GRIFFON CORP - Quarter Report: 2012 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 1-06620

GRIFFON CORPORATION

(Exact name of registrant as specified in its charter)


	DELAWARE	11-1893410
	(State or other jurisdiction of	(I.R.S. Employer
	incorporation or organization)	Identification No.)

	712 Fifth Ave, 18^th Floor, New York, New York	10019
	(Address of principal executive offices)	(Zip Code)

(212) 957-5000
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


	Large accelerated filer	o	Accelerated filer x
	Non-accelerated filer	o	Smaller reporting company o
	(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
o Yes x No

APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 61,332,222 shares of Common Stock as of July 31, 2012.


Griffon Corporation and Subsidiaries

Contents

		Page

PART I - FINANCIAL INFORMATION

Item 1 – Financial Statements

Condensed Consolidated Balance Sheets at June 30, 2012 (unaudited) and September 30, 2011		1

Condensed Consolidated Statement of Shareholders’ Equity for the Nine Months Ended June 30, 2012 (unaudited)		1

Condensed Consolidated Statements of Operations for the Three and Nine Months Ended June 30, 2012 and 2011 (unaudited)		2

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended June 30, 2012 and 2011 (unaudited)		3

Notes to Condensed Consolidated Financial Statements		4

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations		29

Item 3 - Quantitative and Qualitative Disclosures about Market Risk		39

Item 4 - Controls & Procedures		39

PART II – OTHER INFORMATION

Item 1 – Legal Proceedings		40

Item 1A – Risk Factors		40

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds		40

Item 3 – Defaults upon Senior Securities		40

Item 4 – Mine Safety Disclosures		40

Item 5 – Other Information		40

Item 6 – Exhibits		41

Signatures		42

Exhibit Index		43

Part I – Financial Information

Item 1 – Financial Statements

GRIFFON CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)



	(Unaudited) At June 30, 2012		At September 30, 2011


CURRENT ASSETS
Cash and equivalents	$	171,912	$	243,029
Accounts receivable, net of allowances of $5,212 and $6,072		261,854		267,471
Contract costs and recognized income not yet billed, net of progress payments of $1,969 and $9,697		65,537		74,737
Inventories, net		269,878		263,809
Prepaid and other current assets		49,897		48,828
Assets of discontinued operations		1,303		1,381

Total Current Assets		820,381		899,255
PROPERTY, PLANT AND EQUIPMENT, net		357,627		350,050
GOODWILL		357,916		357,888
INTANGIBLE ASSETS, net		230,176		223,189
OTHER ASSETS		27,812		31,197
ASSETS OF DISCONTINUED OPERATIONS		2,974		3,675

Total Assets	$	1,796,886	$	1,865,254

CURRENT LIABILITIES
Notes payable and current portion of long-term debt	$	17,581	$	25,164
Accounts payable		145,608		186,290
Accrued liabilities		94,671		99,631
Liabilities of discontinued operations		3,077		3,794

Total Current Liabilities		260,937		314,879
LONG-TERM DEBT, net of debt discount of $17,406 and $19,693		685,355		688,247
OTHER LIABILITIES		193,523		204,434
LIABILITIES OF DISCONTINUED OPERATIONS		4,033		5,786

Total Liabilities		1,143,848		1,213,346
COMMITMENTS AND CONTINGENCIES - See Note 19
SHAREHOLDERS’ EQUITY
Total Shareholders’ Equity		653,038		651,908

Total Liabilities and Shareholders’ Equity	$	1,796,886	$	1,865,254

GRIFFON CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
(Unaudited)


																ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
	COMMON STOCK				CAPITAL IN EXCESS OF PAR VALUE						TREASURY SHARES								DEFERRED ESOP & OTHER COMPENSATION
								RETAINED EARNINGS
(in thousands)	SHARES		PAR VALUE					RETAINED EARNINGS			SHARES		COST									Total

Balance at 9/30/2011		76,184	$	19,046	$	471,928		$	424,153			14,434	$	(231,699	)	$	(7,724	)	$	(23,796	)	$	651,908

Net income		—		—		—			13,563			—		—			—			—			13,563
Dividend		—		—		—			(3,564	)		—		—			—			—			(3,564	)
Tax effect from exercise/vesting of equity awards, net		—		—		(223	)		—			—		—			—			—			(223	)
Amortization of deferred compensation		—		—		—			—			—		—			—			1,399			1,399
Common stock acquired		—		—		—			—			701		(5,670	)		—			—			(5,670	)
Restricted stock awards granted, net		355		88		(88	)		—			—		—			—			—			—
ESOP allocation of common stock		—		—		(57	)		—			—		—			—			—			(57	)
Stock-based compensation		—		—		7,599			—			—		—			—			—			7,599
Translation of foreign financial statements		—		—		—			—			—		—			(13,479	)		—			(13,479	)
Pension OCI, net of tax		—		—		—			—			—		—			1,562			—			1,562

Balance at 6/30/2012		76,539	$	19,134	$	479,159		$	434,152			15,135	$	(237,369	)	$	(19,641	)	$	(22,397	)	$	653,038

The accompanying notes to condensed consolidated financial statements are an integral part of these statements.

GRIFFON CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(Unaudited)


	Three Months Ended June 30,						Nine Months Ended June 30,

	2012			2011			2012			2011

Revenue	$	480,246		$	455,282		$	1,413,709		$	1,345,813
Cost of goods and services		364,601			356,113			1,092,555			1,057,642

Gross profit		115,645			99,169			321,154			288,171

Selling, general and administrative expenses		87,443			82,045			256,661			246,853
Restructuring and other related charges		—			2,118			1,795			4,723

Total operating expenses		87,443			84,163			258,456			251,576

Income from operations		28,202			15,006			62,698			36,595

Other income (expense)
Interest expense		(12,932	)		(12,569	)		(39,000	)		(35,111	)
Interest income		77			106			225			272
Loss from debt extinguishment, net		—			—			—			(26,164	)
Other, net		(354	)		145			723			3,407

Total other income (expense)		(13,209	)		(12,318	)		(38,052	)		(57,596	)


Income (loss) before taxes		14,993			2,688			24,646			(21,001	)
Provision (benefit) for income taxes		5,945			(2,184	)		11,083			(10,192	)

Net income (loss)	$	9,048		$	4,872		$	13,563		$	(10,809	)



Basic earnings (loss) per common share	$	0.16		$	0.08		$	0.24		$	(0.18	)

Weighted-average shares outstanding		56,034			59,606			56,032			59,387


Diluted earnings (loss) per common share	$	0.16		$	0.08		$	0.24		$	(0.18	)

Weighted-average shares outstanding		57,495			60,525			57,311			59,387

The accompanying notes to condensed consolidated financial statements are an integral part of these statements.

GRIFFON CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)


	Nine Months Ended June 30,

	2012			2011

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	13,563		$	(10,809	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		48,668			45,078
Fair value write-up of acquired inventory sold		—			15,152
Stock-based compensation		7,599			6,767
Provision for losses on accounts receivable		532			734
Amortization/write-off of deferred financing costs and debt discounts		4,497			5,203
Loss from debt extinguishment, net		—			26,164
Deferred income taxes		(1,185	)		(3,550	)
(Gain) loss on sale/disposal of assets		59			(240	)
Change in assets and liabilities, net of assets and liabilities acquired:
Decrease in accounts receivable and contract costs and recognized income not yet billed		10,601			1,243
Increase in inventories		(4,171	)		(19,994	)
Increase in prepaid and other assets		(3,970	)		(2,243	)
Decrease in accounts payable, accrued liabilities and income taxes payable		(49,574	)		(51,075	)
Other changes, net		3,728			625

Net cash provided by operating activities		30,347			13,055
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, plant and equipment		(57,695	)		(64,974	)
Acquired business, net of cash acquired		(22,432	)		(855	)
Change in funds restricted for capital projects		—			3,875
Proceeds from sale of assets		281			1,333

Net cash used in investing activities		(79,846	)		(60,621	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividend		(3,564	)		—
Purchase of shares for treasury		(5,670	)		—
Proceeds from issuance of long-term debt		4,000			640,963
Payments of long-term debt		(14,563	)		(495,209	)
Change in short-term borrowings		(1,262	)		12,730
Financing costs		(97	)		(21,343	)
Purchase of ESOP shares		—			(15,674	)
Exercise of stock options		—			20
Tax effect from exercise/vesting of equity awards, net		834			2,334
Other, net		67			22

Net cash provided by (used in) financing activities		(20,255	)		123,843
CASH FLOWS FROM DISCONTINUED OPERATIONS:
Net cash used in operating activities		(1,690	)		(829	)

Net cash used in discontinued operations		(1,690	)		(829	)
Effect of exchange rate changes on cash and equivalents		327			1,304

NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS		(71,117	)		76,752
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD		243,029			169,802

CASH AND EQUIVALENTS AT END OF PERIOD	$	171,912		$	246,554

The accompanying notes to condensed consolidated financial statements are an integral part of these statements.

GRIFFON CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
(Unaudited)

(Unless otherwise indicated, references to years or year-end refer to Griffon’s fiscal period ending September 30)

NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

About Griffon Corporation

Griffon Corporation (the “Company” or “Griffon”), is a diversified management and holding company that conducts business through wholly-owned subsidiaries. Griffon oversees the operations of its subsidiaries, allocates resources among them and manages their capital structures. Griffon provides direction and assistance to its subsidiaries in connection with acquisition and growth opportunities as well as in connection with divestitures. In order to further diversify, Griffon also seeks out, evaluates and, when appropriate, will acquire additional businesses that offer potentially attractive returns on capital.

Griffon currently conducts its operations through three segments:


•	Home & Building Products (“HBP”) consists of two companies, Ames True Temper, Inc. (“ATT”) and Clopay Building Products Company, Inc. (“CBP”):

	-	ATT is a global provider of non-powered landscaping products that make work easier for homeowners and professionals.

	-	CBP is a leading manufacturer and marketer of residential, commercial and industrial garage doors to professional installing dealers and major home center retail chains.

•	Telephonics Corporation (“Telephonics”) designs, develops and manufactures high-technology integrated information, communication and sensor system solutions to military and commercial markets worldwide.

•	Clopay Plastic Products Company, Inc. (“Plastics”) is an international leader in the development and production of embossed, laminated and printed specialty plastic films used in a variety of hygienic, health-care and industrial applications.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these financial statements do not include all the information and footnotes required by U.S. GAAP for complete financial statements. As such, they should be read with reference to Griffon’s Annual Report on Form 10-K for the year ended September 30, 2011, which provides a more complete explanation of Griffon’s accounting policies, financial position, operating results, business properties and other matters. In the opinion of management, these financial statements reflect all adjustments considered necessary for a fair statement of interim results. Griffon’s HBP operations are seasonal and the results of any interim period are not necessarily indicative of the results for the full year.

The condensed consolidated balance sheet information at September 30, 2011 was derived from the audited financial statements included in Griffon’s Annual Report on Form 10-K for the year ended September 30, 2011.

The consolidated financial statements include the accounts of Griffon Corporation and all subsidiaries. Intercompany accounts and transactions are eliminated on consolidation.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. These estimates may be adjusted due to changes in economic, industry or customer financial conditions, as well as changes in technology or demand. Significant estimates include allowances for doubtful accounts receivable and returns, net realizable value of inventories, restructuring reserves, valuation of goodwill and intangible assets, percentage of completion method of accounting, pension assumptions, useful lives associated with depreciation and amortization of intangible and fixed assets, warranty reserves, sales incentive accruals, stock based compensation assumptions, income taxes and tax valuation reserves, environmental reserves, legal reserves, insurance reserves and the valuation of discontinued assets and liabilities, and the accompanying disclosures. These estimates are based on management’s best knowledge of current events and actions Griffon may undertake in the future. Actual results may ultimately differ from these estimates.

Certain amounts in the prior year have been reclassified to conform to current year presentation.

NOTE 2 – FAIR VALUE MEASUREMENTS

The carrying values of cash and equivalents, accounts receivable, accounts and notes payable and revolving credit debt approximate fair value due to either the short-term nature of such instruments or the fact that the interest rate of the revolving credit debt is based upon current market rates.

The fair values of Griffon’s 2018 senior notes, and 2017 and 2023 4% convertible notes approximated $556,000, $91,000 and $532, respectively, on June 30, 2012. Fair values were based upon quoted market prices (level 1 inputs).

Insurance contracts with a value of $4,213 and trading securities with a value of $290 at June 30, 2012 are measured and recorded at fair value based upon quoted prices in active markets for identical assets (level 1 inputs).

Items Measured at Fair Value on a Recurring Basis

At June 30, 2012, Griffon had $1,250 of Australian dollar contracts at a weighted average rate of $0.97. The contracts, which protect Australia operations from currency fluctuations for U.S. dollar based purchases, do not qualify for hedge accounting. A fair value gain of $15 and $55 was recorded in other assets and to other income for the outstanding contracts, based on similar contract values (level 2 inputs), for the three and nine months ended June 30, 2012, respectively. The contracts expire in 30 to 90 days.

NOTE 3 – ACQUISITION

On October 17, 2011, Griffon acquired the pots and planters business of Southern Sales & Marketing Group, Inc. (“SSMG”) for $22,432. The acquired business, which markets its products under the Southern Patio brand name (“Southern Patio”), is a leading designer, manufacturer and marketer of landscape accessories. Southern Patio, which was integrated with ATT, had revenue exceeding $40,000 in 2011.

