ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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DELAWARE
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11-1893410
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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712 Fifth Ave, 18
th
Floor, New York, New York
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10019
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
o
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Accelerated filer
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ý
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Non-accelerated filer
o
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Smaller reporting company
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o
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(Do not check if a smaller reporting company)
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Page
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(Unaudited)
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March 31,
2016 |
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September 30,
2015 |
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CURRENT ASSETS
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Cash and equivalents
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$
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54,282
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$
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52,001
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Accounts receivable, net of allowances of $6,311 and $5,342
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261,161
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218,755
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Contract costs and recognized income not yet billed, net of progress payments of $15,273 and $16,467
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108,480
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103,895
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Inventories, net
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311,567
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325,809
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Prepaid and other current assets
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53,022
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55,086
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Assets of discontinued operations
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1,325
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1,316
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Total Current Assets
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789,837
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756,862
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PROPERTY, PLANT AND EQUIPMENT, net
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386,109
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379,972
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GOODWILL
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360,094
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356,241
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INTANGIBLE ASSETS, net
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214,733
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213,837
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OTHER ASSETS
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25,482
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22,346
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ASSETS OF DISCONTINUED OPERATIONS
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2,259
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2,175
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Total Assets
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$
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1,778,514
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$
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1,731,433
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CURRENT LIABILITIES
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Notes payable and current portion of long-term debt
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$
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19,217
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$
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16,593
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Accounts payable
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161,737
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199,811
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Accrued liabilities
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98,889
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104,997
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Liabilities of discontinued operations
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1,924
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2,229
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Total Current Liabilities
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281,767
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323,630
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LONG-TERM DEBT, net
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922,563
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826,976
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OTHER LIABILITIES
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145,583
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146,923
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LIABILITIES OF DISCONTINUED OPERATIONS
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3,220
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3,379
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Total Liabilities
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1,353,133
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1,300,908
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COMMITMENTS AND CONTINGENCIES - See Note 18
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SHAREHOLDERS’ EQUITY
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Total Shareholders’ Equity
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425,381
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430,525
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Total Liabilities and Shareholders’ Equity
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$
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1,778,514
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$
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1,731,433
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COMMON STOCK
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CAPITAL IN
EXCESS OF
PAR VALUE
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RETAINED
EARNINGS
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TREASURY SHARES
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ACCUMULATED
OTHER
COMPREHENSIVE
INCOME (LOSS)
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DEFERRED
COMPENSATION
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||||||||||||||||||||
(in thousands)
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SHARES
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PAR VALUE
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SHARES
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COST
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Total
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||||||||||||||||||||
Balance at September 30, 2015
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79,080
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$
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19,770
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$
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518,485
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$
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454,548
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30,737
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$
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(436,559
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)
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$
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(91,188
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)
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$
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(34,531
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)
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$
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430,525
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Net income
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—
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—
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—
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14,691
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—
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—
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—
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—
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14,691
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|||||||
Dividend
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—
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—
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—
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(4,508
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)
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—
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—
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—
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—
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(4,508
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)
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|||||||
Tax effect from exercise/vesting of equity awards, net
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—
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—
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2,291
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—
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—
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—
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—
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—
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2,291
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|||||||
Amortization of deferred compensation
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—
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—
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—
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—
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—
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—
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—
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1,400
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1,400
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|||||||
Common stock acquired
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—
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—
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—
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—
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2,138
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(33,640
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)
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—
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—
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(33,640
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)
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|||||||
Equity awards granted, net
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990
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247
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(247
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)
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—
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—
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—
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—
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—
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—
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|||||||
ESOP allocation of common stock
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—
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—
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625
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—
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—
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—
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—
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—
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625
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|||||||
Stock-based compensation
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—
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—
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5,555
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—
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—
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—
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—
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—
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5,555
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|||||||
Other comprehensive income, net of tax
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—
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—
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—
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—
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—
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—
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8,442
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—
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8,442
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Balance at March 31, 2016
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80,070
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$
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20,017
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$
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526,709
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$
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464,731
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32,875
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$
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(470,199
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)
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$
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(82,746
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)
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$
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(33,131
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)
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$
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425,381
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Three Months Ended March 31,
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Six Months Ended March 31,
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||||||||||||
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2016
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2015
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2016
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2015
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||||||||
Revenue
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$
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500,107
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$
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500,020
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$
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994,256
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$
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1,002,180
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Cost of goods and services
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385,950
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385,645
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763,994
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769,816
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||||
Gross profit
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114,157
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114,375
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230,262
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232,364
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Selling, general and administrative expenses
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91,586
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93,566
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182,885
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187,462
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||||
Income from operations
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22,571
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20,809
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47,377
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44,902
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||||
Other income (expense)
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Interest expense
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(12,392
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)
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(12,012
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)
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(24,415
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)
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(23,766
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)
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||||
Interest income
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44
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155
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55
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272
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Other, net
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(385
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)
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(757
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)
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170
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(1,208
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)
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||||
Total other expense, net
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(12,733
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)
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(12,614
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)
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(24,190
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)
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(24,702
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)
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||||
Income before taxes
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9,838
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8,195
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23,187
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20,200
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Provision for income taxes
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3,743
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3,073
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8,496
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7,607
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||||
Net income
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$
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6,095
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$
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5,122
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$
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14,691
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$
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12,593
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Basic income per common share
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$
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0.15
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$
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0.11
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$
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0.35
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$
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0.27
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Weighted-average shares outstanding
|
41,426
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|
|
45,349
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|
|
41,697
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|
|
45,829
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|
||||
Diluted income per common share
|
$
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0.14
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|
|
$
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0.11
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|
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$
|
0.33
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|
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$
|
0.26
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|
Weighted-average shares outstanding
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43,891
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|
|
47,669
|
|
|
44,727
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|
|
47,682
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|
||||
Dividends paid per common share
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$
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0.05
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$
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0.04
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|
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$
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0.10
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|
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$
|
0.08
|
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Net income
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$
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6,095
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|
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$
|
5,122
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$
|
14,691
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|
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$
|
12,593
|
|
Other comprehensive income (loss), net of taxes:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustments
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13,683
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|
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(30,384
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)
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10,334
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|
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(45,884
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)
|
||||
Pension and other post retirement plans
|
386
|
|
|
353
|
|
|
772
|
|
|
706
|
|
||||
Change in cash flow hedges
|
(1,649
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)
|
|
(80
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)
|
|
(2,664
|
)
|
|
(154
|
)
|
||||
Change in available-for-sale securities
|
—
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|
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92
|
|
|
—
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|
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(870
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)
|
||||
Total other comprehensive income (loss), net of taxes
|
12,420
|
|
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(30,019
|
)
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|
8,442
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(46,202
|
)
|
||||
Comprehensive income (loss), net
|
$
|
18,515
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|
|
$
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(24,897
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)
|
|
$
|
23,133
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|
|
$
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(33,609
|
)
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Six Months Ended March 31,
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||||||
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2016
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|
2015
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||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||
Net income
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$
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14,691
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|
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$
|
12,593
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Adjustments to reconcile net income to net cash used in operating activities:
|
|
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|
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||
Depreciation and amortization
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34,202
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|
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34,453
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|
||
Stock-based compensation
|
5,555
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|
|
5,372
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|
||
Provision for losses on accounts receivable
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(13
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)
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|
242
|
|
||
Amortization of debt discounts and issuance costs
|
3,384
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|
|
3,265
|
|
||
Deferred income taxes
|
1,537
|
|
|
1,282
|
|
||
Gain on sale of assets and investments
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(255
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)
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|
(315
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)
|
||
Change in assets and liabilities, net of assets and liabilities acquired:
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|
|
|
|
|
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Increase in accounts receivable and contract costs and recognized income not yet billed
|
(43,751
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)
|
|
(23,424
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)
|
||
Decrease (increase) in inventories
|
17,617
|
|
|
(39,252
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)
|
||
Decrease in prepaid and other assets
|
2,220
|
|
|
754
|
|
||
Decrease in accounts payable, accrued liabilities and income taxes payable
|
(42,632
|
)
|
|
(40,244
|
)
|
||
Other changes, net
|
2,037
|
|
|
2,223
|
|
||
Net cash used in operating activities
|
(5,408
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)
|
|
(43,051
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)
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||
Acquisition of property, plant and equipment
|
(45,952
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)
|
|
(39,713
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)
|
||
Acquired businesses, net of cash acquired
|
(4,470
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)
|
|
—
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|
||
Proceeds from sale of assets
|
868
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|
|
177
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|
||
Investment sales
|
715
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|
|
8,891
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|
||
Net cash used in investing activities
|
(48,839
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)
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(30,645
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)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
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|
|
|
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|
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Proceeds from issuance of common stock
|
—
|
|
|
285
|
|
||
Dividends paid
|
(4,508
|
)
|
|
(3,911
|
)
|
||
Purchase of shares for treasury
|
(33,640
|
)
|
|
(37,577
|
)
|
||
Proceeds from long-term debt
|
139,604
|
|
|
99,556
|
|
||
Payments of long-term debt
|
(46,323
|
)
|
|
(29,425
|
)
|
||
Change in short-term borrowings
|
(191
|
)
|
|
(572
|
)
|
||
Financing costs
|
(1,120
|
)
|
|
(590
|
)
|
||
Tax benefit from exercise/vesting of equity awards, net
|
2,291
|
|
|
345
|
|
||
Other, net
|
208
|
|
|
95
|
|
||
Net cash provided by financing activities
|
56,321
|
|
|
28,206
|
|
||
CASH FLOWS FROM DISCONTINUED OPERATIONS:
|
|
|
|
|
|
||
Net cash used in operating activities
|
(578
|
)
|
|
(545
|
)
|
||
Net cash used in discontinued operations
|
(578
|
)
|
|
(545
|
)
|
||
Effect of exchange rate changes on cash and equivalents
|
785
|
|
|
(3,768
|
)
|
||
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS
|
2,281
|
|
|
(49,803
|
)
|
||
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD
|
52,001
|
|
|
92,405
|
|
||
CASH AND EQUIVALENTS AT END OF PERIOD
|
$
|
54,282
|
|
|
$
|
42,602
|
|
•
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Home & Building Products (“HBP”) consists of
two
companies, The AMES Companies, Inc. (“AMES”) and Clopay Building Products Company, Inc. (“CBP”):
|
-
|
AMES is a global provider of non-powered landscaping products for homeowners and professionals.
