Hello and welcome to the Griffon Corporation First Quarter 2022 Earnings Conference Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. [Operator Instructions] As a reminder, this conference is being recorded. It's now my pleasure to introduce your host, Brian Harris, CFO.

Please go ahead..

Thank you, Kevin. Good morning everyone. With me on the call is Ron Kramer, our Chairman and Chief Executive Officer and Bob Mehmel, our President and Chief Operating 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, some of today's remarks will adjust for those items that affect comparability between reporting periods. These items are explained in our non-GAAP reconciliations included in our press release.

Now, I'll turn the call over to Ron..

Thanks and good morning everyone. We're very pleased with our results this quarter. We're off to an excellent start to fiscal 2022.

Griffon first quarter revenue increased 9% over the prior year as we saw a sustained demand across our consumer product categories, a robust housing and commercial construction market, and healthy repair and remodel activity. Despite the challenging macro-economic backdrop, consumer demand and homeowner activity continue to be strong.

Our adjusted EBITDA trailed the prior year, but as we indicated on our fourth quarter call, we expected margin compression in our first quarter as we continue to work with customers and suppliers to normalize price to cost parity across our businesses.

I'm pleased to say that we made good progress with this initiative in the first quarter and we're on track to reach our target of achieving price to cost parity by the end of our second quarter.

Last week, we announced the exciting news that we closed on our acquisition of the Hunter Fan Company, the leading residential ceiling fan brand in the United States. Hunter is iconic in the marketplace with 135-year heritage and a well-earned reputation for innovation, superior quality, and craftsmanship.

Hunter is a fantastic acquisition for our Consumer and Professional product segment.

The strong alignment of the two businesses will strengthen our relationships with our key retailers, expand our product offerings, provide compelling opportunities for outsized growth, augment our global sourcing model and will accelerate the sales of our products through ecommerce channels.

The Hunter team will also now be able to leverage the broad infrastructure of the Consumer and Professional Products segment and will realize benefits from our AMES strategic initiative.

To finance this acquisition, we wanted the flexibility to rapidly reduce our leverage with low-cost interest, so we chose a Term Loan B facility to finance the Hunter acquisition.

We saw extraordinarily high demand when marketing this Term Loan B as lenders recognized the strength of Hunter business and the compelling strategic alignment of Hunter with Griffon.

Because of this extraordinarily strong demand, we were able to upsize the amount of our Term Loan B facility by $50 million to $800 million, while simultaneously achieving favorable interest rates. Let me shift back to the segments and provide some additional commentary regarding the performance of our two segments as well as Telephonics.

In Consumer and Professional Products, we saw continued strength in retail demand across all geographies. Volume was up in all of our international markets but was down in the U.S. due to the ongoing labor, transportation, and global supply chain disruptions.

Pricing was stronger, reflecting the ongoing actions we've been taking across the segments’ products, and we also saw a favorable product mix. EBITDA at CPP reflected the margin compression we expected as pricing and other actions were being taken to catch-up with increased costs.

Some pricing actions materialized earlier than expected and this, along with increased international volume, helped offset some of these effects. We've continued to make steady progress with our AMES strategic initiatives and remain on-track in terms of the timing and the expected benefits.

As part of this initiative, we recently announced that AMES will be closing its manufacturing facility located in Reynosa, Mexico and distribution center in Pharr, Texas. These operations will be consolidated into other AMES facilities in the U.S. and are expected to be completed by the end of our fiscal third quarter.

Further, Hunter will benefit from the AMES initiative including from our investments in East and West Coast ecommerce fulfillment facilities, as well as our business intelligence and enterprise systems. We also look forward to leveraging our international footprint to further distribute Hunter fans.

Home and Building Products or HBP had another strong quarter as the commercial door business and in particular, our rolling steel product offerings, continue to see increased volume and strong pricing.

On the residential side, order activity continues to be strong, but labor and supply chain challenges continue to generate production headwinds, resulting in lower sales volume and a high level of order backlog.

The combination of strong price and strong product mix, driven by commercial sales resulted in HBP sales increasing 23% over the prior year first quarter. Backlog in the business continues to be significantly higher than what we would consider to be normal levels.

