XML 31 R18.htm IDEA: XBRL DOCUMENT
v3.21.2

LONG-TERM DEBT | 12 Months Ended
--- | ---
Sep. 30, 2021
Debt Disclosure [Abstract] |
LONG-TERM DEBT | LONG-TERM DEBT Debt at September 30, 2021 and 2020 consisted of the following:
|  |  | At September 30, 2021
|  |  | Outstanding Balance |  | Original Issuer Premium |  | Capitalized Fees & Expenses |  | Balance Sheet |  | Coupon Interest Rate
Senior notes due 2028 | (a) |  | $ | 1,000,000 |  |  | $ | 315 |  |  | $ | (13,293) |  |  | $ | 987,022 |  |  | 5.75 | %
Revolver due 2025 | (b) |  | 13,483 |  |  | — |  |  | (1,718) |  |  | 11,765 |  |  | Variable
Finance lease - real estate | (c) |  | 14,594 |  |  | — |  |  | (4) |  |  | 14,590 |  |  | Variable
Non U.S. lines of credit | (d) |  | 3,012 |  |  | — |  |  | (17) |  |  | 2,995 |  |  | Variable
Non U.S. term loans | (d) |  | 25,684 |  |  | — |  |  | (91) |  |  | 25,593 |  |  | Variable
Other long term debt | (e) |  | 3,733 |  |  | — |  |  | (15) |  |  | 3,718 |  |  | Variable
Totals |  |  | 1,060,506 |  |  | 315 |  |  | (15,138) |  |  | 1,045,683 |  |  |
less: Current portion |  |  | (12,486) |  |  | — |  |  | — |  |  | (12,486) |  |  |
Long-term debt |  |  | $ | 1,048,020 |  |  | $ | 315 |  |  | $ | (15,138) |  |  | $ | 1,033,197 |  |  |
|  |  | At September 30, 2020
|  |  | Outstanding Balance |  | Original Issuer Premium |  | Capitalized Fees & Expenses |  | Balance Sheet |  | Coupon Interest Rate
Senior notes due 2028 | (a) |  | $ | 1,000,000 |  |  | $ | 363 |  |  | $ | (15,376) |  |  | $ | 984,987 |  |  | 5.75 | %
Revolver due 2025 | (b) |  | 12,858 |  |  | — |  |  | (2,209) |  |  | 10,649 |  |  | Variable
Finance lease - real estate | (c) |  | 17,218 |  |  | — |  |  | (30) |  |  | 17,188 |  |  | Variable
Non U.S. lines of credit | (d) |  | — |  |  | — |  |  | (30) |  |  | (30) |  |  | Variable
Non U.S. term loans | (f) |  | 31,086 |  |  | — |  |  | (160) |  |  | 30,926 |  |  | Variable
Other long term debt | (g) |  | 3,260 |  |  | — |  |  | (16) |  |  | 3,244 |  |  | Variable
Totals |  |  | 1,064,422 |  |  | 363 |  |  | (17,821) |  |  | 1,046,964 |  |  |
less: Current portion |  |  | (9,922) |  |  | — |  |  | — |  |  | (9,922) |  |  |
Long-term debt |  |  | $ | 1,054,500 |  |  | $ | 363 |  |  | $ | (17,821) |  |  | $ | 1,037,042 |  |  |
Interest expense consists of the following for 2021, 2020 and 2019.
