Document And Entity Information
Document And Entity Information | 3 Months Ended |
Dec. 31, 2015shares | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | GRIFFON CORP |
Document Type | 10-Q |
Current Fiscal Year End Date | --09-30 |
Entity Common Stock, Shares Outstanding | 48,083,859 |
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 | Dec. 31, 2015 |
Document Fiscal Year Focus | 2,016 |
Document Fiscal Period Focus (Q1,Q2,Q3,FY) | Q1 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2015 | Sep. 30, 2015 |
CURRENT ASSETS | ||
Cash and equivalents | $ 49,968 | $ 52,001 |
Accounts receivable, net of allowances of $5,156 and $5,342 | 205,882 | 218,755 |
Contract costs and recognized income not yet billed, net of progress payments of $17,517 and $16,467 | 122,923 | 103,895 |
Inventories, net | 334,462 | 325,809 |
Prepaid and other current assets | 56,826 | 55,086 |
Assets of discontinued operations | 1,360 | 1,316 |
Total Current Assets | 771,421 | 756,862 |
PROPERTY, PLANT AND EQUIPMENT, net | 376,110 | 379,972 |
GOODWILL | 356,412 | 356,241 |
INTANGIBLE ASSETS, net | 211,472 | 213,837 |
OTHER ASSETS | 25,198 | 22,346 |
ASSETS OF DISCONTINUED OPERATIONS | 2,576 | 2,175 |
Total Assets | 1,743,189 | 1,731,433 |
CURRENT LIABILITIES | ||
Notes payable and current portion of long-term debt | 15,189 | 16,593 |
Accounts payable | 166,835 | 199,811 |
Accrued liabilities | 96,524 | 104,997 |
Liabilities of discontinued operations | 2,033 | 2,229 |
Total Current Liabilities | 280,581 | 323,630 |
LONG-TERM DEBT, net | 886,028 | 826,976 |
OTHER LIABILITIES | 144,567 | 146,923 |
LIABILITIES OF DISCONTINUED OPERATIONS | 3,634 | 3,379 |
Total Liabilities | $ 1,314,810 | $ 1,300,908 |
COMMITMENTS AND CONTINGENCIES - See Note 18 | ||
SHAREHOLDERS’ EQUITY | ||
Total Shareholders’ Equity | $ 428,379 | $ 430,525 |
Total Liabilities and Shareholders’ Equity | $ 1,743,189 | $ 1,731,433 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2015 | Sep. 30, 2015 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, net allowances | $ 5,156 | $ 5,342 |
Contract costs, net of progress payments | 17,517 | 16,467 |
Debt discount, long term debt | $ 4,546 | $ 5,594 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY - 3 months ended Dec. 31, 2015 - USD ($) $ in Thousands | Total | COMMON STOCK [Member] | CAPITAL INEXCESS OFPAR VALUE [Member] | RETAINED EARNINGS [Member] | TREASURY SHARES [Member] | ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) [Member] | DEFERRED COMPENSATION [Member] | Restricted Stock [Member] |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||||
Stock Repurchased During Period, Shares | 432,419 | |||||||
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 | 79,080,000 | 30,737,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 8,596 | 8,596 | ||||||
Dividend | (2,281) | (2,281) | ||||||
Tax effect from exercise/vesting of equity awards, net | 2,291 | 2,291 | ||||||
Amortization of deferred compensation | 688 | 688 | ||||||
Common stock issued (shares) | 14,000 | |||||||
Common stock issued | 0 | $ 3 | (3) | |||||
Common stock acquired | (10,910) | $ (10,910) | ||||||
Common stock acquired (in Shares) | 619,000 | |||||||
Common stock issued for equity awards, net | 0 | $ 86 | (86) | |||||
Stock grants and equity awards, net (in Shares) | 346,000 | |||||||
ESOP allocation of common stock | 382 | 382 | ||||||
Stock-based compensation | 3,066 | 3,066 | ||||||
Other comprehensive loss, net of tax | (3,978) | (3,978) | ||||||
Balance at Dec. 31, 2015 | $ 428,379 | $ 19,859 | $ 524,135 | $ 460,863 | $ (447,469) | $ (95,166) | $ (33,843) | |
Balance (in Shares) at Dec. 31, 2015 | 79,440,000 | 31,356,000 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | ||
Revenue | $ 494,149 | $ 502,160 |
Cost of goods and services | 378,044 | 384,171 |
Gross profit | 116,105 | 117,989 |
Selling, general and administrative expenses | 91,299 | 93,896 |
Income from operations | 24,806 | 24,093 |
Other income (expense) | ||
Interest expense | (12,023) | (11,754) |
Interest income | 11 | 117 |
Other, net | 555 | (451) |
Total other expense, net | (11,457) | (12,088) |
Income before taxes | 13,349 | 12,005 |
Provision for income taxes | 4,753 | 4,534 |
Net income | $ 8,596 | $ 7,471 |
Basic income (loss) per common share (in Dollars per share) | $ 0.20 | $ 0.16 |
Weighted-average shares outstanding | 41,968 | 46,310 |
Diluted income (loss) per common share (in Dollars per share) | $ 0.19 | $ 0.16 |
Weighted-average shares outstanding | 45,384 | 48,136 |
Dividends paid per common share (in Dollars per share) | $ 0.05 | $ 0.04 |
Net income | $ 8,596 | $ 7,471 |
Other comprehensive income (loss), net of taxes: | ||
Foreign currency translation adjustments | (3,349) | (15,500) |
Pension and other post retirement plans | 386 | 353 |
Cash flow hedge | (1,015) | (74) |
Change in available-for-sale securities | 0 | (962) |
Total other comprehensive income (loss), net of taxes | (3,978) | (16,183) |
Comprehensive income (loss), net | $ 4,618 | $ (8,712) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 8,596 | $ 7,471 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Depreciation and amortization | 17,084 | 17,260 |
Stock-based compensation | 3,066 | 2,577 |
Provision for losses on accounts receivable | (24) | 156 |
Amortization of debt discounts and issuance costs | 1,671 | 1,634 |
Deferred income taxes | 2,763 | 1,501 |
(Gain) loss on sale/disposal of assets and investments | (77) | 171 |
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 | (6,106) | 24,824 |
Increase in inventories | (9,080) | (32,658) |
(Increase) decrease in prepaid and other assets | 316 | (2,177) |
Decrease in accounts payable, accrued liabilities and income taxes payable | (38,324) | (30,051) |
Other changes, net | 519 | 1,242 |
Net cash used in operating activities | (19,596) | (8,050) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisition of property, plant and equipment | (25,018) | (18,921) |
Investment in unconsolidated joint venture | (2,726) | 0 |
Proceeds from sale of assets | 484 | 107 |
Investment sales | 715 | 0 |
Net cash used in investing activities | (26,545) | (18,814) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Dividends paid | (2,281) | (1,910) |
Purchase of shares for treasury | (10,910) | (13,170) |
Proceeds from long-term debt | 79,874 | 10,279 |
Payments of long-term debt | (24,126) | (11,295) |
Change in short-term borrowings | (147) | (1,201) |
Financing costs | 0 | (29) |
Tax benefit from exercise/vesting of equity awards, net | 2,291 | 342 |
Other, net | 104 | 102 |
Net cash provided by (used in) financing activities | 44,805 | (16,882) |
CASH FLOWS FROM DISCONTINUED OPERATIONS: | ||
Net cash used in operating activities | (387) | (380) |
Net cash used in discontinued operations | (387) | (380) |
Effect of exchange rate changes on cash and equivalents | (310) | (1,713) |
NET DECREASE IN CASH AND EQUIVALENTS | (2,033) | (45,839) |
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD | 52,001 | 92,405 |
CASH AND EQUIVALENTS AT END OF PERIOD | $ 49,968 | $ 46,566 |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 3 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION About Griffon Corporation Griffon Corporation (the “Company” or “Griffon”) is a diversified management and holding company that conducts 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. 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 Company, Inc. (“CBP”): - AMES is a global provider of non-powered landscaping products for homeowners and professionals. - CBP is a leading manufacturer and marketer of residential, commercial and industrial garage doors to professional dealers and major home center retail chains. • Telephonics Corporation (“Telephonics”) designs, develops and manufactures high-technology integrated information, communication and sensor system solutions for military and commercial markets worldwide. • Clopay Plastic Products Company, Inc. (“PPC”) is an international leader in the development and production of embossed, laminated and printed specialty plastic films used in a variety of hygienic, health-care and industrial applications. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these financial statements do not include all the information and footnotes required by U.S. GAAP for complete financial statements. As such, they should be read with reference to Griffon’s Annual Report on Form 10-K for the year ended September 30, 2015 , which provides a more complete explanation of Griffon’s accounting policies, financial position, operating results, business properties and other matters. In the opinion of management, these financial statements reflect all adjustments considered necessary for a fair statement of interim results. Griffon’s HBP operations are seasonal; for this and other reasons, the financial results of the Company for any interim period are not necessarily indicative of the results for the full year. The condensed consolidated balance sheet information at September 30, 2015 was derived from the audited financial statements included in Griffon’s Annual Report on Form 10-K for the year ended September 30, 2015 . The consolidated financial statements include the accounts of Griffon and all subsidiaries. Intercompany accounts and transactions have been eliminated on consolidation. The preparation of financial statements in conformity with U.S. GAAP 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 and 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. Certain amounts in the prior year may have been reclassified to conform to current year presentation. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The carrying values of cash and equivalents, accounts receivable, accounts and notes payable, and revolving credit and variable interest rate 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 and variable rate debt is based upon current market rates. Applicable accounting guidance establishes a fair value hierarchy requiring 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 $128,375 , respectively, on December 31, 2015 . Fair values were based upon quoted market prices (level 1 inputs). Insurance contracts with values of $3,038 at December 31, 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 Prepaid and other current assets on the Consolidated Balance Sheets. Items Measured at Fair Value on a Recurring Basis At December 31, 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 $1,191 ( $1,000 cost basis) were included in Prepaid and other current assets on the Consolidated Balance Sheets. 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 2016, 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 US dollars. At December 31, 2015, Griffon had $24,401 of Australian dollar contracts at a weighted average rate of $1.375 , which qualified for hedge accounting. 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 are recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss) in Cost of goods and services. Accumulated other comprehensive income (loss) included deferred losses of $512 ( $333 , net of tax) at December 31, 2015 and gains of $404 were recorded in COGS during the quarter ended December 31, 2015 for all settled contracts. All contracts expire in 31 to 270 days. At December 31, 2015 , Griffon had $5,300 of Canadian dollar contracts at a weighted average rate of $1.38 . The contracts, which protect Canadian operations from currency fluctuations for U.S. dollar based purchases, do not qualify for hedge accounting. As of December 31, 2015 , a fair value gain of $101 was recorded in Other assets and to Other income for the outstanding contracts, based on similar contract values (level 2 inputs). All contracts expire in 29 to 270 days. |
ACQUISITIONS
ACQUISITIONS | 3 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS AND INVESTMENTS In December 2015, Telephonics invested an additional $2,726 increasing its equity stake from 26% to 49% in Mahindra Telephonics Integrated Systems (MTIS), a joint venture with Mahindra Defence Systems, a Mahindra Group Company. MTIS is an aerospace and defense manufacturing and development facility in Prithla, India. This investment is accounted for using the equity method. 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. |
INVENTORIES
INVENTORIES | 3 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories are stated at the lower of cost (first-in, first-out or average) or market. The following table details the components of inventory: At December 31, 2015 At September 30, 2015 Raw materials and supplies $ 81,022 $ 91,973 Work in process 74,023 70,811 Finished goods 179,417 163,025 Total $ 334,462 $ 325,809 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 3 Months Ended |
Dec. 31, 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 December 31, 2015 At September 30, 2015 Land, building and building improvements $ 128,830 $ 131,546 Machinery and equipment 755,939 747,194 Leasehold improvements 46,201 47,465 930,970 926,205 Accumulated depreciation and amortization (554,860 ) (546,233 ) Total $ 376,110 $ 379,972 Depreciation and amortization expense for property, plant and equipment was $15,209 and $15,279 for the quarters ended December 31, 2015 and 2014 , respectively. Depreciation included in SG&A expenses was $3,157 and $3,170 for the quarters ended December 31, 2015 and 2014, respectively. Remaining components of depreciation, attributable to manufacturing operations, are included in Cost of goods and services. No event or indicator of impairment occurred during the three months ended December 31, 2015 , which would require additional impairment testing of property, plant and equipment. |
GOODWILL AND OTHER INTANGIBLES
GOODWILL AND OTHER INTANGIBLES | 3 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLES | GOODWILL AND OTHER INTANGIBLES The following table provides changes in the carrying value of goodwill by segment during the three months ended December 31, 2015 : At September 30, 2015 Other At December 31, 2015 Home & Building Products $ 285,825 $ 753 $ 286,578 Telephonics 18,545 — 18,545 PPC 51,871 (582 ) 51,289 Total $ 356,241 $ 171 $ 356,412 The following table provides the gross carrying value and accumulated amortization for each major class of intangible assets: At December 31, 2015 At September 30, 2015 Gross Carrying Amount Accumulated Amortization Average Life (Years) Gross Carrying Amount Accumulated Amortization Customer relationships $ 167,816 $ 41,226 25 $ 168,560 $ 39,755 Unpatented technology 6,121 3,675 13 6,107 3,525 Total amortizable intangible assets 173,937 44,901 174,667 43,280 Trademarks 82,436 — 82,450 — Total intangible assets $ 256,373 $ 44,901 $ 257,117 $ 43,280 Amortization expense for intangible assets was $1,875 and $1,981 for the quarters ended December 31, 2015 and 2014, respectively. No event or indicator of impairment occurred during the three months ended December 31, 2015 , which would require impairment testing of long-lived intangible assets including goodwill. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The effective tax rate for the quarter ended December 31, 2015 was 35.6% compared to 37.8% in the comparable prior year quarter. The current and prior year tax rates reflect the impact of permanent differences not deductible in determining taxable income, changes in earnings mix between domestic and non-domestic operations, and tax reserves. The quarter ended December 31, 2015 included net tax benefits of $399 from discrete items primarily resulting from the retroactive extension of the federal R&D credit signed into law December 18, 2015. The comparable prior year quarter included $349 of discrete provisions that resulted from the provision for taxes on repatriation of foreign earnings, partially offset by the benefit of the retroactive extension of the federal R&D credit signed into law December 19, 2014, and release of a valuation allowance. Excluding discrete items, the effective tax rate for the quarter ended December 31, 2015 was 38.6% compared to 34.9% in the comparable prior year quarter. |
LONG-TERM DEBT
