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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Griffon Corporation | NYSE:GFF | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.86 | 1.28% | 68.27 | 68.51 | 67.33 | 67.67 | 243,642 | 01:00:00 |
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
|
11-1893410
|
(State or other jurisdiction of
|
|
|
(I.R.S. Employer
|
incorporation or organization)
|
|
|
Identification No.)
|
|
|
|
|
712 Fifth Ave, 18th Floor
|
New York
|
New York
|
10019
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Common Stock, $0.25 par value
|
|
GFF
|
|
New York Stock Exchange
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited)
|
|
|
||||
|
March 31,
2020 |
|
September 30,
2019 |
||||
CURRENT ASSETS
|
|
|
|
||||
Cash and equivalents
|
$
|
69,024
|
|
|
$
|
72,377
|
|
Accounts receivable, net of allowances of $12,681 and $7,881
|
335,033
|
|
|
264,450
|
|
||
Contract costs and recognized income not yet billed, net of progress payments of $22,294 and $13,861
|
94,495
|
|
|
105,111
|
|
||
Inventories
|
462,119
|
|
|
442,121
|
|
||
Prepaid and other current assets
|
42,723
|
|
|
40,799
|
|
||
Assets of discontinued operations
|
321
|
|
|
321
|
|
||
Total Current Assets
|
1,003,715
|
|
|
925,179
|
|
||
PROPERTY, PLANT AND EQUIPMENT, net
|
335,820
|
|
|
337,326
|
|
||
OPERATING LEASE RIGHT-OF-USE ASSETS
|
156,258
|
|
|
—
|
|
||
GOODWILL
|
436,782
|
|
|
437,067
|
|
||
INTANGIBLE ASSETS, net
|
353,743
|
|
|
356,639
|
|
||
OTHER ASSETS
|
29,556
|
|
|
15,840
|
|
||
ASSETS OF DISCONTINUED OPERATIONS
|
2,873
|
|
|
2,888
|
|
||
Total Assets
|
$
|
2,318,747
|
|
|
$
|
2,074,939
|
|
|
|
|
|
|
|
||
CURRENT LIABILITIES
|
|
|
|
|
|
||
Notes payable and current portion of long-term debt
|
$
|
9,470
|
|
|
$
|
10,525
|
|
Accounts payable
|
228,674
|
|
|
250,576
|
|
||
Accrued liabilities
|
118,479
|
|
|
124,665
|
|
||
Current portion of operating lease liabilities
|
28,047
|
|
|
—
|
|
||
Liabilities of discontinued operations
|
2,450
|
|
|
4,333
|
|
||
Total Current Liabilities
|
387,120
|
|
|
390,099
|
|
||
LONG-TERM DEBT, net
|
1,216,226
|
|
|
1,093,749
|
|
||
LONG-TERM OPERATING LEASE LIABILITIES
|
133,498
|
|
|
—
|
|
||
OTHER LIABILITIES
|
102,295
|
|
|
109,997
|
|
||
LIABILITIES OF DISCONTINUED OPERATIONS
|
3,154
|
|
|
3,331
|
|
||
Total Liabilities
|
1,842,293
|
|
|
1,597,176
|
|
||
COMMITMENTS AND CONTINGENCIES - See Note 21
|
|
|
|
|
|
||
SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
||
Total Shareholders’ Equity
|
476,454
|
|
|
477,763
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
2,318,747
|
|
|
$
|
2,074,939
|
|
|
COMMON STOCK
|
|
CAPITAL IN
EXCESS OF
PAR VALUE
|
|
RETAINED
EARNINGS
|
|
TREASURY SHARES
|
|
ACCUMULATED
OTHER
COMPREHENSIVE
INCOME (LOSS)
|
|
DEFERRED
COMPENSATION
|
|
|
||||||||||||||||||||
(in thousands)
|
SHARES
|
|
PAR VALUE
|
|
|
|
SHARES
|
|
COST
|
|
|
|
TOTAL
|
||||||||||||||||||||
Balance at September 30, 2019
|
82,775
|
|
|
$
|
20,694
|
|
|
$
|
519,017
|
|
|
$
|
568,516
|
|
|
35,969
|
|
|
$
|
(536,308
|
)
|
|
$
|
(65,916
|
)
|
|
$
|
(28,240
|
)
|
|
$
|
477,763
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
10,612
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,612
|
|
|||||||
Dividend
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,392
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,392
|
)
|
|||||||
Shares withheld on employee taxes on vested equity awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80
|
|
|
(1,758
|
)
|
|
—
|
|
|
—
|
|
|
(1,758
|
)
|
|||||||
Amortization of deferred compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
629
|
|
|
629
|
|
|||||||
Equity awards granted, net
|
182
|
|
|
45
|
|
|
(45
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
ESOP allocation of common stock
|
—
|
|
|
—
|
|
|
609
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
609
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
3,150
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,150
|
|
|||||||
Stock-based consideration
|
—
|
|
|
—
|
|
|
239
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
239
|
|
|||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,841
|
|
|
—
|
|
|
6,841
|
|
|||||||
Balance at December 31, 2019
|
82,957
|
|
|
$
|
20,739
|
|
|
$
|
522,970
|
|
|
$
|
575,736
|
|
|
36,049
|
|
|
$
|
(538,066
|
)
|
|
$
|
(59,075
|
)
|
|
$
|
(27,611
|
)
|
|
$
|
494,693
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
895
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
895
|
|
|||||||
Dividend
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,422
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,422
|
)
|
|||||||
Shares withheld on employee taxes on vested equity awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
261
|
|
|
(5,721
|
)
|
|
—
|
|
|
—
|
|
|
(5,721
|
)
|
|||||||
Amortization of deferred compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
629
|
|
|
629
|
|
|||||||
Equity awards granted, net
|
784
|
|
|
196
|
|
|
(196
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
ESOP allocation of common stock
|
—
|
|
|
—
|
|
|
435
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
435
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
3,662
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,662
|
|
|||||||
Stock-based consideration
|
—
|
|
|
—
|
|
|
117
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
117
|
|
|||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,834
|
)
|
|
—
|
|
|
(14,834
|
)
|
|||||||
Balance at March 31, 2020
|
83,741
|
|
|
$
|
20,935
|
|
|
$
|
526,988
|
|
|
$
|
573,209
|
|
|
36,310
|
|
|
$
|
(543,787
|
)
|
|
$
|
(73,909
|
)
|
|
$
|
(26,982
|
)
|
|
$
|
476,454
|
|
|
COMMON STOCK
|
|
CAPITAL IN
EXCESS OF
PAR VALUE
|
|
RETAINED
EARNINGS
|
|
TREASURY SHARES
|
|
ACCUMULATED
OTHER
COMPREHENSIVE
INCOME (LOSS)
|
|
DEFERRED
COMPENSATION
|
|
|
||||||||||||||||||||
(in thousands)
|
SHARES
|
|
PAR VALUE
|
|
|
|
SHARES
|
|
COST
|
|
|
|
TOTAL
|
||||||||||||||||||||
Balance at September 30, 2018
|
81,520
|
|
|
$
|
20,380
|
|
|
$
|
503,396
|
|
|
$
|
550,523
|
|
|
35,846
|
|
|
$
|
(534,830
|
)
|
|
$
|
(34,112
|
)
|
|
$
|
(30,966
|
)
|
|
$
|
474,391
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
8,753
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,753
|
|
|||||||
Cumulative catch-up adjustment related to adoption of ASC 606(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,673
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,673
|
)
|
|||||||
Dividend
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,143
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,143
|
)
|
|||||||
Shares withheld on employee taxes on vested equity awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
83
|
|
|
(1,058
|
)
|
|
—
|
|
|
—
|
|
|
(1,058
|
)
|
|||||||
Amortization of deferred compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
856
|
|
|
856
|
|
|||||||
Common stock acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
(290
|
)
|
|
—
|
|
|
—
|
|
|
(290
|
)
|
|||||||
Equity awards granted, net
|
1,201
|
|
|
300
|
|
|
(300
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
ESOP allocation of common stock
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
2,933
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,933
|
|
|||||||
Stock-based consideration
|
—
|
|
|
—
|
|
|
250
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
250
|
|
|||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,450
|
)
|
|
—
|
|
|
(5,450
|
)
|
|||||||
Balance at December 31, 2018
|
82,721
|
|
|
$
|
20,680
|
|
|
$
|
506,271
|
|
|
$
|
550,460
|
|
|
35,958
|
|
|
$
|
(536,178
|
)
|
|
$
|
(39,562
|
)
|
|
$
|
(30,110
|
)
|
|
$
|
471,561
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,156
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,156
|
)
|
|||||||
Dividend
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,704
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,704
|
)
|
|||||||
Shares withheld on employee taxes on vested equity awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
(48
|
)
|
|
—
|
|
|
—
|
|
|
(48
|
)
|
|||||||
Amortization of deferred compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
507
|
|
|
507
|
|
|||||||
Common stock acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
(82
|
)
|
|
—
|
|
|
—
|
|
|
(82
|
)
|
|||||||
Equity awards granted, net
|
48
|
|
|
12
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
ESOP allocation of common stock
|
—
|
|
|
—
|
|
|
601
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
601
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
3,422
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,422
|
|
|||||||
Stock-based consideration
|
—
|
|
|
—
|
|
|
303
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
303
|
|
|||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,880
|
|
|
—
|
|
|
2,880
|
|
|||||||
Balance at March 31, 2019
|
82,769
|
|
|
$
|
20,692
|
|
|
$
|
510,585
|
|
|
$
|
545,600
|
|
|
35,969
|
|
|
$
|
(536,308
|
)
|
|
$
|
(36,682
|
)
|
|
$
|
(29,603
|
)
|
|
$
|
474,284
|
|
|
Three Months Ended March 31,
|
|
Six Months Ended March 31,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Revenue
|
$
|
566,350
|
|
|
$
|
549,633
|
|
|
$
|
1,114,788
|
|
|
$
|
1,060,155
|
|
Cost of goods and services
|
414,318
|
|
|
412,129
|
|
|
812,835
|
|
|
779,605
|
|
||||
Gross profit
|
152,032
|
|
|
137,504
|
|
|
301,953
|
|
|
280,550
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling, general and administrative expenses
|
126,467
|
|
|
111,783
|
|
|
244,265
|
|
|
225,537
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income from operations
|
25,565
|
|
|
25,721
|
|
|
57,688
|
|
|
55,013
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense
|
(16,871
|
)
|
|
(17,517
|
)
|
|
(33,082
|
)
|
|
(34,046
|
)
|
||||
Interest income
|
310
|
|
|
212
|
|
|
571
|
|
|
410
|
|
||||
Loss from debt extinguishment, net
|
(6,690
|
)
|
|
—
|
|
|
(6,690
|
)
|
|
—
|
|
||||
Other, net
|
615
|
|
|
1,268
|
|
|
1,393
|
|
|
2,272
|
|
||||
Total other expense, net
|
(22,636
|
)
|
|
(16,037
|
)
|
|
(37,808
|
)
|
|
(31,364
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income before taxes from continuing operations
|
2,929
|
|
|
9,684
|
|
|
19,880
|
|
|
23,649
|
|
||||
Provision from income taxes
|
2,034
|
|
|
3,194
|
|
|
8,373
|
|
|
8,406
|
|
||||
Income from continuing operations
|
$
|
895
|
|
|
$
|
6,490
|
|
|
$
|
11,507
|
|
|
$
|
15,243
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss from operations of discontinued operations
|
—
|
|
|
(11,000
|
)
|
|
—
|
|
|
(11,000
|
)
