NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Tables)

12 Months Ended

Sep. 30, 2015

Schedule of Future Minimum Lease Payments for Capital Leases

The present value of the net minimum payments on capitalized leases as of September 30, 2015 was follows:



	At September 30, 2015
Total minimum lease payments	$	10,970
Less amount representing interest payments	(2,176		)
Present value of net minimum lease payments	8,794
Current portion	(1,575		)
Capitalized lease obligation, less current portion	$	7,219

Schedule of Debt

Debt at September 30, 2015 and 2014 consisted of the following:



		At September 30, 2015
		Outstanding Balance			Original Issuer Discount			Capitalized Fees & Expenses			Balance Sheet			Coupon Interest Rate
Senior note due 2022	(a)	$	600,000		$	—		$	(8,264	)	$	591,736		5.25	%
Revolver due 2020	(b)	35,000			—			(2,049		)	32,951			n/a
Convert. debt due 2017	(c)	100,000			(5,594		)	(571		)	93,835			4.00	%
Real estate mortgages	(d)	32,280			—			(470		)	31,810			n/a
ESOP Loans	(e)	36,744			—			(224		)	36,520			n/a
Capital lease - real estate	(f)	7,524			—			(156		)	7,368			5.00	%
Non U.S. lines of credit	(g)	8,934						(3		)	8,931			n/a
Non U.S. term loans	(g)	39,142			—			(299		)	38,843			n/a
Other long term debt	(h)	1,575			—			—			1,575			n/a
Totals		861,199			(5,594		)	(12,036		)	843,569
less: Current portion		(16,593		)	—			—			(16,593		)
Long-term debt		$	844,606		$	(5,594	)	$	(12,036	)	$	826,976



		At September 30, 2014
		Outstanding Balance			Original Issuer Discount			Capitalized Fees & Expenses			Balance Sheet			Coupon Interest Rate
Senior notes due 2022	(a)	$	600,000		$	—		$	(9,553	)	$	590,447		5.25	%
Revolver due 2020	(b)	25,000			—			(2,009		)	22,991			n/a
Convert. debt due 2017	(c)	100,000			(9,584		)	(1,034		)	89,382			4.00	%
Real estate mortgages	(d)	16,388			—			(576		)	15,812			n/a
ESOP Loans	(e)	38,946			—			(262		)	38,684			n/a
Capital lease - real estate	(f)	8,551			—			(181		)	8,370			5.00	%
Non U.S. lines of credit	(g)	3,306			—			—			3,306			n/a
Non U.S. term loans	(g)	28,470			—			(161		)	28,309			n/a
Other long term debt	(h)	1,910			—			(24		)	1,886
Totals		822,571			(9,584		)	(13,800		)	799,187
less: Current portion		(7,886		)	—			—			(7,886		)
Long-term debt		$	814,685		$	(9,584	)	$	(13,800	)	$	791,301

)

On February 27, 2014, in an unregistered offering through a private placement under Rule 144A, Griffon issued, at par, $600,000 of 5.25% Senior Notes due in 2022 (“Senior Notes”); interest is payable semi-annually on March 1 and September 1. Proceeds from the Senior Notes were used to redeem $550,000 of 7.125% senior notes due 2018, to pay a call and tender offer premium of $31,530 and to make interest payments of $16,716, with the balance used to pay a portion of the related transaction fees and expenses. In connection with the issuance of the Senior Notes, all obligations under the $550,000 of 7.125% senior notes due in 2018 were discharged.

The Senior Notes are senior unsecured obligations of Griffon guaranteed by certain domestic subsidiaries, and subject to certain covenants, limitations and restrictions. On June 18, 2014, Griffon exchanged all of the Senior Notes for substantially identical Senior Notes registered under the Securities Act of 1933 via an exchange offer. The fair value of Senior Notes approximated $570,000 on September 30, 2014 based upon quoted market prices (level 1 inputs).

In connection with these transactions, Griffon capitalized $10,313 of underwriting fees and other expenses incurred related to the issuance and exchange of the Senior Notes, which will amortize over the term of such notes. Griffon recognized a loss on the early extinguishment of debt on the 7.125% senior notes aggregating $38,890, comprised of the $31,530 tender offer premium, the write-off of $6,574 of remaining deferred financing fees and $786 of prepaid interest on defeased notes.