LONG-TERM DEBT | 3 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT At December 31, 2015 At September 30, 2015 Outstanding Balance Original Issuer Discount Capitalized Fees & Expenses Balance Sheet Coupon Interest Rate (1) Outstanding Balance Original Issuer Discount Capitalized Fees & Expenses Balance Sheet Coupon Interest Rate (1) Senior notes due 2022 (a) $ 600,000 $ — $ (7,942 ) $ 592,058 5.25 % $ 600,000 $ — $ (8,264 ) $ 591,736 5.25 % Revolver due 2020 (b) 95,000 — (1,914 ) 93,086 n/a 35,000 — (2,049 ) 32,951 n/a Convert. debt due 2017 (c) 100,000 (4,546 ) (480 ) 94,974 4.00 % 100,000 (5,594 ) (571 ) 93,835 4.00 % Real estate mortgages (d) 31,742 — (458 ) 31,284 n/a 32,280 — (470 ) 31,810 n/a ESOP Loans (e) 36,194 — (207 ) 35,987 n/a 36,744 — (224 ) 36,520 n/a Capital lease - real estate (f) 7,261 — (150 ) 7,111 5.00 % 7,524 — (156 ) 7,368 5.00 % Non U.S. lines of credit (g) 5,553 — (12 ) 5,541 n/a 8,934 — (3 ) 8,931 n/a Non U.S. term loans (g) 37,801 — (265 ) 37,536 n/a 39,142 — (299 ) 38,843 n/a Other long term debt (h) 3,640 — — 3,640 n/a 1,575 — — 1,575 n/a Totals 917,191 (4,546 ) (11,428 ) 901,217 861,199 (5,594 ) (12,036 ) 843,569 less: Current portion (15,189 ) — — (15,189 ) (16,593 ) — — (16,593 ) Long-term debt $ 902,002 $ (4,546 ) $ (11,428 ) $ 886,028 $ 844,606 $ (5,594 ) $ (12,036 ) $ 826,976 Three Months Ended December 31, 2015 Three Months Ended December 31, 2014 Effective Interest Rate (1) Cash Interest Amort. Debt Amort. Debt Issuance Costs Total Interest Expense Effective Interest Rate (1) Cash Interest Amort. Debt Amort. Total Interest Expense Senior notes due 2022 (a) 5.4 % 7,875 — 322 8,197 0.054 7,875 — 322 8,197 Revolver due 2020 (b) n/a 571 — 115 686 n/a 338 — 158 496 Convert. debt due 2017 (c) 9.0 % 1,000 1,048 111 2,159 9.0 % 1,000 962 111 2,073 Real estate mortgages (d) 3.3 % 151 — 12 163 3.9 % 124 — 36 160 ESOP Loans (e) 3.0 % 256 — 18 274 2.8 % 260 — 17 277 Capital lease - real estate (f) 5.4 % 93 — 6 99 5.3 % 106 — 6 112 Non U.S. lines of credit (g) n/a 259 — 24 283 n/a 141 — — 141 Non U.S. term loans (g) n/a 284 — 13 297 n/a 388 — 16 404 Other long term debt (h) n/a 19 — — 19 n/a 31 — — 31 Capitalized interest (156 ) — 2 (154 ) (143 ) — 6 (137 ) Totals $ 10,352 $ 1,048 $ 623 $ 12,023 $ 10,120 $ 962 $ 672 $ 11,754 (1) not applicable = n/a On February 27, 2014, in an unregistered offering through a private placement under Rule 144A, Griffon issued, at par, $600,000 of 5.25% Senior Notes due 2022 (“Senior Notes”); interest is payable semi-annually on March 1 and September 1. Proceeds from the Senior Notes were used to redeem $550,000 of 7.125% senior notes due 2018, to pay a call and tender offer premium of $31,530 and to make interest payments of $16,716 , with the balance used to pay a portion of the related transaction fees and expenses. In connection with the issuance of the Senior Notes, all obligations under the $550,000 of 7.125% senior notes due 2018 were discharged. 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 the Senior Notes approximated $570,000 on December 31, 2015 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 (the “Credit Agreement”) to increase the credit facility from $225,000 to $250,000 , extend its maturity date from March 28, 2019 to March 13, 2020 and modify certain other provisions of the facility. The facility includes a letter of credit 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 $100,000 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 ("ESOP") ranks pari passu with the lien granted on such assets under the Credit Agreement; see footnote (e) below). At December 31, 2015 , outstanding borrowings and standby letters of credit were $95,000 and $15,922 , respectively, under the Credit Agreement; $139,078 was available, subject to certain covenants, for borrowing at that date. (c) On December 21, 2009, Griffon issued $100,000 principal of 4% convertible subordinated notes due 2017 (the “2017 Notes”). The current conversion rate of the 2017 Notes is 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 42 nd trading day prior to maturity of the notes; and (iii) such time as the cumulative adjustment equals or exceeds 1% . As of December 31, 2015 , aggregate dividends since the last conversion price adjustment of $0.13 per share would have resulted in an adjustment to the conversion ratio of approximately 0.77% . At both December 31, 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 $128,375 on December 31, 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% . At December 31, 2015 , $31,284 was outstanding, net of issuance costs. (e) In December 2013, Griffon’s ESOP entered into an agreement that refinanced the two existing ESOP loans into one new Term Loan in the amount of $21,098 (the "Agreement"). The Agreement also provided for a Line Note with $10,000 available to purchase shares of Griffon common stock in the open market. In July 2014, Griffon's ESOP entered into an amendment to the existing Agreement which provided an additional $10,000 Line Note available to purchase shares in the open market. During 2014, the Line Notes were combined with the Term Loan to form one new Term Loan. The Term Loan bears interest at LIBOR plus 2.38% or the lender’s prime rate, at Griffon’s option. The Term Loan requires quarterly principal payments of $551 , with a balloon payment of approximately $30,137 due at maturity on December 31, 2018. During 2014, 1,591,117 shares of Griffon common stock, for a total of $20,000 or $12.57 per share, were purchased with proceeds from the Line Notes. 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 ( $5,463 as of December 31, 2015 ) revolving credit facility and a EUR 15,000 ( $16,389 as of December 31, 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 December 31, 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 13,750 ( $15,023 ) and the revolver had no borrowings outstanding at December 31, 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 Brazil maintains lines of credit of R $12,800 ( $3,278 as of December 31, 2015). Interest on borrowings accrues at a rate of Brazilian CDI plus 6.0% ( 20.14% at December 31, 2015 ). At December 31, 2015 there was approximately R $7,083 ( $1,814 as of December 31, 2015) 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 ( 1.73% LIBOR USD and 2.16% Bankers Acceptance Rate CDN as of December 31, 2015 ). The revolving facility matures in October 2016. Garant is required to maintain a certain minimum equity. At December 31, 2015 , there was CAD $5,184 ( $3,739 as of December 31, 2015) borrowed under the revolving credit facility with CAD $9,816 ( $7,079 as of December 31, 2015) available for borrowing. In December 2013 and May 2014, Griffon Australia Holdings Pty Ltd (formerly known as Northcote Holdings Australia 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 ( 4.86% at December 31, 2015 for each loan). As of December 31, 2015 , Griffon had an outstanding combined balance of AUD 31,249 ( $22,778 as of December 31, 2015) on the term loans, net of issuance costs. A subsidiary of Northcote Holdings Pty Ltd also maintains a line of credit of AUD 5,000 ( $3,644 as of December 31, 2015),which accrues interest at BBSY plus 2.50% per annum ( 4.56% at December 31, 2015). At December 31, 2015 , there were no outstanding borrowings under the line. 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 December 31, 2015 , Griffon and its subsidiaries were in compliance with the terms and covenants of all credit and loan agreements. |
EARNINGS PER SHARE (EPS)
EARNINGS PER SHARE (EPS) | 3 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE (EPS) | EARNINGS PER SHARE (EPS) Basic EPS (and diluted EPS in periods when a loss exists) was calculated by dividing income available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted EPS was calculated by dividing income available to common shareholders by the weighted average number of shares of common stock outstanding plus additional common shares that could be issued in connection with stock based compensation and upon the settlement of the 2017 Convertible notes. In the quarter ended December 31, 2015, the 2017 Notes were anti-dilutive due to the conversion price being greater than the weighted-average stock price during the periods presented. The following table is a reconciliation of the share amounts (in thousands) used in computing earnings per share: Three Months Ended December 31, 2015 2014 Weighted average shares outstanding - basic 41,968 46,310 Incremental shares from stock based compensation 2,195 1,826 Convertible debt due 2017 1,221 — Weighted average shares outstanding - diluted 45,384 48,136 Anti-dilutive options excluded from diluted EPS computation 419 582 Griffon has the intent and ability to settle the principal amount of the 2017 Notes in cash, and as such, the potential issuance of shares related to the principal amount of the 2017 Notes does not affect diluted shares. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 3 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY | SHAREHOLDERS’ EQUITY During the first quarter of 2016, the Board of Directors approved a quarterly cash dividend of $0.05 per share, paid on December 23, 2015 to shareholders of record as of close of business on December 3, 2015. During 2015, the Company paid quarterly cash dividends of $0.04 per share, totaling $0.16 per share for the year. Dividends paid on allocated shares in the ESOP were used to pay down the ESOP loan and recorded as a reduction in expense. A dividend payable was established for the holders of restricted stock and restricted stock units (collectively, "restricted share awards"); such dividends will be released upon vesting of the underlying restricted share awards. On January 28, 2016, the Board of Directors declared a quarterly cash dividend of $0.05 per share, payable on March 23, 2016 to shareholders of record as of the close of business on February 25, 2016. Compensation expense for restricted share awards is recognized ratably over the required service period based on the fair value of the grant, calculated as the number of shares granted multiplied by the stock price on the date of grant and, for performance shares, 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 SG&A expenses. On January 29, 2016, shareholders approved the Griffon Corporation 2016 Equity Incentive Plan ("Incentive Plan") under which awards of performance shares, performance units, stock options, stock appreciation rights, restricted shares, restricted stock units, deferred shares and other stock-based awards may be granted. 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 2,350,000 ( 600,000 of which may be issued as incentive stock options), plus (i) any shares reserved for issuance under the 2011 Equity Incentive Plan as of the effective date of the Incentive Plan, and (ii) any shares underlying awards outstanding on such effective date under the 2011 Incentive Plan that are subsequently canceled or forfeited (as of December 31, 2015 , 53,246 shares were available for grant under the 2011 Incentive Plan). All grants outstanding under former equity plans will continue under their terms; no additional awards will be granted under such former plans. During the first quarter of 2016, Griffon granted 372,243 shares of restricted stock and restricted stock units with a vesting period of three years , subject to certain performance conditions, with a total fair value of $6,425 , or a weighted average fair value of $17.26 per share. For the quarters ended December 31, 2015 and 2014, stock based compensation expense totaled $3,066 and $2,577 , respectively. During the quarter ended December 31, 2015 , 186,539 shares, with a market value of $3,552 or $19.04 per share, respectively, were withheld to settle employee taxes due to the vesting of restricted stock, and were added to treasury. On January 29, 2016, Griffon granted 605,000 shares of restricted stock to two senior executives with a vesting period of four years and a two year post-vesting holding period, subject to the achievement of certain absolute and relative performance conditions relating to the price of Griffon’s common stock. So long as the minimum performance condition is attained, the amount of shares that can vest will range from 220,000 to 605,000 . The total fair value of these restricted shares is approximately $5,000 . On March 20 2015, Griffon’s Board of Directors authorized the repurchase of up to $50,000 of Griffon’s outstanding common stock; on July 29, 2015, an additional $50,000 was authorized. Under both programs, the Company may purchase shares in the open market, including pursuant to a 10b5-1 plan, or in privately negotiated transactions. During the quarter ended December 31, 2015, Griffon purchased 432,419 shares of common stock under both the May 2014 and March 2015 programs, for a total of $7,230 or $16.72 per share. As of December 31, 2015, $50,696 in the aggregate remains under the March 2015 and July 2015 Board authorizations. From August 2011 to December 31, 2015, Griffon repurchased 12,739,196 shares of common stock, for a total of $160,362 or $12.59 per share, under Board authorized repurchase programs. In addition to repurchases under Board authorized programs, on December 10, 2013, Griffon repurchased 4,444,444 shares of its common stock for $50,000 , or $11.25 per share, from GS Direct, L.L.C. (“GS Direct”), an affiliate of The Goldman Sachs Group, Inc. 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. |
BUSINESS SEGMENTS
BUSINESS SEGMENTS | 3 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENTS | BUSINESS 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. Information on Griffon’s reportable segments is as follows: For the Three Months Ended December 31, REVENUE 2015 2014 Home & Building Products: AMES $ 118,290 $ 133,110 CBP 142,908 138,600 Home & Building Products 261,198 271,710 Telephonics 109,037 90,658 PPC 123,914 139,792 Total consolidated net sales $ 494,149 $ 502,160 The following table reconciles segment operating profit to income before taxes: For the Three Months Ended December 31, INCOME (LOSS) BEFORE TAXES 2015 2014 Segment operating profit: Home & Building Products $ 21,159 $ 16,369 Telephonics 7,813 7,517 PPC 6,017 8,020 Total segment operating profit 34,989 31,906 Net interest expense (12,012 ) (11,637 ) Unallocated amounts (9,628 ) (8,264 ) Income before taxes $ 13,349 $ 12,005 Griffon evaluates performance and allocates resources based on each segment's operating results before interest income and expense, income taxes, depreciation and amortization, unallocated amounts (mainly corporate overhead), restructuring charges, acquisition-related expenses, as applicable (“Segment adjusted EBITDA”). 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: For the Three Months Ended December 31, 2015 2014 Segment adjusted EBITDA: Home & Building Products $ 29,829 $ 24,470 Telephonics 10,344 10,032 PPC 11,785 14,551 Total Segment adjusted EBITDA 51,958 49,053 Net interest expense (12,012 ) (11,637 ) Segment depreciation and amortization (16,969 ) (17,147 ) Unallocated amounts (9,628 ) (8,264 ) Income before taxes $ 13,349 $ 12,005 Unallocated amounts typically include general corporate expenses not attributable to a reportable segment. For the Three Months Ended December 31, DEPRECIATION and AMORTIZATION 2015 2014 Segment: Home & Building Products $ 8,670 $ 8,101 Telephonics 2,531 2,515 PPC 5,768 6,531 Total segment depreciation and amortization 16,969 17,147 Corporate 115 113 Total consolidated depreciation and amortization $ 17,084 $ 17,260 CAPITAL EXPENDITURES Segment: Home & Building Products $ 17,280 $ 10,261 Telephonics 1,280 969 PPC 6,404 7,679 Total segment 24,964 18,909 Corporate 54 12 Total consolidated capital expenditures $ 25,018 $ 18,921 ASSETS At December 31, 2015 At September 30, 2015 Segment assets: Home & Building Products $ 1,052,909 $ 1,034,032 Telephonics 300,622 302,560 PPC 338,536 343,519 Total segment assets 1,692,067 1,680,111 Corporate 47,186 47,831 Total continuing assets 1,739,253 1,727,942 Assets of discontinued operations 3,936 3,491 Consolidated total $ 1,743,189 $ 1,731,433 |
DEFINED BENEFIT PENSION EXPENSE
DEFINED BENEFIT PENSION EXPENSE | 3 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
DEFINED BENEFIT PENSION EXPENSE | DEFINED BENEFIT PENSION EXPENSE Defined benefit pension expense (income) was as follows: Three Months Ended December 31, 2015 2014 Interest cost $ 2,080 $ 2,207 Expected return on plan assets (2,916 ) (2,932 ) Amortization: Prior service cost 4 4 Recognized actuarial loss 590 541 Net periodic expense (income) $ (242 ) $ (180 ) |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 3 Months Ended |
Dec. 31, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT 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 periods 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. In April 2015, the FASB issued guidance on simplifying the presentation of debt issuance costs. This guidance requires 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. In November 2015, the FASB issued guidance on simplifying the presentation of deferred income taxes, requiring deferred income tax liabilities and assets to be classified as non-current in the statement of financial position. This guidance may be applied retrospectively or prospectively to all annual and interim periods presented and is effective for the Company beginning in fiscal 2018; implementation of this guidance is not expected to have a material effect on the Company’s financial condition or results of operations. 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. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 3 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | DISCONTINUED OPERATIONS The following amounts related to the Installation Services segment, discontinued in 2008, and other businesses discontinued several years ago, which have been segregated from Griffon’s continuing operations, and are reported as assets and liabilities of discontinued operations in the condensed consolidated balance sheets: At December 31, 2015 At September 30, 2015 Assets of discontinued operations: Prepaid and other current assets $ 1,360 $ 1,316 Other long-term assets 2,576 2,175 Total assets of discontinued operations $ 3,936 $ 3,491 Liabilities of discontinued operations: Accrued liabilities, current $ 2,033 $ 2,229 Other long-term liabilities 3,634 3,379 Total liabilities of discontinued operations $ 5,667 $ 5,608 There was no Installation Services revenue or income for the three months ended December 31, 2015 or 2014. |
