GFF 12-31-2014 10Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q 
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended December 31, 2014

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from          to
 
Commission File Number: 1-06620
 
GRIFFON CORPORATION
(Exact name of registrant as specified in its charter) 
DELAWARE
 
11-1893410
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
 
 
 
712 Fifth Ave, 18th Floor, New York, New York
 
10019
(Address of principal executive offices)
 
(Zip Code)
 
(212) 957-5000
(Registrant’s telephone number, including area code)
 
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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ý Yes o No
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ý Yes o No
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o
 
Accelerated filer
ý
Non-accelerated filer  o
 
Smaller reporting company
o
(Do not check if a smaller reporting company)
 
 
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes ý No
 
The number of shares of common stock outstanding at December 31, 2014 was 52,432,620.




Griffon Corporation and Subsidiaries
 
Contents
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


Table of Contents

Part I – Financial Information
Item 1 – Financial Statements
 
GRIFFON CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)

 
(Unaudited)
 
 
 
December 31,
2014
 
September 30,
2014
CURRENT ASSETS
 
 
 
Cash and equivalents
$
46,566

 
$
92,405

Accounts receivable, net of allowances of $7,506 and $7,336
237,177

 
258,436

Contract costs and recognized income not yet billed, net of progress payments of $16,985 at both December 31, 2014 and September 30, 2014
102,465

 
109,930

Inventories, net
319,421

 
290,135

Prepaid and other current assets
58,347

 
62,569

Assets of discontinued operations
1,622

 
1,624

Total Current Assets
765,598

 
815,099

PROPERTY, PLANT AND EQUIPMENT, net
367,182

 
370,565

GOODWILL
367,091

 
371,846

INTANGIBLE ASSETS, net
227,834

 
233,623

OTHER ASSETS
25,849

 
27,102

ASSETS OF DISCONTINUED OPERATIONS
2,109

 
2,126

Total Assets
$
1,755,663

 
$
1,820,361

 
 
 
 
CURRENT LIABILITIES
 

 
 

Notes payable and current portion of long-term debt
$
6,615

 
$
7,886

Accounts payable
201,131

 
218,703

Accrued liabilities
83,120

 
101,292

Liabilities of discontinued operations
3,170

 
3,282

Total Current Liabilities
294,036

 
331,163

LONG-TERM DEBT, net of debt discount of $8,622 and $9,584
802,855

 
805,101

OTHER LIABILITIES
143,365

 
148,240

LIABILITIES OF DISCONTINUED OPERATIONS
3,542

 
3,830

Total Liabilities
1,243,798

 
1,288,334

COMMITMENTS AND CONTINGENCIES - See Note 19


 


SHAREHOLDERS’ EQUITY
 

 
 

Total Shareholders’ Equity
511,865

 
532,027

Total Liabilities and Shareholders’ Equity
$
1,755,663

 
$
1,820,361



1

Table of Contents

GRIFFON CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
(Unaudited)
 
 
COMMON STOCK
 
CAPITAL IN
EXCESS OF
PAR VALUE
 
RETAINED
EARNINGS
 
TREASURY SHARES
 
ACCUMULATED
OTHER
COMPREHENSIVE
INCOME (LOSS)
 
DEFERRED
COMPENSATION
 
 
(in thousands)
SHARES
 
PAR VALUE
 
 
 
SHARES
 
COST
 
 
 
Total
Balance at September 30, 2014
78,484

 
$
19,621

 
$
506,090

 
$
427,913

 
25,335

 
$
(354,216
)
 
$
(30,064
)
 
$
(37,317
)
 
$
532,027

Net income

 

 

 
7,471

 

 

 

 

 
7,471

Dividend

 

 

 
(1,910
)
 

 

 

 

 
(1,910
)
Tax effect from exercise/vesting of equity awards, net

 

 
342

 

 

 

 

 

 
342

Amortization of deferred compensation

 

 

 

 

 

 

 
654

 
654

Common stock acquired

 

 

 

 
1,086

 
(13,170
)
 

 

 
(13,170
)
Stock grants and equity awards, net
370

 
93

 
(93
)
 

 

 

 

 

 

ESOP allocation of common stock

 

 
57

 

 

 

 

 

 
57

Stock-based compensation

 

 
2,577

 

 

 

 

 

 
2,577

Other comprehensive loss, net of tax

 

 

 

 

 

 
(16,183
)
 

 
(16,183
)
Balance at December 31, 2014
78,854

 
$
19,714

 
$
508,973

 
$
433,474

 
26,421

 
$
(367,386
)
 
$
(46,247
)
 
$
(36,663
)
 
$
511,865

 
The accompanying notes to condensed consolidated financial statements are an integral part of these statements.


2

Table of Contents

GRIFFON CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(in thousands, except per share data)
(Unaudited)
 
 
Three Months Ended December 31,
 
2014
 
2013
Revenue
$
502,160

 
$
453,458

Cost of goods and services
384,171

 
347,955

Gross profit
117,989

 
105,503

 
 
 
 
Selling, general and administrative expenses
93,896

 
87,680

Restructuring and other related charges

 
842

Total operating expenses
93,896

 
88,522

 
 
 
 
Income from operations
24,093

 
16,981

 
 
 
 
Other income (expense)
 

 
 

Interest expense
(11,754
)
 
(13,134
)
Interest income
117

 
33

Other, net
(451
)
 
906

Total other expense, net
(12,088
)
 
(12,195
)
 
 
 
 
Income before taxes
12,005

 
4,786

Provision for income taxes
4,534

 
1,550

Net income
$
7,471

 
$
3,236

 
 
 
 
Basic income per common share
$
0.16

 
$
0.06

Weighted-average shares outstanding
46,310

 
52,754

 
 
 
 
Diluted income per common share
$
0.16

 
$
0.06

Weighted-average shares outstanding
48,136

 
54,633

 
 
 
 
Dividends paid per common share
$
0.04

 
$
0.03

 
 
 
 
Net income
$
7,471

 
$
3,236

Other comprehensive income (loss), net of taxes:
 

 
 

Foreign currency translation adjustments
(15,500
)
 
(3,137
)
Pension and other post retirement plans
353

 
316

Loss on cash flow hedge
(74
)
 

Loss on available-for-sale securities
(962
)
 

Total other comprehensive income (loss), net of taxes
(16,183
)
 
(2,821
)
Comprehensive income (loss), net
$
(8,712
)
 
$
415

 
The accompanying notes to condensed consolidated financial statements are an integral part of these statements.


3

Table of Contents

GRIFFON CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
 
Three Months Ended December 31,
 
2014
 
2013
CASH FLOWS FROM OPERATING ACTIVITIES:
 

 
 

Net income
$
7,471

 
$
3,236

 
 
 
 
Adjustments to reconcile net income to net cash used in operating activities:
 

 
 

 
 
 
 
Depreciation and amortization
17,260

 
16,793

Stock-based compensation
2,577

 
1,675

Asset impairment charges - restructuring

 
109

Provision for losses on accounts receivable
156

 
185

Amortization of deferred financing costs and debt discounts
1,634

 
1,606

Deferred income taxes
1,501

 
(239
)
Loss on sale/disposal of assets
171

 
53

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

 
 

Decrease in accounts receivable and contract costs and recognized income not yet billed
24,824

 
12,835

Increase in inventories
(32,658
)
 
(33,915
)
Increase in prepaid and other assets
(2,177
)
 
(1,628
)
Decrease in accounts payable, accrued liabilities and income taxes payable
(30,051
)
 
(27,532
)
Other changes, net
1,242

 
543

Net cash used in operating activities
(8,050
)
 
(26,279
)
 
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES:
 

 
 

Acquisition of property, plant and equipment
(18,921
)
 
(17,916
)
Acquired businesses, net of cash acquired

 
(21,781
)
Proceeds from sale of assets
107

 
224

Net cash used in investing activities
(18,814
)
 
(39,473
)
 
 
 
 
CASH FLOWS FROM FINANCING ACTIVITIES:
 

 
 

Dividends paid
(1,910
)
 
(1,719
)
Purchase of shares for treasury
(13,170
)
 
(55,189
)
Proceeds from long-term debt
10,279

 
57,635

Payments of long-term debt
(11,295
)
 
(25,246
)
Change in short-term borrowings
(1,201
)
 
9,940

Financing costs
(29
)
 
(681
)
Purchase of ESOP shares

 
(1,591
)
Tax benefit from exercise/vesting of equity awards, net
342

 
273

Other, net
102

 
31

Net cash used in financing activities
(16,882
)
 
(16,547
)
 
 
 
 
CASH FLOWS FROM DISCONTINUED OPERATIONS:
 

 
 

Net cash used in operating activities
(380
)
 
(299
)
Net cash used in discontinued operations
(380
)
 
(299
)
 
 
 
 
Effect of exchange rate changes on cash and equivalents
(1,713
)
 
(158
)
 
 
 
 
NET DECREASE IN CASH AND EQUIVALENTS
(45,839
)
 
(82,756
)
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD
92,405

 
178,130

CASH AND EQUIVALENTS AT END OF PERIOD
$
46,566

 
$
95,374

The accompanying notes to condensed consolidated financial statements are an integral part of these statements.

4

Table of Contents
GRIFFON CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(US dollars and non US currencies in thousands, except per share data)
(Unaudited)
(Unless otherwise indicated, references to years or year-end refer to Griffon’s fiscal period ending September 30)



NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
 
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, to further diversify, also seeks out, evaluates and, when appropriate, will acquire additional businesses that offer potentially attractive returns on capital.
 
Griffon currently conducts its operations through three reportable segments:
 
Home & Building Products (“HBP”) consists of two companies, The AMES Companies, Inc. (“AMES”) and Clopay Building Products Company, Inc. (“CBP”):

- AMES is a global provider of non-powered landscaping products that make work easier for homeowners and professionals.

- CBP is a leading manufacturer and marketer of residential, commercial and industrial garage doors to professional installing dealers and major home center retail chains.

Telephonics Corporation (“Telephonics”) designs, develops and manufactures high-technology integrated information, communication and sensor system solutions to military and commercial markets worldwide.

Clopay Plastic Products Company, Inc. (“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.

Basis of Presentation
 
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these financial statements do not include all the information and footnotes required by U.S. GAAP for complete financial statements. As such, they should be read with reference to Griffon’s Annual Report on Form 10-K for the year ended September 30, 2014, which provides a more complete explanation of Griffon’s accounting policies, financial position, operating results, business properties and other matters. In the opinion of management, these financial statements reflect all adjustments considered necessary for a fair statement of interim results. Griffon’s HBP operations are seasonal; for this and other reasons, the financial results of the Company for any interim period are not necessarily indicative of the results for the full year.
 
The condensed consolidated balance sheet information at September 30, 2014 was derived from the audited financial statements included in Griffon’s Annual Report on Form 10-K for the year ended September 30, 2014.
 
The consolidated financial statements include the accounts of Griffon and all subsidiaries. Intercompany accounts and transactions have been eliminated on consolidation.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. These estimates may be adjusted due to changes in economic, industry or customer financial conditions, as well as changes in technology or demand. Significant estimates include allowances for doubtful accounts receivable and returns, net realizable value of inventories, restructuring reserves, valuation of goodwill and intangible assets, percentage of completion method of accounting, pension assumptions, useful lives associated with depreciation and amortization of intangible and fixed assets, warranty reserves, sales incentive accruals, stock based

5


compensation assumptions, income taxes and tax valuation reserves, environmental reserves, legal reserves, insurance reserves and the valuation of assets and liabilities of discontinued operations, acquisition assumptions used and the accompanying disclosures. These estimates are based on management’s best knowledge of current events and actions Griffon may undertake in the future. Actual results may ultimately differ from these estimates.
 
Certain amounts in the prior year have been reclassified to conform to current year presentation.

NOTE 2 – FAIR VALUE MEASUREMENTS
 
The carrying values of cash and equivalents, accounts receivable, accounts and notes payable, and revolving credit debt approximate fair value due to either the short-term nature of such instruments or the fact that the interest rate of the revolving credit debt is based upon current market rates.

Applicable accounting guidance establishes a fair value hierarchy requiring the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the hierarchy is based on the lowest level of input that is significant to the fair value measurement. The accounting guidance establishes three levels of inputs that may be used to measure fair value, as follows:

Level 1 inputs are measured and recorded at fair value based upon quoted prices in active markets for identical assets.

Level 2 inputs include inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of assets or liabilities.

Level 3 inputs are unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
 
The fair values of Griffon’s 2022 senior notes and 2017 4% convertible notes approximated $568,500 and $116,375, respectively, on December 31, 2014. Fair values were based upon quoted market prices (level 1 inputs).
 
Insurance contracts with values of $3,392 at December 31, 2014, are measured and recorded at fair value based upon quoted prices in active markets for similar assets (level 2 inputs) and are included in Prepaid and other current assets on the Consolidated Balance Sheets.
 
Items Measured at Fair Value on a Recurring Basis

At December 31, 2014, available-for-sale securities, measured at fair value based on quoted prices in active markets for the underlying assets (level 1 inputs), and trading securities, measured at fair value based on quoted prices in active markets for similar assets (level 2 inputs), with values of $8,290 ($8,400 cost basis) and $1,320 ($1,000 cost basis), respectively, are included in Prepaid and other current assets on the Consolidated Balance Sheets. Unrealized gains and losses, net of deferred taxes, on available-for-sale securities are included in our Consolidated Balance Sheets as a component of Accumulated other comprehensive income (loss) (‘‘AOCI’’). Realized and unrealized gains and losses on trading securities, and realized gains and losses on available-for-sale securities are included in Other income in the Consolidated Statements of Operations and Comprehensive Income (Loss).

In the normal course of business, Griffon’s operations are exposed to the effect of changes in foreign currency exchange rates. To manage these risks, Griffon may enter into various derivative contracts such as foreign currency exchange contracts, including forwards and options. During 2014, Griffon entered into several such contracts in order to lock into a foreign currency rate for planned settlements of trade and inter-company liabilities payable in US dollars. At inception, these hedges were all deemed effective as cash flow hedges with gains and losses related to changes in fair value deferred and recorded in Other comprehensive income (loss) and Prepaid and other current assets until settlement. Upon settlement, gains and losses were recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss) as Other income. Griffon had $3,940 of Australian

6



dollar contracts at a weighted average rate of $1.23, which qualified for hedge accounting at December 31, 2014. AOCI included deferred gains of $273 ($178, net of tax) at December 31, 2014.

At December 31, 2014, Griffon had $3,181 of Canadian dollar contracts at a weighted average rate of $1.17. The contracts, which protect Canada operations from currency fluctuations for U.S. dollar based purchases, do not qualify for hedge accounting and a fair value gain of $93 was recorded in Other assets and to Other income for the outstanding contracts, based on similar contract values (level 2 inputs), for the quarter ended December 31, 2014. All contracts expire in 16 to 286 days. A loss of $74 was recorded in Other Income during the quarter for all settled contracts.

