Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Jun. 30, 2016 | Jul. 31, 2016 | |
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 | 46,051,373 | |
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 | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus (Q1,Q2,Q3,FY) | Q3 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2016 | Sep. 30, 2015 |
CURRENT ASSETS | ||
Cash and equivalents | $ 68,616 | $ 52,001 |
Accounts receivable, net of allowances of $7,874 and $5,342 | 222,768 | 218,755 |
Contract costs and recognized income not yet billed, net of progress payments of $12,890 and $16,467 | 121,591 | 103,895 |
Inventories, net | 314,052 | 325,809 |
Prepaid and other current assets | 63,962 | 55,086 |
Assets of discontinued operations | 1,301 | 1,316 |
Total Current Assets | 792,290 | 756,862 |
PROPERTY, PLANT AND EQUIPMENT, net | 388,149 | 379,972 |
GOODWILL | 360,255 | 356,241 |
INTANGIBLE ASSETS, net | 211,681 | 213,837 |
OTHER ASSETS | 25,219 | 22,346 |
ASSETS OF DISCONTINUED OPERATIONS | 2,047 | 2,175 |
Total Assets | 1,779,641 | 1,731,433 |
CURRENT LIABILITIES | ||
Notes payable and current portion of long-term debt | 17,776 | 16,593 |
Accounts payable | 161,379 | 199,811 |
Accrued liabilities | 109,252 | 104,997 |
Liabilities of discontinued operations | 1,600 | 2,229 |
Total Current Liabilities | 290,007 | 323,630 |
LONG-TERM DEBT, net | 913,838 | 826,976 |
OTHER LIABILITIES | 153,054 | 146,923 |
LIABILITIES OF DISCONTINUED OPERATIONS | 2,715 | 3,379 |
Total Liabilities | 1,359,614 | 1,300,908 |
COMMITMENTS AND CONTINGENCIES - See Note 19 | ||
SHAREHOLDERS’ EQUITY | ||
Total Shareholders’ Equity | 420,027 | 430,525 |
Total Liabilities and Shareholders’ Equity | $ 1,779,641 | $ 1,731,433 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 2016 | Sep. 30, 2015 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, net allowances | $ 6,311 | $ 5,342 |
Contract costs, net of progress payments | 15,273 | 16,467 |
Debt discount, long term debt | $ 3,888 | $ 5,594 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY - 9 months ended Jun. 30, 2016 - 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] |
Stock Repurchased During Period, Shares | 2,714,076,000 | ||||||
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 | 22,287 | 22,287 | |||||
Dividend | (6,686) | (6,686) | |||||
Tax effect from exercise/vesting of equity awards, net | 2,291 | 2,291 | |||||
Amortization of deferred compensation | 2,102 | 2,102 | |||||
Common stock acquired | (50,771) | $ (50,771) | |||||
Common stock acquired (in Shares) | 3,202,000 | ||||||
Equity awards granted, net | 0 | $ 244 | (244) | ||||
Stock grants and equity awards, net (in Shares) | 977,000 | ||||||
ESOP allocation of common stock | 936 | 936 | |||||
Stock-based compensation | 8,432 | 8,432 | |||||
Other comprehensive income, net of tax | 10,911 | 10,911 | |||||
Balance at Jun. 30, 2016 | $ 420,027 | $ 20,014 | $ 529,900 | $ 470,149 | $ (487,330) | $ (80,277) | $ (32,429) |
Balance (in Shares) at Jun. 30, 2016 | 80,057,000 | 33,939,000 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Statement [Abstract] | ||||
Revenue | $ 462,200 | $ 511,694 | $ 1,456,456 | $ 1,513,874 |
Cost of goods and services | 342,843 | 388,205 | 1,106,837 | 1,158,021 |
Gross profit | 119,357 | 123,489 | 349,619 | 355,853 |
Selling, general and administrative expenses | 88,880 | 95,575 | 271,765 | 283,037 |
Restructuring and other related charges | 5,900 | 0 | 5,900 | 0 |
Total operating expenses | 94,780 | 95,575 | 277,665 | 283,037 |
Income from operations | 24,577 | 27,914 | 71,954 | 72,816 |
Other income (expense) | ||||
Interest expense | (13,039) | (12,169) | (37,454) | (35,935) |
Interest income | 79 | 19 | 134 | 291 |
Other, net | 142 | 929 | 312 | (279) |
Total other expense, net | (12,818) | (11,221) | (37,008) | (35,923) |
Income before taxes | 11,759 | 16,693 | 34,946 | 36,893 |
Provision for income taxes | 4,163 | 5,800 | 12,659 | 13,407 |
Net income | $ 7,596 | $ 10,893 | $ 22,287 | $ 23,486 |
Basic income (loss) per common share (in Dollars per share) | $ 0.19 | $ 0.25 | $ 0.54 | $ 0.52 |
Weighted-average shares outstanding | 40,558 | 44,025 | 41,318 | 45,228 |
Diluted income (loss) per common share (in Dollars per share) | $ 0.18 | $ 0.23 | $ 0.50 | $ 0.50 |
Weighted-average shares outstanding | 43,280 | 46,980 | 44,243 | 47,285 |
Dividends paid per common share (in Dollars per share) | $ 0.05 | $ 0.04 | $ 0.15 | $ 0.12 |
Net income | $ 7,596 | $ 10,893 | $ 22,287 | $ 23,486 |
Other comprehensive income (loss), net of taxes: | ||||
Foreign currency translation adjustments | 796 | 4,801 | 11,130 | (41,083) |
Pension and other post retirement plans | 386 | 353 | 1,158 | 1,059 |
Change in cash flow hedges | 1,287 | 209 | (1,377) | 55 |
Change in available-for-sale securities | 0 | 0 | 0 | (870) |
Total other comprehensive income (loss), net of taxes | 2,469 | 5,363 | 10,911 | (40,839) |
Comprehensive income (loss), net | $ 10,065 | $ 16,256 | $ 33,198 | $ (17,353) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 22,287 | $ 23,486 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 51,879 | 51,901 |
Stock-based compensation | 8,432 | 8,303 |
Provision for losses on accounts receivable | 350 | 121 |
Amortization of debt discounts and issuance costs | 5,271 | 4,894 |
Deferred income taxes | 1,249 | 1,111 |
Gain on sale of assets and investments | (240) | (317) |
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 | (18,437) | 14,977 |
(Increase) decrease in inventories | 14,632 | (36,483) |
(Increase) decrease in prepaid and other assets | 1,866 | (596) |
Decrease in accounts payable, accrued liabilities and income taxes payable | (32,827) | (39,864) |
Other changes, net | 3,093 | 2,053 |
Net cash provided by operating activities | 57,555 | 29,586 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisition of property, plant and equipment | (63,247) | (55,365) |
Acquired businesses, net of cash acquired | (4,470) | (2,225) |
Proceeds from sale of assets | 914 | 275 |
Investment sales | 715 | 8,891 |
Net cash used in investing activities | (66,088) | (48,424) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock | 0 | 371 |
Dividends paid | (6,686) | (5,807) |
Purchase of shares for treasury | (50,771) | (58,218) |
Proceeds from long-term debt | 263,249 | 121,523 |
Payments of long-term debt | (177,973) | (80,495) |
Change in short-term borrowings | (45) | (81) |
Financing costs | (4,135) | (592) |
Tax benefit from exercise/vesting of equity awards, net | 2,291 | 345 |
Other, net | (86) | 206 |
Net cash provided by (used in) financing activities | 25,844 | (22,748) |
CASH FLOWS FROM DISCONTINUED OPERATIONS: | ||
Net cash used in operating activities | (1,152) | (830) |
Net cash used in discontinued operations | (1,152) | (830) |
Effect of exchange rate changes on cash and equivalents | 456 | (4,034) |
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS | 16,615 | (46,450) |
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD | 52,001 | 92,405 |
CASH AND EQUIVALENTS AT END OF PERIOD | $ 68,616 | $ 45,955 |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 9 Months Ended |
Jun. 30, 2016 | |
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 have been reclassified to conform to current year presentation. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Jun. 30, 2016 | |
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 $703,250 and $121,438 , respectively, on June 30, 2016 . Fair values were based upon quoted market prices (level 1 inputs). Insurance contracts with values of $3,229 at June 30, 2016 , 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 June 30, 2016 , trading securities, measured at fair value based on quoted prices in active markets for similar assets (level 2 inputs), with a fair value of $1,259 ( $1,000 cost basis) were included in Prepaid and other current assets on the Consolidated Balance Sheets. During the first quarter of 2016, the Company settled trading securities with proceeds totaling $715 and recognized a loss of $13 in Other income (expense). During the second quarter of the prior year, the Company settled all outstanding available-for-sale securities with proceeds totaling $8,891 and recognized a gain of $489 in Other income (expense) and, accordingly, a gain of $870 , net of tax, on available-for-sale securities was reclassified out of Accumulated other comprehensive income (loss) ("AOCI"). Realized and unrealized gains and losses on trading securities, and realized gains and losses on available-for-sale securities are included in Other income in the Consolidated Statements of Operations and Comprehensive Income (Loss). In the normal course of business, Griffon’s operations are exposed to the effects 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 June 30, 2016 , Griffon had $32,000 of Australian dollar contracts at a weighted average rate of $1.35 , 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 AOCI 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 ("COGS"). AOCI included deferred losses of $952 ( $695 , net of tax) at June 30, 2016 and gains (losses) of $(465) and $120 were recorded in COGS during the quarter and nine months ended June 30, 2016 , respectively, for all settled contracts. All contracts expire in 28 to 270 days. At June 30, 2016 , Griffon had $3,383 of Canadian dollar contracts at a weighted average rate of $1.30 . The contracts, which protect Canada operations from currency fluctuations for U.S. dollar based purchases, do not qualify for hedge accounting. For the quarter and nine months ended June 30, 2016 , a fair value gain (loss) of $42 and $(242) , respectively, were recorded to Other liabilities and to Other income for the outstanding contracts, based on similar contract values (level 2 inputs). Realized gains (losses) of $(70) and $107 were recorded in Other income during the quarter and nine months ended June 30, 2016 , respectively, for all settled contracts. All contracts expire in 29 to 339 days. |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS AND INVESTMENTS On February 14, 2016, AMES Australia acquired substantially all of the Intellectual Property (IP) assets of Australia-based Nylex Plastics Pty Ltd. for approximately $1,700 . Through this acquisition, AMES and Griffon secured the ownership of the trademark “Nylex” for certain categories of AMES products, principally in the country of Australia. Previously, the Nylex name was licensed. The acquisition of the Nylex IP was contemplated as a post-closing activity of the Cyclone acquisition and supports AMES' Australian watering products strategy. The purchase price was allocated to indefinite lived trademarks and is not deductible for income taxes. 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 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 | 9 Months Ended |
Jun. 30, 2016 | |
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 June 30, 2016 At September 30, 2015 Raw materials and supplies $ 83,147 $ 91,973 Work in process 73,986 70,811 Finished goods 156,919 163,025 Total $ 314,052 $ 325,809 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 9 Months Ended |
Jun. 30, 2016 | |
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 June 30, 2016 At September 30, 2015 Land, building and building improvements $ 136,986 $ 131,546 Machinery and equipment 789,379 747,194 Leasehold improvements 47,997 47,465 974,362 926,205 Accumulated depreciation and amortization (586,213 ) (546,233 ) Total $ 388,149 $ 379,972 Depreciation and amortization expense for property, plant and equipment was $15,780 and $15,541 for the quarters ended June 30, 2016 and 2015 , respectively, and $46,236 and $46,099 for the nine months ended June 30, 2016 and 2015, respectively. Depreciation included in SG&A expenses was $3,327 and $3,257 for the quarters ended June 30, 2016 and 2015, respectively, and $9,735 and $9,688 for the nine months ended June 30, 2016 and 2015, 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 nine months ended June 30, 2016 , which would require additional impairment testing of property, plant and equipment. |
GOODWILL AND OTHER INTANGIBLES
GOODWILL AND OTHER INTANGIBLES | 9 Months Ended |
Jun. 30, 2016 | |
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 nine months ended June 30, 2016 : At September 30, 2015 Other At June 30, 2016 Home & Building Products $ 285,825 $ 1,102 $ 286,927 Telephonics 18,545 — 18,545 PPC 51,871 2,912 54,783 Total $ 356,241 $ 4,014 $ 360,255 The following table provides the gross carrying value and accumulated amortization for each major class of intangible assets: At June 30, 2016 At September 30, 2015 Gross Carrying Amount Accumulated Amortization Average Life (Years) Gross Carrying Amount Accumulated Amortization Customer relationships $ 169,909 $ 45,235 25 $ 168,560 $ 39,755 Unpatented technology 6,092 3,934 12.5 6,107 3,525 Total amortizable intangible assets 176,001 49,169 174,667 43,280 Trademarks 84,849 — 82,450 — Total intangible assets $ 260,850 $ 49,169 $ 257,117 $ 43,280 Amortization expense for intangible assets was $1,898 and $1,907 for the quarters ended June 30, 2016 and 2015, respectively and $5,643 and $5,801 for the nine months ended June 30, 2016 and 2015, respectively. No event or indicator of impairment occurred during the nine months ended June 30, 2016 which would require impairment testing of long-lived intangible assets including goodwill. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES In both the quarter and nine months ended June 30, 2016 and 2015, the Company reported pretax income, and recognized tax provisions of 35.4% and 36.2% for the quarter and nine months ended June 30, 2016, respectively, compared to 34.7% and 36.3% , respectively, in the comparable prior year periods. The quarter and nine months ended June 30, 2016 included $775 and $1,132 , of discrete tax benefits, respectively, resulting primarily from the release of unrecognized tax benefits and the retroactive extension of the federal R&D credit signed into law December 18, 2015. The comparable prior year periods ended June 30, 2015 included a $250 discrete tax benefit and $244 discrete provision, respectively, primarily resulting from 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 restructuring and discrete items, the effective tax rates for the quarter and nine months ended June 30, 2016 were 37.5% and 37.9% , respectively, compared to 36.3% and 35.7% , respectively, in the comparable prior year periods. |
LONG-TERM DEBT
LONG-TERM DEBT | 9 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT At June 30, 2016 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) $ 725,000 $ (1,514 ) $ (10,252 ) $ 713,234 5.25 % $ 600,000 $ — $ (8,264 ) $ 591,736 5.25 % Revolver due 2021 (b) — — (2,583 ) (2,583 ) n/a 35,000 — (2,049 ) 32,951 n/a Convert. debt due 2017 (c) 100,000 (2,374 ) (238 ) 97,388 4.00 % 100,000 (5,594 ) (571 ) 93,835 4.00 % Real estate mortgages (d) 38,533 — (622 ) 37,911 n/a 32,280 — (470 ) 31,810 n/a ESOP Loans (e) 35,092 — (171 ) 34,921 n/a 36,744 — (224 ) 36,520 n/a Capital lease - real estate (f) 6,722 — (137 ) 6,585 5.00 % 7,524 — (156 ) 7,368 5.00 % Non U.S. lines of credit (g) 6,078 — (5 ) 6,073 n/a 8,934 — (3 ) 8,931 n/a Non U.S. term loans (g) 34,723 — (166 ) 34,557 n/a 39,142 — (299 ) 38,843 n/a Other long term debt (h) 3,550 — (22 ) 3,528 n/a 1,575 — — 1,575 n/a Totals 949,698 (3,888 ) (14,196 ) 931,614 861,199 (5,594 ) (12,036 ) 843,569 less: Current portion (17,776 ) — — (17,776 ) (16,593 ) — — (16,593 ) Long-term debt $ 931,922 $ (3,888 ) $ (14,196 ) $ 913,838 $ 844,606 $ (5,594 ) $ (12,036 ) $ 826,976 (1) n/a = not applicable Three Months Ended June 30, 2016 Three Months Ended June 30, 2015 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) 5.5 % 8,641 36 383 9,060 5.5% 7,875 — 323 8,198 Revolver due 2021 (b) n/a 660 — 137 797 n/a 761 — 116 877 Convert. debt due 2017 (c) 9.1 % 1,000 1,093 111 2,204 9.1 % 1,000 1,004 111 2,115 Real estate mortgages (d) 2.3 % 194 — 26 220 3.8 % 117 — 36 153 ESOP Loans (e) 3.3 % 274 — 18 292 2.9 % 255 — 17 272 Capital lease - real estate (f) 5.4 % 87 — 6 93 5.3 % 100 — 6 106 Non U.S. lines of credit (g) n/a 367 — 23 390 n/a 195 — — 195 Non U.S. term loans (g) n/a 276 — 53 329 n/a 324 — 14 338 Other long term debt (h) n/a 97 — — 97 n/a 12 — 1 13 Capitalized interest (443 ) — — (443 ) (98 ) — — (98 ) Totals $ 11,153 $ 1,129 $ 757 $ 13,039 $ 10,541 $ 1,004 $ 624 $ 12,169 (1) n/a = not applicable Nine Months Ended June 30, 2016 Nine Months Ended June 30, 2015 Effective Interest Rate (1) Cash Interest Amort. Debt Discount Amort. Debt Issuance Costs & Other Fees Total Interest Expense Effective Interest Rate (1) Cash Interest Amort. Debt Discount Amort. Debt Issuance Costs & Other Fees Total Interest Expense Senior notes due 2022 (a) 5.5 % 24,391 36 1,028 25,455 5.5 % 23,625 — 967 24,592 Revolver due 2021 (b) n/a 2,185 — 374 2,559 n/a 1,758 — 407 2,165 Convert. debt due 2017 (c) 9.0 % 3,000 3,220 333 6,553 9.2 % 3,000 2,956 332 6,288 Real estate mortgages (d) 2.2 % 499 — 55 554 3.8 % 357 — 108 465 ESOP Loans (e) 3.2 % 805 — 53 858 2.9 % 769 — 52 821 Capital lease - real estate (f) 5.4 % 270 — 19 289 5.3 % 308 — 19 327 Non U.S. lines of credit (g) n/a 723 — 69 792 n/a 445 — — 445 Non U.S. term loans (g) n/a 832 — 79 911 n/a 1,049 — 44 1,093 Other long term debt (h) n/a 195 — — 195 n/a 65 — 9 74 Capitalized interest (717 ) — 5 (712 ) (335 ) — — (335 ) Totals $ 32,183 $ 3,256 $ 2,015 $ 37,454 $ 31,041 $ 2,956 $ 1,938 $ 35,935 (1) n/a = not applicable $600,000 5.25% senior notes due 2022, at par, which was completed on February 27, 2014 (collectively the “Senior Notes”). As of May 18, 2016, outstanding Senior Notes due totaled $725,000 ; interest is payable semi-annually on March 1 and September 1. The net proceeds of the add-on offering were used to pay down outstanding borrowings under Griffon's Revolving Credit Facility (the "Credit Agreement"). In connection with the issuance and exchange of the $125,000 senior notes, Griffon capitalized $3,016 of underwriting fees and other expenses in the quarter, which will amortize over the term of such notes; Griffon capitalized $10,313 in connection with the previously issued $600,000 senior notes. The Senior Notes are senior unsecured obligations of Griffon guaranteed by certain domestic subsidiaries, and subject to certain covenants, limitations and restrictions. On July 20, 2016 and June 18, 2014, Griffon exchanged all of the $125,000 , and $600,000 Senior Notes, respectively, for substantially identical Senior Notes registered under the Securities Act of 1933 via an exchange offer. The fair value of the Senior Notes approximated $703,250 on June 30, 2016 based upon quoted market prices (level 1 inputs). (b) On March 22, 2016, Griffon amended the Credit Agreement to increase the maximum borrowing availability from $250,000 to $350,000 , extend its maturity date from March 13, 2020 to March 22, 2021 and modified certain other provisions of the facility. The facility includes a letter of credit sub-facility with a limit of $50,000 and a multi-currency sub-facility of $50,000 . The Credit Agreement provides for same day borrowings of base rate loans. Borrowings under the Credit Agreement may be repaid and re-borrowed at any time, subject to final maturity of the facility or the occurrence of an event of default under the Credit Agreement. Interest is payable on borrowings at either a LIBOR or base rate benchmark rate, in each case without a floor, plus an applicable margin, which adjusts based on financial performance. Current margins are 1.25% for base rate loans and 2.25% for LIBOR loans. The Credit Agreement has certain financial maintenance tests including a maximum total leverage ratio, a maximum senior secured leverage ratio and a minimum interest coverage ratio, as well as customary affirmative and negative covenants, and events of default. The negative covenants place limits on Griffon's ability to, among other things, incur indebtedness, incur liens, and make restricted payments and investments. Borrowings under the Credit Agreement are guaranteed by Griffon’s material domestic subsidiaries and are secured, on a first priority basis, by substantially all domestic assets of the Company and the guarantors, and a pledge of not greater than 65% of the equity interest in Griffon’s material, first-tier foreign subsidiaries (except that a lien on the assets of Griffon's material domestic subsidiaries securing a limited amount of the debt under the credit agreement relating to Griffon's Employee Stock Ownership Plan ("ESOP") ranks pari passu with the lien granted on such assets under the Credit Agreement; see footnote (e) below). At June 30, 2016 , there were no outstanding borrowings and standby letters of credit were $15,794 under the Credit Agreement; $334,206 was available, subject to certain loan covenants, for borrowing at that date. (c) On December 21, 2009, Griffon issued $100,000 principal amount of 4% convertible subordinated notes due 2017 (the “2017 Notes”). The current conversion rate of the 2017 Notes is 70.1632 shares of Griffon’s common stock per $1 principal amount of notes, corresponding to a conversion price of $14.25 per share. Since July 15, 2016, any holder has had the option to convert such holder's notes. Under the terms of the 2017 Notes, Griffon has the right to settle the conversion of the 2017 Notes in cash, stock or a combination of cash and stock. On July 14, 2016, Griffon announced that it will settle, upon conversion, up to $125,000 of the conversion value of the 2017 Notes in cash, with amounts in excess of $125,000 , if any, to be settled in shares of Griffon common stock. 