OTHER EXPENSE
OTHER EXPENSE | 3 Months Ended |
Dec. 31, 2015 | |
Other Income and Expenses [Abstract] | |
OTHER EXPENSE | OTHER EXPENSE For the quarters ended December 31, 2015 and 2014 , Other income (expense) included $431 and ($540) , respectively, of net 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 $192 and $46 , respectively, of net investment income. |
WARRANTY LIABILITY
WARRANTY LIABILITY | 3 Months Ended |
Dec. 31, 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 from the date of original purchase unless otherwise stated on the product or packaging. Changes in Griffon’s warranty liability, included in Accrued liabilities, were as follows: Three Months Ended December 31, 2015 2014 Balance, beginning of period $ 4,756 $ 4,935 Warranties issued and changes in estimated pre-existing warranties 917 948 Actual warranty costs incurred (895 ) (975 ) Balance, end of period $ 4,778 $ 4,908 |
OTHER COMPREHENSIVE INCOME (LOS
OTHER COMPREHENSIVE INCOME (LOSS) | 3 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
OTHER COMPREHENSIVE INCOME (LOSS) | OTHER COMPREHENSIVE INCOME (LOSS) The amounts recognized in other comprehensive income (loss) were as follows: Three Months Ended December 31, 2015 Three Months Ended December 31, 2014 Pre-tax Tax Net of tax Pre-tax Tax Net of tax Foreign currency translation adjustments $ (3,349 ) $ — $ (3,349 ) $ (15,500 ) $ — $ (15,500 ) Pension and other defined benefit plans 594 (208 ) 386 545 (192 ) 353 Cash flow hedge (1,450 ) 435 (1,015 ) (113 ) 39 (74 ) Available-for-sale securities $ — $ — $ — $ (1,515 ) $ 553 $ (962 ) Total other comprehensive income (loss) $ (4,205 ) $ 227 $ (3,978 ) $ (16,583 ) $ 400 $ (16,183 ) The components of Accumulated other comprehensive income (loss) are as follows: December 31, 2015 September 30, 2015 Foreign currency translation adjustments $ (63,527 ) $ (60,178 ) Pension and other defined benefit plans (31,306 ) (31,692 ) Cash flow hedge (333 ) 682 $ (95,166 ) $ (91,188 ) Amounts reclassified from accumulated other comprehensive income (loss) to income (loss) were as follows: For the Three Months Ended December 31, Gain (Loss) 2015 2014 Pension amortization $ (594 ) $ (545 ) Cash flow hedges 405 113 Total gain (loss) (189 ) (432 ) Tax benefit (expense) 87 153 Total $ (102 ) $ (279 ) |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES 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 in calendar 2016. The DEC is expected to issue a Record of Decision approving the selection of a remedial alternative in calendar 2016. Implementation of the selected remedial alternative is expected to occur in 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, Griffon is currently in discussions with the civil division of the U.S. Department of Justice regarding certain amounts the civil division has indicated it believes it is owed from Griffon with respect to certain U.S. government contracts in which Griffon acted as a subcontractor. No claim has been asserted against Griffon in connection with this matter, and Griffon believes that it does not have a material financial exposure in connection with this matter. 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. Operating Leases Griffon rents 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 $7,333 and $7,762 for the three months ending December 31, 2015 and 2014, respectively. Aggregate future minimum lease payments for operating leases at December 31, 2015 are $26,145 in 2016, $20,391 in 2017, $17,666 in 2018, $14,609 in 2019, $10,005 in 2020 and $9,294 thereafter. |
CONSOLIDATING GUARANTOR AND NON
CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION | 3 Months Ended |
Dec. 31, 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 December 31, 2015 and September 30, 2015 and for the three months ended December 31, 2015 and 2014 . The financial information may not necessarily be indicative of the results of operations or financial position of the guarantor companies or non-guarantor companies had they 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 December 31, 2015 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CURRENT ASSETS Cash and equivalents $ 3,589 $ 12,108 $ 34,271 $ — $ 49,968 Accounts receivable, net of allowances — 173,229 56,542 (23,889 ) 205,882 Contract costs and recognized income not yet billed, net of progress payments — 122,655 268 — 122,923 Inventories, net — 262,064 72,398 — 334,462 Prepaid and other current assets 20,530 28,850 11,782 (4,336 ) 56,826 Assets of discontinued operations — — 1,360 — 1,360 Total Current Assets 24,119 598,906 176,621 (28,225 ) 771,421 PROPERTY, PLANT AND EQUIPMENT, net 1,064 283,657 91,389 — 376,110 GOODWILL — 284,875 71,537 — 356,412 INTANGIBLE ASSETS, net — 151,299 60,173 — 211,472 INTERCOMPANY RECEIVABLE 575,596 974,449 273,821 (1,823,866 ) — EQUITY INVESTMENTS IN SUBSIDIARIES 752,342 642,949 1,746,165 (3,141,456 ) — OTHER ASSETS 42,072 33,002 9,444 (59,320 ) 25,198 ASSETS OF DISCONTINUED OPERATIONS — — 2,576 — 2,576 Total Assets $ 1,395,193 $ 2,969,137 $ 2,431,726 $ (5,052,867 ) $ 1,743,189 CURRENT LIABILITIES Notes payable and current portion of long-term debt $ 2,202 $ 2,287 $ 10,700 $ — $ 15,189 Accounts payable and accrued liabilities 33,681 185,267 68,020 (23,609 ) 263,359 Liabilities of discontinued operations — 2,033 — 2,033 Total Current Liabilities 35,883 187,554 80,753 (23,609 ) 280,581 LONG-TERM DEBT, net 813,902 20,373 51,753 — 886,028 INTERCOMPANY PAYABLES 58,957 949,455 787,779 (1,796,191 ) — OTHER LIABILITIES 58,072 125,825 26,840 (66,170 ) 144,567 LIABILITIES OF DISCONTINUED OPERATIONS — — 3,634 — 3,634 Total Liabilities 966,814 1,283,207 950,759 (1,885,970 ) 1,314,810 SHAREHOLDERS’ EQUITY 428,379 1,685,930 1,480,967 (3,166,897 ) 428,379 Total Liabilities and Shareholders’ Equity $ 1,395,193 $ 2,969,137 $ 2,431,726 $ (5,052,867 ) $ 1,743,189 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 STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Three Months Ended December 31, 2015 ($ in thousands) Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 389,260 $ 112,732 $ (7,843 ) $ 494,149 Cost of goods and services — 298,384 87,896 (8,236 ) 378,044 Gross profit — 90,876 24,836 393 116,105 Selling, general and administrative expenses 6,397 65,948 19,046 (92 ) 91,299 Total operating expenses 6,397 65,948 19,046 (92 ) 91,299 Income (loss) from operations (6,397 ) 24,928 5,790 485 24,806 Other income (expense) Interest income (expense), net (2,256 ) (7,789 ) (1,967 ) — (12,012 ) Other, net 193 1,016 (169 ) (485 ) 555 Total other income (expense) (2,063 ) (6,773 ) (2,136 ) (485 ) (11,457 ) Income (loss) before taxes (8,460 ) 18,155 3,654 — 13,349 Provision (benefit) for income taxes (5,797 ) 8,817 1,733 — 4,753 Income (loss) before equity in net income of subsidiaries (2,663 ) 9,338 1,921 — 8,596 Equity in net income (loss) of subsidiaries 11,259 1,929 9,338 (22,526 ) — Net income (loss) $ 8,596 $ 11,267 $ 11,259 $ (22,526 ) $ 8,596 Net Income (loss) $ 8,596 $ 11,267 $ 11,259 $ (22,526 ) $ 8,596 Other comprehensive income (loss), net of taxes (3,978 ) 139 (4,117 ) 3,978 (3,978 ) Comprehensive income (loss) $ 4,618 $ 11,406 $ 7,142 $ (18,548 ) $ 4,618 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Three Months Ended December 31, 2014 ($ in thousands) Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 378,114 $ 138,881 $ (14,835 ) $ 502,160 Cost of goods and services — 289,370 108,274 (13,473 ) 384,171 Gross profit — 88,744 30,607 (1,362 ) 117,989 Selling, general and administrative expenses 5,520 69,557 20,099 (1,280 ) 93,896 Income (loss) from operations (5,520 ) 19,187 10,508 (82 ) 24,093 Other income (expense) Interest income (expense), net (1,904 ) (7,427 ) (2,306 ) — (11,637 ) Other, net 46 1,295 (1,874 ) 82 (451 ) Total other income (expense) (1,858 ) (6,132 ) (4,180 ) 82 (12,088 ) Income (loss) before taxes (7,378 ) 13,055 6,328 — 12,005 Provision (benefit) for income taxes (3,481 ) 7,737 278 — 4,534 Income (loss) before equity in net income of subsidiaries (3,897 ) 5,318 6,050 — 7,471 Equity in net income (loss) of subsidiaries 11,368 6,036 5,318 (22,722 ) — Net income (loss) $ 7,471 $ 11,354 $ 11,368 $ (22,722 ) $ 7,471 Net Income (loss) $ 7,471 $ 11,354 $ 11,368 $ (22,722 ) $ 7,471 Other comprehensive income (loss), net of taxes (16,183 ) (4,580 ) (10,831 ) 15,411 (16,183 ) Comprehensive income (loss) $ (8,712 ) $ 6,774 $ 537 $ (7,311 ) $ (8,712 ) CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Three Months Ended December 31, 2015 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 8,596 $ 11,267 $ 11,259 $ (22,526 ) $ 8,596 Net cash provided by (used in) operating activities: (48,165 ) 29,701 (1,132 ) — (19,596 ) CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (54 ) (22,017 ) (2,947 ) — (25,018 ) Investment in unconsolidated joint venture — (2,726 ) — — (2,726 ) Proceeds from sale of investments 715 — — 715 Proceeds from sale of assets — 472 12 — 484 Net cash provided by (used in) investing activities 661 (24,271 ) (2,935 ) — (26,545 ) CASH FLOWS FROM FINANCING ACTIVITIES: Purchase of shares for treasury (10,910 ) — — — (10,910 ) Proceeds from long-term debt 62,000 2,215 15,659 — 79,874 Payments of long-term debt (2,551 ) (524 ) (21,051 ) — (24,126 ) Change in short-term borrowings — — (147 ) — (147 ) Tax benefit from exercise/vesting of equity awards, net 2,291 — — — 2,291 Dividends paid (2,281 ) — — — (2,281 ) Other, net 104 (5,684 ) 5,684 — 104 Net cash provided by (used in) financing activities 48,653 (3,993 ) 145 — 44,805 CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash used in discontinued operations — — (387 ) — (387 ) Effect of exchange rate changes on cash and equivalents — — (310 ) — (310 ) NET DECREASE IN CASH AND EQUIVALENTS 1,149 1,437 (4,619 ) — (2,033 ) CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 2,440 10,671 38,890 — 52,001 CASH AND EQUIVALENTS AT END OF PERIOD $ 3,589 $ 12,108 $ 34,271 $ — $ 49,968 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Three Months Ended December 31, 2014 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 7,471 $ 11,354 $ 11,368 $ (22,722 ) $ 7,471 Net cash provided by (used in) operating activities: 1,703 (19,874 ) 10,121 — (8,050 ) CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (12 ) (16,534 ) (2,375 ) — (18,921 ) Intercompany distributions 10,000 (10,000 ) — — — Proceeds from sale of assets — 5 102 — 107 Net cash provided by (used in) investing activities 9,988 (26,529 ) (2,273 ) — (18,814 ) CASH FLOWS FROM FINANCING ACTIVITIES: Purchase of shares for treasury (13,170 ) — — — (13,170 ) Proceeds from long-term debt 10,000 — 279 — 10,279 Payments of long-term debt (10,551 ) (432 ) (312 ) — (11,295 ) Change in short-term borrowings — — (1,201 ) — (1,201 ) Financing costs (29 ) — — — (29 ) Tax benefit from exercise/vesting of equity awards, net 342 — — — 342 Dividends paid (1,910 ) — — — (1,910 ) Other, net 102 21,832 (21,832 ) — 102 Net cash provided by (used in) financing activities (15,216 ) 21,400 (23,066 ) — (16,882 ) CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash used in discontinued operations — — (380 ) — (380 ) Effect of exchange rate changes on cash and equivalents — — (1,713 ) — (1,713 ) NET DECREASE IN CASH AND EQUIVALENTS (3,525 ) (25,003 ) (17,311 ) — (45,839 ) CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 6,813 31,522 54,070 — 92,405 CASH AND EQUIVALENTS AT END OF PERIOD $ 3,288 $ 6,519 $ 36,759 $ — $ 46,566 |
DESCRIPTION OF BUSINESS AND B26
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these financial statements do not include all the information and footnotes required by U.S. GAAP for complete financial statements. As such, they should be read with reference to Griffon’s Annual Report on Form 10-K for the year ended September 30, 2015 , which provides a more complete explanation of Griffon’s accounting policies, financial position, operating results, business properties and other matters. In the opinion of management, these financial statements reflect all adjustments considered necessary for a fair statement of interim results. Griffon’s HBP operations are seasonal; for this and other reasons, the financial results of the Company for any interim period are not necessarily indicative of the results for the full year. The condensed consolidated balance sheet information at September 30, 2015 was derived from the audited financial statements included in Griffon’s Annual Report on Form 10-K for the year ended September 30, 2015 . The consolidated financial statements include the accounts of Griffon and all subsidiaries. Intercompany accounts and transactions have been eliminated on consolidation. The preparation of financial statements in conformity with U.S. GAAP 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 and 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. Certain amounts in the prior year may have been reclassified to conform to current year presentation. |
Fair Value Measurements | FAIR VALUE MEASUREMENTS The carrying values of cash and equivalents, accounts receivable, accounts and notes payable, and revolving credit and variable interest rate 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 and variable rate debt is based upon current market rates. Applicable accounting guidance establishes a fair value hierarchy requiring 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 $128,375 , respectively, on December 31, 2015 . Fair values were based upon quoted market prices (level 1 inputs). Insurance contracts with values of $3,038 at December 31, 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 Prepaid and other current assets on the Consolidated Balance Sheets. Items Measured at Fair Value on a Recurring Basis At December 31, 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 $1,191 ( $1,000 cost basis) were included in Prepaid and other current assets on the Consolidated Balance Sheets. 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 2016, 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 US dollars. At December 31, 2015, Griffon had $24,401 of Australian dollar contracts at a weighted average rate of $1.375 , which qualified for hedge accounting. 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 are recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss) in Cost of goods and services. Accumulated other comprehensive income (loss) included deferred losses of $512 ( $333 , net of tax) at December 31, 2015 and gains of $404 were recorded in COGS during the quarter ended December 31, 2015 for all settled contracts. All contracts expire in 31 to 270 days. At December 31, 2015 , Griffon had $5,300 of Canadian dollar contracts at a weighted average rate of $1.38 . The contracts, which protect Canadian operations from currency fluctuations for U.S. dollar based purchases, do not qualify for hedge accounting. As of December 31, 2015 , a fair value gain of $101 was recorded in Other assets and to Other income for the outstanding contracts, based on similar contract values (level 2 inputs). All contracts expire in 29 to 270 days. |
Inventories | Inventories are stated at the lower of cost (first-in, first-out or average) or market. |
New 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 periods 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. In April 2015, the FASB issued guidance on simplifying the presentation of debt issuance costs. This guidance requires 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. In November 2015, the FASB issued guidance on simplifying the presentation of deferred income taxes, requiring deferred income tax liabilities and assets to be classified as non-current in the statement of financial position. This guidance may be applied retrospectively or prospectively to all annual and interim periods presented and is effective for the Company beginning in fiscal 2018; implementation of this guidance is not expected to have a material effect on the Company’s financial condition or results of operations. 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) | 3 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | ACQUISITIONS AND INVESTMENTS In December 2015, Telephonics invested an additional $2,726 increasing its equity stake from 26% to 49% in Mahindra Telephonics Integrated Systems (MTIS), a joint venture with Mahindra Defence Systems, a Mahindra Group Company. MTIS is an aerospace and defense manufacturing and development facility in Prithla, India. This investment is accounted for using the equity method. 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. |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | The following table details the components of inventory: At December 31, 2015 At September 30, 2015 Raw materials and supplies $ 81,022 $ 91,973 Work in process 74,023 70,811 Finished goods 179,417 163,025 Total $ 334,462 $ 325,809 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | The following table details the components of property, plant and equipment, net: At December 31, 2015 At September 30, 2015 Land, building and building improvements $ 128,830 $ 131,546 Machinery and equipment 755,939 747,194 Leasehold improvements 46,201 47,465 930,970 926,205 Accumulated depreciation and amortization (554,860 ) (546,233 ) Total $ 376,110 $ 379,972 |
