Welcome to the Griffon Corporation Third Quarter 2020 Earnings Conference Call. [Operator Instructions] And the conference is being recorded. [Operator Instructions] I would now like to turn the conference over to Brian Harris, Chief Financial Officer. Please go ahead..

Thank you. Good afternoon, everyone. With me on the call is Ron Kramer, our Chairman and Chief Executive Officer. Our call is being recorded and will be available for playback, the details of which are in our press release issued earlier today.

As in the past, our comments will include forward-looking statements about the company’s performance based on our views of Griffon’s businesses and the environments in which they operate. Such statements are subject to inherent risks and uncertainties that can change as the world changes.

Please see the cautionary statements in today’s press release and in our various Securities and Exchange Commission filings. Finally, from today’s remarks, we’ll adjust for those items that affect comparability between periods. These items are explained in our non-GAAP reconciliations included in our press release.

Now I will turn the call over to Ron..

Thanks, and good afternoon, everyone. I hope you and all your families are doing well in these turbulent times. Griffon entered the unprecedented COVID-19 pandemic from a position of strength, both operationally and competitively.

Building on our already strong results in this fiscal year prior to March, our businesses benefited from the stay-at-home nature of the pandemic.

Both existing and new customers have been investing in home projects, such as closet renovations, tending to their lawns and gardens and enhancing their enjoyment of the outdoors, upgrading the exterior of their homes, including their garage doors. We believe these trends will continue to grow in the years ahead.

Our third quarter results were outstanding. Revenues increased 10%, adjusted EBITDA increased 31% and adjusted earnings per share increased 90% compared to the prior year period.

These results are a reflection of the strategic actions taken by Griffon, starting with the September 2017 announcement regarding the disposition of our Plastics business and the purchase of ClosetMaid, further enhanced by the purchase of CornellCookson in June of 2018 coupled with the home improvement trends that I described.

Our pivot out of the capital-intensive, commodity-driven Plastics business into branded, domestically manufactured, Consumer and Professional Product businesses positioned us for market share gains as well as revenue, earnings and cash flow growth.

Further underscoring this quarter’s results, our 2020 9-month free cash flow increased $34 million over the comparable 2019 9-month period and builds on the prior year’s full year free cash flow of $69 million. As a result of this performance, our net debt-to-EBITDA leverage has been reduced by 1 full turn from the prior year quarter to 4.4x.

Ensuring the health and safety of our employees and our customers continues to be our top priority. Since early March, we have proactively implemented health and safety measures across our global workforce as local and national authorities have circulated additional guidelines for employee health and safety. We’ve incorporated those as well.

All of our facilities are operational and continue to maintain additional safety measures to protect our workers while maintaining operations. In Consumer and Professional Products and Home and Building Products, all of our U.S., Canadian and Australian facilities were operational throughout the quarter.

This includes all AMES, ClosetMaid, Clopay and CornellCookson facilities. Each of these businesses provide critical products supporting national infrastructure. To the extent practical, we continue to permit our employees in these segments to work remotely.

And as I have mentioned before, all of our manufacturing and distribution facilities have implemented strict protocols to ensure employee health and safety while at the workplace. In late March, our AMES UK facilities were closed by government directive, and our employees were directed to stay at home.

By early June, we were able to reopen our facility there, which was ahead of our anticipated July resumption of operations. In Mexico, our ClosetMaid manufacturing facility that supports the U.S. and Canada sales closed for approximately 1.5 weeks in April, but has been operational since.

Turning to our Defense Electronics business, Telephonics continues to operate at all of its sites as it provides critical manufacturing and services supporting the U.S. military and its operations are essential for maintaining our national security. Let’s talk about the quarter performance.

In Consumer and Professional Products, we saw a strong third quarter demand for seasonal lawn and garden tools, storage and organizational solutions at major retailers and home centers across North America and in Australia. Upon reopening in June, there was strong U.K. demand for our product offerings as well.

Our AMES strategic initiative remains on track and includes implementing an integrated business intelligence system supporting all of our AMES operations, rationalizing our distribution and manufacturing facilities and investing in automation and e-commerce capabilities.

