ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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DELAWARE
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11-1893410
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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712 Fifth Ave, 18
th
Floor, New York, New York
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10019
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(Address of principal executive offices)
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(Zip Code)
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Page
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(Unaudited)
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June 30,
2017 |
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September 30,
2016 |
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CURRENT ASSETS
|
|
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||||
Cash and equivalents
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$
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69,448
|
|
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$
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72,553
|
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Accounts receivable, net of allowances of $7,462 and $6,425
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227,813
|
|
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233,751
|
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||
Contract costs and recognized income not yet billed, net of progress payments of $4,841 and $8,001
|
119,367
|
|
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126,961
|
|
||
Inventories, net
|
339,393
|
|
|
308,869
|
|
||
Prepaid and other current assets
|
43,622
|
|
|
38,605
|
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||
Assets of discontinued operations
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479
|
|
|
219
|
|
||
Total Current Assets
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800,122
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|
780,958
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|
||
PROPERTY, PLANT AND EQUIPMENT, net
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410,472
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405,404
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GOODWILL
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361,405
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361,185
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INTANGIBLE ASSETS, net
|
210,060
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210,599
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OTHER ASSETS
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18,110
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|
21,982
|
|
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ASSETS OF DISCONTINUED OPERATIONS
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4,314
|
|
|
1,968
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Total Assets
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$
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1,804,483
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|
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$
|
1,782,096
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|
|
|
|
|
||||
CURRENT LIABILITIES
|
|
|
|
|
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Notes payable and current portion of long-term debt
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$
|
16,656
|
|
|
$
|
22,644
|
|
Accounts payable
|
178,571
|
|
|
190,341
|
|
||
Accrued liabilities
|
97,871
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|
|
103,594
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||
Liabilities of discontinued operations
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1,107
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|
|
1,684
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Total Current Liabilities
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294,205
|
|
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318,263
|
|
||
LONG-TERM DEBT, net
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980,720
|
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913,914
|
|
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OTHER LIABILITIES
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131,149
|
|
|
137,266
|
|
||
LIABILITIES OF DISCONTINUED OPERATIONS
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4,321
|
|
|
1,706
|
|
||
Total Liabilities
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1,410,395
|
|
|
1,371,149
|
|
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COMMITMENTS AND CONTINGENCIES - See Note 19
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|
|
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SHAREHOLDERS’ EQUITY
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|
|
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Total Shareholders’ Equity
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394,088
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|
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410,947
|
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Total Liabilities and Shareholders’ Equity
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$
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1,804,483
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$
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1,782,096
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COMMON STOCK
|
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CAPITAL IN
EXCESS OF
PAR VALUE
|
|
RETAINED
EARNINGS
|
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TREASURY SHARES
|
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ACCUMULATED
OTHER
COMPREHENSIVE
INCOME (LOSS)
|
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DEFERRED
COMPENSATION
|
|
|
||||||||||||||||||||
(in thousands)
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SHARES
|
|
PAR VALUE
|
|
|
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SHARES
|
|
COST
|
|
|
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Total
|
||||||||||||||||||||
Balance at September 30, 2016
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79,966
|
|
|
$
|
19,992
|
|
|
$
|
529,980
|
|
|
$
|
475,760
|
|
|
34,797
|
|
|
$
|
(501,866
|
)
|
|
$
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(81,241
|
)
|
|
$
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(31,678
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)
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$
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410,947
|
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Net income
|
—
|
|
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—
|
|
|
—
|
|
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26,862
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|
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—
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|
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—
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|
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—
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|
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—
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26,862
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|
|||||||
Dividend
|
—
|
|
|
—
|
|
|
—
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|
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(7,766
|
)
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|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
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(7,766
|
)
|
|||||||
Shares withheld on employee taxes on vested equity awards
|
—
|
|
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—
|
|
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(97
|
)
|
|
—
|
|
|
584
|
|
|
(13,595
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)
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—
|
|
|
—
|
|
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(13,692
|
)
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|||||||
Amortization of deferred compensation
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—
|
|
|
—
|
|
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—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,635
|
|
|
2,635
|
|
|||||||
Common stock issued
|
3
|
|
|
—
|
|
|
22
|
|
|
—
|
|
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—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
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22
|
|
|||||||
Common stock acquired
|
—
|
|
|
—
|
|
|
—
|
|
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—
|
|
|
129
|
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|
(2,201
|
)
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—
|
|
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—
|
|
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(2,201
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)
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|||||||
Equity awards granted, net
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844
|
|
|
211
|
|
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(211
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)
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—
|
|
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—
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|
|
—
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|
|
—
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|
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—
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|
|
—
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|
|||||||
Premium on settlement of convertible debt
|
—
|
|
|
—
|
|
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(73,855
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
(73,855
|
)
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|||||||||
Issuance of treasury stock in settlement of convertible debt
|
—
|
|
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—
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|
|
20,375
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|
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—
|
|
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(1,955
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)
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28,483
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|
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—
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—
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48,858
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|
|||||||
ESOP purchase of common stock
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—
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|
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—
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|
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—
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|
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—
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—
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|
|
—
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|
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—
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|
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(10,908
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)
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|
(10,908
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)
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|||||||
ESOP allocation of common stock
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—
|
|
|
—
|
|
|
2,209
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,209
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
7,200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,200
|
|
|||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,777
|
|
|
—
|
|
|
3,777
|
|
|||||||
Balance at June 30, 2017
|
80,813
|
|
|
$
|
20,203
|
|
|
$
|
485,623
|
|
|
$
|
494,856
|
|
|
33,555
|
|
|
$
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(489,179
|
)
|
|
$
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(77,464
|
)
|
|
$
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(39,951
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)
|
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$
|
394,088
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|
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Three Months Ended June 30,
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Nine Months Ended June 30,
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||||||||||||
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2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenue
|
$
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473,320
|
|
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$
|
462,200
|
|
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$
|
1,436,184
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|
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$
|
1,456,456
|
|
Cost of goods and services
|
357,363
|
|
|
342,843
|
|
|
1,088,550
|
|
|
1,106,837
|
|
||||
Gross profit
|
115,957
|
|
|
119,357
|
|
|
347,634
|
|
|
349,619
|
|
||||
Selling, general and administrative expenses
|
90,740
|
|
|
88,880
|
|
|
272,972
|
|
|
271,765
|
|
||||
Restructuring and other related charges
|
—
|
|
|
5,900
|
|
|
—
|
|
|
5,900
|
|
||||
Total operating expenses
|
90,740
|
|
|
94,780
|
|
|
272,972
|
|
|
277,665
|
|
||||
Income from operations
|
25,217
|
|
|
24,577
|
|
|
74,662
|
|
|
71,954
|
|
||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense
|
(12,729
|
)
|
|
(13,039
|
)
|
|
(38,747
|
)
|
|
(37,454
|
)
|
||||
Interest income
|
17
|
|
|
79
|
|
|
46
|
|
|
134
|
|
||||
Other, net
|
(935
|
)
|
|
142
|
|
|
(1,176
|
)
|
|
312
|
|
||||
Total other expense, net
|
(13,647
|
)
|
|
(12,818
|
)
|
|
(39,877
|
)
|
|
(37,008
|
)
|
||||
Income before taxes
|
11,570
|
|
|
11,759
|
|
|
34,785
|
|
|
34,946
|
|
||||
Provision for income taxes
|
2,017
|
|
|
4,163
|
|
|
7,923
|
|
|
10,467
|
|
||||
Net income
|
$
|
9,553
|
|
|
$
|
7,596
|
|
|
$
|
26,862
|
|
|
$
|
24,479
|
|
Basic income per common share
|
$
|
0.23
|
|
|
$
|
0.19
|
|
|
$
|
0.66
|
|
|
$
|
0.59
|
|
Weighted-average shares outstanding
|
41,683
|
|
|
40,558
|
|
|
40,765
|
|
|
41,318
|
|
||||
Diluted income per common share
|
$
|
0.22
|
|
|
$
|
0.18
|
|
|
$
|
0.63
|
|
|
$
|
0.55
|
|
Weighted-average shares outstanding
|
43,255
|
|
|
43,280
|
|
|
42,934
|
|
|
44,243
|
|
||||
Dividends paid per common share
|
$
|
0.06
|
|
|
$
|
0.05
|
|
|
$
|
0.18
|
|
|
$
|
0.15
|
|
Net income
|
$
|
9,553
|
|
|
$
|
7,596
|
|
|
$
|
26,862
|
|
|
$
|
24,479
|
|
Other comprehensive income (loss), net of taxes:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustments
|
6,414
|
|
|
796
|
|
|
1,344
|
|
|
11,130
|
|
||||
Pension and other post retirement plans
|
544
|
|
|
386
|
|
|
1,632
|
|
|
1,158
|
|
||||
Change in cash flow hedges
|
198
|
|
|
1,287
|
|
|
801
|
|
|
(1,377
|
)
|
||||
Total other comprehensive income (loss), net of taxes
|
7,156
|
|
|
2,469
|
|
|
3,777
|
|
|
10,911
|
|
||||
Comprehensive income (loss), net
|
$
|
16,709
|
|
|
$
|
10,065
|
|
|
$
|
30,639
|
|
|
$
|
35,390
|
|
|
Nine Months Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||
Net income
|
$
|
26,862
|
|
|
$
|
24,479
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
56,380
|
|
|
51,879
|
|
||
Stock-based compensation
|
7,200
|
|
|
8,432
|
|
||
Provision (recovery) for losses on accounts receivable
|
(111
|
)
|
|
350
|
|
||
Amortization of debt discounts and issuance costs
|
3,774
|
|
|
5,271
|
|
||
Deferred income taxes
|
5,287
|
|
|
1,249
|
|
||
Gain on sale of assets and investments
|
—
|
|
|
(240
|
)
|
||
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
|
13,617
|
|
|
(18,437
|
)
|
||
(Increase) decrease in inventories
|
(28,958
|
)
|
|
14,632
|
|
||
Decrease in prepaid and other assets
|
2,084
|
|
|
1,866
|
|
||
Decrease in accounts payable, accrued liabilities and income taxes payable
|
(23,245
|
)
|
|
(32,827
|
)
|
||
Other changes, net
|
2,595
|
|
|
3,093
|
|
||
Net cash provided by operating activities
|
65,485
|
|
|
59,747
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||
Acquisition of property, plant and equipment
|
(59,153
|
)
|
|
(63,247
|
)
|
||
Acquired businesses, net of cash acquired
|
(6,051
|
)
|
|
(1,744
|
)
|
||
Investment in unconsolidated joint venture
|
—
|
|
|
(2,726
|
)
|
||
Proceeds from sale of assets
|
165
|
|
|
914
|
|
||
Investment sales
|
—
|
|
|
715
|
|
||
Net cash used in investing activities
|
(65,039
|
)
|
|
(66,088
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||
Dividends paid
|
(7,766
|
)
|
|
(6,686
|
)
|
||
Purchase of shares for treasury
|
(15,796
|
)
|
|
(50,771
|
)
|
||
Proceeds from long-term debt
|
211,097
|
|
|
263,249
|
|
||
Payments of long-term debt
|
(152,478
|
)
|
|
(177,973
|
)
|
||
Change in short-term borrowings
|
(940
|
)
|
|
(45
|
)
|
||
Share premium payment on settled debt
|
(24,997
|
)
|
|
—
|
|
||
Financing costs
|
(363
|
)
|
|
(4,135
|
)
|
||
Purchase of ESOP shares
|
(10,908
|
)
|
|
—
|
|
||
Other, net
|
(112
|
)
|
|
13
|
|
||
Net cash provided by (used in) financing activities
|
(2,263
|
)
|
|
23,652
|
|
||
CASH FLOWS FROM DISCONTINUED OPERATIONS:
|
|
|
|
|
|
||
Net cash used in operating activities
|
(1,216
|
)
|
|
(1,152
|
)
|
||
Net cash used in discontinued operations
|
(1,216
|
)
|
|
(1,152
|
)
|
||
Effect of exchange rate changes on cash and equivalents
|
(72
|
)
|
|
456
|
|
||
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS
|
(3,105
|
)
|
|
16,615
|
|
||
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD
|
72,553
|
|
|
52,001
|
|
||
CASH AND EQUIVALENTS AT END OF PERIOD
|
$
|
69,448
|
|
|
$
|
68,616
|
|
•
|
Home & Building Products (“HBP”) consists of
two
companies, The AMES Companies, Inc. (“AMES”) and Clopay Building Products Company, Inc. (“CBP”):
|
-
|
AMES, founded in 1774, is the leading US manufacturer and a global provider of long-handled tools and landscaping products for homeowners and professionals.
