Cover Page
Cover Page - shares | 9 Months Ended | |
Jun. 30, 2023 | Jul. 31, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 1-06620 | |
Entity Registrant Name | GRIFFON CORPORATION | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 11-1893410 | |
Entity Address, Address Line One | 712 Fifth Ave, 18th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10019 | |
City Area Code | 212 | |
Local Phone Number | 957-5000 | |
Title of 12(b) Security | Common Stock, $0.25 par value | |
Trading Symbol | GFF | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 54,603,921 | |
Current Fiscal Year End Date | --09-30 | |
Amendment Flag | false | |
Entity Central Index Key | 0000050725 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2023 | Sep. 30, 2022 |
CURRENT ASSETS | ||
Cash and equivalents | $ 151,790 | $ 120,184 |
Accounts receivable, net of allowances of $12,516 and $12,137 | 359,398 | 361,653 |
Inventories | 554,958 | 669,193 |
Prepaid and other current assets | 64,108 | 62,453 |
Assets of discontinued operations | 984 | 1,189 |
Total Current Assets | 1,131,238 | 1,214,672 |
PROPERTY, PLANT AND EQUIPMENT, net | 262,623 | 294,561 |
OPERATING LEASE RIGHT-OF-USE ASSETS | 174,187 | 183,398 |
GOODWILL | 327,864 | 335,790 |
INTANGIBLE ASSETS, net | 651,096 | 761,914 |
OTHER ASSETS | 20,066 | 21,553 |
ASSETS OF DISCONTINUED OPERATIONS | 4,141 | 4,586 |
Total Assets | 2,571,215 | 2,816,474 |
CURRENT LIABILITIES | ||
Notes payable and current portion of long-term debt | 10,043 | 12,653 |
Accounts payable | 152,202 | 194,793 |
Accrued liabilities | 183,161 | 171,797 |
Current portion of operating lease liabilities | 29,637 | 31,680 |
Liabilities of discontinued operations | 7,260 | 12,656 |
Total Current Liabilities | 382,303 | 423,579 |
LONG-TERM DEBT, net | 1,536,415 | 1,560,998 |
LONG-TERM OPERATING LEASE LIABILITIES | 154,608 | 159,414 |
OTHER LIABILITIES | 156,533 | 190,651 |
LIABILITIES OF DISCONTINUED OPERATIONS | 5,650 | 4,262 |
Total Liabilities | 2,235,509 | 2,338,904 |
COMMITMENTS AND CONTINGENCIES - See Note 22 | ||
SHAREHOLDERS’ EQUITY | ||
Total Shareholders’ Equity | 335,706 | 477,570 |
Total Liabilities and Shareholders’ Equity | $ 2,571,215 | $ 2,816,474 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2023 | Sep. 30, 2022 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, net allowances | $ 12,516 | $ 12,137 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | COMMON STOCK | CAPITAL IN EXCESS OF PAR VALUE | RETAINED EARNINGS | TREASURY SHARES | ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | DEFERRED COMPENSATION |
Beginning balance (in shares) at Sep. 30, 2021 | 84,375,000 | ||||||
Beginning balance (in shares) at Sep. 30, 2021 | 27,762,000 | ||||||
Balance at Sep. 30, 2021 | $ 807,158 | $ 21,094 | $ 602,181 | $ 669,998 | $ (416,850) | $ (45,977) | $ (23,288) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 19,298 | 19,298 | |||||
Dividend | (4,739) | (4,739) | |||||
Shares withheld on employee taxes on vested equity awards (in shares) | 422,000 | ||||||
Shares withheld on employee taxes on vested equity awards | (10,886) | $ (10,886) | |||||
Amortization of deferred compensation | 591 | 591 | |||||
Equity awards granted, net (in shares) | 113,000 | 0 | |||||
Equity awards granted, net | $ 28 | (28) | |||||
ESOP allocation of common stock | 848 | 848 | |||||
Stock-based compensation | 2,866 | 2,866 | |||||
Other comprehensive income, net of tax | (2,751) | (2,751) | |||||
Ending balance (in shares) at Dec. 31, 2021 | 84,488,000 | ||||||
Ending balance (in shares) at Dec. 31, 2021 | 28,184,000 | ||||||
Balance at Dec. 31, 2021 | 812,385 | $ 21,122 | 605,867 | 684,557 | $ (427,736) | (48,728) | (22,697) |
Beginning balance (in shares) at Sep. 30, 2021 | 84,375,000 | ||||||
Beginning balance (in shares) at Sep. 30, 2021 | 27,762,000 | ||||||
Balance at Sep. 30, 2021 | 807,158 | $ 21,094 | 602,181 | 669,998 | $ (416,850) | (45,977) | (23,288) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 225,274 | ||||||
Other comprehensive income, net of tax | (11,979) | ||||||
Ending balance (in shares) at Jun. 30, 2022 | 84,746,000 | ||||||
Ending balance (in shares) at Jun. 30, 2022 | 27,682,000 | ||||||
Balance at Jun. 30, 2022 | 906,315 | $ 21,187 | 609,027 | 775,694 | $ (420,122) | (57,956) | (21,515) |
Beginning balance (in shares) at Dec. 31, 2021 | 84,488,000 | ||||||
Beginning balance (in shares) at Dec. 31, 2021 | 28,184,000 | ||||||
Balance at Dec. 31, 2021 | 812,385 | $ 21,122 | 605,867 | 684,557 | $ (427,736) | (48,728) | (22,697) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 65,689 | 65,689 | |||||
Dividend | (5,352) | (5,352) | |||||
Amortization of deferred compensation | 591 | 591 | |||||
Equity awards granted, net (in shares) | 258,000 | (470,000) | |||||
Equity awards granted, net | $ 65 | (7,195) | $ 7,130 | ||||
ESOP allocation of common stock | 638 | 638 | |||||
Stock-based compensation | 4,314 | 4,314 | |||||
Other comprehensive income, net of tax | 4,949 | 4,949 | |||||
Ending balance (in shares) at Mar. 31, 2022 | 84,746,000 | ||||||
Ending balance (in shares) at Mar. 31, 2022 | 27,714,000 | ||||||
Balance at Mar. 31, 2022 | 883,214 | $ 21,187 | 603,624 | 744,894 | $ (420,606) | (43,779) | (22,106) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 140,287 | 140,287 | |||||
Dividend | (109,487) | (109,487) | |||||
Amortization of deferred compensation | 591 | 591 | |||||
Equity awards granted, net (in shares) | 0 | (32,000) | |||||
Equity awards granted, net | $ 0 | (484) | $ 484 | ||||
ESOP allocation of common stock | 757 | 757 | |||||
Stock-based compensation | 5,130 | 5,130 | |||||
Other comprehensive income, net of tax | (14,177) | (14,177) | |||||
Ending balance (in shares) at Jun. 30, 2022 | 84,746,000 | ||||||
Ending balance (in shares) at Jun. 30, 2022 | 27,682,000 | ||||||
Balance at Jun. 30, 2022 | 906,315 | $ 21,187 | 609,027 | 775,694 | $ (420,122) | (57,956) | (21,515) |
Beginning balance (in shares) at Sep. 30, 2022 | 84,746,000 | ||||||
Beginning balance (in shares) at Sep. 30, 2022 | 27,682,000 | ||||||
Balance at Sep. 30, 2022 | 477,570 | $ 21,187 | 627,982 | 344,060 | $ (420,116) | (82,738) | (12,805) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 48,702 | 48,702 | |||||
Dividend | (6,145) | (6,145) | |||||
Shares withheld on employee taxes on vested equity awards (in shares) | 345,000 | ||||||
Shares withheld on employee taxes on vested equity awards | (12,734) | $ (12,734) | |||||
Amortization of deferred compensation | 571 | 571 | |||||
Equity awards granted, net (in shares) | 0 | (467,000) | |||||
Equity awards granted, net | $ 0 | (7,082) | $ 7,082 | ||||
ESOP allocation of common stock | 1,127 | 1,127 | |||||
Stock-based compensation | 5,538 | 5,538 | |||||
Other comprehensive income, net of tax | 12,219 | 12,219 | |||||
Ending balance (in shares) at Dec. 31, 2022 | 84,746,000 | ||||||
Ending balance (in shares) at Dec. 31, 2022 | 27,560,000 | ||||||
Balance at Dec. 31, 2022 | 526,848 | $ 21,187 | 627,565 | 386,617 | $ (425,768) | (70,519) | (12,234) |
Beginning balance (in shares) at Sep. 30, 2022 | 84,746,000 | ||||||
Beginning balance (in shares) at Sep. 30, 2022 | 27,682,000 | ||||||
Balance at Sep. 30, 2022 | 477,570 | $ 21,187 | 627,982 | 344,060 | $ (420,116) | (82,738) | (12,805) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 35,652 | ||||||
Other comprehensive income, net of tax | 15,147 | ||||||
Ending balance (in shares) at Jun. 30, 2023 | 84,746,000 | ||||||
Ending balance (in shares) at Jun. 30, 2023 | 30,083,000 | ||||||
Balance at Jun. 30, 2023 | 335,706 | $ 21,187 | 652,166 | 246,392 | $ (511,414) | (67,591) | (5,034) |
Beginning balance (in shares) at Dec. 31, 2022 | 84,746,000 | ||||||
Beginning balance (in shares) at Dec. 31, 2022 | 27,560,000 | ||||||
Balance at Dec. 31, 2022 | 526,848 | $ 21,187 | 627,565 | 386,617 | $ (425,768) | (70,519) | (12,234) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | (62,255) | (62,255) | |||||
Dividend | (5,714) | (5,714) | |||||
Shares withheld on employee taxes on vested equity awards (in shares) | 21,000 | ||||||
Shares withheld on employee taxes on vested equity awards | (254) | $ (254) | |||||
Amortization of deferred compensation | 570 | 570 | |||||
Equity awards granted, net (in shares) | 0 | (40,000) | |||||
Equity awards granted, net | $ 0 | (617) | $ 617 | ||||
ESOP allocation of common stock | 1,207 | 1,207 | |||||
Stock-based compensation | 5,296 | 5,296 | |||||
Other comprehensive income, net of tax | 2,613 | 2,613 | |||||
Ending balance (in shares) at Mar. 31, 2023 | 84,746,000 | ||||||
Ending balance (in shares) at Mar. 31, 2023 | 27,541,000 | ||||||
Balance at Mar. 31, 2023 | 468,311 | $ 21,187 | 633,451 | 318,648 | $ (425,405) | (67,906) | (11,664) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 49,205 | 49,205 | |||||
Dividend | (121,461) | (121,461) | |||||
Amortization of deferred compensation | 6,630 | 6,630 | |||||
Common stock acquired (in shares) | 2,542,000 | ||||||
Common stock acquired | (86,009) | $ (86,009) | |||||
ESOP allocation of common stock | 13,609 | 13,609 | |||||
Stock-based compensation | 5,106 | 5,106 | |||||
Other comprehensive income, net of tax | 315 | 315 | |||||
Ending balance (in shares) at Jun. 30, 2023 | 84,746,000 | ||||||
Ending balance (in shares) at Jun. 30, 2023 | 30,083,000 | ||||||
Balance at Jun. 30, 2023 | $ 335,706 | $ 21,187 | $ 652,166 | $ 246,392 | $ (511,414) | $ (67,591) | $ (5,034) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 683,430 | $ 768,179 | $ 2,043,798 | $ 2,139,545 |
Cost of goods and services | 408,806 | 507,578 | 1,340,857 | 1,452,459 |
Gross profit | 274,624 | 260,601 | 702,941 | 687,086 |
Selling, general and administrative expenses | 172,439 | 157,387 | 485,460 | 442,577 |
Intangible asset impairment | 0 | 0 | 100,000 | 0 |
Total operating expenses | 172,439 | 157,387 | 585,460 | 442,577 |
Income from operations | 102,185 | 103,214 | 117,481 | 244,509 |
Other income (expense) | ||||
Interest expense | (25,641) | (24,022) | (75,168) | (61,111) |
Interest income | 434 | 61 | 774 | 126 |
Gain on sale of building | 0 | 0 | 10,852 | 0 |
Debt extinguishment, net | 0 | (5,287) | 0 | (5,287) |
Other, net | 1,475 | 2,084 | 2,375 | 4,528 |
Total other expense, net | (23,732) | (27,164) | (61,167) | (61,744) |
Income before taxes from continuing operations | 78,453 | 76,050 | 56,314 | 182,765 |
Provision for income taxes | 29,248 | 23,268 | 20,662 | 55,119 |
Income from continuing operations | 49,205 | 52,782 | 35,652 | 127,646 |
Discontinued operations: | ||||
Income from operations of discontinued operations | 0 | 113,457 | 0 | 117,777 |
Provision for income taxes | 0 | 25,952 | 0 | 20,149 |
Income from discontinued operations | 0 | 87,505 | 0 | 97,628 |
Net income | $ 49,205 | $ 140,287 | $ 35,652 | $ 225,274 |
Basic earnings per common share: | ||||
Income from continuing operations (in dollars per share) | $ 0.94 | $ 1.02 | $ 0.68 | $ 2.48 |
Income from discontinued operations (in dollars per share) | 0 | 1.69 | 0 | 1.89 |
Basic earnings per common share (in dollars per share) | $ 0.94 | $ 2.71 | $ 0.68 | $ 4.37 |
Basic weighted-average shares outstanding (in shares) | 52,304 | 51,734 | 52,640 | 51,527 |
Diluted earnings per common share: | ||||
Income from continuing operations (in dollars per share) | $ 0.90 | $ 0.98 | $ 0.65 | $ 2.38 |
Income from discontinued operations (in dollars per share) | 0 | 1.62 | 0 | 1.82 |
Diluted earnings per common share (in dollars per share) | $ 0.90 | $ 2.60 | $ 0.65 | $ 4.19 |
Diluted weighted-average shares outstanding (in shares) | 54,602 | 53,914 | 55,087 | 53,704 |
Dividends paid per common share (in dollars per share) | $ 2.125 | $ 0.09 | $ 2.325 | $ 0.27 |
Other comprehensive income (loss), net of taxes: | ||||
Foreign currency translation adjustments | $ 2,309 | $ (17,823) | $ 14,580 | $ (14,093) |
Pension and other post retirement plans | 747 | 1,196 | 2,355 | 2,004 |
Change in cash flow hedges | (2,741) | 2,450 | (1,788) | 110 |
Total other comprehensive income (loss), net of taxes | 315 | (14,177) | 15,147 | (11,979) |
Comprehensive income, net | $ 49,520 | $ 126,110 | $ 50,799 | $ 213,295 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 35,652 | $ 225,274 |
Net income from discontinued operations | 0 | (97,628) |
Adjustments to reconcile net income to net cash provided by (used in) operating activities of continuing operations: | ||
Depreciation and amortization | 50,036 | 47,021 |
Stock-based compensation | 28,587 | 15,978 |
Intangible asset impairment | 100,000 | 0 |
Asset impairment charges - restructuring | 59,118 | 2,494 |
Provision for losses on accounts receivable | 689 | 1,008 |
Amortization of debt discounts and issuance costs | 3,068 | 2,753 |
Debt extinguishment, net | 0 | 5,287 |
Fair value step-up of acquired inventory sold | 0 | 5,401 |
Deferred income tax provision (benefit) | (25,744) | 1,465 |
Gain on sale of assets and investments | (10,852) | (303) |
Change in assets and liabilities, net of assets and liabilities acquired: | ||
(Increase) decrease in accounts receivable | 6,236 | (81,825) |
(Increase) decrease in inventories | 84,190 | (135,473) |
(Increase) decrease in prepaid and other assets | 1,887 | (13,388) |
Decrease in accounts payable, accrued liabilities, income taxes payable and operating lease liabilities | (36,945) | (44,864) |
Other changes, net | 13,081 | 1,799 |
Net cash provided by (used in) operating activities - continuing operations | 309,003 | (65,001) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisition of property, plant and equipment | (20,183) | (33,516) |
Acquired businesses, net of cash acquired | 0 | (851,464) |
Proceeds (payments) from sale of business, net | (2,568) | 295,712 |
Proceeds from investments | 0 | 14,923 |
Proceeds from the sale of property, plant and equipment | 11,840 | 89 |
Net cash used in investing activities - continuing operations | (10,911) | (574,256) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Dividends paid | (127,372) | (14,906) |
Purchase of shares for treasury | (98,350) | (10,886) |
Proceeds from long-term debt | 102,558 | 984,314 |
Payments of long-term debt | (139,244) | (427,883) |
Financing costs | 0 | (17,065) |
Other, net | (152) | 188 |
Net cash provided by ( used in) financing activities - continuing operations | (262,560) | 513,762 |
CASH FLOWS FROM DISCONTINUED OPERATIONS: | ||
Net cash provided by (used in) operating activities | (2,799) | 26,889 |
Net cash used in investing activities | 0 | (2,627) |
Net cash provided by (used in) discontinued operations | (2,799) | 24,262 |
Effect of exchange rate changes on cash and equivalents | (1,127) | (2,733) |
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS | 31,606 | (103,966) |
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD | 120,184 | 248,653 |
CASH AND EQUIVALENTS AT END OF PERIOD | $ 151,790 | $ 144,687 |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 9 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION About Griffon Corporation Griffon Corporation (the “Company”, “Griffon”, "we" or "us") is a diversified management and holding company that conducts business through wholly-owned subsidiaries. Griffon oversees the operations of its subsidiaries, allocates resources among them and manages their capital structures. Griffon provides direction and assistance to its subsidiaries in connection with acquisition and growth opportunities as well as in connection with divestitures. In order to further diversify, Griffon also seeks out, evaluates and, when appropriate, will acquire additional businesses that offer potentially attractive returns on capital. The Company was founded in 1959, is a Delaware corporation headquartered in New York, N.Y. and is listed on the New York Stock Exchange (NYSE:GFF). On August 1, 2023, Griffon amended its credit agreement to increase the total amount available for borrowing under its revolving credit facility from $400,000 to $500,000, extend the maturity date of the revolving credit facility from March 22, 2025 to August 1, 2028 and modify certain other provisions of the facility (the "Credit Agreement"). See Note 10, Long-Term Debt for further details. On June 27, 2022, we completed the sale of our Defense Electronics segment which consisted of our Telephonics subsidiary for $330,000 in cash, excluding customary post-closing adjustments. As a result, the results of operations of our Telephonics business is classified as a discontinued operation in the Consolidated Statements of Operations for all periods presented and the related assets and liabilities have been classified as assets and liabilities of discontinued operations in the consolidated balance sheets. Accordingly, all references made to results and information in this Quarterly Report on Form 10-Q are to Griffon's continuing operations, unless noted otherwise. On May 16, 2022, Griffon announced that its Board of Directors initiated a process to review a comprehensive range of strategic alternatives to maximize shareholder value including a sale, merger, divestiture, recapitalization or other strategic transaction, and on April 20, 2023, Griffon announced that its Board of Directors, after extensive evaluation and deliberation, determined that the ongoing execution of the Company’s strategic plan was the best way to maximize value for shareholders and unanimously decided to conclude its review. On January 24, 2022, Griffon acquired Hunter Fan Company (“Hunter”), a market leader in residential ceiling, commercial, and industrial fans, from MidOcean Partners (“MidOcean”) for a contractual purchase price of approximately $845,000. Hunter, which is part of Griffon's Consumer and Professional Products segment, complements and diversifies our portfolio of leading consumer brands and products. We financed the acquisition of Hunter with a new $800,000 seven year Term Loan B facility; we used a combination of cash on hand and revolving credit facility borrowings to fund the balance of the purchase price and related acquisition and debt expenditures. Griffon conducts its operations through two reportable segments: • Home and Building Products ("HBP") conducts its operations through Clopay Corporation ("Clopay"). Founded in 1964, Clopay is the largest manufacturer and marketer of garage doors and rolling steel doors in North America. Residential and commercial sectional garage doors are sold through professional dealers and leading home center retail chains throughout North America under the brands Clopay, Ideal, and Holmes. Rolling steel door and grille products designed for commercial, industrial, institutional, and retail use are sold under the Cornell and Cookson brands. • Consumer and Professional Products (“CPP”) is a leading North American manufacturer and a global provider of branded consumer and professional tools; residential, industrial and commercial fans; home storage and organization products; and products that enhance indoor and outdoor lifestyles. CPP sells products globally through a portfolio of leading brands including AMES, since 1774, Hunter, since 1886, True Temper, and ClosetMaid. Update on COVID-19 on our Business On May 11, 2023, the U.S. Department of Health and Human Services declared the end of the Public Health Emergency for COVID-19; however, the effects of COVID-19 continue to linger throughout the global economy and our businesses. Though the severity of COVID-19 has subsided, new variants could interrupt business, cause renewed labor and supply chain disruptions, and negatively impact the global and US economy, which could materially and adversely impact our businesses. See Part 1, Item 1A, “Risk Factors” of our Form 10-K filed on November 18, 2022. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information, and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these financial statements do not include all the information and footnotes required by US GAAP for complete financial statements. As such, they should be read together with Griffon’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022, which provides a more complete explanation of Griffon’s accounting policies, financial position, operating results, business, properties and other matters. In the opinion of management, these financial statements reflect all adjustments considered necessary for a fair statement of interim results. Griffon’s businesses, in particular its CPP operations, are seasonal; for this and other reasons, the financial results of the Company for any interim period are not necessarily indicative of the results for the full year. The condensed consolidated balance sheet information at September 30, 2022 was derived from the audited financial statements included in Griffon’s Annual Report on Form 10-K for the year ended September 30, 2022. The condensed consolidated financial statements include the accounts of Griffon and all subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. These estimates may be adjusted due to changes in economic, industry or customer financial conditions, as well as changes in technology or demand. Significant estimates include expected loss allowances for credit losses and returns, net realizable value of inventories, restructuring reserves, valuation of goodwill and intangible assets, assumptions associated with pension benefit obligations and income or expenses, useful lives associated with depreciation and amortization of intangible and fixed assets, warranty reserves, sales incentive accruals, assumption associated with stock based compensation valuation, income taxes and tax valuation reserves, environmental reserves, legal reserves, insurance reserves, the valuation of assets and liabilities of discontinued operations, assumptions associated with valuation of acquired assets and assumed liabilities of acquired companies and the accompanying disclosures. These estimates are based on management’s best knowledge of current events and actions Griffon may undertake in the future. Actual results may ultimately differ from these estimates. Certain amounts in the prior year have been reclassified to conform to current year presentation. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The carrying values of cash and equivalents, accounts receivable, accounts and notes payable, and revolving credit and variable interest rate debt approximate fair value due to either the short-term nature of such instruments or the fact that the interest rate of the revolving credit and variable rate debt is based upon current market rates. Applicable accounting guidance establishes a fair value hierarchy requiring the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the hierarchy is based on the lowest level of input that is significant to the fair value measurement. The accounting guidance establishes three levels of inputs that may be used to measure fair value, as follows: • Level 1 inputs are measured and recorded at fair value based upon quoted prices in active markets for identical assets. • Level 2 inputs include inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of assets or liabilities. • Level 3 inputs are unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. On June 30, 2023, the fair values of Griffon’s 2028 senior notes and Term Loan B facility approximated $904,104 and $487,550, respectively. Fair values were based upon quoted market prices (level 1 inputs). Insurance contracts with values of $3,697 at June 30, 2023 are measured and recorded at fair value based upon quoted prices in active markets for similar assets (level 2 inputs) and are included in Prepaid and other current assets on the Consolidated Balance Sheets. Items Measured at Fair Value on a Recurring Basis In the normal course of business, Griffon’s operations are exposed to the effects of changes in foreign currency exchange rates. To manage these risks, Griffon may enter into various derivative contracts such as foreign currency exchange contracts, including forwards and options. As of June 30, 2023, Griffon entered into several such contracts in order to lock into a foreign currency rate for planned settlements of trade liabilities payable in U.S. dollars. At June 30, 2023, Griffon had $18,000 of Australian dollar contracts at a weighted average rate of $1.45 which qualified for hedge accounting (level 2 inputs). These hedges were all deemed effective as cash flow hedges with gains and losses related to changes in fair value deferred and recorded in Accumulated other comprehensive income (loss) ("AOCI") and Prepaid and other current assets, or Accrued liabilities, until settlement. Upon settlement, gains and losses are recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss) in Cost of goods and services ("COGS"). AOCI included deferred gains of $757 ($530, net of tax) at June 30, 2023. Upon settlement, gains of $882 and $3,298 were recorded in COGS during the three and nine months ended June 30, 2023, respectively. All contracts expire in 30 to 89 days. At June 30, 2023, Griffon had $55,500 of Chinese Yuan contracts at a weighted average rate of $6.95 which qualified for hedge accounting (level 2 inputs). These hedges were all deemed effective as cash flow hedges with gains and losses related to changes in fair value deferred and recorded in AOCI and Prepaid and other current assets, or Accrued liabilities, until settlement. Upon settlement, gains and losses are recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss) in Cost of goods and services ("COGS"). AOCI included deferred losses of $1,672 ($1,220, net of tax) at June 30, 2023. Upon settlement, losses of $241 and $1,644 were recorded in COGS during the three and nine months ended June 30, 2023, respectively. All contracts expire in 5 to 392 days. |
