XML 69 R65.htm IDEA: XBRL DOCUMENT v2.4.0.6
NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT (Detail)
In Thousands, except Share data, unless otherwise specified
3 Months Ended 12 Months Ended 6 Months Ended 12 Months Ended 3 Months Ended 12 Months Ended 6 Months Ended 12 Months Ended
Mar. 31, 2010
USD ($)
Sep. 30, 2012
USD ($)
Sep. 30, 2011
USD ($)
Sep. 30, 2010
USD ($)
Sep. 30, 2007
USD ($)
Sep. 30, 2011
Multicurrency Subfacility [Member]
Revolver Due 2016 [Member]
USD ($)
Sep. 30, 2011
Subfacility With Limit [Member]
Revolver Due 2016 [Member]
USD ($)
Sep. 30, 2011
Swingline Subfacility [Member]
Revolver Due 2016 [Member]
USD ($)
Sep. 30, 2011
Margin Rate [Member]
Revolver Due 2016 [Member]
Sep. 30, 2011
LIBOR Rate [Member]
Sep. 30, 2010
Interest Rate Swap [Member]
USD ($)
Mar. 31, 2012
Brazilian CDI [Member]
Foreign Term Loan [Member]
Sep. 30, 2012
Brazilian CDI [Member]
Foreign Term Loan [Member]
Sep. 30, 2012
Capital Lease Obligations [Member]
Sep. 30, 2011
Capital Lease Obligations [Member]
Sep. 30, 2010
Capital Lease Obligations [Member]
Sep. 30, 2007
Capital Lease Obligations [Member]
USD ($)
Sep. 30, 2012
Senior Notes [Member]
Sep. 30, 2011
Senior Notes [Member]
USD ($)
Sep. 30, 2010
Senior Notes [Member]
Sep. 30, 2012
Convertible Debt 2017 [Member]
USD ($)
Sep. 30, 2011
Convertible Debt 2017 [Member]
USD ($)
Sep. 30, 2010
Convertible Debt 2017 [Member]
USD ($)
Sep. 30, 2012
Real Estate Mortgages Loan [Member]
Sep. 30, 2011
Real Estate Mortgages Loan [Member]
USD ($)
Sep. 30, 2010
Real Estate Mortgages Loan [Member]
Sep. 30, 2011
Other Real Estate Mortgages Loan [Member]
Sep. 30, 2012
Employee Stock Ownership Plan Loan [Member]
USD ($)
Sep. 30, 2012
Employee Stock Ownership Plan Loan [Member]
USD ($)
Sep. 30, 2011
Employee Stock Ownership Plan Loan [Member]
Sep. 30, 2010
Employee Stock Ownership Plan Loan [Member]
USD ($)
Sep. 30, 2009
Employee Stock Ownership Plan Loan [Member]
Sep. 30, 2012
Convertible Debt 2023 [Member]
USD ($)
Sep. 30, 2011
Convertible Debt 2023 [Member]
Sep. 30, 2010
Convertible Debt 2023 [Member]
Sep. 30, 2012
Revolver Due 2012 [Member]
Sep. 30, 2011
Revolver Due 2012 [Member]
EUR (€)
Sep. 30, 2010
Revolver Due 2012 [Member]
Sep. 30, 2012
Term Loan [Member]
EUR (€)
Sep. 30, 2011
Term Loan [Member]
EUR (€)
Mar. 31, 2012
Foreign Term Loan [Member]
USD ($)
Sep. 30, 2012
Foreign Term Loan [Member]
USD ($)
Sep. 30, 2011
Foreign Term Loan [Member]
Sep. 30, 2010
Foreign Term Loan [Member]
Sep. 30, 2012
Term Loan 2016 [Member]
USD ($)
Sep. 30, 2011
Term Loan 2016 [Member]
Sep. 30, 2010
Term Loan 2016 [Member]
Sep. 30, 2012
Asset Based Loan [Member]
USD ($)
Sep. 30, 2011
Asset Based Loan [Member]
Sep. 30, 2010
Asset Based Loan [Member]
Sep. 30, 2012
Revolver Due 2013 [Member]
Sep. 30, 2011
Revolver Due 2013 [Member]
Sep. 30, 2010
Revolver Due 2013 [Member]
Sep. 30, 2008
Revolver Due 2013 [Member]
USD ($)
Sep. 30, 2011
Revolver Due 2016 [Member]
USD ($)
Sep. 30, 2012
Revolver Due 2016 [Member]
USD ($)
Capital Leases, Future Minimum Payments Due, Next Twelve Months   $ 1,605                                                                                                            
Capital Leases, Future Minimum Payments Due in Two Years   1,582                                                                                                            
Capital Leases, Future Minimum Payments Due in Three Years   1,553                                                                                                            
Capital Leases, Future Minimum Payments Due in Four Years   1,513                                                                                                            
Capital Leases, Future Minimum Payments Due in Five Years   1,437                                                                                                            
Capital Leased Assets, Gross   15,342 15,230                                                                                                          
Capital Leases, Lessee Balance Sheet, Assets by Major Class, Accumulated Depreciation   4,414 3,334                                                                                                          
Deferred Interest Charges   232 257                                                                                                          
Capitalized Leases Interest Rate Minimum   5.00%                                                                                                            
Capitalized Leases Interest Rate Maximum   10.00%                                                                                                            
Proceeds from Issuance of Long-term Debt   4,000 674,251 543,875                         14,290   550,000       100,000   11,834           20,000                   4,000       375,000     125,000                
Payments to Acquire Buildings         10,000                                                                                                      
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate         5.10%                       5.10%                                                                              
Debt Agreements Future Minimum Payments Due, Next Twelve Months   17,703                                                                                                            
Debt Agreements Future Minimum Payments Due In Two Years   9,719                                                                                                            
Debt Agreements Future Minimum Payments Due In Three Years   3,073                                                                                                            
Debt Agreements Future Minimum Payments Due In Four Years   28,710                                                                                                            
Debt Agreements Future Minimum Payments Due In Five Years   101,169                                                                                                            
Debt Instrument Redemption Price Description   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 Lines of Credit           50,000 50,000 30,000                                                                                             200,000  
Line of Credit Facility, Interest Rate During Period                 1.75% 2.75%                                                                                            
Line of Credit Facility, Amount Outstanding                                                                                   2,064                           21,693
Line of Credit Facility, Current Borrowing Capacity                                                                             10,000                                 178,307
Debt Conversion, Converted Instrument, Shares Issued (in Shares)                                             67,079.9               1,874,737,000.0                                                  
Debt Conversion, Converted Instrument, Amount                                             1,000               19,973                                                  
