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8-K - GRIFFON CORPc65575_8-k.htm

Exhibit 99.1

(GRIFFON LOGO)

Griffon Corporation Announces Second Quarter Results

Second Quarter Revenue Increased to $476 million

Adjusted Earnings Per Share of $0.10

NEW YORK, NEW YORK, May 5, 2011 – Griffon Corporation (NYSE: GFF) today reported adjusted income from continuing operations of $6.1 million, or $0.10 per share, for its second quarter ended March 31, 2011, compared to $1.4 million, or $0.02 per share, in the prior year quarter. Griffon recorded a charge of $26.2 million ($16.8 million, net of tax, or $0.28 per share), in connection with the prepayment of debt upon the conclusion of our refinancing. Primarily as a result of the charge, our GAAP loss from continuing operations was $14.0 million, or $0.24 per share, compared to income of $2.0 million, or $0.03 per share, in the prior year quarter.

Consolidated revenue grew to $476 million, increasing 52% in comparison to the prior year quarter. Growth was driven mainly by the Home and Building Products Segment (“HBP”), consisting of Ames True Temper, Inc. (“ATT”), purchased by Griffon on September 30, 2010, a global provider of non-powered lawn and garden tools, wheelbarrows and other outdoor products to the retail and professional markets 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 183% over the prior year quarter, mainly due to inclusion of ATT. Clopay Plastics revenue grew 13% while Telephonics revenue declined 2%.

Ron Kramer, Chief Executive Officer, commented, “We continue to perform well and have positioned each of our businesses to operate profitably in the midst of highly challenging market and macro-economic conditions. We believe that we will grow, generate cash, and achieve improving levels of profitability even with no improvement in the economic environment. We continue to have both organic and acquisition-related growth opportunities in each of our businesses and we remain focused on the careful deployment of working and strategic capital to take advantage of these opportunities to create value for our shareholders.”

Mr. Kramer continued, “Our balance sheet remains strong and we are very pleased to have successfully completed a refinancing of our debt structure during the past quarter. This provided us with significant additional strategic flexibility. With over $200 million in cash, over $200 million of undrawn borrowing capacity and continued positive cash flow, we are well prepared to continue our acquisition-growth strategy. We continue to evaluate a range of transactions both within and outside of our current businesses.”

This quarter’s results included a $26.2 million ($16.8 million, net of tax, or $0.28 per share) charge related to debt extinguishment from refinancing our debt; $3.8 million ($2.5 million, net of tax, or $0.04 per share) of increased cost of goods related to the sale of inventory that was recorded at fair value in connection with acquisition accounting for ATT; and $1.2 million ($0.8 million, net of tax, or $0.01 per share) of restructuring charges associated with the consolidation of facilities at CBP. The prior year’s quarter included $1.2 million ($0.8 million, net of tax, or $0.01 per share) related to the restructuring at CBP and $(1.4) million, or $(0.02) per share, of discrete tax items. Excluding these items from both periods, adjusted income from continuing operations would have been $6.1 million, or $0.10 per share, in the second quarter of this year, compared to $1.4 million, or $0.02 per share, in the prior year quarter. Income from discontinued operations was not material in either the current or prior year’s quarter.


Segment adjusted EBITDA totaled $43.8 million in the current quarter, increasing 87% compared to $23.4 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, second quarter revenue of $476 million increased 4% in comparison to $457 million in the second quarter of fiscal 2010. Pro forma revenue growth was driven by revenue increases of 13% and 3% in Plastics and HBP, respectively, partially offset by 2% lower revenue at Telephonics. The net loss from continuing operations was $14.0 million, or $0.24 per share, compared to net income of $8.1 million, or $0.13 per share, in the prior year quarter. Adjusting these results for the same items discussed above, current quarter income from continuing operations would have been $6.1 million, or $0.10 per share, compared to $7.6 million, or $0.13 per share, in the prior year quarter. Pro forma segment adjusted EBITDA in the prior year quarter totaled $45.6 million.

Segment Operating Results

Home & Building Products

Revenue increased 183% to $232 million in the second quarter of 2011 versus prior year revenue of $82 million, driven by both the inclusion of ATT results as well as improved volume at CBP. On a pro forma basis, as if ATT was purchased on October 1, 2009, revenue increased 3% in comparison to prior year results, driven mainly by volume.

