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September 4, 2019
Brian G. Harris
Chief Financial Officer
Griffon Corporation
712 Fifth Ave, 18th Floor
New York, NY 10019
Re: Griffon Corporation
Form 10-K for the year ended September 30, 2018
Filed November 19, 2018
File No. 1-6620
Dear Mr. Harris:
We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments. In some of our comments, we may
ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.
After reviewing your response to these comments, we may have additional
comments.
Form 10-K for the year ended September 30, 2018
Management's Discussion and Analysis
Reportable Segments, page 34
1. We note your presentation of combined segment adjusted EBITDA and
combined
segment operating profit from continuing operations herein and in your
earnings release
filed August 1, 2019. Please tell us how you determined these measures
comply with
Rule 100(b) of Regulation G. We note that the measures remove corporate
overhead and
other items, which appear to be normal, recurring, cash operating
expenses necessary to
operate your business. Please refer to Question 100.01 of the Non-GAAP
Compliance
and Disclosure Interpretations.
Note 17 - Reportable Segments, page 95
2. Provide additional detail about the roles and responsibilities of the CEO
and COO with
accompanying examples. Your response should separately and specifically
address, and
Brian G. Harris
FirstName LastNameBrian G. Harris
Griffon Corporation
Comapany 4, 2019
September NameGriffon Corporation
September 4, 2019 Page 2
Page 2
FirstName LastName
include examples of, the COO's role and responsibilities as segment
manager of HBP and
the COO's role and responsibilities other than as segment manager of
HBP.
3. We note your response to comment 2(e) and have the following comments:
a. You state that the CEO is solely responsible for allocating
resources, in the form of
capital expenditures or by acquiring new businesses, to the Operating
Segments. Tell us
whether you consider these to be the key operating decisions. If not,
and/or if there are
other key operating decisions, describe the key operating decisions in
detail and tell us
who makes those decisions;
b. Describe the resources to be allocated to segments and what is
taken into consideration
when deciding how to allocate them. Provide examples in your response;
and
c. You state in your response that the CEO reviews the financial
performance of the
Operating Segments by analyzing financial information in the Board
Report, through
"Scorecard" Meetings, and informal meetings. Tell us how each piece of
financial
information described in your response is used by the CEO to allocate
resources and
assess performance.
4. You state in your response to comments 3 and 4 that AMES and CBP
income statement
results as compared to budget and comparative prior-year periods are
provided to the CEO
to assist the CEO in better understanding the drivers behind the HBP
Operating Segment's
financial performance, but not for the purpose of allocating resources
to the AMES and
CBP Product Groups. We have the following comments:
a. Tell us what specific information about AMES and CBP the CEO is
reviewing when he
is looking to better understand the drivers of HBP's financial
performance and describe in
further detail how this information is used by the CEO; and
b. Tell us whether similar information (e.g., budget versus actual) is
provided for the DE
product lines. If no such information is provided, tell us why.
5. Although you disclose on page 96 that Segment adjusted EBITDA is the
measure by
which you evaluate performance and allocate resources, we note that
you also present
Segment operating profit. If your CODM also uses this measure in
assessing segment
performance and deciding how to allocate resources, the reported
measure should be that
which management believes is determined in accordance with the
measurement principles
most consistent with those used in measuring the corresponding amounts
in your
consolidated financial statements. Please refer to ASC 280-10-50-28
and advise.
Additional segment profit or loss measures may be presented outside of
your financial
statements and footnotes as non-GAAP measures if they comply with
Regulation G and
Item 10(e) of Regulation S-K. Lastly, tell us whether Segment adjusted
EBITDA and
Segment operating profit are included in the financial information you
described in
response to comments 3 and 4, and if so, which one(s).
6. We note that the CEO and Board of Directors receives profitability by
geographic location
Brian G. Harris
Griffon Corporation
September 4, 2019
Page 3
for AMES, profitability by customer type for CBP, and gross profit by
product line for
DE. Clarify how "profitability" is defined for each metric, why the
profitability
information for each differs and how it is used by the CEO in
allocating resources and
assessing performance.
7. We note your response to comment 2(g). Please provide a more detailed
description of
your budget process. In your response, tell us:
a. Who approves the budget at each step of the process, including any
steps prior to the
budget being provided to the senior leadership team. In this regard,
your response states
that "[g]enerally, the CEO / CODM, with input from the senior
leadership team, will
suggest changes and or approve the strategic plan which includes the
budget at either the
consolidated and Operating Segment level." Please clarify which
individual or group of
individuals approves the budget, and whether the budget is at the
consolidated level, the
operating segment level, or some further level of disaggregation;
b. The level of disaggregation shown in the budget provided to the
senior leadership team;
and
c. Which individuals attend the meeting that the budget is presented
to the senior
leadership team and in what capacity.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Jenn Do at (202) 551-3743 or Jeanne Baker at (202)
551-3691 with any
questions.
Sincerely,
FirstName LastNameBrian G. Harris
Division of
Corporation Finance
Comapany NameGriffon Corporation
Office of
Manufacturing and
September 4, 2019 Page 3 Construction
FirstName LastName