Unassociated Document


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): August 6, 2009

GRIFFON CORPORATION
(Exact Name of Registrant as Specified in Charter)


Delaware
1-6620
11-1893410
(State or Other Jurisdiction
(Commission
(I.R.S. Employer
of Incorporation)
File Number)
Identification Number)
     
     
100 Jericho Quadrangle
 
Jericho, New York
11753
 (Address of Principal Executive Offices)
(Zip Code)

(516) 938-5544
(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

Item 2.02.
Results of Operations and Financial Condition.

On August 6, 2009, Griffon Corporation (the “Registrant”) issued a press release announcing the Registrant’s financial results for the third fiscal quarter ended June 30, 2009.  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 6, 2009

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.

 
 

 


SIGNATURES

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


 
GRIFFON CORPORATION
     
     
 
By:
/s/ Patrick L. Alesia
   
Patrick L. Alesia
   
Chief Financial Officer


Date:   August 6, 2009

 
 

 

Exhibit Index


99.1           Press release, dated August 6, 2009
 
 
 

 

 
Unassociated Document


Contact: Patrick L. Alesia
Chief Financial Officer
(516) 938-5544

Griffon Corporation Announces Third Quarter Operating Results

● Segment adjusted EBITDA of $25.8 million
● Continuing Operations Diluted EPS of $0.12


JERICHO, NEW YORK, August 6, 2009 – Griffon Corporation (NYSE:GFF) today reported operating results for the third quarter ended June 30, 2009.

Third Quarter of Fiscal 2009

Net sales from continuing operations for the third quarter of fiscal 2009 were $287.4 million, compared to $322.3 million in the third quarter of fiscal 2008. Income from continuing operations for the third quarter was $6.9 million, or $0.12 per diluted share, compared to $9.4 million, or $0.29 per diluted share, last year. Income from discontinued operations for the third quarter was essentially nil, compared to a loss of $19.2 million, or $0.59 per diluted share, last year. Net income for the quarter was $6.9 million, or $0.12 per diluted share, compared to a loss of $9.8 million, or $0.30 per diluted share, last year.

The Company’s segment adjusted EBITDA for the third quarter of 2009 was $25.8 million compared to $27.9 million in 2008. Segment adjusted EBITDA is defined as operating income excluding corporate overhead, interest, taxes, depreciation and amortization, restructuring charges and the impact of debt extinguishment.

As a result of the downturn in the residential housing market, in fiscal 2008 the Company exited substantially all of the operating activities of its former Installation Services segment. Operating results of substantially all of the Installation Services segment have been reported as discontinued operations in the condensed consolidated financial statements for all periods presented herein, and the Installation Services segment is excluded from segment reporting. The Company substantially concluded its disposal of the Installation Services segment in the second quarter of fiscal 2009.

As announced in June 2009, the Company plans to consolidate facilities in its Clopay Building Products segment, which is scheduled to be completed in early 2011. The consolidation is expected to produce annual cost savings of approximately $10 million.  The Company estimates that it will incur pre-tax exit and restructuring costs of approximately $12 million, substantially all of which will be cash charges.  In addition, the Company expects to invest approximately $11 million in capital expenditures in order to effectuate the restructuring plan.  These charges and expenditures will occur primarily in fiscal 2010 and 2011.

In addition to organic growth, part of the Company's overall growth strategy calls for the Company to pursue acquisition and investment opportunities, both within its existing segments and outside of those segments.  We regularly examine and explore such opportunities.

 
 

 

Telephonics

For the quarter ended June 30, 2009, Telephonics generated sales of $94.1 million, a 7% increase from the third quarter of fiscal 2008.

The sales increase was primarily attributable to homeland defense and border patrol projects. Segment operating profit increased $0.7 million, or 8%, compared to last year due to a favorable product mix partially offset by increased operating expenses related to research and development and additional administrative expenses to support sales growth.

Clopay Building Products

For the quarter ended June 30, 2009, Clopay Building Products generated sales of $98.5 million, a 13% decrease from the third quarter of fiscal 2008. Garage Door sales continued to be impacted by weakness in the residential housing and credit markets.

The sales decline was principally due to reduced unit volume, offset partially by product mix.

Segment operating profit decreased $1.6 million compared to last year, primarily as a result of reduced sales volume and the associated plant absorption loss, partially offset by ongoing cost reduction efforts.

Clopay Plastic Products

For the quarter ended June 30, 2009, Clopay Plastic Products generated sales of $94.8 million, a 22% decrease from the third quarter of fiscal 2008.

The lower sales were principally due to lower volume in our European business, foreign exchange translation and the pass through of lower resin costs. Segment operating profit decreased $0.7 million, or 13%.  The 50 basis point margin increase benefited from cost containment efforts, which were partially offset by the impact of lower volume.