REVENUE
REVENUE | 9 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE The Company recognizes revenue when performance obligations identified under the terms of contracts with its customers are satisfied. A performance obligation is a promise in a contract to transfer a distinct good or service, or a bundle of goods or services, to the customer, and is the unit of accounting. A contract with a customer is an agreement which both parties have approved, that creates enforceable rights and obligations, has commercial substance and with respect to which payment terms are identified and collectability is probable. Once the Company has entered into a contract or purchase order, it is evaluated to identify performance obligations. For each performance obligation, revenue is recognized when control of the promised products is transferred to the customer, or services are satisfied under the contract or purchase order, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products or services (the transaction price). The Company’s performance obligations are recognized at a point in time related to the manufacture and sale of a broad range of products and components, and revenue is recognized when title, and risk and rewards of ownership, have transferred to the customer, which is generally upon shipment. For a complete explanation of Griffon’s revenue accounting policies, this note should be read in conjunction with Griffon’s Annual Report on Form 10-K for the year ended September 30, 2022. See Note 13 - Business Segments for revenue from contracts with customers disaggregated by end markets, segments and geographic location. |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | ACQUISITIONS Griffon continually evaluates potential acquisitions that strategically fit within its portfolio or expand its portfolio into new product lines or adjacent markets. Griffon has completed a number of acquisitions that have been accounted for as business combinations, in which assets acquired and liabilities assumed are recorded at fair value as of the date of acquisition and have resulted in the recognition of goodwill. The operating results of the business acquisitions are included in Griffon’s consolidated financial statements from the date of acquisition. On January 24, 2022, Griffon acquired Hunter, a market leader in residential ceiling, commercial, and industrial fans, from MidOcean for a contractual purchase price of $845,000. The acquisition was primarily financed with a new $800,000 seven year Term Loan B facility; we used a combination of cash on hand and revolver borrowings to fund the balance of the purchase price and related acquisition and debt expenditures. Hunter complements and diversifies Griffon's portfolio of leading consumer brands and products. For the nine months ended June 30, 2023, Hunter's revenue and Segment adjusted EBITDA was $218,105 and $41,746, respectively. Based on the final purchase price allocation, the goodwill recognized was $250,711, which was assigned to the CPP segment, and is not deductible for income tax purposes. The following unaudited proforma summary from continuing operations for the nine month period presents consolidated information as if the Company acquired Hunter on October 1, 2021: Proforma For the Nine Months Ended June 30, 2022 (unaudited) Revenue $ 2,230,056 Income from continuing operations 127,299 Griffon did not include any material, nonrecurring proforma adjustments directly attributable to the business combination in the proforma revenue and earnings. These proforma amounts have been compiled by adding the historical results from continuing operations of Griffon, restated for classifying the results of operations of the Telephonics business as a discontinued operation, to the historical results of Hunter after applying Griffon’s accounting policies and the following proforma adjustments: • Depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant, and equipment, and intangible assets had been applied from October 1, 2021. • Additional interest and related expenses from the new $800,000 seven year Term Loan B facility that Griffon used to acquire Hunter Fan reduced by historical Hunter interest expense. • The tax effects on the above adjustments using the statutory tax rate of 25.7% for Griffon and 27.1% for Hunter. The calculation of the final purchase price allocation is as follows: Accounts receivable (1) $ 64,602 Inventories (2) 110,299 Other current assets 7,940 Property, plant and equipment 15,007 Operating lease right-of-use assets 12,447 Goodwill 250,711 Intangible assets 616,000 Total assets acquired $ 1,077,006 Accounts payable and accrued liabilities $ 70,039 Current portion of operating lease liabilities 3,323 Deferred tax liability (3) 139,219 Long-term operating lease liabilities 9,123 Other long-term liabilities 3,848 Total liabilities assumed $ 225,552 Total net assets acquired $ 851,454 (1) Includes $67,201 of gross accounts receivable of which $2,599 was not expected to be collected. The fair value of accounts receivable approximated book value acquired. (2) Includes $113,287 of gross inventory of which $2,988 was reserved for obsolete items. (3) Deferred tax liability recorded on primarily intangibles assets. The amounts assigned to goodwill and major intangible asset classifications for the Hunter acquisition are as follows: Average Life (Years) Goodwill $ 250,711 N/A Indefinite-lived intangibles (Hunter and Casablanca brands) 356,000 N/A Definite-lived intangibles (Customer relationships) 260,000 20 Total goodwill and intangible assets $ 866,711 |
INVENTORIES
INVENTORIES | 9 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories are stated at the lower of cost (first-in, first-out or average cost) or net realizable value. The following table details the components of inventory: At June 30, 2023 At September 30, 2022 Raw materials and supplies $ 160,071 $ 173,520 Work in process 34,572 50,963 Finished goods 360,315 444,710 Total $ 554,958 $ 669,193 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 9 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | PROPERTY, PLANT AND EQUIPMENT The following table details the components of property, plant and equipment, net: At June 30, 2023 At September 30, 2022 Land, building and building improvements $ 159,689 $ 159,693 Machinery and equipment 439,989 511,779 Leasehold improvements 36,290 35,489 635,968 706,961 Accumulated depreciation and amortization (373,345) (412,400) Total $ 262,623 $ 294,561 Depreciation and amortization expense for property, plant and equipment was $10,000 and $12,173 for the quarters ended June 30, 2023 and 2022, respectively, and $33,090 and $34,650 for the nine months ended June 30, 2023 and 2022, respectively. Depreciation included in Selling, general and administrative ("SG&A") expenses was $4,404 and $4,578 for the quarters ended June 30, 2023 and 2022, respectively, and $13,289 and $12,234 for the nine months ended June 30, 2023 and 2022, respectively. Remaining components of depreciation, attributable to manufacturing operations, are included in Cost of goods and services. |
CREDIT LOSSES
CREDIT LOSSES | 9 Months Ended |
Jun. 30, 2023 | |
Credit Loss [Abstract] | |
CREDIT LOSSES | CREDIT LOSSES The Company is exposed to credit losses primarily through sales of products and services. Trade receivables are recorded at their stated amount, less allowances for discounts, credit losses and returns. The Company’s expected loss allowance methodology for trade receivables is primarily based on the aging method of the accounts receivables balances and the financial condition of its customers. The allowances represent estimated uncollectible receivables associated with potential customer defaults on contractual obligations (usually due to customers’ potential insolvency), discounts related to early payment of accounts receivables by customers and estimates for returns. The allowance for credit losses includes amounts for certain customers in which a risk of default has been specifically identified, as well as an amount for customer defaults, based on a formula, when it is determined the risk of some default is probable and estimable, but cannot yet be associated with specific customers. Allowance for discounts and returns are recorded as a reduction of revenue and the provision related to the allowance for credit losses is recorded in SG&A expenses. The Company also considers current and expected future economic and market conditions when determining any estimate of credit losses. Generally, estimates used to determine the allowance are based on assessment of anticipated payment and all other historical, current and future information that is reasonably available. All accounts receivable amounts are expected to be collected in less than one year. Based on a review of the Company's policies and procedures across all segments, including the aging of its trade receivables, recent write-off history and other factors related to future macroeconomic conditions, Griffon determined that its method to determine credit losses and the amount of its allowances for bad debts is in accordance with the accounting guidance for credit losses on financial instruments, including trade receivables, in all material respects. The following table provides a roll-forward of the allowance for credit losses that is deducted from the amortized cost basis of accounts receivable to present the net amount expected to be collected: Nine months ended June 30, 2023 2022 Beginning Balance, October 1 $ 12,137 $ 8,787 Allowance for credit losses acquired — 2,599 Provision for expected credit losses 2,732 2,430 Amounts written off charged against the allowance (1,916) (159) Other, primarily foreign currency translation (437) (116) Ending Balance, June 30 $ 12,516 $ 13,541 |
GOODWILL AND OTHER INTANGIBLES
GOODWILL AND OTHER INTANGIBLES | 9 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLES | GOODWILL AND OTHER INTANGIBLES Indicators of impairment were not present for any of Griffon's reporting units during the three months ended June 30, 2023. During the three months ended March 31, 2023, indicators of goodwill impairment were present for our CPP reporting units driven by a decrease in year-to-date and forecasted sales and operating results due to elevated customer inventory levels and reduced consumer demand. As such, in connection with the preparation of our financial statements for the second quarter ended March 31, 2023, we performed a quantitative assessment of the CPP reporting units goodwill using both an income based and market-based valuation approach. The impairment test performed during the second quarter ended March 31, 2023 did not result in a goodwill impairment. Indicators of impairment were not present for the HBP reporting unit during the second quarter ended March 31, 2023. The following table provides a summary of the carrying value of goodwill by segment as of September 30, 2022 and June 30, 2023, as follows: At September 30, 2022 Hunter Acquisition (1) At June 30, 2023 Consumer and Professional Products $ 144,537 $ (7,926) $ 136,611 Home and Building Products 191,253 — 191,253 Total $ 335,790 $ (7,926) $ 327,864 (1) The decrease is due to the final allocation of the purchase price for the Hunter acquisition primarily related to deferred taxes. In connection with the preparation of our financial statements for the second quarter ended March 31, 2023, indicators of impairment were present for our CPP indefinite-lived intangible assets. As such, we determined the fair values of the indefinite-lived intangible assets by using a relief from royalty method, which estimates the value of a trademark by discounting to present value the hypothetical royalty payments that are saved by owning the asset rather than licensing it. We compared the estimated fair values to their carrying amounts. The impairment test resulted in a pre-tax, non-cash impairment charge of $100,000 ($74,256, net of tax) to the gross carrying amount of our trademarks. Indicators of impairment were not present for any of Griffon's indefinite-lived intangible assets during the three months ended June 30, 2023. The following table provides the gross carrying value and accumulated amortization for each major class of intangible assets: At June 30, 2023 At September 30, 2022 Gross Carrying Amount Accumulated Average Gross Carrying Amount Accumulated Customer relationships & other $ 444,602 $ 108,510 23 $ 442,085 $ 91,143 Technology and patents 15,178 3,595 13 14,326 3,022 Total amortizable intangible assets 459,780 112,105 456,411 94,165 Trademarks 303,421 — 399,668 — Total intangible assets $ 763,201 $ 112,105 $ 856,079 $ 94,165 The gross carrying amount of intangible assets was impacted by $7,122 related to favorable foreign currency translation. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXESDuring the quarter ended June 30, 2023, the Company recognized a tax provision of $29,248 on income before taxes from continuing operations of $78,453, compared to a tax provision of $23,268 on income before taxes from continuing operations of $76,050 in the prior year quarter. The current year quarter results included strategic review costs (retention and other) of $5,812 ($4,378, net of tax), restructuring charges of $3,862 ($2,831, net of tax), special dividend Employee Stock Ownership Plan ("ESOP") charges of $9,042 ($6,936, net of tax), proxy costs of $568 ($435, net of tax) and discrete and certain other tax provisions, net, that affect comparability of $6,519. The prior year quarter results included restructuring charges of $5,909 ($4,359, net of tax), fair value step-up of acquired inventory sold of $2,700 ($2,005, net of tax), strategic review - retention and other of $3,220 ($2,416, net of tax), debt extinguishment, net, of $5,287 ($4,022, net of tax), and discrete and certain other tax provisions, net, that affect comparability of $913. Excluding these items, the effective tax rates for the quarters ended June 30, 2023 and 2022 were 28.1% and 28.6%, respectively.During the nine months ended June 30, 2023, the Company recognized a tax provision of $20,662 on income before taxes from continuing operations of $56,314, compared to a tax provision of $55,119 on income before taxes from continuing operations of $182,765 in the prior year period. The nine months ended June 30, 2023 included a gain on the sale of a building of $10,852 ($8,323, net of tax), strategic review costs (retention and other) of $20,234 ($15,258, net of tax), restructuring charges of $82,196 ($61,360, net of tax), special dividend ESOP charges of $9,042 ($6,936, net of tax), intangible asset impairment charges of $100,000 ($74,256, net of tax), proxy expenses of $2,685 ($2,059, net of tax) and discrete and certain other tax benefits, net, that affect comparability of $2,537. The nine months ended June 30, 2022 included restructuring charges of $12,391 ($9,185, net of tax), acquisition costs of $9,303 ($8,149, net of tax), proxy costs of $6,952 ($5,359, net of tax), fair value step-up of acquired inventory sold of $5,401 ($4,012, net of tax), strategic review - retention and other of $3,220 ($2,416, net of tax), debt extinguishment, net, of $5,287 ($4,022, net of tax), and discrete and certain other tax benefits, net, that affect comparability of $661. Excluding these items, the effective tax rates for the nine months ended June 30, 2023 and 2022 were both 28.9%. |
LONG-TERM DEBT
LONG-TERM DEBT | 9 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT At June 30, 2023 At September 30, 2022 Outstanding Balance Original Issuer Premium/(Discount) Capitalized Fees & Expenses Balance Sheet Coupon Interest Rate Outstanding Balance Original Issuer Premium/(Discount) Capitalized Fees & Expenses Balance Sheet Coupon 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 Variable 496,000 (1,144) (8,823) 486,033 Variable Revolver due 2025 (b) 86,705 — (859) 85,846 Variable 97,328 — (1,227) 96,101 Variable Finance lease - real estate (c) 12,056 — — 12,056 Variable 13,091 — — 13,091 Variable Non US lines of credit (d) — — (7) (7) Variable — — (2) (2) Variable Non US term loans (d) — — — — Variable 12,090 — (27) 12,063 Variable Other long term debt (e) 1,783 — (15) 1,768 Variable 2,276 — (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, 2023 Three Months Ended June 30, 2022 Effective Interest Rate Cash Interest Amort. Debt (Premium)/Discount Amort. Debt Issuance Costs & Other Fees Total Interest Expense Effective Interest Rate Cash Interest Amort. Debt Amort. 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) Variable 905 — 123 1,028 Variable 1,056 — 123 1,179 Finance lease - real estate (c) 5.6 % 168 — — 168 5.6 % 187 — — 187 Non US lines of credit (d) Variable 259 — 12 271 Variable 4 — 5 9 Non US term loans (d) Variable — — — — Variable 141 — 9 150 Other long term debt (e) Variable 104 — — 104 Variable 54 — — 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, 2023 Nine Months Ended June 30, 2022 Effective Interest Rate Cash Interest Amort. Debt Amort. Debt Issuance Costs & Other Fees Total Interest Expense Effective Interest Rate Cash Interest Amort. Debt Premium Amort. Debt Issuance Costs & Other Fees Total 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) Variable 2,922 — 368 3,290 Variable 2,307 — 368 2,675 Finance lease - real estate (c) 5.6 % 520 — — 520 5.6 % 577 — 4 581 Non US lines of credit (d) Variable 619 — 37 656 Variable 14 — 12 26 Non US term loans (d) Variable — — — — Variable 492 — 44 536 Other long term debt (e) Variable 298 — 1 299 Variable 212 — 1 213 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. |
SHAREHOLDERS' EQUITY AND EQUITY
SHAREHOLDERS' EQUITY AND EQUITY COMPENSATION | 9 Months Ended |
