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Griffon Corp – ‘10-K’ for 9/30/14 – ‘R7’

On:  Wednesday, 11/12/14, at 5:40pm ET   ·   As of:  11/13/14   ·   For:  9/30/14   ·   Accession #:  50725-14-6   ·   File #:  1-06620

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  As Of               Filer                 Filing    For·On·As Docs:Size

11/13/14  Griffon Corp                      10-K        9/30/14  127:30M

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.54M 
 2: EX-10.43    Material Contract -- exhibit1043                    HTML     60K 
 3: EX-10.44    Material Contract -- exhibit1044                    HTML     39K 
 4: EX-21       Subsidiaries List                                   HTML     39K 
 5: EX-23       Consent of Experts or Counsel                       HTML     37K 
 6: EX-31.1     Certification -- §302 - SOA'02                      HTML     44K 
 7: EX-31.2     Certification -- §302 - SOA'02                      HTML     44K 
 8: EX-32       Certification -- §906 - SOA'02                      HTML     40K 
85: R1          Document And Entity Information                     HTML     65K 
64: R2          Consolidated Balance Sheets                         HTML    141K 
80: R3          Consolidated Balance Sheets (Parentheticals)        HTML     62K 
89: R4          Consolidated Statements of Operations and           HTML    155K 
                Comprehensive Income (Loss)                                      
115: R5          Consolidated Statements of Cash Flows               HTML    156K  
67: R6          Consolidated Statements of Shareholders' Equity     HTML     99K 
79: R7          Description of Business and Summary of Significant  HTML    118K 
                Accounting Policies                                              
58: R8          Acquisitions                                        HTML     87K 
47: R9          Inventories                                         HTML     47K 
117: R10         Property, Plant and Equipment                       HTML     50K  
91: R11         Goodwill and Other Intangibles                      HTML     90K 
90: R12         Discontinued Operations                             HTML     60K 
97: R13         Accrued Liabilities                                 HTML     55K 
98: R14         Restructuring and Other Related Charges             HTML     89K 
95: R15         Warranty Liability                                  HTML     48K 
99: R16         Notes Payable, Capitalized Leases and Long-Term     HTML    336K 
                Debt                                                             
81: R17         Employee Benefit Plans                              HTML    314K 
86: R18         Income Taxes                                        HTML    157K 
93: R19         Stockholders' Equity and Equity Compensation        HTML    106K 
126: R20         Commitments and Contingent Liabilities              HTML     53K  
108: R21         Earnings (Loss) Per Share                           HTML     52K  
73: R22         Related Parties                                     HTML     43K 
92: R23         Quarterly Financial Information (Unaudited)         HTML     91K 
76: R24         Reportable Segments                                 HTML    206K 
36: R25         Other Income (Expense)                              HTML     40K 
109: R26         Other Comprehensive Income (Loss)                   HTML    108K  
122: R27         Consolidating Guarantor and Non-Guarantor           HTML    737K  
                Financial Information                                            
52: R28         Subsequent Events                                   HTML     39K 
51: R29         Schedule Ii Valuation and Qualifying Accounts       HTML    145K 
56: R30         Description of Business and Summary of Significant  HTML    170K 
                Accounting Policies (Policies)                                   
57: R31         Acquisitions (Tables)                               HTML     78K 
59: R32         Inventories (Tables)                                HTML     45K 
24: R33         Property, Plant and Equipment (Tables)              HTML     49K 
106: R34         Goodwill and Other Intangibles (Tables)             HTML     85K  
71: R35         Discontinued Operations (Tables)                    HTML     55K 
74: R36         Accrued Liabilities (Tables)                        HTML     54K 
42: R37         Restructuring and Other Related Charges (Tables)    HTML     82K 
125: R38         Warranty Liability (Tables)                         HTML     46K  
15: R39         Notes Payable, Capitalized Leases and Long-Term     HTML    362K 
                Debt (Tables)                                                    
61: R40         Employee Benefit Plans (Tables)                     HTML    306K 
113: R41         Income Taxes (Tables)                               HTML    157K  
39: R42         Stockholders' Equity and Equity Compensation        HTML     88K 
                (Tables)                                                         
50: R43         Earnings (Loss) Per Share (Tables)                  HTML     50K 
55: R44         Quarterly Financial Information (Unaudited)         HTML     85K 
                (Tables)                                                         
65: R45         Reportable Segments (Tables)                        HTML    200K 
23: R46         Other Comprehensive Income (Loss) (Tables)          HTML    109K 
46: R47         Consolidating Guarantor and Non-Guarantor           HTML    736K 
                Financial Information (Tables)                                   
17: R48         Description of Business and Summary of Significant  HTML    161K 
