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8-K - GRIFFON CORPc66457_8k.htm

 

Exhibit 99.1

 

 

 


Griffon Corporation Announces Third Quarter Results

Revenue Increases 39% to $455 million

Earnings per Share of $0.08, Adjusted EPS of $0.05

$50 million Additional Stock Buyback Authorization

 

NEW YORK, NEW YORK, August 2, 2011 – Griffon Corporation (NYSE: GFF) today reported third quarter 2011 income from continuing operations of $4.9 million, or $0.08 per share, compared to $5.0 million, or $0.08 per share, in the prior year quarter. Adjusted income from continuing operations was $3.2 million, or $0.05 per share, compared to $6.0 million, or $0.10 per share, in the prior year quarter.

 

Consolidated revenue totaled $455 million, increasing 39% compared to the prior year quarter. Growth was driven mainly by the Home and Building Products Segment (“HBP”), comprised of Ames True Temper, Inc. (“ATT”), a global provider of non-powered lawn and garden tools, wheelbarrows and other outdoor products to the retail and professional markets purchased by Griffon on September 30, 2010, and Clopay Building Products (“CBP”), the largest manufacturer and marketer of residential garage doors and a leading manufacturer of commercial sectional doors in the United States. HBP revenue grew 105% over the prior year quarter, mainly due to the inclusion of ATT. Clopay Plastics and Telephonics grew revenue by 12% and 3%, respectively.

 

Also today, the Company’s Board of Directors authorized the repurchase of up to an additional $50 million of Griffon’s outstanding common stock. Approximately 1.4 million shares of common stock remain available for repurchase pursuant to an existing buyback program. Under the repurchase programs, the Company may, from time to time, purchase shares of its common stock, depending upon market conditions, in open market or privately negotiated transactions, including pursuant to a 10b5-1 plan.

 

Ron Kramer, Chief Executive Officer, commented, “During the quarter, we saw strong revenue growth in our plastics business, a return to growth for Telephonics, and the continuation of our successful restructuring of the Clopay doors business. Operationally, Plastics experienced both low absorption and high scrap costs while bringing new equipment online in Brazil and Germany. We are addressing these start-up issues and expect Plastics to return to normalized rates of profitability over the next three quarters, at significantly higher volume. While Ames will contribute meaningfully to our EBITDA for the full year, higher input costs and unseasonable weather throughout much of North America adversely affected our performance. Despite these challenges in an uncertain economy, the fundamentals of our business remain excellent.”

 

Mr. Kramer continued, “We have a strong belief in our growth prospects and ability to generate cash flow, and consider our stock an attractive value.”

 

The Company noted that this quarter’s results included $2.1 million ($1.4 million, net of tax, or $0.02 per share) of restructuring charges primarily associated with the consolidation of facilities at CBP and $3.1 million, or $0.05 per share, of net discrete tax benefits and current quarter impact for updates to our annual effective tax rate. The prior year quarter included $1.5 million ($1.0 million, net of tax, or $0.02


 

per share) related to the CBP plant consolidation. Excluding these items from the respective periods, adjusted income from continuing operations for the current quarter would have been $3.2 million, or $0.05 per share, compared to $6.0 million, or $0.10 per share, in the prior year quarter.

 

Segment adjusted EBITDA totaled $40.7 million in the current quarter, increasing 38% compared to $29.4 million in the prior year quarter. Segment adjusted EBITDA is defined as income from continuing operations, excluding corporate overhead, interest, taxes, depreciation and amortization, restructuring charges, acquisition-related costs and the benefit (loss) of debt extinguishment, as applicable.

 

On a pro forma basis, as if ATT had been purchased on October 1, 2009, third quarter revenue of $455 million was comparable to the prior year quarter. Net income from continuing operations was $4.9 million, or $0.08 per share, compared to $10.8 million, or $0.18 per share, in the prior year quarter. Adjusting these results for the restructuring charges and discrete tax items discussed above, current quarter income from continuing operations would have been $3.2 million, or $0.05 per share, compared to $12.5 million, or $0.21 per share, in the prior year quarter. Pro forma segment adjusted EBITDA in the prior year quarter totaled $53.7 million.

