-----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, HQrJfVWFQHBEKzRk1zbMp2cLV7hhsLI2HDE/KLpUE+TDO5OPBuAvB6CoBKM0dmVe MD3Xd45r5g9DDOabqhGhFQ== 0000932214-04-000014.txt : 20040505 0000932214-04-000014.hdr.sgml : 20040505 20040505155038 ACCESSION NUMBER: 0000932214-04-000014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040331 ITEM INFORMATION: FILED AS OF DATE: 20040505 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: 04781544 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 prlease8k.txt INITIAL FILING - CURRENT REPORT UNITED STATES 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 29, 2004 (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) No.) 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 or former address, if change since last report.) ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On April 29, 2004, Griffon Corporation (the "Registrant") issued a press release announcing the Registrant's financial results for the quarter and six months ended March 31, 2004. 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 12 and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities 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. 2 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 hereunto duly authorized. GRIFFON CORPORATION By: /s/Robert Balemian -------------------------- Robert Balemian, President Dated: May 4, 2004 EXHIBIT INDEX 99.1 Press release dated April 29, 2004 issued by Griffon Corporation. EX-99.1 2 release8k.txt PRESS RELEASE GRIFFON CORPORATION Contact: Robert Balemian President (516) 938-5544 GRIFFON CORPORATION ANNOUNCES ----------------------------- RECORD OPERATING RESULTS FOR THE SECOND QUARTER OF FISCAL 2004 -------------------------------------------------------------- Jericho, New York, April 29, 2004 - Griffon Corporation (NYSE:GFF) today reported record operating performance for the second quarter of fiscal 2004, ended March 31, 2004, with each of its operating units reflecting increases in sales, operating income and margins. Net sales for the quarter were $317,636,000 compared to $277,330,000 for the second quarter of fiscal 2003. Income before income taxes increased to $19,348,000 from $11,236,000. Net income was $8,662,000 in the current quarter, up from $4,617,000 in the second quarter of 2003. Basic earnings per share for the quarter was $.29 compared to $.14 last year and diluted earnings per share was $.27 compared to $.14 in 2003. Specialty plastic films reflected substantially higher sales and operating profit. The sales growth was due to an improved product mix, selling price adjustments to pass through raw material price increases to customers and the effect of a weaker U.S. dollar on translated foreign sales. Specialty plastic films' operating profit benefited from the sales growth and increased operating efficiencies. The building products operations contributed to the quarter's improved operating results with higher unit sales of garage doors in both the retail and dealer channels of distribution, sales gains in installation services and its elimination last year of an underperforming location and effective expense control. The electronic information and communication systems segment, Telephonics, had higher sales and operating profit due to the effect of recently awarded contracts and growth in defense production programs. Consolidated -more- -2- earnings in the quarter reflected increased interest expense of $1,100,000 associated with the company's convertible subordinated notes which were sold in the latter part of fiscal 2003. Net sales for the six months ended March 31, 2004 were $656,138,000 compared to $579,484,000 for the first six months of fiscal 2003. Income before income taxes for the six months rose to $45,006,000, up from $32,317,000 last year. Net income increased to $21,777,000 from $15,537,000 for the first six months of 2003. Diluted earnings per share for the first half was $.69 compared to $.46 last year. Cash flow from operations during the quarter was $18,000,000 which was used to fund treasury stock purchases of $9,000,000 and capital expenditures of $10,000,000, principally for the specialty plastic films segment's capital expansion programs. 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. -more- -3- "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, -------------------------- ------------------------ 2004 2003 2004 2003 ---- ---- ---- ---- Net sales: Garage Doors $ 96,093 $ 82,886 $217,953 $196,349 Installation Services 72,332 66,672 149,037 138,992 Specialty Plastic Films 106,613 92,129 210,614 179,471 Electronic Information and Communication Systems 47,259 40,612 88,899 76,373 Intersegment eliminations (4,661) (4,969) (10,365) (11,701) -------- -------- -------- -------- $317,636 $277,330 $656,138 $579,484 ======== ======== ======== ======== Operating income: Garage Doors $ 3,964 $ 2,966 $ 17,224 $ 13,883 Installation Services 1,692 528 4,698 2,207 Specialty Plastic Films 15,142 9,156 28,082 19,822 Electronic Information and Communication Systems 3,669 2,894 5,699 4,616 -------- -------- -------- -------- Segment operating income 24,467 15,544 55,703 40,528 Unallocated amounts (3,360) (3,450) (7,088) (6,584) Interest expense, net (1,759) (858) (3,609) (1,627) -------- -------- -------- -------- Income before income taxes 19,348 11,236 45,006 32,317 Provision for income taxes (7,159) (4,269) (16,652) (12,280) -------- -------- -------- -------- Income before minority interest 12,189 6,967 28,354 20,037 Minority interest (3,527) (2,350) (6,577) (4,500) -------- -------- -------- -------- Net income $ 8,662 $ 4,617 $ 21,777 $ 15,537 ======== ======== ======== ======== Earnings per share of common stock: Basic $ .29 $ .14 $ .73 $ .47 ===== ===== ===== ===== Diluted $ .27 $ .14 $ .69 $ .46 ===== ===== ===== =====
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