-----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, KIW/laD+BUOYPh/OwuHph46u6b7epY2N/WLis4YxQ6uMCMFA2xI1KCxlwX1w4kyw 6tFVbaN7ThXa6wBY1hQpNQ== 0001037390-10-000020.txt : 20100408 0001037390-10-000020.hdr.sgml : 20100408 20100408090329 ACCESSION NUMBER: 0001037390-10-000020 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100408 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100408 DATE AS OF CHANGE: 20100408 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: 10738814 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-1q2010.htm FORM 8K FOR THE FIRST QUARTER OF FISCAL 2010 form8k-1q2010.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

April 8, 2010
(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 8, 2010 the Registrant issued a press release announcing its results of operations for its fiscal 2010 first quarter.  Attached as Exhibit 99.1 to the report is the Registrant’s April 8, 2010 Press Release, which is incorporated herein by reference.

 
 
Item 9.01.
Financial Statements and Exhibits

Exhibit 99.1:  Registrant's April 8, 2010 Press Release (attached hereto).


Forward-Looking Statements:

This Current Report on Form 8-K  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.
 
 

 
SIGNATURES


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.


     
 
By:
/s/ Anthony J. Galici
   
Anthony J. Galici
   
Vice President, Chief Financial Officer
   
and Secretary
Dated:  April 8, 2010
   

 
 
 

 

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 FIRST QUARTER RESULTS

NEW YORK, NEW YORK (April 8, 2010) Griffin Land & Nurseries, Inc. (Nasdaq: GRIF) (“Griffin”) today reported a 2010 first quarter operating loss of ($2,004,000) on total revenue of $4,806,000 as compared to a 2009 first quarter operating loss of ($2,064,000) on total revenue of $4,633,000.  Griffin reported a 2010 first quarter net loss of ($1,844,000) and a basic and diluted net loss per share of ($0.36) as compared to a 2009 first quarter net loss of ($1,822,000) and a basic and diluted net loss per share of ($0.36).

The overall slightly lower operating loss in the 2010 first quarter principally reflects a lower operating loss at Imperial Nurseries, Inc. (“Imperial”), Griffin’s landscape nursery business. 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.

Operating results at Griffin Land, Griffin’s real estate division, were essentially break-even in both the 2010 and the 2009 first quarters.  Higher rental revenue due to more space being leased in the 2010 first quarter versus the 2009 first quarter was offset by approximately $300,000 of expenses, charged directly against earnings, incurred for the acquisition of an approximately 120,000 square foot industrial building in Breinigsville, Pennsylvania that was completed in the 2010 first quarter.

Market activity for industrial and office space was weak throughout 2009, and for industrial space, remained weak through the 2010 first quarter.  There was a slight increase in market activity for office space in early 2010, and thus far this year, Griffin Land has completed two leases aggregating approximately 40,000 square feet for previously vacant office space.

Griffin’s net loss in the 2010 first quarter was essentially unchanged from its 2009 first quarter net loss, as the slightly lower operating loss was offset by higher interest expense in the 2010 first quarter, due to a higher debt level in the current quarter.

Griffin operates its real estate and landscape nursery businesses, and also has investments in Centaur Media plc, a public company based in the United Kingdom and listed on the London Stock Exchange, and Shemin Nurseries Holding 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, particularly with respect to Griffin’s development of new buildings and other factors described in Griffin’s Securities and Exchange Commission filings, including the “Business”, “Risk Factors” and “Forward-Looking Information” sections in Griffin’s Annual Report on Form 10-K for the fiscal year ended November 28, 2009. The projected information disclosed herein is based on assumpt ions 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,
     
   
Feb. 27, 2010
   
Feb. 28, 2009
     
 
Revenue
             
 
Landscape nursery net sales and other revenue
$ 279     $ 449      
 
Rental revenue and property sales
  4,527       4,184      
 
Total revenue
  4,806       4,633      
                     
 
Operating profit (loss):
                 
 
Landscape nursery business
  (783 )     (850 )    
 
Real estate business
  (40 ) (1) (2)   6   (1)  
 
General corporate expense
  (1,181 )     (1,220 )    
 
Total operating loss
  (2,004 )     (2,064 )    
                     
 
Interest expense
  (1,041 )     (808 )    
 
Investment income
  104       47      
 
Loss before income tax benefit
  (2,941 )     (2,825 )    
                     
 
Income tax benefit
  1,097       1,003      
                     
 
Net loss
$ (1,844 )   $ (1,822 )    
                     
 
Basic net loss per common share
$ (0.36 )   $ (0.36 )    
                     
 
Diluted net loss per common share
$ (0.36 )   $ (0.36 )    
                     
 
Weighted average common shares outstanding
                 
 
for computation of basic and diluted per share results
  5,098       5,073      
                     
                     
 
(1) Includes depreciation and amortization expense, principally related to real estate properties, of $1.5 million and $1.4 million, respectively, in the 2010 and 2009 first quarters.
 
                     
 
(2) Includes $0.3 million of expenses associated with the acquisition of an approximately 120,000 square foot industrial building that was purchased in the 2010 first quarter.
 
     

 
 

 


 






 








 

 







 
 



 




 





 





 
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