Ron Kramer - CEO Doug Wetmore - CFO.

Bob Labick - CJS Securities Justin Bergner - Gabelli & Company.

Good day and welcome to the Griffon Third Quarter 2015 Earnings Conference Call. Today’s conference is being recorded. At this time, I would like to turn the call conference over to Mr. Doug Wetmore, Chief Financial Officer. Please go ahead, sir. Doug Wetmore Thank you, Tracy. Good afternoon everyone.

With me on the call is Ron Kramer, our Chief Executive Officer and will also join by Brian Harris. Who will be soon in responsibilities as Griffon Chief Financial officer effective August 1st, following my retirement on July 31st? Before we get it in details, there are certain matters that I want to bring your attention.

First the call is being recorded and will be available for playback the details of which are in our press release issued earlier today and details 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 risk factors that could cause actual results to differ from those discussed in our forward-looking statements, you should refer to the cautionary statements contained in our press release as well as the risk factors discussed in our various filings with the SEC.

Finally, some of today’s prepared remarks will adjust for those items that affect comparability between reporting periods. These items are laid out in the non-GAAP reconciliations, which are included in our press release. Now I will turn the call over to Ron..

Thanks sir, good afternoon everyone. Griffon strong third quarter results continue to build on a strong first half of the year. Home & Building Products again drove our performance, reflecting the improvement in the U.S. housing market, the benefit of recent acquisitions and continued benefits from our strategic initiatives.

We anticipate that we will continue to gain momentum as we complete our fiscal year and we are optimistic about 2016.

Consolidated revenue of 512 million increase 5% over prior year excluding the impact of currency earnings per share for the quarter of $0.23 represents a 19% increase over last year's adjusted results and segment EBITDA of 55.2 million increased by 11% over the prior year of record quarter for us.

The impact of currency was not material to earnings per share or EBITDA in the quarter. Let me give you an overview of our segments and then Doug will provide more detail. Home and Building Products continue to grow through a combination of organic growth and acquisitions.

Revenues climb 7% over the prior year quarter reaching 272 million, our AMES business include the Cyclone garden and tools business acquired in May 2014. The segment benefited 3% from the Cyclone acquisition increase wheelbarrow sales as well as improved door volume in our favorable mix.

The underlying trends for Home and Building Products remains positive. We are encouraged to see momentum in a multi-year housing recovery with improvements in both residential construction and repairing our model and these trends are positive for both the door business and our tools businesses.

For Telephonics, well there is limited visibility with respect to defense budgets, our third quarter revenue was up 13% to 115 million, notwithstanding the current quarter we continue to expect some quarter to quarter volatility as the outlook for defense spending remains uncertain.

Quarter end backlog remain strong at 439 million of which we expect 79% to be recognized over the next 12 months. This confirms Telephonics product offerings, continues to be well positioned in the integrated and modernized battlefield.

Telephonics continues the focus on research and development initiatives and we expect that the yield significant future long term benefits. Our Plastic business copied currency impact in its revenue by over 13 million and 9% in the quarter compared to the prior year quarter.

In addition Plastic's revenue and operating results were subject to fluctuations in resin prices. Plastics continues to make operational improvements while still investing in capacity and developing new technology. Overall our businesses are performing quiet well and we expect that to continue through the end of this year and into 2016.

I want to a take a moment to provide an update on share repurchases and dividends from August 2011 through June 2015 we've repurchased 15.3 million share of common stock for a total of 179 million representing an average price of 11.74 per share.

We will continue to opportunistically buy back our stock based upon our assessment of the intrinsic value of our businesses compared to the stock market value. During this quarter, we repurchased 1.23 million shares of common stock under our board authorized plan for a total of $20.6 million.

So far this fiscal year through June 30, we repurchased 3.84 million shares common stock under our board authorized plans for total of 57 million and earlier today our board authorized and additional $50 million for share repurchases reflecting our confidence in our outlook for the business.

In addition earlier this morning our board approved a regular quarterly dividend of $0.4 per share. We remain committed to building shareholder value and expect that our focus on operational efficiencies will continue to enhance our performance. I am going to turn it over to Doug who will walk you through bit more details..

Thank you Ron, third quarter consolidated revenue as was mentioned totaled 512 million of representing a 1% increase over the prior year quarter and foreign currency substantially impacted our Plastic's revenue and to a lesser extend Home and Building Products.

Absent an unfavorable impact of currency revenue would have increased 5% in comparison to the 2014 quarter. Home and Building Products revenue reached $272 million an increase of 7% compared to the prior year quarter.

AMES revenue increased 6% resulting from a 6% contribution from the Cyclone acquisition which was completed in May of 2014 and increased wheelbarrow sales. And that was partially offset by an unfavorable 4% foreign currency impact.

