Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
May 31, 2017 | Jun. 30, 2017 | |
Document and Entity Information | ||
Entity Registrant Name | GRIFFIN INDUSTRIAL REALTY, INC. | |
Entity Central Index Key | 1,037,390 | |
Document Type | 10-Q | |
Document Period End Date | May 31, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --11-30 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 5,000,535 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | May 31, 2017 | Nov. 30, 2016 |
ASSETS | ||
Real estate assets at cost, net | $ 171,219 | $ 172,260 |
Real estate held for sale | 2,711 | 2,992 |
Cash and cash equivalents | 32,144 | 24,689 |
Deferred income taxes | 2,865 | 4,984 |
Proceeds held in escrow | 9,710 | 3,535 |
Other assets | 16,362 | 15,163 |
Total assets | 235,011 | 223,623 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Mortgage loans, net of debt issuance costs | 119,970 | 109,697 |
Deferred revenue | 10,142 | 9,526 |
Accounts payable and accrued liabilities | 2,556 | 4,140 |
Dividend payable | 1,514 | |
Other liabilities | 9,062 | 7,943 |
Total liabilities | 141,730 | 132,820 |
Commitments and Contingencies (Note 8) | ||
Stockholders' Equity | ||
Common stock, par value $0.01 per share, 10,000,000 shares authorized, 5,541,029 shares issued and 5,000,535 and 5,047,708 shares outstanding, respectively | 55 | 55 |
Additional paid-in capital | 108,608 | 108,438 |
Retained earnings | 3,967 | 179 |
Accumulated other comprehensive loss, net of tax | (1,055) | (1,049) |
Treasury stock, at cost, 540,494 and 493,321 shares, respectively | (18,294) | (16,820) |
Total stockholders' equity | 93,281 | 90,803 |
Total liabilities and stockholders' equity | $ 235,011 | $ 223,623 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | May 31, 2017 | Nov. 30, 2016 |
Consolidated Balance Sheets | ||
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 | 5,541,029 | 5,541,029 |
Common stock, shares outstanding | 5,000,535 | 5,047,708 |
Treasury stock, shares | 540,494 | 493,321 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
May 31, 2017 | May 31, 2016 | May 31, 2017 | May 31, 2016 | |
Consolidated Statements of Operations | ||||
Rental revenue | $ 7,332 | $ 6,802 | $ 14,311 | $ 13,484 |
Revenue from property sales | 10,755 | (278) | 10,755 | (278) |
Total revenue | 18,087 | 6,524 | 25,066 | 13,206 |
Operating expenses of rental properties | 2,204 | 1,992 | 4,689 | 4,158 |
Depreciation and amortization expense | 2,386 | 2,169 | 4,736 | 4,314 |
Costs related to property sales | 2,660 | 2,660 | ||
General and administrative expenses | 2,166 | 2,093 | 4,396 | 3,660 |
Total expenses | 9,416 | 6,254 | 16,481 | 12,132 |
Operating income | 8,671 | 270 | 8,585 | 1,074 |
Interest expense | (1,444) | (1,062) | (2,757) | (2,153) |
Gain on sale of assets | 122 | 122 | ||
Investment income | 53 | 55 | 62 | 62 |
Income (loss) before income tax (provision) benefit | 7,280 | (615) | 5,890 | (895) |
Income tax (provision) benefit | (2,553) | 236 | (2,102) | 181 |
Net income (loss) | $ 4,727 | $ (379) | $ 3,788 | $ (714) |
Basic net income (loss) per common share: | ||||
Basic net income (loss) per common share (in dollars per share) | $ 0.95 | $ (0.07) | $ 0.75 | $ (0.14) |
Diluted net income (loss) per common share: | ||||
Diluted net income (loss) per common share (in dollars per share) | $ 0.94 | $ (0.07) | $ 0.75 | $ (0.14) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
May 31, 2017 | May 31, 2016 | May 31, 2017 | May 31, 2016 | |
Consolidated Statements of Comprehensive Income (Loss) | ||||
Net income (loss) | $ 4,727 | $ (379) | $ 3,788 | $ (714) |
Other comprehensive income (loss), net of tax: | ||||
Reclassifications included in net income (loss) | 218 | 214 | 427 | 427 |
Increase (decrease) in fair value of Centaur Media plc | 65 | (83) | 192 | (339) |
Unrealized (loss) gain on cash flow hedges | (829) | 26 | (625) | (1,115) |
Total other comprehensive (loss) income, net of tax | (546) | 157 | (6) | (1,027) |
Total comprehensive income (loss) | $ 4,181 | $ (222) | $ 3,782 | $ (1,741) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Total |
Balance at beginning of period at Nov. 30, 2015 | $ 55 | $ 108,188 | $ 1,117 | $ (1,085) | $ (13,466) | $ 94,809 |
Balance (in shares) at Nov. 30, 2015 | 5,541,029 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Stock-based compensation | 114 | 114 | ||||
Repurchase of common stock | (1,951) | (1,951) | ||||
Net income (loss) | (714) | (714) | ||||
Total other comprehensive loss, net of tax | (1,027) | (1,027) | ||||
Balance at end of period at May. 31, 2016 | $ 55 | 108,302 | 403 | (2,112) | (15,417) | 91,231 |
Balance (in shares) at May. 31, 2016 | 5,541,029 | |||||
Balance at beginning of period at Nov. 30, 2015 | $ 55 | 108,188 | 1,117 | (1,085) | (13,466) | 94,809 |
Balance (in shares) at Nov. 30, 2015 | 5,541,029 | |||||
Balance at end of period at Nov. 30, 2016 | $ 55 | 108,438 | 179 | (1,049) | (16,820) | 90,803 |
Balance (in shares) at Nov. 30, 2016 | 5,541,029 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Stock-based compensation | 170 | 170 | ||||
Repurchase of common stock | (1,474) | (1,474) | ||||
Net income (loss) | 3,788 | 3,788 | ||||
Total other comprehensive loss, net of tax | (6) | (6) | ||||
Balance at end of period at May. 31, 2017 | $ 55 | $ 108,608 | $ 3,967 | $ (1,055) | $ (18,294) | $ 93,281 |
Balance (in shares) at May. 31, 2017 | 5,541,029 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Operating activities: | ||
Net income (loss) | $ 3,788 | $ (714) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
(Gain) loss on sales of properties | (8,095) | 278 |
Depreciation and amortization | 4,736 | 4,314 |
Deferred income taxes | 2,102 | (181) |
Stock-based compensation expense | 170 | 114 |
Amortization of debt issuance costs | 134 | 102 |
Gain on sale of assets | (122) | |
Changes in assets and liabilities: | ||
Other assets | (991) | 348 |
Accounts payable and accrued liabilities | (923) | (116) |
Deferred revenue | 720 | (1,233) |
Other liabilities | 913 | 73 |
Net cash provided by operating activities | 2,554 | 2,863 |
Investing activities: | ||
Proceeds from sales of properties, net of expenses | 10,086 | |
Proceeds from property sales deposited in escrow, net | (6,175) | |
Additions to real estate assets | (5,322) | (8,393) |
Deferred leasing costs and other | (874) | (550) |
Net cash used in investing activities | (2,285) | (8,943) |
Financing activities: | ||
Proceeds from mortgage loans | 12,000 | 18,800 |
Payments on mortgage loans | (1,604) | (8,699) |
Dividends paid to stockholders | (1,514) | (1,546) |
Repurchase of common stock | (1,474) | |
Payment of debt issuance costs | (222) | (225) |
Mortgage proceeds returned from escrow | 600 | |
Net cash provided by financing activities | 7,186 | 8,930 |
Net increase in cash and cash equivalents | 7,455 | 2,850 |
Cash and cash equivalents at beginning of period | 24,689 | 18,271 |
Cash and cash equivalents at end of period | $ 32,144 | $ 21,121 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
May 31, 2017 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies Basis of Presentation Griffin Industrial Realty, Inc. ("Griffin") is a real estate business principally engaged in developing, managing and leasing industrial/warehouse properties and, to a lesser extent, office/flex properties. Griffin also seeks to add to its property portfolio through the acquisition and development of land or purchase of buildings. Periodically, Griffin may sell certain portions of its undeveloped land that it has owned for an extended time period and the use of which is not consistent with Griffin's core development and leasing strategy. These financial statements have been prepared in conformity with the standards of accounting measurement set forth by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 270, “Interim Reporting” and in accordance with the accounting policies stated in Griffin’s audited consolidated financial statements for the fiscal year ended November 30, 2016 (“fiscal 2016”) included in Griffin’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission (“SEC”) on February 10, 2017. These financial statements 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 November 30, 2016 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 and the estimated costs to complete required offsite improvements related to land sold. 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 May 31, 2017, Griffin was a party to several interest rate swap agreements to hedge its interest rate exposure. 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 measured 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. Changes in the fair values of Griffin’s interest rate swap agreements are recorded as components of accumulated other comprehensive income (loss) in stockholders’ equity to the extent they are effective. Any ineffective portions of the changes in fair values of these instruments would be recorded as interest expense or interest income. The results of operations for the three months ended May 31, 2017 (the “2017 second quarter”) and the six months ended May 31, 2017 (the “2017 six month period”) are not necessarily indicative of the results to be expected for the full year. The three months and six months ended May 31, 2016 are referred to herein as the “2016 second quarter” and “2016 six month period,” respectively. Certain amounts from the 2016 second quarter and 2016 six month period have been reclassified to conform to the current presentation. Recent Accounting Pronouncements In May 2017, the FASB issued Accounting Standards Update (“ASU”) No. 2017-09, “Compensation – Stock Compensation: Scope of Modification Accounting,” which clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. This update requires modification only if the fair value, vesting conditions or the classification of the award changes as a result of the change in terms or conditions. This Update will become effective for Griffin in fiscal 2018. Early adoption is allowed and the Update will be applied on a prospective basis. The adoption of ASU No. 2017-09 is not expected to have a material impact on Griffin’s consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, “Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting,” which relates to the accounting for employee share-based payments. This Update addresses several aspects of the accounting for share-based payment award transactions, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. This Update will become effective for Griffin in fiscal 2018. Early adoption is allowed, but all of the guidance must be adopted in the same period. Griffin is evaluating the impact that the application of this Update will have on its consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, “Leases,” which establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than twelve months. The accounting applied by lessors under this Update is largely unchanged from that applied under current U.S. GAAP. Leases will be either classified as finance or operating, with classification affecting the pattern of expense recognition in the income statement. This Update also requires significant additional disclosures about the amount, timing and uncertainty of cash flows from leases. This Update will become effective for Griffin in fiscal 2020 using a modified restatement approach for leases in effect as of and after the date of adoption. Early adoption and practical expedients to measure the effect of adoption will also be allowed. Griffin is evaluating the impact that the application of this Update will have on its consolidated financial statements. In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments - Overall,” which requires all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under the equity method of accounting or those that result in consolidation of the investee). This Update also requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. This Update eliminates the requirement for an entity to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet for public business entities. In addition, entities must assess the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity's other deferred tax assets. This Update will be effective for Griffin in fiscal 2019. Early adoption is permitted for certain provisions. Upon adoption, changes in the fair value of Griffin's available-for-sale securities will be recognized through net income. In April 2015, the FASB issued ASU No. 2015-03, “Interest-Imputation of Interest,” (“ASU 2015-03”) which requires that debt issuance costs related to a recognized liability be presented on the balance sheet as a direct reduction from the carrying amount of the associated debt liability, consistent with debt discounts. This Update must be applied on a retrospective basis and was adopted by Griffin in the fiscal 2016 fourth quarter. The adoption of this guidance required Griffin to reclassify its debt issuance costs on nonrecourse mortgage loans from other assets to mortgage debt on its statement of financial position but did not have an impact on Griffin’s results of operations. The effect of the reclassification on Griffin’s statement of financial position is quantified in Note 4. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” This Update outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry specific guidance, and requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. Additionally, the Update requires improved disclosures to help users of financial statements better understand the nature, amount, timing and uncertainty of revenue that is recognized. The Update permits the use of either the retrospective or cumulative effect transition method. This Update will be effective for Griffin in fiscal 2019 and early adoption is not permitted. Certain aspects of this new standard may affect revenue recognition of Griffin. Griffin is evaluating the impact that the application of this Update will have on its consolidated financial statements. |
