Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Aug. 31, 2013 | Oct. 04, 2013 | |
Document and Entity Information | ||
Entity Registrant Name | GRIFFIN LAND & NURSERIES INC | |
Entity Central Index Key | 1037390 | |
Document Type | 10-Q | |
Document Period End Date | 31-Aug-13 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -19 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 5,146,366 | |
Document Fiscal Year Focus | 2013 | |
Document Fiscal Period Focus | Q3 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Aug. 31, 2013 | Dec. 01, 2012 |
In Thousands, unless otherwise specified | ||
Current Assets: | ||
Cash and cash equivalents | $15,185 | $10,181 |
Accounts receivable, less allowance of $144 and $128 | 2,702 | 1,846 |
Inventories, net | 14,639 | 14,206 |
Deferred income taxes | 39 | 525 |
Other current assets | 4,184 | 3,564 |
Total current assets | 36,749 | 30,322 |
Real estate assets, net | 130,721 | 123,927 |
Available for sale securities - Investment in Centaur Media plc | 2,526 | 4,226 |
Deferred income taxes | 2,345 | 2,222 |
Property and equipment, net | 2,020 | 2,125 |
Real estate held for sale, net | 1,632 | 1,186 |
Proceeds held in escrow | 6,934 | |
Other assets | 8,636 | 9,172 |
Total assets | 184,629 | 180,114 |
Current Liabilities: | ||
Current portion of long-term debt | 2,104 | 1,869 |
Accounts payable and accrued liabilities | 3,838 | 4,904 |
Deferred revenue | 1,582 | 3,742 |
Total current liabilities | 7,524 | 10,515 |
Long-term debt | 65,203 | 57,692 |
Other noncurrent liabilities | 6,753 | 7,761 |
Total liabilities | 79,480 | 75,968 |
Commitments and contingencies (Note 12) | ||
Stockholders' Equity: | ||
Common stock, par value $0.01 per share, 10,000,000 shares authorized, 5,534,687 and 5,527,911 shares issued, respectively, and 5,146,366 and 5,139,590 shares outstanding, respectively | 55 | 55 |
Additional paid-in capital | 107,494 | 107,056 |
Retained earnings | 11,491 | 11,222 |
Accumulated other comprehensive loss, net of tax | -425 | -721 |
Treasury stock, at cost, 388,321 shares | -13,466 | -13,466 |
Total stockholders' equity | 105,149 | 104,146 |
Total liabilities and stockholders' equity | $184,629 | $180,114 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Aug. 31, 2013 | Dec. 01, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Consolidated Balance Sheets | ||
Accounts receivable, allowance (in dollars) | $144 | $128 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 5,534,687 | 5,527,911 |
Common stock, shares outstanding | 5,146,366 | 5,139,590 |
Treasury stock, shares | 388,321 | 388,321 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Aug. 31, 2013 | Sep. 01, 2012 | Aug. 31, 2013 | Sep. 01, 2012 |
Consolidated Statements of Operations | ||||
Rental revenue and property sales | $5,387 | $9,866 | $17,166 | $18,755 |
Landscape nursery net sales and other revenue | 2,844 | 2,681 | 12,018 | 11,139 |
Total revenue | 8,231 | 12,547 | 29,184 | 29,894 |
Costs related to rental revenue and property sales | 3,364 | 3,747 | 10,422 | 9,669 |
Costs of landscape nursery net sales and other revenue | 2,801 | 2,434 | 10,606 | 9,769 |
Total costs of goods sold and costs related to rental revenue and property sales | 6,165 | 6,181 | 21,028 | 19,438 |
Gross profit | 2,066 | 6,366 | 8,156 | 10,456 |
Selling, general and administrative expenses | 2,424 | 2,354 | 8,518 | 7,774 |
Operating (loss) profit | -358 | 4,012 | -362 | 2,682 |
Gain on sale of investment in Shemin Nurseries Holding Corporation | 3,397 | |||
Gain on sale of common stock in Centaur Media plc | 504 | |||
Interest expense | -938 | -817 | -2,881 | -2,522 |
Loss on debt extinguishment | -286 | |||
Investment income | 10 | 51 | 479 | |
Income (loss) before income tax (provision) benefit | -1,296 | 3,205 | 423 | 639 |
Income tax (provision) benefit | 367 | -1,323 | -154 | -294 |
Income (loss) from continuing operations | -929 | 1,882 | 269 | 345 |
Discontinued operation, net of tax: | ||||
Income from operations, net of tax | 117 | |||
Gain on sale of warehouse, net of tax | 1,530 | |||
Total discontinued operation, net of tax | 1,647 | |||
Net income (loss) | ($929) | $1,882 | $269 | $1,992 |
Basic net income (loss) per common share: | ||||
Income (loss) from continuing operations (in dollars per share) | ($0.18) | $0.37 | $0.05 | $0.07 |
Income from discontinued operation (in dollars per share) | $0.32 | |||
Basic net income (loss) per common share (in dollars per share) | ($0.18) | $0.37 | $0.05 | $0.39 |
Diluted net income (loss) per common share: | ||||
Income (loss) from continuing operations (in dollars per share) | ($0.18) | $0.37 | $0.05 | $0.07 |
Income from discontinued operation (in dollars per share) | $0.32 | |||
Diluted net income (loss) per common share (in dollars per share) | ($0.18) | $0.37 | $0.05 | $0.39 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (Loss) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Aug. 31, 2013 | Sep. 01, 2012 | Aug. 31, 2013 | Sep. 01, 2012 |
Consolidated Statements of Comprehensive Income (Loss) | ||||
Net income (loss) | ($929) | $1,882 | $269 | $1,992 |
Other comprehensive income (loss), net of tax: | ||||
Reclassifications included in net income (loss) | 122 | 105 | 20 | 312 |
Increase (decrease) in fair value of Centaur Media plc | 324 | 257 | -348 | 61 |
Unrealized gain (loss) on cash flow hedges | 357 | -249 | 624 | -804 |
Total other comprehensive income (loss), net of tax | 803 | 113 | 296 | -431 |
Total comprehensive income (loss) | ($126) | $1,995 | $565 | $1,561 |
Consolidated_Statements_of_Cha
Consolidated Statements of Changes in Stockholders' Equity (USD $) | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock |
In Thousands, except Share data, unless otherwise specified | ||||||
Balance at Dec. 03, 2011 | $103,305 | $55 | $106,370 | $11,284 | ($978) | ($13,426) |
Balance (in shares) at Dec. 03, 2011 | 5,521,170 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Stock-based compensation expense | 428 | 428 | ||||
Exercise of stock options | 80 | 80 | ||||
Exercise of stock options (in shares) | 5,322 | |||||
Net income | 1,992 | 1,992 | ||||
Total reclassifications included in net income | 312 | 312 | ||||
Other comprehensive income (loss) from cash flow hedging transactions, net of tax | -804 | -804 | ||||
Other comprehensive income (loss) from Centaur Media plc, net of tax | 61 | 61 | ||||
Balance at Sep. 01, 2012 | 105,374 | 55 | 106,878 | 13,276 | -1,409 | -13,426 |
Balance (in shares) at Sep. 01, 2012 | 5,526,492 | |||||
Balance at Dec. 01, 2012 | 104,146 | 55 | 107,056 | 11,222 | -721 | -13,466 |
Balance (in shares) at Dec. 01, 2012 | 5,527,911 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Stock-based compensation expense | 358 | 358 | ||||
Exercise of stock options | 80 | 80 | ||||
Exercise of stock options (in shares) | 6,776 | |||||
Net income | 269 | 269 | ||||
Total reclassifications included in net income | 20 | 20 | ||||
Other comprehensive income (loss) from cash flow hedging transactions, net of tax | 624 | 624 | ||||
Other comprehensive income (loss) from Centaur Media plc, net of tax | -348 | -348 | ||||
Balance at Aug. 31, 2013 | $105,149 | $55 | $107,494 | $11,491 | ($425) | ($13,466) |
Balance (in shares) at Aug. 31, 2013 | 5,534,687 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Aug. 31, 2013 | Sep. 01, 2012 |
Operating activities: | ||
Net income | $269 | $1,992 |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 4,984 | 4,593 |
Gain on sale of investment in Shemin Nurseries Holding Corporation | -3,397 | |
Gain on sales of properties | -2,312 | -7,510 |
Gain on sale of common stock in Centaur Media plc | -504 | |
Stock-based compensation expense | 358 | 428 |
Provision for inventory losses | 300 | 250 |
Loss on debt extinguishment | 286 | |
Amortization of debt issuance costs | 205 | 222 |
Deferred income taxes | 154 | 1,115 |
Provision for bad debts | 35 | 17 |
Income from equity investments | -4 | -6 |
Changes in assets and liabilities: | ||
Accounts receivable | -891 | -764 |
Inventories | -733 | -97 |
Other current assets | -620 | 73 |
Accounts payable and accrued liabilities | 733 | 648 |
Deferred revenue | 208 | 217 |
Other noncurrent assets and noncurrent liabilities, net | 38 | 340 |
Net cash (used in) provided by operating activities | -891 | 1,518 |
Investing activities: | ||
Additions to real estate assets | -12,262 | -12,330 |
Proceeds from property sale returned from escrow | 6,934 | |
Proceeds from the sale of investment in Shemin Nurseries Holding Corporation | 3,418 | |
Proceeds from the sale of common stock in Centaur Media plc | 1,160 | |
Proceeds from sales of properties, net of expenses | 505 | 22,466 |
Additions to property and equipment | -104 | -130 |
Proceeds from property sale deposited in escrow | -6,931 | |
Return of capital from Shemin Nurseries Holding Corporation | 309 | |
Net cash (used in) provided by investing activities | -349 | 3,384 |
Financing activities: | ||
Proceeds from debt | 9,100 | |
Payments of debt | -1,402 | -1,233 |
Dividends paid to stockholders | -1,028 | -513 |
Debt issuance costs | -436 | |
Exercise of stock options | 80 | 80 |
Debt modification costs | -70 | |
Net cash provided by (used in) financing activities | 6,244 | -1,666 |
Net increase in cash and cash equivalents | 5,004 | 3,236 |
Cash and cash equivalents at beginning of period | 10,181 | 7,431 |
Cash and cash equivalents at end of period | $15,185 | $10,667 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended |
Aug. 31, 2013 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies |
Basis of Presentation | |
The accompanying unaudited consolidated financial statements of Griffin Land & Nurseries, Inc. (“Griffin”) include the accounts of Griffin’s real estate business (“Griffin Land”) which is conducted through several subsidiaries and Griffin’s wholly-owned subsidiary in the landscape nursery business, Imperial Nurseries, Inc. (“Imperial”), and have been prepared in conformity with the standards of accounting measurement set forth by the Financial Accounting Standards Board (“FASB”) ASC 270, “Interim Reporting.” | |
The accompanying financial statements have been prepared in accordance with the accounting policies stated in Griffin’s audited financial statements for the fiscal year ended December 1, 2012 (“fiscal 2012”) included in Griffin’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission, and should be read in conjunction with the Notes to Consolidated 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 periods, have been reflected and all intercompany transactions have been eliminated. The consolidated balance sheet data as of December 1, 2012 was derived from Griffin’s audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”). | |
The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. Griffin regularly evaluates estimates and assumptions related to the useful life and recoverability of long-lived assets, stock-based compensation expense, deferred income tax asset valuations, valuation of derivative instruments, the allowance for doubtful accounts receivable, the estimated costs to complete required offsite improvements to land sold and the adequacy of inventory reserves. Griffin bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by Griffin may differ materially and adversely from Griffin’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. | |
As of August 31, 2013, Griffin was a party to several interest rate swap agreements to hedge its interest rate exposures. Griffin does not use derivatives for speculative purposes. Griffin applies FASB ASC 815-10, “Derivatives and Hedging,” (“ASC 815-10”) as amended, which establishes accounting and reporting standards for derivative instruments and hedging activities. ASC 815-10 requires Griffin to recognize all derivatives as either assets or liabilities on its consolidated balance sheet and measure those instruments at fair value. The changes in the fair values of the interest rate swap agreements are assessed in accordance with ASC 815-10 and reflected in the carrying values of the interest rate swap agreements on Griffin’s consolidated balance sheet. The estimated fair values are based primarily on projected future swap rates. | |
Griffin applies cash flow hedge accounting to its interest rate swap agreements that are designated as hedges of the variability of future cash flows from floating rate liabilities based on the benchmark interest rates. The change in fair values of Griffin’s interest rate swap agreements are recorded as components of accumulated other comprehensive income in stockholders’ equity to the extent they are effective. Any ineffective portion of the change in fair value of these instruments would be recorded as interest expense. | |
The results of operations for the thirteen weeks ended August 31, 2013 (the “2013 third quarter”) and the thirty-nine weeks ended August 31, 2013 (the “2013 nine month period”) are not necessarily indicative of the results to be expected for the full year. The thirteen weeks ended September 1, 2012 is referred to herein as the “2012 third quarter” and the thirty-nine weeks ended September 1, 2012 is referred to herein as the “2012 nine month period.” | |
Recent Accounting Pronouncements | |