|
||||
Benefit for income taxes
|
—
|
|
|
(3,354
|
)
|
|
—
|
|
|
(3,354
|
)
|
||||
Loss from discontinued operations
|
—
|
|
|
(7,646
|
)
|
|
—
|
|
|
(7,646
|
)
|
||||
Net income (loss)
|
$
|
895
|
|
|
$
|
(1,156
|
)
|
|
$
|
11,507
|
|
|
$
|
7,597
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
0.02
|
|
|
$
|
0.16
|
|
|
$
|
0.28
|
|
|
$
|
0.37
|
|
Income (loss) from discontinued operations
|
—
|
|
|
(0.19
|
)
|
|
—
|
|
|
(0.19
|
)
|
||||
Basic earnings per common share
|
$
|
0.02
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.28
|
|
|
$
|
0.19
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic weighted-average shares outstanding
|
41,565
|
|
|
40,949
|
|
|
41,369
|
|
|
40,849
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
0.02
|
|
|
$
|
0.15
|
|
|
$
|
0.26
|
|
|
$
|
0.36
|
|
Income (loss) from discontinued operations
|
—
|
|
|
(0.18
|
)
|
|
—
|
|
|
(0.18
|
)
|
||||
Diluted earnings per common share
|
$
|
0.02
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.26
|
|
|
$
|
0.18
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Diluted weighted-average shares outstanding
|
43,734
|
|
|
42,832
|
|
|
43,826
|
|
|
42,376
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||
Dividends paid per common share
|
$
|
0.0750
|
|
|
$
|
0.0725
|
|
|
$
|
0.1500
|
|
|
$
|
0.1450
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
895
|
|
|
$
|
(1,156
|
)
|
|
$
|
11,507
|
|
|
$
|
7,597
|
|
Other comprehensive income (loss), net of taxes:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustments
|
(16,471
|
)
|
|
2,885
|
|
|
(10,001
|
)
|
|
(2,851
|
)
|
||||
Pension and other post retirement plans
|
669
|
|
|
184
|
|
|
1,341
|
|
|
368
|
|
||||
Change in cash flow hedges
|
968
|
|
|
(189
|
)
|
|
667
|
|
|
(87
|
)
|
||||
Total other comprehensive income (loss), net of taxes
|
(14,834
|
)
|
|
2,880
|
|
|
(7,993
|
)
|
|
(2,570
|
)
|
||||
Comprehensive income (loss), net
|
$
|
(13,939
|
)
|
|
$
|
1,724
|
|
|
$
|
3,514
|
|
|
$
|
5,027
|
|
|
Six Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||
Net income
|
$
|
11,507
|
|
|
$
|
7,597
|
|
Net loss from discontinued operations
|
—
|
|
|
7,646
|
|
||
Adjustments to reconcile net income to net cash used in operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
31,544
|
|
|
30,577
|
|
||
Stock-based compensation
|
8,302
|
|
|
7,500
|
|
||
Asset impairment charges - restructuring
|
4,388
|
|
|
—
|
|
||
Provision for losses on accounts receivable
|
596
|
|
|
316
|
|
||
Amortization of debt discounts and issuance costs
|
2,267
|
|
|
2,841
|
|
||
Loss from debt extinguishment, net
|
6,690
|
|
|
—
|
|
||
Deferred income taxes
|
408
|
|
|
(865
|
)
|
||
Gain on sale of assets and investments
|
(274
|
)
|
|
(137
|
)
|
||
Non-cash lease expense
|
18,739
|
|
|
—
|
|
||
Change in assets and liabilities, net of assets and liabilities acquired:
|
|
|
|
|
|
||
Increase in accounts receivable and contract costs and recognized income not yet billed
|
(61,815
|
)
|
|
(47,669
|
)
|
||
Increase in inventories
|
(20,958
|
)
|
|
(37,852
|
)
|
||
(Increase) decrease in prepaid and other assets
|
(6,005
|
)
|
|
2,323
|
|
||
Decrease in accounts payable, accrued liabilities, income taxes payable and operating lease liabilities
|
(56,792
|
)
|
|
(28,945
|
)
|
||
Other changes, net
|
560
|
|
|
1,662
|
|
||
Net cash used in operating activities
|
(60,843
|
)
|
|
(55,006
|
)
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||
Acquisition of property, plant and equipment
|
(22,519
|
)
|
|
(17,418
|
)
|
||
Acquired businesses, net of cash acquired
|
(10,531
|
)
|
|
(9,219
|
)
|
||
Insurance payments
|
—
|
|
|
(10,604
|
)
|
||
Proceeds from sale of assets
|
290
|
|
|
62
|
|
||
Investment purchase
|
—
|
|
|
(149
|
)
|
||
Net cash used in investing activities
|
(32,760
|
)
|
|
(37,328
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||
Dividends paid
|
(7,349
|
)
|
|
(6,847
|
)
|
||
Purchase of shares for treasury
|
(7,479
|
)
|
|
(1,478
|
)
|
||
Proceeds from long-term debt
|
1,061,343
|
|
|
143,101
|
|
||
Payments of long-term debt
|
(939,071
|
)
|
|
(48,169
|
)
|
||
Financing costs
|
(13,176
|
)
|
|
(945
|
)
|
||
Contingent consideration for acquired businesses
|
—
|
|
|
(1,686
|
)
|
||
Other, net
|
83
|
|
|
83
|
|
||
Net cash provided by financing activities
|
94,351
|
|
|
84,059
|
|
|
Six Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
CASH FLOWS FROM DISCONTINUED OPERATIONS:
|
|
|
|
|
|
||
Net cash used in operating activities
|
(1,994
|
)
|
|
(3,438
|
)
|
||
Net cash used in investing activities
|
—
|
|
|
—
|
|
||
Net cash used in financing activities
|
—
|
|
|
—
|
|
||
|
|
|
|
||||
Net cash used in discontinued operations
|
(1,994
|
)
|
|
(3,438
|
)
|
||
Effect of exchange rate changes on cash and equivalents
|
(2,107
|
)
|
|
(66
|
)
|
||
NET DECREASE IN CASH AND EQUIVALENTS
|
(3,353
|
)
|
|
(11,779
|
)
|
||
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD
|
72,377
|
|
|
69,758
|
|
||
CASH AND EQUIVALENTS AT END OF PERIOD
|
$
|
69,024
|
|
|
$
|
57,979
|
|
•
|
Consumer and Professional Products ("CPP") conducts its operations through The AMES Companies, Inc. ("AMES"). Founded in 1774, AMES is the leading North American manufacturer and a global provider of branded consumer and professional tools and products for home storage and organization, landscaping, and enhancing outdoor lifestyles. CPP sells products globally through a portfolio of leading brands including True Temper, AMES, and ClosetMaid.
|
•
|
Home and Building Products ("HBP") conducts its operations through Clopay Corporation ("Clopay"). Founded in 1964, Clopay is the largest manufacturer and marketer of garage doors and rolling steel doors in North America. Residential and commercial sectional garage doors are sold through professional dealers and leading home center retail chains throughout North America under the brands Clopay, Ideal, and Holmes. Rolling steel door and grille products designed for commercial, industrial, institutional, and retail use are sold under the CornellCookson brand.
|
•
|
Defense Electronics ("DE") conducts its operations through Telephonics Corporation ("Telephonics"), founded in 1933, a globally recognized leading provider of highly sophisticated intelligence, surveillance and communications solutions for defense, aerospace and commercial customers.
|
•
|
Level 1 inputs are measured and recorded at fair value based upon quoted prices in active markets for identical assets.
|
•
|
Level 2 inputs include inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of assets or liabilities.
|
•
|
Level 3 inputs are unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
|
|
At March 31, 2020
|
|
At September 30, 2019
|
||||
Raw materials and supplies
|
$
|
122,576
|
|
|
$
|
121,791
|
|
Work in process
|
99,730
|
|
|
93,830
|
|
||
Finished goods
|
239,813
|
|
|
226,500
|
|
||
Total
|
$
|
462,119
|
|
|
$
|
442,121
|
|
|
At March 31, 2020
|
|
At September 30, 2019
|
||||
Land, building and building improvements
|
$
|
156,393
|
|
|
$
|
133,036
|
|
Machinery and equipment
|
577,573
|
|
|
580,698
|
|
||
Leasehold improvements
|
51,012
|
|
|
49,808
|
|
||
|
784,978
|
|
|
763,542
|
|
||
Accumulated depreciation and amortization
|
(449,158
|
)
|
|
(426,216
|
)
|
||
Total
|
$
|
335,820
|
|
|
$
|
337,326
|
|
|
At September 30, 2019
|
|
Goodwill from acquisitions
|
|
Other
adjustments including currency translations |
|
At March 31, 2020
|
||||||||
Consumer and Professional Products
|
$
|
227,269
|
|
|
$
|
3,125
|
|
|
$
|
(3,410
|
)
|
|
$
|
226,984
|
|
Home and Building Products
|
191,253
|
|
|
—
|
|
|
—
|
|
|
191,253
|
|
||||
Defense Electronics
|
18,545
|
|
|
—
|
|
|
—
|
|
|
18,545
|
|
||||
Total
|
$
|
437,067
|
|
|
$
|
3,125
|
|
|
$
|
(3,410
|
)
|
|
$
|
436,782
|
|
|
At March 31, 2020
|
|
|
|
At September 30, 2019
|
||||||||||||
|
Gross Carrying Amount
|
|
Accumulated
Amortization
|
|
Average
Life
(Years)
|
|
Gross Carrying Amount
|
|
Accumulated
Amortization
|
||||||||
Customer relationships & other
|
$
|
182,035
|
|
|
$
|
60,935
|
|
|
23
|
|
$
|
183,515
|
|
|
$
|
57,783
|
|
Technology and patents
|
19,076
|
|
|
7,715
|
|
|
13
|
|
19,167
|
|
|
7,329
|
|
||||
Total amortizable intangible assets
|
201,111
|
|
|
68,650
|
|
|
|
|
202,682
|
|
|
65,112
|
|
||||
Trademarks
|
221,282
|
|
|
—
|
|
|
|
|
219,069
|
|
|
—
|
|
||||
Total intangible assets
|
$
|
422,393
|
|
|
$
|
68,650
|
|
|
|
|
$
|
421,751
|
|
|
$
|
65,112
|
|
|
|
At March 31, 2020
|
|
At September 30, 2019
|
||||||||||||||||||||||||||||||||||
|
|
Outstanding Balance
|
|
Original Issuer Premium
|
|
Capitalized Fees & Expenses
|
|
Balance Sheet
|
|
Coupon Interest Rate
|
|
Outstanding Balance
|
|
Original Issuer Premium
|
|
Capitalized Fees & Expenses
|
|
Balance Sheet
|
|
Coupon Interest Rate
|
||||||||||||||||||
Senior notes due 2028
|
(a)
|
$
|
850,000
|
|
|
$
|
—
|
|
|
(12,854
|
)
|
|
$
|
837,146
|
|
|
5.75
|
%
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
|
Senior notes due 2022
|
(a)
|
150,000
|
|
|
104
|
|
|
(1,098
|
)
|
|
149,006
|
|
|
5.25
|
%
|
|
1,000,000
|
|
|
867
|
|
|
(9,175
|
)
|
|
991,692
|
|
|
5.25
|
%
|
||||||||
Revolver due 2025
|
(b)
|
183,548
|
|
|
—
|
|
|
(2,678
|
)
|
|
180,870
|
|
|
Variable
|
|
|
50,000
|
|
|
—
|
|
|
(1,243
|
)
|
|
48,757
|
|
|
Variable
|
|
||||||||
Capital lease - real estate
|
(d)
|
12,406
|
|
|
—
|
|
|
(42
|
)
|
|
12,364
|
|
|
5.00
|
%
|
|
4,388
|
|
|
—
|
|
|
(55
|
)
|
|
4,333
|
|
|
5.00
|
%
|
||||||||
Non US lines of credit
|
(e)
|
9,532
|
|
|
—
|
|
|
(97
|
)
|
|
9,435
|
|
|
Variable
|
|
|
17,576
|
|
|
—
|
|
|
(45
|
)
|
|
17,531
|
|
|
Variable
|
|
||||||||
Non US term loans
|
(e)
|
33,462
|
|
|
—
|
|
|
(122
|
)
|
|
33,340
|
|
|
Variable
|
|
|
36,977
|
|
|
—
|
|
|
(188
|
)
|
|
36,789
|
|
|
Variable
|
|
||||||||
Other long term debt
|
(f)
|
3,552
|
|
|
—
|
|
|
(17
|
)
|
|
3,535
|
|
|
Variable
|
|
|
5,190
|
|
|
—
|
|
|
(18
|
)
|
|
5,172
|
|
|
Variable
|
|
||||||||
Totals
|
|
1,242,500
|
|
|
104
|
|
|
(16,908
|
)
|
|
1,225,696
|
|
|
|
|
|
1,114,131
|
|
|
867
|
|
|
(10,724
|
)
|
|
1,104,274
|
|
|
|
|
||||||||
less: Current portion
|
|
(9,470
|
)
|
|
—
|
|
|
—
|
|
|
(9,470
|
)
|
|
|
|
|
(10,525
|
)
|
|
—
|
|
|
—
|
|
|
(10,525
|
)
|
|
|
|
||||||||
Long-term debt
|
|
$
|
1,233,030
|
|
|
$
|
104
|
|
|
$
|
(16,908
|
)
|
|
$
|
1,216,226
|
|
|
|
|
|
$
|
1,103,606
|
|
|
$
|
867
|
|
|
$
|
(10,724
|
)
|
|
$
|
1,093,749
|
|
|
|
|
|
|
Three Months Ended March 31, 2020
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||||||||||||||||||||
|
|
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
Premium |
|
Amort.