The accounts of the acquired company, after adjustments to reflect fair market values assigned to assets purchased from SSMG, have been included in the consolidated financial statements from the date of acquisition; acquired inventory was not significant. Griffon is in the process of finalizing the adjustment to the purchase price, if any, primarily related to working capital; accordingly, management has used their best estimate in the initial purchase price allocation as of the date of these financial statements.

The following table summarizes the fair values of the assets acquired as of the date of the acquisition and the amounts assigned to goodwill and intangible asset classifications:


Inventory	$	3,673
PP&E		416
Goodwill		4,655
Amortizable intangible assets		11,077
Indefinite life intangible assets		2,611

Total assets acquired	$	22,432

The amounts assigned to goodwill and major intangible asset classifications, all of which are tax deductible, for the Southern Patio acquisition are as follows:


			Amortization Period (Years)

Goodwill	$	4,655	N/A
Tradenames		2,611	Indefinite
Customer relationships		11,077	25

	$	18,343

NOTE 4 – INVENTORIES

Inventories, stated at the lower of cost (first-in, first-out or average) or market, were comprised of the following:


	At June 30, 2012		At September 30, 2011

Raw materials and supplies	$	69,047	$	76,563
Work in process		73,347		66,585
Finished goods		127,484		120,661

Total	$	269,878	$	263,809

NOTE 5 – PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment were comprised of the following:


	At June 30, 2012			At September 30, 2011

Land, building and building improvements	$	123,641		$	126,340
Machinery and equipment		613,528			571,414
Leasehold improvements		34,058			32,867

		771,227			730,621
Accumulated depreciation and amortization		(413,600	)		(380,571	)

Total	$	357,627		$	350,050

Depreciation and amortization expense for property, plant and equipment was $14,826 and $13,714 for the quarters ended June 30, 2012 and 2011, respectively, and $42,597 and $39,173 for the nine months ended June 30, 2012 and 2011, respectively.

No event or indicator of impairment occurred during the three and nine months ended June 30, 2012, which would require additional impairment testing of property, plant and equipment.

NOTE 6 – GOODWILL AND OTHER INTANGIBLES

The following table provides the changes in carrying value of goodwill by segment during the nine months ended June 30, 2012:


	At September 30, 2011		Goodwill from 2012 acquisitions		Other adjustments including currency translations			At June 30, 2012

Home & Building Products	$	265,147	$	4,655	$	—		$	269,802
Telephonics		18,545		—		—			18,545
Plastics		74,196		—		(4,627	)		69,569

Total	$	357,888	$	4,655	$	(4,627	)	$	357,916

The following table provides the gross carrying value and accumulated amortization for each major class of intangible assets:


	At June 30, 2012						At September 30, 2011

	Gross Carrying Amount		Accumulated Amortization		Average Life (Years)		Gross Carrying Amount		Accumulated Amortization


Customer relationships	$	165,576	$	19,126		25	$	155,602	$	13,862
Unpatented technology		6,495		2,188		11		6,534		1,749

Total amortizable intangible assets		172,071		21,314				162,136		15,611
Trademarks		79,419		—				76,664		—

Total intangible assets	$	251,490	$	21,314			$	238,800	$	15,611

Amortization expense for intangible assets subject to amortization was $2,006 and $1,987 for the quarters ended June 30, 2012 and 2011, respectively, and $6,071 and $5,905 for the nine months ended June 30, 2012 and 2011, respectively. The amortizable intangibles acquired in the Southern Patio acquisition will increase amortization in 2012 and forward by approximately $440 per year.

During the nine months ended June 30, 2012, there were changes in management at both Plastics and Telephonics. Management performed a qualitative assessment as to whether these changes affected these reporting units’ carrying value and concluded that it was more likely than not that the fair value of the units continue to be greater than their respective carrying values.

NOTE 7 – INCOME TAXES

The tax rate for the current quarter was a provision of 39.7%, compared to a benefit of 81.3% in the prior year quarter. The current quarter’s rate reflects the benefit from the release of previously established reserves for uncertain tax positions on conclusion of certain tax audits. The prior year effective rate included benefits arising on the filing of the tax returns in various jurisdictions and the impact of tax planning initiatives related to unremitted foreign earnings. Excluding discrete items, the current quarter’s rate was 50.5%, which reflects the impact of permanent differences not deductible in determining taxable income, mainly limited deductibility of restricted stock, as well as the impact of tax reserves and a change in earnings mix between domestic and non-domestic operations. Excluding discrete items, the prior year quarter’s rate was 77.7%, which reflected the combined effects of the nominal pretax income in the quarter with a forecast full year pretax loss for 2011, as well as fluctuations in the full year expected effective tax rate driven by changes in earnings mix between domestic and non-domestic operations.

The tax rate for the nine months ended June 30, 2012 was a provision of 45.0%, compared to a benefit of 48.5% in the prior year. The current year rate reflects the benefit from the release of previously established reserves for uncertain tax positions on conclusion of certain tax audits. The prior year effective rate included benefits arising in connection with the retroactively extended research tax credit signed into law on December 22, 2010, the filing of tax returns in various jurisdictions, and the impact of tax planning initiatives related to unremitted foreign earnings. Excluding discrete items, the current year rate was 51.6%, which reflected the impact of permanent differences that are not deductible in determining taxable income, mainly limited deductibility of restricted stock, as well as the impact of tax reserves and a change in earnings mix between domestic and non-domestic operations. Excluding discrete items, the prior year rate was a benefit of 27.0% and reflected the impact of permanent differences not deductible in determining taxable income as well as the impact of tax reserves and changes in earnings mix.

NOTE 8 – LONG-TERM DEBT


		At June 30, 2012														At September 30, 2011

		Outstanding Balance			Original Issuer Discount			Balance Sheet			Capitalized Fees & Expenses		Coupon Interest Rate			Outstanding Balance			Original Issuer Discount			Balance Sheet			Capitalized Fees & Expenses		Coupon Interest Rate

Senior notes due 2018	(a)	$	550,000		$	—		$	550,000		$	9,268		7.125	%	$	550,000		$	—		$	550,000		$	11,337		7.125	%
Revolver due 2016	(a)		—			—			—			2,332		n/a			—			—			—			2,937		n/a
Convert. debt due 2017	(b)		100,000			(17,406	)		82,594			2,032		4.000	%		100,000			(19,693	)		80,307			2,474		4.000	%
Real estate mortgages	(c)		14,267			—			14,267			292		n/a			18,233			—			18,233			379		n/a
ESOP Loans	(d)		23,129			—			23,129			34		n/a			24,348			—			24,348			17		n/a
Capital lease - real estate	(e)		10,679			—			10,679			238		5.000	%		11,341			—			11,341			257		5.000	%
Convert. debt due 2023	(f)		532			—			532			—		4.000	%		532			—			532			—		4.000	%
Term loan due 2013	(g)		15,194			—			15,194			127		n/a			24,096			—			24,096			201		n/a
Revolver due 2012	(g)		1,266			—			1,266			—		n/a			—			—			—			33		n/a
Foreign line of credit	(h)		1,346			—			1,346			22		n/a			3,780			—			3,780			—		n/a
Foreign term loan	(h)		3,225			—			3,225			—		n/a			—			—			—			—		n/a
Other long term debt	(k)		704			—			704			—					774			—			774			—

Totals			720,342			(17,406	)		702,936		$	14,345					733,104			(19,693	)		713,411		$	17,635

less: Current portion			(17,581	)		—			(17,581	)							(25,164	)		—			(25,164	)

Long-term debt		$	702,761		$	(17,406	)	$	685,355							$	707,940		$	(19,693	)	$	688,247


		Three Months Ended June 30, 2012													Three Months Ended June 30, 2011

		Effective Interest Rate			Cash Interest			Amort. Debt Discount		Amort. Deferred Cost & Other Fees		Total Interest Expense			Effective Interest Rate			Cash Interest			Amort. Debt Discount		Amort. Deferred Cost & Other Fees		Total Interest Expense

Senior notes due 2018	(a)		7.4	%	$	9,797		$	—	$	406	$	10,203			7.1	%	$	9,780		$	—	$	412	$	10,192
Revolver due 2016	(a)		n/a			440			—		157		597			n/a			—			—		149		149
Convert. debt due 2017	(b)		9.2	%		1,000			777		111		1,888			9.2	%		1,000			713		111		1,824
Real estate mortgages	(c)		5.6	%		142			—		22		164			5.2	%		208			—		36		244
ESOP Loans	(d)		3.0	%		177			—		2		179			2.9	%		123			—		17		140
Capital lease - real estate	(e)		5.3	%		136			—		6		142			5.3	%		147			—		6		153
Convert. debt due 2023	(f)		4.0	%		5			—		—		5			4.0	%		5			—		—		5
Term loan due 2013	(g)		3.4	%		164			—		21		185			n/a			—			—		72		72
Revolver due 2012	(g)		n/a			—			—		—		—			n/a			44			—		9		53
Foreign line of credit	(h)		15.0	%		26			—		—		26			3.7	%		34			—		—		34
Foreign term loan	(h)		10.9	%		101			—		8		109			n/a			—			—		—		—
Other long term debt	(k)					25			—		—		25						20			—		—		20
Capitalized interest						(591	)		—		—		(591	)					(317	)		—		—		(317	)

Totals					$	11,422		$	777	$	733	$	12,932					$	11,044		$	713	$	812	$	12,569


		Nine Months Ended June 30, 2012													Nine Months Ended June 30, 2011

		Effective Interest Rate			Cash Interest			Amort. Debt Discount		Amort. Deferred Cost & Other Fees		Total Interest Expense			Effective Interest Rate			Cash Interest			Amort. Debt Discount		Amort. Deferred Cost & Other Fees		Total Interest Expense

Senior notes due 2018	(a)		7.4	%	$	29,391		$	—	$	1,218	$	30,609			7.5	%	$	11,436		$	—	$	458	$	11,894
Revolver due 2016	(a)		n/a			440			—		466		906			n/a			—			—		172		172
Convert. debt due 2017	(b)		9.2	%		3,000			2,286		332		5,618			9.3	%		3,000			2,099		332		5,431
Real estate mortgages	(c)		5.6	%		436			—		65		501			5.6	%		552			—		64		616
ESOP Loans	(d)		3.0	%		532			—		4		536			2.5	%		170			—		50		220
Capital lease - real estate	(e)		5.3	%		417			—		19		436			5.4	%		457			—		19		476
Convert. debt due 2023	(f)		4.0	%		16			—		—		16			4.0	%		16			—		—		16
Term loan due 2013	(g)		4.8	%		691			—		66		757			n/a			—			—		73		73
Revolver due 2012	(g)		n/a			61			—		34		95			n/a			54			—		48		102
Foreign line of credit	(h)		9.8	%		182			—		—		182			3.8	%		42			—		—		42
Foreign term loan	(h)		10.6	%		151			—		7		158			n/a			—			—		—		—
Term loan due 2016	(i)		n/a			—			—		—		—			9.5	%		13,405			572		838		14,815
Asset based loan	(i)		n/a			—			—		—		—			6.2	%		1,076			58		341		1,475
Revolver due 2013	(j)		n/a			—			—		—		—			1.6	%		160			—		79		239
Other long term debt	(k)					708			—		—		708						91			—		—		91
Capitalized interest						(1,522	)		—		—		(1,522	)					(551	)		—		—		(551	)

Totals					$	34,503		$	2,286	$	2,211	$	39,000					$	29,908		$	2,729	$	2,474	$	35,111


	(a)	On March 17, 2011, in an unregistered offering through a private placement under Rule 144A, Griffon issued, at par, $550,000 of 7.125% Senior Notes due in 2018; interest is payable semi-annually. On August 9, 2011, Griffon exchanged all of the Senior Notes for substantially identical Senior Notes registered under the Securities Act of 1933 (“Senior Notes”), via an exchange offer.

		The Senior Notes can be redeemed prior to April 1, 2014 at a price of 100% of principal plus a make-whole premium and accrued interest; on or after April 1, 2014, the Senior Notes can be redeemed at a certain price (declining from 105.344% of principal on or after April 1, 2014 to 100% of principal on or after April 1, 2017), plus accrued interest. Proceeds from the Senior Notes were used to pay down the outstanding borrowings under a senior secured term loan facility and two senior secured revolving credit facilities of certain of the Company’s subsidiaries. The Senior Notes are senior unsecured obligations of Griffon guaranteed by certain domestic subsidiaries, and are subject to certain covenants, limitations and restrictions.

		On March 18, 2011, Griffon entered into a five-year $200,000 Revolving Credit Facility (“Credit Agreement”), which includes a letter of credit sub-facility with a limit of $50,000, a multi-currency sub-facility of $50,000 and a swingline sub-facility with a limit of $30,000. Borrowings under the Credit Agreement may be repaid and re-borrowed at any time, subject to final maturity of the facility or the occurrence of a default or event of default under the Credit Agreement. Interest is payable on borrowings at either a LIBOR or base rate benchmark rate plus an applicable margin, which will adjust based on financial performance. The margins are 1.75% for base rate loans and 2.75% for LIBOR loans, in each case without a floor. The Credit Agreement has certain financial maintenance tests including a maximum total leverage ratio, a maximum senior secured leverage ratio and a minimum interest coverage ratio as well as customary affirmative and negative covenants and events of default. The Credit Agreement also includes certain restrictions, such as limitations on the incurrence of indebtedness and liens and the making of restricted payments and investments. Borrowings under the Credit Agreement are guaranteed by certain domestic subsidiaries and are secured, on a first priority basis, by substantially all assets of the Company and the guarantors.

		At June 30, 2012, there were $21,516 of standby letters of credit outstanding under the Credit Agreement; $178,484 was available for borrowing at that date.


