-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NqvFPq7V/C9D1c/ksDGjDeJ7KYODEAi00MpYBdIlXX0Iehvf9QpPsCgoSDoGmCRp VYb8FtP5cGt1praQjQSh0Q== 0000932214-03-000072.txt : 20030430 0000932214-03-000072.hdr.sgml : 20030430 20030430165140 ACCESSION NUMBER: 0000932214-03-000072 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030331 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GRIFFON CORP CENTRAL INDEX KEY: 0000050725 STANDARD INDUSTRIAL CLASSIFICATION: METAL DOORS, SASH, FRAMES, MOLDING & TRIM [3442] IRS NUMBER: 111893410 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06620 FILM NUMBER: 03673612 BUSINESS ADDRESS: STREET 1: 100 JERICHO QUADRANGLE CITY: JERICHO STATE: NY ZIP: 11753 BUSINESS PHONE: 5169385544 MAIL ADDRESS: STREET 1: 100 JERICHO QUADRANGLE CITY: JERICHO STATE: NY ZIP: 11753 FORMER COMPANY: FORMER CONFORMED NAME: INSTRUMENT SYSTEMS CORP /DE/ DATE OF NAME CHANGE: 19920703 8-K 1 pressrelease8k.txt REGULATION FD DISCLOSURE SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: April 30, 2003 (Date of earliest event reported) Griffon Corporation ______________________________________________________________________________ (Exact name of registrant as specified in its charter) Delaware 1-6620 11-1893410 ______________________________________________________________________________ (State or other (Commission (IRS Employer jurisdiction of File Number) Identification incorporation) Number) 100 Jericho Quadrangle, Jericho, New York 11753 ______________________________________________________________________________ (Address of principal executive offices) (Zip Code) (516) 938-5544 ______________________________________________________________________________ (Registrant's telephone number including area code) N/A ______________________________________________________________________________ (Former name of former address, if changed since last report.) Item 7. Financial Statements and Exhibits. Exhibits 99.1 Press release dated April [30], issued by Griffon Corporation ("Registrant"). Item. 9. Regulation FD Disclosure The following information is furnished pursuant to Item 9, "Regulation FD Disclosure" and Item 12, "Results of Operations and Financial Condition." On April 30, 2003, the Registrant issued a press release announcing the Registrant's financial results for the second fiscal quarter ended March 31, 2003. A copy of the Registrant's press release is attached hereto as Exhibit 99.1. The information in this Form 8-K is being furnished under Item 9 and Item 12 and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities and Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. SIGNATURE --------- 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 By: \s\Robert Balemian ------------------------- Robert Balemian, President EX-99.1 3 pressreleaseexh.txt PRESS RELEASE GRIFFON CORPORATION ANNOUNCES ----------------------------- OPERATING RESULTS FOR THE SECOND QUARTER OF FISCAL 2003 ------------------------------------------------------- Jericho, New York, April 30, 2003 - Griffon Corporation (NYSE:GFF) today reported operating performance for the second quarter of fiscal 2003, ended March 31, 2003. Net sales for the quarter were $277,330,000 compared to $267,308,000 for the second quarter of fiscal 2002. Income before income taxes increased to $11,236,000 from $10,445,000. Net income was $4,617,000 in the current quarter compared to $4,815,000 in the second quarter of 2002. Diluted and basic earnings per share were $.14 in the second quarter of both fiscal 2003 and 2002. Garage doors' profitability improved on the strength of manufacturing efficiencies and effective cost control, and was also positively impacted by the 2002 divestiture of Atlas, an unprofitable commercial operation. Net sales of the garage doors segment were lower compared to last year primarily due to the Atlas divestiture and inclement weather conditions in the segment's markets. Net sales of the specialty plastic films segment increased substantially compared to last year's second quarter. The growth was principally due to higher unit volumes, the effect of a weaker U.S. dollar on translated foreign sales, the net sales of the Brazilian operation acquired in the latter half of fiscal 2002 and selling price adjustments to pass through raw material (resin) price increases to customers. Resin price increases have been substantial; raw material cost increases in the quarter exceeded related selling price adjustments by approximately $3.5 million. Also impacting the segment's profitability in the quarter were costs associated with manufacturing facility expansion for existing and new products. The electronic information and communication systems segment, Telephonics, reported lower sales primarily due to delays in anticipated awards of new orders which are expected to pick up as the year progresses. Earnings in this segment declined slightly compared to last year principally due to the sales decrease and increased research and development expenditures. Net sales for the six months ended March 31, 2003 were $579,484,000 compared to $569,210,000 for the first six months of fiscal 2002. Pretax income for the six months rose to $32,317,000 compared to $30,739,000 last year. Income