x
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
11-1893410
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
712 Fifth Avenue, 18
th
Floor, New York, New York
|
|
10019
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
|
|
|
Registrant’s telephone number, including area code:
(212) 957-5000
|
|
Title of each class
|
|
Name of each exchange on
which registered
|
|
|
Common Stock, $0.25 par value
|
|
New York Stock Exchange
|
|
|
Large accelerated filer
o
|
Accelerated filer
x
|
|
Non-accelerated filer
o
(Do not check if a smaller reporting company)
|
Smaller reporting company
o
|
•
|
Home & Building Products ("HBP") consists of two companies, The AMES Companies, Inc. (“AMES”) and Clopay Building Products Company, Inc. (“CBP”). HBP revenue accounted for
53%
of Griffon’s consolidated revenue in
2016
and
2015
and
49%
in
2014
:
|
◦
|
AMES, founded in 1774, is the leading U.S. manufacturer and a global provider of long-handled tools and landscaping products for homeowners and professionals. AMES’ revenue was
26%
of Griffon’s consolidated revenue in
2016
,
27%
in
2015
and
25%
in
2014
.
|
◦
|
CBP, in business since 1964, is a leading manufacturer and marketer of residential and commercial garage doors and sells to professional dealers and some of the largest home center retail chains in North America. CBP’s revenue was
27%
,
26%
and
24%
of Griffon’s consolidated revenue in
2016
,
2015
and
2014
, respectively.
|
•
|
Telephonics Corporation ("Telephonics"), founded in 1933, is recognized globally as a leading provider of highly sophisticated intelligence, surveillance and communications solutions for defense, aerospace and commercial customers. Telephonics’ revenue was
22%
of Griffon’s consolidated revenue in
2016
and
21%
in both
2015
and
2014
.
|
•
|
Clopay Plastic Products Company, Inc. ("PPC"), incorporated in 1934, is a global leader in the development and production of embossed, laminated and printed specialty plastic films for hygienic, health-care and industrial products and sells to some of the world's largest consumer products companies. PPC revenue was
25%
,
26%
and 30% of Griffon’s consolidated revenue in
2016
,
2015
and
2014
, respectively.
|
•
|
Long Handled Tools:
An extensive line of engineered tools including shovels, spades, scoops, rakes, hoes, cultivators, weeders, post hole diggers, scrapers, edgers and forks, marketed under leading brand names including AMES®, True Temper®, UnionTools®, Garant®, Cyclone® and Kelso™, as well as contractor-oriented brands including Razor-Back® and Jackson®.
|
•
|
Wheelbarrows:
AMES designs, develops and manufactures a full line of wheelbarrows and lawn carts, primarily under the AMES®, True Temper®, Jackson® Professional Tools, UnionTools®, Garant® and Westmix™ brand names. The products range in size, material (poly and steel), tray form, tire type, handle length and color based on the needs of homeowners, landscapers and contractors.
|
•
|
Snow Tools:
A complete line of snow tools is marketed under the True Temper®, Garant® and Union Tools® brand names. The snow tool line includes shovels, pushers, roof rakes, sled sleigh shovels, scoops and ice scrapers.
|
•
|
Planters and Lawn Accessories:
AMES is a designer, manufacturer and distributor of indoor and outdoor planters and accessories, sold under the Southern Patio®, Northcote Pottery™ and Dynamic Design™ brand names, as well as various private label brands. The range of planter sizes (from 6 to 32 inches) is available in various designs, colors and materials. On October 17, 2011, Griffon acquired the Southern Patio® pots and planters business. Southern Patio® is a leading designer and marketer of decorative landscape products. Southern Patio and Dynamic Design have been integrated to leverage Southern Patio’s capabilities, enhance AMES' product offering in the U.S. pots and planters category and enable AMES to improve its innovation and speed to market in this category.
|
•
|
Striking Tools:
Axes, picks, mattocks, mauls, wood splitters, sledgehammers, pry bars and repair handles make up the striking tools product line. These products are marketed under the True Temper®, Cyclone®, Garant®, Jackson® Professional Tools and Razor-Back® Professional Tools brand names.
|
•
|
Hand Tools:
Hammers, screwdrivers, pliers, adjustable wrenches, handsaws, tape measures, levels, clamps, and other traditional long-handled tools make up this product line. These products are marketed under the Trojan®, Cyclone® and Supercraft® brand names. In addition, gardening hand tools, such as trowels, cultivators, weeders and other specialty garden hand tools, are marketed under the AMES® brand name.
|
•
|
Pruning:
The pruning line is made up of pruners, loppers, shears and other tools sold primarily under the True Temper®, Cyclone® and Garant® brand names.
|
•
|
Garden Hose and Storage:
AMES offers a wide range of manufactured and sourced garden hoses and hose reels under the AMES®, NeverLeak®, Nylex® and Jackson® Professional Tools brand names.
|
a.
|
The U.S. Government and its agencies, through prime and subcontractor relationships, represented 16% of Griffon’s consolidated revenue and 70% of Telephonics' revenue.
|
b.
|
P&G represented 13% of Griffon’s consolidated revenue and 51% of PPC revenue.
|
c.
|
Home Depot represented 13% of Griffon’s consolidated revenue and 24% of HBP's revenue.
|
Name
|
|
Age
|
|
Positions Held and Prior Business Experience
|
Ronald J. Kramer
|
|
58
|
|
Chief Executive Officer since April 2008, Director since 1993, Vice Chairman of the Board since November 2003. From 2002 through March 2008, President and a Director of Wynn Resorts, Ltd., a developer, owner and operator of destination casino resorts. From 1999 to 2001, Managing Director at Dresdner Kleinwort Wasserstein, an investment banking firm, and its predecessor Wasserstein Perella & Co. Member of the board of directors of Business Development Corporation of America. Formerly on the board of directors of Leap Wireless International, Inc. (NASDAQ: LEAP). Mr. Kramer is the son-in-law of Harvey R. Blau, Griffon’s Chairman of the Board.
|
|
|
|
|
|
Robert F. Mehmel
|
|
54
|
|
President and Chief Operating Officer since December 2012. From August 2008 to October 2012, President and Chief Operating Officer of DRS Technologies (“DRS”), a supplier of integrated products, services and support to military forces, intelligence agencies and prime contractors worldwide. From May 2006 to August 2008, Executive Vice President and Chief Operating Officer of DRS and from January 2001 to May 2006, Executive Vice President, Business Operations and Strategy, of DRS.
|
|
|
|
|
|
Brian G. Harris
|
|
47
|
|
Senior Vice President and Chief Financial Officer since August 2015. From November 2012 to July 2015, Vice President and Controller of Griffon. From July 2009 to July 2015, Griffon's Chief Accounting Officer. From May 2005 to June 2009, Assistant Controller of Dover Corporation, a diversified global manufacturer (NYSE: DOV). Prior to this time, held various finance and accounting roles with Hearst Argyle Television (Formerly NYSE: HTV), John Wiley and Sons, Inc. (NYSE: JW.A) and Arthur Andersen, LLP.
|
|
|
|
|
|
Seth L. Kaplan
|
|
47
|
|
Senior Vice President, General Counsel and Secretary since May 2010. From July 2008 to May 2010, Assistant General Counsel and Assistant Secretary at Hexcel Corporation, a manufacturer of advanced composite materials for space and defense, commercial aerospace and wind energy applications. From 2000 to July 2008, Senior Corporate Counsel and Assistant Secretary at Hexcel. From 1994 to 2000, associate at the law firm Winthrop, Stimson, Putnam & Roberts (now Pillsbury Winthrop Shaw Pittman LLP).
|
•
|
Termination for default or for convenience by the government;
|
•
|
Reduction or modification in the event of changes in the government’s requirements or budgetary constraints;
|
•
|
Increased or unexpected costs, causing losses or reduced profits under contracts where Telephonics’ prices are fixed, or determinations that certain costs are not allowable under particular government contracts;
|
•
|
The failure or inability of the prime contractor to perform its contract in circumstances where Telephonics is a subcontractor;
|
•
|
Failure to observe and comply with government business practice and procurement regulations such that Telephonics could be suspended or barred from bidding on or receiving awards of new government contracts;
|
•
|
The failure of the government to exercise options for additional work provided for in contracts;
|
•
|
The inherent discretion of government agencies in determining whether Telephonics has complied with all specifications set forth in a government contract; and
|
•
|
The government’s right, in certain circumstances, to freely use technology developed under these contracts.
|
•
|
Product improvements are not completed on a timely basis;
|
•
|
New products are not introduced on a timely basis or do not achieve sufficient market penetration;
|
•
|
There are budget overruns or delays in R&D efforts; or
|
•
|
New products experience reliability or quality problems, or otherwise do not meet customer preferences or requirements.
|
•
|
Costs associated with incomplete or poorly implemented acquisitions;
|
•
|
Expenses, delays and difficulties of integrating acquired companies into Griffon’s existing organization;
|
•
|
Dilution of the interest of existing stockholders;
|
•
|
Diversion of management’s attention; or
|
•
|
Difficulty in obtaining financing on acceptable terms, or at all.
|
•
|
A substantial portion of cash flows from operations could be used to pay principal and interest on debt, thereby reducing the funds available for working capital, capital expenditures, acquisitions, product development and other general corporate purposes;
|
•
|
Insufficient cash flows from operations may force Griffon to sell assets, or seek additional capital, which Griffon may not be able to accomplish on favorable terms, if at all; and
|
•
|
The level of indebtedness may make Griffon more vulnerable to economic or industry downturns.
|
Location
|
|
Business Segment
|
|
Primary Use
|
|
Approx.
Square
Footage
|
|
Owned/
Leased
|
|
Lease
End Year
|
|
New York, NY
|
|
Corporate
|
|
Headquarters
|
|
10,000
|
|
|
Leased
|
|
2025
|
Jericho, NY
|
|
Corporate
|
|
Office
|
|
6,900
|
|
|
Leased
|
|
2018
|
Farmingdale, NY
|
|
Telephonics
|
|
Manufacturing/R&D
|
|
180,000
|
|
|
Owned
|
|
|
Huntington, NY
|
|
Telephonics
|
|
Manufacturing
|
|
90,000
|
|
|
Owned
|
|
|
Huntington, NY
|
|
Telephonics
|
|
Manufacturing
|
|
100,000
|
|
|
Leased
|
|
2021
|
Columbia, MD
|
|
Telephonics
|
|
Engineering
|
|
25,000
|
|
|
Leased
|
|
2023
|
Elizabeth City, NC
|
|
Telephonics
|
|
Repair and Service
|
|
22,000
|
|
|
Leased
|
|
2039
|
Mason, OH
|
|
Home & Building Products/ Clopay Plastic Products
|
|
Office/R&D
|
|
131,000
|
|
|
Owned
|
|
|
Aschersleben, Germany
|
|
Clopay Plastic Products
|
|
Manufacturing
|
|
289,000
|
|
|
Owned
|
|
|
Dombuhl, Germany
|
|
Clopay Plastic Products
|
|
Manufacturing
|
|
124,000
|
|
|
Owned
|
|
|
Augusta, KY
|
|
Clopay Plastic Products
|
|
Manufacturing
|
|
354,000
|
|
|
Owned
|
|
|
Nashville, TN
|
|
Clopay Plastic Products
|
|
Manufacturing
|
|
210,000
|
|
|
Owned
|
|
|
Nashville, TN
|
|
Clopay Plastic Products
|
|
Manufacturing
|
|
190,000
|
|
|
Leased
|
|
2019
|
Jundiai, Brazil
|
|
Clopay Plastic Products
|
|
Manufacturing
|
|
114,000
|
|
|
Owned
|
|
|
Hangzhou, China
|
|
Clopay Plastic Products
|
|
Manufacturing
|
|
66,000
|
|
|
Leased
|
|
2024
|
Troy, OH
|
|
Home & Building Products
|
|
Office, Manufacturing
|
|
1,230,000
|
|
|
Leased
|
|
2021
|
Russia, OH
|
|
Home & Building Products
|
|
Manufacturing
|
|
250,000
|
|
|
Owned
|
|
|
Carlisle, PA
|
|
Home & Building Products
|
|
Manufacturing, Distribution
|
|
1,227,000
|
|
|
Leased
|
|
2020
|
Reno, NV
|
|
Home & Building Products
|
|
Manufacturing, Distribution
|
|
400,000
|
|
|
Leased
|
|
2022
|
Camp Hill, PA
|
|
Home & Building Products
|
|
Office, Manufacturing
|
|
380,000
|
|
|
Owned
|
|
|
Harrisburg, PA
|
|
Home & Building Products
|
|
Manufacturing
|
|
264,000
|
|
|
Owned
|
|
|
St. Francois, Quebec
|
|
Home & Building Products
|
|
Manufacturing, Distribution
|
|
353,000
|
|
|
Owned
|
|
|
Falls City, NE
|
|
Home & Building Products
|
|
Manufacturing
|
|
82,000
|
|
|
Owned
|
|
|
Cork, Ireland
|
|
Home & Building Products
|
|
Manufacturing, Distribution
|
|
74,000
|
|
|
Owned
|
|
|
Victoria, Australia
|
|
Home & Building Products
|
|
Manufacturing
|
|
29,000
|
|
|
Leased
|
|
2019
|
Champion, PA
|
|
Home & Building Products
|
|
Wood Mill
|
|
225,000
|
|
|
Owned
|
|
|
Victoria, Australia
|
|
Home & Building Products
|
|
Distribution
|
|
174,000
|
|
|
Leased
|
|
2023
|
Victoria, Australia
|
|
Home & Building Products
|
|
Distribution
|
|
54,000
|
|
|
Leased
|
|
2017
|
Queensland, Australia
|
|
Home & Building Products
|
|
Distribution
|
|
50,000
|
|
|
Leased
|
|
2018
|
New South Wales, Australia
|
|
Home & Building Products
|
|
Distribution
|
|
76,000
|
|
|
Leased
|
|
2020
|
Regency Park, South Australia
|
|
Home & Building Products
|
|
Distribution
|
|
62,000
|
|
|
Leased
|
|
2019
|
Welshpool, Western Australia
|
|
Home & Building Products
|
|
Distribution
|
|
97,000
|
|
|
Leased
|
|
2019
|
New South Wales, Australia
|
|
Home & Building Products
|
|
Distribution
|
|
32,000
|
|
|
Leased
|
|
2019
|
|
Fiscal 2016
|
|
Fiscal 2015
|
|
|
||||||||||||||||||
|
Market Prices
|
|
Dividends
|
|
Market Prices
|
|
Dividends
|
||||||||||||||||
|
High
|
|
Low
|
|
Per Share
|
|
High
|
|
Low
|
|
Per Share
|
||||||||||||
Quarter ended December 31,
|
$
|
19.24
|
|
|
$
|
15.58
|
|
|
$
|
0.05
|
|
|
$
|
13.75
|
|
|
$
|
10.54
|
|
|
$
|
0.04
|
|
Quarter ended March 31,
|
17.58
|
|
|
13.45
|
|
|
0.05
|
|
|
17.65
|
|
|
12.72
|
|
|
0.04
|
|
||||||
Quarter ended June 30,
|
17.30
|
|
|
14.69
|
|
|
0.05
|
|
|
17.87
|
|
|
15.43
|
|
|
0.04
|
|
||||||
Quarter ended September 30,
|
17.87
|
|
|
15.88
|
|
|
0.05
|
|
|
17.85
|
|
|
15.45
|
|
|
0.04
|
|
||||||
|
|
|
|
|
|
|
$
|
0.20
|
|
|
|
|
|
|
|
|
$
|
0.16
|
|
Period
|
(a) Total Number
of Shares (or
Units) Purchased
|
|
|
(b) Average
Price Paid Per
Share (or Unit)
|
|
(c) Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Plans or Programs
(1)
|
|
(d) Maximum Number
(or Approximate
Dollar Value) of
Shares (or Units) That
May Yet Be Purchased
Under the Plans or
Programs
|
|
||||||
July 1 - 31, 2016
|
52,656
|
|
(2)
|
|
$
|
16.60
|
|
|
52,006
|
|
|
|
|
|
|
August 1 - 31, 2016
|
240,031
|
|
|
|
17.11
|
|
|
240,031
|
|
|
|
|
|
||
September 1 - 30, 2016
|
564,536
|
|
(3)
|
|
16.93
|
|
|
542,964
|
|
|
|
|
|
||
Total
|
857,223
|
|
|
|
$
|
16.96
|
|
|
835,001
|
|
|
$
|
51,637
|
|
(1)
|
1.
|
Shares were purchased by the Company in open market purchases pursuant to share repurchases authorized by the Company’s Board of Directors. On each of March 20, 2015, July 30, 2015 and August 3, 2016, the Company’s Board of Directors authorized the repurchase of up to $50,000 of Griffon common stock; as of
September 30, 2016
,
$51,637
remained available for purchase under both the July 30, 2015 and August 3, 2016 authorizations.
|
2.
|
Includes (a)
52,006
shares purchased by the Company in open market purchases pursuant to stock repurchases authorized by the Company’s Board of Directors and (b)
650
shares acquired by the Company from holders of restricted stock upon vesting of the restricted stock to satisfy tax withholding obligations of the holders.
|
3.
|
Includes (a)
542,964
shares purchased by the Company in open market purchases pursuant to stock repurchases authorized by the Company’s Board of Directors and (b)
21,572
shares acquired by the Company from the holders of restricted stock upon vesting of the restricted stock to satisfy tax withholding obligations of the holders.
