-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GecznvkszUFRpEqIWWBQdqKxXN+vnTYzrcZ8L25knsi8X+f27ECpVIveULXbXknf n9fyeKi7qldsi7oI+63ThA== 0001037390-06-000044.txt : 20060718 0001037390-06-000044.hdr.sgml : 20060718 20060718150822 ACCESSION NUMBER: 0001037390-06-000044 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060718 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060718 DATE AS OF CHANGE: 20060718 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GRIFFIN LAND & NURSERIES INC CENTRAL INDEX KEY: 0001037390 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-BUILDING MATERIALS, HARDWARE, GARDEN SUPPLY [5200] IRS NUMBER: 060868486 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12879 FILM NUMBER: 06967059 BUSINESS ADDRESS: STREET 1: ONE ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2122187910 MAIL ADDRESS: STREET 1: ONE ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10020 8-K 1 form8k-2q06.htm FORM 8K FOR THE SECOND QUARTER OF FISCAL 2006 Form 8K for the Second Quarter of Fiscal 2006
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549




FORM 8-K
Current Report
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934

July 18, 2006
(Date of earliest event reported)


GRIFFIN LAND & NURSERIES, INC.
(Exact name of registrant as specified in charter)


Delaware
06-0868496
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification Number)
   
Commission File Number
1-12879
   
One Rockefeller Plaza, New York, New York
10020
(Address of principal executive offices)
(Zip Code)
   
Registrant’s Telephone Number including Area Code
(212) 218-7910
   
(Former name or former address, if changed since last report)
  



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4© under the Exchange Act (17 CFR 240.13e-4(c))
 

 

Item 2.02.
Results of Operations and Financial Condition


On July 18, 2006 the Registrant issued a press release announcing its results of operations for its fiscal 2006 second quarter. Attached as Exhibit 99.1 to the report is the Registrant’s July 18, 2006 Press Release, which is incorporated herein by reference.

 
Item 9.01.
Financial Statements and Exhibits


Exhibit 99.1: Registrant's July 18, 2006 Press Release (attached hereto).



 
 
 
SIGNATURE



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




 
GRIFFIN LAND & NURSERIES, INC.
   
   
 
/s/ Anthony J. Galici
 
Anthony J. Galici
 
Vice President, Chief Financial Officer
 
and Secretary
Dated: July 18, 2006
  
   
 
 EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 Press Release


NEWS FROM:
    
Exhibit 99.1
       
GRIFFIN LAND & NURSERIES, INC.
  
CONTACT:
  
   
Anthony Galici
  
   
Chief Financial Officer
  
   
(860) 653-4541
  
       


GRIFFIN ANNOUNCES SECOND QUARTER RESULTS

NEW YORK, NEW YORK (July 18, 2006) Griffin Land & Nurseries, Inc. (Nasdaq: GRIF) (“Griffin”) today reported a 2006 second quarter operating loss of ($343,000) on total revenue of $24,593,000, as compared to operating profit of $735,000 on total revenue of $20,707,000 for the 2005 second quarter. For the 2006 six month period, Griffin reported an operating loss of ($2,385,000) on total revenue of $28,282,000, as compared to an operating loss of ($1,109,000) on total revenue of $24,036,000 for the 2005 six month period.  The lower operating results in the 2006 second quarter and six month period reflect lower results at both Griffin Land, Griffin’s Connecticut and Massachusetts based real estate division, and Imperial Nurseries, Inc. (“Imperial”), Griffin’s subsidiary in the landscape nursery business.

Griffin reported a 2006 second quarter net loss of ($333,000) and a basic and diluted net loss per share of ($0.07) as compared to 2005 second quarter net income of $374,000 and basic and diluted net income per share of $0.08 and $0.07, respectively. For the 2006 six month period, Griffin reported a net loss of ($1,835,000) and a basic and diluted net loss per share of ($0.36) as compared to a net loss of ($1,067,000) and a basic and diluted net loss per share of ($0.21) for the 2005 six month period.

