Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Jun. 30, 2018 | Jul. 31, 2018 | |
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 | 45,615,377 | |
Amendment Flag | false | |
Entity Central Index Key | 50,725 | |
Entity Filer Category | Large Accelerated Filer | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus (Q1,Q2,Q3,FY) | Q3 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2018 | Sep. 30, 2017 |
CURRENT ASSETS | ||
Cash and equivalents | $ 63,766 | $ 47,681 |
Accounts receivable, net of allowances of $6,183 and $5,966 | 311,129 | 208,229 |
Contract costs and recognized income not yet billed, net of progress payments of $4,808 and $4,407 | 110,138 | 131,662 |
Inventories, net | 395,813 | 299,437 |
Prepaid and other current assets | 56,955 | 40,067 |
Assets of discontinued operations held for sale | 0 | 370,724 |
Assets of discontinued operations not held for sale | 326 | 329 |
Total Current Assets | 938,127 | 1,098,129 |
PROPERTY, PLANT AND EQUIPMENT, net | 325,078 | 232,135 |
GOODWILL | 502,055 | 319,139 |
INTANGIBLE ASSETS, net | 316,956 | 205,127 |
OTHER ASSETS | 16,505 | 16,051 |
ASSETS OF DISCONTINUED OPERATIONS NOT HELD FOR SALE | 2,930 | 2,960 |
Total Assets | 2,101,651 | 1,873,541 |
CURRENT LIABILITIES | ||
Notes payable and current portion of long-term debt | 10,739 | 11,078 |
Accounts payable | 228,394 | 183,951 |
Accrued liabilities | 150,602 | 83,258 |
Liabilities of discontinued operations held for sale | 0 | 84,450 |
Liabilities of discontinued operations not held for sale | 25,795 | 8,342 |
Total Current Liabilities | 415,530 | 371,079 |
LONG-TERM DEBT, net | 1,124,981 | 968,080 |
OTHER LIABILITIES | 90,127 | 132,537 |
LIABILITIES OF DISCONTINUED OPERATIONS NOT HELD FOR SALE | 4,926 | 3,037 |
Total Liabilities | 1,635,564 | 1,474,733 |
COMMITMENTS AND CONTINGENCIES - See Note 18 | ||
SHAREHOLDERS’ EQUITY | ||
Total Shareholders’ Equity | 466,087 | 398,808 |
Total Liabilities and Shareholders’ Equity | $ 2,101,651 | $ 1,873,541 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 2018 | Sep. 30, 2017 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, net allowances | $ 6,183 | $ 5,966 |
Contract costs, net of progress payments | $ 4,808 | $ 4,407 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY - 9 months ended Jun. 30, 2018 - USD ($) shares in Thousands, $ in Thousands | Total | COMMON STOCK [Member] | CAPITAL INEXCESS OF PAR VALUE [Member] | RETAINED EARNINGS [Member] | TREASURY SHARES [Member] | ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) [Member] | DEFERRED COMPENSATION [Member] |
Balance at Sep. 30, 2017 | $ 398,808 | $ 20,166 | $ 487,077 | $ 480,347 | $ (489,225) | $ (60,481) | $ (39,076) |
Balance (in Shares) at Sep. 30, 2017 | 80,663 | 33,557 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 127,096 | 127,096 | |||||
Dividend | (52,521) | (52,521) | |||||
Shares withheld on employee taxes on vested equity awards | 0 | ||||||
Shares withheld on employee taxes on vested equity awards | 199 | ||||||
Shares withheld on employee taxes on vested equity awards | (4,478) | $ (4,478) | |||||
Amortization of deferred compensation | 6,088 | 6,088 | |||||
Common stock acquired (in shares) | 2,089 | ||||||
Common stock acquired | (41,110) | $ (41,110) | |||||
Equity awards granted, net (in shares) | 797 | ||||||
Equity awards granted, net | 0 | $ 199 | (199) | ||||
ESOP allocation of common stock | 3,906 | 3,906 | |||||
Stock-based compensation | 7,372 | 7,372 | |||||
Other comprehensive income, net of tax | 19,954 | 19,954 | |||||
Balance at Jun. 30, 2018 | $ 466,087 | $ 20,365 | $ 499,128 | $ 554,922 | $ (534,813) | $ (40,527) | $ (32,988) |
Balance (in Shares) at Jun. 30, 2018 | 81,460 | 35,845 |
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, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Statement [Abstract] | ||||
Revenue | $ 516,550 | $ 358,114 | $ 1,432,413 | $ 1,094,198 |
Cost of goods and services | 377,758 | 260,130 | 1,051,304 | 800,601 |
Gross profit | 138,792 | 97,984 | 381,109 | 293,597 |
Selling, general and administrative expenses | 114,294 | 80,555 | 323,776 | 241,372 |
Income from operations | 24,498 | 17,429 | 57,333 | 52,225 |
Other income (expense) | ||||
Interest expense | (16,328) | (12,679) | (49,973) | (38,694) |
Interest income | 532 | 17 | 1,491 | 38 |
Other, net | 300 | (220) | 1,266 | (422) |
Total other expense, net | (15,496) | (12,882) | (47,216) | (39,078) |
Income before taxes from continuing operations | 9,002 | 4,547 | 10,117 | 13,147 |
Provision (benefit) from income taxes | 1,560 | 95 | (22,107) | (299) |
Income from continuing operations | 7,442 | 4,452 | 32,224 | 13,446 |
Discontinued operations: | ||||
Income (loss) from operations of discontinued operations (including a gain on sale of $117,625 in 2018) | (200) | 7,024 | 124,642 | 21,639 |
Provision for income taxes (including tax on gain on sale of $31,268 in 2018) | 1,415 | 1,922 | 29,770 | 8,222 |
Income (loss) from discontinued operations (including a gain on sale, net of tax of $86,357 in 2018) | (1,615) | 5,102 | 94,872 | 13,417 |
Net income | $ 5,827 | $ 9,554 | $ 127,096 | $ 26,863 |
Income from continuing operations (in dollars per share) | $ 0.18 | $ 0.11 | $ 0.78 | $ 0.33 |
Income from discontinued operations (in dollars per share) | (0.04) | 0.12 | 2.30 | 0.33 |
Basic earnings per common share (in Dollars per share) | $ 0.14 | $ 0.23 | $ 3.08 | $ 0.66 |
Weighted-average shares outstanding (in shares) | 40,295 | 41,683 | 41,232 | 40,765 |
Income from continuing operations (in dollars per share) | $ 0.18 | $ 0.10 | $ 0.76 | $ 0.31 |
Income from discontinued operations (in dollars per share) | (0.04) | 0.12 | 2.23 | 0.31 |
Diluted earnings per common share (in dollars per share) | $ 0.14 | $ 0.22 | $ 2.98 | $ 0.63 |
Weighted-average shares outstanding (in shares) | 41,742 | 43,255 | 42,620 | 42,934 |
Dividends paid per common share (in Dollars per share) | $ 1.07 | $ 0.06 | $ 1.21 | $ 0.18 |
Dividends paid per common share | $ 5,827 | $ 9,554 | $ 127,096 | $ 26,863 |
Other comprehensive income (loss), net of taxes: | ||||
Foreign currency translation adjustments | (9,136) | 6,414 | 9,289 | 1,344 |
Pension and other post retirement plans | 247 | 544 | 10,053 | 1,632 |
Change in cash flow hedges | 84 | 198 | 612 | 801 |
Total other comprehensive income (loss), net of taxes | (8,805) | 7,156 | 19,954 | 3,777 |
Comprehensive income (loss), net | $ (2,978) | $ 16,710 | $ 147,050 | $ 30,640 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Parenthetical) $ in Thousands | 9 Months Ended |
Jun. 30, 2018USD ($) | |
Income Statement [Abstract] | |
Gain on sale | $ 117,625 |
Tax on gain on sale | 31,268 |
Gain on sale, net of tax | $ 86,357 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 127,096 | $ 26,863 |
Net (income) from discontinued operations | (94,872) | (13,417) |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 40,318 | 36,356 |
Stock-based compensation | 7,372 | 7,200 |
Provision (recovery) for losses on accounts receivable | 49 | (70) |
Amortization of debt discounts and issuance costs | 3,981 | 3,705 |
Deferred income taxes | (24,612) | 1,675 |
(Gain) loss on sale of assets and investments | 136 | (98) |
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 | (16,290) | 7,555 |
Increase in inventories | (49,474) | (29,400) |
Decrease in prepaid and other assets | 5,777 | 543 |
Decrease in accounts payable, accrued liabilities and income taxes payable | (4,088) | (18,215) |
Other changes, net | 7,398 | 2,705 |
Net cash provided by operating activities - continuing operations | 2,791 | 25,402 |
CASH FLOWS FROM INVESTING ACTIVITIES - CONTINUING OPERATIONS: | ||
Acquisition of property, plant and equipment | (33,148) | (22,575) |
Acquired businesses, net of cash acquired | (429,545) | (6,051) |
Proceeds from sale of business | 473,977 | 0 |
Proceeds from sale of assets | 482 | 146 |
Net cash provided by (used in) investing activities - continuing operations | 11,766 | (28,480) |
CASH FLOWS FROM FINANCING ACTIVITIES - CONTINUING OPERATIONS: | ||
Dividends paid | (46,816) | (7,766) |
Purchase of shares for treasury | (45,588) | (15,796) |
Proceeds from long-term debt | 419,645 | 211,097 |
Payments of long-term debt | (262,031) | (147,729) |
Share premium payment on settled debt | 0 | (24,997) |
Financing costs | (7,671) | (363) |
Purchase of ESOP shares | 0 | (10,908) |
Other, net | 139 | (112) |
Net cash provided by financing activities - continuing operations | 57,678 | 3,426 |
CASH FLOWS FROM DISCONTINUED OPERATIONS: | ||
Net cash provided by (used in) operating activities | (28,970) | 38,867 |
Net cash used in investing activities | (10,762) | (36,559) |
Net cash used in financing activities | (22,541) | (5,689) |
Net cash used in discontinued operations | (62,273) | (3,381) |
Effect of exchange rate changes on cash and equivalents | 6,123 | (72) |
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS | 16,085 | (3,105) |
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD | 47,681 | 72,553 |
CASH AND EQUIVALENTS AT END OF PERIOD | $ 63,766 | $ 69,448 |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 9 Months Ended |
Jun. 30, 2018 | |
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. Headquartered in New York, N.Y., the Company was founded in 1959 and is incorporated in Delaware. Griffon is listed on the New York Stock Exchange and trades under the symbol GFF. On June 4, 2018, Clopay Building Products Company, Inc. ("CBP") acquired CornellCookson, Inc. ("CornellCookson"), a leading US manufacturer and marketer of rolling steel door and grille products designed for commercial, industrial, institutional and retail use, for $180,000 , subject to certain post-closing adjustments and excluding the present value of net tax benefits under current tax law resulting from the transaction. The accounts, affected for preliminary adjustments to reflect fair market values assigned to assets purchased and liabilities assumed, and results of operations of CornellCookson, are included in the Company’s consolidated financial statements from the date of acquisition of June 4, 2018. See Note 3, Acquisitions. On November 16, 2017, Griffon announced it entered into a definitive agreement to sell Clopay Plastic Products Company, Inc. ("PPC") and on February 6, 2018, completed the sale to Berry Global, Inc. (NYSE:BERY) ("Berry") for $475,000 in cash, subject to certain post-closing adjustments. As a result, Griffon classified the results of operations of the PPC business as discontinued operations in the Consolidated Statements of Operations for all periods presented and classified the related assets and liabilities associated with the discontinued operations in the consolidated balance sheets. All results and information presented exclude PPC unless otherwise noted. See Note 14, Discontinued Operations. On October 2, 2017, Griffon acquired ClosetMaid LLC ("ClosetMaid") for approximately $185,700, subject to certain post-closing adjustments and excluding the present value of net tax benefits under current tax law resulting from the transaction. ClosetMaid, founded in 1965, is a leading North American manufacturer and marketer of closet organization, home storage, and garage storage products, and sells to some of the largest home center retail chains, mass merchandisers, and direct-to-builder professional installers in North America. The accounts, affected for preliminary adjustments to reflect fair market values assigned to assets purchased and liabilities assumed, and results of operations of ClosetMaid are included in the Company’s consolidated financial statements from the date of acquisition of October 2, 2017. See Note 3, Acquisitions. Griffon currently conducts its operations through two reportable segments: • Home & Building Products (“HBP”) segment consists of three companies, The AMES Companies, Inc. (“AMES”), ClosetMaid and CBP: - AMES, founded in 1774, is the leading U.S. manufacturer and a global provider of long-handled tools and landscaping products for homeowners and professionals. - ClosetMaid, founded in 1965, is a leading North American manufacturer and marketer of closet organization, home storage, and garage storage products, and sells to some of the largest home center retail chains, mass merchandisers, and direct-to-builder professional installers. - CBP, since 1964, is a leading manufacturer and marketer of residential and commercial garage doors and sells to professional dealers and some of the largest home center retail chains in North America and, under the CornellCookson brand, is a leading U.S. manufacturer and marketer of rolling steel door and grille products designed for commercial, industrial, institutional, and retail use. • Defense Electronics segment consists of Telephonics Corporation ("Telephonics"), founded in 1933, a globally recognized leading provider of highly sophisticated intelligence, surveillance and communications solutions for defense, aerospace and commercial customers. 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 (“US GAAP”) for interim financial information and 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 US GAAP for complete financial statements. As such, they should be read together with Griffon’s Annual Report on Form 10-K for the year ended September 30, 2017 , 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, 2017 was derived from the audited financial statements included in Griffon’s Annual Report on Form 10-K for the year ended September 30, 2017 . The condensed 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 US 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 fixed and intangible 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, 2018 | |
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 approximated $972,500 on June 30, 2018 . Fair values were based upon quoted market prices (level 1 inputs). On January 17, 2017, Griffon's 4% convertible subordinated notes settled for a total of $173,855 . The total settlement value for the convertible notes was based on the sum of the daily Volume Weighted Average Price multiplied by the conversion rate over a 40-day observation period (level 1 inputs). The settlement value was split between $125,000 in cash and 1,954,993 shares, of common stock issued from treasury. Insurance contracts with values of $2,948 at June 30, 2018 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, 2018 , trading securities, measured at fair value based on quoted prices in active markets for similar assets (level 2 inputs), with a fair value of $3,469 ( $3,086 cost basis), were included in Prepaid and other current assets on the Consolidated Balance Sheets. Realized and unrealized gains and losses on trading 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. As of June 30, 2018 , 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, 2018 , Griffon had $8,500 of Australian dollar contracts at a weighted average rate of $1.36 which qualified for hedge accounting (level 2 inputs). These hedges were all deemed effective as cash flow hedges with gains and losses related to changes in fair value deferred and recorded in Accumulated other comprehensive income (loss) ("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 gains of $864 ( $612 , net of tax) at June 30, 2018 and gains of $207 and $ 174 was recorded in COGS during the quarter and nine months ended June 30, 2018 , respectively, for all settled contracts. All contracts expire in 30 to 88 days. At June 30, 2018 , Griffon had $1,651 of Canadian dollar contracts at a weighted average rate of $1.31 . The contracts, which protect Canadian operations from currency fluctuations for US dollar based purchases, do not qualify for hedge accounting. For the quarter and nine months ended June 30, 2018 , fair value losses and gains of $11 and $81 , respectively, was recorded to Other liabilities and to Other income for the outstanding contracts, based on similar contract values (level 2 inputs). Realized losses and gains of $31 and $11 , respectively, were recorded in Other income during the quarter and nine months ended June 30, 2018 , respectively, for all settled contracts. All contracts expire in 30 to 88 days. |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS Griffon accounts for acquisitions under the acquisition method, in which assets acquired and liabilities assumed are recorded at fair value as of the date of acquisition using a method substantially similar to the goodwill impairment test methodology (level 3 inputs). The operating results of the acquired companies are included in Griffon’s consolidated financial statements from the date of acquisition; in each instance, Griffon is in the process of finalizing the initial purchase price allocation. On June 4, 2018, CBP completed the acquisition of CornellCookson, a leading US manufacturer and marketer of rolling steel door and grille products designed for commercial, industrial, institutional and retail use, for $180,000 , subject to certain post-closing adjustments and excluding the present value of net tax benefits under current tax law resulting from the transaction. The acquisition of CornellCookson substantially expanded CBP’s non-residential product offerings, and added an established professional dealer network focused on rolling steel door and grille products for commercial, industrial, institutional and retail use. There is no other contingent consideration arrangement relative to the acquisition of CornellCookson. CornellCookson’s accounts, affected for preliminary adjustments to reflect fair market values assigned to assets purchased and liabilities assumed, and results of operations are included in the Company’s consolidated financial statements from the date of acquisition. The Company has recorded a preliminary allocation of the purchase price to the Company’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair market values (level 3 inputs) at the acquisition date. The excess of the purchase price over the fair value of the net tangible and intangible assets was recorded as goodwill and is deductible for tax purposes. Goodwill recognized at the acquisition date represents the other intangible benefits that the Company will derive from the ownership of CornellCookson, however, such intangible benefits do not meet the criteria for recognition of separately identifiable intangible assets. The calculation of the preliminary purchase price allocation, which is pending finalization of tax-related items and completion of the related final valuation, is as follows: Accounts receivable (1) $ 30,400 Inventories 12,586 Property, plant and equipment 35,226 Goodwill (2) 81,634 Intangible assets (2) 36,000 Other current and non-current assets 2,541 Total assets acquired 198,387 Accounts payable and accrued liabilities 12,000 Long-term liabilities 680 Total liabilities assumed 12,680 Total $ 185,707 (1) Includes $30,818 of gross accounts receivable of which $418 was not expected to be collected. The fair value of accounts receivable approximated book value acquired. (2) As of June 30, 2018, the Company did not recognize an estimate of identifiable indefinite lived intangible assets apart from goodwill but preliminarily allocated $36,000 to identifiable definite lived intangible assets and recognized amortization expense consistent with an estimated ten year life from the date of acquisition through June 30, 2018. The company expects to finalize the valuation of the acquired identifiable indefinite and definite lived intangible assets during the fourth quarter. On February 13, 2018, AMES acquired Kelkay Limited ("Kelkay"), a leading United Kingdom manufacturer and distributor of decorative outdoor landscaping products sold to garden centers, retailers and grocers in the UK and Ireland for $56,118 (GBP $40,452 ), subject to contingent consideration of up to GBP 7,000 . This acquisition broadened AMES' product offerings in the market and increased its in-country operational footprint. The purchase price was primarily allocated to fixed assets and land of GBP 8,241 , tradenames of GBP 6,739 and accounts receivable and inventory of GBP 8,894 . On November 6, 2017, AMES acquired Harper Brush Works ("Harper"), a division of Horizon Global, for $4,383 , inclusive of post-closing adjustments. Harper is a leading U.S. manufacturer of cleaning products for professional, home, and industrial use. The acquisition expanded AMES’ long-handled tool offering in North America to include brooms, brushes, and other cleaning tools and accessories. The purchase price was primarily allocated to intangible assets of $2,300 . On October 2, 2017, Griffon Corporation completed the acquisition of ClosetMaid, a market leader of home storage and organization products, for approximately $185,700 , subject to certain post-closing adjustments and excluding the present value of net tax benefits under current tax law resulting from the transaction. The acquisition of ClosetMaid expanded Griffon’s Home and Building Products segment into the highly complementary home storage and organization category with a leading brand and product portfolio. ClosetMaid's accounts, affected for preliminary adjustments to reflect fair market values assigned to assets purchased and liabilities assumed, and results of operations, are included in the Company’s consolidated financial statements from the date of acquisition. The Company has recorded a preliminary allocation of the purchase price to the Company’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair market values (level 3 inputs) at the acquisition date. The excess of the purchase price over the fair value of the net tangible and intangible assets was recorded as goodwill and is deductible for tax purposes. Goodwill recognized at the acquisition date represents the other intangible benefits that the Company will derive from the ownership of ClosetMaid, however, such intangible benefits do not meet the criteria for recognition of separately identifiable intangible assets. The following unaudited proforma summary from continuing operations presents consolidated information as if the Company acquired ClosetMaid on October 1, 2016: Proforma For the three months ended June 30, 2017 (unaudited) Proforma Revenue $ 433,625 $ 1,322,110 Income from continuing operations 3,630 13,268 Griffon did not include any material, nonrecurring proforma adjustments directly attributable to the business combination in the proforma revenue and earnings. These proforma amounts have been compiled by adding the historical results from continuing operations of Griffon, restated for classifying the results of operations of the PPC business as a discontinued operation, to the historical results of ClosetMaid after applying Griffon’s accounting policies and the following proforma adjustments: • Additional depreciation and amortization that would have been charged assuming the preliminary fair value adjustments to property, plant, and equipment, and intangible assets had been applied from October 1, 2016. • Elimination of intercompany interest income recorded on ClosetMaid’s financial statements earned on an intercompany receivable due from ClosetMaid’s former parent. • Additional interest and related expenses from the add-on offering of $275,000 for the aggregate principal amount of 5.25% senior notes due 2022 that Griffon used to acquire ClosetMaid. • Removal of $700 of restructuring costs from ClosetMaid's historical results for the nine months ended June 30, 2017. • The consequential tax effects of the above adjustments using a 57.5% and 47.0% tax rate for the quarter and nine months ended June 30, 2017, respectively. The calculation of the preliminary purchase price allocation, which is pending finalization of tax-related items and completion of the related final valuation, is as follows: Accounts receivable (1) $ 32,234 Inventories (2) 28,411 Property, plant and equipment 48,072 Goodwill 69,551 Intangible assets 74,580 Other current and non-current assets 3,852 Total assets acquired 256,700 Accounts payable and accrued liabilities 68,251 Long-term liabilities 2,720 Total liabilities assumed 70,971 Total $ 185,729 (1) Includes $32,956 of gross accounts receivable of which $722 was not expected to be collected. The fair value of accounts receivable approximated book value acquired. (2) Includes $1,500 in inventory basis step-up, which was charged to cost of goods sold over the inventory turns of the acquired entity. The amounts assigned to goodwill and major intangible asset classifications, all of which are tax deductible, for the ClosetMaid acquisition are as follows: Average Goodwill $ 69,551 N/A Indefinite-lived intangibles 47,740 N/A Definite-lived intangibles 26,840 21 Total goodwill and intangible assets $ 144,131 On May 10, 2017, Griffon entered into an engagement letter with Goldman Sachs & Co. LLC (“Goldman Sachs”) pursuant to which Goldman Sachs agreed to act as Griffon’s financial advisor in connection with the acquisition of ClosetMaid. Griffon subsequently paid a customary financial advisory fee to Goldman Sachs under the terms of this engagement letter following consummation of the acquisition. On September 29, 2017, AMES Australia completed the acquisition of Tuscan Landscape Group Pty, Ltd. ("Tuscan Path") for approximately $18,000 (AUD 22,250 ). Tuscan Path is a leading Australian provider of pots, planters, pavers, decorative stone, and garden decor products, which broadened AMES' outdoor living and lawn and garden business, and strengthened AMES' industry leading position in Australia. The purchase price was primarily allocated to intangible assets of AUD 3,900 and inventory and accounts receivable of AUD 7,900 . On July 31, 2017, The AMES Companies, Inc. acquired La Hacienda Limited ("La Hacienda"), a leading United Kingdom outdoor living brand of unique heating and garden decor products, for approximately $10,610 (GBP 8,575 ), subject to contingent earn out payments of up to $790 (GBP 600 ). The acquisition of La Hacienda broadened AMES' global outdoor living and lawn and garden business and supported AMES' UK expansion strategy with an in-country presence. The purchase price allocation was primarily allocated to intangible assets of approximately GBP 3,100 and inventory and accounts receivable of GBP 4,200 . On December 30, 2016, AMES Australia acquired Hills Home Living ("Hills") for approximately $6,051 (AUD 8,400 ). The purchase price has been allocated to acquired assets and assumed liabilities and primarily consists of inventory, tooling and identifiable intangible assets, including trademarks, intellectual property and customer relationships. Hills, founded in 1946, is a market leader in the supply of clothesline, laundry and garden products. The Hills acquisition adds to AMES' existing broad category of products and enhances our lawn and garden product offerings in Australia. The purchase price was primarily allocated to intangible assets of approximately AUD 6,400 with the remainder primarily inventory. On February 14, 2016, AMES Australia acquired substantially all of the Intellectual Property (IP) assets of Australia-based Nylex Plastics Pty Ltd. ("Nylex")for approximately $1,744 (AUD 2,452 ). 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 following 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. |