	(b)	On December 21, 2009, Griffon issued $100,000 principal of 4% convertible subordinated notes due 2017 (the “2017 Notes”). The initial conversion rate of the 2017 Notes was 67.0799 shares of Griffon’s common stock per $1,000 principal amount of notes, corresponding to an initial conversion price of $14.91 per share, a 23% conversion premium over the $12.12 closing price on December 15, 2009. When a cash dividend is declared that would result in an adjustment to the conversion ratio of less than 1%, any adjustment to the conversion ratio is deferred until the first to occur of (i) actual conversion, (ii) the 42nd trading day prior to maturity of the notes, and (iii) such time as the cumulative adjustment equals or exceeds 1%. As of September 25, 2012, aggregate dividends of $0.08 per share would result in a cumulative change in the conversion rate of approximately 0.9%. Griffon used 8.75% as the nonconvertible debt-borrowing rate to discount the 2017 Notes and will amortize the debt discount through January 2017. At issuance, the debt component of the 2017 Notes was $75,437 and debt discount was $24,563. At June 30, 2012 and September 30, 2011, the 2017 Notes had a capital in excess of par component, net of tax, of $15,720.

	(c)	On December 20, 2010, Griffon entered into two second lien real estate mortgages to secure new loans totaling $11,834. The loans mature in February 2016, are collateralized by the related properties and are guaranteed by Griffon. The loans bear interest at a rate of LIBOR plus 3% with the option to swap to a fixed rate.

		Griffon has other real estate mortgages, collateralized by real property, which bear interest at 6.3% and mature in 2016. On October 3, 2011, the mortgage at Russia, Ohio was paid in full, on maturity.

	(d)	Griffon’s Employee Stock Ownership Plan (“ESOP”) entered into a loan agreement in August 2010 to borrow $20,000 over a one-year period. The proceeds were used to purchase 1,874,737 shares of Griffon common stock in the open market for $19,973. The loan bears interest at a) LIBOR plus 2.5% or b) the lender’s prime rate, at Griffon’s option. In November 2011, Griffon exercised an option to convert the outstanding loan to a five-year term loan; principal is payable in quarterly installments of $250, beginning December 2011, with a balloon payment of $15,223 due at maturity (November 2016). The loan is secured by shares purchased with the proceeds of the loan, and repayment is guaranteed by Griffon. At June 30, 2012, $19,223 was outstanding.

		In addition, the ESOP has a loan agreement, guaranteed by Griffon, which requires quarterly principal payments of $156 and interest through the extended expiration date of December 2013 at which time the $3,125 balance of the loan, and any outstanding interest, will be payable. The primary purpose of this loan was to purchase 547,605 shares of Griffon’s common stock in October 2008. The loan is secured by shares purchased with the proceeds of the loan, and repayment is guaranteed by Griffon. The loan bears interest at rates based upon the prime rate or LIBOR. At June 30, 2012, $3,906 was outstanding.

	(e)	In October 2006, CBP entered into a capital lease totaling $14,290 for real estate in Troy, Ohio. The lease matures in 2021, bears interest at a fixed rate of 5.1%, is secured by a mortgage on the real estate and is guaranteed by Griffon.

	(f)	At June 30, 2012 and September 30, 2011, Griffon had $532 of 4% convertible subordinated notes due 2023 (the “2023 Notes”) outstanding. Holders of the 2023 Notes may require Griffon to repurchase all or a portion of their 2023 Notes on July 18, 2013 and 2018, if Griffon’s common stock price is below the conversion price of the 2023 Notes, as well as upon a change in control. An adjustment to the conversion rate will be required as the result of payment of a cash dividend only if such adjustment would be greater than 1% (or at such time as the cumulative impact on the conversion rate reaches 1% in the aggregate). As of September 25, 2012, aggregate dividends of $0.08 per share would result in a cumulative change in the conversion rate of approximately 0.9%. At June 30, 2012 and September 30, 2011, the 2023 Notes had no capital in excess of par value component as substantially all of these notes were put to Griffon at par and settled in July 2010.


	(g)	In November 2010, Clopay Europe GMBH (“Clopay Europe”) entered into a €10,000 revolving credit facility and a €20,000 term loan. The facility accrues interest at Euribor plus 2.1% per annum, and the term loan accrues interest at Euribor plus 2.2% per annum. The revolving facility matures in November 2012, but is renewable upon mutual agreement with the bank. In July 2011, the full €20,000 was drawn on the Term Loan, with a portion of the proceeds used to repay borrowings under the revolving credit facility. The term loan is payable in ten equal quarterly installments which began in September 2011, with maturity in December 2013. Under the term loan, Clopay Europe is required to maintain a certain minimum equity to assets ratio and keep leverage below a certain level, defined as the ratio of total debt to EBITDA. At June 30, 2012, there was €1,000 borrowed on the revolving credit with €9,000 available for borrowing.

	(h)	In February 2012, Clopay do Brazil, a subsidiary of Plastics, borrowed $4,000 at a rate of 104.5% of Brazilian CDI. The loan was used to refinance existing loans and is collateralized by accounts receivable and a 50% guaranty by Plastics and is to be repaid in four equal, semi-annual installments of principal plus accrued interest beginning in August 2012. Clopay do Brazil also maintains a line of credit of approximately $1,700. Interest on borrowings accrue at a rate of Brazilian CDI plus 6.0%. At June 30, 2012 there was approximately $1,346 borrowed under the line.

	(i)	In connection with the ATT acquisition, Clopay Ames True Temper Holding Corp. (“Clopay Ames”), a subsidiary of Griffon, entered into a $375,000 secured term Loan (“Term Loan”) and a $125,000 asset based lending agreement (“ABL”).

		On November 30, 2010, Clopay Ames, as required under the Term Loan agreement, entered into an interest rate swap on a notional amount of $200,000 of the Term Loan. The agreement fixed the LIBOR component of the Term Loan interest rate at 2.085% for the notional amount of the swap.

		On March 17, 2011, the Term Loan and swap were terminated, and on March 18, 2011, the ABL was terminated, in connection with the issuance of the Senior Notes and Credit Agreement.

	(j)	In March 2008, Telephonics entered into a credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto, pursuant to which the lenders agreed to provide a five-year, revolving credit facility of $100,000 (the “TCA”). The TCA terminated in connection with the Credit Agreement.

	(k)	Includes capital leases.

At June 30, 2012, Griffon and its subsidiaries were in compliance with the terms and covenants of its credit and loan agreements.

During the second quarter of 2011, in connection with the termination of the Term Loan, ABL and Telephonics credit agreement, Griffon recorded a $26,164 loss on extinguishment of debt consisting of $21,617 of deferred financing charges and original issuer discounts, a call premium of $3,703 on the Term Loan, and $844 of swap and other breakage costs.

NOTE 9 — SHAREHOLDERS’ EQUITY

During the first, second and third quarters of 2012, the Board of Directors approved three quarterly cash dividends of $0.02 per common share, which were paid on December 27, 2011, March 27, 2012 and June 26, 2012, to holders of common stock as of close of business on November 29, 2011, February 28, 2012 and May 29, 2012, respectively. $1,190 and $3,564 was recorded to retained earnings for the dividend for the three and nine months ended June 30, 2012, respectively. Dividends paid on allocated shares in the ESOP were used to pay down the ESOP loan and were recorded as a reduction in expense. A dividend payable was established for the holders of restricted shares; such payable will be released upon vesting of the underlying restricted shares.

On August 2, 2012, the Board of Directors declared a fourth quarterly cash dividend of $0.02 per share, payable on September 25, 2012 to shareholders of record as of the close of business on August 28, 2012.

Griffon expenses the fair value of equity compensation grants over the related vesting period. Compensation cost related to stock-based awards with graded vesting are amortized using the straight-line attribution method.

In February 2011, shareholders approved the Griffon Corporation 2011 Equity Incentive Plan (“Incentive Plan”) under which awards of performance shares, performance units, stock options, stock appreciation rights, restricted shares, deferred shares and other stock-based awards may be granted. Options granted under the Incentive Plan may be either “incentive stock options” or nonqualified stock options, generally expire ten years after the date of grant and must be granted at an exercise price of not less than 100% of the fair market value at the date of grant. The maximum number of shares of common stock available for award under the Incentive Plan is 3,000,000 (600,000 of which may be issued as incentive stock options) plus any shares underlying awards outstanding on the effective date of the Incentive Plan under the 2006 Incentive Plan that are subsequently cancelled or forfeited. As of June 30, 2012, 1,770,509 shares were available for grant.

All grants outstanding under the Griffon Corporation 2001 Stock Option Plan, 2006 Equity Incentive Plan and Outside Director Stock Award Plan will continue under their terms; no additional awards will be granted under such plans.

During the first quarter of 2012, Griffon granted 309,500 restricted shares with three-year cliff vesting, 191,000 of which are also subject to certain performance conditions, with a total fair value of $2,881, or a weighted average fair value of $9.31 per share.

During the second quarter of 2012, Griffon granted 110,000 restricted shares, 82,500 of which are three-year cliff vesting and 27,500 of which vest equally over 3 years; 37,500 of the 110,000 shares are subject to certain performance conditions. The total fair value of these grants is $1,119, or a weighted average fair value of $9.83 per share.

During the third quarter of 2012, Griffon granted 2,000 restricted shares with three-year cliff vesting. The total fair value of these grants is $19, or a weighted average fair value of $9.33 per share.

During the second quarter of 2011, Griffon granted 590,000 performance shares. Prior to the change in the terms of the grant, the performance shares had a fair value of $7,346, or a weighted average fair value of $12.45 per share, and cliff vested when either Griffon’s common stock closed at or above $16 per share for twenty consecutive trading days or 7 years from the date of grant, whichever came first. In January 2012, the terms of the grant were modified such that the price of Griffon common stock must close at or above $16 per share for thirty consecutive trading days on or prior to January 10, 2016 in order for the shares to vest; otherwise, the shares will be forfeited. The unamortized portion of the original fair value of approximately $6,400 will be expensed over the new service period of 32 months beginning January 2012.

For the three and nine months ended June 30, 2012, stock based compensation expense totaled $2,691 and $7,599, respectively. For the three and nine months ended June 30, 2011, stock based compensation expense totaled $2,120 and $6,767, respectively.

In August 2011, Griffon’s Board of Directors authorized the repurchase of up to $50,000 of Griffon’s outstanding common stock. Under this repurchase program, the Company may, from time to time, purchase shares of its common stock, depending upon market conditions, in open market or privately negotiated transactions, including pursuant to a 10b5-1 plan. In the first quarter of 2012, Griffon purchased 283,400 shares of common stock, for a total of $2,351, or $8.29 per share. In the third quarter of 2012, Griffon purchased 417,667 shares of common stock, for a total of $3,320, or $7.95 per share; in total, Griffon has purchased 866,446 shares of common stock, for a total of $6,980, or $8.06 per share, under this repurchase program. $43,020 remains under the $50,000 authorization. Subsequent to June 30, 2012, Griffon purchased 66,199 shares of common stock, for a total of $560, or $8.47 per share.

NOTE 10 – EARNINGS PER SHARE (EPS)

Basic EPS was calculated by dividing income available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted EPS was calculated by dividing income available to common shareholders by the weighted average number of shares of common stock outstanding plus additional common shares that could be issued in connection with stock based compensation. The 2023 Notes and the 2017 Notes were anti-dilutive due to the conversion price being greater than the weighted-average stock price during the periods presented. Due to the net loss during the nine months ended June 30, 2011, the incremental shares from stock based compensation are anti-dilutive.

The following table is a reconciliation of the share amounts (in thousands) used in computing earnings per share:


	Three Months Ended June 30,				Nine Months Ended June 30,

	2012		2011		2012		2011

Weighted average shares outstanding - basic		56,034		59,606		56,032		59,387
Incremental shares from stock based compensation		1,461		919		1,279		—

Weighted average shares outstanding - diluted		57,495		60,525		57,311		59,387


Anti-dilutive options excluded from diluted EPS computation		963		1,200		1,202		1,200

Anti-dilutive restricted stock excluded from diluted EPS computation		—		850		—		850

Griffon has the intent and ability to settle the principal amount of the 2017 Notes in cash, as such, the potential issuance of shares related to the principal amount of the 2017 Notes does not affect diluted shares.

NOTE 11 – BUSINESS SEGMENTS

Griffon’s reportable business segments are as follows:


	•	HBP is a leading manufacturer and marketer of residential, commercial and industrial garage doors to professional installing dealers and major home center retail chains, as well as a global provider of non-powered landscaping products that make work easier for homeowners and professionals.

	•	Telephonics develops, designs and manufactures high-technology integrated information, communication and sensor system solutions to military and commercial markets worldwide.

	•	Plastics is an international leader in the development and production of embossed, laminated and printed specialty plastic films used in a variety of hygienic, health-care and industrial applications.