NOTE 3 – ACQUISITIONS
 
On May 21, 2014, AMES acquired the Australian Garden and Tools business of Illinois Tool Works, Inc. (“Cyclone”) for approximately $40,000, including a $4,000 working capital adjustment. Cyclone, which was integrated with AMES, offers a full range of quality garden and hand tool products sold under various leading brand names including Cyclone®, Nylex® and Trojan®, designed to meet the requirements of both the Do-it-Yourself and professional trade segments. Selling, General and Administrative ("SG&A") expenses included $2,363 of related acquisition costs recorded in the third and fourth quarters of 2014.

On December 31, 2013, AMES acquired Northcote Pottery (“Northcote”), founded in 1897 and a leading brand in the Australian outdoor planter and decor market, for approximately $22,000. Northcote, which was integrated with AMES, complements Southern Patio, acquired in 2011, and, with Cyclone, adds to AMES’ existing lawn and garden operations in Australia. First quarter 2014 SG&A expenses included $798 of related acquisition costs.
 
The accounts of the acquired companies, after adjustment to reflect fair market values (level 3 inputs), have been included in the consolidated financial statements from the date of acquisition; in each instance, acquired inventory was not significant. Griffon is in the process of finalizing the initial purchase price allocation for Cyclone as of the date of these financial statements, primarily with respect to the finalization of tax accounts.

The following table summarizes the fair values of the Cyclone and Northcote assets and liabilities as of the date of acquisition:
 
Cyclone
Northcote
Total
Current Assets, net of cash acquired
$
21,116

$
7,398

$
28,514

PP&E
488

1,385

1,873

Goodwill
11,322

11,254

22,576

Amortizable intangible assets
11,608

6,098

17,706

Indefinite life intangible assets
3,548

3,121

6,669

Total assets acquired
48,082

29,256

77,338

Total liabilities assumed
(8,557
)
(7,475
)
(16,032
)
Net assets acquired
$
39,525

$
21,781

$
61,306

The amounts assigned to major intangible asset classifications, none of which are tax deductible, for the Cyclone and Northcote acquisitions are as follows:
 
Cyclone
Northcote
Total
Amortization
Period (Years)
Goodwill
$
11,322

$
11,254

22,576

N/A
Tradenames
3,548

3,121

6,669

Indefinite
Customer relationships
11,608

6,098

17,706

25
 
$
26,478

$
20,473

46,951

 


7



NOTE 4 – INVENTORIES
 
Inventories are stated at the lower of cost (first-in, first-out or average) or market.
 
The following table details the components of inventory:
 
At December 31, 2014
 
At September 30, 2014
Raw materials and supplies
$
80,395

 
$
75,560

Work in process
76,461

 
67,866

Finished goods
162,565

 
146,709

Total
$
319,421

 
$
290,135

 
NOTE 5 – PROPERTY, PLANT AND EQUIPMENT

The following table details the components of property, plant and equipment, net:
 
At December 31, 2014
 
At September 30, 2014
Land, building and building improvements
$
125,423

 
$
127,714

Machinery and equipment
723,593

 
720,417

Leasehold improvements
44,066

 
42,852


893,082

 
890,983

Accumulated depreciation and amortization
(525,900
)
 
(520,418
)
Total
$
367,182

 
$
370,565

Depreciation and amortization expense for property, plant and equipment was $15,279 and $14,905 for the quarters ended December 31, 2014 and 2013, respectively. Depreciation included in SG&A expenses was $3,170 and $2,842 for the quarters ended December 31, 2014 and 2013, respectively. The remaining components of depreciation, attributable to manufacturing operations, are included in Cost of goods and services.

No event or indicator of impairment occurred during the quarter ended December 31, 2014, which would require additional impairment testing of property, plant and equipment.
 
NOTE 6 – GOODWILL AND OTHER INTANGIBLES
 
The following table provides changes in the carrying value of goodwill by segment during the quarter ended December 31, 2014:

 
At September 30, 2014

Other
adjustments
including currency
translations

At December 31, 2014
Home & Building Products
$
288,396

 
$
(1,524
)
 
$
286,872

Telephonics
18,545

 

 
18,545

Plastics
64,905

 
(3,231
)
 
61,674

Total
$
371,846

 
$
(4,755
)
 
$
367,091



8


The following table provides the gross carrying value and accumulated amortization for each major class of intangible assets:
 
 
At December 31, 2014
 
 
 
At September 30, 2014
 
Gross Carrying Amount
 
Accumulated
Amortization
 
Average
Life
(Years)
 
Gross Carrying Amount
 
Accumulated
Amortization
Customer relationships
$
176,670

 
$
36,325

 
25
 
$
180,282

 
$
35,280

Unpatented technology
6,303

 
3,314

 
13
 
6,500

 
3,313

Total amortizable intangible assets
182,973

 
39,639

 
 
 
186,782

 
38,593

Trademarks
84,500

 

 
 
 
85,434

 

Total intangible assets
$
267,473

 
$
39,639

 
 
 
$
272,216

 
$
38,593

 
Amortization expense for intangible assets was $1,981 and $1,888 for the quarters ended December 31, 2014 and 2013, respectively.
 
No event or indicator of impairment occurred during the quarter ended December 31, 2014, which would require impairment testing of long-lived intangible assets including goodwill.
 
NOTE 7 – INCOME TAXES
 
The effective tax rate for the quarter ended December 31, 2014 was 37.8% compared to 32.4% in the comparable prior year quarter. The current and prior year tax rates reflect the impact of permanent differences not deductible in determining taxable income, changes in earnings mix between domestic and non-domestic operations, and tax reserves. 
 
The quarter ended December 31, 2014 included a net tax provision of $349 for discrete items resulting primarily from the provision for taxes on repatriation of foreign earnings, partially offset by the benefit of the retroactive extension of the federal R&D credit signed into law December 19, 2014, and release of a valuation allowance. The comparable prior year quarter included $289 of benefits from discrete items primarily resulting from release of previously established reserves for uncertain tax positions on conclusion of tax audits and benefits arising on the filing of tax returns in various jurisdictions.

Excluding discrete items, the effective tax rate for the quarter ended December 31, 2014 was 34.9% compared to 38.4% in the comparable prior year quarter.


9


NOTE 8 – LONG-TERM DEBT
 
 
 
At December 31, 2014
 
At September 30, 2014
  
 
Outstanding Balance

Original Issuer Discount

Balance Sheet

Capitalized Fees & Expenses

Coupon Interest Rate (1)

Outstanding Balance

Original Issuer Discount

Balance Sheet

Capitalized Fees & Expenses

Coupon Interest Rate (1)
Senior notes due 2022
(a)
600,000

 

 
600,000

 
9,231

 
5.25
%
 
600,000

 

 
600,000

 
9,553

 
5.25
%
Revolver due 2019
(a)
25,000

 

 
25,000

 
1,851

 
n/a

 
25,000

 

 
25,000

 
2,009

 
n/a

Convert. debt due 2017
(b)
100,000

 
(8,622
)
 
91,378

 
923

 
4.00
%
 
100,000

 
(9,584
)
 
90,416

 
1,034

 
4.00
%
Real estate mortgages
(c)
16,173

 

 
16,173

 
540

 
n/a

 
16,388

 

 
16,388

 
576

 
n/a

ESOP Loans
(d)
38,396

 

 
38,396

 
275

 
n/a

 
38,946

 

 
38,946

 
262

 
n/a

Capital lease - real estate
(e)
8,299

 

 
8,299

 
174

 
5.00
%
 
8,551

 

 
8,551

 
181

 
5.00
%
Non U.S. lines of credit
(f)
1,945

 

 
1,945

 

 
n/a

 
3,306

 

 
3,306

 

 
n/a

Non U.S. term loans
(f)
26,442

 

 
26,442

 
133

 
n/a

 
28,470

 

 
28,470

 
161

 
n/a

Other long term debt
(g)
1,837

 

 
1,837

 
30

 
n/a

 
1,910

 

 
1,910

 
24

 
n/a

Totals
 
818,092

 
(8,622
)
 
809,470

 
$
13,157

 
 

 
822,571

 
(9,584
)
 
812,987

 
$
13,800

 
 

less: Current portion
 
(6,615
)
 

 
(6,615
)
 
 

 
 

 
(7,886
)
 

 
(7,886
)
 
 

 
 

Long-term debt
 
$
811,477

 
$
(8,622
)
 
$
802,855

 
 

 
 

 
$
814,685

 
$
(9,584
)
 
$
805,101

 
 

 
 

 

10


 
 
Three Months Ended December 31, 2014
 
Three Months Ended December 31, 2013
 
 
Effective Interest Rate (1)

Cash Interest

Amort. Debt
Discount

Amort.
Deferred Cost
& Other Fees

Total Interest Expense

Effective Interest Rate (1)

Cash Interest

Amort. Debt
Discount

Amort.
Deferred Cost
& Other Fees

Total Interest Expense
Senior notes due 2018
(a)
n/a

 
$

 
$

 
$

 
$

 
7.4
%
 
$
9,797

 
$

 
$
406

 
$
10,203

Senior notes due 2022
(a)
5.4
%
 
7,875

 

 
322

 
8,197

 
n/a

 

 

 

 

Revolver due 2019
(a)
n/a

 
338

 

 
158

 
496

 
n/a

 
167

 

 
136

 
303

Convert. debt due 2017
(b)
9.0
%
 
1,000

 
962

 
111

 
2,073

 
9.0
%
 
1,000

 
883

 
111

 
1,994

Real estate mortgages
(c)
3.9
%
 
124

 

 
36

 
160

 
3.6
%
 
130

 

 
36

 
166

ESOP Loans
(d)
2.8
%
 
260

 

 
17

 
277

 
2.9
%
 
152

 

 
2

 
154

Capital lease - real estate
(e)
5.3
%
 
106

 

 
6

 
112

 
5.3
%
 
119

 

 
6

 
125

Non U.S. lines of credit
(f)
n/a

 
141

 

 

 
141

 
n/a

 
193

 

 

 
193

Non U.S. term loans
(f)
n/a

 
388

 

 
16

 
404

 
n/a

 
52

 

 
26

 
78

Other long term debt
(g)
n/a

 
31

 

 

 
31

 
n/a

 
11

 

 

 
11

Capitalized interest
 
 

 
(143
)
 

 
6

 
(137
)
 
 

 
(93
)
 

 

 
(93
)
Totals
 
 

 
$
10,120

 
$
962

 
$
672

 
$
11,754

 
 

 
$
11,528

 
$
883

 
$
723

 
$
13,134

(1) not applicable = n/a

11


(a)
On February 27, 2014, in an unregistered offering through a private placement under Rule 144A, Griffon issued, at par, $600,000 of 5.25% Senior Notes due 2022 (“Senior Notes”); interest is payable semi-annually on March 1 and September 1, starting September 1, 2014. Proceeds from the Senior Notes were used to redeem $550,000 of 7.125% senior notes due 2018, to pay a call and tender offer premium of $31,530 and to make interest payments of $16,716, with the balance used to pay a portion of the related transaction fees and expenses. In connection with the issuance of the Senior Notes, all obligations under the $550,000 of 7.125% senior notes due 2018 were discharged.

The Senior Notes are senior unsecured obligations of Griffon guaranteed by certain domestic subsidiaries, and subject to certain covenants, limitations and restrictions. On June 18, 2014, Griffon exchanged all of the Senior Notes for substantially identical Senior Notes registered under the Securities Act of 1933 via an exchange offer. The fair value of the Senior Notes approximated $568,500 on September 30, 2014 based upon quoted market prices (level 1 inputs).

In connection with these transactions, Griffon capitalized $10,313 of underwriting fees and other expenses incurred related to the issuance and exchange of the Senior Notes, which will amortize over the term of such notes. Griffon recognized a loss on the early extinguishment of debt on the 7.125% senior notes aggregating $38,890, comprised of the $31,530 tender offer premium, the write-off of $6,574 of remaining deferred financing fees and $786 of prepaid interest on defeased notes.
 
On February 14, 2014, Griffon amended its $225,000 Revolving Credit Facility (“Credit Agreement”) to extend its maturity date from March 28, 2018 to March 28, 2019, and to amend certain financial maintenance and negative covenants to improve Griffon's financial and operating flexibility. The facility includes a letter of credit sub-facility with a limit of $60,000, a multi-currency sub-facility of $50,000 and a swing line sub-facility with a limit of $30,000. Borrowings under the Credit Agreement may be repaid and re-borrowed at any time, subject to final maturity of the facility or the occurrence of a default or an event of default under the Credit Agreement. Interest is payable on borrowings at either a LIBOR or base rate benchmark rate, in each case without a floor, plus an applicable margin, which adjusts based on financial performance. Current margins are 1.25% for base rate loans and 2.25% for LIBOR loans. The Credit Agreement has certain financial maintenance tests including a maximum total leverage ratio, a maximum senior secured leverage ratio and a minimum interest coverage ratio, as well as customary affirmative and negative covenants and events of default. The negative covenants place limits on Griffon's ability to, among other things, incur indebtedness, incur liens and make restricted payments and investments. Borrowings under the Credit Agreement are guaranteed by Griffon’s material domestic subsidiaries and are secured, on a first priority basis, by substantially all domestic assets of the Company and the guarantors and a pledge of not greater than 65% of the equity interest in each of Griffon’s material, first-tier foreign subsidiaries (except that a lien on the assets of Griffon's material domestic subsidiaries securing a limited amount of the debt under the credit agreement relating to Griffon's Employee Stock Ownership Plan ranks pari passu with the lien granted on such assets under the Credit Agreement; see footnote (d) below). At December 31, 2014, outstanding borrowings and standby letters of credit were $25,000 and $19,285, respectively, under the Credit Agreement; $180,715 was available for borrowing at that date.

(b)
On December 21, 2009, Griffon issued $100,000 principal of 4% convertible subordinated notes due 2017 (the “2017 Notes”). The current conversion rate of the 2017 Notes is 68.6238 shares of Griffon’s common stock per $1 principal amount of notes, corresponding to a conversion price of $14.57 per share. When a cash dividend is declared that would result in an adjustment to the conversion ratio of less than 1%, any adjustment to the conversion ratio is deferred until the first to occur of (i) actual conversion; (ii) the 42nd trading day prior to maturity of the notes; and (iii) such time as the cumulative adjustment equals or exceeds 1%. As of December 31, 2014, aggregate dividends since the last conversion price adjustment of $0.10 per share would have resulted in an adjustment to the conversion ratio of approximately 0.84%. At both December 31, 2014 and 2013, the 2017 Notes had a capital in excess of par component, net of tax, of $15,720. The fair value of the 2017 Notes approximated $116,375 on December 31, 2014 based upon quoted market prices (level 1 inputs).

