Griffon Corporation

Hello, and welcome to the Griffin Corporation first quarter 2022 earnings conference call. At this time, all participants are in listen-only mode. A question and answer session will follow the formal presentation. We ask that you please ask one question and one follow-up, then return to the queue. If anyone should require operator assistance, please press star zero on your telephone keypad. As a reminder, this conference is being recorded. It's now my pleasure to introduce your host, Brian Harris, CFO. Please go ahead.

Thank you, Kevin. Good morning, everyone. With me on the call is Ron Kramer, our Chairman and Chief Executive Officer, and Bob Mamel, our President and Chief Operating Officer. Our call is being recorded and will be available for playback, the details of which are in our press release issued earlier today. As in the past, our comments will include forward-looking statements about the company's performance, based on our views of Griffin's businesses and the environments in which they operate. Such statements are subject to inherent risks and uncertainties that can change as the world changes. Please see the cautionary statements in today's press release and in our various securities and exchange commission filings. Finally, some of today's remarks will adjust for those items that affect comparability between reporting periods. These items are explained in our non-GAAP reconciliations included in our press release. Now I'll turn the call over to Ron.

Thanks and good morning, everyone. We're very pleased with our results this quarter. We're off to an excellent start to fiscal 2022. Griffin first quarter revenue increased 9% over the prior year as we saw a sustained demand across our consumer products categories, a robust housing and commercial construction market, and healthy repair and remodel activities. Despite the challenging macroeconomic backdrop, consumer demand and homeowner activity continue to be strong. Our adjusted EBITDA trailed the prior year, but as we indicated on our fourth quarter call, we expected margin compression in our first quarter as we continue to work with customers and suppliers to normalize price to cost parity across our businesses. I'm pleased to say that we made good progress with this initiative in the first quarter, and we're on track to reach our target of achieving price to cost parity by the end of our second quarter. Last week, we announced the exciting news that we closed on our acquisition of the Hunter Fan Company, the leading residential ceiling fan brand in the United States. Hunter is an icon in the marketplace with 135-year heritage and a well-earned reputation for innovation, superior quality, and craftsmanship. Hunter is a fantastic acquisition to our consumer and professional product segment. The strong alignment of the two businesses will strengthen our relationships with our key retailers, expand our product offerings, provide compelling opportunities for outsized growth, augment our global sourcing model, and will accelerate the sales of our products through e-commerce channels. The Hunter team will also now be able to leverage the broad infrastructure of the consumer and professional product segment and we'll realize benefits from our AIM strategic initiative. To finance this acquisition, we wanted the flexibility to rapidly reduce our leverage with low-cost interest, so we chose a term loan B facility to finance the Hunter acquisition. We saw extraordinarily high demand when marketing this term loan B, as lenders recognized the strength of the Hunter business and the compelling strategic alignment of Hunter with Griffins. Because of this extraordinarily strong demand, we were able to upsize the amount of our Term Loan B facility by $50 million to $800 million, while simultaneously achieving favorable interest rates. Let me shift back to the segments and provide some additional commentary regarding the performance of our two segments, as well as telephonics. In consumer and professional products, we saw continued strength in retail demand across all geographies. Volume was up in all of our international markets, but was down in the U.S. due to the ongoing labor, transportation, and