In February 2013, the FASB issued Accounting Standards Update No. 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income,” which amends the presentation of comprehensive income. This update does not require new disclosures but creates new presentation requirements related to amounts reclassified out of accumulated other comprehensive income. More specifically, this update requires: (a) disclosure of the changes in the components of accumulated other comprehensive income; (b) disclosure of the effects on the individual line items in net income for each item of accumulated other comprehensive income that is reclassified in its entirety to net income; and (c) cross-references to other disclosures that provide additional details for other comprehensive income items that are not reclassified in their entirety to net income. For items that are required to be reclassified to net income in their entirety, this new guidance requires an entity to present this information either on the face of the statement where net income is presented or in the footnotes to the financial statements. For items that are not required to be reclassified in their entirety to net income, this new guidance requires cross-references to other disclosures that provide additional information about those amounts. This update was required to be adopted by Griffin no later than the 2013 second quarter; however, Griffin adopted the new presentation requirements in the 2013 first quarter. The adoption of this guidance requires new disclosures related to amounts reclassified out of accumulated other comprehensive income but did not have an impact on Griffin’s financial position or results of operations. | |
In July 2013, the FASB issued Accounting Standards Update No. 2013-10, “Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes,” which permits the Fed Funds Effective Swap Rate (also referred to as the Overnight Index Swap Rate) to be used as a U.S. benchmark interest rate for hedge accounting purposes, in addition to interest rates on direct Treasury obligations of the U.S. government and the London Interbank Offered Rate (“LIBOR”). This update also removes the restriction on using different benchmark rates for similar hedges. This update is required prospectively for qualifying new or redesignated hedging relationships entered into on or after July 17, 2013. The adoption of this guidance did not have an impact on Griffin’s financial position or results of operations. | |
In July 2013, the FASB issued Accounting Standards Update No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists,” which provides guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. Specifically, this update requires that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, with certain exceptions. This update will be effective for Griffin in the 2014 second quarter. Griffin is evaluating the impact that the application of this update will have on its consolidated financial statements. |
Discontinued_Operation
Discontinued Operation | 9 Months Ended |
Aug. 31, 2013 | |
Discontinued Operation | |
Discontinued Operation | 2. Discontinued Operation |
On January 31, 2012, Griffin Land closed on the sale of its Manchester, Connecticut warehouse to its full building tenant in that building. Net cash proceeds from the sale, after selling expenses of $438 paid out of the proceeds at closing and $25 paid separately, were $15,537, and a pretax gain of $2,886 is included in the results for discontinued operation in the 2012 nine month period. Upon completion of the sale, Griffin Land deposited the cash of $15,562 received from the sale at closing into an escrow account for the potential purchase of a replacement property under a Section 1031 like-kind exchange. Because Griffin Land did not identify a replacement property within the time frame required under the tax rules and regulations governing a Section 1031 like-kind exchange, on March 19, 2012 the cash that was being held in escrow was released to Griffin Land. | |
The operating results of the Manchester warehouse prior to its sale are reflected as a discontinued operation in Griffin’s consolidated statement of operations for the 2012 nine month period. Rental revenue and pretax operating profit from the Manchester warehouse in the 2012 nine month period were $273 and $221, respectively. |
Industry_Segment_Information
Industry Segment Information | 9 Months Ended | |||||||||||||
Aug. 31, 2013 | ||||||||||||||
Industry Segment Information | ||||||||||||||
Industry Segment Information | 3. Industry Segment Information | |||||||||||||
Griffin defines its reportable segments by their products and services, which are comprised of the real estate and landscape nursery segments. Management operates and receives reporting based upon these 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, | For the 39 Weeks Ended, | |||||||||||||
August 31, | September 1, | August 31, | September 1, | |||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Total net sales and other revenue: | ||||||||||||||
Rental revenue and property sales | $ | 5,387 | $ | 9,866 | $ | 17,166 | $ | 18,755 | ||||||
Landscape nursery net sales and other revenue | 2,844 | 2,681 | 12,018 | 11,139 | ||||||||||
$ | 8,231 | $ | 12,547 | $ | 29,184 | $ | 29,894 | |||||||
Operating profit (loss): | ||||||||||||||
Real estate | $ | 1,393 | $ | 5,498 | $ | 4,604 | $ | 7,138 | ||||||
Landscape nursery | (703 | ) | (468 | ) | (1,112 | ) | (1,075 | ) | ||||||
Industry segment totals | 690 | 5,030 | 3,492 | 6,063 | ||||||||||
General corporate expense | (1,048 | ) | (1,018 | ) | (3,854 | ) | (3,381 | ) | ||||||
Operating (loss) profit | (358 | ) | 4,012 | (362 | ) | 2,682 | ||||||||
Gain on sale of investment in Shemin Nurseries Holding Corporation | — | — | 3,397 | — | ||||||||||
Gain on sale of common stock in Centaur Media plc | — | — | 504 | — | ||||||||||
Interest expense | (938 | ) | (817 | ) | (2,881 | ) | (2,522 | ) | ||||||
Loss on debt extinguishment | — | — | (286 | ) | — | |||||||||
Investment income | — | 10 | 51 | 479 | ||||||||||
Income (loss) before income tax (provision) benefit | $ | (1,296 | ) | $ | 3,205 | $ | 423 | $ | 639 | |||||
The above table reflects the net sales and other revenue and operating profit (loss) included in continuing operations on Griffin’s consolidated statements of operations. Operating results of the Manchester, Connecticut warehouse and the gain on the sale of that building are included in the results of the discontinued operation on Griffin’s consolidated statements of operations (see Note 2). | ||||||||||||||
Continuing operations of the real estate segment include property sales revenue of $331 and $2,805 in the 2013 third quarter and 2013 nine month period, respectively. The 2013 nine month period primarily includes the recognition of previously deferred revenue on a land sale that was completed in the 2012 third quarter (see Note 11). Included in property sales revenue in the 2013 nine month period is $177 from an amended agreement related to that 2012 land sale. Continuing operations of the real estate segment in the 2012 third quarter and 2012 nine month period include property sales revenue of $5,360 which was also related to that same land sale. | ||||||||||||||
In fiscal 2009, Imperial shut down operations on its Florida farm and entered into a lease with another landscape nursery grower for that property. Other revenue of the landscape nursery segment includes revenue from the rental of Imperial’s Florida farm as follows: | ||||||||||||||
For the 13 Weeks Ended, | For the 39 Weeks Ended, | |||||||||||||
August 31, | September 1, | August 31, | September 1, | |||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Rental revenue from Imperial’s Florida farm | $ | 117 | $ | 117 | $ | 351 | $ | 352 | ||||||
Identifiable assets: | August 31, 2013 | December 1, 2012 | ||||||||||||
Real estate | $ | 141,354 | $ | 142,440 | ||||||||||
Landscape nursery | 21,769 | 20,693 | ||||||||||||
Industry segment totals | 163,123 | 163,133 | ||||||||||||
General corporate | 21,506 | 16,981 | ||||||||||||
Total assets | $ | 184,629 | $ | 180,114 | ||||||||||
Fair_Value
Fair Value | 9 Months Ended | |||||||||||||||
Aug. 31, 2013 | ||||||||||||||||
Fair Value | ||||||||||||||||
Fair Value | 4. Fair Value | |||||||||||||||
Griffin applies the provisions of FASB ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), which establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. An asset or liability’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 establishes three levels of inputs that may be used to measure fair value, as follows: | ||||||||||||||||
Level 1 applies to assets or liabilities for which there are quoted market prices in active markets for identical assets or liabilities. Griffin’s available-for-sale securities are considered Level 1 within the fair value hierarchy. | ||||||||||||||||
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, such as quoted prices for similar assets or liabilities in active markets; quoted prices for assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 2 liabilities include Griffin’s interest rate swap derivatives (see Note 9). Beginning in the 2013 first quarter, the fair values of Griffin’s interest rate swap derivative instruments were based on discounted cash flow models that incorporate the cash flows of the derivatives as well as the current Overnight Indexed Swap (“OIS”) rate and swap curve along with other market data. Prior to the beginning of fiscal 2013, the fair values of Griffin’s interest rate swap derivative instruments were based on discounted cash flow models that incorporated the cash flows of the derivatives as well as the current LIBOR rate and swap curve along with other market data. The change to using the OIS rate from the LIBOR rate is consistent with current industry best practices. The OIS rate is now considered the best discount rate to utilize since it is the best proxy for the risk-free rate. These inputs are readily available in public markets or can be derived from information available in publicly quoted markets, therefore, Griffin has categorized these derivative instruments as Level 2 within the fair value hierarchy. | ||||||||||||||||
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. | ||||||||||||||||
During the 2013 nine month period, Griffin did not transfer any assets or liabilities in or out of Levels 1 or 2. The following are Griffin’s financial assets and liabilities carried at fair value and measured at fair value on a recurring basis: | ||||||||||||||||
August 31, 2013 | ||||||||||||||||
Quoted Prices in | Significant | Significant | ||||||||||||||
Active Markets for | Observable | Unobservable | ||||||||||||||
Identical Assets | Inputs | Inputs | ||||||||||||||
(Level 1) | (Level 2) | (Level 3) | ||||||||||||||
Marketable equity securities | $ | 2,526 | $ | — | $ | — | ||||||||||
Interest rate swap liabilities | $ | — | $ | 1,642 | $ | — | ||||||||||
December 1, 2012 | ||||||||||||||||
Quoted Prices in | Significant | Significant | ||||||||||||||
Active Markets for | Observable | Unobservable | ||||||||||||||
Identical Assets | Inputs | Inputs | ||||||||||||||
(Level 1) | (Level 2) | (Level 3) | ||||||||||||||
Marketable equity securities | $ | 4,226 | $ | — | $ | — | ||||||||||
Interest rate swap liabilities | $ | — | $ | 3,191 | $ | — | ||||||||||
The carrying and estimated fair values of Griffin’s financial instruments are as follows: | ||||||||||||||||
Fair Value | August 31, 2013 | December 1, 2012 | ||||||||||||||
Hierarchy | Carrying | Estimated | Carrying | Estimated | ||||||||||||
Level | Value | Fair Value | Value | Fair Value | ||||||||||||
Financial assets: | ||||||||||||||||
Cash and cash equivalents | 1 | $ | 15,185 | $ | 15,185 | $ | 10,181 | $ | 10,181 | |||||||
Available-for-sale securities | 1 | 2,526 | 2,526 | 4,226 | 4,226 | |||||||||||
Financial liabilities: | ||||||||||||||||
Mortgage debt | 2 | 67,213 | 68,552 | 59,489 | 61,781 | |||||||||||
Interest rate swaps | 2 | 1,642 | 1,642 | 3,191 | 3,191 | |||||||||||
The fair values of the available-for-sale securities are based on quoted market prices. The fair values of the mortgage debt are estimated based on current rates offered to Griffin for similar debt of the same remaining maturities, and additionally, Griffin considers its credit worthiness in determining the fair value of its debt. The fair values of the interest rate swaps (used for purposes other than trading) are determined based on discounted cash flow models that incorporate the cash flows of the derivatives as well as the current OIS rate and swap curve along with other market data, taking into account current interest rates and the credit worthiness of the counterparty for assets and the credit worthiness of Griffin for liabilities. |
Inventories
Inventories | 9 Months Ended | |||||||
Aug. 31, 2013 | ||||||||
Inventories | ||||||||
Inventories | 5. Inventories | |||||||
Inventories consist of: | ||||||||
August 31, 2013 | December 1, 2012 | |||||||
Nursery stock | $ | 13,876 | $ | 13,058 | ||||
Materials and supplies | 763 | 1,148 | ||||||
$ | 14,639 | $ | 14,206 | |||||
In the 2013 third quarter and 2013 nine month period, a charge of $300 was included in costs of landscape nursery sales to increase reserves for unsaleable inventories and plants that are expected to be sold below cost as seconds. The 2012 third quarter and 2012 nine month period included a charge of $250 to increase inventory reserves for unsaleable inventories and plants that were expected to be sold below cost as seconds. |
Real_Estate_Assets
Real Estate Assets | 9 Months Ended | |||||||||||||
Aug. 31, 2013 | ||||||||||||||
Real Estate Assets | ||||||||||||||
Real Estate Assets | 6. Real Estate Assets | |||||||||||||
Real estate assets consist of: | ||||||||||||||
Estimated | August 31, 2013 | December 1, 2012 | ||||||||||||
Useful Lives | ||||||||||||||
Land | $ | 17,385 | $ | 10,267 | ||||||||||
Land improvements | 10 to 30 years | 15,367 | 15,138 | |||||||||||
Buildings and improvements | 10 to 40 years | 127,151 | 125,971 | |||||||||||
Tenant improvements | Shorter of useful life or terms of related lease | 16,191 | 14,738 | |||||||||||
Development costs | 15,415 | 14,557 | ||||||||||||
191,509 | 180,671 | |||||||||||||
Accumulated depreciation | (60,788 | ) | (56,744 | ) | ||||||||||
$ | 130,721 | $ | 123,927 | |||||||||||
Included in real estate assets, net as of August 31, 2013 and December 1, 2012 was $1,771 and $1,921, respectively, reflecting the net book value of Imperial’s Florida farm that was shut down in fiscal 2009 and is being leased to another landscape nursery grower. | ||||||||||||||