Griffon evaluates performance and allocates resources based on each segments’ operating results before interest income or expense, income taxes, depreciation and amortization, gain (losses) from debt extinguishment, unallocated amounts, restructuring charges and costs related to the fair value of inventory for acquisitions. Griffon believes this information is useful to investors. The following tables provide a reconciliation of Segment profit and Segment profit before depreciation, amortization, restructuring and fair value write-up of acquired inventory sold and acquisition costs to Income before taxes and discontinued operations:


	For the Three Months Ended June 30,						For the Nine Months Ended June 30,

	2012			2011			2012			2011

REVENUE
Home & Building Products:
ATT	$	130,311		$	114,144		$	362,374		$	353,985
CBP		106,910			100,099			309,825			290,840

Home & Building Products		237,221			214,243			672,199			644,825
Telephonics		101,116			103,530			319,621			315,334
Plastics		141,909			137,509			421,889			385,654

Total consolidated net sales	$	480,246		$	455,282		$	1,413,709		$	1,345,813


	For the Three Months Ended June 30,						For the Nine Months Ended June 30,

	2012			2011			2012			2011

INCOME (LOSS) BEFORE TAXES
Segment operating profit (loss):
Home & Building Products	$	17,482		$	13,512		$	35,412		$	18,820
Telephonics		14,113			9,725			40,171			31,643
Plastics		3,506			(305	)		7,879			9,007

Total segment operating profit		35,101			22,932			83,462			59,470
Unallocated amounts		(7,253	)		(7,781	)		(20,041	)		(19,468	)
Loss from debt extinguishment, net		—			—			—			(26,164	)
Net interest expense		(12,855	)		(12,463	)		(38,775	)		(34,839	)

Income (loss) before taxes	$	14,993		$	2,688		$	24,646		$	(21,001	)


Segment profit before depreciation, amortization, restructuring, fair value write-up of acquired inventory sold and acquisition costs:
Home & Building Products	$	25,831		$	22,487		$	59,434		$	59,640
Telephonics		15,886			12,122			46,912			37,457
Plastics		10,117			6,048			27,462			27,065

Total Segment profit before depreciation, amortization, restructuring, fair value write-up of acquired inventory sold and acquisition costs		51,834			40,657			133,808			124,162
Unallocated amounts, less acquisition costs		(7,253	)		(7,781	)		(20,041	)		(19,468	)
Loss from debt extinguishment, net		—			—			—			(26,164	)
Net interest expense		(12,855	)		(12,463	)		(38,775	)		(34,839	)
Segment depreciation and amortization		(16,733	)		(15,607	)		(48,373	)		(44,817	)
Restructuring charges		—			(2,118	)		(1,795	)		(4,723	)
Fair value write-up of acquired inventory sold		—			—			—			(15,152	)
Acquisition costs		—			—			(178	)		—

Income (loss) before taxes	$	14,993		$	2,688		$	24,646		$	(21,001	)

Unallocated amounts typically include general corporate expenses not attributable to a reportable segment.


	For the Three Months Ended June 30,				For the Nine Months Ended June 30,

	2012		2011		2012		2011

DEPRECIATION and AMORTIZATION
Segment:
Home & Building Products	$	8,349	$	7,460	$	23,571	$	21,548
Telephonics		1,773		1,794		5,219		5,211
Plastics		6,611		6,353		19,583		18,058

Total segment depreciation and amortization		16,733		15,607		48,373		44,817
Corporate		99		93		295		261

Total consolidated depreciation and amortization	$	16,832	$	15,700	$	48,668	$	45,078

CAPITAL EXPENDITURES
Segment:
Home & Building Products	$	5,974	$	4,855	$	20,547	$	18,630
Telephonics		4,462		3,854		8,246		5,992
Plastics		7,037		14,415		28,811		40,031

Total segment		17,473		23,124		57,604		64,653
Corporate		17		113		91		321

Total consolidated capital expenditures	$	17,490	$	23,237	$	57,695	$	64,974


					At June 30, 2012		At September 30, 2011

ASSETS
Segment assets:
Home & Building Products					$	963,998	$	972,714
Telephonics						253,709		288,968
Plastics						425,447		450,452

Total segment assets						1,643,154		1,712,134
Corporate						149,455		148,064

Total continuing assets						1,792,609		1,860,198
Assets of discontinued operations						4,277		5,056

Consolidated total					$	1,796,886	$	1,865,254

NOTE 12 – COMPREHENSIVE INCOME

Comprehensive income (loss) was as follows:


	Three Months Ended June 30,					Nine Months Ended June 30,

	2012			2011		2012			2011

Net income (loss)	$	9,048		$	4,872	$	13,563		$	(10,809	)

Foreign currency translation adjustment		(18,527	)		8,664		(13,479	)		25,130
Pension other comprehensive income amortization, net of tax		523			426		1,562			1,277

Comprehensive income (loss)	$	(8,956	)	$	13,962	$	1,646		$	15,598

NOTE 13 – DEFINED BENEFIT PENSION EXPENSE

Defined benefit pension expense was as follows:


	Three Months Ended June 30,						Nine Months Ended June 30,

	2012			2011			2012			2011

Service cost	$	46		$	88		$	150		$	263
Interest cost		2,652			2,792			7,988			8,370
Expected return on plan assets		(2,918	)		(2,843	)		(8,782	)		(8,524	)
Amortization:
Prior service cost		84			84			252			252
Recognized actuarial loss		718			571			2,154			1,713

Net periodic expense	$	582		$	692		$	1,762		$	2,074

Effective January 1, 2012, the Clopay Pension Plan merged with the Ames True Temper Inc. Pension Plan. The merged Pension Plan was renamed the Clopay Ames True Temper Plan.

NOTE 14 – RECENT ACCOUNTING PRONOUNCEMENTS

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 15 – DISCONTINUED OPERATIONS

The following amounts related to the Installation Services segment, discontinued in 2008, have been segregated from Griffon’s continuing operations and are reported as assets and liabilities of discontinued operations in the condensed consolidated balance sheets:


	At June 30, 2012		At September 30, 2011

Assets of discontinued operations:
Prepaid and other current assets	$	1,303	$	1,381
Other long-term assets		2,974		3,675

Total assets of discontinued operations	$	4,277	$	5,056


Liabilities of discontinued operations:
Accrued liabilities, current	$	3,077	$	3,794
Other long-term liabilities		4,033		5,786

Total liabilities of discontinued operations	$	7,110	$	9,580

There was no Installation Services’ operating unit revenue or income for the three and nine months ended June 30, 2012 or 2011.

NOTE 16 – RESTRUCTURING AND OTHER RELATED CHARGES

In June 2009, Griffon announced plans to consolidate facilities in CBP. These actions were completed in 2011, consistent with the plan. In completing the consolidation plan, CBP incurred total pre-tax exit and restructuring costs approximating $9,031, substantially all of which was cash charges; charges include $1,160 for one-time termination benefits and other personnel costs, $210 for excess facilities and related costs, and $7,661 for other exit costs, primarily in connection with production realignment, and had $10,365 of capital expenditures. The restructuring costs in the three and nine months ended June 30, 2011 were $955 and $3,437, respectively.

ATT recognized nil and $273, respectively, for the three and nine months ended June 30, 2012, and $560 and $683, respectively, for the three and nine months ended June 30, 2011, in restructuring and other related charges, primarily related to a facility and related one-time termination costs.

In the first quarter of 2012, Telephonics recognized $1,522 of restructuring and other related charges, primarily for one-time termination benefits and other personnel costs in conjunction with changes to its organizational structure. In the prior year quarter, Telephonics recognized $603 of restructuring and other related charges related to costs incurred in connection with the consolidation of the management of its Electronic Systems and Communications Systems operating units; such charges were all personnel related.

A summary of the restructuring and other related charges included in the line item “Restructuring and other related charges” in the Consolidated Statements of Operations recognized was as follows:


	Workforce Reduction		Facilities & Exit Costs		Other Related Costs		Total

Amounts incurred in:
Quarter ended December 31, 2010	$	239	$	791	$	363	$	1,393
Quarter ended March 31, 2011		61		470		681		1,212
Quarter ended June 30, 2011		1,134		450		534		2,118

Nine months ended June 30, 2011	$	1,434	$	1,711	$	1,578	$	4,723


Quarter ended December 31, 2011	$	1,538	$	257	$	—	$	1,795
Quarter ended March 31, 2012		—		—		—		—
Quarter ended June 30, 2012		—		—		—		—

Nine months ended June 30, 2012	$	1,538	$	257	$	—	$	1,795

At June 30, 2012, the accrued liability for the restructuring and related charges consisted of:


	Workforce Reduction			Facilities & Exit Costs			Other Related Costs		Total


Accrued liability at September 30, 2011	$	2,657		$	—		$	—	$	2,657
Charges		1,538			257			—		1,795
Payments		(3,205	)		(235	)		—		(3,440	)

Accrued liability at June 30, 2012	$	990		$	22		$	—	$	1,012

NOTE 17 – OTHER INCOME

For the quarters ended June 30, 2012 and 2011, Other income included net foreign exchange gain (loss) of ($707) and $24, respectively, and $38 and $311, respectively, of investment expense.

For the nine months ended June 30, 2012 and 2011, Other income included net foreign exchange loss of $1,375 and $3, respectively, and $134 and $996, respectively, of investment income.

NOTE 18 – WARRANTY LIABILITY

Telephonics offers warranties against product defects for periods generally ranging from one to two years, depending on the specific product and terms of the customer purchase agreement. Typical warranties require Telephonics to repair or replace the defective products during the warranty period at no cost to the customer. At the time revenue is recognized, Griffon records a liability for warranty costs, estimated based on historical experience and periodically assesses its warranty obligations and adjusts the liability as necessary. ATT offers an express limited warranty for a period of ninety days on all products unless otherwise stated on the product or packaging from the date of original purchase.

Changes in Griffon’s warranty liability, included in Accrued liabilities, were as follows:


	Three Months Ended June 30,						Nine Months Ended June 30,

	2012			2011			2012			2011

Balance, beginning of period	$	10,356		$	6,513		$	7,963		$	6,719
Warranties issued and charges in estimated pre-existing warranties		579			1,154			5,525			2,830
Actual warranty costs incurred		(1,174	)		(988	)		(3,727	)		(2,870	)

Balance, end of period	$	9,761		$	6,679		$	9,761		$	6,679

NOTE 19 — COMMITMENTS AND CONTINGENCIES

Legal and environmental
Department of Environmental Conservation of New York State (“DEC”), with ISC Properties, Inc. Lightron Corporation (“Lightron”), a wholly-owned subsidiary of Griffon, once conducted operations at a location in Peekskill in the Town of Cortlandt, New York (the “Peekskill Site”) owned by ISC Properties, Inc. (“ISC”), a wholly-owned subsidiary of Griffon. ISC sold the Peekskill Site in November 1982.

Subsequently, Griffon was advised by the DEC that random sampling at the Peekskill Site and in a creek near the Peekskill Site indicated concentrations of solvents and other chemicals common to Lightron’s prior plating operations. ISC then entered into a consent order with the DEC in 1996 (the “Consent Order”) to perform a remedial investigation and prepare a feasibility study. After completing the initial remedial investigation pursuant to the Consent Order, ISC was required by the DEC, and did conduct accordingly over the next several years, supplemental remedial investigations, including soil vapor investigations, under the Consent Order.

In April 2009, the DEC advised ISC’s representatives that both the DEC and the New York State Department of Health had reviewed and accepted an August 2007 Remedial Investigation Report and an Additional Data Collection Summary Report dated January 30, 2009. With the acceptance of these reports, ISC completed the remedial investigation required under the Consent Order and was authorized, accordingly, by the DEC to conduct the Feasibility Study required by the Consent Order. Pursuant to the requirements of the Consent Order and its obligations thereunder, ISC, without acknowledging any responsibility to perform any remediation at the Site, submitted to the DEC in August 2009, a draft feasibility study which recommended for the soil, groundwater and sediment medias, remediation alternatives having a current net capital cost value, in the aggregate, of approximately $5,000. In February 2011, DEC advised ISC it has accepted and approved the feasibility study. Accordingly, ISC has no further obligations under the consent order.

Upon acceptance of the feasibility study, DEC issued a Proposed Remedial Action Plan (“PRAP”) that sets forth the proposed remedy for the site. The PRAP accepted the recommendation contained in the feasibility study for remediation of the soil and groundwater medias, but selected a different remediation alternative for the sediment medium. The approximate cost and the current net capital cost value of the remedy proposed by DEC in the PRAP is approximately $10,000. After receiving public comments on the PRAP, the DEC issued a Record of Decision (“ROD”) that set forth the specific remedies selected and responded to public comments. The remedies selected by the DEC in the ROD are the same remedies as those set forth in the PRAP.

It is now expected that DEC will enter into negotiations with potentially responsible parties to request they undertake performance of the remedies selected in the ROD, and if such parties do not agree to implement such remedies, then the State may use State Superfund money to remediate the Peekskill site and seek recovery of costs from such parties. Griffon does not acknowledge any responsibility to perform any remediation at the Peekskill Site.

Improper Advertisement Claim involving UnionTools Products. Since December 2004, a customer of ATT has been named in various litigation matters relating to certain UnionTools products. The plaintiffs in those litigation matters have asserted causes of action against the customer of ATT for improper advertisement to end consumers. The allegations suggest that advertisements led the consumers to believe that Union Tools’ hand tools were wholly manufactured within boundaries of the United States. The complaints assert various causes of action against the customer of ATT under federal and state law, including common law fraud. At some point, likely once the litigation against the customer of ATT ends, the customer may seek indemnity (including recovery of its legal fees and costs) against ATT for an unspecified amount. Presently, ATT cannot estimate the amount of loss, if any, if the customer were to seek legal recourse against ATT.