Debt Issuance Costs & Other Fees |
|
Total Interest Expense
|
||||||||||||||||||
Senior notes due 2028
|
(a)
|
6.0
|
%
|
|
$
|
5,566
|
|
|
$
|
—
|
|
|
$
|
135
|
|
|
$
|
5,701
|
|
|
n/a
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Senior notes due 2022
|
(a)
|
5.7
|
%
|
|
8,040
|
|
|
45
|
|
|
628
|
|
|
8,713
|
|
|
5.7
|
%
|
|
13,125
|
|
|
66
|
|
|
951
|
|
|
14,142
|
|
||||||||
Revolver due 2025
|
(b)
|
Variable
|
|
|
1,819
|
|
|
—
|
|
|
165
|
|
|
1,984
|
|
|
Variable
|
|
|
1,631
|
|
|
—
|
|
|
400
|
|
|
2,031
|
|
||||||||
ESOP Loans
|
(c)
|
n/a
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.2
|
%
|
|
449
|
|
|
—
|
|
|
155
|
|
|
604
|
|
||||||||
Capital lease - real estate
|
(d)
|
6.1
|
%
|
|
52
|
|
|
—
|
|
|
7
|
|
|
59
|
|
|
5.6
|
%
|
|
101
|
|
|
—
|
|
|
6
|
|
|
107
|
|
||||||||
Non US lines of credit
|
(e)
|
Variable
|
|
|
3
|
|
|
—
|
|
|
8
|
|
|
11
|
|
|
Variable
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|
8
|
|
||||||||
Non US term loans
|
(e)
|
Variable
|
|
|
292
|
|
|
—
|
|
|
7
|
|
|
299
|
|
|
Variable
|
|
|
449
|
|
|
—
|
|
|
26
|
|
|
475
|
|
||||||||
Other long term debt
|
(f)
|
Variable
|
|
|
132
|
|
|
—
|
|
|
—
|
|
|
132
|
|
|
Variable
|
|
|
147
|
|
|
—
|
|
|
3
|
|
|
150
|
|
||||||||
Capitalized interest
|
|
|
|
|
(28
|
)
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Totals
|
|
|
|
|
$
|
15,876
|
|
|
$
|
45
|
|
|
$
|
950
|
|
|
$
|
16,871
|
|
|
|
|
|
$
|
15,906
|
|
|
$
|
66
|
|
|
$
|
1,545
|
|
|
$
|
17,517
|
|
|
|
Six Months Ended March 31, 2020
|
|
Six Months Ended March 31, 2019
|
||||||||||||||||||||||||||||||||||
|
|
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
Premium |
|
Amort.
Debt Issuance Costs & Other Fees |
|
Total Interest Expense
|
||||||||||||||||||
Senior notes due 2028
|
(a)
|
6.0
|
%
|
|
$
|
5,566
|
|
|
$
|
—
|
|
|
$
|
135
|
|
|
$
|
5,701
|
|
|
—
|
%
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Senior notes due 2022
|
(a)
|
5.6
|
%
|
|
21,165
|
|
|
112
|
|
|
1,579
|
|
|
22,856
|
|
|
5.7
|
%
|
|
26,250
|
|
|
134
|
|
|
1,902
|
|
|
28,286
|
|
||||||||
Revolver due 2021
|
(b)
|
Variable
|
|
|
3,201
|
|
|
—
|
|
|
397
|
|
|
3,598
|
|
|
Variable
|
|
|
2,564
|
|
|
—
|
|
|
541
|
|
|
3,105
|
|
||||||||
ESOP Loans
|
(c)
|
n/a
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.6
|
%
|
|
937
|
|
|
—
|
|
|
186
|
|
|
1,123
|
|
||||||||
Capital lease - real estate
|
(d)
|
6.0
|
%
|
|
113
|
|
|
—
|
|
|
13
|
|
|
126
|
|
|
5.5
|
%
|
|
216
|
|
|
—
|
|
|
12
|
|
|
228
|
|
||||||||
Non US lines of credit
|
(e)
|
Variable
|
|
|
7
|
|
|
—
|
|
|
12
|
|
|
19
|
|
|
Variable
|
|
|
11
|
|
|
—
|
|
|
8
|
|
|
19
|
|
||||||||
Non US term loans
|
(e)
|
Variable
|
|
|
564
|
|
|
—
|
|
|
19
|
|
|
583
|
|
|
Variable
|
|
|
897
|
|
|
—
|
|
|
53
|
|
|
950
|
|
||||||||
Other long term debt
|
(f)
|
Variable
|
|
|
292
|
|
|
—
|
|
|
—
|
|
|
292
|
|
|
Variable
|
|
|
329
|
|
|
—
|
|
|
6
|
|
|
335
|
|
||||||||
Capitalized interest
|
|
|
|
|
(93
|
)
|
|
—
|
|
|
—
|
|
|
(93
|
)
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Totals
|
|
|
|
|
$
|
30,815
|
|
|
$
|
112
|
|
|
$
|
2,155
|
|
|
$
|
33,082
|
|
|
|
|
|
$
|
31,204
|
|
|
$
|
134
|
|
|
$
|
2,708
|
|
|
$
|
34,046
|
|
(a)
|
On February 19, 2020, in an unregistered offering through a private placement under Rule 144A and Regulation S, Griffon issued, at par, $850,000 of 5.75% Senior Notes due 2028 (the “2028 Senior Notes”). Proceeds from the 2028 Senior Notes were used to redeem 85% of the $1,000,000 of 5.25% Senior Notes due 2022 (the “2022 Senior Notes" and, collectively with the 2028 Senior Notes, the "Senior Notes"). Following the sale and issuance of the 2028 Notes transaction, $150,000 aggregate principal amount of the 2022 Notes remained outstanding. As of March 31, 2020, outstanding Senior Notes due totaled $1,000,000; interest is payable semi-annually on March 1 and September 1.
|
(b)
|
On January 30, 2020, Griffon amended its revolving credit facility (as amended, the "Credit Agreement") to increase the maximum borrowing availability from $350,000 to $400,000 and extend its maturity date from March 22, 2021 to March 22, 2025, except that if the 2022 Senior Notes are not repaid, refinanced or replaced prior to December 1, 2021, then the Credit Agreement will mature on December 1, 2021. The amended agreement also modified certain other provisions of the facility. The facility includes a letter of credit sub-facility with a limit of $100,000 (increased from $50,000); a multi-currency sub-facility of $200,000 (increased from $100,000); and contains a customary accordion feature that permits us to request, subject to each lender's consent, an increase in the maximum aggregate amount that can be borrowed by up to an additional $100,000 (increased from $50,000).
|
(c)
|
In August 2016 and as amended on June 30, 2017, Griffon’s ESOP entered into a Term Loan with a bank (the "ESOP Agreement"). The Term Loan interest rate was LIBOR plus 3.00%. The Term Loan required quarterly principal payments of $569 with a balloon payment due at maturity. The Term Loan was secured by shares purchased with the proceeds of the loan and with a lien on a specific amount of Griffon assets (which ranked pari passu with the lien granted on such assets under the Credit Agreement) and was guaranteed by Griffon. On March 13, 2019, the ESOP Term Loan was refinanced with an internal loan from Griffon which was funded with cash and a draw under its Credit Agreement. The internal loan interest rate is fixed at 2.91%, matures in June 2033 and requires quarterly payments of principal, currently $635, and interest. The internal loan is secured by shares purchased with the proceeds of the loan. The amount outstanding on the internal loan at March 31, 2020 was $31,148.
|
(d)
|
Two Griffon subsidiaries have finance leases outstanding for real estate located in Troy, Ohio and Ocala, Florida. The leases mature in 2021 and 2025, respectively, and bear interest at fixed rates of approximately 5.0% and 2.9%, respectively. The Troy, Ohio lease is secured by a mortgage on the real estate and is guaranteed by Griffon. The Ocala, Florida lease contains one five-year renewal option. At March 31, 2020, $12,364 was outstanding, net of issuance costs.
|
(e)
|
In November 2012, Garant G.P. (“Garant”) entered into a CAD 15,000 ($10,628 as of March 31, 2020) revolving credit facility. The facility accrues interest at LIBOR (USD) or the Bankers Acceptance Rate (CDN) plus 1.3% per annum (2.29% LIBOR USD and 2.30% Bankers Acceptance Rate CDN as of March 31, 2020). The revolving facility matures in October 2022. Garant is required to maintain a certain minimum equity. At March 31, 2020, there were no borrowings under the revolving credit facility with CAD 15,000 ($10,628 as of March 31, 2020) available for borrowing.
|
(f)
|
Other long-term debt primarily consists of a loan with the Pennsylvania Industrial Development Authority, with the balance consisting of capital leases.
|
|
For the Three Months Ended March 31,
|
|
For the Six Months Ended March 31,
|
||||||||||
|
2020
|
2019
|
|
2020
|
2019
|
||||||||
Restricted stock
|
$
|
3,662
|
|
$
|
3,422
|
|
|
$
|
6,812
|
|
$
|
6,355
|
|
ESOP
|
658
|
|
492
|
|
|
1,490
|
|
1,145
|
|
||||
Total stock based compensation
|
$
|
4,320
|
|
$
|
3,914
|
|
|
$
|
8,302
|
|
$
|
7,500
|
|
|
Three Months Ended March 31,
|
|
Six Months Ended March 31,
|
||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||
Common shares outstanding
|
47,431
|
|
|
46,800
|
|
|
47,431
|
|
|
46,800
|
|
Unallocated ESOP shares
|
(2,159
|
)
|
|
(2,409
|
)
|
|
(2,159
|
)
|
|
(2,409
|
)
|
Non-vested restricted stock
|
(3,562
|
)
|
|
(3,427
|
)
|
|
(3,562
|
)
|
|
(3,427
|
)
|
Impact on weighted average shares
|
(145
|
)
|
|
(15
|
)
|
|
(341
|
)
|
|
(115
|
)
|
Weighted average shares outstanding - basic
|
41,565
|
|
|
40,949
|
|
|
41,369
|
|
|
40,849
|
|
Incremental shares from stock based compensation
|
2,169
|
|
|
1,883
|
|
|
2,457
|
|
|
1,527
|
|
Weighted average shares outstanding - diluted
|
43,734
|
|
|
42,832
|
|
|
43,826
|
|
|
42,376
|
|
|
|
|
|
|
|
|
|
•
|
CPP conducts its operations through AMES. Founded in 1774, AMES is the leading North American manufacturer and a global provider of branded consumer and professional tools and products for home storage and organization, landscaping, and enhancing outdoor lifestyles. CPP sells products globally through a portfolio of leading brands including True Temper, AMES, and ClosetMaid.