global supply chain disruptions. Pricing was stronger, reflecting the ongoing actions we've been taking across the segment's products, and we also saw a favorable product mix. EBITDA at CPP reflected the margin compression we expected as pricing and other actions were being taken to catch up with increased costs. Some pricing actions materialized earlier than expected, and this, along with increased international volume, helped offset some of these effects. We have continued to make steady progress with our AIMS strategic initiative and remain on track in terms of the timing and the expected benefits. As part of this initiative, we recently announced that AIMS will be closing its manufacturing facility located in Reynosa, Mexico, and distribution center in Pharr, Texas. These operations will be consolidated into other AIMS facilities in the U.S. and are expected to be completed by the end of our fiscal third quarter. Further, Hunter will benefit from the AIMS initiative, including from our investments in East and West Coast e-commerce fulfillment facilities, as well as our business intelligence and enterprise systems. We also look forward to leveraging our international footprint to further distribute Hunter FAMS. Home and building products, or HBP, had another strong quarter as the commercial door business, and in particular, our rolling steel product offerings continue to see increased volume and strong pricing. On the residential side, order activity continues to be strong, but labor and supply chain challenges continue to generate production headwinds, resulting in lower sales volume and a high level of order backlog. The combination of strong price and strong product mix driven by commercial sales resulted in HBP sales increasing 23% over the prior year first quarter. Backlog in the business continues to be significantly higher than what we would consider to be normal levels. Adjusted EBITDA at HBP exceeded the prior year by 16%, driven by increased revenue, which was offset by substantial increases in material costs. We expect the pricing actions underway will allow HBP to reach price-cost parity by the end of our fiscal second quarter. Turning to telephonics, on September 27th, we announced the exploration of strategic alternatives for this business and are now treating the business as a discontinued operation in our reported results. The sale process led by Lazard is ongoing, and we expect to have more to report by the end of March. Telephonics revenue, excluding SEG, which was sold in December 2020 in the first quarter, decreased by 12% year over year, driven by the timing of work on certain surveillance system programs, as well as the recognition of the legal settlement in the prior year quarter that benefited . EBITDA decreased in the quarter due to the lower revenue. However, margins were consistent due to the better program performance. We expect increased sales and profit, including strong margin improvement as the company progresses through fiscal 2022. Before turning the call over to Brian for financial details and our guidance update, let me provide a few comments about our balance sheet and dividends. At the end of December 2021, Griffin leverage was 3.3 times and does not include the expected benefits from the telephonic sale or the purchase of Hunter fans. This increased leverage from year end is in line with our seasonal cash usage and working capital build. As in the past, the second half of our year, we'll see strong free cash flow generation and with a reduction in our leverage. Our continued strong free cash flow generation combined with our focus on deleveraging the business over the past three plus years directly resulted in our strong balance sheet, which positioned us to pursue the Hunter acquisition with high confidence and strong investor support. Finally, yesterday, our board authorized a $0.09 per share dividend payable on March 23, 2022, to shareholders of record on February 23, 2022. This marks the 42nd consecutive quarterly dividend to shareholders which has grown at an annualized compound rate of 17% since our dividend program was started. Let me turn it to Brian to provide more financial detail and our full year guidance. Brian?