(b)

On March 13, 2015, Griffon amended its Revolving Credit Facility (“Credit Agreement”) to increase the credit facility from$225,000 to $250,000, extend its maturity from March 28, 2019 to March 13, 2020, and modify certain other provisions of the facility. The facility includes a letter sub-facility with a limit of $50,000 (decreased from $60,000), and a multi-currency sub-facility of $50,000. The Credit Agreement provides for same day borrowings of base rate loans in lieu of a swing line sub-facility. Borrowings under the Credit Agreement may be repaid and re-borrowed at any time, subject to final maturity of the facility, or the occurrence or event of default under the Credit Agreement. Interest is payable on borrowings at either a LIBOR or base rate benchmark rate, in each case without a floor, plus an applicable margin, which adjusts based on financial performance. Current margins are 1.00% for base rate loans and 2.00% for LIBOR loans. The Credit Agreement has certain financial maintenance tests including a maximum total leverage ratio, a maximum senior secured leverage ratio and a minimum interest coverage ratio, as well as customary affirmative and negative covenants and events of default. The negative covenants place limits on Griffon's ability to, among other things, incur indebtedness, incur liens, and make restricted payments and investments. The Credit Agreement also has a minimum liquidity covenant that requires cash and available borrowings under the Credit Agreement in the aggregate to equal or exceed $100 million during the six month period prior to maturity of the 2017 Notes (which mature on January 15, 2017); such covenant will no longer apply after payment in full of the 2017 Notes. Borrowings under the Credit Agreement are guaranteed by Griffon’s material domestic subsidiaries and are secured, on a first priority basis, by substantially all domestic assets of the Company and the guarantors and a pledge of not greater than 65% of the equity interest in each of Griffon’s material, first-tier foreign subsidiaries (except that a lien on the assets of Griffon’s material domestic subsidiaries securing a limited amount of the debt under the credit agreement relating to Griffon's Employee Stock Ownership Plan ranks pari passu with the lien granted on such assets under the Credit Agreement; see footnote (d) below). At September 30, 2015, outstanding borrowings and standby letters of credit were $35,000 and $16,938, respectively, under the Credit Agreement; $198,062 was available for borrowing at that date.

(c)

On December 21, 2009, Griffon issued $100,000 principal of 4% convertible subordinated notes due 2017 (the “2017 Notes”). The current conversion rate of the 2017 Notes is 69.3811 shares of Griffon’s common stock per $1 principal amount of notes, corresponding to a conversion price of $14.41 per share. Prior to July 15, 2016, if for at least 20 trading days out of the last 30 trading days during any fiscal quarter the closing price of Griffon's common stock is 130% or greater than the conversion price on each such trading day, then at any time during the immediately subsequent fiscal quarter any holder has the option to convert such holder's notes (and the Company is required to notify the trustee under the notes, and the holders of the notes, that this condition to conversion has been met). At any time on or after July 15, 2016, any holder has the option to convert such holder's notes into shares of Griffon common stock. Griffon has the intent and ability to settle the principal component of any conversion of notes in cash. When a cash dividend is declared that would result in an adjustment to the conversion ratio of less than 1%, any adjustment to the conversion ratio is deferred until the first to occur of (i) actual conversion; (ii) the 42nd trading day prior to maturity of the notes; and (iii) such time as the cumulative adjustment equals or exceeds 1%. As of September 30, 2015, aggregate dividends since the last conversion price adjustment of $0.08 per share would have resulted in an adjustment to the conversion ratio of approximately 0.48%. At both September 30, 2015 and 2014, the 2017 Notes had a capital in excess of par component, net of tax, of $15,720. The fair value of the 2017 Notes approximated $118,875 on September 30, 2015 based upon quoted market prices (level 1 inputs). These notes are classified as long term debt as Griffon has the intent and ability to refinance the principal amount of the notes, including with borrowings under the Credit Agreement.

(d)

In September 2015, Griffon entered into a $32,280 mortgage loan secured by four properties occupied by Griffon's subsidiaries, refinancing two existing real estate mortgages and providing new mortgages on two existing real estate properties. The loans mature in September 2025, are collateralized by the specific properties financed and are guaranteed by Griffon. The loans bear interest at a rate of LIBOR plus 1.50%.