Our Home and Building Products segment revenue declined slightly compared to the prior year quarter. Strong residential sectional garage door sales later in the quarter almost completely offset the reduction in sales seen in the first part of the quarter.

Sales in our commercial door business increased slightly in the quarter compared to the prior year. Operations at Telephonics have continued uninterrupted and Q3 revenue exceeded the prior year.

The anticipated second tranche of bookings related to the Lockheed Martin, MH-60 Romeo for a military sale program with India, was funded and $49 million was booked to backlog in the quarter. Telephonics experienced some slowing from suppliers during Q3, which could slow certain customer deliveries and work performed in Q4.

We also are announcing today that we’re evaluating strategic alternatives for the System Engineering Group, which we call SEG, which is a technical services subsidiary within our Defense Electronics segment, providing advanced simulation and analysis for the U.S. Navy and U.S. missile defense agency.

Telephonics core business focuses on Defense Electronics systems, products and systems. We believe that SEG would benefit from being part of a parent organization that is more focused on government technical services.

Additionally, we’re cognizant of the government’s organizational conflict of interest called OCI standards and believe that such a sale better aligns our businesses with those standards. SEG is well run with a strong management team and annual revenues of approximately $30 million.

The timing of this process is bolstered by SEG’s recent $119 million award from the Naval Surface Warfare Center Dahlgren Division. This is an opportunity for us to provide incremental value to Griffon shareholders, while also positioning SEG for enhanced growth with a suitable acquirer.

We’ve already started the process to sell this business, and we’re working to get that done in the near future. Let’s turn to our balance sheet. During the quarter, we continued to work on strengthening our balance sheet and positioning the company for future growth.

In June, we issued an additional $150 million of senior notes as a tack-on to the 5 3/4% notes we issued in February 2020. We’ve now fully refinanced our $1 billion of 5 1/4% notes due in 2022 with 5 3/4% notes that have a maturity in 2028.

As a reminder, in January, we also extended the maturity of our revolving credit facility to 2025 and expanded its borrowing capacity by $50 million to $400 million with an additional $100 million of availability through an accordion feature.

We have established a solid foundation for growing the company, and we have ample liquidity to weather any near-term effects of the pandemic and other market uncertainty, while continuing to invest in all of our businesses.

Finally, earlier today, our Board authorized a $0.075 per share dividend payable on September 17, 2020, to shareholders of record on August 20, 2020. This marks the 36th consecutive quarterly dividend to shareholders, which has grown at an annualized compound rate of 17% since we initiated it in 2012.

Let me turn it over to Brian for a little closer look at some of the numbers.

Brian?.

Thank you, Ron. I will start by highlighting our third quarter consolidated performance. Revenue increased 10% to $632 million, and adjusted EBITDA increased 31% to $69 million, both in comparison to the prior year quarter. Normalized gross profit for the quarter was $165 million, increasing 6.8% over the prior year quarter.

Our gross margin contracted 80 basis points to 26.1%. Third quarter selling, general and administrative expenses were $114 million including $1.6 million of charges related to the AMES strategic initiative. As a percentage of sales, SG&A, adjusted for the charges, decreased 280 basis points to 17.7%.

Third quarter GAAP income from continuing operations is $22 million or $0.50 per share compared to the prior year period of $14 million or $0.33 per share. Excluding items that affect comparability from both periods, current quarter adjusted net income was $26 million or $0.59 a share compared to the prior year of $13 million or $0.31 per share.

Our effective cap rate, excluding items that affect comparability for the quarter, was 30.8% and year-to-date was 32.6%. Capital spending was $12 million in the third quarter, in line with prior year. Depreciation and amortization totaled $16 million for the third quarter.

Regarding our segments, Consumer and Professional Products third quarter revenue increased 20% to $329 million over the prior year quarter, driven by increased volume of 19%, propelled by customer demand for home improvement in North America and Australia, favorable price and mix of 1% and incremental revenue from the Apta acquisition was 2%, all partially offset by an unfavorable impact of foreign exchange of 2%.

Organic growth was 18%. Adjusted EBITDA was $37 million, increasing 55% from the prior year quarter due to the increased revenue, as mentioned a moment ago, partially offset by increased tariffs and COVID-19-related costs. Adjusted EBITDA margin was 11.3% compared to 8.8% in the prior year quarter.