|
•
|
HBP conducts its operations through Clopay. Founded in 1964, Clopay is the largest manufacturer and marketer of garage doors and rolling steel doors in North America. Residential and commercial sectional garage doors are sold through professional dealers and leading home center retail chains throughout North America under the brands Clopay, Ideal, and Holmes. Rolling steel door and grille products designed for commercial, industrial, institutional, and retail use are sold under the CornellCookson brand.
|
•
|
DE conducts its operations through Telephonics, founded in 1933, a globally recognized leading provider of highly sophisticated intelligence, surveillance and communications solutions for defense, aerospace and commercial customers.
|
|
For the Three Months Ended March 31,
|
|
For the Six Months Ended March 31,
|
||||||||||||
REVENUE
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Consumer and Professional Products
|
$
|
274,912
|
|
|
$
|
287,732
|
|
|
$
|
515,988
|
|
|
$
|
504,206
|
|
Home and Building Products
|
209,829
|
|
|
186,799
|
|
|
451,210
|
|
|
410,094
|
|
||||
Defense Electronics
|
81,609
|
|
|
75,102
|
|
|
147,590
|
|
|
145,855
|
|
||||
Total consolidated net sales
|
$
|
566,350
|
|
|
$
|
549,633
|
|
|
$
|
1,114,788
|
|
|
$
|
1,060,155
|
|
|
For the Three Months Ended March 31,
|
For the Six Months Ended March 31,
|
||||||||||||
|
2020
|
|
2019
|
2020
|
|
2019
|
||||||||
Residential repair and remodel
|
$
|
40,505
|
|
|
$
|
38,441
|
|
$
|
75,595
|
|
|
$
|
65,599
|
|
Retail
|
144,904
|
|
|
162,576
|
|
264,524
|
|
|
275,941
|
|
||||
Residential new construction
|
14,884
|
|
|
13,545
|
|
29,857
|
|
|
27,817
|
|
||||
Industrial
|
10,535
|
|
|
11,416
|
|
21,158
|
|
|
21,174
|
|
||||
International excluding North America
|
64,084
|
|
|
61,754
|
|
124,854
|
|
|
113,675
|
|
||||
Total Consumer and Professional Products
|
274,912
|
|
|
287,732
|
|
515,988
|
|
|
504,206
|
|
||||
Residential repair and remodel
|
100,808
|
|
|
90,271
|
|
222,805
|
|
|
203,638
|
|
||||
Commercial construction
|
86,300
|
|
|
76,181
|
|
178,187
|
|
|
160,557
|
|
||||
Residential new construction
|
22,721
|
|
|
20,347
|
|
50,218
|
|
|
45,899
|
|
||||
Total Home and Building Products
|
209,829
|
|
|
186,799
|
|
451,210
|
|
|
410,094
|
|
||||
U.S. Government
|
53,623
|
|
|
46,376
|
|
96,324
|
|
|
91,936
|
|
||||
International
|
25,021
|
|
|
23,129
|
|
43,554
|
|
|
45,228
|
|
||||
Commercial
|
2,965
|
|
|
5,597
|
|
7,712
|
|
|
8,691
|
|
||||
Total Defense Electronics
|
81,609
|
|
|
75,102
|
|
147,590
|
|
|
145,855
|
|
||||
Total Consolidated Revenue
|
$
|
566,350
|
|
|
$
|
549,633
|
|
$
|
1,114,788
|
|
|
$
|
1,060,155
|
|
|
For the Three Months Ended March 31, 2020
|
|
For the Six Months Ended March 31, 2020
|
||||||||||||||||||||||
REVENUE BY GEOGRAPHIC AREA - DESTINATION
|
CPP
|
HBP
|
Defense Electronics
|
Total
|
|
CPP
|
HBP
|
Defense Electronics
|
Total
|
||||||||||||||||
United States
|
$
|
191,412
|
|
$
|
199,060
|
|
$
|
55,071
|
|
$
|
445,543
|
|
|
$
|
351,570
|
|
$
|
426,010
|
|
$
|
101,214
|
|
$
|
878,794
|
|
Europe
|
24,737
|
|
5
|
|
9,880
|
|
34,622
|
|
|
31,342
|
|
28
|
|
15,865
|
|
47,235
|
|
||||||||
Canada
|
17,515
|
|
7,867
|
|
4,209
|
|
29,591
|
|
|
35,296
|
|
19,120
|
|
6,783
|
|
61,199
|
|
||||||||
Australia
|
39,032
|
|
—
|
|
189
|
|
39,221
|
|
|
93,260
|
|
—
|
|
795
|
|
94,055
|
|
||||||||
All other countries
|
2,216
|
|
2,897
|
|
12,260
|
|
17,373
|
|
|
4,520
|
|
6,052
|
|
22,933
|
|
33,505
|
|
||||||||
Consolidated revenue
|
$
|
274,912
|
|
$
|
209,829
|
|
$
|
81,609
|
|
$
|
566,350
|
|
|
$
|
515,988
|
|
$
|
451,210
|
|
$
|
147,590
|
|
$
|
1,114,788
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, 2019
|
|
For the Six Months Ended March 31, 2019
|
||||||||||||||||||||||
REVENUE BY GEOGRAPHIC AREA - DESTINATION
|
CPP
|
HBP
|
Defense Electronics
|
Total
|
|
CPP
|
HBP
|
Defense Electronics
|
Total
|
||||||||||||||||
United States
|
$
|
204,445
|
|
$
|
175,945
|
|
$
|
51,179
|
|
$
|
431,569
|
|
|
$
|
347,361
|
|
$
|
385,772
|
|
$
|
99,474
|
|
$
|
832,607
|
|
Europe
|
20,343
|
|
29
|
|
8,490
|
|
28,862
|
|
|
28,208
|
|
46
|
|
18,801
|
|
47,055
|
|
||||||||
Canada
|
18,845
|
|
6,984
|
|
3,058
|
|
28,887
|
|
|
38,210
|
|
17,965
|
|
5,687
|
|
61,862
|
|
||||||||
Australia
|
41,749
|
|
266
|
|
979
|
|
42,994
|
|
|
85,788
|
|
450
|
|
1,588
|
|
87,826
|
|
||||||||
All other countries
|
2,350
|
|
3,575
|
|
11,396
|
|
17,321
|
|
|
4,639
|
|
5,861
|
|
20,305
|
|
30,805
|
|
||||||||
Consolidated revenue
|
$
|
287,732
|
|
$
|
186,799
|
|
$
|
75,102
|
|
$
|
549,633
|
|
|
$
|
504,206
|
|
$
|
410,094
|
|
$
|
145,855
|
|
$
|
1,060,155
|
|
|
For the Three Months Ended March 31,
|
|
For the Six Months Ended March 31,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Segment adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consumer and Professional Products
|
$
|
25,027
|
|
|
$
|
28,616
|
|
|
$
|
46,953
|
|
|
$
|
49,181
|
|
Home and Building Products
|
30,635
|
|
|
20,137
|
|
|
71,336
|
|
|
51,432
|
|
||||
Defense Electronics
|
4,248
|
|
|
4,936
|
|
|
8,723
|
|
|
9,721
|
|
||||
Segment adjusted EBITDA
|
59,910
|
|
|
53,689
|
|
|
127,012
|
|
|
110,334
|
|
||||
Unallocated amounts, excluding depreciation
|
(11,947
|
)
|
|
(11,208
|
)
|
|
(23,889
|
)
|
|
(22,472
|
)
|
||||
Adjusted EBITDA
|
47,963
|
|
|
42,481
|
|
|
103,123
|
|
|
87,862
|
|
||||
Net interest expense
|
(16,561
|
)
|
|
(17,305
|
)
|
|
(32,511
|
)
|
|
(33,636
|
)
|
||||
Depreciation and amortization
|
(15,719
|
)
|
|
(15,492
|
)
|
|
(31,544
|
)
|
|
(30,577
|
)
|
||||
Loss from debt extinguishment
|
(6,690
|
)
|
|
—
|
|
|
(6,690
|
)
|
|
—
|
|
||||
Restructuring charges
|
(3,104
|
)
|
|
—
|
|
|
(9,538
|
)
|
|
—
|
|
||||
Acquisition costs
|
(2,960
|
)
|
|
—
|
|
|
(2,960
|
)
|
|
—
|
|
||||
Income before taxes from continuing operations
|
$
|
2,929
|
|
|
$
|
9,684
|
|
|
$
|
19,880
|
|
|
$
|
23,649
|
|
|
For the Three Months Ended March 31,
|
|
For the Six Months Ended March 31,
|
||||||||||||
DEPRECIATION and AMORTIZATION
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Segment:
|
|
|
|
|
|
|
|
||||||||
Consumer and Professional Products
|
$
|
8,222
|
|
|
$
|
8,184
|
|
|
$
|
16,453
|
|
|
$
|
15,990
|
|
Home and Building Products
|
4,668
|
|
|
4,548
|
|
|
9,468
|
|
|
9,057
|
|
||||
Defense Electronics
|
2,676
|
|
|
2,621
|
|
|
5,320
|
|
|
5,257
|
|
||||
Total segment depreciation and amortization
|
15,566
|
|
|
15,353
|
|
|
31,241
|
|
|
30,304
|
|
||||
Corporate
|
153
|
|
|
139
|
|
|
303
|
|
|
273
|
|
||||
Total consolidated depreciation and amortization
|
$
|
15,719
|
|
|
$
|
15,492
|
|
|
$
|
31,544
|
|
|
$
|
30,577
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
CAPITAL EXPENDITURES
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consumer and Professional Products
|
$
|
3,800
|
|
|
$
|
3,806
|
|
|
$
|
7,532
|
|
|
$
|
8,140
|
|
Home and Building Products
|
3,556
|
|
|
2,524
|
|
|
11,495
|
|
|
5,335
|
|
||||
Defense Electronics
|
1,921
|
|
|
2,499
|
|
|
3,210
|
|
|
3,733
|
|
||||
Total segment
|
9,277
|
|
|
8,829
|
|
|
22,237
|
|
|
17,208
|
|
||||
Corporate
|
70
|
|
|
192
|
|
|
282
|
|
|
210
|
|
||||
Total consolidated capital expenditures
|
$
|
9,347
|
|
|
$
|
9,021
|
|
|
$
|
22,519
|
|
|
$
|
17,418
|
|
ASSETS
|
At March 31, 2020
|
|
At September 30, 2019
|
||||
Segment assets:
|
|
|
|
||||
Consumer and Professional Products
|
$
|
1,279,376
|
|
|
$
|
1,070,510
|
|
Home and Building Products
|
592,011
|
|
|
571,216
|
|
||
Defense Electronics
|
348,081
|
|
|
347,575
|
|
||
Total segment assets
|
2,219,468
|
|
|
1,989,301
|
|
||
Corporate
|
96,085
|
|
|
82,429
|
|
||
Total continuing assets
|
2,315,553
|
|
|
2,071,730
|
|
||
Assets of discontinued operations
|
3,194
|
|
|
3,209
|
|
||
Consolidated total
|
$
|
2,318,747
|
|
|
$
|
2,074,939
|
|
|
Three Months Ended March 31,
|
|
Six Months Ended March 31,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Interest cost
|
$
|
1,151
|
|
|
$
|
1,571
|
|
|
$
|
2,302
|
|
|
$
|
3,141
|
|
Expected return on plan assets
|
(2,586
|
)
|
|
(2,583
|
)
|
|
(5,172
|
)
|
|
(5,166
|
)
|
||||
Amortization:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Prior service cost
|
4
|
|
|
3
|
|
|
8
|
|
|
7
|
|
||||
Recognized actuarial loss
|
1,042
|
|
|
222
|
|
|
2,084
|
|
|
444
|
|
||||
Net periodic expense (income)
|
$
|
(389
|
)
|
|
$
|
(787
|
)
|
|
$
|
(778
|
)
|
|
$
|
(1,574
|
)
|
|
At March 31, 2020
|
|
At September 30, 2019
