Cover Page
Cover Page - shares | 3 Months Ended | |
Dec. 31, 2022 | Jan. 27, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Dec. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 1-06620 | |
Entity Registrant Name | GRIFFON CORPORATION | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 11-1893410 | |
Entity Address, Address Line One | 712 Fifth Ave, 18th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10019 | |
City Area Code | 212 | |
Local Phone Number | 957-5000 | |
Title of 12(b) Security | Common Stock, $0.25 par value | |
Trading Symbol | GFF | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 57,186,222 | |
Current Fiscal Year End Date | --09-30 | |
Amendment Flag | false | |
Entity Central Index Key | 0000050725 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 |
CURRENT ASSETS | ||
Cash and equivalents | $ 120,558 | $ 120,184 |
Accounts receivable, net of allowances of $13,636 and $12,137 | 350,625 | 361,653 |
Inventories | 646,352 | 669,193 |
Prepaid and other current assets | 64,108 | 62,453 |
Assets of discontinued operations | 1,122 | 1,189 |
Total Current Assets | 1,182,765 | 1,214,672 |
PROPERTY, PLANT AND EQUIPMENT, net | 290,505 | 294,561 |
OPERATING LEASE RIGHT-OF-USE ASSETS | 182,799 | 183,398 |
GOODWILL | 333,982 | 335,790 |
INTANGIBLE ASSETS, net | 761,126 | 761,914 |
OTHER ASSETS | 21,490 | 21,553 |
ASSETS OF DISCONTINUED OPERATIONS | 4,571 | 4,586 |
Total Assets | 2,777,238 | 2,816,474 |
CURRENT LIABILITIES | ||
Notes payable and current portion of long-term debt | 12,840 | 12,653 |
Accounts payable | 160,441 | 194,793 |
Accrued liabilities | 178,154 | 171,797 |
Current portion of operating lease liabilities | 31,283 | 31,680 |
Liabilities of discontinued operations | 8,141 | 12,656 |
Total Current Liabilities | 390,859 | 423,579 |
LONG-TERM DEBT, net | 1,507,681 | 1,560,998 |
LONG-TERM OPERATING LEASE LIABILITIES | 160,664 | 159,414 |
OTHER LIABILITIES | 186,977 | 190,651 |
LIABILITIES OF DISCONTINUED OPERATIONS | 4,209 | 4,262 |
Total Liabilities | 2,250,390 | 2,338,904 |
COMMITMENTS AND CONTINGENCIES - See Note 22 | ||
SHAREHOLDERS’ EQUITY | ||
Total Shareholders’ Equity | 526,848 | 477,570 |
Total Liabilities and Shareholders’ Equity | $ 2,777,238 | $ 2,816,474 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, net allowances | $ 13,636 | $ 12,137 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | COMMON STOCK | CAPITAL IN EXCESS OF PAR VALUE | RETAINED EARNINGS | TREASURY SHARES | ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | DEFERRED COMPENSATION |
Beginning balance (in shares) at Sep. 30, 2021 | 84,375 | ||||||
Beginning balance (in shares) at Sep. 30, 2021 | 27,762 | ||||||
Balance at Sep. 30, 2021 | $ 807,158 | $ 21,094 | $ 602,181 | $ 669,998 | $ (416,850) | $ (45,977) | $ (23,288) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 19,298 | 19,298 | |||||
Dividend | (4,739) | (4,739) | |||||
Shares withheld on employee taxes on vested equity awards (in shares) | 422 | ||||||
Shares withheld on employee taxes on vested equity awards | (10,886) | $ (10,886) | |||||
Amortization of deferred compensation | 591 | 591 | |||||
Equity awards granted, net (in shares) | 113 | 0 | |||||
Equity awards granted, net | 0 | $ 28 | (28) | ||||
ESOP allocation of common stock | 848 | 848 | |||||
Stock-based compensation | 2,866 | 2,866 | |||||
Other comprehensive income, net of tax | (2,751) | (2,751) | |||||
Ending balance (in shares) at Dec. 31, 2021 | 84,488 | ||||||
Ending balance (in shares) at Dec. 31, 2021 | 28,184 | ||||||
Balance at Dec. 31, 2021 | 812,385 | $ 21,122 | 605,867 | 684,557 | $ (427,736) | (48,728) | (22,697) |
Beginning balance (in shares) at Sep. 30, 2022 | 84,746 | ||||||
Beginning balance (in shares) at Sep. 30, 2022 | 27,682 | ||||||
Balance at Sep. 30, 2022 | 477,570 | $ 21,187 | 627,982 | 344,060 | $ (420,116) | (82,738) | (12,805) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 48,702 | 48,702 | |||||
Dividend | (6,145) | (6,145) | |||||
Shares withheld on employee taxes on vested equity awards (in shares) | 333 | ||||||
Shares withheld on employee taxes on vested equity awards | (12,734) | (180) | $ (12,554) | ||||
Amortization of deferred compensation | 571 | 571 | |||||
Equity awards granted, net (in shares) | 0 | (455) | |||||
Equity awards granted, net | 0 | $ 0 | (6,902) | $ 6,902 | |||
ESOP allocation of common stock | 1,127 | 1,127 | |||||
Stock-based compensation | 5,538 | 5,538 | |||||
Other comprehensive income, net of tax | 12,219 | 12,219 | |||||
Ending balance (in shares) at Dec. 31, 2022 | 84,746 | ||||||
Ending balance (in shares) at Dec. 31, 2022 | 27,560 | ||||||
Balance at Dec. 31, 2022 | $ 526,848 | $ 21,187 | $ 627,565 | $ 386,617 | $ (425,768) | $ (70,519) | $ (12,234) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | $ 649,384 | $ 591,749 |
Cost of goods and services | 415,559 | 425,907 |
Gross profit | 233,825 | 165,842 |
Selling, general and administrative expenses | 152,720 | 127,352 |
Income from operations | 81,105 | 38,490 |
Other income (expense) | ||
Interest expense | (24,648) | (15,681) |
Interest income | 104 | 33 |
Gain on sale of building | 10,852 | 0 |
Other, net | 607 | 1,075 |
Total other expense, net | (13,085) | (14,573) |
Income before taxes from continuing operations | 68,020 | 23,917 |
Provision for income taxes | 19,318 | 7,213 |
Income from continuing operations | 48,702 | 16,704 |
Discontinued operations: | ||
Income from operations of discontinued operations | 0 | 3,320 |
Provision for income taxes | 0 | 726 |
Income from discontinued operations | 0 | 2,594 |
Net income | $ 48,702 | $ 19,298 |
Basic earnings per common share: | ||
Income from continuing operations (in dollars per share) | $ 0.93 | $ 0.33 |
Income from discontinued operations (in dollars per share) | 0 | 0.05 |
Basic earnings per common share (in dollars per share) | $ 0.93 | $ 0.38 |
Basic weighted-average shares outstanding (in shares) | 52,579 | 51,178 |
Diluted earnings per common share: | ||
Income from continuing operations (in dollars per share) | $ 0.88 | $ 0.31 |
Income from discontinued operations (in dollars per share) | 0 | 0.05 |
Diluted earnings per common share (in dollars per share) | $ 0.88 | $ 0.36 |
Diluted weighted-average shares outstanding (in shares) | 55,298 | 53,753 |
Dividends paid per common share (in dollars per share) | $ 0.10 | $ 0.09 |
Other comprehensive income (loss), net of taxes: | ||
Foreign currency translation adjustments | $ 11,937 | $ (2,319) |
Pension and other post retirement plans | 862 | 668 |
Change in cash flow hedges | (580) | (1,100) |
Total other comprehensive income (loss), net of taxes | 12,219 | (2,751) |
Comprehensive income, net | $ 60,921 | $ 16,547 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 48,702 | $ 19,298 |
Net income from discontinued operations | 0 | (2,594) |
Adjustments to reconcile net income to net cash provided by (used in) operating activities of continuing operations: | ||
Depreciation and amortization | 17,113 | 13,081 |
Stock-based compensation | 6,742 | 4,867 |
Asset impairment charges - restructuring | 0 | 289 |
Provision for losses on accounts receivable | 482 | 352 |
Amortization of debt discounts and issuance costs | 1,023 | 654 |
Deferred income taxes | 0 | 2,883 |
Gain on sale of assets and investments | (10,923) | (154) |
Change in assets and liabilities, net of assets and liabilities acquired: | ||
(Increase) decrease in accounts receivable | 13,689 | (53,030) |
(Increase) decrease in inventories | 22,931 | (59,478) |
Increase in prepaid and other assets | 100 | 329 |
Decrease in accounts payable, accrued liabilities, income taxes payable and operating lease liabilities | (26,333) | (12,164) |
Other changes, net | 1,954 | 662 |
Net cash provided by (used in) operating activities - continuing operations | 75,480 | (85,005) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisition of property, plant and equipment | (4,726) | (10,573) |
Payments related to sale of Telephonics | (2,568) | 0 |
Proceeds from investments | 0 | 575 |
Proceeds from the sale of property, plant and equipment | 11,815 | 29 |
Net cash provided by (used in) investing activities - continuing operations | 4,521 | (9,969) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Dividends paid | (7,126) | (5,260) |
Purchase of shares for treasury | (12,735) | (10,886) |
Proceeds from long-term debt | 29,823 | 10,815 |
Payments of long-term debt | (87,539) | (2,500) |
Financing costs | (744) | (753) |
Other, net | (42) | (28) |
Net cash used in financing activities - continuing operations | (78,363) | (8,612) |
CASH FLOWS FROM DISCONTINUED OPERATIONS: | ||
Net cash provided by (used in) operating activities | (1,953) | 7,916 |
Net cash used in investing activities | 0 | (853) |
Net cash provided by (used in) discontinued operations | (1,953) | 7,063 |
Effect of exchange rate changes on cash and equivalents | 689 | (910) |
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS | 374 | (97,433) |
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD | 120,184 | 248,653 |
CASH AND EQUIVALENTS AT END OF PERIOD | $ 120,558 | $ 151,220 |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 3 Months Ended |
Dec. 31, 2022 | |
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”, “Griffon”, "we" or "us") 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. The Company was founded in 1959, is a Delaware corporation headquartered in New York, N.Y. and is listed on the New York Stock Exchange (NYSE:GFF). On June 27, 2022, we completed the sale of our Defense Electronics segment which consisted of our Telephonics subsidiary for $330,000 in cash. As a result, the results of operations of our Telephonics business is classified as a discontinued operation in the Consolidated Statements of Operations for all periods presented and classified the related assets and liabilities associated with the discontinued operation in the consolidated balance sheets. Accordingly, all references made to results and information in this Quarterly Report on Form 10-Q are to Griffon's continuing operations, unless noted otherwise. On May 16, 2022, Griffon announced that its Board of Directors initiated a process to review a comprehensive range of strategic alternatives to maximize shareholder value including a sale, merger, divestiture, recapitalization or other strategic transaction. While the process remains ongoing, there is no assurance that the process will result in any transaction being entered into or consummated. On January 24, 2022, Griffon acquired Hunter Fan Company (“Hunter”), a market leader in residential ceiling, commercial, and industrial fans, from MidOcean Partners (“MidOcean”) for a contractual purchase price of approximately $845,000. Hunter, which is part of Griffon's Consumer and Professional Products segment, complements and diversifies our portfolio of leading consumer brands and products. We financed the acquisition of Hunter with a new $800,000 seven year Term Loan B facility; we used a combination of cash on hand and revolving credit facility borrowings to fund the balance of the purchase price and related acquisition and debt expenditures. Griffon conducts its operations through two reportable segments: • Consumer and Professional Products (“CPP”) is a leading North American manufacturer and a global provider of branded consumer and professional tools; residential, industrial and commercial fans; home storage and organization products; and products that enhance indoor and outdoor lifestyles. CPP sells products globally through a portfolio of leading brands including AMES, since 1774, Hunter, since 1886, True Temper, and ClosetMaid. • Home and Building Products ("HBP") conducts its operations through Clopay Corporation ("Clopay"). Founded in 1964, Clopay is the largest manufacturer and marketer of garage doors and rolling steel doors in North America. Residential and commercial sectional garage doors are sold through professional dealers and leading home center retail chains throughout North America under the brands Clopay, Ideal, and Holmes. Rolling steel door and grille products designed for commercial, industrial, institutional, and retail use are sold under the Cornell and Cookson brands. Update on COVID-19 on our Business The health and safety of our employees, our customers and their families is always a high priority for Griffon. As of the date of this filing, all of Griffon's facilities are fully operational. When COVID-19 struck, we implemented a variety of new policies and procedures, including additional cleaning, social distancing, staggered shifts and prohibiting or significantly restricting on-site visitors, to minimize the risk to our employees of contracting COVID-19. While many of these precautions have been relaxed or eliminated as the health risk of COVID-19 has decreased, we would not hesitate to reinstitute and/or modify these policies and procedures as necessary should the health risk return to an unacceptable level. In such event, our businesses or our suppliers could be required by government authorities to temporarily cease operations; might be limited in their production capacity due to complying with restrictions relating to the operation of businesses to mitigate the impacts of COVID-19; or could suffer their own supply chain disruptions, impacting their ability to continue to supply us with the quantity of materials required by us. While we are unable to determine or predict the nature, duration or scope of the overall impact COVID-19 will have on our businesses, results of operations, liquidity or capital resources, we believe it is important to discuss where our company stands today, how we have responded (and will continue to respond) to COVID 19 and how our operations and financial condition may change as COVID-19 evolves. See information provided in Part 1, Item 1A, “Risk Factors” our Form 10-K filed on November 18, 2022. 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 fiscal year ended September 30, 2022, 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 businesses, in particular its CPP 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, 2022 was derived from the audited financial statements included in Griffon’s Annual Report on Form 10-K for the year ended September 30, 2022. The condensed consolidated financial statements include the accounts of Griffon and all subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. These estimates may be adjusted due to changes in economic, industry or customer financial conditions, as well as changes in technology or demand. Significant estimates include expected loss allowances for credit losses and returns, net realizable value of inventories, restructuring reserves, valuation of goodwill and intangible assets, sales, assumptions associated with pension benefit obligations and income or expenses, useful lives associated with depreciation and amortization of intangible and fixed assets, warranty reserves, sales incentive accruals, assumption associated with stock based compensation valuation, income taxes and tax valuation reserves, environmental reserves, legal reserves, insurance reserves, the valuation of assets and liabilities of discontinued operations, assumptions associated with valuation of acquired assets and assumed liabilities of acquired companies 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 | 3 Months Ended |
Dec. 31, 2022 | |
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. On December 31, 2022, the fair values of Griffon’s 2028 senior notes and Term Loan B facility approximated $877,298 and $485,355, respectively. Fair values were based upon quoted market prices (level 1 inputs). Insurance contracts with values of $3,466 at December 31, 2022 are measured and recorded at fair value based upon quoted prices in active markets for similar assets (level 2 inputs) and are included in Prepaid and other current assets on the Consolidated Balance Sheets. Items Measured at Fair Value on a Recurring Basis At December 31, 2022, marketable debt and equity securities, measured at fair value based on quoted prices in active markets for similar assets (level 2 inputs), with a fair value of $67 ($83 cost basis) were included in Prepaid and other current assets on the Consolidated Balance Sheets. Realized and unrealized gains and losses on marketable debt and equity 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 December 31, 2022, Griffon entered into several such contracts in order to lock into a foreign currency rate for planned settlements of trade liabilities payable in U.S. dollars. At December 31, 2022, Griffon had $15,000 of Australian dollar contracts at a weighted average rate of $1.46 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 $188 ($132, net of tax) at December 31, 2022. Upon settlement, gains of $2,261 were recorded in COGS during the quarter ended December 31, 2022, respectively. All contracts expire in 30 to 90 days. At December 31, 2022, Griffon had $71,500 of Chinese Yuan contracts at a weighted average rate of $6.88 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 |
REVENUE
REVENUE | 3 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE The Company recognizes revenue when performance obligations identified under the terms of contracts with its customers are satisfied. A performance obligation is a promise in a contract to transfer a distinct good or service, or a bundle of goods or services, to the customer, and is the unit of accounting. A contract with a customer is an agreement which both parties have approved, that creates enforceable rights and obligations, has commercial substance and with respect to which payment terms are identified and collectability is probable. Once the Company has entered into a contract or purchase order, it is evaluated to identify performance obligations. For each performance obligation, revenue is recognized when control of the promised products is transferred to the customer, or services are satisfied under the contract or purchase order, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products or services (the transaction price). The Company’s performance obligations are recognized at a point in time related to the manufacture and sale of a broad range of products and components, and revenue is recognized when title, and risk and rewards of ownership, have transferred to the customer, which is generally upon shipment. For a complete explanation of Griffon’s revenue accounting policies, this note should be read in conjunction with Griffon’s Annual Report on Form 10-K for the year ended September 30, 2022. See Note 13 - Business Segments for revenue from contracts with customers disaggregated by end markets, segments and geographic location. |
ACQUISITIONS
