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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q --------- ( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2001 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ------- ------- Commission File Number: 1-6620 GRIFFON CORPORATION ---------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 11-1893410 - ------------------------------- ---------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 100 JERICHO QUADRANGLE, JERICHO, NEW YORK 11753 - ----------------------------------------- -------- (Address of principal executive offices) (Zip Code) (516) 938-5544 -------------------------------------------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. X Yes No --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 29,741,157 shares of Common Stock as of July 31, 2001.

FORM 10-Q --------- CONTENTS -------- PAGE ---- PART I - FINANCIAL INFORMATION (Unaudited) --------------------- Condensed Consolidated Balance Sheets at June 30, 2001 and September 30, 2000........................................ 1 Condensed Consolidated Statements of Income for the Three Months and Nine Months Ended June 30, 2001 and 2000 .......... 3 Condensed Consolidated Statements of Cash Flows for the Nine Months Ended June 30, 2001 and 2000 ..................... 5 Notes to Condensed Consolidated Financial Statements.......... 6 Management's Discussion and Analysis of Financial Condition and Results of Operations........................... 10 Quantitative and Qualitative Disclosure about Market Risk..... 12 PART II - OTHER INFORMATION ----------------- Item 1: Legal Proceedings .................................... 13 Item 2: Changes in Securities ................................ 13 Item 3: Defaults upon Senior Securities ...................... 13 Item 4: Submission of Matters to a Vote of Security Holders... 13 Item 5: Other Information .................................... 13 Item 6: Exhibits and Reports on Form 8-K ..................... 13 Signature .................................................... 14

GRIFFON CORPORATION AND SUBSIDIARIES ------------------------------------ CONDENSED CONSOLIDATED BALANCE SHEETS ------------------------------------- June 30, September 30, 2001 2000 --------- ------------ (Unaudited) (Note 1) ASSETS - ------ CURRENT ASSETS: Cash and cash equivalents $ 43,509,000 $ 26,616,000 Accounts receivable, less allowance for doubtful accounts 128,507,000 144,259,000 Contract costs and recognized income not yet billed 61,397,000 77,513,000 Inventories (Note 2) 96,662,000 98,440,000 Prepaid expenses and other current assets 19,754,000 18,891,000 ------------ ------------ Total current assets 349,829,000 365,719,000 PROPERTY, PLANT AND EQUIPMENT at cost, less accumulated depreciation and amortization of $100,925,000 at June 30, 2001 and $87,533,000 at September 30, 2000 143,109,000 142,944,000 OTHER ASSETS 74,197,000 73,363,000 ------------ ------------ $567,135,000 $582,026,000 ============ ============ See notes to condensed consolidated financial statements. 1

GRIFFON CORPORATION AND SUBSIDIARIES ------------------------------------ CONDENSED CONSOLIDATED BALANCE SHEETS ------------------------------------- June 30, September 30, 2001 2000 --------- ------------ (Unaudited) (Note 1) LIABILITIES AND SHAREHOLDERS' EQUITY - ------------------------------------ CURRENT LIABILITIES: Accounts and notes payable $ 75,662,000 $ 90,435,000 Other current liabilities 82,673,000 83,621,000 ------------ ------------ Total current liabilities 158,335,000 174,056,000 ------------ ------------ LONG-TERM DEBT 109,213,000 125,916,000 ------------ ------------ MINORITY INTEREST AND OTHER 17,893,000 18,093,000 ------------ ------------ SHAREHOLDERS' EQUITY (Note 3): Preferred stock, par value $.25 per --- --- share, authorized 3,000,000 shares, no shares issued Common stock, par value $.25 per share, authorized 85,000,000 shares, issued 31,782,409 shares at June 30, 2001 and 31,749,199 shares at September 30, 2000; 2,068,002 shares in treasury at June 30, 2001 and September 30, 2000 7,946,000 7,937,000 Other shareholders' equity 273,748,000 256,024,000 ------------ ------------ Total shareholders' equity 281,694,000 263,961,000 ------------ ------------ $567,135,000 $582,026,000 ============ ============ See notes to condensed consolidated financial statements. 2