|
-
|
CBP is a leading manufacturer and marketer of residential, commercial and industrial garage doors to professional dealers and major home center retail chains.
|
•
|
Telephonics Corporation (“Telephonics”) designs, develops and manufactures high-technology integrated information, communication and sensor system solutions for military and commercial markets worldwide.
|
•
|
Clopay Plastic Products Company, Inc. (“PPC”) 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.
|
|
At March 31, 2016
|
|
At September 30, 2015
|
||||
Raw materials and supplies
|
$
|
83,854
|
|
|
$
|
91,973
|
|
Work in process
|
66,862
|
|
|
70,811
|
|
||
Finished goods
|
160,851
|
|
|
163,025
|
|
||
Total
|
$
|
311,567
|
|
|
$
|
325,809
|
|
|
At March 31, 2016
|
|
At September 30, 2015
|
||||
Land, building and building improvements
|
$
|
131,200
|
|
|
$
|
131,546
|
|
Machinery and equipment
|
782,300
|
|
|
747,194
|
|
||
Leasehold improvements
|
46,610
|
|
|
47,465
|
|
||
|
960,110
|
|
|
926,205
|
|
||
Accumulated depreciation and amortization
|
(574,001
|
)
|
|
(546,233
|
)
|
||
Total
|
$
|
386,109
|
|
|
$
|
379,972
|
|
|
At September 30, 2015
|
|
Other
adjustments including currency translations |
|
At March 31, 2016
|
||||||
Home & Building Products
|
$
|
285,825
|
|
|
$
|
1,774
|
|
|
$
|
287,599
|
|
Telephonics
|
18,545
|
|
|
—
|
|
|
18,545
|
|
|||
PPC
|
51,871
|
|
|
2,079
|
|
|
53,950
|
|
|||
Total
|
$
|
356,241
|
|
|
$
|
3,853
|
|
|
$
|
360,094
|
|
|
At March 31, 2016
|
|
|
|
At September 30, 2015
|
||||||||||||
|
Gross Carrying Amount
|
|
Accumulated
Amortization
|
|
Average
Life
(Years)
|
|
Gross Carrying Amount
|
|
Accumulated
Amortization
|
||||||||
Customer relationships
|
$
|
171,123
|
|
|
$
|
43,882
|
|
|
25
|
|
$
|
168,560
|
|
|
$
|
39,755
|
|
Unpatented technology
|
6,195
|
|
|
3,864
|
|
|
12.5
|
|
6,107
|
|
|
3,525
|
|
||||
Total amortizable intangible assets
|
177,318
|
|
|
47,746
|
|
|
|
|
174,667
|
|
|
43,280
|
|
||||
Trademarks
|
85,161
|
|
|
—
|
|
|
|
|
82,450
|
|
|
—
|
|
||||
Total intangible assets
|
$
|
262,479
|
|
|
$
|
47,746
|
|
|
|
|
$
|
257,117
|
|
|
$
|
43,280
|
|
|
|
At March 31, 2016
|
|
At September 30, 2015
|
||||||||||||||||||||||||||||||||||
|
|
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
|
|
|
$
|
—
|
|
|
$
|
(7,620
|
)
|
|
$
|
592,380
|
|
|
5.25
|
%
|
|
$
|
600,000
|
|
|
$
|
—
|
|
|
$
|
(8,264
|
)
|
|
$
|
591,736
|
|
|
5.25
|
%
|
Revolver due 2021
|
(b)
|
122,500
|
|
|
—
|
|
|
(2,699
|
)
|
|
119,801
|
|
|
n/a
|
|
|
35,000
|
|
|
—
|
|
|
(2,049
|
)
|
|
32,951
|
|
|
n/a
|
|
||||||||
Convert. debt due 2017
|
(c)
|
100,000
|
|
|
(3,468
|
)
|
|
(369
|
)
|
|
96,163
|
|
|
4.00
|
%
|
|
100,000
|
|
|
(5,594
|
)
|
|
(571
|
)
|
|
93,835
|
|
|
4.00
|
%
|
||||||||
Real estate mortgages
|
(d)
|
39,204
|
|
|
—
|
|
|
(648
|
)
|
|
38,556
|
|
|
n/a
|
|
|
32,280
|
|
|
—
|
|
|
(470
|
)
|
|
31,810
|
|
|
n/a
|
|
||||||||
ESOP Loans
|
(e)
|
35,643
|
|
|
—
|
|
|
(189
|
)
|
|
35,454
|
|
|
n/a
|
|
|
36,744
|
|
|
—
|
|
|
(224
|
)
|
|
36,520
|
|
|
n/a
|
|
||||||||
Capital lease - real estate
|
(f)
|
6,993
|
|
|
—
|
|
|
(143
|
)
|
|
6,850
|
|
|
5.00
|
%
|
|
7,524
|
|
|
—
|
|
|
(156
|
)
|
|
7,368
|
|
|
5.00
|
%
|
||||||||
Non U.S. lines of credit
|
(g)
|
11,465
|
|
|
—
|
|
|
(9
|
)
|
|
11,456
|
|
|
n/a
|
|
|
8,934
|
|
|
—
|
|
|
(3
|
)
|
|
8,931
|
|
|
n/a
|
|
||||||||
Non U.S. term loans
|
(g)
|
37,681
|
|
|
—
|
|
|
(243
|
)
|
|
37,438
|
|
|
n/a
|
|
|
39,142
|
|
|
—
|
|
|
(299
|
)
|
|
38,843
|
|
|
n/a
|
|
||||||||
Other long term debt
|
(h)
|
3,706
|
|
|
—
|
|
|
(24
|
)
|
|
3,682
|
|
|
n/a
|
|
|
1,575
|
|
|
—
|
|
|
—
|
|
|
1,575
|
|
|
n/a
|
|
||||||||
Totals
|
|
957,192
|
|
|
(3,468
|
)
|
|
(11,944
|
)
|
|
941,780
|
|
|
|
|
|
861,199
|
|
|
(5,594
|
)
|
|
(12,036
|
)
|
|
843,569
|
|
|
|
|
||||||||
less: Current portion
|
|
(19,217
|
)
|
|
—
|
|
|
—
|
|
|
(19,217
|
)
|
|
|
|
|
(16,593
|
)
|
|
—
|
|
|
—
|
|
|
(16,593
|
)
|
|
|
|
||||||||
Long-term debt
|
|
$
|
937,975
|
|
|
$
|
(3,468
|
)
|
|
$
|
(11,944
|
)
|
|
$
|
922,563
|
|
|
|
|
|
$
|
844,606
|
|
|
$
|
(5,594
|
)
|
|
$
|
(12,036
|
)
|
|
$
|
826,976
|
|
|
|
|
|
|
Three Months Ended March 31, 2016
|
|
Three Months Ended March 31, 2015
|
||||||||||||||||||||||||||||||||||
|
|
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 2022
|
(a)
|
5.5
|
%
|
|
7,875
|
|
|
—
|
|
|
323
|
|
|
8,198
|
|
|
5.5%
|
|
|
7,875
|
|
|
—
|
|
|
322
|
|
|
8,197
|
|
||||||||
Revolver due 2021
|
(b)
|
n/a
|
|
|
954
|
|
|
—
|
|
|
122
|
|
|
1,076
|
|
|
n/a
|
|
|
659
|
|
|
—
|
|
|
133
|
|
|
792
|
|
||||||||
Convert. debt due 2017
|
(c)
|
9.2
|
%
|
|
1,000
|
|
|
1,079
|
|
|
111
|
|
|
2,190
|
|
|
9.1
|
%
|
|
1,000
|
|
|
990
|
|
|
110
|
|
|
2,100
|
|
||||||||
Real estate mortgages
|
(d)
|
2.2
|
%
|
|
154
|
|
|
—
|
|
|
17
|
|
|
171
|
|
|
3.8
|
%
|
|
116
|
|
|
—
|
|
|
36
|
|
|
152
|
|
||||||||
ESOP Loans
|
(e)
|
3.3
|
%
|
|
275
|
|
|
—
|
|
|
17
|
|
|
292
|
|
|
2.9
|
%
|
|
254
|
|
|
—
|
|
|
18
|
|
|
272
|
|
||||||||
Capital lease - real estate
|
(f)
|
5.4
|
%
|
|
90
|
|
|
—
|
|
|
7
|
|
|
97
|
|
|
5.3
|
%
|
|
102
|
|
|
—
|
|
|
6
|
|
|
108
|
|
||||||||
Non U.S. lines of credit
|
(g)
|
n/a
|
|
|
97
|
|
|
—
|
|
|
22
|
|
|
119
|
|
|
n/a
|
|
|
109
|
|
|
—
|
|
|
—
|
|
|
109
|
|
||||||||
Non U.S. term loans
|
(g)
|
n/a
|
|
|
272
|
|
|
—
|
|
|
13
|
|
|
285
|
|
|
n/a
|
|
|
337
|
|
|
—
|
|
|
14
|
|
|
351
|
|
||||||||
Other long term debt
|
(h)
|
n/a
|
|
|
79
|
|
|
—
|
|
|
—
|
|
|
79
|
|
|
n/a
|
|
|
22
|
|
|
—
|
|
|
2
|
|
|
24
|
|
||||||||
Capitalized interest
|
|
|
|
|
(118
|
)
|
|
—
|
|
|
3
|
|
|
(115
|
)
|
|
|
|
|
(93
|
)
|
|
—
|
|
|
—
|
|
|
(93
|
)
|
||||||||
Totals
|
|
|
|
|
$
|
10,678
|
|
|
$
|
1,079
|
|
|
$
|
635
|
|
|
$
|
12,392
|
|
|
|
|
|
$
|
10,381
|
|
|
$
|
990
|
|
|
$
|
641
|
|
|
$
|
12,012
|
|
|
|
Six Months Ended March 31, 2016
|
|
Six Months Ended March 31, 2015
|
||||||||||||||||||||||||||||||||||
|
|
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 2022
|
(a)
|
5.5
|
%
|
|
15,750
|
|
|
—
|
|
|
645
|
|
|
16,395
|
|
|
5.5
|
%
|
|
15,750
|
|
|
—
|
|
|
644
|
|
|
16,394
|
|
||||||||
Revolver due 2021
|
(b)
|
n/a
|
|
|
1,525
|
|
|
—
|
|
|
237
|
|
|
1,762
|
|
|
n/a
|
|
|
997
|
|
|
—
|
|
|
291
|
|
|
1,288
|
|
||||||||
Convert. debt due 2017
|
(c)
|
9.0
|
%
|
|
2,000
|
|
|
2,127
|
|
|
222
|
|
|
4,349
|
|
|
9.2
|
%
|
|
2,000
|
|
|
1,952
|
|
|
221
|
|
|
4,173
|
|
||||||||
Real estate mortgages
|
(d)
|
2.1
|
%
|
|
305
|
|
|
—
|
|
|
29
|
|
|
334
|