GOODWILL AND OTHER INTANGIBLES
GOODWILL AND OTHER INTANGIBLES (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table provides changes in the carrying value of goodwill by segment during the three months ended December 31, 2015 : At September 30, 2015 Other At December 31, 2015 Home & Building Products $ 285,825 $ 753 $ 286,578 Telephonics 18,545 — 18,545 PPC 51,871 (582 ) 51,289 Total $ 356,241 $ 171 $ 356,412 |
Schedule Of Identifiable Intangible Assets | The following table provides the gross carrying value and accumulated amortization for each major class of intangible assets: At December 31, 2015 At September 30, 2015 Gross Carrying Amount Accumulated Amortization Average Life (Years) Gross Carrying Amount Accumulated Amortization Customer relationships $ 167,816 $ 41,226 25 $ 168,560 $ 39,755 Unpatented technology 6,121 3,675 13 6,107 3,525 Total amortizable intangible assets 173,937 44,901 174,667 43,280 Trademarks 82,436 — 82,450 — Total intangible assets $ 256,373 $ 44,901 $ 257,117 $ 43,280 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | At December 31, 2015 At September 30, 2015 Outstanding Balance Original Issuer Discount Capitalized Fees & Expenses Balance Sheet Coupon Interest Rate (1) Outstanding Balance Original Issuer Discount Capitalized Fees & Expenses Balance Sheet Coupon Interest Rate (1) Senior notes due 2022 (a) $ 600,000 $ — $ (7,942 ) $ 592,058 5.25 % $ 600,000 $ — $ (8,264 ) $ 591,736 5.25 % Revolver due 2020 (b) 95,000 — (1,914 ) 93,086 n/a 35,000 — (2,049 ) 32,951 n/a Convert. debt due 2017 (c) 100,000 (4,546 ) (480 ) 94,974 4.00 % 100,000 (5,594 ) (571 ) 93,835 4.00 % Real estate mortgages (d) 31,742 — (458 ) 31,284 n/a 32,280 — (470 ) 31,810 n/a ESOP Loans (e) 36,194 — (207 ) 35,987 n/a 36,744 — (224 ) 36,520 n/a Capital lease - real estate (f) 7,261 — (150 ) 7,111 5.00 % 7,524 — (156 ) 7,368 5.00 % Non U.S. lines of credit (g) 5,553 — (12 ) 5,541 n/a 8,934 — (3 ) 8,931 n/a Non U.S. term loans (g) 37,801 — (265 ) 37,536 n/a 39,142 — (299 ) 38,843 n/a Other long term debt (h) 3,640 — — 3,640 n/a 1,575 — — 1,575 n/a Totals 917,191 (4,546 ) (11,428 ) 901,217 861,199 (5,594 ) (12,036 ) 843,569 less: Current portion (15,189 ) — — (15,189 ) (16,593 ) — — (16,593 ) Long-term debt $ 902,002 $ (4,546 ) $ (11,428 ) $ 886,028 $ 844,606 $ (5,594 ) $ (12,036 ) $ 826,976 On February 27, 2014, in an unregistered offering through a private placement under Rule 144A, Griffon issued, at par, $600,000 of 5.25% Senior Notes due 2022 (“Senior Notes”); interest is payable semi-annually on March 1 and September 1. Proceeds from the Senior Notes were used to redeem $550,000 of 7.125% senior notes due 2018, to pay a call and tender offer premium of $31,530 and to make interest payments of $16,716 , with the balance used to pay a portion of the related transaction fees and expenses. In connection with the issuance of the Senior Notes, all obligations under the $550,000 of 7.125% senior notes due 2018 were discharged. 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 the Senior Notes approximated $570,000 on December 31, 2015 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 (the “Credit Agreement”) to increase the credit facility from $225,000 to $250,000 , extend its maturity date from March 28, 2019 to March 13, 2020 and modify certain other provisions of the facility. The facility includes a letter of credit 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 $100,000 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 ("ESOP") ranks pari passu with the lien granted on such assets under the Credit Agreement; see footnote (e) below). At December 31, 2015 , outstanding borrowings and standby letters of credit were $95,000 and $15,922 , respectively, under the Credit Agreement; $139,078 was available, subject to certain covenants, for borrowing at that date. (c) On December 21, 2009, Griffon issued $100,000 principal of 4% convertible subordinated notes due 2017 (the “2017 Notes”). The current conversion rate of the 2017 Notes is 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 42 nd trading day prior to maturity of the notes; and (iii) such time as the cumulative adjustment equals or exceeds 1% . As of December 31, 2015 , aggregate dividends since the last conversion price adjustment of $0.13 per share would have resulted in an adjustment to the conversion ratio of approximately 0.77% . At both December 31, 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 $128,375 on December 31, 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% . At December 31, 2015 , $31,284 was outstanding, net of issuance costs. (e) In December 2013, Griffon’s ESOP entered into an agreement that refinanced the two existing ESOP loans into one new Term Loan in the amount of $21,098 (the "Agreement"). The Agreement also provided for a Line Note with $10,000 available to purchase shares of Griffon common stock in the open market. In July 2014, Griffon's ESOP entered into an amendment to the existing Agreement which provided an additional $10,000 Line Note available to purchase shares in the open market. During 2014, the Line Notes were combined with the Term Loan to form one new Term Loan. The Term Loan bears interest at LIBOR plus 2.38% or the lender’s prime rate, at Griffon’s option. The Term Loan requires quarterly principal payments of $551 , with a balloon payment of approximately $30,137 due at maturity on December 31, 2018. During 2014, 1,591,117 shares of Griffon common stock, for a total of $20,000 or $12.57 per share, were purchased with proceeds from the Line Notes. 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 ( $5,463 as of December 31, 2015 ) revolving credit facility and a EUR 15,000 ( $16,389 as of December 31, 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 December 31, 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 13,750 ( $15,023 ) and the revolver had no borrowings outstanding at December 31, 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 Brazil maintains lines of credit of R $12,800 ( $3,278 as of December 31, 2015). Interest on borrowings accrues at a rate of Brazilian CDI plus 6.0% ( 20.14% at December 31, 2015 ). At December 31, 2015 there was approximately R $7,083 ( $1,814 as of December 31, 2015) 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 ( 1.73% LIBOR USD and 2.16% Bankers Acceptance Rate CDN as of December 31, 2015 ). The revolving facility matures in October 2016. Garant is required to maintain a certain minimum equity. At December 31, 2015 , there was CAD $5,184 ( $3,739 as of December 31, 2015) borrowed under the revolving credit facility with CAD $9,816 ( $7,079 as of December 31, 2015) available for borrowing. In December 2013 and May 2014, Griffon Australia Holdings Pty Ltd (formerly known as Northcote Holdings Australia 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 ( 4.86% at December 31, 2015 for each loan). As of December 31, 2015 , Griffon had an outstanding combined balance of AUD 31,249 ( $22,778 as of December 31, 2015) on the term loans, net of issuance costs. A subsidiary of Northcote Holdings Pty Ltd also maintains a line of credit of AUD 5,000 ( $3,644 as of December 31, 2015),which accrues interest at BBSY plus 2.50% per annum ( 4.56% at December 31, 2015). At December 31, 2015 , there were no outstanding borrowings under the line. 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. |
Schedule of Interest Expense For Long Term Debt | Three Months Ended December 31, 2015 Three Months Ended December 31, 2014 Effective Interest Rate (1) Cash Interest Amort. Debt Amort. Debt Issuance Costs Total Interest Expense Effective Interest Rate (1) Cash Interest Amort. Debt Amort. Total Interest Expense Senior notes due 2022 (a) 5.4 % 7,875 — 322 8,197 0.054 7,875 — 322 8,197 Revolver due 2020 (b) n/a 571 — 115 686 n/a 338 — 158 496 Convert. debt due 2017 (c) 9.0 % 1,000 1,048 111 2,159 9.0 % 1,000 962 111 2,073 Real estate mortgages (d) 3.3 % 151 — 12 163 3.9 % 124 — 36 160 ESOP Loans (e) 3.0 % 256 — 18 274 2.8 % 260 — 17 277 Capital lease - real estate (f) 5.4 % 93 — 6 99 5.3 % 106 — 6 112 Non U.S. lines of credit (g) n/a 259 — 24 283 n/a 141 — — 141 Non U.S. term loans (g) n/a 284 — 13 297 n/a 388 — 16 404 Other long term debt (h) n/a 19 — — 19 n/a 31 — — 31 Capitalized interest (156 ) — 2 (154 ) (143 ) — 6 (137 ) Totals $ 10,352 $ 1,048 $ 623 $ 12,023 $ 10,120 $ 962 $ 672 $ 11,754 (1) not applicable = n/a On February 27, 2014, in an unregistered offering through a private placement under Rule 144A, Griffon issued, at par, $600,000 of 5.25% Senior Notes due 2022 (“Senior Notes”); interest is payable semi-annually on March 1 and September 1. Proceeds from the Senior Notes were used to redeem $550,000 of 7.125% senior notes due 2018, to pay a call and tender offer premium of $31,530 and to make interest payments of $16,716 , with the balance used to pay a portion of the related transaction fees and expenses. In connection with the issuance of the Senior Notes, all obligations under the $550,000 of 7.125% senior notes due 2018 were discharged. 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 the Senior Notes approximated $570,000 on December 31, 2015 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 (the “Credit Agreement”) to increase the credit facility from $225,000 to $250,000 , extend its maturity date from March 28, 2019 to March 13, 2020 and modify certain other provisions of the facility. The facility includes a letter of credit 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 $100,000 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 ("ESOP") ranks pari passu with the lien granted on such assets under the Credit Agreement; see footnote (e) below). At December 31, 2015 , outstanding borrowings and standby letters of credit were $95,000 and $15,922 , respectively, under the Credit Agreement; $139,078 was available, subject to certain covenants, for borrowing at that date. (c) On December 21, 2009, Griffon issued $100,000 principal of 4% convertible subordinated notes due 2017 (the “2017 Notes”). The current conversion rate of the 2017 Notes is 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 42 nd trading day prior to maturity of the notes; and (iii) such time as the cumulative adjustment equals or exceeds 1% . As of December 31, 2015 , aggregate dividends since the last conversion price adjustment of $0.13 per share would have resulted in an adjustment to the conversion ratio of approximately 0.77% . At both December 31, 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 $128,375 on December 31, 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% . At December 31, 2015 , $31,284 was outstanding, net of issuance costs. (e) In December 2013, Griffon’s ESOP entered into an agreement that refinanced the two existing ESOP loans into one new Term Loan in the amount of $21,098 (the "Agreement"). The Agreement also provided for a Line Note with $10,000 available to purchase shares of Griffon common stock in the open market. In July 2014, Griffon's ESOP entered into an amendment to the existing Agreement which provided an additional $10,000 Line Note available to purchase shares in the open market. During 2014, the Line Notes were combined with the Term Loan to form one new Term Loan. The Term Loan bears interest at LIBOR plus 2.38% or the lender’s prime rate, at Griffon’s option. The Term Loan requires quarterly principal payments of $551 , with a balloon payment of approximately $30,137 due at maturity on December 31, 2018. During 2014, 1,591,117 shares of Griffon common stock, for a total of $20,000 or $12.57 per share, were purchased with proceeds from the Line Notes. 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 ( $5,463 as of December 31, 2015 ) revolving credit facility and a EUR 15,000 ( $16,389 as of December 31, 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 December 31, 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 13,750 ( $15,023 ) and the revolver had no borrowings outstanding at December 31, 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 Brazil maintains lines of credit of R $12,800 ( $3,278 as of December 31, 2015). Interest on borrowings accrues at a rate of Brazilian CDI plus 6.0% ( 20.14% at December 31, 2015 ). At December 31, 2015 there was approximately R $7,083 ( $1,814 as of December 31, 2015) 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 ( 1.73% LIBOR USD and 2.16% Bankers Acceptance Rate CDN as of December 31, 2015 ). The revolving facility matures in October 2016. Garant is required to maintain a certain minimum equity. At December 31, 2015 , there was CAD $5,184 ( $3,739 as of December 31, 2015) borrowed under the revolving credit facility with CAD $9,816 ( $7,079 as of December 31, 2015) available for borrowing. In December 2013 and May 2014, Griffon Australia Holdings Pty Ltd (formerly known as Northcote Holdings Australia 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 ( 4.86% at December 31, 2015 for each loan). As of December 31, 2015 , Griffon had an outstanding combined balance of AUD 31,249 ( $22,778 as of December 31, 2015) on the term loans, net of issuance costs. A subsidiary of Northcote Holdings Pty Ltd also maintains a line of credit of AUD 5,000 ( $3,644 as of December 31, 2015),which accrues interest at BBSY plus 2.50% per annum ( 4.56% at December 31, 2015). At December 31, 2015 , there were no outstanding borrowings under the line. 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. |
EARNINGS PER SHARE (EPS) (Table
EARNINGS PER SHARE (EPS) (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table is a reconciliation of the share amounts (in thousands) used in computing earnings per share: Three Months Ended December 31, 2015 2014 Weighted average shares outstanding - basic 41,968 46,310 Incremental shares from stock based compensation 2,195 1,826 Convertible debt due 2017 1,221 — Weighted average shares outstanding - diluted 45,384 48,136 Anti-dilutive options excluded from diluted EPS computation 419 582 |
BUSINESS SEGMENTS (Tables)
BUSINESS SEGMENTS (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Information on Griffon’s reportable segments is as follows: For the Three Months Ended December 31, REVENUE 2015 2014 Home & Building Products: AMES $ 118,290 $ 133,110 CBP 142,908 138,600 Home & Building Products 261,198 271,710 Telephonics 109,037 90,658 PPC 123,914 139,792 Total consolidated net sales $ 494,149 $ 502,160 The following table reconciles segment operating profit to income before taxes: For the Three Months Ended December 31, INCOME (LOSS) BEFORE TAXES 2015 2014 Segment operating profit: Home & Building Products $ 21,159 $ 16,369 Telephonics 7,813 7,517 PPC 6,017 8,020 Total segment operating profit 34,989 31,906 Net interest expense (12,012 ) (11,637 ) Unallocated amounts (9,628 ) (8,264 ) Income before taxes $ 13,349 $ 12,005 The following table provides a reconciliation of Segment adjusted EBITDA to Income (loss) before taxes: For the Three Months Ended December 31, 2015 2014 Segment adjusted EBITDA: Home & Building Products $ 29,829 $ 24,470 Telephonics 10,344 10,032 PPC 11,785 14,551 Total Segment adjusted EBITDA 51,958 49,053 Net interest expense (12,012 ) (11,637 ) Segment depreciation and amortization (16,969 ) (17,147 ) Unallocated amounts (9,628 ) (8,264 ) Income before taxes $ 13,349 $ 12,005 Unallocated amounts typically include general corporate expenses not attributable to a reportable segment. For the Three Months Ended December 31, DEPRECIATION and AMORTIZATION 2015 2014 Segment: Home & Building Products $ 8,670 $ 8,101 Telephonics 2,531 2,515 PPC 5,768 6,531 Total segment depreciation and amortization 16,969 17,147 Corporate 115 113 Total consolidated depreciation and amortization $ 17,084 $ 17,260 CAPITAL EXPENDITURES Segment: Home & Building Products $ 17,280 $ 10,261 Telephonics 1,280 969 PPC 6,404 7,679 Total segment 24,964 18,909 Corporate 54 12 Total consolidated capital expenditures $ 25,018 $ 18,921 |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | ASSETS At December 31, 2015 At September 30, 2015 Segment assets: Home & Building Products $ 1,052,909 $ 1,034,032 Telephonics 300,622 302,560 PPC 338,536 343,519 Total segment assets 1,692,067 1,680,111 Corporate 47,186 47,831 Total continuing assets 1,739,253 1,727,942 Assets of discontinued operations 3,936 3,491 Consolidated total $ 1,743,189 $ 1,731,433 |
DEFINED BENEFIT PENSION EXPEN34
DEFINED BENEFIT PENSION EXPENSE (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of Defined Benefit Plans Disclosures | Defined benefit pension expense (income) was as follows: Three Months Ended December 31, 2015 2014 Interest cost $ 2,080 $ 2,207 Expected return on plan assets (2,916 ) (2,932 ) Amortization: Prior service cost 4 4 Recognized actuarial loss 590 541 Net periodic expense (income) $ (242 ) $ (180 ) |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 3 Months Ended |