Fair Value
Fair Value | 6 Months Ended |
May 31, 2017 | |
Fair Value | |
Fair Value | 2. Fair Value Griffin applies the provisions of FASB ASC 820, “Fair Value Measurement” (“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. Categorization of an asset or a liability 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 assets and liabilities include Griffin’s interest rate swap agreements (see Note 4). 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 2017 six month period, Griffin did not transfer any assets or liabilities into 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: May 31, 2017 Quoted Prices in Significant Significant Active Markets for Observable Unobservable Identical Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Marketable equity securities $ 1,272 $ — $ — Interest rate swap assets $ — $ 129 $ — Interest rate swap liabilities $ — $ 2,098 $ — November 30, 2016 Quoted Prices in Significant Significant Active Markets for Observable Unobservable Identical Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Marketable equity securities $ 977 $ — $ — Interest rate swap asset $ — $ 207 $ — Interest rate swap liabilities $ — $ 1,892 $ — The carrying and estimated fair values of Griffin’s financial instruments are as follows: Fair Value May 31, 2017 November 30, 2016 Hierarchy Carrying Estimated Carrying Estimated Level Value Fair Value Value Fair Value Financial assets: Cash and cash equivalents 1 $ 32,144 $ 32,144 $ 24,689 $ 24,689 Proceeds held in escrow 1 9,710 9,710 3,535 3,535 Marketable equity securities 1 1,272 1,272 977 977 Interest rate swaps 2 129 129 207 207 Financial liabilities: Mortgage loans, net of debt issuance costs 2 $ 119,970 $ 120,313 $ 109,697 $ 111,103 Interest rate swaps 2 2,098 2,098 1,892 1,892 The amounts included in the consolidated financial statements for cash and cash equivalents, proceeds held in escrow, leasing receivables from tenants and accounts payable and accrued liabilities approximate their fair values because of the short-term maturity of these instruments. The fair values of the available-for-sale securities are based on quoted market prices. The fair values of the mortgage loans 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 mortgage loans. 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 Overnight Index Swap 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. |
Real Estate Assets
Real Estate Assets | 6 Months Ended |
May 31, 2017 | |
Real Estate Assets | |
Real Estate Assets | 3. Real Estate Assets Real estate assets consist of: Estimated Useful Lives May 31, 2017 Nov. 30, 2016 Land $ 16,502 $ 17,895 Land improvements 10 to 30 years 26,936 27,592 Buildings and improvements 10 to 40 years 165,937 164,353 Tenant improvements Shorter of useful life or terms of related lease 24,705 21,925 Machinery and equipment 3 to 20 years 11,022 11,022 Construction in progress 1,962 1,659 Development costs 14,736 14,615 Accumulated depreciation $ 171,219 $ 172,260 Total depreciation expense and capitalized interest related to real estate assets were as follows: For the Three Months Ended For the Six Months Ended May 31, 2017 May 31, 2016 May 31, 2017 May 31, 2016 Depreciation expense $ 2,112 $ 1,898 $ 4,207 $ 3,782 Capitalized interest $ — $ 133 $ — $ 217 On April 28, 2017, Griffin closed on the previously contracted sale of approximately 67 acres (the “2017 Phoenix Crossing Land Sale”) of undeveloped land in Phoenix Crossing, the approximately 268 acre business park master planned by Griffin that straddles the town line between Windsor and Bloomfield, Connecticut. Griffin received cash proceeds of $10,250 before transaction costs and recorded a pretax gain of $7,975 on the 2017 Phoenix Crossing Land Sale. The net cash proceeds of $9,711 from the 2017 Phoenix Crossing Land Sale were placed in escrow for the acquisition of a replacement property as part of a like-kind exchange (“Like-Kind Exchange”) under Section 1031 of the Internal Revenue Code of 1986, as amended, for income tax purposes. Subsequent to May 31, 2017, Griffin completed the Like-Kind Exchange when it closed on the purchase of an approximately 277,000 square foot industrial/warehouse building (the “Building”) in Concord, North Carolina, located in the greater Charlotte area. The Building’s purchase price of $18,600 (before allowances) was paid in cash at closing using the proceeds held in escrow from the 2017 Phoenix Crossing Land Sale with the balance paid from Griffin’s cash on hand (see Note 9). In fiscal 2013, Griffin completed the sale of approximately 90 acres of undeveloped land in Phoenix Crossing for $8,968 in cash, before transaction costs (the “2013 Phoenix Crossing Land Sale”). Under the terms of the 2013 Phoenix Crossing Land Sale, Griffin was required to complete certain offsite improvements, primarily roadwork. As a result of Griffin's continued involvement with the land sold, the 2013 Phoenix Crossing Land Sale was accounted for under the percentage of completion method. Accordingly, the revenue and pretax gain on the 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 costs of the required roadwork. Costs included in determining the percentage of completion included the cost of the land sold, allocated master planning costs and the cost of road construction. As of May 31, 2017, Griffin had substantially completed the required improvements related to the 2013 Phoenix Crossing Land Sale; accordingly, all of the remaining revenue and pretax gain on the sale have been recognized in Griffin’s consolidated statements of operations. Griffin’s consolidated statements of operations for the 2017 second quarter and 2017 six month period include revenue of $104 and a pretax gain of $66 from the 2013 Phoenix Crossing Land Sale. The consolidated statements of operations for the 2016 second quarter and 2016 six month period reflected a reduction of previously recognized revenue on the 2013 Phoenix Crossing Land Sale that resulted from an increase in the estimated costs to complete the required road improvements made at that time. From the closing of the 2013 Phoenix Crossing Land Sale in fiscal 2013 through May 31, 2017, Griffin’s consolidated statements of operations have reflected total revenue of $8,968 and a total pretax gain of $6,674 from the 2013 Phoenix Crossing Land Sale. Real estate assets held for sale consist of: May 31, 2017 Nov. 30, 2016 Land $ 1,283 $ 264 Land improvements 679 — Development costs 1,074 2,728 3,036 2,992 Accumulated depreciation (325) — $ 2,711 $ 2,992 In the 2017 six month period, $1,713 was reclassified from real estate assets to real estate assets held for sale, related to sales agreements currently under contract (see Note 8). Real estate assets held for sale were reduced in the 2017 six month period by $1,994 related to property sales that closed. |
Mortgage Loans
Mortgage Loans | 6 Months Ended |
May 31, 2017 | |
Mortgage Loans | |
Mortgage Loans | 4. Mortgage Loans Griffin’s mortgage loans, which are nonrecourse, consist of: May 31, 2017 Nov. 30, 2016 Variable rate, due October 2, 2017 * $ 5,940 $ 6,034 Variable rate, due February 1, 2019 * 10,158 10,313 Variable rate, due January 27, 2020 * 3,543 3,606 Variable rate, due January 2, 2025 * 20,485 20,744 Variable rate, due May 1, 2026 * 14,015 14,187 Variable rate, due November 17, 2026 * 26,404 26,725 Variable rate, due March 1, 2027 * 11,956 — 5.09%, due July 1, 2029 6,801 7,001 5.09%, due July 1, 2029 4,765 4,905 4.33%, due August 1, 2030 17,468 17,624 Nonrecourse mortgage loans prior to debt issuance costs 121,535 111,139 Debt issuance costs, net (1,565) (1,442) Nonrecourse mortgage loans, net $ 119,970 $ 109,697 *Griffin entered into interest rate swap agreements to effectively fix the interest rates on these loans (see below). As of November 30, 2016, Griffin retrospectively applied the provisions of ASU 2015-03, regarding the reclassification of debt issuance costs (see Note 1). As a result of the adoption of ASU 2015-03, Griffin reclassified $1,442 as of November 30, 2016 from other assets to mortgage loans, as reflected in the table above. On March 15, 2017, a subsidiary of Griffin closed on a $12,000 nonrecourse mortgage (the “2017 PUB Mortgage”) with People’s United Bank, N.A. (“PUB”). The 2017 PUB Mortgage is collateralized by two industrial/warehouse buildings in New England Tradeport (“NE Tradeport”), Griffin’s industrial park located in Windsor and East Granby, Connecticut. The 2017 PUB Mortgage has a ten year term with monthly principal payments based on a twenty-five year amortization schedule. The interest rate for the 2017 PUB Mortgage is a variable rate of the one month LIBOR rate plus 1.95%. At the time the 2017 PUB Mortgage closed, Griffin also entered into an interest rate swap agreement with PUB for a notional principal amount of $12,000 at inception to effectively fix the interest rate at 4.45% for its full term. Under the terms of the 2017 PUB Mortgage, Griffin entered into a master lease for 759 Rainbow Road (“759 Rainbow”), one of two buildings that collateralize the 2017 PUB Mortgage. The master lease would only become effective if the full building tenant in 759 Rainbow does not renew its lease when it is scheduled to expire in fiscal 2019. The master lease would be in effect until either the space is re-leased to a new tenant or the due date of the 2017 PUB Mortgage. On April 26, 2016, Griffin closed on a $14,350 nonrecourse mortgage ("the 2016 PUB Mortgage") with PUB. The 2016 PUB Mortgage refinanced an existing mortgage (the “2009 PUB Mortgage”) with PUB that was due on August 1, 2019 and was collateralized by four industrial/warehouse buildings totaling approximately 240,000 square feet (14, 15, 16 and 40 International Drive) in NE Tradeport. The 2009 PUB Mortgage had a balance of $7,418 at the time of the refinancing and a variable interest rate of the one month LIBOR rate plus 3.08%. At the time Griffin completed the 2009 PUB Mortgage, Griffin entered into an interest rate swap agreement with PUB to effectively fix the rate on the 2009 PUB Mortgage at 6.58% for the term of that loan. The 2016 PUB Mortgage is collateralized by the same four properties that collateralized the 2009 PUB Mortgage along with another approximately 98,000 square foot industrial/warehouse building (35 International Drive) in NE Tradeport. At the closing of the 2016 PUB Mortgage, Griffin received net mortgage proceeds of $6,932 (before transaction costs), which was net of the $7,418 used to repay the 2009 PUB Mortgage. The 2016 PUB Mortgage has a ten year term with monthly principal payments based on a twenty-five year amortization schedule. The interest rate for the 2016 PUB Mortgage is a variable rate of the one month LIBOR rate plus 2.00%. At the time the 2016 PUB Mortgage closed, Griffin entered into another interest rate swap agreement with PUB that, combined with the existing interest rate swap agreement with PUB, effectively fixes the interest rate