Adjusted EBITDA at HBP exceeded the prior year by 16%, driven by increased revenue which was offset by substantial increases in material costs. We expect the pricing actions underway will allow HBP to reach price cost parity by the end of our fiscal second quarter.

Turning to Telephonics, on September 27th, we announced the exploration of strategic alternatives for this business and are now treating the business as a discontinued operation in our report results. The sale process led by Lazard is ongoing and we expect to have more to report by the end of March.

Telephonics revenue excluding SEG, which was sold in December 2020 in the first quarter, decreased by 12% year-over-year, driven by the timing of work on certain Surveillance System programs as well as the recognition of a legal settlement in the prior year quarter that benefited revenue.

EBITDA decreased in the quarter due to the lower revenue, however, margins were consistent due to the better program performance. We expect increased sales and profit, including strong margin improvement, as the company progresses through fiscal 2022.

Before turning the call over to Brian for financial details and our guidance update, let me provide a few comments about our balance sheet and dividends. At the end of December 2021, Griffon leverage was 3.3 times and does not include the expected benefits from the Telephonics sale or the purchase of Hunter Fan.

This increase leverage from year end is in line with our seasonal cash usage and working capital build. As in the past, the second half of our year, we'll see strong free cash flow generation and with a reduction in our leverage.

Our continued strong free cash flow generation combined with our focus on deleveraging the business over the past three-plus years directly resulted in our strong balance sheet which positioned us to pursue the Hunter acquisition with high confidence and strong investors support.

Finally, yesterday our Board authorized a $0.09 per share dividend payable on March 23, 2022 to shareholders of record on February 23rd, 2022. This marks the 42nd consecutive quarterly dividend to shareholders, which has grown at an annualized compound rate of 17% since our dividend program was started.

Let me turn it to Brian to provide more financial detail and our full year guidance.

Brian?.

Thank you, Ron. I'll start by highlighting our first quarter consolidated performance on a continuing basis. Revenue increased 9% to $592 million. Adjusted EBITDA decreased 13% to $60 million, with a related margin decrease in 250 basis points to 10.1%, reflecting the margin compression from increased costs Ron referenced a few moments ago.

Gross profit on a GAAP basis for the quarter was $166 million, increasing 1% compared to the prior year first quarter with gross margin decreasing 230 basis points to 28.1%. First quarter GAAP selling, general, and administrative expenses were $127 million compared to $112 million in the prior year quarter.

Excluding items that impact comparability, selling, general, and administrative expenses were $121 million or 20.5% of revenue compared to $109 million or 20.2% in the prior quarter, with the increased dollars primarily driven by distribution, transportation, and labor cost.

First quarter GAAP income from continuing operations was 17 million or $0.31 per share compared to the prior period of $25 million or $0.48 per share.

Excluding items that affect comparability from both periods, current quarter adjusted income from continuing operations was $21 million or $0.39 per share compared to prior year of $27 million or $0.50 per share Corporate and unallocated expenses excluding depreciation were $13 million in the quarter, in line with the prior year quarter.

Our first quarter effective tax rate excluding items that affect comparability was 31.5% compared to 33.7% in the prior quarter. Capital spending was $11 million in the first quarter compared to $9 million in the prior year quarter. Depreciation and amortization totaled $13.1 million compared to $12.6 million in the prior year quarter.

The AMES initiative continues to be on plan and we continue to expect the business to improve to a 12% plus EBITDA margin, excluding the impact of Hunter as the initiative concludes. To-date we have spent $37 million of the expected $65 million of costs and have invested $19 million of the expected $65 million in capital expenditures.

The remaining amounts will be spent approximately evenly over the remaining two years of the project. Regarding our balance sheet and liquidity as of December 31, 2021, we had net debt of $902 million with leverage of 3.3 times is calculated based on our debt covenants. Our cash and equivalents were $151 million and debt outstanding was $1.05 billion.

Borrowing availability on the credit facility was $365 million subject to certain loan covenants.

The Term Loan B financing for the Hunter transaction was very successful with commitments of over six times the amount borrowed, allowing for an attractive interest rate -- initial interest rate of 3.25% and 225 basis point rate stepdown tied of future reductions and leverage.

This shows the credit market supported both the Hunter deal and Griffon's overall strategy.

