8. Stockholders’ Equity

Per Share Results

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


	For the Fiscal Years Ended
	Nov. 30,		Nov. 30,		Nov. 30,
	2016		2015		2014
Income (loss) from continuing operations for computation of basic and diluted per share results, net of tax	$	576	$	425	$	(1,248)
Income from discontinued operations for computation of basic and diluted per share results, net of tax		—		—		144
Net income (loss)	$	576	$	425	$	(1,104)

Weighted average shares outstanding for computation of basic per share results		5,117,000		5,151,000		5,148,000
Incremental shares from assumed exercise of Griffin stock options (a)		6,000		17,000		—
Adjusted weighted average shares for computation of diluted per share results		5,123,000		5,168,000		5,148,000

(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. 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, 2016 may be exercised as stock appreciation rights.

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


	For the Fiscal Years Ended
	Nov. 30, 2016			Nov. 30, 2015			Nov. 30, 2014
		Fair Value per			Fair Value per			Fair Value per
	Number of	Option at		Number of	Option at		Number of	Option at
	Shares	Grant Date		Shares	Grant Date		Shares	Grant Date
Employees	101,450	$	7.51 - 11.65	-	$	-	-	$	-
Non-employee directors	8,409	$	11.30	8,282	$	14.39	8,532	$	12.42
	109,859			8,282			8,532

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 value of each option:


	For the Fiscal Years Ended
	Nov. 30, 2016	Nov. 30, 2015		Nov. 30, 2014
Expected volatility	32.9% to 41.1%	40.8	%	38.9	%
Risk free interest rates	1.2% to 1.5%	2.0	%	2.2	%
Expected option term (in years)	5 to 8.5	8.5		8.5
Annual dividend yield	0.9%	0.7	%	0.7	%


Number of option holders at November 30, 2016		31

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


	For the Fiscal Years Ended
	Nov. 30, 2016		Nov. 30, 2015		Nov. 30, 2014
Compensation expense - continuing operations	$	267	$	230	$	338
Compensation expense - discontinued operations		—		—		(130)
Net compensation expense	$	267	$	230	$	208

Related tax benefit - continuing operations	$	62	$	61	$	78
Related tax benefit - discontinued operations		—		—		(15)
Net related tax benefit	$	62	$	61	$	63

For all years presented, forfeiture rates used for directors were 0%, forfeiture rates used for executives ranged from 17.9% to 22.6% and forfeiture rates used for employees ranged from 38.3% to 41.1%. These rates were utilized based on the historical activity of the grantees.

As of November 30, 2016, the unrecognized compensation expense related to nonvested stock options that will be recognized during future periods is as follows:


Fiscal 2017	$	311
Fiscal 2018	$	279
Fiscal 2019	$	198
Fiscal 2020	$	102
Fiscal 2021	$	28

The total grant date fair value of options vested during fiscal 2016, fiscal 2015 and fiscal 2014 was $457, $492 and $664, respectively. There were no options exercised in fiscal 2016. The intrinsic value of options exercised in fiscal 2015 and fiscal 2014 was $18 and $10, respectively.

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



		Weighted Avg.
	Options	Exercise Price
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
Granted	109,859	$	26.83
Forfeited	(11,040)	$	30.73
Outstanding at November 30, 2016	324,546	$	29.23


				Weighted Avg.
				Remaining
Range of Exercise Prices for	Outstanding at	Weighted Avg.		Contractual Life	Total Intrinsic
Vested and Nonvested Options	November 30, 2016	Exercise Price		(in years)	Value
$23.00 - $28.00	124,793	$	26.67	8.9	$	597
$28.00 - $32.00	116,678	$	28.92	4.6		296
$32.00 - $39.00	83,075	$	33.52	1.9		—
	324,546	$	29.23	5.6	$	893

Accumulated Other Comprehensive Loss

As of November 30, 2016, 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 320-10. 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 (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. There were no sales of Centaur Media common stock in fiscal 2016 and fiscal 2015.

Accumulated other comprehensive loss, and activity for fiscal 2016, fiscal 2015 and fiscal 2014, is comprised of the following:


	Unrealized Gain		Unrealized Gain		Actuarial Gain
	(Loss) on Cash		(Loss) on Investment		on Postretirement
	Flow Hedges		in Centaur Media		Benefit Program		Total
Balance at November 30, 2013	$	(1,401)	$	648	$	304	$	(449)
Other comprehensive (loss) income before reclassifications		(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 reclassifications		(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)
Other comprehensive loss before reclassifications		(174)		(646)		—		(820)
Amounts reclassified		856		—		—		856
Net activity for other comprehensive income		682		(646)		—		36
Balance at November 30, 2016	$	(1,062)	$	13	$	—	$	(1,049)

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


	For the Fiscal Years Ended
	November 30, 2016						November 30, 2015						November 30, 2014
			Tax						Tax						Tax
			(Expense)						(Expense)						(Expense)
	Pre-Tax		Benefit		Net-of-Tax		Pre-Tax		Benefit		Net-of-Tax		Pre-Tax		Benefit		Net-of-Tax
Reclassifications included in net income (loss):
Realized gain on sale of Centaur Media (gain on sale)	$	—	$	—	$	—	$	—	$	—	$	—	$	(321)	$	117	$	(204)
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)		1,358		(502)		856		1,234		(456)		778		1,003		(371)		632
Total reclassifications included in net income (loss)		1,358		(502)		856		1,234		(456)		778		197		(73)		124
Mark to market adjustment on Centaur Media for the (decrease) increase in fair value		(763)		267		(496)		123		(43)		80		358		(125)		233
Mark to market adjustment on Centaur Media for the decrease in exchange gain		(230)		80		(150)		(77)		27		(50)		(73)		25		(48)
Decrease in fair value adjustment on Griffin's cash flow hedges		(277)		103		(174)		(1,678)		620		(1,058)		(1,103)		408		(695)
Total change in other comprehensive loss		(1,270)		450		(820)		(1,632)		604		(1,028)		(818)		308		(510)
Total other comprehensive income (loss)	$	88	$	(52)	$	36	$	(398)	$	148	$	(250)	$	(621)	$	235	$	(386)

Cash Dividends

In fiscal 2016 and fiscal 2015, Griffin declared annual cash dividends of $0.30 per common share in each year, which were paid in the first quarter of fiscal 2017 and fiscal 2016, respectively. In fiscal 2014, Griffin declared an annual cash dividend of $0.20 per common share, which was paid in the first quarter of fiscal 2015.

Stock Repurchases

On March 31, 2016, Griffin’s Board of Directors authorized a stock repurchase program whereby Griffin may repurchase up to $5,000 in outstanding shares of its common stock over a twelve month period in privately negotiated transactions. The repurchase program expires on May 10, 2017. This repurchase program does not obligate Griffin to repurchase any specific number of shares, and may be suspended at any time at management’s discretion. On October 20, 2016, Griffin repurchased 45,000 shares of its outstanding common stock for approximately $1,403 and on May 27, 2016, Griffin repurchased 60,000 shares of its outstanding common stock for approximately $1,951.