Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Griffon’s Common Stock is listed for trading on the New York Stock Exchange under the symbol “GFF”.
Dividends
During 2020, 2019 and 2018, the Company declared and paid dividends totaling $0.30 per share, $0.29 per share and $0.28 per share, respectively. In addition, on March 7, 2018, the Board of Directors declared a special cash dividend of $1.00 per share, paid on April 16, 2018 to shareholders of record as of the close of business on March 29, 2018. The Company currently intends to pay dividends each quarter; however, payment of dividends is determined by the Board of Directors at its discretion based on various factors, and no assurance can be provided as to the payment of future dividends.
On November 12, 2020, the Board of Directors declared a cash dividend of $0.08 per share, payable on December 17, 2020 to shareholders of record as of the close of business on November 25, 2020.
Holders
As of October 31, 2020, there were approximately 10,600 holders of Griffon’s Common Stock.
Securities Authorized for Issuance Under Equity Compensation Plans
The following sets forth information relating to Griffon’s equity compensation plans as of September 30, 2020 :
(a)
(b)
(c)
Plan Category
Number of
securities to be
issued upon
exercise of
outstanding options,
warrants and rights
Weighted-
average exercise
price of
outstanding
options, warrants
and rights
Number of securities
remaining available for
future issuance under
equity plans (excluding
securities reflected in
column (a))
Equity compensation plans approved by security
holders (1)
—
$
—
1,167,172
Equity compensation plans not approved by security holders
—
$
—
—
(1)
Excludes restricted shares and restricted stock units issued in connection with Griffon’s equity compensation plans. The total reflected in column (c) includes shares available for grant as any type of equity award under the Incentive Plan.
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Issuer Purchase of Equity Securities
The table below presents shares of Griffon Stock which were acquired by Griffon during the fourth quarter of 2020 :
ISSUER PURCHASES OF EQUITY SECURITIES
Period
(a) Total Number
of Shares (or
Units) Purchased
(b) Average
Price Paid Per
Share (or Unit)
(c) Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Plans or Programs
(1)
(d) Maximum Number
(or Approximate
Dollar Value) of
Shares (or Units) That
May Yet Be Purchased
Under the Plans or
Programs
July 1 - 31, 2020
—
$
—
—
August 1 - 31, 2020
—
—
—
September 1 - 30, 2020
—
—
—
Total
—
$
—
—
$
57,955
(1)
1.
Shares, if any, purchased by the Company in open market purchases are pursuant to share repurchases authorized by the Company’s Board of Directors. On each of August 3, 2016 and August 1, 2018, the Company’s Board of Directors authorized the repurchase of up to $50,000 of Griffon common stock; as of September 30, 2020 , $57,955 remained available for purchase under these Board authorized repurchase programs.
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Performance Graph
The performance graph does not constitute soliciting material, is not deemed filed with the SEC and is not incorporated by reference in any of Griffon’s filings under the Securities Act of 1933 or the Exchange Act of 1934, whether made before or after the date of this Annual Report on Form 10-K and irrespective of any general incorporation language in any such filings, except to the extent Griffon specifically incorporates this performance graph by reference therein.
The following graph sets forth the cumulative total return to Griffon’s stockholders during the five years ended September 30, 2020 , as well as an overall stock market (S&P Small Cap 600 Index) and Griffon’s peer group index (Dow Jones U.S. Diversified Industrials Index). Assumes $100 was invested on September 30, 2015, including the reinvestment of dividends, in each category.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
Among Griffon Corporation, the S&P Smallcap 600 Index
and the Dow Jones US Diversified Industrials Index
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Item 6. Selected Financial Data
For the Years Ended September 30,
(in thousands, except per share amounts)
2020
2019
2018
2017
2016
Revenue
$
2,407,522
$
2,209,289
$
1,977,918
$
1,524,997
$
1,477,035
Income (loss) before taxes and discontinued operations
$
82,757
$
72,178
$
33,810
$
16,698
$
32,213
Provision (benefit) for income taxes
29,328
26,556
555
(1,085
)
12,432
Income (loss) from continuing operations
53,429
45,622
33,255
17,783
19,781
Income (loss) from discontinued operations
—
(8,335
)
92,423
(2,871
)
10,229
Net Income (loss)
$
53,429
$
37,287
$
125,678
$
14,912
$
30,010
Basic earnings (loss) per share:
Continuing operations
$
1.25
$
1.11
$
0.81
$
0.43
$
0.48
Discontinued operations
—
(0.20
)
2.25
(0.07
)
0.25
Net income (loss)
$
1.25
$
0.91
$
3.06
$
0.36
$
0.73
Weighted average shares outstanding
42,588
40,934
41,005
41,005
41,074
Diluted earnings (loss) per share:
Continuing operations
$
1.19
$
1.06
$
0.78
$
0.41
$
0.45
Discontinued operations
—
(0.20
)
2.18
(0.07
)
0.23
Net income (loss)
$
1.19
0.87
2.96
0.35
0.68
Weighted average shares outstanding
45,015
42,888
42,422
43,011
44,109
Cash dividends declared per common share
$
0.30
$
0.29
$
1.28
$
0.24
$
0.20
Capital expenditures
$
48,998
45,361
50,138
34,937
59,276
Depreciation and amortization
$
62,409
61,848
55,803
47,878
46,342
Total assets
$
2,456,017
2,074,939
2,084,890
1,873,541
1,782,096
Current portion of debt
$
9,922
10,525
13,011
11,078
13,932
Long term portion of debt, net
1,037,042
1,093,749
1,108,071
968,080
896,946
Total debt, net
$
1,046,964
1,104,274
1,121,082
979,158
910,878
Notes: Results of operations from acquired businesses are included from the date of acquisition. The fair value of assets and liabilities, inclusive of changes resulting from operating the businesses, are included in the first period ended after the date of each acquisition, and all periods thereafter.
Excludes results of operations and assets and liabilities of discontinued operations for all periods presented unless otherwise noted.
2020 includes $15,790 of restructuring charges ( $11,865 , net of tax, or $0.26 per share); a $7,925 loss from debt extinguishment ( $6,190 , net of tax, or $0.14 per share); $2,960 of acquisition costs ( $2,306 , net of tax, or $0.05 per share); a benefit from the reversal of contingent consideration related to the Kelkay acquisition of $1,733 ( $1,403 , net of tax, or $0.03 per share); and discrete and certain other tax provisions, net, of $654 or $0.01 per share.
2019 includes a benefit from the reversal of contingent consideration related to the Kelkay acquisition of $1,646 ( $1,333 , net of tax, or $0.03 per share) and discrete and certain other tax provisions, net, of $2,035 or $0.05 per share.
2018 includes $7,597 of acquisition related costs ( $5,047 , net of tax, or $0.12 per share), special dividend ESOP charges of $3,220 ( $2,125 , net of tax, or $0.05 per share), $1,205 of secondary equity offering costs ( $795 , net of tax, or $0.02 per share), a cost of life insurance benefit of $2,614 ( $248 , net of tax, or $0.01 per share) and discrete and certain other tax benefits, net, of $9,384, or $0.22 per share.
2017 includes $9,617 of acquisition related costs ( $6,145 , net of tax, or $0.14 per share), $5,137 of contract settlement charges ( $3,300 , net of tax, or $0.08 per share) and discrete tax benefits, net, of $8,274 , or $0.19 per share.
2016 includes discrete tax benefits, net, of $857 or $0.02 per share.
Due to rounding, the sum of earnings per share of Continuing operations and Discontinued operations may not equal earnings per share or Net income.
34