ý
|
QUARTERLY 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
|
|
(I.R.S. Employer
|
incorporation or organization)
|
|
Identification No.)
|
|
|
|
712 Fifth Ave, 18
th
Floor, New York, New York
|
|
10019
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
o
|
|
Accelerated filer
|
ý
|
Non-accelerated filer
o
|
|
Smaller reporting company
|
o
|
(Do not check if a smaller reporting company)
|
|
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited)
|
|
|
||||
|
March 31,
2015 |
|
September 30,
2014 |
||||
CURRENT ASSETS
|
|
|
|
||||
Cash and equivalents
|
$
|
42,602
|
|
|
$
|
92,405
|
|
Accounts receivable, net of allowances of $6,121 and $7,336
|
286,452
|
|
|
258,436
|
|
||
Contract costs and recognized income not yet billed, net of progress payments of $14,592 and $16,985 at March 31, 2015 and September 30, 2014, respectively.
|
94,844
|
|
|
109,930
|
|
||
Inventories, net
|
320,297
|
|
|
290,135
|
|
||
Prepaid and other current assets
|
44,525
|
|
|
62,569
|
|
||
Assets of discontinued operations
|
1,638
|
|
|
1,624
|
|
||
Total Current Assets
|
790,358
|
|
|
815,099
|
|
||
PROPERTY, PLANT AND EQUIPMENT, net
|
361,200
|
|
|
370,565
|
|
||
GOODWILL
|
358,695
|
|
|
371,846
|
|
||
INTANGIBLE ASSETS, net
|
220,811
|
|
|
233,623
|
|
||
OTHER ASSETS
|
13,943
|
|
|
13,302
|
|
||
ASSETS OF DISCONTINUED OPERATIONS
|
2,246
|
|
|
2,126
|
|
||
Total Assets
|
$
|
1,747,253
|
|
|
$
|
1,806,561
|
|
|
|
|
|
||||
CURRENT LIABILITIES
|
|
|
|
|
|
||
Notes payable and current portion of long-term debt
|
$
|
9,162
|
|
|
$
|
7,886
|
|
Accounts payable
|
182,369
|
|
|
218,703
|
|
||
Accrued liabilities
|
84,494
|
|
|
101,292
|
|
||
Liabilities of discontinued operations
|
2,528
|
|
|
3,282
|
|
||
Total Current Liabilities
|
278,553
|
|
|
331,163
|
|
||
LONG-TERM DEBT, net
|
858,315
|
|
|
791,301
|
|
||
OTHER LIABILITIES
|
142,229
|
|
|
148,240
|
|
||
LIABILITIES OF DISCONTINUED OPERATIONS
|
3,524
|
|
|
3,830
|
|
||
Total Liabilities
|
1,282,621
|
|
|
1,274,534
|
|
||
COMMITMENTS AND CONTINGENCIES - See Note 19
|
|
|
|
|
|
||
SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
||
Total Shareholders’ Equity
|
464,632
|
|
|
532,027
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
1,747,253
|
|
|
$
|
1,806,561
|
|
|
COMMON STOCK
|
|
CAPITAL IN
EXCESS OF
PAR VALUE
|
|
RETAINED
EARNINGS
|
|
TREASURY SHARES
|
|
ACCUMULATED
OTHER
COMPREHENSIVE
INCOME (LOSS)
|
|
DEFERRED
COMPENSATION
|
|
|
||||||||||||||||||||
(in thousands)
|
SHARES
|
|
PAR VALUE
|
|
|
|
SHARES
|
|
COST
|
|
|
|
Total
|
||||||||||||||||||||
Balance at September 30, 2014
|
78,484
|
|
|
$
|
19,621
|
|
|
$
|
506,090
|
|
|
$
|
427,913
|
|
|
25,335
|
|
|
$
|
(354,216
|
)
|
|
$
|
(30,064
|
)
|
|
$
|
(37,317
|
)
|
|
$
|
532,027
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
12,593
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,593
|
|
|||||||
Dividend
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,911
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,911
|
)
|
|||||||
Tax effect from exercise/vesting of equity awards, net
|
—
|
|
|
—
|
|
|
345
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
345
|
|
|||||||
Amortization of deferred compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,391
|
|
|
1,391
|
|
|||||||
Common stock issued
|
51
|
|
|
13
|
|
|
272
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
285
|
|
|||||||
Common stock acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,683
|
|
|
(37,577
|
)
|
|
—
|
|
|
—
|
|
|
(37,577
|
)
|
|||||||
Common stock issued for equity awards, net
|
528
|
|
|
132
|
|
|
(150
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|||||||
ESOP allocation of common stock
|
—
|
|
|
—
|
|
|
327
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
327
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
5,372
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,372
|
|
|||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(46,202
|
)
|
|
—
|
|
|
(46,202
|
)
|
|||||||
Balance at March 31, 2015
|
79,063
|
|
|
$
|
19,766
|
|
|
$
|
512,256
|
|
|
$
|
436,595
|
|
|
28,018
|
|
|
$
|
(391,793
|
)
|
|
$
|
(76,266
|
)
|
|
$
|
(35,926
|
)
|
|
$
|
464,632
|
|
|
Three Months Ended March 31,
|
|
Six Months Ended March 31,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Revenue
|
$
|
500,020
|
|
|
$
|
507,687
|
|
|
$
|
1,002,180
|
|
|
$
|
961,145
|
|
Cost of goods and services
|
385,645
|
|
|
397,700
|
|
|
769,816
|
|
|
745,655
|
|
||||
Gross profit
|
114,375
|
|
|
109,987
|
|
|
232,364
|
|
|
215,490
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative expenses
|
93,566
|
|
|
89,622
|
|
|
187,462
|
|
|
177,302
|
|
||||
Restructuring and other related charges
|
—
|
|
|
692
|
|
|
—
|
|
|
1,534
|
|
||||
Total operating expenses
|
93,566
|
|
|
90,314
|
|
|
187,462
|
|
|
178,836
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income from operations
|
20,809
|
|
|
19,673
|
|
|
44,902
|
|
|
36,654
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense
|
(12,012
|
)
|
|
(12,389
|
)
|
|
(23,766
|
)
|
|
(25,523
|
)
|
||||
Interest income
|
155
|
|
|
28
|
|
|
272
|
|
|
61
|
|
||||
Loss from debt extinguishment, net
|
—
|
|
|
(38,890
|
)
|
|
—
|
|
|
(38,890
|
)
|
||||
Other, net
|
(757
|
)
|
|
783
|
|
|
(1,208
|
)
|
|
1,689
|
|
||||
Total other expense, net
|
(12,614
|
)
|
|
(50,468
|
)
|
|
(24,702
|
)
|
|
(62,663
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Income (loss) before taxes
|
8,195
|
|
|
(30,795
|
)
|
|
20,200
|
|
|
(26,009
|
)
|
||||
Provision (benefit) for income taxes
|
3,073
|
|
|
(4,970
|
)
|
|
7,607
|
|
|
(3,420
|
)
|
||||
Net income (loss)
|
$
|
5,122
|
|
|
$
|
(25,825
|
)
|
|
$
|
12,593
|
|
|
$
|
(22,589
|
)
|
|
|
|
|
|
|
|
|
||||||||
Basic income per common share
|
$
|
0.11
|
|
|
$
|
(0.53
|
)
|
|
$
|
0.27
|
|
|
$
|
(0.44
|
)
|
Weighted-average shares outstanding
|
45,349
|
|
|
48,990
|
|
|
45,829
|
|
|
50,872
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Diluted income per common share
|
$
|
0.11
|
|
|
$
|
(0.53
|
)
|
|
$
|
0.26
|
|
|
$
|
(0.44
|
)
|
Weighted-average shares outstanding
|
47,669
|
|
|
48,990
|
|
|
47,682
|
|
|
50,872
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Dividends paid per common share
|
$
|
0.04
|
|
|
$
|
0.03
|
|
|
$
|
0.08
|
|
|
$
|
0.06
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
5,122
|
|
|
$
|
(25,825
|
)
|
|
$
|
12,593
|
|
|
$
|
(22,589
|
)
|
Other comprehensive income (loss), net of taxes:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustments
|
(30,384
|
)
|
|
1,224
|
|
|
(45,884
|
)
|
|
(1,913
|
)
|
||||
Pension and other post retirement plans
|
353
|
|
|
1,099
|
|
|
706
|
|
|
1,415
|
|
||||
Loss on cash flow hedge
|
(80
|
)
|
|
—
|
|
|
(154
|
)
|
|
—
|
|
||||
Gain (loss) on available-for-sale securities
|
92
|
|
|
—
|
|
|
(870
|
)
|
|
—
|
|
||||
Total other comprehensive income (loss), net of taxes
|
(30,019
|
)
|
|
2,323
|
|
|
(46,202
|
)
|
|
(498
|
)
|
||||
Comprehensive income (loss), net
|
$
|
(24,897
|
)
|
|
$
|
(23,502
|
)
|
|
$
|
(33,609
|
)
|
|
$
|
(23,087
|
)
|
|
Six Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||
Net income (loss)
|
$
|
12,593
|
|
|
$
|
(22,589
|
)
|
|
|
|
|
||||
Adjustments to reconcile net income to net cash used in operating activities:
|
|
|
|
|
|
||
|
|
|
|
||||
Depreciation and amortization
|
34,453
|
|
|
33,232
|
|
||
Stock-based compensation
|
5,372
|
