9. Stockholders' Equity

Per Share Results

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

	For the Fiscal Years Ended,
	Nov. 30, 2015		Nov. 30, 2014			Nov. 30, 2013
Income (loss) from continuing operations for computation of basic and diluted per share results, net of tax	$	425	$	(1,248	)	$	1,910
Income (loss) from discontinued operations for computation of basic and diluted per share results, net of tax		—		144			(7,731	)

Net income (loss)	$	425	$	(1,104	)	$	(5,821	)


Weighted average shares outstanding for computation of basic per share results		5,151,000		5,148,000			5,144,000
Incremental shares from assumed exercise of Griffin stock options(a)		17,000		—			8,000

Adjusted weighted average shares for computation of diluted per share results		5,168,000		5,148,000			5,152,000

(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. Such assessment is based on income (loss) from continuing operations when net income includes discontinued operations. For the fiscal year ended November 30, 2014, the incremental shares from the assumed exercise of stock options would have been 11,000 shares.

Griffin Stock Option Plan

The Griffin Industrial Realty, Inc. 2009 Stock Option Plan (the "2009 Stock Option Plan") 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 Griffin's prior stock option plan. The Compensation Committee of Griffin's Board of Directors administers the 2009 Stock Option Plan. Options granted under the 2009 Stock Option Plan may be either incentive stock options or non-qualified stock options granted 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 granted expire ten years from the grant date. In accordance with the 2009 Stock Option Plan, stock options granted 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 granted to non-employee directors upon their reelection to the board of directors vest on the second anniversary from the date of grant. Stock options granted 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 November 30, 2015 may be exercised as stock appreciation rights.

The following options were granted by Griffin under the 2009 Stock Option Plan to non-employee directors either upon their initial election or their re-election to Griffin's Board of Directors:

For the Fiscal Years Ended,
November 30, 2015				November 30, 2014				November 30, 2013
Number of Shares		Fair Value per Option at Grant Date		Number of Shares		Fair Value per Option at Grant Date		Number of Shares		Fair Value per Option at Grant Date
	8,282	$	14.39		8,532	$	12.42		8,112	$	12.94

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,
	Nov. 30, 2015			Nov. 30, 2014			Nov. 30, 2013
Expected volatility		40.8	%		38.9	%		40.3	%
Risk free interest rates		2.00	%		2.16	%		1.33	%
Expected option term (in years)		8.5			8.5			8.5
Annual dividend yield		0.7	%		0.7	%		0.7	%

Number of option holders at November 30, 2015			15

Compensation expense and related tax benefits for stock options were as follows:

	For the Fiscal Years Ended,
	Nov. 30, 2015		Nov. 30, 2014			Nov. 30, 2013
Compensation expense—continuing operations	$	230	$	338		$	415
Compensation expense—discontinued operations		—		(130	)		52

Net compensation expense	$	230	$	208		$	467


Related tax benefit—continuing operations	$	61	$	78		$	109
Related tax benefit—discontinued operations		—		(15	)		5

Net related tax benefit	$	61	$	63		$	114

For all years presented, forfeiture rates used for directors were 0%, forfeiture rates used for executives ranged from 22.6% to 25.8% and forfeiture rates used for employees ranged from 30.3% to 46.6%. These rates were utilized based on the historical activity of the grantees.

As of November 30, 2015, the unrecognized compensation expense related to nonvested stock options that will be recognized during future periods is as follows:

Fiscal 2016		$	75
Fiscal 2017		$	19

The total grant date fair value of options vested during fiscal 2015, fiscal 2014 and fiscal 2013 was $492, $664 and $466, respectively. The intrinsic value of options exercised in fiscal 2015, fiscal 2014 and fiscal 2013 was $18, $10 and $114, respectively.

A summary of the activity under the 2009 Griffin Stock Option Plan is as follows:

	Options			Weighted Avg. Exercise Price
Outstanding at December 1, 2012		243,841		$	29.88
Granted		8,112		$	29.58
Exercised		(6,776	)	$	11.81
Forfeited		(5,500	)	$	31.12

Outstanding at November 30, 2013		239,677		$	30.35
Granted		8,532		$	28.12
Exercised		(3,208	)	$	24.94
Forfeited		(23,000	)	$	30.27

Outstanding at November 30, 2014		222,001		$	30.35
Granted		8,282		$	31.38
Exercised		(3,134	)	$	25.53
Forfeited		(1,422	)	$	28.12

