-----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, A0Oe664aSL5dqmlC8ekp/8HPhKbb4WmOlBnWl8nM1249dXSj29GjlKik/AF4iGmK CcPdsDmhbDJ90sCgQWceBA== 0001037390-07-000048.txt : 20071011 0001037390-07-000048.hdr.sgml : 20071011 20071011134709 ACCESSION NUMBER: 0001037390-07-000048 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071011 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071011 DATE AS OF CHANGE: 20071011 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: 071166948 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-3q2007.htm FORM 8K FOR THE THIRD QUARTER OF FISCAL 2007 form8k-3q2007.htm

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

October 11, 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 October 11, 2007 the Registrant issued a press release announcing its results of operations for its fiscal 2007 third quarter.  Attached as Exhibit 99.1 to the report is the Registrant’s October 11, 2007 Press Release, which is incorporated herein by reference.


Item 9.01.
Financial Statements and Exhibits


Exhibit 99.1:  Registrant's October 11, 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:  October 11, 2007
 
   





EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 PRESS RELEASE exhibit99-1.htm
 
NEWS FROM:
   
Exhibit 99.1
       
GRIFFIN LAND & NURSERIES, INC.
 
CONTACT:
 
   
Anthony Galici
 
   
Chief Financial Officer
 
   
(860) 653-4541
 
       


GRIFFIN ANNOUNCES THIRD QUARTER RESULTS

NEW YORK, NEW YORK (October 11, 2007) Griffin Land & Nurseries, Inc. (Nasdaq: GRIF) (“Griffin”) today reported a 2007 third quarter operating profit of $1,686,000 on total revenue of $12,148,000, as compared to an operating profit of $3,935,000 on total revenue of $17,697,000 for the 2006 third quarter.  For the 2007 nine month period, Griffin reported an operating profit of $7,409,000 on total revenue of $48,630,000, as compared to an operating profit of $1,550,000 on total revenue of $45,979,000 for the 2006 nine month period.

Griffin reported 2007 third quarter net income of $2,283,000 and basic and diluted net income per share of $0.44 and $0.43, respectively, as compared to 2006 third quarter net income of $2,599,000 and basic and diluted net income per share of $0.51 and $0.49, respectively.  For the 2007 nine month period, Griffin reported net income of $6,968,000 and basic and diluted net income per share of $1.35 and $1.32, respectively, as compared to net income of $764,000 and basic and diluted net income per share of $0.15 for the 2006 nine month period.

Revenue and operating profit at Griffin Land, Griffin’s Connecticut based real estate division, were lower in the 2007 third quarter as compared to the 2006 third quarter, but higher in the 2007 nine month period as compared to the 2006 nine month period.  The changes in revenue and operating profit principally reflect the timing of property sales, which occur periodically but are generally not indicative of trends in the real estate business.  The 2007 third quarter and nine month period results include revenue and profit recognized from the sale of undeveloped land to Walgreen Co., which was completed last year and is being accounted for using the percentage of completion method.  Results of Griffin Land’s leasing operations increased in the 2007 third quarter and nine month period as compared to the comparable 2006 periods, due principally to higher revenue from Griffin Land’s portfolio of industrial, flex and office properties.  The increase in revenue from leasing reflects new leases in the current year and leases that were in place for only a portion of the prior year periods being in place for the entire current year periods.  The leasing market for industrial space softened earlier this year, but has recently shown signs of improvement, as evidenced by inquiries from prospective tenants.  The market for office space continues to be soft.

At Imperial Nurseries, Inc. (“Imperial”), Griffin’s subsidiary in the landscape nursery business, operating results in the 2007 third quarter and nine month period improved over the comparable 2006 periods.  Net sales and other revenue at Imperial decreased in the 2007 third quarter and nine month period, as compared to last year’s comparable periods, due principally to having less inventory available for sale this year and management’s decision to reduce inventories last year by aggressively selling excess inventories. In addition, generally poor spring weather this year hindered sales during Imperial’s peak selling season. Imperial’s gross profit in the 2007 third quarter and 2007 nine month period was higher than the gross profit in the comparable 2006 periods, due principally to improved pricing and lower delivery costs.  The improved pricing reflects price increases, including higher charges for delivery, and a greater percentage of Imperial’s sales this year made to independent garden centers, the customer segment with the most favorable pricing for Imperial. The lower delivery costs reflect Imperial expanding its base of trucking vendors this year and improved routing of deliveries. The effect of the improved pricing and lower delivery costs was partially offset by charges for unsaleable inventories in the 2007 third quarter and 2007 nine month period of $0.4 million and $0.7 million, respectively, as compared to an inventory charge of $0.6 million in the 2006 third quarter and nine month period.

