Griffon Corporation (GFF) Earnings Call Transcript & Summary

Greetings. Welcome to the Griffon Corporation GFF Update Call. [Operator Instructions] Please note, this conference is being recorded. At this time, I'll now turn the conference over to Brian Harris, Chief Financial Officer. Brian, you may now begin.

Thank you. Good morning, everyone. With me on the call is Ron Kramer, our Chairman and Chief Executive Officer; and Bob Mehmel, 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 Griffon's businesses and the environments in which they operate. Such statements are subject to inherent risks and uncertainties, but can changes and [indiscernible] changes. Please see the cautionary statements in today's press release and in our various Securities and Exchange Commission filings. During today's call, we'll be reconciling the investor presentation, which has been posted to our website under the Investor Relations section in the company's Presentations tab. Now I'd like to turn the call over to Ron.

Thanks, and good morning, everyone. Earlier this morning, we announced the signing of a definitive agreement to acquire the Hunter Fan company, the leading brand of residential ceiling fans sold in North America. Our acquisition of Hunter along with our expected sale of Telephonics, further demonstrates our strategic evolution and strong focus on generating organic growth and building shareholder value. Let me take a few minutes to talk about Hunter and why we are so excited about this acquisition. Hunter is an iconic brand with a 135-year heritage and a well-earned reputation for innovation, superior quality and craftsmanship. Hunter markets its products through a broad and diverse set of channels including major home centers, product showrooms, club-style retailers, other mass specialty and hardware retailers and through the e-commerce channel. Top customers for Hunter include The Home Depot, Lowe's, Menards, Costco, Amazon and Wayfair. Hunter is headquartered in Memphis, Tennessee, utilizing an efficient asset-light global sourcing model with additional manufacturing and warehouse facilities in Nashville, Tennessee and Byhalia, Mississippi. The company currently employs approximately 200 people. Hunter's flagship product is their line of residential ceiling fans. The Hunter brand is by far the strongest brand in the category with more than twice the unaided brand awareness of others in the category. Hunter has earned this position through consistently offering a product of superior quality and craftsmanship and offering a full portfolio of products with a leading-edge styling and a diversity of features. Hunter's product lineup is particularly impressive because of their aggressive innovation. Each year, the company executes a disciplined process involving roughly 100 distinct development projects to create new products and refresh existing products. These projects incorporate the latest fashion preferences of consumers and add proprietary new features, creating competitive differentiation. Recent innovations include SIMPLEconnect, which provides WiFi connectivity for control of the fan; WeatherMax rugged technology, allowing the fan to be used in outdoor and damp environments and SureSpeed of proprietary technology, which optimizes fan performance with precision blades and motor technology to generate improved air movement while remaining quiet and free of wobble. There are just some examples of the exceptional value provided by Hunter products and why they are so sought after by consumers. One of the more remarkable aspects of Hunter growth and current business model is their effective development of the e-commerce channel. Today, approximately 40% of Hunter sales are generated through e-commerce including their traditional retail partners websites and online oriented retailers. It's clear that consumers have become more confident about purchasing ceiling fans, lighting fixtures and other home repair and remodeling products online. This shift in behavior has been driven in part by the convenience of online shopping and further accelerated by the pandemic. However, this