(c)
On October 21, 2013, Griffon refinanced two real estate mortgages to secure loans totaling $17,175. The loans mature in October 2018, are collateralized by the related properties and are guaranteed by Griffon. The loans bear interest at a rate of LIBOR plus 2.75%.

(d)
In December 2013, Griffon’s Employee Stock Ownership Plan (“ESOP”) entered into an agreement that refinanced the two existing ESOP loans into one new Term Loan in the amount of $21,098 (the "Agreement"). The Agreement also provided for a Line Note with $10,000 available to purchase shares of Griffon common stock in the open market. In July 2014, Griffon's ESOP entered into an amendment to the existing Agreement which provided an additional $10,000 Line Note available to purchase shares in the

12


open market. During 2014, the Line Notes were combined with the Term Loan to form one new Term Loan. The Term Loan bears interest at LIBOR plus 2.38% or the lender’s prime rate, at Griffon’s option. The Term Loan requires quarterly principal payments of $506, with a balloon payment of approximately $30,137 due at maturity on December 31, 2018. During 2014, 1,591,117 shares of Griffon common stock, for a total of $20,000 or $12.57 per share, were purchased with proceeds from the Line Notes. During the first quarter of 2015, no shares of Griffon's common stock were purchased. As of December 31, 2014, $38,396 was outstanding under the Term Loan. The Term Loan is secured by shares purchased with the proceeds of the loan and with a lien on a specific amount of Griffon assets (which lien ranks pari passu with the lien granted on such assets under the Credit Agreement) and is guaranteed by Griffon.

(e)
In October 2006, CBP entered into a capital lease totaling $14,290 for real estate in Troy, Ohio. The lease matures in 2022, bears interest at a fixed rate of 5.0%, is secured by a mortgage on the real estate and is guaranteed by Griffon.

(f)
In November 2010, Clopay Europe GmbH (“Clopay Europe”) entered into a €10,000 revolving credit facility and a €20,000 term loan. The term loan was paid off in December 2013 and the revolver had no borrowings outstanding at December 31, 2014. The revolving facility matures in November 2015 and is renewable upon mutual agreement with the bank. The revolving credit facility accrues interest at EURIBOR plus 2.20% per annum (2.28% at December 31, 2014). Clopay Europe is required to maintain a certain minimum equity to assets ratio and keep leverage below a certain level, defined as the ratio of total debt to EBITDA.
Clopay do Brazil maintains lines of credit of $4,800. Interest on borrowings accrues at a rate of Brazilian CDI plus 6.0% (16.80% at December 31, 2014). At December 31, 2014 there was $1,945 borrowed under the lines. Clopay Plastic Products Company, Inc. guarantees the loan and lines.
In November 2012, Garant G.P. (“Garant”) entered into a CAD $15,000 revolving credit facility.  The facility accrues interest at LIBOR (USD) or the Bankers Acceptance Rate (CDN) plus 1.3% per annum (1.55% LIBOR USD and 2.56% Bankers Acceptance Rate CDN as of December 31, 2014). The revolving facility matures in November 2015. Garant is required to maintain a certain minimum equity.  At December 31, 2014, there were no borrowings under the revolving credit facility with CAD $15,000 available.

(g)
In December 2013 and May 2014, Northcote Holdings Pty Ltd entered into two unsecured term loans in the outstanding amounts of AUD $12,500 and AUD $20,000, respectively. The AUD $12,500 term loan requires quarterly interest payments with principal due upon maturity in December 2016. The AUD $20,000 term loan requires quarterly principal payments of $625 beginning in August 2015, with a balloon payment due upon maturity in May 2017. The loans accrue interest at Bank Bill Swap Bid Rate “BBSY” plus 2.8% per annum (5.5% at December 31, 2014 for each loan). As of December 31, 2014, Griffon had an outstanding combined balance of $26,442 on the term loans.

Subsidiaries of Northcote Holdings Pty Ltd also maintain two lines of credit of AUD $3,000 and AUD $5,000 which accrue interest at BBSY plus 2.25% per annum (5.00% at December 31, 2014) and 2.50% per annum (5.25% at December 31, 2014), respectively. At December 31, 2014, there were no outstanding borrowings under the lines. Griffon guarantees the term loans and the AUD $3,000 line of credit; the assets of a subsidiary of Northcote Holdings Pty Ltd secures the AUD $5,000 line of credit.

(h)
Other long-term debt primarily consists of capital leases.
At December 31, 2014, Griffon and its subsidiaries were in compliance with the terms and covenants of its credit and loan agreements.

NOTE 9 — SHAREHOLDERS’ EQUITY
 
During the first quarter of 2015, the Board of Directors approved a quarterly cash dividend of $0.04 per share, paid on December 23, 2014 to shareholders of record as of close of business on December 3, 2014. During 2014, the Board of Directors approved and paid quarterly cash dividends of $0.03 per share, totaling $0.12 per share for the year. Dividends paid on allocated shares in the ESOP were used to pay down the ESOP loan and recorded as a reduction in expense. A dividend payable was established for the holders of restricted shares; such dividends will be released upon vesting of the underlying restricted shares.
 
On January 29, 2015, the Board of Directors declared a quarterly cash dividend of $0.04 per share, payable on March 26, 2015 to shareholders of record as of the close of business on February 26, 2015.

13


 
Compensation expense for restricted stock is recognized ratably over the required service period based on the fair value of the grant, calculated as the number of shares granted multiplied by the stock price on the date of grant and, for performance shares, the likelihood of achieving the performance criteria. Compensation cost related to stock-based awards with graded vesting, generally over a period of three to four years, is recognized using the straight-line attribution method and recorded within SG&A expenses.
 
In February 2011, shareholders approved the Griffon Corporation 2011 Equity Incentive Plan ("Incentive Plan") under which awards of performance shares, performance units, stock options, stock appreciation rights, restricted shares, deferred shares and other stock-based awards may be granted. On January 30, 2014, shareholders approved an amendment and restatement of the Incentive Plan, which, among other things, added 1,200,000 shares to the Incentive Plan. Options granted under the Incentive Plan may be either “incentive stock options” or nonqualified stock options, generally expire ten years after the date of grant and are granted at an exercise price of not less than 100% of the fair market value at the date of grant. The maximum number of shares of common stock available for award under the Incentive Plan is 4,200,000 (600,000 of which may be issued as incentive stock options), plus any shares underlying awards outstanding on the effective date of the Incentive Plan under the 2006 Incentive Plan that are subsequently canceled or forfeited. As of December 31, 2014, 615,644 shares were available for grant.

All grants outstanding under the Griffon Corporation 2001 Stock Option Plan, 2006 Equity Incentive Plan and Outside Director Stock Award Plan will continue under their terms; no additional awards will be granted under such plans.
 
During the first quarter of 2015, Griffon granted 462,032 restricted stock awards with vesting periods of three years, 458,016 of which are also subject to certain performance conditions, with a total fair value of $5,775, or a weighted average fair value of $12.50 per share.

For the quarters ended December 31, 2014 and 2013, stock based compensation expense totaled $2,577 and $1,675, respectively.
During the quarter ended December 31, 2014, 61,399 shares, with a market value of $780 or $12.70 per share, were withheld to settle employee taxes due to the vesting of restricted stock and were added to treasury.

In May 2014, Griffon’s Board of Directors authorized the repurchase of up to $50,000 of Griffon’s outstanding common stock. Under the program, the Company may purchase shares, depending upon market conditions, in open market, including pursuant to a 10b5-1 plan, or privately negotiated transactions. During the quarter ended December 31, 2014, Griffon purchased 1,025,041 shares of common stock under the May 2014 program, for a total of $12,286 or $11.99 per share. As of December 31, 2014, $26,574 remains under the May 2014 authorization.

Since August 2011, through the first quarter of 2015, Griffon has repurchased 8,019,903 shares of common stock, for a total of $84,483 or $10.53 per share, under Board authorized programs.

In addition to the Board authorized repurchase programs, on December 10, 2013, Griffon repurchased 4,444,444 shares of its common stock for $50,000 from GS Direct, L.L.C. (“GS Direct”), an affiliate of The Goldman Sachs Group, Inc. The repurchase was effected in a private transaction at a per share price of $11.25, an approximate 9.2% discount to the stock’s closing price on November 12, 2013, the day before announcement of the transaction. After closing the transaction, GS Direct continued to hold approximately 5.56 million shares (approximately 10% of the shares outstanding at such time) of Griffon’s common stock. Subject to certain exceptions, if GS Direct intends to sell its remaining shares of Griffon common stock at any time prior to December 31, 2015, it will first negotiate in good faith to sell such shares to the Company.

14



NOTE 10 – EARNINGS PER SHARE (EPS)
 
Basic EPS (and diluted EPS in periods when a loss exists) was calculated by dividing income available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted EPS was calculated by dividing income available to common shareholders by the weighted average number of shares of common stock outstanding plus additional common shares that could be issued in connection with stock based compensation. The 2017 Notes were anti-dilutive due to the conversion price being greater than the weighted-average stock price during the periods presented.
 
The following table is a reconciliation of the share amounts (in thousands) used in computing earnings per share:
 
Three Months Ended December 31,
 
 
2014
 
2013
 
Weighted average shares outstanding - basic
46,310

 
52,754

 
Incremental shares from stock based compensation
1,826

 
1,879

 
 
 
 
 
 
Weighted average shares outstanding - diluted
48,136

 
54,633

 
 
 
 
 
 
Anti-dilutive options excluded from diluted EPS computation
582

 
710

 
 
Griffon has the intent and ability to settle the principal amount of the 2017 Notes in cash, and as such, the potential issuance of shares related to the principal amount of the 2017 Notes does not affect diluted shares.

NOTE 11 – BUSINESS SEGMENTS

Griffon’s reportable segments are as follows:
HBP 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 develops, designs and manufactures high-technology integrated information, communication and sensor system solutions to 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.
Information on Griffon’s reportable segments is as follows:
 
For the Three Months Ended December 31,
 
REVENUE
2014
 
2013
 
Home & Building Products:
 

 
 

 
AMES
$
133,110

 
$
96,608

 
CBP
138,600

 
121,842

 
Home & Building Products
271,710

 
218,450

 
Telephonics
90,658

 
96,025

 
Plastics
139,792

 
138,983

 
Total consolidated net sales
$
502,160

 
$
453,458

 

15


The following table reconciles segment operating profit to income before taxes:
 
For the Three Months Ended December 31,
 
INCOME (LOSS) BEFORE TAXES
2014
 
2013
 
Segment operating profit:
 

 
 

 
Home & Building Products
$
16,369

 
$
9,393

 
Telephonics
7,517

 
10,652

 
Plastics
8,020

 
5,825

 
Total segment operating profit
31,906

 
25,870

 
Net interest expense
(11,637
)
 
(13,101
)
 
Unallocated amounts
(8,264
)
 
(7,983
)
 
Income before taxes
$
12,005

 
$
4,786

 
 
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, acquisition-related expenses, as applicable (“Segment adjusted EBITDA”). 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:
 
For the Three Months Ended December 31,
 
 
2014
 
2013
 
Segment adjusted EBITDA:
 

 
 

 
Home & Building Products
$
24,470

 
$
19,067

 
Telephonics
10,032

 
12,396

 
Plastics
14,551

 
12,743

 
Total Segment adjusted EBITDA
49,053

 
44,206

 
Net interest expense
(11,637
)
 
(13,101
)
 
Segment depreciation and amortization
(17,147
)
 
(16,696
)
 
Unallocated amounts
(8,264
)
 
(7,983
)
 
Restructuring charges

 
(842
)
 
Acquisition costs

 
(798
)
 
Income before taxes
$
12,005

 
$
4,786

 

16


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

For the Three Months Ended December 31,

DEPRECIATION and AMORTIZATION
2014

2013

Segment:
 

 

Home & Building Products
$
8,101

 
$
8,034

 
Telephonics
2,515

 
1,744

 
Plastics
6,531

 
6,918

 
Total segment depreciation and amortization
17,147

 
16,696

 
Corporate
113

 
97

 
Total consolidated depreciation and amortization
$
17,260

 
$
16,793

 







CAPITAL EXPENDITURES
 


 


Segment:
 


 


Home & Building Products
$
10,261

 
$
8,468

 
Telephonics
969

 
3,367

 
Plastics
7,679

 
5,760

 
Total segment
18,909

 
17,595

 
Corporate
12

 
321

 
Total consolidated capital expenditures
$
18,921

 
$
17,916

 
ASSETS
At December 31, 2014

At September 30, 2014
Segment assets:
 

 
Home & Building Products
$
1,054,456

 
$
1,030,005

Telephonics
291,818

 
319,327

Plastics
380,274

 
389,464

Total segment assets
1,726,548

 
1,738,796

Corporate
25,384

 
77,814

Total continuing assets
1,751,932

 
1,816,610

Assets of discontinued operations
3,731

 
3,751

Consolidated total
$
1,755,663

 
$
1,820,361


NOTE 12 – DEFINED BENEFIT PENSION EXPENSE

Defined benefit pension expense (income) was as follows:
 
Three Months Ended December 31,
 
2014
 
2013
Service cost
$

 
$
45

Interest cost
2,207

 
2,500

Expected return on plan assets
(2,932
)
 
(2,885
)
Amortization:
 

 
 

Prior service cost
4

 
4

Recognized actuarial loss
541

 
489

Loss on pension settlement

 

Net periodic expense (income)
$
(180
)
 
$
153




17



NOTE 13 – RECENT ACCOUNTING PRONOUNCEMENTS
In July 2013, the FASB issued new accounting guidance requiring an unrecognized tax benefit to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss or tax credit carryforward, except for instances when the carryforward is not available to settle any additional income taxes and an entity does not intend to use the deferred tax benefit for these purposes. In these circumstances, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This standard was effective for fiscal years beginning after December 15, 2013, and accordingly, the Company adopted this guidance effective October 1, 2014. Adoption of this standard did not have a significant impact on the Company's consolidated financial statements.

In April 2014, the FASB issued guidance changing the requirements for reporting discontinued operations where a disposal of a component of an entity or group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results when either classified as held for sale, or disposed of by sale or otherwise disposed. The amendment also requires enhanced disclosures about the discontinued operation and disclosure information for other significant dispositions. This guidance is effective for the Company beginning in 2015. The Company's adoption of this standard did not have a significant impact on its consolidated financial statements.