INVENTORIES
INVENTORIES | 9 Months Ended |
Jun. 30, 2018 | |
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, 2018 At September 30, 2017 Raw materials and supplies $ 91,400 $ 67,990 Work in process 88,261 78,846 Finished goods 216,152 152,601 Total $ 395,813 $ 299,437 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 9 Months Ended |
Jun. 30, 2018 | |
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, 2018 At September 30, 2017 Land, building and building improvements $ 129,905 $ 71,764 Machinery and equipment 550,714 462,173 Leasehold improvements 49,041 43,040 729,660 576,977 Accumulated depreciation and amortization (404,582 ) (344,842 ) Total $ 325,078 $ 232,135 Depreciation and amortization expense for property, plant and equipment was $11,738 and $10,528 for the quarters ended June 30, 2018 and 2017 , respectively, and $33,970 and $31,379 for the nine months ended June 30, 2018 and 2017, respectively. Depreciation included in SG&A expenses was $4,171 and $3,332 for the quarters ended June 30, 2018 and 2017, respectively, and $11,747 and $9,622 for the nine months ended June 30, 2018 and 2017, respectively. Remaining components of depreciation, attributable to manufacturing operations, are included in Cost of goods and services. No event or indicator of impairment occurred during the three and nine months ended June 30, 2018 which would require additional impairment testing of property, plant and equipment. |
GOODWILL AND OTHER INTANGIBLES
GOODWILL AND OTHER INTANGIBLES | 9 Months Ended |
Jun. 30, 2018 | |
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, 2018 : At September 30, 2017 Goodwill from acquisitions Other At June 30, 2018 Home & Building Products $ 300,594 $ 185,405 $ (2,489 ) $ 483,510 Telephonics 18,545 — — 18,545 Total $ 319,139 $ 185,405 $ (2,489 ) $ 502,055 The following table provides the gross carrying value and accumulated amortization for each major class of intangible assets: At June 30, 2018 At September 30, 2017 Gross Carrying Amount Accumulated Amortization Average Life (Years) Gross Carrying Amount Accumulated Amortization Customer relationships $ 200,835 $ 47,583 25 $ 152,025 $ 43,421 Technology and patents 17,210 5,866 12.5 6,193 4,719 Total amortizable intangible assets 218,045 53,449 158,218 48,140 Trademarks 152,360 — 95,049 — Total intangible assets $ 370,405 $ 53,449 $ 253,267 $ 48,140 Amortization expense for intangible assets was $2,309 and $1,694 for the quarters ended June 30, 2018 and 2017, respectively, and $6,348 and $4,977 for the nine months ended June 30, 2018 and 2017, respectively. No event or indicator of impairment occurred during the three and nine months ended June 30, 2018 which would require impairment testing of long-lived intangible assets including goodwill. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES On December 22, 2017, the "Tax Cuts and Jobs Act" ("TCJA") was signed into law, significantly impacting several sections of the Internal Revenue Code. ASC 740, Accounting for Income Taxes , requires companies to recognize the effect of tax law changes in the period of enactment even though the effective date for most provisions is for tax years beginning after December 31, 2017, or in the case of certain other provisions, January 1, 2018. Though certain key aspects of the TCJA are effective January 1, 2018 and have an immediate accounting effect, other significant provisions are not effective or may not result in accounting effects for September 30 fiscal year companies until October 1, 2018. Given the significance of the TCJA, the SEC staff issued Staff Accounting Bulletin No. 118 (SAB 118), which allows registrants to record provisional amounts during a one year “measurement period”. During the measurement period, impacts of the law are expected to be recorded at the time a reasonable estimate for all or a portion of the effects can be made, and provisional amounts can be recognized and adjusted as information becomes available, prepared or analyzed. Among the significant changes to the U.S. Internal Revenue Code, the TCJA lowers the U.S. federal corporate income tax rate (“Federal Tax Rate”) from 35% to 21% effective January 1, 2018. The Company will compute its income tax expense for the September 30, 2018 fiscal year using a blended Federal Tax Rate of 24.5% . The 21% Federal Tax Rate will apply to fiscal years ending September 30, 2019 and each year thereafter. The Company has recorded provisional amounts for the effects of the TCJA where accounting is not complete, but a reasonable estimate has been determined. The company recorded a $23,941 benefit on the revaluation of deferred tax liabilities as a provisional amount for the re-measurement of deferred tax assets and liabilities, as well as an amount for deductible executive compensation expense, both of which have been reflected in the tax benefit for the nine months ended June 30, 2018. A reasonable estimate cannot yet be made and therefore taxes are reflected based on the law in effect prior to the enactment of the Tax Cuts and Jobs Act for the impact of the one-time mandatory repatriation transition tax on the net accumulated earnings and profits of a U.S. taxpayer’s foreign subsidiaries, bonus depreciation expensing for qualified property placed in service after September 27, 2017 and the impact on state income taxes. The provisional amounts incorporate assumptions made based upon the Company’s current interpretation of the TCJA and may change as the Company receives additional clarification and implementation guidance. In accordance with SAB 118 adjustments recorded to the provisional amounts will be reflected within the measurement period through the quarter ended December 31, 2018 and will be included in income from continuing operations and net income as an adjustment to tax expense. During the quarter ended June 30, 2018, the Company recognized a tax provision of $1,560 on income before taxes from continuing operations of $9,002 , compared to a tax provision of $95 on Income before taxes from continuing operations of $4,547 , in the comparable prior year quarter. The current quarter results included acquisition costs of $3,598 ( $2,320 , net of tax), special dividend ESOP charges of $3,220 ( $2,125 , net of tax), secondary equity offering costs of $1,205 ( $795 , net of tax) and discrete and certain other tax benefits, net, of $1,430 . The prior year quarter included discrete and certain other tax benefits, net, of $2,522 . Excluding these items that affect comparability, the effective tax rates for the quarters ended June 30, 2018 and 2017 were 33.9% and 57.5% , respectively. During the nine months ended June 30, 2018, the Company recognized a tax benefit of $22,107 on income before taxes from continuing operations of $10,117 , compared to a tax benefit of $299 on Income before taxes from continuing operations of $13,147 in the comparable prior year period. The nine month period ended June 30, 2018 included net tax benefits of $24,080 primarily from the December 22, 2017 tax reform bill related to revaluation of deferred tax liabilities, $7,597 ( $5,046 net of tax) of acquisition costs, $3,220 ( $2,125 net of tax) special dividend ESOP charges, $1,205 ( $795 , net of tax) secondary equity offering costs and $2,614 ( $248 , net of tax) charges related to cost of life insurance benefits. The nine month period ended June 30, 2017 included discrete benefits of $6,478 primarily from the adoption of Financial Accounting Standards Board guidance which requires the Company to recognize excess tax benefits from the vesting of equity awards within income tax expense. Excluding these items that affect comparability, the effective tax rates for the nine months ended June 30, 2018 and 2017 were 33.9% and 47.0% , respectively. |
LONG-TERM DEBT
LONG-TERM DEBT | 9 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT At June 30, 2018 At September 30, 2017 Outstanding Balance Original Issuer Premium 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) $ 1,000,000 $ 1,308 $ (13,932 ) $ 987,376 5.25 % 725,000 $ (1,177 ) $ (9,220 ) $ 714,603 5.25 % Revolver due 2021 (b) 69,912 — (1,556 ) 68,356 Variable 144,216 — (1,951 ) 142,265 Variable Real estate mortgages (d) — — — — Variable 23,642 — (320 ) 23,322 Variable ESOP Loans (e) 35,263 — (217 ) 35,046 Variable 42,675 — (310 ) 42,365 Variable Capital lease - real estate (f) 8,248 — (86 ) 8,162 5.00 % 5,312 — (105 ) 5,207 5.00 % Non US lines of credit (g) — — (19 ) (19 ) Variable 9,402 — (31 ) 9,371 Variable Non US term loans (g) 30,953 — (69 ) 30,884 Variable 35,943 — (108 ) 35,835 Variable Other long term debt (h) 5,935 — (20 ) 5,915 Variable 6,211 — (21 ) 6,190 Variable Totals 1,150,311 1,308 (15,899 ) 1,135,720 992,401 (1,177 ) (12,066 ) 979,158 less: Current portion (10,739 ) — — (10,739 ) (11,078 ) — — (11,078 ) Long-term debt $ 1,139,572 $ 1,308 $ (15,899 ) $ 1,124,981 $ 981,323 $ (1,177 ) $ (12,066 ) $ 968,080 (1) n/a = not applicable Three Months Ended June 30, 2018 Three Months Ended June 30, 2017 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) 5.7 % 13,125 67 957 14,149 5.5 % 9,516 67 462 10,045 Revolver due 2021 (b) Variable 1,239 — 141 1,380 Variable 1,629 — 140 1,769 Real estate mortgages (d) n/a — — — — 2.4 % 142 — 46 188 ESOP Loans (e) 5.5 % 472 — 31 503 3.3 % 414 — 29 443 Capital lease - real estate (f) 5.6 % 42 — 6 48 5.4 % 72 — 7 79 Non US lines of credit (g) Variable 22 — 4 26 Variable 45 — 75 120 Non US term loans (g) Variable 338 — 18 356 Variable 102 — 68 170 Other long term debt (h) Variable 33 — 1 34 Variable 64 — 1 65 Capitalized interest (168 ) — — (168 ) (200 ) — — (200 ) Totals $ 15,103 $ 67 $ 1,158 $ 16,328 $ 11,784 $ 67 $ 828 $ 12,679 Nine Months Ended June 30, 2018 Nine Months Ended June 30, 2017 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) 5.7 % 39,375 202 2,839 42,416 5.6 % 28,547 202 1,396 30,145 Revolver due 2021 (b) Variable 3,517 — 422 3,939 Variable 3,280 — 422 3,702 Convert. debt due 2017 (c) n/a — — — — 8.9 % 1,167 1,248 148 2,563 Real estate mortgages (d) n/a 351 — 320 671 2.4 % 420 — 56 476 ESOP Loans (e) 4.7 % 1,327 — 93 1,420 4.1 % 1,147 — 94 1,241 Capital lease - real estate (f) 5.5 % 533 — 19 552 5.4 % 227 — 19 246 Non US lines of credit (g) Variable 33 — 11 44 Variable 70 — 85 155 Non US term loans (g) Variable 1,002 — 69 1,071 Variable 560 — 97 657 Other long term debt (h) Variable 262 — 4 266 Variable 186 — 7 193 Capitalized interest (406 ) — — (406 ) (684 ) — — (684 ) Totals $ 45,994 $ 202 $ 3,777 $ 49,973 $ 34,920 $ 1,450 $ 2,324 $ 38,694 (1) n/a = not applicable $600,000 5.25% senior notes due 2022, at par, completed on February 27, 2014 (collectively the “Senior Notes”). As of June 30, 2018 , outstanding Senior Notes due totaled $1,000,000 ; interest is payable semi-annually on March 1 and September 1. The net proceeds of the $275,000 add-on offering were used to acquire ClosetMaid with the remaining proceeds used to pay down outstanding loan borrowings under Griffon's revolving credit facility (the "Credit Agreement"). The net proceeds of the previously issued $125,000 add-on offering were used to pay down outstanding revolving loan borrowings under the Credit Agreement. The Senior Notes are senior unsecured obligations of Griffon guaranteed by certain domestic subsidiaries, and subject to certain covenants, limitations and restrictions. On February 5, 2018 and June 18, 2014, Griffon exchanged all of the $275,000 , $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 $972,500 on June 30, 2018 based upon quoted market prices (level 1 inputs). In connection with the issuance and exchange of the $275,000 senior notes, Griffon capitalized $8,472 of underwriting fees and other expenses; Griffon capitalized $3,016 of underwriting fees and other expenses in connection with the $125,000 senior notes; and Griffon capitalized $10,313 in connection with the previously issued $600,000 senior notes. All capitalized fees will amortize over the term of the notes. (b) On March 22, 2016, Griffon amended the Credit Agreement to increase the credit facility from $250,000 to $350,000 , extend its maturity date from March 13, 2020 to March 22, 2021 and modify certain other provisions of the facility. On October 2, 2017 and on May 31, 2018, Griffon amended the Credit Agreement in association with the ClosetMaid acquisition and the CornellCookson acquisition, respectively, to modify the net leverage covenant. 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 1.75% for base rate loans and 2.75% 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, 2018 , under the Credit Agreement, there were $69,912 in outstanding borrowings; standby letters of credit were $15,166 ; and $264,922 was available, subject to certain loan covenants, for borrowing at that date. (c) On December 21, 2009, Griffon issued $100,000 principal amount of 4% convertible subordinated notes due 2017 (the “2017 Notes”). On July 14, 2016, Griffon announced that it would settle, upon conversion, up to $125,000 of the conversion value of the 2017 Notes in cash, with amounts in excess of $125,000 , if any, to be settled in shares of Griffon common stock. On January 17, 2017, Griffon settled the convertible debt for $173,855 with $125,000 in cash, utilizing borrowings under the Credit Agreement, and $48,858 , or 1,954,993 shares, of common stock issued from treasury. (d) In September 2015 and March 2016, Griffon entered into mortgage loans in the amounts of $32,280 and $8,000 , respectively. The mortgage loans were secured by four properties occupied by Griffon's subsidiaries. The loans were due to mature in September 2025 and April 2018, respectively, were collateralized by the specific properties financed and were guaranteed by Griffon. The loans had an interest rate of LIBOR plus 1.50% . The loans were paid off during the quarter ended March 31, 2018. (e) In August 2016, Griffon’s ESOP entered into an agreement that refinanced the existing ESOP loan into a new Term Loan in the amount of $35,092 (the "Agreement"). The Agreement also provided for a Line Note with $10,908 available to purchase shares of Griffon common stock in the open market. During 2017, Griffon's ESOP purchased 621,875 shares of common stock for a total of $10,908 or $17.54 per share, under a borrowing line that has now been fully utilized. On June 30, 2017, the Term Loan and Line Note were combined into a single Term Loan. The Term Loan bears interest at LIBOR plus 2.50% . The Term Loan requires a quarterly principal payment of $569 with a balloon payment due at maturity on March 22, 2020. As a result of the special cash dividend of $1.00 per share, paid on April 16, 2018, the outstanding balance of Term Loan was reduced by $5,705. As of June 30, 2018 , $35,046 , 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) Two Griffon subsidiaries have capital leases outstanding for real estate located in Troy, Ohio and Ocala, Florida. The leases mature in 2021 and 2022 , respectively, and bear interest at fixed rates of approximately 5.0% and 8.0% , respectively. The Troy, Ohio lease is secured by a mortgage on the real estate and is guaranteed by Griffon. The Ocala, Florida lease contains two five -year renewal options. At June 30, 2018 , $8,162 was outstanding, net of issuance costs. (g) In November 2012, Garant G.P. (“Garant”) entered into a CAD $15,000 ( $11,282 as of June 30, 2018 ) revolving credit facility. The facility accrues interest at LIBOR (USD) or the Bankers Acceptance Rate (CDN) plus 1.3% per annum ( 3.63% LIBOR USD and 3.00% Bankers Acceptance Rate CDN as of June 30, 2018 ). The revolving facility matures in October 2019. Garant is required to maintain a certain minimum equity. At June 30, 2018 , there were no borrowings under the revolving credit facility with CAD 15,000 ( $11,282 as of June 30, 2018) available for borrowing. In July 2016, Griffon Australia Holdings Pty Ltd and its Australian subsidiaries ("Griffon Australia") entered into an AUD 30,000 term loan and an AUD 10,000 revolver. The term loan refinanced two existing term loans and the revolver replaced two existing lines. In December 2016, the amount available under the revolver was increased from AUD 10,000 to AUD 20,000 and, in March 2017, the term loan commitment was increased by AUD 5,000 . In September 2017, the term commitment was further increased by AUD 15,000 . The term loan requires quarterly principal payments of AUD 1,250 plus interest, with a balloon payment of AUD 37,125 due upon maturity in June 2019, and accrues interest at Bank Bill Swap Bid Rate “BBSY” plus 2.00% per annum ( 4.16% at June 30, 2018 ). As of June 30, 2018, the term loan had an outstanding balance of AUD 42,125 ( $30,953 as of June 30, 2018 ). The revolving facility matures in November 2018, but is renewable upon mutual agreement with the bank, and accrues interest at BBSY plus 2.0% per annum ( 3.93% at June 30, 2018 ). At June 30, 2018, there were no borrowings under the revolving credit facility with AUD 20,000 ( $14,696 as of June 30, 2018) available for borrowing. 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. A UK subsidiary of Griffon maintains an invoice discounting arrangement secured by trade receivables. Interest is variable at 2.0% over the Sterling base rate ( 2.5% as of June 30, 2018). At June 30, 2018, there were no amounts outstanding under this facility. In July 2018, the AMES Companies UK Ltd and its subsidiaries ("Ames UK") entered into a GBP 14,000 term loan, GBP 4,000 mortgage loan and GBP 5,000 revolver. The term loan and mortgage loan require quarterly principal payments of GBP 350 and GBP 83 plus interest, respectively, and have balloon payments due upon maturity, July 2023, of GBP 7,000 and GBP 2,333 , respectively. The Term Loan and Mortgage Loans accrue interest at the GBP LIBOR Rate plus 2.25% and 1.8% , respectively ( 3.04% and 2.59% ). The revolving facility matures in July 2019, but is renewable upon mutual agreement with the bank, and accrues interest at the Bank of England Base Rate plus 1.5% ( 2.0% ). The revolver and the term loan are both secured by substantially all of the assets of Ames UK and its subsidiaries. Ames UK is subject to a maximum leverage ratio and a minimum fixed charges cover ratio. The invoice discounting arrangement was canceled and replaced by the above loan facilities. (h) Other long-term debt consists primarily of a loan with the Pennsylvania Industrial Development Authority, with the balance consisting of capital leases. At June 30, 2018 , Griffon and its subsidiaries were in compliance with the terms and covenants of all credit and loan agreements. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 9 Months Ended |
Jun. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY | SHAREHOLDERS’ EQUITY During 2018, the Company paid a quarterly cash dividend of $0.07 per share in each quarter and a special cash dividend of $1.00 paid in the third quarter, totaling $1.21 per share for the nine months ended June 30, 2018. During 2017, the Company paid quarterly cash dividends of $0.06 per share, totaling $0.24 per share for the year. Dividends paid on shares in the ESOP were used to offset ESOP loan payments 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 1, 2018, the Board of Directors declared a quarterly cash dividend of $0.07 per share, payable on September 20, 2018 to shareholders of record as of the close of business on August 23, 2018. 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. On January 31, 2018, shareholders approved Amendment No. 1 to the Incentive Plan pursuant to which, among other things, 1,000,000 shares were added to the Incentive Plan. Options granted under the Incentive Plan may be either “incentive stock options” or nonqualified stock options, generally expire ten years after the date of grant and are granted at an exercise price of not less than 100% of the fair market value at the date of grant. The maximum number of shares of common stock available for award under the Incentive Plan is 3,350,000 ( 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, 2018 , there were 1,200,755 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 2018, Griffon granted 1,008,756 shares of restricted stock and restricted stock units. This included 480,756 shares of restricted stock and restricted stock units, subject to certain performance conditions, with vesting periods of three years , with a total fair value of $9,980 , or a weighted average fair value of $20.76 per share. This also included 528,000 shares of restricted stock granted to two senior executives with a vesting period of four years and a two year post-vesting holding period, subject to the achievement of certain absolute and relative performance conditions relating to the price of Griffon's common stock. So long as the minimum performance condition is attained, the amount of shares that can vest will range from 384,000 to 528,000 . The total fair value of these restricted shares is approximately $7,008 , or a weighted average fair value of $13.27 . Also, during the second quarter, Griffon granted 250,170 shares with a vesting period of three years and a fair value of $4,739 , or a weighted average fair value of $18.94 per share. During the third quarter of 2018, no grants were issued. For the quarters ended June 30, 2018 and 2017 , stock based compensation expense totaled $2,452 and $2,405 , respectively. For the nine months ended June 30, 2018 and 2017 , such expense totaled $7,372 and $7,200 , respectively. During the quarter and nine months ended June 30, 2018 , 1,592 shares, with a market value of $33 or $20.85 per share, and 199,044 shares, with a market value of $4,478 or $22.50 per share, respectively, were withheld to settle employee taxes due to the vesting of restricted stock, and were added to treasury. On December 21, 2009, Griffon issued $100,000 principal amount of 4% convertible subordinated notes due 2017 (the “2017 Notes”). On July 14, 2016, Griffon announced that it would settle, upon conversion, up to $125,000 of the conversion value of the 2017 Notes in cash, with amounts in excess of $125,000 , if any, to be settled in shares of Griffon common stock. On January 17, 2017, Griffon settled the convertible debt for $173,855 with $125,000 in cash, utilizing borrowing under the Credit Agreement, and $48,858 , or 1,954,993 shares of common stock issued from treasury. On August 3, 2016, Griffon’s Board of Directors authorized the repurchase of up to $50,000 of Griffon’s outstanding common stock. Under this share repurchase program, the Company may purchase shares in the open market, including pursuant to a 10b5-1 plan, or in privately negotiated transactions. During the quarter and nine months ended June 30, 2018, Griffon purchased 650,500 and 2,088,739 shares, respectively, of common stock under the August 2016 program, for a total of $12,694 and $41,110 , respectively, or $19.51 and $19.68 , respectively. As of June 30, 2018 , $8,327 remains under the August 3, 2016 Board authorization. On August 1, 2018, Griffon's Board of Directors authorized the repurchase of an additional $50,000 of Griffon's outstanding common stock. From August 2011 through June 30, 2018 , Griffon repurchased 22,518,037 shares of its common stock, for a total of $302,730 or $13.44 per share. This included the repurchase of 18,073,593 shares on the open market under Griffon's Board of Directors authorized repurchase programs for a total of $252,730 or $13.98 per shares, as well as the December 10, 2013 repurchase of 4,444,444 shares from GS Direct for $50,000 , or $11.25 per share. On June 19, 2018, GS Direct completed an underwritten secondary offering to sell 5,583,375 shares of Griffon’s common stock, inclusive of the underwriters’ 30-day option to purchase additional shares. Following the closing of the offering, GS Direct no longer owns any shares of Griffon. GS Direct's initial 10,000,000 share investment was in 2008. |
EARNINGS PER SHARE (EPS)
EARNINGS PER SHARE (EPS) | 9 Months Ended |
Jun. 30, 2018 | |
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 were 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, 2018 2017 2018 2017 Weighted average shares outstanding - basic 40,295 41,683 41,232 40,765 Incremental shares from stock based compensation 1,447 1,572 1,388 1,683 Convertible debt matured 2017 — — — 486 Weighted average shares outstanding - diluted 41,742 43,255 42,620 42,934 On July 14, 2016, Griffon announced that it would settle, upon conversion, up to $125,000 of the conversion value of the 2017 Notes in cash, with amounts in excess of $125,000 , if any, to be settled in shares of Griffon common stock. During the quarter ended March 31, 2017, Griffon settled the 2017 Notes for $173,855 with $125,000 in cash and 1,954,993 shares of common stock issued from treasury. Prior to settlement, Griffon had the intent and ability to settle the principal amount of the 2017 Notes in cash, and as such, the issuance of shares related to the principal amount of the 2017 Notes did not affect diluted shares. |