GRIFFON CORPORATION AND SUBSIDIARIES ------------------------------------ CONDENSED CONSOLIDATED STATEMENTS OF INCOME ------------------------------------------- (Unaudited) NINE MONTHS ENDED JUNE 30, -------------------------- 2001 2000 ---- ---- Net sales $841,768,000 $818,369,000 Cost of sales 623,332,000 611,688,000 ------------ ------------ Gross profit 218,436,000 206,681,000 Selling, general and administrative expenses 172,011,000 169,763,000 ------------ ------------ Income from operations (Note 5) 46,425,000 36,918,000 ------------ ------------ Other income (expense): Interest expense (9,217,000) (8,323,000) Interest income 1,602,000 784,000 Other, net (625,000) 69,000 ------------ ------------ (8,240,000) (7,470,000) ------------ ------------ Income before income taxes 38,185,000 29,448,000 Provision for income taxes 15,656,000 11,779,000 ------------ ------------ Income before minority interest and cumulative effect of a change in accounting principle 22,529,000 17,669,000 Minority interest (Note 4) (4,318,000) (386,000) ------------ ------------ Income before cumulative effect of a change in accounting principle 18,211,000 17,283,000 Cumulative effect of a change in accounting principle, net of income taxes (Note 4) --- (5,290,000) ------------ ------------ Net income $ 18,211,000 $ 11,993,000 ============ ============ Basic earnings per share of common stock (Note 3): Income before cumulative effect of a change in accounting principle $ .61 $ .57 Cumulative effect of a change in accounting principle --- (.17) ------------ ------------ $ .61 $ .40 ============ ============ Diluted earnings per share of common stock (Note 3): Income before cumulative effect of a change in accounting principle $ .60 $ .57 Cumulative effect of a change in accounting principle --- (.17) ------------ ------------ $ .60 $ .40 ============ ============ See notes to condensed consolidated financial statements. 4

GRIFFON CORPORATION AND SUBSIDIARIES ------------------------------------ CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS ----------------------------------------------- (Unaudited) NINE MONTHS ENDED JUNE 30, -------------------------- 2001 2000 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 18,211,000 $ 11,993,000 ------------ ------------ Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 18,270,000 17,499,000 Minority interest 4,318,000 386,000 Pension curtailment gain (3,156,000) --- Cumulative effect of a change in accounting principle --- 5,290,000 Provision for losses on accounts receivable 2,469,000 1,959,000 Change in assets and liabilities: (Increase) decrease in accounts receivable and contract costs and recognized income not yet billed 29,192,000 (19,486,000) (Increase) decrease in inventories 1,581,000 (8,960,000) Increase in prepaid expenses and other assets (2,274,000) (4,575,000) Increase (decrease) in accounts payable and accrued liabilities (1,131,000) 5,515,000 Other changes, net 5,016,000 2,554,000 ------------ ------------ Total adjustments 54,285,000 182,000 ------------ ------------ Net cash provided by operating activities 72,496,000 12,175,000 ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (19,560,000) (32,908,000) Acquired businesses --- (14,589,000) Decrease in equipment lease deposits 475,000 1,851,000 Other, net (244,000) 4,095,000 ------------ ------------ Net cash used in investing activities (19,329,000) (41,551,000) ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Purchase of treasury shares --- (4,385,000) Proceeds from issuance of long-term debt 1,406,000 44,625,000 Payments of long-term debt (28,665,000) (8,659,000) Increase (decrease) in short-term borrowings (4,260,000) 2,500,000 Other, net (4,755,000) (1,436,000) ------------ ------------ Net cash provided by (used in) financing activities (36,274,000) 32,645,000 ------------ ------------ NET INCREASE IN CASH AND CASH EQUIVALENTS 16,893,000 3,269,000 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 26,616,000 21,242,000 ------------ ------------ CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 43,509,000 $ 24,511,000 ============ ============ See notes to condensed consolidated financial statements. 5