|  |  | Year Ended September 30, 2021
|  |  | Effective Interest Rate |  | Cash Interest |  | Amort. Debt Premium |  | Amort. Deferred Cost & Other Fees |  | Total Interest Expense
Senior notes due 2028 | (a) |  | 5.95 | % |  | $ | 57,500 |  |  | $ | (48) |  |  | $ | 2,084 |  |  | $ | 59,536 |
Revolver due 2025 | (b) |  | Variable |  | 1,078 |  |  | — |  |  | 491 |  |  | 1,569 |
Finance lease - real estate | (c) |  | 5.65 | % |  | 875 |  |  | — |  |  | 25 |  |  | 900 |
Non U.S. lines of credit | (d) |  | Variable |  | 15 |  |  | — |  |  | 15 |  |  | 30 |
Non U.S. term loans | (d) |  | Variable |  | 655 |  |  | — |  |  | 71 |  |  | 726 |
Other long term debt | (e) |  | Variable |  | 443 |  |  | — |  |  | 2 |  |  | 445 |
Capitalized interest |  |  |  |  | (31) |  |  | — |  |  | — |  |  | (31) |
Totals |  |  |  |  | $ | 60,535 |  |  | $ | (48) |  |  | $ | 2,688 |  |  | $ | 63,175 |
|  |  | Year Ended September 30, 2020
|  |  | Effective Interest Rate |  | Cash Interest |  | Amort. Debt Discount |  | Amort. Deferred Cost & Other Fees |  | Total Interest Expense
Senior notes due 2028 | (a) |  | 5.90 | % |  | $ | 32,511 |  |  | $ | — |  |  | $ | 1,072 |  |  | $ | 33,583 |
Senior notes due 2022 | (a) |  | 5.67 | % |  | $ | 22,816 |  |  | $ | 122 |  |  | $ | 1,735 |  |  | $ | 24,673 |
Revolver due 2025 | (b) |  | Variable |  | 5,866 |  |  | — |  |  | 635 |  |  | 6,501 |
Finance lease - real estate | (c) |  | 4.45 | % |  | 386 |  |  | — |  |  | 25 |  |  | 411 |
Non U.S. lines of credit | (d) |  | Variable |  | 12 |  |  | — |  |  | 15 |  |  | 27 |
Non U.S. term loans | (d) |  | Variable |  | 975 |  |  | — |  |  | 55 |  |  | 1,030 |
Other long term debt | (e) |  | Variable |  | 445 |  |  | — |  |  | 2 |  |  | 447 |
Capitalized interest |  |  |  |  | (128) |  |  | — |  |  | — |  |  | (128) |
Totals |  |  |  |  | $ | 62,883 |  |  | $ | 122 |  |  | $ | 3,539 |  |  | $ | 66,544 |
|  |  | Year Ended September 30, 2019
|  |  | Effective Interest Rate |  | Cash Interest |  | Amort. Debt Discount |  | Amort. Deferred Cost & Other Fees |  | Total Interest Expense
Senior notes due 2022 | (a) |  | 5.66 | % |  | $ | 52,500 |  |  | $ | 270 |  |  | $ | 3,803 |  |  | $ | 56,573 |
Revolver due 2025 | (b) |  | Variable |  | 6,998 |  |  | — |  |  | 980 |  |  | 7,978 |
Finance lease - real estate | (c) |  | 6.7 | % |  | 372 |  |  | — |  |  | 25 |  |  | 397 |
Non U.S. lines of credit | (d) |  | Variable |  | 19 |  |  | — |  |  | 15 |  |  | 34 |
Non U.S. term loans | (d) |  | Variable |  | 1,592 |  |  | — |  |  | 109 |  |  | 1,701 |
Other long term debt | (e) |  | Variable |  | 640 |  |  | — |  |  | 5 |  |  | 645 |
ESOP Loans | (f) |  | 6.3 | % |  | 937 |  |  | — |  |  | 186 |  |  | 1,123 |
Capitalized interest |  |  |  |  | (139) |  |  | — |  |  | — |  |  | (139) |
Totals |  |  |  |  | $ | 62,919 |  |  | $ | 270 |  |  | $ | 5,123 |  |  | $ | 68,312 |
Minimum payments under debt agreements for the next five years are as follows: $16,724 in 2022, $17,267 in 2023, $1,888 in 2024, $15,296 in 2025, $1,892 in 2026 and $1,007,439 thereafter. (a)On June 22, 2020, in an unregistered offering through a private placement, Griffon completed the add-on offering of $150,000 principal amount of its 5.75% senior notes due 2028, at 100.25% of par, to Griffon's previously issued $850,000 principal amount of its 5.75% senior notes due 2028, at of par, completed on February 19, 2020 (collectively, the "Senior Notes"). Proceeds from the Senior Notes were used to redeem the $1,000,000 of 5.25% senior notes due 2022 (the "2022 Senior Notes"). As of September 30, 2021, outstanding Senior Notes due totaled $1,000,000; interest is payable semi-annually on March 1 and September 1. The Senior Notes are senior unsecured obligations of Griffon guaranteed by certain domestic subsidiaries, and subject to certain covenants, limitations and restrictions. On April 22, 2020 and August 3, 2020, Griffon exchanged substantially all of the Senior Notes for substantially identical Senior Notes registered under the Securities