LONG-TERM DEBT

6 Months Ended

Mar. 31, 2013

Long-term Debt [Text Block]

NOTE 8 – LONG-TERM DEBT

		At March 31, 2013														At September 30, 2012
		Outstanding Balance			Original Issuer Discount			Balance Sheet			Capitalized Fees & Expenses		Coupon Interest Rate			Outstanding Balance			Original Issuer Discount			Balance Sheet			Capitalized Fees & Expenses		Coupon Interest Rate
Senior notes due 2018	(a)	$	550,000		$	—		$	550,000		$	8,050		7.125	%	$	550,000		$	—		$	550,000		$	8,862		7.125	%
Revolver due 2016	(a)		—			—			—			2,621		n/a			—			—			—			2,175		n/a
Convert. debt due 2017	(b)		100,000			(14,962	)		85,038			1,699		4.000	%		100,000			(16,607	)		83,393			1,921		4.000	%
Real estate mortgages	(c)		13,652			—			13,652			228		n/a			14,063			—			14,063			271		n/a
ESOP Loans	(d)		21,911			—			21,911			28		n/a			22,723			—			22,723			32		n/a
Capital lease - real estate	(e)		9,995			—			9,995			219		5.000	%		10,455			—			10,455			232		5.000	%
Term loan due 2013	(f)		10,252			—			10,252			64		n/a			12,873			—			12,873			107		n/a
Revolver due 2013	(f)		—			—			—			—		n/a			—			—			—			—		n/a
Foreign lines of credit	(g)		4,186			—			4,186			—		n/a			2,064			—			2,064			—		n/a
Foreign term loan	(g)		1,732			—			1,732			12		n/a			2,693			—			2,693			19		n/a
Other long term debt	(h)		1,529			—			1,529			—		n/a			1,346			—			1,346			—
Totals			713,257			(14,962	)		698,295		$	12,921					716,217			(16,607	)		699,610		$	13,619
less: Current portion			(19,522	)		—			(19,522	)							(17,703	)		—			(17,703	)
Long-term debt		$	693,735		$	(14,962	)	$	678,773							$	698,514		$	(16,607	)	$	681,907

		Three Months Ended March 31, 2013													Three Months Ended March 31, 2012
		Effective Interest Rate			Cash Interest			Amort. Debt Discount		Amort. Deferred Cost & Other Fees		Total Interest Expense			Effective Interest Rate			Cash Interest			Amort. Debt Discount		Amort. Deferred Cost & Other Fees		Total Interest Expense
Senior notes due 2018	(a)		7.5	%	$	9,797		$	—	$	405	$	10,202			7.4	%	$	9,797		$	—	$	399	$	10,196
Revolver due 2016	(a)		0.0	%		206			—		157		363			n/a			—			—		156		156
Convert. debt due 2017	(b)		9.3	%		1,000			834		111		1,945			9.2	%		1,000			766		111		1,877
Real estate mortgages	(c)		5.4	%		135			—		22		157			5.6	%		144			—		22		166
ESOP Loans	(d)		2.9	%		158			—		2		160			3.0	%		176			—		1		177
Capital lease - real estate	(e)		5.2	%		125			—		7		132			5.3	%		138			—		6		144
Term loan due 2013	(f)		3.7	%		76			—		23		99			6.0	%		245			—		55		300
Revolver due 2013	(f)		0.5	%		18			—		—		18			n/a			—			—		—		—
Foreign lines of credit	(g)		12.3	%		129			—		—		129			9.1	%		54			—		—		54
Foreign term loan	(g)		9.8	%		57			—		2		59			10.0	%		50			—		—		50
Other long term debt	(h)					136			—		—		136						401			—		—		401
Capitalized interest						(340	)		—		—		(340	)					(516	)		—		—		(516	)
Totals					$	11,497		$	834	$	729	$	13,060					$	11,489		$	766	$	750	$	13,005