Jun. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY AND EQUITY COMPENSATION | SHAREHOLDERS’ EQUITY AND EQUITY COMPENSATION During the nine months ended June 30, 2023, the Company paid three quarterly cash dividends consisting of two cash dividends of $0.10 per share and one cash dividend of $0.125 per share. Additionally, on April 19, 2023, the Board of Directors declared a special cash dividend of $2.00 per share, paid on May 19, 2023, to shareholders of record as of the close of business on May 9, 2023. On August 1, 2023, the Board of Directors declared a quarterly cash dividend of $0.125 per share, payable on September 14, 2023 to shareholders of record as of the close of business on August 23, 2023. During 2022, the Company paid a regular quarterly cash dividend of $0.09 per share, totaling $0.36 per share for the year. Additionally, on June 27, 2022, the Board of Directors declared a special cash dividend of $2.00 per share, paid on July 20, 2022. For all dividends, a dividend payable is established for the holders of restricted shares; such dividends will be released upon vesting of the underlying restricted shares. On January 29, 2016, shareholders approved the Griffon Corporation 2016 Equity Incentive Plan (the "Original Incentive Plan") pursuant to which, among other things, awards of performance shares, performance units, stock options, stock appreciation rights, restricted shares, restricted stock units, deferred shares and other stock-based awards may be granted. On January 31, 2018, shareholders approved Amendment No. 1 to the Original Incentive Plan pursuant to which, among other things, 1,000,000 shares were added to the Original Incentive Plan; and on January 30, 2020, shareholders approved Amendment No. 2 to the Original Incentive Plan, pursuant to which 1,700,000 shares were added to the Original Incentive Plan. On February 17, 2022, shareholders approved the Amended and Restated 2016 Equity Incentive Plan (the “Amended Incentive Plan”), which amended and restated the Original Incentive Plan and pursuant to which, among other things, 1,200,000 shares were added to the Original Incentive Plan. Options granted under the Amended Incentive Plan may be either “incentive stock options” or nonqualified stock options, generally expire ten years after the date of grant and are granted at an exercise price of not less than 100% of the fair market value at the date of grant. The maximum number of shares of common stock available for award under the Amended Incentive Plan is 6,250,000 (600,000 of which may be issued as incentive stock options), plus (i) any shares that were reserved for issuance under the Original Incentive Plan as of the effective date of the Original Incentive Plan, and (ii) any shares underlying awards outstanding on such date under the 2011 Incentive Plan that were subsequently canceled or forfeited. As of June 30, 2023, there were 328,473 shares available for grant. Compensation expense for restricted stock and restricted stock units is recognized ratably over the required service period based on the fair value of the grant, calculated as the number of shares or units granted multiplied by the stock price on the date of grant, and for performance shares, including performance units, the likelihood of achieving the performance criteria. The Company recognizes forfeitures as they occur. Compensation expense for restricted stock granted to two senior executives is calculated as the maximum number of shares granted, upon achieving certain performance criteria, multiplied by the stock price as valued by a Monte Carlo Simulation Model. Compensation cost related to stock-based awards with graded vesting, generally over a period of three The following table summarizes the Company’s compensation expense relating to all stock-based incentive plans: For the Three Months Ended June 30, For the Nine Months Ended June 30, 2023 2022 2023 2022 Restricted stock $ 5,106 $ 5,130 $ 15,940 $ 13,334 ESOP 10,146 889 12,647 2,644 Total stock-based compensation $ 15,252 $ 6,019 $ 28,587 $ 15,978 During the first quarter of 2023, Griffon granted 466,677 shares of restricted stock and restricted stock units ("RSUs"). This includes 249,480 shares of restricted stock and 11,901 RSUs granted to 44 executives and key employees, subject to certain performance conditions, with a vesting period of thirty-six months and a total fair value of $8,385, or a weighted average fair value of $33.61 per share. This also includes 205,296 shares of restricted stock granted to two senior executives with a vesting period of thirty-six months and a two $3,555, or a weighted average fair value of $34.63 per share. During the second quarter of 2023, Griffon granted 39,972 shares of restricted stock to the non-employee directors of Griffon with a vesting period of one year and a fair value of $1,211, or a weighted average fair value of $30.29 per share. During the third quarter of 2023, there were no shares of restricted stock or RSU's granted. During the nine months ended June 30, 2023, 494,748 shares granted were issued out of treasury stock. On April 19, 2023, the Company's Board of Directors approved a $200,000 increase to Griffon's share repurchase program to $257,955 from the prior unused authorization of $57,955. Under the authorized share repurchase program, the Company may, from time to time, purchase shares of its common stock in the open market, including pursuant to a 10b5-1 plan, pursuant to an accelerated share repurchase program or issuer tender offer, or in privately negotiated transactions. During the quarter and nine months ended June 30, 2023, Griffon purchased 2,541,932 shares of common stock under these repurchase programs, for a total of $85,361, or $33.58 per share, excluding excise taxes. As of June 30, 2023, $172,594 remains under these Board authorized repurchase programs. In connection with the share repurchases, excise taxes totaling $647 were accrued as of June 30, 2023. During the three months ended June 30, 2023, there were no shares withheld to settle employee taxes due upon the vesting of restricted stock. During the nine months ended June 30, 2023, 365,739 shares, with a market value of $12,881, or $35.22 per share were withheld to settle employee taxes due upon the vesting of restricted stock, and were added to treasury stock. Furthermore, during the nine months ended June 30, 2023, an additional 3,066 shares, with a market value of $108, or $35.31 per share, were withheld from common stock issued upon the vesting of restricted stock units to settle employee taxes due upon vesting. |
EARNINGS PER SHARE (EPS)
EARNINGS PER SHARE (EPS) | 9 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE (EPS) | EARNINGS PER SHARE (EPS) Basic EPS was calculated by dividing income available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted EPS was calculated by dividing income available to common shareholders by the weighted average number of shares of common stock outstanding plus additional common shares that could be issued in connection with stock-based compensation. The following table is a reconciliation of the share amounts (in thousands) used in computing earnings per share: Three Months Ended June 30, Nine Months Ended June 30, 2023 2022 2023 2022 Common shares outstanding 54,663 57,064 54,663 57,064 Unallocated ESOP shares (565) (1,396) (565) (1,396) Non-vested restricted stock (3,113) (3,565) (3,113) (3,565) Impact of weighted average shares 1,319 (369) 1,655 (576) Weighted average shares outstanding - basic 52,304 51,734 52,640 51,527 Incremental shares from stock-based compensation 2,298 2,180 2,447 2,177 Weighted average shares outstanding - diluted 54,602 53,914 55,087 53,704 Shares of the ESOP that have been allocated to employee accounts are treated as outstanding in determining earnings per share. |
BUSINESS SEGMENTS
BUSINESS SEGMENTS | 9 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENTS | BUSINESS SEGMENTS Griffon reports its operations through two reportable segments, as follows: • Home and Building Products ("HBP") conducts its operations through Clopay. Founded in 1964, Clopay is the largest manufacturer and marketer of garage doors and rolling steel doors in North America. Residential and commercial sectional garage doors are sold through professional dealers and leading home center retail chains throughout North America under the brands Clopay, Ideal, and Holmes. Rolling steel door and grille products designed for commercial, industrial, institutional, and retail use are sold under the Cornell and Cookson brands. • Consumer and Professional Products (“CPP”) is a leading North American manufacturer and a global provider of branded consumer and professional tools; residential, industrial and commercial fans; home storage and organization products; and products that enhance indoor and outdoor lifestyles. CPP sells products globally through a portfolio of leading brands including AMES, since 1774, Hunter, since 1886, True Temper, and ClosetMaid. Information on Griffon’s reportable segments from continuing operations is as follows: For the Three Months Ended June 30, For the Nine Months Ended June 30, REVENUE 2023 2022 2023 2022 Home and Building Products $ 401,142 $ 405,545 $ 1,194,374 $ 1,082,726 Consumer and Professional Products 282,288 362,634 849,424 1,056,819 Total revenue $ 683,430 $ 768,179 $ 2,043,798 $ 2,139,545 Disaggregation of Revenue Revenue from contracts with customers is disaggregated by end markets, segments and geographic location, as it more accurately depicts the nature and amount of the Company’s revenue. The following table presents revenue disaggregated by end market and segment: For the Three Months Ended June 30, For the Nine Months Ended June 30, 2023 2022 2023 2022 Residential repair and remodel $ 186,554 $ 194,526 $ 562,433 $ 511,988 Commercial 179,054 167,173 524,811 455,338 Residential new construction 35,534 43,846 107,130 115,400 Total Home and Building Products 401,142 405,545 1,194,374 1,082,726 Residential repair and remodel 107,276 139,126 292,385 292,516 Retail 63,560 99,284 229,960 382,202 Residential new construction 12,600 11,387 36,785 33,733 Industrial 22,204 24,748 58,380 57,122 International excluding North America 76,648 88,089 231,914 291,246 Total Consumer and Professional Products 282,288 362,634 849,424 1,056,819 Total Consolidated Revenue $ 683,430 $ 768,179 $ 2,043,798 $ 2,139,545 The following table presents revenue disaggregated by geography based on the location of the Company's customer: For the Three Months Ended June 30, 2023 2022 HBP CPP Total HBP CPP Total United States $ 382,295 $ 195,132 $ 577,427 $ 384,265 $ 248,068 $ 632,333 Europe — 19,792 19,792 7 31,113 31,120 Canada 16,576 12,955 29,531 15,683 19,592 35,275 Australia — 49,548 49,548 — 55,142 55,142 All other countries 2,271 4,861 7,132 5,590 8,719 14,309 Consolidated revenue $ 401,142 $ 282,288 $ 683,430 $ 405,545 $ 362,634 $ 768,179 For the Nine Months Ended June 30, 2023 2022 HBP CPP Total HBP CPP Total United States $ 1,139,936 $ 561,184 $ 1,701,120 $ 1,031,650 $ 677,714 $ 1,709,364 Europe 16 43,558 43,574 51 96,226 96,277 Canada 47,337 57,641 104,978 41,574 73,249 114,823 Australia — 172,350 172,350 — 191,679 191,679 All other countries 7,085 14,691 21,776 9,451 17,951 27,402 Consolidated revenue $ 1,194,374 $ 849,424 $ 2,043,798 $ 1,082,726 $ 1,056,819 $ 2,139,545 Griffon evaluates performance and allocates resources based on segment adjusted EBITDA and adjusted EBITDA, non-GAAP measures, which is defined as income before taxes from continuing operations, excluding interest income and expense, depreciation and amortization, strategic review charges, non-cash impairment charges, restructuring charges, gain/loss from debt extinguishment and acquisition related expenses, as well as other items that may affect comparability, as applicable. Segment adjusted EBITDA also excludes unallocated amounts, mainly corporate overhead. Griffon believes this information is useful to investors for the same reason. The following table provides a reconciliation of segment and adjusted EBITDA to income before taxes from continuing operations: For the Three Months Ended June 30, For the Nine Months Ended June 30, 2023 2022 2023 2022 Segment adjusted EBITDA: Home and Building Products $ 134,330 $ 119,847 $ 390,346 $ 280,618 Consumer and Professional Products 18,265 28,373 36,091 92,431 Segment adjusted EBITDA 152,595 148,220 426,437 373,049 Unallocated amounts, excluding depreciation * (13,982) (13,405) (42,388) (39,724) Adjusted EBITDA 138,613 134,815 384,049 333,325 Net interest expense (25,207) (23,961) (74,394) (60,985) Depreciation and amortization (15,669) (17,688) (50,036) (47,021) Debt extinguishment, net — (5,287) — (5,287) Gain on sale of building — — 10,852 — Strategic review - retention and other (5,812) (3,220) (20,234) (3,220) Proxy expenses (568) — (2,685) (6,952) Acquisition costs — — — (9,303) Restructuring charges (3,862) (5,909) (82,196) (12,391) Intangible asset impairment — — (100,000) — Special dividend ESOP charges (9,042) — (9,042) — Fair value step-up of acquired inventory sold — (2,700) — (5,401) Income before taxes from continuing operations $ 78,453 $ 76,050 $ 56,314 $ 182,765 * Unallocated amounts typically include general corporate expenses not attributable to a reportable segment. For the Three Months Ended June 30, For the Nine Months Ended June 30, DEPRECIATION and AMORTIZATION 2023 2022 2023 2022 Segment: Home and Building Products $ 3,868 $ 4,116 $ 11,525 $ 12,778 Consumer and Professional Products 11,661 13,434 38,091 33,831 Total segment depreciation and amortization 15,529 17,550 49,616 46,609 Corporate 140 138 420 412 Total consolidated depreciation and amortization $ 15,669 $ 17,688 $ 50,036 $ 47,021 CAPITAL EXPENDITURES Segment: Home and Building Products $ 4,620 $ 2,891 $ 10,293 $ 8,643 Consumer and Professional Products 3,726 8,558 9,858 24,742 Total segment 8,346 11,449 20,151 33,385 Corporate — 37 32 131 Total consolidated capital expenditures $ 8,346 $ 11,486 $ 20,183 $ 33,516 ASSETS At June 30, 2023 At September 30, 2022 Segment assets: Home and Building Products $ 702,328 $ 737,860 Consumer and Professional Products 1,674,453 1,914,529 Total segment assets 2,376,781 2,652,389 Corporate 189,309 158,310 Total continuing assets 2,566,090 2,810,699 Discontinued operations 5,125 5,775 Consolidated total $ 2,571,215 $ 2,816,474 |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 9 Months Ended |
Jun. 30, 2023 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS Defined benefit pension expense (income) included in Other Income (Expense), net was as follows: Three Months Ended June 30, Nine Months Ended June 30, 2023 2022 2023 2022 Interest cost $ 1,826 $ 943 $ 5,477 $ 2,650 Expected return on plan assets (2,553) (2,905) (7,660) (8,329) Amortization: Recognized actuarial loss 944 844 2,833 2,534 Net periodic expense (income) $ 217 $ (1,118) $ 650 $ (3,145) |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 9 Months Ended |
Jun. 30, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS In October 2021, the Financial Accounting Standards Board ("FASB") issued ASU No. 2021-08, Business Combinations (Topic 805); Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . This new guidance affects all entities that enter into a business combination within the scope of ASC 805-10. Under this new guidance, the acquirer should determine what contract assets and/or liabilities it would have recorded under ASC 606 (Revenue Guidance) as of the acquisition date, as if the acquirer had entered into the original contract at the same date and on the same terms as the acquirer. Under current U.S. GAAP, contract assets and contract liabilities acquired in a business combination are recorded by the acquirer at fair value. This update is effective for the Company beginning in fiscal 2023. Adoption of this standard did not have a material impact on our consolidated financial statements and the related disclosures. The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements, and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 9 Months Ended |
Jun. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | DISCONTINUED OPERATIONS On September 27, 2021, Griffon announced it was exploring strategic alternatives for its DE segment, which consisted of its Telephonics subsidiary. On June 27, 2022, Griffon completed the sale of Telephonics to TTM for $330,000 in cash, excluding $2,568 for post-closing working capital adjustments. In connection with the sale of Telephonics, the Company recorded a gain of $107,517 ($89,241, net of tax) for the year ended September 30, 2022. In accordance with ASC 205-20 Presentation of Financial Statements: Discontinued Operations, a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when the component of an entity meets the criteria in paragraph 205-20-45-10. In the period in which the component meets held-for-sale or discontinued operations criteria, the major current assets, other assets, current liabilities, and noncurrent liabilities shall be reported as components of total assets and liabilities separate from those balances of the continuing operations. At the same time, the results of all discontinued operations, less applicable income taxes (benefit), shall be reported as components of net income (loss) separate from the net income (loss) of continuing operations. Defense Electronics (DE or Telephonics) The following amounts related to Telephonics have been segregated from Griffon's continuing operations and are reported as a discontinued operation: For the Three Months Ended June 30, 2022 For the Nine Months Ended June 30, 2022 Revenue $ 50,795 $ 161,061 Cost of goods and services 39,059 125,208 Gross profit 11,736 35,853 Selling, general and administrative expenses 6,114 26,423 Income from discontinued operations 5,622 9,430 Other income (expense): Interest income, net — 2 Gain on sale of business 108,949 108,949 Other, net (1,114) (604) Total other income (expense) 107,835 108,347 Income from discontinued operations before taxes $ 113,457 $ 117,777 Provision for income taxes 25,952 20,149 Income from discontinued operations $ 87,505 $ 97,628 Depreciation and amortization was excluded from the prior year results since DE was classified as a discontinued operation and, accordingly, the Company ceased depreciation and amortization in accordance with discontinued operations accounting guidelines. Depreciation and amortization would have been approximately $2,342 and $7,442 for the quarter and nine months ended June 30, 2022, respectively. The following amounts summarize the total assets and liabilities related to Telephonics, Installation Services and other discontinued activities which have been segregated from Griffon’s continuing operations, and are reported as assets and liabilities of discontinued operations in the Condensed Consolidated Balance Sheets: At June 30, 2023 At September 30, 2022 Assets of discontinued operations: Prepaid and other current assets $ 984 $ 1,189 Other long-term assets 4,141 4,586 Total assets of discontinued operations $ 5,125 $ 5,775 Liabilities of discontinued operations: Accrued liabilities, current $ 7,260 $ 12,656 Other long-term liabilities 5,650 4,262 Total liabilities of discontinued operations $ 12,910 $ 16,918 At June 30, 2023 and September 30, 2022, Griffon's discontinued assets and liabilities includes the Company's obligation of $4,553 and $8,846, respectively, in connection with the sale of Telephonics primarily related to certain customary post-closing adjustments, primarily working capital and stay bonuses. At June 30, 2023 and September 30, 2022, Griffon’s liabilities for Installations Services and other discontinued operations primarily relate to insurance claims, income taxes, product liability, warranty and environmental reserves total $8,357 and $8,072, respectively. There was no reported revenue in the nine ended June 30, 2023 and 2022 for Installations Services and other discontinued operations. |
RESTRUCTURING CHARGES
RESTRUCTURING CHARGES | 9 Months Ended |
Jun. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING CHARGES | RESTRUCTURING CHARGES On May 3, 2023, in response to changing market conditions, Griffon announced that its CPP segment will expand its global sourcing strategy to include long handled tools, material handling, and wood storage and organization product lines. By transitioning these product lines to an asset-light structure, CPP’s operations will be better positioned to serve customers with a more flexible and cost-effective sourcing model that leverages supplier relationships around the world, while improving its competitive positioning in a post-pandemic marketplace. The global sourcing strategy expansion is expected to be complete by the end of calendar 2024. Over that period, CPP expects to reduce its facility footprint by approximately 1.2 million square feet, or approximately 15%, and its headcount by approximately 600. The affected U.S. locations will include Camp Hill and Harrisburg, PA; Grantsville, MD; Fairfield, IA; and four wood mills. Implementation of this strategy over the duration of the project will result in charges of $120,000 to $130,000, including $50,000 to $55,000 of cash charges for employee retention and severance, operational transition, and facility and lease exit costs, and $70,000 to $75,000 of non-cash charges primarily related to asset write-downs. Capital investment in the range of $3,000 to $5,000 will also be required. These costs exclude cash proceeds from the sale of real estate and equipment, which are expected to largely offset the cash charges, and also exclude inefficiencies due to duplicative labor costs and absorption impacts during transition. In the quarter and nine months ended June 30, 2023, CPP incurred pre-tax restructuring and related exit costs approximating $3,862 and $82,196, respectively. During the nine months ended June 30, 2023, cash charges totaled $23,078 and non-cash, asset-related charges totaled $59,118; the cash charges included $10,284 for one-time termination benefits and other personnel-related costs and $12,794 for facility exit costs. Non-cash charges included a $22,018 impairment charge related to certain fixed assets at several manufacturing locations and $37,100 to adjust inventory to net realizable value. In November 2019, Griffon announced the development of a next-generation business platform for CPP to enhance the growth, efficiency, and competitiveness of its U.S. operations, and on November 12, 2020, Griffon announced that CPP was broadening this strategic initiative to include additional North American facilities, the AMES United Kingdom (U.K.) and Australia businesses, and a manufacturing facility in China. On April 28, 2022, Griffon announced a reduced scope and accelerated timeline for the initiative, which was completed in fiscal 2022. The cost to implement this new business platform, over the duration of the project, included one-time charges of approximately $51,869 and capital investments of approximately $15,000, net of future proceeds from the sale of exited facilities. Total cumulative charges of $51,869 consisted of cash charges totaling $35,691 and non-cash, asset-related charges totaling $16,178; the cash charges included $12,934 for one-time termination benefits and other personnel-related costs and $22,757 for facility exit costs. As a result of these transactions, headcount was reduced by approximately 420. In the quarter and nine months ended June 30, 2022, CPP incurred pre-tax restructuring and related exit costs approximating $5,909 and $12,391, respectively. During the nine months ended June 30, 2022, cash charges totaled $9,897 and non-cash, asset-related charges totaled $2,494; the cash charges included $3,751 for one-time termination benefits and other personnel-related costs and $6,146 for facility exit costs. Non-cash charges included a $1,766 impairment charge related to certain fixed assets at several manufacturing locations and $728 of inventory that has no recoverable value. A summary of the restructuring and other related charges included in Cost of goods and services and SG&A expenses in the Company's Condensed Consolidated Statements of Operations were as follows: For the Three Months Ended June 30, For the Nine Months Ended June 30, 2023 2022 2023 2022 Cost of goods and services $ 1,777 $ 2,441 $ 76,422 $ 5,218 Selling, general and administrative expenses 2,085 3,468 5,774 7,173 Total restructuring charges $ 3,862 $ 5,909 $ 82,196 $ 12,391 For the Three Months Ended June 30, For the Nine Months Ended June 30, 2023 2022 2023 2022 Personnel related costs $ 2,234 $ 1,613 $ 10,284 $ 3,751 Facilities, exit costs and other 1,628 3,857 12,794 6,146 Non-cash facility and other — 439 59,118 2,494 Total $ 3,862 $ 5,909 $ 82,196 $ 12,391 The following tables summarizes the accrued liabilities of the Company's restructuring actions for the nine months ended June 30, 2023 and 2022: Cash Charges Non-Cash Personnel related costs Facilities & Facility and Other Costs (1) Total Accrued liability at September 30, 2021 $ 418 $ 264 $ — $ 682 Q1 Restructuring charges 260 1,167 289 1,716 Q1 Cash payments (275) (1,167) — (1,442) Q1 Non-cash charges — — (289) (289) Accrued liability at December 31, 2021 $ 403 $ 264 $ — $ 667 Q2 Restructuring charges 1,878 1,122 1,766 4,766 Q2 Cash payments (1,883) (1,122) — (3,005) Q2 Non-cash charges — — (1,766) (1,766) Accrued liability at March 31, 2022 $ 398 $ 264 $ — $ 662 Q3 Restructuring charges 1,613 3,857 439 5,909 Q3 Cash payments (1,619) (3,857) — (5,476) Q3 Non-cash charges — — (439) (439) Accrued liability at June 30, 2022 $ 392 $ 264 $ — $ 656 ___________________ (1) Non-cash charges in Facility and Other Costs primarily represent the non-cash write-off of certain long-lived assets and inventory that has no recoverable value in connection with certain facility closures. Cash Charges Non-Cash Personnel related costs Facilities & Facility and Other Costs (2) Total Accrued liability at September 30, 2022 $ 386 $ 264 $ — $ 650 Q1 Cash payments (74) (93) — (167) Accrued liability at December 31, 2022 $ 312 $ 171 $ — $ 483 Q2 Restructuring charges 8,050 11,166 59,118 78,334 Q2 Cash payments (244) (1,883) — (2,127) Q2 Non-cash charges — — (59,118) (59,118) Accrued liability at March 31, 2023 $ 8,118 $ 9,454 $ — $ 17,572 Q3 Restructuring charges 2,234 1,628 — 3,862 Q3 Cash payments (579) (4,245) — (4,824) Accrued liability at June 30, 2023 $ 9,773 $ 6,837 $ — $ 16,610 ___________________ (2) Non-cash charges in Facility and Other Costs represent the non-cash impairment charges related to certain fixed assets at several manufacturing sights and to adjust inventory to net realizable value. |
