Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Sep. 30, 2015 | Oct. 31, 2015 | Mar. 31, 2015 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | GRIFFON CORP | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --09-30 | ||
Entity Common Stock, Shares Outstanding | 48,159,173 | ||
Entity Public Float | $ 685,000,000 | ||
Amendment Flag | false | ||
Entity Central Index Key | 50,725 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Sep. 30, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2015 | Sep. 30, 2014 |
CURRENT ASSETS | ||
Cash and equivalents | $ 52,001 | $ 92,405 |
Accounts receivable, net of allowances of $5,342 and $7,336 | 218,755 | 258,436 |
Contract costs and recognized income not yet billed, net of progress payments of $16,467 and $16,985 | 103,895 | 109,930 |
Inventories, net | 325,809 | 290,135 |
Prepaid and other current assets | 55,086 | 62,569 |
Assets of discontinued operations | 1,316 | 1,624 |
Total Current Assets | 756,862 | 815,099 |
PROPERTY, PLANT AND EQUIPMENT, net | 379,972 | 370,565 |
GOODWILL | 356,241 | 374,111 |
INTANGIBLE ASSETS, net | 213,837 | 233,623 |
OTHER ASSETS | 22,346 | 13,302 |
ASSETS OF DISCONTINUED OPERATIONS | 2,175 | 2,126 |
Total Assets | 1,731,433 | 1,808,826 |
CURRENT LIABILITIES | ||
Notes payable and current portion of long-term debt | 16,593 | 7,886 |
Accounts payable | 199,811 | 218,703 |
Accrued liabilities | 104,997 | 103,557 |
Liabilities of discontinued operations | 2,229 | 3,282 |
Total Current Liabilities | 323,630 | 333,428 |
LONG-TERM DEBT, net | 826,976 | 791,301 |
OTHER LIABILITIES | 146,923 | 148,240 |
LIABILITIES OF DISCONTINUED OPERATIONS | 3,379 | 3,830 |
Total Liabilities | $ 1,300,908 | $ 1,276,799 |
COMMITMENTS AND CONTINGENCIES | ||
SHAREHOLDERS’ EQUITY | ||
Preferred stock, par value $0.25 per share, authorized 3,000 shares, no shares issued | $ 0 | $ 0 |
Common stock, par value $0.25 per share, authorized 85,000 shares, issued 79,080 shares and 78,484 shares | 19,770 | 19,621 |
Capital in excess of par value | 518,485 | 506,090 |
Retained earnings | 454,548 | 427,913 |
Treasury shares, at cost, 30,737 common shares and 25,335 common shares | (436,559) | (354,216) |
Accumulated other comprehensive loss | (91,188) | (30,064) |
Deferred compensation | (34,531) | (37,317) |
Total Shareholders’ Equity | 430,525 | 532,027 |
Total Liabilities and Shareholders’ Equity | $ 1,731,433 | $ 1,808,826 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2015 | Sep. 30, 2014 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, net allowances | $ 5,342 | $ 7,336 |
Contract costs, net of progress payments | 16,467 | 16,985 |
Debt discount, long term debt | $ (5,594) | $ (9,584) |
Preferred stock, par value (in Dollars per share) | $ 0.25 | $ 0.25 |
Preferred stock, share authorized (in Shares) | 3,000,000 | 3,000,000 |
Preferred stock, shares issued (in Shares) | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.25 | $ 0.25 |
Common stock, share authorized (in Shares) | 85,000,000 | 85,000,000 |
Common stock, shares issued (in Shares) | 79,080,000 | 78,484,000 |
Treasury shares (in Shares) | 30,737,000 | 25,336,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Income Statement [Abstract] | |||
Revenue | $ 2,016,032 | $ 1,991,811 | $ 1,871,327 |
Cost of goods and services | 1,540,254 | 1,532,412 | 1,453,742 |
Gross profit | 475,778 | 459,399 | 417,585 |
Selling, general and administrative expenses | 374,761 | 375,099 | 340,469 |
Restructuring and other related charges | 0 | 6,136 | 13,262 |
Total operating expenses | 374,761 | 381,235 | 353,731 |
Income from operations | 101,017 | 78,164 | 63,854 |
Other income (expense) | |||
Interest expense | (48,173) | (48,447) | (52,520) |
Interest income | 301 | 303 | 353 |
Loss from debt extinguishment | 0 | (38,890) | 0 |
Other, net | 491 | 3,154 | 2,646 |
Total other income (expense) | (47,381) | (83,880) | (49,521) |
Income (loss) before taxes | 53,636 | (5,716) | 14,333 |
Provision (benefit) for income taxes | 19,347 | (5,539) | 7,543 |
Income (loss) from continuing operations | 34,289 | (177) | 6,790 |
Discontinued operations: | |||
Loss from operations of discontinued businesses | 0 | 0 | (4,651) |
Benefit from income taxes | 0 | 0 | 1,628 |
Loss from discontinued operations | 0 | 0 | (3,023) |
Net income (loss) | $ 34,289 | $ (177) | $ 3,767 |
Income (loss) from continuing operations (in Dollars per share) | $ 0.77 | $ 0 | $ 0.12 |
Loss from discontinued operations (in Dollars per share) | 0 | 0 | (0.06) |
Basic earnings (loss) per common share (in Dollars per share) | $ 0.77 | $ 0 | $ 0.07 |
Weighted-average shares outstanding (in Shares) | 44,608 | 49,367 | 54,428 |
Income (loss) from continuing operations (in Dollars per share) | $ 0.73 | $ 0 | $ 0.12 |
Loss from discontinued operations (in Dollars per share) | 0 | 0 | (0.05) |
Diluted earnings (loss) per common share (in Dollars per share) | $ 0.73 | $ 0 | $ 0.07 |
Weighted-average shares outstanding (in Shares) | 46,939 | 49,367 | 56,563 |
Other comprehensive income (loss), net of taxes: | |||
Foreign currency translation adjustments | $ (56,358) | $ (23,933) | $ (3,090) |
Pension and other post retirement plans | (4,326) | (3,914) | 19,310 |
Change in available-for-sale securities | (870) | 870 | 0 |
Gain on cash flow hedge | 430 | 252 | 0 |
Total other comprehensive income (loss), net of taxes | (61,124) | (26,725) | 16,220 |
Comprehensive income (loss) | $ (26,835) | $ (26,902) | $ 19,987 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income (loss) | $ 34,289 | $ (177) | $ 3,767 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Loss from discontinued operations | 0 | 0 | 3,023 |
Depreciation and amortization | 69,800 | 67,396 | 70,748 |
Stock-based compensation | 11,110 | 11,473 | 12,495 |
Asset impairment charges - restructuring | 0 | 191 | 4,316 |
Provision for losses on accounts receivable | 84 | 359 | 1,813 |
Amortization of deferred financing costs and debt discounts | 6,982 | 6,427 | 6,232 |
Loss from debt extinguishment | 0 | 38,890 | 0 |
Deferred income taxes | 2,132 | (5,131) | 5,075 |
(Gain) loss on sale/disposal of assets | (342) | 244 | (498) |
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 | 32,150 | 6,009 | (58,038) |
(Increase) decrease in inventories | (48,356) | (50,461) | 26,887 |
(Increase) decrease in prepaid and other assets | (5,022) | (4,278) | 6,678 |
Increase (decrease) in accounts payable, accrued liabilities and income taxes payable | (27,250) | 21,304 | 652 |
Other changes, net | 560 | 1,055 | 2,533 |
Net cash provided by operating activities | 76,137 | 93,301 | 85,683 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Acquisition of property, plant and equipment | (73,620) | (77,094) | (64,441) |
Acquired business, net of cash acquired | (2,225) | (62,306) | 0 |
Investment sales (purchases) | 8,891 | (8,402) | 0 |
Proceeds from sale of property, plant and equipment | 334 | 552 | 1,573 |
Net cash used in investing activities | (66,620) | (147,250) | (62,868) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from issuance of common stock | 371 | 584 | 0 |
Dividends paid | (7,654) | (6,273) | (5,825) |
Purchase of shares for treasury | (82,343) | (79,614) | (32,521) |
Proceeds from issuance of debt | 233,491 | 691,943 | 303 |
Payments of long-term debt | (187,735) | (603,094) | (16,867) |
Change in short-term borrowings | (365) | (749) | 2,950 |
Financing costs | (1,308) | (11,298) | (833) |
Purchase of ESOP shares | 0 | (20,000) | 0 |
Tax effect from exercise/vesting of equity awards, net | 345 | 273 | 150 |
Other, net | 347 | 298 | 394 |
Net cash used in financing activities | (44,851) | (27,930) | (52,249) |
CASH FLOWS FROM DISCONTINUED OPERATIONS: | |||
Net cash used in operating activities | (918) | (1,528) | (2,090) |
Net cash used in discontinued operations | (918) | (1,528) | (2,090) |
Effect of exchange rate changes on cash and equivalents | (4,152) | (2,318) | 0 |
NET DECREASE IN CASH AND EQUIVALENTS | (40,404) | (85,725) | (31,524) |
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD | 92,405 | 178,130 | 209,654 |
CASH AND EQUIVALENTS AT END OF PERIOD | 52,001 | 92,405 | 178,130 |
Supplemental Disclosure of Cash Flow Information: | |||
Cash paid for interest | 41,580 | 60,246 | 47,243 |
Cash paid for taxes | $ 16,446 | $ 9,626 | $ 15,665 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Capital In Excess Of Par Value [Member] | Retained Earnings [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Deferred Compensation [Member] |
Balance at Sep. 30, 2012 | $ 654,152 | $ 19,127 | $ 482,009 | $ 436,421 | $ (242,081) | $ (19,559) | $ (21,765) |
Balance (in Shares) at Sep. 30, 2012 | 76,509 | 15,621 | |||||
Net income (loss) | 3,767 | 3,767 | |||||
Dividends | 5,825 | 5,825 | |||||
Tax effect from exercise/vesting of equity awards, net | 150 | 150 | |||||
Amortization of deferred compensation | 1,991 | 1,991 | |||||
Common stock acquired | (32,521) | $ (32,521) | |||||
Common stock acquired (in Shares) | 2,906 | ||||||
Equity awards granted, net | (195) | $ 277 | (472) | ||||
Equity awards granted, net (in Shares) | 1,107 | ||||||
ESOP allocation of common stock | 230 | 230 | |||||
Stock-based compensation | 12,495 | 12,495 | |||||
Other comprehensive income (loss), net of taxes | 16,220 | 16,220 | |||||
Balance at Sep. 30, 2013 | 650,464 | $ 19,404 | 494,412 | 434,363 | $ (274,602) | (3,339) | (19,774) |
Balance (in Shares) at Sep. 30, 2013 | 77,616 | 18,527 | |||||
Net income (loss) | (177) | (177) | |||||
Dividends | 6,273 | 6,273 | |||||
Tax effect from exercise/vesting of equity awards, net | 273 | 273 | |||||
Amortization of deferred compensation | 2,457 | 2,457 | |||||
Common stock issued | 584 | $ 11 | 573 | ||||
Common stock issued (in Shares) | 44 | ||||||
Common stock acquired | (79,614) | $ (79,614) | |||||
Common stock acquired (in Shares) | 6,808 | ||||||
Equity awards granted, net | (152) | $ 206 | (358) | ||||
Equity awards granted, net (in Shares) | 824 | ||||||
ESOP purchase of common stock | (20,000) | (20,000) | |||||
ESOP allocation of common stock | (283) | (283) | |||||
Stock-based compensation | 11,473 | 11,473 | |||||
Other comprehensive income (loss), net of taxes | (26,725) | (26,725) | |||||
Balance at Sep. 30, 2014 | 532,027 | $ 19,621 | 506,090 | 427,913 | $ (354,216) | (30,064) | (37,317) |
Balance (in Shares) at Sep. 30, 2014 | 78,484 | 25,335 | |||||
Net income (loss) | 34,289 | 34,289 | |||||
Dividends | 7,654 | 7,654 | |||||
Tax effect from exercise/vesting of equity awards, net | 345 | 345 | |||||
Amortization of deferred compensation | 2,786 | 2,786 | |||||
Common stock issued | 371 | $ 17 | 354 | ||||
Common stock issued (in Shares) | 69 | ||||||
Common stock acquired | (82,343) | $ (82,343) | |||||
Common stock acquired (in Shares) | 5,402 | ||||||
Equity awards granted, net | (252) | $ 132 | (384) | ||||
Equity awards granted, net (in Shares) | 527 | ||||||
ESOP allocation of common stock | 970 | 970 | |||||
Stock-based compensation | 11,110 | 11,110 | |||||
Other comprehensive income (loss), net of taxes | (61,124) | (61,124) | |||||
Balance at Sep. 30, 2015 | $ 430,525 | $ 19,770 | $ 518,485 | $ 454,548 | $ (436,559) | $ (91,188) | $ (34,531) |
Balance (in Shares) at Sep. 30, 2015 | 79,080 | 30,737 |
DESCRIPTION OF BUSINESS AND SUM
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of business Griffon Corporation (the “Company” or “Griffon”) is a diversified management and holding company conducting business through wholly-owned subsidiaries. Griffon oversees the operations of its subsidiaries, allocates resources among them and manages their capital structures. Griffon provides direction and assistance to its subsidiaries in connection with acquisition and growth opportunities as well as in connection with divestitures. In order to further diversify, Griffon also seeks out, evaluates and, when appropriate, will acquire additional businesses that offer potentially attractive returns on capital. Headquartered in New York, N.Y., the Company was founded in 1959 and is incorporated in Delaware. Griffon is listed on the New York Stock Exchange and trades under the symbol GFF. Griffon currently conducts its operations through three reportable segments: • Home & Building Products (“HBP”) consists of two companies, The AMES Companies, Inc. (“AMES”) and Clopay Building Products (“CBP”): ◦ AMES is a global provider of non-powered landscaping products for homeowners and professionals. ◦ CBP is a leading manufacturer and marketer of residential, commercial and industrial garage doors to professional dealers and major home center retail chains. • Telephonics Corporation (“Telephonics”) designs, develops and manufactures high-technology integrated information, communication and sensor system solutions for military and commercial markets worldwide. • Clopay Plastic Products Company (“PPC”) is an international leader in the development and production of embossed, laminated and printed specialty plastic films used in a variety of hygienic, health-care and industrial applications. Consolidation The consolidated financial statements include the accounts of Griffon and all subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The results of operations of acquired businesses are included from the dates of acquisitions. Earnings (Loss) per share Due to rounding, the sum of earnings per share of Continuing operations and Discontinued operations may not equal earnings per share of Net income. Discontinued operations – Installation Services In 2008, as a result of the downturn in the residential housing market, Griffon exited substantially all operating activities of its Installation Services segment which sold, installed and serviced garage doors and openers, fireplaces, floor coverings, cabinetry and a range of related building products, primarily for the new residential housing market. Operating results of substantially all of this segment have been reported as discontinued operations in the Consolidated Statements of Operations and Comprehensive Income (Loss) for all periods presented; Installation Services is excluded from segment reporting. At September 30, 2015 , Griffon’s assets and liabilities for discontinued operations primarily related to income taxes and product liability, warranty and environmental reserves. Reclassifications Certain amounts in prior years have been reclassified to conform to the current year presentation. Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. These estimates may be adjusted due to changes in economic, industry or customer financial conditions, as well as changes in technology or demand. Significant estimates include allowances for doubtful accounts receivable and returns, net realizable value of inventories, restructuring reserves, valuation of goodwill and intangible assets, percentage of completion method of accounting, pension assumptions, useful lives associated with depreciation and amortization of intangible and fixed assets, warranty reserves, sales incentive accruals, stock based compensation assumptions, income taxes and tax valuation reserves, environmental reserves, legal reserves, insurance reserves, the valuation of assets and liabilities of discontinued operations, acquisition assumptions used and the accompanying disclosures. These estimates are based on management’s best knowledge of current events and actions Griffon may undertake in the future. Actual results may ultimately differ from these estimates. Cash and equivalents Griffon considers all highly liquid investments purchased with an initial maturity of three months or less to be cash equivalents. Cash equivalents primarily consist of overnight commercial paper, highly-rated liquid money market funds backed by U.S. Treasury securities and U.S. Agency securities, as well as insured bank deposits. Griffon had cash in non-U.S. bank accounts of approximately $31,700 and $34,500 at September 30, 2015 and 2014 , respectively. Substantially all U.S. cash and equivalents are in excess of FDIC insured limits. Griffon regularly evaluates the financial stability of all institutions and funds that hold its cash and equivalents. Fair value of financial instruments The carrying values of cash and equivalents, accounts receivable, accounts and notes payable and revolving credit debt approximate fair value due to either the short-term nature of such instruments or the fact that the interest rate of the revolving credit debt is based upon current market rates. The fair value hierarchy, as outlined in the applicable accounting guidance, establishes a fair value hierarchy that requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the hierarchy is based on the lowest level of input that is significant to the fair value measurement. The accounting guidance establishes three levels of inputs that may be used to measure fair value, as follows: • 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. The fair values of Griffon’s 2022 senior notes and 2017 4% convertible notes approximated $570,000 and $118,875 , respectively, on September 30, 2015 . Fair values were based upon quoted market prices (level 1 inputs). Insurance contracts with a value of $2,942 at September 30, 2015 are measured and recorded at fair value based upon quoted prices in active markets for similar assets (level 2 inputs) and are included in Other current assets on the consolidated balance sheet. Items Measured at Fair Value on a Recurring Basis At September 30, 2015, trading securities, measured at fair value based on quoted prices in active markets for similar assets (level 2 inputs), with a fair value of $1,374 ( $1,000 cost basis) were included in Prepaid and other current assets on the Consolidated Balance Sheets. During the current year, the Company settled all outstanding available-for-sale securities with proceeds totaling $8,891 and recognized a gain of $489 in Other income, and accordingly, a gain of $870 , net of tax, on available-for-sale securities was reclassified out of Accumulated other comprehensive income (loss) ("AOCI"). At September 30, 2014, available-for-sale securities, measured at fair value based on quoted prices in active markets for the underlying assets (level 1 inputs), and trading securities, measured at fair value based on quoted prices in active markets for similar assets (level 2 inputs), with values of $9,770 ( $8,400 cost basis) and $1,274 ( $1,000 cost basis), respectively, are included in Prepaid and other current assets on the Consolidated Balance Sheets. Unrealized gains and losses, net of deferred taxes, on available-for-sale securities are included in our Consolidated Balance Sheets as a component of AOCI. Realized and unrealized gains and losses on trading securities and realized gains and losses on available-for-sale securities are included in Other income in the Consolidated Statements of Operations and Comprehensive Income (Loss). In the normal course of business, Griffon’s operations are exposed to the effect of changes in foreign currency exchange rates. To manage these risks, Griffon may enter into various derivative contracts such as foreign currency exchange contracts, including forwards and options. During 2015 and 2014, Griffon entered into several such contracts in order to lock into a foreign currency rate for planned settlements of trade and inter-company liabilities payable in USD. At September 30, 2015 and 2014, Griffon had $25,531 and $4,975 of Australian dollar contracts at a weighted average rate of $1.43 and $1.14 , which qualified for hedge accounting. At inception, these hedges were all deemed effective as cash flow hedges with gains and losses related to changes in fair value deferred and recorded in Other comprehensive income (loss) and Prepaid and other current assets, or Accrued liabilities, until settlement. Upon settlement, gains and losses were recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss) in Cost of goods and services. AOCI included deferred gains of $1,049 ( $682 , net of tax) and $386 ( $252 , net of tax) at September 30, 2015 and 2014, respectively. A gain of $1,223 was recorded in COGS during the year ended September 30, 2015 for settled contracts and no contracts settled during the year ended September 30, 2014. At September 30, 2015 , Griffon had $6,500 of Canadian dollar contracts at a weighted average rate of $1.33 . As of September 30, 2014, Griffon had $3,197 of Australian dollar contracts at a weighted average rate of $1.14 . These contracts, which protect both Canadian and Australian operations from currency fluctuations for U.S. dollar based purchases, do not qualify for hedge accounting and a fair value loss of $274 and gain of $141 were recorded in Other assets and to Other income for the outstanding contracts, based on similar contract values (level 2 inputs), for the years ended September 30, 2015 and 2014, respectively. All contracts expire in 30 to 360 days . Pension plan assets with a fair value of $144,625 at September 30, 2015 , are measured and recorded at fair value based upon quoted prices in active markets for identical assets (level 1 inputs) and quoted market prices for similar assets (level 2 inputs). Non-U.S. currency translation Assets and liabilities of non-U.S. subsidiaries, where the functional currency is not the U.S. dollar, have been translated at year-end exchange rates and profit and loss accounts have been translated using weighted average exchange rates. Adjustments resulting from currency translation have been recorded in the equity section of the balance sheet in AOCI as cumulative translation adjustments. Cumulative translation adjustments were a loss of $60,178 and $3,820 at September 30, 2015 and 2014 , respectively. Assets and liabilities of an entity that are denominated in currencies other than that entity’s functional currency are remeasured into the functional currency using period end exchange rates, or historical rates where applicable to certain balances. Gains and losses arising on remeasurements are recorded within the Consolidated Statement of Operations and Comprehensive Income (Loss) as a component of Other income (expense). Revenue recognition Revenue is recognized when the following circumstances are satisfied: a) persuasive evidence of an arrangement exists, b) delivery has occurred, title has transferred or services are rendered, c) price is fixed and determinable and d) collectability is reasonably assured. Goods are sold on terms that transfer title and risk of loss at a specified location. Revenue recognition from product sales occurs when all factors are met, including transfer of title and risk of loss, which occurs either upon shipment or upon receipt by customers at the location specified in the terms of sale. Other than standard product warranty provisions, sales arrangements provide for no other significant post-shipment obligations. From time to time and for certain customers, rebates and other sales incentives, promotional allowances or discounts are offered, typically related to customer purchase volumes, all of which are fixed or determinable and are classified as a reduction of revenue and recorded at the time of sale. Griffon provides for sales returns allowances based upon historical returns experience. Telephonics earns a substantial portion of its revenue as either a prime or subcontractor from contract awards with the U.S. Government, as well as non-U.S. governments and other commercial customers. These formal contracts are typically long-term in nature, usually greater than one year . Revenue and profits from these long-term fixed price contracts are recognized under the percentage-of-completion method of accounting. Revenue and profits on fixed-price contracts that contain engineering as well as production requirements are recorded based on the ratio of total actual incurred costs to date to the total estimated costs for each contract (cost-to-cost method). Using the cost-to-cost method, revenue is recorded at amounts equal to the ratio of actual cumulative costs incurred divided by total estimated costs at completion, multiplied by the total estimated contract revenue, less the cumulative revenue recognized in prior periods. The profit recorded on a contract using this method is equal to the current estimated total profit margin multiplied by the cumulative revenue recognized, less the amount of cumulative profit previously recorded for the contract in prior periods. As this method relies on the substantial use of estimates, these projections may be revised throughout the life of a contract. Components of this formula and ratio that may be estimated include gross profit margin and total costs at completion. The cost performance and estimates to complete on long-term contracts are reviewed, at a minimum, on a quarterly basis, as well as when information becomes available that would necessitate a review of the current estimate. Adjustments to estimates for a contract’s estimated costs at completion and estimated profit or loss often are required as experience is gained, and as more information is obtained, even though the scope of work required under the contract may or may not change, or if contract modifications occur. The impact of such adjustments or changes to estimates is made on a cumulative basis in the period when such information has become known. In 2015, 2014 and 2013, income from operations included net favorable/(unfavorable) catch-up adjustments approximating $(400) , $(400) and $3,400 , respectively. Gross profit is affected by a variety of factors, including the mix of products, systems and services, production efficiencies, price competition and general economic conditions. Revenue and profits on cost-reimbursable type contracts are recognized as allowable costs, and are incurred on the contract at an amount equal to the allowable costs plus the estimated profit on those costs. The estimated profit on a cost-reimbursable contract may be fixed or variable based on the contractual fee arrangement. Incentive and award fees on these contracts are recorded as revenue when the criteria under which they are earned are reasonably assured of being met and can be estimated. For contracts in which anticipated total costs exceed the total expected revenue, an estimated loss is recognized in the period when identifiable. A provision for the entire amount of the estimated loss is recorded on a cumulative basis. The estimated remaining costs to complete loss contracts as of September 30, 2015 was $10,600 and is recorded as a reduction to gross margin on the Consolidated Statements of Operations and Comprehensive Income (Loss). This loss had an immaterial impact on Griffon's Consolidated Financial Statements. Amounts representing contract change orders or claims are included in revenue only when they can be reliably estimated and their realization is probable, and are determined on a percentage-of-completion basis measured by the cost-to-cost method. From time to time, Telephonics may combine contracts if they are negotiated together, have specific requirements to combine, or are otherwise closely related. Contracts are segmented based on customer requirements. Accounts receivable, allowance for doubtful accounts and concentrations of credit risk Accounts receivable is composed principally of trade accounts receivable that arise from the sale of goods or services on account, and is stated at historical cost. A substantial portion of Griffon’s trade receivables are from customers of HBP, of which the largest customer is Home Depot, whose financial condition is dependent on the construction and related retail sectors of the economy. In addition, a significant portion of Griffon’s trade receivables are from one PPC customer, P&G, whose financial condition is dependent on the consumer products and related sectors of the economy. As a percentage of consolidated accounts receivable, U.S. Government related programs were 13% , P&G was 8% and Home Depot was 10% . Griffon performs continuing evaluations of the financial condition of its customers, and although Griffon generally does not require collateral, letters of credit may be required from customers in certain circumstances. Trade receivables are recorded at the stated amount, less allowance for doubtful accounts and, when appropriate, for customer program reserves and cash discounts. The allowance represents estimated uncollectible receivables associated with potential customer defaults on contractual obligations (usually due to customers’ potential insolvency). The allowance for doubtful accounts includes amounts for certain customers where a risk of default has been specifically identified, as well as an amount for customer defaults based on a formula when it is determined the risk of some default is probable and estimable, but cannot yet be associated with specific customers. The provision related to the allowance for doubtful accounts is recorded in Selling, general and administrative ("SG&A") expenses. The Company writes-off accounts receivable when they are deemed to be uncollectible. Customer program reserves and cash discounts are netted against accounts receivable when it is customer practice to reduce invoices for these amounts. The amounts netted against accounts receivable in 2015 and 2014 were $7,507 and $9,295 , respectively. All accounts receivable amounts are expected to be collected in less than one year. The Company does not currently have customers or contracts that prescribe specific retainage provisions. Contract costs and recognized income not yet billed Contract costs and recognized income not yet billed consists of amounts accounted for under the percentage of completion method of accounting, recoverable costs and accrued profit that cannot yet be invoiced under the terms of certain long-term contracts. Amounts will be invoiced when applicable contract terms, such as the achievement of specified milestones or product delivery, are met. At September 30, 2015 and 2014, approximately $16,500 and $8,400 , respectively, of contract costs and recognized income not yet billed were expected to be collected after one year. As of September 30, 2015 and 2014, the unbilled receivable balance included $ 2,800 and $2,200 , respectively, of reserves for contract risk. Inventories Inventories, stated at the lower of cost (first-in, first-out or average) or market, include material, labor and manufacturing overhead costs. Griffon’s businesses typically do not require inventory that is susceptible to becoming obsolete or dated. In general, Telephonics sells products in connection with programs authorized and approved under contracts awarded by the U.S. Government or agencies thereof and in accordance with customer specifications. PPC primarily produces fabricated materials used by customers in the production of their products and these materials are produced against orders from those customers. HBP produces doors and non-powered lawn and garden tools in response to orders from customers of retailers and dealers or based on expected orders, as applicable. Property, plant and equipment Property, plant and equipment includes the historical cost of land, buildings, equipment and significant improvements to existing plant and equipment or, in the case of acquisitions, a fair market value appraisal of such assets completed at the time of acquisition. Expenditures for maintenance, repairs and minor renewals are expensed as incurred. When property or equipment is sold or otherwise disposed of, the related cost and accumulated depreciation is removed from the respective accounts and the gain or loss is recognized. No event or indicator of impairment occurred during the three years ended September 30, 2015, which would require additional impairment testing of property, plant and equipment. Depreciation expense, which includes amortization of assets under capital leases, was $62,144 , $59,488 and $62,911 for the years ended September 30, 2015 , 2014 and 2013 , respectively, and was calculated on a straight-line basis over the estimated useful lives of the assets. Depreciation included in SG&A expenses was $13,009 , $10,815 and $12,733 for the years ended September 30, 2015, 2014 and 2013. The remaining components of depreciation, attributable to manufacturing operations, are included in Cost of goods and services. Estimated useful lives for property, plant and equipment are as follows: buildings and building improvements, 25 to 40 years ; machinery and equipment, 2 to 15 years and leasehold improvements, over the term of the lease or life of the improvement, whichever is shorter. Capitalized interest costs included in Property, plant and equipment were $4,165 , $4,529 and $4,030 for the years ended September 30, 2015 , 2014 and 2013 , respectively. The original cost of fully-depreciated property, plant and equipment remaining in use at September 30, 2015 was approximately $18,146 . Goodwill and indefinite-lived intangibles Goodwill is the excess of the acquisition cost of a business over the fair value of the identifiable net assets acquired. Goodwill is not amortized, but is subject to an annual impairment test unless during an interim period, impairment indicators such as a significant change in the business climate exist. Griffon performed its annual impairment testing of goodwill as of September 30, 2015 . The performance of the test involves a two-step process. The first step involves comparing the fair value of Griffon’s reporting units with the reporting unit’s carrying amount, including goodwill. Griffon generally determines the fair value of its reporting units using the income approach methodology of valuation that includes the present value of expected future cash flows. This method uses market assumptions specific to Griffon’s reporting units. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, Griffon performs the second step of the goodwill impairment test to determine the amount of impairment loss. The second step compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. Griffon defines its reporting units as its three reportable segments: HBP, Telephonics and PPC. HBP consists of two components, AMES and CBP, which due to their similar economic characteristics, are aggregated into one reporting unit for goodwill testing. Griffon used 5 year projections and a 3.0% terminal value to which discount rates between 9% and 10% were applied to calculate each unit’s fair value. To substantiate fair values derived from the income approach methodology of valuation, the implied fair value was reconciled to Griffon’s market capitalization, the results of which supported the implied fair values. Any changes in key assumptions or management judgment with respect to a reporting unit or its prospects, which may result from a decline in Griffon’s stock price, a change in market conditions, market trends, interest rates or other factors outside Griffon’s control, or significant underperformance relative to historical or project future operating results, could result in a significantly different estimate of the fair value of the reporting units, which could result in a future impairment charge (level 3 inputs). Based upon the results of the annual impairment review, it was determined that the fair value of each reporting unit substantially exceeded the carrying value of the assets, as performed under step one, and no impairment existed. Similar to goodwill, Griffon tests indefinite-lived intangible assets at least annually and when indicators of impairment exist. Griffon uses a discounted cash flow method to calculate and compare the fair value of the intangible to its book value. This method uses market assumptions specific to Griffon’s reporting units, which are reasonable and supportable. If the fair value is less than the book value of the indefinite-lived intangibles, an impairment charge would be recognized. There was no impairment related to any goodwill or indefinite-lived intangible at September 30, 2015, 2014 or 2013. Definite-lived long-lived assets Amortizable intangible assets are carried at cost less accumulated amortization. For financial reporting purposes, definite-lived intangible assets are amortized on a straight-line basis over their useful lives, generally eight to twenty-five years . Long-lived assets and certain identifiable intangible assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. There were no indicators of impairment during the three years ending September 30, 2015 . Income taxes Income taxes are accounted for under the liability method. Deferred taxes reflect the tax consequences on future years of differences between the tax basis of assets and liabilities and their financial reporting amounts. The carrying value of Griffon’s deferred tax assets is dependent upon Griffon’s ability to generate sufficient future taxable income in certain tax jurisdictions. Should Griffon determine that it is more likely than not that some portion of the deferred tax assets will not be realized, a valuation allowance against the deferred tax assets would be established in the period such determination was made. Griffon provides for uncertain tax positions and any related interest and penalties based upon Management’s assessment of whether a tax benefit is more likely than not of being sustained upon examination by tax authorities. At September 30, 2015 Griffon believes that it has appropriately accounted for all unrecognized tax benefits. As of September 30, 2015 , 2014 and 2013 , Griffon has recorded unrecognized tax benefits in the amount of $7,851 , $7,906 and $10,520 , respectively. Accrued interest and penalties related to income tax matters are recorded in the provision for income taxes. Research and development costs, shipping and handling costs and advertising costs Research and development costs not recoverable under contractual arrangements are charged to SG&A expense as incurred and amounted to $25,600 , $23,400 and $22,400 in 2015 , 2014 and 2013 , respectively. SG&A expenses include shipping and handling costs of $40,800 in 2015 , $42,400 in 2014 and $39,600 in 2013 and advertising costs, which are expensed as incurred, of $24,000 in 2015 , $24,000 in 2014 and $23,000 in 2013 . Risk, retention and insurance Griffon’s property and casualty insurance programs contain various deductibles that, based on Griffon’s experience, are reasonable and customary for a company of its size and risk profile. Griffon generally maintains deductibles for claims and liabilities related primarily to workers’ compensation, general, product and automobile liability as well as property damage and business interruption losses resulting from certain events. Griffon does not consider any of the deductibles to represent a material risk to Griffon. Griffon accrues for claim exposures that are probable of occurrence and can be reasonably estimated. Insurance is maintained to transfer risk beyond the level of self-retention and provides protection on both an individual claim and annual aggregate basis. Pension benefits Griffon sponsors defined and supplemental benefit pension plans for certain retired employees. Annual amounts relating to these plans are recorded based on actuarial projections, which include various actuarial assumptions, including discount rates, assumed rates of return, compensation increases and turnover rates. Actuarial assumptions used to determine pension liabilities, assets and expense are reviewed annually and modified based on current economic conditions and trends. The expected return on plan assets is determined based on the nature of the plan's investments and expectations for long-term rates of return. The discount rate used to measure obligations is based on a corporate bond spot-rate yield curve that matches projected future benefit payments, with the appropriate spot rate applicable to the timing of the projected future benefit payments. Assumptions used in determining Griffon’s obligations under the defined benefit pension plans are believed to be reasonable, based on experience and advice from independent actuaries; however, differences in actual experience or changes in assumptions may materially impact Griffon’s financial position or results of operations. All of the defined benefit plans are frozen and have ceased accruing benefits. Newly issued but not yet effective accounting pronouncements In May 2014, the FASB issued guidance on revenue from contracts with customers. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. Other major provisions include capitalization of certain contract costs, consideration of time value of money in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved, in certain circumstances. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity's contracts with customers. This guidance permits the use of either the retrospective or cumulative effect transition method and is effective for the Company beginning in 2019; early adoption is permitted beginning in 2018. We have not yet selected a transition method and are currently evaluating the impact of the guidance on the Company's financial condition, results of operations and related disclosures. In August 2014, the FASB issued guidance on management's responsibility in evaluating whether there is substantial doubt about a company's ability to continue as a going concern and related footnote disclosures. Management will be required to evaluate, at each reporting period, whether there are conditions or events that raise substantial doubt about a company's ability to continue as a going concern within one year from the date the financial statements are issued. This guidance is effective prospectively for annual and interim reporting period beginning in 2017; implementation of this guidance is not expected to have a material effect on the Company’s financial condition or results of operations. Recently issued effective accounting pro |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS Griffon accounts for acquisitions under the acquisition method, in which assets acquired and liabilities assumed are recorded at fair value as of the date of acquisition using a method substantially similar to the good impairment test methodology (level 3 inputs). The operating results of the acquired companies are included in Griffon’s consolidated financial statements from the date of acquisition. On April 16, 2015, AMES acquired the assets of an operational wood mill in Champion, PA from the Babcock Lumber Company for $2,225 . The purchase price was preliminarily allocated to property, plant and equipment. The wood mill secures wood supplies, lowers overall production costs and mitigates risk associated with manufacturing handles for wheelbarrows and long-handled tools. On May 21, 2014, AMES acquired the Australian Garden and Tools business of Illinois Tool Works, Inc. (“Cyclone”) for approximately $40,000 . Cyclone, which was integrated with AMES, offers a full range of quality garden and hand tool products sold under various leading brand names including Cyclone®, Nylex® and Trojan®, designed to meet the requirements of both the Do-it-Yourself and professional trade segments. SG&A expenses included $2,363 of related acquisition costs in 2014. On December 31, 2013, AMES acquired Northcote Pottery™ (“Northcote”), founded in 1897 and a leading brand in the Australian outdoor planter and decor market, for approximately $22,000 . Northcote complements Southern Patio®, acquired in 2011, and adds to AMES’ existing lawn and garden operations in Australia. SG&A expenses included $798 of related acquisition costs in 2014. The accounts of the acquired companies, after adjustment to reflect fair market values (level 3 inputs), have been included in the consolidated financial statements from the date of acquisition; in each instance, acquired inventory was not significant. Cyclone Northcote Total Current Assets and Other, net of cash acquired $ 21,116 $ 7,398 $ 28,514 PP&E 488 1,385 1,873 Goodwill 13,587 11,254 24,841 Amortizable intangible assets 11,608 6,098 17,706 Indefinite life intangible assets 3,548 3,121 6,669 Total assets acquired $ 50,347 $ 29,256 $ 79,603 Total liabilities assumed (10,822 ) (7,475 ) $ (18,297 ) Net assets acquired $ 39,525 $ 21,781 $ 61,306 The amounts assigned to major intangible asset classifications, none of which are tax deductible, are as follows: Cyclone Northcote Total Amortization Goodwill $ 13,587 $ 11,254 $ 24,841 N/A Trade names 3,548 3,121 6,669 Indefinite Customer relationships 11,608 6,098 17,706 25 $ 28,743 $ 20,473 $ 49,216 |
INVENTORIES
INVENTORIES | 12 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES The following table details the components of inventory: At September 30, At September 30, Raw materials and supplies $ 91,973 $ 75,560 Work in process 70,811 67,866 Finished goods 163,025 146,709 Total $ 325,809 $ 290,135 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | PROPERTY, PLANT AND EQUIPMENT The following table details the components of property, plant and equipment, net: At September 30, At September 30, Land, building and building improvements $ 131,546 $ 127,714 Machinery and equipment 747,194 720,417 Leasehold improvements 47,465 42,852 926,205 890,983 Accumulated depreciation and amortization (546,233 ) (520,418 ) Total $ 379,972 $ 370,565 |
GOODWILL AND OTHER INTANGIBLES
GOODWILL AND OTHER INTANGIBLES | 12 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLES | GOODWILL AND OTHER INTANGIBLES The following table provides changes in carrying value of goodwill by segment through the year ended September 30, 2015 : At September 30, Goodwill from 2014 acquisitions Other adjustments including currency translations September 30, Other adjustments including currency translations September 30, Home & Building Products $ 266,531 $ 24,841 $ (711 ) $ 290,661 $ (4,836 ) $ 285,825 Telephonics 18,545 — — 18,545 — 18,545 PPC 69,383 — (4,478 ) 64,905 (13,034 ) 51,871 Total $ 354,459 $ 24,841 $ (5,189 ) $ 374,111 $ (17,870 ) $ 356,241 The following table provides the gross carrying value and accumulated amortization for each major class of intangible asset: At September 30, 2015 At September 30, 2014 Gross Carrying Amount Accumulated Amortization Average Life (Years) Gross Carrying Amount Accumulated Amortization Customer relationships $ 168,560 $ 39,755 25 $ 180,282 $ 35,280 Unpatented technology 6,107 3,525 12.5 6,500 3,313 Total amortizable intangible assets 174,667 43,280 186,782 38,593 Trademarks 82,450 — 85,434 — Total intangible assets $ 257,117 $ 43,280 $ 272,216 $ 38,593 Amortization expense for intangible assets subject to amortization was $7,656 , $7,908 and $7,837 for the years ended September 30, 2015 , 2014 and 2013 , respectively. Amortization expense for each of the next five years and thereafter, based on current intangible balances and classifications, is estimated as follows: 2016 - $7,602 ; 2017 - $7,541 ; 2018 - $7,390 ; 2019 - $7,272 and 2020 - $6,793 ; thereafter - $94,789 . No event or indicator or impairment occurred during the current year, which would require impairment testing of long-lived intangible assets including goodwill. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Sep. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | DISCONTINUED OPERATIONS In 2008, as a result of the downturn in the residential housing market, Griffon exited substantially all operating activities of its Installation Services segment which sold, installed and serviced garage doors and openers, fireplaces, floor coverings, cabinetry and a range of related building products, primarily for the new residential housing market. In 2008, Griffon sold eleven units, closed one unit and merged two units into CBP. Griffon substantially concluded its remaining disposal activities in 2009. Installation Services operating results have been reported as discontinued operations in the Consolidated Statements of Operations and Comprehensive Income (Loss) for all periods presented; Installation Services is excluded from segment reporting. There was no reported revenue in 2015, 2014 and 2013. In 2013, the Company recorded a $4,651 charge to discontinued operations increasing environmental and casualty insurance reserves. A portion of this charge relates to ongoing and potential future homeowner association claims related to the Installation Services business; claims experience has been greater than anticipated when reserves were initially established in 2008. The adjustment to environmental reserves relates to changes in status of and approach to cleanup requirements for businesses that were discontinued several years ago. At September 30, 2015 , Griffon’s assets and liabilities for discontinued operations primarily related to income taxes and product liability, warranty and environmental reserves. The following amounts related primarily to the Installation Services segment have been segregated from Griffon’s continuing operations and are reported as assets and liabilities of discontinued operations in the consolidated balance sheets: At September 30, At September 30, Assets of discontinued operations: Prepaid and other current assets $ 1,316 $ 1,624 Other long-term assets 2,175 2,126 Total assets of discontinued operations $ 3,491 $ 3,750 Liabilities of discontinued operations: Accrued liabilities, current $ 2,229 $ 3,282 Other long-term liabilities 3,379 3,830 Total liabilities of discontinued operations $ 5,608 $ 7,112 |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 12 Months Ended |