GRIFFON CORPORATION AND SUBSIDIARIES ------------------------------------ NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ---------------------------------------------------- (Unaudited) (1) Basis of presentation - --------------------- The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three-month and nine-month periods ended June 30, 2001 are not necessarily indicative of the results that may be expected for the year ending September 30, 2001. The balance sheet at September 30, 2000 has been derived from the audited financial statements at that date. For further information, refer to the consolidated financial statements and footnotes thereto included in the company's annual report to shareholders for the year ended September 30, 2000. (2) Inventories - ----------- Inventories, stated at the lower of cost (first-in, first-out or average) or market, are comprised of the following: June 30, September 30, 2001 2000 -------- ------------- Finished goods......................... $49,068,000 $58,390,000 Work in process........................ 26,241,000 20,842,000 Raw materials and supplies............. 21,353,000 19,208,000 ------------ ------------ $96,662,000 $98,440,000 =========== =========== (3) Earnings per share (EPS) and 10 percent stock dividend - ------------------------------------------------------ Basic EPS is calculated by dividing income by the weighted average number of shares of common stock outstanding during the period. The weighted average number of shares of common stock used in determining basic EPS was 30,006,000 and 29,977,000 for the three months ended June 30, 2001 and 2000, respectively and 29,989,000 and 30,151,000 for the nine months ended June 30, 2001 and 2000, respectively. Diluted EPS is calculated by dividing income by the weighted average number of shares of common stock outstanding plus additional common shares that could be issued in connection with potentially dilutive securities. The weighted average number of shares of common stock used in determining diluted EPS was 30,459,000 and 30,173,000 for the three months ended June 30, 2001 and 2000, respectively and 30,251,000 and 30,330,000 for the nine months ended June 30, 2001 and 2000, respectively, and reflects additional shares in connection with stock option and other stock-based compensation plans. 6

Options to purchase approximately 2,996,000 and 5,597,000 shares of common stock were not included in the computations of diluted earnings per share for the three months ended June 30, 2001 and 2000, respectively, and options to purchase approximately 3,460,000 and 4,180,000 shares of common stock were not included in the computation of diluted earnings per share for the nine months ended June 30, 2001 and 2000, respectively, because the effects would have been antidilutive. On August 6, 2001 the company's Board of Directors authorized a 10 percent common stock dividend payable on September 4, 2001 to holders of record on August 20, 2001. After giving retroactive effect to the stock dividend, proforma basic and diluted earnings per share would be as follows: Three Months Ended June 30, Nine Months Ended June 30, -------------------------- ------------------------- 2001 2000 2001 2000 ---- ---- ---- ---- Income before cumulative effect of a change in accounting principle $ .23 $ .19 $ .55 $ .52 Cumulative effect of a change in accounting principle - - - (.16) ----- ----- ----- ----- Net income $ .23 $ .19 $ .55 $ .36 ===== ===== ===== ===== (4) Start-up costs - -------------- Effective October 1, 1999 the company adopted the provisions of the American Institute of Certified Public Accountants' Statement of Position No. 98-5 (SOP 98-5), "Reporting on the Costs of Start-Up Activities". SOP 98-5 requires that, at the date of adoption, costs of start-up activities previously capitalized be written-off as a cumulative effect of a change in accounting principle, and that after adoption, such costs are to be expensed as incurred. Consequently, in the first quarter of fiscal 2000, the company's 60%-owned joint venture wrote off costs that were previously capitalized in connection with the start-up of the venture and the implementation of additional production capacity. The cumulative effect of this change in accounting principle is $5,290,000 (net of $3,784,000 income tax effect). The minority interest's share of the net charge is $2,116,000 and is included as an offsetting credit in "Minority interest" in the accompanying Condensed Consolidated Statement of Income for the nine months ended June 30, 2000. (5) Pension curtailment gain - ------------------------ Pursuant to the provisions of Statement of Financial Accounting Standards No. 88, "Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits," modifications to certain employee benefits and related benefit freezes resulted in the recognition of a pretax curtailment gain of approximately $3.1 million in the nine months ended June 30, 2001. 7