 

Segment Operating Results

Home & Building Products

Revenue increased 105% to $214 million in the current quarter compared to $104 million in the prior year quarter, driven by the inclusion of ATT results. On a pro forma basis, as if ATT had been purchased on October 1, 2009, segment revenue decreased 8% compared to the prior year quarter, mainly due to lower volumes. ATT revenue declined 10% from the prior year quarter reflecting the negative impact that inclement weather had on the sell-through of lawn and garden tools. CBP revenue declined 4% on lower volume, reflecting a difficult comparison with the prior year quarter, which benefited from home and energy tax credits that are no longer in effect.

 

Segment adjusted EBITDA for the third quarter was $22.5 million, compared to $5.9 million in the prior year’s quarter. The increase was driven primarily by the inclusion of ATT’s operating profit in the current quarter’s results. On a pro forma basis, segment adjusted EBITDA was $30.2 million in the prior year quarter. The decline was mainly due to the volume declines and increased material costs at both ATT and CBP.

 

Telephonics

Current quarter revenue totaled $104 million, an increase of 3% compared to the prior year quarter, primarily due to increased Ground Surveillance Radars and LAMPS MMR revenue, partially offset by a reduction of Crew 3.1 revenue.

 

Segment adjusted EBITDA for the quarter totaled $12.1 million, a 3% increase over the prior year; segment margin was equal to the prior year’s quarter as the increase in EBITDA was driven by higher revenue.

 

Contract backlog totaled $442 million at June 30, 2011 compared to $405 million at June 30, 2010, with approximately 76% expected to be filled in the next twelve months.

 

Plastic Products

Third quarter revenue increased 12% to $138 million compared to $122 million in the prior year quarter, with growth driven by foreign exchange translation and the pass through of higher resin costs in customer selling prices, partially offset by product mix.

 


 

Segment adjusted EBITDA for the 2011 quarter decreased to $6.0 million compared to $11.7 million in the prior year quarter primarily due to higher than anticipated start-up costs related to expanding capacity and product offerings to meet increased customer demand in both Germany and Brazil. Start-up costs include higher than normal levels of scrap production and under-absorption of increased fixed overhead. There were no significant disruptions in customer service in connection with the scaling up of production of the newly installed assets. While improvement in operations in the newly expanded locations is occurring, the Company expects that Plastics will continue to operate at below normal efficiency levels.

 

Balance Sheet and Capital Expenditures

The Company had cash and equivalents as of June 30, 2011 of $247 million and total debt outstanding of $694 million. Capital expenditures in the third quarter were $23 million. Griffon expects capital spending in 2011 will approximate $85-$90 million.

 

Conference Call Information

The Company will hold a conference call today, August 2, 2011, at 4:30 PM ET.

 

The call can be accessed by dialing 1-888-510-1799 (U.S. participants) or 1-719-325-2153 (International participants). Callers should ask to be connected to the Griffon Corporation teleconference.

 

A replay of the call will be available starting on August 2, 2011 at 7:30 PM ET by dialing 1-877-870-5176 (U.S.) or 1-858-384-5517 (International), and entering the conference ID number: 8045052. The replay will be available through August 16, 2011.

 

Forward-looking Statements

 