Sep. 30, 2015 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | ACCRUED LIABILITIES The following table details the components of accrued liabilities: At September 30, At September 30, Compensation $ 53,805 $ 57,860 Interest 3,395 3,400 Warranties and rebates 6,501 6,950 Insurance 12,401 9,010 Rent, utilities and freight 2,094 1,653 Income and other taxes 12,105 6,446 Marketing and advertising 1,809 1,650 Restructuring 481 5,228 Other 12,406 11,360 Total $ 104,997 $ 103,557 |
RESTRUCTURING AND OTHER RELATED
RESTRUCTURING AND OTHER RELATED CHARGES | 12 Months Ended |
Sep. 30, 2015 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING AND OTHER RELATED CHARGES | RESTRUCTURING AND OTHER RELATED CHARGES During 2014, Telephonics recognized $4,244 in restructuring costs in connection with the closure of its Swedish facility and restructuring of operations, a voluntary early retirement plan and a reduction in force aimed at improving efficiency by combining functions and responsibilities, resulting in the elimination of 80 positions. In January 2013, AMES undertook to close certain of its U.S. manufacturing facilities and consolidate affected operations primarily into its Camp Hill and Carlisle, PA locations. The actions, completed at the end of the 2015 first quarter, improved manufacturing and distribution efficiencies, allow for in-sourcing of certain production currently performed by third party suppliers, and improved material flow and absorption of fixed costs. Since January 2013, AMES incurred pre-tax restructuring and related exit costs approximating $7,941 , comprised of cash charges of $4,016 and non-cash, asset-related charges of $3,925 ; the cash charges included $2,622 for one-time termination benefits and other personnel-related costs and $1,394 for facility exit costs. AMES had $19,964 of capital expenditures since January 2013. In 2014 and 2013 , HBP recognized $1,892 and $7,739 , respectively, of restructuring and other related exit costs. In 2014 and 2013 , restructuring and other related charges primarily related to one-time termination benefits, facility costs, other personnel costs and asset impairment charges related to the AMES' plant consolidation initiative and, in 2013, CBP's consolidation of its Auburn, Washington facility into its Russia, Ohio facility. Over a three year period from 2012, HBP headcount was reduced by 206 as a result of these actions. During 2013 , PPC Europe undertook to exit low margin businesses and eliminate approximately 80 positions, resulting in a restructuring cash charge of $4,773 . These actions were essentially complete at September 30, 2013. During 2013 , Telephonics recognized $750 of restructuring charges in connection with voluntary early retirement plan offerings and other costs related to changes in organizational structure and facilities; such charges were primarily personnel-related, reducing headcount by 185 employees since 2012. A summary of the restructuring and other related charges included in the line item “Restructuring and other related charges” in the Consolidated Statements of Operations recognized for 2013 and 2014 were as follows: Workforce Reduction Facilities & Exit Costs Other Related Costs Non-cash Facility and Other Total Amounts incurred in the year ended: September 30, 2013 $ 5,649 $ 1,668 $ 1,629 $ 4,316 $ 13,262 September 30, 2014 5,382 548 206 — 6,136 In 2015, no restructuring and other related charges were incurred. The activity in the restructuring accrual recorded in Accrued liabilities consisted of the following: Workforce Reduction Facilities & Exit Costs Other Related Costs Total Accrued liability at September 30, 2013 $ 3,057 $ 393 $ 407 $ 3,857 Charges 5,382 548 206 6,136 Payments (3,211 ) (941 ) (613 ) (4,765 ) Accrued liability at September 30, 2014 $ 5,228 $ — $ — $ 5,228 Payments (4,747 ) — — (4,747 ) Accrued liability at September 30, 2015 $ 481 $ — $ — $ 481 |
WARRANTY LIABILITY
WARRANTY LIABILITY | 12 Months Ended |
Sep. 30, 2015 | |
Product Warranties Disclosures [Abstract] | |
WARRANTY LIABILITY | WARRANTY LIABILITY Telephonics offers warranties against product defects for periods generally ranging from one to two years , depending on the specific product and terms of the customer purchase agreement. Typical warranties require Telephonics to repair or replace the defective products during the warranty period at no cost to the customer. At the time revenue is recognized, Griffon records a liability for warranty costs, estimated based on historical experience, and periodically assesses its warranty obligations and adjusts the liability as necessary. AMES offers an express limited warranty for a period of ninety days on all products unless otherwise stated on the product or packaging from the date of original purchase. Changes in Griffon’s warranty liability, included in Accrued liabilities, were as follows: Years Ended September 30, 2015 2014 Balance, beginning of period $ 4,934 $ 6,649 Warranties issued and changes in estimated pre-existing warranties 5,790 2,379 Actual warranty costs incurred (5,968 ) (4,094 ) Balance, end of period $ 4,756 $ 4,934 |
NOTES PAYABLE, CAPITALIZED LEAS
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT | 12 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT | NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT The present value of the net minimum payments on capitalized leases as of September 30, 2015 was follows: At September 30, Total minimum lease payments $ 10,970 Less amount representing interest payments (2,176 ) Present value of net minimum lease payments 8,794 Current portion (1,575 ) Capitalized lease obligation, less current portion $ 7,219 Minimum payments under capital leases for the next five years are as follows: $2,399 in 2016 , $2,067 in 2017 , $1,891 in 2018 , $1,501 in 2019 , $1,495 in 2020 and $1,617 thereafter. Included in the consolidated balance sheet at September 30, 2015 under Property, plant and equipment, are costs and accumulated depreciation subject to capitalized leases of $17,314 and $8,520 , respectively, and included in Other assets are deferred interest charges of $156 . Included in the consolidated balance sheet at September 30, 2014 , under Property, plant and equipment are costs and accumulated depreciation subject to capitalized leases of $16,446 and $6,755 , respectively, and included in Other assets are deferred interest charges of $181 . Amortization expense was $1,905 , $1,579 , and $1,605 in 2015 , 2014 and 2013 , respectively. In October 2006, a subsidiary of Griffon entered into a capital lease totaling $14,290 for real estate it occupies in Troy, Ohio. Approximately $10,000 was used to acquire the building and the remaining amount was used for improvements. 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. Debt at September 30, 2015 and 2014 consisted of the following: At September 30, 2015 Outstanding Balance Original Issuer Discount Capitalized Fees & Expenses Balance Sheet Coupon Interest Rate Senior note due 2022 (a) $ 600,000 $ — $ (8,264 ) $ 591,736 5.25 % Revolver due 2020 (b) 35,000 — (2,049 ) 32,951 n/a Convert. debt due 2017 (c) 100,000 (5,594 ) (571 ) 93,835 4.00 % Real estate mortgages (d) 32,280 — (470 ) 31,810 n/a ESOP Loans (e) 36,744 — (224 ) 36,520 n/a Capital lease - real estate (f) 7,524 — (156 ) 7,368 5.00 % Non U.S. lines of credit (g) 8,934 (3 ) 8,931 n/a Non U.S. term loans (g) 39,142 — (299 ) 38,843 n/a Other long term debt (h) 1,575 — — 1,575 n/a Totals 861,199 (5,594 ) (12,036 ) 843,569 less: Current portion (16,593 ) — — (16,593 ) Long-term debt $ 844,606 $ (5,594 ) $ (12,036 ) $ 826,976 At September 30, 2014 Outstanding Balance Original Issuer Discount Capitalized Balance Sheet Coupon Interest Rate Senior notes due 2022 (a) $ 600,000 $ — $ (9,553 ) $ 590,447 5.25 % Revolver due 2020 (b) 25,000 — (2,009 ) 22,991 n/a Convert. debt due 2017 (c) 100,000 (9,584 ) (1,034 ) 89,382 4.00 % Real estate mortgages (d) 16,388 — (576 ) 15,812 n/a ESOP Loans (e) 38,946 — (262 ) 38,684 n/a Capital lease - real estate (f) 8,551 — (181 ) 8,370 5.00 % Non U.S. lines of credit (g) 3,306 — — 3,306 n/a Non U.S. term loans (g) 28,470 — (161 ) 28,309 n/a Other long term debt (h) 1,910 — (24 ) 1,886 Totals 822,571 (9,584 ) (13,800 ) 799,187 less: Current portion (7,886 ) — — (7,886 ) Long-term debt $ 814,685 $ (9,584 ) $ (13,800 ) $ 791,301 Interest expense consists of the following for the years ended September 30, 2015 , 2014 and 2013 . Year Ended September 30, 2015 Effective Interest Rate Cash Interest Amort. Debt Discount Amort. Deferred Cost & Other Fees Total Interest Expense Senior notes due 2022 (a) 5.46 % 31,500 — 1,289 32,789 Revolver due 2018 (b) n/a 2,301 — 520 2,821 Convert. debt due 2017 (c) 9.1 % 4,000 3,989 444 8,433 Real estate mortgages (d) 3.8 % 468 — 576 1,044 ESOP Loans (e) 2.9 % 1,025 — 69 1,094 Capital lease - real estate (f) 5.3 % 405 — 25 430 Non U.S. lines of credit (g) n/a 661 — — 661 Non U.S. term loans (g) n/a 1,335 — 57 1,392 Other long term debt (h) n/a 166 13 179 Capitalized interest (670 ) (670 ) Totals $ 41,191 $ 3,989 $ 2,993 $ 48,173 Year Ended September 30, 2014 Effective Interest Rate Cash Interest Amort. Debt Discount Amort. Deferred Cost & Other Fees Total Interest Expense Senior notes due 2018 (a) 7.4 % $ 15,930 $ — $ 667 $ 16,597 Senior notes due 2022 (a) 5.25 % 18,550 — 759 19,309 Revolver due 2018 (b) n/a 1,094 — 570 1,664 Convert. debt due 2017 (c) 9.1 % 4,000 3,662 443 8,105 Real estate mortgages (d) 3.9 % 500 — 144 644 ESOP Loans (e) 2.8 % 747 — 54 801 Capital lease - real estate (f) 5.3 % 456 — 25 481 Non U.S. lines of credit (g) n/a 919 — 27 946 Non U.S. term loan (g) n/a 847 — 36 883 Other long term debt (h) 70 — 40 110 Capitalized interest (1,093 ) — — (1,093 ) Totals 42,020 3,662 2,765 48,447 Year Ended September 30, 2013 Effective Interest Rate Cash Interest Amort. Debt Discount Amort. Deferred Cost & Other Fees Total Interest Expense Senior notes due 2018 (a) 7.4 % $ 39,188 $ — $ 1,626 $ 40,814 Revolver due 2016 (b) n/a 785 — 582 1,367 Convert. debt due 2017 (c) 9.1 % 4,000 3,361 443 7,804 Real estate mortgages (d) 4.9 % 538 — 86 624 ESOP Loans (e) 2.9 % 628 — 8 636 Capital lease - real estate (f) 5.3 % 504 — 25 529 Non U.S. lines of credit (g) n/a 520 — — 520 Non U.S. term loans (g) n/a 216 — 14 230 Other long term debt (h) 553 — — 553 Term loan due 2013 3.9 % 271 — 87 358 Revolver due 2013 0.5 % 68 — — 68 Capitalized interest (983 ) — — (983 ) Totals $ 46,288 $ 3,361 $ 2,871 $ 52,520 Minimum payments under debt agreements for the next five years are as follows: $7,886 in 2016 , $33,332 in 2017 , $4,531 in 2018 , $104,442 in 2019 , $57,402 in 2020 and $614,978 thereafter. (a) On February 27, 2014, in an unregistered offering through a private placement under Rule 144A, Griffon issued, at par, $600,000 of 5.25% Senior Notes due in 2022 (“Senior Notes”); interest is payable semi-annually on March 1 and September 1. Proceeds from the Senior Notes were used to redeem $550,000 of 7.125% senior notes due 2018, to pay a call and tender offer premium of $31,530 and to make interest payments of $16,716 , with the balance used to pay a portion of the related transaction fees and expenses. In connection with the issuance of the Senior Notes, all obligations under the $550,000 of 7.125% senior notes due in 2018 were discharged. The Senior Notes are senior unsecured obligations of Griffon guaranteed by certain domestic subsidiaries, and subject to certain covenants, limitations and restrictions. On June 18, 2014, Griffon exchanged all of the Senior Notes for substantially identical Senior Notes registered under the Securities Act of 1933 via an exchange offer. The fair value of Senior Notes approximated $570,000 on September 30, 2014 based upon quoted market prices (level 1 inputs). In connection with these transactions, Griffon capitalized $10,313 of underwriting fees and other expenses incurred related to the issuance and exchange of the Senior Notes, which will amortize over the term of such notes. Griffon recognized a loss on the early extinguishment of debt on the 7.125% senior notes aggregating $38,890 , comprised of the $31,530 tender offer premium, the write-off of $6,574 of remaining deferred financing fees and $786 of prepaid interest on defeased notes. (b) On March 13, 2015, Griffon amended its Revolving Credit Facility (“Credit Agreement”) to increase the credit facility from $225,000 to $250,000 , extend its maturity from March 28, 2019 to March 13, 2020, and modify certain other provisions of the facility. The facility includes a letter sub-facility with a limit of $50,000 (decreased from $60,000 ), and a multi-currency sub-facility of $50,000 . The Credit Agreement provides for same day borrowings of base rate loans in lieu of a swing line sub-facility. Borrowings under the Credit Agreement may be repaid and re-borrowed at any time, subject to final maturity of the facility, or the occurrence or event of default under the Credit Agreement. Interest is payable on borrowings at either a LIBOR or base rate benchmark rate, in each case without a floor, plus an applicable margin, which adjusts based on financial performance. Current margins are 1.00% for base rate loans and 2.00% 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. The Credit Agreement also has a minimum liquidity covenant that requires cash and available borrowings under the Credit Agreement in the aggregate to equal or exceed $100 million during the six month period prior to maturity of the 2017 Notes (which mature on January 15, 2017); such covenant will no longer apply after payment in full of the 2017 Notes. 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 each of 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 ranks pari passu with the lien granted on such assets under the Credit Agreement; see footnote (d) below). At September 30, 2015 , outstanding borrowings and standby letters of credit were $35,000 and $16,938 , respectively, under the Credit Agreement; $198,062 was available for borrowing at that date. (c) On December 21, 2009, Griffon issued $100,000 principal of 4% convertible subordinated notes due 2017 (the “2017 Notes”). The current conversion rate of the 2017 Notes is 69.3811 shares of Griffon’s common stock per $1 principal amount of notes, corresponding to a conversion price of $14.41 per share. Prior to July 15, 2016, if for at least 20 trading days out of the last 30 trading days during any fiscal quarter the closing price of Griffon's common stock is 130% or greater than the conversion price on each such trading day, then at any time during the immediately subsequent fiscal quarter any holder has the option to convert such holder's notes (and the Company is required to notify the trustee under the notes, and the holders of the notes, that this condition to conversion has been met). At any time on or after July 15, 2016, any holder has the option to convert such holder's notes into shares of Griffon common stock. Griffon has the intent and ability to settle the principal component of any conversion of notes in cash. When a cash dividend is declared that would result in an adjustment to the conversion ratio of less than 1% , any adjustment to the conversion ratio is deferred until the first to occur of (i) actual conversion; (ii) the 42nd trading day prior to maturity of the notes; and (iii) such time as the cumulative adjustment equals or exceeds 1% . As of September 30, 2015 , aggregate dividends since the last conversion price adjustment of $0.08 per share would have resulted in an adjustment to the conversion ratio of approximately 0.48% . At both September 30, 2015 and 2014 , the 2017 Notes had a capital in excess of par component, net of tax, of $15,720 . The fair value of the 2017 Notes approximated $118,875 on September 30, 2015 based upon quoted market prices (level 1 inputs). These notes are classified as long term debt as Griffon has the intent and ability to refinance the principal amount of the notes, including with borrowings under the Credit Agreement. (d) In September 2015, Griffon entered into a $32,280 mortgage loan secured by four properties occupied by Griffon's subsidiaries, refinancing two existing real estate mortgages and providing new mortgages on two existing real estate properties. The loans mature in September 2025 , are collateralized by the specific properties financed and are guaranteed by Griffon. The loans bear interest at a rate of LIBOR plus 1.50% . (e) In December 2013, Griffon’s Employee Stock Ownership Plan (“ESOP”) entered into an agreement that refinanced the two existing ESOP loans into one new Term Loan in the amount of $21,098 (the "Agreement"). The Agreement also provided for a Line Note with $10,000 available to purchase shares of Griffon common stock in the open market. In July 2014, Griffon's ESOP entered into an amendment of the existing Agreement which provided an additional $10,000 Line Note available to purchase shares in the open market. During 2014, the Line Notes were combined with the Term Loan to form one new Term Loan. The Term Loan bears interest at LIBOR plus 2.38% or the lender’s prime rate, at Griffon’s option. The Term Loan requires quarterly principal payments of $551 , with a balloon payment of approximately $30,137 due at maturity on December 31, 2018. During 2014, 1,591,117 shares of Griffon common stock, for a total of $20,000 , or $12.57 per share, were purchased with proceeds from the Line Notes. 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. (g) In September 2015, Clopay Europe GMBH (“Clopay Europe”) entered into a EUR 5,000 ( $5,599 as of September 30, 2015) revolving credit facility and a EUR 15,000 ( $16,795 as of September 30, 2015) 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 November 2016, but is renewable upon mutual agreement with the bank. The revolving credit facility accrues interest at EURIBOR plus 1.75% per annum ( 1.75% at September 30, 2015). 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 15 million and the revolver had no borrowings outstanding at September 30, 2015 . 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). Clopay do Brasil maintains lines of credit of approximately R $12,800 ( $3,222 as of September 30, 2015). Interest on borrowings accrues at a rate of Brazilian CDI plus 6.0% ( 20.13% at September 30, 2015 ). As of September 30, 2015 , there was approximately R $7,652 ( $1,926 as of September 30, 2015) borrowed under the lines borrowed under the lines. PPC guarantees the loan and lines. In November 2012, Garant G.P. (“Garant”) entered into a CAD 15,000 revolving credit facility. The facility accrues interest at LIBOR (USD) or the Bankers Acceptance Rate (CDN) plus 1.3% per annum ( 1.63% LIBOR USD and 2.03% Bankers Acceptance Rate CDN as of September 30, 2015 ). The revolving facility matures in October 2016. Garant is required to maintain a certain minimum equity. As of September 30, 2015 , there were CAD 7,481 ( $5,606 as of September 30, 2015) borrowed under the revolving credit facility with CAD 6,307 ( $4,726 as of September 30, 2015) available for borrowing. In December 2013 and May 2014, Northcote Holdings Pty Ltd entered into two unsecured term loans in the outstanding amounts of AUD 12,500 and AUD 20,000 . The AUD 12,500 term loan requires quarterly interest payments with principal due upon maturity in December 2016. The AUD 20,000 term loan requires quarterly principal payments of AUD 625 , with a balloon payment due upon maturity in May 2017. The loans accrue interest at Bank Bill Swap Bid Rate “BBSY” plus 2.8% per annum ( 4.98% at September 30, 2015 for each loan). As of September 30, 2015 , Griffon had an outstanding combined balance of AUD 31,874 ( $22,347 as of September 30, 2015) on the term loans, net of issuance costs. Subsidiaries of Northcote Holdings Pty Ltd also maintain two lines of credit of AUD 3,000 and AUD 5,000 ( $2,103 and $3,506 , respectively, as of September 30, 2015), which accrue interest at BBSY plus 2.25% per annum ( 4.43% at September 30, 2015 ) and 2.50% per annum ( 4.68% at September 30, 2015), respectively. As of September 30, 2015, there was AUD 2,000 ( $1,402 as of September 30, 2015) in outstanding borrowings under the lines. Griffon Corporation guarantees the term loans and the AUD 3,000 line of credit; the assets of a subsidiary of Northcote Holdings Pty Ltd secures the AUD 5,000 line of credit. (h) Other long-term debt primarily consists of capital leases. At September 30, 2015 , Griffon and its subsidiaries were in compliance with the terms and covenants of its credit and loan agreements. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Sep. 30, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS Griffon offers defined contribution plans to most of its U.S. employees. In addition to employee contributions to the plans, Griffon makes contributions based upon various percentages of compensation and/or employee contributions, which were $7,988 in 2015 , $8,207 in 2014 and $6,950 in 2013 . The Company also provides healthcare and life insurance benefits for certain groups of retirees through several plans. For certain employees, the benefits are at fixed amounts per retiree and are partially contributory by the retiree. The post-retirement benefit obligation was $2,035 and $1,990 as of September 30, 2015 and 2014 . The accumulated other comprehensive income (loss) for these plans was $(97) and ($38) as of September 30, 2015 and 2014 , respectively, and the 2015 and 2014 benefit expense was $58 and $59 , respectively. It is the Company’s practice to fund these benefits as incurred. Griffon also has qualified and non-qualified defined benefit plans covering certain employees with benefits based on years of service and employee compensation. Over time, these amounts will be recognized as part of net periodic pension costs in the Consolidated Statements of Operations and Comprehensive Income (Loss). Griffon is responsible for overseeing the management of the investments of the qualified defined benefit plan and uses the services of an investment manager to manage these assets based on agreed upon risk profiles. The primary objective of the qualified defined benefit plan is to secure participant retirement benefits. As such, the key objective in this plan’s financial management is to promote stability and, to the extent appropriate, growth in the funded status. Financial objectives are established in conjunction with a review of current and projected plan financial requirements. The fair values of a majority of the plan assets were determined by the plans’ trustee using quoted market prices for identical instruments (level 1 inputs) as of September 30, 2015 and 2014 . The fair value of various other investments was determined by the plan’s trustee using direct observable market corroborated inputs, including quoted market prices for similar assets (level 2 inputs). There were no pension assets measured using level 3 inputs. Effective January 1, 2012, the Clopay Pension Plan merged with the Ames True Temper Inc. Pension Plan. The merged qualified defined benefit plan was named the Clopay Ames Pension Plan (the “Clopay AMES Plan”). The Clopay portion of the Clopay AMES Plan has been frozen to new entrants since December 2000. Certain employees who were part of the plan prior to December 2000 continued to accrue a service benefit through December 2010, at which time all plan participants stopped accruing service benefits. The AMES portion of the Clopay AMES Plan has been frozen to all new entrants since November 2009 and stopped accruing benefits in December 2009. The AMES supplemental executive retirement plan was frozen to new entrants and participants in the plan stopped accruing benefits in 2008. In 2014, the company contributed €1,300 (U.S. $1,776 ), which equaled the net balance sheet liability, in settlement of all remaining obligations for a non-U.S. pension liability. There were no gains or losses recorded for this settlement. In 2013, SG&A expenses included a $2,142 pension settlement loss resulting from the lump-sum buyout of certain participant’s balances in the Company’s defined benefit plan. The buyouts, funded by the pension plan, reduced the Company’s net pension liability at September 30, 2013 by $3,472 and increased Accumulated Other Comprehensive Income (Loss) by $3,649 at that date. Griffon uses judgment to establish the assumptions used in determining the future liability of the plan, as well as the investment returns on the plan assets. The expected return on assets assumption used for pension expense was developed through analysis of historical market returns, current market conditions and past experience of plan investments. The long-term rate of return assumption represents the expected average rate of earnings on the funds invested, or to be invested, to provide for the benefits included in the benefit obligations. The assumption is based on several factors including historical market index returns, the anticipated long-term asset allocation of plan assets and the historical return. The discount rate assumption is determined by developing a yield curve based on high quality bonds with maturities matching the plans’ expected benefit payment stream. The plans’ expected cash flows are then discounted by the resulting year-by-year spot rates. A 10% change in the discount rate, average wage increase or return on assets would not have a material effect on the financial statements of Griffon. Net periodic costs (benefits) were as follows: Defined Benefits for the Years Ended September 30, Supplemental Benefits for the Years Ended September 30, 2015 2014 2013 2015 2014 2013 Net periodic (benefits) costs: Service cost $ — $ 22 $ 165 $ — $ — $ 35 Interest cost 7,526 8,205 7,977 1,302 1,497 1,344 Expected return on plan assets (11,728 ) (11,309 ) (11,869 ) — — — Recognition of settlement — — 2,142 — — — Amortization of: Prior service costs 1 1 6 16 14 14 Actuarial loss 1,008 885 1,795 1,157 1,034 1,288 Total net periodic (benefits) costs $ (3,193 ) $ (2,196 ) $ 216 $ 2,475 $ 2,545 $ 2,681 The tax benefits in 2015 , 2014 and 2013 for the amortization of pension costs in Other comprehensive income (loss) were $764 , $677 and $1,086 , respectively. The estimated net actuarial loss and prior service cost that will be amortized from AOCI into Net periodic pension cost during 2016 is $2,746 and $20 , respectively. The weighted-average assumptions used in determining the net periodic (benefits) costs were as follows: Defined Benefits for the Years Ended September 30, Supplemental Benefits for the Years Ended September 30, 2015 2014 2013 2015 2014 2013 Discount rate 3.98 % 4.49 % 3.67 % 3.50 % 4.09 % 3.40 % Average wage increase — % 0.15 % 0.11 % — % — % 4.87 % Expected return on assets 8.00 % 8.00 % 7.80 % — — — Plan assets and benefit obligation of the defined and supplemental benefit plans were as follows: Defined Benefits at September 30, Supplemental Benefits at September 30, 2015 2014 2015 2014 Change in benefit obligation: Benefit obligation at beginning of fiscal year $ 194,327 $ 195,961 $ 38,207 $ 38,674 Benefits earned during the year — 22 — — Interest cost 7,526 8,205 1,302 1,497 Plan participant contributions — 3 — — Benefits paid (10,300 ) (10,359 ) (4,082 ) (4,083 ) Benefits paid - settlement — — — — Plan settlement — (9,780 ) — — Effect of foreign currency — 37 — — Actuarial (gain) loss (6,707 ) 10,238 1,878 2,119 Actuarial gain - settlement — — — — Benefit obligation at end of fiscal year 184,846 194,327 37,305 38,207 Change in plan assets: Fair value of plan assets at beginning of fiscal year 154,966 153,731 — — Actual return on plan assets (1,711 ) 12,830 — — Plan participant contributions — 3 — — Company contributions 1,670 7,433 4,082 4,083 Effect of foreign currency — 26 — — Benefits paid (10,300 ) (10,359 ) (4,082 ) (4,083 ) Benefits paid - settlement — — — — Plan settlement — (8,698 ) Fair value of plan assets at end of fiscal year 144,625 154,966 — — Projected benefit obligation in excess of plan assets $ (40,221 ) $ (39,361 ) $ (37,305 ) $ (38,207 ) Amounts recognized in the statement of financial position consist of: Accrued liabilities $ — $ — $ (4,056 ) $ (4,058 ) Other liabilities (long-term) (40,221 ) (39,361 ) (33,249 ) (34,149 ) Total Liabilities (40,221 ) (39,361 ) (37,305 ) (38,207 ) Net actuarial losses 29,158 23,433 21,139 20,420 Prior service cost 2 2 71 85 Deferred taxes (10,206 ) (8,202 ) (7,423 ) (7,177 ) Total Accumulated other comprehensive loss, net of tax 18,954 15,233 13,787 13,328 Net amount recognized at September 30, $ (21,267 ) $ (24,128 ) $ (23,518 ) $ (24,879 ) Accumulated benefit obligations $ 184,846 $ 194,327 $ 37,305 $ 38,207 Information for plans with accumulated benefit obligations in excess of plan assets: ABO $ 184,846 $ 194,327 $ 37,305 $ 38,207 PBO 184,846 194,327 37,305 38,207 Fair value of plan assets 144,625 154,966 — — The weighted-average assumptions used in determining the benefit obligations were as follows: Defined Benefits at September 30, Supplemental Benefits at September 30, 2015 2014 2015 2014 Weighted average discount rate 3.94 % 3.98 % 3.52 % 3.60 % Weighted average wage increase — % — % — % — % The actual and weighted-average asset allocation for qualified benefit plans were as follows: At September 30, 2015 2014 Target Equity securities 52.7 % 56.4 % 63.0 % Fixed income 41.0 % 38.1 % 37.0 % Other 6.3 % 5.5 % — % Total 100.0 % 100.0 % 100.0 % Estimated future benefit payments to retirees, which reflect expected future service, are as follows: For the years ending September 30, Defined Benefits Supplemental Benefits 2016 $ 10,618 $ 4,056 2017 10,665 3,997 2018 10,717 3,717 2019 10,804 3,550 2020 10,948 3,376 2021 through 2025 55,693 13,992 During 2016, Griffon expects to contribute $4,056 in payments related to Supplemental Benefits that will be funded from the general assets of Griffon. Griffon does not expect to make any contributions to the Defined Benefit plan in 2016 . The Clopay AMES Plan is covered by the Pension Protection Act of 2006. The Adjusted Funding Target Attainment Percent for the plan as of January 1, 2015 was 102.3% . Since the plan was in excess of the 80% funding threshold there were no plan restrictions. The expected level of 2016 catch up contributions is $0 . The following is a description of the valuation methodologies used for plan assets measured at fair value: Short-term investment funds – The fair value is determined using the Net Asset Value (“NAV”) provided by the administrator of the fund. The NAV is based on the value of the underlying assets owned by the fund, minus its liabilities, and then divided by the number of shares outstanding. The NAV is a quoted price in a market that is not active and is primarily classified as Level 2. These investments can be liquidated on demand. Government and agency securities – When quoted market prices are available in an active market, the investments are classified as Level 1. When quoted market prices are not available in an active market, the investments are classified as Level 2. Equity securities – The fair values reflect the closing price reported on a major market where the individual mutual fund securities are traded in equity securities. These investments are classified within Level 1 of the valuation hierarchy. Debt securities – The fair values are based on a compilation of primarily observable market information or a broker quote in a non-active market where the individual mutual fund securities are invested in debt securities. These investments are primarily classified within Level 2 of the valuation hierarchy. Commingled funds – The fair values are determined using NAV provided by the administrator of the fund. The NAV is based on the value of the underlying assets owned by the trust/entity, minus its liabilities, and then divided by the number of shares outstanding. These investments are generally classified within Level 2 of the valuation hierarchy and can be liquidated on demand. Interest in limited partnerships and hedge funds - One limited partnership investment is a private equity fund and the fair value is determined by the fund managers based on the estimated value of the various holdings of the fund portfolio. These investments are classified within Level 2 of the valuation hierarchy. The following table presents the fair values of Griffon’s pension and post-retirement plan assets by asset category: At September 30, 2015 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Cash and equivalents $ 1,370 $ — $ — $ 1,370 Short-term investment funds — — — — Government agency securities — — — — Debt instruments 14,291 — — 14,291 Equity securities 44,742 — — 44,742 Commingled funds — 78,490 — 78,490 Limited partnerships and hedge fund investments — 5,732 — 5,732 Total $ 60,403 $ 84,222 $ — $ 144,625 At September 30, 2014 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Cash and equivalents $ 2,912 $ — $ — $ 2,912 Short-term investment funds — — — — Government agency securities — — — — Debt instruments 29,447 — — 29,447 Equity securities 45,870 — — 45,870 Commingled funds — 72,722 — 72,722 Insurance contracts Limited partnerships and hedge fund investments — 4,015 — 4,015 Total $ 78,229 $ 76,737 $ — $ 154,966 Griffon has an ESOP that covers substantially all domestic employees. All U.S. employees of Griffon, who are not members of a collective bargaining unit, automatically become eligible to participate in the plan on the October 1 st following completion of one year of service. Securities are allocated to participants’ individual accounts based on the proportion of each participant’s aggregate compensation (not to exceed $265 for the plan year ended September 30, 2015 ), to the total of all participants’ compensation. Shares of the ESOP which have been allocated to employee accounts are charged to expense based on the fair value of the shares transferred and are treated as outstanding in determining earnings per share. Dividends paid on shares held by the ESOP are used to offset debt service on ESOP Loans. Dividends paid on shares held in participant accounts are utilized to allocate shares from the aggregate number of shares to be released, equal in value to those dividends, based on the closing price of Griffon common stock on the dividend payment date. Compensation expense under the ESOP was $3,400 in 2015 , $2,447 in 2014 and $2,015 in 2013 . The cost of the shares held by the ESOP and not yet allocated to employees is reported as a reduction of Shareholders’ Equity. The fair value of the unallocated ESOP shares as of September 30, 2015 and 2014 based on the closing stock price of Griffon’s stock was $47,907 and $37,372 , respectively. The ESOP shares were as follows: At September 30, 2015 2014 Allocated shares 2,479,776 2,406,941 Unallocated shares 3,037,831 3,281,095 5,517,607 5,688,036 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Income taxes have been based on the following components of Income before taxes and discontinued operations: For the Years Ended September 30, 2015 2014 2013 Domestic $ 54,515 $ (14,682 ) $ 16,083 Non-U.S. (879 ) 8,966 (1,750 ) $ 53,636 $ (5,716 ) $ 14,333 Provision (benefit) for income taxes on income from continuing operations was comprised of the following: For the Years Ended September 30, 2015 2014 2013 Current $ 17,215 $ (408 ) $ 2,468 Deferred 2,132 (5,131 ) 5,075 Total $ 19,347 $ (5,539 ) $ 7,543 U.S. Federal $ 16,937 $ (6,486 ) $ 5,807 State and local 3,215 (291 ) 2,915 Non-U.S. (805 ) 1,238 (1,179 ) Total provision $ 19,347 $ (5,539 ) $ 7,543 Griffon’s Income tax provision (benefit) included benefits of ($517) in 2015 , ($4,429) in 2014 , and ($3,209) in 2013 reflecting the reversal of previously recorded tax liabilities primarily due to the resolution of various tax audits and the closing of certain statutes for prior years’ tax returns. Differences between the effective income tax rate applied to Income from continuing operations and U.S. Federal income statutory rate were as follows: For the Years Ended September 30, 2015 2014 2013 U.S. Federal income tax provision (benefit) rate 35.0 % (35.0 )% 35.0 % State and local taxes, net of Federal benefit 4.9 % 17.5 % 2.8 % Non-U.S. taxes (4.0 )% (35.8 )% 5.3 % Change in tax contingency reserves 0.3 % (36.0 )% (10.9 )% Repatriation of foreign earnings 0.9 % 4.7 % (8.3 )% U.S. Valuation allowance (1.1 )% 4.5 % 10.1 % Non-deductible/non-taxable items, net (0.7 )% (3.4 )% 11.6 % Research credits (0.5 )% (3.9 )% (7.4 )% Deferred tax impact of state rate change — % (4.5 )% 15.0 % Other 1.3 % (5.0 )% (0.6 )% Effective tax provision (benefit) rate 36.1 % (96.9 )% 52.6 % The tax effect of temporary differences that give rise to future deferred tax assets and liabilities are as follows: At September 30, 2015 2014 Deferred tax assets: Bad debt reserves $ 2,083 $ 2,639 Inventory reserves 7,482 7,578 Deferred compensation (equity compensation and defined benefit plans) 38,169 35,683 Compensation benefits 6,186 4,662 Insurance reserve 3,079 3,336 Restructuring reserve 122 911 Warranty reserve 2,288 2,286 Net operating loss 24,089 32,512 Tax credits 6,704 6,378 Other reserves and accruals 5,206 4,164 95,408 100,149 Valuation allowance (10,462 ) (15,649 ) Total deferred tax assets 84,946 84,500 Deferred tax liabilities: Deferred income (7,432 ) (11,091 ) Goodwill and intangibles (72,645 ) (72,086 ) Property, plant and equipment (35,382 ) (34,302 ) Interest (2,053 ) (3,582 ) Other (102 ) (927 ) Total deferred tax liabilities (117,614 ) (121,988 ) Net deferred tax liabilities $ (32,668 ) $ (37,488 ) The decrease in the valuation allowance of $5,187 is primarily the result of operational improvements and other business strategies that increase profitability in a foreign jurisdiction. The components of the net deferred tax liability, by balance sheet account, were as follows: At September 30, 2015 2014 Prepaid and other current assets $ 14,827 $ 13,982 Other assets 9,571 872 Current liabilities (3,793 ) (2 ) Other liabilities (54,409 ) (53,798 ) Assets of discontinued operations 1,136 1,458 Net deferred liability $ (32,668 ) $ (37,488 ) At both September 30, 2015 and 2014 , Griffon has not recorded deferred income taxes on the undistributed earnings of its non-U.S. subsidiaries because of management’s ability and intent to indefinitely reinvest such earnings outside the U.S. At September 30, 2015 , Griffon’s share of the undistributed earnings of the non-U.S. subsidiaries amounted to approximately $64,534 . It is not practicable to estimate the amount of deferred tax liability related to investments in these foreign subsidiaries. At September 30, 2015 and 2014 , Griffon had loss carryforwards for non-U.S. tax purposes of $68,591 and $78,692 , respectively. The non-U.S. loss carryforwards are available for carryforward indefinitely. At September 30, 2015 and 2014 , Griffon had state and local loss carryforwards of $7,882 and $7,905 , respectively, which expire in varying amounts through 2035 . At September 30, 2015, Griffon had no federal loss carryforwards. At September 30, 2014, Griffon had federal loss carryforwards of $11,036 which were available for carryforward through 2034. At September 30, 2015 and 2014 , Griffon had federal tax credit carryforwards of $6,223 and $6,087 , respectively, which expire beginning in 2017 . Griffon files U.S. Federal, state and local tax returns, as well as applicable returns in Germany, Canada, Brazil, Australia, Ireland and other non-U.S. jurisdictions. Griffon’s U.S. Federal income tax returns are no longer subject to income tax examination for years before 2011, the German income tax returns are no longer subject to income tax examination for years through 2010 and major U.S. state and other non-U.S. jurisdictions are no longer subject to income tax examinations for years before 2005. Various U.S. state and non-U.S. statutory tax audits are currently underway. The following is a roll forward of unrecognized tax benefits: Balance at September 30, 2013 $ 10,520 Additions based on tax positions related to the current year 848 Additions based on tax positions related to prior years 531 Reductions based on tax positions related to prior years (2,549 ) Lapse of Statutes (1,204 ) Settlements (240 ) Balance at September 30, 2014 7,906 Additions based on tax positions related to the current year 645 Reductions based on tax positions related to prior years (252 ) Lapse of Statutes (448 ) Balance at Balance at September 30, 2015 $ 7,851 If recognized, the amount of potential tax benefits that would impact Griffon’s effective tax rate is $4,579 . Griffon recognizes potential accrued interest and penalties related to unrecognized tax benefits in income tax expense. At September 30, 2015 and 2014 , the combined amount of accrued interest and penalties related to tax positions taken or to be taken on Griffon’s tax returns and recorded as part of the reserves for uncertain tax positions was $655 and $754 , respectively. Griffon cannot reasonably estimate the extent to which existing liabilities for uncertain tax positions may increase or decrease within the next twelve months as a result of the progression of ongoing tax audits or other events. Griffon believes that it has adequately provided for all open tax years by tax jurisdiction. |
STOCKHOLDERS' EQUITY AND EQUITY
STOCKHOLDERS' EQUITY AND EQUITY COMPENSATION | 12 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS’ EQUITY AND EQUITY COMPENSATION | STOCKHOLDERS’ EQUITY AND EQUITY COMPENSATION During 2015 , 2014 and 2013, the Company declared and paid dividends totaling $0.16 per share, $0.12 per share and $0.10 per share, respectively. The Company currently intends to pay dividends each quarter; however, payment of dividends is determined by the Board of Directors at its discretion based on various factors, and no assurance can be provided as to the payment of future dividends. In February 2011, shareholders approved the Griffon Corporation 2011 Equity Incentive Plan (“Incentive Plan”) under which awards of performance shares, performance units, stock options, stock appreciation rights, restricted shares, deferred shares and other stock-based awards may be granted. On January 30, 2014, shareholders approved an amendment and restatement of the Incentive Plan (as amended, the “Incentive Plan”), which, among other things, added 1,200,000 shares to the Incentive Plan. Options granted under the Incentive Plan may be either “incentive stock options” or nonqualified stock options, generally expire ten years after the date of grant and are granted at an exercise price of not less than 100% of the fair market value at the date of grant. The maximum number of shares of common stock available for award under the Incentive Plan is 4,200,000 ( 600,000 of which may be issued as incentive stock options) plus any shares underlying awards outstanding on the effective date of the Incentive Plan under the 2006 Incentive Plan that are subsequently cancelled or forfeited. As of September 30, 2015 , 420,206 shares were available for grant. All grants outstanding under the Griffon Corporation 2001 Stock Option Plan, 2006 Equity Incentive Plan and Outside Director Stock Award Plan will continue under their terms; no additional awards will be granted under such plans. Compensation expense for restricted stock and restricted stock units ("RSUs") is recognized ratably over the required service period based on the fair value of the grant, calculated as the number of shares (or RSUs) granted multiplied by the stock price on date of grant, and for performance shares (or performance RSUs), the likelihood of achieving the performance criteria. Compensation cost related to stock-based awards with graded vesting, generally over a period of three to four years , is recognized using the straight-line attribution method and recorded within Selling, general and administrative expenses. The following table summarizes the Company’s compensation expense relating to all stock-based incentive plans: For the Years Ended September 30, 2015 2014 2013 Pre-tax compensation expense $ 11,110 $ 11,473 $ 12,495 Tax benefit (4,000 ) (3,224 ) (3,068 ) Total stock-based compensation expense, net of tax $ 7,110 $ 8,249 $ 9,427 All stock options were fully vested at September 30, 2012. A summary of stock option activity for the year ended September 30, 2015 is as follows: Options Shares Weighted Average Exercise Price Weighted Average Contractual Term (Years) Aggregated Outstanding and Exercisable at September 30, 2014 582,485 20.23 Exercised (5,000 ) 17.23 Forfeited/Expired (152,035 ) 18.56 Outstanding and Exercisable at September 30, 2015 425,450 20.86 2.6 $ 6 Options Outstanding & Exercisable Range of Exercises Prices Shares Weighted Average Exercise Price Weighted Average Contractual Term (Years) $14.78 6,000 $ 14.78 1.8 $20.00 350,000 20.00 3.0 $21.88 6,000 21.88 0.9 $26.06 63,450 26.06 0.6 Totals 425,450 A summary of restricted stock activity, inclusive of restricted stock units, for the year ended September 30, 2015 , is as follows: Shares Weighted Average Grant- Date Fair Value Unvested at September 30, 2014 3,207,318 11.63 Granted 687,506 13.05 Vested (372,374 ) 9.58 Forfeited (122,415 ) 12.27 Unvested at September 30, 2015 3,400,035 12.01 The fair value of restricted stock which vested during the year ended September 30, 2015, 2014, and 2013 was $5,068 , $14,058 and $13,270 , respectively. During 2015, Griffon granted 687,506 restricted stock awards with vesting periods of three years, 604,715 of which are subject to certain performance conditions, with a total fair value of $7,706 and a weighted average fair value of $12.74 per share. Unrecognized compensation expense related to non-vested shares of restricted stock was $13,054 at September 30, 2015 and will be recognized over a weighted average vesting period of 1.6 years. At September 30, 2015 , a total of approximately 4,245,700 shares of Griffon’s authorized Common Stock were reserved for issuance in connection with stock compensation plans. In each of August 2011, May 2014, March 2015 and July 2015, Griffon’s Board of Directors authorized the repurchase of up to $50,000 of Griffon’s outstanding common stock. Under these repurchase programs, the Company may purchase shares of its common stock, depending upon market conditions, in open market or privately negotiated transactions, including pursuant to a 10b5-1 plan. Shares repurchased are recorded at cost. During 2013, Griffon purchased 2,369,786 shares of common stock under the August 2011 program for a total of $26,285 , or $11.09 per share. During 2014, Griffon purchased 1,906,631 shares of common stock under the August 2011 and May 2014 repurchase programs, for a total of $23,167 or $12.15 per share. During 2015, Griffon purchased 5,311,915 shares of common stock under the May 2014 and March 2015 programs, for a total of $80,934 , or $15.24 per share. Since August 2011, Griffon has repurchased 16,751,221 shares of common stock, for a total of $203,132 or $12.13 per share under Board authorized share repurchase programs (which repurchases included exhausting the remaining availability under a Board authorized repurchase program that was in existence prior to 2011). This included the repurchase of 12,306,777 shares on the open market, as well as the December 10, 2013 repurchase of 4,444,444 shares from GS Direct for $50,000 , or $11.25 per share. At September 30, 2015, an aggregate of $57,926 remains under Griffon's May 2015 and July 2015 Board authorized repurchase programs. In addition to the repurchases under Board authorized programs, during 2015 , 89,488 shares, with a market value of $1,409 , or $15.74 per share, were withheld to settle employee taxes due upon the vesting of restricted stock. On December 10, 2013, Griffon repurchased 4,444,444 shares of its common stock for $50,000 from GS Direct, L.L.C. (“GS Direct”), an affiliate of The Goldman Sachs Group, Inc. The repurchase was effected in a private transaction at a per share price of $11.25 , an approximate 9.2% discount to the stock’s closing price on November 12, 2013, the day before announcement of the transaction. The transaction was exclusive of the Company´s August 2011, $50,000 authorized share repurchase program. After closing the transaction, GS Direct continued to hold approximately 5.56 million shares (approximately 10% of the shares outstanding at such time) of Griffon’s common stock. Subject to certain exceptions, if GS Direct intends to sell its remaining shares of Griffon common stock at any time prior to December 31, 2016, it will first negotiate in good faith to sell such shares to the Company. During 2014, Griffon’s Board of Directors authorized the ESOP to purchase up to $20,000 of Griffon’s outstanding common stock, depending upon market conditions, in open market or privately negotiated transactions, including pursuant to a 10b5-1 plan. During 2014, the ESOP purchased 1,591,117 shares of common stock, for a total of $20,000 or $12.57 per share. In connection with the Northcote acquisition, Griffon entered into certain retention arrangements with Northcote management. Under these arrangements, on January 10, 2014, Griffon issued 44,476 shares of common stock to Northcote management for an aggregate purchase price of $584 or $13.13 per share, and for each share of common stock purchased, Northcote management received one restricted stock unit (included in the detail in the prior paragraph), that vests in three equal installments over three years , subject to the attainment of specified performance criteria. |
