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Griffon Corporation Announces Third Quarter Results

Griffon Corporation (“Griffon” or the “Company”) (NYSE:GFF) today reported results for the fiscal third quarter ended June 30, 2014.

Revenue totaled $505 million, decreasing 1% from the prior year quarter. Home & Building Products (“HBP”) and Clopay Plastics (“Plastics”) revenue increased 6% and 7%, respectively, over the prior year quarter, while Telephonics revenue decreased 21%.

Segment adjusted EBITDA totaled $49.6 million, an increase of 6% over the prior year quarter of $46.8 million. Segment adjusted EBITDA is defined as net income (loss) excluding interest income and expense, income taxes, depreciation and amortization, unallocated amounts (mainly corporate overhead), restructuring charges, acquisition-related expenses, and gains (losses) from pension settlement and debt extinguishment, as applicable.

Net income totaled $14.5 million, or $0.29 per share, compared to $3.6 million, or $0.06 per share, in the prior year quarter. Current quarter results included acquisition costs of $1.6 million ($1.0 million, net of tax or $0.02 per share), restructuring costs of $0.4 million ($0.2 million, net of tax or $0.00 per share), impact of debt extinguishment on full year effective tax rate of $(4.4) million or $(0.09) per share and discrete tax benefits of $1.9 million or $0.04 per share. The prior year quarter included restructuring costs of $1.6 million ($1.0 million, net of tax or $0.02 per share) and discrete tax benefits of $1.5 million or $0.03 per share. Excluding these items from both periods, current quarter adjusted net income was $9.5 million, or $0.19 per share, compared to $3.1 million, or $0.06 per share, in the prior year quarter.

Ronald J. Kramer, Chief Executive Officer, commented, “We are pleased that our efficiency efforts have enabled us to deliver strong earnings this quarter. We are confident that our strategy will result in further growth in both revenue and profitability as the global economic recovery accelerates.”

Segment Operating Results

Home & Building Products

Revenue totaled $254 million, increasing 6% compared to the prior year quarter. The Ames Companies' (“Ames”) revenue increased 3% compared to the prior year quarter primarily due to the inclusion of operating results of Northcote and the Australian Garden and Tools division of Illinois Tool Works, Inc. (“Cyclone”) from their respective acquisition dates in December 2013 and May 2014, partially offset by decreased North American lawn and hose reel sales due to cold and wet weather conditions. Clopay Building Products (“CBP”) revenue increased 8%, primarily due to increased volume and favorable product mix.

Segment adjusted EBITDA was $19.6 million, decreasing 9% compared to the prior year quarter. The decrease was primarily from unfavorable sales mix and manufacturing inefficiencies along with increased distribution and freight costs at Ames and, for both Ames and CBP, the unfavorable impact of foreign currency translation of a weaker Canadian dollar, partially offset by the benefit of increased volume and favorable product mix at CBP. Ames continued to experience manufacturing inefficiencies in connection with its plant consolidation initiative, which are expected to continue until the initiative is complete. EBITDA contributions from Northcote and Cyclone were not significant in the quarter.

On May 21, 2014, Ames acquired Cyclone for approximately $40.0 million, including a $4 million working capital adjustment. Cyclone offers a full range of quality garden and hand tool products sold under various leading brand names including Cyclone®, Nylex® and Trojan®, designed to meet the requirements of both the Do-it-Yourself and professional trade segments. Cyclone is expected to generate approximately $65.0 million of annualized revenue. Selling, General and Administrative expenses in the current quarter included $1.6 million of acquisition costs.


Revenue totaled $102 million, decreasing 21% from the prior year quarter. The 2013 quarter included $20.0 million of electronic warfare program (“ICREW”) revenue where Telephonics served as a contract manufacturer; there was no such revenue in the current quarter. Excluding revenue from these programs, current quarter revenue decreased 7% from the 2013 quarter, primarily due to reduced airborne and wireless intercommunication systems sales.