In our door's business favorable trends continued in the third quarter and sales increased 8% over the prior year quarter, driven by a 5% increase in volume with the balance of the growth primarily due to favorable mix. Foreign currency for door's was 1% unfavorable.

Home and Building Products segment adjusted EBITDA increased 30% to $25.4 million driven by the AMES operational efficiency improvement and cost control measures, a contribution from AMES acquisition of 10% and increase volume and favorable mix at doors. This improvement was despite a 4% unfavorable headwind from foreign currency translation.

Segment EBITDA margin expanded 160 basis points to 9.3% of segment sales. We've now owned both Northcote and Cyclone for over a year and therefore the contribution to growth from acquisitions that we witnessed in the first three quarters of fiscal 2015 will not recur in our fourth fiscal quarter this year.

In our Telephonis segment revenue increased 13% to $115 million with much of that increase due to timing of work performed on Multi-Mode Radar systems. Telephonics segment adjusted EBITDA increased $600,000 from the year ago quarter and it reached $15.7 million for the quarter, benefiting from the revenue growth and reduced operating expenses.

EBITDA margin was 13.6% of sales down about of 110 basis points compared to the prior year quarter but it did mark a sequential improvement over the second quarter of this year.

Telephonics received 72 million in orders during the quarter and the segment backlog remains strong ending the quarter at 439 million of which we expect 79% to be realized in the next 12 months, that’s giving us good visibility for the balance of fiscal 2015 in the first half of fiscal 2016.

Plastic's revenue totaled 124.2 million, that's a decrease of 16% compared to their prior year quarter that was primarily due to a 9% unfavorable foreign currency impact reflecting both a weak euro and an even weaker Brazilian real. In addition the quarter was impacted by reduced volume of 5% and the negative impact of resin pass through of 2%.

Segment adjusted EBITDA was 14.1 million and decreasing 6% primarily as a result of reduced resin pricing pass through which was 9% and the reduced volume I mentioned a moment ago and that was partially offset by favorable mix. Segment EBITDA margin increased to 130 basis points to 11.3% of sales.

Our consolidate gross profit for the quarter was 123.5 million representing a margin of 24.1% and that’s an increase of 70 basis points in comparison to the prior year quarter.

Selling, general and admin expenses were 95.6 million or approximately 18.7% of sales that’s a decrease of 40 basis points from the prior year quarter mainly due to the prior year quarter including acquisition related costs excluding such cost from the prior year quarter SG&A percent of sales was comparable between the current quarter and last year's quarter.

GAAP net income was $10.9 million or $0.23 per share for the quarter and that compared to net income of 14.5 million or $0.29 per share in the prior year quarter. We had $300,000 of discreet tax benefits in the current quarter the prior year quarter included acquisition related cost which I mentioned a moment ago related to Cyclone.

Restructuring cost of 400,000 a favorable impact on the full year tax rate from the extinguishment of debt of 4.4 million and a discreet tax benefit of $1.9 million, excluding these items from both periods the quarter adjusted net income was $10.6 million or $0.23 per share compared to $9.5 million or $0.19 per share in the prior year quarter, as I mentioned in my opening comments the reconsolidation of GAAP to non-GAAP result is included in the press release.

Affected cash rate for the current and prior year quarter was a provision of 34.7% and the tax benefit of 12.2% respectively.

The current quarter include of the discreet benefit of 300,000 as I mentioned compared to 1.9 million in the prior year quarter and excluding those discreet items and the impact of debt extinguishment on the effective rate in last year's quarter effective-- real effective tax rate for the quarter was 36.3% compared to 36.6% in the comparable prior year quarter.

Currently we expect the tax rate excluding any further discreet period items to be in a range of 35% to 37% for fiscal 2015, that’s the same guidance as given on our last call. As in the past geographic earnings mix may impact rates somewhat and the rate may also vary in the event of any legislative action taken with respect to the U.S.

corporate tax rates. Capital spending in the current quarter was $16 million and we continue to expect capital spending of approximate $80 million in fiscal 2015. Depreciation and amortization was $17.4 million in the quarter.

And for the full year 2015 we expect depreciation to approximate $60 million and amortization to be around $8 million, again those are both consistent with previous expectations. At June 30, 2015, we had $46 million in cash, and total debt outstanding of $840 million resulted in a net debt position of $794 million.

At June 30, we had $168 million available for borrowing subject to certain loan covenants under our revolving credit facility.

And based on the results for the first nine months and expectations for the balance of the year we are maintaining our previous guidance, by segment that means we expect Home and Building Products revenue growth to be in the mid to high single digits compared to the prior year.