BUSINESS SEGMENTS
BUSINESS SEGMENTS | 9 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENTS | BUSINESS SEGMENTS Griffon’s reportable segments from continuing operations are as follows: • HBP is a global provider of long-handled tools and landscaping products for homeowners and professionals; a leading North American manufacturer and marketer of closet organization, home storage, and garage storage products to home center retail chains, mass merchandisers, and direct-to builder professional installers; a leading manufacturer and marketer of residential and commercial garage doors to professional dealers and to some of the largest home center retail chains in North America as well as a leading U.S. manufacturer and marketer of rolling steel door and grille products designed for commercial, industrial, institutional, and retail use. • Defense Electronics segment consists of Telephonics a globally recognized leading provider of highly sophisticated intelligence, surveillance and communications solutions for defense, aerospace and commercial customers. On November 16, 2017, Griffon announced it entered into a definitive agreement to sell PPC and on February 6, 2018, completed the sale to Berry for $475,000 in cash, subject to certain post-closing adjustments. As a result, Griffon classified the results of operations of the PPC business as discontinued operations in the Consolidated Statements of Operations for all periods presented and classified the related assets and liabilities associated with the discontinued operations in the consolidated balance sheets. All results and information presented exclude PPC unless otherwise noted. See Note 14, Discontinued Operations to the Notes of the Financial Statements. On October 2, 2017, Griffon acquired ClosetMaid. ClosetMaid, founded in 1965, is a leading North American manufacturer and marketer of closet organization, home storage, and garage storage products, and sells to some of the largest home center retail chains, mass merchandisers, and direct-to-builder professional installers in North America. The accounts of ClosetMaid, affected for preliminary adjustments to reflect fair market values assigned to assets purchased and liabilities assumed, are included in the Company’s consolidated financial statements from the date of acquisition. On June 4, 2018, CBP acquired CornellCookson, a leading US manufacturer and marketer of rolling steel door and grille products designed for commercial, industrial, institutional and retail use. The accounts, affected for preliminary adjustments to reflect fair market values assigned to assets purchased and liabilities assumed, and results of operations of CornellCookson, are included in the Company’s consolidated financial statements from the date of acquisition. Information on Griffon’s reportable segments from continuing operations is as follows: For the Three Months Ended June 30, For the Nine Months Ended June 30, REVENUE 2018 2017 2018 2017 Home & Building Products: AMES $ 180,834 $ 136,132 $ 503,744 $ 419,763 ClosetMaid 81,564 — 233,592 — CBP 177,723 140,349 470,071 406,437 Home & Building Products 440,121 276,481 1,207,407 826,200 Telephonics 76,429 81,633 225,006 267,998 Total consolidated net sales $ 516,550 $ 358,114 $ 1,432,413 $ 1,094,198 The following table reconciles segment operating profit to income before taxes from continuing operations: For the Three Months Ended June 30, For the Nine Months Ended June 30, INCOME BEFORE TAXES FROM CONTINUING OPERATIONS 2018 2017 2018 2017 Segment operating profit: Home & Building Products $ 38,753 $ 23,708 $ 94,982 $ 64,661 Telephonics 6,084 4,114 8,866 18,521 Segment operating profit from continuing operations 44,837 27,822 103,848 83,182 Net interest expense (15,796 ) (12,662 ) (48,482 ) (38,656 ) Unallocated amounts (12,016 ) (10,613 ) (32,993 ) (31,379 ) Acquisition costs (3,598 ) — (5,217 ) — Special dividend ESOP charges (3,220 ) — (3,220 ) — Secondary equity offering costs (1,205 ) (1,205 ) Cost of life insurance benefit — — (2,614 ) — Income before taxes from continuing operations $ 9,002 $ 4,547 $ 10,117 $ 13,147 Griffon evaluates performance and allocates resources based on each segment's operating results before interest income and expense, income taxes, depreciation and amortization, unallocated amounts (mainly corporate overhead), restructuring charges, loss on debt extinguishment and acquisition related expenses, as well as other items that may affect comparability, 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 from continuing operations: For the Three Months Ended June 30, For the Nine Months Ended June 30, 2018 2017 2018 2017 Segment adjusted EBITDA: Home & Building Products $ 50,004 $ 33,134 $ 129,250 $ 92,506 Telephonics 8,760 6,784 16,956 26,678 Total Segment adjusted EBITDA 58,764 39,918 146,206 119,184 Net interest expense (15,796 ) (12,662 ) (48,482 ) (38,656 ) Segment depreciation and amortization (13,927 ) (12,096 ) (39,978 ) (36,002 ) Unallocated amounts (12,016 ) (10,613 ) (32,993 ) (31,379 ) Acquisition costs (3,598 ) — (7,597 ) — Special dividend ESOP charges (3,220 ) — (3,220 ) — Secondary equity offering costs (1,205 ) — (1,205 ) — Cost of life insurance benefit — — (2,614 ) — Income before taxes from continuing operations $ 9,002 $ 4,547 $ 10,117 $ 13,147 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 2018 2017 2018 2017 Segment: Home & Building Products $ 11,251 $ 9,426 $ 31,888 $ 27,845 Telephonics 2,676 2,670 8,090 8,157 Total segment depreciation and amortization 13,927 12,096 39,978 36,002 Corporate 120 125 340 354 Total consolidated depreciation and amortization $ 14,047 $ 12,221 $ 40,318 $ 36,356 CAPITAL EXPENDITURES Segment: Home & Building Products $ 9,761 $ 5,853 $ 24,611 $ 16,012 Telephonics 1,632 1,161 6,017 4,274 Total segment 11,393 7,014 30,628 20,286 Corporate 127 23 2,520 2,289 Total consolidated capital expenditures $ 11,520 $ 7,037 $ 33,148 $ 22,575 ASSETS At June 30, 2018 At September 30, 2017 Segment assets: Home & Building Products $ 1,660,665 $ 1,084,103 Telephonics 337,352 343,445 Total segment assets 1,998,017 1,427,548 Corporate 100,378 71,980 Total continuing assets 2,098,395 1,499,528 Assets of discontinued operations 3,256 374,013 Consolidated total $ 2,101,651 $ 1,873,541 |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 9 Months Ended |
Jun. 30, 2018 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFIT PLANS | Defined benefit pension expense (income) was as follows: Three Months Ended June 30, Nine Months Ended June 30, 2018 2017 2018 2017 Interest cost $ 1,407 $ 1,402 $ 4,221 $ 4,206 Expected return on plan assets (2,684 ) (2,735 ) (8,052 ) (8,207 ) Amortization: Prior service cost 4 4 12 12 Recognized actuarial loss 525 832 1,575 2,496 Net periodic expense (income) $ (748 ) $ (497 ) $ (2,244 ) $ (1,493 ) As a result of the recent passing of our Chairman of the Board, who participated in a Supplemental Executive Retirement Plan relating to his tenure as Chief Executive Officer (a position from which he retired in 2008), the pension benefit liability was reduced by $13,715 at December 31, 2017, with the offset, net of tax, recorded in Other Comprehensive Income. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 9 Months Ended |
Jun. 30, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS In March 2018, the FASB issued ASU 2018-05, Income Taxes Amendments to SEC Paragraphs Pursuant to the SEC SAB 118. This ASU provides guidance on income tax accounting implications under the Tax Reform Act. SAB 118 addressed the application of GAAP to situations when a registrant does not have the necessary information available, prepared and analyzed in reasonable detail to complete the accounting for certain income tax effects of the Tax Reform Act and allows companies to record provisional amounts during the re-measurement period not to exceed one year after the enactment date while the accounting impact remains under analysis. This guidance was effective immediately upon issuance. See Note 7 Income Taxes for further details. Issued but not yet effective accounting pronouncements In February 2018, the FASB issued guidance that allows companies to reclassify stranded tax effects resulting from the 2017 Tax Cuts and Jobs Act (the Tax Act), from accumulated other comprehensive income to retained earnings. This guidance is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted. The new standard is effective for the Company beginning in 2020, with early adoption permitted. We are currently evaluating the effects that the adoption of this guidance will have on our consolidated financial statements and the related disclosures. In May 2017, the FASB issued guidance to address the situation when a company modifies the terms of a stock compensation award previously granted to an employee. This guidance is effective, and should be applied prospectively, for fiscal years beginning after December 15, 2017. Early adoption is permitted as of the beginning of an annual period. The new guidance is effective for the Company beginning in 2019. We are currently evaluating the impact of the guidance on the Company's financial condition, results of operations and related disclosures. In March 2017, the FASB issued amendments to the Compensation - Retirement Benefits guidance which requires companies to retrospectively present the service cost component of net periodic benefit cost for pension and retiree medical plans along with other compensation costs in operating income and present the other components of net periodic benefit cost below operating income in the income statement. The guidance also allows only the service cost component of net periodic benefit cost to be eligible for capitalization within inventory or fixed assets on a prospective basis. This guidance is effective, and should be applied retroactively, for fiscal years beginning after December 15, 2017. Early adoption is permitted as of the beginning of an annual period. The new guidance is effective for the Company beginning in 2019. We are currently evaluating the impact of the guidance on the Company's financial condition, results of operations and related disclosures. In January 2017, the FASB issued guidance that simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit's goodwill with the carrying amount of that goodwill. This guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those periods and will be effective for the Company beginning in 2020. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We are currently evaluating the impact of the guidance on the Company's financial condition, results of operations and related disclosures. In January 2017, the FASB issued guidance that clarifies the definition of a business, which will impact many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The new standard is intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods and will be effective for the Company beginning in 2019. We are currently evaluating the impact of the guidance on the Company's financial condition, results of operations and related disclosures. In August 2016, the FASB issued guidance on the Statement of Cash Flows Classification of certain cash receipts and cash payments (a consensus of the FASB Emerging Issues Task Force). This guidance addresses the following eight specific cash flow issues: Debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (including bank-owned life insurance policies); distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. This guidance will be effective for the Company beginning in 2019. We are currently evaluating the impact of the guidance on the Company's financial condition, results of operations and related disclosures. 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 2020. We are currently evaluating the impact of the guidance on the Company's financial condition, results of operations and related disclosures. In May 2014, the FASB issued an Accounting Standards Update related to new revenue recognition guidance that supersedes the existing revenue recognition guidance and most industry-specific guidance applicable to revenue recognition. According to the new guidance, an entity will apply a principles-based five step model to recognize revenue upon the transfer of promised goods or services to customers and in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. Subsequently, the FASB has issued amendments to certain aspects of the guidance including the effective date. The Company will adopt this guidance using the modified retrospective method. The Company commenced its assessment during the second half of fiscal 2016 and developed a project plan to assess the impact, including impacts to the Company’s processes, controls, and financial statement disclosures. The Company is in the process of completing this project plan, in which the Company has surveyed its businesses, completed contract reviews, compared its historical accounting policies and practices to the new requirements, identified potential differences and provided trainings. The Company currently does not expect impacts at its Home and Building Products Segment. The Company does however expect impacts at its Defense Electronics Segment, but believes that those impacts will be immaterial to the Company’s overall Financial Statements. The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements, and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 9 Months Ended |
Jun. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | DISCONTINUED OPERATIONS PPC On November 16, 2017, Griffon announced it entered into a definitive agreement to sell PPC and on February 6, 2018, completed the sale to Berry for $475,000 in cash, subject to certain post-closing adjustments. As a result, Griffon classified the results of operations of the PPC business as discontinued operations in the Consolidated Statements of Operations for all periods presented and classified the related assets and liabilities associated with the discontinued operations in the consolidated balance sheets. All results and information presented exclude PPC unless otherwise noted. PPC is a global leader in the development and production of embossed, laminated and printed specialty plastic films for hygienic, health-care and industrial products and sells to some of the world's largest consumer products companies. In connection with the sale of PPC, the Company recorded a gain of $117,625 ( $86,357 , net of tax) during the quarter ended June 30, 2018. The tax computed on the PPC gain is preliminary and is subject to finalization. Summarized results of the Company’s discontinued operations are as follows: For the Three Months Ended June 30, For the Nine Months Ended June 30, 2018 2017 2018 2017 Revenue $ — $ 115,206 $ 166,262 $ 341,986 Cost of goods and services — 97,233 132,100 287,948 Gross profit — 17,973 34,162 54,038 Selling, general and administrative expenses 200 10,184 26,303 31,600 Income (loss) from discontinued operations (200 ) 7,789 7,859 22,438 Other income (expense) Gain on sale of business — — 117,625 — Interest expense, net — (50 ) (155 ) (45 ) Other, net — (715 ) (687 ) (754 ) Total other income (expense) — (765 ) 116,783 (799 ) Income from operations of discontinued operations $ (200 ) $ 7,024 $ 124,642 $ 21,639 The Company has no assets or liabilities classified as held for sale as of June 30, 2018. The following amounts related to the PPC segment have been segregated from Griffon's continuing operations and are reported as assets and liabilities of discontinued operations held for sale in the consolidated balance sheet at September 30, 2017: At September 30, 2017 ASSETS Accounts receivable, net $ 51,768 Inventories, net 45,742 Prepaid and other current assets 11,000 PROPERTY, PLANT AND EQUIPMENT, net 185,940 GOODWILL 57,087 INTANGIBLE ASSETS, net 12,298 OTHER ASSETS 6,889 Total Assets Held for Sale 370,724 LIABILITIES Notes payable and current portion of long-term debt $ 11,163 Accounts payable 36,619 Accrued liabilities 14,553 LONG-TERM DEBT, net 10,549 OTHER LIABILITIES 11,566 Total Liabilities Held for Sale $ 84,450 In connection with the sale transaction, the Company recorded liabilities of $46,968 as of March 31, 2018 primarily for income taxes payable, stay and transaction bonuses, and other remaining accrued liabilities. Since that time, $21,938 has been paid primarily for income taxes payable and bonuses. On September 5, 2017, Griffon entered into an engagement letter with Goldman Sachs pursuant to which Goldman Sachs agreed to act as Griffon’s financial advisor in connection with the exploration of strategic alternatives for Clopay Plastics. On November 15, 2017, Griffon signed an agreement to sell Clopay Plastics for $475,000 to Berry Global Group, Inc. Griffon subsequently paid a customary financial advisory fee to Goldman Sachs under the terms of this engagement letter upon closing of the transaction. Installation Services and Other Discontinued Activities In 2008, as a result of the downturn in the residential housing market, Griffon exited substantially all operating activities of its Installation Services segment which sold, installed and serviced garage doors and openers, fireplaces, floor coverings, cabinetry and a range of related building products, primarily for the new residential housing market. In 2008, Griffon sold eleven units, closed one unit and merged two units into CBP. Griffon substantially concluded its remaining disposal activities in 2009. Installation Services operating results have been reported as discontinued operations in the Consolidated Statements of Operations and Comprehensive Income (Loss) for all periods presented; Installation Services is excluded from segment reporting. There was no reported revenue in the quarters and nine months ended June 30, 2018 and 2017. During the year ended September 30, 2017, Griffon recorded $5,700 of reserves in discontinued operations related to historical environmental remediation efforts and to increase the reserve for homeowner association claims (HOA) related to the Clopay Services Corporation discontinued operations in 2008. 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 not held for sale in the Condensed Consolidated Balance Sheets: At June 30, 2018 At September 30, 2017 Assets of discontinued operations not held for sale: Prepaid and other current assets $ 326 $ 329 Other long-term assets 2,930 2,960 Total assets of discontinued operations not held for sale $ 3,256 $ 3,289 Liabilities of discontinued operations not held for sale: Accrued liabilities, current $ 3,705 $ 8,342 Other long-term liabilities 5,078 3,037 Total liabilities of discontinued operations not held for sale $ 8,783 $ 11,379 There was no Installation Services revenue or income for the quarter and nine months ended June 30, 2018 or 2017. |
OTHER INCOME (EXPENSE)
OTHER INCOME (EXPENSE) | 9 Months Ended |
Jun. 30, 2018 | |
Other Income and Expenses [Abstract] | |
OTHER INCOME (EXPENSE) | OTHER INCOME (EXPENSE) For the quarters ended June 30, 2018 and 2017 , Other income (expense) primarily consisted of $(17) and ($133) , 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 $104 and $55 , respectively, of net investment income (loss). For the nine months ended June 30, 2018 and 2017 , Other income (expense) primarily consisted of $(236) and $(556) , 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 $1,365 and $210 , respectively, of net investment income. |
WARRANTY LIABILITY
WARRANTY LIABILITY | 9 Months Ended |
Jun. 30, 2018 | |
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. CBP also offers warranties against product defects for periods generally ranging from one to ten years, with limited lifetime warranties on certain door models. Typical warranties require CBP, ClosetMaid and 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 and subject to certain disclaimers and limitations. Changes in Griffon’s warranty liability, included in Accrued liabilities, were as follows: Three Months Ended June 30, Nine Months Ended June 30, 2018 2017 2018 2017 Balance, beginning of period $ 6,258 $ 5,803 $ 6,236 $ 6,322 Warranties issued and changes in estimated pre-existing warranties 2,777 803 5,889 3,310 Actual warranty costs incurred (1,450 ) (1,457 ) (5,376 ) (4,483 ) Other warranty liabilities assumed from acquisitions — — 836 $ — Balance, end of period $ 7,585 $ 5,149 $ 7,585 $ 5,149 |
OTHER COMPREHENSIVE INCOME (LOS
OTHER COMPREHENSIVE INCOME (LOSS) | 9 Months Ended |
Jun. 30, 2018 | |
OCI, Net of Tax [Abstract] | |
OTHER COMPREHENSIVE INCOME (LOSS) | OTHER COMPREHENSIVE INCOME (LOSS) The amounts recognized in other comprehensive income (loss) were as follows: Three Months Ended June 30, 2018 Three Months Ended June 30, 2017 Pre-tax Tax Net of tax Pre-tax Tax Net of tax Foreign currency translation adjustments $ (9,136 ) $ — $ (9,136 ) $ 6,414 $ — $ 6,414 Pension and other defined benefit plans 376 (129 ) 247 836 (292 ) 544 Cash flow hedges 118 (34 ) 84 277 (79 ) 198 Total other comprehensive income (loss) $ (8,642 ) $ (163 ) $ (8,805 ) $ 7,527 $ (371 ) $ 7,156 Nine Months Ended June 30, 2018 Nine Months Ended June 30, 2017 Pre-tax Tax Net of tax Pre-tax Tax Net of tax Foreign currency translation adjustments $ 9,289 $ — $ 9,289 $ 1,344 $ — $ 1,344 Pension and other defined benefit plans 14,996 (4,943 ) 10,053 2,508 (876 ) 1,632 Cash flow hedges 864 (252 ) 612 1,121 (320 ) 801 Total other comprehensive income (loss) $ 25,149 $ (5,195 ) $ 19,954 $ 4,973 $ (1,196 ) $ 3,777 The components of Accumulated other comprehensive income (loss) are as follows: June 30, 2018 September 30, 2017 Foreign currency translation adjustments $ (22,938 ) $ (32,227 ) Pension and other defined benefit plans (18,087 ) (28,140 ) Change in Cash flow hedges 498 (114 ) $ (40,527 ) $ (60,481 ) 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) 2018 2017 2018 2017 Pension amortization $ (529 ) $ (836 ) $ (1,587 ) $ (2,508 ) Cash flow hedges 177 (88 ) 185 (910 ) Removal of PPC translation adjustment — — 14,866 — Total gain (loss) (352 ) (924 ) 13,464 (3,418 ) Tax benefit (expense) 106 277 (3,222 ) 1,025 Total $ (246 ) $ (647 ) $ 10,242 $ (2,393 ) |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Jun. 30, 2018 | |
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, ISC 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. After receiving public comments on the PRAP, the DEC issued a Record of Decision (“ROD”) in June 2011 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. At the time of adoption of the ROD, the approximate cost of the remedy proposed by DEC in the PRAP was approximately $10,000 . 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. Beginning in December 2004, a customer of AMES had been named in various litigation matters relating to certain Union Tools products. The plaintiffs in those litigation matters asserted causes of action against the customer of AMES for improper advertisement to end consumers. The allegations suggested that advertisements led the consumers to believe that Union Tools’ hand tools were wholly manufactured within boundaries of the United States. The complaints asserted various causes of action against the customer of AMES under federal and state law, including common law fraud. At some point, 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 has approved the final remedial investigation and feasibility study reports. AMES’ recommended remedial option of excavation and offsite disposal of lead contaminated soils, capping of other areas of the site impacted by other metals and performing limited groundwater monitoring was accepted by the DEC in a Record of Decision issued March 1, 2018. Implementation of the selected remedial alternative is expected to be completed in 2019. AMES has a number of defenses to liability in this matter, including its rights under a previous Consent Judgment entered into between the DEC and a predecessor of AMES relating to the site. US Government investigations and claims In general, departments and agencies of the US 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. US Government regulations provide that certain findings against a contractor may lead to suspension or debarment from future US 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. |
CONSOLIDATING GUARANTOR AND NON
CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION | 9 Months Ended |
Jun. 30, 2018 | |
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., Telephonics Corporation, The AMES Companies, Inc., ATT Southern, Inc., Clopay Ames True Temper Holding Corp., ClosetMaid, LLC, CornellCookson, LLC and Cornell Real Estate Holdings, LLC, 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, 2018 and September 30, 2017 and for the three and nine months ended June 30, 2018 and 2017 . 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. |
DESCRIPTION OF BUSINESS AND B27
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Jun. 30, 2018 | |
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 (“US GAAP”) for interim financial information and 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 US GAAP for complete financial statements. As such, they should be read together with Griffon’s Annual Report on Form 10-K for the year ended September 30, 2017 , 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, 2017 was derived from the audited financial statements included in Griffon’s Annual Report on Form 10-K for the year ended September 30, 2017 . The condensed 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 US 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 fixed and intangible 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. |
Inventories | Inventories are stated at the lower of cost (first-in, first-out or average) or market. |
