NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT

12 Months Ended

Sep. 30, 2012

Long-term Debt [Text Block]

NOTE 10 — NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT

The present value of the net minimum payments on capitalized leases as of September 30, 2012 is as follows:

	At September 30, 2012
Total minimum lease payments	$	13,586
Less amount representing interest payments		(2,658	)
Present value of net minimum lease payments		10,928
Current portion		(1,076	)
Capitaled lease obligation, less current portion	$	9,852

Minimum payments under current capital leases for the next five years are as follows: $1,605 in 2013, $1,582 in 2014, $1,553 in 2015, $1,513 in 2016 and $1,437 in 2017.

Included in the consolidated balance sheet at September 30, 2012 under property, plant and equipment are costs and accumulated depreciation subject to capitalized leases of $15,342 and $4,414, respectively, and included in other assets are deferred interest charges of $232. Included in the consolidated balance sheet at September 30, 2011 under property, plant and equipment are costs and accumulated depreciation subject to capitalized leases of $15,230 and $3,334, respectively, and included in other assets are deferred interest charges of $257. The capitalized leases carry interest rates from 5% to 10% and mature from 2013 through 2022.

In October 2006, a subsidiary of Griffon entered into a capital lease totaling $14,290 for real estate it occupies in Troy, Ohio. Approximately $10,000 was used to acquire the building and the remaining amount was used for improvements. The lease matures in 2022, bears interest at a fixed rate of 5.1%, is secured by a mortgage on the real estate and is guaranteed by Griffon.

Debt at September 30, 2012 and 2011 consisted of the following:

		At September 30, 2012
		Outstanding Balance			Original Issuer Discount			Balance Sheet			Capitalized Fees & Expenses		Coupon Interest Rate
Senior notes due 2018	(a)	$	550,000		$	—		$	550,000		$	8,862		7.125	%
Revolver due 2016	(a)		—			—			—			2,175		n/a
Convert. debt due 2017	(b)		100,000			(16,607	)		83,393			1,921		4.000	%
Real estate mortgages	(c)		14,063			—			14,063			271		n/a
ESOP Loans	(d)		22,723			—			22,723			32		n/a
Capital lease - real estate	(e)		10,455			—			10,455			232		5.000	%
Convert. debt due 2023	(f)		532			—			532			—		4.000	%
Term loan due 2013	(g)		12,873			—			12,873			107		n/a
Revolver due 2012	(g)		—			—			—			—		n/a
Foreign line of credit	(h)		2,064			—			2,064			—		n/a
Foreign term loan	(h)		2,693			—			2,693			19		n/a
Other long term debt	(k)		814			—			814			—
Totals			716,217			(16,607	)		699,610		$	13,619
less: Current portion			(17,703	)		—			(17,703	)
Long-term debt		$	698,514		$	(16,607	)	$	681,907

		At September 30, 2011
		Outstanding Balance			Original Issuer Discount			Balance Sheet			Capitalized Fees & Expenses		Coupon Interest Rate
Senior notes due 2018	(a)	$	550,000		$	—		$	550,000		$	11,337		7.125	%
Revolver due 2016	(a)		—			—			—			2,937		n/a
Convert. debt due 2017	(b)		100,000			(19,693	)		80,307			2,474		4.000	%
Real estate mortgages	(c)		18,233			—			18,233			379		n/a
ESOP Loans	(d)		24,348			—			24,348			17		n/a
Capital lease - real estate	(e)		11,341			—			11,341			257		5.000	%
Convert. debt due 2023	(f)		532			—			532			—		4.000	%
Term loan due 2013	(g)		24,096			—			24,096			201		n/a
Revolver due 2012	(g)		—			—			—			33		n/a
Foreign line of credit	(h)		3,780			—			3,780			—		n/a
Foreign term loan	(h)		—			—			—			—		n/a
Other long term debt	(k)		774			—			774			—
Totals			733,104			(19,693	)		713,411		$	17,635
less: Current portion			(25,164	)		—			(25,164	)
Long-term debt		$	707,940		$	(19,693	)	$	688,247

Interest expense consists of the following for the years ended September 30, 2012, 2011 and 2010.