of the 2016 PUB Mortgage at 4.17% over the loan term. The terms of the 2016 PUB Mortgage require that if either the tenant that leases approximately 58,000 square feet in 40 International Drive or the tenant that leases approximately 40,000 square feet in 14 International Drive does not extend its respective lease when it expires in fiscal 2021, a subsidiary of Griffin will enter into a master lease of the vacated space. The master lease would be guaranteed by Griffin and be in effect until either the space is re-leased to a new tenant or the due date of the 2016 PUB Mortgage Loan, whichever occurs first. On December 10, 2015, Griffin received additional mortgage proceeds of $2,600 (the “Webster Earn-Out”) on the mortgage (the “2015 Webster Mortgage”) obtained by one of its subsidiaries with Webster Bank, N.A. (“Webster”) on an approximately 280,000 square foot industrial building at 5220 Jaindl Boulevard (“5220 Jaindl”) in the Lehigh Valley of Pennsylvania. The 2015 Webster Mortgage closed on September 1, 2015, at which time initial proceeds of $11,500 (before transaction costs) were received. At the time the 2015 Webster Mortgage closed, Griffin had leased approximately 196,000 square feet of 5220 Jaindl. Griffin received the Webster Earn-Out when the tenant that leased that space exercised its option to lease the balance of the building. Subsequently, on November 17, 2016, Griffin closed on a new nonrecourse mortgage (the “2016 Webster Mortgage”) for $26,725. The 2016 Webster Mortgage refinanced the amount then outstanding under the 2015 Webster Mortgage and is now collateralized by 5220 Jaindl along with an adjacent approximately 252,000 square foot industrial building. Griffin received mortgage proceeds of $13,000 (before transaction costs), net of $13,725 used to refinance the 2015 Webster Mortgage. The 2016 Webster Mortgage has a variable interest rate of the one month LIBOR rate plus 1.70% and is due on November 17, 2026. At the time the 2016 Webster Mortgage closed, Griffin entered into an interest rate swap agreement with Webster that, combined with two existing swap agreements with Webster, effectively fixes the interest rate of the 2016 Webster Mortgage at 3.79% over the mortgage loan’s ten year term. On December 11, 2015, Griffin received additional mortgage proceeds of $1,850 (the “KeyBank Earn-Out”) on the mortgage (the “KeyBank Mortgage”) obtained by two of its subsidiaries with KeyBank, N.A. (“KeyBank”), formerly First Niagara Bank, on its properties at 4270 Fritch Drive (“4270 Fritch”) and 4275 Fritch Drive (“4275 Fritch”) in the Lehigh Valley of Pennsylvania. The KeyBank Mortgage closed on December 31, 2014, at which time initial proceeds of $10,891 (before transaction costs) were received, in addition to $8,859 used to refinance the existing mortgage on 4275 Fritch with KeyBank. The KeyBank Mortgage is collateralized by 4270 Fritch, an approximately 303,000 square foot industrial/warehouse building, and 4275 Fritch, an adjacent approximately 228,000 square foot industrial/warehouse building. When the KeyBank Mortgage closed, approximately 201,000 square feet of 4270 Fritch was leased. The KeyBank Earn-Out was subsequently received by Griffin when the remaining vacant space of approximately 102,000 square feet was leased. The KeyBank Mortgage has a variable interest rate of the one month LIBOR rate plus 1.95% and is due on January 2, 2025. At the time the KeyBank Earn-Out was received, Griffin entered into an interest rate swap agreement with KeyBank that, when combined with two existing swap agreements with KeyBank, effectively fixes the interest rate on the KeyBank Mortgage at 4.39% over the remainder of the mortgage loan’s ten year term. As of May 31, 2017, Griffin was a party to several interest rate swap agreements related to its variable rate nonrecourse mortgage loans on certain of its real estate assets. Griffin accounts for its interest rate swap agreements as effective cash flow hedges (see Note 2). No ineffectiveness on the cash flow hedges was recognized as of May 31, 2017 and none is anticipated over the term of the agreements. Amounts in accumulated other comprehensive 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 2017 and 2016 six month periods, Griffin recognized net losses, included in other comprehensive loss, before taxes of $284 and $1,092 on its interest rate swap agreements. As of May 31, 2017, $1,041 was expected to be reclassified over the next twelve months from accumulated other comprehensive loss to interest expense. As of May 31, 2017, the net fair value of Griffin’s interest rate swap agreements was $1,969, with $129 included in other assets and $2,098 included in other liabilities on Griffin’s consolidated balance sheet. |
Revolving Credit Agreement
Revolving Credit Agreement | 6 Months Ended |
May 31, 2017 | |
Revolving Credit Agreement | |
Revolving Credit Agreement | 5. Revolving Credit Agreement Griffin has a $15,000 revolving credit line with Webster (the “Webster Credit Line”) that expires July 31, 2018. Griffin has the option to further extend the term of the Webster Credit Line for an additional year, provided there is no default at the time such extension is requested. Interest on borrowings under the Webster Credit Line is at the one month LIBOR rate plus 2.75%. The Webster Credit Line is collateralized by Griffin’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. There have been no borrowings under the Webster Credit Line since its inception in fiscal 2013. The Webster Credit Line secures certain unused standby letters of credit aggregating $1,723 that are related to Griffin's development activities. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
May 31, 2017 | |
Stockholders' Equity | |
Stockholders' Equity | 6. Stockholders’ Equity Per Share Results Basic and diluted per share results were based on the following: For the Three Months Ended For the Six Months Ended May 31, 2017 May 31, 2016 May 31, 2017 May 31, 2016 Net income (loss) $ 4,727 $ (379) $ 3,788 $ (714) Weighted average shares outstanding for computation of basic per share results 5,001,000 5,020,000 Incremental shares from assumed exercise of Griffin stock options (a) 22,000 — 23,000 — Adjusted weighted average shares for computation of diluted per share results 5,023,000 5,150,000 5,043,000 5,151,000 (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. The incremental shares from the assumed exercise of stock options for the 2016 second quarter and 2016 six month period would have been 2,000 for each period. Griffin Stock Option Plan Stock options are granted by Griffin under the Griffin Industrial Realty, 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 an exercise price not less than fair market value on the date approved by Griffin’s Compensation Committee. Vesting of all of Griffin's stock options is solely based upon service requirements and does not contain market or performance conditions. Stock options issued will expire ten years from the grant date. In accordance with the 2009 Stock Option Plan, stock options issued to non-employee directors upon their initial election to the board of directors are fully exercisable immediately upon the date of the option grant. Stock options issued to non-employee directors upon their re-election 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 May 31, 2017 may be exercised as stock appreciation rights. The following options were granted by Griffin under the 2009 Stock Option Plan to Griffin employees: For the Six Months Ended May 31, 2017 May 31, 2016 Fair Value per Fair Value per Number of Option at Number of Option at Shares Grant Date Shares Grant Date Employees 5,000 $ 11.13 101,450 $ 7.51 - 11.65 Non-employee directors 6,570 $ 13.49 8,409 $ 11.30 11,570 109,859 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 2017 and 2016 six month periods were as follows: For the Six Months Ended May 31, 2017 May 31, 2016 Expected volatility 32.7 to 39.6 % 32.9 to 41.1 % Risk free interest rates 2.1 to 2.2 % 1.2 to 1.5 % Expected option term (in years) 7.5 to 8.5 5 to 8.5 Annual dividend yield 0.8 to 0.9 % 0.9 % Number of option holders at May 31, 2017 32 Compensation expense and related tax benefits for stock options were as follows: For the Three Months Ended For the Six Months Ended May 31, 2017 May 31, 2016 May 31, 2017 May 31, 2016 Compensation expense $ 88 $ 43 $ 170 $ 114 Related tax benefit $ 20 $ 12 $ 40 $ 24 For all periods presented, the forfeiture rate for directors was 0%, forfeiture rates for executives ranged from 17.9% to 22.6% and forfeiture rates for employees ranged from 38.3% to 41.1%. These rates were utilized based on the historical activity of the grantees. As of May 31, 2017, the unrecognized compensation expense related to nonvested stock options that will be recognized during future periods is as follows: Balance of Fiscal 2017 $ 181 Fiscal 2018 $ 341 Fiscal 2019 $ 234 Fiscal 2020 $ 113 Fiscal 2021 $ 33 Fiscal 2022 $ 1 A summary of the activity under the 2009 Griffin Stock Option Plan is as follows: For the Six Months Ended May 31, 2017 May 31, 2016 Weighted Weighted Avg. Avg. Number of Exercise Number of Exercise Shares Price Shares Price Outstanding at beginning of period 324,546 $ 29.23 225,727 $ 30.47 Granted 11,570 $ 30.59 109,859 $ 26.83 Forfeited (2,104) $ 38.00 (5,266) $ 30.38 Outstanding at end of period 334,012 $ 29.22 330,320 $ 29.26 Weighted Avg. Remaining Range of Exercise Prices for Outstanding at Weighted Avg. Contractual Life Total Intrinsic Vested and Nonvested Options May 31, 2017 Exercise Price (in years) Value $23.00 - $28.00 124,793 $ 26.67 8.4 $ 552 $28.00 - $32.00 128,248 $ 29.07 4.6 261 $32.00 - $39.00 80,971 $ 33.40 1.4 — 334,012 $ 29.22 5.3 $ 813 Accumulated Other Comprehensive Loss Accumulated other comprehensive loss, net of tax, is comprised of the following: For the Six Months Ended May 31, 2017 Unrealized gain Unrealized loss on on investment in cash flow hedges Centaur Media Total Balance November 30, 2016 $ (1,062) $ 13 $ (1,049) Other comprehensive (loss) income before reclassifications (625) 192 (433) Amounts reclassified 427 — 427 Net activity for other comprehensive loss (198) 192 (6) Balance May 31, 2017 $ (1,260) $ 205 $ (1,055) For the Six Months Ended May 31, 2016 Unrealized gain Unrealized loss on on investment in cash flow hedges Centaur Media Total Balance November 30, 2015 $ (1,744) $ 659 $ (1,085) Other comprehensive loss before reclassifications (1,115) (339) (1,454) Amounts reclassified 427 — 427 Net activity for other comprehensive loss (688) (339) (1,027) Balance May 31, 2016 $ (2,432) $ 320 $ (2,112) The components of other comprehensive loss are as follows: For the Three Months Ended May 31, 2017 May 31, 2016 Tax Tax (Expense) Net-of (Expense) Net-of Pre-Tax Benefit Tax Pre-Tax Benefit Tax Reclassifications included in net income (loss): Loss on cash flow hedges (interest expense) $ 342 $ (124) $ 218 $ 339 $ (125) $ 214 Total reclassifications included in net income (loss) 342 (124) 218 339 (125) 214 Mark to market adjustment on Centaur Media for an increase in the foreign currency exchange rate 48 (16) 32 55 (19) 36 Mark to market adjustment on Centaur Media for an increase (decrease) in fair value 52 (19) 33 (183) 64 (119) (Decrease) increase in fair value adjustments on Griffin’s cash flow hedges (1,297) 468 (829) 43 (17) 26 Total change in other comprehensive loss (1,197) 433 (764) (85) 28 (57) Other comprehensive (loss) income $ (855) $ 309 $ (546) $ 254 $ (97) $ 157 For the Six Months Ended May 31, 2017 May 31, 2016 Tax Tax (Expense) Net-of (Expense) Net-of Pre-Tax Benefit Tax Pre-Tax Benefit Tax Reclassifications included in net income (loss): Loss on cash flow hedges (interest expense) $ 681 $ (254) $ 427 $ 677 $ (250) $ 427 Total reclassifications included in net income (loss) 681 (254) 427 677 (250) 427 Mark to market adjustment on Centaur Media for an increase (decrease) in the foreign currency exchange rate 36 (12) 24 (73) 26 (47) Mark to market adjustment on Centaur Media for an increase (decrease) in fair value 259 (91) 168 (448) 156 (292) Decrease in fair value adjustments on Griffin’s cash flow hedges (965) 340 (625) (1,769) 654 (1,115) Total change in other comprehensive loss (670) 237 (433) (2,290) 836 (1,454) Other comprehensive income (loss) $ 11 $ (17) $ (6) $ (1,613) $ 586 $ (1,027) Stock Repurchases In fiscal 2016, Griffin’s Board of Directors authorized a stock repurchase program whereby, starting on May 11, 2016, Griffin could repurchase up to $5,000 of its outstanding common stock over a twelve month period in privately negotiated transactions. The stock repurchase program expired on May 10, 2017. In fiscal 2017, prior to its expiration, Griffin repurchased 47,173 shares of its outstanding common stock for approximately $1,474 Including the stock repurchase in fiscal 2016, Griffin repurchased a total of 152,173 shares for $4,828 under the stock repurchase program. Cash Dividend Griffin did not declare a cash dividend in the 2017 or 2016 six month periods. During the 2017 first quarter, Griffin paid $1,514 for the cash dividend declared in the 2016 fourth quarter. During the 2016 first quarter, Griffin paid $1,546 for the cash dividend declared in the 2015 fourth quarter. |