|
|
4,996
|
|
||
Asset impairment charges - restructuring
|
—
|
|
|
169
|
|
||
Provision for losses on accounts receivable
|
242
|
|
|
132
|
|
||
Amortization of debt discounts and issuance costs
|
3,265
|
|
|
3,188
|
|
||
Loss from debt extinguishment, net
|
—
|
|
|
38,890
|
|
||
Deferred income taxes
|
1,282
|
|
|
(57
|
)
|
||
(Gain) loss on sale/disposal of assets and investments
|
(315
|
)
|
|
180
|
|
||
Change in assets and liabilities, net of assets and liabilities acquired:
|
|
|
|
|
|
||
Increase in accounts receivable and contract costs and recognized income not yet billed
|
(23,424
|
)
|
|
(46,834
|
)
|
||
Increase in inventories
|
(39,252
|
)
|
|
(23,858
|
)
|
||
Decrease in prepaid and other assets
|
754
|
|
|
3,482
|
|
||
Decrease in accounts payable, accrued liabilities and income taxes payable
|
(40,244
|
)
|
|
(18,713
|
)
|
||
Other changes, net
|
2,223
|
|
|
1,206
|
|
||
Net cash used in operating activities
|
(43,051
|
)
|
|
(26,576
|
)
|
||
|
|
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||
Acquisition of property, plant and equipment
|
(39,713
|
)
|
|
(34,845
|
)
|
||
Acquired businesses, net of cash acquired
|
—
|
|
|
(22,781
|
)
|
||
Proceeds from sale of assets
|
177
|
|
|
294
|
|
||
Proceeds from sale of investments
|
8,891
|
|
|
—
|
|
||
Net cash used in investing activities
|
(30,645
|
)
|
|
(57,332
|
)
|
||
|
|
|
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||
Proceeds from issuance of common stock
|
285
|
|
|
584
|
|
||
Dividends paid
|
(3,911
|
)
|
|
(3,290
|
)
|
||
Purchase of shares for treasury
|
(37,577
|
)
|
|
(63,370
|
)
|
||
Proceeds from long-term debt
|
99,556
|
|
|
644,514
|
|
||
Payments of long-term debt
|
(29,425
|
)
|
|
(586,310
|
)
|
||
Change in short-term borrowings
|
(572
|
)
|
|
4,908
|
|
||
Financing costs
|
(590
|
)
|
|
(10,687
|
)
|
||
Purchase of ESOP shares
|
—
|
|
|
(10,000
|
)
|
||
Tax benefit from exercise/vesting of equity awards, net
|
345
|
|
|
273
|
|
||
Other, net
|
95
|
|
|
144
|
|
||
Net cash provided by (used in) financing activities
|
28,206
|
|
|
(23,234
|
)
|
||
|
|
|
|
||||
CASH FLOWS FROM DISCONTINUED OPERATIONS:
|
|
|
|
|
|
||
Net cash used in operating activities
|
(545
|
)
|
|
(640
|
)
|
||
Net cash used in discontinued operations
|
(545
|
)
|
|
(640
|
)
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash and equivalents
|
(3,768
|
)
|
|
(415
|
)
|
||
|
|
|
|
||||
NET DECREASE IN CASH AND EQUIVALENTS
|
(49,803
|
)
|
|
(108,197
|
)
|
||
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD
|
92,405
|
|
|
178,130
|
|
||
CASH AND EQUIVALENTS AT END OF PERIOD
|
$
|
42,602
|
|
|
$
|
69,933
|
|
•
|
Home & Building Products (“HBP”) consists of
two
companies, The AMES Companies, Inc. (“AMES”) and Clopay Building Products Company, Inc. (“CBP”):
|
•
|
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, Inc. (“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, 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
|
Tradenames
|
3,548
|
|
3,121
|
|
6,669
|
|
Indefinite
|
||
Customer relationships
|
11,608
|
|
6,098
|
|
17,706
|
|
25
|
||
|
$
|
26,478
|
|
$
|
20,473
|
|
46,951
|
|
|
|
At March 31, 2015
|
|
At September 30, 2014
|
||||
Raw materials and supplies
|
$
|
79,885
|
|
|
$
|
75,560
|
|
Work in process
|
78,573
|
|
|
67,866
|
|
||
Finished goods
|
161,839
|
|
|
146,709
|
|
||
Total
|
$
|
320,297
|
|
|
$
|
290,135
|
|
|
At March 31, 2015
|
|
At September 30, 2014
|
||||
Land, building and building improvements
|
$
|
120,192
|
|
|
$
|
127,714
|
|
Machinery and equipment
|
717,505
|
|
|
720,417
|
|
||
Leasehold improvements
|
45,916
|
|
|
42,852
|
|
||
|
883,613
|
|
|
890,983
|
|
||
Accumulated depreciation and amortization
|
(522,413
|
)
|
|
(520,418
|
)
|
||
Total
|
$
|
361,200
|
|
|
$
|
370,565
|
|
|
At September 30, 2014
|
|
Other
adjustments including currency translations |
|
At March 31, 2015
|
||||||
Home & Building Products
|
$
|
288,396
|
|
|
$
|
(2,467
|
)
|
|
$
|
285,929
|
|
Telephonics
|
18,545
|
|
|
—
|
|
|
18,545
|
|
|||
Plastics
|
64,905
|
|
|
(10,684
|
)
|
|
54,221
|
|
|||
Total
|
$
|
371,846
|
|
|
$
|
(13,151
|
)
|
|
$
|
358,695
|
|
|
At March 31, 2015
|
|
|
|
At September 30, 2014
|
||||||||||||
|
Gross Carrying Amount
|
|
Accumulated
Amortization
|
|
Average
Life
(Years)
|
|
Gross Carrying Amount
|
|
Accumulated
Amortization
|
||||||||
Customer relationships
|
$
|
171,047
|
|
|
$
|
36,594
|
|
|
25
|
|
$
|
180,282
|
|
|
$
|
35,280
|
|
Unpatented technology
|
6,069
|
|
|
3,285
|
|
|
13
|
|
6,500
|
|
|
3,313
|
|
||||
Total amortizable intangible assets
|
177,116
|
|
|
39,879
|
|
|
|
|
186,782
|
|
|
38,593
|
|
||||
Trademarks
|
83,574
|
|
|
—
|
|
|
|
|
85,434
|
|
|
—
|
|
||||
Total intangible assets
|
$
|
260,690
|
|
|
$
|
39,879
|
|
|
|
|
$
|
272,216
|
|
|
$
|
38,593
|
|
|
|
At March 31, 2015
|
|
At September 30, 2014
|
||||||||||||||||||||||||||||||||||
|
|
Outstanding Balance
|
|
Original Issuer Discount
|
|
Capitalized Fees & Expenses
|
|
Balance Sheet
|
|
Coupon Interest Rate (1)
|
|
Outstanding Balance
|
|
Original Issuer Discount
|
|
Capitalized Fees & Expenses
|
|
Balance Sheet
|
|
Coupon Interest Rate (1)
|
||||||||||||||||||
Senior notes due 2022
|
(a)
|
$
|
600,000
|
|
|
$
|
—
|
|
|
$
|
(8,909
|
)
|
|
$
|
591,091
|
|
|
5.25
|
%
|
|
$
|
600,000
|
|
|
$
|
—
|
|
|
$
|
(9,553
|
)
|
|
$
|
590,447
|
|
|
5.25
|
%
|
Revolver due 2020
|
(a)
|
95,000
|
|
|
—
|
|
|
(2,278
|
)
|
|
92,722
|
|
|
n/a
|
|
|
25,000
|
|
|
—
|
|
|
(2,009
|
)
|
|
22,991
|
|
|
n/a
|
|
||||||||
Convert. debt due 2017
|
(b)
|
100,000
|
|
|
(7,632
|
)
|
|
(813
|
)
|
|
91,555
|
|
|
4.00
|
%
|
|
100,000
|
|
|
(9,584
|
)
|
|
(1,034
|
)
|
|
89,382
|
|
|
4.00
|
%
|
||||||||
Real estate mortgages
|
(c)
|
15,958
|
|
|
—
|
|
|
(504
|
)
|
|
15,454
|
|
|
n/a
|
|
|
16,388
|
|
|
—
|
|
|
(576
|
)
|
|
15,812
|
|
|
n/a
|
|
||||||||
ESOP Loans
|
(d)
|
37,845
|
|
|
—
|
|
|
(257
|
)
|
|
37,588
|
|
|
n/a
|
|
|
38,946
|
|
|
—
|
|
|
(262
|
)
|
|
38,684
|
|
|
n/a
|
|
||||||||
Capital lease - real estate
|
(e)
|
8,044
|
|
|
—
|
|
|
(169
|
)
|
|
7,875
|
|
|
5.00
|
%
|
|
8,551
|
|
|
—
|
|
|
(181
|
)
|
|
8,370
|
|
|
5.00
|
%
|
||||||||
Non U.S. lines of credit
|
(f)
|
4,491
|
|
|
—
|
|
|
—
|
|
|
4,491
|
|
|
n/a
|
|
|
3,306
|
|
|
—
|
|
|
—
|
|
|
3,306
|
|
|
n/a
|
|
||||||||
Non U.S. term loans
|
(g)
|
25,191
|
|
|
—
|
|
|
(112
|
)
|
|
25,079
|
|
|
n/a
|
|
|
28,470
|
|
|
—
|
|
|
(161
|
)
|
|
28,309
|
|
|
n/a
|
|
||||||||
Other long term debt
|
(h)
|
1,635
|
|
|
—
|
|
|
(13
|
)
|
|
1,622
|
|
|
n/a
|
|
|
1,910
|
|
|
—
|
|
|
(24
|
)
|
|
1,886
|
|
|
n/a
|
|
||||||||
Totals
|
|
888,164
|
|
|
(7,632
|
)
|
|
(13,055
|
)
|
|
867,477
|
|
|
|
|
|
822,571
|
|
|
(9,584
|
)
|
|
(13,800
|
)
|
|
799,187
|
|
|
|
|
||||||||
less: Current portion
|
|
(9,162
|
)
|
|
—
|
|
|
—
|
|
|
(9,162
|
)
|
|
|
|
|
(7,886
|
)
|
|
—
|
|
|
—
|
|
|
(7,886
|
)
|
|
|
|
||||||||
Long-term debt
|
|
$
|
879,002
|
|
|
$
|
(7,632
|
)
|
|
$
|
(13,055
|
)
|
|
$
|
858,315
|
|
|
|
|
|
$
|
814,685
|
|
|
$
|
(9,584
|
)
|
|
$
|
(13,800
|
)
|
|
$
|
791,301
|
|
|
|
|
|
|
Three Months Ended March 31, 2015
|
|
Three Months Ended March 31, 2014
|
||||||||||||||||||||||||||||||||||
|
|
Effective Interest Rate (1)
|
|
Cash Interest
|
|
Amort. Debt
Discount |
|
Amort. Debt Issuance Costs
& Other Fees |
|
Total Interest Expense
|
|
Effective Interest Rate (1)
|
|
Cash Interest
|
|
Amort. Debt
Discount |
|
Amort.