|
||||
Assets of discontinued operations:
|
|
|
|
||||
Prepaid and other current assets
|
$
|
321
|
|
|
$
|
321
|
|
Other long-term assets
|
2,873
|
|
|
2,888
|
|
||
Total assets of discontinued operations
|
$
|
3,194
|
|
|
$
|
3,209
|
|
|
|
|
|
||||
Liabilities of discontinued operations:
|
|
|
|
|
|
||
Accrued liabilities, current
|
$
|
2,450
|
|
|
$
|
4,333
|
|
Other long-term liabilities
|
3,154
|
|
|
3,331
|
|
||
Total liabilities of discontinued operations
|
$
|
5,604
|
|
|
$
|
7,664
|
|
|
For the Three Months Ended March 31, 2020
|
|
For the Six Months Ended March 31, 2020
|
||||
Cost of goods and services
|
$
|
1,353
|
|
|
$
|
4,076
|
|
Selling, general and administrative expenses
|
1,751
|
|
|
5,462
|
|
||
Total restructuring charges
|
$
|
3,104
|
|
|
$
|
9,538
|
|
|
For the Three Months Ended March 31, 2020
|
For the Six Months Ended March 31, 2020
|
||||
Personnel related costs
|
$
|
1,658
|
|
$
|
3,792
|
|
Facilities, exit costs and other
|
914
|
|
1,054
|
|
||
Non-cash facility and other
|
532
|
|
4,692
|
|
||
Total
|
$
|
3,104
|
|
$
|
9,538
|
|
|
Three Months Ended March 31,
|
|
Six Months Ended March 31,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Balance, beginning of period
|
$
|
7,344
|
|
|
$
|
9,041
|
|
|
$
|
7,894
|
|
|
$
|
8,174
|
|
Warranties issued and changes in estimated pre-existing warranties
|
4,862
|
|
|
4,700
|
|
|
8,227
|
|
|
8,761
|
|
||||
Actual warranty costs incurred
|
(4,417
|
)
|
|
(5,730
|
)
|
|
(8,332
|
)
|
|
(8,924
|
)
|
||||
Balance, end of period
|
$
|
7,789
|
|
|
$
|
8,011
|
|
|
$
|
7,789
|
|
|
$
|
8,011
|
|
|
Three Months Ended March 31, 2020
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||||||
|
Pre-tax
|
|
Tax
|
|
Net of tax
|
|
Pre-tax
|
|
Tax
|
|
Net of tax
|
||||||||||||
Foreign currency translation adjustments
|
$
|
(16,471
|
)
|
|
$
|
—
|
|
|
$
|
(16,471
|
)
|
|
$
|
2,885
|
|
|
$
|
—
|
|
|
$
|
2,885
|
|
Pension and other defined benefit plans
|
847
|
|
|
(178
|
)
|
|
669
|
|
|
201
|
|
|
(17
|
)
|
|
184
|
|
||||||
Cash flow hedges
|
1,383
|
|
|
(415
|
)
|
|
968
|
|
|
(264
|
)
|
|
75
|
|
|
(189
|
)
|
||||||
Total other comprehensive income (loss)
|
$
|
(14,241
|
)
|
|
$
|
(593
|
)
|
|
$
|
(14,834
|
)
|
|
$
|
2,822
|
|
|
$
|
58
|
|
|
$
|
2,880
|
|
|
Six Months Ended March 31, 2020
|
|
Six Months Ended March 31, 2019
|
||||||||||||||||||||
|
Pre-tax
|
|
Tax
|
|
Net of tax
|
|
Pre-tax
|
|
Tax
|
|
Net of tax
|
||||||||||||
Foreign currency translation adjustments
|
$
|
(10,001
|
)
|
|
$
|
—
|
|
|
$
|
(10,001
|
)
|
|
$
|
(2,851
|
)
|
|
$
|
—
|
|
|
$
|
(2,851
|
)
|
Pension and other defined benefit plans
|
1,694
|
|
|
(353
|
)
|
|
1,341
|
|
|
472
|
|
|
(104
|
)
|
|
368
|
|
||||||
Cash flow hedges
|
953
|
|
|
(286
|
)
|
|
667
|
|
|
(107
|
)
|
|
20
|
|
|
(87
|
)
|
||||||
Total other comprehensive income (loss)
|
$
|
(7,354
|
)
|
|
$
|
(639
|
)
|
|
$
|
(7,993
|
)
|
|
$
|
(2,486
|
)
|
|
$
|
(84
|
)
|
|
$
|
(2,570
|
)
|
|
At March 31, 2020
|
|
At September 30, 2019
|
||||
Foreign currency translation adjustments
|
$
|
(41,285
|
)
|
|
$
|
(31,284
|
)
|
Pension and other defined benefit plans
|
(33,473
|
)
|
|
(34,814
|
)
|
||
Change in Cash flow hedges
|
849
|
|
|
182
|
|
||
|
$
|
(73,909
|
)
|
|
$
|
(65,916
|
)
|
|
For the Three Months Ended March 31,
|
|
For the Six Months Ended March 31,
|
||||||||||||
Gain (Loss)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Pension amortization
|
$
|
(1,046
|
)
|
|
$
|
(225
|
)
|
|
$
|
(2,092
|
)
|
|
$
|
(451
|
)
|
Cash flow hedges
|
1,050
|
|
|
310
|
|
|
994
|
|
|
992
|
|
||||
Total gain (loss)
|
$
|
4
|
|
|
$
|
85
|
|
|
(1,098
|
)
|
|
541
|
|
||
Tax benefit (expense)
|
(1
|
)
|
|
(18
|
)
|
|
231
|
|
|
(114
|
)
|
||||
Total
|
$
|
3
|
|
|
$
|
67
|
|
|
$
|
(867
|
)
|
|
$
|
427
|
|
|
For the Three Months Ended March 31, 2020
|
For the Six Months Ended March 31, 2020
|
||||
Fixed
|
$
|
9,187
|
|
$
|
18,739
|
|
Variable (a), (b)
|
1,823
|
|
3,576
|
|
||
Short-term (b)
|
1,393
|
|
2,823
|
|
||
Total*
|
$
|
12,403
|
|
$
|
25,138
|
|
|
|
For the Six Months ended March 31, 2020
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
||
Operating cash flows from operating leases
|
|
$
|
21,582
|
|
Financing cash flows from finance leases
|
|
1,940
|
|
|
Total
|
|
$
|
23,522
|
|
|
At March 31, 2020
|
||
Operating Leases:
|
|
||
Right of use assets:
|
|
||
Operating right-of-use assets
|
$
|
156,258
|
|
|
|
||
Lease Liabilities:
|
|
||
Current portion of operating lease liabilities
|
$
|
28,047
|
|
Long-term operating lease liabilities
|
133,498
|
|
|
Total operating lease liabilities
|
$
|
161,545
|
|
|
|
||
Finance Leases:
|
|
||
Property, plant and equipment, net(1)
|
$
|
14,059
|
|
|
|
||
Lease Liabilities:
|
|
||
Notes payable and current portion of long-term debt
|
$
|
4,014
|
|
Long-term debt, net
|
10,074
|
|
|
Total financing lease liabilities
|
$
|
14,088
|
|
|
|
|
Operating Leases
|
Finance Leases
|
||||
2020(a)
|
$
|
17,505
|
|
$
|
2,452
|
|
2021
|
33,312
|
|
4,164
|
|
||
2022
|
28,570
|
|
2,607
|
|
||
2023
|
22,261
|
|
2,315
|
|
||
2024
|
16,467
|
|
2,074
|
|
||
2025
|
14,334
|
|
1,383
|
|
||
Thereafter
|
72,614
|
|
—
|
|
||
Total lease payments
|
205,063
|
|
14,995
|
|
||
Less: Imputed Interest
|
(43,518
|
)
|
(907
|
)
|
||
Present value of lease liabilities
|
$
|
161,545
|
|
$
|
14,088
|
|
|
At September 30, 2019
|
||
2020
|
$
|
35,176
|
|
2021
|
30,730
|
|
|
2022
|
26,119
|
|
|
2023
|
20,008
|
|
|
2024
|
14,198
|
|
|
Thereafter
|
78,105
|
|
|
Total
|
$
|
204,336
|
|
|
|
At March 31, 2020
|
|
Weighted-average remaining lease term (years)
|
|
|
|
Operating leases
|
|
8.8
|
|
Finance Leases
|
|
2.1
|
|
|
|
|
|
Weighted-average discount rate
|
|
|
|
Operating Leases
|
|
4.10
|
%
|
Finance Leases
|
|
5.50
|
%
|
|
|
|
($ in thousands)
|
Parent Company
|
|
Guarantor Companies
|
|
Non-Guarantor Companies
|
|
Elimination
|
|
Consolidation
|
||||||||||
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and equivalents
|
$
|
9,252
|
|
|
$
|
18,977
|
|
|
$
|
40,795
|
|
|
$
|
—
|
|
|
$
|
69,024
|
|
Accounts receivable, net of allowances
|
—
|
|
|
283,929
|
|
|
206,456
|
|
|
(155,352
|
)
|
|
335,033
|
|
|||||
Contract costs and recognized income not yet billed, net of progress payments
|
—
|
|
|
91,998
|
|
|
2,497
|
|
|
—
|
|
|
94,495
|
|
|||||
Inventories, net
|
—
|
|
|
391,934
|
|
|
70,756
|
|
|
(571
|
)
|
|
462,119
|
|
|||||
Prepaid and other current assets
|
11,482
|
|
|
23,468
|
|
|
5,149
|
|
|
2,624
|
|
|
42,723
|
|
|||||
Assets of discontinued operations
|
—
|
|
|
—
|
|
|
321
|
|
|
—
|
|
|
321
|
|
|||||
Total Current Assets
|
20,734
|
|
|
810,306
|
|
|
325,974
|
|
|
(153,299
|
)
|
|
1,003,715
|
|
|||||
PROPERTY, PLANT AND EQUIPMENT, net
|
1,295
|
|
|
290,685
|
|
|
43,840
|
|
|
—
|
|
|
335,820
|
|
|||||
OPERATING LEASE RIGHT-OF-USE ASSETS
|
10,060
|
|
|
127,133
|
|
|
19,065
|
|
|
—
|
|
|
156,258
|
|
|||||
GOODWILL
|
—
|
|
|
375,734
|
|
|
61,048
|
|
|
—
|
|
|
436,782
|
|
|||||
INTANGIBLE ASSETS, net
|
93
|
|
|
220,796
|
|
|
132,854
|
|
|
—
|
|
|
353,743
|
|
|||||
INTERCOMPANY RECEIVABLE
|
67,266
|
|
|
928,899
|
|
|
148,568
|
|
|
(1,144,733
|
)
|
|
—
|
|
|||||
EQUITY INVESTMENTS IN SUBSIDIARIES
|
1,658,792
|
|
|
745,746
|
|
|
3,109,559
|
|
|
(5,514,097
|
)
|
|
—
|
|
|||||
OTHER ASSETS
|
8,695
|
|
|
37,669
|
|
|
(2,446
|
)
|
|
(14,362
|
)
|
|
29,556
|
|
|||||
ASSETS OF DISCONTINUED OPERATIONS
|
—
|
|
|
—
|
|
|
2,873
|
|
|
—
|
|
|
2,873
|
|
|||||
Total Assets
|
$
|
1,766,935
|
|
|
$
|
3,536,968
|
|
|
$
|
3,841,335
|
|
|
$
|
(6,826,491
|
)
|
|
$
|
2,318,747
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Notes payable and current portion of long-term debt
|
$
|
—
|
|
|
$
|
3,474
|
|
|
$
|
5,996
|
|
|
$
|
—
|
|
|
$
|
9,470
|
|
Accounts payable and accrued liabilities
|
28,873
|
|
|
412,118
|
|
|
58,903
|
|
|
(152,741
|
)
|
|
347,153
|
|
|||||
Current portion of operating lease liabilities
|
1,830
|
|
|
22,068
|
|
|
4,149
|
|
|
—
|
|
|
28,047
|
|
|||||
Liabilities of discontinued operations
|
—
|
|
|
—
|
|
|
2,450
|
|
|
—
|
|
|
2,450
|
|
|||||
Total Current Liabilities
|
30,703
|
|
|
437,660
|
|
|
71,498
|
|
|
(152,741
|
)
|
|
387,120
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
LONG-TERM DEBT, net
|
1,167,023
|
|
|
10,642
|
|
|
38,561
|
|
|
—
|
|
|
1,216,226
|
|
|||||
LONG-TERM OPERATING LEASE LIABILITIES
|
9,353
|
|
|
108,872
|
|
|
15,273
|
|
|
—
|
|
|
133,498
|
|
|||||
INTERCOMPANY PAYABLES
|
63,230
|
|
|
563,964
|
|
|
536,815