|
-
|
CBP, 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.
|
•
|
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.
|
•
|
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.
|
•
|
Level 1 inputs are measured and recorded at fair value based upon quoted prices in active markets for identical assets.
|
•
|
Level 2 inputs include inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of assets or liabilities.
|
•
|
Level 3 inputs are unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
|
|
At June 30, 2017
|
|
At September 30, 2016
|
||||
Raw materials and supplies
|
$
|
84,249
|
|
|
$
|
81,345
|
|
Work in process
|
97,390
|
|
|
75,852
|
|
||
Finished goods
|
157,754
|
|
|
151,672
|
|
||
Total
|
$
|
339,393
|
|
|
$
|
308,869
|
|
|
At June 30, 2017
|
|
At September 30, 2016
|
||||
Land, building and building improvements
|
$
|
144,353
|
|
|
$
|
138,204
|
|
Machinery and equipment
|
832,833
|
|
|
804,280
|
|
||
Leasehold improvements
|
63,289
|
|
|
51,015
|
|
||
|
1,040,475
|
|
|
993,499
|
|
||
Accumulated depreciation and amortization
|
(630,003
|
)
|
|
(588,095
|
)
|
||
Total
|
$
|
410,472
|
|
|
$
|
405,404
|
|
|
At September 30, 2016
|
|
Other
adjustments including currency translations |
|
At June 30, 2017
|
||||||
Home & Building Products
|
$
|
287,617
|
|
|
$
|
(29
|
)
|
|
$
|
287,588
|
|
Telephonics
|
18,545
|
|
|
—
|
|
|
18,545
|
|
|||
PPC
|
55,023
|
|
|
249
|
|
|
55,272
|
|
|||
Total
|
$
|
361,185
|
|
|
$
|
220
|
|
|
$
|
361,405
|
|
|
At June 30, 2017
|
|
|
|
At September 30, 2016
|
||||||||||||
|
Gross Carrying Amount
|
|
Accumulated
Amortization
|
|
Average
Life
(Years)
|
|
Gross Carrying Amount
|
|
Accumulated
Amortization
|
||||||||
Customer relationships
|
$
|
171,860
|
|
|
$
|
52,700
|
|
|
25
|
|
$
|
170,652
|
|
|
$
|
47,217
|
|
Unpatented technology
|
6,088
|
|
|
4,497
|
|
|
12.5
|
|
6,073
|
|
|
4,060
|
|
||||
Total amortizable intangible assets
|
177,948
|
|
|
57,197
|
|
|
|
|
176,725
|
|
|
51,277
|
|
||||
Trademarks
|
89,309
|
|
|
—
|
|
|
|
|
85,151
|
|
|
—
|
|
||||
Total intangible assets
|
$
|
267,257
|
|
|
$
|
57,197
|
|
|
|
|
$
|
261,876
|
|
|
$
|
51,277
|
|
|
|
At June 30, 2017
|
|
At September 30, 2016
|
||||||||||||||||||||||||||||||||||
|
|
Outstanding Balance
|
|
Original Issuer Discount
|
|
Capitalized Fees & Expenses
|
|
Balance Sheet
|
|
Coupon Interest Rate (1)
|
|
Outstanding Balance
|
|
Original Issuer Discount
|
|
Capitalized Fees & Expenses
|
|
Balance Sheet
|
|
Coupon Interest Rate (1)
|
||||||||||||||||||
Senior notes due 2022
|
(a)
|
$
|
725,000
|
|
|
$
|
(1,244
|
)
|
|
$
|
(8,586
|
)
|
|
$
|
715,170
|
|
|
5.25
|
%
|
|
725,000
|
|
|
$
|
(1,447
|
)
|
|
$
|
(9,799
|
)
|
|
$
|
713,754
|
|
|
5.25
|
%
|
|
Revolver due 2021
|
(b)
|
163,748
|
|
|
—
|
|
|
(2,040
|
)
|
|
161,708
|
|
|
Variable
|
|
|
—
|
|
|
—
|
|
|
(2,425
|
)
|
|
(2,425
|
)
|
|
Variable
|
|
||||||||
Convert. debt due 2017
|
(c)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
n/a
|
|
|
100,000
|
|
|
(1,248
|
)
|
|
(148
|
)
|
|
98,604
|
|
|
4.00
|
%
|
||||||||
Real estate mortgages
|
(d)
|
35,847
|
|
|
—
|
|
|
(499
|
)
|
|
35,348
|
|
|
Variable
|
|
|
37,861
|
|
|
—
|
|
|
(595
|
)
|
|
37,266
|
|
|
Variable
|
|
||||||||
ESOP Loans
|
(e)
|
43,330
|
|
|
—
|
|
|
(316
|
)
|
|
43,014
|
|
|
Variable
|
|
|
34,387
|
|
|
—
|
|
|
(237
|
)
|
|
34,150
|
|
|
Variable
|
|
||||||||
Capital lease - real estate
|
(f)
|
5,600
|
|
|
—
|
|
|
(112
|
)
|
|
5,488
|
|
|
5.00
|
%
|
|
6,447
|
|
|
—
|
|
|
(131
|
)
|
|
6,316
|
|
|
5.00
|
%
|
||||||||
Non US lines of credit
|
(g)
|
1,218
|
|
|
—
|
|
|
(35
|
)
|
|
1,183
|
|
|
Variable
|
|
|
11,462
|
|
|
—
|
|
|
(1
|
)
|
|
11,461
|
|
|
Variable
|
|
||||||||
Non US term loans
|
(g)
|
31,461
|
|
|
—
|
|
|
(224
|
)
|
|
31,237
|
|
|
Variable
|
|
|
33,669
|
|
|
—
|
|
|
(247
|
)
|
|
33,422
|
|
|
Variable
|
|
||||||||
Other long term debt
|
(h)
|
4,249
|
|
|
—
|
|
|
(21
|
)
|
|
4,228
|
|
|
Variable
|
|
|
4,030
|
|
|
—
|
|
|
(20
|
)
|
|
4,010
|
|
|
Variable
|
|
||||||||
Totals
|
|
1,010,453
|
|
|
(1,244
|
)
|
|
(11,833
|
)
|
|
997,376
|
|
|
|
|
|
952,856
|
|
|
(2,695
|
)
|
|
(13,603
|
)
|
|
936,558
|
|
|
|
|
||||||||
less: Current portion
|
|
(16,656
|
)
|
|
—
|
|
|
—
|
|
|
(16,656
|
)
|
|
|
|
|
(22,644
|
)
|
|
—
|
|
|
—
|
|
|
(22,644
|
)
|
|
|
|
||||||||
Long-term debt
|
|
$
|
993,797
|
|
|
$
|
(1,244
|
)
|
|
$
|
(11,833
|
)
|
|
$
|
980,720
|
|
|
|
|
|
$
|
930,212
|
|
|
$
|
(2,695
|
)
|
|
$
|
(13,603
|
)
|
|
$
|
913,914
|
|
|
|
|
|
|
Three Months Ended June 30, 2017
|
|
Three Months Ended June 30, 2016
|
||||||||||||||||||||||||||||||||||
|
|
Effective Interest Rate (1)
|
|
Cash Interest
|
|
Amort. Debt
Discount |
|
Amort. Debt Issuance Costs
& Other Fees |
|
Total Interest Expense
|
|
Effective Interest Rate (1)
|
|
Cash Interest
|
|
Amort. Debt
Discount |
|
Amort.