before the accounting change last year to adopt Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets", was $15,537,000 for the first six months of 2003 compared to $15,397,000 last year. During the quarter, cash generated from operations and existing cash balances funded treasury stock purchases of $3,100,000, further reductions in bank debt of $9,700,000 and capital expenditures of $12,300,000 primarily in connection with ongoing programs in the specialty plastic films segment. Griffon Corporation - o is a leading manufacturer and marketer of residential, commercial and industrial garage doors sold to professional installing dealers and major home center retail chains; o installs and services specialty building products and systems, primarily garage doors, openers, fireplaces and cabinets, for new construction markets through a substantial network of operations located throughout the country; o is an international leader in the development and production of embossed and laminated specialty plastic films used in the baby diaper, feminine napkin, adult incontinent, surgical and patient care markets; and o develops and manufactures information and communication systems for government and commercial markets worldwide. "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: All statements other than statements of historical fact included in this release, including without limitation statements regarding the company's financial position, business strategy and the plans and objectives of the company's management for future operations, are forward-looking statements. When used in this release, words such as "anticipate", "believe", "estimate", "expect", "intend", and similar expressions, as they relate to the company or its management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of the company's management, as well as assumptions made by and information currently available to the company's management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including but not limited to, business and economic conditions, competitive factors and pricing pressures, capacity and supply constraints. Such statements reflect the views of the company with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to the operations, results of operations, growth strategy and liquidity of the company. Readers are cautioned not to place undue reliance on these forward-looking statements. The company does not undertake to release publicly any revisions to these forward-looking statements to reflect future events or circumstances or to reflect the occurrence of unanticipated events. GRIFFON CORPORATION ------------------- OPERATING HIGHLIGHTS -------------------- (Unaudited, in thousands except for per share amounts)
For the Three Months Ended For the Six Months Ended March 31, March 31, -------------------------- ------------------------ 2003 2002 2003 2002 ---- ---- ---- ---- Net sales: Garage Doors $ 82,886 $ 93,302 $196,349 $213,039 Installation Services 66,672 63,520 138,992 134,630 Specialty Plastic Films 92,129 68,948 179,471 141,514 Electronic Information and Communication Systems 40,612 46,675 76,373 92,362 Intersegment eliminations (4,969) (5,137) (11,701) (12,335) -------- -------- -------- -------- $277,330 $267,308 $579,484 $569,210 ======== ======== ======== ======== Operating income: Garage Doors $ 2,966 $ 336 $ 13,883 $ 9,581 Installation Services 528 721 2,207 3,105 Specialty Plastic Films 9,156 10,064 19,822 19,884 Electronic Information and Communication Systems 2,894 3,086 4,616 5,526 ----- ----- ----- ----- Segment operating income 15,544 14,207 40,528 38,096 Unallocated amounts (3,450) (2,863) (6,584) (5,397) Interest expense, net ( 858) (899) (1,627) (1,960) ------ ------ ------ ------ Income before income taxes 11,236 10,445 32,317 30,739 Provision for income taxes (4,269) (4,178) (12,280) (12,295) ------ ------ ------- ------- Income before minority interest and cumulative effect of a change in accounting principle 6,967 6,267 20,037 18,444 Minority interest (2,350) (1,452) (4,500) (3,047) ------ ------ ------ ------ Income before cumulative effect of a change in accounting principle 4,617 4,815 15,537 15,397 Cumulative effect of a change in accounting principle, net of income tax effect - - - (24,118) (1) -------- -------- -------- -------- Net income(loss) $ 4,617 $ 4,815 $ 15,537 $ (8,721) ======== ======== ======== ======== Basic earnings per share of common stock: Income before cumulative effect of a change in accounting principle $ .14 $ .14 $ .47 $ .47 Cumulative effect of a change in accounting principle - - - (.73) -------- -------- -------- -------- Net income(loss) $ .14 $ .14 $ .47 $ (.26) ======== ======== ======== ======== Diluted earnings per share of common stock: Income before cumulative effect of a change in accounting principle $ .14 $ .14 $ .46 $ .44 Cumulative effect of a change in accounting principle - - - (.69) -------- -------- -------- -------- Net income(loss) $ .14 $ .14 $ .46 $ (.25) ======== ======== ======== ======== (1) To reflect the impairment of the goodwill of the installation services segment pursuant to the adoption of Statement of Financial Accounting Standards No. 142.
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