x
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
11-1893410
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
712 Fifth Avenue, 18
th
Floor, New York, New York
|
|
10019
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
|
|
|
Registrant’s telephone number, including area code:
(212) 957-5000
|
|
Title of each class
|
|
Name of each exchange on
which registered
|
|
|
Common Stock, $0.25 par value
|
|
New York Stock Exchange
|
|
|
Large accelerated filer
o
|
Accelerated filer
x
|
|
Non-accelerated filer
o
(Do not check if a smaller reporting company)
|
Smaller reporting company
o
|
•
|
HBP consists of two companies, The AMES Companies, Inc. (“AMES”) and Clopay Building Products (“CBP”). HBP accounted for
49%
of Griffon’s consolidated revenue in
2014
and 46% in both
2013
and
2012
.
|
◦
|
AMES is a global provider of non-powered landscaping products that make work easier for homeowners and professionals. AMES revenue was
25%
of Griffon’s consolidated revenue in
2014
, and
23%
in both
2013
and
2012
.
|
◦
|
CBP is a leading manufacturer and marketer of residential, commercial and industrial garage doors to professional installing dealers and major home center retail chains. CBP’s revenue was
24%
of Griffon’s consolidated revenue in
2014
, and
23%
in both
2013
and
2012
.
|
•
|
Telephonics designs, develops and manufactures high-technology integrated information, communication and sensor system solutions for military and commercial markets worldwide. Telephonics’ revenue was
21%
of Griffon’s consolidated revenue in
2014
, and
24%
in both 2013 and
2012
.
|
•
|
Plastics is an international leader in the development and production of embossed, laminated and printed specialty plastic films used in a variety of hygienic, health-care and industrial applications. Plastics’ revenue was
30%
of Griffon’s consolidated revenue in
2014
,
2013
and
2012
.
|
•
|
Long Handle Tools:
An extensive line of engineered tools including shovels, spades, scoops, rakes, hoes, cultivators, weeders, post hole diggers, scrapers, edgers and forks, marketed under leading brand names including AMES®, True Temper®, UnionTools®, Garant®, Westmix™, Cyclone®, Southern Patio®, Northcote Pottery™ and Kelso™, as well as contractor-oriented brands including Razor-Back® and Jackson®.
|
•
|
Wheelbarrows:
AMES designs, develops and manufactures a full line of wheelbarrows and lawn carts, primarily under the AMES®, True Temper®, Jackson® Professional Tools, Razor-Back® Professional Tools, UnionTools®, Garant® and Westmix™ brand names. The products range in size (2 ft³ to 10 ft³), material (poly and steel), tray form, tire type, handle length and color based on the needs of homeowners, landscapers and contractors.
|
•
|
Snow Tools:
A complete line of snow tools is marketed under the True Temper® and Garant® brand names. The snow tool line includes shovels, pushers, roof rakes, sled sleigh shovels, scoops and ice scrapers.
|
•
|
Planters and Lawn Accessories:
AMES is a designer, manufacturer and distributor of indoor and outdoor planters and accessories, sold under the Southern Patio®, Northcote Pottery™ and Dynamic Design™ brand names, as well as various private label brands. The range of planter sizes (from 6 to 32 inches) is available in various designs, colors and materials. On October 17, 2011, Griffon acquired the Southern Patio® pots and planters business. Southern Patio® is a leading designer and marketer of decorative landscape products. Southern Patio® and Dynamic Design have been integrated to leverage Southern Patio®’s capabilities, enhance AMES' product offering in the U.S. pots and planters category and enable AMES to improve its innovation and speed to market in this category.
|
•
|
Striking Tools:
Axes, picks, mattocks, mauls, wood splitters, sledgehammers and repair handles make up the striking tools product line. These products are marketed under the True Temper®, Cyclone®, UnionTools®, Garant®, Jackson® Professional Tools and Razor-Back® Professional Tools brand names.
|
•
|
Hand Tools:
Hammers, screwdrivers, pliers, adjustable wrenches, handsaws, tape measures, levels, clamps, and other traditional non-powered hand tools make up this product line. These products are marketed under the Trojan®, Supercraft®, and Eagle® brand names.
|
•
|
Pruning:
The pruning line is made up of pruners, loppers, shears and other tools sold primarily under the True Temper® brand name.
|
•
|
Garden Hose and Storage:
AMES offers a wide range of manufactured and sourced garden hoses and hose reels under the AMES®, NeverLeak®, Nylex® and Jackson® Professional Tools brand names.
|
a.
|
The U.S. Government and its agencies, through prime and subcontractor relationships, represented 15% of Griffon’s consolidated revenue and 72% of Telephonics' revenue.
|
b.
|
P&G represented 14% of Griffon’s consolidated revenue and 46% of Plastics' revenue.
|
c.
|
Home Depot represented 12% of Griffon’s consolidated revenue and 23% of HBP's revenue.
|
Name
|
|
Age
|
|
Positions Held and Prior Business Experience
|
Ronald J. Kramer
|
|
56
|
|
Chief Executive Officer since April 2008, Director since 1993, Vice Chairman of the Board since November 2003, and President from February 2009 to December 2012. From 2002 through March 2008, President and a Director of Wynn Resorts, Ltd., a developer, owner and operator of destination casino resorts. From 1999 to 2001, Managing Director at Dresdner Kleinwort Wasserstein, an investment banking firm, and its predecessor Wasserstein Perella & Co. Formerly on the boards of directors of Leap Wireless International, Inc. (NASDAQ: LEAP), Monster Worldwide, Inc. (NYSE: MWW) and Sapphire Industrials Corporation (AMEX: FYR). Mr. Kramer is the son-in-law of Harvey R. Blau, Griffon’s Chairman of the Board.
|
|
|
|
|
|
Robert F. Mehmel
|
|
52
|
|
President and Chief Operating Officer since December 2012. From August 2008 to October 2012, President and Chief Operating Officer of DRS Technologies (“DRS”), a supplier of integrated products, services and support to military forces, intelligence agencies and prime contractors worldwide. From May 2006 to August 2008, Executive Vice President and Chief Operating Officer of DRS and from January 2001 to May 2006, Executive Vice President, Business Operations and Strategy, of DRS.
|
|
|
|
|
|
Douglas J. Wetmore
|
|
57
|
|
Executive Vice President and Chief Financial Officer since September 2009. From April 1998 to July 2008, Senior Vice President and Chief Financial Officer of International Flavors & Fragrances Inc. (“IFF”), a creator of flavors and fragrances used in a variety of consumer products (NYSE: IFF). From October 2007 to July 2008, Treasurer of IFF. From 1991 to 1998, Corporate Controller of IFF. Prior to IFF, Price Waterhouse for 12 years.
|
|
|
|
|
|
Seth L. Kaplan
|
|
45
|
|
Senior Vice President, General Counsel and Secretary since May 2010. From July 2008 to May 2010, Assistant General Counsel and Assistant Secretary at Hexcel Corporation, a manufacturer of advanced composite materials for space and defense, commercial aerospace and wind energy applications. From 2000 to July 2008, Senior Corporate Counsel and Assistant Secretary at Hexcel. From 1994 to 2000, associate at the law firm Winthrop, Stimson, Putnam & Roberts (now Pillsbury Winthrop Shaw Pittman LLP).
|
•
|
Termination for default or for convenience by the government;
|
•
|
Reduction or modification in the event of changes in the government’s requirements or budgetary constraints;
|
•
|
Increased or unexpected costs, causing losses or reduced profits under contracts where Telephonics’ prices are fixed, or determinations that certain costs are not allowable under particular government contracts;
|
•
|
The failure or inability of the prime contractor to perform its contract in circumstances where Telephonics is a subcontractor;
|
•
|
Failure to observe and comply with government business practice and procurement regulations such that Telephonics could be suspended or barred from bidding on or receiving awards of new government contracts;
|
•
|
The failure of the government to exercise options for additional work provided for in contracts; and
|
•
|
The government’s right, in certain circumstances, to freely use technology developed under these contracts.
|
•
|
Product improvements are not completed on a timely basis;
|
•
|
New products are not introduced on a timely basis or do not achieve sufficient market penetration;
|
•
|
There are budget overruns or delays in R&D efforts; or
|
•
|
New products experience reliability or quality problems.
|
•
|
Costs associated with incomplete or poorly implemented acquisitions;
|
•
|
Expenses, delays and difficulties of integrating acquired companies into Griffon’s existing organization;
|
•
|
Dilution of the interest of existing stockholders;
|
•
|
Diversion of management’s attention; or
|
•
|
Difficulty in obtaining financing on acceptable terms, or at all.
|
•
|
A substantial portion of cash flows from operations could be used to pay principal and interest on debt, thereby reducing the funds available for working capital, capital expenditures, acquisitions, product development and other general corporate purposes;
|
•
|
Insufficient cash flows from operations may force Griffon to sell assets, or seek additional capital, which Griffon may not be able to accomplish on favorable terms, if at all; and
|
•
|
The level of indebtedness may make Griffon more vulnerable to economic or industry downturns.
|
Location
|
|
Business Segment
|
|
Primary Use
|
|
Approx.
Square
Footage
|
|
Owned/
Leased
|
|
Lease
End Year
|
|
New York, NY
|
|
Corporate
|
|
Headquarters
|
|
10,000
|
|
|
Leased
|
|
2016
|
Jericho, NY
|
|
Corporate
|
|
Office
|
|
6,900
|
|
|
Leased
|
|
2016
|
Farmingdale, NY
|
|
Telephonics
|
|
Manufacturing/R&D
|
|
180,000
|
|
|
Owned
|
|
|
Huntington, NY
|
|
Telephonics
|
|
Manufacturing
|
|
90,000
|
|
|
Owned
|
|
|
Huntington, NY
|
|
Telephonics
|
|
Manufacturing
|
|
100,000
|
|
|
Leased
|
|
2016
|
Columbia, MD
|
|
Telephonics
|
|
Engineering
|
|
25,000
|
|
|
Leased
|
|
2015
|
Elizabeth City, NC
|
|
Telephonics
|
|
Repair and Service
|
|
22,000
|
|
|
Leased
|
|
2039
|
Mason, OH
|
|
Home & Building Products/ Clopay Plastic Products
|
|
Office/R&D
|
|
131,000
|
|
|
Owned
|
|
|
Aschersleben, Germany
|
|
Clopay Plastic Products
|
|
Manufacturing
|
|
289,000
|
|
|
Owned
|
|
|
Dombuhl, Germany
|
|
Clopay Plastic Products
|
|
Manufacturing
|
|
124,000
|
|
|
Owned
|
|
|
Augusta, KY
|
|
Clopay Plastic Products
|
|
Manufacturing
|
|
354,000
|
|
|
Owned
|
|
|
Nashville, TN
|
|
Clopay Plastic Products
|
|
Manufacturing
|
|
210,000
|
|
|
Owned
|
|
|
Nashville, TN
|
|
Clopay Plastic Products
|
|
Manufacturing
|
|
190,000
|
|
|
Leased
|
|
2019
|
Jundiai, Brazil
|
|
Clopay Plastic Products
|
|
Manufacturing
|
|
114,000
|
|
|
Owned
|
|
|
Hangzhou, China
|
|
Clopay Plastic Products
|
|
Manufacturing
|
|
44,000
|
|
|
Leased
|
|
2015
|
Istanbul, Turkey
|
|
Clopay Plastic Products
|
|
Manufacturing
|
|
30,000
|
|
|
Leased
|
|
2014
|
Troy, OH
|
|
Home & Building Products
|
|
Manufacturing
|
|
867,000
|
|
|
Leased
|
|
2021
|
Russia, OH
|
|
Home & Building Products
|
|
Manufacturing
|
|
339,000
|
|
|
Owned
|
|
|
Carlisle, PA
|
|
Home & Building Products
|
|
Manufacturing, Distribution
|
|
1,227,000
|
|
|
Leased
|
|
2015
|
Reno, NV
|
|
Home & Building Products
|
|
Manufacturing, Distribution
|
|
400,000
|
|
|
Leased
|
|
2017
|
Camp Hill, PA
|
|
Home & Building Products
|
|
Office, Manufacturing
|
|
380,000
|
|
|
Leased
|
|
2020
|
Harrisburg, PA
|
|
Home & Building Products
|
|
Manufacturing
|
|
264,000
|
|
|
Owned
|
|
|
St. Francois, Quebec
|
|
Home & Building Products
|
|
Manufacturing, Distribution
|
|
353,000
|
|
|
Owned
|
|
|
Falls City, NE
|
|
Home & Building Products
|
|
Manufacturing
|
|
82,000
|
|
|
Owned
|
|
|
Cork, Ireland
|
|
Home & Building Products
|
|
Manufacturing, Distribution
|
|
74,000
|
|
|
Owned
|
|
|
Victoria, Australia
|
|
Home & Building Products
|
|
Manufacturing, Distribution
|
|
32,000
|
|
|
Leased
|
|
2016
|
Victoria, Australia
|
|
Home & Building Products
|
|
Manufacturing
|
|
29,000
|
|
|
Leased
|
|
2017
|
Victoria, Australia
|
|
Home & Building Products
|
|
Distribution
|
|
57,000
|
|
|
Leased
|
|
2017
|
New South Wales, Australia
|
|
Home & Building Products
|
|
Distribution
|
|
32,000
|
|
|
Leased
|
|
2017
|
New South Wales, Australia
|
|
Home & Building Products
|
|
Manufacturing
|
|
72,000
|
|
|
Leased
|
|
2015
|
|
Fiscal 2014
|
|
Fiscal 2013
|
|
|
||||||||||||||||||
|
Market Prices
|
|
Dividends
|
|
Market Prices
|
|
Dividends
|
||||||||||||||||
|
High
|
|
Low
|
|
Per Share
|
|
High
|
|
Low
|
|
Per Share
|
||||||||||||
Quarter ended December 31,
|
$
|
13.64
|
|
|
$
|
11.87
|
|
|
$
|
0.03
|
|
|
$
|
11.50
|
|
|
$
|
8.03
|
|
|
$
|
0.025
|
|
Quarter ended March 31,
|
14.34
|
|
|
11.73
|
|
|
0.03
|
|
|
12.24
|
|
|
10.85
|
|
|
0.025
|
|
||||||
Quarter ended June 30,
|
12.55
|
|
|
10.45
|
|
|
0.03
|
|
|
12.08
|
|
|
9.73
|
|
|
0.025
|
|
||||||
Quarter ended September 30,
|
12.77
|
|
|
10.43
|
|
|
0.03
|
|
|
12.68
|
|
|
10.85
|
|
|
0.025
|
|
||||||
|
|
|
|
|
|
|
$
|
0.12
|
|
|
|
|
|
|
|
|
$
|
0.100
|
|
Period
|
(a) Total Number
of Shares (or
Units) Purchased
|
|
|
(b) Average
Price Paid Per
Share (or Unit)
|
|
(c) Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Plans or Programs
(1)
|
|
(d) Maximum Number
(or Approximate
Dollar Value) of
Shares (or Units) That
May Yet Be Purchased
Under the Plans or
Programs
|
|
||||||
July 1 - 31, 2014
|
160,000
|
|
(1)
|
|
$
|
12.44
|
|
|
160,000
|
|
|
|
|
|
|
August 1 - 31, 2014
|
3,076
|
|
(2)
|
|
11.19
|
|
|
—
|
|
|
|
|
|
||
September 1 - 30, 2014
|
408,246
|
|
(3)
|
|
12.27
|
|
|
398,150
|
|
|
|
|
|
||
Total
|
571,322
|
|
|
|
$
|
12.31
|
|
|
558,150
|
|
|
$
|
38,860
|
|
(1)
|
1.
|
Shares were purchased by the Company in open market purchases pursuant to share repurchase plans authorized by the Company’s Board of Directors. On May 1, 2014, the Company’s Board of Directors authorized the repurchase of up to $50,000 of Griffon common stock; as of
September 30, 2014
, $38,860 remained available for purchase under this program.
|
2.
|
Includes
3,076
shares acquired by the Company from holders of restricted stock upon vesting of the restricted stock to satisfy tax withholding obligations of the holders.
|
3.
|
Includes (a)
398,150
shares purchased by the Company in open market purchases pursuant to a stock buyback plan authorized by the Company’s Board of Directors and (b)
10,096
shares acquired by the Company from the holders of restricted stock upon vesting of the restricted stock to satisfy tax withholding obligations of the holders.
|
|
For the Years Ended September 30,
|
||||||||||||||||||
(in thousands, except per share amounts)
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Revenue
|
$
|
1,991,811
|
|
|
$
|
1,871,327
|
|
|
$
|
1,861,145
|
|
|
$
|
1,830,802
|
|
|
$
|
1,293,996
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) before taxes and discontinued operations
|
$
|
(5,716
|
)
|
|
$
|
14,333
|
|
|
$
|
21,941
|
|
|
$
|
(14,349
|
)
|
|
$
|
13,812
|
|
Provision (benefit) for income taxes
|
(5,539
|
)
|
|
7,543
|
|
|
4,930
|
|
|
(6,918
|
)
|
|
4,308
|
|
|||||
Income (loss) from continuing operations
|
(177
|
)
|
|
6,790
|
|
|
17,011
|
|
|
(7,431
|
)
|
|
9,504
|
|
|||||
Income (loss) from discontinued operations
|
—
|
|
|
(3,023
|
)
|
|
—
|
|
|
—
|
|
|
88
|
|
|||||
Net Income (loss)
|
$
|
(177
|
)
|
|
$
|
3,767
|
|
|
$
|
17,011
|
|
|
$
|
(7,431
|
)
|
|
$
|
9,592
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Continuing operations
|
$
|
0.00
|
|
|
$
|
0.12
|
|
|
$
|
0.30
|
|
|
$
|
(0.13
|
)
|
|
$
|
0.16
|
|
Discontinued operations
|
—
|
|
|
(0.06
|
)
|
|
—
|
|
|
—
|
|
|
0.00
|
|
|||||
Net income (loss)
|
$
|
0.00
|
|
|
$
|
0.07
|
|
|
$
|
0.30
|
|
|
$
|
(0.13
|
)
|
|
$
|
0.16
|
|
Weighted average shares outstanding
|
49,367
|
|
|
54,428
|
|
|
55,914
|
|
|
58,919
|
|
|
58,974
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Continuing operations
|
$
|
0.00
|
|
|
$
|
0.12
|
|
|
$
|
0.30
|
|
|
$
|
(0.13
|
)
|
|
$
|
0.16
|
|
Discontinued operations
|
—
|
|
|
(0.05
|
)
|
|
—
|
|
|
—
|
|
|
0.00
|
|
|||||
Net income (loss)
|
$
|
0.00
|
|
|
$
|
0.07
|
|
|
$
|
0.30
|
|
|
$
|
(0.13
|
)
|
|
$
|
0.16
|
|
Weighted average shares outstanding
|
49,367
|
|
|
56,563
|
|
|
57,329
|
|
|
58,919
|
|
|
59,993
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash dividends declared per common share
|
$
|
0.12
|
|
|
$
|
0.10
|
|
|
$
|
0.08
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
$
|
77,094
|
|
|
$
|
64,441
|
|
|
$
|
68,851
|
|
|
$
|
87,617
|
|
|
$
|
40,477
|
|
Depreciation and amortization
|
$
|
67,396
|
|
|
$
|
70,748
|
|
|
$
|
66,264
|
|
|
$
|
60,712
|
|
|
$
|
40,442
|
|
Total assets
|
$
|
1,820,361
|
|
|
$
|
1,777,608
|
|
|
$
|
1,802,921
|
|
|
$
|
1,861,983
|
|
|
$
|
1,750,430
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current portion of debt, net of debt discount
|
$
|
7,886
|
|
|
$
|
10,768
|
|
|
$
|
17,703
|
|
|
$
|
25,164
|
|
|
$
|
20,901
|
|
Long term portion of debt, net of debt discount
|
805,101
|
|
|
678,487
|
|
|
681,907
|
|
|
688,247
|
|
|
503,935
|
|
|||||
Total debt, net of debt discount
|
$
|
812,987
|
|
|
$
|
689,255
|
|
|
$
|
699,610
|
|
|
$
|
713,411
|
|
|
$
|
524,836
|
|
Notes:
|
Results of operations from acquired businesses are included from the date of acquisition forward. The fair value of assets and liabilities, inclusive of changes resulting from operating the businesses, are included in the first period ended after the date of each acquisition, and all periods thereafter.