|
|
For the Years Ended September 30,
|
||||||||||||||||||
(in thousands, except per share amounts)
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Revenue
|
$
|
1,957,161
|
|
|
$
|
2,016,032
|
|
|
$
|
1,991,811
|
|
|
$
|
1,871,327
|
|
|
$
|
1,861,145
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) before taxes and discontinued operations
|
$
|
53,164
|
|
|
$
|
53,636
|
|
|
$
|
(5,716
|
)
|
|
$
|
14,333
|
|
|
$
|
21,941
|
|
Provision (benefit) for income taxes
|
23,154
|
|
|
19,347
|
|
|
(5,539
|
)
|
|
7,543
|
|
|
4,930
|
|
|||||
Income (loss) from continuing operations
|
30,010
|
|
|
34,289
|
|
|
(177
|
)
|
|
6,790
|
|
|
17,011
|
|
|||||
Income (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,023
|
)
|
|
—
|
|
|||||
Net Income (loss)
|
$
|
30,010
|
|
|
$
|
34,289
|
|
|
$
|
(177
|
)
|
|
$
|
3,767
|
|
|
$
|
17,011
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Continuing operations
|
$
|
0.73
|
|
|
$
|
0.77
|
|
|
$
|
0.00
|
|
|
$
|
0.12
|
|
|
$
|
0.30
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.06
|
)
|
|
0.00
|
|
|||||
Net income (loss)
|
$
|
0.73
|
|
|
$
|
0.77
|
|
|
$
|
0.00
|
|
|
$
|
0.07
|
|
|
$
|
0.30
|
|
Weighted average shares outstanding
|
41,074
|
|
|
44,608
|
|
|
49,367
|
|
|
54,428
|
|
|
55,914
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Continuing operations
|
$
|
0.68
|
|
|
$
|
0.73
|
|
|
$
|
0.00
|
|
|
$
|
0.12
|
|
|
$
|
0.30
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.05
|
)
|
|
0.00
|
|
|||||
Net income (loss)
|
$
|
0.68
|
|
|
$
|
0.73
|
|
|
$
|
0.00
|
|
|
$
|
0.07
|
|
|
$
|
0.30
|
|
Weighted average shares outstanding
|
44,109
|
|
|
46,939
|
|
|
49,367
|
|
|
56,563
|
|
|
57,329
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash dividends declared per common share
|
$
|
0.20
|
|
|
$
|
0.16
|
|
|
$
|
0.12
|
|
|
$
|
0.10
|
|
|
$
|
0.08
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
$
|
90,759
|
|
|
$
|
73,620
|
|
|
$
|
77,094
|
|
|
$
|
64,441
|
|
|
$
|
68,851
|
|
Depreciation and amortization
|
$
|
70,208
|
|
|
$
|
69,800
|
|
|
$
|
67,396
|
|
|
$
|
70,748
|
|
|
$
|
66,264
|
|
Total assets
|
$
|
1,782,096
|
|
|
$
|
1,712,813
|
|
|
$
|
1,808,826
|
|
|
$
|
1,777,608
|
|
|
$
|
1,802,921
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current portion of debt
|
$
|
22,644
|
|
|
$
|
16,593
|
|
|
$
|
7,886
|
|
|
$
|
10,768
|
|
|
$
|
17,703
|
|
Long term portion of debt, net
|
913,914
|
|
|
826,976
|
|
|
791,301
|
|
|
666,904
|
|
|
668,288
|
|
|||||
Total debt, net
|
$
|
936,558
|
|
|
$
|
843,569
|
|
|
$
|
799,187
|
|
|
$
|
677,672
|
|
|
$
|
685,991
|
|
Notes:
|
Results of operations from acquired businesses are included from the date of acquisition forward. The fair value of assets and liabilities, inclusive of changes resulting from operating the businesses, are included in the first period ended after the date of each acquisition, and all periods thereafter.
|
•
|
Home & Building Products ("HBP") consists of two companies, The AMES Companies, Inc. (“AMES”) and Clopay Building Products Company, Inc. (“CBP”). HBP revenue accounted for
53%
of Griffon’s consolidated revenue in
2016
and
2015
and
49%
in
2014
:
|
◦
|
AMES, founded in 1774, is the leading U.S. manufacturer and a global provider of long-handled tools and landscaping products for homeowners and professionals. AMES’ revenue was
26%
of Griffon’s consolidated revenue in
2016
,
27%
in
2015
and
25%
in
2014
.
|
•
|
Telephonics Corporation ("Telephonics"), founded in 1933, is recognized globally as a leading provider of highly sophisticated intelligence, surveillance and communications solutions for defense, aerospace and commercial customers. Telephonics’ revenue was
22%
of Griffon’s consolidated revenue in
2016
and
21%
in both
2015
and
2014
.
|
•
|
Clopay Plastic Products Company, Inc. ("PPC"), incorporated in 1934, is a global leader in the development and production of embossed, laminated and printed specialty plastic films for hygienic, health-care and industrial products and sells to some of the world's largest consumer products companies. PPC's revenue was
25%
,
26%
and 30% of Griffon’s consolidated revenue in
2016
,
2015
and
2014
, respectively.
|
•
|
Loss from debt extinguishment of $38,890 ($24,964, net of tax or $0.49 per share);
|
•
|
Restructuring charges of $6,136 ($3,804, net of tax, or $0.07 per share);
|
•
|
Acquisition costs of $3,161 ($1,960, net of tax, or $0.04 per share); and
|
•
|
Discrete tax benefits, net, of $4,674 or $0.09 per share.
|
|
For the Years Ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net Income (loss)
|
$
|
30,010
|
|
|
$
|
34,289
|
|
|
$
|
(177
|
)
|
Adjusting items, net of tax:
|
|
|
|
|
|
|
|
|
|||
Loss from debt extinguishment
|
—
|
|
|
—
|
|
|
24,964
|
|
|||
Restructuring
|
4,247
|
|
|
—
|
|
|
3,804
|
|
|||
Acquisition costs
|
—
|
|
|
—
|
|
|
1,960
|
|
|||
Discrete and certain other tax provisions (benefits)
|
2,658
|
|
|
(62
|
)
|
|
(4,674
|
)
|
|||
Adjusted net income
|
$
|
36,915
|
|
|
$
|
34,227
|
|
|
$
|
25,877
|
|
Earnings per common share
|
$
|
0.68
|
|
|
$
|
0.73
|
|
|
$
|
0.00
|
|
Adjusting items, net of tax:
|
|
|
|
|
|
|
|
|
|||
Loss from debt extinguishment
|
—
|
|
|
—
|
|
|
0.49
|
|
|||
Restructuring
|
0.10
|
|
|
—
|
|
|
0.07
|
|
|||
Acquisition costs
|
—
|
|
|
—
|
|
|
0.04
|
|
|||
Discrete and certain other tax provisions (benefits)
|
0.06
|
|
|
0.00
|
|
|
(0.09
|
)
|
|||
Adjusted earnings per share
|
$
|
0.84
|
|
|
$
|
0.73
|
|
|
$
|
0.51
|
|
|
For the Years Ended September 30,
|
||||||||||
INCOME (LOSS) BEFORE TAXES
|
2016
|
|
2015
|
|
2014
|
||||||
Segment operating profit:
|
|
|
|
|
|
||||||
Home & Building Products
|
$
|
79,682
|
|
|
$
|
58,883
|
|
|
$
|
40,538
|
|
Telephonics
|
42,801
|
|
|
43,006
|
|
|
45,293
|
|
|||
PPC
|
20,313
|
|
|
33,137
|
|
|
28,881
|
|
|||
Total segment operating profit
|
142,796
|
|
|
135,026
|
|
|
114,712
|
|
|||
Net interest expense
|
(51,111
|
)
|
|
(47,872
|
)
|
|
(48,144
|
)
|
|||
Unallocated amounts
|
(38,521
|
)
|
|
(33,518
|
)
|
|
(33,394
|
)
|
|||
Loss from debt extinguishment
|
—
|
|
|
—
|
|
|
(38,890
|
)
|
|||
Income (loss) before taxes
|
$
|
53,164
|
|
|
$
|
53,636
|
|
|
$
|
(5,716
|
)
|
|
For the Years Ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Segment adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|||
Home & Building Products
|
$
|
114,949
|
|
|
$
|
94,226
|
|
|
$
|
77,171
|
|
Telephonics
|
53,385
|
|
|
53,028
|
|
|
57,525
|
|
|||
PPC
|
50,079
|
|
|
57,103
|
|
|
56,291
|
|
|||
Total Segment adjusted EBITDA
|
218,413
|
|
|
204,357
|
|
|
190,987
|
|
|||
Net interest expense
|
(51,111
|
)
|
|
(47,872
|
)
|
|
(48,144
|
)
|
|||
Segment depreciation and amortization
|
(69,717
|
)
|
|
(69,331
|
)
|
|
(66,978
|
)
|
|||
Unallocated amounts
|
(38,521
|
)
|
|
(33,518
|
)
|
|
(33,394
|
)
|
|||
Loss from debt extinguishment
|
—
|
|
|
—
|
|
|
(38,890
|
)
|
|||
Restructuring charges
|
(5,900
|
)
|
|
—
|
|
|
(6,136
|
)
|
|||
Acquisition costs
|
—
|
|
|
—
|
|
|
(3,161
|
)
|
|||
Income (loss) before taxes
|
$
|
53,164
|
|
|
$
|
53,636
|
|
|
$
|
(5,716
|
)
|
|
For the Years Ended September 30,
|
|||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
AMES
|
$
|
513,973
|
|
|
|
|
$
|
535,881
|
|
|
|
|
$
|
503,687
|
|
|
|
|||
CBP
|
527,370
|
|
|
|
|
516,320
|
|
|
|
|
475,756
|
|
|
|
||||||
Home & Building Products
|
$
|
1,041,343
|
|
|
|
|
$
|
1,052,201
|
|
|
|
|
$
|
979,443
|
|
|
|
|||
Segment operating profit
|
$
|
79,682
|
|
|
7.7
|
%
|
|
$
|
58,883
|
|
|
5.6
|
%
|
|
$
|
40,538
|
|
|
4.1
|
%
|
Depreciation and amortization
|
35,267
|
|
|
|
|
35,343
|
|
|
|
|
31,580
|
|
|
|
||||||
Restructuring charges
|
—
|
|
|
|
|
—
|
|
|
|
|
1,892
|
|
|
|
||||||
Acquisition costs
|
—
|
|
|
|
|
—
|
|
|
|
|
3,161
|
|
|
|
||||||
Segment adjusted EBITDA
|
$
|
114,949
|
|
|
11.0
|
%
|
|
$
|
94,226
|
|
|
9.0
|
%
|
|
$
|
77,171
|
|
|
7.9
|
%
|
|
For the Years Ended September 30,
|
|||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
Revenue
|
$
|
435,692
|
|
|
|
|
$
|
431,090
|
|
|
|
|
$
|
419,005
|
|
|
|
|||
Segment operating profit
|
$
|
42,801
|
|
|
9.8
|
%
|
|
$
|
43,006
|
|
|
10.0
|
%
|
|
$
|
45,293
|
|
|
10.8
|
%
|
Depreciation and amortization
|
10,584
|
|
|
|
|
10,022
|
|
|
|
|
7,988
|
|
|
|
||||||
Restructuring charges
|
—
|
|
|
|
|
—
|
|
|
|
|
4,244
|
|
|
|
||||||
Segment adjusted EBITDA
|
$
|
53,385
|
|
|
12.3
|
%
|
|
$
|
53,028
|
|
|
12.3
|
%
|
|
$
|
57,525
|
|
|
13.7
|
%
|
|
For the Years Ended September 30,
|
|||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
Revenue
|
$
|
480,126
|
|
|
|
|
$
|
532,741
|
|
|
|
|
$
|
593,363
|
|
|
|
|||
Segment operating profit
|
$
|
20,313
|
|
|
4.2
|
%
|
|
$
|
33,137
|
|
|
6.2
|
%
|
|
$
|
28,881
|
|
|
4.9
|
%
|
Depreciation and amortization
|
23,866
|
|
|
|
|
23,966
|
|
|
|
|
27,410
|
|
|
|
||||||
Restructuring charges
|
5,900
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
||||||
Segment adjusted EBITDA
|
$
|
50,079
|
|
|
10.4
|
%
|
|
$
|
57,103
|
|
|
10.7
|
%
|
|
$
|
56,291
|
|
|
9.5
|
%
|
a.
|
The U.S. Government and its agencies, through prime and subcontractor relationships, represented 16% of Griffon’s consolidated revenue and 70% of Telephonics' revenue.
|
b.
|
P&G represented 13% of Griffon’s consolidated revenue and 51% of PPC revenue.
|
c.
|
Home Depot represented 13% of Griffon’s consolidated revenue and 24% of HBP's revenue.
|
Cash and Equivalents and Debt
|
At September 30,
|
|
At September 30,
|
||||
(in thousands)
|
2016
|
|
2015
|
||||
Cash and equivalents
|
$
|
72,553
|
|
|
$
|
52,001
|
|
Notes payables and current portion of long-term debt
|
22,644
|
|
|
16,593
|
|
||
Long-term debt, net of current maturities
|
913,914
|
|
|
826,976
|
|
||
Debt discount and issuance costs
|
16,298
|
|
|
17,630
|
|
||
Total debt
|
952,856
|
|
|
861,199
|
|
||
Debt, net of cash and equivalents
|
$
|
880,303
|
|
|
$
|
809,198
|
|
|
Payments Due by Period
|
||||||||||||||||||||||
(in thousands)
|
Total
|
|
Less Than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than 5
Years
|
|
Other
|
||||||||||||
Long-term debt (a)
|
$
|
952,856
|
|
|
$
|
22,644
|
|
|
$
|
45,312
|
|
|
$
|
138,852
|
|
|
$
|
746,048
|
|
|
$
|
—
|
|
Interest expense
|
263,487
|
|
|
47,447
|
|
|
91,771
|
|
|
84,443
|
|
|
39,826
|
|
|
—
|
|
||||||
Rental commitments
|
106,142
|
|
|
24,914
|
|
|
44,255
|
|
|
23,163
|
|
|
13,810
|
|
|
—
|
|
||||||
Purchase obligations (b)
|
218,058
|
|
|
213,674
|
|
|
4,382
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||||
Capital expenditures
|
6,238
|
|
|
6,238
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Supplemental & post-retirement benefits (c)
|
31,916
|
|
|
4,060
|
|
|
7,851
|
|
|
7,078
|
|
|
12,927
|
|
|
—
|
|
||||||
Uncertain tax positions (d)
|
1,552
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,552
|
|
||||||
Total obligations
|
$
|
1,580,249
|
|
|
$
|
318,977
|
|
|
$
|
193,571
|
|
|
$
|
253,538
|
|
|
$
|
812,611
|
|
|
$
|
1,552
|
|
(a)
|
Included in long-term debt are capital leases of: $1,566 (less than 1 year), $3,013 (1-3 years), $3,036 (3-5 years) and $276 (more than 5 years).
|
(b)
|
Purchase obligations are generally for the purchase of goods and services in the ordinary course of business. Griffon uses blanket purchase orders to communicate expected requirements to certain vendors. Purchase obligations reflect those purchase orders where the commitment is considered to be firm. Purchase obligations that extend beyond 2016 are principally related to long-term contracts received from customers of Telephonics.
|
(c)
|
Griffon funds required payouts under its non-qualified supplemental defined benefit plan from its general assets and the expected payments are included in each period, as applicable.
|
(d)
|
Due to the uncertainty of the potential settlement of future uncertain tax positions, management is unable to estimate the timing of related payments, if any, that will be made subsequent to 2016. These amounts do not include any potential indirect benefits resulting from deductions or credits for payments made to other jurisdictions.
|
▪
|
Report of Independent Registered Public Accounting Firm.
|
▪
|
Consolidated Balance Sheets at September 30, 2016 and 2015.
|
▪
|
Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended September 30, 2016, 2015 and 2014.
|
▪
|
Consolidated Statements of Cash Flows for the years ended September 30, 2016, 2015 and 2014.
|
▪
|
Consolidated Statements of Shareholders’ Equity for the years ended September 30, 2016, 2015 and 2014.
|
▪
|
Notes to Consolidated Financial Statements.
|
▪
|
Schedule II – Valuation and Qualifying Account.
