UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES |
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For the quarterly period ended June 30, 2004 |
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or |
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TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES |
For the transition period from to
Commission File Number: 1-6620
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GRIFFON CORPORATION |
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(Exact name of registrant as specified in its charter) |
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DELAWARE |
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11-1893410 |
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(State or other jurisdiction of |
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(I.R.S. Employer |
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incorporation or organization) |
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Identification No.) |
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100 JERICHO QUADRANGLE, JERICHO, NEW YORK |
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11753 |
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(Address of principal executive offices) |
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(Zip Code) |
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(516) 938-5544 |
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(Registrant’s telephone number, including area code) |
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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 by check mark whether registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
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Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 29,337,430 shares of Common Stock as of July 30, 2004.
FORM 10-Q
CONTENTS
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PAGE |
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PART I — |
FINANCIAL INFORMATION (Unaudited) |
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Condensed Consolidated Balance Sheets at June 30, 2004 |
1 |
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Condensed Consolidated Statements of Operations for the Three |
3 |
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Condensed Consolidated Statements of Cash Flows for the |
5 |
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Notes to Condensed Consolidated Financial Statements |
6 |
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Management’s Discussion and Analysis of Financial |
10 |
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Quantitative and Qualitative Disclosure about Market Risk |
14 |
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Controls & Procedures |
14 |
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PART II — |
OTHER INFORMATION |
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Item 1: Legal Proceedings |
15 |
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Item 2: Changes in Securities and Use of Proceeds |
15 |
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Item 3: Defaults upon Senior Securities |
15 |
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Item 4: Submission of Matters to a Vote of Security Holders |
15 |
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Item 5: Other Information |
15 |
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Item 6: Exhibits and Reports on Form 8-K |
15 |
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Signature |
16 |
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GRIFFON CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
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June 30, |
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September 30, |
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ASSETS |
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(Unaudited) |
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(Note 1) |
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CURRENT ASSETS: |
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Cash and cash equivalents |
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$ |
64,991,000 |
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$ |
69,816,000 |
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Accounts receivable, less allowance for doubtful accounts |
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190,023,000 |
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173,942,000 |
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Contract costs and recognized income not yet billed |
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31,512,000 |
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46,642,000 |
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Inventories (Note 2) |
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130,043,000 |
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114,003,000 |
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Prepaid expenses and other current assets |
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38,903,000 |
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39,280,000 |
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Total current assets |
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455,472,000 |
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443,683,000 |
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PROPERTY, PLANT AND EQUIPMENT |
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186,144,000 |
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169,852,000 |
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OTHER ASSETS: |
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Costs in excess of fair value of net assets of businesses acquired |
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49,225,000 |
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49,983,000 |
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Other |
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15,440,000 |
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15,212,000 |
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64,665,000 |
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65,195,000 |
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$ |
706,281,000 |
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$ |
678,730,000 |
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See notes to condensed consolidated financial statements.
1
GRIFFON CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
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June 30, |
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September 30, |
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(Unaudited) |
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(Note 1) |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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CURRENT LIABILITIES: |
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Accounts and notes payable |
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$ |
84,394,000 |
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$ |
75,387,000 |
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Other current liabilities |
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113,142,000 |
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118,676,000 |
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Total current liabilities |
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197,536,000 |
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194,063,000 |
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LONG-TERM DEBT |
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147,451,000 |
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155,483,000 |
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OTHER LIABILITIES AND DEFERRED CREDITS |
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31,879,000 |
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27,539,000 |
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Total liabilities and deferred credits |
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376,866,000 |
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377,085,000 |
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MINORITY INTEREST |
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21,822,000 |
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17,591,000 |
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SHAREHOLDERS’ EQUITY: |
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Preferred stock, par value $.25 per share, authorized 3,000,000 shares, no shares issued |
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Common stock, par value $.25 per share, authorized 85,000,000 shares, issued 37,987,539 shares at June 30, 2004 and 36,625,717 shares at September 30, 2003; 8,618,409 and 7,165,919 shares in treasury at June 30, 2004 and September 30, 2003, respectively |
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9,497,000 |
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9,156,000 |
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Other shareholders’ equity |
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298,096,000 |
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274,898,000 |
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Total shareholders’ equity |
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307,593,000 |
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284,054,000 |
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$ |
706,281,000 |
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$ |
678,730,000 |
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See notes to condensed consolidated financial statements.
2
GRIFFON CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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THREE MONTHS ENDED JUNE 30, |
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2004 |
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2003 |
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Net sales |
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$ |
367,948,000 |
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$ |
312,547,000 |
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Cost of sales |
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269,159,000 |
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225,095,000 |
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