Supplemental Financial Statemen
Supplemental Financial Statement Information | 6 Months Ended |
May 31, 2017 | |
Supplemental Financial Statement Information | |
Supplemental Financial Statement Information | 7. Supplemental Financial Statement Information Available-for-Sale Securities As of May 31, 2017, Griffin held 1,952,462 shares of common stock in Centaur Media plc (“Centaur Media”). Griffin's investment in the common stock of Centaur Media is accounted for as an available-for-sale security under ASC 320, “Investments – Debt and Equity Securities.” Accordingly, changes in the fair value of Centaur Media, reflecting both changes in the stock price and changes in the foreign currency exchange rate, are included, net of income taxes, in accumulated other comprehensive loss (see Note 6). Griffin did not sell any of its Centaur Media common stock in the 2017 six month period or in the 2016 six month period. Subsequent to May 31, 2017, Griffin sold 1,800,823 shares of common stock in Centaur Media for cash proceeds of $1,120, after transaction costs. The sale of these shares resulted in a pretax gain of approximately $234 that will be reflected in Griffin’s fiscal 2017 third quarter statement of operations (see Note 9). Griffin’s investment in Centaur Media is included in other assets on Griffin’s consolidated balance sheet. The fair value, cost and unrealized gain of Griffin’s investment in Centaur Media are as follows: May 31, 2017 Nov. 30, 2016 Fair value $ 1,272 $ 977 Cost 1,014 1,014 Unrealized gain (loss) $ $ Other Assets Griffin's other assets are comprised of the following: May 31, 2017 Nov. 30, 2016 Deferred rent receivable $ 4,881 $ 4,474 Deferred leasing costs 4,817 4,746 Lease receivables from tenants 1,661 369 Available-for-sale securities 1,272 977 Mortgage escrows 1,116 717 Deposits and other expenditures related to potential real estate acquisitions 927 497 Prepaid expenses 754 2,333 Property and equipment, net 311 280 Intangible assets, net 233 247 Interest rate swap assets 129 207 Deferred financing costs related to Webster Credit Line 82 117 Other 179 199 Total other assets $ 16,362 $ 15,163 Accounts Payable and Accrued Liabilities Griffin's accounts payable and accrued liabilities are comprised of the following: May 31, 2017 Nov. 30, 2016 Accrued construction costs and retainage $ 809 $ 1,252 Accrued interest payable 461 390 Accrued salaries, wages and other compensation 345 725 Trade payables 277 573 Accrued lease commissions 269 487 Other 395 713 Total accounts payable and accrued liabilities $ 2,556 $ 4,140 Other Liabilities Griffin's other liabilities are comprised of the following: May 31, 2017 Nov. 30, 2016 Deferred compensation plan $ 4,737 $ 4,334 Interest rate swap liabilities 2,098 1,892 Prepaid rent from tenants 1,172 938 Security deposits of tenants 533 413 Conditional asset retirement obligations 288 288 Land sale deposit 155 — Other 79 78 Total other liabilities $ 9,062 $ 7,943 Supplemental Cash Flow Information In the 2017 second quarter, Griffin received $3,535 of cash, after transaction costs, from the fiscal 2016 sale of approximately 29 acres of undeveloped land in Griffin Center (the “Griffin Center Land Sale”). The proceeds from the Griffin Center Land Sale were deposited into escrow at the time the sale closed for the potential purchase of a replacement property under a Like-Kind Exchange. As a replacement property was not acquired in the time period required under the applicable tax code, the sale proceeds were released from escrow and returned to Griffin. An increase of $295 in the 2017 six month period and a decrease of $521 in the 2016 six 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. Accounts payable and accrued liabilities related to additions to real estate assets decreased by $443 in the 2017 six month period and increased by $2,576 in the 2016 six month period. Interest payments were as follows: For the Three Months Ended For the Six Months Ended May 31, 2017 May 31, 2016 May 31, 2017 May 31, 2016 $ 1,320 $ 1,125 $ 2,552 $ 2,236 Income Taxes Griffin’s effective income tax provision rate was 35.7% for the 2017 six month period as compared to an income tax benefit rate of 20.2% for the 2016 six month period. The effective tax provision rate for the 2017 six month period reflects the federal statutory income tax rate adjusted for the effects of permanent differences and state income taxes. The effective tax rate in the 2017 six month period is based on management’s projections of pretax results for the balance of the year. To the extent that actual results differ from current projections, the effective income tax rate may change. The income tax benefit for the 2016 six month period reflected the effect of a change in Connecticut tax law, effective for Griffin in fiscal 2016, whereby the future usage of state net operating loss carryforwards is limited to 50% of taxable income. Therefore, in the 2016 six month period, Griffin decreased its expected realization of the tax benefit related to its Connecticut state net operating loss carryforwards. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
May 31, 2017 | |
Commitments and Contingencies | |
Commitments and Contingencies | 8. Commitments and Contingencies As of May 31, 2017, Griffin had committed purchase obligations of approximately $7,026, principally related to the construction of an approximately 137,000 square foot industrial/warehouse building in NE Tradeport and the development of other Griffin properties. On January 25, 2016, Griffin entered into an Option Purchase Agreement (the “Simsbury Option Agreement”) whereby Griffin granted the buyer an exclusive three month option, in exchange for a nominal fee, to purchase approximately 280 acres of land in Simsbury, Connecticut for approximately $7,700. The buyer may extend the option period for up to three years upon payment of additional option fees. In the 2017 first quarter, the buyer paid $80 of additional option fees to extend its option period through January 2018. The land subject to the Simsbury Option Agreement is undeveloped and does not have any of the approvals that would be required for the buyer’s planned use of the land, which is to generate solar electricity. A closing on the land sale contemplated by the Simsbury Option Agreement is subject to several significant contingencies, including approvals by the state public utility regulatory authorities and governmental approvals for the planned use of the land. There is no guarantee that the sale of land as contemplated under the Simsbury Option Agreement will be completed under its current terms, or at all. On May 4, 2016, Griffin entered into an Agreement of Sale and Purchase, as amended (the “Macungie Purchase Agreement”), to acquire, for a purchase price of $1,800, an approximately 14 acre site in Upper Macungie Township, Lehigh County, Pennsylvania for development of an approximately 134,000 square foot industrial/warehouse building. A closing on the land acquisition contemplated by the Macungie Purchase Agreement is subject to significant contingencies, including Griffin obtaining all governmental approvals for its planned development of the land that would be acquired. There is no guarantee that the land acquisition as contemplated under the Macungie Purchase Agreement will be completed under its current terms, or at all. On April 25, 2017, Griffin entered into a Purchase and Sale Agreement (the “Southwick Sale Agreement”) to sell approximately 76 acres of land in Southwick, Massachusetts to a utility company that provides electricity. The purchase price is approximately $2,100, before transaction costs. The land subject to the Southwick Sale Agreement is undeveloped and does not have any of the approvals that would be required for the buyer’s planned use of the land, which is to generate solar electricity. A closing on the Southwick Sale Agreement is subject to several significant contingencies, including approval by the state public utility regulatory authorities and governmental approvals for the planned use of the land. There is no guarantee that the sale of land as contemplated under the Southwick Sale Agreement will be completed under its current terms, or at all. On May 5, 2017, Griffin entered into an Option Purchase Agreement (the “EGW Option Agreement”) whereby Griffin granted the buyer an exclusive three month option, in exchange for a nominal fee, to purchase approximately 288 acres of land in East Granby and Windsor, Connecticut for approximately $7,800. The buyer may extend the option period for up to three years upon payment of additional option fees. The land subject to the EGW Option Agreement is undeveloped and does not have any of the approvals that would be required for the buyer’s planned use of the land, which is to generate solar electricity. A closing on the land sale contemplated by the EGW Option Agreement is subject to several significant contingencies, including the buyer procuring electrical utility supply contracts, approval by the state public utility regulatory authorities and governmental approvals for the planned use of the land. There is no guarantee that the sale of land as contemplated under the EGW Option Agreement will be completed under its current terms, or at all. 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 | 6 Months Ended |
May 31, 2017 | |
Subsequent Events. | |
Subsequent Events | 9. Subsequent Events In accordance with FASB ASC 855, “Subsequent Events,” Griffin has evaluated all events or transactions occurring after May 31, 2017, the balance sheet date, and noted that there have been no such events or transactions that would require recognition or disclosure in the consolidated financial statements as of and for the quarter ended May 31, 2017, other than the disclosures herein. On June 9, 2017, Griffin closed on the purchase of an approximately 277,000 square foot industrial/warehouse Building in Concord, North Carolina, located in the greater Charlotte area (see Note 3). Subsequent to May 31, 2017, Griffin sold 1,800,823 shares of common stock in Centaur Media (see Note 7). On March 29, 2017, the full building tenant in an approximately 100,000 square foot industrial/warehouse building in NE Tradeport filed for protection under Chapter 11 of the U.S. Bankruptcy Code. Subsequent to May 31, 2017, Griffin entered into an Amendment to Lease (the “Amendment”) with this tenant. Under the terms of the Amendment, prior to June 1, 2018, the tenant’s premises will be reduced to approximately 52,000 square feet, however the rental rates and lease expiration date of March 31, 2024 under the existing lease remain the same. The Amendment is subject to approval by the U.S. Bankruptcy Court. Rental revenue from this tenant was approximately $300 in the 2017 second quarter. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
May 31, 2017 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation Griffin Industrial Realty, Inc. ("Griffin") is a real estate business principally engaged in developing, managing and leasing industrial/warehouse properties and, to a lesser extent, office/flex properties. Griffin also seeks to add to its property portfolio through the acquisition and development of land or purchase of buildings. Periodically, Griffin may sell certain portions of its undeveloped land that it has owned for an extended time period and the use of which is not consistent with Griffin's core development and leasing strategy. These financial statements have been prepared in conformity with the standards of accounting measurement set forth by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 270, “Interim Reporting” and in accordance with the accounting policies stated in Griffin’s audited consolidated financial statements for the fiscal year ended November 30, 2016 (“fiscal 2016”) included in Griffin’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission (“SEC”) on February 10, 2017. These financial statements 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 November 30, 2016 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 and the estimated costs to complete required offsite improvements related to land sold. 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. |