(e)

In December 2013, Griffon’s Employee Stock Ownership Plan (“ESOP”) entered into an agreement that refinanced the two existing ESOP loans into one new Term Loan in the amount of $21,098 (the "Agreement"). The Agreement also provided for a Line Note with $10,000 available to purchase shares of Griffon common stock in the open market. In July 2014, Griffon's ESOP entered into an amendment of the existing Agreement which provided an additional $10,000 Line Note available to purchase shares in the open market. During 2014, the Line Notes were combined with the Term Loan to form one new Term Loan. The Term Loan bears interest at LIBOR plus 2.38% or the lender’s prime rate, at Griffon’s option. The Term Loan requires quarterly principal payments of $551, with a balloon payment of approximately $30,137 due at maturity on December 31, 2018. During 2014, 1,591,117 shares of Griffon common stock, for a total of $20,000, or $12.57 per share, were purchased with proceeds from the Line Notes. The Term Loan is secured by shares purchased with the proceeds of the loan and with a lien on a specific amount of Griffon assets (which lien ranks pari passu with the lien granted on such assets under the Credit Agreement) and is guaranteed by Griffon.


(f)	In October 2006, CBP entered into a capital lease totaling $14,290 for real estate in Troy, Ohio. The lease matures in 2022, bears interest at a fixed rate of 5.0%, is secured by a mortgage on the real estate and is guaranteed by Griffon.

(g)

In September 2015, Clopay Europe GMBH (“Clopay Europe”) entered into a EUR 5,000 ($5,599 as of September 30, 2015) revolving credit facility and a EUR 15,000 ($16,795 as of September 30, 2015) term loan. The term loan is payable in twelve quarterly installments of EUR 1,250, bears interest at a fixed rate of 2.5% and matures in September 2018. The revolving facility matures in November 2016, but is renewable upon mutual agreement with the bank. The revolving credit facility accrues interest at EURIBOR plus 1.75% per annum (1.75% at September 30, 2015). The revolver and the term loan are both secured by substantially all of the assets of Clopay Europe and its subsidiaries. Griffon guarantees the revolving facility and term loan. The term loan had an outstanding balance of EUR 15 million and the revolver had no borrowings outstanding at September 30, 2015. Clopay Europe is required to maintain a certain minimum equity to assets ratio and is subject to a maximum debt leverage ratio (defined as the ratio of total debt to EBITDA).

Clopay do Brasil maintains lines of credit of approximately R$12,800 ($3,222 as of September 30, 2015). Interest on borrowings accrues at a rate of Brazilian CDI plus 6.0% (20.13% at September 30, 2015). As of September 30, 2015, there was approximately R$7,652 ($1,926 as of September 30, 2015) borrowed under the lines borrowed under the lines. PPC guarantees the loan and lines.

In November 2012, Garant G.P. (“Garant”) entered into a CAD 15,000 revolving credit facility. The facility accrues interest at LIBOR (USD) or the Bankers Acceptance Rate (CDN) plus 1.3% per annum (1.63% LIBOR USD and 2.03% Bankers Acceptance Rate CDN as of September 30, 2015). The revolving facility matures in October 2016. Garant is required to maintain a certain minimum equity. As of September 30, 2015, there were CAD 7,481($5,606 as of September 30, 2015) borrowed under the revolving credit facility with CAD 6,307 ($4,726 as of September 30, 2015) available for borrowing.

In December 2013 and May 2014, Northcote Holdings Pty Ltd entered into two unsecured term loans in the outstanding amounts of AUD 12,500 and AUD 20,000. The AUD 12,500 term loan requires quarterly interest payments with principal due upon maturity in December 2016. The AUD 20,000 term loan requires quarterly principal payments of AUD 625, with a balloon payment due upon maturity in May 2017. The loans accrue interest at Bank Bill Swap Bid Rate “BBSY” plus 2.8% per annum (4.98% at September 30, 2015 for each loan). As of September 30, 2015, Griffon had an outstanding combined balance of AUD 31,874 ($22,347 as of September 30, 2015) on the term loans, net of issuance costs.