“Safe Harbor” Statements under the Private Securities Litigation Reform Act of 1995: All statements related to, among other things, income, earnings, cash flows, revenue, changes in operations, operating improvements, industries in which Griffon Corporation (the “Company” or “Griffon”) operates and the United States and global economies that are not historical are hereby identified as “forward-looking statements” and may be indicated by words or phrases such as “anticipates,” “supports,” “plans,” “projects,” “expects,” “believes,” “should,” “would,” “could,” “hope,” “forecast,” “management is of the opinion,” “may,” “will,” “estimates,” “intends,” “explores,” “opportunities,” the negative of these expressions, use of the future tense and similar words or phrases. Such forward-looking statements are subject to inherent risks and uncertainties that could cause actual results to differ materially from those expressed in any forward-looking statements. These risks and uncertainties include, among others: current economic conditions and uncertainties in the housing, credit and capital markets; the Company’s ability to achieve expected savings from cost control, integration and disposal initiatives; the ability to identify and successfully consummate and integrate value-adding acquisition opportunities, including the acquisition of Ames True Temper; increasing competition and pricing pressures in the markets served by Griffon’s operating companies; the ability of Griffon’s operating companies to expand into new geographic and product markets and to anticipate and meet customer demands for new products and product enhancements and innovations; the government reduces military spending on projects supplied by Telephonics Corporation; increases in cost of raw materials such as resin and steel; changes in customer demand; political events that could impact the worldwide economy; a downgrade in the Company’s credit ratings; international economic conditions including interest rate and currency exchange fluctuations; the relative mix of products and services which impacts margins and operating efficiencies; short-term capacity constraints or prolonged excess capacity; unforeseen developments in contingencies such as litigation; unfavorable results of government agency contract audits of Telephonics Corporation;


 

protection and validity of patent and other intellectual property rights; the cyclical nature of the business of certain Griffon operating companies; and possible terrorist threats and actions, and their impact on the global economy. 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 Securities and Exchange Commission filings. Readers are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements speak only as of the date made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

 

 

About Griffon Corporation

 

Griffon Corporation (the “Company” or “Griffon”), is a diversified management and holding company that conducts business through wholly-owned subsidiaries. Griffon oversees the operations of its subsidiaries, allocates resources among them and manages their capital structures. Griffon provides direction and assistance to its subsidiaries in connection with acquisition and growth opportunities as well as in connection with divestitures. Griffon also seeks out, evaluates and, when appropriate, will acquire additional businesses that offer potentially attractive returns on capital to further diversify itself.

 

Griffon currently conducts its operations through Ames True Temper (“ATT”), Clopay Building Products (“CBP”), Telephonics Corporation (“Telephonics”) and Clopay Plastic Products Company (“Plastics”). CBP and ATT comprise the Home & Building Products operating segment.

 

  • Home & 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, as well as a global provider of non-powered landscaping products that make work easier for homeowners and professionals.
  •  

  • Telephonics designs, develops and manufactures high-technology, integrated information, communication and sensor system solutions for use in military and commercial markets worldwide.
  •  

  • Plastics 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 applications.

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

Company Contact:

 

Investor Relations Contact:

Douglas J. Wetmore

 

James Palczynski

Chief Financial Officer

 

Principal and Director

Griffon Corporation

 

ICR Inc.

(212) 957-5000

 

(203) 682-8229

712 Fifth Avenue, 18th Floor

   

New York, NY 10019

   

 


GRIFFON CORPORATION AND SUBSIDIARIES
OPERATING HIGHLIGHTS
(in thousands)
(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended
June 30,

 

For the Nine Months Ended
June 30,

 

 

 


 


 

 

 

2011

 

2010

 

2011

 

2010

 

 

 


 


 


 


 

REVENUE

 

 

 

 

 

 

 

 

 

 

 

 

 

Home & Building Products:

 

 

 

 

 

 

 

 

 

 

 

 

 

ATT

 

$

114,144

 

$

 

$

353,985

 

$

 

CBP

 

 

100,099

 

 

104,325

 

 

290,840

 

 

286,051

 

 

 



 



 



 



 

Home & Building Products

 

 

214,243

 

 

104,325

 

 

644,825

 

 

286,051

 

Telephonics

 

 

103,530

 

 

100,413

 

 

315,334

 

 

320,222

 

Plastics

 

 

137,509

 

 

122,288

 

 

385,654

 

 

339,887

 

 

 



 



 



 



 

Total consolidated net sales

 

$

455,282

 

$

327,026

 

$

1,345,813

 

$

946,160

 

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INCOME (LOSS) BEFORE TAXES AND DISCONTINUED OPERATIONS

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment profit before depreciation, amortization, restructuring and fair value write-up of acquired inventory sold:

 

 

 