Total depreciation expense and capitalized interest related to real estate assets, net were as follows: | ||||||||||||||
For the 13 Weeks Ended, | For the 39 Weeks Ended, | |||||||||||||
August 31, | September 1, | August 31, | September 1, | |||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Depreciation expense | $ | 1,388 | $ | 1,269 | $ | 4,136 | $ | 3,839 | ||||||
Capitalized interest | $ | — | $ | 227 | $ | — | $ | 596 | ||||||
In the 2012 third quarter, Griffin Land sold 93 acres of undeveloped land in the New England Tradeport (“Tradeport”), Griffin Land’s industrial park located in Windsor and East Granby, Connecticut, for cash proceeds of $7,000, before transaction costs (the “Dollar Tree Sale”). Under the terms of the Dollar Tree Sale, Griffin Land was required to construct a sewer line to service the land that was sold. As a result of Griffin Land’s continuing involvement with the land sold, the Dollar Tree Sale was accounted for under the percentage of completion method. Accordingly, the revenue and the pretax gain on sale were recognized on a pro rata basis in a ratio equal to the percentage of the total costs incurred to the total anticipated costs of sale, including the costs of the required construction of the sewer line. Costs included in determining the percentage of completion included the cost of the land sold, allocated master planning costs of Tradeport, selling and transaction costs and the cost to construct the required sewer line. Upon completion of the sale, Griffin Land deposited the cash of $6,929 received from the Dollar Tree Sale at closing into an escrow account, reflected as Proceeds Held in Escrow on Griffin’s consolidated balance sheet as of December 1, 2012, for the potential purchase of a replacement property under a Section 1031 like-kind exchange. | ||||||||||||||
On December 28, 2012, Griffin Land closed on the acquisition of approximately 49 acres of undeveloped land in the Lehigh Valley of Pennsylvania for $7,119 in cash, using the proceeds from the Dollar Tree Sale that were being held in escrow to complete the Section 1031 like-kind exchange. The land acquired will support the development of two industrial buildings totaling approximately 530,000 square feet. As governmental approvals of such development were not in place at the time of closing, the seller agreed to provide Griffin Land with rescission rights if the required approvals were not obtained or the seller did not complete certain post-closing obligations. Griffin Land has received conditional final plan approvals for its development plans for the land acquired, and expects to record the final development plans by the end of 2013. | ||||||||||||||
As of the end of the 2013 second quarter, all of the costs related to the Dollar Tree Sale were incurred; therefore, from the date of the Dollar Tree Sale through the end of the 2013 second quarter, all of the revenue and the pretax gain on sale have been recognized in Griffin’s consolidated statements of operations. Griffin’s consolidated statement of operations for the 2013 nine month period includes revenue of $2,474 and a pretax gain of $2,109 from the Dollar Tree Sale. Including the pretax gain on sale of $3,942 recognized in fiscal 2012, the total pretax gain on the Dollar Tree Sale was $6,051. Included in the pretax gain is $177 from an amended agreement related to the Dollar Tree Sale whereby Griffin Land received $177 upon completion of the sewer line to service the land that was sold. | ||||||||||||||
Real estate assets held for sale consist of: | ||||||||||||||
August 31, 2013 | December 1, 2012 | |||||||||||||
Land | $ | 170 | $ | 35 | ||||||||||
Development costs | 1,462 | 1,151 | ||||||||||||
1,632 | 1,186 | |||||||||||||
Accumulated depreciation | — | — | ||||||||||||
$ | 1,632 | $ | 1,186 | |||||||||||
See Note 13 for information related to an agreement entered into by Griffin Land for the sale of undeveloped land subsequent to August 31, 2013. |
Investments
Investments | 9 Months Ended | |||||||
Aug. 31, 2013 | ||||||||
Investments | ||||||||
Investments | 7. Investments | |||||||
Centaur Media plc | ||||||||
Griffin’s investment in the common stock of Centaur Media plc (“Centaur Media”) is accounted for as an available-for-sale security under FASB ASC 320-10, “Investments — Debt and Equity Securities.” Accordingly, changes in the fair value of Centaur Media, net of income taxes, along with the effect of changes in the foreign currency exchange rate, net of income taxes, are included in accumulated other comprehensive income (see Note 10). | ||||||||
As of December 1, 2012, Griffin held 5,277,150 shares of Centaur Media common stock. In the 2013 nine month period, Griffin sold 1,324,688 shares of its Centaur Media common stock for total cash proceeds of $1,160, after transaction costs. The sale of Centaur Media common stock resulted in a pretax gain of $504 in the 2013 nine month period. Griffin held 3,952,462 shares of Centaur Media common stock as of August 31, 2013. | ||||||||
The cost, unrealized gain and fair value of Griffin’s investment in Centaur Media are as follows: | ||||||||
August 31, 2013 | December 1, 2012 | |||||||
Fair value | $ | 2,526 | $ | 4,226 | ||||
Cost | 1,957 | 2,613 | ||||||
Unrealized gain | $ | 569 | $ | 1,613 | ||||
Shemin Nurseries Holding Corp. | ||||||||
As of December 1, 2012, Griffin held an approximate 14% equity interest in Shemin Nurseries Holding Corp. (“SNHC”), which operated a landscape nursery distribution business through its subsidiary. Griffin accounted for its investment in SNHC under the cost method of accounting for investments. In the 2012 first quarter, Griffin received a cash distribution from SNHC which was treated as investment income and return of investment. Accordingly, Griffin did not have any remaining book value in its investment in SNHC as of December 1, 2012. | ||||||||
On January 18, 2013, Griffin completed the sale of its investment in SNHC for total cash proceeds of $3,418, resulting in a pretax gain of $3,397. |
Property_and_Equipment
Property and Equipment | 9 Months Ended | |||||||||
Aug. 31, 2013 | ||||||||||
Property and Equipment | ||||||||||
Property and Equipment | 8. Property and Equipment | |||||||||
Property and equipment consist of: | ||||||||||
Estimated Useful | August 31, 2013 | December 1, 2012 | ||||||||
Lives | ||||||||||
Land | $ | 437 | $ | 437 | ||||||
Land improvements | 10 to 20 years | 1,561 | 1,561 | |||||||
Buildings and improvements | 10 to 40 years | 1,865 | 1,857 | |||||||
Machinery and equipment | 3 to 20 years | 12,138 | 12,300 | |||||||
16,001 | 16,155 | |||||||||
Accumulated depreciation | (13,981 | ) | (14,030 | ) | ||||||
$ | 2,020 | $ | 2,125 |
LongTerm_Debt
Long-Term Debt | 9 Months Ended | |||||||
Aug. 31, 2013 | ||||||||
Long-Term Debt | ||||||||
Long-Term Debt | 9. Long-Term Debt | |||||||
Long-term debt includes: | ||||||||
August 31, 2013 | December 1, 2012 | |||||||
Nonrecourse mortgages: | ||||||||
6.30%, due May 1, 2014 | $ | 148 | $ | 289 | ||||
5.73%, due August 1, 2015 | 18,718 | 19,018 | ||||||
8.13%, due April 1, 2016 | 3,690 | 3,943 | ||||||
7.0%, due October 2, 2017 | 5,840 | 6,016 | ||||||
Variable rate mortgage, due October 2, 2017* | 6,604 | 6,726 | ||||||
Variable rate mortgage, due February 1, 2019* | 11,213 | 11,396 | ||||||
Variable rate mortgage, due August 1, 2019* | 7,911 | 8,034 | ||||||
Variable rate mortgage, due January 27, 2020* | 3,989 | 4,067 | ||||||
Variable rate mortgage, due September 1, 2023* | 9,100 | — | ||||||
Total nonrecourse mortgages | 67,213 | 59,489 | ||||||
Revolving line of credit | — | — | ||||||
Capital leases | 94 | 72 | ||||||
Total | 67,307 | 59,561 | ||||||
Less: current portion | (2,104 | ) | (1,869 | ) | ||||
Total long-term debt | $ | 65,203 | $ | 57,692 | ||||
* Griffin entered into interest rate swap agreements effectively to fix the interest rates on these loans (see below). | ||||||||
As of August 31, 2013, Griffin was a party to several interest rate swap agreements related to its variable rate nonrecourse mortgages on certain of its real estate assets. Griffin accounts for its interest rate swap agreements as effective cash flow hedges (see Note 4). No ineffectiveness on the cash flow hedges was recognized as of August 31, 2013 and none is anticipated over the term of the agreements. Amounts in other comprehensive income (loss) will be reclassified into interest expense over the term of the swap agreements to achieve fixed rates on each mortgage. None of the interest rate swap agreements contain any credit risk related contingent features. In the 2013 nine month period, Griffin recognized a gain (included in other comprehensive income) before taxes of $990 on its interest rate swap agreements. In the 2012 nine month period, Griffin recognized a loss (included in other comprehensive income) before taxes of $1,276 on its interest rate swap agreements. | ||||||||
As of August 31, 2013, $965 is expected to be reclassified over the next twelve months from accumulated other comprehensive loss to interest expense. As of August 31, 2013, the liability for Griffin’s interest rate swap agreements was $1,642 and is included in other noncurrent liabilities on Griffin’s consolidated balance sheet. | ||||||||
On April 1, 2013, a subsidiary of Griffin entered into a modification agreement for its 5.25% nonrecourse mortgage loan with First Niagara Bank due January 27, 2020 (the “2020 First Niagara Mortgage”). The modification agreement changed the interest rate of the 2020 First Niagara Mortgage from a fixed rate of 5.25% to a variable rate of the one month LIBOR rate plus 2.5%. The loan modification did not change the loan’s collateral or maturity date. Griffin Land paid $70 to First Niagara Bank for the loan modification, plus transaction costs. Because the difference between the present values of the future payments under the existing loan and the modified loan is greater than 10%, the loan modification was accounted for as a debt extinguishment. As such, all deferred costs related to the 2020 First Niagara Mortgage ($216) and the fee paid to First Niagara Bank for the modification agreement are reflected as a loss on debt extinguishment on Griffin’s consolidated statement of operations. Concurrent with the completion of the loan modification agreement, Griffin Land entered into an interest rate swap agreement with First Niagara Bank to fix the interest rate on the 2020 First Niagara Mortgage at 3.91% for the duration of the loan. | ||||||||
On April 24, 2013, Griffin closed on a new $12.5 million revolving credit line with Webster Bank (the “Webster Credit Line”). The Webster Credit Line is for two years with an option for Griffin to extend the credit line for a third year. The Webster Credit Line replaced Griffin’s $12.5 million credit line with Doral Bank (the “Doral Credit Line”) that was scheduled to expire on May 1, 2013. Interest on the outstanding borrowings under the Webster Credit Line will be at the one month LIBOR rate plus 2.75%. Interest on outstanding borrowings under the Doral Credit Line was the higher of the prime rate plus 1.5% or 5.875%. The Webster Credit Line is collateralized by Griffin Land’s properties in Griffin Center South, aggregating approximately 235,000 square feet and an approximately 48,000 square foot single-story office building in Griffin Center. These are the same properties that collateralized the Doral Credit Line. There were no borrowings under the Doral Credit Line in fiscal 2012 or in the 2013 nine month period and there were no borrowings under the Webster Credit Line as of the date of this Quarterly Report on Form 10-Q. | ||||||||
On August 28, 2013, a subsidiary of Griffin closed on a $9.1 million nonrecourse mortgage loan with First Niagara Bank (the “2023 First Niagara Mortgage”), collateralized by a 228,000 square foot industrial building in Lower Nazareth, Pennsylvania that was constructed in fiscal 2012. Although this mortgage is nonrecourse, Griffin and its subsidiary entered into a master lease that is coterminous with the 2023 First Niagara Mortgage which would become effective if the full building tenant in that building does not renew its five-year lease when it is scheduled to expire in fiscal 2018. The 2023 First Niagara Mortgage has a ten-year term with monthly payments of principal and interest starting on October 1, 2013, based on a twenty-five year amortization schedule. The interest rate for the 2023 First Niagara Mortgage is a floating rate of the one month LIBOR rate plus 1.95%. At the time Griffin closed on the 2023 First Niagara Mortgage, Griffin also entered into an interest rate swap agreement with First Niagara Bank for a notional principal amount of $9.1 million at inception to fix the interest rate of the 2023 First Niagara Mortgage at 4.79%. Payments under the swap agreement commence on October 1, 2013 and will continue monthly until September 1, 2023, which is also the termination date of the 2023 First Niagara Mortgage. |
Stockholders_Equity
Stockholders' Equity | 9 Months Ended | |||||||||||||||||||
Aug. 31, 2013 | ||||||||||||||||||||
Stockholders' Equity | ||||||||||||||||||||
Stockholders' Equity | 10. Stockholders’ Equity | |||||||||||||||||||
Per Share Results | ||||||||||||||||||||
Basic and diluted per share results were based on the following: | ||||||||||||||||||||
For the 13 Weeks Ended, | For the 39 Weeks Ended, | |||||||||||||||||||
August 31, | September 1, | August 31, | September 1, | |||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||
Income (loss) as reported from continuing operations for computation of basic and diluted per share results, net of tax | $ | (929 | ) | $ | 1,882 | $ | 269 | $ | 345 | |||||||||||