Thank you, Ron. I'll start by highlighting our first quarter consolidated performance on a continuing basis. Revenue increased 9% to $592 million. Adjusted EBITDA decreased 13% to $60 million. with the related margin decreasing 250 basis points to 10.1%, reflecting the margin compression from increased costs Ron referenced a few moments ago. Gross profit on a GAAP basis for the quarter was $166 million, increasing 1% compared to the prior year first quarter, with gross margin decreasing 230 basis points to 28.1%. First quarter GAAP selling general administrative expenses were $127 million compared to $112 million in the prior year quarter. Excluding items that impact comparability, selling general administrative expenses were 121 million or 20.5% of revenue compared to 109 million or 20.2% in the prior year quarter, with the increased dollars primarily driven by distribution, transportation, and labor costs. First quarter gap income from continuing operations was 17 million or 31 cents per share compared to the prior year period of 25 million or 48 cents per share. Excluding items that affect comparability from both periods, current quarter adjusted income from continuing operations was $21 million or $0.39 per share compared to prior year of $27 million or $0.50 per share. Corporate and unallocated expenses excluding depreciation were $13 million in the quarter in line with the prior year quarter. Our first quarter affected tax rate excluding items that affect comparability was 31.5% compared to 33.7% in the prior year quarter. Capital spending was $11 million in the first quarter compared to $9 million in the prior year quarter. Depreciation and amortization totaled $13.1 million compared to $12.6 million in the prior year quarter. The AIMS initiative continues to be on plan, and we expect and continue to expect the business to improve to a 12% plus EBITDA margin, excluding the impact of Hunter as the initiative concludes. To date, we have spent $37 million. of the expected $65 million of costs and have invested $19 of the expected $65 million in capital expenditures. The remaining amounts will be spent approximately evenly over the remaining two years of the project. Regarding our balance sheet and liquidity as of December 31, 2021, we had net debt of $902 million with leverage of 3.3 times as calculated based on our debt covenant. Our cash and equivalents were $151 million and debt outstanding was $1.05 billion. Our availability on the credit facility was $365 million, subject to certain loan covenants. The term loan refinancing for the Hunter transaction was very successful, with commitments of over six times the amount borrowed, allowing for an attractive initial interest rate of 3.25% and two 25 basis point rate step-downs tied to future reductions in leverage. This shows the credit market supported both the Hunter deal and Griffin's overall strategy. Moving on to guidance, on a continuing operations basis, excluding the contribution from telephonics, but including the contribution of Hunter to the remainder of this year, we expect revenue of $2.75 billion and segment adjusted EBITDA of $355 million for fiscal 22. The EBITDA guidance excludes an allocated cost of $49 million in one-time charges of approximately $15 million related to the AIMS initiative, as well as charges related to the proxy contest and Hunter-related acquisition expenses. Our guidance reflects that we continue to be on target with our initial guidance provided in the fourth quarter of $2.5 billion of revenue and $300 million of segment-adjusted EBITDA, which excludes unallocated costs. The incremental Hunter contribution for the remaining eight months of fiscal 22 is expected to be $250 million of revenue and $55 million of EBITDA, excluding the effects of acquisition-related costs and purchased accountings. As a reminder, for the first full fiscal year of ownership, we expect Hunter to contribute $400 million of revenue and $90 million of EBITDA. As Ron mentioned before, we expect to reach price-cost parity within the CPP and HBP segments by the end of the second quarter, which results in margins expansion in the second half of the year. Total capital expenditures for fiscal year 2022 are expected to be $70 million, which includes $25 million supporting the AIMS initiative, and approximately $5 million for the addition of Hunter. Depreciation and amortization is expected to be $72 million, of which $20 million is amortization. These are inclusive of $6 million of depreciation and $11 million of amortization related to Hunter. Note the impact of Hunter on depreciation and amortization is subject to completion of purchase accounting analysis. We expect to generate free cash flow in excess of net income inclusive of the capital investments and other investments we are making at AIMS for the full fiscal year. As in prior years, we expect a similar pattern of cash flow with significant cash usage in the first half, followed by a strong second-half cash generation. As a result of margin compression in the first quarter and the timing of price-cost parity expected to be reached in the second half of the year, our first-half cash usage will exceed the historical levels. We expect net interest expense inclusive of the financing for Hunter of approximately $83 million for fiscal 22. This does not include the benefit of selling telephonics and any related debt reduction. Our expected normalized continuing operations tax rate, including Hunter, will be approximately 31%. As is always the case, geographic earnings mix and any legislative action, including new guidance on tax reform matters, may impact rates. Now I'll turn the call back over to Ron.