                Accounting Policies (Details)                                    
111: R49         Acquisitions (Details)                              HTML     52K  
38: R50         Acquisitions (Details) - Summary of Fair Values of  HTML     63K 
                Assets Acquired                                                  
107: R51         Acquisitions (Details) - Summary of Goodwill and    HTML     54K  
                Intangible Asset Classifications                                 
43: R52         INVENTORIES (Details) - Summary of Inventories      HTML     46K 
                stated at lower cost                                             
62: R53         PROPERTY, PLANT AND EQUIPMENT (Details) - Summary   HTML     48K 
                of property plant and equipment                                  
16: R54         GOODWILL AND OTHER INTANGIBLES (Details) - Summary  HTML     46K 
                of changes in carrying value of goodwill                         
20: R55         GOODWILL AND OTHER INTANGIBLES (Details) - Summary  HTML     50K 
                of gross carrying value and accumulated                          
                amortization of intangible assets                                
54: R56         Goodwill and Other Intangibles (Details)            HTML     54K 
28: R57         Discontinued Operations (Details)                   HTML     46K 
118: R58         Discontinued Operations (Details) - Summary of      HTML     52K  
                discontinued operations                                          
69: R59         ACCRUED LIABILITIES (Details) - Schedule of         HTML     64K 
                accrued liabilities                                              
96: R60         Restructuring and Other Related Charges (Details)   HTML     62K 
45: R61         Restructuring and Other Related Charges (Details)   HTML     44K 
                - Summary of the restructuring and other related                 
                charges                                                          
48: R62         Restructuring and Other Related Charges (Details)   HTML     50K 
                - Summary of accrued liability for the                           
                restructuring and related charges                                
104: R63         Warranty Liability (Details)                        HTML     39K  
100: R64         Warranty Liability (Details) - Summary of changes   HTML     44K  
                in warrant liability included in Accrued                         
                liabilities                                                      
72: R65         NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM     HTML     49K 
                DEBT (Details) - Summary of net minimum payments                 
                on capitalized leases                                            
102: R66         Notes Payable, Capitalized Leases and Long-Term     HTML    463K  
                Debt (Details)                                                   
44: R67         Notes Payable, Capitalized Leases and Long-Term     HTML    105K 
                Debt (Details) - Summary of Long-Term Debt                       
77: R68         Notes Payable, Capitalized Leases and Long-Term     HTML    114K 
                Debt (Details) - Summary of Interest Expense                     
                Incurred                                                         
121: R69         Employee Benefit Plans (Details)                    HTML     92K  
19: R70         Employee Benefit Plans (Details) - Schedule of net  HTML     63K 
                periodic costs                                                   
35: R71         Employee Benefit Plans (Details) -                  HTML     47K 
                Weighted-average assumptions used in determining                 
                the net periodic benefit costs                                   
63: R72         Employee Benefit Plans (Details) - Plan assets and  HTML    145K 
                benefit obligation of the defined benefit plans                  
26: R73         Employee Benefit Plans (Details) - Schedule of      HTML     43K 
                weighted average assumptions used in determining                 
                benefit obligations                                              
124: R74         Employee Benefit Plans (Details) - Actual and       HTML     46K  
                weighted-average assets allocation for qualified                 
                benefit plans                                                    
40: R75         Employee Benefit Plans (Details) - Estimated        HTML     53K 
                future benefit payments to retirees                              
30: R76         Employee Benefit Plans (Details) - Pension and      HTML     78K 
                post-retirement plan assets by asset category                    
34: R77         Employee Benefit Plans (Details) - ESOP Shares      HTML     43K 
21: R78         INCOME TAXES (Details) - Components of Income       HTML     43K 
                before taxes and discontinued operations                         
25: R79         INCOME TAXES (Details) - Provision (benefit) for    HTML     59K 
                income taxes on income from continuing operations                
87: R80         Income Taxes (Details)                              HTML     56K 
32: R81         Income Taxes (Details) - Schedule of effective      HTML     72K 
                income tax rate reconciliation                                   
119: R82         Income Taxes (Details) - Schedule of deferred tax   HTML     94K  
                assets and liabilities                                           