|
|
3.8
|
%
|
|
240
|
|
|
—
|
|
|
72
|
|
|
312
|
|
||||||||
ESOP Loans
|
(e)
|
3.1
|
%
|
|
531
|
|
|
—
|
|
|
35
|
|
|
566
|
|
|
2.9
|
%
|
|
514
|
|
|
—
|
|
|
35
|
|
|
549
|
|
||||||||
Capital lease - real estate
|
(f)
|
5.4
|
%
|
|
183
|
|
|
—
|
|
|
13
|
|
|
196
|
|
|
5.3
|
%
|
|
208
|
|
|
—
|
|
|
12
|
|
|
220
|
|
||||||||
Non U.S. lines of credit
|
(g)
|
n/a
|
|
|
356
|
|
|
—
|
|
|
46
|
|
|
402
|
|
|
n/a
|
|
|
250
|
|
|
—
|
|
|
—
|
|
|
250
|
|
||||||||
Non U.S. term loans
|
(g)
|
n/a
|
|
|
556
|
|
|
—
|
|
|
26
|
|
|
582
|
|
|
n/a
|
|
|
725
|
|
|
—
|
|
|
30
|
|
|
755
|
|
||||||||
Other long term debt
|
(h)
|
n/a
|
|
|
98
|
|
|
—
|
|
|
—
|
|
|
98
|
|
|
n/a
|
|
|
53
|
|
|
—
|
|
|
8
|
|
|
61
|
|
||||||||
Capitalized interest
|
|
|
|
|
(274
|
)
|
|
—
|
|
|
5
|
|
|
(269
|
)
|
|
|
|
|
(236
|
)
|
|
—
|
|
|
—
|
|
|
(236
|
)
|
||||||||
Totals
|
|
|
|
|
$
|
21,030
|
|
|
$
|
2,127
|
|
|
$
|
1,258
|
|
|
$
|
24,415
|
|
|
|
|
|
$
|
20,501
|
|
|
$
|
1,952
|
|
|
$
|
1,313
|
|
|
$
|
23,766
|
|
(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 March 22, 2016, Griffon amended its Revolving Credit Facility (the “Credit Agreement”) to increase the maximum borrowing availability from
$250,000
to
$350,000
, extend its maturity date from March 13, 2020 to March 22, 2021 and modify certain other provisions of the facility. The facility includes a letter of credit sub-facility with a limit of
$50,000
and a multi-currency sub-facility of
$50,000
. The Credit Agreement provides for same day borrowings of base rate loans in lieu of a swing line sub-facility. Borrowings under the Credit Agreement may be repaid and re-borrowed at any time, subject to final maturity of the facility or the occurrence or event of default under the Credit Agreement. Interest is payable on borrowings at either a LIBOR or base rate benchmark rate, in each case without a floor, plus an applicable margin, which adjusts based on financial performance. Current margins are
1.25%
for base rate loans and
2.25%
for LIBOR loans. The Credit Agreement has certain financial maintenance tests including a maximum total leverage ratio, a maximum senior secured leverage ratio and a minimum interest coverage ratio, as well as customary affirmative and negative covenants, and events of default. The negative covenants place limits on Griffon's ability to, among other things, incur indebtedness, incur liens, and make restricted payments and investments. Borrowings under the Credit Agreement are guaranteed by Griffon’s material domestic subsidiaries and are secured, on a first priority basis, by substantially all domestic assets of the Company and the guarantors, and a pledge of not greater than
65%
of the equity interest in Griffon’s material, first-tier foreign subsidiaries (except that a lien on the assets of Griffon's material domestic subsidiaries securing a limited amount of the debt under the credit agreement relating to Griffon's Employee Stock Ownership Plan ("ESOP") ranks pari passu with the lien granted on such assets under the Credit Agreement; see footnote (e) below). At
March 31, 2016
, outstanding borrowings and standby letters of credit were
$122,500
and
$15,922
, respectively, under the Credit Agreement;
$211,578
was available, subject to certain loan covenants, for borrowing at that date.
|
(c)
|
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
70.1631
shares of Griffon’s common stock per
$1
principal amount of notes, corresponding to a conversion price of
$14.25
per share. Prior to July 15, 2016, if for at least
20
trading days out of the last
30
trading days during any fiscal quarter the closing price of Griffon's common stock is
130%
or greater than the conversion price on each such trading day, then at any time during the immediately subsequent fiscal quarter any holder has the option to convert such holder's note (and the Company is required to notify the trustee under the notes, and the holders of the notes, that this condition to conversion has been met). At any time on or after July 15, 2016, any holder has the option to convert such holder's notes; Griffon has the right to settle the conversion of the 2017 Notes in cash, stock or a combination of cash and stock. Griffon has the intent and ability to settle the principal components of any conversion of notes in cash. 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
42
nd trading day prior to maturity of the notes; and (iii) such time as the cumulative adjustment equals or exceeds
1%
. At both
March 31, 2016
and 2015, 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
$115,375
on
March 31, 2016
based upon quoted market prices (level 1 inputs). These notes are classified as long term debt as Griffon has the intent and ability to refinance the principal amount of the notes, including with borrowings under the Credit Agreement.
|
(d)
|
In September 2015 and March 2016, Griffon entered into mortgage loans in the amounts of
$32,280
and
$8,000
, respectively. The mortgage loans are secured by
four
properties occupied by Griffon's subsidiaries. The loans mature in September 2025 and April 2018, respectively, are collateralized by the specific properties financed and are guaranteed by Griffon.
The loans bear interest at a rate of LIBOR plus 1.50%
. At
March 31, 2016
,
$38,556
was outstanding, net of issuance costs.
|
(e)
|
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 shares of Griffon common stock in the open market. In July 2014, Griffon's ESOP entered into an amendment to 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
$551
, 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. As of
March 31, 2016
,
$35,454
, net of issuance costs, 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.
|
(f)
|
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. At
March 31, 2016
,
$6,850
was outstanding, net of issuance costs.
|
(g)
|
In September 2015, Clopay Europe GmbH (“Clopay Europe”) entered into a EUR
5,000
(
$5,678
as of
March 31, 2016
) revolving credit facility and EUR
15,000
term loan. The term loan is payable in
twelve
quarterly installments of EUR
1,250
, bears interest at a fixed rate of
2.5%
and matures in September 2018. The revolving facility matures in September 2016, but is renewable upon mutual agreement with the bank.
The revolving credit facility accrues interest at EURIBOR plus 1.75% per annum (1.75% at March 31, 2016).