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% . At both June 30, 2016 and 2015, the 2017 Notes had a capital in excess of par component, net of tax, of $15,720 . The fair value of the 2017 Notes approximated $121,438 on June 30, 2016 based upon quoted market prices (level 1 inputs). These notes are classified as long term debt as Griffon has the intent and ability to refinance the principal amount of the notes, including with borrowings under the Credit Agreement. (d) In September 2015 and March 2016, Griffon entered into mortgage loans in the amounts of $32,280 and $8,000 , respectively. The mortgage loans are secured by four properties occupied by Griffon's subsidiaries. The loans mature in September 2025 and April 2018, respectively, are collateralized by the specific properties financed and are guaranteed by Griffon. The loans bear interest at a rate of LIBOR plus 1.50% . At June 30, 2016 , $37,913 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. As of June 30, 2016 , $34,921 , net of issuance costs, was outstanding under the Term Loan. The Term Loan is secured by shares purchased with the proceeds of the loan and with a lien on a specific amount of Griffon assets (which lien ranks pari passu with the lien granted on such assets under the Credit Agreement) and is guaranteed by Griffon. (f) In October 2006, CBP entered into a capital lease totaling $14,290 for real estate in Troy, Ohio. The lease matures in 2022 , bears interest at a fixed rate of 5.0% , is secured by a mortgage on the real estate and is guaranteed by Griffon. At June 30, 2016 , $6,585 was outstanding, net of issuance costs. (g) In September 2015, Clopay Europe GmbH (“Clopay Europe”) entered into a EUR 5,000 ( $5,541 as of June 30, 2016 ) revolving credit facility and EUR 15,000 term loan. The term loan is payable in twelve quarterly installments of EUR 1,250 , bears interest at a fixed rate of 2.5% and matures in September 2018. The revolving facility matures in September 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 June 30, 2016). The revolver and the term loan are both secured by substantially all of the assets of Clopay Europe and its subsidiaries. Griffon guarantees the revolving facility and term loan. The term loan has an outstanding balance of EUR 11,250 ( $12,469 at June 30, 2016 ) and the revolver had no borrowings outstanding at June 30, 2016 . Clopay Europe is required to maintain a certain minimum equity to assets ratio and is subject to a maximum debt leverage ratio (defined as the ratio of total debt to EBITDA). Clopay do Brazil maintains lines of credit of R$12,800 ( $3,738 as of June 30, 2016 ). Interest on borrowings accrues at a rate of Brazilian CDI plus 6.0% ( 20.13% at June 30, 2016 ). At June 30, 2016 there was approximately R$7,175 ( $2,235 as of June 30, 2016 ) borrowed under the lines. PPC guarantees the lines. In November 2012, Garant G.P. (“Garant”) entered into a CAD $15,000 ( $11,534 as of June 30, 2016 ) revolving credit facility. The facility accrues interest at LIBOR (USD) or the Bankers Acceptance Rate (CDN) plus 1.3% per annum ( 1.95% LIBOR USD and 2.10% Bankers Acceptance Rate CDN as of June 30, 2016 ). The revolving facility matures in October 2016. This facility is classified as long term debt as Griffon has the intent and ability to refinance the borrowings. Garant is required to maintain a certain minimum equity. At June 30, 2016 , there was CAD $3,068 ( $2,359 as of June 30, 2016 ) borrowed under the revolving credit facility with CAD $11,932 ( $9,175 as of June 30, 2016 ) available for borrowing. In December 2013 and May 2014, Griffon Australia Holdings Pty Ltd ("Griffon Australia"; 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 , respectively. The AUD 12,500 term loan required quarterly interest payments with principal due upon maturity in December 2016. As of June 30, 2016, this loan was classified as long term debt as Griffon had the intent and ability to refinance the principal amount. The AUD 20,000 term loan required quarterly principal payments of AUD 625 , with a balloon payment due upon maturity in May 2017. The loans accrued interest at Bank Bill Swap Bid Rate “BBSY” plus 2.8% per annum ( 4.79% at June 30, 2016 for each loan). As of June 30, 2016 , Griffon had an outstanding combined balance of AUD $30,000 ( $22,254 as of June 30, 2016 ) on the term loans. A subsidiary of Northcote Holdings Pty Ltd also maintains a line of credit of AUD 5,000 ( $3,709 as of June 30, 2016 ), which accrues interest at BBSY plus 2.50% per annum ( 4.49% at June 30, 2016 ). At June 30, 2016 , there were AUD 2,000 ( $1,484 as of June 30, 2016 ) outstanding under the line. The assets of a subsidiary of Northcote Holdings Pty Ltd secures the AUD 5,000 line of credit. In July 2016, Griffon Australia and its Australian subsidiaries entered into an AUD 10,000 revolver and an AUD 30,000 term loan. The term loan refinanced the two existing term loans referred to above. The term loan requires quarterly principal payments of AUD 750 plus interest with a balloon payment of AUD 21,000 due upon maturity in June 2019, and accrues interest at Bank Bill Swap Bid Rate “BBSY” plus 2.25% per annum. The revolving facility matures in June 2017 but is renewable upon mutual agreement with the bank, and accrues interest at BBSY plus 2.0% per annum. The revolver and the term loan are both secured by substantially all of the assets of Griffon Australia and its subsidiaries. Griffon guarantees the term loan. Griffon Australia is required to maintain a certain minimum equity level and is subject to a maximum leverage ratio and a minimum fixed charges cover ratio. (h) Other long-term debt primarily consists of a loan with the Pennsylvania Industrial Development Authority with the balance consisting of capital leases. At June 30, 2016 , 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) | 9 Months Ended |
Jun. 30, 2016 | |
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. The following table is a reconciliation of the share amounts (in thousands) used in computing earnings per share: Three Months Ended June 30, Nine Months Ended June 30, 2016 2015 2016 2015 Weighted average shares outstanding - basic 40,558 44,025 41,318 45,228 Incremental shares from stock based compensation 1,876 2,056 2,047 1,929 Convertible debt due 2017 846 899 878 128 Weighted average shares outstanding - diluted 43,280 46,980 44,243 47,285 Anti-dilutive options excluded from diluted EPS computation 377 480 404 514 As of June 30, 2016, Griffon had 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. On July 14, 2016, Griffon announced that it will settle, upon conversion, up to $125,000 of the conversion value in cash, with the incremental amount, if any, to be settled in shares of Griffon common stock. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 9 Months Ended |
Jun. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY | SHAREHOLDERS’ EQUITY During 2016, the Company paid a quarterly cash dividend of $0.05 per share in each quarter, totaling $0.15 per share for the nine months ended June 30, 2016. 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 of debt service payments and compensation expense. A dividend payable was established for the holders of restricted shares; such dividends will be released upon vesting of the underlying restricted shares. On August 3, 2016 the Board of Directors declared a quarterly cash dividend of $0.05 per share, payable on September 22, 2016 to shareholders of record as of the close of business on August 25, 2016. Compensation expense for restricted stock 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 canceled or forfeited. As of June 30, 2016 , there were 1,807,343 shares available for grant. All grants outstanding under former equity plans will continue under their terms; no additional awards will be granted under such plans. During the first quarter of 2016, Griffon granted 372,243 shares of restricted stock, subject to certain performance conditions, with vesting periods of three years , with a total fair value of $6,425 , or a weighted average fair value of $17.26 per share. During the second quarter of 2016, Griffon granted 677,461 shares of restricted stock consisting of 605,000 shares to two senior executives with a vesting period of four years and a two year post-vesting holding period, and 31,761 shares of restricted stock, subject to certain performance conditions, with a vesting period of three years and a fair value of $473 , or a weighted average fair value of $14.90 per share. Griffon also granted 40,700 shares with a vesting period of three years and a fair value of $618 , or a weighted average fair value of $15.18 per share. The grants issued to two senior executive are 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 $4,247 , or a weighted average fair value of $7.02 . During the third quarter of 2016, no shares of restricted stock were granted. For the quarters ended June 30, 2016 and 2015, stock based compensation expense totaled $2,877 and $2,931 , respectively. For the nine months ended June 30, 2016 and 2015, stock based compensation expense totaled $8,432 and $8,303 , respectively. During the quarter and nine months ended June 30, 2016 , 300,399 shares, with a market value of $4,834 or $16.09 per share, and 488,621 shares, with a market value of $8,410 or $17.21 per share, respectively, were withheld to settle employee taxes due to the vesting of restricted stock, and were added to treasury. On each of March 20, 2015 and July 29, 2015, Griffon’s Board of Directors authorized the repurchase of up to $50,000 of Griffon’s outstanding common stock. Under these share repurchase 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 June 30, 2016 , Griffon purchased 764,738 shares of common stock under the July 2015 program, for a total of $12,297 or $16.08 per share. During the nine months ended June 30, 2016 , Griffon purchased 2,714,076 shares of common stock under both the March 2015 and July 2015 programs, for a total of $42,232 or $15.56 per share. As of June 30, 2016 , $15,693 remains under the July 2015 Board authorization. On August 3, 2016, Griffon's Board of Directors authorized the repurchase of an additional $50,000 of Griffon's outstanding common stock. During the fourth quarter, through and including August 2, 2016, the Company purchased 64,706 shares for a total of $1,078 . Accordingly, Griffon now has $14,615 available under the July 2015 authorization and a total of $64,615 available for the purchase of its shares of common stock inclusive of the August 3, 2016 authorization. From August 2011 to June 30, 2016 , Griffon repurchased 15,020,853 shares of common stock, for a total of $195,364 or $13.01 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 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 5,555,556 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 | 9 Months Ended |
Jun. 30, 2016 | |
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 June 30, For the Nine Months Ended June 30, REVENUE 2016 2015 2016 2015 Home & Building Products: AMES $ 122,198 $ 140,614 $ 406,335 $ 432,816 CBP 133,362 131,577 389,657 374,690 Home & Building Products 255,560 272,191 795,992 807,506 Telephonics 91,767 115,340 306,678 304,685 PPC 114,873 124,163 353,786 401,683 Total consolidated net sales $ 462,200 $ 511,694 $ 1,456,456 $ 1,513,874 The following table reconciles segment operating profit to income before taxes: For the Three Months Ended June 30, For the Nine Months Ended June 30, INCOME BEFORE TAXES 2016 2015 2016 2015 Segment operating profit: Home & Building Products $ 23,201 $ 16,268 $ 62,170 $ 41,288 Telephonics 9,471 13,284 25,159 29,915 PPC 1,672 8,299 13,569 26,186 Total segment operating profit 34,344 37,851 100,898 97,389 Net interest expense (12,960 ) (12,150 ) (37,320 ) (35,644 ) Unallocated amounts (9,625 ) (9,008 ) (28,632 ) (24,852 ) Income before taxes $ 11,759 $ 16,693 $ 34,946 $ 36,893 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) and restructuring charges, 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 before taxes: For the Three Months Ended June 30, For the Nine Months Ended June 30, 2016 2015 2016 2015 Segment adjusted EBITDA: Home & Building Products $ 32,082 $ 25,386 $ 88,249 $ 67,186 Telephonics 12,125 15,712 32,913 37,360 PPC 13,588 14,084 37,154 44,399 Total Segment adjusted EBITDA 57,795 55,182 158,316 148,945 Net interest expense (12,960 ) (12,150 ) (37,320 ) (35,644 ) Segment depreciation and amortization (17,551 ) (17,331 ) (51,518 ) (51,556 ) Unallocated amounts (9,625 ) (9,008 ) (28,632 ) (24,852 ) Restructuring charges (5,900 ) — (5,900 ) — Income before taxes $ 11,759 $ 16,693 $ 34,946 $ 36,893 Unallocated amounts typically include general corporate expenses not attributable to a reportable segment. For the Three Months Ended June 30, For the Nine Months Ended June 30, DEPRECIATION and AMORTIZATION 2016 2015 2016 2015 Segment: Home & Building Products $ 8,881 $ 9,118 $ 26,079 $ 25,898 Telephonics 2,654 2,428 7,754 7,445 PPC 6,016 5,785 17,685 18,213 Total segment depreciation and amortization 17,551 17,331 51,518 51,556 Corporate 126 117 361 345 Total consolidated depreciation and amortization $ 17,677 $ 17,448 $ 51,879 $ 51,901 CAPITAL EXPENDITURES Segment: Home & Building Products $ 9,148 $ 8,644 $ 37,263 $ 30,019 Telephonics 2,360 1,644 5,598 3,952 PPC 5,648 4,820 19,008 19,985 Total segment 17,156 15,108 61,869 53,956 Corporate 139 544 1,378 1,409 Total consolidated capital expenditures $ 17,295 $ 15,652 $ 63,247 $ 55,365 ASSETS At June 30, 2016 At September 30, 2015 Segment assets: Home & Building Products $ 1,018,530 $ 1,034,032 Telephonics 318,654 302,560 PPC 347,096 343,519 Total segment assets 1,684,280 1,680,111 Corporate 92,013 47,831 Total continuing assets 1,776,293 1,727,942 Assets of discontinued operations 3,348 3,491 Consolidated total $ 1,779,641 $ 1,731,433 |
DEFINED BENEFIT PENSION EXPENSE
DEFINED BENEFIT PENSION EXPENSE | 9 Months Ended |
Jun. 30, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
DEFINED BENEFIT PENSION EXPENSE | DEFINED BENEFIT PENSION EXPENSE Defined benefit pension expense (income) was as follows: Three Months Ended June 30, Nine Months Ended June 30, 2016 2015 2016 2015 Interest cost $ 1,065 $ 2,207 $ 5,225 $ 6,621 Expected return on plan assets (2,489 ) (2,932 ) (8,321 ) (8,796 ) Amortization: Prior service cost 3 4 11 12 Recognized actuarial loss 590 541 1,771 1,623 Net periodic expense (income) $ (831 ) $ (180 ) $ (1,314 ) $ (540 ) In 2016, the Company changed the method used to estimate the service and interest components of net periodic benefit cost for pension and other post-retirement benefits from the single weighted-average discount rate to the spot rate method. There was no impact on the total benefit obligation. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 9 Months Ended |
Jun. 30, 2016 | |
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 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. In February 2016, the FASB issued guidance on lease accounting requiring lessees to recognize a right-of-use asset and a lease liability for long-term leases. The liability will be equal to the present value of lease payments. This guidance must be applied using a modified retrospective transition approach to all annual and interim periods presented and is effective for the company beginning in fiscal 2019. We are currently evaluating the impact of the guidance on the Company's financial condition, results of operations and related disclosures. In March 2016, the FASB issued guidance on simplifying several aspects of accounting for share-based payment award transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This guidance requires a mix of prospective, modified retrospective, and retrospective transition to all annual and interim periods presented and is effective for the Company beginning in fiscal 2018. We are currently evaluating the impact of the guidance on the Company's financial condition, results of operations and related disclosures. 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 | 9 Months Ended |
Jun. 30, 2016 | |
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 June 30, 2016 At September 30, 2015 Assets of discontinued operations: Prepaid and other current assets $ 1,301 $ 1,316 Other long-term assets 2,047 2,175 Total assets of discontinued operations $ 3,348 $ 3,491 Liabilities of discontinued operations: Accrued liabilities, current $ 1,600 $ 2,229 Other long-term liabilities 2,715 3,379 Total liabilities of discontinued operations $ 4,315 $ 5,608 There was no Installation Services revenue or income for the nine months ended June 30, 2016 or 2015. |
RESTRUCTURING AND OTHER RELATED
RESTRUCTURING AND OTHER RELATED CHARGES (Notes) | 9 Months Ended |
Jun. 30, 2016 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING AND OTHER RELATED CHARGES | RESTRUCTURING AND OTHER RELATED CHARGES During the third quarter of 2016, PPC incurred pre-tax restructuring and related exit costs approximating $5,900 primarily related to headcount reductions at PPC’s Dombuhl, Germany facility, other location headcount reductions and for costs related to the shut down of PPC's Turkey facility. These actions resulted in the elimination of approximately 83 positions. The Dombuhl charges are related to an optimization plan that will drive innovation and enhance our industry leading position in printed breathable back sheet. The facility will be transformed into a state of the art hygiene products facility focused on breathable printed film and siliconized products. In conjunction with this effort, our customer base will be streamlined, and we will dispose of old assets and reduce overhead costs, allowing for gains in efficiencies. A summary of the restructuring and other related charges included in the line item “Restructuring and other related charges” in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) were recognized as follows: Workforce Facilities & Other Non-cash Total Amounts incurred in: Quarter ended June 30, 2016 $ 3,337 $ 659 $ 1,073 $ 831 $ 5,900 Nine Months Ended June 30, 2016 $ 3,337 $ 659 $ 1,073 $ 831 $ 5,900 The activity in the restructuring accrual recorded in accrued liabilities consisted of the following: Workforce Facilities & Other Total Accrued liability at September 30, 2015 $ — $ — $ — $ — Charges 3,337 659 1,073 5,069 Payments (530 ) (28 ) (217 ) (775 ) Accrued liability at June 30, 2016 $ 2,807 $ 631 $ 856 $ 4,294 |
OTHER EXPENSE
OTHER EXPENSE | 9 Months Ended |
Jun. 30, 2016 | |
Other Income and Expenses [Abstract] | |
OTHER EXPENSE | OTHER EXPENSE For the quarters ended June 30, 2016 and 2015 , Other income (expense) included $192 and $722 , respectively, of net currency exchange 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 $58 and $(36) , respectively, of net investment income (loss). For the nine months ended June 30, 2016 and 2015 , Other income (expense) included $301 and $(803) , 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 $260 and $527 , respectively, of net investment income. |
WARRANTY LIABILITY
WARRANTY LIABILITY | 9 Months Ended |
Jun. 30, 2016 | |
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 June 30, Nine Months Ended June 30, 2016 2015 2016 2015 Balance, beginning of period $ 5,185 $ 5,675 $ 4,756 $ 4,935 Warranties issued and changes in estimated pre-existing warranties 1,293 1,057 3,489 3,848 Actual warranty costs incurred (1,494 ) (1,803 ) (3,261 ) (3,854 ) Balance, end of period $ 4,984 $ 4,929 $ 4,984 $ 4,929 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Jun. 30, 2016 | |
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 media, 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 media, 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 of New York 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. In May 2016, AMES submitted a Feasibility Study, evaluating a number of remedial options, and recommending excavation and offsite disposal of lead contaminated soils and capping of other areas of the site impacted by other metals. The DEC is evaluating the Feasibility Study and is expected to issue a Record of Decision approving the selection of a remedial alternative in late 2016 or early 2017. 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 $7,141 and $7,757 for the three months ended June 30, 2016 and 2015, respectively and totaled approximately $21,778 and $15,400 for the nine months ended June 30, 2016 and 2015, respectively. Aggregate future annual minimum lease payments for operating leases are $26,655 in 2016, $21,710 in 2017, $17,815 in 2018, $14,704 in 2019, $10,036 in 2020 and $9,294 thereafter. |