Debt Issuance Costs & Other Fees |
|
Total Interest Expense
|
||||||||||||||||||
Senior notes due 2022
|
(a)
|
5.6
|
%
|
|
9,516
|
|
|
67
|
|
|
462
|
|
|
10,045
|
|
|
5.5
|
%
|
|
8,641
|
|
|
36
|
|
|
383
|
|
|
9,060
|
|
||||||||
Revolver due 2021
|
(b)
|
Variable
|
|
|
1,629
|
|
|
—
|
|
|
140
|
|
|
1,769
|
|
|
Variable
|
|
|
660
|
|
|
—
|
|
|
137
|
|
|
797
|
|
||||||||
Convert. debt due 2017
|
(c)
|
n/a
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.1
|
%
|
|
1,000
|
|
|
1,093
|
|
|
111
|
|
|
2,204
|
|
||||||||
Real estate mortgages
|
(d)
|
2.6
|
%
|
|
234
|
|
|
—
|
|
|
36
|
|
|
270
|
|
|
2.3
|
%
|
|
194
|
|
|
—
|
|
|
26
|
|
|
220
|
|
||||||||
ESOP Loans
|
(e)
|
4.0
|
%
|
|
414
|
|
|
—
|
|
|
29
|
|
|
443
|
|
|
3.3
|
%
|
|
274
|
|
|
—
|
|
|
18
|
|
|
292
|
|
||||||||
Capital lease - real estate
|
(f)
|
5.4
|
%
|
|
72
|
|
|
—
|
|
|
7
|
|
|
79
|
|
|
5.4
|
%
|
|
87
|
|
|
—
|
|
|
6
|
|
|
93
|
|
||||||||
Non US lines of credit
|
(g)
|
Variable
|
|
|
113
|
|
|
—
|
|
|
75
|
|
|
188
|
|
|
Variable
|
|
|
367
|
|
|
—
|
|
|
23
|
|
|
390
|
|
||||||||
Non US term loans
|
(g)
|
Variable
|
|
|
228
|
|
|
—
|
|
|
38
|
|
|
266
|
|
|
Variable
|
|
|
276
|
|
|
—
|
|
|
53
|
|
|
329
|
|
||||||||
Other long term debt
|
(h)
|
Variable
|
|
|
85
|
|
|
—
|
|
|
1
|
|
|
86
|
|
|
Variable
|
|
|
97
|
|
|
—
|
|
|
—
|
|
|
97
|
|
||||||||
Capitalized interest
|
|
|
|
|
(417
|
)
|
|
—
|
|
|
—
|
|
|
(417
|
)
|
|
|
|
|
(443
|
)
|
|
—
|
|
|
—
|
|
|
(443
|
)
|
||||||||
Totals
|
|
|
|
|
$
|
11,874
|
|
|
$
|
67
|
|
|
$
|
788
|
|
|
$
|
12,729
|
|
|
|
|
|
$
|
11,153
|
|
|
$
|
1,129
|
|
|
$
|
757
|
|
|
$
|
13,039
|
|
|
|
Nine Months Ended June 30, 2017
|
|
Nine Months Ended June 30, 2016
|
||||||||||||||||||||||||||||||||||
|
|
Effective Interest Rate (1)
|
|
Cash Interest
|
|
Amort. Debt Discount
|
|
Amort. Debt Issuance Costs & Other Fees
|
|
Total Interest Expense
|
|
Effective Interest Rate (1)
|
|
Cash Interest
|
|
Amort. Debt Discount
|
|
Amort. Debt Issuance Costs & Other Fees
|
|
Total Interest Expense
|
||||||||||||||||||
Senior notes due 2022
|
(a)
|
5.6
|
%
|
|
28,547
|
|
|
202
|
|
|
1,396
|
|
|
30,145
|
|
|
5.5
|
%
|
|
24,391
|
|
|
36
|
|
|
1,028
|
|
|
25,455
|
|
||||||||
Revolver due 2021
|
(b)
|
Variable
|
|
|
3,280
|
|
|
—
|
|
|
422
|
|
|
3,702
|
|
|
Variable
|
|
|
2,185
|
|
|
—
|
|
|
374
|
|
|
2,559
|
|
||||||||
Convert. debt due 2017
|
(c)
|
8.9
|
%
|
|
1,167
|
|
|
1,248
|
|
|
148
|
|
|
2,563
|
|
|
9.0
|
%
|
|
3,000
|
|
|
3,220
|
|
|
333
|
|
|
6,553
|
|
||||||||
Real estate mortgages
|
(d)
|
2.4
|
%
|
|
650
|
|
|
—
|
|
|
56
|
|
|
706
|
|
|
2.2
|
%
|
|
499
|
|
|
—
|
|
|
55
|
|
|
554
|
|
||||||||
ESOP Loans
|
(e)
|
4.1
|
%
|
|
1,147
|
|
|
—
|
|
|
94
|
|
|
1,241
|
|
|
3.2
|
%
|
|
805
|
|
|
—
|
|
|
53
|
|
|
858
|
|
||||||||
Capital lease - real estate
|
(f)
|
5.4
|
%
|
|
227
|
|
|
—
|
|
|
19
|
|
|
246
|
|
|
5.4
|
%
|
|
270
|
|
|
—
|
|
|
19
|
|
|
289
|
|
||||||||
Non US lines of credit
|
(g)
|
Variable
|
|
|
309
|
|
|
—
|
|
|
85
|
|
|
394
|
|
|
Variable
|
|
|
723
|
|
|
—
|
|
|
69
|
|
|
792
|
|
||||||||
Non US term loans
|
(g)
|
Variable
|
|
|
840
|
|
|
—
|
|
|
97
|
|
|
937
|
|
|
Variable
|
|
|
832
|
|
|
—
|
|
|
79
|
|
|
911
|
|
||||||||
Other long term debt
|
(h)
|
Variable
|
|
|
247
|
|
|
—
|
|
|
7
|
|
|
254
|
|
|
Variable
|
|
|
195
|
|
|
—
|
|
|
—
|
|
|
195
|
|
||||||||
Capitalized interest
|
|
|
|
|
(1,441
|
)
|
|
—
|
|
|
—
|
|
|
(1,441
|
)
|
|
|
|
|
(717
|
)
|
|
—
|
|
|
5
|
|
|
(712
|
)
|
||||||||
Totals
|
|
|
|
|
$
|
34,973
|
|
|
$
|
1,450
|
|
|
$
|
2,324
|
|
|
$
|
38,747
|
|
|
|
|
|
$
|
32,183
|
|
|
$
|
3,256
|
|
|
$
|
2,015
|
|
|
$
|
37,454
|
|
(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 previously issued
$600,000
5.25%
senior notes due 2022, at par, which was completed on February 27, 2014 (collectively the “Senior Notes”). As of
June 30, 2017
, 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 the Credit Agreement to increase the credit facility from
$250,000
to
$350,000
, extend its maturity date from March 13, 2020 to March 22, 2021 and modify certain other provisions of the facility. The facility includes a letter of credit sub-facility with a limit of
$50,000
and a multi-currency sub-facility of
$50,000
. The Credit Agreement provides for same day borrowings of base rate loans. Borrowings under the Credit Agreement may be repaid and re-borrowed at any time, subject to final maturity of the facility or the occurrence of an event of default under the Credit Agreement. Interest is payable on borrowings at either a LIBOR or base rate benchmark rate, in each case without a floor, plus an applicable margin, which adjusts based on financial performance. Current margins are
1.25%
for base rate loans and
2.25%
for LIBOR loans. The Credit Agreement has certain financial maintenance tests including a maximum total leverage ratio, a maximum senior secured leverage ratio and a minimum interest coverage ratio, as well as customary affirmative and negative covenants and events of default. The negative covenants place limits on Griffon's ability to, among other things, incur indebtedness, incur liens, and make restricted payments and investments. Borrowings under the Credit Agreement are guaranteed by Griffon’s material domestic subsidiaries and are secured, on a first priority basis, by substantially all domestic assets of the Company and the guarantors, and a pledge of not greater than
65%
of the equity interest in Griffon’s material, first-tier foreign subsidiaries (except that a lien on the assets of Griffon's material domestic subsidiaries securing a limited amount of the debt under the Credit Agreement relating to Griffon's Employee Stock Ownership Plan ("ESOP") ranks pari passu with the lien granted on such assets under the Credit Agreement; see footnote (e) below). At
June 30, 2017
, there were
$163,748
in outstanding borrowings and standby letters of credit were
$14,360
under the Credit Agreement;
$171,892
was available, subject to certain loan covenants, for borrowing at that date.
|
(c)
|
On December 21, 2009, Griffon issued
$100,000
principal amount of
4%
convertible subordinated notes due 2017 (the “2017 Notes”). On July 14, 2016, Griffon announced that it would 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. On January 17, 2017, Griffon settled the convertible debt for
$173,855
with
$125,000
in cash, utilizing borrowings under the Credit Agreement, and
$48,858
, or
1,954,993
shares, of common stock issued from treasury.
|
(d)
|
In September 2015 and March 2016, Griffon entered into mortgage loans in the amounts of
$32,280
and
$8,000
, respectively. The mortgage loans are secured by
four
properties occupied by Griffon's subsidiaries. The loans mature in September 2025 and April 2018, respectively, are collateralized by the specific properties financed and are guaranteed by Griffon.
The loans bear interest at a rate of LIBOR plus 1.50%
. At
June 30, 2017
,
$35,348
was outstanding, net of issuance costs.
|
(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. During the three and nine months ended
June 30, 2017
, Griffon's ESOP purchased
72,963
and
621,875
shares, respectively, of common stock for a total of
$1,695
or
$23.23
per share and
$10,908
or
$17.54
per share, respectively, with proceeds from the Line Note. On June 30, 2017, the Term Loan and Line Note were combined into a single Term Loan. The Term Loan bears interest at LIBOR plus
2.50%
. The Term Loan requires a quarterly principal payment of
$655
on September 30, 2017 and
$569
thereafter, with a balloon payment due at maturity on March 22, 2020. As of
June 30, 2017
,
$43,014
, net of issuance costs, was outstanding under the Term Loan. The Term Loan is secured by shares purchased with the proceeds of the loan and with a lien on a specific amount of Griffon assets (which lien ranks pari passu with the lien granted on such assets under the Credit Agreement) and is guaranteed by Griffon.
|
(f)
|
In October 2006, CBP entered into a capital lease totaling
$14,290
for real estate in Troy, Ohio. The lease matures in
2022
, bears interest at a fixed rate of
5.0%
, is secured by a mortgage on the real estate and is guaranteed by Griffon. At
June 30, 2017
,
$5,488
was outstanding, net of issuance costs.
|
(g)
|
In September 2015, Clopay Europe GmbH (“Clopay Europe”) entered into a EUR
5,000
(
$5,705
as of
June 30, 2017
) revolving credit facility and EUR
15,000
term loan. The term loan is payable in
twelve
quarterly installments of EUR
1,250
, bears interest at a fixed rate of
2.5%
and matures in September 2018. The revolving facility matures in September 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 June 30, 2017).
