8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 25, 2021

GRIFFON CORPORATION

(Exact name of registrant as specified in its charter)

Commission File Number: 1-06620

Delaware	11-1893410
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

712 Fifth Avenue, 18th Floor

New York, New York 10019

(Address of principal executive offices, including zip code)

(212) 957-5000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, $0.25 par value per share	GFF	New York Stock Exchange

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

Emerging growth company   ☐

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

Item 8.01 — Other Events

In response to a shareholder communication, Griffon Corporation has provided a reconciliation of free cash flow for its fiscal years ended 2019 and 2020, which was disclosed in its proxy statement dated December 16, 2020, to net cash provided by operating activities for the same periods (the “Reconciliation”). A copy of the Reconciliation is attached as Exhibit 99.1 and incorporated by reference into this Current Report on Form 8-K.

Item 9.01 — Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	Reconciliation of Free Cash Flow to Net Cash Provided by Operating Activities

SIGNATURE

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

Dated: January 25, 2021	GRIFFON CORPORATION
	By:	/s/ Seth L. Kaplan
		Seth L. Kaplan Senior Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

Reconciliation of Free Cash Flow to

Net Cash Provided by Operating Activities

The free cash flow mentioned in our proxy statement and other documents we issue, including the investor presentation posted on our website, is defined as net cash provided by operating activities in the period, minus payments for property, plant and equipment made in the period, plus proceeds from the sale of property, plant and equipment in the period.

While free cash flow is not a Generally Accepted Accounting Principles (“GAAP”) measurement, we believe that our calculation of free cash flow is the predominant method of how that measure is calculated. However, because some other companies may use a different method of calculation, our free cash flow measure may not be comparable to the free cash flow measure used by other companies. Management believes, however, that free cash flow is a useful financial measure for use in evaluating Griffon’s financial performance, as it measures our ability to generate additional cash from our business operations. Free cash flow should be considered in addition to, rather than as a substitute for, net income as a measure of our performance or net cash provided by operating activities as a measure of our liquidity. Additionally, our definition of free cash flow is limited and does not represent residual cash flows available for discretionary expenditures due to the fact that the measure does not deduct the payments required for debt service and other obligations or payments made for business acquisitions. Therefore, we believe it is important to view free cash flow as supplemental to our entire consolidated statements of cash flows.

The following table reconciles net cash provided by operating activities, a GAAP measure, to free cash flow, a non-GAAP measure (amounts in thousands).

	Years Ended September 30
	2020				2019
Net cash provided by operating activities - continuing operations		$	137,029			$	113,958
Acquisition of property, plant and equipment			(48,998	)			(45,361	)
Proceeds from the sale of property, plant and equipment			352				280
Free cash flow		$	88,383			$	68,877

XML

Document And Entity Information	Jan. 25, 2021
Document Information Line Items
Entity Registrant Name	GRIFFON CORPORATION
Trading Symbol	GFF
Document Type	8-K
Amendment Flag	false
Entity Central Index Key	0000050725
Document Period End Date	Jan. 25, 2021
Entity Emerging Growth Company	false
Entity File Number	1-06620
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	11-1893410
Entity Address, Address Line One	712 Fifth Avenue, 18th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10019
City Area Code	212
Local Phone Number	957-5000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.25 par value per share
Security Exchange Name	NYSE