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Griffon Corp – ‘10-K’ for 9/30/12 – ‘R30’

On:  Friday, 11/16/12, at 1:08pm ET   ·   For:  9/30/12   ·   Accession #:  930413-12-6185   ·   File #:  1-06620

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

11/16/12  Griffon Corp                      10-K        9/30/12  120:25M                                    Command Financial

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   2.04M 
 2: EX-21       Subsidiaries List                                   HTML     35K 
 3: EX-23       Consent of Experts or Counsel                       HTML     38K 
 4: EX-31.1     Certification -- §302 - SOA'02                      HTML     41K 
 5: EX-31.2     Certification -- §302 - SOA'02                      HTML     41K 
 6: EX-32       Certification -- §906 - SOA'02                      HTML     36K 
79: R1          Document And Entity Information                     HTML     63K 
59: R2          Consolidated Balance Sheets                         HTML    157K 
74: R3          Consolidated Balance Sheets (Parentheticals)        HTML     64K 
83: R4          Consolidated Statements of Operations               HTML    157K 
108: R5          Consolidated Statements of Cash Flows               HTML    191K  
62: R6          Consolidated Statements of Shareholders' Equity     HTML    126K 
                and Comprehensive Income (Loss)                                  
73: R7          Description of Business and Summary of Significant  HTML     75K 
                Accounting Policies                                              
53: R8          Acquisitions                                        HTML     63K 
42: R9          Inventories                                         HTML     42K 
110: R10         Property, Plant and Equipment                       HTML     45K  
85: R11         Goodwill and Other Intangibles                      HTML     73K 
84: R12         Discontinued Operations                             HTML     52K 
91: R13         Accrued Liabilities                                 HTML     47K 
92: R14         Restructuring and Other Related Charges             HTML     63K 
89: R15         Warranty Liability                                  HTML     43K 
93: R16         Notes Payable, Capitalized Leases and Long-Term     HTML    268K 
                Debt                                                             
75: R17         Employee Benefit Plans                              HTML    205K 
80: R18         Income Taxes                                        HTML    131K 
87: R19         Stockholders' Equity and Equity Compensation        HTML    146K 
119: R20         Accumulated Other Comprehensive Income (Loss)       HTML     47K  
102: R21         Commitments and Contingent Liabilities              HTML     45K  
68: R22         Earnings Per Share                                  HTML     49K 
86: R23         Related Parties                                     HTML     38K 
71: R24         Quarterly Financial Information (Unaudited)         HTML     72K 
32: R25         Business Segments                                   HTML    171K 
103: R26         Other Income (Expense)                              HTML     36K  
115: R27         Consolidating Guarantor and Non-Guarantor           HTML    494K  
                Financial Information                                            
47: R28         Subsequent Event                                    HTML     35K 
46: R29         Schedule Ii                                         HTML    113K 
51: R30         Accounting Policies, by Policy (Policies)           HTML    145K 
52: R31         Acquisitions (Tables)                               HTML     56K 
54: R32         Inventories (Tables)                                HTML     41K 
21: R33         Property, Plant and Equipment (Tables)              HTML     44K 
100: R34         Goodwill and Other Intangibles (Tables)             HTML     71K  
66: R35         Discontinued Operations (Tables)                    HTML     49K 
69: R36         Accrued Liabilities (Tables)                        HTML     46K 
37: R37         Restructuring and Other Related Charges (Tables)    HTML     63K 
118: R38         Warranty Liability (Tables)                         HTML     42K  
13: R39         Notes Payable, Capitalized Leases and Long-Term     HTML    250K 
                Debt (Tables)                                                    
56: R40         Employee Benefit Plans (Tables)                     HTML    216K 
107: R41         Income Taxes (Tables)                               HTML    135K  
34: R42         Stockholders' Equity and Equity Compensation        HTML    135K 
                (Tables)                                                         
45: R43         Accumulated Other Comprehensive Income (Loss)       HTML     44K 
                (Tables)                                                         
50: R44         Earnings Per Share (Tables)                         HTML     46K 
60: R45         Quarterly Financial Information (Unaudited)         HTML     67K 
                (Tables)                                                         
20: R46         Business Segments (Tables)                          HTML    168K 