In May 2014, the FASB issued guidance on revenue from contracts with customers. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. Other major provisions include capitalization of certain contract costs, consideration of time value of money in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved, in certain circumstances. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity's contracts with customers. This guidance permits the use of either the retrospective or cumulative effect transition method and is effective for the Company beginning in 2017; early adoption is not permitted. We have not yet selected a transition method and are currently evaluating the impact of the guidance on the Company's financial condition, results of operations and related disclosures.

In August 2014, the FASB issued guidance on management's responsibility in evaluating whether there is substantial doubt about a company's ability to continue as a going concern and related footnote disclosures. Management will be required to evaluate, at each reporting period, whether there are conditions or events that raise substantial doubt about a company's ability to continue as a going concern within one year from the date the financial statements are issued. This guidance is effective prospectively for annual and interim reporting periods beginning in 2017; implementation of this guidance is not expected to have a material effect on the Company’s financial condition or results of operations.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements, and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 14 – DISCONTINUED OPERATIONS
 
The following amounts related to the Installation Services segment, discontinued in 2008, and other businesses discontinued several years ago, which have been segregated from Griffon’s continuing operations, and are reported as assets and liabilities of discontinued operations in the condensed consolidated balance sheets:
 
At December 31, 2014

At September 30, 2014
Assets of discontinued operations:
 


 

Prepaid and other current assets
$
1,622

 
$
1,624

Other long-term assets
2,109

 
2,126

Total assets of discontinued operations
$
3,731

 
$
3,750

 
 
 
 
Liabilities of discontinued operations:
 

 
 

Accrued liabilities, current
$
3,170

 
$
3,282

Other long-term liabilities
3,542

 
3,830

Total liabilities of discontinued operations
$
6,712

 
$
7,112

There was no Installation Services revenue or income for the quarter ended December 31, 2014 or 2013.

18


NOTE 15 – RESTRUCTURING AND OTHER RELATED CHARGES
 
In September 2014, Telephonics recognized $4,244 in restructuring costs in connection with the closure of its Swedish facility and restructuring of operations, a voluntary early retirement plan and a reduction in force aimed at improving efficiency by combining functions and responsibilities, resulting in the elimination of 80 positions.

In January 2013, AMES undertook to close certain of its U.S. manufacturing facilities and consolidate affected operations primarily into its Camp Hill and Carlisle, PA locations. These actions, completed this quarter, will improve manufacturing and distribution efficiencies, allow for in-sourcing of certain production currently performed by third party suppliers, and improve material flow and absorption of fixed costs. AMES incurred pre-tax restructuring and related exit costs approximating $7,941, comprised of cash charges of $4,016 and non-cash, asset-related charges of $3,925; the cash charges included $2,622 for one-time termination benefits and other personnel-related costs and $1,394 for facility exit costs and had $19,964 of capital expenditures.

HBP recognized $842 in restructuring and other related exit costs for the quarter ended December 31, 2013; such charges primarily related to one-time termination benefits, facility and other personnel costs, and asset impairment charges related to the AMES plant consolidation initiatives. There were no restructuring charges in the current quarter.
 
A summary of the restructuring and other related charges included in the line item “Restructuring and other related charges” in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) were recognized as follows:
 
Workforce
Reduction
 
Facilities &
Exit Costs
 
Other
Related
Costs
 
Non-cash
Facility and
Other
 
Total
Amounts incurred in:
 


 


 


 


 

Quarter ended December 31, 2013
$
638

 
$
95

 
$
109

 
$

 
$
842


The activity in the restructuring accrual recorded in accrued liabilities consisted of the following:
 
Workforce
Reduction
 
Accrued liability at September 30, 2014
$
5,228

 
Payments
(2,118
)
 
Accrued liability at December 31, 2014
$
3,110

 

NOTE 16 – OTHER EXPENSE
 
For the quarters ended December 31, 2014 and 2013, Other income (expense) included $(540) and $242, respectively, of net currency exchange (losses) in connection with the translation of receivables and payables denominated in currencies other than the functional currencies of Griffon and its subsidiaries as well as $46 and $112, respectively, of net investment income.

NOTE 17 – WARRANTY LIABILITY
 
Telephonics offers warranties against product defects for periods generally ranging from one to two years, depending on the specific product and terms of the customer purchase agreement. Typical warranties require Telephonics to repair or replace the defective products during the warranty period at no cost to the customer. At the time revenue is recognized, Griffon records a liability for warranty costs, estimated based on historical experience, and periodically assesses its warranty obligations and adjusts the liability as necessary. AMES offers an express limited warranty for a period of ninety days on all products from the date of original purchase unless otherwise stated on the product or packaging.

19


Changes in Griffon’s warranty liability, included in Accrued liabilities, were as follows:
 
Three Months Ended December 31,
 
2014
 
2013
Balance, beginning of period
$
4,935

 
$
6,649

Warranties issued and changes in estimated pre-existing warranties
948

 
966

Actual warranty costs incurred
(975
)
 
(686
)
Balance, end of period
$
4,908

 
$
6,929


NOTE 18 – OTHER COMPREHENSIVE INCOME (LOSS)
 
The amounts recognized in other comprehensive income (loss) were as follows:
 
Three Months Ended December 31, 2014

Three Months Ended December 31, 2013
 
Pre-tax
 
Tax
 
Net of tax
 
Pre-tax
 
Tax
 
Net of tax
Foreign currency translation adjustments
$
(15,500
)
 
$

 
$
(15,500
)
 
$
(3,137
)
 
$

 
$
(3,137
)
Pension and other defined benefit plans
545

 
(192
)
 
353

 
493

 
(177
)
 
316

Loss on cash flow hedge
(113
)
 
39

 
(74
)
 

 

 

Available-for-sale securities
$
(1,515
)
 
$
553

 
$
(962
)
 
$

 
$

 
$

Total other comprehensive income (loss)
$
(16,583
)
 
$
400

 
$
(16,183
)
 
$
(2,644
)
 
$
(177
)
 
$
(2,821
)
 
The components of Accumulated other comprehensive income (loss) are as follows:
 
December 31, 2014
 
September 30, 2014
Foreign currency translation adjustments
$
(19,320
)
 
$
(3,820
)
Pension and other defined benefit plans
(27,012
)
 
(27,366
)
Gain on cash flow hedge
178

 
252

Available-for-sale securities
(93
)
 
870

 
$
(46,247
)
 
$
(30,064
)

Total comprehensive income (loss) were as follows:
 
For the Three Months Ended December 31,
 
2014
 
2013
Net income
$
7,471

 
$
3,236

Other comprehensive income (loss), net of taxes
(16,183
)
 
(2,821
)
Comprehensive income (loss)
$
(8,712
)
 
$
415



20


Amounts reclassified from accumulated other comprehensive income (loss) to income (loss) were as follows:
 
For the Three Months Ended December 31,
 
2014
 
2013
Pension amortization
545

 
493

Tax
(192
)
 
(177
)
Net of tax
$
353

 
$
316


NOTE 19 — COMMITMENTS AND CONTINGENCIES
 
Legal and environmental
 
Department of Environmental Conservation of New York State (“DEC”), with ISC Properties, Inc. Lightron Corporation (“Lightron”), a wholly-owned subsidiary of Griffon, once conducted operations at a location in Peekskill in the Town of Cortlandt, New York (the “Peekskill Site”) owned by ISC Properties, Inc. (“ISC”), a wholly-owned subsidiary of Griffon. ISC sold the Peekskill Site in November 1982.

Subsequently, Griffon was advised by the DEC that random sampling at the Peekskill Site and in a creek near the Peekskill Site indicated concentrations of solvents and other chemicals common to Lightron’s prior plating operations. ISC then entered into a consent order with the DEC in 1996 (the “Consent Order”) to perform a remedial investigation and prepare a feasibility study. After completing the initial remedial investigation pursuant to the Consent Order, ISC was required by the DEC, and did accordingly conduct over the next several years, supplemental remedial investigations, including soil vapor investigations, under the Consent Order.

In April 2009, the DEC advised ISC’s representatives that both the DEC and the New York State Department of Health had reviewed and accepted an August 2007 Remedial Investigation Report and an Additional Data Collection Summary Report dated January 30, 2009. With the acceptance of these reports, ISC completed the remedial investigation required under the Consent Order and was authorized, accordingly, by the DEC to conduct the Feasibility Study required by the Consent Order. Pursuant to the requirements of the Consent Order and its obligations thereunder, ISC, without acknowledging any responsibility to perform any remediation at the Site, submitted to the DEC in August 2009, a draft feasibility study which recommended for the soil, groundwater and sediment medias, remediation alternatives having a current net capital cost value, in the aggregate, of approximately $5,000.  In February 2011, DEC advised ISC it has accepted and approved the feasibility study. Accordingly, ISC has no further obligations under the consent order.
 
Upon acceptance of the feasibility study, DEC issued a Proposed Remedial Action Plan (“PRAP”) that sets forth the proposed remedy for the site. The PRAP accepted the recommendation contained in the feasibility study for remediation of the soil and groundwater medias, but selected a different remediation alternative for the sediment medium. The approximate cost and the current net capital cost value of the remedy proposed by DEC in the PRAP is approximately $10,000.  After receiving public comments on the PRAP, the DEC issued a Record of Decision (“ROD”) that set forth the specific remedies selected and responded to public comments. The remedies selected by the DEC in the ROD are the same remedies as those set forth in the PRAP.
 
It is now expected that DEC will enter into negotiations with potentially responsible parties to request they undertake performance of the remedies selected in the ROD, and if such parties do not agree to implement such remedies, then the State may use State Superfund money to remediate the Peekskill site and seek recovery of costs from such parties. Griffon does not acknowledge any responsibility to perform any remediation at the Peekskill Site.

Improper Advertisement Claim involving Union Tools® Products. Since December 2004, a customer of AMES has been named in various litigation matters relating to certain Union Tools products. The plaintiffs in those litigation matters have asserted causes of action against the customer of AMES for improper advertisement to end consumers. The allegations suggest that advertisements led the consumers to believe that Union Tools’ hand tools were wholly manufactured within boundaries of the United States. The complaints assert various causes of action against the customer of AMES under federal and state law, including common law fraud. At some point, likely once the litigation against the customer of AMES ends, the customer may seek indemnity (including recovery of its legal fees and costs) against AMES for an unspecified amount. Presently, AMES cannot estimate the amount of loss, if any, if the customer were to seek legal recourse against AMES.

Department of Environmental Conservation of New York State, regarding Frankfort, NY site. During fiscal 2009, an underground fuel tank with surrounding soil contamination was discovered at the Frankfort, N.Y. site, which is the result of historical facility

21


operations prior to AMES’ ownership. While AMES was actively working with the DEC and the New York State Department of Health to define remediation requirements relative to the underground fuel tank, the DEC took the position that AMES was responsible to remediate other types of contamination on the site. After negotiations with the DEC, on August 15, 2011, AMES executed an Order on Consent with the DEC. The Order is without admission or finding of liability or acknowledgment that there has been a release of hazardous substances at the site. Importantly, the Order does not waive any rights that AMES has under a 1991 Consent Judgment entered into between the DEC and a predecessor of AMES relating to the site. The Order requires that AMES identify areas of concern at the site, and formulate a strategy to investigate and remedy both on and off site conditions in compliance with applicable environmental law. At the conclusion of the remedy phase of the remediation to the satisfaction of the DEC, the DEC will issue a Certificate of Completion. On August 1, 2012, a fire occurred during the course of demolition of certain structures at the Frankfort, NY site, requiring cleanup and additional remediation under the oversight of the DEC, which work has been substantially completed. AMES has performed significant additional investigative and remedial activities in the last few years under work plans approved by the DEC and has submitted a remedial investigative report to the DEC, which the DEC accepted in draft form. In September 2014, AMES submitted an addendum to the remedial investigation report to the DEC and in December 2014 submitted a Final Remedial Investigation Report to DEC. DEC expects to schedule a Public Comment Meeting in late 2015.

U.S. Government investigations and claims

Defense contracts and subcontracts, including Griffon’s contracts and subcontracts, are subject to audit and review by various agencies and instrumentalities of the United States government, including among others, the Defense Contract Audit Agency (“DCAA”), the Defense Criminal Investigative Service (“DCIS”), and the Department of Justice ("DOJ") which has responsibility for asserting claims on behalf of the U.S. government. In addition to ongoing audits, pursuant to an administrative subpoena Griffon is currently providing information to the U.S. Department of Defense Office of the Inspector General and the DOJ. No claim has been asserted against Griffon in connection with this matter, and Griffon is unaware of any material financial exposure in connection with the inquiry.
 
In general, departments and agencies of the U.S. Government have the authority to investigate various transactions and operations of Griffon, and the results of such investigations may lead to administrative, civil or criminal proceedings, the ultimate outcome of which could be fines, penalties, repayments or compensatory or treble damages. U.S. Government regulations provide that certain findings against a contractor may lead to suspension or debarment from future U.S. Government contracts or the loss of export privileges for a company or an operating division or subdivision. Suspension or debarment could have material adverse effect on Telephonics because of its reliance on government contracts.

General legal

Griffon is subject to various laws and regulations relating to the protection of the environment and is a party to legal proceedings arising in the ordinary course of business. Management believes, based on facts presently known to it, that the resolution of the matters above and such other matters will not have a material adverse effect on Griffon’s consolidated financial position, results of operations or cash flows.

22


NOTE 20 — CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION
 
Griffon’s Senior Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by the domestic assets of Clopay Building Products Company, Inc., Clopay Plastic Products Company, Inc., Telephonics Corporation, The AMES Companies, Inc., AMES Southern, Inc. and Clopay Ames True Temper Holding, Corp., all of which are indirectly 100% owned by Griffon. In accordance with Rule 3-10 of Regulation S-X promulgated under the Securities Act of 1933, presented below are condensed consolidating financial information as of December 31, 2014 and September 30, 2014 and for the three months ended December 31, 2014 and 2013. The financial information may not necessarily be indicative of results of operations or financial position had the guarantor companies or non-guarantor companies operated as independent entities. The guarantor companies and the non-guarantor companies include the consolidated financial results of their wholly-owned subsidiaries accounted for under the equity method.

The indenture relating to the Senior Notes (the “Indenture”) contains terms providing that, under certain limited circumstances, a guarantor will be released from its obligations to guarantee the Senior Notes.  These circumstances include (i) a sale of at least a majority of the stock, or all or substantially all the assets, of the subsidiary guarantor as permitted by the Indenture; (ii) a public equity offering of a subsidiary guarantor that qualifies as a “Minority Business” as defined in the Indenture (generally, a business the EBITDA of which constitutes less than 50% of the segment adjusted EBITDA of the Company for the most recently ended four fiscal quarters), and that meets certain other specified conditions as set forth in the Indenture; (iii) the designation of a guarantor as an “unrestricted subsidiary” as defined in the Indenture, in compliance with the terms of the Indenture; (iv) Griffon exercising its right to defease the Senior Notes, or to otherwise discharge its obligations under the Indenture, in each case in accordance with the terms of the Indenture; and (v) upon obtaining the requisite consent of the holders of the Senior Notes.