The AMES strategic initiative continues on plan and we expect to close our Belle Vernon in Pennsylvania and Falls City, Nebraska facilities by the end of the fiscal year.

Home and Building Products third quarter revenue decreased 1% to $219 million over the prior year quarter, due primarily to decreased line of residential sectional garage store orders in April, which were down 18%, but then had subsequent recovery in May and June.

Adjusted EBITDA increased 16% to $39 million over the prior year quarter due to the benefits of general operating efficiency improvements, partially offset by the decrease in revenue and COVID-19-related inefficiencies and direct costs. Adjusted EBITDA margin was 17.9% in the quarter compared to 15.3% in the prior year quarter.

Defense Electronics third quarter revenue increased 5% to $84 million compared to the prior year period, primarily due to increased deliveries and volume of radar and communication systems.

Adjusted EBITDA during the period was $4 million compared to the prior year quarter of $7 million, impacted by mix and program inefficiencies in radar and communication systems as well as increased data and proposal costs.

Year-to-date backlog as of June 30, 2020, was $350 million, a $19 million increase from Q2, and we expect to continue to build backlog in the fourth quarter. Corporate unallocated expenses, excluding depreciation, were $11 million in the third quarter.

Regarding our balance sheet, as of June 30, 2020, we had $72 million in cash and total debt outstanding of $1.13 billion, resulting in a net debt position of $1.06 billion. And debt-to-EBITDA leverage of 4.4x is calculated based on our debt covenant. This reflects one full turn of de-leveraging from the prior year period.

Borrowing availability under the revolving credit facility was $274 million, subject to certain loan covenants. Moving to our fourth quarter and full year outlook, like many other companies, last quarter, we were unsure of our guidance because of the uncertainties arising out of the COVID-19 pandemic.

We now have a clear picture of the effects of pandemic impact for this year. As a result, we are reinstating guidance for fiscal 2020. We normally give guidance for the year and do not update our guidance during the year, and we plan to return to that policy.

However, given the continued uncertainty resulting from COVID-19, we felt it was appropriate for us to provide an update as an exception in this instance. We are now providing guidance for the full year 2020 of approximately $2.3 billion in revenue and $270 million-plus of adjusted EBITDA before unallocated expenses.

Note that our overall guidance, even with the conservative Q4 outlook, is higher than our original guidance for the year of $250 million-plus of adjusted EBITDA before unallocated expenses that we provided back in November.

Further, our full year fiscal 2020 guidance includes approximately $60 million for capital expenditures, $64 million for depreciation and amortization, $65 million for net interest expense and $45 million for unallocated expenses, with all of these remaining the same as originally communicated during our November 2019 earnings call.

Now I will turn the call back over to Ron..

Thanks, Brian. Griffon’s year-to-date performance is something we are all collectively very proud of. Considering how much we’ve achieved in just a few short years since we began this portfolio repositioning, it’s especially gratifying.

At the time we announced it, we discussed the opportunities for top line growth and margin expansion through the realization of efficiencies during the integration process of all of our acquired companies.

Further, we expect it to become stronger competitively by providing increased value to our customers in terms of our broader product offering, improved service levels and enhanced efficiency.

We continue to believe the diversity of our businesses, our emphasis on domestic manufacturing and our focus on the leading brands provides a strong foundation for future growth. This quarter, in particular, brings into focus what our repositioned portfolio can accomplish and the potential upside of following our strategy.

Griffon’s performance has been excellent, and we believe there is still considerable opportunity for improving the performance of our businesses. In addition, we remain committed to finding strategic acquisitions that expand and strengthen our product portfolio within our home markets.

We are getting closer to our objective of 3.5x net debt-to-EBITDA leverage. Our free cash flow has and will continue to improve, and we expect to see our leverage to continue to decline further as we execute our business plan.

In closing, I’d like to thank our workforce, which has shown exceptional dedication and perseverance throughout this challenging period. We appreciate the importance of their work in order to deliver these excellent results. Operator, we will take any questions..

Certainly. [Operator Instructions] Our first question comes from Bob Labick of CJS Securities. Please go ahead..