ACQUISITIONS | 3 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | ACQUISITIONS Griffon continually evaluates potential acquisitions that strategically fit within its portfolio or expand its portfolio into new product lines or adjacent markets. Griffon has completed a number of acquisitions that have been accounted for as business combinations, in which assets acquired and liabilities assumed are recorded at fair value as of the date of acquisition and have resulted in the recognition of goodwill. The operating results of the business acquisitions 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 unless otherwise noted. On January 24, 2022, Griffon acquired Hunter, a market leader in residential ceiling, commercial, and industrial fans, from MidOcean for a contractual purchase price of $845,000. The acquisition was primarily financed with a new $800,000 seven year Term Loan B facility; we used a combination of cash on hand and revolver borrowings to fund the balance of the purchase price and related acquisition and debt expenditures. Hunter complements and diversifies Griffon's portfolio of leading consumer brands and products. For the three months ended December 31, 2022, Hunter's revenue and Segment Adjusted EBITDA was $54,117 and $4,428, respectively. The goodwill recognized was $256,728, which was assigned to the CPP segment, and is not deductible for income tax purposes. The preliminary purchase price allocation is based on appraisals and other analysis of fair values of acquired assets and liabilities. The following unaudited proforma summary from continuing operations presents consolidated information as if the Company acquired Hunter on October 1, 2020: Proforma For the Three Months Ended December 31, (unaudited) 2021 Revenue $ 670,839 Income from continuing operations 19,974 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 Telephonics business as a discontinued operation, to the historical results of Hunter after applying Griffon’s accounting policies and the following proforma adjustments: • 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, 2021. • Additional interest and related expenses from the new $800,000 seven year Term Loan B facility that Griffon used to acquire Hunter Fan reduced by historical Hunter interest expense. • The tax effects on the above adjustments using the statutory tax rate of 25.7% for Griffon and 27.1% for Hunter. The calculation of the preliminary purchase price allocation is as follows: Accounts receivable (1) $ 64,602 Inventories (2) 110,299 Other current assets 7,940 Property, plant and equipment 15,007 Operating lease right-of-use assets 12,447 Goodwill 256,728 Intangible assets 616,000 Total assets acquired $ 1,083,023 Accounts payable and accrued liabilities $ 69,789 Current portion of operating lease liabilities 3,323 Deferred tax liability (3) 145,486 Long-term operating lease liabilities 9,123 Other long-term liabilities 3,848 Total liabilities assumed $ 231,569 Total net assets acquired $ 851,454 (1) Includes $67,201 of gross accounts receivable of which $2,599 was not expected to be collected. The fair value of accounts receivable approximated book value acquired. (2) Includes $113,287 of gross inventory of which $2,988 was reserved for obsolete items. (3) Deferred tax liability recorded on intangibles assets. The amounts assigned to goodwill and major intangible asset classifications for the Hunter acquisition are as follows: Average Life (Years) Goodwill $ 256,728 N/A Indefinite-lived intangibles (Hunter and Casablanca brands) 356,000 N/A Definite-lived intangibles (Customer relationships) 250,000 20 Total goodwill and intangible assets $ 862,728 |
INVENTORIES
INVENTORIES | 3 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories are stated at the lower of cost (first-in, first-out or average cost) or net realizable value. The following table details the components of inventory: At December 31, 2022 At September 30, 2022 Raw materials and supplies $ 163,118 $ 173,520 Work in process 34,484 50,963 Finished goods 448,750 444,710 Total $ 646,352 $ 669,193 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 3 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | PROPERTY, PLANT AND EQUIPMENT The following table details the components of property, plant and equipment, net: At December 31, 2022 At September 30, 2022 Land, building and building improvements $ 157,626 $ 159,693 Machinery and equipment 518,478 511,779 Leasehold improvements 35,814 35,489 711,918 706,961 Accumulated depreciation and amortization (421,413) (412,400) Total $ 290,505 $ 294,561 Depreciation and amortization expense for property, plant and equipment was $11,489 and $10,694 for the quarters ended December 31, 2022 and 2021, respectively. Depreciation and amortization expense included in Selling, general and administrative ("SG&A") expenses was $4,239 and $3,400 for the quarters ended December 31, 2022 and 2021, respectively. Remaining components of depreciation, attributable to manufacturing operations, are included in Cost of goods and services. |
CREDIT LOSSES
CREDIT LOSSES | 3 Months Ended |
Dec. 31, 2022 | |
Credit Loss [Abstract] | |
CREDIT LOSSES | CREDIT LOSSES The Company is exposed to credit losses primarily through sales of products and services. Trade receivables are recorded at their stated amount, less allowances for discounts, credit losses and returns. The Company’s expected loss allowance methodology for trade receivables is primarily based on the aging method of the accounts receivables balances and the financial condition of its customers. The allowances represent estimated uncollectible receivables associated with potential customer defaults on contractual obligations (usually due to customers’ potential insolvency), discounts related to early payment of accounts receivables by customers and estimates for returns. The allowance for credit losses includes amounts for certain customers in which a risk of default has been specifically identified, as well as an amount for customer defaults, based on a formula, when it is determined the risk of some default is probable and estimable, but cannot yet be associated with specific customers. Allowance for discounts and returns are recorded as a reduction of revenue and the provision related to the allowance for credit losses is recorded in SG&A expenses. The Company also considers current and expected future economic and market conditions when determining any estimate of credit losses. Generally, estimates used to determine the allowance are based on assessment of anticipated payment and all other historical, current and future information that is reasonably available. All accounts receivable amounts are expected to be collected in less than one year. Based on a review of the Company's policies and procedures across all segments, including the aging of its trade receivables, recent write-off history and other factors related to future macroeconomic conditions, Griffon determined that its method to determine credit losses and the amount of its allowances for bad debts is in accordance with the accounting guidance for credit losses on financial instruments, including trade receivables, in all material respects. The following table provides a roll-forward of the allowance for credit losses that is deducted from the amortized cost basis of accounts receivable to present the net amount expected to be collected: Three months ended December 31, 2022 2021 Beginning Balance, October 1 $ 12,137 $ 8,787 Provision for expected credit losses 1,457 1,039 Amounts written off charged against the allowance (48) (4) Other, primarily foreign currency translation 90 (35) Ending Balance, December 31 $ 13,636 $ 9,787 |
GOODWILL AND OTHER INTANGIBLES
GOODWILL AND OTHER INTANGIBLES | 3 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLES | GOODWILL AND OTHER INTANGIBLES The following table provide a summary of the carrying value of goodwill by segment as of September 30, 2022 and December 31, 2022, as follows: At September 30, 2022 Hunter Acquisition (1) At December 31, 2022 Consumer and Professional Products $ 144,537 $ (1,808) $ 142,729 Home and Building Products 191,253 — 191,253 Total $ 335,790 $ (1,808) $ 333,982 (1) The decrease is due to the preliminary allocation of the purchase price for the Hunter acquisition. The following table provides the gross carrying value and accumulated amortization for each major class of intangible assets: At December 31, 2022 At September 30, 2022 Gross Carrying Amount Accumulated Average Gross Carrying Amount Accumulated Customer relationships & other $ 443,915 $ 97,316 23 $ 442,085 $ 91,143 Technology and patents 14,648 3,197 13 14,326 3,022 Total amortizable intangible assets 458,563 100,513 456,411 94,165 Trademarks 403,076 — 399,668 — Total intangible assets $ 861,639 $ 100,513 $ 856,079 $ 94,165 The gross carrying amount of intangible assets was impacted by $5,560 related to favorable foreign currency translation. Amortization expense for intangible assets was $5,624 and $2,387 for the quarters ended December 31, 2022 and 2021, respectively. The increase in intangible assets and amortization is related to the Hunter acquisition. Amortization expense for the remainder of 2023 and the next five fiscal years and thereafter, based on current intangible balances and classifications, is estimated as follows: remaining in 2023 - $16,161; 2024 - $21,305; 2025 - $21,305; 2026 - $21,305; 2027 - $21,305; 2028 - $21,305; thereafter $235,364. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXESDuring the quarter ended December 31, 2022, the Company recognized a tax provision of $19,318 on income before taxes from continuing operations of $68,020, compared to a tax provision of $7,213 on income before taxes from continuing operations of $23,917 in the comparable prior year quarter. The current year quarter results include a gain on the sale of a building of $10,852 ($8,323, net of tax), strategic review (retention and other) of $8,232 ($6,222, net of tax), proxy costs of $1,503 ($1,153, net of tax), and discrete and certain other tax benefits, net, that affect comparability of $333. The prior year quarter results included restructuring charges of $1,716 ($1,330, net of tax), acquisition costs of $2,595 ($2,003, net of tax), proxy contest costs of $2,291 ($1,768, net of tax) and discrete and certain other tax benefits, net, that affect comparability of $891. Excluding these items, the effective tax rates for the quarters ended December 31, 2022 and 2021 were 29.1% and 31.5%, respectively. |
LONG-TERM DEBT
LONG-TERM DEBT | 3 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT At December 31, 2022 At September 30, 2022 Outstanding Balance Original Issuer Premium/(Discount) Capitalized Fees & Expenses Balance Sheet Coupon Interest Rate Outstanding Balance Original Issuer Premium/(Discount) Capitalized Fees & Expenses Balance Sheet Coupon Interest Rate Senior notes due 2028 (a) $ 974,775 $ 254 (10,434) $ 964,595 5.75 % $ 974,775 $ 266 $ (10,939) $ 964,102 5.75 % Term Loan B due 2029 (b) 494,000 (1,101) (8,472) 484,427 Variable 496,000 (1,144) (8,823) 486,033 Variable Revolver due 2025 (b) 45,100 — (1,104) 43,996 Variable 97,328 — (1,227) 96,101 Variable Finance lease - real estate (c) 12,751 — — 12,751 Variable 13,091 — — 13,091 Variable Non US lines of credit (d) — — (4) (4) Variable — — (2) (2) Variable Non US term loans (d) 12,663 — (21) 12,642 Variable 12,090 — (27) 12,063 Variable Other long term debt (e) 2,127 — (13) 2,114 Variable 2,276 — (13) 2,263 Variable Totals 1,541,416 (847) (20,048) 1,520,521 1,595,560 (878) (21,031) 1,573,651 less: Current portion (12,840) — — (12,840) (12,653) — — (12,653) Long-term debt $ 1,528,576 $ (847) $ (20,048) $ 1,507,681 $ 1,582,907 $ (878) $ (21,031) $ 1,560,998 Three Months Ended December 31, 2022 Three Months Ended December 31, 2021 Effective Interest Rate Cash Interest Amort. Debt (Premium)/Discount Amort. Debt Issuance Costs & Other Fees Total Interest Expense Effective Interest Rate Cash Interest Amort. Debt Amort. Total Interest Expense Senior notes due 2028 (a) 5.9 % $ 14,012 $ (12) $ 505 $ 14,505 5.9 % $ 14,375 $ (12) $ 518 $ 14,881 Term Loan B due 2029 (b) Variable 7,808 43 351 8,202 n/a — — — — Revolver due 2025 (b) Variable 1,344 — 123 1,467 Variable 261 — 122 383 Finance lease - real estate (c) 5.6 % 178 — — 178 5.6 % 198 — 4 202 Non US lines of credit (d) Variable 155 — 13 168 Variable 3 — 4 7 Non US term loans (d) Variable — — — — Variable 166 — 17 183 Other long term debt (e) Variable 130 — — 130 Variable 97 — 1 98 Capitalized interest (2) — — (2) (73) — — (73) Totals $ 23,625 $ 31 $ 992 $ 24,648 $ 15,027 $ (12) $ 666 $ 15,681 (a) During 2020, Griffon issued, at par, $1,000,000 of 5.75% Senior Notes due 2028 (the “2028 Senior Notes”). Proceeds from the 2028 Senior Notes were used to redeem $1,000,000 of 5.25% Senior Notes due 2022. In connection with the issuance and exchange of the 2028 Senior Notes, Griffon capitalized $16,448 of underwriting fees and other expenses incurred, which is being amortized over the term of such notes. During 2022, Griffon purchased $25,225 of 2028 Senior Notes in the open market at a weighted average discount of 91.82% of par, or $23,161. In connection with these purchases, Griffon recognized a $1,767 net gain on the early extinguishment of debt comprised of $2,064 of face value in excess of purchase price, offset by $297 related to the write-off of underwriting fees and other expenses. As of December 31, 2022, outstanding 2028 Senior Notes due totaled $974,775; interest is payable semi-annually on March 1 and September 1. The 2028 Senior Notes are senior unsecured obligations of Griffon guaranteed by certain domestic subsidiaries, and subject to certain covenants, limitations and restrictions. The 2028 Senior Notes were registered under the Securities Act of 1933, as amended (the "Securities Act") via exchange offer. The fair value of the 2028 Senior Notes approximated $877,298 on December 31, 2022 based upon quoted market prices (level 1 inputs). At December 31, 2022, $10,434 of underwriting fees and other expenses incurred remained to be amortized. (b) On January 24, 2022, Griffon amended and restated its Revolving Credit Facility (as amended, "Credit Agreement") to provide for a new $800,000 Term Loan B facility, due January 24, 2029, in addition to its $400,000 revolving credit facility ("Revolver"), and replaced LIBOR with SOFR (Secured Overnight Financing Rate). The Term Loan B accrues interest at the Term SOFR rate plus a credit adjustment spread with a floor of 0.50%, and a current spread of 2.50% (7.01% as of December 31, 2022). Additionally, there are two interest rate step-downs tied to achieving decreased secured leverage ratio thresholds, the first of which was achieved during 2022. The Original Issue Discount for the Term Loan B was 99.75%. In connection with this amendment, Griffon capitalized $15,466 of underwriting fees and other expenses incurred, which are being amortized over the term of the loan. The Term Loan B facility requires nominal quarterly principal payments of $2,000, which began with the quarter ended June 30, 2022; potential additional annual principal payments based on a percentage of excess cash flow and certain secured leverage thresholds starting with the fiscal year ending September 30, 2023; and a final balloon payment due at maturity. Term Loan B borrowings may generally be repaid without penalty but may not be re-borrowed. During the third quarter of 2022, Griffon prepaid $300,000 aggregate principal amount of the Term Loan B, which permanently reduced the outstanding balance. In connection with the prepayment of the Term Loan B, Griffon recognized a $6,296 charge on the prepayment of debt; $5,575 related to the write-off of underwriting fees and other expenses and $721 of the original issuer discount. The Term Loan B facility is subject to the same affirmative and negative covenants that apply to the Revolver, but is not subject to any financial maintenance covenants. Term Loan B borrowings are secured by the same collateral as the Revolver on an equal and ratable basis. The fair value of the Term Loan B facility approximated $485,355 on December 31, 2022 based upon quoted market prices (level 1 inputs). At December 31, 2022, $8,472 of underwriting fees and other expenses incurred, remained to be amortized. The Revolver's maximum borrowing availability is $400,000 and it matures on March 22, 2025. The Revolver includes a letter of credit sub-facility with a limit of $100,000; a multi-currency sub-facility of $200,000; and contains a customary accordion feature that permits us to request, subject to each lender's consent, an increase in the maximum aggregate amount that can be borrowed by up to an additional $100,000. During 2022, Griffon replaced the Revolver GBP LIBOR benchmark rate with a Sterling Overnight Index Average ("SONIA"). Borrowings under the Revolver may be repaid and re-borrowed at any time. Interest is payable on borrowings at either a SOFR, SONIA or base rate benchmark rate, plus an applicable margin, which adjusts based on financial performance. Griffon's SOFR loans accrue interest at Term SOFR plus a credit adjustment spread and a margin of 1.50% (5.91% at December 31, 2022) and SONIA loans accrue interest at SONIA Base Rate plus a credit adjustment spread and a margin of 1.50% (4.96% at December 31, 2022). The Revolver 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. Both the Revolver and Term Loan B 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. At December 31, 2022, there were $45,100 of outstanding borrowings under the Revolver; outstanding standby letters of credit were $12,287; and $342,613 was available, subject to certain loan covenants, for borrowing at that date. (c) Griffon has one finance lease outstanding for real estate located in Ocala, Florida. The lease matures in 2025 and bears interest at a fixed rate of approximately 5.6%. The Ocala, Florida lease contains two five-year renewal options. At December 31, 2022, $12,751 was outstanding. During 2022, the financing lease on the Troy, Ohio location expired. The lease bore interest at a rate of approximately 5.0%, was secured by a mortgage on the real estate, which was guaranteed by Griffon, and had a one dollar buyout at the end of the lease. Griffon exercised the one dollar buyout option in November 2021. Refer to Note 21- Leases for further details. (d) In November 2012, Garant G.P. (“Garant”), a Griffon wholly owned subsidiary, entered into a CAD 15,000 ($11,072 as of December 31, 2022) revolving credit facility. Effective in December 2022, the facility was amended to replace LIBOR (USD) with the Canadian Dollar Offer Rate ("CDOR"). The facility accrues interest at CDOR or the Bankers Acceptance Rate (CDN) plus 1.3% per annum (6.04% using CDOR and 5.79% using Bankers Acceptance Rate CDN as of December 31, 2022). The revolving facility matures in December 2023, but is renewable upon mutual agreement with the lender. Garant is required to maintain a certain minimum equity. At December 31, 2022, there were no outstanding borrowings under the revolving credit facility with CAD 15,000 ($11,072 as of December 31, 2022) available. During 2022, Griffon Australia Holdings Pty Ltd and its Australian subsidiaries (collectively, "Griffon Australia") amended its AUD 18,375 term loan, AUD 20,000 revolver and AUD 15,000 receivable purchase facility agreement that was entered into in July 2016 and further amended in fiscal 2020. Griffon Australia paid off the term loan in the amount of AUD 9,625 and canceled the AUD 20,000 revolver. The amendment refinanced the existing AUD 15,000 receivable purchase facility. The receivable purchase facility matures in March 2023, but is renewable upon mutual agreement with the lender. The receivable purchase facility accrues interest at BBSY (Bank Bill Swap Rate) plus 1.25% per annum (4.51% at December 31, 2022). At December 31, 2022, there was no balance outstanding under the receivable purchase facility with AUD 15,000 ($10,134 as of December 31, 2022) available. The receivable purchase facility is secured by substantially all of the assets of Griffon Australia and its subsidiaries. Griffon Australia is required to maintain a certain minimum equity level. In July 2018, The AMES Companies UK Ltd and its subsidiaries (collectively, "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 438 and GBP 105 plus interest, respectively, and have balloon payments due upon maturity, July 2023, of GBP 7,088 and GBP 2,349, respectively. Effective in January 2022, the Term Loan and Mortgage Loan were amended to replace GBP LIBOR with SONIA. The Term Loan and Mortgage Loans each accrue interest at the SONIA Rate plus 1.80% (5.23% at December 31, 2022). The revolving facility accrues interest at the Bank of England Base Rate plus 3.25% (6.75% as of December 31, 2022). The revolving credit facility matures in July 2023, but is renewable upon mutual agreement with the lender. As of December 31, 2022, the revolver had no outstanding balance while the term and mortgage loan balances amounted to GBP 10,519 ($12,663 as of December 31, 2022). The revolver and the term loan are both secured by substantially all the assets of AMES UK and its subsidiaries. AMES UK is subject to a maximum leverage ratio and a minimum fixed charges cover ratio. (e) Other long-term debt primarily consists of a loan with the Pennsylvania Industrial Development Authority, with the balance consisting of finance leases. At December 31, 2022, Griffon and its subsidiaries were in compliance with the terms and covenants of all credit and loan agreements. |