Dec. 31, 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 to the Installation Services segment, discontinued in 2008, and other businesses discontinued several years ago, which have been segregated from Griffon’s continuing operations, and are reported as assets and liabilities of discontinued operations in the condensed consolidated balance sheets: At December 31, 2015 At September 30, 2015 Assets of discontinued operations: Prepaid and other current assets $ 1,360 $ 1,316 Other long-term assets 2,576 2,175 Total assets of discontinued operations $ 3,936 $ 3,491 Liabilities of discontinued operations: Accrued liabilities, current $ 2,033 $ 2,229 Other long-term liabilities 3,634 3,379 Total liabilities of discontinued operations $ 5,667 $ 5,608 |
WARRANTY LIABILITY (Tables)
WARRANTY LIABILITY (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Product Warranties Disclosures [Abstract] | |
Schedule of Product Warranty Liability | Changes in Griffon’s warranty liability, included in Accrued liabilities, were as follows: Three Months Ended December 31, 2015 2014 Balance, beginning of period $ 4,756 $ 4,935 Warranties issued and changes in estimated pre-existing warranties 917 948 Actual warranty costs incurred (895 ) (975 ) Balance, end of period $ 4,778 $ 4,908 |
OTHER COMPREHENSIVE INCOME (L37
OTHER COMPREHENSIVE INCOME (LOSS) (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Comprehensive Income (Loss) | The amounts recognized in other comprehensive income (loss) were as follows: Three Months Ended December 31, 2015 Three Months Ended December 31, 2014 Pre-tax Tax Net of tax Pre-tax Tax Net of tax Foreign currency translation adjustments $ (3,349 ) $ — $ (3,349 ) $ (15,500 ) $ — $ (15,500 ) Pension and other defined benefit plans 594 (208 ) 386 545 (192 ) 353 Cash flow hedge (1,450 ) 435 (1,015 ) (113 ) 39 (74 ) Available-for-sale securities $ — $ — $ — $ (1,515 ) $ 553 $ (962 ) Total other comprehensive income (loss) $ (4,205 ) $ 227 $ (3,978 ) $ (16,583 ) $ 400 $ (16,183 ) The components of Accumulated other comprehensive income (loss) are as follows: December 31, 2015 September 30, 2015 Foreign currency translation adjustments $ (63,527 ) $ (60,178 ) Pension and other defined benefit plans (31,306 ) (31,692 ) Cash flow hedge (333 ) 682 $ (95,166 ) $ (91,188 ) |
Reclassification out of Accumulated Other Comprehensive Income | Amounts reclassified from accumulated other comprehensive income (loss) to income (loss) were as follows: For the Three Months Ended December 31, Gain (Loss) 2015 2014 Pension amortization $ (594 ) $ (545 ) Cash flow hedges 405 113 Total gain (loss) (189 ) (432 ) Tax benefit (expense) 87 153 Total $ (102 ) $ (279 ) |
CONSOLIDATING GUARANTOR AND N38
CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Consolidating Guarantor And Non Guarantor Financial Information [Abstract] | |
Condensed Balance Sheet | CONDENSED CONSOLIDATING BALANCE SHEETS At December 31, 2015 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CURRENT ASSETS Cash and equivalents $ 3,589 $ 12,108 $ 34,271 $ — $ 49,968 Accounts receivable, net of allowances — 173,229 56,542 (23,889 ) 205,882 Contract costs and recognized income not yet billed, net of progress payments — 122,655 268 — 122,923 Inventories, net — 262,064 72,398 — 334,462 Prepaid and other current assets 20,530 28,850 11,782 (4,336 ) 56,826 Assets of discontinued operations — — 1,360 — 1,360 Total Current Assets 24,119 598,906 176,621 (28,225 ) 771,421 PROPERTY, PLANT AND EQUIPMENT, net 1,064 283,657 91,389 — 376,110 GOODWILL — 284,875 71,537 — 356,412 INTANGIBLE ASSETS, net — 151,299 60,173 — 211,472 INTERCOMPANY RECEIVABLE 575,596 974,449 273,821 (1,823,866 ) — EQUITY INVESTMENTS IN SUBSIDIARIES 752,342 642,949 1,746,165 (3,141,456 ) — OTHER ASSETS 42,072 33,002 9,444 (59,320 ) 25,198 ASSETS OF DISCONTINUED OPERATIONS — — 2,576 — 2,576 Total Assets $ 1,395,193 $ 2,969,137 $ 2,431,726 $ (5,052,867 ) $ 1,743,189 CURRENT LIABILITIES Notes payable and current portion of long-term debt $ 2,202 $ 2,287 $ 10,700 $ — $ 15,189 Accounts payable and accrued liabilities 33,681 185,267 68,020 (23,609 ) 263,359 Liabilities of discontinued operations — 2,033 — 2,033 Total Current Liabilities 35,883 187,554 80,753 (23,609 ) 280,581 LONG-TERM DEBT, net 813,902 20,373 51,753 — 886,028 INTERCOMPANY PAYABLES 58,957 949,455 787,779 (1,796,191 ) — OTHER LIABILITIES 58,072 125,825 26,840 (66,170 ) 144,567 LIABILITIES OF DISCONTINUED OPERATIONS — — 3,634 — 3,634 Total Liabilities 966,814 1,283,207 950,759 (1,885,970 ) 1,314,810 SHAREHOLDERS’ EQUITY 428,379 1,685,930 1,480,967 (3,166,897 ) 428,379 Total Liabilities and Shareholders’ Equity $ 1,395,193 $ 2,969,137 $ 2,431,726 $ (5,052,867 ) $ 1,743,189 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 Income Statement | CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Three Months Ended December 31, 2015 ($ in thousands) Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 389,260 $ 112,732 $ (7,843 ) $ 494,149 Cost of goods and services — 298,384 87,896 (8,236 ) 378,044 Gross profit — 90,876 24,836 393 116,105 Selling, general and administrative expenses 6,397 65,948 19,046 (92 ) 91,299 Total operating expenses 6,397 65,948 19,046 (92 ) 91,299 Income (loss) from operations (6,397 ) 24,928 5,790 485 24,806 Other income (expense) Interest income (expense), net (2,256 ) (7,789 ) (1,967 ) — (12,012 ) Other, net 193 1,016 (169 ) (485 ) 555 Total other income (expense) (2,063 ) (6,773 ) (2,136 ) (485 ) (11,457 ) Income (loss) before taxes (8,460 ) 18,155 3,654 — 13,349 Provision (benefit) for income taxes (5,797 ) 8,817 1,733 — 4,753 Income (loss) before equity in net income of subsidiaries (2,663 ) 9,338 1,921 — 8,596 Equity in net income (loss) of subsidiaries 11,259 1,929 9,338 (22,526 ) — Net income (loss) $ 8,596 $ 11,267 $ 11,259 $ (22,526 ) $ 8,596 Net Income (loss) $ 8,596 $ 11,267 $ 11,259 $ (22,526 ) $ 8,596 Other comprehensive income (loss), net of taxes (3,978 ) 139 (4,117 ) 3,978 (3,978 ) Comprehensive income (loss) $ 4,618 $ 11,406 $ 7,142 $ (18,548 ) $ 4,618 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Three Months Ended December 31, 2014 ($ in thousands) Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 378,114 $ 138,881 $ (14,835 ) $ 502,160 Cost of goods and services — 289,370 108,274 (13,473 ) 384,171 Gross profit — 88,744 30,607 (1,362 ) 117,989 Selling, general and administrative expenses 5,520 69,557 20,099 (1,280 ) 93,896 Income (loss) from operations (5,520 ) 19,187 10,508 (82 ) 24,093 Other income (expense) Interest income (expense), net (1,904 ) (7,427 ) (2,306 ) — (11,637 ) Other, net 46 1,295 (1,874 ) 82 (451 ) Total other income (expense) (1,858 ) (6,132 ) (4,180 ) 82 (12,088 ) Income (loss) before taxes (7,378 ) 13,055 6,328 — 12,005 Provision (benefit) for income taxes (3,481 ) 7,737 278 — 4,534 Income (loss) before equity in net income of subsidiaries (3,897 ) 5,318 6,050 — 7,471 Equity in net income (loss) of subsidiaries 11,368 6,036 5,318 (22,722 ) — Net income (loss) $ 7,471 $ 11,354 $ 11,368 $ (22,722 ) $ 7,471 Net Income (loss) $ 7,471 $ 11,354 $ 11,368 $ (22,722 ) $ 7,471 Other comprehensive income (loss), net of taxes (16,183 ) (4,580 ) (10,831 ) 15,411 (16,183 ) Comprehensive income (loss) $ (8,712 ) $ 6,774 $ 537 $ (7,311 ) $ (8,712 ) |
Condensed Cash Flow Statement | CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Three Months Ended December 31, 2015 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 8,596 $ 11,267 $ 11,259 $ (22,526 ) $ 8,596 Net cash provided by (used in) operating activities: (48,165 ) 29,701 (1,132 ) — (19,596 ) CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (54 ) (22,017 ) (2,947 ) — (25,018 ) Investment in unconsolidated joint venture — (2,726 ) — — (2,726 ) Proceeds from sale of investments 715 — — 715 Proceeds from sale of assets — 472 12 — 484 Net cash provided by (used in) investing activities 661 (24,271 ) (2,935 ) — (26,545 ) CASH FLOWS FROM FINANCING ACTIVITIES: Purchase of shares for treasury (10,910 ) — — — (10,910 ) Proceeds from long-term debt 62,000 2,215 15,659 — 79,874 Payments of long-term debt (2,551 ) (524 ) (21,051 ) — (24,126 ) Change in short-term borrowings — — (147 ) — (147 ) Tax benefit from exercise/vesting of equity awards, net 2,291 — — — 2,291 Dividends paid (2,281 ) — — — (2,281 ) Other, net 104 (5,684 ) 5,684 — 104 Net cash provided by (used in) financing activities 48,653 (3,993 ) 145 — 44,805 CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash used in discontinued operations — — (387 ) — (387 ) Effect of exchange rate changes on cash and equivalents — — (310 ) — (310 ) NET DECREASE IN CASH AND EQUIVALENTS 1,149 1,437 (4,619 ) — (2,033 ) CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 2,440 10,671 38,890 — 52,001 CASH AND EQUIVALENTS AT END OF PERIOD $ 3,589 $ 12,108 $ 34,271 $ — $ 49,968 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Three Months Ended December 31, 2014 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 7,471 $ 11,354 $ 11,368 $ (22,722 ) $ 7,471 Net cash provided by (used in) operating activities: 1,703 (19,874 ) 10,121 — (8,050 ) CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (12 ) (16,534 ) (2,375 ) — (18,921 ) Intercompany distributions 10,000 (10,000 ) — — — Proceeds from sale of assets — 5 102 — 107 Net cash provided by (used in) investing activities 9,988 (26,529 ) (2,273 ) — (18,814 ) CASH FLOWS FROM FINANCING ACTIVITIES: Purchase of shares for treasury (13,170 ) — — — (13,170 ) Proceeds from long-term debt 10,000 — 279 — 10,279 Payments of long-term debt (10,551 ) (432 ) (312 ) — (11,295 ) Change in short-term borrowings — — (1,201 ) — (1,201 ) Financing costs (29 ) — — — (29 ) Tax benefit from exercise/vesting of equity awards, net 342 — — — 342 Dividends paid (1,910 ) — — — (1,910 ) Other, net 102 21,832 (21,832 ) — 102 Net cash provided by (used in) financing activities (15,216 ) 21,400 (23,066 ) — (16,882 ) CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash used in discontinued operations — — (380 ) — (380 ) Effect of exchange rate changes on cash and equivalents — — (1,713 ) — (1,713 ) NET DECREASE IN CASH AND EQUIVALENTS (3,525 ) (25,003 ) (17,311 ) — (45,839 ) CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 6,813 31,522 54,070 — 92,405 CASH AND EQUIVALENTS AT END OF PERIOD $ 3,288 $ 6,519 $ 36,759 $ — $ 46,566 |
DESCRIPTION OF BUSINESS AND B39
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details) | 3 Months Ended |
Dec. 31, 2015segmentcompany | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | segment | 3 |
Number of companies | company | 2 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2015 | Sep. 30, 2015 | |
FAIR VALUE MEASUREMENTS (Details) [Line Items] | ||
Gains recorded in Other Income for settled contracts | $ 404 | |
Minimum [Member] | ||
FAIR VALUE MEASUREMENTS (Details) [Line Items] | ||
Contracts Expiration Days | 31 days | |
Foreign currency contracts duration | 29 days | |
Maximum [Member] | ||
FAIR VALUE MEASUREMENTS (Details) [Line Items] | ||
Contracts Expiration Days | 270 days | |
Foreign currency contracts duration | 270 days | |
Designated as Hedging Instrument [Member] | ||
FAIR VALUE MEASUREMENTS (Details) [Line Items] | ||
Contracts Revenue | $ 24,401,000 | |
Contracts Weighted Average Rate Price | $ 1.375 | |
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Before Tax | $ 512,000 | |
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax | 333,000 | |
Canadian Dollar Forward Contracts [Member] | ||
FAIR VALUE MEASUREMENTS (Details) [Line Items] | ||
Derivative asset, notional amount | $ 5,300,000 | |
Canadian Dollar Forward Contracts [Member] | Not Designated as Hedging Instrument [Member] | ||
FAIR VALUE MEASUREMENTS (Details) [Line Items] | ||
Derivative, average forward exchange rate | 1.38 | |
Fair Value, Inputs, Level 2 [Member] | ||
FAIR VALUE MEASUREMENTS (Details) [Line Items] | ||
Insurance contracts fair value | $ 3,038,000 | |
Fair Value, Inputs, Level 2 [Member] | Canadian Dollar Forward Contracts [Member] | ||
FAIR VALUE MEASUREMENTS (Details) [Line Items] | ||
Gain (loss) on foreign currency derivative instruments not designated as hedging instruments | $ (101,000) | |
Convertible Notes 2017 [Member] | ||
FAIR VALUE MEASUREMENTS (Details) [Line Items] | ||
Debt instrument, interest rate, effective percentage | 4.00% | |
Convertible Notes 2017 [Member] | Fair Value, Inputs, Level 1 [Member] | ||
FAIR VALUE MEASUREMENTS (Details) [Line Items] | ||
Convertible debt, fair value disclosures | $ 128,375,000 | |
Senior Notes 2022 [Member] | ||
FAIR VALUE MEASUREMENTS (Details) [Line Items] | ||
Debt instrument, interest rate, effective percentage | 5.25% | 5.25% |
Senior Notes 2022 [Member] | Fair Value, Inputs, Level 1 [Member] | ||
FAIR VALUE MEASUREMENTS (Details) [Line Items] | ||
Convertible debt, fair value disclosures | $ 570,000,000 | |
Estimate of Fair Value Measurement [Member] | Fair Value, Inputs, Level 2 [Member] | ||
FAIR VALUE MEASUREMENTS (Details) [Line Items] | ||
Trading securities | 1,191,000 | |
Portion at Other than Fair Value Measurement [Member] | Fair Value, Inputs, Level 2 [Member] | ||
FAIR VALUE MEASUREMENTS (Details) [Line Items] | ||
Trading securities | $ 1,000,000 |
ACQUISITIONS (Details)
ACQUISITIONS (Details) - USD ($) $ in Thousands | Apr. 16, 2015 | Dec. 31, 2015 | Sep. 30, 2015 |
Babcock Lumber Company Operational Woodmill [Member] | |||
Business Acquisition [Line Items] | |||
Business combination, consideration transferred | $ 2,225 | ||
Mahindra Telephonics Integrated Systems [Member] | |||
Business Acquisition [Line Items] | |||
Investment in joint venture | $ 2,726 | ||
Joint venture ownership percent | 49.00% | 26.00% |
INVENTORIES (Details) - Summary
INVENTORIES (Details) - Summary of Inventories Stated at Lower Cost - USD ($) $ in Thousands | Dec. 31, 2015 | Sep. 30, 2015 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 81,022 | $ 91,973 |
Work in process | 74,023 | 70,811 |
Finished goods | 179,417 | 163,025 |
Total | $ 334,462 | $ 325,809 |
PROPERTY, PLANT AND EQUIPMENT43
PROPERTY, PLANT AND EQUIPMENT (Details) - Summary of Property Plant and Equipment - USD ($) $ in Thousands | Dec. 31, 2015 | Sep. 30, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property Plant And Equipment Gross | $ 930,970 | $ 926,205 |
Accumulated depreciation and amortization | (554,860) | (546,233) |
Total | 376,110 | 379,972 |
Land, building and building improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant And Equipment Gross | 128,830 | 131,546 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant And Equipment Gross | 755,939 | 747,194 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant And Equipment Gross | $ 46,201 | $ 47,465 |
PROPERTY, PLANT AND EQUIPMENT44
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization expense | $ 15,209 | $ 15,279 |
Selling, general and administrative expense [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization expense | $ 3,157 | $ 3,170 |
GOODWILL AND OTHER INTANGIBLE45
GOODWILL AND OTHER INTANGIBLES (Details) - Summary of Changes in Carrying Value of Goodwill $ in Thousands | 3 Months Ended |
Dec. 31, 2015USD ($) | |
Goodwill [Roll Forward] | |
September 30, 2015 | $ 356,241 |
Other adjustments including currency translations | 171 |
December 31, 2015 | 356,412 |
Home & Building Products [Member] | |
Goodwill [Roll Forward] | |
September 30, 2015 | 285,825 |
Other adjustments including currency translations | 753 |
December 31, 2015 | 286,578 |
Telephonics [Member] | |
Goodwill [Roll Forward] | |
September 30, 2015 | 18,545 |
Other adjustments including currency translations | 0 |
December 31, 2015 | 18,545 |
Plastics [Member] | |
Goodwill [Roll Forward] | |
September 30, 2015 | 51,871 |
Other adjustments including currency translations | (582) |
December 31, 2015 | $ 51,289 |
GOODWILL AND OTHER INTANGIBLE46
GOODWILL AND OTHER INTANGIBLES (Details) - Summary of Gross Carrying Value and Accumulated Amortization of Intangible Assets - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2015 | Sep. 30, 2015 | |
GOODWILL AND OTHER INTANGIBLES (Details) - Summary of Gross Carrying Value and Accumulated Amortization of Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 173,937 | $ 174,667 |
Accumulated Amortization | 44,901 | 43,280 |
Trademarks | 82,436 | 82,450 |
Total intangible assets | 256,373 | 257,117 |
Customer Relationships [Member] | ||
GOODWILL AND OTHER INTANGIBLES (Details) - Summary of Gross Carrying Value and Accumulated Amortization of Intangible Assets [Line Items] | ||
Gross Carrying Amount | 167,816 | 168,560 |
Accumulated Amortization | $ 41,226 | 39,755 |
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 | $ 6,121 | 6,107 |
Accumulated Amortization | $ 3,675 | $ 3,525 |
Average Life (Years) | 13 years |
GOODWILL AND OTHER INTANGIBLE47
GOODWILL AND OTHER INTANGIBLES (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of Intangible Assets | $ 1,875 | $ 1,981 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |||
Effective income tax rate reconciliation, provision (benefit) percent | (35.60%) | (37.80%) | |
Effective income tax rate reconciliation, change in enacted tax rate, amount | $ (399) | $ 349 | |
Effective income tax rate reconciliation, nondeductible provision (benefit) percent | 38.60% | 34.90% |