		Six Months Ended March 31, 2013													Six Months Ended March 31, 2012
		Effective Interest Rate			Cash Interest			Amort. Debt Discount		Amort. Deferred Cost & Other Fees		Total Interest Expense			Effective Interest Rate			Cash Interest			Amort. Debt Discount		Amort. Deferred Cost & Other Fees		Total Interest Expense
Senior notes due 2018	(a)		7.4	%	$	19,594		$	—	$	811	$	20,405			7.4	%	$	19,594		$	—	$	811	$	20,405
Revolver due 2016	(a)		0.0	%		424			—		313		737			n/a			—			—		309		309
Convert. debt due 2017	(b)		9.2	%		2,000			1,645		222		3,867			9.1	%		2,000			1,510		222		3,732
Real estate mortgages	(c)		5.4	%		274			—		43		317			5.6	%		294			—		43		337
ESOP Loans	(d)		2.9	%		325			—		4		329			3.0	%		355			—		2		357
Capital lease - real estate	(e)		5.3	%		256			—		13		269			5.3	%		280			—		13		293
Term loan due 2013	(f)		3.7	%		174			—		44		218			6.1	%		527			—		77		604
Revolver due 2013	(f)		0.5	%		35			—		—		35			n/a			—			—		—		—
Foreign lines of credit	(g)		11.3	%		225			—		—		225			9.1	%		156			—		—		156
Foreign term loan	(g)		10.2	%		132			—		7		139			10.0	%		50			—		—		50
Other long term debt	(h)					251			—		—		251						758			—		34		792
Capitalized interest						(625	)		—		—		(625	)					(967	)		—		—		(967	)
Totals					$	23,065		$	1,645	$	1,457	$	26,167					$	23,047		$	1,510	$	1,511	$	26,068

(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 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 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 28, 2013, Griffon amended and increased the amount available under its Revolving Credit Facility (“Credit Agreement”) from $200,000 to $225,000 and extended its maturity from March 17, 2016 to March 28, 2018. The facility includes a letter of credit sub-facility with a limit of $60,000, 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, in each case without a floor, plus an applicable margin, which adjusts based on financial performance. The current margins are 1.25% for base rate loans and 2.25% 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 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 Griffon’s material domestic subsidiaries and are secured, on a first priority basis, by substantially all assets of the Company and the guarantors.

At March 31, 2013, there were $22,712 of standby letters of credit outstanding under the Credit Agreement; $202,288 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 current conversion rate of the 2017 Notes is 67.8495 shares of Griffon’s common stock per $1,000 principal amount of notes, corresponding to a conversion price of $14.74 per share. 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 March 31, 2013, aggregate dividends since the last conversion price adjustment of $0.025 per share would have resulted in an adjustment to the conversion ratio of approximately 0.22%. At March 31, 2013 and September 30, 2012, 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.

(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 March 31, 2013, $18,473 was outstanding.

In addition, the ESOP is party to a loan agreement 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. Griffon has the intent and ability to refinance the December 2013 balance, and has classified the balance in Long-Term Debt. 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 March 31, 2013, $3,438 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 5.3%, is secured by a mortgage on the real estate and is guaranteed by Griffon.

(f) 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 2.45% per annum and the term loan accrues interest at EURIBOR plus 2.20% per annum. The revolving facility matures in November 2013, but is renewable upon mutual agreement with the bank. 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.

(g) In February 2012, Clopay do Brazil, a subsidiary of Plastics, borrowed $4,000 at a rate of 104.5% of Brazilian CDI (7.0% at March 31, 2013). The loan was used to refinance existing loans, 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 $4,400. Interest on borrowings accrue at a rate of Brazilian CDI plus 6.0% (13.0%, at March 31, 2013). At March 31, 2013 there was approximately $4,186 borrowed under the lines.

In November 2012, Garant G.P. (“Garant”) entered into a CAD $15,000 revolving credit facility. The facility accrues interest at LIBOR or the Bankers Acceptance Rate plus 1.3% per annum (1.48% and 1.49% as of March 31, 2013). The revolving facility matures in November 2015. Garant is required to maintain a certain minimum equity. At March 31, 2013, there were no borrowings under the revolving credit facility with CAD $15,000 available for borrowing

(h) At March 31, 2013 and September 30, 2012, Griffon had $532 of 4% convertible subordinated notes due 2023 (“2023 Notes”) outstanding. On April 15, 2013, the 2023 Notes were redeemed at par plus accrued interest. Other long term debt also includes capital leases.

At March 31, 2013, Griffon and its subsidiaries were in compliance with the terms and covenants of its credit and loan agreements.