 

 

 

 

 

 

 

 

 

 

Home & Building Products

 

$

22,487

 

$

5,941

 

$

59,640

 

$

16,502

 

Telephonics

 

 

12,122

 

 

11,768

 

 

37,457

 

 

32,798

 

Plastics

 

 

6,048

 

 

11,718

 

 

27,065

 

 

28,611

 

 

 



 



 



 



 

Total Segment profit before depreciation, amortization, restructuring and fair value write-up of acquired inventory sold

 

 

40,657

 

 

29,427

 

 

124,162

 

 

77,911

 

Unallocated amounts

 

 

(7,781

)

 

(8,247

)

 

(19,468

)

 

(22,138

)

Loss from debt extinguishment, net

 

 

 

 

 

 

(26,164

)

 

(6

)

Net interest expense

 

 

(12,463

)

 

(3,679

)

 

(34,839

)

 

(10,124

)

Segment depreciation and amortization:

 

 

(15,607

)

 

(9,058

)

 

(44,817

)

 

(29,100

)

Restructuring charges

 

 

(2,118

)

 

(1,489

)

 

(4,723

)

 

(3,720

)

Fair value write-up of acquired inventory sold

 

 

 

 

 

 

(15,152

)

 

 

 

 



 



 



 



 

Income (loss) before taxes and discontinued operations

 

$

2,688

 

$

6,954

 

$

(21,001

)

$

12,823

 

 

 



 



 



 



 

Unallocated amounts typically include general corporate expenses not attributable to reportable segment.


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,

 

 

 


 


 

 

 

2011

 

2010

 

2011

 

2010

 

 

 



 



 



 



 

Revenue

 

$

455,282

 

$

327,026

 

$

1,345,813

 

$

946,160

 

Cost of goods and services

 

 

356,113

 

 

252,671

 

 

1,057,642

 

 

732,454

 

 

 



 



 



 



 

Gross profit

 

 

99,169

 

 

74,355

 

 

288,171

 

 

213,706

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

 

82,045

 

 

61,650

 

 

246,853

 

 

187,666

 

Restructuring and other related charges

 

 

2,118

 

 

1,489

 

 

4,723

 

 

3,720

 

 

 



 



 



 



 

Total operating expenses

 

 

84,163

 

 

63,139

 

 

251,576

 

 

191,386

 

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

 

15,006

 

 

11,216

 

 

36,595

 

 

22,320

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(12,569

)

 

(3,760

)

 

(35,111

)

 

(10,459

)

Interest income

 

 

106

 

 

81

 

 

272

 

 

335

 

Loss from debt extinguishment, net

 

 

 

 

 

 

(26,164

)

 

(6

)

Other, net

 

 

145

 

 

(583

)

 

3,407

 

 

633

 

 

 



 



 



 



 

Total other income (expense)

 

 

(12,318

)

 

(4,262

)

 

(57,596

)

 

(9,497

)

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before taxes and discontinued operations

 

 

2,688

 

 

6,954

 

 

(21,001

)

 

12,823

 

Provision (benefit) for income taxes

 

 

(2,184

)

 

1,965

 

 

(10,192

)

 

1,620

 

 

 



 



 



 



 

Income (loss) from continuing operations

 

 

4,872

 

 

4,989

 

 

(10,809

)

 

11,203

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Discontinued operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations of the
discontinued Installation Services business

 

 

 

 

(26

)

 

 

 

143

 

Provision (benefit) for income taxes

 

 

 

 

(5

)

 

 

 

54

 

 

 



 



 



 



 

Income (loss) from discontinued operations

 

 

 

 

(21

)

 

 

 

89

 

 

 



 



 



 



 

Net income (loss)

 

$

4,872

 

$

4,968

 

$

(10,809

)

$

11,292

 

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

 

$

0.08

 

$

0.08

 

$

(0.18

)

$

0.19

 

Income from discontinued operations

 

 

0.00

 

 

0.00

 

 

0.00

 

 

0.00

 

Net income (loss)

 

 

0.08

 

 

0.08

 