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
6,250
(
$7,131
at
June 30, 2017
) and the revolver had
no
outstanding borrowings at
June 30, 2017
. Clopay Europe is required to maintain a certain minimum equity to assets ratio and is subject to a maximum debt leverage ratio (defined as the ratio of total debt to EBITDA).
|
(h)
|
Other long-term debt consists primarily of a loan with the Pennsylvania Industrial Development Authority, with the balance consisting of capital leases.
|
|
Three Months Ended June 30,
|
|
Nine Months Ended June 30,
|
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Weighted average shares outstanding - basic
|
41,683
|
|
|
40,558
|
|
|
40,765
|
|
|
41,318
|
|
Incremental shares from stock based compensation
|
1,572
|
|
|
1,876
|
|
|
1,683
|
|
|
2,047
|
|
Convertible debt matured 2017
|
—
|
|
|
846
|
|
|
486
|
|
|
878
|
|
|
|
|
|
|
|
|
|
||||
Weighted average shares outstanding - diluted
|
43,255
|
|
|
43,280
|
|
|
42,934
|
|
|
44,243
|
|
|
|
|
|
|
|
|
|
||||
Anti-dilutive options excluded from diluted EPS computation
|
—
|
|
|
377
|
|
|
—
|
|
|
404
|
|
•
|
HBP is the leading US manufacturer and a global provider of long-handled tools and landscaping products for homeowners and professionals, as well as 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 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 Three Months Ended June 30,
|
|
For the Nine Months Ended June 30,
|
||||||||||||
REVENUE
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Home & Building Products:
|
|
|
|
|
|
|
|
|
|
|
|
||||
AMES
|
$
|
136,132
|
|
|
$
|
122,198
|
|
|
$
|
419,763
|
|
|
$
|
406,335
|
|
CBP
|
140,349
|
|
|
133,362
|
|
|
406,437
|
|
|
389,657
|
|
||||
Home & Building Products
|
276,481
|
|
|
255,560
|
|
|
826,200
|
|
|
795,992
|
|
||||
Telephonics
|
81,633
|
|
|
91,767
|
|
|
267,998
|
|
|
306,678
|
|
||||
PPC
|
115,206
|
|
|
114,873
|
|
|
341,986
|
|
|
353,786
|
|
||||
Total consolidated net sales
|
$
|
473,320
|
|
|
$
|
462,200
|
|
|
$
|
1,436,184
|
|
|
$
|
1,456,456
|
|
|
For the Three Months Ended June 30,
|
|
For the Nine Months Ended June 30,
|
||||||||||||
INCOME BEFORE TAXES
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Segment operating profit:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Home & Building Products
|
$
|
23,708
|
|
|
$
|
23,201
|
|
|
$
|
64,661
|
|
|
$
|
62,170
|
|
Telephonics
|
4,114
|
|
|
9,471
|
|
|
18,521
|
|
|
25,159
|
|
||||
PPC
|
6,325
|
|
|
1,672
|
|
|
19,628
|
|
|
13,569
|
|
||||
Total segment operating profit
|
34,147
|
|
|
34,344
|
|
|
102,810
|
|
|
100,898
|
|
||||
Net interest expense
|
(12,712
|
)
|
|
(12,960
|
)
|
|
(38,701
|
)
|
|
(37,320
|
)
|
||||
Unallocated amounts
|
(9,865
|
)
|
|
(9,625
|
)
|
|
(29,324
|
)
|
|
(28,632
|
)
|
||||
Income before taxes
|
$
|
11,570
|
|
|
$
|
11,759
|
|
|
$
|
34,785
|
|
|
$
|
34,946
|
|
|
For the Three Months Ended June 30,
|
|
For the Nine Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Segment adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Home & Building Products
|
$
|
33,134
|
|
|
$
|
32,082
|
|
|
$
|
92,506
|
|
|
$
|
88,249
|
|
Telephonics
|
6,784
|
|
|
12,125
|
|
|
26,679
|
|
|
32,913
|
|
||||
PPC
|
13,311
|
|
|
13,588
|
|
|
39,652
|
|
|
37,154
|
|
||||
Total Segment adjusted EBITDA
|
53,229
|
|
|
57,795
|
|
|
158,837
|
|
|
158,316
|
|
||||
Net interest expense
|
(12,712
|
)
|
|
(12,960
|
)
|
|
(38,701
|
)
|
|
(37,320
|
)
|
||||
Segment depreciation and amortization
|
(19,082
|
)
|
|
(17,551
|
)
|
|
(56,027
|
)
|
|
(51,518
|
)
|
||||
Unallocated amounts
|
(9,865
|
)
|
|
(9,625
|
)
|
|
(29,324
|
)
|
|
(28,632
|
)
|
||||
Restructuring charges
|
—
|
|
|
(5,900
|
)
|
|
—
|
|
|
(5,900
|
)
|
||||
Income before taxes
|
$
|
11,570
|
|
|
$
|
11,759
|
|
|
$
|
34,785
|
|
|
$
|
34,946
|
|
|
For the Three Months Ended June 30,
|
|
For the Nine Months Ended June 30,
|
||||||||||||
DEPRECIATION and AMORTIZATION
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Segment:
|
|
|
|
|
|
|
|
||||||||
Home & Building Products
|
$
|
9,426
|
|
|
$
|
8,881
|
|
|
$
|
27,845
|
|
|
$
|
26,079
|
|
Telephonics
|
2,670
|
|
|
2,654
|
|
|
8,158
|
|
|
7,754
|
|
||||
PPC
|
6,986
|
|
|
6,016
|
|
|
20,024
|
|
|
17,685
|
|
||||
Total segment depreciation and amortization
|
19,082
|
|
|
17,551
|
|
|
56,027
|
|
|
51,518
|
|
||||
Corporate
|
125
|
|
|
126
|
|
|
353
|
|
|
361
|
|
||||
Total consolidated depreciation and amortization
|
$
|
19,207
|
|
|
$
|
17,677
|
|
|
$
|
56,380
|
|
|
$
|
51,879
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
CAPITAL EXPENDITURES
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Home & Building Products
|
$
|
5,800
|
|
|
$
|
9,148
|
|
|
$
|
16,213
|
|
|
$
|
37,263
|
|
Telephonics
|
1,161
|
|
|
2,360
|
|
|
4,274
|
|
|
5,598
|
|
||||
PPC
|
9,678
|
|
|
5,648
|
|
|
36,764
|
|
|
19,008
|
|
||||
Total segment
|
16,639
|
|
|
17,156
|
|
|
57,251
|
|
|
61,869
|
|
||||
Corporate
|
1
|
|
|
139
|
|
|
1,902
|
|
|
1,378
|
|
||||
Total consolidated capital expenditures
|
$
|
16,640
|
|
|
$
|
17,295
|
|
|
$
|
59,153
|
|
|
$
|
63,247
|
|
ASSETS
|
At June 30, 2017
|
|
At September 30, 2016
|
||||
Segment assets:
|
|
|
|
||||
Home & Building Products
|
$
|
1,030,779
|
|
|
$
|
1,020,297
|
|
Telephonics
|
315,791
|
|
|
334,631
|
|
||
PPC
|
362,003
|
|
|
365,920
|
|
||
Total segment assets
|
1,708,573
|
|
|
1,720,848
|
|
||
Corporate
|
91,117
|
|
|
59,061
|
|
||
Total continuing assets
|
1,799,690
|
|
|
1,779,909
|
|
||
Assets of discontinued operations
|
4,793
|
|
|
2,187
|
|
||
Consolidated total
|
$
|
1,804,483
|
|
|
$
|
1,782,096
|
|
|
Three Months Ended June 30,
|
|
Nine Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Interest cost
|
$
|
1,402
|
|
|
$
|
1,065
|
|
|
$
|
4,206
|
|
|
$
|
5,225
|
|
Expected return on plan assets
|
(2,735
|
)
|
|
(2,489
|
)
|
|
(8,207
|
)
|
|
(8,321
|
)
|
||||
Amortization:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Prior service cost
|
4
|
|
|
3
|
|
|
12
|
|
|
11
|
|
||||
Recognized actuarial loss
|
832
|
|
|
590
|
|
|
2,496
|
|
|
1,771
|
|
||||
Net periodic expense (income)
|
$
|
(497
|
)
|
|
$
|
(831
|
)
|
|
$
|
(1,493
|
)
|
|
$
|
(1,314
|
)
|
|
At June 30, 2017
|
|
At September 30, 2016
|
||||
Assets of discontinued operations:
|
|
|
|
|
|
||
Prepaid and other current assets
|
$
|
479
|
|
|
$
|
219
|
|
Other long-term assets
|
4,314
|
|
|
1,968
|
|
||
Total assets of discontinued operations
|
$
|
4,793
|
|
|
$
|
2,187
|
|
|
|
|
|
||||
Liabilities of discontinued operations:
|
|
|
|
|
|
||
Accrued liabilities, current
|
$
|
1,107
|
|
|
$
|
1,684
|
|
Other long-term liabilities
|
4,321
|
|
|
1,706
|
|
||
Total liabilities of discontinued operations
|
$
|
5,428
|
|
|
$
|
3,390
|
|
|
Workforce
Reduction |
|
Other
Related |
|
Total
|
||||||
Accrued liability at September 30, 2016
|
$
|
2,487
|
|
|
$
|
1,004
|
|
|
$
|
3,491
|
|
Payments
|
(1,749
|
)
|
|
(745
|
)
|
|
(2,494
|
)
|
|||
Accrued liability at June 30, 2017
|
$
|
738
|
|
|
$
|
259
|
|
|
$
|
997
|
|
|
Three Months Ended June 30,
|
|
Nine Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Balance, beginning of period
|
$
|
5,803
|
|
|
$
|
6,469
|
|
|
$
|
6,322
|
|
|
$
|
6,040
|
|
Warranties issued and changes in estimated pre-existing warranties
|
803
|
|
|
1,496
|
|
|
3,310
|
|
|
4,504
|
|
||||
Actual warranty costs incurred
|
(1,457
|
)
|
|
(1,698
|
)
|
|
(4,483
|
)
|
|
(4,277
|
)
|
||||
Balance, end of period
|
$
|
5,149
|
|
|
$
|
6,267
|
|
|
$
|
5,149
|
|
|
$
|
6,267
|
|
|
Three Months Ended June 30, 2017
|
|
Three Months Ended June 30, 2016
|
||||||||||||||||||||
|
Pre-tax