Good afternoon and congratulations on some terrific results..

Thank you, Bob..

Thanks Bob..

Yes.

So, wanted to start, obviously, particularly in CPP, just outstanding demand, how do you – I guess how long do you think this can last? And how do you position your products and brands to get more attention and to become repeat purchases and replacement purchases? And what do you need to do with this increased focus on your products to fulfill the demand that’s out there?.

Well, I will start by reminding you that we’re having a very good year going into COVID. And the strength of our brands, the demand for our product was already ahead of expectations and certainly ahead of last year going into this pandemic.

The structural changes that we clearly are seeing of how people are purchasing the types of products that we provide is – have been moving to way far more deliberate e-commerce supported , and that’s both web searching as well as brick-and-mortar [“retail and online purchasing” later inserted by the Company].

And our strategy has been, for some time, that we’re going to be the leading brands and the best products in every product that we sell. That was the story around AMES. That was the story around us buying ClosetMaid and then fitting it in AMES. So the strategy was clearly working. What’s happened with the stay-at-home is things are accelerating.

And there’s clearly an economy of that’s functioning quite well even during this incredibly difficult time. It’s not lost on us that we’re seeing record unemployment. It’s not lost on us that we’re in a recession. And yet our business trends were not only surviving, they’re prospering.

So that result of being at home, we view as it was working going into this, accelerating during it. And the back end of your question is what we have been doing in terms of investing in the business.

The project Bridgewater[Later changed by the Company to “AMES strategic initiative”] that we had announced in November was about the future for the company about being able to expand our distribution capability, expand our product offerings. We are believers in brands. We are builders of brands. We bought companies in every product category.

We are at the early stages of what we view as the AMES growth initiative. And what you see in this quarter is clearly a very robust demand, at the same time, a set of operating efficiencies that were already in place driving increased performance.

So our plan going forward is to continue to do exactly what we have been doing in building the brands and supporting the best retailers, both brick-and-mortar and online, for every product that we sell..

Okay. That’s great. Very helpful. Appreciate it. And then shifting over to Telephonics, the international is coming on and margins were a little light, I guess, in the quarter.

How do you see – is this year kind of the trough and we see some growth adjusting for the SEG potential strategic alternatives, as you said? And so how do you kind of look at the next 12 to 24 months on the Telephonics side?.

Yes. We have talked about for some time that the Telephonics business was bottoming. We view that process as having kind of played out. As we expected, COVID clearly has an impact on timing of orders, but demand for the core surveillance and reconnaissance products, particularly radar systems, we continue to see the backlog improving.

We expect that to showcase itself in the fourth quarter. The sale of SEG is the conclusion of what’s been a very nice piece of Telephonics. And the story behind it is we bought it in 2005, we have built it up. The sale of it is really about three things. One, it allows us to focus on the core of what Telephonics does.

It should be a margin improvement story prospectively for us, and it will be small but meaningful additional part of our deleveraging story. So it’s a gain. It’s a business that we have built. And the harvesting of it is part of our broader strategy of continuing to grow the core Telephonics..

Okay, super. Congrats again on the quarter..

I appreciate it..

Our next question comes from Julio Romero of Sidoti & Company. Please go ahead..

Hey, good afternoon everyone..

Hi, Julio..

On CPP, the strength you are seeing there, can you give us a little more granularity on what products are leading that growth? I know you have got a very diverse portfolio and you called out outdoor lawn and garden.

But you have also got some indoor lines like ClosetMaid that I assume would have also done well given everyone’s kind of cooped up indoors. So I was hoping you could give us some maybe specific examples on some product lines that are kind of leading that growth..

Sure. So you sort of hit it. We have seen growth and demand in both the lawn and garden and the home organization side. Home organization is a pretty more do-it-yourself type item where people can buy the product either at a store or online and install it.

Home and garden, of course, is something that’s done mostly outside, and we are seeing people using their time at home and the fact that they are not spending on other things, such as travel or going to restaurants, and investing in their homes. And generally speaking, our products are at price points that are affordable.

They are not very large ticket items. And that it’s been driving, we believe, some of that demand..

Got it.