|
•
|
HBP consists of two companies, The AMES Companies, Inc. (“AMES”) and Clopay Building Products (“CBP”). HBP accounted for
49%
of Griffon’s consolidated revenue in
2014
, and 46% in both
2013
and
2012
:
|
◦
|
AMES is a global provider of non-powered landscaping products that make work easier for homeowners and professionals. AMES’ revenue was
25%
of Griffon’s consolidated revenue in
2014
, and 23% in both
2013
and
2012
.
|
◦
|
CBP is a leading manufacturer and marketer of residential, commercial and industrial garage doors to professional installing dealers and major home center retail chains. CBP’s revenue was
24%
of Griffon’s consolidated revenue in
2014
, and 23% in both
2013
and
2012
.
|
•
|
Telephonics designs, develops and manufactures high-technology integrated information, communication and sensor system solutions for military and commercial markets worldwide. Telephonics’ revenue was
21%
of Griffon’s consolidated revenue in
2014
, and 24% in both
2013
and
2012
.
|
•
|
Plastics is an international leader in the development and production of embossed, laminated and printed specialty plastic films used in a variety of hygienic, health-care and industrial applications. Plastics’ revenue was
30%
of Griffon’s consolidated revenue in
2014
,
2013
and
2012
.
|
•
|
Loss from debt extinguishment of
$38,890
(
$24,964
, net of tax or
$0.49
per share);
|
•
|
Restructuring charges of
$6,136
(
$3,804
, net of tax, or
$0.07
per share);
|
•
|
Acquisition costs of
$3,161
(
$1,960
, net of tax, or
$0.04
per share); and
|
•
|
Discrete tax benefits, net, of
$4,674
or
$0.09
per share
|
•
|
Restructuring charges of
$13,262
(
$8,266
, net of tax, or
$0.15
per share);
|
•
|
Loss on pension settlement of
$2,142
(
$1,392
, net of tax or
$0.02
per share); and
|
•
|
Discrete tax benefits, net, of
$325
or
$0.01
per share.
|
•
|
Restructuring charges of
$13,262
(
$8,266
, net of tax, or
$0.15
per share);
|
•
|
Loss on pension settlement of
$2,142
(
$1,392
, net of tax or
$0.02
per share); and
|
•
|
Discrete tax benefits, net, of
$325
or
$0.01
per share.
|
•
|
Restructuring charges of
$4,689
(
$3,048
, net of tax, or
$0.05
per share);
|
•
|
Acquisition and integration costs of
$477
(
$310
, net of tax, or
$0.01
per share); and
|
•
|
Discrete tax benefits, net, of
$5,110
, or
$0.09
per share.
|
|
For the Years Ended September 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Income (loss) from continuing operations
|
$
|
(177
|
)
|
|
$
|
6,790
|
|
|
$
|
17,011
|
|
Adjusting items, net of tax:
|
|
|
|
|
|
|
|
|
|||
Loss from debt extinguishment
|
24,964
|
|
|
—
|
|
|
—
|
|
|||
Restructuring
|
3,804
|
|
|
8,266
|
|
|
3,048
|
|
|||
Acquisition costs
|
1,960
|
|
|
—
|
|
|
310
|
|
|||
Loss on pension settlement
|
—
|
|
|
1,392
|
|
|
—
|
|
|||
Discrete tax benefits
|
(4,674
|
)
|
|
(325
|
)
|
|
(5,110
|
)
|
|||
Adjusted income from continuing operations
|
$
|
25,877
|
|
|
$
|
16,123
|
|
|
$
|
15,259
|
|
Earnings (loss) per common share from continuing operations
|
$
|
0.00
|
|
|
$
|
0.12
|
|
|
$
|
0.30
|
|
Adjusting items, net of tax:
|
|
|
|
|
|
|
|
|
|||
Loss from debt extinguishment
|
0.49
|
|
|
—
|
|
|
—
|
|
|||
Restructuring
|
0.07
|
|
|
0.15
|
|
|
0.05
|
|
|||
Acquisition costs
|
0.04
|
|
|
—
|
|
|
0.01
|
|
|||
Loss on pension settlement
|
—
|
|
|
0.02
|
|
|
—
|
|
|||
Discrete tax benefits
|
(0.09
|
)
|
|
(0.01
|
)
|
|
(0.09
|
)
|
|||
Adjusted earnings per share from continuing operations
|
$
|
0.51
|
|
|
$
|
0.29
|
|
|
$
|
0.27
|
|
|
For the Years Ended September 30,
|
||||||||||
INCOME (LOSS) BEFORE TAXES
|
2014
|
|
2013
|
|
2012
|
||||||
Segment operating profit:
|
|
|
|
|
|
||||||
Home & Building Products
|
$
|
40,538
|
|
|
$
|
26,130
|
|
|
$
|
37,082
|
|
Telephonics
|
45,293
|
|
|
55,076
|
|
|
49,232
|
|
|||
Plastics
|
28,881
|
|
|
16,589
|
|
|
13,688
|
|
|||
Total segment operating profit
|
114,712
|
|
|
97,795
|
|
|
100,002
|
|
|||
Net interest expense
|
(48,144
|
)
|
|
(52,167
|
)
|
|
(51,715
|
)
|
|||
Unallocated amounts
|
(33,394
|
)
|
|
(29,153
|
)
|
|
(26,346
|
)
|
|||
Loss from debt extinguishment
|
(38,890
|
)
|
|
—
|
|
|
—
|
|
|||
Loss on pension settlement
|
—
|
|
|
(2,142
|
)
|
|
—
|
|
|||
Income (loss) before taxes from continuing operations
|
$
|
(5,716
|
)
|
|
$
|
14,333
|
|
|
$
|
21,941
|
|
|
For the Years Ended September 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Segment adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|||
Home & Building Products
|
$
|
77,171
|
|
|
$
|
70,064
|
|
|
$
|
70,467
|
|
Telephonics
|
57,525
|
|
|
63,199
|
|
|
60,565
|
|
|||
Plastics
|
56,291
|
|
|
48,100
|
|
|
40,000
|
|
|||
Total Segment adjusted EBITDA
|
190,987
|
|
|
181,363
|
|
|
171,032
|
|
|||
Net interest expense
|
(48,144
|
)
|
|
(52,167
|
)
|
|
(51,715
|
)
|
|||
Segment depreciation and amortization
|
(66,978
|
)
|
|
(70,306
|
)
|
|
(65,864
|
)
|
|||
Unallocated amounts
|
(33,394
|
)
|
|
(29,153
|
)
|
|
(26,346
|
)
|
|||
Loss from debt extinguishment
|
(38,890
|
)
|
|
—
|
|
|
—
|
|
|||
Restructuring charges
|
(6,136
|
)
|
|
(13,262
|
)
|
|
(4,689
|
)
|
|||
Acquisition costs
|
(3,161
|
)
|
|
—
|
|
|
(477
|
)
|
|||
Loss on pension settlement
|
—
|
|
|
(2,142
|
)
|
|
—
|
|
|||
Income (loss) before taxes from continuing operations
|
$
|
(5,716
|
)
|
|
$
|
14,333
|
|
|
$
|
21,941
|
|
|
Years Ended September 30,
|
|||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
AMES
|
$
|
503,687
|
|
|
|
|
$
|
419,549
|
|
|
|
|
$
|
433,866
|
|
|
|
|||
CBP
|
475,756
|
|
|
|
|
435,416
|
|
|
|
|
422,674
|
|
|
|
||||||
Home & Building Products
|
$
|
979,443
|
|
|
|
|
$
|
854,965
|
|
|
|
|
$
|
856,540
|
|
|
|
|||
Segment operating profit
|
$
|
40,538
|
|
|
4.1
|
%
|
|
$
|
26,130
|
|
|
3.1
|
%
|
|
$
|
37,082
|
|
|
4.3
|
%
|
Depreciation and amortization
|
31,580
|
|
|
|
|
36,195
|
|
|
|
|
32,034
|
|
|
|
||||||
Restructuring charges
|
1,892
|
|
|
|
|
7,739
|
|
|
|
|
874
|
|
|
|
||||||
Acquisition costs
|
3,161
|
|
|
|
|
—
|
|
|
|
|
477
|
|
|
|
||||||
Segment adjusted EBITDA
|
$
|
77,171
|
|
|
7.9
|
%
|
|
$
|
70,064
|
|
|
8.2
|
%
|
|
$
|
70,467
|
|
|
8.2
|
%
|
|
Years Ended September 30,
|
|||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
Revenue
|
$
|
419,005
|
|
|
|
|
$
|
453,351
|
|
|
|
|
$
|
441,503
|
|
|
|
|||
Segment operating profit
|
$
|
45,293
|
|
|
10.8
|
%
|
|
$
|
55,076
|
|
|
12.1
|
%
|
|
$
|
49,232
|
|
|
11.2
|
%
|
Depreciation and amortization
|
7,988
|
|
|
|
|
7,373
|
|
|
|
|
7,518
|
|
|
|
||||||
Restructuring charges
|
4,244
|
|
|
|
|
750
|
|
|
|
|
3,815
|
|
|
|
||||||
Segment adjusted EBITDA
|
$
|
57,525
|
|
|
13.7
|
%
|
|
$
|
63,199
|
|
|
13.9
|
%
|
|
$
|
60,565
|
|
|
13.7
|
%
|
|
Years Ended September 30,
|
|||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
Revenue
|
$
|
593,363
|
|
|
|
|
$
|
563,011
|
|
|
|
|
$
|
563,102
|
|
|
|
|||
Segment operating profit
|
$
|
28,881
|
|
|
4.9
|
%
|
|
$
|
16,589
|
|
|
2.9
|
%
|
|
$
|
13,688
|
|
|
2.4
|
%
|
Depreciation and amortization
|
27,410
|
|
|
|
|
26,738
|
|
|
|
|
26,312
|
|
|
|
||||||
Restructuring charges
|
—
|
|
|
|
|
4,773
|
|
|
|
|
—
|
|
|
|
||||||
Segment adjusted EBITDA
|
$
|
56,291
|
|
|
9.5
|
%
|
|
$
|
48,100
|
|
|
8.5
|
%
|
|
$
|
40,000
|
|
|
7.1
|
%
|
Cash Flows from Continuing Operations
|
Years Ended September 30,
|
||||||
(in thousands)
|
2014
|
|
2013
|
||||
Net Cash Flows Provided By (Used In):
|
|
|
|
|
|
||
Operating activities
|
$
|
93,301
|
|
|
$
|
85,683
|
|
Investing activities
|
(147,250
|
)
|
|
(62,868
|
)
|
||
Financing activities
|
(27,930
|
)
|
|
(52,249
|
)
|
a.
|
The U.S. Government and its agencies, through prime and subcontractor relationships, represented 15% of Griffon’s consolidated revenue and 72% of Telephonics' revenue.
|
b.
|
P&G represented 14% of Griffon’s consolidated revenue and 46% of Plastics' revenue.
|
c.
|
Home Depot represented 12% of Griffon’s consolidated revenue and 23% of HBP's revenue.
|
Cash and Equivalents and Debt
|
At September 30,
|
|
At September 30,
|
||||
(in thousands)
|
2014
|
|
2013
|
||||
Cash and equivalents
|
$
|
92,405
|
|
|
$
|
178,130
|
|
Notes payables and current portion of long-term debt
|
7,886
|
|
|
10,768
|
|
||
Long-term debt, net of current maturities
|
805,101
|
|
|
678,487
|
|
||
Debt discount
|
9,584
|
|
|
13,246
|
|
||
Total debt
|
822,571
|
|
|
702,501
|
|
||
Debt, net of cash and equivalents
|
$
|
730,166
|
|
|
$
|
524,371
|
|
|
Payments Due by Period
|
||||||||||||||||||||||
(in thousands)
|
Total
|
|
Less Than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than 5
Years
|
|
Other
|
||||||||||||
Long-term debt (a)
|
$
|
822,571
|
|
|
$
|
7,886
|
|
|
$
|
37,863
|
|
|
$
|
161,844
|
|
|
$
|
614,978
|
|
|
$
|
—
|
|
Interest expense
|
256,327
|
|
|
38,629
|
|
|
74,015
|
|
|
67,394
|
|
|
76,289
|
|
|
—
|
|
||||||
Rental commitments
|
97,396
|
|
|
25,609
|
|
|
37,019
|
|
|
24,333
|
|
|
10,435
|
|
|
—
|
|
||||||
Purchase obligations (b)
|
190,747
|
|
|
184,242
|
|
|
6,383
|
|
|
122
|
|
|
—
|
|
|
—
|
|
||||||
Capital expenditures
|
16,025
|
|
|
16,025
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Supplemental & post-retirement benefits (c)
|
32,089
|
|
|
4,058
|
|
|
7,939
|
|
|
6,955
|
|
|
13,137
|
|
|
—
|
|
||||||
Uncertain tax positions (d)
|
4,787
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,787
|
|
||||||
Total obligations
|
$
|
1,419,942
|
|
|
$
|
276,449
|
|
|
$
|
163,219
|
|
|
$
|
260,648
|
|
|
$
|
714,839
|
|
|
$
|
4,787
|
|
(a)
|
Included in long-term debt are capital leases of: $1,446 (less than 1 year), $2,832 (1-3 years), $2,515 (3-5 years) and $2,898 (more than 5 years).
|
(b)
|
Purchase obligations are generally for the purchase of goods and services in the ordinary course of business. Griffon uses blanket purchase orders to communicate expected requirements to certain vendors. Purchase obligations reflect those purchase orders where the commitment is considered to be firm. Purchase obligations that extend beyond 2014 are principally related to long-term contracts received from customers of Telephonics.
|
(c)
|
Griffon funds required payouts under its non-qualified supplemental defined benefit plan from its general assets and the expected payments are included in each period, as applicable.
|
(d)
|
Due to the uncertainty of the potential settlement of future uncertain tax positions, management is unable to estimate the timing of related payments, if any, that will be made subsequent to 2014. These amounts do not include any potential indirect benefits resulting from deductions or credits for payments made to other jurisdictions.
|
▪
|
Report of Independent Registered Public Accounting Firm.
|
▪
|
Consolidated Balance Sheets at September 30, 2014 and 2013.
|
▪
|
Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended September 30, 2014, 2013 and 2012.
|
▪
|
Consolidated Statements of Cash Flows for the years ended September 30, 2014, 2013 and 2012.
|
▪
|
Consolidated Statements of Shareholders’ Equity for the years ended September 30, 2014, 2013 and 2012.
|
▪
|
Notes to Consolidated Financial Statements.
|
▪
|
Schedule II – Valuation and Qualifying Account.