CONSOLIDATING GUARANTOR AND NON
CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION | 9 Months Ended |
Jun. 30, 2016 | |
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 June 30, 2016 and September 30, 2015 and for the three and nine months ended June 30, 2016 and 2015 . 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 June 30, 2016 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CURRENT ASSETS Cash and equivalents $ 22,699 $ 8,691 $ 37,226 $ — $ 68,616 Accounts receivable, net of allowances — 195,787 56,022 (29,041 ) 222,768 Contract costs and recognized income not yet billed, net of progress payments — 121,352 239 — 121,591 Inventories, net — 240,544 73,508 — 314,052 Prepaid and other current assets 34,652 30,343 14,408 (15,441 ) 63,962 Assets of discontinued operations — — 1,301 — 1,301 Total Current Assets 57,351 596,717 182,704 (44,482 ) 792,290 PROPERTY, PLANT AND EQUIPMENT, net 1,026 289,928 97,195 — 388,149 GOODWILL — 284,875 75,380 — 360,255 INTANGIBLE ASSETS, net — 149,073 62,608 — 211,681 INTERCOMPANY RECEIVABLE 553,059 799,370 292,743 (1,645,172 ) — EQUITY INVESTMENTS IN SUBSIDIARIES 808,951 661,936 1,805,573 (3,276,460 ) — OTHER ASSETS 6,854 8,999 24,312 (14,946 ) 25,219 ASSETS OF DISCONTINUED OPERATIONS — — 2,047 — 2,047 Total Assets $ 1,427,241 $ 2,790,898 $ 2,542,562 $ (4,981,060 ) $ 1,779,641 CURRENT LIABILITIES Notes payable and current portion of long-term debt $ 2,735 $ 2,304 $ 12,737 $ — $ 17,776 Accounts payable and accrued liabilities 53,989 177,862 83,597 (44,817 ) 270,631 Liabilities of discontinued operations — — 1,600 — 1,600 Total Current Liabilities 56,724 180,166 97,934 (44,817 ) 290,007 LONG-TERM DEBT, net 848,004 19,424 46,410 — 913,838 INTERCOMPANY PAYABLES 68,957 743,810 815,214 (1,627,981 ) — OTHER LIABILITIES 33,529 105,679 22,224 (8,378 ) 153,054 LIABILITIES OF DISCONTINUED OPERATIONS — — 2,715 — 2,715 Total Liabilities 1,007,214 1,049,079 984,497 (1,681,176 ) 1,359,614 SHAREHOLDERS’ EQUITY 420,027 1,741,819 1,558,065 (3,299,884 ) 420,027 Total Liabilities and Shareholders’ Equity $ 1,427,241 $ 2,790,898 $ 2,542,562 $ (4,981,060 ) $ 1,779,641 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 June 30, 2016 ($ in thousands) Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 369,235 $ 100,420 $ (7,455 ) $ 462,200 Cost of goods and services — 267,804 82,914 (7,875 ) 342,843 Gross profit — 101,431 17,506 420 119,357 Selling, general and administrative expenses 6,646 64,735 17,591 (92 ) 88,880 Restructuring and other related charges — 1,299 4,601 — 5,900 Total operating expenses 6,646 66,034 22,192 (92 ) 94,780 Income (loss) from operations (6,646 ) 35,397 (4,686 ) 512 24,577 Other income (expense) Interest income (expense), net (3,347 ) (7,656 ) (1,957 ) — (12,960 ) Other, net 67 714 (127 ) (512 ) 142 Total other income (expense) (3,280 ) (6,942 ) (2,084 ) (512 ) (12,818 ) Income (loss) before taxes (9,926 ) 28,455 (6,770 ) — 11,759 Provision (benefit) for income taxes 12,946 7,167 (15,950 ) — 4,163 Income (loss) before equity in net income of subsidiaries (22,872 ) 21,288 9,180 — 7,596 Equity in net income (loss) of subsidiaries 30,468 7,454 21,288 (59,210 ) — Net income (loss) $ 7,596 $ 28,742 $ 30,468 $ (59,210 ) $ 7,596 Net Income (loss) $ 7,596 $ 28,742 $ 30,468 $ (59,210 ) $ 7,596 Other comprehensive income (loss), net of taxes 2,469 (2,652 ) 4,920 (2,268 ) 2,469 Comprehensive income (loss) $ 10,065 $ 26,090 $ 35,388 $ (61,478 ) $ 10,065 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Three Months Ended June 30, 2015 ($ in thousands) Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 416,433 $ 110,204 $ (14,943 ) $ 511,694 Cost of goods and services — 310,578 85,841 (8,214 ) 388,205 Gross profit — 105,855 24,363 (6,729 ) 123,489 Selling, general and administrative expenses 5,978 73,190 24,286 (7,879 ) 95,575 Income (loss) from operations (5,978 ) 32,665 77 1,150 27,914 Other income (expense) Interest income (expense), net (2,402 ) (7,770 ) (1,978 ) — (12,150 ) Other, net (26 ) 2,075 30 (1,150 ) 929 Total other income (expense) (2,428 ) (5,695 ) (1,948 ) (1,150 ) (11,221 ) Income (loss) before taxes (8,406 ) 26,970 (1,871 ) — 16,693 Provision (benefit) for income taxes (3,194 ) 9,726 (732 ) — 5,800 Income (loss) before equity in net income of subsidiaries (5,212 ) 17,244 (1,139 ) — 10,893 Equity in net income (loss) of subsidiaries 16,105 (1,206 ) 17,244 (32,143 ) — Net income (loss) $ 10,893 $ 16,038 $ 16,105 $ (32,143 ) $ 10,893 Net Income (loss) $ 10,893 $ 16,038 $ 16,105 $ (32,143 ) $ 10,893 Other comprehensive income (loss), net of taxes 5,363 2,077 3,258 (5,335 ) 5,363 Comprehensive income (loss) $ 16,256 $ 18,115 $ 19,363 $ (37,478 ) $ 16,256 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Nine Months Ended June 30, 2016 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 1,165,484 $ 313,766 $ (22,794 ) $ 1,456,456 Cost of goods and services — 879,391 251,303 (23,857 ) 1,106,837 Gross profit — 286,093 62,463 1,063 349,619 Selling, general and administrative expenses 19,574 196,879 55,589 (277 ) 271,765 Restructuring and other related charges — 1,299 4,601 — 5,900 Total operating expenses 19,574 198,178 60,190 (277 ) 277,665 Income (loss) from operations (19,574 ) 87,915 2,273 1,340 71,954 Other income (expense) Interest income (expense), net (8,299 ) (23,197 ) (5,824 ) — (37,320 ) Other, net 278 2,634 (1,260 ) (1,340 ) 312 Total other income (expense) (8,021 ) (20,563 ) (7,084 ) (1,340 ) (37,008 ) Income (loss) before taxes (27,595 ) 67,352 (4,811 ) — 34,946 Provision (benefit) for income taxes 3,499 23,996 (14,836 ) — 12,659 Income (loss) before equity in net income of subsidiaries (31,094 ) 43,356 10,025 — 22,287 Equity in net income (loss) of subsidiaries 53,381 8,275 43,356 (105,012 ) — Net income (loss) $ 22,287 $ 51,631 $ 53,381 $ (105,012 ) $ 22,287 Net Income (loss) $ 22,287 $ 51,631 $ 53,381 $ (105,012 ) $ 22,287 Other comprehensive income (loss), net of taxes 10,911 (451 ) 11,161 (10,710 ) 10,911 Comprehensive income (loss) $ 33,198 $ 51,180 $ 64,542 $ (115,722 ) $ 33,198 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Nine Months Ended June 30, 2015 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 1,194,589 $ 362,291 $ (43,006 ) $ 1,513,874 Cost of goods and services — 906,573 285,435 (33,987 ) 1,158,021 Gross profit — 288,016 76,856 (9,019 ) 355,853 Selling, general and administrative expenses 16,799 214,717 61,734 (10,213 ) 283,037 Total operating expenses 16,799 214,717 61,734 (10,213 ) 283,037 Income (loss) from operations (16,799 ) 73,299 15,122 1,194 72,816 Other income (expense) Interest income (expense), net (6,530 ) (22,895 ) (6,219 ) — (35,644 ) Loss from debt extinguishment, net — — — — — Other, net 541 4,985 (4,611 ) (1,194 ) (279 ) Total other income (expense) (5,989 ) (17,910 ) (10,830 ) (1,194 ) (35,923 ) Income (loss) before taxes (22,788 ) 55,389 4,292 — 36,893 Provision (benefit) for income taxes (8,659 ) 20,525 1,541 — 13,407 Income (loss) before equity in net income of subsidiaries (14,129 ) 34,864 2,751 — 23,486 Equity in net income (loss) of subsidiaries 37,615 4,095 34,864 (76,574 ) — Net income (loss) $ 23,486 $ 38,959 $ 37,615 $ (76,574 ) $ 23,486 Net Income (loss) $ 23,486 $ 38,959 $ 37,615 $ (76,574 ) $ 23,486 Other comprehensive income (loss), net of taxes (40,839 ) (14,578 ) (25,962 ) 40,540 (40,839 ) Comprehensive income (loss) $ (17,353 ) $ 24,381 $ 11,653 $ (36,034 ) $ (17,353 ) CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Nine Months Ended June 30, 2016 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 22,287 $ 51,631 $ 53,381 $ (105,012 ) $ 22,287 Net cash provided by (used in) operating activities: (15,620 ) 54,730 18,445 — 57,555 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (221 ) (51,494 ) (11,532 ) — (63,247 ) Acquired businesses, net of cash acquired — (2,726 ) (1,744 ) — (4,470 ) Proceeds from sale of investments 715 — — 715 Proceeds from sale of assets — 757 157 — 914 Net cash provided by (used in) investing activities 494 (53,463 ) (13,119 ) — (66,088 ) CASH FLOWS FROM FINANCING ACTIVITIES: Purchase of shares for treasury (50,771 ) — — — (50,771 ) Proceeds from long-term debt 238,450 2,336 22,463 — 263,249 Payments of long-term debt (143,785 ) (1,599 ) (32,589 ) — (177,973 ) Change in short-term borrowings — — (45 ) — (45 ) Financing costs (4,028 ) — (107 ) — (4,135 ) Tax benefit from exercise/vesting of equity awards, net 2,291 — — — 2,291 Dividends paid (6,686 ) — — — (6,686 ) Other, net (86 ) (3,984 ) 3,984 — (86 ) Net cash provided by (used in) financing activities 35,385 (3,247 ) (6,294 ) — 25,844 CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash used in discontinued operations — — (1,152 ) — (1,152 ) Effect of exchange rate changes on cash and equivalents — — 456 — 456 NET DECREASE IN CASH AND EQUIVALENTS 20,259 (1,980 ) (1,664 ) — 16,615 CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 2,440 10,671 38,890 — 52,001 CASH AND EQUIVALENTS AT END OF PERIOD $ 22,699 $ 8,691 $ 37,226 $ — $ 68,616 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Nine Months Ended June 30, 2015 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 23,486 $ 38,959 $ 37,615 $ (76,574 ) $ 23,486 Net cash provided by (used in) operating activities: 4,582 16,063 8,941 — 29,586 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (203 ) (40,918 ) (14,244 ) — (55,365 ) Acquired businesses, net of cash acquired — (2,225 ) — — (2,225 ) Intercompany distributions 10,000 (10,000 ) — — — Investment purchases 8,891 — — — 8,891 Proceeds from sale of assets — 90 185 — 275 Net cash provided by (used in) investing activities 18,688 (53,053 ) (14,059 ) — (48,424 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock 371 — — — 371 Purchase of shares for treasury (58,218 ) — — — (58,218 ) Proceeds from long-term debt 112,000 116 9,407 — 121,523 Payments of long-term debt (73,652 ) (1,009 ) (5,834 ) — (80,495 ) Change in short-term borrowings — — (81 ) — (81 ) Financing costs (592 ) — — — (592 ) Tax benefit from exercise/vesting of equity awards, net 345 — — — 345 Dividends paid (5,807 ) — — — (5,807 ) Other, net 206 19,254 (19,254 ) — 206 Net cash provided by (used in) financing activities (25,347 ) 18,361 (15,762 ) — (22,748 ) CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash used in discontinued operations — — (830 ) — (830 ) Effect of exchange rate changes on cash and equivalents — — (4,034 ) — (4,034 ) NET DECREASE IN CASH AND EQUIVALENTS (2,077 ) (18,629 ) (25,744 ) — (46,450 ) CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 6,813 31,522 54,070 — 92,405 CASH AND EQUIVALENTS AT END OF PERIOD $ 4,736 $ 12,893 $ 28,326 $ — $ 45,955 |
DESCRIPTION OF BUSINESS AND B26
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Jun. 30, 2016 | |
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 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 $703,250 and $121,438 , respectively, on June 30, 2016 . Fair values were based upon quoted market prices (level 1 inputs). Insurance contracts with values of $3,229 at June 30, 2016 , 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 June 30, 2016 , trading securities, measured at fair value based on quoted prices in active markets for similar assets (level 2 inputs), with a fair value of $1,259 ( $1,000 cost basis) were included in Prepaid and other current assets on the Consolidated Balance Sheets. During the first quarter of 2016, the Company settled trading securities with proceeds totaling $715 and recognized a loss of $13 in Other income (expense). During the second quarter of the prior year, the Company settled all outstanding available-for-sale securities with proceeds totaling $8,891 and recognized a gain of $489 in Other income (expense) and, accordingly, a gain of $870 , net of tax, on available-for-sale securities was reclassified out of Accumulated other comprehensive income (loss) ("AOCI"). Realized and unrealized gains and losses on trading securities, and realized gains and losses on available-for-sale securities are included in Other income in the Consolidated Statements of Operations and Comprehensive Income (Loss). In the normal course of business, Griffon’s operations are exposed to the effects 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 June 30, 2016 , Griffon had $32,000 of Australian dollar contracts at a weighted average rate of $1.35 , 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 AOCI 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 ("COGS"). AOCI included deferred losses of $952 ( $695 , net of tax) at June 30, 2016 and gains (losses) of $(465) and $120 were recorded in COGS during the quarter and nine months ended June 30, 2016 , respectively, for all settled contracts. All contracts expire in 28 to 270 days. At June 30, 2016 , Griffon had $3,383 of Canadian dollar contracts at a weighted average rate of $1.30 . The contracts, which protect Canada operations from currency fluctuations for U.S. dollar based purchases, do not qualify for hedge accounting. For the quarter and nine months ended June 30, 2016 , a fair value gain (loss) of $42 and $(242) , respectively, were recorded to Other liabilities and to Other income for the outstanding contracts, based on similar contract values (level 2 inputs). Realized gains (losses) of $(70) and $107 were recorded in Other income during the quarter and nine months ended June 30, 2016 , respectively, for all settled contracts. All contracts expire in 29 to 339 days. |
Inventories | Inventories are stated at the lower of cost (first-in, first-out or average) or market. |
New Accounting Pronouncements | n 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 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. In February 2016, the FASB issued guidance on lease accounting requiring lessees to recognize a right-of-use asset and a lease liability for long-term leases. The liability will be equal to the present value of lease payments. This guidance must be applied using a modified retrospective transition approach to all annual and interim periods presented and is effective for the company beginning in fiscal 2019. We are currently evaluating the impact of the guidance on the Company's financial condition, results of operations and related disclosures. In March 2016, the FASB issued guidance on simplifying several aspects of accounting for share-based payment award transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This guidance requires a mix of prospective, modified retrospective, and retrospective transition to all annual and interim periods presented and is effective for the Company beginning in fiscal 2018. We are currently evaluating the impact of the guidance on the Company's financial condition, results of operations and related disclosures. 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) | 9 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | ACQUISITIONS AND INVESTMENTS On February 14, 2016, AMES Australia acquired substantially all of the Intellectual Property (IP) assets of Australia-based Nylex Plastics Pty Ltd. for approximately $1,700 . Through this acquisition, AMES and Griffon secured the ownership of the trademark “Nylex” for certain categories of AMES products, principally in the country of Australia. Previously, the Nylex name was licensed. The acquisition of the Nylex IP was contemplated as a post-closing activity of the Cyclone acquisition and supports AMES' Australian watering products strategy. The purchase price was allocated to indefinite lived trademarks and is not deductible for income taxes. 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 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) | 9 Months Ended |
Jun. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | The following table details the components of inventory: At June 30, 2016 At September 30, 2015 Raw materials and supplies $ 83,147 $ 91,973 Work in process 73,986 70,811 Finished goods 156,919 163,025 Total $ 314,052 $ 325,809 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 9 Months Ended |
Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | The following table details the components of property, plant and equipment, net: At June 30, 2016 At September 30, 2015 Land, building and building improvements $ 136,986 $ 131,546 Machinery and equipment 789,379 747,194 Leasehold improvements 47,997 47,465 974,362 926,205 Accumulated depreciation and amortization (586,213 ) (546,233 ) Total $ 388,149 $ 379,972 |
GOODWILL AND OTHER INTANGIBLES
GOODWILL AND OTHER INTANGIBLES (Tables) | 9 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table provides changes in the carrying value of goodwill by segment during the nine months ended June 30, 2016 : At September 30, 2015 Other At June 30, 2016 Home & Building Products $ 285,825 $ 1,102 $ 286,927 Telephonics 18,545 — 18,545 PPC 51,871 2,912 54,783 Total $ 356,241 $ 4,014 $ 360,255 |
Schedule Of Identifiable Intangible Assets | The following table provides the gross carrying value and accumulated amortization for each major class of intangible assets: At June 30, 2016 At September 30, 2015 Gross Carrying Amount Accumulated Amortization Average Life (Years) Gross Carrying Amount Accumulated Amortization Customer relationships $ 169,909 $ 45,235 25 $ 168,560 $ 39,755 Unpatented technology 6,092 3,934 12.5 6,107 3,525 Total amortizable intangible assets 176,001 49,169 174,667 43,280 Trademarks 84,849 — 82,450 — Total intangible assets $ 260,850 $ 49,169 $ 257,117 $ 43,280 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 9 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | At June 30, 2016 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) $ 725,000 $ (1,514 ) $ (10,252 ) $ 713,234 5.25 % $ 600,000 $ — $ (8,264 ) $ 591,736 5.25 % Revolver due 2021 (b) — — (2,583 ) (2,583 ) n/a 35,000 — (2,049 ) 32,951 n/a Convert. debt due 2017 (c) 100,000 (2,374 ) (238 ) 97,388 4.00 % 100,000 (5,594 ) (571 ) 93,835 4.00 % Real estate mortgages (d) 38,533 — (622 ) 37,911 n/a 32,280 — (470 ) 31,810 n/a ESOP Loans (e) 35,092 — (171 ) 34,921 n/a 36,744 — (224 ) 36,520 n/a Capital lease - real estate (f) 6,722 — (137 ) 6,585 5.00 % 7,524 — (156 ) 7,368 5.00 % Non U.S. lines of credit (g) 6,078 — (5 ) 6,073 n/a 8,934 — (3 ) 8,931 n/a Non U.S. term loans (g) 34,723 — (166 ) 34,557 n/a 39,142 — (299 ) 38,843 n/a Other long term debt (h) 3,550 — (22 ) 3,528 n/a 1,575 — — 1,575 n/a Totals 949,698 (3,888 ) (14,196 ) 931,614 861,199 (5,594 ) (12,036 ) 843,569 less: Current portion (17,776 ) — — (17,776 ) (16,593 ) — — (16,593 ) Long-term debt $ 931,922 $ (3,888 ) $ (14,196 ) $ 913,838 $ 844,606 $ (5,594 ) $ (12,036 ) $ 826,976 $600,000 5.25% senior notes due 2022, at par, which was completed on February 27, 2014 (collectively the “Senior Notes”). As of May 18, 2016, outstanding Senior Notes due totaled $725,000 ; interest is payable semi-annually on March 1 and September 1. The net proceeds of the add-on offering were used to pay down outstanding borrowings under Griffon's Revolving Credit Facility (the "Credit Agreement"). In connection with the issuance and exchange of the $125,000 senior notes, Griffon capitalized $3,016 of underwriting fees and other expenses in the quarter, which will amortize over the term of such notes; Griffon capitalized $10,313 in connection with the previously issued $600,000 senior notes. The Senior Notes are senior unsecured obligations of Griffon guaranteed by certain domestic subsidiaries, and subject to certain covenants, limitations and restrictions. On July 20, 2016 and June 18, 2014, Griffon exchanged all of the $125,000 , and $600,000 Senior Notes, respectively, for substantially identical Senior Notes registered under the Securities Act of 1933 via an exchange offer. The fair value of the Senior Notes approximated $703,250 on June 30, 2016 based upon quoted market prices (level 1 inputs). (b) On March 22, 2016, Griffon amended the Credit Agreement to increase the maximum borrowing availability from $250,000 to $350,000 , extend its maturity date from March 13, 2020 to March 22, 2021 and modified certain other provisions of the facility. The facility includes a letter of credit sub-facility with a limit of $50,000 and a multi-currency sub-facility of $50,000 . The Credit Agreement provides for same day borrowings of base rate loans. Borrowings under the Credit Agreement may be repaid and re-borrowed at any time, subject to final maturity of the facility or the occurrence of an event of default under the Credit Agreement. Interest is payable on borrowings at either a LIBOR or base rate benchmark rate, in each case without a floor, plus an applicable margin, which adjusts based on financial performance. Current margins are 1.25% for base rate loans and 2.25% for LIBOR loans. The Credit Agreement has certain financial maintenance tests including a maximum total leverage ratio, a maximum senior secured leverage ratio and a minimum interest coverage ratio, as well as customary affirmative and negative covenants, and events of default. The negative covenants place limits on Griffon's ability to, among other things, incur indebtedness, incur liens, and make restricted payments and investments. Borrowings under the Credit Agreement are guaranteed by Griffon’s material domestic subsidiaries and are secured, on a first priority basis, by substantially all domestic assets of the Company and the guarantors, and a pledge of not greater than 65% of the equity interest in Griffon’s material, first-tier foreign subsidiaries (except that a lien on the assets of Griffon's material domestic subsidiaries securing a limited amount of the debt under the credit agreement relating to Griffon's Employee Stock Ownership Plan ("ESOP") ranks pari passu with the lien granted on such assets under the Credit Agreement; see footnote (e) below). At June 30, 2016 , there were no outstanding borrowings and standby letters of credit were $15,794 under the Credit Agreement; $334,206 was available, subject to certain loan covenants, for borrowing at that date. (c) On December 21, 2009, Griffon issued $100,000 principal amount of 4% convertible subordinated notes due 2017 (the “2017 Notes”). The current conversion rate of the 2017 Notes is 70.1632 shares of Griffon’s common stock per $1 principal amount of notes, corresponding to a conversion price of $14.25 per share. Since July 15, 2016, any holder has had the option to convert such holder's notes. Under the terms of the 2017 Notes, Griffon has the right to settle the conversion of the 2017 Notes in cash, stock or a combination of cash and stock. On July 14, 2016, Griffon announced that it will settle, upon conversion, up to $125,000 of the conversion value of the 2017 Notes in cash, with amounts in excess of $125,000 , if any, to be settled in shares of Griffon common stock. 