SHAREHOLDERS' EQUITY AND EQUITY
SHAREHOLDERS' EQUITY AND EQUITY COMPENSATION | 3 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY AND EQUITY COMPENSATION | SHAREHOLDERS’ EQUITY AND EQUITY COMPENSATION During the three months ended December 31, 2022, the Company paid a quarterly cash dividend of $0.10 per share. During 2022, the Company paid a regular quarterly cash dividend of $0.09 per share, totaling $0.36 per share for the year. Additionally, on June 27, 2022, the Board of Directors declared a special cash dividend of $2.00 per share, paid on July 20, 2022. For all dividends, a dividend payable is established for the holders of restricted shares; such dividends will be released upon vesting of the underlying restricted shares. On January 30, 2023, the Board of Directors declared a quarterly cash dividend of $0.10 per share, payable on March 23, 2023 to shareholders of record as of the close of business on February 23, 2023. On January 29, 2016, shareholders approved the Griffon Corporation 2016 Equity Incentive Plan (the "Original Incentive Plan") pursuant to which, among other things, 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 Original Incentive Plan pursuant to which, among other things, 1,000,000 shares were added to the Original Incentive Plan; and on January 30, 2020, shareholders approved Amendment No. 2 to the Original Incentive Plan, pursuant to which 1,700,000 shares were added to the Original Incentive Plan. On February 17, 2022, shareholders approved the Amended and Restated 2016 Equity Incentive Plan (the “Amended Incentive Plan”), which amended and restated the Original Incentive Plan and pursuant to which, among other things, 1,200,000 shares were added to the Original Incentive Plan. Options granted under the Amended 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 Amended Incentive Plan is 6,250,000 (600,000 of which may be issued as incentive stock options), plus (i) any shares that were reserved for issuance under the Original Incentive Plan as of the effective date of the Original Incentive Plan, and (ii) any shares underlying awards outstanding on such date under the 2011 Incentive Plan that were subsequently canceled or forfeited. As of December 31, 2022, there were 368,445 shares available for grant. Compensation expense for restricted stock and restricted stock units is recognized ratably over the required service period based on the fair value of the grant, calculated as the number of shares or units granted multiplied by the stock price on the date of grant, and for performance shares, including performance units, the likelihood of achieving the performance criteria. The Company recognizes forfeitures as they occur. Compensation expense for restricted stock granted to two senior executives is calculated as the maximum number of shares granted, upon achieving certain performance criteria, multiplied by the stock price as valued by a Monte Carlo Simulation Model. Compensation cost related to stock-based awards with graded vesting, generally over a period of three The following table summarizes the Company’s compensation expense relating to all stock-based incentive plans: For the Three Months Ended December 31, 2022 2021 Restricted stock $ 5,538 $ 3,890 ESOP 1,204 977 Total stock-based compensation $ 6,742 $ 4,867 During the first quarter of 2023, Griffon granted 466,677 shares of restricted stock and restricted stock units ("RSUs"). This includes 249,480 shares of restricted stock and 11,901 RSUs granted to 44 executives and key employees, subject to certain performance conditions, with a vesting period of thirty-six months and a total fair value of $8,385, or a weighted average fair value of $33.61 per share. This also includes 205,296 shares of restricted stock granted to two senior executives with a vesting period of thirty-six months and a two-year post-vesting holding period, subject to the achievement of certain performance conditions relating to required levels of return on invested capital and the relative total shareholder return of Griffon's common stock as compared to a market index. So long as the minimum performance conditions are attained, the amount of shares that can vest will range from a minimum of 51,324 to a maximum of 205,296, with the target number of shares being 102,648. The total fair value of these restricted shares, assuming achievement of the performance conditions at target, is $3,555, or a weighted average fair value of $34.63 per share. During the three months ended December 31, 2022, 454,776 shares granted were issued out of treasury stock. On each of August 3, 2016 and August 1, 2018, 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 three months ended December 31, 2022, Griffon did not purchase any shares of common stock under these repurchase programs. As of December 31, 2022, an aggregate of $57,955 remains under Griffon's Board authorized repurchase programs. During the three months ended December 31, 2022, 345,051 shares, with a market value of $12,627, or $36.59 per share were withheld to settle employee taxes due upon the vesting of restricted stock, and were added to treasury stock. Furthermore, during the three months ended December 31, 2022, an additional 3,066 shares, with a market value of $108, or $35.31 per share, were withheld from common stock issued upon the vesting of restricted stock units to settle employee taxes due upon vesting. |
EARNINGS PER SHARE (EPS)
EARNINGS PER SHARE (EPS) | 3 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE (EPS) | EARNINGS PER SHARE (EPS) Basic EPS was calculated by dividing income available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted EPS was calculated by dividing income available to common shareholders by the weighted average number of shares of common stock outstanding plus additional common shares that could be issued in connection with stock-based compensation. The following table is a reconciliation of the share amounts (in thousands) used in computing earnings per share: Three Months Ended December 31, 2022 2021 Common shares outstanding 57,186 56,304 Unallocated ESOP shares (979) (1,816) Non-vested restricted stock (3,230) (2,869) Impact of weighted average shares (398) (441) Weighted average shares outstanding - basic 52,579 51,178 Incremental shares from stock-based compensation 2,719 2,575 Weighted average shares outstanding - diluted 55,298 53,753 |
BUSINESS SEGMENTS
BUSINESS SEGMENTS | 3 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENTS | BUSINESS SEGMENTS Griffon reports its operations through two reportable segments, as follows: • Consumer and Professional Products (“CPP”) is a leading North American manufacturer and a global provider of branded consumer and professional tools; residential, industrial and commercial fans; home storage and organization products; and products that enhance indoor and outdoor lifestyles. CPP sells products globally through a portfolio of leading brands including AMES, since 1774, Hunter, since 1886, True Temper, and ClosetMaid. • Home and Building Products ("HBP") conducts its operations through Clopay. Founded in 1964, Clopay is the largest manufacturer and marketer of garage doors and rolling steel doors in North America. Residential and commercial sectional garage doors are sold through professional dealers and leading home center retail chains throughout North America under the brands Clopay, Ideal, and Holmes. Rolling steel door and grille products designed for commercial, industrial, institutional, and retail use are sold under the Cornell and Cookson brands. Information on Griffon’s reportable segments from continuing operations is as follows: For the Three Months Ended December 31, REVENUE 2022 2021 Consumer and Professional Products $ 252,811 $ 283,173 Home and Building Products 396,573 308,576 Total revenue $ 649,384 $ 591,749 Disaggregation of Revenue Revenue from contracts with customers is disaggregated by end markets, segments and geographic location, as it more accurately depicts the nature and amount of the Company’s revenue. The following table presents revenue disaggregated by end market and segment: For the Three Months Ended December 31, 2022 2021 Residential repair and remodel $ 81,706 $ 38,759 Retail 68,497 130,235 Residential new construction 12,487 10,327 Industrial 17,093 11,306 International excluding North America 73,028 92,546 Total Consumer and Professional Products 252,811 283,173 Residential repair and remodel 190,730 145,085 Commercial construction 169,514 130,789 Residential new construction 36,329 32,702 Total Home and Building Products 396,573 308,576 Total Consolidated Revenue $ 649,384 $ 591,749 The following table presents revenue disaggregated by geography based on the location of the Company's customer: For the Three Months Ended December 31, 2022 2021 CPP HBP Total CPP HBP Total United States $ 153,667 $ 379,300 $ 532,967 $ 164,899 $ 294,576 $ 459,475 Europe 4,696 16 4,712 18,330 37 18,367 Canada 23,116 15,355 38,471 22,628 12,013 34,641 Australia 66,217 — 66,217 74,349 — 74,349 All other countries 5,115 1,902 7,017 2,967 1,950 4,917 Consolidated revenue $ 252,811 $ 396,573 $ 649,384 $ 283,173 $ 308,576 $ 591,749 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 from 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 December 31, 2022 2021 Segment adjusted EBITDA: Consumer and Professional Products $ (1,809) $ 16,214 Home and Building Products 124,145 56,297 Segment adjusted EBITDA 122,336 72,511 Unallocated amounts, excluding depreciation * (13,776) (13,263) Adjusted EBITDA 108,560 59,248 Net interest expense (24,544) (15,648) Depreciation and amortization (17,113) (13,081) Gain on sale of building 10,852 — Strategic review - retention and other (8,232) — Proxy expenses (1,503) (2,291) Acquisition costs — (2,595) Restructuring charges — (1,716) Income before taxes from continuing operations $ 68,020 $ 23,917 * Unallocated amounts typically include general corporate expenses not attributable to a reportable segment. For the Three Months Ended December 31, DEPRECIATION and AMORTIZATION 2022 2021 Segment: Consumer and Professional Products $ 13,127 $ 8,606 Home and Building Products 3,846 4,338 Total segment depreciation and amortization 16,973 12,944 Corporate 140 137 Total consolidated depreciation and amortization $ 17,113 $ 13,081 CAPITAL EXPENDITURES Segment: Consumer and Professional Products $ 2,658 $ 7,130 Home and Building Products 2,068 3,349 Total segment 4,726 10,479 Corporate — 94 Total consolidated capital expenditures $ 4,726 $ 10,573 ASSETS At December 31, 2022 At September 30, 2022 Segment assets: Consumer and Professional Products $ 1,908,749 $ 1,914,529 Home and Building Products 707,309 737,860 Total segment assets 2,616,058 2,652,389 Corporate 155,487 158,310 Total continuing assets 2,771,545 2,810,699 Discontinued operations 5,693 5,775 Consolidated total $ 2,777,238 $ 2,816,474 |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 3 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS Defined benefit pension expense (income) included in Other Income (Expense), net was as follows: Three Months Ended December 31, 2022 2021 Interest cost $ 1,825 $ 796 Expected return on plan assets (2,553) (2,589) Amortization: Recognized actuarial loss 944 845 Net periodic expense (income) $ 216 $ (948) |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 3 Months Ended |
Dec. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS In October 2021, the Financial Accounting Standards Board ("FASB") issued ASU No. 2021-08, Business Combinations (Topic 805); Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . This new guidance affects all entities that enter into a business combination within the scope of ASC 805-10. Under this new guidance, the acquirer should determine what contract assets and/or liabilities it would have recorded under ASC 606 (Revenue Guidance) as of the acquisition date, as if the acquirer had entered into the original contract at the same date and on the same terms as the acquirer. Under current U.S. GAAP, contract assets and contract liabilities acquired in a business combination are recorded by the acquirer at fair value. This update is effective for the Company beginning in fiscal 2023. Adoption of this standard did not have a material impact on our consolidated financial statements and the related disclosures. The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements, and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 3 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | DISCONTINUED OPERATIONS On September 27, 2021, Griffon announced it was exploring strategic alternatives for its DE segment, which consisted of its Telephonics subsidiary. On June 27, 2022, Griffon completed the sale of Telephonics to TTM for $330,000 in cash, excluding $2,568 for post-closing working capital adjustments. In connection with the sale of Telephonics, the Company recorded a gain of $107,517 ($89,241, net of tax) for the year ended September 30, 2022. The gain and related tax for the sale of Telephonics is preliminary and is subject to finalization. In accordance with ASC 205-20 Presentation of Financial Statements: Discontinued Operations, a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when the component of an entity meets the criteria in paragraph 205-20-45-10. In the period in which the component meets held-for-sale or discontinued operations criteria, the major current assets, other assets, current liabilities, and noncurrent liabilities shall be reported as components of total assets and liabilities separate from those balances of the continuing operations. At the same time, the results of all discontinued operations, less applicable income taxes (benefit), shall be reported as components of net income (loss) separate from the net income (loss) of continuing operations. Defense Electronics (DE or Telephonics) The following amounts related to Telephonics have been segregated from Griffon's continuing operations and are reported as a discontinued operation: For the Three Months Ended December 31, 2021 Revenue $ 53,993 Cost of goods and services 40,961 Gross profit 13,032 Selling, general and administrative expenses 10,020 Income from discontinued operations 3,012 Other income (expense) Interest income, net — Other, net 308 Total other income (expense) 308 Income from discontinued operations before taxes $ 3,320 Provision for income taxes 726 Income from discontinued operations $ 2,594 Depreciation and amortization was excluded from the prior year results since DE was classified as a discontinued operation and, accordingly, the Company ceased depreciation and amortization in accordance with discontinued operations accounting guidelines. Depreciation and amortization would have been approximately $2,700 for the quarter ended December 31, 2021. The following amounts summarize the total assets and liabilities related to Telephonics, Installation Services and other discontinued activities which have been segregated from Griffon’s continuing operations, and are reported as assets and liabilities of discontinued operations in the Condensed Consolidated Balance Sheets: At December 31, 2022 At September 30, 2022 Assets of discontinued operations: Prepaid and other current assets $ 1,122 $ 1,189 Other long-term assets 4,571 4,586 Total assets of discontinued operations $ 5,693 $ 5,775 Liabilities of discontinued operations: Accrued liabilities, current $ 8,141 $ 12,656 Other long-term liabilities 4,209 4,262 Total liabilities of discontinued operations $ 12,350 $ 16,918 At December 31, 2022 and September 30, 2022, Griffon's discontinued assets and liabilities includes the Company's obligation of $5,288 and $8,846, respectively, in connection with the sale of Telephonics primarily related to certain customary post-closing adjustments, primarily working capital and stay bonuses. At December 31, 2022 and September 30, 2022, Griffon’s liabilities for Installations Services and other discontinued operations primarily relate to insurance claims, income taxes, product liability, warranty and environmental reserves total $7,062 and $8,072, respectively. There was no reported revenue in the quarters ended December 31, 2022 and 2021 for Installations Services and other discontinued operations. |
RESTRUCTURING CHARGES