Griffin’s results in the 2007 third quarter and 2007 nine month period also include pretax gains of $0.5 million and $2.9 million, respectively, from sales of a portion of Griffin’s common stock holdings in Centaur Media, plc (“Centaur Media”).  Thus far this year, Griffin has sold 1.2 million shares of the approximately 6.5 million shares of Centaur Media that Griffin held at the beginning of the year.  Griffin may continue to sell a portion of its remaining holdings in Centaur Media, depending on the market price of that stock and the foreign currency exchange rate.  Griffin’s results in the 2007 third quarter and 2007 nine month period also include $1.6 million of dividend income from Shemin Nurseries Holding Corp., of which Griffin holds an approximate 14% equity interest.

As previously announced, Griffin settled a lawsuit that had been filed against it and Imperial by workers of an independent farm labor contractor that Imperial had engaged. Also, as previously announced, Griffin Land and the land use commissions of the Town of Simsbury, Connecticut reached an accord for a settlement plan for Meadowood, Griffin Land’s proposed residential development.  The settlement agreement requires the approval, which is anticipated, of the Connecticut Superior Court, which will consider each Commission’s agreement at a public court hearing and render its decision.

Griffin operates a real estate business, Griffin Land, and Imperial Nurseries, its landscape nursery business.  Griffin 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)          ;          
                                       
                                       
   
Third Quarter Ended,
   
Nine Months Ended,
 
   
Sept.1, 2007
       
Sept. 2, 2006
       
Sept.1, 2007
       
Sept. 2, 2006
   
Revenue
                                     
Landscape nursery net sales
  $
4,861
        $
5,104
        $
24,294
        $
27,466
   
Rental revenue and property sales
   
7,287
   
(1)
     
12,593
   
(1)
     
24,336
   
(1)
     
18,513
   
(1)
Total revenue
   
12,148
           
17,697
           
48,630
           
45,979
     
                                                       
Operating profit (loss):
                                                     
Landscape nursery business
    (679 )           (1,572 )           (884 )           (1,986 )    
Real estate business
   
3,192
   
(2)
     
6,776
   
(2)
     
11,701
   
(2)
     
6,612
   
(2)
General corporate expense
    (827 )           (1,269 )           (3,408 )           (3,076 )    
Total operating profit
   
1,686
           
3,935
           
7,409
           
1,550
     
                                                       
Gain on sale of Centaur Media common stock
   
476
           
-
           
2,873
           
-
     
                                                       
Interest expense
    (793 )           (732 )           (2,339 )           (2,259 )    
                                                       
Investment income
   
2,105
           
584
           
3,018
           
1,571
     
Income before taxes
   
3,474
           
3,787
           
10,961
           
862
     
                                                       
Income tax provision
   
1,191
           
1,188
           
3,993
           
98
     
                                                       
Net income
  $
2,283
          $
2,599
          $
6,968
          $
764
     
                                                       
Basic net income per common share
  $
0.44
          $
0.51
          $
1.35
          $
0.15
     
                                                       
Diluted net income per common share
  $
0.43
          $
0.49
          $
1.32
          $
0.15
     
                                                       
Weighted average common shares outstanding for computation of basic per share results
   
5,151
           
5,099
           
5,145
           
5,072
     
                                                       
Weighted average common shares outstanding for computation of diluted per share results
   
5,254
           
5,267
           
5,274
           
5,254
     
                                                       
                                                       
(1) Includes revenue from property sales of $3.8 million and $9.6 million in the 2007 and 2006 third quarters, respectively, and $13.9 million and $9.6 million in the 2007 and 2006 nine month periods, respectively. Included in revenue from property sales is $1.7 million and $7.8 million in the 2007 and 2006 third quarters, respectively, and $1.8 million and $7.9 million in the 2007 and 2006 nine month periods, respectively, from the sale of undeveloped land to Walgreen Co. That transaction is being accounted for using the percentage of completion method.
 
                                                       
(2) Includes depreciation and amortization expense, principally related to real estate properties, of $1.1 million and $ 1.0 million in the 2007 and 2006 third quarters, respectively, and $3.3 million and $3.1 million in the 2007 and 2006 nine month periods, respectively.
 






 




 





 
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