60: R83         Income Taxes (Details) - Components of net          HTML     48K 
                deferred tax asset (liability), by balance sheet                 
                account                                                          
94: R84         Income Taxes (Details) - Schedule of unrecognized   HTML     51K 
                tax benefits                                                     
101: R85         Stockholders' Equity and Equity Compensation        HTML    145K  
                (Details)                                                        
31: R86         Stockholders' Equity and Equity Compensation        HTML     44K 
                (Details) - Summary of stock-based compensation                  
                expense (Details)                                                
33: R87         Stockholders' Equity and Equity Compensation        HTML     54K 
                (Details) - Summary of stock option activity                     
116: R88         Stockholders' Equity and Equity Compensation        HTML     63K  
                (Details) - Stock options activity range of                      
                exercise prices                                                  
27: R89         Stockholders' Equity and Equity Compensation        HTML     62K 
                (Details) - Summary of restricted stock activity                 
88: R90         Commitments and Contingent Liabilities (Details)    HTML     64K 
84: R91         EARNINGS (LOSS) PER SHARE (Details) - Basic and     HTML     51K 
                diluted EPS from continuing operations                           
105: R92         Related Parties (Details)                           HTML     55K  
83: R93         Quarterly Financial Information (Unaudited)         HTML     49K 
                (Details)                                                        
68: R94         Quarterly Financial Information (UNAUDITED)         HTML     59K 
                (Details) - Schedule of quarterly financial                      
                information                                                      
110: R95         REPORTABLE SEGMENTS (Details) - Schedule of         HTML    106K  
                Summary of Reconciliation of Segment Profit Before               
                Taxes and Operations                                             
66: R96         REPORTABLE SEGMENTS (Details) - Schedule of         HTML     49K 
                summary of segment assets                                        
41: R97         REPORTABLE SEGMENTS (Details) - Schedule of         HTML     58K 
                Segment Information by Geographic Region                         
75: R98         Reportable Segments (Details)                       HTML     42K 
70: R99         Other Income (Expense) (Details)                    HTML     42K 
53: R100        OTHER COMPREHENSIVE INCOME (LOSS) (Details) -       HTML     80K 
                Summary of Other Comprehensive Income                            
127: R101        OTHER COMPREHENSIVE INCOME (LOSS) (Details) -       HTML     44K  
                Accumulated Other Comprehensive Income                           
103: R102        Other Comprehensive Income (Loss) (Details) -       HTML     51K  
                Total Comprehensive Income (Loss)                                
82: R103        Other Comprehensive Income (LOSS) (Details) -       HTML     51K 
                Summary of Amounts Reclassified from Accumulated                 
                Other Comprehensive Income                                       
22: R104        Consolidating Guarantor and Non-Guarantor           HTML     42K 
                Financial Information (Details)                                  
112: R105        Consolidating Guarantor and Non-Guarantor           HTML    163K  
                Financial Information (Details) - Summary of                     
                consolidated balance sheets                                      
120: R106        Consolidating Guarantor and Non-Guarantor           HTML    177K  
                Financial Information (Details) - Summary of                     
                consolidated statement of operations and                         
                comprehensive income                                             
114: R107        Consolidating Guarantor and Non-Guarantor           HTML    203K  
                Financial Information (Details) - Summary of                     
                consolidated cash flows                                          
78: R108        Subsequent Events (Details)                         HTML     37K 
29: R109        SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS       HTML     58K 
                (Details) - Schedule of Valuation and Qualifying                 
                Accounts                                                         
123: XML         IDEA XML File -- Filing Summary                      XML    204K  
18: EXCEL       IDEA Workbook of Financial Reports                  XLSX    601K 
49: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   5.70M 
 9: EX-101.INS  XBRL Instance -- gff-20140930                        XML   7.82M 
11: EX-101.CAL  XBRL Calculations -- gff-20140930_cal                XML    414K 
12: EX-101.DEF  XBRL Definitions -- gff-20140930_def                 XML   1.13M 
13: EX-101.LAB  XBRL Labels -- gff-20140930_lab                      XML   3.07M 
14: EX-101.PRE  XBRL Presentations -- gff-20140930_pre               XML   1.73M 
10: EX-101.SCH  XBRL Schema -- gff-20140930                          XSD    355K 
37: ZIP         XBRL Zipped Folder -- 0000050725-14-000006-xbrl      Zip    549K 