(6) Business segments - ----------------- The company's reportable business segments are as follows - Garage Doors (manufacture and sale of residential and commercial/industrial garage doors, and related products); Installation Services (sale and installation of building products primarily for new construction, such as garage doors, garage door openers, manufactured fireplaces and surrounds, and cabinets); Electronic Information and Communication Systems (communication and information systems for government and commercial markets); and Specialty Plastic Films (manufacture and sale of plastic films and film laminates for baby diapers, adult incontinence care products, disposable surgical and patient care products and plastic packaging). Information on the company's business segments is as follows: Electronic Information Specialty and Garage Installation Plastic Communication Doors Services Films Systems Totals ------ ------------ --------- ------------- ------ REVENUES FROM EXTERNAL CUSTOMERS - Three months ended June 30, 2001 $102,758,000 $ 68,213,000 $ 75,709,000 $ 42,704,000 $289,384,000 June 30, 2000 100,027,000 67,046,000 63,880,000 47,766,000 278,719,000 Nine months ended June 30, 2001 287,735,000 198,419,000 225,463,000 130,151,000 841,768,000 June 30, 2000 296,058,000 200,829,000 190,091,000 131,391,000 818,369,000 INTERSEGMENT REVENUES - Three months ended June 30, 2001 $ 6,469,000 $ 78,000 $ --- $ --- $ 6,547,000 June 30, 2000 6,784,000 65,000 --- --- 6,849,000 Nine months ended June 30, 2001 18,717,000 212,000 --- --- 18,929,000 June 30, 2000 22,428,000 319,000 --- --- 22,747,000 SEGMENT PROFIT - Three months ended June 30, 2001 $ 5,766,000 $ 2,030,000 $ 9,076,000 $ 2,931,000 $19,803,000 June 30, 2000 4,923,000 2,016,000 4,396,000 5,536,000 16,871,000 Nine months ended June 30, 2001 9,266,000 3,945,000 30,702,000 9,059,000 52,972,000 June 30, 2000 12,825,000 5,334,000 12,671,000 13,226,000 44,056,000 Following is a reconciliation of segment profit to amounts reported in the consolidated financial statements: Three Months Ended June 30, Nine Months Ended June 30, --------------------------- -------------------------- 2001 2000 2001 2000 ---- ---- ---- ---- Profit for all segments $19,803,000 $16,871,000 $52,972,000 $44,056,000 Unallocated amounts (2,296,000) (2,393,000) (7,172,000) (7,069,000) Interest expense, net (2,060,000) (2,954,000) (7,615,000) (7,539,000) ----------- ----------- ----------- ----------- Income before income taxes $15,447,000 $11,524,000 $38,185,000 $29,448,000 =========== =========== =========== =========== 8

(7) Recently issued accounting standards - ------------------------------------ In June 2001 the Financial Accounting Standards Board issued Statement of Financial Accounting Standards Nos. 141 and 142 (SFAS 141 and SFAS 142), "Business Combinations" and "Goodwill and Other Intangible Assets", respectively. SFAS 141 addresses financial accounting and reporting for business combinations, requiring the use of the purchase method of accounting. SFAS 142 addresses accounting and reporting for acquired goodwill and other intangible assets. It eliminates the previous requirement to amortize goodwill and other intangible assets with indefinite lives and establishes new requirements with respect to the recognition and valuation of goodwill and other intangible assets. The company anticipates adopting these standards for the fiscal year beginning October 1, 2001. Amortization of goodwill approximates $2 million per year. The company is presently determining what impact, if any, that adoption will have on the carrying value of existing goodwill. 9