41: R47         Consolidating Guarantor and Non-Guarantor           HTML    495K 
                Financial Information (Tables)                                   
15: R48         Schedule Ii (Tables)                                HTML    112K 
105: R49         Description of Business and Summary of Significant  HTML    108K  
                Accounting Policies (Detail)                                     
33: R50         Acquisitions (Detail)                               HTML     39K 
101: R51         Acquisitions (Detail) - Summary of fair values of   HTML     50K  
                assets acquired                                                  
38: R52         Acquisitions (Detail) - Summary of goodwill and     HTML     48K 
                intangible asset classifications                                 
57: R53         Acquisitions (Detail) - Schedule of pro forma       HTML     70K 
                information and net earnings                                     
14: R54         INVENTORIES (Detail) - Summary of Inventories       HTML     43K 
                stated at lower cost                                             
17: R55         PROPERTY, PLANT AND EQUIPMENT (Detail) - Summary    HTML     46K 
                of property plant and equipment                                  
49: R56         Goodwill and Other Intangibles (Detail)             HTML     52K 
25: R57         Goodwill and Other Intangibles (Detail) - Summary   HTML     49K 
                of changes in carrying value of goodwill                         
112: R58         Goodwill and Other Intangibles (Detail) - Summary   HTML     48K  
                of gross carrying value and accumulated                          
                amortization of intangible assets                                
64: R59         DISCONTINUED OPERATIONS (Detail) - Summary of       HTML     55K 
                discontinued operations                                          
90: R60         ACCRUED LIABILITIES (Detail) - Schedule of accrued  HTML     64K 
                liabilities                                                      
40: R61         Restructuring and Other Related Charges (Detail)    HTML     55K 
43: R62         Restructuring and Other Related Charges (Detail) -  HTML     41K 
                Summary of restructuring and other related charges               
98: R63         Restructuring and Other Related Charges (Detail) -  HTML     50K 
                Activity in restructuring accrual recorded in                    
                accrued liabilities                                              
94: R64         WARRANTY LIABILITY (Detail) - Summary of changes    HTML     41K 
                in warrant liability included in Accrued                         
                liabilities                                                      
67: R65         Notes Payable, Capitalized Leases and Long-Term     HTML    422K 
                Debt (Detail)                                                    
96: R66         Notes Payable, Capitalized Leases and Long-Term     HTML     50K 
                Debt (Detail) - Summary of net minimum payments on               
                capitalized leases                                               
39: R67         Notes Payable, Capitalized Leases and Long-Term     HTML    105K 
                Debt (Detail) - Summary of long term debt                        
72: R68         Notes Payable, Capitalized Leases and Long-Term     HTML    112K 
                Debt (Detail) - Summary of Interest expense                      
                incurred                                                         
114: R69         Employee Benefit Plans (Detail)                     HTML     89K  
16: R70         Employee Benefit Plans (Detail) - Schedule of net   HTML     64K 
                periodic costs                                                   
31: R71         Employee Benefit Plans (Detail) - Weighted-average  HTML     45K 
                assumptions used in determining the net periodic                 
                benefit costs                                                    
58: R72         Employee Benefit Plans (Detail) - Plan assets and   HTML    151K 
                benefit obligation of the defined benefit plans                  
23: R73         Employee Benefit Plans (Detail) - Schedule of       HTML     40K 
                weighted average assumptions used in determining                 
                benefit obligations                                              
117: R74         Employee Benefit Plans (Detail) - Actual and        HTML     42K  
                weighted-average assets allocation for qualified                 
                benefit plans                                                    
35: R75         Employee Benefit Plans (Detail) - Estimated future  HTML     46K 
                benefit payments to retirees                                     
26: R76         Employee Benefit Plans (Detail) - Pension and       HTML     56K 
                post-retirement plan assets by asset category                    
30: R77         Employee Benefit Plans (Detail) - Schedule of       HTML     41K 