23


CONDENSED CONSOLIDATING BALANCE SHEETS
At December 31, 2014
 
 
Parent Company
 
Guarantor Companies
 
Non-Guarantor Companies
 
Elimination
 
Consolidation
CURRENT ASSETS
 

 
 

 
 

 
 

 
 

Cash and equivalents
$
3,288

 
$
6,519

 
$
36,759

 
$

 
$
46,566

Accounts receivable, net of allowances

 
206,253

 
65,467

 
(34,543
)
 
237,177

Contract costs and recognized income not yet billed, net of progress payments

 
101,956

 
509

 

 
102,465

Inventories, net

 
255,361

 
64,060

 

 
319,421

Prepaid and other current assets
2,673

 
26,616

 
18,151

 
10,907

 
58,347

Assets of discontinued operations

 

 
1,622

 

 
1,622

Total Current Assets
5,961

 
596,705

 
186,568

 
(23,636
)
 
765,598

PROPERTY, PLANT AND EQUIPMENT, net
1,243

 
270,853

 
95,086

 

 
367,182

GOODWILL

 
284,875

 
82,216

 

 
367,091

INTANGIBLE ASSETS, net

 
155,659

 
72,175

 

 
227,834

INTERCOMPANY RECEIVABLE
543,487

 
953,581

 
185,836

 
(1,682,904
)
 

EQUITY INVESTMENTS IN SUBSIDIARIES
767,088

 
660,465

 
1,771,532

 
(3,199,085
)
 

OTHER ASSETS
40,910

 
53,921

 
6,231

 
(75,213
)
 
25,849

ASSETS OF DISCONTINUED OPERATIONS

 

 
2,109

 

 
2,109

Total Assets
$
1,358,689

 
$
2,976,059

 
$
2,401,753

 
$
(4,980,838
)
 
$
1,755,663

CURRENT LIABILITIES
 

 
 

 
 

 
 

 
 

Notes payable and current portion of long-term debt
$
2,202

 
$
1,145

 
$
3,268

 
$

 
$
6,615

Accounts payable and accrued liabilities
31,281

 
204,058

 
77,422

 
(28,510
)
 
284,251

Liabilities of discontinued operations

 

 
3,170

 

 
3,170

Total Current Liabilities
33,483

 
205,203

 
83,860

 
(28,510
)
 
294,036

 
 
 
 
 
 
 
 
 
 
LONG-TERM DEBT, net of debt discounts
752,572

 
7,372

 
42,911

 

 
802,855

INTERCOMPANY PAYABLES
21,700

 
905,636

 
707,633

 
(1,634,969
)
 

OTHER LIABILITIES
39,069

 
150,096

 
25,745

 
(71,545
)
 
143,365

LIABILITIES OF DISCONTINUED OPERATIONS

 

 
3,542

 

 
3,542

Total Liabilities
846,824

 
1,268,307

 
863,691

 
(1,735,024
)
 
1,243,798

SHAREHOLDERS’ EQUITY
511,865

 
1,707,752

 
1,538,062

 
(3,245,814
)
 
511,865

Total Liabilities and Shareholders’ Equity
$
1,358,689

 
$
2,976,059

 
$
2,401,753

 
$
(4,980,838
)
 
$
1,755,663



24


CONDENSED CONSOLIDATING BALANCE SHEETS
At September 30, 2014

 
Parent
Company
 
Guarantor
Companies
 
Non-Guarantor
Companies
 
Elimination
 
Consolidation
CURRENT ASSETS
 

 
 

 
 

 
 

 
 

Cash and equivalents
$
6,813

 
$
31,522

 
$
54,070

 
$

 
$
92,405

Accounts receivable, net of allowances

 
213,922

 
77,218

 
(32,704
)
 
258,436

Contract costs and recognized income not yet billed, net of progress payments

 
109,804

 
126

 

 
109,930

Inventories, net

 
219,326

 
70,537

 
272

 
290,135

Prepaid and other current assets
4,366

 
26,319

 
17,101

 
14,783

 
62,569

Assets of discontinued operations

 

 
1,624

 

 
1,624

Total Current Assets
11,179

 
600,893

 
220,676

 
(17,649
)
 
815,099

 
 
 
 
 
 
 
 
 
 
PROPERTY, PLANT AND EQUIPMENT, net
1,327

 
270,519

 
98,643

 
76

 
370,565

GOODWILL

 
284,875

 
86,971

 

 
371,846

INTANGIBLE ASSETS, net

 
156,772

 
76,851

 

 
233,623

INTERCOMPANY RECEIVABLE
540,080

 
892,433

 
213,733

 
(1,646,246
)
 

EQUITY INVESTMENTS IN SUBSIDIARIES
780,600

 
662,403

 
1,782,406

 
(3,225,409
)
 

OTHER ASSETS
41,680

 
53,896

 
6,739

 
(75,213
)
 
27,102

ASSETS OF DISCONTINUED OPERATIONS

 

 
2,126

 

 
2,126

Total Assets
$
1,374,866

 
$
2,921,791

 
$
2,488,145

 
$
(4,964,441
)
 
$
1,820,361

CURRENT LIABILITIES
 

 
 

 
 

 
 

 
 

Notes payable and current portion of long-term debt
$
2,202

 
$
1,144

 
$
4,540

 
$

 
$
7,886

Accounts payable and accrued liabilities
25,703

 
227,419

 
87,684

 
(20,811
)
 
319,995

Liabilities of discontinued operations

 

 
3,282

 

 
3,282

Total Current Liabilities
27,905

 
228,563

 
95,506

 
(20,811
)
 
331,163

LONG-TERM DEBT, net of debt discounts
752,160

 
7,806

 
45,135

 

 
805,101

INTERCOMPANY PAYABLES
21,573

 
815,094

 
762,192

 
(1,598,859
)
 

OTHER LIABILITIES
41,201

 
151,674

 
26,949

 
(71,584
)
 
148,240

LIABILITIES OF DISCONTINUED OPERATIONS

 

 
3,830

 

 
3,830

Total Liabilities
842,839

 
1,203,137

 
933,612

 
(1,691,254
)
 
1,288,334

SHAREHOLDERS’ EQUITY
532,027

 
1,718,654

 
1,554,533

 
(3,273,187
)
 
532,027

Total Liabilities and Shareholders’ Equity
$
1,374,866

 
$
2,921,791

 
$
2,488,145

 
$
(4,964,441
)
 
$
1,820,361



25


CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the Three Months Ended December 31, 2014
 
($ in thousands)
Parent Company
 
Guarantor Companies
 
Non-Guarantor Companies
 
Elimination
 
Consolidation
Revenue
$

 
$
378,114

 
$
138,881

 
$
(14,835
)
 
$
502,160

Cost of goods and services

 
289,370

 
108,274

 
(13,473
)
 
384,171

Gross profit

 
88,744

 
30,607

 
(1,362
)
 
117,989

Selling, general and administrative expenses
5,520

 
69,557

 
20,099

 
(1,280
)
 
93,896

Total operating expenses
5,520

 
69,557

 
20,099

 
(1,280
)
 
93,896

 
 
 
 
 
 
 
 
 
 
Income (loss) from operations
(5,520
)
 
19,187

 
10,508

 
(82
)
 
24,093

 
 
 
 
 
 
 
 
 
 
Other income (expense)
 

 
 

 
 

 
 

 
 

Interest income (expense), net
(1,904
)
 
(7,427
)
 
(2,306
)
 

 
(11,637
)
Other, net
46

 
1,295

 
(1,874
)
 
82

 
(451
)
Total other income (expense)
(1,858
)
 
(6,132
)
 
(4,180
)
 
82

 
(12,088
)
Income (loss) before taxes
(7,378
)
 
13,055

 
6,328

 

 
12,005

Provision (benefit) for income taxes
(3,481
)
 
7,737

 
278

 

 
4,534

Income (loss) before equity in net income of subsidiaries
(3,897
)
 
5,318

 
6,050

 

 
7,471

Equity in net income (loss) of subsidiaries
11,368

 
6,036

 
5,318

 
(22,722
)
 

Net income (loss)
$
7,471

 
$
11,354

 
$
11,368

 
$
(22,722
)
 
$
7,471

 
 
 
 
 
 
 
 
 
 
Net Income (loss)
$
7,471

 
$
11,354

 
$
11,368

 
$
(22,722
)
 
$
7,471

Other comprehensive income (loss), net of taxes
(16,183
)
 
(4,580
)
 
(10,831
)
 
15,411

 
(16,183
)
Comprehensive income (loss)
$
(8,712
)
 
$
6,774

 
$
537

 
$
(7,311
)
 
$
(8,712
)
 

26


CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the Three Months Ended December 31, 2013

($ in thousands)
Parent Company
 
Guarantor Companies
 
Non-Guarantor Companies
 
Elimination
 
Consolidation
Revenue
$

 
$
344,644

 
$
121,752

 
$
(12,938
)
 
$
453,458

Cost of goods and services

 
259,983

 
99,394

 
(11,422
)
 
347,955

Gross profit

 
84,661

 
22,358

 
(1,516
)
 
105,503

Selling, general and administrative expenses
6,331

 
68,381

 
14,574

 
(1,606
)
 
87,680

Restructuring and other related charges

 
764

 
78

 

 
842

Total operating expenses
6,331

 
69,145

 
14,652

 
(1,606
)
 
88,522

Income (loss) from operations
(6,331
)
 
15,516

 
7,706

 
90

 
16,981

Other income (expense)
 

 
 

 
 

 
 

 
 

Interest income (expense), net
(3,604
)
 
(7,250
)
 
(2,247
)
 

 
(13,101
)
Other, net
112

 
2,057

 
(1,173
)
 
(90
)
 
906

Total other income (expense)
(3,492
)
 
(5,193
)
 
(3,420
)
 
(90
)
 
(12,195
)
Income (loss) before taxes
(9,823
)
 
10,323

 
4,286

 

 
4,786

Provision (benefit) for income taxes
(4,534
)
 
5,639

 
445

 

 
1,550

Income (loss) before equity in net income of subsidiaries
(5,289
)
 
4,684

 
3,841

 

 
3,236

Equity in net income (loss) of subsidiaries
8,525

 
3,766

 
4,685

 
(16,976
)
 

Net income (loss)
$
3,236

 
$
8,450

 
$
8,526

 
$
(16,976
)
 
$
3,236

Net Income (loss)
$
3,236

 
$
8,450

 
$
8,526

 
$
(16,976
)
 
$
3,236

Other comprehensive income (loss), net of taxes
(2,821
)
 
1,789

 
(4,780
)
 
2,991

 
(2,821
)
Comprehensive income (loss)
$
415

 
$
10,239

 
$
3,746

 
$
(13,985
)
 
$
415


27


CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Three Months Ended December 31, 2014

 
Parent Company
 
Guarantor Companies
 
Non-Guarantor Companies
 
Elimination
 
Consolidation
CASH FLOWS FROM OPERATING ACTIVITIES:
 

 
 

 
 

 
 

 
 

Net income (loss)
$
7,471

 
$
11,354

 
$
11,368

 
$
(22,722
)
 
$
7,471

Net cash provided by (used in) operating activities
1,703

 
(19,874
)
 
10,121

 

 
(8,050
)
CASH FLOWS FROM INVESTING ACTIVITIES:
 

 
 

 
 

 
 

 
 

Acquisition of property, plant and equipment
(12
)
 
(16,534
)
 
(2,375
)
 

 
(18,921
)
Intercompany distributions
10,000

 
(10,000
)
 

 

 

Proceeds from sale of assets

 
5

 
102

 

 
107

Net cash provided by (used in) investing activities
9,988

 
(26,529
)
 
(2,273
)
 

 
(18,814
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 

 
 

 
 

 
 

 
 

Purchase of shares for treasury
(13,170
)
 

 

 

 
(13,170
)
Proceeds from long-term debt
10,000

 

 
279

 

 
10,279

Payments of long-term debt
(10,551
)
 
(432
)
 
(312
)
 

 
(11,295
)
Change in short-term borrowings

 

 
(1,201
)
 

 
(1,201
)
Financing costs
(29
)
 

 

 

 
(29
)
Tax effect from exercise/vesting of equity awards, net
342

 

 

 

 
342

Dividend
(1,910
)
 

 

 

 
(1,910
)
Other, net
102

 
21,832

 
(21,832
)
 

 
102

Net cash provided by (used in) financing activities
(15,216
)
 
21,400

 
(23,066
)
 

 
(16,882
)
CASH FLOWS FROM DISCONTINUED OPERATIONS:
 

 
 

 
 

 
 

 
 

Net cash used in discontinued operations

 

 
(380
)
 

 
(380
)
Effect of exchange rate changes on cash and equivalents

 

 
(1,713
)
 

 
(1,713
)
NET DECREASE IN CASH AND EQUIVALENTS
(3,525
)
 
(25,003
)
 
(17,311
)
 

 
(45,839
)
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD
6,813

 
31,522

 
54,070

 

 
92,405

CASH AND EQUIVALENTS AT END OF PERIOD
$
3,288

 
$
6,519

 
$
36,759

 
$

 
$
46,566



28


CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Three Months Ended December 31, 2013
 
 
Parent Company
 
Guarantor Companies
 
Non-Guarantor Companies
 
Elimination
 
Consolidation
CASH FLOWS FROM OPERATING ACTIVITIES:
 

 
 

 
 

 
 

 
 

Net income (loss)
$
3,236

 
$
8,450

 
$
8,526

 
$
(16,976
)
 
$
3,236

Net cash provided by (used in) operating activities
(4,422
)
 
(43,260
)
 
21,403

 

 
(26,279
)
CASH FLOWS FROM INVESTING ACTIVITIES:
 

 
 

 
 

 
 

 
 

Acquisition of property, plant and equipment
(320
)
 
(16,334
)
 
(1,262
)
 

 
(17,916
)
Acquired businesses, net of cash acquired

 

 
(21,781
)
 

 
(21,781
)
Intercompany distributions
10,000

 
(10,000
)
 

 

 

Proceeds from sale of assets

 
202

 
22

 

 
224

Net cash provided by (used in) investing activities
9,680

 
(26,132
)
 
(23,021
)
 

 
(39,473
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 

 
 

 
 

 
 

 
 

Purchase of shares for treasury
(55,189
)
 

 

 

 
(55,189
)
Proceeds from long-term debt
42,689

 
(152
)
 
15,098

 

 
57,635

Payments of long-term debt
(21,603
)
 
(266
)
 
(3,377
)
 

 
(25,246
)
Change in short-term borrowings

 

 
9,940

 

 
9,940

Financing costs
(91
)
 

 
(590
)
 

 
(681
)
Purchase of ESOP shares
(1,591
)
 

 

 

 
(1,591
)
Tax effect from exercise/vesting of equity awards, net
273

 

 

 

 
273

Dividend
(6,719
)
 
5,000

 

 

 
(1,719
)
Other, net
32

 
61,139

 
(61,140
)
 

 
31

Net cash provided by (used in) financing activities
(42,199
)
 
65,721

 
(40,069
)
 

 
(16,547
)
CASH FLOWS FROM DISCONTINUED OPERATIONS:
 

 
 

 
 

 
 

 
 

Net cash used in discontinued operations

 

 
(299
)
 

 
(299
)
Effect of exchange rate changes on cash and equivalents

 

 
(158
)
 

 
(158
)
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS
(36,941
)
 
(3,671
)
 
(42,144
)
 

 
(82,756
)
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD
68,994

 
25,343

 
83,793

 

 
178,130

CASH AND EQUIVALENTS AT END OF PERIOD
$
32,053

 
$
21,672

 
$
41,649

 
$

 
$
95,374

 

29

Table of Contents

(Unless otherwise indicated, US dollars and non US currencies are in thousands, except per share data)

Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
BUSINESS OVERVIEW
 
Griffon Corporation (the “Company” or “Griffon”) is a diversified management and holding company conducting 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, to further diversify, also seeks out, evaluates and, when appropriate, will acquire additional businesses that offer potentially attractive returns on capital.
 