 

(0.18

)

 

0.19

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares outstanding

 

 

59,606

 

 

59,018

 

 

59,387

 

 

58,944

 

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

 

$

0.08

 

$

0.08

 

$

(0.18

)

$

0.19

 

Income from discontinued operations

 

 

0.00

 

 

0.00

 

 

0.00

 

 

0.00

 

Net income (loss)

 

 

0.08

 

 

0.08

 

 

(0.18

)

 

0.19

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares outstanding

 

 

60,525

 

 

60,154

 

 

59,387

 

 

59,897

 

 

 



 



 



 



 

Note: Due to rounding, the sum of earnings per share of Continuing operations and Discontinued operations may not equal earnings per share of Net Income (Loss).


GRIFFON CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)

 

 

 

 

 

 

 

 

 

 

(Unaudited)
At June 30, 2011

 

At September 30,
2010

 

 

 


 


 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

Cash and equivalents

 

$

246,554

 

$

169,802

 

Accounts receivable, net of allowances of $6,357 and $6,581

 

 

253,153

 

 

252,029

 

Contract costs and recognized income not yet billed, net of progress payments of $1,419 and $1,423

 

 

64,554

 

 

63,155

 

Inventories, net

 

 

276,931

 

 

268,801

 

Prepaid and other current assets

 

 

65,200

 

 

55,782

 

Assets of discontinued operations

 

 

1,387

 

 

1,079

 

 

 



 



 

Total Current Assets

 

 

907,779

 

 

810,648

 

PROPERTY, PLANT AND EQUIPMENT, net

 

 

351,962

 

 

314,926

 

GOODWILL

 

 

361,576

 

 

356,087

 

INTANGIBLE ASSETS, net

 

 

230,590

 

 

233,011

 

OTHER ASSETS

 

 

31,469

 

 

27,907

 

ASSETS OF DISCONTINUED OPERATIONS

 

 

3,727

 

 

5,803

 

 

 



 



 

Total Assets

 

$

1,887,103

 

$

1,748,382

 

 

 



 



 

CURRENT LIABILITIES

 

 

 

 

 

 

 

Notes payable and current portion of long-term debt

 

$

19,307

 

$

20,901

 

Accounts payable

 

 

178,592

 

 

185,165

 

Accrued liabilities

 

 

92,559

 

 

124,687

 

Liabilities of discontinued operations

 

 

4,042

 

 

4,289

 

 

 



 



 

Total Current Liabilities

 

 

294,500

 

 

335,042

 

LONG-TERM DEBT, net of debt discount of $20,426 and $30,650

 

 

674,530

 

 

503,935

 

OTHER LIABILITIES

 

 

195,019

 

 

190,244

 

LIABILITIES OF DISCONTINUED OPERATIONS

 

 

5,729

 

 

8,446

 

 

 



 



 

Total Liabilities

 

 

1,169,778

 

 

1,037,667

 

COMMITMENTS AND CONTINGENCIES SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

Total Shareholders’ Equity

 

 

717,325

 

 

710,715

 

 

 



 



 

Total Liabilities and Shareholders’ Equity

 

$

1,887,103

 

$

1,748,382

 

 

 



 



 



GRIFFON CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

 

 

 

 

 

 

 

 

 

 

Nine Months Ended June 30,

 

 

 


 

 

 

2011

 

2010

 

 

 


 


 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

Net income (loss)

 

$

(10,809

)

$

11,292

 

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

 

 

 

 

 

 

 

Income from discontinued operations

 

 

 

 

(89

)

Depreciation and amortization

 

 

45,078

 

 

29,357

 

Fair value write-up of acquired inventory sold

 

 

15,152

 

 

 

Stock-based compensation

 

 

6,767

 

 

4,447

 

Provision for losses on accounts receivable

 

 

734

 

 

1,619

 

Amortization/write-off of deferred financing costs and debt discounts

 

 

5,203

 

 

4,317

 

Loss from debt extinguishment, net

 

 

26,164

 

 

6

 

Deferred income taxes

 

 

(3,550

)