Moving on to guidance, on a continuing operations basis, excluding the contribution from Telephonics, but including the contribution of Hunter, in the remainder of this year, we expect revenue of $2.75 billion and segment adjusted EBITDA of $355 million for fiscal 2022.

The EBITDA guidance excludes unallocated costs of $49 million and one-time charges of approximately $15 million related to the AMES initiative, as well as charges related to the proxy contest and Hunter-related acquisition expenses.

Our guidance reflects that we continue to be on target with our initial guidance provided in the fourth quarter of $2.5 billion of revenue and $300 million of segment adjusted EBITDA, which excludes unallocated cost.

The incremental Hunter contribution for the remaining eight months of fiscal 2022 is expected to be $250 million of revenue and $55 million of EBITDA, excluding the effects of acquisition-related costs and purchase accounting.

As a reminder, for the first full fiscal year of ownership, we expect Hunter to contribute $400 million of revenue and $90 million of EBITDA. As Ron mentioned before, we expect to reach price cost parity within the CPP and HBP segments by the end of the second quarter, which result in margins expansion in the second half of the year.

Total capital expenditures for fiscal year 2022 are expected to be $70 million, which includes $25 million supporting the AMES initiative and approximately $5 million for the addition of Hunter. Depreciation and amortization is expected to be $72 million, of which $20 million is amortization.

These are inclusive of $6 million of depreciation and $11 million of amortization related to Hunter. Note the impact of Hunter on depreciation and amortization is subject to completion of purchase accounting analysis.

We expect to generate free cash flow in excess of net income, inclusive of the capital investments and other investments we are making it AMES for the full fiscal year. As in prior years, we expect a similar pattern of cash flow, with significant cash usage in the first half, followed by a strong second half cash generation.

As a result of margin compression in the first quarter and the timing of price cost parity, expected to be reached in the second half of the year, our first half cash usage will exceed historical levels. We expect net interest expense inclusive of the financing for Hunter of approximately $83 million for fiscal 2022.

This does not include the benefit of selling Telephonics and any related debt reduction. Our expected normalized continuing operations tax rate including Hunter will be approximately 31%. As is always the case, geographic earnings mix and any legislative action, including new guidance on tax reform matters may impact rates.

Now, I'll turn the call back over to Ron..

supply chain disruptions, inflationary trends, and labor shortages will remain challenges for all of us. COVID is not over, but it's certainly better. However, the strength of our consumer demand that we see the strength of our brands, and the competitive differentiation we have with our products gives us confidence in our outlook.

To close, I'd like to recognize our global workforce, which continues to show exceptional dedication and perseverance under stubbornly challenging global circumstances. We appreciate the importance of their work in order to deliver our excellent results. Also, I'd like to welcome the new members of our team from Hunter Fan to Griffon.

We're looking forward to working with you and growing this great company together. Operator, we'll take any questions..

Certainly. We'll now be conducting a question-and-answer session. [Operator Instructions] Our first question today is coming from Bob Labick from CJS Securities. Your line is now alive..

Good morning. Congratulations on a great start to fiscal 2022..

Thanks Bob..

Thank you. Good morning..

Absolutely. Good morning. So, yes, thanks for the color on kind of volume versus price by segment. I think it's really helpful. And we've been seeing a lot of volume headwinds in the quarter from a number of companies, mostly related to labor, supply chain, logistics, and stuff like that and it sounds like that's the case for you.

So, my question is, what does it take to get the bottlenecks to subside? How long do you think that takes? And how do you gauge the underlying demand, given that there's these bottlenecks that are impacting volume?.

Sure, Bob it's Brian this morning.

How you doing?.

Very well..

Overall, we continue to see strong demand from our customers. As far as the bottlenecks in the supply chain and related labor and transportation bottlenecks, we see it has already started to normalize and ease a little bit, and we expect it to continue to get better as we get into the second half of our year.

And that along with our pricing actions that we expect to be done by the end of our second quarter, brings us to our second half of the year seeing normalized margins more in line with what we saw in the first half of fiscal 2021 -- for the second half of fiscal 2022. With that, we'll see significant cash flow generation in our second half..

Okay, got it. And then just kind of as my follow-up.

