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May 7, 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
Consolidated Results of Operations, page 31
1. With regard to your discussion of consolidated revenues you indicate that
the increase in
revenue from continuing operations for the year ended September 30, 2018
was driven by
revenue at HBP from both recent acquisition and organic growth offset by
decreased
revenues at Telephonics. Your discussion of the increase in segment
revenues also refers
to the favorable impact of acquisitions as well as increased favorable
mix and price at
CBP and AMES, and volume increases at CBP and AMES' non US locations
offset by
AMES US decrease due to unfavorable weather. Please quantify each factor
identified as
a cause for the 48% increase in your consolidated and segment revenues.
Refer to Item
303(a)(3)(iii) of Regulation S-K.
Brian G. Harris
FirstName LastNameBrian G. Harris
Griffon Corporation
Comapany NameGriffon Corporation
May 7, 2019
May 7, 2019 Page 2
Page 2
FirstName LastName
Reconciliation of Income From Continuing Operations to Adjusted Income From
Continuing
Operations, page 33
2. We note you present certain adjustments in your non-GAAP performance
measures
Adjusted income from continuing operations and Adjusted earnings per
share from
continuing operations net of income taxes. Please revise to present
the effect of income
taxes as a separate adjustment and expand your disclosure to clearly
explain how the tax
effects of non-GAAP adjustments are calculated. Refer to Question
102.11 of the Non-
GAAP Financial Measures Compliance and Disclosure Interpretations
issued April 4,
2018. Please address this comment as it relates to similar
presentations in press releases
included in your Item 2.02 Forms 8-K.
Note 7 -- Accrued Expenses, page 75
3. Please explain the nature of the $17.4 million acquisition related
accruals. Please also
explain the reason for the $13.1 million increase in the insurance
accrual.
Note 11 -- Income Taxes, page 85
4. You disclose on page 88 that the decrease in the valuation allowance
of $8.9 million is
primarily the result of the disposition of PPC and its related
valuation allowance on
accumulated Germany net operating losses. The deferred tax gain on
assets held for sale
results from the book versus tax outside basis difference and was
removed concurrent with
the sale of PPC. In light of this disclosure, please explain how you
determined the 13.4%
change in valuation adjustment (approximately $4.5 million) in your
reconciliation of the
statutory rate to your effective tax rate on page 87. Refer to ASC
740-20-45.
Note 17 - Reportable Segments, page 95
5. We note that you conduct your operations through two reportable
segments, Home
& Building Products ("HBP") and Defense Electronics. Your Form 10-K
indicates that
the HBP reportable segment consists of two companies, The AMES
Companies, Inc.
("AMES") and Clopay Building Products Company, Inc. ("CBP"). Your
website
indicates that the HBP segment consists of three companies, AMES, CBP
and
ClosetMaid. We also note from your website that your segment
leadership includes a
president of CBP and a president of AMES and ClosetMaid. Please tell
us how you
assessed whether these companies are operating segments as defined in
ASC 280-10-50-1.
Please identify your CODM and describe the frequency and content of
the discrete
financial information for these companies that is regularly reviewed
by your CODM to
make decisions about resources to be allocated and assess performance.
In this regard,
we note your website indicates that Griffon oversees the operations of
its subsidiaries,
allocates resources among them and manages their capital structures.
6. If the three companies underlying HBP are individual operating
segments, please provide
us with a comprehensive analysis of the aggregation guidance in ASC
280-10-50-11,
Brian G. Harris
Griffon Corporation
May 7, 2019
Page 3
including financial information such as gross margin information to
support your
conclusion that these companies are economically similar.
7. Please provide disclosure of revenue for each product and service or
each group of similar
products and services, as required by ASC 280-10-50-40. In this regard
we note your
discussion of AMES' primary product lines, CBP's residential and
commercial garage
doors, and Telephonics' primary business lines within your Business
section.
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
May 7, 2019 Page 3 Construction
FirstName LastName