Segment adjusted EBITDA was $15.1 million, increasing 15% from the prior year quarter. The increase in comparison to the prior year was attributable to the benefit of favorable program mix, the effect of which more than offset the impact of the ICREW revenue decline, as well as lower expenditures associated with research and development (“R&D”) activities and proposal efforts.

Contract backlog totaled $457 million at June 30, 2014 compared to $444 million at September 30, 2013, with approximately 67% expected to be fulfilled within the next twelve months.

Plastic Products

Revenue totaled $149 million, increasing 7% compared to the prior year quarter. The increase reflected the benefit of increased volume (5%), the pass through of increased resin costs in customer selling prices (3%) and favorable foreign exchange translation (1%), partially offset by the impact of unfavorable product mix (2%). Plastics adjusts selling prices based on underlying resin costs on a delayed basis.

Segment adjusted EBITDA was $14.9 million, increasing 23% from the prior year quarter, driven by increased volume and continued operating efficiency improvements. Resin had no material impact on EBITDA for the quarter.


The Company reported pretax income for the current quarter and a pretax loss for the nine months ended June 30, 2014, compared to pretax income for the quarter and nine months ended June 30, 2013. The Company recognized tax benefits of 12.2% and 38.0% for the quarter and nine months ended June 30, 2014, respectively, compared to provisions of 54.0% and 53.6%, respectively, in the comparable prior year periods. The current and prior year tax rates reflect the impact of permanent differences not deductible in determining taxable income, mainly limited deductibility of restricted stock, tax reserves and changes in earnings mix between domestic and non-domestic operations, which are material relative to the level of pretax result and the impact of discrete items reported.

The current quarter and nine months ended June 30, 2014 include $1.9 million and $1.5 million, respectively, of benefits from discrete items. The comparable prior year periods included benefits of $1.5 million and $1.9 million, respectively. In both years, the discrete items resulted primarily from the conclusion of tax audits resulting in the release of previously established reserves for uncertain tax positions, filing of tax returns in various jurisdictions, and the impact of tax law changes enacted, including, in 2013, the benefit of the retroactive extension of the federal R&D credit signed into law January 2, 2013.

Excluding discrete items, the effective tax rates for the quarter and nine months ended June 30, 2014 were a provision of 27.0% and benefit of 26.3%, respectively, compared to provisions of 73.1% and 79.4% in the comparable prior year periods, respectively.


In January 2013, Ames announced its intention to close certain manufacturing facilities and consolidate affected operations primarily into its Camp Hill and Carlisle, PA locations. The intended actions, to be completed by the end of calendar 2014, will improve manufacturing and distribution efficiencies, allow for in-sourcing of certain production currently performed by third party suppliers, and improve material flow and absorption of fixed costs. Management estimates that, upon completion, these actions will result in annual cash savings exceeding $10 million, based on current operating levels.

Ames anticipates incurring pre-tax restructuring and related exit costs approximating $8.0 million, comprised of cash charges of $4.0 million and non-cash, asset-related charges of $4.0 million. Cash charges will include $2.5 million for personnel-related costs and $1.5 million for facility exit costs. Ames expects $20 million in capital expenditures in connection with this initiative and, to date, has incurred $7.9 million and $15.7 million in restructuring costs and capital expenditures, respectively.

In the third quarter of 2014 and 2013, HBP recognized $0.4 million and $0.9 million, respectively, in restructuring and other related exit costs; such charges primarily related to one-time termination benefits, facility and other personnel costs, and asset impairment charges related to the Ames plant consolidation initiatives. The 2013 period also included charges related to a CBP plant consolidation.

In February 2013, Plastics undertook a restructuring project, primarily in Europe, to exit low margin business and to eliminate approximately 80 positions, resulting in restructuring charges of $4.8 million, primarily related to one-time termination benefits and other personnel costs. The project was completed in 2013.

Balance Sheet and Capital Expenditures

At June 30, 2014, the Company had cash and equivalents of $87 million, total debt outstanding of $809 million, net of discounts, and $180 million available for borrowing under its revolving credit facility. Capital expenditures were $20.0 million in the current quarter.