|
|
Tax
|
|
Net of tax
|
|
Pre-tax
|
|
Tax
|
|
Net of tax
|
||||||||||||
Foreign currency translation adjustments
|
$
|
6,414
|
|
|
$
|
—
|
|
|
$
|
6,414
|
|
|
$
|
796
|
|
|
$
|
—
|
|
|
$
|
796
|
|
Pension and other defined benefit plans
|
836
|
|
|
(292
|
)
|
|
544
|
|
|
593
|
|
|
(207
|
)
|
|
386
|
|
||||||
Cash flow hedges
|
277
|
|
|
(79
|
)
|
|
198
|
|
|
1,838
|
|
|
(551
|
)
|
|
1,287
|
|
||||||
Total other comprehensive income (loss)
|
$
|
7,527
|
|
|
$
|
(371
|
)
|
|
$
|
7,156
|
|
|
$
|
3,227
|
|
|
$
|
(758
|
)
|
|
$
|
2,469
|
|
|
Nine Months Ended June 30, 2017
|
|
Nine Months Ended June 30, 2016
|
||||||||||||||||||||
|
Pre-tax
|
|
Tax
|
|
Net of tax
|
|
Pre-tax
|
|
Tax
|
|
Net of tax
|
||||||||||||
Foreign currency translation adjustments
|
$
|
1,344
|
|
|
$
|
—
|
|
|
$
|
1,344
|
|
|
$
|
11,130
|
|
|
$
|
—
|
|
|
$
|
11,130
|
|
Pension and other defined benefit plans
|
2,508
|
|
|
(876
|
)
|
|
1,632
|
|
|
1,782
|
|
|
(624
|
)
|
|
1,158
|
|
||||||
Cash flow hedges
|
1,121
|
|
|
(320
|
)
|
|
801
|
|
|
(1,967
|
)
|
|
590
|
|
|
(1,377
|
)
|
||||||
Total other comprehensive income (loss)
|
$
|
4,973
|
|
|
$
|
(1,196
|
)
|
|
$
|
3,777
|
|
|
$
|
10,945
|
|
|
$
|
(34
|
)
|
|
$
|
10,911
|
|
|
June 30, 2017
|
|
September 30, 2016
|
||||
Foreign currency translation adjustments
|
$
|
(41,550
|
)
|
|
$
|
(42,894
|
)
|
Pension and other defined benefit plans
|
(35,711
|
)
|
|
(37,343
|
)
|
||
Change in Cash flow hedges
|
(203
|
)
|
|
(1,004
|
)
|
||
|
$
|
(77,464
|
)
|
|
$
|
(81,241
|
)
|
|
For the Three Months Ended June 30,
|
|
For the Nine Months Ended June 30,
|
||||||||||||
Gain (Loss)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Pension amortization
|
$
|
(836
|
)
|
|
$
|
(593
|
)
|
|
$
|
(2,508
|
)
|
|
$
|
(1,782
|
)
|
Cash flow hedges
|
(88
|
)
|
|
(764
|
)
|
|
(910
|
)
|
|
324
|
|
||||
Total gain (loss)
|
(924
|
)
|
|
(1,357
|
)
|
|
(3,418
|
)
|
|
(1,458
|
)
|
||||
Tax benefit (expense)
|
277
|
|
|
407
|
|
|
1,025
|
|
|
438
|
|
||||
Total
|
$
|
(647
|
)
|
|
$
|
(950
|
)
|
|
$
|
(2,393
|
)
|
|
$
|
(1,020
|
)
|
|
Parent Company
|
|
Guarantor Companies
|
|
Non-Guarantor Companies
|
|
Elimination
|
|
Consolidation
|
||||||||||
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and equivalents
|
$
|
21,231
|
|
|
$
|
11,550
|
|
|
$
|
36,667
|
|
|
$
|
—
|
|
|
$
|
69,448
|
|
Accounts receivable, net of allowances
|
—
|
|
|
192,813
|
|
|
54,839
|
|
|
(19,839
|
)
|
|
227,813
|
|
|||||
Contract costs and recognized income not yet billed, net of progress payments
|
—
|
|
|
119,114
|
|
|
253
|
|
|
—
|
|
|
119,367
|
|
|||||
Inventories, net
|
—
|
|
|
269,815
|
|
|
69,502
|
|
|
76
|
|
|
339,393
|
|
|||||
Prepaid and other current assets
|
14,014
|
|
|
16,574
|
|
|
12,908
|
|
|
126
|
|
|
43,622
|
|
|||||
Assets of discontinued operations
|
—
|
|
|
—
|
|
|
479
|
|
|
—
|
|
|
479
|
|
|||||
Total Current Assets
|
35,245
|
|
|
609,866
|
|
|
174,648
|
|
|
(19,637
|
)
|
|
800,122
|
|
|||||
PROPERTY, PLANT AND EQUIPMENT, net
|
723
|
|
|
300,922
|
|
|
108,827
|
|
|
—
|
|
|
410,472
|
|
|||||
GOODWILL
|
—
|
|
|
284,875
|
|
|
76,530
|
|
|
—
|
|
|
361,405
|
|
|||||
INTANGIBLE ASSETS, net
|
—
|
|
|
144,620
|
|
|
65,440
|
|
|
—
|
|
|
210,060
|
|
|||||
INTERCOMPANY RECEIVABLE
|
555,769
|
|
|
756,667
|
|
|
356,701
|
|
|
(1,669,137
|
)
|
|
—
|
|
|||||
EQUITY INVESTMENTS IN SUBSIDIARIES
|
848,559
|
|
|
867,153
|
|
|
1,062,002
|
|
|
(2,777,714
|
)
|
|
—
|
|
|||||
OTHER ASSETS
|
8,568
|
|
|
5,515
|
|
|
4,006
|
|
|
21
|
|
|
18,110
|
|
|||||
ASSETS OF DISCONTINUED OPERATIONS
|
—
|
|
|
—
|
|
|
4,314
|
|
|
—
|
|
|
4,314
|
|
|||||
Total Assets
|
$
|
1,448,864
|
|
|
$
|
2,969,618
|
|
|
$
|
1,852,468
|
|
|
$
|
(4,466,467
|
)
|
|
$
|
1,804,483
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Notes payable and current portion of long-term debt
|
$
|
2,895
|
|
|
$
|
2,358
|
|
|
$
|
11,403
|
|
|
$
|
—
|
|
|
$
|
16,656
|
|
Accounts payable and accrued liabilities
|
28,093
|
|
|
192,756
|
|
|
69,231
|
|
|
(13,638
|
)
|
|
276,442
|
|
|||||
Liabilities of discontinued operations
|
—
|
|
|
—
|
|
|
1,107
|
|
|
—
|
|
|
1,107
|
|
|||||
Total Current Liabilities
|
30,988
|
|
|
195,114
|
|
|
81,741
|
|
|
(13,638
|
)
|
|
294,205
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
LONG-TERM DEBT, net
|
924,307
|
|
|
17,240
|
|
|
39,173
|
|
|
—
|
|
|
980,720
|
|
|||||
INTERCOMPANY PAYABLES
|
75,225
|
|
|
768,406
|
|
|
795,095
|
|
|
(1,638,726
|
)
|
|
—
|
|
|||||
OTHER LIABILITIES
|
24,256
|
|
|
100,641
|
|
|
12,310
|
|
|
(6,058
|
)
|
|
131,149
|
|
|||||
LIABILITIES OF DISCONTINUED OPERATIONS
|
—
|
|
|
—
|
|
|
4,321
|
|
|
—
|
|
|
4,321
|
|
|||||
Total Liabilities
|
1,054,776
|
|
|
1,081,401
|
|
|
932,640
|
|
|
(1,658,422
|
)
|
|
1,410,395
|
|
|||||
SHAREHOLDERS’ EQUITY
|
394,088
|
|
|
1,888,217
|
|
|
919,828
|
|
|
(2,808,045
|
)
|
|
394,088
|
|
|||||
Total Liabilities and Shareholders’ Equity
|
$
|
1,448,864
|
|
|
$
|
2,969,618
|
|
|
$
|
1,852,468
|
|
|
$
|
(4,466,467
|
)
|
|
$
|
1,804,483
|
|
|
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
|
|
($ in thousands)
|
Parent Company
|
|
Guarantor Companies
|
|
Non-Guarantor Companies
|
|
Elimination
|
|
Consolidation
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
376,143
|
|
|
$
|
103,905
|
|
|
$
|
(6,728
|
)
|
|
$
|
473,320
|
|
Cost of goods and services
|
—
|
|
|
283,552
|
|
|
81,082
|
|
|
(7,271
|
)
|
|
357,363
|
|
|||||
Gross profit
|
—
|
|
|
92,591
|
|
|
22,823
|
|
|
543
|
|
|
115,957
|
|
|||||
Selling, general and administrative expenses
|
7,038
|
|
|
65,146
|
|
|
18,648
|
|
|
(92
|
)
|
|
90,740
|
|
|||||
Income (loss) from operations
|
(7,038
|
)
|
|
27,445
|
|
|
4,175
|
|
|
635
|
|
|
25,217
|
|
|||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest income (expense), net
|
(3,267
|
)
|
|
(8,248
|
)
|
|
(1,197
|
)
|
|
—
|
|
|
(12,712
|
)
|
|||||
Other, net
|
55
|
|
|
572
|
|
|
(927
|
)
|
|
(635
|
)
|
|
(935
|
)
|
|||||
Total other income (expense)
|
(3,212
|
)
|
|
(7,676
|
)
|
|
(2,124
|
)
|
|
(635
|
)
|
|
(13,647
|
)
|
|||||
Income (loss) before taxes
|
(10,250
|
)
|
|
19,769
|
|
|
2,051
|
|
|
—
|
|
|
11,570
|
|
|||||
Provision (benefit) for income taxes
|
(6,080
|
)
|
|
6,910
|
|
|
1,187
|
|
|
—
|
|
|
2,017
|
|
|||||
Income (loss) before equity in net income of subsidiaries
|
(4,170
|
)
|
|
12,859
|
|
|
864
|
|
|
—
|
|
|
9,553
|
|
|||||
Equity in net income (loss) of subsidiaries
|
13,723
|
|
|
913
|
|
|
12,859
|
|
|
(27,495
|
)
|
|
—
|
|
|||||
Net income (loss)
|
$
|
9,553
|
|
|
$
|
13,772
|
|
|
$
|
13,723
|
|
|
$
|
(27,495
|
)
|
|
$
|
9,553
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income (loss)
|
$
|
9,553
|
|
|
$
|
13,772
|
|
|
$
|
13,723
|
|
|
$
|
(27,495
|
)
|
|
$
|
9,553
|
|
Other comprehensive income (loss), net of taxes
|
7,156
|
|
|
3,688
|
|
|
9,992
|
|
|
(13,680
|
)
|
|
7,156
|
|
|||||
Comprehensive income (loss)
|
$
|
16,709
|
|
|
$
|
17,460
|
|
|
$
|
23,715
|
|
|
$
|
(41,175
|
)
|
|
$
|
16,709
|
|
($ in thousands)
|
Parent Company
|
|
Guarantor Companies
|
|
Non-Guarantor Companies
|
|
Elimination
|
|
Consolidation
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
369,235
|
|
|
$
|
100,420
|
|
|
$
|
(7,455
|
)
|
|
$
|
462,200
|
|
Cost of goods and services
|
—
|
|
|
267,804
|
|
|
82,914
|
|
|
(7,875
|
)
|
|
342,843
|
|
|||||
Gross profit
|
—
|
|
|
101,431
|
|
|
17,506
|
|
|
420
|
|
|
119,357
|
|
|||||
Selling, general and administrative expenses
|
6,646
|
|
|
64,735
|
|
|
17,591
|
|
|
(92
|
)
|
|
88,880
|
|
|||||
Restructuring and other related charges
|
—
|
|
|
1,299
|
|
|
4,601
|
|
|
—
|
|
|
5,900
|
|
|||||
Total operating expenses