Griffon currently conducts its operations through three reportable segments: Home & Building Products (“HBP”), Telephonics Corporation (“Telephonics”) and Clopay Plastic Products Company (“Plastics”).

HBP consists of two companies, The AMES Companies, Inc. (“AMES”) and Clopay Building Products Company, Inc. (“CBP”):

- AMES is a global provider of non-powered landscaping products that make work easier for homeowners and professionals.  

- CBP is a leading manufacturer and marketer of residential, commercial and industrial garage doors to professional installing dealers and major home center retail chains.

Telephonics designs, develops and manufactures high-technology integrated information, communication and sensor system solutions for 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.
As a result of the decline in the U.S. housing market and the subsequent global financial crisis, Griffon has been undergoing a strategic transformation. In May 2008, we announced the divestiture of our Installation Services business, which was consummated by September 2008. In September 2008, Griffon strengthened its balance sheet by raising $248,600 in equity through a common stock rights offering and a related investment by GS Direct L.L.C., an affiliate of The Goldman Sachs Group, Inc. Over the past five years, Griffon has continued to refine and enhance the strategic direction and operating performance of its companies, while strengthening its balance sheet. During this period, Griffon has grown revenue and earnings through organic growth, cost containment and acquisitions, while returning capital to its shareholders through dividends and stock buybacks.

We are focused on acquiring, owning and operating businesses in a variety of industries. We are long-term investors that have substantial experience in a variety of industries. Our intent is to continue the growth of our existing segments and to diversify further through investments and acquisitions.

On September 30, 2010, Griffon purchased AMES for $542,000 in cash. Over the past three years, Griffon acquired three businesses complementary to AMES: the pots and planters business of Southern Sales & Marketing ("Southern Patio"), Northcote Pottery™ ("Northcote") and the Australian Garden and Tools division of Illinois Tool Works, Inc. ("Cyclone").

On October 17, 2011, AMES acquired Southern Patio for approximately $23,000. Southern Patio is a leading designer, manufacturer and marketer of landscape accessories. Southern Patio had revenue exceeding $40,000 in 2011.

In January 2013, AMES announced its intention to close certain U.S. manufacturing facilities and consolidate affected operations primarily into its Camp Hill and Carlisle, PA locations. These actions, which were completed at the end of the first quarter of 2015, improve manufacturing and distribution efficiencies, allow for in-sourcing of certain production currently performed by third party suppliers, and improve material flow and absorption of fixed costs. Management continues to estimate that these actions will result in annual cash savings exceeding $10,000, based on current operating levels.

On December 31, 2013, AMES acquired Northcote, founded in 1897 and a leading brand in the Australian outdoor planter and decor market, for approximately $22,000. Northcote is expected to generate approximately $28,000 of annualized revenue.


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Table of Contents

On May 21, 2014, AMES acquired Cyclone for approximately $40,000, including a $4,000 working capital adjustment. Cyclone offers a full range of quality garden and hand tool products sold under various leading brand names including Cyclone®, Nylex® and Trojan®, designed to meet the requirements of both the Do-it-Yourself and professional trade segments. Cyclone is expected to generate approximately $65,000 of annualized revenue. Northcote complements Southern Patio and, with Cyclone, adds to AMES' existing lawn and garden operations in Australia.

Since August 2011, through the first quarter of 2015, Griffon has repurchased 12,464,347 shares of its common stock, for a total of $134,483 or $10.79 per share. On May 1, 2014, Griffon’s Board of Directors authorized the repurchase of up to $50,000 of Griffon’s outstanding common stock. Under this repurchase program, the Company may purchase shares, depending upon market conditions, in open market, including pursuant to a 10b5-1 plan, or privately negotiated transactions. At December 31, 2014, $26,574 remains under the current Board authorization.

Since September 2008, Griffon's Employee Stock Ownership Plan ("ESOP") purchased 4,013,459 shares of Griffon's common stock, for a total of $44,973 or $11.21 per share. At December 31, 2014, the ESOP holds allocated and unallocated shares totaling 5,641,213, or 11% of Griffon's outstanding shares, with a related loan balance of $38,396.

On November 17, 2011, the Company began declaring quarterly dividends. During the first quarter of 2015, and during 2014, 2013 and 2012, the Company declared and paid dividends per share of $0.04, $0.12, $0.10 and $0.08, respectively, for a total of $18,751 dividends paid during the period.

During 2014, Griffon issued $600,000 of 5.25% Senior Notes due 2022 the proceeds of which were used to redeem $550,000 of 7.125% senior notes due 2018. In addition, Griffon amended its $225,000 Revolving Credit Facility to extend its maturity to 2019.

Griffon also has outstanding $100,000 principal amount of 4% Convertible Subordinated Notes due 2017, with a current conversion rate of 68.4571 shares of Griffon’s common stock per $1 principal amount of notes, which corresponds to a conversion price of $14.61 per share.

OVERVIEW
 
Revenue for the quarter ended December 31, 2014 was $502,160 compared to $453,458 in the prior year quarter, an increase of 11%. Excluding the impact of foreign currency translation, revenue increased 13%. Net income was $7,471 or $0.16 per share, compared to $3,236 or $0.06 per share, in the prior year quarter.
 
The current quarter included:

Discrete tax provisions, net, of $349 or $0.01 per share.

The prior year quarter included:
Restructuring charges of $842 ($522, net of tax or $0.01 per share);
Acquisition costs of $798 ($495, net of tax or $0.01 per share); and
Discrete tax benefits, net, of $289 or $0.01 per share.  

Excluding these items from the respective quarterly results, net income would have been $7,820 or $0.16 per share in the current quarter compared to $3,964 or $0.07 per share in the prior year quarter.
 

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Table of Contents

Griffon evaluates performance based on Earnings per share and Net income excluding restructuring charges, acquisition-related expenses, gains (losses) from pension settlement and debt extinguishment and discrete 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
(Unaudited)
 
 
For the Three Months Ended December 31,

 
2014

2013

Net income
$
7,471

 
$
3,236

 
Adjusting items, net of tax:
 

 
 

 
Restructuring charges

 
522

 
Acquisition costs

 
495

 
Discrete tax provisions (benefits)
349

 
(289
)
 
Adjusted net income
$
7,820

 
$
3,964

 
Diluted income per common share
$
0.16

 
$
0.06

 
Adjusting items, net of tax:
 

 
 

 
Restructuring charges

 
0.01

 
Acquisition costs

 
0.01

 
Discrete tax provisions (benefits)
0.01

 
(0.01
)
 
Adjusted earnings per common share
$
0.16

 
$
0.07

 
Weighted-average shares outstanding (in thousands)
48,136

 
54,633

 
 
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.

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Table of Contents

RESULTS OF OPERATIONS
 
Quarters ended December 31, 2014 and 2013
 
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, and acquisition-related expenses, as applicable (“Segment adjusted EBITDA”). Griffon believes this information is useful to investors for the same reason. The following table provides a reconciliation of Segment operating profit to Income before taxes:
 
 
For the Three Months Ended December 31,
 
 
2014
 
2013
 
Segment operating profit:
 

 

Home & Building Products
$
16,369

 
$
9,393

 
Telephonics
7,517

 
10,652

 
Plastics
8,020

 
5,825

 
Total segment operating profit
31,906

 
25,870

 
Net interest expense
(11,637
)
 
(13,101
)
 
Unallocated amounts
(8,264
)
 
(7,983
)
 
Income before taxes
$
12,005

 
$
4,786

 
 
The following table provides a reconciliation of Segment adjusted EBITDA to Income before taxes:
 
 
For the Three Months Ended December 31,
 
 
2014
 
2013
 
Segment adjusted EBITDA:
 

 
 

 
Home & Building Products
$
24,470

 
$
19,067

 
Telephonics
10,032

 
12,396

 
Plastics
14,551

 
12,743

 
Total Segment adjusted EBITDA
49,053

 
44,206

 
Net interest expense
(11,637
)
 
(13,101
)
 
Segment depreciation and amortization
(17,147
)
 
(16,696
)
 
Unallocated amounts
(8,264
)
 
(7,983
)
 
Restructuring charges

 
(842
)
 
Acquisition costs

 
(798
)
 
Income before taxes
$
12,005

 
$
4,786

 


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Table of Contents

Home & Building Products
 
 
For the Three Months Ended December 31,
 
 
2014
 
2013
 
Revenue:
 

 
 

 
 

 
 

 
AMES
$
133,110

 
 

 
$
96,608

 
 

 
CBP
138,600

 
 

 
121,842

 
 

 
Home & Building Products
$
271,710

 
 

 
$
218,450

 
 

 
Segment operating profit
$
16,369

 
6.0
%
 
$
9,393

 
4.3
%
 
Depreciation and amortization
8,101

 
 

 
8,034

 
 

 
Restructuring charges

 
 

 
842

 
 

 
Acquisition costs

 
 

 
798

 
 

 
Segment adjusted EBITDA
$
24,470

 
9.0
%
 
$
19,067

 
8.7
%
 
 
For the quarter ended December 31, 2014, revenue increased $53,260 or 24%, compared to the prior year quarter; excluding the benefit from the inclusion of Northcote and Cyclone results, revenue increased 12%. AMES revenue increased 38% compared to the prior year quarter due to the inclusion of Northcote and Cyclone results (+27%) and improved U.S. and Canadian snow tool sales (+6%), with the balance primarily due to improved sales of North American pots and planters. CBP revenue increased 14%, due to increased volume (+9%) with the balance primarily due to favorable product mix. Segment revenue reflected the unfavorable impact of foreign currency translation (-2%).
 
For the quarter ended December 31, 2014, Segment operating profit increased 74% to $16,369 compared to $9,393 in the prior year quarter. The prior year included $842 of restructuring charges related to the consolidation initiative at AMES and $798 of acquisition costs related to the Northcote transaction. Excluding restructuring charges and acquisition costs, prior year Segment operating profit was $11,033 compared to $16,369 in the current quarter, an increase of 48%. The quarter included an unfavorable impact of foreign currency translation of 9%; the currency impact was more than offset by the contributions from Northcote and Cyclone acquisitions (+35%), with the balance of the profit increase attributable to organic revenue growth. In both periods, AMES experienced manufacturing inefficiencies in connection with its plant consolidation initiative; this initiative was completed at the end of the current quarter.

On May 21, 2014, AMES acquired Cyclone for approximately $40,000, including a $4,000 working capital adjustment. Cyclone offers a full range of quality garden and hand tool products sold under various leading brand names including Cyclone®, Nylex® and Trojan®, designed to meet the requirements of both the Do-it-Yourself and professional trade segments. Cyclone is expected to generate approximately $65,000 of annualized revenue. Selling, General and Administrative ("SG&A") expenses included $2,363 of related acquisition costs recorded in the third and fourth quarters of 2014.

On December 31, 2013, AMES acquired Northcote, a leading brand in the Australian outdoor planter and decor market, for approximately $22,000. Northcote complements Southern Patio, acquired in 2011. Northcote is expected to generate approximately $28,000 of annualized revenue. First quarter 2014 SG&A expenses included $798 of related acquisition costs. Both Cyclone and Northcote add to AMES’ existing lawn and garden operations in Australia.
 
In January 2013, AMES undertook to close certain of its U.S. manufacturing facilities and consolidate affected operations primarily into its Camp Hill and Carlisle, PA locations. These actions, completed at the end of the current quarter, improve manufacturing and distribution efficiencies, allow for in-sourcing of certain production currently performed by third party suppliers, and improve material flow and absorption of fixed costs. Management continues to estimate that these actions will result in annual cash savings exceeding $10,000, based on current operating levels; savings will begin to be realized in the second quarter of fiscal 2015.

Since January 2013, AMES incurred pre-tax restructuring and related exit costs approximating $7,941, comprised of cash charges of $4,016 and non-cash, asset-related charges of $3,925; the cash charges included $2,622 for one-time termination benefits and other personnel-related costs and $1,394 for facility exit costs, and there were $19,964 of capital expenditures. The charges and capital expenditures are consistent with the amounts estimated at the onset of the initiative.

HBP recognized $842 in restructuring and related exit costs for the quarter ended December 31, 2013; such charges primarily related to one-time termination benefits, facility and other personnel costs, and asset impairment charges related to the AMES initiative. There were no such charges in the current quarter.

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Table of Contents

Telephonics 
 
For the Three Months Ended December 31,
 
 
2014
 
2013
 
Revenue
$
90,658

 
 

 
$
96,025

 
 

 
Segment operating profit
$
7,517

 
8.3
%
 
$
10,652

 
11.1
%
 
Depreciation and amortization
2,515

 
 

 
1,744

 
 

 
Segment adjusted EBITDA
$
10,032

 
11.1
%
 
$
12,396

 
12.9
%
 
 
For the quarter ended December 31, 2014, revenue decreased $5,367 or 6% compared to the prior year quarter, primarily due to the timing of work performed on Multi-Mode Radars.
 
For the quarter ended December 31, 2014, Segment operating profit decreased $3,135 or 29%, and operating profit margin decreased 280 basis points compared to the prior year quarter. The decrease was primarily attributable to reduced revenue and product mix.
 