Interest Rate Swap Agreements | As of May 31, 2017, Griffin was a party to several interest rate swap agreements to hedge its interest rate exposure. 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 measured 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. Changes in the fair values of Griffin’s interest rate swap agreements are recorded as components of accumulated other comprehensive income (loss) in stockholders’ equity to the extent they are effective. Any ineffective portions of the changes in fair values of these instruments would be recorded as interest expense or interest income. |
Fiscal Year | The results of operations for the three months ended May 31, 2017 (the “2017 second quarter”) and the six months ended May 31, 2017 (the “2017 six month period”) are not necessarily indicative of the results to be expected for the full year. The three months and six months ended May 31, 2016 are referred to herein as the “2016 second quarter” and “2016 six month period,” respectively. |
Reclassifications | Certain amounts from the 2016 second quarter and 2016 six month period have been reclassified to conform to the current presentation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2017, the FASB issued Accounting Standards Update (“ASU”) No. 2017-09, “Compensation – Stock Compensation: Scope of Modification Accounting,” which clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. This update requires modification only if the fair value, vesting conditions or the classification of the award changes as a result of the change in terms or conditions. This Update will become effective for Griffin in fiscal 2018. Early adoption is allowed and the Update will be applied on a prospective basis. The adoption of ASU No. 2017-09 is not expected to have a material impact on Griffin’s consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, “Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting,” which relates to the accounting for employee share-based payments. This Update addresses several aspects of the accounting for share-based payment award transactions, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. This Update will become effective for Griffin in fiscal 2018. Early adoption is allowed, but all of the guidance must be adopted in the same period. Griffin is evaluating the impact that the application of this Update will have on its consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, “Leases,” which establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than twelve months. The accounting applied by lessors under this Update is largely unchanged from that applied under current U.S. GAAP. Leases will be either classified as finance or operating, with classification affecting the pattern of expense recognition in the income statement. This Update also requires significant additional disclosures about the amount, timing and uncertainty of cash flows from leases. This Update will become effective for Griffin in fiscal 2020 using a modified restatement approach for leases in effect as of and after the date of adoption. Early adoption and practical expedients to measure the effect of adoption will also be allowed. Griffin is evaluating the impact that the application of this Update will have on its consolidated financial statements. In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments - Overall,” which requires all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under the equity method of accounting or those that result in consolidation of the investee). This Update also requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. This Update eliminates the requirement for an entity to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet for public business entities. In addition, entities must assess the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity's other deferred tax assets. This Update will be effective for Griffin in fiscal 2019. Early adoption is permitted for certain provisions. Upon adoption, changes in the fair value of Griffin's available-for-sale securities will be recognized through net income. In April 2015, the FASB issued ASU No. 2015-03, “Interest-Imputation of Interest,” (“ASU 2015-03”) which requires that debt issuance costs related to a recognized liability be presented on the balance sheet as a direct reduction from the carrying amount of the associated debt liability, consistent with debt discounts. This Update must be applied on a retrospective basis and was adopted by Griffin in the fiscal 2016 fourth quarter. The adoption of this guidance required Griffin to reclassify its debt issuance costs on nonrecourse mortgage loans from other assets to mortgage debt on its statement of financial position but did not have an impact on Griffin’s results of operations. The effect of the reclassification on Griffin’s statement of financial position is quantified in Note 4. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” This Update outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry specific guidance, and requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. Additionally, the Update requires improved disclosures to help users of financial statements better understand the nature, amount, timing and uncertainty of revenue that is recognized. The Update permits the use of either the retrospective or cumulative effect transition method. This Update will be effective for Griffin in fiscal 2019 and early adoption is not permitted. Certain aspects of this new standard may affect revenue recognition of Griffin. Griffin is evaluating the impact that the application of this Update will have on its consolidated financial statements. |
Fair Value (Tables)
Fair Value (Tables) | 6 Months Ended |
May 31, 2017 | |
Fair Value | |
Schedule of financial assets and liabilities carried at fair value and measured at fair value on a recurring basis: | May 31, 2017 Quoted Prices in Significant Significant Active Markets for Observable Unobservable Identical Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Marketable equity securities $ 1,272 $ — $ — Interest rate swap assets $ — $ 129 $ — Interest rate swap liabilities $ — $ 2,098 $ — November 30, 2016 Quoted Prices in Significant Significant Active Markets for Observable Unobservable Identical Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Marketable equity securities $ 977 $ — $ — Interest rate swap asset $ — $ 207 $ — Interest rate swap liabilities $ — $ 1,892 $ — |
Schedule of carrying and estimated fair values of financial instruments | Fair Value May 31, 2017 November 30, 2016 Hierarchy Carrying Estimated Carrying Estimated Level Value Fair Value Value Fair Value Financial assets: Cash and cash equivalents 1 $ 32,144 $ 32,144 $ 24,689 $ 24,689 Proceeds held in escrow 1 9,710 9,710 3,535 3,535 Marketable equity securities 1 1,272 1,272 977 977 Interest rate swaps 2 129 129 207 207 Financial liabilities: Mortgage loans, net of debt issuance costs 2 $ 119,970 $ 120,313 $ 109,697 $ 111,103 Interest rate swaps 2 2,098 2,098 1,892 1,892 |
Real Estate Assets (Tables)
Real Estate Assets (Tables) | 6 Months Ended |
May 31, 2017 | |
Real Estate Assets | |
Schedule of real estate assets, excluding those held for sale | Estimated Useful Lives May 31, 2017 Nov. 30, 2016 Land $ 16,502 $ 17,895 Land improvements 10 to 30 years 26,936 27,592 Buildings and improvements 10 to 40 years 165,937 164,353 Tenant improvements Shorter of useful life or terms of related lease 24,705 21,925 Machinery and equipment 3 to 20 years 11,022 11,022 Construction in progress 1,962 1,659 Development costs 14,736 14,615 Accumulated depreciation $ 171,219 $ 172,260 |
Schedule of total depreciation expense and capitalized interest related to real estate assets | For the Three Months Ended For the Six Months Ended May 31, 2017 May 31, 2016 May 31, 2017 May 31, 2016 Depreciation expense $ 2,112 $ 1,898 $ 4,207 $ 3,782 Capitalized interest $ — $ 133 $ — $ 217 |
Schedule of real estate held for sale | May 31, 2017 Nov. 30, 2016 Land $ 1,283 $ 264 Land improvements 679 — Development costs 1,074 2,728 3,036 2,992 Accumulated depreciation (325) — $ 2,711 $ 2,992 |
Mortgage Loans (Tables)
Mortgage Loans (Tables) | 6 Months Ended |
May 31, 2017 | |
Mortgage Loans | |
Schedule of mortgage loans | May 31, 2017 Nov. 30, 2016 Variable rate, due October 2, 2017 * $ 5,940 $ 6,034 Variable rate, due February 1, 2019 * 10,158 10,313 Variable rate, due January 27, 2020 * 3,543 3,606 Variable rate, due January 2, 2025 * 20,485 20,744 Variable rate, due May 1, 2026 * 14,015 14,187 Variable rate, due November 17, 2026 * 26,404 26,725 Variable rate, due March 1, 2027 * 11,956 — 5.09%, due July 1, 2029 6,801 7,001 5.09%, due July 1, 2029 4,765 4,905 4.33%, due August 1, 2030 17,468 17,624 Nonrecourse mortgage loans prior to debt issuance costs 121,535 111,139 Debt issuance costs, net (1,565) (1,442) Nonrecourse mortgage loans, net $ 119,970 $ 109,697 *Griffin entered into interest rate swap agreements to effectively fix the interest rates on these loans (see below). |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
May 31, 2017 | |
Stockholders' Equity | |
Schedule of basic and diluted per share results | For the Three Months Ended For the Six Months Ended May 31, 2017 May 31, 2016 May 31, 2017 May 31, 2016 Net income (loss) $ 4,727 $ (379) $ 3,788 $ (714) Weighted average shares outstanding for computation of basic per share results 5,001,000 5,020,000 Incremental shares from assumed exercise of Griffin stock options (a) 22,000 — 23,000 — Adjusted weighted average shares for computation of diluted per share results 5,023,000 5,150,000 5,043,000 5,151,000 (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. The incremental shares from the assumed exercise of stock options for the 2016 second quarter and 2016 six month period would have been 2,000 for each period. |
Schedule of options granted to employees | For the Six Months Ended May 31, 2017 May 31, 2016 Fair Value per Fair Value per Number of Option at Number of Option at Shares Grant Date Shares Grant Date Employees 5,000 $ 11.13 101,450 $ 7.51 - 11.65 Non-employee directors 6,570 $ 13.49 8,409 $ 11.30 11,570 109,859 |
Schedule of assumptions used in determining fair values of options | For the Six Months Ended May 31, 2017 May 31, 2016 Expected volatility 32.7 to 39.6 % 32.9 to 41.1 % Risk free interest rates 2.1 to 2.2 % 1.2 to 1.5 % Expected option term (in years) 7.5 to 8.5 5 to 8.5 Annual dividend yield 0.8 to 0.9 % 0.9 % |
Schedule of option holders | Number of option holders at May 31, 2017 32 |
Schedule of compensation expense and related tax benefits for stock options | For the Three Months Ended For the Six Months Ended May 31, 2017 May 31, 2016 May 31, 2017 May 31, 2016 Compensation expense $ 88 $ 43 $ 170 $ 114 Related tax benefit $ 20 $ 12 $ 40 $ 24 |
Schedule of unrecognized compensation expense related to nonvested stock options | Balance of Fiscal 2017 $ 181 Fiscal 2018 $ 341 Fiscal 2019 $ 234 Fiscal 2020 $ 113 Fiscal 2021 $ 33 Fiscal 2022 $ 1 |
Summary of the activity under the Griffin Stock Option Plan | For the Six Months Ended May 31, 2017 May 31, 2016 Weighted Weighted Avg. Avg. Number of Exercise Number of Exercise Shares Price Shares Price Outstanding at beginning of period 324,546 $ 29.23 225,727 $ 30.47 Granted 11,570 $ 30.59 109,859 $ 26.83 Forfeited (2,104) $ 38.00 (5,266) $ 30.38 Outstanding at end of period 334,012 $ 29.22 330,320 $ 29.26 |
Schedule of options by range of exercise prices | Weighted Avg. Remaining Range of Exercise Prices for Outstanding at Weighted Avg. Contractual Life Total Intrinsic Vested and Nonvested Options May 31, 2017 Exercise Price (in years) Value $23.00 - $28.00 124,793 $ 26.67 8.4 $ 552 $28.00 - $32.00 128,248 $ 29.07 4.6 261 $32.00 - $39.00 80,971 $ 33.40 1.4 — 334,012 $ 29.22 5.3 $ 813 |
