Doug Wetmore - CFO Ron Kramer - CEO.

Labick - CJS Securities Justin Bergner - Gabelli & Co. Philip Volpicelli - Deutsche Bank Russell Collins - NWQ.

Good day, and welcome to the Griffon Corporation Second Quarter Fiscal 2014 Results Conference Call. Today's conference is being recorded. At this time, I would like to turn the call over to Doug Wetmore, the Company’s Chief Financial Officer. Please go ahead, sir..

Thank you, Molly. Good afternoon, everyone. With me on the call is Ron Kramer, our Chief Executive Officer. Before we get into the call, there are certain matters I want to bring to your attention.

First, our call is being recorded, and playback will be available, the details of which are in our press release issued earlier today and are also available on our website. Second, during the call, we may make certain forward-looking statements about the Company's performance.

Such statements are subject to inherent risks and uncertainties that could cause actual results to differ materially from those expressed.

And for additional information concerning factors that could cause those actual results to differ from those discussed, you should refer to the cautionary statements contained in today's press release, as well as the risk factors discussed in our various filings with the Securities and Exchange Commission.

And finally, some of today's prepared remarks will adjust for those items that affect comparability between the reporting periods. And these items are laid out in the non-GAAP reconciliations, which are included in our press release. With that, I'll turn the call over to Ron..

Good afternoon. Thanks for joining us on the call today. I am very pleased with our performance this quarter.

We had very good results reflecting the continued improvement of our operations, specifically home and building products increased through a combination of core business growth and acquisition, plastics had excellent results and are benefiting from the initiatives and action implemented to improve its operating efficiencies over the last few years.

Telephonics performed well despite facing a difficult comparison to last year’s second quarter and a challenging Department of Defense budgetary environment. Revenue of 508 million increased 4% over the prior year quarter. This is the highest revenue Griffon has ever reported in second fiscal quarter.

Segment adjusted EBITDA of 46 million was ahead of last year, our adjusted income was $0.12 per compared to $0.08 per share in the prior year quarter. I’ll comment on each of the operating segments and then Doug will take you through the financials in more detail. Starting with home and building products.

Revenues totaled 252 million, increasing 11% over the prior year, led by strong sales of snow shovels and tools at Ames and inclusion of Northcote, the acquisition we made in Australia which closed December 31, of 2013.

Segment adjusted EBITDA was 17.1 million, down slightly compared to the prior year quarter notwithstanding the sales growth as we continue to refine our manufacturing efficiency at Ames and the impact of some weather in the doors business.

We continue to believe that we are in the early stages of a multiyear housing recovery with new residential construction and (repairing our) [ph] model levels in the United States improving.

Over time, this bodes well for both the doors and tools businesses, as housing continues to recover, relatively small incremental additional revenue will carry significant improvements in profitability for the home and building product segment. Telephonics revenue was 104 million which was down 14% from the prior year quarter, but as expected.

The 2013 quarter included $13.2 million of (ICREW) [ph] electronic warfare program revenue where Telephonics served as a contract manufacturer. There was no such revenue in the current year quarter. Excluding the (ICREW) [ph] revenue from last year’s second quarter, core revenue declined 4% primarily due to lower mobile surveillance system sales.

EBITDA of $12.5 million decreased compared to $15.5 million in the prior year quarter as expected EBITDA margin was 12% compared to 12.7% in the prior year.

With all the uncertainties regarding the federal defense budget remains unclear as to what ultimately happened to defense spending in the next few years, but not immune from the impact of budgetary constraints our core programs remain well positioned in an uncertain environment.

Our experience suggests that demand and funding for these programs and intelligence, surveillance and reconnaissance remain reasonably well funded relative to other areas of the defense business.

We expect continued growth in Airborne ISR equipment and see the benefit from both the continued upgrade and recapitalization of the existing platforms as well as growth from selected new platforms including the Fire Scout program. Our funded backlog remains strong ending the quarter with 486 million compared to 444 million at September 30, 2013.

With this funded backlog, we have excellent visibility for the upcoming year. Telephonics is well positioned to succeed in the coming years and enhances industry leadership position. Our Plastics business Clopay had revenues totaling 152 million which is an increase of 7% from the prior year quarter, mainly driven by favorable product mix.

EBITDA increased 31% to 16.2 million from 12.4 million in the prior year quarter. The last time EBITDA was at this level was in 2005, so you can understand how pleased we are with the progress that we’ve made. The EBITDA margin was 10.7% compared to 8.7% in the second quarter of 2013.

At plastics, we’re well on our way to returning to the historic margins in excess of 10% on an annualized basis and as we’ve always stated, our goal is to continue to improve the margin beyond this historical standard. We have made tremendous progress improving our operations and servicing our clients.

Our expanded capacity has made us a stronger global competitor and is enabling us to service and sustain our industry leadership position, very pleased with the performance of Plastics over the past few years, Alan Koblin and his team have done an outstanding job.

On corporate, in February we issued 600 million of senior notes due 2022 and used the proceeds to redeem 550 million of (7 and 8) [ph] notes that were due in 2018. Our new notes bear interest at (5.25) [ph] so we expect to save approximately 8 million a year of interest expense. And due this is a timely refinancing.

We amended our 225 million revolving credit facility expanding its maturity from March 28, 2018 to March 28, 2019 and earlier today the Board declared a regular quarterly cash dividend of $0.03 per share payable on June 26th to shareholders of record as of the close on May 23rd.

Lastly Board also approved $50 million share repurchase program at March 31, 2014, $4.5 million remained to the existing share repurchase authorization. Since the resumption of share repurchases in 2011 Griffon has repurchased $107 million of its common stock inclusive of December 2013 50 million repurchase from an affiliate of Goldman Sachs.

I’ll let Doug take you through the quarter in a little more detail and then I’ll come back for closing remarks and we’ll open it up to your questions..

Thank you, Ron. Consolidated revenue totaled 508 million in the quarter representing an increase of 4% or 19 million in comparison to the prior year quarter. Home and building products led our growth with revenue increasing 11% over the prior year quarter.

Ames revenue increased 18% due to a combination of improved snow tool and (planner) [ph] sales and the inclusion of the results of Northcote effective December 31, 2013.

Door revenue increased 1% with favorable product mix offsetting weak volume and that weak volume was influenced by the first winter that we experienced in many of the markets that we serve. Segment adjusted EBITDA was 17.1 million, down from 17.6 million in the prior year quarter.

Driven by the volume increase in the quarter Ames incurred higher distribution and selling cost and Ames also continued with manufacturing inefficiencies being encountered in connection with its planned consolidation initiative. These inefficiencies are expected to continue until the end of calendar 2014 when that initiative is complete.

The effect of the decline in door volume impacted absorption in our door plant further impacting EBITDA and however that was partially offset by the benefit of the favorable mix. The impact at Northcote in the quarter was not significant to segment EBITDA. The Ames manufacturing consolidation remains on schedule and on budget.

We continue to expect the annual cash savings exceeding $10 million based on current operating levels on completion of this consolidation initiative at the end of calendar 2014 as I mentioned. Telephonics revenue of 104 million declined 17 million or 14% from the prior year quarter.

The decrease compared to last year’s quarter was mainly due to the prior year including shipments of (ICREW) [ph] electronic warfare totaling 13.2 million.

Core Telephonics revenue decreased 4% in the current quarter with the decline primarily due to lower mobile surveillance system sales partially offset by higher identification friend or foe system sales. Telephonics' segment adjusted EBITDA decreased to 12.5 million from 15.5 million in the year ago quarter.

The prior year quarter profit benefited from the electronic warfare revenue as well as a combination of favorable program mix and manufacturing efficiencies which we cautioned at the time would not be repeated. Telephonics EBITDA margin is 12% in the quarter compared to 12.7% in the prior year quarter.

The current quarter margin is in line with previous long term guidance for the business and with our expectation. Plastic revenue total 152 million increasing 7% compared to the prior year quarter.

The increase reflects the benefit of favorable mix, the pass through of higher resin costs and customer selling prices partially offset by some negative effect from foreign exchange translation.

Volumes were slightly higher than the prior year quarter overcoming the loss of volume foregone as Plastics exited certain low margin products in the second half of 2013. With the close of this quarter we have anniversaryed the impact of existing that lower margin business.

Plastic segment EBITDA was 16.2 million increasing 31% from the prior year quarter with that improvement driven by favorable product mix, continued efficiency improvements and the positive impact of restructuring initiatives undertaken during the past year. Resin had no material impact on EBITDA in the quarter.

Plastics EBITDA margin increased 200 basis points to 10.7% of sales compared to 8.7% of sales in the prior year quarter. From a consolidated income perspective our consolidated gross profit was 110 million with a margin of 21.7 in line with the prior year quarter.

Consolidated SG&A expenses were $90 million or approximately 17.7% of sales again in line with last year’s quarter. The net loss that we reported was $25.8 million or $0.53 per share compared to a loss of $800,000 or $0.02 per share in the prior year quarter.