Income as reported from discontinued operations for computation of basic and diluted per share results, net of tax | — | — | — | 1,647 | ||||||||||||||||
Net income (loss) | $ | (929 | ) | $ | 1,882 | $ | 269 | $ | 1,992 | |||||||||||
Weighted average shares outstanding for computation of basic per share results | 5,146,000 | 5,139,000 | 5,143,000 | 5,137,000 | ||||||||||||||||
Incremental shares from assumed exercise of Griffin stock options (a) | — | 4,000 | 7,000 | 4,000 | ||||||||||||||||
Adjusted weighted average shares for computation of diluted per share results | 5,146,000 | 5,143,000 | 5,150,000 | 5,141,000 | ||||||||||||||||
(a) Incremental shares from the assumed exercise of Griffin stock options are not included in periods where the inclusion of such shares would be anti-dilutive. Such assessment is based on income (loss) from continuing operations when net income includes discontinued operations. The incremental shares from the assumed exercise of stock options in the thirteen weeks ended August 31, 2013 would have been 10,000. | ||||||||||||||||||||
Griffin Stock Option Plan | ||||||||||||||||||||
Stock options are granted by Griffin under the Griffin Land & Nurseries, Inc. 2009 Stock Option Plan (the “2009 Stock Option Plan”). 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 previously issued 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 August 31, 2013 may be exercised as stock appreciation rights. | ||||||||||||||||||||
The following options were granted by Griffin under the 2009 Stock Option Plan to non-employee directors upon their re-election to Griffin’s Board of Directors: | ||||||||||||||||||||
For the 39 Weeks Ended, | ||||||||||||||||||||
August 31, 2013 | September 1, 2012 | |||||||||||||||||||
Number of | Fair Value per | Number of | Fair Value per | |||||||||||||||||
Shares | Option at Grant | Shares | Option at Grant | |||||||||||||||||
Date | Date | |||||||||||||||||||
Non-employee directors | 8,112 | $ | 12.94 | 6,748 | $ | 11.32 | ||||||||||||||
The fair values of all options granted were estimated as of the grant date using the Black-Scholes option-pricing model. Assumptions used in determining the fair value of the stock options granted in the 2013 and 2012 nine month periods were as follows: | ||||||||||||||||||||
For the 39 Weeks Ended, | ||||||||||||||||||||
August 31, 2013 | September 1, 2012 | |||||||||||||||||||
Expected volatility | 40.3 | % | 41.1 | % | ||||||||||||||||
Risk free interest rate | 1.33 | % | 1.16 | % | ||||||||||||||||
Expected option term (in years) | 8.5 | 8.5 | ||||||||||||||||||
Annual dividend yield | $ | 0.2 | — | |||||||||||||||||
Activity under the Griffin Stock Option Plan is summarized as follows: | ||||||||||||||||||||
For the 39 Weeks Ended, | ||||||||||||||||||||
August 31, 2013 | September 1, 2012 | |||||||||||||||||||
Vested Options | Number of | Weighted | Number of | Weighted | ||||||||||||||||
Shares | Avg. | Shares | Avg. | |||||||||||||||||
Exercise | Exercise | |||||||||||||||||||
Price | Price | |||||||||||||||||||
Outstanding at beginning of period | 80,451 | $ | 29.95 | 54,075 | $ | 27.08 | ||||||||||||||
Exercised | (6,776 | ) | $ | 11.81 | (5,322 | ) | $ | 15.03 | ||||||||||||
Vested | 34,143 | $ | 32.36 | 33,801 | $ | 32.69 | ||||||||||||||
Forfeited | (2,667 | ) | $ | 32.28 | (1,419 | ) | $ | 28.18 | ||||||||||||
Outstanding at end of period | 105,151 | $ | 31.85 | 81,135 | $ | 30.19 | ||||||||||||||
Range of Exercise | Outstanding at | Weighted Avg. | Weighted Avg. | Total | ||||||||||||||||
Prices for Vested | August 31, 2013 | Exercise Price | Remaining | Intrinsic | ||||||||||||||||
Options | Contractual Life | Value | ||||||||||||||||||
(in years) | ||||||||||||||||||||
$23.00-$32.00 | 33,742 | $ | 28.15 | 4.6 | $ | 89 | ||||||||||||||
$32.00-$39.00 | 71,409 | $ | 33.59 | 5.3 | — | |||||||||||||||
105,151 | $ | 31.85 | 5.1 | $ | 89 | |||||||||||||||
For the 39 Weeks Ended, | ||||||||||||||||||||
August 31, 2013 | September 1, 2012 | |||||||||||||||||||
Nonvested Options | Number of | Weighted | Number of | Weighted | ||||||||||||||||
Shares | Avg. | Shares | Avg. | |||||||||||||||||
Exercise | Exercise | |||||||||||||||||||
Price | Price | |||||||||||||||||||
Nonvested at beginning of period | 163,390 | $ | 29.84 | 190,443 | $ | 30.56 | ||||||||||||||
Granted | 8,112 | $ | 29.58 | 6,748 | $ | 23.7 | ||||||||||||||
Vested | (34,143 | ) | $ | 32.36 | (33,801 | ) | $ | 32.69 | ||||||||||||
Forfeited | (2,833 | ) | $ | 30.03 | — | $ | — | |||||||||||||
Nonvested at end of period | 134,526 | $ | 29.18 | 163,390 | $ | 29.84 | ||||||||||||||
Range of Exercise | Outstanding at | Weighted Avg. | Weighted Avg. | Total | ||||||||||||||||
Prices for | August 31, 2013 | Exercise Price | Remaining | Intrinsic | ||||||||||||||||
Nonvested Options | Contractual Life | Value | ||||||||||||||||||
(in years) | ||||||||||||||||||||
$23.00-$30.00 | 115,360 | $ | 28.53 | 7.6 | $ | 255 | ||||||||||||||
$33.00-$35.00 | 19,166 | $ | 33.07 | 5.4 | — | |||||||||||||||
134,526 | $ | 29.18 | 7.3 | $ | 255 | |||||||||||||||
Number of option holders at August 31, 2013 | 17 | |||||||||||||||||||
Compensation expense and related tax benefits for stock options were as follows: | ||||||||||||||||||||
For the 13 Weeks Ended, | For the 39 Weeks Ended, | |||||||||||||||||||
August 31, | September 1, | August 31, | September 1, | |||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||
Compensation expense | $ | 91 | $ | 124 | $ | 358 | $ | 428 | ||||||||||||
Related tax benefit | $ | 29 | $ | 32 | $ | 86 | $ | 98 | ||||||||||||
As of August 31, 2013, the unrecognized compensation expense related to nonvested stock options that will be recognized during future periods is as follows: | ||||||||||||||||||||
Balance of Fiscal 2013 | $ | 107 | ||||||||||||||||||
Fiscal 2014 | $ | 262 | ||||||||||||||||||
Fiscal 2015 | $ | 111 | ||||||||||||||||||
Fiscal 2016 | $ | 12 | ||||||||||||||||||
Accumulated Other Comprehensive Loss | ||||||||||||||||||||
Accumulated other comprehensive loss, net of tax, is comprised of the following: | ||||||||||||||||||||
Unrealized | Unrealized gain | Actuarial gain | ||||||||||||||||||
loss on cash | on investment | on postretirement | ||||||||||||||||||
flow hedges | in Centaur Media | benefit plan | Total | |||||||||||||||||
Balance December 1, 2012 | $ | (2,011 | ) | $ | 1,054 | $ | 236 | $ | (721 | ) | ||||||||||
Before reclassfication | 624 | (348 | ) | — | 276 | |||||||||||||||
Amount reclassified | 352 | (332 | ) | — | 20 | |||||||||||||||
Net current period activity for other comprehensive loss | 976 | (680 | ) | — | 296 | |||||||||||||||
Balance August 31, 2013 | $ | (1,035 | ) | $ | 374 | $ | 236 | $ | (425 | ) | ||||||||||
Changes in accumulated other comprehensive income (loss) are as follows: | ||||||||||||||||||||
For the 13 Weeks Ended, | ||||||||||||||||||||
August 31, 2013 | September 1, 2012 | |||||||||||||||||||
Pre-Tax | Tax | Net-of-Tax | Pre-Tax | Tax | Net-of-Tax | |||||||||||||||
(Expense) | (Expense) | |||||||||||||||||||
Benefit | Benefit | |||||||||||||||||||
Reclassification included in net income (loss): | ||||||||||||||||||||
Loss on cash flow hedges (interest expense) | $ | 193 | $ | (71 | ) | $ | 122 | $ | 166 | $ | (61 | ) | $ | 105 | ||||||
Total reclassification included in net income (loss) | 193 | (71 | ) | 122 | 166 | (61 | ) | 105 | ||||||||||||
Mark to market adjustment on Centaur Media for the increase in the foreign currency exchange rate | 49 | (17 | ) | 32 | 96 | (33 | ) | 63 | ||||||||||||
Mark to market adjustment on Centaur Media for the increase in fair value | 450 | (158 | ) | 292 | 298 | (104 | ) | 194 | ||||||||||||
Increase (decrease) in fair value of Griffin’s cash flow hedges | 566 | (209 | ) | 357 | (394 | ) | 145 | (249 | ) | |||||||||||
Other comprehensive income (loss) | $ | 1,258 | $ | (455 | ) | $ | 803 | $ | 166 | $ | (53 | ) | $ | 113 | ||||||
For the 39 Weeks Ended, | ||||||||||||||||||||
August 31, 2013 | September 1, 2012 | |||||||||||||||||||
Pre-Tax | Tax | Net-of-Tax | Pre-Tax | Tax | Net-of-Tax | |||||||||||||||
(Expense) | (Expense) | |||||||||||||||||||
Benefit | Benefit | |||||||||||||||||||
Reclassifications included in net income (loss): | ||||||||||||||||||||
Realized gain on sale of Centaur Media (gain on sale) | $ | (509 | ) | $ | 177 | $ | (332 | ) | $ | — | $ | — | $ | — | ||||||
Loss on cash flow hedges (interest expense) | 559 | (207 | ) | 352 | 495 | (183 | ) | 312 | ||||||||||||
Total reclassifications included in net income (loss) | 50 | (30 | ) | 20 | 495 | (183 | ) | 312 | ||||||||||||
Mark to market adjustment on Centaur Media for the (decrease) increase in the foreign currency exchange rate | (174 | ) | 61 | (113 | ) | 52 | (18 | ) | 34 | |||||||||||
Mark to market adjustment on Centaur Media for the (decrease) increase in fair value | (361 | ) | 126 | (235 | ) | 41 | (14 | ) | 27 | |||||||||||
Increase (decrease) in fair value of Griffin’s cash flow hedges | 990 | (366 | ) | 624 | (1,276 | ) | 472 | (804 | ) | |||||||||||
Other comprehensive income (loss) | $ | 505 | $ | (209 | ) | $ | 296 | $ | (688 | ) | $ | 257 | $ | (431 | ) | |||||
Cash Dividend | ||||||||||||||||||||
Griffin did not declare a cash dividend in the 2013 or 2012 nine month periods. During the 2013 first quarter, Griffin paid $1,028 for the cash dividend declared in the 2012 fourth quarter. During the 2012 first quarter, Griffin paid $513 for the cash dividend declared in the 2011 fourth quarter. |
Supplemental_Financial_Stateme
Supplemental Financial Statement Information | 9 Months Ended | |||||||||||||
Aug. 31, 2013 | ||||||||||||||
Supplemental Financial Statement Information | ||||||||||||||
Supplemental Financial Statement Information | 11. Supplemental Financial Statement Information | |||||||||||||
Deferred Revenue on Land Sale | ||||||||||||||
In the 2012 third quarter, Griffin Land closed on the Dollar Tree Sale. Under the terms of the Dollar Tree Sale, Griffin Land was required to construct a sewer line to service the land that was sold. As a result of Griffin Land’s continuing involvement with the land sold, this transaction was accounted for under the percentage of completion method, whereby the revenue and the pretax gain on sale were recognized on a pro rata basis in a ratio equal to the percentage of the total costs incurred to the total anticipated costs of sale, including the costs of the required construction of the sewer line. | ||||||||||||||
As of the end of the 2013 second quarter, all of the costs related to the Dollar Tree Sale were incurred; therefore, from the date of the transaction through the end of the 2013 second quarter, all of the revenue and pretax gain on sale have been recognized in Griffin’s consolidated statements of operations. Griffin’s consolidated statement of operations for the 2013 nine month period includes revenue of $2,474 and a pretax gain on sale of $2,109 from the Dollar Tree Sale. Including the pretax gain on sale of $3,942 recognized in fiscal 2012, the total pretax gain on the Dollar Tree Sale was $6,051. | ||||||||||||||
Supplemental Cash Flow Information | ||||||||||||||
A decrease of $535 in the 2013 nine month period and an increase of $93 in the 2012 nine month period in Griffin’s Investment in Centaur Media reflect the mark to market adjustments of this investment and did not affect Griffin’s cash. In the 2013 nine month period, Griffin sold 1,324,688 shares of its Centaur Media common stock (see Note 7). | ||||||||||||||
Included in accounts payable and accrued liabilities at August 31, 2013 and December 1, 2012 were $171 and $942, respectively, for additions to real estate assets. Accounts payable and accrued liabilities related to additions to real estate assets decreased by $771 in the 2013 nine month period and increased by $48 in the 2012 nine month period. | ||||||||||||||
Griffin incurred new capital lease obligations of $48 and $54 related to equipment acquisitions in the 2013 nine month period and the 2012 nine month period, respectively. | ||||||||||||||
As of December 1, 2012, Griffin’s accrued liabilities included $1,028 for a dividend on Griffin’s common stock that was declared prior to the end of fiscal 2012 and paid in the 2013 first quarter. | ||||||||||||||
For the 13 Weeks Ended, | For the 39 Weeks Ended, | |||||||||||||
August 31, | September 1, | August 31, 2013 | September 1, | |||||||||||
2013 | 2012 | 2012 | ||||||||||||
Interest payments, net of capitalized interest | $ | 877 | $ | 636 | $ | 2,724 | $ | 2,562 | ||||||
Income Taxes | ||||||||||||||
Griffin’s effective income tax rate on continuing operations was 36.4% for the 2013 nine month period as compared to 46.0% in the 2012 nine month period. The effective tax rate in the 2013 nine month period is based on management’s projections for the balance of the year. To the extent that actual results differ from current projections, the effective income tax rate may change. | ||||||||||||||
As of August 31, 2013, Griffin’s consolidated balance sheet includes a net current deferred tax asset of $39 and a net noncurrent deferred tax asset of $2,345. Although Griffin has incurred pretax losses from continuing operations for the fiscal years ended December 1, 2012, December 3, 2011 and November 27, 2010, management has concluded that a valuation allowance against those net deferred tax assets is not required. | ||||||||||||||
Examinations of Griffin’s fiscal 2007, fiscal 2008 and fiscal 2009 New York state income tax returns are currently being performed. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Aug. 31, 2013 | |
Commitments and Contingencies | |
Commitments and Contingencies | 12. Commitments and Contingencies |