|
|
At September 30, 2016
|
|
At September 30, 2015
|
||||
CURRENT ASSETS
|
|
|
|
|
|
||
Cash and equivalents
|
$
|
72,553
|
|
|
$
|
52,001
|
|
Accounts receivable, net of allowances of $6,425 and $5,342
|
233,751
|
|
|
218,755
|
|
||
Contract costs and recognized income not yet billed, net of progress payments of $8,001 and $16,467
|
126,961
|
|
|
103,895
|
|
||
Inventories, net
|
308,869
|
|
|
325,809
|
|
||
Prepaid and other current assets
|
38,605
|
|
|
40,258
|
|
||
Assets of discontinued operations
|
219
|
|
|
236
|
|
||
Total Current Assets
|
780,958
|
|
|
740,954
|
|
||
PROPERTY, PLANT AND EQUIPMENT, net
|
405,404
|
|
|
379,972
|
|
||
GOODWILL
|
361,185
|
|
|
356,241
|
|
||
INTANGIBLE ASSETS, net
|
210,599
|
|
|
213,837
|
|
||
OTHER ASSETS
|
21,982
|
|
|
18,554
|
|
||
ASSETS OF DISCONTINUED OPERATIONS
|
1,968
|
|
|
3,255
|
|
||
Total Assets
|
$
|
1,782,096
|
|
|
$
|
1,712,813
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
||
Notes payable and current portion of long-term debt
|
$
|
22,644
|
|
|
$
|
16,593
|
|
Accounts payable
|
190,341
|
|
|
199,811
|
|
||
Accrued liabilities
|
103,594
|
|
|
101,204
|
|
||
Liabilities of discontinued operations
|
1,684
|
|
|
2,229
|
|
||
Total Current Liabilities
|
318,263
|
|
|
319,837
|
|
||
LONG-TERM DEBT, net
|
913,914
|
|
|
826,976
|
|
||
OTHER LIABILITIES
|
137,266
|
|
|
132,096
|
|
||
LIABILITIES OF DISCONTINUED OPERATIONS
|
1,706
|
|
|
3,379
|
|
||
Total Liabilities
|
1,371,149
|
|
|
1,282,288
|
|
||
COMMITMENTS AND CONTINGENCIES - See Note 14
|
|
|
|
|
|
||
SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
||
Preferred stock, par value $0.25 per share, authorized 3,000 shares, no shares issued
|
—
|
|
|
—
|
|
||
Common stock, par value $0.25 per share, authorized 85,000 shares, issued 79,966 shares and 79,080 shares
|
19,992
|
|
|
19,770
|
|
||
Capital in excess of par value
|
529,980
|
|
|
518,485
|
|
||
Retained earnings
|
475,760
|
|
|
454,548
|
|
||
Treasury shares, at cost, 34,797 common shares and 30,737 common shares
|
(501,866
|
)
|
|
(436,559
|
)
|
||
Accumulated other comprehensive loss
|
(81,241
|
)
|
|
(91,188
|
)
|
||
Deferred compensation
|
(31,678
|
)
|
|
(34,531
|
)
|
||
Total Shareholders’ Equity
|
410,947
|
|
|
430,525
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
1,782,096
|
|
|
$
|
1,712,813
|
|
|
Years Ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenue
|
$
|
1,957,161
|
|
|
$
|
2,016,032
|
|
|
$
|
1,991,811
|
|
Cost of goods and services
|
1,483,727
|
|
|
1,540,254
|
|
|
1,532,412
|
|
|||
Gross profit
|
473,434
|
|
|
475,778
|
|
|
459,399
|
|
|||
Selling, general and administrative expenses
|
364,027
|
|
|
374,761
|
|
|
375,099
|
|
|||
Restructuring and other related charges
|
5,900
|
|
|
—
|
|
|
6,136
|
|
|||
Total operating expenses
|
369,927
|
|
|
374,761
|
|
|
381,235
|
|
|||
Income from operations
|
103,507
|
|
|
101,017
|
|
|
78,164
|
|
|||
Other income (expense)
|
|
|
|
|
|
|
|
|
|||
Interest expense
|
(51,254
|
)
|
|
(48,173
|
)
|
|
(48,447
|
)
|
|||
Interest income
|
143
|
|
|
301
|
|
|
303
|
|
|||
Loss from debt extinguishment
|
—
|
|
|
—
|
|
|
(38,890
|
)
|
|||
Other, net
|
768
|
|
|
491
|
|
|
3,154
|
|
|||
Total other income (expense)
|
(50,343
|
)
|
|
(47,381
|
)
|
|
(83,880
|
)
|
|||
Income (loss) before taxes
|
53,164
|
|
|
53,636
|
|
|
(5,716
|
)
|
|||
Provision (benefit) for income taxes
|
23,154
|
|
|
19,347
|
|
|
(5,539
|
)
|
|||
Net income (loss)
|
$
|
30,010
|
|
|
$
|
34,289
|
|
|
$
|
(177
|
)
|
|
|
|
|
|
|
||||||
Basic earnings per common share
|
$
|
0.73
|
|
|
$
|
0.77
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Weighted-average shares outstanding
|
41,074
|
|
|
44,608
|
|
|
49,367
|
|
|||
|
|
|
|
|
|
||||||
Diluted earnings per common share
|
$
|
0.68
|
|
|
$
|
0.73
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Weighted-average shares outstanding
|
44,109
|
|
|
46,939
|
|
|
49,367
|
|
|||
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
30,010
|
|
|
$
|
34,289
|
|
|
$
|
(177
|
)
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss), net of taxes:
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation adjustments
|
17,284
|
|
|
(56,358
|
)
|
|
(23,933
|
)
|
|||
Pension and other post-retirement plans
|
(5,651
|
)
|
|
(4,326
|
)
|
|
(3,914
|
)
|
|||
Change in available-for-sale securities
|
—
|
|
|
(870
|
)
|
|
870
|
|
|||
Gain (loss) on cash flow hedge
|
(1,686
|
)
|
|
430
|
|
|
252
|
|
|||
Total other comprehensive income (loss), net of taxes
|
9,947
|
|
|
(61,124
|
)
|
|
(26,725
|
)
|
|||
Comprehensive income (loss), net
|
$
|
39,957
|
|
|
$
|
(26,835
|
)
|
|
$
|
(26,902
|
)
|
|
Years Ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|||
Net income (loss)
|
$
|
30,010
|
|
|
$
|
34,289
|
|
|
$
|
(177
|
)
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
70,208
|
|
|
69,800
|
|
|
67,396
|
|
|||
Stock-based compensation
|
10,136
|
|
|
11,110
|
|
|
11,473
|
|
|||
Asset impairment charges - restructuring
|
—
|
|
|
—
|
|
|
191
|
|
|||
Provision for losses on accounts receivable
|
338
|
|
|
84
|
|
|
359
|
|
|||
Amortization of deferred financing costs and debt discounts
|
7,415
|
|
|
6,982
|
|
|
6,427
|
|
|||
Loss from debt extinguishment
|
—
|
|
|
—
|
|
|
38,890
|
|
|||
Deferred income tax (benefit)
|
8,082
|
|
|
2,132
|
|
|
(5,131
|
)
|
|||
(Gain) loss on sale/disposal of assets and investments
|
(350
|
)
|
|
(342
|
)
|
|
244
|
|
|||
Change in assets and liabilities, net of assets and liabilities acquired:
|
|
|
|
|
|
|
|
|
|||
(Increase) decrease in accounts receivable and contract costs and recognized income not yet billed
|
(34,296
|
)
|
|
32,150
|
|
|
6,009
|
|
|||
(Increase) decrease in inventories
|
20,533
|
|
|
(48,356
|
)
|
|
(50,461
|
)
|
|||
Increase in prepaid and other assets
|
(19,091
|
)
|
|
(5,022
|
)
|
|
(4,278
|
)
|
|||
Increase (decrease) in accounts payable, accrued liabilities and income taxes payable
|
8,950
|
|
|
(27,250
|
)
|
|
21,304
|
|
|||
Other changes, net
|
4,002
|
|
|
560
|
|
|
1,055
|
|
|||
Net cash provided by operating activities
|
105,937
|
|
|
76,137
|
|
|
93,301
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|||
Acquisition of property, plant and equipment
|
(90,759
|
)
|
|
(73,620
|
)
|
|
(77,094
|
)
|
|||
Acquired business, net of cash acquired
|
(4,470
|
)
|
|
(2,225
|
)
|
|
(62,306
|
)
|
|||
Investment sales (purchases)
|
715
|
|
|
8,891
|
|
|
(8,402
|
)
|
|||
Proceeds from sale of property, plant and equipment
|
909
|
|
|
334
|
|
|
552
|
|
|||
Net cash used in investing activities
|
(93,605
|
)
|
|
(66,620
|
)
|
|
(147,250
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|||
Proceeds from issuance of common stock
|
—
|
|
|
371
|
|
|
584
|
|
|||
Dividends paid
|
(8,798
|
)
|
|
(7,654
|
)
|
|
(6,273
|
)
|
|||
Purchase of shares for treasury
|
(65,307
|
)
|
|
(82,343
|
)
|
|
(79,614
|
)
|
|||
Proceeds from long-term debt
|
302,362
|
|
|
233,491
|
|
|
691,943
|
|
|||
Payments of long-term debt
|
(214,986
|
)
|
|
(187,735
|
)
|
|
(603,094
|
)
|
|||
Change in short-term borrowings
|
(54
|
)
|
|
(365
|
)
|
|
(749
|
)
|
|||
Financing costs
|
(4,384
|
)
|
|
(1,308
|
)
|
|
(11,298
|
)
|
|||
Purchase of ESOP shares
|
—
|
|
|
—
|
|
|
(20,000
|
)
|
|||
Tax effect from exercise/vesting of equity awards, net
|
—
|
|
|
345
|
|
|
273
|
|
|||
Other, net
|
55
|
|
|
347
|
|
|
298
|
|
|||
Net cash provided by (used) in financing activities
|
8,888
|
|
|
(44,851
|
)
|
|
(27,930
|
)
|
|||
CASH FLOWS FROM DISCONTINUED OPERATIONS:
|
|
|
|
|
|
|
|
|
|||
Net cash used in operating activities
|
(1,554
|
)
|
|
(918
|
)
|
|
(1,528
|
)
|
|||
Net cash used in discontinued operations
|
(1,554
|
)
|
|
(918
|
)
|
|
(1,528
|
)
|
|||
Effect of exchange rate changes on cash and equivalents
|
886
|
|
|
(4,152
|
)
|
|
(2,318
|
)
|
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS
|
20,552
|
|
|
(40,404
|
)
|
|
(85,725
|
)
|
|||
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD
|
52,001
|
|
|
92,405
|
|
|
178,130
|
|
|||
CASH AND EQUIVALENTS AT END OF PERIOD
|
$
|
72,553
|
|
|
$
|
52,001
|
|
|
$
|
92,405
|
|
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
|
|
|
|
|
|||
Cash paid for interest
|
$
|
44,305
|
|
|
$
|
41,580
|
|
|
$
|
60,246
|
|
Cash paid for taxes
|
3,431
|
|
|
16,446
|
|
|
9,626
|
|
|
COMMON STOCK
|
|
CAPITAL IN
EXCESS OF
PAR VALUE
|
|
RETAINED
EARNINGS
|
|
TREASURY SHARES
|
|
ACCUMULATED OTHER
COMPREHENSIVE
INCOME (LOSS)
|
|
DEFERRED
COMPENSATION
|
|
Total
|
||||||||||||||||||||
(in thousands)
|
SHARES
|
|
PAR VALUE
|
|
|
|
SHARES
|
|
COST
|
|
|
|
|||||||||||||||||||||
Balance at 9/30/2013
|
77,616
|
|
|
$
|
19,404
|
|
|
$
|
494,412
|
|
|
$
|
434,363
|
|
|
18,527
|
|
|
$
|
(274,602
|
)
|
|
$
|
(3,339
|
)
|
|
$
|
(19,774
|
)
|
|
$
|
650,464
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(177
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(177
|
)
|
|||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,273
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,273
|
)
|
|||||||
Tax effect from exercise/vesting of equity awards, net
|
—
|
|
|
—
|
|
|
273
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
273
|
|
|||||||
Amortization of deferred compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,457
|
|
|
2,457
|
|
|||||||
Common stock issued
|
44
|
|
|
11
|
|
|
573
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
584
|
|
|||||||
Common stock acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,808
|
|
|
(79,614
|
)
|
|
—
|
|
|
—
|
|
|
(79,614
|
)
|
|||||||
Equity awards granted, net
|
824
|
|
|
206
|
|
|
(358
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(152
|
)
|
|||||||
ESOP purchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,000
|
)
|
|
(20,000
|
)
|
|||||||
ESOP allocation of common stock
|
—
|
|
|
—
|
|
|
(283
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(283
|
)
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
11,473
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,473
|
|
|||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,725
|
)
|
|
—
|
|
|
(26,725
|
)
|
|||||||
Balance at 9/30/2014
|
78,484
|
|
|
$
|
19,621
|
|
|
$
|
506,090
|
|
|
$
|
427,913
|
|
|
25,335
|
|
|
$
|
(354,216
|
)
|
|
$
|
(30,064
|
)
|
|
$
|
(37,317
|
)
|
|
$
|
532,027
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
34,289
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,289
|
|
|||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,654
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,654
|
)
|
|||||||
Tax effect from exercise/vesting of equity awards, net
|
—
|
|
|
—
|
|
|
345
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
345
|
|
|||||||
Amortization of deferred compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,786
|
|
|
2,786
|
|
|||||||
Common stock issued
|
69
|
|
|
17
|
|
|
354
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
371
|
|
|||||||
Common stock acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,402
|
|
|
(82,343
|
)
|
|
—
|
|
|
—
|
|
|
(82,343
|
)
|
|||||||
Equity awards granted, net
|
527
|
|
|
132
|
|
|
(384
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(252
|
)
|
|||||||
ESOP allocation of common stock
|
—
|
|
|
—
|
|
|
970
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
970
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
11,110
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,110
|
|
|||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(61,124
|
)
|
|
—
|
|
|
(61,124
|
)
|
|||||||
Balance at 9/30/2015
|
79,080
|
|
|
$
|
19,770
|
|
|
$
|
518,485
|
|
|
$
|
454,548
|
|
|
30,737
|
|
|
$
|
(436,559
|
)
|
|
$
|
(91,188
|
)
|
|
$
|
(34,531
|
)
|
|
$
|
430,525
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
30,010
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,010
|
|
|||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,798
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,798
|
)
|
|||||||
Amortization of deferred compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,853
|
|
|
2,853
|
|
|||||||
Common stock issued
|
41
|
|
|
10
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Common stock acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,060
|
|
|
(65,307
|
)
|
|
—
|
|
|
—
|
|
|
(65,307
|
)
|
|||||||
Equity awards granted, net
|
845
|
|
|
212
|
|
|
52
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
264
|
|
|||||||
ESOP allocation of common stock
|
—
|
|
|
—
|
|
|
1,317
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,317
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
10,136
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,136
|
|
|||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,947
|
|
|
—
|
|
|
9,947
|
|
|||||||
Balance at 9/30/2016
|
79,966
|
|
|
$
|
19,992
|
|
|
$
|
529,980
|
|
|
$
|
475,760
|
|
|
34,797
|
|
|
$
|
(501,866
|
)
|
|
$
|
(81,241
|
)
|
|
$
|
(31,678
|
)
|
|
$
|
410,947
|
|
•
|
Home & Building Products (“HBP”) consists of
two
companies, The AMES Companies, Inc. (“AMES”) and Clopay Building Products (“CBP”):
|
◦
|
AMES is the leading U.S. manufacturer and a global provider of long-handled tools and landscaping products for homeowners and professionals.
|
◦
|
CBP is a leading manufacturer and marketer of residential and commercial garage doors and sells to professional dealers and some of the largest home center retail chains in North America.
|
•
|
Telephonics Corporation ("Telephonics") is recognized globally as a leading provider of highly sophisticated intelligence, surveillance and communications solutions for defense, aerospace and commercial customers.
|
•
|
Clopay Plastic Products Company, Inc. ("PPC") is a global leader in the development and production of embossed, laminated and printed specialty plastic films for hygienic, health-care and industrial products and sells to some of the world's largest consumer products companies.
|
•
|
Level 1 inputs are measured and recorded at fair value based upon quoted prices in active markets for identical assets.
|
•
|
Level 2 inputs include inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of assets or liabilities.