The lower operating results at Griffin Land principally reflect the lack of property sales closed in the 2006 second quarter and six month period. Griffin Land’s operating results in the 2005 second quarter and six month period included gains from property sales of $587,000 and $576,000, respectively. Although Griffin Land did not complete any property sales in the first half of this year, the previously announced sale to Walgreen Co. of 130 acres of undeveloped land in the New England Tradeport (“Tradeport”), Griffin Land’s 600 acre industrial park located in Windsor and East Granby, Connecticut, for cash proceeds of $13 million, before transaction expenses, closed on June 9, 2006. Griffin will report a substantial gain from this transaction in the 2006 third quarter. Results of Griffin Land’s leasing operations were essentially unchanged in the 2006 second quarter as compared to the 2005 second quarter and lower in the 2006 six month period as compared to the 2005 six month period. Increased rental revenue in the current year from two new industrial buildings in Tradeport that were completed subsequent to the 2005 second quarter, and are approximately 50% leased, was offset by higher building operating expenses and higher depreciation expense related to the two new industrial buildings and the effect of leases terminated this year before their scheduled expiration due to a tenant’s bankruptcy filing. Subsequent to the end of the 2006 second quarter, Griffin Land has leased or has received verbal commitments from prospective lessees for most of the remaining vacant space in the two new industrial buildings and approximately 30,000 square feet in Griffin Center South that had been vacant. The newly leased spaces are expected to be occupied starting in the late third or early fourth quarter of this year.

At Imperial, net sales for the 2006 second quarter and six month period increased approximately 26% over the comparable 2005 periods. The sales increase at Imperial reduced inventories, particularly at Imperial’s northern Florida farm, where the prior year sales weakness had caused a buildup of inventories. However, Imperial’s lower operating results reflect lower gross margins on sales, which more than offset the effect of the net sales increase. The decrease in margins reflected higher cost of sales, including higher delivery costs that were not passed on to customers, and slightly lower pricing. Higher delivery costs, which principally affected Imperial’s northern Florida farm, may depress sales in the second half of this year as customers may seek to source product closer to their locations to avoid freight charges.

Forward-Looking Statements:
This Press Release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Although Griffin believes that its plans, intentions and expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such plans, intentions or expectations will be achieved. The projected information disclosed herein is based on assumptions and estimates that, while considered reasonable by Griffin as of the date hereof, are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, many of which are beyond the control of Griffin.



                                   
                                   
Griffin Land & Nurseries, Inc.
    
Consolidated Condensed Statements of Operations
    
(amounts in thousands, except per share data)
    
(unaudited)
    
                                   
   
Second Quarter Ended,
      
Six Months Ended,
      
   
June 3, 2006
      
May 28, 2005
      
June 3, 2006
      
May 28, 2005
      
Revenue
                                                  
Landscape nursery net sales
  
$
21,687
        
$
17,174
        
$
22,362
        
$
17,638
        
Rental revenue and property sales
    
2,906
         
3,533
         
5,920
         
6,398
       
Total revenue
    
24,593
         
20,707
         
28,282
         
24,036
       
                                                   
Operating profit (loss):
                                                  
Landscape nursery business
    
551
         
1,026
         
(414
)
        
13
       
Real estate business
    
97
   
(1)
 
  
685
   
(1)
 
  
(164
)
  
(1)
 
  
637
   
(1)
 
General corporate expense
    
(991
)
        
(976
)
        
(1,807
)
        
(1,759
)
      
Total operating (loss) profit
    
(343
)
        
735
         
(2,385
)
        
(1,109
)
      
                                                   
Interest expense, net of income from interest, dividends, gains on short-term investments and other investment income
    
(173
)
        
(168
)
        
(540
)
        
(518
)
      
(Loss) income before taxes
    
(516
)
        
567
         
(2,925
)
        
(1,627
)
      
                                                   
Income tax (benefit) provision
    
(183
)
        
193
         
(1,090
)
        
(560
)
      
                                                   
Net (loss) income
  
$
(333
)
      
$
374
        
$
(1,835
)
      
$
(1,067
)
      
                                                   
Basic net (loss) income per common share
  
$
(0.07
)
      
$
0.08
        
$
(0.36
)
      
$
(0.21
)
      
                                                   
Diluted net (loss) income per common share
 
$
(0.07
)
      
$
0.07
        
$
(0.36
)
      
$
(0.21
)
      
                                                   
Weighted average common shares outstanding
                                                 
for computation of basic per share results
    
5,097
         
4,970
         
5,058
         
4,965
       
                                                   
Weighted average common shares outstanding
                                                 
for computation of diluted per share results
    
5,097
         
5,171
         
5,058
         
4,965
       
                                                   
                                                   
(1) Includes depreciation and amortization expense, principally related to real estate properties, of $1.0 million and $ 0.8 million in the 2006 and 2005 second quarters, respectively, and $2.1 million and $1.6 million in the 2006 and 2005 six month periods, respectively.
        

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