Department of Environmental Conservation of New York State, regarding Frankfort, NY site. During fiscal 2009, an underground fuel tank with surrounding soil contamination was discovered at the Frankfort, N.Y. site which is the result of historical facility operations prior to ATT’s ownership. While ATT was actively working with the DEC and the New York State Department of Health to define remediation requirements relative to the underground fuel tank, the DEC took the position that ATT was responsible to remediate other types of contamination on the site. After negotiations with the DEC, on August 15, 2011, ATT executed an Order on Consent with the DEC. The Order is without admission or finding of liability or acknowledgement that there has been a release of hazardous substances at the site. Importantly, the Order does not waive any rights that ATT has under a 1991 Consent Judgment entered into between the DEC and a predecessor of ATT relating to the site. The Order requires that ATT identify Areas of Concern at the site, and formulate a strategy to investigate and remedy both on and off site conditions in compliance with applicable environmental law. At the conclusion of the remedy phase of the remediation to the satisfaction of the DEC, the DEC will issue a Certificate of Completion. On September 26, 2011 ATT submitted a Records Search Report to DEC and on October 24, 2011 filed the draft Remedial Investigation Work Plan (“RIWP”) completing the first two steps under the Order. DEC responded to ATT’s draft work plan and requested that ATT submit an amended work plan reflecting certain changes. On June 1, 2012, ATT submitted to DEC a revised RIWP and Proposed Interim Remedial Measure Work Plan (“IRM”) for the demolition of various buildings at the site. DEC is currently reviewing both submissions.

U.S. Government investigations and claims

Defense contracts and subcontracts, including Griffon’s contracts and subcontracts, are subject to audit and review by various agencies and instrumentalities of the United States government, including, among others, the Defense Contract Audit Agency (“DCAA”) and the Department of Justice, which has responsibility for asserting claims on behalf of the U.S. government. In addition to ongoing audits, pursuant to an administrative subpoena Griffon is currently providing information to the U.S. Department of Defense Office of the Inspector General. No claim has been asserted against Griffon, and Griffon is unaware of any material financial exposure in connection with the Inspector General’s inquiry.

In general, departments and agencies of the U.S. Government have the authority to investigate various transactions and operations of Griffon, and the results of such investigations may lead to administrative, civil or criminal proceedings, the ultimate outcome of which could be fines, penalties, repayments or compensatory or treble damages. U.S. Government regulations provide that certain findings against a contractor may lead to suspension or debarment from future U.S. Government contracts or the loss of export privileges for a company or an operating division or subdivision. Suspension or debarment could have material adverse effect on Telephonics because of its reliance on government contracts.

General legal

Griffon is a party to legal proceedings arising in the ordinary course of business and is subject to various laws and regulations relating to the protection of the environment. Management believes, based on facts presently known to it, that the resolution of the matters above and such other matters will not have a material adverse effect on Griffon’s consolidated financial position, results of operations or cash flows.

NOTE 20 — CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION

Griffon’s Senior Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by the domestic assets of Clopay Building Products Company, Inc., Clopay Plastic Products Company, Inc., Telephonics Corporation, Ames True Temper, Inc. and ATT Southern, Inc. In accordance with Rule 3-10 of Regulation S-X promulgated under the Securities Act of 1933, presented below are condensed consolidating financial information as of June 30, 2012 and September 30, 2011 and for the three and nine months ended June 30, 2012 and 2011. The financial information may not necessarily be indicative of results of operations or financial position had the guarantor companies or non-guarantor companies operated as independent entities. The guarantor companies and the non-guarantor companies include the consolidated financial results of their wholly-owned subsidiaries accounted for under the equity method. On June 29, 2012, ATT Southern, Inc. was added as a guarantor. On June 30, 2012, to allocate debt related to operations, three guarantors entered into intercompany debt agreements with a non-guarantor to borrow a total of $491,372.

CONDENSED CONSOLIDATING BALANCE SHEETS
At June 30, 2012


($ in thousands)	Parent Company		Guarantor Companies		Non- Guarantor Companies		Elimination			Consolidation


CURRENT ASSETS
Cash and equivalents	$	103,616	$	26,554	$	41,742	$	—		$	171,912
Accounts receivable, net of allowances		—		206,645		79,198		(23,989	)		261,854
Contract costs and recognized income not yet billed, net of progress payments		—		62,831		2,706		—			65,537
Inventories, net		—		200,239		69,639		—			269,878
Prepaid and other current assets		3,705		25,861		17,934		2,397			49,897
Assets of discontinued operations		—		—		1,303		—			1,303

Total Current Assets		107,321		522,130		212,522		(21,592	)		820,381

PROPERTY, PLANT AND EQUIPMENT, net		1,248		243,476		112,903		—			357,627
GOODWILL		—		288,147		69,769		—			357,916
INTANGIBLE ASSETS, net		—		165,704		64,472		—			230,176
INTERCOMPANY RECEIVABLE		529,568		644,257		578,408		(1,752,233	)		—
EQUITY INVESTMENTS IN SUBSIDIARIES		2,183,293		564,451		2,653,970		(5,401,714	)		—
OTHER ASSETS		49,644		57,219		8,147		(87,198	)		27,812
ASSETS OF DISCONTINUED OPERATIONS		—		—		2,974		—			2,974

Total Assets	$	2,871,074	$	2,485,384	$	3,703,165	$	(7,262,737	)	$	1,796,886


CURRENT LIABILITIES
Notes payable and current portion of long-term debt	$	1,624	$	1,022	$	14,935	$	—		$	17,581
Accounts payable and accrued liabilities		38,737		160,731		62,403		(21,592	)		240,279
Liabilities of discontinued operations		—		—		3,077		—			3,077

Total Current Liabilities		40,361		161,753		80,415		(21,592	)		260,937

LONG-TERM DEBT, net of debt discounts		654,630		10,042		20,683		—			685,355
INTERCOMPANY PAYABLES		—		605,308		1,146,925		(1,752,233	)		—
OTHER LIABILITIES		74,335		181,013		25,373		(87,198	)		193,523
LIABILITIES OF DISCONTINUED OPERATIONS		—		—		4,033		—			4,033

Total Liabilities		769,326		958,116		1,277,429		(1,861,023	)		1,143,848

SHAREHOLDERS’ EQUITY		2,101,748		1,527,268		2,425,736		(5,401,714	)		653,038

Total Liabilities and Shareholders’ Equity	$	2,871,074	$	2,485,384	$	3,703,165	$	(7,262,737	)	$	1,796,886

CONDENSED CONSOLIDATING BALANCE SHEETS
At September 30, 2011


($ in thousands)	Parent Company		Guarantor Companies		Non- Guarantor Companies		Elimination			Consolidation


CURRENT ASSETS
Cash and equivalents	$	178,448	$	15,164	$	49,417	$	—		$	243,029
Accounts receivable, net of allowances		—		190,986		76,485		—			267,471
Contract costs and recognized income not yet billed, net of progress payments		—		73,755		982		—			74,737
Inventories, net		—		194,355		69,454		—			263,809
Prepaid and other current assets		1,839		40,436		1,913		4,640			48,828
Assets of discontinued operations		—		—		1,381		—			1,381

Total Current Assets		180,287		514,696		199,632		4,640			899,255

PROPERTY, PLANT AND EQUIPMENT, net		1,402		224,193		124,455		—			350,050
GOODWILL		—		283,491		74,397		—			357,888
INTANGIBLE ASSETS, net		—		155,242		67,947		—			223,189
INTERCOMPANY RECEIVABLE		449,112		278,344		98,953		(826,409	)		—
EQUITY INVESTMENTS IN SUBSIDIARIES		2,844,527		746,686		2,397,258		(5,988,471	)		—
OTHER ASSETS		54,354		49,771		14,270		(87,198	)		31,197
ASSETS OF DISCONTINUED OPERATIONS		—		—		3,675		—			3,675

Total Assets	$	3,529,682	$	2,252,423	$	2,980,587	$	(6,897,438	)	$	1,865,254


CURRENT LIABILITIES
Notes payable and current portion of long-term debt	$	5,375	$	4,350	$	15,439	$	—		$	25,164
Accounts payable and accrued liabilities		36,765		199,742		44,774		4,640			285,921
Liabilities of discontinued operations		—		—		3,794		—			3,794

Total Current Liabilities		42,140		204,092		64,007		4,640			314,879

LONG-TERM DEBT, net of debt discounts		649,812		10,794		27,641		—			688,247
INTERCOMPANY PAYABLES		—		89,198		737,211		(826,409	)		—
OTHER LIABILITIES		79,655		172,203		39,774		(87,198	)		204,434
LIABILITIES OF DISCONTINUED OPERATIONS		—		—		5,786		—			5,786

Total Liabilities		771,607		476,287		874,419		(908,967	)		1,213,346

SHAREHOLDERS’ EQUITY		2,758,075		1,776,136		2,106,168		(5,988,471	)		651,908

Total Liabilities and Shareholders’ Equity	$	3,529,682	$	2,252,423	$	2,980,587	$	(6,897,438	)	$	1,865,254

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
Three Months Ended June 30, 2012


($ in thousands)	Parent Company			Guarantor Companies			Non- Guarantor Companies			Elimination			Consolidation


Revenue	$	—		$	375,836		$	120,457		$	(16,047	)	$	480,246
Cost of goods and services		—			270,653			104,030			(10,082	)		364,601

Gross profit		—			105,183			16,427			(5,965	)		115,645

Selling, general and administrative expenses		5,420			72,300			15,405			(5,682	)		87,443

Total operating expenses		5,420			72,300			15,405			(5,682	)		87,443

Income (loss) from operations		(5,420	)		32,883			1,022			(283	)		28,202

Other income (expense)
Interest income (expense), net		(3,801	)		(6,094	)		(2,960	)		—			(12,855	)
Other, net		(40	)		2,761			(2,613	)		(462	)		(354	)

Total other income (expense)		(3,841	)		(3,333	)		(5,573	)		(462	)		(13,209	)


Income (loss) before taxes		(9,261	)		29,550			(4,551	)		(745	)		14,993
Provision (benefit) for income taxes		(4,824	)		10,604			165			—			5,945

Income (loss) before equity in net income of subsidiaries		(4,437	)		18,946			(4,716	)		(745	)		9,048
Equity in net income (loss) of subsidiaries		14,231			(4,694	)		18,947			(28,484	)		—

Net income (loss)	$	9,794		$	14,252		$	14,231		$	(29,229	)	$	9,048

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
For the Three Months Ended June 30, 2011


($ in thousands)	Parent Company			Guarantor Companies			Non- Guarantor Companies			Elimination			Consolidation


Revenue	$	—		$	344,229		$	121,993		$	(10,940	)	$	455,282
Cost of goods and services		—			255,237			112,185			(11,309	)		356,113

Gross profit		—			88,992			9,808			369			99,169

Selling, general and administrative expenses		6,285			62,190			13,663			(93	)		82,045
Restructuring and other related charges		—			2,016			102			—			2,118

Total operating expenses		6,285			64,206			13,765			(93	)		84,163

Income (loss) from operations		(6,285	)		24,786			(3,957	)		462			15,006

Other income (expense)
Interest income (expense), net		(3,600	)		2,667			(11,530	)		—			(12,463	)
Other, net		(1,349	)		7,139			(5,706	)		61			145

Total other income (expense)		(4,949	)		9,806			(17,236	)		61			(12,318	)


Income (loss) before taxes		(11,234	)		34,592			(21,193	)		523			2,688
Provision (benefit) for income taxes		(8,708	)		10,254			(3,730	)		—			(2,184	)

Income (loss) before equity in net income of subsidiaries		(2,526	)		24,338			(17,463	)		523			4,872
Equity in net income of subsidiaries		6,875			(12,237	)		24,338			(18,976	)		—

Net income (loss)	$	4,349		$	12,101		$	6,875		$	(18,453	)	$	4,872

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
Nine Months Ended June 30, 2012


($ in thousands)	Parent Company			Guarantor Companies			Non- Guarantor Companies			Elimination			Consolidation


Revenue	$	—		$	1,077,454		$	379,617		$	(43,362	)	$	1,413,709
Cost of goods and services		—			804,521			325,917			(37,883	)		1,092,555

Gross profit		—			272,933			53,700			(5,479	)		321,154

Selling, general and administrative expenses		14,665			200,474			47,389			(5,867	)		256,661
Restructuring and other related charges		—			1,779			16			—			1,795

Total operating expenses		14,665			202,253			47,405			(5,867	)		258,456

Income (loss) from operations		(14,665	)		70,680			6,295			388			62,698

Other income (expense)
Interest income (expense), net		(10,545	)		(18,156	)		(10,074	)		—			(38,775	)
Other, net		135			8,350			(6,376	)		(1,386	)		723

Total other income (expense)		(10,410	)		(9,806	)		(16,450	)		(1,386	)		(38,052	)


Income (loss) before taxes		(25,075	)		60,874			(10,155	)		(998	)		24,646
Provision (benefit) for income taxes		(12,583	)		23,401			265			—			11,083

Income (loss) before equity in net income of subsidiaries		(12,492	)		37,473			(10,420	)		(998	)		13,563
Equity in net income (loss) of subsidiaries		27,053			(10,296	)		37,473			(54,230	)		—

Net income (loss)	$	14,561		$	27,177		$	27,053		$	(55,228	)	$	13,563

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
For the Nine Months Ended June 30, 2011


($ in thousands)	Parent Company			Guarantor Companies			Non- Guarantor Companies			Elimination			Consolidation


Revenue	$	—		$	1,013,130		$	361,365		$	(28,682	)	$	1,345,813
Cost of goods and services		—			778,650			308,669			(29,677	)		1,057,642

Gross profit		—			234,480			52,696			995			288,171

Selling, general and administrative expenses		16,848			187,151			43,103			(249	)		246,853
Restructuring and other related charges		—			4,498			225			—			4,723

Total operating expenses		16,848			191,649			43,328			(249	)		251,576

Income (loss) from operations		(16,848	)		42,831			9,368			1,244			36,595

Other income (expense)
Interest income (expense), net		(8,997	)		4,366			(30,208	)		—			(34,839	)
Loss from debt extinguishment, net		—			(397	)		(25,767	)		—			(26,164	)
Other, net		(42	)		4,908			(738	)		(721	)		3,407