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% . At both June 30, 2016 and 2015, the 2017 Notes had a capital in excess of par component, net of tax, of $15,720 . The fair value of the 2017 Notes approximated $121,438 on June 30, 2016 based upon quoted market prices (level 1 inputs). These notes are classified as long term debt as Griffon has the intent and ability to refinance the principal amount of the notes, including with borrowings under the Credit Agreement. (d) In September 2015 and March 2016, Griffon entered into mortgage loans in the amounts of $32,280 and $8,000 , respectively. The mortgage loans are secured by four properties occupied by Griffon's subsidiaries. The loans mature in September 2025 and April 2018, respectively, are collateralized by the specific properties financed and are guaranteed by Griffon. The loans bear interest at a rate of LIBOR plus 1.50% . At June 30, 2016 , $37,913 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. As of June 30, 2016 , $34,921 , net of issuance costs, was outstanding under the Term Loan. The Term Loan is secured by shares purchased with the proceeds of the loan and with a lien on a specific amount of Griffon assets (which lien ranks pari passu with the lien granted on such assets under the Credit Agreement) and is guaranteed by Griffon. (f) In October 2006, CBP entered into a capital lease totaling $14,290 for real estate in Troy, Ohio. The lease matures in 2022 , bears interest at a fixed rate of 5.0% , is secured by a mortgage on the real estate and is guaranteed by Griffon. At June 30, 2016 , $6,585 was outstanding, net of issuance costs. (g) In September 2015, Clopay Europe GmbH (“Clopay Europe”) entered into a EUR 5,000 ( $5,541 as of June 30, 2016 ) revolving credit facility and EUR 15,000 term loan. The term loan is payable in twelve quarterly installments of EUR 1,250 , bears interest at a fixed rate of 2.5% and matures in September 2018. The revolving facility matures in September 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 June 30, 2016). The revolver and the term loan are both secured by substantially all of the assets of Clopay Europe and its subsidiaries. Griffon guarantees the revolving facility and term loan. The term loan has an outstanding balance of EUR 11,250 ( $12,469 at June 30, 2016 ) and the revolver had no borrowings outstanding at June 30, 2016 . Clopay Europe is required to maintain a certain minimum equity to assets ratio and is subject to a maximum debt leverage ratio (defined as the ratio of total debt to EBITDA). Clopay do Brazil maintains lines of credit of R$12,800 ( $3,738 as of June 30, 2016 ). Interest on borrowings accrues at a rate of Brazilian CDI plus 6.0% ( 20.13% at June 30, 2016 ). At June 30, 2016 there was approximately R$7,175 ( $2,235 as of June 30, 2016 ) borrowed under the lines. PPC guarantees the lines. In November 2012, Garant G.P. (“Garant”) entered into a CAD $15,000 ( $11,534 as of June 30, 2016 ) revolving credit facility. The facility accrues interest at LIBOR (USD) or the Bankers Acceptance Rate (CDN) plus 1.3% per annum ( 1.95% LIBOR USD and 2.10% Bankers Acceptance Rate CDN as of June 30, 2016 ). The revolving facility matures in October 2016. This facility is classified as long term debt as Griffon has the intent and ability to refinance the borrowings. Garant is required to maintain a certain minimum equity. At June 30, 2016 , there was CAD $3,068 ( $2,359 as of June 30, 2016 ) borrowed under the revolving credit facility with CAD $11,932 ( $9,175 as of June 30, 2016 ) available for borrowing. In December 2013 and May 2014, Griffon Australia Holdings Pty Ltd ("Griffon Australia"; 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 , respectively. The AUD 12,500 term loan required quarterly interest payments with principal due upon maturity in December 2016. As of June 30, 2016, this loan was classified as long term debt as Griffon had the intent and ability to refinance the principal amount. The AUD 20,000 term loan required quarterly principal payments of AUD 625 , with a balloon payment due upon maturity in May 2017. The loans accrued interest at Bank Bill Swap Bid Rate “BBSY” plus 2.8% per annum ( 4.79% at June 30, 2016 for each loan). As of June 30, 2016 , Griffon had an outstanding combined balance of AUD $30,000 ( $22,254 as of June 30, 2016 ) on the term loans. A subsidiary of Northcote Holdings Pty Ltd also maintains a line of credit of AUD 5,000 ( $3,709 as of June 30, 2016 ), which accrues interest at BBSY plus 2.50% per annum ( 4.49% at June 30, 2016 ). At June 30, 2016 , there were AUD 2,000 ( $1,484 as of June 30, 2016 ) outstanding under the line. The assets of a subsidiary of Northcote Holdings Pty Ltd secures the AUD 5,000 line of credit. In July 2016, Griffon Australia and its Australian subsidiaries entered into an AUD 10,000 revolver and an AUD 30,000 term loan. The term loan refinanced the two existing term loans referred to above. The term loan requires quarterly principal payments of AUD 750 plus interest with a balloon payment of AUD 21,000 due upon maturity in June 2019, and accrues interest at Bank Bill Swap Bid Rate “BBSY” plus 2.25% per annum. The revolving facility matures in June 2017 but is renewable upon mutual agreement with the bank, and accrues interest at BBSY plus 2.0% per annum. The revolver and the term loan are both secured by substantially all of the assets of Griffon Australia and its subsidiaries. Griffon guarantees the term loan. Griffon Australia is required to maintain a certain minimum equity level and is subject to a maximum leverage ratio and a minimum fixed charges cover ratio. (h) Other long-term debt primarily consists of a loan with the Pennsylvania Industrial Development Authority with the balance consisting of capital leases. At June 30, 2016 , Griffon |
Schedule of Interest Expense For Long Term Debt | Three Months Ended June 30, 2016 Three Months Ended June 30, 2015 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) 5.5 % 8,641 36 383 9,060 5.5% 7,875 — 323 8,198 Revolver due 2021 (b) n/a 660 — 137 797 n/a 761 — 116 877 Convert. debt due 2017 (c) 9.1 % 1,000 1,093 111 2,204 9.1 % 1,000 1,004 111 2,115 Real estate mortgages (d) 2.3 % 194 — 26 220 3.8 % 117 — 36 153 ESOP Loans (e) 3.3 % 274 — 18 292 2.9 % 255 — 17 272 Capital lease - real estate (f) 5.4 % 87 — 6 93 5.3 % 100 — 6 106 Non U.S. lines of credit (g) n/a 367 — 23 390 n/a 195 — — 195 Non U.S. term loans (g) n/a 276 — 53 329 n/a 324 — 14 338 Other long term debt (h) n/a 97 — — 97 n/a 12 — 1 13 Capitalized interest (443 ) — — (443 ) (98 ) — — (98 ) Totals $ 11,153 $ 1,129 $ 757 $ 13,039 $ 10,541 $ 1,004 $ 624 $ 12,169 (1) n/a = not applicable Nine Months Ended June 30, 2016 Nine Months Ended June 30, 2015 Effective Interest Rate (1) Cash Interest Amort. Debt Discount Amort. Debt Issuance Costs & Other Fees Total Interest Expense Effective Interest Rate (1) Cash Interest Amort. Debt Discount Amort. Debt Issuance Costs & Other Fees Total Interest Expense Senior notes due 2022 (a) 5.5 % 24,391 36 1,028 25,455 5.5 % 23,625 — 967 24,592 Revolver due 2021 (b) n/a 2,185 — 374 2,559 n/a 1,758 — 407 2,165 Convert. debt due 2017 (c) 9.0 % 3,000 3,220 333 6,553 9.2 % 3,000 2,956 332 6,288 Real estate mortgages (d) 2.2 % 499 — 55 554 3.8 % 357 — 108 465 ESOP Loans (e) 3.2 % 805 — 53 858 2.9 % 769 — 52 821 Capital lease - real estate (f) 5.4 % 270 — 19 289 5.3 % 308 — 19 327 Non U.S. lines of credit (g) n/a 723 — 69 792 n/a 445 — — 445 Non U.S. term loans (g) n/a 832 — 79 911 n/a 1,049 — 44 1,093 Other long term debt (h) n/a 195 — — 195 n/a 65 — 9 74 Capitalized interest (717 ) — 5 (712 ) (335 ) — — (335 ) Totals $ 32,183 $ 3,256 $ 2,015 $ 37,454 $ 31,041 $ 2,956 $ 1,938 $ 35,935 $600,000 5.25% senior notes due 2022, at par, which was completed on February 27, 2014 (collectively the “Senior Notes”). As of May 18, 2016, outstanding Senior Notes due totaled $725,000 ; interest is payable semi-annually on March 1 and September 1. The net proceeds of the add-on offering were used to pay down outstanding borrowings under Griffon's Revolving Credit Facility (the "Credit Agreement"). In connection with the issuance and exchange of the $125,000 senior notes, Griffon capitalized $3,016 of underwriting fees and other expenses in the quarter, which will amortize over the term of such notes; Griffon capitalized $10,313 in connection with the previously issued $600,000 senior notes. The Senior Notes are senior unsecured obligations of Griffon guaranteed by certain domestic subsidiaries, and subject to certain covenants, limitations and restrictions. On July 20, 2016 and June 18, 2014, Griffon exchanged all of the $125,000 , and $600,000 Senior Notes, respectively, for substantially identical Senior Notes registered under the Securities Act of 1933 via an exchange offer. The fair value of the Senior Notes approximated $703,250 on June 30, 2016 based upon quoted market prices (level 1 inputs). (b) On March 22, 2016, Griffon amended the Credit Agreement to increase the maximum borrowing availability from $250,000 to $350,000 , extend its maturity date from March 13, 2020 to March 22, 2021 and modified certain other provisions of the facility. The facility includes a letter of credit sub-facility with a limit of $50,000 and a multi-currency sub-facility of $50,000 . The Credit Agreement provides for same day borrowings of base rate loans. Borrowings under the Credit Agreement may be repaid and re-borrowed at any time, subject to final maturity of the facility or the occurrence of an event of default under the Credit Agreement. Interest is payable on borrowings at either a LIBOR or base rate benchmark rate, in each case without a floor, plus an applicable margin, which adjusts based on financial performance. Current margins are 1.25% for base rate loans and 2.25% for LIBOR loans. The Credit Agreement has certain financial maintenance tests including a maximum total leverage ratio, a maximum senior secured leverage ratio and a minimum interest coverage ratio, as well as customary affirmative and negative covenants, and events of default. The negative covenants place limits on Griffon's ability to, among other things, incur indebtedness, incur liens, and make restricted payments and investments. Borrowings under the Credit Agreement are guaranteed by Griffon’s material domestic subsidiaries and are secured, on a first priority basis, by substantially all domestic assets of the Company and the guarantors, and a pledge of not greater than 65% of the equity interest in Griffon’s material, first-tier foreign subsidiaries (except that a lien on the assets of Griffon's material domestic subsidiaries securing a limited amount of the debt under the credit agreement relating to Griffon's Employee Stock Ownership Plan ("ESOP") ranks pari passu with the lien granted on such assets under the Credit Agreement; see footnote (e) below). At June 30, 2016 , there were no outstanding borrowings and standby letters of credit were $15,794 under the Credit Agreement; $334,206 was available, subject to certain loan covenants, for borrowing at that date. (c) On December 21, 2009, Griffon issued $100,000 principal amount of 4% convertible subordinated notes due 2017 (the “2017 Notes”). The current conversion rate of the 2017 Notes is 70.1632 shares of Griffon’s common stock per $1 principal amount of notes, corresponding to a conversion price of $14.25 per share. Since July 15, 2016, any holder has had the option to convert such holder's notes. Under the terms of the 2017 Notes, Griffon has the right to settle the conversion of the 2017 Notes in cash, stock or a combination of cash and stock. On July 14, 2016, Griffon announced that it will settle, upon conversion, up to $125,000 of the conversion value of the 2017 Notes in cash, with amounts in excess of $125,000 , if any, to be settled in shares of Griffon common stock. 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% . At both June 30, 2016 and 2015, the 2017 Notes had a capital in excess of par component, net of tax, of $15,720 . The fair value of the 2017 Notes approximated $121,438 on June 30, 2016 based upon quoted market prices (level 1 inputs). These notes are classified as long term debt as Griffon has the intent and ability to refinance the principal amount of the notes, including with borrowings under the Credit Agreement. (d) In September 2015 and March 2016, Griffon entered into mortgage loans in the amounts of $32,280 and $8,000 , respectively. The mortgage loans are secured by four properties occupied by Griffon's subsidiaries. The loans mature in September 2025 and April 2018, respectively, are collateralized by the specific properties financed and are guaranteed by Griffon. The loans bear interest at a rate of LIBOR plus 1.50% . At June 30, 2016 , $37,913 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. As of June 30, 2016 , $34,921 , net of issuance costs, was outstanding under the Term Loan. The Term Loan is secured by shares purchased with the proceeds of the loan and with a lien on a specific amount of Griffon assets (which lien ranks pari passu with the lien granted on such assets under the Credit Agreement) and is guaranteed by Griffon. (f) In October 2006, CBP entered into a capital lease totaling $14,290 for real estate in Troy, Ohio. The lease matures in 2022 , bears interest at a fixed rate of 5.0% , is secured by a mortgage on the real estate and is guaranteed by Griffon. At June 30, 2016 , $6,585 was outstanding, net of issuance costs. (g) In September 2015, Clopay Europe GmbH (“Clopay Europe”) entered into a EUR 5,000 ( $5,541 as of June 30, 2016 ) revolving credit facility and EUR 15,000 term loan. The term loan is payable in twelve quarterly installments of EUR 1,250 , bears interest at a fixed rate of 2.5% and matures in September 2018. The revolving facility matures in September 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 June 30, 2016). The revolver and the term loan are both secured by substantially all of the assets of Clopay Europe and its subsidiaries. Griffon guarantees the revolving facility and term loan. The term loan has an outstanding balance of EUR 11,250 ( $12,469 at June 30, 2016 ) and the revolver had no borrowings outstanding at June 30, 2016 . Clopay Europe is required to maintain a certain minimum equity to assets ratio and is subject to a maximum debt leverage ratio (defined as the ratio of total debt to EBITDA). Clopay do Brazil maintains lines of credit of R$12,800 ( $3,738 as of June 30, 2016 ). Interest on borrowings accrues at a rate of Brazilian CDI plus 6.0% ( 20.13% at June 30, 2016 ). At June 30, 2016 there was approximately R$7,175 ( $2,235 as of June 30, 2016 ) borrowed under the lines. PPC guarantees the lines. In November 2012, Garant G.P. (“Garant”) entered into a CAD $15,000 ( $11,534 as of June 30, 2016 ) revolving credit facility. The facility accrues interest at LIBOR (USD) or the Bankers Acceptance Rate (CDN) plus 1.3% per annum ( 1.95% LIBOR USD and 2.10% Bankers Acceptance Rate CDN as of June 30, 2016 ). The revolving facility matures in October 2016. This facility is classified as long term debt as Griffon has the intent and ability to refinance the borrowings. Garant is required to maintain a certain minimum equity. At June 30, 2016 , there was CAD $3,068 ( $2,359 as of June 30, 2016 ) borrowed under the revolving credit facility with CAD $11,932 ( $9,175 as of June 30, 2016 ) available for borrowing. In December 2013 and May 2014, Griffon Australia Holdings Pty Ltd ("Griffon Australia"; 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 , respectively. The AUD 12,500 term loan required quarterly interest payments with principal due upon maturity in December 2016. As of June 30, 2016, this loan was classified as long term debt as Griffon had the intent and ability to refinance the principal amount. The AUD 20,000 term loan required quarterly principal payments of AUD 625 , with a balloon payment due upon maturity in May 2017. The loans accrued interest at Bank Bill Swap Bid Rate “BBSY” plus 2.8% per annum ( 4.79% at June 30, 2016 for each loan). As of June 30, 2016 , Griffon had an outstanding combined balance of AUD $30,000 ( $22,254 as of June 30, 2016 ) on the term loans. A subsidiary of Northcote Holdings Pty Ltd also maintains a line of credit of AUD 5,000 ( $3,709 as of June 30, 2016 ), which accrues interest at BBSY plus 2.50% per annum ( 4.49% at June 30, 2016 ). At June 30, 2016 , there were AUD 2,000 ( $1,484 as of June 30, 2016 ) outstanding under the line. The assets of a subsidiary of Northcote Holdings Pty Ltd secures the AUD 5,000 line of credit. In July 2016, Griffon Australia and its Australian subsidiaries entered into an AUD 10,000 revolver and an AUD 30,000 term loan. The term loan refinanced the two existing term loans referred to above. The term loan requires quarterly principal payments of AUD 750 plus interest with a balloon payment of AUD 21,000 due upon maturity in June 2019, and accrues interest at Bank Bill Swap Bid Rate “BBSY” plus 2.25% per annum. The revolving facility matures in June 2017 but is renewable upon mutual agreement with the bank, and accrues interest at BBSY plus 2.0% per annum. The revolver and the term loan are both secured by substantially all of the assets of Griffon Australia and its subsidiaries. Griffon guarantees the term loan. Griffon Australia is required to maintain a certain minimum equity level and is subject to a maximum leverage ratio and a minimum fixed charges cover ratio. (h) Other long-term debt primarily consists of a loan with the Pennsylvania Industrial Development Authority with the balance consisting of capital leases. At June 30, 2016 , Griffon |
EARNINGS PER SHARE (EPS) (Table
EARNINGS PER SHARE (EPS) (Tables) | 9 Months Ended |
Jun. 30, 2016 | |
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 June 30, Nine Months Ended June 30, 2016 2015 2016 2015 Weighted average shares outstanding - basic 40,558 44,025 41,318 45,228 Incremental shares from stock based compensation 1,876 2,056 2,047 1,929 Convertible debt due 2017 846 899 878 128 Weighted average shares outstanding - diluted 43,280 46,980 44,243 47,285 Anti-dilutive options excluded from diluted EPS computation 377 480 404 514 |
BUSINESS SEGMENTS (Tables)