RESTRUCTURING CHARGES | 3 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING CHARGES | RESTRUCTURING CHARGES In November 2019, Griffon announced the development of a next-generation business platform for CPP to enhance the growth, efficiency, and competitiveness of its U.S. operations, and on November 12, 2020, Griffon announced that CPP was broadening this strategic initiative to include additional North American facilities, the AMES United Kingdom (U.K.) and Australia businesses, and a manufacturing facility in China. On April 28, 2022, Griffon announced a reduced scope and accelerated timeline for the initiative, which was completed in fiscal 2022. The cost to implement this new business platform, over the duration of the project, included one-time charges of approximately $51,869 and capital investments of approximately $15,000, net of future proceeds from the sale of exited facilities. Total cumulative charges of $51,869 consisted of cash charges totaling $35,691 and non-cash, asset-related charges totaling $16,178; the cash charges included $12,934 for one-time termination benefits and other personnel-related costs and $22,757 for facility exit costs. As a result of these transactions, headcount was reduced by approximately 420. In the quarter ended December 31, 2021, CPP incurred pre-tax restructuring and related exit costs approximating $1,716. During the quarter ended December 31, 2021, cash charges totaled $1,427 and non-cash, asset-related charges totaled $289; the cash charges included $260 for one-time termination benefits and other personnel-related costs and $1,167 for facility exit costs. A summary of the restructuring and other related charges included in Cost of goods and services and SG&A expenses in the Company's Condensed Consolidated Statements of Operations were as follows: For the Three Months Ended December 31, 2021 Cost of goods and services $ 322 Selling, general and administrative expenses 1,394 Total restructuring charges $ 1,716 For the Three Months Ended December 31, 2021 Personnel related costs $ 260 Facilities, exit costs and other 1,167 Non-cash facility and other 289 Total $ 1,716 The following table summarizes the accrued liabilities of the Company's restructuring actions: Cash Charges Non-Cash Personnel related costs Facilities & Facility and Other Costs (1) Total Accrued liability at September 30, 2021 $ 418 $ 264 $ — $ 682 Q1 Restructuring charges 260 1,167 289 1,716 Q1 Cash payments (275) (1,167) — (1,442) Q1 Non-cash charges — — (289) (289) Accrued liability at December 31, 2021 $ 403 $ 264 $ — $ 667 ___________________ (1) Non-cash charges in Facility and Other Costs primarily represent the non-cash write-off of certain long-lived assets and inventory that has no recoverable value in connection with certain facility closures Cash Charges Personnel related costs Facilities & Total Accrued liability at September 30, 2022 $ 386 $ 264 $ 650 Q1 Cash payments (74) (93) (167) Accrued liability at December 31, 2022 $ 312 $ 171 $ 483 |
OTHER INCOME (EXPENSE)
OTHER INCOME (EXPENSE) | 3 Months Ended |
Dec. 31, 2022 | |
Other Income and Expenses [Abstract] | |
OTHER INCOME (EXPENSE) | OTHER INCOME (EXPENSE) For the quarters ended December 31, 2022 and 2021, Other income (expense) of $607 and $1,075, respectively, includes $67 and ($394), respectively, of net currency exchange gains (losses) in connection with the translation of receivables and payables denominated in currencies other than the functional currencies of Griffon and its subsidiaries, net periodic benefit plan income (expense) of $(216) and $948, respectively, and $33 and $374, respectively, of net investment income. Other income (expense) also includes rental income of $212 and $156 for the three months ended December 31, 2022 and 2021, respectively. Additionally, it includes royalty income of $549 for the three months ended December 31, 2022. |
WARRANTY LIABILITY
WARRANTY LIABILITY | 3 Months Ended |
Dec. 31, 2022 | |
Product Warranties Disclosures [Abstract] | |
WARRANTY LIABILITY | WARRANTY LIABILITY CPP and HBP offer warranties against product defects for periods generally ranging from one Changes in Griffon’s warranty liability, included in Accrued liabilities, were as follows: Three Months Ended December 31, 2022 2021 Balance, beginning of period $ 16,786 $ 7,818 Warranties issued and changes in estimated pre-existing warranties 4,667 3,461 Actual warranty costs incurred (3,754) (1,707) Balance, end of period $ 17,699 $ 9,572 |
OTHER COMPREHENSIVE INCOME (LOS
OTHER COMPREHENSIVE INCOME (LOSS) | 3 Months Ended |
Dec. 31, 2022 | |
Other Comprehensive Income (Loss), Net of Tax, Alternative [Abstract] | |
OTHER COMPREHENSIVE INCOME (LOSS) | OTHER COMPREHENSIVE INCOME (LOSS) The amounts recognized in other comprehensive income (loss) were as follows: For the Three Months Ended December 31, 2022 2021 Pre-tax Tax Net of tax Pre-tax Tax Net of tax Foreign currency translation adjustments $ 11,937 $ — $ 11,937 $ (2,319) $ — $ (2,319) Pension and other defined benefit plans 1,088 (226) 862 846 (178) 668 Cash flow hedges (829) 249 (580) (1,571) 471 (1,100) Total other comprehensive income (loss) $ 12,196 $ 23 $ 12,219 $ (3,044) $ 293 $ (2,751) The components of Accumulated other comprehensive income (loss) are as follows: At December 31, 2022 At September 30, 2022 Foreign currency translation adjustments $ (45,233) $ (57,170) Pension and other defined benefit plans (26,437) (27,299) Change in Cash flow hedges 1,151 1,731 $ (70,519) $ (82,738) Amounts reclassified from accumulated other comprehensive income (loss) to income were as follows: For the Three Months Ended December 31, Gain (Loss) 2022 2021 Pension amortization $ (944) $ (845) Cash flow hedges 1,004 1,533 Total gain (loss) $ 60 $ 688 Tax benefit (expense) (13) (144) Total $ 47 $ 544 |
LEASES
LEASES | 3 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
LEASES | LEASES The Company recognizes right-of-use ("ROU") assets and lease liabilities on the balance sheet, with the exception of leases with a term of twelve months or less. The Company determines if an arrangement is a lease at inception. The ROU assets and short and long-term liabilities associated with our Operating leases are shown as separate line items on our Condensed Consolidated Balance Sheets. Finance leases are included in property, plant, and equipment, net, other accrued liabilities, and other non-current liabilities. The Company's finance leases are immaterial. ROU assets, along with any other related long-lived assets, are periodically evaluated for impairment. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Lease payments primarily include rent and insurance costs (lease components). The Company's leases also include non-lease components such as real estate taxes and common-area maintenance costs. The Company elected the practical expedient to account for lease and non-lease components as a single component. In certain of the Company's leases, the non-lease components are variable and in accordance with the standard are therefore excluded from lease payments to determine the ROU asset. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. Our determination of the lease term may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. For operating leases, fixed lease payments are recognized as operating lease cost on a straight-line basis over the lease term. For finance leases and impaired operating leases, the ROU asset is depreciated on a straight-line basis over the remaining lease term, along with recognition of interest expense associated with accretion of the lease liability. For leases with a lease term of 12 months or less (a "Short-term" lease), any fixed lease payments are recognized on a straight-line basis over such term, and are not recognized on the Condensed Consolidated Balance Sheets. Variable lease cost for both operating and finance leases, if any, is recognized as incurred. Components of operating lease costs are as follows: For the Three Months Ended December 31, 2022 2021 Fixed $ 11,294 $ 9,747 Variable (a), (b) 2,772 1,852 Short-term (b) 2,204 1,349 Total $ 16,270 $ 12,948 (a) Primarily relates to common-area maintenance and property taxes. (b) Not recorded on the balance sheet. Supplemental cash flow information were as follows: For the Three Months Ended December 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 9,623 $ 10,844 Financing cash flows from finance leases 744 753 Total $ 10,367 $ 11,597 Supplemental Condensed Consolidated Balance Sheet information related to leases were as follows: December 31, 2022 September 30, 2022 Operating Leases: Right of use assets: Operating right-of-use assets $ 182,799 $ 183,398 Lease Liabilities: Current portion of operating lease liabilities $ 31,283 $ 31,680 Long-term operating lease liabilities 160,664 159,414 Total operating lease liabilities $ 191,947 $ 191,094 Finance Leases: Property, plant and equipment, net (1) $ 13,334 $ 13,696 Lease Liabilities: Notes payable and current portion of long-term debt $ 2,011 $ 2,065 Long-term debt, net 11,623 11,995 Total financing lease liabilities $ 13,634 $ 14,060 (1) Finance lease assets are recorded net of accumulated depreciation of $5,568 and $4,972 as of December 31, 2022 and September 30, 2022, respectively. Griffon has one finance lease outstanding for real estate located in Ocala, Florida. The lease matures in 2025 and bears interest at a fixed rate of approximately 5.6%. The Ocala, Florida lease contains two five-year renewal options. At December 31, 2022, $12,751 was outstanding. During 2022, the financing lease on the Troy, Ohio location expired. The lease bore interest at a rate of approximately 5.0%, was secured by a mortgage on the real estate, which was guaranteed by Griffon, and had a one dollar buyout at the end of the lease. Griffon exercised the one dollar buyout option in November 2021. The remaining lease liability balance relates to finance equipment leases. The aggregate future maturities of lease payments for operating leases and finance leases as of December 31, 2022 are as follows (in thousands): Operating Leases Finance Leases 2023 (a) $ 31,784 $ 2,074 2024 35,893 2,344 2025 33,183 2,169 2026 24,262 2,112 2027 20,101 2,074 2028 16,439 2,074 Thereafter 83,397 3,629 Total lease payments $ 245,059 $ 16,476 Less: Imputed Interest (53,112) (2,842) Present value of lease liabilities $ 191,947 $ 13,634 (a) Excluding the three months ended December 31, 2022. Average lease terms and discount rates at December 31, 2022 were as follows: Weighted-average remaining lease term (years): Operating leases 8.3 Finance Leases 7.2 Weighted-average discount rate: Operating Leases 5.68 % Finance Leases 5.54 % |
LEASES | LEASES The Company recognizes right-of-use ("ROU") assets and lease liabilities on the balance sheet, with the exception of leases with a term of twelve months or less. The Company determines if an arrangement is a lease at inception. The ROU assets and short and long-term liabilities associated with our Operating leases are shown as separate line items on our Condensed Consolidated Balance Sheets. Finance leases are included in property, plant, and equipment, net, other accrued liabilities, and other non-current liabilities. The Company's finance leases are immaterial. ROU assets, along with any other related long-lived assets, are periodically evaluated for impairment. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Lease payments primarily include rent and insurance costs (lease components). The Company's leases also include non-lease components such as real estate taxes and common-area maintenance costs. The Company elected the practical expedient to account for lease and non-lease components as a single component. In certain of the Company's leases, the non-lease components are variable and in accordance with the standard are therefore excluded from lease payments to determine the ROU asset. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. Our determination of the lease term may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. For operating leases, fixed lease payments are recognized as operating lease cost on a straight-line basis over the lease term. For finance leases and impaired operating leases, the ROU asset is depreciated on a straight-line basis over the remaining lease term, along with recognition of interest expense associated with accretion of the lease liability. For leases with a lease term of 12 months or less (a "Short-term" lease), any fixed lease payments are recognized on a straight-line basis over such term, and are not recognized on the Condensed Consolidated Balance Sheets. Variable lease cost for both operating and finance leases, if any, is recognized as incurred. Components of operating lease costs are as follows: For the Three Months Ended December 31, 2022 2021 Fixed $ 11,294 $ 9,747 Variable (a), (b) 2,772 1,852 Short-term (b) 2,204 1,349 Total $ 16,270 $ 12,948 (a) Primarily relates to common-area maintenance and property taxes. (b) Not recorded on the balance sheet. Supplemental cash flow information were as follows: For the Three Months Ended December 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 9,623 $ 10,844 Financing cash flows from finance leases 744 753 Total $ 10,367 $ 11,597 Supplemental Condensed Consolidated Balance Sheet information related to leases were as follows: December 31, 2022 September 30, 2022 Operating Leases: Right of use assets: Operating right-of-use assets $ 182,799 $ 183,398 Lease Liabilities: Current portion of operating lease liabilities $ 31,283 $ 31,680 Long-term operating lease liabilities 160,664 159,414 Total operating lease liabilities $ 191,947 $ 191,094 Finance Leases: Property, plant and equipment, net (1) $ 13,334 $ 13,696 Lease Liabilities: Notes payable and current portion of long-term debt $ 2,011 $ 2,065 Long-term debt, net 11,623 11,995 Total financing lease liabilities $ 13,634 $ 14,060 (1) Finance lease assets are recorded net of accumulated depreciation of $5,568 and $4,972 as of December 31, 2022 and September 30, 2022, respectively. Griffon has one finance lease outstanding for real estate located in Ocala, Florida. The lease matures in 2025 and bears interest at a fixed rate of approximately 5.6%. The Ocala, Florida lease contains two five-year renewal options. At December 31, 2022, $12,751 was outstanding. During 2022, the financing lease on the Troy, Ohio location expired. The lease bore interest at a rate of approximately 5.0%, was secured by a mortgage on the real estate, which was guaranteed by Griffon, and had a one dollar buyout at the end of the lease. Griffon exercised the one dollar buyout option in November 2021. The remaining lease liability balance relates to finance equipment leases. The aggregate future maturities of lease payments for operating leases and finance leases as of December 31, 2022 are as follows (in thousands): Operating Leases Finance Leases 2023 (a) $ 31,784 $ 2,074 2024 35,893 2,344 2025 33,183 2,169 2026 24,262 2,112 2027 20,101 2,074 2028 16,439 2,074 Thereafter 83,397 3,629 Total lease payments $ 245,059 $ 16,476 Less: Imputed Interest (53,112) (2,842) Present value of lease liabilities $ 191,947 $ 13,634 (a) Excluding the three months ended December 31, 2022. Average lease terms and discount rates at December 31, 2022 were as follows: Weighted-average remaining lease term (years): Operating leases 8.3 Finance Leases 7.2 Weighted-average discount rate: Operating Leases 5.68 % Finance Leases 5.54 % |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal and environmental Peekskill Site. Lightron Corporation (“Lightron”), a wholly-owned subsidiary of Griffon, once conducted lamp manufacturing and metal finishing operations at a location in the Town of Cortlandt, New York, just outside the city of Peekskill, New York (the “Peekskill Site”) which was owned by ISC Properties, Inc. (“ISCP”), a wholly-owned subsidiary of Griffon, for approximately three years. ISCP sold the Peekskill Site in November 1982. Based upon studies conducted by ISCP and the New York Department of Environmental Conservation, soils and groundwater beneath the Peekskill Site contain chlorinated solvents and metals. Stream sediments downgradient fromthe Peekskill Site also contain metals. On May 15, 2019 the United States Environmental Protection Agency ("EPA") added the Peekskill Site to the National Priorities List under CERCLA and has since reached agreement with Lightron and ISCP wherein Lightron and ISCP will perform a Remedial Investigation/Feasibility Study (“RI/FS”). Lightron has not engaged in any operations in over three decades. ISCP functioned solely as a real estate holding company and has not held any real property in over three decades. Griffon does not acknowledge any responsibility to perform any investigation or remediation at the Peekskill Site. One of Griffon’s insurers is defending Lightron, ISCP and Griffon subject to a reservation of rights and is paying the costs of the RI/FS. Memphis, TN site. Hunter Fan Company (“Hunter”) operated headquarters and a production plant in Memphis, TN for over 50 years (the “Memphis Site”). While Hunter completed certain on-site remediation of PCB-contaminated soils, Hunter did not investigate the extent to which PCBs existed beneath the building itself nor determine whether off-site areas had been impacted. Hunter vacated the site approximately twenty years ago, and the on-site buildings have now been demolished. The State of Tennessee Department of Environment and Conservation (“TDEC”) identified the Memphis site as being potentially contaminated, raising the possibility that site operations could have resulted in soil and groundwater contamination involving volatile organic compounds and metals. In 2021, the TDEC performed a preliminary assessment of the site and recommended to the United States Environmental Protection Agency (“EPA”) that the site be listed on the National Priorities List established under CERCLA. The TDEC further recommended that the EPA fund an investigation of potential soil gas contamination in receptors near the site. The TDEC has also indicated that it will proceed with this investigation if the EPA does not act. It is unknown whether the EPA will add the Memphis Site to the National Priorities List, whether a site investigation will reveal contamination and, if there is contamination, the extent of such contamination. However, given that certain PCB work was not completed in the past and the TDEC’s stated intent for the EPA to perform an investigation (and the statement by the TDEC that it will perform the investigation if the EPA will not), liability is probable in this matter. There are other potentially responsible parties for this site, including a former owner of Hunter; Hunter has notified such former owner of this matter, which may have certain liability for any required remediation. If the EPA decides to add this site to the National Priorities List, a Remedial Investigation/Feasibility Study (“RI/FS”) will be required. Hunter expects that the EPA will ask it to perform this work. If Hunter does not reach an agreement with the EPA to perform this work, the EPA will implement the RI/FS on its own. Should the EPA implement the RI/FS or perform further studies and/or subsequently remediate the site without first reaching an agreement with one or more relevant parties, the EPA would likely seek from such parties, including Hunter, reimbursement for the costs incurred. 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. |