COMMITMENTS AND CONTINGENT LIAB
COMMITMENTS AND CONTINGENT LIABILITIES | 12 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENT LIABILITIES | COMMITMENTS AND CONTINGENT LIABILITIES Operating leases Griffon rents real property and equipment under operating leases expiring at various dates. Most of the real property leases have escalation clauses related to increases in real property taxes. Rent expense for all operating leases totaled approximately $29,556 , $27,784 and $22,265 in 2015 , 2014 and 2013 , respectively. Aggregate future minimum lease payments for operating leases at September 30, 2015 are $186,213 in 2016 , $69,419 in 2017 , $17,666 in 2018 , $14,609 in 2019 , $10,005 in 2020 and $9,294 thereafter. Legal and environmental Department of Environmental Conservation of New York State (“DEC”), with ISC Properties, Inc. Lightron Corporation (“Lightron”), a wholly-owned subsidiary of Griffon, once conducted operations at a location in Peekskill in the Town of Cortlandt, New York (the “Peekskill Site”) owned by ISC Properties, Inc. (“ISC”), a wholly-owned subsidiary of Griffon. ISC sold the Peekskill Site in November 1982. Subsequently, Griffon was advised by the DEC that random sampling at the Peekskill Site and in a creek near the Peekskill Site indicated concentrations of solvents and other chemicals common to Lightron’s prior plating operations. ISC then entered into a consent order with the DEC in 1996 (the “Consent Order”) to perform a remedial investigation and prepare a feasibility study. After completing the initial remedial investigation pursuant to the Consent Order, ISC was required by the DEC, and did accordingly conduct over the next several years, supplemental remedial investigations, including soil vapor investigations, under the Consent Order. In April 2009, the DEC advised ISC’s representatives that both the DEC and the New York State Department of Health had reviewed and accepted an August 2007 Remedial Investigation Report and an Additional Data Collection Summary Report dated January 30, 2009. With the acceptance of these reports, ISC completed the remedial investigation required under the Consent Order and was authorized, accordingly, by the DEC to conduct the Feasibility Study required by the Consent Order. Pursuant to the requirements of the Consent Order and its obligations thereunder, ISC, without acknowledging any responsibility to perform any remediation at the Site, submitted to the DEC in August 2009, a draft feasibility study which recommended for the soil, groundwater and sediment medias, remediation alternatives having a current net capital cost value, in the aggregate, of approximately $5,000 . In February 2011, DEC advised ISC it has accepted and approved the feasibility study. Accordingly, ISC has no further obligations under the consent order. Upon acceptance of the feasibility study, DEC issued a Proposed Remedial Action Plan (“PRAP”) that sets forth the proposed remedy for the site. The PRAP accepted the recommendation contained in the feasibility study for remediation of the soil and groundwater medias, but selected a different remediation alternative for the sediment medium. The approximate cost and the current net capital cost value of the remedy proposed by DEC in the PRAP is approximately $10,000 . After receiving public comments on the PRAP, the DEC issued a Record of Decision (“ROD”) that set forth the specific remedies selected and responded to public comments. The remedies selected by the DEC in the ROD are the same remedies as those set forth in the PRAP. It is now expected that DEC will enter into negotiations with potentially responsible parties to request they undertake performance of the remedies selected in the ROD, and if such parties do not agree to implement such remedies, then the State may use State Superfund money to remediate the Peekskill site and seek recovery of costs from such parties. Griffon does not acknowledge any responsibility to perform any remediation at the Peekskill Site. Improper Advertisement Claim involving Union Tools ® Products. Since December 2004, a customer of AMES has been named in various litigation matters relating to certain Union Tools products. The plaintiffs in those litigation matters have asserted causes of action against the customer of AMES for improper advertisement to end consumers. The allegations suggest that advertisements led the consumers to believe that Union Tools’ hand tools were wholly manufactured within boundaries of the United States. The complaints assert various causes of action against the customer of AMES under federal and state law, including common law fraud. At some point, likely once the litigation against the customer of AMES ends, the customer may seek indemnity (including recovery of its legal fees and costs) against AMES for an unspecified amount. Presently, AMES cannot estimate the amount of loss, if any, if the customer were to seek legal recourse against AMES. Union Fork and Hoe, Frankfort, NY site. The former Union Fork and Hoe property in Frankfort NY was acquired by Ames in 2006 as part of a larger acquisition, and has historic site contamination involving chlorinated solvents, petroleum hydrocarbons and metals. AMES has entered into an Order on Consent with the New York State Department of Environmental Conservation. While the Order is without admission or finding of liability or acknowledgment that there has been a release of hazardous substances at the site, AMES is required to perform a remedial investigation of certain portions of the property and to recommend a remediation option. At the conclusion of the remediation phase to the satisfaction of the DEC, the DEC will issue a Certificate of Completion. AMES has performed significant investigative and remedial activities in the last few years under work plans approved by the DEC, and the DEC recently approved the final remedial investigation report. AMES is now required to submit a Feasibility Study investigating four remedial options, and expects to do so by March 31, 2016. The DEC is expected to issue a Record of Decision approving the selection of a remedial alternative by July 31, 2016. Implementation of the selected remedial alternative is expected to occur in 2016 to 2017. AMES has a number of defenses to liability in this matter, including its rights under a Consent Judgment entered into between the DEC and a predecessor of AMES relating to the site. U.S. Government investigations and claims Defense contracts and subcontracts, including Griffon’s contracts and subcontracts, are subject to audit and review by various agencies and instrumentalities of the United States government, including among others, the Defense Contract Audit Agency (“DCAA”), the Defense Criminal Investigative Service (“DCIS”), and the Department of Justice ("DOJ") which has responsibility for asserting claims on behalf of the U.S. government. In addition to ongoing audits, pursuant to an administrative subpoena Griffon is currently providing information to the U.S. Department of Defense Office of the Inspector General and the DOJ. No claim has been asserted against Griffon in connection with this matter, and Griffon is unaware of any material financial exposure in connection with the inquiry. In general, departments and agencies of the U.S. Government have the authority to investigate various transactions and operations of Griffon, and the results of such investigations may lead to administrative, civil or criminal proceedings, the ultimate outcome of which could be fines, penalties, repayments or compensatory or treble damages. U.S. Government regulations provide that certain findings against a contractor may lead to suspension or debarment from future U.S. Government contracts or the loss of export privileges for a company or an operating division or subdivision. Suspension or debarment could have a material adverse effect on Telephonics because of its reliance on government contracts. General legal Griffon is subject to various laws and regulations relating to the protection of the environment and is a party to legal proceedings arising in the ordinary course of business. Management believes, based on facts presently known to it, that the resolution of the matters above and such other matters will not have a material adverse effect on Griffon’s consolidated financial position, results of operations or cash flows. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 12 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | EARNINGS (LOSS) PER SHARE Basic and diluted EPS for the years ended September 30, 2015 , 2014 and 2013 were determined using the following information (in thousands): 2015 2014 2013 Weighted average shares outstanding - basic 44,608 49,367 54,428 Incremental shares from stock based compensation 2,011 — 2,135 Convertible debt due 2017 320 — — Weighted average shares outstanding - diluted 46,939 49,367 56,563 Anti-dilutive options excluded from diluted EPS computation 493 582 714 Anti-dilutive restricted stock excluded from diluted EPS computation — 1,642 — Griffon has the intent and ability to settle the principal amount of the 2017 Notes in cash, and therefore the potential issuance of shares related to the principal amount of the 2017 Notes does not affect diluted shares. Shares of the ESOP that have been allocated to employee accounts are treated as outstanding in determining earnings per share. |
RELATED PARTIES
RELATED PARTIES | 12 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | RELATED PARTIES Goldman, Sachs & Co. acted as a co-manager and as an initial purchaser in connection with the Senior Notes offering and received a fee of $825 . On December 10, 2013, Griffon repurchased 4,444,444 shares of its common stock for $50,000 from GS Direct. The repurchase was effected in a private transaction at a per share price of $11.25 , an approximate 9.2% discount to the stock’s closing price on November 12, 2013, the day before announcement of the transaction. After closing the transaction, GS Direct continued to hold approximately 5.56 million shares (approximately 10% of the shares outstanding at such time) of Griffon’s common stock. Subject to certain exceptions, if GS Direct intends to sell its remaining shares of Griffon common stock at any time prior to December 31, 2016, it will first negotiate in good faith to sell such shares to the Company. |
QUARTERLY FINANCIAL INFORMATION
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) | 12 Months Ended |
Sep. 30, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) | QUARTERLY FINANCIAL INFORMATION (UNAUDITED) Quarterly results of operations for the years ended September 30, 2015 and 2014 were as follows: Quarter ended Revenue Gross Profit Net Income (loss) Per Share - Basic Per Share - Diluted 2015 December 31, 2014 $ 502,160 $ 117,989 $ 7,471 $ 0.16 $ 0.04 March 31, 2015 500,020 114,375 5,122 0.11 0.11 June 30, 2015 511,694 123,489 10,893 0.25 0.23 September 30, 2015 502,158 119,925 10,803 0.25 0.24 $ 2,016,032 $ 475,778 $ 34,289 $ 0.77 $ 0.73 2014 December 31, 2013 $ 453,458 $ 105,503 $ 3,236 $ 0.06 $ 0.06 March 31, 2014 507,687 109,987 (25,825 ) (0.53 ) (0.53 ) June 30, 2014 505,039 118,307 14,464 0.30 0.29 September 30, 2014 525,627 125,602 7,948 0.16 0.16 $ 1,991,811 $ 459,399 $ (177 ) $ 0.00 $ 0.00 Notes to Quarterly Financial Information (unaudited): • Earnings (loss) per share are computed independently for each quarter and year presented; as such the sum of the quarters may not be equal to the full year amounts. • 2014 Net loss, and the related per share earnings, included, net of tax, restructuring and other related charges of $522 , $429 , $222 and $2,631 for the first, second, third and fourth quarters, respectively, and $3,804 for the year; and acquisition related costs of $495 , $992 and $473 for the first, third and fourth quarters, respectively, and $1,960 for the year; and a loss on debt extinguishment of $24,964 net of tax for the second quarter and for the year. • 2013 Net income, and the related per share earnings, included, net of tax, restructuring and other related charges of $721 , $5,788 , $994 and $763 for the first, second, third and fourth quarters, respectively, and $8,266 for the year; and loss on pension settlement of $1,392 for the first quarter and for the year. |
REPORTABLE SEGMENTS
REPORTABLE SEGMENTS | 12 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
REPORTABLE SEGMENTS | REPORTABLE SEGMENTS Griffon’s reportable segments are as follows: • HBP is a leading manufacturer and marketer of residential, commercial and industrial garage doors to professional dealers and major home center retail chains, as well as a global provider of non-powered landscaping products for homeowners and professionals. • Telephonics develops, designs and manufactures high-technology integrated information, communication and sensor system solutions for military and commercial markets worldwide. • PPC is an international leader in the development and production of embossed, laminated and printed specialty plastic films used in a variety of hygienic, health-care and industrial applications. Griffon evaluates performance and allocates resources based on operating results before interest income or expense, income taxes and certain nonrecurring items of income or expense. Information on Griffon’s reportable segments is as follows: For the Years Ended September 30, REVENUE 2015 2014 2013 Home & Building Products: AMES $ 535,881 $ 503,687 $ 419,549 CBP 516,320 475,756 435,416 Home & Building Products 1,052,201 979,443 854,965 Telephonics 431,090 $ 419,005 $ 453,351 PPC 532,741 $ 593,363 $ 563,011 Total consolidated net sales $ 2,016,032 $ 1,991,811 $ 1,871,327 For the Years Ended September 30, INCOME (LOSS) BEFORE TAXES 2015 2014 2013 Segment operating profit: Home & Building Products $ 58,883 $ 40,538 $ 26,130 Telephonics 43,006 45,293 55,076 PPC 33,137 28,881 16,589 Total segment operating profit 135,026 114,712 97,795 Net interest expense (47,872 ) (48,144 ) (52,167 ) Unallocated amounts (33,518 ) (33,394 ) (29,153 ) Loss from debt extinguishment — (38,890 ) — Loss on pension settlement — — (2,142 ) Income (loss) before taxes from continuing operations $ 53,636 $ (5,716 ) $ 14,333 Griffon evaluates performance and allocates resources based on each segments’ operating results before interest income and expense, income taxes, depreciation and amortization, unallocated amounts (mainly corporate overhead), restructuring charges, acquisition-related expenses , and gains (losses) from pension settlement and debt extinguishment, as applicable (“Segment adjusted EBITDA”, a non-GAAP measure). Griffon believes this information is useful to investors for the same reason. The following table provides a reconciliation of Segment adjusted EBITDA to Income (loss) before taxes and discontinued operations: For the Years Ended September 30, 2015 2014 2013 Segment adjusted EBITDA: Home & Building Products $ 94,226 $ 77,171 $ 70,064 Telephonics 53,028 57,525 63,199 PPC 57,103 56,291 48,100 Total Segment adjusted EBITDA 204,357 190,987 181,363 Net interest expense (47,872 ) (48,144 ) (52,167 ) Segment depreciation and amortization (69,331 ) (66,978 ) (70,306 ) Unallocated amounts (33,518 ) (33,394 ) (29,153 ) Loss from debt extinguishment — (38,890 ) — Restructuring charges — (6,136 ) (13,262 ) Acquisition costs — (3,161 ) — Loss on pension settlement — — (2,142 ) Income (loss) before taxes from continuing operations $ 53,636 $ (5,716 ) $ 14,333 For the Years Ended September 30, DEPRECIATION and AMORTIZATION 2015 2014 2013 Segment: Home & Building Products $ 35,343 $ 31,580 $ 36,195 Telephonics 10,022 7,988 7,373 PPC 23,966 27,410 26,738 Total segment depreciation and amortization 69,331 66,978 70,306 Corporate 469 418 442 Total consolidated depreciation and amortization $ 69,800 $ 67,396 $ 70,748 CAPITAL EXPENDITURES Segment: Home & Building Products $ 38,896 $ 33,779 $ 30,695 Telephonics 6,347 20,963 11,112 PPC 28,103 21,032 22,509 Total segment 73,346 75,774 64,316 Corporate 274 1,320 125 Total consolidated capital expenditures $ 73,620 $ 77,094 $ 64,441 ASSETS At September 30, 2015 At September 30, 2014 At September 30, 2013 Segment assets: Home & Building Products $ 1,034,032 $ 1,031,904 $ 897,215 Telephonics 302,560 319,327 296,919 PPC 343,519 389,464 422,730 Total segment assets 1,680,111 1,740,695 1,616,864 Corporate 47,831 64,381 156,455 Total continuing assets 1,727,942 1,805,076 1,773,319 Assets of discontinued operations 3,491 3,750 4,289 Consolidated total $ 1,731,433 $ 1,808,826 $ 1,777,608 Segment information by geographic region was as follows: For the Years Ended September 30, REVENUE BY GEOGRAPHIC AREA - DESTINATION 2015 2014 2013 United States $ 1,383,775 $ 1,386,575 $ 1,319,740 Europe 227,203 254,460 255,733 Canada 132,133 134,637 114,984 Australia 113,077 62,567 22,257 South America 87,759 105,691 103,840 All other countries 72,085 47,881 54,773 Consolidated revenue $ 2,016,032 $ 1,991,811 $ 1,871,327 For the Years Ended September 30, LONG-LIVED ASSETS BY GEOGRAPHIC AREA 2015 2014 2013 United States $ 454,255 $ 439,737 $ 421,604 Germany 66,367 74,457 82,314 Canada 36,449 42,374 46,792 Australia 22,136 28,155 4,309 All other countries 14,602 19,465 19,965 Consolidated property, plant and equipment, net $ 593,809 $ 604,188 $ 574,984 As a percentage of consolidated revenue, HBP sales to Home Depot approximated 12% in both 2015 and 2014 and 11% in 2013 ; PPC sales to P&G approximated 14% in 2015 , 2014 and 2013 ; and Telephonics aggregate sales to the United States Government and its agencies approximated 14% in 2015 , 15% in 2014 and 19% in 2013 . |
OTHER INCOME (EXPENSE)
OTHER INCOME (EXPENSE) | 12 Months Ended |
Sep. 30, 2015 | |
Other Income and Expenses [Abstract] | |
OTHER INCOME (EXPENSE) | OTHER INCOME (EXPENSE) Other income (expense) included $286 , $220 and $(166) for the years ended September 30, 2015 , 2014 and 2013 , respectively, of currency exchange gains (losses) in connection with the translation of receivables and payables denominated in currencies other than the functional currencies of Griffon and its subsidiaries, as well as $424 , $110 and $565 , respectively, of investment income. |
OTHER COMPREHENSIVE INCOME (LOS
OTHER COMPREHENSIVE INCOME (LOSS) | 12 Months Ended |
Sep. 30, 2015 | |
Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
OTHER COMPREHENSIVE INCOME (LOSS) | OTHER COMPREHENSIVE INCOME (LOSS) The amounts recognized in other comprehensive income (loss) were as follows: Years Ended September 30, 2015 2014 2013 Pre-tax Tax Net of tax Pre-tax Tax Net of tax Pre-tax Tax Net of tax Foreign currency translation adjustments $ (56,358 ) $ — $ (56,358 ) $ (23,933 ) $ — $ (23,933 ) $ (3,090 ) $ — $ (3,090 ) Pension and other defined benefit plans (6,655 ) 2,329 (4,326 ) (6,061 ) 2,147 (3,914 ) 32,431 (13,121 ) 19,310 Cash flow hedge 662 (232 ) 430 386 (134 ) 252 — — — Available-for-sale securities (1,370 ) 500 (870 ) 1,370 (500 ) 870 — — — Total other comprehensive income (loss) $ (63,721 ) $ 2,597 $ (61,124 ) $ (28,238 ) $ 1,513 $ (26,725 ) $ 29,341 $ (13,121 ) $ 16,220 The components of Accumulated other comprehensive loss are as follows: At September 30, 2015 2014 Foreign currency translation adjustments $ (60,178 ) $ (3,820 ) Pension and other defined benefit plans (31,692 ) (27,366 ) Cash flow hedge 682 252 Available-for-sale securities — 870 $ (91,188 ) $ (30,064 ) Total comprehensive income (loss) were as follows: For the Years Ended September 30, 2015 2014 2013 Net income (loss) $ 34,289 $ (177 ) $ 3,767 Other comprehensive income (loss), net of taxes (61,124 ) (26,725 ) 16,220 Comprehensive income (loss) $ (26,835 ) $ (26,902 ) $ 19,987 Amounts reclassified from accumulated other comprehensive income (loss) to income (loss) were as follows: For the Years Ended September 30, Gain (Loss) 2015 2014 2013 Pension amortization $ (2,182 ) $ (1,934 ) $ (3,103 ) Pension settlement — — (2,142 ) Cash flow hedges 1,223 — — Available-for-sale securities 1,370 — — Total before tax 411 (1,934 ) (5,245 ) Tax (164 ) 677 1,540 Net of tax $ 247 $ (1,257 ) $ (3,705 ) |
CONSOLIDATING GUARANTOR AND NON
CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION | 12 Months Ended |
Sep. 30, 2015 | |
Consolidating Guarantor And Non Guarantor Financial Information [Abstract] | |
CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION | CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION Griffon’s Senior Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by the domestic assets of Clopay Building Products Company, Inc., Clopay Plastic Products Company, Inc., Telephonics Corporation, The AMES Companies, Inc., ATT Southern, Inc., and Clopay Ames True Temper Holding, Corp., all of which are indirectly 100% owned by Griffon. In accordance with Rule 3-10 of Regulation S-X promulgated under the Securities Act of 1933, presented below are condensed consolidating financial information as of September 30, 2015 and 2014 , and for the years ended September 30, 2015, 2014 and 2013 . The financial information may not necessarily be indicative of results of operations or financial position had the guarantor companies or non-guarantor companies operated as independent entities. The guarantor companies and the non-guarantor companies include the consolidated financial results of their wholly owned subsidiaries accounted for under the equity method. The indenture relating to the Senior Notes (the “Indenture”) contains terms providing that, under certain limited circumstances, a guarantor will be released from its obligations to guarantee the Senior Notes. These circumstances include (i) a sale of at least a majority of the stock, or all or substantially all the assets, of the subsidiary guarantor as permitted by the Indenture; (ii) a public equity offering of a subsidiary guarantor that qualifies as a “Minority Business” as defined in the Indenture (generally, a business the EBITDA of which constitutes less than 50% of the segment adjusted EBITDA of the Company for the most recently ended four fiscal quarters), and that meets certain other specified conditions as set forth in the Indenture; (iii) the designation of a guarantor as an “unrestricted subsidiary” as defined in the Indenture, in compliance with the terms of the Indenture; (iv) Griffon exercising its right to defease the Senior Notes, or to otherwise discharge its obligations under the Indenture, in each case in accordance with the terms of the Indenture; and (v) upon obtaining the requisite consent of the holders of the Senior Notes. CONDENSED CONSOLIDATING BALANCE SHEETS At September 30, 2015 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CURRENT ASSETS Cash and equivalents $ 2,440 $ 10,671 $ 38,890 $ — $ 52,001 Accounts receivable, net of allowances — 178,830 61,772 (21,847 ) 218,755 Contract costs and recognized income not yet billed, net of progress payments — 103,879 16 — 103,895 Inventories, net — 257,929 67,880 — 325,809 Prepaid and other current assets 23,493 27,584 12,488 (8,479 ) 55,086 Assets of discontinued operations — — 1,316 — 1,316 Total Current Assets 25,933 578,893 182,362 (30,326 ) 756,862 PROPERTY, PLANT AND EQUIPMENT, net 1,108 286,854 92,010 — 379,972 GOODWILL — 284,875 71,366 — 356,241 INTANGIBLE ASSETS, net — 152,412 61,425 — 213,837 INTERCOMPANY RECEIVABLE 542,297 904,840 263,480 (1,710,617 ) — EQUITY INVESTMENTS IN SUBSIDIARIES 745,262 644,577 1,740,889 (3,130,728 ) — OTHER ASSETS 41,774 30,203 9,959 (59,590 ) 22,346 ASSETS OF DISCONTINUED OPERATIONS — — 2,175 — 2,175 Total Assets $ 1,356,374 $ 2,882,654 $ 2,423,666 $ (4,931,261 ) $ 1,731,433 CURRENT LIABILITIES Notes payable and current portion of long-term debt $ 2,202 $ 3,842 $ 10,549 $ — $ 16,593 Accounts payable and accrued liabilities 30,158 222,758 72,843 (20,951 ) 304,808 Liabilities of discontinued operations — — 2,229 — 2,229 Total Current Liabilities 32,360 226,600 85,621 (20,951 ) 323,630 LONG-TERM DEBT, net 752,839 17,116 57,021 — 826,976 INTERCOMPANY PAYABLES 76,477 831,345 775,120 (1,682,942 ) — OTHER LIABILITIES 64,173 126,956 28,428 (72,634 ) 146,923 LIABILITIES OF DISCONTINUED OPERATIONS — — 3,379 — 3,379 Total Liabilities 925,849 1,202,017 949,569 (1,776,527 ) 1,300,908 SHAREHOLDERS’ EQUITY 430,525 1,680,637 1,474,097 (3,154,734 ) 430,525 Total Liabilities and Shareholders’ Equity $ 1,356,374 $ 2,882,654 $ 2,423,666 $ (4,931,261 ) $ 1,731,433 CONDENSED CONSOLIDATING BALANCE SHEETS At September 30, 2014 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CURRENT ASSETS Cash and equivalents 6,813 31,522 54,070 — 92,405 Accounts receivable, net of allowances — 213,922 77,218 (32,704 ) 258,436 Contract costs and recognized income not yet billed, net of progress payments — 109,804 126 — 109,930 Inventories, net — 219,326 70,537 272 290,135 Prepaid and other current assets 4,366 26,319 17,101 14,783 62,569 Assets of discontinued operations — — 1,624 — 1,624 Total Current Assets 11,179 600,893 220,676 (17,649 ) 815,099 PROPERTY, PLANT AND EQUIPMENT, net 1,327 270,519 98,643 76 370,565 GOODWILL — 283,692 90,419 — 374,111 INTANGIBLE ASSETS, net — 156,772 76,851 — 233,623 INTERCOMPANY RECEIVABLE 540,080 892,433 213,733 (1,646,246 ) — EQUITY INVESTMENTS IN SUBSIDIARIES 780,600 662,403 1,782,406 (3,225,409 ) — OTHER ASSETS 27,880 53,896 6,739 (75,213 ) 13,302 ASSETS OF DISCONTINUED OPERATIONS — — 2,126 — 2,126 Total Assets 1,361,066 2,920,608 2,491,593 (4,964,441 ) 1,808,826 CURRENT LIABILITIES Notes payable and current portion of long-term debt 2,202 1,144 4,540 — 7,886 Accounts payable and accrued liabilities 25,703 226,236 91,132 (20,811 ) 322,260 Liabilities of discontinued operations — — 3,282 — 3,282 Total Current Liabilities 27,905 227,380 98,954 (20,811 ) 333,428 LONG-TERM DEBT, net 738,360 7,806 45,135 — 791,301 INTERCOMPANY PAYABLES 21,573 815,094 762,192 (1,598,859 ) — OTHER LIABILITIES 41,201 151,674 26,949 (71,584 ) 148,240 LIABILITIES OF DISCONTINUED OPERATIONS — — 3,830 — 3,830 Total Liabilities 829,039 1,201,954 937,060 (1,691,254 ) 1,276,799 SHAREHOLDERS’ EQUITY 532,027 1,718,654 1,554,533 (3,273,187 ) 532,027 Total Liabilities and Shareholders’ Equity 1,361,066 2,920,608 2,491,593 (4,964,441 ) 1,808,826 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Year Ended September 30, 2015 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 1,581,295 $ 475,380 $ (40,643 ) $ 2,016,032 Cost of goods and services — 1,204,872 377,348 (41,966 ) 1,540,254 Gross profit — 376,423 98,032 1,323 475,778 Selling, general and administrative expenses 22,637 272,421 80,073 (370 ) 374,761 Restructuring and other related charges — — — — — Total operating expenses 22,637 272,421 80,073 (370 ) 374,761 Income (loss) from operations (22,637 ) 104,002 17,959 1,693 101,017 Other income (expense) Interest income (expense), net (8,741 ) (30,547 ) (8,584 ) — (47,872 ) Other, net 438 10,521 (8,775 ) (1,693 ) 491 Total other income (expense) (8,303 ) (20,026 ) (17,359 ) (1,693 ) (47,381 ) Income (loss) before taxes (30,940 ) 83,976 600 — 53,636 Provision (benefit) for income taxes (11,041 ) 31,100 (712 ) — 19,347 Income (loss) before equity in net income of subsidiaries (19,899 ) 52,876 1,312 — 34,289 Equity in net income (loss) of subsidiaries 54,188 3,062 52,876 (110,126 ) — Income (loss) from continuing operations $ 34,289 $ 55,938 $ 54,188 $ (110,126 ) $ 34,289 Loss from operations of discontinued businesses — — — — — Benefit from income taxes — — — — — Loss from discontinued operations — — — — — Net income (loss) $ 34,289 $ 55,938 $ 54,188 $ (110,126 ) $ 34,289 Comprehensive income (loss) $ (26,835 ) $ 34,318 $ 15,080 $ (49,398 ) $ (26,835 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Year Ended September 30, 2014 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 1,526,678 $ 519,349 $ (54,216 ) $ 1,991,811 Cost of goods and services — 1,156,268 424,568 (48,424 ) 1,532,412 Gross profit — 370,410 94,781 (5,792 ) 459,399 Selling, general and administrative expenses 24,084 281,930 75,551 (6,466 ) 375,099 Restructuring and other related charges — 4,234 1,902 — 6,136 Total operating expenses 24,084 286,164 77,453 (6,466 ) 381,235 Income (loss) from operations (24,084 ) 84,246 17,328 674 78,164 Other income (expense) Interest income (expense), net (10,079 ) (28,630 ) (9,435 ) — (48,144 ) Extinguishment of debt (38,890 ) (38,890 ) Other, net 111 7,945 (4,228 ) (674 ) 3,154 Total other income (expense) (48,858 ) (20,685 ) (13,663 ) (674 ) (83,880 ) Income (loss) before taxes (72,942 ) 63,561 3,665 — (5,716 ) Provision (benefit) for income taxes (32,044 ) 26,480 25 — (5,539 ) Income (loss) before equity in net income of subsidiaries (40,898 ) 37,081 3,640 — (177 ) Equity in net income (loss) of subsidiaries 40,721 3,531 37,081 (81,333 ) — Income (loss) from continuing operations (177 ) 40,612 40,721 (81,333 ) (177 ) Loss from operations of discontinued businesses — — — — — Benefit from income taxes — — — — — Loss from discontinued operations — — — — — Net Income (loss) $ (177 ) $ 40,612 $ 40,721 $ (81,333 ) $ (177 ) Comprehensive income (loss) $ (26,902 ) $ 28,355 $ 25,704 $ (54,059 ) $ (26,902 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Year Ended September 30, 2013 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 1,459,705 $ 463,767 $ (52,145 ) $ 1,871,327 Cost of goods and services — 1,107,440 392,588 (46,286 ) 1,453,742 Gross profit — 352,265 71,179 (5,859 ) 417,585 Selling, general and administrative expenses 24,248 269,654 52,819 (6,252 ) 340,469 Restructuring and other related charges — 9,236 4,026 — 13,262 Total operating expenses 24,248 278,890 56,845 (6,252 ) 353,731 Income (loss) from operations (24,248 ) 73,375 14,334 393 63,854 Other income (expense) Interest income (expense), net (14,381 ) (27,660 ) (10,126 ) — (52,167 ) Other, net 569 9,656 (7,233 ) (346 ) 2,646 Total other income (expense) (13,812 ) (18,004 ) (17,359 ) (346 ) (49,521 ) Income (loss) before taxes (38,060 ) 55,371 (3,025 ) 47 14,333 Provision (benefit) for income taxes (14,888 ) 20,603 1,781 47 7,543 Income (loss) before equity in net income of subsidiaries (23,172 ) 34,768 (4,806 ) — 6,790 Equity in net income (loss) of subsidiaries 26,939 (1,467 ) 34,768 (60,240 ) — Income (loss) from continuing operations 3,767 33,301 29,962 (60,240 ) 6,790 Loss from operations of discontinued businesses — — (4,651 ) — (4,651 ) Benefit from income taxes — — 1,628 — 1,628 Loss from discontinued operations — — (3,023 ) — (3,023 ) Net Income (loss) $ 3,767 $ 33,301 $ 26,939 $ (60,240 ) $ 3,767 Comprehensive income (loss) $ 19,987 $ 10,903 $ 64,671 $ (75,574 ) $ 19,987 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Year Ended September 30, 2015 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 34,289 $ 55,938 $ 54,188 $ (110,126 ) $ 34,289 Net cash provided by (used in) operating activities 58,760 27,130 (9,753 ) — 76,137 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (274 ) (54,196 ) (19,150 ) — (73,620 ) Acquired business, net of cash acquired — (2,225 ) — — (2,225 ) Intercompany distributions 10,000 (10,000 ) — — — Investment sales 8,891 — — — 8,891 Proceeds from sale of property, plant and equipment — 142 192 — 334 Net cash provided by (used in) investing activities 18,617 (66,279 ) (18,958 ) — (66,620 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock 371 — — — 371 Purchase of shares for treasury (82,343 ) — — — (82,343 ) Proceeds from long-term debt 124,500 13,596 95,395 — 233,491 Payments of long-term debt (116,702 ) (1,263 ) (69,770 ) — (187,735 ) Change in short-term borrowings — — (365 ) — (365 ) Financing costs (614 ) (196 ) (498 ) — (1,308 ) Tax effect from exercise/vesting of equity awards, net 345 — — — 345 Dividends paid (7,654 ) — — — (7,654 ) Other, net 347 6,161 (6,161 ) — 347 Net cash provided by (used in) financing activities (81,750 ) 18,298 18,601 — (44,851 ) CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash used in discontinued operations — — (918 ) — (918 ) Effect of exchange rate changes on cash and equivalents — — (4,152 ) — (4,152 ) NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS (4,373 ) (20,851 ) (15,180 ) — (40,404 ) CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 6,813 31,522 54,070 — 92,405 CASH AND EQUIVALENTS AT END OF PERIOD $ 2,440 $ 10,671 $ 38,890 $ — $ 52,001 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Year Ended September 30, 2014 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ (177 ) $ 40,612 $ 40,721 $ (81,333 ) $ (177 ) Net cash provided by operating activities (3,902 ) 17,168 80,035 — 93,301 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (700 ) (64,320 ) (12,074 ) — (77,094 ) Acquired business, net of cash acquired — 2,675 (64,981 ) — (62,306 ) Intercompany distributions 10,000 (10,000 ) — — — Purchase of securities (8,402 ) — — — (8,402 ) Proceeds from sale of property, plant and equipment — 360 192 — 552 Net cash used in investing activities 898 (71,285 ) (76,863 ) — (147,250 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock 584 — — — 584 Purchase of shares for treasury (79,614 ) — — — (79,614 ) Proceeds from long-term debt 659,568 (102 ) 32,477 — 691,943 Payments of long-term debt (598,250 ) (1,135 ) (3,709 ) — (603,094 ) Change in short-term borrowings — — (749 ) — (749 ) Financing costs (10,763 ) — (535 ) — (11,298 ) Purchase of ESOP shares (20,000 ) — — — (20,000 ) Tax effect from exercise/vesting of equity awards, net 273 — — — 273 Dividends paid (11,273 ) 5,000 — — (6,273 ) Other, net 298 56,533 (56,533 ) — 298 Net cash used in financing activities (59,177 ) 60,296 (29,049 ) — (27,930 ) CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash used in discontinued operations — — (1,528 ) — (1,528 ) Effect of exchange rate changes on cash and equivalents — — (2,318 ) — (2,318 ) NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS (62,181 ) 6,179 (29,723 ) — (85,725 ) CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 68,994 25,343 83,793 — 178,130 CASH AND EQUIVALENTS AT END OF PERIOD $ 6,813 $ 31,522 $ 54,070 $ — $ 92,405 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Year Ended September 30, 2013 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 3,767 $ 33,301 $ 26,939 $ (60,240 ) $ 3,767 Net cash provided by (used in) operating activities (25,184 ) 83,177 27,690 — 85,683 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (123 ) (56,617 ) (7,701 ) — (64,441 ) Intercompany distributions 10,000 (10,000 ) — — — Proceeds from sale of property, plant and equipment — 1,404 169 — 1,573 Net cash provided by (used in) investing activities 9,877 (65,213 ) (7,532 ) — (62,868 ) CASH FLOWS FROM FINANCING ACTIVITIES: Purchase of shares for treasury (32,521 ) — — — (32,521 ) Proceeds from long-term debt — 303 — — 303 Payments of long-term debt (2,157 ) (1,032 ) (13,678 ) — (16,867 ) Change in short-term borrowings — — 2,950 — 2,950 Financing costs (833 ) — — — (833 ) Tax effect from exercise/vesting of equity awards, net 150 — — — 150 Dividends paid (5,825 ) — — — (5,825 ) Other, net 394 (26,674 ) 26,674 — 394 Net cash provided by (used in) financing activities (40,792 ) (27,403 ) 15,946 — (52,249 ) CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash used in discontinued operations — — (2,090 ) — (2,090 ) Effect of exchange rate changes on cash and equivalents — — — — — NET DECREASE IN CASH AND EQUIVALENTS (56,099 ) (9,439 ) 34,014 — (31,524 ) CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 125,093 34,782 49,779 — 209,654 CASH AND EQUIVALENTS AT END OF PERIOD $ 68,994 $ 25,343 $ 83,793 $ — $ 178,130 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On November 12, 2015, Griffon declared a $0.05 per share dividend payable on December 23, 2015 to shareholders of record as of December 3, 2015. Griffon currently intends to pay dividends each quarter; however, payment of dividends is determined by the Board of Directors, at its discretion, based on various factors, and no assurance can be provided as to the payment of future dividends. ***** |
SCHEDULE II VALUATION AND QUALI
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Sep. 30, 2015 | |
Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II GRIFFON CORPORATION VALUATION AND QUALIFYING ACCOUNTS For the Years Ended September 30, 2015, 2014 and 2013 (in thousands) Description Balance at Beginning of Year Recorded to Cost and Expense Accounts Written Off, net Other Balance at End of Year FOR THE YEAR ENDED SEPTEMBER 30, 2015 Allowance for Doubtful Accounts Bad debts $ 3,627 $ 76 (934 ) $ (129 ) $ 2,640 Sales returns and allowances 3,709 1,313 (2,205 ) (115 ) 2,702 $ 7,336 $ 1,389 $ (3,139 ) $ (244 ) $ 5,342 Inventory valuation $ 16,613 $ 6,476 $ (7,603 ) $ (852 ) $ 14,634 Deferred tax valuation allowance $ 15,649 $ (5,187 ) $ — $ — $ 10,462 FOR THE YEAR ENDED SEPTEMBER 30, 2014 Allowance for Doubtful Accounts Bad debts $ 4,080 $ 359 $ (784 ) $ (28 ) $ 3,627 Sales returns and allowances 2,056 3,655 (1,985 ) (17 ) 3,709 $ 6,136 $ 4,014 $ (2,769 ) $ (45 ) $ 7,336 Inventory valuation $ 15,728 $ 13,613 $ (12,627 ) $ (101 ) $ 16,613 Deferred tax valuation allowance $ 13,421 $ 2,228 $ — $ — $ 15,649 FOR THE YEAR ENDED SEPTEMBER 30, 2013 Allowance for Doubtful Accounts Bad debts $ 4,146 $ 1,813 $ (1,888 ) $ 9 $ 4,080 Sales returns and allowances 1,287 1,860 (1,080 ) (11 ) 2,056 $ 5,433 $ 3,673 $ (2,968 ) $ (2 ) $ 6,136 Inventory valuation $ 18,787 $ 5,788 $ (8,490 ) $ (357 ) $ 15,728 Deferred tax valuation allowance $ 10,541 $ 2,880 $ — $ — $ 13,421 Note: This Schedule II is for continuing operations only. |
DESCRIPTION OF BUSINESS AND S30
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Consolidation | Consolidation The consolidated financial statements include the accounts of Griffon and all subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The results of operations of acquired businesses are included from the dates of acquisitions. |
Earnings (Loss) per share | Earnings (Loss) per share Due to rounding, the sum of earnings per share of Continuing operations and Discontinued operations may not equal earnings per share of Net income. |
Discontinued operations – Installation Services | Discontinued operations – Installation Services In 2008, as a result of the downturn in the residential housing market, Griffon exited substantially all operating activities of its Installation Services segment which sold, installed and serviced garage doors and openers, fireplaces, floor coverings, cabinetry and a range of related building products, primarily for the new residential housing market. Operating results of substantially all of this segment have been reported as discontinued operations in the Consolidated Statements of Operations and Comprehensive Income (Loss) for all periods presented; Installation Services is excluded from segment reporting. |
Reclassifications | Reclassifications Certain amounts in prior years have been reclassified to conform to the current year presentation. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. These estimates may be adjusted due to changes in economic, industry or customer financial conditions, as well as changes in technology or demand. Significant estimates include allowances for doubtful accounts receivable and returns, net realizable value of inventories, restructuring reserves, valuation of goodwill and intangible assets, percentage of completion method of accounting, pension assumptions, useful lives associated with depreciation and amortization of intangible and fixed assets, warranty reserves, sales incentive accruals, stock based compensation assumptions, income taxes and tax valuation reserves, environmental reserves, legal reserves, insurance reserves, the valuation of assets and liabilities of discontinued operations, acquisition assumptions used and the accompanying disclosures. These estimates are based on management’s best knowledge of current events and actions Griffon may undertake in the future. Actual results may ultimately differ from these estimates. |
Cash and equivalents | Cash and equivalents Griffon considers all highly liquid investments purchased with an initial maturity of three months or less to be cash equivalents. Cash equivalents primarily consist of overnight commercial paper, highly-rated liquid money market funds backed by U.S. Treasury securities and U.S. Agency securities, as well as insured bank deposits. Griffon had cash in non-U.S. bank accounts of approximately $31,700 and $34,500 at September 30, 2015 and 2014 , respectively. Substantially all U.S. cash and equivalents are in excess of FDIC insured limits. Griffon regularly evaluates the financial stability of all institutions and funds that hold its cash and equivalents. |
Fair value of financial instruments | Fair value of financial instruments The carrying values of cash and equivalents, accounts receivable, accounts and notes payable and revolving credit debt approximate fair value due to either the short-term nature of such instruments or the fact that the interest rate of the revolving credit debt is based upon current market rates. The fair value hierarchy, as outlined in the applicable accounting guidance, establishes a fair value hierarchy that requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the hierarchy is based on the lowest level of input that is significant to the fair value measurement. The accounting guidance establishes three levels of inputs that may be used to measure fair value, as follows: • 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. The fair values of Griffon’s 2022 senior notes and 2017 4% convertible notes approximated $570,000 and $118,875 , respectively, on September 30, 2015 . Fair values were based upon quoted market prices (level 1 inputs). Insurance contracts with a value of $2,942 at September 30, 2015 are measured and recorded at fair value based upon quoted prices in active markets for similar assets (level 2 inputs) and are included in Other current assets on the consolidated balance sheet. Items Measured at Fair Value on a Recurring Basis At September 30, 2015, trading securities, measured at fair value based on quoted prices in active markets for similar assets (level 2 inputs), with a fair value of $1,374 ( $1,000 cost basis) were included in Prepaid and other current assets on the Consolidated Balance Sheets. During the current year, the Company settled all outstanding available-for-sale securities with proceeds totaling $8,891 and recognized a gain of $489 in Other income, and accordingly, a gain of $870 , net of tax, on available-for-sale securities was reclassified out of Accumulated other comprehensive income (loss) ("AOCI"). At September 30, 2014, available-for-sale securities, measured at fair value based on quoted prices in active markets for the underlying assets (level 1 inputs), and trading securities, measured at fair value based on quoted prices in active markets for similar assets (level 2 inputs), with values of $9,770 ( $8,400 cost basis) and $1,274 ( $1,000 cost basis), respectively, are included in Prepaid and other current assets on the Consolidated Balance Sheets. Unrealized gains and losses, net of deferred taxes, on available-for-sale securities are included in our Consolidated Balance Sheets as a component of AOCI. Realized and unrealized gains and losses on trading securities and realized gains and losses on available-for-sale securities are included in Other income in the Consolidated Statements of Operations and Comprehensive Income (Loss). In the normal course of business, Griffon’s operations are exposed to the effect of changes in foreign currency exchange rates. To manage these risks, Griffon may enter into various derivative contracts such as foreign currency exchange contracts, including forwards and options. During 2015 and 2014, Griffon entered into several such contracts in order to lock into a foreign currency rate for planned settlements of trade and inter-company liabilities payable in USD. At September 30, 2015 and 2014, Griffon had $25,531 and $4,975 of Australian dollar contracts at a weighted average rate of $1.43 and $1.14 , which qualified for hedge accounting. At inception, these hedges were all deemed effective as cash flow hedges with gains and losses related to changes in fair value deferred and recorded in Other comprehensive income (loss) and Prepaid and other current assets, or Accrued liabilities, until settlement. Upon settlement, gains and losses were recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss) in Cost of goods and services. AOCI included deferred gains of $1,049 ( $682 , net of tax) and $386 ( $252 , net of tax) at September 30, 2015 and 2014, respectively. A gain of $1,223 was recorded in COGS during the year ended September 30, 2015 for settled contracts and no contracts settled during the year ended September 30, 2014. At September 30, 2015 , Griffon had $6,500 of Canadian dollar contracts at a weighted average rate of $1.33 . As of September 30, 2014, Griffon had $3,197 of Australian dollar contracts at a weighted average rate of $1.14 . These contracts, which protect both Canadian and Australian operations from currency fluctuations for U.S. dollar based purchases, do not qualify for hedge accounting and a fair value loss of $274 and gain of $141 were recorded in Other assets and to Other income for the outstanding contracts, based on similar contract values (level 2 inputs), for the years ended September 30, 2015 and 2014, respectively. All contracts expire in 30 to 360 days . Pension plan assets with a fair value of $144,625 at September 30, 2015 , are measured and recorded at fair value based upon quoted prices in active markets for identical assets (level 1 inputs) and quoted market prices for similar assets (level 2 inputs). |