The current quarter results included a charge related to debt extinguishment of $39 million, 25 million after tax or $0.51 per share, restructuring cost of $700,000 and $400,000 after tax or a penny share and the benefit of debt extinguishment on our full year effective tax rate and a positive of 5.1 million or $0.12 per share and discrete tax expenses of $600,000 or a $0.01 per share.

The prior year quarter included restructuring of $9.3 million, $5.8 million after tax or $0.10 per share and that was mainly related to the plastics restructuring, the benefits of which I just mentioned a moment ago and the Ames plant consolidation initiative. And the prior quarter also included discrete tax benefits of $300,000 or a penny per share.

Excluding these items, current quarter adjusted income from continuing operations was $6 million or $0.12 per share compared to $4.7 million or $0.08 per share in the prior year quarter. As I mentioned earlier the reconciliation of GAAP results to the adjusted results is included in our press release.

Effective tax benefit rates for the current and prior year quarters were 16.1% and 65.7% respectively. The current quarter includes 600,000 of provisions for discrete items resulting primarily from the inclusion of tax audits --conclusion of tax audits in certain jurisdictions and the impact of tax law changes enacted in the current quarter.

The prior year quarter included 300,000 of benefits from discrete items primarily the retroactive extension of the federal research and development credit that was signed in the law January 2, 2013. Excluding discrete items the effective tax benefit for the current and prior year were 80% and 52.7% respectively.

As we mentioned in the past, rates in both years reflect the impact of permit differences not deductible in determining taxable income mainly limited deductibility of restricted stock, tax reserves and changes in earnings mix between domestic and non-domestic operations all of which are material relative to the overall level of pre-tax reserve.

Now as a result of the loss from debt extinguishment, the company anticipates it will now incur a pre-tax loss for the full year 2014 and recognize a corresponding tax benefit at an effective rate approximating 13%.

Prior to refinancing the debt and the loss on debt extinguishment, the company anticipated its full year 2014 effective tax rate to approximate 40% as I’ve mentioned on the prior quarter call.

Excluding discrete items and the impact of the debt refinancing on our full year results, we continue to anticipate that the effective tax rate for the full year 2014 will be in the range of 38% to 40%. So the impact of the debt refinancing is dramatic in terms of the -- on the tax rate.

In the current quarter the impact of debt extinguishment on the full year effective tax rate was estimated to be a benefit of $5.8 million or $0.12 per share and that’s detailed in our reconciliation of net income to adjusted net income and as we always do, we’ll provide additional commentary on taxes and tax rate as the year unfolds.

Capital spending in the current quarter was just under $17 million and we continue to expect cap spending of about $70 million in fiscal 2014. Depreciation and amortization was about $16.4 million in the quarter and we expect depreciation for the full fiscal year to be about $64 million, amortization will be in line with 2013 about $8 million.

At March 31, 2014 we had $70 million in cash, total debt outstanding net of discount of $787 million resulting in a net debt position of $717 million. We have about $185 million available for borrowings under our revolving credit facility. Now with respect to our full year 2014 guidance, we expect consolidated revenue to approximate $2 billion.

We now expect home and building products to grow in the mid-single digits reflecting the benefit of the strong snow season and the acquisition of Northcote. Plastics is also now expected to grow in the mid-single digits. And Telelphonics’ core business excluding electronic warfare items for the prior year will grow in the low single digits.

In providing this guidance, we’re mindful of the various risks that may affect those results which include Ames business being the most subject to the weather which can dramatically effect point of sale and our many customers and directly impact our revenue.

Snow this winter was great but we continue to need a good spring lawn and garden season as that represents the largest portion of Ames' overall portfolio of business. We continue to foresee a gradual recovery in housing including repair and renovation of existing housing stock which should benefit our home and building product segment.

And while Telephonics’ backlog is solid, we remain mindful of the risks that Department of Defense budgetary constraints pulls for us and the time required to develop international opportunities in Telephonics business.

Finally, plastics guidance is always the most susceptible to variation due to a combination of resin pricing and foreign currency translation and we are also mindful as we stated in the past that more than half of our plastics business is in Europe and Latin America where macroeconomic conditions remain somewhat uncertain.

Based on the revenue expectations outlined, we continue to expect our segment adjusted EBITDA to approximate $190 million and that represents a 5% increase over the comparable 2013 number.

Corporate and unallocated expenses are expected to be in the range of $31 million to $32 million and that includes our equity compensation for the company which will approximate $12 million for the year. I’ll now turn the call back over to Ron for his closing comments..