During the current quarter, Telephonics was awarded several new contracts and incremental funding on existing contracts approximating $93,300. Contract backlog was $496,000 at December 31, 2014, with 69% expected to be fulfilled in the next 12 months. Backlog was $494,000 at September 30, 2014 and $416,000 at December 31, 2013. Backlog is defined as unfilled firm orders for products and services for which funding has been both authorized and appropriated by the customer or Congress, in the case of the U.S. government agencies.

Plastics
 
For the Three Months Ended December 31,

 
2014

2013

Revenue
$
139,792


 


$
138,983


 


Segment operating profit
$
8,020


5.7
%

$
5,825


4.2
%

Depreciation and amortization
6,531


 


6,918


 


Segment adjusted EBITDA
$
14,551


10.4
%

$
12,743


9.2
%

 
For the quarter ended December 31, 2014, revenue increased $809, or 1%, compared to the prior year quarter. The increase reflected the benefit of increased volume (+3%) and the pass through of increased resin costs in customer selling prices (+2%), partially offset by the impact of unfavorable foreign exchange translation (-4%). Plastics adjusts selling prices based on underlying resin costs on a delayed basis.
 
For the quarter ended December 31, 2014, Segment operating profit increased $2,195 or 38% compared to the prior year quarter mainly due to a change in the impact of resin pricing pass through (+33%), partially offset by the impact of unfavorable foreign exchange (-7%) with the quarter also benefiting from improved operations and increased volume.
 
Unallocated
 
For the quarter ended December 31, 2014, unallocated amounts totaled $8,264 compared to $7,983 in the prior year with the increase primarily related to compensation and incentive costs.
 
Segment Depreciation and Amortization
 
Segment depreciation and amortization increased $451 for the quarter ended December 31, 2014 compared to the prior year, primarily due to the inclusion of Northcote and Cyclone.

Other Expense
 
For the quarters ended December 31, 2014 and 2013, Other income (expense) included ($540) and $242, respectively, of net currency exchange gains (losses) in connection with the translation of receivables and payables denominated in currencies other than the functional currencies of Griffon and its subsidiaries as well as $46 and $112, respectively, of net investment income.

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Table of Contents

Provision for income taxes
 
The effective tax rate for the quarter ended December 31, 2014 was 37.8% compared to 32.4% in the comparable prior year quarter. The current and prior year tax rates reflect the impact of permanent differences not deductible in determining taxable income, changes in earnings mix between domestic and non-domestic operations, and tax reserves. 
 
The quarter ended December 31, 2014 included a net tax provision of $349 for discrete items resulting primarily from the provision for taxes on repatriation of foreign earnings, partially offset by the benefit of the retroactive extension of the federal R&D credit signed into law December 19, 2014, and release of a valuation allowance. The comparable prior year quarter included $289 of benefits from discrete items primarily resulting from release of previously established reserves for uncertain tax positions on conclusion of tax audits and benefits arising on the filing of tax returns in various jurisdictions.

Excluding discrete items, the effective tax rate for the quarter ended December 31, 2014 was 34.9% compared to 38.4% in the comparable prior year quarter.
 
Stock based compensation
 
For the quarters ended December 31, 2014 and 2013, stock based compensation expense totaled $2,577 and $1,675, respectively.
 
Comprehensive income (loss)
 
For the quarter ended December 31, 2014, total other comprehensive loss, net of taxes, of $16,183, included a $15,500 loss from foreign currency translation adjustments primarily due to the weakening of the Euro, Canadian, Australian and Brazilian currencies, all in comparison to the U.S. Dollar, a $353 benefit from pension amortization of actuarial losses, a $74 loss on cash flow hedges and $962 loss on available-for-sale securities.

For the quarter ended December 31, 2013, total other comprehensive loss, net of taxes, of $2,821, included a $3,137 loss from foreign currency translation adjustments primarily due to the weakening of the Canadian, Australian and Brazilian currencies, partially offset by the strengthening of the Euro, all in comparison to the U.S. Dollar, a $316 benefit from pension amortization of actuarial losses.

Discontinued operations – Installation Services

There was no revenue or income from the Installation Services’ business for the quarters ended December 31, 2014 and 2013.

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Table of Contents

LIQUIDITY AND CAPITAL RESOURCES

Management assesses Griffon’s liquidity in terms of its ability to generate cash to fund its operating, investing and financing activities. Significant factors affecting liquidity include: cash flows from operating activities, capital expenditures, acquisitions, dispositions, bank lines of credit and the ability to attract long-term capital under satisfactory terms. Griffon believes it has sufficient liquidity available for reinvestment in existing businesses and strategic acquisitions while managing its capital structure on both a short-term and long-term basis.

The following table is derived from the Condensed Consolidated Statements of Cash Flows:
Cash Flows from Continuing Operations
For the Three Months Ended December 31,
(in thousands)
2014
 
2013
Net Cash Flows Used In:
 

 
 

Operating activities
$
(8,050
)
 
$
(26,279
)
Investing activities
(18,814
)
 
(39,473
)
Financing activities
(16,882
)
 
(16,547
)

Cash used in continuing operations for the quarter ended December 31, 2014 was $8,050 compared to usage of $26,279 in the prior year quarter. Current assets net of current liabilities, excluding short-term debt and cash, increased to $431,611 at December 31, 2014 compared to $399,417 at September 30, 2014, primarily due to an increase in inventory and a decrease in accounts payable and accrued liabilities, partially offset by a decrease in accounts receivable and contract costs and recognized income not yet billed. Current year cash flow from operating activities benefitted $4,600 from the inclusion of Northcote and Cyclone results.

In connection with the refinancing of the Company's Senior Notes, the timing of related interest payments on debt shifted; the prior year quarter's operating cash flow included a semi-annual interest payment of $9,797; the current year quarter had no interest payment for the Senior Notes.

During the quarter ended December 31, 2014, Griffon used cash for investing activities of $18,814 compared to $39,473 in the prior year quarter. Current quarter capital expenditures totaled $18,921, an increase of $1,005 from the prior year quarter. The prior year quarter included $23,666 related to the acquisition of Northcote.

During the quarter ended December 31, 2014, cash used in financing activities totaled $16,882 compared to $16,547 in the prior year. On May 1, 2014, Griffon’s Board of Directors authorized the repurchase of up to $50,000 of Griffon’s outstanding common stock. Under this program, the Company may purchase shares, depending upon market conditions, in open market, including pursuant to a 10b5-1 plan, or privately negotiated transactions. During the quarter ended December 31, 2014, Griffon purchased 1,025,041 shares of common stock under the May 2014 program, for a total of $12,286 or $11.99 per share. During the quarter, 61,399 shares, with a market value of $780, or $12.70 per share, were withheld to settle employee taxes due upon the vesting of restricted stock. During the quarter ended December 31, 2014, the Board of Directors approved a quarterly cash dividend of $0.04 per share, paid on December 23, 2014 to shareholders of record as of close of business on December 3, 2014.

On January 29, 2015, the Board of Directors declared a quarterly cash dividend of $0.04 per share, payable on March 26, 2015 to shareholders of record as of the close of business on February 26, 2015.

Payments related to Telephonics revenue are received in accordance with the terms of development and production subcontracts; certain of such receipts are progress or performance based payments. Plastics' customers are generally substantial industrial companies whose payments have been steady, reliable and made in accordance with the terms governing such sales. Plastics' sales satisfy orders that are received in advance of production, and where payment terms are established in advance. With respect to HBP, there have been no material adverse impacts on payment for sales.
 
A small number of customers account for, and are expected to continue to account for, a substantial portion of Griffon’s consolidated revenue. For the quarter ended December 31, 2014:
 
The United States Government and its agencies, through either prime or subcontractor relationships, represented 12% of Griffon’s consolidated revenue and 67% of Telephonics’ revenue.
Procter & Gamble Co. represented 15% of Griffon’s consolidated revenue and 53% of Plastics’ revenue.
The Home Depot represented 10% of Griffon’s consolidated revenue and 19% of HBP’s revenue.

37

Table of Contents


No other customer exceeded 6% of consolidated revenue. Future operating results will continue to substantially depend on the success of Griffon’s largest customers and our ongoing relationships with them. Orders from these customers are subject to fluctuation and may be reduced materially. The loss of all or a portion of volume from any one of these customers could have a material adverse impact on Griffon’s liquidity and operations.
Cash and Equivalents and Debt
December 31,
 
September 30,
(in thousands)
2014
 
2013
Cash and equivalents
$
46,566

 
$
92,405

Notes payables and current portion of long-term debt
6,615

 
7,886

Long-term debt, net of current maturities
802,855

 
805,101

Debt discount
8,622

 
9,584

Total debt
818,092

 
822,571

Debt, net of cash and equivalents
$
771,526

 
$
730,166

 
On February 27, 2014, in an unregistered offering through a private placement under Rule 144A, Griffon issued, at par, $600,000 of 5.25% Senior Notes due 2022 (“Senior Notes”); interest is payable semi-annually on March 1 and September 1, starting September 1, 2014. Proceeds from the Senior Notes were used to redeem $550,000 of 7.125% senior notes due 2018, to pay a call and tender offer premium of $31,530 and to make interest payments of $16,716, with the balance used to pay a portion of the related transaction fees and expenses. In connection with the issuance of the Senior Notes, all obligations under the $550,000 of 7.125% senior notes due 2018 were discharged.

The Senior Notes are senior unsecured obligations of Griffon guaranteed by certain domestic subsidiaries, and subject to certain covenants, limitations and restrictions. On June 18, 2014, Griffon exchanged all of the Senior Notes for substantially identical Senior Notes registered under the Securities Act of 1933 via an exchange offer. The fair value of the Senior Notes approximated $568,500 on September 30, 2014 based upon quoted market prices (level 1 inputs).

In connection with these transactions, Griffon capitalized $10,313 of underwriting fees and other expenses incurred related to the issuance and exchange of the Senior Notes, which will amortize over the term of such notes. Griffon recognized a loss on the early extinguishment of debt on the 7.125% senior notes aggregating $38,890, comprised of the $31,530 tender offer premium, the write-off of $6,574 of remaining deferred financing fees and $786 of prepaid interest on defeased notes.

On February 14, 2014, Griffon amended its $225,000 Revolving Credit Facility (“Credit Agreement”) to extend its maturity date from March 28, 2018 to March 28, 2019, and to amend certain financial maintenance and negative covenants to improve Griffon's financial and operating flexibility. The facility includes a letter of credit sub-facility with a limit of $60,000, a multi-currency sub-facility of $50,000 and a swing line sub-facility with a limit of $30,000. Borrowings under the Credit Agreement may be repaid and re-borrowed at any time, subject to final maturity of the facility or the occurrence of a default or an event of default under the Credit Agreement. Interest is payable on borrowings at either a LIBOR or base rate benchmark rate, in each case without a floor, plus an applicable margin, which adjusts based on financial performance. Current margins are 1.25% for base rate loans and 2.25% for LIBOR loans. The Credit Agreement has certain financial maintenance tests including a maximum total leverage ratio, a maximum senior secured leverage ratio and a minimum interest coverage ratio, as well as customary affirmative and negative covenants and events of default. The negative covenants place limits on Griffon's ability to, among other things, incur indebtedness, incur liens and make restricted payments and investments. Borrowings under the Credit Agreement are guaranteed by Griffon’s material domestic subsidiaries and are secured, on a first priority basis, by substantially all domestic assets of the Company and the guarantors and a pledge of not greater than 65% of the equity interest in each of Griffon’s material, first-tier foreign subsidiaries (except that a lien on the assets of Griffon's material domestic subsidiaries securing a limited amount of the debt under the credit agreement relating to Griffon's Employee Stock Ownership Plan ranks pari passu with the lien granted on such assets under the Credit Agreement). At December 31, 2014, outstanding borrowings and standby letters of credit were $25,000 and $19,285, respectively, under the Credit Agreement; $180,715 was available for borrowing at that date.

On December 21, 2009, Griffon issued $100,000 principal of 4% convertible subordinated notes due 2017 (the “2017 Notes”). The current conversion rate of the 2017 Notes is 68.6238 shares of Griffon’s common stock per $1 principal amount of notes, corresponding to a conversion price of $14.57 per share. When a cash dividend is declared that would result in an adjustment to the conversion ratio of less than 1%, any adjustment to the conversion ratio is deferred until the first to occur of (i) actual conversion; (ii) the 42nd trading day prior to maturity of the notes; and (iii) such time as the cumulative adjustment equals or exceeds 1%. As of December 31, 2014, aggregate dividends since the last conversion price adjustment of $0.10 per share would have resulted in an adjustment to the conversion ratio of approximately 0.84%. At both December 31, 2014 and 2013, the 2017 Notes had a capital

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in excess of par component, net of tax, of $15,720. The fair value of the 2017 Notes approximated $116,375 on December 31, 2014 based upon quoted market prices (level 1 inputs).

On October 21, 2013, Griffon refinanced two real estate mortgages to secure loans totaling $17,175. The loans mature in October 2018, are collateralized by the related properties and are guaranteed by Griffon. The loans bear interest at a rate of LIBOR plus 2.75%. At December 31, 2014, $16,173 was outstanding.

In December 2013, Griffon’s Employee Stock Ownership Plan (“ESOP”) entered into an agreement that refinanced the two existing ESOP loans into one new Term Loan in the amount of $21,098 (the "Agreement"). The Agreement also provided for a Line Note with $10,000 available to purchase shares of Griffon common stock in the open market. In July 2014, Griffon's ESOP entered into an amendment to the existing Agreement which provided an additional $10,000 Line Note available to purchase shares in the open market. During 2014, the Line Notes were combined with the Term Loan to form one new Term Loan. The Term Loan bears interest at LIBOR plus 2.38% or the lender’s prime rate, at Griffon’s option. The Term Loan requires quarterly principal payments of $506, with a balloon payment of approximately $30,137 due at maturity on December 31, 2018. During 2014, 1,591,117 shares of Griffon common stock, for a total of $20,000 or $12.57 per share, were purchased with proceeds from the Line Notes. During the first quarter of 2015, no shares of Griffon's common stock were purchased. As of December 31, 2014, $38,396 was outstanding under the Term Loan. The Term Loan is secured by shares purchased with the proceeds of the loan and with a lien on a specific amount of Griffon assets (which lien ranks pari passu with the lien granted on such assets under the Credit Agreement) and is guaranteed by Griffon.

In October 2006, CBP entered into a capital lease totaling $14,290 for real estate in Troy, Ohio. The lease matures in 2022, bears interest at a fixed rate of 5.0%, is secured by a mortgage on the real estate and is guaranteed by Griffon. At December 31, 2014, $8,299 was outstanding.