Schedule of accumulated other comprehensive loss | For the Six Months Ended May 31, 2017 Unrealized gain Unrealized loss on on investment in cash flow hedges Centaur Media Total Balance November 30, 2016 $ (1,062) $ 13 $ (1,049) Other comprehensive (loss) income before reclassifications (625) 192 (433) Amounts reclassified 427 — 427 Net activity for other comprehensive loss (198) 192 (6) Balance May 31, 2017 $ (1,260) $ 205 $ (1,055) For the Six Months Ended May 31, 2016 Unrealized gain Unrealized loss on on investment in cash flow hedges Centaur Media Total Balance November 30, 2015 $ (1,744) $ 659 $ (1,085) Other comprehensive loss before reclassifications (1,115) (339) (1,454) Amounts reclassified 427 — 427 Net activity for other comprehensive loss (688) (339) (1,027) Balance May 31, 2016 $ (2,432) $ 320 $ (2,112) |
Schedule of components of accumulated other comprehensive income (loss) | For the Three Months Ended May 31, 2017 May 31, 2016 Tax Tax (Expense) Net-of (Expense) Net-of Pre-Tax Benefit Tax Pre-Tax Benefit Tax Reclassifications included in net income (loss): Loss on cash flow hedges (interest expense) $ 342 $ (124) $ 218 $ 339 $ (125) $ 214 Total reclassifications included in net income (loss) 342 (124) 218 339 (125) 214 Mark to market adjustment on Centaur Media for an increase in the foreign currency exchange rate 48 (16) 32 55 (19) 36 Mark to market adjustment on Centaur Media for an increase (decrease) in fair value 52 (19) 33 (183) 64 (119) (Decrease) increase in fair value adjustments on Griffin’s cash flow hedges (1,297) 468 (829) 43 (17) 26 Total change in other comprehensive loss (1,197) 433 (764) (85) 28 (57) Other comprehensive (loss) income $ (855) $ 309 $ (546) $ 254 $ (97) $ 157 For the Six Months Ended May 31, 2017 May 31, 2016 Tax Tax (Expense) Net-of (Expense) Net-of Pre-Tax Benefit Tax Pre-Tax Benefit Tax Reclassifications included in net income (loss): Loss on cash flow hedges (interest expense) $ 681 $ (254) $ 427 $ 677 $ (250) $ 427 Total reclassifications included in net income (loss) 681 (254) 427 677 (250) 427 Mark to market adjustment on Centaur Media for an increase (decrease) in the foreign currency exchange rate 36 (12) 24 (73) 26 (47) Mark to market adjustment on Centaur Media for an increase (decrease) in fair value 259 (91) 168 (448) 156 (292) Decrease in fair value adjustments on Griffin’s cash flow hedges (965) 340 (625) (1,769) 654 (1,115) Total change in other comprehensive loss (670) 237 (433) (2,290) 836 (1,454) Other comprehensive income (loss) $ 11 $ (17) $ (6) $ (1,613) $ 586 $ (1,027) |
Supplemental Financial Statem22
Supplemental Financial Statement Information (Tables) | 6 Months Ended |
May 31, 2017 | |
Supplemental Financial Statement Information | |
Schedule of fair value, cost and unrealized gain of Griffin's investment in Centaur Media | May 31, 2017 Nov. 30, 2016 Fair value $ 1,272 $ 977 Cost 1,014 1,014 Unrealized gain (loss) $ $ |
Schedule of other assets | May 31, 2017 Nov. 30, 2016 Deferred rent receivable $ 4,881 $ 4,474 Deferred leasing costs 4,817 4,746 Lease receivables from tenants 1,661 369 Available-for-sale securities 1,272 977 Mortgage escrows 1,116 717 Deposits and other expenditures related to potential real estate acquisitions 927 497 Prepaid expenses 754 2,333 Property and equipment, net 311 280 Intangible assets, net 233 247 Interest rate swap assets 129 207 Deferred financing costs related to Webster Credit Line 82 117 Other 179 199 Total other assets $ 16,362 $ 15,163 |
Schedule of accounts payable and accrued liabilities | May 31, 2017 Nov. 30, 2016 Accrued construction costs and retainage $ 809 $ 1,252 Accrued interest payable 461 390 Accrued salaries, wages and other compensation 345 725 Trade payables 277 573 Accrued lease commissions 269 487 Other 395 713 Total accounts payable and accrued liabilities $ 2,556 $ 4,140 |
Schedule of other liabilities | May 31, 2017 Nov. 30, 2016 Deferred compensation plan $ 4,737 $ 4,334 Interest rate swap liabilities 2,098 1,892 Prepaid rent from tenants 1,172 938 Security deposits of tenants 533 413 Conditional asset retirement obligations 288 288 Land sale deposit 155 — Other 79 78 Total other liabilities $ 9,062 $ 7,943 |
Schedule of interest payments | For the Three Months Ended For the Six Months Ended May 31, 2017 May 31, 2016 May 31, 2017 May 31, 2016 $ 1,320 $ 1,125 $ 2,552 $ 2,236 |
Fair Value (Details)
Fair Value (Details) - USD ($) $ in Thousands | May 31, 2017 | Nov. 30, 2016 |
Financial assets and liabilities carried at fair value and measured at fair value on a recurring basis: | ||
Assets, transfers from Level 1 to Level 2 | $ 0 | |
Liabilities, transfers from Level 1 to Level 2 | 0 | |
Assets, transfers from Level 2 to Level 1 | 0 | |
Liabilities, transfers from Level 2 to Level 1 | 0 | |
Marketable equity securities | 1,272 | $ 977 |
Interest rate swaps | 2,098 | 1,892 |
Recurring basis | Level 1 | ||
Financial assets and liabilities carried at fair value and measured at fair value on a recurring basis: | ||
Marketable equity securities | 1,272 | 977 |
Recurring basis | Level 2 | ||
Financial assets and liabilities carried at fair value and measured at fair value on a recurring basis: | ||
Interest rate swaps | 129 | 207 |
Interest rate swaps | $ 2,098 | $ 1,892 |
Fair Value - Assets and Liabili
Fair Value - Assets and Liabilities (Details) - USD ($) $ in Thousands | May 31, 2017 | Nov. 30, 2016 |
Financial assets: | ||
Proceeds held in escrow | $ 9,710 | $ 3,535 |
Marketable equity securities | 1,272 | 977 |
Financial liabilities: | ||
Interest rate swaps | 2,098 | 1,892 |
Carrying Value | Level 1 | ||
Financial assets: | ||
Cash and cash equivalents | 32,144 | 24,689 |
Proceeds held in escrow | 9,710 | 3,535 |
Marketable equity securities | 1,272 | 977 |
Carrying Value | Level 2 | ||
Financial assets: | ||
Interest rate swaps | 129 | 207 |
Financial liabilities: | ||
Mortgage loans, net of debt issuance costs | 119,970 | 109,697 |
Interest rate swaps | 2,098 | 1,892 |
Estimated Fair Value | Level 1 | ||
Financial assets: | ||
Cash and cash equivalents | 32,144 | 24,689 |
Proceeds held in escrow | 9,710 | 3,535 |
Marketable equity securities | 1,272 | 977 |
Estimated Fair Value | Level 2 | ||
Financial assets: | ||
Interest rate swaps | 129 | 207 |
Financial liabilities: | ||
Mortgage loans, net of debt issuance costs | 120,313 | 111,103 |
Interest rate swaps | $ 2,098 | $ 1,892 |
Real Estate Assets (Details)
Real Estate Assets (Details) $ in Thousands | Jun. 09, 2017USD ($)ft² | Apr. 28, 2017USD ($)a | May 31, 2017USD ($)a | May 31, 2016USD ($) | May 31, 2017USD ($)a | May 31, 2016USD ($) | Nov. 30, 2013USD ($)a | May 31, 2017USD ($)a | Nov. 30, 2016USD ($) |
Real Estate Assets | |||||||||
Land | $ 16,502 | $ 16,502 | $ 16,502 | $ 17,895 | |||||
Land improvements | 26,936 | 26,936 | 26,936 | 27,592 | |||||
Buildings and improvements | 165,937 | 165,937 | 165,937 | 164,353 | |||||
Tenant improvements | 24,705 | 24,705 | 24,705 | 21,925 | |||||
Machinery and equipment | 11,022 | 11,022 | 11,022 | 11,022 | |||||
Construction in progress | 1,962 | 1,962 | 1,962 | 1,659 | |||||
Development costs | 14,736 | 14,736 | 14,736 | 14,615 | |||||
Real estate assets, gross | 261,800 | 261,800 | 261,800 | 259,061 | |||||
Accumulated depreciation | (90,581) | (90,581) | (90,581) | (86,801) | |||||
Real estate assets, net | 171,219 | 171,219 | $ 171,219 | 172,260 | |||||
Depreciation expense | $ 2,112 | $ 1,898 | $ 4,207 | $ 3,782 | |||||
Capitalized interest | $ 133 | 217 | |||||||
Sales | |||||||||
Number of acres sold | a | 29 | 29 | 29 | ||||||
Cash received on sale of land | $ 3,535 | ||||||||
Deferred revenue | 10,142 | $ 10,142 | $ 10,142 | 9,526 | |||||
Cash paid for building | 5,322 | $ 8,393 | |||||||
Value of real estate assets reclassified as held for sale | 1,713 | ||||||||
Value of real estate assets reclassified out of held for sale due to sale | 1,994 | ||||||||
Real estate assets held for sale | |||||||||
Real Estate Assets | |||||||||
Land | 1,283 | 1,283 | 1,283 | 264 | |||||
Land improvements | 679 | 679 | 679 | ||||||
Development costs | 1,074 | 1,074 | 1,074 | 2,728 | |||||
Real estate assets, gross | 3,036 | 3,036 | 3,036 | 2,992 | |||||
Accumulated depreciation | (325) | (325) | (325) | ||||||
Real estate assets, net | 2,711 | 2,711 | 2,711 | $ 2,992 | |||||
Subsequent events | |||||||||
Sales | |||||||||
Area Of Building | ft² | 277,000 | ||||||||
Cash paid for building | $ 18,600 | ||||||||
Windsor undeveloped land sale | |||||||||
Sales | |||||||||
Number of acres sold | a | 67 | 90 | |||||||
Cash received on sale of land | $ 10,250 | $ 8,968 | |||||||
Number of acres | a | 268 | ||||||||
Proceeds from land sale deposited in escrow | $ 9,711 | ||||||||
Revenue from property sales | 104 | 104 | 8,968 | ||||||
Pretax gain on land sale | $ 7,975 | $ 66 | $ 66 | $ 6,674 | |||||
Land improvements | Minimum | |||||||||
Real Estate Assets | |||||||||
Estimated Useful Lives | 10 years | ||||||||
Land improvements | Maximum | |||||||||
Real Estate Assets | |||||||||
Estimated Useful Lives | 30 years | ||||||||
Buildings and improvements | Minimum | |||||||||
Real Estate Assets | |||||||||
Estimated Useful Lives | 10 years | ||||||||
Buildings and improvements | Maximum | |||||||||
Real Estate Assets | |||||||||
Estimated Useful Lives | 40 years | ||||||||
Machinery and equipment. | Minimum | |||||||||
Real Estate Assets | |||||||||
Estimated Useful Lives | 3 years | ||||||||
Machinery and equipment. | Maximum | |||||||||
Real Estate Assets | |||||||||
Estimated Useful Lives | 20 years |
Mortgage Loan (Details)
Mortgage Loan (Details) $ in Thousands | Apr. 26, 2017USD ($)ft²building | Mar. 15, 2017USD ($)building | Nov. 17, 2016USD ($)ft²derivative | Dec. 11, 2015USD ($)ft²derivativesubsidiary | Dec. 10, 2015USD ($)subsidiary | Sep. 01, 2015USD ($)ft² | Dec. 31, 2014USD ($)ft² | May 31, 2017USD ($)ft²item | May 31, 2016USD ($) | Nov. 30, 2016USD ($) |
Long-Term Debt | ||||||||||
Mortgage loans, prior to debt issuance costs | $ 121,535 | $ 111,139 | ||||||||
Debt issuance costs, net | (1,565) | (1,442) | ||||||||
Mortgage loans, net | 119,970 | 109,697 | ||||||||
Debt disclosures | ||||||||||
Other assets | 16,362 | 15,163 | ||||||||
Proceeds from issuance of debt | 12,000 | $ 18,800 | ||||||||
Funds placed in (returned from) escrow | (600) | |||||||||
Ineffectiveness on cash flow hedges | 0 | |||||||||
Anticipated ineffectiveness on cash flow hedges | 0 | |||||||||
Net fair value of interest rate swap agreements | 1,969 | |||||||||
Other assets | ||||||||||
Debt disclosures | ||||||||||
Net fair value of interest rate swap agreements | 129 | |||||||||
Other liabilities caption | ||||||||||
Debt disclosures | ||||||||||
Net fair value of interest rate swap agreements | 2,098 | |||||||||
Accounting Standards Update 2015-03 [Member] | Restatement Adjustment [Member] | ||||||||||
Long-Term Debt | ||||||||||
Mortgage loans, net | (1,442) | |||||||||
Debt disclosures | ||||||||||
Other assets | (1,442) | |||||||||
Nonrecourse variable rate loans, due October 2, 2017 | ||||||||||
Long-Term Debt | ||||||||||
Mortgage loans, prior to debt issuance costs | 5,940 | 6,034 | ||||||||
Nonrecourse variable rate loans, due February 1, 2019 | ||||||||||
Long-Term Debt | ||||||||||
Mortgage loans, prior to debt issuance costs | 10,158 | 10,313 | ||||||||
Nonrecourse variable rate loans, due August 1, 2019 | ||||||||||
Long-Term Debt | ||||||||||
Mortgage loans, prior to debt issuance costs | $ 7,418 | |||||||||
Debt disclosures | ||||||||||
Number of buildings used as collateral | building | 4 | |||||||||
Area of collateralized properties (in square feet) | ft² | 240,000 | |||||||||
Nonrecourse variable rate loans, due January 27, 2020 | ||||||||||
Long-Term Debt | ||||||||||
Mortgage loans, prior to debt issuance costs | 3,543 | 3,606 | ||||||||
Nonrecourse variable rate loans, due January 2, 2025 | ||||||||||
Long-Term Debt | ||||||||||
Mortgage loans, prior to debt issuance costs | 20,485 | 20,744 | ||||||||
Debt disclosures | ||||||||||
Proceeds from issuance of debt | $ 10,891 | |||||||||
Term of debt | 10 years | |||||||||
Number of subsidiaries which are party to the mortgage | subsidiary | 2 | |||||||||
Debt amount refinanced | $ 8,859 | |||||||||
Nonrecourse variable rate mortgage, due September 1, 2025 | ||||||||||
Debt disclosures | ||||||||||
Leased space | ft² | 196,000 | |||||||||
Number of subsidiaries which are party to the mortgage | subsidiary | 1 | |||||||||
Nonrecourse Variable Rate Mortgage, Refinanced, Due In September 2026 [Member] | ||||||||||
Long-Term Debt | ||||||||||