Segment adjusted EBITDA for the second quarter was $19.6 million, compared to $0.01 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, and includes $3.8 million for the cost related to the sale of inventory that was recorded at fair value in connection with acquisition accounting for ATT. On a pro forma basis, segment adjusted EBITDA was $22.3 million in the prior year quarter.

Telephonics

Current quarter revenue totaled $114 million, a decrease of 2% compared to the prior year quarter, primarily due to the timing of the transition on the Automatic Radar Periscope Detection and Discrimination (“ARPDD”) program from the development to the production phase, and the lower rate of production on the C-17 program, partially offset by timing of contracts and shipments on Ground Surveillance Radars (“GSR”).

Segment adjusted EBITDA for the quarter totaled $12.9 million, an increase of $0.5 million or 4%, compared to the prior year; segment operating margin increased 80 basis points compared to the prior year quarter. The improved profitability was driven by favorable program mix, as well as a decline in selling, general and administrative expenses due to the timing of proposal activities and research and development initiatives.

Contract backlog totaled $441 million at March 31, 2011 compared to $433 million at March 31, 2010, with approximately 73% expected to be filled in the next twelve months.


Plastic Products

Second quarter revenue increased 13% to $130 million compared to $116 million in the prior year’s quarter, with growth driven by higher volume and favorable product mix, the benefit from the pass through of higher resin costs in customer selling prices and favorable foreign exchange translation.

Segment adjusted EBITDA for the 2011 quarter increased 3% to $11.2 million compared to $10.9 million in the prior year’s second quarter due to the higher volume, partially offset by product mix and the impact of higher resin costs, increasing costs of sales. Increased resin costs were not yet reflected in higher customer selling prices; Plastics adjusts customer selling prices based on underling resin costs on a delayed basis.

Balance Sheet and Capital Expenditures

The Company had cash and equivalents as of March 31, 2011 of $208 million and total debt outstanding was $676 million. Capital expenditures in the second quarter were $24 million. Griffon continues to expect capital spending in 2011 will approximate $60 - $70 million.

Conference Call Information

The Company will hold a conference call today, May 5, 2011, at 4:30 PM ET.

The call can be accessed by dialing 1-877-407-4018 (U.S. participants) or 1-201-689-8471 (International participants). Callers should ask to be connected to the Griffon Corporation teleconference.

A replay of the call will be available starting on May 5, 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: 371721. The replay will be available through May 19, 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
March 31,

 

For the Six Months Ended
March 31,

 

 

 


 


 

 

 

2011

 

2010

 

2011

 

2010

 

 

 


 


 


 


 

REVENUE

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

 

 

 

 

 

 

 

 

 

 

 

Home & Building Products

 

$

232,319

 

$

82,204

 

$

430,582

 

$

181,726

 

Telephonics

 

 

113,525

 

 

116,190

 

 

211,804

 

 

219,809

 

Plastics

 

 

130,285

 

 

115,583

 

 

248,145

 

 

217,599

 

 

 



 



 



 



 

Total consolidated net sales

 

$

476,129

 

$

313,977

 

$

890,531

 

$

619,134

 

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

$

19,619

 

$

92

 

$

37,153

 

$

10,561

 

Telephonics

 

 

12,929

 

 

12,409

 

 

25,335

 

 

21,030

 

Plastics

 

 

11,231

 

 

10,919

 

 

21,017

 

 

16,893

 

 

 



 



 



 



 

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

 

 

43,779

 

 

23,420

 

 

83,505

 

 

48,484

 

Unallocated amounts

 

 

(6,581

)

 

(7,610

)

 

(11,687

)

 

(13,891

)

Gain (loss) from debt extinguishment, net

 

 

(26,164

)

 

12

 

 

(26,164

)

 

(6

)

Net interest expense

 

 

(11,222

)

 

(3,537

)

 

(22,376

)

 

(6,445

)

Segment depreciation and amortization

 

 

(15,453

)

 

(10,206

)

 

(29,210

)

 

(20,042

)

Home & Building Products:

 

 

 

 

 

 

 

 

 

 

 

 

 

Restructuring charges

 

 

(1,212

)

 

(1,220

)

 

(2,605

)

 

(2,231

)

Fair value write-up of acquired inventory sold

 

 

(3,788

)

 

 

 

(15,152

)

 

 

 

 



 



 



 



 

Income (loss) before taxes and discontinued operations

 