shift has also been driven by the broader selection of products that are available online versus that which is available in stores and the fast product delivery cycle that is now available and expected by consumers. We believe the Hunter brand has a natural advantage in this channel. Online consumers tend to gravitate towards brands such as Hunter that they know and trust and Hunter products are widely available across a broad array of e-commerce sites. Hunter's other products currently represent only a small portion of overall sales, but each provide significant longer-term growth opportunities. In addition to residential ceiling fans, Hunter also offers a line of ceiling fans tailored for the commercial market. These fans maintain their aesthetic appeal while also providing the durability and performance required in more rigorous environments and are suitable for applications such as hospitality, restaurants, fitness facilities and offices. Over the past several years, Hunter has introduced a line of industrial ceiling fans, targeting manufacturing, warehouses and other industrial applications. Hunter product offerings in this category include their tightened line of high-volume, low speed or HVLS fans. These fans are between 7 and 24 feet in diameter and these relatively slow-moving fan blades to efficiently create air flow that would otherwise require a larger number of smaller traditional style fans to achieve. Hunter products in this category leveraged their leading blade design, automated controls, ease of installation and efficient operation. Hunter also sells cage style industrial fans, which are used for spot cooling under their Jan Fan branded product line. In addition, until recently launched a new product line in residential lighting that represents a breakout opportunity and is driven by the natural fit of lighting and the Hunter brand of ceiling fans. At closing, Hunter will become part of our Consumer and Professional Products segment, where it has strong strategic alignment. The key retailers that drive Hunter's products are the same key retailers that [ AMES ] sales to for its products. Hunter sales are driven largely by residential repair and remodeling activity, which is also what drives a large portion of AMES sales. In terms of operations, Hunter employs a global sourcing model and a domestic distribution strategy, which measures well with the operations and infrastructure within the rest of AMES. Building on our collective strengths and complementary capabilities, we see a number of opportunities for the companies to leverage one another. Two years ago, we announced the AMES strategic initiative, which includes investments in automation and facilities to increase our efficiency with manufacturing and fulfillment operations and to support e-commerce growth. The initiative also includes the rollout of the next-generation business intelligence system that we will use to drive the AMES global enterprise. We expect Hunter will be able to take full advantage of our investments in this initiative, particularly through leveraging AMES systems and national distribution footprint. We also believe that AMES will benefit from Hunter's success evolving its business model into an omnichannel strategy to reach online consumers, which AMES can leverage as it expands its own online presence. In summary, Hunter is a high-quality company that we first identified as a potential acquisition back in 2013. We were attracted to the business initially because we recognized Hunter as a leader in residential ceiling fans, which is highly complementary to our portfolio of products supporting home repair and remodeling activities. Hunter has evolved over the years and thrived. Current leadership team, which will also join us, has been able to generate strong organic growth and has also successfully implemented an omnichannel sales model that has positioned Hunter well for the continued increased demand expected for home products especially through the e-commerce channel. Now I'll turn it over to Brian to walk through the financial details of the transaction.