The revolver and the term loan are both secured by substantially all of the assets of Clopay Europe and its subsidiaries. Griffon guarantees the revolving facility and term loan. The term loan has an outstanding balance of EUR
12,500
(
$14,006
at
March 31, 2016
, net of issuance costs) and the revolver had
no
borrowings outstanding at
March 31, 2016
. Clopay Europe is required to maintain a certain minimum equity to assets ratio and is subject to a maximum debt leverage ratio (defined as the ratio of total debt to EBITDA).
|
(h)
|
Other long-term debt primarily consists of a loan with the Pennsylvania Industrial Development Authority with the balance consisting of capital leases.
|
|
Three Months Ended March 31,
|
|
Six Months Ended March 31,
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Weighted average shares outstanding - basic
|
41,426
|
|
|
45,349
|
|
|
41,697
|
|
|
45,829
|
|
Incremental shares from stock based compensation
|
2,059
|
|
|
1,874
|
|
|
2,135
|
|
|
1,853
|
|
Convertible debt due 2017
|
406
|
|
|
446
|
|
|
895
|
|
|
—
|
|
|
|
|
|
|
|
|
|
||||
Weighted average shares outstanding - diluted
|
43,891
|
|
|
47,669
|
|
|
44,727
|
|
|
47,682
|
|
|
|
|
|
|
|
|
|
||||
Anti-dilutive options excluded from diluted EPS computation
|
416
|
|
|
567
|
|
|
418
|
|
|
580
|
|
•
|
HBP is a leading manufacturer and marketer of residential, commercial and industrial garage doors to professional dealers and major home center retail chains, as well as a global provider of non-powered landscaping products for homeowners and professionals.
|
•
|
Telephonics develops, designs and manufactures high-technology integrated information, communication and sensor system solutions for military and commercial markets worldwide.
|
•
|
PPC 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
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Home & Building Products:
|
|
|
|
|
|
|
|
|
|
|
|
||||
AMES
|
$
|
165,847
|
|
|
$
|
159,092
|
|
|
$
|
284,137
|
|
|
$
|
292,202
|
|
CBP
|
113,387
|
|
|
104,513
|
|
|
256,295
|
|
|
243,113
|
|
||||
Home & Building Products
|
279,234
|
|
|
263,605
|
|
|
540,432
|
|
|
535,315
|
|
||||
Telephonics
|
105,874
|
|
|
98,687
|
|
|
214,911
|
|
|
189,345
|
|
||||
PPC
|
114,999
|
|
|
137,728
|
|
|
238,913
|
|
|
277,520
|
|
||||
Total consolidated net sales
|
$
|
500,107
|
|
|
$
|
500,020
|
|
|
$
|
994,256
|
|
|
$
|
1,002,180
|
|
|
For the Three Months Ended March 31,
|
|
For the Six Months Ended March 31,
|
||||||||||||
INCOME BEFORE TAXES
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Segment operating profit:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Home & Building Products
|
$
|
17,810
|
|
|
$
|
8,651
|
|
|
$
|
38,969
|
|
|
$
|
25,020
|
|
Telephonics
|
7,875
|
|
|
9,114
|
|
|
15,688
|
|
|
16,631
|
|
||||
PPC
|
5,880
|
|
|
9,867
|
|
|
11,897
|
|
|
17,887
|
|
||||
Total segment operating profit
|
31,565
|
|
|
27,632
|
|
|
66,554
|
|
|
59,538
|
|
||||
Net interest expense
|
(12,348
|
)
|
|
(11,857
|
)
|
|
(24,360
|
)
|
|
(23,494
|
)
|
||||
Unallocated amounts
|
(9,379
|
)
|
|
(7,580
|
)
|
|
(19,007
|
)
|
|
(15,844
|
)
|
||||
Income before taxes
|
$
|
9,838
|
|
|
$
|
8,195
|
|
|
$
|
23,187
|
|
|
$
|
20,200
|
|
|
For the Three Months Ended March 31,
|
|
For the Six Months Ended March 31,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Segment adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Home & Building Products
|
$
|
26,338
|
|
|
$
|
17,330
|
|
|
$
|
56,167
|
|
|
$
|
41,800
|
|
Telephonics
|
10,444
|
|
|
11,616
|
|
|
20,788
|
|
|
21,648
|
|
||||
PPC
|
11,781
|
|
|
15,764
|
|
|
23,566
|
|
|
30,315
|
|
||||
Total Segment adjusted EBITDA
|
48,563
|
|
|
44,710
|
|
|
100,521
|
|
|
93,763
|
|
||||
Net interest expense
|
(12,348
|
)
|
|
(11,857
|
)
|
|
(24,360
|
)
|
|
(23,494
|
)
|
||||
Segment depreciation and amortization
|
(16,998
|
)
|
|
(17,078
|
)
|
|
(33,967
|
)
|
|
(34,225
|
)
|
||||
Unallocated amounts
|
(9,379
|
)
|
|
(7,580
|
)
|
|
(19,007
|
)
|
|
(15,844
|
)
|
||||
Income before taxes
|
$
|
9,838
|
|
|
$
|
8,195
|
|
|
$
|
23,187
|
|
|
$
|
20,200
|
|
|
For the Three Months Ended March 31,
|
|
For the Six Months Ended March 31,
|
||||||||||||
DEPRECIATION and AMORTIZATION
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Segment:
|
|
|
|
|
|
|
|
||||||||
Home & Building Products
|
$
|
8,528
|
|
|
$
|
8,679
|
|
|
$
|
17,198
|
|
|
$
|
16,780
|
|
Telephonics
|
2,569
|
|
|
2,502
|
|
|
5,100
|
|
|
5,017
|
|
||||
PPC
|
5,901
|
|
|
5,897
|
|
|
11,669
|
|
|
12,428
|
|
||||
Total segment depreciation and amortization
|
16,998
|
|
|
17,078
|
|
|
33,967
|
|
|
34,225
|
|
||||
Corporate
|
120
|
|
|
115
|
|
|
235
|
|
|
228
|
|
||||
Total consolidated depreciation and amortization
|
$
|
17,118
|
|
|
$
|
17,193
|
|
|
$
|
34,202
|
|
|
$
|
34,453
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
CAPITAL EXPENDITURES
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Home & Building Products
|
$
|
10,835
|
|
|
$
|
11,114
|
|
|
$
|
28,115
|
|
|
$
|
21,375
|
|
Telephonics
|
1,958
|
|
|
1,339
|
|
|
3,238
|
|
|
2,308
|
|
||||
PPC
|
6,956
|
|
|
7,486
|
|
|
13,360
|
|
|
15,165
|
|
||||
Total segment
|
19,749
|
|
|
19,939
|
|
|
44,713
|
|
|
38,848
|
|
||||
Corporate
|
1,185
|
|
|
853
|
|
|
1,239
|
|
|
865
|
|
||||
Total consolidated capital expenditures
|
$
|
20,934
|
|
|
$
|
20,792
|
|
|
$
|
45,952
|
|
|
$
|
39,713
|
|
ASSETS
|
At March 31, 2016
|
|
At September 30, 2015
|
||||
Segment assets:
|
|
|
|
||||
Home & Building Products
|
$
|
1,079,215
|
|
|
$
|
1,034,032
|
|
Telephonics
|
296,137
|
|
|
302,560
|
|
||
PPC
|
350,935
|
|
|
343,519
|
|
||
Total segment assets
|
1,726,287
|
|
|
1,680,111
|
|
||
Corporate
|
48,643
|
|
|
47,831
|
|
||
Total continuing assets
|
1,774,930
|
|
|
1,727,942
|
|
||
Assets of discontinued operations
|
3,584
|
|
|
3,491
|
|
||
Consolidated total
|
$
|
1,778,514
|
|
|
$
|
1,731,433
|
|
|
Three Months Ended March 31,
|
|
Six Months Ended March 31,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Interest cost
|
$
|
2,080
|
|
|
$
|
2,207
|
|
|
$
|
4,160
|
|
|
$
|
4,414
|
|
Expected return on plan assets
|
(2,916
|
)
|
|
(2,932
|
)
|
|
(5,832
|
)
|
|
(5,864
|
)
|
||||
Amortization:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Prior service cost
|
4
|
|
|
4
|
|
|
8
|
|
|
8
|
|
||||
Recognized actuarial loss
|
591
|
|
|
541
|
|
|
1,181
|
|
|
1,082
|
|
||||
Net periodic expense (income)
|
$
|
(241
|
)
|
|
$
|
(180
|
)
|
|
$
|
(483
|
)
|
|
$
|
(360
|
)
|
|
At March 31, 2016
|
|
At September 30, 2015
|
||||
Assets of discontinued operations:
|
|
|
|
|
|
||
Prepaid and other current assets
|
$
|
1,325
|
|
|
$
|
1,316
|
|
Other long-term assets
|
2,259
|
|
|
2,175
|
|
||
Total assets of discontinued operations
|
$
|
3,584
|
|
|
$
|
3,491
|
|
|
|
|
|
||||
Liabilities of discontinued operations:
|
|
|
|
|
|
||
Accrued liabilities, current
|
$
|
1,924
|
|
|
$
|
2,229
|
|
Other long-term liabilities
|
3,220
|
|
|
3,379
|
|
||
Total liabilities of discontinued operations
|
$
|
5,144
|
|
|
$
|
5,608
|
|
|
Three Months Ended March 31,
|
|
Six Months Ended March 31,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Balance, beginning of period