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ----------------------------------------------------------- AND RESULTS OF OPERATIONS ------------------------- RESULTS OF OPERATIONS Three months ended June 30, 2001 - -------------------------------- Net sales were $289.4 million for the three-month period ended June 30, 2001, an increase of $10.7 million or 3.8%. Net sales of the garage doors segment were $109.2 million, an increase of $2.4 million or 2.3% compared to last year due primarily to higher unit sales of residential garage doors. The increase in sales was principally due to stronger demand in the retail distribution channel. Net sales of the installation services segment were $68.3 million, an increase of $1.2 million or 1.8% compared to last year. The increase was primarily a result of sales growth due to expanded product offerings. Net sales of the specialty plastic films segment were $75.7 million, an increase of $11.8 million or 18.5% compared to last year. Higher unit sales in both the segment's domestic and foreign operations, partly offset by the effect of a stronger U.S. dollar on foreign operations and by the effect of selling price adjustments to pass through raw material cost decreases to customers, were the principal reasons for the increase. Net sales of the electronic information and communication systems segment were $42.7 million, a decrease of $5.1 million or 10.6% compared to last year. The decrease in sales was principally due to delays in anticipated orders in connection with certain on-going programs. Operating income for all business segments for the three months ended June 30, 2001 was $19.8 million, an increase of $2.9 million or 17.4% compared to last year. Operating income of the garage doors segment was $5.8 million, an increase of $.8 million or 17.1% compared to last year. The effect of increased sales and cost reduction programs were the principal reasons for the increase. The company anticipates that garage doors' near-term operating results will continue to improve. Operating income for the installation services segment was $2.0 million, approximately the same as last year. Operating income of the specialty plastic films segment was $9.1 million, an increase of $4.7 million or 106.5% compared to last year. Increased volume and manufacturing efficiencies, both domestically and in Europe, were the primary reasons for the improvement in the segment's operating results, and further strong performance is anticipated. Operating income of the electronic information and communication systems segment was $2.9 million, a decrease of $2.6 million or 47.1% compared to last year. The effect of lower sales and increased research and development expenditures, including costs associated with its previously announced technology initiatives which are expected to total approximately $5 million for the year, were the principal reasons for the decrease. Although it is expected that this segment will continue to be impacted by the increased research and development activities and by reduced orders in its integrated circuit business, the company anticipates near-term improvement in the segment's core operations. Net interest expense decreased by $.9 million compared to last year principally due to the effect of debt repayments and lower interest rates. 10