Mortgage loans, prior to debt issuance costs | $ 26,725 | |||||||||
Debt disclosures | ||||||||||
Proceeds from issuance of debt | $ 13,000 | |||||||||
Term of debt | 10 years | |||||||||
Debt amount refinanced | $ 13,725 | |||||||||
Nonrecourse Variable Rate Mortgage Due On 1 May 2026 [Member] | ||||||||||
Long-Term Debt | ||||||||||
Mortgage loans, prior to debt issuance costs | 14,015 | 14,187 | ||||||||
Debt disclosures | ||||||||||
New mortgage | $ 14,350 | |||||||||
Number of buildings used as collateral | building | 4 | |||||||||
Proceeds from issuance of debt | $ 6,932 | |||||||||
Term of debt | 10 years | |||||||||
Amortization period of debt | 25 years | |||||||||
Additional area serving as collateral | ft² | 98,000 | |||||||||
Nonrecourse Variable Rate Mortgage Due On November 17, 2026 [Member] | ||||||||||
Long-Term Debt | ||||||||||
Mortgage loans, prior to debt issuance costs | 26,404 | 26,725 | ||||||||
5.09%, due July 1, 2029 GCD mortgage loan | ||||||||||
Long-Term Debt | ||||||||||
Mortgage loans, prior to debt issuance costs | $ 6,801 | 7,001 | ||||||||
Interest rate (as a percent) | 5.09% | |||||||||
5.09%, due July 1, 2029 TD mortgage Loan | ||||||||||
Long-Term Debt | ||||||||||
Mortgage loans, prior to debt issuance costs | $ 4,765 | 4,905 | ||||||||
Interest rate (as a percent) | 5.09% | |||||||||
4.33%, due August 1, 2030 mortgage loan | ||||||||||
Long-Term Debt | ||||||||||
Mortgage loans, prior to debt issuance costs | $ 17,468 | $ 17,624 | ||||||||
Interest rate (as a percent) | 4.33% | |||||||||
2017 PUB Mortgage | ||||||||||
Debt disclosures | ||||||||||
New mortgage | $ 12,000 | |||||||||
Number of buildings used as collateral | building | 2 | |||||||||
Term of debt | 10 years | |||||||||
Amortization period of debt | 25 years | |||||||||
Number of buildings subject to master lease | building | 1 | |||||||||
First Collateralized Property | Nonrecourse variable rate loans, due January 2, 2025 | ||||||||||
Debt disclosures | ||||||||||
Area of collateralized properties (in square feet) | ft² | 303,000 | |||||||||
First Collateralized Property | Nonrecourse variable rate mortgage, due September 1, 2025 | ||||||||||
Debt disclosures | ||||||||||
Area of collateralized properties (in square feet) | ft² | 280,000 | |||||||||
First Collateralized Property | Nonrecourse Variable Rate Mortgage Due On 1 May 2026 [Member] | ||||||||||
Debt disclosures | ||||||||||
Leased space | ft² | 58,000 | |||||||||
Second Collateralized Property | Nonrecourse variable rate loans, due January 2, 2025 | ||||||||||
Debt disclosures | ||||||||||
Area of collateralized properties (in square feet) | ft² | 228,000 | |||||||||
Leased space | ft² | 201,000 | |||||||||
Second Collateralized Property | Nonrecourse Variable Rate Mortgage, Refinanced, Due In September 2026 [Member] | ||||||||||
Debt disclosures | ||||||||||
Area of collateralized properties (in square feet) | ft² | 252,000 | |||||||||
Second Collateralized Property | Nonrecourse Variable Rate Mortgage Due On 1 May 2026 [Member] | ||||||||||
Debt disclosures | ||||||||||
Leased space | ft² | 40,000 | |||||||||
Interest rate swap agreement | ||||||||||
Debt disclosures | ||||||||||
Number of agreements containing credit risk related contingent features | item | 0 | |||||||||
Recognized net losses (included in other comprehensive loss), before taxes, on interest rate swap agreements | $ 284 | $ 1,092 | ||||||||
Loss expected to be reclassified over next twelve months from accumulated other comprehensive loss to interest expense | $ 1,041 | |||||||||
Interest rate swap agreement | Nonrecourse variable rate loans, due August 1, 2019 | ||||||||||
Debt disclosures | ||||||||||
Fixed interest rate pursuant to interest rate swap agreement (as a percent) | 6.58% | |||||||||
Interest rate swap agreement | Nonrecourse variable rate loans, due January 2, 2025 | ||||||||||
Debt disclosures | ||||||||||
Fixed interest rate pursuant to interest rate swap agreement (as a percent) | 4.39% | |||||||||
Number of interest rate swap derivatives | derivative | 2 | |||||||||
Interest rate swap agreement | Nonrecourse Variable Rate Mortgage, Refinanced, Due In September 2026 [Member] | ||||||||||
Debt disclosures | ||||||||||
Fixed interest rate pursuant to interest rate swap agreement (as a percent) | 3.79% | |||||||||
Number of interest rate swap derivatives | derivative | 2 | |||||||||
Interest rate swap agreement | Nonrecourse Variable Rate Mortgage Due On 1 May 2026 [Member] | ||||||||||
Debt disclosures | ||||||||||
Fixed interest rate pursuant to interest rate swap agreement (as a percent) | 4.17% | |||||||||
Interest rate swap agreement | 2017 PUB Mortgage | ||||||||||
Debt disclosures | ||||||||||
Fixed interest rate pursuant to interest rate swap agreement (as a percent) | 4.45% | |||||||||
Notional amount of interest rate swap agreement | $ 12,000 | |||||||||
Nonrecourse Mortgage, Proceeds Excluding Contingent Portion [Member] | Nonrecourse variable rate mortgage, due September 1, 2025 | ||||||||||
Debt disclosures | ||||||||||
Proceeds from issuance of debt | $ 11,500 | |||||||||
Nonrecourse Mortgage, Proceeds Excluding Contingent Portion [Member] | Second Collateralized Property | Nonrecourse variable rate loans, due January 2, 2025 | ||||||||||
Debt disclosures | ||||||||||
Leased space | ft² | 102,000 | |||||||||
Nonrecourse Mortgage, Contingent Portion [Member] | Nonrecourse variable rate loans, due January 2, 2025 | ||||||||||
Debt disclosures | ||||||||||
Proceeds from issuance of debt | $ 1,850 | |||||||||
Nonrecourse Mortgage, Contingent Portion [Member] | Nonrecourse variable rate mortgage, due September 1, 2025 | ||||||||||
Debt disclosures | ||||||||||
Proceeds from issuance of debt | $ 2,600 | |||||||||
LIBOR | Nonrecourse variable rate loans, due August 1, 2019 | ||||||||||
Debt disclosures | ||||||||||
Variable interest rate margin (as a percent) | 3.08% | |||||||||
LIBOR | Nonrecourse variable rate loans, due January 2, 2025 | ||||||||||
Debt disclosures | ||||||||||
Variable interest rate margin (as a percent) | 1.95% | |||||||||
LIBOR | Nonrecourse Variable Rate Mortgage, Refinanced, Due In September 2026 [Member] | ||||||||||
Debt disclosures | ||||||||||
Variable interest rate margin (as a percent) | 1.70% | |||||||||
LIBOR | Nonrecourse Variable Rate Mortgage Due On 1 May 2026 [Member] | ||||||||||
Debt disclosures | ||||||||||
Variable interest rate margin (as a percent) | 2.00% | |||||||||
LIBOR | 2017 PUB Mortgage | ||||||||||
Debt disclosures | ||||||||||
Variable interest rate margin (as a percent) | 1.95% |
Revolving Credit Agreement (Det
Revolving Credit Agreement (Details) - Webster Credit Line | 6 Months Ended | 54 Months Ended |
May 31, 2017USD ($)ft² | May 31, 2017USD ($)ft² | |
Revolving credit agreement | ||
Maximum borrowing capacity | $ 15,000,000 | $ 15,000,000 |
Proceeds from Lines of Credit | 0 | |
Standby letters of credit aggregate amount | $ 1,723,000 | $ 1,723,000 |
Griffin Center South, Bloomfield, CT | ||
Revolving credit agreement | ||
Area of collateralized properties (in square feet) | ft² | 235,000 | 235,000 |
Single-story office building in Griffin Center | ||
Revolving credit agreement | ||
Area of collateralized properties (in square feet) | ft² | 48,000 | 48,000 |
LIBOR | ||
Revolving credit agreement | ||
Variable interest rate margin (as a percent) | 2.75% |
Stockholders' Equity - Per Shar
Stockholders' Equity - Per Share Results (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
May 31, 2017 | May 31, 2016 | May 31, 2017 | May 31, 2016 | |
Per Share Results | ||||
Net income (loss) | $ 4,727 | $ (379) | $ 3,788 | $ (714) |
Weighted average shares outstanding for computation of basic per share results | 5,001,000 | 5,150,000 | 5,020,000 | 5,151,000 |
Incremental shares from assumed exercise of Griffin stock options | 22,000 | 23,000 | ||
Adjusted weighted average shares for computation of diluted per share results | 5,023,000 | 5,150,000 | 5,043,000 | 5,151,000 |
Incremental shares from assumed exercise of stock options excluded due to anti-dilutive effect | 2,000 | 2,000 |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Option Grants, Activity And Expense (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
May 31, 2017USD ($)individual$ / sharesshares | May 31, 2016USD ($)$ / sharesshares | May 31, 2017USD ($)individual$ / sharesshares | May 31, 2016USD ($)$ / sharesshares | |
Other Disclosures | ||||
Number of option holders | individual | 32 | 32 | ||
Compensation expense for stock options | ||||
Compensation expense (benefit) | $ | $ 88 | $ 43 | $ 170 | $ 114 |
Related tax benefit (expense) | $ | 20 | $ 12 | 40 | $ 24 |
Unrecognized compensation expense related to non-vested stock options that will be recognized during future periods | ||||
Balance of fiscal 2017 | $ | 181 | 181 | ||
Fiscal 2018 | $ | 341 | 341 | ||
Fiscal 2019 | $ | 234 | 234 | ||
Fiscal 2020 | $ | 113 | 113 | ||
Fiscal 2021 | $ | 33 | 33 | ||
Fiscal 2022 | $ | $ 1 | $ 1 | ||
2009 Stock Option Plan | ||||
2009 Stock Option Plan | ||||
Expiration term | 10 years | |||
Granted (in shares) | 11,570 | 109,859 | ||
Assumptions used in determining the fair value of the stock options granted | ||||
Annual dividend yield (as a percent) | 0.90% | |||
Activity under the 2009 Stock Option Plan | ||||
Outstanding at beginning of period (in shares) | 324,546 | 225,727 | ||
Granted (in shares) | 11,570 | 109,859 | ||
Forfeited (in shares) | (2,104) | (5,266) | ||
Outstanding at end of period (in shares) | 334,012 | 330,320 | 334,012 | 330,320 |
Weighted Avg. Exercise Price | ||||
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 29.23 | $ 30.47 | ||
Granted (in dollars per share) | $ / shares | 30.59 | 26.83 | ||
Forfeited (in dollars per share) | $ / shares | 38 | 30.38 | ||
Outstanding at end of period (in dollars per share) | $ / shares | $ 29.22 | $ 29.26 | $ 29.22 | $ 29.26 |
Other Disclosures | ||||
Number of options that may be exercised as stock appreciation rights | 0 | 0 | ||
2009 Stock Option Plan | Non-employee directors | ||||
2009 Stock Option Plan | ||||
Granted (in shares) | 6,570 | 8,409 | ||
Fair values of stock options granted (in dollars per share) | $ / shares | $ 13.49 | $ 11.30 | ||
Compensation expense for stock options | ||||
Forfeiture rates (as a percent) | 0.00% | 0.00% | 0.00% | 0.00% |
Activity under the 2009 Stock Option Plan | ||||
Granted (in shares) | 6,570 | 8,409 | ||
2009 Stock Option Plan | Employee [Member] | ||||
2009 Stock Option Plan | ||||
Granted (in shares) | 5,000 | 101,450 | ||
Fair values of stock options granted (in dollars per share) | $ / shares | $ 11.13 | |||
Activity under the 2009 Stock Option Plan | ||||
Granted (in shares) | 5,000 | 101,450 | ||
Minimum | 2009 Stock Option Plan | ||||
Assumptions used in determining the fair value of the stock options granted | ||||
Expected volatility (as a percent) | 32.70% | 32.90% | ||
Range of risk free interest rate (as a percent) | 2.10% | 1.20% | ||
Expected option term (in years) | 7 years 6 months | 5 years | ||
Annual dividend yield (as a percent) | 0.80% | |||
Minimum | 2009 Stock Option Plan | Executives | ||||
Compensation expense for stock options | ||||
Forfeiture rates (as a percent) | 17.90% | 17.90% | 17.90% | 17.90% |
Minimum | 2009 Stock Option Plan | Employee [Member] | ||||
2009 Stock Option Plan | ||||
Fair values of stock options granted (in dollars per share) | $ / shares | $ 7.51 | |||
Compensation expense for stock options | ||||
Forfeiture rates (as a percent) | 38.30% | 38.30% | 38.30% | 38.30% |
Maximum | 2009 Stock Option Plan | ||||
Assumptions used in determining the fair value of the stock options granted | ||||
Expected volatility (as a percent) | 39.60% | 41.10% | ||
Range of risk free interest rate (as a percent) | 2.20% | 1.50% | ||
Expected option term (in years) | 8 years 6 months | 8 years 6 months | ||
Annual dividend yield (as a percent) | 0.90% | |||
Maximum | 2009 Stock Option Plan | Executives | ||||
Compensation expense for stock options | ||||
Forfeiture rates (as a percent) | 22.60% | 22.60% | 22.60% | 22.60% |
Maximum | 2009 Stock Option Plan | Employee [Member] | ||||
2009 Stock Option Plan | ||||
Fair values of stock options granted (in dollars per share) | $ / shares | $ 11.65 | |||
Compensation expense for stock options | ||||
Forfeiture rates (as a percent) | 41.10% | 41.10% | 41.10% | 41.10% |
Stockholders' Equity - Range Of
Stockholders' Equity - Range Of Exercise Prices (Details) - 2009 Stock Option Plan $ / shares in Units, $ in Thousands | 6 Months Ended |
May 31, 2017USD ($)$ / sharesshares | |
2009 Stock Option Plan | |
Outstanding at ending of the year (in shares) | shares | 334,012 |
Weighted Avg. Exercise Price (in dollars per share) | $ 29.22 |
Weighted Avg. Remaining Contractual Life | 5 years 3 months 18 days |
Total Intrinsic Value | $ | $ 813 |
$23.00-$28.00 | |
2009 Stock Option Plan | |
Exercise prices, low end of range (in dollars per share) | $ 23 |
Exercise prices, high end of range (in dollars per share) | $ 28 |
Outstanding at ending of the year (in shares) | shares | 124,793 |
Weighted Avg. Exercise Price (in dollars per share) | $ 26.67 |
Weighted Avg. Remaining Contractual Life | 8 years 4 months 24 days |
Total Intrinsic Value | $ | $ 552 |
$28.00-$32.00 | |
2009 Stock Option Plan | |
Exercise prices, low end of range (in dollars per share) | $ 28 |
Exercise prices, high end of range (in dollars per share) | $ 32 |
Outstanding at ending of the year (in shares) | shares | 128,248 |
Weighted Avg. Exercise Price (in dollars per share) | $ 29.07 |
Weighted Avg. Remaining Contractual Life | 4 years 7 months 6 days |
Total Intrinsic Value | $ | $ 261 |
$32.00-$39.00 | |
2009 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) | shares | 80,971 |
Weighted Avg. Exercise Price (in dollars per share) | $ 33.40 |
Weighted Avg. Remaining Contractual Life | 1 year 4 months 24 days |
Stockholders' Equity - Accumula
Stockholders' Equity - Accumulated Other Comprehensive Income Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
May 31, 2017 | May 31, 2016 | May 31, 2017 | May 31, 2016 | |
Change in accumulated other comprehensive loss, net of tax | ||||
Balance at beginning of period | $ 90,803 | $ 94,809 | ||
Other comprehensive (loss) income before reclassifications | $ (764) | $ (57) | (433) | (1,454) |
Total reclassifications included in net income (loss) | (218) | (214) | (427) | (427) |
Total other comprehensive (loss) income, net of tax | (546) | 157 | (6) | (1,027) |
Balance at end of period | 93,281 | 91,231 | 93,281 | 91,231 |
Accumulated Other Comprehensive Loss | ||||
Change in accumulated other comprehensive loss, net of tax | ||||
Balance at beginning of period | (1,049) | (1,085) | ||
Other comprehensive (loss) income before reclassifications | (433) | (1,454) | ||
Total reclassifications included in net income (loss) | (427) | (427) | ||
Total other comprehensive (loss) income, net of tax | (546) | 157 | (6) | (1,027) |
Balance at end of period | (1,055) | (2,112) | (1,055) | (2,112) |
Unrealized Gain (Loss) on Cash Flow Hedges | ||||
Change in accumulated other comprehensive loss, net of tax | ||||
Balance at beginning of period | (1,062) | (1,744) | ||
Other comprehensive (loss) income before reclassifications | (829) | 26 | (625) | (1,115) |
Total reclassifications included in net income (loss) | (427) | (427) | ||
Total other comprehensive (loss) income, net of tax | (198) | (688) | ||
Balance at end of period | (1,260) | (2,432) | (1,260) | (2,432) |
Unrealized Gain (Loss) on Investment in Centaur Media | ||||
Change in accumulated other comprehensive loss, net of tax | ||||
Balance at beginning of period | 13 | 659 | ||
Other comprehensive (loss) income before reclassifications | 192 | (339) | ||
Total other comprehensive (loss) income, net of tax | 192 | (339) | ||
Balance at end of period | $ 205 | $ 320 | $ 205 | $ 320 |
Stockholders' Equity - AOCI T2
Stockholders' Equity - AOCI T2 rows (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
May 31, 2017 | May 31, 2016 | May 31, 2017 | May 31, 2016 | |
Accumulated other comprehensive loss | ||||
Reclassifications, before tax | $ 342 | $ 339 | $ 681 | $ 677 |
Reclassifications, tax (expense) benefit | (124) | (125) | (254) | (250) |
Reclassifications, net of tax | 218 | 214 | 427 | 427 |
Other changes, before reclassifications, before tax | (1,197) | (85) | (670) | (2,290) |
Other changes, before reclassifications, tax (expense) benefit | 433 | 28 | 237 | 836 |
Total other changes before reclassifications, net of tax | (764) | (57) | (433) | (1,454) |
Total other comprehensive (loss) income, net of tax | (546) | 157 | (6) | (1,027) |
Interest Expense [Member] | ||||
Accumulated other comprehensive loss | ||||
Reclassifications, before tax | (681) | (677) | ||
Reclassifications, tax (expense) benefit | 254 | 250 | ||
Reclassifications, net of tax | (427) | (427) | ||
Accumulated Other Comprehensive Loss | ||||
Accumulated other comprehensive loss | ||||
Reclassifications, net of tax | 427 | 427 | ||
Total other changes before reclassifications, net of tax | (433) | (1,454) | ||
Total other comprehensive (loss) income, before tax | (855) | 254 | 11 | (1,613) |
Total other comprehensive income (loss), tax | 309 | (97) | (17) | 586 |
Total other comprehensive (loss) income, net of tax | (546) | 157 | (6) | (1,027) |
Mark-to-market foreign currency adjustment | ||||
Accumulated other comprehensive loss | ||||
Other changes, before reclassifications, before tax | 48 | 55 | 36 | (73) |
Other changes, before reclassifications, tax (expense) benefit | (16) | (19) | (12) | 26 |
Total other changes before reclassifications, net of tax | 32 | 36 | 24 | (47) |
Mark-to-market fair value adjustment | ||||
Accumulated other comprehensive loss | ||||
Other changes, before reclassifications, before tax | 52 | (183) | 259 | (448) |
Other changes, before reclassifications, tax (expense) benefit | (19) | 64 | (91) | 156 |
Total other changes before reclassifications, net of tax | 33 | (119) | 168 | (292) |
Unrealized Gain (Loss) on Cash Flow Hedges | ||||
Accumulated other comprehensive loss | ||||
Reclassifications, net of tax | 427 | 427 | ||
Other changes, before reclassifications, before tax | (1,297) | 43 | (965) | (1,769) |
Other changes, before reclassifications, tax (expense) benefit | 468 | (17) | 340 | 654 |
Total other changes before reclassifications, net of tax | (829) | 26 | (625) | (1,115) |
Total other comprehensive (loss) income, net of tax | $ (198) | $ (688) | ||
Unrealized Gain (Loss) on Cash Flow Hedges | Interest Expense [Member] | ||||
Accumulated other comprehensive loss | ||||
Reclassifications, before tax | 342 | 339 | ||
Reclassifications, tax (expense) benefit | 124 | 125 | ||
Reclassifications, net of tax | $ 218 | $ 214 |
Stockholders' Equity - Stock Re
Stockholders' Equity - Stock Repurchases, Cash Dividend (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Feb. 28, 2017 | Feb. 29, 2016 | May 31, 2017 | May 31, 2016 | Nov. 30, 2016 | May 11, 2016 | |
Stock Repurchases | ||||||
Stock repurchased | $ 1,474 | $ 1,951 | ||||
Cash Dividend | ||||||
Cash dividend paid | $ 1,514 | $ 1,546 | $ 1,514 | $ 1,546 | ||
Cash dividends declared (in dollars per share) | $ 0 | $ 0 | ||||
Stock Repurchases | ||||||
Stock Repurchases | ||||||
Stock repurchase program, authorized amount | $ 5,000 | |||||
Stock repurchased (in shares) | 47,173 | 152,173 | ||||
Stock repurchased | $ 1,474 | $ 4,828 |
Supplemental Financial Statem34
Supplemental Financial Statement Information - AFS Securities (Details) - USD ($) $ in Thousands | Jun. 09, 2017 | May 31, 2017 | Feb. 28, 2017 | Nov. 30, 2016 | Feb. 29, 2016 |
Available for Sale Securities | |||||
Shares of common stock held in Centaur Media | 1,952,462 | ||||
Shares of Centaur Media common stock sold | 0 | 0 | |||
Investment in Centaur Media | |||||
Fair value | $ 1,272 | $ 977 | |||
Cost | 1,014 | 1,014 | |||
Unrealized (loss) | $ (37) | ||||
Unrealized gain | $ 258 | ||||
Subsequent events | |||||
Available for Sale Securities | |||||
Shares of Centaur Media common stock sold | 1,800,823 | ||||
Proceeds from sale of shares | $ 1,120 | ||||
Gain on sale of common stock in Centaur Media plc | $ 234 |
Supplemental Financial Statem35
Supplemental Financial Statement Information - Other And Intangible Assets (Details) - USD ($) $ in Thousands | May 31, 2017 | Nov. 30, 2016 |
Other Assets | ||
Deferred rent receivable | $ 4,881 | $ 4,474 |
Deferred leasing costs | 4,817 | 4,746 |
Lease receivables from tenants | 1,661 | 369 |
Available for sale securities | 1,272 | 977 |
Mortgage escrows | 1,116 | 717 |
Deposits and other expenditures related to potential real estate acquisitions | 927 | 497 |
Prepaid expenses | 754 | 2,333 |
Property and equipment, net | 311 | 280 |
Intangible assets, net | 233 | 247 |
Interest rate swap asset | 129 | 207 |
Deferred financing costs related to Webster Credit Line | 82 | 117 |
Other | 179 | 199 |
Total other assets | $ 16,362 | $ 15,163 |
Supplemental Financial Statem36
Supplemental Financial Statement Information - Liabilities (Details) - USD ($) $ in Thousands | May 31, 2017 | Nov. 30, 2016 |
Accounts Payable and Accrued Liabilities | ||
Accrued construction costs and retainage | $ 809 | $ 1,252 |
Accrued interest payable | 461 | 390 |
Accrued salaries, wages and other compensation | 345 | 725 |
Trade payables | 277 | 573 |
Accrued lease commissions | 269 | 487 |
Other | 395 | 713 |
Total accounts payable and accrued liabilities | 2,556 | 4,140 |
Other Liabilities | ||
Deferred compensation plan | 4,737 | 4,334 |
Interest rate swaps | 2,098 | 1,892 |
Prepaid rent from tenants | 1,172 | 938 |
Security deposits of tenants | 533 | 413 |
Conditional asset retirement obligations | 288 | 288 |
Land sale deposit | 155 | |
Other | 79 | 78 |
Total other liabilities | $ 9,062 | $ 7,943 |
Supplemental Financial Statem37
Supplemental Financial Statement Information - Cash flow, etc. (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
May 31, 2017USD ($)a | May 31, 2016USD ($) | May 31, 2017USD ($)a | May 31, 2016USD ($) | |
Supplemental Cash Flow Information | ||||
Cash received on sale of land | $ 3,535 | |||
Number of acres sold | a | 29 | 29 | ||
Increase (decrease) in value of available-for-sale securities: Investment in Centaur Media Plc | $ 295 | $ (521) | ||
Increase (decrease) in accounts payable and accrued liabilities related to additions to real estate assets | (443) | 2,576 | ||
Interest paid | ||||
Interest payments | $ 1,320 | $ 1,125 | $ 2,552 | $ 2,236 |
Income Taxes | ||||
Effective income tax (benefit) rate (as a percent) | 35.70% | (20.20%) |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | Jun. 09, 2017ft² | May 05, 2017USD ($)a | May 04, 2016USD ($)aft² | Jan. 25, 2016USD ($)a | Feb. 28, 2017USD ($) | May 31, 2017USD ($)ft² | Apr. 25, 2017USD ($)a |
Subsequent events | |||||||
Commitments and Contingencies | |||||||
Area Of Building | ft² | 277,000 | ||||||
Agreement to sell | |||||||
Commitments and Contingencies | |||||||
Purchase obligations | $ 7,700 | ||||||
Purchase Option Term | 3 months | ||||||
Agreement Term of Extension | 3 years | ||||||
Agreement Extension Fee | $ 80 | ||||||
Number of acres | a | 280 | ||||||
Obligations For Investments In Real Estate Assets [Member] | |||||||
Commitments and Contingencies | |||||||
Purchase obligations | $ 7,026 | ||||||
Area Of Building | ft² | 137,000 | ||||||
Upper Macungie Township Lehigh County PA Site [Member] | Obligations For Investments In Real Estate Assets [Member] | |||||||
Commitments and Contingencies | |||||||
Purchase obligations | $ 1,800 | ||||||
Number of acres | a | 14 | ||||||
Area Of Building | ft² | 134,000 | ||||||
Southwick Ma Site [Member] | Obligations For Investments In Real Estate Assets [Member] | |||||||
Commitments and Contingencies | |||||||
Purchase obligations | $ 2,100 | ||||||
Number of acres | a | 76 | ||||||
East Granby And Windsor Ct Site [Member] | Agreement to sell | |||||||
Commitments and Contingencies | |||||||
Purchase Option Term | 3 months | ||||||
Number of acres to be sold | a | 288 | ||||||
Sale price | $ 7,800 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Thousands | Jun. 09, 2017ft²shares | Mar. 29, 2017ft² | May 31, 2017USD ($) | May 31, 2016USD ($) | May 31, 2017USD ($) | May 31, 2016USD ($) | Jun. 01, 2017ft² | Feb. 28, 2017shares | Feb. 29, 2016shares |
Subsequent events | |||||||||
Shares of Centaur Media common stock sold | shares | 0 | 0 | |||||||
Rental revenue | $ | $ 7,332 | $ 6,802 | $ 14,311 | $ 13,484 | |||||
Tenant bankruptcy | |||||||||
Subsequent events | |||||||||
Area Of Building | 100,000 | ||||||||
Rental revenue | $ | $ 300 | ||||||||
Subsequent events | |||||||||
Subsequent events | |||||||||
Area Of Building | 277,000 | ||||||||
Shares of Centaur Media common stock sold | shares | 1,800,823 | ||||||||
Subsequent events | Tenant bankruptcy | |||||||||
Subsequent events | |||||||||
Area of leased space | 52,000 |