		Year Ended September 30, 2012
		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		$	—	$	1,623	$	40,811
Revolver due 2016	(a)		n/a			881			—		622		1,503
Convert. debt due 2017	(b)		9.2	%		4,000			3,086		443		7,529
Real estate mortgages	(c)		4.0	%		575			—		86		661
ESOP Loans	(d)		3.0	%		707			—		6		713
Capital lease - real estate	(e)		5.3	%		551			—		25		576
Convert. debt due 2023	(f)		4.0	%		21			—		—		21
Term loan due 2013	(g)		5.0	%		831			—		87		918
Revolver due 2012	(g)		n/a			102			—		34		136
Foreign line of credit	(h)		14.3	%		228			—		—		228
Foreign term loan	(h)		10.5	%		238			—		11		249
Term loan due 2016	(i)		n/a			—			—		—		—
Asset based loan	(i)		n/a			—			—		—		—
Revolver due 2013	(j)		n/a			—			—		—		—
Other long term debt	(k)					557			—		—		557
Capitalized interest						(1,895	)		—		—		(1,895	)
Totals					$	45,984		$	3,086	$	2,937	$	52,007

		Year Ended September 30, 2011
		Effective Interest Rate			Cash Interest			Amort. Debt Discount		Amort. Deferred Cost & Other Fees		Total Interest Expense
Senior notes due 2018	(a)		7.4	%	$	21,118		$	—	$	881	$	21,999
Revolver due 2016	(a)		n/a			—			—		332		332
Convert. debt due 2017	(b)		9.0	%		3,944			2,832		443		7,219
Real estate mortgages	(c)		5.6	%		761			—		86		847
ESOP Loans	(d)		2.7	%		345			—		67		412
Capital lease - real estate	(e)		5.3	%		602			—		26		628
Convert. debt due 2023	(f)		4.0	%		20			—		—		20
Term loan due 2013	(g)		n/a			338			—		71		409
Revolver due 2012	(g)		n/a			90			—		107		197
Foreign line of credit	(h)		3.0	%		91			—		—		91
Foreign term loan	(h)		n/a			—			—		—		—
Term loan due 2016	(i)		9.5	%		13,405			572		838		14,815
Asset based loan	(i)		6.2	%		1,076			58		341		1,475
Revolver due 2013	(j)		1.2	%		160			—		79		239
Other long term debt	(k)					104			—		—		104
Capitalized interest						(941	)		—		—		(941	)
Totals					$	41,113		$	3,462	$	3,271	$	47,846

		Year Ended September 30, 2010
		Effective Interest Rate			Cash Interest			Amort. Debt Discount		Amort. Deferred Cost & Other Fees		Total Interest Expense
Senior notes due 2018	(a)		n/a		$	—		$	—	$	—	$	—
Revolver due 2016	(a)		n/a			—			—		—		—
Convert. debt due 2017	(b)		9.1	%	$	3,240		$	1,847	$	382	$	5,469
Real estate mortgages	(c)		6.4	%		487			—		18		505
ESOP Loans	(d)		1.6	%		87			—		—		87
Capital lease - real estate	(e)		5.2	%		634			—		25		659
Convert. debt due 2023	(f)		9.4	%		2,021			2,037		155		4,213
Term loan due 2013	(g)		n/a			—			—		—		—
Revolver due 2012	(g)		n/a			—			—		—		—
Foreign line of credit	(h)		n/a			—			—		—		—
Foreign term loan	(h)		n/a			—			—		—		—
Term loan due 2016	(i)		7.8	%		86			—		—		86
Asset based loan	(i)		4.3	%		1,181			—		404		1,585
Revolver due 2013	(j)		2.7	%		575			—		191		766
Other long term debt	(k)					39			—		—		39
Capitalized interest						(1,087	)		—		—		(1,087	)
Totals					$	7,263		$	3,884	$	1,175	$	12,322

Minimum payments under debt agreements for the next five years are as follows: $17,703 in 2013, $9,719 in 2014, $3,073 in 2015, $28,710 in 2016 and $101,169 in 2017.