BUSINESS SEGMENTS (Tables) | 9 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Information on Griffon’s reportable segments is as follows: For the Three Months Ended June 30, For the Nine Months Ended June 30, REVENUE 2016 2015 2016 2015 Home & Building Products: AMES $ 122,198 $ 140,614 $ 406,335 $ 432,816 CBP 133,362 131,577 389,657 374,690 Home & Building Products 255,560 272,191 795,992 807,506 Telephonics 91,767 115,340 306,678 304,685 PPC 114,873 124,163 353,786 401,683 Total consolidated net sales $ 462,200 $ 511,694 $ 1,456,456 $ 1,513,874 The following table reconciles segment operating profit to income before taxes: For the Three Months Ended June 30, For the Nine Months Ended June 30, INCOME BEFORE TAXES 2016 2015 2016 2015 Segment operating profit: Home & Building Products $ 23,201 $ 16,268 $ 62,170 $ 41,288 Telephonics 9,471 13,284 25,159 29,915 PPC 1,672 8,299 13,569 26,186 Total segment operating profit 34,344 37,851 100,898 97,389 Net interest expense (12,960 ) (12,150 ) (37,320 ) (35,644 ) Unallocated amounts (9,625 ) (9,008 ) (28,632 ) (24,852 ) Income before taxes $ 11,759 $ 16,693 $ 34,946 $ 36,893 The following table provides a reconciliation of Segment adjusted EBITDA to Income before taxes: For the Three Months Ended June 30, For the Nine Months Ended June 30, 2016 2015 2016 2015 Segment adjusted EBITDA: Home & Building Products $ 32,082 $ 25,386 $ 88,249 $ 67,186 Telephonics 12,125 15,712 32,913 37,360 PPC 13,588 14,084 37,154 44,399 Total Segment adjusted EBITDA 57,795 55,182 158,316 148,945 Net interest expense (12,960 ) (12,150 ) (37,320 ) (35,644 ) Segment depreciation and amortization (17,551 ) (17,331 ) (51,518 ) (51,556 ) Unallocated amounts (9,625 ) (9,008 ) (28,632 ) (24,852 ) Restructuring charges (5,900 ) — (5,900 ) — Income before taxes $ 11,759 $ 16,693 $ 34,946 $ 36,893 Unallocated amounts typically include general corporate expenses not attributable to a reportable segment. For the Three Months Ended June 30, For the Nine Months Ended June 30, DEPRECIATION and AMORTIZATION 2016 2015 2016 2015 Segment: Home & Building Products $ 8,881 $ 9,118 $ 26,079 $ 25,898 Telephonics 2,654 2,428 7,754 7,445 PPC 6,016 5,785 17,685 18,213 Total segment depreciation and amortization 17,551 17,331 51,518 51,556 Corporate 126 117 361 345 Total consolidated depreciation and amortization $ 17,677 $ 17,448 $ 51,879 $ 51,901 CAPITAL EXPENDITURES Segment: Home & Building Products $ 9,148 $ 8,644 $ 37,263 $ 30,019 Telephonics 2,360 1,644 5,598 3,952 PPC 5,648 4,820 19,008 19,985 Total segment 17,156 15,108 61,869 53,956 Corporate 139 544 1,378 1,409 Total consolidated capital expenditures $ 17,295 $ 15,652 $ 63,247 $ 55,365 |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | ASSETS At June 30, 2016 At September 30, 2015 Segment assets: Home & Building Products $ 1,018,530 $ 1,034,032 Telephonics 318,654 302,560 PPC 347,096 343,519 Total segment assets 1,684,280 1,680,111 Corporate 92,013 47,831 Total continuing assets 1,776,293 1,727,942 Assets of discontinued operations 3,348 3,491 Consolidated total $ 1,779,641 $ 1,731,433 |
DEFINED BENEFIT PENSION EXPEN34
DEFINED BENEFIT PENSION EXPENSE (Tables) | 9 Months Ended |
Jun. 30, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of Defined Benefit Plans Disclosures | Defined benefit pension expense (income) was as follows: Three Months Ended June 30, Nine Months Ended June 30, 2016 2015 2016 2015 Interest cost $ 1,065 $ 2,207 $ 5,225 $ 6,621 Expected return on plan assets (2,489 ) (2,932 ) (8,321 ) (8,796 ) Amortization: Prior service cost 3 4 11 12 Recognized actuarial loss 590 541 1,771 1,623 Net periodic expense (income) $ (831 ) $ (180 ) $ (1,314 ) $ (540 ) |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 9 Months Ended |
Jun. 30, 2016 | |
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 June 30, 2016 At September 30, 2015 Assets of discontinued operations: Prepaid and other current assets $ 1,301 $ 1,316 Other long-term assets 2,047 2,175 Total assets of discontinued operations $ 3,348 $ 3,491 Liabilities of discontinued operations: Accrued liabilities, current $ 1,600 $ 2,229 Other long-term liabilities 2,715 3,379 Total liabilities of discontinued operations $ 4,315 $ 5,608 |
RESTRUCTURING AND OTHER RELAT36
RESTRUCTURING AND OTHER RELATED CHARGES (Tables) | 9 Months Ended |
Jun. 30, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | A summary of the restructuring and other related charges included in the line item “Restructuring and other related charges” in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) were recognized as follows: Workforce Facilities & Other Non-cash Total Amounts incurred in: Quarter ended June 30, 2016 $ 3,337 $ 659 $ 1,073 $ 831 $ 5,900 Nine Months Ended June 30, 2016 $ 3,337 $ 659 $ 1,073 $ 831 $ 5,900 |
Schedule of Restructuring Reserve by Type of Cost | The activity in the restructuring accrual recorded in accrued liabilities consisted of the following: Workforce Facilities & Other Total Accrued liability at September 30, 2015 $ — $ — $ — $ — Charges 3,337 659 1,073 5,069 Payments (530 ) (28 ) (217 ) (775 ) Accrued liability at June 30, 2016 $ 2,807 $ 631 $ 856 $ 4,294 |
WARRANTY LIABILITY (Tables)
WARRANTY LIABILITY (Tables) | 9 Months Ended |
Jun. 30, 2016 | |
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 June 30, Nine Months Ended June 30, 2016 2015 2016 2015 Balance, beginning of period $ 5,185 $ 5,675 $ 4,756 $ 4,935 Warranties issued and changes in estimated pre-existing warranties 1,293 1,057 3,489 3,848 Actual warranty costs incurred (1,494 ) (1,803 ) (3,261 ) (3,854 ) Balance, end of period $ 4,984 $ 4,929 $ 4,984 $ 4,929 |
OTHER COMPREHENSIVE INCOME (LOS
OTHER COMPREHENSIVE INCOME (LOSS) (Tables) | 9 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Comprehensive Income (Loss) | The amounts recognized in other comprehensive income (loss) were as follows: Three Months Ended June 30, 2016 Three Months Ended June 30, 2015 Pre-tax Tax Net of tax Pre-tax Tax Net of tax Foreign currency translation adjustments $ 796 $ — $ 796 $ 4,801 $ — $ 4,801 Pension and other defined benefit plans 593 (207 ) 386 545 (192 ) 353 Cash flow hedges 1,838 (551 ) 1,287 278 (69 ) 209 Total other comprehensive income (loss) $ 3,227 $ (758 ) $ 2,469 $ 5,624 $ (261 ) $ 5,363 Nine Months Ended June 30, 2016 Nine Months Ended June 30, 2015 Pre-tax Tax Net of tax Pre-tax Tax Net of tax Foreign currency translation adjustments $ 11,130 $ — $ 11,130 $ (41,083 ) $ — $ (41,083 ) Pension and other defined benefit plans 1,782 (624 ) 1,158 1,635 (576 ) 1,059 Cash flow hedges (1,967 ) 590 (1,377 ) 74 (19 ) 55 Available-for-sale securities — — — (1,370 ) 500 (870 ) Total other comprehensive income (loss) $ 10,945 $ (34 ) $ 10,911 $ (40,744 ) $ (95 ) $ (40,839 ) The components of Accumulated other comprehensive income (loss) are as follows: June 30, 2016 September 30, 2015 Foreign currency translation adjustments $ (49,048 ) $ (60,178 ) Pension and other defined benefit plans (30,534 ) (31,692 ) Change in Cash flow hedges (695 ) 682 $ (80,277 ) $ (91,188 ) |
Comprehensive Income (Loss) Note [Text Block] | OTHER COMPREHENSIVE INCOME (LOSS) The amounts recognized in other comprehensive income (loss) were as follows: Three Months Ended June 30, 2016 Three Months Ended June 30, 2015 Pre-tax Tax Net of tax Pre-tax Tax Net of tax Foreign currency translation adjustments $ 796 $ — $ 796 $ 4,801 $ — $ 4,801 Pension and other defined benefit plans 593 (207 ) 386 545 (192 ) 353 Cash flow hedges 1,838 (551 ) 1,287 278 (69 ) 209 Total other comprehensive income (loss) $ 3,227 $ (758 ) $ 2,469 $ 5,624 $ (261 ) $ 5,363 Nine Months Ended June 30, 2016 Nine Months Ended June 30, 2015 Pre-tax Tax Net of tax Pre-tax Tax Net of tax Foreign currency translation adjustments $ 11,130 $ — $ 11,130 $ (41,083 ) $ — $ (41,083 ) Pension and other defined benefit plans 1,782 (624 ) 1,158 1,635 (576 ) 1,059 Cash flow hedges (1,967 ) 590 (1,377 ) 74 (19 ) 55 Available-for-sale securities — — — (1,370 ) 500 (870 ) Total other comprehensive income (loss) $ 10,945 $ (34 ) $ 10,911 $ (40,744 ) $ (95 ) $ (40,839 ) The components of Accumulated other comprehensive income (loss) are as follows: June 30, 2016 September 30, 2015 Foreign currency translation adjustments $ (49,048 ) $ (60,178 ) Pension and other defined benefit plans (30,534 ) (31,692 ) Change in Cash flow hedges (695 ) 682 $ (80,277 ) $ (91,188 ) Amounts reclassified from accumulated other comprehensive income (loss) to income were as follows: For the Three Months Ended June 30, For the Nine Months Ended June 30, Gain (Loss) 2016 2015 2016 2015 Pension amortization $ (593 ) $ (545 ) $ (1,782 ) $ (1,635 ) Cash flow hedges (764 ) 100 324 520 Available-for-sale securities — — — 1,370 Total gain (loss) (1,357 ) (445 ) (1,458 ) 255 Tax benefit (expense) 407 162 438 (80 ) Total $ (950 ) $ (283 ) $ (1,020 ) $ 175 |
Reclassification out of Accumulated Other Comprehensive Income | Amounts reclassified from accumulated other comprehensive income (loss) to income were as follows: For the Three Months Ended June 30, For the Nine Months Ended June 30, Gain (Loss) 2016 2015 2016 2015 Pension amortization $ (593 ) $ (545 ) $ (1,782 ) $ (1,635 ) Cash flow hedges (764 ) 100 324 520 Available-for-sale securities — — — 1,370 Total gain (loss) (1,357 ) (445 ) (1,458 ) 255 Tax benefit (expense) 407 162 438 (80 ) Total $ (950 ) $ (283 ) $ (1,020 ) $ 175 |
CONSOLIDATING GUARANTOR AND N39
CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (Tables) | 9 Months Ended |
Jun. 30, 2016 | |
Consolidating Guarantor And Non Guarantor Financial Information [Abstract] | |
Condensed Balance Sheet | CONDENSED CONSOLIDATING BALANCE SHEETS At June 30, 2016 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CURRENT ASSETS Cash and equivalents $ 22,699 $ 8,691 $ 37,226 $ — $ 68,616 Accounts receivable, net of allowances — 195,787 56,022 (29,041 ) 222,768 Contract costs and recognized income not yet billed, net of progress payments — 121,352 239 — 121,591 Inventories, net — 240,544 73,508 — 314,052 Prepaid and other current assets 34,652 30,343 14,408 (15,441 ) 63,962 Assets of discontinued operations — — 1,301 — 1,301 Total Current Assets 57,351 596,717 182,704 (44,482 ) 792,290 PROPERTY, PLANT AND EQUIPMENT, net 1,026 289,928 97,195 — 388,149 GOODWILL — 284,875 75,380 — 360,255 INTANGIBLE ASSETS, net — 149,073 62,608 — 211,681 INTERCOMPANY RECEIVABLE 553,059 799,370 292,743 (1,645,172 ) — EQUITY INVESTMENTS IN SUBSIDIARIES 808,951 661,936 1,805,573 (3,276,460 ) — OTHER ASSETS 6,854 8,999 24,312 (14,946 ) 25,219 ASSETS OF DISCONTINUED OPERATIONS — — 2,047 — 2,047 Total Assets $ 1,427,241 $ 2,790,898 $ 2,542,562 $ (4,981,060 ) $ 1,779,641 CURRENT LIABILITIES Notes payable and current portion of long-term debt $ 2,735 $ 2,304 $ 12,737 $ — $ 17,776 Accounts payable and accrued liabilities 53,989 177,862 83,597 (44,817 ) 270,631 Liabilities of discontinued operations — — 1,600 — 1,600 Total Current Liabilities 56,724 180,166 97,934 (44,817 ) 290,007 LONG-TERM DEBT, net 848,004 19,424 46,410 — 913,838 INTERCOMPANY PAYABLES 68,957 743,810 815,214 (1,627,981 ) — OTHER LIABILITIES 33,529 105,679 22,224 (8,378 ) 153,054 LIABILITIES OF DISCONTINUED OPERATIONS — — 2,715 — 2,715 Total Liabilities 1,007,214 1,049,079 984,497 (1,681,176 ) 1,359,614 SHAREHOLDERS’ EQUITY 420,027 1,741,819 1,558,065 (3,299,884 ) 420,027 Total Liabilities and Shareholders’ Equity $ 1,427,241 $ 2,790,898 $ 2,542,562 $ (4,981,060 ) $ 1,779,641 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 June 30, 2016 ($ in thousands) Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 369,235 $ 100,420 $ (7,455 ) $ 462,200 Cost of goods and services — 267,804 82,914 (7,875 ) 342,843 Gross profit — 101,431 17,506 420 119,357 Selling, general and administrative expenses 6,646 64,735 17,591 (92 ) 88,880 Restructuring and other related charges — 1,299 4,601 — 5,900 Total operating expenses 6,646 66,034 22,192 (92 ) 94,780 Income (loss) from operations (6,646 ) 35,397 (4,686 ) 512 24,577 Other income (expense) Interest income (expense), net (3,347 ) (7,656 ) (1,957 ) — (12,960 ) Other, net 67 714 (127 ) (512 ) 142 Total other income (expense) (3,280 ) (6,942 ) (2,084 ) (512 ) (12,818 ) Income (loss) before taxes (9,926 ) 28,455 (6,770 ) — 11,759 Provision (benefit) for income taxes 12,946 7,167 (15,950 ) — 4,163 Income (loss) before equity in net income of subsidiaries (22,872 ) 21,288 9,180 — 7,596 Equity in net income (loss) of subsidiaries 30,468 7,454 21,288 (59,210 ) — Net income (loss) $ 7,596 $ 28,742 $ 30,468 $ (59,210 ) $ 7,596 Net Income (loss) $ 7,596 $ 28,742 $ 30,468 $ (59,210 ) $ 7,596 Other comprehensive income (loss), net of taxes 2,469 (2,652 ) 4,920 (2,268 ) 2,469 Comprehensive income (loss) $ 10,065 $ 26,090 $ 35,388 $ (61,478 ) $ 10,065 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Three Months Ended June 30, 2015 ($ in thousands) Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 416,433 $ 110,204 $ (14,943 ) $ 511,694 Cost of goods and services — 310,578 85,841 (8,214 ) 388,205 Gross profit — 105,855 24,363 (6,729 ) 123,489 Selling, general and administrative expenses 5,978 73,190 24,286 (7,879 ) 95,575 Income (loss) from operations (5,978 ) 32,665 77 1,150 27,914 Other income (expense) Interest income (expense), net (2,402 ) (7,770 ) (1,978 ) — (12,150 ) Other, net (26 ) 2,075 30 (1,150 ) 929 Total other income (expense) (2,428 ) (5,695 ) (1,948 ) (1,150 ) (11,221 ) Income (loss) before taxes (8,406 ) 26,970 (1,871 ) — 16,693 Provision (benefit) for income taxes (3,194 ) 9,726 (732 ) — 5,800 Income (loss) before equity in net income of subsidiaries (5,212 ) 17,244 (1,139 ) — 10,893 Equity in net income (loss) of subsidiaries 16,105 (1,206 ) 17,244 (32,143 ) — Net income (loss) $ 10,893 $ 16,038 $ 16,105 $ (32,143 ) $ 10,893 Net Income (loss) $ 10,893 $ 16,038 $ 16,105 $ (32,143 ) $ 10,893 Other comprehensive income (loss), net of taxes 5,363 2,077 3,258 (5,335 ) 5,363 Comprehensive income (loss) $ 16,256 $ 18,115 $ 19,363 $ (37,478 ) $ 16,256 |
Condensed Cash Flow Statement | CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Nine Months Ended June 30, 2016 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 22,287 $ 51,631 $ 53,381 $ (105,012 ) $ 22,287 Net cash provided by (used in) operating activities: (15,620 ) 54,730 18,445 — 57,555 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (221 ) (51,494 ) (11,532 ) — (63,247 ) Acquired businesses, net of cash acquired — (2,726 ) (1,744 ) — (4,470 ) Proceeds from sale of investments 715 — — 715 Proceeds from sale of assets — 757 157 — 914 Net cash provided by (used in) investing activities 494 (53,463 ) (13,119 ) — (66,088 ) CASH FLOWS FROM FINANCING ACTIVITIES: Purchase of shares for treasury (50,771 ) — — — (50,771 ) Proceeds from long-term debt 238,450 2,336 22,463 — 263,249 Payments of long-term debt (143,785 ) (1,599 ) (32,589 ) — (177,973 ) Change in short-term borrowings — — (45 ) — (45 ) Financing costs (4,028 ) — (107 ) — (4,135 ) Tax benefit from exercise/vesting of equity awards, net 2,291 — — — 2,291 Dividends paid (6,686 ) — — — (6,686 ) Other, net (86 ) (3,984 ) 3,984 — (86 ) Net cash provided by (used in) financing activities 35,385 (3,247 ) (6,294 ) — 25,844 CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash used in discontinued operations — — (1,152 ) — (1,152 ) Effect of exchange rate changes on cash and equivalents — — 456 — 456 NET DECREASE IN CASH AND EQUIVALENTS 20,259 (1,980 ) (1,664 ) — 16,615 CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 2,440 10,671 38,890 — 52,001 CASH AND EQUIVALENTS AT END OF PERIOD $ 22,699 $ 8,691 $ 37,226 $ — $ 68,616 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Nine Months Ended June 30, 2015 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 23,486 $ 38,959 $ 37,615 $ (76,574 ) $ 23,486 Net cash provided by (used in) operating activities: 4,582 16,063 8,941 — 29,586 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (203 ) (40,918 ) (14,244 ) — (55,365 ) Acquired businesses, net of cash acquired — (2,225 ) — — (2,225 ) Intercompany distributions 10,000 (10,000 ) — — — Investment purchases 8,891 — — — 8,891 Proceeds from sale of assets — 90 185 — 275 Net cash provided by (used in) investing activities 18,688 (53,053 ) (14,059 ) — (48,424 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock 371 — — — 371 Purchase of shares for treasury (58,218 ) — — — (58,218 ) Proceeds from long-term debt 112,000 116 9,407 — 121,523 Payments of long-term debt (73,652 ) (1,009 ) (5,834 ) — (80,495 ) Change in short-term borrowings — — (81 ) — (81 ) Financing costs (592 ) — — — (592 ) Tax benefit from exercise/vesting of equity awards, net 345 — — — 345 Dividends paid (5,807 ) — — — (5,807 ) Other, net 206 19,254 (19,254 ) — 206 Net cash provided by (used in) financing activities (25,347 ) 18,361 (15,762 ) — (22,748 ) CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash used in discontinued operations — — (830 ) — (830 ) Effect of exchange rate changes on cash and equivalents — — (4,034 ) — (4,034 ) NET DECREASE IN CASH AND EQUIVALENTS (2,077 ) (18,629 ) (25,744 ) — (46,450 ) CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 6,813 31,522 54,070 — 92,405 CASH AND EQUIVALENTS AT END OF PERIOD $ 4,736 $ 12,893 $ 28,326 $ — $ 45,955 |
DESCRIPTION OF BUSINESS AND B40
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details) | 9 Months Ended |
Jun. 30, 2016segmentcompany | |
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 | 9 Months Ended | |||
Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Sep. 30, 2015 | |
FAIR VALUE MEASUREMENTS (Details) [Line Items] | |||||
Investment sales | $ 715,000 | $ 715,000 | $ 8,891,000 | ||
Gain on settlement of available-for-sale securities | 489,000 | ||||
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI for Sale of Securities, Net of Tax | $ 870,000 | ||||
Australian Dollar Forward Contract [Member] | |||||
FAIR VALUE MEASUREMENTS (Details) [Line Items] | |||||
Gains recorded in Other Income for settled contracts | $ (465) | 120 | |||
Australian Dollar Forward Contract [Member] | Designated as Hedging Instrument [Member] | |||||
FAIR VALUE MEASUREMENTS (Details) [Line Items] | |||||
Contracts Revenue | $ 32,000,000 | ||||
Contracts Weighted Average Rate Price | $ 1.35 | ||||
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Before Tax | 952,000 | $ 952,000 | |||
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax | 695,000 | $ 695,000 | |||
Australian Dollar Forward Contract [Member] | Designated as Hedging Instrument [Member] | Minimum [Member] | |||||
FAIR VALUE MEASUREMENTS (Details) [Line Items] | |||||
Foreign currency contracts duration | 28 days | ||||
Australian Dollar Forward Contract [Member] | Designated as Hedging Instrument [Member] | Maximum [Member] | |||||
FAIR VALUE MEASUREMENTS (Details) [Line Items] | |||||
Foreign currency contracts duration | 270 days | ||||
Canadian Dollar Forward Contracts [Member] | Not Designated as Hedging Instrument [Member] | |||||
FAIR VALUE MEASUREMENTS (Details) [Line Items] | |||||
Derivative asset, notional amount | $ 3,383,000 | $ 3,383,000 | |||
Derivative, average forward exchange rate | 1.30 | 1.30 | |||
Canadian Dollar Forward Contracts [Member] | Not Designated as Hedging Instrument [Member] | Minimum [Member] | |||||
FAIR VALUE MEASUREMENTS (Details) [Line Items] | |||||
Foreign currency contracts duration | 29 days | ||||
Canadian Dollar Forward Contracts [Member] | Not Designated as Hedging Instrument [Member] | Maximum [Member] | |||||
FAIR VALUE MEASUREMENTS (Details) [Line Items] | |||||
Foreign currency contracts duration | 339 days | ||||
Fair Value, Inputs, Level 2 [Member] | |||||
FAIR VALUE MEASUREMENTS (Details) [Line Items] | |||||
Insurance contracts fair value | $ 3,229,000 | $ 3,229,000 | |||
Fair Value, Inputs, Level 2 [Member] | Canadian Dollar Forward Contracts [Member] | Not Designated as Hedging Instrument [Member] | |||||
FAIR VALUE MEASUREMENTS (Details) [Line Items] | |||||
Gain (loss) on foreign currency derivative instruments not designated as hedging instruments | $ 0 | $ 242,000 | |||
Convertible Notes 2017 [Member] | |||||
FAIR VALUE MEASUREMENTS (Details) [Line Items] | |||||
Debt instrument, interest rate, effective percentage | 4.00% | 4.00% | |||
Convertible Notes 2017 [Member] | Fair Value, Inputs, Level 1 [Member] | |||||
FAIR VALUE MEASUREMENTS (Details) [Line Items] | |||||
Convertible debt, fair value disclosures | $ 121,438,000 | $ 121,438,000 | |||
Senior Notes 2022 [Member] | |||||
FAIR VALUE MEASUREMENTS (Details) [Line Items] | |||||
Debt instrument, interest rate, effective percentage | 5.25% | 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 | $ 703,250,000 | $ 703,250,000 | |||
Estimate of Fair Value Measurement [Member] | Fair Value, Inputs, Level 2 [Member] | |||||
FAIR VALUE MEASUREMENTS (Details) [Line Items] | |||||
Trading securities | 1,259,000 | 1,259,000 | |||
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 | 1,000,000 | |||
Other Nonoperating Income (Expense) [Member] | |||||
FAIR VALUE MEASUREMENTS (Details) [Line Items] | |||||
Available-for-sale Securities, Gross Realized Losses | $ 13,000 | ||||
Other Income [Member] | Fair Value, Inputs, Level 2 [Member] | Canadian Dollar Forward Contracts [Member] | Not Designated as Hedging Instrument [Member] | |||||
FAIR VALUE MEASUREMENTS (Details) [Line Items] | |||||