Thanks. Before we wrap up the call, I'd like to summarize actions we've been taking with respect to our governance, and more broadly, the strengthening of our ESG focus and reporting in response to interest from our shareholders. As I've mentioned earlier, each year we reach out to institutional shareholders to discuss their views on a variety of subjects, including our governance practices. Over the last five years, we have refreshed approximately half of our independent directors adding diversity and relevant expertise to our board to continue to build value for shareholders and support the company's continued growth as we execute on our evolving strategy. Our board has adopted two amendments to our certificate of incorporation for submission to our shareholders at our 2022 annual meeting. The first amendment will declassify the board over a three and a half year transition period, beginning immediately after the amendment becomes effective. The second will reduce the percentage of voting power necessary to call a special meeting of shareholders. These amendments will become effective upon the approval of our shareholders at our 2022 annual meeting. Our board has also undertaken a commitment to further diversify with an objective that by 2025, 40% of our independent directors will be women or persons of color. We're pleased to nominate one new director, Michelle Taylor, who comes to us from TRAIN. She's an expert on quality control, supply chain management, and she'll join three current directors, Lou Grabowski, Bob Mamel, and Cheryl Turnbull to the board this year. All four of this year's board nominees have senior leadership experience and operations management skills. Additionally, three of the four are independent. In addition, I'm pleased to announce that we'll be publishing our inaugural Griffin ESG report during this fiscal year. We expect this report will become an important new resource for investors seeking more detailed information about our ESG focus and the related actions that we've been taking within our businesses. Overall, we expect the enhancements and refinements to our corporate governance practices and our ESG reporting will further align our interests with those of our shareholders and will contribute to maximizing long-term shareholder value. This quarter marks another pivotal period in our company's history. During the quarter, we announced the acquisition of Hunter Fan and closed on this transaction January 24th. Hunter is the largest acquisition Griffin has completed to date and one we believe will take our consumer and professional products to the next level. The response from Griffin investors and lenders have been overwhelmingly positive. as evidenced most recently by the extraordinarily strong response we saw when marketing our term loan B facility to complete the transaction. Hunter is strong strategic alignment with Griffin, and we are the natural and logical owner of the business. Hunter fits Griffin's operating model, our philosophy regarding partnering with our suppliers and satisfying our customers, our focus on leading brands and essential products. and our desire to continue to grow the company and improve our profitability. The timing is great as well, since Hunter will be able to slipstream into the AIMS initiative and will realize the benefits of our efforts. It's worthwhile to reflect for a moment on what we've accomplished in the past, which now enables us to take these exciting steps forward. We repositioned our portfolio back in 2018, divesting our capital-intensive plastics business that we knew would be a challenge to grow and improve further under our ownership, given our size and resources. We reallocated our resources at that time towards strengthening the AIMS business through the acquisition of ClosetMate, which broadened the AIMS portfolio into home storage and organization products and strengthened our businesses with our key customers. During that time, we also added a critical array of new commercial products to our Clopay business with the acquisition of Cornell Cookson, which allowed the Clopay team to gain market leadership positions both in residential sectional doors and commercial rolling steel doors. The Clopay team continues to do a fantastic job with the realization of additional sales and operational improvements, and the Clopay business is now poised to continue to expand and diversify, leveraging its strong foundation and position as a market leader. After Griffin's portfolio repositioning, our focus on improving profitability and cash flow generation resulted in the reduction of net leverage by three full turns in just three years. That leverage reduction gave us the opportunity to explore transformational acquisitions, and we were able to execute on Hunter. Our announced sale of Telephonics, another important step in Griffin's continued process to increase shareholder value, when completed, We will be able to realize the value of this business and focus our resources to reduce our leverage and ultimately create optionality for more compelling strategic actions. Regarding our fiscal 2022 guidance, I'll reiterate what I've said before. Supply chain disruptions, inflationary trends, and labor shortages will remain challenges for all of us. COVID is not over. It's certainly better. However, the strength of our consumer demand that we see, the strength of our brands, and the competitive differentiation we have with our products gives us confidence in our outlook. To close, I'd like to recognize our global workforce, which continues to show exceptional dedication and perseverance under stubbornly challenging global circumstances. We appreciate the importance of their work in order to deliver our excellent results. Also, I'd like to welcome the new members of our team from Hunter Fan to Griffin. We're looking forward to working with you and growing this great company together. Operator, we'll take any questions.