New Accounting Pronouncements | 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, 2018 | |
Business Combinations [Abstract] | |
Business Acquisition, Pro Forma Information | The following unaudited proforma summary from continuing operations presents consolidated information as if the Company acquired ClosetMaid on October 1, 2016: Proforma For the three months ended June 30, 2017 (unaudited) Proforma Revenue $ 433,625 $ 1,322,110 Income from continuing operations 3,630 13,268 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The calculation of the preliminary purchase price allocation, which is pending finalization of tax-related items and completion of the related final valuation, is as follows: Accounts receivable (1) $ 30,400 Inventories 12,586 Property, plant and equipment 35,226 Goodwill (2) 81,634 Intangible assets (2) 36,000 Other current and non-current assets 2,541 Total assets acquired 198,387 Accounts payable and accrued liabilities 12,000 Long-term liabilities 680 Total liabilities assumed 12,680 Total $ 185,707 (1) Includes $30,818 of gross accounts receivable of which $418 was not expected to be collected. The fair value of accounts receivable approximated book value acquired. (2) As of June 30, 2018, the Company did not recognize an estimate of identifiable indefinite lived intangible assets apart from goodwill but preliminarily allocated $36,000 to identifiable definite lived intangible assets and recognized amortization expense consistent with an estimated ten year life from the date of acquisition through June 30, 2018. The company expects to finalize the valuation of the acquired identifiable indefinite and definite lived intangible assets during the fourth quarter. The calculation of the preliminary purchase price allocation, which is pending finalization of tax-related items and completion of the related final valuation, is as follows: Accounts receivable (1) $ 32,234 Inventories (2) 28,411 Property, plant and equipment 48,072 Goodwill 69,551 Intangible assets 74,580 Other current and non-current assets 3,852 Total assets acquired 256,700 Accounts payable and accrued liabilities 68,251 Long-term liabilities 2,720 Total liabilities assumed 70,971 Total $ 185,729 |
Schedule of Goodwill And Intangible Assets Acquired as Part of Business Combination | The amounts assigned to goodwill and major intangible asset classifications, all of which are tax deductible, for the ClosetMaid acquisition are as follows: Average Goodwill $ 69,551 N/A Indefinite-lived intangibles 47,740 N/A Definite-lived intangibles 26,840 21 Total goodwill and intangible assets $ 144,131 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | The following table details the components of inventory: At June 30, 2018 At September 30, 2017 Raw materials and supplies $ 91,400 $ 67,990 Work in process 88,261 78,846 Finished goods 216,152 152,601 Total $ 395,813 $ 299,437 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | The following table details the components of property, plant and equipment, net: At June 30, 2018 At September 30, 2017 Land, building and building improvements $ 129,905 $ 71,764 Machinery and equipment 550,714 462,173 Leasehold improvements 49,041 43,040 729,660 576,977 Accumulated depreciation and amortization (404,582 ) (344,842 ) Total $ 325,078 $ 232,135 |
GOODWILL AND OTHER INTANGIBLES
GOODWILL AND OTHER INTANGIBLES (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
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, 2018 : At September 30, 2017 Goodwill from acquisitions Other At June 30, 2018 Home & Building Products $ 300,594 $ 185,405 $ (2,489 ) $ 483,510 Telephonics 18,545 — — 18,545 Total $ 319,139 $ 185,405 $ (2,489 ) $ 502,055 |
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, 2018 At September 30, 2017 Gross Carrying Amount Accumulated Amortization Average Life (Years) Gross Carrying Amount Accumulated Amortization Customer relationships $ 200,835 $ 47,583 25 $ 152,025 $ 43,421 Technology and patents 17,210 5,866 12.5 6,193 4,719 Total amortizable intangible assets 218,045 53,449 158,218 48,140 Trademarks 152,360 — 95,049 — Total intangible assets $ 370,405 $ 53,449 $ 253,267 $ 48,140 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | At June 30, 2018 At September 30, 2017 Outstanding Balance Original Issuer Premium 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) $ 1,000,000 $ 1,308 $ (13,932 ) $ 987,376 5.25 % 725,000 $ (1,177 ) $ (9,220 ) $ 714,603 5.25 % Revolver due 2021 (b) 69,912 — (1,556 ) 68,356 Variable 144,216 — (1,951 ) 142,265 Variable Real estate mortgages (d) — — — — Variable 23,642 — (320 ) 23,322 Variable ESOP Loans (e) 35,263 — (217 ) 35,046 Variable 42,675 — (310 ) 42,365 Variable Capital lease - real estate (f) 8,248 — (86 ) 8,162 5.00 % 5,312 — (105 ) 5,207 5.00 % Non US lines of credit (g) — — (19 ) (19 ) Variable 9,402 — (31 ) 9,371 Variable Non US term loans (g) 30,953 — (69 ) 30,884 Variable 35,943 — (108 ) 35,835 Variable Other long term debt (h) 5,935 — (20 ) 5,915 Variable 6,211 — (21 ) 6,190 Variable Totals 1,150,311 1,308 (15,899 ) 1,135,720 992,401 (1,177 ) (12,066 ) 979,158 less: Current portion (10,739 ) — — (10,739 ) (11,078 ) — — (11,078 ) Long-term debt $ 1,139,572 $ 1,308 $ (15,899 ) $ 1,124,981 $ 981,323 $ (1,177 ) $ (12,066 ) $ 968,080 (1) n/a = not applicable (a) On October 2, 2017, in an unregistered offering through a private placement under Rule 144A, Griffon completed the add-on offering of $275,000 principal amount of its 5.25% senior notes due 2022, at 101.00% of par, to Griffon's previously issued $125,000 principal amount of its 5.25% senior notes due 2022, at 98.76% of par, completed on May 18, 2016 and $600,000 5.25% senior notes due 2022, at par, completed on February 27, 2014 (collectively the “Senior Notes”). As of June 30, 2018 , outstanding Senior Notes due totaled $1,000,000 ; interest is payable semi-annually on March 1 and September 1. The net proceeds of the $275,000 add-on offering were used to acquire ClosetMaid with the remaining proceeds used to pay down outstanding loan borrowings under Griffon's revolving credit facility (the "Credit Agreement"). The net proceeds of the previously issued $125,000 add-on offering were used to pay down outstanding revolving loan borrowings under the Credit Agreement. The Senior Notes are senior unsecured obligations of Griffon guaranteed by certain domestic subsidiaries, and subject to certain covenants, limitations and restrictions. On February 5, 2018 and June 18, 2014, Griffon exchanged all of the $275,000 , $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 $972,500 on June 30, 2018 based upon quoted market prices (level 1 inputs). In connection with the issuance and exchange of the $275,000 senior notes, Griffon capitalized $8,472 of underwriting fees and other expenses; Griffon capitalized $3,016 of underwriting fees and other expenses in connection with the $125,000 senior notes; and Griffon capitalized $10,313 in connection with the previously issued $600,000 senior notes. All capitalized fees will amortize over the term of the notes. (b) On March 22, 2016, Griffon amended the Credit Agreement to increase the credit facility from $250,000 to $350,000 , extend its maturity date from March 13, 2020 to March 22, 2021 and modify certain other provisions of the facility. On October 2, 2017 and on May 31, 2018, Griffon amended the Credit Agreement in association with the ClosetMaid acquisition and the CornellCookson acquisition, respectively, to modify the net leverage covenant. 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 1.75% for base rate loans and 2.75% 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, 2018 , under the Credit Agreement, there were $69,912 in outstanding borrowings; standby letters of credit were $15,166 ; and $264,922 was available, subject to certain loan covenants, for borrowing at that date. (c) On December 21, 2009, Griffon issued $100,000 principal amount of 4% convertible subordinated notes due 2017 (the “2017 Notes”). On July 14, 2016, Griffon announced that it would settle, upon conversion, up to $125,000 of the conversion value of the 2017 Notes in cash, with amounts in excess of $125,000 , if any, to be settled in shares of Griffon common stock. On January 17, 2017, Griffon settled the convertible debt for $173,855 with $125,000 in cash, utilizing borrowings under the Credit Agreement, and $48,858 , or 1,954,993 shares, of common stock issued from treasury. (d) In September 2015 and March 2016, Griffon entered into mortgage loans in the amounts of $32,280 and $8,000 , respectively. The mortgage loans were secured by four properties occupied by Griffon's subsidiaries. The loans were due to mature in September 2025 and April 2018, respectively, were collateralized by the specific properties financed and were guaranteed by Griffon. The loans had an interest rate of LIBOR plus 1.50% . The loans were paid off during the quarter ended March 31, 2018. (e) In August 2016, Griffon’s ESOP entered into an agreement that refinanced the existing ESOP loan into a new Term Loan in the amount of $35,092 (the "Agreement"). The Agreement also provided for a Line Note with $10,908 available to purchase shares of Griffon common stock in the open market. During 2017, Griffon's ESOP purchased 621,875 shares of common stock for a total of $10,908 or $17.54 per share, under a borrowing line that has now been fully utilized. On June 30, 2017, the Term Loan and Line Note were combined into a single Term Loan. The Term Loan bears interest at LIBOR plus 2.50% . The Term Loan requires a quarterly principal payment of $569 with a balloon payment due at maturity on March 22, 2020. As a result of the special cash dividend of $1.00 per share, paid on April 16, 2018, the outstanding balance of Term Loan was reduced by $5,705. As of June 30, 2018 , $35,046 , 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) Two Griffon subsidiaries have capital leases outstanding for real estate located in Troy, Ohio and Ocala, Florida. The leases mature in 2021 and 2022 , respectively, and bear interest at fixed rates of approximately 5.0% and 8.0% , respectively. The Troy, Ohio lease is secured by a mortgage on the real estate and is guaranteed by Griffon. The Ocala, Florida lease contains two five -year renewal options. At June 30, 2018 , $8,162 was outstanding, net of issuance costs. (g) In November 2012, Garant G.P. (“Garant”) entered into a CAD $15,000 ( $11,282 as of June 30, 2018 ) revolving credit facility. The facility accrues interest at LIBOR (USD) or the Bankers Acceptance Rate (CDN) plus 1.3% per annum ( 3.63% LIBOR USD and 3.00% Bankers Acceptance Rate CDN as of June 30, 2018 ). The revolving facility matures in October 2019. Garant is required to maintain a certain minimum equity. At June 30, 2018 , there were no borrowings under the revolving credit facility with CAD 15,000 ( $11,282 as of June 30, 2018) available for borrowing. In July 2016, Griffon Australia Holdings Pty Ltd and its Australian subsidiaries ("Griffon Australia") entered into an AUD 30,000 term loan and an AUD 10,000 revolver. The term loan refinanced two existing term loans and the revolver replaced two existing lines. In December 2016, the amount available under the revolver was increased from AUD 10,000 to AUD 20,000 and, in March 2017, the term loan commitment was increased by AUD 5,000 . In September 2017, the term commitment was further increased by AUD 15,000 . The term loan requires quarterly principal payments of AUD 1,250 plus interest, with a balloon payment of AUD 37,125 due upon maturity in June 2019, and accrues interest at Bank Bill Swap Bid Rate “BBSY” plus 2.00% per annum ( 4.16% at June 30, 2018 ). As of June 30, 2018, the term loan had an outstanding balance of AUD 42,125 ( $30,953 as of June 30, 2018 ). The revolving facility matures in November 2018, but is renewable upon mutual agreement with the bank, and accrues interest at BBSY plus 2.0% per annum ( 3.93% at June 30, 2018 ). At June 30, 2018, there were no borrowings under the revolving credit facility with AUD 20,000 ( $14,696 as of June 30, 2018) available for borrowing. 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. A UK subsidiary of Griffon maintains an invoice discounting arrangement secured by trade receivables. Interest is variable at 2.0% over the Sterling base rate ( 2.5% as of June 30, 2018). At June 30, 2018, there were no amounts outstanding under this facility. In July 2018, the AMES Companies UK Ltd and its subsidiaries ("Ames UK") entered into a GBP 14,000 term loan, GBP 4,000 mortgage loan and GBP 5,000 revolver. The term loan and mortgage loan require quarterly principal payments of GBP 350 and GBP 83 plus interest, respectively, and have balloon payments due upon maturity, July 2023, of GBP 7,000 and GBP 2,333 , respectively. The Term Loan and Mortgage Loans accrue interest at the GBP LIBOR Rate plus 2.25% and 1.8% , respectively ( 3.04% and 2.59% ). The revolving facility matures in July 2019, but is renewable upon mutual agreement with the bank, and accrues interest at the Bank of England Base Rate plus 1.5% ( 2.0% ). The revolver and the term loan are both secured by substantially all of the assets of Ames UK and its subsidiaries. Ames UK is subject to a maximum leverage ratio and a minimum fixed charges cover ratio. The invoice discounting arrangement was canceled and replaced by the above loan facilities. (h) Other long-term debt consists primarily of a loan with the Pennsylvania Industrial Development Authority, with the balance consisting of capital leases. At June 30, 2018 , Griffon and its subsidiaries were in compliance with the terms and covenants of all credit and loan agreements. |
Schedule of Interest Expense For Long Term Debt | Three Months Ended June 30, 2018 Three Months Ended June 30, 2017 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) 5.7 % 13,125 67 957 14,149 5.5 % 9,516 67 462 10,045 Revolver due 2021 (b) Variable 1,239 — 141 1,380 Variable 1,629 — 140 1,769 Real estate mortgages (d) n/a — — — — 2.4 % 142 — 46 188 ESOP Loans (e) 5.5 % 472 — 31 503 3.3 % 414 — 29 443 Capital lease - real estate (f) 5.6 % 42 — 6 48 5.4 % 72 — 7 79 Non US lines of credit (g) Variable 22 — 4 26 Variable 45 — 75 120 Non US term loans (g) Variable 338 — 18 356 Variable 102 — 68 170 Other long term debt (h) Variable 33 — 1 34 Variable 64 — 1 65 Capitalized interest (168 ) — — (168 ) (200 ) — — (200 ) Totals $ 15,103 $ 67 $ 1,158 $ 16,328 $ 11,784 $ 67 $ 828 $ 12,679 Nine Months Ended June 30, 2018 Nine Months Ended June 30, 2017 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) 5.7 % 39,375 202 2,839 42,416 5.6 % 28,547 202 1,396 30,145 Revolver due 2021 (b) Variable 3,517 — 422 3,939 Variable 3,280 — 422 3,702 Convert. debt due 2017 (c) n/a — — — — 8.9 % 1,167 1,248 148 2,563 Real estate mortgages (d) n/a 351 — 320 671 2.4 % 420 — 56 476 ESOP Loans (e) 4.7 % 1,327 — 93 1,420 4.1 % 1,147 — 94 1,241 Capital lease - real estate (f) 5.5 % 533 — 19 552 5.4 % 227 — 19 246 Non US lines of credit (g) Variable 33 — 11 44 Variable 70 — 85 155 Non US term loans (g) Variable 1,002 — 69 1,071 Variable 560 — 97 657 Other long term debt (h) Variable 262 — 4 266 Variable 186 — 7 193 Capitalized interest (406 ) — — (406 ) (684 ) — — (684 ) Totals $ 45,994 $ 202 $ 3,777 $ 49,973 $ 34,920 $ 1,450 $ 2,324 $ 38,694 (a) On October 2, 2017, in an unregistered offering through a private placement under Rule 144A, Griffon completed the add-on offering of $275,000 principal amount of its 5.25% senior notes due 2022, at 101.00% of par, to Griffon's previously issued $125,000 principal amount of its 5.25% senior notes due 2022, at 98.76% of par, completed on May 18, 2016 and $600,000 5.25% senior notes due 2022, at par, completed on February 27, 2014 (collectively the “Senior Notes”). As of June 30, 2018 , outstanding Senior Notes due totaled $1,000,000 ; interest is payable semi-annually on March 1 and September 1. The net proceeds of the $275,000 add-on offering were used to acquire ClosetMaid with the remaining proceeds used to pay down outstanding loan borrowings under Griffon's revolving credit facility (the "Credit Agreement"). The net proceeds of the previously issued $125,000 add-on offering were used to pay down outstanding revolving loan borrowings under the Credit Agreement. The Senior Notes are senior unsecured obligations of Griffon guaranteed by certain domestic subsidiaries, and subject to certain covenants, limitations and restrictions. On February 5, 2018 and June 18, 2014, Griffon exchanged all of the $275,000 , $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 $972,500 on June 30, 2018 based upon quoted market prices (level 1 inputs). In connection with the issuance and exchange of the $275,000 senior notes, Griffon capitalized $8,472 of underwriting fees and other expenses; Griffon capitalized $3,016 of underwriting fees and other expenses in connection with the $125,000 senior notes; and Griffon capitalized $10,313 in connection with the previously issued $600,000 senior notes. All capitalized fees will amortize over the term of the notes. (b) On March 22, 2016, Griffon amended the Credit Agreement to increase the credit facility from $250,000 to $350,000 , extend its maturity date from March 13, 2020 to March 22, 2021 and modify certain other provisions of the facility. On October 2, 2017 and on May 31, 2018, Griffon amended the Credit Agreement in association with the ClosetMaid acquisition and the CornellCookson acquisition, respectively, to modify the net leverage covenant. 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 1.75% for base rate loans and 2.75% 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, 2018 , under the Credit Agreement, there were $69,912 in outstanding borrowings; standby letters of credit were $15,166 ; and $264,922 was available, subject to certain loan covenants, for borrowing at that date. (c) On December 21, 2009, Griffon issued $100,000 principal amount of 4% convertible subordinated notes due 2017 (the “2017 Notes”). On July 14, 2016, Griffon announced that it would settle, upon conversion, up to $125,000 of the conversion value of the 2017 Notes in cash, with amounts in excess of $125,000 , if any, to be settled in shares of Griffon common stock. On January 17, 2017, Griffon settled the convertible debt for $173,855 with $125,000 in cash, utilizing borrowings under the Credit Agreement, and $48,858 , or 1,954,993 shares, of common stock issued from treasury. (d) In September 2015 and March 2016, Griffon entered into mortgage loans in the amounts of $32,280 and $8,000 , respectively. The mortgage loans were secured by four properties occupied by Griffon's subsidiaries. The loans were due to mature in September 2025 and April 2018, respectively, were collateralized by the specific properties financed and were guaranteed by Griffon. The loans had an interest rate of LIBOR plus 1.50% . The loans were paid off during the quarter ended March 31, 2018. (e) In August 2016, Griffon’s ESOP entered into an agreement that refinanced the existing ESOP loan into a new Term Loan in the amount of $35,092 (the "Agreement"). The Agreement also provided for a Line Note with $10,908 available to purchase shares of Griffon common stock in the open market. During 2017, Griffon's ESOP purchased 621,875 shares of common stock for a total of $10,908 or $17.54 per share, under a borrowing line that has now been fully utilized. On June 30, 2017, the Term Loan and Line Note were combined into a single Term Loan. The Term Loan bears interest at LIBOR plus 2.50% . The Term Loan requires a quarterly principal payment of $569 with a balloon payment due at maturity on March 22, 2020. As a result of the special cash dividend of $1.00 per share, paid on April 16, 2018, the outstanding balance of Term Loan was reduced by $5,705. As of June 30, 2018 , $35,046 , 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) Two Griffon subsidiaries have capital leases outstanding for real estate located in Troy, Ohio and Ocala, Florida. The leases mature in 2021 and 2022 , respectively, and bear interest at fixed rates of approximately 5.0% and 8.0% , respectively. The Troy, Ohio lease is secured by a mortgage on the real estate and is guaranteed by Griffon. The Ocala, Florida lease contains two five -year renewal options. At June 30, 2018 , $8,162 was outstanding, net of issuance costs. (g) In November 2012, Garant G.P. (“Garant”) entered into a CAD $15,000 ( $11,282 as of June 30, 2018 ) revolving credit facility. The facility accrues interest at LIBOR (USD) or the Bankers Acceptance Rate (CDN) plus 1.3% per annum ( 3.63% LIBOR USD and 3.00% Bankers Acceptance Rate CDN as of June 30, 2018 ). The revolving facility matures in October 2019. Garant is required to maintain a certain minimum equity. At June 30, 2018 , there were no borrowings under the revolving credit facility with CAD 15,000 ( $11,282 as of June 30, 2018) available for borrowing. In July 2016, Griffon Australia Holdings Pty Ltd and its Australian subsidiaries ("Griffon Australia") entered into an AUD 30,000 term loan and an AUD 10,000 revolver. The term loan refinanced two existing term loans and the revolver replaced two existing lines. In December 2016, the amount available under the revolver was increased from AUD 10,000 to AUD 20,000 and, in March 2017, the term loan commitment was increased by AUD 5,000 . In September 2017, the term commitment was further increased by AUD 15,000 . The term loan requires quarterly principal payments of AUD 1,250 plus interest, with a balloon payment of AUD 37,125 due upon maturity in June 2019, and accrues interest at Bank Bill Swap Bid Rate “BBSY” plus 2.00% per annum ( 4.16% at June 30, 2018 ). As of June 30, 2018, the term loan had an outstanding balance of AUD 42,125 ( $30,953 as of June 30, 2018 ). The revolving facility matures in November 2018, but is renewable upon mutual agreement with the bank, and accrues interest at BBSY plus 2.0% per annum ( 3.93% at June 30, 2018 ). At June 30, 2018, there were no borrowings under the revolving credit facility with AUD 20,000 ( $14,696 as of June 30, 2018) available for borrowing. 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. A UK subsidiary of Griffon maintains an invoice discounting arrangement secured by trade receivables. Interest is variable at 2.0% over the Sterling base rate ( 2.5% as of June 30, 2018). At June 30, 2018, there were no amounts outstanding under this facility. In July 2018, the AMES Companies UK Ltd and its subsidiaries ("Ames UK") entered into a GBP 14,000 term loan, GBP 4,000 mortgage loan and GBP 5,000 revolver. The term loan and mortgage loan require quarterly principal payments of GBP 350 and GBP 83 plus interest, respectively, and have balloon payments due upon maturity, July 2023, of GBP 7,000 and GBP 2,333 , respectively. The Term Loan and Mortgage Loans accrue interest at the GBP LIBOR Rate plus 2.25% and 1.8% , respectively ( 3.04% and 2.59% ). The revolving facility matures in July 2019, but is renewable upon mutual agreement with the bank, and accrues interest at the Bank of England Base Rate plus 1.5% ( 2.0% ). The revolver and the term loan are both secured by substantially all of the assets of Ames UK and its subsidiaries. Ames UK is subject to a maximum leverage ratio and a minimum fixed charges cover ratio. The invoice discounting arrangement was canceled and replaced by the above loan facilities. (h) Other long-term debt consists primarily of a loan with the Pennsylvania Industrial Development Authority, with the balance consisting of capital leases. At June 30, 2018 , Griffon and its subsidiaries were in compliance with the terms and covenants of all credit and loan agreements. |
EARNINGS PER SHARE (EPS) (Table
EARNINGS PER SHARE (EPS) (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
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, 2018 2017 2018 2017 Weighted average shares outstanding - basic 40,295 41,683 41,232 40,765 Incremental shares from stock based compensation 1,447 1,572 1,388 1,683 Convertible debt matured 2017 — — — 486 Weighted average shares outstanding - diluted 41,742 43,255 42,620 42,934 |
BUSINESS SEGMENTS (Tables)