Thank you, Ron. The purchase price of Hunter will be $845 million, subject to typical purchase price adjustments and customary regulatory approvals and closing conditions. We have already filed the necessary HSR paperwork and expect to close in January. The acquisition will be immediately accretive to Griffon profitability and cash flow. In the first full fiscal year of operations, we expect Hunter will generate revenue of $400 million and EBITDA of $90 million. This will result in earnings accretion of at least $0.50 per share. It is important to note that our EBITDA and profitability expectations do not reflect any cost savings or other synergies that we may realize from the acquisition and integration of Hunter. To finance the Hunter acquisition, Bank of America has provided Griffon with committed financing of up to $750 million. We will use a combination of cash on hand, availability under our revolving credit facility and a term loan B facility to fund the acquisition. Let me also comment regarding how this transaction will affect our leverage. Assuming we still own Telephonics, our leverage at the end of the fiscal year ending September '22 is expected to be slightly over 4x. The expected sale of Telephonics will substantially reduce leverage for. Also note that this acquisition is current at a time when [indiscernible] cash usage. So leverage will be initially higher, but will rapidly reduce as we realize seasonally strong cash flow in our third and fourth fiscal quarters. Now I'll turn the call back over to Ron.

The acquisition of Hunter is the next step in the evolution of the strategic plan that has fundamentally transformed Griffon. This plan started with the 2018 sale of our plastics business and focusing our capital where we felt we could generate strong growth and build shareholder value. Our acquisitions of ClosetMaid and CornellCookson have strengthened our 2 segments and we have been able to substantially grow the top line of both of those segments and dramatically improve profitability and cash flow generation. The success of our strategy reduced our leverage to less than 3x at the end of our fiscal 2021. Throughout 2021, we have pursued value-enhancing and immediately accretive acquisition opportunities. The acquisition of Hunter along with the sale of Telephonics is the next step of our long-term strategic plan to grow Griffon and increase shareholder value. Hunter will accelerate our growth and diversify the Consumer and Professional Products segment through product line expansion, growth into e-commerce and leveraging the AMES strategic initiative to drive further efficiency. Our conviction for this acquisition is highlighted by our ability to rapidly delever. The combined strong free cash flow of Griffon, including the contribution from Hunter and the expected sale of Telephonics will allow us to quickly achieve our target level of 3.5x EBITDA. As we've said earlier, we believe Hunter is a superior acquisition. It will contribute approximately 150 basis points to Griffon's overall margin and we'll increase our EBITDA margin target for our Consumer and Professional Products segment to 15%. Hunter will grow Consumer and Professional Products revenue by 30%. Griffon's overall segment EBITDA will grow by 30% when Hunter is included. By any measure, this is value-enhancing and substantially accretive. I'd like to close by welcoming the talented hunter team to Griffin. We've been impressed by the growth of the business since our first discussions and we are excited about our future together. Operator, we are now ready for questions.

[Operator Instructions] Our first question comes from the line of Bob Labick with CJS Securities. .

Congratulations on what looks like a very nice acquisition. I want to yes. So my first question, just kind of picking up where you left off at the end. Could you talk a little bit about the organic growth at Hunter, kind of the range it's been in and where you expect that to be going forward and maybe the key drivers of that growth? And I guess also as it relates to the connected fans, you said that was a new initiative for them in new sales. So maybe is that going to help enhance growth going forward? Or how should we think about that?

Sure. So we expect Hunter Fan to grow at better than [ GDP ] they have there of course, their base residential fan business and they have many opportunities in their new lines of business, the industrial business as well as the lighting business. As far as the connected business this is a technology that allows you to operate your fan via your phones basically web connected. We do feel that will definitely help their sales going forward. We really view this business as an excellent business that has the ability to grow significantly.

Okay. Great. And then just following the rules in terms of my follow-up in that regard. I think you said #1 brand in North America. Is there any international presence? Or is there an opportunity given Griffon's overall international footprint to potentially grow sales internationally for Hunter?

I think one of the synergies that we will create in this is our own ability to take the Hunter product lines and go into the geographic places, Australia, the U.K., that we already have a presence. So we see that as room for growth.

The next question comes from the line of Tim Wojs with Baird. .

Congratulations. So maybe just to start and kind of touch on a little bit on Bob's question before, is there a way to kind of give us an idea of what kind of the growth and the profitability or the trend line of growth and profitability staying [indiscernible], call it, 3 to 5 years?

Sure. So the Hunter business has seen very good growth in the last several years helped by their investment in e-commerce channel that started many years ago and also benefiting from the increased investments people have been making in repair and remodeling their homes. We expect it will grow going forward as I was mentioning, better than GDP. They have not only their base business, which is doing very well. They have those additional opportunities. So we would not have expected to see it grow at the same pace necessary historically, but we still expect very good growth going forward.

Okay. Okay. And then just on the accretion model, could you just give us some of the numbers. So what's your assumptions around intangible amortization, kind of the all-in interest costs? And then are you kind of committing Telephonics proceeds to be used for debt reduction? Or is it just you have the cash on the balance sheet and that will kind of reduce the net leverage?

Sure. So there was a lot of assumptions that went into our expected EPS benefit from this transaction. So we haven't gone out to the debt markets yet, so I don't want to presuppose the exact features. We'll update you further once we get the transaction close assuming it gets done by the end of January. We'll give a clearer guidance and update the guidance starting with our Q1 earnings call, which we expect to be in early February. I'll just say we feel confident in the growth that we've projected. As far as the proceeds from the sale of Telephonics, we have set up the financing for this transaction using a term loan B facility, enabling us to pay back debt when we have cash available to do so, including the cash from the sale of Telephonics.