DESCRIPTION OF BUSINESS AND B_2
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Dec. 31, 2022 | |
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 fiscal year ended September 30, 2022, 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 businesses, in particular its CPP 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, 2022 was derived from the audited financial statements included in Griffon’s Annual Report on Form 10-K for the year ended September 30, 2022. The condensed consolidated financial statements include the accounts of Griffon and all subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. These estimates may be adjusted due to changes in economic, industry or customer financial conditions, as well as changes in technology or demand. Significant estimates include expected loss allowances for credit losses and returns, net realizable value of inventories, restructuring reserves, valuation of goodwill and intangible assets, sales, assumptions associated with pension benefit obligations and income or expenses, useful lives associated with depreciation and amortization of intangible and fixed assets, warranty reserves, sales incentive accruals, assumption associated with stock based compensation valuation, income taxes and tax valuation reserves, environmental reserves, legal reserves, insurance reserves, the valuation of assets and liabilities of discontinued operations, assumptions associated with valuation of acquired assets and assumed liabilities of acquired companies 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 | 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 cost) or net realizable value. |
Recent Accounting Pronouncements | In October 2021, the Financial Accounting Standards Board ("FASB") issued ASU No. 2021-08, Business Combinations (Topic 805); Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . This new guidance affects all entities that enter into a business combination within the scope of ASC 805-10. Under this new guidance, the acquirer should determine what contract assets and/or liabilities it would have recorded under ASC 606 (Revenue Guidance) as of the acquisition date, as if the acquirer had entered into the original contract at the same date and on the same terms as the acquirer. Under current U.S. GAAP, contract assets and contract liabilities acquired in a business combination are recorded by the acquirer at fair value. This update is effective for the Company beginning in fiscal 2023. Adoption of this standard did not have a material impact on our consolidated financial statements and the related disclosures. The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements, and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Pro Forma Information | The following unaudited proforma summary from continuing operations presents consolidated information as if the Company acquired Hunter on October 1, 2020: Proforma For the Three Months Ended December 31, (unaudited) 2021 Revenue $ 670,839 Income from continuing operations 19,974 |
Schedule of Assets Acquired and Liabilities Assumed | The calculation of the preliminary purchase price allocation is as follows: Accounts receivable (1) $ 64,602 Inventories (2) 110,299 Other current assets 7,940 Property, plant and equipment 15,007 Operating lease right-of-use assets 12,447 Goodwill 256,728 Intangible assets 616,000 Total assets acquired $ 1,083,023 Accounts payable and accrued liabilities $ 69,789 Current portion of operating lease liabilities 3,323 Deferred tax liability (3) 145,486 Long-term operating lease liabilities 9,123 Other long-term liabilities 3,848 Total liabilities assumed $ 231,569 Total net assets acquired $ 851,454 (1) Includes $67,201 of gross accounts receivable of which $2,599 was not expected to be collected. The fair value of accounts receivable approximated book value acquired. (2) Includes $113,287 of gross inventory of which $2,988 was reserved for obsolete items. (3) Deferred tax liability recorded on intangibles assets. |
Schedule of Intangible Assets and Goodwill | The amounts assigned to goodwill and major intangible asset classifications for the Hunter acquisition are as follows: Average Life (Years) Goodwill $ 256,728 N/A Indefinite-lived intangibles (Hunter and Casablanca brands) 356,000 N/A Definite-lived intangibles (Customer relationships) 250,000 20 Total goodwill and intangible assets $ 862,728 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | The following table details the components of inventory: At December 31, 2022 At September 30, 2022 Raw materials and supplies $ 163,118 $ 173,520 Work in process 34,484 50,963 Finished goods 448,750 444,710 Total $ 646,352 $ 669,193 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment | The following table details the components of property, plant and equipment, net: At December 31, 2022 At September 30, 2022 Land, building and building improvements $ 157,626 $ 159,693 Machinery and equipment 518,478 511,779 Leasehold improvements 35,814 35,489 711,918 706,961 Accumulated depreciation and amortization (421,413) (412,400) Total $ 290,505 $ 294,561 |
CREDIT LOSSES (Tables)
CREDIT LOSSES (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Credit Loss [Abstract] | |
Schedule of Accounts Receivable, Allowance for Credit Losses | The following table provides a roll-forward of the allowance for credit losses that is deducted from the amortized cost basis of accounts receivable to present the net amount expected to be collected: Three months ended December 31, 2022 2021 Beginning Balance, October 1 $ 12,137 $ 8,787 Provision for expected credit losses 1,457 1,039 Amounts written off charged against the allowance (48) (4) Other, primarily foreign currency translation 90 (35) Ending Balance, December 31 $ 13,636 $ 9,787 |
GOODWILL AND OTHER INTANGIBLES
GOODWILL AND OTHER INTANGIBLES (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Carrying Value of Goodwill | The following table provide a summary of the carrying value of goodwill by segment as of September 30, 2022 and December 31, 2022, as follows: At September 30, 2022 Hunter Acquisition (1) At December 31, 2022 Consumer and Professional Products $ 144,537 $ (1,808) $ 142,729 Home and Building Products 191,253 — 191,253 Total $ 335,790 $ (1,808) $ 333,982 (1) The decrease is due to the preliminary allocation of the purchase price for the Hunter acquisition. |
Summary of Gross Carrying Value and Accumulated Amortization of Intangible Assets | The following table provides the gross carrying value and accumulated amortization for each major class of intangible assets: At December 31, 2022 At September 30, 2022 Gross Carrying Amount Accumulated Average Gross Carrying Amount Accumulated Customer relationships & other $ 443,915 $ 97,316 23 $ 442,085 $ 91,143 Technology and patents 14,648 3,197 13 14,326 3,022 Total amortizable intangible assets 458,563 100,513 456,411 94,165 Trademarks 403,076 — 399,668 — Total intangible assets $ 861,639 $ 100,513 $ 856,079 $ 94,165 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt | At December 31, 2022 At September 30, 2022 Outstanding Balance Original Issuer Premium/(Discount) Capitalized Fees & Expenses Balance Sheet Coupon Interest Rate Outstanding Balance Original Issuer Premium/(Discount) Capitalized Fees & Expenses Balance Sheet Coupon Interest Rate Senior notes due 2028 (a) $ 974,775 $ 254 (10,434) $ 964,595 5.75 % $ 974,775 $ 266 $ (10,939) $ 964,102 5.75 % Term Loan B due 2029 (b) 494,000 (1,101) (8,472) 484,427 Variable 496,000 (1,144) (8,823) 486,033 Variable Revolver due 2025 (b) 45,100 — (1,104) 43,996 Variable 97,328 — (1,227) 96,101 Variable Finance lease - real estate (c) 12,751 — — 12,751 Variable 13,091 — — 13,091 Variable Non US lines of credit (d) — — (4) (4) Variable — — (2) (2) Variable Non US term loans (d) 12,663 — (21) 12,642 Variable 12,090 — (27) 12,063 Variable Other long term debt (e) 2,127 — (13) 2,114 Variable 2,276 — (13) 2,263 Variable Totals 1,541,416 (847) (20,048) 1,520,521 1,595,560 (878) (21,031) 1,573,651 less: Current portion (12,840) — — (12,840) (12,653) — — (12,653) Long-term debt $ 1,528,576 $ (847) $ (20,048) $ 1,507,681 $ 1,582,907 $ (878) $ (21,031) $ 1,560,998 |
Summary of Interest Expense Incurred | Three Months Ended December 31, 2022 Three Months Ended December 31, 2021 Effective Interest Rate Cash Interest Amort. Debt (Premium)/Discount Amort. Debt Issuance Costs & Other Fees Total Interest Expense Effective Interest Rate Cash Interest Amort. Debt Amort. Total Interest Expense Senior notes due 2028 (a) 5.9 % $ 14,012 $ (12) $ 505 $ 14,505 5.9 % $ 14,375 $ (12) $ 518 $ 14,881 Term Loan B due 2029 (b) Variable 7,808 43 351 8,202 n/a — — — — Revolver due 2025 (b) Variable 1,344 — 123 1,467 Variable 261 — 122 383 Finance lease - real estate (c) 5.6 % 178 — — 178 5.6 % 198 — 4 202 Non US lines of credit (d) Variable 155 — 13 168 Variable 3 — 4 7 Non US term loans (d) Variable — — — — Variable 166 — 17 183 Other long term debt (e) Variable 130 — — 130 Variable 97 — 1 98 Capitalized interest (2) — — (2) (73) — — (73) Totals $ 23,625 $ 31 $ 992 $ 24,648 $ 15,027 $ (12) $ 666 $ 15,681 |
SHAREHOLDERS' EQUITY AND EQUI_2
SHAREHOLDERS' EQUITY AND EQUITY COMPENSATION (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Compensation Expense Relating to Stock-based Incentive Plans | The following table summarizes the Company’s compensation expense relating to all stock-based incentive plans: For the Three Months Ended December 31, 2022 2021 Restricted stock $ 5,538 $ 3,890 ESOP 1,204 977 Total stock-based compensation $ 6,742 $ 4,867 |
EARNINGS PER SHARE (EPS) (Table
EARNINGS PER SHARE (EPS) (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Reconciliation of Share Amounts Used in Earnings Per Share | The following table is a reconciliation of the share amounts (in thousands) used in computing earnings per share: Three Months Ended December 31, 2022 2021 Common shares outstanding 57,186 56,304 Unallocated ESOP shares (979) (1,816) Non-vested restricted stock (3,230) (2,869) Impact of weighted average shares (398) (441) Weighted average shares outstanding - basic 52,579 51,178 Incremental shares from stock-based compensation 2,719 2,575 Weighted average shares outstanding - diluted 55,298 53,753 |
BUSINESS SEGMENTS (Tables)
BUSINESS SEGMENTS (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Summary of Reportable Segments from Continuing Operations | Information on Griffon’s reportable segments from continuing operations is as follows: For the Three Months Ended December 31, REVENUE 2022 2021 Consumer and Professional Products $ 252,811 $ 283,173 Home and Building Products 396,573 308,576 Total revenue $ 649,384 $ 591,749 For the Three Months Ended December 31, 2022 2021 Segment adjusted EBITDA: Consumer and Professional Products $ (1,809) $ 16,214 Home and Building Products 124,145 56,297 Segment adjusted EBITDA 122,336 72,511 Unallocated amounts, excluding depreciation * (13,776) (13,263) Adjusted EBITDA 108,560 59,248 Net interest expense (24,544) (15,648) Depreciation and amortization (17,113) (13,081) Gain on sale of building 10,852 — Strategic review - retention and other (8,232) — Proxy expenses (1,503) (2,291) Acquisition costs — (2,595) Restructuring charges — (1,716) Income before taxes from continuing operations $ 68,020 $ 23,917 * Unallocated amounts typically include general corporate expenses not attributable to a reportable segment. For the Three Months Ended December 31, DEPRECIATION and AMORTIZATION 2022 2021 Segment: Consumer and Professional Products $ 13,127 $ 8,606 Home and Building Products 3,846 4,338 Total segment depreciation and amortization 16,973 12,944 Corporate 140 137 Total consolidated depreciation and amortization $ 17,113 $ 13,081 CAPITAL EXPENDITURES Segment: Consumer and Professional Products $ 2,658 $ 7,130 Home and Building Products 2,068 3,349 Total segment 4,726 10,479 Corporate — 94 Total consolidated capital expenditures $ 4,726 $ 10,573 ASSETS At December 31, 2022 At September 30, 2022 Segment assets: Consumer and Professional Products $ 1,908,749 $ 1,914,529 Home and Building Products 707,309 737,860 Total segment assets 2,616,058 2,652,389 Corporate 155,487 158,310 Total continuing assets 2,771,545 2,810,699 Discontinued operations 5,693 5,775 Consolidated total $ 2,777,238 $ 2,816,474 |
Summary of Disaggregation of Revenue by End Market and Segment | The following table presents revenue disaggregated by end market and segment: For the Three Months Ended December 31, 2022 2021 Residential repair and remodel $ 81,706 $ 38,759 Retail 68,497 130,235 Residential new construction 12,487 10,327 Industrial 17,093 11,306 International excluding North America 73,028 92,546 Total Consumer and Professional Products 252,811 283,173 Residential repair and remodel 190,730 145,085 Commercial construction 169,514 130,789 Residential new construction 36,329 32,702 Total Home and Building Products 396,573 308,576 Total Consolidated Revenue $ 649,384 $ 591,749 The following table presents revenue disaggregated by geography based on the location of the Company's customer: For the Three Months Ended December 31, 2022 2021 CPP HBP Total CPP HBP Total United States $ 153,667 $ 379,300 $ 532,967 $ 164,899 $ 294,576 $ 459,475 Europe 4,696 16 4,712 18,330 37 18,367 Canada 23,116 15,355 38,471 22,628 12,013 34,641 Australia 66,217 — 66,217 74,349 — 74,349 All other countries 5,115 1,902 7,017 2,967 1,950 4,917 Consolidated revenue $ 252,811 $ 396,573 $ 649,384 $ 283,173 $ 308,576 $ 591,749 |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Summary of Defined Benefit Plans Included in Other Income | Defined benefit pension expense (income) included in Other Income (Expense), net was as follows: Three Months Ended December 31, 2022 2021 Interest cost $ 1,825 $ 796 Expected return on plan assets (2,553) (2,589) Amortization: Recognized actuarial loss 944 845 Net periodic expense (income) $ 216 $ (948) |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures | The following amounts related to Telephonics have been segregated from Griffon's continuing operations and are reported as a discontinued operation: For the Three Months Ended December 31, 2021 Revenue $ 53,993 Cost of goods and services 40,961 Gross profit 13,032 Selling, general and administrative expenses 10,020 Income from discontinued operations 3,012 Other income (expense) Interest income, net — Other, net 308 Total other income (expense) 308 Income from discontinued operations before taxes $ 3,320 Provision for income taxes 726 Income from discontinued operations $ 2,594 The following amounts summarize the total assets and liabilities related to Telephonics, Installation Services and other discontinued activities which have been segregated from Griffon’s continuing operations, and are reported as assets and liabilities of discontinued operations in the Condensed Consolidated Balance Sheets: At December 31, 2022 At September 30, 2022 Assets of discontinued operations: Prepaid and other current assets $ 1,122 $ 1,189 Other long-term assets 4,571 4,586 Total assets of discontinued operations $ 5,693 $ 5,775 Liabilities of discontinued operations: Accrued liabilities, current $ 8,141 $ 12,656 Other long-term liabilities 4,209 4,262 Total liabilities of discontinued operations $ 12,350 $ 16,918 |
RESTRUCTURING CHARGES (Tables)
RESTRUCTURING CHARGES (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Summary of the Restructuring and Other Related Charges | A summary of the restructuring and other related charges included in Cost of goods and services and SG&A expenses in the Company's Condensed Consolidated Statements of Operations were as follows: For the Three Months Ended December 31, 2021 Cost of goods and services $ 322 Selling, general and administrative expenses 1,394 Total restructuring charges $ 1,716 For the Three Months Ended December 31, 2021 Personnel related costs $ 260 Facilities, exit costs and other 1,167 Non-cash facility and other 289 Total $ 1,716 |
Summary of Accrued Liability for the Restructuring and Related Charges | The following table summarizes the accrued liabilities of the Company's restructuring actions: Cash Charges Non-Cash Personnel related costs Facilities & Facility and Other Costs (1) Total Accrued liability at September 30, 2021 $ 418 $ 264 $ — $ 682 Q1 Restructuring charges 260 1,167 289 1,716 Q1 Cash payments (275) (1,167) — (1,442) Q1 Non-cash charges — — (289) (289) Accrued liability at December 31, 2021 $ 403 $ 264 $ — $ 667 ___________________ (1) Non-cash charges in Facility and Other Costs primarily represent the non-cash write-off of certain long-lived assets and inventory that has no recoverable value in connection with certain facility closures Cash Charges Personnel related costs Facilities & Total Accrued liability at September 30, 2022 $ 386 $ 264 $ 650 Q1 Cash payments (74) (93) (167) Accrued liability at December 31, 2022 $ 312 $ 171 $ 483 |
WARRANTY LIABILITY (Tables)
WARRANTY LIABILITY (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Product Warranties Disclosures [Abstract] | |
Summary of Changes in Warranty Liability, Included in Accrued Liabilities | Changes in Griffon’s warranty liability, included in Accrued liabilities, were as follows: Three Months Ended December 31, 2022 2021 Balance, beginning of period $ 16,786 $ 7,818 Warranties issued and changes in estimated pre-existing warranties 4,667 3,461 Actual warranty costs incurred (3,754) (1,707) Balance, end of period $ 17,699 $ 9,572 |
OTHER COMPREHENSIVE INCOME (L_2
OTHER COMPREHENSIVE INCOME (LOSS) (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Other Comprehensive Income (Loss), Net of Tax, Alternative [Abstract] | |
Summary of Comprehensive Income (Loss) | The amounts recognized in other comprehensive income (loss) were as follows: For the Three Months Ended December 31, 2022 2021 Pre-tax Tax Net of tax Pre-tax Tax Net of tax Foreign currency translation adjustments $ 11,937 $ — $ 11,937 $ (2,319) $ — $ (2,319) Pension and other defined benefit plans 1,088 (226) 862 846 (178) 668 Cash flow hedges (829) 249 (580) (1,571) 471 (1,100) Total other comprehensive income (loss) $ 12,196 $ 23 $ 12,219 $ (3,044) $ 293 $ (2,751) The components of Accumulated other comprehensive income (loss) are as follows: At December 31, 2022 At September 30, 2022 Foreign currency translation adjustments $ (45,233) $ (57,170) Pension and other defined benefit plans (26,437) (27,299) Change in Cash flow hedges 1,151 1,731 $ (70,519) $ (82,738) |