BUSINESS SEGMENTS (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table provides a reconciliation of Segment adjusted EBITDA to Income before taxes from continuing operations: For the Three Months Ended June 30, For the Nine Months Ended June 30, 2018 2017 2018 2017 Segment adjusted EBITDA: Home & Building Products $ 50,004 $ 33,134 $ 129,250 $ 92,506 Telephonics 8,760 6,784 16,956 26,678 Total Segment adjusted EBITDA 58,764 39,918 146,206 119,184 Net interest expense (15,796 ) (12,662 ) (48,482 ) (38,656 ) Segment depreciation and amortization (13,927 ) (12,096 ) (39,978 ) (36,002 ) Unallocated amounts (12,016 ) (10,613 ) (32,993 ) (31,379 ) Acquisition costs (3,598 ) — (7,597 ) — Special dividend ESOP charges (3,220 ) — (3,220 ) — Secondary equity offering costs (1,205 ) — (1,205 ) — Cost of life insurance benefit — — (2,614 ) — Income before taxes from continuing operations $ 9,002 $ 4,547 $ 10,117 $ 13,147 Information on Griffon’s reportable segments from continuing operations is as follows: For the Three Months Ended June 30, For the Nine Months Ended June 30, REVENUE 2018 2017 2018 2017 Home & Building Products: AMES $ 180,834 $ 136,132 $ 503,744 $ 419,763 ClosetMaid 81,564 — 233,592 — CBP 177,723 140,349 470,071 406,437 Home & Building Products 440,121 276,481 1,207,407 826,200 Telephonics 76,429 81,633 225,006 267,998 Total consolidated net sales $ 516,550 $ 358,114 $ 1,432,413 $ 1,094,198 The following table reconciles segment operating profit to income before taxes from continuing operations: For the Three Months Ended June 30, For the Nine Months Ended June 30, INCOME BEFORE TAXES FROM CONTINUING OPERATIONS 2018 2017 2018 2017 Segment operating profit: Home & Building Products $ 38,753 $ 23,708 $ 94,982 $ 64,661 Telephonics 6,084 4,114 8,866 18,521 Segment operating profit from continuing operations 44,837 27,822 103,848 83,182 Net interest expense (15,796 ) (12,662 ) (48,482 ) (38,656 ) Unallocated amounts (12,016 ) (10,613 ) (32,993 ) (31,379 ) Acquisition costs (3,598 ) — (5,217 ) — Special dividend ESOP charges (3,220 ) — (3,220 ) — Secondary equity offering costs (1,205 ) (1,205 ) Cost of life insurance benefit — — (2,614 ) — Income before taxes from continuing operations $ 9,002 $ 4,547 $ 10,117 $ 13,147 |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | For the Three Months Ended June 30, For the Nine Months Ended June 30, DEPRECIATION and AMORTIZATION 2018 2017 2018 2017 Segment: Home & Building Products $ 11,251 $ 9,426 $ 31,888 $ 27,845 Telephonics 2,676 2,670 8,090 8,157 Total segment depreciation and amortization 13,927 12,096 39,978 36,002 Corporate 120 125 340 354 Total consolidated depreciation and amortization $ 14,047 $ 12,221 $ 40,318 $ 36,356 CAPITAL EXPENDITURES Segment: Home & Building Products $ 9,761 $ 5,853 $ 24,611 $ 16,012 Telephonics 1,632 1,161 6,017 4,274 Total segment 11,393 7,014 30,628 20,286 Corporate 127 23 2,520 2,289 Total consolidated capital expenditures $ 11,520 $ 7,037 $ 33,148 $ 22,575 |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Retirement Benefits [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, 2018 2017 2018 2017 Interest cost $ 1,407 $ 1,402 $ 4,221 $ 4,206 Expected return on plan assets (2,684 ) (2,735 ) (8,052 ) (8,207 ) Amortization: Prior service cost 4 4 12 12 Recognized actuarial loss 525 832 1,575 2,496 Net periodic expense (income) $ (748 ) $ (497 ) $ (2,244 ) $ (1,493 ) |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures | Summarized results of the Company’s discontinued operations are as follows: For the Three Months Ended June 30, For the Nine Months Ended June 30, 2018 2017 2018 2017 Revenue $ — $ 115,206 $ 166,262 $ 341,986 Cost of goods and services — 97,233 132,100 287,948 Gross profit — 17,973 34,162 54,038 Selling, general and administrative expenses 200 10,184 26,303 31,600 Income (loss) from discontinued operations (200 ) 7,789 7,859 22,438 Other income (expense) Gain on sale of business — — 117,625 — Interest expense, net — (50 ) (155 ) (45 ) Other, net — (715 ) (687 ) (754 ) Total other income (expense) — (765 ) 116,783 (799 ) Income from operations of discontinued operations $ (200 ) $ 7,024 $ 124,642 $ 21,639 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 not held for sale in the Condensed Consolidated Balance Sheets: At June 30, 2018 At September 30, 2017 Assets of discontinued operations not held for sale: Prepaid and other current assets $ 326 $ 329 Other long-term assets 2,930 2,960 Total assets of discontinued operations not held for sale $ 3,256 $ 3,289 Liabilities of discontinued operations not held for sale: Accrued liabilities, current $ 3,705 $ 8,342 Other long-term liabilities 5,078 3,037 Total liabilities of discontinued operations not held for sale $ 8,783 $ 11,379 The following amounts related to the PPC segment have been segregated from Griffon's continuing operations and are reported as assets and liabilities of discontinued operations held for sale in the consolidated balance sheet at September 30, 2017: At September 30, 2017 ASSETS Accounts receivable, net $ 51,768 Inventories, net 45,742 Prepaid and other current assets 11,000 PROPERTY, PLANT AND EQUIPMENT, net 185,940 GOODWILL 57,087 INTANGIBLE ASSETS, net 12,298 OTHER ASSETS 6,889 Total Assets Held for Sale 370,724 LIABILITIES Notes payable and current portion of long-term debt $ 11,163 Accounts payable 36,619 Accrued liabilities 14,553 LONG-TERM DEBT, net 10,549 OTHER LIABILITIES 11,566 Total Liabilities Held for Sale $ 84,450 |
WARRANTY LIABILITY (Tables)
WARRANTY LIABILITY (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
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, 2018 2017 2018 2017 Balance, beginning of period $ 6,258 $ 5,803 $ 6,236 $ 6,322 Warranties issued and changes in estimated pre-existing warranties 2,777 803 5,889 3,310 Actual warranty costs incurred (1,450 ) (1,457 ) (5,376 ) (4,483 ) Other warranty liabilities assumed from acquisitions — — 836 $ — Balance, end of period $ 7,585 $ 5,149 $ 7,585 $ 5,149 |
OTHER COMPREHENSIVE INCOME (L38
OTHER COMPREHENSIVE INCOME (LOSS) (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
OCI, Net of Tax [Abstract] | |
Comprehensive Income (Loss) | The amounts recognized in other comprehensive income (loss) were as follows: Three Months Ended June 30, 2018 Three Months Ended June 30, 2017 Pre-tax Tax Net of tax Pre-tax Tax Net of tax Foreign currency translation adjustments $ (9,136 ) $ — $ (9,136 ) $ 6,414 $ — $ 6,414 Pension and other defined benefit plans 376 (129 ) 247 836 (292 ) 544 Cash flow hedges 118 (34 ) 84 277 (79 ) 198 Total other comprehensive income (loss) $ (8,642 ) $ (163 ) $ (8,805 ) $ 7,527 $ (371 ) $ 7,156 Nine Months Ended June 30, 2018 Nine Months Ended June 30, 2017 Pre-tax Tax Net of tax Pre-tax Tax Net of tax Foreign currency translation adjustments $ 9,289 $ — $ 9,289 $ 1,344 $ — $ 1,344 Pension and other defined benefit plans 14,996 (4,943 ) 10,053 2,508 (876 ) 1,632 Cash flow hedges 864 (252 ) 612 1,121 (320 ) 801 Total other comprehensive income (loss) $ 25,149 $ (5,195 ) $ 19,954 $ 4,973 $ (1,196 ) $ 3,777 The components of Accumulated other comprehensive income (loss) are as follows: June 30, 2018 September 30, 2017 Foreign currency translation adjustments $ (22,938 ) $ (32,227 ) Pension and other defined benefit plans (18,087 ) (28,140 ) Change in Cash flow hedges 498 (114 ) $ (40,527 ) $ (60,481 ) |
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) 2018 2017 2018 2017 Pension amortization $ (529 ) $ (836 ) $ (1,587 ) $ (2,508 ) Cash flow hedges 177 (88 ) 185 (910 ) Removal of PPC translation adjustment — — 14,866 — Total gain (loss) (352 ) (924 ) 13,464 (3,418 ) Tax benefit (expense) 106 277 (3,222 ) 1,025 Total $ (246 ) $ (647 ) $ 10,242 $ (2,393 ) |
CONSOLIDATING GUARANTOR AND N39
CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Consolidating Guarantor And Non Guarantor Financial Information [Abstract] | |
Condensed Balance Sheet | CONDENSED CONSOLIDATING BALANCE SHEETS At September 30, 2017 ($ in thousands) Parent Guarantor Non-Guarantor Elimination Consolidation CURRENT ASSETS Cash and equivalents $ 3,240 $ 8,066 $ 36,375 $ — $ 47,681 Accounts receivable, net of allowances — 168,731 59,929 (20,431 ) 208,229 Contract costs and recognized income not yet billed, net of progress payments — 131,383 279 — 131,662 Inventories, net — 246,605 52,759 73 299,437 Prepaid and other current assets 21,131 15,854 3,002 80 40,067 Assets of discontinued operations held for sale — 168,306 202,418 — 370,724 Assets of discontinued operations not held for sale — — 329 — 329 Total Current Assets 24,371 738,945 355,091 (20,278 ) 1,098,129 PROPERTY, PLANT AND EQUIPMENT, net 645 200,362 31,128 — 232,135 GOODWILL — 280,797 38,342 — 319,139 INTANGIBLE ASSETS, net 93 143,415 61,619 — 205,127 INTERCOMPANY RECEIVABLE 552,017 757,608 915,551 (2,225,176 ) — EQUITY INVESTMENTS IN SUBSIDIARIES 863,149 877,641 1,613,891 (3,354,681 ) — OTHER ASSETS 12,171 12,054 (1,002 ) (7,172 ) 16,051 ASSETS OF DISCONTINUED OPERATIONS NOT HELD FOR SALE — — 2,960 — 2,960 Total Assets $ 1,452,446 $ 3,010,822 $ 3,017,580 $ (5,607,307 ) $ 1,873,541 CURRENT LIABILITIES Notes payable and current portion of long-term debt $ 2,854 $ 1,471 $ 6,753 $ — $ 11,078 Accounts payable and accrued liabilities 14,683 199,784 46,111 6,631 267,209 Liabilities of discontinued operations held for sale — 47,426 37,024 — 84,450 Liabilities of discontinued operations not held for sale — — 8,342 — 8,342 Total Current Liabilities 17,537 248,681 98,230 6,631 371,079 LONG-TERM DEBT, net 903,609 6,044 58,427 — 968,080 INTERCOMPANY PAYABLES 84,068 1,259,413 854,518 (2,197,999 ) — OTHER LIABILITIES 48,424 76,036 14,135 (6,058 ) 132,537 LIABILITIES OF DISCONTINUED OPERATIONS NOT HELD FOR SALE — — 3,037 — 3,037 Total Liabilities 1,053,638 1,590,174 1,028,347 (2,197,426 ) 1,474,733 SHAREHOLDERS’ EQUITY 398,808 1,420,648 1,989,233 (3,409,881 ) 398,808 Total Liabilities and Shareholders’ Equity $ 1,452,446 $ 3,010,822 $ 3,017,580 $ (5,607,307 ) $ 1,873,541 |
Condensed Income Statement | CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Three Months Ended June 30, 2018 ($ in thousands) Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 431,997 $ 90,285 $ (5,732 ) $ 516,550 Cost of goods and services — 323,098 60,719 (6,059 ) 377,758 Gross profit — 108,899 29,566 327 138,792 Selling, general and administrative expenses 14,670 77,820 21,896 (92 ) 114,294 Income (loss) from operations (14,670 ) 31,079 7,670 419 24,498 Other income (expense) Interest income (expense), net (5,891 ) (2,282 ) (7,623 ) — (15,796 ) Other, net 108 (9,766 ) 10,420 (462 ) 300 Total other income (expense) (5,783 ) (12,048 ) 2,797 (462 ) (15,496 ) Income (loss) before taxes (20,453 ) 19,031 10,467 (43 ) 9,002 Provision (benefit) for income taxes (4,741 ) 21,046 12,939 (27,684 ) 1,560 Income (loss) before equity in net income of subsidiaries (15,712 ) (2,015 ) (2,472 ) 27,641 7,442 Equity in net income (loss) of subsidiaries 21,539 (5,307 ) (2,015 ) (14,217 ) — Income from continuing operations $ 5,827 $ (7,322 ) $ (4,487 ) $ 13,424 $ 7,442 Income from operations of discontinued businesses — (200 ) — — (200 ) Provision from income taxes — 1,415 — — 1,415 Income from discontinued operations — (1,615 ) — — (1,615 ) Net Income (loss) $ 5,827 $ (8,937 ) $ (4,487 ) $ 13,424 $ 5,827 Comprehensive income (loss) $ (2,978 ) $ 668 $ (14,092 ) $ 13,424 $ (2,978 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Three Months Ended June 30, 2017 ($ in thousands) Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 303,167 $ 61,676 $ (6,729 ) $ 358,114 Cost of goods and services — 225,566 41,836 (7,272 ) 260,130 Gross profit — 77,601 19,840 543 97,984 Selling, general and administrative expenses 7,038 57,566 16,044 (93 ) 80,555 Income (loss) from operations (7,038 ) 20,035 3,796 636 17,429 Other income (expense) Interest income (expense), net (3,266 ) (6,070 ) (3,326 ) — (12,662 ) Other, net 229 262 (75 ) (636 ) (220 ) Total other income (expense) (3,037 ) (5,808 ) (3,401 ) (636 ) (12,882 ) Income (loss) before taxes (10,075 ) 14,227 395 — 4,547 Provision (benefit) for income taxes (6,080 ) 5,562 613 — 95 Income (loss) before equity in net income of subsidiaries (3,995 ) 8,665 (218 ) — 4,452 Equity in net income (loss) of subsidiaries 13,549 (4,015 ) 8,665 (18,199 ) — Income (loss) from continuing operations 9,554 4,650 8,447 (18,199 ) 4,452 Income from operation of discontinued businesses — 5,033 1,991 — 7,024 Provision (benefit) from income taxes — 1,347 575 — 1,922 Income (loss) from discontinued operations — 3,685 1,417 — 5,102 Net Income (loss) $ 9,554 $ 8,335 $ 9,864 $ (18,199 ) $ 9,554 Comprehensive income (loss) $ 16,710 $ 15,899 $ 2,300 $ (18,199 ) $ 16,710 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Nine Months Ended June 30, 2018 ($ in thousands) Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 1,181,068 $ 272,714 $ (21,369 ) $ 1,432,413 Cost of goods and services — 891,498 182,125 (22,319 ) 1,051,304 Gross profit — 289,570 90,589 950 381,109 Selling, general and administrative expenses 32,021 216,750 75,282 (277 ) 323,776 Income (loss) from operations (32,021 ) 72,820 15,307 1,227 57,333 Other income (expense) Interest income (expense), net (18,626 ) (16,497 ) (13,359 ) — (48,482 ) Other, net 1,376 1,157 119 (1,386 ) 1,266 Total other income (expense) (17,250 ) (15,340 ) (13,240 ) (1,386 ) (47,216 ) Income (loss) before taxes (49,271 ) 57,480 2,067 (159 ) 10,117 Provision (benefit) for income taxes (44,601 ) 13,744 8,793 (43 ) (22,107 ) Income (loss) before equity in net income of subsidiaries (4,670 ) 43,736 (6,726 ) (116 ) 32,224 Equity in net income (loss) of subsidiaries 131,766 (65,666 ) 43,736 (109,836 ) — Income from continuing operations $ 127,096 $ (21,930 ) $ 37,010 $ (109,952 ) $ 32,224 Income from operations of discontinued businesses $ — $ 109,028 $ 15,614 $ — $ 124,642 Provision (benefit) from income taxes 31,856 (2,086 ) — 29,770 Income (loss) from discontinued operations $ — $ 77,172 $ 17,700 $ — $ 94,872 Net income (loss) $ 127,096 $ (21,930 ) $ 37,010 $ (109,952 ) $ 32,224 Comprehensive income (loss) $ 147,050 $ 36,634 $ 73,318 $ (109,952 ) $ 147,050 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Nine Months Ended June 30, 2017 ($ in thousands) Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 922,996 $ 194,985 $ (23,783 ) $ 1,094,198 Cost of goods and services — 694,670 130,778 (24,847 ) 800,601 Gross profit — 228,326 64,207 1,064 293,597 Selling, general and administrative expenses 20,759 171,171 49,720 (278 ) 241,372 Restructuring and other related charges — — — — — Total operating expenses 20,759 171,171 49,720 (278 ) 241,372 Income (loss) from operations (20,759 ) 57,155 14,487 1,342 52,225 Other income (expense) Interest income (expense), net (10,616 ) (18,093 ) (9,947 ) — (38,656 ) Other, net 172 1,263 (515 ) (1,342 ) (422 ) Total other income (expense) (10,444 ) (16,830 ) (10,462 ) (1,342 ) (39,078 ) Income (loss) before taxes (31,203 ) 40,325 4,025 — 13,147 Provision (benefit) for income taxes (16,643 ) 16,018 326 — (299 ) Income (loss) before equity in net income of subsidiaries (14,560 ) 24,307 3,699 — 13,446 Equity in net income (loss) of subsidiaries 41,423 (12,631 ) 24,307 (53,099 ) — Income from continuing operations $ 26,863 $ 11,676 $ 28,006 $ (53,099 ) $ 13,446 Income from operations of discontinued businesses — 13,826 7,813 — 21,639 Provision from income taxes — 3,987 4,235 — 8,222 Income from discontinued operations — 9,839 3,578 — 13,417 Net income (loss) $ 26,863 $ 21,515 $ 31,584 $ (53,099 ) $ 26,863 Comprehensive income (loss) $ 30,640 $ 23,651 $ 29,448 $ (53,099 ) $ 30,640 |
Condensed Cash Flow Statement | CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Nine Months Ended June 30, 2018 ($ in thousands) Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 127,096 $ 55,242 $ 54,710 $ (109,952 ) $ 127,096 Net (income) loss from discontinued operations — (77,172 ) (17,700 ) — (94,872 ) Net cash provided by (used in) operating activities: 309,342 (536,893 ) 230,342 — 2,791 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (455 ) (27,230 ) (5,463 ) — (33,148 ) Acquired businesses, net of cash acquired (368,937 ) (4,490 ) (56,118 ) — (429,545 ) Intercompany distributions — — — — — Proceeds from sale of investments — — — — — Proceeds from sale of business — 473,977 — — 473,977 Proceeds from sale of assets — 46 436 — 482 Net cash provided by investing activities (369,392 ) 442,303 (61,145 ) — 11,766 CASH FLOWS FROM FINANCING ACTIVITIES: Purchase of shares for treasury (45,588 ) — — — (45,588 ) Proceeds from long-term debt 411,718 2,232 5,695 — 419,645 Payments of long-term debt (223,998 ) (4,564 ) (33,469 ) — (262,031 ) Change in short-term borrowings — — — — — Share premium payment on settled debt — — — — — Financing costs (7,671 ) — — — (7,671 ) Purchase of ESOP shares — — — — — Dividends paid (46,816 ) — — — (46,816 ) Other, net (22,246 ) (19,855 ) 42,240 — 139 Net cash provided by (used in) financing activities 65,399 (22,187 ) 14,466 — 57,678 CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash used in discontinued operations — 127,312 (189,585 ) — (62,273 ) Effect of exchange rate changes on cash and equivalents — (131 ) 6,254 — 6,123 NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS 5,349 10,404 332 — 16,085 CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 3,240 8,066 36,375 — 47,681 CASH AND EQUIVALENTS AT END OF PERIOD $ 8,589 $ 18,470 $ 36,707 $ — $ 63,766 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Nine Months Ended June 30, 2017 ($ in thousands) Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 26,863 $ 21,515 $ 31,584 $ (53,099 ) $ 26,863 Net (income) loss from discontinued operations — (9,839 ) (3,578 ) — (13,417 ) Net cash provided by (used in) operating activities: (14,445 ) 29,754 14,586 (4,493 ) 25,402 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (12 ) (17,593 ) (4,970 ) — (22,575 ) Acquired businesses, net of cash acquired — — (6,051 ) — (6,051 ) Proceeds from sale of assets — 146 — — 146 Net cash provided by (used in) investing activities (12 ) (17,447 ) (11,021 ) — (28,480 ) CASH FLOWS FROM FINANCING ACTIVITIES: Purchase of shares for treasury (15,796 ) — — — (15,796 ) Proceeds from long-term debt 200,656 — 10,441 — 211,097 Payments of long-term debt (128,365 ) (940 ) (18,424 ) — (147,729 ) Share premium payment on settled debt (24,997 ) — — (24,997 ) Financing costs (363 ) — — — (363 ) Purchase of ESOP shares (10,908 ) — — — (10,908 ) Dividends paid (7,766 ) — — — (7,766 ) Other, net 16,710 (16,745 ) (4,570 ) 4,493 (112 ) Net cash provided by (used in) financing activities 29,171 (17,685 ) (12,553 ) 4,493 3,426 CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash used in discontinued operations — (10,764 ) 7,383 — (3,381 ) Effect of exchange rate changes on cash and equivalents — — (72 ) — (72 ) NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS 14,714 (16,142 ) (1,677 ) — (3,105 ) CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 6,517 27,692 38,344 — 72,553 CASH AND EQUIVALENTS AT END OF PERIOD $ 21,231 $ 11,550 $ 36,667 $ — $ 69,448 |
DESCRIPTION OF BUSINESS AND B40
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details) | Jun. 04, 2018USD ($) | Jun. 30, 2018segmentcompany | Feb. 06, 2018USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of operating segments | segment | 2 | ||
Number of companies | company | 3 | ||
Discontinued Operations, Held-for-sale [Member] | Plastics [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Consideration | $ 475,000,000 | ||
Clopay Plastic Products Company Inc. [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Business combination, consideration transferred | $ 180,000 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) $ / shares in Units, $ in Thousands | Jan. 17, 2017USD ($)shares | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($)shares | Jun. 30, 2018AUD ($) | Jun. 30, 2018USD ($)$ / shares | Jun. 30, 2018USD ($) | Sep. 30, 2017 |
Australian Dollar Forward Contract [Member] | |||||||
FAIR VALUE MEASUREMENTS (Details) [Line Items] | |||||||
Gains recorded in Other Income for settled contracts | $ 207,000 | $ 174,000 | |||||
Australian Dollar Forward Contract [Member] | Designated as Hedging Instrument [Member] | |||||||
FAIR VALUE MEASUREMENTS (Details) [Line Items] | |||||||
Contracts revenue | $ 8,500 | ||||||
Contracts weighted average rate price (in dollars per share) | $ / shares | $ 1.36 | ||||||
AOCI currency translation adjustment before tax | $ 864,000 | ||||||
AOCI currency translation adjustment after tax | $ 612,000 | ||||||
Australian Dollar Forward Contract [Member] | Designated as Hedging Instrument [Member] | Minimum [Member] | |||||||
FAIR VALUE MEASUREMENTS (Details) [Line Items] | |||||||
Foreign currency contracts duration | 30 years | 30 years | |||||
Australian Dollar Forward Contract [Member] | Designated as Hedging Instrument [Member] | Maximum [Member] | |||||||
FAIR VALUE MEASUREMENTS (Details) [Line Items] | |||||||
Foreign currency contracts duration | 88 days | 88 days | |||||
Canadian Dollar Forward Contracts [Member] | Not Designated as Hedging Instrument [Member] | |||||||
FAIR VALUE MEASUREMENTS (Details) [Line Items] | |||||||
Derivative asset, notional amount | $ 1,651 | ||||||
Derivative, average forward exchange rate | 1.31 | 1.31 | |||||
Canadian Dollar Forward Contracts [Member] | Not Designated as Hedging Instrument [Member] | Minimum [Member] | |||||||
FAIR VALUE MEASUREMENTS (Details) [Line Items] | |||||||
Foreign currency contracts duration | 30 days | 30 days | |||||
Canadian Dollar Forward Contracts [Member] | Not Designated as Hedging Instrument [Member] | Maximum [Member] | |||||||
FAIR VALUE MEASUREMENTS (Details) [Line Items] | |||||||
Foreign currency contracts duration | 88 days | 88 days | |||||
Fair Value, Inputs, Level 2 [Member] | |||||||
FAIR VALUE MEASUREMENTS (Details) [Line Items] | |||||||
Insurance contracts fair value | $ 2,948,000 | ||||||
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 | (11,000) | $ 81,000 | |||||
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 | $ 972,500,000 | ||||||
Convertible Notes 2017 [Member] | |||||||
FAIR VALUE MEASUREMENTS (Details) [Line Items] | |||||||
Debt instrument, interest rate, effective percentage | 4.00% | ||||||
Debt conversion, converted instrument, amount | $ 173,855,000 | $ 173,855,000 | |||||
Debt conversion, converted instrument, cash received | $ 125,000,000 | $ 125,000,000 | |||||
Debt conversion, converted instrument, shares issued | shares | 1,954,993 | 1,954,993 | |||||
Estimate of Fair Value Measurement [Member] | Fair Value, Inputs, Level 2 [Member] | |||||||
FAIR VALUE MEASUREMENTS (Details) [Line Items] | |||||||
Trading securities | 3,469,000 | ||||||
Portion at Other than Fair Value Measurement [Member] | Fair Value, Inputs, Level 2 [Member] | |||||||
FAIR VALUE MEASUREMENTS (Details) [Line Items] | |||||||
Trading securities | $ 3,086,000 | ||||||
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) | $ 31,000 | $ 11,000 |
ACQUISITIONS (Details)
ACQUISITIONS (Details) £ in Thousands, $ in Thousands, $ in Thousands | Jun. 04, 2018USD ($) | Feb. 13, 2018GBP (£) | Feb. 13, 2018USD ($) | Nov. 06, 2017USD ($) | Oct. 02, 2017USD ($) | Sep. 29, 2017AUD ($) | Sep. 29, 2017USD ($) | Jul. 31, 2017GBP (£) | Jul. 31, 2017USD ($) | Dec. 30, 2016AUD ($) | Dec. 30, 2016USD ($) | Feb. 14, 2016USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Sep. 29, 2017GBP (£) | Sep. 29, 2017AUD ($) | Jul. 31, 2017USD ($) | Feb. 27, 2014 |
Cornell Cookson [Member] | |||||||||||||||||||
ACQUISITIONS (Details) [Line Items] | |||||||||||||||||||
Business combination, consideration transferred | $ 180,000 | ||||||||||||||||||
Intangible assets | 36,000 | ||||||||||||||||||
Accounts receivable | $ 30,400 | ||||||||||||||||||
Kelkay [Member] | |||||||||||||||||||
ACQUISITIONS (Details) [Line Items] | |||||||||||||||||||
Business combination, consideration transferred | £ 40,452 | $ 56,118 | |||||||||||||||||
Intangible assets | 6,739 | ||||||||||||||||||
Accounts receivable and inventory | 8,894 | ||||||||||||||||||
Contingent consideration | 7,000 | ||||||||||||||||||
Land | $ 8,241 | ||||||||||||||||||
Harper Brush Works [Member] | |||||||||||||||||||
ACQUISITIONS (Details) [Line Items] | |||||||||||||||||||
Business combination, consideration transferred | $ 4,383 | ||||||||||||||||||
Intangible assets | $ 2,300 | ||||||||||||||||||
ClosetMaid LLC [Member] | |||||||||||||||||||
ACQUISITIONS (Details) [Line Items] | |||||||||||||||||||
Business combination, consideration transferred | $ 185,700 | ||||||||||||||||||
Accounting adjustment, removal of restructuring costs | $ 700 | ||||||||||||||||||
Tax effect of the adjustments | 57.50% | 47.00% | |||||||||||||||||
Intangible assets | 74,580 | ||||||||||||||||||
Accounts receivable | 32,234 | ||||||||||||||||||
Tuscan Landscape Group Pty LTS [Member] | |||||||||||||||||||
ACQUISITIONS (Details) [Line Items] | |||||||||||||||||||
Intangible assets | $ 6,400 | $ 3,900 | |||||||||||||||||
Accounts receivable | $ 7,900 | ||||||||||||||||||
Tuscan Landscape Group Pty LTS [Member] | AMES Australia [Member] | |||||||||||||||||||
ACQUISITIONS (Details) [Line Items] | |||||||||||||||||||
Business combination, consideration transferred | $ 22,250 | $ 18,000 | |||||||||||||||||
La Hacienda Limited [Member] | |||||||||||||||||||
ACQUISITIONS (Details) [Line Items] | |||||||||||||||||||
Intangible assets | £ | £ 3,100 | ||||||||||||||||||
Accounts receivable | £ | £ 4,200 | ||||||||||||||||||
La Hacienda Limited [Member] | The AMES Companies, Inc. [Member] | |||||||||||||||||||
ACQUISITIONS (Details) [Line Items] | |||||||||||||||||||
Business combination, consideration transferred | 8,575 | $ 10,610 | |||||||||||||||||
Contingent consideration | £ 790 | $ 600 | |||||||||||||||||
Hills Home Living [Member] | |||||||||||||||||||
ACQUISITIONS (Details) [Line Items] | |||||||||||||||||||
Business combination, consideration transferred | 8,400 | $ 6,051 | |||||||||||||||||
Nylex Plastics Pty Ltd. [Member] | |||||||||||||||||||
ACQUISITIONS (Details) [Line Items] | |||||||||||||||||||
Business combination, consideration transferred | $ 2,452 | ||||||||||||||||||
Nylex Plastics Pty Ltd. [Member] | The AMES Companies, Inc. [Member] | |||||||||||||||||||
ACQUISITIONS (Details) [Line Items] | |||||||||||||||||||
Business combination, consideration transferred | $ 1,744 | ||||||||||||||||||
Senior Notes [Member] | Senior Notes 2022 [Member] | |||||||||||||||||||
ACQUISITIONS (Details) [Line Items] | |||||||||||||||||||
Proceeds from issuance of debt | $ 275,000 | ||||||||||||||||||
Senior Notes [Member] | Senior Notes 2022 [Member] | Cornell Cookson [Member] | |||||||||||||||||||
ACQUISITIONS (Details) [Line Items] | |||||||||||||||||||
Proceeds from issuance of debt | $ 3,598 | ||||||||||||||||||
Senior Notes [Member] | Senior Notes 2022 [Member] | ClosetMaid LLC [Member] | |||||||||||||||||||
ACQUISITIONS (Details) [Line Items] | |||||||||||||||||||
Proceeds from issuance of debt | $ 275,000 | ||||||||||||||||||
Senior Notes 2022 [Member] | |||||||||||||||||||
ACQUISITIONS (Details) [Line Items] | |||||||||||||||||||
Debt instrument, interest rate, stated percentage | 5.25% | 5.25% | |||||||||||||||||
Senior Notes 2022 [Member] | ClosetMaid LLC [Member] | |||||||||||||||||||
ACQUISITIONS (Details) [Line Items] | |||||||||||||||||||
Debt instrument, interest rate, stated percentage | 5.25% | ||||||||||||||||||
Selling, general and administrative expense [Member] | ClosetMaid LLC [Member] | |||||||||||||||||||
ACQUISITIONS (Details) [Line Items] | |||||||||||||||||||
Acquisition related costs | $ 6,097 | ||||||||||||||||||
Cost of Goods Sold [Member] | ClosetMaid LLC [Member] | |||||||||||||||||||
ACQUISITIONS (Details) [Line Items] | |||||||||||||||||||