 

(4,768

)

Gain on sale/disposal of assets

 

 

(240

)

 

 

Change in assets and liabilities, net of assets and liabilities acquired:

 

 

 

 

 

 

 

(Increase) decrease in accounts receivable and contract costs and recognized income not yet billed

 

 

1,243

 

 

(5,747

)

Increase in inventories

 

 

(19,994

)

 

(11,611

)

(Increase) decrease in prepaid and other assets

 

 

(2,243

)

 

1,161

 

Increase (decrease) in accounts payable, accrued liabilities and income taxes payable

 

 

(51,075

)

 

17,639

 

Other changes, net

 

 

625

 

 

571

 

 

 



 



 

Net cash provided by operating activities

 

 

13,055

 

 

48,194

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

Acquisition of property, plant and equipment

 

 

(64,974

)

 

(26,581

)

Acquired business, net of cash acquired

 

 

(855

)

 

 

Funds restricted for capital projects

 

 

3,875

 

 

 

(Increase) decrease in equipment lease deposits

 

 

 

 

(1,040

)

Proceeds from sale of investment

 

 

1,333

 

 

 

 

 



 



 

Net cash used in investing activities

 

 

(60,621

)

 

(27,621

)

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

Proceeds from issuance of long-term debt

 

 

640,963

 

 

100,000

 

Payments of long-term debt

 

 

(495,209

)

 

(81,050

)

Increase in short-term borrowings

 

 

12,730

 

 

 

Financing costs

 

 

(21,343

)

 

(4,145

)

Purchase of ESOP shares

 

 

(15,674

)

 

 

Exercise of stock options

 

 

20

 

 

299

 

Tax benefit from exercise of options/vesting of restricted stock

 

 

2,334

 

 

99

 

Other, net

 

 

22

 

 

192

 

 

 



 



 

Net cash provided by financing activities

 

 

123,843

 

 

15,395

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM DISCONTINUED OPERATIONS:

 

 

 

 

 

 

 

Net cash used in operating activities

 

 

(829

)

 

(449

)

 

 



 



 

Net cash used in discontinued operations

 

 

(829

)

 

(449

)

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and equivalents

 

 

1,304

 

 

(4,719

)

 

 



 



 

 

 

 

 

 

 

 

 

NET INCREASE IN CASH AND EQUIVALENTS

 

 

76,752

 

 

30,800

 

CASH AND EQUIVALENTS AT BEGINNING OF PERIOD

 

 

169,802

 

 

320,833

 

 

 



 



 

CASH AND EQUIVALENTS AT END OF PERIOD

 

$

246,554

 

$

351,633

 

 

 



 



 



Griffon evaluates performance and allocates resources based on each segments’ operating results before interest income or expense, income taxes, depreciation and amortization, gain (losses) from debt extinguishment, unallocated amounts, restructuring charges and costs related to the fair value of inventory for acquisitions. Griffon believes this information is useful to investors for the same reason. The following table provides a reconciliation of each Segment operating profit to Segment operating profit before depreciation, amortization, restructuring and fair value write up of acquired inventory sold (“Segment adjusted EBITDA”) and Income from operations to Segment adjusted EBITDA:

GRIFFON CORPORATION AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP MEASURES
BY REPORTABLE SEGMENT
(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended
June 30,

 

For the Nine Months Ended
June 30,

 

 

 


 


 

 

 

2011

 

2010

 

2011

 

2010

 

 

 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Home & Building Products

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment operating profit (loss)

 

$

13,512

 

$

2,406

 

$

18,820

 

$

5,553

 

Depreciation and amortization

 

 

7,460

 

 

2,046

 

 

21,548

 

 

7,229

 

Fair value write-up of acquired inventory sold

 

 

 

 

 

 

15,152

 

 

 

Restructuring charges

 

 

1,515

 

 

1,489

 

 

4,120

 

 

3,720

 

 

 



 



 



 



 

Segment adjusted EBITDA

 

 

22,487

 

 

5,941

 

 

59,640

 

 

16,502

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Telephonics

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment operating profit

 

