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LONG-TERM DEBT
9 Months Ended
Jun. 30, 2023
Debt Disclosure [Abstract]  
LONG-TERM DEBT LONG-TERM DEBT
 
  At June 30, 2023At September 30, 2022
   Outstanding BalanceOriginal Issuer Premium/(Discount)Capitalized Fees & ExpensesBalance SheetCoupon Interest RateOutstanding BalanceOriginal Issuer Premium/(Discount)Capitalized Fees & ExpensesBalance SheetCoupon Interest Rate
Senior notes due 2028(a)$974,775 $230 (9,425)$965,580 5.75 %$974,775 $266 $(10,939)$964,102 5.75 %
Term Loan B due 2029(b)490,000 (1,016)(7,769)481,215 Variable496,000 (1,144)(8,823)486,033 Variable
Revolver due 2025(b)86,705 — (859)85,846 Variable97,328 — (1,227)96,101 Variable
Finance lease - real estate(c)12,056 — — 12,056 Variable13,091 — — 13,091 Variable
Non US lines of credit(d)— — (7)(7)Variable— — (2)(2)Variable
Non US term loans(d)— — — — Variable12,090 — (27)12,063 Variable
Other long term debt(e)1,783 — (15)1,768 Variable2,276 — (13)2,263 Variable
Totals 1,565,319 (786)(18,075)1,546,458  1,595,560 (878)(21,031)1,573,651  
less: Current portion (10,043)— — (10,043) (12,653)— — (12,653) 
Long-term debt $1,555,276 $(786)$(18,075)$1,536,415  $1,582,907 $(878)$(21,031)$1,560,998  
  Three Months Ended June 30, 2023Three Months Ended June 30, 2022
  Effective Interest RateCash InterestAmort. Debt (Premium)/DiscountAmort. Debt Issuance Costs & Other FeesTotal Interest ExpenseEffective Interest RateCash InterestAmort. Debt
Premium
Amort.
Debt Issuance Costs
& Other Fees
Total Interest Expense
Senior notes due 2028(a)6.0 %$14,013 $(12)$505 $14,506 6.0 %$14,340 $(12)$516 $14,844 
Term Loan B due 2029(b)7.8 %9,208 43 351 9,602 3.9 %7,129 61 485 7,675 
Revolver due 2025(b)Variable905 — 123 1,028 Variable1,056 — 123 1,179 
Finance lease - real estate(c)5.6 %168 — — 168 5.6 %187 — — 187 
Non US lines of credit(d)Variable259 — 12 271 Variable— 
Non US term loans(d)Variable— — — — Variable141 — 150 
Other long term debt(e)Variable104 — — 104 Variable54 — — 54 
Capitalized interest  (38)— — (38) (76)— — (76)
Totals  $24,619 $31 $991 $25,641  $22,835 $49 $1,138 $24,022 
  Nine Months Ended June 30, 2023Nine Months Ended June 30, 2022
  Effective Interest RateCash InterestAmort. Debt
Premium
Amort. Debt Issuance Costs & Other FeesTotal Interest ExpenseEffective Interest RateCash InterestAmort. Debt PremiumAmort. Debt Issuance Costs & Other FeesTotal Interest Expense
Senior notes due 2028(a)6.0 %$42,037 $(36)$1,515 $43,516 6.0 %$43,090 $(36)$1,552 $44,606 
Term Loan B due 2029(b)7.3 %25,753 129 1,054 26,936 3.7 %11,896 91 717 12,704 
Revolver due 2025(b)Variable2,922 — 368 3,290 Variable2,307 — 368 2,675 
Finance lease - real estate(c)5.6 %520 — — 520 5.6 %577 — 581 
Non US lines of credit(d)Variable619 — 37 656 Variable14 — 12 26 
Non US term loans(d)Variable— — — — Variable492 — 44 536 
Other long term debt(e)Variable298 — 299 Variable212 — 213 
Capitalized interest(49)— — (49)(230)— — (230)
Totals$72,100 $93 $2,975 $75,168 $58,358 $55 $2,698 $61,111 
(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 June 30, 2023, 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 $904,104 on June 30, 2023 based upon quoted market prices (level 1 inputs). At June 30, 2023, $9,425 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 spread of 2.25% (7.64% as of June 30, 2023). 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, 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 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 $487,550 on June 30, 2023 based upon quoted market prices (level 1 inputs). At June 30, 2023, $7,769 of underwriting fees and other expenses incurred, remained to be amortized.

At June 30, 2023 the Revolver's maximum borrowing availability was $400,000 with a maturity date of March 22, 2025. The Revolver included a letter of credit sub-facility with a limit of $100,000 and a multi-currency sub-facility with a limit of $200,000. The Revolver and Term Loan B contained a customary accordion feature that permitted us to request, subject to each lender's consent, an incremental amount that can be borrowed by up to the greater of $375,000 and an amount based on the senior secured leverage ratio.

On August 1, 2023, Griffon amended its Credit Agreement. The amendment increased the maximum borrowing availability on the Revolver from $400,000 to $500,000 and extended the maturity date of the Revolver from March 22, 2025 to August 1, 2028. In the event the 2028 Senior Notes are not repaid, refinanced, or replaced prior to December 1, 2027, the Revolver will mature on December 1, 2027. The amendment also modified certain other provisions of the Credit Agreement, including increasing the letter of credit sub-facility from $100,000 to $125,000 and increasing the customary accordion feature from a minimum of $375,000 to a minimum of $500,000. A more detailed description of the amended Credit Agreement can be found in Part II, Item 5 of this Quarterly Report on Form 10-Q.

    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% (6.75% at June 30, 2023), SONIA loans accrue interest at SONIA Base Rate plus a credit adjustment spread and a margin of 1.50% (6.46% at June 30, 2023) and base rate loans accrue interest at prime rate plus a margin of 0.50% (8.75% at June 30, 2023). 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 June 30, 2023, there was $86,705 of outstanding borrowings under the Revolver; outstanding standby letters of credit were $12,802; and $300,493 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 a five-year renewal option. At June 30, 2023, $12,056 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 ($11,334 as of June 30, 2023) 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 (6.57% using CDOR and 6.32% using Bankers Acceptance Rate CDN as of June 30, 2023). 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 June 30, 2023, there were no outstanding borrowings under the revolving credit facility with CAD 15,000 ($11,334 as of June 30, 2023) 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. In March 2023 the existing receivable purchase facility was renewed and increased from AUD 15,000 to AUD 30,000. The receivable purchase facility matures in March 2024, 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 (5.39% at June 30, 2023). At June 30, 2023, there was no balance outstanding under the receivable purchase facility with AUD 30,000 ($19,878 as of June 30, 2023) 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.

On June 30, 2023, The AMES Companies UK Ltd and its subsidiaries (collectively, "AMES UK") paid off and cancelled the GBP 14,000 term loan and GBP 4,000 mortgage loan that were entered into in July 2018 and further amended in January 2022 and that were maturing in July 2023. The payoff amounts were GBP 7,525($9,543) and GBP 2,451($3,108), for the term loan and mortgage loan, respectively.

In July 2018, The AMES UK entered into a GBP 5,000 revolving facility that accrues interest at the Bank of England Base Rate plus 3.25% (8.25% as of June 30, 2023) and expires in July 2023. The revolver had no outstanding balance as of June 30, 2023. The revolver is secured by substantially all the assets of AMES UK and its subsidiaries, and subjects Ames UK 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 June 30, 2023, Griffon and its subsidiaries were in compliance with the terms and covenants of all credit and loan agreements.