|
|
At September 30, 2014
|
|
At September 30, 2013
|
||||
CURRENT ASSETS
|
|
|
|
|
|
||
Cash and equivalents
|
$
|
92,405
|
|
|
$
|
178,130
|
|
Accounts receivable, net of allowances of $7,336 and $6,136
|
258,436
|
|
|
256,215
|
|
||
Contract costs and recognized income not yet billed, net of progress payments of $16,985 and $6,941
|
109,930
|
|
|
109,828
|
|
||
Inventories, net
|
290,135
|
|
|
230,120
|
|
||
Prepaid and other current assets
|
62,569
|
|
|
41,003
|
|
||
Assets of discontinued operations
|
1,624
|
|
|
1,214
|
|
||
Total Current Assets
|
815,099
|
|
|
816,510
|
|
||
PROPERTY, PLANT AND EQUIPMENT, net
|
370,565
|
|
|
353,593
|
|
||
GOODWILL
|
371,846
|
|
|
354,459
|
|
||
INTANGIBLE ASSETS, net
|
233,623
|
|
|
221,391
|
|
||
OTHER ASSETS
|
27,102
|
|
|
28,580
|
|
||
ASSETS OF DISCONTINUED OPERATIONS
|
2,126
|
|
|
3,075
|
|
||
Total Assets
|
$
|
1,820,361
|
|
|
$
|
1,777,608
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
||
Notes payable and current portion of long-term debt
|
$
|
7,886
|
|
|
$
|
10,768
|
|
Accounts payable
|
218,703
|
|
|
163,610
|
|
||
Accrued liabilities
|
101,292
|
|
|
106,743
|
|
||
Liabilities of discontinued operations
|
3,282
|
|
|
3,288
|
|
||
Total Current Liabilities
|
331,163
|
|
|
284,409
|
|
||
LONG-TERM DEBT, net of debt discount of $9,584 and $13,246
|
805,101
|
|
|
678,487
|
|
||
OTHER LIABILITIES
|
148,240
|
|
|
159,504
|
|
||
LIABILITIES OF DISCONTINUED OPERATIONS
|
3,830
|
|
|
4,744
|
|
||
Total Liabilities
|
1,288,334
|
|
|
1,127,144
|
|
||
COMMITMENTS AND CONTINGENCIES - See Note 14
|
|
|
|
|
|
||
SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
||
Preferred stock, par value $0.25 per share, authorized 3,000 shares, no shares issued
|
—
|
|
|
—
|
|
||
Common stock, par value $0.25 per share, authorized 85,000 shares, issued 78,484 shares and 77,616 shares
|
19,621
|
|
|
19,404
|
|
||
Capital in excess of par value
|
506,090
|
|
|
494,412
|
|
||
Retained earnings
|
427,913
|
|
|
434,363
|
|
||
Treasury shares, at cost, 25,335 common shares and 18,527 common shares
|
(354,216
|
)
|
|
(274,602
|
)
|
||
Accumulated other comprehensive loss
|
(30,064
|
)
|
|
(3,339
|
)
|
||
Deferred compensation
|
(37,317
|
)
|
|
(19,774
|
)
|
||
Total Shareholders’ Equity
|
532,027
|
|
|
650,464
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
1,820,361
|
|
|
$
|
1,777,608
|
|
|
Years Ended September 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Revenue
|
$
|
1,991,811
|
|
|
$
|
1,871,327
|
|
|
$
|
1,861,145
|
|
Cost of goods and services
|
1,532,412
|
|
|
1,453,742
|
|
|
1,442,340
|
|
|||
Gross profit
|
459,399
|
|
|
417,585
|
|
|
418,805
|
|
|||
Selling, general and administrative expenses
|
375,099
|
|
|
340,469
|
|
|
341,696
|
|
|||
Restructuring and other related charges
|
6,136
|
|
|
13,262
|
|
|
4,689
|
|
|||
Total operating expenses
|
381,235
|
|
|
353,731
|
|
|
346,385
|
|
|||
Income from operations
|
78,164
|
|
|
63,854
|
|
|
72,420
|
|
|||
Other income (expense)
|
|
|
|
|
|
|
|
|
|||
Interest expense
|
(48,447
|
)
|
|
(52,520
|
)
|
|
(52,007
|
)
|
|||
Interest income
|
303
|
|
|
353
|
|
|
292
|
|
|||
Loss from debt extinguishment
|
(38,890
|
)
|
|
—
|
|
|
—
|
|
|||
Other, net
|
3,154
|
|
|
2,646
|
|
|
1,236
|
|
|||
Total other income (expense)
|
(83,880
|
)
|
|
(49,521
|
)
|
|
(50,479
|
)
|
|||
Income (loss) before taxes
|
(5,716
|
)
|
|
14,333
|
|
|
21,941
|
|
|||
Provision (benefit) for income taxes
|
(5,539
|
)
|
|
7,543
|
|
|
4,930
|
|
|||
Income (loss) from continuing operations
|
$
|
(177
|
)
|
|
$
|
6,790
|
|
|
$
|
17,011
|
|
Discontinued operations:
|
|
|
|
|
|
|
|
|
|||
Loss from operations of discontinued businesses
|
—
|
|
|
(4,651
|
)
|
|
—
|
|
|||
Benefit from income taxes
|
—
|
|
|
1,628
|
|
|
—
|
|
|||
Loss from discontinued operations
|
—
|
|
|
(3,023
|
)
|
|
—
|
|
|||
Net income (loss)
|
$
|
(177
|
)
|
|
$
|
3,767
|
|
|
$
|
17,011
|
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
0.00
|
|
|
$
|
0.12
|
|
|
$
|
0.30
|
|
Loss from discontinued operations
|
0.00
|
|
|
(0.06
|
)
|
|
0.00
|
|
|||
Basic earnings (loss) per common share
|
$
|
0.00
|
|
|
$
|
0.07
|
|
|
$
|
0.30
|
|
|
|
|
|
|
|
||||||
Weighted-average shares outstanding
|
49,367
|
|
|
54,428
|
|
|
55,914
|
|
|||
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
0.00
|
|
|
$
|
0.12
|
|
|
$
|
0.30
|
|
Loss from discontinued operations
|
0.00
|
|
|
(0.05
|
)
|
|
0.00
|
|
|||
Diluted earnings (loss) per common share
|
$
|
0.00
|
|
|
$
|
0.07
|
|
|
$
|
0.30
|
|
|
|
|
|
|
|
||||||
Weighted-average shares outstanding
|
49,367
|
|
|
56,563
|
|
|
57,329
|
|
|||
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(177
|
)
|
|
$
|
3,767
|
|
|
$
|
17,011
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss), net of taxes:
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation adjustments
|
(23,933
|
)
|
|
(3,090
|
)
|
|
(6,754
|
)
|
|||
Pension and other post retirement plans
|
(3,914
|
)
|
|
19,310
|
|
|
(5,081
|
)
|
|||
Gain on available-for-sale securities
|
870
|
|
|
—
|
|
|
—
|
|
|||
Gain on cash flow hedge
|
252
|
|
|
—
|
|
|
—
|
|
|||
Total other comprehensive income (loss), net of taxes
|
(26,725
|
)
|
|
16,220
|
|
|
(11,835
|
)
|
|||
Comprehensive income (loss)
|
$
|
(26,902
|
)
|
|
$
|
19,987
|
|
|
$
|
5,176
|
|
|
Years Ended September 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|||
Net income (loss)
|
$
|
(177
|
)
|
|
$
|
3,767
|
|
|
$
|
17,011
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Loss from discontinued operations
|
—
|
|
|
3,023
|
|
|
—
|
|
|||
Depreciation and amortization
|
67,396
|
|
|
70,748
|
|
|
66,264
|
|
|||
Stock-based compensation
|
11,473
|
|
|
12,495
|
|
|
10,439
|
|
|||
Asset impairment charges - restructuring
|
191
|
|
|
4,316
|
|
|
—
|
|
|||
Provision for losses on accounts receivable
|
359
|
|
|
1,813
|
|
|
1,469
|
|
|||
Amortization of deferred financing costs and debt discounts
|
6,427
|
|
|
6,232
|
|
|
6,023
|
|
|||
Loss from debt extinguishment
|
38,890
|
|
|
—
|
|
|
—
|
|
|||
Deferred income taxes
|
(5,131
|
)
|
|
5,075
|
|
|
(2,627
|
)
|
|||
(Gain) loss on sale/disposal of assets
|
244
|
|
|
(498
|
)
|
|
56
|
|
|||
Change in assets and liabilities, net of assets and liabilities acquired:
|
|
|
|
|
|
|
|
|
|||
(Increase) decrease in accounts receivable and contract costs and recognized income not yet billed
|
6,009
|
|
|
(58,038
|
)
|
|
27,012
|
|
|||
(Increase) decrease in inventories
|
(50,461
|
)
|
|
26,887
|
|
|
9,011
|
|
|||
(Increase) decrease in prepaid and other assets
|
(4,278
|
)
|
|
6,678
|
|
|
(3,281
|
)
|
|||
Increase (decrease) in accounts payable, accrued liabilities and income taxes payable
|
21,304
|
|
|
652
|
|
|
(46,368
|
)
|
|||
Other changes, net
|
1,055
|
|
|
2,533
|
|
|
5,121
|
|
|||
Net cash provided by operating activities
|
93,301
|
|
|
85,683
|
|
|
90,130
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|||
Acquisition of property, plant and equipment
|
(77,094
|
)
|
|
(64,441
|
)
|
|
(68,851
|
)
|
|||
Acquired business, net of cash acquired
|
(62,306
|
)
|
|
—
|
|
|
(22,432
|
)
|
|||
Purchase of securities
|
(8,402
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of property, plant and equipment
|
552
|
|
|
1,573
|
|
|
309
|
|
|||
Net cash used in investing activities
|
(147,250
|
)
|
|
(62,868
|
)
|
|
(90,974
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|||
Proceeds from issuance of common stock
|
584
|
|
|
—
|
|
|
—
|
|
|||
Dividends paid
|
(6,273
|
)
|
|
(5,825
|
)
|
|
(4,743
|
)
|
|||
Purchase of shares for treasury
|
(79,614
|
)
|
|
(32,521
|
)
|
|
(10,382
|
)
|
|||
Proceeds from issuance of long-term debt
|
691,943
|
|
|
303
|
|
|
4,000
|
|
|||
Payments of long-term debt
|
(603,094
|
)
|
|
(16,867
|
)
|
|
(18,546
|
)
|
|||
Change in short-term borrowings
|
(749
|
)
|
|
2,950
|
|
|
(1,859
|
)
|
|||
Financing costs
|
(11,298
|
)
|
|
(833
|
)
|
|
(97
|
)
|
|||
Purchase of ESOP shares
|
(20,000
|
)
|
|
—
|
|
|
—
|
|
|||
Tax effect from exercise/vesting of equity awards, net
|
273
|
|
|
150
|
|
|
834
|
|
|||
Other, net
|
298
|
|
|
394
|
|
|
100
|
|
|||
Net cash used in financing activities
|
(27,930
|
)
|
|
(52,249
|
)
|
|
(30,693
|
)
|
|||
CASH FLOWS FROM DISCONTINUED OPERATIONS:
|
|
|
|
|
|
|
|
|
|||
Net cash used in operating activities
|
(1,528
|
)
|
|
(2,090
|
)
|
|
(2,801
|
)
|
|||
Net cash used in discontinued operations
|
(1,528
|
)
|
|
(2,090
|
)
|
|
(2,801
|
)
|
Effect of exchange rate changes on cash and equivalents
|
(2,318
|
)
|
|
—
|
|
|
963
|
|
|||
NET DECREASE IN CASH AND EQUIVALENTS
|
(85,725
|
)
|
|
(31,524
|
)
|
|
(33,375
|
)
|
|||
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD
|
178,130
|
|
|
209,654
|
|
|
243,029
|
|
|||
CASH AND EQUIVALENTS AT END OF PERIOD
|
$
|
92,405
|
|
|
$
|
178,130
|
|
|
$
|
209,654
|
|
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
|
|
|
|
|
|||
Cash paid for interest
|
$
|
60,246
|
|
|
$
|
47,243
|
|
|
$
|
49,533
|
|
Cash paid for taxes
|
9,626
|
|
|
15,665
|
|
|
8,713
|
|
|
COMMON STOCK
|
|
CAPITAL IN
EXCESS OF
PAR VALUE
|
|
RETAINED
EARNINGS
|
|
TREASURY SHARES
|
|
ACCUMULATED OTHER
COMPREHENSIVE
INCOME (LOSS)
|
|
DEFERRED
COMPENSATION
|
|
Total
|
||||||||||||||||||||
(in thousands)
|
SHARES
|
|
PAR VALUE
|
|
|
|
SHARES
|
|
COST
|
|
|
|
|||||||||||||||||||||
Balance at 9/30/2011
|
76,184
|
|
|
$
|
19,046
|
|
|
$
|
471,928
|
|
|
$
|
424,153
|
|
|
14,434
|
|
|
$
|
(231,699
|
)
|
|
$
|
(7,724
|
)
|
|
$
|
(23,796
|
)
|
|
$
|
651,908
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
17,011
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,011
|
|
|||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,743
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,743
|
)
|
|||||||
Tax effect from exercise/vesting of equity awards, net
|
—
|
|
|
—
|
|
|
834
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
834
|
|
|||||||
Amortization of deferred compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,031
|
|
|
2,031
|
|
|||||||
Common stock acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,187
|
|
|
(10,382
|
)
|
|
—
|
|
|
—
|
|
|
(10,382
|
)
|
|||||||
Equity awards granted, net
|
325
|
|
|
81
|
|
|
(1,064
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(983
|
)
|
|||||||
ESOP allocation of common stock
|
—
|
|
|
—
|
|
|
(128
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(128
|
)
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
10,439
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,439
|
|
|||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,835
|
)
|
|
—
|
|
|
(11,835
|
)
|
|||||||
Balance at 9/30/2012
|
76,509
|
|
|
$
|
19,127
|
|
|
$
|
482,009
|
|
|
$
|
436,421
|
|
|
15,621
|
|
|
$
|
(242,081
|
)
|
|
$
|
(19,559
|
)
|
|
$
|
(21,765
|
)
|
|
$
|
654,152
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
3,767
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,767
|
|
|||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,825
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,825
|
)
|
|||||||
Tax effect from exercise/vesting of equity awards, net
|
—
|
|
|
—
|
|
|
150
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
150
|
|
|||||||
Amortization of deferred compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,991
|
|
|
1,991
|
|
|||||||
Common stock acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,906
|
|
|
(32,521
|
)
|
|
—
|
|
|
—
|
|
|
(32,521
|
)
|
|||||||
Equity awards granted, net
|
1,107
|
|
|
277
|
|
|
(472
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(195
|
)
|
|||||||
ESOP allocation of common stock
|
—
|
|
|
—
|
|
|
230
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
230
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
12,495
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,495
|
|
|||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,220
|
|
|
—
|
|
|
16,220
|
|
|||||||
Balance at 9/30/2013
|
77,616
|
|
|
$
|
19,404
|
|
|
$
|
494,412
|
|
|
$
|
434,363
|
|
|
18,527
|
|
|
$
|
(274,602
|
)
|
|
$
|
(3,339
|
)
|
|
$
|
(19,774
|
)
|
|
$
|
650,464
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(177
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(177
|
)
|
|||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,273
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,273
|
)
|
|||||||
Tax effect from exercise/vesting of equity awards, net
|
—
|
|
|
—
|
|
|
273
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
273
|
|
|||||||
Amortization of deferred compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,457
|
|
|
2,457
|
|
|||||||
Common stock issued
|
44
|
|
|
11
|
|
|
573
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
584
|
|
|||||||
Common stock acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,808
|
|
|
(79,614
|
)
|
|
—
|
|
|
—
|
|
|
(79,614
|
)
|
|||||||
Equity awards granted, net
|
824
|
|
|
206
|
|
|
(358
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(152
|
)
|
|||||||
ESOP purchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,000
|
)
|
|
(20,000
|
)
|
|||||||
ESOP allocation of common stock
|
—
|
|
|
—
|
|
|
(283
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(283
|
)
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
11,473
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,473
|
|
|||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,725
|
)
|
|
—
|
|
|
(26,725
|
)
|
|||||||
Balance at 9/30/2014
|
78,484
|
|
|
$
|
19,621
|
|
|
$
|
506,090
|
|
|
$
|
427,913
|
|
|
25,335
|
|
|
$
|
(354,216
|
)
|
|
$
|
(30,064
|
)
|
|
$
|
(37,317
|
)
|
|
$
|
532,027
|
|
•
|
Home & Building Products (“HBP”) consists of
two
companies, The AMES Companies, Inc. (“AMES®”) and Clopay Building Products (“CBP”):
|
◦
|
AMES® is a global provider of non-powered landscaping products that make work easier for homeowners and professionals.
|
◦
|
CBP is a leading manufacturer and marketer of residential, commercial and industrial garage doors to professional installing dealers and major home center retail chains.
|
•
|
Telephonics Corporation (“Telephonics”) designs, develops and manufactures high-technology integrated information, communication and sensor system solutions to military and commercial markets worldwide.
|
•
|
Clopay Plastic Products Company (“Plastics”) is an international leader in the development and production of embossed, laminated and printed specialty plastic films used in a variety of hygienic, health-care and industrial applications.
|
•
|
Level 1 inputs are measured and recorded at fair value based upon quoted prices in active markets for identical assets.
|
•
|
Level 2 inputs include inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of assets or liabilities.
|
•
|
Level 3 inputs are unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
|
|
Cyclone
|
Northcote
|
Total
|
||||||
Current Assets and Other, net of cash acquired
|
$
|
21,116
|
|
$
|
7,398
|
|
$
|
28,514
|
|
PP&E
|
488
|
|
1,385
|
|
1,873
|
|
|||
Goodwill
|
11,322
|
|
11,254
|
|
22,576
|
|
|||
Amortizable intangible assets
|
11,608
|
|
6,098
|
|
17,706
|
|
|||
Indefinite life intangible assets
|
3,548
|
|
3,121
|
|
6,669
|
|
|||
Total assets acquired
|
$
|
48,082
|
|
$
|
29,256
|
|
$
|
77,338
|
|
Total liabilities assumed
|
(8,557
|
)
|
(7,475
|
)
|
$
|
(16,032
|
)
|
||
Net assets acquired
|
$
|
39,525
|
|
$
|
21,781
|
|
$
|
61,306
|
|
|
Cyclone
|
Northcote
|
Total
|
Amortization
Period (Years) |
||||||
Goodwill
|
$
|
11,322
|
|
$
|
11,254
|
|
$
|
22,576
|
|
N/A
|
Trade names
|
3,548
|
|
3,121
|
|
6,669
|
|
Indefinite
|
|||
Customer relationships
|
11,608
|
|
6,098
|
|
17,706
|
|
25
|
|||
|
$
|
26,478
|
|
$
|
20,473
|
|
$
|
46,951
|
|
|
Inventory
|
$
|
3,673
|
|
PP&E
|
416
|
|
|
Goodwill
|
4,655
|
|
|
Amortizable intangible assets
|
11,077
|
|
|
Indefinite life intangible assets
|
2,611
|
|
|
Total assets acquired
|
$
|
22,432
|
|
|
|
|
Amortization
Period (Years)
|
||
Goodwill
|
$
|
4,655
|
|
|
N/A
|
Trade names
|
2,611
|
|
|
Indefinite
|
|
Customer relationships
|
11,077
|
|
|
25
|
|
|
$
|
18,343
|
|
|
|
|
At September 30,
2014 |
|
At September 30,
2013 |
||||
Raw materials and supplies
|
$
|
75,560
|
|
|
$
|
65,560
|
|
Work in process
|