|
•
|
Level 3 inputs are unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
|
|
Cyclone
|
Northcote
|
Total
|
||||||
Current Assets and Other, net of cash acquired
|
$
|
21,116
|
|
$
|
7,398
|
|
$
|
28,514
|
|
PP&E
|
488
|
|
1,385
|
|
1,873
|
|
|||
Goodwill
|
13,587
|
|
11,254
|
|
24,841
|
|
|||
Amortizable intangible assets
|
11,608
|
|
6,098
|
|
17,706
|
|
|||
Indefinite life intangible assets
|
3,548
|
|
3,121
|
|
6,669
|
|
|||
Total assets acquired
|
$
|
50,347
|
|
$
|
29,256
|
|
$
|
79,603
|
|
Total liabilities assumed
|
(10,822
|
)
|
(7,475
|
)
|
$
|
(18,297
|
)
|
||
Net assets acquired
|
$
|
39,525
|
|
$
|
21,781
|
|
$
|
61,306
|
|
|
Cyclone
|
Northcote
|
Total
|
Amortization
Period (Years) |
||||||
Goodwill
|
$
|
13,587
|
|
$
|
11,254
|
|
$
|
24,841
|
|
N/A
|
Trade names
|
3,548
|
|
3,121
|
|
6,669
|
|
Indefinite
|
|||
Customer relationships
|
11,608
|
|
6,098
|
|
17,706
|
|
25
|
|||
|
$
|
28,743
|
|
$
|
20,473
|
|
$
|
49,216
|
|
|
|
At September 30,
2016 |
|
At September 30,
2015 |
||||
Raw materials and supplies
|
$
|
81,345
|
|
|
$
|
91,973
|
|
Work in process
|
75,852
|
|
|
70,811
|
|
||
Finished goods
|
151,672
|
|
|
163,025
|
|
||
Total
|
$
|
308,869
|
|
|
$
|
325,809
|
|
|
At September 30,
2016 |
|
At September 30,
2015 |
||||
Land, building and building improvements
|
$
|
138,204
|
|
|
$
|
131,546
|
|
Machinery and equipment
|
804,280
|
|
|
747,194
|
|
||
Leasehold improvements
|
51,015
|
|
|
47,465
|
|
||
|
993,499
|
|
|
926,205
|
|
||
Accumulated depreciation and amortization
|
(588,095
|
)
|
|
(546,233
|
)
|
||
Total
|
$
|
405,404
|
|
|
$
|
379,972
|
|
|
At September 30,
2014 |
|
Foreign currency translation adjustments
|
|
September 30,
2015 |
|
Foreign currency translation adjustments
|
|
September 30,
2016 |
||||||||||
Home & Building Products
|
$
|
290,661
|
|
|
$
|
(4,836
|
)
|
|
$
|
285,825
|
|
|
$
|
1,792
|
|
|
$
|
287,617
|
|
Telephonics
|
18,545
|
|
|
—
|
|
|
18,545
|
|
|
—
|
|
|
18,545
|
|
|||||
PPC
|
64,905
|
|
|
(13,034
|
)
|
|
51,871
|
|
|
3,152
|
|
|
55,023
|
|
|||||
Total
|
$
|
374,111
|
|
|
$
|
(17,870
|
)
|
|
$
|
356,241
|
|
|
$
|
4,944
|
|
|
$
|
361,185
|
|
|
At September 30, 2016
|
|
|
|
At September 30, 2015
|
||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Average
Life
(Years)
|
|
Gross Carrying
Amount
|
|
Accumulated Amortization
|
||||||||
Customer relationships
|
$
|
170,652
|
|
|
$
|
47,217
|
|
|
25
|
|
$
|
168,560
|
|
|
$
|
39,755
|
|
Unpatented technology
|
6,073
|
|
|
4,060
|
|
|
12.5
|
|
6,107
|
|
|
3,525
|
|
||||
Total amortizable intangible assets
|
176,725
|
|
|
51,277
|
|
|
|
|
174,667
|
|
|
43,280
|
|
||||
Trademarks
|
85,151
|
|
|
—
|
|
|
|
|
82,450
|
|
|
—
|
|
||||
Total intangible assets
|
$
|
261,876
|
|
|
$
|
51,277
|
|
|
|
|
$
|
257,117
|
|
|
$
|
43,280
|
|
|
At September 30,
2016 |
|
At September 30,
2015 |
||||
Assets of discontinued operations:
|
|
|
|
|
|
||
Prepaid and other current assets
|
$
|
219
|
|
|
$
|
236
|
|
Other long-term assets
|
1,968
|
|
|
3,255
|
|
||
Total assets of discontinued operations
|
$
|
2,187
|
|
|
$
|
3,491
|
|
|
|
|
|
||||
Liabilities of discontinued operations:
|
|
|
|
|
|
||
Accrued liabilities, current
|
$
|
1,684
|
|
|
$
|
2,229
|
|
Other long-term liabilities
|
1,706
|
|
|
3,379
|
|
||
Total liabilities of discontinued operations
|
$
|
3,390
|
|
|
$
|
5,608
|
|
|
At September 30,
2016 |
|
At September 30,
2015 |
||||
Compensation
|
$
|
44,781
|
|
|
$
|
53,805
|
|
Interest
|
4,011
|
|
|
3,395
|
|
||
Warranties and rebates
|
6,187
|
|
|
6,501
|
|
||
Insurance
|
13,374
|
|
|
12,401
|
|
||
Rent, utilities and freight
|
2,555
|
|
|
2,094
|
|
||
Income and other taxes
|
13,226
|
|
|
8,312
|
|
||
Marketing and advertising
|
1,961
|
|
|
1,809
|
|
||
Restructuring
|
3,491
|
|
|
481
|
|
||
Other
|
14,008
|
|
|
12,406
|
|
||
Total
|
$
|
103,594
|
|
|
$
|
101,204
|
|
|
Workforce
Reduction
|
|
Facilities &
Exit Costs
|
|
Other Related
Costs
|
|
Non-cash
Facility and
Other
|
|
Total
|
||||||||||
Amounts incurred in the year ended:
|
|
|
|
|
|
|
|
|
|
||||||||||
September 30, 2016
|
$
|
3,337
|
|
|
$
|
659
|
|
|
$
|
1,073
|
|
|
$
|
831
|
|
|
$
|
5,900
|
|
|
Workforce
Reduction
|
|
Facilities &
Exit Costs
|
|
Other Related
Costs
|
|
Total
|
||||||||
Accrued liability at September 30, 2015
|
$
|
481
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
481
|
|
Charges
|
3,337
|
|
|
659
|
|
|
1,073
|
|
|
5,069
|
|
||||
Payments
|
(1,331
|
)
|
|
(659
|
)
|
|
(69
|
)
|
|
(2,059
|
)
|
||||
Accrued liability at September 30, 2016
|
$
|
2,487
|
|
|
$
|
—
|
|
|
$
|
1,004
|
|
|
$
|
3,491
|
|
|
Years Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
Balance, beginning of period
|
$
|
6,040
|
|
|
$
|
6,044
|
|
Warranties issued and changes in estimated pre-existing warranties
|
6,501
|
|
|
7,959
|
|
||
Actual warranty costs incurred
|
(6,219
|
)
|
|
(7,963
|
)
|
||
Balance, end of period
|
$
|
6,322
|
|
|
$
|
6,040
|
|
|
At September 30,
2016 |
||
Total minimum lease payments
|
$
|
9,250
|
|
Less amount representing interest payments
|
(1,359
|
)
|
|
Present value of net minimum lease payments
|
7,891
|
|
|
Current portion
|
(1,566
|
)
|
|
Capitalized lease obligation, less current portion
|
$
|
6,325
|
|
|
|
|
At September 30, 2016
|
|||||||||||||||||
|
|
|
Outstanding
Balance
|
|
Original
Issuer
Discount
|
|
Capitalized Fees & Expenses
|
|
Balance
Sheet
|
|
Coupon
Interest Rate
|
|||||||||
Senior note due 2022
|
(a)
|
|
$
|
725,000
|
|
|
(1,447
|
)
|
|
$
|
(9,799
|
)
|
|
$
|
713,754
|
|
|
5.25
|
%
|
|
Revolver due 2020
|
(b)
|
|
—
|
|
|
—
|
|
|
(2,425
|
)
|
|
(2,425
|
)
|
|
n/a
|
|
||||
Convert. debt due 2017
|
(c)
|
|
100,000
|
|
|
(1,248
|
)
|
|
(148
|
)
|
|
98,604
|
|
|
4.00
|
%
|
||||
Real estate mortgages
|
(d)
|
|
37,861
|
|
|
—
|
|
|
(595
|
)
|
|
37,266
|
|
|
n/a
|
|
||||
ESOP Loans
|
(e)
|
|
34,387
|
|
|
—
|
|
|
(237
|
)
|
|
34,150
|
|
|
n/a
|
|
||||
Capital lease - real estate
|
(f)
|
|
6,447
|
|
|
—
|
|
|
(131
|
)
|
|
6,316
|
|
|
5.00
|
%
|
||||
Non U.S. lines of credit
|
(g)
|
|
11,462
|
|
|
|
|
|
(1
|
)
|
|
11,461
|
|
|
n/a
|
|
||||
Non U.S. term loans
|
(g)
|
|
33,669
|
|
|
—
|
|
|
(247
|
)
|
|
33,422
|
|
|
n/a
|
|
||||
Other long term debt
|
(h)
|
|
4,030
|
|
|
—
|
|
|
(20
|
)
|
|
4,010
|
|
|
n/a
|
|
||||
Totals
|
|
|
952,856
|
|
|
(2,695
|
)
|
|
(13,603
|
)
|
|
936,558
|
|
|
|
|
||||
less: Current portion
|
|
|
(22,644
|
)
|
|
—
|
|
|
—
|
|
|
(22,644
|
)
|
|
|
|
||||
Long-term debt
|
|
|
$
|
930,212
|
|
|
$
|
(2,695
|
)
|
|
$
|
(13,603
|
)
|
|
$
|
913,914
|
|
|
|
|
|
|
|
At September 30, 2015
|
|||||||||||||||||
|
|
|
Outstanding
Balance
|
|
Original
Issuer
Discount
|
|
Capitalized
Fees & Expenses |
|
Balance
Sheet
|
|
Coupon
Interest Rate
|
|||||||||
Senior notes due 2022
|
(a)
|
|
$
|
600,000
|
|
|
$
|
—
|
|
|
$
|
(8,264
|
)
|
|
$
|
591,736
|
|
|
5.25
|
%
|
Revolver due 2020
|
(b)
|
|
35,000
|
|
|
—
|
|
|
(2,049
|
)
|
|
32,951
|
|
|
n/a
|
|
||||
Convert. debt due 2017
|
(c)
|
|
100,000
|
|
|
(5,594
|
)
|
|
(571
|
)
|
|
93,835
|
|
|
4.00
|
%
|
||||
Real estate mortgages
|
(d)
|
|
32,280
|
|
|
—
|
|
|
(470
|
)
|
|
31,810
|
|
|
n/a
|
|
||||
ESOP Loans
|
(e)
|
|
36,744
|
|
|
—
|
|
|
(224
|
)
|
|
36,520
|
|
|
n/a
|
|
||||
Capital lease - real estate
|
(f)
|
|
7,524
|
|
|
—
|
|
|
(156
|
)
|
|
7,368
|
|
|
5.00
|
%
|
||||
Non U.S. lines of credit
|
(g)
|
|
8,934
|
|
|
—
|
|
|
(3
|
)
|
|
8,931
|
|
|
n/a
|
|
||||
Non U.S. term loans
|
(g)
|
|
39,142
|
|
|
—
|
|
|
(299
|
)
|
|
38,843
|
|
|
n/a
|
|
||||
Other long term debt
|
(h)
|
|
1,575
|
|
|
—
|
|
|
—
|
|
|
1,575
|
|
|
|
|
||||
Totals
|
|
|
861,199
|
|
|
(5,594
|
)
|
|
(12,036
|
)
|
|
843,569
|
|
|
|
|
||||
less: Current portion
|
|
|
(16,593
|
)
|
|
—
|
|
|
—
|
|
|
(16,593
|
)
|
|
|
|
||||
Long-term debt
|
|
|
$
|
844,606
|
|
|
$
|
(5,594
|
)
|
|
$
|
(12,036
|
)
|
|
$
|
826,976
|
|
|
|
|
|
|
|
Year Ended September 30, 2016
|
|||||||||||||||||
|
|
|
Effective
Interest Rate
|
|
Cash Interest
|
|
Amort. Debt
Discount
|
|
Amort.
Deferred Cost
& Other Fees
|
|
Total Interest
Expense
|
|||||||||
Senior notes due 2022
|
(a)
|
|
5.48
|
%
|
|
33,906
|
|
|
103
|
|
|
1,481
|
|
|
35,490
|
|
||||
Revolver due 2018
|
(b)
|
|
n/a
|
|
|
2,564
|
|
|
—
|
|
|
512
|
|
|
3,076
|
|
||||
Convert. debt due 2017
|
(c)
|
|
9.0
|
%
|
|
4,000
|
|
|
4,346
|
|
|
443
|
|
|
8,789
|
|
||||
Real estate mortgages
|
(d)
|
|
2.2
|
%
|
|
695
|
|
|
—
|
|
|
82
|
|
|
777
|
|
||||
ESOP Loans
|
(e)
|
|
3.1
|
%
|
|
1,090
|
|
|
—
|
|
|
236
|
|
|
1,326
|
|
||||
Capital lease - real estate
|
(f)
|
|
5.5
|
%
|
|
353
|
|
|
—
|
|
|
25
|
|
|
378
|
|
||||
Non U.S. lines of credit
|
(g)
|
|
n/a
|
|
|
950
|
|
|
—
|
|
|
91
|
|
|
1,041
|
|
||||
Non U.S. term loans
|
(g)
|
|
n/a
|
|
|
1,080
|
|
|
—
|
|
|
87
|
|
|
1,167
|
|
||||
Other long term debt
|
(h)
|
|
n/a
|
|
|
283
|
|
|
|
|
|
9
|
|
|
292
|
|
||||
Capitalized interest
|
|
|
|
|
|
(1,082
|
)
|
|
|
|
|
|
|
|
(1,082
|
)
|
||||
Totals
|
|
|
|
|
|
$
|
43,839
|
|
|
$
|
4,449
|
|
|
$
|
2,966
|
|
|
$
|
51,254
|
|
|
|
|
Year Ended September 30, 2015
|
|||||||||||||
|
|
|
Effective
Interest Rate
|
|
Cash Interest
|
|
Amort. Debt
Discount
|
|
Amort.
Deferred Cost
& Other Fees
|
|
Total Interest
Expense
|
|||||
Senior notes due 2022
|
(a)
|
|
5.46
|
%
|
|
31,500
|
|
|
—
|
|
|
1,289
|
|
|
32,789
|
|
Revolver due 2018
|
(b)
|
|
n/a
|
|
|
2,301
|
|
|
—
|
|
|
520
|
|
|
2,821
|
|
Convert. debt due 2017
|
(c)
|
|
9.1
|
%
|
|
4,000
|
|
|
3,989
|
|
|
444
|
|
|
8,433
|
|
Real estate mortgages
|
(d)
|
|
3.8
|
%
|
|
468
|
|
|
—
|
|
|
576
|
|
|
1,044
|
|
ESOP Loans
|
(e)
|
|
2.9
|
%
|
|
1,025
|
|
|
—
|
|
|
69
|
|
|
1,094
|
|
Capital lease - real estate
|
(f)
|
|
5.3
|
%
|
|
405
|
|
|
—
|
|
|
25
|
|
|
430
|
|
Non U.S. lines of credit
|
(g)
|
|
n/a
|
|
|
661
|
|
|
—
|
|
|
—
|
|
|
661
|
|
Non U.S. term loan
|
(g)
|
|
n/a
|
|
|
1,335
|
|
|
—
|
|
|
57
|
|
|
1,392
|
|
Other long term debt
|
(h)
|
|
|
|
|
166
|
|
|
—
|
|
|
13
|
|
|
179
|
|
Capitalized interest
|
|
|
|
|
|
(670
|
)
|
|
—
|
|
|
—
|
|
|
(670
|
)
|
Totals
|
|
|
|
|
|
41,191
|
|
|
3,989
|
|
|
2,993
|
|
|
48,173
|
|
|
|
|
Year Ended September 30, 2014
|
|||||||||||||||||
|
|
|
Effective
Interest Rate
|
|
Cash Interest
|
|
Amort. Debt
Discount
|
|
Amort.
Deferred Cost
& Other Fees
|
|
Total Interest
Expense
|
|||||||||
Senior notes due 2018
|
(a)
|
|
7.4
|
%
|
|
$
|
15,930
|
|
|
$
|
—
|
|
|
$
|
667
|
|
|
$
|
16,597
|
|
Senior notes due 2022
|
(a)
|
|
5.25
|
%
|
|
18,550
|
|
|
|
|
759
|
|
|
19,309
|
|
|||||
Revolver due 2018
|
(b)
|
|
n/a
|
|
|
1,094
|
|
|
—
|
|
|
570
|
|
|
1,664
|
|
||||
Convert. debt due 2017
|
(c)
|
|
9.1
|
%
|
|
4,000
|
|
|
3,662
|
|
|
443
|
|
|
8,105
|
|
||||
Real estate mortgages
|
(d)
|
|
3.9
|
%
|
|
500
|
|
|
—
|
|
|
144
|
|
|
644
|
|
||||
ESOP Loans
|
(e)
|
|
2.8
|
%
|
|
747
|
|
|
—
|
|
|
54
|
|
|
801
|
|
||||
Capital lease - real estate
|
(f)
|
|
5.3
|
%
|
|
456
|
|
|
—
|
|
|
25
|
|
|
481
|
|
||||
Non U.S. lines of credit
|
(g)
|
|
n/a
|
|
|
919
|
|
|
—
|
|
|
27
|
|
|
946
|
|
||||
Non U.S. term loan
|
(g)
|
|
n/a
|
|
|
847
|
|
|
—
|
|
|
36
|
|
|
883
|
|
||||
Other long term debt
|
(h)
|
|
|
|
70
|
|
|
—
|
|
|
40
|
|
|
110
|
|
|||||
Capitalized interest
|
|
|
|
|
|
(1,093
|
)
|
|
—
|
|
|
—
|
|
|
(1,093
|
)
|
||||
Totals
|
|
|
|
|
|
$
|
42,020
|
|
|
$
|
3,662
|
|
|
$
|
2,765
|
|
|
$
|
48,447
|
|
(a)
|
On May 18, 2016, in an unregistered offering through a private placement under Rule 144A, Griffon completed the add-on offering of
$125,000
principal amount of its
5.25%
senior notes due 2022, at
98.76%
of par, to Griffon's previous issuance of
$600,000
5.25%
senior notes due in
2022
, at par, which was completed on February 27, 2014 (collectively the “Senior Notes”). As of May 18, 2016, outstanding Senior Notes due totaled
$725,000
; interest is payable semi-annually on March 1 and September 1. The net proceeds of the add-on offering were used to pay down outstanding borrowings under Griffon's Revolving Credit Facility (the "Credit Agreement").
|
(b)
|
On March 22, 2016, Griffon amended its Revolving Credit Facility (“Credit Agreement”) to increase the credit facility from
$250,000
to
$350,000
, extend its maturity from March 13, 2020 to March 22, 2021, and modify certain other provisions of the facility. The facility includes a letter 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. 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 (d) below). At
September 30, 2016
, there were
no
outstanding borrowings and standby letters of credit were
$16,275
under the Credit Agreement;
$333,725
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”). As of September 30, 2016, the current conversion rate of the 2017 Notes was
70.1632
shares of Griffon’s common stock per
$1
principal amount of notes, corresponding to a conversion price of
$14.25
per share. Since July 15, 2016, any holder has had the option to convert such holder's notes. Under the terms of the 2017 Notes, Griffon has the right to settle the conversion of the 2017 Notes in cash, stock or a combination of cash and stock. On July 14, 2016, Griffon announced that it will settle, upon conversion, up to
$125,000
of the conversion value of the 2017 Notes in cash, with amounts in excess of
$125,000
, if any, to be settled in shares of Griffon common stock. At both
September 30, 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
$121,563
on
September 30, 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. On November 14, 2016, Griffon adjusted the conversion rate of the 2017 Notes to
70.5867
shares of Griffon's common stock per
$1
principal amount of notes, corresponding to a conversion price of
$14.17
per share. This adjustment was made as a result of dividends paid the last two quarters; Griffon was not required to give effect to this adjustment prior to November 14, 2016 (the forty-second trading day prior to maturity), because the cumulative increase since the prior time the conversion rate was adjusted was less than
1%
. The conversion rate will be further adjusted for any dividends declared after November 14, 2016 for which the ex-dividend date is prior to maturity.
|
(d)
|
In September 2015 and March 2016, Griffon entered into mortgage loans in the amount 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
,
|
(e)
|
In August 2016, Griffon’s ESOP entered into an agreement that refinanced the existing ESOP loan into a new Term Loan in the amount of
$35,092
(the "Agreement"). The Agreement also provided for a Line Note with
$10,908
available to purchase shares of Griffon common stock in the open market. The availability period for the Line Note runs through August 2017 at which point the outstanding balance under the Line Note will be combined with the Term Loan. The Term Loan and Line Note bear interest at LIBOR plus
2.50%
. The Term Loan requires quarterly principal payments of
$655
through September 30, 2016 and
$569
thereafter, with a balloon payment due at maturity on March 22, 2020. 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. As of
September 30, 2016
,
$34,150
, net of issuance costs, was outstanding under the Term Loan. Subsequent to September 30, 2016 and through November 11, 2016, Griffon's ESOP purchased
548,912
shares of common stock for a total of
$9,213
or
$16.78
per share. The remaining amount available on the authorization is
$1,695
.
|
(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. As of September 30, 2016,
$6,316
was outstanding, net of issuance costs.