Nine months ended June 30, 2001 - ------------------------------- Net sales were $841.8 million for the nine-month period ended June 30, 2001, an increase of $23.4 million or 2.9%. Net sales of the garage doors segment were $306.5 million, a decrease of $12.0 million or 3.8% compared to last year. Lower unit sales due to the continued effects of a slowing economy, competitive markets and winter weather conditions in the first half of the year, partly offset by higher unit sales from improved operations in the third quarter, were the principal reasons for the decrease. Net sales of the installation services segment were $198.6 million, a decrease of $2.5 million or 1.3% compared to last year. The adverse impact of softer housing markets was mitigated somewhat by growth from expanded product offerings. Net sales of the specialty plastic films segment were $225.5 million, an increase of $35.4 million or 18.6% compared to last year. Higher unit sales volume both domestically and at Finotech, the segment's European joint venture, partly offset by the effect of a stronger U.S. dollar on foreign operations and selling price adjustments to pass through raw material cost decreases to customers, were the principal reasons for the increase. Net sales of the electronic information and communication systems segment were $130.2 million, a decrease of $1.2 million or .9% compared to last year. Higher funding levels on existing programs and a full nine months of operating results from the search and weather radar business acquired last year were offset by the effect of delays in anticipated orders in connection with certain on-going programs. Operating income for all business segments for the nine months ended June 30, 2001 was $53.0 million, an increase of $8.9 million or 20.2% compared to last year. Operating results for the nine months ended June 30, 2001 included a pretax pension curtailment gain of approximately $3.1 million, which was evenly divided between the specialty plastic films and garage doors segments. Operating income of the garage doors segment was $9.3 million, a decrease of $3.6 million or 27.8% compared to last year. Garage doors' lower sales and lower margins through the first half of the year were partly offset by the effect of cost reduction programs and by higher sales in the third quarter. Unprofitable operations in a commercial door product line and competitive pricing also contributed to the segment's reduced operating results for the nine months. Operating income of the installation services segment was $3.9 million, a decrease of $1.4 million or 26.0% compared to last year. Higher margins from improved product mix and expanded product offerings were offset by higher distribution and selling costs. Operating income of the specialty plastic films segment was $30.7 million, an increase of $18.0 million or 142.3% compared to last year. The increase was primarily due to higher unit sales in both the segment's domestic and European operations and related manufacturing efficiencies. Operating income of the electronic information and communication systems segment was $9.1 million, a decrease of $4.2 million or 31.5% compared to last year, primarily due to costs associated with its previously announced technology initiatives and lower sales. 11

LIQUIDITY AND CAPITAL RESOURCES Cash flow provided by operations for the nine months ended June 30, 2001 was $72.5 million compared to $12.2 million last year principally due to increased earnings and improved working capital management. Working capital was $191.5 million at June 30, 2001. Net cash used in investing activities during the nine months aggregated $19.3 million, and principally consisted of capital expenditures made in connection with increasing production capacity. Net cash used in financing activities during the nine months was approximately $36.3 million. Substantially all of these cash flows were in connection with the repayment of bank borrowings. During the quarter ended June 30, 2001 the company's European operations entered into new bank loan agreements, replacing then existing financing arrangements. The new agreements, which bear interest at variable rates based upon Euribor, include a term loan of approximately $13 million with maturities through 2004 and revolving credits for up to approximately $20 million. Subsequent to June 30, 2001, outstanding borrowings under the revolving credits were reduced by approximately $9 million. Anticipated cash flows from operations, together with existing cash, bank lines of credit and lease line availability, should be adequate to finance presently anticipated working capital and capital expenditure requirements and to repay long-term debt as it matures. RECENTLY ISSUED ACCOUNTING STANDARDS In June 2001 the Financial Accounting Standards Board issued Statement of Financial Accounting Standards Nos. 141 and 142 (SFAS 141 and SFAS 142), "Business Combinations" and "Goodwill and Other Intangible Assets", respectively. Refer to Note 7 of "Notes to Condensed Consolidated Financial Statements" for more information about these new standards. FORWARD-LOOKING STATEMENTS All statements other than statements of historical fact included in this report, 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 report, 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 and economic conditions, competitive factors and pricing pressures, 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. Readers are cautioned not to place undue reliance on these forward-looking statements. The company does not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect future events or circumstances or to reflect the occurrence of unanticipated events. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK - --------------------------------------------------------- Management does not believe that there are any material market risk exposures with respect to derivative or other financial instruments that are required to be disclosed. 12

PART II - OTHER INFORMATION Item 1 Legal Proceedings ----------------- None Item 2 Changes in Securities --------------------- None Item 3 Defaults upon Senior Securities ------------------------------- None Item 4 Submission of Matters to a Vote of Security Holders --------------------------------------------------- None Item 5 Other Information ----------------- None Item 6 Exhibits and Reports on Form 8-K -------------------------------- None 13

SIGNATURE --------- 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 thereunto duly authorized. GRIFFON CORPORATION By/s/ Robert Balemian ------------------------------------- Robert Balemian President and Chief Financial Officer (Principal Financial Officer) Date: August 7, 2001 14