Obviously, the inflation is not unique to Griffon -- to everyone's dealing with it, you have leading brands who you're able to pass through prices, but maybe talk a little bit about how you're thinking about price increases? And how do you gauge increasing enough price to offset raw material, but not impacting demand? And how you're going about -- is it blanket across all segments? Is it product-by-product? Or how do you go about the price increases in order to get that margin -- the margin is back to where you want them in the second half?.

Sure, so as far as our products go with respect to demand, we continue to see strong demand. Our products are not so expensive that the price increases have affected demand.

If someone goes to the store and they were planning on buying a shovel and it's $5 more than perhaps they expected, they will still buy that shovel, they have a project to do, whether they're a professional or consumer.

So, we have not really -- we've been able to pass through price increases to our customers, they understand that we have increased costs and the ultimate consumer, whether professional or regular consumer has continued to need our products and the demand remains strong..

All right, super. Thank you very much. I’ll get back in queue as instructed..

Thank you. Next question is coming from Josh Chan from Baird. Your line is now live.

Good morning, everyone. Good quarter..

Thank you..

Good morning. Thanks..

Good morning. Just on the on the CPP business.

I guess I was wondering – I guess you told us the volume declined, but could you give us a little a little bit more color about retail point of sale trend, some metric like that that could give us a gauge on underlying demand? I guess my question is what volume could have been if it wasn’t for the constraints that you’re facing in CPP?.

Sure. So as I mentioned, demand continues to be strong from our customer to retailers and other customers that we have. It’s hard to say exactly what we would have been able to sell because of course, orders are in line with what we have to supply to our customers.

However, we continue to see good sell-through at the point of sale at our customers to to the end consumer and we don't expect that to change. The housing market remains strong and repair and remodel remains strong. The supply chain issues remain for us and for anyone else operating within our economy in similar spaces.

And as I mentioned, we expect to see that improve as the year continues and to be better as we get into the second half of the year..

All right. That's helpful. And then I guess, for my follow-up spots deal prices have started to come down in recent weeks.

Could you just kind of talk about what would happen if the steel declines continue? Or do they hold what you when you'd expect to see the benefits from the lower costs and what might happen to price?.

Sure, I would start with there's a lag in the timing of steel going through our cost structure. But more importantly, steel is just a portion of our overall cost structure.

We continue to see increased costs generally, we have seen the steel down a little, but we see increased costs, generally with labor, transportation, freight, health costs, insurance costs. So, it's one component of our costs.

In any case, as we put through price or continue to complete the process that we have been putting through by the end of our second quarter and work through our backlog again, we expect our second half of the year to see that margin improvement..

Thank you. Our next question today is coming from Julio Romero from Sidoti & Company. Your line is now live. Julio, perhaps your phone is on mute..

Can you hear me now?.

There you go. Please go ahead..

Good morning..

Yes, good morning everyone. So, I guess, my first question is, do it seems like you did not see as much margin compression in HBP, at least relative to what I was modeling. You outperformed my expectations there.

Can you just talk about what's going right in HBP? Is it just a matter of pricing actions materializing earlier than expected? Maybe talk about how much mix was better than expected? I know, you call out that 33% growth in mix and pricing.

Is there any way to rank order the two and then also talk about any additional contributing factors helping an HBP?.

Sure, on things -- it's -- good ahead Brian..

Sorry. So, a couple of things. One, we saw very strong international revenue and demand and sales which helps our overall margin for the quarter. Pricing occurred a little bit faster than we originally anticipated. And lastly, and really, more importantly, we saw very good mix.

So, we're -- the strength of our brands and selling products that play in the better and the best of the good, better, best continuum continues to benefit us..

And I just add to that, that the commercial business continues to be an avenue of growth for us that we had planned for going back to the CornellCookson acquisition.

We saw that as being strategic and long-term and this is yet one more example even in a difficult set of commodity inflationary trends, the demand side of the Commercial business has grown and we expect it to continue to grow..

Got it. That's helpful. And I guess for my follow-up, as we head into what's typically your seasonally weakest quarter for HBP, at least historically.

Maybe how do you expect margins the trend there? Now, given you're seeing better pricing and mix than you may be expected but perhaps, maybe heading into a weaker quarter because of seasonality? How do you see margins trending sequentially for that segment?.