|
|
|
(1,164,009
|
)
|
|
—
|
|
|||||
OTHER LIABILITIES
|
20,172
|
|
|
77,292
|
|
|
12,650
|
|
|
(7,819
|
)
|
|
102,295
|
|
|||||
LIABILITIES OF DISCONTINUED OPERATIONS
|
—
|
|
|
—
|
|
|
3,154
|
|
|
—
|
|
|
3,154
|
|
|||||
Total Liabilities
|
1,290,481
|
|
|
1,198,430
|
|
|
677,951
|
|
|
(1,324,569
|
)
|
|
1,842,293
|
|
|||||
SHAREHOLDERS’ EQUITY
|
476,454
|
|
|
2,338,538
|
|
|
3,163,384
|
|
|
(5,501,922
|
)
|
|
476,454
|
|
|||||
Total Liabilities and Shareholders’ Equity
|
$
|
1,766,935
|
|
|
$
|
3,536,968
|
|
|
$
|
3,841,335
|
|
|
$
|
(6,826,491
|
)
|
|
$
|
2,318,747
|
|
($ in thousands)
|
Parent
Company |
|
Guarantor
Companies |
|
Non-Guarantor
Companies |
|
Elimination
|
|
Consolidation
|
||||||||||
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and equivalents
|
$
|
1,649
|
|
|
$
|
25,217
|
|
|
$
|
45,511
|
|
|
$
|
—
|
|
|
$
|
72,377
|
|
Accounts receivable, net of allowances
|
—
|
|
|
227,069
|
|
|
38,580
|
|
|
(1,199
|
)
|
|
264,450
|
|
|||||
Contract costs and recognized income not yet billed, net of progress payments
|
—
|
|
|
104,109
|
|
|
1,002
|
|
|
—
|
|
|
105,111
|
|
|||||
Inventories, net
|
—
|
|
|
372,839
|
|
|
69,540
|
|
|
(258
|
)
|
|
442,121
|
|
|||||
Prepaid and other current assets
|
8,238
|
|
|
25,754
|
|
|
6,951
|
|
|
(144
|
)
|
|
40,799
|
|
|||||
Assets of discontinued operations
|
—
|
|
|
—
|
|
|
321
|
|
|
—
|
|
|
321
|
|
|||||
Total Current Assets
|
9,887
|
|
|
754,988
|
|
|
161,905
|
|
|
(1,601
|
)
|
|
925,179
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
PROPERTY, PLANT AND EQUIPMENT, net
|
1,184
|
|
|
289,282
|
|
|
46,860
|
|
|
—
|
|
|
337,326
|
|
|||||
GOODWILL
|
—
|
|
|
375,734
|
|
|
61,333
|
|
|
—
|
|
|
437,067
|
|
|||||
INTANGIBLE ASSETS, net
|
93
|
|
|
224,275
|
|
|
132,271
|
|
|
—
|
|
|
356,639
|
|
|||||
INTERCOMPANY RECEIVABLE
|
5,834
|
|
|
864,884
|
|
|
75,684
|
|
|
(946,402
|
)
|
|
—
|
|
|||||
EQUITY INVESTMENTS IN SUBSIDIARIES
|
1,628,031
|
|
|
581,438
|
|
|
3,233,038
|
|
|
(5,442,507
|
)
|
|
—
|
|
|||||
OTHER ASSETS
|
8,182
|
|
|
24,635
|
|
|
(2,352
|
)
|
|
(14,625
|
)
|
|
15,840
|
|
|||||
ASSETS OF DISCONTINUED OPERATIONS
|
—
|
|
|
—
|
|
|
2,888
|
|
|
—
|
|
|
2,888
|
|
|||||
Total Assets
|
$
|
1,653,211
|
|
|
$
|
3,115,236
|
|
|
$
|
3,711,627
|
|
|
$
|
(6,405,135
|
)
|
|
$
|
2,074,939
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Notes payable and current portion of long-term debt
|
$
|
—
|
|
|
$
|
3,075
|
|
|
$
|
7,450
|
|
|
$
|
—
|
|
|
$
|
10,525
|
|
Accounts payable and accrued liabilities
|
41,796
|
|
|
266,411
|
|
|
68,390
|
|
|
(1,356
|
)
|
|
375,241
|
|
|||||
Liabilities of discontinued operations
|
—
|
|
|
—
|
|
|
4,333
|
|
|
—
|
|
|
4,333
|
|
|||||
Total Current Liabilities
|
41,796
|
|
|
269,486
|
|
|
80,173
|
|
|
(1,356
|
)
|
|
390,099
|
|
|||||
LONG-TERM DEBT, net
|
1,040,449
|
|
|
3,119
|
|
|
50,181
|
|
|
—
|
|
|
1,093,749
|
|
|||||
INTERCOMPANY PAYABLES
|
71,634
|
|
|
457,265
|
|
|
444,557
|
|
|
(973,456
|
)
|
|
—
|
|
|||||
OTHER LIABILITIES
|
21,569
|
|
|
81,582
|
|
|
15,017
|
|
|
(8,171
|
)
|
|
109,997
|
|
|||||
LIABILITIES OF DISCONTINUED OPERATIONS
|
—
|
|
|
—
|
|
|
3,331
|
|
|
—
|
|
|
3,331
|
|
|||||
Total Liabilities
|
1,175,448
|
|
|
811,452
|
|
|
593,259
|
|
|
(982,983
|
)
|
|
1,597,176
|
|
|||||
SHAREHOLDERS’ EQUITY
|
477,763
|
|
|
2,303,784
|
|
|
3,118,368
|
|
|
(5,422,152
|
)
|
|
477,763
|
|
|||||
Total Liabilities and Shareholders’ Equity
|
$
|
1,653,211
|
|
|
$
|
3,115,236
|
|
|
$
|
3,711,627
|
|
|
$
|
(6,405,135
|
)
|
|
$
|
2,074,939
|
|
($ in thousands)
|
Parent Company
|
|
Guarantor Companies
|
|
Non-Guarantor Companies
|
|
Elimination
|
|
Consolidation
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
462,500
|
|
|
$
|
113,926
|
|
|
$
|
(10,076
|
)
|
|
$
|
566,350
|
|
Cost of goods and services
|
—
|
|
|
345,626
|
|
|
79,112
|
|
|
(10,420
|
)
|
|
414,318
|
|
|||||
Gross profit
|
—
|
|
|
116,874
|
|
|
34,814
|
|
|
344
|
|
|
152,032
|
|
|||||
Selling, general and administrative expenses
|
7,922
|
|
|
91,338
|
|
|
27,300
|
|
|
(93
|
)
|
|
126,467
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from operations
|
(7,922
|
)
|
|
25,536
|
|
|
7,514
|
|
|
437
|
|
|
25,565
|
|
|||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest income (expense), net
|
(6,880
|
)
|
|
(9,706
|
)
|
|
25
|
|
|
—
|
|
|
(16,561
|
)
|
|||||
Loss from debt extinguishment, net
|
(6,690
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,690
|
)
|
|||||
Other, net
|
(418
|
)
|
|
(2,667
|
)
|
|
4,141
|
|
|
(441
|
)
|
|
615
|
|
|||||
Total other income (expense)
|
(13,988
|
)
|
|
(12,373
|
)
|
|
4,166
|
|
|
(441
|
)
|
|
(22,636
|
)
|
|||||
Income (loss) before taxes
|
(21,910
|
)
|
|
13,163
|
|
|
11,680
|
|
|
(4
|
)
|
|
2,929
|
|
|||||
Provision (benefit) for income taxes
|
(9,427
|
)
|
|
6,078
|
|
|
5,387
|
|
|
(4
|
)
|
|
2,034
|
|
|||||
Income (loss) before equity in net income of subsidiaries
|
(12,483
|
)
|
|
7,085
|
|
|
6,293
|
|
|
—
|
|
|
895
|
|
|||||
Equity in net income (loss) of subsidiaries
|
13,378
|
|
|
6,341
|
|
|
7,085
|
|
|
(26,804
|
)
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income (loss)
|
$
|
895
|
|
|
$
|
13,426
|
|
|
$
|
13,378
|
|
|
$
|
(26,804
|
)
|
|
$
|
895
|
|
Comprehensive income (loss)
|
$
|
(13,939
|
)
|
|
$
|
8,028
|
|
|
$
|
18,776
|
|
|
$
|
(26,804
|
)
|
|
$
|
(13,939
|
)
|
($ in thousands)
|
Parent Company
|
|
Guarantor Companies
|
|
Non-Guarantor Companies
|
|
Elimination
|
|
Consolidation
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
462,739
|
|
|
$
|
94,285
|
|
|
$
|
(7,391
|
)
|
|
$
|
549,633
|
|
Cost of goods and services
|
—
|
|
|
354,382
|
|
|
65,516
|
|
|
(7,769
|
)
|
|
412,129
|
|
|||||
Gross profit
|
—
|
|
|
108,357
|
|
|
28,769
|
|
|
378
|
|
|
137,504
|
|
|||||
Selling, general and administrative expenses
|
5,249
|
|
|
84,813
|
|
|
21,409
|
|
|
312
|
|
|
111,783
|
|
|||||
Income (loss) from operations
|
(5,249
|
)
|
|
23,544
|
|
|
7,360
|
|
|
66
|
|
|
25,721
|
|
|||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest income (expense), net
|
(7,328
|
)
|
|
(9,128
|
)
|
|
(849
|
)
|
|
—
|
|
|
(17,305
|
)
|
|||||
Other, net
|
(473
|
)
|
|
1,129
|
|
|
676
|
|
|
(64
|
)
|
|
1,268
|
|
|||||
Total other income (expense)
|
(7,801
|
)
|
|
(7,999
|
)
|
|
(173
|
)
|
|
(64
|
)
|
|
(16,037
|
)
|
|||||
Income (loss) before taxes
|
(13,050
|
)
|
|
15,545
|
|
|
7,187
|
|
|
2
|
|
|
9,684
|
|
|||||
Provision (benefit) for income taxes
|
(4,242
|
)
|
|
5,292
|
|
|
2,142
|
|
|
2
|
|
|
3,194
|
|
|||||
Income (loss) before equity in net income of subsidiaries
|
(8,808
|
)
|
|
10,253
|
|
|
5,045
|
|
|
—
|
|
|
6,490
|
|
|||||
Equity in net income (loss) of subsidiaries
|
7,652
|
|
|
11,646
|
|
|
10,253
|
|
|
(29,551
|
)
|
|
—
|
|
|||||
Income (loss) from continuing operations
|
(1,156
|
)
|
|
21,899
|
|
|
15,298
|
|
|
(29,551
|
)
|
|
6,490
|
|
|||||
Income (loss) from operation of discontinued businesses
|
—
|
|
|
—
|
|
|
(11,000
|
)
|
|
—
|
|
|
(11,000
|
)
|
|||||
Provision (benefit) from income taxes
|
—
|
|
|
—
|
|
|
(3,354
|
)
|
|
—
|
|
|
(3,354
|
)
|
|||||
Income (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
(7,646
|
)
|
|
—
|
|
|
(7,646
|
)
|
|||||
Net Income (loss)
|
$
|
(1,156
|
)
|
|
$
|
21,899
|
|
|
$
|
7,652
|
|
|
$
|
(29,551
|
)
|
|
$
|
(1,156
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income (loss)
|
$
|
1,724
|
|
|
$
|
5,448
|
|
|
$
|
8,736
|
|
|
$
|
(14,184
|
)
|
|
$
|
1,724
|
|
($ in thousands)
|
Parent Company
|
|
Guarantor Companies
|
|
Non-Guarantor Companies
|
|
Elimination
|
|
Consolidation
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
903,892
|
|
|
$
|
230,965
|
|
|
$
|
(20,069
|
)
|
|
$
|
1,114,788
|
|
Cost of goods and services
|
—
|
|
|
672,839
|
|
|
160,790
|
|
|
(20,794
|
)
|
|
812,835
|
|
|||||
Gross profit
|
—
|
|
|
231,053
|
|
|
70,175
|
|
|
725
|
|
|
301,953
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling, general and administrative expenses
|
13,940
|
|
|
179,186
|
|
|
51,324
|
|
|
(185
|
)
|
|
244,265
|
|
|||||
Income (loss) from operations
|
(13,940
|
)
|
|
51,867
|
|
|
18,851
|
|
|
910
|
|
|
57,688
|
|
|||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest income (expense), net
|
(13,204
|
)
|
|
(19,379
|
)
|
|
72
|
|
|
—
|
|
|
(32,511
|
)
|
|||||
Loss from debt extinguishment, net
|
(6,690
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,690
|
)
|
|||||
Other, net
|
(515
|
)
|
|
(4,018
|
)
|
|
6,840
|
|
|
(914
|
)
|
|
1,393
|
|
|||||