|
(g)
|
In September 2015, Clopay Europe GmbH (“Clopay Europe”) entered into a EUR
5,000
(
$5,612
as of
September 30, 2016
) revolving credit facility and a 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 2017, 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 September 30, 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 had an outstanding balance of EUR
10,000
(
$11,223
at
September 30, 2016
) and the revolver had
no
borrowings outstanding at
September 30, 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).
|
|
Defined Benefits for the Years Ended
September 30,
|
|
Supplemental Benefits for the Years
Ended September 30,
|
||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
Net periodic (benefits) costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
5,465
|
|
|
7,526
|
|
|
8,205
|
|
|
1,243
|
|
|
1,302
|
|
|
1,497
|
|
||||||
Expected return on plan assets
|
(10,934
|
)
|
|
(11,728
|
)
|
|
(11,309
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Prior service costs
|
1
|
|
|
1
|
|
|
1
|
|
|
19
|
|
|
16
|
|
|
14
|
|
||||||
Actuarial loss
|
1,131
|
|
|
1,008
|
|
|
885
|
|
|
1,224
|
|
|
1,157
|
|
|
1,034
|
|
||||||
Total net periodic (benefits) costs
|
$
|
(4,337
|
)
|
|
$
|
(3,193
|
)
|
|
$
|
(2,196
|
)
|
|
$
|
2,486
|
|
|
$
|
2,475
|
|
|
$
|
2,545
|
|
|
Defined Benefits for the Years Ended
September 30,
|
|
Supplemental Benefits for the Years
Ended September 30,
|
||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||
Discount rate
|
3.42
|
%
|
|
3.98
|
%
|
|
4.49
|
%
|
|
2.86
|
%
|
|
3.50
|
%
|
|
4.09
|
%
|
Average wage increase
|
—
|
%
|
|
—
|
%
|
|
0.15
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Expected return on assets
|
7.50
|
%
|
|
8.00
|
%
|
|
8.00
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Defined Benefits at
September 30,
|
|
Supplemental Benefits at
September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Benefit obligation at beginning of fiscal year
|
$
|
184,846
|
|
|
$
|
194,327
|
|
|
$
|
37,305
|
|
|
$
|
38,207
|
|
Interest cost
|
5,465
|
|
|
7,526
|
|
|
1,243
|
|
|
1,302
|
|
||||
Benefits paid
|
(10,460
|
)
|
|
(10,300
|
)
|
|
(4,060
|
)
|
|
(4,082
|
)
|
||||
Actuarial (gain) loss
|
9,305
|
|
|
(6,707
|
)
|
|
1,286
|
|
|
1,878
|
|
||||
Benefit obligation at end of fiscal year
|
189,156
|
|
|
184,846
|
|
|
35,774
|
|
|
37,305
|
|
||||
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value of plan assets at beginning of fiscal year
|
144,625
|
|
|
154,966
|
|
|
—
|
|
|
—
|
|
||||
Actual return on plan assets
|
10,151
|
|
|
(1,711
|
)
|
|
—
|
|
|
—
|
|
||||
Company contributions
|
—
|
|
|
1,670
|
|
|
4,060
|
|
|
4,082
|
|
||||
Benefits paid
|
(10,460
|
)
|
|
(10,300
|
)
|
|
(4,060
|
)
|
|
(4,082
|
)
|
||||
Fair value of plan assets at end of fiscal year
|
144,316
|
|
|
144,625
|
|
|
—
|
|
|
—
|
|
||||
Projected benefit obligation in excess of plan assets
|
$
|
(44,840
|
)
|
|
$
|
(40,221
|
)
|
|
$
|
(35,774
|
)
|
|
$
|
(37,305
|
)
|
Amounts recognized in the statement of financial position consist of:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accrued liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(4,030
|
)
|
|
$
|
(4,056
|
)
|
Other liabilities (long-term)
|
(44,840
|
)
|
|
(40,221
|
)
|
|
(31,744
|
)
|
|
(33,249
|
)
|
||||
Total Liabilities
|
(44,840
|
)
|
|
(40,221
|
)
|
|
(35,774
|
)
|
|
(37,305
|
)
|
||||
Net actuarial losses
|
38,115
|
|
|
29,158
|
|
|
21,195
|
|
|
21,139
|
|
||||
Prior service cost
|
1
|
|
|
2
|
|
|
56
|
|
|
71
|
|
||||
Deferred taxes
|
(13,341
|
)
|
|
(10,206
|
)
|
|
(7,438
|
)
|
|
(7,423
|
)
|
||||
Total Accumulated other comprehensive loss, net of tax
|
24,775
|
|
|
18,954
|
|
|
13,813
|
|
|
13,787
|
|
||||
Net amount recognized at September 30,
|
$
|
(20,065
|
)
|
|
$
|
(21,267
|
)
|
|
$
|
(21,961
|
)
|
|
$
|
(23,518
|
)
|
Accumulated benefit obligations
|
$
|
189,156
|
|
|
$
|
184,846
|
|
|
$
|
35,774
|
|
|
$
|
37,305
|
|
Information for plans with accumulated benefit obligations in excess of plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
ABO
|
$
|
189,156
|
|
|
$
|
184,846
|
|
|
$
|
35,774
|
|
|
$
|
37,305
|
|
PBO
|
189,156
|
|
|
184,846
|
|
|
35,774
|
|
|
37,305
|
|
||||
Fair value of plan assets
|
144,316
|
|
|
144,625
|
|
|
—
|
|
|
—
|
|
|
Defined Benefits at
September 30,
|
|
Supplemental Benefits at
September 30,
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Weighted average discount rate
|
3.42
|
%
|
|
3.94
|
%
|
|
2.86
|
%
|
|
3.52
|
%
|
Weighted average wage increase
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
At September 30,
|
|
|
|||||
|
2016
|
|
2015
|
|
Target
|
|||
Cash and equivalents
|
18.0
|
%
|
|
1.0
|
%
|
|
—
|
%
|
Equity securities
|
57.7
|
%
|
|
52.7
|
%
|
|
63.0
|
%
|
Fixed income
|
19.3
|
%
|
|
41.0
|
%
|
|
37.0
|
%
|
Other
|
5.0
|
%
|
|
5.3
|
%
|
|
—
|
%
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
For the years ending September 30,
|
Defined
Benefits
|
|
Supplemental Benefits
|
||||
2017
|
$
|
10,735
|
|
|
$
|
4,060
|
|
2018
|
10,773
|
|
|
4,030
|
|
||
2019
|
10,861
|
|
|
3,821
|
|
||
2020
|
11,007
|
|
|
3,636
|
|
||
2021
|
11,141
|
|
|
3,442
|
|
||
2022 through 2026
|
55,439
|
|
|
12,927
|
|
At September 30, 2016
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
Cash and equivalents
|
$
|
26,008
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
26,008
|
|
Short-term investment funds
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Government agency securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Debt instruments
|
14,122
|
|
|
—
|
|
|
—
|
|
|
14,122
|
|
||||
Equity securities
|
44,759
|
|
|
—
|
|
|
—
|
|
|
44,759
|
|
||||
Commingled funds
|
—
|
|
|
53,703
|
|
|
—
|
|
|
53,703
|
|
||||
Limited partnerships and hedge fund investments
|
—
|
|
|
5,724
|
|
|
—
|
|
|
5,724
|
|
||||
Total
|
$
|
84,889
|
|
|
$
|
59,427
|
|
|
$
|
—
|
|
|
$
|
144,316
|
|
At September 30, 2015
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
Cash and equivalents
|
$
|
1,370
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,370
|
|
Debt instruments
|
14,291
|
|
|
—
|
|
|
—
|
|
|
14,291
|
|
||||
Equity securities
|
44,742
|
|
|
—
|
|
|
—
|
|
|
44,742
|
|
||||
Commingled funds
|
—
|
|
|
78,490
|
|
|
—
|
|
|
78,490
|
|
||||
Limited partnerships and hedge fund investments
|
—
|
|
|
5,732
|
|
|
—
|
|
|
5,732
|
|
||||
Total
|
$
|
60,403
|
|
|
$
|
84,222
|
|
|
$
|
—
|
|
|
$
|
144,625
|
|
|
At September 30,
|
||||
|
2016
|
|
2015
|
||
Allocated shares
|
2,596,016
|
|
|
2,479,776
|
|
Unallocated shares
|
2,784,579
|
|
|
3,037,831
|
|
|
5,380,595
|
|
|
5,517,607
|
|
|
For the Years Ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Domestic
|
$
|
54,163
|
|
|
$
|
54,515
|
|
|
$
|
(14,682
|
)
|
Non-U.S.
|
(999
|
)
|
|
(879
|
)
|
|
8,966
|
|
|||
|
$
|
53,164
|
|
|
$
|
53,636
|
|
|
$
|
(5,716
|
)
|
|
For the Years Ended September 30,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
U.S. Federal income tax provision (benefit) rate
|
35.0
|
%
|
|
35.0
|
%
|
|
(35.0
|
)%
|
State and local taxes, net of Federal benefit
|
4.1
|
%
|
|
4.9
|
%
|
|
17.5
|
%
|
Non-U.S. taxes
|
0.1
|
%
|
|
(0.4
|
)%
|
|
(35.8
|
)%
|
Change in tax contingency reserves
|
(3.7
|
)%
|
|
0.3
|
%
|
|
(36.0
|
)%
|
Repatriation of foreign earnings
|
—
|
%
|
|
0.9
|
%
|
|
4.7
|
%
|
Change in valuation allowance
|
3.9
|
%
|
|
(4.7
|
)%
|
|
4.5
|
%
|
Non-deductible/non-taxable items, net
|
1.6
|
%
|
|
(0.7
|
)%
|
|
(3.4
|
)%
|
Capitalized interest
|
1.9
|
%
|
|
—
|
%
|
|
—
|
%
|
Research and U.S. foreign tax credits
|
4.8
|
%
|
|
(0.5
|
)%
|
|
(3.9
|
)%
|
Deferred tax impact of state rate change
|
—
|
%
|
|
—
|
%
|
|
(4.5
|
)%
|
FASB adoption and other categories
|
(4.1
|
)%
|
|
—
|
%
|
|
—
|
%
|
Other
|
—
|
%
|
|
1.3
|
%
|
|
(5.0
|
)%
|
Effective tax provision (benefit) rate
|
43.6
|
%
|
|
36.1
|
%
|
|
(96.9
|
)%
|
|
At September 30,
|
||||||
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
|
|
||
Bad debt reserves
|
$
|
2,156
|
|
|
$
|
2,083
|
|
Inventory reserves
|
9,158
|
|
|
7,482
|
|
||
Deferred compensation (equity compensation and defined benefit plans)
|
39,866
|
|
|
38,169
|
|
||
Compensation benefits
|
5,770
|
|
|
6,186
|
|
||
Insurance reserve
|
3,285
|
|
|
3,079
|
|
||
Restructuring reserve
|
431
|
|
|
122
|
|
||
Warranty reserve
|
2,352
|
|
|
2,288
|
|
||
Net operating loss
|
31,732
|
|
|
24,089
|
|
||
Tax credits
|
3,573
|
|
|
6,704
|
|
||
Other reserves and accruals
|
4,238
|
|
|
5,206
|
|
||
|
102,561
|
|
|
95,408
|
|
||
Valuation allowance
|
(12,832
|
)
|
|
(10,462
|
)
|
||
Total deferred tax assets
|
89,729
|
|
|
84,946
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
||
Deferred income
|
(3,389
|
)
|
|
(7,432
|
)
|
||
Goodwill and intangibles
|
(72,907
|
)
|
|
(72,645
|
)
|
||
Property, plant and equipment
|
(46,391
|
)
|
|
(35,382
|
)
|
||
Interest
|
(496
|
)
|
|
(2,053
|
)
|
||
Other
|
(551
|
)
|
|
(102
|
)
|
||
Total deferred tax liabilities
|
(123,734
|
)
|
|
(117,614
|
)
|
||
Net deferred tax liabilities
|
$
|
(34,005
|
)
|
|
$
|
(32,668
|
)
|
|
At September 30,
|
||||||
|
2016
|
|
2015
|
||||
Prepaid and other current assets
|
$
|
—
|
|
|
$
|
—
|
|
Other assets
|
7,274
|
|
|
5,778
|
|
||
Current liabilities
|
—
|
|
|
—
|
|
||
Other liabilities
|
(41,925
|
)
|
|
(39,582
|
)
|
||
Assets of discontinued operations
|
646
|
|
|
1,136
|
|
||
Net deferred liability
|
$
|
(34,005
|
)
|
|
$
|
(32,668
|
)
|
Balance at September 30, 2014
|
$
|
7,906
|
|
Additions based on tax positions related to the current year
|
645
|
|
|
Reductions based on tax positions related to prior years
|
(252
|
)
|
|
Lapse of Statutes
|
(448
|
)
|
|
Balance at September 30, 2015
|
7,851
|
|
|
Additions based on tax positions related to the current year
|
268
|
|
|
Reductions based on tax positions related to prior years
|
(1,079
|
)
|
|
Lapse of Statutes
|
(1,085
|
)
|
|
Balance at Balance at September 30, 2016
|
$
|
5,955
|
|
|
For the Years Ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Pre-tax compensation expense
|
$
|
10,136
|
|
|
$
|
11,110
|
|
|
$
|
11,473
|
|
Tax benefit
|
(3,553
|
)
|
|
(4,000
|
)
|
|
(3,224
|
)
|
|||
Total stock-based compensation expense, net of tax
|
$
|
6,583
|
|
|
$
|
7,110
|
|
|
$
|
8,249
|
|
|
Options
|
|||||||||||
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Contractual
Term (Years)
|
|
Aggregated
Intrinsic Value |
|||||
Outstanding and Exercisable at September 30, 2015
|
425,450
|
|
|
$
|
20.86
|
|
|
|
|
|
|
|
Forfeited/Expired
|
(69,450
|
)
|
|
25.70
|
|
|
|
|
|
|
||
Outstanding and Exercisable at September 30, 2016
|
356,000
|
|
|
19.91
|
|
|
2.0
|
|
$
|
13
|
|
|
Options Outstanding & Exercisable
|
|||||||
Range of
Exercises Prices
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Contractual
Term (Years)
|
|||
$14.78
|
6,000
|
|
|
$
|
14.78
|
|
|
0.8
|
$20.00
|
350,000
|
|
|
20.00
|
|
|
2.0
|
|
Totals
|
356,000
|
|
|
|
|
|
|
|
Shares
|
|
Weighted Average
Grant- Date Fair Value
|
|||
Unvested at September 30, 2015
|
3,400,035
|
|
|
$
|
12.01
|
|
Granted
|
1,049,704
|
|
|
11.21
|
|
|
Vested
|
(1,385,061
|
)
|
|
17.30
|
|
|
Forfeited
|
(196,158
|
)
|
|
12.86
|
|
|
Unvested at September 30, 2016
|
2,868,520
|
|
|
12.10
|
|
|
2016
|
|
2015
|
|
2014
|
|||
Weighted average shares outstanding - basic
|
41,074
|
|
|
44,608
|
|
|
49,367
|
|
Incremental shares from stock based compensation
|
2,326
|
|
|
2,011
|
|
|
—
|
|
Convertible debt due 2017
|
709
|
|
|
320
|
|
|
—
|
|
Weighted average shares outstanding - diluted
|
44,109
|
|
|
46,939
|
|
|
49,367
|
|
Anti-dilutive options excluded from diluted EPS computation
|
6
|
|
|
493
|
|
|
582
|
|
Anti-dilutive restricted stock excluded from diluted EPS computation
|
—
|
|
|
—
|
|
|
1,642
|
|
Quarter ended
|
Revenue
|
|
Gross Profit
|
|
Net Income
(loss)
|
|
Per Share -
Basic
|
|
Per Share -
Diluted
|
||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
December 31, 2015
|
$
|
494,149
|
|
|
$
|
116,105
|
|
|
$
|
8,596
|
|
|
$
|
0.20
|
|
|
$
|
0.19
|
|
March 31, 2016
|
500,107
|
|
|
114,157
|
|
|
6,095
|
|
|
0.15
|
|
|
0.14
|
|
|||||
June 30, 2016
|
462,200
|
|
|
119,357
|
|
|
7,596
|
|
|
0.19
|
|
|
0.18
|
|
|||||
September 30, 2016
|
500,705
|
|
|
123,815
|
|
|
7,723
|
|
|
0.19
|
|
|
0.18
|
|
|||||
|
$
|
1,957,161
|
|
|
$
|
473,434
|
|
|
$
|
30,010
|
|
|
$
|
0.73
|
|
|
$
|
0.68
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
December 31, 2014
|
$
|
502,160
|
|
|
$
|
117,989
|
|
|
$
|
7,471
|
|
|
$
|
0.16
|
|
|
$
|
0.04
|
|
March 31, 2015
|
500,020
|
|
|
114,375
|
|
|
5,122
|
|
|
0.11
|
|
|
0.11
|
|
|||||
June 30, 2015
|
511,694
|
|
|
123,489
|
|
|
10,893
|
|
|
0.25
|
|
|
0.23
|
|
|||||
September 30, 2015
|
502,158
|
|
|
119,925
|
|
|
10,803
|
|
|
0.25
|
|
|
0.24
|
|
|||||
|
$
|
2,016,032
|
|
|
$
|
475,778
|
|
|
$
|
34,289
|
|
|
$
|
0.77
|
|
|
$
|
0.73
|
|
•
|
Earnings (loss) per share are computed independently for each quarter and year presented; as such the sum of the quarters may not be equal to the full year amounts.
|
•
|
2016 Net income, and the related per share earnings, included, net of tax, restructuring and other related charges of
$4,247
for the third quarter.
|
•
|
HBP is a leading manufacturer and marketer of residential and commercial garage doors to professional dealers and to some of the largest home center retail chains in North America, as well as a global provider of long-handled tools and landscaping products for homeowners and professionals.
|
•
|
Telephonics is recognized globally as a leading provider of highly sophisticated intelligence, surveillance and communications solutions for defense, aerospace and commercial customers.