‘R7’   —   Description of Business and Summary of Significant Accounting Policies


This is an IDEA Financial Report.  [ Alternative Formats ]



 
v2.4.0.8
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
12 Months Ended
Accounting Policies [Abstract]  
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of business

Griffon Corporation (the “Company” or “Griffon”) is a diversified management and holding company conducting 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. Griffon, to further diversify, also seeks out, evaluates and, when appropriate, will acquire additional businesses that offer potentially attractive returns on capital.

Headquartered in New York, N.Y., the Company was founded in 1959 and is incorporated in Delaware. Griffon is listed on the New York Stock Exchange and trades under the symbol GFF.

Griffon currently conducts its operations through three reportable segments:

Home & Building Products (“HBP”) consists of two companies, The AMES Companies, Inc. (“AMES®”) and Clopay Building Products (“CBP”):

AMES® 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 (“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. 

Consolidation

The consolidated financial statements include the accounts of Griffon and all subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The results of operations of acquired businesses are included from the dates of acquisitions.

Earnings (Loss) per share

Due to rounding, the sum of earnings per share of Continuing operations and Discontinued operations may not equal earnings per share of Net income.

Discontinued operations – Installation Services

In 2008, as a result of the downturn in the residential housing market, Griffon exited substantially all operating activities of its Installation Services segment which sold, installed and serviced garage doors and openers, fireplaces, floor coverings, cabinetry and a range of related building products, primarily for the new residential housing market. Operating results of substantially all of this segment have been reported as discontinued operations in the Consolidated Statements of Operations and Comprehensive Income (Loss) for all periods presented; Installation Services is excluded from segment reporting.

At September 30, 2014, Griffon’s assets and liabilities for discontinued operations primarily related to income taxes and product liability, warranty and environmental reserves.

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

Use of estimates

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, the valuation of assets and liabilities of discontinued operations, acquisition assumptions used 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.

Cash and equivalents

Griffon considers all highly liquid investments purchased with an initial maturity of three months or less to be cash equivalents. Cash equivalents primarily consist of overnight commercial paper, highly-rated liquid money market funds backed by U.S. Treasury securities and U.S. Agency securities, as well as insured bank deposits. Griffon had cash in non-U.S. bank accounts of approximately $34,500 and $21,400 at September 30, 2014 and 2013, respectively. Substantially all U.S. cash and equivalents are in excess of FDIC insured limits. Griffon regularly evaluates the financial stability of all institutions and funds that hold its cash and equivalents.

Fair value of financial instruments

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 value hierarchy, as outlined in the applicable accounting guidance, establishes a fair value hierarchy that requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the hierarchy is based on the lowest level of input that is significant to the fair value measurement. The accounting guidance establishes three levels of inputs that may be used to measure fair value, as follows:

Level 1 inputs are measured and recorded at fair value based upon quoted prices in active markets for identical assets.

Level 2 inputs include inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of assets or liabilities.

Level 3 inputs are unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
The fair values of Griffon’s 2022 senior notes and 2017 4% convertible notes approximated $570,000 and $110,188, respectively, on September 30, 2014. Fair values were based upon quoted market prices (level 1 inputs).

Insurance contracts with a value of $3,490 at September 30, 2014 are measured and recorded at fair value based upon quoted prices in active markets for similar assets (level 2 inputs) and are included in Other current assets on the consolidated balance sheet.

Items Measured at Fair Value on a Recurring Basis

At September 30, 2014, available-for-sale securities, measured at fair value based on quoted prices in active markets for the underlying assets (level 1 inputs), and trading securities, measured at fair value based on quoted prices in active markets for similar assets (level 2 inputs), with values of $9,770 ($8,400 cost basis) and $1,274 ($1,000 cost basis), respectively, are included in Prepaid and other current assets on the Consolidated Balance Sheets. Unrealized gains and losses, net of deferred taxes, on available-for-sale securities are included in our Consolidated Balance Sheets as a component of Accumulated other comprehensive income (loss) (‘‘AOCI’’). At September 30, 2013, the Company had no available-for-sale securities and the fair value of trading securities was $1,194. Realized and unrealized gains and losses on trading securities and realized gains and losses on available-for-sale securities are included in Other income in the Consolidated Statements of Operations and Comprehensive Income (Loss).

In the normal course of business, Griffon’s operations are exposed to the effect of changes in foreign currency exchange rates. In order to manage these risks, Griffon may enter into various derivative contracts such as foreign currency exchange contracts, including forwards and options. During 2014 and 2013, Griffon entered into several such contracts in order to lock into a foreign currency rate for planned settlements of trade and inter-company liabilities payable in USD. At inception, these hedges were all deemed effective as cash flow hedges with gains and losses related to changes in fair value deferred and recorded in Other comprehensive income (loss) and Prepaid and other current assets until settlement. Upon settlement, gains and losses were recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss) as Other income. At September 30, 2014, Griffon had $4,975 of Australian dollar contracts at a weighted average rate of $1.14, which qualified for hedge accounting; there were no such contracts outstanding at September 30, 2013. AOCI included deferred gains of $386 ($252, net of tax) at September 30, 2014 and no contracts settled during the year ended September 30, 2014. A gain of $81 was recorded in Other Income in 2013 for the settled contacts.