Total other income (expense)
|
(20,409
|
)
|
|
(23,397
|
)
|
|
6,912
|
|
|
(914
|
)
|
|
(37,808
|
)
|
|||||
Income (loss) before taxes
|
(34,349
|
)
|
|
28,470
|
|
|
25,763
|
|
|
(4
|
)
|
|
19,880
|
|
|||||
Provision (benefit) for income taxes
|
(13,822
|
)
|
|
11,805
|
|
|
10,394
|
|
|
(4
|
)
|
|
8,373
|
|
|||||
Income (loss) before equity in net income of subsidiaries
|
(20,527
|
)
|
|
16,665
|
|
|
15,369
|
|
|
—
|
|
|
11,507
|
|
|||||
Equity in net income (loss) of subsidiaries
|
32,034
|
|
|
15,537
|
|
|
16,665
|
|
|
(64,236
|
)
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
11,507
|
|
|
$
|
32,202
|
|
|
$
|
32,034
|
|
|
$
|
(64,236
|
)
|
|
$
|
11,507
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income (loss)
|
$
|
3,514
|
|
|
$
|
26,804
|
|
|
$
|
37,432
|
|
|
$
|
(64,236
|
)
|
|
$
|
3,514
|
|
($ in thousands)
|
Parent Company
|
|
Guarantor Companies
|
|
Non-Guarantor Companies
|
|
Elimination
|
|
Consolidation
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
881,983
|
|
|
$
|
192,525
|
|
|
$
|
(14,353
|
)
|
|
$
|
1,060,155
|
|
Cost of goods and services
|
—
|
|
|
663,479
|
|
|
131,218
|
|
|
(15,092
|
)
|
|
779,605
|
|
|||||
Gross profit
|
—
|
|
|
218,504
|
|
|
61,307
|
|
|
739
|
|
|
280,550
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling, general and administrative expenses
|
10,309
|
|
|
169,789
|
|
|
45,226
|
|
|
213
|
|
|
225,537
|
|
|||||
Income (loss) from operations
|
(10,309
|
)
|
|
48,715
|
|
|
16,081
|
|
|
526
|
|
|
55,013
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest income (expense), net
|
(13,635
|
)
|
|
(18,258
|
)
|
|
(1,743
|
)
|
|
—
|
|
|
(33,636
|
)
|
|||||
Other, net
|
(735
|
)
|
|
1,816
|
|
|
1,717
|
|
|
(526
|
)
|
|
2,272
|
|
|||||
Total other income (expense)
|
(14,370
|
)
|
|
(16,442
|
)
|
|
(26
|
)
|
|
(526
|
)
|
|
(31,364
|
)
|
|||||
Income (loss) before taxes
|
(24,679
|
)
|
|
32,273
|
|
|
16,055
|
|
|
—
|
|
|
23,649
|
|
|||||
Provision (benefit) for income taxes
|
(7,777
|
)
|
|
11,266
|
|
|
4,917
|
|
|
—
|
|
|
8,406
|
|
|||||
Income (loss) before equity in net income of subsidiaries
|
(16,902
|
)
|
|
21,007
|
|
|
11,138
|
|
|
—
|
|
|
15,243
|
|
|||||
Equity in net income (loss) of subsidiaries
|
24,499
|
|
|
17,696
|
|
|
21,007
|
|
|
(63,202
|
)
|
|
—
|
|
|||||
Income (loss) from continuing operations
|
$
|
7,597
|
|
|
$
|
38,703
|
|
|
$
|
32,145
|
|
|
$
|
(63,202
|
)
|
|
$
|
15,243
|
|
Income (loss) from operations of discontinued businesses
|
—
|
|
|
—
|
|
|
(11,000
|
)
|
|
—
|
|
|
(11,000
|
)
|
|||||
Provision (benefit) from income taxes
|
—
|
|
|
—
|
|
|
(3,354
|
)
|
|
—
|
|
|
(3,354
|
)
|
|||||
Income (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
(7,646
|
)
|
|
—
|
|
|
(7,646
|
)
|
|||||
Net income (loss)
|
$
|
7,597
|
|
|
$
|
38,703
|
|
|
$
|
24,499
|
|
|
$
|
(63,202
|
)
|
|
$
|
7,597
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income (loss)
|
$
|
5,027
|
|
|
$
|
59,017
|
|
|
$
|
4,185
|
|
|
$
|
(63,202
|
)
|
|
$
|
5,027
|
|
($ in thousands)
|
Parent Company
|
|
Guarantor Companies
|
|
Non-Guarantor Companies
|
|
Elimination
|
|
Consolidation
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income (loss)
|
$
|
11,507
|
|
|
$
|
32,202
|
|
|
$
|
32,034
|
|
|
$
|
(64,236
|
)
|
|
$
|
11,507
|
|
Net cash provided by (used in) operating activities:
|
(92,042
|
)
|
|
26,593
|
|
|
4,606
|
|
|
—
|
|
|
(60,843
|
)
|
|||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Acquisition of property, plant and equipment
|
(282
|
)
|
|
(19,982
|
)
|
|
(2,255
|
)
|
|
—
|
|
|
(22,519
|
)
|
|||||
Acquired businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
(10,531
|
)
|
|
—
|
|
|
(10,531
|
)
|
|||||
Proceeds from sale of assets
|
—
|
|
|
292
|
|
|
(2
|
)
|
|
—
|
|
|
290
|
|
|||||
Net cash provided by (used in) investing activities
|
(282
|
)
|
|
(19,690
|
)
|
|
(12,788
|
)
|
|
—
|
|
|
(32,760
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Purchase of shares for treasury
|
(7,479
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,479
|
)
|
|||||
Proceeds from long-term debt
|
1,054,636
|
|
|
—
|
|
|
6,707
|
|
|
—
|
|
|
1,061,343
|
|
|||||
Payments of long-term debt
|
(921,904
|
)
|
|
(1,752
|
)
|
|
(15,415
|
)
|
|
—
|
|
|
(939,071
|
)
|
|||||
Financing costs
|
(13,176
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,176
|
)
|
|||||
Dividends paid
|
(7,349
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,349
|
)
|
|||||
Other, net
|
(4,801
|
)
|
|
(10,839
|
)
|
|
15,723
|
|
|
—
|
|
|
83
|
|
|||||
Net cash provided by (used in) financing activities
|
99,927
|
|
|
(12,591
|
)
|
|
7,015
|
|
|
—
|
|
|
94,351
|
|
|||||
CASH FLOWS FROM DISCONTINUED OPERATIONS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net cash provided by (used) in discontinued operations
|
—
|
|
|
—
|
|
|
(1,994
|
)
|
|
—
|
|
|
(1,994
|
)
|
|||||
Effect of exchange rate changes on cash and equivalents
|
—
|
|
|
(552
|
)
|
|
(1,555
|
)
|
|
—
|
|
|
(2,107
|
)
|
|||||
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS
|
7,603
|
|
|
(6,240
|
)
|
|
(4,716
|
)
|
|
—
|
|
|
(3,353
|
)
|
|||||
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD
|
1,649
|
|
|
25,217
|
|
|
45,511
|
|
|
—
|
|
|
72,377
|
|
|||||
CASH AND EQUIVALENTS AT END OF PERIOD
|
$
|
9,252
|
|
|
$
|
18,977
|
|
|
$
|
40,795
|
|
|
$
|
—
|
|
|
$
|
69,024
|
|
($ in thousands)
|
Parent Company
|
|
Guarantor Companies
|
|
Non-Guarantor Companies
|
|
Elimination
|
|
Consolidation
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income (loss)
|
$
|
7,597
|
|
|
$
|
38,703
|
|
|
$
|
24,499
|
|
|
$
|
(63,202
|
)
|
|
$
|
7,597
|
|
Net (income) loss from discontinued operations
|
—
|
|
|
—
|
|
|
7,646
|
|
|
—
|
|
|
7,646
|
|
|||||
Net cash provided by (used in) operating activities:
|
(77,881
|
)
|
|
24,130
|
|
|
(1,255
|
)
|
|
—
|
|
|
(55,006
|
)
|
|||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Acquisition of property, plant and equipment
|
(210
|
)
|
|
(14,071
|
)
|
|
(3,137
|
)
|
|
—
|
|
|
(17,418
|
)
|
|||||
Acquired businesses, net of cash acquired
|
(9,219
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,219
|
)
|
|||||
Investment purchases
|
(149
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(149
|
)
|
|||||
Insurance payments
|
(10,604
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,604
|
)
|
|||||
Proceeds from sale of assets
|
—
|
|
|
36
|
|
|
26
|
|
|
—
|
|
|
62
|
|
|||||
Net cash provided by (used in) investing activities
|
(20,182
|
)
|
|
(14,035
|
)
|
|
(3,111
|
)
|
|
—
|
|
|
(37,328
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Purchase of shares for treasury
|
(1,478
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,478
|
)
|
|||||
Proceeds from long-term debt
|
130,484
|
|
|
76
|
|
|
12,541
|
|
|
—
|
|
|
143,101
|
|
|||||
Payments of long-term debt
|
(32,419
|
)
|
|
(1,724
|
)
|
|
(14,026
|
)
|
|
—
|
|
|
(48,169
|
)
|
|||||
Contingent consideration for acquired businesses
|
—
|
|
|
—
|
|
|
(1,686
|
)
|
|
—
|
|
|
(1,686
|
)
|
|||||
Financing costs
|
(945
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(945
|
)
|
|||||
Dividends paid
|
(6,847
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,847
|
)
|
|||||
Other, net
|
(1,641
|
)
|
|
7,150
|
|
|
(5,426
|
)
|
|
—
|
|
|
83
|
|
|||||
Net cash provided by (used in) financing activities
|
87,154
|
|
|
5,502
|
|
|
(8,597
|
)
|
|
—
|
|
|
84,059
|
|
|||||
CASH FLOWS FROM DISCONTINUED OPERATIONS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net cash provided by (used in) discontinued operations
|
—
|
|
|
—
|
|
|
(3,438
|
)
|
|
—
|
|
|
(3,438
|
)
|
|||||
Effect of exchange rate changes on cash and equivalents
|
—
|
|
|
(92
|
)
|
|
26
|
|
|
—
|
|
|
(66
|
)
|
|||||
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS
|
(10,909
|
)
|
|
15,505
|
|
|
(16,375
|
)
|
|
—
|
|
|
(11,779
|
)
|
|||||
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD
|
15,976
|
|
|
16,353
|
|
|
37,429
|
|
|
—
|
|
|
69,758
|
|
|||||
CASH AND EQUIVALENTS AT END OF PERIOD
|
$
|
5,067
|
|
|
$
|
31,858
|
|
|
$
|
21,054
|
|
|
$
|
—
|
|
|
$
|
57,979
|
|
•
|
CPP conducts its operations through AMES. Founded in 1774, AMES is the leading North American manufacturer and a global provider of branded consumer and professional tools and products for home storage and organization, landscaping, and enhancing outdoor lifestyles. CPP sells products globally through a portfolio of leading brands including True Temper, AMES, and ClosetMaid.