On August 23, 2013, Griffin entered into a letter of intent for the disposition of the landscape nursery growing operations of Imperial, to a private company grower of landscape nursery products (the “Proposed Transaction”). The Proposed Transaction is subject to the negotiation of a definitive agreement, completion of due diligence, financing and other conditions. Based on the terms of the letter of intent, the Proposed Transaction would include a sale of Imperial’s inventory with payments to be received over a period of thirty-six months and a long-term lease, with the option to purchase, of the land, land improvements and other operating assets that are used by Imperial in its Connecticut growing operations. If the Proposed Transaction as contemplated by the letter of intent is completed, Griffin would record a significant charge to reduce Imperial’s inventory carrying costs as a result of the purchase price of Imperial’s inventory under the terms of the letter of intent. As the Proposed Transaction remains under negotiation as of the date of this Quarterly Report on Form 10-Q, there is significant doubt whether the Proposed Transaction will be completed under the terms of the letter of intent, or at all. In the event that the Proposed Transaction is not consummated, it is uncertain whether Griffin could consummate on commercially acceptable terms the sale of the growing operations of Imperial to another buyer within one year. Accordingly, the results of operations of Imperial are reported in continuing operations in Griffin’s consolidated statement of operations. | |
As of August 31, 2013, Griffin had committed purchase obligations of approximately $903, principally for the development of Griffin Land’s properties and the purchase of plants and raw materials by Imperial. | |
Griffin is involved, as a defendant, in various litigation matters arising in the ordinary course of business. In the opinion of management, based on the advice of legal counsel, the ultimate liability, if any, with respect to these matters is not expected to be material, individually or in the aggregate, to Griffin’s consolidated financial position, results of operations or cash flows. | |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Aug. 31, 2013 | |
Subsequent Events | |
Subsequent Events | 13. Subsequent Events |
On September 6, 2013, Griffin Land entered into a Real Estate Sales Contract (the “Sales Contract”) for the sale of approximately 90 acres of undeveloped land for approximately $9.0 million in cash, before transaction expenses. The land to be sold is in Windsor, Connecticut and is part of an approximately 268 acre parcel of undeveloped land that straddles the town line between Windsor and Bloomfield, Connecticut. Under the terms of the Sales Contract, Griffin Land and the buyer will construct roadways connecting the land parcel to be sold with existing town roads. The roads to be built will also provide access to the remaining acreage in Griffin Land’s land parcel. The completion of this transaction is contingent on a number of factors, including the buyer obtaining all necessary final permits from governmental authorities for its development plans for the site it would acquire and the buyer receiving municipal and state economic development incentives it deems adequate. If completed under its current terms, Griffin Land expects to record a material pretax gain on this transaction. There is no guarantee that this transaction will be completed under its current terms, or at all. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Aug. 31, 2013 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation |
The accompanying unaudited consolidated financial statements of Griffin Land & Nurseries, Inc. (“Griffin”) include the accounts of Griffin’s real estate business (“Griffin Land”) which is conducted through several subsidiaries and Griffin’s wholly-owned subsidiary in the landscape nursery business, Imperial Nurseries, Inc. (“Imperial”), and have been prepared in conformity with the standards of accounting measurement set forth by the Financial Accounting Standards Board (“FASB”) ASC 270, “Interim Reporting.” | |
The accompanying financial statements have been prepared in accordance with the accounting policies stated in Griffin’s audited financial statements for the fiscal year ended December 1, 2012 (“fiscal 2012”) included in Griffin’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission, and should be read in conjunction with the Notes to Consolidated 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 periods, have been reflected and all intercompany transactions have been eliminated. The consolidated balance sheet data as of December 1, 2012 was derived from Griffin’s audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”). | |
The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. Griffin regularly evaluates estimates and assumptions related to the useful life and recoverability of long-lived assets, stock-based compensation expense, deferred income tax asset valuations, valuation of derivative instruments, the allowance for doubtful accounts receivable, the estimated costs to complete required offsite improvements to land sold and the adequacy of inventory reserves. Griffin bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by Griffin may differ materially and adversely from Griffin’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. | |
As of August 31, 2013, Griffin was a party to several interest rate swap agreements to hedge its interest rate exposures. Griffin does not use derivatives for speculative purposes. Griffin applies FASB ASC 815-10, “Derivatives and Hedging,” (“ASC 815-10”) as amended, which establishes accounting and reporting standards for derivative instruments and hedging activities. ASC 815-10 requires Griffin to recognize all derivatives as either assets or liabilities on its consolidated balance sheet and measure those instruments at fair value. The changes in the fair values of the interest rate swap agreements are assessed in accordance with ASC 815-10 and reflected in the carrying values of the interest rate swap agreements on Griffin’s consolidated balance sheet. The estimated fair values are based primarily on projected future swap rates. | |
Griffin applies cash flow hedge accounting to its interest rate swap agreements that are designated as hedges of the variability of future cash flows from floating rate liabilities based on the benchmark interest rates. The change in fair values of Griffin’s interest rate swap agreements are recorded as components of accumulated other comprehensive income in stockholders’ equity to the extent they are effective. Any ineffective portion of the change in fair value of these instruments would be recorded as interest expense. | |
The results of operations for the thirteen weeks ended August 31, 2013 (the “2013 third quarter”) and the thirty-nine weeks ended August 31, 2013 (the “2013 nine month period”) are not necessarily indicative of the results to be expected for the full year. The thirteen weeks ended September 1, 2012 is referred to herein as the “2012 third quarter” and the thirty-nine weeks ended September 1, 2012 is referred to herein as the “2012 nine month period.” | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
In February 2013, the FASB issued Accounting Standards Update No. 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income,” which amends the presentation of comprehensive income. This update does not require new disclosures but creates new presentation requirements related to amounts reclassified out of accumulated other comprehensive income. More specifically, this update requires: (a) disclosure of the changes in the components of accumulated other comprehensive income; (b) disclosure of the effects on the individual line items in net income for each item of accumulated other comprehensive income that is reclassified in its entirety to net income; and (c) cross-references to other disclosures that provide additional details for other comprehensive income items that are not reclassified in their entirety to net income. For items that are required to be reclassified to net income in their entirety, this new guidance requires an entity to present this information either on the face of the statement where net income is presented or in the footnotes to the financial statements. For items that are not required to be reclassified in their entirety to net income, this new guidance requires cross-references to other disclosures that provide additional information about those amounts. This update was required to be adopted by Griffin no later than the 2013 second quarter; however, Griffin adopted the new presentation requirements in the 2013 first quarter. The adoption of this guidance requires new disclosures related to amounts reclassified out of accumulated other comprehensive income but did not have an impact on Griffin’s financial position or results of operations. | |
In July 2013, the FASB issued Accounting Standards Update No. 2013-10, “Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes,” which permits the Fed Funds Effective Swap Rate (also referred to as the Overnight Index Swap Rate) to be used as a U.S. benchmark interest rate for hedge accounting purposes, in addition to interest rates on direct Treasury obligations of the U.S. government and the London Interbank Offered Rate (“LIBOR”). This update also removes the restriction on using different benchmark rates for similar hedges. This update is required prospectively for qualifying new or redesignated hedging relationships entered into on or after July 17, 2013. The adoption of this guidance did not have an impact on Griffin’s financial position or results of operations. | |
In July 2013, the FASB issued Accounting Standards Update No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists,” which provides guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. Specifically, this update requires that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, with certain exceptions. This update will be effective for Griffin in the 2014 second quarter. Griffin is evaluating the impact that the application of this update will have on its consolidated financial statements. |
Industry_Segment_Information_T
Industry Segment Information (Tables) | 9 Months Ended | |||||||||||||
Aug. 31, 2013 | ||||||||||||||
Industry Segment Information | ||||||||||||||
Schedule of net sales and operating profit/loss included in continuing operations | ||||||||||||||
For the 13 Weeks Ended, | For the 39 Weeks Ended, | |||||||||||||
August 31, | September 1, | August 31, | September 1, | |||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Total net sales and other revenue: | ||||||||||||||
Rental revenue and property sales | $ | 5,387 | $ | 9,866 | $ | 17,166 | $ | 18,755 | ||||||
Landscape nursery net sales and other revenue | 2,844 | 2,681 | 12,018 | 11,139 | ||||||||||
$ | 8,231 | $ | 12,547 | $ | 29,184 | $ | 29,894 | |||||||
Operating profit (loss): | ||||||||||||||
Real estate | $ | 1,393 | $ | 5,498 | $ | 4,604 | $ | 7,138 | ||||||
Landscape nursery | (703 | ) | (468 | ) | (1,112 | ) | (1,075 | ) | ||||||
Industry segment totals | 690 | 5,030 | 3,492 | 6,063 | ||||||||||
General corporate expense | (1,048 | ) | (1,018 | ) | (3,854 | ) | (3,381 | ) | ||||||
Operating (loss) profit | (358 | ) | 4,012 | (362 | ) | 2,682 | ||||||||
Gain on sale of investment in Shemin Nurseries Holding Corporation | — | — | 3,397 | — | ||||||||||
Gain on sale of common stock in Centaur Media plc | — | — | 504 | — | ||||||||||
Interest expense | (938 | ) | (817 | ) | (2,881 | ) | (2,522 | ) | ||||||
Loss on debt extinguishment | — | — | (286 | ) | — | |||||||||
Investment income | — | 10 | 51 | 479 | ||||||||||
Income (loss) before income tax (provision) benefit | $ | (1,296 | ) | $ | 3,205 | $ | 423 | $ | 639 | |||||
Schedule of rental revenue from Imperial's Florida farm | For the 13 Weeks Ended, | |||||||||||||
For the 39 Weeks Ended, | ||||||||||||||
August 31, | September 1, | August 31, | September 1, | |||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Rental revenue from Imperial’s Florida farm | $ | 117 | $ | 117 | $ | 351 | $ | 352 | ||||||
Schedule of identifiable assets | Identifiable assets: | August 31, 2013 | December 1, 2012 | |||||||||||
Real estate | $ | 141,354 | $ | 142,440 | ||||||||||
Landscape nursery | 21,769 | 20,693 | ||||||||||||
Industry segment totals | 163,123 | 163,133 | ||||||||||||
General corporate | 21,506 | 16,981 | ||||||||||||
Total assets | $ | 184,629 | $ | 180,114 |
Fair_Value_Tables
Fair Value (Tables) | 9 Months Ended | |||||||||||||||
Aug. 31, 2013 | ||||||||||||||||
Fair Value | ||||||||||||||||
Schedule of financial assets and liabilities carried at fair value and measured at fair value on a recurring basis: | August 31, 2013 | |||||||||||||||
Quoted Prices in | Significant | Significant | ||||||||||||||
Active Markets for | Observable | Unobservable | ||||||||||||||
Identical Assets | Inputs | Inputs | ||||||||||||||
(Level 1) | (Level 2) | (Level 3) | ||||||||||||||
Marketable equity securities | $ | 2,526 | $ | — | $ | — | ||||||||||
Interest rate swap liabilities | $ | — | $ | 1,642 | $ | — | ||||||||||
December 1, 2012 | ||||||||||||||||
Quoted Prices in | Significant | Significant | ||||||||||||||
Active Markets for | Observable | Unobservable | ||||||||||||||
Identical Assets | Inputs | Inputs | ||||||||||||||
(Level 1) | (Level 2) | (Level 3) | ||||||||||||||
Marketable equity securities | $ | 4,226 | $ | — | $ | — | ||||||||||
Interest rate swap liabilities | $ | — | $ | 3,191 | $ | — | ||||||||||
Schedule of carrying and estimated fair values of financial instruments | Fair Value | August 31, 2013 | December 1, 2012 | |||||||||||||
Hierarchy | Carrying | Estimated | Carrying | Estimated | ||||||||||||
Level | Value | Fair Value | Value | Fair Value | ||||||||||||
Financial assets: | ||||||||||||||||
Cash and cash equivalents | 1 | $ | 15,185 | $ | 15,185 | $ | 10,181 | $ | 10,181 | |||||||
Available-for-sale securities | 1 | 2,526 | 2,526 | 4,226 | 4,226 | |||||||||||