Non-U.S. currency translation | Non-U.S. currency translation Assets and liabilities of non-U.S. subsidiaries, where the functional currency is not the U.S. dollar, have been translated at year-end exchange rates and profit and loss accounts have been translated using weighted average exchange rates. Adjustments resulting from currency translation have been recorded in the equity section of the balance sheet in AOCI as cumulative translation adjustments. Cumulative translation adjustments were a loss of $60,178 and $3,820 at September 30, 2015 and 2014 , respectively. Assets and liabilities of an entity that are denominated in currencies other than that entity’s functional currency are remeasured into the functional currency using period end exchange rates, or historical rates where applicable to certain balances. Gains and losses arising on remeasurements are recorded within the Consolidated Statement of Operations and Comprehensive Income (Loss) as a component of Other income (expense). |
Revenue recognition | Revenue recognition Revenue is recognized when the following circumstances are satisfied: a) persuasive evidence of an arrangement exists, b) delivery has occurred, title has transferred or services are rendered, c) price is fixed and determinable and d) collectability is reasonably assured. Goods are sold on terms that transfer title and risk of loss at a specified location. Revenue recognition from product sales occurs when all factors are met, including transfer of title and risk of loss, which occurs either upon shipment or upon receipt by customers at the location specified in the terms of sale. Other than standard product warranty provisions, sales arrangements provide for no other significant post-shipment obligations. From time to time and for certain customers, rebates and other sales incentives, promotional allowances or discounts are offered, typically related to customer purchase volumes, all of which are fixed or determinable and are classified as a reduction of revenue and recorded at the time of sale. Griffon provides for sales returns allowances based upon historical returns experience. Telephonics earns a substantial portion of its revenue as either a prime or subcontractor from contract awards with the U.S. Government, as well as non-U.S. governments and other commercial customers. These formal contracts are typically long-term in nature, usually greater than one year . Revenue and profits from these long-term fixed price contracts are recognized under the percentage-of-completion method of accounting. Revenue and profits on fixed-price contracts that contain engineering as well as production requirements are recorded based on the ratio of total actual incurred costs to date to the total estimated costs for each contract (cost-to-cost method). Using the cost-to-cost method, revenue is recorded at amounts equal to the ratio of actual cumulative costs incurred divided by total estimated costs at completion, multiplied by the total estimated contract revenue, less the cumulative revenue recognized in prior periods. The profit recorded on a contract using this method is equal to the current estimated total profit margin multiplied by the cumulative revenue recognized, less the amount of cumulative profit previously recorded for the contract in prior periods. As this method relies on the substantial use of estimates, these projections may be revised throughout the life of a contract. Components of this formula and ratio that may be estimated include gross profit margin and total costs at completion. The cost performance and estimates to complete on long-term contracts are reviewed, at a minimum, on a quarterly basis, as well as when information becomes available that would necessitate a review of the current estimate. Adjustments to estimates for a contract’s estimated costs at completion and estimated profit or loss often are required as experience is gained, and as more information is obtained, even though the scope of work required under the contract may or may not change, or if contract modifications occur. The impact of such adjustments or changes to estimates is made on a cumulative basis in the period when such information has become known. In 2015, 2014 and 2013, income from operations included net favorable/(unfavorable) catch-up adjustments approximating $(400) , $(400) and $3,400 , respectively. Gross profit is affected by a variety of factors, including the mix of products, systems and services, production efficiencies, price competition and general economic conditions. Revenue and profits on cost-reimbursable type contracts are recognized as allowable costs, and are incurred on the contract at an amount equal to the allowable costs plus the estimated profit on those costs. The estimated profit on a cost-reimbursable contract may be fixed or variable based on the contractual fee arrangement. Incentive and award fees on these contracts are recorded as revenue when the criteria under which they are earned are reasonably assured of being met and can be estimated. For contracts in which anticipated total costs exceed the total expected revenue, an estimated loss is recognized in the period when identifiable. A provision for the entire amount of the estimated loss is recorded on a cumulative basis. The estimated remaining costs to complete loss contracts as of September 30, 2015 was $10,600 and is recorded as a reduction to gross margin on the Consolidated Statements of Operations and Comprehensive Income (Loss). This loss had an immaterial impact on Griffon's Consolidated Financial Statements. Amounts representing contract change orders or claims are included in revenue only when they can be reliably estimated and their realization is probable, and are determined on a percentage-of-completion basis measured by the cost-to-cost method. From time to time, Telephonics may combine contracts if they are negotiated together, have specific requirements to combine, or are otherwise closely related. Contracts are segmented based on customer requirements. |
Accounts receivable, allowance for doubtful accounts and concentrations of credit risk | Accounts receivable, allowance for doubtful accounts and concentrations of credit risk Accounts receivable is composed principally of trade accounts receivable that arise from the sale of goods or services on account, and is stated at historical cost. A substantial portion of Griffon’s trade receivables are from customers of HBP, of which the largest customer is Home Depot, whose financial condition is dependent on the construction and related retail sectors of the economy. In addition, a significant portion of Griffon’s trade receivables are from one PPC customer, P&G, whose financial condition is dependent on the consumer products and related sectors of the economy. As a percentage of consolidated accounts receivable, U.S. Government related programs were 13% , P&G was 8% and Home Depot was 10% . Griffon performs continuing evaluations of the financial condition of its customers, and although Griffon generally does not require collateral, letters of credit may be required from customers in certain circumstances. Trade receivables are recorded at the stated amount, less allowance for doubtful accounts and, when appropriate, for customer program reserves and cash discounts. The allowance represents estimated uncollectible receivables associated with potential customer defaults on contractual obligations (usually due to customers’ potential insolvency). The allowance for doubtful accounts includes amounts for certain customers where a risk of default has been specifically identified, as well as an amount for customer defaults based on a formula when it is determined the risk of some default is probable and estimable, but cannot yet be associated with specific customers. The provision related to the allowance for doubtful accounts is recorded in Selling, general and administrative ("SG&A") expenses. The Company writes-off accounts receivable when they are deemed to be uncollectible. |
Contract costs and recognized income not yet billed | Contract costs and recognized income not yet billed Contract costs and recognized income not yet billed consists of amounts accounted for under the percentage of completion method of accounting, recoverable costs and accrued profit that cannot yet be invoiced under the terms of certain long-term contracts. Amounts will be invoiced when applicable contract terms, such as the achievement of specified milestones or product delivery, are met. |
Inventories | Inventories Inventories, stated at the lower of cost (first-in, first-out or average) or market, include material, labor and manufacturing overhead costs. Griffon’s businesses typically do not require inventory that is susceptible to becoming obsolete or dated. In general, Telephonics sells products in connection with programs authorized and approved under contracts awarded by the U.S. Government or agencies thereof and in accordance with customer specifications. PPC primarily produces fabricated materials used by customers in the production of their products and these materials are produced against orders from those customers. HBP produces doors and non-powered lawn and garden tools in response to orders from customers of retailers and dealers or based on expected orders, as applicable. |
Property, plant and equipment | Property, plant and equipment Property, plant and equipment includes the historical cost of land, buildings, equipment and significant improvements to existing plant and equipment or, in the case of acquisitions, a fair market value appraisal of such assets completed at the time of acquisition. Expenditures for maintenance, repairs and minor renewals are expensed as incurred. When property or equipment is sold or otherwise disposed of, the related cost and accumulated depreciation is removed from the respective accounts and the gain or loss is recognized. No event or indicator of impairment occurred during the three years ended September 30, 2015, which would require additional impairment testing of property, plant and equipment. Depreciation expense, which includes amortization of assets under capital leases, was $62,144 , $59,488 and $62,911 for the years ended September 30, 2015 , 2014 and 2013 , respectively, and was calculated on a straight-line basis over the estimated useful lives of the assets. Depreciation included in SG&A expenses was $13,009 , $10,815 and $12,733 for the years ended September 30, 2015, 2014 and 2013. The remaining components of depreciation, attributable to manufacturing operations, are included in Cost of goods and services. Estimated useful lives for property, plant and equipment are as follows: buildings and building improvements, 25 to 40 years ; machinery and equipment, 2 to 15 years and leasehold improvements, over the term of the lease or life of the improvement, whichever is shorter. |
Goodwill and indefinite-lived intangibles | Goodwill and indefinite-lived intangibles Goodwill is the excess of the acquisition cost of a business over the fair value of the identifiable net assets acquired. Goodwill is not amortized, but is subject to an annual impairment test unless during an interim period, impairment indicators such as a significant change in the business climate exist. Griffon performed its annual impairment testing of goodwill as of September 30, 2015 . The performance of the test involves a two-step process. The first step involves comparing the fair value of Griffon’s reporting units with the reporting unit’s carrying amount, including goodwill. Griffon generally determines the fair value of its reporting units using the income approach methodology of valuation that includes the present value of expected future cash flows. This method uses market assumptions specific to Griffon’s reporting units. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, Griffon performs the second step of the goodwill impairment test to determine the amount of impairment loss. The second step compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. Griffon defines its reporting units as its three reportable segments: HBP, Telephonics and PPC. HBP consists of two components, AMES and CBP, which due to their similar economic characteristics, are aggregated into one reporting unit for goodwill testing. Griffon used 5 year projections and a 3.0% terminal value to which discount rates between 9% and 10% were applied to calculate each unit’s fair value. To substantiate fair values derived from the income approach methodology of valuation, the implied fair value was reconciled to Griffon’s market capitalization, the results of which supported the implied fair values. Any changes in key assumptions or management judgment with respect to a reporting unit or its prospects, which may result from a decline in Griffon’s stock price, a change in market conditions, market trends, interest rates or other factors outside Griffon’s control, or significant underperformance relative to historical or project future operating results, could result in a significantly different estimate of the fair value of the reporting units, which could result in a future impairment charge (level 3 inputs). Based upon the results of the annual impairment review, it was determined that the fair value of each reporting unit substantially exceeded the carrying value of the assets, as performed under step one, and no impairment existed. Similar to goodwill, Griffon tests indefinite-lived intangible assets at least annually and when indicators of impairment exist. Griffon uses a discounted cash flow method to calculate and compare the fair value of the intangible to its book value. This method uses market assumptions specific to Griffon’s reporting units, which are reasonable and supportable. If the fair value is less than the book value of the indefinite-lived intangibles, an impairment charge would be recognized. |
Definite-lived long-lived assets | Definite-lived long-lived assets Amortizable intangible assets are carried at cost less accumulated amortization. For financial reporting purposes, definite-lived intangible assets are amortized on a straight-line basis over their useful lives, generally eight to twenty-five years . Long-lived assets and certain identifiable intangible assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. |
Income taxes | Income taxes Income taxes are accounted for under the liability method. Deferred taxes reflect the tax consequences on future years of differences between the tax basis of assets and liabilities and their financial reporting amounts. The carrying value of Griffon’s deferred tax assets is dependent upon Griffon’s ability to generate sufficient future taxable income in certain tax jurisdictions. Should Griffon determine that it is more likely than not that some portion of the deferred tax assets will not be realized, a valuation allowance against the deferred tax assets would be established in the period such determination was made. Griffon provides for uncertain tax positions and any related interest and penalties based upon Management’s assessment of whether a tax benefit is more likely than not of being sustained upon examination by tax authorities. At September 30, 2015 Griffon believes that it has appropriately accounted for all unrecognized tax benefits. As of September 30, 2015 , 2014 and 2013 , Griffon has recorded unrecognized tax benefits in the amount of $7,851 , $7,906 and $10,520 , respectively. Accrued interest and penalties related to income tax matters are recorded in the provision for income taxes. |
Research and development costs, shipping and handling costs and advertising costs | Research and development costs, shipping and handling costs and advertising costs Research and development costs not recoverable under contractual arrangements are charged to SG&A expense as incurred and amounted to $25,600 , $23,400 and $22,400 in 2015 , 2014 and 2013 , respectively. SG&A expenses include shipping and handling costs of $40,800 in 2015 , $42,400 in 2014 and $39,600 in 2013 and advertising costs, which are expensed as incurred, of $24,000 in 2015 , $24,000 in 2014 and $23,000 in 2013 . |
Risk, retention and insurance | Risk, retention and insurance Griffon’s property and casualty insurance programs contain various deductibles that, based on Griffon’s experience, are reasonable and customary for a company of its size and risk profile. Griffon generally maintains deductibles for claims and liabilities related primarily to workers’ compensation, general, product and automobile liability as well as property damage and business interruption losses resulting from certain events. Griffon does not consider any of the deductibles to represent a material risk to Griffon. Griffon accrues for claim exposures that are probable of occurrence and can be reasonably estimated. Insurance is maintained to transfer risk beyond the level of self-retention and provides protection on both an individual claim and annual aggregate basis. |
Pension benefits | Pension benefits Griffon sponsors defined and supplemental benefit pension plans for certain retired employees. Annual amounts relating to these plans are recorded based on actuarial projections, which include various actuarial assumptions, including discount rates, assumed rates of return, compensation increases and turnover rates. Actuarial assumptions used to determine pension liabilities, assets and expense are reviewed annually and modified based on current economic conditions and trends. The expected return on plan assets is determined based on the nature of the plan's investments and expectations for long-term rates of return. The discount rate used to measure obligations is based on a corporate bond spot-rate yield curve that matches projected future benefit payments, with the appropriate spot rate applicable to the timing of the projected future benefit payments. Assumptions used in determining Griffon’s obligations under the defined benefit pension plans are believed to be reasonable, based on experience and advice from independent actuaries; however, differences in actual experience or changes in assumptions may materially impact Griffon’s financial position or results of operations. All of the defined benefit plans are frozen and have ceased accruing benefits. |
Newly issued but not yet effective accounting pronouncements | Newly issued but not yet effective accounting pronouncements In May 2014, the FASB issued guidance on revenue from contracts with customers. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. Other major provisions include capitalization of certain contract costs, consideration of time value of money in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved, in certain circumstances. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity's contracts with customers. This guidance permits the use of either the retrospective or cumulative effect transition method and is effective for the Company beginning in 2019; early adoption is permitted beginning in 2018. We have not yet selected a transition method and are currently evaluating the impact of the guidance on the Company's financial condition, results of operations and related disclosures. In August 2014, the FASB issued guidance on management's responsibility in evaluating whether there is substantial doubt about a company's ability to continue as a going concern and related footnote disclosures. Management will be required to evaluate, at each reporting period, whether there are conditions or events that raise substantial doubt about a company's ability to continue as a going concern within one year from the date the financial statements are issued. This guidance is effective prospectively for annual and interim reporting period beginning in 2017; implementation of this guidance is not expected to have a material effect on the Company’s financial condition or results of operations. |
Recently issued effective accounting pronouncements | Recently issued effective accounting pronouncements In July 2013, the FASB issued new accounting guidance requiring an unrecognized tax benefit to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss or tax credit carryforward, except for instances when the carryforward is not available to settle any additional income taxes and an entity does not intend to use the deferred tax benefit for these purposes. In these circumstances, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This guidance was effective for fiscal for fiscal years beginning after December 15, 2013, and accordingly, the Company adopted this guidance effective October 1, 2014. Adoption of this standard did not have a significant impact on the Company's consolidated financial statements. In April 2014, the FASB issued guidance changing the requirements for reporting discontinued operations where a disposal of a component of an entity or group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results when either classified as held for sale, or disposed of by sale or otherwise disposed. The amendment also requires enhanced disclosures about the discontinued operation and disclosure information for other significant dispositions. This guidance was effective for the Company beginning in 2015. Adoption of this standard did not have a significant impact on the Company's consolidated financial statements. In April 2015, the FASB issued guidance on simplifying the presentation of debt issuance costs. This guidance required debt issuance costs on the balance sheet to be presented as a direct deduction from the carrying amount of a related debt liability, similar to debt discounts. The Company early adopted this guidance in March 2015 and applied it retrospectively for all periods presented in the financial statements. Adoption of this standard did not have a significant impact on the Company's consolidated financial statements. The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Cyclone Northcote Total Current Assets and Other, net of cash acquired $ 21,116 $ 7,398 $ 28,514 PP&E 488 1,385 1,873 Goodwill 13,587 11,254 24,841 Amortizable intangible assets 11,608 6,098 17,706 Indefinite life intangible assets 3,548 3,121 6,669 Total assets acquired $ 50,347 $ 29,256 $ 79,603 Total liabilities assumed (10,822 ) (7,475 ) $ (18,297 ) Net assets acquired $ 39,525 $ 21,781 $ 61,306 |
Schedule of Intangible Assets and Goodwill | The amounts assigned to major intangible asset classifications, none of which are tax deductible, are as follows: Cyclone Northcote Total Amortization Goodwill $ 13,587 $ 11,254 $ 24,841 N/A Trade names 3,548 3,121 6,669 Indefinite Customer relationships 11,608 6,098 17,706 25 $ 28,743 $ 20,473 $ 49,216 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | The following table details the components of inventory: At September 30, At September 30, Raw materials and supplies $ 91,973 $ 75,560 Work in process 70,811 67,866 Finished goods 163,025 146,709 Total $ 325,809 $ 290,135 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | The following table details the components of property, plant and equipment, net: At September 30, At September 30, Land, building and building improvements $ 131,546 $ 127,714 Machinery and equipment 747,194 720,417 Leasehold improvements 47,465 42,852 926,205 890,983 Accumulated depreciation and amortization (546,233 ) (520,418 ) Total $ 379,972 $ 370,565 |
GOODWILL AND OTHER INTANGIBLES
GOODWILL AND OTHER INTANGIBLES (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table provides changes in carrying value of goodwill by segment through the year ended September 30, 2015 : At September 30, Goodwill from 2014 acquisitions Other adjustments including currency translations September 30, Other adjustments including currency translations September 30, Home & Building Products $ 266,531 $ 24,841 $ (711 ) $ 290,661 $ (4,836 ) $ 285,825 Telephonics 18,545 — — 18,545 — 18,545 PPC 69,383 — (4,478 ) 64,905 (13,034 ) 51,871 Total $ 354,459 $ 24,841 $ (5,189 ) $ 374,111 $ (17,870 ) $ 356,241 |
Schedule Of Identifiable Intangible Assets | The following table provides the gross carrying value and accumulated amortization for each major class of intangible asset: At September 30, 2015 At September 30, 2014 Gross Carrying Amount Accumulated Amortization Average Life (Years) Gross Carrying Amount Accumulated Amortization Customer relationships $ 168,560 $ 39,755 25 $ 180,282 $ 35,280 Unpatented technology 6,107 3,525 12.5 6,500 3,313 Total amortizable intangible assets 174,667 43,280 186,782 38,593 Trademarks 82,450 — 85,434 — Total intangible assets $ 257,117 $ 43,280 $ 272,216 $ 38,593 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures | The following amounts related primarily to the Installation Services segment have been segregated from Griffon’s continuing operations and are reported as assets and liabilities of discontinued operations in the consolidated balance sheets: At September 30, At September 30, Assets of discontinued operations: Prepaid and other current assets $ 1,316 $ 1,624 Other long-term assets 2,175 2,126 Total assets of discontinued operations $ 3,491 $ 3,750 Liabilities of discontinued operations: Accrued liabilities, current $ 2,229 $ 3,282 Other long-term liabilities 3,379 3,830 Total liabilities of discontinued operations $ 5,608 $ 7,112 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | The following table details the components of accrued liabilities: At September 30, At September 30, Compensation $ 53,805 $ 57,860 Interest 3,395 3,400 Warranties and rebates 6,501 6,950 Insurance 12,401 9,010 Rent, utilities and freight 2,094 1,653 Income and other taxes 12,105 6,446 Marketing and advertising 1,809 1,650 Restructuring 481 5,228 Other 12,406 11,360 Total $ 104,997 $ 103,557 |
RESTRUCTURING AND OTHER RELAT37
RESTRUCTURING AND OTHER RELATED CHARGES (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Restructuring and Related Activities [Abstract] | |
Schedule Of Restructuring And Other Related Charges | A summary of the restructuring and other related charges included in the line item “Restructuring and other related charges” in the Consolidated Statements of Operations recognized for 2013 and 2014 were as follows: Workforce Reduction Facilities & Exit Costs Other Related Costs Non-cash Facility and Other Total Amounts incurred in the year ended: September 30, 2013 $ 5,649 $ 1,668 $ 1,629 $ 4,316 $ 13,262 September 30, 2014 5,382 548 206 — 6,136 |
Schedule of Restructuring Reserve by Type of Cost | The activity in the restructuring accrual recorded in Accrued liabilities consisted of the following: Workforce Reduction Facilities & Exit Costs Other Related Costs Total Accrued liability at September 30, 2013 $ 3,057 $ 393 $ 407 $ 3,857 Charges 5,382 548 206 6,136 Payments (3,211 ) (941 ) (613 ) (4,765 ) Accrued liability at September 30, 2014 $ 5,228 $ — $ — $ 5,228 Payments (4,747 ) — — (4,747 ) Accrued liability at September 30, 2015 $ 481 $ — $ — $ 481 |
WARRANTY LIABILITY (Tables)
WARRANTY LIABILITY (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Product Warranties Disclosures [Abstract] | |
Schedule of Product Warranty Liability | Changes in Griffon’s warranty liability, included in Accrued liabilities, were as follows: Years Ended September 30, 2015 2014 Balance, beginning of period $ 4,934 $ 6,649 Warranties issued and changes in estimated pre-existing warranties 5,790 2,379 Actual warranty costs incurred (5,968 ) (4,094 ) Balance, end of period $ 4,756 $ 4,934 |
NOTES PAYABLE, CAPITALIZED LE39
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments for Capital Leases | The present value of the net minimum payments on capitalized leases as of September 30, 2015 was follows: At September 30, Total minimum lease payments $ 10,970 Less amount representing interest payments (2,176 ) Present value of net minimum lease payments 8,794 Current portion (1,575 ) Capitalized lease obligation, less current portion $ 7,219 |
Schedule of Debt | Debt at September 30, 2015 and 2014 consisted of the following: At September 30, 2015 Outstanding Balance Original Issuer Discount Capitalized Fees & Expenses Balance Sheet Coupon Interest Rate Senior note due 2022 (a) $ 600,000 $ — $ (8,264 ) $ 591,736 5.25 % Revolver due 2020 (b) 35,000 — (2,049 ) 32,951 n/a Convert. debt due 2017 (c) 100,000 (5,594 ) (571 ) 93,835 4.00 % Real estate mortgages (d) 32,280 — (470 ) 31,810 n/a ESOP Loans (e) 36,744 — (224 ) 36,520 n/a Capital lease - real estate (f) 7,524 — (156 ) 7,368 5.00 % Non U.S. lines of credit (g) 8,934 (3 ) 8,931 n/a Non U.S. term loans (g) 39,142 — (299 ) 38,843 n/a Other long term debt (h) 1,575 — — 1,575 n/a Totals 861,199 (5,594 ) (12,036 ) 843,569 less: Current portion (16,593 ) — — (16,593 ) Long-term debt $ 844,606 $ (5,594 ) $ (12,036 ) $ 826,976 At September 30, 2014 Outstanding Balance Original Issuer Discount Capitalized Balance Sheet Coupon Interest Rate Senior notes due 2022 (a) $ 600,000 $ — $ (9,553 ) $ 590,447 5.25 % Revolver due 2020 (b) 25,000 — (2,009 ) 22,991 n/a Convert. debt due 2017 (c) 100,000 (9,584 ) (1,034 ) 89,382 4.00 % Real estate mortgages (d) 16,388 — (576 ) 15,812 n/a ESOP Loans (e) 38,946 — (262 ) 38,684 n/a Capital lease - real estate (f) 8,551 — (181 ) 8,370 5.00 % Non U.S. lines of credit (g) 3,306 — — 3,306 n/a Non U.S. term loans (g) 28,470 — (161 ) 28,309 n/a Other long term debt (h) 1,910 — (24 ) 1,886 Totals 822,571 (9,584 ) (13,800 ) 799,187 less: Current portion (7,886 ) — — (7,886 ) Long-term debt $ 814,685 $ (9,584 ) $ (13,800 ) $ 791,301 ) On February 27, 2014, in an unregistered offering through a private placement under Rule 144A, Griffon issued, at par, $600,000 of 5.25% Senior Notes due in 2022 (“Senior Notes”); interest is payable semi-annually on March 1 and September 1. Proceeds from the Senior Notes were used to redeem $550,000 of 7.125% senior notes due 2018, to pay a call and tender offer premium of $31,530 and to make interest payments of $16,716 , with the balance used to pay a portion of the related transaction fees and expenses. In connection with the issuance of the Senior Notes, all obligations under the $550,000 of 7.125% senior notes due in 2018 were discharged. The Senior Notes are senior unsecured obligations of Griffon guaranteed by certain domestic subsidiaries, and subject to certain covenants, limitations and restrictions. On June 18, 2014, Griffon exchanged all of the Senior Notes for substantially identical Senior Notes registered under the Securities Act of 1933 via an exchange offer. The fair value of Senior Notes approximated $570,000 on September 30, 2014 based upon quoted market prices (level 1 inputs). In connection with these transactions, Griffon capitalized $10,313 of underwriting fees and other expenses incurred related to the issuance and exchange of the Senior Notes, which will amortize over the term of such notes. Griffon recognized a loss on the early extinguishment of debt on the 7.125% senior notes aggregating $38,890 , comprised of the $31,530 tender offer premium, the write-off of $6,574 of remaining deferred financing fees and $786 of prepaid interest on defeased notes. (b) On March 13, 2015, Griffon amended its Revolving Credit Facility (“Credit Agreement”) to increase the credit facility from $225,000 to $250,000 , extend its maturity from March 28, 2019 to March 13, 2020, and modify certain other provisions of the facility. The facility includes a letter sub-facility with a limit of $50,000 (decreased from $60,000 ), and a multi-currency sub-facility of $50,000 . The Credit Agreement provides for same day borrowings of base rate loans in lieu of a swing line sub-facility. Borrowings under the Credit Agreement may be repaid and re-borrowed at any time, subject to final maturity of the facility, or the occurrence or event of default under the Credit Agreement. Interest is payable on borrowings at either a LIBOR or base rate benchmark rate, in each case without a floor, plus an applicable margin, which adjusts based on financial performance. Current margins are 1.00% for base rate loans and 2.00% 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. The Credit Agreement also has a minimum liquidity covenant that requires cash and available borrowings under the Credit Agreement in the aggregate to equal or exceed $100 million during the six month period prior to maturity of the 2017 Notes (which mature on January 15, 2017); such covenant will no longer apply after payment in full of the 2017 Notes. 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 each of 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 ranks pari passu with the lien granted on such assets under the Credit Agreement; see footnote (d) below). At September 30, 2015 , outstanding borrowings and standby letters of credit were $35,000 and $16,938 , respectively, under the Credit Agreement; $198,062 was available for borrowing at that date. (c) On December 21, 2009, Griffon issued $100,000 principal of 4% convertible subordinated notes due 2017 (the “2017 Notes”). The current conversion rate of the 2017 Notes is 69.3811 shares of Griffon’s common stock per $1 principal amount of notes, corresponding to a conversion price of $14.41 per share. Prior to July 15, 2016, if for at least 20 trading days out of the last 30 trading days during any fiscal quarter the closing price of Griffon's common stock is 130% or greater than the conversion price on each such trading day, then at any time during the immediately subsequent fiscal quarter any holder has the option to convert such holder's notes (and the Company is required to notify the trustee under the notes, and the holders of the notes, that this condition to conversion has been met). At any time on or after July 15, 2016, any holder has the option to convert such holder's notes into shares of Griffon common stock. Griffon has the intent and ability to settle the principal component of any conversion of notes in cash. When a cash dividend is declared that would result in an adjustment to the conversion ratio of less than 1% , any adjustment to the conversion ratio is deferred until the first to occur of (i) actual conversion; (ii) the 42nd trading day prior to maturity of the notes; and (iii) such time as the cumulative adjustment equals or exceeds 1% . As of September 30, 2015 , aggregate dividends since the last conversion price adjustment of $0.08 per share would have resulted in an adjustment to the conversion ratio of approximately 0.48% . At both September 30, 2015 and 2014 , the 2017 Notes had a capital in excess of par component, net of tax, of $15,720 . The fair value of the 2017 Notes approximated $118,875 on September 30, 2015 based upon quoted market prices (level 1 inputs). These notes are classified as long term debt as Griffon has the intent and ability to refinance the principal amount of the notes, including with borrowings under the Credit Agreement. (d) In September 2015, Griffon entered into a $32,280 mortgage loan secured by four properties occupied by Griffon's subsidiaries, refinancing two existing real estate mortgages and providing new mortgages on two existing real estate properties. The loans mature in September 2025 , are collateralized by the specific properties financed and are guaranteed by Griffon. The loans bear interest at a rate of LIBOR plus 1.50% . (e) In December 2013, Griffon’s Employee Stock Ownership Plan (“ESOP”) entered into an agreement that refinanced the two existing ESOP loans into one new Term Loan in the amount of $21,098 (the "Agreement"). The Agreement also provided for a Line Note with $10,000 available to purchase shares of Griffon common stock in the open market. In July 2014, Griffon's ESOP entered into an amendment of the existing Agreement which provided an additional $10,000 Line Note available to purchase shares in the open market. During 2014, the Line Notes were combined with the Term Loan to form one new Term Loan. The Term Loan bears interest at LIBOR plus 2.38% or the lender’s prime rate, at Griffon’s option. The Term Loan requires quarterly principal payments of $551 , with a balloon payment of approximately $30,137 due at maturity on December 31, 2018. During 2014, 1,591,117 shares of Griffon common stock, for a total of $20,000 , or $12.57 per share, were purchased with proceeds from the Line Notes. 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. (g) In September 2015, Clopay Europe GMBH (“Clopay Europe”) entered into a EUR 5,000 ( $5,599 as of September 30, 2015) revolving credit facility and a EUR 15,000 ( $16,795 as of September 30, 2015) 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 November 2016, but is renewable upon mutual agreement with the bank. The revolving credit facility accrues interest at EURIBOR plus 1.75% per annum ( 1.75% at September 30, 2015). 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 15 million and the revolver had no borrowings outstanding at September 30, 2015 . 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). Clopay do Brasil maintains lines of credit of approximately R $12,800 ( $3,222 as of September 30, 2015). Interest on borrowings accrues at a rate of Brazilian CDI plus 6.0% ( 20.13% at September 30, 2015 ). As of September 30, 2015 , there was approximately R $7,652 ( $1,926 as of September 30, 2015) borrowed under the lines borrowed under the lines. PPC guarantees the loan and lines. In November 2012, Garant G.P. (“Garant”) entered into a CAD 15,000 revolving credit facility. The facility accrues interest at LIBOR (USD) or the Bankers Acceptance Rate (CDN) plus 1.3% per annum ( 1.63% LIBOR USD and 2.03% Bankers Acceptance Rate CDN as of September 30, 2015 ). The revolving facility matures in October 2016. Garant is required to maintain a certain minimum equity. As of September 30, 2015 , there were CAD 7,481 ( $5,606 as of September 30, 2015) borrowed under the revolving credit facility with CAD 6,307 ( $4,726 as of September 30, 2015) available for borrowing. In December 2013 and May 2014, Northcote Holdings Pty Ltd entered into two unsecured term loans in the outstanding amounts of AUD 12,500 and AUD 20,000 . The AUD 12,500 term loan requires quarterly interest payments with principal due upon maturity in December 2016. The AUD 20,000 term loan requires quarterly principal payments of AUD 625 , with a balloon payment due upon maturity in May 2017. The loans accrue interest at Bank Bill Swap Bid Rate “BBSY” plus 2.8% per annum ( 4.98% at September 30, 2015 for each loan). As of September 30, 2015 , Griffon had an outstanding combined balance of AUD 31,874 ( $22,347 as of September 30, 2015) on the term loans, net of issuance costs. Subsidiaries of Northcote Holdings Pty Ltd also maintain two lines of credit of AUD 3,000 and AUD 5,000 ( $2,103 and $3,506 , respectively, as of September 30, 2015), which accrue interest at BBSY plus 2.25% per annum ( 4.43% at September 30, 2015 ) and 2.50% per annum ( 4.68% at September 30, 2015), respectively. As of September 30, 2015, there was AUD 2,000 ( $1,402 as of September 30, 2015) in outstanding borrowings under the lines. Griffon Corporation guarantees the term loans and the AUD 3,000 line of credit; the assets of a subsidiary of Northcote Holdings Pty Ltd secures the AUD 5,000 line of credit. (h) Ot |