OTHER INCOME (EXPENSE)
OTHER INCOME (EXPENSE) | 9 Months Ended |
Jun. 30, 2023 | |
Other Income and Expenses [Abstract] | |
OTHER INCOME (EXPENSE) | OTHER INCOME (EXPENSE) For the quarters ended June 30, 2023 and 2022, Other income (expense) of $1,475 and $2,084, respectively, includes $590 and $265, respectively, of net currency exchange gains in connection with the translation of receivables and payables denominated in currencies other than the functional currencies of Griffon and its subsidiaries, net periodic benefit plan income (expense) of $(217) and $1,118, respectively, and $336 and $(91), respectively, of net investment income (loss). Other income (expense) also includes rental income of $0 and $156 for the three months ended June 30, 2023 and 2022, respectively. Additionally, it includes royalty income of $438 and $828 for the three months ended June 30, 2023 and 2022, respectively. |
WARRANTY LIABILITY
WARRANTY LIABILITY | 9 Months Ended |
Jun. 30, 2023 | |
Product Warranties Disclosures [Abstract] | |
WARRANTY LIABILITY | WARRANTY LIABILITY CPP and HBP offer warranties against product defects for periods generally ranging from one Changes in Griffon’s warranty liability for the three and nine months ended June 30, 2023 and 2022 were as follows: Three Months Ended June 30, Nine Months Ended June 30, 2023 2022 2023 2022 Balance, beginning of period $ 21,341 $ 19,197 $ 18,026 $ 7,818 Warranties issued and changes in estimated pre-existing warranties 4,999 5,119 16,079 14,368 Actual warranty costs incurred (3,402) (4,937) (11,167) (10,399) Other warranty liabilities assumed from acquisitions — — — 7,592 Balance, end of period $ 22,938 $ 19,379 $ 22,938 $ 19,379 |
OTHER COMPREHENSIVE INCOME (LOS
OTHER COMPREHENSIVE INCOME (LOSS) | 9 Months Ended |
Jun. 30, 2023 | |
Other Comprehensive Income (Loss), Net of Tax, Alternative [Abstract] | |
OTHER COMPREHENSIVE INCOME (LOSS) | OTHER COMPREHENSIVE INCOME (LOSS) The amounts recognized in other comprehensive income (loss) were as follows: For the Three Months Ended June 30, 2023 2022 Pre-tax Tax Net of tax Pre-tax Tax Net of tax Foreign currency translation adjustments $ 2,309 $ — $ 2,309 $ (17,823) $ — $ (17,823) Pension and other defined benefit plans 943 (196) 747 1,511 (315) 1,196 Cash flow hedges (3,916) 1,175 (2,741) 3,500 (1,050) 2,450 Total other comprehensive income (loss) $ (664) $ 979 $ 315 $ (12,812) $ (1,365) $ (14,177) For the Nine Months Ended June 30, 2023 2022 Pre-tax Tax Net of tax Pre-tax Tax Net of tax Foreign currency translation adjustments $ 14,580 $ — $ 14,580 $ (14,093) $ — $ (14,093) Pension and other defined benefit plans 2,972 (617) 2,355 2,534 (530) 2,004 Cash flow hedges (2,555) 767 (1,788) 158 (48) 110 Total other comprehensive income (loss) $ 14,997 $ 150 $ 15,147 $ (11,401) $ (578) $ (11,979) The components of Accumulated other comprehensive income (loss) are as follows: At June 30, 2023 At September 30, 2022 Foreign currency translation adjustments $ (42,590) $ (57,170) Pension and other defined benefit plans (24,944) (27,299) Change in Cash flow hedges (57) 1,731 $ (67,591) $ (82,738) Amounts reclassified from accumulated other comprehensive income (loss) to income were as follows: For the Three Months Ended June 30, For the Nine Months Ended June 30, Gain (Loss) 2023 2022 2023 2022 Pension amortization $ (944) $ (844) $ (2,833) $ (2,534) Cash flow hedges 641 716 1,654 3,633 Total gain (loss) $ (303) $ (128) $ (1,179) $ 1,099 Tax benefit (expense) 64 27 248 (230) Total $ (239) $ (101) $ (931) $ 869 |
LEASES
LEASES | 9 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
LEASES | LEASESThe Company recognizes right-of-use ("ROU") assets and lease liabilities on the balance sheet, with the exception of leases with a term of twelve months or less. The Company determines if an arrangement is a lease at inception. The ROU assets and short and long-term liabilities associated with our Operating leases are shown as separate line items on our Condensed Consolidated Balance Sheets. Finance leases are included in property, plant, and equipment, net, other accrued liabilities, and other non-current liabilities. The Company's finance leases are immaterial. ROU assets, along with any other related long-lived assets, are periodically evaluated for impairment. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Lease payments primarily include rent and insurance costs (lease components). The Company's leases also include non-lease components such as real estate taxes and common-area maintenance costs. The Company elected the practical expedient to account for lease and non-lease components as a single component. In certain of the Company's leases, the non-lease components are variable and in accordance with the standard are therefore excluded from lease payments to determine the ROU asset. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. Our determination of the lease term may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. For operating leases, fixed lease payments are recognized as operating lease cost on a straight-line basis over the lease term. For finance leases and impaired operating leases, the ROU asset is depreciated on a straight-line basis over the remaining lease term, along with recognition of interest expense associated with accretion of the lease liability. For leases with a lease term of 12 months or less (a "Short-term" lease), any fixed lease payments are recognized on a straight-line basis over such term, and are not recognized on the Condensed Consolidated Balance Sheets. Variable lease cost for both operating and finance leases, if any, is recognized as incurred. Components of operating lease costs are as follows: For the Three Months Ended June 30, For the Nine Months Ended June 30, 2023 2022 2023 2022 Fixed $ 11,512 $ 13,021 $ 34,179 $ 32,674 Variable (a), (b) 2,067 2,742 8,085 6,278 Short-term (b) 2,201 1,741 6,249 4,576 Total $ 15,780 $ 17,504 $ 48,513 $ 43,528 (a) Primarily relates to common-area maintenance and property taxes. (b) Not recorded on the balance sheet. Supplemental cash flow information were as follows: For the Nine Months Ended June 30, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 30,163 $ 34,759 Financing cash flows from finance leases 1,673 1,936 Total $ 31,836 $ 36,695 Supplemental Condensed Consolidated Balance Sheet information related to leases were as follows: June 30, 2023 September 30, 2022 Operating Leases: Right of use assets: Operating right-of-use assets $ 174,187 $ 183,398 Lease Liabilities: Current portion of operating lease liabilities $ 29,637 $ 31,680 Long-term operating lease liabilities 154,608 159,414 Total operating lease liabilities $ 184,245 $ 191,094 Finance Leases: Property, plant and equipment, net (1) $ 12,340 $ 13,696 Lease Liabilities: Notes payable and current portion of long-term debt $ 1,824 $ 2,065 Long-term debt, net 10,841 11,995 Total financing lease liabilities $ 12,665 $ 14,060 (1) Finance lease assets are recorded net of accumulated depreciation of $6,528 and $4,972 as of June 30, 2023 and September 30, 2022, respectively. 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. The remaining lease liability balance relates to finance equipment leases. The aggregate future maturities of lease payments for operating leases and finance leases as of June 30, 2023 are as follows (in thousands): Operating Leases Finance Leases 2023 (a) $ 10,405 $ 660 2024 38,331 2,380 2025 35,672 2,199 2026 26,718 2,140 2027 22,103 2,078 2028 17,905 2,074 Thereafter 83,454 3,628 Total lease payments $ 234,588 $ 15,159 Less: Imputed Interest (50,343) (2,494) Present value of lease liabilities $ 184,245 $ 12,665 (a) Excluding the nine months ended June 30, 2023. Average lease terms and discount rates at June 30, 2023 were as follows: Weighted-average remaining lease term (years): Operating leases 8.1 Finance Leases 6.8 Weighted-average discount rate: Operating Leases 5.84 % Finance Leases 5.56 % |
LEASES | LEASESThe Company recognizes right-of-use ("ROU") assets and lease liabilities on the balance sheet, with the exception of leases with a term of twelve months or less. The Company determines if an arrangement is a lease at inception. The ROU assets and short and long-term liabilities associated with our Operating leases are shown as separate line items on our Condensed Consolidated Balance Sheets. Finance leases are included in property, plant, and equipment, net, other accrued liabilities, and other non-current liabilities. The Company's finance leases are immaterial. ROU assets, along with any other related long-lived assets, are periodically evaluated for impairment. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Lease payments primarily include rent and insurance costs (lease components). The Company's leases also include non-lease components such as real estate taxes and common-area maintenance costs. The Company elected the practical expedient to account for lease and non-lease components as a single component. In certain of the Company's leases, the non-lease components are variable and in accordance with the standard are therefore excluded from lease payments to determine the ROU asset. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. Our determination of the lease term may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. For operating leases, fixed lease payments are recognized as operating lease cost on a straight-line basis over the lease term. For finance leases and impaired operating leases, the ROU asset is depreciated on a straight-line basis over the remaining lease term, along with recognition of interest expense associated with accretion of the lease liability. For leases with a lease term of 12 months or less (a "Short-term" lease), any fixed lease payments are recognized on a straight-line basis over such term, and are not recognized on the Condensed Consolidated Balance Sheets. Variable lease cost for both operating and finance leases, if any, is recognized as incurred. Components of operating lease costs are as follows: For the Three Months Ended June 30, For the Nine Months Ended June 30, 2023 2022 2023 2022 Fixed $ 11,512 $ 13,021 $ 34,179 $ 32,674 Variable (a), (b) 2,067 2,742 8,085 6,278 Short-term (b) 2,201 1,741 6,249 4,576 Total $ 15,780 $ 17,504 $ 48,513 $ 43,528 (a) Primarily relates to common-area maintenance and property taxes. (b) Not recorded on the balance sheet. Supplemental cash flow information were as follows: For the Nine Months Ended June 30, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 30,163 $ 34,759 Financing cash flows from finance leases 1,673 1,936 Total $ 31,836 $ 36,695 Supplemental Condensed Consolidated Balance Sheet information related to leases were as follows: June 30, 2023 September 30, 2022 Operating Leases: Right of use assets: Operating right-of-use assets $ 174,187 $ 183,398 Lease Liabilities: Current portion of operating lease liabilities $ 29,637 $ 31,680 Long-term operating lease liabilities 154,608 159,414 Total operating lease liabilities $ 184,245 $ 191,094 Finance Leases: Property, plant and equipment, net (1) $ 12,340 $ 13,696 Lease Liabilities: Notes payable and current portion of long-term debt $ 1,824 $ 2,065 Long-term debt, net 10,841 11,995 Total financing lease liabilities $ 12,665 $ 14,060 (1) Finance lease assets are recorded net of accumulated depreciation of $6,528 and $4,972 as of June 30, 2023 and September 30, 2022, respectively. 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. The remaining lease liability balance relates to finance equipment leases. The aggregate future maturities of lease payments for operating leases and finance leases as of June 30, 2023 are as follows (in thousands): Operating Leases Finance Leases 2023 (a) $ 10,405 $ 660 2024 38,331 2,380 2025 35,672 2,199 2026 26,718 2,140 2027 22,103 2,078 2028 17,905 2,074 Thereafter 83,454 3,628 Total lease payments $ 234,588 $ 15,159 Less: Imputed Interest (50,343) (2,494) Present value of lease liabilities $ 184,245 $ 12,665 (a) Excluding the nine months ended June 30, 2023. Average lease terms and discount rates at June 30, 2023 were as follows: Weighted-average remaining lease term (years): Operating leases 8.1 Finance Leases 6.8 Weighted-average discount rate: Operating Leases 5.84 % Finance Leases 5.56 % |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal and environmental Peekskill Site. Lightron Corporation (“Lightron”), a wholly-owned subsidiary of Griffon, once conducted lamp manufacturing and metal finishing operations at a location in the Town of Cortlandt, New York, just outside the city of Peekskill, New York (the “Peekskill Site”) which was owned by ISC Properties, Inc. (“ISCP”), a wholly-owned subsidiary of Griffon, for approximately three years. ISCP sold the Peekskill Site in November 1982. Based upon studies conducted by ISCP and the New York Department of Environmental Conservation, soils and groundwater beneath the Peekskill Site contain chlorinated solvents and metals. Stream sediments downgradient from the Peekskill Site also contain metals. On May 15, 2019 the United States Environmental Protection Agency ("EPA") added the Peekskill Site to the National Priorities List under CERCLA and has since reached agreement with Lightron and ISCP pursuant to which Lightron and ISCP will perform a Remedial Investigation/Feasibility Study (“RI/FS”). Performance of the RI/FS is expected to be completed in calendar 2024. Lightron has not engaged in any operations in over three decades. ISCP functioned solely as a real estate holding company and has not held any real property in over three decades. Griffon does not acknowledge any responsibility to perform any investigation or remediation at the Peekskill Site. One of Griffon’s insurers is defending Lightron, ISCP and Griffon subject to a reservation of rights and is paying the costs of the RI/FS. Memphis, TN site. Hunter Fan Company (“Hunter”) operated headquarters and a production plant in Memphis, TN for over 50 years (the “Memphis Site”). While Hunter completed certain on-site remediation of PCB-contaminated soils, Hunter did not investigate the extent to which PCBs existed beneath the building itself nor determine whether off-site areas had been impacted. Hunter vacated the site approximately twenty years ago, and the on-site buildings have now been demolished. The State of Tennessee Department of Environment and Conservation (“TDEC”) identified the Memphis site as being potentially contaminated, raising the possibility that site operations could have resulted in soil and groundwater contamination involving volatile organic compounds and metals. In 2021, the TDEC performed a preliminary assessment of the site and recommended to the United States Environmental Protection Agency (“EPA”) that it include the site on the National Priorities List established under CERCLA. The TDEC further recommended that the EPA fund an investigation of potential soil gas contamination in receptors near the site. The TDEC has also indicated that it will proceed with this investigation if the EPA does not act. It is unknown whether the EPA will add the Memphis Site to the National Priorities List, whether a site investigation will reveal contamination and, if there is contamination, the extent of any such contamination. However, given that certain PCB work was not completed in the past and the TDEC’s stated intent for the EPA to perform an investigation (and the statement by the TDEC that it will perform the investigation if the EPA will not), liability is probable in this matter. There are other potentially responsible parties for this site, including a former owner of Hunter; Hunter has notified such former owner of this matter, which may have certain liability for any required remediation. If the EPA decides to add this site to the National Priorities List, a Remedial Investigation/Feasibility Study (“RI/FS”) will be required. Hunter expects that the EPA will ask it to perform this work. If Hunter does not reach an agreement with the EPA to perform this work, the EPA will implement the RI/FS on its own. Should the EPA implement the RI/FS or perform further studies and/or subsequently remediate the site without first reaching an agreement with one or more relevant parties, the EPA would likely seek reimbursement from such parties, including Hunter, for the costs incurred. General legal Griffon is subject to various laws and regulations relating to the protection of the environment and is a party to legal proceedings arising in the ordinary course of business. Management believes, based on facts presently known to it, that the resolution of the matters above and such other matters will not have a material adverse effect on Griffon’s consolidated financial position, results of operations or cash flows. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pay vs Performance Disclosure | ||||||||
Net Income (Loss) | $ 49,205 | $ (62,255) | $ 48,702 | $ 140,287 | $ 65,689 | $ 19,298 | $ 35,652 | $ 225,274 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
DESCRIPTION OF BUSINESS AND B_2
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information, and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these financial statements do not include all the information and footnotes required by US GAAP for complete financial statements. As such, they should be read together with Griffon’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022, which provides a more complete explanation of Griffon’s accounting policies, financial position, operating results, business, properties and other matters. In the opinion of management, these financial statements reflect all adjustments considered necessary for a fair statement of interim results. Griffon’s businesses, in particular its CPP operations, are seasonal; for this and other reasons, the financial results of the Company for any interim period are not necessarily indicative of the results for the full year. The condensed consolidated balance sheet information at September 30, 2022 was derived from the audited financial statements included in Griffon’s Annual Report on Form 10-K for the year ended September 30, 2022. The condensed consolidated financial statements include the accounts of Griffon and all subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. These estimates may be adjusted due to changes in economic, industry or customer financial conditions, as well as changes in technology or demand. Significant estimates include expected loss allowances for credit losses and returns, net realizable value of inventories, restructuring reserves, valuation of goodwill and intangible assets, assumptions associated with pension benefit obligations and income or expenses, useful lives associated with depreciation and amortization of intangible and fixed assets, warranty reserves, sales incentive accruals, assumption associated with stock based compensation valuation, income taxes and tax valuation reserves, environmental reserves, legal reserves, insurance reserves, the valuation of assets and liabilities of discontinued operations, assumptions associated with valuation of acquired assets and assumed liabilities of acquired companies and the accompanying disclosures. These estimates are based on management’s best knowledge of current events and actions Griffon may undertake in the future. Actual results may ultimately differ from these estimates. Certain amounts in the prior year have been reclassified to conform to current year presentation. |