|
•
|
PPC is a global leader in the development and production of embossed, laminated and printed specialty plastic films for hygienic, health-care and industrial products and sells to some of the world's largest consumer products companies.
|
|
For the Years Ended September 30,
|
||||||||||
REVENUE
|
2016
|
|
2015
|
|
2014
|
||||||
Home & Building Products:
|
|
|
|
|
|
|
|
|
|||
AMES
|
$
|
513,973
|
|
|
$
|
535,881
|
|
|
$
|
503,687
|
|
CBP
|
527,370
|
|
|
516,320
|
|
|
475,756
|
|
|||
Home & Building Products
|
1,041,343
|
|
|
1,052,201
|
|
|
979,443
|
|
|||
Telephonics
|
435,692
|
|
|
$
|
431,090
|
|
|
$
|
419,005
|
|
|
PPC
|
480,126
|
|
|
$
|
532,741
|
|
|
$
|
593,363
|
|
|
Total consolidated net sales
|
$
|
1,957,161
|
|
|
$
|
2,016,032
|
|
|
$
|
1,991,811
|
|
|
For the Years Ended September 30,
|
||||||||||
INCOME (LOSS) BEFORE TAXES
|
2016
|
|
2015
|
|
2014
|
||||||
Segment operating profit:
|
|
|
|
|
|
||||||
Home & Building Products
|
$
|
79,682
|
|
|
$
|
58,883
|
|
|
$
|
40,538
|
|
Telephonics
|
42,801
|
|
|
43,006
|
|
|
45,293
|
|
|||
PPC
|
20,313
|
|
|
33,137
|
|
|
28,881
|
|
|||
Total segment operating profit
|
142,796
|
|
|
135,026
|
|
|
114,712
|
|
|||
Net interest expense
|
(51,111
|
)
|
|
(47,872
|
)
|
|
(48,144
|
)
|
|||
Unallocated amounts
|
(38,521
|
)
|
|
(33,518
|
)
|
|
(33,394
|
)
|
|||
Loss from debt extinguishment
|
—
|
|
|
—
|
|
|
(38,890
|
)
|
|||
Income (loss) before taxes
|
$
|
53,164
|
|
|
$
|
53,636
|
|
|
$
|
(5,716
|
)
|
|
For the Years Ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Segment adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|||
Home & Building Products
|
$
|
114,949
|
|
|
$
|
94,226
|
|
|
$
|
77,171
|
|
Telephonics
|
53,385
|
|
|
53,028
|
|
|
57,525
|
|
|||
PPC
|
50,079
|
|
|
57,103
|
|
|
56,291
|
|
|||
Total Segment adjusted EBITDA
|
218,413
|
|
|
204,357
|
|
|
190,987
|
|
|||
Net interest expense
|
(51,111
|
)
|
|
(47,872
|
)
|
|
(48,144
|
)
|
|||
Segment depreciation and amortization
|
(69,717
|
)
|
|
(69,331
|
)
|
|
(66,978
|
)
|
|||
Unallocated amounts
|
(38,521
|
)
|
|
(33,518
|
)
|
|
(33,394
|
)
|
|||
Loss from debt extinguishment
|
—
|
|
|
—
|
|
|
(38,890
|
)
|
|||
Restructuring charges
|
(5,900
|
)
|
|
—
|
|
|
(6,136
|
)
|
|||
Acquisition costs
|
—
|
|
|
—
|
|
|
(3,161
|
)
|
|||
Income (loss) before taxes
|
$
|
53,164
|
|
|
$
|
53,636
|
|
|
$
|
(5,716
|
)
|
|
For the Years Ended September 30,
|
||||||||||
DEPRECIATION and AMORTIZATION
|
2016
|
|
2015
|
|
2014
|
||||||
Segment:
|
|
|
|
|
|
||||||
Home & Building Products
|
$
|
35,267
|
|
|
$
|
35,343
|
|
|
$
|
31,580
|
|
Telephonics
|
10,584
|
|
|
10,022
|
|
|
7,988
|
|
|||
PPC
|
23,866
|
|
|
23,966
|
|
|
27,410
|
|
|||
Total segment depreciation and amortization
|
69,717
|
|
|
69,331
|
|
|
66,978
|
|
|||
Corporate
|
491
|
|
|
469
|
|
|
418
|
|
|||
Total consolidated depreciation and amortization
|
$
|
70,208
|
|
|
$
|
69,800
|
|
|
$
|
67,396
|
|
|
|
|
|
|
|
||||||
CAPITAL EXPENDITURES
|
|
|
|
|
|
|
|
|
|||
Segment:
|
|
|
|
|
|
|
|
|
|||
Home & Building Products
|
$
|
49,351
|
|
|
$
|
38,896
|
|
|
$
|
33,779
|
|
Telephonics
|
9,007
|
|
|
6,347
|
|
|
20,963
|
|
|||
PPC
|
31,817
|
|
|
28,103
|
|
|
21,032
|
|
|||
Total segment
|
90,175
|
|
|
73,346
|
|
|
75,774
|
|
|||
Corporate
|
584
|
|
|
274
|
|
|
1,320
|
|
|||
Total consolidated capital expenditures
|
$
|
90,759
|
|
|
$
|
73,620
|
|
|
$
|
77,094
|
|
ASSETS
|
At September 30, 2016
|
|
At September 30, 2015
|
|
At September 30, 2014
|
||||||
Segment assets:
|
|
|
|
|
|
|
|
|
|||
Home & Building Products
|
$
|
1,020,297
|
|
|
$
|
1,034,032
|
|
|
$
|
1,031,904
|
|
Telephonics
|
334,631
|
|
|
302,560
|
|
|
319,327
|
|
|||
PPC
|
365,920
|
|
|
343,519
|
|
|
389,464
|
|
|||
Total segment assets
|
1,720,848
|
|
|
1,680,111
|
|
|
1,740,695
|
|
|||
Corporate
|
59,061
|
|
|
29,211
|
|
|
64,381
|
|
|||
Total continuing assets
|
1,779,909
|
|
|
1,709,322
|
|
|
1,805,076
|
|
|||
Assets of discontinued operations
|
2,187
|
|
|
3,491
|
|
|
3,750
|
|
|||
Consolidated total
|
$
|
1,782,096
|
|
|
$
|
1,712,813
|
|
|
$
|
1,808,826
|
|
|
For the Years Ended September 30,
|
||||||||||
REVENUE BY GEOGRAPHIC AREA - DESTINATION
|
2016
|
|
2015
|
|
2014
|
||||||
United States
|
$
|
1,396,086
|
|
|
$
|
1,383,775
|
|
|
$
|
1,386,575
|
|
Europe
|
198,897
|
|
|
227,203
|
|
|
254,460
|
|
|||
Canada
|
112,650
|
|
|
132,133
|
|
|
134,637
|
|
|||
Australia
|
111,587
|
|
|
113,077
|
|
|
62,567
|
|
|||
South America
|
72,813
|
|
|
87,759
|
|
|
105,691
|
|
|||
All other countries
|
65,128
|
|
|
72,085
|
|
|
47,881
|
|
|||
Consolidated revenue
|
$
|
1,957,161
|
|
|
$
|
2,016,032
|
|
|
$
|
1,991,811
|
|
|
|
|
|
|
|
||||||
|
For the Years Ended September 30,
|
||||||||||
LONG-LIVED ASSETS BY GEOGRAPHIC AREA
|
2016
|
|
2015
|
|
2014
|
||||||
United States
|
$
|
466,266
|
|
|
$
|
454,255
|
|
|
$
|
439,737
|
|
Germany
|
64,316
|
|
|
66,367
|
|
|
74,457
|
|
|||
Canada
|
35,984
|
|
|
36,449
|
|
|
42,374
|
|
|||
Australia
|
26,196
|
|
|
22,136
|
|
|
28,155
|
|
|||
All other countries
|
23,241
|
|
|
14,602
|
|
|
19,465
|
|
|||
Consolidated property, plant and equipment, net
|
$
|
616,003
|
|
|
$
|
593,809
|
|
|
$
|
604,188
|
|
|
|||||||||||||||||||||||||||||
|
Years Ended September 30,
|
||||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||||||||
|
Pre-tax
|
Tax
|
Net of tax
|
|
Pre-tax
|
Tax
|
Net of tax
|
|
Pre-tax
|
Tax
|
Net of tax
|
||||||||||||||||||
Foreign currency translation adjustments
|
$
|
17,284
|
|
$
|
—
|
|
$
|
17,284
|
|
|
$
|
(56,358
|
)
|
$
|
—
|
|
$
|
(56,358
|
)
|
|
$
|
(23,933
|
)
|
$
|
—
|
|
$
|
(23,933
|
)
|
Pension and other defined benefit plans
|
(8,694
|
)
|
3,043
|
|
(5,651
|
)
|
|
(6,655
|
)
|
2,329
|
|
(4,326
|
)
|
|
(6,061
|
)
|
2,147
|
|
(3,914
|
)
|
|||||||||
Cash flow hedge
|
(2,593
|
)
|
907
|
|
(1,686
|
)
|
|
662
|
|
(232
|
)
|
430
|
|
|
386
|
|
(134
|
)
|
252
|
|
|||||||||
Available-for-sale securities
|
—
|
|
—
|
|
—
|
|
|
(1,370
|
)
|
500
|
|
(870
|
)
|
|
1,370
|
|
(500
|
)
|
870
|
|
|||||||||
Total other comprehensive income (loss)
|
$
|
5,997
|
|
$
|
3,950
|
|
$
|
9,947
|
|
|
$
|
(63,721
|
)
|
$
|
2,597
|
|
$
|
(61,124
|
)
|
|
$
|
(28,238
|
)
|
$
|
1,513
|
|
$
|
(26,725
|
)
|
|
At September 30,
|
||||||
|
2016
|
|
2015
|
||||
Foreign currency translation adjustments
|
$
|
(42,894
|
)
|
|
$
|
(60,178
|
)
|
Pension and other defined benefit plans
|
(37,343
|
)
|
|
(31,692
|
)
|
||
Cash flow hedge
|
(1,004
|
)
|
|
682
|
|
||
|
$
|
(81,241
|
)
|
|
$
|
(91,188
|
)
|
|
For the Years Ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net income (loss)
|
$
|
30,010
|
|
|
$
|
34,289
|
|
|
$
|
(177
|
)
|
Other comprehensive income (loss), net of taxes
|
9,947
|
|
|
(61,124
|
)
|
|
(26,725
|
)
|
|||
Comprehensive income (loss)
|
$
|
39,957
|
|
|
$
|
(26,835
|
)
|
|
$
|
(26,902
|
)
|
|
For the Years Ended September 30,
|
||||||||||
Gain (Loss)
|
2016
|
|
2015
|
|
2014
|
||||||
Pension amortization
|
$
|
(2,375
|
)
|
|
$
|
(2,182
|
)
|
|
$
|
(1,934
|
)
|
Available-for-sale securities
|
—
|
|
|
1,370
|
|
|
—
|
|
|||
Cash flow hedges
|
(752
|
)
|
|
1,223
|
|
|
—
|
|
|||
Total before tax
|
(3,127
|
)
|
|
411
|
|
|
(1,934
|
)
|
|||
Tax
|
225
|
|
|
(164
|
)
|
|
677
|
|
|||
Net of tax
|
$
|
(2,902
|
)
|
|
$
|
247
|
|
|
$
|
(1,257
|
)
|
|
Parent Company
|
|
Guarantor Companies
|
|
Non-Guarantor Companies
|
|
Elimination
|
|
Consolidation
|
|||||
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and equivalents
|
6,517
|
|
|
27,692
|
|
|
38,344
|
|
|
—
|
|
|
72,553
|
|
Accounts receivable, net of allowances
|
—
|
|
|
175,583
|
|
|
63,810
|
|
|
(5,642
|
)
|
|
233,751
|
|
Contract costs and recognized income not yet billed, net of progress payments
|
—
|
|
|
126,961
|
|
|
—
|
|
|
—
|
|
|
126,961
|
|
Inventories, net
|
—
|
|
|
239,325
|
|
|
69,544
|
|
|
—
|
|
|
308,869
|
|
Prepaid and other current assets
|
39,763
|
|
|
31,191
|
|
|
16,447
|
|
|
(48,796
|
)
|
|
38,605
|
|
Assets of discontinued operations
|
—
|
|
|
—
|
|
|
219
|
|
|
—
|
|
|
219
|
|
Total Current Assets
|
46,280
|
|
|
600,752
|
|
|
188,364
|
|
|
(54,438
|
)
|
|
780,958
|
|
PROPERTY, PLANT AND EQUIPMENT, net
|
956
|
|
|
303,735
|
|
|
100,713
|
|
|
—
|
|
|
405,404
|
|
GOODWILL
|
—
|
|
|
284,875
|
|
|
76,310
|
|
|
—
|
|
|
361,185
|
|
INTANGIBLE ASSETS, net
|
—
|
|
|
147,960
|
|
|
62,639
|
|
|
—
|
|
|
210,599
|
|
INTERCOMPANY RECEIVABLE
|
539,938
|
|
|
713,118
|
|
|
307,081
|
|
|
(1,560,137
|
)
|
|
—
|
|
EQUITY INVESTMENTS IN SUBSIDIARIES
|
824,887
|
|
|
866,595
|
|
|
1,916,622
|
|
|
(3,608,104
|
)
|
|
—
|
|
OTHER ASSETS
|
6,529
|
|
|
12,151
|
|
|
12,675
|
|
|
(9,373
|
)
|
|
21,982
|
|
ASSETS OF DISCONTINUED OPERATIONS
|
—
|
|
|
—
|
|
|
1,968
|
|
|
—
|
|
|
1,968
|
|
Total Assets
|
1,418,590
|
|
|
2,929,186
|
|
|
2,666,372
|
|
|
(5,232,052
|
)
|
|
1,782,096
|
|
|
|
|
|
|
|
|
|
|
|
|||||
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes payable and current portion of long-term debt
|
3,153
|
|
|
2,307
|
|
|
17,184
|
|
|
—
|
|
|
22,644
|
|
Accounts payable and accrued liabilities
|
65,751
|
|
|
202,657
|
|
|
65,213
|
|
|
(39,686
|
)
|
|
293,935
|
|
Liabilities of discontinued operations
|
—
|
|
|
—
|
|
|
1,684
|
|
|
—
|
|
|
1,684
|
|
Total Current Liabilities
|
68,904
|
|
|
204,964
|
|
|
84,081
|
|
|
(39,686
|
)
|
|
318,263
|
|
LONG-TERM DEBT, net
|
848,589
|
|
|
18,872
|
|
|
46,453
|
|
|
—
|
|
|
913,914
|
|
INTERCOMPANY PAYABLES
|
57,648
|
|
|
737,980
|
|
|
735,053
|
|
|
(1,530,681
|
)
|
|
—
|
|
OTHER LIABILITIES
|
32,502
|
|
|
114,491
|
|
|
26,574
|
|
|
(36,301
|
)
|
|
137,266
|
|
LIABILITIES OF DISCONTINUED OPERATIONS
|
—
|
|
|
—
|
|
|
1,706
|
|
|
—
|
|
|
1,706
|
|
Total Liabilities
|
1,007,643
|
|
|
1,076,307
|
|
|
893,867
|
|
|
(1,606,668
|
)
|
|
1,371,149
|
|
SHAREHOLDERS’ EQUITY
|
410,947
|
|
|
1,852,879
|
|
|
1,772,505
|
|
|
(3,625,384
|
)
|
|
410,947
|
|
Total Liabilities and Shareholders’ Equity
|
1,418,590
|
|
|
2,929,186
|
|
|
2,666,372
|
|
|
(5,232,052
|
)
|
|
1,782,096
|
|
|
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
|
8,665
|
|
|
27,584
|
|
|
12,488
|
|
|
(8,479
|
)
|
|
40,258
|
|
|||||
Assets of discontinued operations
|
—
|
|
|
—
|
|
|
236
|
|
|
—
|
|
|
236
|
|
|||||
Total Current Assets
|
11,105
|
|
|
578,893
|
|
|
181,282
|
|
|
(30,326
|
)
|
|
740,954
|
|
|||||
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
|
37,982
|
|
|
30,203
|
|
|
9,959
|
|
|
(59,590
|
)
|
|
18,554
|
|
|||||
ASSETS OF DISCONTINUED OPERATIONS
|
—
|
|
|
—
|
|
|
3,255
|
|
|
—
|
|
|
3,255
|
|
|||||
Total Assets
|
$
|
1,337,754
|
|
|
$
|
2,882,654
|
|
|
$
|
2,423,666
|
|
|
$
|
(4,931,261
|
)
|
|
$
|
1,712,813
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Notes payable and current portion of long-term debt
|
$
|
2,202
|
|
|
$
|
3,842
|
|
|
$
|
10,549
|
|
|
$
|
—
|
|
|
$
|
16,593
|
|
Accounts payable and accrued liabilities
|
26,365
|
|
|
222,758
|
|
|
72,843
|
|
|
(20,951
|
)
|
|
301,015
|
|
|||||
Liabilities of discontinued operations
|
—
|
|
|
—
|
|
|
2,229
|
|
|
—
|
|
|
2,229
|
|
|||||
Total Current Liabilities
|
28,567
|
|
|
226,600
|
|
|
85,621
|
|
|
(20,951
|
)
|
|
319,837
|
|
|||||
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
|
49,346
|
|
|
126,956
|
|
|
28,428
|
|
|
(72,634
|
)
|
|
132,096
|
|
|||||
LIABILITIES OF DISCONTINUED OPERATIONS
|
—
|
|
|
—
|
|
|
3,379
|
|
|
—
|
|
|
3,379
|
|
|||||
Total Liabilities
|
907,229
|
|
|
1,202,017
|
|
|
949,569
|
|
|
(1,776,527
|
)
|
|
1,282,288
|
|
|||||
SHAREHOLDERS’ EQUITY
|
430,525
|
|
|
1,680,637
|
|
|
1,474,097
|
|
|
(3,154,734
|
)
|
|
430,525
|
|
|||||
Total Liabilities and Shareholders’ Equity
|
$
|
1,337,754
|
|
|
$
|
2,882,654
|
|
|
$
|
2,423,666
|
|
|
$
|
(4,931,261
|
)
|
|
$
|
1,712,813
|
|
|
Parent Company
|
|
Guarantor Companies
|
|
Non-Guarantor Companies
|
|
Elimination
|
|
Consolidation
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
1,560,535
|
|
|
$
|
425,182
|
|
|
$
|
(28,556
|
)
|
|
$
|
1,957,161
|
|
Cost of goods and services
|
—
|
|
|
1,173,928
|
|
|
339,934
|
|
|
(30,135
|
)
|
|
1,483,727
|
|
|||||
Gross profit
|
—
|
|
|
386,607
|
|
|
85,248
|
|
|
1,579
|
|
|
473,434
|
|
|||||
Selling, general and administrative expenses
|
26,427
|
|
|
263,357
|
|
|
74,613
|
|
|
(370
|
)
|
|
364,027
|
|
|||||
Restructuring and other related charges
|
—
|
|
|
1,299
|
|
|
4,601
|
|
|
—
|
|
|
5,900
|
|
|||||
Total operating expenses
|
26,427
|
|
|
264,656
|
|
|
79,214
|
|
|
(370
|
)
|
|
369,927
|
|
|||||
Income (loss) from operations
|
(26,427
|
)
|
|
121,951
|
|
|
6,034
|
|
|
1,949
|
|
|
103,507
|
|
|||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest income (expense), net
|
(12,549
|
)
|
|
(34,588
|
)
|
|
(3,974
|
)
|
|
—
|
|
|
(51,111
|
)
|
|||||
Other, net
|
337
|
|
|
3,471
|
|
|
(1,091
|
)
|
|
(1,949
|
)
|
|
768
|
|
|||||
Total other income (expense)
|
(12,212
|
)
|
|
(31,117
|
)
|
|
(5,065
|
)
|
|
(1,949
|
)
|
|
(50,343
|
)
|
|||||
Income (loss) before taxes
|
(38,639
|
)
|
|
90,834
|
|
|
969
|
|
|
—
|
|
|
53,164
|
|
|||||
Provision (benefit) for income taxes
|
(16,333
|
)
|
|
34,535
|
|
|
4,952
|
|
|
—
|
|
|
23,154
|
|
|||||