Schedule of Interest Expense For Long Term Debt | Interest expense consists of the following for the years ended September 30, 2015 , 2014 and 2013 . Year Ended September 30, 2015 Effective Interest Rate Cash Interest Amort. Debt Discount Amort. Deferred Cost & Other Fees Total Interest Expense Senior notes due 2022 (a) 5.46 % 31,500 — 1,289 32,789 Revolver due 2018 (b) n/a 2,301 — 520 2,821 Convert. debt due 2017 (c) 9.1 % 4,000 3,989 444 8,433 Real estate mortgages (d) 3.8 % 468 — 576 1,044 ESOP Loans (e) 2.9 % 1,025 — 69 1,094 Capital lease - real estate (f) 5.3 % 405 — 25 430 Non U.S. lines of credit (g) n/a 661 — — 661 Non U.S. term loans (g) n/a 1,335 — 57 1,392 Other long term debt (h) n/a 166 13 179 Capitalized interest (670 ) (670 ) Totals $ 41,191 $ 3,989 $ 2,993 $ 48,173 Year Ended September 30, 2014 Effective Interest Rate Cash Interest Amort. Debt Discount Amort. Deferred Cost & Other Fees Total Interest Expense Senior notes due 2018 (a) 7.4 % $ 15,930 $ — $ 667 $ 16,597 Senior notes due 2022 (a) 5.25 % 18,550 — 759 19,309 Revolver due 2018 (b) n/a 1,094 — 570 1,664 Convert. debt due 2017 (c) 9.1 % 4,000 3,662 443 8,105 Real estate mortgages (d) 3.9 % 500 — 144 644 ESOP Loans (e) 2.8 % 747 — 54 801 Capital lease - real estate (f) 5.3 % 456 — 25 481 Non U.S. lines of credit (g) n/a 919 — 27 946 Non U.S. term loan (g) n/a 847 — 36 883 Other long term debt (h) 70 — 40 110 Capitalized interest (1,093 ) — — (1,093 ) Totals 42,020 3,662 2,765 48,447 Year Ended September 30, 2013 Effective Interest Rate Cash Interest Amort. Debt Discount Amort. Deferred Cost & Other Fees Total Interest Expense Senior notes due 2018 (a) 7.4 % $ 39,188 $ — $ 1,626 $ 40,814 Revolver due 2016 (b) n/a 785 — 582 1,367 Convert. debt due 2017 (c) 9.1 % 4,000 3,361 443 7,804 Real estate mortgages (d) 4.9 % 538 — 86 624 ESOP Loans (e) 2.9 % 628 — 8 636 Capital lease - real estate (f) 5.3 % 504 — 25 529 Non U.S. lines of credit (g) n/a 520 — — 520 Non U.S. term loans (g) n/a 216 — 14 230 Other long term debt (h) 553 — — 553 Term loan due 2013 3.9 % 271 — 87 358 Revolver due 2013 0.5 % 68 — — 68 Capitalized interest (983 ) — — (983 ) Totals $ 46,288 $ 3,361 $ 2,871 $ 52,520 Minimum payments under debt agreements for the next five years are as follows: $7,886 in 2016 , $33,332 in 2017 , $4,531 in 2018 , $104,442 in 2019 , $57,402 in 2020 and $614,978 thereafter. (a) On February 27, 2014, in an unregistered offering through a private placement under Rule 144A, Griffon issued, at par, $600,000 of 5.25% Senior Notes due in 2022 (“Senior Notes”); interest is payable semi-annually on March 1 and September 1. Proceeds from the Senior Notes were used to redeem $550,000 of 7.125% senior notes due 2018, to pay a call and tender offer premium of $31,530 and to make interest payments of $16,716 , with the balance used to pay a portion of the related transaction fees and expenses. In connection with the issuance of the Senior Notes, all obligations under the $550,000 of 7.125% senior notes due in 2018 were discharged. The Senior Notes are senior unsecured obligations of Griffon guaranteed by certain domestic subsidiaries, and subject to certain covenants, limitations and restrictions. On June 18, 2014, Griffon exchanged all of the Senior Notes for substantially identical Senior Notes registered under the Securities Act of 1933 via an exchange offer. The fair value of Senior Notes approximated $570,000 on September 30, 2014 based upon quoted market prices (level 1 inputs). In connection with these transactions, Griffon capitalized $10,313 of underwriting fees and other expenses incurred related to the issuance and exchange of the Senior Notes, which will amortize over the term of such notes. Griffon recognized a loss on the early extinguishment of debt on the 7.125% senior notes aggregating $38,890 , comprised of the $31,530 tender offer premium, the write-off of $6,574 of remaining deferred financing fees and $786 of prepaid interest on defeased notes. (b) On March 13, 2015, Griffon amended its Revolving Credit Facility (“Credit Agreement”) to increase the credit facility from $225,000 to $250,000 , extend its maturity from March 28, 2019 to March 13, 2020, and modify certain other provisions of the facility. The facility includes a letter sub-facility with a limit of $50,000 (decreased from $60,000 ), and a multi-currency sub-facility of $50,000 . The Credit Agreement provides for same day borrowings of base rate loans in lieu of a swing line sub-facility. Borrowings under the Credit Agreement may be repaid and re-borrowed at any time, subject to final maturity of the facility, or the occurrence or event of default under the Credit Agreement. Interest is payable on borrowings at either a LIBOR or base rate benchmark rate, in each case without a floor, plus an applicable margin, which adjusts based on financial performance. Current margins are 1.00% for base rate loans and 2.00% 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. The Credit Agreement also has a minimum liquidity covenant that requires cash and available borrowings under the Credit Agreement in the aggregate to equal or exceed $100 million during the six month period prior to maturity of the 2017 Notes (which mature on January 15, 2017); such covenant will no longer apply after payment in full of the 2017 Notes. 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 each of 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 ranks pari passu with the lien granted on such assets under the Credit Agreement; see footnote (d) below). At September 30, 2015 , outstanding borrowings and standby letters of credit were $35,000 and $16,938 , respectively, under the Credit Agreement; $198,062 was available for borrowing at that date. (c) On December 21, 2009, Griffon issued $100,000 principal of 4% convertible subordinated notes due 2017 (the “2017 Notes”). The current conversion rate of the 2017 Notes is 69.3811 shares of Griffon’s common stock per $1 principal amount of notes, corresponding to a conversion price of $14.41 per share. Prior to July 15, 2016, if for at least 20 trading days out of the last 30 trading days during any fiscal quarter the closing price of Griffon's common stock is 130% or greater than the conversion price on each such trading day, then at any time during the immediately subsequent fiscal quarter any holder has the option to convert such holder's notes (and the Company is required to notify the trustee under the notes, and the holders of the notes, that this condition to conversion has been met). At any time on or after July 15, 2016, any holder has the option to convert such holder's notes into shares of Griffon common stock. Griffon has the intent and ability to settle the principal component of any conversion of notes in cash. When a cash dividend is declared that would result in an adjustment to the conversion ratio of less than 1% , any adjustment to the conversion ratio is deferred until the first to occur of (i) actual conversion; (ii) the 42nd trading day prior to maturity of the notes; and (iii) such time as the cumulative adjustment equals or exceeds 1% . As of September 30, 2015 , aggregate dividends since the last conversion price adjustment of $0.08 per share would have resulted in an adjustment to the conversion ratio of approximately 0.48% . At both September 30, 2015 and 2014 , the 2017 Notes had a capital in excess of par component, net of tax, of $15,720 . The fair value of the 2017 Notes approximated $118,875 on September 30, 2015 based upon quoted market prices (level 1 inputs). These notes are classified as long term debt as Griffon has the intent and ability to refinance the principal amount of the notes, including with borrowings under the Credit Agreement. (d) In September 2015, Griffon entered into a $32,280 mortgage loan secured by four properties occupied by Griffon's subsidiaries, refinancing two existing real estate mortgages and providing new mortgages on two existing real estate properties. The loans mature in September 2025 , are collateralized by the specific properties financed and are guaranteed by Griffon. The loans bear interest at a rate of LIBOR plus 1.50% . (e) In December 2013, Griffon’s Employee Stock Ownership Plan (“ESOP”) entered into an agreement that refinanced the two existing ESOP loans into one new Term Loan in the amount of $21,098 (the "Agreement"). The Agreement also provided for a Line Note with $10,000 available to purchase shares of Griffon common stock in the open market. In July 2014, Griffon's ESOP entered into an amendment of the existing Agreement which provided an additional $10,000 Line Note available to purchase shares in the open market. During 2014, the Line Notes were combined with the Term Loan to form one new Term Loan. The Term Loan bears interest at LIBOR plus 2.38% or the lender’s prime rate, at Griffon’s option. The Term Loan requires quarterly principal payments of $551 , with a balloon payment of approximately $30,137 due at maturity on December 31, 2018. During 2014, 1,591,117 shares of Griffon common stock, for a total of $20,000 , or $12.57 per share, were purchased with proceeds from the Line Notes. 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. (g) In September 2015, Clopay Europe GMBH (“Clopay Europe”) entered into a EUR 5,000 ( $5,599 as of September 30, 2015) revolving credit facility and a EUR 15,000 ( $16,795 as of September 30, 2015) 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 November 2016, but is renewable upon mutual agreement with the bank. The revolving credit facility accrues interest at EURIBOR plus 1.75% per annum ( 1.75% at September 30, 2015). 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 15 million and the revolver had no borrowings outstanding at September 30, 2015 . 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). Clopay do Brasil maintains lines of credit of approximately R $12,800 ( $3,222 as of September 30, 2015). Interest on borrowings accrues at a rate of Brazilian CDI plus 6.0% ( 20.13% at September 30, 2015 ). As of September 30, 2015 , there was approximately R $7,652 ( $1,926 as of September 30, 2015) borrowed under the lines borrowed under the lines. PPC guarantees the loan and lines. In November 2012, Garant G.P. (“Garant”) entered into a CAD 15,000 revolving credit facility. The facility accrues interest at LIBOR (USD) or the Bankers Acceptance Rate (CDN) plus 1.3% per annum ( 1.63% LIBOR USD and 2.03% Bankers Acceptance Rate CDN as of September 30, 2015 ). The revolving facility matures in October 2016. Garant is required to maintain a certain minimum equity. As of September 30, 2015 , there were CAD 7,481 ( $5,606 as of September 30, 2015) borrowed under the revolving credit facility with CAD 6,307 ( $4,726 as of September 30, 2015) available for borrowing. In December 2013 and May 2014, Northcote Holdings Pty Ltd entered into two unsecured term loans in the outstanding amounts of AUD 12,500 and AUD 20,000 . The AUD 12,500 term loan requires quarterly interest payments with principal due upon maturity in December 2016. The AUD 20,000 term loan requires quarterly principal payments of AUD 625 , with a balloon payment due upon maturity in May 2017. The loans accrue interest at Bank Bill Swap Bid Rate “BBSY” plus 2.8% per annum ( 4.98% at September 30, 2015 for each loan). As of September 30, 2015 , Griffon had an outstanding combined balance of AUD 31,874 ( $22,347 as of September 30, 2015) on the term loans, net of issuance costs. Subsidiaries of Northcote Holdings Pty Ltd also maintain two lines of credit of AUD 3,000 and AUD 5,000 ( $2,103 and $3,506 , respectively, as of September 30, 2015), which accrue interest at BBSY plus 2.25% per annum ( 4.43% at September 30, 2015 ) and 2.50% per annum ( 4.68% at September 30, 2015), respectively. As of September 30, 2015, there was AUD 2,000 ( $1,402 as of September 30, 2015) in outstanding borrowings under the lines. Griffon Corporation guarantees the term loans and the AUD 3,000 line of credit; the assets of a subsidiary of Northcote Holdings Pty Ltd secures the AUD 5,000 line of credit. (h) Ot |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of Net Benefit Costs | Net periodic costs (benefits) were as follows: Defined Benefits for the Years Ended September 30, Supplemental Benefits for the Years Ended September 30, 2015 2014 2013 2015 2014 2013 Net periodic (benefits) costs: Service cost $ — $ 22 $ 165 $ — $ — $ 35 Interest cost 7,526 8,205 7,977 1,302 1,497 1,344 Expected return on plan assets (11,728 ) (11,309 ) (11,869 ) — — — Recognition of settlement — — 2,142 — — — Amortization of: Prior service costs 1 1 6 16 14 14 Actuarial loss 1,008 885 1,795 1,157 1,034 1,288 Total net periodic (benefits) costs $ (3,193 ) $ (2,196 ) $ 216 $ 2,475 $ 2,545 $ 2,681 |
Schedule of Assumptions Used | The weighted-average assumptions used in determining the net periodic (benefits) costs were as follows: Defined Benefits for the Years Ended September 30, Supplemental Benefits for the Years Ended September 30, 2015 2014 2013 2015 2014 2013 Discount rate 3.98 % 4.49 % 3.67 % 3.50 % 4.09 % 3.40 % Average wage increase — % 0.15 % 0.11 % — % — % 4.87 % Expected return on assets 8.00 % 8.00 % 7.80 % — — — |
Schedule Of Plan Assets And Benefit Obligation Of Defined Benefit Plan | Plan assets and benefit obligation of the defined and supplemental benefit plans were as follows: Defined Benefits at September 30, Supplemental Benefits at September 30, 2015 2014 2015 2014 Change in benefit obligation: Benefit obligation at beginning of fiscal year $ 194,327 $ 195,961 $ 38,207 $ 38,674 Benefits earned during the year — 22 — — Interest cost 7,526 8,205 1,302 1,497 Plan participant contributions — 3 — — Benefits paid (10,300 ) (10,359 ) (4,082 ) (4,083 ) Benefits paid - settlement — — — — Plan settlement — (9,780 ) — — Effect of foreign currency — 37 — — Actuarial (gain) loss (6,707 ) 10,238 1,878 2,119 Actuarial gain - settlement — — — — Benefit obligation at end of fiscal year 184,846 194,327 37,305 38,207 Change in plan assets: Fair value of plan assets at beginning of fiscal year 154,966 153,731 — — Actual return on plan assets (1,711 ) 12,830 — — Plan participant contributions — 3 — — Company contributions 1,670 7,433 4,082 4,083 Effect of foreign currency — 26 — — Benefits paid (10,300 ) (10,359 ) (4,082 ) (4,083 ) Benefits paid - settlement — — — — Plan settlement — (8,698 ) Fair value of plan assets at end of fiscal year 144,625 154,966 — — Projected benefit obligation in excess of plan assets $ (40,221 ) $ (39,361 ) $ (37,305 ) $ (38,207 ) Amounts recognized in the statement of financial position consist of: Accrued liabilities $ — $ — $ (4,056 ) $ (4,058 ) Other liabilities (long-term) (40,221 ) (39,361 ) (33,249 ) (34,149 ) Total Liabilities (40,221 ) (39,361 ) (37,305 ) (38,207 ) Net actuarial losses 29,158 23,433 21,139 20,420 Prior service cost 2 2 71 85 Deferred taxes (10,206 ) (8,202 ) (7,423 ) (7,177 ) Total Accumulated other comprehensive loss, net of tax 18,954 15,233 13,787 13,328 Net amount recognized at September 30, $ (21,267 ) $ (24,128 ) $ (23,518 ) $ (24,879 ) Accumulated benefit obligations $ 184,846 $ 194,327 $ 37,305 $ 38,207 Information for plans with accumulated benefit obligations in excess of plan assets: ABO $ 184,846 $ 194,327 $ 37,305 $ 38,207 PBO 184,846 194,327 37,305 38,207 Fair value of plan assets 144,625 154,966 — — |
Schedule Of Weighted Average Assumptions Used in Defined And Supplemental Benefit Obligations | The weighted-average assumptions used in determining the benefit obligations were as follows: Defined Benefits at September 30, Supplemental Benefits at September 30, 2015 2014 2015 2014 Weighted average discount rate 3.94 % 3.98 % 3.52 % 3.60 % Weighted average wage increase — % — % — % — % |
Schedule Of Actual And Weighted Average Assets Allocation for Qualified Benefit plans | The actual and weighted-average asset allocation for qualified benefit plans were as follows: At September 30, 2015 2014 Target Equity securities 52.7 % 56.4 % 63.0 % Fixed income 41.0 % 38.1 % 37.0 % Other 6.3 % 5.5 % — % Total 100.0 % 100.0 % 100.0 % |
Schedule of Expected Benefit Payments | Estimated future benefit payments to retirees, which reflect expected future service, are as follows: For the years ending September 30, Defined Benefits Supplemental Benefits 2016 $ 10,618 $ 4,056 2017 10,665 3,997 2018 10,717 3,717 2019 10,804 3,550 2020 10,948 3,376 2021 through 2025 55,693 13,992 |
Schedule Of Fair Value Of Pension And Post Retirement Plan Assets By Asset Category | The following table presents the fair values of Griffon’s pension and post-retirement plan assets by asset category: At September 30, 2015 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Cash and equivalents $ 1,370 $ — $ — $ 1,370 Short-term investment funds — — — — Government agency securities — — — — Debt instruments 14,291 — — 14,291 Equity securities 44,742 — — 44,742 Commingled funds — 78,490 — 78,490 Limited partnerships and hedge fund investments — 5,732 — 5,732 Total $ 60,403 $ 84,222 $ — $ 144,625 At September 30, 2014 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Cash and equivalents $ 2,912 $ — $ — $ 2,912 Short-term investment funds — — — — Government agency securities — — — — Debt instruments 29,447 — — 29,447 Equity securities 45,870 — — 45,870 Commingled funds — 72,722 — 72,722 Insurance contracts Limited partnerships and hedge fund investments — 4,015 — 4,015 Total $ 78,229 $ 76,737 $ — $ 154,966 |
Employee Stock Ownership Plan (ESOP) Disclosures | The ESOP shares were as follows: At September 30, 2015 2014 Allocated shares 2,479,776 2,406,941 Unallocated shares 3,037,831 3,281,095 5,517,607 5,688,036 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule Of Income Loss From Continuing Operations Before Taxes | Income taxes have been based on the following components of Income before taxes and discontinued operations: For the Years Ended September 30, 2015 2014 2013 Domestic $ 54,515 $ (14,682 ) $ 16,083 Non-U.S. (879 ) 8,966 (1,750 ) $ 53,636 $ (5,716 ) $ 14,333 |
Schedule of Components of Income Tax Expense (Benefit) | Provision (benefit) for income taxes on income from continuing operations was comprised of the following: For the Years Ended September 30, 2015 2014 2013 Current $ 17,215 $ (408 ) $ 2,468 Deferred 2,132 (5,131 ) 5,075 Total $ 19,347 $ (5,539 ) $ 7,543 U.S. Federal $ 16,937 $ (6,486 ) $ 5,807 State and local 3,215 (291 ) 2,915 Non-U.S. (805 ) 1,238 (1,179 ) Total provision $ 19,347 $ (5,539 ) $ 7,543 |
Schedule of Effective Income Tax Rate Reconciliation | Differences between the effective income tax rate applied to Income from continuing operations and U.S. Federal income statutory rate were as follows: For the Years Ended September 30, 2015 2014 2013 U.S. Federal income tax provision (benefit) rate 35.0 % (35.0 )% 35.0 % State and local taxes, net of Federal benefit 4.9 % 17.5 % 2.8 % Non-U.S. taxes (4.0 )% (35.8 )% 5.3 % Change in tax contingency reserves 0.3 % (36.0 )% (10.9 )% Repatriation of foreign earnings 0.9 % 4.7 % (8.3 )% U.S. Valuation allowance (1.1 )% 4.5 % 10.1 % Non-deductible/non-taxable items, net (0.7 )% (3.4 )% 11.6 % Research credits (0.5 )% (3.9 )% (7.4 )% Deferred tax impact of state rate change — % (4.5 )% 15.0 % Other 1.3 % (5.0 )% (0.6 )% Effective tax provision (benefit) rate 36.1 % (96.9 )% 52.6 % |
Schedule of Deferred Tax Assets and Liabilities | The tax effect of temporary differences that give rise to future deferred tax assets and liabilities are as follows: At September 30, 2015 2014 Deferred tax assets: Bad debt reserves $ 2,083 $ 2,639 Inventory reserves 7,482 7,578 Deferred compensation (equity compensation and defined benefit plans) 38,169 35,683 Compensation benefits 6,186 4,662 Insurance reserve 3,079 3,336 Restructuring reserve 122 911 Warranty reserve 2,288 2,286 Net operating loss 24,089 32,512 Tax credits 6,704 6,378 Other reserves and accruals 5,206 4,164 95,408 100,149 Valuation allowance (10,462 ) (15,649 ) Total deferred tax assets 84,946 84,500 Deferred tax liabilities: Deferred income (7,432 ) (11,091 ) Goodwill and intangibles (72,645 ) (72,086 ) Property, plant and equipment (35,382 ) (34,302 ) Interest (2,053 ) (3,582 ) Other (102 ) (927 ) Total deferred tax liabilities (117,614 ) (121,988 ) Net deferred tax liabilities $ (32,668 ) $ (37,488 ) |
Schedule Of Components of Net Deferred Tax Asset Liability By Balance Sheet Account | The components of the net deferred tax liability, by balance sheet account, were as follows: At September 30, 2015 2014 Prepaid and other current assets $ 14,827 $ 13,982 Other assets 9,571 872 Current liabilities (3,793 ) (2 ) Other liabilities (54,409 ) (53,798 ) Assets of discontinued operations 1,136 1,458 Net deferred liability $ (32,668 ) $ (37,488 ) |
Schedule of Unrecognized Tax Benefits Roll Forward | The following is a roll forward of unrecognized tax benefits: Balance at September 30, 2013 $ 10,520 Additions based on tax positions related to the current year 848 Additions based on tax positions related to prior years 531 Reductions based on tax positions related to prior years (2,549 ) Lapse of Statutes (1,204 ) Settlements (240 ) Balance at September 30, 2014 7,906 Additions based on tax positions related to the current year 645 Reductions based on tax positions related to prior years (252 ) Lapse of Statutes (448 ) Balance at Balance at September 30, 2015 $ 7,851 |
STOCKHOLDERS' EQUITY AND EQUI42
STOCKHOLDERS' EQUITY AND EQUITY COMPENSATION (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan | The following table summarizes the Company’s compensation expense relating to all stock-based incentive plans: For the Years Ended September 30, 2015 2014 2013 Pre-tax compensation expense $ 11,110 $ 11,473 $ 12,495 Tax benefit (4,000 ) (3,224 ) (3,068 ) Total stock-based compensation expense, net of tax $ 7,110 $ 8,249 $ 9,427 |
Schedule of Share-based Compensation, Stock Options, Activity | A summary of stock option activity for the year ended September 30, 2015 is as follows: Options Shares Weighted Average Exercise Price Weighted Average Contractual Term (Years) Aggregated Outstanding and Exercisable at September 30, 2014 582,485 20.23 Exercised (5,000 ) 17.23 Forfeited/Expired (152,035 ) 18.56 Outstanding and Exercisable at September 30, 2015 425,450 20.86 2.6 $ 6 |
Schedule Of Stock Options Range Of Exercises Prices Options Outstanding And Options Exercisable | Options Outstanding & Exercisable Range of Exercises Prices Shares Weighted Average Exercise Price Weighted Average Contractual Term (Years) $14.78 6,000 $ 14.78 1.8 $20.00 350,000 20.00 3.0 $21.88 6,000 21.88 0.9 $26.06 63,450 26.06 0.6 Totals 425,450 |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | A summary of restricted stock activity, inclusive of restricted stock units, for the year ended September 30, 2015 , is as follows: Shares Weighted Average Grant- Date Fair Value Unvested at September 30, 2014 3,207,318 11.63 Granted 687,506 13.05 Vested (372,374 ) 9.58 Forfeited (122,415 ) 12.27 Unvested at September 30, 2015 3,400,035 12.01 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Basic and diluted EPS for the years ended September 30, 2015 , 2014 and 2013 were determined using the following information (in thousands): 2015 2014 2013 Weighted average shares outstanding - basic 44,608 49,367 54,428 Incremental shares from stock based compensation 2,011 — 2,135 Convertible debt due 2017 320 — — Weighted average shares outstanding - diluted 46,939 49,367 56,563 Anti-dilutive options excluded from diluted EPS computation 493 582 714 Anti-dilutive restricted stock excluded from diluted EPS computation — 1,642 — |
QUARTERLY FINANCIAL INFORMATI44
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | Quarterly results of operations for the years ended September 30, 2015 and 2014 were as follows: Quarter ended Revenue Gross Profit Net Income (loss) Per Share - Basic Per Share - Diluted 2015 December 31, 2014 $ 502,160 $ 117,989 $ 7,471 $ 0.16 $ 0.04 March 31, 2015 500,020 114,375 5,122 0.11 0.11 June 30, 2015 511,694 123,489 10,893 0.25 0.23 September 30, 2015 502,158 119,925 10,803 0.25 0.24 $ 2,016,032 $ 475,778 $ 34,289 $ 0.77 $ 0.73 2014 December 31, 2013 $ 453,458 $ 105,503 $ 3,236 $ 0.06 $ 0.06 March 31, 2014 507,687 109,987 (25,825 ) (0.53 ) (0.53 ) June 30, 2014 505,039 118,307 14,464 0.30 0.29 September 30, 2014 525,627 125,602 7,948 0.16 0.16 $ 1,991,811 $ 459,399 $ (177 ) $ 0.00 $ 0.00 |
REPORTABLE SEGMENTS (Tables)
REPORTABLE SEGMENTS (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table provides a reconciliation of Segment adjusted EBITDA to Income (loss) before taxes and discontinued operations: For the Years Ended September 30, 2015 2014 2013 Segment adjusted EBITDA: Home & Building Products $ 94,226 $ 77,171 $ 70,064 Telephonics 53,028 57,525 63,199 PPC 57,103 56,291 48,100 Total Segment adjusted EBITDA 204,357 190,987 181,363 Net interest expense (47,872 ) (48,144 ) (52,167 ) Segment depreciation and amortization (69,331 ) (66,978 ) (70,306 ) Unallocated amounts (33,518 ) (33,394 ) (29,153 ) Loss from debt extinguishment — (38,890 ) — Restructuring charges — (6,136 ) (13,262 ) Acquisition costs — (3,161 ) — Loss on pension settlement — — (2,142 ) Income (loss) before taxes from continuing operations $ 53,636 $ (5,716 ) $ 14,333 For the Years Ended September 30, DEPRECIATION and AMORTIZATION 2015 2014 2013 Segment: Home & Building Products $ 35,343 $ 31,580 $ 36,195 Telephonics 10,022 7,988 7,373 PPC 23,966 27,410 26,738 Total segment depreciation and amortization 69,331 66,978 70,306 Corporate 469 418 442 Total consolidated depreciation and amortization $ 69,800 $ 67,396 $ 70,748 CAPITAL EXPENDITURES Segment: Home & Building Products $ 38,896 $ 33,779 $ 30,695 Telephonics 6,347 20,963 11,112 PPC 28,103 21,032 22,509 Total segment 73,346 75,774 64,316 Corporate 274 1,320 125 Total consolidated capital expenditures $ 73,620 $ 77,094 $ 64,441 Information on Griffon’s reportable segments is as follows: For the Years Ended September 30, REVENUE 2015 2014 2013 Home & Building Products: AMES $ 535,881 $ 503,687 $ 419,549 CBP 516,320 475,756 435,416 Home & Building Products 1,052,201 979,443 854,965 Telephonics 431,090 $ 419,005 $ 453,351 PPC 532,741 $ 593,363 $ 563,011 Total consolidated net sales $ 2,016,032 $ 1,991,811 $ 1,871,327 For the Years Ended September 30, INCOME (LOSS) BEFORE TAXES 2015 2014 2013 Segment operating profit: Home & Building Products $ 58,883 $ 40,538 $ 26,130 Telephonics 43,006 45,293 55,076 PPC 33,137 28,881 16,589 Total segment operating profit 135,026 114,712 97,795 Net interest expense (47,872 ) (48,144 ) (52,167 ) Unallocated amounts (33,518 ) (33,394 ) (29,153 ) Loss from debt extinguishment — (38,890 ) — Loss on pension settlement — — (2,142 ) Income (loss) before taxes from continuing operations $ 53,636 $ (5,716 ) $ 14,333 |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | ASSETS At September 30, 2015 At September 30, 2014 At September 30, 2013 Segment assets: Home & Building Products $ 1,034,032 $ 1,031,904 $ 897,215 Telephonics 302,560 319,327 296,919 PPC 343,519 389,464 422,730 Total segment assets 1,680,111 1,740,695 1,616,864 Corporate 47,831 64,381 156,455 Total continuing assets 1,727,942 1,805,076 1,773,319 Assets of discontinued operations 3,491 3,750 4,289 Consolidated total $ 1,731,433 $ 1,808,826 $ 1,777,608 |
Schedule Of Segment Information By Geographic Region | Segment information by geographic region was as follows: For the Years Ended September 30, REVENUE BY GEOGRAPHIC AREA - DESTINATION 2015 2014 2013 United States $ 1,383,775 $ 1,386,575 $ 1,319,740 Europe 227,203 254,460 255,733 Canada 132,133 134,637 114,984 Australia 113,077 62,567 22,257 South America 87,759 105,691 103,840 All other countries 72,085 47,881 54,773 Consolidated revenue $ 2,016,032 $ 1,991,811 $ 1,871,327 For the Years Ended September 30, LONG-LIVED ASSETS BY GEOGRAPHIC AREA 2015 2014 2013 United States $ 454,255 $ 439,737 $ 421,604 Germany 66,367 74,457 82,314 Canada 36,449 42,374 46,792 Australia 22,136 28,155 4,309 All other countries 14,602 19,465 19,965 Consolidated property, plant and equipment, net $ 593,809 $ 604,188 $ 574,984 |
OTHER COMPREHENSIVE INCOME (L46
OTHER COMPREHENSIVE INCOME (LOSS) (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Comprehensive Income (Loss) | Total comprehensive income (loss) were as follows: For the Years Ended September 30, 2015 2014 2013 Net income (loss) $ 34,289 $ (177 ) $ 3,767 Other comprehensive income (loss), net of taxes (61,124 ) (26,725 ) 16,220 Comprehensive income (loss) $ (26,835 ) $ (26,902 ) $ 19,987 The amounts recognized in other comprehensive income (loss) were as follows: Years Ended September 30, 2015 2014 2013 Pre-tax Tax Net of tax Pre-tax Tax Net of tax Pre-tax Tax Net of tax Foreign currency translation adjustments $ (56,358 ) $ — $ (56,358 ) $ (23,933 ) $ — $ (23,933 ) $ (3,090 ) $ — $ (3,090 ) Pension and other defined benefit plans (6,655 ) 2,329 (4,326 ) (6,061 ) 2,147 (3,914 ) 32,431 (13,121 ) 19,310 Cash flow hedge 662 (232 ) 430 386 (134 ) 252 — — — Available-for-sale securities (1,370 ) 500 (870 ) 1,370 (500 ) 870 — — — Total other comprehensive income (loss) $ (63,721 ) $ 2,597 $ (61,124 ) $ (28,238 ) $ 1,513 $ (26,725 ) $ 29,341 $ (13,121 ) $ 16,220 |
Accumulated other comprehensive income | The components of Accumulated other comprehensive loss are as follows: At September 30, 2015 2014 Foreign currency translation adjustments $ (60,178 ) $ (3,820 ) Pension and other defined benefit plans (31,692 ) (27,366 ) Cash flow hedge 682 252 Available-for-sale securities — 870 $ (91,188 ) $ (30,064 ) |
Reclassification out of Accumulated Other Comprehensive Income | Amounts reclassified from accumulated other comprehensive income (loss) to income (loss) were as follows: For the Years Ended September 30, Gain (Loss) 2015 2014 2013 Pension amortization $ (2,182 ) $ (1,934 ) $ (3,103 ) Pension settlement — — (2,142 ) Cash flow hedges 1,223 — — Available-for-sale securities 1,370 — — Total before tax 411 (1,934 ) (5,245 ) Tax (164 ) 677 1,540 Net of tax $ 247 $ (1,257 ) $ (3,705 ) |
CONSOLIDATING GUARANTOR AND N47
CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Consolidating Guarantor And Non Guarantor Financial Information [Abstract] | |
Condensed Balance Sheet | Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CURRENT ASSETS Cash and equivalents $ 2,440 $ 10,671 $ 38,890 $ — $ 52,001 Accounts receivable, net of allowances — 178,830 61,772 (21,847 ) 218,755 Contract costs and recognized income not yet billed, net of progress payments — 103,879 16 — 103,895 Inventories, net — 257,929 67,880 — 325,809 Prepaid and other current assets 23,493 27,584 12,488 (8,479 ) 55,086 Assets of discontinued operations — — 1,316 — 1,316 Total Current Assets 25,933 578,893 182,362 (30,326 ) 756,862 PROPERTY, PLANT AND EQUIPMENT, net 1,108 286,854 92,010 — 379,972 GOODWILL — 284,875 71,366 — 356,241 INTANGIBLE ASSETS, net — 152,412 61,425 — 213,837 INTERCOMPANY RECEIVABLE 542,297 904,840 263,480 (1,710,617 ) — EQUITY INVESTMENTS IN SUBSIDIARIES 745,262 644,577 1,740,889 (3,130,728 ) — OTHER ASSETS 41,774 30,203 9,959 (59,590 ) 22,346 ASSETS OF DISCONTINUED OPERATIONS — — 2,175 — 2,175 Total Assets $ 1,356,374 $ 2,882,654 $ 2,423,666 $ (4,931,261 ) $ 1,731,433 CURRENT LIABILITIES Notes payable and current portion of long-term debt $ 2,202 $ 3,842 $ 10,549 $ — $ 16,593 Accounts payable and accrued liabilities 30,158 222,758 72,843 (20,951 ) 304,808 Liabilities of discontinued operations — — 2,229 — 2,229 Total Current Liabilities 32,360 226,600 85,621 (20,951 ) 323,630 LONG-TERM DEBT, net 752,839 17,116 57,021 — 826,976 INTERCOMPANY PAYABLES 76,477 831,345 775,120 (1,682,942 ) — OTHER LIABILITIES 64,173 126,956 28,428 (72,634 ) 146,923 LIABILITIES OF DISCONTINUED OPERATIONS — — 3,379 — 3,379 Total Liabilities 925,849 1,202,017 949,569 (1,776,527 ) 1,300,908 SHAREHOLDERS’ EQUITY 430,525 1,680,637 1,474,097 (3,154,734 ) 430,525 Total Liabilities and Shareholders’ Equity $ 1,356,374 $ 2,882,654 $ 2,423,666 $ (4,931,261 ) $ 1,731,433 CONDENSED CONSOLIDATING BALANCE SHEETS At September 30, 2014 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CURRENT ASSETS Cash and equivalents 6,813 31,522 54,070 — 92,405 Accounts receivable, net of allowances — 213,922 77,218 (32,704 ) 258,436 Contract costs and recognized income not yet billed, net of progress payments — 109,804 126 — 109,930 Inventories, net — 219,326 70,537 272 290,135 Prepaid and other current assets 4,366 26,319 17,101 14,783 62,569 Assets of discontinued operations — — 1,624 — 1,624 Total Current Assets 11,179 600,893 220,676 (17,649 ) 815,099 PROPERTY, PLANT AND EQUIPMENT, net 1,327 270,519 98,643 76 370,565 GOODWILL — 283,692 90,419 — 374,111 INTANGIBLE ASSETS, net — 156,772 76,851 — 233,623 INTERCOMPANY RECEIVABLE 540,080 892,433 213,733 (1,646,246 ) — EQUITY INVESTMENTS IN SUBSIDIARIES 780,600 662,403 1,782,406 (3,225,409 ) — OTHER ASSETS 27,880 53,896 6,739 (75,213 ) 13,302 ASSETS OF DISCONTINUED OPERATIONS — — 2,126 — 2,126 Total Assets 1,361,066 2,920,608 2,491,593 (4,964,441 ) 1,808,826 CURRENT LIABILITIES Notes payable and current portion of long-term debt 2,202 1,144 4,540 — 7,886 Accounts payable and accrued liabilities 25,703 226,236 91,132 (20,811 ) 322,260 Liabilities of discontinued operations — — 3,282 — 3,282 Total Current Liabilities 27,905 227,380 98,954 (20,811 ) 333,428 LONG-TERM DEBT, net 738,360 7,806 45,135 — 791,301 INTERCOMPANY PAYABLES 21,573 815,094 762,192 (1,598,859 ) — OTHER LIABILITIES 41,201 151,674 26,949 (71,584 ) 148,240 LIABILITIES OF DISCONTINUED OPERATIONS — — 3,830 — 3,830 Total Liabilities 829,039 1,201,954 937,060 (1,691,254 ) 1,276,799 SHAREHOLDERS’ EQUITY 532,027 1,718,654 1,554,533 (3,273,187 ) 532,027 Total Liabilities and Shareholders’ Equity 1,361,066 2,920,608 2,491,593 (4,964,441 ) 1,808,826 |
Condensed Income Statement | CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Year Ended September 30, 2015 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 1,581,295 $ 475,380 $ (40,643 ) $ 2,016,032 Cost of goods and services — 1,204,872 377,348 (41,966 ) 1,540,254 Gross profit — 376,423 98,032 1,323 475,778 Selling, general and administrative expenses 22,637 272,421 80,073 (370 ) 374,761 Restructuring and other related charges — — — — — Total operating expenses 22,637 272,421 80,073 (370 ) 374,761 Income (loss) from operations (22,637 ) 104,002 17,959 1,693 101,017 Other income (expense) Interest income (expense), net (8,741 ) (30,547 ) (8,584 ) — (47,872 ) Other, net 438 10,521 (8,775 ) (1,693 ) 491 Total other income (expense) (8,303 ) (20,026 ) (17,359 ) (1,693 ) (47,381 ) Income (loss) before taxes (30,940 ) 83,976 600 — 53,636 Provision (benefit) for income taxes (11,041 ) 31,100 (712 ) — 19,347 Income (loss) before equity in net income of subsidiaries (19,899 ) 52,876 1,312 — 34,289 Equity in net income (loss) of subsidiaries 54,188 3,062 52,876 (110,126 ) — Income (loss) from continuing operations $ 34,289 $ 55,938 $ 54,188 $ (110,126 ) $ 34,289 Loss from operations of discontinued businesses — — — — — Benefit from income taxes — — — — — Loss from discontinued operations — — — — — Net income (loss) $ 34,289 $ 55,938 $ 54,188 $ (110,126 ) $ 34,289 Comprehensive income (loss) $ (26,835 ) $ 34,318 $ 15,080 $ (49,398 ) $ (26,835 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Year Ended September 30, 2014 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 1,526,678 $ 519,349 $ (54,216 ) $ 1,991,811 Cost of goods and services — 1,156,268 424,568 (48,424 ) 1,532,412 Gross profit — 370,410 94,781 (5,792 ) 459,399 Selling, general and administrative expenses 24,084 281,930 75,551 (6,466 ) 375,099 Restructuring and other related charges — 4,234 1,902 — 6,136 Total operating expenses 24,084 286,164 77,453 (6,466 ) 381,235 Income (loss) from operations (24,084 ) 84,246 17,328 674 78,164 Other income (expense) Interest income (expense), net (10,079 ) (28,630 ) (9,435 ) — (48,144 ) Extinguishment of debt (38,890 ) (38,890 ) Other, net 111 7,945 (4,228 ) (674 ) 3,154 Total other income (expense) (48,858 ) (20,685 ) (13,663 ) (674 ) (83,880 ) Income (loss) before taxes (72,942 ) 63,561 3,665 — (5,716 ) Provision (benefit) for income taxes (32,044 ) 26,480 25 — (5,539 ) Income (loss) before equity in net income of subsidiaries (40,898 ) 37,081 3,640 — (177 ) Equity in net income (loss) of subsidiaries 40,721 3,531 37,081 (81,333 ) — Income (loss) from continuing operations (177 ) 40,612 40,721 (81,333 ) (177 ) Loss from operations of discontinued businesses — — — — — Benefit from income taxes — — — — — Loss from discontinued operations — — — — — Net Income (loss) $ (177 ) $ 40,612 $ 40,721 $ (81,333 ) $ (177 ) Comprehensive income (loss) $ (26,902 ) $ 28,355 $ 25,704 $ (54,059 ) $ (26,902 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Year Ended September 30, 2013 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 1,459,705 $ 463,767 $ (52,145 ) $ 1,871,327 Cost of goods and services — 1,107,440 392,588 (46,286 ) 1,453,742 Gross profit — 352,265 71,179 (5,859 ) 417,585 Selling, general and administrative expenses 24,248 269,654 52,819 (6,252 ) 340,469 Restructuring and other related charges — 9,236 4,026 — 13,262 Total operating expenses 24,248 278,890 56,845 (6,252 ) 353,731 Income (loss) from operations (24,248 ) 73,375 14,334 393 63,854 Other income (expense) Interest income (expense), net (14,381 ) (27,660 ) (10,126 ) — (52,167 ) Other, net 569 9,656 (7,233 ) (346 ) 2,646 Total other income (expense) (13,812 ) (18,004 ) (17,359 ) (346 ) (49,521 ) Income (loss) before taxes (38,060 ) 55,371 (3,025 ) 47 14,333 Provision (benefit) for income taxes (14,888 ) 20,603 1,781 47 7,543 Income (loss) before equity in net income of subsidiaries (23,172 ) 34,768 (4,806 ) — 6,790 Equity in net income (loss) of subsidiaries 26,939 (1,467 ) 34,768 (60,240 ) — Income (loss) from continuing operations 3,767 33,301 29,962 (60,240 ) 6,790 Loss from operations of discontinued businesses — — (4,651 ) — (4,651 ) Benefit from income taxes — — 1,628 — 1,628 Loss from discontinued operations — — (3,023 ) — (3,023 ) Net Income (loss) $ 3,767 $ 33,301 $ 26,939 $ (60,240 ) $ 3,767 Comprehensive income (loss) $ 19,987 $ 10,903 $ 64,671 $ (75,574 ) $ 19,987 |
Condensed Cash Flow Statement | CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Year Ended September 30, 2014 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ (177 ) $ 40,612 $ 40,721 $ (81,333 ) $ (177 ) Net cash provided by operating activities (3,902 ) 17,168 80,035 — 93,301 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (700 ) (64,320 ) (12,074 ) — (77,094 ) Acquired business, net of cash acquired — 2,675 (64,981 ) — (62,306 ) Intercompany distributions 10,000 (10,000 ) — — — Purchase of securities (8,402 ) — — — (8,402 ) Proceeds from sale of property, plant and equipment — 360 192 — 552 Net cash used in investing activities 898 (71,285 ) (76,863 ) — (147,250 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock 584 — — — 584 Purchase of shares for treasury (79,614 ) — — — (79,614 ) Proceeds from long-term debt 659,568 (102 ) 32,477 — 691,943 Payments of long-term debt (598,250 ) (1,135 ) (3,709 ) — (603,094 ) Change in short-term borrowings — — (749 ) — (749 ) Financing costs (10,763 ) — (535 ) — (11,298 ) Purchase of ESOP shares (20,000 ) — — — (20,000 ) Tax effect from exercise/vesting of equity awards, net 273 — — — 273 Dividends paid (11,273 ) 5,000 — — (6,273 ) Other, net 298 56,533 (56,533 ) — 298 Net cash used in financing activities (59,177 ) 60,296 (29,049 ) — (27,930 ) CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash used in discontinued operations — — (1,528 ) — (1,528 ) Effect of exchange rate changes on cash and equivalents — — (2,318 ) — (2,318 ) NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS (62,181 ) 6,179 (29,723 ) — (85,725 ) CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 68,994 25,343 83,793 — 178,130 CASH AND EQUIVALENTS AT END OF PERIOD $ 6,813 $ 31,522 $ 54,070 $ — $ 92,405 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Year Ended September 30, 2013 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 3,767 $ 33,301 $ 26,939 $ (60,240 ) $ 3,767 Net cash provided by (used in) operating activities (25,184 ) 83,177 27,690 — 85,683 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (123 ) (56,617 ) (7,701 ) — (64,441 ) Intercompany distributions 10,000 (10,000 ) — — — Proceeds from sale of property, plant and equipment — 1,404 169 — 1,573 Net cash provided by (used in) investing activities 9,877 (65,213 ) (7,532 ) — (62,868 ) CASH FLOWS FROM FINANCING ACTIVITIES: Purchase of shares for treasury (32,521 ) — — — (32,521 ) Proceeds from long-term debt — 303 — — 303 Payments of long-term debt (2,157 ) (1,032 ) (13,678 ) — (16,867 ) Change in short-term borrowings — — 2,950 — 2,950 Financing costs (833 ) — — — (833 ) Tax effect from exercise/vesting of equity awards, net 150 — — — 150 Dividends paid (5,825 ) — — — (5,825 ) Other, net 394 (26,674 ) 26,674 — 394 Net cash provided by (used in) financing activities (40,792 ) (27,403 ) 15,946 — (52,249 ) CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash used in discontinued operations — — (2,090 ) — (2,090 ) Effect of exchange rate changes on cash and equivalents — — — — — NET DECREASE IN CASH AND EQUIVALENTS (56,099 ) (9,439 ) 34,014 — (31,524 ) CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 125,093 34,782 49,779 — 209,654 CASH AND EQUIVALENTS AT END OF PERIOD $ 68,994 $ 25,343 $ 83,793 $ — $ 178,130 |
DESCRIPTION OF BUSINESS AND S48
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ / shares in Units, CAD in Thousands, AUD in Thousands | 12 Months Ended | |||||
Sep. 30, 2015AUDcomponentsegmentunitcompany | Sep. 30, 2015USD ($)componentsegmentunitcompany$ / shares | Sep. 30, 2015CADcomponentsegmentunitcompany | Sep. 30, 2014AUD | Sep. 30, 2014USD ($)$ / shares | Sep. 30, 2013USD ($) | |
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||||
Number of operating segments | segment | 3 | 3 | 3 | |||
Number of companies | company | 2 | 2 | 2 | |||
Cash in non U.S. bank accounts | $ 31,700,000 | $ 34,500,000 | ||||
Debt instrument, interest rate, stated percentage | 4.00% | |||||
Fair value of insurance contracts | $ 2,942,000 | |||||
Proceeds used to settle available-for-sale securities outstanding | 8,891,000 | |||||
Gain, net of tax, reclassified | $ 870,000 | |||||
Contracts revenue | CAD 6,500 | AUD 3,197 | ||||
Contracts weighted average rate price (in Dollars per share) | $ / shares | $ 1.33 | $ 1.14 | ||||
Accumulated other comprehensive income (loss), foreign currency translation adjustment, net of tax | $ (60,178,000) | $ (3,820,000) | ||||
Gain (loss) on hedging activity | 1,223,000 | 0 | $ 0 | |||
Foreign currency transaction gain (loss), realized | (274,000) | (141,000) | ||||
Defined benefit plan, fair value of plan assets | $ 144,625,000 | 154,966,000 | ||||
Contract period | 1 year | 1 year | 1 year | |||
Income (loss) from operations | $ 101,017,000 | 78,164,000 | 63,854,000 | |||
Provision for loss on contracts | 10,600,000 | |||||
Customer program reserves and cash discounts netted against accounts receivable | 7,507,000 | 9,295,000 | ||||
Costs in excess of billings, noncurrent | 16,500,000 | 8,400,000 | ||||
Unbilled contracts receivable | 2,800,000 | 2,200,000 | ||||
Depreciation, depletion and amortization, nonproduction | 62,144,000 | 59,488,000 | 62,911,000 | |||
Accumulated capitalized interest costs | 4,165,000 | 4,529,000 | 4,030,000 | |||
Original cost of fully depreciated property plant and equipment | $ 18,146,000 | |||||
Description of fair value calculation | Griffon used five year projections and a 3.0% terminal value to which discount rates between 9% and 10% were applied to calculate each unit’s fair value. | Griffon used five year projections and a 3.0% terminal value to which discount rates between 9% and 10% were applied to calculate each unit’s fair value. | Griffon used five year projections and a 3.0% terminal value to which discount rates between 9% and 10% were applied to calculate each unit’s fair value. | |||
Fair value projections | 5 years | 5 years | 5 years | |||
Fair value terminal value | 3.00% | 3.00% | 3.00% | |||
Goodwill, impairment loss | $ 0 | 0 | 0 | |||
Unrecognized tax benefits | 7,851,000 | 7,906,000 | 10,520,000 | |||
Research and development arrangement, contract to perform for others, costs incurred, gross | 25,600,000 | 23,400,000 | 22,400,000 | |||
Shipping, handling and transportation costs | 40,800,000 | 42,400,000 | 39,600,000 | |||
Advertising revenue cost | 24,000,000 | 24,000,000 | 23,000,000 | |||
Home & Building Products [Member] | ||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||||
Income (loss) from operations | $ 58,883,000 | 40,538,000 | 26,130,000 | |||
Number of components | component | 2 | 2 | 2 | |||
Number of reporting units | unit | 1 | 1 | 1 | |||
Other Income [Member] | ||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||||
Recognized gain in other income | $ 489,000 | |||||
Selling, general and administrative expenses [Member] | ||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||||
Depreciation | $ 13,009,000 | 10,815,000 | 12,733,000 | |||
U.S. Government [Member] | ||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||||
Percentage of consolidated accounts receivable | 13.00% | 13.00% | 13.00% | |||
P & G [Member] | ||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||||
Percentage of consolidated accounts receivable | 8.00% | 8.00% | 8.00% | |||
Home Depot [Member] | ||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||||
Percentage of consolidated accounts receivable | 10.00% | 10.00% | 10.00% | |||
Contracts accounted for under percentage of completion [Member] | ||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||||
Income (loss) from operations | $ (400,000) | $ (400,000) | $ 3,400,000 | |||
Designated as hedging instrument [Member] | ||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||||
Contracts revenue | AUD | AUD 25,531 | AUD 4,975 | ||||
Contracts weighted average rate price (in Dollars per share) | $ / shares | $ 1.43 | $ 1.14 | ||||
Accumulated other comprehensive income (loss), foreign currency translation adjustment, before tax | $ 1,049,000 | $ 386,000 | ||||
Accumulated other comprehensive income (loss), foreign currency translation adjustment, net of tax | 682,000 | 252,000 | ||||
Gain (loss) on hedging activity | 1,223,000 | |||||
Level 1 [Member] | ||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||||
Defined benefit plan, fair value of plan assets | 60,403,000 | 78,229,000 | ||||
Level 1 [Member] | Estimate of fair value measurement [Member] | ||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||||
Available-for-sale securities | 9,770,000 | |||||
Level 1 [Member] | Portion at other than fair value measurement [Member] | ||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||||
Available-for-sale securities | 8,400,000 | |||||
Level 2 [Member] | ||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||||
Defined benefit plan, fair value of plan assets | 84,222,000 | 76,737,000 | ||||
Level 2 [Member] | Estimate of fair value measurement [Member] | ||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||||
Trading securities | 1,374,000 | 1,274,000 | ||||
Level 2 [Member] | Portion at other than fair value measurement [Member] | ||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||||
Trading securities | 1,000,000 | $ 1,000,000 | ||||
Senior notes [Member] | ||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||||
Long-term debt, fair value | 570,000,000 | |||||
Convert. debt due 2017 [Member] | ||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||||
Long-term debt, fair value | $ 118,875,000 | |||||
Maximum [Member] | ||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||||
Maturity period of highly liquid investments | 3 months | 3 months | 3 months | |||
Contracts expiration days | 360 days | 360 days | 360 days | |||
Fair value discount rates | 10.00% | 10.00% | 10.00% | |||
Finite-lived intangible asset, useful life | 25 years | 25 years | 25 years | |||
Maximum [Member] | Building and building improvements [Member] | ||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||||
Property, plant and equipment, useful life | 40 years | 40 years | 40 years | |||
Maximum [Member] | Machinery and equipment [Member] | ||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||||
Property, plant and equipment, useful life | 15 years | 15 years | 15 years | |||
Minimum [Member] | ||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||||
Contracts expiration days | 30 days | 30 days | 30 days | |||
Fair value discount rates | 9.00% | 9.00% | 9.00% | |||
Finite-lived intangible asset, useful life | 8 years | 8 years | 8 years | |||
Minimum [Member] | Building and building improvements [Member] | ||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||||
Property, plant and equipment, useful life | 25 years | 25 years | 25 years | |||
Minimum [Member] | Machinery and equipment [Member] | ||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||||
Property, plant and equipment, useful life | 2 years | 2 years | 2 years |
ACQUISITIONS (Details)
ACQUISITIONS (Details) - USD ($) $ in Thousands | Apr. 16, 2015 | May. 21, 2014 | Dec. 31, 2013 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 |
ACQUISITIONS (Details) [Line Items] | ||||||
Acquired business, net of cash acquired | $ 2,225 | $ 62,306 | $ 0 | |||
Guarantor Subsidiaries [Member] | ||||||
ACQUISITIONS (Details) [Line Items] | ||||||
Acquired business, net of cash acquired | $ 2,225 | (2,675) | ||||
Babcock Lumber Company Operational Woodmill [Member] | ||||||
ACQUISITIONS (Details) [Line Items] | ||||||
Business combination, consideration transferred | $ 2,225 | |||||
Cyclone [Member] | ||||||
ACQUISITIONS (Details) [Line Items] | ||||||
Business combination, consideration transferred | $ 40,000 | |||||
Business acquisition, transaction costs | 2,363 | |||||
Northcote Pottery [Member] | Guarantor Subsidiaries [Member] | ||||||
ACQUISITIONS (Details) [Line Items] | ||||||
Acquired business, net of cash acquired | $ 22,000 | |||||
Business acquisition, transaction costs | $ 798 |
ACQUISITIONS (Details) - Summar
ACQUISITIONS (Details) - Summary of Fair Values of Assets Acquired - USD ($) $ in Thousands | Sep. 30, 2015 | Sep. 30, 2014 | May. 21, 2014 | Dec. 31, 2013 | Sep. 30, 2013 |
ACQUISITIONS (Details) - Summary of Fair Values of Assets Acquired [Line Items] | |||||
Goodwill | $ 356,241 | $ 374,111 | $ 354,459 | ||
2014 Acquirees [Member] | |||||
ACQUISITIONS (Details) - Summary of Fair Values of Assets Acquired [Line Items] | |||||
Current Assets and Other, net of cash acquired | 28,514 | ||||
PP&E | 1,873 | ||||
Goodwill | 24,841 | ||||
Amortizable intangible assets | 17,706 | ||||
Indefinite life intangible assets | 6,669 | ||||
Total assets acquired | 79,603 | ||||
Total liabilities assumed | (18,297) | ||||
Net assets acquired | $ 61,306 | ||||
Cyclone [Member] | |||||
ACQUISITIONS (Details) - Summary of Fair Values of Assets Acquired [Line Items] | |||||
Current Assets and Other, net of cash acquired | $ 21,116 | ||||
PP&E | 488 | ||||
Goodwill | 13,587 | ||||
Amortizable intangible assets | 11,608 | ||||
Indefinite life intangible assets | 3,548 | ||||
Total assets acquired | 50,347 | ||||
Total liabilities assumed | (10,822) | ||||
Net assets acquired | $ 39,525 | ||||
Northcote Pottery [Member] | |||||
ACQUISITIONS (Details) - Summary of Fair Values of Assets Acquired [Line Items] | |||||
Current Assets and Other, net of cash acquired | $ 7,398 | ||||
PP&E | 1,385 | ||||
Goodwill | 11,254 | ||||
Amortizable intangible assets | 6,098 | ||||
Indefinite life intangible assets | 3,121 | ||||
Total assets acquired | 29,256 | ||||
Total liabilities assumed | (7,475) | ||||
Net assets acquired | $ 21,781 |
ACQUISITIONS (Details) - Summ51
ACQUISITIONS (Details) - Summary of Goodwill and Intangible Asset Classifications - USD ($) $ in Thousands | 12 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | May. 21, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | |
ACQUISITIONS (Details) - Summary of Goodwill and Intangible Asset Classifications [Line Items] | |||||
Goodwill | $ 356,241 | $ 374,111 | $ 354,459 | ||
Customer relationships [Member] | |||||
ACQUISITIONS (Details) - Summary of Goodwill and Intangible Asset Classifications [Line Items] | |||||
Amortization Period (Years) | 25 years | ||||
2014 Acquirees [Member] | |||||
ACQUISITIONS (Details) - Summary of Goodwill and Intangible Asset Classifications [Line Items] | |||||
Goodwill | $ 24,841 | ||||
Indefinite life intangible assets | 6,669 | ||||
Amortizable intangible assets | 17,706 | ||||
Total Goodwill and Intangibles | 49,216 | ||||
2014 Acquirees [Member] | Customer relationships [Member] | |||||
ACQUISITIONS (Details) - Summary of Goodwill and Intangible Asset Classifications [Line Items] | |||||
Amortizable intangible assets | 17,706 | ||||
2014 Acquirees [Member] | Trade names [Member] | |||||
ACQUISITIONS (Details) - Summary of Goodwill and Intangible Asset Classifications [Line Items] | |||||
Indefinite life intangible assets | $ 6,669 | ||||
Cyclone [Member] | |||||
ACQUISITIONS (Details) - Summary of Goodwill and Intangible Asset Classifications [Line Items] | |||||
Goodwill | $ 13,587 | ||||
Indefinite life intangible assets | 3,548 | ||||
Amortizable intangible assets | 11,608 | ||||
Total Goodwill and Intangibles | 28,743 | ||||
Cyclone [Member] | Customer relationships [Member] | |||||
ACQUISITIONS (Details) - Summary of Goodwill and Intangible Asset Classifications [Line Items] | |||||