At September 30, 2014, Griffon had $3,197 of Australian dollar contracts at a weighted average rate of $1.14. These contracts, which protect Australia operations from currency fluctuations for U.S. dollar based purchases, do not qualify for hedge accounting and a fair value gain of $141 was recorded in Other assets and to Other income for the outstanding contracts, based on similar contract values (level 2 inputs), for the year ended September 30, 2014, respectively.  All contracts expire in 20 to 90 days.

Pension plan assets with a fair value of $154,966 at September 30, 2014, are measured and recorded at fair value based upon quoted prices in active markets for identical assets (level 1 inputs) and quoted market prices for similar assets (level 2 inputs).

Non-U.S. currency translation

Assets and liabilities of non-U.S. subsidiaries, where the functional currency is not the U.S. dollar, have been translated at year-end exchange rates and profit and loss accounts have been translated using weighted average exchange rates. Adjustments resulting from currency translation have been recorded in the equity section of the balance sheet in AOCI as cumulative translation adjustments. Cumulative translation adjustments were a loss of $3,820 and gain of $20,113 at September 30, 2014 and 2013, respectively. Assets and liabilities of an entity that are denominated in currencies other than that entity’s functional currency are remeasured into the functional currency using period end exchange rates, or historical rates where applicable to certain balances. Gains and losses arising on remeasurements are recorded within the Consolidated Statement of Operations and Comprehensive Income (Loss) as a component of Other income (expense).

Revenue recognition

Revenue is recognized when the following circumstances are satisfied: a) persuasive evidence of an arrangement exists, b) delivery has occurred, title has transferred or services are rendered, c) price is fixed and determinable and d) collectability is reasonably assured. Goods are sold on terms that transfer title and risk of loss at a specified location. Revenue recognition from product sales occurs when all factors are met, including transfer of title and risk of loss, which occurs either upon shipment or upon receipt by customers at the location specified in the terms of sale. Other than standard product warranty provisions, sales arrangements provide for no other significant post-shipment obligations. From time to time and for certain customers, rebates and other sales incentives, promotional allowances or discounts are offered, typically related to customer purchase volumes, all of which are fixed or determinable and are classified as a reduction of revenue and recorded at the time of sale. Griffon provides for sales returns allowances based upon historical returns experience.

Telephonics earns a substantial portion of its revenue as either a prime or subcontractor from contract awards with the U.S. Government, as well as non-U.S. governments and other commercial customers. These formal contracts are typically long-term in nature, usually greater than one year. Revenue and profits from these long-term fixed price contracts are recognized under the percentage-of-completion method of accounting. Revenue and profits on fixed-price contracts that contain engineering as well as production requirements are recorded based on the ratio of total actual incurred costs to date to the total estimated costs for each contract (cost-to-cost method). Using the cost-to-cost method, revenue is recorded at amounts equal to the ratio of actual cumulative costs incurred divided by total estimated costs at completion, multiplied by the total estimated contract revenue, less the cumulative revenue recognized in prior periods. The profit recorded on a contract using this method is equal to the current estimated total profit margin multiplied by the cumulative revenue recognized, less the amount of cumulative profit previously recorded for the contract in prior periods. As this method relies on the substantial use of estimates, these projections may be revised throughout the life of a contract. Components of this formula and ratio that may be estimated include gross profit margin and total costs at completion. The cost performance and estimates to complete on long-term contracts are reviewed, at a minimum, on a quarterly basis, as well as when information becomes available that would necessitate a review of the current estimate. Adjustments to estimates for a contract’s estimated costs at completion and estimated profit or loss often are required as experience is gained, and as more information is obtained, even though the scope of work required under the contract may or may not change, or if contract modifications occur. The impact of such adjustments or changes to estimates is made on a cumulative basis in the period when such information has become known. In 2014, 2013 and 2012, income from operations included net favorable/(unfavorable) catch-up adjustments approximating $(400), $3,400 and 9,200, respectively. Gross profit is affected by a variety of factors, including the mix of products, systems and services, production efficiencies, price competition and general economic conditions.