Realized gains (losses) | $ (70) | $ 107 |
ACQUISITIONS (Details)
ACQUISITIONS (Details) - USD ($) $ in Thousands | Feb. 14, 2016 | Apr. 16, 2015 | Dec. 31, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Mar. 31, 2016 | Sep. 30, 2015 |
Business Acquisition [Line Items] | |||||||
Payments to acquire businesses, net of cash acquired | $ 4,470 | $ 2,225 | |||||
Guarantor Companies [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Payments to acquire businesses, net of cash acquired | $ 2,726 | $ 2,225 | |||||
Nylex Plastics Pty Ltd. [Member] | The AMES Companies, Inc. [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, consideration transferred | $ 1,700 | ||||||
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] | |||||||
Amount invested | $ 2,726 | ||||||
Equity stake | 49.00% | 26.00% |
ACQUISITIONS (Details) - Summar
ACQUISITIONS (Details) - Summary of Goodwill and Intangible Asset Classifications - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 30, 2016 | Sep. 30, 2015 | |
Business Acquisition [Line Items] | ||
Goodwill | $ 360,255 | $ 356,241 |
Customer relationships [Member] | ||
Business Acquisition [Line Items] | ||
Amortization Period (Years) | 25 years |
INVENTORIES (Details) - Summary
INVENTORIES (Details) - Summary of Inventories Stated at Lower Cost - USD ($) $ in Thousands | Jun. 30, 2016 | Sep. 30, 2015 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 83,147 | $ 91,973 |
Work in process | 73,986 | 70,811 |
Finished goods | 156,919 | 163,025 |
Total | $ 314,052 | $ 325,809 |
PROPERTY, PLANT AND EQUIPMENT45
PROPERTY, PLANT AND EQUIPMENT (Details) - Summary of Property Plant and Equipment - USD ($) $ in Thousands | Jun. 30, 2016 | Sep. 30, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property Plant And Equipment Gross | $ 974,362 | $ 926,205 |
Accumulated depreciation and amortization | (586,213) | (546,233) |
Total | 388,149 | 379,972 |
Land, building and building improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant And Equipment Gross | 136,986 | 131,546 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant And Equipment Gross | 789,379 | 747,194 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant And Equipment Gross | $ 47,997 | $ 47,465 |
PROPERTY, PLANT AND EQUIPMENT46
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization expense | $ 15,780 | $ 15,541 | $ 46,236 | $ 46,099 |
Selling, general and administrative expense [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization expense | $ 3,327 | $ 3,257 | $ 9,735 | $ 9,688 |
GOODWILL AND OTHER INTANGIBLE47
GOODWILL AND OTHER INTANGIBLES (Details) - Summary of Changes in Carrying Value of Goodwill $ in Thousands | 9 Months Ended |
Jun. 30, 2016USD ($) | |
Goodwill [Roll Forward] | |
September 30, 2015 | $ 356,241 |
Other adjustments including currency translations | 4,014 |
June 30, 2016 | 360,255 |
Home & Building Products [Member] | |
Goodwill [Roll Forward] | |
September 30, 2015 | 285,825 |
Other adjustments including currency translations | 1,102 |
June 30, 2016 | 286,927 |
Telephonics [Member] | |
Goodwill [Roll Forward] | |
September 30, 2015 | 18,545 |
June 30, 2016 | 18,545 |
Plastics [Member] | |
Goodwill [Roll Forward] | |
September 30, 2015 | 51,871 |
Other adjustments including currency translations | 2,912 |
June 30, 2016 | $ 54,783 |
GOODWILL AND OTHER INTANGIBLE48
GOODWILL AND OTHER INTANGIBLES (Details) - Summary of Gross Carrying Value and Accumulated Amortization of Intangible Assets - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 30, 2016 | Sep. 30, 2015 | |
GOODWILL AND OTHER INTANGIBLES (Details) - Summary of Gross Carrying Value and Accumulated Amortization of Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 176,001 | $ 174,667 |
Accumulated Amortization | 49,169 | 43,280 |
Trademarks | 84,849 | 82,450 |
Total intangible assets | 260,850 | 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 | 169,909 | 168,560 |
Accumulated Amortization | $ 45,235 | 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 | $ 6,092 | 6,107 |
Accumulated Amortization | $ 3,934 | $ 3,525 |
Average Life (Years) | 12 years 6 months |
GOODWILL AND OTHER INTANGIBLE49
GOODWILL AND OTHER INTANGIBLES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of Intangible Assets | $ 1,898 | $ 1,907 | $ 5,643 | $ 5,801 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate reconciliation, provision (benefit) percent | (35.40%) | (34.70%) | (36.20%) | (36.30%) |
Effective income tax rate reconciliation, change in enacted tax rate, amount | $ (775) | $ 244 | $ (1,132) | $ (250) |
Effective income tax rate reconciliation, nondeductible provision (benefit) percent | 37.50% | 36.30% | 37.90% | 35.70% |
LONG-TERM DEBT (Details) - Summ
LONG-TERM DEBT (Details) - Summary of Long-Term Debt - USD ($) $ in Thousands | Jun. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 |
Debt Instrument [Line Items] | |||
Outstanding Balance | $ 949,698 | $ 861,199 | |
less: Current portion, Outstanding Balance | (17,776) | (16,593) | |
Long-term debt, Outstanding Balance | 931,922 | 844,606 | |
Original Issuer Discount | (3,888) | (5,594) | |
less: Current portion, Original Issuer Discount | 0 | 0 | |
Long-term debt, Original Issuer Discount | (3,888) | (5,594) | |
Balance Sheet | 931,614 | 843,569 | |
less: Current portion | 17,776 | 16,593 | |
Long-term debt | 913,838 | 826,976 | |
Capitalized Fees & Expenses | (14,196) | (12,036) | $ (12,036) |
Senior notes due 2022 [Member] | |||
Debt Instrument [Line Items] | |||
Outstanding Balance | 725,000 | 600,000 | |
Original Issuer Discount | (1,514) | 0 | |
Balance Sheet | 713,234 | 591,736 | |
Capitalized Fees & Expenses | $ (10,252) | $ 8,264 | |
Coupon Interest Rate | 5.25% | 5.25% | |
Revolver due 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Outstanding Balance | $ 0 | $ 35,000 | |
Original Issuer Discount | 0 | 0 | |
Balance Sheet | (2,583) | 32,951 | |
Capitalized Fees & Expenses | (2,583) | $ (2,049) | |
Convert. debt due 2017 [Member] | |||
Debt Instrument [Line Items] | |||
Outstanding Balance | 100,000 | 100,000 | |
Original Issuer Discount | (2,374) | (5,594) | |
Balance Sheet | 97,388 | 93,835 | |
Capitalized Fees & Expenses | $ (238) | $ (571) | |
Coupon Interest Rate | 4.00% | 4.00% | |
Real estate mortgages [Member] | |||
Debt Instrument [Line Items] | |||
Outstanding Balance | $ 38,533 | $ 32,280 | |
Original Issuer Discount | 0 | 0 | |
Balance Sheet | 37,911 | 31,810 | |
Capitalized Fees & Expenses | (622) | (470) | |
ESOP Loans [Member] | |||
Debt Instrument [Line Items] | |||
Outstanding Balance | 35,092 | 36,744 | |
Original Issuer Discount | 0 | 0 | |
Balance Sheet | 34,921 | 36,520 | |
Capitalized Fees & Expenses | (171) | (224) | |
Capital lease - real estate [Member] | |||
Debt Instrument [Line Items] | |||
Outstanding Balance | 6,722 | 7,524 | |
Original Issuer Discount | 0 | 0 | |
Balance Sheet | 6,585 | 7,368 | |
Capitalized Fees & Expenses | $ (137) | $ (156) | |
Coupon Interest Rate | 5.00% | 5.00% | |
Non U.S. lines of credit [Member] | |||
Debt Instrument [Line Items] | |||
Outstanding Balance | $ 6,078 | $ 8,934 | |
Original Issuer Discount | 0 | 0 | |
Balance Sheet | 6,073 | 8,931 | |
Capitalized Fees & Expenses | (5) | (3) | |
Non U.S. term loans [Member] | |||
Debt Instrument [Line Items] | |||
Outstanding Balance | 34,723 | 39,142 | |
Original Issuer Discount | 0 | 0 | |
Balance Sheet | 34,557 | 38,843 | |
Capitalized Fees & Expenses | (166) | (299) | |
Other long term debt [Member] | |||
Debt Instrument [Line Items] | |||
Outstanding Balance | 3,550 | 1,575 | |
Original Issuer Discount | 0 | 0 | |
Balance Sheet | 3,528 | 1,575 | |
Capitalized Fees & Expenses | $ (22) | $ 0 |
LONG-TERM DEBT (Details) - Su52
LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||||
Effective Interest Rate | 6.00% | |||
Cash Interest | $ (11,153) | $ (10,541) | $ (32,183) | $ (31,041) |
Amort. Debt Discount | (1,129) | (1,004) | (3,256) | (2,956) |
Amort. Deferred Cost & Other Fees | 757 | 624 | 2,015 | 1,938 |
Total Interest Expense | $ (13,039) | (12,169) | $ (37,454) | $ (35,935) |
Senior notes due 2022 [Member] | ||||
LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||||
Effective Interest Rate | 5.50% | 5.50% | 5.50% | |
Cash Interest | $ (8,641) | (7,875) | $ (24,391) | $ (23,625) |
Amort. Debt Discount | (36) | 0 | (36) | 0 |
Amort. Deferred Cost & Other Fees | 383 | 323 | 1,028 | 967 |
Total Interest Expense | (9,060) | (8,198) | (25,455) | (24,592) |
Revolver due 2019 [Member] | ||||
LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||||
Cash Interest | (660) | (761) | (2,185) | (1,758) |
Amort. Debt Discount | 0 | 0 | 0 | 0 |
Amort. Deferred Cost & Other Fees | 137 | 116 | 374 | 407 |
Total Interest Expense | $ (797) | $ (877) | $ (2,559) | $ (2,165) |
Convert. debt due 2017 [Member] | ||||
LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||||
Effective Interest Rate | 9.10% | 9.10% | 9.00% | 9.20% |
Cash Interest | $ (1,000) | $ (1,000) | $ (3,000) | $ (3,000) |
Amort. Debt Discount | (1,093) | (1,004) | (3,220) | (2,956) |
Amort. Deferred Cost & Other Fees | 111 | 111 | 333 | 332 |
Total Interest Expense | $ (2,204) | $ (2,115) | $ (6,553) | $ (6,288) |
Real estate mortgages [Member] | ||||
LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||||
Effective Interest Rate | 2.30% | 3.80% | 2.20% | 3.80% |
Cash Interest | $ (194) | $ (117) | $ (499) | $ (357) |
Amort. Debt Discount | 0 | 0 | 0 | 0 |
Amort. Deferred Cost & Other Fees | 26 | 36 | 55 | 108 |
Total Interest Expense | $ (220) | $ (153) | $ (554) | $ (465) |
ESOP Loans [Member] | ||||
LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||||
Effective Interest Rate | 3.30% | 2.90% | 3.20% | 2.90% |
Cash Interest | $ (274) | $ (255) | $ (805) | $ (769) |
Amort. Debt Discount | 0 | 0 | 0 | 0 |
Amort. Deferred Cost & Other Fees | 18 | 17 | 53 | 52 |
Total Interest Expense | $ (292) | $ (272) | $ (858) | $ (821) |
Capital lease - real estate [Member] | ||||
LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||||
Effective Interest Rate | 5.40% | 5.30% | 5.40% | 5.30% |
Cash Interest | $ (87) | $ (100) | $ (270) | $ (308) |
Amort. Debt Discount | 0 | 0 | 0 | 0 |
Amort. Deferred Cost & Other Fees | 6 | 6 | 19 | 19 |
Total Interest Expense | (93) | (106) | (289) | (327) |
Non U.S. lines of credit [Member] | ||||
LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||||
Cash Interest | (367) | (195) | (723) | (445) |
Amort. Debt Discount | 0 | 0 | 0 | 0 |
Amort. Deferred Cost & Other Fees | 23 | 0 | 69 | 0 |
Total Interest Expense | (390) | (195) | (792) | (445) |
Non U.S. term loans [Member] | ||||
LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||||
Cash Interest | (276) | (324) | (832) | (1,049) |
Amort. Debt Discount | 0 | 0 | 0 | 0 |
Amort. Deferred Cost & Other Fees | 53 | 14 | 79 | 44 |
Total Interest Expense | (329) | (338) | (911) | (1,093) |
Other long term debt [Member] | ||||
LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||||
Cash Interest | (97) | (12) | (195) | (65) |
Amort. Debt Discount | 0 | 0 | 0 | 0 |
Amort. Deferred Cost & Other Fees | 0 | 1 | 0 | 9 |
Total Interest Expense | (97) | (13) | (195) | (74) |
Capitalized interest [Member] | ||||
LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||||
Cash Interest | (443) | (98) | (717) | (335) |
Amort. Debt Discount | 0 | 0 | 0 | 0 |
Amort. Deferred Cost & Other Fees | 0 | 0 | 5 | 0 |
Total Interest Expense | $ (443) | $ (98) | $ (712) | $ (335) |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) $ / shares in Units, BRL in Thousands | Jul. 31, 2016AUDloan | Jul. 14, 2016USD ($) | Mar. 13, 2015USD ($) | Dec. 21, 2009USD ($) | Sep. 30, 2015EUR (€)installment | Dec. 31, 2014USD ($)loan | Jul. 31, 2014USD ($) | May 31, 2014USD ($) | Nov. 30, 2010EUR (€) | Jun. 30, 2016CAD | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016EUR (€)shares | Jun. 30, 2016CADshares | Jun. 30, 2016USD ($)$ / sharesshares | Jun. 30, 2015USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2011EUR (€) | Sep. 30, 2007USD ($) | Jun. 30, 2016CAD | Jun. 30, 2016AUD | Jun. 30, 2016USD ($)$ / shares | Jun. 30, 2016BRL | May 18, 2016USD ($) | Jun. 30, 2015AUD | Jun. 30, 2015USD ($) | May 31, 2014AUDloan | Feb. 27, 2014USD ($) | Feb. 14, 2014USD ($) | Oct. 21, 2013USD ($)property |
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Face amount | $ 32,280,000 | $ 8,000,000 | $ 21,098,000 | $ 37,913,000 | ||||||||||||||||||||||||||
Long-term debt outstanding | 843,569,000 | 931,614,000 | ||||||||||||||||||||||||||||
Interest paid | $ 11,153,000 | $ 10,541,000 | $ 32,183,000 | $ 31,041,000 | ||||||||||||||||||||||||||
Underwriting fees and other expense capitalized | 10,313,000 | |||||||||||||||||||||||||||||
Loss from debt extinguishment, net | 0 | |||||||||||||||||||||||||||||
Maximum percentage of equity interest of subsidiaries borrowings guaranteed | 65.00% | 65.00% | 65.00% | |||||||||||||||||||||||||||
Line of credit facility, amount outstanding | 15,794,000 | |||||||||||||||||||||||||||||
Number of properties refinanced | property | 4 | |||||||||||||||||||||||||||||
Debt instrument, description of variable rate basis | The revolving credit facility accrues interest at EURIBOR plus 1.75% per annum (1.75% at June 30, 2016). | |||||||||||||||||||||||||||||
Debt instrument, basis spread on variable rate | 1.30% | 1.25% | 1.25% | 1.25% | ||||||||||||||||||||||||||
Long-term debt, gross | 861,199,000 | 949,698,000 | ||||||||||||||||||||||||||||
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 | 1,591,117 | |||||||||||||||||||||||||||
Proceeds from issuance of long-term debt | $ 263,249,000 | 121,523,000 | ||||||||||||||||||||||||||||
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% | 6.00% | |||||||||||||||||||||||||||
Northcote Holdings Pty. Ltd [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Line of credit facility, amount outstanding | $ 1,484,000 | |||||||||||||||||||||||||||||
Debt instrument, number of loans | loan | 2 | |||||||||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Debt Instrument, Number of Loans Refinanced | 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 | 70.1632 | 70.1632 | 70.1632 | |||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | 1,000 | |||||||||||||||||||||||||||||
Debt instrument, convertible, conversion price (in Dollars per share) | $ / shares | $ 14.25 | |||||||||||||||||||||||||||||
Debt instrument, convertible, terms of conversion feature | 1.00% | |||||||||||||||||||||||||||||
Debt instrument, convertible, if-converted value in excess of principal | $ 15,720,000 | |||||||||||||||||||||||||||||
Term Loan [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Debt Instrument, Frequency of Periodic Payment | installment | 12 | |||||||||||||||||||||||||||||
Term Loan Due 2019 [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Face amount | AUD | AUD 30,000,000 | |||||||||||||||||||||||||||||
Debt instrument, periodic payment, principal | AUD | 750,000 | |||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | AUD | AUD 21,000,000 | |||||||||||||||||||||||||||||
Term Loan Due 2019 [Member] | Subsequent Event [Member] | Bank Bill Swap Bid Rate [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument, basis spread on variable rate | 2.25% | |||||||||||||||||||||||||||||
Revolving Facility, June 2017 [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | AUD | AUD 10,000,000 | |||||||||||||||||||||||||||||
Revolving Facility, June 2017 [Member] | Subsequent Event [Member] | Bank Bill Swap Bid Rate [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument, basis spread on variable rate | 2.00% | |||||||||||||||||||||||||||||
LIBOR Rate [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Line of credit facility, interest rate during period | 2.25% | |||||||||||||||||||||||||||||
Revolver due 2019 [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Line of credit facility, remaining borrowing capacity | $ 334,206,000 | |||||||||||||||||||||||||||||
Revolver due 2019 [Member] | Letter Of Credit Subfacility [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Line of credit facility, current borrowing capacity | $ 50,000 | |||||||||||||||||||||||||||||
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 | 1.25% | |||||||||||||||||||||||||||||
Senior Notes [Member] | Senior Notes 2022 [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Long-term debt outstanding | $ 725,000,000 | |||||||||||||||||||||||||||||
Senior Notes [Member] | Senior Notes due 2022, May 2016 Add-On Issuance [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Face amount | $ 125,000,000 | |||||||||||||||||||||||||||||
Issuance price, percentage | 98.76% | |||||||||||||||||||||||||||||
Debt issuance cost | 3,016,000 | |||||||||||||||||||||||||||||
Mortgages [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument, basis spread on variable rate | 1.50% | |||||||||||||||||||||||||||||
Revolver Due 2020 [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Line of credit facility, current borrowing capacity | $ 350,000 | |||||||||||||||||||||||||||||
Convertible Subordinated Debt [Member] | Convert. debt due 2017 [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
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% | 4.00% | |||||||||||||||||||||||||
Senior notes due 2022 [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Face amount | $ 600,000,000 | |||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 5.25% | |||||||||||||||||||||||||||||
Long-term debt outstanding | 591,736,000 | $ 713,234,000 | ||||||||||||||||||||||||||||
Interest paid | $ 8,641,000 | $ 7,875,000 | $ 24,391,000 | $ 23,625,000 | ||||||||||||||||||||||||||
Long-term debt, gross | $ 600,000,000 | $ 725,000,000 | ||||||||||||||||||||||||||||
Debt instrument, interest rate during period | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | ||||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 5.25% | 5.25% | 5.25% | 5.25% | 5.25% | 5.25% | ||||||||||||||||||||||||
Senior notes due 2022 [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 125,000,000 | |||||||||||||||||||||||||||||
Real estate mortgages [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Long-term debt outstanding | $ 31,810,000 | $ 37,911,000 | ||||||||||||||||||||||||||||
Interest paid | $ 194,000 | $ 117,000 | $ 499,000 | $ 357,000 | ||||||||||||||||||||||||||
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% | The loans bear interest at a rate of LIBOR plus 1.50% | |||||||||||||||||||||||||||
Debt instrument, basis spread on variable rate | 2.25% | 2.25% | 2.25% | |||||||||||||||||||||||||||
Long-term debt, gross | 32,280,000 | 38,533,000 | ||||||||||||||||||||||||||||
Debt instrument, interest rate during period | 2.30% | 2.30% | 3.80% | 2.20% | 2.20% | 2.20% | 3.80% | |||||||||||||||||||||||
ESOP Loans [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Long-term debt outstanding | 36,520,000 | 34,921,000 | ||||||||||||||||||||||||||||
Interest paid | $ 274,000 | $ 255,000 | $ 805,000 | $ 769,000 | ||||||||||||||||||||||||||
Debt instrument, basis spread on variable rate | 2.38% | 2.38% | 2.38% | |||||||||||||||||||||||||||
Long-term debt, gross | $ 36,744,000 | 35,092,000 | ||||||||||||||||||||||||||||
Debt instrument, periodic payment, principal | $ 551,000 | |||||||||||||||||||||||||||||
Debt instrument balloon payment | $ 30,137,000 | |||||||||||||||||||||||||||||
Debt instrument, interest rate during period | 3.30% | 3.30% | 2.90% | 3.20% | 3.20% | 3.20% | 2.90% | |||||||||||||||||||||||
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% | 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 30,000,000 | $ 22,254,000 | ||||||||||||||||||||||||||||
Debt instrument, basis spread on variable rate | 2.80% | |||||||||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 4.79% | 4.79% | 4.79% | 4.79% | 4.79% | |||||||||||||||||||||||||
Term Loan [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Long-term debt outstanding | € 11,250,000 | $ 12,469,000 | ||||||||||||||||||||||||||||
Long-term debt, percentage bearing fixed interest, percentage rate | 2.50% | |||||||||||||||||||||||||||||
Proceeds from long-term lines of credit | € | € 15,000,000 | |||||||||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 1.93% | 1.93% | 1.93% | 1.93% | 1.93% | |||||||||||||||||||||||||
Debt Instrument, Periodic Payment | € | € 1,250,000 | |||||||||||||||||||||||||||||
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 | 20.13% | 20.13% | 20.13% | |||||||||||||||||||||||||||
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] | ||||||||||||||||||||||||||||||
Long-term debt outstanding | $ 7,368,000 | $ 6,585,000 | ||||||||||||||||||||||||||||
Interest paid | $ 87,000 | $ 100,000 | $ 270,000 | $ 308,000 | ||||||||||||||||||||||||||
Long-term debt, gross | $ 7,524,000 | $ 6,722,000 | ||||||||||||||||||||||||||||
Proceeds from issuance of long-term debt | $ 14,290,000 | |||||||||||||||||||||||||||||