Income (loss) before equity in net income of subsidiaries
|
(22,306
|
)
|
|
56,299
|
|
|
(3,983
|
)
|
|
—
|
|
|
30,010
|
|
|||||
Equity in net income (loss) of subsidiaries
|
52,316
|
|
|
(5,728
|
)
|
|
56,299
|
|
|
(102,887
|
)
|
|
—
|
|
|||||
Net Income (loss)
|
$
|
30,010
|
|
|
$
|
50,571
|
|
|
$
|
52,316
|
|
|
$
|
(102,887
|
)
|
|
$
|
30,010
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income (loss)
|
$
|
39,957
|
|
|
$
|
44,265
|
|
|
$
|
68,970
|
|
|
$
|
(113,235
|
)
|
|
$
|
39,957
|
|
|
Parent Company
|
|
Guarantor Companies
|
|
Non-Guarantor Companies
|
|
Elimination
|
|
Consolidation
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
1,581,295
|
|
|
$
|
475,380
|
|
|
$
|
(40,643
|
)
|
|
$
|
2,016,032
|
|
Cost of goods and services
|
—
|
|
|
1,204,872
|
|
|
377,348
|
|
|
(41,966
|
)
|
|
1,540,254
|
|
|||||
Gross profit
|
—
|
|
|
376,423
|
|
|
98,032
|
|
|
1,323
|
|
|
475,778
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling, general and administrative expenses
|
22,637
|
|
|
272,421
|
|
|
80,073
|
|
|
(370
|
)
|
|
374,761
|
|
|||||
Restructuring and other related charges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total operating expenses
|
22,637
|
|
|
272,421
|
|
|
80,073
|
|
|
(370
|
)
|
|
374,761
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from operations
|
(22,637
|
)
|
|
104,002
|
|
|
17,959
|
|
|
1,693
|
|
|
101,017
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest income (expense), net
|
(8,741
|
)
|
|
(30,547
|
)
|
|
(8,584
|
)
|
|
—
|
|
|
(47,872
|
)
|
|||||
Other, net
|
438
|
|
|
10,521
|
|
|
(8,775
|
)
|
|
(1,693
|
)
|
|
491
|
|
|||||
Total other income (expense)
|
(8,303
|
)
|
|
(20,026
|
)
|
|
(17,359
|
)
|
|
(1,693
|
)
|
|
(47,381
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) before taxes
|
(30,940
|
)
|
|
83,976
|
|
|
600
|
|
|
—
|
|
|
53,636
|
|
|||||
Provision (benefit) for income taxes
|
(11,041
|
)
|
|
31,100
|
|
|
(712
|
)
|
|
—
|
|
|
19,347
|
|
|||||
Income (loss) before equity in net income of subsidiaries
|
(19,899
|
)
|
|
52,876
|
|
|
1,312
|
|
|
—
|
|
|
34,289
|
|
|||||
Equity in net income (loss) of subsidiaries
|
54,188
|
|
|
3,062
|
|
|
52,876
|
|
|
(110,126
|
)
|
|
—
|
|
|||||
Net income (loss)
|
$
|
34,289
|
|
|
$
|
55,938
|
|
|
$
|
54,188
|
|
|
$
|
(110,126
|
)
|
|
$
|
34,289
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income (loss)
|
$
|
(26,835
|
)
|
|
$
|
34,318
|
|
|
$
|
15,080
|
|
|
$
|
(49,398
|
)
|
|
$
|
(26,835
|
)
|
|
Parent Company
|
|
Guarantor Companies
|
|
Non-Guarantor Companies
|
|
Elimination
|
|
Consolidation
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
1,526,678
|
|
|
$
|
519,349
|
|
|
$
|
(54,216
|
)
|
|
$
|
1,991,811
|
|
Cost of goods and services
|
—
|
|
|
1,156,268
|
|
|
424,568
|
|
|
(48,424
|
)
|
|
1,532,412
|
|
|||||
Gross profit
|
—
|
|
|
370,410
|
|
|
94,781
|
|
|
(5,792
|
)
|
|
459,399
|
|
|||||
Selling, general and administrative expenses
|
24,084
|
|
|
281,930
|
|
|
75,551
|
|
|
(6,466
|
)
|
|
375,099
|
|
|||||
Restructuring and other related charges
|
—
|
|
|
4,234
|
|
|
1,902
|
|
|
—
|
|
|
6,136
|
|
|||||
Total operating expenses
|
24,084
|
|
|
286,164
|
|
|
77,453
|
|
|
(6,466
|
)
|
|
381,235
|
|
|||||
Income (loss) from operations
|
(24,084
|
)
|
|
84,246
|
|
|
17,328
|
|
|
674
|
|
|
78,164
|
|
|||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest income (expense), net
|
(10,079
|
)
|
|
(28,630
|
)
|
|
(9,435
|
)
|
|
—
|
|
|
(48,144
|
)
|
|||||
Extinguishment of debt
|
(38,890
|
)
|
|
|
|
|
|
|
|
(38,890
|
)
|
||||||||
Other, net
|
111
|
|
|
7,945
|
|
|
(4,228
|
)
|
|
(674
|
)
|
|
3,154
|
|
|||||
Total other income (expense)
|
(48,858
|
)
|
|
(20,685
|
)
|
|
(13,663
|
)
|
|
(674
|
)
|
|
(83,880
|
)
|
|||||
Income (loss) before taxes
|
(72,942
|
)
|
|
63,561
|
|
|
3,665
|
|
|
—
|
|
|
(5,716
|
)
|
|||||
Provision (benefit) for income taxes
|
(32,044
|
)
|
|
26,480
|
|
|
25
|
|
|
—
|
|
|
(5,539
|
)
|
|||||
Income (loss) before equity in net income of subsidiaries
|
(40,898
|
)
|
|
37,081
|
|
|
3,640
|
|
|
—
|
|
|
(177
|
)
|
|||||
Equity in net income (loss) of subsidiaries
|
40,721
|
|
|
3,531
|
|
|
37,081
|
|
|
(81,333
|
)
|
|
—
|
|
|||||
Net Income (loss)
|
$
|
(177
|
)
|
|
$
|
40,612
|
|
|
$
|
40,721
|
|
|
$
|
(81,333
|
)
|
|
$
|
(177
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income (loss)
|
$
|
(26,902
|
)
|
|
$
|
28,355
|
|
|
$
|
25,704
|
|
|
$
|
(54,059
|
)
|
|
$
|
(26,902
|
)
|
|
Parent Company
|
|
Guarantor Companies
|
|
Non-Guarantor Companies
|
|
Elimination
|
|
Consolidation
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income (loss)
|
$
|
30,010
|
|
|
$
|
50,571
|
|
|
$
|
52,316
|
|
|
$
|
(102,887
|
)
|
|
$
|
30,010
|
|
Net cash provided by (used in) operating activities
|
(11,879
|
)
|
|
98,891
|
|
|
18,925
|
|
|
—
|
|
|
105,937
|
|
|||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Acquisition of property, plant and equipment
|
(259
|
)
|
|
(78,159
|
)
|
|
(12,341
|
)
|
|
—
|
|
|
(90,759
|
)
|
|||||
Intercompany distributions
|
—
|
|
|
(2,726
|
)
|
|
(1,744
|
)
|
|
—
|
|
|
(4,470
|
)
|
|||||
Proceeds from sale of property, plant and equipment
|
—
|
|
|
765
|
|
|
144
|
|
|
—
|
|
|
909
|
|
|||||
Investment purchases
|
715
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
715
|
|
|||||
Net cash provided by (used in) investing activities
|
456
|
|
|
(80,120
|
)
|
|
(13,941
|
)
|
|
—
|
|
|
(93,605
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Purchase of shares for treasury
|
(65,307
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(65,307
|
)
|
|||||
Proceeds from long-term debt
|
271,340
|
|
|
2,311
|
|
|
28,711
|
|
|
—
|
|
|
302,362
|
|
|||||
Payments of long-term debt
|
(177,513
|
)
|
|
(2,135
|
)
|
|
(35,338
|
)
|
|
—
|
|
|
(214,986
|
)
|
|||||
Change in short-term borrowings
|
—
|
|
|
—
|
|
|
(54
|
)
|
|
—
|
|
|
(54
|
)
|
|||||
Financing costs
|
(4,277
|
)
|
|
—
|
|
|
(107
|
)
|
|
—
|
|
|
(4,384
|
)
|
|||||
Tax effect from exercise/vesting of equity awards, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Dividends paid
|
(8,798
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,798
|
)
|
|||||
Other, net
|
55
|
|
|
(1,926
|
)
|
|
1,926
|
|
|
—
|
|
|
55
|
|
|||||
Net cash provided by (used in) financing activities
|
15,500
|
|
|
(1,750
|
)
|
|
(4,862
|
)
|
|
—
|
|
|
8,888
|
|
|||||
CASH FLOWS FROM DISCONTINUED OPERATIONS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net cash used in discontinued operations
|
—
|
|
|
—
|
|
|
(1,554
|
)
|
|
—
|
|
|
(1,554
|
)
|
|||||
Effect of exchange rate changes on cash and equivalents
|
—
|
|
|
—
|
|
|
886
|
|
|
—
|
|
|
886
|
|
|||||
NET DECREASE IN CASH AND EQUIVALENTS
|
4,077
|
|
|
17,021
|
|
|
(546
|
)
|
|
—
|
|
|
20,552
|
|
|||||
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD
|
2,440
|
|
|
10,671
|
|
|
38,890
|
|
|
—
|
|
|
52,001
|
|
|||||
CASH AND EQUIVALENTS AT END OF PERIOD
|
$
|
6,517
|
|
|
$
|
27,692
|
|
|
$
|
38,344
|
|
|
$
|
—
|
|
|
$
|
72,553
|
|
|
Parent Company
|
|
Guarantor Companies
|
|
Non-Guarantor Companies
|
|
Elimination
|
|
Consolidation
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income (loss)
|
$
|
34,289
|
|
|
$
|
55,938
|
|
|
$
|
54,188
|
|
|
$
|
(110,126
|
)
|
|
$
|
34,289
|
|
Net cash provided by (used in) operating activities
|
58,760
|
|
|
27,130
|
|
|
(9,753
|
)
|
|
—
|
|
|
76,137
|
|
|||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Acquisition of property, plant and equipment
|
(274
|
)
|
|
(54,196
|
)
|
|
(19,150
|
)
|
|
—
|
|
|
(73,620
|
)
|
|||||
Acquired business, net of cash acquired
|
—
|
|
|
(2,225
|
)
|
|
—
|
|
|
—
|
|
|
(2,225
|
)
|
|||||
Intercompany distributions
|
10,000
|
|
|
(10,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Investment sales
|
8,891
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,891
|
|
|||||
Proceeds from sale of property, plant and equipment
|
—
|
|
|
142
|
|
|
192
|
|
|
—
|
|
|
334
|
|
|||||
Net cash provided by (used in) investing activities
|
18,617
|
|
|
(66,279
|
)
|
|
(18,958
|
)
|
|
—
|
|
|
(66,620
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Proceeds from issuance of common stock
|
371
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
371
|
|
|||||
Purchase of shares for treasury
|
(82,343
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(82,343
|
)
|
|||||
Proceeds from long-term debt
|
124,500
|
|
|
13,596
|
|
|
95,395
|
|
|
—
|
|
|
233,491
|
|
|||||
Payments of long-term debt
|
(116,702
|
)
|
|
(1,263
|
)
|
|
(69,770
|
)
|
|
—
|
|
|
(187,735
|
)
|
|||||
Change in short-term borrowings
|
—
|
|
|
—
|
|
|
(365
|
)
|
|
—
|
|
|
(365
|
)
|
|||||
Financing costs
|
(614
|
)
|
|
(196
|
)
|
|
(498
|
)
|
|
—
|
|
|
(1,308
|
)
|
|||||
Tax effect from exercise/vesting of equity awards, net
|
345
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
345
|
|
|||||
Dividends paid
|
(7,654
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,654
|
)
|
|||||
Other, net
|
347
|
|
|
6,161
|
|
|
(6,161
|
)
|
|
—
|
|
|
347
|
|
|||||
Net cash provided by (used in) financing activities
|
(81,750
|
)
|
|
18,298
|
|
|
18,601
|
|
|
—
|
|
|
(44,851
|
)
|
|||||
CASH FLOWS FROM DISCONTINUED OPERATIONS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net cash used in discontinued operations
|
—
|
|
|
—
|
|
|
(918
|
)
|
|
—
|
|
|
(918
|
)
|
|||||
Effect of exchange rate changes on cash and equivalents
|
—
|
|
|
—
|
|
|
(4,152
|
)
|
|
—
|
|
|
(4,152
|
)
|
|||||
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS
|
(4,373
|
)
|
|
(20,851
|
)
|
|
(15,180
|
)
|
|
—
|
|
|
(40,404
|
)
|
|||||
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD
|
6,813
|
|
|
31,522
|
|
|
54,070
|
|
|
—
|
|
|
92,405
|
|
|||||
CASH AND EQUIVALENTS AT END OF PERIOD
|
$
|
2,440
|
|
|
$
|
10,671
|
|
|
$
|
38,890
|
|
|
$
|
—
|
|
|
$
|
52,001
|
|
|
Parent Company
|
|
Guarantor Companies
|
|
Non-Guarantor Companies
|
|
Elimination
|
|
Consolidation
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income (loss)
|
$
|
(177
|
)
|
|
$
|
40,612
|
|
|
$
|
40,721
|
|
|
$
|
(81,333
|
)
|
|
$
|
(177
|
)
|
Net cash provided by operating activities
|
(3,902
|
)
|
|
17,168
|
|
|
80,035
|
|
|
—
|
|
|
93,301
|
|
|||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Acquisition of property, plant and equipment
|
(700
|
)
|
|
(64,320
|
)
|
|
(12,074
|
)
|
|
—
|
|
|
(77,094
|
)
|
|||||
Acquired business, net of cash acquired
|
—
|
|
|
2,675
|
|
|
(64,981
|
)
|
|
—
|
|
|
(62,306
|
)
|
|||||
Intercompany distributions
|
10,000
|
|
|
(10,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase of securities
|
(8,402
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,402
|
)
|
|||||
Proceeds from sale of property, plant and equipment
|
—
|
|
|
360
|
|
|
192
|
|
|
—
|
|
|
552
|
|
|||||
Net cash used in investing activities
|
898
|
|
|
(71,285
|
)
|
|
(76,863
|
)
|
|
—
|
|
|
(147,250
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from issuance of common stock
|
584
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
584
|
|
|||||
Purchase of shares for treasury
|
(79,614
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(79,614
|
)
|
|||||
Proceeds from long-term debt
|
659,568
|
|
|
(102
|
)
|
|
32,477
|
|
|
—
|
|
|
691,943
|
|
|||||
Payments of long-term debt
|
(598,250
|
)
|
|
(1,135
|
)
|
|
(3,709
|
)
|
|
—
|
|
|
(603,094
|
)
|
|||||
Change in short-term borrowings
|
—
|
|
|
—
|
|
|
(749
|
)
|
|
—
|
|
|
(749
|
)
|
|||||
Financing costs
|
(10,763
|
)
|
|
—
|
|
|
(535
|
)
|
|
—
|
|
|
(11,298
|
)
|
|||||
Purchase of ESOP shares
|
(20,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,000
|
)
|
|||||
Tax effect from exercise/vesting of equity awards, net
|
273
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
273
|
|
|||||
Dividends paid
|
(11,273
|
)
|
|
5,000
|
|
|
—
|
|
|
—
|
|
|
(6,273
|
)
|
|||||
Other, net
|
298
|
|
|
56,533
|
|
|
(56,533
|
)
|
|
—
|
|
|
298
|
|
|||||
Net cash used in financing activities
|
(59,177
|
)
|
|
60,296
|
|
|
(29,049
|
)
|
|
—
|
|
|
(27,930
|
)
|
|||||
CASH FLOWS FROM DISCONTINUED OPERATIONS:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash used in discontinued operations
|
—
|
|
|
—
|
|
|
(1,528
|
)
|
|
—
|
|
|
(1,528
|
)
|
|||||
Effect of exchange rate changes on cash and equivalents
|
—
|
|
|
—
|
|
|
(2,318
|
)
|
|
—
|
|
|
(2,318
|
)
|
|||||
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS
|
(62,181
|
)
|
|
6,179
|
|
|
(29,723
|
)
|
|
—
|
|
|
(85,725
|
)
|
|||||
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD
|
68,994
|
|
|
25,343
|
|
|
83,793
|
|
|
—
|
|
|
178,130
|
|
|||||
CASH AND EQUIVALENTS AT END OF PERIOD
|
$
|
6,813
|
|
|
$
|
31,522
|
|
|
$
|
54,070
|
|
|
$
|
—
|
|
|
$
|
92,405
|
|
(i)
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of Griffon’s assets;
|
(ii)
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that Griffon’s receipts and expenditures are being made only in accordance with authorizations of Griffon’s management and directors; and
|
(iii)
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Griffon’s assets that could have a material effect on the financial statements.