Total other income (expense)		(9,039	)		8,877			(56,713	)		(721	)		(57,596	)


Income (loss) before taxes		(25,887	)		51,708			(47,345	)		523			(21,001	)
Provision (benefit) for income taxes		(14,594	)		21,471			(17,069	)		—			(10,192	)

Income (loss) before equity in net income of subsidiaries		(11,293	)		30,237			(30,276	)		523			(10,809	)
Equity in net income (loss) of subsidiaries		(39	)		2,122			30,237			(32,320	)		—

Net income (loss)	$	(11,332	)	$	32,359		$	(39	)	$	(31,797	)	$	(10,809	)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Nine Months Ended June 30, 2012


($ in thousands)	Parent Company			Guarantor Companies			Non- Guarantor Companies			Elimination			Consolidation

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	14,561		$	27,177		$	27,053		$	(55,228	)	$	13,563

Net cash provided by (used in) operating activities		(52,122	)		48,597			33,874			(2	)		30,347

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, plant and equipment		(91	)		(51,582	)		(6,022	)		—			(57,695	)
Acquired business, net of cash acquired		—			(22,432	)		—			—			(22,432	)
Intercompany distributions		10,000			(10,000	)		—			—			—
Proceeds from sale of investment		—			183			98			—			281

Net cash provided by (used in) investing activities		9,909			(83,831	)		(5,924	)		—			(79,846	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of shares for treasury		(5,670	)		—			—			—			(5,670	)
Proceeds from issuance of long-term debt		—			491,372			4,000			(491,372	)		4,000
Payments of long-term debt		(1,219	)		(4,101	)		(9,243	)		—			(14,563	)
Decrease in short-term borrowings		—			—			(1,262	)		—			(1,262	)
Intercompany debt		(23,000	)		—			(468,372	)		491,372			—
Financing costs		(65	)		—			(32	)		—			(97	)
Tax effect from exercise/vesting of equity awards, net		834			—			—			—			834
Dividend		(3,564	)		(219,516	)		219,516			—			(3,564	)
Other, net		67			(221,132	)		221,132			—			67

Net cash provided by (used in) financing activities		(32,617	)		46,623			(34,261	)		—			(20,255	)

CASH FLOWS FROM DISCONTINUED OPERATIONS:
Net cash used in operating activities		—			—			(1,690	)		—			(1,690	)

Net cash used in discontinued operations		—			—			(1,690	)		—			(1,690	)

Effect of exchange rate changes on cash and equivalents		—			—			325			2			327


NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS		(74,830	)		11,389			(7,676	)		—			(71,117	)
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD		178,448			15,164			49,417			—			243,029

CASH AND EQUIVALENTS AT END OF PERIOD	$	103,618		$	26,553		$	41,741		$	—		$	171,912

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Nine Months Ended June 30, 2011


($ in thousands)	Parent Company			Guarantor Companies			Non- Guarantor Companies			Elimination			Consolidation

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(11,332	)	$	32,359		$	(39	)	$	(31,797	)	$	(10,809	)

Net cash provided by (used in) operating activities		21,279			35,824			(44,048	)		—			13,055

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, plant and equipment		(321	)		(36,400	)		(28,253	)		—			(64,974	)
Acquired business, net of cash acquired		—			(1,066	)		211			—			(855	)
Intercompany distributions		10,000			(10,000	)		—			—			—
Funds restricted for capital projects		—			3,875			—			—			3,875
Proceeds from sale of investment		—			—			1,333			—			1,333
Increase in equipment lease deposits		—			—			—			—			—

Net cash provided by (used in) investing activities		9,679			(43,591	)		(26,709	)		—			(60,621	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt		565,673			—			75,290			—			640,963
Payments of long-term debt		(469	)		(30,850	)		(463,890	)		—			(495,209	)
Decrease in short-term borrowings		—			—			12,730			—			12,730
Intercompany debt		(468,372	)		—			468,372			—			—
Financing costs		(14,354	)		—			(6,989	)		—			(21,343	)
Purchase of ESOP shares		(15,673	)		—			(1	)		—			(15,674	)
Exercise of stock options		20			—			—			—			20
Tax benefit from vesting of restricted stock		2,334			—			—			—			2,334
Other, net		22			11,415			(11,415	)		—			22

Net cash provided by (used in) financing activities		69,181			(19,435	)		74,097			—			123,843

Net cash used in discontinued operations		—			—			(829	)		—			(829	)

Effect of exchange rate changes on cash and equivalents		—			—			1,304			—			1,304


NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS		100,139			(27,202	)		3,815			—			76,752
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD		74,600			57,113			38,089			—			169,802

CASH AND EQUIVALENTS AT END OF PERIOD	$	174,739		$	29,911		$	41,904		$	—		$	246,554

Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations

BUSINESS OVERVIEW (in thousands, except per share data)

Griffon currently conducts its operations through three segments:


•	Home & Building Products (“HBP”) consists of two companies, Ames True Temper, Inc. (“ATT”) and Clopay Building Products Company, Inc. (“CBP”):

	-	ATT is a global provider of non-powered landscaping products that make work easier for homeowners and professionals.

	-	CBP is a leading manufacturer and marketer of residential, commercial and industrial garage doors to professional installing dealers and major home center retail chains.

•	Telephonics Corporation (“Telephonics”) designs, develops and manufactures high-technology integrated information, communication and sensor system solutions to military and commercial markets worldwide.

•	Clopay Plastic Products Company, Inc. (“Plastics”) is an international leader in the development and production of embossed, laminated and printed specialty plastic films used in a variety of hygienic, health-care and industrial applications.

On October 17, 2011, Griffon acquired the pots and planters business of Southern Sales & Marketing Group, Inc. for $22,432. The acquired business, which markets its products under the Southern Patio brand name (“Southern Patio”), is a leading designer, manufacturer and marketer of landscape accessories. Southern Patio, which was integrated with ATT, had revenue exceeding $40,000 in 2011; acquired inventory was not significant.

Southern Patio’s results of operations are not included in the Griffon consolidated balance sheet, statement of operations or cash flows, or footnotes relating thereto prior to October 17, 2011.

OVERVIEW

Revenue for the quarter ended June 30, 2012 was $480,246, compared to $455,282 in the prior year quarter. Net income was $9,048 or $0.16 per share, compared to $4,872 or $0.08 per share, in the prior year quarter.

The current year quarter included a discrete tax benefit of $1,626, or $0.03 per share.


The prior year quarter included:
	-	Restructuring charges of $2,118 ($1,377, net of tax or $0.02 per share); and
	-	Discrete tax benefits and the quarter impact for updates to the annual effective rate, net, of $3,077 or $0.05 per share.

Excluding these items from the respective quarters, net income would have been $7,422 or $0.13 per share in the current quarter compared to $3,172 or $0.05 per share in the prior year quarter.


Revenue for the nine months ended June 30, 2012 was $1,413,709, compared to $1,345,813 in the prior year. Net income was $13,563 or $0.24 per share, compared to a loss of $10,809 or $0.18 per share, in the prior year. Results for the nine months ended June 30, 2012 results included:
	-	Restructuring and related charges of $1,795 ($1,167, net of tax or $0.02 per share);
	-	Acquisition costs of $178 ($116, net of tax or $0.00 per share): and
	-	Discrete tax benefits of $1,626 or $0.03 per share.


Results for the nine months ended June 30, 2011 included:
	-	Charges related to debt extinguishment of $26,164 ($16,813, net of tax or $0.28 per share);
	-	Increased cost of goods related to the sale of inventory recorded at fair value in connection with acquisition accounting for ATT of $15,152 ($9,849, net of tax or $0.17 per share);
	-	Restructuring charges of $4,723 ($3,070, net of tax or $0.05 per share); and
	-	Discrete tax benefits of $4,513 or $0.08 per share.

Excluding these items from both periods, Net income would have been $13,220 or $0.23 per share, compared to $14,410 or $0.24 per share in the prior year.

Griffon evaluates performance based on Earnings per share and Net income (loss) excluding restructuring charges, gain (loss) from debt extinguishment, discrete tax items, acquisition costs and costs related to the fair value of inventory for acquisitions. Griffon believes this information is useful to investors. The following table provides a reconciliation of Earnings (loss) per share and Net income (loss) to Adjusted earnings per share and Adjusted net income:

GRIFFON CORPORATION AND SUBSIDIARIES
RECONCILIATION OF INCOME (LOSS) TO ADJUSTED INCOME (LOSS)
(Unaudited)


	For the Three Months Ended June 30,						For the Nine Months Ended June 30,

	2012			2011			2012			2011


Net income (loss)	$	9,048		$	4,872		$	13,563		$	(10,809	)

Adjusting items, net of tax:
Loss from debt extinguishment, net		—			—			—			16,813
Fair value write-up of acquired inventory sold		—			—			—			9,849
Restructuring and related		—			1,377			1,167			3,070
Acquisition costs		—			—			116			—
Discrete tax benefits		(1,626	)		(3,077	)		(1,626	)		(4,513	)


Adjusted net income	$	7,422		$	3,172		$	13,220		$	14,410


Earnings (loss) per common share	$	0.16		$	0.08		$	0.24		$	(0.18	)

Adjusting items, net of tax:
Loss from debt extinguishment, net		—			—			—			0.28
Fair value write-up of acquired inventory sold		—			—			—			0.17
Restructuring		—			0.02			0.02			0.05
Acquisition costs		—			—			0.00			—
Discrete tax benefits		(0.03	)		(0.05	)		(0.03	)		(0.08	)

Adjusted earnings per share	$	0.13		$	0.05		$	0.23		$	0.24


Weighted-average shares outstanding (in thousands)		57,495			60,525			57,311			59,387

Note: Due to rounding, the sum of earnings (loss) per common share and adjusting items, net of tax, may not equal adjusted earnings per common share.

RESULTS OF OPERATIONS

Three and nine months ended June 30, 2012 and 2011

The following table provides a reconciliation of Segment operating profit before depreciation, amortization, acquisition costs, restructuring and fair value write up of acquired inventory sold to Income (loss) before taxes:


	For the Three Months Ended June 30,						For the Nine Months Ended June 30,

	2012			2011			2012			2011

Segment profit before depreciation, amortization, restructuring, fair value write-up of acquired inventory sold and acquisition costs:
Home & Building Products	$	25,831		$	22,487		$	59,434		$	59,640
Telephonics		15,886			12,122			46,912			37,457
Plastics		10,117			6,048			27,462			27,065

Total Segment profit before depreciation, amortization, restructuring, fair value write-up of acquired inventory sold and acquisition costs		51,834			40,657			133,808			124,162
Unallocated amounts, less acquisition costs		(7,253	)		(7,781	)		(20,041	)		(19,468	)
Loss from debt extinguishment, net		—			—			—			(26,164	)
Net interest expense		(12,855	)		(12,463	)		(38,775	)		(34,839	)
Segment depreciation and amortization		(16,733	)		(15,607	)		(48,373	)		(44,817	)
Restructuring charges		—			(2,118	)		(1,795	)		(4,723	)
Fair value write-up of acquired inventory sold		—			—			—			(15,152	)
Acquisition costs		—			—			(178	)		—

Income (loss) before taxes	$	14,993		$	2,688		$	24,646		$	(21,001	)

Home & Building Products


	Three Months Ended June 30,								Nine Months Ended June 30,

	2012				2011				2012				2011

Revenue:
ATT	$	130,311			$	114,144			$	362,374			$	353,985
CBP		106,910				100,099				309,825				290,840

Home & Building Products	$	237,221			$	214,243			$	672,199			$	644,825

Segment operating profit	$	17,482	7.4	%	$	13,512	6.3	%	$	35,412	5.3	%	$	18,820	2.9	%
Depreciation and amortization		8,349				7,460				23,571				21,548
Fair value write-up of acquired inventory sold		—				—				—				15,152
Restructuring charges		—				1,515				273				4,120
Acquisition costs		—				—				178				—

Segment profit before depreciation, amortization, restructuring and acquisition costs	$	25,831	10.9	%	$	22,487	10.5	%	$	59,434	8.8	%	$	59,640	9.2	%

For the quarter ended June 30, 2012, revenue increased $22,978, or 11%, compared to the prior year quarter. ATT revenue increased 14% primarily due to the inclusion of Southern Patio. For the quarter, CBP revenue increased 7% primarily due to higher volume and favorable mix.

For the quarter ended June 30, 2012, Segment operating profit was $17,482 compared to $13,512 in the prior year quarter with the increase resulting primarily from the impact of higher volume, favorable mix, improved production efficiencies, lower restructuring charges and the inclusion of Southern Patio’s operating profit in the current quarter’s results, partially offset by the impact of somewhat higher material costs.

For the nine months ended June 30, 2012, revenue increased $27,374, or 4%. CBP revenue increased 7% due to increased volume and favorable mix, while ATT revenue increased 2% primarily due to the inclusion of Southern Patio in the current year results, partially offset by the impact of reduced volume of snow tool sales, driven by the absence of snow throughout much of the U.S. and Canada this past winter.

For the nine months ended June 30, 2012, Segment operating profit was $35,412 compared to $18,820 in the prior year. Excluding the impact of the fair value write-up of acquired inventory sold of $15,152, Segment operating profit increased $1,440 from the prior year primarily due to higher volume, favorable mix, improved production efficiencies, lower restructuring charges and the inclusion of Southern Patio’s operating profit in the current period’s results, partially offset by the impact of somewhat higher material and fuel costs and lower snow tool volume.