LONG-TERM DEBT (Details) - Summ
LONG-TERM DEBT (Details) - Summary of Long-Term Debt - USD ($) $ in Thousands | Dec. 31, 2015 | Sep. 30, 2015 |
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 917,191 | $ 861,199 |
less: Current portion, Outstanding Balance | (15,189) | (16,593) |
Long-term debt, Outstanding Balance | 902,002 | 844,606 |
Original Issuer Discount | (4,546) | (5,594) |
less: Current portion, Original Issuer Discount | 0 | 0 |
Long-term debt, Original Issuer Discount | (4,546) | (5,594) |
Balance Sheet | 901,217 | 843,569 |
less: Current portion | (15,189) | (16,593) |
Long-term debt | 886,028 | 826,976 |
Capitalized Fees & Expenses | (11,428) | (12,036) |
Senior notes due 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | 600,000 | 600,000 |
Original Issuer Discount | 0 | 0 |
Balance Sheet | 592,058 | 591,736 |
Capitalized Fees & Expenses | $ (7,942) | $ (8,264) |
Coupon Interest Rate | 5.25% | 5.25% |
Revolver due 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 95,000 | $ 35,000 |
Original Issuer Discount | 0 | 0 |
Balance Sheet | 93,086 | 32,951 |
Capitalized Fees & Expenses | (1,914) | (2,049) |
Convert. debt due 2017 [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | 100,000 | 100,000 |
Original Issuer Discount | (4,546) | (5,594) |
Balance Sheet | 94,974 | 93,835 |
Capitalized Fees & Expenses | $ (480) | $ (571) |
Coupon Interest Rate | 4.00% | 4.00% |
Real estate mortgages [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 31,742 | $ 32,280 |
Original Issuer Discount | 0 | 0 |
Balance Sheet | 31,284 | 31,810 |
Capitalized Fees & Expenses | (458) | (470) |
ESOP Loans [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | 36,194 | 36,744 |
Original Issuer Discount | 0 | 0 |
Balance Sheet | 35,987 | 36,520 |
Capitalized Fees & Expenses | (207) | (224) |
Capital lease - real estate [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | 7,261 | 7,524 |
Original Issuer Discount | 0 | 0 |
Balance Sheet | 7,111 | 7,368 |
Capitalized Fees & Expenses | $ (150) | $ (156) |
Coupon Interest Rate | 5.00% | 5.00% |
Non U.S. lines of credit [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 5,553 | $ 8,934 |
Original Issuer Discount | 0 | 0 |
Balance Sheet | 5,541 | 8,931 |
Capitalized Fees & Expenses | (12) | (3) |
Non U.S. term loans [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | 37,801 | 39,142 |
Original Issuer Discount | 0 | 0 |
Balance Sheet | 37,536 | 38,843 |
Capitalized Fees & Expenses | (265) | (299) |
Other long term debt [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | 3,640 | 1,575 |
Original Issuer Discount | 0 | 0 |
Balance Sheet | 3,640 | 1,575 |
Capitalized Fees & Expenses | $ 0 | $ 0 |
LONG-TERM DEBT (Details) - Su50
LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||
Effective Interest Rate | 6.00% | |
Cash Interest | $ (10,352) | $ (10,120) |
Amort. Debt Discount | (1,048) | (962) |
Amort. Deferred Cost & Other Fees | 623 | 672 |
Total Interest Expense | $ (12,023) | $ (11,754) |
Senior notes due 2022 [Member] | ||
LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||
Effective Interest Rate | 5.40% | 5.40% |
Cash Interest | $ (7,875) | $ (7,875) |
Amort. Debt Discount | 0 | 0 |
Amort. Deferred Cost & Other Fees | 322 | 322 |
Total Interest Expense | (8,197) | (8,197) |
Revolver due 2019 [Member] | ||
LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||
Cash Interest | (571) | (338) |
Amort. Debt Discount | 0 | 0 |
Amort. Deferred Cost & Other Fees | 115 | 158 |
Total Interest Expense | $ (686) | $ (496) |
Convert. debt due 2017 [Member] | ||
LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||
Effective Interest Rate | 9.00% | 9.00% |
Cash Interest | $ (1,000) | $ (1,000) |
Amort. Debt Discount | (1,048) | (962) |
Amort. Deferred Cost & Other Fees | 111 | 111 |
Total Interest Expense | $ (2,159) | $ (2,073) |
Real estate mortgages [Member] | ||
LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||
Effective Interest Rate | 3.30% | 3.90% |
Cash Interest | $ (151) | $ (124) |
Amort. Debt Discount | 0 | 0 |
Amort. Deferred Cost & Other Fees | 12 | 36 |
Total Interest Expense | $ (163) | $ (160) |
ESOP Loans [Member] | ||
LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||
Effective Interest Rate | 3.00% | 2.80% |
Cash Interest | $ (256) | $ (260) |
Amort. Debt Discount | 0 | 0 |
Amort. Deferred Cost & Other Fees | 18 | 17 |
Total Interest Expense | $ (274) | $ (277) |
Capital lease - real estate [Member] | ||
LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||
Effective Interest Rate | 5.40% | 5.30% |
Cash Interest | $ (93) | $ (106) |
Amort. Debt Discount | 0 | 0 |
Amort. Deferred Cost & Other Fees | 6 | 6 |
Total Interest Expense | (99) | (112) |
Non U.S. lines of credit [Member] | ||
LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||
Cash Interest | (259) | (141) |
Amort. Debt Discount | 0 | 0 |
Amort. Deferred Cost & Other Fees | 24 | 0 |
Total Interest Expense | (283) | (141) |
Non U.S. term loans [Member] | ||
LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||
Cash Interest | (284) | (388) |
Amort. Debt Discount | 0 | 0 |
Amort. Deferred Cost & Other Fees | 13 | 16 |
Total Interest Expense | (297) | (404) |
Other long term debt [Member] | ||
LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||
Cash Interest | (19) | (31) |
Amort. Debt Discount | 0 | 0 |
Amort. Deferred Cost & Other Fees | 0 | 0 |
Total Interest Expense | (19) | (31) |
Capitalized interest [Member] | ||
LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||
Cash Interest | (156) | (143) |
Amort. Debt Discount | 0 | 0 |
Amort. Deferred Cost & Other Fees | 2 | 6 |
Total Interest Expense | $ (154) | $ (137) |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) $ / shares in Units, € in Thousands, BRL in Thousands | Mar. 13, 2015USD ($) | Feb. 27, 2014USD ($) | Dec. 21, 2009USD ($)trading_days | Sep. 30, 2015EUR (€)property | Dec. 31, 2014USD ($)loan | Jul. 31, 2014USD ($) | May. 31, 2014USD ($) | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2015CADshares | Dec. 31, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2015CAD | Sep. 30, 2014USD ($) | Sep. 30, 2007USD ($) | Dec. 31, 2015AUD | Dec. 31, 2015USD ($)$ / shares | Dec. 31, 2015CAD | Dec. 31, 2015BRL | Sep. 30, 2015USD ($)property | Sep. 30, 2015BRLproperty | Dec. 31, 2014AUD | Dec. 31, 2014USD ($) | May. 31, 2014AUDloan | Feb. 14, 2014USD ($) | Oct. 21, 2013USD ($)property |
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Face amount | $ 21,098,000 | $ 32,280,000 | |||||||||||||||||||||||
Payment of tender offer premium | $ 31,530,000 | ||||||||||||||||||||||||
Interest paid | 10,352,000 | $ 10,120,000 | |||||||||||||||||||||||
Underwriting fees and other expense capitalized | $ 10,313,000 | ||||||||||||||||||||||||
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% | 65.00% | |||||||||||||||||||||||
Line of credit facility, amount outstanding | $ 15,922,000 | ||||||||||||||||||||||||
Number of properties refinanced | property | 4 | ||||||||||||||||||||||||
Long-term Debt | 901,217,000 | $ 843,569,000 | |||||||||||||||||||||||
Debt instrument, basis spread on variable rate | 2.20% | 2.20% | 1.30% | ||||||||||||||||||||||
Long-term debt, gross | 917,191,000 | 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 | ||||||||||||||||||||||||
Shares purchased for award value | $ 20,000,000 | ||||||||||||||||||||||||
Shares purchased for award value (usd per share) | $ / shares | $ 12.57 | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Employee Stock Ownership Plan | shares | 1,591,117 | 1,591,117 | |||||||||||||||||||||||
Proceeds from issuance of long-term debt | $ 79,874,000 | $ 10,279,000 | |||||||||||||||||||||||
Capital lease maturity year | 2,022 | ||||||||||||||||||||||||
Long-term debt, percentage bearing fixed interest, percentage rate | 5.00% | ||||||||||||||||||||||||
Debt instrument, interest rate during period | 6.00% | 6.00% | |||||||||||||||||||||||
Northcote Holdings Pty. Ltd [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Line of credit facility, amount outstanding | $ 0 | ||||||||||||||||||||||||
Debt instrument, number of loans | loan | 2 | ||||||||||||||||||||||||
Convert. debt due 2017 [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Face amount | $ 100,000,000 | ||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 4.00% | ||||||||||||||||||||||||
Debt instrument, convertible, conversion ratio | 69.3811 | 69.3811 | |||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 1,000 | ||||||||||||||||||||||||
Debt instrument, convertible, conversion price (in Dollars per share) | $ / shares | $ 14.41 | ||||||||||||||||||||||||
Debt instrument, convertible, terms of conversion feature | 1.00% | ||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price Adjustment | $ / shares | $ 0.13 | ||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Ratio Adjustment | 0.77% | 0.77% | 0.77% | 0.77% | |||||||||||||||||||||
Debt instrument, convertible, if-converted value in excess of principal | $ 15,720,000 | 15,720,000 | |||||||||||||||||||||||
LIBOR Rate [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Line of credit facility, interest rate during period | 2.00% | ||||||||||||||||||||||||
Revolving Credit Facility [Member] | Revolver due 2019 [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Line Of Credit, Covenant Compliance, Minimum Liquidity Requirement, Cash and Available Borrowings | $ 100,000,000 | ||||||||||||||||||||||||
Number of months prior to maturity | 6 months | ||||||||||||||||||||||||
Revolver due 2019 [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Line of credit facility, amount outstanding | $ 95,000,000 | ||||||||||||||||||||||||
Line of credit facility, remaining borrowing capacity | $ 139,078,000 | ||||||||||||||||||||||||
Revolver due 2019 [Member] | Letter Of Credit Subfacility [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Line of credit facility, current borrowing capacity | $ 50,000 | $ 60,000,000 | |||||||||||||||||||||||
Revolver due 2019 [Member] | Multicurrency Subfacility [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Line of credit facility, current borrowing capacity | 50,000,000 | ||||||||||||||||||||||||
Revolver due 2019 [Member] | Margin Rate [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Line of credit facility, interest rate during period | 1.00% | ||||||||||||||||||||||||
Revolver Due 2020 [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Line of credit facility, current borrowing capacity | $ 250,000 | ||||||||||||||||||||||||
Convertible Subordinated Debt [Member] | Convert. debt due 2017 [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Number of days prior to maturity | trading_days | 20 | ||||||||||||||||||||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | 30 days | ||||||||||||||||||||||||
Debt instrument, convertible, terms of conversion feature | 130.00% | ||||||||||||||||||||||||
Debt Instrument, Convertible, Threshold Number of Trading Days Prior to Maturity of Notes | 42 days | ||||||||||||||||||||||||
Convertible Notes 2017 [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 4.00% | 4.00% | 4.00% | 4.00% | |||||||||||||||||||||
Senior notes due 2022 [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Face amount | $ 600,000,000 | ||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 5.25% | ||||||||||||||||||||||||
Interest paid | $ 7,875,000 | $ 7,875,000 | |||||||||||||||||||||||
Long-term Debt | $ 592,058,000 | 591,736,000 | |||||||||||||||||||||||
Long-term debt, gross | $ 600,000,000 | $ 600,000,000 | |||||||||||||||||||||||
Debt instrument, interest rate during period | 5.40% | 5.40% | 5.40% | ||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 5.25% | 5.25% | 5.25% | 5.25% | 5.25% | 5.25% | 5.25% | ||||||||||||||||||
Senior notes due 2018 [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 7.125% | 7.125% | 7.125% | 7.125% | |||||||||||||||||||||
Loss from debt extinguishment, net | $ (38,890,000) | ||||||||||||||||||||||||
Senior Notes [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Interest paid | 16,716,000 | ||||||||||||||||||||||||
Real estate mortgages [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Interest paid | $ 151,000 | $ 124,000 | |||||||||||||||||||||||
Number of properties refinanced | property | 2 | 2 | 2 | ||||||||||||||||||||||
Number of Real Estate Properties With New Mortgages | property | 2 | 2 | 2 | ||||||||||||||||||||||
Debt instrument, description of variable rate basis | The loans bear interest at a rate of LIBOR plus 1.50% | The loans bear interest at a rate of LIBOR plus 1.50% | |||||||||||||||||||||||
Long-term Debt | $ 31,284,000 | $ 31,810,000 | |||||||||||||||||||||||
Debt instrument, basis spread on variable rate | 2.25% | 2.25% | |||||||||||||||||||||||
Long-term debt, gross | 31,742,000 | 32,280,000 | |||||||||||||||||||||||
Debt instrument, interest rate during period | 3.30% | 3.30% | 3.90% | ||||||||||||||||||||||
ESOP Loans [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Interest paid | $ 256,000 | $ 260,000 | |||||||||||||||||||||||
Long-term Debt | 35,987,000 | 36,520,000 | |||||||||||||||||||||||
Debt instrument, basis spread on variable rate | 2.38% | 2.38% | |||||||||||||||||||||||
Long-term debt, gross | 36,194,000 | 36,744,000 | |||||||||||||||||||||||
Debt instrument, periodic payment, principal | $ 551,000 | ||||||||||||||||||||||||
Debt instrument balloon payment | $ 30,137,000 | ||||||||||||||||||||||||
Debt instrument, interest rate during period | 3.00% | 3.00% | 2.80% | ||||||||||||||||||||||
ESOP Loan July 2014 [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Amount of line note available to purchase common stock in open market | $ 10,000,000 | ||||||||||||||||||||||||
ESOP Loan July 2014 [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Debt instrument, basis spread on variable rate | 2.38% | 2.38% | |||||||||||||||||||||||
Term Loan December 2013 and May 2014 [Member] | Northcote Holdings Pty. Ltd [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Line of credit facility, amount outstanding | AUD 31,249,000 | $ 22,778,000 | |||||||||||||||||||||||
Debt instrument, basis spread on variable rate | 2.80% | ||||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 4.86% | 4.86% | 4.86% | 4.86% | |||||||||||||||||||||
Term Loan [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Long-term Debt | € 10 | $ 15,000,000 | |||||||||||||||||||||||
Long-term debt, percentage bearing fixed interest, percentage rate | 2.50% | 2.50% | 2.50% | ||||||||||||||||||||||
Proceeds from long-term lines of credit | € 15,000 | $ 16,389,000 | |||||||||||||||||||||||
Debt Instrument, Periodic Payment | € | 1,250 | ||||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 2.20% | 2.20% | 2.20% | 2.20% | |||||||||||||||||||||
Term Loan [Member] | Northcote Holdings Pty. Ltd [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Face amount | AUD | AUD 12,500,000 | ||||||||||||||||||||||||
Term Loan [Member] | Brazilian CDI [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Debt instrument, interest rate during period | 20.14% | 20.14% | |||||||||||||||||||||||
Revolver Due 2013 [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Long-term Debt | $ 0 | ||||||||||||||||||||||||
Debt instrument, basis spread on variable rate | 1.75% | 1.75% | 1.75% | 1.75% | |||||||||||||||||||||
Proceeds from long-term lines of credit | € 5,000 | $ 5,463,000 | |||||||||||||||||||||||
Term Loan May 2014 [Member] | Northcote Holdings Pty. Ltd [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Face amount | AUD | AUD 20,000,000 | ||||||||||||||||||||||||
Debt instrument, periodic payment, principal | $ 625,000 | ||||||||||||||||||||||||
Capital lease - real estate [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Interest paid | $ 93,000 | $ 106,000 | |||||||||||||||||||||||
Long-term Debt | $ 7,111,000 | 7,368,000 | |||||||||||||||||||||||
Long-term debt, gross | $ 7,261,000 | $ 7,524,000 | |||||||||||||||||||||||
Proceeds from issuance of long-term debt | $ 14,290,000 | ||||||||||||||||||||||||
Debt instrument, interest rate during period | 5.40% | 5.40% | 5.30% | ||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 5.00% | 5.00% | 5.00% | 5.00% | 5.00% | 5.00% | 5.00% | ||||||||||||||||||
Non U.S. term loans [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Interest paid | $ 284,000 | $ 388,000 | |||||||||||||||||||||||
Line of credit facility, amount outstanding | $ 1,814,000 | BRL 7,083 | |||||||||||||||||||||||
Long-term Debt | 37,536,000 | $ 38,843,000 | |||||||||||||||||||||||
Long-term debt, gross | 37,801,000 | 39,142,000 | |||||||||||||||||||||||
Maintains maximum amount of line of credit | 3,278,000 | BRL 12,800 | |||||||||||||||||||||||
Non U.S. lines of credit [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Interest paid | 259,000 | 141,000 | |||||||||||||||||||||||
Line of credit facility, amount outstanding | 3,739,000 | CAD 5,184,000 | |||||||||||||||||||||||
Long-term Debt | 5,541,000 | 8,931,000 | |||||||||||||||||||||||
Long-term debt, gross | 5,553,000 | 8,934,000 | |||||||||||||||||||||||
Proceeds from long-term lines of credit | 7,079,000 | CAD 9,816,000 | CAD 15,000,000 | ||||||||||||||||||||||