Reclassification from Accumulated Other Comprehensive Income (Loss) | Amounts reclassified from accumulated other comprehensive income (loss) to income were as follows: For the Three Months Ended December 31, Gain (Loss) 2022 2021 Pension amortization $ (944) $ (845) Cash flow hedges 1,004 1,533 Total gain (loss) $ 60 $ 688 Tax benefit (expense) (13) (144) Total $ 47 $ 544 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Components of Operating Lease Cost, Cash Flow Information, and Average Lease Terms and Discount Rates | Components of operating lease costs are as follows: For the Three Months Ended December 31, 2022 2021 Fixed $ 11,294 $ 9,747 Variable (a), (b) 2,772 1,852 Short-term (b) 2,204 1,349 Total $ 16,270 $ 12,948 (a) Primarily relates to common-area maintenance and property taxes. (b) Not recorded on the balance sheet. Supplemental cash flow information were as follows: For the Three Months Ended December 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 9,623 $ 10,844 Financing cash flows from finance leases 744 753 Total $ 10,367 $ 11,597 Average lease terms and discount rates at December 31, 2022 were as follows: Weighted-average remaining lease term (years): Operating leases 8.3 Finance Leases 7.2 Weighted-average discount rate: Operating Leases 5.68 % Finance Leases 5.54 % |
Supplemental Condensed Consolidated Balance Sheet Information | Supplemental Condensed Consolidated Balance Sheet information related to leases were as follows: December 31, 2022 September 30, 2022 Operating Leases: Right of use assets: Operating right-of-use assets $ 182,799 $ 183,398 Lease Liabilities: Current portion of operating lease liabilities $ 31,283 $ 31,680 Long-term operating lease liabilities 160,664 159,414 Total operating lease liabilities $ 191,947 $ 191,094 Finance Leases: Property, plant and equipment, net (1) $ 13,334 $ 13,696 Lease Liabilities: Notes payable and current portion of long-term debt $ 2,011 $ 2,065 Long-term debt, net 11,623 11,995 Total financing lease liabilities $ 13,634 $ 14,060 (1) Finance lease assets are recorded net of accumulated depreciation of $5,568 and $4,972 as of December 31, 2022 and September 30, 2022, respectively. |
Aggregate Future Maturities of Lease Payments for Operating Leases | The aggregate future maturities of lease payments for operating leases and finance leases as of December 31, 2022 are as follows (in thousands): Operating Leases Finance Leases 2023 (a) $ 31,784 $ 2,074 2024 35,893 2,344 2025 33,183 2,169 2026 24,262 2,112 2027 20,101 2,074 2028 16,439 2,074 Thereafter 83,397 3,629 Total lease payments $ 245,059 $ 16,476 Less: Imputed Interest (53,112) (2,842) Present value of lease liabilities $ 191,947 $ 13,634 (a) Excluding the three months ended December 31, 2022. |
Aggregate Future Maturities of Lease Payments for Finance Leases | The aggregate future maturities of lease payments for operating leases and finance leases as of December 31, 2022 are as follows (in thousands): Operating Leases Finance Leases 2023 (a) $ 31,784 $ 2,074 2024 35,893 2,344 2025 33,183 2,169 2026 24,262 2,112 2027 20,101 2,074 2028 16,439 2,074 Thereafter 83,397 3,629 Total lease payments $ 245,059 $ 16,476 Less: Imputed Interest (53,112) (2,842) Present value of lease liabilities $ 191,947 $ 13,634 (a) Excluding the three months ended December 31, 2022. |
DESCRIPTION OF BUSINESS AND B_3
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details) $ in Thousands | 3 Months Ended | ||
Jun. 27, 2022 USD ($) | Jan. 24, 2022 USD ($) | Dec. 31, 2022 segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Number of reportable segments | segment | 2 | ||
Business Acquisition [Line Items] | |||
Number of reportable segments | segment | 2 | ||
Discontinued Operations, Disposed of by Sale | Telephonics Corporation | |||
Business Acquisition [Line Items] | |||
Proceeds from divestiture of businesses | $ 330,000 | ||
Term Loan B due 2029 | Term Loan | |||
Business Acquisition [Line Items] | |||
Face amount | $ 800,000 | ||
Debt instrument, term | 7 years | ||
Hunter Fan Company | |||
Business Acquisition [Line Items] | |||
Business combination, consideration transferred | $ 845,000 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Dec. 31, 2022 USD ($) $ / shares | |
Designated as Hedging Instrument | Australian Dollar Forward Contracts | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative asset, notional amount | $ 15,000 |
Contracts weighted average rate price (in dollars per share) | $ / shares | $ 1.46 |
Deferred gain (loss) from currency translation included in AOCI | $ 188 |
Deferred gain (loss) from currency translation included in AOCI, net of tax | 132 |
Designated as Hedging Instrument | Australian Dollar Forward Contracts | Cost of goods and services | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Gain (loss) reclassified for settled contracts | $ 2,261 |
Designated as Hedging Instrument | Australian Dollar Forward Contracts | Minimum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Foreign currency contracts duration | 30 days |
Designated as Hedging Instrument | Australian Dollar Forward Contracts | Maximum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Foreign currency contracts duration | 90 days |
Designated as Hedging Instrument | Chinese Yuan Forward Contracts | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative asset, notional amount | $ 71,500 |
Contracts weighted average rate price (in dollars per share) | $ / shares | $ 6.88 |
Deferred gain (loss) from currency translation included in AOCI | $ (109) |
Deferred gain (loss) from currency translation included in AOCI, net of tax | (79) |
Designated as Hedging Instrument | Chinese Yuan Forward Contracts | Cost of goods and services | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Gain (loss) reclassified for settled contracts | $ (1,257) |
Designated as Hedging Instrument | Chinese Yuan Forward Contracts | Minimum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Foreign currency contracts duration | 4 days |
Designated as Hedging Instrument | Chinese Yuan Forward Contracts | Maximum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Foreign currency contracts duration | 334 days |
Not Designated as Hedging Instrument | Canadian Dollar Forward Contracts | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative asset, notional amount | $ 6,900 |
Derivative, average forward exchange rate | 1.26 |
Not Designated as Hedging Instrument | Canadian Dollar Forward Contracts | Minimum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Foreign currency contracts duration | 30 days |
Not Designated as Hedging Instrument | Canadian Dollar Forward Contracts | Maximum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Foreign currency contracts duration | 300 days |
Fair Value, Inputs, Level 2 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Insurance contracts fair value | $ 3,466 |
Marketable debt and equity securities, fair value | 67 |
Marketable debt and equity securities, cost | 83 |
Fair Value, Inputs, Level 2 | Not Designated as Hedging Instrument | Canadian Dollar Forward Contracts | Other income | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Gain (loss) on foreign currency derivative instruments not designated as hedging instruments | 217 |
Realized gains (losses) | 174 |
Senior notes due 2028 | Fair Value, Inputs, Level 1 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Senior note, fair value disclosure | 877,298 |
Term Loan B due 2029 | Fair Value, Inputs, Level 1 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Senior note, fair value disclosure | $ 485,355 |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Jan. 24, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 333,982 | $ 335,790 | ||
Business acquisition, tax rate used to calculate pro forma amount | 25.70% | |||
Acquisition costs | 0 | $ 2,595 | ||
Hunter Fan Company | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, tax rate used to calculate pro forma amount | 27.10% | |||
Term Loan B due 2029 | Term Loan | ||||
Business Acquisition [Line Items] | ||||
Face amount | $ 800,000 | |||
Debt instrument, term | 7 years | |||
Hunter Fan Company | ||||
Business Acquisition [Line Items] | ||||
Business combination, consideration transferred | $ 845,000 | |||
Revenue from acquiree | 54,117 | |||
Segment adjusted EBITDA from acquiree | $ 4,428 | |||
Goodwill | 256,728 | |||
Intangible assets | $ 616,000 |
ACQUISITIONS - Schedule of Pro
ACQUISITIONS - Schedule of Pro Forma Information (Details) - Hunter Fan Company $ in Thousands | 3 Months Ended |
Dec. 31, 2021 USD ($) | |
Business Acquisition [Line Items] | |
Revenue | $ 670,839 |
Income from continuing operations | $ 19,974 |
ACQUISITIONS - Schedule of Asse
ACQUISITIONS - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 | Jan. 24, 2022 |
Business Acquisition [Line Items] | |||
Goodwill | $ 333,982 | $ 335,790 | |
Hunter Fan Company | |||
Business Acquisition [Line Items] | |||
Accounts receivable | $ 64,602 | ||
Inventories | 110,299 | ||
Other current assets | 7,940 | ||
Property, plant and equipment | 15,007 | ||
Operating lease right-of-use assets | 12,447 | ||
Goodwill | 256,728 | ||
Intangible assets | 616,000 | ||
Total assets acquired | 1,083,023 | ||
Accounts payable and accrued liabilities | 69,789 | ||
Current portion of operating lease liabilities | 3,323 | ||
Deferred tax liability | 145,486 | ||
Long-term operating lease liabilities | 9,123 | ||
Other long-term liabilities | 3,848 | ||
Total liabilities assumed | 231,569 | ||
Total net assets acquired | 851,454 | ||
Gross accounts receivable | 67,201 | ||
Allowance for accounts receivable | 2,599 | ||
Gross inventory | 113,287 | ||
Inventory reserves | $ 2,988 |
ACQUISITIONS - Summary of Goodw
ACQUISITIONS - Summary of Goodwill and Intangible Asset Classifications (Details) - USD ($) $ in Thousands | Jan. 24, 2022 | Dec. 31, 2022 | Sep. 30, 2022 |
Business Acquisition [Line Items] | |||
Goodwill | $ 333,982 | $ 335,790 | |
Hunter Fan Company | |||
Business Acquisition [Line Items] | |||
Goodwill | $ 256,728 | ||
Indefinite-lived intangibles (Hunter and Casablanca brands) | 356,000 | ||
Definite-lived intangibles (Customer relationships) | 250,000 | ||
Total goodwill and intangible assets | $ 862,728 | ||
Definite-lived intangibles, average life | 20 years |
INVENTORIES - Summary of Invent
INVENTORIES - Summary of Inventories Stated at Lower Cost (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 163,118 | $ 173,520 |
Work in process | 34,484 | 50,963 |
Finished goods | 448,750 | 444,710 |
Total | $ 646,352 | $ 669,193 |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Summary of Property Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | $ 711,918 | $ 706,961 |
Accumulated depreciation and amortization | (421,413) | (412,400) |
Total | 290,505 | 294,561 |
Land, building and building improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | 157,626 | 159,693 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | 518,478 | 511,779 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | $ 35,814 | $ 35,489 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization expense | $ 11,489 | $ 10,694 |
Selling, general and administrative expenses | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization expense | $ 4,239 | $ 3,400 |
CREDIT LOSSES (Details)
CREDIT LOSSES (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning Balance, October 1 | $ 12,137 | $ 8,787 |
Provision for expected credit losses | 1,457 | 1,039 |
Amounts written off charged against the allowance | (48) | (4) |
Other, primarily foreign currency translation | 90 | (35) |
Ending Balance, December 31 | $ 13,636 | $ 9,787 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLES - Summary of Changes in Carrying Value of Goodwill (Details) $ in Thousands | 3 Months Ended |
Dec. 31, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 335,790 |
Hunter Acquisition | (1,808) |
Goodwill, ending balance | 333,982 |
Consumer and Professional Products | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 144,537 |
Hunter Acquisition | (1,808) |
Goodwill, ending balance | 142,729 |
Home and Building Products | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 191,253 |
Hunter Acquisition | 0 |
Goodwill, ending balance | $ 191,253 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLES - Summary of Gross Carrying Value and Accumulated Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2022 | Sep. 30, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 458,563 | $ 456,411 |
Accumulated Amortization | 100,513 | 94,165 |
Trademarks | 403,076 | 399,668 |
Total intangible assets | 861,639 | 856,079 |
Customer relationships & other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 443,915 | 442,085 |
Accumulated Amortization | $ 97,316 | 91,143 |
Average Life (Years) | 23 years | |
Technology and patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 14,648 | 14,326 |
Accumulated Amortization | $ 3,197 | $ 3,022 |
Average Life (Years) | 13 years |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLES - Narrative (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Carry amount of intangible assets related to foreign currency translation | $ 5,560,000 | |
Amortization expense | 5,624,000 | $ 2,387,000 |
Estimated amortization expense, remainder of fiscal year | 16,161,000 | |
Estimated amortization expense, year one | 21,305,000 | |
Estimated amortization expense, year two | 21,305,000 | |
Estimated amortization expense, year three | 21,305,000 | |
Estimated amortization expense, year four | 21,305,000 | |
Estimated amortization expense, year five | 21,305,000 | |
Estimated amortization expense, thereafter | 235,364,000 | |
Goodwill impairment | 0 | |
Indefinite-lived intangible asset (excluding goodwill) impairment | $ 0 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Provision for income taxes | $ 19,318 | $ 7,213 |
Income before taxes from continuing operations | 68,020 | 23,917 |
Effective income tax rate reconciliation, disposition of assets | (10,852) | |
Effective income tax rate reconciliation, disposition of assets, net of tax | (8,323) | |
Effective income tax rate reconciliation, adjustments related to strategic review cost, amount | 8,232 | |
Effective income tax rate reconciliation, adjustments related to strategic review cost, net of tax | 6,222 | |
Effective income tax rate reconciliation, proxy contest cost | 1,503 | 2,291 |
Effective income tax rate reconciliation, proxy contest cost, net of tax | 1,153 | 1,768 |
Other tax expense (benefit) that affect comparability | $ (333) | (891) |
Restructuring charges | 1,716 | |
Restructuring charges, net of tax | 1,330 | |
Effective income tax rate reconciliation, acquisition cost | 2,595 | |
Effective income tax rate reconciliation, acquisition cost, net of tax | $ 2,003 | |
Effective tax rate | 29.10% | 31.50% |
LONG-TERM DEBT - Summary of Lon
LONG-TERM DEBT - Summary of Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 22, 2020 |
Debt Instrument [Line Items] | |||
Long-term debt, Outstanding Balance | $ 1,541,416 | $ 1,595,560 | |
less: Current portion, Outstanding Balance | (12,840) | (12,653) | |
Long-term debt, Outstanding Balance, Non-current | 1,528,576 | 1,582,907 | |
Original Issuer Premium/(Discount) | (847) | (878) | |
Capitalized Fees & Expenses | (20,048) | (21,031) | |
Long-term debt, Balance Sheet | 1,520,521 | 1,573,651 | |
less: Current portion, Balance Sheet | (12,840) | (12,653) | |
Long-term debt, Balance Sheet, Non-current | 1,507,681 | 1,560,998 | |
Senior notes due 2028 | |||
Debt Instrument [Line Items] | |||
Long-term debt, Outstanding Balance | 974,775 | 974,775 | |
Original Issuer Premium/(Discount) | 254 | 266 | |
Capitalized Fees & Expenses | (10,434) | (10,939) | |
Long-term debt, Balance Sheet | $ 964,595 | $ 964,102 | |
Coupon Interest Rate | 5.75% | 5.75% | 5.75% |
Term Loan B due 2029 | |||
Debt Instrument [Line Items] | |||
Long-term debt, Outstanding Balance | $ 494,000 | $ 496,000 | |
Original Issuer Premium/(Discount) | (1,101) | (1,144) | |
Capitalized Fees & Expenses | (8,472) | (8,823) | |
Long-term debt, Balance Sheet | 484,427 | 486,033 | |
Revolver due 2025 | |||
Debt Instrument [Line Items] | |||
Long-term debt, Outstanding Balance | 45,100 | 97,328 | |
Original Issuer Premium/(Discount) | 0 | 0 | |
Capitalized Fees & Expenses | (1,104) | (1,227) | |
Long-term debt, Balance Sheet | 43,996 | 96,101 | |
Finance lease - real estate | |||
Debt Instrument [Line Items] | |||
Long-term debt, Outstanding Balance | 12,751 | 13,091 | |
Original Issuer Premium/(Discount) | 0 | 0 | |
Capitalized Fees & Expenses | 0 | 0 | |
Long-term debt, Balance Sheet | 12,751 | 13,091 | |
Non US lines of credit | |||
Debt Instrument [Line Items] | |||
Long-term debt, Outstanding Balance | 0 | 0 | |
Original Issuer Premium/(Discount) | 0 | 0 | |
Capitalized Fees & Expenses | (4) | (2) | |
Long-term debt, Balance Sheet | (4) | (2) | |
Non US term loans | |||
Debt Instrument [Line Items] | |||
Long-term debt, Outstanding Balance | 12,663 | 12,090 | |
Original Issuer Premium/(Discount) | 0 | 0 | |
Capitalized Fees & Expenses | (21) | (27) | |
Long-term debt, Balance Sheet | 12,642 | 12,063 | |
Other long term debt | |||
Debt Instrument [Line Items] | |||
Long-term debt, Outstanding Balance | 2,127 | 2,276 | |
Original Issuer Premium/(Discount) | 0 | 0 | |
Capitalized Fees & Expenses | (13) | (13) | |
Long-term debt, Balance Sheet | $ 2,114 | $ 2,263 |
LONG-TERM DEBT - Summary of Int
LONG-TERM DEBT - Summary of Interest Expense Incurred (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Cash Interest, Capitalized Interest | $ (2) | $ (73) |
Cash Interest | 23,625 | 15,027 |
Amort. Debt (Premium)/Discount | 31 | (12) |
Amort. Debt Issuance Costs & Other Fees | 992 | 666 |
Total Interest Expense | $ 24,648 | $ 15,681 |
Senior notes due 2028 | ||
Debt Instrument [Line Items] | ||
Effective Interest Rate | 5.90% | 5.90% |
Cash Interest, Including Amounts Capitalized | $ 14,012 | $ 14,375 |
Amort. Debt (Premium)/Discount | (12) | (12) |
Amort. Debt Issuance Costs & Other Fees | 505 | 518 |
Total Interest Expense | 14,505 | 14,881 |
Term Loan B due 2029 | ||
Debt Instrument [Line Items] | ||
Cash Interest, Including Amounts Capitalized | 7,808 | 0 |
Amort. Debt (Premium)/Discount | 43 | 0 |
Amort. Debt Issuance Costs & Other Fees | 351 | 0 |
Total Interest Expense | 8,202 | 0 |
Revolver due 2025 | ||
Debt Instrument [Line Items] | ||
Cash Interest, Including Amounts Capitalized | 1,344 | 261 |
Amort. Debt (Premium)/Discount | 0 | 0 |
Amort. Debt Issuance Costs & Other Fees | 123 | 122 |
Total Interest Expense | $ 1,467 | $ 383 |
Finance lease - real estate | ||