67,866
|
|
|
63,930
|
|
||
Finished goods
|
146,709
|
|
|
100,630
|
|
||
Total
|
$
|
290,135
|
|
|
$
|
230,120
|
|
|
At September 30,
2014 |
|
At September 30,
2013 |
||||
Land, building and building improvements
|
$
|
127,714
|
|
|
$
|
130,905
|
|
Machinery and equipment
|
720,417
|
|
|
661,094
|
|
||
Leasehold improvements
|
42,852
|
|
|
35,884
|
|
||
|
890,983
|
|
|
827,883
|
|
||
Accumulated depreciation and amortization
|
(520,418
|
)
|
|
(474,290
|
)
|
||
Total
|
$
|
370,565
|
|
|
$
|
353,593
|
|
|
At September 30,
2012 |
|
Other adjustments including currency translations
|
|
At September 30,
2013 |
|
Goodwill from 2014 acquisitions
|
|
Other adjustments including currency translations
|
|
At September 30, 2014
|
||||||||||||
Home & Building Products
|
$
|
266,531
|
|
|
$
|
—
|
|
|
$
|
266,531
|
|
|
$
|
22,576
|
|
|
$
|
(711
|
)
|
|
$
|
288,396
|
|
Telephonics
|
18,545
|
|
|
—
|
|
|
18,545
|
|
|
—
|
|
|
—
|
|
|
18,545
|
|
||||||
Plastics
|
70,025
|
|
|
(642
|
)
|
|
69,383
|
|
|
—
|
|
|
(4,478
|
)
|
|
64,905
|
|
||||||
Total
|
$
|
355,101
|
|
|
$
|
(642
|
)
|
|
$
|
354,459
|
|
|
$
|
22,576
|
|
|
$
|
(5,189
|
)
|
|
$
|
371,846
|
|
|
At September 30, 2014
|
|
|
|
At September 30, 2013
|
||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Average
Life
(Years)
|
|
Gross Carrying
Amount
|
|
Accumulated Amortization
|
||||||||
Customer relationships
|
$
|
180,282
|
|
|
$
|
35,280
|
|
|
25
|
|
$
|
166,985
|
|
|
$
|
29,049
|
|
Unpatented technology
|
6,500
|
|
|
3,313
|
|
|
12.5
|
|
6,804
|
|
|
2,916
|
|
||||
Total amortizable intangible assets
|
186,782
|
|
|
38,593
|
|
|
|
|
173,789
|
|
|
31,965
|
|
||||
Trademarks
|
85,434
|
|
|
—
|
|
|
|
|
79,567
|
|
|
—
|
|
||||
Total intangible assets
|
$
|
272,216
|
|
|
$
|
38,593
|
|
|
|
|
$
|
253,356
|
|
|
$
|
31,965
|
|
|
At September 30,
2014 |
|
At September 30,
2013 |
||||
Assets of discontinued operations:
|
|
|
|
|
|
||
Prepaid and other current assets
|
$
|
1,624
|
|
|
$
|
1,214
|
|
Other long-term assets
|
2,126
|
|
|
3,075
|
|
||
Total assets of discontinued operations
|
$
|
3,750
|
|
|
$
|
4,289
|
|
|
|
|
|
||||
Liabilities of discontinued operations:
|
|
|
|
|
|
||
Accrued liabilities, current
|
$
|
3,282
|
|
|
$
|
3,288
|
|
Other long-term liabilities
|
3,830
|
|
|
4,744
|
|
||
Total liabilities of discontinued operations
|
$
|
7,112
|
|
|
$
|
8,032
|
|
|
At September 30,
2014 |
|
At September 30,
2013 |
||||
Compensation
|
$
|
57,860
|
|
|
$
|
44,771
|
|
Interest
|
3,400
|
|
|
20,616
|
|
||
Warranties and rebates
|
6,950
|
|
|
10,245
|
|
||
Insurance
|
9,010
|
|
|
7,678
|
|
||
Rent, utilities and freight
|
1,653
|
|
|
2,224
|
|
||
Income and other taxes
|
6,446
|
|
|
6,020
|
|
||
Royalties
|
347
|
|
|
343
|
|
||
Marketing and advertising
|
1,650
|
|
|
1,985
|
|
||
Restructuring
|
5,228
|
|
|
3,857
|
|
||
Other
|
8,748
|
|
|
9,004
|
|
||
Total
|
$
|
101,292
|
|
|
$
|
106,743
|
|
|
Workforce
Reduction
|
|
Facilities &
Exit Costs
|
|
Other Related
Costs
|
|
Non-cash
Facility and
Other
|
|
Total
|
||||||||||
Amounts incurred in the year ended:
|
|
|
|
|
|
|
|
|
|
||||||||||
September 30, 2012
|
$
|
4,204
|
|
|
$
|
379
|
|
|
$
|
106
|
|
|
$
|
—
|
|
|
$
|
4,689
|
|
September 30, 2013
|
5,649
|
|
|
1,668
|
|
|
1,629
|
|
|
4,316
|
|
|
13,262
|
|
|||||
September 30, 2014
|
5,382
|
|
|
548
|
|
|
206
|
|
|
—
|
|
|
6,136
|
|
|
Workforce
Reduction
|
|
Facilities &
Exit Costs
|
|
Other Related
Costs
|
|
Total
|
||||||||
Accrued liability at September 30, 2012
|
$
|
3,500
|
|
|
$
|
140
|
|
|
$
|
—
|
|
|
$
|
3,640
|
|
Charges
|
5,649
|
|
|
1,668
|
|
|
1,629
|
|
|
8,946
|
|
||||
Payments
|
(6,092
|
)
|
|
(1,415
|
)
|
|
(1,222
|
)
|
|
(8,729
|
)
|
||||
Accrued liability at September 30, 2013
|
$
|
3,057
|
|
|
$
|
393
|
|
|
$
|
407
|
|
|
$
|
3,857
|
|
Charges
|
5,382
|
|
|
548
|
|
|
206
|
|
|
6,136
|
|
||||
Payments
|
(3,211
|
)
|
|
(941
|
)
|
|
(613
|
)
|
|
(4,765
|
)
|
||||
Accrued liability at September 30, 2014
|
$
|
5,228
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,228
|
|
|
Years Ended September 30,
|
||||||
|
2014
|
|
2013
|
||||
Balance, beginning of period
|
$
|
6,649
|
|
|
$
|
8,856
|
|
Warranties issued and changes in estimated pre-existing warranties
|
2,379
|
|
|
2,331
|
|
||
Actual warranty costs incurred
|
(4,094
|
)
|
|
(4,538
|
)
|
||
Balance, end of period
|
$
|
4,934
|
|
|
$
|
6,649
|
|
|
At September 30,
2014 |
||
Total minimum lease payments
|
$
|
11,430
|
|
Less amount representing interest payments
|
(1,739
|
)
|
|
Present value of net minimum lease payments
|
9,691
|
|
|
Current portion
|
(1,446
|
)
|
|
Capitalized lease obligation, less current portion
|
$
|
8,245
|
|
|
|
|
At September 30, 2014
|
|||||||||||||||||
|
|
|
Outstanding
Balance
|
|
Original
Issuer
Discount
|
|
Balance
Sheet
|
|
Capitalized
Fees &
Expenses
|
|
Coupon
Interest Rate
|
|||||||||
Senior note due 2022
|
(a)
|
|
$
|
600,000
|
|
|
$
|
—
|
|
|
$
|
600,000
|
|
|
$
|
9,553
|
|
|
5.25
|
%
|
Revolver due 2019
|
(b)
|
|
25,000
|
|
|
—
|
|
|
25,000
|
|
|
2,009
|
|
|
n/a
|
|
||||
Convert. debt due 2017
|
(c)
|
|
100,000
|
|
|
(9,584
|
)
|
|
90,416
|
|
|
1,034
|
|
|
4.00
|
%
|
||||
Real estate mortgages
|
(d)
|
|
16,388
|
|
|
—
|
|
|
16,388
|
|
|
576
|
|
|
n/a
|
|
||||
ESOP Loans
|
(e)
|
|
38,946
|
|
|
—
|
|
|
38,946
|
|
|
262
|
|
|
n/a
|
|
||||
Capital lease - real estate
|
(f)
|
|
8,551
|
|
|
—
|
|
|
8,551
|
|
|
181
|
|
|
5.00
|
%
|
||||
Non U.S. lines of credit
|
(f)
|
|
3,306
|
|
|
—
|
|
|
3,306
|
|
|
—
|
|
|
n/a
|
|
||||
Non U.S. term loans
|
(g)
|
|
28,470
|
|
|
—
|
|
|
28,470
|
|
|
161
|
|
|
n/a
|
|
||||
Other long term debt
|
(g)
|
|
1,910
|
|
|
—
|
|
|
1,910
|
|
|
24
|
|
|
n/a
|
|
||||
Totals
|
|
|
822,571
|
|
|
(9,584
|
)
|
|
812,987
|
|
|
$
|
13,800
|
|
|
|
|
|||
less: Current portion
|
|
|
(7,886
|
)
|
|
—
|
|
|
(7,886
|
)
|
|
|
|
|
|
|
||||
Long-term debt
|
|
|
$
|
814,685
|
|
|
$
|
(9,584
|
)
|
|
$
|
805,101
|
|
|
|
|
|
|
|
|
|
|
At September 30, 2013
|
|||||||||||||||||
|
|
|
Outstanding
Balance
|
|
Original
Issuer
Discount
|
|
Balance
Sheet
|
|
Capitalized
Fees &
Expenses
|
|
Coupon
Interest Rate
|
|||||||||
Senior notes due 2018
|
(a)
|
|
$
|
550,000
|
|
|
$
|
—
|
|
|
$
|
550,000
|
|
|
$
|
7,328
|
|
|
7.10
|
%
|
Revolver due 2019
|
(a)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,425
|
|
|
n/a
|
|
||||
Convert. debt due 2017
|
(b)
|
|
100,000
|
|
|
(13,246
|
)
|
|
86,754
|
|
|
1,478
|
|
|
4.00
|
%
|
||||
Real estate mortgages
|
(c)
|
|
13,212
|
|
|
—
|
|
|
13,212
|
|
|
185
|
|
|
n/a
|
|
||||
ESOP Loans
|
(d)
|
|
21,098
|
|
|
—
|
|
|
21,098
|
|
|
24
|
|
|
n/a
|
|
||||
Capital lease - real estate
|
(e)
|
|
9,529
|
|
|
—
|
|
|
9,529
|
|
|
207
|
|
|
5.00
|
%
|
||||
Non U.S. lines of credit
|
(f)
|
|
4,606
|
|
|
—
|
|
|
4,606
|
|
|
—
|
|
|
n/a
|
|
||||
Non U.S. term loans
|
(f)
|
|
3,115
|
|
|
—
|
|
|
3,115
|
|
|
27
|
|
|
n/a
|
|
||||
Other long term debt
|
(g)
|
|
941
|
|
|
—
|
|
|
941
|
|
|
—
|
|
|
|
|
||||
Totals
|
|
|
702,501
|
|
|
(13,246
|
)
|
|
689,255
|
|
|
$
|
11,674
|
|
|
|
|
|||
less: Current portion
|
|
|
(10,768
|
)
|
|
—
|
|
|
(10,768
|
)
|
|
|
|
|
|
|
||||
Long-term debt
|
|
|
$
|
691,733
|
|
|
$
|
(13,246
|
)
|
|
$
|
678,487
|
|
|
|
|
|
|
|
|
|
|
Year Ended September 30, 2014
|
|||||||||||||||||
|
|
|
Effective
Interest Rate
|
|
Cash Interest
|
|
Amort. Debt
Discount
|
|
Amort.
Deferred Cost
& Other Fees
|
|
Total Interest
Expense
|
|||||||||
Senior notes due 2018
|
(a)
|
|
7.4
|
%
|
|
$
|
15,930
|
|
|
$
|
—
|
|
|
$
|
667
|
|
|
$
|
16,597
|
|
Senior notes due 2022
|
(a)
|
|
5.25
|
%
|
|
18,550
|
|
|
—
|
|
|
759
|
|
|
19,309
|
|
||||
Revolver due 2018
|
(a)
|
|
n/a
|
|
|
1,094
|
|
|
—
|
|
|
570
|
|
|
1,664
|
|
||||
Convert. debt due 2017
|
(b)
|
|
9.1
|
%
|
|
4,000
|
|
|
3,662
|
|
|
443
|
|
|
8,105
|
|
||||
Real estate mortgages
|
(c)
|
|
3.9
|
%
|
|
500
|
|
|
—
|
|
|
144
|
|
|
644
|
|
||||
ESOP Loans
|
(d)
|
|
2.8
|
%
|
|
747
|
|
|
—
|
|
|
54
|
|
|
801
|
|
||||
Capital lease - real estate
|
(e)
|
|
5.3
|
%
|
|
456
|
|
|
—
|
|
|
25
|
|
|
481
|
|
||||
Non U.S. lines of credit
|
(g)
|
|
n/a
|
|
|
919
|
|
|
—
|
|
|
27
|
|
|
946
|
|
||||
Non U.S. term loans
|
(g)
|
|
n/a
|
|
|
847
|
|
|
—
|
|
|
36
|
|
|
883
|
|
||||
Other long term debt
|
(h)
|
|
n/a
|
|
|
(13
|
)
|
|
—
|
|
|
40
|
|
|
27
|
|
||||
Capitalized interest
|
|
|
|
|
|
(1,010
|
)
|
|
—
|
|
|
—
|
|
|
(1,010
|
)
|
||||
Totals
|
|
|
|
|
|
$
|
42,020
|
|
|
$
|
3,662
|
|
|
$
|
2,765
|
|
|
$
|
48,447
|
|
|
|
|
Year Ended September 30, 2013
|
|||||||||||||||||
|
|
|
Effective
Interest Rate
|
|
Cash Interest
|
|
Amort. Debt
Discount
|
|
Amort.
Deferred Cost
& Other Fees
|
|
Total Interest
Expense
|
|||||||||
Senior notes due 2018
|
(a)
|
|
7.4
|
%
|
|
$
|
39,188
|
|
|
$
|
—
|
|
|
$
|
1,626
|
|
|
$
|
40,814
|
|
Revolver due 2016
|
(a)
|
|
n/a
|
|
|
785
|
|
|
—
|
|
|
582
|
|
|
1,367
|
|
||||
Convert. debt due 2017
|
(b)
|
|
9.1
|
%
|
|
4,000
|
|
|
3,361
|
|
|
443
|
|
|
7,804
|
|
||||
Real estate mortgages
|
(c)
|
|
4.9
|
%
|
|
538
|
|
|
—
|
|
|
86
|
|
|
624
|
|
||||
ESOP Loans
|
(d)
|
|
2.9
|
%
|
|
628
|
|
|
—
|
|
|
8
|
|
|
636
|
|
||||
Capital lease - real estate
|
(e)
|
|
5.3
|
%
|
|
504
|
|
|
—
|
|
|
25
|
|
|
529
|
|
||||
Term loan due 2013
|
(f)
|
|
3.9
|
%
|
|
271
|
|
|
—
|
|
|
87
|
|
|
358
|
|
||||
Revolver due 2013
|
(f)
|
|
0.5
|
%
|
|
68
|
|
|
—
|
|
|
—
|
|
|
68
|
|
||||
Non U.S. lines of credit
|
(g)
|
|
n/a
|
|
|
520
|
|
|
—
|
|
|
—
|
|
|
520
|
|
||||
Non U.S. term loans
|
(g)
|
|
n/a
|
|
|
216
|
|
|
—
|
|
|
14
|
|
|
230
|
|
||||
Other long term debt
|
(h)
|
|
|
|
553
|
|
|
—
|
|
|
—
|
|
|
553
|
|
|||||
Capitalized interest
|
|
|
|
|
|
(983
|
)
|
|
—
|
|
|
—
|
|
|
(983
|
)
|
||||
Totals
|
|
|
|
|
|
$
|
46,288
|
|
|
$
|
3,361
|
|
|
$
|
2,871
|
|
|
$
|
52,520
|
|
|
|
|
Year Ended September 30, 2012
|
|||||||||||||||||
|
|
|
Effective
Interest Rate
|
|
Cash Interest
|
|
Amort. Debt
Discount
|
|
Amort.
Deferred Cost
& Other Fees
|
|
Total Interest
Expense
|
|||||||||
Senior notes due 2018
|
(a)
|
|
7.4
|
%
|
|
$
|
39,188
|
|
|
$
|
—
|
|
|
$
|
1,623
|
|
|
$
|
40,811
|
|
Revolver due 2016
|
(a)
|
|
n/a
|
|
|
881
|
|
|
—
|
|
|
622
|
|
|
1,503
|
|
||||
Convert. debt due 2017
|
(b)
|
|
9.2
|
%
|
|
4,000
|
|
|
3,086
|
|
|
443
|
|
|
7,529
|
|
||||
Real estate mortgages
|
(c)
|
|
4.0
|
%
|
|
575
|
|
|
—
|
|
|
86
|
|
|
661
|
|
||||
ESOP Loans
|
(d)
|
|
3.0
|
%
|
|
707
|
|
|
—
|
|
|
6
|
|
|
713
|
|
||||
Capital lease - real estate
|
(e)
|
|
5.3
|
%
|
|
551
|
|
|
—
|
|
|
25
|
|
|
576
|
|
||||
Term loan due 2013
|
(f)
|
|
5
|
%
|
|
831
|
|
|
—
|
|
|
87
|
|
|
918
|
|
||||
Non U.S. lines of credit
|
(g)
|
|
n/a
|
|
|
228
|
|
|
—
|
|
|
—
|
|
|
228
|
|
||||
Non U.S. term loans
|
(g)
|
|
n/a
|
|
|
238
|
|
|
—
|
|
|
11
|
|
|
249
|
|
||||
Other long term debt
|
(h)
|
|
|
|
|
680
|
|
|
—
|
|
|
34
|
|
|
714
|
|
||||
Capitalized interest
|
|
|
|
|
|
(1,895
|
)
|
|
—
|
|
|
—
|
|
|
(1,895
|
)
|
||||
Totals
|
|
|
|
|
|
$
|
45,984
|
|
|
$
|
3,086
|
|
|
$
|
2,937
|
|
|
$
|
52,007
|
|
(a)
|
On February 27, 2014, in an unregistered offering through a private placement under Rule 144A, Griffon issued, at par,
$600,000
of
5.25%
Senior Notes due in
2022
(“Senior Notes”); interest is payable semi-annually on March 1 and September 1, starting September 1, 2014. Proceeds from the Senior Notes were used to redeem
$550,000
of
7.125%
senior notes due 2018, to pay a call and tender offer premium of
$31,530
and to make interest payments of
$16,716
, with the balance used to pay a portion of the related transaction fees and expenses. In connection with the issuance of the Senior Notes, all obligations under the
$550,000
of
7.125%
senior notes due in 2018 were discharged.
|
(b)
|
On December 21, 2009, Griffon issued
$100,000
principal of
4%
convertible subordinated notes due
2017
(the “2017 Notes”). The current conversion rate of the 2017 Notes is
68.4571
shares of Griffon’s common stock per
$1
principal amount of notes, corresponding to a conversion price of
$14.61
per share. When a cash dividend is declared that would result in an adjustment to the conversion ratio of less than
1%
, any adjustment to the conversion ratio is deferred until the first to occur of (i) actual conversion; (ii) the 42nd trading day prior to maturity of the notes; and (iii) such time as the cumulative adjustment equals or exceeds
1%
. As of
September 30, 2014
, aggregate dividends since the last conversion price adjustment of
$0.06
per share would have resulted in an adjustment to the conversion ratio of approximately
0.52%
. At both
September 30, 2014
and
2013
, the 2017 Notes had a capital in excess of par component, net of tax, of
$15,720
. The fair value of the 2017 Notes approximated
$110,188
on September 30, 2014 based upon quoted market prices (level 1 inputs).
|
(c)
|
On October 21, 2013, Griffon refinanced
two
real estate mortgages to secure loans totaling
$17,175
. The loans mature in
October 2018
, are collateralized by the related properties and are guaranteed by Griffon. The loans bear interest at a rate of LIBOR plus
2.75%
. At September 30, 2014,
$16,388
was outstanding.
|
(d)
|
In December 2013, Griffon’s Employee Stock Ownership Plan (“ESOP”) entered into an agreement that refinanced the
two
existing ESOP loans into
one
new Term Loan in the amount of
$21,098
(the "Agreement"). The Agreement also provided for a Line Note with
$10,000
available to purchase shares of Griffon common stock in the open market. In July 2014, Griffon's ESOP entered into an amendment of the existing Agreement which provided an additional
$10,000
Line Note available to purchase shares in the open market. During 2014, the Line Notes were combined with the Term Loan to form one new Term Loan. The Term Loan bears interest at LIBOR plus
2.38%
or the lender’s prime rate, at Griffon’s option. The Term Loan requires quarterly principal payments of
$506
, with a balloon payment of approximately
$30,137
due at maturity on December 31, 2018. During 2014,
1,591,117
shares of Griffon common stock, for a total of
$20,000
, or
$12.57
per share, were purchased with proceeds from the Line Notes. At
September 30, 2014
,
$38,946
was outstanding under the Term Loan. The Term Loan is secured by shares purchased with the proceeds of the loan and with a lien on a specific amount of Griffon assets (which lien ranks pari passu with the lien granted on such assets under the Credit Agreement) and is guaranteed by Griffon.
|
(e)
|
In October 2006, CBP entered into a capital lease totaling
$14,290
for real estate in Troy, Ohio. The lease matures in
2022
, bears interest at a fixed rate of
5.0%
, is secured by a mortgage on the real estate and is guaranteed by Griffon.
|
(f)
|
In November 2010, Clopay Europe GMBH (“Clopay Europe”) entered into a
€10,000
revolving credit facility and a
€20,000
term loan. The term loan was paid off in December 2013 and the revolver had
no
borrowings outstanding at September 30, 2014. The revolving facility matures in November 2014, but is renewable upon mutual agreement with the bank. The revolving credit facility accrues interest at EURIBOR plus
2.20%
per annum. Clopay Europe is required to maintain a certain minimum equity to assets ratio and keep leverage below a certain level, defined as the ratio of total debt to EBITDA.
|
(g)
|
In December 2013 and May 2014, Northcote Holdings Pty Ltd entered into
two
unsecured term loans in the outstanding amounts of AUD
$12,500
and AUD
$20,000
, respectively. The AUD
$12,500
term loan requires quarterly interest payments with principal due upon maturity in December 2016. The AUD
$20,000
term loan requires quarterly principal payments of
$625
beginning in August 2015 with a balloon payment due upon maturity in May 2017. The loans accrue interest at Bank Bill Swap Bid Rate “BBSY” plus
2.8%
per annum (
5.5%
at September 30, 2014 for each loan). As of September 30, 2014, Griffon had an outstanding combined balance of
$28,470
on the term loans.
|
(h)
|
At September 30, 2012, Griffon had
$532
of
4%
convertible subordinated notes due 2023 (“2023 Notes”) outstanding. On April 15, 2013, the 2023 Notes were redeemed at par plus accrued interest. Other long-term debt also includes capital leases.