Financial liabilities: | ||||||||||||||||
Mortgage debt | 2 | 67,213 | 68,552 | 59,489 | 61,781 | |||||||||||
Interest rate swaps | 2 | 1,642 | 1,642 | 3,191 | 3,191 | |||||||||||
Inventories_Tables
Inventories (Tables) | 9 Months Ended | |||||||
Aug. 31, 2013 | ||||||||
Inventories | ||||||||
Schedule of inventories | August 31, 2013 | |||||||
December 1, 2012 | ||||||||
Nursery stock | $ | 13,876 | $ | 13,058 | ||||
Materials and supplies | 763 | 1,148 | ||||||
$ | 14,639 | $ | 14,206 |
Real_Estate_Assets_Tables
Real Estate Assets (Tables) | 9 Months Ended | |||||||||||||
Aug. 31, 2013 | ||||||||||||||
Real estate assets | ||||||||||||||
Schedule of real estate assets | ||||||||||||||
Estimated | August 31, 2013 | December 1, 2012 | ||||||||||||
Useful Lives | ||||||||||||||
Land | $ | 17,385 | $ | 10,267 | ||||||||||
Land improvements | 10 to 30 years | 15,367 | 15,138 | |||||||||||
Buildings and improvements | 10 to 40 years | 127,151 | 125,971 | |||||||||||
Tenant improvements | Shorter of useful life or terms of related lease | 16,191 | 14,738 | |||||||||||
Development costs | 15,415 | 14,557 | ||||||||||||
191,509 | 180,671 | |||||||||||||
Accumulated depreciation | (60,788 | ) | (56,744 | ) | ||||||||||
$ | 130,721 | $ | 123,927 | |||||||||||
Schedule of total depreciation expense and capitalized interest related to real estate assets, net | ||||||||||||||
For the 13 Weeks Ended, | For the 39 Weeks Ended, | |||||||||||||
August 31, | September 1, | August 31, | September 1, | |||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Depreciation expense | $ | 1,388 | $ | 1,269 | $ | 4,136 | $ | 3,839 | ||||||
Capitalized interest | $ | — | $ | 227 | $ | — | $ | 596 | ||||||
Held for Sale | ||||||||||||||
Real estate assets | ||||||||||||||
Schedule of real estate assets | ||||||||||||||
August 31, 2013 | December 1, 2012 | |||||||||||||
Land | $ | 170 | $ | 35 | ||||||||||
Development costs | 1,462 | 1,151 | ||||||||||||
1,632 | 1,186 | |||||||||||||
Accumulated depreciation | — | — | ||||||||||||
$ | 1,632 | $ | 1,186 |
Investments_Tables
Investments (Tables) | 9 Months Ended | |||||||
Aug. 31, 2013 | ||||||||
Investments | ||||||||
Schedule of cost, unrealized gain and fair value of Griffin's investment in Centaur Media | August 31, 2013 | December 1, 2012 | ||||||
Fair value | $ | 2,526 | $ | 4,226 | ||||
Cost | 1,957 | 2,613 | ||||||
Unrealized gain | $ | 569 | $ | 1,613 | ||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 9 Months Ended | |||||||||
Aug. 31, 2013 | ||||||||||
Property and Equipment | ||||||||||
Schedule of property and equipment | ||||||||||
Estimated Useful | August 31, 2013 | December 1, 2012 | ||||||||
Lives | ||||||||||
Land | $ | 437 | $ | 437 | ||||||
Land improvements | 10 to 20 years | 1,561 | 1,561 | |||||||
Buildings and improvements | 10 to 40 years | 1,865 | 1,857 | |||||||
Machinery and equipment | 3 to 20 years | 12,138 | 12,300 | |||||||
16,001 | 16,155 | |||||||||
Accumulated depreciation | (13,981 | ) | (14,030 | ) | ||||||
$ | 2,020 | $ | 2,125 |
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 9 Months Ended | |||||||
Aug. 31, 2013 | ||||||||
Long-Term Debt | ||||||||
Schedule of long- term debt | August 31, 2013 | December 1, 2012 | ||||||
Nonrecourse mortgages: | ||||||||
6.30%, due May 1, 2014 | $ | 148 | $ | 289 | ||||
5.73%, due August 1, 2015 | 18,718 | 19,018 | ||||||
8.13%, due April 1, 2016 | 3,690 | 3,943 | ||||||
7.0%, due October 2, 2017 | 5,840 | 6,016 | ||||||
Variable rate mortgage, due October 2, 2017* | 6,604 | 6,726 | ||||||
Variable rate mortgage, due February 1, 2019* | 11,213 | 11,396 | ||||||
Variable rate mortgage, due August 1, 2019* | 7,911 | 8,034 | ||||||
Variable rate mortgage, due January 27, 2020* | 3,989 | 4,067 | ||||||
Variable rate mortgage, due September 1, 2023* | 9,100 | — | ||||||
Total nonrecourse mortgages | 67,213 | 59,489 | ||||||
Revolving line of credit | — | — | ||||||
Capital leases | 94 | 72 | ||||||
Total | 67,307 | 59,561 | ||||||
Less: current portion | (2,104 | ) | (1,869 | ) | ||||
Total long-term debt | $ | 65,203 | $ | 57,692 | ||||
* Griffin entered into interest rate swap agreements effectively to fix the interest rates on these loans (see below). |
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 9 Months Ended | |||||||||||||||||||
Aug. 31, 2013 | ||||||||||||||||||||
Stockholders' Equity | ||||||||||||||||||||
Schedule of basic and diluted per share results | For the 13 Weeks Ended, | For the 39 Weeks Ended, | ||||||||||||||||||
August 31, | September 1, | August 31, | September 1, | |||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||
Income (loss) as reported from continuing operations for computation of basic and diluted per share results, net of tax | $ | (929 | ) | $ | 1,882 | $ | 269 | $ | 345 | |||||||||||
Income as reported from discontinued operations for computation of basic and diluted per share results, net of tax | — | — | — | 1,647 | ||||||||||||||||
Net income (loss) | $ | (929 | ) | $ | 1,882 | $ | 269 | $ | 1,992 | |||||||||||
Weighted average shares outstanding for computation of basic per share results | 5,146,000 | 5,139,000 | 5,143,000 | 5,137,000 | ||||||||||||||||
Incremental shares from assumed exercise of Griffin stock options (a) | — | 4,000 | 7,000 | 4,000 | ||||||||||||||||
Adjusted weighted average shares for computation of diluted per share results | 5,146,000 | 5,143,000 | 5,150,000 | 5,141,000 | ||||||||||||||||
(a) Incremental shares from the assumed exercise of Griffin stock options are not included in periods where the inclusion of such shares would be anti-dilutive. Such assessment is based on income (loss) from continuing operations when net income includes discontinued operations. The incremental shares from the assumed exercise of stock options in the thirteen weeks ended August 31, 2013 would have been 10,000. | ||||||||||||||||||||
Schedule of options granted under 2009 Stock Option Plan to non-employee directors upon their re-election to Board of Directors | ||||||||||||||||||||
For the 39 Weeks Ended, | ||||||||||||||||||||
August 31, 2013 | September 1, 2012 | |||||||||||||||||||
Number of | Fair Value per | Number of | Fair Value per | |||||||||||||||||
Shares | Option at Grant | Shares | Option at Grant | |||||||||||||||||
Date | Date | |||||||||||||||||||
Non-employee directors | 8,112 | $ | 12.94 | 6,748 | $ | 11.32 | ||||||||||||||
Schedule of assumptions used in determining fair value of stock options granted | ||||||||||||||||||||
For the 39 Weeks Ended, | ||||||||||||||||||||
August 31, 2013 | September 1, 2012 | |||||||||||||||||||
Expected volatility | 40.3 | % | 41.1 | % | ||||||||||||||||
Risk free interest rate | 1.33 | % | 1.16 | % | ||||||||||||||||
Expected option term (in years) | 8.5 | 8.5 | ||||||||||||||||||
Annual dividend yield | $ | 0.2 | — | |||||||||||||||||
Summary of activity under the Griffin Stock Option Plan of the vested stock options | For the 39 Weeks Ended, | |||||||||||||||||||
August 31, 2013 | September 1, 2012 | |||||||||||||||||||
Vested Options | Number of | Weighted | Number of | Weighted | ||||||||||||||||
Shares | Avg. | Shares | Avg. | |||||||||||||||||
Exercise | Exercise | |||||||||||||||||||
Price | Price | |||||||||||||||||||
Outstanding at beginning of period | 80,451 | $ | 29.95 | 54,075 | $ | 27.08 | ||||||||||||||
Exercised | (6,776 | ) | $ | 11.81 | (5,322 | ) | $ | 15.03 | ||||||||||||
Vested | 34,143 | $ | 32.36 | 33,801 | $ | 32.69 | ||||||||||||||
Forfeited | (2,667 | ) | $ | 32.28 | (1,419 | ) | $ | 28.18 | ||||||||||||
Outstanding at end of period | 105,151 | $ | 31.85 | 81,135 | $ | 30.19 | ||||||||||||||
Schedule of vested options by range of exercise prices | ||||||||||||||||||||
Range of Exercise | Outstanding at | Weighted Avg. | Weighted Avg. | Total | ||||||||||||||||
Prices for Vested | August 31, 2013 | Exercise Price | Remaining | Intrinsic | ||||||||||||||||
Options | Contractual Life | Value | ||||||||||||||||||
(in years) | ||||||||||||||||||||
$23.00-$32.00 | 33,742 | $ | 28.15 | 4.6 | $ | 89 | ||||||||||||||
$32.00-$39.00 | 71,409 | $ | 33.59 | 5.3 | — | |||||||||||||||
105,151 | $ | 31.85 | 5.1 | $ | 89 | |||||||||||||||
Summary of activity under the Griffin Stock Option Plan of the nonvested stock options | ||||||||||||||||||||
For the 39 Weeks Ended, | ||||||||||||||||||||
August 31, 2013 | September 1, 2012 | |||||||||||||||||||
Nonvested Options | Number of | Weighted | Number of | Weighted | ||||||||||||||||
Shares | Avg. | Shares | Avg. | |||||||||||||||||
Exercise | Exercise | |||||||||||||||||||
Price | Price | |||||||||||||||||||
Nonvested at beginning of period | 163,390 | $ | 29.84 | 190,443 | $ | 30.56 | ||||||||||||||
Granted | 8,112 | $ | 29.58 | 6,748 | $ | 23.7 | ||||||||||||||
Vested | (34,143 | ) | $ | 32.36 | (33,801 | ) | $ | 32.69 | ||||||||||||
Forfeited | (2,833 | ) | $ | 30.03 | — | $ | — | |||||||||||||
Nonvested at end of period | 134,526 | $ | 29.18 | 163,390 | $ | 29.84 | ||||||||||||||
Schedule of nonvested options by range of exercise prices | Range of Exercise | Outstanding at | Weighted Avg. | Weighted Avg. | Total | |||||||||||||||
Prices for | August 31, 2013 | Exercise Price | Remaining | Intrinsic | ||||||||||||||||
Nonvested Options | Contractual Life | Value | ||||||||||||||||||
(in years) | ||||||||||||||||||||
$23.00-$30.00 | 115,360 | $ | 28.53 | 7.6 | $ | 255 | ||||||||||||||
$33.00-$35.00 | 19,166 | $ | 33.07 | 5.4 | — | |||||||||||||||
134,526 | $ | 29.18 | 7.3 | $ | 255 | |||||||||||||||
Number of option holders at August 31, 2013 | 17 | |||||||||||||||||||
Schedule of option holders | For the 13 Weeks Ended, | For the 39 Weeks Ended, | ||||||||||||||||||
August 31, | September 1, | August 31, | September 1, | |||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||
Compensation expense | $ | 91 | $ | 124 | $ | 358 | $ | 428 | ||||||||||||
Related tax benefit | $ | 29 | $ | 32 | $ | 86 | $ | 98 | ||||||||||||
Schedule of compensation expense and related tax benefits for stock options | As of August 31, 2013, the unrecognized compensation expense related to nonvested stock options that will be recognized during future periods is as follows: | |||||||||||||||||||
Balance of Fiscal 2013 | $ | 107 | ||||||||||||||||||
Fiscal 2014 | $ | 262 | ||||||||||||||||||
Fiscal 2015 | $ | 111 | ||||||||||||||||||
Fiscal 2016 | $ | 12 | ||||||||||||||||||
Schedule of unrecognized compensation expense related to nonvested stock options that will be recognized during future periods | ||||||||||||||||||||
Unrealized | Unrealized gain | Actuarial gain | ||||||||||||||||||
loss on cash | on investment | on postretirement | ||||||||||||||||||
flow hedges | in Centaur Media | benefit plan | Total | |||||||||||||||||
Balance December 1, 2012 | $ | (2,011 | ) | $ | 1,054 | $ | 236 | $ | (721 | ) | ||||||||||
Before reclassfication | 624 | (348 | ) | — | 276 | |||||||||||||||
Amount reclassified | 352 | (332 | ) | — | 20 | |||||||||||||||
Net current period activity for other comprehensive loss | 976 | (680 | ) | — | 296 | |||||||||||||||
Balance August 31, 2013 | $ | (1,035 | ) | $ | 374 | $ | 236 | $ | (425 | ) | ||||||||||
Schedule of components of accumulated other comprehensive loss | ||||||||||||||||||||
For the 13 Weeks Ended, | ||||||||||||||||||||
August 31, 2013 | September 1, 2012 | |||||||||||||||||||
Pre-Tax | Tax | Net-of-Tax | Pre-Tax | Tax | Net-of-Tax | |||||||||||||||
(Expense) | (Expense) | |||||||||||||||||||
Benefit | Benefit | |||||||||||||||||||
Reclassification included in net income (loss): | ||||||||||||||||||||
Loss on cash flow hedges (interest expense) | $ | 193 | $ | (71 | ) | $ | 122 | $ | 166 | $ | (61 | ) | $ | 105 | ||||||
Total reclassification included in net income (loss) | 193 | (71 | ) | 122 | 166 | (61 | ) | 105 | ||||||||||||
Mark to market adjustment on Centaur Media for the increase in the foreign currency exchange rate | 49 | (17 | ) | 32 | 96 | (33 | ) | 63 | ||||||||||||
Mark to market adjustment on Centaur Media for the increase in fair value | 450 | (158 | ) | 292 | 298 | (104 | ) | 194 | ||||||||||||
Increase (decrease) in fair value of Griffin’s cash flow hedges | 566 | (209 | ) | 357 | (394 | ) | 145 | (249 | ) | |||||||||||
Other comprehensive income (loss) | $ | 1,258 | $ | (455 | ) | $ | 803 | $ | 166 | $ | (53 | ) | $ | 113 | ||||||
Schedule of changes in accumulated other comprehensive income (loss) | For the 39 Weeks Ended, | |||||||||||||||||||
August 31, 2013 | September 1, 2012 | |||||||||||||||||||
Pre-Tax | Tax | Net-of-Tax | Pre-Tax | Tax | Net-of-Tax | |||||||||||||||
(Expense) | (Expense) | |||||||||||||||||||
Benefit | Benefit | |||||||||||||||||||
Reclassifications included in net income (loss): | ||||||||||||||||||||
Realized gain on sale of Centaur Media (gain on sale) | $ | (509 | ) | $ | 177 | $ | (332 | ) | $ | — | $ | — | $ | — | ||||||
Loss on cash flow hedges (interest expense) | 559 | (207 | ) | 352 | 495 | (183 | ) | 312 | ||||||||||||
Total reclassifications included in net income (loss) | 50 | (30 | ) | 20 | 495 | (183 | ) | 312 | ||||||||||||
Mark to market adjustment on Centaur Media for the (decrease) increase in the foreign currency exchange rate | (174 | ) | 61 | (113 | ) | 52 | (18 | ) | 34 | |||||||||||
Mark to market adjustment on Centaur Media for the (decrease) increase in fair value | (361 | ) | 126 | (235 | ) | 41 | (14 | ) | 27 | |||||||||||
Increase (decrease) in fair value of Griffin’s cash flow hedges | 990 | (366 | ) | 624 | (1,276 | ) | 472 | (804 | ) | |||||||||||
Other comprehensive income (loss) | $ | 505 | $ | (209 | ) | $ | 296 | $ | (688 | ) | $ | 257 | $ | (431 | ) |
Supplemental_Financial_Stateme1
Supplemental Financial Statement Information (Tables) | 9 Months Ended | |||||||||||||
Aug. 31, 2013 | ||||||||||||||
Supplemental Financial Statement Information | ||||||||||||||
Schedule of interest payments, net of capitalized interest | ||||||||||||||
