UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: May 10, 2005
(Date of earliest event reported)
Griffon Corporation
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(Exact name of registrant as specified in its charter)
Delaware 1-6620 11-1893410
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
100 Jericho Quadrangle, Jericho, New York 11753
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(Address of principal executive offices) (Zip Code)
(516) 938-5544
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(Registrant's telephone number including area code)
N/A
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (See General Instruction A.2. below):
_ Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
_ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
_ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-(b))
_ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-(c))
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On May 11, 2005, the Registrant issued a press release revising the
Registrant's financial results for the fiscal quarters ended December 31, 2004
and March 31, 2005. A copy of the Registrant's press release is attached hereto
as Exhibit 99.1.
ITEM 4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED
AUDIT REPORT OR COMPLETED INTERIM REPORT.
(a) On May 10, 2005, in connection with the preparation of the
consolidated financial statements for the second quarter of fiscal
2005, the Registrant ascertained that in the first quarter of the year
there was an inventory valuation error in determining the garage door
segment's cost of goods sold. This inventory valuation error was
caused by unprecedented increases in the segment's raw material costs
and correction of this error was included in the press release which
previously reported operating results for the second quarter of 2005.
However, the Registrant has since determined to reflect the adjustment
to correct cost of goods sold in the first quarter of 2005 by
restating that period's operating results. The restatement will not
change previously disclosed earnings, cash flows, or financial
position for the six months ended March 31, 2005 and will result in an
estimated $1,260,000 decrease to bring previously reported first
quarter net income to $9,192,000 and a corresponding increase to bring
second quarter net income to $4,144,000. First quarter diluted
earnings per share will decrease $.05 to an estimated $.29 per share
and second quarter diluted earnings per share will increase $.04 to an
estimated $.13 per share.
The Registrant's Chief Financial Officer and the Audit Committee of
the Board of Directors discussed the matters disclosed in this filing
with PricewaterhouseCoopers LLC, the Registrants independent
registered public accounting firm.
As a consequence of its decision to restate the first quarter
financial statements the Registrant reconsidered its assessment of
disclosure controls and procedures with a focus on the control
deficiency (application of raw material purchase price variances) that
did not sufficiently address the rising raw material costs. Reflecting
the correction of the previously issued financial statements in the
quarter ended March 31, 2005 would be material to that period, and
therefore, the Registrant believes that a restatement of the prior
period interim financial statements is appropriate. The impact of the
inventory valuation error on the year and fourth quarter ended
September 30, 2004 was not material, and therefore was included as
part of the restatement adjustment made to cost of goods sold and
inventory for the quarter ended December 31, 2004. However, the
Registrant does not consider the effect of correcting the previously
issued quarterly financial statements to be material to the interim
period ended December 31, 2004 and thus has concluded that the control
deficiency that gave rise to the inventory valuation error does not
constitute a material weakness at December 31, 2004 or September 30,
2004. Additionally, the Registrant concluded that the error was not a
material weakness at March 31, 2005 because additional control
procedures, including the timely review of raw material purchase price
variances, were implemented prior to March 31, 2005, which procedures
are designed to provide reasonable assurance that such an error will
not recur. Based on the above, the Registrant concludes that its
disclosure controls and procedures were effective at March 31, 2005.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) 99.1Press Release dated May 11, 2005
The information filed as exhibit 99.1 to this Form 8-K is being furnished
in accordance with Item 2.02 and shall not be deemed to be "filed" for the
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or otherwise subject to the liabilities of such section, nor
shall such information be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
SIGNATURES
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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 hereunto duly authorized.
GRIFFON CORPORATION
By: /s/Eric Edelstein
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Eric Edelstein, Executive Vice President
Date: May 12, 2005
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EXHIBIT INDEX
99.1 Press Release dated May 11, 2005
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GRIFFON CORPORATION ANNOUNCES RESTATEMENT OF
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FISCAL 2005 FIRST AND SECOND QUARTER FINANCIAL STATEMENTS ---
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NO CHANGE TO NET INCOME OR EARNINGS PER SHARE
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FOR THE SIX MONTHS ENDED MARCH 31, 2005
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Jericho, New York, May 11, 2005 - Griffon Corporation (NYSE:GFF) today
announced that in connection with the preparation of the consolidated financial
statements for the second quarter of fiscal 2005, the company ascertained that
in the first quarter of the year there was an inventory valuation error in
determining the garage door segment's cost of goods sold. This inventory
valuation error was caused by unprecedented increases in the segment's raw
material costs and correction of this error was included in the press release
which previously reported operating results for the second quarter of 2005.
However, the company has since determined to reflect the adjustment to correct
cost of goods sold in the first quarter of 2005 by restating that period's
operating results. The restatement will not change previously disclosed
earnings, cash flows, or financial position for the six months ended March 31,
2005 and will result in an estimated $1,260,000 decrease to bring previously
reported first quarter net income to $9,192,000 and a corresponding increase to
bring second quarter net income to $4,144,000. First quarter diluted earnings
per share will decrease $.05 to an estimated $.29 per share and second quarter
diluted earnings per share will increase $.04 to an estimated $.13 per share.
The Company did not file its quarterly report on Form 10-Q, which was due
yesterday. It expects to file such report during the statutorily allowed five
day extension period.
Griffon Corporation -
o is a leading manufacturer and marketer of residential, commercial
and industrial garage doors sold to professional installing
dealers and major home center retail chains;
o installs and services specialty building products and systems,
primarily garage doors, openers, fireplaces and cabinets, for new
construction markets through a substantial network of operations
located throughout the country;
o is an international leader in the development and production of
embossed and laminated specialty plastic films used in the baby
diaper, feminine napkin, adult incontinent, surgical and patient
care markets; and
o develops and manufactures information and communication systems
for government and commercial markets worldwide.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: All statements other than statements of historical fact included in this
release, including without limitation statements regarding the company's
financial position, business strategy and the plans and objectives of the
company's management for future operations, are forward-looking statements. When
used in this release, words such as "anticipate", "believe", "estimate",
"expect", "intend", and similar expressions, as they relate to the company or
its management, identify forward-looking statements. Such forward-looking
statements are based on the beliefs of the company's management, as well as
assumptions made by and information currently available to the company's
management. Actual results could differ materially from those contemplated by
the forward-looking statements as a result of certain factors, including but not
limited to, business and economic conditions, competitive factors and pricing
pressures, capacity and supply constraints. Such statements reflect the views of
the company with respect to future events and are subject to these and other
risks, uncertainties and assumptions relating to the operations, results of
operations, growth strategy and liquidity of the company. Readers are cautioned
not to place undue reliance on these forward-looking statements. The company
does not undertake to release publicly any revisions to these forward-looking
statements to reflect future events or circumstances or to reflect the
occurrence of unanticipated events.