|
$
|
4,778
|
|
|
$
|
4,908
|
|
|
$
|
4,756
|
|
|
$
|
4,934
|
|
Warranties issued and changes in estimated pre-existing warranties
|
1,279
|
|
|
1,842
|
|
|
2,196
|
|
|
2,791
|
|
||||
Actual warranty costs incurred
|
(872
|
)
|
|
(1,076
|
)
|
|
(1,767
|
)
|
|
(2,051
|
)
|
||||
Balance, end of period
|
$
|
5,185
|
|
|
$
|
5,674
|
|
|
$
|
5,185
|
|
|
$
|
5,674
|
|
|
Three Months Ended March 31, 2016
|
|
Three Months Ended March 31, 2015
|
||||||||||||||||||||
|
Pre-tax
|
|
Tax
|
|
Net of tax
|
|
Pre-tax
|
|
Tax
|
|
Net of tax
|
||||||||||||
Foreign currency translation adjustments
|
$
|
13,683
|
|
|
$
|
—
|
|
|
$
|
13,683
|
|
|
$
|
(30,384
|
)
|
|
$
|
—
|
|
|
$
|
(30,384
|
)
|
Pension and other defined benefit plans
|
595
|
|
|
(209
|
)
|
|
386
|
|
|
545
|
|
|
(192
|
)
|
|
353
|
|
||||||
Cash flow hedges
|
(2,355
|
)
|
|
706
|
|
|
(1,649
|
)
|
|
(91
|
)
|
|
11
|
|
|
(80
|
)
|
||||||
Available-for-sale securities
|
—
|
|
|
—
|
|
|
—
|
|
|
145
|
|
|
(53
|
)
|
|
92
|
|
||||||
Total other comprehensive income (loss)
|
$
|
11,923
|
|
|
$
|
497
|
|
|
$
|
12,420
|
|
|
$
|
(29,785
|
)
|
|
$
|
(234
|
)
|
|
$
|
(30,019
|
)
|
|
Six Months Ended March 31, 2016
|
|
Six Months Ended March 31, 2015
|
||||||||||||||||||||
|
Pre-tax
|
|
Tax
|
|
Net of tax
|
|
Pre-tax
|
|
Tax
|
|
Net of tax
|
||||||||||||
Foreign currency translation adjustments
|
$
|
10,334
|
|
|
$
|
—
|
|
|
$
|
10,334
|
|
|
$
|
(45,884
|
)
|
|
$
|
—
|
|
|
$
|
(45,884
|
)
|
Pension and other defined benefit plans
|
1,189
|
|
|
(417
|
)
|
|
772
|
|
|
1,090
|
|
|
(384
|
)
|
|
706
|
|
||||||
Cash flow hedges
|
(3,805
|
)
|
|
1,141
|
|
|
(2,664
|
)
|
|
(204
|
)
|
|
50
|
|
|
(154
|
)
|
||||||
Available-for-sale securities
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,370
|
)
|
|
500
|
|
|
(870
|
)
|
||||||
Total other comprehensive income (loss)
|
$
|
7,718
|
|
|
$
|
724
|
|
|
$
|
8,442
|
|
|
$
|
(46,368
|
)
|
|
$
|
166
|
|
|
$
|
(46,202
|
)
|
|
March 31, 2016
|
|
September 30, 2015
|
||||
Foreign currency translation adjustments
|
$
|
(49,844
|
)
|
|
$
|
(60,178
|
)
|
Pension and other defined benefit plans
|
(30,921
|
)
|
|
(31,692
|
)
|
||
Change in Cash flow hedges
|
(1,981
|
)
|
|
682
|
|
||
|
$
|
(82,746
|
)
|
|
$
|
(91,188
|
)
|
|
For the Three Months Ended March 31,
|
|
For the Six Months Ended March 31,
|
||||||||||||
Gain (Loss)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Pension amortization
|
$
|
(595
|
)
|
|
$
|
(545
|
)
|
|
$
|
(1,189
|
)
|
|
$
|
(1,090
|
)
|
Cash flow hedges
|
684
|
|
|
110
|
|
|
1,089
|
|
|
197
|
|
||||
Available-for-sale securities
|
—
|
|
|
489
|
|
|
—
|
|
|
489
|
|
||||
Total gain (loss)
|
89
|
|
|
54
|
|
|
(100
|
)
|
|
(404
|
)
|
||||
Tax benefit (expense)
|
(3
|
)
|
|
(20
|
)
|
|
77
|
|
|
146
|
|
||||
Total
|
$
|
86
|
|
|
$
|
34
|
|
|
$
|
(23
|
)
|
|
$
|
(258
|
)
|
|
Parent Company
|
|
Guarantor Companies
|
|
Non-Guarantor Companies
|
|
Elimination
|
|
Consolidation
|
||||||||||
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and equivalents
|
$
|
2,955
|
|
|
$
|
16,593
|
|
|
$
|
34,734
|
|
|
$
|
—
|
|
|
$
|
54,282
|
|
Accounts receivable, net of allowances
|
—
|
|
|
229,666
|
|
|
59,488
|
|
|
(27,993
|
)
|
|
261,161
|
|
|||||
Contract costs and recognized income not yet billed, net of progress payments
|
—
|
|
|
107,937
|
|
|
543
|
|
|
—
|
|
|
108,480
|
|
|||||
Inventories, net
|
—
|
|
|
235,067
|
|
|
76,500
|
|
|
—
|
|
|
311,567
|
|
|||||
Prepaid and other current assets
|
25,050
|
|
|
25,906
|
|
|
12,752
|
|
|
(10,686
|
)
|
|
53,022
|
|
|||||
Assets of discontinued operations
|
—
|
|
|
—
|
|
|
1,325
|
|
|
—
|
|
|
1,325
|
|
|||||
Total Current Assets
|
28,005
|
|
|
615,169
|
|
|
185,342
|
|
|
(38,679
|
)
|
|
789,837
|
|
|||||
PROPERTY, PLANT AND EQUIPMENT, net
|
1,095
|
|
|
287,972
|
|
|
97,042
|
|
|
—
|
|
|
386,109
|
|
|||||
GOODWILL
|
—
|
|
|
284,875
|
|
|
75,219
|
|
|
—
|
|
|
360,094
|
|
|||||
INTANGIBLE ASSETS, net
|
—
|
|
|
150,186
|
|
|
64,547
|
|
|
—
|
|
|
214,733
|
|
|||||
INTERCOMPANY RECEIVABLE
|
593,980
|
|
|
841,728
|
|
|
287,600
|
|
|
(1,723,308
|
)
|
|
—
|
|
|||||
EQUITY INVESTMENTS IN SUBSIDIARIES
|
776,215
|
|
|
651,130
|
|
|
1,770,747
|
|
|
(3,198,092
|
)
|
|
—
|
|
|||||
OTHER ASSETS
|
41,813
|
|
|
32,858
|
|
|
11,592
|
|
|
(60,781
|
)
|
|
25,482
|
|
|||||
ASSETS OF DISCONTINUED OPERATIONS
|
—
|
|
|
—
|
|
|
2,259
|
|
|
—
|
|
|
2,259
|
|
|||||
Total Assets
|
$
|
1,441,108
|
|
|
$
|
2,863,918
|
|
|
$
|
2,494,348
|
|
|
$
|
(5,020,860
|
)
|
|
$
|
1,778,514
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Notes payable and current portion of long-term debt
|
$
|
2,736
|
|
|
$
|
2,304
|
|
|
$
|
14,177
|
|
|
$
|
—
|
|
|
$
|
19,217
|
|
Accounts payable and accrued liabilities
|
36,674
|
|
|
184,884
|
|
|
73,282
|
|
|
(34,214
|
)
|
|
260,626
|
|
|||||
Liabilities of discontinued operations
|
—
|
|
|
—
|
|
|
1,924
|
|
|
—
|
|
|
1,924
|
|
|||||
Total Current Liabilities
|
39,410
|
|
|
187,188
|
|
|
89,383
|
|
|
(34,214
|
)
|
|
281,767
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
LONG-TERM DEBT, net
|
848,962
|
|
|
19,972
|
|
|
53,629
|
|
|
—
|
|
|
922,563
|
|
|||||
INTERCOMPANY PAYABLES
|
68,143
|
|
|
821,631
|
|
|
804,601
|
|
|
(1,694,375
|
)
|
|
—
|
|
|||||
OTHER LIABILITIES
|
59,212
|
|
|
124,681
|
|
|
33,907
|
|
|
(72,217
|
)
|
|
145,583
|
|
|||||
LIABILITIES OF DISCONTINUED OPERATIONS
|
—
|
|
|
—
|
|
|
3,220
|
|
|
—
|
|
|
3,220
|
|
|||||
Total Liabilities
|
1,015,727
|
|
|
1,153,472
|
|
|
984,740
|
|
|
(1,800,806
|
)
|
|
1,353,133
|
|
|||||
SHAREHOLDERS’ EQUITY
|
425,381
|
|
|
1,710,446
|
|
|
1,509,608
|
|
|
(3,220,054
|
)
|
|
425,381
|
|
|||||
Total Liabilities and Shareholders’ Equity
|
$
|
1,441,108
|
|
|
$
|
2,863,918
|
|
|
$
|
2,494,348
|
|
|
$
|
(5,020,860
|
)
|
|
$
|
1,778,514
|
|
|
Parent
Company
|
|
Guarantor
Companies
|
|
Non-Guarantor
Companies
|
|
Elimination
|
|
Consolidation
|
||||||||||
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and equivalents
|
$
|
2,440
|
|
|
$
|
10,671
|
|
|
$
|
38,890
|
|
|
$
|
—
|
|
|
$
|
52,001
|
|
Accounts receivable, net of allowances
|
—
|
|
|
178,830
|
|
|
61,772
|
|
|
(21,847
|
)
|
|
218,755
|
|
|||||
Contract costs and recognized income not yet billed, net of progress payments
|
—
|
|
|
103,879
|
|
|
16
|
|
|
—
|
|
|
103,895
|
|
|||||
Inventories, net
|
—
|
|
|
257,929
|
|
|
67,880
|
|
|
—
|
|
|
325,809
|
|
|||||
Prepaid and other current assets
|
23,493
|
|
|
27,584
|
|
|
12,488
|
|
|
(8,479
|
)
|
|
55,086
|
|
|||||
Assets of discontinued operations
|
—
|
|
|
—
|
|
|
1,316
|
|
|
—
|
|
|
1,316
|
|
|||||
Total Current Assets
|
25,933
|
|
|
578,893
|
|
|
182,362
|
|
|
(30,326
|
)
|
|
756,862
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
PROPERTY, PLANT AND EQUIPMENT, net
|
1,108
|
|
|
286,854
|
|
|
92,010
|
|
|
—
|
|
|
379,972
|
|
|||||
GOODWILL
|
—
|
|
|
284,875
|
|
|
71,366
|
|
|
—
|
|
|
356,241
|
|
|||||
INTANGIBLE ASSETS, net
|
—
|
|
|
152,412
|
|
|
61,425
|
|
|
—
|
|
|
213,837
|
|
|||||
INTERCOMPANY RECEIVABLE
|
542,297
|
|
|
904,840
|
|
|
263,480
|
|
|
(1,710,617
|
)
|
|
—
|
|
|||||
EQUITY INVESTMENTS IN SUBSIDIARIES
|
745,262
|
|
|
644,577
|
|
|
1,740,889
|
|
|
(3,130,728
|
)
|
|
—
|
|
|||||
OTHER ASSETS