|
•
|
HBP conducts its operations through Clopay. Founded in 1964, Clopay is the largest manufacturer and marketer of garage doors and rolling steel doors in North America. Residential and commercial sectional garage doors are sold through professional dealers and leading home center retail chains throughout North America under the brands Clopay, Ideal, and Holmes. Rolling steel door and grille products designed for commercial, industrial, institutional, and retail use are sold under the CornellCookson brand.
|
•
|
DE conducts its operations through Telephonics Corporation, founded in 1933, a globally recognized leading provider of highly sophisticated intelligence, surveillance and communications solutions for defense, aerospace and commercial customers.
|
|
For the Three Months Ended March 31,
|
|
For the Six Months Ended March 31,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Income from continuing operations
|
$
|
895
|
|
|
$
|
6,490
|
|
|
$
|
11,507
|
|
|
$
|
15,243
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjusting items:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Restructuring charges
|
3,104
|
|
|
—
|
|
|
9,538
|
|
|
—
|
|
||||
Loss from debt extinguishment
|
6,690
|
|
|
—
|
|
|
6,690
|
|
|
—
|
|
||||
Acquisition costs
|
2,960
|
|
|
—
|
|
|
2,960
|
|
|
—
|
|
||||
Tax impact of above item
|
(2,183
|
)
|
|
—
|
|
|
(4,469
|
)
|
|
—
|
|
||||
Discrete and certain other tax provisions (benefits), net
|
(1,413
|
)
|
|
(97
|
)
|
|
(580
|
)
|
|
370
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjusted income from continuing operations
|
$
|
10,053
|
|
|
$
|
6,393
|
|
|
$
|
25,646
|
|
|
$
|
15,613
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted earnings per common share
|
$
|
0.02
|
|
|
$
|
0.15
|
|
|
$
|
0.26
|
|
|
$
|
0.36
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjusting items, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Restructuring charges
|
0.07
|
|
|
—
|
|
|
0.16
|
|
|
—
|
|
||||
Loss from debt extinguishment
|
0.12
|
|
|
—
|
|
|
0.12
|
|
|
—
|
|
||||
Acquisition costs
|
0.05
|
|
|
—
|
|
|
0.05
|
|
|
—
|
|
||||
Discrete and certain other tax provisions (benefits), net
|
(0.03
|
)
|
|
—
|
|
|
(0.01
|
)
|
|
0.01
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjusted earnings per common share
|
$
|
0.23
|
|
|
$
|
0.15
|
|
|
$
|
0.59
|
|
|
$
|
0.37
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average shares outstanding (in thousands)
|
43,734
|
|
|
42,832
|
|
|
43,826
|
|
|
42,376
|
|
|
For the Three Months Ended March 31,
|
|
For the Six Months Ended March 31,
|
||||||||||||||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||||||||||||||
Revenue
|
$
|
274,912
|
|
|
|
|
|
$
|
287,732
|
|
|
|
|
|
$
|
515,988
|
|
|
|
|
|
$
|
504,206
|
|
|
|
|
Adjusted EBITDA
|
25,027
|
|
|
9.1
|
%
|
|
28,616
|
|
|
9.9
|
%
|
|
46,953
|
|
|
9.1
|
%
|
|
49,181
|
|
|
9.8
|
%
|
||||
Depreciation and amortization
|
8,222
|
|
|
|
|
|
8,184
|
|
|
|
|
|
16,453
|
|
|
|
|
|
15,990
|
|
|
|
|
|
|
Cash Charges
|
|
Non-Cash Charges
|
|
|
|
|
||||||||||||
|
|
Personnel related costs
|
|
Facilities, exit costs and other
|
|
Facility and other
|
|
Total
|
|
Capital Investments
|
||||||||||
Anticipated Charges
|
|
$
|
12,000
|
|
|
$
|
4,000
|
|
|
$
|
19,000
|
|
|
$
|
35,000
|
|
|
$
|
40,000
|
|
Q1 FY2020 Activity
|
|
(2,134
|
)
|
|
(140
|
)
|
|
(4,160
|
)
|
|
(6,434
|
)
|
|
—
|
|
|||||
Q2 FY2020 Activity
|
|
(1,658
|
)
|
|
(914
|
)
|
|
(532
|
)
|
|
(3,104
|
)
|
|
(300
|
)
|
|||||
Total charges
|
|
(3,792
|
)
|
|
(1,054
|
)
|
|
(4,692
|
)
|
|
(9,538
|
)
|
|
(300
|
)
|
|||||
Estimate to Complete
|
|
$
|
8,208
|
|
|
$
|
2,946
|
|
|
$
|
14,308
|
|
|
$
|
25,462
|
|
|
$
|
39,700
|
|
|
For the Three Months Ended March 31,
|
|
For the Six Months Ended March 31,
|
||||||||||||||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||||||||||||||
Revenue
|
$
|
209,829
|
|
|
|
|
|
$
|
186,799
|
|
|
|
|
|
$
|
451,210
|
|
|
|
|
|
$
|
410,094
|
|
|
|
|
Adjusted EBITDA
|
30,635
|
|
|
14.6
|
%
|
|
20,137
|
|
|
10.8
|
%
|
|
71,336
|
|
|
15.8
|
%
|
|
51,432
|
|
|
12.5
|
%
|
||||
Depreciation and amortization
|
4,668
|
|
|
|
|
|
4,548
|
|
|
|
|
|
9,468
|
|
|
|
|
|
9,057
|
|
|
|
|
|
For the Three Months Ended March 31,
|
|
For the Six Months Ended March 31,
|
|||||||||||||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|||||||||||||||||||
Revenue
|
$
|
81,609
|
|
|
|
|
|
$
|
75,102
|
|
|
|
|
|
$
|
147,590
|
|
|
|
|
|
$
|
145,855
|
|
|
|
Adjusted EBITDA
|
4,248
|
|
|
5.2
|
%
|
|
4,936
|
|
|
6.6
|
%
|
|
8,723
|
|
|
5.9
|
%
|
|
9,721
|
|
|
6.7%
|
||||
Depreciation and amortization
|
2,676
|
|
|
|
|
|
2,621
|
|
|
|
|
|
5,320
|
|
|
|
|
|
5,257
|
|
|
|
•
|
The United States Government and its agencies, through either prime or subcontractor relationships, represented 9% of Griffon’s consolidated revenue and 65% of Telephonics’ revenue.
|
•
|
The Home Depot represented 17% of Griffon’s consolidated revenue, 26% of CPP's revenue and 13% of HBP’s revenue.
|
Cash and Equivalents and Debt
|
March 31,
|
|
September 30,
|
||||
(in thousands)
|
2020
|
|
2019
|
||||
Cash and equivalents
|
$
|
69,024
|
|
|
$
|
72,377
|
|
Notes payables and current portion of long-term debt
|
9,470
|
|
|
10,525
|
|
||
Long-term debt, net of current maturities
|
1,216,226
|
|
|
1,093,749
|
|
||
Debt discount/premium and issuance costs
|
16,804
|
|
|
9,857
|
|
||
Total debt
|
1,242,500
|
|
|
1,114,131
|
|
||
Debt, net of cash and equivalents
|
$
|
1,173,476
|
|
|
$
|
1,041,754
|
|
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 (2)
|
|
(d) Maximum Number (or
Approximate Dollar
Value) of Shares (or Units)
That May Yet Be
Purchased Under the
Plans or Programs (2)
|
||||||
January 1 - 31, 2020
|
261,223
|
|
(1)
|
|
$
|
21.90
|
|
|
—
|
|
|
|
|
|
February 1 - 29, 2020
|
|
|
|
|
|
|
—
|
|
|
|
|
|||
March 1 - 31, 2020
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
|
||
Total
|
261,223
|
|
|
|
$
|
21.90
|
|
|
—
|
|
|
$
|
57,955
|
|
1.
|
Shares acquired by the Company from holders of restricted stock upon vesting of the restricted stock, to satisfy tax-withholding obligations of the holders.
|
2.
|
On each of August 3, 2016 and August 1, 2018, the Company’s Board of Directors authorized the repurchase of up to $50,000 of Griffon common stock; as of March 31, 2020, an aggregate of $57,955 remained available for the purchase of Griffon common stock under these repurchase programs. Amount consists of shares purchased by the Company in open market purchases pursuant to such Board authorized stock repurchase program.
|
Item 6
|
Exhibits
|
4.1
|
Indenture, dated as of February 19, 2020, among Griffon Corporation, the Guarantors named on the signature pages thereto and Wells Fargo Bank, National Association, as Trustee (Exhibit 4.1 to the Current Report on Form 8-K filed February 4, 2020 (Commission File No. 1-06620)).
|
|
|
4.2
|
Registration Rights Agreement, dated as of February 19, 2020, by and among Griffon Corporation, the Guarantors party thereto and BofA Securities, Inc., as the Representative of the several Initial Purchasers (Exhibit 4.2 to the Current Report on Form 8-K filed February 4, 2020 (Commission File No. 1-06620)).
|
|
|
31.1
|
|
|
|
31.2
|
|
|
|
32
|
|
|
|
99.1
|
Purchase Agreement, dated as of February 4, 2020, by and among Griffon Corporation, the Guarantors named therein and BofA Securities, Inc., as Representative of the several Initial Purchasers named therein (Exhibit 99.1 to the Current Report on Form 8-K filed February 4, 2020 (Commission File No. 1-06620)).
|
|
|
101.INS
|
XBRL Instance Document
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Document
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definitions Document
|
|
|
101.LAB
|
XBRL Taxonomy Extension Labels Document
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentations Document
|
|
|
|
|
|
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)
|
|
1 Year Griffon Chart |
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