$

(20,641

)

$

859

 

$

(23,689

)

$

5,869

 

 

 



 



 



 



 

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 March 31,

 

Six Months Ended March 31,

 

 

 


 


 

 

 

2011

 

2010

 

2011

 

2010

 

 

 


 


 


 


 

Revenue

 

$

476,129

 

$

313,977

 

$

890,531

 

$

619,134

 

Cost of goods and services

 

 

374,986

 

 

244,907

 

 

701,529

 

 

479,783

 

 

 



 



 



 



 

Gross profit

 

 

101,143

 

 

69,070

 

 

189,002

 

 

139,351

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

 

84,363

 

 

64,055

 

 

164,808

 

 

126,016

 

Restructuring and other related charges

 

 

1,212

 

 

1,220

 

 

2,605

 

 

2,231

 

 

 



 



 



 



 

Total operating expenses

 

 

85,575

 

 

65,275

 

 

167,413

 

 

128,247

 

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

 

15,568

 

 

3,795

 

 

21,589

 

 

11,104

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(11,319

)

 

(3,729

)

 

(22,542

)

 

(6,699

)

Interest income

 

 

97

 

 

192

 

 

166

 

 

254

 

Gain (loss) from debt extinguishment, net

 

 

(26,164

)

 

12

 

 

(26,164

)

 

(6

)

Other, net

 

 

1,177

 

 

589

 

 

3,262

 

 

1,216

 

 

 



 



 



 



 

Total other income (expense)

 

 

(36,209

)

 

(2,936

)

 

(45,278

)

 

(5,235

)

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before taxes and discontinued operations

 

 

(20,641

)

 

859

 

 

(23,689

)

 

5,869

 

Benefit for income taxes

 

 

(6,640

)

 

(1,175

)

 

(8,008

)

 

(345

)

 

 



 



 



 



 

Income (loss) from continuing operations

 

 

(14,001

)

 

2,034

 

 

(15,681

)

 

6,214

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Discontinued operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations of the discontinued Installation Services business

 

 

 

 

(1

)

 

 

 

169

 

Provision for income taxes

 

 

 

 

 

 

 

 

59

 

 

 



 



 



 



 

Income from discontinued operations

 

 

 

 

(1

)

 

 

 

110

 

 

 



 



 



 



 

Net income (loss)

 

$

(14,001

)

$

2,033

 

$

(15,681

)

$

6,324

 

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

 

$

(0.24

)

$

0.03

 

$

(0.26

)

$

0.11

 

Income from discontinued operations

 

 

0.00

 

 

(0.00

)

 

0.00

 

 

0.00

 

Net income (loss)

 

 

(0.24

)

 

0.03

 

 

(0.26

)

 

0.11

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares outstanding

 

 

59,280

 

 

58,977

 

 

59,277

 

 

58,906

 

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

 

$

(0.24

)

$

0.03

 

$

(0.26

)

$

0.10

 

Income from discontinued operations

 

 

0.00

 

 

(0.00

)

 

0.00

 

 

0.00

 

Net income (loss)

 

 

(0.24

)

 

0.03

 

 

(0.26

)

 

0.11

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares outstanding

 

 

59,280

 

 

59,939

 

 

59,277

 

 

59,769

 

 

 



 



 



 



 

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 March 31,
2011

 

At September 30,
2010

 

 

 


 


 

 

CURRENT ASSETS

 

 

 

 

 

 

 

Cash and equivalents

 

$

208,337

 

$

169,802

 

Accounts receivable, net of allowances of $6,419 and $6,581

 

 

293,172

 

 

252,029

 

Contract costs and recognized income not yet billed, net of progress payments of $4,663 and $1,423

 

 

62,878

 

 

63,155

 

Inventories, net

 

 

270,501

 

 

268,801

 

Prepaid and other current assets

 

 

54,758

 

 

55,782

 

Assets of discontinued operations

 

 

1,543

 

 

1,079

 

 

 



 



 

Total Current Assets

 

 

891,189

 

 

810,648

 

PROPERTY, PLANT AND EQUIPMENT, net

 

 

337,198

 

 

314,926

 

GOODWILL

 

 

360,268

 

 

357,221

 

INTANGIBLE ASSETS, net

 

 

231,642

 

 

233,011

 

OTHER ASSETS

 

 

31,915

 

