Stockholders' Equity

12 Months Ended

Dec. 03, 2011

Stockholders' Equity

Stockholders' Equity

14. Stockholders' Equity

• Loss Per Share

        Basic and diluted loss per share were based on the following:

	For the Fiscal Years Ended,
	Dec. 3, 2011			Nov. 27, 2010			Nov. 28, 2009
Loss as reported from continuing operations for computation of basic and diluted per share results, net of tax	$	(2,997	)	$	(5,015	)	$	(6,049	)
Income as reported from discontinued operation for computation of basic and diluted per share results, net of tax		523			528			536
Net loss	$	(2,474	)	$	(4,487	)	$	(5,513	)
Weighted average shares outstanding for computation of basic per share results		5,130,000			5,105,000			5,080,000
Incremental shares from assumed exercise of Griffin stock options (a)		—			—			—
Adjusted weighted average shares for computation of diluted per share results		5,130,000			5,105,000			5,080,000

(a)

Incremental shares from the assumed exercise of Griffin stock options are not included in periods where inclusion of such shares would be anti-dilutive. For the fiscal years ended December 3, 2011, November 27, 2010 and November 28, 2009 the incremental shares from the assumed exercise of stock options would have been 8,000, 15,000 and 33,000 shares, respectively.

• Griffin Stock Option Plan

        In fiscal 2009, the Board of Directors adopted the Griffin Land & Nurseries, Inc. 2009 Stock Option Plan (the "2009 Stock Option Plan"), which replaced the Griffin Land & Nurseries, Inc. 1997 Stock Option Plan (the "1997 Stock Option Plan"). The 2009 Stock Option Plan was approved by Griffin's stockholders at Griffin's 2009 Annual Meeting of Stockholders. The Compensation Committee of Griffin's Board of Directors administers the 2009 Stock Option Plan, which makes available options to purchase 386,926 shares of Griffin common stock including 161,926 options to purchase the 161,926 shares that were available for issuance under the 1997 Stock Option Plan at the time it was replaced. Options granted under the 2009 Stock Option Plan may be either incentive stock options or non-qualified stock options issued at fair market value on the date approved by Griffin's Compensation Committee. Vesting of all of Griffin's stock options is solely based upon service requirements and does not contain market or performance conditions.

        Stock options issued will expire ten years from the grant date. In accordance with the 2009 Stock Option Plan, stock options issued to non-employee directors upon their initial election to the board of directors are fully exercisable immediately upon the date of the option grant. Stock options issued to non-employee directors upon their reelection to the board of directors vest on the second anniversary from the date of grant. Stock options issued to employees vest in equal installments on the third, fourth and fifth anniversaries from the date of grant. None of the stock options outstanding at December 3, 2011 may be exercised as stock appreciation rights.

        There were 113,212, 8,202 and 70,263 stock options granted in fiscal 2011, fiscal 2010 and fiscal 2009, respectively. Fiscal 2011 includes 104,500 stock options granted to employees which will vest in equal installments on the third, fourth and fifth anniversaries from the grant date. In addition, fiscal 2011 includes 8,712 stock options granted to non-employee directors under the 2009 Stock Option Plan upon their re-election to Griffin's Board of Directors which will vest on the second anniversary from the date of grant. All of the options granted in fiscal 2010 vest on the second anniversary from the date of grant. Fiscal 2009 includes 60,000 stock options granted to employees and 1,749 stock options granted to a director upon his initial election to Griffin's Board of Directors. In addition, fiscal 2009 includes 8,514 stock options granted to non-employee directors under the 2009 Stock Option Plan upon their reelection to Griffin's Board of Directors. Of the options granted in fiscal 2009, 1,749 vested immediately on the grant date, 8,514 vest on the second anniversary from the date of grant and 60,000 vest in equal installments on the third, fourth and fifth anniversaries from the grant date.

        The fair values of the stock options granted in fiscal 2011 were $12.88 for 87,500 options, $10.37 for 17,000 options and $12.03 for 8,712 stock options. The fair value of each of the stock options granted in fiscal 2010 was $13.48. The fair values of the stock options granted in fiscal 2009 were $15.53 for 1,749 options, $13.02 for 8,514 options, $10.54 for 15,000 options, $14.40 for 22,500 options and $14.88 for 22,500 stock options. The fair values were estimated as of the date of each grant using the Black-Scholes option-pricing model. The following assumptions were used in determining the fair values of each option:

	For the Fiscal Years Ended,
	Dec. 3, 2011	Nov. 27, 2010	Nov. 28, 2009
Expected volatility	42.0% to 43.4%	42.3%	37.7% to 43.5%
Range of risk free interest rates	2.06% to 2.81%	3.0%	1.6% to 2.7%
Expected option term (in years)	5 to 8.5 years	8.5	5 to 8.5
Dividend yield	$0.40	$0.40	$0.40

        Compensation cost recognized in fiscal 2011, fiscal 2010 and fiscal 2009 was $564, $392 and $366, respectively, with related tax benefits of $138, $99 and $95, respectively. Forfeiture rates of 0%, 22.6% and 46.6% were utilized based on the historical activity of the grantees, including the groups in which the grantees are part of, such as independent directors, executives and employees.

        A summary of the activity under the Griffin Stock Option Plan is as follows:

Vested Options	Number of Shares			Weighted Avg. Exercise Price
Outstanding at November 29, 2008		89,368		$	15.56
Exercised in 2009		(24,020	)		14.36
Vested in 2009		7,903			34.51
Forfeited in 2009		(2,118	)		31.06
Outstanding at November 28, 2009		71,133			17.61
Exercised in 2010		(31,101	)		12.20
Vested in 2010		5,698			32.84
Outstanding at November 27, 2010		45,730			23.18
Exercised in 2011		(10,667	)		17.45
Vested in 2011		19,012			31.06
Outstanding at December 3, 2011		54,075		$	27.08

        The intrinsic value of options exercised in fiscal 2011, fiscal 2010 and fiscal 2009 was $137, $468 and $435, respectively.