Non U.S. lines of credit [Member] | Line of Credit Two [Member] | Northcote Holdings Pty. Ltd [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Line of credit facility, current borrowing capacity | AUD 5,000,000 | $ 5,000,000 | 3,644 | ||||||||||||||||||||||
Debt instrument, basis spread on variable rate | 2.50% | ||||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 4.56% | 4.56% | 4.56% | 4.56% | |||||||||||||||||||||
Non U.S. lines of credit [Member] | LIBOR Rate [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Line of credit facility, interest rate at period end | 1.73% | 1.73% | 1.73% | 1.73% | |||||||||||||||||||||
Non U.S. lines of credit [Member] | Bankers Acceptance Rate [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Line of credit facility, interest rate at period end | 2.16% | 2.16% | 2.16% | 2.16% | |||||||||||||||||||||
Revolver due 2019 [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Interest paid | $ 571,000 | $ 338,000 | |||||||||||||||||||||||
Line of credit facility, current borrowing capacity | $ 225,000,000 | ||||||||||||||||||||||||
Long-term Debt | $ 93,086,000 | 32,951,000 | |||||||||||||||||||||||
Long-term debt, gross | 95,000,000 | $ 35,000,000 | |||||||||||||||||||||||
Senior notes due 2018 [Member] | Senior Notes [Member] | Senior Notes 2022 [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Face amount | $ 550,000,000 | ||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 7.125% | ||||||||||||||||||||||||
Payment of tender offer premium | $ 31,530,000 | ||||||||||||||||||||||||
Fair Value, Inputs, Level 1 [Member] | Convertible Notes 2017 [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Convertible debt, fair value disclosures | 128,375,000 | ||||||||||||||||||||||||
Fair Value, Inputs, Level 1 [Member] | Senior notes due 2022 [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Convertible debt, fair value disclosures | $ 570,000,000 |
EARNINGS PER SHARE (EPS) (Deta
EARNINGS PER SHARE (EPS) (Details) - Summary of Reconciliation of Share Amounts Used in Earnings Per Share - shares shares in Thousands | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average shares outstanding - basic | 41,968 | 46,310 |
Incremental shares from stock based compensation | 2,195 | 1,826 |
Convertible debt due 2017 | 1,221 | 0 |
Weighted average shares outstanding - diluted | 45,384 | 48,136 |
Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive restricted stock excluded from diluted EPS computation | 419 | 582 |
SHAREHOLDERS' EQUITY (Details)
SHAREHOLDERS' EQUITY (Details) | Jan. 29, 2016USD ($)senior_executiveshares | Jan. 28, 2016$ / shares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014$ / shares | Dec. 31, 2015USD ($)$ / sharesshares | Mar. 31, 2015USD ($)shares | Dec. 31, 2014USD ($)$ / shares | Sep. 30, 2014$ / shares | Jan. 29, 2020shares | Dec. 31, 2015USD ($)$ / sharesshares | Mar. 20, 2015USD ($) | May. 31, 2014USD ($) | Dec. 10, 2013USD ($) |
SHAREHOLDERS' EQUITY (Details) [Line Items] | |||||||||||||
Common stock, dividends, per share, cash paid (in Dollars per share) | $ / shares | $ 0.05 | $ 0.04 | $ 0.16 | ||||||||||
Dividends declared, amount per share (in Dollars per share) | $ / shares | $ 0.05 | ||||||||||||
Share-based compensation arrangement by 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 compensation arrangement by share-based payment award, expiration period | 10 years | ||||||||||||
Maximum percentage of exercise price at grand date fair value | 100.00% | ||||||||||||
Stock-based compensation | $ | $ 3,066,000 | $ 2,577,000 | |||||||||||
Stock repurchase program, authorized amount | $ | $ 50,000,000 | $ 50,000,000 | |||||||||||
Additional shares authorized | $ | $ 50,000 | ||||||||||||
Stock repurchased during period, value | $ | $ 7,230,000 | $ 160,362,000 | |||||||||||
Stock repurchased during period per share (in Dollars per share) | $ / shares | $ 11.25 | $ 16.72 | $ 12.59 | ||||||||||
Stock repurchase program, remaining authorized repurchase amount | $ | $ 50,696,000 | $ 50,696,000 | $ 50,696,000 | ||||||||||
Shares paid for tax withholding for share based compensation (in Shares) | 186,539 | ||||||||||||
Shares paid for tax withholding for share based compensation, value | $ | $ 3,552,000 | ||||||||||||
Shares paid for tax withholding for share based compensation, value per share (in Dollars per share) | $ / shares | $ 19.04 | ||||||||||||
Subsequent Event [Member] | |||||||||||||
SHAREHOLDERS' EQUITY (Details) [Line Items] | |||||||||||||
Dividends declared, amount per share (in Dollars per share) | $ / shares | $ 0.05 | ||||||||||||
Incentive Plan [Member] | |||||||||||||
SHAREHOLDERS' EQUITY (Details) [Line Items] | |||||||||||||
Number of shares authorized for award (in Shares) | 2,350,000 | 2,350,000 | 2,350,000 | ||||||||||
New shares issued (in Shares) | 600,000 | ||||||||||||
Incentive Stock Options [Member] | |||||||||||||
SHAREHOLDERS' EQUITY (Details) [Line Items] | |||||||||||||
Number of shares available for grant (in Shares) | 53,246 | 53,246 | 53,246 | ||||||||||
2006 Equity Incentive Plan [Member] | |||||||||||||
SHAREHOLDERS' EQUITY (Details) [Line Items] | |||||||||||||
Share based compensation arrangement by share based payment award equity instruments other than options additional grants in future (in Shares) | 0 | 0 | 0 | ||||||||||
Restricted Stock [Member] | |||||||||||||
SHAREHOLDERS' EQUITY (Details) [Line Items] | |||||||||||||
Equity instruments other than options, grants in period (in Shares) | 372,243 | ||||||||||||
Award vesting period | 3 years | ||||||||||||
Equity instruments other than options, vested in period, fair value | $ | $ 6,425,000 | ||||||||||||
Equity instruments other than options, grants in period, weighted average grant date fair value (in Dollars per share) | $ / shares | $ 17.26 | ||||||||||||
Minimum [Member] | Restricted Stock [Member] | |||||||||||||
SHAREHOLDERS' EQUITY (Details) [Line Items] | |||||||||||||
Award vesting period | 3 years | ||||||||||||
Maximum [Member] | Restricted Stock [Member] | |||||||||||||
SHAREHOLDERS' EQUITY (Details) [Line Items] | |||||||||||||
Award vesting period | 4 years | ||||||||||||
Executive Officer [Member] | Restricted Stock [Member] | Subsequent Event [Member] | |||||||||||||
SHAREHOLDERS' EQUITY (Details) [Line Items] | |||||||||||||
Equity instruments other than options, grants in period (in Shares) | 605,000 | ||||||||||||
Number of senior executives | senior_executive | 2 | ||||||||||||
Award vesting period | 4 years | ||||||||||||
Post-vesting holding period | 2 years | ||||||||||||
Stock Granted, Value, Share-based Compensation, Gross | $ | $ 5,000,000 | ||||||||||||
Forecast | Executive Officer [Member] | Minimum [Member] | Restricted Stock [Member] | |||||||||||||
SHAREHOLDERS' EQUITY (Details) [Line Items] | |||||||||||||
Vested shares | 220,000 | ||||||||||||
Forecast | Executive Officer [Member] | Maximum [Member] | Restricted Stock [Member] | |||||||||||||
SHAREHOLDERS' EQUITY (Details) [Line Items] | |||||||||||||
Vested shares | 605,000 |
BUSINESS SEGMENTS (Details) - S
BUSINESS SEGMENTS (Details) - Summary of Reconciliation of Segment Profit Before Taxes and Operations - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Home & Building Products: | ||
Revenue | $ 494,149 | $ 502,160 |
Segment operating profit: | ||
Segment operating profit | 24,806 | 24,093 |
Net interest expense | (12,012) | (11,637) |
Unallocated amounts | (9,628) | (8,264) |
Income before taxes | 13,349 | 12,005 |
Segment adjusted EBITDA: | ||
Segment adjusted EBITDA | 51,958 | 49,053 |
Net interest expense | (12,012) | (11,637) |
Consolidated depreciation and amortization | 17,084 | 17,260 |
Unallocated amounts | (9,628) | (8,264) |
Segment: | ||
Capital expenditures | 25,018 | 18,921 |
Ames True Temper Inc [Member] | ||
Home & Building Products: | ||
Revenue | 118,290 | 133,110 |
Clopay Building Products [Member] | ||
Home & Building Products: | ||
Revenue | 142,908 | 138,600 |
Home And Building Products [Member] | ||
Home & Building Products: | ||
Revenue | 261,198 | 271,710 |
Segment operating profit: | ||
Segment operating profit | 21,159 | 16,369 |
Segment adjusted EBITDA: | ||
Segment adjusted EBITDA | 29,829 | 24,470 |
Consolidated depreciation and amortization | 8,670 | 8,101 |
Segment: | ||
Capital expenditures | 17,280 | 10,261 |
Telephonics [Member] | ||
Home & Building Products: | ||
Revenue | 109,037 | 90,658 |
Segment operating profit: | ||
Segment operating profit | 7,813 | 7,517 |
Segment adjusted EBITDA: | ||
Segment adjusted EBITDA | 10,344 | 10,032 |
Consolidated depreciation and amortization | 2,531 | 2,515 |
Segment: | ||
Capital expenditures | 1,280 | 969 |
Plastics [Member] | ||
Home & Building Products: | ||
Revenue | 123,914 | 139,792 |
Segment operating profit: | ||
Segment operating profit | 6,017 | 8,020 |
Segment adjusted EBITDA: | ||
Segment adjusted EBITDA | 11,785 | 14,551 |
Consolidated depreciation and amortization | 5,768 | 6,531 |
Segment: | ||
Capital expenditures | 6,404 | 7,679 |
Operating Segments [Member] | ||
Segment operating profit: | ||
Segment operating profit | 34,989 | 31,906 |
Segment adjusted EBITDA: | ||
Consolidated depreciation and amortization | 16,969 | 17,147 |
Segment: | ||
Capital expenditures | 24,964 | 18,909 |
Corporate, Non-Segment [Member] | ||
Segment adjusted EBITDA: | ||
Consolidated depreciation and amortization | 115 | 113 |
Segment: | ||
Capital expenditures | $ 54 | $ 12 |
BUSINESS SEGMENTS (Details) -55
BUSINESS SEGMENTS (Details) - Summary of Segment Assets - USD ($) $ in Thousands | Dec. 31, 2015 | Sep. 30, 2015 |
Segment assets: | ||
Continuing Assets | $ 1,739,253 | $ 1,727,942 |
Assets of discontinued operations | 3,936 | 3,491 |
Total Assets | 1,743,189 | 1,731,433 |
Home And Building Products [Member] | ||
Segment assets: | ||
Continuing Assets | 1,052,909 | 1,034,032 |
Telephonics [Member] | ||
Segment assets: | ||
Continuing Assets | 300,622 | 302,560 |
Plastics [Member] | ||
Segment assets: | ||
Continuing Assets | 338,536 | 343,519 |
Operating Segments [Member] | ||
Segment assets: | ||
Continuing Assets | 1,692,067 | 1,680,111 |
Corporate, Non-Segment [Member] | ||
Segment assets: | ||
Continuing Assets | $ 47,186 | $ 47,831 |
DEFINED BENEFIT PENSION EXPEN56
DEFINED BENEFIT PENSION EXPENSE (Details) - Summary of Defined Benefit Pension Expense - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | ||
Interest cost | $ 2,080 | $ 2,207 |
Expected return on plan assets | (2,916) | (2,932) |
Amortization: | ||
Prior service cost | 4 | 4 |
Recognized actuarial loss | 590 | 541 |
Net periodic expense (income) | $ (242) | $ (180) |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) - Summary of Discontinued Operations - USD ($) $ in Thousands | Dec. 31, 2015 | Sep. 30, 2015 |
Assets of discontinued operations: | ||
Prepaid and other current assets | $ 1,360 | $ 1,316 |
Other long-term assets | 2,576 | 2,175 |
Total assets of discontinued operations | 3,936 | 3,491 |
Liabilities of discontinued operations: | ||
Accrued liabilities, current | 2,033 | 2,229 |
Other long-term liabilities | 3,634 | 3,379 |
Total liabilities of discontinued operations | $ 5,667 | $ 5,608 |
DISCONTINUED OPERATIONS (Deta58
DISCONTINUED OPERATIONS (Details) | 3 Months Ended |
Dec. 31, 2015USD ($) | |
Discontinued Operations and Disposal Groups [Abstract] | |
Installation Services revenue | $ 0 |
OTHER EXPENSE (Details)
OTHER EXPENSE (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Other Income and Expenses [Abstract] | ||
Foreign currency transaction gain (loss), before tax | $ 431 | $ (540) |
Investment income, net | $ 192 | $ 46 |
WARRANTY LIABILITY (Details)
WARRANTY LIABILITY (Details) | 3 Months Ended |
Dec. 31, 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 True Temper Inc [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 | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward] | ||
Balance, beginning of period | $ 4,756 | $ 4,935 |
Warranties issued and changes in estimated pre-existing warranties | 917 | 948 |
Actual warranty costs incurred | (895) | (975) |
Balance, end of period | $ 4,778 | $ 4,908 |
OTHER COMPREHENSIVE INCOME (L62
OTHER COMPREHENSIVE INCOME (LOSS) (Details) - Summary of Other Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Pre-tax | ||
Foreign currency translation adjustments | $ (3,349) | $ (15,500) |
Pension and other defined benefit plans | 594 | 545 |
Cash flow hedge | (1,450) | (113) |
Available-for-sale securities | 0 | (1,515) |
Total other comprehensive income (loss) | (4,205) | (16,583) |
Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax | 0 | 0 |
Tax | ||
Pension and other defined benefit plans | (208) | (192) |
Cash flow hedge | 435 | 39 |
Available-for-sale securities | 0 | 553 |
Total other comprehensive income (loss) | 227 | 400 |
Net of tax | ||
Foreign currency translation adjustments | (3,349) | (15,500) |
Pension and other defined benefit plans | 386 | 353 |
Cash flow hedge | (1,015) | (74) |
Available-for-sale securities | 0 | (962) |
Total other comprehensive income (loss), net of taxes | $ (3,978) | $ (16,183) |
OTHER COMPREHENSIVE INCOME (L63
OTHER COMPREHENSIVE INCOME (LOSS)-AOCI (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Sep. 30, 2015 |
Class of Stock [Line Items] | ||
Accumulated other comprehensive income (loss) | $ (95,166) | $ (91,188) |
Foreign currency translation adjustments [Member] | ||
Class of Stock [Line Items] | ||
Accumulated other comprehensive income (loss) | (63,527) | (60,178) |
Pension and other defined benefit plans [Member] | ||
Class of Stock [Line Items] | ||
Accumulated other comprehensive income (loss) | (31,306) | (31,692) |
Gain on cash flow hedge [Member] | ||
Class of Stock [Line Items] | ||
Accumulated other comprehensive income (loss) | $ (333) | $ 682 |
OTHER COMPREHENSIVE INCOME (L64
OTHER COMPREHENSIVE INCOME (LOSS) (Details) - Summary of Amounts Reclassified from Accumulated Other Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||
Pension amortization | $ (594) | $ (545) |
Cash flow hedges | 405 | 113 |
Total gain (loss) | (189) | (432) |
Tax benefit (expense) | (87) | (153) |
Amounts reclassified from accumulated other comprehensive income (loss) | $ (102) | $ (279) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | 3 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Feb. 28, 2011 | Apr. 30, 2009 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
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 | |||
Operating Leases, Rent Expense, Net | 7,333,000 | $ 7,762,000 | ||
Operating Leases, Future Minimum Payments, Remainder of Fiscal Year | 26,145,000 | |||
Operating Leases, Future Minimum Payments, Due in Two Years | 20,391,000 | |||
Operating Leases, Future Minimum Payments, Due in Three Years | 17,666,000 | |||
Operating Leases, Future Minimum Payments, Due in Four Years | 14,609,000 | |||
Operating Leases, Future Minimum Payments, Due in Five Years | 10,005,000 | |||
Operating Leases, Future Minimum Payments, Due Thereafter | $ 9,294,000 |
CONSOLIDATING GUARANTOR AND N66
CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (Details) | 3 Months Ended |
Dec. 31, 2015 | |
Consolidating Guarantor And Non Guarantor Financial Information [Abstract] | |
Noncontrolling interest, ownership percentage by parent | 100.00% |
Maximum percentage of segment adjusted EBITDA to business EBITDA | 50.00% |
CONSOLIDATING GUARANTOR AND N67
CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (Details) - Summary of Condensed Consolidating Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 |
CURRENT ASSETS | ||||
Cash and equivalents | $ 49,968 | $ 52,001 | $ 46,566 | $ 92,405 |
Accounts receivable, net of allowances | 205,882 | 218,755 | ||
Contract costs and recognized income not yet billed, net of progress payments | 122,923 | 103,895 | ||
Inventories, net | 334,462 | 325,809 | ||
Prepaid and other current assets | 56,826 | 55,086 | ||
Assets of discontinued operations | 1,360 | 1,316 | ||
Total Current Assets | 771,421 | 756,862 | ||
PROPERTY, PLANT AND EQUIPMENT, net | 376,110 | 379,972 | ||
GOODWILL | 356,412 | 356,241 | ||
INTANGIBLE ASSETS, net | 211,472 | 213,837 | ||
INTERCOMPANY RECEIVABLE | 0 | 0 | ||
EQUITY INVESTMENTS IN SUBSIDIARIES | 0 | 0 | ||
OTHER ASSETS | 25,198 | 22,346 | ||
ASSETS OF DISCONTINUED OPERATIONS | 2,576 | 2,175 | ||
Total Assets | 1,743,189 | 1,731,433 | ||
CURRENT LIABILITIES | ||||
Notes payable and current portion of long-term debt | 15,189 | 16,593 | ||
Accounts payable and accrued liabilities | 263,359 | 304,808 | ||
Liabilities of discontinued operations | 2,033 | 2,229 | ||
Total Current Liabilities | 280,581 | 323,630 | ||
LONG-TERM DEBT, net of debt discounts | 886,028 | 826,976 | ||
INTERCOMPANY PAYABLES | 0 | 0 | ||
OTHER LIABILITIES | 144,567 | 146,923 | ||
LIABILITIES OF DISCONTINUED OPERATIONS | 3,634 | 3,379 | ||
Total Liabilities | 1,314,810 | 1,300,908 | ||
Total Shareholders’ Equity | 428,379 | 430,525 | ||
Total Liabilities and Shareholders’ Equity | 1,743,189 | 1,731,433 | ||
Parent Company [Member] | ||||
CURRENT ASSETS | ||||
Cash and equivalents | 3,589 | 2,440 | 3,288 | 6,813 |
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 | 20,530 | 23,493 | ||