Fair Value Measurements | The carrying values of cash and equivalents, accounts receivable, accounts and notes payable, and revolving credit and variable interest rate debt approximate fair value due to either the short-term nature of such instruments or the fact that the interest rate of the revolving credit and variable rate debt is based upon current market rates. Applicable accounting guidance establishes a fair value hierarchy requiring the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the hierarchy is based on the lowest level of input that is significant to the fair value measurement. The accounting guidance establishes three levels of inputs that may be used to measure fair value, as follows: • Level 1 inputs are measured and recorded at fair value based upon quoted prices in active markets for identical assets. • Level 2 inputs include inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of assets or liabilities. • Level 3 inputs are unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. |
Inventories | Inventories are stated at the lower of cost (first-in, first-out or average cost) or net realizable value. |
Recent Accounting Pronouncements | In October 2021, the Financial Accounting Standards Board ("FASB") issued ASU No. 2021-08, Business Combinations (Topic 805); Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . This new guidance affects all entities that enter into a business combination within the scope of ASC 805-10. Under this new guidance, the acquirer should determine what contract assets and/or liabilities it would have recorded under ASC 606 (Revenue Guidance) as of the acquisition date, as if the acquirer had entered into the original contract at the same date and on the same terms as the acquirer. Under current U.S. GAAP, contract assets and contract liabilities acquired in a business combination are recorded by the acquirer at fair value. This update is effective for the Company beginning in fiscal 2023. Adoption of this standard did not have a material impact on our consolidated financial statements and the related disclosures. The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements, and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Pro Forma Information | The following unaudited proforma summary from continuing operations for the nine month period presents consolidated information as if the Company acquired Hunter on October 1, 2021: Proforma For the Nine Months Ended June 30, 2022 (unaudited) Revenue $ 2,230,056 Income from continuing operations 127,299 |
Schedule of Assets Acquired and Liabilities Assumed | The calculation of the final purchase price allocation is as follows: Accounts receivable (1) $ 64,602 Inventories (2) 110,299 Other current assets 7,940 Property, plant and equipment 15,007 Operating lease right-of-use assets 12,447 Goodwill 250,711 Intangible assets 616,000 Total assets acquired $ 1,077,006 Accounts payable and accrued liabilities $ 70,039 Current portion of operating lease liabilities 3,323 Deferred tax liability (3) 139,219 Long-term operating lease liabilities 9,123 Other long-term liabilities 3,848 Total liabilities assumed $ 225,552 Total net assets acquired $ 851,454 (1) Includes $67,201 of gross accounts receivable of which $2,599 was not expected to be collected. The fair value of accounts receivable approximated book value acquired. (2) Includes $113,287 of gross inventory of which $2,988 was reserved for obsolete items. (3) Deferred tax liability recorded on primarily intangibles assets. |
Schedule of Intangible Assets and Goodwill | The amounts assigned to goodwill and major intangible asset classifications for the Hunter acquisition are as follows: Average Life (Years) Goodwill $ 250,711 N/A Indefinite-lived intangibles (Hunter and Casablanca brands) 356,000 N/A Definite-lived intangibles (Customer relationships) 260,000 20 Total goodwill and intangible assets $ 866,711 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | The following table details the components of inventory: At June 30, 2023 At September 30, 2022 Raw materials and supplies $ 160,071 $ 173,520 Work in process 34,572 50,963 Finished goods 360,315 444,710 Total $ 554,958 $ 669,193 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment | The following table details the components of property, plant and equipment, net: At June 30, 2023 At September 30, 2022 Land, building and building improvements $ 159,689 $ 159,693 Machinery and equipment 439,989 511,779 Leasehold improvements 36,290 35,489 635,968 706,961 Accumulated depreciation and amortization (373,345) (412,400) Total $ 262,623 $ 294,561 |
CREDIT LOSSES (Tables)
CREDIT LOSSES (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Credit Loss [Abstract] | |
Schedule of Accounts Receivable, Allowance for Credit Losses | The following table provides a roll-forward of the allowance for credit losses that is deducted from the amortized cost basis of accounts receivable to present the net amount expected to be collected: Nine months ended June 30, 2023 2022 Beginning Balance, October 1 $ 12,137 $ 8,787 Allowance for credit losses acquired — 2,599 Provision for expected credit losses 2,732 2,430 Amounts written off charged against the allowance (1,916) (159) Other, primarily foreign currency translation (437) (116) Ending Balance, June 30 $ 12,516 $ 13,541 |
GOODWILL AND OTHER INTANGIBLES
GOODWILL AND OTHER INTANGIBLES (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Carrying Value of Goodwill | The following table provides a summary of the carrying value of goodwill by segment as of September 30, 2022 and June 30, 2023, as follows: At September 30, 2022 Hunter Acquisition (1) At June 30, 2023 Consumer and Professional Products $ 144,537 $ (7,926) $ 136,611 Home and Building Products 191,253 — 191,253 Total $ 335,790 $ (7,926) $ 327,864 (1) The decrease is due to the final allocation of the purchase price for the Hunter acquisition primarily related to deferred taxes. |
Summary of Gross Carrying Value and Accumulated Amortization of Intangible Assets | The following table provides the gross carrying value and accumulated amortization for each major class of intangible assets: At June 30, 2023 At September 30, 2022 Gross Carrying Amount Accumulated Average Gross Carrying Amount Accumulated Customer relationships & other $ 444,602 $ 108,510 23 $ 442,085 $ 91,143 Technology and patents 15,178 3,595 13 14,326 3,022 Total amortizable intangible assets 459,780 112,105 456,411 94,165 Trademarks 303,421 — 399,668 — Total intangible assets $ 763,201 $ 112,105 $ 856,079 $ 94,165 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt | At June 30, 2023 At September 30, 2022 Outstanding Balance Original Issuer Premium/(Discount) Capitalized Fees & Expenses Balance Sheet Coupon Interest Rate Outstanding Balance Original Issuer Premium/(Discount) Capitalized Fees & Expenses Balance Sheet Coupon 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 Variable 496,000 (1,144) (8,823) 486,033 Variable Revolver due 2025 (b) 86,705 — (859) 85,846 Variable 97,328 — (1,227) 96,101 Variable Finance lease - real estate (c) 12,056 — — 12,056 Variable 13,091 — — 13,091 Variable Non US lines of credit (d) — — (7) (7) Variable — — (2) (2) Variable Non US term loans (d) — — — — Variable 12,090 — (27) 12,063 Variable Other long term debt (e) 1,783 — (15) 1,768 Variable 2,276 — (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 |
Summary of Interest Expense Incurred | Three Months Ended June 30, 2023 Three Months Ended June 30, 2022 Effective Interest Rate Cash Interest Amort. Debt (Premium)/Discount Amort. Debt Issuance Costs & Other Fees Total Interest Expense Effective Interest Rate Cash Interest Amort. Debt Amort. 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) Variable 905 — 123 1,028 Variable 1,056 — 123 1,179 Finance lease - real estate (c) 5.6 % 168 — — 168 5.6 % 187 — — 187 Non US lines of credit (d) Variable 259 — 12 271 Variable 4 — 5 9 Non US term loans (d) Variable — — — — Variable 141 — 9 150 Other long term debt (e) Variable 104 — — 104 Variable 54 — — 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, 2023 Nine Months Ended June 30, 2022 Effective Interest Rate Cash Interest Amort. Debt Amort. Debt Issuance Costs & Other Fees Total Interest Expense Effective Interest Rate Cash Interest Amort. Debt Premium Amort. Debt Issuance Costs & Other Fees Total 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) Variable 2,922 — 368 3,290 Variable 2,307 — 368 2,675 Finance lease - real estate (c) 5.6 % 520 — — 520 5.6 % 577 — 4 581 Non US lines of credit (d) Variable 619 — 37 656 Variable 14 — 12 26 Non US term loans (d) Variable — — — — Variable 492 — 44 536 Other long term debt (e) Variable 298 — 1 299 Variable 212 — 1 213 Capitalized interest (49) — — (49) (230) — — (230) Totals $ 72,100 $ 93 $ 2,975 $ 75,168 $ 58,358 $ 55 $ 2,698 $ 61,111 |
SHAREHOLDERS' EQUITY AND EQUI_2
SHAREHOLDERS' EQUITY AND EQUITY COMPENSATION (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Compensation Expense Relating to Stock-based Incentive Plans | The following table summarizes the Company’s compensation expense relating to all stock-based incentive plans: For the Three Months Ended June 30, For the Nine Months Ended June 30, 2023 2022 2023 2022 Restricted stock $ 5,106 $ 5,130 $ 15,940 $ 13,334 ESOP 10,146 889 12,647 2,644 Total stock-based compensation $ 15,252 $ 6,019 $ 28,587 $ 15,978 |
EARNINGS PER SHARE (EPS) (Table
EARNINGS PER SHARE (EPS) (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Summary of Reconciliation of Share Amounts Used in Earnings Per Share | The following table is a reconciliation of the share amounts (in thousands) used in computing earnings per share: Three Months Ended June 30, Nine Months Ended June 30, 2023 2022 2023 2022 Common shares outstanding 54,663 57,064 54,663 57,064 Unallocated ESOP shares (565) (1,396) (565) (1,396) Non-vested restricted stock (3,113) (3,565) (3,113) (3,565) Impact of weighted average shares 1,319 (369) 1,655 (576) Weighted average shares outstanding - basic 52,304 51,734 52,640 51,527 Incremental shares from stock-based compensation 2,298 2,180 2,447 2,177 Weighted average shares outstanding - diluted 54,602 53,914 55,087 53,704 |
BUSINESS SEGMENTS (Tables)
BUSINESS SEGMENTS (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Summary of Reportable Segments from Continuing Operations | Information on Griffon’s reportable segments from continuing operations is as follows: For the Three Months Ended June 30, For the Nine Months Ended June 30, REVENUE 2023 2022 2023 2022 Home and Building Products $ 401,142 $ 405,545 $ 1,194,374 $ 1,082,726 Consumer and Professional Products 282,288 362,634 849,424 1,056,819 Total revenue $ 683,430 $ 768,179 $ 2,043,798 $ 2,139,545 For the Three Months Ended June 30, For the Nine Months Ended June 30, 2023 2022 2023 2022 Segment adjusted EBITDA: Home and Building Products $ 134,330 $ 119,847 $ 390,346 $ 280,618 Consumer and Professional Products 18,265 28,373 36,091 92,431 Segment adjusted EBITDA 152,595 148,220 426,437 373,049 Unallocated amounts, excluding depreciation * (13,982) (13,405) (42,388) (39,724) Adjusted EBITDA 138,613 134,815 384,049 333,325 Net interest expense (25,207) (23,961) (74,394) (60,985) Depreciation and amortization (15,669) (17,688) (50,036) (47,021) Debt extinguishment, net — (5,287) — (5,287) Gain on sale of building — — 10,852 — Strategic review - retention and other (5,812) (3,220) (20,234) (3,220) Proxy expenses (568) — (2,685) (6,952) Acquisition costs — — — (9,303) Restructuring charges (3,862) (5,909) (82,196) (12,391) Intangible asset impairment — — (100,000) — Special dividend ESOP charges (9,042) — (9,042) — Fair value step-up of acquired inventory sold — (2,700) — (5,401) Income before taxes from continuing operations $ 78,453 $ 76,050 $ 56,314 $ 182,765 * Unallocated amounts typically include general corporate expenses not attributable to a reportable segment. For the Three Months Ended June 30, For the Nine Months Ended June 30, DEPRECIATION and AMORTIZATION 2023 2022 2023 2022 Segment: Home and Building Products $ 3,868 $ 4,116 $ 11,525 $ 12,778 Consumer and Professional Products 11,661 13,434 38,091 33,831 Total segment depreciation and amortization 15,529 17,550 49,616 46,609 Corporate 140 138 420 412 Total consolidated depreciation and amortization $ 15,669 $ 17,688 $ 50,036 $ 47,021 CAPITAL EXPENDITURES Segment: Home and Building Products $ 4,620 $ 2,891 $ 10,293 $ 8,643 Consumer and Professional Products 3,726 8,558 9,858 24,742 Total segment 8,346 11,449 20,151 33,385 Corporate — 37 32 131 Total consolidated capital expenditures $ 8,346 $ 11,486 $ 20,183 $ 33,516 ASSETS At June 30, 2023 At September 30, 2022 Segment assets: Home and Building Products $ 702,328 $ 737,860 Consumer and Professional Products 1,674,453 1,914,529 Total segment assets 2,376,781 2,652,389 Corporate 189,309 158,310 Total continuing assets 2,566,090 2,810,699 Discontinued operations 5,125 5,775 Consolidated total $ 2,571,215 $ 2,816,474 |
Summary of Disaggregation of Revenue by End Market and Segment | The following table presents revenue disaggregated by end market and segment: For the Three Months Ended June 30, For the Nine Months Ended June 30, 2023 2022 2023 2022 Residential repair and remodel $ 186,554 $ 194,526 $ 562,433 $ 511,988 Commercial 179,054 167,173 524,811 455,338 Residential new construction 35,534 43,846 107,130 115,400 Total Home and Building Products 401,142 405,545 1,194,374 1,082,726 Residential repair and remodel 107,276 139,126 292,385 292,516 Retail 63,560 99,284 229,960 382,202 Residential new construction 12,600 11,387 36,785 33,733 Industrial 22,204 24,748 58,380 57,122 International excluding North America 76,648 88,089 231,914 291,246 Total Consumer and Professional Products 282,288 362,634 849,424 1,056,819 Total Consolidated Revenue $ 683,430 $ 768,179 $ 2,043,798 $ 2,139,545 The following table presents revenue disaggregated by geography based on the location of the Company's customer: For the Three Months Ended June 30, 2023 2022 HBP CPP Total HBP CPP Total United States $ 382,295 $ 195,132 $ 577,427 $ 384,265 $ 248,068 $ 632,333 Europe — 19,792 19,792 7 31,113 31,120 Canada 16,576 12,955 29,531 15,683 19,592 35,275 Australia — 49,548 49,548 — 55,142 55,142 All other countries 2,271 4,861 7,132 5,590 8,719 14,309 Consolidated revenue $ 401,142 $ 282,288 $ 683,430 $ 405,545 $ 362,634 $ 768,179 For the Nine Months Ended June 30, 2023 2022 HBP CPP Total HBP CPP Total United States $ 1,139,936 $ 561,184 $ 1,701,120 $ 1,031,650 $ 677,714 $ 1,709,364 Europe 16 43,558 43,574 51 96,226 96,277 Canada 47,337 57,641 104,978 41,574 73,249 114,823 Australia — 172,350 172,350 — 191,679 191,679 All other countries 7,085 14,691 21,776 9,451 17,951 27,402 Consolidated revenue $ 1,194,374 $ 849,424 $ 2,043,798 $ 1,082,726 $ 1,056,819 $ 2,139,545 |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Retirement Benefits [Abstract] | |
Summary of Defined Benefit Plans Included in Other Income | Defined benefit pension expense (income) included in Other Income (Expense), net was as follows: Three Months Ended June 30, Nine Months Ended June 30, 2023 2022 2023 2022 Interest cost $ 1,826 $ 943 $ 5,477 $ 2,650 Expected return on plan assets (2,553) (2,905) (7,660) (8,329) Amortization: Recognized actuarial loss 944 844 2,833 2,534 Net periodic expense (income) $ 217 $ (1,118) $ 650 $ (3,145) |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures | The following amounts related to Telephonics have been segregated from Griffon's continuing operations and are reported as a discontinued operation: For the Three Months Ended June 30, 2022 For the Nine Months Ended June 30, 2022 Revenue $ 50,795 $ 161,061 Cost of goods and services 39,059 125,208 Gross profit 11,736 35,853 Selling, general and administrative expenses 6,114 26,423 Income from discontinued operations 5,622 9,430 Other income (expense): Interest income, net — 2 Gain on sale of business 108,949 108,949 Other, net (1,114) (604) Total other income (expense) 107,835 108,347 Income from discontinued operations before taxes $ 113,457 $ 117,777 Provision for income taxes 25,952 20,149 Income from discontinued operations $ 87,505 $ 97,628 The following amounts summarize the total assets and liabilities related to Telephonics, Installation Services and other discontinued activities which have been segregated from Griffon’s continuing operations, and are reported as assets and liabilities of discontinued operations in the Condensed Consolidated Balance Sheets: At June 30, 2023 At September 30, 2022 Assets of discontinued operations: Prepaid and other current assets $ 984 $ 1,189 Other long-term assets 4,141 4,586 Total assets of discontinued operations $ 5,125 $ 5,775 Liabilities of discontinued operations: Accrued liabilities, current $ 7,260 $ 12,656 Other long-term liabilities 5,650 4,262 Total liabilities of discontinued operations $ 12,910 $ 16,918 |
RESTRUCTURING CHARGES (Tables)
RESTRUCTURING CHARGES (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Summary of the Restructuring and Other Related Charges | A summary of the restructuring and other related charges included in Cost of goods and services and SG&A expenses in the Company's Condensed Consolidated Statements of Operations were as follows: For the Three Months Ended June 30, For the Nine Months Ended June 30, 2023 2022 2023 2022 Cost of goods and services $ 1,777 $ 2,441 $ 76,422 $ 5,218 Selling, general and administrative expenses 2,085 3,468 5,774 7,173 Total restructuring charges $ 3,862 $ 5,909 $ 82,196 $ 12,391 For the Three Months Ended June 30, For the Nine Months Ended June 30, 2023 2022 2023 2022 Personnel related costs $ 2,234 $ 1,613 $ 10,284 $ 3,751 Facilities, exit costs and other 1,628 3,857 12,794 6,146 Non-cash facility and other — 439 59,118 2,494 Total $ 3,862 $ 5,909 $ 82,196 $ 12,391 |
Summary of Accrued Liability for the Restructuring and Related Charges | The following tables summarizes the accrued liabilities of the Company's restructuring actions for the nine months ended June 30, 2023 and 2022: Cash Charges Non-Cash Personnel related costs Facilities & Facility and Other Costs (1) Total Accrued liability at September 30, 2021 $ 418 $ 264 $ — $ 682 Q1 Restructuring charges 260 1,167 289 1,716 Q1 Cash payments (275) (1,167) — (1,442) Q1 Non-cash charges — — (289) (289) Accrued liability at December 31, 2021 $ 403 $ 264 $ — $ 667 Q2 Restructuring charges 1,878 1,122 1,766 4,766 Q2 Cash payments (1,883) (1,122) — (3,005) Q2 Non-cash charges — — (1,766) (1,766) Accrued liability at March 31, 2022 $ 398 $ 264 $ — $ 662 Q3 Restructuring charges 1,613 3,857 439 5,909 Q3 Cash payments (1,619) (3,857) — (5,476) Q3 Non-cash charges — — (439) (439) Accrued liability at June 30, 2022 $ 392 $ 264 $ — $ 656 ___________________ (1) Non-cash charges in Facility and Other Costs primarily represent the non-cash write-off of certain long-lived assets and inventory that has no recoverable value in connection with certain facility closures. Cash Charges Non-Cash Personnel related costs Facilities & Facility and Other Costs (2) Total Accrued liability at September 30, 2022 $ 386 $ 264 $ — $ 650 Q1 Cash payments (74) (93) — (167) Accrued liability at December 31, 2022 $ 312 $ 171 $ — $ 483 Q2 Restructuring charges 8,050 11,166 59,118 78,334 Q2 Cash payments (244) (1,883) — (2,127) Q2 Non-cash charges — — (59,118) (59,118) Accrued liability at March 31, 2023 $ 8,118 $ 9,454 $ — $ 17,572 Q3 Restructuring charges 2,234 1,628 — 3,862 Q3 Cash payments (579) (4,245) — (4,824) Accrued liability at June 30, 2023 $ 9,773 $ 6,837 $ — $ 16,610 ___________________ (2) Non-cash charges in Facility and Other Costs represent the non-cash impairment charges related to certain fixed assets at several manufacturing sights and to adjust inventory to net realizable value. |
WARRANTY LIABILITY (Tables)
WARRANTY LIABILITY (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Product Warranties Disclosures [Abstract] | |
Summary of Changes in Warranty Liability, Included in Accrued Liabilities | Changes in Griffon’s warranty liability for the three and nine months ended June 30, 2023 and 2022 were as follows: Three Months Ended June 30, Nine Months Ended June 30, 2023 2022 2023 2022 Balance, beginning of period $ 21,341 $ 19,197 $ 18,026 $ 7,818 Warranties issued and changes in estimated pre-existing warranties 4,999 5,119 16,079 14,368 Actual warranty costs incurred (3,402) (4,937) (11,167) (10,399) Other warranty liabilities assumed from acquisitions — — — 7,592 Balance, end of period $ 22,938 $ 19,379 $ 22,938 $ 19,379 |
OTHER COMPREHENSIVE INCOME (L_2
OTHER COMPREHENSIVE INCOME (LOSS) (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Other Comprehensive Income (Loss), Net of Tax, Alternative [Abstract] | |
Summary of Comprehensive Income (Loss) | The amounts recognized in other comprehensive income (loss) were as follows: For the Three Months Ended June 30, 2023 2022 Pre-tax Tax Net of tax Pre-tax Tax Net of tax Foreign currency translation adjustments $ 2,309 $ — $ 2,309 $ (17,823) $ — $ (17,823) Pension and other defined benefit plans 943 (196) 747 1,511 (315) 1,196 Cash flow hedges (3,916) 1,175 (2,741) 3,500 (1,050) 2,450 Total other comprehensive income (loss) $ (664) $ 979 $ 315 $ (12,812) $ (1,365) $ (14,177) For the Nine Months Ended June 30, 2023 2022 Pre-tax Tax Net of tax Pre-tax Tax Net of tax Foreign currency translation adjustments $ 14,580 $ — $ 14,580 $ (14,093) $ — $ (14,093) Pension and other defined benefit plans 2,972 (617) 2,355 2,534 (530) 2,004 Cash flow hedges (2,555) 767 (1,788) 158 (48) 110 Total other comprehensive income (loss) $ 14,997 $ 150 $ 15,147 $ (11,401) $ (578) $ (11,979) The components of Accumulated other comprehensive income (loss) are as follows: At June 30, 2023 At September 30, 2022 Foreign currency translation adjustments $ (42,590) $ (57,170) Pension and other defined benefit plans (24,944) (27,299) Change in Cash flow hedges (57) 1,731 $ (67,591) $ (82,738) |
Reclassification from Accumulated Other Comprehensive Income (Loss) | Amounts reclassified from accumulated other comprehensive income (loss) to income were as follows: For the Three Months Ended June 30, For the Nine Months Ended June 30, Gain (Loss) 2023 2022 2023 2022 Pension amortization $ (944) $ (844) $ (2,833) $ (2,534) Cash flow hedges 641 716 1,654 3,633 Total gain (loss) $ (303) $ (128) $ (1,179) $ 1,099 Tax benefit (expense) 64 27 248 (230) Total $ (239) $ (101) $ (931) $ 869 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Components of Operating Lease Cost, Cash Flow Information, and Average Lease Terms and Discount Rates | Components of operating lease costs are as follows: For the Three Months Ended June 30, For the Nine Months Ended June 30, 2023 2022 2023 2022 Fixed $ 11,512 $ 13,021 $ 34,179 $ 32,674 Variable (a), (b) 2,067 2,742 8,085 6,278 Short-term (b) 2,201 1,741 6,249 4,576 Total $ 15,780 $ 17,504 $ 48,513 $ 43,528 (a) Primarily relates to common-area maintenance and property taxes. (b) Not recorded on the balance sheet. Supplemental cash flow information were as follows: For the Nine Months Ended June 30, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 30,163 $ 34,759 Financing cash flows from finance leases 1,673 1,936 Total $ 31,836 $ 36,695 Average lease terms and discount rates at June 30, 2023 were as follows: Weighted-average remaining lease term (years): Operating leases 8.1 Finance Leases 6.8 Weighted-average discount rate: Operating Leases 5.84 % Finance Leases 5.56 % |
