May 4, 2017   SOURCE: BusinessWire

Griffon Corporation Announces Second Quarter Results

Griffon Corporation (“Griffon” or the “Company”) (NYSE:GFF) today reported results for the second fiscal quarter ended March 31, 2017.

Revenue was $495.8 million, a decrease of 1% from the prior year quarter. Home & Building Products (“HBP”) revenue increased 2%, while Telephonics Corporation ("Telephonics") and Clopay Plastic Products Company ("PPC") decreased 7% and 3%, respectively, compared to the prior year quarter.

Segment adjusted EBITDA was $51.3 million, an increase of 6% from the prior year quarter. Segment adjusted EBITDA is defined as net income excluding interest income and expense, income taxes, depreciation and amortization and unallocated amounts (mainly corporate overhead), restructuring charges, loss on debt extinguishment and acquisition related expenses, as well as other items that may affect comparability, as applicable.

Net income was $5.0 million, or $0.12 per share, compared to $6.1 million, or $0.14 per share, in the prior year quarter. Current quarter results included a $1.3 million, or $0.03 per share, net provision for certain tax items, which affect comparability (see tax section below); tax items in the prior year quarter were immaterial. Excluding these tax items from the current quarter results, adjusted net income was $6.4 million, or $0.15 per share.

Ronald J. Kramer, Chief Executive Officer, commented, “We are pleased with our performance for the quarter, driven by our focus on execution and improved efficiencies. Second quarter EBITDA increased over the prior year at each of our segments, resulting in consolidated EBITDA increasing 6%. Halfway through the fiscal year, we are confident in our 2017 outlook and optimistic about our future.”

Segment Operating Results

Home & Building Products

Revenue was $285.5 million, an increase of 2% compared to the prior year quarter primarily driven by increased volume and pricing at Clopay Building Products Company, Inc. ("CBP"), increased revenue from The AMES Companies, Inc. ("AMES") market expansion in Australia, as well as from the Hills acquisition completed in the first quarter, partially offset by decreased pots and planters, snow tool and wheelbarrow sales.

Segment adjusted EBITDA was $27.6 million, increasing 5% compared to the prior year quarter, driven by improved margins from market expansion at AMES Australia, contribution from the Hills acquisition and benefit of increased CBP revenue, partially offset by increased material costs at CBP.

On April 29, 2017, AMES welcomed President Donald J. Trump on his 100th day in office, along with Vice President Michael R. Pence and Secretary of Commerce Wilbur L. Ross, to its wheelbarrow manufacturing plant located in Harrisburg, PA. Following a tour, President Trump signed two executive orders, adding another milestone to the company’s rich American history. Other honored guests included Secretary of Veterans Affairs David J. Shulkin and Director of Trade and Industrial Policy Peter Navarro.

Telephonics

Revenue was $98.3 million, a decrease of 7% from the prior year quarter, primarily due to decreased mobile ground surveillance radar systems sales.

Segment adjusted EBITDA was $11.8 million, increasing 13% from the prior year quarter, driven by improved program mix and operational efficiencies.

Contract backlog was $387 million at March 31, 2017, compared to $420 million at September 30, 2016, with approximately 73% expected to be fulfilled within the next twelve months. The decrease in backlog was primarily due to the timing of various international contract awards associated with radar and surveillance opportunities.

Plastic Products

Revenue was $112.0 million, decreasing 3% compared to the prior year quarter, primarily due to unfavorable product mix of 6%, partially offset by increased volume of 1% driven by North America and Brazil and reduced volume in Europe. Foreign currency had a 2% favorable impact on the current quarter revenue. Resin pricing did not have a material impact on revenue for the quarter; PPC adjusts selling prices based on underlying resin costs on a delayed basis.

Segment adjusted EBITDA was $11.9 million, an increase of 1% from the prior year quarter, driven by operational performance improvements in Europe, partially offset by unfavorable product mix. Resin and foreign currency did not have a material impact on EBITDA for the quarter.

Taxes

In the quarters ended March 31, 2017 and 2016, the Company reported pretax income, and recognized tax provisions of 50.7% and 38.0%, respectively. Current quarter results include a $1.3 million, or $0.03 per share, net provision primarily related to discrete items and a valuation allowance on net operating losses, which do not expire; tax items in the prior year quarter were immaterial. Excluding these tax items, the effective tax rate for the quarter ended March 31, 2017 was 37.7%.

Balance Sheet and Capital Expenditures

At March 31, 2017, the Company had cash and equivalents of $47 million, total debt outstanding of $1,010 million, net of discounts and issuance costs, and $158 million available for borrowing, subject to certain loan covenants under its revolving credit facility. Capital expenditures were $20.0 million in the current quarter.