Balance Sheet and Capital Expenditures
 
Through a September 2008 common stock rights offering and investment by GS Direct, L.L.C., an affiliate of Goldman Sachs, the Company substantially strengthened its balance sheet by raising an aggregate of $248.6 million in gross proceeds. The Company intends to use the proceeds for general corporate purposes and to fund acquisition and investment opportunities.

The Company’s total cash and equivalents balance at June 30, 2009 was $289.6 million. Total debt outstanding at June 30, 2009 was $179.8 million, including $79.4 million of convertible notes. Capital expenditures for the third quarter were $8.5 million.

In April 2009, the Company purchased $15.1 million face value of the convertible notes from certain noteholders for $14.3 million. The Company recorded a third quarter pre-tax gain of approximately $0.6 million from debt extinguishment, net of a proportionate reduction in the related deferred financing costs.

 
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Conference Call Information

The Company will hold a conference call to discuss its results today, August 6, 2009, at 4:30 PM ET. The conference call can be accessed by dialing (800) 322-9079 (U.S. participants) or (973) 582-2717 (International participants). Callers should ask to be connected to Griffon Corporation’s third quarter fiscal 2009 teleconference and provide the conference ID number 22569921. A replay of the call will be available from August 6, 2009 at 7:30 PM ET by dialing (800) 642-1687 (U.S.) or (706) 645-9291 (International). The replay access code is 22569921. The replay will be available through August 20, 2009.

Forward-looking Statements

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: All statements other than statements of historical fact included in this release, including without limitation statements regarding the Company’s financial position, business strategy and the plans and objectives of the Company’s management for future operations, are forward-looking statements. When used in this release, words such as “anticipate”, “believe”, “estimate”, “expect”, “intend”, and similar expressions, as they relate to the Company or its management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of the Company’s management, as well as assumptions made by and information currently available to the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including but not limited to, business, financial market and economic conditions, including, but not limited to, the credit market, the housing market, results of integrating acquired businesses into existing operations, the results of the Company’s restructuring and disposal efforts, competitive factors and pricing pressures for resin and steel, and capacity and supply constraints. Such statements reflect the views of the Company with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to the operations, results of operations, growth strategy and liquidity of the Company as previously disclosed in the Company’s SEC filings. Readers are cautioned not to place undue reliance on these forward-looking statements. The Company does not undertake to release publicly any revisions to these forward-looking statements to reflect future events or circumstances or to reflect the occurrence of unanticipated events.

About Griffon Corporation

Griffon Corporation, headquartered in Jericho, New York, is a diversified holding company consisting of three distinct business segments: Telephonics Corporation, Clopay Building Products Company and Clopay Plastic Products Company.

 
·
Telephonics’ high-technology engineering and manufacturing capabilities provide integrated information, communication and sensor system solutions to military and commercial markets worldwide.

 
·
Clopay Building Products is a leading manufacturer and marketer of residential, commercial and industrial garage doors to professional installing dealers and major home center retail chains.

 
·
Clopay Plastic Products 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 markets.

For more information on the Company and its operating subsidiaries, please see the Company's website at www.griffoncorp.com.
 
3

PRELIMINARY
 
GRIFFON CORPORATION AND SUBSIDIARIES
 
OPERATING HIGHLIGHTS
 
(Unaudited)
 
 
(in thousands)
 
Three months ended June 30,
   
Nine Months Ended June 30,
 
     
2009
   
2008
   
2009
   
2008
 
NET SALES
                       
 
Telephonics
  $ 94,126     $ 88,251     $ 271,520     $ 262,508  
 
Clopay Building Products
    98,497       112,869       286,566       310,912  
 
Clopay Plastic Products
    94,762       121,147       307,720       342,220  
Total consolidated net sales
  $ 287,385     $ 322,267     $ 865,806     $ 915,640  
                                   
INCOME (LOSS) FROM CONTINUING OPERATIONS
                               
Segment operating profit (loss):
                               
 
Telephonics
  $ 9,908     $ 9,173     $ 23,538     $ 21,795  
 
Clopay Building Products
    639       2,252       (15,595 )     (8,069 )
 
Clopay Plastic Products
    4,780       5,506       16,894       15,856  
Total segment operating profit
    15,327       16,931       24,837       29,582  
Unallocated amounts
    (6,281 )     (5,335 )     (15,489 )     (15,692 )
Gain from debt extinguishment, net
    646       -       7,360       -  
Net interest expense
    (1,814 )     (2,312 )     (6,780 )     (7,466 )
Income from continuing operations before provision
                               
for income taxes and discontinued operations
  $ 7,878     $ 9,284     $ 9,928     $ 6,424  
 
Unallocated amounts typically include general corporate expenses not attributable to any reportable segment.