Supplemental Condensed Consolidated Balance Sheet Information | Supplemental Condensed Consolidated Balance Sheet information related to leases were as follows: June 30, 2023 September 30, 2022 Operating Leases: Right of use assets: Operating right-of-use assets $ 174,187 $ 183,398 Lease Liabilities: Current portion of operating lease liabilities $ 29,637 $ 31,680 Long-term operating lease liabilities 154,608 159,414 Total operating lease liabilities $ 184,245 $ 191,094 Finance Leases: Property, plant and equipment, net (1) $ 12,340 $ 13,696 Lease Liabilities: Notes payable and current portion of long-term debt $ 1,824 $ 2,065 Long-term debt, net 10,841 11,995 Total financing lease liabilities $ 12,665 $ 14,060 (1) Finance lease assets are recorded net of accumulated depreciation of $6,528 and $4,972 as of June 30, 2023 and September 30, 2022, respectively. |
Aggregate Future Maturities of Lease Payments for Operating Leases | The aggregate future maturities of lease payments for operating leases and finance leases as of June 30, 2023 are as follows (in thousands): Operating Leases Finance Leases 2023 (a) $ 10,405 $ 660 2024 38,331 2,380 2025 35,672 2,199 2026 26,718 2,140 2027 22,103 2,078 2028 17,905 2,074 Thereafter 83,454 3,628 Total lease payments $ 234,588 $ 15,159 Less: Imputed Interest (50,343) (2,494) Present value of lease liabilities $ 184,245 $ 12,665 (a) Excluding the nine months ended June 30, 2023. |
Aggregate Future Maturities of Lease Payments for Finance Leases | The aggregate future maturities of lease payments for operating leases and finance leases as of June 30, 2023 are as follows (in thousands): Operating Leases Finance Leases 2023 (a) $ 10,405 $ 660 2024 38,331 2,380 2025 35,672 2,199 2026 26,718 2,140 2027 22,103 2,078 2028 17,905 2,074 Thereafter 83,454 3,628 Total lease payments $ 234,588 $ 15,159 Less: Imputed Interest (50,343) (2,494) Present value of lease liabilities $ 184,245 $ 12,665 (a) Excluding the nine months ended June 30, 2023. |
DESCRIPTION OF BUSINESS AND B_3
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details) $ in Thousands | 9 Months Ended | ||
Jun. 27, 2022 USD ($) | Jan. 24, 2022 USD ($) | Jun. 30, 2023 segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Number of reportable segments | segment | 2 | ||
Business Acquisition [Line Items] | |||
Number of reportable segments | segment | 2 | ||
Discontinued Operations, Disposed of by Sale | Telephonics Corporation | |||
Business Acquisition [Line Items] | |||
Proceeds from divestiture of businesses | $ 330,000 | ||
Term Loan B due 2029 | Term Loan | |||
Business Acquisition [Line Items] | |||
Face amount | $ 800,000 | ||
Debt instrument, term | 7 years | ||
Hunter Fan Company | |||
Business Acquisition [Line Items] | |||
Business combination, consideration transferred | $ 845,000 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended |
Jun. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) $ / shares | |
Designated as Hedging Instrument | Australian Dollar Forward Contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset, notional amount | $ 18,000 | $ 18,000 |
Contracts weighted average rate price (in dollars per share) | $ / shares | $ 1.45 | |
Deferred gain (loss) from currency translation included in AOCI | 757 | $ 757 |
Deferred gain (loss) from currency translation included in AOCI, net of tax | 530 | 530 |
Designated as Hedging Instrument | Australian Dollar Forward Contracts | Cost of goods and services | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Gain (loss) reclassified for settled contracts | 882 | $ 3,298 |
Designated as Hedging Instrument | Australian Dollar Forward Contracts | Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign currency contracts duration | 30 days | |
Designated as Hedging Instrument | Australian Dollar Forward Contracts | Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign currency contracts duration | 89 days | |
Designated as Hedging Instrument | Chinese Yuan Forward Contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset, notional amount | 55,500 | $ 55,500 |
Contracts weighted average rate price (in dollars per share) | $ / shares | $ 6.95 | |
Deferred gain (loss) from currency translation included in AOCI | (1,672) | $ (1,672) |
Deferred gain (loss) from currency translation included in AOCI, net of tax | (1,220) | (1,220) |
Designated as Hedging Instrument | Chinese Yuan Forward Contracts | Cost of goods and services | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Gain (loss) reclassified for settled contracts | (241) | $ (1,644) |
Designated as Hedging Instrument | Chinese Yuan Forward Contracts | Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign currency contracts duration | 5 days | |
Designated as Hedging Instrument | Chinese Yuan Forward Contracts | Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign currency contracts duration | 392 days | |
Not Designated as Hedging Instrument | Canadian Dollar Forward Contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset, notional amount | $ 5,800 | $ 5,800 |
Derivative, average forward exchange rate | 1.33 | 1.33 |
Not Designated as Hedging Instrument | Canadian Dollar Forward Contracts | Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign currency contracts duration | 5 days | |
Not Designated as Hedging Instrument | Canadian Dollar Forward Contracts | Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign currency contracts duration | 447 days | |
Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Insurance contracts fair value | $ 3,697 | $ 3,697 |
Fair Value, Inputs, Level 2 | Not Designated as Hedging Instrument | Canadian Dollar Forward Contracts | Other income | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Gain (loss) on foreign currency derivative instruments not designated as hedging instruments | (116) | (4) |
Realized gains (losses) | 51 | 317 |
Senior notes due 2028 | Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Senior note, fair value disclosure | 904,104 | 904,104 |
Term Loan B due 2029 | Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Senior note, fair value disclosure | $ 487,550 | $ 487,550 |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Jan. 24, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 327,864 | $ 327,864 | $ 335,790 | |||
Business acquisition, tax rate used to calculate pro forma amount | 25.70% | |||||
Acquisition costs | $ 0 | $ 0 | 0 | $ 9,303 | ||
Hunter Fan Company | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, tax rate used to calculate pro forma amount | 27.10% | |||||
Term Loan B due 2029 | Term Loan | ||||||
Business Acquisition [Line Items] | ||||||
Face amount | $ 800,000 | |||||
Debt instrument, term | 7 years | |||||
Hunter Fan Company | ||||||
Business Acquisition [Line Items] | ||||||
Business combination, consideration transferred | $ 845,000 | |||||
Revenue from acquiree | 218,105 | |||||
Segment adjusted EBITDA from acquiree | $ 41,746 | |||||
Goodwill | 250,711 | |||||
Intangible assets | $ 616,000 |
ACQUISITIONS - Schedule of Pro
ACQUISITIONS - Schedule of Pro Forma Information (Details) - Hunter Fan Company $ in Thousands | 9 Months Ended |
Jun. 30, 2022 USD ($) | |
Business Acquisition [Line Items] | |
Revenue | $ 2,230,056 |
Income from continuing operations | $ 127,299 |
ACQUISITIONS - Schedule of Asse
ACQUISITIONS - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Sep. 30, 2022 | Jan. 24, 2022 |
Business Acquisition [Line Items] | |||
Goodwill | $ 327,864 | $ 335,790 | |
Hunter Fan Company | |||
Business Acquisition [Line Items] | |||
Accounts receivable | $ 64,602 | ||
Inventories | 110,299 | ||
Other current assets | 7,940 | ||
Property, plant and equipment | 15,007 | ||
Operating lease right-of-use assets | 12,447 | ||
Goodwill | 250,711 | ||
Intangible assets | 616,000 | ||
Total assets acquired | 1,077,006 | ||
Accounts payable and accrued liabilities | 70,039 | ||
Current portion of operating lease liabilities | 3,323 | ||
Deferred tax liability | 139,219 | ||
Long-term operating lease liabilities | 9,123 | ||
Other long-term liabilities | 3,848 | ||
Total liabilities assumed | 225,552 | ||
Total net assets acquired | 851,454 | ||
Gross accounts receivable | 67,201 | ||
Allowance for accounts receivable | 2,599 | ||
Gross inventory | 113,287 | ||
Inventory reserves | $ 2,988 |
ACQUISITIONS - Summary of Goodw
ACQUISITIONS - Summary of Goodwill and Intangible Asset Classifications (Details) - USD ($) $ in Thousands | Jan. 24, 2022 | Jun. 30, 2023 | Sep. 30, 2022 |
Business Acquisition [Line Items] | |||
Goodwill | $ 327,864 | $ 335,790 | |
Hunter Fan Company | |||
Business Acquisition [Line Items] | |||
Goodwill | $ 250,711 | ||
Indefinite-lived intangibles (Hunter and Casablanca brands) | 356,000 | ||
Definite-lived intangibles (Customer relationships) | 260,000 | ||
Total goodwill and intangible assets | $ 866,711 | ||
Definite-lived intangibles, average life | 20 years |
INVENTORIES - Summary of Invent
INVENTORIES - Summary of Inventories Stated at Lower Cost (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Sep. 30, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 160,071 | $ 173,520 |
Work in process | 34,572 | 50,963 |
Finished goods | 360,315 | 444,710 |
Total | $ 554,958 | $ 669,193 |
INVENTORIES - Narrative (Detail
INVENTORIES - Narrative (Details) $ in Thousands | 9 Months Ended |
Jun. 30, 2023 USD ($) | |
Global Sourcing Strategy Expansion | Consumer and Professional Products | |
Restructuring Cost and Reserve [Line Items] | |
Inventory write down | $ 37,100 |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Summary of Property Plant and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Sep. 30, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | $ 635,968 | $ 706,961 |
Accumulated depreciation and amortization | (373,345) | (412,400) |
Total | 262,623 | 294,561 |
Land, building and building improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | 159,689 | 159,693 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | 439,989 | 511,779 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | $ 36,290 | $ 35,489 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization expense | $ 10,000 | $ 12,173 | $ 33,090 | $ 34,650 |
Selling, general and administrative expenses | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization expense | $ 4,404 | $ 4,578 | $ 13,289 | $ 12,234 |
CREDIT LOSSES (Details)
CREDIT LOSSES (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning Balance, October 1 | $ 12,137 | $ 8,787 |
Allowance for credit losses acquired | 0 | 2,599 |
Provision for expected credit losses | 2,732 | 2,430 |
Amounts written off charged against the allowance | (1,916) | (159) |
Other, primarily foreign currency translation | (437) | (116) |
Ending Balance, June 30 | $ 12,516 | $ 13,541 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLES - Summary of Changes in Carrying Value of Goodwill (Details) $ in Thousands | 9 Months Ended |
Jun. 30, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 335,790 |
Hunter Acquisition | (7,926) |
Goodwill, ending balance | 327,864 |
Consumer and Professional Products | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 144,537 |
Hunter Acquisition | (7,926) |
Goodwill, ending balance | 136,611 |
Home and Building Products | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 191,253 |
Hunter Acquisition | 0 |
Goodwill, ending balance | $ 191,253 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLES - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Intangible asset impairment | $ 0 | $ 100,000 | $ 0 | $ 100,000 | $ 0 |
Indefinite-lived intangible asset (excluding goodwill) impairment, net of tax | $ 74,256 | ||||
Carry amount of intangible assets related to foreign currency translation | 7,122 | ||||
Amortization expense | 5,669 | $ 5,514 | 16,946 | $ 12,371 | |
Estimated amortization expense, remainder of fiscal year | 4,839 | 4,839 | |||
Estimated amortization expense, year one | 21,305 | 21,305 | |||
Estimated amortization expense, year two | 21,305 | 21,305 | |||
Estimated amortization expense, year three | 21,305 | 21,305 | |||
Estimated amortization expense, year four | 21,305 | 21,305 | |||
Estimated amortization expense, year five | 21,305 | 21,305 | |||
Estimated amortization expense, thereafter | $ 236,311 | $ 236,311 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLES - Summary of Gross Carrying Value and Accumulated Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Sep. 30, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 459,780 | $ 456,411 |
Accumulated Amortization | 112,105 | 94,165 |
Trademarks | 303,421 | 399,668 |
Total intangible assets | 763,201 | 856,079 |
Customer relationships & other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 444,602 | 442,085 |
Accumulated Amortization | $ 108,510 | 91,143 |
Average Life (Years) | 23 years | |
Technology and patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 15,178 | 14,326 |
Accumulated Amortization | $ 3,595 | $ 3,022 |
Average Life (Years) | 13 years |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Provision (benefit) for income taxes | $ 29,248 | $ 23,268 | $ 20,662 | $ 55,119 |
Income before taxes from continuing operations | 78,453 | 76,050 | 56,314 | 182,765 |
Effective income tax rate reconciliation, adjustments related to strategic review cost, amount | 5,812 | 3,220 | 20,234 | 3,220 |
Effective income tax rate reconciliation, adjustments related to strategic review cost, net of tax | 4,378 | 2,416 | 15,258 | 2,416 |
Restructuring charges | 3,862 | 5,909 | 82,196 | 12,391 |
Restructuring charges, net of tax | 2,831 | 4,359 | 61,360 | 9,185 |
Effective income tax rate reconciliation, special dividend ESOP charges | 9,042 | 9,042 | ||
Effective income tax rate reconciliation, special dividend ESOP charges, net of tax | 6,936 | 6,936 | ||
Effective income tax rate reconciliation, acquired inventory sold | 2,700 | 5,401 | ||
Effective income tax rate reconciliation, acquired inventory sold, net of tax | 2,005 | 4,012 | ||
Effective income tax rate reconciliation, proxy contest cost | 568 | 2,685 | 6,952 | |
Effective income tax rate reconciliation, proxy contest cost, net of tax | 435 | 2,059 | 5,359 | |
Other tax expense (benefit) that affect comparability | $ 6,519 | 913 | $ (2,537) | (661) |
Effective income tax rate reconciliation, debt extinguishment loss | 5,287 | 5,287 | ||
Effective income tax rate reconciliation, debt extinguishment loss, net of tax | $ 4,022 | $ 4,022 | ||
Effective tax rate | 28.10% | 28.60% | 28.90% | 28.90% |
Effective income tax rate reconciliation, tax expense (benefit), disposition of assets | $ (10,852) | |||
Effective income tax rate reconciliation, tax expense (benefit), disposition of assets, net of tax | (8,323) | |||
Effective income tax rate reconciliation, impairment losses | 100,000 | |||
Effective income tax rate reconciliation, impairment losses, net of tax | $ 74,256 | |||
Effective income tax rate reconciliation, acquisition cost | $ 9,303 | |||
Effective income tax rate reconciliation, acquisition cost, net of tax | $ 8,149 |
LONG-TERM DEBT - Summary of Lon
LONG-TERM DEBT - Summary of Long-Term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Sep. 30, 2022 | Jun. 22, 2020 |
Debt Instrument [Line Items] | |||
Long-term debt, Outstanding Balance | $ 1,565,319 | $ 1,595,560 | |
less: Current portion, Outstanding Balance | (10,043) | (12,653) | |
Long-term debt, Outstanding Balance, Non-current | 1,555,276 | 1,582,907 | |
Original Issuer Premium/(Discount) | (786) | (878) | |
Capitalized Fees & Expenses | (18,075) | (21,031) | |
Long-term debt, Balance Sheet | 1,546,458 | 1,573,651 | |
less: Current portion, Balance Sheet | (10,043) | (12,653) | |
Long-term debt, Balance Sheet, Non-current | 1,536,415 | 1,560,998 | |
Senior notes due 2028 | |||
Debt Instrument [Line Items] | |||
Long-term debt, Outstanding Balance | 974,775 | 974,775 | |
Original Issuer Premium/(Discount) | 230 | 266 | |
Capitalized Fees & Expenses | (9,425) | (10,939) | |
Long-term debt, Balance Sheet | $ 965,580 | $ 964,102 | |
Coupon Interest Rate | 5.75% | 5.75% | 5.75% |
Term Loan B due 2029 | |||
Debt Instrument [Line Items] | |||
Long-term debt, Outstanding Balance | $ 490,000 | $ 496,000 | |
Original Issuer Premium/(Discount) | (1,016) | (1,144) | |
Capitalized Fees & Expenses | (7,769) | (8,823) | |
Long-term debt, Balance Sheet | 481,215 | 486,033 | |
Revolver due 2025 | |||
Debt Instrument [Line Items] | |||
Long-term debt, Outstanding Balance | 86,705 | 97,328 | |
Original Issuer Premium/(Discount) | 0 | 0 | |
Capitalized Fees & Expenses | (859) | (1,227) | |
Long-term debt, Balance Sheet | 85,846 | 96,101 | |
Finance lease - real estate | |||
Debt Instrument [Line Items] | |||
Long-term debt, Outstanding Balance | 12,056 | 13,091 | |
Original Issuer Premium/(Discount) | 0 | 0 | |
Capitalized Fees & Expenses | 0 | 0 | |
Long-term debt, Balance Sheet | 12,056 | 13,091 | |
Non US lines of credit | |||
Debt Instrument [Line Items] | |||
Long-term debt, Outstanding Balance | 0 | 0 | |
Original Issuer Premium/(Discount) | 0 | 0 | |
Capitalized Fees & Expenses | (7) | (2) | |
Long-term debt, Balance Sheet | (7) | (2) | |
Non US term loans | |||
Debt Instrument [Line Items] | |||
Long-term debt, Outstanding Balance | 0 | 12,090 | |
Original Issuer Premium/(Discount) | 0 | 0 | |
Capitalized Fees & Expenses | 0 | (27) | |
Long-term debt, Balance Sheet | 0 | 12,063 | |
Other long term debt | |||
Debt Instrument [Line Items] | |||
Long-term debt, Outstanding Balance | 1,783 | 2,276 | |
Original Issuer Premium/(Discount) | 0 | 0 | |
Capitalized Fees & Expenses | (15) | (13) | |
Long-term debt, Balance Sheet | $ 1,768 | $ 2,263 |
LONG-TERM DEBT - Summary of Int
LONG-TERM DEBT - Summary of Interest Expense Incurred (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Debt Instrument [Line Items] | ||||
Cash Interest, Capitalized Interest | $ (38) | $ (76) | $ (49) | $ (230) |
Cash Interest | 24,619 | 22,835 | 72,100 | 58,358 |
Amort. Debt (Premium)/Discount | 31 | 49 | 93 | 55 |
Amort. Debt Issuance Costs & Other Fees | 991 | 1,138 | 2,975 | 2,698 |
Total Interest Expense | $ 25,641 | $ 24,022 | $ 75,168 | $ 61,111 |
Senior notes due 2028 | ||||
Debt Instrument [Line Items] | ||||
Effective Interest Rate | 6% | 6% | 6% | 6% |
Cash Interest, Including Amounts Capitalized | $ 14,013 | $ 14,340 | $ 42,037 | $ 43,090 |
Amort. Debt (Premium)/Discount | (12) | (12) | (36) | (36) |
Amort. Debt Issuance Costs & Other Fees | 505 | 516 | 1,515 | 1,552 |
Total Interest Expense | $ 14,506 | $ 14,844 | $ 43,516 | $ 44,606 |
Term Loan B due 2029 | ||||
Debt Instrument [Line Items] | ||||
Effective Interest Rate | 7.80% | 3.90% | 7.30% | 3.70% |
Cash Interest, Including Amounts Capitalized | $ 9,208 | $ 7,129 | $ 25,753 | $ 11,896 |
Amort. Debt (Premium)/Discount | 43 | 61 | 129 | 91 |
Amort. Debt Issuance Costs & Other Fees | 351 | 485 | 1,054 | 717 |
Total Interest Expense | 9,602 | 7,675 | 26,936 | 12,704 |
Revolver due 2025 | ||||
Debt Instrument [Line Items] | ||||
Cash Interest, Including Amounts Capitalized | 905 | 1,056 | 2,922 | 2,307 |
Amort. Debt (Premium)/Discount | 0 | 0 | 0 | 0 |
Amort. Debt Issuance Costs & Other Fees | 123 | 123 | 368 | 368 |
Total Interest Expense | $ 1,028 | $ 1,179 | $ 3,290 | $ 2,675 |
Finance lease - real estate | ||||
Debt Instrument [Line Items] | ||||
Effective Interest Rate | 5.60% | 5.60% | 5.60% | 5.60% |
Cash Interest, Including Amounts Capitalized | $ 168 | $ 187 | $ 520 | $ 577 |
Amort. Debt (Premium)/Discount | 0 | 0 | 0 | 0 |
Amort. Debt Issuance Costs & Other Fees | 0 | 0 | 0 | 4 |
Total Interest Expense | 168 | 187 | 520 | 581 |
Non US lines of credit | ||||
Debt Instrument [Line Items] | ||||
Cash Interest, Including Amounts Capitalized | 259 | 4 | 619 | 14 |
Amort. Debt (Premium)/Discount | 0 | 0 | 0 | 0 |
Amort. Debt Issuance Costs & Other Fees | 12 | 5 | 37 | 12 |
Total Interest Expense | 271 | 9 | 656 | 26 |
Non US term loans | ||||
Debt Instrument [Line Items] | ||||
Cash Interest, Including Amounts Capitalized | 0 | 141 | 0 | 492 |
Amort. Debt (Premium)/Discount | 0 | 0 | 0 | 0 |
Amort. Debt Issuance Costs & Other Fees | 0 | 9 | 0 | 44 |
Total Interest Expense | 0 | 150 | 0 | 536 |
Other long term debt | ||||
Debt Instrument [Line Items] | ||||
Cash Interest, Including Amounts Capitalized | 104 | 54 | 298 | 212 |
Amort. Debt (Premium)/Discount | 0 | 0 | 0 | 0 |
Amort. Debt Issuance Costs & Other Fees | 0 | 0 | 1 | 1 |
Total Interest Expense | $ 104 | $ 54 | $ 299 | $ 213 |
LONG-TERM DEBT - Narrative (Det
LONG-TERM DEBT - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||
Jun. 30, 2023 USD ($) | Jun. 30, 2023 GBP (£) | Dec. 31, 2022 | Jan. 24, 2022 USD ($) | Jul. 31, 2018 GBP (£) | Jul. 31, 2016 AUD ($) | Nov. 30, 2012 | Jun. 30, 2023 USD ($) | Jun. 30, 2023 AUD ($) | Dec. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 | Dec. 31, 2020 USD ($) | Aug. 01, 2023 USD ($) | Jul. 31, 2023 USD ($) | Jun. 30, 2023 CAD ($) | Jun. 30, 2023 AUD ($) | Jun. 30, 2023 GBP (£) | Mar. 01, 2023 AUD ($) | Feb. 28, 2023 AUD ($) | Sep. 30, 2022 USD ($) | Dec. 09, 2021 USD ($) | Dec. 30, 2020 USD ($) | Aug. 03, 2020 USD ($) | Jun. 22, 2020 | |
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Repurchase of debt instrument, discount rate | 91.82% | 91.82% | 91.82% | 91.82% | 91.82% | 91.82% | |||||||||||||||||||||
Debt outstanding | $ 1,565,319,000 | $ 1,565,319,000 | $ 1,565,319,000 | $ 1,595,560,000 | |||||||||||||||||||||||
Basis spread on variable rate | 1.30% | ||||||||||||||||||||||||||
Gain (loss) on extinguishment of debt | 0 | $ (5,287,000) | 0 | $ (5,287,000) | |||||||||||||||||||||||
Long-term debt | $ 1,546,458,000 | $ 1,546,458,000 | $ 1,546,458,000 | $ 1,573,651,000 | |||||||||||||||||||||||