                activity for level 3 assets                                      
18: R78         Employee Benefit Plans (Detail) - ESOP Shares       HTML     42K 
22: R79         Income Taxes (Detail)                               HTML     47K 
81: R80         Income Taxes (Detail) - Components of Income        HTML     41K 
                before taxes and discontinued operations                         
28: R81         Income Taxes (Detail) - Provision (benefit) for     HTML     59K 
                income taxes on income from continuing operations                
113: R82         Income Taxes (Detail) - Schedule of effective       HTML     75K  
                income tax rate reconciliation                                   
55: R83         Income Taxes (Detail) - Schedule of deferred tax    HTML    113K 
                assets and liabilities                                           
88: R84         Income Taxes (Detail) - Components of net deferred  HTML     46K 
                tax asset (liability), by balance sheet account                  
95: R85         Income Taxes (Detail) - Schdule of unrecognized     HTML     48K 
                tax benefits                                                     
27: R86         Stockholders' Equity and Equity Compensation        HTML     74K 
                (Detail)                                                         
29: R87         Stockholders' Equity and Equity Compensation        HTML    120K 
                (Detail) - Summary of stock option activity                      
109: R88         Stockholders' Equity and Equity Compensation        HTML     62K  
                (Detail) - Stock options activity range of                       
                exercise prices                                                  
24: R89         Stockholders' Equity and Equity Compensation        HTML     77K 
                (Detail) - Summary of restricted stock activity                  
82: R90         ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)       HTML     53K 
                (Detail) - Summary of comprehensive income                       
78: R91         Commitments and Contingent Liabilities (Detail)     HTML     63K 
99: R92         EARNINGS PER SHARE (Detail) - Basic and diluted     HTML     53K 
                EPS from continuing operations                                   
77: R93         Related Parties (Detail)                            HTML     43K 
63: R94         Quarterly Financial Information (Unaudited)         HTML     46K 
                (Detail)                                                         
104: R95         Quarterly Financial Information (UNAUDITED)         HTML     63K  
                (Detail) - Schedule of quarterly financial                       
                information                                                      
61: R96         Business Segments (Detail)                          HTML     36K 
36: R97         Business Segments (Detail) - Summary of             HTML    124K 
                reconciliation of segment profit before taxes and                
                operations                                                       
70: R98         Business Segments (Detail) - Summary of segment     HTML     48K 
                assets                                                           
65: R99         Business Segments (Detail) - Segment information    HTML     50K 
                by geographic region was as follows                              
48: R100        Other Income (Expense) (Detail)                     HTML     37K 
120: R101        CONSOLIDATING GUARANTOR AND NON-GUARANTOR           HTML    172K  
                FINANCIAL INFORMATION (Detail) - Summary of                      
                consolidated balance sheets                                      
97: R102        CONSOLIDATING GUARANTOR AND NON-GUARANTOR           HTML    168K 
                FINANCIAL INFORMATION (Detail) - Summary of                      
                consolidated statement of operations                             
76: R103        CONSOLIDATING GUARANTOR AND NON-GUARANTOR           HTML    240K 
                FINANCIAL INFORMATION (Detail) - Summary of                      
                consolidated cash flows                                          
19: R104        Subsequent Event (Detail)                           HTML     35K 
106: R105        SCHEDULE II (Detail) - Schedule Of Valuation and    HTML     57K  
                Qualifying Accounts                                              
116: XML         IDEA XML File -- Filing Summary                      XML    189K  
44: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   6.05M 
 7: EX-101.INS  XBRL Instance -- gff-20120930                        XML   9.23M 
 9: EX-101.CAL  XBRL Calculations -- gff-20120930_cal                XML    172K 
10: EX-101.DEF  XBRL Definitions -- gff-20120930_def                 XML   1.66M 
11: EX-101.LAB  XBRL Labels -- gff-20120930_lab                      XML   2.24M 
12: EX-101.PRE  XBRL Presentations -- gff-20120930_pre               XML   1.64M 
 8: EX-101.SCH  XBRL Schema -- gff-20120930                          XSD    386K 
111: ZIP         XBRL Zipped Folder -- 0000930413-12-006185-xbrl      Zip    420K  