Debt Instrument, Convertible, Conversion Price (in Dollars per share)                                             $ 14.91                                                                  
Debt Instrument Coversion Premium                                             23.00%                                                                  
Closing Price Per Share Of Common Stock (in Dollars per share)                                             $ 12.12                                                                  
Debt Instrument, Convertible, Terms of Conversion Feature                                             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%                   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)                                              
Aggregate Dividends Per Share (in Dollars per share)                                         $ 0.08                       $ 0.08                                              
Debt Instrument Convertible Conversion Rate                                         0.86%                                                                      
Nonconvertible Debt Borrowing Rate To Discount                                             8.75%                                                                  
Debt Component                                             75,437                                                                  
Discount Of Debt Component                                             24,563                                                                  
Capital In Excess Of Par Component Net Of Tax                                         15,720 15,720                                                                    
Debt Instrument, Description of Variable Rate Basis                                                 The loans bear interest at a rate of LIBOR plus 3% with the option to swap to a fixed rate           The loan bears interest at a) LIBOR plus 2.5% or b) the lender's prime rate, at Griffon's option         The facility accrues interest at Euribor plus 2.1% per annum (2.3% at September 30, 2012)     the term loan accrues interest at Euribor plus 2.2% per annum (2.4% at September 30, 2012)                                  
Debt Instrument, Interest Rate During Period                       104.50%   5.30% [1] 5.30% [1] 5.20% [1]   7.40% [2] 7.40% [2]    [2] 9.20% [3] 9.00% [3] 9.10% [3] 4.00% [4] 5.60% [4] 6.40% [4] 6.30%   3.00% [5] 2.70% [5] 1.60% [5]   4.00% [6] 4.00% [6] 9.40% [6]    [7]    [7]    [7]       10.50% [8]    [8]    [8]    [9] 9.50% [9] 7.80% [9]    [9] 6.20% [9] 4.30% [9]    [10] 1.20% [10] 2.70% [10]      
Debt Instrument, Periodic Payment, Principal                                                         250                                                      
Debt Instrument Balloon Payment                                                         15,223                                                      
Secured Debt                                                       18,973 18,973                                                      
Employee Stock Ownership Plan Debt Structure Required Quarterly Principal Payments                                                       156                                                        
Employee Stock Ownership Plan Debt Structure Balance Of Loan For Interest   3,750                                                   3,125 3,125                                                      
Stock Issued During Period, Shares, New Issues (in Shares)                                                               547,605,000                                                
Convertible Subordinated Debt     532                                                           532                                              
Debt Instrument, Interest Rate, Stated Percentage   4.00%                                                             4.00%                                              
Cumulative Change In Debt Conversion Rate                                                                 0.89%                                              
Proceeds from Long-term Lines of Credit                                                                         10,000     20,000                           100,000    
Debt Instrument, Interest Rate at Period End                         7.70% 5.00% [1] 5.00% [1]     7.125% [11] 7.125% [11]   4.00% [12] 4.00% [12]      [13]    [13]        [14]    [14]    [14]     4.00% [15] 4.00% [15]      [7]    [7]            [8]    [8]                          
Percentage Of Guaranty By Plastics                                                                                 50.00%                              
Maintains Maximum Amount Of Line Of Credit                                                                                   4,200                            
Derivative, Notional Amount                                                                                         200,000                      
Derivative, Fixed Interest Rate                                                                                         2.085%                      
Gains (Losses) on Extinguishment of Debt (16,813) 0 (26,164) (1,117)                                                                                                        
Deferred Financing Charges And Original Issuer Discounts     21,617                                                                                                          
Premium On Term Loan     3,703                                                                                                          
Swap And Other Breakage Costs     844                                                                                                          
Derivative Liabilities                     3,845                                                                                          
Interest Rate Swap Terminated     4,303                                                                                                          
Interest Rate Swap Terminated Including Accrued Interest     $ 458                                                                                                          
[1] 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.
[2] 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 includes 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.
[3] 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, based on 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.
[4] 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.
[5] 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.
[6] 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, based on 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.
[7] 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.
[8] 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.
[9] 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.
[10] 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.
[11] 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.
[12] 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.
[13] 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.
[14] 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.
[15] 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.