Stock Repurchases

In the third quarter of 2014, Griffon purchased 750,000 shares of common stock under Board authorized programs, for a total of $8.8 million, or $11.71 per share. Since the resumption of share repurchases in 2011, through June 30, 2014, Griffon has repurchased 10.9 million shares of common stock, for a total of $115 million, or $10.60 per share, inclusive of the $50 million repurchase from an affiliate of Goldman Sachs in December 2013. At June 30, 2014, $45.7 million remained available for repurchases of common stock under Board authorized share purchase programs.

Conference Call Information

The Company will hold a conference call today, July 30, 2014, at 4:30 PM ET.

The call can be accessed by dialing 1-888-708-5710 (U.S. participants) or 1-913-312-0402 (International participants). Callers should ask to be connected to the Griffon Corporation teleconference.

A replay of the call will be available starting on July 30, 2014 at 7:30 PM ET by dialing 1-877-870-5176 (U.S.) or 1-858-384-5517 (International), and entering the conference ID number: 1158367. The replay will be available through August 13, 2014.

Forward-looking Statements

“Safe Harbor” Statements under the Private Securities Litigation Reform Act of 1995: All statements related to, among other things, income, earnings, cash flows, revenue, changes in operations, operating improvements, industries in which Griffon Corporation (the “Company” or “Griffon”) operates and the United States and global economies that are not historical are hereby identified as “forward-looking statements” and may be indicated by words or phrases such as “anticipates,” “supports,” “plans,” “projects,” “expects,” “believes,” “should,” “would,” “could,” “hope,” “forecast,” “management is of the opinion,” “may,” “will,” “estimates,” “intends,” “explores,” “opportunities,” the negative of these expressions, use of the future tense and similar words or phrases. Such forward-looking statements are subject to inherent risks and uncertainties that could cause actual results to differ materially from those expressed in any forward-looking statements. These risks and uncertainties include, among others: current economic conditions and uncertainties in the housing, credit and capital markets; the Company’s ability to achieve expected savings from cost control, 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’s operating companies; the ability of Griffon’s operating companies to expand into new geographic and product markets and to anticipate and meet customer demands for new products and product enhancements and innovations; reduced military spending by the government on projects for which Griffon’s Telephonics Corporation supplies products, including as a result of sequestration at such time as the budgetary cuts mandated by sequestration begin to take effect; increases in the cost of raw materials such as resin and steel; changes in customer demand; the potential impact of seasonal variations and uncertain weather patterns on certain of Griffon’s businesses; political events that could impact the worldwide economy; a downgrade in the Company’s credit ratings; changes in international economic conditions including interest rate and currency exchange fluctuations; the reliance by certain of Griffon’s businesses on particular third party suppliers and manufacturers to meet customer demands; the relative mix of products and services offered by Griffon’s businesses, which could impact margins and operating efficiencies; short-term capacity constraints or prolonged excess capacity; unforeseen developments in contingencies, such as litigation; unfavorable results of government agency contract audits of Telephonics Corporation; Griffon’s ability to adequately protect and maintain the validity of patent and other intellectual property rights; the cyclical nature of the businesses of certain Griffon’s operating companies; and possible terrorist threats and actions and their impact on the global economy. 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. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

About Griffon Corporation

Griffon Corporation is a diversified management and holding company that conducts business through wholly owned subsidiaries. Griffon oversees the operations of its subsidiaries, allocates resources among them and manages their capital structures. Griffon provides direction and assistance to its subsidiaries in connection with acquisition and growth opportunities as well as in connection with divestitures. In order to further diversify, Griffon also seeks out, evaluates and, when appropriate, will acquire additional businesses that offer potentially attractive returns on capital.