Acquisition related costs | $ 1,500 |
ACQUISITIONS ACQUISITIONS - Ass
ACQUISITIONS ACQUISITIONS - Assets Acquired and Liabilities Assumed Cornell Cookson (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 04, 2018 | Sep. 30, 2017 |
Business Acquisition [Line Items] | |||
Goodwill | $ 502,055 | $ 319,139 | |
Cornell Cookson [Member] | |||
Business Acquisition [Line Items] | |||
Accounts receivable | $ 30,400 | ||
Inventories | 12,586 | ||
Property, plant and equipment | 35,226 | ||
Goodwill | 81,634 | ||
Intangible assets | 36,000 | ||
Other current and non-current assets | 2,541 | ||
Total assets acquired | 198,387 | ||
Accounts payable and accrued liabilities | 12,000 | ||
Long-term liabilities | 680 | ||
Total liabilities assumed | 12,680 | ||
Total | 185,707 | ||
Receivables Gross | 30,818 | ||
Allowance For Accounts Receivable | $ 418 |
ACQUISITIONS ACQUISITIONS - Pro
ACQUISITIONS ACQUISITIONS - Pro Forma (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Jun. 30, 2017 | Jun. 30, 2017 | |
Business Combinations [Abstract] | ||
Revenue | $ 433,625 | $ 1,322,110 |
Income from continuing operations | $ 3,630 | $ 13,268 |
ACQUISITIONS (Details) - Summar
ACQUISITIONS (Details) - Summary of Fair Values of Assets Acquired - USD ($) $ in Thousands | Jun. 30, 2018 | Oct. 02, 2017 | Sep. 30, 2017 |
Business Acquisition [Line Items] | |||
Goodwill | $ 502,055 | $ 319,139 | |
ClosetMaid LLC [Member] | |||
Business Acquisition [Line Items] | |||
Accounts receivable | $ 32,234 | ||
Inventories | 28,411 | ||
Property, plant and equipment | 48,072 | ||
Goodwill | 69,551 | ||
Intangible assets | 74,580 | ||
Other current and non-current assets | 3,852 | ||
Total assets acquired | 256,700 | ||
Accounts payable and accrued liabilities | 68,251 | ||
Long-term liabilities | 2,720 | ||
Total liabilities assumed | 70,971 | ||
Total | 185,729 | ||
Receivables Gross | 32,956 | ||
Allowance For Accounts Receivable | 722 | ||
Inventory Step-Up | $ 1,500 |
ACQUISITIONS (Details) - Summ46
ACQUISITIONS (Details) - Summary of Goodwill and Intangible Asset Classifications - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Jun. 30, 2018 | Oct. 02, 2017 | |
Business Acquisition [Line Items] | |||
Goodwill | $ 319,139 | $ 502,055 | |
ClosetMaid LLC [Member] | |||
Business Acquisition [Line Items] | |||
Goodwill | $ 69,551 | ||
Indefinite-lived intangibles | 47,740 | ||
Definite-lived intangibles | 26,840 | ||
Total goodwill and intangible assets | $ 144,131 | ||
Average Life (Years) | 21 years |
INVENTORIES (Details) - Summary
INVENTORIES (Details) - Summary of Inventories Stated at Lower Cost - USD ($) $ in Thousands | Jun. 30, 2018 | Sep. 30, 2017 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 91,400 | $ 67,990 |
Work in process | 88,261 | 78,846 |
Finished goods | 216,152 | 152,601 |
Total | $ 395,813 | $ 299,437 |
PROPERTY, PLANT AND EQUIPMENT48
PROPERTY, PLANT AND EQUIPMENT (Details) - Summary of Property Plant and Equipment - USD ($) $ in Thousands | Jun. 30, 2018 | Sep. 30, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | $ 729,660 | $ 576,977 |
Accumulated depreciation and amortization | (404,582) | (344,842) |
Total | 325,078 | 232,135 |
Land, building and building improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | 129,905 | 71,764 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | 550,714 | 462,173 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | $ 49,041 | $ 43,040 |
PROPERTY, PLANT AND EQUIPMENT49
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization expense | $ 11,738 | $ 10,528 | $ 33,970 | $ 31,379 |
Selling, general and administrative expense [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization expense | $ 4,171 | $ 3,332 | $ 11,747 | $ 9,622 |
GOODWILL AND OTHER INTANGIBLE50
GOODWILL AND OTHER INTANGIBLES (Details) - Summary of Changes in Carrying Value of Goodwill $ in Thousands | 9 Months Ended |
Jun. 30, 2018USD ($) | |
Goodwill [Roll Forward] | |
September 30, 2017 | $ 319,139 |
Goodwill from acquisitions | 185,405 |
Other adjustments including currency translations | (2,489) |
June 30, 2018 | 502,055 |
Home & Building Products [Member] | |
Goodwill [Roll Forward] | |
September 30, 2017 | 300,594 |
Goodwill from acquisitions | 185,405 |
Other adjustments including currency translations | (2,489) |
June 30, 2018 | 483,510 |
Telephonics [Member] | |
Goodwill [Roll Forward] | |
September 30, 2017 | 18,545 |
Goodwill from acquisitions | 0 |
Other adjustments including currency translations | 0 |
June 30, 2018 | $ 18,545 |
GOODWILL AND OTHER INTANGIBLE51
GOODWILL AND OTHER INTANGIBLES (Details) - Summary of Gross Carrying Value and Accumulated Amortization of Intangible Assets - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 30, 2018 | Sep. 30, 2017 | |
GOODWILL AND OTHER INTANGIBLES (Details) - Summary of Gross Carrying Value and Accumulated Amortization of Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 218,045 | $ 158,218 |
Accumulated Amortization | 53,449 | 48,140 |
Trademarks | 152,360 | 95,049 |
Total intangible assets | 370,405 | 253,267 |
Customer relationships [Member] | ||
GOODWILL AND OTHER INTANGIBLES (Details) - Summary of Gross Carrying Value and Accumulated Amortization of Intangible Assets [Line Items] | ||
Gross Carrying Amount | 200,835 | 152,025 |
Accumulated Amortization | $ 47,583 | 43,421 |
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 | $ 17,210 | 6,193 |
Accumulated Amortization | $ 5,866 | $ 4,719 |
Average Life (Years) | 12 years 6 months |
GOODWILL AND OTHER INTANGIBLE52
GOODWILL AND OTHER INTANGIBLES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of Intangible Assets | $ 2,309 | $ 1,694 | $ 6,348 | $ 4,977 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Sep. 30, 2018 |
Income Tax Contingency [Line Items] | ||||||
Federal statutory income tax rate,percent | 33.90% | 57.50% | ||||
Deferred tax liability revaluation | $ 24,080 | $ 23,941 | ||||
Provision (benefit) from income taxes | $ 1,560 | $ 95 | (22,107) | (299) | ||
Income (loss) before taxes from continuing operations | 9,002 | 4,547 | 10,117 | 13,147 | ||
Acquisition related costs | 3,598 | 7,597 | ||||
Acquisition related costs net of tax | 2,320 | 5,046 | ||||
Special dividend ESOP charges, net of tax | 2,125 | |||||
Secondary equity offering costs | (1,205) | 0 | (1,205) | 0 | ||
Secondary equity offering costs, net of tax | 795 | |||||
Other adjustments | 1,430 | 2,522 | ||||
Life insurance amounts | 3,220 | |||||
Life insurance related costs, net of tax | 2,125 | |||||
Pension settlement | $ (13,715) | |||||
Pension settlement, net of tax | $ 248 | |||||
Discrete benefits | $ 6,478 | |||||
Effective income tax rate reconciliation, nondeductible provision (benefit) percent | 33.90% | 47.00% | ||||
Scenario, Forecast [Member] | ||||||
Income Tax Contingency [Line Items] | ||||||
Federal statutory income tax rate,percent | 24.50% | |||||
Continuing Operations [Member] | ||||||
Income Tax Contingency [Line Items] | ||||||
Special Dividend ESOP Charges | 3,220 | 0 | $ 3,220 | $ 0 | ||
Secondary equity offering costs | (1,205) | (1,205) | ||||
Postretirement Life Insurance [Member] | Continuing Operations [Member] | ||||||
Income Tax Contingency [Line Items] | ||||||
Income (loss) before taxes from continuing operations | 9,002 | 4,547 | 10,117 | 13,147 | ||
Pension settlement | $ 0 | $ 0 | $ 2,614 | $ 0 |
LONG-TERM DEBT (Details) - Summ
LONG-TERM DEBT (Details) - Summary of Long-Term Debt - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Sep. 30, 2017 | |
Debt Instrument [Line Items] | |||||
Outstanding Balance | $ 1,150,311 | $ 1,150,311 | $ 992,401 | ||
Debt Instrument, Unamortized Premium | 1,308 | 1,308 | |||
less: Current portion, Outstanding Balance | (10,739) | (10,739) | (11,078) | ||
Debt Instrument, Unamortized Premium, Current | 0 | 0 | |||
Long-term debt, Outstanding Balance | 1,139,572 | 1,139,572 | 981,323 | ||
Debt Instrument, Unamortized Premium, Noncurrent | 1,308 | 1,308 | |||
Original Issuer Discount | (1,177) | ||||
less: Current portion, Original Issuer Discount | 0 | ||||
Long-term debt, Original Issuer Discount | (1,177) | ||||
Capitalized Fees & Expenses | (15,899) | (15,899) | (12,066) | ||
Long-term debt | 1,135,720 | 1,135,720 | 979,158 | ||
less: Current portion | (10,739) | (10,739) | (11,078) | ||
Long-term debt | 1,124,981 | 1,124,981 | 968,080 | ||
Interest Paid | (15,103) | $ (11,784) | (45,994) | $ (34,920) | |
Amortization of Debt Discount (Premium) | (67) | (67) | (202) | (1,450) | |
Amortization of Debt Issuance Costs | 1,158 | 828 | 3,777 | 2,324 | |
Interest Expense, Debt | $ (16,328) | $ (12,679) | $ (49,973) | $ (38,694) | |
Senior notes due 2022 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate During Period | 5.70% | 5.50% | 5.70% | 5.60% | |
Outstanding Balance | $ 1,000,000 | $ 1,000,000 | 725,000 | ||
Debt Instrument, Unamortized Premium | 1,308 | 1,308 | |||
Original Issuer Discount | (1,177) | ||||
Capitalized Fees & Expenses | (13,932) | (13,932) | (9,220) | ||
Long-term debt | $ 987,376 | $ 987,376 | $ 714,603 | ||
Coupon Interest Rate | 5.25% | 5.25% | 5.25% | ||
Interest Paid | $ (13,125) | $ (9,516) | $ (39,375) | $ (28,547) | |
Amortization of Debt Discount (Premium) | (67) | (67) | (202) | (202) | |
Amortization of Debt Issuance Costs | 957 | 462 | 2,839 | 1,396 | |
Interest Expense, Debt | (14,149) | (10,045) | (42,416) | (30,145) | |
Revolver due 2021 [Member] | |||||
Debt Instrument [Line Items] | |||||
Outstanding Balance | 69,912 | 69,912 | $ 144,216 | ||
Debt Instrument, Unamortized Premium | 0 | 0 | |||
Original Issuer Discount | 0 | ||||
Capitalized Fees & Expenses | (1,556) | (1,556) | (1,951) | ||
Long-term debt | 68,356 | 68,356 | 142,265 | ||
Interest Paid | (1,239) | (1,629) | (3,517) | (3,280) | |
Amortization of Debt Discount (Premium) | 0 | 0 | 0 | 0 | |
Amortization of Debt Issuance Costs | 141 | 140 | 422 | 422 | |
Interest Expense, Debt | (1,380) | $ (1,769) | (3,939) | $ (3,702) | |
Real estate mortgages [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate During Period | 2.40% | 2.40% | |||
Outstanding Balance | 0 | 0 | 23,642 | ||
Debt Instrument, Unamortized Premium | 0 | 0 | |||
Original Issuer Discount | 0 | ||||
Capitalized Fees & Expenses | 0 | 0 | (320) | ||
Long-term debt | 0 | 0 | 23,322 | ||
Interest Paid | 0 | $ (142) | (351) | $ (420) | |
Amortization of Debt Discount (Premium) | 0 | 0 | 0 | 0 | |
Amortization of Debt Issuance Costs | 0 | 46 | 320 | 56 | |
Interest Expense, Debt | $ 0 | $ (188) | $ (671) | $ (476) | |
ESOP Loans [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate During Period | 5.50% | 3.30% | 4.70% | 4.10% | |
Outstanding Balance | $ 35,263 | $ 35,263 | 42,675 | ||
Debt Instrument, Unamortized Premium | 0 | 0 | |||
Original Issuer Discount | 0 | ||||
Capitalized Fees & Expenses | (217) | (217) | (310) | ||
Long-term debt | 35,046 | 35,046 | 42,365 | ||
Interest Paid | (472) | $ (414) | (1,327) | $ (1,147) | |
Amortization of Debt Discount (Premium) | 0 | 0 | 0 | 0 | |
Amortization of Debt Issuance Costs | 31 | 29 | 93 | 94 | |
Interest Expense, Debt | $ (503) | $ (443) | $ (1,420) | $ (1,241) | |
Capital lease - real estate [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate During Period | 5.60% | 5.40% | 5.50% | 5.40% | |
Outstanding Balance | $ 8,248 | $ 8,248 | 5,312 | ||
Debt Instrument, Unamortized Premium | 0 | 0 | |||
Original Issuer Discount | 0 | ||||
Capitalized Fees & Expenses | (86) | (86) | (105) | ||
Long-term debt | $ 8,162 | $ 8,162 | $ 5,207 | ||
Coupon Interest Rate | 5.00% | 5.00% | 5.00% | ||
Interest Paid | $ (42) | $ (72) | $ (533) | $ (227) | |
Amortization of Debt Discount (Premium) | 0 | 0 | 0 | 0 | |
Amortization of Debt Issuance Costs | 6 | 7 | 19 | 19 | |
Interest Expense, Debt | (48) | (79) | (552) | (246) | |
Non U.S. lines of credit [Member] | |||||
Debt Instrument [Line Items] | |||||
Outstanding Balance | 0 | 0 | $ 9,402 | ||
Debt Instrument, Unamortized Premium | 0 | 0 | |||
Original Issuer Discount | 0 | ||||
Capitalized Fees & Expenses | (19) | (19) | (31) | ||
Long-term debt | (19) | (19) | 9,371 | ||
Interest Paid | (22) | (45) | (33) | (70) | |
Amortization of Debt Discount (Premium) | 0 | 0 | 0 | 0 | |
Amortization of Debt Issuance Costs | 4 | 75 | 11 | 85 | |
Interest Expense, Debt | (26) | (120) | (44) | (155) | |
Non U.S. term loans [Member] | |||||
Debt Instrument [Line Items] | |||||
Outstanding Balance | 30,953 | 30,953 | 35,943 | ||
Debt Instrument, Unamortized Premium | 0 | 0 | |||
Original Issuer Discount | 0 | ||||
Capitalized Fees & Expenses | (69) | (69) | (108) | ||
Long-term debt | 30,884 | 30,884 | 35,835 | ||
Interest Paid | (338) | (102) | (1,002) | (560) | |
Amortization of Debt Discount (Premium) | 0 | 0 | 0 | 0 | |
Amortization of Debt Issuance Costs | 18 | 68 | 69 | 97 | |
Interest Expense, Debt | (356) | (170) | (1,071) | (657) | |
Other long term debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Outstanding Balance | 5,935 | 5,935 | 6,211 | ||
Debt Instrument, Unamortized Premium | 0 | 0 | |||
Original Issuer Discount | 0 | ||||
Capitalized Fees & Expenses | (20) | (20) | (21) | ||
Long-term debt | 5,915 | 5,915 | $ 6,190 | ||
Interest Paid | (33) | (64) | (262) | (186) | |
Amortization of Debt Discount (Premium) | 0 | 0 | 0 | 0 | |
Amortization of Debt Issuance Costs | 1 | 1 | 4 | 7 | |
Interest Expense, Debt | (34) | (65) | (266) | $ (193) | |
Convert. debt due 2017 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate During Period | 8.90% | ||||
Interest Paid | 0 | $ (1,167) | |||
Amortization of Debt Discount (Premium) | 0 | (1,248) | |||
Amortization of Debt Issuance Costs | 0 | 148 | |||
Interest Expense, Debt | 0 | (2,563) | |||
Capitalized Interest [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest Paid | (168) | (200) | (406) | (684) | |
Amortization of Debt Discount (Premium) | 0 | 0 | 0 | 0 | |
Amortization of Debt Issuance Costs | 0 | 0 | 0 | 0 | |
Interest Expense, Debt | $ (168) | $ (200) | $ (406) | $ (684) | |
Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Coupon Interest Rate | 3.85% | 3.85% |
LONG-TERM DEBT (Details) - Su55
LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||||
Cash Interest | $ 15,103 | $ 11,784 | $ 45,994 | $ 34,920 |
Amort. Debt Discount | 67 | 67 | 202 | 1,450 |
Amort. Deferred Cost & Other Fees | 1,158 | 828 | 3,777 | 2,324 |
Total Interest Expense | $ 16,328 | $ 12,679 | $ 49,973 | $ 38,694 |
Senior notes due 2022 [Member] | ||||
LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||||
Effective Interest Rate | 5.70% | 5.50% | 5.70% | 5.60% |
Cash Interest | $ 13,125 | $ 9,516 | $ 39,375 | $ 28,547 |
Amort. Debt Discount | 67 | 67 | 202 | 202 |
Amort. Deferred Cost & Other Fees | 957 | 462 | 2,839 | 1,396 |
Total Interest Expense | 14,149 | 10,045 | 42,416 | 30,145 |
Revolver due 2021 [Member] | ||||
LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||||
Cash Interest | 1,239 | 1,629 | 3,517 | 3,280 |
Amort. Debt Discount | 0 | 0 | 0 | 0 |
Amort. Deferred Cost & Other Fees | 141 | 140 | 422 | 422 |
Total Interest Expense | 1,380 | $ 1,769 | 3,939 | $ 3,702 |
Convert. debt due 2017 [Member] | ||||
LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||||
Effective Interest Rate | 8.90% | |||
Cash Interest | 0 | $ 1,167 | ||
Amort. Debt Discount | 0 | 1,248 | ||
Amort. Deferred Cost & Other Fees | 0 | 148 | ||
Total Interest Expense | 0 | $ 2,563 | ||
Real estate mortgages [Member] | ||||
LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||||
Effective Interest Rate | 2.40% | 2.40% | ||
Cash Interest | 0 | $ 142 | 351 | $ 420 |
Amort. Debt Discount | 0 | 0 | 0 | 0 |
Amort. Deferred Cost & Other Fees | 0 | 46 | 320 | 56 |
Total Interest Expense | $ 0 | $ 188 | $ 671 | $ 476 |
ESOP Loans [Member] | ||||
LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||||
Effective Interest Rate | 5.50% | 3.30% | 4.70% | 4.10% |
Cash Interest | $ 472 | $ 414 | $ 1,327 | $ 1,147 |
Amort. Debt Discount | 0 | 0 | 0 | 0 |
Amort. Deferred Cost & Other Fees | 31 | 29 | 93 | 94 |
Total Interest Expense | $ 503 | $ 443 | $ 1,420 | $ 1,241 |
Capital lease - real estate [Member] | ||||
LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||||
Effective Interest Rate | 5.60% | 5.40% | 5.50% | 5.40% |
Cash Interest | $ 42 | $ 72 | $ 533 | $ 227 |
Amort. Debt Discount | 0 | 0 | 0 | 0 |
Amort. Deferred Cost & Other Fees | 6 | 7 | 19 | 19 |
Total Interest Expense | 48 | 79 | 552 | 246 |
Non U.S. lines of credit [Member] | ||||
LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||||
Cash Interest | 22 | 45 | 33 | 70 |
Amort. Debt Discount | 0 | 0 | 0 | 0 |
Amort. Deferred Cost & Other Fees | 4 | 75 | 11 | 85 |
Total Interest Expense | 26 | 120 | 44 | 155 |
Non U.S. term loans [Member] | ||||
LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||||
Cash Interest | 338 | 102 | 1,002 | 560 |
Amort. Debt Discount | 0 | 0 | 0 | 0 |
Amort. Deferred Cost & Other Fees | 18 | 68 | 69 | 97 |
Total Interest Expense | 356 | 170 | 1,071 | 657 |
Other long term debt [Member] | ||||
LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||||
Cash Interest | 33 | 64 | 262 | 186 |
Amort. Debt Discount | 0 | 0 | 0 | 0 |
Amort. Deferred Cost & Other Fees | 1 | 1 | 4 | 7 |
Total Interest Expense | 34 | 65 | 266 | 193 |
Capitalized interest [Member] | ||||
LONG-TERM DEBT (Details) - Summary of Interest Expense Incurred [Line Items] | ||||
Cash Interest | 168 | 200 | 406 | 684 |
Amort. Debt Discount | 0 | 0 | 0 | 0 |
Amort. Deferred Cost & Other Fees | 0 | 0 | 0 | 0 |
Total Interest Expense | $ 168 | $ 200 | $ 406 | $ 684 |
LONG-TERM DEBT (Details) - Narr
LONG-TERM DEBT (Details) - Narrative $ / shares in Units, $ in Thousands | Oct. 02, 2017USD ($) | Jan. 17, 2017USD ($)shares | Oct. 01, 2016USD ($) | Jul. 14, 2016USD ($) | Mar. 22, 2016USD ($) | Jul. 31, 2018GBP (£) | Aug. 31, 2016USD ($) | Jul. 31, 2016USD ($) | Nov. 30, 2012CAD ($) | Jun. 30, 2018AUD ($) | Jun. 30, 2017USD ($)shares | Jun. 30, 2018USD ($)option | Sep. 30, 2017USD ($)$ / sharesshares | Sep. 30, 2016USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2018CAD ($) | Dec. 18, 2017USD ($) | Sep. 30, 2017AUD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017AUD ($) | Jul. 31, 2016AUD ($)loan | May 18, 2016USD ($) | Mar. 31, 2016USD ($) | Sep. 30, 2015USD ($) | Feb. 27, 2014USD ($) | Feb. 14, 2014USD ($) | Oct. 21, 2013property | Dec. 21, 2009USD ($) |
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Capitalized Fees & Expenses | $ 15,899,000 | $ 12,066,000 | ||||||||||||||||||||||||||
Long-term debt | 1,135,720,000 | 979,158,000 | ||||||||||||||||||||||||||
Face amount | $ 35,092,000 | $ 8,000,000 | $ 32,280,000 | |||||||||||||||||||||||||
Underwriting fees and other expense capitalized | $ 10,313,000 | |||||||||||||||||||||||||||
Maximum percentage of equity interest of subsidiaries borrowings guaranteed | 65.00% | |||||||||||||||||||||||||||
Long-term line of credit | 15,166,000 | |||||||||||||||||||||||||||
Number of properties refinanced | property | 4 | |||||||||||||||||||||||||||
Amount of line note available to purchase common stock in open market | $ 10,908,000 | |||||||||||||||||||||||||||
Stock issued during period, shares, employee stock ownership plan (in shares) | shares | 621,875 | |||||||||||||||||||||||||||
Shares purchased for award value | $ 10,908,000 | |||||||||||||||||||||||||||
Weighted average purchase price of shares purchased | $ / shares | $ 17.54 | |||||||||||||||||||||||||||
Basis spread on variable rate | 1.30% | 1.30% | ||||||||||||||||||||||||||
Number of option to extend | option | 2 | |||||||||||||||||||||||||||
Lease renewal term | 5 years | |||||||||||||||||||||||||||
Convert. debt due 2017 [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 4.00% | |||||||||||||||||||||||||||
Face amount | $ 100,000,000 | |||||||||||||||||||||||||||
Non U.S. lines of credit [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Capitalized Fees & Expenses | 19,000 | 31,000 | ||||||||||||||||||||||||||
Long-term debt | (19,000) | 9,371,000 | ||||||||||||||||||||||||||
Proceeds from long-term lines of credit | $ 15,000 | $ 11,282,000 | ||||||||||||||||||||||||||
Long-term line of credit | 0 | |||||||||||||||||||||||||||
Remaining borrowing capacity | 11,282,000 | $ 15,000 | ||||||||||||||||||||||||||
Mortgages [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Basis spread on variable rate | 1.50% | |||||||||||||||||||||||||||
Senior Notes [Member] | Senior Notes 2022 [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Proceeds from issuance of debt | $ 275,000,000 | |||||||||||||||||||||||||||
Long-term debt | 1,000,000,000 | |||||||||||||||||||||||||||
Senior Notes [Member] | Senior Notes due 2022, May 2016 Add-On Issuance [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt issuance costs, net | 3,016,000 | |||||||||||||||||||||||||||
Issuance price, percentage | 101.00% | 98.76% | ||||||||||||||||||||||||||
Face amount | $ 125,000,000 | |||||||||||||||||||||||||||
Senior Notes 2022 [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Capitalized Fees & Expenses | $ 8,472,000 | |||||||||||||||||||||||||||
Senior Notes 2022 [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Capitalized Fees & Expenses | 13,932,000 | 9,220,000 | ||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 5.25% | 5.25% | ||||||||||||||||||||||||||
Long-term debt | $ 987,376,000 | $ 714,603,000 | ||||||||||||||||||||||||||
Face amount | $ 600,000,000 | |||||||||||||||||||||||||||
Debt conversion, original debt, amount | $ 125,000,000 | |||||||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 5.25% | 5.25% | 5.25% | 5.25% | 5.25% | |||||||||||||||||||||||
Revolver due 2019 [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Line of credit facility, current borrowing capacity | $ 250,000,000 | |||||||||||||||||||||||||||
Revolver Due 2020 [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Line of credit facility, current borrowing capacity | $ 350,000,000 | |||||||||||||||||||||||||||
Convertible Notes 2017 [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 173,855,000 | $ 173,855,000 | ||||||||||||||||||||||||||
Debt conversion, converted instrument, cash received | 125,000,000 | $ 125,000,000 | ||||||||||||||||||||||||||
Issuance of treasury stock in settlement of convertible debt | $ 48,858,000 | |||||||||||||||||||||||||||
Debt conversion, converted instrument, shares issued | shares | 1,954,993 | 1,954,993 | ||||||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 4.00% | |||||||||||||||||||||||||||
Real estate mortgages [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Capitalized Fees & Expenses | $ 0 | $ 320,000 | ||||||||||||||||||||||||||
Long-term debt | 0 | 23,322,000 | ||||||||||||||||||||||||||
Debt instrument, description of variable rate basis | The loans had an interest rate of LIBOR plus 1.50% | |||||||||||||||||||||||||||
Basis spread on variable rate | 2.25% | |||||||||||||||||||||||||||
ESOP Loans [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Capitalized Fees & Expenses | 217,000 | 310,000 | ||||||||||||||||||||||||||
Long-term debt | 35,046,000 | 42,365,000 | ||||||||||||||||||||||||||
Basis spread on variable rate | 2.50% | |||||||||||||||||||||||||||
Debt instrument, periodic payment, principal | $ 569,000 | |||||||||||||||||||||||||||
Capital lease - real estate [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Capitalized Fees & Expenses | 86,000 | 105,000 | ||||||||||||||||||||||||||
Long-term debt | $ 8,162,000 | $ 5,207,000 | ||||||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 5.00% | 5.00% | 5.00% | 5.00% | 5.00% | |||||||||||||||||||||||
Medium-term Notes [Member] | Term Loan Due 2019 [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Periodic payment terms, balloon payment to be paid | $ 37,125,000 | |||||||||||||||||||||||||||
Number of loans refinanced with new debt instrument | loan | 2 | |||||||||||||||||||||||||||
Revolver Due 2013 [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Basis spread on variable rate | 1.75% | 1.75% | ||||||||||||||||||||||||||
Fair Value, Inputs, Level 1 [Member] | Senior Notes 2022 [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Convertible debt, fair value disclosures | $ 972,500,000 | |||||||||||||||||||||||||||
Libor Rate [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Line of credit facility, interest rate during period | 2.75% | |||||||||||||||||||||||||||
Libor Rate [Member] | Non U.S. lines of credit [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Interest rate at period end | 3.63% | 3.63% | 3.63% | |||||||||||||||||||||||||
Bankers Acceptance Rate [Member] | Non U.S. lines of credit [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Interest rate at period end | 3.00% | 3.00% | 3.00% | |||||||||||||||||||||||||
Revolving Credit Facility [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Long-term line of credit | $ 0 | |||||||||||||||||||||||||||
Maximum borrowing capacity | $ 20,000,000 | 14,696,000 | ||||||||||||||||||||||||||
Revolving Credit Facility [Member] | Revolving Facility, June 2017 [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Maximum borrowing capacity | $ 20,000 | $ 10,000,000 | ||||||||||||||||||||||||||
Revolver due 2019 [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Long-term line of credit | 69,912,000 | |||||||||||||||||||||||||||
Remaining borrowing capacity | $ 264,922,000 | |||||||||||||||||||||||||||
Revolver due 2019 [Member] | Letter Of Credit Subfacility [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Line of credit facility, current borrowing capacity | $ 50,000,000 | |||||||||||||||||||||||||||
Revolver due 2019 [Member] | Multicurrency Subfacility [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Line of credit facility, current borrowing capacity | $ 50,000,000 | |||||||||||||||||||||||||||
Revolver due 2019 [Member] | Margin Rate [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Line of credit facility, interest rate during period | 1.75% | |||||||||||||||||||||||||||