Thanks Doug. We’re executing well on our strategy of improving the operations of each of our segments, this quarter highlights the meaningful progress we’ve made, our businesses are poised for continued growth and profitability. We have ample resources to invest in these businesses to support their growth and are optimistic about their prospects.

We’re committed to shareholder value creation and are confident that we can make investments for organic growth, pursue additional acquisition and return value to our shareholders via quarterly dividend and continued share repurchases.

As we look out over the next few years, we believe we can sustain revenue growth, expand our EBITDA margins and significantly increase our earnings per share. I am pleased with our performance this quarter and quite confident about our future. Operator we’ll take questions..

Thank you. (Operator Instructions) We’ll take our first question from Bob Labick with CJS Securities..

Wanted to start with HBP, Ames had a very nice quarter, obviously very strong sales there. I was wondering if it was possible to estimate the disruption from the restructuring initiatives underway in terms of the margin there, there was obviously a little margin pressure, but we've been expecting some from the restructuring.

Is there any way to kind of pull that out or give us a sense of where this can get back to?.

Bob, it’s a good question, I prefer to not go into the specifics of it because there is always a reasonable amount of approximation in terms of estimating what that effect is of inefficiencies, but suffice to say there were probably exacerbated by the strong demand on for snow related products during the quarter which kind of stressed the operations a little bit more than might otherwise have done.

While at the same point in time, they’re building up for the spring lawn and garden season. So I’ll kind of deflect that question if it’s okay with you..

No fair enough. I think you mentioned you remain on track to complete restructuring by year end, calendar year end with a $10 million in savings, which would I guess implies somewhere in the neighborhood of 7 million plus in ‘15, if it all happens at once.

So I guess first question is does it happen right away, the slow ramp and then also, will you be reinvesting that or will we see that flow through to the bottom line?.

Bob, that should scale up pretty dramatically beginning with the start of calendar 2015 and while we’re always going to continue to reinvest in the business, I think the early on, anticipation will be that will be generating $10 million of cash savings as we’ve said and we have to look at it for reinvestment as and when appropriate, but right now we would expect a significant bump in EBITDA..

Okay, great. And then jumping to Telephonics, there is a nice pick up in backlog there. Just wondering if you could tell us a little bit about some of the new programs maybe or what that's picked up from, and then talk about the international opportunities there as well..

Telephonics continues to build up in its core radar and in surveillance equipment business (in spite) [ph] a number of initiatives to try to grow internationally to make up for what we fully expect to be a slow moving budgetary process.

Core business continues to be strong, there is all sorts of things going on relative to multiyear programs, we’ve had this business for a very long period of time, we've gone through cycles and we believe we’re going to continue to grow top line and profitability of the business over time..

Okay, great. And then jumping to films obviously a very impressive quarter I can stop asking when you will get to 10%, a great job there.

Now that you’ve lapped the exiting of the low-margin business, what should we expect in terms of volume growth going forward there?.

Well to a certain extent, at least for about 55% of the business it does depend upon the macroeconomic circumstances for the business in Latin America and the business in Europe and as I said in kind of the risk comments, those are hard to put your finger on, just to be in precise, but we feel as though we’re going to continue, we’re competitive from a cost standpoint, we’ve continued to work on efficiencies and so forth which drives further competitiveness, we think we can still drive further volume growth but I think we’ll be very happy if we achieved low single digit volume growth on a sustained basis and we still have room for improved profitability particularly in Brazil and in Germany and when those are -- so while we accomplished a great deal and we’re very pleased about the management team and our ability to execute, we still think we have more that we can accomplish and increase profitability..

And Bob by the way that’s without making a substantial and further capital investment because obviously if we installed a lot more capital we can grow the top line..

It's always to continue to run the business for free cash flow and to improve the return on invested capital..

(Operator Instructions) We’ll go next to Justin Bergner with Gabelli & Company..

Good afternoon. I guess my question relates to the share repurchases during the quarter. It seems like the shares were repurchased earlier in the quarter when the stock was at a higher price, about 12.50 per share.

I'm wondering if the performance of the quarter in your eyes was good, why wouldn't you continue purchasing stock later in the quarter when the share price was lower..

Well look, there are windows that we can be in the market and there are windows when we can’t be in the market..

Okay.

I assume the window of which you could have been in the market lasted through March 31st?.

We’ve been a continued purchaser of our stock, go back and look at from 2011 on and we continue to believe our stock is a compelling value. When we can, we will be in the market buying stock..

Okay. I guess secondly, I was wondering if you might be able to quantify the headwind to Ames in the quarter from the higher distribution and selling costs..