Assets of discontinued operations | 0 | 0 | ||
Total Current Assets | 24,119 | 25,933 | ||
PROPERTY, PLANT AND EQUIPMENT, net | 1,064 | 1,108 | ||
GOODWILL | 0 | 0 | ||
INTANGIBLE ASSETS, net | 0 | 0 | ||
INTERCOMPANY RECEIVABLE | 575,596 | 542,297 | ||
EQUITY INVESTMENTS IN SUBSIDIARIES | 752,342 | 745,262 | ||
OTHER ASSETS | 42,072 | 41,774 | ||
ASSETS OF DISCONTINUED OPERATIONS | 0 | 0 | ||
Total Assets | 1,395,193 | 1,356,374 | ||
CURRENT LIABILITIES | ||||
Notes payable and current portion of long-term debt | 2,202 | 2,202 | ||
Accounts payable and accrued liabilities | 33,681 | 30,158 | ||
Liabilities of discontinued operations | 0 | 0 | ||
Total Current Liabilities | 35,883 | 32,360 | ||
LONG-TERM DEBT, net of debt discounts | 813,902 | 752,839 | ||
INTERCOMPANY PAYABLES | 58,957 | 76,477 | ||
OTHER LIABILITIES | 58,072 | 64,173 | ||
LIABILITIES OF DISCONTINUED OPERATIONS | 0 | 0 | ||
Total Liabilities | 966,814 | 925,849 | ||
Total Shareholders’ Equity | 428,379 | 430,525 | ||
Total Liabilities and Shareholders’ Equity | 1,395,193 | 1,356,374 | ||
Guarantor Companies [Member] | ||||
CURRENT ASSETS | ||||
Cash and equivalents | 12,108 | 10,671 | 6,519 | 31,522 |
Accounts receivable, net of allowances | 173,229 | 178,830 | ||
Contract costs and recognized income not yet billed, net of progress payments | 122,655 | 103,879 | ||
Inventories, net | 262,064 | 257,929 | ||
Prepaid and other current assets | 28,850 | 27,584 | ||
Assets of discontinued operations | 0 | 0 | ||
Total Current Assets | 598,906 | 578,893 | ||
PROPERTY, PLANT AND EQUIPMENT, net | 283,657 | 286,854 | ||
GOODWILL | 284,875 | 284,875 | ||
INTANGIBLE ASSETS, net | 151,299 | 152,412 | ||
INTERCOMPANY RECEIVABLE | 974,449 | 904,840 | ||
EQUITY INVESTMENTS IN SUBSIDIARIES | 642,949 | 644,577 | ||
OTHER ASSETS | 33,002 | 30,203 | ||
ASSETS OF DISCONTINUED OPERATIONS | 0 | 0 | ||
Total Assets | 2,969,137 | 2,882,654 | ||
CURRENT LIABILITIES | ||||
Notes payable and current portion of long-term debt | 2,287 | 3,842 | ||
Accounts payable and accrued liabilities | $ 185,267 | 222,758 | ||
Liabilities of discontinued operations | 0 | |||
Total Current Liabilities | $ 187,554 | 226,600 | ||
LONG-TERM DEBT, net of debt discounts | 20,373 | 17,116 | ||
INTERCOMPANY PAYABLES | 949,455 | 831,345 | ||
OTHER LIABILITIES | 125,825 | 126,956 | ||
LIABILITIES OF DISCONTINUED OPERATIONS | 0 | 0 | ||
Total Liabilities | 1,283,207 | 1,202,017 | ||
Total Shareholders’ Equity | 1,685,930 | 1,680,637 | ||
Total Liabilities and Shareholders’ Equity | 2,969,137 | 2,882,654 | ||
Non-Guarantor Companies [Member] | ||||
CURRENT ASSETS | ||||
Cash and equivalents | 34,271 | 38,890 | 36,759 | 54,070 |
Accounts receivable, net of allowances | 56,542 | 61,772 | ||
Contract costs and recognized income not yet billed, net of progress payments | 268 | 16 | ||
Inventories, net | 72,398 | 67,880 | ||
Prepaid and other current assets | 11,782 | 12,488 | ||
Assets of discontinued operations | 1,360 | 1,316 | ||
Total Current Assets | 176,621 | 182,362 | ||
PROPERTY, PLANT AND EQUIPMENT, net | 91,389 | 92,010 | ||
GOODWILL | 71,537 | 71,366 | ||
INTANGIBLE ASSETS, net | 60,173 | 61,425 | ||
INTERCOMPANY RECEIVABLE | 273,821 | 263,480 | ||
EQUITY INVESTMENTS IN SUBSIDIARIES | 1,746,165 | 1,740,889 | ||
OTHER ASSETS | 9,444 | 9,959 | ||
ASSETS OF DISCONTINUED OPERATIONS | 2,576 | 2,175 | ||
Total Assets | 2,431,726 | 2,423,666 | ||
CURRENT LIABILITIES | ||||
Notes payable and current portion of long-term debt | 10,700 | 10,549 | ||
Accounts payable and accrued liabilities | 68,020 | 72,843 | ||
Liabilities of discontinued operations | 2,033 | 2,229 | ||
Total Current Liabilities | 80,753 | 85,621 | ||
LONG-TERM DEBT, net of debt discounts | 51,753 | 57,021 | ||
INTERCOMPANY PAYABLES | 787,779 | 775,120 | ||
OTHER LIABILITIES | 26,840 | 28,428 | ||
LIABILITIES OF DISCONTINUED OPERATIONS | 3,634 | 3,379 | ||
Total Liabilities | 950,759 | 949,569 | ||
Total Shareholders’ Equity | 1,480,967 | 1,474,097 | ||
Total Liabilities and Shareholders’ Equity | 2,431,726 | 2,423,666 | ||
Elimination [Member] | ||||
CURRENT ASSETS | ||||
Cash and equivalents | 0 | 0 | $ 0 | $ 0 |
Accounts receivable, net of allowances | (23,889) | (21,847) | ||
Contract costs and recognized income not yet billed, net of progress payments | 0 | 0 | ||
Inventories, net | 0 | 0 | ||
Prepaid and other current assets | (4,336) | (8,479) | ||
Assets of discontinued operations | 0 | 0 | ||
Total Current Assets | (28,225) | (30,326) | ||
PROPERTY, PLANT AND EQUIPMENT, net | 0 | 0 | ||
GOODWILL | 0 | 0 | ||
INTANGIBLE ASSETS, net | 0 | 0 | ||
INTERCOMPANY RECEIVABLE | (1,823,866) | (1,710,617) | ||
EQUITY INVESTMENTS IN SUBSIDIARIES | (3,141,456) | (3,130,728) | ||
OTHER ASSETS | (59,320) | (59,590) | ||
ASSETS OF DISCONTINUED OPERATIONS | 0 | 0 | ||
Total Assets | (5,052,867) | (4,931,261) | ||
CURRENT LIABILITIES | ||||
Notes payable and current portion of long-term debt | 0 | 0 | ||
Accounts payable and accrued liabilities | (23,609) | (20,951) | ||
Liabilities of discontinued operations | 0 | 0 | ||
Total Current Liabilities | (23,609) | (20,951) | ||
LONG-TERM DEBT, net of debt discounts | 0 | 0 | ||
INTERCOMPANY PAYABLES | (1,796,191) | (1,682,942) | ||
OTHER LIABILITIES | (66,170) | (72,634) | ||
LIABILITIES OF DISCONTINUED OPERATIONS | 0 | 0 | ||
Total Liabilities | (1,885,970) | (1,776,527) | ||
Total Shareholders’ Equity | (3,166,897) | (3,154,734) | ||
Total Liabilities and Shareholders’ Equity | $ (5,052,867) | $ (4,931,261) |
CONSOLIDATING GUARANTOR AND N68
CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (Details) - Summary of Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Condensed Income Statements, Captions [Line Items] | ||
Revenue | $ 494,149 | $ 502,160 |
Cost of goods and services | 378,044 | 384,171 |
Gross profit | 116,105 | 117,989 |
Selling, general and administrative expenses | 91,299 | 93,896 |
Total operating expenses | 91,299 | |
Income from operations | 24,806 | 24,093 |
Other income (expense) | ||
Interest income (expense), net | (12,012) | (11,637) |
Other, net | 555 | (451) |
Total other expense, net | (11,457) | (12,088) |
Income before taxes | 13,349 | 12,005 |
Provision (benefit) for income taxes | 4,753 | 4,534 |
Income (loss) before equity in net income of subsidiaries | 8,596 | 7,471 |
Equity in net income (loss) of subsidiaries | 0 | 0 |
Net income | 8,596 | 7,471 |
Other comprehensive income (loss), net of taxes | (3,978) | (16,183) |
Comprehensive income (loss), net | 4,618 | (8,712) |
Parent Company [Member] | ||
Condensed Income Statements, Captions [Line Items] | ||
Revenue | 0 | 0 |
Cost of goods and services | 0 | 0 |
Gross profit | 0 | 0 |
Selling, general and administrative expenses | 6,397 | 5,520 |
Total operating expenses | 6,397 | |
Income from operations | (6,397) | (5,520) |
Other income (expense) | ||
Interest income (expense), net | (2,256) | (1,904) |
Other, net | 193 | 46 |
Total other expense, net | (2,063) | (1,858) |
Income before taxes | (8,460) | (7,378) |
Provision (benefit) for income taxes | (5,797) | (3,481) |
Income (loss) before equity in net income of subsidiaries | (2,663) | (3,897) |
Equity in net income (loss) of subsidiaries | 11,259 | 11,368 |
Net income | 8,596 | 7,471 |
Other comprehensive income (loss), net of taxes | (3,978) | (16,183) |
Comprehensive income (loss), net | 4,618 | (8,712) |
Guarantor Companies [Member] | ||
Condensed Income Statements, Captions [Line Items] | ||
Revenue | 389,260 | 378,114 |
Cost of goods and services | 298,384 | 289,370 |
Gross profit | 90,876 | 88,744 |
Selling, general and administrative expenses | 65,948 | 69,557 |
Total operating expenses | 65,948 | |
Income from operations | 24,928 | 19,187 |
Other income (expense) | ||
Interest income (expense), net | (7,789) | (7,427) |
Other, net | 1,016 | 1,295 |
Total other expense, net | (6,773) | (6,132) |
Income before taxes | 18,155 | 13,055 |
Provision (benefit) for income taxes | 8,817 | 7,737 |
Income (loss) before equity in net income of subsidiaries | 9,338 | 5,318 |
Equity in net income (loss) of subsidiaries | 1,929 | 6,036 |
Net income | 11,267 | 11,354 |
Other comprehensive income (loss), net of taxes | 139 | (4,580) |
Comprehensive income (loss), net | 11,406 | 6,774 |
Non-Guarantor Companies [Member] | ||
Condensed Income Statements, Captions [Line Items] | ||
Revenue | 112,732 | 138,881 |
Cost of goods and services | 87,896 | 108,274 |
Gross profit | 24,836 | 30,607 |
Selling, general and administrative expenses | 19,046 | 20,099 |
Total operating expenses | 19,046 | |
Income from operations | 5,790 | 10,508 |
Other income (expense) | ||
Interest income (expense), net | (1,967) | (2,306) |
Other, net | (169) | (1,874) |
Total other expense, net | (2,136) | (4,180) |
Income before taxes | 3,654 | 6,328 |
Provision (benefit) for income taxes | 1,733 | 278 |
Income (loss) before equity in net income of subsidiaries | 1,921 | 6,050 |
Equity in net income (loss) of subsidiaries | 9,338 | 5,318 |
Net income | 11,259 | 11,368 |
Other comprehensive income (loss), net of taxes | (4,117) | (10,831) |
Comprehensive income (loss), net | 7,142 | 537 |
Elimination [Member] | ||
Condensed Income Statements, Captions [Line Items] | ||
Revenue | (7,843) | (14,835) |
Cost of goods and services | (8,236) | (13,473) |
Gross profit | 393 | (1,362) |
Selling, general and administrative expenses | (92) | (1,280) |
Total operating expenses | (92) | |
Income from operations | 485 | (82) |
Other income (expense) | ||
Interest income (expense), net | 0 | 0 |
Other, net | (485) | 82 |
Total other expense, net | (485) | 82 |
Income before taxes | 0 | 0 |
Provision (benefit) for income taxes | 0 | 0 |
Income (loss) before equity in net income of subsidiaries | 0 | 0 |
Equity in net income (loss) of subsidiaries | (22,526) | (22,722) |
Net income | (22,526) | (22,722) |
Other comprehensive income (loss), net of taxes | 3,978 | 15,411 |
Comprehensive income (loss), net | $ (18,548) | $ (7,311) |
CONSOLIDATING GUARANTOR AND N69
CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (Details) - Summary of Condensed Consolidating Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income | $ 8,596 | $ 7,471 | |
Net cash provided by (used in) operating activities | (19,596) | (8,050) | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Acquisition of property, plant and equipment | (25,018) | (18,921) | |
Investment in unconsolidated joint venture | (2,726) | 0 | |
Intercompany distributions | 0 | ||
Investment sales | 715 | $ 715 | 0 |
Proceeds from sale of assets | 484 | 107 | |
Net cash used in investing activities | (26,545) | (18,814) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Purchase of shares for treasury | (10,910) | (13,170) | |
Proceeds from long-term debt | 79,874 | 10,279 | |
Payments of long-term debt | (24,126) | (11,295) | |
Change in short-term borrowings | (147) | (1,201) | |
Financing costs | 0 | (29) | |
Tax effect from exercise/vesting of equity awards, net | 2,291 | 342 | |
Dividends paid | (2,281) | (1,910) | |
Other, net | 104 | 102 | |
Net cash provided by (used in) financing activities | 44,805 | (16,882) | |
CASH FLOWS FROM DISCONTINUED OPERATIONS: | |||
Net cash used in discontinued operations | (387) | (380) | |
Effect of exchange rate changes on cash and equivalents | (310) | (1,713) | |
NET DECREASE IN CASH AND EQUIVALENTS | (2,033) | (45,839) | |
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD | 52,001 | 92,405 | |
CASH AND EQUIVALENTS AT END OF PERIOD | 49,968 | 52,001 | 46,566 |
Parent Company [Member] | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income | 8,596 | 7,471 | |
Net cash provided by (used in) operating activities | (48,165) | 1,703 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Acquisition of property, plant and equipment | (54) | (12) | |
Investment in unconsolidated joint venture | 0 | ||
Intercompany distributions | 10,000 | ||
Investment sales | 715 | ||
Proceeds from sale of assets | 0 | 0 | |
Net cash used in investing activities | 661 | 9,988 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Purchase of shares for treasury | (10,910) | (13,170) | |
Proceeds from long-term debt | 62,000 | 10,000 | |
Payments of long-term debt | (2,551) | (10,551) | |
Change in short-term borrowings | 0 | 0 | |
Financing costs | (29) | ||
Tax effect from exercise/vesting of equity awards, net | 2,291 | 342 | |
Dividends paid | (2,281) | (1,910) | |
Other, net | 104 | 102 | |
Net cash provided by (used in) financing activities | 48,653 | (15,216) | |
CASH FLOWS FROM DISCONTINUED OPERATIONS: | |||
Net cash used in discontinued operations | 0 | 0 | |
Effect of exchange rate changes on cash and equivalents | 0 | 0 | |
NET DECREASE IN CASH AND EQUIVALENTS | 1,149 | (3,525) | |
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD | 2,440 | 6,813 | |
CASH AND EQUIVALENTS AT END OF PERIOD | 3,589 | 2,440 | 3,288 |
Guarantor Companies [Member] | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income | 11,267 | 11,354 | |
Net cash provided by (used in) operating activities | 29,701 | (19,874) | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Acquisition of property, plant and equipment | (22,017) | (16,534) | |
Investment in unconsolidated joint venture | (2,726) | ||
Intercompany distributions | (10,000) | ||
Investment sales | 0 | ||
Proceeds from sale of assets | 472 | 5 | |
Net cash used in investing activities | (24,271) | (26,529) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Purchase of shares for treasury | 0 | 0 | |
Proceeds from long-term debt | 2,215 | 0 | |
Payments of long-term debt | (524) | (432) | |
Change in short-term borrowings | 0 | 0 | |
Financing costs | 0 | ||
Tax effect from exercise/vesting of equity awards, net | 0 | 0 | |
Dividends paid | 0 | 0 | |
Other, net | (5,684) | 21,832 | |
Net cash provided by (used in) financing activities | (3,993) | 21,400 | |
CASH FLOWS FROM DISCONTINUED OPERATIONS: | |||
Net cash used in discontinued operations | 0 | 0 | |
Effect of exchange rate changes on cash and equivalents | 0 | 0 | |
NET DECREASE IN CASH AND EQUIVALENTS | 1,437 | (25,003) | |
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD | 10,671 | 31,522 | |
CASH AND EQUIVALENTS AT END OF PERIOD | 12,108 | 10,671 | 6,519 |
Non-Guarantor Companies [Member] | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income | 11,259 | 11,368 | |
Net cash provided by (used in) operating activities | (1,132) | 10,121 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Acquisition of property, plant and equipment | (2,947) | (2,375) | |
Investment in unconsolidated joint venture | $ 0 | ||
Intercompany distributions | 0 | ||
Investment sales | |||
Proceeds from sale of assets | $ 12 | 102 | |
Net cash used in investing activities | (2,935) | (2,273) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Purchase of shares for treasury | 0 | 0 | |
Proceeds from long-term debt | 15,659 | 279 | |
Payments of long-term debt | (21,051) | (312) | |
Change in short-term borrowings | (147) | (1,201) | |
Financing costs | 0 | ||
Tax effect from exercise/vesting of equity awards, net | 0 | 0 | |
Dividends paid | 0 | 0 | |
Other, net | 5,684 | (21,832) | |
Net cash provided by (used in) financing activities | 145 | (23,066) | |
CASH FLOWS FROM DISCONTINUED OPERATIONS: | |||
Net cash used in discontinued operations | (387) | (380) | |
Effect of exchange rate changes on cash and equivalents | (310) | (1,713) | |
NET DECREASE IN CASH AND EQUIVALENTS | (4,619) | (17,311) | |
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD | 38,890 | 54,070 | |
CASH AND EQUIVALENTS AT END OF PERIOD | 34,271 | 38,890 | 36,759 |
Elimination [Member] | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Investment in unconsolidated joint venture | 0 | ||
Investment sales | 0 | ||
Elimination [Member] | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income | (22,526) | (22,722) | |
Net cash provided by (used in) operating activities | 0 | 0 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Acquisition of property, plant and equipment | 0 | 0 | |
Intercompany distributions | 0 | ||
Proceeds from sale of assets | 0 | 0 | |
Net cash used in investing activities | 0 | 0 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Purchase of shares for treasury | 0 | 0 | |
Proceeds from long-term debt | 0 | 0 | |
Payments of long-term debt | 0 | 0 | |
Change in short-term borrowings | 0 | 0 | |
Financing costs | 0 | ||
Tax effect from exercise/vesting of equity awards, net | 0 | 0 | |
Dividends paid | 0 | 0 | |
Other, net | 0 | 0 | |
Net cash provided by (used in) financing activities | 0 | 0 | |
CASH FLOWS FROM DISCONTINUED OPERATIONS: | |||
Net cash used in discontinued operations | 0 | 0 | |
Effect of exchange rate changes on cash and equivalents | 0 | 0 | |
NET DECREASE IN CASH AND EQUIVALENTS | 0 | 0 | |
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD | 0 | 0 | |
CASH AND EQUIVALENTS AT END OF PERIOD | $ 0 | $ 0 | $ 0 |
Uncategorized Items - gff-20151
Label | Element | Value |
Stock Repurchased During Period, Shares | us-gaap_StockRepurchasedDuringPeriodShares | 4,444,444 |
Stock Repurchased During Period, Shares | us-gaap_StockRepurchasedDuringPeriodShares | 12,739,196 |