Subsidiaries of Northcote Holdings Pty Ltd also maintain two lines of credit of AUD 3,000 and AUD 5,000 ($2,103 and $3,506, respectively, as of September 30, 2015), which accrue interest at BBSY plus 2.25% per annum (4.43% at September 30, 2015 ) and 2.50% per annum (4.68% at September 30, 2015), respectively. As of September 30, 2015, there was AUD 2,000 ($1,402 as of September 30, 2015) in outstanding borrowings under the lines. Griffon Corporation guarantees the term loans and the AUD 3,000 line of credit; the assets of a subsidiary of Northcote Holdings Pty Ltd secures the AUD 5,000 line of credit.

(h) Ot

Schedule of Interest Expense For Long Term Debt

Interest expense consists of the following for the years ended September 30, 2015, 2014 and 2013.



		Year Ended September 30, 2015
		Effective Interest Rate		Cash Interest			Amort. Debt Discount		Amort. Deferred Cost & Other Fees		Total Interest Expense
Senior notes due 2022	(a)	5.46	%	31,500			—		1,289		32,789
Revolver due 2018	(b)	n/a		2,301			—		520		2,821
Convert. debt due 2017	(c)	9.1	%	4,000			3,989		444		8,433
Real estate mortgages	(d)	3.8	%	468			—		576		1,044
ESOP Loans	(e)	2.9	%	1,025			—		69		1,094
Capital lease - real estate	(f)	5.3	%	405			—		25		430
Non U.S. lines of credit	(g)	n/a		661			—		—		661
Non U.S. term loans	(g)	n/a		1,335			—		57		1,392
Other long term debt	(h)	n/a		166					13		179
Capitalized interest				(670		)					(670		)
Totals				$	41,191		$	3,989	$	2,993	$	48,173



		Year Ended September 30, 2014
		Effective Interest Rate		Cash Interest			Amort. Debt Discount		Amort. Deferred Cost & Other Fees		Total Interest Expense
Senior notes due 2018	(a)	7.4	%	$	15,930		$	—	$	667	$	16,597
Senior notes due 2022	(a)	5.25	%	18,550			—		759		19,309
Revolver due 2018	(b)	n/a		1,094			—		570		1,664
Convert. debt due 2017	(c)	9.1	%	4,000			3,662		443		8,105
Real estate mortgages	(d)	3.9	%	500			—		144		644
ESOP Loans	(e)	2.8	%	747			—		54		801
Capital lease - real estate	(f)	5.3	%	456			—		25		481
Non U.S. lines of credit	(g)	n/a		919			—		27		946
Non U.S. term loan	(g)	n/a		847			—		36		883
Other long term debt	(h)			70			—		40		110
Capitalized interest				(1,093		)	—		—		(1,093		)
Totals				42,020			3,662		2,765		48,447



		Year Ended September 30, 2013
		Effective Interest Rate		Cash Interest			Amort. Debt Discount		Amort. Deferred Cost & Other Fees		Total Interest Expense
Senior notes due 2018	(a)	7.4	%	$	39,188		$	—	$	1,626	$	40,814
Revolver due 2016	(b)	n/a		785			—		582		1,367
Convert. debt due 2017	(c)	9.1	%	4,000			3,361		443		7,804
Real estate mortgages	(d)	4.9	%	538			—		86		624
ESOP Loans	(e)	2.9	%	628			—		8		636
Capital lease - real estate	(f)	5.3	%	504			—		25		529
Non U.S. lines of credit	(g)	n/a		520			—		—		520
Non U.S. term loans	(g)	n/a		216			—		14		230
Other long term debt	(h)			553			—		—		553
Term loan due 2013		3.9	%	271			—		87		358
Revolver due 2013		0.5	%	68			—		—		68
Capitalized interest				(983		)	—		—		(983		)
Totals				$	46,288		$	3,361	$	2,871	$	52,520

Minimum payments under debt agreements for the next five years are as follows: $7,886 in 2016, $33,332 in 2017, $4,531 in 2018, $104,442 in 2019, $57,402 in 2020 and $614,978 thereafter.

(a)

(b)

(c)

(d)

(e)


(f)	In October 2006, CBP entered into a capital lease totaling $14,290 for real estate in Troy, Ohio. The lease matures in 2022, bears interest at a fixed rate of 5.0%, is secured by a mortgage on the real estate and is guaranteed by Griffon.

(g)

(h) Ot