In November 2010, Clopay Europe GmbH (“Clopay Europe”) entered into a €10,000 revolving credit facility and a €20,000 term loan. The term loan was paid off in December 2013 and the revolver had no borrowings outstanding at December 31, 2014. The revolving facility matures in November 2015 and is renewable upon mutual agreement with the bank. The revolving credit facility accrues interest at EURIBOR plus 2.20% per annum (2.28% at December 31, 2014). Clopay Europe is required to maintain a certain minimum equity to assets ratio and keep leverage below a certain level, defined as the ratio of total debt to EBITDA.
Clopay do Brazil maintains lines of credit of $4,800. Interest on borrowings accrues at a rate of Brazilian CDI plus 6.0% (16.80% at December 31, 2014). At December 31, 2014 there was $1,945 borrowed under the lines. Clopay Plastic Products Company, Inc. guarantees the loan and lines.
In November 2012, Garant G.P. (“Garant”) entered into a CAD $15,000 revolving credit facility.  The facility accrues interest at LIBOR (USD) or the Bankers Acceptance Rate (CDN) plus 1.3% per annum (1.55% LIBOR USD and 2.56% Bankers Acceptance Rate CDN as of December 31, 2014). The revolving facility matures in November 2015. Garant is required to maintain a certain minimum equity.  At December 31, 2014, there were no borrowings under the revolving credit facility with CAD $15,000 available.

In December 2013 and May 2014, Northcote Holdings Pty Ltd entered into two unsecured term loans in the outstanding amounts of AUD $12,500 and AUD $20,000, respectively. The AUD $12,500 term loan requires quarterly interest payments with principal due upon maturity in December 2016. The AUD $20,000 term loan requires quarterly principal payments of $625 beginning in August 2015, with a balloon payment due upon maturity in May 2017. The loans accrue interest at Bank Bill Swap Bid Rate “BBSY” plus 2.8% per annum (5.5% at December 31, 2014 for each loan). As of December 31, 2014, Griffon had an outstanding combined balance of $26,442 on the term loans.

Subsidiaries of Northcote Holdings Pty Ltd also maintain two lines of credit of AUD $3,000 and AUD $5,000 which accrue interest at BBSY plus 2.25% per annum (5.00% at December 31, 2014) and 2.50% per annum (5.25% at December 31, 2014), respectively. At December 31, 2014, there were no outstanding borrowings under the lines. Griffon guarantees the term loans and the AUD $3,000 line of credit; the assets of a subsidiary of Northcote Holdings Pty Ltd secures the AUD $5,000 line of credit.

At December 31, 2014, Griffon and its subsidiaries were in compliance with the terms and covenants of its credit and loan agreements.

In each of August 2011 and May 2014, Griffon’s Board of Directors authorized the repurchase of up to $50,000 of Griffon’s outstanding common stock. Under both programs, the Company may, from time to time, purchase shares of its common stock, depending upon market conditions, in open market, including pursuant to a 10b5-1 plan, or privately negotiated transactions. During 2014, Griffon purchased 1,906,631 shares of common stock under both repurchase programs, for a total of $23,167 or $12.15 per shares. During the first quarter of 2015, Griffon purchased 1,025,041 shares of common stock under the May 2014 program. Since August 2011, through December 31, 2014, Griffon has repurchased 12,464,347 shares of common stock, for a

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total of $134,483 or $10.79, inclusive of the December 10, 2013 repurchase of 4,444,444 shares of its common stock for $50,000 from GS Direct. As of December 31, 2014, $26,574 remains under Griffon’s May 2014 Board authorized repurchase program.

On December 10, 2013, Griffon repurchased 4,444,444 shares of its common stock for $50,000 from GS Direct. The repurchase was effected in a private transaction at a per share price of $11.25, an approximate 9.2% discount to the stock’s closing price on November 12, 2013, the day before announcement of the transaction. The transaction was exclusive of the Company’s authorized share repurchase programs. After closing the transaction, GS Direct continued to hold approximately 5.56 million shares (approximately 10% of the shares outstanding at such time) of Griffon’s common stock. Subject to certain exceptions, if GS Direct intends to sell its remaining shares of Griffon common stock at any time prior to December 31, 2015, it will first negotiate in good faith to sell such shares to the Company.

On November 17, 2011, the Company began declaring quarterly cash dividends. During 2014, the Company declared and paid dividends totaling $0.12 per share. During the first quarter of 2015, the Board of Directors approved a quarterly cash dividend of $0.04 per share, paid on December 23, 2014 to shareholders of record as of close of business on December 3, 2014. The Company currently intends to pay dividends each quarter; however, payment of dividends is determined by the Board of Directors at its discretion based on various factors, and no assurance can be provided as to the payment of future dividends.

On January 29, 2015, the Board of Directors declared a quarterly cash dividend of $0.04 per share, payable on March 26, 2015 to shareholders of record as of the close of business on February 26, 2015.

During the quarter ended December 31, 2014 and 2013, Griffon used cash for discontinued operations of $380 and $299, respectively, primarily related to settling remaining Installation Services liabilities and environmental costs.
 
CRITICAL ACCOUNTING POLICIES

The preparation of Griffon’s consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires the use of estimates, assumptions, judgments and subjective interpretations of accounting principles that have an impact on assets, liabilities, revenue and expenses. These estimates can also affect supplemental information contained in public disclosures of Griffon, including information regarding contingencies, risk and its financial condition. These estimates, assumptions and judgments are evaluated on an ongoing basis and based on historical experience, current conditions and various other assumptions, and form the basis for estimating the carrying values of assets and liabilities, as well as identifying and assessing the accounting treatment for commitments and contingencies. Actual results may materially differ from these estimates. There have been no changes in Griffon’s critical accounting policies from September 30, 2014.

Griffon’s significant accounting policies and procedures are explained in the Management Discussion and Analysis section in the Annual Report on Form 10-K for the year ended September 30, 2014. In the selection of the critical accounting policies, the objective is to properly reflect the financial position and results of operations for each reporting period in a consistent manner that can be understood by the reader of the financial statements. Griffon considers an estimate to be critical if it is subjective and if changes in the estimate using different assumptions would result in a material impact on the financial position or results of operations of Griffon.

RECENT ACCOUNTING PRONOUNCEMENTS

The Financial Accounting Standards Board issues, from time to time, new financial accounting standards, staff positions and emerging issues task force consensus. See the Notes to Condensed Consolidated Financial Statements for a discussion of these matters.


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FORWARD-LOOKING STATEMENTS
 
This Quarterly Report on Form 10-Q, especially “Management’s Discussion and Analysis”, contains certain “forward-looking statements” within the meaning of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements relate to, among other things, income (loss), 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. Statements in this Form 10-Q 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; Griffon’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; 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 sequestration at such time as the budgetary cuts mandated by sequestration begin to take effect; the ability of the federal government to fund and conduct its operations; increases in the cost of raw materials such as resin 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 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 impacts margins and operating efficiencies; short-term capacity constraints or prolonged excess capacity; unforeseen developments in contingencies, such as litigation 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 of Griffon’s operating companies; and possible terrorist threats and actions and their impact on the global economy. Additional important factors that could cause the statements made in this Quarterly Report on Form 10-Q or the actual results of operations or financial condition of Griffon to differ are discussed under the caption “Item 1A. Risk Factors” and “Special Notes Regarding Forward-Looking Statements” in Griffon’s Annual Report on Form 10-K for the year ended September 30, 2014. 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.

Item 3 - Quantitative and Qualitative Disclosure About Market Risk
 
Griffon’s business’ activities necessitates the management of various financial and market risks, including those related to changes in interest rates, foreign currency rates and commodity prices.
 
Interest Rates
 
Griffon’s exposure to market risk for changes in interest rates relates primarily to variable interest rate debt and investments in cash and equivalents.
 
The revolving credit facility and certain other of Griffon’s credit facilities have a LIBOR-based variable interest rate. Due to the current and expected level of borrowings under these facilities, a 100 basis point change in LIBOR would not have a material impact on Griffon’s results of operations or liquidity.

Foreign Exchange
 
Griffon conducts business in various non-U.S. countries, primarily in Canada, Germany, Brazil, United Kingdom, Turkey, China, Sweden, Australia and Mexico; therefore, changes in the value of the currencies of these countries affect the financial position and cash flows when translated into U.S. Dollars. Griffon has generally accepted the exposure to exchange rate movements relative to its non-U.S. operations. Griffon may, from time to time, hedge its currency risk exposures. A change of 10% or less in the value of all applicable foreign currencies would not have a material effect on Griffon’s financial position and cash flows.
 

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Item 4 - Controls and Procedures
 
Under the supervision and with the participation of Griffon’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), Griffon’s disclosure controls and procedures, as defined by Exchange Act Rule 13a-15(e) and 15d-15(e), were evaluated as of the end of the period covered by this report. Based on that evaluation, Griffon’s CEO and CFO concluded that Griffon’s disclosure controls and procedures were effective at the reasonable assurance level.
 
During the period covered by this report, there were no changes in Griffon’s internal control over financial reporting which materially affected, or are reasonably likely to materially affect, Griffon’s internal control over financial reporting.
 
Limitations on the Effectiveness of Controls
 
Griffon believes that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all controls issues and instances of fraud, if any, within a company have been detected. Griffon’s disclosure controls and procedures, as defined by Exchange Act Rule 13a-15(e) and 15d-15(e), are designed to provide reasonable assurance of achieving their objectives.
 

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PART II - OTHER INFORMATION

Item 1    Legal Proceedings
None

Item 1A    Risk Factors
In addition to the other information set forth in this report, carefully consider the factors discussed in Item 1A to Part I in Griffon’s Annual Report on Form 10-K for the year ended September 30, 2014, which could materially affect Griffon’s business, financial condition or future results. The risks described in Griffon’s Annual Report on Form 10-K are not the only risks facing Griffon. Additional risks and uncertainties not currently known to Griffon or that Griffon currently deems to be immaterial also may materially adversely affect Griffon’s business, financial condition and/or operating results.

Item 2    Unregistered Sales of Equity Securities and Use of Proceeds

(c)

ISSUER PURCHASES OF EQUITY SECURITIES

Period
(a) Total Number
of Shares (or
Units) Purchased
 
 
(b) Average Price
Paid Per Share (or
Unit)
 
(c) Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Plans or Programs (1)
 
(d) Maximum Number (or
Approximate Dollar
Value) of Shares (or Units)
That May Yet Be
Purchased Under the
Plans or Programs(1)
October 1 - 31, 2014
484,041

 
 
$
11.32

 
484,041

 
 

November 1 - 30, 2014
273,884

(2)
 
12.44

 
260,000

 
 

December 1 - 31, 2014
328,515

(3)
 
12.71

 
281,000

 
 

Total
1,086,440

 
 
$
11.99

 
1,025,041

 
$
26,574


1.
On May 1, 2014, the Company’s Board of Directors authorized the repurchase of up to $50,000 of Griffon common stock ; as of December 31, 2014, $26,574 remained available for the purchase of Griffon common stock under the May 1, 2014 $50,000 board authorized program.
2.
Includes (a) 260,000 shares purchased by the Company in open market purchases pursuant to a stock buyback plan authorized by the Company's Board of Directors and (b) 13,884 shares acquired by the Company from holders of restricted stock upon vesting of the restricted stock, to satisfy tax-withholding obligations of the holders.
3.
Includes (a) 281,000 shares purchased by the Company in open market purchases pursuant to a stock buyback plan authorized by the Company's Board of Directors and (b) 47,515 shares acquired by the Company from holders of restricted stock upon vesting of the restricted stock, to satisfy tax-withholding obligations of the holders.
 
Item 3    Defaults Upon Senior Securities
None

Item 4    Mine Safety Disclosures
None

Item 5    Other Information

Submission of Matters to a Vote of Security Holders

On January 29, 2015, Griffon Corporation ("Griffon") held its 2015 Annual Meeting of Stockholders. Of the 52,716,487 shares of common stock outstanding and entitled to vote, 50,772,481 shares, or 96.3%, were represented at

43



the meeting in person or by proxy, and therefore a quorum was present. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:

Item No. 1: All of the Board’s nominees for Class II directors were elected to serve until Griffon’s 2018 Annual Meeting of Stockholders, by the votes set forth below:
Nominee
For
Withheld
Broker Non-Votes
 
 
 
 
Harvey R. Blau
45,395,022
3,626,649
1,750,810
Bradley J. Gross
47,398,490
1,623,181
1,750,810
General Donald J. Kutyna (USAF Ret.)
46,557,676
2,463,995
1,750,810
Kevin F. Sullivan
47,410,933
1,610,738
1,750,810

Item No. 2: The stockholders approved, on an advisory basis, the compensation of the named executive officers as disclosed in Griffon’s proxy statement, by the votes set forth below:
For
Against
Abstain
Broker Non-votes
30,258,510
17,312,621
1,450,540
1,750,810

Item No. 3: The stockholders ratified the appointment of Grant Thornton LLP as Griffon’s independent registered public accounting firm for fiscal 2015, by the votes set forth below:
For
Against
Abstain
50,122,268
424,461
225,752

Item 6
Exhibits
 
 
31.1
Certification pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
31.2
Certification pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
32
Certifications pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
101.INS
XBRL Instance Document*
 
 
101.SCH
XBRL Taxonomy Extension Schema Document*
 
 
101.CAL
XBRL Taxonomy Extension Calculation Document*
 
 
101.DEF
XBRL Taxonomy Extension Definitions Document*
 
 
101.LAB
XBRL Taxonomy Extension Labels Document*
 
 
101.PRE
XBRL Taxonomy Extension Presentations Document*
 
 
*
In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall be deemed to be “furnished” and not “filed”.


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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
GRIFFON CORPORATION
 
 
 
 
 
/s/ Douglas J. Wetmore
 
 
Douglas J. Wetmore
 
 
Executive Vice President and Chief Financial Officer
 
 
(Principal Financial Officer)
 
 
 
 
 
/s/ Brian G. Harris
 
 
Brian G. Harris
 
 
Vice President, Controller and Chief Accounting Officer
 
(Principal Accounting Officer)
 
 
Date: January 29, 2015


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EXHIBIT INDEX
 
31.1
Certification pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
31.2
Certification pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
32
Certifications pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
101.INS
XBRL Instance Document*
 
 
101.SCH
XBRL Taxonomy Extension Schema Document*
 
 
101.CAL
XBRL Taxonomy Extension Calculation Document*
 
 
101.DEF
XBRL Taxonomy Extension Definitions Document*
 
 
101.LAB
XBRL Taxonomy Extension Labels Document*
 
 
101.PRE
XBRL Taxonomy Extension Presentations Document*
 
 
*
In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall be deemed to be “furnished” and not “filed”.

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