Certainly. We'll now be conducting your question and answer session. We ask you to please ask one question and one follow-up, then return to the queue. If you'd like to ask a question today, please press star 1 on your telephone keypads. A confirmation tone will indicate your line is in the question queue. You may press star 2 if you'd like to remove your question from the queue. Once again, that's star 1 to be placed in the queue. And we ask that you please ask one question and one follow-up, then return to the queue. Our first question today is coming from Bob LeBic from CGS Securities. Your line is now live.

Good morning. Congratulations on a great start to fiscal 22. Thanks, Bob. Thank you. Good morning. Absolutely. So, yeah, thanks for the color on kind of volume versus price by segment. I think it's really helpful. And, you know, we've been seeing a lot of volume headwinds in the quarter from a number of companies, mostly related to, you know, labor supply chain logistics and stuff like that. And it sounds like that's the case for you. So my question is, what does it take to get the bottlenecks to subside? How long do you think that takes? And how do you gauge the underlying demand, you know, given that there's these bottlenecks that are impacting volume?

Sure, Bob. It's Brian this morning. How are you doing? Very well. Overall, we continue to see strong demand from our customers as far as the bottlenecks in the supply chain and the related labor and transportation bottlenecks. We see it has already started to normalize and ease a little bit, and we expect it to continue to get better as we get into the second half of our year. And that, along with our pricing actions that we expect to be done by the end of our second quarter, brings us to our second half of the year seeing normalized margins more in line with what we saw in the first half of fiscal 21 for the second half of fiscal 22. With that, we'll see significant cash flow generation in our second half.

Okay, got it. And then just kind of as my follow-up, you know, obviously – the inflation is not unique to Griffin, you know, to everyone's dealing with it. You have leading brands, you're able to pass through prices, but maybe talk a little bit about how, like how you're thinking about price increases and how do you, you know, gauge increasing enough price to offset raw material, but not impacting demand and how, how you're going about, is it, you know, blanket across all segments? Is it product by product or how do you go about the, the price increases and, in order to get the margins back to where you want them in the second half?

Sure. So as far as our products and the demand, we continue to see strong demand. Our products are not so expensive that the price increases has affected demand. If someone goes to the store and they were planning on buying a shovel and it's $5 more than perhaps they expected, they will still buy that shovel. They have a project to do. whether they're a professional or a consumer. So we have not – we've been able to pass through price increases to our customers. They understand that we have increased costs. And the ultimate consumer, whether professional or a regular consumer, has continued to need our products, and their demand remains strong.

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

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

Good morning, everyone. Good quarter.

Thank you. Good morning. Thanks.

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

Sure. So, as I mentioned, demand continues to be strong from our customer to retailers and other customers that we have. It's hard to say exactly what we've been able to sell because, of course, orders are in line with what we have to supply to our customers. However, we continue to see good sell-through. at the point of sale at our customers to the open consumer. And we don't expect that to change. The housing market remains strong. Repairing the model remains strong. You know, the supply chain issues remain for us and for anyone else working within our economy and similar spaces. And as I mentioned, we expect to see that to get, we expect to see that to improve as the year continues and to be better as we get into the second half of the year.

Right. That's helpful. And then I guess for my follow-up, spot steel prices have started to come down in recent weeks. Could you just kind of talk about what would happen if the steel declines continue or they hold? When you'd expect to see the benefit from the lower cost and what might happen to price?

Sure. I would start with, you know, there's a lag, you know, in the timing of steel going through our our cost structure. But more importantly, steel is just a portion of our overall cost structure. We continue to see increased costs generally. We have seen the silver down a little bit. We see increased costs generally with labor, transportation, freight, health costs, insurance costs. So it's one component of our costs. So in any case, as we put price or continue or complete the prices that we have been putting through, by the end of our second quarter and work through our backlog. Again, we expect our second half of the year to see that margin improvement.

Thank you. Our next question today is coming from Julio Romero from Sidonian Company. Your line is now live. Julio, perhaps your phone is on mute. Can you hear me now? There you go. Please go ahead.