For the 13 Weeks Ended, | For the 39 Weeks Ended, | |||||||||||||
August 31, | September 1, | August 31, 2013 | September 1, | |||||||||||
2013 | 2012 | 2012 | ||||||||||||
Interest payments, net of capitalized interest | $ | 877 | $ | 636 | $ | 2,724 | $ | 2,562 | ||||||
Discontinued_Operation_Details
Discontinued Operation (Details) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 01, 2012 |
Discontinued Operation | |
Proceeds from property sale deposited in escrow account | $6,931 |
Manchester, Connecticut warehouse | |
Discontinued Operation | |
Selling expenses paid out of the proceeds | 438 |
Selling expenses paid separately | 25 |
Proceeds from sale of real estate assets | 15,537 |
Pretax gain included in results for discontinued operation | 2,886 |
Proceeds from property sale deposited in escrow account | 15,562 |
Income statement disclosure | |
Pretax operating profit | 221 |
Rental revenue | $273 |
Industry_Segment_Information_D
Industry Segment Information (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Aug. 31, 2013 | Sep. 01, 2012 | Aug. 31, 2013 | Sep. 01, 2012 | Dec. 01, 2012 |
Industry segment information | |||||
Rental revenue and property sales | $5,387 | $9,866 | $17,166 | $18,755 | |
Landscape nursery net sales and other revenue | 2,844 | 2,681 | 12,018 | 11,139 | |
Total revenue | 8,231 | 12,547 | 29,184 | 29,894 | |
Operating profit (loss) | -358 | 4,012 | -362 | 2,682 | |
Gain on sale of investment in Shemin Nurseries Holding Corporation | 3,397 | ||||
Gain on sale of common stock in Centaur Media plc | 504 | ||||
Interest expense | -938 | -817 | -2,881 | -2,522 | |
Loss on debt extinguishment | -286 | ||||
Investment income | 10 | 51 | 479 | ||
Income (loss) before income tax (provision) benefit | -1,296 | 3,205 | 423 | 639 | |
Property sales revenue | 331 | 5,360 | 2,805 | 5,360 | |
Identifiable assets | 184,629 | 184,629 | 180,114 | ||
Land | |||||
Industry segment information | |||||
Revenue from an amended agreement related to land sale | 177 | ||||
Industry segment | |||||
Industry segment information | |||||
Operating profit (loss) | 690 | 5,030 | 3,492 | 6,063 | |
Identifiable assets | 163,123 | 163,123 | 163,133 | ||
Real estate | |||||
Industry segment information | |||||
Operating profit (loss) | 1,393 | 5,498 | 4,604 | 7,138 | |
Identifiable assets | 141,354 | 141,354 | 142,440 | ||
Landscape nursery | |||||
Industry segment information | |||||
Operating profit (loss) | -703 | -468 | -1,112 | -1,075 | |
Identifiable assets | 21,769 | 21,769 | 20,693 | ||
Landscape nursery | Imperial's Florida farm | |||||
Industry segment information | |||||
Rental revenue | 117 | 117 | 351 | 352 | |
General corporate | |||||
Industry segment information | |||||
Operating profit (loss) | -1,048 | -1,018 | -3,854 | -3,381 | |
Identifiable assets | $21,506 | $21,506 | $16,981 | ||
Countries outside United States | |||||
Industry segment information | |||||
Number of operations | 0 |
Fair_Value_Details
Fair Value (Details) (USD $) | Aug. 31, 2013 | Dec. 01, 2012 |
In Thousands, unless otherwise specified | ||
Financial assets and liabilities carried at fair value and measured at fair value on a recurring basis: | ||
Interest rate swap liabilities | $1,642 | |
Recurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Financial assets and liabilities carried at fair value and measured at fair value on a recurring basis: | ||
Marketable equity securities | 2,526 | 4,226 |
Recurring basis | Significant Observable Inputs (Level 2) | ||
Financial assets and liabilities carried at fair value and measured at fair value on a recurring basis: | ||
Interest rate swap liabilities | $1,642 | $3,191 |
Fair_Value_Details_2
Fair Value (Details 2) (USD $) | Aug. 31, 2013 | Dec. 01, 2012 |
In Thousands, unless otherwise specified | ||
Financial liabilities: | ||
Interest rate swaps | $1,642 | |
Carrying Value | Level 1 | ||
Financial assets: | ||
Cash and cash equivalents | 15,185 | 10,181 |
Available-for-sale securities | 2,526 | 4,226 |
Carrying Value | Level 2 | ||
Financial liabilities: | ||
Mortgage debt | 67,213 | 59,489 |
Interest rate swaps | 1,642 | 3,191 |
Estimated Fair Value | Level 1 | ||
Financial assets: | ||
Cash and cash equivalents | 15,185 | 10,181 |
Available-for-sale securities | 2,526 | 4,226 |
Estimated Fair Value | Level 2 | ||
Financial liabilities: | ||
Mortgage debt | 68,552 | 61,781 |
Interest rate swaps | $1,642 | $3,191 |
Inventories_Details
Inventories (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Aug. 31, 2013 | Sep. 01, 2012 | Aug. 31, 2013 | Sep. 01, 2012 | Dec. 01, 2012 |
Inventories | |||||
Nursery stock | $13,876 | $13,876 | $13,058 | ||
Materials and supplies | 763 | 763 | 1,148 | ||
Inventories, net | 14,639 | 14,639 | 14,206 | ||
Charge to increase inventory reserves for unsaleable inventories and plants expected to be sold below cost as seconds | $300 | $250 | $300 | $250 |
Real_Estate_Assets_Details
Real Estate Assets (Details) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 21 Months Ended | 9 Months Ended | 9 Months Ended | ||||||||||||||||||||||
In Thousands, unless otherwise specified | Aug. 31, 2013 | Sep. 01, 2012 | Aug. 31, 2013 | Sep. 01, 2012 | Dec. 01, 2012 | Aug. 31, 2013 | Dec. 01, 2012 | Aug. 31, 2013 | Dec. 01, 2012 | Aug. 31, 2013 | Dec. 01, 2012 | Sep. 01, 2012 | Aug. 31, 2013 | Dec. 01, 2012 | Aug. 31, 2013 | Aug. 31, 2013 | Dec. 01, 2012 | Aug. 31, 2013 | Dec. 01, 2012 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Dec. 01, 2012 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Dec. 01, 2012 | Aug. 31, 2013 | Dec. 01, 2012 | Aug. 31, 2013 | Dec. 01, 2012 |
Imperial's Florida farm | Imperial's Florida farm | Held for Sale | Held for Sale | Land | Land | Land | Land | Land | Land | Land | Land | Land improvements | Land improvements | Land improvements | Land improvements | Buildings and improvements | Buildings and improvements | Buildings and improvements | Buildings and improvements | Tenant improvements | Tenant improvements | Development costs | Development costs | Development costs | Development costs | ||||||
Tradeport Undeveloped land sale | Tradeport Undeveloped land sale | Tradeport Undeveloped land sale | Tradeport Undeveloped land sale | Held for Sale | Held for Sale | Minimum | Maximum | Minimum | Maximum | Held for Sale | Held for Sale | ||||||||||||||||||||
acre | |||||||||||||||||||||||||||||||
Real estate assets | |||||||||||||||||||||||||||||||
Estimated Useful Lives | 10 years | 30 years | 10 years | 40 years | |||||||||||||||||||||||||||
Real estate assets, gross | $191,509 | $191,509 | $180,671 | $1,632 | $1,186 | $17,385 | $10,267 | $170 | $35 | $15,367 | $15,138 | $127,151 | $125,971 | $16,191 | $14,738 | $15,415 | $14,557 | $1,462 | $1,151 | ||||||||||||
Accumulated depreciation | -60,788 | -60,788 | -56,744 | ||||||||||||||||||||||||||||
Real estate assets, net | 130,721 | 130,721 | 123,927 | 1,771 | 1,921 | 1,632 | 1,186 | ||||||||||||||||||||||||
Depreciation expense | 1,388 | 1,269 | 4,136 | 3,839 | |||||||||||||||||||||||||||
Capitalized interest | 227 | 596 | |||||||||||||||||||||||||||||
Sales | |||||||||||||||||||||||||||||||
Number of acres sold | 93 | ||||||||||||||||||||||||||||||
Proceeds from sale of undeveloped land | 7,000 | ||||||||||||||||||||||||||||||
Proceeds from land sale deposited in escrow | 6,934 | 6,929 | |||||||||||||||||||||||||||||
Revenue from sale of land | 2,474 | ||||||||||||||||||||||||||||||
Pretax gain on land sale | 2,109 | ||||||||||||||||||||||||||||||
Pretax gain from sale of land recognized | 3,942 | 6,051 | |||||||||||||||||||||||||||||
Revenue from an amended agreement related to land sale | 177 | 177 | |||||||||||||||||||||||||||||
Cash received upon completion of the sewer line to service the land | $177 |
Real_Estate_Assets_Details_2
Real Estate Assets (Details 2) (Undeveloped land in the Lehigh Valley of Pennsylvania, Land, USD $) | 0 Months Ended |
In Thousands, unless otherwise specified | Dec. 28, 2012 |
item | |
sqft | |
acre | |
Undeveloped land in the Lehigh Valley of Pennsylvania | Land | |
Acquisitions | |
Number of acres purchased | 49 |
Cash paid | $7,119 |
Number of industrial buildings to be developed | 2 |
Area, square feet | 530,000 |
Investments_Details
Investments (Details) (USD $) | 9 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Aug. 31, 2013 | Dec. 01, 2012 |
Investments | ||
Shares of common stock held in Centaur Media | 3,952,462 | 5,277,150 |
Shares of Centaur Media common stock sold | 1,324,688 | |
Value of shares of Centaur Media common stock sold | $1,160 | |
Pre-Tax Gain on sale of common stock in Centaur Media plc | 504 | |
Investment in Centaur Media | ||
Fair value | 2,526 | 4,226 |
Cost | 1,957 | 2,613 |
Unrealized gain | $569 | $1,613 |
Investments_Details_2
Investments (Details 2) (USD $) | 9 Months Ended | 0 Months Ended | |
In Thousands, unless otherwise specified | Aug. 31, 2013 | Jan. 18, 2013 | Dec. 01, 2012 |
SNHC | SNHC | ||
Investments | |||
Equity interest in cost method investment (as a percent) | 14.00% | ||
Total cash proceeds from sale of investment | $3,418 | ||
Pre Tax Gain on sale of investment | $3,397 | $3,397 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 9 Months Ended | ||
In Thousands, unless otherwise specified | Aug. 31, 2013 | Sep. 01, 2012 | Dec. 01, 2012 |
Property and Equipment | |||
Property and Equipment, gross | $16,001 | $16,155 | |
Accumulated depreciation | -13,981 | -14,030 | |
Property and Equipment, net | 2,020 | 2,125 | |
New capital lease obligations incurred | 48 | 54 | |
Land | |||
Property and Equipment | |||
Property and Equipment, gross | 437 | 437 | |
Land improvements | |||
Property and Equipment | |||
Property and Equipment, gross | 1,561 | 1,561 | |
Land improvements | Minimum | |||
Property and Equipment | |||
Estimated Useful Lives | 10 years | ||
Land improvements | Maximum | |||
Property and Equipment | |||
Estimated Useful Lives | 20 years | ||
Buildings and improvements | |||
Property and Equipment | |||
Property and Equipment, gross | 1,865 | 1,857 | |
Buildings and improvements | Minimum | |||
Property and Equipment | |||
Estimated Useful Lives | 10 years | ||
Buildings and improvements | Maximum | |||
Property and Equipment | |||
Estimated Useful Lives | 40 years | ||
Machinery and equipment | |||
Property and Equipment | |||
Property and Equipment, gross | $12,138 | $12,300 | |
Machinery and equipment | Minimum | |||
Property and Equipment | |||
Estimated Useful Lives | 3 years | ||
Machinery and equipment | Maximum | |||
Property and Equipment | |||
Estimated Useful Lives | 20 years |
LongTerm_Debt_Details
Long-Term Debt (Details) (USD $) | 9 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 9 Months Ended | |||||||||||||||||||||||||||||||
Aug. 31, 2013 | Dec. 01, 2012 | Aug. 31, 2013 | Sep. 01, 2012 | Aug. 31, 2013 | Dec. 01, 2012 | Aug. 31, 2013 | Dec. 01, 2012 | Aug. 31, 2013 | Dec. 01, 2012 | Aug. 31, 2013 | Dec. 01, 2012 | Aug. 31, 2013 | Dec. 01, 2012 | Aug. 31, 2013 | Dec. 01, 2012 | Aug. 31, 2013 | Dec. 01, 2012 | Aug. 31, 2013 | Dec. 01, 2012 | Apr. 01, 2013 | Aug. 31, 2013 | Dec. 01, 2012 | Apr. 01, 2013 | Aug. 28, 2013 | Aug. 31, 2013 | Aug. 28, 2013 | Apr. 01, 2013 | Apr. 24, 2013 | Aug. 31, 2013 | Apr. 24, 2013 | Apr. 24, 2013 | Aug. 31, 2013 | Sep. 01, 2012 | Aug. 31, 2013 | Dec. 01, 2012 | Aug. 28, 2013 | |
Interest rate swap agreement | Interest rate swap agreement | Nonrecourse mortgages | Nonrecourse mortgages | Nonrecourse mortgages: 6.30%, due May 1, 2014 | Nonrecourse mortgages: 6.30%, due May 1, 2014 | Nonrecourse mortgages: 5.73%, due August 1, 2015 | Nonrecourse mortgages: 5.73%, due August 1, 2015 | Nonrecourse mortgages: 8.13%, due April 1, 2016 | Nonrecourse mortgages: 8.13%, due April 1, 2016 | Nonrecourse mortgages: 7.0%, due October 2, 2017 | Nonrecourse mortgages: 7.0%, due October 2, 2017 | Nonrecourse variable rate mortgage, due October 2, 2017 | Nonrecourse variable rate mortgage, due October 2, 2017 | Nonrecourse variable rate mortgage, due February 1, 2019 | Nonrecourse variable rate mortgage, due February 1, 2019 | Nonrecourse variable rate mortgage, due August 1, 2019 | Nonrecourse variable rate mortgage, due August 1, 2019 | Nonrecourse Variable rate mortgage, due January 27, 2020 | Nonrecourse Variable rate mortgage, due January 27, 2020 | Nonrecourse Variable rate mortgage, due January 27, 2020 | Nonrecourse Variable rate mortgage, due January 27, 2020 | Nonrecourse Variable rate mortgage, due September 1, 2023 | Nonrecourse Variable rate mortgage, due September 1, 2023 | Nonrecourse Variable rate mortgage, due September 1, 2023 | Nonrecourse mortgages: 5.25%, due January 27, 2020 | Webster Credit Line | Webster Credit Line | Webster Credit Line | Webster Credit Line | Doral Credit Line | Doral Credit Line | Capital leases | Capital leases | 2023 First Niagara Mortgage | |||
item | Interest rate swap agreement | Industrial building in Lower Nazareth, Pennsylvania | Griffin Center South, Bloomfield, CT | Single-story office building in Griffin Center | Interest rate swap agreement | ||||||||||||||||||||||||||||||||
sqft | sqft | sqft | |||||||||||||||||||||||||||||||||||
Long-Term Debt | |||||||||||||||||||||||||||||||||||||
Interest rate (as a percent) | 6.30% | 6.30% | 5.73% | 5.73% | 8.13% | 8.13% | 7.00% | 7.00% | 5.25% | ||||||||||||||||||||||||||||
Total | $67,307,000 | $59,561,000 | $67,213,000 | $59,489,000 | $148,000 | $289,000 | $18,718,000 | $19,018,000 | $3,690,000 | $3,943,000 | $5,840,000 | $6,016,000 | $6,604,000 | $6,726,000 | $11,213,000 | $11,396,000 | $7,911,000 | $8,034,000 | $3,989,000 | $4,067,000 | $9,100,000 | $94,000 | $72,000 | ||||||||||||||
Less: current portion | -2,104,000 | -1,869,000 | |||||||||||||||||||||||||||||||||||
Total long-term debt | 65,203,000 | 57,692,000 | |||||||||||||||||||||||||||||||||||
Debt disclosures | |||||||||||||||||||||||||||||||||||||