Revenue and profits on cost-reimbursable type contracts are recognized as allowable costs, and are incurred on the contract at an amount equal to the allowable costs plus the estimated profit on those costs. The estimated profit on a cost-reimbursable contract may be fixed or variable based on the contractual fee arrangement. Incentive and award fees on these contracts are recorded as revenue when the criteria under which they are earned are reasonably assured of being met and can be estimated.

For contracts whose anticipated total costs exceed the total expected revenue, an estimated loss is recognized in the period when identifiable. A provision for the entire amount of the estimated loss is recorded on a cumulative basis. The estimated remaining costs to complete loss contracts as of September 30, 2014 was $3,100 and is recorded as a reduction to gross margin on the Consolidated Statements of Operations and Comprehensive Income (Loss). This loss had an immaterial impact to Griffon's Consolidated Financial Statements.

Amounts representing contract change orders or claims are included in revenue only when they can be reliably estimated and their realization is probable, and are determined on a percentage-of-completion basis measured by the cost-to-cost method.

From time to time, Telephonics may combine contracts if they are negotiated together, have specific requirements to combine, or are otherwise closely related. Contracts are segmented based on customer requirements.

Accounts receivable, allowance for doubtful accounts and concentrations of credit risk

Accounts receivable is composed principally of trade accounts receivable that arise from the sale of goods or services on account, and is stated at historical cost. A substantial portion of Griffon’s trade receivables are from customers of HBP, of which the largest customer is Home Depot, whose financial condition is dependent on the construction and related retail sectors of the economy. In addition, a significant portion of Griffon’s trade receivables are from one Plastics customer, P&G, whose financial condition is dependent on the consumer products and related sectors of the economy. As a percentage of consolidated accounts receivable, U.S. Government related programs were 16%, P&G was 7% and Home Depot was 9%. Griffon performs continuing evaluations of the financial condition of its customers, and although Griffon generally does not require collateral, letters of credit may be required from customers in certain circumstances.

Trade receivables are recorded at the stated amount, less allowance for doubtful accounts and, when appropriate, for customer program reserves and cash discounts. The allowance represents estimated uncollectible receivables associated with potential customer defaults on contractual obligations (usually due to customers’ potential insolvency). The allowance for doubtful accounts includes amounts for certain customers where a risk of default has been specifically identified, as well as an amount for customer defaults based on a formula when it is determined the risk of some default is probable and estimable, but cannot yet be associated with specific customers. The provision related to the allowance for doubtful accounts is recorded in Selling, general and administrative ("SG&A") expenses. The Company writes-off accounts receivable when they are deemed to be uncollectible.

Customer program reserves and cash discounts are netted against accounts receivable when it is customer practice to reduce invoices for these amounts. The amounts netted against accounts receivable in 2014 and 2013 were $9,295 and $6,556, respectively.

All accounts receivable amounts are expected to be collected in less than one year.

The Company does not currently have customers or contracts that prescribe specific retainage provisions.

Contract costs and recognized income not yet billed

Contract costs and recognized income not yet billed consists of amounts accounted for under the percentage of completion method of accounting, recoverable costs and accrued profit that cannot yet be invoiced under the terms of certain long-term contracts. Amounts will be invoiced when applicable contract terms, such as the achievement of specified milestones or product delivery, are met. At September 30, 2014 and 2013, approximately $8,400 and $11,000, respectively, of contract costs and recognized income not yet billed were expected to be collected after one year. As of September 30, 2014 and 2013, the unbilled receivable balance included $2,200 and $1,900, respectively, of reserves for contract risk.

Inventories

Inventories, stated at the lower of cost (first-in, first-out or average) or market, include material, labor and manufacturing overhead costs.

Griffon’s businesses typically do not require inventory that is susceptible to becoming obsolete or dated. In general, Telephonics sells products in connection with programs authorized and approved under contracts awarded by the U.S. Government or agencies thereof and in accordance with customer specifications. Plastics primarily produces fabricated materials used by customers in the production of their products and these materials are produced against orders from those customers. HBP produces doors and non-powered lawn and garden tools in response to orders from customers of retailers and dealers or based on expected orders, as applicable.

Property, plant and equipment

Property, plant and equipment includes the historical cost of land, buildings, equipment and significant improvements to existing plant and equipment or, in the case of acquisitions, a fair market value appraisal of such assets completed at the time of acquisition. Expenditures for maintenance, repairs and minor renewals are expensed as incurred. When property or equipment is sold or otherwise disposed of, the related cost and accumulated depreciation is removed from the respective accounts and the gain or loss is recognized. No event or indicator of impairment occurred during the three years ended September 30, 2014, which would require additional impairment testing of property, plant and equipment.