Act of 1933, as amended (the "Securities Act"), via an exchange offer. The fair value of the 2028 Senior Notes approximated $1,060,000 on September 30, 2021 based upon quoted market prices (level 1 inputs). In connection with these transactions, Griffon capitalized $16,448 of underwriting fees and other expenses incurred related to the issuance and exchange of the Senior Notes, which will amortize over the term of such notes, and, at September 30, 2021, $13,293 remained to be amortized. Furthermore, all of the obligations associated with the 2022 Senior Notes were discharged. Additionally, Griffon recognized a $7,925 loss on the early extinguishment of debt of the 2022 Senior Notes, comprised primarily of the write-off of $6,725 of remaining deferred financing fees, $607 of tender offer net premium expense and $593 of redemption interest expense. (b) On January 30, 2020, Griffon amended its Credit Agreement to increase the maximum borrowing availability from $350,000 to $400,000, extend its maturity from March 22, 2021 to March 22, 2025 and modify certain other provisions of the facility. The facility includes a letter of credit sub-facility with a limit of $100,000; and a multi-currency sub-facility of $200,000; and contains a customary accordion feature that permits the Company to request, subject to each lender's consent, an increase in the maximum aggregate amount that can be borrowed up to an additional $100,000. Borrowings under the Credit Agreement may be repaid and re-borrowed at any time. Interest is payable on borrowings at either a LIBOR or base rate benchmark rate, plus an applicable margin, which adjusts based on financial performance. Current margins are 0.50% for base rate loans and 1.50% for LIBOR loans. The Credit Agreement has certain financial maintenance tests including a maximum total leverage ratio, a maximum senior secured leverage ratio and a minimum interest coverage ratio, as well as customary affirmative and negative covenants and events of default. The negative covenants place limits on Griffon's ability to, among other things, incur indebtedness, incur liens, and make restricted payments and investments. Borrowings under the Credit Agreement are guaranteed by Griffon’s material domestic subsidiaries and are secured, on a first priority basis, by substantially all domestic assets of the Company and the guarantors, and a pledge of not greater than 65% of the equity interest in Griffon’s material, first-tier foreign subsidiaries. At September 30, 2021, under the Credit Agreement, there were $13,483 in outstanding borrowings; outstanding standby letters of credit were $15,590; and $370,927 was available, subject to certain loan covenants, for borrowing at that date. (c) Two Griffon subsidiaries have finance leases outstanding for real estate located in Troy, Ohio and Ocala, Florida. The leases mature in November 2021 and 2025, respectively, and bear interest at fixed rates of approximately 5.0% and 5.6%, respectively. The Troy, Ohio lease is secured by a mortgage on the real estate, which is guaranteed by Griffon, and has a one dollar buyout at the end of the lease in the first fiscal quarter of 2022. The Ocala, Florida lease contains two five-year renewal options. As of September 30, 2021, $14,590 was outstanding, net of issuance costs. Refer to Note 21 - Leases for further details. (d) In November 2012, Garant G.P. (“Garant”), a Griffon subsidiary, entered into a CAD 15,000 ($11,798 as of September 30, 2021) revolving credit facility. The facility accrues interest at LIBOR (USD) or the Bankers Acceptance Rate (CDN) plus 1.3% per annum (1.38% LIBOR USD and 1.51% Bankers Acceptance Rate CDN as of September 30, 2021 and September 29, 2021, respectively). The revolving facility matures in October 2022. Garant is required to maintain a certain minimum equity. As of September 30, 2021, there were no borrowings under the revolving credit facility with CAD 15,000 ($11,798 as of September 30, 2021) available for borrowing. In