|
41,774
|
|
|
30,203
|
|
|
9,959
|
|
|
(59,590
|
)
|
|
22,346
|
|
|||||
ASSETS OF DISCONTINUED OPERATIONS
|
—
|
|
|
—
|
|
|
2,175
|
|
|
—
|
|
|
2,175
|
|
|||||
Total Assets
|
$
|
1,356,374
|
|
|
$
|
2,882,654
|
|
|
$
|
2,423,666
|
|
|
$
|
(4,931,261
|
)
|
|
$
|
1,731,433
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Notes payable and current portion of long-term debt
|
$
|
2,202
|
|
|
$
|
3,842
|
|
|
$
|
10,549
|
|
|
$
|
—
|
|
|
$
|
16,593
|
|
Accounts payable and accrued liabilities
|
30,158
|
|
|
222,758
|
|
|
72,843
|
|
|
(20,951
|
)
|
|
304,808
|
|
|||||
Liabilities of discontinued operations
|
—
|
|
|
—
|
|
|
2,229
|
|
|
—
|
|
|
2,229
|
|
|||||
Total Current Liabilities
|
32,360
|
|
|
226,600
|
|
|
85,621
|
|
|
(20,951
|
)
|
|
323,630
|
|
|||||
LONG-TERM DEBT, net
|
752,839
|
|
|
17,116
|
|
|
57,021
|
|
|
—
|
|
|
826,976
|
|
|||||
INTERCOMPANY PAYABLES
|
76,477
|
|
|
831,345
|
|
|
775,120
|
|
|
(1,682,942
|
)
|
|
—
|
|
|||||
OTHER LIABILITIES
|
64,173
|
|
|
126,956
|
|
|
28,428
|
|
|
(72,634
|
)
|
|
146,923
|
|
|||||
LIABILITIES OF DISCONTINUED OPERATIONS
|
—
|
|
|
—
|
|
|
3,379
|
|
|
—
|
|
|
3,379
|
|
|||||
Total Liabilities
|
925,849
|
|
|
1,202,017
|
|
|
949,569
|
|
|
(1,776,527
|
)
|
|
1,300,908
|
|
|||||
SHAREHOLDERS’ EQUITY
|
430,525
|
|
|
1,680,637
|
|
|
1,474,097
|
|
|
(3,154,734
|
)
|
|
430,525
|
|
|||||
Total Liabilities and Shareholders’ Equity
|
$
|
1,356,374
|
|
|
$
|
2,882,654
|
|
|
$
|
2,423,666
|
|
|
$
|
(4,931,261
|
)
|
|
$
|
1,731,433
|
|
($ in thousands)
|
Parent Company
|
|
Guarantor Companies
|
|
Non-Guarantor Companies
|
|
Elimination
|
|
Consolidation
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
406,989
|
|
|
$
|
100,614
|
|
|
$
|
(7,496
|
)
|
|
$
|
500,107
|
|
Cost of goods and services
|
—
|
|
|
313,203
|
|
|
80,493
|
|
|
(7,746
|
)
|
|
385,950
|
|
|||||
Gross profit
|
—
|
|
|
93,786
|
|
|
20,121
|
|
|
250
|
|
|
114,157
|
|
|||||
Selling, general and administrative expenses
|
6,530
|
|
|
66,197
|
|
|
18,952
|
|
|
(93
|
)
|
|
91,586
|
|
|||||
Total operating expenses
|
6,530
|
|
|
66,197
|
|
|
18,952
|
|
|
(93
|
)
|
|
91,586
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from operations
|
(6,530
|
)
|
|
27,589
|
|
|
1,169
|
|
|
343
|
|
|
22,571
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest income (expense), net
|
(2,696
|
)
|
|
(7,752
|
)
|
|
(1,900
|
)
|
|
—
|
|
|
(12,348
|
)
|
|||||
Other, net
|
18
|
|
|
904
|
|
|
(964
|
)
|
|
(343
|
)
|
|
(385
|
)
|
|||||
Total other income (expense)
|
(2,678
|
)
|
|
(6,848
|
)
|
|
(2,864
|
)
|
|
(343
|
)
|
|
(12,733
|
)
|
|||||
Income (loss) before taxes
|
(9,208
|
)
|
|
20,741
|
|
|
(1,695
|
)
|
|
—
|
|
|
9,838
|
|
|||||
Provision (benefit) for income taxes
|
(3,650
|
)
|
|
8,012
|
|
|
(619
|
)
|
|
—
|
|
|
3,743
|
|
|||||
Income (loss) before equity in net income of subsidiaries
|
(5,558
|
)
|
|
12,729
|
|
|
(1,076
|
)
|
|
—
|
|
|
6,095
|
|
|||||
Equity in net income (loss) of subsidiaries
|
11,653
|
|
|
(1,108
|
)
|
|
12,730
|
|
|
(23,275
|
)
|
|
—
|
|
|||||
Net income (loss)
|
$
|
6,095
|
|
|
$
|
11,621
|
|
|
$
|
11,654
|
|
|
$
|
(23,275
|
)
|
|
$
|
6,095
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income (loss)
|
$
|
6,095
|
|
|
$
|
11,621
|
|
|
$
|
11,654
|
|
|
$
|
(23,275
|
)
|
|
$
|
6,095
|
|
Other comprehensive income (loss), net of taxes
|
12,420
|
|
|
2,062
|
|
|
10,358
|
|
|
(12,420
|
)
|
|
12,420
|
|
|||||
Comprehensive income (loss)
|
$
|
18,515
|
|
|
$
|
13,683
|
|
|
$
|
22,012
|
|
|
$
|
(35,695
|
)
|
|
$
|
18,515
|
|
($ 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
|
|
|||||
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
|
)
|
|||||
Loss from debt extinguishment, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
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
|
)
|
|
Parent Company
|
|
Guarantor Companies
|
|
Non-Guarantor Companies
|
|
Elimination
|
|
Consolidation
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
796,249
|
|
|
$
|
213,346
|
|
|
$
|
(15,339
|
)
|
|
$
|
994,256
|
|
Cost of goods and services
|
—
|
|
|
611,587
|
|
|
168,389
|
|
|
(15,982
|
)
|
|
763,994
|
|
|||||
Gross profit
|
—
|
|
|
184,662
|
|
|
44,957
|
|
|
643
|
|
|
230,262
|
|
|||||
Selling, general and administrative expenses
|
12,928
|
|
|
132,144
|
|
|
37,998
|
|
|
(185
|
)
|
|
182,885
|
|
|||||
Total operating expenses
|
12,928
|
|
|
132,144
|
|
|
37,998
|
|
|
(185
|
)
|
|
182,885
|
|
|||||
Income (loss) from operations
|
(12,928
|
)
|
|
52,518
|
|
|
6,959
|
|
|
828
|
|
|
47,377
|
|
|||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest income (expense), net
|
(4,952
|
)
|
|
(15,541
|
)
|
|
(3,867
|
)
|
|
—
|
|
|
(24,360
|
)
|
|||||
Other, net
|
211
|
|
|
1,920
|
|
|
(1,133
|
)
|
|
(828
|
)
|
|
170
|
|
|||||
Total other income (expense)
|
(4,741
|
)
|
|
(13,621
|
)
|
|
(5,000
|
)
|
|
(828
|
)
|
|
(24,190
|
)
|
|||||
Income (loss) before taxes
|
(17,669
|
)
|
|
38,897
|
|
|
1,959
|
|
|
—
|
|
|
23,187
|
|
|||||
Provision (benefit) for income taxes
|
(9,447
|
)
|
|
16,829
|
|
|
1,114
|
|
|
—
|
|
|
8,496
|
|
|||||
Income (loss) before equity in net income of subsidiaries
|
(8,222
|
)
|
|
22,068
|
|
|
845
|
|
|
—
|
|
|
14,691
|
|
|||||
Equity in net income (loss) of subsidiaries
|
22,913
|
|
|
821
|
|
|
22,068
|
|
|
(45,802
|
)
|
|
—
|
|
|||||
Net income (loss)
|
$
|
14,691
|
|
|
$
|
22,889
|
|
|
$
|
22,913
|
|
|
$
|
(45,802
|
)
|
|
$
|
14,691
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income (loss)
|
$
|
14,691
|
|
|
$
|
22,889
|
|
|
$
|
22,913
|
|
|
$
|
(45,802
|
)
|
|
$
|
14,691
|
|
Other comprehensive income (loss), net of taxes
|
8,442
|
|
|
2,201
|
|
|
6,241
|
|
|
(8,442
|
)
|
|
8,442
|
|
|||||
Comprehensive income (loss)
|
$
|
23,133
|
|
|
$
|
25,090
|
|
|
$
|
29,154
|
|
|
$
|
(54,244
|
)
|
|
$
|
23,133
|
|
|
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
|
)
|
|||||
Loss from debt extinguishment, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
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
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income (loss)
|
$
|
14,691
|
|
|
$
|
22,889
|
|
|
$
|
22,913
|
|
|
$
|
(45,802
|
)
|
|
$
|
14,691
|
|
Net cash provided by (used in) operating activities:
|
(57,752
|
)
|
|
51,805
|
|
|
539
|
|
|
—
|
|
|
(5,408
|
)
|
|||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Acquisition of property, plant and equipment
|
(186
|
)
|
|
(37,970
|
)
|
|
(7,796
|
)
|
|
—
|
|
|
(45,952
|
)
|
|||||
Acquired businesses, net of cash acquired
|
—
|
|
|
(2,726
|
)
|
|
(1,744
|
)
|
|
—
|
|
|
(4,470
|
)
|
|||||
Proceeds from sale of investments
|
715
|
|
|
—
|
|
|
|
|
|
—
|
|
|
715
|
|
|||||
Proceeds from sale of assets
|
—
|
|
|
764
|
|
|
104
|
|
|
—
|
|
|
868
|
|
|||||
Net cash provided by (used in) investing activities
|
529
|
|
|
(39,932
|
)
|
|
(9,436
|
)
|
|
—
|
|
|
(48,839
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Purchase of shares for treasury
|
(33,640
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33,640
|
)
|
|||||
Proceeds from long-term debt
|
115,000
|
|
|
2,361
|
|
|
22,243
|
|
|
—
|
|
|
139,604
|
|
|||||
Payments of long-term debt
|
(20,601
|
)
|
|
(1,064
|
)
|
|
(24,658