Depreciation expense, which includes amortization of assets under capital leases, was $59,488, $62,911 and $58,216 for the years ended September 30, 2014, 2013 and 2012, respectively, and was calculated on a straight-line basis over the estimated useful lives of the assets. Depreciation included in SG&A expenses was $10,815, $12,733 and $13,136 for the years ended September 30, 2014, 2013 and 2012. The remaining components of depreciation, attributable to manufacturing operations, are included in Cost of goods and services. Estimated useful lives for property, plant and equipment are as follows: buildings and building improvements, 25 to 40 years; machinery and equipment, 2 to 15 years and leasehold improvements, over the term of the lease or life of the improvement, whichever is shorter.

Capitalized interest costs included in Property, plant and equipment were $4,529, $4,030 and $2,975 for the years ended September 30, 2014, 2013 and 2012, respectively. The original cost of fully-depreciated property, plant and equipment remaining in use at September 30, 2014 was approximately $253,272.

Goodwill and indefinite-lived intangibles

Goodwill is the excess of the acquisition cost of a business over the fair value of the identifiable net assets acquired. Goodwill is not amortized, but is subject to an annual impairment test unless during an interim period, impairment indicators such as a significant change in the business climate exist.

Griffon performed its annual impairment testing of goodwill as of September 30, 2014. The performance of the test involves a two-step process. The first step involves comparing the fair value of Griffon’s reporting units with the reporting unit’s carrying amount, including goodwill. Griffon generally determines the fair value of its reporting units using the income approach methodology of valuation that includes the present value of expected future cash flows. This method uses market assumptions specific to Griffon’s reporting units. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, Griffon performs the second step of the goodwill impairment test to determine the amount of impairment loss. The second step compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill.

Griffon defines its reporting units as its three reportable segments: HBP, Telephonics and Plastics. HBP consists of two components, AMES® and CBP, which due to their similar economic characteristics, are aggregated into one reporting unit for goodwill testing.

Griffon used 5 year projections and a 3.0% terminal value to which discount rates between 9% and 10% were applied to calculate each unit’s fair value. To substantiate fair values derived from the income approach methodology of valuation, the implied fair value was reconciled to Griffon’s market capitalization, the results of which supported the implied fair values. Any changes in key assumptions or management judgment with respect to a reporting unit or its prospects, which may result from a decline in Griffon’s stock price, a change in market conditions, market trends, interest rates or other factors outside Griffon’s control, or significant underperformance relative to historical or project future operating results, could result in a significantly different estimate of the fair value of the reporting units, which could result in a future impairment charge (level 3 inputs).

Based upon the results of the annual impairment review, it was determined that the fair value of each reporting unit substantially exceeded the carrying value of the assets, as performed under step one, and no impairment existed.

Similar to goodwill, Griffon tests indefinite-lived intangible assets at least annually and when indicators of impairment exist. Griffon uses a discounted cash flow method to calculate and compare the fair value of the intangible to its book value. This method uses market assumptions specific to Griffon’s reporting units, which are reasonable and supportable. If the fair value is less than the book value of the indefinite-lived intangibles, an impairment charge would be recognized.

There was no impairment related to any goodwill or indefinite-lived intangible at September 30, 2014, 2013 or 2012.

Definite-lived long-lived assets

Amortizable intangible assets are carried at cost less accumulated amortization. For financial reporting purposes, definite-lived intangible assets are amortized on a straight-line basis over their useful lives, generally eight to twenty-five years. Long-lived assets and certain identifiable intangible assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition.

There were no indicators of impairment during the three years ending September 30, 2014.
 
Income taxes
 
Income taxes are accounted for under the liability method. Deferred taxes reflect the tax consequences on future years of differences between the tax basis of assets and liabilities and their financial reporting amounts. The carrying value of Griffon’s deferred tax assets is dependent upon Griffon’s ability to generate sufficient future taxable income in certain tax jurisdictions. Should Griffon determine that it is more likely than not that some portion of the deferred tax assets will not be realized, a valuation allowance against the deferred tax assets would be established in the period such determination was made.
 
Griffon provides for uncertain tax positions and any related interest and penalties based upon Management’s assessment of whether a tax benefit is more likely than not of being sustained upon examination by tax authorities. At September 30, 2014 Griffon believes that it has appropriately accounted for all unrecognized tax benefits. As of September 30, 2014, 2013 and 2012, Griffon has recorded unrecognized tax benefits in the amount of $7,906, $10,520 and $11,876, respectively. Accrued interest and penalties related to income tax matters are recorded in the provision for income taxes.
 