Debt Issuance Costs & Other Fees |
|
Total Interest Expense
|
||||||||||||||||||
Senior notes due 2018
|
(a)
|
n/a
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
7.1
|
%
|
|
$
|
6,133
|
|
|
$
|
—
|
|
|
$
|
261
|
|
|
$
|
6,394
|
|
Senior notes due 2022
|
(a)
|
5.5
|
%
|
|
7,875
|
|
|
—
|
|
|
322
|
|
|
8,197
|
|
|
5.3
|
|
|
2,800
|
|
|
—
|
|
|
111
|
|
|
2,911
|
|
||||||||
Revolver due 2020
|
(a)
|
n/a
|
|
|
659
|
|
|
—
|
|
|
133
|
|
|
792
|
|
|
n/a
|
|
|
306
|
|
|
—
|
|
|
142
|
|
|
448
|
|
||||||||
Convert. debt due 2017
|
(b)
|
9.2
|
%
|
|
1,000
|
|
|
990
|
|
|
110
|
|
|
2,100
|
|
|
9.3
|
%
|
|
1,000
|
|
|
909
|
|
|
110
|
|
|
2,019
|
|
||||||||
Real estate mortgages
|
(c)
|
3.8
|
%
|
|
116
|
|
|
—
|
|
|
36
|
|
|
152
|
|
|
3.8
|
%
|
|
122
|
|
|
—
|
|
|
37
|
|
|
159
|
|
||||||||
ESOP Loans
|
(d)
|
2.9
|
%
|
|
254
|
|
|
—
|
|
|
18
|
|
|
272
|
|
|
3.4
|
%
|
|
180
|
|
|
—
|
|
|
5
|
|
|
185
|
|
||||||||
Capital lease - real estate
|
(e)
|
5.3
|
%
|
|
102
|
|
|
—
|
|
|
6
|
|
|
108
|
|
|
5.3
|
%
|
|
114
|
|
|
—
|
|
|
7
|
|
|
121
|
|
||||||||
Non U.S. lines of credit
|
(f)
|
n/a
|
|
|
109
|
|
|
—
|
|
|
—
|
|
|
109
|
|
|
n/a
|
|
|
224
|
|
|
—
|
|
|
—
|
|
|
224
|
|
||||||||
Non U.S. term loans
|
(g)
|
n/a
|
|
|
337
|
|
|
—
|
|
|
14
|
|
|
351
|
|
|
n/a
|
|
|
101
|
|
|
—
|
|
|
—
|
|
|
101
|
|
||||||||
Other long term debt
|
(h)
|
n/a
|
|
|
22
|
|
|
—
|
|
|
2
|
|
|
24
|
|
|
n/a
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Capitalized interest
|
|
|
|
|
(93
|
)
|
|
—
|
|
|
—
|
|
|
(93
|
)
|
|
|
|
|
(173
|
)
|
|
—
|
|
|
—
|
|
|
(173
|
)
|
||||||||
Totals
|
|
|
|
|
$
|
10,381
|
|
|
$
|
990
|
|
|
$
|
641
|
|
|
$
|
12,012
|
|
|
|
|
|
$
|
10,807
|
|
|
$
|
909
|
|
|
$
|
673
|
|
|
$
|
12,389
|
|
|
|
Six Months Ended March 31, 2015
|
|
Six Months Ended March 31, 2014
|
||||||||||||||||||||||||||||||||||
|
|
Effective Interest Rate (1)
|
|
Cash Interest
|
|
Amort. Debt Discount
|
|
Amort. Debt Issuance Costs & Other Fees
|
|
Total Interest Expense
|
|
Effective Interest Rate (1)
|
|
Cash Interest
|
|
Amort. Debt Discount
|
|
Amort. Debt Issuance Costs & Other Fees
|
|
Total Interest Expense
|
||||||||||||||||||
Senior notes due 2018
|
(a)
|
n/a
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
7.1
|
%
|
|
$
|
15,930
|
|
|
$
|
—
|
|
|
$
|
667
|
|
|
$
|
16,597
|
|
Senior notes due 2022
|
(a)
|
5.5
|
%
|
|
15,750
|
|
|
—
|
|
|
644
|
|
|
16,394
|
|
|
5.3
|
|
|
2,800
|
|
|
—
|
|
|
111
|
|
|
2,911
|
|
||||||||
Revolver due 2020
|
(a)
|
n/a
|
|
|
997
|
|
|
—
|
|
|
291
|
|
|
1,288
|
|
|
n/a
|
|
|
473
|
|
|
—
|
|
|
278
|
|
|
751
|
|
||||||||
Convert. debt due 2017
|
(b)
|
9.1
|
%
|
|
2,000
|
|
|
1,952
|
|
|
221
|
|
|
4,173
|
|
|
9.1
|
%
|
|
2,000
|
|
|
1,792
|
|
|
221
|
|
|
4,013
|
|
||||||||
Real estate mortgages
|
(c)
|
3.9
|
%
|
|
240
|
|
|
—
|
|
|
72
|
|
|
312
|
|
|
4.0
|
%
|
|
252
|
|
|
—
|
|
|
73
|
|
|
325
|
|
||||||||
ESOP Loans
|
(d)
|
2.9
|
%
|
|
514
|
|
|
—
|
|
|
35
|
|
|
549
|
|
|
3.2
|
%
|
|
332
|
|
|
—
|
|
|
7
|
|
|
339
|
|
||||||||
Capital lease - real estate
|
(e)
|
5.3
|
%
|
|
208
|
|
|
—
|
|
|
12
|
|
|
220
|
|
|
5.3
|
%
|
|
233
|
|
|
—
|
|
|
14
|
|
|
247
|
|
||||||||
Non U.S. lines of credit
|
(f)
|
n/a
|
|
|
250
|
|
|
—
|
|
|
—
|
|
|
250
|
|
|
n/a
|
|
|
417
|
|
|
—
|
|
|
—
|
|
|
417
|
|
||||||||
Non U.S. term loans
|
(g)
|
n/a
|
|
|
725
|
|
|
—
|
|
|
30
|
|
|
755
|
|
|
n/a
|
|
|
153
|
|
|
—
|
|
|
4
|
|
|
157
|
|
||||||||
Other long term debt
|
(h)
|
n/a
|
|
|
53
|
|
|
—
|
|
|
8
|
|
|
61
|
|
|
n/a
|
|
|
11
|
|
|
—
|
|
|
21
|
|
|
32
|
|
||||||||
Capitalized interest
|
|
|
|
|
(236
|
)
|
|
—
|
|
|
—
|
|
|
(236
|
)
|
|
|
|
|
(266
|
)
|
|
—
|
|
|
—
|
|
|
(266
|
)
|
||||||||
Totals
|
|
|
|
|
$
|
20,501
|
|
|
$
|
1,952
|
|
|
$
|
1,313
|
|
|
$
|
23,766
|
|
|
|
|
|
$
|
22,335
|
|
|
$
|
1,792
|
|
|
$
|
1,396
|
|
|
$
|
25,523
|
|
(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 2022 (“Senior Notes”); interest is payable semi-annually on March 1 and September 1. 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 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
69.3811
shares of Griffon’s common stock per
$1
principal amount of notes, corresponding to a conversion price of
$14.41
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
March 31, 2015
, the above conversion price reflects dividends paid through March 26, 2015. At both
March 31, 2015
and 2014, 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
$129,813
on March 31, 2015 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%
.
|
(d)
|
In December 2013, Griffon’s 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
|
(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
March 31, 2015
. The revolving facility matures in November 2015 and is renewable upon mutual agreement with the bank.
The revolving credit facility accrues interest at EURIBOR plus 2.20% per annum (2.28% at March 31, 2015).
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 AUD
$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 (
5.2%
at
March 31, 2015
for each loan). As of
March 31, 2015
, Northcote had an outstanding combined balance of
$25,079
on the term loans, net of deferred costs.
|
(h)
|
Other long-term debt primarily consists of capital leases.
|
|
Three Months Ended March 31,
|
|
Six Months Ended March 31,
|
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
Weighted average shares outstanding - basic
|
45,349
|
|
|
48,990
|
|
|
45,829
|
|
|
50,872
|
|
Incremental shares from stock based compensation
|
1,874
|
|
|
—
|
|
|
1,853
|
|
|
—
|
|
Convertible debt due 2017
|
446
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
||||
Weighted average shares outstanding - diluted
|
47,669
|
|
|
48,990
|
|
|
47,682
|
|
|
50,872
|
|
|
|
|
|
|
|
|
|
||||
Anti-dilutive options excluded from diluted EPS computation
|
567
|
|
|
644
|
|
|
580
|
|
|
644
|
|
•
|
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 Three Months Ended March 31,
|
|
For the Six Months Ended March 31,
|
||||||||||||
REVENUE
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Home & Building Products:
|
|
|
|
|
|
|
|
|
|
|
|
||||
AMES
|
$
|
159,092
|
|
|
$
|
160,705
|
|
|
$
|
292,202
|
|
|
$
|
257,313
|
|
CBP
|
104,513
|
|
|
90,838
|
|
|
243,113
|
|
|
212,680
|
|
||||
Home & Building Products
|
263,605
|
|
|
251,543
|
|
|
535,315
|
|
|
469,993
|
|
||||
Telephonics
|
98,687
|
|
|
104,185
|
|
|
189,345
|
|
|
200,210
|
|
||||
Plastics
|
137,728
|
|
|
151,959
|
|
|
277,520
|
|
|
290,942
|
|
||||
Total consolidated net sales
|
$
|
500,020
|
|
|
$
|
507,687
|
|
|
$
|
1,002,180
|
|
|
$
|
961,145
|
|
|
For the Three Months Ended March 31,
|
|
For the Six Months Ended March 31,
|
||||||||||||
INCOME (LOSS) BEFORE TAXES
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Segment operating profit:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Home & Building Products
|
$
|
8,651
|
|
|
$
|
8,818
|
|
|
$
|
25,020
|
|
|
$
|
18,211
|
|
Telephonics
|
9,114
|
|
|
10,677
|
|
|
16,631
|
|
|
21,329
|
|
||||
Plastics
|
9,867
|
|
|
9,352
|
|
|
17,887
|
|
|
15,177
|
|
||||
Total segment operating profit
|
27,632
|
|
|
28,847
|
|
|
59,538
|
|
|
54,717
|
|
||||
Net interest expense
|
(11,857
|
)
|
|
(12,361
|
)
|
|
(23,494
|
)
|
|
(25,462
|
)
|
||||
Unallocated amounts
|
(7,580
|
)
|
|
(8,391
|
)
|
|
(15,844
|
)
|
|
(16,374
|
)
|
||||
Loss from debt extinguishment, net
|
—
|
|
|
(38,890
|
)
|
|
—
|
|
|
(38,890
|
)
|
||||
Income before taxes
|
$
|
8,195
|
|
|
$
|
(30,795
|
)
|
|
$
|
20,200
|
|
|
$
|
(26,009
|
)
|
|
For the Three Months Ended March 31,
|
|
For the Six Months Ended March 31,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Segment adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Home & Building Products
|
$
|
17,330
|
|
|
$
|
17,124
|
|
|
$
|
41,800
|
|
|
$
|
36,191
|
|
Telephonics
|
11,616
|
|
|
12,535
|
|
|
21,648
|
|
|
24,931
|
|
||||
Plastics
|
15,764
|
|
|
16,216
|
|
|
30,315
|
|
|
28,959
|
|
||||
Total Segment adjusted EBITDA
|
44,710
|
|
|
45,875
|
|
|
93,763
|
|
|
90,081
|
|
||||
Net interest expense
|
(11,857
|
)
|
|
(12,361
|
)
|
|
(23,494
|
)
|
|
(25,462
|
)
|
||||
Segment depreciation and amortization
|
(17,078
|
)
|
|
(16,336
|
)
|
|
(34,225
|
)
|
|
(33,032
|
)
|
||||
Unallocated amounts
|
(7,580
|
)
|
|
(8,391
|
)
|
|
(15,844
|
)
|
|
(16,374
|
)
|
||||
Loss from debt extinguishment, net
|
—
|
|
|
(38,890
|
)
|
|
—
|
|
|
(38,890
|
)
|
||||
Restructuring charges
|
—
|
|
|
(692
|
)
|
|
—
|
|
|
(1,534
|
)
|
||||
Acquisition costs
|
—
|
|
|
—
|
|
|
—
|
|
|
(798
|
)
|
||||
Income (loss) before taxes
|
$
|
8,195
|
|
|
$
|
(30,795
|
)
|
|
$
|
20,200
|
|
|
$
|
(26,009
|
)
|
|
For the Three Months Ended March 31,
|
|
For the Six Months Ended March 31,
|
||||||||||||
DEPRECIATION and AMORTIZATION
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Segment:
|
|
|
|
|
|
|
|
||||||||
Home & Building Products
|
$
|
8,679
|
|
|
$
|
7,614
|
|
|
$
|
16,780
|
|
|
$
|
15,648
|
|
Telephonics
|
2,502
|
|
|
1,858
|
|
|
5,017
|
|
|
3,602
|
|
||||
Plastics
|
5,897
|
|
|
6,864
|
|
|
12,428
|
|
|
13,782
|
|
||||
Total segment depreciation and amortization
|
17,078
|
|
|
16,336
|
|
|
34,225
|
|
|
33,032
|
|
||||
Corporate
|
115
|
|
|
103
|
|
|
228
|
|
|
200
|
|
||||
Total consolidated depreciation and amortization
|
$
|
17,193
|
|
|
$
|
16,439
|
|
|
$
|
34,453
|
|
|
$
|
33,232
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
CAPITAL EXPENDITURES
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Home & Building Products
|
$
|
11,114
|
|
|
$
|
6,722
|
|
|
$
|
21,375
|
|
|
$
|
15,190
|
|
Telephonics
|
1,339
|
|
|
5,520
|
|
|
2,308
|
|
|
8,887
|
|
||||
Plastics
|
7,486
|
|
|
4,390
|
|
|
15,165
|
|
|
10,150
|
|
||||
Total segment
|
19,939
|
|
|
16,632
|
|
|
38,848
|
|
|
34,227
|
|
||||
Corporate
|
853
|
|
|
297
|
|
|
865
|
|
|
618
|
|
||||
Total consolidated capital expenditures
|
$
|
20,792
|
|
|
$
|
16,929
|
|
|
$
|
39,713
|
|
|
$
|
34,845
|
|
ASSETS
|
At March 31, 2015
|
|
At September 30, 2014
|
||||
Segment assets:
|
|
|
|
||||
Home & Building Products
|
$
|
1,091,443
|
|
|
$
|
1,030,005
|
|
Telephonics
|
291,535
|
|
|
319,327
|
|
||
Plastics
|
354,150
|
|
|
389,464
|
|
||
Total segment assets
|
1,737,128
|
|
|
1,738,796
|
|
||
Corporate
|
6,241
|
|
|
64,015
|
|
||
Total continuing assets
|
1,743,369
|
|
|
1,802,811
|
|
||
Assets of discontinued operations
|
3,884
|
|
|
3,750
|
|
||
Consolidated total
|
$
|
1,747,253
|
|
|
$
|
1,806,561
|
|
|
Three Months Ended March 31,
|
|
Six Months Ended March 31,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Service cost
|
$
|
—
|
|
|
$
|
45
|
|
|
$
|
—
|
|
|
$
|
90
|
|
Interest cost
|
2,207
|
|
|
2,500
|
|
|
4,414
|
|
|
5,000
|
|
||||
Expected return on plan assets
|
(2,932
|
)
|
|
(2,885
|
)
|
|
(5,864
|
)
|
|
(5,770
|
)
|
||||
Amortization:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Prior service cost
|
4
|
|
|
4
|
|
|
8
|
|
|
8
|
|
||||
Recognized actuarial loss
|
541
|
|
|
489
|
|
|
1,082
|
|
|
978
|
|
||||
Net periodic expense (income)
|
$
|
(180
|
)
|
|
$
|
153
|
|
|
$
|
(360
|
)
|
|
$
|
306
|
|
|
At March 31, 2015
|
|
At September 30, 2014
|
||||
Assets of discontinued operations:
|
|
|
|
|
|
||
Prepaid and other current assets
|
$
|
1,638
|
|
|
$
|
1,624
|
|
Other long-term assets
|
2,246
|
|
|
2,126
|
|
||
Total assets of discontinued operations
|
$
|
3,884
|
|
|
$
|
3,750
|
|
|
|
|
|
||||
Liabilities of discontinued operations:
|
|
|
|
|
|
||
Accrued liabilities, current
|
$
|
2,528
|
|
|
$
|
3,282
|
|
Other long-term liabilities
|
3,524
|
|
|
3,830
|
|
||
Total liabilities of discontinued operations
|
$
|
6,052
|
|
|
$
|
7,112
|
|
|
Workforce
Reduction |
|
Facilities &
Exit Costs |
|
Other
Related Costs |
|
Non-cash
Facility and Other |
|
Total
|
||||||||||
Amounts incurred in:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Quarter ended December 31, 2013
|
$
|
638
|
|
|
$
|
95
|
|
|
$
|
109
|
|
|
$
|
—
|
|
|
$
|
842
|
|
Quarter ended March 31, 2014
|
495
|
|
|
137
|
|
|
60
|
|
|
—
|
|
|
692
|
|
|||||
Six Months Ended March 31, 2014
|
$
|
1,133
|
|
|
$
|
232
|
|
|
$
|
169
|
|
|
$
|
—
|
|
|
$
|
1,534
|
|
|
|
|
|
|
|
|
|
|
|
|
Workforce
Reduction |
|
||
Accrued liability at September 30, 2014
|
$
|
5,228
|
|
|
Payments
|
(4,064
|
)
|
|
|
Accrued liability at March 31, 2015
|
$
|
1,164
|
|
|
|
Three Months Ended March 31,
|
|
Six Months Ended March 31,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Balance, beginning of period
|
$
|
4,908
|
|
|
$
|
6,929
|
|
|
$
|
4,934
|
|
|
$
|
6,649
|
|
Warranties issued and changes in estimated pre-existing warranties
|
1,842
|
|
|
1,135
|
|
|
2,791
|
|
|
2,101
|
|
||||