|
|
Defined Benefits for the Years Ended
September 30,
|
|
Supplemental Benefits for the Years
Ended September 30,
|
||||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
Net periodic (benefits) costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Service cost
|
$
|
22
|
|
|
$
|
165
|
|
|
$
|
238
|
|
|
$
|
—
|
|
|
$
|
35
|
|
|
$
|
36
|
|
Interest cost
|
8,205
|
|
|
7,977
|
|
|
9,191
|
|
|
1,497
|
|
|
1,344
|
|
|
1,692
|
|
||||||
Expected return on plan assets
|
(11,309
|
)
|
|
(11,869
|
)
|
|
(11,896
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Recognition of settlement
|
—
|
|
|
2,142
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Prior service costs
|
1
|
|
|
6
|
|
|
6
|
|
|
14
|
|
|
14
|
|
|
171
|
|
||||||
Actuarial loss
|
885
|
|
|
1,795
|
|
|
1,735
|
|
|
1,034
|
|
|
1,288
|
|
|
1,137
|
|
||||||
Total net periodic (benefits) costs
|
$
|
(2,196
|
)
|
|
$
|
216
|
|
|
$
|
(726
|
)
|
|
$
|
2,545
|
|
|
$
|
2,681
|
|
|
$
|
3,036
|
|
|
Defined Benefits for the Years Ended
September 30,
|
|
Supplemental Benefits for the Years
Ended September 30,
|
||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||
Discount rate
|
4.49
|
%
|
|
3.67
|
%
|
|
4.44
|
%
|
|
4.09
|
%
|
|
3.40
|
%
|
|
4.30
|
%
|
Average wage increase
|
0.15
|
%
|
|
0.11
|
%
|
|
0.11
|
%
|
|
—
|
%
|
|
4.87
|
%
|
|
4.89
|
%
|
Expected return on assets
|
8.00
|
%
|
|
7.80
|
%
|
|
7.71
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Defined Benefits at
September 30,
|
|
Supplemental Benefits at
September 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Benefit obligation at beginning of fiscal year
|
$
|
195,961
|
|
|
$
|
232,939
|
|
|
$
|
38,674
|
|
|
$
|
41,473
|
|
Benefits earned during the year
|
22
|
|
|
165
|
|
|
—
|
|
|
35
|
|
||||
Interest cost
|
8,205
|
|
|
7,977
|
|
|
1,497
|
|
|
1,344
|
|
||||
Plan participant contributions
|
3
|
|
|
15
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(10,359
|
)
|
|
(10,632
|
)
|
|
(4,083
|
)
|
|
(4,051
|
)
|
||||
Benefits paid - settlement
|
—
|
|
|
(11,548
|
)
|
|
—
|
|
|
—
|
|
||||
Plan settlement
|
(9,780
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Effect of foreign currency
|
37
|
|
|
462
|
|
|
—
|
|
|
—
|
|
||||
Actuarial (gain) loss
|
10,238
|
|
|
(19,945
|
)
|
|
2,119
|
|
|
(127
|
)
|
||||
Actuarial gain - settlement
|
—
|
|
|
(3,472
|
)
|
|
—
|
|
|
—
|
|
||||
Benefit obligation at end of fiscal year
|
194,327
|
|
|
195,961
|
|
|
38,207
|
|
|
38,674
|
|
||||
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value of plan assets at beginning of fiscal year
|
153,731
|
|
|
160,823
|
|
|
—
|
|
|
—
|
|
||||
Actual return on plan assets
|
12,830
|
|
|
12,537
|
|
|
—
|
|
|
—
|
|
||||
Plan participant contributions
|
3
|
|
|
15
|
|
|
—
|
|
|
—
|
|
||||
Company contributions
|
7,433
|
|
|
2,203
|
|
|
4,083
|
|
|
4,051
|
|
||||
Effect of foreign currency
|
26
|
|
|
333
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(10,359
|
)
|
|
(10,632
|
)
|
|
(4,083
|
)
|
|
(4,051
|
)
|
||||
Benefits paid - settlement
|
—
|
|
|
(11,548
|
)
|
|
—
|
|
|
—
|
|
||||
Plan settlement
|
(8,698
|
)
|
|
—
|
|
|
|
|
|
||||||
Fair value of plan assets at end of fiscal year
|
154,966
|
|
|
153,731
|
|
|
—
|
|
|
—
|
|
||||
Projected benefit obligation in excess of plan assets
|
$
|
(39,361
|
)
|
|
$
|
(42,230
|
)
|
|
$
|
(38,207
|
)
|
|
$
|
(38,674
|
)
|
Amounts recognized in the statement of financial position consist of:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accrued liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(4,058
|
)
|
|
$
|
(4,031
|
)
|
Other liabilities (long-term)
|
(39,361
|
)
|
|
(42,230
|
)
|
|
(34,149
|
)
|
|
(34,643
|
)
|
||||
Total Liabilities
|
(39,361
|
)
|
|
(42,230
|
)
|
|
(38,207
|
)
|
|
(38,674
|
)
|
||||
Net actuarial losses
|
23,433
|
|
|
16,679
|
|
|
20,420
|
|
|
19,335
|
|
||||
Prior service cost
|
2
|
|
|
4
|
|
|
85
|
|
|
99
|
|
||||
Deferred taxes
|
(8,202
|
)
|
|
(5,839
|
)
|
|
(7,177
|
)
|
|
(6,802
|
)
|
||||
Total Accumulated other comprehensive loss, net of tax
|
15,233
|
|
|
10,844
|
|
|
13,328
|
|
|
12,632
|
|
||||
Net amount recognized at September 30,
|
$
|
(24,128
|
)
|
|
$
|
(31,386
|
)
|
|
$
|
(24,879
|
)
|
|
$
|
(26,042
|
)
|
Accumulated benefit obligations
|
$
|
194,327
|
|
|
$
|
195,590
|
|
|
$
|
38,207
|
|
|
$
|
38,674
|
|
Information for plans with accumulated benefit obligations in excess of plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
ABO
|
$
|
194,327
|
|
|
$
|
195,590
|
|
|
$
|
38,207
|
|
|
$
|
38,674
|
|
PBO
|
194,327
|
|
|
195,961
|
|
|
38,207
|
|
|
38,674
|
|
||||
Fair value of plan assets
|
154,966
|
|
|
153,731
|
|
|
—
|
|
|
—
|
|
|
Defined Benefits at
September 30,
|
|
Supplemental Benefits at
September 30,
|
||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Weighted average discount rate
|
3.98
|
%
|
|
4.49
|
%
|
|
3.60
|
%
|
|
4.09
|
%
|
Weighted average wage increase
|
—
|
%
|
|
0.15
|
%
|
|
—
|
%
|
|
—
|
%
|
For the years ending September 30,
|
Defined
Benefits
|
|
Supplemental Benefits
|
||||
2015
|
$
|
10,551
|
|
|
$
|
4,058
|
|
2016
|
10,734
|
|
|
4,000
|
|
||
2017
|
10,830
|
|
|
3,939
|
|
||
2018
|
10,964
|
|
|
3,564
|
|
||
2019
|
11,115
|
|
|
3,391
|
|
||
2020 through 2024
|
58,177
|
|
|
13,137
|
|
At September 30, 2014
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
Cash and equivalents
|
$
|
2,912
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,912
|
|
Short-term investment funds
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Government agency securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Debt instruments
|
29,447
|
|
|
—
|
|
|
—
|
|
|
29,447
|
|
||||
Equity securities
|
45,870
|
|
|
—
|
|
|
—
|
|
|
45,870
|
|
||||
Commingled funds
|
—
|
|
|
72,722
|
|
|
—
|
|
|
72,722
|
|
||||
Limited partnerships and hedge fund investments
|
—
|
|
|
4,015
|
|
|
—
|
|
|
4,015
|
|
||||
Total
|
$
|
78,229
|
|
|
$
|
76,737
|
|
|
$
|
—
|
|
|
$
|
154,966
|
|
At September 30, 2013
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
Cash and equivalents
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Short-term investment funds
|
—
|
|
|
2,948
|
|
|
—
|
|
|
2,948
|
|
||||
Government agency securities
|
3,006
|
|
|
—
|
|
|
—
|
|
|
3,006
|
|
||||
Debt instruments
|
30,856
|
|
|
—
|
|
|
—
|
|
|
30,856
|
|
||||
Equity securities
|
47,690
|
|
|
—
|
|
|
—
|
|
|
47,690
|
|
||||
Commingled funds
|
—
|
|
|
66,130
|
|
|
—
|
|
|
66,130
|
|
||||
Insurance contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Limited partnerships and hedge fund investments
|
—
|
|
|
3,101
|
|
|
—
|
|
|
3,101
|
|
||||
Total
|
$
|
81,552
|
|
|
$
|
72,179
|
|
|
$
|
—
|
|
|
$
|
153,731
|
|
|
At September 30,
|
||||
|
2014
|
|
2013
|
||
Allocated shares
|
2,406,941
|
|
|
2,309,812
|
|
Unallocated shares
|
3,281,095
|
|
|
1,934,338
|
|
|
5,688,036
|
|
|
4,244,150
|
|
|
For the Years Ended September 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Domestic
|
$
|
(14,682
|
)
|
|
$
|
16,083
|
|
|
$
|
27,910
|
|
Non-U.S.
|
8,966
|
|
|
(1,750
|
)
|
|
(5,969
|
)
|
|||
|
$
|
(5,716
|
)
|
|
$
|
14,333
|
|
|
$
|
21,941
|
|
|
For the Years Ended September 30,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
U.S. Federal income tax provision (benefit) rate
|
(35.0
|
)%
|
|
35.0
|
%
|
|
35.0
|
%
|
State and local taxes, net of Federal benefit
|
17.5
|
%
|
|
2.8
|
%
|
|
3.6
|
%
|
Non-U.S. taxes
|
(35.8
|
)%
|
|
5.3
|
%
|
|
7.0
|
%
|
Change in tax contingency reserves
|
(36.0
|
)%
|
|
(10.9
|
)%
|
|
(6.7
|
)%
|
Repatriation of foreign earnings
|
4.7
|
%
|
|
(8.3
|
)%
|
|
(12.3
|
)%
|
U.S. Valuation allowance
|
4.5
|
%
|
|
10.1
|
%
|
|
(2.4
|
)%
|
Non-deductible/non-taxable items, net
|
(3.4
|
)%
|
|
11.6
|
%
|
|
8.4
|
%
|
Research credits
|
(3.9
|
)%
|
|
(7.4
|
)%
|
|
(0.7
|
)%
|
Deferred tax impact of state rate change
|
(4.5
|
)%
|
|
15.0
|
%
|
|
(11.0
|
)%
|
Other
|
(5.0
|
)%
|
|
(0.6
|
)%
|
|
1.6
|
%
|
Effective tax provision (benefit) rate
|
(96.9
|
)%
|
|
52.6
|
%
|
|
22.5
|
%
|
|
At September 30,
|
||||||
|
2014
|
|
2013
|
||||
Deferred tax assets:
|
|
|
|
|
|
||
Bad debt reserves
|
$
|
2,639
|
|
|
$
|
2,202
|
|
Inventory reserves
|
7,578
|
|
|
9,295
|
|
||
Deferred compensation (equity compensation and defined benefit plans)
|
35,683
|
|
|
32,645
|
|
||
Compensation benefits
|
4,662
|
|
|
3,059
|
|
||
Insurance reserve
|
3,336
|
|
|
3,360
|
|
||
Restructuring reserve
|
911
|
|
|
699
|
|
||
Warranty reserve
|
2,286
|
|
|
3,320
|
|
||
Net operating loss
|
32,512
|
|
|
26,644
|
|
||
Tax credits
|
6,378
|
|
|
7,311
|
|
||
Other reserves and accruals
|
4,164
|
|
|
2,924
|
|
||
|
100,149
|
|
|
91,459
|
|
||
Valuation allowance
|
(15,649
|
)
|
|
(13,421
|
)
|
||
Total deferred tax assets
|
84,500
|
|
|
78,038
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
||
Deferred income
|
(11,091
|
)
|
|
(13,124
|
)
|
||
Goodwill and intangibles
|
(72,086
|
)
|
|
(70,216
|
)
|
||
Property, plant and equipment
|
(34,302
|
)
|
|
(36,469
|
)
|
||
Interest
|
(3,582
|
)
|
|
(5,154
|
)
|
||
Other
|
(927
|
)
|
|
(5,164
|
)
|
||
Total deferred tax liabilities
|
(121,988
|
)
|
|
(130,127
|
)
|
||
Net deferred tax liabilities
|
$
|
(37,488
|
)
|
|
$
|
(52,089
|
)
|
|
At September 30,
|
||||||
|
2014
|
|
2013
|
||||
Prepaid and other current assets
|
$
|
13,982
|
|
|
$
|
9,118
|
|
Other assets
|
872
|
|
|
3,205
|
|
||
Current liabilities
|
(2
|
)
|
|
—
|
|
||
Other liabilities
|
(53,798
|
)
|
|
(66,422
|
)
|
||
Assets of discontinued operations
|
1,458
|
|
|
2,010
|
|
||
Net deferred liability
|
$
|
(37,488
|
)
|
|
$
|
(52,089
|
)
|
Balance at September 30, 2012
|
$
|
11,876
|
|
Additions based on tax positions related to the current year
|
1,343
|
|
|
Additions based on tax positions related to prior years
|
111
|
|
|
Lapse of Statutes
|
(974
|
)
|
|
Settlements
|
(1,836
|
)
|
|
Balance at September 30, 2013
|
10,520
|
|
|
Additions based on tax positions related to the current year
|
848
|
|
|
Additions based on tax positions related to prior years
|
531
|
|
|
Reductions based on tax positions related to prior years
|
(2,549
|
)
|
|
Lapse of Statutes
|
(1,204
|
)
|
|
Settlements
|
(240
|
)
|
|
Balance at September 30, 2014
|
$
|
7,906
|
|
|
For the Years Ended September 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Pre-tax compensation expense
|
$
|
11,473
|
|
|
$
|
12,495
|
|
|
$
|
10,439
|
|
Tax benefit
|
(3,224
|
)
|
|
(3,068
|
)
|
|
(2,547
|
)
|
|||
Total stock-based compensation expense, net of tax
|
$
|
8,249
|
|
|
$
|
9,427
|
|
|
$
|
7,892
|
|
|
Options
|
||||||||||
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Contractual
Term (Years)
|
|
Aggregated
Intrinsic Value |
||||
Outstanding and Exercisable at September 30, 2013
|
714,235
|
|
|
20.15
|
|
|
|
|
|
|
|
Forfeited/Expired
|
(131,750
|
)
|
|
19.80
|
|
|
|
|
|
|
|
Outstanding and Exercisable at September 30, 2014
|
582,485
|
|
|
20.23
|
|
|
2.8
|
|
$
|
—
|
|
|
Shares
|
|
Weighted Average
Grant- Date Fair Value
|
||
Unvested at September 30, 2013
|
3,428,668
|
|
|
11.27
|
|
Granted
|
1,123,416
|
|
|
12.96
|
|
Vested
|
(1,111,385
|
)
|
|
11.79
|
|
Forfeited
|
(233,381
|
)
|
|
22.94
|
|
Unvested at September 30, 2014
|
3,207,318
|
|
|
11.63
|
|
|
2014
|
|
2013
|
|
2012
|
|||
Weighted average shares outstanding - basic
|
49,367
|
|
|
54,428
|
|
|
55,914
|
|
Incremental shares from stock based compensation
|
—
|
|
|
2,135
|
|
|
1,415
|
|
Weighted average shares outstanding - diluted
|
49,367
|
|
|
56,563
|
|
|
57,329
|
|
Anti-dilutive options excluded from diluted EPS computation
|
582
|
|
|
714
|
|
|
930
|
|
Anti-dilutive restricted stock excluded from diluted EPS computation
|
1,642
|
|
|
—
|
|
|
—
|
|
Quarter ended
|
Revenue
|
|
Gross Profit
|
|
Net Income
(loss)
|
|
Per Share -
Basic
|
|
Per Share -
Diluted
|
||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
December 31, 2012
|
$
|
453,458
|
|
|
$
|
105,503
|
|
|
$
|
3,236
|
|
|
$
|
0.06
|
|
|
$
|
0.06
|
|
March 31, 2013
|
507,687
|
|
|
109,987
|
|
|
(25,825
|
)
|
|
(0.53
|
)
|
|
(0.53
|
)
|
|||||
June 30, 2013
|
505,039
|
|
|
118,307
|
|
|
14,464
|
|
|
0.30
|
|
|
0.29
|
|
|||||
September 30, 2014
|
525,627
|
|
|
125,602
|
|
|
7,948
|
|
|
0.16
|
|
|
0.16
|
|
|||||
|
$
|
1,991,811
|
|
|
$
|
459,399
|
|
|
$
|
(177
|
)
|
|
$
|
0.00
|
|
|
$
|
0.00
|
|
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
December 31, 2011
|
$
|
423,749
|
|
|
$
|
97,670
|
|
|
$
|
558
|
|
|
$
|
0.01
|
|
|
$
|
0.01
|
|
March 31, 2012
|
488,743
|
|
|
105,497
|
|
|
(819
|
)
|
|
(0.02
|
)
|
|
(0.02
|
)
|
|||||
June 30, 2012
|
509,826
|
|
|
108,311
|
|
|
3,603
|
|
|
0.07
|
|
|
0.06
|
|
|||||
September 30, 2013
|
449,009
|
|
|
106,107
|
|
|
425
|
|
|
0.01
|
|
|
0.01
|
|
|||||
|
$
|
1,871,327
|
|
|
$
|
417,585
|
|
|
$
|
3,767
|
|
|
$
|
0.07
|
|
|
$
|
0.07
|
|
•
|
Earnings (loss) per share are computed independently for each quarter and year presented; as such the sum of the quarters may not be equal to the full year amounts.
|
•
|
2014 Net loss, and the related per share earnings, included, net of tax, restructuring and other related charges of
$522
,
$429
,
$222
and
$2,631
for the first, second, third and fourth quarters, respectively, and
$3,804
for the year; and acquisition related costs of
$495
,
$992
and
$473
for the first, third and fourth quarters, respectively, and
$1,960
for the year; and a loss on debt extinguishment of
$24,964
, net of tax for the second quarter and for the year.
|
•
|
2013
Net income, and the related per share earnings, included, net of tax, restructuring and other related charges of
$721
,
$5,788
,
$994
and
$763
for the first, second, third and fourth quarters, respectively, and
$8,266
for the year; and loss on pension settlement of
$1,392
for the first quarter and for the year.
|
•
|
HBP is a leading manufacturer and marketer of residential, commercial and industrial garage doors to professional installing dealers and major home center retail chains, as well as a global provider of non-powered landscaping products that make work easier for homeowners and professionals.
|
•
|
Telephonics develops, designs and manufactures high-technology integrated information, communication and sensor system solutions to military and commercial markets worldwide.
|
•
|
Plastics is an international leader in the development and production of embossed, laminated and printed specialty plastic films used in a variety of hygienic, health-care and industrial applications.