|
)
|
|
—
|
|
|
(46,323
|
)
|
|||||
Change in short-term borrowings
|
—
|
|
|
—
|
|
|
(191
|
)
|
|
—
|
|
|
(191
|
)
|
|||||
Financing costs
|
(1,012
|
)
|
|
—
|
|
|
(108
|
)
|
|
—
|
|
|
(1,120
|
)
|
|||||
Tax benefit from exercise/vesting of equity awards, net
|
2,291
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,291
|
|
|||||
Dividends paid
|
(4,508
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,508
|
)
|
|||||
Other, net
|
208
|
|
|
(7,248
|
)
|
|
7,248
|
|
|
—
|
|
|
208
|
|
|||||
Net cash provided by (used in) financing activities
|
57,738
|
|
|
(5,951
|
)
|
|
4,534
|
|
|
—
|
|
|
56,321
|
|
|||||
CASH FLOWS FROM DISCONTINUED OPERATIONS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net cash used in discontinued operations
|
—
|
|
|
—
|
|
|
(578
|
)
|
|
—
|
|
|
(578
|
)
|
|||||
Effect of exchange rate changes on cash and equivalents
|
—
|
|
|
—
|
|
|
785
|
|
|
—
|
|
|
785
|
|
|||||
NET DECREASE IN CASH AND EQUIVALENTS
|
515
|
|
|
5,922
|
|
|
(4,156
|
)
|
|
—
|
|
|
2,281
|
|
|||||
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD
|
2,440
|
|
|
10,671
|
|
|
38,890
|
|
|
—
|
|
|
52,001
|
|
|||||
CASH AND EQUIVALENTS AT END OF PERIOD
|
$
|
2,955
|
|
|
$
|
16,593
|
|
|
$
|
34,734
|
|
|
$
|
—
|
|
|
$
|
54,282
|
|
|
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
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Investment purchases
|
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 benefit from exercise/vesting of equity awards, net
|
345
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
345
|
|
|||||
Dividends paid
|
(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
|
|
•
|
Home & Building Products ("HBP") consists of two companies, The AMES Companies, Inc. (“AMES”) and Clopay Building Products Company, Inc. (“CBP”):
|
-
|
AMES is a global provider of non-powered landscaping products for homeowners and professionals.
|
-
|
CBP is a leading manufacturer and marketer of residential, commercial and industrial garage doors to professional dealers and major home center retail chains.
|
•
|
Telephonics Corporation ("Telephonics") designs, develops and manufactures high-technology integrated information, communication and sensor system solutions for military and commercial markets worldwide.
|
•
|
Clopay Plastic Products Company, Inc. ("PPC") 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,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income
|
$
|
6,095
|
|
|
$
|
5,122
|
|
|
$
|
14,691
|
|
|
$
|
12,593
|
|
Adjusting items, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Discrete tax provisions (benefits)
|
43
|
|
|
145
|
|
|
(356
|
)
|
|
494
|
|
||||
Adjusted net income
|
$
|
6,138
|
|
|
$
|
5,267
|
|
|
$
|
14,335
|
|
|
$
|
13,087
|
|
Diluted income per common share
|
$
|
0.14
|
|
|
$
|
0.11
|
|
|
$
|
0.33
|
|
|
$
|
0.26
|
|
Adjusting items, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Discrete tax provisions (benefits)
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|
0.01
|
|
||||
Adjusted earnings per common share
|
$
|
0.14
|
|
|
$
|
0.11
|
|
|
$
|
0.32
|
|
|
$
|
0.27
|
|
Weighted-average shares outstanding (in thousands)
|
43,891
|
|
|
47,669
|
|
|
44,727
|
|
|
47,682
|
|
|
For the Three Months Ended March 31,
|
|
For the Six Months Ended March 31,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Segment operating profit:
|
|
|
|
|
|
|
|
||||||||
Home & Building Products
|
$
|
17,810
|
|
|
$
|
8,651
|
|
|
$
|
38,969
|
|
|
$
|
25,020
|
|
Telephonics
|
7,875
|
|
|
9,114
|
|
|
15,688
|
|
|
16,631
|
|
||||
PPC
|
5,880
|
|
|
9,867
|
|
|
11,897
|
|
|
17,887
|
|
||||
Total segment operating profit
|
31,565
|
|
|
27,632
|
|
|
66,554
|
|
|
59,538
|
|
||||
Net interest expense
|
(12,348
|
)
|
|
(11,857
|
)
|
|
(24,360
|
)
|
|
(23,494
|
)
|
||||
Unallocated amounts
|
(9,379
|
)
|
|
(7,580
|
)
|
|
(19,007
|
)
|
|
(15,844
|
)
|
||||
Income before taxes
|
$
|
9,838
|
|
|
$
|
8,195
|
|
|
$
|
23,187
|
|
|
$
|
20,200
|
|
|
For the Three Months Ended March 31,
|
|
For the Six Months Ended March 31,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Segment adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Home & Building Products
|
$
|
26,338
|
|
|
$
|
17,330
|
|
|
$
|
56,167
|
|
|
$
|
41,800
|
|
Telephonics
|
10,444
|
|
|
11,616
|
|
|
20,788
|
|
|
21,648
|
|
||||
PPC
|
11,781
|
|
|
15,764
|
|
|
23,566
|
|
|
30,315
|
|
||||
Total Segment adjusted EBITDA
|
48,563
|
|
|
44,710
|
|
|
100,521
|
|
|
93,763
|
|
||||
Net interest expense
|
(12,348
|
)
|
|
(11,857
|
)
|
|
(24,360
|
)
|
|
(23,494
|
)
|
||||
Segment depreciation and amortization
|
(16,998
|
)
|
|
(17,078
|
)
|
|
(33,967
|
)
|
|
(34,225
|
)
|
||||
Unallocated amounts
|
(9,379
|
)
|
|
(7,580
|
)
|
|
(19,007
|
)
|
|
(15,844
|
)
|
||||
Income before taxes
|
$
|
9,838
|
|
|
$
|
8,195
|
|
|
$
|
23,187
|
|
|
$
|
20,200
|
|
|
For the Three Months Ended March 31,
|
|
For the Six Months Ended March 31,
|
||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
AMES
|
$
|
165,847
|
|
|
|
|
|
$
|
159,092
|
|
|
|
|
|
$
|
284,137
|
|
|
|
|
|
$
|
292,202
|
|
|
|
|
CBP
|
113,387
|
|
|
|
|
|
104,513
|
|
|
|
|
|
256,295
|
|
|
|
|
|
243,113
|
|
|
|
|
||||
Home & Building Products
|
$
|
279,234
|
|
|
|
|
|
$
|
263,605
|
|
|
|
|
|
$
|
540,432
|
|
|
|
|
|
$
|
535,315
|
|
|
|
|
Segment operating profit
|
$
|
17,810
|
|
|
6.4
|
%
|
|
$
|
8,651
|
|
|
3.3
|
%
|
|
$
|
38,969
|
|
|
7.2
|
%
|
|
$
|
25,020
|
|
|
4.7
|
%
|
Depreciation and amortization
|
8,528
|
|
|
|
|
|
8,679
|
|
|
|
|
|
17,198
|
|
|
|
|
|
16,780
|
|
|
|
|
||||
Segment adjusted EBITDA
|
$
|
26,338
|
|
|
9.4
|
%
|
|
$
|
17,330
|
|
|
6.6
|
%
|
|
$
|
56,167
|
|
|
10.4
|
%
|
|
$
|
41,800
|
|
|
7.8
|
%
|
|
For the Three Months Ended March 31,
|
|
For the Six Months Ended March 31,
|
|||||||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|||||||||||||||||||
Revenue
|
$
|
105,874
|
|
|
|
|
|
$
|
98,687
|
|
|
|
|
|
$
|
214,911
|
|
|
|
|
|
$
|
189,345
|
|
|
|
Segment operating profit
|
$
|
7,875
|
|
|
7.4
|
%
|
|
$
|
9,114
|
|
|
9.2
|
%
|
|
$
|
15,688
|
|
|
7.3
|
%
|
|
$
|
16,631
|
|
|
8.8%
|
Depreciation and amortization
|
2,569
|
|
|
|
|
|
2,502
|
|
|
|
|
|
5,100
|
|
|
|
|
|
5,017
|
|
|
|
||||
Segment adjusted EBITDA
|
$
|
10,444
|
|
|
9.9
|
%
|
|
$
|
11,616
|
|
|
11.8
|
%
|
|
$
|
20,788
|
|
|
9.7
|
%
|
|
$
|
21,648
|
|
|
11.4%
|
|
For the Three Months Ended March 31,
|
|
For the Six Months Ended March 31,
|
||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||||||||||
Revenue
|
$
|
114,999
|
|
|
|
|
|
$
|
137,728
|
|
|
|
|
|
$
|
238,913
|
|
|
|
|
|
$
|
277,520
|
|
|
|
|
Segment operating profit
|
$
|
5,880
|
|
|
5.1
|
%
|
|
$
|
9,867
|
|
|
7.2
|
%
|
|
$
|
11,897
|
|
|
5.0
|
%
|
|
$
|
17,887
|
|
|
6.4
|
%
|
Depreciation and amortization
|
5,901
|
|
|
|
|
|
5,897
|
|
|
|
|
|
11,669
|
|
|
|
|
|
12,428
|
|
|
|
|
||||
Segment adjusted EBITDA
|
$
|
11,781
|
|
|
10.2
|
%
|
|
$
|
15,764
|
|
|
11.4
|
%
|
|
$
|
23,566
|
|
|
9.9
|
%
|
|
$
|
30,315
|
|
|
10.9
|
%
|
•
|
The United States Government and its agencies, through either prime or subcontractor relationships, represented 16% of Griffon’s consolidated revenue and 73% of Telephonics’ revenue.