Amortizable intangible assets | 11,608 | ||||
Cyclone [Member] | Trade names [Member] | |||||
ACQUISITIONS (Details) - Summary of Goodwill and Intangible Asset Classifications [Line Items] | |||||
Indefinite life intangible assets | $ 3,548 | ||||
Northcote Pottery [Member] | |||||
ACQUISITIONS (Details) - Summary of Goodwill and Intangible Asset Classifications [Line Items] | |||||
Goodwill | $ 11,254 | ||||
Indefinite life intangible assets | 3,121 | ||||
Amortizable intangible assets | 6,098 | ||||
Total Goodwill and Intangibles | 20,473 | ||||
Northcote Pottery [Member] | Customer relationships [Member] | |||||
ACQUISITIONS (Details) - Summary of Goodwill and Intangible Asset Classifications [Line Items] | |||||
Amortizable intangible assets | 6,098 | ||||
Northcote Pottery [Member] | Trade names [Member] | |||||
ACQUISITIONS (Details) - Summary of Goodwill and Intangible Asset Classifications [Line Items] | |||||
Indefinite life intangible assets | $ 3,121 |
INVENTORIES (Details) - Summary
INVENTORIES (Details) - Summary of Inventories stated at lower cost - USD ($) $ in Thousands | Sep. 30, 2015 | Sep. 30, 2014 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 91,973 | $ 75,560 |
Work in process | 70,811 | 67,866 |
Finished goods | 163,025 | 146,709 |
Total | $ 325,809 | $ 290,135 |
PROPERTY, PLANT AND EQUIPMENT53
PROPERTY, PLANT AND EQUIPMENT (Details) - Summary of property plant and equipment - USD ($) $ in Thousands | Sep. 30, 2015 | Sep. 30, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property Plant And Equipment Gross | $ 926,205 | $ 890,983 |
Accumulated depreciation and amortization | (546,233) | (520,418) |
Total | 379,972 | 370,565 |
Land, building and building improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant And Equipment Gross | 131,546 | 127,714 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant And Equipment Gross | 747,194 | 720,417 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant And Equipment Gross | $ 47,465 | $ 42,852 |
GOODWILL AND OTHER INTANGIBLE54
GOODWILL AND OTHER INTANGIBLES (Details) - Summary of changes in carrying value of goodwill - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Goodwill [Roll Forward] | ||
Goodwill | $ 374,111 | $ 354,459 |
September 30, 2014 | 24,841 | |
Other adjustments including currency translations | (17,870) | (5,189) |
Goodwill | 356,241 | 374,111 |
Home & Building Products [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill | 290,661 | 266,531 |
September 30, 2014 | 24,841 | |
Other adjustments including currency translations | (4,836) | (711) |
Goodwill | 285,825 | 290,661 |
Telephonics [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill | 18,545 | 18,545 |
September 30, 2014 | 0 | |
Other adjustments including currency translations | 0 | 0 |
Goodwill | 18,545 | 18,545 |
Plastics [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill | 64,905 | 69,383 |
September 30, 2014 | 0 | |
Other adjustments including currency translations | (13,034) | (4,478) |
Goodwill | $ 51,871 | $ 64,905 |
GOODWILL AND OTHER INTANGIBLE55
GOODWILL AND OTHER INTANGIBLES (Details) - Summary of gross carrying value and accumulated amortization of intangible assets - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
GOODWILL AND OTHER INTANGIBLES (Details) - Summary of gross carrying value and accumulated amortization of intangible assets [Line Items] | ||
Gross Carrying Amount | $ 174,667 | $ 186,782 |
Trademarks | 82,450 | 85,434 |
Total intangible assets | 257,117 | 272,216 |
Accumulated Amortization | 43,280 | 38,593 |
Customer relationships [Member] | ||
GOODWILL AND OTHER INTANGIBLES (Details) - Summary of gross carrying value and accumulated amortization of intangible assets [Line Items] | ||
Gross Carrying Amount | 168,560 | 180,282 |
Accumulated Amortization | $ 39,755 | 35,280 |
Average Life (Years) | 25 years | |
Unpatented technology [Member] | ||
GOODWILL AND OTHER INTANGIBLES (Details) - Summary of gross carrying value and accumulated amortization of intangible assets [Line Items] | ||
Gross Carrying Amount | $ 6,107 | 6,500 |
Accumulated Amortization | $ 3,525 | $ 3,313 |
Average Life (Years) | 12 years 6 months |
GOODWILL AND OTHER INTANGIBLE56
GOODWILL AND OTHER INTANGIBLES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 7,656 | $ 7,908 | $ 7,837 |
Amortization expense estimated for 2015 | 7,602 | ||
Amortization expense estimated for 2016 | 7,541 | ||
Amortization expense estimated for 2017 | 7,390 | ||
Amortization expense estimated for 2018 | 7,272 | ||
Amortization expense estimated for 2019 | 6,793 | ||
Amortization expense estimated thereafter | $ 94,789 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) | 12 Months Ended | |||
Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2013USD ($) | Sep. 30, 2008unit | |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Number of units sold | 11 | |||
Number of closed units | 1 | |||
Number of merged units | 2 | |||
Disposal group, including discontinued operation, revenue | $ | $ 0 | $ 0 | $ 0 | |
Disposal group, including discontinued operation, environmental and casualty insurance reserves expenses | $ | $ 4,651,000 |
DISCONTINUED OPERATIONS (Deta58
DISCONTINUED OPERATIONS (Details) - Summary of discontinued operations - USD ($) $ in Thousands | Sep. 30, 2015 | Sep. 30, 2014 |
Assets of discontinued operations: | ||
Prepaid and other current assets | $ 1,316 | $ 1,624 |
Other long-term assets | 2,175 | 2,126 |
Total assets of discontinued operations | 3,491 | 3,750 |
Liabilities of discontinued operations: | ||
Accrued liabilities, current | 2,229 | 3,282 |
Other long-term liabilities | 3,379 | 3,830 |
Total liabilities of discontinued operations | $ 5,608 | $ 7,112 |
ACCRUED LIABILITIES (Details) -
ACCRUED LIABILITIES (Details) - Schedule of accrued liabilities - USD ($) $ in Thousands | Sep. 30, 2015 | Sep. 30, 2014 |
Payables and Accruals [Abstract] | ||
Compensation | $ 53,805 | $ 57,860 |
Interest | 3,395 | 3,400 |
Warranties and rebates | 6,501 | 6,950 |
Insurance | 12,401 | 9,010 |
Rent, utilities and freight | 2,094 | 1,653 |
Income and other taxes | 12,105 | 6,446 |
Marketing and advertising | 1,809 | 1,650 |
Restructuring | 481 | 5,228 |
Other | 12,406 | 11,360 |
Total | $ 104,997 | $ 103,557 |
RESTRUCTURING AND OTHER RELAT60
RESTRUCTURING AND OTHER RELATED CHARGES (Details) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2015USD ($)position | Sep. 30, 2014USD ($)position | Sep. 30, 2013USD ($)position | |
RESTRUCTURING AND OTHER RELATED CHARGES (Details) [Line Items] | |||
Restructuring and other related charges | $ 0 | $ 6,136 | $ 13,262 |
Facilities & Exit Costs [Member] | |||
RESTRUCTURING AND OTHER RELATED CHARGES (Details) [Line Items] | |||
Restructuring and other related charges | 548 | 1,668 | |
Telephonics [Member] | |||
RESTRUCTURING AND OTHER RELATED CHARGES (Details) [Line Items] | |||
Restructuring and other related charges | $ 4,244 | $ 750 | |
Expected number of positions eliminated | position | 80 | ||
Number of positions eliminated, inception to date | position | 185 | ||
AMES [Member] | |||
RESTRUCTURING AND OTHER RELATED CHARGES (Details) [Line Items] | |||
Restructuring and other related charges | 7,941 | ||
Expected restructuring cost | $ 19,964 | ||
Number of positions eliminated, inception to date | position | 206 | ||
AMES [Member] | Cash Charges [Member] | |||
RESTRUCTURING AND OTHER RELATED CHARGES (Details) [Line Items] | |||
Restructuring and other related charges | $ 4,016 | ||
AMES [Member] | Asset Impairment [Member] | |||
RESTRUCTURING AND OTHER RELATED CHARGES (Details) [Line Items] | |||
Restructuring and other related charges | 3,925 | ||
AMES [Member] | One-time Termination Benefits [Member] | |||
RESTRUCTURING AND OTHER RELATED CHARGES (Details) [Line Items] | |||
Restructuring and other related charges | 2,622 | ||
AMES [Member] | Facilities & Exit Costs [Member] | |||
RESTRUCTURING AND OTHER RELATED CHARGES (Details) [Line Items] | |||
Restructuring and other related charges | $ 1,394 | ||
Home & Building Products [Member] | |||
RESTRUCTURING AND OTHER RELATED CHARGES (Details) [Line Items] | |||
Restructuring and other related charges | $ 1,892 | $ 7,739 | |
Plastics Europe [Member] | |||
RESTRUCTURING AND OTHER RELATED CHARGES (Details) [Line Items] | |||
Restructuring and other related charges | $ 4,773 | ||
Number of positions eliminated, inception to date | position | 80 |
RESTRUCTURING AND OTHER RELAT61
RESTRUCTURING AND OTHER RELATED CHARGES (Details) - Summary of the restructuring and other related charges - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Amounts incurred in the year ended: | |||
Amounts incurred in | $ 0 | $ 6,136 | $ 13,262 |
Workforce Reduction [Member] | |||
Amounts incurred in the year ended: | |||
Amounts incurred in | 5,382 | 5,649 | |
Facilities & Exit Costs [Member] | |||
Amounts incurred in the year ended: | |||
Amounts incurred in | 548 | 1,668 | |
Other Related Costs [Member] | |||
Amounts incurred in the year ended: | |||
Amounts incurred in | 206 | 1,629 | |
Non-cash Facility and Other [Member] | |||
Amounts incurred in the year ended: | |||
Amounts incurred in | $ 0 | $ 4,316 |
RESTRUCTURING AND OTHER RELAT62
RESTRUCTURING AND OTHER RELATED CHARGES (Details) - Summary of accrued liability for the restructuring and related charges - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Restructuring Reserve [Roll Forward] | ||
Accrued liability | $ 5,228 | $ 3,857 |
Charges | 6,136 | |
Payments | (4,747) | (4,765) |
Accrued liability | 481 | 5,228 |
Workforce Reduction [Member] | ||
Restructuring Reserve [Roll Forward] | ||
Accrued liability | 5,228 | 3,057 |
Charges | 5,382 | |
Payments | (4,747) | (3,211) |
Accrued liability | 481 | 5,228 |
Facilities And Exit Costs [Member] | ||
Restructuring Reserve [Roll Forward] | ||
Accrued liability | 0 | 393 |
Charges | 548 | |
Payments | 0 | (941) |
Accrued liability | 0 | 0 |
Other Related Costs [Member] | ||
Restructuring Reserve [Roll Forward] | ||
Accrued liability | 0 | 407 |
Charges | 206 | |
Payments | 0 | (613) |
Accrued liability | $ 0 | $ 0 |
WARRANTY LIABILITY (Details)
WARRANTY LIABILITY (Details) | 12 Months Ended |
Sep. 30, 2015 | |
Telephonics [Member] | Minimum [Member] | |
WARRANTY LIABILITY (Details) [Line Items] | |
Product Warranty Period | 1 year |
Telephonics [Member] | Maximum [Member] | |
WARRANTY LIABILITY (Details) [Line Items] | |
Product Warranty Period | 2 years |
AMES [Member] | |
WARRANTY LIABILITY (Details) [Line Items] | |
Product Warranty Period | 90 days |
WARRANTY LIABILITY (Details) -
WARRANTY LIABILITY (Details) - Summary of changes in warrant liability included in Accrued liabilities - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Balance, beginning of period | $ 4,934 | $ 6,649 |
Warranties issued and changes in estimated pre-existing warranties | 5,790 | 2,379 |
Actual warranty costs incurred | (5,968) | (4,094) |
Balance, end of period | $ 4,756 | $ 4,934 |
NOTES PAYABLE, CAPITALIZED LE65
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of net minimum payments on capitalized leases $ in Thousands | Sep. 30, 2015USD ($) |
Debt Disclosure [Abstract] | |
Total minimum lease payments | $ 10,970 |
Less amount representing interest payments | (2,176) |
Present value of net minimum lease payments | 8,794 |
Current portion | (1,575) |
Capitalized lease obligation, less current portion | $ 7,219 |
NOTES PAYABLE, CAPITALIZED LE66
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) $ / shares in Units, BRL in Thousands | Mar. 13, 2015USD ($) | Feb. 27, 2014USD ($) | Dec. 21, 2009USD ($) | Sep. 30, 2015EUR (€) | Jul. 31, 2014USD ($) | May. 31, 2014AUDloan | May. 30, 2014 | Dec. 31, 2013USD ($)loan | Nov. 30, 2012CAD | Oct. 31, 2006USD ($) | Mar. 31, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($)loan$ / sharesshares | Sep. 30, 2013USD ($) | Sep. 30, 2015AUDline_of_creditproperty | Sep. 30, 2015USD ($)line_of_creditproperty$ / shares | Sep. 30, 2015CADline_of_creditproperty | Sep. 30, 2015EUR (€)line_of_creditproperty | Sep. 30, 2015BRLline_of_creditproperty | Mar. 12, 2015USD ($) | Dec. 31, 2013AUD | Dec. 31, 2013USD ($) | |||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | |||||||||||||||||||||||||||||
Debt instrument exercised period | 5 years | ||||||||||||||||||||||||||||
Minimum payments under capital leases for 2015 | $ 2,399,000 | ||||||||||||||||||||||||||||
Minimum payments under capital leases for 2016 | 2,067,000 | ||||||||||||||||||||||||||||
Minimum payments under capital leases for 2017 | 1,891,000 | ||||||||||||||||||||||||||||
Minimum payments under capital leases for 2018 | 1,501,000 | ||||||||||||||||||||||||||||
Minimum payments under capital leases for 2019 | 1,495,000 | ||||||||||||||||||||||||||||
Minimum payments under capital leases thereafter | 1,617,000 | ||||||||||||||||||||||||||||
Capital leased assets, gross | $ 16,446,000 | 17,314,000 | |||||||||||||||||||||||||||
Capital leases, lessee balance sheet, assets by major class, accumulated depreciation | 6,755,000 | 8,520,000 | |||||||||||||||||||||||||||
Deferred interest charges | 181,000 | 156,000 | |||||||||||||||||||||||||||
Amortization | $ 1,905,000 | 1,579,000 | $ 1,605,000 | ||||||||||||||||||||||||||
Proceeds from issuance of debt | 233,491,000 | 691,943,000 | 303,000 | ||||||||||||||||||||||||||
Payments to acquire buildings | $ 10,000,000 | ||||||||||||||||||||||||||||
Capital lease maturity year | 2,022 | ||||||||||||||||||||||||||||
Long-term debt, percentage bearing fixed interest, percentage rate | 5.00% | ||||||||||||||||||||||||||||
Minimum payments under debt agreements for 2015 | 7,886,000 | ||||||||||||||||||||||||||||
Minimum payments under debt agreements for 2016 | 33,332,000 | ||||||||||||||||||||||||||||
Debt Agreements Future Minimum Payments Due In Three Years | 4,531,000 | ||||||||||||||||||||||||||||
Minimum payments under debt agreements for 2018 | 104,442,000 | ||||||||||||||||||||||||||||
Minimum payments under debt agreements for 2019 | 57,402,000 | ||||||||||||||||||||||||||||
Minimum payments under debt agreements thereafter | $ 614,978,000 | ||||||||||||||||||||||||||||
Debt instrument, face amount | $ 21,098,000 | ||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 4.00% | 4.00% | 4.00% | 4.00% | 4.00% | ||||||||||||||||||||||||
Payment of tender offer premium | $ 31,530,000 | ||||||||||||||||||||||||||||
Underwriting fees and other expense capitalized | 10,313,000 | ||||||||||||||||||||||||||||
Loss from debt extinguishment | $ (24,964,000) | $ 0 | 38,890,000 | $ 0 | |||||||||||||||||||||||||
Write off of deferred debt issuance cost | 6,574,000 | ||||||||||||||||||||||||||||
Prepaid interest on defeased note on extinguishment of debt | 786,000 | ||||||||||||||||||||||||||||
Maximum percentage of equity interest of subsidiaries borrowings guaranteed | 65.00% | ||||||||||||||||||||||||||||
Line of credit facility, amount outstanding | $ 5,606 | CAD 7,481 | |||||||||||||||||||||||||||
Debt instrument, basis spread on variable rate | 1.30% | ||||||||||||||||||||||||||||
Outstanding debt | 799,187,000 | 843,569,000 | |||||||||||||||||||||||||||
Long-term debt, gross | $ 822,571,000 | 861,199,000 | |||||||||||||||||||||||||||
Number of refinanced ESOP loan | loan | 2 | ||||||||||||||||||||||||||||
Number of new term loan refinance from ESOP loans | loan | 1 | ||||||||||||||||||||||||||||
Amount of line note available to purchase common stock in open market | $ 10,000,000 | ||||||||||||||||||||||||||||
Share based compensation arrangement by share based payment award shares purchased for award value | $ 10,000,000 | ||||||||||||||||||||||||||||
Number of term loans formed | loan | 1 | ||||||||||||||||||||||||||||
Stock issued during period, shares, ESOP | shares | 1,591,117 | ||||||||||||||||||||||||||||
Stock issued during period, value, ESOP | $ 20,000,000 | ||||||||||||||||||||||||||||
ESOP, weighted average purchase price of shares purchased (in Dollars per share) | $ / shares | $ 12.57 | ||||||||||||||||||||||||||||
Debt instrument, interest rate during period | 6.00% | 5.25% | |||||||||||||||||||||||||||
Northcote Holdings Pty. Ltd [Member] | |||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | |||||||||||||||||||||||||||||
Line of credit facility, amount outstanding | AUD 2,000 | $ 1,402 | |||||||||||||||||||||||||||
Debt instrument, number of loans | 2 | 2 | 2 | 2 | 2 | 2 | |||||||||||||||||||||||
Revolver due 2019 [Member] | |||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | |||||||||||||||||||||||||||||
Line of credit facility, amount outstanding | $ 16,938,000 | ||||||||||||||||||||||||||||
Line of credit facility, remaining borrowing capacity | 198,062,000 | ||||||||||||||||||||||||||||
Letter Of Credit Subfacility [Member] | Revolver due 2019 [Member] | |||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | |||||||||||||||||||||||||||||
Line of credit facility, current borrowing capacity | $ 50,000 | $ 60,000,000 | |||||||||||||||||||||||||||
Line of credit facility, amount outstanding | $ 35,000,000 | ||||||||||||||||||||||||||||
Multicurrency Subfacility [Member] | Revolver due 2019 [Member] | |||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | |||||||||||||||||||||||||||||
Line of credit facility, current borrowing capacity | 50,000,000 | ||||||||||||||||||||||||||||
Margin Rate [Member] | Revolver due 2019 [Member] | |||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | |||||||||||||||||||||||||||||
Line of credit facility, interest rate during period | 1.00% | ||||||||||||||||||||||||||||
LIBOR Rate [Member] | |||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | |||||||||||||||||||||||||||||
Line of credit facility, interest rate during period | 2.00% | ||||||||||||||||||||||||||||
Convert. debt due 2017 [Member] | |||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | |||||||||||||||||||||||||||||
Debt instrument, face amount | $ 100,000,000 | ||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 4.00% | ||||||||||||||||||||||||||||
Debt instrument, convertible, conversion ratio | 69.3811 | ||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 1,000 | ||||||||||||||||||||||||||||
Debt instrument, convertible, conversion price (in Dollars per share) | $ / shares | $ 14.41 | ||||||||||||||||||||||||||||
Debt instrument, convertible, threshold percentage of stock price trigger | 1.00% | ||||||||||||||||||||||||||||
Last conversion price adjustment (in Dollars per share) | $ / shares | $ 0.08 | ||||||||||||||||||||||||||||
Potential conversion rate adjustment | 0.48% | 0.48% | 0.48% | 0.48% | 0.48% | ||||||||||||||||||||||||
Debt instrument, convertible, if-converted value in excess of principal | $ 15,720,000 | $ 15,720,000 | |||||||||||||||||||||||||||
Convert. debt due 2017 [Member] | Level 1 [Member] | |||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | |||||||||||||||||||||||||||||
Notes payable, fair value disclosure | $ 118,875,000 | ||||||||||||||||||||||||||||
Capital lease - real estate [Member] | |||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | |||||||||||||||||||||||||||||
Proceeds from issuance of debt | $ 14,290,000 | ||||||||||||||||||||||||||||
Outstanding debt | 8,370,000 | [1] | 7,368,000 | ||||||||||||||||||||||||||
Long-term debt, gross | $ 8,551,000 | [1] | $ 7,524,000 | [2] | |||||||||||||||||||||||||
Debt instrument, interest rate during period | [1] | 5.30% | 5.30% | 5.30% | |||||||||||||||||||||||||
Debt instrument, interest rate at period end | 5.00% | [1] | 5.00% | [2] | 5.00% | [2] | 5.00% | [2] | 5.00% | [2] | 5.00% | [2] | |||||||||||||||||
Senior notes [Member] | Level 1 [Member] | |||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | |||||||||||||||||||||||||||||
Notes payable, fair value disclosure | $ 570,000,000 | ||||||||||||||||||||||||||||
Senior notes [Member] | Senior note due 2022 [Member] | |||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | |||||||||||||||||||||||||||||
Debt instrument, face amount | $ 600,000,000 | ||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 5.25% | ||||||||||||||||||||||||||||
Senior notes [Member] | Senior note due 2022 [Member] | Senior notes due 2018 [Member] | |||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | |||||||||||||||||||||||||||||
Debt instrument, face amount | $ 550,000,000 | ||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 7.125% | ||||||||||||||||||||||||||||
Payment of tender offer premium | $ 31,530,000 | ||||||||||||||||||||||||||||
Debt instrument, periodic payment, interest | $ 16,716,000 | ||||||||||||||||||||||||||||
Senior notes due 2018 [Member] | |||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | |||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 7.125% | ||||||||||||||||||||||||||||
Loss from debt extinguishment | $ 38,890,000 | ||||||||||||||||||||||||||||
Outstanding debt | [3] | 590,447,000 | |||||||||||||||||||||||||||
Long-term debt, gross | [3] | $ 600,000,000 | |||||||||||||||||||||||||||
Debt instrument, interest rate during period | [3] | 7.40% | 7.40% | ||||||||||||||||||||||||||
Debt instrument, interest rate at period end | [3] | 5.25% | |||||||||||||||||||||||||||
Revolver due 2019 [Member] | |||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | |||||||||||||||||||||||||||||
Line of credit facility, current borrowing capacity | $ 250,000 | $ 225,000,000 | |||||||||||||||||||||||||||
Outstanding debt | $ 22,991,000 | [3] | $ 32,951,000 | ||||||||||||||||||||||||||
Long-term debt, gross | 25,000,000 | [3] | 35,000,000 | [4] | |||||||||||||||||||||||||
Real estate mortgages [Member] | |||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | |||||||||||||||||||||||||||||
Debt instrument, face amount | $ 32,280,000 | ||||||||||||||||||||||||||||
Number of secured properties | property | 4 | 4 | 4 | 4 | 4 | ||||||||||||||||||||||||
Number of properties refinanced | property | 2 | 2 | 2 | 2 | 2 | ||||||||||||||||||||||||
Number of properties with new mortgages | property | 2 | 2 | 2 | 2 | 2 | ||||||||||||||||||||||||
Debt instrument, maturity date | Sep. 25, 2025 | ||||||||||||||||||||||||||||
Debt instrument, description of variable rate basis | LIBOR plus 2.75% | ||||||||||||||||||||||||||||
Debt instrument, basis spread on variable rate | 1.50% | ||||||||||||||||||||||||||||
Outstanding debt | 15,812,000 | [5] | $ 31,810,000 | ||||||||||||||||||||||||||
Long-term debt, gross | $ 16,388,000 | [5] | 32,280,000 | [6] | |||||||||||||||||||||||||
Debt instrument, interest rate during period | [5] | 3.80% | 3.90% | 4.90% | |||||||||||||||||||||||||
ESOP Loans [Member] | |||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | |||||||||||||||||||||||||||||
Debt instrument, description of variable rate basis | The loan bears interest at a) LIBOR plus 2.38% or b) the lender’s prime rate, at Griffon’s option. | ||||||||||||||||||||||||||||
Debt instrument, basis spread on variable rate | 2.38% | ||||||||||||||||||||||||||||
Outstanding debt | $ 38,684,000 | [6] | 36,520,000 | ||||||||||||||||||||||||||
Long-term debt, gross | 38,946,000 | [6] | 36,744,000 | [1] | |||||||||||||||||||||||||
Debt instrument, periodic payment, principal | 551,000 | ||||||||||||||||||||||||||||
Debt instrument balloon payment | $ 30,137,000 | ||||||||||||||||||||||||||||
Debt instrument, interest rate during period | [6] | 2.90% | 2.80% | 2.90% | |||||||||||||||||||||||||
Revolver due 2013 [Member] | |||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | |||||||||||||||||||||||||||||
Debt instrument, description of variable rate basis | The revolving credit facility accrues interest at EURIBOR plus 2.20% per annum. | ||||||||||||||||||||||||||||
Debt instrument, basis spread on variable rate | 1.75% | ||||||||||||||||||||||||||||
Outstanding debt | $ 0 | ||||||||||||||||||||||||||||
Proceeds from long-term lines of credit (in Euro) | € 5,000,000 | $ 5,599,000 | |||||||||||||||||||||||||||
Debt instrument, interest rate during period | [2] | 0.50% | |||||||||||||||||||||||||||
Term Loan [Member] | |||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | |||||||||||||||||||||||||||||
Long-term debt, percentage bearing fixed interest, percentage rate | 2.50% | 2.50% | 2.50% | 2.50% | 2.50% | ||||||||||||||||||||||||
Outstanding debt | € | € 15,000,000 | ||||||||||||||||||||||||||||
Proceeds from long-term lines of credit (in Euro) | 15,000,000 | $ 16,795,000 | |||||||||||||||||||||||||||
Quarterly installments | € | € 1,250,000 | ||||||||||||||||||||||||||||
Term Loan [Member] | Northcote Holdings Pty. Ltd [Member] | |||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | |||||||||||||||||||||||||||||
Debt instrument, face amount | AUD | AUD 12,500,000 | ||||||||||||||||||||||||||||
Non U.S. term loans [Member] | |||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | |||||||||||||||||||||||||||||
Line of credit facility, amount outstanding | $ 1,926,000 | BRL 7,652 | |||||||||||||||||||||||||||
Outstanding debt | $ 28,309,000 | [2] | 38,843,000 | ||||||||||||||||||||||||||
Long-term debt, gross | 28,470,000 | [2] | 39,142,000 | [7] | |||||||||||||||||||||||||
Maintains maximum amount of line of credit | $ 3,222,000 | BRL 12,800 | |||||||||||||||||||||||||||
Non U.S. term loans [Member] | Brazilian CDI [Member] | |||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | |||||||||||||||||||||||||||||
Line of credit facility, interest rate at period end | 20.13% | 20.13% | 20.13% | 20.13% | 20.13% | ||||||||||||||||||||||||
Non U.S. lines of credit [Member] | |||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | |||||||||||||||||||||||||||||
Line of credit facility, remaining borrowing capacity | $ 4,726,000 | CAD 6,307,000 | |||||||||||||||||||||||||||
Outstanding debt | 3,306,000 | [2] | 8,931,000 | ||||||||||||||||||||||||||
Long-term debt, gross | [2] | $ 3,306,000 | $ 8,934,000 | ||||||||||||||||||||||||||
Proceeds from long-term lines of credit (in Euro) | CAD | CAD 15,000,000 | ||||||||||||||||||||||||||||
Line of credit facility, interest rate description | The facility accrues interest at LIBOR (USD) or the Bankers Acceptance Rate (CDN) plus 1.3% per annum. | ||||||||||||||||||||||||||||
Non U.S. lines of credit [Member] | LIBOR Rate [Member] | |||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | |||||||||||||||||||||||||||||
Line of credit facility, interest rate at period end | 1.63% | 1.63% | 1.63% | 1.63% | 1.63% | ||||||||||||||||||||||||
Non U.S. lines of credit [Member] | Bankers Acceptance Rate [Member] | |||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | |||||||||||||||||||||||||||||
Line of credit facility, interest rate at period end | 2.03% | 2.03% | 2.03% | 2.03% | 2.03% | ||||||||||||||||||||||||
Non U.S. lines of credit [Member] | Line of Credit One [Member] | Northcote Holdings Pty. Ltd [Member] | |||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | |||||||||||||||||||||||||||||
Line of credit facility, current borrowing capacity | AUD 3,000,000 | $ 2,103 | |||||||||||||||||||||||||||
Debt instrument, basis spread on variable rate | 2.25% | ||||||||||||||||||||||||||||
Debt instrument, interest rate at period end | 4.43% | 4.43% | 4.43% | 4.43% | 4.43% | ||||||||||||||||||||||||
Non U.S. lines of credit [Member] | Line of Credit Two [Member] | Northcote Holdings Pty. Ltd [Member] | |||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | |||||||||||||||||||||||||||||
Line of credit facility, current borrowing capacity | AUD 5,000,000 | $ 3,506 | |||||||||||||||||||||||||||
Debt instrument, basis spread on variable rate | 2.50% | ||||||||||||||||||||||||||||
Debt instrument, interest rate at period end | 4.68% | 4.68% | 4.68% | 4.68% | 4.68% | ||||||||||||||||||||||||
Term Loan May 2014 [Member] | Northcote Holdings Pty. Ltd [Member] | |||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | |||||||||||||||||||||||||||||
Debt instrument, face amount | AUD | AUD 20,000,000 | ||||||||||||||||||||||||||||
Debt instrument, periodic payment, principal | AUD | AUD 625,000 | ||||||||||||||||||||||||||||
Term Loan December 2013 and May 2014 [Member] | Northcote Holdings Pty. Ltd [Member] | |||||||||||||||||||||||||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) [Line Items] | |||||||||||||||||||||||||||||
Line of credit facility, amount outstanding | AUD 31,874,000 | $ 22,347,000 | |||||||||||||||||||||||||||
Debt instrument, basis spread on variable rate | 2.80% | ||||||||||||||||||||||||||||
Debt instrument, interest rate at period end | 4.98% | 4.98% | 4.98% | 4.98% | 4.98% | ||||||||||||||||||||||||
[1] | 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 Griff | ||||||||||||||||||||||||||||
[2] | In September 2015, Clopay Europe GMBH (“Clopay Europe”) entered into a EUR 5,000 ($5,599 as of September 30, 2015) revolving credit facility and a EUR 15,000 ($16,795 as of September 30, 2015) 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 November 2016, but is renewable upon mutual agreement with the bank. The revolving credit facility accrues interest at EURIBOR plus 1.75% per annum (1.75% at September 30, 2015). 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 15 million and the revolver had no borrowings outstanding at September 30, 2015. 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). Clopay do Brasil maintains lines of credit of approximately R$12,800 ($3,222 as of September 30, 2015). Interest on borrowings accrues at a rate of Brazilian CDI plus 6.0% (20.13% at September 30, 2015). As of September 30, 2015, there was approximately R$7,652 ($1,926 as of September 30, 2015) borrowed under the lines borrowed under the lines. PPC guarantees the loan and lines.In November 2012, Garant G.P. (“Garant”) entered into a CAD 15,000 revolving credit facility. The facility accrues interest at LIBOR (USD) or the Bankers Acceptance Rate (CDN) plus 1.3% per annum (1.63% LIBOR USD and 2.03% Bankers Acceptance Rate CDN as of September 30, 2015). The revolving facility matures in October 2016. Garant is required to maintain a certain minimum equity. As of September 30, 2015, there were CAD 7,481($5,606 as of September 30, 2015) borrowed under the revolving credit facility with CAD 6,307 ($4,726 as of September 30, 2015) available for borrowin | ||||||||||||||||||||||||||||
[3] | On February 27, 2014, in an unregistered offering through a private placement under Rule 144A, Griffon issued, at par, $600,000 of 5.25% Senior Notes due in 2022 (“Senior Notes”); interest is payable semi-annually on March 1 and September 1. Proceeds from the Senior Notes were used to redeem $550,000 of 7.125% senior notes due 2018, to pay a call and tender offer premium of $31,530 and to make interest payments of $16,716, with the balance used to pay a portion of the related transaction fees and expenses. In connection with the issuance of the Senior Notes, all obligations under the $550,000 of 7.125% senior notes due in 2018 were discharged. The Senior Notes are senior unsecured obligations of Griffon guaranteed by certain domestic subsidiaries, and subject to certain covenants, limitations and restrictions. On June 18, 2014, Griffon exchanged all of the Senior Notes for substantially identical Senior Notes registered under the Securities Act of 1933 via an exchange offer. The fair value of Senior Notes approximated $570,000 on September 30, 2014 based upon quoted market prices (level 1 inputs).In connection with these transactions, Griffon capitalized $10,313 of underwriting fees and other expenses incurred related to the issuance and exchange of the Senior Notes, which will amortize over the term of such notes. Griffon recognized a loss on the early extinguishment of debt on the 7.125% senior notes aggregating $38,890, comprised of the $31,530 tender offer premium, the write-off of $6,574 of remaining deferred financing fees and $786 of prepaid interest on defeased notes. (b)On March 13, 2015, Griffon amended its Revolving Credit Facility (“Credit Agreement”) to increase the credit facility from$225,000 to $250,000, extend its maturity from March 28, 2019 to March 13, 2020, and modify certain other provisions of the facility. The facility includes a letter sub-facility with a limit of $50,000 (decreased from $60,000), and a multi-currency sub-facility of $50,000. The Credit Agreement provides for same day borrowings of base rate loans in lieu of a swing line sub-facility. Borrowings under the Credit Agreement may be repaid and re-borrowed at any time, subject to final maturity of the facility, or the occurrence or event of default under the Credit Agreement. Interest is payable on borrowings at either a LIBOR or base rate benchmark rate, in each case without a floor, plus an applicable margin, which adjusts based on financial performance. Current margins are 1.00% for base rate loans and 2.00% 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. The Credit Agreement also has a minimum liquidity covenant that requires cash and available borrowings under the Credit Agreement in the aggregate to equal or exceed $100 million during the six month period prior to maturity of the 2017 Notes (which mature on January 15, 2017); such covenant will no longer apply after payment in full of the 2017 Notes. 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 each of 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 ranks pari passu with the lien granted on such assets under the Credit Agreement; see footnote (d) below). At September 30, 2015, outstanding borrowings and standby letters of credit were $35,000 and $16,938, respectively, under the Credit Agreement; $198,062 was available for borrowing at that date | ||||||||||||||||||||||||||||
[4] | On December 21, 2009, Griffon issued $100,000 principal of 4% convertible subordinated notes due 2017 (the “2017 Notes”). The current conversion rate of the 2017 Notes is 69.3811 shares of Griffon’s common stock per $1 principal amount of notes, corresponding to a conversion price of $14.41 per share. Prior to July 15, 2016, if for at least 20 trading days out of the last 30 trading days during any fiscal quarter the closing price of Griffon's common stock is 130% or greater than the conversion price on each such trading day, then at any time during the immediately subsequent fiscal quarter any holder has the option to convert such holder's notes (and the Company is required to notify the trustee under the notes, and the holders of the notes, that this condition to conversion has been met). At any time on or after July 15, 2016, any holder has the option to convert such holder's notes into shares of Griffon common stock. Griffon has the intent and ability to settle the principal component of any conversion of notes in cash. When a cash dividend is declared that would result in an adjustment to the conversion ratio of less than 1%, any adjustment to the conversion ratio is deferred until the first to occur of (i) actual conversion; (ii) the 42nd trading day prior to maturity of the notes; and (iii) such time as the cumulative adjustment equals or exceeds 1%. As of September 30, 2015, aggregate dividends since the last conversion price adjustment of $0.08 per share would have resulted in an adjustment to the conversion ratio of approximately 0.48%. At both September 30, 2015 and 2014, the 2017 Notes had a capital in excess of par component, net of tax, of $15,720. The fair value of the 2017 Notes approximated $118,875 on September 30, 2015 based upon quoted market prices (level 1 inputs) | ||||||||||||||||||||||||||||
[5] | In September 2015, Griffon entered into a $32,280 mortgage loan secured by four properties occupied by Griffon's subsidiaries, refinancing two existing real estate mortgages and providing new mortgages on two existing real estate properties. The loans mature in September 2025, are collateralized by the specific properties financed and are guaranteed by Griffon. The loans bear interest at a rate of LIBOR plus 1.50%. | ||||||||||||||||||||||||||||
[6] | In December 2013, Griffon’s Employee Stock Ownership Plan (“ESOP”) entered into an agreement that refinanced the two existing ESOP loans into one new Term Loan in the amount of $21,098 (the "Agreement"). The Agreement also provided for a Line Note with $10,000 available to purchase shares of Griffon common stock in the open market. In July 2014, Griffon's ESOP entered into an amendment of the existing Agreement which provided an additional $10,000 Line Note available to purchase shares in the open market. During 2014, the Line Notes were combined with the Term Loan to form one new Term Loan. The Term Loan bears interest at LIBOR plus 2.38% or the lender’s prime rate, at Griffon’s option. The Term Loan requires quarterly principal payments of $551, with a balloon payment of approximately $30,137 due at maturity on December 31, 2018. During 2014, 1,591,117 shares of Griffon common stock, for a total of $20,000, or $12.57 per share, were purchased with proceeds from the Line Notes. 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 | ||||||||||||||||||||||||||||
[7] | n December 2013 and May 2014, Northcote Holdings Pty Ltd entered into two unsecured term loans in the outstanding amounts of AUD 12,500 and AUD 20,000. The AUD 12,500 term loan requires quarterly interest payments with principal due upon maturity in December 2016. The AUD 20,000 term loan requires quarterly principal payments of AUD 625, with a balloon payment due upon maturity in May 2017. The loans accrue interest at Bank Bill Swap Bid Rate “BBSY” plus 2.8% per annum (4.98% at September 30, 2015 for each loan). As of September 30, 2015, Griffon had an outstanding combined balance of AUD 31,874 ($22,347 as of September 30, 2015) on the term loans, net of issuance costs.Subsidiaries of Northcote Holdings Pty Ltd also maintain two lines of credit of AUD 3,000 and AUD 5,000 ($2,103 and $3,506, respectively, as of September 30, 2015), which accrue interest at BBSY plus 2.25% per annum (4.43% at September 30, 2015 ) and 2.50% per annum (4.68% at September 30, 2015), respectively. As of September 30, 2015, there was AUD 2,000 ($1,402 as of September 30, 2015) in outstanding borrowings under the lines. Griffon Corporation guarantees the term loans and the AUD 3,000 line of credit; the assets of a subsidiary of Northcote Holdings Pty Ltd secures the AUD 5,000 line of credit.(h) |
NOTES PAYABLE, CAPITALIZED LE67
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Long-Term Debt - USD ($) $ in Thousands | 12 Months Ended | |||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | ||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Long-Term Debt [Line Items] | ||||||
Interest Paid | $ 41,191 | $ 42,020 | $ 46,288 | |||
Amortization of Debt Discount (Premium) | 3,989 | 3,662 | 3,361 | |||
Amortization of Financing Costs | 2,993 | 2,765 | 2,871 | |||
Interest Expense, Debt | $ 48,173 | $ 48,447 | 52,520 | |||
Effective Interest Rate | 6.00% | 5.25% | ||||
Outstanding Balance | $ 861,199 | $ 822,571 | ||||
less: Current portion | (16,593) | (7,886) | ||||
Long-term debt | 844,606 | 814,685 | ||||
Original Issuer Discount | (5,594) | (9,584) | ||||
less: Current portion | 0 | 0 | ||||
Capitalized Fees & Expenses, Current | 0 | 0 | ||||
Long-term debt | (5,594) | (9,584) | ||||
Capitalized Fees & Expenses, Noncurrent | (12,036) | (13,800) | ||||
Balance Sheet | 843,569 | 799,187 | ||||
less: Current portion | (16,593) | (7,886) | ||||
Long-term debt | 826,976 | 791,301 | ||||
Capitalized Fees & Expenses | (12,036) | (13,800) | ||||
Senior note due 2022 [Member] | ||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Long-Term Debt [Line Items] | ||||||
Interest Paid | [1] | 31,500 | 18,550 | |||
Amortization of Debt Discount (Premium) | [1] | 0 | 0 | |||
Amortization of Financing Costs | [1] | 1,289 | 759 | |||
Interest Expense, Debt | [1] | $ 32,789 | 19,309 | |||
Effective Interest Rate | [1] | 5.46% | ||||
Outstanding Balance | [1] | $ 600,000 | ||||
Original Issuer Discount | [1] | 0 | ||||
Balance Sheet | 591,736 | |||||
Capitalized Fees & Expenses | [1] | $ (8,264) | ||||
Coupon Interest Rate | [1] | 5.25% | ||||
Revolving Credit Facility [Member] | ||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Long-Term Debt [Line Items] | ||||||
Interest Paid | 1,094 | |||||
Amortization of Debt Discount (Premium) | 0 | |||||
Amortization of Financing Costs | 570 | |||||
Interest Expense, Debt | 1,664 | |||||
Senior notes due 2018 [Member] | ||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Long-Term Debt [Line Items] | ||||||
Interest Paid | [1] | 15,930 | 39,188 | |||
Amortization of Debt Discount (Premium) | [1] | 0 | 0 | |||
Amortization of Financing Costs | [1] | 667 | 1,626 | |||
Interest Expense, Debt | [1] | $ 16,597 | $ 40,814 | |||
Effective Interest Rate | [1] | 7.40% | 7.40% | |||
Outstanding Balance | [1] | $ 600,000 | ||||
Original Issuer Discount | [1] | 0 | ||||
Balance Sheet | [1] | 590,447 | ||||
Capitalized Fees & Expenses | [1] | $ (9,553) | ||||
Coupon Interest Rate | [1] | 5.25% | ||||
Revolver due 2019 [Member] | ||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Long-Term Debt [Line Items] | ||||||
Outstanding Balance | $ 35,000 | [2] | $ 25,000 | [1] | ||
Original Issuer Discount | 0 | [2] | 0 | [1] | ||
Balance Sheet | 32,951 | 22,991 | [1] | |||
Capitalized Fees & Expenses | (2,049) | [2] | (2,009) | [1] | ||
Convert. debt due 2017 [Member] | ||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Long-Term Debt [Line Items] | ||||||
Interest Paid | [2] | 4,000 | 4,000 | $ 4,000 | ||
Amortization of Debt Discount (Premium) | [2] | 3,989 | 3,662 | 3,361 | ||
Amortization of Financing Costs | [2] | 444 | 443 | 443 | ||
Interest Expense, Debt | [2] | $ 8,433 | $ 8,105 | $ 7,804 | ||
Effective Interest Rate | [2] | 9.10% | 9.10% | 9.10% | ||
Outstanding Balance | $ 100,000 | [3] | $ 100,000 | [2] | ||
Original Issuer Discount | (5,594) | [3] | (9,584) | [2] | ||
Balance Sheet | 93,835 | 89,382 | [2] | |||
Capitalized Fees & Expenses | $ (571) | [3] | $ (1,034) | [2] | ||
Coupon Interest Rate | 4.00% | [3] | 4.00% | [2] | ||
Real estate mortgages [Member] | ||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Long-Term Debt [Line Items] | ||||||
Interest Paid | [3] | $ 468 | $ 500 | $ 538 | ||
Amortization of Debt Discount (Premium) | [3] | 0 | 0 | 0 | ||
Amortization of Financing Costs | [3] | 576 | 144 | 86 | ||
Interest Expense, Debt | [3] | $ 1,044 | $ 644 | $ 624 | ||
Effective Interest Rate | [3] | 3.80% | 3.90% | 4.90% | ||
Outstanding Balance | $ 32,280 | [4] | $ 16,388 | [3] | ||
Original Issuer Discount | 0 | [4] | 0 | [3] | ||
Balance Sheet | 31,810 | 15,812 | [3] | |||
Capitalized Fees & Expenses | (470) | [4] | (576) | [3] | ||
ESOP Loans [Member] | ||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Long-Term Debt [Line Items] | ||||||
Interest Paid | [4] | 1,025 | 747 | $ 628 | ||
Amortization of Debt Discount (Premium) | [4] | 0 | 0 | 0 | ||
Amortization of Financing Costs | [4] | 69 | 54 | 8 | ||
Interest Expense, Debt | [4] | $ 1,094 | $ 801 | $ 636 | ||
Effective Interest Rate | [4] | 2.90% | 2.80% | 2.90% | ||
Outstanding Balance | $ 36,744 | [5] | $ 38,946 | [4] | ||
Original Issuer Discount | 0 | [5] | 0 | [4] | ||
Balance Sheet | 36,520 | 38,684 | [4] | |||
Capitalized Fees & Expenses | (224) | [5] | (262) | [4] | ||
Capital lease - real estate [Member] | ||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Long-Term Debt [Line Items] | ||||||
Interest Paid | [5] | 405 | 456 | $ 504 | ||
Amortization of Debt Discount (Premium) | [5] | 0 | 0 | 0 | ||
Amortization of Financing Costs | [5] | 25 | 25 | 25 | ||
Interest Expense, Debt | [5] | $ 430 | $ 481 | $ 529 | ||
Effective Interest Rate | [5] | 5.30% | 5.30% | 5.30% | ||
Outstanding Balance | $ 7,524 | [6] | $ 8,551 | [5] | ||
Original Issuer Discount | 0 | [6] | 0 | [5] | ||
Balance Sheet | 7,368 | 8,370 | [5] | |||
Capitalized Fees & Expenses | $ (156) | [6] | $ (181) | [5] | ||
Coupon Interest Rate | 5.00% | [6] | 5.00% | [5] | ||
Non U.S. lines of credit [Member] | ||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Long-Term Debt [Line Items] | ||||||
Interest Paid | [7] | $ 661 | $ 919 | $ 520 | ||
Amortization of Debt Discount (Premium) | [7] | 0 | 0 | 0 | ||
Amortization of Financing Costs | [7] | 0 | 27 | 0 | ||
Interest Expense, Debt | [7] | 661 | 946 | 520 | ||
Outstanding Balance | [6] | $ 8,934 | 3,306 | |||
Original Issuer Discount | [6] | 0 | ||||
Balance Sheet | $ 8,931 | 3,306 | [6] | |||
Capitalized Fees & Expenses | [6] | (3) | 0 | |||
Non U.S. term loans [Member] | ||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Long-Term Debt [Line Items] | ||||||
Interest Paid | [7] | 1,335 | 847 | 216 | ||
Amortization of Debt Discount (Premium) | [7] | 0 | 0 | 0 | ||
Amortization of Financing Costs | [7] | 57 | 36 | 14 | ||
Interest Expense, Debt | [7] | 1,392 | 883 | 230 | ||
Outstanding Balance | 39,142 | [7] | 28,470 | [6] | ||
Original Issuer Discount | 0 | [7] | 0 | [6] | ||
Balance Sheet | 38,843 | 28,309 | [6] | |||
Capitalized Fees & Expenses | (299) | [7] | (161) | [6] | ||
Other long term debt [Member] | ||||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Long-Term Debt [Line Items] | ||||||
Interest Paid | [8] | 166 | 70 | 553 | ||
Amortization of Debt Discount (Premium) | [8] | 0 | 0 | |||
Amortization of Financing Costs | [8] | 13 | 40 | 0 | ||
Interest Expense, Debt | [8] | 179 | 110 | $ 553 | ||
Outstanding Balance | [7] | 1,575 | 1,910 | |||
Original Issuer Discount | [7] | 0 | 0 | |||
Balance Sheet | 1,575 | 1,886 | [7] | |||
Capitalized Fees & Expenses | [7] | $ 0 | $ (24) | |||
[1] | On February 27, 2014, in an unregistered offering through a private placement under Rule 144A, Griffon issued, at par, $600,000 of 5.25% Senior Notes due in 2022 (“Senior Notes”); interest is payable semi-annually on March 1 and September 1. Proceeds from the Senior Notes were used to redeem $550,000 of 7.125% senior notes due 2018, to pay a call and tender offer premium of $31,530 and to make interest payments of $16,716, with the balance used to pay a portion of the related transaction fees and expenses. In connection with the issuance of the Senior Notes, all obligations under the $550,000 of 7.125% senior notes due in 2018 were discharged. The Senior Notes are senior unsecured obligations of Griffon guaranteed by certain domestic subsidiaries, and subject to certain covenants, limitations and restrictions. On June 18, 2014, Griffon exchanged all of the Senior Notes for substantially identical Senior Notes registered under the Securities Act of 1933 via an exchange offer. The fair value of Senior Notes approximated $570,000 on September 30, 2014 based upon quoted market prices (level 1 inputs).In connection with these transactions, Griffon capitalized $10,313 of underwriting fees and other expenses incurred related to the issuance and exchange of the Senior Notes, which will amortize over the term of such notes. Griffon recognized a loss on the early extinguishment of debt on the 7.125% senior notes aggregating $38,890, comprised of the $31,530 tender offer premium, the write-off of $6,574 of remaining deferred financing fees and $786 of prepaid interest on defeased notes. (b)On March 13, 2015, Griffon amended its Revolving Credit Facility (“Credit Agreement”) to increase the credit facility from$225,000 to $250,000, extend its maturity from March 28, 2019 to March 13, 2020, and modify certain other provisions of the facility. The facility includes a letter sub-facility with a limit of $50,000 (decreased from $60,000), and a multi-currency sub-facility of $50,000. The Credit Agreement provides for same day borrowings of base rate loans in lieu of a swing line sub-facility. Borrowings under the Credit Agreement may be repaid and re-borrowed at any time, subject to final maturity of the facility, or the occurrence or event of default under the Credit Agreement. Interest is payable on borrowings at either a LIBOR or base rate benchmark rate, in each case without a floor, plus an applicable margin, which adjusts based on financial performance. Current margins are 1.00% for base rate loans and 2.00% 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. The Credit Agreement also has a minimum liquidity covenant that requires cash and available borrowings under the Credit Agreement in the aggregate to equal or exceed $100 million during the six month period prior to maturity of the 2017 Notes (which mature on January 15, 2017); such covenant will no longer apply after payment in full of the 2017 Notes. 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 each of 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 ranks pari passu with the lien granted on such assets under the Credit Agreement; see footnote (d) below). At September 30, 2015, outstanding borrowings and standby letters of credit were $35,000 and $16,938, respectively, under the Credit Agreement; $198,062 was available for borrowing at that date | |||||