|
|
(a)
|
|
(b)
|
|
(c)
|
||||
Plan Category
|
Number of
securities to be
issued upon
exercise of
outstanding options,
warrants and rights
|
|
Weighted-
average exercise
price of
outstanding
options, warrants
and rights
|
|
Number of securities
remaining available for
future issuance under
equity plans (excluding
securities reflected in
column (a))
|
||||
Equity compensation plans approved by security
holders (1)
|
356,000
|
|
|
$
|
19.91
|
|
|
1,922,661
|
|
|
|
|
|
|
|
||||
Equity compensation plans not approved by security holders
|
—
|
|
|
$
|
—
|
|
|
—
|
|
(1)
|
Excludes restricted shares and restricted stock units issued in connection with Griffon’s equity compensation plans. The total reflected in Column (c) includes shares available for grant as any type of equity award under the Incentive Plan.
|
(a)
|
|
(1)
|
|
Financial Statements
– Covered by Report of Independent Registered Public Accounting Firm
|
|
|
(A)
|
|
Consolidated Balance Sheets at September 30, 2016 and 2015
|
|
|
(B)
|
|
Consolidated Statements of Operations and Comprehensive Income (Loss) for the Fiscal Years Ended September 30, 2016, 2015 and 2014
|
|
|
(C)
|
|
Consolidated Statements of Cash Flows for the Fiscal Years Ended September 30, 2016, 2015 and 2014
|
|
|
(D)
|
|
Consolidated Statements of Shareholders’ Equity for the Fiscal Years Ended September 30, 2016, 2015 and 2014
|
|
|
(E)
|
|
Notes to the Consolidated Financial Statements
|
|
|
(2)
|
|
Financial Statement Schedule
– Covered by Report of Independent Registered Public Accounting Firm
|
|
|
|
|
Schedule II – Valuation and Qualifying Accounts
|
|
|
|
|
All other schedules are not required and have been omitted.
|
|
|
(3)
|
|
The information required by this Section (a)(3) of Item 15 is set forth on the exhibit index that follows the signatures page of this Form 10-K.
|
|
|
(b)
|
|
Reference is made to the exhibit index that follows the signatures page of this Form 10-K.
|
|
Griffon Corporation
|
|
|
By:
|
/s/ Ronald J. Kramer
|
|
|
Ronald J. Kramer,
|
|
|
Chief Executive Officer
|
/s/ Harvey R. Blau
|
|
Chairman of the Board
|
Harvey R. Blau
|
|
|
/s/ Ronald J. Kramer
|
|
Chief Executive Officer
|
Ronald J. Kramer
|
|
(Principal Executive Officer)
|
/s/ Brian G. Harris
|
|
Senior Vice President and Chief Financial Officer
|
Brian G. Harris
|
|
(Principal Financial Officer)
|
/s/ W. Christopher Durborow
|
|
Vice President, Controller and Chief Accounting Officer
|
W. Christopher Durborow
|
|
(Principal Accounting Officer)
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|
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/s/ Henry A. Alpert
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Director
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Henry A. Alpert
|
|
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/s/ Thomas Brosig
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|
Director
|
Thomas Brosig
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|
|
/s/ Blaine V. Fogg
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|
Director
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Blaine V. Fogg
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|
|
/s/ Louis J. Grabowsky
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Director
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Louis J. Grabowsky
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|
|
/s/ Bradley J. Gross
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|
Director
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Bradley J. Gross
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|
|
/s/ Robert G. Harrison
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|
Director
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Robert G. Harrison
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|
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/s/ Donald J. Kutyna
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|
Director
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Donald J. Kutyna
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|
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/s/ Victor Eugene Renuart
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|
Director
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Victor Eugene Renuart
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|
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/s/ Kevin F. Sullivan
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Director
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Kevin F. Sullivan
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|
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/s/ William H. Waldorf
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Director
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William H. Waldorf
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Exhibit
No.
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3.1
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Restated Certificate of Incorporation (Exhibit 3.1 of Annual Report on Form 10-K for the year ended September 30, 1995 (Commission File No. 1-06620) and Exhibit 3.1 of Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 (Commission File No. 1-06620)).
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3.2
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Amended and Restated By-laws (Exhibit 3.1 of Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 (Commission File No. 1-06620)).
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4.1
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Specimen Certificate for Shares of Common Stock of Registrant (Exhibit 4.3 of Registration Statement on Form S-3 Registration Statement No. 333-109171).
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4.2
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Indenture, dated December 21, 2009, between Griffon Corporation and American Stock Transfer & Trust Company, LLC (Exhibit 4.1 to Current Report on Form 8-K filed December 21, 2009 (Commission File No. 1-06620)).
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4.3
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Indenture, dated as of February 27, 2014, among Griffon Corporation, the Guarantors named on the signature pages thereto and Wells Fargo Bank, National Association, as Trustee (Exhibit 4.1 to Current Report on Form 8-K dated February 27, 2014 (Commission File No. 1-06620)).
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4.4
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Registration Rights Agreement, dated as of February 27, 2014, by and among Griffon Corporation, the Guarantors party thereto and Deutsche Bank Securities Inc., as the Representative of the several Initial Purchasers (Exhibit 4.2 to Current Report on Form 8-K dated February 27, 2014 (Commission File No. 1-06620)).
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4.5
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Registration Rights Agreement, dated as of May 18, 2016, by and among Griffon Corporation, the Guarantors party thereto and Deutsche Bank Securities Inc., as the Initial Purchaser (Exhibit 4.1 to Current Report on Form 8-K dated May 18, 2016 (Commission File No. 1-06620)).
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10.1**
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Employment Agreement dated as of July 1, 2001 between the Registrant and Harvey R. Blau (Exhibit 10.1 of Current Report on Form 8-K filed May 18, 2001 (Commission File No. 1-06620)).
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10.2**
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Employment Agreement dated as of July 1, 2001 between the Registrant and Robert Balemian (Exhibit 10.2 of Current Report on Form 8-K file May 18, 2001 (Commission File No. 1-06620)).
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10.3
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Form of Indemnification Agreement between the Registrant and its officers and directors (Exhibit 10.2 of Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 (Commission File No. 1-06620)).
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10.4**
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|
Amendment to Employment Agreement between the Registrant and Harvey R. Blau dated August 8, 2003 (Exhibit 10.1 of Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 (Commission File No. 1-06620)).
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10.5**
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|
Non-Qualified Stock Option Agreement (Exhibit 4.1 of Form S-8 Registration Statement No. 333-131737).
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10.6**
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|
Griffon Corporation 2006 Equity Incentive Plan, as amended (Exhibit 10.1 of Quarterly Report on Form 10-Q for the period ended December 31, 2008 (Commission File No. 1-06620)).
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10.7**
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|
Amendment No. 2 to Employment Agreement, dated July 18, 2006 between the Registrant and Harvey R. Blau (Exhibit 10.1 to Current Report on Form 8-K filed July 21, 2006 (Commission File No. 1-06620)).
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10.8**
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|
Supplemental Executive Retirement Plan as amended through July 18, 2006 (Exhibit 10.3 to Current Report on Form 8-K filed July 21, 2006 (Commission File No. 1-06620)).
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10.9**
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|
Form of Restricted Stock Award Agreement under the Griffon Corporation 2006 Equity Incentive Plan (Exhibit 10.3 to Current Report on Form 8-K/A filed July 31, 2006 (Commission File No. 1-06620)).
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10.10**
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|
Amendment No. 3 to Employment Agreement, dated August 3, 2007, between the Registrant and Harvey R. Blau (Exhibit 10.1 to Current Report on Form 8-K filed August 6, 2007 (Commission File No. 1-06620)).
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10.11**
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|
Amendment No. 1 to the Amended and Restated Supplemental Executive Retirement Plan dated August 3, 2007 (Exhibit 10.3 to the Current Report on Form 8-K filed August 6, 2007 (Commission File No. 1-06620)).
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10.12**
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|
Employment Agreement, dated March 16, 2008, between the Registrant and Ronald J. Kramer. (Exhibit 10.1 to the Current Report on Form 8-K filed March 20, 2008 (Commission File No. 1-06620)).
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Exhibit
No.
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|
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10.13
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|
Investment Agreement, dated August 7, 2008, between Griffon Corporation and GS Direct, L.L.C. (Exhibit 10.1 to the Current Report on Form 8-K filed August 13, 2008 (Commission File No. 1-06620)).
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10.14**
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|
Offer Letter Agreement, dated April 27, 2010 between the Company and Seth L. Kaplan (Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 (Commission File No. 1-06620)).
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10.15**
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|
Severance Agreement, dated April 27, 2010 between the Company and Seth L. Kaplan (Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 (Commission File No. 1-06620)).
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10.16**
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|
Letter Agreement, dated February 3, 2011, between Griffon Corporation and Harvey R. Blau (Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 (Commission File No. 1-06620)).
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10.17**
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|
Griffon Corporation 2011 Equity Incentive Plan (Exhibit 99.1 to the Current Report on Form 8-K filed February 9, 2011 (Commission File No. 1-06620)).
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10.18**
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|
Griffon Corporation 2011 Equity Incentive Plan, amended as of January 30, 2013 (Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 (Commission File No. 1-06620)).
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10.19**
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|
Form of Award Agreement for Restricted Share Award under Griffon Corporation 2011 Equity Incentive Plan (Exhibit 99.2 to the Current Report on Form 8-K filed February 9, 2011 (Commission File No. 1-06620)).
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10.20**
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|
Griffon Corporation 2011 Performance Bonus Plan (Exhibit 99.3 to the Current Report on Form 8-K filed February 9, 2011 (Commission File No. 1-06620)).
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10.21**
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|
Amendment No.1 to Employment Agreement made as of February 3, 2011 by and between Griffon Corporation and Ronald J. Kramer (Exhibit 99.4 to the Current Report on Form 8-K filed February 9, 2011 (Commission File No. 1-06620)).
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10.22
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|
Second Amended and Restated Credit Agreement, dated as of March 13, 2015, by and among Griffon Corporation, JPMorgan Chase Bank, N.A., as administrative agent, Deutsche Bank Securities Inc., as syndication agent, Wells Fargo Bank, National Association, Citizens Bank, National Association and HSBC Bank USA, N.A., as co-documentation agents, and the other lenders party thereto (Exhibit 99.1 to the Current Report on Form 8-K filed March 16, 2015 (Commission File No. 1-06620)).
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10.23
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|
Guarantee and Collateral Agreement, dated as of March 18, 2011, by Griffon Corporation and certain of its subsidiaries in favor of JPMorgan Chase Bank, N.A., as administrative agent (Exhibit 99.3 to the Current Report on Form 8-K filed March 18, 2011 (Commission File No. 1-06620)).
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10.24
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|
Amendment, dated as of March 28, 2013, to Guarantee and Collateral Agreement, dated as of March 18, 2011, by Griffon Corporation and certain of its subsidiaries in favor of JPMorgan Chase Bank, N.A., as administrative agent (Exhibit 99.2 to the Current Report on Form 8-K filed April 1, 2013 (Commission File No. 1-06620)).
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10.25**
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|
Employment Agreement, dated December 7, 2012, by and between Griffon Corporation and Robert F. Mehmel (Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended December 31, 2012 (Commission File No. 1-06620)).
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10.26**
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|
Restricted Share Award letter made as of December 10, 2012, by and between Griffon Corporation and Robert F. Mehmel (Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended December 31, 2012 (Commission File No. 1-06620)).
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10.27**
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|
Griffon Corporation 2011 Equity Incentive Plan, as amended and restated through January 30, 2014 (Exhibit A to the Registrant’s Proxy Statement relating to the 2014 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on December 20, 2013 (Commission File No. 1-06620)).
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10.28**
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|
Amendment No. 2 to Employment Agreement made as of December 12, 2013 by and between Griffon Corporation and Ronald J. Kramer (Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended December 31, 2013 (Commission File No. 1-06620))
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10.29
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|
Purchase Agreement, dated as of February 12, 2014, by and among Griffon Corporation, the Guarantors named therein and Deutsche Bank Securities Inc., as Representative of the several Initial Purchasers named therein (Exhibit 99.1 to Current Report on Form 8-K dated February 12, 2014 (Commission File No. 1-06620))
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10.30**
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|
Griffon Corporation Director Compensation Program, amended and restated as of January 29, 2015 (Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 (Commission File No. 1-06620)).
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10.31
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|
Purchase Agreement, dated as of November 13, 2013, by and between G.S. Direct, L.L.C. and Griffon Corporation (Exhibit 10.43 to the Annual Report on form 10-K for the year ended September 30, 2014 (Commission File No. 1-06620)).
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10.32
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|
Letter agreement, dated November 12, 2014, by and between G.S. Direct, L.L.C and Griffon Corporation, amending that certain Purchase Agreement, dated as of November 13, 2013, by and between G.S. Direct, L.L.C. and Griffon Corporation. (Exhibit 10.44 to the Annual Report on form 10-K for the year ended September 30, 2014 (Commission File No. 1-06620)).
|
Exhibit
No. |
|
|
10.33**
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|
Letter Agreement, dated January 28, 2015, between Griffon Corporation and Harvey R. Blau (Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 (Commission File No. 1-06620)).
|
10.34**
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|
Offer Letter, dated June 1, 2015 between the Company and Brian G. Harris (Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (Commission File No. 1-06620)).
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10.35**
|
|
Severance Agreement, dated July 30, 2015 between the Company and Brian G. Harris (Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (Commission File No. 1-06620)).
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10.36**
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|
Transition and Consulting Services Agreement between Griffon Corporation and Douglas J. Wetmore, dated June 1, 2015 (Exhibit 10.3 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (Commission File No. 1-06620)).
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10.37*
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|
Letter agreement, dated November 12, 2015, by and between G.S. Direct, L.L.C and Griffon Corporation, amending that certain Purchase Agreement, dated as of November 13, 2013, by and between G.S. Direct, L.L.C. and Griffon Corporation as amended by the letter agreement dated November 12, 2014 (Exhibit 10.42 to Annual Report on Form 10-K for the year ended September 30, 2015 (Commission File No. 1-06620)).
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10.38*
|
|
Letter agreement, dated November 16, 2016, by and between G.S. Direct, L.L.C and Griffon Corporation, amending that certain Purchase Agreement, dated as of November 13, 2013, by and between G.S. Direct, L.L.C. and Griffon Corporation as amended by the letter agreement dated November 12, 2014 and as further amended by the letter agreement dated November 12, 2015.
|
10.39**
|
|
Griffon Corporation 2016 Equity Incentive Plan (Exhibit A to the Registrant’s Proxy Statement relating to the 2016 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on December 17, 2015 (Commission File No. 1-06620)).
|
10.40**
|
|
Griffon Corporation 2016 Performance Bonus Plan (Exhibit B to the Registrant’s Proxy Statement relating to the 2016 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on December 17, 2015 (Commission File No. 1-06620)).
|
10.41
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|
Purchase Agreement, dated as of May 13, 2016, by and among Griffon Corporation, the Guarantors named therein and Deutsche Bank Securities Inc., as the Initial Purchaser (Exhibit 99.1 to Current Report on Form 8-K dated May 13, 2016 (Commission File No. 1-06620)).
|
10.42
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|
Third Amended and Restated Credit Agreement, dated as of March 22, 2016, among Griffon Corporation, a Delaware 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 (Exhibit 99.1 to Current Report on Form 8-K dated March 22, 2016 (Commission File No. 1-06620)).
|
14.1
|
|
Code of Business Conduct and Ethics (Exhibit 14.1 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 (Commission File No. 1-06620)).
|
21
|
|
Subsidiaries of the Registrant (Exhibit 21 to the Annual Report on Form 10-K for the year ended September 30, 2014 (Commission File No. 1-06620)).
|
23*
|
|
Consent of Grant Thornton LLP
|
31.1*
|
|
Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act
|
31.2*
|
|
Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act
|
32*
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 18 USC Section 1350.
|
|
|
|
101.INS
|
|
XBRL Instance Document***
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document***
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Document***
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definitions Document***
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Labels Document***
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Document***
|
_______________________
|
|
*
|
Filed herewith. All other exhibits are incorporated herein by reference to the exhibit indicated in the parenthetical references.
|
**
|
Indicates a management contract or compensatory plan or arrangement.
|
***
|
In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Annual Report on Form 10-K shall be deemed to be “furnished” and not “filed.”
|
1.
|
I have reviewed this annual report on Form 10-K of Griffon Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Ronald J. Kramer
|
|
Ronald J. Kramer
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this annual report on Form 10-K of Griffon Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Brian G. Harris
|
|
Brian G. Harris
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Griffon.
|
/s/ RONALD J. KRAMER
|
|
Name:
|
Ronald J. Kramer
|
Title:
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
Date:
|
November 17, 2016
|
/S/ BRIAN G. HARRIS
|
|
Name:
|
Brian G. Harris
|
Title:
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
Date:
|
November 17, 2016
|