Plastics is expected to decline in the high single-digits reflecting the ongoing impact of the stronger dollar versus both the euro and the Brazilian real as well as the impact that resin has on selling prices.

And finally we continue to expect full year growth in Telephonics to be in the world we continue to expect full year growth in Telephonics in the low single-digits.

In providing this guidance, we remain mindful of the various risks that may affect our results, which include that are not limited to AMES business being very subject to the weather that can dramatically affect point of sale at many of our customers and directly impact our revenue.

We continue to foresee a gradual recovery in housing, including repair and renovation of existing housing stock and that should benefit both our doors and tools business. And while Telephonics backlog is solid, the future of the U.S.

Department of Defense budget remains uncertain and it’s difficult to predict the time required to develop certain international opportunities in Telephonics business. And finally, Plastics guidance is always the most susceptible to variation due to a combination of resin pricing and foreign currency translation.

And Plastics is also our most international of businesses nearly half of it is in Europe and Latin America, where macroeconomic conditions remain somewhat uncertain. And the euro and Brazilian real have both, we can considerably in comparison to actual exchange rate in fiscal 2014.

So based on the revenue expectations I just outlined, we continue to expect our segment adjusted EBITDA to be $200 million or better, representing a 5% or better increase over that achieved in 2014.

In forecasting this level of profitability, we continue to get consideration to the certain long-term R&D initiatives we have underway, most notably in Telephonics and Plastics that will impact operating results for the next few years, but which we expect will yield significant benefits in the years to come.

Corporate and unallocated expenses are expected to approximate $34 million again that's consistent with what we expected in prior quarters. And that includes all equity compensation for the company which will approximate $11 million to $12 million. With that, I will turn the call back over to Ron..

Thanks. With just one quarter left in our year we are pleased with our performance and we are confident on our ability to achieve our targets, there have been some micro challenges impacting us our affords to make our company strong and more efficient and few yield in impressive benefits.

With restructuring costs substantially behind U.S., we are beginning to the operating leverage in each of our segments. Looking forward, we have ample resources to invest in each of our segments to support their growth and are optimistic about their prospects.

We are committed to shareholder value creation and are confident that we can make investments for organic growth, pursue additional acquisitions and return value to our shareholders via quarterly dividend and share repurchases. I am very pleased with the progress we have made and I am confident about our future.

With that, operator we would like to open it up for questions..

Thank you, [Operator Instructions] and we will go first to Bob Labick from CJS Securities..

Okay, and I'll just start, can talk a little about -- I know the restructuring is now done at AMES and that’s gone very well and we can see it in our results.

Can you talk about some of the ongoing revenue driving initiatives there the brand awareness in the skews, the line reviews and things like that and what initiatives you have under way there?.

We've spent a tremendous amount of time and in setting the strategy and investing in the business and the team at AMES led by Mike Sarrica has done just a fabulous job of working through the branding around AMES, around True Temper, around Jackson and around Razor-Back.

So we've called the list of brands that are available down and we have taken our sku count down from something over 3000 to something closer to 1000.

And the business that we've positioned our self is the world branded consumer products company and we've really tried to position ourselves for both value and quality to be the preferred provider for long handle tools and landscaping products, pots and planners in the United States, in Canada through our [grand] business and through this terrific acquisition that we have been able to accomplish and integrate well in Australia under the NorthCote management team led by Simon Hupfeld.

So we really have terrific platform for growth in both the North American business and in Australia and the key for us now with the brands as well defined as we are-- in both product its mentioned in the U.S. and geographic expansion which was very optimistic about our prospects for the AMES business..

Okay great thank you.

And this been some private transactions in both of your Home and Building Products space and your defense electronic spaces in the areas, is there any information about you can provide on that as relates to you businesses or those industries?.

First roll it to Home and Building Products, competitor about CHI was purchased by KKR recently for what we understand to be 12 times EBITDA and we couldn't be happier to see businesses that we view positively we know the outlook for own garage door business has improved significantly Clopay is by far the dominant garage door manufacturer in the United States, were exclusive through Home Depot and through our dealer network and it’s a business that has benefited substantially by both the grow through big boxes, Home Depots and [indiscernible] and our dealer business and one that we see continued expansion.

The prices being paid in the market for comparable assets are obviously the things that we view very positively.

In the defense space just we are very pleased to see the potential that [indiscernible] is going to be part of Lockheed and as you know we're supplier of radar systems on those platforms having that integrated ownership we view very positively for Telephonics in their future to be able to grow with the international sales effort that Lockheed is likely to be able do around that asset.

