Selling, general and administrative expenses | $ | 110,552 | $ | 107,283 | $ | 324,515 | $ | 321,790 | |||||||||||||||
| % of revenue | 23.0 | % | 23.9 | % | 23.9 | % | 24.4 | % | |||||||||||||||
| Adjusting item: | |||||||||||||||||||||||
| Strategic review - retention and other | — | (790) | — | (2,568) | |||||||||||||||||||
| Selling, general and administrative expenses, as adjusted | $ | 110,552 | $ | 106,493 | $ | 324,515 | $ | 319,222 | |||||||||||||||
| % of revenue | 23.0 | % | 23.7 | % | 23.9 | % | 24.2 | % | |||||||||||||||
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