Outstanding at November 30, 2015		225,727		$	30.47

Range of Exercise Prices for Vested and Nonvested Options	Outstanding at Nov. 30, 2015		Weighted Avg. Exercise Price		Weighted Avg. Remaining Contractual Life (in years)		Total Intrinsic Value
$23.00 - $28.00		14,934	$	25.43		6.2		20
$28.00 - $32.00		127,718	$	29.07		5.4		—
$32.00 - $39.00		83,075	$	33.52		2.9		—

		225,727	$	30.47		4.5	$	20

Accumulated Other Comprehensive Loss

As of November 30, 2015, Griffin held 1,952,462 shares of common stock in Centaur Media and accounts for its investment in Centaur Media as an available-for-sale security under ASC 320. 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 (loss). 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 (loss) and included in Griffin's consolidated statement of operations. In fiscal 2014, $204 was reclassified from accumulated other comprehensive loss as a result of the sale of 500,000 shares of Centaur Media common stock. In fiscal 2013, $716 was reclassified from accumulated other comprehensive loss as a result of the sale of 2,824,688 shares of Centaur Media common stock. There were no sales of Centaur Media common stock in fiscal 2015.

Accumulated other comprehensive loss, and activity for fiscal 2015, fiscal 2014 and fiscal 2013, is comprised of the following:

	Unrealized Loss on Cash Flow Hedges			Unrealized Gain on Investment in Centaur Media			Actuarial Gain on Postretirement Benefit Program			Total
Balance at December 1, 2012	$	(2,011	)	$	1,054		$	236		$	(721	)
Other comprehensive income before reclassfications		100			310			68			478
Amounts reclassified		510			(716	)		—			(206	)

Net activity for other comprehensive loss		610			(406	)		68			272

Balance at November 30, 2013		(1,401	)		648			304			(449	)
Other comprehensive (loss) income before reclassfications		(695	)		185			—			(510	)
Amounts reclassified		632			(204	)		(304	)		124

Net activity for other comprehensive loss		(63	)		(19	)		(304	)		(386	)

Balance at November 30, 2014		(1,464	)		629			—			(835	)
Other comprehensive (loss) income before reclassfications		(1,058	)		30			—			(1,028	)
Amounts reclassified		778			—			—			778

Net activity for other comprehensive loss		(280	)		30			—			(250	)

Balance at November 30, 2015	$	(1,744	)	$	659		$	—		$	(1,085	)

Changes in accumulated other comprehensive income (loss) are as follows:

	For the Fiscal Years Ended,
	November 30, 2015									November 30, 2014									November 30, 2013
	Pre-Tax			Tax (Expense) Benefit			Net-of-Tax			Pre-Tax			Tax (Expense) Benefit			Net-of-Tax			Pre-Tax			Tax (Expense) Benefit			Net-of-Tax
Reclassifications included in net income (loss):
Realized gain on sale of Centaur Media (gain on sale)	$	—		$	—		$	—		$	(321	)	$	117		$	(204	)	$	(1,099	)	$	383		$	(716	)
Termination of postretirement benefits program ($283 net of tax to discontinued operations, $21 net of tax to general and administrative expenses)		—			—			—			(485	)		181			(304	)		—			—			—
Loss on cash flow hedges (interest expense)		1,234			(456	)		778			1,003			(371	)		632			810			(300	)		510

Total reclassifications included in net income (loss)		1,234			(456	)		778			197			(73	)		124			(289	)		83			(206	)

Mark to market adjustment on Centaur Media for the increase in fair value		123			(43	)		80			358			(125	)		233			481			(169	)		312
Mark to market adjustment on Centaur Media for the decrease in exchange gain		(77	)		27			(50	)		(73	)		25			(48	)		(1	)		(1	)		(2	)
(Decrease) increase in fair value adjustment on Griffin's cash flow hedges		(1,678	)		620			(1,058	)		(1,103	)		408			(695	)		159			(59	)		100
Actuarial gain on postretirement benefits program		—			—			—			—			—			—			108			(40	)		68

Total change in other comprehensive (loss) income		(1,632	)		604			(1,028	)		(818	)		308			(510	)		747			(269	)		478

Total other comprehensive (loss) income	$	(398	)	$	148		$	(250	)	$	(621	)	$	235		$	(386	)	$	458		$	(186	)	$	272

Cash Dividends

In fiscal 2015, Griffin declared an annual cash dividend of $0.30 per common share, which was paid in the first quarter of fiscal 2016. In fiscal 2014 and fiscal 2013, Griffin declared annual cash dividends of $0.20 per common share in each year, which were paid in the first quarters of fiscal 2015 and fiscal 2014, respectively.

Treasury Stock

In fiscal 2015, fiscal 2014 and fiscal 2013, Griffin did not receive any shares of its common stock in connection with the exercise of stock options.