Research and development costs, shipping and handling costs and advertising costs
 
Research and development costs not recoverable under contractual arrangements are charged to SG&A expense as incurred and amounted to $23,400, $22,400 and $23,600 in 2014, 2013 and 2012, respectively.
 
SG&A expenses include shipping and handling costs of $42,400 in 2014, $39,600 in 2013 and $40,200 in 2012 and advertising costs, which are expensed as incurred, of $24,000 in 2014, $23,000 in 2013 and $22,000 in 2012.
 
Risk, retention and insurance

Griffon’s property and casualty insurance programs contain various deductibles that, based on Griffon’s experience, are reasonable and customary for a company of its size and risk profile. Griffon generally maintains deductibles for claims and liabilities related primarily to workers’ compensation, general, product and automobile liability as well as property damage and business interruption losses resulting from certain events. Griffon does not consider any of the deductibles to represent a material risk to Griffon. Griffon accrues for claim exposures that are probable of occurrence and can be reasonably estimated. Insurance is maintained to transfer risk beyond the level of self-retention and provides protection on both an individual claim and annual aggregate basis.

Pension benefits

Griffon sponsors defined and supplemental benefit pension plans for certain retired employees. Annual amounts relating to these plans are recorded based on actuarial projections, which include various actuarial assumptions, including discount rates, assumed rates of return, compensation increases and turnover rates. Actuarial assumptions used to determine pension liabilities, assets and expense are reviewed annually and modified based on current economic conditions and trends. The expected return on plan assets is determined based on the nature of the plan's investments and expectations for long-term rates of return. The discount rate used to measure obligations is based on a corporate bond spot-rate yield curve that matches projected future benefit payments, with the appropriate spot rate applicable to the timing of the projected future benefit payments. Assumptions used in determining Griffon’s obligations under the defined benefit pension plans are believed to be reasonable, based on experience and advice from independent actuaries; however, differences in actual experience or changes in assumptions may materially affect Griffon’s financial position or results of operations.

All of the defined benefit plans are frozen and have ceased accruing benefits.

Newly issued but not yet effective accounting pronouncements

In July 2013, the FASB issued new accounting guidance requiring an unrecognized tax benefit to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss or tax credit carryforward, except for instances when the carryforward is not available to settle any additional income taxes and an entity does not intend to use the deferred tax benefit for these purposes. In these circumstances, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This guidance is effective for the Company beginning in 2015 and is not expected to have a material impact on the Company’s financial condition or results of operations.

In April 2014, the FASB issued guidance changing the requirements for reporting discontinued operations where a disposal of a component of an entity or group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results when either classified as held for sale, or disposed of by sale or otherwise disposed. The amendment also requires enhanced disclosures about the discontinued operation and disclosure information for other significant dispositions. This guidance is effective for the Company beginning in 2015 and is not expected to have a material impact on the Company’s financial condition or results of operations; early adoption permitted for disposals that have not been previously reported.

In May 2014, the FASB issued guidance on revenue from contracts with customers. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. Other major provisions include capitalization of certain contract costs, consideration of time value of money in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved, in certain circumstances. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity's contracts with customers. This guidance permits the use of either the retrospective or cumulative effect transition method and is effective for the Company beginning in 2017; early adoption is not permitted. We have not yet selected a transition method and are currently evaluating the impact of the guidance on the Company's financial condition, results of operations and related disclosures.

In August 2014, the FASB issued guidance on management's responsibility in evaluating whether there is substantial doubt about a company's ability to continue as a going concern and related footnote disclosures. Management will be required to evaluate, at each reporting period, whether there are conditions or events that raise substantial doubt about a company's ability to continue as a going concern within one year from the date the financial statements are issued. This guidance is effective prospectively for annual and interim reporting period beginning in 2017; implementation of this guidance is not expected to have a material effect on the Company’s financial condition or results of operations.

Recently issued effective accounting pronouncements

In February 2013, the FASB issued new accounting guidance requiring enhanced disclosures for items reclassified out of AOCI. It does not amend existing requirements for reporting net income or other comprehensive income in the financial statements. This guidance was effective, prospectively, for annual reporting periods beginning after December 15, 2012, with early adoption permitted. As this guidance relates to presentation only, implementation in the first quarter of fiscal 2014 had no effect on the Company’s financial condition or results of operations.

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.

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed as of:11/13/143
Filed on:11/12/148-K
For Period end:9/30/14
9/30/1310-K
12/15/12
9/30/1210-K,  5,  ARS
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