Griffon currently conducts its operations through three segments:

  • Home & Building Products consists of two companies, The Ames Companies, Inc. (“Ames”) and Clopay Building Products Company, Inc. (“CBP”):
    • Ames is a global provider of non-powered landscaping products that make work easier for homeowners and professionals.
    • CBP is a leading manufacturer and marketer of residential, commercial and industrial garage doors to professional installing dealers and major home center retail chains.
  • Telephonics Corporation designs, develops and manufactures high-technology, integrated information, communication and sensor system solutions for use in military and commercial markets worldwide.
  • Clopay Plastic Products Company, Inc. is an international leader in the development and production of embossed, laminated and printed specialty plastic films used in a variety of hygienic, health-care and industrial applications.

For more information on Griffon and its operating subsidiaries, please see the Company’s website at www.griffoncorp.com.

Griffon evaluates performance and allocates resources based on each segment's operating results before interest income and expense, income taxes, depreciation and amortization, unallocated amounts (mainly corporate overhead), restructuring charges, acquisition-related expenses, and gains (losses) from pension settlement and debt extinguishment, as applicable ("Segment adjusted EBITDA"). Griffon believes this information is useful to investors.

The following table provides a reconciliation of Segment adjusted EBTIDA to Income (loss) before taxes:

(in thousands)
For the Three Months For the Nine Months
Ended June 30, Ended June 30,
REVENUE   2014   2013 2014   2013
Home & Building Products:
Ames $ 132,179 $ 128,332 $ 389,492 $ 341,878
CBP 121,814   112,285   334,494   314,651  
Home & Building Products 253,993 240,617 723,986 656,529
Telephonics 102,446 129,997 302,656 347,678
Plastics 148,600   139,212   439,542   418,111  
Total consolidated net sales $ 505,039   $ 509,826   $ 1,466,184   $ 1,422,318  
Segment adjusted EBITDA:
Home & Building Products $ 19,596 $ 21,478 $ 55,787 $ 56,272
Telephonics 15,087 13,146 40,018 45,015
Plastics 14,922   12,161   43,881   33,832  
Total Segment adjusted EBITDA 49,605 46,785 139,686 135,119
Net interest expense (11,541 ) (13,137 ) (37,003 ) (39,125 )
Segment depreciation and amortization (16,691 ) (17,639 ) (49,723 ) (52,467 )
Unallocated amounts (6,521 ) (6,573 ) (22,895 ) (22,140 )
Loss from debt extinguishment, net (38,890 )
Restructuring charges (358 ) (1,604 ) (1,892 ) (12,048 )
Acquisition costs (1,600 ) (2,398 )
Loss on pension settlement       (2,142 )
Income (loss) before taxes $ 12,894   $ 7,832   $ (13,115 ) $ 7,197  

The following is a reconciliation of each segment's operating results to Segment adjusted EBITDA:

(in thousands)
Three Months Ended June 30, Nine Months Ended June 30,
    2014   2013 2014   2013
Home & Building Products
Segment operating profit $ 9,747 $ 11,549 $ 27,958 $ 22,655
Depreciation and amortization 7,891 9,075 23,539 27,092
Restructuring charges 358 854 1,892 6,525
Acquisition costs 1,600     2,398    
Segment adjusted EBITDA 19,596 21,478 55,787 56,272
Segment operating profit 13,134 10,592 34,463 38,990
Depreciation and amortization 1,953 1,804 5,555 5,275
Restructuring charges   750     750  
Segment adjusted EBITDA 15,087 13,146 40,018 45,015
Clopay Plastic Products
Segment operating profit 8,075 5,401 23,252 8,959
Depreciation and amortization 6,847 6,760 20,629 20,100
Restructuring charges       4,773  
Segment adjusted EBITDA 14,922 12,161 43,881 33,832
All segments:
Income from operations - as reported 21,814 20,362 58,468 44,807
Unallocated amounts 6,521 6,573 22,895 22,140
Other, net 2,621 607 4,310 1,515
Loss on pension settlement       2,142  
Segment operating profit 30,956 27,542 85,673 70,604
Depreciation and amortization 16,691 17,639 49,723 52,467
Restructuring charges 358 1,604 1,892 12,048
Acquisition costs 1,600     2,398    
Segment adjusted EBITDA $ 49,605   $ 46,785   $ 139,686   $ 135,119  

Unallocated amounts typically include general corporate expenses not attributable to any reportable segment.