Ocala, Florida | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Lessee, finance Lease, discount rate | 5.60% | 5.60% | 5.60% | 5.60% | 5.60% | 5.60% | |||||||||||||||||||||
Lease renewal term | 5 years | 5 years | 5 years | 5 years | 5 years | 5 years | |||||||||||||||||||||
Troy, Ohio | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Lessee, finance Lease, discount rate | 5% | 5% | 5% | 5% | 5% | 5% | |||||||||||||||||||||
Lessee, finance lease buyout amount | $ 1 | $ 1 | $ 1 | ||||||||||||||||||||||||
Revolver due 2025 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Maximum borrowing capacity | $ 400,000,000 | ||||||||||||||||||||||||||
Maximum percentage of equity interest of subsidiaries borrowings guaranteed | 65% | ||||||||||||||||||||||||||
Outstanding standby letters of credit | 12,802,000 | 12,802,000 | 12,802,000 | ||||||||||||||||||||||||
Remaining borrowing capacity | $ 300,493,000 | $ 300,493,000 | $ 300,493,000 | ||||||||||||||||||||||||
Revolver due 2025 | Subsequent Event | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Maximum borrowing capacity | $ 500,000,000 | $ 400,000,000 | |||||||||||||||||||||||||
Revolver due 2025 | Letter of Credit Subfacility | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Maximum borrowing capacity | $ 100,000,000 | ||||||||||||||||||||||||||
Revolver due 2025 | Letter of Credit Subfacility | Subsequent Event | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Maximum borrowing capacity | 125,000,000 | ||||||||||||||||||||||||||
Revolver due 2025 | Multicurrency Subfacility | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Maximum borrowing capacity | 200,000,000 | ||||||||||||||||||||||||||
Line of credit facility, incremental minimum borrowing amount | $ 375,000,000 | ||||||||||||||||||||||||||
Revolver due 2025 | Multicurrency Subfacility | Subsequent Event | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Line of credit facility, incremental minimum borrowing amount | $ 500,000,000 | ||||||||||||||||||||||||||
Revolver Due 2025, SOFR Loan | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 6.75% | 6.75% | 6.75% | 6.75% | 6.75% | 6.75% | |||||||||||||||||||||
Revolver Due 2025, SOFR Loan | Secured Overnight Financing Rate | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Basis spread on variable rate | 1.50% | ||||||||||||||||||||||||||
Revolver Due 2025, SONIA Loan | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 6.46% | 6.46% | 6.46% | 6.46% | 6.46% | 6.46% | |||||||||||||||||||||
Revolver Due 2025, SONIA Loan | SONIA | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Basis spread on variable rate | 1.50% | ||||||||||||||||||||||||||
Revolver Due 2025, Base Rate Loan | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 8.75% | 8.75% | 8.75% | 8.75% | 8.75% | 8.75% | |||||||||||||||||||||
Revolver Due 2025, Base Rate Loan | Base Rate | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Basis spread on variable rate | 0.50% | ||||||||||||||||||||||||||
Revolving Credit Facility | Ames UK | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Face amount | £ | £ 5,000 | ||||||||||||||||||||||||||
Debt outstanding | £ | £ 0 | ||||||||||||||||||||||||||
Long-term line of credit, revolver outstanding balance | $ 0 | $ 0 | $ 0 | ||||||||||||||||||||||||
Revolving Credit Facility | Northcote Holdings Pty. Ltd | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Maximum borrowing capacity | $ 20,000,000 | ||||||||||||||||||||||||||
Line of credit facility, cancelled | $ 20,000,000 | ||||||||||||||||||||||||||
Revolving Credit Facility | SONIA | Ames UK | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Basis spread on variable rate | 8.25% | ||||||||||||||||||||||||||
Revolving Credit Facility | Base Rate | Ames UK | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Basis spread on variable rate | 3.25% | ||||||||||||||||||||||||||
Term Loan | Ames UK | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Repayments of debt | $ 9,543,000 | £ 7,525,000 | |||||||||||||||||||||||||
Debt redeemed | £ | 14,000,000 | ||||||||||||||||||||||||||
Term Loan | Northcote Holdings Pty. Ltd | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Repayments of debt | $ 9,625,000 | ||||||||||||||||||||||||||
Long-term debt | 18,375,000 | ||||||||||||||||||||||||||
Receivables Purchase Facility | Northcote Holdings Pty. Ltd | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Maximum borrowing capacity | $ 15,000,000 | $ 30,000 | $ 15,000,000 | ||||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 5.39% | 5.39% | 5.39% | 5.39% | 5.39% | 5.39% | |||||||||||||||||||||
Remaining borrowing capacity | $ 19,878,000 | $ 19,878,000 | $ 19,878,000 | $ 30,000,000 | |||||||||||||||||||||||
Long-term line of credit | $ 0 | $ 0 | $ 0 | ||||||||||||||||||||||||
Receivables Purchase Facility | Bank Bill Swap Rate | Northcote Holdings Pty. Ltd | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Basis spread on variable rate | 1.25% | ||||||||||||||||||||||||||
Senior notes due 2028 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Face amount | $ 1,000,000,000 | ||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 5.75% | 5.75% | 5.75% | 5.75% | 5.75% | 5.75% | 5.75% | 5.75% | |||||||||||||||||||
Capitalized debt issuance costs | $ 16,448,000 | ||||||||||||||||||||||||||
Debt instrument, repurchased face amount | $ 25,225,000,000 | $ 25,225,000,000 | $ 25,225,000,000 | ||||||||||||||||||||||||
Debt instrument, repurchase amount | 23,161,000,000 | 23,161,000,000 | 23,161,000,000 | ||||||||||||||||||||||||
Gain on repurchase of debt instrument | 1,767,000 | ||||||||||||||||||||||||||
Gain (loss) on extinguishment of debt, before write off of debt issuance cost | 2,064,000 | ||||||||||||||||||||||||||
Write off of debt issuance costs | 297,000 | ||||||||||||||||||||||||||
Debt outstanding | 974,775,000 | 974,775,000 | 974,775,000 | $ 974,775,000 | |||||||||||||||||||||||
Debt issuance fees and expenses, net | 9,425,000 | 9,425,000 | 9,425,000 | ||||||||||||||||||||||||
Long-term debt | 965,580,000 | 965,580,000 | 965,580,000 | 964,102,000 | |||||||||||||||||||||||
Senior notes due 2028 | Fair Value, Inputs, Level 1 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Senior note, fair value disclosure | 904,104,000 | 904,104,000 | 904,104,000 | ||||||||||||||||||||||||
Senior notes due 2022 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Repayments of debt | $ 1,000,000,000 | ||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 5.25% | ||||||||||||||||||||||||||
Senior Notes | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Debt outstanding | 974,775,000 | 974,775,000 | 974,775,000 | ||||||||||||||||||||||||
Term Loan | Term Loan B due 2029 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Face amount | 800,000,000 | ||||||||||||||||||||||||||
Capitalized debt issuance costs | $ 15,466,000 | ||||||||||||||||||||||||||
Debt issuance fees and expenses, net | $ 7,769,000 | $ 7,769,000 | $ 7,769,000 | ||||||||||||||||||||||||
Secured overnight financing rate floor | 0.00005% | ||||||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 7.64% | 7.64% | 7.64% | 7.64% | 7.64% | 7.64% | |||||||||||||||||||||
Debt instrument, issuance price (in percentage) | 99.75% | ||||||||||||||||||||||||||
Debt instrument, periodic payment, principal | $ 2,000,000 | ||||||||||||||||||||||||||
Debt redeemed | $ 300,000,000 | ||||||||||||||||||||||||||
Gain (loss) on extinguishment of debt | (6,296,000) | ||||||||||||||||||||||||||
Write off of deferred debt issuance cost, underwriting and other fees | 5,575,000 | ||||||||||||||||||||||||||
Write off of deferred debt issuance cost, original issuer discount | 721,000 | ||||||||||||||||||||||||||
Term Loan | Term Loan B due 2029 | Secured Overnight Financing Rate | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Basis spread on variable rate | 0.00023% | ||||||||||||||||||||||||||
Term Loan B due 2029 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Debt outstanding | $ 490,000,000 | 490,000,000 | $ 490,000,000 | 496,000,000 | |||||||||||||||||||||||
Long-term debt | 481,215,000 | 481,215,000 | 481,215,000 | 486,033,000 | |||||||||||||||||||||||
Term Loan B due 2029 | Fair Value, Inputs, Level 1 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Senior note, fair value disclosure | 487,550,000 | 487,550,000 | 487,550,000 | ||||||||||||||||||||||||
Finance lease - real estate | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Debt outstanding | 12,056,000 | 12,056,000 | 12,056,000 | 13,091,000 | |||||||||||||||||||||||
Long-term debt | 12,056,000 | 12,056,000 | 12,056,000 | $ 13,091,000 | |||||||||||||||||||||||
Non US lines of credit | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Maximum borrowing capacity | $ 11,334,000 | $ 11,334,000 | $ 11,334,000 | $ 15,000 | |||||||||||||||||||||||
Non US lines of credit | CDOR | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Interest rate at period end | 6.57% | 6.57% | 6.57% | 6.57% | 6.57% | 6.57% | |||||||||||||||||||||
Non US lines of credit | Bankers Acceptance Rate | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Interest rate at period end | 6.32% | 6.32% | 6.32% | 6.32% | 6.32% | 6.32% | |||||||||||||||||||||
Mortgages | Ames UK | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Repayments of debt | $ 3,108,000 | 2,451,000 | |||||||||||||||||||||||||
Debt redeemed | £ | £ 4,000,000 |
SHAREHOLDERS' EQUITY AND EQUI_3
SHAREHOLDERS' EQUITY AND EQUITY COMPENSATION - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||
Aug. 02, 2023 $ / shares | Apr. 19, 2023 USD ($) $ / shares | Jun. 27, 2022 $ / shares | Feb. 17, 2022 shares | Jan. 30, 2020 shares | Jun. 30, 2023 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) executive $ / shares shares | Sep. 30, 2022 $ / shares | Jun. 30, 2022 $ / shares | Mar. 31, 2022 $ / shares | Dec. 31, 2021 $ / shares | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 $ / shares | Sep. 30, 2022 $ / shares | Apr. 18, 2023 USD ($) | Jan. 31, 2018 shares | |
Class of Stock [Line Items] | |||||||||||||||||
Common stock, dividends, per share, cash paid (in dollars per share) | $ / shares | $ 2.125 | $ 0.09 | $ 2.325 | $ 0.27 | $ 0.36 | ||||||||||||
Number of additional shares authorized for award (in shares) | 1,200,000 | ||||||||||||||||
Reissuance of shares in treasury for award under share-based payment arrangement (in shares) | 494,748 | ||||||||||||||||
Stock repurchase program, authorized amount, period income (decrease) | $ | $ 200,000 | ||||||||||||||||
Stock repurchase program, remaining authorized repurchase amount | $ | $ 257,955 | $ 172,594 | $ 172,594 | $ 57,955 | |||||||||||||
Stock repurchased during period (in shares) | 2,541,932 | 2,541,932 | |||||||||||||||
Stock repurchased during period | $ | $ 85,361 | $ 85,361 | |||||||||||||||
Stock repurchased during period, cost (in dollars per share) | $ / shares | $ 33.58 | $ 33.58 | |||||||||||||||
Stock repurchase program, exercise tax accrued | $ | $ 647 | $ 647 | |||||||||||||||
Restricted Stock Award | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Equity instruments other than options, grants in period (in shares) | 0 | 39,972 | 466,677 | ||||||||||||||
Shares paid for tax withholding for share based compensation (in shares) | 0 | 365,739 | |||||||||||||||
Shares paid for tax withholding for share based compensation, value | $ | $ 12,881 | ||||||||||||||||
Shares paid for tax withholding for share based compensation, value per share (in dollars per share) | $ / shares | $ 35.22 | ||||||||||||||||
Restricted Stock Award | Non-employees, directors | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Award vesting period | 1 year | ||||||||||||||||
Equity instruments other than options, granted in period, fair value | $ | $ 1,211 | ||||||||||||||||
Equity instruments other than options, grants in period, weighted average grant date fair value (in dollars per share) | $ / shares | $ 30.29 | ||||||||||||||||
Restricted Stock Award | Minimum | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Award vesting period | 3 years | ||||||||||||||||
Restricted Stock Award | Maximum | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Award vesting period | 4 years | ||||||||||||||||
Restricted Stock Subject to Performance Conditions | Executives and Key Employees | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Award vesting period | 36 months | ||||||||||||||||
Equity instruments other than options, grants in period (in shares) | 249,480 | ||||||||||||||||
Equity instruments other than options, granted in period, fair value | $ | $ 8,385 | ||||||||||||||||
Equity instruments other than options, grants in period, weighted average grant date fair value (in dollars per share) | $ / shares | $ 33.61 | ||||||||||||||||
Number of executive officers granted shares | executive | 44 | ||||||||||||||||
Restricted Stock Subject to Performance Conditions | Senior Executives | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Award vesting period | 36 months | ||||||||||||||||
Equity instruments other than options, grants in period (in shares) | 205,296 | ||||||||||||||||
Equity instruments other than options, granted in period, fair value | $ | $ 3,555 | ||||||||||||||||
Equity instruments other than options, grants in period, weighted average grant date fair value (in dollars per share) | $ / shares | $ 34.63 | ||||||||||||||||
Number of executive officers granted shares | executive | 2 | ||||||||||||||||
Award post-vesting holding period | 2 years | ||||||||||||||||
Restricted Stock Subject to Performance Conditions | Minimum | Senior Executives | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of shares to be vested if performance condition is attained (in shares) | 51,324 | ||||||||||||||||
Target number of shares to be vested if performance condition is attained (in shares) | 102,648 | ||||||||||||||||
Restricted Stock Subject to Performance Conditions | Maximum | Senior Executives | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of shares to be vested if performance condition is attained (in shares) | 205,296 | ||||||||||||||||
Restricted Stock Units | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Equity instruments other than options, grants in period (in shares) | 0 | ||||||||||||||||
Shares paid for tax withholding for share based compensation (in shares) | 3,066 | ||||||||||||||||
Shares paid for tax withholding for share based compensation, value | $ | $ 108 | ||||||||||||||||
Shares paid for tax withholding for share based compensation, value per share (in dollars per share) | $ / shares | $ 35.31 | ||||||||||||||||
Restricted Stock Units | Executives and Key Employees | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Equity instruments other than options, grants in period (in shares) | 11,901 | ||||||||||||||||
Restricted Stock Units | Minimum | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Award vesting period | 3 years | ||||||||||||||||
Restricted Stock Units | Maximum | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Award vesting period | 4 years | ||||||||||||||||
Incentive Plan | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of shares authorized for award (in shares) | 6,250,000 | 6,250,000 | 1,000,000 | ||||||||||||||
Number of additional shares authorized for award (in shares) | 1,700,000 | ||||||||||||||||
Share-based compensation arrangement by share-based payment award, expiration period | 10 years | ||||||||||||||||
Maximum percentage of exercise price at grant date fair value | 100% | ||||||||||||||||
Number of shares available for grant (in shares) | 328,473 | 328,473 | |||||||||||||||
Incentive Plan | Incentive Stock Options | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of shares authorized for award (in shares) | 600,000 | 600,000 | |||||||||||||||
Quarterly Dividend | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Common stock, dividends, per share, cash paid (in dollars per share) | $ / shares | $ 0.10 | $ 0.10 | $ 0.09 | $ 0.09 | $ 0.09 | $ 0.09 | |||||||||||
Dividends declared, amount per share (in dollars per share) | $ / shares | $ 0.125 | ||||||||||||||||
Quarterly Dividend | Subsequent Event | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Dividends declared, amount per share (in dollars per share) | $ / shares | $ 0.125 | ||||||||||||||||
Special Cash Dividends | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Dividends declared, amount per share (in dollars per share) | $ / shares | $ 2 | $ 2 |
SHAREHOLDERS' EQUITY AND EQUI_4
SHAREHOLDERS' EQUITY AND EQUITY COMPENSATION - Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | ||||
Restricted stock | $ 5,106 | $ 5,130 | $ 15,940 | $ 13,334 |
ESOP | 10,146 | 889 | 12,647 | 2,644 |
Total stock-based compensation | $ 15,252 | $ 6,019 | $ 28,587 | $ 15,978 |
EARNINGS PER SHARE (EPS) (Detai
EARNINGS PER SHARE (EPS) (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Common shares outstanding (in shares) | 54,663 | 57,064 | 54,663 | 57,064 |
Unallocated ESOP shares (in shares) | (565) | (1,396) | (565) | (1,396) |
Non-vested restricted stock (in shares) | (3,113) | (3,565) | (3,113) | (3,565) |
Impact of weighted average shares (in shares) | 1,319 | (369) | 1,655 | (576) |
Weighted average shares outstanding - basic (in shares) | 52,304 | 51,734 | 52,640 | 51,527 |
Incremental shares from stock based compensation (in shares) | 2,298 | 2,180 | 2,447 | 2,177 |
Weighted average shares outstanding - diluted (in shares) | 54,602 | 53,914 | 55,087 | 53,704 |
BUSINESS SEGMENTS - Narrative (
BUSINESS SEGMENTS - Narrative (Details) | 9 Months Ended |
Jun. 30, 2023 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
BUSINESS SEGMENTS - Summary of
BUSINESS SEGMENTS - Summary of Reportable Segments from Continuing Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 683,430 | $ 768,179 | $ 2,043,798 | $ 2,139,545 |
Home and Building Products | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 401,142 | 405,545 | 1,194,374 | 1,082,726 |
Consumer and Professional Products | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 282,288 | $ 362,634 | $ 849,424 | $ 1,056,819 |
BUSINESS SEGMENTS - Disaggregat
BUSINESS SEGMENTS - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 683,430 | $ 768,179 | $ 2,043,798 | $ 2,139,545 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 577,427 | 632,333 | 1,701,120 | 1,709,364 |
Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 19,792 | 31,120 | 43,574 | 96,277 |
Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 29,531 | 35,275 | 104,978 | 114,823 |
Australia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 49,548 | 55,142 | 172,350 | 191,679 |
All other countries | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 7,132 | 14,309 | 21,776 | 27,402 |
Consumer and Professional Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 282,288 | 362,634 | 849,424 | 1,056,819 |
Consumer and Professional Products | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 195,132 | 248,068 | 561,184 | 677,714 |
Consumer and Professional Products | Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 19,792 | 31,113 | 43,558 | 96,226 |
Consumer and Professional Products | Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 12,955 | 19,592 | 57,641 | 73,249 |
Consumer and Professional Products | Australia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 49,548 | 55,142 | 172,350 | 191,679 |
Consumer and Professional Products | All other countries | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 4,861 | 8,719 | 14,691 | 17,951 |
Consumer and Professional Products | Residential repair and remodel | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 107,276 | 139,126 | 292,385 | 292,516 |
Consumer and Professional Products | Residential new construction | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 12,600 | 11,387 | 36,785 | 33,733 |
Consumer and Professional Products | Retail | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 63,560 | 99,284 | 229,960 | 382,202 |
Consumer and Professional Products | Industrial | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 22,204 | 24,748 | 58,380 | 57,122 |
Consumer and Professional Products | International excluding North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 76,648 | 88,089 | 231,914 | 291,246 |
Home and Building Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 401,142 | 405,545 | 1,194,374 | 1,082,726 |
Home and Building Products | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 382,295 | 384,265 | 1,139,936 | 1,031,650 |
Home and Building Products | Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 7 | 16 | 51 |
Home and Building Products | Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 16,576 | 15,683 | 47,337 | 41,574 |
Home and Building Products | Australia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Home and Building Products | All other countries | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 2,271 | 5,590 | 7,085 | 9,451 |
Home and Building Products | Residential repair and remodel | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 186,554 | 194,526 | 562,433 | 511,988 |
Home and Building Products | Commercial | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 179,054 | 167,173 | 524,811 | 455,338 |
Home and Building Products | Residential new construction | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 35,534 | $ 43,846 | $ 107,130 | $ 115,400 |
BUSINESS SEGMENTS - Segment EBI
BUSINESS SEGMENTS - Segment EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting Information [Line Items] | |||||
Adjusted EBITDA | $ 138,613 | $ 134,815 | $ 384,049 | $ 333,325 | |
Segment adjusted EBITDA | 152,595 | 148,220 | 426,437 | 373,049 | |
Depreciation and amortization | (15,669) | (17,688) | (50,036) | (47,021) | |
Debt extinguishment, net | 0 | (5,287) | 0 | (5,287) | |
Gain on sale of building | 0 | 0 | 10,852 | 0 | |
Intangible asset impairment | 0 | $ (100,000) | 0 | (100,000) | 0 |
Fair value step-up of acquired inventory sold | 0 | (5,401) | |||
Income before taxes from continuing operations | 78,453 | 76,050 | 56,314 | 182,765 | |
Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Depreciation and amortization | (15,529) | (17,550) | (49,616) | (46,609) | |
Operating Segments | Home and Building Products | |||||
Segment Reporting Information [Line Items] | |||||
Adjusted EBITDA | 134,330 | 119,847 | 390,346 | 280,618 | |
Depreciation and amortization | (3,868) | (4,116) | (11,525) | (12,778) | |
Operating Segments | Consumer and Professional Products | |||||