 

9,725

 

 

9,783

 

 

31,643

 

 

27,400

 

Depreciation and amortization

 

 

1,794

 

 

1,985

 

 

5,211

 

 

5,398

 

Restructuring charges

 

 

603

 

 

 

 

603

 

 

 

 

 



 



 



 



 

Segment adjusted EBITDA

 

 

12,122

 

 

11,768

 

 

37,457

 

 

32,798

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Clopay Plastic Products

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment operating profit

 

 

(305

)

 

6,691

 

 

9,007

 

 

12,138

 

Depreciation and amortization

 

 

6,353

 

 

5,027

 

 

18,058

 

 

16,473

 

 

 



 



 



 



 

Segment adjusted EBITDA

 

 

6,048

 

 

11,718

 

 

27,065

 

 

28,611

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

All segments:

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations - as reported

 

 

15,006

 

 

11,216

 

 

36,595

 

 

22,320

 

Unallocated amounts

 

 

7,781

 

 

8,247

 

 

19,468

 

 

22,138

 

Other, net

 

 

145

 

 

(583

)

 

3,407

 

 

633

 

 

 



 



 



 



 

Segment operating profit

 

 

22,932

 

 

18,880

 

 

59,470

 

 

45,091

 

Depreciation and amortization

 

 

15,607

 

 

9,058

 

 

44,817

 

 

29,100

 

Fair value write-up of acquired inventory sold

 

 

 

 

 

 

15,152

 

 

 

Restructuring charges

 

 

2,118

 

 

1,489

 

 

4,723

 

 

3,720

 

 

 



 



 



 



 

Segment adjusted EBITDA

 

$

40,657

 

$

29,427

 

$

124,162

 

$

77,911

 

 

 



 



 



 



 



Griffon also evaluates performance based on Earnings per share and Income (loss) from continuing operations excluding restructuring charges, gain (loss) from debt extinguishment, discrete tax items and costs related to the fair value of inventory for acquisitions. Griffon believes this information is useful to investors for the same reason. The following table provides a reconciliation of Earnings per share and Income (loss) from continuing operations to Adjusted earnings per share and Adjusted income (loss) from continuing operations:

GRIFFON CORPORATION AND SUBSIDIARIES
RECONCILIATION OF INCOME (LOSS) TO ADJUSTED INCOME (LOSS)
(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended
June 30,

 

For the Nine Months Ended
June 30,

 

 

 


 


 

 

 

2011

 

2010

 

2011

 

2010

 

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

 

$

4,872

 

$

4,989

 

$

(10,809

)

$

11,203

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusting items, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from debt extinguishment, net

 

 

 

 

 

 

16,813

 

 

 

Fair value write-up of acquired inventory sold

 

 

 

 

 

 

9,849

 

 

 

Restructuring

 

 

1,377

 

 

968

 

 

3,070

 

 

2,418

 

Discrete and other tax items, net

 

 

(3,077

)

 

 

 

(4,513

)

 

(1,881

)

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted income from continuing operations

 

$

3,172

 

$

5,957

 

$

14,410

 

$

11,740

 

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings (loss) per common share

 

$

0.08

 

$

0.08

 

$

(0.18

)

$

0.19

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusting items, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from debt extinguishment, net

 

 

 

 

 

 

0.28

 

 

 

Fair value write-up of acquired inventory sold

 

 

 

 

 

 

0.17

 

 

 

Restructuring

 

 

0.02

 

 

0.02

 

 

0.05

 

 

0.04

 

Discrete and other tax items, net

 

 

(0.05

)

 

 

 

(0.08

)

 

(0.03

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted diluted earnings per common share

 

$

0.05

 

$

0.10

 

$

0.24

 

$

0.20

 

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares outstanding (in thousands)

 

 

60,525

 

 

60,154

 

 

59,387

 

 

59,897

 

 

 



 



 



 



 

Note: Due to rounding, the sum of diluted earnings (loss) per common share and adjusting items, net of tax, may not equal adjusted diluted earnings per common share.