July 2016, Griffon Australia Holdings Pty Ltd and its Australian subsidiaries ("Griffon Australia") entered into an AUD 29,625 term loan, AUD 20,000 revolver and AUD 10,000 receivable purchase facility agreement. The term loan requires quarterly principal payments of AUD 1,250 plus interest with a balloon payment of AUD 9,625 due upon maturity in March 2022, and accrues interest at Bank Bill Swap Bid Rate “BBSY” plus 1.95% per annum (2.01% at September 30, 2021). During fiscal 2020, the term loan balance was reduced by AUD 5,000 from AUD 23,375 to AUD 18,375 with proceeds from an AUD 5,000 increase in the commitment of the receivables purchase line from AUD 10,000 to AUD 15,000. As of September 30, 2021, the term loan had an outstanding balance of AUD 10,875 ($7,847 as of September 30, 2021). The revolving facility and receivable purchase facility mature in March 2022, but are renewable upon mutual agreement with the lender. The revolving facility and receivable purchase facility accrue interest at BBSY plus 1.9% and 1.35%, respectively, per annum (1.97% and 1.41%, respectively, at September 30, 2021). At September 30, 2021, there were no borrowings outstanding under the revolver and the receivable purchase facility. The revolver, receivable purchase facility and term loan are all secured by substantially all of the assets of Griffon Australia and its subsidiaries. Griffon Australia is required to maintain a certain minimum equity level and is subject to a maximum leverage ratio and a minimum fixed charges cover ratio. 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. The term loan and mortgage loan accrue interest at the GBP LIBOR Rate plus 1.8% (1.85% at September 30, 2021, respectively). The revolving facility matures in June 2022, but is renewable upon mutual agreement with the lender, and accrues interest at the Bank of England Base Rate plus 3.25% (3.35% as of September 30, 2021). As of September 30, 2021, the revolver had an outstanding balance of GBP 2,234 ($3,012 as of September 30, 2021), while the term and mortgage loan balances amounted to GBP 13,229 ($17,837 as of September 30, 2021). The revolver and the term loan are both secured by substantially all of the assets of AMES UK and its subsidiaries. AMES UK is subject to a maximum leverage ratio and a minimum fixed charges cover ratio. An invoice discounting arrangement was canceled and replaced by the above loan facilities. (g) Other long-term debt primarily consists of a loan with the Pennsylvania Industrial Development Authority, with the balance consisting of financing leases. (f) In August 2016 and as amended on June 30, 2017, Griffon’s ESOP entered into a Term Loan with a bank (the "ESOP Agreement"). The Term Loan interest rate was LIBOR plus 3.00%. The Term Loan required quarterly principal payments of $569 with a balloon payment due at maturity. The Term Loan was secured by shares purchased with the proceeds of the loan and with a lien on a specific amount of Griffon assets (which ranked pari passu with the lien granted on such assets under the Credit Agreement) and was guaranteed by Griffon. On March 13, 2019, the ESOP Term Loan was refinanced with an internal loan from Griffon which was funded with cash and a draw under its Credit Agreement. The internal loan interest rate is fixed at 2.91%, matures in June 2033 and requires quarterly payments of principal, currently $620, and interest. The internal loan is secured by shares purchased with the proceeds of the loan. The amount outstanding on the internal loan at September 30, 2021 was $27,368. At September 30, 2021, Griffon and its subsidiaries were in compliance with the terms and covenants of its credit and loan agreements.

X
- References No definition available. + Details
Name: | us-gaap_DebtDisclosureAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for long-term debt. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 + Details
Name: | us-gaap_LongTermDebtTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration