-----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, Tf83gRTGFvRqtkLPiNlvkKxwByNr7zXRLF1hh3vO6FGCe42ZnF4Crs5OgXEcwrxh /dzPxyCKVuCbOhjJ0o8C/A== 0001047469-99-014410.txt : 19990413 0001047469-99-014410.hdr.sgml : 19990413 ACCESSION NUMBER: 0001047469-99-014410 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990227 FILED AS OF DATE: 19990412 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GRIFFIN LAND & NURSERIES INC CENTRAL INDEX KEY: 0001037390 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-BUILDING MATERIALS, HARDWARE, GARDEN SUPPLY [5200] IRS NUMBER: 060868486 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-12879 FILM NUMBER: 99591655 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 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10Q Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the 13 Weeks Ended Commission File No. FEBRUARY 27, 1999 0-29288 GRIFFIN LAND & NURSERIES, INC. (Exact name of registrant as specified in its charter) DELAWARE 06-0868496 (State or other jurisdiction of incorporation (IRS Employer or organization) Identification Number) 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 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes X NO ----- ----- NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AT MARCH 22, 1999: 4,842,704 GRIFFIN LAND & NURSERIES, INC. FORM 10Q PART I FINANCIAL INFORMATION PAGE CONSOLIDATED STATEMENT OF OPERATIONS 13 WEEKS ENDED FEBRUARY 27, 1999 AND FEBRUARY 28, 1998 3 CONSOLIDATED BALANCE SHEET FEBRUARY 27, 1999 AND NOVEMBER 28, 1998 4 CONSOLIDATED STATEMENT OF CASH FLOWS 13 WEEKS ENDED FEBRUARY 27, 1999 AND FEBRUARY 28, 1998 5 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY 13 WEEKS ENDED FEBRUARY 27, 1999 AND FEBRUARY 28, 1998 6 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 7-11 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 12-13 PART II OTHER INFORMATION 14 SIGNATURES 15 GRIFFIN LAND & NURSERIES, INC. CONSOLIDATED STATEMENT OF OPERATIONS (dollars in thousands, except per share data)
FOR THE 13 WEEKS ENDED, ----------------------- FEB. 27, FEB. 28, 1999 1998 ----------- --------- Net sales and other revenue $ 5,165 $ 3,514 Cost and expenses: Cost of goods sold 3,568 2,495 Selling, general and administrative expenses 3,704 3,466 ----------- --------- Operating loss (2,107) (2,447) Interest expense 37 46 Interest income 25 133 ----------- --------- Loss before income tax benefit (2,119) (2,360) Income tax benefit (784) (873) ----------- --------- Loss before equity investments (1,335) (1,487) ----------- --------- (Loss) income from equity investments: Investment in Centaur Communications, Ltd. (159) 62 Investment in Linguaphone Group plc (see Note 3) (12) (5) ----------- --------- (Loss) income from equity investments (171) 57 ----------- --------- Net loss $ (1,506) $ (1,430) ----------- --------- ----------- --------- Basic net loss per common share $ (0.31) $ (0.30) ----------- --------- ----------- --------- Diluted net loss per common share $ (0.31) $ (0.30) ----------- --------- ----------- ---------
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. Page 3 GRIFFIN LAND & NURSERIES, INC CONSOLIDATED BALANCE SHEET (dollars in thousands, except per share data)
FEB. 27, NOV. 28, ASSETS 1999 1998 ----------- ----------- CURRENT ASSETS Cash and cash equivalents $ 76 $ 2,059 Accounts receivable, less allowance of $503 and $490 1,301 4,654 Inventories 30,388 26,746 Deferred income taxes 3,220 3,220 Other current assets 1,595 2,625 ----------- ----------- TOTAL CURRENT ASSETS 36,580 39,304 Real estate held for sale or lease, net 32,719 31,519 Investment in Centaur Communiciations, Ltd. 15,994 16,153 Property and equipment, net 13,372 12,635 Other assets 5,579 5,305 ----------- ----------- TOTAL ASSETS $104,244 $104,916 ----------- ----------- ----------- ----------- LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable and accrued liabilities $ 5,390 $ 5,586 Long-term debt due within one year 2,333 322 Income taxes payable -- 92 ----------- ----------- TOTAL CURRENT LIABILITIES 7,723 6,000 Long-term debt 2,654 2,666 Deferred income taxes 313 1,097 Other noncurrent liabilities 3,874 3,967 ----------- ----------- TOTAL LIABILITIES 14,564 13,730 ----------- ----------- Commitments and contingencies - - Common stock, par value $0.01 per share, authorized 10,000,000 shares, issued and outstanding 4,842,704 shares 48 48 Additional paid in capital 93,491 93,491 Accumulated deficit (3,859) (2,353) ----------- ----------- TOTAL STOCKHOLDERS' EQUITY 89,680 91,186 ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $104,244 $104,916 ----------- ----------- ----------- ----------- SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. Page 4
GRIFFIN LAND & NURSERIES, INC. CONSOLIDATED STATEMENT OF CASH FLOWS (dollars in thousands)
FOR THE 13 WEEKS ENDED, ----------------------- FEB. 27, FEB. 28, 1999 1998 ---------- ---------- OPERATING ACTIVITIES: Net loss $(1,506) $(1,430) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 542 513 Loss (income) from equity investments 171 (57) Deferred income taxes (784) (873) Income tax refund received 926 - Changes in assets and liabilities: Accounts receivable 3,340 3,165 Inventories (3,642) (3,152) Accounts payable and accrued liabilities (195) (1,179) Other, net 67 (11) ---------- ----------- Net cash used in operating activities (1,081) (3,024) ---------- ----------- INVESTING ACTIVITIES: Additions to real estate held for sale or lease (1,413) (940) Additions to property and equipment (1,030) (221) Additional investment in Linguaphone Group plc (see Note 3) (377) - ---------- ----------- Net cash used in investing activities (2,820) (1,161) ---------- ----------- FINANCING ACTIVITIES: Increase in debt 2,000 - Payments of debt (82) (74) ---------- ----------- Net cash provided by (used in) financing activities 1,918 (74) ---------- ----------- Net decrease in cash and cash equivalents (1,983) (4,259) Cash and cash equivalents at beginning of period 2,059 11,519 ---------- ----------- Cash and cash equivalents at end of period $ 76 $ 7,260 ---------- ----------- ---------- ----------- SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. Page 5
GRIFFIN LAND & NURSERIES, INC. CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (dollars in thousands)
SHARES OF ADDITIONAL COMMON COMMON PAID-IN ACCUMULATED STOCK STOCK CAPITAL DEFICIT TOTAL ----- ----- ------- ------- ----- Balance at November 29, 1997 4,743,590 $47 $92,950 $(2,474) $90,523 Net loss - - - (1,430) (1,430) ------------- ----- ---------- ------- ------- Balance at February 28, 1998 4,743,590 $47 $92,950 $(3,904) $89,093 ------------- ----- ---------- ------- ------- ------------- ----- ---------- ------- ------- Balance at November 28, 1998 4,842,704 $48 $93,491 $(2,353) $91,186 Net loss - - - (1,506) (1,506) ------------- ----- ---------- ------- ------- Balance at February 27, 1999 4,842,704 $48 $93,491 $(3,859) $89,680 ------------- ----- ---------- ------- ------- ------------- ----- ---------- ------- -------
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. Page 6 GRIFFIN LAND & NURSERIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollars in thousands, except per share data) 1. BASIS OF PRESENTATION The unaudited consolidated financial statements of Griffin Land & Nurseries, Inc. ("Griffin") have been prepared in conformity with the standards of accounting measurement set forth in Accounting Principles Board Opinion No. 28 and any amendments thereto adopted by the Financial Accounting Standards Board ("FASB"). Also, the accompanying financial statements have been prepared in accordance with the accounting policies stated in Griffin's audited 1998 Financial Statements included in Form 10K as filed with the Securities and Exchange Commission on February 26, 1999, and should be read in conjunction with the Notes to Financial Statements appearing in that report. All adjustments, comprising only normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of results for the interim period have been reflected. The results of operations for the thirteen weeks ended February 27, 1999, are not necessarily indicative of the results to be expected for the full year. Certain amounts from the prior year have been reclassified to conform to the current presentation. 2. INDUSTRY SEGMENT INFORMATION Griffin's reportable segments are defined by their products and services, and are comprised of the landscape nursery and real estate segments. Griffin has no operations outside the United States. Griffin's export sales and transactions between segments are not material.
FOR THE 13 WEEKS ENDED, ------------------------------ FEB. 27, FEB. 28, 1999 1998 ----------- ---------- NET SALES AND OTHER REVENUE Landscape nursery $4,226 $2,858 Real estate 939 656 ----------- ---------- $5,165 $3,514 ----------- ---------- ----------- ---------- OPERATING LOSS Landscape nursery $(1,718) $(1,864) Real estate (46) (194) ----------- ---------- Industry segment totals (1,764) (2,058) General corporate expense 343 389 Interest expense (income), net 12 (87) ----------- ---------- Loss before income tax benefit $(2,119) $(2,360) ----------- ---------- ----------- ---------- FEB. 27, NOV. 28, IDENTIFIABLE ASSETS 1999 1998 ---------- ---------- Landscape nursery $46,349 $46,881 Real estate 36,254 35,480 ----------- ---------- Industry segment totals 82,603 82,361 General corporate 21,641 22,555 ----------- ---------- $104,244 $104,916 ----------- ---------- ----------- ----------
See Note 3 for information on Griffin's equity investment in Centaur Communications, Ltd. Page 7 3. INVESTMENTS INVESTMENT IN CENTAUR COMMUNICATIONS, LTD. Griffin accounts for its investment in Centaur Communications, Ltd. ("Centaur") under the equity method of accounting for investments. The summarized financial data of Centaur shown below was derived from Centaur's financial statements which are prepared in accordance with generally accepted accounting principles in the United Kingdom. Griffin's equity income (loss) from Centaur reflects certain adjustments to reflect Centaur's results in accordance with generally accepted accounting principles in the United States.
THREE MONTHS ENDED, ------------------------ FEB. 27, FEB. 28, 1999 1998 --------- -------- Net sales $17,427 $16,286 Costs and expenses 16,997 15,254 --------- -------- Operating profit 430 1,032 Interest expense (income), net 449 (64) --------- -------- (Loss) income before taxes (19) 1,096 Income taxes 23 561 --------- -------- Net (loss) income $ (42) $ 535 --------- -------- --------- -------- FEB. 27, NOV. 28, 1999 1998 --------- -------- Current assets $22,184 $20,637 Intangible assets 8,661 8,752 Other noncurrent assets 8,780 8,074 --------- -------- Total assets $39,625 $37,463 --------- -------- --------- -------- Current liabilities $22,451 $21,897 Debt 21,450 19,800 Noncurrent liabilities 3,493 3,493 --------- -------- Total liabilities 47,394 45,190 Accumulated deficit (7,769) (7,727) --------- -------- Total liabilities and deficit $39,625 $37,463 --------- -------- --------- --------
On March 31, 1999, Centaur acquired a group of United Kingdom magazines and trade shows in the engineering field from Miller Freeman UK, Ltd. for approximately $20 million. Centaur financed this acquisition with additional debt. INVESTMENT IN LINGUAPHONE GROUP PLC On January 22, 1999, Linguaphone Group Plc ("Linguaphone") completed an offering of its common stock in which Griffin participated to a limited extent. As a result of the issuance of additional shares of Linguaphone common stock, Griffin's common equity ownership was reduced to approximately 14% of Linguaphone's outstanding common stock after the offering. As a result, Griffin is accounting for its investment in Linguaphone under the cost method of accounting for investments subsequent to the reduction in its common equity ownership interest in Linguaphone. Prior to the reduction in its common equity ownership interest, Griffin accounted for its investment in Linguaphone under the equity method of accounting for investments. Griffin's investment in Linguaphone was approximately $2.3 million at February 27, 1999, and is included in other assets on Griffin's consolidated balance sheet. Page 8 4. LONG-TERM DEBT Long-term debt includes:
FEB. 27, NOV. 28, 1999 1998 ----------- ----------- Mortgages $2,474 $2,495 Credit agreement 2,000 - Capital leases 513 493 ----------- ----------- Total 4,987 2,988 Less: due within one year 2,333 322 ----------- ----------- Total long-term debt $2,654 $2,666 ----------- ----------- ----------- -----------
Griffin's subsidary, Imperial Nurseries, Inc. ("Imperial") entered into a $10 million revolving credit agreement (the "Imperial Credit Agreement") with a lender in May 1998. The initial borrowings under the Imperial Credit Agreement took place in the 1999 first quarter. The Imperial Credit Agreement terminates in June 1999, therefore, the amount outstanding under the Imperial Credit Agreement is classified as current. Griffin is negotiating with the lender to replace the Imperial Credit Agreement with a parent company borrowing facility to provide working capital, as required, for Imperial and interim financing for Griffin's real estate business. Griffin is in the process of obtaining mortgage financing on several of its buildings in the New England Tradeport. Proceeds would be used to repay an existing mortgage on certain of those properties with the balance used for further development of Griffin's real estate assets. 5. STOCK OPTIONS On January 11, 1999, Griffin's Board of Directors approved an amendment to the Griffin Stock Option Plan which made available an additional 300,000 shares for grant. The Board also approved a total of 248,100 options to be granted at $13.25 per share, the market price of Griffin's common stock at the time of grant. The options granted have a ten year life and vest in equal installments on the third, fourth and fifth anniversaries from the date of grant. Such amendment is subject to approval by Griffin's stockholders. Activity under the Griffin Stock Option Plan is as follows:
NUMBER OF WEIGHTED AVG. SHARES EXERCISE PRICE --------- -------------- Options outstanding at November 28, 1998 369,607 $10.79 Options issued 248,100 $13.25 ------- Options outstanding at February 27, 1999 617,707 $11.78 ------- ------- Number of option holders as of February 27, 1999 39 ------- -------
At February 27, 1999, 160,607 options outstanding under the Griffin Stock Option Plan were vested with a weighted average price of $5.65 per share. Page 9 6. PER SHARE RESULTS Basic and diluted per share results were based on the following:
FOR THE 13 WEEKS ENDED, ------------------------ FEB. 27, FEB. 28, 1999 1998 ---------- ---------- Net loss as reported for computation of basic per share results $(1,506) $(1,430) Adjustment to net loss for assumed exercise of options of equity investee (Centaur) - (8) ---------- ---------- Adjusted net loss for computation of diluted per share results $(1,506) $(1,438) ---------- ---------- ---------- ---------- Weighted average shares outstanding for computation of basic and diluted per share results 4,843,000 4,744,000 ---------- ---------- ---------- ----------
7. SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION INVENTORIES Inventories consist of:
FEB. 27, NOV. 28, 1999 1998 ---------- ---------- Nursery stock $ 27,344 $ 24,329 Finished goods 1,726 1,420 Materials and supplies 1,318 997 ---------- ---------- $30,388 $26,746 ---------- ---------- ---------- ----------
PROPERTY AND EQUIPMENT Property and equipment consist of:
FEB. 27, NOV. 28, 1999 1998 ----------- ---------- Land and improvements $ 7,054 $ 6,336 Buildings 3,960 3,871 Machinery and equipment 13,489 13,297 ----------- ---------- 24,503 23,504 Accumulated depreciation (11,131) (10,869) ----------- ---------- $13,372 $12,635 ----------- ---------- ----------- ----------
Griffin incurred capital lease obligations of $81 and $40, respectively, in the thirteen weeks ended February 27, 1999 and February 28, 1998. Page 10 REAL ESTATE HELD FOR SALE OR LEASE Real estate held for sale or lease consists of:
FEB. 27, NOV. 28, 1999 1998 ---------- ---------- Land $4,808 $ 4,808 Land improvements 14,480 14,480 Buildings 21,057 19,687 ---------- ---------- 40,345 38,975 Accumulated depreciation (7,626) (7,456) ---------- ---------- $32,719 $31,519 ---------- ---------- ---------- ----------
Page 11 GRIFFIN LAND & NURSERIES, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Griffin's net sales and other revenue increased to $5.1 million in the 1999 first quarter from $3.5 million in the 1998 first quarter. The net sales increase of $1.6 million was principally due to an increase at Imperial which had net sales of $4.2 million in the 1999 first quarter versus net sales of $2.9 million in the 1998 first quarter. The net sales increase at Imperial principally reflected increased volume at Imperial's wholesale sales and service centers, due, in part, to the relatively moderate weather early in the 1999 first quarter which allowed a continuation of the strong 1998 fall sales of plant materials into the 1999 first quarter. Additionally, 1999 first quarter sales of snow removal and related winter products by the wholesale sales and service centers increased over last year's first quarter. Net sales and other revenue at Griffin's real estate business, Griffin Land, increased to $0.9 million in the 1999 first quarter from $0.7 million in the 1998 first quarter. The increase reflected rental revenue in the 1999 first quarter from new leases, including rental revenue from the approximately 98,000 square foot warehouse in the New England Tradeport, which was completed in mid-1998 and was fully leased in the 1999 first quarter. Griffin incurred an operating loss of $2.1 million in the 1999 first quarter versus an operating loss of $2.4 million in the 1998 first quarter. At Imperial, the 1999 first quarter operating loss was $1.7 million versus an operating loss of $1.9 million in the 1998 first quarter. The improved results reflected Imperial's increased net sales, as margins were 28.1% in both the 1998 and 1999 first quarters. Operating expenses increased at Imperial, due principally to the increased sales volume. Imperial has historically incurred operating losses in the first quarter due to the highly seasonal nature of the landscape nursery business in the markets where Imperial operates. Griffin Land incurred an operating loss of less than $0.1 million in the 1999 first quarter as compared to an operating loss of $0.2 million in the 1998 first quarter. The improved results principally reflect the effect of the higher rental revenue. The lower interest income in the 1999 first quarter as compared to the 1998 first quarter reflected the substantially lower amount of cash on hand in the 1999 first quarter as compared to the 1998 first quarter. The lower interest expense reflects an increase in the amount of capitalized interest in the 1999 first quarter as compared to interest capitalized in the 1998 first quarter, partially offset by interest expense related to Imperial's revolving credit agreement. Results from Griffin's equity investment in Centaur decreased by $0.2 million in the 1999 first quarter as compared to the 1998 first quarter. The decrease reflected lower operating results from Centaur's magazine publishing business and higher interest expense. The interest expense relates to debt, the proceeds of which Centaur used to repurchase a portion of its outstanding common stock in the 1998 third quarter. Results from Griffin's investment in Linguaphone were substantially break-even in both the 1998 and 1999 first quarters. Griffin's limited participation in the Linguaphone share offering in the 1999 first quarter resulted in Griffin's common equity interest in Linguaphone being reduced to 14% (11% fully diluted). As a result, Griffin is accounting for its investment in Linguaphone under the cost method of accounting for investments subsequent to this reduction in ownership (see Note 3). LIQUIDITY AND CAPITAL RESOURCES Griffin's net cash used in operating activities decreased to $1.1 million in the 1999 first quarter from $3.0 million used in operating activities in the 1998 first quarter. The decrease principally reflects the income tax refund of $0.9 million received in the 1999 first quarter and a smaller decrease in accounts payable and accrued liabilities in the 1999 first quarter as compared to the decrease in the 1998 first quarter. The smaller decrease in accounts payable and accrued liabilities was due to timing. Net cash used in investing activities was $2.8 million in the 1999 first quarter as compared to $1.2 million in the 1998 first quarter. The increased spending reflected a $0.8 million increase in additions to property and equipment as compared to last year, due principally to Imperial's acquisition of land to expand its Cincinnati wholesale sales and service center. Additions by Griffin Land to real estate held for sale or lease were $1.4 million in the 1999 first quarter as compared to $0.9 million in the 1998 first quarter. Expenditures in 1999 were principally for construction of the approximately 100,000 square foot warehouse being built in the New England Tradeport. Completion of this new warehouse is expected in the 1999 second quarter. Additionally, Griffin took part, to a limited extent, in a share offering by Linguaphone (see Note 3). Page 12 Griffin's financing activities reflected proceeds from the initial borrowings under Imperial's Revolving Credit Agreement ("Imperial Credit Agreement") that was entered into last year. The Imperial Credit Agreement terminates in June 1999, and Griffin is negotiating with the lender to replace the Imperial Credit Agreement with a parent company borrowing facility to provide working capital for Imperial and interim financing for Griffin Land's real estate development activities. Griffin is in the process of obtaining mortgage financing on several of its buildings in the New England Tradeport. Proceeds would be used to repay an existing mortgage on certain of those properties with the balance used for further development of Griffin's real estate assets. Management believes that in the near term, based on the current level of operations and anticipated growth, cash flow from operations and borrowings under the Imperial Credit Agreement and a successor revolving credit facility will be sufficient to finance its landscape nursery business and fund development of its real estate assets. Over the intermediate and long term, selective mortgage placements may also be required to fund capital projects. YEAR 2000 Griffin is addressing its year 2000 ("Y2K") issue and has identified its critical computer applications that are not Y2K compliant. A portion of the applications not Y2K compliant have been modified, successfully tested and are now Y2K compliant. Modification of the balance of the computer applications originally identified as not Y2K compliant is currently under way, with all applications anticipated to be Y2K compliant in the 1999 second quarter. The modification on the applications that are already Y2K compliant and the work currently in process is being performed by Griffin employees. Costs attributed to such work are expected to be less than $0.1 million in the aggregate. Griffin has initiated a company-wide review of major customers, vendors and other third parties to determine the extent, if any, to which Griffin would be vulnerable to those third parties' failure to remedy their own Y2K issues. Those third parties contacted have indicated that they have Y2K readiness programs in place or they anticipate being Y2K compliant on or before December 31, 1999. We will continue to assess the progress of our critical business partners in reaching Y2K readiness. Griffin believes that its efforts to address the Y2K issue will be successful. However, failure of critical third parties adequately to address their respective Y2K issues could have a material adverse effect on Griffin's business, financial condition and results of operations. Therefore, Griffin's program for Y2K compliance includes the development of contingency plans for continuing operations in the event such problems arise. However, there can be no assurance that such contingency plans will be adequate to handle all problems which may arise. FORWARD LOOKING INFORMATION The information in Management's Discussion and Analysis of Financial Condition and Results of Operations 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 completion of the new warehouse, obtaining mortgage financing, completing a new revolving credit agreement and becoming Y2K compliant in a timely manner. 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. Page 13 PART II OTHER INFORMATION Items 1 - 5 not applicable Item 6 Exhibits and Reports on Form 8K (a) Exhibits EXHIBIT NO. DESCRIPTION 27 Financial Data Schedule (b) There were no reports filed on Form 8K by the Registrant during the 1999 first quarter. Page 14 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 thereunto duly authorized. GRIFFIN LAND & NURSERIES, INC. /S/ FREDERICK M. DANZIGER ------------------------------- DATE: APRIL 12, 1999 FREDERICK M. DANZIGER PRESIDENT AND CHIEF EXECUTIVE OFFICER /S/ ANTHONY J. GALICI ------------------------------- DATE: April 12, 1999 ANTHONY J. GALICI VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND SECRETARY Page 15 EX-27 2 EXHIBIT 27
5 3-MOS NOV-27-1999 FEB-27-1999 76 0 1,804 (503) 30,388 36,580 24,503 (11,131) 104,244 7,723 4,654 0 0 48 89,632 104,244 4,226 5,165 3,568 7,272 0 11 37 (2,119) (784) (1,506) 0 0 0 (1,506) (0.31) (0.31)
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