Debt instrument, interest rate during period | 5.40% | 5.40% | 5.30% | 5.40% | 5.40% | 5.40% | 5.30% | |||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 5.00% | 5.00% | 5.00% | 5.00% | 5.00% | 5.00% | ||||||||||||||||||||||||
Revolver Due 2013 [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Long-term debt outstanding | $ 0 | |||||||||||||||||||||||||||||
Debt instrument, basis spread on variable rate | 1.75% | 1.75% | 1.75% | 1.75% | ||||||||||||||||||||||||||
Proceeds from long-term lines of credit | € | € 5,541,000 | € 5,000,000 | ||||||||||||||||||||||||||||
Non U.S. term loans [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Long-term debt outstanding | $ 38,843,000 | 34,557,000 | ||||||||||||||||||||||||||||
Interest paid | $ 276,000 | $ 324,000 | $ 832,000 | $ 1,049,000 | ||||||||||||||||||||||||||
Line of credit facility, amount outstanding | 2,235,000 | BRL 7,175 | ||||||||||||||||||||||||||||
Long-term debt, gross | 39,142,000 | 34,723,000 | ||||||||||||||||||||||||||||
Maintains maximum amount of line of credit | 3,738,000 | BRL 12,800 | ||||||||||||||||||||||||||||
Non U.S. lines of credit [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Long-term debt outstanding | 8,931,000 | 6,073,000 | ||||||||||||||||||||||||||||
Interest paid | 367,000 | 195,000 | 723,000 | 445,000 | ||||||||||||||||||||||||||
Line of credit facility, amount outstanding | CAD 3,068,000 | 2,359,000 | ||||||||||||||||||||||||||||
Long-term debt, gross | 8,934,000 | 6,078,000 | ||||||||||||||||||||||||||||
Proceeds from long-term lines of credit | CAD 11,932,000 | 9,175,000 | CAD 15,000,000 | 11,534,000 | ||||||||||||||||||||||||||
Non U.S. lines of credit [Member] | Line of Credit One [Member] | Northcote Holdings Pty. Ltd [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Line of credit facility, current borrowing capacity | $ 5,000,000 | |||||||||||||||||||||||||||||
Debt instrument, basis spread on variable rate | 2.50% | |||||||||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 4.49% | 4.49% | 4.49% | 4.49% | 4.49% | |||||||||||||||||||||||||
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 | $ 3,709,000 | ||||||||||||||||||||||||||||
Non U.S. lines of credit [Member] | LIBOR Rate [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Line of credit facility, interest rate at period end | 1.95% | 1.95% | 1.95% | 1.95% | 1.95% | |||||||||||||||||||||||||
Non U.S. lines of credit [Member] | Bankers Acceptance Rate [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Line of credit facility, interest rate at period end | 2.10% | 2.10% | 2.10% | 2.10% | 2.10% | |||||||||||||||||||||||||
Revolver due 2019 [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Long-term debt outstanding | 32,951,000 | $ (2,583,000) | ||||||||||||||||||||||||||||
Interest paid | $ 660,000 | $ 761,000 | $ 2,185,000 | $ 1,758,000 | ||||||||||||||||||||||||||
Line of credit facility, current borrowing capacity | $ 250,000,000 | |||||||||||||||||||||||||||||
Long-term debt, gross | $ 35,000,000 | 0 | ||||||||||||||||||||||||||||
Fair Value, Inputs, Level 1 [Member] | Convertible Notes 2017 [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Convertible debt, fair value disclosures | 121,438,000 | |||||||||||||||||||||||||||||
Fair Value, Inputs, Level 1 [Member] | Senior notes due 2022 [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Convertible debt, fair value disclosures | $ 703,250,000 |
EARNINGS PER SHARE (EPS) (Deta
EARNINGS PER SHARE (EPS) (Details) - Summary of Reconciliation of Share Amounts Used in Earnings Per Share - USD ($) shares in Thousands, $ in Thousands | Jul. 14, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Weighted average shares outstanding - basic | 40,558 | 44,025 | 41,318 | 45,228 | |
Incremental shares from stock based compensation | 1,876 | 2,056 | 2,047 | 1,929 | |
Convertible debt due 2017 | 846 | 899 | 878 | 128 | |
Weighted average shares outstanding - diluted | 43,280 | 46,980 | 44,243 | 47,285 | |
Options [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Anti-dilutive restricted stock excluded from diluted EPS computation | 377 | 480 | 404 | 514 | |
Senior notes due 2022 [Member] | Subsequent Event [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Debt Conversion, Original Debt, Amount | $ 125,000 |
SHAREHOLDERS' EQUITY (Details)
SHAREHOLDERS' EQUITY (Details) | May 04, 2016$ / shares | Jan. 29, 2016USD ($) | Aug. 02, 2016USD ($)shares | Dec. 31, 2014shares | Jun. 30, 2016USD ($)$ / sharesshares | Mar. 31, 2016USD ($)senior_executive$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Jun. 30, 2015USD ($)$ / shares | Mar. 31, 2016USD ($)$ / sharesshares | Jun. 30, 2016USD ($)$ / sharesshares | Jun. 30, 2015USD ($)$ / shares | Sep. 30, 2015$ / shares | Jan. 29, 2020shares | Jun. 30, 2016USD ($)$ / sharesshares | Aug. 03, 2016USD ($) | Jul. 31, 2015USD ($) | May 31, 2014USD ($) | Dec. 10, 2013USD ($)shares |
SHAREHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||
Common stock, dividends, per share, cash paid (in Dollars per share) | $ / shares | $ 0.05 | $ 0.04 | $ 0.15 | $ 0.12 | $ 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 | $ | $ 2,877,000 | $ 2,931,000 | $ 8,432,000 | $ 8,303,000 | ||||||||||||||
Stock repurchase program, authorized amount | $ | $ 50,000,000 | $ 50,000,000 | ||||||||||||||||
Stock Repurchased During Period, Shares | 4,444,444 | 764,738 | 2,714,076,000 | 15,020,853 | ||||||||||||||
Stock repurchased during period, value | $ | $ 12,297,000 | $ 42,232,000 | $ 195,364,000 | |||||||||||||||
Stock repurchased during period per share (in Dollars per share) | $ / shares | $ 16.08 | $ 15.56 | $ 13.01 | |||||||||||||||
Stock repurchase program, remaining authorized repurchase amount | $ | $ 15,693,000 | $ 15,693,000 | $ 15,693,000 | |||||||||||||||
Shares paid for tax withholding for share based compensation (in Shares) | 488,621 | 300,399 | ||||||||||||||||
Shares paid for tax withholding for share based compensation, value | $ | $ 8,410,000 | $ 4,834,000 | ||||||||||||||||
Shares paid for tax withholding for share based compensation, value per share (in Dollars per share) | $ / shares | $ 17.21 | $ 16.09 | ||||||||||||||||
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased | 5,555,556,000 | |||||||||||||||||
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) | 1,807,343 | 1,807,343 | 1,807,343 | |||||||||||||||
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 | |||||||||||||||
Performance Shares [Member] | ||||||||||||||||||
SHAREHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||
Equity instruments other than options, grants in period (in Shares) | 0 | 31,761 | 372,243 | |||||||||||||||
Award vesting period | 3 years | 3 years | ||||||||||||||||
Equity instruments other than options, vested in period, fair value | $ | $ 473,000 | $ 6,425,000 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 14.90 | |||||||||||||||||
Equity instruments other than options, grants in period, weighted average grant date fair value (in Dollars per share) | $ / shares | $ 17.26 | |||||||||||||||||
Restricted Stock and Performance Shares [Member] | ||||||||||||||||||
SHAREHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||
Equity instruments other than options, grants in period (in Shares) | 677,461 | |||||||||||||||||
Restricted Stock [Member] | ||||||||||||||||||
SHAREHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||
Equity instruments other than options, grants in period (in Shares) | 40,700 | |||||||||||||||||
Award vesting period | 3 years | |||||||||||||||||
Equity instruments other than options, vested in period, fair value | $ | $ 618,000 | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 15.18 | |||||||||||||||||
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] | ||||||||||||||||||
SHAREHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ / shares | $ 7.02 | $ 7.02 | $ 7.02 | |||||||||||||||
Equity instruments other than options, grants in period (in Shares) | 605,000 | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Number of Persons Granted Shares | senior_executive | 2 | |||||||||||||||||
Award vesting period | 4 years | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Post-Vesting Holding Period | 2 years | |||||||||||||||||
Stock Granted, Value, Share-based Compensation, Gross | $ | $ 4,247,000 | |||||||||||||||||
Scenario, Forecast [Member] | Executive Officer [Member] | Minimum [Member] | Restricted Stock [Member] | ||||||||||||||||||
SHAREHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 220,000 | |||||||||||||||||
Scenario, Forecast [Member] | Executive Officer [Member] | Maximum [Member] | Restricted Stock [Member] | ||||||||||||||||||
SHAREHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 605,000 | |||||||||||||||||
Shares Authorized for Repurchase on August, 2016 [Member] | Common Stock [Member] | ||||||||||||||||||
SHAREHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||
Stock repurchase program, remaining authorized repurchase amount | $ | $ 14,615,000 | |||||||||||||||||
Shares Authorized for Repurchase on August, 2016 [Member] | Common Stock [Member] | Subsequent Event [Member] | ||||||||||||||||||
SHAREHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||
Stock repurchase program, authorized amount | $ | $ 50,000,000 | |||||||||||||||||
Stock Repurchased During Period, Shares | 64,706,000 | |||||||||||||||||
Stock repurchased during period, value | $ | $ 1,078,000 | |||||||||||||||||
Stock repurchase program, remaining authorized repurchase amount | $ | $ 64,615,000 |
BUSINESS SEGMENTS (Details) - S
BUSINESS SEGMENTS (Details) - Summary of Reconciliation of Segment Profit Before Taxes and Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Segment Reporting Information [Line Items] | ||||
Restructuring and other related charges | $ 5,900 | $ 0 | $ 5,900 | $ 0 |
Home & Building Products: | ||||
Revenue | 462,200 | 511,694 | 1,456,456 | 1,513,874 |
Segment operating profit: | ||||
Segment operating profit | 24,577 | 27,914 | 71,954 | 72,816 |
Net interest expense | (12,960) | (12,150) | (37,320) | (35,644) |
Unallocated amounts | (9,625) | (9,008) | (28,632) | (24,852) |
Income before taxes | 11,759 | 16,693 | 34,946 | 36,893 |
Segment adjusted EBITDA: | ||||
Segment adjusted EBITDA | 57,795 | 55,182 | 158,316 | 148,945 |
Net interest expense | (12,960) | (12,150) | (37,320) | (35,644) |
Consolidated depreciation and amortization | 17,677 | 17,448 | 51,879 | 51,901 |
Unallocated amounts | (9,625) | (9,008) | (28,632) | (24,852) |
Segment: | ||||
Capital expenditures | 17,295 | 15,652 | 63,247 | 55,365 |
Ames True Temper Inc [Member] | ||||
Home & Building Products: | ||||
Revenue | 122,198 | 140,614 | 406,335 | 432,816 |
Clopay Building Products [Member] | ||||
Home & Building Products: | ||||
Revenue | 133,362 | 131,577 | 389,657 | 374,690 |
Home And Building Products [Member] | ||||
Home & Building Products: | ||||
Revenue | 255,560 | 272,191 | 795,992 | 807,506 |
Segment operating profit: | ||||
Segment operating profit | 23,201 | 16,268 | 62,170 | 41,288 |
Segment adjusted EBITDA: | ||||
Segment adjusted EBITDA | 32,082 | 25,386 | 88,249 | 67,186 |
Consolidated depreciation and amortization | 8,881 | 9,118 | 26,079 | 25,898 |
Segment: | ||||
Capital expenditures | 9,148 | 8,644 | 37,263 | 30,019 |
Telephonics [Member] | ||||
Home & Building Products: | ||||
Revenue | 91,767 | 115,340 | 306,678 | 304,685 |
Segment operating profit: | ||||
Segment operating profit | 9,471 | 13,284 | 25,159 | 29,915 |
Segment adjusted EBITDA: | ||||
Segment adjusted EBITDA | 12,125 | 15,712 | 32,913 | 37,360 |
Consolidated depreciation and amortization | 2,654 | 2,428 | 7,754 | 7,445 |
Segment: | ||||
Capital expenditures | 2,360 | 1,644 | 5,598 | 3,952 |
Plastics [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Restructuring and other related charges | 5,900 | 5,900 | ||
Home & Building Products: | ||||
Revenue | 114,873 | 124,163 | 353,786 | 401,683 |
Segment operating profit: | ||||
Segment operating profit | 1,672 | 8,299 | 13,569 | 26,186 |
Segment adjusted EBITDA: | ||||
Segment adjusted EBITDA | 13,588 | 14,084 | 37,154 | 44,399 |
Consolidated depreciation and amortization | 6,016 | 5,785 | 17,685 | 18,213 |
Segment: | ||||
Capital expenditures | 5,648 | 4,820 | 19,008 | 19,985 |
Operating Segments [Member] | ||||
Segment operating profit: | ||||
Segment operating profit | 34,344 | 37,851 | 100,898 | 97,389 |
Segment adjusted EBITDA: | ||||
Consolidated depreciation and amortization | 17,551 | 17,331 | 51,518 | 51,556 |
Segment: | ||||
Capital expenditures | 17,156 | 15,108 | 61,869 | 53,956 |
Corporate, Non-Segment [Member] | ||||
Segment adjusted EBITDA: | ||||
Consolidated depreciation and amortization | 126 | 117 | 361 | 345 |
Segment: | ||||
Capital expenditures | $ 139 | $ 544 | $ 1,378 | $ 1,409 |
BUSINESS SEGMENTS (Details) -57
BUSINESS SEGMENTS (Details) - Summary of Segment Assets - USD ($) $ in Thousands | Jun. 30, 2016 | Sep. 30, 2015 |
Segment assets: | ||
Continuing Assets | $ 1,776,293 | $ 1,727,942 |
Assets of discontinued operations | 3,348 | 3,491 |
Total Assets | 1,779,641 | 1,731,433 |
Home And Building Products [Member] | ||
Segment assets: | ||
Continuing Assets | 1,018,530 | 1,034,032 |
Telephonics [Member] | ||
Segment assets: | ||
Continuing Assets | 318,654 | 302,560 |
Plastics [Member] | ||
Segment assets: | ||
Continuing Assets | 347,096 | 343,519 |
Operating Segments [Member] | ||
Segment assets: | ||
Continuing Assets | 1,684,280 | 1,680,111 |
Corporate, Non-Segment [Member] | ||
Segment assets: | ||
Continuing Assets | $ 92,013 | $ 47,831 |
DEFINED BENEFIT PENSION EXPEN58
DEFINED BENEFIT PENSION EXPENSE (Details) - Summary of Defined Benefit Pension Expense - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Compensation and Retirement Disclosure [Abstract] | ||||
Interest cost | $ 1,065 | $ 2,207 | $ 5,225 | $ 6,621 |
Expected return on plan assets | (2,489) | (2,932) | (8,321) | (8,796) |
Amortization: | ||||
Prior service cost | 3 | 4 | 11 | 12 |
Recognized actuarial loss | 590 | 541 | 1,771 | 1,623 |
Net periodic expense (income) | $ (831) | $ (180) | $ (1,314) | $ (540) |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) - Summary of Discontinued Operations - USD ($) $ in Thousands | Jun. 30, 2016 | Sep. 30, 2015 |
Assets of discontinued operations: | ||
Prepaid and other current assets | $ 1,301 | $ 1,316 |
Other long-term assets | 2,047 | 2,175 |
Total assets of discontinued operations | 3,348 | 3,491 |
Liabilities of discontinued operations: | ||
Accrued liabilities, current | 1,600 | 2,229 |
Other long-term liabilities | 2,715 | 3,379 |
Total liabilities of discontinued operations | $ 4,315 | $ 5,608 |
DISCONTINUED OPERATIONS (Deta60
DISCONTINUED OPERATIONS (Details) - USD ($) | 9 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Installation Services revenue | $ 0 | $ 0 |
RESTRUCTURING AND OTHER RELAT61
RESTRUCTURING AND OTHER RELATED CHARGES (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016USD ($)position | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and other related charges | $ 5,900 | $ 0 | $ 5,900 | $ 0 |
Plastics [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and other related charges | $ 5,900 | 5,900 | ||
Number of positions eliminated | position | 83 | |||
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve | 0 | |||
Restructuring Charges | 5,069 | |||
Payments for Restructuring | (775) | |||
Restructuring Reserve | $ 4,294 | 4,294 | ||
Plastics [Member] | Workforce Reduction | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and other related charges | 3,337 | 3,337 | ||
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve | 0 | |||
Restructuring Charges | 3,337 | |||
Payments for Restructuring | (530) | |||
Restructuring Reserve | 2,807 | 2,807 | ||
Plastics [Member] | Facilities & Exit Costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and other related charges | 659 | 659 | ||
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve | 0 | |||
Restructuring Charges | 659 | |||
Payments for Restructuring | (28) | |||
Restructuring Reserve | 631 | 631 | ||
Plastics [Member] | Other Related Costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and other related charges | 1,073 | 1,073 | ||
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve | 0 | |||
Restructuring Charges | 1,073 | |||
Payments for Restructuring | (217) | |||
Restructuring Reserve | 856 | 856 | ||
Plastics [Member] | Non-cash Facility and Other | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and other related charges | $ 831 | $ 831 |
OTHER EXPENSE (Details)
OTHER EXPENSE (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Other Income and Expenses [Abstract] | ||||
Foreign currency transaction gain (loss), before tax | $ 192 | $ 722 | $ 301 | $ (803) |
Investment income, net | $ 58 | $ (36) | $ 260 | $ 527 |
WARRANTY LIABILITY (Details)
WARRANTY LIABILITY (Details) | 9 Months Ended |
Jun. 30, 2016 | |
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 | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward] | ||||
Balance, beginning of period | $ 5,185 | $ 5,675 | $ 4,756 | $ 4,935 |
Warranties issued and changes in estimated pre-existing warranties | 1,293 | 1,057 | 3,489 | 3,848 |
Actual warranty costs incurred | (1,494) | (1,803) | (3,261) | (3,854) |
Balance, end of period | $ 4,984 | $ 4,929 | $ 4,984 | $ 4,929 |
OTHER COMPREHENSIVE INCOME (L65
OTHER COMPREHENSIVE INCOME (LOSS) (Details) - Summary of Other Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Pre-tax | ||||
Foreign currency translation adjustments | $ 796 | $ 4,801 | $ 11,130 | $ (41,083) |
Pension and other defined benefit plans | 593 | 545 | 1,782 | 1,635 |
Cash flow hedges | 1,838 | 278 | (1,967) | 74 |
Available-for-sale securities | 0 | (1,370) | ||
Total other comprehensive income (loss) | 3,227 | 5,624 | 10,945 | (40,744) |
Tax | ||||
Pension and other defined benefit plans | (207) | (192) | (624) | (576) |
Cash flow hedges | (551) | (69) | 590 | (19) |
Available-for-sale securities | 0 | 500 | ||
Total other comprehensive income (loss) | (758) | (261) | (34) | (95) |
Net of tax | ||||
Foreign currency translation adjustments | 796 | 4,801 | 11,130 | (41,083) |
Pension and other defined benefit plans | 386 | 353 | 1,158 | 1,059 |
Cash flow hedges | 1,287 | 209 | (1,377) | 55 |
Available-for-sale securities | 0 | 0 | 0 | (870) |
Total other comprehensive income (loss), net of taxes | $ 2,469 | $ 5,363 | $ 10,911 | $ (40,839) |
OTHER COMPREHENSIVE INCOME (L66
OTHER COMPREHENSIVE INCOME (LOSS)-AOCI (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Sep. 30, 2015 |
Class of Stock [Line Items] | ||
Accumulated other comprehensive income (loss) | $ (80,277) | $ (91,188) |
Foreign currency translation adjustments [Member] | ||
Class of Stock [Line Items] | ||
Accumulated other comprehensive income (loss) | (49,048) | (60,178) |
Pension and other defined benefit plans [Member] | ||
Class of Stock [Line Items] | ||
Accumulated other comprehensive income (loss) | (30,534) | (31,692) |
Gain on cash flow hedge [Member] | ||
Class of Stock [Line Items] | ||
Accumulated other comprehensive income (loss) | $ (695) | $ 682 |
OTHER COMPREHENSIVE INCOME (L67
OTHER COMPREHENSIVE INCOME (LOSS)- Total comprehensive income (loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Equity [Abstract] | ||||
Net income | $ 7,596 | $ 10,893 | $ 22,287 | $ 23,486 |
Other comprehensive income (loss), net of taxes | 2,469 | 5,363 | 10,911 | (40,839) |
Comprehensive loss | $ 10,065 | $ 16,256 | $ 33,198 | $ (17,353) |
OTHER COMPREHENSIVE INCOME (L68
OTHER COMPREHENSIVE INCOME (LOSS) (Details) - Summary of Amounts Reclassified from Accumulated Other Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||||
Pension amortization | $ (593) | $ (545) | $ (1,782) | $ (1,635) |
Cash flow hedges | (764) | 100 | 324 | 520 |
Available-for-sale securities | 0 | 0 | 0 | 1,370 |
Total gain (loss) | (1,357) | (445) | (1,458) | 255 |
Tax benefit (expense) | (407) | (162) | (438) | 80 |
Amounts reclassified from accumulated other comprehensive income (loss) | $ (950) | $ (283) | $ (1,020) | $ 175 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Feb. 28, 2011 | Apr. 30, 2009 | |
Commitments and Contingencies Disclosure [Abstract] | ||||||
Operating Leases, Rent Expense, Net | $ 7,141,000 | $ 7,757,000 | $ 21,778,000 | $ 15,400,000 | ||
Net capital cost value | $ 5,000,000 | |||||
Obligation under consent order | $ 0 | |||||
Net capital cost value in proposed remedial action plan | $ 10,000,000 | |||||
Loss contingency claim asserted | 0 | 0 | ||||
Remainder of year | 26,655,000 | 26,655,000 | ||||
Year 2 | 21,710,000 | 21,710,000 | ||||
Year 3 | 17,815,000 | 17,815,000 | ||||
Year 4 | 14,704,000 | 14,704,000 | ||||
Year 5 | 10,036,000 | 10,036,000 | ||||
Thereafter | $ 9,294,000 | $ 9,294,000 |
CONSOLIDATING GUARANTOR AND N70
CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (Details) | 9 Months Ended |
Jun. 30, 2016 | |
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 N71
CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (Details) - Summary of Condensed Consolidating Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2016 | Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 |
CURRENT ASSETS | |||||
Cash and equivalents | $ 68,616 | $ 52,001 | $ 45,955 | $ 92,405 | $ 92,405 |
Accounts receivable, net of allowances | 222,768 | 218,755 | |||
Contract costs and recognized income not yet billed, net of progress payments | 121,591 | 103,895 | |||
Inventories, net | 314,052 | 325,809 | |||
Prepaid and other current assets | 63,962 | 55,086 | |||
Assets of discontinued operations | 1,301 | 1,316 | |||
Total Current Assets | 792,290 | 756,862 | |||
PROPERTY, PLANT AND EQUIPMENT, net | 388,149 | 379,972 | |||
GOODWILL | 360,255 | 356,241 | |||
INTANGIBLE ASSETS, net | 211,681 | 213,837 | |||
INTERCOMPANY RECEIVABLE | 0 | 0 | |||
EQUITY INVESTMENTS IN SUBSIDIARIES | 0 | 0 | |||
OTHER ASSETS | 25,219 | 22,346 | |||
ASSETS OF DISCONTINUED OPERATIONS | 2,047 | 2,175 | |||
Total Assets | 1,779,641 | 1,731,433 | |||
CURRENT LIABILITIES | |||||
Notes payable and current portion of long-term debt | 17,776 | 16,593 | |||
Accounts payable and accrued liabilities | 270,631 | 304,808 | |||
Liabilities of discontinued operations | 1,600 | 2,229 | |||
Total Current Liabilities | 290,007 | 323,630 | |||
LONG-TERM DEBT, net of debt discounts | 913,838 | 826,976 | |||
INTERCOMPANY PAYABLES | 0 | 0 | |||
OTHER LIABILITIES | 153,054 | 146,923 | |||
LIABILITIES OF DISCONTINUED OPERATIONS | 2,715 | 3,379 | |||
Total Liabilities | 1,359,614 | 1,300,908 | |||
Total Shareholders’ Equity | 420,027 | 430,525 | |||
Total Liabilities and Shareholders’ Equity | 1,779,641 | 1,731,433 | |||
Parent Company [Member] | |||||
CURRENT ASSETS | |||||
Cash and equivalents | 22,699 | 2,440 | 4,736 | 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 | 34,652 | 23,493 | |||
Assets of discontinued operations | 0 | 0 | |||
Total Current Assets | 57,351 | 25,933 | |||
PROPERTY, PLANT AND EQUIPMENT, net | 1,026 | 1,108 | |||
GOODWILL | 0 | 0 | |||
INTANGIBLE ASSETS, net | 0 | 0 | |||
INTERCOMPANY RECEIVABLE | 553,059 | 542,297 | |||
EQUITY INVESTMENTS IN SUBSIDIARIES | 808,951 | 745,262 | |||
OTHER ASSETS | 6,854 | 41,774 | |||
ASSETS OF DISCONTINUED OPERATIONS | 0 | 0 | |||
Total Assets | 1,427,241 | 1,356,374 | |||
CURRENT LIABILITIES | |||||
Notes payable and current portion of long-term debt | 2,735 | 2,202 | |||
Accounts payable and accrued liabilities | 53,989 | 30,158 | |||
Liabilities of discontinued operations | 0 | 0 | |||
Total Current Liabilities | 56,724 | 32,360 | |||
LONG-TERM DEBT, net of debt discounts | 848,004 | 752,839 | |||
INTERCOMPANY PAYABLES | 68,957 | 76,477 | |||
OTHER LIABILITIES | 33,529 | 64,173 | |||
LIABILITIES OF DISCONTINUED OPERATIONS | 0 | 0 | |||
Total Liabilities | 1,007,214 | 925,849 | |||
Total Shareholders’ Equity | 420,027 | 430,525 | |||
Total Liabilities and Shareholders’ Equity | 1,427,241 | 1,356,374 | |||
Guarantor Companies [Member] | |||||
CURRENT ASSETS | |||||
Cash and equivalents | 8,691 | 10,671 | 12,893 | 31,522 | |
Accounts receivable, net of allowances | 195,787 | 178,830 | |||
Contract costs and recognized income not yet billed, net of progress payments | 121,352 | 103,879 | |||
Inventories, net | 240,544 | 257,929 | |||
Prepaid and other current assets | 30,343 | 27,584 | |||
Assets of discontinued operations | 0 | 0 | |||
Total Current Assets | 596,717 | 578,893 | |||
PROPERTY, PLANT AND EQUIPMENT, net | 289,928 | 286,854 | |||
GOODWILL | 284,875 | 284,875 | |||
INTANGIBLE ASSETS, net | 149,073 | 152,412 | |||
INTERCOMPANY RECEIVABLE | 799,370 | 904,840 | |||
EQUITY INVESTMENTS IN SUBSIDIARIES | 661,936 | 644,577 | |||
OTHER ASSETS | 8,999 | 30,203 | |||
ASSETS OF DISCONTINUED OPERATIONS | 0 | 0 | |||
Total Assets | 2,790,898 | 2,882,654 | |||
CURRENT LIABILITIES | |||||
Notes payable and current portion of long-term debt | 2,304 | 3,842 | |||
Accounts payable and accrued liabilities | 177,862 | 222,758 | |||
Liabilities of discontinued operations | 0 | 0 | |||
Total Current Liabilities | 180,166 | 226,600 | |||
LONG-TERM DEBT, net of debt discounts | 19,424 | 17,116 | |||
INTERCOMPANY PAYABLES | 743,810 | 831,345 | |||
OTHER LIABILITIES | 105,679 | 126,956 | |||
LIABILITIES OF DISCONTINUED OPERATIONS | 0 | 0 | |||
Total Liabilities | 1,049,079 | 1,202,017 | |||
Total Shareholders’ Equity | 1,741,819 | 1,680,637 | |||
Total Liabilities and Shareholders’ Equity | 2,790,898 | 2,882,654 | |||
Non-Guarantor Companies [Member] | |||||
CURRENT ASSETS | |||||
Cash and equivalents | 37,226 | 38,890 | 28,326 | 54,070 | |
Accounts receivable, net of allowances | 56,022 | 61,772 | |||
Contract costs and recognized income not yet billed, net of progress payments | 239 | 16 | |||
Inventories, net | 73,508 | 67,880 | |||
Prepaid and other current assets | 14,408 | 12,488 | |||
Assets of discontinued operations | 1,301 | 1,316 | |||
Total Current Assets | 182,704 | 182,362 | |||
PROPERTY, PLANT AND EQUIPMENT, net | 97,195 | 92,010 | |||
GOODWILL | 75,380 | 71,366 | |||
INTANGIBLE ASSETS, net | 62,608 | 61,425 | |||
INTERCOMPANY RECEIVABLE | 292,743 | 263,480 | |||
EQUITY INVESTMENTS IN SUBSIDIARIES | 1,805,573 | 1,740,889 | |||
OTHER ASSETS | 24,312 | 9,959 | |||
ASSETS OF DISCONTINUED OPERATIONS | 2,047 | 2,175 | |||
Total Assets | 2,542,562 | 2,423,666 | |||
CURRENT LIABILITIES | |||||
Notes payable and current portion of long-term debt | 12,737 | 10,549 | |||
Accounts payable and accrued liabilities | 83,597 | 72,843 | |||
Liabilities of discontinued operations | 1,600 | 2,229 | |||
Total Current Liabilities | 97,934 | 85,621 | |||
LONG-TERM DEBT, net of debt discounts | 46,410 | 57,021 | |||
INTERCOMPANY PAYABLES | 815,214 | 775,120 | |||
OTHER LIABILITIES | 22,224 | 28,428 | |||
LIABILITIES OF DISCONTINUED OPERATIONS | 2,715 | 3,379 | |||
Total Liabilities | 984,497 | 949,569 | |||
Total Shareholders’ Equity | 1,558,065 | 1,474,097 | |||
Total Liabilities and Shareholders’ Equity | 2,542,562 | 2,423,666 | |||
Elimination [Member] | |||||
CURRENT ASSETS | |||||
Cash and equivalents | 0 | 0 | $ 0 | $ 0 | |
Accounts receivable, net of allowances | (29,041) | (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 | (15,441) | (8,479) | |||
Assets of discontinued operations | 0 | 0 | |||
Total Current Assets | (44,482) | (30,326) | |||
PROPERTY, PLANT AND EQUIPMENT, net | 0 | 0 | |||
GOODWILL | 0 | 0 | |||
INTANGIBLE ASSETS, net | 0 | 0 | |||
INTERCOMPANY RECEIVABLE | (1,645,172) | (1,710,617) | |||
EQUITY INVESTMENTS IN SUBSIDIARIES | (3,276,460) | (3,130,728) | |||
OTHER ASSETS | (14,946) | (59,590) | |||
ASSETS OF DISCONTINUED OPERATIONS | 0 | 0 | |||
Total Assets | (4,981,060) | (4,931,261) | |||
CURRENT LIABILITIES | |||||
Notes payable and current portion of long-term debt | 0 | 0 | |||
Accounts payable and accrued liabilities | (44,817) | (20,951) | |||
Liabilities of discontinued operations | 0 | 0 | |||
Total Current Liabilities | (44,817) | (20,951) | |||
LONG-TERM DEBT, net of debt discounts | 0 | 0 | |||
INTERCOMPANY PAYABLES | (1,627,981) | (1,682,942) | |||
OTHER LIABILITIES | (8,378) | (72,634) | |||
LIABILITIES OF DISCONTINUED OPERATIONS | 0 | 0 | |||
Total Liabilities | (1,681,176) | (1,776,527) | |||
Total Shareholders’ Equity | (3,299,884) | (3,154,734) | |||
Total Liabilities and Shareholders’ Equity | $ (4,981,060) | $ (4,931,261) |
CONSOLIDATING GUARANTOR AND N72
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 | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Condensed Income Statements, Captions [Line Items] | ||||
Revenue | $ 462,200 | $ 511,694 | $ 1,456,456 | $ 1,513,874 |
Cost of goods and services | 342,843 | 388,205 | 1,106,837 | 1,158,021 |
Gross profit | 119,357 | 123,489 | 349,619 | 355,853 |
Selling, general and administrative expenses | 88,880 | 95,575 | 271,765 | 283,037 |
Restructuring and other related charges | 5,900 | 0 | 5,900 | 0 |
Total operating expenses | 94,780 | 95,575 | 277,665 | 283,037 |
Income from operations | 24,577 | 27,914 | 71,954 | 72,816 |
Other income (expense) | ||||
Interest income (expense), net | (12,960) | (12,150) | (37,320) | (35,644) |
Loss from debt extinguishment, net | 0 | |||
Other, net | 142 | 929 | 312 | (279) |
Total other expense, net | (12,818) | (11,221) | (37,008) | (35,923) |
Income before taxes | 11,759 | 16,693 | 34,946 | 36,893 |
Provision (benefit) for income taxes | 4,163 | 5,800 | 12,659 | 13,407 |
Income (loss) before equity in net income of subsidiaries | 7,596 | 10,893 | 22,287 | 23,486 |
Equity in net income (loss) of subsidiaries | 0 | 0 | 0 | 0 |
Net income | 7,596 | 10,893 | 22,287 | 23,486 |
Foreign currency translation adjustments | 796 | 4,801 | 11,130 | (41,083) |
Other comprehensive income (loss), net of taxes | 2,469 | 5,363 | 10,911 | (40,839) |
Comprehensive income (loss), net | 10,065 | 16,256 | 33,198 | (17,353) |
Parent Company [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Cost of goods and services | 0 | 0 | 0 | 0 |
Gross profit | 0 | 0 | 0 | 0 |
Selling, general and administrative expenses | 6,646 | 5,978 | 19,574 | 16,799 |
Restructuring and other related charges | 0 | 0 | ||
Total operating expenses | 6,646 | 19,574 | 16,799 | |
Income from operations | (6,646) | (5,978) | (19,574) | (16,799) |
Other income (expense) | ||||
Interest income (expense), net | (3,347) | (2,402) | (8,299) | (6,530) |
Loss from debt extinguishment, net | 0 | |||
Other, net | 67 | (26) | 278 | 541 |
Total other expense, net | (3,280) | (2,428) | (8,021) | (5,989) |
Income before taxes | (9,926) | (8,406) | (27,595) | (22,788) |
Provision (benefit) for income taxes | 12,946 | (3,194) | 3,499 | (8,659) |
Income (loss) before equity in net income of subsidiaries | (22,872) | (5,212) | (31,094) | (14,129) |
Equity in net income (loss) of subsidiaries | 30,468 | 16,105 | 53,381 | 37,615 |
Net income | 7,596 | 10,893 | 22,287 | 23,486 |
Other comprehensive income (loss), net of taxes | 2,469 | 5,363 | 10,911 | (40,839) |
Comprehensive income (loss), net | 10,065 | 16,256 | 33,198 | (17,353) |
Guarantor Companies [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Revenue | 369,235 | 416,433 | 1,165,484 | 1,194,589 |
Cost of goods and services | 267,804 | 310,578 | 879,391 | 906,573 |
Gross profit | 101,431 | 105,855 | 286,093 | 288,016 |
Selling, general and administrative expenses | 64,735 | 73,190 | 196,879 | 214,717 |
Restructuring and other related charges | 1,299 | 1,299 | ||
Total operating expenses | 66,034 | 198,178 | 214,717 | |
Income from operations | 35,397 | 32,665 | 87,915 | 73,299 |
Other income (expense) | ||||
Interest income (expense), net | (7,656) | (7,770) | (23,197) | (22,895) |
Loss from debt extinguishment, net | 0 | |||
Other, net | 714 | 2,075 | 2,634 | 4,985 |
Total other expense, net | (6,942) | (5,695) | (20,563) | (17,910) |
Income before taxes | 28,455 | 26,970 | 67,352 | 55,389 |
Provision (benefit) for income taxes | 7,167 | 9,726 | 23,996 | 20,525 |
Income (loss) before equity in net income of subsidiaries | 21,288 | 17,244 | 43,356 | 34,864 |
Equity in net income (loss) of subsidiaries | 7,454 | (1,206) | 8,275 | 4,095 |
Net income | 28,742 | 16,038 | 51,631 | 38,959 |
Other comprehensive income (loss), net of taxes | (2,652) | 2,077 | (451) | (14,578) |
Comprehensive income (loss), net | 26,090 | 18,115 | 51,180 | 24,381 |
Non-Guarantor Companies [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Revenue | 100,420 | 110,204 | 313,766 | 362,291 |
Cost of goods and services | 82,914 | 85,841 | 251,303 | 285,435 |
Gross profit | 17,506 | 24,363 | 62,463 | 76,856 |
Selling, general and administrative expenses | 17,591 | 24,286 | 55,589 | 61,734 |
Restructuring and other related charges | 4,601 | 4,601 | ||
Total operating expenses | 22,192 | 60,190 | 61,734 | |
Income from operations | (4,686) | 77 | 2,273 | 15,122 |
Other income (expense) | ||||
Interest income (expense), net | (1,957) | (1,978) | (5,824) | (6,219) |
Loss from debt extinguishment, net | 0 | |||
Other, net | (127) | 30 | (1,260) | (4,611) |
Total other expense, net | (2,084) | (1,948) | (7,084) | (10,830) |
Income before taxes | (6,770) | (1,871) | (4,811) | 4,292 |
Provision (benefit) for income taxes | (15,950) | (732) | (14,836) | 1,541 |
Income (loss) before equity in net income of subsidiaries | 9,180 | (1,139) | 10,025 | 2,751 |
Equity in net income (loss) of subsidiaries | 21,288 | 17,244 | 43,356 | 34,864 |
Net income | 30,468 | 16,105 | 53,381 | 37,615 |
Other comprehensive income (loss), net of taxes | 4,920 | 3,258 | 11,161 | (25,962) |
Comprehensive income (loss), net | 35,388 | 19,363 | 64,542 | 11,653 |
Elimination [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Revenue | (7,455) | (14,943) | (22,794) | (43,006) |
Cost of goods and services | (7,875) | (8,214) | (23,857) | (33,987) |
Gross profit | 420 | (6,729) | 1,063 | (9,019) |
Selling, general and administrative expenses | (92) | (7,879) | (277) | (10,213) |
Restructuring and other related charges | 0 | 0 | ||
Total operating expenses | (92) | (277) | (10,213) | |
Income from operations | 512 | 1,150 | 1,340 | 1,194 |
Other income (expense) | ||||
Interest income (expense), net | 0 | 0 | 0 | 0 |
Loss from debt extinguishment, net | 0 | |||
Other, net | (512) | (1,150) | (1,340) | (1,194) |
Total other expense, net | (512) | (1,150) | (1,340) | (1,194) |
Income before taxes | 0 | 0 | 0 | 0 |
Provision (benefit) for income taxes | 0 | 0 | 0 | 0 |
Income (loss) before equity in net income of subsidiaries | 0 | 0 | 0 | 0 |
Equity in net income (loss) of subsidiaries | (59,210) | (32,143) | (105,012) | (76,574) |
Net income | (59,210) | (32,143) | (105,012) | (76,574) |
Other comprehensive income (loss), net of taxes | (2,268) | (5,335) | (10,710) | 40,540 |
Comprehensive income (loss), net | $ (61,478) | $ (37,478) | $ (115,722) | $ (36,034) |
CONSOLIDATING GUARANTOR AND N73
CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (Details) - Summary of Condensed Consolidating Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Net income | $ 7,596 | $ 10,893 | $ 22,287 | $ 23,486 | |
Net cash provided by (used in) operating activities | 57,555 | 29,586 | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
Acquisition of property, plant and equipment | (17,295) | (15,652) | (63,247) | (55,365) | |
Acquired businesses, net of cash acquired | (4,470) | (2,225) | |||
Intercompany distributions | 0 | ||||
Investment sales | $ 715 | 715 | 8,891 | ||
Proceeds from sale of assets | 914 | 275 | |||
Net cash used in investing activities | (66,088) | (48,424) | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
Proceeds from issuance of common stock | 0 | 371 | |||
Purchase of shares for treasury | (50,771) | (58,218) | |||
Proceeds from long-term debt | 263,249 | 121,523 | |||
Payments of long-term debt | (177,973) | (80,495) | |||
Change in short-term borrowings | (45) | (81) | |||
Financing costs | (4,135) | (592) | |||
Tax effect from exercise/vesting of equity awards, net | 2,291 | 345 | |||
Dividend | (6,686) | (5,807) | |||
Other, net | (86) | 206 | |||
Net cash provided by (used in) financing activities | 25,844 | (22,748) | |||
CASH FLOWS FROM DISCONTINUED OPERATIONS: | |||||
Net cash used in discontinued operations | (1,152) | (830) | |||
Effect of exchange rate changes on cash and equivalents | 456 | (4,034) | |||
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS | 16,615 | (46,450) | |||
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD | 52,001 | 52,001 | 92,405 | ||
CASH AND EQUIVALENTS AT END OF PERIOD | 68,616 | 45,955 | 68,616 | 45,955 | |
Parent Company [Member] | |||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Net income | 7,596 | 10,893 | 22,287 | 23,486 | |
Net cash provided by (used in) operating activities | (15,620) | 4,582 | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
Acquisition of property, plant and equipment | (221) | (203) | |||
Acquired businesses, net of cash acquired | 0 | 0 | |||
Intercompany distributions | 10,000 | ||||
Investment sales | 715 | 8,891 | |||
Proceeds from sale of assets | 0 | 0 | |||
Net cash used in investing activities | 494 | 18,688 | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
Proceeds from issuance of common stock | 371 | ||||
Purchase of shares for treasury | (50,771) | (58,218) | |||
Proceeds from long-term debt | 238,450 | 112,000 | |||
Payments of long-term debt | (143,785) | (73,652) | |||
Change in short-term borrowings | 0 | 0 | |||
Financing costs | (4,028) | (592) | |||
Tax effect from exercise/vesting of equity awards, net | 2,291 | 345 | |||
Dividend | (6,686) | (5,807) | |||
Other, net | (86) | 206 | |||
Net cash provided by (used in) financing activities | 35,385 | (25,347) | |||
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 INCREASE (DECREASE) IN CASH AND EQUIVALENTS | 20,259 | (2,077) | |||
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD | 2,440 | 2,440 | 6,813 | ||
CASH AND EQUIVALENTS AT END OF PERIOD | 22,699 | 4,736 | 22,699 | 4,736 | |
Guarantor Companies [Member] | |||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Net income | 28,742 | 16,038 | 51,631 | 38,959 | |
Net cash provided by (used in) operating activities | 54,730 | 16,063 | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
Acquisition of property, plant and equipment | (51,494) | (40,918) | |||
Acquired businesses, net of cash acquired | (2,726) | (2,225) | |||
Intercompany distributions | (10,000) | ||||
Investment sales | 0 | 0 | |||
Proceeds from sale of assets | 757 | 90 | |||
Net cash used in investing activities | (53,463) | (53,053) | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
Proceeds from issuance of common stock | 0 | ||||
Purchase of shares for treasury | 0 | 0 | |||
Proceeds from long-term debt | 2,336 | 116 | |||
Payments of long-term debt | (1,599) | (1,009) | |||
Change in short-term borrowings | 0 | 0 | |||
Financing costs | 0 | 0 | |||
Tax effect from exercise/vesting of equity awards, net | 0 | 0 | |||
Dividend | 0 | 0 | |||
Other, net | (3,984) | 19,254 | |||
Net cash provided by (used in) financing activities | (3,247) | 18,361 | |||
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 INCREASE (DECREASE) IN CASH AND EQUIVALENTS | (1,980) | (18,629) | |||
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD | 10,671 | 10,671 | 31,522 | ||
CASH AND EQUIVALENTS AT END OF PERIOD | 8,691 | 12,893 | 8,691 | 12,893 | |
Non-Guarantor Companies [Member] | |||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Net income | 30,468 | 16,105 | 53,381 | 37,615 | |
Net cash provided by (used in) operating activities | 18,445 | 8,941 | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
Acquisition of property, plant and equipment | (11,532) | (14,244) | |||
Acquired businesses, net of cash acquired | (1,744) | 0 | |||
Intercompany distributions | 0 | ||||
Investment sales | 0 | ||||
Proceeds from sale of assets | 157 | 185 | |||
Net cash used in investing activities | (13,119) | (14,059) | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
Proceeds from issuance of common stock | 0 | ||||
Purchase of shares for treasury | 0 | 0 | |||
Proceeds from long-term debt | 22,463 | 9,407 | |||
Payments of long-term debt | (32,589) | (5,834) | |||
Change in short-term borrowings | (45) | (81) | |||
Financing costs | (107) | 0 | |||
Tax effect from exercise/vesting of equity awards, net | 0 | 0 | |||
Dividend | 0 | 0 | |||
Other, net | 3,984 | (19,254) | |||
Net cash provided by (used in) financing activities | (6,294) | (15,762) | |||
CASH FLOWS FROM DISCONTINUED OPERATIONS: | |||||
Net cash used in discontinued operations | (1,152) | (830) | |||
Effect of exchange rate changes on cash and equivalents | 456 | (4,034) | |||
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS | (1,664) | (25,744) | |||
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD | 38,890 | 38,890 | 54,070 | ||
CASH AND EQUIVALENTS AT END OF PERIOD | 37,226 | 28,326 | 37,226 | 28,326 | |
Elimination [Member] | |||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Net income | (59,210) | (32,143) | (105,012) | (76,574) | |
Net cash provided by (used in) operating activities | 0 | 0 | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
Acquisition of property, plant and equipment | 0 | 0 | |||
Acquired businesses, net of cash acquired | 0 | 0 | |||
Intercompany distributions | 0 | ||||
Investment sales | 0 | 0 | |||
Proceeds from sale of assets | 0 | 0 | |||
Net cash used in investing activities | 0 | 0 | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
Proceeds from issuance of common stock | 0 | ||||
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 | 0 | |||
Tax effect from exercise/vesting of equity awards, net | 0 | 0 | |||
Dividend | 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 INCREASE (DECREASE) IN CASH AND EQUIVALENTS | 0 | 0 | |||
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD | $ 0 | 0 | 0 | ||
CASH AND EQUIVALENTS AT END OF PERIOD | $ 0 | $ 0 | $ 0 | $ 0 |