(in thousands, except per share data)
Three Months Ended June 30, Nine Months Ended June 30,
2014   2013 2014   2013
Revenue $ 505,039 $ 509,826 $ 1,466,184 $ 1,422,318
Cost of goods and services 386,732   401,515   1,132,387   1,110,840  
Gross profit 118,307 108,311 333,797 311,478
Selling, general and administrative expenses 96,135 86,345 273,437 254,623
Restructuring and other related charges 358   1,604   1,892   12,048  
Total operating expenses 96,493 87,949 275,329 266,671
Income from operations 21,814 20,362 58,468 44,807
Other income (expense)
Interest expense (11,661 ) (13,279 ) (37,184 ) (39,446 )
Interest income 120 142 181 321
Loss from debt extinguishment, net (38,890 )
Other, net 2,621   607   4,310   1,515  
Total other expense, net (8,920 ) (12,530 ) (71,583 ) (37,610 )
Income (loss) before taxes 12,894 7,832 (13,115 ) 7,197
Provision (benefit) for income taxes (1,570 ) 4,229   (4,990 ) 3,855  
Net income (loss) $ 14,464   $ 3,603   $ (8,125 ) $ 3,342  
Basic income (loss) per common share $ 0.30   $ 0.07   $ (0.16 ) $ 0.06  
Weighted-average shares outstanding 48,370   54,265   50,038   54,588  
Diluted income (loss) per common share $ 0.29   $ 0.06   $ (0.16 ) $ 0.06  
Weighted-average shares outstanding 49,836   56,204   50,038   56,735  
Net income (loss) $ 14,464 $ 3,603 $ (8,125 ) $ 3,342
Other comprehensive income (loss), net of taxes:
Foreign currency translation adjustments 2,809 (7,884 ) 896 (10,805 )
Pension and other post retirement plans 317 490 1,732 4,839
Gain (loss) on cash flow hedge   (158 )   13  
Total other comprehensive income (loss), net of taxes 3,126   (7,552 ) 2,628   (5,953 )
Comprehensive income (loss), net $ 17,590   $ (3,949 ) $ (5,497 ) $ (2,611 )
(in thousands)
At June 30, 2014

At September 30,


Cash and equivalents $ 87,437 $ 178,130
Accounts receivable, net of allowances of $7,176 and $6,136 269,669 256,215

Contract costs and recognized income not yet billed, net of progress

payments of $16,985 and $6,941

104,877 109,828
Inventories, net 278,462 230,120
Prepaid and other current assets 74,290 48,903
Assets of discontinued operations 1,209   1,214
Total Current Assets 815,944 824,410
PROPERTY, PLANT AND EQUIPMENT, net 365,376 353,593
GOODWILL 381,315 357,730
INTANGIBLE ASSETS, net 235,092 221,391
OTHER ASSETS 30,491 28,580
Total Assets $ 1,831,250   $ 1,788,779
Notes payable and current portion of long-term debt $ 11,886 $ 10,768
Accounts payable 181,052 163,610
Accrued liabilities 103,721 106,743
Liabilities of discontinued operations 2,959   3,288
Total Current Liabilities 299,618 284,409
LONG-TERM DEBT, net of debt discount of $10,532 and $13,246 797,180 678,487
OTHER LIABILITIES 162,103 170,675
Total Liabilities 1,262,909 1,138,315


Total Shareholders’ Equity 568,341   650,464
Total Liabilities and Shareholders’ Equity $ 1,831,250   $ 1,788,779
(in thousands)
Nine Months Ended June 30,
2014     2013
Net income (loss) $ (8,125 ) $ 3,342

Adjustments to reconcile net income (loss) to net cash provided by

operating activities:

Depreciation and amortization 50,027 52,787
Stock-based compensation 8,133 9,327
Asset impairment charges - restructuring 191 3,122
Provision for losses on accounts receivable 420 824
Amortization of deferred financing costs and debt discounts 4,789 4,651
Loss from debt extinguishment, net 38,890
Deferred income taxes (314 ) (897 )
(Gain) loss on sale/disposal of assets 78 (788 )
Change in assets and liabilities, net of assets and liabilities acquired:

(Increase) decrease in accounts receivable and contract costs and

recognized income not yet billed

7,443 (81,381 )
(Increase) decrease in inventories (33,195 ) 36,588
(Increase) decrease in prepaid and other assets (3,439 ) 2,890

Increase (decrease) in accounts payable, accrued liabilities and

income taxes payable

(15,754 ) (28,767 )
Other changes, net 712   856  
Net cash provided by operating activities 49,856 2,554
Acquisition of property, plant and equipment (54,859 ) (45,886 )
Acquired businesses, net of cash acquired (62,306 )
Proceeds from sale of assets 491 1,326
Investment purchases (8,402 )  
Net cash used in investing activities (125,076 ) (44,560 )
Proceeds from issuance of common stock 584
Dividends paid (4,841 ) (4,384 )
Purchase of shares for treasury (72,518 ) (25,689 )
Proceeds from long-term debt 682,913 303
Payments of long-term debt (602,134 ) (12,842 )
Change in short-term borrowings 3,138 2,408
Financing costs (10,928 ) (759 )
Purchase of ESOP shares (10,000 )
Tax benefit from exercise/vesting of equity awards, net 273 150
Other, net 194   261  
Net cash used in financing activities (13,319 ) (40,552 )
Net cash used in operating activities (1,018 ) (486 )
Net cash used in discontinued operations (1,018 ) (486 )
Effect of exchange rate changes on cash and equivalents (1,136 ) (506 )

Griffon evaluates performance based on Earnings (loss) per share and Net income (loss) excluding restructuring charges, acquisition-related expenses, gains (losses) from pension settlement and debt extinguishment, and discrete tax items, as applicable. Griffon believes this information is useful to investors. The following table provides a reconciliation of Net income (loss) to adjusted net income and earnings (loss) per share to Adjusted earnings per share:



(in thousands, except per share data)
For the Three Months For the Nine Months
Ended June 30, Ended June 30,
2014   2013 2014   2013
Net income (loss) $ 14,464 $ 3,603 $ (8,125 ) $ 3,342
Adjusting items, net of tax:
Loss from debt extinguishment, net 24,964
Restructuring charges 222 994 1,173 7,502
Acquisition costs 992 1,487
Loss on pension settlement 1,392
Extinguishment impact on period tax rate (a) (4,357 ) 1,491
Discrete tax benefits (1,860 ) (1,495 ) (1,540 ) (1,859 )
Adjusted net income $ 9,461   $ 3,102   $ 19,450   $ 10,377  
Diluted income (loss) per common share $ 0.29 $ 0.06 (0.16 ) $ 0.06
Adjusting items, net of tax:
Loss from debt extinguishment, net 0.50
Restructuring charges 0.02 0.02 0.13
Acquisition costs 0.02 0.03
Loss on pension settlement 0.02
Extinguishment impact on period tax rate (a) (0.09 ) 0.03
Discrete tax benefits (0.04 ) (0.03 ) (0.03 ) (0.03 )
Adjusted earnings per common share $ 0.19   $ 0.06   0.39   $ 0.18  
Weighted-average shares outstanding (in thousands) 49,836   56,204   50,038   56,735  
a)   Prior to refinancing the debt and resultant loss on debt extinguishment, the Company anticipated its full year 2014 effective tax rate to approximate 40%. As a result of the loss from debt extinguishment, the Company anticipates it will now incur a pretax loss for the full year 2014, and recognize a corresponding tax benefit at an effective rate approximating 23.1%. In the current quarter, the impact of debt extinguishment on the full year effective tax rate was estimated to be a benefit of $4,357 or $0.09 per share, and for the nine months ending June 30, 2014 a provision of $1,491 or $0.03 per share.

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