|
6,646
|
|
|
66,034
|
|
|
22,192
|
|
|
(92
|
)
|
|
94,780
|
|
|||||
Income (loss) from operations
|
(6,646
|
)
|
|
35,397
|
|
|
(4,686
|
)
|
|
512
|
|
|
24,577
|
|
|||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest income (expense), net
|
(3,347
|
)
|
|
(7,656
|
)
|
|
(1,957
|
)
|
|
—
|
|
|
(12,960
|
)
|
|||||
Other, net
|
67
|
|
|
714
|
|
|
(127
|
)
|
|
(512
|
)
|
|
142
|
|
|||||
Total other income (expense)
|
(3,280
|
)
|
|
(6,942
|
)
|
|
(2,084
|
)
|
|
(512
|
)
|
|
(12,818
|
)
|
|||||
Income (loss) before taxes
|
(9,926
|
)
|
|
28,455
|
|
|
(6,770
|
)
|
|
—
|
|
|
11,759
|
|
|||||
Provision (benefit) for income taxes
|
12,946
|
|
|
7,167
|
|
|
(15,950
|
)
|
|
—
|
|
|
4,163
|
|
|||||
Income (loss) before equity in net income of subsidiaries
|
(22,872
|
)
|
|
21,288
|
|
|
9,180
|
|
|
—
|
|
|
7,596
|
|
|||||
Equity in net income (loss) of subsidiaries
|
30,468
|
|
|
7,454
|
|
|
21,288
|
|
|
(59,210
|
)
|
|
—
|
|
|||||
Net income (loss)
|
$
|
7,596
|
|
|
$
|
28,742
|
|
|
$
|
30,468
|
|
|
$
|
(59,210
|
)
|
|
$
|
7,596
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income (loss)
|
$
|
7,596
|
|
|
$
|
28,742
|
|
|
$
|
30,468
|
|
|
$
|
(59,210
|
)
|
|
$
|
7,596
|
|
Other comprehensive income (loss), net of taxes
|
2,469
|
|
|
(2,652
|
)
|
|
4,920
|
|
|
(2,268
|
)
|
|
2,469
|
|
|||||
Comprehensive income (loss)
|
$
|
10,065
|
|
|
$
|
26,090
|
|
|
$
|
35,388
|
|
|
$
|
(61,478
|
)
|
|
$
|
10,065
|
|
|
Parent Company
|
|
Guarantor Companies
|
|
Non-Guarantor Companies
|
|
Elimination
|
|
Consolidation
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
1,132,641
|
|
|
$
|
327,325
|
|
|
$
|
(23,782
|
)
|
|
$
|
1,436,184
|
|
Cost of goods and services
|
—
|
|
|
859,990
|
|
|
253,406
|
|
|
(24,846
|
)
|
|
1,088,550
|
|
|||||
Gross profit
|
—
|
|
|
272,651
|
|
|
73,919
|
|
|
1,064
|
|
|
347,634
|
|
|||||
Selling, general and administrative expenses
|
20,759
|
|
|
194,377
|
|
|
58,113
|
|
|
(277
|
)
|
|
272,972
|
|
|||||
Income (loss) from operations
|
(20,759
|
)
|
|
78,274
|
|
|
15,806
|
|
|
1,341
|
|
|
74,662
|
|
|||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest income (expense), net
|
(10,616
|
)
|
|
(24,539
|
)
|
|
(3,546
|
)
|
|
—
|
|
|
(38,701
|
)
|
|||||
Other, net
|
216
|
|
|
2,131
|
|
|
(2,182
|
)
|
|
(1,341
|
)
|
|
(1,176
|
)
|
|||||
Total other income (expense)
|
(10,400
|
)
|
|
(22,408
|
)
|
|
(5,728
|
)
|
|
(1,341
|
)
|
|
(39,877
|
)
|
|||||
Income (loss) before taxes
|
(31,159
|
)
|
|
55,866
|
|
|
10,078
|
|
|
—
|
|
|
34,785
|
|
|||||
Provision (benefit) for income taxes
|
(16,643
|
)
|
|
20,006
|
|
|
4,560
|
|
|
—
|
|
|
7,923
|
|
|||||
Income (loss) before equity in net income of subsidiaries
|
(14,516
|
)
|
|
35,860
|
|
|
5,518
|
|
|
—
|
|
|
26,862
|
|
|||||
Equity in net income (loss) of subsidiaries
|
41,378
|
|
|
5,633
|
|
|
35,860
|
|
|
(82,871
|
)
|
|
—
|
|
|||||
Net income (loss)
|
$
|
26,862
|
|
|
$
|
41,493
|
|
|
$
|
41,378
|
|
|
$
|
(82,871
|
)
|
|
$
|
26,862
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income (loss)
|
$
|
26,862
|
|
|
$
|
41,493
|
|
|
$
|
41,378
|
|
|
$
|
(82,871
|
)
|
|
$
|
26,862
|
|
Other comprehensive income (loss), net of taxes
|
3,777
|
|
|
(4,219
|
)
|
|
15,346
|
|
|
(11,127
|
)
|
|
3,777
|
|
|||||
Comprehensive income (loss)
|
$
|
30,639
|
|
|
$
|
37,274
|
|
|
$
|
56,724
|
|
|
$
|
(93,998
|
)
|
|
$
|
30,639
|
|
|
Parent Company
|
|
Guarantor Companies
|
|
Non-Guarantor Companies
|
|
Elimination
|
|
Consolidation
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
1,165,484
|
|
|
$
|
313,766
|
|
|
$
|
(22,794
|
)
|
|
$
|
1,456,456
|
|
Cost of goods and services
|
—
|
|
|
879,391
|
|
|
251,303
|
|
|
(23,857
|
)
|
|
1,106,837
|
|
|||||
Gross profit
|
—
|
|
|
286,093
|
|
|
62,463
|
|
|
1,063
|
|
|
349,619
|
|
|||||
Selling, general and administrative expenses
|
19,574
|
|
|
196,879
|
|
|
55,589
|
|
|
(277
|
)
|
|
271,765
|
|
|||||
Restructuring and other related charges
|
—
|
|
|
1,299
|
|
|
4,601
|
|
|
—
|
|
|
5,900
|
|
|||||
Total operating expenses
|
19,574
|
|
|
198,178
|
|
|
60,190
|
|
|
(277
|
)
|
|
277,665
|
|
|||||
Income (loss) from operations
|
(19,574
|
)
|
|
87,915
|
|
|
2,273
|
|
|
1,340
|
|
|
71,954
|
|
|||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest income (expense), net
|
(8,299
|
)
|
|
(23,197
|
)
|
|
(5,824
|
)
|
|
—
|
|
|
(37,320
|
)
|
|||||
Other, net
|
278
|
|
|
2,634
|
|
|
(1,260
|
)
|
|
(1,340
|
)
|
|
312
|
|
|||||
Total other income (expense)
|
(8,021
|
)
|
|
(20,563
|
)
|
|
(7,084
|
)
|
|
(1,340
|
)
|
|
(37,008
|
)
|
|||||
Income (loss) before taxes
|
(27,595
|
)
|
|
67,352
|
|
|
(4,811
|
)
|
|
—
|
|
|
34,946
|
|
|||||
Provision (benefit) for income taxes
|
1,307
|
|
|
23,996
|
|
|
(14,836
|
)
|
|
—
|
|
|
10,467
|
|
|||||
Income (loss) before equity in net income of subsidiaries
|
(28,902
|
)
|
|
43,356
|
|
|
10,025
|
|
|
—
|
|
|
24,479
|
|
|||||
Equity in net income (loss) of subsidiaries
|
53,381
|
|
|
8,275
|
|
|
43,356
|
|
|
(105,012
|
)
|
|
—
|
|
|||||
Net income (loss)
|
$
|
24,479
|
|
|
$
|
51,631
|
|
|
$
|
53,381
|
|
|
$
|
(105,012
|
)
|
|
$
|
24,479
|
|
Net Income (loss)
|
$
|
24,479
|
|
|
$
|
51,631
|
|
|
$
|
53,381
|
|
|
$
|
(105,012
|
)
|
|
$
|
24,479
|
|
Other comprehensive income (loss), net of taxes
|
10,911
|
|
|
(451
|
)
|
|
11,161
|
|
|
(10,710
|
)
|
|
10,911
|
|
|||||
Comprehensive income (loss)
|
$
|
35,390
|
|
|
$
|
51,180
|
|
|
$
|
64,542
|
|
|
$
|
(115,722
|
)
|
|
$
|
35,390
|
|
|
Parent Company
|
|
Guarantor Companies
|
|
Non-Guarantor Companies
|
|
Elimination
|
|
Consolidation
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income (loss)
|
$
|
26,862
|
|
|
$
|
41,493
|
|
|
$
|
41,378
|
|
|
$
|
(82,871
|
)
|
|
$
|
26,862
|
|
Net cash provided by (used in) operating activities:
|
(18,837
|
)
|
|
40,186
|
|
|
44,136
|
|
|
—
|
|
|
65,485
|
|
|||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Acquisition of property, plant and equipment
|
(12
|
)
|
|
(36,384
|
)
|
|
(22,757
|
)
|
|
—
|
|
|
(59,153
|
)
|
|||||
Acquired businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
(6,051
|
)
|
|
—
|
|
|
(6,051
|
)
|
|||||
Proceeds from sale of assets
|
—
|
|
|
157
|
|
|
8
|
|
|
—
|
|
|
165
|
|
|||||
Net cash provided by investing activities
|
(12
|
)
|
|
(36,227
|
)
|
|
(28,800
|
)
|
|
—
|
|
|
(65,039
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Purchase of shares for treasury
|
(15,796
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,796
|
)
|
|||||
Proceeds from long-term debt
|
200,656
|
|
|
—
|
|
|
10,441
|
|
|
—
|
|
|
211,097
|
|
|||||
Payments of long-term debt
|
(128,365
|
)
|
|
(1,613
|
)
|
|
(22,500
|
)
|
|
—
|
|
|
(152,478
|
)
|
|||||
Change in short-term borrowings
|
—
|
|
|
—
|
|
|
(940
|
)
|
|
—
|
|
|
(940
|
)
|
|||||
Share premium payment on settled debt
|
(24,997
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,997
|
)
|
|||||
Financing costs
|
(363
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(363
|
)
|
|||||
Purchase of ESOP shares
|
(10,908
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,908
|
)
|
|||||
Dividends paid
|
(7,766
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,766
|
)
|
|||||
Other, net
|
21,102
|
|
|
(18,488
|
)
|
|
(2,726
|
)
|
|
—
|
|
|
(112
|
)
|
|||||
Net cash provided by (used in) financing activities
|
33,563
|
|
|
(20,101
|
)
|
|
(15,725
|
)
|
|
—
|
|
|
(2,263
|
)
|
|||||
CASH FLOWS FROM DISCONTINUED OPERATIONS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net cash used in discontinued operations
|
—
|
|
|
—
|
|
|
(1,216
|
)
|
|
—
|
|
|
(1,216
|
)
|
|||||