(a)	On March 17, 2011, in an unregistered offering through a private placement under Rule 144A, Griffon issued, at par, $550,000 of 7.125% Senior Notes due in 2018 (“Senior Notes”); interest is payable semi-annually. On August 9, 2011, Griffon exchanged all of the Senior Notes for substantially identical Senior Notes registered under the Securities Act of 1933 (“Senior Notes”), via an exchange offer.
	The Senior Notes can be redeemed prior to April 1, 2014 at a price of 100% of principal plus a make-whole premium and accrued interest; on or after April 1, 2014, the Senior Notes can be redeemed at a certain price (declining from 105.344% of principal on or after April 1, 2014 to 100% of principal on or after April 1, 2017), plus accrued interest. Proceeds from the Senior Notes were used to pay down the outstanding borrowings under a senior secured term loan facility and two senior secured revolving credit facilities of certain of the Company’s subsidiaries. The Senior Notes are senior unsecured obligations of Griffon guaranteed by certain domestic subsidiaries, and are subject to certain covenants, limitations and restrictions.
	On March 18, 2011, Griffon entered into a five-year $200,000 Revolving Credit Facility (“Credit Agreement”), which included a letter of credit sub-facility with a limit of $50,000, a multi-currency sub-facility of $50,000 and a swingline sub-facility with a limit of $30,000. Borrowings under the Credit Agreement may be repaid and re-borrowed at any time, subject to final maturity of the facility or the occurrence of a default or event of default under the Credit Agreement. Interest is payable on borrowings at either a LIBOR or base rate benchmark rate plus an applicable margin, which adjusts based on financial performance. The margins are 1.75% for base rate loans and 2.75% for LIBOR loans, in each case without a floor. 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 Credit Agreement also includes certain restrictions, such as limitations on the incurrence of indebtedness and liens and the making of restricted payments and investments. Borrowings under the Credit Agreement are guaranteed by certain domestic subsidiaries and are secured, on a first priority basis, by substantially all assets of the Company and the guarantors.
	At September 30, 2012, there were $21,693 of standby letters of credit outstanding under the Credit Agreement; $178,307 was available for borrowing at that date.
(b)	On December 21, 2009, Griffon issued $100,000 principal of 4% convertible subordinated notes due 2017 (the “2017 Notes”). The initial conversion rate of the 2017 Notes was 67.0799 shares of Griffon’s common stock per $1,000 principal amount of notes, corresponding to an initial conversion price of $14.91 per share, a 23% conversion premium over the $12.12 closing price on December 15, 2009. 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, 2012, aggregate dividends of $0.08 per share resulted in a cumulative change in the conversion rate of 0.86%. Griffon used 8.75% as the nonconvertible debt-borrowing rate to discount the 2017 Notes and will amortize the debt discount through January 2017. At issuance, the debt component of the 2017 Notes was $75,437 and debt discount was $24,563. At September 30, 2012 and September 30, 2011, the 2017 Notes had a capital in excess of par component, net of tax, of $15,720.
(c)	On December 20, 2010, Griffon entered into two second lien real estate mortgages to secure new loans totaling $11,834. The loans mature in February 2016, are collateralized by the related properties and are guaranteed by Griffon. The loans bear interest at a rate of LIBOR plus 3% with the option to swap to a fixed rate.