Secured Debt [Member] | Invoice Discounting Arrangement [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Interest rate at period end | 2.50% | 2.50% | 2.50% | |||||||||||||||||||||||||
Term Loan [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 3.85% | 3.85% | 3.85% | |||||||||||||||||||||||||
London Interbank Offered Rate (LIBOR) [Member] | ESOP Loan July 2014 [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Basis spread on variable rate | 2.50% | |||||||||||||||||||||||||||
Sterling Base Rate [Member] | Secured Debt [Member] | Invoice Discounting Arrangement [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Basis spread on variable rate | 2.00% | |||||||||||||||||||||||||||
Long-term Line of Credit, Noncurrent | $ 0 | |||||||||||||||||||||||||||
Northcote Holdings Pty. Ltd [Member] | Non U.S. lines of credit [Member] | Line of Credit One [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Basis spread on variable rate | 2.00% | |||||||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 3.93% | 3.93% | 3.93% | |||||||||||||||||||||||||
Northcote Holdings Pty. Ltd [Member] | Term Loan May 2014 [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Face amount | 10,000,000 | |||||||||||||||||||||||||||
Debt instrument, periodic payment, principal | $ 1,250,000 | |||||||||||||||||||||||||||
Maximum borrowing capacity | $ 5,000,000 | |||||||||||||||||||||||||||
Maximum borrowing capacity increase | $ 15,000,000 | |||||||||||||||||||||||||||
Northcote Holdings Pty. Ltd [Member] | Term Loan December 2013 and May 2014 [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Long-term line of credit | $ 42,125,000 | $ 30,953,000 | ||||||||||||||||||||||||||
Basis spread on variable rate | 2.00% | |||||||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 4.16% | 4.16% | 4.16% | |||||||||||||||||||||||||
Northcote Holdings Pty. Ltd [Member] | Term Loan [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Face amount | $ 30,000,000 | |||||||||||||||||||||||||||
Number of loans | loan | 2 | |||||||||||||||||||||||||||
Troy, Ohio [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Percentage bearing fixed interest, percentage rate | 5.00% | 5.00% | 5.00% | |||||||||||||||||||||||||
Ocala, Florida [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Percentage bearing fixed interest, percentage rate | 8.00% | 8.00% | 8.00% | |||||||||||||||||||||||||
Subsequent Event [Member] | Revolving Credit Facility [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Basis spread on variable rate | 1.50% | |||||||||||||||||||||||||||
Interest rate at period end | 2.00% | |||||||||||||||||||||||||||
Subsequent Event [Member] | Term Loan [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Interest rate at period end | 3.04% | |||||||||||||||||||||||||||
Periodic payment terms, balloon payment to be paid | £ | £ 7,000,000 | |||||||||||||||||||||||||||
Subsequent Event [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Basis spread on variable rate | 1.80% | |||||||||||||||||||||||||||
Subsequent Event [Member] | London Interbank Offered Rate (LIBOR) [Member] | Term Loan [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Basis spread on variable rate | 2.25% | |||||||||||||||||||||||||||
Subsequent Event [Member] | Ames UK [Member] | Mortgages [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Face amount | £ | £ 4,000,000 | |||||||||||||||||||||||||||
Interest rate at period end | 2.59% | |||||||||||||||||||||||||||
Debt instrument, periodic payment, principal | £ | £ 83,000 | |||||||||||||||||||||||||||
Periodic payment terms, balloon payment to be paid | £ | 2,333,000 | |||||||||||||||||||||||||||
Subsequent Event [Member] | Ames UK [Member] | Revolving Credit Facility [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Face amount | £ | 5,000,000 | |||||||||||||||||||||||||||
Subsequent Event [Member] | Ames UK [Member] | Term Loan [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Face amount | £ | 14,000,000 | |||||||||||||||||||||||||||
Debt instrument, periodic payment, principal | £ | £ 350,000 |
SHAREHOLDERS' EQUITY (Details)
SHAREHOLDERS' EQUITY (Details) | May 03, 2018$ / shares | Jan. 17, 2017USD ($)shares | Jul. 14, 2016USD ($) | Jan. 29, 2016shares | Dec. 10, 2013USD ($)$ / sharesshares | Jun. 30, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)senior_executive$ / sharesshares | Sep. 30, 2017$ / shares | Jun. 30, 2017USD ($)$ / sharesshares | Jun. 30, 2018USD ($)$ / sharesshares | Jun. 30, 2017USD ($)$ / shares | Sep. 30, 2017$ / shares | Jun. 30, 2018USD ($)$ / sharesshares | Aug. 01, 2018USD ($) | Jan. 31, 2018shares | Oct. 02, 2017 | Aug. 31, 2016USD ($) | Aug. 03, 2016USD ($) | Mar. 31, 2016USD ($) | Sep. 30, 2015USD ($) | Feb. 27, 2014USD ($) | Dec. 21, 2009USD ($) | Dec. 31, 2008shares |
SHAREHOLDERS' EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Common stock, dividends, per share, cash paid (in Dollars per share) | $ / shares | $ 1.07 | $ 1.07 | $ 0.06 | $ 0.06 | $ 1.21 | $ 0.18 | $ 0.24 | ||||||||||||||||
Common Stock, Dividends, Per Share, Cash Paid, Total Up To Date | $ / shares | $ 1.21 | ||||||||||||||||||||||
Dividends declared, amount per share (in Dollars per share) | $ / shares | $ 0.07 | ||||||||||||||||||||||
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 | $ 2,452,000 | $ 2,405,000 | $ 7,372,000 | $ 7,200,000 | |||||||||||||||||||
Shares paid for tax withholding for share based compensation (in Shares) | shares | 1,592 | 199,044 | |||||||||||||||||||||
Shares paid for tax withholding for share based compensation, value | $ 33,000 | $ 4,478,000 | |||||||||||||||||||||
Shares paid for tax withholding for share based compensation, value per share (in Dollars per share) | $ / shares | $ 20.85 | $ 22.50 | |||||||||||||||||||||
Face amount | $ 35,092,000 | $ 8,000,000 | $ 32,280,000 | ||||||||||||||||||||
Stock repurchase program, authorized amount | $ 50,000,000 | $ 50,000,000 | |||||||||||||||||||||
Stock repurchase program, remaining authorized repurchase amount | $ 8,327,000 | $ 8,327,000 | $ 8,327,000 | ||||||||||||||||||||
Stock repurchased during period (in shares) | shares | 4,444,444 | 650,500 | 2,088,739 | 22,518,037 | |||||||||||||||||||
Stock repurchased during period, value | $ 12,694,000 | $ 41,110,000 | $ 302,730,000 | ||||||||||||||||||||
Stock repurchased during period per share (in Dollars per share) | $ / shares | $ 11.25 | $ 19.51 | $ 19.68 | $ 13.44 | |||||||||||||||||||
Remaining number of shares authorized to be repurchased | shares | 5,583,375,000 | ||||||||||||||||||||||
Incentive Stock Options [Member] | |||||||||||||||||||||||
SHAREHOLDERS' EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Number of shares available for grant (in Shares) | shares | 1,200,755 | 1,200,755 | 1,200,755 | ||||||||||||||||||||
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) | shares | 0 | 0 | 0 | ||||||||||||||||||||
Restricted Stock and Restricted Stock Units [Member] | |||||||||||||||||||||||
SHAREHOLDERS' EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Equity instruments other than options, grants in period (in Shares) | shares | 1,008,756 | ||||||||||||||||||||||
Performance Shares [Member] | |||||||||||||||||||||||
SHAREHOLDERS' EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Award vesting period | 3 years | 3 years | |||||||||||||||||||||
Equity instruments other than options, grants in period (in Shares) | shares | 250,170 | 480,756 | |||||||||||||||||||||
Equity instruments other than options, vested in period, fair value | $ 4,739,000 | $ 9,980,000 | |||||||||||||||||||||
Equity instruments other than options, grants in period, weighted average grant date fair value (in Dollars per share) | $ / shares | $ 18.94 | $ 20.76 | |||||||||||||||||||||
Restricted Stock and Performance Shares [Member] | |||||||||||||||||||||||
SHAREHOLDERS' EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Equity instruments other than options, grants in period (in Shares) | shares | 528,000 | ||||||||||||||||||||||
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] | |||||||||||||||||||||||
Award vesting period | 4 years | ||||||||||||||||||||||
Equity instruments other than options, vested in period, fair value | $ 7,008,000 | ||||||||||||||||||||||
Equity instruments other than options, grants in period, weighted average grant date fair value (in Dollars per share) | $ / shares | $ 13.27 | ||||||||||||||||||||||
Number of persons granted shares | senior_executive | 2 | ||||||||||||||||||||||
Award post-vesting holding period | 2 years | ||||||||||||||||||||||
Executive Officer [Member] | Minimum [Member] | Restricted Stock [Member] | |||||||||||||||||||||||
SHAREHOLDERS' EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Awards vested in period (in shares) | shares | 384,000 | ||||||||||||||||||||||
Executive Officer [Member] | Maximum [Member] | Restricted Stock [Member] | |||||||||||||||||||||||
SHAREHOLDERS' EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Awards vested in period (in shares) | shares | 528,000 | ||||||||||||||||||||||
Convert. debt due 2017 [Member] | |||||||||||||||||||||||
SHAREHOLDERS' EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Face amount | $ 100,000,000 | ||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 4.00% | ||||||||||||||||||||||
Senior Notes 2022 [Member] | |||||||||||||||||||||||
SHAREHOLDERS' EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Face amount | $ 600,000,000 | ||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 5.25% | 5.25% | |||||||||||||||||||||
Debt conversion, original debt, amount | $ 125,000,000 | ||||||||||||||||||||||
Convertible Notes 2017 [Member] | |||||||||||||||||||||||
SHAREHOLDERS' EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 173,855,000 | 173,855,000 | |||||||||||||||||||||
Debt conversion, converted instrument, cash received | 125,000,000 | $ 125,000,000 | |||||||||||||||||||||
Issuance of treasury stock in settlement of convertible debt | $ 48,858,000 | ||||||||||||||||||||||
Debt conversion, converted instrument, shares issued | shares | 1,954,993 | 1,954,993 | |||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||
SHAREHOLDERS' EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Stock repurchase program, authorized amount | $ 50,000,000 | ||||||||||||||||||||||
Incentive Plan [Member] | |||||||||||||||||||||||
SHAREHOLDERS' EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Number of shares authorized for award (in Shares) | shares | 3,350,000 | 1,000,000 | |||||||||||||||||||||
New shares issued (in Shares) | shares | 600,000 | ||||||||||||||||||||||
Griffon Board Of Directors Program [Member] | |||||||||||||||||||||||
SHAREHOLDERS' EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Stock repurchased during period (in shares) | shares | 18,073,593 | ||||||||||||||||||||||
Stock repurchased during period, value | $ 252,730,000 | ||||||||||||||||||||||
Stock repurchased during period per share (in Dollars per share) | $ / shares | $ 13.98 | ||||||||||||||||||||||
GS Direct [Member] | |||||||||||||||||||||||
SHAREHOLDERS' EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Investment Owned, Balance, Shares | shares | 10,000,000 | ||||||||||||||||||||||
Dividend Paid [Member] | |||||||||||||||||||||||
SHAREHOLDERS' EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Common stock, dividends, per share, cash paid (in Dollars per share) | $ / shares | 0.07 | ||||||||||||||||||||||
Special Dividends [Member] | |||||||||||||||||||||||
SHAREHOLDERS' EQUITY (Details) [Line Items] | |||||||||||||||||||||||
Common stock, dividends, per share, cash paid (in Dollars per share) | $ / shares | $ 1 |
EARNINGS PER SHARE (EPS) (Deta
EARNINGS PER SHARE (EPS) (Details) - Summary of Reconciliation of Share Amounts Used in Earnings Per Share - USD ($) | Jan. 17, 2017 | Jul. 14, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Weighted average shares outstanding - basic | 40,295,000 | 41,683,000 | 41,232,000 | 40,765,000 | ||
Incremental shares from stock based compensation | 1,447,000 | 1,572,000 | 1,388,000 | 1,683,000 | ||
Convertible debt matured 2017 | 0 | 0 | 0 | 486,000 | ||
Weighted average shares outstanding - diluted | 41,742,000 | 43,255,000 | 42,620,000 | 42,934,000 | ||
Senior notes due 2022 [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Debt conversion, original debt, amount | $ 125,000,000 | |||||
Convertible Notes 2017 [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Debt conversion, converted instrument, amount | $ 173,855,000 | $ 173,855,000 | ||||
Debt conversion, converted instrument, cash received | $ 125,000,000 | $ 125,000,000 | ||||
Debt conversion, converted instrument, shares issued | 1,954,993 | 1,954,993 |
BUSINESS SEGMENTS (Details) - N
BUSINESS SEGMENTS (Details) - Narrative $ in Thousands | Feb. 06, 2018USD ($) |
Plastics [Member] | Discontinued Operations, Held-for-sale [Member] | |
Segment Reporting Information [Line Items] | |
Consideration | $ 475,000 |
BUSINESS SEGMENTS - Revenues (D
BUSINESS SEGMENTS - Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 516,550 | $ 358,114 | $ 1,432,413 | $ 1,094,198 |
Ames True Temper Inc [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 180,834 | 136,132 | 503,744 | 419,763 |
ClosetMaid LLC [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 81,564 | 0 | 233,592 | 0 |
Clopay Building Products [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 177,723 | 140,349 | 470,071 | 406,437 |
Home And Building Products [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 440,121 | 276,481 | 1,207,407 | 826,200 |
Telephonics [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 76,429 | $ 81,633 | $ 225,006 | $ 267,998 |
BUSINESS SEGMENTS - Income Befo
BUSINESS SEGMENTS - Income Before Taxes From Continuing Operations (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 |
Segment Reporting Information [Line Items] | |||||
Segment operating profit: | $ 24,498 | $ 17,429 | $ 57,333 | $ 52,225 | |
Net interest expense | (15,796) | (12,662) | (48,482) | (38,656) | |
Unallocated amounts | 12,016 | 10,613 | 32,993 | 31,379 | |
Secondary equity offering costs | (1,205) | 0 | (1,205) | 0 | |
Income before taxes from continuing operations | $ 13,715 | ||||
Income before taxes from continuing operations | 9,002 | 4,547 | 10,117 | 13,147 | |
Continuing Operations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Special dividend ESOP charges | (3,220) | 0 | (3,220) | 0 | |
Secondary equity offering costs | (1,205) | (1,205) | |||
Postretirement Life Insurance [Member] | Continuing Operations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Segment operating profit from continuing operations | 44,837 | 27,822 | 103,848 | 83,182 | |
Net interest expense | (15,796) | (12,662) | (48,482) | (38,656) | |
Unallocated amounts | 12,016 | 10,613 | 32,993 | 31,379 | |
Acquisition costs | (3,598) | 0 | (5,217) | 0 | |
Income before taxes from continuing operations | 0 | 0 | (2,614) | 0 | |
Income before taxes from continuing operations | 9,002 | 4,547 | 10,117 | 13,147 | |
Postretirement Life Insurance [Member] | Continuing Operations [Member] | Home And Building Products [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Segment operating profit: | 38,753 | 23,708 | 94,982 | 64,661 | |
Postretirement Life Insurance [Member] | Continuing Operations [Member] | Telephonics [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Segment operating profit: | $ 6,084 | $ 4,114 | $ 8,866 | $ 18,521 |
BUSINESS SEGMENTS - Segment EBI
BUSINESS SEGMENTS - Segment EBITDA (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 |
Segment Reporting Information [Line Items] | |||||
Segment adjusted EBITDA | $ 58,764 | $ 39,918 | $ 146,206 | $ 119,184 | |
Net interest expense | (15,796) | (12,662) | (48,482) | (38,656) | |
Segment depreciation and amortization | 14,047 | 12,221 | 40,318 | 36,356 | |
Unallocated amounts | 12,016 | 10,613 | 32,993 | 31,379 | |
Acquisition costs | 3,598 | 0 | 7,597 | 0 | |
Secondary equity offering costs | (1,205) | 0 | (1,205) | 0 | |
Income before taxes from continuing operations | $ 13,715 | ||||
Income (loss) before taxes from continuing operations | 9,002 | 4,547 | 10,117 | 13,147 | |
Home And Building Products [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Segment adjusted EBITDA | 50,004 | 33,134 | 129,250 | 92,506 | |
Segment depreciation and amortization | 11,251 | 9,426 | 31,888 | 27,845 | |
Telephonics [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Segment adjusted EBITDA | 8,760 | 6,784 | 16,956 | 26,678 | |
Segment depreciation and amortization | 2,676 | 2,670 | 8,090 | 8,157 | |
Continuing Operations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Special Dividend ESOP Charges | (3,220) | 0 | (3,220) | 0 | |
Secondary equity offering costs | (1,205) | (1,205) | |||
Continuing Operations [Member] | Postretirement Life Insurance [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net interest expense | (15,796) | (12,662) | (48,482) | (38,656) | |
Unallocated amounts | 12,016 | 10,613 | 32,993 | 31,379 | |
Income before taxes from continuing operations | 0 | 0 | (2,614) | 0 | |
Income (loss) before taxes from continuing operations | $ 9,002 | $ 4,547 | $ 10,117 | $ 13,147 |
BUSINESS SEGMENTS - Depreciatio
BUSINESS SEGMENTS - Depreciation, Amortization And Capital Expenditures (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Segment depreciation and amortization | $ 14,047 | $ 12,221 | $ 40,318 | $ 36,356 |
CAPITAL EXPENDITURES | 11,520 | 7,037 | 33,148 | 22,575 |
Home And Building Products [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment depreciation and amortization | 11,251 | 9,426 | 31,888 | 27,845 |
CAPITAL EXPENDITURES | 9,761 | 5,853 | 24,611 | 16,012 |
Telephonics [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment depreciation and amortization | 2,676 | 2,670 | 8,090 | 8,157 |
CAPITAL EXPENDITURES | 1,632 | 1,161 | 6,017 | 4,274 |
Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment depreciation and amortization | 13,927 | 12,096 | 39,978 | 36,002 |
CAPITAL EXPENDITURES | 11,393 | 7,014 | 30,628 | 20,286 |
Corporate, Non-Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment depreciation and amortization | 120 | 125 | 340 | 354 |
CAPITAL EXPENDITURES | $ 127 | $ 23 | $ 2,520 | $ 2,289 |
BUSINESS SEGMENTS (Details) - S
BUSINESS SEGMENTS (Details) - Summary of Segment Assets - USD ($) $ in Thousands | Jun. 30, 2018 | Sep. 30, 2017 |
Segment assets: | ||
Continuing Assets | $ 2,098,395 | $ 1,499,528 |
Assets of discontinued operations | 3,256 | 374,013 |
Total Assets | 2,101,651 | 1,873,541 |
Home And Building Products [Member] | ||
Segment assets: | ||
Continuing Assets | 1,660,665 | 1,084,103 |
Telephonics [Member] | ||
Segment assets: | ||
Continuing Assets | 337,352 | 343,445 |
Operating Segments [Member] | ||
Segment assets: | ||
Continuing Assets | 1,998,017 | 1,427,548 |
Corporate, Non-Segment [Member] | ||
Segment assets: | ||
Continuing Assets | $ 100,378 | $ 71,980 |
EMPLOYEE BENEFIT PLANS (Details
EMPLOYEE BENEFIT PLANS (Details) - Summary of Defined Benefit Pension Expense - USD ($) $ in Thousands | Dec. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 |
Retirement Benefits [Abstract] | |||||
Interest cost | $ 1,407 | $ 1,402 | $ 4,221 | $ 4,206 | |
Expected return on plan assets | (2,684) | (2,735) | (8,052) | (8,207) | |
Amortization: | |||||
Prior service cost | 4 | 4 | 12 | 12 | |
Recognized actuarial loss | 525 | 832 | 1,575 | 2,496 | |
Pension settlement | $ (13,715) | ||||
Net periodic expense (income) | $ (748) | $ (497) | $ (2,244) | $ (1,493) |
DISCONTINUED OPERATIONS - Narra
DISCONTINUED OPERATIONS - Narrative (Details) | Feb. 06, 2018USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Sep. 30, 2008unit | Sep. 30, 2017USD ($) | Sep. 05, 2017USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Number of units sold | unit | 11 | |||||||
Number of closed units | unit | 1 | |||||||
Number of merged units | unit | 2 | |||||||
Environmental exit costs, costs accrued to date | $ 5,700,000 | |||||||
Discontinued Operations, Held-for-sale [Member] | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Payments for income taxes payable and bonuses | 21,938,000 | |||||||
PPC [Member] | Discontinued Operations, Held-for-sale [Member] | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Revenue | 0 | 115,206,000 | 166,262,000 | $ 341,986,000 | ||||
Consideration | $ 475,000,000 | |||||||
Gain on sale of business | $ 117,625,000 | 0 | $ 0 | 117,625,000 | ||||
Gain on sale of business net of tax | 86,357,000 | |||||||
Accrued taxes payable | $ 46,968,000 | $ 46,968,000 | ||||||
Plastics [Member] | Discontinued Operations, Held-for-sale [Member] | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Consideration | $ 475,000,000 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Sep. 30, 2008unit | Sep. 30, 2017USD ($) | Sep. 05, 2017USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Number of units sold | unit | 11 | ||||||
Number of closed units | unit | 1 | ||||||
Number of merged units | unit | 2 | ||||||
Environmental exit costs, costs accrued to date | $ 5,700,000 | ||||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 | |||
PPC [Member] | Discontinued Operations, Held-for-sale [Member] | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Disposal group, including discontinued operation, consideration | $ 475,000,000 | ||||||
Revenue | $ 0 | $ 115,206,000 | $ 166,262,000 | $ 341,986,000 |
DISCONTINUED OPERATIONS - Incom
DISCONTINUED OPERATIONS - Income Statement Information (Details) - USD ($) | Feb. 06, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 | |
Income (loss) from discontinued operations (including a gain on sale, net of tax of $86,357 in 2018) | (1,615,000) | 5,102,000 | 94,872,000 | 13,417,000 | |
PPC [Member] | Discontinued Operations, Held-for-sale [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Revenue | 0 | 115,206,000 | 166,262,000 | 341,986,000 | |
Cost of goods and services | 0 | 97,233,000 | 132,100,000 | 287,948,000 | |
Gross profit | 0 | 17,973,000 | 34,162,000 | 54,038,000 | |
Selling, general and administrative expenses | 200,000 | 10,184,000 | 26,303,000 | 31,600,000 | |
Income from discontinued operations | (200,000) | 7,789,000 | 7,859,000 | 22,438,000 | |
Gain on sale of business | $ 117,625,000 | 0 | 0 | 117,625,000 | |
Interest expense, net | 0 | (50,000) | (155,000) | (45,000) | |
Other, net | 0 | (715,000) | (687,000) | (754,000) | |
Total other income (expense) | 0 | (765,000) | 116,783,000 | (799,000) | |
Income (loss) from discontinued operations (including a gain on sale, net of tax of $86,357 in 2018) | $ (200,000) | $ 7,024,000 | $ 124,642,000 | $ 21,639,000 |
DISCONTINUED OPERATIONS - Balan
DISCONTINUED OPERATIONS - Balance Sheets Information (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Sep. 30, 2017 |
ASSETS | ||
Total Assets Held for Sale | $ 3,256 | $ 374,013 |
PPC [Member] | Discontinued Operations, Held-for-sale [Member] | ||
ASSETS | ||
Accounts receivable, net | 51,768 | |
Inventories, net | 45,742 | |
Prepaid and other current assets | 11,000 | |
PROPERTY, PLANT AND EQUIPMENT, net | 185,940 | |
GOODWILL | 57,087 | |
INTANGIBLE ASSETS, net | 12,298 | |
OTHER ASSETS | 6,889 | |
Total Assets Held for Sale | 370,724 | |
LIABILITIES | ||
Notes payable and current portion of long-term debt | 11,163 | |
Accounts payable | 36,619 | |
Accrued liabilities | 14,553 | |
LONG-TERM DEBT, net | 10,549 | |
OTHER LIABILITIES | 11,566 | |
Total Liabilities Held for Sale | $ 84,450 |
DISCONTINUED OPERATIONS (Deta70
DISCONTINUED OPERATIONS (Details) - Summary of Discontinued Operations - USD ($) $ in Thousands | Jun. 30, 2018 | Sep. 30, 2017 |
Assets of discontinued operations not held for sale: | ||
Prepaid and other current assets | $ 326 | $ 329 |
Liabilities of discontinued operations not held for sale: | ||
Accrued liabilities, current | 25,795 | 8,342 |
Installation Services [Member] | ||
Assets of discontinued operations not held for sale: | ||
Prepaid and other current assets | 326 | 329 |
Other long-term assets | 2,930 | 2,960 |
Total assets of discontinued operations not held for sale | 3,256 | 3,289 |
Liabilities of discontinued operations not held for sale: | ||
Accrued liabilities, current | 3,705 | 8,342 |
Other long-term liabilities | 5,078 | 3,037 |
Total liabilities of discontinued operations not held for sale | $ 8,783 | $ 11,379 |
OTHER EXPENSE (Details)
OTHER EXPENSE (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Other Income and Expenses [Abstract] | ||||
Foreign currency transaction gain (loss), before tax | $ (17) | $ (133) | $ (236) | $ (556) |
Investment income, net | $ 104 | $ 55 | $ 1,365 | $ 210 |
WARRANTY LIABILITY (Details)
WARRANTY LIABILITY (Details) | 9 Months Ended |
Jun. 30, 2018 | |
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, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward] | ||||
Balance, beginning of period | $ 6,258 | $ 5,803 | $ 6,236 | $ 6,322 |
Warranties issued and changes in estimated pre-existing warranties | 2,777 | 803 | 5,889 | 3,310 |
Actual warranty costs incurred | (1,450) | (1,457) | (5,376) | (4,483) |
Other warranty liabilities assumed from acquisitions | 0 | 0 | 836 | 0 |
Balance, end of period | $ 7,585 | $ 5,149 | $ 7,585 | $ 5,149 |
OTHER COMPREHENSIVE INCOME (L74
OTHER COMPREHENSIVE INCOME (LOSS) (Details) - Summary of Other Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Other Comprehensive Income (Loss), before Tax [Abstract] | |||||
Foreign currency translation adjustments | $ (9,136) | $ 6,414 | $ 9,289 | $ 1,344 | |
Pension and other defined benefit plans | 376 | 836 | 14,996 | 2,508 | |
Cash flow hedges | 118 | 277 | 864 | 1,121 | |
Total other comprehensive income (loss) | (8,642) | 7,527 | 25,149 | 4,973 | |
Other Comprehensive Income (Loss), Tax [Abstract] | |||||
Pension and other defined benefit plans | (129) | (292) | (4,943) | (876) | |
Cash flow hedges | (34) | (79) | (252) | (320) | |
Total other comprehensive income (loss) | (163) | (371) | (5,195) | (1,196) | |
Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||||