Actual warranty costs incurred
|
(1,076
|
)
|
|
(953
|
)
|
|
(2,051
|
)
|
|
(1,639
|
)
|
||||
Balance, end of period
|
$
|
5,674
|
|
|
$
|
7,111
|
|
|
$
|
5,674
|
|
|
$
|
7,111
|
|
|
Three Months Ended March 31, 2015
|
|
Three Months Ended March 31, 2014
|
||||||||||||||||||||
|
Pre-tax
|
|
Tax
|
|
Net of tax
|
|
Pre-tax
|
|
Tax
|
|
Net of tax
|
||||||||||||
Foreign currency translation adjustments
|
$
|
(30,384
|
)
|
|
$
|
—
|
|
|
$
|
(30,384
|
)
|
|
$
|
1,224
|
|
|
$
|
—
|
|
|
$
|
1,224
|
|
Pension and other defined benefit plans
|
545
|
|
|
(192
|
)
|
|
353
|
|
|
1,698
|
|
|
(599
|
)
|
|
1,099
|
|
||||||
Loss on cash flow hedge
|
(91
|
)
|
|
11
|
|
|
(80
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Available-for-sale securities
|
$
|
145
|
|
|
$
|
(53
|
)
|
|
$
|
92
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total other comprehensive income (loss)
|
$
|
(29,785
|
)
|
|
$
|
(234
|
)
|
|
$
|
(30,019
|
)
|
|
$
|
2,922
|
|
|
$
|
(599
|
)
|
|
$
|
2,323
|
|
|
Six Months Ended March 31, 2015
|
|
Six Months Ended March 31, 2014
|
||||||||||||||||||||
|
Pre-tax
|
|
Tax
|
|
Net of tax
|
|
Pre-tax
|
|
Tax
|
|
Net of tax
|
||||||||||||
Foreign currency translation adjustments
|
$
|
(45,884
|
)
|
|
$
|
—
|
|
|
$
|
(45,884
|
)
|
|
$
|
(1,913
|
)
|
|
$
|
—
|
|
|
$
|
(1,913
|
)
|
Pension and other defined benefit plans
|
1,090
|
|
|
(384
|
)
|
|
706
|
|
|
2,191
|
|
|
(776
|
)
|
|
1,415
|
|
||||||
Loss on cash flow hedge
|
(204
|
)
|
|
50
|
|
|
(154
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Available-for-sale securities
|
(1,370
|
)
|
|
500
|
|
|
(870
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total other comprehensive income (loss)
|
$
|
(46,368
|
)
|
|
$
|
166
|
|
|
$
|
(46,202
|
)
|
|
$
|
278
|
|
|
$
|
(776
|
)
|
|
$
|
(498
|
)
|
|
March 31, 2015
|
|
September 30, 2014
|
||||
Foreign currency translation adjustments
|
$
|
(49,704
|
)
|
|
$
|
(3,820
|
)
|
Pension and other defined benefit plans
|
(26,660
|
)
|
|
(27,366
|
)
|
||
Gain on cash flow hedge
|
98
|
|
|
252
|
|
||
Available-for-sale securities
|
—
|
|
|
870
|
|
||
|
$
|
(76,266
|
)
|
|
$
|
(30,064
|
)
|
|
For the Three Months Ended March 31,
|
|
For the Six Months Ended March 31,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net income (loss)
|
$
|
5,122
|
|
|
$
|
(25,825
|
)
|
|
$
|
12,593
|
|
|
$
|
(22,589
|
)
|
Other comprehensive income (loss), net of taxes
|
(30,019
|
)
|
|
2,323
|
|
|
(46,202
|
)
|
|
(498
|
)
|
||||
Comprehensive loss
|
$
|
(24,897
|
)
|
|
$
|
(23,502
|
)
|
|
$
|
(33,609
|
)
|
|
$
|
(23,087
|
)
|
|
For the Three Months Ended March 31,
|
|
For the Six Months Ended March 31,
|
||||||||||||
(Gain) Loss
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Pension amortization
|
$
|
545
|
|
|
$
|
493
|
|
|
$
|
1,090
|
|
|
$
|
986
|
|
Cash flow hedges
|
(110
|
)
|
|
—
|
|
|
(197
|
)
|
|
—
|
|
||||
Available-for-sale securities
|
(489
|
)
|
|
—
|
|
|
(489
|
)
|
|
—
|
|
||||
Total
|
(54
|
)
|
|
493
|
|
|
404
|
|
|
986
|
|
||||
Tax
|
20
|
|
|
(168
|
)
|
|
(146
|
)
|
|
(345
|
)
|
||||
Total
|
$
|
(34
|
)
|
|
$
|
325
|
|
|
$
|
258
|
|
|
$
|
641
|
|
|
Parent Company
|
|
Guarantor Companies
|
|
Non-Guarantor Companies
|
|
Elimination
|
|
Consolidation
|
||||||||||
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and equivalents
|
$
|
3,174
|
|
|
$
|
10,803
|
|
|
$
|
28,625
|
|
|
$
|
—
|
|
|
$
|
42,602
|
|
Accounts receivable, net of allowances
|
—
|
|
|
257,607
|
|
|
62,622
|
|
|
(33,777
|
)
|
|
286,452
|
|
|||||
Contract costs and recognized income not yet billed, net of progress payments
|
—
|
|
|
94,385
|
|
|
459
|
|
|
—
|
|
|
94,844
|
|
|||||
Inventories, net
|
—
|
|
|
259,569
|
|
|
60,728
|
|
|
—
|
|
|
320,297
|
|
|||||
Prepaid and other current assets
|
6,691
|
|
|
22,895
|
|
|
10,742
|
|
|
4,197
|
|
|
44,525
|
|
|||||
Assets of discontinued operations
|
—
|
|
|
—
|
|
|
1,638
|
|
|
—
|
|
|
1,638
|
|
|||||
Total Current Assets
|
9,865
|
|
|
645,259
|
|
|
164,814
|
|
|
(29,580
|
)
|
|
790,358
|
|
|||||
PROPERTY, PLANT AND EQUIPMENT, net
|
1,230
|
|
|
272,429
|
|
|
87,541
|
|
|
—
|
|
|
361,200
|
|
|||||
GOODWILL
|
—
|
|
|
284,875
|
|
|
73,820
|
|
|
—
|
|
|
358,695
|
|
|||||
INTANGIBLE ASSETS, net
|
—
|
|
|
154,636
|
|
|
66,175
|
|
|
—
|
|
|
220,811
|
|
|||||
INTERCOMPANY RECEIVABLE
|
590,476
|
|
|
993,640
|
|
|
197,273
|
|
|
(1,781,389
|
)
|
|
—
|
|
|||||
EQUITY INVESTMENTS IN SUBSIDIARIES
|
767,088
|
|
|
641,569
|
|
|
1,736,265
|
|
|
(3,144,922
|
)
|
|
—
|
|
|||||
OTHER ASSETS
|
41,721
|
|
|
50,077
|
|
|
9,594
|
|
|
(87,449
|
)
|
|
13,943
|
|
|||||
ASSETS OF DISCONTINUED OPERATIONS
|
—
|
|
|
—
|
|
|
2,246
|
|
|
—
|
|
|
2,246
|
|
|||||
Total Assets
|
$
|
1,410,380
|
|
|
$
|
3,042,485
|
|
|
$
|
2,337,728
|
|
|
$
|
(5,043,340
|
)
|
|
$
|
1,747,253
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Notes payable and current portion of long-term debt
|
$
|
2,202
|
|
|
$
|
1,147
|
|
|
$
|
5,813
|
|
|
$
|
—
|
|
|
$
|
9,162
|
|
Accounts payable and accrued liabilities
|
17,305
|
|
|
199,512
|
|
|
66,422
|
|
|
(16,376
|
)
|
|
266,863
|
|
|||||
Liabilities of discontinued operations
|
—
|
|
|
—
|
|
|
2,528
|
|
|
—
|
|
|
2,528
|
|
|||||
Total Current Liabilities
|
19,507
|
|
|
200,659
|
|
|
74,763
|
|
|
(16,376
|
)
|
|
278,553
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
LONG-TERM DEBT, net
|
810,754
|
|
|
6,792
|
|
|
40,769
|
|
|
—
|
|
|
858,315
|
|
|||||
INTERCOMPANY PAYABLES
|
55,663
|
|
|
1,000,772
|
|
|
709,578
|
|
|
(1,766,013
|
)
|
|
—
|
|
|||||
OTHER LIABILITIES
|
59,824
|
|
|
158,927
|
|
|
26,622
|
|
|
(103,144
|
)
|
|
142,229
|
|
|||||
LIABILITIES OF DISCONTINUED OPERATIONS
|
—
|
|
|
—
|
|
|
3,524
|
|
|
—
|
|
|
3,524
|
|
|||||
Total Liabilities
|
945,748
|
|
|
1,367,150
|
|
|
855,256
|
|
|
(1,885,533
|
)
|
|
1,282,621
|
|
|||||
SHAREHOLDERS’ EQUITY
|
464,632
|
|
|
1,675,335
|
|
|
1,482,472
|
|
|
(3,157,807
|
)
|
|
464,632
|
|
|||||
Total Liabilities and Shareholders’ Equity
|
$
|
1,410,380
|
|
|
$
|
3,042,485
|
|
|
$
|
2,337,728
|
|
|
$
|
(5,043,340
|
)
|
|
$
|
1,747,253
|
|
|
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
|
27,880
|
|
|
53,896
|
|
|
6,739
|
|
|
(75,213
|
)
|
|
13,302
|
|
|||||
ASSETS OF DISCONTINUED OPERATIONS
|
—
|
|
|
—
|
|
|
2,126
|
|
|
—
|
|
|
2,126
|
|
|||||
Total Assets
|
$
|
1,361,066
|
|
|
$
|
2,921,791
|
|
|
$
|
2,488,145
|
|
|
$
|
(4,964,441
|
)
|
|
$
|
1,806,561
|
|
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
|
738,360
|
|
|
7,806
|
|
|
45,135
|
|
|
—
|
|
|
791,301
|
|
|||||
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
|
829,039
|
|
|
1,203,137
|
|
|
933,612
|
|
|
(1,691,254
|
)
|
|
1,274,534
|
|
|||||
SHAREHOLDERS’ EQUITY
|
532,027
|
|
|
1,718,654
|
|
|
1,554,533
|
|
|
(3,273,187
|
)
|
|
532,027
|
|
|||||
Total Liabilities and Shareholders’ Equity
|
$
|
1,361,066
|
|
|
$
|
2,921,791
|
|
|
$
|
2,488,145
|
|
|
$
|
(4,964,441
|
)
|
|
$
|
1,806,561
|
|
($ in thousands)
|
Parent Company
|
|
Guarantor Companies
|
|
Non-Guarantor Companies
|
|
Elimination
|
|
Consolidation
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
400,042
|
|
|
$
|
113,206
|
|
|
$
|
(13,228
|
)
|
|
$
|
500,020
|
|
Cost of goods and services
|
—
|
|
|
306,625
|
|
|
91,320
|
|
|
(12,300
|
)
|
|
385,645
|
|
|||||
Gross profit
|
—
|
|
|
93,417
|
|
|
21,886
|
|
|
(928
|
)
|
|
114,375
|
|
|||||
Selling, general and administrative expenses
|
5,301
|
|
|
71,970
|
|