|
|
For the Years Ended September 30,
|
||||||||||
REVENUE
|
2014
|
|
2013
|
|
2012
|
||||||
Home & Building Products:
|
|
|
|
|
|
|
|
|
|||
AMES
|
$
|
503,687
|
|
|
$
|
419,549
|
|
|
$
|
433,866
|
|
CBP
|
475,756
|
|
|
435,416
|
|
|
422,674
|
|
|||
Home & Building Products
|
979,443
|
|
|
854,965
|
|
|
856,540
|
|
|||
Telephonics
|
419,005
|
|
|
453,351
|
|
|
441,503
|
|
|||
Plastics
|
593,363
|
|
|
563,011
|
|
|
563,102
|
|
|||
Total consolidated net sales
|
$
|
1,991,811
|
|
|
$
|
1,871,327
|
|
|
$
|
1,861,145
|
|
|
For the Years Ended September 30,
|
||||||||||
INCOME (LOSS) BEFORE TAXES
|
2014
|
|
2013
|
|
2012
|
||||||
Segment operating profit:
|
|
|
|
|
|
||||||
Home & Building Products
|
$
|
40,538
|
|
|
$
|
26,130
|
|
|
$
|
37,082
|
|
Telephonics
|
45,293
|
|
|
55,076
|
|
|
49,232
|
|
|||
Plastics
|
28,881
|
|
|
16,589
|
|
|
13,688
|
|
|||
Total segment operating profit
|
114,712
|
|
|
97,795
|
|
|
100,002
|
|
|||
Net interest expense
|
(48,144
|
)
|
|
(52,167
|
)
|
|
(51,715
|
)
|
|||
Unallocated amounts
|
(33,394
|
)
|
|
(29,153
|
)
|
|
(26,346
|
)
|
|||
Loss from debt extinguishment
|
(38,890
|
)
|
|
—
|
|
|
—
|
|
|||
Loss on pension settlement
|
—
|
|
|
(2,142
|
)
|
|
—
|
|
|||
Income (loss) before taxes from continuing operations
|
$
|
(5,716
|
)
|
|
$
|
14,333
|
|
|
$
|
21,941
|
|
|
For the Years Ended September 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Segment adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|||
Home & Building Products
|
$
|
77,171
|
|
|
$
|
70,064
|
|
|
$
|
70,467
|
|
Telephonics
|
57,525
|
|
|
63,199
|
|
|
60,565
|
|
|||
Plastics
|
56,291
|
|
|
48,100
|
|
|
40,000
|
|
|||
Total Segment adjusted EBITDA
|
190,987
|
|
|
181,363
|
|
|
171,032
|
|
|||
Net interest expense
|
(48,144
|
)
|
|
(52,167
|
)
|
|
(51,715
|
)
|
|||
Segment depreciation and amortization
|
(66,978
|
)
|
|
(70,306
|
)
|
|
(65,864
|
)
|
|||
Unallocated amounts
|
(33,394
|
)
|
|
(29,153
|
)
|
|
(26,346
|
)
|
|||
Loss from debt extinguishment
|
(38,890
|
)
|
|
—
|
|
|
—
|
|
|||
Restructuring charges
|
(6,136
|
)
|
|
(13,262
|
)
|
|
(4,689
|
)
|
|||
Acquisition costs
|
(3,161
|
)
|
|
—
|
|
|
(477
|
)
|
|||
Loss on pension settlement
|
—
|
|
|
(2,142
|
)
|
|
—
|
|
|||
Income (loss) before taxes from continuing operations
|
$
|
(5,716
|
)
|
|
$
|
14,333
|
|
|
$
|
21,941
|
|
|
For the Years Ended September 30,
|
||||||||||
DEPRECIATION and AMORTIZATION
|
2014
|
|
2013
|
|
2012
|
||||||
Segment:
|
|
|
|
|
|
||||||
Home & Building Products
|
31,580
|
|
|
$
|
36,195
|
|
|
$
|
32,034
|
|
|
Telephonics
|
7,988
|
|
|
7,373
|
|
|
7,518
|
|
|||
Plastics
|
27,410
|
|
|
26,738
|
|
|
26,312
|
|
|||
Total segment depreciation and amortization
|
66,978
|
|
|
70,306
|
|
|
65,864
|
|
|||
Corporate
|
418
|
|
|
442
|
|
|
400
|
|
|||
Total consolidated depreciation and amortization
|
67,396
|
|
|
$
|
70,748
|
|
|
$
|
66,264
|
|
|
|
|
|
|
|
|
||||||
CAPITAL EXPENDITURES
|
|
|
|
|
|
|
|
|
|||
Segment:
|
|
|
|
|
|
|
|
|
|||
Home & Building Products
|
$
|
33,779
|
|
|
$
|
30,695
|
|
|
$
|
24,648
|
|
Telephonics
|
20,963
|
|
|
11,112
|
|
|
11,979
|
|
|||
Plastics
|
21,032
|
|
|
22,509
|
|
|
32,069
|
|
|||
Total segment
|
75,774
|
|
|
64,316
|
|
|
68,696
|
|
|||
Corporate
|
1,320
|
|
|
125
|
|
|
155
|
|
|||
Total consolidated capital expenditures
|
$
|
77,094
|
|
|
$
|
64,441
|
|
|
$
|
68,851
|
|
ASSETS
|
At September 30, 2014
|
|
At September 30, 2013
|
|
At September 30, 2012
|
||||||
Segment assets:
|
|
|
|
|
|
|
|
|
|||
Home & Building Products
|
$
|
1,030,005
|
|
|
$
|
897,215
|
|
|
$
|
940,495
|
|
Telephonics
|
319,327
|
|
|
296,919
|
|
|
255,420
|
|
|||
Plastics
|
389,464
|
|
|
422,730
|
|
|
430,395
|
|
|||
Total segment assets
|
1,738,796
|
|
|
1,616,864
|
|
|
1,626,310
|
|
|||
Corporate
|
77,814
|
|
|
156,455
|
|
|
173,088
|
|
|||
Total continuing assets
|
1,816,610
|
|
|
1,773,319
|
|
|
1,799,398
|
|
|||
Assets of discontinued operations
|
3,751
|
|
|
4,289
|
|
|
3,523
|
|
|||
Consolidated total
|
$
|
1,820,361
|
|
|
$
|
1,777,608
|
|
|
$
|
1,802,921
|
|
|
For the Years Ended September 30,
|
||||||||||
REVENUE BY GEOGRAPHIC AREA - DESTINATION
|
2014
|
|
2013
|
|
2012
|
||||||
United States
|
$
|
1,386,575
|
|
|
$
|
1,319,740
|
|
|
$
|
1,317,911
|
|
Europe
|
254,460
|
|
|
255,733
|
|
|
255,323
|
|
|||
Canada
|
134,637
|
|
|
114,984
|
|
|
120,457
|
|
|||
South America
|
105,691
|
|
|
103,840
|
|
|
93,243
|
|
|||
All other countries
|
110,448
|
|
|
77,030
|
|
|
74,211
|
|
|||
Consolidated revenue
|
$
|
1,991,811
|
|
|
$
|
1,871,327
|
|
|
$
|
1,861,145
|
|
|
|
|
|
|
|
||||||
|
For the Years Ended September 30,
|
||||||||||
LONG-LIVED ASSETS BY GEOGRAPHIC AREA
|
2014
|
|
2013
|
|
2012
|
||||||
United States
|
$
|
439,737
|
|
|
$
|
421,604
|
|
|
$
|
422,647
|
|
Germany
|
74,457
|
|
|
82,314
|
|
|
84,480
|
|
|||
Canada
|
42,374
|
|
|
46,792
|
|
|
50,894
|
|
|||
All other countries
|
47,620
|
|
|
24,274
|
|
|
29,331
|
|
|||
Consolidated property, plant and equipment, net
|
$
|
604,188
|
|
|
$
|
574,984
|
|
|
$
|
587,352
|
|
|
|||||||||||||||||||||||||||||
|
Years Ended September 30,
|
||||||||||||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||||||||||||||||||||
|
Pre-tax
|
Tax
|
Net of tax
|
|
Pre-tax
|
Tax
|
Net of tax
|
|
Pre-tax
|
Tax
|
Net of tax
|
||||||||||||||||||
Foreign currency translation adjustments
|
$
|
(23,933
|
)
|
$
|
—
|
|
$
|
(23,933
|
)
|
|
$
|
(3,090
|
)
|
$
|
—
|
|
$
|
(3,090
|
)
|
|
$
|
(6,754
|
)
|
$
|
—
|
|
$
|
(6,754
|
)
|
Pension and other defined benefit plans
|
(6,061
|
)
|
2,147
|
|
(3,914
|
)
|
|
32,431
|
|
(13,121
|
)
|
19,310
|
|
|
(7,817
|
)
|
2,736
|
|
(5,081
|
)
|
|||||||||
Cash flow hedge
|
386
|
|
(134
|
)
|
252
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Available-for-sale securities
|
1,370
|
|
(500
|
)
|
870
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Total other comprehensive income (loss)
|
$
|
(28,238
|
)
|
$
|
1,513
|
|
$
|
(26,725
|
)
|
|
$
|
29,341
|
|
$
|
(13,121
|
)
|
$
|
16,220
|
|
|
$
|
(14,571
|
)
|
$
|
2,736
|
|
$
|
(11,835
|
)
|
|
At September 30,
|
||||||
|
2014
|
|
2013
|
||||
Foreign currency translation adjustments
|
$
|
(3,820
|
)
|
|
$
|
20,113
|
|
Pension and other defined benefit plans
|
(27,366
|
)
|
|
(23,452
|
)
|
||
Cash flow hedge
|
252
|
|
|
—
|
|
||
Available-for-sale securities
|
870
|
|
|
—
|
|
||
|
$
|
(30,064
|
)
|
|
$
|
(3,339
|
)
|
|
For the Years Ended September 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net income (loss)
|
$
|
(177
|
)
|
|
$
|
3,767
|
|
|
$
|
17,011
|
|
Other comprehensive income (loss), net of taxes
|
(26,725
|
)
|
|
16,220
|
|
|
(11,835
|
)
|
|||
Comprehensive income (loss)
|
$
|
(26,902
|
)
|
|
$
|
19,987
|
|
|
$
|
5,176
|
|
|
For the Years Ended September 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Pension amortization
|
$
|
1,934
|
|
|
$
|
3,103
|
|
|
$
|
3,049
|
|
Pension settlement
|
—
|
|
|
2,142
|
|
|
—
|
|
|||
Total before tax
|
1,934
|
|
|
5,245
|
|
|
3,049
|
|
|||
Tax
|
(677
|
)
|
|
(1,540
|
)
|
|
(1,067
|
)
|
|||
Net of tax
|
$
|
1,257
|
|
|
$
|
3,705
|
|
|
$
|
1,982
|
|
|
Parent
Company
|
|
Guarantor
Companies
|
|
Non-Guarantor
Companies
|
|
Elimination
|
|
Consolidation
|
||||||||||
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and equivalents
|
$
|
6,813
|
|
|
$
|
31,522
|
|
|
$
|
54,070
|
|
|
$
|
—
|
|
|
$
|
92,405
|
|
Accounts receivable, net of allowances
|
—
|
|
|
213,922
|
|
|
77,218
|
|
|
(32,704
|
)
|
|
258,436
|
|
|||||
Contract costs and recognized income not yet billed, net of progress payments
|
—
|
|
|
109,804
|
|
|
126
|
|
|
—
|
|
|
109,930
|
|
|||||
Inventories, net
|
—
|
|
|
219,326
|
|
|
70,537
|
|
|
272
|
|
|
290,135
|
|
|||||
Prepaid and other current assets
|
4,366
|
|
|
26,319
|
|
|
17,101
|
|
|
14,783
|
|
|
62,569
|
|
|||||
Assets of discontinued operations
|
—
|
|
|
—
|
|
|
1,624
|
|
|
—
|
|
|
1,624
|
|
|||||
Total Current Assets
|
11,179
|
|
|
600,893
|
|
|
220,676
|
|
|
(17,649
|
)
|
|
815,099
|
|
|||||
PROPERTY, PLANT AND EQUIPMENT, net
|
1,327
|
|
|
270,519
|
|
|
98,643
|
|
|
76
|
|
|
370,565
|
|
|||||
GOODWILL
|
—
|
|
|
284,875
|
|
|
86,971
|
|
|
—
|
|
|
371,846
|
|
|||||
INTANGIBLE ASSETS, net
|
—
|
|
|
156,772
|
|
|
76,851
|
|
|
—
|
|
|
233,623
|
|
|||||
INTERCOMPANY RECEIVABLE
|
540,080
|
|
|
892,433
|
|
|
213,733
|
|
|
(1,646,246
|
)
|
|
—
|
|
|||||
EQUITY INVESTMENTS IN SUBSIDIARIES
|
780,600
|
|
|
662,403
|
|
|
1,782,406
|
|
|
(3,225,409
|
)
|
|
—
|
|
|||||
OTHER ASSETS
|
41,680
|
|
|
53,896
|
|
|
6,739
|
|
|
(75,213
|
)
|
|
27,102
|
|
|||||
ASSETS OF DISCONTINUED OPERATIONS
|
—
|
|
|
—
|
|
|
2,126
|
|
|
—
|
|
|
2,126
|
|
|||||
Total Assets
|
$
|
1,374,866
|
|
|
$
|
2,921,791
|
|
|
$
|
2,488,145
|
|
|
$
|
(4,964,441
|
)
|
|
$
|
1,820,361
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Notes payable and current portion of long-term debt
|
$
|
2,202
|
|
|
$
|
1,144
|
|
|
$
|
4,540
|
|
|
$
|
—
|
|
|
$
|
7,886
|
|
Accounts payable and accrued liabilities
|
25,703
|
|
|
227,419
|
|
|
87,684
|
|
|
(20,811
|
)
|
|
319,995
|
|
|||||
Liabilities of discontinued operations
|
—
|
|
|
—
|
|
|
3,282
|
|
|
—
|
|
|
3,282
|
|
|||||
Total Current Liabilities
|
27,905
|
|
|
228,563
|
|
|
95,506
|
|
|
(20,811
|
)
|
|
331,163
|
|
|||||
LONG-TERM DEBT, net of debt discounts
|
752,160
|
|
|
7,806
|
|
|
45,135
|
|
|
—
|
|
|
805,101
|
|
|||||
INTERCOMPANY PAYABLES
|
21,573
|
|
|
815,094
|
|
|
762,192
|
|
|
(1,598,859
|
)
|
|
—
|
|
|||||
OTHER LIABILITIES
|
41,201
|
|
|
151,674
|
|
|
26,949
|
|
|
(71,584
|
)
|
|
148,240
|
|
|||||
LIABILITIES OF DISCONTINUED OPERATIONS
|
—
|
|
|
—
|
|
|
3,830
|
|
|
—
|
|
|
3,830
|
|
|||||
Total Liabilities
|
842,839
|
|
|
1,203,137
|
|
|
933,612
|
|
|
(1,691,254
|
)
|
|
1,288,334
|
|
|||||
SHAREHOLDERS’ EQUITY
|
532,027
|
|
|
1,718,654
|
|
|
1,554,533
|
|
|
(3,273,187
|
)
|
|
532,027
|
|
|||||
Total Liabilities and Shareholders’ Equity
|
$
|
1,374,866
|
|
|
$
|
2,921,791
|
|
|
$
|
2,488,145
|
|
|
$
|
(4,964,441
|
)
|
|
$
|
1,820,361
|
|
|
Parent Company
|
|
Guarantor Companies
|
|
Non-Guarantor Companies
|
|
Elimination
|
|
Consolidation
|
||||||||||
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and equivalents
|
$
|
68,994
|
|
|
$
|
25,343
|
|
|
$
|
83,793
|
|
|
$
|
—
|
|
|
$
|
178,130
|
|
Accounts receivable, net of allowances
|
—
|
|
|
213,506
|
|
|
76,241
|
|
|
(33,532
|
)
|
|
256,215
|
|
|||||
Contract costs and recognized income not yet billed, net of progress payments
|
—
|
|
|
109,683
|
|
|
145
|
|
|
—
|
|
|
109,828
|
|
|||||
Inventories, net
|
—
|
|
|
173,406
|
|
|
56,723
|
|
|
(9
|
)
|
|
230,120
|
|
|||||
Prepaid and other current assets
|
(712
|
)
|
|
13,954
|
|
|
17,330
|
|
|
10,431
|
|
|
41,003
|
|
|||||
Assets of discontinued operations
|
—
|
|
|
—
|
|
|
1,214
|
|
|
—
|
|
|
1,214
|
|
|||||
Total Current Assets
|
68,282
|
|
|
535,892
|
|
|
235,446
|
|
|
(23,110
|
)
|
|
816,510
|
|
|||||
PROPERTY, PLANT AND EQUIPMENT, net
|
972
|
|
|
248,973
|
|
|
103,648
|
|
|
—
|
|
|
353,593
|
|
|||||
GOODWILL
|
—
|
|
|
284,875
|
|
|
69,584
|
|
|
—
|
|
|
354,459
|
|
|||||
INTANGIBLE ASSETS, net
|
—
|
|
|
160,349
|
|
|
61,042
|
|
|
—
|
|
|
221,391
|
|
|||||
INTERCOMPANY RECEIVABLE
|
547,903
|
|
|
911,632
|
|
|
573,269
|
|
|
(2,032,804
|
)
|
|
—
|
|
|||||
EQUITY INVESTMENTS IN SUBSIDIARIES
|
772,374
|
|
|
533,742
|
|
|
2,718,956
|
|
|
(4,025,072
|
)
|
|
—
|
|
|||||
OTHER ASSETS
|
45,968
|
|
|
50,423
|
|
|
7,423
|
|
|
(75,234
|
)
|
|
28,580
|
|
|||||
ASSETS OF DISCONTINUED OPERATIONS
|
—
|
|
|
—
|
|
|
3,075
|
|
|
—
|
|
|
3,075
|
|
|||||
Total Assets
|
$
|
1,435,499
|
|
|
$
|
2,725,886
|
|
|
$
|
3,772,443
|
|
|
$
|
(6,156,220
|
)
|
|
$
|
1,777,608
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Notes payable and current portion of long-term debt
|
$
|
1,000
|
|
|
$
|
1,079
|
|
|
$
|
8,689
|
|
|
$
|
—
|
|
|
$
|
10,768
|
|
Accounts payable and accrued liabilities
|
41,121
|
|
|
183,665
|
|
|
70,427
|
|
|
(24,860
|
)
|
|
270,353
|
|
|||||
Liabilities of discontinued operations
|
—
|
|
|
—
|
|
|
3,288
|
|
|
—
|
|
|
3,288
|
|
|||||
Total Current Liabilities
|
42,121
|
|
|
184,744
|
|
|
82,404
|
|
|
(24,860
|
)
|
|
284,409
|
|
|||||
LONG-TERM DEBT, net of debt discounts
|
656,852
|
|
|
9,006
|
|
|
12,629
|
|
|
—
|
|
|
678,487
|
|
|||||
INTERCOMPANY PAYABLES
|
20,607
|
|
|
796,741
|
|
|
1,188,017
|
|
|
(2,005,365
|
)
|
|
—
|
|
|||||
OTHER LIABILITIES
|
65,455
|
|
|
142,799
|
|
|
25,578
|
|
|
(74,328
|
)
|
|
159,504
|
|
|||||
LIABILITIES OF DISCONTINUED OPERATIONS
|
—
|
|
|
—
|
|
|
4,744
|
|
|
—
|
|
|
4,744
|
|
|||||
Total Liabilities
|
785,035
|
|
|
1,133,290
|
|
|
1,313,372
|
|
|
(2,104,553
|
)
|
|
1,127,144
|
|
|||||
SHAREHOLDERS’ EQUITY
|
650,464
|
|
|
1,592,596
|
|
|
2,459,071
|
|
|
(4,051,667
|
)
|
|
650,464
|
|
|||||
Total Liabilities and Shareholders’ Equity
|
$
|
1,435,499
|
|
|
$
|
2,725,886
|
|
|
$
|
3,772,443
|
|
|
$
|
(6,156,220
|
)
|
|
$
|
1,777,608
|
|
|
Parent Company
|
|
Guarantor Companies
|
|
Non-Guarantor Companies
|
|
Elimination
|
|
Consolidation
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
1,526,678
|
|
|
$
|
519,349
|
|
|
$
|
(54,216
|
)
|
|
$
|
1,991,811
|
|
Cost of goods and services
|
—
|
|
|
1,156,268
|
|
|
424,568
|
|
|
(48,424
|
)
|
|
1,532,412
|
|
|||||
Gross profit
|
—
|
|
|
370,410
|
|
|
94,781
|
|
|
(5,792
|
)
|
|
459,399
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling, general and administrative expenses
|
24,248
|
|
|
281,930
|
|
|
75,551
|
|
|
(6,466
|
)
|
|
375,099
|
|
|||||
Restructuring and other related charges
|
—
|
|
|
4,234
|
|
|
1,902
|
|
|
—
|
|
|
6,136
|
|
|||||
Total operating expenses
|
24,248
|
|
|
286,164
|
|
|
77,453
|
|
|
(6,466
|
)
|
|
381,235
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from operations
|
(24,084
|
)
|
|
84,246
|
|
|
17,328
|
|
|
674
|
|
|
78,164
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest income (expense), net
|
(10,079
|
)
|
|
(28,630
|
)
|
|
(9,435
|
)
|
|
—
|
|
|