|
•
|
Procter & Gamble Co. represented 12% of Griffon’s consolidated revenue and 52% of PPC revenue.
|
•
|
The Home Depot represented 13% of Griffon’s consolidated revenue and 24% of HBP’s revenue.
|
Cash and Equivalents and Debt
|
March 31,
|
|
September 30,
|
||||
(in thousands)
|
2016
|
|
2015
|
||||
Cash and equivalents
|
$
|
54,282
|
|
|
$
|
52,001
|
|
Notes payables and current portion of long-term debt
|
19,217
|
|
|
16,593
|
|
||
Long-term debt, net of current maturities
|
922,563
|
|
|
826,976
|
|
||
Debt discount and issuance costs
|
15,412
|
|
|
17,630
|
|
||
Total debt
|
957,192
|
|
|
861,199
|
|
||
Debt, net of cash and equivalents
|
$
|
902,910
|
|
|
$
|
809,198
|
|
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, 2016
|
347,919
|
|
|
|
$
|
16.51
|
|
|
347,919
|
|
|
|
|
|
February 1 - 29, 2016
|
749,000
|
|
|
|
14.28
|
|
|
749,000
|
|
|
|
|
||
March 1 - 31, 2016
|
421,683
|
|
(2)
|
|
14.92
|
|
|
420,000
|
|
|
|
|
||
Total
|
1,518,602
|
|
|
|
$
|
14.97
|
|
|
1,516,919
|
|
|
$
|
27,990
|
|
1.
|
On each of May 2015 and July 30, 2015, the Company’s Board of Directors authorized the repurchase of up to $50,000 of Griffon common stock; as of March 31, 2016, an aggregate of $27,990 remained available for the purchase of Griffon common stock under the July 30, 2015 $50,000 Board authorization.
|
2.
|
Includes (a) 420,000 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) 1,683 shares acquired by the Company from holders of restricted stock upon vesting of the restricted stock, to satisfy tax-withholding obligations of the holders.
|
Item 6
|
Exhibits
|
|
|
10.1
|
Griffon Corporation 2016 Equity Incentive Plan (incorporated by reference to Exhibit A to Griffon’s Proxy Statement relating to the 2016 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on December 17, 2015).
|
|
|
10.2
|
Griffon Corporation 2016 Performance Bonus Plan (incorporated by reference to Exhibit B to Griffon’s Proxy Statement relating to the 2016 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on December 17, 2015).
|
|
|
10.3
|
Third Amended and Restated Credit Agreement, dated as of March 22, 2016, among Griffon Corporation, the several banks and other financial institutions or entities from time to time party thereto, Deutsche Bank Securities Inc. and Wells Fargo Bank, National Association, as co-syndication agents, Bank of America, N.A., Capital One, N.A. and Citizens Bank, National Association, as co-documentation agents and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 99.1 to Griffon’s Current Report on Form 8-K filed March 22, 2016 (Commission File No. 1-06620)).
|
|
|
14.1
|
Code of Business Conduct and Ethics.
|
|
|
31.1
|
Certification pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
31.2
|
Certification pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
32
|
Certifications pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
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 Presentations Document*
|
|
|
*
|
In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall be deemed to be “furnished” and not “filed”.
|
|
GRIFFON CORPORATION
|
|
|
|
|
|
/s/ Brian G. Harris
|
|
|
Brian G. Harris
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
|
▪
|
Is it legal?
|
▪
|
Is it ethical?
|
▪
|
Do I believe that it makes the Company or me “walk too close to the line?”
|
▪
|
Is it consistent with Company beliefs, policies and operating procedures?
|
▪
|
Does it accurately project the corporate image?
|
▪
|
How comfortable would I be explaining my actions in front of national television news cameras?
|
▪
|
How comfortable would I be if my decision were published in the newspaper?
|
▪
|
Would I do the same thing if a loved one, boss or friend were watching?
|
▪
|
What policies should I consult with for additional information, assistance or advice?
|
▪
|
Who should I consult with if I have further questions or concerns?
|
▪
|
Honest and ethical conduct at all times
|
▪
|
Promotion of honest and ethical conduct among peers and subordinates
|
▪
|
Full, fair, accurate, timely and understandable disclosure in all public communications, including all reports and documents filed with or submitted to the U.S. Securities and Exchange Commission
|
▪
|
100% compliance with applicable laws, rules and regulations, both in letter and spirit
|
▪
|
Fair dealing with our customers, suppliers, competitors and employees, including properly maintaining the confidentiality of sensitive information about us or belonging to others
|
▪
|
Not taking unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of facts or any other unfair dealing practice
|
▪
|
Protection and proper use of Company assets (
i.e.
, efficiently and for legitimate business purposes)
|
▪
|
The prompt internal reporting of violations of this policy to appropriate personnel
|
▪
|
Accountability for adherence to these standards
|
▪
|
Acting in good faith, responsibly, and with due care, competence and diligence
|
▪
|
It is likely to affect the market price of securities/stocks or if a reasonable investor would want to know such information before making an investment decision
|
▪
|
Examples of material information may include (but are not limited to):
|
o
|
Mergers, acquisitions and divestitures
|
o
|
Significant new product developments
|
o
|
Revenues or earnings information
|
▪
|
Ensuring a safe work environment for all employees
|
▪
|
Eliminating or minimizing the generation of hazardous and other wastes
|
▪
|
Conserving energy, water and raw materials
|
▪
|
Company sensitive information
|
▪
|
Third party proprietary data
|
▪
|
Employee personal data
|
▪
|
Government classified information
|
▪
|
Customer and supplier information (in particular, sales and pricing information)
|
▪
|
Price fixing
|
▪
|
Bid rigging
|
▪
|
Market allocations of customers or territories
|
▪
|
Group boycotts
|
▪
|
Tying arrangements – requiring procurement of a Company product or service in order to be able to buy another Company product or service.
|
▪
|
Exclusive dealing arrangements and requirements contracts.
|
1.
|
Ethics Liaison Officers
|
2.
|
Reports
|
3.
|
Reporting
:
|
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:
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(a)
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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;
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(b)
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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):
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(a)
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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)
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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
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Ronald J. Kramer
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Chief Executive Officer
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(Principal Executive Officer)
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1.
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I have reviewed this quarterly report on Form 10-Q of Griffon Corporation;
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2.
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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.
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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;
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4.
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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;
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(b)
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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):
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(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)
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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/ Brian G. Harris
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Brian G. Harris
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Senior Vice President and Chief Financial Officer
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(Principal Financial Officer)
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/s/ Ronald J. Kramer
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Name: Ronald J. Kramer
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Date: May 4, 2016
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/s/ Brian G. Harris
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Name: Brian G. Harris
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Date: May 4, 2016
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