Effect of exchange rate changes on cash and equivalents
|
—
|
|
|
—
|
|
|
(72
|
)
|
|
—
|
|
|
(72
|
)
|
|||||
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS
|
14,714
|
|
|
(16,142
|
)
|
|
(1,677
|
)
|
|
—
|
|
|
(3,105
|
)
|
|||||
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD
|
6,517
|
|
|
27,692
|
|
|
38,344
|
|
|
—
|
|
|
72,553
|
|
|||||
CASH AND EQUIVALENTS AT END OF PERIOD
|
$
|
21,231
|
|
|
$
|
11,550
|
|
|
$
|
36,667
|
|
|
$
|
—
|
|
|
$
|
69,448
|
|
|
Parent Company
|
|
Guarantor Companies
|
|
Non-Guarantor Companies
|
|
Elimination
|
|
Consolidation
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income (loss)
|
$
|
24,479
|
|
|
$
|
51,631
|
|
|
$
|
53,381
|
|
|
$
|
(105,012
|
)
|
|
$
|
24,479
|
|
Net cash provided by (used in) operating activities:
|
(13,428
|
)
|
|
54,730
|
|
|
18,445
|
|
|
—
|
|
|
59,747
|
|
|||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Acquisition of property, plant and equipment
|
(221
|
)
|
|
(51,494
|
)
|
|
(11,532
|
)
|
|
—
|
|
|
(63,247
|
)
|
|||||
Acquired businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
(1,744
|
)
|
|
—
|
|
|
(1,744
|
)
|
|||||
Investment in unconsolidated joint venture
|
—
|
|
|
(2,726
|
)
|
|
—
|
|
|
—
|
|
|
(2,726
|
)
|
|||||
Investment sales
|
715
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
715
|
|
|||||
Proceeds from sale of assets
|
—
|
|
|
757
|
|
|
157
|
|
|
—
|
|
|
914
|
|
|||||
Net cash provided by (used in) investing activities
|
494
|
|
|
(53,463
|
)
|
|
(13,119
|
)
|
|
—
|
|
|
(66,088
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Purchase of shares for treasury
|
(50,771
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50,771
|
)
|
|||||
Proceeds from long-term debt
|
238,450
|
|
|
2,336
|
|
|
22,463
|
|
|
—
|
|
|
263,249
|
|
|||||
Payments of long-term debt
|
(143,785
|
)
|
|
(1,599
|
)
|
|
(32,589
|
)
|
|
—
|
|
|
(177,973
|
)
|
|||||
Change in short-term borrowings
|
—
|
|
|
—
|
|
|
(45
|
)
|
|
—
|
|
|
(45
|
)
|
|||||
Financing costs
|
(4,028
|
)
|
|
—
|
|
|
(107
|
)
|
|
—
|
|
|
(4,135
|
)
|
|||||
Dividends paid
|
(6,686
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,686
|
)
|
|||||
Other, net
|
13
|
|
|
(3,984
|
)
|
|
3,984
|
|
|
—
|
|
|
13
|
|
|||||
Net cash provided by (used in) financing activities
|
33,193
|
|
|
(3,247
|
)
|
|
(6,294
|
)
|
|
—
|
|
|
23,652
|
|
|||||
CASH FLOWS FROM DISCONTINUED OPERATIONS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net cash used in discontinued operations
|
—
|
|
|
—
|
|
|
(1,152
|
)
|
|
—
|
|
|
(1,152
|
)
|
|||||
Effect of exchange rate changes on cash and equivalents
|
—
|
|
|
—
|
|
|
456
|
|
|
—
|
|
|
456
|
|
|||||
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS
|
20,259
|
|
|
(1,980
|
)
|
|
(1,664
|
)
|
|
—
|
|
|
16,615
|
|
|||||
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD
|
2,440
|
|
|
10,671
|
|
|
38,890
|
|
|
—
|
|
|
52,001
|
|
|||||
CASH AND EQUIVALENTS AT END OF PERIOD
|
$
|
22,699
|
|
|
$
|
8,691
|
|
|
$
|
37,226
|
|
|
$
|
—
|
|
|
$
|
68,616
|
|
•
|
Home & Building Products ("HBP") consists of two companies, The AMES Companies, Inc. (“AMES”) and Clopay Building Products Company, Inc. (“CBP”):
|
-
|
AMES, founded in 1774, is the leading US manufacturer and a global provider of long-handled tools and landscaping products for homeowners and professionals.
|
-
|
CBP, 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.
|
•
|
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.
|
•
|
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.
|
|
For the Three Months Ended June 30,
|
|
For the Nine Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income
|
$
|
9,553
|
|
|
$
|
7,596
|
|
|
$
|
26,862
|
|
|
$
|
24,479
|
|
Adjusting items, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Restructuring charges
|
—
|
|
|
4,223
|
|
|
—
|
|
|
4,223
|
|
||||
Discrete and certain other tax benefits
|
(2,193
|
)
|
|
(775
|
)
|
|
(5,122
|
)
|
|
(3,324
|
)
|
||||
Adjusted net income
|
$
|
7,360
|
|
|
$
|
11,044
|
|
|
$
|
21,740
|
|
|
$
|
25,378
|
|
Diluted income per common share
|
$
|
0.22
|
|
|
$
|
0.18
|
|
|
$
|
0.63
|
|
|
$
|
0.55
|
|
Adjusting items, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|||||
Restructuring charges
|
—
|
|
|
0.10
|
|
|
—
|
|
|
0.10
|
|
||||
Discrete and certain other tax benefits
|
(0.05
|
)
|
|
(0.02
|
)
|
|
(0.12
|
)
|
|
(0.08
|
)
|
||||
Adjusted earnings per common share
|
$
|
0.17
|
|
|
$
|
0.26
|
|
|
$
|
0.51
|
|
|
$
|
0.57
|
|
Weighted-average shares outstanding (in thousands)
|
43,255
|
|
|
43,280
|
|
|
42,934
|
|
|
44,243
|
|
|
For the Three Months Ended June 30,
|
|
For the Nine Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Segment operating profit:
|
|
|
|
|
|
|
|
||||||||
Home & Building Products
|
$
|
23,708
|
|
|
$
|
23,201
|
|
|
$
|
64,661
|
|
|
$
|
62,170
|
|
Telephonics
|
4,114
|
|
|
9,471
|
|
|
18,521
|
|
|
25,159
|
|
||||
PPC
|
6,325
|
|
|
1,672
|
|
|
19,628
|
|
|
13,569
|
|
||||
Total segment operating profit
|
34,147
|
|
|
34,344
|
|
|
102,810
|
|
|
100,898
|
|
||||
Net interest expense
|
(12,712
|
)
|
|
(12,960
|
)
|
|
(38,701
|
)
|
|
(37,320
|
)
|
||||
Unallocated amounts
|
(9,865
|
)
|
|
(9,625
|
)
|
|
(29,324
|
)
|
|
(28,632
|
)
|
||||
Income before taxes
|
$
|
11,570
|
|
|
$
|
11,759
|
|
|
$
|
34,785
|
|
|
$
|
34,946
|
|
|
For the Three Months Ended June 30,
|
|
For the Nine Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Segment adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Home & Building Products
|
$
|
33,134
|
|
|
$
|
32,082
|
|
|
$
|
92,506
|
|
|
$
|
88,249
|
|
Telephonics
|
6,784
|
|
|
12,125
|
|
|
26,679
|
|
|
32,913
|
|
||||
PPC
|
13,311
|
|
|
13,588
|
|
|
39,652
|
|
|
37,154
|
|
||||
Total Segment adjusted EBITDA
|
53,229
|
|
|
57,795
|
|
|
158,837
|
|
|
158,316
|
|
||||
Net interest expense
|
(12,712
|
)
|
|
(12,960
|
)
|
|
(38,701
|
)
|
|
(37,320
|
)
|
||||
Segment depreciation and amortization
|
(19,082
|
)
|
|
(17,551
|
)
|
|
(56,027
|
)
|
|
(51,518
|
)
|
||||
Unallocated amounts
|
(9,865
|
)
|
|
(9,625
|
)
|
|
(29,324
|
)
|
|
(28,632
|
)
|
||||
Restructuring charges
|
—
|
|
|
(5,900
|
)
|
|
—
|
|
|
(5,900
|
)
|
||||
Income before taxes
|
$
|
11,570
|
|
|
$
|
11,759
|
|
|
$
|
34,785
|
|
|
$
|
34,946
|
|
|
For the Three Months Ended June 30,
|
|
For the Nine Months Ended June 30,
|
||||||||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
AMES
|
$
|
136,132
|
|
|
|
|
|
$
|
122,198
|
|
|
|
|
|
$
|
419,763
|
|
|
|
|
|
$
|
406,335
|
|
|
|
|
CBP
|
140,349
|
|
|
|
|
|
133,362
|
|
|
|
|
|
406,437
|
|
|
|
|
|
389,657
|
|
|
|
|
||||
Home & Building Products
|
$
|
276,481
|
|
|
|
|
|
$
|
255,560
|
|
|
|
|
|
$
|
826,200
|
|
|
|
|
|
$
|
795,992
|
|
|
|
|
Segment operating profit
|
$
|
23,708
|
|
|
8.6
|
%
|
|
$
|
23,201
|
|
|
9.1
|
%
|
|
$
|
64,661
|
|
|
7.8
|
%
|
|
$
|
62,170
|
|
|
7.8
|
%
|
Depreciation and amortization
|
9,426
|
|
|
|
|
|
8,881
|
|
|
|
|
|
27,845
|
|
|
|
|
|
26,079
|
|
|
|
|
||||
Segment adjusted EBITDA
|
$
|
33,134
|
|
|
12.0
|
%
|
|
$
|
32,082
|
|
|
12.6
|
%
|
|
$
|
92,506
|
|
|
11.2
|
%
|
|
$
|
88,249
|
|
|
11.1
|
%
|
|
For the Three Months Ended June 30,
|
|
For the Nine Months Ended June 30,
|
|||||||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|||||||||||||||||||
Revenue
|
$
|
81,633
|
|
|
|
|
|
$
|
91,767
|
|
|
|
|
|
$
|
267,998
|
|
|
|
|
|
$
|
306,678
|
|
|
|
Segment operating profit
|
$
|
4,114
|
|
|
5.0
|
%
|
|
$
|
9,471
|
|
|
10.3
|
%
|
|
$
|
18,521
|
|
|
6.9
|
%
|
|
$
|
25,159
|
|
|
8.2%
|
Depreciation and amortization
|
2,670
|
|
|
|
|
|
2,654
|
|
|
|
|
|
8,158
|
|
|
|
|
|
7,754
|
|
|
|
||||