Well, I'll start with, we go into this quarter with the biggest backlog the company's ever had. And so our visibility is far greater than it has been historically. But this is a continued strong housing market, continued growth in the commercial market and coming off of the backlog, I think we've got some very good visibility on that business.

Brian?.

Yes, I was just add to that. We did start the year off better than anticipated. So, we expect our first half to be a little better than anticipated, but with the ongoing Omicron and supply chain issues that continue, we expect that that'll certainly offset the second half and our guidance remains in line with what we originally stated..

Thank you. Our next question today is coming from Justin Bergner from Gabelli Funds. Your line is now live..

Good morning, Ron. Good morning, Brian..

Good morning, Justin..

One question about guidance.

One other question on the guidance front, within your unchanged revenue guide and I realize you don't really update it, should want to assume that maybe there's a little bit more price/mix and a little bit less volume in there, as we've seen some competitors that supply into your types and markets suggest? And then did the CapEx increase from your prior guide -- I'm not sure if my prior notes were correct, but I thought it seemed like it had gone up?.

Sure. So, I'll start with the CapEx. Yes, it went up, we added $5 million related to the Hunter acquisition, which runs around 2% of their revenue. So, yes, it went up for that. As far as volume, yeah, as we spoke about even at last quarter's call and we continue to see that now, in the CPP segment, we expect volume to be below last year's volume.

The first half of this year with the supply disruptions, the labor, the transportation, all the things we've spoken about, first half is going to be below last year's first half. We expect to see improvement in the second half with volume. Demand is still there, it's a matter of normalization in labor, supply chain and transportation.

And our HBP business, as Ron mentioned, we continue to have record backlog and we expect volume to be good, particularly in the commercial side of the table..

Great. Thank you. So, the other question related to Hunter fans, you mentioned last quarter that some of your customers are diversifying suppliers.

Is that a play for the fan market as well and does that work its way into the ecommerce sales through some of those major customers?.

So, Hunter Fan has actually not had issues in supplying their customers, they were ahead of the supply chain disruptions back roughly a year ago now. And then been able to, as I said, to supply their customers. So, there -- we have not seen any disruption regarding Hunter Fan.

What you're referring to is what we stated about Consumer and Professional products, that process is ongoing.

Ultimately, we expect the strength of our brands and our manufacturing logistics capability to be an advantage for us and ultimately, allow us to play –at the higher end, and the items that will change are in the lower end in the opening price point market. And we continue to see strengthen in our “better-best” products..

Thank you. [Operator Instructions] Our next question is coming from Noah Merkousko from Stephens. Your line is now live..

All right, good morning. Thanks for taking my question and congrats on a good quarter..

Thank you very much..

So, first, I wanted to dig in maybe a little bit on the Hunter acquisition, clearly labor and supply chain issues have been affecting the legacy business, but what does that look like for Hunter, are they seeing the same raw material inflation, transportation, et cetera? And are they also raising prices like you're doing in your legacy businesses?.

Yes, so Hunter has certainly seen increase in their costs as everyone else has seen. And yes, they have passed through price increases to offset that cost.

They have had less impact from transportation and also the the supply chain as I mentioned before, they got ahead of it starting a year ago and remain in a good inventory position to supply customers. A lot of their sales are ecommerce-based.

40%..

Right, 40% of their sales are in the ecommerce space, including direct fulfillment, and we don't see any significant issues in that business..

Great, that makes sense. And then for my follow-up, I think you mentioned you're heading into to second quarter here with the highest backlog you've ever had in HBP.

How does that backlog flow through the model? Is that all realize this season or is that going to take longer than that to work through that backlog?.

Yes, we would expect that to take longer than this year to work through it. And it's -- all considered in our guideance..

Thank you. We've reached the end of our question-and-answer session. I'd like to turn the floor back over to Ron for any further closing comments..

This quarter exemplifies the resilience of our businesses and the operating strength of our management team. We're proud of what we've done and excited about continuing to build long-term shareholder value. Thank you be well everyone..

Thank you. That does conclude today's teleconference. You may disconnect your line at this time and have a wonderful day. We thank you for your participation today..