	Griffon has other real estate mortgages, collateralized by real property, which bear interest at 6.3% and mature in 2016. On October 3, 2011, the mortgage at Russia, Ohio was paid in full, on maturity.
(d)	Griffon’s Employee Stock Ownership Plan (“ESOP”) entered into a loan agreement in August 2010 to borrow $20,000 over a one-year period. The proceeds were used to purchase 1,874,737 shares of Griffon common stock in the open market for $19,973. The loan bears interest at a) LIBOR plus 2.5% or b) the lender’s prime rate, at Griffon’s option. In November 2011, Griffon exercised an option to convert the outstanding loan to a five-year term loan; principal is payable in quarterly installments of $250, beginning December 2011, with a balloon payment of $15,223 due at maturity (November 2016). The loan is secured by shares purchased with the proceeds of the loan, and repayment is guaranteed by Griffon. At September 30, 2012, $18,973 was outstanding.
	In addition, the ESOP has a loan agreement, guaranteed by Griffon, which requires quarterly principal payments of $156 and interest through the extended expiration date of December 2013 at which time the $3,125 balance of the loan, and any outstanding interest, will be payable. The primary purpose of this loan was to purchase 547,605 shares of Griffon’s common stock in October 2008. The loan is secured by shares purchased with the proceeds of the loan, and repayment is guaranteed by Griffon. The loan bears interest at rates based upon the prime rate or LIBOR. At September 30, 2012, $3,750 was outstanding.
(e)	In October 2006, CBP entered into a capital lease totaling $14,290 for real estate in Troy, Ohio. The lease matures in 2021, bears interest at a fixed rate of 5.1%, is secured by a mortgage on the real estate and is guaranteed by Griffon.
(f)	At September 30, 2012 and September 30, 2011, Griffon had $532 of 4% convertible subordinated notes due 2023 (the “2023 Notes”) outstanding. Holders of the 2023 Notes may require Griffon to repurchase all or a portion of their 2023 Notes on July 18, 2013 and 2018, if Griffon’s common stock price is below the conversion price of the 2023 Notes, as well as upon a change in control. An adjustment to the conversion rate will be required as the result of payment of a cash dividend only if such adjustment would be greater than 1% (or at such time as the cumulative impact on the conversion rate reaches 1% in the aggregate). As of September 30, 2012, aggregate dividends of $0.08 per share resulted in a cumulative change in the conversion rate of 0.89%. At September 30, 2012 and September 30, 2011, the 2023 Notes had no capital in excess of par value component as substantially all of these notes were put to Griffon at par and settled in July 2010.
(g)	In November 2010, Clopay Europe GMBH (“Clopay Europe”) entered into a €10,000 revolving credit facility and a €20,000 term loan. The facility accrues interest at Euribor plus 2.1% per annum (2.3% at September 30, 2012), and the term loan accrues interest at Euribor plus 2.2% per annum (2.4% at September 30, 2012). The revolving facility matures in November 2012, but is renewable upon mutual agreement with the bank. Subsequent to September 30, 2012 the line was renewed for an additional year to November 2013. In July 2011, the full €20,000 was drawn on the Term Loan, with a portion of the proceeds used to repay borrowings under the revolving credit facility. The term loan is payable in ten equal quarterly installments which began in September 2011, with maturity in December 2013. Under the term loan, Clopay Europe is required to maintain a certain minimum equity to assets ratio and keep leverage below a certain level, defined as the ratio of total debt to EBITDA. At September 30, 2012, there were no borrowings on the revolving credit with €10,000 available for borrowing.
(h)	In February 2012, Clopay do Brazil, a subsidiary of Plastics, borrowed $4,000 at a rate of 104.5% of Brazilian CDI (7.7% at September 30, 2012). The loan was used to refinance existing loans and is collateralized by accounts receivable and a 50% guaranty by Plastics and is to be repaid in four equal, semi-annual installments of principal plus accrued interest beginning in August 2012. Clopay do Brazil also maintains lines of credit of approximately $4,200. Interest on borrowings accrue at a rate of Brazilian CDI plus 6.0% or a fixed rate (13.8% or 10.2%, respectively, at September 30, 2012). At September 30, 2012 there was approximately $2,064 borrowed under the lines.
(i)	In connection with the ATT acquisition, Clopay Ames True Temper Holding Corp. (“Clopay Ames”), a subsidiary of Griffon, entered into a $375,000 secured term Loan (“Term Loan”) and a $125,000 asset based lending agreement (“ABL”).
	On November 30, 2010, Clopay Ames, as required under the Term Loan agreement, entered into an interest rate swap on a notional amount of $200,000 of the Term Loan. The agreement fixed the LIBOR component of the Term Loan interest rate at 2.085% for the notional amount of the swap.
	On March 17, 2011, the Term Loan and swap were terminated, and on March 18, 2011, the ABL was terminated, in connection with the issuance of the Senior Notes and Credit Agreement.
(j)	In March 2008, Telephonics entered into a credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto, pursuant to which the lenders agreed to provide a five-year, revolving credit facility of $100,000 (the “TCA”). The TCA terminated in connection with the Credit Agreement.
(k)	Includes capital leases.

At September 30, 2012, Griffon and its subsidiaries were in compliance with the terms and covenants of its credit and loan agreements.

In 2011, in connection with the termination of the Term Loan, ABL and Telephonics credit agreement, Griffon recorded a $26,164 loss on extinguishment of debt consisting of $21,617 of deferred financing charges and original issuer discounts, a call premium of $3,703 on the Term Loan, and $844 of swap and other breakage costs.

As part of the acquisition of ATT, Griffon acquired interest rate swaps that had fair values totaling $3,845 at September 30, 2010. These swaps were terminated in October 2010 for $4,303, including accrued interest of $458.