On January 17, 2017, the $100 million 4% convertible notes settled for a total value of $173.9 million, comprised of $125 million in cash and 1,954,993 shares of common stock. The total settlement value for the convertible notes was based on the sum of the daily Volume Weighted Average Price multiplied by the conversion rate over a 40-day observation period. The revolver was used to fund the cash portion of the convert settlement.

Share Repurchases

In each of July 2015 and August 2016, Griffon’s Board of Directors authorized the repurchase of up to $50 million of Griffon’s outstanding common stock. Under these programs, the Company may purchase shares in the open market, including pursuant to a 10b5-1 plan, or in privately negotiated transactions. During the six months ended March 31, 2017, Griffon purchased 129,000 shares of common stock under these programs for a total of $2.2 million or $17.06 per share. At March 31, 2017, $49.4 million remained under existing Board authorizations.

From August 2011 to March 31, 2017, Griffon repurchased 20,429,298 shares of its common stock for a total of $261.6 million or $12.81 per share.

Conference Call Information

The Company will hold a conference call today, May 4, 2017, at 4:30 PM ET.

The call can be accessed by dialing 1-800-378-1475 (U.S. participants) or 1-719-457-2666 (International participants). Callers should ask to be connected to the Griffon Corporation teleconference or provide conference ID number 9638780.

A replay of the call will be available starting on Thursday, May 4, 2017 at 7:30 p.m. ET by dialing 1-844-512-2921 (U.S.) or 1-412-317-6671 (International), and entering the conference ID number: 9638780. The replay will be available through Thursday, May 18, 2017 at 11:59 PM ET.

Forward-looking Statements

“Safe Harbor” Statements under the Private Securities Litigation Reform Act of 1995: All statements related to, among other things, income (loss), earnings, cash flows, revenue, changes in operations, operating improvements, industries in which 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 Griffon's ability to achieve expected savings from cost control, restructuring, integration and disposal initiatives; the ability to identify and successfully consummate and integrate value-adding acquisition opportunities; 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; reduced military spending by the government on projects for which Griffon’s Telephonics Corporation supplies products, including as a result of defense budget cuts and other government actions; the ability of the federal government to fund and conduct its operations; increases in the cost of raw materials such as resin, wood and steel; changes in customer demand or loss of a material customer at one of Griffon's operating companies; the potential impact of seasonal variations and uncertain weather patterns on certain of Griffon’s businesses; political events that could impact the worldwide economy; a downgrade in the Griffon’s credit ratings; changes in international economic conditions including interest rate and currency exchange fluctuations; the reliance by certain of Griffon’s businesses on particular third party suppliers and manufacturers to meet customer demands; the relative mix of products and services offered by Griffon’s businesses, which could impact margins and operating efficiencies; short-term capacity constraints or prolonged excess capacity; unforeseen developments in contingencies, such as litigation, regulatory and environmental matters; unfavorable results of government agency contract audits of Telephonics Corporation; Griffon’s ability to adequately protect and maintain the validity of patent and other intellectual property rights; the cyclical nature of the businesses of certain Griffon’s 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, 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. Griffon 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 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. In order to further diversify, Griffon also seeks out, evaluates and, when appropriate, will acquire additional businesses that offer potentially attractive returns on capital.

Headquartered in New York, N.Y., the Company was founded in 1959 and is incorporated in Delaware. Griffon is listed on the New York Stock Exchanges and trades under the symbol GFF.

Griffon currently conducts its operations through three reportable segments:

  • Home & Building Products consists of two companies, AMES and CBP:
    • AMES, founded in 1774, is the leading U.S. manufacturer and a global provider of long-handled tools and landscaping products for homeowners and professionals.
    • CBP, since 1964, is a leading manufacturer and marketer of residential and commercial garage doors and sells to professional dealers and some of the largest home center retail chains in North America.
  • Telephonics, founded in 1933, is recognized globally as a leading provider of highly sophisticated intelligence, surveillance and communications solutions for defense, aerospace and commercial customers.
  • PPC, incorporated in 1934, is a global leader in the development and production of embossed, laminated and printed specialty plastic films for hygienic, health-care and industrial products and sells to some of the world's largest consumer products companies.

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

Griffon evaluates performance and allocates resources based on each segment's operating results before interest income and expense, income taxes, depreciation and amortization, unallocated amounts (mainly corporate overhead), restructuring charges, loss on debt extinguishment and acquisition related expenses, as well as other items that may affect comparability, as applicable ("Segment adjusted EBITDA", a non-GAAP measure). Griffon believes this information is useful to investors for the same reason.