Debt Instrument [Line Items] | ||
Effective Interest Rate | 5.60% | 5.60% |
Cash Interest, Including Amounts Capitalized | $ 178 | $ 198 |
Amort. Debt (Premium)/Discount | 0 | 0 |
Amort. Debt Issuance Costs & Other Fees | 0 | 4 |
Total Interest Expense | 178 | 202 |
Non US lines of credit | ||
Debt Instrument [Line Items] | ||
Cash Interest, Including Amounts Capitalized | 155 | 3 |
Amort. Debt (Premium)/Discount | 0 | 0 |
Amort. Debt Issuance Costs & Other Fees | 13 | 4 |
Total Interest Expense | 168 | 7 |
Non US term loans | ||
Debt Instrument [Line Items] | ||
Cash Interest, Including Amounts Capitalized | 0 | 166 |
Amort. Debt (Premium)/Discount | 0 | 0 |
Amort. Debt Issuance Costs & Other Fees | 0 | 17 |
Total Interest Expense | 0 | 183 |
Other long term debt | ||
Debt Instrument [Line Items] | ||
Cash Interest, Including Amounts Capitalized | 130 | 97 |
Amort. Debt (Premium)/Discount | 0 | 0 |
Amort. Debt Issuance Costs & Other Fees | 0 | 1 |
Total Interest Expense | $ 130 | $ 98 |
LONG-TERM DEBT - Narrative (Det
LONG-TERM DEBT - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||
Dec. 31, 2022 USD ($) step_down | Jan. 24, 2022 USD ($) | Jul. 31, 2018 GBP (£) | Jul. 31, 2016 AUD ($) | Nov. 30, 2012 | Dec. 31, 2022 USD ($) option step_down | Dec. 31, 2022 AUD ($) option | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) step_down | Dec. 31, 2020 USD ($) | Dec. 31, 2022 CAD ($) step_down | Dec. 31, 2022 AUD ($) step_down | Dec. 31, 2022 GBP (£) step_down | Sep. 30, 2022 USD ($) | Dec. 09, 2021 USD ($) | Dec. 30, 2020 USD ($) | Aug. 03, 2020 USD ($) | Jun. 22, 2020 | |
Debt Instrument [Line Items] | ||||||||||||||||||
Repurchase of debt instrument, discount rate | 91.82% | 91.82% | 91.82% | 91.82% | 91.82% | 91.82% | ||||||||||||
Debt outstanding | $ 1,541,416,000 | $ 1,541,416,000 | $ 1,541,416,000 | $ 1,595,560,000 | ||||||||||||||
Basis spread on variable rate | 1.30% | |||||||||||||||||
Debt instrument, number of interest rate step-downs | step_down | 2 | 2 | 2 | 2 | 2 | 2 | ||||||||||||
Long-term debt | $ 1,520,521,000 | $ 1,520,521,000 | $ 1,520,521,000 | $ 1,573,651,000 | ||||||||||||||
Ocala, Florida | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Lessee, finance Lease, discount rate | 5.60% | 5.60% | 5.60% | 5.60% | 5.60% | 5.60% | ||||||||||||
Number of option to extend | option | 2 | 2 | ||||||||||||||||
Lease renewal term | 5 years | 5 years | 5 years | 5 years | 5 years | 5 years | ||||||||||||
Troy, Ohio | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Lessee, finance Lease, discount rate | 5% | 5% | 5% | 5% | 5% | 5% | ||||||||||||
Lessee, finance lease buyout amount | $ 1 | $ 1 | $ 1 | |||||||||||||||
Term Loan | Northcote Holdings Pty. Ltd | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Repayments of debt | $ 9,625,000 | |||||||||||||||||
Long-term debt | $ 18,375,000 | |||||||||||||||||
Term Loan | Ames UK | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Face amount | £ | £ 14,000,000 | |||||||||||||||||
Debt instrument, periodic payment, principal | £ | 438,000 | |||||||||||||||||
Periodic payment terms, balloon payment to be paid | £ | £ 7,088,000 | |||||||||||||||||
Revolver due 2025 | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Maximum borrowing capacity | $ 400,000 | |||||||||||||||||
Maximum borrowing capacity, accordion feature | $ 100,000,000 | |||||||||||||||||
Maximum percentage of equity interest of subsidiaries borrowings guaranteed | 65% | |||||||||||||||||
Outstanding standby letters of credit | 12,287,000 | 12,287,000 | $ 12,287,000 | |||||||||||||||
Remaining borrowing capacity | $ 342,613,000 | $ 342,613,000 | $ 342,613,000 | |||||||||||||||
Revolver Due 2025, SOFR Loan | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Basis spread on variable rate | 1.50% | |||||||||||||||||
Debt instrument, interest rate, effective percentage | 5.91% | 5.91% | 5.91% | 5.91% | 5.91% | 5.91% | ||||||||||||
Revolver Due 2025, SONIA Loan | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Basis spread on variable rate | 1.50% | |||||||||||||||||
Debt instrument, interest rate, effective percentage | 4.96% | 4.96% | 4.96% | 4.96% | 4.96% | 4.96% | ||||||||||||
Mortgages | SONIA | Ames UK | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Basis spread on variable rate | 1.80% | |||||||||||||||||
Revolving Credit Facility | Northcote Holdings Pty. Ltd | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Maximum borrowing capacity | $ 20,000,000 | |||||||||||||||||
Line of credit facility, cancelled | $ 20,000,000 | |||||||||||||||||
Revolving Credit Facility | Ames UK | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Face amount | £ | £ 5,000,000 | |||||||||||||||||
Long-term debt | $ 0 | $ 0 | $ 0 | |||||||||||||||
Long-term line of credit, revolver outstanding balance | $ 0 | 0 | 0 | |||||||||||||||
Revolving Credit Facility | SONIA | Ames UK | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Basis spread on variable rate | 6.75% | 3.25% | ||||||||||||||||
Term and Mortgage Loans | Ames UK | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Long-term debt | $ 12,663,000 | 12,663,000 | 12,663,000 | £ 10,519,000 | ||||||||||||||
Letter of Credit Subfacility | Revolver due 2025 | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Maximum borrowing capacity | 100,000,000 | |||||||||||||||||
Multicurrency Subfacility | Revolver due 2025 | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Maximum borrowing capacity | $ 200,000,000 | |||||||||||||||||
Receivables Purchase Facility | Northcote Holdings Pty. Ltd | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Maximum borrowing capacity | 15,000,000 | |||||||||||||||||
Remaining borrowing capacity | $ 10,134,000 | $ 10,134,000 | $ 10,134,000 | $ 15,000,000 | ||||||||||||||
Debt instrument, interest rate, effective percentage | 4.51% | 4.51% | 4.51% | 4.51% | 4.51% | 4.51% | ||||||||||||
Long-term line of credit | $ 0 | $ 0 | $ 0 | |||||||||||||||
Receivables Purchase Facility | Bank Bill Swap Rate | Northcote Holdings Pty. Ltd | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Basis spread on variable rate | 1.25% | |||||||||||||||||
Senior notes due 2028 | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Face amount | $ 1,000,000,000 | |||||||||||||||||
Debt instrument, interest rate, stated percentage | 5.75% | 5.75% | 5.75% | 5.75% | 5.75% | 5.75% | 5.75% | 5.75% | ||||||||||
Capitalized debt issuance costs | $ 16,448,000 | |||||||||||||||||
Debt instrument, repurchased face amount | $ 25,225,000,000 | $ 25,225,000,000 | $ 25,225,000,000 | |||||||||||||||
Debt instrument, repurchase amount | 23,161,000,000 | 23,161,000,000 | 23,161,000,000 | |||||||||||||||
Gain on repurchase of debt instrument | 1,767,000 | |||||||||||||||||
Gain (loss) on extinguishment of debt, before write off of debt issuance cost | 2,064,000 | |||||||||||||||||
Write off of debt issuance costs | 297,000 | |||||||||||||||||
Debt outstanding | 974,775,000 | 974,775,000 | 974,775,000 | $ 974,775,000 | ||||||||||||||
Debt issuance fees and expenses, net | 10,434,000 | 10,434,000 | 10,434,000 | |||||||||||||||
Long-term debt | 964,595,000 | 964,595,000 | 964,595,000 | 964,102,000 | ||||||||||||||
Senior notes due 2028 | Fair Value, Inputs, Level 1 | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Senior note, fair value disclosure | 877,298,000 | 877,298,000 | 877,298,000 | |||||||||||||||
Senior notes due 2022 | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Repayments of debt | $ 1,000,000,000 | |||||||||||||||||
Debt instrument, interest rate, stated percentage | 5.25% | |||||||||||||||||
Senior Notes | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt outstanding | 974,775,000 | 974,775,000 | 974,775,000 | |||||||||||||||
Non US lines of credit | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt outstanding | 0 | 0 | 0 | 0 | ||||||||||||||
Maximum borrowing capacity | 11,072,000 | 11,072,000 | 11,072,000 | $ 15,000 | ||||||||||||||
Long-term debt | $ (4,000) | $ (4,000) | $ (4,000) | (2,000) | ||||||||||||||
Non US lines of credit | CDOR | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Interest rate at period end | 6.04% | 6.04% | 6.04% | 6.04% | 6.04% | 6.04% | ||||||||||||
Non US lines of credit | Bankers Acceptance Rate | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Interest rate at period end | 5.79% | 5.79% | 5.79% | 5.79% | 5.79% | 5.79% | ||||||||||||
Mortgages | Ames UK | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Face amount | £ | £ 4,000,000 | |||||||||||||||||
Debt instrument, periodic payment, principal | £ | 105,000 | |||||||||||||||||
Interest rate at period end | 5.23% | 5.23% | 5.23% | 5.23% | 5.23% | 5.23% | ||||||||||||
Periodic payment terms, balloon payment to be paid | £ | £ 2,349,000 | |||||||||||||||||
Term Loan | Term Loan B due 2029 | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Face amount | 800,000,000 | |||||||||||||||||
Capitalized debt issuance costs | $ 15,466,000 | |||||||||||||||||
Debt issuance fees and expenses, net | $ 8,472,000 | $ 8,472,000 | $ 8,472,000 | |||||||||||||||
Secured overnight financing rate floor | 0.00005% | |||||||||||||||||
Debt instrument, issuance price (in percentage) | 99.75% | |||||||||||||||||
Debt instrument, periodic payment, principal | 2,000,000 | |||||||||||||||||
Debt redeemed | $ 300,000,000 | |||||||||||||||||
Debt extinguishment, net | (6,296,000) | |||||||||||||||||
Write off of deferred debt issuance cost, underwriting and other fees | 5,575,000 | |||||||||||||||||
Write off of deferred debt issuance cost, original issuer discount | $ 721,000 | |||||||||||||||||
Debt instrument, interest rate, effective percentage | 7.01% | 7.01% | 7.01% | 7.01% | 7.01% | 7.01% | ||||||||||||
Term Loan | Term Loan B due 2029 | Secured Overnight Financing Rate | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Basis spread on variable rate | 0.00025% | |||||||||||||||||
Term Loan B due 2029 | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt outstanding | $ 494,000,000 | $ 494,000,000 | $ 494,000,000 | 496,000,000 | ||||||||||||||
Long-term debt | 484,427,000 | 484,427,000 | 484,427,000 | $ 486,033,000 | ||||||||||||||
Term Loan B due 2029 | Fair Value, Inputs, Level 1 | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Senior note, fair value disclosure | $ 485,355,000 | $ 485,355,000 | $ 485,355,000 |
SHAREHOLDERS' EQUITY AND EQUI_3
SHAREHOLDERS' EQUITY AND EQUITY COMPENSATION - Narrative (Details) | 3 Months Ended | 12 Months Ended | |||||||||||
Jan. 30, 2023 $ / shares | Jun. 27, 2022 $ / shares | Feb. 17, 2022 shares | Jan. 30, 2020 shares | Dec. 31, 2022 USD ($) executive $ / shares shares | Sep. 30, 2022 $ / shares | Jun. 30, 2022 $ / shares | Mar. 31, 2022 $ / shares | Dec. 31, 2021 $ / shares | Sep. 30, 2022 $ / shares | Aug. 01, 2018 USD ($) | Jan. 31, 2018 shares | Aug. 03, 2016 USD ($) | |
Class of Stock [Line Items] | |||||||||||||
Common stock, dividends, per share, cash paid (in dollars per share) | $ / shares | $ 0.10 | $ 0.09 | $ 0.36 | ||||||||||
Number of additional shares authorized for award (in shares) | 1,200,000 | ||||||||||||
Reissuance of shares in treasury for award under share-based payment arrangement (in shares) | 454,776,000 | ||||||||||||
Stock repurchase program, authorized amount | $ | $ 50,000,000 | $ 50,000,000 | |||||||||||
Stock repurchase program, remaining authorized repurchase amount | $ | $ 57,955,000 | ||||||||||||
Restricted Stock Award | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Equity instruments other than options, grants in period (in shares) | 466,677 | ||||||||||||
Shares paid for tax withholding for share based compensation (in shares) | 345,051 | ||||||||||||
Shares paid for tax withholding for share based compensation, value | $ | $ 12,627,000 | ||||||||||||
Shares paid for tax withholding for share based compensation, value per share (in dollars per share) | $ / shares | $ 36.59 | ||||||||||||
Restricted Stock Award | Minimum | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Award vesting period | 3 years | ||||||||||||
Restricted Stock Award | Maximum | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Award vesting period | 4 years | ||||||||||||
Restricted Stock Subject to Performance Conditions | Executives and Key Employees | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Award vesting period | 36 months | ||||||||||||
Equity instruments other than options, grants in period (in shares) | 249,480 | ||||||||||||
Equity instruments other than options, granted in period, fair value | $ | $ 8,385,000 | ||||||||||||
Equity instruments other than options, grants in period, weighted average grant date fair value (in dollars per share) | $ / shares | $ 33.61 | ||||||||||||
Number of executive officers granted shares | executive | 44 | ||||||||||||
Restricted Stock Subject to Performance Conditions | Senior Executives | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Award vesting period | 36 months | ||||||||||||
Equity instruments other than options, grants in period (in shares) | 205,296 | ||||||||||||
Equity instruments other than options, granted in period, fair value | $ | $ 3,555,000 | ||||||||||||
Equity instruments other than options, grants in period, weighted average grant date fair value (in dollars per share) | $ / shares | $ 34.63 | ||||||||||||
Number of executive officers granted shares | executive | 2 | ||||||||||||
Award post-vesting holding period | 2 years | ||||||||||||
Restricted Stock Subject to Performance Conditions | Minimum | Senior Executives | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of shares to be vested if performance condition is attained (in shares) | 51,324 | ||||||||||||
Target number of shares to be vested if performance condition is attained (in shares) | 102,648 | ||||||||||||
Restricted Stock Subject to Performance Conditions | Maximum | Senior Executives | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of shares to be vested if performance condition is attained (in shares) | 205,296 | ||||||||||||
Restricted Stock Units | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Shares paid for tax withholding for share based compensation (in shares) | 3,066 | ||||||||||||
Shares paid for tax withholding for share based compensation, value | $ | $ 108,000 | ||||||||||||
Shares paid for tax withholding for share based compensation, value per share (in dollars per share) | $ / shares | $ 35.31 | ||||||||||||
Restricted Stock Units | Executives and Key Employees | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Equity instruments other than options, grants in period (in shares) | 11,901 | ||||||||||||
Restricted Stock Units | Minimum | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Award vesting period | 3 years | ||||||||||||
Restricted Stock Units | Maximum | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Award vesting period | 4 years | ||||||||||||
Incentive Plan | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of shares authorized for award (in shares) | 6,250,000 | 1,000,000 | |||||||||||
Number of additional shares authorized for award (in shares) | 1,700,000 | ||||||||||||
Share-based compensation arrangement by share-based payment award, expiration period | 10 years | ||||||||||||
Maximum percentage of exercise price at grant date fair value | 100% | ||||||||||||
Number of shares available for grant (in shares) | 368,445 | ||||||||||||
Incentive Plan | Incentive Stock Options | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of shares authorized for award (in shares) | 600,000 | ||||||||||||
Quarterly Dividend | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common stock, dividends, per share, cash paid (in dollars per share) | $ / shares | $ 0.09 | $ 0.09 | $ 0.09 | $ 0.09 | |||||||||
Quarterly Dividend | Subsequent Event | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Dividends declared, amount per share (in dollars per share) | $ / shares | $ 0.10 | ||||||||||||
Special Cash Dividends | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Dividends declared, amount per share (in dollars per share) | $ / shares | $ 2 |
SHAREHOLDERS' EQUITY AND EQUI_4
SHAREHOLDERS' EQUITY AND EQUITY COMPENSATION - Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | ||
Restricted stock | $ 5,538 | $ 3,890 |
ESOP | 1,204 | 977 |
Total stock-based compensation | $ 6,742 | $ 4,867 |
EARNINGS PER SHARE (EPS) (Detai
EARNINGS PER SHARE (EPS) (Details) - shares shares in Thousands | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Common shares outstanding (in shares) | 57,186 | 56,304 |
Unallocated ESOP shares (in shares) | (979) | (1,816) |
Non-vested restricted stock (in shares) | (3,230) | (2,869) |
Impact of weighted average shares (in shares) | (398) | (441) |
Weighted average shares outstanding - basic (in shares) | 52,579 | 51,178 |
Incremental shares from stock based compensation (in shares) | 2,719 | 2,575 |
Weighted average shares outstanding - diluted (in shares) | 55,298 | 53,753 |
BUSINESS SEGMENTS - Narrative (
BUSINESS SEGMENTS - Narrative (Details) | 3 Months Ended |
Dec. 31, 2022 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
BUSINESS SEGMENTS - Summary of
BUSINESS SEGMENTS - Summary of Reportable Segments from Continuing Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 649,384 | $ 591,749 |
Consumer and Professional Products | ||
Segment Reporting Information [Line Items] | ||
Revenue | 252,811 | 283,173 |
Home and Building Products | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 396,573 | $ 308,576 |
BUSINESS SEGMENTS - Disaggregat
BUSINESS SEGMENTS - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 649,384 | $ 591,749 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 532,967 | 459,475 |
Europe | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 4,712 | 18,367 |
Canada | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 38,471 | 34,641 |
Australia | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 66,217 | 74,349 |
All other countries | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 7,017 | 4,917 |
Consumer and Professional Products | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 252,811 | 283,173 |
Consumer and Professional Products | United States | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 153,667 | 164,899 |
Consumer and Professional Products | Europe | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 4,696 | 18,330 |
Consumer and Professional Products | Canada | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 23,116 | 22,628 |
Consumer and Professional Products | Australia | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 66,217 | 74,349 |
Consumer and Professional Products | All other countries | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 5,115 | 2,967 |
Consumer and Professional Products | Residential repair and remodel | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 81,706 | 38,759 |