Our next question is from the line of Justin Bergner with Gabelli Funds.

Congratulations on today's announcement.

Thank you. Terrific deal. We're very excited about it.

Good. I hope that, yes, the excitement turns to more excitement going forward. With respect to the first fiscal year I just want to confirm that, that's fiscal year September 2023 and any reason why you're providing the metrics on that basis versus fiscal year 2022? Is there any unusual headwinds from supply chain or otherwise that causing you to pivot to 2023 metrics?

No, we're not. We're -- so you should assume there's -- the deal will close hopefully by the end of January and we'll have 8 months of actuals in '22 and just trying to give you a run rate to assume for the first full year after closing.

Okay. So the first.

Yes, I'll just answer that.

Sorry, go ahead, Brian.

Yes. I would just add to that as any other transaction in the first several months of the transaction, you will have GAAP earnings impacts from deal costs and acquisition accounting inventory write-ups that will go through the first several months of the transaction.

Got it. But the first full fiscal year is September 2023? Or would it be the first 12 months following close, just to clarify?

No, no. The year -- the first fiscal year will be the year ending September 23.

Okay. Got it. One thing that stands out in this deal is the strong margins, low 20%. It seems like some of that might relate to the asset-light model of the business. Could you maybe just discuss what gives you confidence in the sustaining that level of margins? And if it is -- if it does have to do with the asset-light nature of the business, perhaps just some perspective on the manufacturing footprint versus your existing CPP businesses?

Sure. So yes, we believe the margin is sustainable. The company has sustained these margins for a long time. Hunter is a well-known brand with quality innovation and craftsmanship. In its history, people trust it. It has an omnichannel presence whether it's through retailers, showrooms, e-commerce, et cetera. And as far as the asset-light model, yes, this has a global sourcing model, which is a very efficient model that the company has done very well with over the last several years, decades probably. And we believe that we'll be able to maintain that and leverage not only that model, but leverage our current AMES infrastructure of distribution to further benefit Hunter and having Hunter as part of CPP, the better than 1 plus 1 equals 2. Further, we'll be able to leverage other aspects of AMES initiatives including our Business Intelligence Systems.

[Operator Instructions] Our next question is coming from the line of from Noah Merkousko with Stephens. .

So first, I was hoping we get maybe a little bit more detail on how you're thinking about the potential cost synergies from this acquisition, if there are any? And how long you'd expect to -- before you can realize those?

Sure. So we believe first of all that this transaction stands on its own. We did not put dollars out there to reduce the multiple in any way. We think we [indiscernible] multiple for a very good business with very good margins and a very strong brand. We expect first to -- once we own the business to really understand the business. Then to understand us, as to understand them. We'll be able to take things from them to make the core CPP business better and vice versa. So as far as when we'll recognize these things, we take things carefully. We don't want to upset what they have done at Hunter. They have a very good business and no changes by definition needed. It's really leveraging our business together. As I mentioned, we can leverage AMES' distribution footprint, the AMES' initiative business intelligence systems. From Hunter, they've been an excellent management team that has actually experience in e-commerce and we can leverage that to help the remainder of the CPP business.

That's helpful. And then just as a follow-up, it sounds like the residential lighting piece is maybe a smaller percentage of sales today, but that could be an avenue of growth going forward. Could you maybe just frame up the opportunity there and whether that growth will primarily come from acquisitions or organic initiatives?

I think the answer is we expect organic growth and we have been clear that acquisitions of lifestyle and home products and things that are in and around the house are going to be a continued focus for us on building Griffon in the years to come

At this time, I'll turn the floor back to Ron Kramer for closing remarks. .

Thanks, everyone. We're really excited about this transaction. Hunter is a wonderful company that fits really synergistically into AMES and does a tremendous amount for us to continue to grow shareholder value for Griffon. I wish you all a very happy holiday and happy New Year and look forward to speaking to you again in '22. Thank you.

Thank you. This will conclude today's conference. You may disconnect your lines at this time. Thank you for your participation. Thank you.

Thank you.