So our business it continues to be quiet strong we like bit positioning of Home and Building Products and we see assets getting priced at very attractive levels relative to the value of our own businesses which someone makes it harder for us to buy those assets and our plan has been and continues to be we are going to run our businesses make them efficiency or profitable then we pick this housing recovery is real sustainable and people are going to be pleasantly surprised with the upside..

Okay great and you kind of went towards my next question there too, obliviously you are positioned well right now for some organic growth but you also over time would like to go through additional acquisitions can you talk a little bit about the environment if it's tough to find anything or if there is still tuck-ins available in various areas or how -- what you are seeing and how you are thinking about it?.

Yes, our primary focus has been and will continue to be operational efficiency and making the businesses we already own. Continue profitable from these levels and we think we are well on the path to doing that.

Part of what's starts to become more opportunistic for us is the strength we believe we have within each of our businesses and the management teams that we have and our ability to integrate other people's businesses into our platform so tuck-ins particularly around the Home and Building Product segment remain the most interesting part of growth for us We really see the geographic story becoming stronger for us our Australian acquisitions have gone very well and that’s in spite of taking some dramatic currency heads.

We are still ahead of our own internal forecast, so that speaks to our ability to integrate businesses we think that we can continue to add tuck-ins in Australia as a result of both the strength of management and the currency advantage that we have in terms of the U.S. dollar.

Similar story in Canada and the ability for us to openly look at growing our products into European markets is things that are very topical for us. That might happen through acquisition and might happen through organic growth. But the ability to find the next acquisition really comes from the strength of our running the businesses we already have..

[Operator Instructions] and we go next to Justin Bergner from Gabelli & Company..

It looks like a pretty good quarter, I was wondering given your short of tricky in a little bit better on your EBITDA then plus 5% for the year to date in this last quarter was sort of plus 11%, should think that there is upside of that 5% EBITDA growth, grow that you have for the fiscal year is kind of looking into next year?.

Justin, it was a good quarter and we are very pleased about the performance and the positioning of the company. You let me just comment about guidance. We give guidance for credit investors in order to be able to make it easy to deal with rating agencies then to have a sense direction.

From an equity holders standpoint we view the intrinsic earning powers of our business as being part of the long term strategy, so the guidance we try to do once a year when we set our year end results which will be in November we still have two months left in the this fiscal year so we are not going to take up guidance, we simply saying that we are confirming what we said last November as our outlook for the year and we are added above that and we are very confident about what we see going on, going into 2016 and we will put some guidance out for again for credit investors.

From an equity holders stand point we been in an aggressive buyer of our stock which a sign of our view of the intrinsic earning that power and value that remains in our shares..

And Justin, I’ll just repeat, I said 200 million or better and 5% were better so I think we answered your question in our comments since various potential upside from that but for that reason there is another risk factors that we enumerate our-- especially every call and whether currency in resin are all big factors and they can fluctuate fairly quickly and fairly dramatically as we have seen, so we think it's prudent to continue to maintain the guidance and in reference we are updating it because we are continuing to reformed that guidance..

Okay great, with respect to your Telephonics business you have the backlog is that-- I guess the lowest level of since the first quarter of fiscal year 14', at what level does the backlog become constraining in terms of revenue growth and on to the margin [indiscernible] or in improvement of margin in the Telephonics business?.

It's always in have been flow and you like to be linear but the defense business particularly in this budgetary environment is not as linear as we would like it to be.

But again we feel very confident about the balance of this year for Telephonics and that backlog gives us very good comfort in terms of where we stand for the first six, arguably even nine months of next year.

We always like to have the backlog as big as possible but at some point in time you do have to continue to work on developing new business and as I mention again in some of my comments, some of the international business that Telephonics is targeting, due you take a little bit longer to develop than strictly a U.S.

base business, so again as Ron said just very confident on long term value of the Telephonics business and we are very confident they will continue to enter that backlog. .

Okay. Great that’s helpful.

Now on the share re-purchase from, what cause you to sort of do the authorization today versus waiting until your existing authorization ran out?.

Our fiscal end is a September 30, and at the end of July we have only 21 million remaining in that authorization and based on our view of our optimistic view of the company we thought was prudent to add to it now, and to have our tank full and you never know when the market is going to present an opportunity..

Great, if you were to buyback more of the Goldman shares which I guess you have an option or sort of right of first refusal on, is that considered part of that share re-purchase authorization?.

It's not considered part of that, this is open market purchases. That is not our contemplation..

Okay so you wouldn’t need the authorization to go forward on that?.

Correct, that’s correct..

And it appears there are no further questions at this time. I like to turn the conference back to Ron Kramer for any additional or closing remarks..

Thank you, we are going to work very hard to finish the year successfully and we are very optimistic about where the company is, so we will look forward to speaking to you in November. Thank you very much..

This does concludes today's conference we thank you for your participation..