Consumer and Professional Products | Retail | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 68,497 | 130,235 |
Consumer and Professional Products | Residential new construction | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 12,487 | 10,327 |
Consumer and Professional Products | Industrial | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 17,093 | 11,306 |
Consumer and Professional Products | International excluding North America | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 73,028 | 92,546 |
Home and Building Products | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 396,573 | 308,576 |
Home and Building Products | United States | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 379,300 | 294,576 |
Home and Building Products | Europe | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 16 | 37 |
Home and Building Products | Canada | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 15,355 | 12,013 |
Home and Building Products | Australia | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Home and Building Products | All other countries | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,902 | 1,950 |
Home and Building Products | Residential repair and remodel | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 190,730 | 145,085 |
Home and Building Products | Residential new construction | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 36,329 | 32,702 |
Home and Building Products | Commercial construction | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 169,514 | $ 130,789 |
BUSINESS SEGMENTS - Segment EBI
BUSINESS SEGMENTS - Segment EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | $ 108,560 | $ 59,248 |
Segment adjusted EBITDA | 122,336 | 72,511 |
Depreciation and amortization | (17,113) | (13,081) |
Gain on sale of building | 10,852 | 0 |
Income before taxes from continuing operations | 68,020 | 23,917 |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Depreciation and amortization | (16,973) | (12,944) |
Operating Segments | Consumer and Professional Products | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | (1,809) | 16,214 |
Depreciation and amortization | (13,127) | (8,606) |
Operating Segments | Home and Building Products | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | 124,145 | 56,297 |
Depreciation and amortization | (3,846) | (4,338) |
Segment Reconciling Items | ||
Segment Reporting Information [Line Items] | ||
Unallocated amounts, excluding depreciation | (13,776) | (13,263) |
Net interest expense | (24,544) | (15,648) |
Depreciation and amortization | (17,113) | (13,081) |
Gain on sale of building | 10,852 | 0 |
Strategic review - retention and other | 8,232 | 0 |
Proxy expenses | (1,503) | (2,291) |
Acquisition costs | 0 | (2,595) |
Restructuring charges | $ 0 | $ (1,716) |
BUSINESS SEGMENTS - Depreciatio
BUSINESS SEGMENTS - Depreciation, Amortization and Capital Expenditures (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
DEPRECIATION and AMORTIZATION | $ 17,113 | $ 13,081 |
CAPITAL EXPENDITURES | 4,726 | 10,573 |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
DEPRECIATION and AMORTIZATION | 16,973 | 12,944 |
CAPITAL EXPENDITURES | 4,726 | 10,479 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
DEPRECIATION and AMORTIZATION | 140 | 137 |
CAPITAL EXPENDITURES | 0 | 94 |
Consumer and Professional Products | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
DEPRECIATION and AMORTIZATION | 13,127 | 8,606 |
CAPITAL EXPENDITURES | 2,658 | 7,130 |
Home and Building Products | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
DEPRECIATION and AMORTIZATION | 3,846 | 4,338 |
CAPITAL EXPENDITURES | $ 2,068 | $ 3,349 |
BUSINESS SEGMENTS - Summary o_2
BUSINESS SEGMENTS - Summary of Segment Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 |
Segment Reporting Information [Line Items] | ||
Continuing assets | $ 2,771,545 | $ 2,810,699 |
Total Assets | 2,777,238 | 2,816,474 |
Discontinued Operations | ||
Segment Reporting Information [Line Items] | ||
Discontinued operations | 5,693 | 5,775 |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Continuing assets | 2,616,058 | 2,652,389 |
Operating Segments | Consumer and Professional Products | ||
Segment Reporting Information [Line Items] | ||
Continuing assets | 1,908,749 | 1,914,529 |
Operating Segments | Home and Building Products | ||
Segment Reporting Information [Line Items] | ||
Continuing assets | 707,309 | 737,860 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Continuing assets | $ 155,487 | $ 158,310 |
EMPLOYEE BENEFIT PLANS (Details
EMPLOYEE BENEFIT PLANS (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | ||
Interest cost | $ 1,825 | $ 796 |
Expected return on plan assets | (2,553) | (2,589) |
Amortization: | ||
Recognized actuarial loss | 944 | 845 |
Net periodic expense (income) | $ 216 | $ (948) |
DISCONTINUED OPERATIONS - Narra
DISCONTINUED OPERATIONS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Jun. 27, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | |
Discontinued Operations, Disposed of by Sale | Telephonics Corporation | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Proceeds from divestiture of businesses | $ 330,000 | |||
Divestiture of business, post closing working capital adjustment | $ 2,568 | |||
Gain on sale of building | $ 107,517 | |||
Gain on sale of business, net of tax | 89,241 | |||
Discontinued Operations | Installation Services and Other Discontinued Activities | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Discontinued operation, insurance claims, warranty and environmental reserves | 7,062 | $ 8,072 | ||
Revenue from disposed business | 0 | $ 0 | ||
Discontinued Operations | Defense Electronics | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Pro forma depreciation and amortization from Defense Electronics | 2,700 | |||
Revenue from disposed business | $ 53,993 | |||
Discontinued Operations | Telephonics Corporation | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Discontinued operation, post closing adjustments | $ 5,288 | $ 8,846 |
DISCONTINUED OPERATIONS - Incom
DISCONTINUED OPERATIONS - Income Statement Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Income from discontinued operations before taxes | $ 0 | $ 3,320 |
Provision for income taxes | $ 0 | 726 |
Defense Electronics | Discontinued Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Revenue | 53,993 | |
Cost of goods and services | 40,961 | |
Gross profit | 13,032 | |
Selling, general and administrative expenses | 10,020 | |
Income from discontinued operations | 3,012 | |
Interest income, net | 0 | |
Other, net | 308 | |
Total other income (expense) | 308 | |
Income from discontinued operations before taxes | 3,320 | |
Provision for income taxes | 726 | |
Income from discontinued operations | $ 2,594 |
DISCONTINUED OPERATIONS - Balan
DISCONTINUED OPERATIONS - Balance Sheets Information of Installation Services and Other Discontinued Activities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 |
Assets of discontinued operations: | ||
Other long-term assets | $ 4,571 | $ 4,586 |
Discontinued Operations | ||
Assets of discontinued operations: | ||
Prepaid and other current assets | 1,122 | 1,189 |
Other long-term assets | 4,571 | 4,586 |
Total assets of discontinued operations | 5,693 | 5,775 |
Liabilities of discontinued operations: | ||
Accrued liabilities, current | 8,141 | 12,656 |
Other long-term liabilities | 4,209 | 4,262 |
Total liabilities of discontinued operations | $ 12,350 | $ 16,918 |
RESTRUCTURING CHARGES - Narrati
RESTRUCTURING CHARGES - Narrative (Details) $ in Thousands | 3 Months Ended | 38 Months Ended | |
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) position | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and other related charges | $ 1,716 | ||
Payments for restructuring | $ 167 | 1,442 | |
Non-cash charges | 289 | ||
Restructuring charges | 1,716 | ||
Next-generation Business Platform | Consumer and Professional Products | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and other related charges | $ 51,869 | ||
Payments for restructuring | 1,427 | 35,691 | |
Non-cash charges | 289 | $ (16,178) | |
Reduction of headcount | position | 420 | ||
Capital investments | Next-generation Business Platform | Consumer and Professional Products | |||
Restructuring Cost and Reserve [Line Items] | |||
Payments to acquire productive assets | $ 15,000 | ||
Personnel related costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and other related charges | 260 | ||
Payments for restructuring | 74 | 275 | |
Non-cash charges | 0 | ||
Restructuring charges | 260 | ||
Personnel related costs | Next-generation Business Platform | Consumer and Professional Products | |||
Restructuring Cost and Reserve [Line Items] | |||
Payments for restructuring | 260 | (12,934) | |
Facilities & Exit Costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and other related charges | 1,167 | ||
Payments for restructuring | $ 93 | 1,167 | |
Non-cash charges | 0 | ||
Restructuring charges | 1,167 | ||
Facilities & Exit Costs | Next-generation Business Platform | Consumer and Professional Products | |||
Restructuring Cost and Reserve [Line Items] | |||
Payments for restructuring | $ 1,167 | $ (22,757) |
RESTRUCTURING CHARGES - Summary
RESTRUCTURING CHARGES - Summary of the Restructuring and Other Related Charges (Details) $ in Thousands | 3 Months Ended |
Dec. 31, 2021 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and other related charges | $ 1,716 |
Personnel related costs | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and other related charges | 260 |
Facilities & Exit Costs | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and other related charges | 1,167 |
Facility and Other Costs(1) | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and other related charges | 289 |
Cost of goods and services | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and other related charges | 322 |
Selling, general and administrative expenses | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and other related charges | $ 1,394 |
RESTRUCTURING CHARGES - Summa_2
RESTRUCTURING CHARGES - Summary of Accrued Liability for the Restructuring and Related Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Reserve [Roll Forward] | ||
Accrued liability beginning balance | $ 650 | $ 682 |
Restructuring charges | 1,716 | |
Cash payment | (167) | (1,442) |
Non-cash charges | (289) | |
Accrued liability ending balance | 483 | 667 |
Personnel related costs | ||
Restructuring Reserve [Roll Forward] | ||
Accrued liability beginning balance | 386 | 418 |
Restructuring charges | 260 | |
Cash payment | (74) | (275) |
Non-cash charges | 0 | |
Accrued liability ending balance | 312 | 403 |
Facilities & Exit Costs | ||
Restructuring Reserve [Roll Forward] | ||
Accrued liability beginning balance | 264 | 264 |
Restructuring charges | 1,167 | |
Cash payment | (93) | (1,167) |
Non-cash charges | 0 | |
Accrued liability ending balance | $ 171 | 264 |
Facility and Other Costs(1) | ||
Restructuring Reserve [Roll Forward] | ||
Accrued liability beginning balance | 0 | |
Restructuring charges | 289 | |
Cash payment | 0 | |
Non-cash charges | (289) | |
Accrued liability ending balance | $ 0 |
OTHER INCOME (EXPENSE) (Details
OTHER INCOME (EXPENSE) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | ||
Other income (expense) | $ 607 | $ 1,075 |
Foreign currency transaction gain (loss), before tax | 67 | (394) |
Net periodic benefit income (expense) | (216) | 948 |
Investment income, net | 33 | 374 |
Rental income | 212 | $ 156 |
Royalty income | $ 549 |
WARRANTY LIABILITY - Narrative
WARRANTY LIABILITY - Narrative (Details) | 3 Months Ended |
Dec. 31, 2022 | |
Home and Building Products | Minimum | |
Product Warranty Liability [Line Items] | |
Product warranty period | 1 year |
Home and Building Products | Maximum | |
Product Warranty Liability [Line Items] | |
Product warranty period | 10 years |
CPP | |
Product Warranty Liability [Line Items] | |
Product warranty period | 90 days |
WARRANTY LIABILITY - Changes in
WARRANTY LIABILITY - Changes in Warrant Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward] | ||
Balance, beginning of period | $ 16,786 | $ 7,818 |
Warranties issued and changes in estimated pre-existing warranties | 4,667 | 3,461 |
Actual warranty costs incurred | (3,754) | (1,707) |
Balance, end of period | $ 17,699 | $ 9,572 |
OTHER COMPREHENSIVE INCOME (L_3
OTHER COMPREHENSIVE INCOME (LOSS) - Summary of OCI (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Total other comprehensive income (loss), pre-tax | $ 12,196 | $ (3,044) |
Total other comprehensive income (loss), tax | 23 | 293 |
Total other comprehensive income (loss), net of taxes | 12,219 | (2,751) |
Foreign currency translation adjustments | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Total other comprehensive income (loss), pre-tax | 11,937 | (2,319) |
Total other comprehensive income (loss), tax | 0 | 0 |
Total other comprehensive income (loss), net of taxes | 11,937 | (2,319) |
Pension and other defined benefit plans | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Total other comprehensive income (loss), pre-tax | 1,088 | 846 |
Total other comprehensive income (loss), tax | (226) | (178) |
Total other comprehensive income (loss), net of taxes | 862 | 668 |
Cash flow hedges | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Total other comprehensive income (loss), pre-tax | (829) | (1,571) |
Total other comprehensive income (loss), tax | 249 | 471 |
Total other comprehensive income (loss), net of taxes | $ (580) | $ (1,100) |
OTHER COMPREHENSIVE INCOME (L_4
OTHER COMPREHENSIVE INCOME (LOSS) - AOCI (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 |
Class of Stock [Line Items] | ||||
Accumulated other comprehensive income (loss) | $ 526,848 | $ 477,570 | $ 812,385 | $ 807,158 |
Foreign currency translation adjustments | ||||
Class of Stock [Line Items] | ||||
Accumulated other comprehensive income (loss) | (45,233) | (57,170) | ||
Pension and other defined benefit plans | ||||
Class of Stock [Line Items] | ||||
Accumulated other comprehensive income (loss) | (26,437) | (27,299) | ||
Cash flow hedges | ||||
Class of Stock [Line Items] | ||||
Accumulated other comprehensive income (loss) | 1,151 | 1,731 | ||
Accumulated other comprehensive income (loss), attributable to parent | ||||
Class of Stock [Line Items] | ||||
Accumulated other comprehensive income (loss) | $ (70,519) | $ (82,738) | $ (48,728) | $ (45,977) |
OTHER COMPREHENSIVE INCOME (L_5
OTHER COMPREHENSIVE INCOME (LOSS) - Amounts Reclassified from AOCI (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Income before taxes from continuing operations | $ 68,020 | $ 23,917 |
Tax benefit (expense) | (19,318) | (7,213) |
Net income | 48,702 | 19,298 |
Accumulated other comprehensive income (loss), attributable to parent | Reclassification out of Accumulated Other Comprehensive Income | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Income before taxes from continuing operations | 60 | 688 |
Tax benefit (expense) | (13) | (144) |
Net income | 47 | 544 |
Pension and other defined benefit plans | Reclassification out of Accumulated Other Comprehensive Income | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Income before taxes from continuing operations | (944) | (845) |
Cash flow hedges | Reclassification out of Accumulated Other Comprehensive Income | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Income before taxes from continuing operations | $ 1,004 | $ 1,533 |
LEASES - Schedule of Lease Cost
LEASES - Schedule of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Lease Cost | ||
Fixed | $ 11,294 | $ 9,747 |
Variable | 2,772 | 1,852 |
Short-term | 2,204 | 1,349 |
Total | $ 16,270 | $ 12,948 |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 9,623 | $ 10,844 |
Financing cash flows from finance leases | 744 | 753 |
Total | $ 10,367 | $ 11,597 |
LEASES - Summary of Supplementa
LEASES - Summary of Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 |
Operating Leases: | ||
Operating right-of-use assets | $ 182,799 | $ 183,398 |
Lease Liabilities: | ||
Current portion of operating lease liabilities | 31,283 | 31,680 |
Long-term operating lease liabilities | 160,664 | 159,414 |
Total operating lease liabilities | 191,947 | 191,094 |
Finance Leases: | ||
Property, plant and equipment, net | $ 13,334 | $ 13,696 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | PROPERTY, PLANT AND EQUIPMENT, net | PROPERTY, PLANT AND EQUIPMENT, net |
Lease Liabilities: | ||
Lease liabilities, notes payable and current portion of long-term debt | $ 2,011 | $ 2,065 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Notes payable and current portion of long-term debt | Notes payable and current portion of long-term debt |
Lease liabilities, long-term debt, net | $ 11,623 | $ 11,995 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Long-Term Debt, Excluding Current Maturities | Long-Term Debt, Excluding Current Maturities |
Total financing lease liabilities | $ 13,634 | $ 14,060 |
Accumulated depreciation | $ 5,568 | $ 4,972 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) | 3 Months Ended | |
Dec. 31, 2022 USD ($) option | Sep. 30, 2022 USD ($) | |
Lessee, Lease, Description [Line Items] | ||
Long-term debt | $ 1,520,521,000 | $ 1,573,651,000 |
Finance Lease Obligation | ||
Lessee, Lease, Description [Line Items] | ||
Long-term debt | 12,751,000 | $ 13,091,000 |
Troy, Ohio | ||
Lessee, Lease, Description [Line Items] | ||
Lessee, finance lease buyout amount | $ 1 | |
Ocala, Florida | ||
Lessee, Lease, Description [Line Items] | ||
Number of option to extend | option | 2 | |
Lease renewal term | 5 years |
LEASES - Summary of Future Matu
LEASES - Summary of Future Maturities of Lease Payments for Operating Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 |
Operating Leases | ||
2023 | $ 31,784 | |
2024 | 35,893 | |
2025 | 33,183 | |
2026 | 24,262 | |
2027 | 20,101 | |
2028 | 16,439 | |
Thereafter | 83,397 | |
Total lease payments | 245,059 | |
Less: Imputed Interest | (53,112) | |
Present value of lease liabilities | 191,947 | $ 191,094 |
Finance Leases | ||
2023 | 2,074 | |
2024 | 2,344 | |
2025 | 2,169 | |
2026 | 2,112 | |
2027 | 2,074 | |
2028 | 2,074 | |
Thereafter | 3,629 | |
Total lease payments | 16,476 | |
Less: Imputed Interest | (2,842) | |
Present value of lease liabilities | $ 13,634 | $ 14,060 |
LEASES - Weighted Average Lease
LEASES - Weighted Average Lease Terms and Discount Rates (Details) | Dec. 31, 2022 |
Weighted-average remaining lease term (years): | |
Operating leases | 8 years 3 months 18 days |
Finance Leases | 7 years 2 months 12 days |
Weighted-average discount rate: | |
Operating Leases | 5.68% |
Finance Leases | 5.54% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 3 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Site contingency, ownership period | 3 years |