Segment Reporting Information [Line Items] | |||||
Adjusted EBITDA | 18,265 | 28,373 | 36,091 | 92,431 | |
Depreciation and amortization | (11,661) | (13,434) | (38,091) | (33,831) | |
Segment Reconciling Items | |||||
Segment Reporting Information [Line Items] | |||||
Unallocated amounts, excluding depreciation | (13,982) | (13,405) | (42,388) | (39,724) | |
Net interest expense | (25,207) | (23,961) | (74,394) | (60,985) | |
Depreciation and amortization | (15,669) | (17,688) | (50,036) | (47,021) | |
Debt extinguishment, net | 0 | (5,287) | 0 | (5,287) | |
Gain on sale of building | 0 | 0 | 10,852 | 0 | |
Strategic review - retention and other | 5,812 | 3,220 | 20,234 | 3,220 | |
Proxy expenses | (568) | 0 | (2,685) | (6,952) | |
Acquisition costs | 0 | 0 | 0 | (9,303) | |
Restructuring charges | (3,862) | (5,909) | (82,196) | (12,391) | |
Intangible asset impairment | 0 | 0 | (100,000) | 0 | |
Special dividend ESOP charges | (9,042) | 0 | (9,042) | 0 | |
Fair value step-up of acquired inventory sold | $ 0 | $ (2,700) | $ 0 | $ (5,401) |
BUSINESS SEGMENTS - Depreciatio
BUSINESS SEGMENTS - Depreciation, Amortization and Capital Expenditures (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
DEPRECIATION and AMORTIZATION | $ 15,669 | $ 17,688 | $ 50,036 | $ 47,021 |
CAPITAL EXPENDITURES | 8,346 | 11,486 | 20,183 | 33,516 |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
DEPRECIATION and AMORTIZATION | 15,529 | 17,550 | 49,616 | 46,609 |
CAPITAL EXPENDITURES | 8,346 | 11,449 | 20,151 | 33,385 |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
DEPRECIATION and AMORTIZATION | 140 | 138 | 420 | 412 |
CAPITAL EXPENDITURES | 0 | 37 | 32 | 131 |
Home and Building Products | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
DEPRECIATION and AMORTIZATION | 3,868 | 4,116 | 11,525 | 12,778 |
CAPITAL EXPENDITURES | 4,620 | 2,891 | 10,293 | 8,643 |
Consumer and Professional Products | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
DEPRECIATION and AMORTIZATION | 11,661 | 13,434 | 38,091 | 33,831 |
CAPITAL EXPENDITURES | $ 3,726 | $ 8,558 | $ 9,858 | $ 24,742 |
BUSINESS SEGMENTS - Summary o_2
BUSINESS SEGMENTS - Summary of Segment Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Sep. 30, 2022 |
Segment Reporting Information [Line Items] | ||
Continuing assets | $ 2,566,090 | $ 2,810,699 |
Total Assets | 2,571,215 | 2,816,474 |
Discontinued Operations | ||
Segment Reporting Information [Line Items] | ||
Discontinued operations | 5,125 | 5,775 |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Continuing assets | 2,376,781 | 2,652,389 |
Operating Segments | Home and Building Products | ||
Segment Reporting Information [Line Items] | ||
Continuing assets | 702,328 | 737,860 |
Operating Segments | Consumer and Professional Products | ||
Segment Reporting Information [Line Items] | ||
Continuing assets | 1,674,453 | 1,914,529 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Continuing assets | $ 189,309 | $ 158,310 |
EMPLOYEE BENEFIT PLANS (Details
EMPLOYEE BENEFIT PLANS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Retirement Benefits [Abstract] | ||||
Interest cost | $ 1,826 | $ 943 | $ 5,477 | $ 2,650 |
Expected return on plan assets | (2,553) | (2,905) | (7,660) | (8,329) |
Amortization: | ||||
Recognized actuarial loss | 944 | 844 | 2,833 | 2,534 |
Net periodic expense (income) | $ 217 | $ (1,118) | $ 650 | $ (3,145) |
DISCONTINUED OPERATIONS - Narra
DISCONTINUED OPERATIONS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 27, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | |
Discontinued Operations, Disposed of by Sale | Telephonics Corporation | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Proceeds from divestiture of businesses | $ 330,000 | ||||
Divestiture of business, post closing working capital adjustment | $ 2,568 | ||||
Gain on sale of building | $ 107,517 | ||||
Gain on sale of business, net of tax | 89,241 | ||||
Discontinued Operations | Installation Services and Other Discontinued Activities | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Discontinued operation, insurance claims, warranty and environmental reserves | 8,357 | $ 8,072 | |||
Discontinued Operations | Defense Electronics | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Gain on sale of building | $ 108,949 | $ 108,949 | |||
Pro forma depreciation and amortization from Defense Electronics | 2,342 | 7,442 | |||
Revenue from disposed business | $ 50,795 | $ 161,061 | |||
Discontinued Operations | Telephonics Corporation | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Discontinued operation, post closing adjustments | $ 4,553 | $ 8,846 |
DISCONTINUED OPERATIONS - Incom
DISCONTINUED OPERATIONS - Income Statement Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Income from discontinued operations before taxes | $ 0 | $ 113,457 | $ 0 | $ 117,777 |
Provision for income taxes | $ 0 | 25,952 | $ 0 | 20,149 |
Defense Electronics | Discontinued Operations | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenue | 50,795 | 161,061 | ||
Cost of goods and services | 39,059 | 125,208 | ||
Gross profit | 11,736 | 35,853 | ||
Selling, general and administrative expenses | 6,114 | 26,423 | ||
Income from discontinued operations | 5,622 | 9,430 | ||
Interest income, net | 0 | 2 | ||
Gain on sale of business | 108,949 | 108,949 | ||
Other, net | (1,114) | (604) | ||
Total other income (expense) | 107,835 | 108,347 | ||
Income from discontinued operations before taxes | 113,457 | 117,777 | ||
Provision for income taxes | 25,952 | 20,149 | ||
Income from discontinued operations | $ 87,505 | $ 97,628 |
DISCONTINUED OPERATIONS - Balan
DISCONTINUED OPERATIONS - Balance Sheets Information of Installation Services and Other Discontinued Activities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Sep. 30, 2022 |
Assets of discontinued operations: | ||
Other long-term assets | $ 4,141 | $ 4,586 |
Discontinued Operations | ||
Assets of discontinued operations: | ||
Prepaid and other current assets | 984 | 1,189 |
Other long-term assets | 4,141 | 4,586 |
Total assets of discontinued operations | 5,125 | 5,775 |
Liabilities of discontinued operations: | ||
Accrued liabilities, current | 7,260 | 12,656 |
Other long-term liabilities | 5,650 | 4,262 |
Total liabilities of discontinued operations | $ 12,910 | $ 16,918 |
RESTRUCTURING CHARGES - Narrati
RESTRUCTURING CHARGES - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 20 Months Ended | 38 Months Ended | ||||||
Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2024 USD ($) ft² position | Dec. 31, 2022 USD ($) position | |
Restructuring Cost and Reserve [Line Items] | ||||||||||
Intangible asset impairment | $ 3,862 | $ 5,909 | $ 82,196 | $ 12,391 | ||||||
Payments for restructuring | 4,824 | $ 2,127 | $ 167 | 5,476 | $ 3,005 | $ 1,442 | ||||
Non-cash charges | 59,118 | 439 | 1,766 | 289 | ||||||
Global Sourcing Strategy Expansion | Consumer and Professional Products | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Payments for restructuring | 23,078 | |||||||||
Non-cash charges | 59,118 | |||||||||
Impairment charge, manufacturing assets | 22,018 | |||||||||
Inventory write down | 37,100 | |||||||||
Global Sourcing Strategy Expansion | Consumer and Professional Products | Subsequent Event | Forecast | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Restructuring and related cost, facility closing, area | ft² | 1,200,000 | |||||||||
Restructuring and related cost, facility closing, percentage | 15% | |||||||||
Reduction of headcount | position | 600 | |||||||||
Global Sourcing Strategy Expansion | Consumer and Professional Products | Subsequent Event | Forecast | Minimum | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Intangible asset impairment | $ 120,000 | |||||||||
Payments for restructuring | 50,000 | |||||||||
Non-cash charges | 70,000 | |||||||||
Global Sourcing Strategy Expansion | Consumer and Professional Products | Subsequent Event | Forecast | Maximum | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Intangible asset impairment | 130,000 | |||||||||
Payments for restructuring | 55,000 | |||||||||
Non-cash charges | 75,000 | |||||||||
Next-generation Business Platform | Consumer and Professional Products | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Reduction of headcount | position | 420 | |||||||||
Intangible asset impairment | $ 51,869 | |||||||||
Payments for restructuring | 9,897 | 35,691 | ||||||||
Non-cash charges | 2,494 | 16,178 | ||||||||
Impairment charge, manufacturing assets | 1,766 | |||||||||
Inventory write down | 728 | |||||||||
Capital investments | Global Sourcing Strategy Expansion | Consumer and Professional Products | Subsequent Event | Forecast | Minimum | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Payments to acquire productive assets | 3,000 | |||||||||
Capital investments | Global Sourcing Strategy Expansion | Consumer and Professional Products | Subsequent Event | Forecast | Maximum | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Payments to acquire productive assets | $ 5,000 | |||||||||
Capital investments | Next-generation Business Platform | Consumer and Professional Products | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Payments to acquire productive assets | 15,000 | |||||||||
Personnel related costs | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Intangible asset impairment | 2,234 | 1,613 | 10,284 | 3,751 | ||||||
Payments for restructuring | 579 | 244 | 74 | 1,619 | 1,883 | 275 | ||||
Non-cash charges | 0 | 0 | 0 | 0 | ||||||
Personnel related costs | Global Sourcing Strategy Expansion | Consumer and Professional Products | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Payments for restructuring | 10,284 | |||||||||
Personnel related costs | Next-generation Business Platform | Consumer and Professional Products | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Payments for restructuring | 3,751 | 12,934 | ||||||||
Facilities & Exit Costs | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Intangible asset impairment | 1,628 | 3,857 | 12,794 | 6,146 | ||||||
Payments for restructuring | $ 4,245 | 1,883 | $ 93 | 3,857 | 1,122 | 1,167 | ||||
Non-cash charges | $ 0 | $ 0 | $ 0 | $ 0 | ||||||
Facilities & Exit Costs | Global Sourcing Strategy Expansion | Consumer and Professional Products | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Payments for restructuring | $ 12,794 | |||||||||
Facilities & Exit Costs | Next-generation Business Platform | Consumer and Professional Products | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Payments for restructuring | $ 6,146 | $ 22,757 |
RESTRUCTURING CHARGES - Summary
RESTRUCTURING CHARGES - Summary of the Restructuring and Other Related Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
Intangible asset impairment | $ 3,862 | $ 5,909 | $ 82,196 | $ 12,391 |
Personnel related costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Intangible asset impairment | 2,234 | 1,613 | 10,284 | 3,751 |
Facilities, exit costs and other | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Intangible asset impairment | 1,628 | 3,857 | 12,794 | 6,146 |
Non-cash facility and other | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Intangible asset impairment | 0 | 439 | 59,118 | 2,494 |
Cost of goods and services | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Intangible asset impairment | 1,777 | 2,441 | 76,422 | 5,218 |
Selling, general and administrative expenses | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Intangible asset impairment | $ 2,085 | $ 3,468 | $ 5,774 | $ 7,173 |
RESTRUCTURING CHARGES - Summa_2
RESTRUCTURING CHARGES - Summary of Accrued Liability for the Restructuring and Related Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | |
Restructuring Reserve [Roll Forward] | ||||||||
Accrued liability beginning balance | $ 17,572 | $ 483 | $ 650 | $ 662 | $ 667 | $ 682 | $ 650 | $ 682 |
Restructuring charges | 3,862 | 78,334 | 5,909 | 4,766 | 1,716 | |||
Cash payment | (4,824) | (2,127) | (167) | (5,476) | (3,005) | (1,442) | ||
Non-cash charges | (59,118) | (439) | (1,766) | (289) | ||||
Accrued liability ending balance | 16,610 | 17,572 | 483 | 656 | 662 | 667 | 16,610 | 656 |
Personnel related costs | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||
Accrued liability beginning balance | 8,118 | 312 | 386 | 398 | 403 | 418 | 386 | 418 |
Restructuring charges | 2,234 | 8,050 | 1,613 | 1,878 | 260 | |||
Cash payment | (579) | (244) | (74) | (1,619) | (1,883) | (275) | ||
Non-cash charges | 0 | 0 | 0 | 0 | ||||
Accrued liability ending balance | 9,773 | 8,118 | 312 | 392 | 398 | 403 | 9,773 | 392 |
Facilities & Exit Costs | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||
Accrued liability beginning balance | 9,454 | 171 | 264 | 264 | 264 | 264 | 264 | 264 |
Restructuring charges | 1,628 | 11,166 | 3,857 | 1,122 | 1,167 | |||
Cash payment | (4,245) | (1,883) | (93) | (3,857) | (1,122) | (1,167) | ||
Non-cash charges | 0 | 0 | 0 | 0 | ||||
Accrued liability ending balance | 6,837 | 9,454 | 171 | 264 | 264 | 264 | 6,837 | 264 |
Non-cash facility and other | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||
Accrued liability beginning balance | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Restructuring charges | 0 | 59,118 | 439 | 1,766 | 289 | |||
Cash payment | 0 | 0 | 0 | 0 | 0 | 0 | ||
Non-cash charges | (59,118) | (439) | (1,766) | (289) | ||||
Accrued liability ending balance | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
OTHER INCOME (EXPENSE) (Details
OTHER INCOME (EXPENSE) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Other Income and Expenses [Abstract] | ||||
Other income (expense) | $ 1,475 | $ 2,084 | $ 2,375 | $ 4,528 |
Foreign currency transaction gain (loss), before tax | 590 | 265 | 492 | (297) |
Net periodic benefit income (expense) | (217) | 1,118 | (650) | 3,145 |
Investment income, net | 336 | (91) | 444 | (328) |
Rental income | 0 | 156 | 212 | 468 |
Royalty income | $ 438 | $ 828 | $ 1,463 | $ 1,444 |
WARRANTY LIABILITY - Narrative
WARRANTY LIABILITY - Narrative (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 30, 2023 | Sep. 30, 2022 | |
Product Warranty Liability [Line Items] | ||
Warranty liability, current | $ 21,698 | $ 16,786 |
Warranty liability, noncurrent | $ 1,240 | $ 1,240 |
Home and Building Products | Minimum | ||
Product Warranty Liability [Line Items] | ||
Product warranty period | 1 year | |
Home and Building Products | Maximum | ||
Product Warranty Liability [Line Items] | ||
Product warranty period | 10 years | |
CPP | ||
Product Warranty Liability [Line Items] | ||
Product warranty period | 90 days |
WARRANTY LIABILITY - Changes in
WARRANTY LIABILITY - Changes in Warrant Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward] | ||||
Balance, beginning of period | $ 21,341 | $ 19,197 | $ 18,026 | $ 7,818 |
Warranties issued and changes in estimated pre-existing warranties | 4,999 | 5,119 | 16,079 | 14,368 |
Actual warranty costs incurred | (3,402) | (4,937) | (11,167) | (10,399) |
Other warranty liabilities assumed from acquisitions | 0 | 0 | 0 | 7,592 |
Balance, end of period | $ 22,938 | $ 19,379 | $ 22,938 | $ 19,379 |
OTHER COMPREHENSIVE INCOME (L_3
OTHER COMPREHENSIVE INCOME (LOSS) - Summary of OCI (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Total other comprehensive income (loss), pre-tax | $ (664) | $ (12,812) | $ 14,997 | $ (11,401) | ||||
Total other comprehensive income (loss), tax | 979 | (1,365) | 150 | (578) | ||||
Total other comprehensive income (loss), net of taxes | 315 | $ 2,613 | $ 12,219 | (14,177) | $ 4,949 | $ (2,751) | 15,147 | (11,979) |
Foreign currency translation adjustments | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Total other comprehensive income (loss), pre-tax | 2,309 | (17,823) | 14,580 | (14,093) | ||||
Total other comprehensive income (loss), tax | 0 | 0 | 0 | 0 | ||||
Total other comprehensive income (loss), net of taxes | 2,309 | (17,823) | 14,580 | (14,093) | ||||
Pension and other defined benefit plans | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Total other comprehensive income (loss), pre-tax | 943 | 1,511 | 2,972 | 2,534 | ||||
Total other comprehensive income (loss), tax | (196) | (315) | (617) | (530) | ||||
Total other comprehensive income (loss), net of taxes | 747 | 1,196 | 2,355 | 2,004 | ||||
Cash flow hedges | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Total other comprehensive income (loss), pre-tax | (3,916) | 3,500 | (2,555) | 158 | ||||
Total other comprehensive income (loss), tax | 1,175 | (1,050) | 767 | (48) | ||||
Total other comprehensive income (loss), net of taxes | $ (2,741) | $ 2,450 | $ (1,788) | $ 110 |
OTHER COMPREHENSIVE INCOME (L_4
OTHER COMPREHENSIVE INCOME (LOSS) - AOCI (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 |
Class of Stock [Line Items] | ||||||||
Accumulated other comprehensive income (loss) | $ 335,706 | $ 468,311 | $ 526,848 | $ 477,570 | $ 906,315 | $ 883,214 | $ 812,385 | $ 807,158 |
Accumulated other comprehensive income (loss), attributable to parent | ||||||||
Class of Stock [Line Items] | ||||||||
Accumulated other comprehensive income (loss) | (67,591) | $ (67,906) | $ (70,519) | (82,738) | $ (57,956) | $ (43,779) | $ (48,728) | $ (45,977) |
Foreign currency translation adjustments | ||||||||
Class of Stock [Line Items] | ||||||||
Accumulated other comprehensive income (loss) | (42,590) | (57,170) | ||||||
Pension and other defined benefit plans | ||||||||
Class of Stock [Line Items] | ||||||||
Accumulated other comprehensive income (loss) | (24,944) | (27,299) | ||||||
Change in Cash flow hedges | ||||||||
Class of Stock [Line Items] | ||||||||
Accumulated other comprehensive income (loss) | $ (57) | $ 1,731 |
OTHER COMPREHENSIVE INCOME (L_5
OTHER COMPREHENSIVE INCOME (LOSS) - Amounts Reclassified from AOCI (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||
Income before taxes from continuing operations | $ 78,453 | $ 76,050 | $ 56,314 | $ 182,765 | ||||
Tax benefit (expense) | (29,248) | (23,268) | (20,662) | (55,119) | ||||
Net income | 49,205 | $ (62,255) | $ 48,702 | 140,287 | $ 65,689 | $ 19,298 | 35,652 | 225,274 |
Accumulated other comprehensive income (loss), attributable to parent | Reclassification out of Accumulated Other Comprehensive Income | ||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||
Income before taxes from continuing operations | (303) | (128) | (1,179) | 1,099 | ||||
Tax benefit (expense) | 64 | 27 | 248 | (230) | ||||
Net income | (239) | (101) | (931) | 869 | ||||
Pension and other defined benefit plans | Reclassification out of Accumulated Other Comprehensive Income | ||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||
Income before taxes from continuing operations | (944) | (844) | (2,833) | (2,534) | ||||
Cash flow hedges | Reclassification out of Accumulated Other Comprehensive Income | ||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||
Income before taxes from continuing operations | $ 641 | $ 716 | $ 1,654 | $ 3,633 |
LEASES - Schedule of Lease Cost
LEASES - Schedule of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Lease Cost | ||||
Fixed | $ 11,512 | $ 13,021 | $ 34,179 | $ 32,674 |
Variable | 2,067 | 2,742 | 8,085 | 6,278 |
Short-term | 2,201 | 1,741 | 6,249 | 4,576 |
Total | $ 15,780 | $ 17,504 | $ 48,513 | $ 43,528 |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 30,163 | $ 34,759 |
Financing cash flows from finance leases | 1,673 | 1,936 |
Total | $ 31,836 | $ 36,695 |
LEASES - Summary of Supplementa
LEASES - Summary of Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Sep. 30, 2022 |
Operating Leases: | ||
Operating right-of-use assets | $ 174,187 | $ 183,398 |
Lease Liabilities: | ||
Current portion of operating lease liabilities | 29,637 | 31,680 |
Long-term operating lease liabilities | 154,608 | 159,414 |
Total operating lease liabilities | 184,245 | 191,094 |
Finance Leases: | ||
Property, plant and equipment, net | $ 12,340 | $ 13,696 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | PROPERTY, PLANT AND EQUIPMENT, net | PROPERTY, PLANT AND EQUIPMENT, net |
Lease Liabilities: | ||
Notes payable and current portion of long-term debt | $ 1,824 | $ 2,065 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Notes payable and current portion of long-term debt | Notes payable and current portion of long-term debt |
Long-term debt, net | $ 10,841 | $ 11,995 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Long-Term Debt, Excluding Current Maturities | Long-Term Debt, Excluding Current Maturities |
Total financing lease liabilities | $ 12,665 | $ 14,060 |
Accumulated depreciation | $ 6,528 | $ 4,972 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) | Jun. 30, 2023 USD ($) lease | Sep. 30, 2022 USD ($) |
Lessee, Lease, Description [Line Items] | ||
Long-term debt | $ 1,546,458,000 | $ 1,573,651,000 |
Finance Lease Obligation | ||
Lessee, Lease, Description [Line Items] | ||
Long-term debt | $ 12,056,000 | $ 13,091,000 |
Troy, Ohio | ||
Lessee, Lease, Description [Line Items] | ||
Lessee, finance Lease, discount rate | 5% | |
Lessee, finance lease buyout amount | $ 1 | |
Ocala, Florida | ||
Lessee, Lease, Description [Line Items] | ||
Number of finance leases outstanding | lease | 1 | |
Lessee, finance Lease, discount rate | 5.60% | |
Lease renewal term | 5 years |
LEASES - Summary of Future Matu
LEASES - Summary of Future Maturities of Lease Payments for Operating Leases (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Sep. 30, 2022 |
Operating Leases | ||
2023 | $ 10,405 | |
2024 | 38,331 | |
2025 | 35,672 | |
2026 | 26,718 | |
2027 | 22,103 | |
2028 | 17,905 | |
Thereafter | 83,454 | |
Total lease payments | 234,588 | |
Less: Imputed Interest | (50,343) | |
Present value of lease liabilities | 184,245 | $ 191,094 |
Finance Leases | ||
2023 | 660 | |
2024 | 2,380 | |
2025 | 2,199 | |
2026 | 2,140 | |
2027 | 2,078 | |
2028 | 2,074 | |
Thereafter | 3,628 | |
Total lease payments | 15,159 | |
Less: Imputed Interest | (2,494) | |
Present value of lease liabilities | $ 12,665 | $ 14,060 |
LEASES - Weighted Average Lease
LEASES - Weighted Average Lease Terms and Discount Rates (Details) | Jun. 30, 2023 |
Weighted-average remaining lease term (years): | |
Operating leases | 8 years 1 month 6 days |
Finance Leases | 6 years 9 months 18 days |
Weighted-average discount rate: | |
Operating Leases | 5.84% |
Finance Leases | 5.56% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 9 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Site contingency, ownership period | 3 years |