Foreign currency translation adjustments | (9,136) | 6,414 | 9,289 | $ 1,344 | 1,344 |
Pension and other defined benefit plans | 247 | 544 | 10,053 | 1,632 | 1,632 |
Cash flow hedges | 84 | 198 | 612 | 801 | |
Total other comprehensive income (loss), net of taxes | $ (8,805) | $ 7,156 | $ 19,954 | $ 3,777 | $ 3,777 |
OTHER COMPREHENSIVE INCOME (L75
OTHER COMPREHENSIVE INCOME (LOSS)-AOCI (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Sep. 30, 2017 |
Class of Stock [Line Items] | ||
Accumulated other comprehensive income (loss) | $ (40,527) | $ (60,481) |
Foreign currency translation adjustments [Member] | ||
Class of Stock [Line Items] | ||
Accumulated other comprehensive income (loss) | (22,938) | (32,227) |
Pension and other defined benefit plans [Member] | ||
Class of Stock [Line Items] | ||
Accumulated other comprehensive income (loss) | (18,087) | (28,140) |
Gain on cash flow hedge [Member] | ||
Class of Stock [Line Items] | ||
Accumulated other comprehensive income (loss) | $ 498 | $ (114) |
OTHER COMPREHENSIVE INCOME (L76
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, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
OCI, Net of Tax [Abstract] | ||||
Pension amortization | $ (529) | $ (836) | $ (1,587) | $ (2,508) |
Cash flow hedges | 177 | (88) | 185 | (910) |
Removal of PPC translation adjustment | 0 | 0 | (14,866) | 0 |
Total gain (loss) | (352) | (924) | 13,464 | (3,418) |
Tax benefit (expense) | (106) | (277) | 3,222 | (1,025) |
Amounts reclassified from accumulated other comprehensive income (loss) | $ (246) | $ (647) | $ 10,242 | $ (2,393) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Feb. 28, 2011 | Apr. 30, 2009 |
Commitments and Contingencies Disclosure [Abstract] | ||
Net capital cost value | $ 5,000,000 | |
Obligation under consent order | $ 0 | |
Net capital cost value in proposed remedial action plan | $ 10,000,000 |
CONSOLIDATING GUARANTOR AND N78
CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (Details) | 9 Months Ended |
Jun. 30, 2018 | |
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 N79
CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (Details) - Summary of Condensed Consolidating Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2017 | Sep. 30, 2016 |
CURRENT ASSETS | ||||
Cash and equivalents | $ 63,766 | $ 47,681 | $ 69,448 | $ 72,553 |
Accounts receivable, net of allowances | 311,129 | 208,229 | ||
Contract costs and recognized income not yet billed, net of progress payments | 110,138 | 131,662 | ||
Inventories, net | 395,813 | 299,437 | ||
Prepaid and other current assets | 56,955 | 40,067 | ||
Assets of discontinued operations | 0 | 370,724 | ||
Assets of discontinued operations not held for sale | 326 | 329 | ||
Total Current Assets | 938,127 | 1,098,129 | ||
PROPERTY, PLANT AND EQUIPMENT, net | 325,078 | 232,135 | ||
GOODWILL | 502,055 | 319,139 | ||
INTANGIBLE ASSETS, net | 316,956 | 205,127 | ||
INTERCOMPANY RECEIVABLE | 0 | 0 | ||
EQUITY INVESTMENTS IN SUBSIDIARIES | 0 | 0 | ||
OTHER ASSETS | 16,505 | 16,051 | ||
ASSETS OF DISCONTINUED OPERATIONS NOT HELD FOR SALE | 2,930 | 2,960 | ||
Total Assets | 2,101,651 | 1,873,541 | ||
CURRENT LIABILITIES | ||||
Notes payable and current portion of long-term debt | 10,739 | 11,078 | ||
Accounts payable and accrued liabilities | 378,996 | 267,209 | ||
Liabilities of discontinued operations | 0 | 84,450 | ||
Liabilities of discontinued operations not held for sale | 25,795 | 8,342 | ||
Total Current Liabilities | 415,530 | 371,079 | ||
LONG-TERM DEBT, net of debt discounts | 1,124,981 | 968,080 | ||
INTERCOMPANY PAYABLES | 0 | 0 | ||
OTHER LIABILITIES | 90,127 | 132,537 | ||
LIABILITIES OF DISCONTINUED OPERATIONS NOT HELD FOR SALE | 4,926 | 3,037 | ||
Total Liabilities | 1,635,564 | 1,474,733 | ||
Total Shareholders’ Equity | 466,087 | 398,808 | ||
Total Liabilities and Shareholders’ Equity | 2,101,651 | 1,873,541 | ||
Parent Company [Member] | ||||
CURRENT ASSETS | ||||
Cash and equivalents | 8,589 | 3,240 | 21,231 | 6,517 |
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 | 19,966 | 21,131 | ||
Assets of discontinued operations | 0 | |||
Assets of discontinued operations not held for sale | 0 | 0 | ||
Total Current Assets | 28,555 | 24,371 | ||
PROPERTY, PLANT AND EQUIPMENT, net | 921 | 645 | ||
GOODWILL | 0 | 0 | ||
INTANGIBLE ASSETS, net | 93 | 93 | ||
INTERCOMPANY RECEIVABLE | 120,061 | 552,017 | ||
EQUITY INVESTMENTS IN SUBSIDIARIES | 1,481,220 | 863,149 | ||
OTHER ASSETS | 7,057 | 12,171 | ||
ASSETS OF DISCONTINUED OPERATIONS NOT HELD FOR SALE | 0 | 0 | ||
Total Assets | 1,637,907 | 1,452,446 | ||
CURRENT LIABILITIES | ||||
Notes payable and current portion of long-term debt | 2,276 | 2,854 | ||
Accounts payable and accrued liabilities | 43,385 | 14,683 | ||
Liabilities of discontinued operations | 0 | |||
Liabilities of discontinued operations not held for sale | 0 | 0 | ||
Total Current Liabilities | 45,661 | 17,537 | ||
LONG-TERM DEBT, net of debt discounts | 1,088,501 | 903,609 | ||
INTERCOMPANY PAYABLES | 54,070 | 84,068 | ||
OTHER LIABILITIES | (16,412) | 48,424 | ||
LIABILITIES OF DISCONTINUED OPERATIONS NOT HELD FOR SALE | 0 | 0 | ||
Total Liabilities | 1,171,820 | 1,053,638 | ||
Total Shareholders’ Equity | 466,087 | 398,808 | ||
Total Liabilities and Shareholders’ Equity | 1,637,907 | 1,452,446 | ||
Guarantor Companies [Member] | ||||
CURRENT ASSETS | ||||
Cash and equivalents | 18,470 | 8,066 | 11,550 | 27,692 |
Accounts receivable, net of allowances | 270,289 | 168,731 | ||
Contract costs and recognized income not yet billed, net of progress payments | 109,655 | 131,383 | ||
Inventories, net | 334,225 | 246,605 | ||
Prepaid and other current assets | 20,385 | 15,854 | ||
Assets of discontinued operations | 168,306 | |||
Assets of discontinued operations not held for sale | 0 | 0 | ||
Total Current Assets | 753,024 | 738,945 | ||
PROPERTY, PLANT AND EQUIPMENT, net | 283,228 | 200,362 | ||
GOODWILL | 431,934 | 280,797 | ||
INTANGIBLE ASSETS, net | 238,691 | 143,415 | ||
INTERCOMPANY RECEIVABLE | 293,261 | 757,608 | ||
EQUITY INVESTMENTS IN SUBSIDIARIES | 969,246 | 877,641 | ||
OTHER ASSETS | 12,897 | 12,054 | ||
ASSETS OF DISCONTINUED OPERATIONS NOT HELD FOR SALE | 0 | 0 | ||
Total Assets | 2,982,281 | 3,010,822 | ||
CURRENT LIABILITIES | ||||
Notes payable and current portion of long-term debt | 3,351 | 1,471 | ||
Accounts payable and accrued liabilities | 274,687 | 199,784 | ||
Liabilities of discontinued operations | 47,426 | |||
Liabilities of discontinued operations not held for sale | 9,071 | 0 | ||
Total Current Liabilities | 287,109 | 248,681 | ||
LONG-TERM DEBT, net of debt discounts | 6,953 | 6,044 | ||
INTERCOMPANY PAYABLES | (45,790) | 1,259,413 | ||
OTHER LIABILITIES | 72,827 | 76,036 | ||
LIABILITIES OF DISCONTINUED OPERATIONS NOT HELD FOR SALE | 0 | 0 | ||
Total Liabilities | 321,099 | 1,590,174 | ||
Total Shareholders’ Equity | 2,661,182 | 1,420,648 | ||
Total Liabilities and Shareholders’ Equity | 2,982,281 | 3,010,822 | ||
Non-Guarantor Companies [Member] | ||||
CURRENT ASSETS | ||||
Cash and equivalents | 36,707 | 36,375 | 36,667 | 38,344 |
Accounts receivable, net of allowances | 64,953 | 59,929 | ||
Contract costs and recognized income not yet billed, net of progress payments | 483 | 279 | ||
Inventories, net | 61,675 | 52,759 | ||
Prepaid and other current assets | 10,591 | 3,002 | ||
Assets of discontinued operations | 202,418 | |||
Assets of discontinued operations not held for sale | 326 | 329 | ||
Total Current Assets | 174,735 | 355,091 | ||
PROPERTY, PLANT AND EQUIPMENT, net | 40,929 | 31,128 | ||
GOODWILL | 70,121 | 38,342 | ||
INTANGIBLE ASSETS, net | 78,172 | 61,619 | ||
INTERCOMPANY RECEIVABLE | (110,351) | 915,551 | ||
EQUITY INVESTMENTS IN SUBSIDIARIES | 3,305,421 | 1,613,891 | ||
OTHER ASSETS | (1,954) | (1,002) | ||
ASSETS OF DISCONTINUED OPERATIONS NOT HELD FOR SALE | 2,930 | 2,960 | ||
Total Assets | 3,560,003 | 3,017,580 | ||
CURRENT LIABILITIES | ||||
Notes payable and current portion of long-term debt | 5,112 | 6,753 | ||
Accounts payable and accrued liabilities | 69,493 | 46,111 | ||
Liabilities of discontinued operations | 37,024 | |||
Liabilities of discontinued operations not held for sale | 16,724 | 8,342 | ||
Total Current Liabilities | 91,329 | 98,230 | ||
LONG-TERM DEBT, net of debt discounts | 29,527 | 58,427 | ||
INTERCOMPANY PAYABLES | 303,269 | 854,518 | ||
OTHER LIABILITIES | 16,800 | 14,135 | ||
LIABILITIES OF DISCONTINUED OPERATIONS NOT HELD FOR SALE | 4,926 | 3,037 | ||
Total Liabilities | 445,851 | 1,028,347 | ||
Total Shareholders’ Equity | 3,114,152 | 1,989,233 | ||
Total Liabilities and Shareholders’ Equity | 3,560,003 | 3,017,580 | ||
Elimination [Member] | ||||
CURRENT ASSETS | ||||
Cash and equivalents | 0 | 0 | $ 0 | $ 0 |
Accounts receivable, net of allowances | (24,113) | (20,431) | ||
Contract costs and recognized income not yet billed, net of progress payments | 0 | 0 | ||
Inventories, net | (87) | 73 | ||
Prepaid and other current assets | 6,013 | 80 | ||
Assets of discontinued operations | 0 | |||
Assets of discontinued operations not held for sale | 0 | 0 | ||
Total Current Assets | (18,187) | (20,278) | ||
PROPERTY, PLANT AND EQUIPMENT, net | 0 | 0 | ||
GOODWILL | 0 | 0 | ||
INTANGIBLE ASSETS, net | 0 | 0 | ||
INTERCOMPANY RECEIVABLE | (302,971) | (2,225,176) | ||
EQUITY INVESTMENTS IN SUBSIDIARIES | (5,755,887) | (3,354,681) | ||
OTHER ASSETS | (1,495) | (7,172) | ||
ASSETS OF DISCONTINUED OPERATIONS NOT HELD FOR SALE | 0 | 0 | ||
Total Assets | (6,078,540) | (5,607,307) | ||
CURRENT LIABILITIES | ||||
Notes payable and current portion of long-term debt | 0 | 0 | ||
Accounts payable and accrued liabilities | (8,569) | 6,631 | ||
Liabilities of discontinued operations | 0 | |||
Liabilities of discontinued operations not held for sale | 0 | 0 | ||
Total Current Liabilities | (8,569) | 6,631 | ||
LONG-TERM DEBT, net of debt discounts | 0 | 0 | ||
INTERCOMPANY PAYABLES | (311,549) | (2,197,999) | ||
OTHER LIABILITIES | 16,912 | (6,058) | ||
LIABILITIES OF DISCONTINUED OPERATIONS NOT HELD FOR SALE | 0 | 0 | ||
Total Liabilities | (303,206) | (2,197,426) | ||
Total Shareholders’ Equity | (5,775,334) | (3,409,881) | ||
Total Liabilities and Shareholders’ Equity | $ (6,078,540) | $ (5,607,307) |
CONSOLIDATING GUARANTOR AND N80
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, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Condensed Income Statements, Captions [Line Items] | ||||
Revenue | $ 516,550 | $ 358,114 | $ 1,432,413 | $ 1,094,198 |
Cost of goods and services | 377,758 | 260,130 | 1,051,304 | 800,601 |
Gross profit | 138,792 | 97,984 | 381,109 | 293,597 |
Selling, general and administrative expenses | 114,294 | 80,555 | 323,776 | 241,372 |
Restructuring and other related charges | 0 | |||
Total operating expenses | 241,372 | |||
Income from operations | 24,498 | 17,429 | 57,333 | 52,225 |
Other income (expense) | ||||
Interest income (expense), net | (15,796) | (12,662) | (48,482) | (38,656) |
Other, net | 300 | (220) | 1,266 | (422) |
Total other expense, net | (15,496) | (12,882) | (47,216) | (39,078) |
Income before taxes from continuing operations | 9,002 | 4,547 | 10,117 | 13,147 |
Provision (benefit) for income taxes | 1,560 | 95 | (22,107) | (299) |
Income (loss) before equity in net income of subsidiaries | 7,442 | 4,452 | 32,224 | 13,446 |
Equity in net income (loss) of subsidiaries | 0 | 0 | 0 | 0 |
Income from continuing operations | 7,442 | 4,452 | 32,224 | 13,446 |
Income (loss) from operations of discontinued operations (including a gain on sale of $117,625 in 2018) | (200) | 7,024 | 124,642 | 21,639 |
Provision for income taxes (including tax on gain on sale of $31,268 in 2018) | 1,415 | 1,922 | 29,770 | 8,222 |
Income (loss) from discontinued operations (including a gain on sale, net of tax of $86,357 in 2018) | (1,615) | 5,102 | 94,872 | 13,417 |
Net income | 5,827 | 9,554 | 127,096 | 26,863 |
Comprehensive income (loss), net | (2,978) | 16,710 | 147,050 | 30,640 |
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 | 14,670 | 7,038 | 32,021 | 20,759 |
Restructuring and other related charges | 0 | |||
Total operating expenses | 20,759 | |||
Income from operations | (14,670) | (7,038) | (32,021) | (20,759) |
Other income (expense) | ||||
Interest income (expense), net | (5,891) | (3,266) | (18,626) | (10,616) |
Other, net | 108 | 229 | 1,376 | 172 |
Total other expense, net | (5,783) | (3,037) | (17,250) | (10,444) |
Income before taxes from continuing operations | (20,453) | (10,075) | (49,271) | (31,203) |
Provision (benefit) for income taxes | (4,741) | (6,080) | (44,601) | (16,643) |
Income (loss) before equity in net income of subsidiaries | (15,712) | (3,995) | (4,670) | (14,560) |
Equity in net income (loss) of subsidiaries | 21,539 | 13,549 | 131,766 | 41,423 |
Income from continuing operations | 5,827 | 9,554 | 127,096 | 26,863 |
Income (loss) from operations of discontinued operations (including a gain on sale of $117,625 in 2018) | 0 | 0 | 0 | 0 |
Provision for income taxes (including tax on gain on sale of $31,268 in 2018) | 0 | 0 | 0 | |
Income (loss) from discontinued operations (including a gain on sale, net of tax of $86,357 in 2018) | 0 | 0 | 0 | 0 |
Net income | 5,827 | 9,554 | 127,096 | 26,863 |
Comprehensive income (loss), net | (2,978) | 16,710 | 147,050 | 30,640 |
Guarantor Companies [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Revenue | 431,997 | 303,167 | 1,181,068 | 922,996 |
Cost of goods and services | 323,098 | 225,566 | 891,498 | 694,670 |
Gross profit | 108,899 | 77,601 | 289,570 | 228,326 |
Selling, general and administrative expenses | 77,820 | 57,566 | 216,750 | 171,171 |
Restructuring and other related charges | 0 | |||
Total operating expenses | 171,171 | |||
Income from operations | 31,079 | 20,035 | 72,820 | 57,155 |
Other income (expense) | ||||
Interest income (expense), net | (2,282) | (6,070) | (16,497) | (18,093) |
Other, net | (9,766) | 262 | 1,157 | 1,263 |
Total other expense, net | (12,048) | (5,808) | (15,340) | (16,830) |
Income before taxes from continuing operations | 19,031 | 14,227 | 57,480 | 40,325 |
Provision (benefit) for income taxes | 21,046 | 5,562 | 13,744 | 16,018 |
Income (loss) before equity in net income of subsidiaries | (2,015) | 8,665 | 43,736 | 24,307 |
Equity in net income (loss) of subsidiaries | (5,307) | (4,015) | (65,666) | (12,631) |
Income from continuing operations | (7,322) | 4,650 | (21,930) | 11,676 |
Income (loss) from operations of discontinued operations (including a gain on sale of $117,625 in 2018) | (200) | 5,033 | 109,028 | 13,826 |
Provision for income taxes (including tax on gain on sale of $31,268 in 2018) | 1,415 | 1,347 | 31,856 | 3,987 |
Income (loss) from discontinued operations (including a gain on sale, net of tax of $86,357 in 2018) | (1,615) | 3,685 | 77,172 | 9,839 |
Net income | (8,937) | 8,335 | 55,242 | 21,515 |
Comprehensive income (loss), net | 668 | 15,899 | 36,634 | 23,651 |
Non-Guarantor Companies [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Revenue | 90,285 | 61,676 | 272,714 | 194,985 |
Cost of goods and services | 60,719 | 41,836 | 182,125 | 130,778 |
Gross profit | 29,566 | 19,840 | 90,589 | 64,207 |
Selling, general and administrative expenses | 21,896 | 16,044 | 75,282 | 49,720 |
Restructuring and other related charges | 0 | |||
Total operating expenses | 49,720 | |||
Income from operations | 7,670 | 3,796 | 15,307 | 14,487 |
Other income (expense) | ||||
Interest income (expense), net | (7,623) | (3,326) | (13,359) | (9,947) |
Other, net | 10,420 | (75) | 119 | (515) |
Total other expense, net | 2,797 | (3,401) | (13,240) | (10,462) |
Income before taxes from continuing operations | 10,467 | 395 | 2,067 | 4,025 |
Provision (benefit) for income taxes | 12,939 | 613 | 8,793 | 326 |
Income (loss) before equity in net income of subsidiaries | (2,472) | (218) | (6,726) | 3,699 |
Equity in net income (loss) of subsidiaries | (2,015) | 8,665 | 43,736 | 24,307 |
Income from continuing operations | (4,487) | 8,447 | 37,010 | 28,006 |
Income (loss) from operations of discontinued operations (including a gain on sale of $117,625 in 2018) | 0 | 1,991 | 15,614 | 7,813 |
Provision for income taxes (including tax on gain on sale of $31,268 in 2018) | 0 | 575 | (2,086) | 4,235 |
Income (loss) from discontinued operations (including a gain on sale, net of tax of $86,357 in 2018) | 0 | 1,417 | 17,700 | 3,578 |
Net income | (4,487) | 9,864 | 54,710 | 31,584 |
Comprehensive income (loss), net | (14,092) | 2,300 | 73,318 | 29,448 |
Elimination [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Revenue | (5,732) | (6,729) | (21,369) | (23,783) |
Cost of goods and services | (6,059) | (7,272) | (22,319) | (24,847) |
Gross profit | 327 | 543 | 950 | 1,064 |
Selling, general and administrative expenses | (92) | (93) | (277) | (278) |
Restructuring and other related charges | 0 | |||
Total operating expenses | (278) | |||
Income from operations | 419 | 636 | 1,227 | 1,342 |
Other income (expense) | ||||
Interest income (expense), net | 0 | 0 | 0 | 0 |
Other, net | (462) | (636) | (1,386) | (1,342) |
Total other expense, net | (462) | (636) | (1,386) | (1,342) |
Income before taxes from continuing operations | (43) | 0 | (159) | 0 |
Provision (benefit) for income taxes | (27,684) | 0 | (43) | 0 |
Income (loss) before equity in net income of subsidiaries | 27,641 | 0 | (116) | 0 |
Equity in net income (loss) of subsidiaries | (14,217) | (18,199) | (109,836) | (53,099) |
Income from continuing operations | 13,424 | (18,199) | (109,952) | (53,099) |
Income (loss) from operations of discontinued operations (including a gain on sale of $117,625 in 2018) | 0 | 0 | 0 | 0 |
Provision for income taxes (including tax on gain on sale of $31,268 in 2018) | 0 | 0 | 0 | 0 |
Income (loss) from discontinued operations (including a gain on sale, net of tax of $86,357 in 2018) | 0 | 0 | 0 | 0 |
Net income | 13,424 | (18,199) | (109,952) | (53,099) |
Comprehensive income (loss), net | $ 13,424 | $ (18,199) | $ (109,952) | $ (53,099) |
CONSOLIDATING GUARANTOR AND N81
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, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net income | $ 5,827 | $ 9,554 | $ 127,096 | $ 26,863 |
Net (income) from discontinued operations | 1,615 | (5,102) | (94,872) | (13,417) |
Net cash provided by (used in) operating activities | 2,791 | 25,402 | ||
CASH FLOWS FROM INVESTING ACTIVITIES - CONTINUING OPERATIONS: | ||||
Acquisition of property, plant and equipment | (11,520) | (7,037) | (33,148) | (22,575) |
Acquired businesses, net of cash acquired | (429,545) | (6,051) | ||
Intercompany distributions | 0 | |||
Proceeds from sale of investments | 0 | |||
Proceeds from sale of business | 473,977 | 0 | ||
Proceeds from sale of assets | 482 | 146 | ||
Net cash provided by (used in) investing activities - continuing operations | 11,766 | (28,480) | ||
CASH FLOWS FROM FINANCING ACTIVITIES - CONTINUING OPERATIONS: | ||||
Purchase of shares for treasury | (45,588) | (15,796) | ||
Proceeds from long-term debt | 419,645 | 211,097 | ||
Payments of long-term debt | (262,031) | (147,729) | ||
Change in short-term borrowings | 0 | |||
Share premium payment on settled debt | 0 | (24,997) | ||
Financing costs | (7,671) | (363) | ||
Purchase of ESOP shares | 0 | (10,908) | ||
Dividends paid | (46,816) | (7,766) | ||
Other, net | 139 | (112) | ||
Net cash provided by financing activities - continuing operations | 57,678 | 3,426 | ||
CASH FLOWS FROM DISCONTINUED OPERATIONS: | ||||
Net cash used in discontinued operations | (62,273) | (3,381) | ||
Effect of exchange rate changes on cash and equivalents | 6,123 | (72) | ||
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS | 16,085 | (3,105) | ||
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD | 47,681 | 72,553 | ||
CASH AND EQUIVALENTS AT END OF PERIOD | 63,766 | 69,448 | 63,766 | 69,448 |
Parent Company [Member] | ||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net income | 5,827 | 9,554 | 127,096 | 26,863 |
Net (income) from discontinued operations | 0 | 0 | 0 | 0 |
Net cash provided by (used in) operating activities | 309,342 | (14,445) | ||
CASH FLOWS FROM INVESTING ACTIVITIES - CONTINUING OPERATIONS: | ||||
Acquisition of property, plant and equipment | (455) | (12) | ||
Acquired businesses, net of cash acquired | (368,937) | 0 | ||
Intercompany distributions | 0 | |||
Proceeds from sale of investments | 0 | |||
Proceeds from sale of business | 0 | |||
Proceeds from sale of assets | 0 | 0 | ||
Net cash provided by (used in) investing activities - continuing operations | (369,392) | (12) | ||
CASH FLOWS FROM FINANCING ACTIVITIES - CONTINUING OPERATIONS: | ||||
Purchase of shares for treasury | (45,588) | (15,796) | ||
Proceeds from long-term debt | 411,718 | 200,656 | ||
Payments of long-term debt | (223,998) | (128,365) | ||
Change in short-term borrowings | 0 | |||
Share premium payment on settled debt | 0 | (24,997) | ||
Financing costs | (7,671) | (363) | ||
Purchase of ESOP shares | 0 | (10,908) | ||
Dividends paid | (46,816) | (7,766) | ||
Other, net | (22,246) | 16,710 | ||
Net cash provided by financing activities - continuing operations | 65,399 | 29,171 | ||
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 | 5,349 | 14,714 | ||
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD | 3,240 | 6,517 | ||
CASH AND EQUIVALENTS AT END OF PERIOD | 8,589 | 21,231 | 8,589 | 21,231 |
Guarantor Companies [Member] | ||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net income | (8,937) | 8,335 | 55,242 | 21,515 |
Net (income) from discontinued operations | 1,615 | (3,685) | (77,172) | (9,839) |
Net cash provided by (used in) operating activities | (536,893) | 29,754 | ||
CASH FLOWS FROM INVESTING ACTIVITIES - CONTINUING OPERATIONS: | ||||
Acquisition of property, plant and equipment | (27,230) | (17,593) | ||
Acquired businesses, net of cash acquired | (4,490) | 0 | ||
Intercompany distributions | 0 | |||
Proceeds from sale of investments | 0 | |||
Proceeds from sale of business | 473,977 | |||
Proceeds from sale of assets | 46 | 146 | ||
Net cash provided by (used in) investing activities - continuing operations | 442,303 | (17,447) | ||
CASH FLOWS FROM FINANCING ACTIVITIES - CONTINUING OPERATIONS: | ||||
Purchase of shares for treasury | 0 | 0 | ||
Proceeds from long-term debt | 2,232 | 0 | ||
Payments of long-term debt | (4,564) | (940) | ||
Change in short-term borrowings | 0 | |||
Share premium payment on settled debt | 0 | 0 | ||
Financing costs | 0 | 0 | ||
Purchase of ESOP shares | 0 | 0 | ||
Dividends paid | 0 | 0 | ||
Other, net | (19,855) | (16,745) | ||
Net cash provided by financing activities - continuing operations | (22,187) | (17,685) | ||
CASH FLOWS FROM DISCONTINUED OPERATIONS: | ||||
Net cash used in discontinued operations | 127,312 | (10,764) | ||
Effect of exchange rate changes on cash and equivalents | (131) | 0 | ||
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS | 10,404 | (16,142) | ||
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD | 8,066 | 27,692 | ||
CASH AND EQUIVALENTS AT END OF PERIOD | 18,470 | 11,550 | 18,470 | 11,550 |
Non-Guarantor Companies [Member] | ||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net income | (4,487) | 9,864 | 54,710 | 31,584 |
Net (income) from discontinued operations | 0 | (1,417) | (17,700) | (3,578) |
Net cash provided by (used in) operating activities | 230,342 | 14,586 | ||
CASH FLOWS FROM INVESTING ACTIVITIES - CONTINUING OPERATIONS: | ||||
Acquisition of property, plant and equipment | (5,463) | (4,970) | ||
Acquired businesses, net of cash acquired | (56,118) | (6,051) | ||
Intercompany distributions | 0 | |||
Proceeds from sale of investments | 0 | |||
Proceeds from sale of business | 0 | |||
Proceeds from sale of assets | 436 | 0 | ||
Net cash provided by (used in) investing activities - continuing operations | (61,145) | (11,021) | ||
CASH FLOWS FROM FINANCING ACTIVITIES - CONTINUING OPERATIONS: | ||||
Purchase of shares for treasury | 0 | 0 | ||
Proceeds from long-term debt | 5,695 | 10,441 | ||
Payments of long-term debt | (33,469) | (18,424) | ||
Change in short-term borrowings | 0 | |||
Share premium payment on settled debt | 0 | |||
Financing costs | 0 | 0 | ||
Purchase of ESOP shares | 0 | 0 | ||
Dividends paid | 0 | 0 | ||
Other, net | 42,240 | (4,570) | ||
Net cash provided by financing activities - continuing operations | 14,466 | (12,553) | ||
CASH FLOWS FROM DISCONTINUED OPERATIONS: | ||||
Net cash used in discontinued operations | (189,585) | 7,383 | ||
Effect of exchange rate changes on cash and equivalents | 6,254 | (72) | ||
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS | 332 | (1,677) | ||
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD | 36,375 | 38,344 | ||
CASH AND EQUIVALENTS AT END OF PERIOD | 36,707 | 36,667 | 36,707 | 36,667 |
Elimination [Member] | ||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net income | 13,424 | (18,199) | (109,952) | (53,099) |
Net (income) from discontinued operations | 0 | 0 | 0 | 0 |
Net cash provided by (used in) operating activities | 0 | (4,493) | ||
CASH FLOWS FROM INVESTING ACTIVITIES - CONTINUING OPERATIONS: | ||||
Acquisition of property, plant and equipment | 0 | 0 | ||
Acquired businesses, net of cash acquired | 0 | 0 | ||
Intercompany distributions | 0 | |||
Proceeds from sale of investments | 0 | |||
Proceeds from sale of business | 0 | |||
Proceeds from sale of assets | 0 | 0 | ||
Net cash provided by (used in) investing activities - continuing operations | 0 | 0 | ||
CASH FLOWS FROM FINANCING ACTIVITIES - CONTINUING OPERATIONS: | ||||
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 | |||
Share premium payment on settled debt | 0 | 0 | ||
Financing costs | 0 | 0 | ||
Purchase of ESOP shares | 0 | 0 | ||
Dividends paid | 0 | 0 | ||
Other, net | 0 | 4,493 | ||
Net cash provided by financing activities - continuing operations | 0 | 4,493 | ||
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 | ||
CASH AND EQUIVALENTS AT END OF PERIOD | $ 0 | $ 0 | $ 0 | $ 0 |