The following table provides a reconciliation of Segment adjusted EBITDA to Income before taxes:

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

For the Three Months Ended
March 31,

For the Six Months Ended
March 31,

REVENUE       2017   2016 2017   2016
Home & Building Products:
AMES $ 162,907 $ 165,847 $ 283,631 $ 284,137
CBP 122,628   113,387   266,088   256,295  
Home & Building Products 285,535 279,234 549,719 540,432
Telephonics 98,272 105,874 186,365 214,911
PPC 111,957   114,999   226,780   238,913  
Total consolidated net sales $ 495,764   $ 500,107   $ 962,864   $ 994,256  
 
Segment adjusted EBITDA:
Home & Building Products $ 27,565 $ 26,338 $ 59,372 $ 56,167
Telephonics 11,787 10,444 19,895 20,788
PPC 11,904   11,781   26,341   23,566  
Total Segment adjusted EBITDA 51,256 48,563 105,608 100,521
Net interest expense (12,622 ) (12,348 ) (25,989 ) (24,360 )
 
Segment depreciation and amortization (18,655 ) (16,998 ) (36,945 ) (33,967 )
Unallocated amounts (9,740 ) (9,379 ) (19,459 ) (19,007 )
Income before taxes $ 10,239   $ 9,838   $ 23,215   $ 23,187  
 

The following is a reconciliation of each segment's operating results to Segment adjusted EBITDA:

       
GRIFFON CORPORATION AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP MEASURES
BY REPORTABLE SEGMENT
(in thousands)
(Unaudited)
 
Three Months Ended March 31, Six Months Ended March 31,
        2017   2016 2017   2016
Home & Building Products
Segment operating profit $ 18,313 $ 17,810 $ 40,953 $ 38,969
Depreciation and amortization 9,252   8,528   18,419   17,198
Segment adjusted EBITDA 27,565 26,338 59,372 56,167
 
Telephonics
Segment operating profit 9,016 7,875 14,407 15,688
Depreciation and amortization 2,771   2,569   5,488   5,100
Segment adjusted EBITDA 11,787 10,444 19,895 20,788
 
Clopay Plastic Products
Segment operating profit 5,272 5,880 13,303 11,897
Depreciation and amortization 6,632   5,901   13,038   11,669
Segment adjusted EBITDA 11,904 11,781 26,341 23,566
 
All segments:
Income from operations - as reported 23,060 22,571 49,445 47,377
Unallocated amounts 9,740 9,379 19,459 19,007
Other, net (199 ) (385 ) (241 ) 170
Segment operating profit 32,601 31,565 68,663 66,554
Depreciation and amortization 18,655   16,998   36,945   33,967
Segment adjusted EBITDA $ 51,256   $ 48,563   $ 105,608   $ 100,521
 

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

       
GRIFFON CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS)
(in thousands, except per share data)
(Unaudited)
 
Three Months Ended March 31, Six Months Ended March 31,
2017   2016 2017   2016
Revenue $ 495,764 $ 500,107 $ 962,864 $ 994,256
Cost of goods and services 380,215   385,950   731,187   763,994  
Gross profit 115,549 114,157 231,677 230,262
Selling, general and administrative expenses 92,489   91,586   182,232   182,885  
Income from operations 23,060 22,571 49,445 47,377
Other income (expense)
Interest expense (12,645 ) (12,392 ) (26,018 ) (24,415 )
Interest income 23 44 29 55
Other, net (199 ) (385 ) (241 ) 170  
Total other expense, net (12,821 ) (12,733 ) (26,230 ) (24,190 )
Income before taxes 10,239 9,838 23,215 23,187
Provision for income taxes 5,194   3,743   5,906   6,304  
Net income $ 5,045   $ 6,095   $ 17,309   $ 16,883  
Basic income per common share $ 0.12   $ 0.15   $ 0.43   $ 0.40  
Weighted-average shares outstanding 41,277   41,426   40,307   41,697  
Diluted income per common share $ 0.12   $ 0.14   $ 0.40   $ 0.38  
Weighted-average shares outstanding 43,229   43,891   42,776   44,727  
Net income $ 5,045 $ 6,095 $ 17,309 $ 16,883
Other comprehensive income (loss), net of taxes:
Foreign currency translation adjustments 8,409 13,683 (5,070 ) 10,334
 
Pension and other post retirement plans 544 386 1,088 772
Change in cash flow hedges (1,020 ) (1,649 ) 603   (2,664 )
Total other comprehensive income (loss), net of taxes 7,933   12,420   (3,379 ) 8,442  
Comprehensive income (loss), net $ 12,978   $ 18,515   $ 13,930   $ 25,325  
 
