50725--11/24/2009--GRIFFON

related topics

{condition, economic, financial}

{debt, indebtedness, cash}

{regulation, government, change}

{property, intellectual, protect}

{cost, regulation, environmental}

{acquisition, growth, future}

{stock, price, share}

{system, service, information}

{personnel, key, retain}

{competitive, industry, competition}

{product, market, service}

{operation, international, foreign}

{investment, property, distribution}

{product, liability, claim}

{regulation, change, law}

Current worldwide economic uncertainty and market volatility could adversely affect Griffon's businesses. Adverse trends in the housing sector and in general economic conditions will directly impact Griffon's business. Griffon operates in highly competitive industries and may be unable to compete effectively. The loss of large customers can harm financial results. Increases in raw material costs could adversely impact Griffon's financial condition and operating results. Trends in the baby diaper market will directly impact Griffon's business. Telephonics' business depends heavily upon government contracts. Telephonics' business could be adversely affected by a negative audit by the U.S. Government Griffon's companies must continually improve existing products, design and sell new products and invest in research and development in order to compete effectively. Griffon may be unable to implement its acquisition growth strategy, which may result in added expenses without a commensurate increase in revenue and income and divert management's attention. There may be unforeseen expenses in connection with the exit from substantially all operating activities of the Installation Services segment. The loss of certain key officers or employees could adversely affect Griffon's business. Griffon's businesses are subject to seasonal variations. The Company is exposed to a variety of risks relating to non-U.S. sales and operations, including non-U.S. economic and political conditions and fluctuations in exchange rates. The Company may not be able to protect its proprietary rights. The Company may inadvertently infringe on, or may be accused of infringing on, proprietary rights held by another party. The Company is exposed to product liability claims. The Company has been, and may in the future be, subject to claims and liabilities under environmental laws and regulations. Changes in income tax laws and regulations or exposure to additional income tax liabilities could adversely affect profitability. Compliance with restrictions and covenants in the Company's debt agreements may limit its ability to take corporate actions and harm its business. The Company's inability to repurchase outstanding convertible notes as required under the indenture may cause an event of default under other agreements. Reported earnings per share may be more volatile because of the conversion contingency provision of the notes. Griffon may be unable to raise additional financing if needed The Company's indebtedness and interest expense could limit cash flow and adversely affect operations and the Company's ability to make full payment on outstanding debt. The Company has the ability to issue additional equity securities, which would lead to dilution of issued and outstanding common stock.

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50725--11/24/2009--GRIFFON_CORP