In both periods, restructuring and other related charges primarily related to facilities and compensation costs. The current year acquisition costs related to the Southern Patio acquisition.

Telephonics


	Three Months Ended June 30,								Nine Months Ended June 30,

	2012				2011				2012				2011

Revenue	$	101,116			$	103,530			$	319,621			$	315,334

Segment operating profit	$	14,113	14.0	%	$	9,725	9.4	%	$	40,171	12.6	%	$	31,643	10.0	%
Depreciation and amortization		1,773				1,794				5,219				5,211
Restructuring charges		—				603				1,522				603

Segment profit before depreciation, amortization and restructuring	$	15,886	15.7	%	$	12,122	11.7	%	$	46,912	14.7	%	$	37,457	11.9	%

For the quarter ended June 30, 2012, revenue decreased $2,414 compared to the prior year quarter. For the quarters ended June 30, 2012 and 2011, revenue included $2,733 and $5,760, respectively, related to revenue for the Counter Remote Control Improvised Explosive Device Electronic Warfare 3.1 (“CREW 3.1”) program where Telephonics serves as a contract manufacturer. Excluding CREW 3.1 from both quarters, revenue increased 1% over the prior year quarter primarily attributable to Light Airborne Multi-purpose Systems Multi Mode Radar (“LAMPS MMR”) ($13,722) and Identification Friend or Foe (“IFF”) ($6,568), partially offset by declines in revenue attributable to the C-17 program ($5,534), Maritime Radars ($4,851) and Ground Surveillance Radars (“GSR”) ($2,625).

For the quarter ended June 30, 2012, Segment operating profit increased $4,388, or 45%, and operating profit margin increased 460 basis points in comparison to the prior year quarter. The increase was primarily due to higher gross profits from program mix, benefits from the prior year voluntary early retirement plan and other restructuring and manufacturing efficiencies, partially offset by higher selling, general and administrative expenses due to the timing of proposal activities and restructuring costs. In the prior year quarter, Telephonics recognized $603 of restructuring charges in connection with the consolidation of management of its Electronic Systems and Communication Systems operating units; such charges are all personnel related.

For the nine months ended June 30, 2012, revenue increased $4,287, or 1%, compared to the prior year. For the nine months ended June 30, 2012 and 2011, revenue included $22,255 and $33,032, respectively, related to revenue for CREW 3.1; excluding CREW 3.1 revenue from both periods, current period revenue increased 5% over the prior year period primarily attributable to LAMPS MMR ($12,227), IFF ($8,300) and NETCOM communication products ($8,202), partially offset by declines in revenue attributable to the C-17 ($8,324) and CP-140 ($3,178) programs.

For the nine months ended June 30, 2012, Segment operating profit increased by $8,528, or 27%, and operating profit margin increased 260 basis points from the prior year. The increase was primarily due to higher gross profits from increased revenue, program mix, benefits from the prior year voluntary early retirement plan and other restructuring, and manufacturing efficiencies, partially offset by higher selling, general and administrative expenses due to the timing of proposal activities and the restructuring charge. In the first quarter, Telephonics recognized $1,522 of restructuring and other related charges, primarily for one-time termination benefits and other personnel costs, in conjunction with changes to its organizational structure.

During the current quarter, Telephonics was awarded several new contracts and received incremental funding on current contracts totaling $88,700. Contract backlog was $422,000 at June 30, 2012 with 69% expected to be realized in the next 12 months. Backlog was $417,000 at September 30, 2011 and $442,000 at June 30, 2011. Backlog is defined as unfilled firm orders for products and services for which funding has been both authorized and appropriated by the customer or Congress, in the case of the U.S. government agencies.

Plastics


	Three Months Ended June 30,									Nine Months Ended June 30,

	2012				2011					2012				2011

Revenue	$	141,909			$	137,509				$	421,889			$	385,654

Segment operating profit	$	3,506	2.5	%	$	(305	)	NM		$	7,879	1.9	%	$	9,007	2.3	%
Depreciation and amortization		6,611				6,353					19,583				18,058

Segment profit before depreciation and amortization	$	10,117	7.1	%	$	6,048		4.4	%	$	27,462	6.5	%	$	27,065	7.0	%

For the quarter ended June 30, 2012, revenue increased $4,400, or 3%, compared to the prior year quarter primarily due to higher unit volumes (12%) and the pass through of higher resin costs in customer selling prices (1%), partially offset by the unfavorable impact of foreign exchange translation (8%) and mix (2%). Plastics adjusts customer selling prices based on underling resin costs on a delayed basis.

For the quarter ended June 30, 2012, Segment operating profit increased $3,811, compared to the prior year quarter. The increase was primarily driven by higher unit volumes and improved efficiency on capital initiatives which were implemented in Germany and Brazil in the prior year, partially offset by the impact of higher resin costs and higher selling, general and administrative expenses.

For the nine months ended June 30, 2012, Plastics revenue increased $36,235, or 9%, compared to the prior year period, primarily due to higher unit volumes (13%) and the pass through of higher resin costs in customer selling prices (1%), partially offset by the unfavorable impact of foreign exchange translation (4%) and mix (1%).

For the nine months ended June 30, 2012, Segment operating profit decreased $1,128, or 13%, compared to the prior year mainly due to the previously disclosed start up costs related to expanded capacity initiatives in both Germany and Brazil; in both operations, such start up costs have included higher than normal levels of scrap. There have been no significant disruptions in customer service in connection with the scaling up of production of the newly installed assets. Improvements in operations in the newly expanded locations are proceeding; however, the locations are contending with challenging market conditions, and higher resin costs. The Company trended towards normal efficiency levels in the quarter and is expected to again in the fourth quarter.

Unallocated

For the quarter ended June 30, 2012, unallocated amounts totaled $7,253 compared to $7,781 in the prior year; the decrease was primarily related to cost of management incentive plans. For the nine months ended June 30, 2012, unallocated amounts totaled $20,041 compared to $19,468 in the prior year; the increase was primarily related to higher investment income in the prior year.

Segment Depreciation and Amortization

Segment depreciation and amortization increased $1,126 and $3,556, respectively, for the three and nine-month periods ended June 30, 2012 in comparison to the comparable prior year periods primarily due to capital spending in 2011.

Other income (expense)

For the quarters ended June 30, 2012 and 2011, Other income included net foreign exchange gain (loss) of ($707) and $24, respectively, and $38 and $311, respectively, of investment expense.

For the nine months ended June 30, 2012 and 2011, Other income included net foreign exchange loss of $1,375 and $3, respectively, and $134 and $996, respectively, of investment income.

During 2011, in connection with the termination of the Term Loan, ABL and Telephonics credit agreement, Griffon recorded a $26,164 loss on extinguishment of debt consisting of $21,617 of deferred financing charges and original issuer discounts, a call premium of $3,703 on the Term Loan, and $844 of swap and other breakage costs.

Provision for income taxes

Stock based compensation

Discontinued operations – Installation Services

There was no revenue or income from discontinued operations of the Installation Services’ business for the three and nine months ended June 30, 2012 and 2011.

LIQUIDITY AND CAPITAL RESOURCES

Management assesses Griffon’s liquidity in terms of its ability to generate cash to fund its operating, investing and financing activities. Significant factors affecting liquidity are: cash flows from operating activities, capital expenditures, acquisitions, dispositions, bank lines of credit and the ability to attract long-term capital with satisfactory terms. Griffon remains in a strong financial position with sufficient liquidity available for reinvestment in existing businesses and strategic acquisitions while managing its capital structure on both a short-term and long-term basis.

The following table is derived from the Consolidated Statements of Cash Flows:


	Nine Months Ended June 30,
Cash Flows from Continuing Operations
(in thousands)	2012			2011


Net Cash Flows Provided by (Used In):
Operating activities	$	30,347		$	13,055
Investing activities		(79,846	)		(60,621	)
Financing activities		(20,255	)		123,843

Cash provided by continuing operations for the nine months ended June 30, 2012 were $30,347 compared to $13,055 in the prior year. Current assets net of current liabilities, excluding short-term debt and cash, increased to $405,113 at June 30, 2012 compared to $366,511 at September 30, 2011, primarily as a result of a decrease in accounts payable and accrued liabilities.

During the nine months ended June 30, 2012, Griffon used cash for investing activities of $79,846 compared to $60,621 in the prior year; the increase was primarily due to the acquisition of Southern Patio with capital expenditures decreasing $7,279 from the comparable prior year period. Griffon expects capital spending to be in the range of $65,000 to $70,000 for 2012.

During the nine months ended June 30, 2012, cash used in financing activities totaled $20,255 compared to cash provided by financing activities of $123,843 in the prior year. In each of the first three quarters of 2012, the Board of Directors approved a quarterly cash dividends of $0.02 per common share each, which were paid on December 27, 2011, March 27, 2012 and June 26, 2012, to holders of common stock as of the close of business on November 29, 2011, February 28, 2012 and May 29, 2012, respectively. In 2011, Griffon issued $145,754 of debt, net of payments, which included issuing $550,000 of 7.125% Senior Notes due 2018 and repaying $430,000 of existing loans.

Payments related to Telephonics revenue are received in accordance with the terms of development and production subcontracts; certain of such receipts are progress or performance based payments. Plastics customers are generally substantial industrial companies whose payments have been steady, reliable and made in accordance with the terms governing such sales. Plastics sales satisfy orders that are received in advance of production, typically with payment terms established in advance. With respect to HBP, there have been no material adverse impacts on payment for sales.

A small number of customers account for, and are expected to continue to account for, a substantial portion of Griffon’s consolidated revenue. For the nine months ended June 30, 2012:


	•	The United States Government and its agencies, through either prime or subcontractor relationships, represented 18% of Griffon’s consolidated revenue and 80% of Telephonics’ revenue.
	•	Procter & Gamble represented 13% of Griffon’s consolidated revenue and 44% of Plastics’ revenue.
	•	The Home Depot represented 12% of Griffon’s consolidated revenue and 25% of Home & Building Products’ revenue.

No other customers exceeded 9% of consolidated revenue. Future operating results will continue to substantially depend on the success of Griffon’s largest customers and Griffon’s relationships with them. Orders from these customers are subject to fluctuation and may be reduced materially. The loss of all or a portion of volume from any one of these customers could have a material adverse impact on Griffon’s liquidity and operations.


Cash, Cash Equivalents and Debt (in thousands)	At June 30, 2012			At September 30, 2011

Cash and equivalents	$	171,912		$	243,029

Notes payables and current portion of long-term debt		17,581			25,164
Long-term debt, net of current maturities		685,355			688,247
Debt discount		17,406			19,693

Total debt		720,342			733,104

Debt, net of cash and equivalents	$	(548,430	)	$	(490,075	)

On March 17, 2011, in an unregistered offering through a private placement under Rule 144A, Griffon issued, at par, $550,000 of 7.125% Senior Notes due in 2018; interest is payable semi-annually. On August 9, 2011, Griffon exchanged all of the Senior Notes for substantially identical Senior Notes registered under the Securities Act of 1933 (“Senior Notes”), via an exchange offer.

The Senior Notes can be redeemed prior to April 1, 2014 at a price of 100% of principal plus a make-whole premium and accrued interest; on or after April 1, 2014, the Senior Notes can be redeemed at a certain price (declining from 105.344% of principal on or after April 1, 2014 to 100% of principal on or after April 1, 2017), plus accrued interest. Proceeds from the Senior Notes were used to pay down the outstanding borrowings under a senior secured term loan facility and two senior secured revolving credit facilities of certain of the Company’s subsidiaries. The Senior Notes are senior unsecured obligations of Griffon guaranteed by certain domestic subsidiaries, and are subject to certain covenants, limitations and restrictions.

On March 18, 2011, Griffon entered into a five-year $200,000 Revolving Credit Facility (“Credit Agreement”), which includes a letter of credit sub-facility with a limit of $50,000, a multi-currency sub-facility of $50,000 and a swingline sub-facility with a limit of $30,000. Borrowings under the Credit Agreement may be repaid and re-borrowed at any time, subject to final maturity of the facility or the occurrence of a default or event of default under the Credit Agreement. Interest is payable on borrowings at either a LIBOR or base rate benchmark rate plus an applicable margin, which will adjust based on financial performance. The margins are 1.75% for base rate loans and 2.75% for LIBOR loans, in each case without a floor. The Credit Agreement has certain financial maintenance tests including a maximum total leverage ratio, a maximum senior secured leverage ratio and a minimum interest coverage ratio as well as customary affirmative and negative covenants and events of default. The Credit Agreement also includes certain restrictions, such as limitations on the incurrence of indebtedness and liens and the making of restricted payments and investments. Borrowings under the Credit Agreement are guaranteed by certain domestic subsidiaries and are secured, on a first priority basis, by substantially all assets of the Company and the guarantors.

At June 30, 2012, there were $21,516 of standby letters of credit outstanding under the Credit Agreement; $178,484 was available for borrowing at that date.

On December 21, 2009, Griffon issued $100,000 principal of 4% convertible subordinated notes due 2017 (the “2017 Notes”). The initial conversion rate of the 2017 Notes was 67.0799 shares of Griffon’s common stock per $1,000 principal amount of notes, corresponding to an initial conversion price of $14.91 per share, a 23% conversion premium over the $12.12 closing price on December 15, 2009. When a cash dividend is declared that would result in an adjustment to the conversion ratio of less than 1%, any adjustment to the conversion ratio is deferred until the first to occur of (i) actual conversion, (ii) the 42nd trading day prior to maturity of the notes, and (iii) such time as the cumulative adjustment equals or exceeds 1%. As of September 25, 2012, aggregate dividends of $0.08 per share would result in a cumulative change in the conversion rate of approximately 0.9%. Griffon used 8.75% as the nonconvertible debt-borrowing rate to discount the 2017 Notes and will amortize the debt discount through January 2017. At issuance, the debt component of the 2017 Notes was $75,437 and debt discount was $24,563. At June 30, 2012 and September 30, 2011, the 2017 Notes had a capital in excess of par component, net of tax, of $15,720.