 
4

 

PRELIMINARY
 
GRIFFON CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(Unaudited)
 
   
Three Months Ended June 30,
   
Nine Months Ended June 30,
 
   
2009
   
2008
   
2009
   
2008
 
Net sales
  $ 287,385     $ 322,267     $ 865,806     $ 915,640  
Cost of sales
    221,099       248,887       686,588       720,052  
Gross profit
    66,286       73,380       179,218       195,588  
                                 
Selling and administrative expenses
    58,376       62,550       170,449       181,651  
Restructuring and other related charges
    38       180       38       2,572  
Total operating expenses
    58,414       62,730       170,487       184,223  
                                 
Income from operations
    7,872       10,650       8,731       11,365  
                                 
Other income (expense)
                               
Interest expense
    (2,157 )     (2,588 )     (7,790 )     (9,222 )
Interest income
    343       276       1,010       1,756  
Gain from debt extinguishment, net
    646       -       7,360       -  
Other, net
    1,174       946       617       2,525  
Total other income (expense)
    6       (1,366 )     1,197       (4,941 )
                                 
Income before taxes and discontinued operations
    7,878       9,284       9,928       6,424  
Provision (benefit) for income taxes
    986       (72 )     268       (325 )
Income before discontinued operations
    6,892       9,356       9,660       6,749  
                                 
Discontinued operations:
                               
Income (loss) from operations of the discontinued Installation Services business
    4       (28,113 )     1,055       (52,336 )
Provision (benefit) for income taxes
    (45 )     (8,957 )     354       (13,063 )
Income (loss) from discontinued operations
    49       (19,156 )     701       (39,273 )
Net Income (loss)
  $ 6,941     $ (9,800 )   $ 10,361     $ (32,524 )
                                 
                                 
Basic earnings (loss) per common share:
                               
Income from continuing operations
  $ 0.12     $ 0.29     $ 0.17     $ 0.21  
Income (loss) from discontinued operations
    0.00       (0.59 )     0.01       (1.21 )
Net income (loss)
    0.12       (0.30 )     0.18       (1.00 )
                                 
Weighted-average shares outstanding
    58,700       32,490       58,673       32,485  
                                 
Diluted earnings (loss) per common share:
                               
Income from continuing operations
  $ 0.12     $ 0.29     $ 0.17     $ 0.21  
Income (loss) from discontinued operations
    0.00       (0.59 )     0.01       (1.21 )
Net income (loss)
    0.12       (0.30 )     0.18       (1.00 )
                                 
Weighted-average shares outstanding
    59,097       32,689       58,862       32,657  

 
5

 
 
PRELIMINARY
 
GRIFFON CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(Unaudited)
 
 
   
At June 30, 2009
   
At September 30, 2008
 
             
CURRENT ASSETS
           
Cash and equivalents
  $ 289,563     $ 311,921  
Accounts receivable, net of allowances of $5,012 and $5,609
 
  153,799       163,586  
Contract costs and recognized income not yet billed
    62,972       69,001  
Inventories, net
    150,333       167,158  
Prepaid and other current assets
    36,030       52,430  
Assets of discontinued operations
    4,384       9,495  
Total Current Assets
    697,081       773,591  
PROPERTY, PLANT AND EQUIPMENT, net
    230,867       239,003  
GOODWILL
    93,094       93,782  
INTANGIBLE ASSETS, net
    32,949       34,777  
OTHER ASSETS
    24,276       22,067  
ASSETS OF DISCONTINUED OPERATIONS
    9,011       8,346  
Total Assets
  $ 1,087,278     $ 1,171,566  
                 
CURRENT LIABILITIES
               
Notes payable and current portion of long-term debt
  $ 2,084     $ 2,258  
Accounts payable
    99,515       129,823  
Accrued liabilities
    63,167       64,450  
Liabilities of discontinued operations
    5,252       14,917  
Total Current Liabilities
    170,018       211,448  
LONG-TERM DEBT
    177,739       230,930  
OTHER LIABILITIES
    61,552       59,460  
LIABILITIES OF DISCONTINUED OPERATIONS
    9,096       10,048  
Total Liabilities
    418,405       511,886  
COMMITMENTS AND CONTINGENCIES
               
                 
SHAREHOLDERS' EQUITY
               
Total Shareholders' Equity
    668,873       659,680  
Total Liabilities and Shareholders' Equity
  $ 1,087,278     $ 1,171,566  

 
6

 

PRELIMINARY
 
GRIFFON CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (in thousands)
(Unaudited)
 
   
Nine Months Ended June 30,
 
   
2009
   
2008
 
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net income (loss)
  $ 10,361     $ (32,524 )
                 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
               
                 
Loss (income) from discontinued operations
    (701 )     39,273  
Depreciation and amortization
    31,404       31,602  
Stock-based compensation
    3,042       2,012  
Provision for losses on account receivable
    646       447  
Amortization/write-off of deferred financing costs
    1,426       1,118  
Gain from debt extinguishment, net
    (7,360 )     -  
Deferred income taxes
    (548 )     874  
Change in assets and liabilities:
               