|
17,349
|
|
|
(1,054
|
)
|
|
93,566
|
|
|||||
Total operating expenses
|
5,301
|
|
|
71,970
|
|
|
17,349
|
|
|
(1,054
|
)
|
|
93,566
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from operations
|
(5,301
|
)
|
|
21,447
|
|
|
4,537
|
|
|
126
|
|
|
20,809
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest income (expense), net
|
(2,224
|
)
|
|
(7,698
|
)
|
|
(1,935
|
)
|
|
—
|
|
|
(11,857
|
)
|
|||||
Other, net
|
521
|
|
|
1,615
|
|
|
(2,767
|
)
|
|
(126
|
)
|
|
(757
|
)
|
|||||
Total other income (expense)
|
(1,703
|
)
|
|
(6,083
|
)
|
|
(4,702
|
)
|
|
(126
|
)
|
|
(12,614
|
)
|
|||||
Income (loss) before taxes
|
(7,004
|
)
|
|
15,364
|
|
|
(165
|
)
|
|
—
|
|
|
8,195
|
|
|||||
Provision (benefit) for income taxes
|
(1,984
|
)
|
|
3,062
|
|
|
1,995
|
|
|
—
|
|
|
3,073
|
|
|||||
Income (loss) before equity in net income of subsidiaries
|
(5,020
|
)
|
|
12,302
|
|
|
(2,160
|
)
|
|
—
|
|
|
5,122
|
|
|||||
Equity in net income (loss) of subsidiaries
|
10,142
|
|
|
(735
|
)
|
|
12,302
|
|
|
(21,709
|
)
|
|
—
|
|
|||||
Net income (loss)
|
$
|
5,122
|
|
|
$
|
11,567
|
|
|
$
|
10,142
|
|
|
$
|
(21,709
|
)
|
|
$
|
5,122
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income (loss)
|
$
|
5,122
|
|
|
$
|
11,567
|
|
|
$
|
10,142
|
|
|
$
|
(21,709
|
)
|
|
$
|
5,122
|
|
Other comprehensive income (loss), net of taxes
|
(30,019
|
)
|
|
(12,075
|
)
|
|
(18,389
|
)
|
|
30,464
|
|
|
(30,019
|
)
|
|||||
Comprehensive income (loss)
|
$
|
(24,897
|
)
|
|
$
|
(508
|
)
|
|
$
|
(8,247
|
)
|
|
$
|
8,755
|
|
|
$
|
(24,897
|
)
|
($ in thousands)
|
Parent Company
|
|
Guarantor Companies
|
|
Non-Guarantor Companies
|
|
Elimination
|
|
Consolidation
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
396,505
|
|
|
$
|
127,782
|
|
|
$
|
(16,600
|
)
|
|
$
|
507,687
|
|
Cost of goods and services
|
—
|
|
|
305,191
|
|
|
107,555
|
|
|
(15,046
|
)
|
|
397,700
|
|
|||||
Gross profit
|
—
|
|
|
91,314
|
|
|
20,227
|
|
|
(1,554
|
)
|
|
109,987
|
|
|||||
Selling, general and administrative expenses
|
7,161
|
|
|
68,234
|
|
|
15,833
|
|
|
(1,606
|
)
|
|
89,622
|
|
|||||
Restructuring and other related charges
|
—
|
|
|
728
|
|
|
(36
|
)
|
|
—
|
|
|
692
|
|
|||||
Total operating expenses
|
7,161
|
|
|
68,962
|
|
|
15,797
|
|
|
(1,606
|
)
|
|
90,314
|
|
|||||
Income (loss) from operations
|
(7,161
|
)
|
|
22,352
|
|
|
4,430
|
|
|
52
|
|
|
19,673
|
|
|||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest income (expense), net
|
(2,885
|
)
|
|
(7,329
|
)
|
|
(2,147
|
)
|
|
—
|
|
|
(12,361
|
)
|
|||||
Loss from debt extinguishment, net
|
(38,890
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38,890
|
)
|
|||||
Other, net
|
15
|
|
|
1,014
|
|
|
(194
|
)
|
|
(52
|
)
|
|
783
|
|
|||||
Total other income (expense)
|
(41,760
|
)
|
|
(6,315
|
)
|
|
(2,341
|
)
|
|
(52
|
)
|
|
(50,468
|
)
|
|||||
Income (loss) before taxes
|
(48,921
|
)
|
|
16,037
|
|
|
2,089
|
|
|
—
|
|
|
(30,795
|
)
|
|||||
Provision (benefit) for income taxes
|
(11,045
|
)
|
|
6,053
|
|
|
22
|
|
|
—
|
|
|
(4,970
|
)
|
|||||
Income (loss) before equity in net income of subsidiaries
|
(37,876
|
)
|
|
9,984
|
|
|
2,067
|
|
|
—
|
|
|
(25,825
|
)
|
|||||
Equity in net income (loss) of subsidiaries
|
12,051
|
|
|
1,982
|
|
|
9,984
|
|
|
(24,017
|
)
|
|
—
|
|
|||||
Net income (loss)
|
$
|
(25,825
|
)
|
|
$
|
11,966
|
|
|
$
|
12,051
|
|
|
$
|
(24,017
|
)
|
|
$
|
(25,825
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income (loss)
|
$
|
(25,825
|
)
|
|
$
|
11,966
|
|
|
$
|
12,051
|
|
|
$
|
(24,017
|
)
|
|
$
|
(25,825
|
)
|
Other comprehensive income (loss), net of taxes
|
2,323
|
|
|
80
|
|
|
2,073
|
|
|
(2,153
|
)
|
|
2,323
|
|
|||||
Comprehensive income (loss)
|
$
|
(23,502
|
)
|
|
$
|
12,046
|
|
|
$
|
14,124
|
|
|
$
|
(26,170
|
)
|
|
$
|
(23,502
|
)
|
|
Parent Company
|
|
Guarantor Companies
|
|
Non-Guarantor Companies
|
|
Elimination
|
|
Consolidation
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
778,156
|
|
|
$
|
252,087
|
|
|
$
|
(28,063
|
)
|
|
$
|
1,002,180
|
|
Cost of goods and services
|
—
|
|
|
595,995
|
|
|
199,594
|
|
|
(25,773
|
)
|
|
769,816
|
|
|||||
Gross profit
|
—
|
|
|
182,161
|
|
|
52,493
|
|
|
(2,290
|
)
|
|
232,364
|
|
|||||
Selling, general and administrative expenses
|
10,821
|
|
|
141,527
|
|
|
37,448
|
|
|
(2,334
|
)
|
|
187,462
|
|
|||||
Total operating expenses
|
10,821
|
|
|
141,527
|
|
|
37,448
|
|
|
(2,334
|
)
|
|
187,462
|
|
|||||
Income (loss) from operations
|
(10,821
|
)
|
|
40,634
|
|
|
15,045
|
|
|
44
|
|
|
44,902
|
|
|||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest income (expense), net
|
(4,128
|
)
|
|
(15,125
|
)
|
|
(4,241
|
)
|
|
—
|
|
|
(23,494
|
)
|
|||||
Other, net
|
567
|
|
|
2,910
|
|
|
(4,641
|
)
|
|
(44
|
)
|
|
(1,208
|
)
|
|||||
Total other income (expense)
|
(3,561
|
)
|
|
(12,215
|
)
|
|
(8,882
|
)
|
|
(44
|
)
|
|
(24,702
|
)
|
|||||
Income (loss) before taxes
|
(14,382
|
)
|
|
28,419
|
|
|
6,163
|
|
|
—
|
|
|
20,200
|
|
|||||
Provision (benefit) for income taxes
|
(5,465
|
)
|
|
10,799
|
|
|
2,273
|
|
|
—
|
|
|
7,607
|
|
|||||
Income (loss) before equity in net income of subsidiaries
|
(8,917
|
)
|
|
17,620
|
|
|
3,890
|
|
|
—
|
|
|
12,593
|
|
|||||
Equity in net income (loss) of subsidiaries
|
21,510
|
|
|
5,301
|
|
|
17,620
|
|
|
(44,431
|
)
|
|
—
|
|
|||||
Net income (loss)
|
$
|
12,593
|
|
|
$
|
22,921
|
|
|
$
|
21,510
|
|
|
$
|
(44,431
|
)
|
|
$
|
12,593
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income (loss)
|
$
|
12,593
|
|
|
$
|
22,921
|
|
|
$
|
21,510
|
|
|
$
|
(44,431
|
)
|
|
$
|
12,593
|
|
Other comprehensive income (loss), net of taxes
|
(46,202
|
)
|
|
(16,655
|
)
|
|
(29,220
|
)
|
|
45,875
|
|
|
(46,202
|
)
|
|||||
Comprehensive income (loss)
|
$
|
(33,609
|
)
|
|
$
|
6,266
|
|
|
$
|
(7,710
|
)
|
|
$
|
1,444
|
|
|
$
|
(33,609
|
)
|
|
Parent Company
|
|
Guarantor Companies
|
|
Non-Guarantor Companies
|
|
Elimination
|
|
Consolidation
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
741,149
|
|
|
$
|
249,534
|
|
|
$
|
(29,538
|
)
|
|
$
|
961,145
|
|
Cost of goods and services
|
—
|
|
|
565,174
|
|
|
206,949
|
|
|
(26,468
|
)
|
|
745,655
|
|
|||||
Gross profit
|
—
|
|
|
175,975
|
|
|
42,585
|
|
|
(3,070
|
)
|
|
215,490
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling, general and administrative expenses
|
13,491
|
|
|
136,615
|
|
|
30,408
|
|
|
(3,212
|
)
|
|
177,302
|
|
|||||
Restructuring and other related charges
|
—
|
|
|
1,492
|
|
|
42
|
|
|
—
|
|
|
1,534
|
|
|||||
Total operating expenses
|
13,491
|
|
|
138,107
|
|
|
30,450
|
|
|
(3,212
|
)
|
|
178,836
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from operations
|
(13,491
|
)
|
|
37,868
|
|
|
12,135
|
|
|
142
|
|
|
36,654
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest income (expense), net
|
(6,490
|
)
|
|
(14,579
|
)
|
|
(4,393
|
)
|
|
—
|
|
|
(25,462
|
)
|
|||||
Loss from debt extinguishment, net
|
(38,890
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38,890
|
)
|
|||||
Other, net
|
127
|
|
|
3,072
|
|
|
(1,368
|
)
|
|
(142
|
)
|
|
1,689
|
|
|||||
Total other income (expense)
|
(45,253
|
)
|
|
(11,507
|
)
|
|
(5,761
|
)
|
|
(142
|
)
|
|
(62,663
|
)
|
|||||
Income (loss) before taxes
|
(58,744
|
)
|
|
26,361
|
|
|
6,374
|
|
|
—
|
|
|
(26,009
|
)
|
|||||
Provision (benefit) for income taxes
|
(15,579
|
)
|
|
11,692
|
|
|
467
|
|
|
—
|
|
|
(3,420
|
)
|
|||||