Range of Exercise Prices for Vested Options	Outstanding at Dec. 3, 2011		Weighted Avg. Exercise Price		Weighted Avg. Remaining Contractual Life (in years)		Total Intrinsic Value		Total Fair Value
$11.00 - $18.00		12,098	$	13.22		0.9	$	163	$	74
$24.00 - $32.00		25,211	$	28.60		5.0		10		358
$34.00 - $39.00		16,766	$	34.80		5.5		—		273
		54,075	$	27.08		4.2	$	173	$	705

Nonvested Options	Number of Shares			Weighted Avg. Exercise Price
Outstanding at November 29, 2008		40,684		$	33.66
Granted in 2009		70,263			32.51
Vested in 2009		(7,903	)		34.51
Forfeited in 2009		(1,667	)		30.95
Outstanding at November 28, 2009		101,377			32.84
Granted in 2010		8,202			29.25
Vested in 2010		(5,698	)		32.84
Outstanding at November 27, 2010		103,881			32.56
Granted in 2011		113,212			28.68
Vested in 2011		(19,012	)		31.06
Forfeited in 2011		(7,638	)		28.47
Outstanding at December 3, 2011		190,443		$	30.56

Range of Exercise Prices for Nonvested Options	Outstanding at Dec. 3, 2011		Weighted Avg. Exercise Price		Weighted Avg. Remaining Contractual Life (in years)		Total Intrinsic Value		Total Fair Value
$27.00 - $30.00		113,776	$	28.73		9.1	$	—	$	1,426
$33.00 - $35.00		76,667	$	33.28		6.9		—		1,064
		190,443	$	30.56		8.2	$	—	$	2,490
Number of option holders at December 3, 2011						18

        In fiscal 2012, $486 of unrecognized compensation cost related to nonvested stock options will be recognized, $365 of unrecognized compensation cost related to nonvested stock options will be recognized in fiscal 2013, $197 of unrecognized compensation cost related to nonvested stock options will be recognized in fiscal 2014, $90 of unrecognized compensation cost related to nonvested stock options will be recognized in fiscal 2015 and $12 of unrecognized compensation cost will be recognized in fiscal year 2016. The total grant date fair value of options vested during fiscal 2011, fiscal 2010 and fiscal 2009 was $269, $87 and $132, respectively.

• Accumulated Other Comprehensive Income

        As of December 3, 2011, Griffin held 5,277,150 shares of common stock in Centaur Media and accounts for its investment in Centaur Media as an available-for-sale security under FASB ASC 320-10. Accordingly, the investment in Centaur Media is carried at its fair value on Griffin's consolidated balance sheet, with increases or decreases recorded, net of tax, as a component of other comprehensive income. Upon the sale of shares in Centaur Media, the change, net of tax, in the value of the shares of Centaur Media that were sold during the time Griffin held those shares is reclassified from accumulated other comprehensive income and included in Griffin's consolidated statement of operations.

        Griffin complies with FASB ASC 715-10 which requires an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income. As a result, in fiscal 2011 and fiscal 2009, noncurrent liabilities increased by $56 and $84, respectively, and other comprehensive income decreased by $35 and $53, respectively, after tax. In fiscal 2010, noncurrent liabilities decreased by $304 and other comprehensive income increased by $188, after tax.

        The amounts recorded in accumulated other comprehensive (loss) income are as follows:

	For the Fiscal Years Ended,
	Dec. 3, 2011			Nov. 27, 2010			Nov. 28, 2009
Balance at beginning of year	$	1,007		$	926		$	646
(Decrease) increase in fair value of Centaur Media plc, net of taxes of ($735), $235 and $318, respectively		(1,363	)		548			617
Decrease in value of cash flow hedges, net of taxes of ($346), ($263) and ($284), respectively		(588	)		(448	)		(486	)
Increase (decrease) in value of Centaur Media plc, due to exchange (loss) gain, net of taxes of $0, ($89) and $104, respectively		1			(207	)		202
Actuarial (loss) gain on postretirement benefits program, net of taxes of ($21), $116 and ($31), respectively		(35	)		188			(53	)
Balance at end of year	$	(978	)	$	1,007		$	926

        Accumulated other comprehensive (loss) income is comprised of the following:

	Dec. 3, 2011			Nov. 27, 2010
Unrealized gain on investment in Centaur Media plc	$	260		$	1,622
Unrealized loss on cash flow hedges		(1,522	)		(934	)
Actuarial gain on postretirement benefits plan		284			319
	$	(978	)	$	1,007

• Cash Dividends

        In fiscal 2011, fiscal 2010 and fiscal 2009, Griffin declared a dividend of $0.10 per common share for each quarter and paid a total of approximately $2.0 million of dividends to its common stockholders in each of those years.

        In November 2011, Griffin's Board of Directors considered its dividend policy for succeeding years and decided that, beginning in fiscal 2012, Griffin, rather than continuing to pay a quarterly dividend, will consider the payment of an annual dividend at the end of its fiscal year. This change will permit the Board to evaluate better both Griffin's prior full year results and its cash needs for the succeeding year when determining whether to declare an annual dividend.

• Treasury Stock

        In fiscal 2007, Griffin's Board of Directors authorized a program to repurchase, from time to time, up to 250,000 shares of its outstanding common stock through private transactions. The program expired on December 31, 2008. There were no shares repurchased by Griffin in fiscal 2009 prior to the expiration of the share repurchase program.