Decrease in accounts receivable and contract costs and recognized income not yet billed
    14,785       17,650  
Decrease (increase) in inventories
    16,412       (18,746 )
Decrease (increase) in prepaid and other assets
    14,647       (18,231 )
Increase (decrease) in accounts payable, accrued liabilities and income taxes payable
    (42,299 )     29,327  
Other changes, net
    511       (3,260 )
      31,965       82,066  
Net cash provided by operating activities
    42,326       49,542  
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Acquisition of property, plant and equipment
    (20,563 )     (49,101 )
Acquired businesses
    -       (1,829 )
Proceeds from sale of investment
    -       1,000  
Decrease (increase) in equipment lease deposits
    (330 )     3,235  
Net cash used in investing activities
    (20,893 )     (46,695 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
Proceeds from issuance of shares from rights offering
    7,257       -  
Purchase of shares for treasury
    -       (579 )
Proceeds from issuance of long-term debt
    10,879       84,600  
Payments of long-term debt
    (56,191 )     (82,130 )
Decrease in short-term borrowings
    (796 )     (896 )
Financing costs
    (559 )     (2,779 )
Purchase of ESOP shares
    (4,370 )     -  
Tax benefit from vesting of restricted stock
    -       909  
Other, net
    465       (879 )
Net cash used in financing activities
    (43,315 )     (1,754 )
                 
CASH FLOWS FROM DISCONTINUED OPERATIONS:
               
Net cash used in discontinued operations
    (1,111 )     (3,842 )
Net cash provided by investing activities
    -       3,928  
Net cash provided by (used in) discontinued operations
    (1,111 )     86  
                 
Effect of exchange rate changes on cash and cash equivalents
    635       1,113  
                 
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    (22,358 )     2,292  
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
    311,921       44,747  
CASH AND CASH EQUIVALENTS AT END OF PERIOD
  $ 289,563     $ 47,039  
 
7

 
PRELIMINARY

The following is a reconciliation of operating income, which is a GAAP measure of our operating results, to segment operating income and segment adjusted EBITDA. Management believes that the presentation of segment operating income and segment adjusted EBITDA is appropriate to provide additional information about the Company’s reportable segments. Segment operating income and segment adjusted EBITDA are not presentations made in accordance with GAAP, are not measures of financial performance or condition, liquidity or profitability of the Company, and should not be considered as an alternative to (1) net income, operating income or any other performance measures determined in accordance with GAAP or (2) operating cash flows determined in accordance with GAAP. Additionally, segment operating income and segment adjusted EBITDA are not intended to be measures of free cash flow for management’s discretionary use, as they do not consider certain cash requirements such as interest payments, tax payments, capital expenditures and debt service requirements.
 
GRIFFON CORPORATION AND SUBSIDIARIES
 
RECONCILIATION OF NON-GAAP MEASURES
 
SEGMENT ADJUSTED EBITDA - BY REPORTABLE SEGMENT
 
(Unaudited)
 
                             
(in thousands)
 
Three months ended June 30,
   
Nine Months Ended June 30,
 
       
2009
   
2008
   
2009
   
2008
 
                             
Telephonics
                       
 
Segment operating income
  $ 9,908     $ 9,173     $ 23,538     $ 21,795  
   
Depreciation and amortization
    1,620       1,712       4,650       4,630  
 
Segment adjusted EBITDA
    11,528       10,885       28,188       26,425  
                                     
Clopay Building Products
                               
 
Segment operating income (loss)
    639       2,252       (15,595 )     (8,069 )
   
Depreciation and amortization
    3,546       3,331       10,032       9,811  
   
Restructuring charges
    38       180       38       2,572  
 
Segment adjusted EBITDA
    4,223       5,763       (5,525 )     4,314  
                                     
Clopay Plastic Products
                               
 
Segment operating income
    4,780       5,506       16,894       15,856  
   
Depreciation and amortization
    5,239       5,770       16,248       16,940  
 
Segment adjusted EBITDA
    10,019       11,276       33,142       32,796  
                                     
All segments:
                               
 
Income from operations - as reported
    7,872       10,650       8,731       11,365  
   
Unallocated amounts
    6,281       5,335       15,489       15,692  
   
Other, net
    1,174       946       617       2,525  
 
Segment operating income
    15,327       16,931       24,837       29,582  
   
Depreciation and amortization
    10,405       10,813       30,930       31,381  
   
Restructuring charges
    38       180       38       2,572  
 
Segment adjusted EBITDA
  $ 25,770     $ 27,924     $ 55,805     $ 63,535  
 
Unallocated amounts typically include general corporate expenses not attributable to any reportable segment.

 
8