Income (loss) before equity in net income of subsidiaries
|
(43,165
|
)
|
|
14,669
|
|
|
5,907
|
|
|
—
|
|
|
(22,589
|
)
|
|||||
Equity in net income (loss) of subsidiaries
|
20,576
|
|
|
5,748
|
|
|
14,669
|
|
|
(40,993
|
)
|
|
—
|
|
|||||
Net income (loss)
|
$
|
(22,589
|
)
|
|
$
|
20,417
|
|
|
$
|
20,576
|
|
|
$
|
(40,993
|
)
|
|
$
|
(22,589
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income (loss)
|
$
|
(22,589
|
)
|
|
$
|
20,417
|
|
|
$
|
20,576
|
|
|
$
|
(40,993
|
)
|
|
$
|
(22,589
|
)
|
Other comprehensive income (loss), net of taxes
|
(498
|
)
|
|
1,869
|
|
|
(2,707
|
)
|
|
838
|
|
|
(498
|
)
|
|||||
Comprehensive income (loss)
|
$
|
(23,087
|
)
|
|
$
|
22,286
|
|
|
$
|
17,869
|
|
|
$
|
(40,155
|
)
|
|
$
|
(23,087
|
)
|
|
Parent Company
|
|
Guarantor Companies
|
|
Non-Guarantor Companies
|
|
Elimination
|
|
Consolidation
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income (loss)
|
$
|
12,593
|
|
|
$
|
22,921
|
|
|
$
|
21,510
|
|
|
$
|
(44,431
|
)
|
|
$
|
12,593
|
|
Net cash provided by (used in) operating activities
|
(49,888
|
)
|
|
(451
|
)
|
|
7,288
|
|
|
—
|
|
|
(43,051
|
)
|
|||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Acquisition of property, plant and equipment
|
(188
|
)
|
|
(30,584
|
)
|
|
(8,941
|
)
|
|
—
|
|
|
(39,713
|
)
|
|||||
Intercompany distributions
|
10,000
|
|
|
(10,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Proceeds from sale of investments
|
8,891
|
|
|
—
|
|
|
|
|
|
—
|
|
|
8,891
|
|
|||||
Proceeds from sale of assets
|
—
|
|
|
12
|
|
|
165
|
|
|
—
|
|
|
177
|
|
|||||
Net cash provided by (used in) investing activities
|
18,703
|
|
|
(40,572
|
)
|
|
(8,776
|
)
|
|
—
|
|
|
(30,645
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Proceeds from issuance of common stock
|
285
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
285
|
|
|||||
Purchase of shares for treasury
|
(37,577
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37,577
|
)
|
|||||
Proceeds from long-term debt
|
97,000
|
|
|
—
|
|
|
2,556
|
|
|
—
|
|
|
99,556
|
|
|||||
Payments of long-term debt
|
(28,101
|
)
|
|
(717
|
)
|
|
(607
|
)
|
|
—
|
|
|
(29,425
|
)
|
|||||
Change in short-term borrowings
|
—
|
|
|
—
|
|
|
(572
|
)
|
|
—
|
|
|
(572
|
)
|
|||||
Financing costs
|
(590
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(590
|
)
|
|||||
Tax effect from exercise/vesting of equity awards, net
|
345
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
345
|
|
|||||
Dividend
|
(3,911
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,911
|
)
|
|||||
Other, net
|
95
|
|
|
21,021
|
|
|
(21,021
|
)
|
|
—
|
|
|
95
|
|
|||||
Net cash provided by (used in) financing activities
|
27,546
|
|
|
20,304
|
|
|
(19,644
|
)
|
|
—
|
|
|
28,206
|
|
|||||
CASH FLOWS FROM DISCONTINUED OPERATIONS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net cash used in discontinued operations
|
—
|
|
|
—
|
|
|
(545
|
)
|
|
—
|
|
|
(545
|
)
|
|||||
Effect of exchange rate changes on cash and equivalents
|
—
|
|
|
—
|
|
|
(3,768
|
)
|
|
—
|
|
|
(3,768
|
)
|
|||||
NET DECREASE IN CASH AND EQUIVALENTS
|
(3,639
|
)
|
|
(20,719
|
)
|
|
(25,445
|
)
|
|
—
|
|
|
(49,803
|
)
|
|||||
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD
|
6,813
|
|
|
31,522
|
|
|
54,070
|
|
|
—
|
|
|
92,405
|
|
|||||
CASH AND EQUIVALENTS AT END OF PERIOD
|
$
|
3,174
|
|
|
$
|
10,803
|
|
|
$
|
28,625
|
|
|
$
|
—
|
|
|
$
|
42,602
|
|
|
Parent Company
|
|
Guarantor Companies
|
|
Non-Guarantor Companies
|
|
Elimination
|
|
Consolidation
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income (loss)
|
$
|
(22,589
|
)
|
|
$
|
20,417
|
|
|
$
|
20,576
|
|
|
$
|
(40,993
|
)
|
|
$
|
(22,589
|
)
|
Net cash provided by (used in) operating activities
|
(30,836
|
)
|
|
(27,389
|
)
|
|
31,649
|
|
|
—
|
|
|
(26,576
|
)
|
|||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Acquisition of property, plant and equipment
|
(618
|
)
|
|
(29,921
|
)
|
|
(4,306
|
)
|
|
—
|
|
|
(34,845
|
)
|
|||||
Acquired businesses, net of cash acquired
|
—
|
|
|
(1,000
|
)
|
|
(21,781
|
)
|
|
—
|
|
|
(22,781
|
)
|
|||||
Intercompany distributions
|
10,000
|
|
|
(10,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Proceeds from sale of assets
|
—
|
|
|
230
|
|
|
64
|
|
|
—
|
|
|
294
|
|
|||||
Net cash provided by (used in) investing activities
|
9,382
|
|
|
(40,691
|
)
|
|
(26,023
|
)
|
|
—
|
|
|
(57,332
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Proceeds from issuance of common stock
|
584
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
584
|
|
|||||
Purchase of shares for treasury
|
(63,370
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(63,370
|
)
|
|||||
Proceeds from long-term debt
|
629,568
|
|
|
10,939
|
|
|
4,007
|
|
|
—
|
|
|
644,514
|
|
|||||
Payments of long-term debt
|
(582,108
|
)
|
|
(12,097
|
)
|
|
7,895
|
|
|
—
|
|
|
(586,310
|
)
|
|||||
Change in short-term borrowings
|
—
|
|
|
—
|
|
|
4,908
|
|
|
—
|
|
|
4,908
|
|
|||||
Financing costs
|
(10,142
|
)
|
|
—
|
|
|
(545
|
)
|
|
—
|
|
|
(10,687
|
)
|
|||||
Purchase of ESOP shares
|
(10,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,000
|
)
|
|||||
Tax effect from exercise/vesting of equity awards, net
|
273
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
273
|
|
|||||
Dividend
|
(8,290
|
)
|
|
5,000
|
|
|
—
|
|
|
—
|
|
|
(3,290
|
)
|
|||||
Other, net
|
144
|
|
|
43,140
|
|
|
(43,140
|
)
|
|
—
|
|
|
144
|
|
|||||
Net cash provided by (used in) financing activities
|
(43,341
|
)
|
|
46,982
|
|
|
(26,875
|
)
|
|
—
|
|
|
(23,234
|
)
|
|||||
CASH FLOWS FROM DISCONTINUED OPERATIONS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net cash used in discontinued operations
|
—
|
|
|
—
|
|
|
(640
|
)
|
|
—
|
|
|
(640
|
)
|
|||||
Effect of exchange rate changes on cash and equivalents
|
—
|
|
|
—
|
|
|
(415
|
)
|
|
—
|
|
|
(415
|
)
|
|||||
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS
|
(64,795
|
)
|
|
(21,098
|
)
|
|
(22,304
|
)
|
|
—
|
|
|
(108,197
|
)
|
|||||
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD
|
68,994
|
|
|
46,357
|
|
|
62,779
|
|
|
—
|
|
|
178,130
|
|
|||||
CASH AND EQUIVALENTS AT END OF PERIOD
|
$
|
4,199
|
|
|
$
|
25,259
|
|
|
$
|
40,475
|
|
|
$
|
—
|
|
|
$
|
69,933
|
|
•
|
HBP consists of two companies, The AMES Companies, Inc. (“AMES”) and Clopay Building Products Company, Inc. (“CBP”):
|
•
|
Telephonics designs, develops and manufactures high-technology integrated information, communication and sensor system solutions for 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.
|
•
|
Discrete tax provisions, net, of
$145
or
$0.00
per share.
|
•
|
Restructuring charges of
$692
(
$429
, net of tax or
$0.01
per share);
|
•
|
Loss from debt extinguishment of $38,890 ($24,964, net of tax or $0.51 per share)
|
•
|
Discrete tax provisions, net, of
$609
or
$0.01
per share; and
|
•
|
Benefit of debt extinguishment on full year effective tax rate of $5,848 or $0.12 per share.
|
•
|
Discrete tax provisions, net, of
$494
or
$0.01
per share.
|
•
|
Restructuring charges of $1,534 (
$951
, net of tax or
$0.02
per share);
|
•
|
Loss from debt extinguishment of $38,890 (
$24,964
, net of tax or
$0.49
per share);
|
•
|
Acquisition costs of $798 (
$495
, net of tax or $0.01 per share);
|
•
|
Discrete tax provisions, net, of
$320
or
$0.01
per share; and
|
•
|
Impact of debt extinguishment on full year effective tax rate of
$5,848
or
$0.12
per share.