Segment adjusted EBITDA
|
$
|
6,784
|
|
|
8.3
|
%
|
|
$
|
12,125
|
|
|
13.2
|
%
|
|
$
|
26,679
|
|
|
10.0
|
%
|
|
$
|
32,913
|
|
|
10.7%
|
|
For the Three Months Ended June 30,
|
|
For the Nine Months Ended June 30,
|
||||||||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||||||||||
Revenue
|
$
|
115,206
|
|
|
|
|
|
$
|
114,873
|
|
|
|
|
|
$
|
341,986
|
|
|
|
|
|
$
|
353,786
|
|
|
|
|
Segment operating profit
|
$
|
6,325
|
|
|
5.5
|
%
|
|
$
|
1,672
|
|
|
1.5
|
%
|
|
$
|
19,628
|
|
|
5.7
|
%
|
|
$
|
13,569
|
|
|
3.8
|
%
|
Depreciation and amortization
|
6,986
|
|
|
|
|
|
6,016
|
|
|
|
|
|
20,024
|
|
|
|
|
|
17,685
|
|
|
|
|
||||
Restructuring charges
|
—
|
|
|
|
|
|
5,900
|
|
|
|
|
|
—
|
|
|
|
|
|
5,900
|
|
|
|
|
||||
Segment adjusted EBITDA
|
$
|
13,311
|
|
|
11.6
|
%
|
|
$
|
13,588
|
|
|
11.8
|
%
|
|
$
|
39,652
|
|
|
11.6
|
%
|
|
$
|
37,154
|
|
|
10.5
|
%
|
•
|
The United States Government and its agencies, through either prime or subcontractor relationships, represented 13% of Griffon’s consolidated revenue and 68% of Telephonics’ revenue.
|
•
|
Procter & Gamble Co. represented 12% of Griffon’s consolidated revenue and 49% of PPC revenue.
|
•
|
The Home Depot represented 13% of Griffon’s consolidated revenue and 23% of HBP’s revenue.
|
Cash and Equivalents and Debt
|
June 30,
|
|
September 30,
|
||||
(in thousands)
|
2017
|
|
2016
|
||||
Cash and equivalents
|
$
|
69,448
|
|
|
$
|
72,553
|
|
Notes payables and current portion of long-term debt
|
16,656
|
|
|
22,644
|
|
||
Long-term debt, net of current maturities
|
980,720
|
|
|
913,914
|
|
||
Debt discount and issuance costs
|
13,077
|
|
|
16,298
|
|
||
Total debt
|
1,010,453
|
|
|
952,856
|
|
||
Debt, net of cash and equivalents
|
$
|
941,005
|
|
|
$
|
880,303
|
|
Period
|
(a) Total Number
of Shares (or
Units) Purchased
|
|
|
(b) Average Price
Paid Per Share (or
Unit)
|
|
(c) Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Plans or Programs
(1)
|
|
(d) Maximum Number (or
Approximate Dollar
Value) of Shares (or Units)
That May Yet Be
Purchased Under the
Plans or Programs
(1)
|
||||||
April 1 - 30, 2017
|
—
|
|
|
|
$
|
—
|
|
|
—
|
|
|
|
|
|
May 1 - 31, 2017
|
1,076
|
|
(2)
|
|
—
|
|
|
—
|
|
|
|
|
||
June 1 - 30, 2017
|
515
|
|
(2)
|
|
—
|
|
|
—
|
|
|
|
|
||
Total
|
1,591
|
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
49,437
|
|
1.
|
On each of 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 June 30, 2017, an aggregate of $49,437 remained available for the purchase of Griffon common stock under the August 3, 2016 Board authorization.
|
2.
|
Shares acquired by the Company from holders of restricted stock upon vesting of the restricted stock, to satisfy tax-withholding obligations of the holders.
|
|
GRIFFON CORPORATION
|
|
|
|
|
|
/s/ Brian G. Harris
|
|
|
Brian G. Harris
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
/s/ W. Christopher Durborow
|
|
|
W. Christopher Durborow
|
|
|
Vice President, Controller and Chief Accounting Officer
|
|
|
(Principal Accounting Officer)
|
|
Period
|
Consolidated Leverage Ratio
|
Third Restatement Effective Date through March 31, 2018
|
5.50:1.00
|
April 1, 2018 through March 31, 2019
|
5.25:1.00
|
April 1, 2019 and thereafter
|
5.00:1.00
|
GRIFFON CORPORATION
|
||
By:
|
/s/ Thomas D. Gibbons
|
|
|
Name:
|
Thomas D. Gibbons
|
|
Title:
|
VP & Treasurer
|
|
|
|
JPMORGAN CHASE BANK, N.A., as Administrative Agent and a Lender
|
||
By:
|
/s/ Joon Hur
|
|
|
Name:
|
Joon Hur
|
|
Title:
|
Vice President
|
BANK OF AMERICA, N.A.,
as a Lender |
||
By:
|
/s/ John Falke
|
|
|
Name:
|
John Falke
|
|
Title:
|
SVP
|
BMO Harris Bank N.A., as a Lender
|
||
By:
|
/s/ Joan Murphy
|
|
|
Name:
|
Joan Murphy
|
|
Title:
|
Director
|
Capital One, National Association
as a Lender |
||
By:
|
/s/ Jed Pomerantz
|
|
|
Name:
|
Jed Pomerantz
|
|
Title:
|
Senior Vice President
|
CITIZENS BANK,
N.A. as a Lender |
||
By:
|
/s/ Brett E. Thompson
|
|
|
Name:
|
Brett E. Thompson
|
|
Title:
|
Senior Vice President
|
Deutsche Bank AG New York Branch,
as a Lender |
||
By:
|
/s/ Dusan Lazarov
|
|
|
Name:
|
Dusan Lazarov
|
|
Title:
|
Director
|
|
|
|
|
|
|
By:
|
/s/ Peter Cucchiara
|
|
|
Name:
|
Peter Cucchiara
|
|
Title:
|
Vice President
|
KeyBank National Association,
as a Lender |
||
By:
|
/s/ David W. Lewing
|
|
|
Name:
|
David W. Lewing
|
|
Title:
|
SVP/CSL
|
Manufacturers and Traders Trust Company,
as a Lender |
||
By:
|
/s/ William Terraglio
|
|
|
Name:
|
William Terraglio
|
|
Title:
|
Vice President
|
Wells Fargo Bank, NA as a Lender
|
||
By:
|
/s/ Stephanie Allegra
|
|
|
Name:
|
Stephanie Allegra
|
|
Title:
|
Senior Vice President
|
GRIFFON CORPORATION
|
||
By:
|
/s/ Thomas D. Gibbons
|
|
|
Name:
|
Thomas D. Gibbons
|
|
Title:
|
Treasurer
|
|
|
|
THE AMES COMPANIES, INC. (F/K/A AMES TRUE
TEMPER, INC.)
|
||
By:
|
/s/ Thomas D. Gibbons
|
|
|
Name:
|
Thomas D. Gibbons
|
|
Title:
|
Treasurer
|
|
|
|
CLOPAY BUILDING PRODUCTS COMPANY, INC.
|
||
By:
|
/s/ Thomas D. Gibbons
|
|
|
Name:
|
Thomas D. Gibbons
|
|
Title:
|
Treasurer
|
|
|
|
CLOPAY PLASTIC PRODUCTS COMPANY, INC.
|
||
By:
|
/s/ Thomas D. Gibbons
|
|
|
Name:
|
Thomas D. Gibbons
|
|
Title:
|
Treasurer
|
|
|
|
TELEPHONICS CORPORATION
|
||
By:
|
/s/ Thomas D. Gibbons
|
|
|
Name:
|
Thomas D. Gibbons
|
|
Title:
|
Treasurer
|
ATT SOUTHERN, INC.
|
||
By:
|
/s/ Thomas D. Gibbons
|
|
|
Name:
|
Thomas D. Gibbons
|
|
Title:
|
Treasurer
|
|
|
|
CLOPAY AMES TRUE TEMPER HOLDING CORP.
|
||
By:
|
/s/ Thomas D. Gibbons
|
|
|
Name:
|
Thomas D. Gibbons
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Title:
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Treasurer
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JPMORGAN CHASE BANK, N.A., as Administrative Agent
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By:
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/s/ Joon Hur
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Name:
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Joon Hur
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Title:
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Vice President
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1.
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I have reviewed this quarterly report on Form 10-Q of Griffon Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Ronald J. Kramer
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Ronald J. Kramer
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Chief Executive Officer
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(Principal Executive Officer)
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1.
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I have reviewed this quarterly report on Form 10-Q of Griffon Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Brian G. Harris
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Brian G. Harris
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Senior Vice President and Chief Financial Officer
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(Principal Financial Officer)
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/s/ Ronald J. Kramer
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Name: Ronald J. Kramer
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Date: August 2, 2017
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/s/ Brian G. Harris
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Name: Brian G. Harris
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Date: August 2, 2017
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