I think those were pretty much moving in line with the increase in the sales and remember they increased to 18%. It's a lot of that is distribution cost so freight and associated cost involved with that so that drove a higher expense number there. I wouldn’t characterize that so much as a headwind it’s just a natural part of the business.

The headwind we really had as I mentioned to the previous question was the manufacturing and inefficiencies that we had and that challenged the business and our people quite frankly in Ames did a great job of satisfying the customer demand during a very difficult winter season, so that was the primary driver and challenged the headwind to use your term, from a profitability standpoint..

Okay.

So I should think about the, I guess non-increase in profitability as relating more to sort of the continuing effort to take out manufacturing inefficiencies rather than to challenges in dealing with the step up in volume?.

That’s very fair and then as I mentioned in my comments, the weaker volume at doors, because the doors business is a business that very much benefits from an absorption standpoint by throughput and volume was down there, so the door volume did impact absorption in our doors business..

Okay. And one more question, if I may.

In Plastics, I guess thinking about the EBITDA margin, were there any sort of one-time benefits to the performance this quarter or is that a level of margin that you are hopeful you can sustain sort of against the low single-digit volume growth looking out this year and next?.

There was no one time item, mix was favorable and we believe that this margin we’ve said that we would get to a 10% EBITDA margin and that we would continue to work to expand it beyond that. We’re at that level and we’re going to continue to try to make this business as profitable as we can..

We’ll go next to Philip Volpicelli with Deutsche Bank..

Thank you very much. Two questions for you.

One, what is the timing on the new $50 million share repurchases are for year, two years? And then second, I have to ask on acquisitions are there any imminent acquisitions and has the philosophy changed at all?.

The authorization doesn’t have a time limit on it so it’s immediate and we have as I said, over the period of 2011 through this increase we repurchased the $107 million worth of our stock and when we think the market is not paying attention, we are and we’ll continue to put on money we’re on at this.

As far as acquisitions, we always have something in the pipeline and we continue to believe that tuck in acquisitions around the businesses that we already own are the primary drivers of near term growth..

Can I ask, Ron, is there anything that you think is imminent that might close within the next quarter?.

I will tell you we always have something that we’re hoping is going to get to the finish line..

(Operator Instructions). We’ll go next to Russell Collins with NWQ..

It's, really impressive numbers on the plastics, congratulations, looks like you guys are really turning that around. I noticed as I was looking at the -- on the building products side, if you look at the sequential change from December through March, Ames up around 50% and Clopay down around I think 25%, 30%.

So I'm just trying to understand a little bit the operating leverage on both ends.

Can you give us a little bit more sense of what is currently sort of the negative leverage on the Clopay side and maybe the positive leverage on the Ames, if we're getting some of that? I understand year over year we see the numbers, but I guess the sequential numbers really look so dramatically different on the sales side as well.

And clearly [multiple speakers].

There is seasonality but Doug why don’t you....

Yes if we touch on doors first of all in the first quarter we did -- we had, we were up year over year from a volume standpoint and as I mentioned, our earlier that the door plant is very much a beneficiary of volume throughput because the fixed costs are essentially fixed but any additional throughput benefits us and the current quarter, the impact of volume being slightly down was partially offset by a somewhat favorable shift in product mix, but it did not completely offset and remember this quarter is typically and historically the smallest of the quarters for doors because of the inclement weather and if you look back to comparison last year and the year before, we benefited because a very moderate weather and doors had very strong performance in both of the first calendar quarters of 2012 and 2013 so it’s a bit of a difficult comparison because the impact of weather on doors is pretty pronounced.

All kidding aside, we got the benefit of snow on the [indiscernible] business but it did have a negative effect on the doors business..

And we have every reason to see the spring selling season staring off well for both businesses and obviously the weather impact is going to have a big impact for Ames for its lawn and garden business, door business to go back over the last year, we have consistently said that there is a slow, steady recovery in the housing markets and we continue to believe that that’s the case.

I think you saw some crazy weather pattern in the first quarter that not only affected us but slowed down the entire economy. We continue to believe our doors business is moving at the pace of a rate that we saw prior to last quarter..

So you would expect second -- I know the June quarter to see a benefit from weather -- the weather essentially delaying some activity into the June quarter?.

That is our expectation..

Okay, thank you..

And that will conclude our question and answer session. I’d like to turn the conference back to Ron Kramer for any additional or closing remarks..

Thank you all for joining us. Very happy about where our companies are positioned and we look forward to continue to report on our process -- progress over the next quarter. Thank you..

This does conclude today’s conference call. We thank you for your participation..