[2] | On December 21, 2009, Griffon issued $100,000 principal of 4% convertible subordinated notes due 2017 (the “2017 Notes”). The current conversion rate of the 2017 Notes is 69.3811 shares of Griffon’s common stock per $1 principal amount of notes, corresponding to a conversion price of $14.41 per share. Prior to July 15, 2016, if for at least 20 trading days out of the last 30 trading days during any fiscal quarter the closing price of Griffon's common stock is 130% or greater than the conversion price on each such trading day, then at any time during the immediately subsequent fiscal quarter any holder has the option to convert such holder's notes (and the Company is required to notify the trustee under the notes, and the holders of the notes, that this condition to conversion has been met). At any time on or after July 15, 2016, any holder has the option to convert such holder's notes into shares of Griffon common stock. Griffon has the intent and ability to settle the principal component of any conversion of notes in cash. When a cash dividend is declared that would result in an adjustment to the conversion ratio of less than 1%, any adjustment to the conversion ratio is deferred until the first to occur of (i) actual conversion; (ii) the 42nd trading day prior to maturity of the notes; and (iii) such time as the cumulative adjustment equals or exceeds 1%. As of September 30, 2015, aggregate dividends since the last conversion price adjustment of $0.08 per share would have resulted in an adjustment to the conversion ratio of approximately 0.48%. At both September 30, 2015 and 2014, the 2017 Notes had a capital in excess of par component, net of tax, of $15,720. The fair value of the 2017 Notes approximated $118,875 on September 30, 2015 based upon quoted market prices (level 1 inputs) | |||||
[3] | In September 2015, Griffon entered into a $32,280 mortgage loan secured by four properties occupied by Griffon's subsidiaries, refinancing two existing real estate mortgages and providing new mortgages on two existing real estate properties. The loans mature in September 2025, are collateralized by the specific properties financed and are guaranteed by Griffon. The loans bear interest at a rate of LIBOR plus 1.50%. | |||||
[4] | In December 2013, Griffon’s Employee Stock Ownership Plan (“ESOP”) entered into an agreement that refinanced the two existing ESOP loans into one new Term Loan in the amount of $21,098 (the "Agreement"). The Agreement also provided for a Line Note with $10,000 available to purchase shares of Griffon common stock in the open market. In July 2014, Griffon's ESOP entered into an amendment of the existing Agreement which provided an additional $10,000 Line Note available to purchase shares in the open market. During 2014, the Line Notes were combined with the Term Loan to form one new Term Loan. The Term Loan bears interest at LIBOR plus 2.38% or the lender’s prime rate, at Griffon’s option. The Term Loan requires quarterly principal payments of $551, with a balloon payment of approximately $30,137 due at maturity on December 31, 2018. During 2014, 1,591,117 shares of Griffon common stock, for a total of $20,000, or $12.57 per share, were purchased with proceeds from the Line Notes. 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 | |||||
[5] | 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 Griff | |||||
[6] | In September 2015, Clopay Europe GMBH (“Clopay Europe”) entered into a EUR 5,000 ($5,599 as of September 30, 2015) revolving credit facility and a EUR 15,000 ($16,795 as of September 30, 2015) 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 November 2016, but is renewable upon mutual agreement with the bank. The revolving credit facility accrues interest at EURIBOR plus 1.75% per annum (1.75% at September 30, 2015). 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 15 million and the revolver had no borrowings outstanding at September 30, 2015. 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). Clopay do Brasil maintains lines of credit of approximately R$12,800 ($3,222 as of September 30, 2015). Interest on borrowings accrues at a rate of Brazilian CDI plus 6.0% (20.13% at September 30, 2015). As of September 30, 2015, there was approximately R$7,652 ($1,926 as of September 30, 2015) borrowed under the lines borrowed under the lines. PPC guarantees the loan and lines.In November 2012, Garant G.P. (“Garant”) entered into a CAD 15,000 revolving credit facility. The facility accrues interest at LIBOR (USD) or the Bankers Acceptance Rate (CDN) plus 1.3% per annum (1.63% LIBOR USD and 2.03% Bankers Acceptance Rate CDN as of September 30, 2015). The revolving facility matures in October 2016. Garant is required to maintain a certain minimum equity. As of September 30, 2015, there were CAD 7,481($5,606 as of September 30, 2015) borrowed under the revolving credit facility with CAD 6,307 ($4,726 as of September 30, 2015) available for borrowin | |||||
[7] | n December 2013 and May 2014, Northcote Holdings Pty Ltd entered into two unsecured term loans in the outstanding amounts of AUD 12,500 and AUD 20,000. The AUD 12,500 term loan requires quarterly interest payments with principal due upon maturity in December 2016. The AUD 20,000 term loan requires quarterly principal payments of AUD 625, with a balloon payment due upon maturity in May 2017. The loans accrue interest at Bank Bill Swap Bid Rate “BBSY” plus 2.8% per annum (4.98% at September 30, 2015 for each loan). As of September 30, 2015, Griffon had an outstanding combined balance of AUD 31,874 ($22,347 as of September 30, 2015) on the term loans, net of issuance costs.Subsidiaries of Northcote Holdings Pty Ltd also maintain two lines of credit of AUD 3,000 and AUD 5,000 ($2,103 and $3,506, respectively, as of September 30, 2015), which accrue interest at BBSY plus 2.25% per annum (4.43% at September 30, 2015 ) and 2.50% per annum (4.68% at September 30, 2015), respectively. As of September 30, 2015, there was AUD 2,000 ($1,402 as of September 30, 2015) in outstanding borrowings under the lines. Griffon Corporation guarantees the term loans and the AUD 3,000 line of credit; the assets of a subsidiary of Northcote Holdings Pty Ltd secures the AUD 5,000 line of credit.(h) | |||||
[8] | t |
NOTES PAYABLE, CAPITALIZED LE68
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred - USD ($) $ in Thousands | 12 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | ||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||||
Effective Interest Rate | 6.00% | 5.25% | ||
Cash Interest | $ 41,191 | $ 42,020 | $ 46,288 | |
Amort. Debt Discount | 3,989 | 3,662 | 3,361 | |
Amort. Deferred Cost & Other Fees | 2,993 | 2,765 | 2,871 | |
Total Interest Expense | $ 48,173 | $ 48,447 | $ 52,520 | |
Senior notes due 2018 [Member] | ||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||||
Effective Interest Rate | [1] | 7.40% | 7.40% | |
Cash Interest | [1] | $ 15,930 | $ 39,188 | |
Amort. Debt Discount | [1] | 0 | 0 | |
Amort. Deferred Cost & Other Fees | [1] | 667 | 1,626 | |
Total Interest Expense | [1] | 16,597 | 40,814 | |
Senior note due 2022 [Member] | ||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||||
Effective Interest Rate | [1] | 5.46% | ||
Cash Interest | [1] | $ 31,500 | 18,550 | |
Amort. Debt Discount | [1] | 0 | 0 | |
Amort. Deferred Cost & Other Fees | [1] | 1,289 | 759 | |
Total Interest Expense | [1] | 32,789 | $ 19,309 | |
Revolver due 2018 [Member] | ||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||||
Cash Interest | [1] | 2,301 | ||
Amort. Debt Discount | [1] | 0 | ||
Amort. Deferred Cost & Other Fees | [1] | 520 | ||
Total Interest Expense | [1] | $ 2,821 | ||
Revolver due 2016 [Member] | ||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||||
Cash Interest | [1] | 785 | ||
Amort. Debt Discount | [1] | 0 | ||
Amort. Deferred Cost & Other Fees | [1] | 582 | ||
Total Interest Expense | [1] | $ 1,367 | ||
Convert. debt due 2017 [Member] | ||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||||
Effective Interest Rate | [2] | 9.10% | 9.10% | 9.10% |
Cash Interest | [2] | $ 4,000 | $ 4,000 | $ 4,000 |
Amort. Debt Discount | [2] | 3,989 | 3,662 | 3,361 |
Amort. Deferred Cost & Other Fees | [2] | 444 | 443 | 443 |
Total Interest Expense | [2] | $ 8,433 | $ 8,105 | $ 7,804 |
Real estate mortgages [Member] | ||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||||
Effective Interest Rate | [3] | 3.80% | 3.90% | 4.90% |
Cash Interest | [3] | $ 468 | $ 500 | $ 538 |
Amort. Debt Discount | [3] | 0 | 0 | 0 |
Amort. Deferred Cost & Other Fees | [3] | 576 | 144 | 86 |
Total Interest Expense | [3] | $ 1,044 | $ 644 | $ 624 |
ESOP Loans [Member] | ||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||||
Effective Interest Rate | [4] | 2.90% | 2.80% | 2.90% |
Cash Interest | [4] | $ 1,025 | $ 747 | $ 628 |
Amort. Debt Discount | [4] | 0 | 0 | 0 |
Amort. Deferred Cost & Other Fees | [4] | 69 | 54 | 8 |
Total Interest Expense | [4] | $ 1,094 | $ 801 | $ 636 |
Capital lease - real estate [Member] | ||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||||
Effective Interest Rate | [5] | 5.30% | 5.30% | 5.30% |
Cash Interest | [5] | $ 405 | $ 456 | $ 504 |
Amort. Debt Discount | [5] | 0 | 0 | 0 |
Amort. Deferred Cost & Other Fees | [5] | 25 | 25 | 25 |
Total Interest Expense | [5] | 430 | 481 | $ 529 |
Term loan due 2013 [Member] | ||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||||
Effective Interest Rate | [6] | 3.90% | ||
Cash Interest | [6] | $ 271 | ||
Amort. Debt Discount | [6] | 0 | ||
Amort. Deferred Cost & Other Fees | [6] | 87 | ||
Total Interest Expense | [6] | $ 358 | ||
Revolver due 2013 [Member] | ||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||||
Effective Interest Rate | [6] | 0.50% | ||
Cash Interest | [6] | $ 68 | ||
Amort. Debt Discount | [6] | 0 | ||
Amort. Deferred Cost & Other Fees | [6] | 0 | ||
Total Interest Expense | [6] | 68 | ||
Non U.S. lines of credit [Member] | ||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||||
Cash Interest | [7] | 661 | 919 | 520 |
Amort. Debt Discount | [7] | 0 | 0 | 0 |
Amort. Deferred Cost & Other Fees | [7] | 0 | 27 | 0 |
Total Interest Expense | [7] | 661 | 946 | 520 |
Non U.S. term loans [Member] | ||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||||
Cash Interest | [7] | 1,335 | 847 | 216 |
Amort. Debt Discount | [7] | 0 | 0 | 0 |
Amort. Deferred Cost & Other Fees | [7] | 57 | 36 | 14 |
Total Interest Expense | [7] | 1,392 | 883 | 230 |
Other long term debt [Member] | ||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||||
Cash Interest | [8] | 166 | 70 | 553 |
Amort. Debt Discount | [8] | 0 | 0 | |
Amort. Deferred Cost & Other Fees | [8] | 13 | 40 | 0 |
Total Interest Expense | [8] | 179 | 110 | 553 |
Capitalized interest [Member] | ||||
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||||
Cash Interest | (670) | (1,093) | (983) | |
Amort. Debt Discount | 0 | 0 | ||
Amort. Deferred Cost & Other Fees | 0 | 0 | ||
Total Interest Expense | $ (670) | $ (1,093) | $ (983) | |
[1] | On February 27, 2014, in an unregistered offering through a private placement under Rule 144A, Griffon issued, at par, $600,000 of 5.25% Senior Notes due in 2022 (“Senior Notes”); interest is payable semi-annually on March 1 and September 1. Proceeds from the Senior Notes were used to redeem $550,000 of 7.125% senior notes due 2018, to pay a call and tender offer premium of $31,530 and to make interest payments of $16,716, with the balance used to pay a portion of the related transaction fees and expenses. In connection with the issuance of the Senior Notes, all obligations under the $550,000 of 7.125% senior notes due in 2018 were discharged. The Senior Notes are senior unsecured obligations of Griffon guaranteed by certain domestic subsidiaries, and subject to certain covenants, limitations and restrictions. On June 18, 2014, Griffon exchanged all of the Senior Notes for substantially identical Senior Notes registered under the Securities Act of 1933 via an exchange offer. The fair value of Senior Notes approximated $570,000 on September 30, 2014 based upon quoted market prices (level 1 inputs).In connection with these transactions, Griffon capitalized $10,313 of underwriting fees and other expenses incurred related to the issuance and exchange of the Senior Notes, which will amortize over the term of such notes. Griffon recognized a loss on the early extinguishment of debt on the 7.125% senior notes aggregating $38,890, comprised of the $31,530 tender offer premium, the write-off of $6,574 of remaining deferred financing fees and $786 of prepaid interest on defeased notes. (b)On March 13, 2015, Griffon amended its Revolving Credit Facility (“Credit Agreement”) to increase the credit facility from$225,000 to $250,000, extend its maturity from March 28, 2019 to March 13, 2020, and modify certain other provisions of the facility. The facility includes a letter sub-facility with a limit of $50,000 (decreased from $60,000), and a multi-currency sub-facility of $50,000. The Credit Agreement provides for same day borrowings of base rate loans in lieu of a swing line sub-facility. Borrowings under the Credit Agreement may be repaid and re-borrowed at any time, subject to final maturity of the facility, or the occurrence or event of default under the Credit Agreement. Interest is payable on borrowings at either a LIBOR or base rate benchmark rate, in each case without a floor, plus an applicable margin, which adjusts based on financial performance. Current margins are 1.00% for base rate loans and 2.00% 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. The Credit Agreement also has a minimum liquidity covenant that requires cash and available borrowings under the Credit Agreement in the aggregate to equal or exceed $100 million during the six month period prior to maturity of the 2017 Notes (which mature on January 15, 2017); such covenant will no longer apply after payment in full of the 2017 Notes. 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 each of 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 ranks pari passu with the lien granted on such assets under the Credit Agreement; see footnote (d) below). At September 30, 2015, outstanding borrowings and standby letters of credit were $35,000 and $16,938, respectively, under the Credit Agreement; $198,062 was available for borrowing at that date | |||
[2] | On December 21, 2009, Griffon issued $100,000 principal of 4% convertible subordinated notes due 2017 (the “2017 Notes”). The current conversion rate of the 2017 Notes is 69.3811 shares of Griffon’s common stock per $1 principal amount of notes, corresponding to a conversion price of $14.41 per share. Prior to July 15, 2016, if for at least 20 trading days out of the last 30 trading days during any fiscal quarter the closing price of Griffon's common stock is 130% or greater than the conversion price on each such trading day, then at any time during the immediately subsequent fiscal quarter any holder has the option to convert such holder's notes (and the Company is required to notify the trustee under the notes, and the holders of the notes, that this condition to conversion has been met). At any time on or after July 15, 2016, any holder has the option to convert such holder's notes into shares of Griffon common stock. Griffon has the intent and ability to settle the principal component of any conversion of notes in cash. When a cash dividend is declared that would result in an adjustment to the conversion ratio of less than 1%, any adjustment to the conversion ratio is deferred until the first to occur of (i) actual conversion; (ii) the 42nd trading day prior to maturity of the notes; and (iii) such time as the cumulative adjustment equals or exceeds 1%. As of September 30, 2015, aggregate dividends since the last conversion price adjustment of $0.08 per share would have resulted in an adjustment to the conversion ratio of approximately 0.48%. At both September 30, 2015 and 2014, the 2017 Notes had a capital in excess of par component, net of tax, of $15,720. The fair value of the 2017 Notes approximated $118,875 on September 30, 2015 based upon quoted market prices (level 1 inputs) | |||
[3] | In September 2015, Griffon entered into a $32,280 mortgage loan secured by four properties occupied by Griffon's subsidiaries, refinancing two existing real estate mortgages and providing new mortgages on two existing real estate properties. The loans mature in September 2025, are collateralized by the specific properties financed and are guaranteed by Griffon. The loans bear interest at a rate of LIBOR plus 1.50%. | |||
[4] | In December 2013, Griffon’s Employee Stock Ownership Plan (“ESOP”) entered into an agreement that refinanced the two existing ESOP loans into one new Term Loan in the amount of $21,098 (the "Agreement"). The Agreement also provided for a Line Note with $10,000 available to purchase shares of Griffon common stock in the open market. In July 2014, Griffon's ESOP entered into an amendment of the existing Agreement which provided an additional $10,000 Line Note available to purchase shares in the open market. During 2014, the Line Notes were combined with the Term Loan to form one new Term Loan. The Term Loan bears interest at LIBOR plus 2.38% or the lender’s prime rate, at Griffon’s option. The Term Loan requires quarterly principal payments of $551, with a balloon payment of approximately $30,137 due at maturity on December 31, 2018. During 2014, 1,591,117 shares of Griffon common stock, for a total of $20,000, or $12.57 per share, were purchased with proceeds from the Line Notes. 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 | |||
[5] | 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 Griff | |||
[6] | In September 2015, Clopay Europe GMBH (“Clopay Europe”) entered into a EUR 5,000 ($5,599 as of September 30, 2015) revolving credit facility and a EUR 15,000 ($16,795 as of September 30, 2015) 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 November 2016, but is renewable upon mutual agreement with the bank. The revolving credit facility accrues interest at EURIBOR plus 1.75% per annum (1.75% at September 30, 2015). 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 15 million and the revolver had no borrowings outstanding at September 30, 2015. 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). Clopay do Brasil maintains lines of credit of approximately R$12,800 ($3,222 as of September 30, 2015). Interest on borrowings accrues at a rate of Brazilian CDI plus 6.0% (20.13% at September 30, 2015). As of September 30, 2015, there was approximately R$7,652 ($1,926 as of September 30, 2015) borrowed under the lines borrowed under the lines. PPC guarantees the loan and lines.In November 2012, Garant G.P. (“Garant”) entered into a CAD 15,000 revolving credit facility. The facility accrues interest at LIBOR (USD) or the Bankers Acceptance Rate (CDN) plus 1.3% per annum (1.63% LIBOR USD and 2.03% Bankers Acceptance Rate CDN as of September 30, 2015). The revolving facility matures in October 2016. Garant is required to maintain a certain minimum equity. As of September 30, 2015, there were CAD 7,481($5,606 as of September 30, 2015) borrowed under the revolving credit facility with CAD 6,307 ($4,726 as of September 30, 2015) available for borrowin | |||
[7] | n December 2013 and May 2014, Northcote Holdings Pty Ltd entered into two unsecured term loans in the outstanding amounts of AUD 12,500 and AUD 20,000. The AUD 12,500 term loan requires quarterly interest payments with principal due upon maturity in December 2016. The AUD 20,000 term loan requires quarterly principal payments of AUD 625, with a balloon payment due upon maturity in May 2017. The loans accrue interest at Bank Bill Swap Bid Rate “BBSY” plus 2.8% per annum (4.98% at September 30, 2015 for each loan). As of September 30, 2015, Griffon had an outstanding combined balance of AUD 31,874 ($22,347 as of September 30, 2015) on the term loans, net of issuance costs.Subsidiaries of Northcote Holdings Pty Ltd also maintain two lines of credit of AUD 3,000 and AUD 5,000 ($2,103 and $3,506, respectively, as of September 30, 2015), which accrue interest at BBSY plus 2.25% per annum (4.43% at September 30, 2015 ) and 2.50% per annum (4.68% at September 30, 2015), respectively. As of September 30, 2015, there was AUD 2,000 ($1,402 as of September 30, 2015) in outstanding borrowings under the lines. Griffon Corporation guarantees the term loans and the AUD 3,000 line of credit; the assets of a subsidiary of Northcote Holdings Pty Ltd secures the AUD 5,000 line of credit.(h) | |||
[8] | t |
EMPLOYEE BENEFIT PLANS (Details
EMPLOYEE BENEFIT PLANS (Details) € in Thousands | Jan. 01, 2015 | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2014EUR (€) | Sep. 30, 2013USD ($) |
EMPLOYEE BENEFIT PLANS (Details) [Line Items] | |||||
Defined contribution plan, employer discretionary contribution amount | $ 7,988,000 | $ 8,207,000 | $ 6,950,000 | ||
Postemployment benefits liability | 2,035,000 | 1,990,000 | |||
Recognition of settlement | $ 0 | 0 | 2,142,000 | ||
Defined benefit plan reduction in pension liability due to buyouts | 3,472,000 | ||||
Defined benefit plan increase in accumulated other comprehensive income loss due to buyouts | 3,649,000 | ||||
Change in discount rate | 10.00% | ||||
Tax benefit for amortization of pension cost | $ 764,000 | 677,000 | 1,086,000 | ||
Defined benefit plan, actuarial gain (loss) | 2,746,000 | ||||
Service cost | $ 20,000 | ||||
Defined benefit plan, target plan asset allocations | 100.00% | ||||
Defined benefit plans, estimated future employer contributions in next fiscal year | $ 0 | ||||
Completion period of service | 1 year | ||||
Maximum compensation of proportion | $ 265,000 | ||||
Employee stock ownership plan (ESOP), compensation expense | 3,400,000 | 2,447,000 | $ 2,015,000 | ||
Employee stock ownership plan (ESOP), deferred shares, fair value | $ 47,907,000 | 37,372,000 | |||
Adjusted Funding Target Attainment Percent [Member] | |||||
EMPLOYEE BENEFIT PLANS (Details) [Line Items] | |||||
Defined benefit plan, target plan asset allocations | 102.30% | 80.00% | |||
Employee Benefit Plans [Member] | |||||
EMPLOYEE BENEFIT PLANS (Details) [Line Items] | |||||
Accumulated other comprehensive income (loss), pension and other postretirement benefit plans, net of tax | $ (97,000) | (38,000) | |||
Pension and other postretirement benefit expense | 58,000 | 59,000 | |||
Supplemental Employee Retirement Plan, Defined Benefit [Member] | |||||
EMPLOYEE BENEFIT PLANS (Details) [Line Items] | |||||
Company contributions | 1,776,000 | € 1,300 | |||
Recognition of settlement | $ 0 | ||||
Defined benefit plan, expected future benefit payments, next twelve months | $ 4,056,000 |
EMPLOYEE BENEFIT PLANS (Detai70
EMPLOYEE BENEFIT PLANS (Details) - Schedule of net periodic costs - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Net periodic (benefits) costs: | |||
Service cost | $ 20 | ||
Recognition of settlement | 0 | $ 0 | $ 2,142 |
Defined Benefits [Member] | |||
Net periodic (benefits) costs: | |||
Service cost | 0 | 22 | 165 |
Interest cost | 7,526 | 8,205 | 7,977 |
Expected return on plan assets | (11,728) | (11,309) | (11,869) |
Recognition of settlement | 0 | 0 | 2,142 |
Amortization of: | |||
Prior service costs | 1 | 1 | 6 |
Actuarial loss | 1,008 | 885 | 1,795 |
Total net periodic (benefits) costs | (3,193) | (2,196) | 216 |
Supplemental Benefits [Member] | |||
Net periodic (benefits) costs: | |||
Service cost | 0 | 0 | 35 |
Interest cost | 1,302 | 1,497 | 1,344 |
Expected return on plan assets | 0 | 0 | 0 |
Recognition of settlement | 0 | 0 | 0 |
Amortization of: | |||
Prior service costs | 16 | 14 | 14 |
Actuarial loss | 1,157 | 1,034 | 1,288 |
Total net periodic (benefits) costs | $ 2,475 | $ 2,545 | $ 2,681 |
EMPLOYEE BENEFIT PLANS (Detai71
EMPLOYEE BENEFIT PLANS (Details) - Weighted-average assumptions used in determining the net periodic benefit costs | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Defined Benefits [Member] | |||
EMPLOYEE BENEFIT PLANS (Details) - Weighted-average assumptions used in determining the net periodic benefit costs [Line Items] | |||
Discount rate | 3.98% | 4.49% | 3.67% |
Average wage increase | 0.00% | 0.15% | 0.11% |
Expected return on assets | 8.00% | 8.00% | 7.80% |
Supplemental Benefits [Member] | |||
EMPLOYEE BENEFIT PLANS (Details) - Weighted-average assumptions used in determining the net periodic benefit costs [Line Items] | |||
Discount rate | 3.50% | 4.09% | 3.40% |
Average wage increase | 0.00% | 0.00% | 4.87% |
Expected return on assets | 0.00% | 0.00% | 0.00% |
EMPLOYEE BENEFIT PLANS (Detai72
EMPLOYEE BENEFIT PLANS (Details) - Plan assets and benefit obligation of the defined benefit plans - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Change in benefit obligation: | |||
Plan participant contributions | $ 0 | ||
Actuarial (gain) loss | (2,746) | ||
Change in plan assets: | |||
Fair value of plan assets at beginning of fiscal year | 154,966 | ||
Plan participant contributions | 0 | ||
Fair value of plan assets at end of fiscal year | 144,625 | $ 154,966 | |
Defined Benefits [Member] | |||
Change in benefit obligation: | |||
Benefit obligation at beginning of fiscal year | 194,327 | 195,961 | |
Benefits earned during the year | 0 | 22 | |
Interest cost | 7,526 | 8,205 | $ 7,977 |
Plan participant contributions | 0 | 3 | |
Benefits paid | (10,300) | (10,359) | |
Benefits paid - settlement | 0 | 0 | |
Plan settlement | 0 | (9,780) | |
Effect of foreign currency | 0 | 37 | |
Actuarial (gain) loss | (6,707) | 10,238 | |
Actuarial gain - settlement | 0 | 0 | |
Benefit obligation at end of fiscal year | 184,846 | 194,327 | 195,961 |
Change in plan assets: | |||
Fair value of plan assets at beginning of fiscal year | 154,966 | 153,731 | |
Actual return on plan assets | (1,711) | 12,830 | |
Plan participant contributions | 0 | 3 | |
Company contributions | 1,670 | 7,433 | |
Effect of foreign currency | 0 | 26 | |
Benefits paid | (10,300) | (10,359) | |
Benefits paid - settlement | 0 | 0 | |
Plan settlement | 0 | (8,698) | |
Fair value of plan assets at end of fiscal year | 144,625 | 154,966 | 153,731 |
Projected benefit obligation in excess of plan assets | (40,221) | (39,361) | |
Amounts recognized in the statement of financial position consist of: | |||
Accrued liabilities | 0 | 0 | |
Other liabilities (long-term) | (40,221) | (39,361) | |
Total Liabilities | (40,221) | (39,361) | |
Net actuarial losses | 29,158 | 23,433 | |
Prior service cost | 2 | 2 | |
Deferred taxes | (10,206) | (8,202) | |
Total Accumulated other comprehensive loss, net of tax | 18,954 | 15,233 | |
Net amount recognized at September 30, | (21,267) | (24,128) | |
Accumulated benefit obligations | 184,846 | 194,327 | |
Information for plans with accumulated benefit obligations in excess of plan assets: | |||
ABO | 184,846 | 194,327 | |
PBO | 184,846 | 194,327 | |
Fair value of plan assets | 144,625 | 154,966 | |
Supplemental Benefits [Member] | |||
Change in benefit obligation: | |||
Benefit obligation at beginning of fiscal year | 38,207 | 38,674 | |
Benefits earned during the year | 0 | 0 | |
Interest cost | 1,302 | 1,497 | 1,344 |
Plan participant contributions | 0 | 0 | |
Benefits paid | (4,082) | (4,083) | |
Benefits paid - settlement | 0 | 0 | |
Plan settlement | 0 | 0 | |
Effect of foreign currency | 0 | 0 | |
Actuarial (gain) loss | 1,878 | 2,119 | |
Actuarial gain - settlement | 0 | 0 | |
Benefit obligation at end of fiscal year | 37,305 | 38,207 | 38,674 |
Change in plan assets: | |||
Fair value of plan assets at beginning of fiscal year | 0 | 0 | |
Actual return on plan assets | 0 | 0 | |
Plan participant contributions | 0 | 0 | |
Company contributions | 4,082 | 4,083 | |
Effect of foreign currency | 0 | 0 | |
Benefits paid | (4,082) | (4,083) | |
Benefits paid - settlement | 0 | 0 | |
Fair value of plan assets at end of fiscal year | 0 | 0 | $ 0 |
Projected benefit obligation in excess of plan assets | (37,305) | (38,207) | |
Amounts recognized in the statement of financial position consist of: | |||
Accrued liabilities | (4,056) | (4,058) | |
Other liabilities (long-term) | (33,249) | (34,149) | |
Total Liabilities | (37,305) | (38,207) | |
Net actuarial losses | 21,139 | 20,420 | |
Prior service cost | 71 | 85 | |
Deferred taxes | (7,423) | (7,177) | |
Total Accumulated other comprehensive loss, net of tax | 13,787 | 13,328 | |
Net amount recognized at September 30, | (23,518) | (24,879) | |
Accumulated benefit obligations | 37,305 | 38,207 | |
Information for plans with accumulated benefit obligations in excess of plan assets: | |||
ABO | 37,305 | 38,207 | |
PBO | 37,305 | 38,207 | |
Fair value of plan assets | $ 0 | $ 0 |
EMPLOYEE BENEFIT PLANS (Detai73
EMPLOYEE BENEFIT PLANS (Details) - Schedule of weighted average assumptions used in determining benefit obligations | Sep. 30, 2015 | Sep. 30, 2014 |
Defined Benefits [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Schedule of weighted average assumptions used in determining benefit obligations [Line Items] | ||
Weighted average discount rate | 3.94% | 3.98% |
Weighted average wage increase | 0.00% | 0.00% |
Supplemental Benefits [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Schedule of weighted average assumptions used in determining benefit obligations [Line Items] | ||
Weighted average discount rate | 3.52% | 3.60% |
Weighted average wage increase | 0.00% | 0.00% |
EMPLOYEE BENEFIT PLANS (Detai74
EMPLOYEE BENEFIT PLANS (Details) - Actual and weighted-average assets allocation for qualified benefit plans | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
EMPLOYEE BENEFIT PLANS (Details) - Actual and weighted-average assets allocation for qualified benefit plans [Line Items] | ||
Defined benefit plan, total actual weighted average plan asset allocations | 100.00% | 100.00% |
Target Plan Asset Allocations | 100.00% | |
Equity securities [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Actual and weighted-average assets allocation for qualified benefit plans [Line Items] | ||
Defined benefit plan, total actual weighted average plan asset allocations | 52.70% | 56.40% |
Target Plan Asset Allocations | 63.00% | |
Fixed income [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Actual and weighted-average assets allocation for qualified benefit plans [Line Items] | ||
Defined benefit plan, total actual weighted average plan asset allocations | 41.00% | 38.10% |
Target Plan Asset Allocations | 37.00% | |
Other [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Actual and weighted-average assets allocation for qualified benefit plans [Line Items] | ||
Defined benefit plan, total actual weighted average plan asset allocations | 6.30% | 5.50% |
Target Plan Asset Allocations | 0.00% |
EMPLOYEE BENEFIT PLANS (Detai75
EMPLOYEE BENEFIT PLANS (Details) - Estimated future benefit payments to retirees $ in Thousands | Sep. 30, 2015USD ($) |
Defined Benefits [Member] | |
EMPLOYEE BENEFIT PLANS (Details) - Estimated future benefit payments to retirees [Line Items] | |
2,015 | $ 10,618 |
2,016 | 10,665 |
2,017 | 10,717 |
2,018 | 10,804 |
2,019 | 10,948 |
2021 through 2025 | 55,693 |
Supplemental Benefits [Member] | |
EMPLOYEE BENEFIT PLANS (Details) - Estimated future benefit payments to retirees [Line Items] | |
2,015 | 4,056 |
2,016 | 3,997 |
2,017 | 3,717 |
2,018 | 3,550 |
2,019 | 3,376 |
2021 through 2025 | $ 13,992 |
EMPLOYEE BENEFIT PLANS (Detai76
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category - USD ($) $ in Thousands | Sep. 30, 2015 | Sep. 30, 2014 |
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | $ 144,625 | $ 154,966 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 60,403 | 78,229 |
Significant Other Observable Inputs (Level 2) [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 84,222 | 76,737 |
Significant Unobservable Inputs (Level 3) [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | 0 |
Cash and equivalents [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 1,370 | 2,912 |
Cash and equivalents [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 1,370 | 2,912 |
Cash and equivalents [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | 0 |
Cash and equivalents [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | 0 |
Short-term investment funds [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | 0 |
Short-term investment funds [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | 0 |
Short-term investment funds [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | 0 |
Short-term investment funds [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | 0 |
Government agency securities [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | 0 |
Government agency securities [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | 0 |
Government agency securities [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | 0 |
Government agency securities [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | 0 |
Debt instruments [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 14,291 | 29,447 |
Debt instruments [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 14,291 | 29,447 |
Debt instruments [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | 0 |
Debt instruments [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | 0 |
Equity securities [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 44,742 | 45,870 |
Equity securities [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 44,742 | 45,870 |
Equity securities [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | 0 |
Equity securities [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | 0 |
Commingled funds [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 78,490 | 72,722 |
Commingled funds [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | 0 |
Commingled funds [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 78,490 | 72,722 |
Commingled funds [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | $ 0 |
Insurance contracts [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | ||
Insurance contracts [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | ||
Insurance contracts [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | ||
Insurance contracts [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | ||
Limited partnerships and hedge fund investments [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 5,732 | $ 4,015 |
Limited partnerships and hedge fund investments [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | 0 |
Limited partnerships and hedge fund investments [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | 5,732 | 4,015 |
Limited partnerships and hedge fund investments [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
EMPLOYEE BENEFIT PLANS (Details) - Pension and post-retirement plan assets by asset category [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | $ 0 | $ 0 |
EMPLOYEE BENEFIT PLANS (Detai77
EMPLOYEE BENEFIT PLANS (Details) - ESOP Shares - shares | Sep. 30, 2015 | Sep. 30, 2014 |
Compensation and Retirement Disclosure [Abstract] | ||
Allocated shares | 2,479,776 | 2,406,941 |
Unallocated shares | 3,037,831 | 3,281,095 |
Employee Stock Ownership Plan (ESOP), Shares in ESOP | 5,517,607 | 5,688,036 |
INCOME TAXES (Details) - Compon
INCOME TAXES (Details) - Components of Income before taxes and discontinued operations - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 54,515 | $ (14,682) | $ 16,083 |
Non-U.S. | (879) | 8,966 | (1,750) |
Income (loss) before taxes from continuing operations | $ 53,636 | $ (5,716) | $ 14,333 |
INCOME TAXES (Details) - Provis
INCOME TAXES (Details) - Provision (benefit) for income taxes on income from continuing operations - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | |||
Current | $ 17,215 | $ (408) | $ 2,468 |
Deferred | 2,132 | (5,131) | 5,075 |
Settlements | 240 | ||
Total provision | 19,347 | (5,539) | 7,543 |
U.S. Federal | 16,937 | (6,486) | 5,807 |
State and local | 3,215 | (291) | 2,915 |
Non-U.S. | $ (805) | $ 1,238 | $ (1,179) |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
INCOME TAXES (Details) [Line Items] | |||
Income Tax Benefits Reflected Reversal Of Previously Recorded Tax Liabilities | $ (517,000) | $ (4,429,000) | $ (3,209,000) |
Valuation allowance decrease | 5,187,000 | ||
Undistributed Earnings of Foreign Subsidiaries | $ 64,534,000 | ||
Operating Loss Carryforwards Expiration Year | 2,035 | ||
Tax Credit Carryforward Expiration Year | 2,017 | ||
Potential Tax Benefits Impact On Effective Tax Rate | $ 4,579,000 | ||
Liability for Uncertain Tax Positions, Current | 655,000 | 754,000 | |
Non U S Tax Purposes [Member] | |||
INCOME TAXES (Details) [Line Items] | |||
Operating Loss Carryforwards | 68,591,000 | 78,692,000 | |
State and Local Jurisdiction [Member] | |||
INCOME TAXES (Details) [Line Items] | |||
Operating Loss Carryforwards | 7,882,000 | 7,905,000 | |
Federal [Member] | |||
INCOME TAXES (Details) [Line Items] | |||
Operating Loss Carryforwards | 0 | 11,036,000 | |
Foreign Tax Authority [Member] | |||
INCOME TAXES (Details) [Line Items] | |||
Operating Loss Carryforwards | $ 6,223,000 | $ 6,087,000 |
INCOME TAXES (Details) - Schedu
INCOME TAXES (Details) - Schedule of effective income tax rate reconciliation | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | |||
U.S. Federal income tax provision (benefit) rate | 35.00% | (35.00%) | 35.00% |
State and local taxes, net of Federal benefit | 4.90% | 17.50% | 2.80% |
Non-U.S. taxes | (4.00%) | (35.80%) | 5.30% |
Change in tax contingency reserves | 0.30% | (36.00%) | (10.90%) |
Repatriation of foreign earnings | 0.90% | 4.70% | (8.30%) |
U.S. Valuation allowance | (1.10%) | 4.50% | 10.10% |
Non-deductible/non-taxable items, net | (0.70%) | (3.40%) | 11.60% |
Research credits | (0.50%) | (3.90%) | (7.40%) |
Deferred tax impact of state rate change | 0.00% | (4.50%) | 15.00% |
Other | 1.30% | (5.00%) | (0.60%) |
Effective tax provision (benefit) rate | 36.10% | (96.90%) | 52.60% |
INCOME TAXES (Details) - Sche82
INCOME TAXES (Details) - Schedule of deferred tax assets and liabilities - USD ($) $ in Thousands | Sep. 30, 2015 | Sep. 30, 2014 |
Deferred tax assets: | ||
Bad debt reserves | $ 2,083 | $ 2,639 |
Inventory reserves | 7,482 | 7,578 |
Deferred compensation (equity compensation and defined benefit plans) | 38,169 | 35,683 |
Compensation benefits | 6,186 | 4,662 |
Insurance reserve | 3,079 | 3,336 |
Restructuring reserve | 122 | 911 |
Warranty reserve | 2,288 | 2,286 |
Net operating loss | 24,089 | 32,512 |
Tax credits | 6,704 | 6,378 |
Other reserves and accruals | 5,206 | 4,164 |
Deferred Tax Assets, Gross | 95,408 | 100,149 |
Valuation allowance | (10,462) | (15,649) |
Total deferred tax assets | 84,946 | 84,500 |
Deferred tax liabilities: | ||
Deferred income | (7,432) | (11,091) |
Goodwill and intangibles | (72,645) | (72,086) |
Property, plant and equipment | (35,382) | (34,302) |
Interest | (2,053) | (3,582) |
Other | (102) | (927) |
Total deferred tax liabilities | (117,614) | (121,988) |
Net deferred tax liabilities | $ (32,668) | $ (37,488) |
INCOME TAXES (Details) - Comp83
INCOME TAXES (Details) - Components of net deferred tax asset (liability), by balance sheet account - USD ($) $ in Thousands | Sep. 30, 2015 | Sep. 30, 2014 |
Income Tax Disclosure [Abstract] | ||
Prepaid and other current assets | $ 14,827 | $ 13,982 |
Other assets | 9,571 | 872 |
Current liabilities | (3,793) | (2) |
Other liabilities | (54,409) | (53,798) |
Assets of discontinued operations | 1,136 | 1,458 |
Net deferred liability | $ (32,668) | $ (37,488) |
INCOME TAXES (Details) - Sche84
INCOME TAXES (Details) - Schedule of unrecognized tax benefits - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance | $ 7,906 | $ 10,520 |
Additions based on tax positions related to the current year | 645 | 848 |
Additions based on tax positions related to prior years | 531 | |
Reductions based on tax positions related to prior years | (252) | 2,549 |
Lapse of Statutes | (448) | (1,204) |
Settlements | (240) | |
Balance | $ 7,851 | $ 7,906 |
STOCKHOLDERS' EQUITY AND EQUI85
STOCKHOLDERS' EQUITY AND EQUITY COMPENSATION (Details) | Jan. 30, 2014shares | Jan. 10, 2014USD ($)installment$ / sharesshares | Dec. 10, 2013USD ($)$ / sharesshares | Nov. 12, 2013 | Sep. 30, 2015USD ($)$ / sharesshares | Sep. 30, 2014USD ($)$ / sharesshares | Sep. 30, 2013USD ($)$ / sharesshares | Sep. 30, 2015USD ($)$ / sharesshares | Jul. 31, 2015USD ($) | Mar. 31, 2015USD ($) | May. 31, 2014USD ($) | Aug. 31, 2011USD ($) |
STOCKHOLDERS' EQUITY AND EQUITY COMPENSATION (Details) [Line Items] | ||||||||||||
Common stock, dividends, per share, cash paid (in Dollars per share) | $ / shares | $ 0.16 | $ 0.12 | $ 0.10 | |||||||||
Share-based payment award, description | Options granted under the Incentive Plan may be either “incentive stock options” or nonqualified stock options, generally expire ten years after the date of grant and are granted at an exercise price of not less than 100% of the fair market value at the date of grant. | |||||||||||
Share-based payment award, expiration period | 10 years | |||||||||||
Maximum percentage of exercise price at grant date fair value | 100.00% | |||||||||||
Share-based payment award, number of shares authorized (in Shares) | 4,245,700 | 4,245,700 | ||||||||||
Share-based payment award, options, vested in period, fair value | $ | $ 5,068,000 | $ 14,058,000 | $ 13,270,000 | |||||||||
Employee service share-based compensation, nonvested awards, compensation not yet recognized, share-based awards other than options | $ | $ 13,054,000 | $ 13,054,000 | ||||||||||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition | 1 year 7 months | |||||||||||
Stock repurchased during period, shares (in Shares) | 4,444,444 | 5,311,915 | 1,906,631 | 2,369,786 | 16,751,221 | |||||||
Stock repurchased during period, value | $ | $ 50,000,000 | $ 80,934,000 | $ 23,167,000 | $ 26,285,000 | $ 203,132,000 | |||||||
Stock repurchased during period per share (in Dollars per share) | $ / shares | $ 11.25 | $ 15.24 | $ 12.15 | $ 11.09 | $ 12.13 | |||||||
Repurchased on the open market, shares | 12,306,777 | |||||||||||
Stock repurchased during period, share price discount rate | 9.20% | |||||||||||
Stock repurchase program, authorized amount | $ | $ 50,000,000 | $ 20,000,000 | $ 50,000,000 | $ 50,000,000 | $ 50,000,000 | $ 50,000,000 | ||||||
Stock issued during period, value, ESOP | $ | $ 20,000,000 | |||||||||||
Stock issued during period, shares, ESOP | 1,591,117 | |||||||||||
ESOP, weighted average purchase price of shares purchased (in Dollars per share) | $ / shares | $ 12.57 | |||||||||||
Stock repurchase program, remaining authorized repurchase amount | $ | $ 57,926,000 | $ 57,926,000 | ||||||||||
Shares paid for tax withholding for share based compensation (in Shares) | 89,488 | |||||||||||
Shares paid for tax withholding for share based compensation, value | $ | $ 1,409,000 | |||||||||||
Shares paid for tax withholding for share based compensation, value per share (in Dollars per share) | $ / shares | $ 15.74 | |||||||||||
Northcote Holdings Pty. Ltd [Member] | ||||||||||||
STOCKHOLDERS' EQUITY AND EQUITY COMPENSATION (Details) [Line Items] | ||||||||||||
Stock issued during period, shares, acquisitions | 44,476 | |||||||||||
Stock issued during period, value, acquisitions | $ | $ 584,000 | |||||||||||
Business acquisition, share price (in Dollars per share) | $ / shares | $ 13.13 | |||||||||||
GS Direct [Member] | ||||||||||||
STOCKHOLDERS' EQUITY AND EQUITY COMPENSATION (Details) [Line Items] | ||||||||||||
Shares, outstanding | 5,560,000 | |||||||||||
Percentage held common stock outstanding | 10.00% | |||||||||||
Incentive Plan [Member] | ||||||||||||
STOCKHOLDERS' EQUITY AND EQUITY COMPENSATION (Details) [Line Items] | ||||||||||||
Share-based payment award, number of additional shares authorized | 1,200,000 | |||||||||||
Share-based payment award, number of shares authorized (in Shares) | 4,200,000 | |||||||||||
Incentive Stock Options [Member] | ||||||||||||
STOCKHOLDERS' EQUITY AND EQUITY COMPENSATION (Details) [Line Items] | ||||||||||||
Stock issued during period, shares, new issues (in Shares) | 600,000 | |||||||||||
Share-based payment award, number of shares available for grant (in Shares) | 420,206 | 420,206 | ||||||||||
2006 Equity Incentive Plan [Member] | ||||||||||||
STOCKHOLDERS' EQUITY AND EQUITY COMPENSATION (Details) [Line Items] | ||||||||||||
Share based payment award equity instruments other than options additional grants in future (in Shares) | 0 | 0 | ||||||||||
Restricted Stock [Member] | ||||||||||||
STOCKHOLDERS' EQUITY AND EQUITY COMPENSATION (Details) [Line Items] | ||||||||||||
Share-based payment award, award vesting period | 3 years | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 687,506 | |||||||||||
Weighted average grant date fair value (in Dollars per share) | $ / shares | $ 13.05 | |||||||||||
Restricted Stock [Member] | Northcote Holdings Pty. Ltd [Member] | ||||||||||||
STOCKHOLDERS' EQUITY AND EQUITY COMPENSATION (Details) [Line Items] | ||||||||||||
Share-based payment award, award vesting period | 3 years | |||||||||||
Share-based payment award, non-option equity instruments, granted (in Shares) | 1 | |||||||||||
Number of installments for vesting of stock awards | installment | 3 | |||||||||||
Restricted Stock [Member] | Minimum [Member] | ||||||||||||
STOCKHOLDERS' EQUITY AND EQUITY COMPENSATION (Details) [Line Items] | ||||||||||||
Share-based payment award, award vesting period | 3 years | |||||||||||
Restricted Stock [Member] | Maximum [Member] | ||||||||||||
STOCKHOLDERS' EQUITY AND EQUITY COMPENSATION (Details) [Line Items] | ||||||||||||
Share-based payment award, award vesting period | 4 years | |||||||||||
Performance Shares [Member] | ||||||||||||
STOCKHOLDERS' EQUITY AND EQUITY COMPENSATION (Details) [Line Items] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Grant Date Fair Value | $ | $ 7,706,000 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 604,715 | |||||||||||
Weighted average grant date fair value (in Dollars per share) | $ / shares | $ 12.74 |
STOCKHOLDERS' EQUITY AND EQUI86