       
GRIFFON CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
 

(Unaudited)
At March 31,
2017

At September 30,
2016

CURRENT ASSETS
Cash and equivalents $ 47,425 $ 72,553
Accounts receivable, net of allowances of $7,872 and $6,425 252,039 233,751
Contract costs and recognized income not yet billed, net of progress payments of $4,380 and $8,001 119,573 126,961
Inventories, net 316,830 308,869
Prepaid and other current assets 39,706 38,605
Assets of discontinued operations 215   219
Total Current Assets 775,788 780,958
PROPERTY, PLANT AND EQUIPMENT, net 408,271 405,404
GOODWILL 360,085 361,185
INTANGIBLE ASSETS, net 210,676 210,599
OTHER ASSETS 18,131 21,982
ASSETS OF DISCONTINUED OPERATIONS 1,934   1,968
Total Assets $ 1,774,885   $ 1,782,096
 
CURRENT LIABILITIES
Notes payable and current portion of long-term debt $ 16,757 $ 22,644
Accounts payable 170,272 190,341
Accrued liabilities 86,894 103,594
Liabilities of discontinued operations 1,324   1,684
Total Current Liabilities 275,247 318,263
 
LONG-TERM DEBT, net 993,576 913,914
OTHER LIABILITIES 126,196 137,266
LIABILITIES OF DISCONTINUED OPERATIONS 1,941   1,706
Total Liabilities 1,396,960 1,371,149
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY
Total Shareholders’ Equity 377,925   410,947
Total Liabilities and Shareholders’ Equity $ 1,774,885   $ 1,782,096
 
     
GRIFFON CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
 
Six Months Ended March 31,
2017   2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 17,309 $ 16,883
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization 37,173 34,202
Stock-based compensation 4,795 5,555
Provision for losses on accounts receivable (18 ) (13 )
Amortization of debt discounts and issuance costs 2,919 3,384
Deferred income taxes (236 ) 1,537
Gain on sale of assets and investments (111 ) (255 )
Change in assets and liabilities, net of assets and liabilities acquired:
Increase in accounts receivable and contract costs and recognized income not yet billed (11,567 ) (43,751 )
(Increase) decrease in inventories (7,535 ) 17,617
Decrease in prepaid and other assets 2,283 2,220
Decrease in accounts payable, accrued liabilities and income taxes payable (37,084 ) (42,632 )
Other changes, net 843   2,037  
Net cash provided by (used in) operating activities 8,771 (3,216 )
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, plant and equipment (42,513 ) (45,952 )
Acquired businesses, net of cash acquired (6,051 ) (1,744 )
Investment in unconsolidated joint venture — (2,726 )
Proceeds from sale of assets 140 868
Investment sales —   715  
Net cash used in investing activities (48,424 ) (48,839 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid (5,137 ) (4,508 )
Purchase of shares for treasury (15,759 ) (33,640 )
Proceeds from long-term debt 195,655 139,604
Payments of long-term debt (123,264 ) (46,323 )
Change in short-term borrowings (488 ) (191 )
Share premium payment on settled debt (24,997 ) —
Financing costs (335 ) (1,120 )
Purchase of ESOP shares (9,213 ) —
Other, net (186 ) 307  
Net cash provided by financing activities 16,276 54,129
CASH FLOWS FROM DISCONTINUED OPERATIONS:
Net cash used in operating activities (738 ) (578 )
Net cash used in discontinued operations (738 ) (578 )
Effect of exchange rate changes on cash and equivalents (1,013 ) 785  
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS (25,128 ) 2,281
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 72,553   52,001  
CASH AND EQUIVALENTS AT END OF PERIOD $ 47,425   $ 54,282  
 

Griffon evaluates performance based on Earnings per share and Net income excluding restructuring charges, and discrete and certain other tax items, as applicable. Griffon believes this information is useful to investors. The following table provides a reconciliation of Net income to adjusted net income and earnings per share to Adjusted earnings per share:

       
GRIFFON CORPORATION AND SUBSIDIARIES
RECONCILIATION OF NET INCOME TO ADJUSTED NET INCOME
(in thousands, except per share data)
(Unaudited)
 

For the Three Months Ended
March 31,

For the Six Months Ended
March 31,

2017   2016 2017   2016
Net income $ 5,045 $ 6,095 $ 17,309 $ 16,883
 
Adjusting items, net of tax:
Discrete and certain other tax provisions (benefits) 1,334   43   (2,929 ) (2,548 )
 
Adjusted net income $ 6,379   $ 6,138   $ 14,380   $ 14,335  
 
Diluted income per common share $ 0.12 $ 0.14 $ 0.40 $ 0.38
 
Adjusting items, net of tax:
Discrete and certain other tax provisions (benefits) 0.03 — (0.07 ) (0.06 )
 
Adjusted earnings per common share $ 0.15   $ 0.14   $ 0.34   $ 0.32  
 
Weighted-average shares outstanding (in thousands) 43,229   43,891   42,776   44,727  
 

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