 

27,907

 

ASSETS OF DISCONTINUED OPERATIONS

 

 

5,136

 

 

5,803

 

 

 



 



 

Total Assets

 

$

1,857,348

 

$

1,749,516

 

 

 



 



 

CURRENT LIABILITIES

 

 

 

 

 

 

 

Notes payable and current portion of long-term debt

 

$

8,579

 

$

20,901

 

Accounts payable

 

 

186,358

 

 

185,165

 

Accrued liabilities

 

 

77,088

 

 

124,700

 

Liabilities of discontinued operations

 

 

4,323

 

 

4,289

 

 

 



 



 

Total Current Liabilities

 

 

276,348

 

 

335,055

 

LONG-TERM DEBT, net of debt discount of $21,139 and $30,650

 

 

666,995

 

 

503,935

 

OTHER LIABILITIES

 

 

197,482

 

 

191,365

 

LIABILITIES OF DISCONTINUED OPERATIONS

 

 

7,282

 

 

8,446

 

 

 



 



 

Total Liabilities

 

 

1,148,107

 

 

1,038,801

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 

 

SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

Total Shareholders’ Equity

 

 

709,241

 

 

710,715

 

 

 



 



 

Total Liabilities and Shareholders’ Equity

 

$

1,857,348

 

$

1,749,516

 

 

 



 



 



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

 

 

 

 

 

 

 

 

 

 

Six Months Ended March 31,

 

 

 


 

 

 

2011

 

2010

 

 

 


 


 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

Net income (loss)

 

$

(15,681

)

$

6,324

 

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

 

 

 

 

 

 

 

Income from discontinued operations

 

 

 

 

(110

)

Depreciation and amortization

 

 

29,378

 

 

20,208

 

Fair value write-up of acquired inventory sold

 

 

15,152

 

 

 

Stock-based compensation

 

 

4,647

 

 

2,935

 

Provision for losses on accounts receivable

 

 

709

 

 

1,138

 

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

 

 

3,677

 

 

2,711

 

Loss from debt extinguishment, net

 

 

26,164

 

 

6

 

Deferred income taxes

 

 

(2,539

)

 

(4,384

)

Gain on sale/disposal of assets

 

 

(380

)

 

 

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

 

 

 

 

 

 

 

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

 

 

(37,789

)

 

(26,170

)

(Increase) decrease in inventories

 

 

(14,705

)

 

1,998

 

Decrease in prepaid and other assets

 

 

2,575

 

 

4,170

 

Decrease in accounts payable, accrued liabilities and income taxes payable

 

 

(44,114

)

 

(3,724

)

Other changes, net

 

 

(2,793

)

 

409

 

 

 



 



 

Net cash provided by (used in) operating activities

 

 

(35,699

)

 

5,511

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

Acquisition of property, plant and equipment

 

 

(41,737

)

 

(17,689

)

Acquired business, net of cash acquired

 

 

(855

)

 

 

Funds restricted for capital projects

 

 

3,875

 

 

 

(Increase) decrease in equipment lease deposits

 

 

(351

)

 

28

 

Proceeds from sale of investment

 

 

1,333

 

 

 

 

 



 



 

Net cash used in investing activities

 

 

(37,735

)

 

(17,661

)

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

Proceeds from issuance of long-term debt

 

 

637,737

 

 

100,000

 

Payments of long-term debt

 

 

(498,771

)

 

(53,897

)

Increase in short-term borrowings

 

 

2,022

 

 

 

Financing costs

 

 

(21,239

)

 

(4,145

)

Purchase of ESOP shares

 

 

(8,310

)

 

 

Exercise of stock options

 

 

20

 

 

285

 

Tax benefit from exercise of options/vesting of restricted stock

 

 

23

 

 

99

 

Other, net

 

 

(94

)

 

37

 

 

 



 



 

Net cash provided by financing activities

 

 

111,388

 

 

42,379

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM DISCONTINUED OPERATIONS:

 

 

 

 

 

 

 

Net cash used in operating activities

 

 

(561

)

 

(269

)

 

 



 



 

Net cash used in discontinued operations

 

 

(561

)

 

(269

)

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and equivalents

 

 

1,142

 

 

(2,351

)

 

 



 



 

 

 

 

 

 

 

 

 

NET INCREASE IN CASH AND EQUIVALENTS

 

 

38,535

 