And could you talk about maybe the sequential trend in CPP, maybe how that business performed in May and June? And maybe give us a sense of how trends and in-fill rates are quarter-to-date?.

the market share gains of the products that we provide, the domestic manufacturing and distribution, and we have been talking for several years that this focus of ours on being able to support the biggest providers of all the products. It’s clear that supply chains are moving to domestically sourced product.

We are the leading product, leading market share in every major product category that we sell, and we are going to continue to invest in the brands to make sure that we get increased market share as we go forward..

Got it. And you saw a really nice rebound in the residential garage door side. I remember last quarter, you called out some customer hesitancy on the retail side, individuals kind of didn’t want to stand in line at a Home Depot [Later changed by the Company to “major home centers”].

Do you think there’s been more of a change in customer behavior since April or was it more like the dealer side that drove that growth?.

So yes, correct. We saw a decline in April. Our orders in April were down 18%, mostly being driven by home centers, retail-type sales with some decline in the dealers. As we progressed into May, sales started to normalize on all those channels. And then come June and into July, sales are accelerating quite well.

And the commercial side saw good and normal volume in sales through the entire period..

Got it.

So across-the-board kind of dealer and retail did well in May and June?.

Yes. June, May and continuing into July..

And we continue to see that trending up. But the other point that I will just make is the commercial side of the business is building well. We bought CornellCookson.

We had talked about the ability to provide the rolling steel doors as part of the warehouse, that warehouse business that was going to grow as retail was going to continue to go through a transformation.

The security part of our business, we are the leading manufacturer of a series of security doors, which is called the Defender Series, continues to show growth. The civil unrest that’s going on around the country has actually spurred a level of demand in that business. The Clopay business was already the leading residential manufacturer.

Owning CornellCookson gives us leverage, and we are at the early days of the integration of that business. Obviously, very gratifying to see the recovery from April residentially into May, and it’s, in our view, a reflection of the stay-at-home trends that are going on..

Great. Very nice job, everyone. I will hop back in the queue..

We appreciate it. Thanks..

Thanks. Take care..

[Operator Instructions] Our next question comes from Tim Wojs of Baird. Please go ahead..

Hey, gentlemen. Good afternoon. Nice job..

Thanks, Tim..

Thanks, Tom.

How are you?.

Good, good. Thanks. I guess my first question, just curious on channel inventory, particularly in CPP. How would you characterize that relative to normal? We are hearing some of the categories are pretty tight just in terms of the level of demand kind of in May and June and into July.

So I am just curious how you would characterize some of your partners’ channel inventories within your categories?.

I think that….

So we have actually – I didn’t mean to speak over you. So we have actually seen good demand for our products as we already discussed. We have been able to service our customers very well. Our domestic manufacturing capability has really benefited us compared to others.

So when Home Depot [Later changed by the Company to “a major home center”] needs products, we are able to provide it to them or when any other home sensor or retailer needs it. So we have adequate inventory and our adequate manufacturing capability to continue to provide those products..

I think, in general, the inventory levels that we are seeing across – and remember, we service all of the major retailers from Home Depot to Lowe’s to Menards, the national hardware chains, the big boxes. This is a trend that we continue to see, that they are ordering more. And we expect that trend to continue..

Okay, okay.

And then as you think of the strategic initiatives, could you just talk about kind of where you are at on the process there? And just has the pandemic through the quarter had any impact on the timing? Or are you guys ahead or kind of on track there?.

I think we are....

We continue to be on track. Yes, it’s a 3-year plan. Things are going on as planned, on budget, on time. Nothing has slowed down from the pandemic..

Okay, great. And then the free cash flow performance in the quarter was really good.

How should we think about free cash flow maybe in the fourth quarter? Should you also have a pretty good quarter just given the demand strength you have seen?.

Yes. So our second half of the year, that’s our Q3 that we just ended and our Q4 is our strongest cash flow month, cash generation quarters, I should say. And we continue to expect to increase cash flow into the fourth quarter..

Okay, great. Nice work on the quarter and do work on the rest of the year..

Thanks, Tim..

Operator:.

A - Ron Kramer:.

Thank you all. Stay safe, be well. Bye-bye..

This concludes today’s conference call. You may disconnect your lines. Thank you for participating and have a pleasant day..