‘R30’   —   Accounting Policies, by Policy (Policies)


This is an IDEA Financial Report.  [ Alternative Formats ]



 
v2.4.0.6
Accounting Policies, by Policy (Policies)
12 Months Ended
Earnings Per Share, Policy [Policy Text Block]

Earnings 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, Policy [Policy Text Block]

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 for all periods presented; the Installation Services segment is excluded from segment reporting.

Reclassifications and Adoption of New Accounting Guidance [Policy Text Block]

Reclassifications and Adoption of New Accounting Guidance


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

Use of Estimates, Policy [Policy Text Block]

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 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.

Cash and Cash Equivalents, Policy [Policy Text Block]

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 $15,914 and $39,738 at September 30, 2012 and 2011, respectively. Substantially all U.S. cash and equivalents are covered by government insurance or backed by government securities. Griffon regularly evaluates the financial stability of all institutions and funds that hold its cash and equivalents.

Fair Value of Financial Instruments, Policy [Policy Text Block]

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 values of Griffon’s 2018 senior notes, 2017 and 2023 4% convertible notes approximated $580,250, $102,000 and $544, respectively on September 30, 2012. Fair values were based upon quoted market prices (level 1 inputs).


Insurance contracts with a value of $4,183 and trading securities with a value of $697 at September 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 September 30, 2012, Griffon had $1,500 of Australian dollar contracts at a weighted average rate of $0.966. The contracts, which protect Australia operations from currency fluctuations for U.S. dollar based purchases, do not qualify for hedge accounting and a fair value loss of $1 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, 2012. All contracts expire in 15 to 75 days.


Pension plan assets with a fair value of $160,833 at September 30, 2012, are measured and recorded at fair value based upon quoted prices in active markets for identical assets (level 1 inputs), quoted market prices for similar assets (level 2 inputs) and derived by audited financial statements (level 3 inputs).

Foreign Currency Transactions and Translations Policy [Policy Text Block]

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 as cumulative translation adjustments. 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 Statement of Operations as a component of Other income (expense).

Revenue Recognition, Policy [Policy Text Block]

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 which 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. 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 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.


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.

Accounts receivable, allowance for doubtful accounts and concentrations of credit risk [Policy Text Block]

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


Accounts receivable is composed principally of trade accounts receivable that arise primarily 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 was 18%, while Home Depot and P&G were each under 10%. 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 was recorded in SG&A expenses.


Customer program reserves and cash discounts are netted against accounts receivable when it is customer practice to reduce invoices for these amounts. The amount netted against accounts receivable in 2012 and 2011 was $8,653 and $12,683, respectively.

Contract Costs And Recognized Income Not Yet Billed [Policy Text Block]

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.

Inventory, Policy [Policy Text Block]

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, either as prime or subcontractor, and in accordance with customer specifications. Plastics produces fabricated materials used by customers in the production of their products and these materials are produced against orders by 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, Policy [Policy Text Block]

Property, plant and equipment


Property, plant and equipment includes the historical cost of land, buildings, equipment and significant improvements to existing plant and equipment. 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 realized in income.


Depreciation expense, which includes amortization of assets under capital leases, was $58,216, $52,844 and $38,456 for the years ended September 30, 2012, 2011 and 2010, respectively, and was calculated on a straight-line basis over the estimated useful lives of the assets. 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 $2,975, $2,250 and $1,700 for the years ended September 30, 2012, 2011 and 2010, respectively. The original cost of fully-depreciated property, plant and equipment remaining in use at September 30, 2012 was approximately $195,000.