(48,144
|
)
|
|||||
Extinguishment of debt
|
(38,890
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38,890
|
)
|
|||||
Other, net
|
111
|
|
|
7,945
|
|
|
(4,228
|
)
|
|
(674
|
)
|
|
3,154
|
|
|||||
Total other income (expense)
|
(48,858
|
)
|
|
(20,685
|
)
|
|
(13,663
|
)
|
|
(674
|
)
|
|
(83,880
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) before taxes
|
(72,942
|
)
|
|
63,561
|
|
|
3,665
|
|
|
—
|
|
|
(5,716
|
)
|
|||||
Provision (benefit) for income taxes
|
(32,044
|
)
|
|
26,480
|
|
|
25
|
|
|
—
|
|
|
(5,539
|
)
|
|||||
Income (loss) before equity in net income of subsidiaries
|
(40,898
|
)
|
|
37,081
|
|
|
3,640
|
|
|
—
|
|
|
(177
|
)
|
|||||
Equity in net income (loss) of subsidiaries
|
40,721
|
|
|
3,531
|
|
|
37,081
|
|
|
(81,333
|
)
|
|
—
|
|
|||||
Income (loss) from continuing operations
|
$
|
(177
|
)
|
|
$
|
40,612
|
|
|
$
|
40,721
|
|
|
$
|
(81,333
|
)
|
|
$
|
(177
|
)
|
Loss from operations of discontinued businesses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Benefit from income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Loss from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income (loss)
|
$
|
(177
|
)
|
|
$
|
40,612
|
|
|
$
|
40,721
|
|
|
$
|
(81,333
|
)
|
|
$
|
(177
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income (loss)
|
$
|
372
|
|
|
$
|
28,355
|
|
|
$
|
25,704
|
|
|
$
|
(81,333
|
)
|
|
$
|
(26,902
|
)
|
|
Parent Company
|
|
Guarantor Companies
|
|
Non-Guarantor Companies
|
|
Elimination
|
|
Consolidation
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
1,459,705
|
|
|
$
|
463,767
|
|
|
$
|
(52,145
|
)
|
|
$
|
1,871,327
|
|
Cost of goods and services
|
—
|
|
|
1,107,440
|
|
|
392,588
|
|
|
(46,286
|
)
|
|
1,453,742
|
|
|||||
Gross profit
|
—
|
|
|
352,265
|
|
|
71,179
|
|
|
(5,859
|
)
|
|
417,585
|
|
|||||
Selling, general and administrative expenses
|
24,248
|
|
|
269,654
|
|
|
52,819
|
|
|
(6,252
|
)
|
|
340,469
|
|
|||||
Restructuring and other related charges
|
—
|
|
|
9,236
|
|
|
4,026
|
|
|
—
|
|
|
13,262
|
|
|||||
Total operating expenses
|
24,248
|
|
|
278,890
|
|
|
56,845
|
|
|
(6,252
|
)
|
|
353,731
|
|
|||||
Income (loss) from operations
|
(24,248
|
)
|
|
73,375
|
|
|
14,334
|
|
|
393
|
|
|
63,854
|
|
|||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest income (expense), net
|
(14,381
|
)
|
|
(27,660
|
)
|
|
(10,126
|
)
|
|
—
|
|
|
(52,167
|
)
|
|||||
Other, net
|
569
|
|
|
9,656
|
|
|
(7,233
|
)
|
|
(346
|
)
|
|
2,646
|
|
|||||
Total other income (expense)
|
(13,812
|
)
|
|
(18,004
|
)
|
|
(17,359
|
)
|
|
(346
|
)
|
|
(49,521
|
)
|
|||||
Income (loss) before taxes
|
(38,060
|
)
|
|
55,371
|
|
|
(3,025
|
)
|
|
47
|
|
|
14,333
|
|
|||||
Provision (benefit) for income taxes
|
(14,888
|
)
|
|
20,603
|
|
|
1,781
|
|
|
47
|
|
|
7,543
|
|
|||||
Income (loss) before equity in net income of subsidiaries
|
(23,172
|
)
|
|
34,768
|
|
|
(4,806
|
)
|
|
—
|
|
|
6,790
|
|
|||||
Equity in net income (loss) of subsidiaries
|
26,939
|
|
|
(1,467
|
)
|
|
34,768
|
|
|
(60,240
|
)
|
|
—
|
|
|||||
Income (loss) from continuing operations
|
3,767
|
|
|
33,301
|
|
|
29,962
|
|
|
(60,240
|
)
|
|
6,790
|
|
|||||
Loss from operations of discontinued businesses
|
—
|
|
|
—
|
|
|
(4,651
|
)
|
|
—
|
|
|
(4,651
|
)
|
|||||
Benefit from income taxes
|
—
|
|
|
—
|
|
|
1,628
|
|
|
—
|
|
|
1,628
|
|
|||||
Loss from discontinued operations
|
—
|
|
|
—
|
|
|
(3,023
|
)
|
|
—
|
|
|
(3,023
|
)
|
|||||
Net Income (loss)
|
$
|
3,767
|
|
|
$
|
33,301
|
|
|
$
|
26,939
|
|
|
$
|
(60,240
|
)
|
|
$
|
3,767
|
|
Comprehensive income (loss)
|
$
|
4,653
|
|
|
$
|
10,903
|
|
|
$
|
64,671
|
|
|
$
|
(60,240
|
)
|
|
$
|
19,987
|
|
|
Parent Company
|
|
Guarantor Companies
|
|
Non-Guarantor Companies
|
|
Elimination
|
|
Consolidation
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
1,414,910
|
|
|
$
|
499,860
|
|
|
$
|
(53,625
|
)
|
|
$
|
1,861,145
|
|
Cost of goods and services
|
—
|
|
|
1,060,183
|
|
|
428,760
|
|
|
(46,603
|
)
|
|
1,442,340
|
|
|||||
Gross profit
|
—
|
|
|
354,727
|
|
|
71,100
|
|
|
(7,022
|
)
|
|
418,805
|
|
|||||
Selling, general and administrative expenses
|
18,982
|
|
|
267,677
|
|
|
62,564
|
|
|
(7,527
|
)
|
|
341,696
|
|
|||||
Restructuring and other related charges
|
—
|
|
|
4,674
|
|
|
15
|
|
|
—
|
|
|
4,689
|
|
|||||
Total operating expenses
|
18,982
|
|
|
272,351
|
|
|
62,579
|
|
|
(7,527
|
)
|
|
346,385
|
|
|||||
Income (loss) from operations
|
(18,982
|
)
|
|
82,376
|
|
|
8,521
|
|
|
505
|
|
|
72,420
|
|
|||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest income (expense), net
|
(14,541
|
)
|
|
(25,183
|
)
|
|
(11,991
|
)
|
|
—
|
|
|
(51,715
|
)
|
|||||
Other, net
|
13
|
|
|
9,484
|
|
|
(7,756
|
)
|
|
(505
|
)
|
|
1,236
|
|
|||||
Total other income (expense)
|
(14,528
|
)
|
|
(15,699
|
)
|
|
(19,747
|
)
|
|
(505
|
)
|
|
(50,479
|
)
|
|||||
Income (loss) before taxes
|
(33,510
|
)
|
|
66,677
|
|
|
(11,226
|
)
|
|
—
|
|
|
21,941
|
|
|||||
Provision (benefit) for income taxes
|
(20,363
|
)
|
|
25,366
|
|
|
(73
|
)
|
|
—
|
|
|
4,930
|
|
|||||
Income (loss) before equity in net income of subsidiaries
|
(13,147
|
)
|
|
41,311
|
|
|
(11,153
|
)
|
|
—
|
|
|
17,011
|
|
|||||
Equity in net income (loss) of subsidiaries
|
30,158
|
|
|
(11,007
|
)
|
|
41,311
|
|
|
(60,462
|
)
|
|
—
|
|
|||||
Net income (loss)
|
$
|
17,011
|
|
|
$
|
30,304
|
|
|
$
|
30,158
|
|
|
$
|
(60,462
|
)
|
|
$
|
17,011
|
|
Comprehensive income (loss)
|
$
|
16,392
|
|
|
$
|
50,081
|
|
|
$
|
(835
|
)
|
|
$
|
(60,462
|
)
|
|
$
|
5,176
|
|
|
Parent Company
|
|
Guarantor Companies
|
|
Non-Guarantor Companies
|
|
Elimination
|
|
Consolidation
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income (loss)
|
$
|
(177
|
)
|
|
$
|
40,612
|
|
|
$
|
40,721
|
|
|
$
|
(81,333
|
)
|
|
$
|
(177
|
)
|
Net cash provided by operating activities
|
(3,902
|
)
|
|
17,168
|
|
|
80,035
|
|
|
—
|
|
|
93,301
|
|
|||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Acquisition of property, plant and equipment
|
(700
|
)
|
|
(64,320
|
)
|
|
(12,074
|
)
|
|
—
|
|
|
(77,094
|
)
|
|||||
Acquired business, net of cash acquired
|
—
|
|
|
2,675
|
|
|
(64,981
|
)
|
|
—
|
|
|
(62,306
|
)
|
|||||
Intercompany distributions
|
10,000
|
|
|
(10,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase of securities
|
(8,402
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,402
|
)
|
|||||
Proceeds from sale of property, plant and equipment
|
—
|
|
|
360
|
|
|
192
|
|
|
—
|
|
|
552
|
|
|||||
Net cash used in investing activities
|
898
|
|
|
(71,285
|
)
|
|
(76,863
|
)
|
|
—
|
|
|
(147,250
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from issuance of common stock
|
584
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
584
|
|
|||||
Purchase of shares for treasury
|
(79,614
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(79,614
|
)
|
|||||
Proceeds from issuance of long-term debt
|
659,568
|
|
|
(102
|
)
|
|
32,477
|
|
|
—
|
|
|
691,943
|
|
|||||
Payments of long-term debt
|
(598,250
|
)
|
|
(1,135
|
)
|
|
(3,709
|
)
|
|
—
|
|
|
(603,094
|
)
|
|||||
Change in short-term borrowings
|
—
|
|
|
—
|
|
|
(749
|
)
|
|
—
|
|
|
(749
|
)
|
|||||
Financing costs
|
(10,763
|
)
|
|
—
|
|
|
(535
|
)
|
|
—
|
|
|
(11,298
|
)
|
|||||
Purchase of ESOP shares
|
(20,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,000
|
)
|
|||||
Tax effect from exercise/vesting of equity awards, net
|
273
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
273
|
|
|||||
Dividend
|
(11,273
|
)
|
|
5,000
|
|
|
—
|
|
|
—
|
|
|
(6,273
|
)
|
|||||
Other, net
|
298
|
|
|
56,533
|
|
|
(56,533
|
)
|
|
—
|
|
|
298
|
|
|||||
Net cash used in financing activities
|
(59,177
|
)
|
|
60,296
|
|
|
(29,049
|
)
|
|
—
|
|
|
(27,930
|
)
|
|||||
CASH FLOWS FROM DISCONTINUED OPERATIONS:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash used in discontinued operations
|
—
|
|
|
—
|
|
|
(1,528
|
)
|
|
—
|
|
|
(1,528
|
)
|
|||||
Effect of exchange rate changes on cash and equivalents
|
—
|
|
|
—
|
|
|
(2,318
|
)
|
|
—
|
|
|
(2,318
|
)
|
|||||
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS
|
(62,181
|
)
|
|
6,179
|
|
|
(29,723
|
)
|
|
—
|
|
|
(85,725
|
)
|
|||||
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD
|
68,994
|
|
|
25,343
|
|
|
83,793
|
|
|
—
|
|
|
178,130
|
|
|||||
CASH AND EQUIVALENTS AT END OF PERIOD
|
$
|
6,813
|
|
|
$
|
31,522
|
|
|
$
|
54,070
|
|
|
$
|
—
|
|
|
$
|
92,405
|
|
|
Parent Company
|
|
Guarantor Companies
|
|
Non-Guarantor Companies
|
|
Elimination
|
|
Consolidation
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income (loss)
|
$
|
3,767
|
|
|
$
|
33,301
|
|
|
$
|
26,939
|
|
|
$
|
(60,240
|
)
|
|
$
|
3,767
|
|
Net cash provided by (used in) operating activities
|
(25,184
|
)
|
|
83,177
|
|
|
27,690
|
|
|
—
|
|
|
85,683
|
|
|||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Acquisition of property, plant and equipment
|
(123
|
)
|
|
(56,617
|
)
|
|
(7,701
|
)
|
|
—
|
|
|
(64,441
|
)
|
|||||
Intercompany distributions
|
10,000
|
|
|
(10,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Proceeds from sale of property, plant and equipment
|
—
|
|
|
1,404
|
|
|
169
|
|
|
—
|
|
|
1,573
|
|
|||||
Net cash provided by (used in) investing activities
|
9,877
|
|
|
(65,213
|
)
|
|
(7,532
|
)
|
|
—
|
|
|
(62,868
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Purchase of shares for treasury
|
(32,521
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,521
|
)
|
|||||
Proceeds from issuance of long-term debt
|
—
|
|
|
303
|
|
|
—
|
|
|
—
|
|
|
303
|
|
|||||
Payments of long-term debt
|
(2,157
|
)
|
|
(1,032
|
)
|
|
(13,678
|
)
|
|
—
|
|
|
(16,867
|
)
|
|||||
Change in short-term borrowings
|
—
|
|
|
—
|
|
|
2,950
|
|
|
—
|
|
|
2,950
|
|
|||||
Financing costs
|
(833
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(833
|
)
|
|||||
Tax effect from exercise/vesting of equity awards, net
|
150
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
150
|
|
|||||
Dividend
|
(5,825
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,825
|
)
|
|||||
Other, net
|
394
|
|
|
(26,674
|
)
|
|
26,674
|
|
|
—
|
|
|
394
|
|
|||||
Net cash provided by (used in) financing activities
|
(40,792
|
)
|
|
(27,403
|
)
|
|
15,946
|
|
|
—
|
|
|
(52,249
|
)
|
|||||
CASH FLOWS FROM DISCONTINUED OPERATIONS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net cash used in discontinued operations
|
—
|
|
|
—
|
|
|
(2,090
|
)
|
|
—
|
|
|
(2,090
|
)
|
|||||
Effect of exchange rate changes on cash and equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
NET DECREASE IN CASH AND EQUIVALENTS
|
(56,099
|
)
|
|
(9,439
|
)
|
|
34,014
|
|
|
—
|
|
|
(31,524
|
)
|
|||||
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD
|
125,093
|
|
|
34,782
|
|
|
49,779
|
|
|
—
|
|
|
209,654
|
|
|||||
CASH AND EQUIVALENTS AT END OF PERIOD
|
$
|
68,994
|
|
|
$
|
25,343
|
|
|
$
|
83,793
|
|
|
$
|
—
|
|
|
$
|
178,130
|
|
|
Parent Company
|
|
Guarantor Companies
|
|
Non-Guarantor Companies
|
|
Elimination
|
|
Consolidation
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income (loss)
|
$
|
17,011
|
|
|
$
|
30,304
|
|
|
$
|
30,158
|
|
|
$
|
(60,462
|
)
|
|
$
|
17,011
|
|
Net cash provided by (used in) operating activities
|
(24,315
|
)
|
|
93,349
|
|
|
21,096
|
|
|
—
|
|
|
90,130
|
|
|||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Acquisition of property, plant and equipment
|
(155
|
)
|
|
(63,388
|
)
|
|
(5,308
|
)
|
|
—
|
|
|
(68,851
|
)
|
|||||
Acquired business, net of cash acquired
|
—
|
|
|
(22,432
|
)
|
|
—
|
|
|
—
|
|
|
(22,432
|
)
|
|||||
Intercompany distributions
|
10,000
|
|
|
(10,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Proceeds from sale of property, plant and equipment
|
—
|
|
|
200
|
|
|
109
|
|
|
—
|
|
|
309
|
|
|||||
Net cash provided by (used in) investing activities
|
9,845
|
|
|
(95,620
|
)
|
|
(5,199
|
)
|
|
—
|
|
|
(90,974
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Purchase of shares for treasury
|
(10,382
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,382
|
)
|
|||||
Proceeds from issuance of long-term debt
|
(23,000
|
)
|
|
491,372
|
|
|
27,000
|
|
|
(491,372
|
)
|
|
4,000
|
|
|||||
Payments of long-term debt
|
(1,625
|
)
|
|
(4,351
|
)
|
|
(12,570
|
)
|
|
—
|
|
|
(18,546
|
)
|
|||||
Change in short-term borrowings
|
—
|
|
|
—
|
|
|
(1,859
|
)
|
|
—
|
|
|
(1,859
|
)
|
|||||
Financing costs
|
(65
|
)
|
|
—
|
|
|
(32
|
)
|
|
—
|
|
|
(97
|
)
|
|||||
Tax effect from exercise/vesting of equity awards, net
|
834
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
834
|
|
|||||
Dividend
|
(4,743
|
)
|
|
(219,516
|
)
|
|
219,516
|
|
|
—
|
|
|
(4,743
|
)
|
|||||
Other, net
|
96
|
|
|
(245,616
|
)
|
|
(245,752
|
)
|
|
491,372
|
|
|
100
|
|
|||||
Net cash provided by (used in) financing activities
|
(38,885
|
)
|
|
21,889
|
|
|
(13,697
|
)
|
|
—
|
|
|
(30,693
|
)
|
|||||
CASH FLOWS FROM DISCONTINUED OPERATIONS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net cash used in discontinued operations
|
—
|
|
|
—
|
|
|
(2,801
|
)
|
|
—
|
|
|
(2,801
|
)
|
|||||
Effect of exchange rate changes on cash and equivalents
|
—
|
|
|
—
|
|
|
963
|
|
|
—
|
|
|
963
|
|
|||||
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS
|
(53,355
|
)
|
|
19,618
|
|
|
362
|
|
|
—
|
|
|
(33,375
|
)
|
|||||
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD
|
178,448
|
|
|
15,164
|
|
|
49,417
|
|
|
—
|
|
|
243,029
|
|
|||||
CASH AND EQUIVALENTS AT END OF PERIOD
|
$
|
125,093
|
|
|
$
|
34,782
|
|
|
$
|
49,779
|
|
|
$
|
—
|
|
|
$
|
209,654
|
|
(i)
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of Griffon’s assets;
|
(ii)
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that Griffon’s receipts and expenditures are being made only in accordance with authorizations of Griffon’s management and directors; and
|
(iii)
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Griffon’s assets that could have a material effect on the financial statements.