Ineffectiveness on cash flow hedges | 0 | ||||||||||||||||||||||||||||||||||||
Anticipated ineffectiveness on cash flow hedges | 0 | ||||||||||||||||||||||||||||||||||||
Number of agreements containing credit risk related contingent features | 0 | ||||||||||||||||||||||||||||||||||||
Recognized gains (losses) (included in other comprehensive income), before taxes, on interest rate swap agreements | 990,000 | 1,276,000 | |||||||||||||||||||||||||||||||||||
Loss expected to be reclassified over next twelve months from accumulated other comprehensive loss to interest expense | 965,000 | ||||||||||||||||||||||||||||||||||||
Liability for interest rate swap agreements included in other noncurrent liabilities | 1,642,000 | ||||||||||||||||||||||||||||||||||||
Maximum borrowing capacity | 12,500,000 | ||||||||||||||||||||||||||||||||||||
Term of debt | 10 years | 2 years | |||||||||||||||||||||||||||||||||||
Variable interest rate base | one month LIBOR | one month LIBOR | one month LIBOR | prime rate | |||||||||||||||||||||||||||||||||
Variable interest rate margin (as a percent) | 2.50% | 1.95% | 2.75% | 1.50% | |||||||||||||||||||||||||||||||||
Variable interest rate percentage, option | 5.88% | ||||||||||||||||||||||||||||||||||||
Amount paid for the loan modification | 70,000 | 70,000 | |||||||||||||||||||||||||||||||||||
Minimum percentage of difference required between the present values of the future payments under the existing loan and the modified loan | 10.00% | ||||||||||||||||||||||||||||||||||||
Deferred costs related to the existing loan with First Niagara Bank | 216,000 | ||||||||||||||||||||||||||||||||||||
Fixed interest rate for the final nine years of the loan pursuant to interest rate swap agreement (as a percent) | 3.91% | 4.79% | |||||||||||||||||||||||||||||||||||
Area of collateralized properties (in square feet) | 228,000 | 235,000 | 48,000 | ||||||||||||||||||||||||||||||||||
Borrowings under credit line | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||
Borrowings by subsidiary | 9,100,000 | ||||||||||||||||||||||||||||||||||||
Lease term of existing full building tenant | 5 years | ||||||||||||||||||||||||||||||||||||
Amortization period of debt | 25 years | ||||||||||||||||||||||||||||||||||||
Notional principal amount of interest rate swap agreement | $9,100,000 |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Aug. 31, 2013 | Sep. 01, 2012 | Aug. 31, 2013 | Sep. 01, 2012 |
Per Share Results | ||||
Income (loss) as reported from continuing operations for computation of basic and diluted per share results, net of tax | ($929) | $1,882 | $269 | $345 |
Income as reported from discontinued operations for computation of basic and diluted per share results, net of tax | 1,647 | |||
Net income (loss) | ($929) | $1,882 | $269 | $1,992 |
Weighted average shares outstanding for computation of basic per share results | 5,146,000 | 5,139,000 | 5,143,000 | 5,137,000 |
Incremental shares from assumed exercise of Griffin stock options | 4,000 | 7,000 | 4,000 | |
Adjusted weighted average shares for computation of diluted per share results | 5,146,000 | 5,143,000 | 5,150,000 | 5,141,000 |
Incremental shares from assumed exercise of stock options excluded due to anti-dilutive effect | 10,000 |
Stockholders_Equity_Details_2
Stockholders' Equity (Details 2) (Stock options, USD $) | 9 Months Ended | |
Aug. 31, 2013 | Sep. 01, 2012 | |
Other Disclosures | ||
Number of option holders | 17 | |
2009 Stock Option Plan | ||
Griffin Stock Option Plan | ||
Expiration term | 10 years | |
Assumptions used in determining the fair value of the stock options granted | ||
Expected volatility (as a percent) | 40.30% | 41.10% |
Range of risk free interest rate (as a percent) | 1.33% | 1.16% |
Expected option term | 8 years 6 months | 8 years 6 months |
Annual dividend yield | $0.20 | |
2009 Stock Option Plan | Non-employee directors | ||
Griffin Stock Option Plan | ||
Fair values of stock options granted (in dollars per share) | $12.94 | 11.32 |
Granted (in shares) | 8,112 | 6,748 |
Stockholders_Equity_Details_3
Stockholders' Equity (Details 3) (Vested Options, USD $) | 9 Months Ended | |
Aug. 31, 2013 | Sep. 01, 2012 | |
Vested Options | ||
Activity under the Griffin Stock Option Plan | ||
Outstanding at beginning of period (in shares) | 80,451 | 54,075 |
Exercised (in shares) | -6,776 | -5,322 |
Vested (in shares) | 34,143 | 33,801 |
Forfeited (in shares) | -2,667 | -1,419 |
Outstanding at end of period (in shares) | 105,151 | 81,135 |
Weighted Avg. Exercise Price | ||
Outstanding at beginning of period (in dollars per share) | $29.95 | $27.08 |
Exercised (in dollars per share) | $11.81 | $15.03 |
Vested (in dollars per share) | $32.36 | $32.69 |
Forfeited (in dollars per share) | $32.28 | $28.18 |
Outstanding at end of period (in dollars per share) | $31.85 | $30.19 |
Stockholders_Equity_Details_4
Stockholders' Equity (Details 4) (USD $) | 9 Months Ended |
In Thousands, except Share data, unless otherwise specified | Aug. 31, 2013 |
Vested Options | |
Griffin Stock Option Plan | |
Outstanding at ending of the year (in shares) | 105,151 |
Weighted Avg. Exercise Price (in dollars per share) | $31.85 |
Weighted Avg. Remaining Contractual Life | 5 years 1 month 6 days |
Total Intrinsic Value | $89 |
Nonvested Options | |
Griffin Stock Option Plan | |
Outstanding at ending of the year (in shares) | 134,526 |
Weighted Avg. Exercise Price (in dollars per share) | $29.18 |
Weighted Avg. Remaining Contractual Life | 7 years 3 months 18 days |
Total Intrinsic Value | 255 |
$23.00-$32.00 | Vested Options | |
Griffin Stock Option Plan | |
Exercise prices, low end of range (in dollars per share) | $23 |
Exercise prices, high end of range (in dollars per share) | $32 |
Outstanding at ending of the year (in shares) | 33,742 |
Weighted Avg. Exercise Price (in dollars per share) | $28.15 |
Weighted Avg. Remaining Contractual Life | 4 years 7 months 6 days |
Total Intrinsic Value | 89 |
$32.00-$39.00 | Vested Options | |
Griffin Stock Option Plan | |
Exercise prices, low end of range (in dollars per share) | $32 |
Exercise prices, high end of range (in dollars per share) | $39 |
Outstanding at ending of the year (in shares) | 71,409 |
Weighted Avg. Exercise Price (in dollars per share) | $33.59 |
Weighted Avg. Remaining Contractual Life | 5 years 3 months 18 days |
$23.00-$30.00 | Nonvested Options | |
Griffin Stock Option Plan | |
Exercise prices, low end of range (in dollars per share) | $23 |
Exercise prices, high end of range (in dollars per share) | $30 |
Outstanding at ending of the year (in shares) | 115,360 |
Weighted Avg. Exercise Price (in dollars per share) | $28.53 |
Weighted Avg. Remaining Contractual Life | 7 years 7 months 6 days |
Total Intrinsic Value | $255 |
$33.00-$35.00 | Nonvested Options | |
Griffin Stock Option Plan | |
Exercise prices, low end of range (in dollars per share) | $33 |
Exercise prices, high end of range (in dollars per share) | $35 |
Outstanding at ending of the year (in shares) | 19,166 |
Weighted Avg. Exercise Price (in dollars per share) | $33.07 |
Weighted Avg. Remaining Contractual Life | 5 years 4 months 24 days |
Stockholders_Equity_Details_5
Stockholders' Equity (Details 5) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Aug. 31, 2013 | Sep. 01, 2012 | Aug. 31, 2013 | Sep. 01, 2012 |
Compensation expense for stock options | ||||
Compensation expense | $91 | $124 | $358 | $428 |
Related tax benefit | 29 | 32 | 86 | 98 |
Unrecognized compensation expense related to non-vested stock options that will be recognized during future periods | ||||
Balance of Fiscal 2013 | 107 | 107 | ||
Fiscal 2014 | 262 | 262 | ||
Fiscal 2015 | 111 | 111 | ||
Fiscal 2016 | $12 | $12 | ||
Nonvested Options | ||||
Activity under the Griffin Stock Option Plan | ||||
Outstanding at beginning of period (in shares) | 163,390 | 190,443 | ||
Granted (in shares) | 8,112 | 6,748 | ||
Vested (in shares) | -34,143 | -33,801 | ||
Forfeited (in shares) | -2,833 | |||
Outstanding at end of period (in shares) | 134,526 | 163,390 | 134,526 | 163,390 |
Weighted Avg. Exercise Price | ||||
Outstanding at beginning of period (in dollars per share) | $29.84 | $30.56 | ||
Granted (in dollars per share) | $29.58 | $23.70 | ||
Vested (in dollars per share) | $32.36 | $32.69 | ||
Forfeited (in dollars per share) | $30.03 | |||
Outstanding at end of period (in dollars per share) | $29.18 | $29.84 | $29.18 | $29.84 |
Stockholders_Equity_Details_6
Stockholders' Equity (Details 6) (USD $) | 3 Months Ended | 9 Months Ended | ||||||||
In Thousands, unless otherwise specified | Aug. 31, 2013 | Mar. 02, 2013 | Sep. 01, 2012 | Mar. 03, 2012 | Aug. 31, 2013 | Sep. 01, 2012 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Dec. 01, 2012 |
Unrealized loss on cash flow hedges | Unrealized gain on investment in Centaur Media | Actuarial gain on postretirement benefit plan | Actuarial gain on postretirement benefit plan | |||||||
Change in accumulated other comprehensive loss | ||||||||||
Balance at the beginning of the period | ($721) | ($721) | ($2,011) | $1,054 | $236 | $236 | ||||
Before reclassification | 276 | 624 | -348 | |||||||
Amount reclassified | 20 | 352 | -332 | |||||||
Net current period activity for other comprehensive loss | 296 | 976 | -680 | |||||||
Balance at the end of the period | -425 | -425 | -1,035 | 374 | 236 | 236 | ||||
Reclassifications included in net income (loss): | ||||||||||
Realized gain on sale of Centaur Media (gain on sale) | -509 | |||||||||
Loss on cash flow hedges (interest expense) | 193 | 166 | 559 | 495 | ||||||
Total reclassifications included in net income (loss) | 193 | 166 | 50 | 495 | ||||||
Mark to market adjustment on Centaur Media for the increase (decrease) in the foreign currency exchange rate | 49 | 96 | -174 | 52 | ||||||
Mark to market adjustment on Centaur Media for the increase (decrease) in fair value | 450 | 298 | -361 | 41 | ||||||
Increase (decrease) in fair value of Griffin's cash flow hedges | 566 | -394 | 990 | -1,276 | ||||||
Other comprehensive income (loss) | 1,258 | 166 | 505 | -688 | ||||||
Reclassifications included in net income (loss): | ||||||||||
Realized gain on sale of Centaur Media (gain on sale) | 177 | |||||||||
Loss on cash flow hedges (interest expense) | -71 | -61 | -207 | -183 | ||||||
Total reclassifications included in net income (loss) | -71 | -61 | -30 | -183 | ||||||
Mark to market adjustment on Centaur Media for the increase (decrease) in the foreign currency exchange rate | -17 | -33 | 61 | -18 | ||||||
Mark to market adjustment on Centaur Media for the increase (decrease) in fair value | -158 | -104 | 126 | -14 | ||||||
Increase (decrease) in fair value of Griffin's cash flow hedges | -209 | 145 | -366 | 472 | ||||||
Other comprehensive income (loss) | -455 | -53 | -209 | 257 | ||||||
Reclassifications included in net income (loss): | ||||||||||
Realized gain on sale of Centaur Media (gain on sale) | -332 | |||||||||
Loss on cash flow hedges (interest expense) | 122 | 105 | 352 | 312 | ||||||
Total reclassifications included in net income (loss) | 122 | 105 | 20 | 312 | ||||||
Mark to market adjustment on Centaur Media for the increase (decrease) in the foreign currency exchange rate | 32 | 63 | -113 | 34 | ||||||
Mark to market adjustment on Centaur Media for the increase (decrease) in fair value | 292 | 194 | -235 | 27 | ||||||
Decrease in fair value of Griffin's cash flow hedges | 357 | -249 | 624 | -804 | ||||||
Total other comprehensive income (loss), net of tax | 803 | 113 | 296 | -431 | ||||||
Cash Dividend | ||||||||||
Cash dividend paid | $1,028 | $513 | $1,028 | $513 |
Supplemental_Financial_Stateme2
Supplemental Financial Statement Information (Details) (Land, Tradeport Undeveloped land sale, USD $) | 9 Months Ended | 12 Months Ended | 21 Months Ended |
In Thousands, unless otherwise specified | Aug. 31, 2013 | Dec. 01, 2012 | Aug. 31, 2013 |
Land | Tradeport Undeveloped land sale | |||
Real estate assets | |||
Revenue from sale of land | $2,474 | ||
Pretax gain on land sale | 2,109 | ||
Pretax gain from sale of land recognized | $3,942 | $6,051 |
Supplemental_Financial_Stateme3
Supplemental Financial Statement Information (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Aug. 31, 2013 | Sep. 01, 2012 | Aug. 31, 2013 | Sep. 01, 2012 | Dec. 01, 2012 |
Supplemental Cash Flow Information | |||||
Increase (decrease) in value of available-for-sale securities: Investment in Centaur Media Plc | ($535) | $93 | |||
Shares of Centaur Media common stock sold | 1,324,688 | 1,324,688 | |||
Additions to real estate assets included in accounts payable and accrued liabilities | 171 | 942 | |||
Increase (decrease) in accounts payable and accrued liabilities related to additions to real estate assets | -771 | 48 | |||
Dividend payable included in accrued liabilities | 1,028 | ||||
Interest paid | |||||
Interest payments, net of capitalized interest | 877 | 636 | 2,724 | 2,562 | |
Income Taxes | |||||
Effective income tax rate (as a percent) | 36.40% | 46.00% | |||
Deferred tax assets, current | 39 | 39 | |||
Deferred tax assets, noncurrent | $2,345 | $2,345 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 0 Months Ended | 9 Months Ended |
In Thousands, unless otherwise specified | Aug. 23, 2013 | Aug. 31, 2013 |
Imperial's landscape nursery business | Property and inventory purchase commitments | |
Commitments and Contingencies | ||
Purchase obligations | $903 | |
Period over which sale consideration is to be received | 36 months |
Subsequent_Events_Details
Subsequent Events (Details) (Land, USD $) | Aug. 31, 2013 | Sep. 06, 2013 |
In Millions, unless otherwise specified | acre | Subsequent events |
Windsor undeveloped land sale | ||
Scenario forecast | ||
acre | ||
Subsequent events | ||
Area of land for sale (in acres) | 90 | |
Sale price | $9 | |
Area of land portion of which is to be sold (in acres) | 268 |