Goodwill and Intangible Assets, Intangible Assets, Indefinite-Lived, Policy [Policy Text Block]

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, 2012. 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 Griffon’s own market assumptions. 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 segments.


Griffon used five year projections and a 3.0% terminal value to which discount rates between 9.5% and 11.5% 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.


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 Griffon’s own market assumptions 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 indefinite-lived intangible assets in 2012.

Definite-Lived Long-Lived Assets [Policy Text Block]

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.


For 2012 and 2011, the future undiscounted cash flows expected to be generated from the use of definite-lived long-lived assets were substantially greater than the carrying value of the assets, and as such, there was no impairment.

Income Tax, Policy [Policy Text Block]

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 bases 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, 2012 Griffon believes that it has appropriately accounted for all unrecognized tax benefits. As of September 30, 2012, 2011 and 2010, Griffon has recorded unrecognized tax benefits in the amount of $11,876, $12,910 and $11,764, 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 [Policy Text Block]

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 $23,600, $23,900 and $21,400 in 2012, 2011 and 2010, respectively.


SG&A expenses include shipping and handling costs of $40,200 in 2012, $41,600 in 2011 and $32,100 in 2010 and advertising costs, which are expensed as incurred, of $22,000 in 2012, $23,000 in 2011 and $14,700 in 2010.

Risk, Retention and Insurance [Policy Text Block]

Risk, Retention and Insurance


Griffon’s property and casualty insurance programs contain various deductibles that, based on Griffon’s experience, are typical 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.


In the U.S., Griffon currently self-assumes its general and product liability claims up to $350 per occurrence and its workers’ compensation and automobile liability claims up to $250 per occurrence. Third-party insurance provides primary level coverage in excess of these deductible amounts up to certain specified limits. In addition, Griffon has excess liability insurance from third-party insurers on both an aggregate and an individual occurrence basis substantially in excess of the limits of the primary coverage.


Griffon has local insurance coverage in Germany, Brazil, Canada, Ireland, Australia, Turkey, Mexico and China which is subject to reasonable deductibles. Griffon has worldwide excess coverage above these local programs.


Griffon Corporation and its U.S. subsidiaries also self assume health related claims to a maximum of $300 per participant, per year.

Pension and Other Postretirement Plans, Policy [Policy Text Block]

Pension Benefits


Griffon sponsors defined and supplemental benefit pension plans for certain employees and 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. The actuarial assumptions used to determine pension liabilities and assets, as well as pension expense, are reviewed on an annual basis when modifications to assumptions are made based on current economic conditions and trends. The expected return on plan assets is determined based on the nature of the plans’ 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. The assumptions utilized in recording 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 the assumptions may materially affect Griffon’s financial position or results of operations.


The U.S. components of the defined benefit plans, which excludes the supplemental and post retirement healthcare and insurance benefit plans, are frozen and have stopped accruing benefits.

Newly Issued But Not Yet Effective Accounting Pronouncements [Policy Text Block]

Newly issued but not yet effective accounting pronouncements


In June 2011, the FASB issued new accounting guidance which requires the presentation of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income, or in two separate but consecutive statements. The new accounting rules eliminate the option to present components of other comprehensive income as part of the statement of changes in shareholders’ equity. The new accounting rules will be effective for the Company in 2013 and are not expected to have a material effect on the Company’s financial condition or results of operations.


In September 2011, the FASB issued new accounting guidance that allows an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative impairment testing of goodwill and indefinite life intangibles. This guidance is effective for the Company in 2013 and is not expected to have an impact on the Company’s financial condition or result of operations.

New Accounting Pronouncements, Policy [Policy Text Block]

Recently issued effective accounting pronouncements


None


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:11/16/12
For Period end:9/30/125,  ARS
9/30/1110-K
9/30/1010-K,  8-K,  ARS
9/15/09
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