 

27,609

 

CASH AND EQUIVALENTS AT BEGINNING OF PERIOD

 

 

169,802

 

 

320,833

 

 

 



 



 

CASH AND EQUIVALENTS AT END OF PERIOD

 

$

208,337

 

$

348,442

 

 

 



 



 



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
March 31,

 

For the Six Months Ended
March 31,

 

 

 


 


 

 

 

2011

 

2010

 

2011

 

2010

 

 

 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Home & Building Products

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment operating profit (loss)

 

$

6,931

 

$

(3,714

)

$

5,308

 

$

3,147

 

Depreciation and amortization

 

 

7,688

 

 

2,586

 

 

14,088

 

 

5,183

 

Fair value write-up of acquired inventory sold

 

 

3,788

 

 

 

 

15,152

 

 

 

Restructuring charges

 

 

1,212

 

 

1,220

 

 

2,605

 

 

2,231

 

 

 



 



 



 



 

Segment adjusted EBITDA

 

 

19,619

 

 

92

 

 

37,153

 

 

10,561

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Telephonics

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment operating profit

 

 

11,225

 

 

10,622

 

 

21,918

 

 

17,617

 

Depreciation and amortization

 

 

1,704

 

 

1,787

 

 

3,417

 

 

3,413

 

 

 



 



 



 



 

Segment adjusted EBITDA

 

 

12,929

 

 

12,409

 

 

25,335

 

 

21,030

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Clopay Plastic Products

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment operating profit

 

 

5,170

 

 

5,086

 

 

9,312

 

 

5,447

 

Depreciation and amortization

 

 

6,061

 

 

5,833

 

 

11,705

 

 

11,446

 

 

 



 



 



 



 

Segment adjusted EBITDA

 

 

11,231

 

 

10,919

 

 

21,017

 

 

16,893

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

All segments:

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations - as reported

 

 

15,568

 

 

3,795

 

 

21,589

 

 

11,104

 

Unallocated amounts

 

 

6,581

 

 

7,610

 

 

11,687

 

 

13,891

 

Other, net

 

 

1,177

 

 

589

 

 

3,262

 

 

1,216

 

 

 



 



 



 



 

Segment operating profit

 

 

23,326

 

 

11,994

 

 

36,538

 

 

26,211

 

Depreciation and amortization

 

 

15,453

 

 

10,206

 

 

29,210

 

 

20,042

 

Fair value write-up of acquired inventory sold

 

 

3,788

 

 

 

 

15,152

 

 

 

Restructuring charges

 

 

1,212

 

 

1,220

 

 

2,605

 

 

2,231

 

 

 



 



 



 



 

Segment adjusted EBITDA

 

$

43,779

 

$

23,420

 

$

83,505

 

$

48,484

 

 

 



 



 



 



 



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
March 31,

 

For the Six Months Ended
March 31,

 

 

 


 


 

 

 

2011

 

2010

 

2011

 

2010

 

 

 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

 

$

(14,001

)

$

2,034

 

$

(15,681

)

$

6,214

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusting items, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from debt extinguishment, net

 

 

16,813

 

 

 

 

16,813

 

 

 

Fair value write-up of acquired inventory sold

 

 

2,462

 

 

 

 

9,849

 

 

 

Restructuring

 

 

788

 

 

793

 

 

1,693

 

 

1,450

 

Discrete tax items

 

 

 

 

(1,415

)

 

(241

)

 

(1,838

)

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted income (loss) from continuing operations

 

$

6,062

 

$

1,412

 

$

12,433

 

$

5,826

 

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings (loss) per common share

 

$

(0.24

)

$

0.03

 

$

(0.26

)

$

0.11

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusting items, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from debt extinguishment, net

 

 

0.28

 

 

 

 

0.28

 

 

 

Fair value write-up of acquired inventory sold

 

 

0.04

 

 

 

 

0.17

 

 

 

Restructuring

 

 

0.01

 

 

0.01

 

 

0.03

 

 

0.02

 

Discrete tax items

 

 

 

 

(0.02

)

 

 

 

(0.03

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted diluted earnings (loss) per common share

 

$

0.10

 

$

0.02

 

$

0.21

 

$

0.10

 

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares outstanding

 

 

59,280

 

 

59,939

 

 

59,277

 

 

59,769

 

 

 



 



 



 



 

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).