-----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, SslumdVOoqlDw/EBzt7qdAs3hpb5w8BrjoUfMt1wYcDkcExXAl2NMbHZp8isXFHQ S1nx9UjIALCuPIPCPpUQvA== 0001037390-07-000018.txt : 20070412 0001037390-07-000018.hdr.sgml : 20070412 20070412160536 ACCESSION NUMBER: 0001037390-07-000018 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070412 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070412 DATE AS OF CHANGE: 20070412 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GRIFFIN LAND & NURSERIES INC CENTRAL INDEX KEY: 0001037390 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] 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: 07763706 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-1q2007.htm FORM 8K FOR THE FIRST QUARTER OF FISCAL 2007 Form 8K for the First Quarter of Fiscal 2007
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

April 12, 2007
(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 (c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 2.02.
Results of Operations and Financial Condition

On April 12, 2007 the Registrant issued a press release announcing its results of operations for its fiscal 2007 first quarter. Attached as Exhibit 99.1 to the report is the Registrant’s April 12, 2007 Press Release, which is incorporated herein by reference.

 
Item 9.01.
Financial Statements and Exhibits


Exhibit 99.1: Registrant's April 12, 2007 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: April 12, 2007
 
   
 



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 FIRST QUARTER RESULTS

NEW YORK, NEW YORK (April 12, 2007) Griffin Land & Nurseries, Inc. (Nasdaq: GRIF) (“Griffin”) today reported a 2007 first quarter operating loss of ($1,749,000) on total revenue of $4,586,000 as compared to a 2006 first quarter operating loss of ($2,042,000) on total revenue of $3,689,000. Griffin reported a 2007 first quarter net loss of ($1,288,000) and a basic and diluted net loss per share of ($0.25) as compared to a 2006 first quarter net loss of ($1,502,000) and a basic and diluted net loss per share of ($0.30).

The lower operating loss in the 2007 first quarter reflects higher operating results at Griffin’s Connecticut and Massachusetts based real estate division, Griffin Land, principally reflecting gains of approximately $500,000 on property sales completed in the 2007 first quarter and improved results from leasing operations. There were no property sales in the 2006 first quarter. Revenue and profit from Griffin Land’s leasing operations was higher in the 2007 first quarter as compared to the 2006 first quarter reflecting an increase in the amount of leased space in Griffin Land’s portfolio of industrial, office and flex buildings.

Griffin’s landscape nursery business, Imperial Nurseries, Inc. (“Imperial”), incurred a 2007 first quarter operating loss that was essentially unchanged from its 2006 first quarter operating loss. Imperial historically incurs an operating loss in the first quarter because of the seasonality of its business. Imperial has minimal sales in the winter months (December through February) that comprise Griffin’s first quarter. Griffin’s general corporate expense was higher in the 2007 first quarter as compared to the 2006 first quarter, due principally to costs related to litigation against the Company and Griffin’s compliance with Section 404 of the Sarbanes-Oxley Act.
 
Subsequent to the end of the 2007 first quarter, Griffin sold approximately 13% of its holdings in Centaur Media plc (“Centaur Media”) for cash proceeds of approximately $2.3 million. Future sales of its stock in Centaur Media by Griffin may take place, depending on the price of the Centaur Media stock and the foreign currency exchange rate. Also subsequent to the end of the 2007 first quarter, a previously contracted sale of land was completed, generating cash proceeds to Griffin Land of approximately $2.6 million. These transactions will be reported in Griffin’s second quarter results.

Griffin operates its real estate and landscape nursery businesses, and also has investments in Centaur Media, a public company based in the United Kingdom and listed on the London Stock Exchange, and Shemin Nurseries Holdings Corp., a private company that operates a landscape nursery distribution business through its subsidiary, Shemin Nurseries, Inc.
 
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)
 
               
   
First Quarter Ended,
   
   
Mar. 3, 2007
   
Mar. 4, 2006
   
Revenue
                     
Landscape nursery net sales
 
$
567
     
$
675
     
Rental revenue and property sales
   
4,019
       
3,014
     
Total revenue
   
4,586
       
3,689
     
                       
Operating profit (loss):
                     
Landscape nursery business
   
(1,001
)
     
(965
)
   
Real estate business
   
546
   
(1)
 
(261
)
 
(1)
General corporate expense
   
(1,294
)
     
(816
)
   
Total operating loss
   
(1,749
)
     
(2,042
)
   
                       
Interest expense, net of investment income
   
(311
)
     
(367
)
   
Loss before income tax benefit
   
(2,060
)
     
(2,409
)
   
                       
Income tax benefit
   
(772
)
     
(907
)
   
                       
Net loss
 
$
(1,288
)
   
$
(1,502
)
   
                       
Basic net loss per common share
 
$
(0.25
)
   
$
(0.30
)
   
                       
Diluted net loss per common share
 
$
(0.25
)
   
$
(0.30
)
   
                       
Weighted average common shares outstanding
                     
for computation of basic and diluted per share results
   
5,133
       
5,019
     
                       
(1) Includes depreciation and amortization expense, principally related to real estate properties, of $1.1 million in both the 2007 and 2006 first quarters.
     
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