On December 20, 2010, Griffon entered into two second lien real estate mortgages to secure new loans totaling $11,834. The loans mature in February 2016, are collateralized by the related properties and are guaranteed by Griffon. The loans bear interest at a rate of LIBOR plus 3% with the option to swap to a fixed rate.

Griffon has other real estate mortgages, collateralized by real property, which bear interest at 6.3% and mature in 2016. On October 3, 2011, the mortgage at Russia, Ohio was paid in full, on maturity.

Griffon’s Employee Stock Ownership Plan (“ESOP”) entered into a loan agreement in August 2010 to borrow $20,000 over a one-year period. The proceeds were used to purchase 1,874,737 shares of Griffon common stock in the open market for $19,973. The loan bears interest at a) LIBOR plus 2.5% or b) the lender’s prime rate, at Griffon’s option. In November 2011, Griffon exercised an option to convert the outstanding loan to a five-year term loan; principal is payable in quarterly installments of $250, beginning December 2011, with a balloon payment of $15,223 due at maturity (November 2016). The loan is secured by shares purchased with the proceeds of the loan, and repayment is guaranteed by Griffon. At June 30, 2012, $19,223 was outstanding.

In addition, the ESOP has a loan agreement, guaranteed by Griffon, which requires quarterly principal payments of $156 and interest through the extended expiration date of December 2013 at which time the $3,125 balance of the loan, and any outstanding interest, will be payable. The primary purpose of this loan was to purchase 547,605 shares of Griffon’s common stock in October 2008. The loan is secured by shares purchased with the proceeds of the loan, and repayment is guaranteed by Griffon. The loan bears interest at rates based upon the prime rate or LIBOR. At June 30, 2012, $3,906 was outstanding.

In October 2006, CBP entered into a capital lease totaling $14,290 for real estate in Troy, Ohio. The lease matures in 2021, bears interest at a fixed rate of 5.1%, is secured by a mortgage on the real estate and is guaranteed by Griffon.

At June 30, 2012 and September 30, 2011, Griffon had $532 of 4% convertible subordinated notes due 2023 (the “2023 Notes”) outstanding. Holders of the 2023 Notes may require Griffon to repurchase all or a portion of their 2023 Notes on July 18, 2013 and 2018, if Griffon’s common stock price is below the conversion price of the 2023 Notes, as well as upon a change in control. An adjustment to the conversion rate will be required as the result of payment of a cash dividend only if such adjustment would be greater than 1% (or at such time as the cumulative impact on the conversion rate reaches 1% in the aggregate). As of September 25, 2012, aggregate dividends of $0.08 per share would result in a cumulative change in the conversion rate of approximately 0.9%. At June 30, 2012 and September 30, 2011, the 2023 Notes had no capital in excess of par value component as substantially all of these notes were put to Griffon at par and settled in July 2010.

In November 2010, Clopay Europe GMBH (“Clopay Europe”) entered into a €10,000 revolving credit facility and a €20,000 term loan. The facility accrues interest at Euribor plus 2.1% per annum, and the term loan accrues interest at Euribor plus 2.2% per annum. The revolving facility matures in November 2012, but is renewable upon mutual agreement with the bank. In July 2011, the full €20,000 was drawn on the Term Loan, with a portion of the proceeds used to repay borrowings under the revolving credit facility. The term loan is payable in ten equal quarterly installments which began in September 2011, with maturity in December 2013. Under the term loan, Clopay Europe is required to maintain a certain minimum equity to assets ratio and keep leverage below a certain level, defined as the ratio of total debt to EBITDA. At June 30, 2012, there was €1,000 borrowed on the revolving credit with €9,000 available for borrowing.

In February 2012, Clopay do Brazil, a subsidiary of Plastics, borrowed $4,000 at a rate of 104.5% of Brazilian CDI. The loan was used to refinance existing loans and is collateralized by accounts receivable and a 50% guaranty by Plastics and is to be repaid in four equal, semi-annual installments of principal plus interest, starting August 2012. Clopay do Brazil also maintains a line of credit of approximately $1,700. Interest on borrowings accrue at a rate of Brazilian CDI plus 6.0%. At June 30, 2012 there was approximately $1,346 borrowed under the line.

In connection with the ATT acquisition, Clopay Ames True Temper Holding Corp. (“Clopay Ames”), a subsidiary of Griffon, entered into a $375,000 secured term Loan (“Term Loan”) and a $125,000 asset based lending agreement (“ABL”).

On November 30, 2010, Clopay Ames, as required under the Term Loan agreement, entered into an interest rate swap on a notional amount of $200,000 of the Term Loan. The agreement fixed the LIBOR component of the Term Loan interest rate at 2.085% for the notional amount of the swap.

At June 30, 2012, Griffon and its subsidiaries were in compliance with the terms and covenants of its credit and loan agreements.

Griffon substantially concluded its remaining disposal activities for the Installation Services business, discontinued in 2008, in the second quarter of 2009 and does not expect to incur significant expense in the future. Future net cash outflows to satisfy liabilities related to disposal activities accrued at June 30, 2012 are estimated to be $3,077. Certain of Griffon’s subsidiaries are also contingently liable for approximately $512 related to certain facility leases with varying terms through 2012 that were assigned to the respective purchasers of certain of the Installation Services businesses. Griffon does not believe it has a material exposure related to these contingencies.

During the nine months ended June 30, 2012 and 2011, Griffon used cash for discontinued operations of $1,690 and $829, respectively, related to settling remaining Installation Services liabilities.

CRITICAL ACCOUNTING POLICIES

The preparation of Griffon’s consolidated financial statements in conformity with GAAP requires Griffon to make estimates and judgments that affect reported amounts of assets, liabilities, sales and expenses, and the related disclosures of contingent assets and contingent liabilities at the date of the financial statements. Griffon evaluates these estimates and judgments on an ongoing basis and base the estimates on historical experience, current conditions and various other assumptions that are believed to be reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities, as well as identifying and assessing the accounting treatment with respect to commitments and contingencies. Griffon’s actual results may materially differ from these estimates. There have been no changes in Griffon’s critical accounting policies from September 30, 2011.

Griffon’s significant accounting policies and procedures are explained in the Management Discussion and Analysis section in the Annual Report on Form 10-K for the year ended September 30, 2011. In the selection of the critical accounting policies, the objective is to properly reflect the financial position and results of operations for each reporting period in a consistent manner that can be understood by the reader of the financial statements. Griffon considers an estimate to be critical if it is subjective and if changes in the estimate using different assumptions would result in a material impact on the financial position or results of operations of Griffon.

RECENT ACCOUNTING PRONOUNCEMENTS

The Financial Accounting Standards Board issues, from time to time, new financial accounting standards, staff positions and emerging issues task force consensus. See the Notes to Condensed Consolidated Financial Statements for a discussion of these matters.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements. All statements other than statements of historical fact, including, without limitation, statements regarding Griffon’s financial position, business strategy and the plans and objectives of Griffon’s management for future operations, are forward-looking statements. Without limiting the generality of the foregoing, in some cases you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “would,” “could,” “anticipate,” “believe,” “estimate,” “expect,” “plan,” “intend” or the negative of these expressions or comparable terminology. Such forward-looking statements involve important risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ materially from those expressed in any forward-looking statements. These risks and uncertainties include, among others: general domestic and international business, financial market and economic conditions; the credit market; the housing market; the results of Griffon’s restructuring and disposal efforts; competitive factors; pricing pressures for resin and steel; capacity and supply constraints; weather patterns; Griffon’s ability to identify and successfully consummate and integrate value-adding acquisition opportunities; the ability of Griffon to remain in compliance with the covenants under its respective credit facilities; and the inherent uncertainties relating to resolution of ongoing legal and environmental matters from time to time. Additional important factors that could cause the statements made in this Quarterly Report on Form 10-Q or the actual results of operations or financial condition of Griffon to differ are discussed under the caption “Item 1A. Risk Factors” and “Special Notes Regarding Forward-Looking Statements” in Griffon’s Annual Report on Form 10-K for the year ended September 30, 2011. Some of the factors are also discussed elsewhere in this Quarterly Report on Form 10-Q and have been or may be discussed from time to time in Griffon’s filings with the U.S. Securities and Exchange Commission. Readers are cautioned not to place undue reliance on Griffon’s forward-looking statements. Griffon does not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect future events or circumstances or to reflect the occurrence of unanticipated events.

Item 3 - Quantitative and Qualitative Disclosure About Market Risk

Interest Rates

Griffon’s exposure to market risk for changes in interest rates relates primarily to variable interest rate debt and investments in cash and cash equivalents.

Certain of Griffon’s credit facilities have Libor, Euribor and Brazilian CDI-based variable interest rates. Due to the current and expected level of borrowings under these facilities, a 100 basis point change in Libor would not have a material impact on Griffon’s results of operations or liquidity.

Foreign Exchange

Griffon conducts business in various non-U.S. countries, primarily in Canada, Mexico, Europe, Brazil, Australia and China; therefore, changes in the value of the currencies of these countries affect the financial position and cash flows when translated into U.S. Dollars. Griffon has generally accepted the exposure to exchange rate movements relative to its non-U.S. operations. Griffon may, from time to time, hedge its currency risk exposures. A change of 5% or less in the value of all applicable foreign currencies would not have a material effect on Griffon’s financial position and cash flows.

Item 4 - Controls and Procedures

Under the supervision and with the participation of Griffon’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), Griffon’s disclosure controls and procedures, as defined by Exchange Act Rule 13a-15(e) and 15d-15(e), were evaluated as of the end of the period covered by this report. Based on that evaluation, Griffon’s CEO and CFO concluded that Griffon’s disclosure controls and procedures were effective at the reasonable assurance level.

During the period covered by this report, there were no changes in Griffon’s internal control over financial reporting which materially affected, or are reasonably likely to materially affect, Griffon’s internal control over financial reporting.

Limitations on the Effectiveness of Controls

Griffon believes that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all controls issues and instances of fraud, if any, within a company have been detected. Griffon’s disclosure controls and procedures, as defined by Exchange Act Rule 13a-15(e) and 15d-15(e), are designed to provide reasonable assurance of achieving their objectives.

PART II - OTHER INFORMATION


Item 1	Legal Proceedings
	None

Item 1A	Risk Factors
	In addition to the other information set forth in this report, carefully consider the factors discussed in Item 1A to Part I in Griffon’s Annual Report on Form 10-K for the year ended September 30, 2011, which could materially affect Griffon’s business, financial condition or future results. The risks described in Griffon’s Annual Report on Form 10-K are not the only risks facing Griffon. Additional risks and uncertainties not currently known to Griffon or that Griffon currently deems to be immaterial also may materially adversely affect Griffon’s business, financial condition and/or operating results.

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds (c)

ISSUER PURCHASES OF EQUITY SECURITIES


Period	(a) Total Number of Shares (or Units) Purchased		(b) Average Price Paid Per Share (or Unit)		(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs		(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) That May Yet Be Purchased Under the Plans or Programs

April 1 - 30, 2012		—	$	—		—
May 1 - 31, 2012		98,433		7.90		98,433
June 1 - 30, 2012		319,234		7.96		319,234

Total		417,667	$	7.95		417,667	$	43,019,788	¹


	1. On August 2, 2011, the Company’s Board of Directors authorized the repurchase of up to an additional $50,000,000 of Griffon common stock; as of June 30, 2012, $43,019,788 remained available for the purchase of Griffon common stock under this program.

	Griffon’s revolving credit facility, as well as the indenture governing Griffon’s 7.125% Senior Notes due 2018, each contain limitations regarding the making of restricted payments (which include cash dividends and share repurchases).

Item 3	Defaults upon Senior Securities
	None

Item 4	Mine Safety Disclosures
	Not Applicable

Item 5	Other Information
	None


Item 6	Exhibits

31.1	Certification pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32	Certifications pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS	XBRL Instance Document*

101.SCH	XBRL Taxonomy Extension Schema Document*

101.CAL	XBRL Taxonomy Extension Calculation Document*

101.DEF	XBRL Taxonomy Extension Definitions Document*

101.LAB	XBRL Taxonomy Extension Labels Document*

101.PRE	XBRL Taxonomy Extension Presentations Document*

*	In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall be deemed to be “furnished” and not “filed”.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	GRIFFON CORPORATION

	/s/ Douglas J. Wetmore

	Douglas J. Wetmore
	Executive Vice President and Chief Financial Officer
	(Principal Financial Officer)

	/s/ Brian G. Harris

	Brian G. Harris
	Chief Accounting Officer
	(Principal Accounting Officer)

Date: August 3, 2012

EXHIBIT INDEX


31.1	Certification pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32	Certifications pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS	XBRL Instance Document*

101.SCH	XBRL Taxonomy Extension Schema Document*

101.CAL	XBRL Taxonomy Extension Calculation Document*

101.DEF	XBRL Taxonomy Extension Definitions Document*

101.LAB	XBRL Taxonomy Extension Labels Document*

101.PRE	XBRL Taxonomy Extension Presentations Document*

*	In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall be deemed to be “furnished” and not “filed”.