STOCKHOLDERS' EQUITY AND EQUITY COMPENSATION (Details) - Summary of stock-based compensation expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Stockholders' Equity Note [Abstract] | |||
Pre-tax compensation expense | $ 11,110 | $ 11,473 | $ 12,495 |
Tax benefit | (4,000) | (3,224) | (3,068) |
Total stock-based compensation expense, net of tax | $ 7,110 | $ 8,249 | $ 9,427 |
STOCKHOLDERS' EQUITY AND EQUI87
STOCKHOLDERS' EQUITY AND EQUITY COMPENSATION (Details) - Summary of stock option activity $ / shares in Units, $ in Thousands | 12 Months Ended |
Sep. 30, 2015USD ($)$ / sharesshares | |
Shares | |
Outstanding (in Shares) | 582,485 |
Exercised (in Shares) | (5,000) |
Forfeited/expired (in Shares) | (152,035) |
Outstanding (in Shares) | 425,450 |
Weighted Average Exercise Price | |
Outstanding (in Dollars per share) | $ / shares | $ 20.23 |
Exercised (in Dollars per share) | $ / shares | 17.23 |
Forfeited/expired (in Dollars per share) | $ / shares | 18.56 |
Outstanding (in Dollars per share) | $ / shares | $ 20.86 |
Weighted Average Contractual Term (Years) | 2 years 7 months 18 days |
Aggregated Intrinsic Value | $ | $ 6 |
STOCKHOLDERS' EQUITY AND EQUI88
STOCKHOLDERS' EQUITY AND EQUITY COMPENSATION (Details) - Stock options activity range of exercise prices - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
STOCKHOLDERS' EQUITY AND EQUITY COMPENSATION (Details) - Stock options activity range of exercise prices [Line Items] | ||
Options Outstanding & Exercisable Shares (in Shares) | 425,450 | 582,485 |
Options Outstanding & Exercisable Weighted Average Exercise Price (in Dollars per Share) | $ 20.86 | $ 20.23 |
Options Outstanding & Exercisable Weighted Average Contractual Term (Years) | 2 years 7 months 18 days | |
Options Outstanding & Exercisable Aggregated Intrinsic Value (in Dollars) | $ 6 | |
14.78 [Member] | ||
STOCKHOLDERS' EQUITY AND EQUITY COMPENSATION (Details) - Stock options activity range of exercise prices [Line Items] | ||
Range of Exercises Prices (in Dollars per Share) | $ 14.78 | |
Options Outstanding & Exercisable Shares (in Shares) | 6,000 | |
Options Outstanding & Exercisable Weighted Average Exercise Price (in Dollars per Share) | $ 14.78 | |
Options Outstanding & Exercisable Weighted Average Contractual Term (Years) | 1 year 9 months | |
17.23 [Member] | ||
STOCKHOLDERS' EQUITY AND EQUITY COMPENSATION (Details) - Stock options activity range of exercise prices [Line Items] | ||
Range of Exercises Prices (in Dollars per Share) | $ 20 | |
Options Outstanding & Exercisable Shares (in Shares) | 350,000 | |
Options Outstanding & Exercisable Weighted Average Exercise Price (in Dollars per Share) | $ 20 | |
Options Outstanding & Exercisable Weighted Average Contractual Term (Years) | 3 years | |
19.49 to 22.41 [Member] | ||
STOCKHOLDERS' EQUITY AND EQUITY COMPENSATION (Details) - Stock options activity range of exercise prices [Line Items] | ||
Range of Exercises Prices (in Dollars per Share) | $ 21.88 | |
Options Outstanding & Exercisable Shares (in Shares) | 6,000 | |
Options Outstanding & Exercisable Weighted Average Exercise Price (in Dollars per Share) | $ 21.88 | |
Options Outstanding & Exercisable Weighted Average Contractual Term (Years) | 11 months | |
26.06 [Member] | ||
STOCKHOLDERS' EQUITY AND EQUITY COMPENSATION (Details) - Stock options activity range of exercise prices [Line Items] | ||
Range of Exercises Prices (in Dollars per Share) | $ 26.06 | |
Options Outstanding & Exercisable Shares (in Shares) | 63,450 | |
Options Outstanding & Exercisable Weighted Average Exercise Price (in Dollars per Share) | $ 26.06 | |
Options Outstanding & Exercisable Weighted Average Contractual Term (Years) | 7 months |
STOCKHOLDERS' EQUITY AND EQUI89
STOCKHOLDERS' EQUITY AND EQUITY COMPENSATION (Details) - Summary of restricted stock activity - Restricted Stock [Member] | 12 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Shares | |
Unvested (in Shares) | 3,207,318 |
Granted (in Shares) | 687,506 |
Vested (in Shares) | (372,374) |
Forfeited (in Shares) | (122,415) |
Unvested (in Shares) | 3,400,035 |
Weighted Average Grant- Date Fair Value | |
Unvested (in Dollars per share) | $ / shares | $ 11.63 |
Granted (in Dollars per share) | $ / shares | 13.05 |
Vested (in Dollars per share) | $ / shares | 9.58 |
Forfeited (in Dollars per share) | $ / shares | 12.27 |
Unvested (in Dollars per share) | $ / shares | $ 12.01 |
COMMITMENTS AND CONTINGENT LI90
COMMITMENTS AND CONTINGENT LIABILITIES (Details) - USD ($) | 12 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | Aug. 31, 2009 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Operating leases, rent expense, net | $ 29,556,000 | $ 27,784,000 | $ 22,265,000 | |
Aggregate future minimum lease payments for operating leases in 2015 | 186,213,000 | |||
Aggregate future minimum lease payments for operating leases in 2016 | 69,419,000 | |||
Aggregate future minimum lease payments for operating leases in 2017 | 17,666,000 | |||
Aggregate future minimum lease payments for operating leases in 2018 | 14,609,000 | |||
Aggregate future minimum lease payments for operating leases in 2019 | 10,005,000 | |||
Aggregate future minimum lease payments for operating leases thereafter | 9,294,000 | |||
Net capital cost value | $ 5,000,000 | |||
Obligation under consent order | 0 | |||
Net capital cost value in proposed remedial action plan | $ 10,000,000 | |||
Loss contingency claim asserted | $ 0 |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details) - Basic and diluted EPS from continuing operations - shares shares in Thousands | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
EARNINGS (LOSS) PER SHARE (Details) - Basic and diluted EPS from continuing operations [Line Items] | |||
Weighted average shares outstanding - basic | 44,608 | 49,367 | 54,428 |
Incremental shares from stock based compensation | 2,011 | 0 | 2,135 |
Convertible debt due 2017 | 320 | 0 | 0 |
Weighted average shares outstanding - diluted | 46,939 | 49,367 | 56,563 |
Employee Stock Option [Member] | |||
EARNINGS (LOSS) PER SHARE (Details) - Basic and diluted EPS from continuing operations [Line Items] | |||
Anti-dilutive awards excluded from diluted EPS computation | 493 | 582 | 714 |
Restricted Stock [Member] | |||
EARNINGS (LOSS) PER SHARE (Details) - Basic and diluted EPS from continuing operations [Line Items] | |||
Anti-dilutive awards excluded from diluted EPS computation | 0 | 1,642 | 0 |
RELATED PARTIES (Details)
RELATED PARTIES (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 10, 2013 | Nov. 12, 2013 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2015 |
RELATED PARTIES (Details) [Line Items] | ||||||
Co-manager fees | $ 825 | |||||
Stock repurchased during period, shares (in Shares) | 4,444,444 | 5,311,915 | 1,906,631 | 2,369,786 | 16,751,221 | |
Stock repurchased during period, value | $ 50,000 | $ 80,934 | $ 23,167 | $ 26,285 | $ 203,132 | |
Stock repurchased during period per share (in Dollars per share) | $ 11.25 | $ 15.24 | $ 12.15 | $ 11.09 | $ 12.13 | |
Stock repurchased during period, share price discount rate | 9.20% | |||||
GS Direct [Member] | ||||||
RELATED PARTIES (Details) [Line Items] | ||||||
Shares, outstanding | 5,560,000 | |||||
Percentage held common stock outstanding | 10.00% |
QUARTERLY FINANCIAL INFORMATI93
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Restructuring and other related charges | $ 2,631 | $ 222 | $ 429 | $ 522 | $ 763 | $ 994 | $ 5,788 | $ 721 | $ 3,804 | $ 8,266 | |
Acquisition related costs | $ 473 | $ 992 | $ 495 | 1,960 | |||||||
Loss from debt extinguishment | $ (24,964) | $ 0 | $ 38,890 | 0 | |||||||
Loss on pension settlement | $ 1,392 | $ 1,392 |
QUARTERLY FINANCIAL INFORMATI94
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Details) - Schedule of quarterly financial information - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $ 502,158 | $ 511,694 | $ 500,020 | $ 502,160 | $ 525,627 | $ 505,039 | $ 507,687 | $ 453,458 | $ 2,016,032 | $ 1,991,811 | $ 1,871,327 |
Gross Profit | 119,925 | 123,489 | 114,375 | 117,989 | 125,602 | 118,307 | 109,987 | 105,503 | 475,778 | 459,399 | 417,585 |
Net Income (loss) | $ 10,803 | $ 10,893 | $ 5,122 | $ 7,471 | $ 7,948 | $ 14,464 | $ (25,825) | $ 3,236 | $ 34,289 | $ (177) | $ 3,767 |
Per Share - Basic (in Dollars per share) | $ 0.25 | $ 0.25 | $ 0.11 | $ 0.16 | $ 0.16 | $ 0.30 | $ (0.53) | $ 0.06 | $ 0.77 | $ 0 | $ 0.07 |
Per Share - Diluted (in Dollars per share) | $ 0.24 | $ 0.23 | $ 0.11 | $ 0.04 | $ 0.16 | $ 0.29 | $ (0.53) | $ 0.06 | $ 0.73 | $ 0 | $ 0.07 |
REPORTABLE SEGMENTS (Details) -
REPORTABLE SEGMENTS (Details) - Schedule of Summary of Reconciliation of Segment Profit Before Taxes and Operations - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Segment Reporting Information [Line Items] | |||||||||||
Consolidated net sales | $ 502,158 | $ 511,694 | $ 500,020 | $ 502,160 | $ 525,627 | $ 505,039 | $ 507,687 | $ 453,458 | $ 2,016,032 | $ 1,991,811 | $ 1,871,327 |
Segment operating profit | 101,017 | 78,164 | 63,854 | ||||||||
Net interest expense | (47,872) | (48,144) | (52,167) | ||||||||
Unallocated amounts | (33,518) | (33,394) | (29,153) | ||||||||
Loss from debt extinguishment | $ 24,964 | 0 | (38,890) | 0 | |||||||
Loss on pension settlement | 0 | 0 | (2,142) | ||||||||
Income (loss) before taxes from continuing operations | 53,636 | (5,716) | 14,333 | ||||||||
Segment adjusted EBITDA | 204,357 | 190,987 | 181,363 | ||||||||
Segment depreciation and amortization | (69,331) | (66,978) | (70,306) | ||||||||
Restructuring charges | 0 | (6,136) | (13,262) | ||||||||
Acquisition costs | 0 | (3,161) | 0 | ||||||||
Income (loss) before taxes from continuing operations | 53,636 | (5,716) | 14,333 | ||||||||
Consolidated depreciation and amortization | 69,800 | 67,396 | 70,748 | ||||||||
Capital expenditures | 73,620 | 77,094 | 64,441 | ||||||||
AMES [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Home & Building Products | 535,881 | 503,687 | 419,549 | ||||||||
Restructuring charges | (7,941) | ||||||||||
CBP [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Home & Building Products | 516,320 | 475,756 | 435,416 | ||||||||
Home & Building Products [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Home & Building Products | 1,052,201 | 979,443 | 854,965 | ||||||||
Segment operating profit | 58,883 | 40,538 | 26,130 | ||||||||
Segment adjusted EBITDA | 94,226 | 77,171 | 70,064 | ||||||||
Segment depreciation and amortization | (35,343) | (31,580) | (36,195) | ||||||||
Restructuring charges | (1,892) | (7,739) | |||||||||
Capital expenditures | 38,896 | 33,779 | 30,695 | ||||||||
Telephonics [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Consolidated net sales | 431,090 | 419,005 | 453,351 | ||||||||
Segment operating profit | 43,006 | 45,293 | 55,076 | ||||||||
Segment adjusted EBITDA | 53,028 | 57,525 | 63,199 | ||||||||
Segment depreciation and amortization | (10,022) | (7,988) | (7,373) | ||||||||
Restructuring charges | (4,244) | (750) | |||||||||
Capital expenditures | 6,347 | 20,963 | 11,112 | ||||||||
Plastics [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Consolidated net sales | 532,741 | 593,363 | 563,011 | ||||||||
Segment operating profit | 33,137 | 28,881 | 16,589 | ||||||||
Segment adjusted EBITDA | 57,103 | 56,291 | 48,100 | ||||||||
Segment depreciation and amortization | (23,966) | (27,410) | (26,738) | ||||||||
Capital expenditures | 28,103 | 21,032 | 22,509 | ||||||||
Operating [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Segment operating profit | 135,026 | 114,712 | 97,795 | ||||||||
Capital expenditures | 73,346 | 75,774 | 64,316 | ||||||||
Corporate [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Consolidated depreciation and amortization | 469 | 418 | 442 | ||||||||
Capital expenditures | $ 274 | $ 1,320 | $ 125 |
REPORTABLE SEGMENTS (Details)96
REPORTABLE SEGMENTS (Details) - Schedule of summary of segment assets - USD ($) $ in Thousands | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 |
REPORTABLE SEGMENTS (Details) - Schedule of summary of segment assets [Line Items] | |||
Continuing assets | $ 1,727,942 | $ 1,805,076 | $ 1,773,319 |
Assets of discontinued operations | 3,491 | 3,750 | 4,289 |
Total Assets | 1,731,433 | 1,808,826 | 1,777,608 |
Home & Building Products [Member] | |||
REPORTABLE SEGMENTS (Details) - Schedule of summary of segment assets [Line Items] | |||
Continuing assets | 1,034,032 | 1,031,904 | 897,215 |
Telephonics [Member] | |||
REPORTABLE SEGMENTS (Details) - Schedule of summary of segment assets [Line Items] | |||
Continuing assets | 302,560 | 319,327 | 296,919 |
Plastics [Member] | |||
REPORTABLE SEGMENTS (Details) - Schedule of summary of segment assets [Line Items] | |||
Continuing assets | 343,519 | 389,464 | 422,730 |
Operating [Member] | |||
REPORTABLE SEGMENTS (Details) - Schedule of summary of segment assets [Line Items] | |||
Continuing assets | 1,680,111 | 1,740,695 | 1,616,864 |
Corporate [Member] | |||
REPORTABLE SEGMENTS (Details) - Schedule of summary of segment assets [Line Items] | |||
Continuing assets | $ 47,831 | $ 64,381 | $ 156,455 |
REPORTABLE SEGMENTS (Details)97
REPORTABLE SEGMENTS (Details) - Schedule of Segment Information by Geographic Region - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
REPORTABLE SEGMENTS (Details) - Schedule of Segment Information by Geographic Region [Line Items] | |||||||||||
Consolidated revenue | $ 502,158 | $ 511,694 | $ 500,020 | $ 502,160 | $ 525,627 | $ 505,039 | $ 507,687 | $ 453,458 | $ 2,016,032 | $ 1,991,811 | $ 1,871,327 |
Consolidated property, plant and equipment, net | 593,809 | 604,188 | 593,809 | 604,188 | 574,984 | ||||||
United States [Member] | |||||||||||
REPORTABLE SEGMENTS (Details) - Schedule of Segment Information by Geographic Region [Line Items] | |||||||||||
Consolidated revenue | 1,383,775 | 1,386,575 | 1,319,740 | ||||||||
Consolidated property, plant and equipment, net | 454,255 | 439,737 | 454,255 | 439,737 | 421,604 | ||||||
Europe [Member] | |||||||||||
REPORTABLE SEGMENTS (Details) - Schedule of Segment Information by Geographic Region [Line Items] | |||||||||||
Consolidated revenue | 227,203 | 254,460 | 255,733 | ||||||||
AUSTRALIA | |||||||||||
REPORTABLE SEGMENTS (Details) - Schedule of Segment Information by Geographic Region [Line Items] | |||||||||||
Consolidated revenue | 113,077 | 62,567 | 22,257 | ||||||||
Consolidated property, plant and equipment, net | 22,136 | 28,155 | 22,136 | 28,155 | 4,309 | ||||||
Germany [Member] | |||||||||||
REPORTABLE SEGMENTS (Details) - Schedule of Segment Information by Geographic Region [Line Items] | |||||||||||
Consolidated property, plant and equipment, net | 66,367 | 74,457 | 66,367 | 74,457 | 82,314 | ||||||
Canada [Member] | |||||||||||
REPORTABLE SEGMENTS (Details) - Schedule of Segment Information by Geographic Region [Line Items] | |||||||||||
Consolidated revenue | 132,133 | 134,637 | 114,984 | ||||||||
Consolidated property, plant and equipment, net | 36,449 | 42,374 | 36,449 | 42,374 | 46,792 | ||||||
South America [Member] | |||||||||||
REPORTABLE SEGMENTS (Details) - Schedule of Segment Information by Geographic Region [Line Items] | |||||||||||
Consolidated revenue | 87,759 | 105,691 | 103,840 | ||||||||
All other countries [Member] | |||||||||||
REPORTABLE SEGMENTS (Details) - Schedule of Segment Information by Geographic Region [Line Items] | |||||||||||
Consolidated revenue | 72,085 | 47,881 | 54,773 | ||||||||
Consolidated property, plant and equipment, net | $ 14,602 | $ 19,465 | $ 14,602 | $ 19,465 | $ 19,965 |
REPORTABLE SEGMENTS (Details)
REPORTABLE SEGMENTS (Details) | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Home & Building Products [Member] | |||
REPORTABLE SEGMENTS (Details) [Line Items] | |||
Concentration Risk, Percentage | 12.00% | 12.00% | 11.00% |
Plastics [Member] | |||
REPORTABLE SEGMENTS (Details) [Line Items] | |||
Concentration Risk, Percentage | 14.00% | 14.00% | 14.00% |
Telephonics [Member] | |||
REPORTABLE SEGMENTS (Details) [Line Items] | |||
Concentration Risk, Percentage | 15.00% | 19.00% |
OTHER INCOME (EXPENSE) (Details
OTHER INCOME (EXPENSE) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Other Income and Expenses [Abstract] | |||
Currency exchange gains (losses) | $ 286 | $ 220 | $ (166) |
Investment income (loss) | $ 424 | $ 110 | $ 565 |
OTHER COMPREHENSIVE INCOME (100
OTHER COMPREHENSIVE INCOME (LOSS) (Details) - Summary of Other Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Foreign currency translation adjustments, Pre-tax | $ (56,358) | $ (23,933) | $ (3,090) |
Pension and other defined benefit plans, Pre-tax | (6,655) | (6,061) | 32,431 |
Cash flow hedge, Pre-tax | 662 | 386 | 0 |
Available-for-sale securities, Pre-tax | (1,370) | 1,370 | 0 |
Total other comprehensive income (loss), Pre-tax | (63,721) | (28,238) | 29,341 |
Foreign currency translation adjustments, Tax | 0 | 0 | 0 |
Pension and other defined benefit plans, Tax | 2,329 | 2,147 | (13,121) |
Cash flow hedge, Tax | (232) | (134) | 0 |
Available-for-sale securities, Tax | 500 | (500) | 0 |
Total other comprehensive income (loss), Tax | 2,597 | 1,513 | (13,121) |
Foreign currency translation adjustments, Net of Tax | (56,358) | (23,933) | (3,090) |
Pension and other defined benefit plans, Net of Tax | (4,326) | (3,914) | 19,310 |
Cash flow hedge, Net of Tax | 430 | 252 | 0 |
Available-for-sale securities, Net of Tax | (870) | 870 | 0 |
Total other comprehensive income (loss), net of taxes | $ (61,124) | $ (26,725) | $ 16,220 |
OTHER COMPREHENSIVE INCOME (101
OTHER COMPREHENSIVE INCOME (LOSS) (Details) - Accumulated Other Comprehensive Income - USD ($) $ in Thousands | Sep. 30, 2015 | Sep. 30, 2014 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive loss | $ (91,188) | $ (30,064) |
Foreign currency translation adjustments [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive loss | (60,178) | (3,820) |
Pension and other defined benefit plans [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive loss | (31,692) | (27,366) |
Cash flow hedge [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive loss | 682 | 252 |
Available-for-sale securities [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive loss | $ 0 | $ 870 |
OTHER COMPREHENSIVE INCOME (102
OTHER COMPREHENSIVE INCOME (LOSS) (Details) - Total Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||||||||||
Net income (loss) | $ 10,803 | $ 10,893 | $ 5,122 | $ 7,471 | $ 7,948 | $ 14,464 | $ (25,825) | $ 3,236 | $ 34,289 | $ (177) | $ 3,767 |
Other comprehensive income (loss), net of taxes | (61,124) | (26,725) | 16,220 | ||||||||
Comprehensive income (loss) | $ (26,835) | $ (26,902) | $ 19,987 |
OTHER COMPREHENSIVE INCOME (103
OTHER COMPREHENSIVE INCOME (LOSS) (Details) - Summary of Amounts Reclassified from Accumulated Other Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Pension amortization | $ (2,182) | $ (1,934) | $ (3,103) |
Pension settlement | 0 | 0 | (2,142) |
Gain (Loss) on Hedging Activity | 1,223 | 0 | 0 |
Gain on cash flow hedge | 662 | 386 | 0 |
Available-for-sale securities | $ 1,370 | 0 | 0 |
Disclosure of Reclassification Amount [Text Block] | 411 | ||
Total before tax | (1,934) | (5,245) | |
Reclassification from AOCI, Current Period, Tax | $ 164 | ||
Tax | 677 | 1,540 | |
Reclassification from AOCI, Current Period, Net of Tax, Attributable to Parent | $ 247 | ||
Net of tax | $ (1,257) | $ (3,705) |
CONSOLIDATING GUARANTOR AND 104
CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (Details) | 12 Months Ended |
Sep. 30, 2015 | |
Clopay Ames True Temper Holding, Corp. [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Subsidiary percentage ownership | 100.00% |
AMES Southern, Inc. [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Subsidiary percentage ownership | 100.00% |
The AMES Companies, Inc. [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Subsidiary percentage ownership | 100.00% |
Telephonics Corporation [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Subsidiary percentage ownership | 100.00% |
Clopay Plastic Products Company Inc. [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Subsidiary percentage ownership | 100.00% |
Clopay Building Products [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Subsidiary percentage ownership | 100.00% |
CONSOLIDATING GUARANTOR AND 105
CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (Details) - Summary of consolidated balance sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 |
CURRENT ASSETS | ||||
Cash and equivalents | $ 52,001 | $ 92,405 | $ 178,130 | $ 209,654 |
Accounts receivable, net of allowances | 218,755 | 258,436 | ||
Contract costs and recognized income not yet billed, net of progress payments | 103,895 | 109,930 | ||
Inventories, net | 325,809 | 290,135 | ||
Prepaid and other current assets | 55,086 | 62,569 | ||
Assets of discontinued operations | 1,316 | 1,624 | ||
Total Current Assets | 756,862 | 815,099 | ||
PROPERTY, PLANT AND EQUIPMENT, net | 379,972 | 370,565 | ||
GOODWILL | 356,241 | 374,111 | 354,459 | |
INTANGIBLE ASSETS, net | 213,837 | 233,623 | ||
INTERCOMPANY RECEIVABLE | 0 | 0 | ||
EQUITY INVESTMENTS IN SUBSIDIARIES | 0 | 0 | ||
OTHER ASSETS | 22,346 | 13,302 | ||
ASSETS OF DISCONTINUED OPERATIONS | 2,175 | 2,126 | ||
Total Assets | 1,731,433 | 1,808,826 | 1,777,608 | |
CURRENT LIABILITIES | ||||
Notes payable and current portion of long-term debt | 16,593 | 7,886 | ||
Accounts payable and accrued liabilities | 304,808 | 322,260 | ||
Liabilities of discontinued operations | 2,229 | 3,282 | ||
Total Current Liabilities | 323,630 | 333,428 | ||
LONG-TERM DEBT, net of debt discounts | 826,976 | 791,301 | ||
INTERCOMPANY PAYABLES | 0 | 0 | ||
OTHER LIABILITIES | 146,923 | 148,240 | ||
LIABILITIES OF DISCONTINUED OPERATIONS | 3,379 | 3,830 | ||
Total Liabilities | 1,300,908 | 1,276,799 | ||
SHAREHOLDERS’ EQUITY | 430,525 | 532,027 | 650,464 | 654,152 |
Total Liabilities and Shareholders’ Equity | 1,731,433 | 1,808,826 | ||
Parent Company [Member] | ||||
CURRENT ASSETS | ||||
Cash and equivalents | 2,440 | 6,813 | 68,994 | 125,093 |
Accounts receivable, net of allowances | 0 | 0 | ||
Contract costs and recognized income not yet billed, net of progress payments | 0 | 0 | ||
Inventories, net | 0 | 0 | ||
Prepaid and other current assets | 23,493 | 4,366 | ||
Assets of discontinued operations | 0 | 0 | ||
Total Current Assets | 25,933 | 11,179 | ||
PROPERTY, PLANT AND EQUIPMENT, net | 1,108 | 1,327 | ||
GOODWILL | 0 | 0 | ||
INTANGIBLE ASSETS, net | 0 | 0 | ||
INTERCOMPANY RECEIVABLE | 542,297 | 540,080 | ||
EQUITY INVESTMENTS IN SUBSIDIARIES | 745,262 | 780,600 | ||
OTHER ASSETS | 41,774 | 27,880 | ||
ASSETS OF DISCONTINUED OPERATIONS | 0 | 0 | ||
Total Assets | 1,356,374 | 1,361,066 | ||
CURRENT LIABILITIES | ||||
Notes payable and current portion of long-term debt | 2,202 | 2,202 | ||
Accounts payable and accrued liabilities | 30,158 | 25,703 | ||
Liabilities of discontinued operations | 0 | 0 | ||
Total Current Liabilities | 32,360 | 27,905 | ||
LONG-TERM DEBT, net of debt discounts | 752,839 | 738,360 | ||
INTERCOMPANY PAYABLES | 76,477 | 21,573 | ||
OTHER LIABILITIES | 64,173 | 41,201 | ||
LIABILITIES OF DISCONTINUED OPERATIONS | 0 | 0 | ||
Total Liabilities | 925,849 | 829,039 | ||
SHAREHOLDERS’ EQUITY | 430,525 | 532,027 | ||
Total Liabilities and Shareholders’ Equity | 1,356,374 | 1,361,066 | ||
Guarantor Subsidiaries [Member] | ||||
CURRENT ASSETS | ||||
Cash and equivalents | 10,671 | 31,522 | 25,343 | 34,782 |
Accounts receivable, net of allowances | 178,830 | 213,922 | ||
Contract costs and recognized income not yet billed, net of progress payments | 103,879 | 109,804 | ||
Inventories, net | 257,929 | 219,326 | ||
Prepaid and other current assets | 27,584 | 26,319 | ||
Assets of discontinued operations | 0 | 0 | ||
Total Current Assets | 578,893 | 600,893 | ||
PROPERTY, PLANT AND EQUIPMENT, net | 286,854 | 270,519 | ||
GOODWILL | 284,875 | 283,692 | ||
INTANGIBLE ASSETS, net | 152,412 | 156,772 | ||
INTERCOMPANY RECEIVABLE | 904,840 | 892,433 | ||
EQUITY INVESTMENTS IN SUBSIDIARIES | 644,577 | 662,403 | ||
OTHER ASSETS | 30,203 | 53,896 | ||
ASSETS OF DISCONTINUED OPERATIONS | 0 | 0 | ||
Total Assets | 2,882,654 | 2,920,608 | ||
CURRENT LIABILITIES | ||||
Notes payable and current portion of long-term debt | 3,842 | 1,144 | ||
Accounts payable and accrued liabilities | 222,758 | 226,236 | ||
Liabilities of discontinued operations | 0 | 0 | ||
Total Current Liabilities | 226,600 | 227,380 | ||
LONG-TERM DEBT, net of debt discounts | 17,116 | 7,806 | ||
INTERCOMPANY PAYABLES | 831,345 | 815,094 | ||
OTHER LIABILITIES | 126,956 | 151,674 | ||
LIABILITIES OF DISCONTINUED OPERATIONS | 0 | 0 | ||
Total Liabilities | 1,202,017 | 1,201,954 | ||
SHAREHOLDERS’ EQUITY | 1,680,637 | 1,718,654 | ||
Total Liabilities and Shareholders’ Equity | 2,882,654 | 2,920,608 | ||
Non-Guarantor Subsidiaries [Member] | ||||
CURRENT ASSETS | ||||
Cash and equivalents | 38,890 | 54,070 | 83,793 | 49,779 |
Accounts receivable, net of allowances | 61,772 | 77,218 | ||
Contract costs and recognized income not yet billed, net of progress payments | 16 | 126 | ||
Inventories, net | 67,880 | 70,537 | ||
Prepaid and other current assets | 12,488 | 17,101 | ||
Assets of discontinued operations | 1,316 | 1,624 | ||
Total Current Assets | 182,362 | 220,676 | ||
PROPERTY, PLANT AND EQUIPMENT, net | 92,010 | 98,643 | ||
GOODWILL | 71,366 | 90,419 | ||
INTANGIBLE ASSETS, net | 61,425 | 76,851 | ||
INTERCOMPANY RECEIVABLE | 263,480 | 213,733 | ||
EQUITY INVESTMENTS IN SUBSIDIARIES | 1,740,889 | 1,782,406 | ||
OTHER ASSETS | 9,959 | 6,739 | ||
ASSETS OF DISCONTINUED OPERATIONS | 2,175 | 2,126 | ||
Total Assets | 2,423,666 | 2,491,593 | ||
CURRENT LIABILITIES | ||||
Notes payable and current portion of long-term debt | 10,549 | 4,540 | ||
Accounts payable and accrued liabilities | 72,843 | 91,132 | ||
Liabilities of discontinued operations | 2,229 | 3,282 | ||
Total Current Liabilities | 85,621 | 98,954 | ||
LONG-TERM DEBT, net of debt discounts | 57,021 | 45,135 | ||
INTERCOMPANY PAYABLES | 775,120 | 762,192 | ||
OTHER LIABILITIES | 28,428 | 26,949 | ||
LIABILITIES OF DISCONTINUED OPERATIONS | 3,379 | 3,830 | ||
Total Liabilities | 949,569 | 937,060 | ||
SHAREHOLDERS’ EQUITY | 1,474,097 | 1,554,533 | ||
Total Liabilities and Shareholders’ Equity | 2,423,666 | 2,491,593 | ||
Elimination [Member] | ||||
CURRENT ASSETS | ||||
Cash and equivalents | 0 | 0 | $ 0 | $ 0 |
Accounts receivable, net of allowances | (21,847) | (32,704) | ||
Contract costs and recognized income not yet billed, net of progress payments | 0 | 0 | ||
Inventories, net | 0 | 272 | ||
Prepaid and other current assets | (8,479) | 14,783 | ||
Assets of discontinued operations | 0 | 0 | ||
Total Current Assets | (30,326) | (17,649) | ||
PROPERTY, PLANT AND EQUIPMENT, net | 0 | 76 | ||
GOODWILL | 0 | 0 | ||
INTANGIBLE ASSETS, net | 0 | 0 | ||
INTERCOMPANY RECEIVABLE | (1,710,617) | (1,646,246) | ||
EQUITY INVESTMENTS IN SUBSIDIARIES | (3,130,728) | (3,225,409) | ||
OTHER ASSETS | (59,590) | (75,213) | ||
ASSETS OF DISCONTINUED OPERATIONS | 0 | 0 | ||
Total Assets | (4,931,261) | (4,964,441) | ||
CURRENT LIABILITIES | ||||
Notes payable and current portion of long-term debt | 0 | 0 | ||
Accounts payable and accrued liabilities | (20,951) | (20,811) | ||
Liabilities of discontinued operations | 0 | 0 | ||
Total Current Liabilities | (20,951) | (20,811) | ||
LONG-TERM DEBT, net of debt discounts | 0 | 0 | ||
INTERCOMPANY PAYABLES | (1,682,942) | (1,598,859) | ||
OTHER LIABILITIES | (72,634) | (71,584) | ||
LIABILITIES OF DISCONTINUED OPERATIONS | 0 | 0 | ||
Total Liabilities | (1,776,527) | (1,691,254) | ||
SHAREHOLDERS’ EQUITY | (3,154,734) | (3,273,187) | ||
Total Liabilities and Shareholders’ Equity | $ (4,931,261) | $ (4,964,441) |
CONSOLIDATING GUARANTOR AND 106
CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (Details) - Summary of consolidated statement of operations and comprehensive income - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Condensed Income Statements, Captions [Line Items] | |||||||||||
Revenue | $ 502,158 | $ 511,694 | $ 500,020 | $ 502,160 | $ 525,627 | $ 505,039 | $ 507,687 | $ 453,458 | $ 2,016,032 | $ 1,991,811 | $ 1,871,327 |
Cost of goods and services | 1,540,254 | 1,532,412 | 1,453,742 | ||||||||
Gross profit | 119,925 | 123,489 | 114,375 | 117,989 | 125,602 | 118,307 | 109,987 | 105,503 | 475,778 | 459,399 | 417,585 |
Selling, general and administrative expenses | 374,761 | 375,099 | 340,469 | ||||||||
Restructuring and other related charges | 0 | 6,136 | 13,262 | ||||||||
Total operating expenses | 374,761 | 381,235 | 353,731 | ||||||||
Income from operations | 101,017 | 78,164 | 63,854 | ||||||||
Other income (expense) | |||||||||||
Interest income (expense), net | (47,872) | (48,144) | (52,167) | ||||||||
Loss from debt extinguishment | 24,964 | 0 | (38,890) | 0 | |||||||
Other, net | 491 | 3,154 | 2,646 | ||||||||
Total other income (expense) | (47,381) | (83,880) | (49,521) | ||||||||
Income (loss) before taxes | 53,636 | (5,716) | 14,333 | ||||||||
Provision (benefit) for income taxes | 19,347 | (5,539) | 7,543 | ||||||||
Income (loss) before equity in net income of subsidiaries | 34,289 | (177) | 6,790 | ||||||||
Equity in net income (loss) of subsidiaries | 0 | 0 | 0 | ||||||||
Income (loss) from continuing operations | 34,289 | (177) | 6,790 | ||||||||
Loss from operations of discontinued businesses | 0 | 0 | (4,651) | ||||||||
Benefit from income taxes | 0 | 0 | 1,628 | ||||||||
Loss from discontinued operations | 0 | 0 | (3,023) | ||||||||
Net income (loss) | $ 10,803 | $ 10,893 | $ 5,122 | $ 7,471 | $ 7,948 | $ 14,464 | $ (25,825) | $ 3,236 | 34,289 | (177) | 3,767 |
Other comprehensive income (loss), net of taxes | (61,124) | (26,725) | 16,220 | ||||||||
Comprehensive income (loss) | (26,835) | (26,902) | 19,987 | ||||||||
Parent Company [Member] | |||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||
Revenue | 0 | 0 | 0 | ||||||||
Cost of goods and services | 0 | 0 | 0 | ||||||||
Gross profit | 0 | 0 | 0 | ||||||||
Selling, general and administrative expenses | 22,637 | 24,084 | 24,248 | ||||||||
Restructuring and other related charges | 0 | 0 | 0 | ||||||||
Total operating expenses | 22,637 | 24,084 | 24,248 | ||||||||
Income from operations | (22,637) | (24,084) | (24,248) | ||||||||
Other income (expense) | |||||||||||
Interest income (expense), net | (8,741) | (10,079) | (14,381) | ||||||||
Loss from debt extinguishment | (38,890) | ||||||||||
Other, net | 438 | 111 | 569 | ||||||||
Total other income (expense) | (8,303) | (48,858) | (13,812) | ||||||||
Income (loss) before taxes | (30,940) | (72,942) | (38,060) | ||||||||
Provision (benefit) for income taxes | (11,041) | (32,044) | (14,888) | ||||||||
Income (loss) before equity in net income of subsidiaries | (19,899) | (40,898) | (23,172) | ||||||||
Equity in net income (loss) of subsidiaries | 54,188 | 40,721 | 26,939 | ||||||||
Income (loss) from continuing operations | 34,289 | (177) | 3,767 | ||||||||
Loss from operations of discontinued businesses | 0 | 0 | 0 | ||||||||
Benefit from income taxes | 0 | 0 | 0 | ||||||||
Loss from discontinued operations | 0 | 0 | 0 | ||||||||
Net income (loss) | 34,289 | (177) | 3,767 | ||||||||
Comprehensive income (loss) | (26,835) | (26,902) | 19,987 | ||||||||
Guarantor Subsidiaries [Member] | |||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||
Revenue | 1,581,295 | 1,526,678 | 1,459,705 | ||||||||
Cost of goods and services | 1,204,872 | 1,156,268 | 1,107,440 | ||||||||
Gross profit | 376,423 | 370,410 | 352,265 | ||||||||
Selling, general and administrative expenses | 272,421 | 281,930 | 269,654 | ||||||||
Restructuring and other related charges | 0 | 4,234 | 9,236 | ||||||||
Total operating expenses | 272,421 | 286,164 | 278,890 | ||||||||
Income from operations | 104,002 | 84,246 | 73,375 | ||||||||
Other income (expense) | |||||||||||
Interest income (expense), net | (30,547) | (28,630) | (27,660) | ||||||||
Other, net | 10,521 | 7,945 | 9,656 | ||||||||
Total other income (expense) | (20,026) | (20,685) | (18,004) | ||||||||
Income (loss) before taxes | 83,976 | 63,561 | 55,371 | ||||||||
Provision (benefit) for income taxes | 31,100 | 26,480 | 20,603 | ||||||||
Income (loss) before equity in net income of subsidiaries | 52,876 | 37,081 | 34,768 | ||||||||
Equity in net income (loss) of subsidiaries | 3,062 | 3,531 | (1,467) | ||||||||
Income (loss) from continuing operations | 55,938 | 40,612 | 33,301 | ||||||||
Loss from operations of discontinued businesses | 0 | 0 | 0 | ||||||||
Benefit from income taxes | 0 | 0 | 0 | ||||||||
Loss from discontinued operations | 0 | 0 | 0 | ||||||||
Net income (loss) | 55,938 | 40,612 | 33,301 | ||||||||
Comprehensive income (loss) | 34,318 | 28,355 | 10,903 | ||||||||
Non-Guarantor Subsidiaries [Member] | |||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||
Revenue | 475,380 | 519,349 | 463,767 | ||||||||
Cost of goods and services | 377,348 | 424,568 | 392,588 | ||||||||
Gross profit | 98,032 | 94,781 | 71,179 | ||||||||
Selling, general and administrative expenses | 80,073 | 75,551 | 52,819 | ||||||||
Restructuring and other related charges | 0 | 1,902 | 4,026 | ||||||||
Total operating expenses | 80,073 | 77,453 | 56,845 | ||||||||
Income from operations | 17,959 | 17,328 | 14,334 | ||||||||
Other income (expense) | |||||||||||
Interest income (expense), net | (8,584) | (9,435) | (10,126) | ||||||||
Other, net | (8,775) | (4,228) | (7,233) | ||||||||
Total other income (expense) | (17,359) | (13,663) | (17,359) | ||||||||
Income (loss) before taxes | 600 | 3,665 | (3,025) | ||||||||
Provision (benefit) for income taxes | (712) | 25 | 1,781 | ||||||||
Income (loss) before equity in net income of subsidiaries | 1,312 | 3,640 | (4,806) | ||||||||
Equity in net income (loss) of subsidiaries | 52,876 | 37,081 | 34,768 | ||||||||
Income (loss) from continuing operations | 54,188 | 40,721 | 29,962 | ||||||||
Loss from operations of discontinued businesses | 0 | 0 | (4,651) | ||||||||
Benefit from income taxes | 0 | 0 | 1,628 | ||||||||
Loss from discontinued operations | 0 | 0 | (3,023) | ||||||||
Net income (loss) | 54,188 | 40,721 | 26,939 | ||||||||
Comprehensive income (loss) | 15,080 | 25,704 | 64,671 | ||||||||
Elimination [Member] | |||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||
Revenue | (40,643) | (54,216) | (52,145) | ||||||||
Cost of goods and services | (41,966) | (48,424) | (46,286) | ||||||||
Gross profit | 1,323 | (5,792) | (5,859) | ||||||||
Selling, general and administrative expenses | (370) | (6,466) | (6,252) | ||||||||
Restructuring and other related charges | 0 | 0 | 0 | ||||||||
Total operating expenses | (370) | (6,466) | (6,252) | ||||||||
Income from operations | 1,693 | 674 | 393 | ||||||||
Other income (expense) | |||||||||||
Interest income (expense), net | 0 | 0 | 0 | ||||||||
Other, net | (1,693) | (674) | (346) | ||||||||
Total other income (expense) | (1,693) | (674) | (346) | ||||||||
Income (loss) before taxes | 0 | 0 | 47 | ||||||||
Provision (benefit) for income taxes | 0 | 0 | 47 | ||||||||
Income (loss) before equity in net income of subsidiaries | 0 | 0 | 0 | ||||||||
Equity in net income (loss) of subsidiaries | (110,126) | (81,333) | (60,240) | ||||||||
Income (loss) from continuing operations | (110,126) | (81,333) | (60,240) | ||||||||
Loss from operations of discontinued businesses | 0 | 0 | 0 | ||||||||
Benefit from income taxes | 0 | 0 | 0 | ||||||||
Loss from discontinued operations | 0 | 0 | 0 | ||||||||
Net income (loss) | (110,126) | (81,333) | (60,240) | ||||||||
Comprehensive income (loss) | $ (49,398) | $ (54,059) | $ (75,574) |
CONSOLIDATING GUARANTOR AND 107
CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (Details) - Summary of consolidated cash flows - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
Net income (loss) | $ 10,803 | $ 10,893 | $ 5,122 | $ 7,471 | $ 7,948 | $ 14,464 | $ (25,825) | $ 3,236 | $ 34,289 | $ (177) | $ 3,767 |
Net cash provided by (used in) operating activities | 76,137 | 93,301 | 85,683 | ||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
Acquisition of property, plant and equipment | (73,620) | (77,094) | (64,441) | ||||||||
Acquired business, net of cash acquired | (2,225) | (62,306) | 0 | ||||||||
Intercompany distributions | 0 | 0 | 0 | ||||||||
Proceeds from Sale of Available-for-sale Securities, Equity | 8,891 | ||||||||||
Purchase of securities | (8,891) | 8,402 | 0 | ||||||||
Proceeds from sale of property, plant and equipment | 334 | 552 | 1,573 | ||||||||
Net cash used in investing activities | (66,620) | (147,250) | (62,868) | ||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
Proceeds from issuance of common stock | 371 | 584 | 0 | ||||||||
Purchase of shares for treasury | (82,343) | (79,614) | (32,521) | ||||||||
Proceeds from issuance of debt | 233,491 | 691,943 | 303 | ||||||||
Payments of long-term debt | (187,735) | (603,094) | (16,867) | ||||||||
Change in short-term borrowings | (365) | (749) | 2,950 | ||||||||
Financing costs | (1,308) | (11,298) | (833) | ||||||||
Purchase of ESOP shares | 0 | (20,000) | 0 | ||||||||
Tax effect from exercise/vesting of equity awards, net | 345 | 273 | 150 | ||||||||
Dividend | 7,654 | 6,273 | 5,825 | ||||||||
Other, net | 347 | 298 | 394 | ||||||||
Net cash used in financing activities | (44,851) | (27,930) | (52,249) | ||||||||
CASH FLOWS FROM DISCONTINUED OPERATIONS: | |||||||||||
Net cash used in discontinued operations | (918) | (1,528) | (2,090) | ||||||||
Effect of exchange rate changes on cash and equivalents | (4,152) | (2,318) | 0 | ||||||||
NET DECREASE IN CASH AND EQUIVALENTS | (40,404) | (85,725) | (31,524) | ||||||||
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD | 92,405 | 178,130 | 92,405 | 178,130 | 209,654 | ||||||
CASH AND EQUIVALENTS AT END OF PERIOD | 52,001 | 92,405 | 52,001 | 92,405 | 178,130 | ||||||
Parent Company [Member] | |||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
Net income (loss) | 34,289 | (177) | 3,767 | ||||||||
Net cash provided by (used in) operating activities | 58,760 | (3,902) | (25,184) | ||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
Acquisition of property, plant and equipment | (274) | (700) | (123) | ||||||||
Acquired business, net of cash acquired | 0 | 0 | |||||||||
Intercompany distributions | 10,000 | 10,000 | 10,000 | ||||||||
Proceeds from Sale of Available-for-sale Securities, Equity | 8,891 | ||||||||||
Purchase of securities | 8,402 | ||||||||||
Proceeds from sale of property, plant and equipment | 0 | 0 | 0 | ||||||||
Net cash used in investing activities | 18,617 | 898 | 9,877 | ||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
Proceeds from issuance of common stock | 371 | 584 | |||||||||
Purchase of shares for treasury | (82,343) | (79,614) | (32,521) | ||||||||
Proceeds from issuance of debt | 124,500 | 659,568 | 0 | ||||||||
Payments of long-term debt | (116,702) | (598,250) | (2,157) | ||||||||
Change in short-term borrowings | 0 | 0 | 0 | ||||||||
Financing costs | (614) | (10,763) | (833) | ||||||||
Purchase of ESOP shares | (20,000) | ||||||||||
Tax effect from exercise/vesting of equity awards, net | 345 | 273 | 150 | ||||||||
Dividend | 7,654 | 11,273 | 5,825 | ||||||||
Other, net | 347 | 298 | 394 | ||||||||
Net cash used in financing activities | (81,750) | (59,177) | (40,792) | ||||||||
CASH FLOWS FROM DISCONTINUED OPERATIONS: | |||||||||||
Net cash used in discontinued operations | 0 | 0 | 0 | ||||||||
Effect of exchange rate changes on cash and equivalents | 0 | 0 | 0 | ||||||||
NET DECREASE IN CASH AND EQUIVALENTS | (4,373) | (62,181) | (56,099) | ||||||||
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD | 6,813 | 68,994 | 6,813 | 68,994 | 125,093 | ||||||
CASH AND EQUIVALENTS AT END OF PERIOD | 2,440 | 6,813 | 2,440 | 6,813 | 68,994 | ||||||
Guarantor Subsidiaries [Member] | |||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
Net income (loss) | 55,938 | 40,612 | 33,301 | ||||||||
Net cash provided by (used in) operating activities | 27,130 | 17,168 | 83,177 | ||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
Acquisition of property, plant and equipment | (54,196) | (64,320) | (56,617) | ||||||||
Acquired business, net of cash acquired | (2,225) | 2,675 | |||||||||
Intercompany distributions | (10,000) | (10,000) | (10,000) | ||||||||
Proceeds from Sale of Available-for-sale Securities, Equity | 0 | ||||||||||
Purchase of securities | 0 | ||||||||||
Proceeds from sale of property, plant and equipment | 142 | 360 | 1,404 | ||||||||
Net cash used in investing activities | (66,279) | (71,285) | (65,213) | ||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
Proceeds from issuance of common stock | 0 | 0 | |||||||||
Purchase of shares for treasury | 0 | 0 | 0 | ||||||||
Proceeds from issuance of debt | 13,596 | (102) | 303 | ||||||||
Payments of long-term debt | (1,263) | (1,135) | (1,032) | ||||||||
Change in short-term borrowings | 0 | 0 | 0 | ||||||||
Financing costs | (196) | 0 | 0 | ||||||||
Purchase of ESOP shares | 0 | ||||||||||
Tax effect from exercise/vesting of equity awards, net | 0 | 0 | 0 | ||||||||
Dividend | 0 | 5,000 | 0 | ||||||||
Other, net | 6,161 | 56,533 | (26,674) | ||||||||
Net cash used in financing activities | 18,298 | 60,296 | (27,403) | ||||||||
CASH FLOWS FROM DISCONTINUED OPERATIONS: | |||||||||||
Net cash used in discontinued operations | 0 | 0 | 0 | ||||||||
Effect of exchange rate changes on cash and equivalents | 0 | 0 | 0 | ||||||||
NET DECREASE IN CASH AND EQUIVALENTS | (20,851) | 6,179 | (9,439) | ||||||||
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD | 31,522 | 25,343 | 31,522 | 25,343 | 34,782 | ||||||
CASH AND EQUIVALENTS AT END OF PERIOD | 10,671 | 31,522 | 10,671 | 31,522 | 25,343 | ||||||
Non-Guarantor Subsidiaries [Member] | |||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
Net income (loss) | 54,188 | 40,721 | 26,939 | ||||||||
Net cash provided by (used in) operating activities | (9,753) | 80,035 | 27,690 | ||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
Acquisition of property, plant and equipment | (19,150) | (12,074) | (7,701) | ||||||||
Acquired business, net of cash acquired | 0 | (64,981) | |||||||||
Intercompany distributions | 0 | 0 | 0 | ||||||||
Proceeds from Sale of Available-for-sale Securities, Equity | 0 | ||||||||||
Purchase of securities | 0 | ||||||||||
Proceeds from sale of property, plant and equipment | 192 | 192 | 169 | ||||||||
Net cash used in investing activities | (18,958) | (76,863) | (7,532) | ||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
Proceeds from issuance of common stock | 0 | 0 | |||||||||
Purchase of shares for treasury | 0 | 0 | 0 | ||||||||
Proceeds from issuance of debt | 95,395 | 32,477 | 0 | ||||||||
Payments of long-term debt | (69,770) | (3,709) | (13,678) | ||||||||
Change in short-term borrowings | (365) | (749) | 2,950 | ||||||||
Financing costs | (498) | (535) | 0 | ||||||||
Purchase of ESOP shares | 0 | ||||||||||
Tax effect from exercise/vesting of equity awards, net | 0 | 0 | 0 | ||||||||
Dividend | 0 | 0 | 0 | ||||||||
Other, net | (6,161) | (56,533) | 26,674 | ||||||||
Net cash used in financing activities | 18,601 | (29,049) | 15,946 | ||||||||
CASH FLOWS FROM DISCONTINUED OPERATIONS: | |||||||||||
Net cash used in discontinued operations | (918) | (1,528) | (2,090) | ||||||||
Effect of exchange rate changes on cash and equivalents | (4,152) | (2,318) | 0 | ||||||||
NET DECREASE IN CASH AND EQUIVALENTS | (15,180) | (29,723) | 34,014 | ||||||||
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD | 54,070 | 83,793 | 54,070 | 83,793 | 49,779 | ||||||
CASH AND EQUIVALENTS AT END OF PERIOD | 38,890 | 54,070 | 38,890 | 54,070 | 83,793 | ||||||
Elimination [Member] | |||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
Net income (loss) | (110,126) | (81,333) | (60,240) | ||||||||
Net cash provided by (used in) operating activities | 0 | 0 | 0 | ||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
Acquisition of property, plant and equipment | 0 | 0 | 0 | ||||||||
Acquired business, net of cash acquired | 0 | 0 | |||||||||
Intercompany distributions | 0 | 0 | 0 | ||||||||
Proceeds from Sale of Available-for-sale Securities, Equity | 0 | ||||||||||
Purchase of securities | 0 | ||||||||||
Proceeds from sale of property, plant and equipment | 0 | 0 | 0 | ||||||||
Net cash used in investing activities | 0 | 0 | 0 | ||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
Proceeds from issuance of common stock | 0 | 0 | |||||||||
Purchase of shares for treasury | 0 | 0 | 0 | ||||||||
Proceeds from issuance of debt | 0 | 0 | 0 | ||||||||
Payments of long-term debt | 0 | 0 | 0 | ||||||||
Change in short-term borrowings | 0 | 0 | 0 | ||||||||
Financing costs | 0 | 0 | 0 | ||||||||
Purchase of ESOP shares | 0 | ||||||||||
Tax effect from exercise/vesting of equity awards, net | 0 | 0 | 0 | ||||||||
Dividend | 0 | 0 | 0 | ||||||||
Other, net | 0 | 0 | 0 | ||||||||
Net cash used in financing activities | 0 | 0 | 0 | ||||||||
CASH FLOWS FROM DISCONTINUED OPERATIONS: | |||||||||||
Net cash used in discontinued operations | 0 | 0 | 0 | ||||||||
Effect of exchange rate changes on cash and equivalents | 0 | 0 | 0 | ||||||||
NET DECREASE IN CASH AND EQUIVALENTS | 0 | 0 | 0 | ||||||||
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD | $ 0 | $ 0 | 0 | 0 | 0 | ||||||
CASH AND EQUIVALENTS AT END OF PERIOD | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Nov. 12, 2015$ / shares |
Subsequent Event [Member] | |
SUBSEQUENT EVENTS (Details) [Line Items] | |
Dividends payable, amount per share (in Dollars per share) | $ 0.05 |
SCHEDULE II VALUATION AND QU109
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS (Details) - Schedule of Valuation and Qualifying Accounts - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Allowance for Doubtful Accounts [Member] | |||
Segment Reporting Information [Line Items] | |||
Balance at Beginning of Year | $ 7,336 | $ 6,136 | $ 5,433 |
Recorded to Cost and Expense | 1,389 | 4,014 | 3,673 |
Accounts Written Off, net | (3,139) | (2,769) | (2,968) |
Other | (244) | (45) | (2) |
Balance at End of Year | 5,342 | 7,336 | 6,136 |
Inventory valuation [Member] | |||
Segment Reporting Information [Line Items] | |||
Balance at Beginning of Year | 16,613 | 15,728 | 18,787 |
Recorded to Cost and Expense | 6,476 | 13,613 | 5,788 |
Accounts Written Off, net | (7,603) | (12,627) | (8,490) |
Other | (852) | (101) | (357) |
Balance at End of Year | 14,634 | 16,613 | 15,728 |
Deferred tax valuation allowance [Member] | |||
Segment Reporting Information [Line Items] | |||
Balance at Beginning of Year | 15,649 | 13,421 | 10,541 |
Recorded to Cost and Expense | (5,187) | 2,228 | 2,880 |
Accounts Written Off, net | 0 | 0 | 0 |
Other | 0 | 0 | 0 |
Balance at End of Year | 10,462 | 15,649 | 13,421 |
Bad debts [Member] | Allowance for Doubtful Accounts [Member] | |||
Segment Reporting Information [Line Items] | |||
Balance at Beginning of Year | 3,627 | 4,080 | 4,146 |
Recorded to Cost and Expense | 76 | 359 | 1,813 |
Accounts Written Off, net | (934) | (784) | (1,888) |
Other | (129) | (28) | 9 |
Balance at End of Year | 2,640 | 3,627 | 4,080 |
Sales returns and allowances [Member] | Allowance for Doubtful Accounts [Member] | |||
Segment Reporting Information [Line Items] | |||
Balance at Beginning of Year | 3,709 | 2,056 | 1,287 |
Recorded to Cost and Expense | 1,313 | 3,655 | 1,860 |
Accounts Written Off, net | (2,205) | (1,985) | (1,080) |
Other | (115) | (17) | (11) |
Balance at End of Year | $ 2,702 | $ 3,709 | $ 2,056 |