Yeah. Good morning, everyone. So, I guess my first question is, you know, it seems like you did not see as much margin compression in HBP, at least relative to what I was modeling. You outperformed my expectations there. Can you just talk about what's going right in HBP? Is it just a matter of pricing actions materializing earlier than expected? Maybe talk about, you know, how much mix was better than expected. I know you called out the 33% growth in mix and pricing. If there's any way to rank order the two, and then also talk about any additional contributing factors helping in HBP.

Sure. A couple things. Go ahead, Brian. Sorry. So a couple things. One, we saw very strong international revenue and demand and sales, which helped our overall margin for the quarter. Pricing occurred a little bit faster than we originally anticipated. And lastly, and really more importantly, we saw a very good mix. So, you know, the strength of our brands and selling products that play in the better and the best of the good, better, best continuum continues to benefit us a bit.

And I just add to that that the commercial business continues to be an avenue of growth for us that we had planned for, you know, going back to the Cornell Cookson acquisition. We saw that as being strategic and long-term. And, you know, this is yet one more example, even in a difficult, you know, set of commodity, you know, inflationary trends, the demand side of the commercial business. has grown, and we expect it to continue to grow.

Got it. That's helpful. And I guess for my follow-up, as we head into what's typically your seasonally weakest quarter for HBP, at least historically, maybe how do you expect margins to trend there, given you're seeing better pricing and mix than you maybe expected, but perhaps maybe heading into a weaker quarter because of seasonality? How do you see margins trending sequentially for that segment?

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

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

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

Good morning, Ron. Good morning, Brian.

Morning. Morning, Justin.

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

Sure. So I'll start with the CapEx one. Yes, it went up. We added $5 million related to the Hunter acquisition, which runs around 2% of their revenue. So yes, it went up to that. As far as volume, yeah, as we spoke about even at last quarter's call and we continue to see in the CPP segment, we expect volume to be below last year's volume. The first half of this year with the supply disruptions, the labor, the transportation, all the things we've spoken about, first half is going to be below last year's first half. We expect to see improvement in the second half with volume. The demand is still there. It's a matter of normalization in labor supply chain and transportation. And on the HVP business, you know, as Ron mentioned, we continue to have record backlog and we expect volume to be good, particularly in the commercial side of the business.

Great. Thank you. So the other question related to Hunter fans, you mentioned last quarter that some of your customers are diversifying suppliers. Is that at play for the fan market as well? And does that work its way into the e-commerce sales through some of those major customers?

So Hunter Fan has actually not had issues in supplying their customers. They were ahead of the supply chain disruptions back roughly a year ago now and have been able to, as I said, supply their customers. So we have not seen any diversification regarding Hunter Fan yet. What you're referring to is what we stated about consumer professional products. That process is ongoing. Ultimately, we expect the strength of our brands and our manufacturing logistics capability to be an advantage for us and ultimately allow us to play higher or have lower – the items that will change are in the lower end of the opening price point market, and we continue to see strength in our better, best products.

Thank you. As a reminder, that's star one to be placed in the question queue. Our next question is coming from Noah Mercusco from Stevens. Your line is now live.

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

Thank you very much.

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

Yeah, so Hunter has certainly seen increase in their costs, as everyone else has seen. And, yes, they have passed through price increases to offset that cost. They have had less impact from transportation, and also the supply chain, as I mentioned before, they got ahead of it starting a year ago and remain in a good inventory position to supply customers. A lot of their sales are e-commerce-based. Forty percent. you know, a couple of day fulfillment remains in place, and we don't see any significant issues in that business.

Great. That makes sense. And then for my follow-up, I think you mentioned you're heading into 2Q here with the highest backlog you've ever had in HBP. How does that backlog flow through the model? Is that all realized this season, or is that going to take longer than that to work through that backlog?

Yeah, we would expect that to take longer than this year to work through it. And, you know, all considerations are in our guidance.

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

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

Thank you. That does conclude today's teleconference. Let me just connect your line at this time and have a wonderful day. We thank you for your participation today.