|
|
For the Three Months Ended March 31,
|
|
For the Six Months Ended March 31,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net income (loss)
|
$
|
5,122
|
|
|
$
|
(25,825
|
)
|
|
$
|
12,593
|
|
|
$
|
(22,589
|
)
|
Adjusting items, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss from debt extinguishment, net
|
—
|
|
|
24,964
|
|
|
—
|
|
|
24,964
|
|
||||
Restructuring charges
|
—
|
|
|
429
|
|
|
—
|
|
|
951
|
|
||||
Acquisition costs
|
—
|
|
|
—
|
|
|
—
|
|
|
495
|
|
||||
Extinguishment impact on period tax rate (a)
|
—
|
|
|
5,848
|
|
|
—
|
|
|
5,848
|
|
||||
Discrete tax provisions
|
145
|
|
|
609
|
|
|
494
|
|
|
320
|
|
||||
Adjusted net income
|
$
|
5,267
|
|
|
$
|
6,025
|
|
|
$
|
13,087
|
|
|
$
|
9,989
|
|
Diluted income (loss) per common share
|
$
|
0.11
|
|
|
$
|
(0.53
|
)
|
|
$
|
0.26
|
|
|
$
|
(0.44
|
)
|
Adjusting items, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss from debt extinguishment, net
|
—
|
|
|
0.51
|
|
|
—
|
|
|
0.49
|
|
||||
Restructuring charges
|
—
|
|
|
0.01
|
|
|
—
|
|
|
0.02
|
|
||||
Acquisition costs
|
—
|
|
|
—
|
|
|
—
|
|
|
0.01
|
|
||||
Extinguishment impact on period tax rate (a)
|
—
|
|
|
0.12
|
|
|
—
|
|
|
0.12
|
|
||||
Discrete tax provisions
|
—
|
|
|
0.01
|
|
|
0.01
|
|
|
0.01
|
|
||||
Adjusted earnings per common share
|
$
|
0.11
|
|
|
$
|
0.12
|
|
|
$
|
0.27
|
|
|
$
|
0.20
|
|
Weighted-average shares outstanding (in thousands)
|
47,669
|
|
|
48,990
|
|
|
47,682
|
|
|
50,872
|
|
|
For the Three Months Ended March 31,
|
|
For the Six Months Ended March 31,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2015
|
||||||||
Segment operating profit:
|
|
|
|
|
|
|
|
||||||||
Home & Building Products
|
$
|
8,651
|
|
|
$
|
8,818
|
|
|
$
|
25,020
|
|
|
$
|
18,211
|
|
Telephonics
|
9,114
|
|
|
10,677
|
|
|
16,631
|
|
|
21,329
|
|
||||
Plastics
|
9,867
|
|
|
9,352
|
|
|
17,887
|
|
|
15,177
|
|
||||
Total segment operating profit
|
27,632
|
|
|
28,847
|
|
|
59,538
|
|
|
54,717
|
|
||||
Net interest expense
|
(11,857
|
)
|
|
(12,361
|
)
|
|
(23,494
|
)
|
|
(25,462
|
)
|
||||
Unallocated amounts
|
(7,580
|
)
|
|
(8,391
|
)
|
|
(15,844
|
)
|
|
(16,374
|
)
|
||||
Loss from debt extinguishment, net
|
—
|
|
|
(38,890
|
)
|
|
—
|
|
|
(38,890
|
)
|
||||
Income (loss) before taxes
|
$
|
8,195
|
|
|
$
|
(30,795
|
)
|
|
$
|
20,200
|
|
|
$
|
(26,009
|
)
|
|
For the Three Months Ended March 31,
|
|
For the For the Six Months Ended March 31,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Segment adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Home & Building Products
|
$
|
17,330
|
|
|
$
|
17,124
|
|
|
$
|
41,800
|
|
|
$
|
36,191
|
|
Telephonics
|
11,616
|
|
|
12,535
|
|
|
21,648
|
|
|
24,931
|
|
||||
Plastics
|
15,764
|
|
|
16,216
|
|
|
30,315
|
|
|
28,959
|
|
||||
Total Segment adjusted EBITDA
|
44,710
|
|
|
45,875
|
|
|
93,763
|
|
|
90,081
|
|
||||
Net interest expense
|
(11,857
|
)
|
|
(12,361
|
)
|
|
(23,494
|
)
|
|
(25,462
|
)
|
||||
Segment depreciation and amortization
|
(17,078
|
)
|
|
(16,336
|
)
|
|
(34,225
|
)
|
|
(33,032
|
)
|
||||
Unallocated amounts
|
(7,580
|
)
|
|
(8,391
|
)
|
|
(15,844
|
)
|
|
(16,374
|
)
|
||||
Loss from debt extinguishment, net
|
—
|
|
|
(38,890
|
)
|
|
—
|
|
|
(38,890
|
)
|
||||
Restructuring charges
|
—
|
|
|
(692
|
)
|
|
—
|
|
|
(1,534
|
)
|
||||
Acquisition costs
|
—
|
|
|
—
|
|
|
—
|
|
|
(798
|
)
|
||||
Income (loss) before taxes
|
$
|
8,195
|
|
|
$
|
(30,795
|
)
|
|
$
|
20,200
|
|
|
$
|
(26,009
|
)
|
|
For the Three Months Ended March 31,
|
|
For the Six Months Ended March 31,
|
||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
AMES
|
$
|
159,092
|
|
|
|
|
|
$
|
160,705
|
|
|
|
|
|
$
|
292,202
|
|
|
|
|
|
$
|
257,313
|
|
|
|
|
CBP
|
104,513
|
|
|
|
|
|
90,838
|
|
|
|
|
|
243,113
|
|
|
|
|
|
212,680
|
|
|
|
|
||||
Home & Building Products
|
$
|
263,605
|
|
|
|
|
|
$
|
251,543
|
|
|
|
|
|
$
|
535,315
|
|
|
|
|
|
$
|
469,993
|
|
|
|
|
Segment operating profit
|
$
|
8,651
|
|
|
3.3
|
%
|
|
$
|
8,818
|
|
|
3.5
|
%
|
|
$
|
25,020
|
|
|
4.7
|
%
|
|
$
|
18,211
|
|
|
3.9
|
%
|
Depreciation and amortization
|
8,679
|
|
|
|
|
|
7,614
|
|
|
|
|
|
16,780
|
|
|
|
|
|
15,648
|
|
|
|
|
||||
Restructuring charges
|
—
|
|
|
|
|
|
692
|
|
|
|
|
|
—
|
|
|
|
|
|
1,534
|
|
|
|
|
||||
Acquisition costs
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
798
|
|
|
|
|
||||
Segment adjusted EBITDA
|
$
|
17,330
|
|
|
6.6
|
%
|
|
$
|
17,124
|
|
|
6.8
|
%
|
|
$
|
41,800
|
|
|
7.8
|
%
|
|
$
|
36,191
|
|
|
7.7
|
%
|
|
For the Three Months Ended March 31,
|
|
For the Six Months Ended March 31,
|
|||||||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|||||||||||||||||||
Revenue
|
$
|
98,687
|
|
|
|
|
|
$
|
104,185
|
|
|
|
|
|
$
|
189,345
|
|
|
|
|
|
$
|
200,210
|
|
|
|
Segment operating profit
|
$
|
9,114
|
|
|
9.2
|
%
|
|
$
|
10,677
|
|
|
10.2
|
%
|
|
$
|
16,631
|
|
|
8.8
|
%
|
|
$
|
21,329
|
|
|
10.7%
|
Depreciation and amortization
|
2,502
|
|
|
|
|
|
1,858
|
|
|
|
|
|
5,017
|
|
|
|
|
|
3,602
|
|
|
|
||||
Segment adjusted EBITDA
|
$
|
11,616
|
|
|
11.8
|
%
|
|
$
|
12,535
|
|
|
12.0
|
%
|
|
$
|
21,648
|
|
|
11.4
|
%
|
|
$
|
24,931
|
|
|
12.5%
|
|
For the Three Months Ended March 31,
|
|
For the Six Months Ended March 31,
|
||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||||||||||
Revenue
|
$
|
137,728
|
|
|
|
|
|
$
|
151,959
|
|
|
|
|
|
$
|
277,520
|
|
|
|
|
|
$
|
290,942
|
|
|
|
|
Segment operating profit
|
$
|
9,867
|
|
|
7.2
|
%
|
|
$
|
9,352
|
|
|
6.2
|
%
|
|
$
|
17,887
|
|
|
6.4
|
%
|
|
$
|
15,177
|
|
|
5.2
|
%
|
Depreciation and amortization
|
5,897
|
|
|
|
|
|
6,864
|
|
|
|
|
|
12,428
|
|
|
|
|
|
13,782
|
|
|
|
|
||||
Segment adjusted EBITDA
|
$
|
15,764
|
|
|
11.4
|
%
|
|
$
|
16,216
|
|
|
10.7
|
%
|
|
$
|
30,315
|
|
|
10.9
|
%
|
|
$
|
28,959
|
|
|
10.0
|
%
|
•
|
The United States Government and its agencies, through either prime or subcontractor relationships, represented 14% of Griffon’s consolidated revenue and 72% of Telephonics’ revenue.
|
•
|
Procter & Gamble Co. represented 14% of Griffon’s consolidated revenue and 51% of Plastics’ revenue.
|
•
|
The Home Depot represented 11% of Griffon’s consolidated revenue and 21% of HBP’s revenue.
|
Cash and Equivalents and Debt
|
March 31,
|
|
September 30,
|
||||
(in thousands)
|
2015
|
|
2014
|
||||
Cash and equivalents
|
$
|
42,602
|
|
|
$
|
92,405
|
|
Notes payables and current portion of long-term debt
|
9,162
|
|
|
7,886
|
|
||
Long-term debt, net of current maturities
|
858,315
|
|
|
791,301
|
|
||
Debt discount and issuance costs
|
20,687
|
|
|
23,384
|
|
||
Total debt
|
888,164
|
|
|
822,571
|
|
||
Debt, net of cash and equivalents
|
$
|
845,562
|
|
|
$
|
730,166
|
|
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
(1)
|
||||||
January 1 - 31, 2015
|
547,626
|
|
(2)
|
|
$
|
13.46
|
|
|
533,000
|
|
|
|
|
|
February 1 - 28, 2015
|
398,200
|
|
|
|
15.64
|
|
|
398,200
|
|
|
|
|
||
March 1 - 31, 2015
|
650,000
|
|
|
|
16.63
|
|
|
650,000
|
|
|
|
|
||
Total
|
1,595,826
|
|
|
|
$
|
15.31
|
|
|
1,581,200
|
|
|
$
|
52,362
|
|
1.
|
On each of May 1, 2014 and March 31, 2015, the Company’s Board of Directors authorized the repurchase of up to $50,000 of Griffon common stock; as of March 31, 2015, an aggregate of $52,362 remained available for the purchase of Griffon common stock under the May 1, 2014 and March 31, 2015 $50,000 Board authorized repurchase programs.
|
2.
|
Includes (a) 533,000 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) 14,626 shares acquired by the Company from holders of restricted stock upon vesting of the restricted stock, to satisfy tax-withholding obligations of the holders.
|
|
GRIFFON CORPORATION
|
|
|
|
|
|
/s/ Douglas J. Wetmore
|
|
|
Douglas J. Wetmore
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
/s/ Brian G. Harris
|
|
|
Brian G. Harris
|
|
|
Vice President, Controller and Chief Accounting Officer
|
|
|
(Principal Accounting Officer)
|
|
•
|
Annual retainer fee in the amount of $50,000
|
•
|
Additional annual retainer fee in the amount of $75,000 for the Non-executive Chairman of the Board
|
•
|
Additional annual retainer fee for the Chairmen of the following Committees:
|
◦
|
Audit – $15,000
|
◦
|
Compensation – $12,500
|
◦
|
Finance – $10,000
|
◦
|
Nominating and Corporate Governance – $5,000
|
•
|
Additional annual retainer fee in the amount of $15,000 for the Lead Independent Director
|
•
|
Fee in the amount of $1,500 for attending any meeting of the Board
|
•
|
Fee in the amount of $2,500 for attending any meeting of the Audit Committee
|
•
|
Fee in the amount of $1,500 for attending any meeting of any committee other than the Audit Committee
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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;
|
(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/ Ronald J. Kramer
|
|
|
Ronald J. Kramer
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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;
|
(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
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
/s/ Ronald J. Kramer
|
|
|
Name: Ronald J. Kramer
|
|
|
Date: April 30, 2015
|
|
|
/s/ Douglas J. Wetmore
|
|
|
Name: Douglas J. Wetmore
|
|
|
Date: April 30, 2015
|
|