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: April 29, 2004
(Date of earliest event reported)
GRIFFON CORPORATION
_____________________________________________________________________________
(Exact name of registrant as specified in its charter)
DELAWARE 1-6620 11-1893410
_____________________________________________________________________________
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) 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)
N/A
______________________________________________________________________________
(Former name or former address, if change since last report.)
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On April 29, 2004, Griffon Corporation (the "Registrant") issued a press
release announcing the Registrant's financial results for the quarter and six
months ended March 31, 2004. A copy of the Registrant's press release is
attached hereto as Exhibit 99.1.
The information in this Form 8-K is being furnished under Item 12 and shall
not be deemed to be "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934 (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 or the Exchange Act,
except as shall be expressly set forth by specific reference in such a filing.
2
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 hereunto duly authorized.
GRIFFON CORPORATION
By: /s/Robert Balemian
--------------------------
Robert Balemian, President
Dated: May 4, 2004
EXHIBIT INDEX
99.1 Press release dated April 29, 2004 issued by Griffon Corporation.
GRIFFON CORPORATION
Contact: Robert Balemian
President
(516) 938-5544
GRIFFON CORPORATION ANNOUNCES
-----------------------------
RECORD OPERATING RESULTS FOR THE SECOND QUARTER OF FISCAL 2004
--------------------------------------------------------------
Jericho, New York, April 29, 2004 - Griffon Corporation (NYSE:GFF) today
reported record operating performance for the second quarter of fiscal 2004,
ended March 31, 2004, with each of its operating units reflecting increases in
sales, operating income and margins.
Net sales for the quarter were $317,636,000 compared to $277,330,000 for
the second quarter of fiscal 2003. Income before income taxes increased to
$19,348,000 from $11,236,000. Net income was $8,662,000 in the current quarter,
up from $4,617,000 in the second quarter of 2003. Basic earnings per share for
the quarter was $.29 compared to $.14 last year and diluted earnings per share
was $.27 compared to $.14 in 2003.
Specialty plastic films reflected substantially higher sales and operating
profit. The sales growth was due to an improved product mix, selling price
adjustments to pass through raw material price increases to customers and the
effect of a weaker U.S. dollar on translated foreign sales. Specialty plastic
films' operating profit benefited from the sales growth and increased operating
efficiencies. The building products operations contributed to the quarter's
improved operating results with higher unit sales of garage doors in both the
retail and dealer channels of distribution, sales gains in installation services
and its elimination last year of an underperforming location and effective
expense control. The electronic information and communication systems segment,
Telephonics, had higher sales and operating profit due to the effect of recently
awarded contracts and growth in defense production programs. Consolidated
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-2-
earnings in the quarter reflected increased interest expense of $1,100,000
associated with the company's convertible subordinated notes which were sold in
the latter part of fiscal 2003.
Net sales for the six months ended March 31, 2004 were $656,138,000
compared to $579,484,000 for the first six months of fiscal 2003. Income before
income taxes for the six months rose to $45,006,000, up from $32,317,000 last
year. Net income increased to $21,777,000 from $15,537,000 for the first six
months of 2003. Diluted earnings per share for the first half was $.69 compared
to $.46 last year.
Cash flow from operations during the quarter was $18,000,000 which was used
to fund treasury stock purchases of $9,000,000 and capital expenditures of
$10,000,000, principally for the specialty plastic films segment's capital
expansion programs.
Griffon Corporation -
o is a leading manufacturer and marketer of residential, commercial and
industrial garage doors sold to professional installing dealers and major
home center retail chains;
o installs and services specialty building products and systems, primarily
garage doors, openers, fireplaces and cabinets, for new construction
markets through a substantial network of operations located throughout the
country;
o is an international leader in the development and production of embossed
and laminated specialty plastic films used in the baby diaper, feminine
napkin, adult incontinent, surgical and patient care markets; and
o develops and manufactures information and communication systems for
government and commercial markets worldwide.
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-3-
"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 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 to release publicly any revisions to these forward-looking
statements to reflect future events or circumstances or to reflect the
occurrence of unanticipated events.
# # #
GRIFFON CORPORATION
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OPERATING HIGHLIGHTS
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(Unaudited, in thousands except for per share amounts)
For the Three Months Ended For the Six Months Ended
March 31, March 31,
-------------------------- ------------------------
2004 2003 2004 2003
---- ---- ---- ----
Net sales:
Garage Doors $ 96,093 $ 82,886 $217,953 $196,349
Installation Services 72,332 66,672 149,037 138,992
Specialty Plastic Films 106,613 92,129 210,614 179,471
Electronic Information and Communication Systems 47,259 40,612 88,899 76,373
Intersegment eliminations (4,661) (4,969) (10,365) (11,701)
-------- -------- -------- --------
$317,636 $277,330 $656,138 $579,484
======== ======== ======== ========
Operating income:
Garage Doors $ 3,964 $ 2,966 $ 17,224 $ 13,883
Installation Services 1,692 528 4,698 2,207
Specialty Plastic Films 15,142 9,156 28,082 19,822
Electronic Information and Communication Systems 3,669 2,894 5,699 4,616
-------- -------- -------- --------
Segment operating income 24,467 15,544 55,703 40,528
Unallocated amounts (3,360) (3,450) (7,088) (6,584)
Interest expense, net (1,759) (858) (3,609) (1,627)
-------- -------- -------- --------
Income before income taxes 19,348 11,236 45,006 32,317
Provision for income taxes (7,159) (4,269) (16,652) (12,280)
-------- -------- -------- --------
Income before minority interest 12,189 6,967 28,354 20,037
Minority interest (3,527) (2,350) (6,577) (4,500)
-------- -------- -------- --------
Net income $ 8,662 $ 4,617 $ 21,777 $ 15,537
======== ======== ======== ========
Earnings per share of common stock:
Basic $ .29 $ .14 $ .73 $ .47
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Diluted $ .27 $ .14 $ .69 $ .46
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