|
|
(a)
|
|
(b)
|
|
(c)
|
||||
Plan Category
|
Number of
securities to be
issued upon
exercise of
outstanding options,
warrants and rights
|
|
Weighted-
average exercise
price of
outstanding
options, warrants
and rights
|
|
Number of securities
remaining available for
future issuance under
equity plans (excluding
securities reflected in
column (a))
|
||||
Equity compensation plans approved by security
holders (1)
|
579,285
|
|
|
$
|
20.20
|
|
|
984,297
|
|
|
|
|
|
|
|
||||
Equity compensation plans not approved by security holders (2)
|
3,600
|
|
|
$
|
26.06
|
|
|
|
|
(1)
|
Excludes restricted shares issued in connection with Griffon’s equity compensation plans. The total reflected in Column (c) includes shares available for grant as any equity award under the Incentive Plan.
|
(2)
|
Griffon’s 1998 Employee and Director Stock Option Plan is the only equity plan which was not approved by Griffon’s stockholders. No new grants have been made under The Employee and Director Stock Option Plan since February 2008.
|
(a)
|
|
(1)
|
|
Financial Statements
– Covered by Report of Independent Registered Public Accounting Firm
|
|
|
(A)
|
|
Consolidated Balance Sheets at September 30, 2014 and 2013
|
|
|
(B)
|
|
Consolidated Statements of Operations and Comprehensive Income (Loss) for the Fiscal Years Ended September 30, 2014, 2013 and 2012
|
|
|
(C)
|
|
Consolidated Statements of Cash Flows for the Fiscal Years Ended September 30, 2014, 2013 and 2012
|
|
|
(D)
|
|
Consolidated Statements of Shareholders’ Equity for the Fiscal Years Ended September 30, 2014, 2013 and 2012
|
|
|
(E)
|
|
Notes to the Consolidated Financial Statements
|
|
|
(2)
|
|
Financial Statement Schedule
– Covered by Report of Independent Registered Public Accounting Firm
|
|
|
|
|
Schedule II – Valuation and Qualifying Accounts
|
|
|
|
|
All other schedules are not required and have been omitted.
|
|
|
(3)
|
|
Exhibits – see (b) below
|
Exhibit
No.
|
|
|
3.1
|
|
Restated Certificate of Incorporation (Exhibit 3.1 of Annual Report on Form 10-K for the year ended September 30, 1995 (Commission File No. 1-06620) and Exhibit 3.1 of Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 (Commission File No. 1-06620)).
|
3.2
|
|
Amended and Restated By-laws (Exhibit 3.1 of Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 (Commission File No. 1-06620)).
|
4.1
|
|
Specimen Certificate for Shares of Common Stock of Registrant (Exhibit 4.3 of Registration Statement on Form S-3 Registration Statement No. 333-109171).
|
4.2
|
|
Indenture, dated December 21, 2009, between Griffon Corporation and American Stock Transfer & Trust Company, LLC (Exhibit 4.1 to Current Report on Form 8-K filed December 21, 2009 (Commission File No. 1-06620)).
|
4.3
|
|
Indenture, dated as of March 17, 2011, by and among Griffon Corporation, the guarantors party thereto and Wells Fargo Bank, National Association, as Trustee (Exhibit 4.1 to the Current Report on Form 8-K filed March 18, 2011 (Commission File No. 1-06620)).
|
4.4
|
|
Supplemental Indenture, dated as of February 27, 2014, between Griffon Corporation and Wells Fargo Bank, National Association, as Trustee (Exhibit 4.3 to Current Report on Form 8-K dated February 27, 2014 (Commission File No. 1-06620))
|
4.5
|
|
Indenture, dated as of February 27, 2014, among Griffon Corporation, the Guarantors named on the signature pages thereto and Wells Fargo Bank, National Association, as Trustee (Exhibit 4.1 to Current Report on Form 8-K dated February 27, 2014 (Commission File No. 1-06620))
|
4.6
|
|
Registration Rights Agreement, dated as of February 27, 2014, by and among Griffon Corporation, the Guarantors party thereto and Deutsche Bank Securities Inc., as the Representative of the several Initial Purchasers (Exhibit 4.2 to Current Report on Form 8-K dated February 27, 2014 (Commission File No. 1-06620))
|
10.1**
|
|
Employment Agreement dated as of July 1, 2001 between the Registrant and Harvey R. Blau (Exhibit 10.1 of Current Report on Form 8-K filed May 18, 2001 (Commission File No. 1-06620)).
|
10.2**
|
|
Employment Agreement dated as of July 1, 2001 between the Registrant and Robert Balemian (Exhibit 10.2 of Current Report on Form 8-K file May 18, 2001 (Commission File No. 1-06620)).
|
10.3
|
|
Form of Trust Agreement between the Registrant and Wachovia Bank, National Association, as Trustee, dated October 2, 2006, relating to Griffon’s Employee Stock Ownership Plan (Exhibit 10.3 to Annual Report on Form 10-K for the year ended September 30, 2006 (Commission File No. 1-06620)).
|
10.4**
|
|
Non-Qualified Stock Option Plan (Exhibit 10.12 of Annual Report on Form 10-K for the year ended September 30, 1998 (Commission File No. 1-06620)).
|
10.5
|
|
Form of Indemnification Agreement between the Registrant and its officers and directors (Exhibit 10.2 of Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 (Commission File No. 1-06620)).
|
10.6**
|
|
1997 Stock Option Plan (Exhibit 4.2 of Form S-8 Registration Statement No. 333-21503 (Commission File No. 1-06620)).
|
10.7**
|
|
2001 Stock Option Plan (Exhibit 4.1 of Form S-8 Registration Statement No. 333-67760).
|
10.8**
|
|
1998 Employee and Director Stock Option Plan, as amended (Exhibit 4.1 of Form S-8 Registration Statement No. 333-102742).
|
10.9**
|
|
Amendment to Employment Agreement between the Registrant and Harvey R. Blau dated August 8, 2003 (Exhibit 10.1 of Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 (Commission File No. 1-06620)).
|
10.10**
|
|
Non-Qualified Stock Option Agreement (Exhibit 4.1 of Form S-8 Registration Statement No. 333-131737).
|
10.11**
|
|
Griffon Corporation 2006 Equity Incentive Plan, as amended (Exhibit 10.1 of Quarterly Report on Form 10-Q for the period ended December 31, 2008 (Commission File No. 1-06620)).
|
10.12**
|
|
Amendment No. 2 to Employment Agreement, dated July 18, 2006 between the Registrant and Harvey R. Blau (Exhibit 10.1 to Current Report on Form 8-K filed July 21, 2006 (Commission File No. 1-06620)).
|
10.13**
|
|
Supplemental Executive Retirement Plan as amended through July 18, 2006 (Exhibit 10.3 to Current Report on Form 8-K filed July 21, 2006 (Commission File No. 1-06620)).
|
10.14**
|
|
Form of Restricted Stock Award Agreement under the Griffon Corporation 2006 Equity Incentive Plan (Exhibit 10.3 to Current Report on Form 8-K/A filed July 31, 2006 (Commission File No. 1-06620)).
|
10.15**
|
|
Amendment No. 3 to Employment Agreement, dated August 3, 2007, between the Registrant and Harvey R. Blau (Exhibit 10.1 to Current Report on Form 8-K filed August 6, 2007 (Commission File No. 1-06620)).
|
10.16**
|
|
Amendment No. 1 to the Amended and Restated Supplemental Executive Retirement Plan dated August 3, 2007 (Exhibit 10.3 to the Current Report on Form 8-K filed August 6, 2007 (Commission File No. 1-06620)).
|
10.17**
|
|
Employment Agreement, dated March 16, 2008, between the Registrant and Ronald J. Kramer. (Exhibit 10.1 to the Current Report on Form 8-K filed March 20, 2008 (Commission File No. 1-06620)).
|
Exhibit
No.
|
|
|
10.18**
|
|
Employment Agreement dated August 6, 2009, between the Registrant and Douglas J. Wetmore (Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 (Commission File No. 1-06620)).
|
10.19**
|
|
Offer Letter Agreement, dated April 27, 2010 between the Company and Seth L. Kaplan (Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 (Commission File No. 1-06620)).
|
10.20**
|
|
Severance Agreement, dated April 27, 2010 between the Company and Seth L. Kaplan (Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 (Commission File No. 1-06620)).
|
10.21**
|
|
Letter Agreement, dated February 3, 2011, between Griffon Corporation and Harvey R. Blau (Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 (Commission File No. 1-06620)).
|
10.22**
|
|
Griffon Corporation Director Compensation Program, dated January 30, 2013 (Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 (Commission File No. 1-06620)).
|
10.23**
|
|
Griffon Corporation 2011 Equity Incentive Plan (Exhibit 99.1 to the Current Report on Form 8-K filed February 9, 2011 (Commission File No. 1-06620)).
|
10.24**
|
|
Griffon Corporation 2011 Equity Incentive Plan, amended as of January 30, 2013 (Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 (Commission File No. 1-06620)).
|
10.25**
|
|
Form of Award Agreement for Share Award under Griffon Corporation 2011 Equity Incentive Plan (Exhibit 99.2 to the Current Report on Form 8-K filed February 9, 2011 (Commission File No. 1-06620)).
|
10.26**
|
|
Griffon Corporation 2011 Performance Bonus Plan (Exhibit 99.3 to the Current Report on Form 8-K filed February 9, 2011 (Commission File No. 1-06620)).
|
10.27**
|
|
Amendment No.1 to Employment Agreement made as of February 3, 2011 by and between Griffon Corporation and Ronald J. Kramer (Exhibit 99.4 to the Current Report on Form 8-K filed February 9, 2011 (Commission File No. 1-06620)).
|
10.28**
|
|
Letter agreement, dated March 8, 2013, among Griffon Corporation, J.P. Morgan Securities LLC and JPMorgan Chase Bank, N.A. (Exhibit 10.3 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 (Commission File No. 1-06620)).
|
10.29
|
|
Amended and Restated Credit Agreement, dated as of March 28, 2013, by and among Griffon Corporation, JPMorgan Chase Bank, N.A., as administrative agent, Deutsche Bank Securities Inc., as syndication agent, Wells Fargo Bank, National Association, HSBC Bank USA, N.A and RBS Citizens, N.A., as co-documentation agents, and the other lenders party thereto (Exhibit 99.1 to the Current Report on Form 8-K filed April 1, 2013 (Commission File No. 1-06620)).
|
10.30
|
|
First Amendment to Amended and Restated Credit Agreement, dated as of June 11, 2013, to that certain Amended and Restated Credit Agreement, dated as of March 28, 2013, among Griffon Corporation, Deutsche Bank Securities Inc., as syndication agent, Wells Fargo Bank, National Association, HSBC Bank USA, N.A and RBS Citizens, N.A., as co-documentation agents, and JPMorgan Chase Bank, N.A., as administrative agent (Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 (Commission File No. 1-06620)).
|
10.31
|
|
Guarantee and Collateral Agreement, dated as of March 18, 2011, by Griffon Corporation and certain of its subsidiaries in favor of JPMorgan Chase Bank, N.A., as administrative agent (Exhibit 99.3 to the Current Report on Form 8-K filed March 18, 2011 (Commission File No. 1-06620)).
|
10.32
|
|
Amendment, dated as of March 28, 2013, to Guarantee and Collateral Agreement, dated as of March 18, 2011, by Griffon Corporation and certain of its subsidiaries in favor of JPMorgan Chase Bank, N.A., as administrative agent (Exhibit 99.2 to the Current Report on Form 8-K filed April 1, 2013 (Commission File No. 1-06620)).
|
10.33**
|
|
Amended and Restated Restricted Share Award letter made as of January 10, 2012 by and between Griffon Corporation and Ronald J. Kramer (Exhibit 99.1 to Current Report on Form 8-K filed January 10, 2012 (Commission File No. 1-06620)).
|
10.34**
|
|
Amended and Restated Restricted Share Award letter made as of January 10, 2012 by and between Griffon Corporation and Douglas J. Wetmore (Exhibit 99.2 to Current Report on Form 8-K filed January 10, 2012 (Commission File No. 1-06620)).
|
10.35**
|
|
Employment Agreement, dated December 7, 2012, by and between Griffon Corporation and Robert F. Mehmel (Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended December 31, 2012 (Commission File No. 1-06620)).
|
10.36**
|
|
Restricted Share Award letter made as of December 10, 2012, by and between Griffon Corporation and Robert F. Mehmel (Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended December 31, 2012 (Commission File No. 1-06620)).
|
10.37**
|
|
Consulting Agreement, dated December 11, 2012, by and between Griffon Corporation and Patrick L. Alesia (Exhibit 10.3 to the Quarterly Report on Form 10-Q for the quarter ended December 31, 2012 (Commission File No. 1-06620)).
|
Exhibit
No.
|
|
|
10.38**
|
|
Griffon Corporation 2011 Equity Incentive Plan, as amended and restated through January 30, 2014 (Exhibit A to the Registrant’s Proxy Statement relating to the 2014 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on December 20, 2013).
|
10.39**
|
|
Amendment No. 2 to Employment Agreement made as of December 12, 2013 by and between Griffon Corporation and Ronald J. Kramer (Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended December 31, 2013 (Commission File No. 1-06620))
|
10.40
|
|
Purchase Agreement, dated as of February 12, 2014, by and among Griffon Corporation, the Guarantors named therein and Deutsche Bank Securities Inc., as Representative of the several Initial Purchasers named therein (Exhibit 99.1 to Current Report on Form 8-K dated February 12, 2014 (Commission File No. 1-06620))
|
10.41
|
|
Fourth Amendment to Amended and Restated Credit Agreement, dated as of February 14, 2014, to that certain Amended and Restated Credit Agreement, dated as of March 28, 2013 among Griffon Corporation, JPMorgan Chase Bank, N.A., as administrative agent, Deutsche Bank Securities Inc., as syndication agent, Wells Fargo Bank, National Association, HSBC Bank USA, N.A. and RBS Citizens, N.A., as co-documentation agents, and the other lenders thereto (Exhibit 99.1 to Current Report on Form 8-K dated February 14, 2014 (Commission File No. 1-06620))
|
10.42**
|
|
Griffon Corporation Director Compensation Program, dated May 1, 2014 (Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 (Commission File No. 1-06620))
|
10.43*
|
|
Purchase Agreement, dated as of November 13, 2013, by and between G.S. Direct, L.L.C. and Griffon Corporation.
|
10.44*
|
|
Letter agreement, dated November 12, 2014, by and between G.S. Direct, L.L.C and Griffon Corporation, amending that certain Purchase Agreement, dated as of November 13, 2013, by and between G.S. Direct, L.L.C. and Griffon Corporation.
|
14.1
|
|
Code of Ethics for the Chairman and Chief Executive Officer and Senior Financial Officers (Exhibit 14.1 to Current Report on Form 8-K dated February 9, 2011).
|
14.2
|
|
Code of Business Conduct and Ethics (Exhibit 14.2 to Current Report on Form 8-K dated February 9, 2011).
|
21*
|
|
Subsidiaries of the Registrant
|
23*
|
|
Consent of Grant Thornton LLP
|
31.1*
|
|
Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act
|
31.2*
|
|
Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act
|
32*
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 18 USC Section 1350.
|
|
|
|
101.INS
|
|
XBRL Instance Document***
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document***
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Document***
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definitions Document***
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Labels Document***
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Document***
|
_______________________
|
|
*
|
Filed herewith. All other exhibits are incorporated herein by reference to the exhibit indicated in the parenthetical references.
|
**
|
Indicates a management contract or compensatory plan or arrangement.
|
***
|
In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Annual Report on Form 10-K shall be deemed to be “furnished” and not “filed.”
|
|
Griffon Corporation
|
|
|
By:
|
/s/ Ronald J. Kramer
|
|
|
Ronald J. Kramer,
|
|
|
Chief Executive Officer
|
/s/ Harvey R. Blau
|
|
Chairman of the Board
|
Harvey R. Blau
|
|
|
/s/ Ronald J. Kramer
|
|
Chief Executive Officer
|
Ronald J. Kramer
|
|
(Principal Executive Officer)
|
/s/ Douglas J. Wetmore
|
|
Executive Vice President and Chief Financial Officer
|
Douglas J. Wetmore
|
|
(Principal Financial Officer)
|
/s/ Brian G. Harris
|
|
Vice President, Controller and Chief Accounting
|
Brian G. Harris
|
|
Officer (Principal Accounting Officer)
|
/s/ Henry A. Alpert
|
|
Director
|
Henry A. Alpert
|
|
|
/s/ Blaine V. Fogg
|
|
Director
|
Blaine V. Fogg
|
|
|
/s/ Bradley J. Gross
|
|
Director
|
Bradley J. Gross
|
|
|
/s/ Robert G. Harrison
|
|
Director
|
Robert G. Harrison
|
|
|
/s/ Donald J. Kutyna
|
|
Director
|
Donald J. Kutyna
|
|
|
/s/ Victor Eugene Renuart
|
|
Director
|
Victor Eugene Renuart
|
|
|
/s/ Kevin F. Sullivan
|
|
Director
|
Kevin F. Sullivan
|
|
|
/s/ Martin S. Sussman
|
|
Director
|
Martin S. Sussman
|
|
|
/s/ William H. Waldorf
|
|
Director
|
William H. Waldorf
|
|
|
/s/ Joseph J. Whalen
|
|
Director
|
Joseph J. Whalen
|
|
|
Name of Subsidiary
|
|
Jurisdiction of Incorporation
|
|
|
|
Clopay Corporation
|
|
Delaware
|
Clopay Ames True Temper LLC
|
|
Delaware
|
Clopay Ames True Temper Holding Co.
|
|
Delaware
|
Clopay Plastic Products Co., Inc.
|
|
Delaware
|
Clopay Building Products Co., Inc.
|
|
Delaware
|
Clopay Europe GmbH
|
|
Germany
|
Clopay Dombuhl GmbH
|
|
Germany
|
Clopay Aschersleben GmbH
|
|
Germany
|
Clopay Advanced Printing Aschersleben GmbH
|
|
Germany
|
Clopay Holding Company do Brasil Ltda.
|
|
Brazil
|
Clopay Acquisition Company do Brasil Ltda.
|
|
Brazil
|
Clopay do Brasil Ltda.
|
|
Brazil
|
Clopay Acquisition Corporation
|
|
Delaware
|
CHATT Holding, Inc.
|
|
Delaware
|
ATT Holding Company
|
|
Delaware
|
The AMES Companies, Inc.
|
|
Delaware
|
Garant GP
|
|
Canada
|
Gritel Holding Company, Inc.
|
|
Delaware
|
Telephonics Corporation
|
|
Delaware
|
1.
|
I have reviewed this annual report on Form 10-K of Griffon Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
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/s/ RONALD J. KRAMER
|
|
Ronald J. Kramer
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
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1.
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I have reviewed this annual report on Form 10-K of Griffon Corporation;
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2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ DOUGLAS J. WETMORE
|
|
Douglas J. Wetmore
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Griffon.
|
/s/ RONALD J. KRAMER
|
|
Name:
|
Ronald J. Kramer
|
Title:
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
Date:
|
November 12, 2014
|
/S/ DOUGLAS J. WETMORE
|
|
Name:
|
Douglas J. Wetmore
|
Title:
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
Date:
|
November 12, 2014
|