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, 2018 May 31, 2017 May 31, 2018 May 31, 2017 Net income (loss) $ 331 $ 4,727 $ (1,392) $ 3,788 Weighted average shares outstanding for computation of basic per share results 5,006,000 5,003,000 Incremental shares from assumed exercise of Griffin stock options (a) 57,000 22,000 — 23,000 Adjusted weighted average shares for computation of diluted per share results 5,063,000 5,023,000 5,003,000 5,043,000 (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 2018 six month period would have been 53,000. Universal Shelf Filing/At-the-Market Equity Offering Program On April 11, 2018, Griffin filed a universal shelf registration statement on Form S-3 (the “Universal Shelf”) with the SEC. Under the Universal Shelf, Griffin may offer and sell up to $50,000 of a variety of securities including common stock, preferred stock, warrants, depositary shares, debt securities, units or any combination of such securities during the three year period that commenced upon the Universal Shelf becoming effective on April 25, 2018. Under the Universal Shelf, Griffin may periodically offer one or more types of securities in amounts, at prices and on terms announced, if and when the securities are ever offered. On May 10, 2018, Griffin filed a prospectus supplement with the SEC under which it may issue and sell, from time to time, up to an aggregate of $30,000 of its common stock (“Common Stock”) under an “at-the-market” equity offering program (the “ATM Program”) through Robert W. Baird & Co. Incorporated (“Baird”), as sales agent. Under a sales agreement with Baird, Griffin will set the parameters for the sales of its Common Stock under the ATM Program, including the number of shares to be issued, the time period during which sales are requested to be made, limitations on the number of shares that may be sold in any one trading day and any minimum price below which sales of shares may not be made. Sales of Common Stock, if any, under the ATM Program would be made in offerings as defined in Rule 415 of the Securities Act of 1933, as amended. In addition, with the prior consent of Griffin, Baird may also sell shares in privately negotiated transactions. Griffin expects to use net proceeds, if any, from the ATM Program over time for acquisitions of target properties consistent with Griffin’s investment strategies, repayment of debt and general corporate purposes. If Griffin obtains additional capital by issuing equity, the interests of its existing stockholders will be diluted. If Griffin incurs additional indebtedness, that indebtedness may impose financial and other covenants that may significantly restrict Griffin’s operations. Griffin currently does not expect to issue Common Stock under the ATM Program or issue other securities under the Universal Shelf in the near term. 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 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, 2018 may be exercised as stock appreciation rights. The following options were granted by Griffin under the 2009 Stock Option Plan to Griffin directors and employees: For the Six Months Ended May 31, 2018 May 31, 2017 Fair Value per Fair Value per Number of Option at Number of Option at Shares Grant Date Shares Grant Date Non-employee directors 5,195 $ 14.41 6,570 $ 13.49 Employees - $ - 5,000 $ 11.13 5,195 11,570 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 were as follows: For the Six Months Ended May 31, 2018 May 31, 2017 Expected volatility 30.5 % 32.7 to 39.6 % Risk free interest rates 3.0 % 2.1 to 2.2 % Expected option term (in years) 8.5 7.5 to 8.5 Annual dividend yield 1.1 % 0.8 to 0.9 % Number of option holders at May 31, 2018 29 Compensation expense and related tax benefits for stock options were as follows: For the Three Months Ended For the Six Months Ended May 31, 2018 May 31, 2017 May 31, 2018 May 31, 2017 Compensation expense $ 88 $ 88 $ 178 $ 170 Related tax benefit $ 13 $ 20 $ 26 $ 40 For all periods presented, the forfeiture rate for directors was 0%, the forfeiture rate for executives was 17.9% and the forfeiture rate for employees was 38.3%. The rates utilized were based on the historical activity of the grantees. As of May 31, 2018, the unrecognized compensation expense related to nonvested stock options that will be recognized during future periods is as follows: Balance of Fiscal 2018 $ 181 Fiscal 2019 $ 270 Fiscal 2020 $ 128 Fiscal 2021 $ 34 A summary of the activity under the 2009 Griffin Stock Option Plan is as follows: For the Six Months Ended May 31, 2018 May 31, 2017 Weighted Weighted Avg. Avg. Number of Exercise Number of Exercise Shares Price Shares Price Outstanding at beginning of period 333,762 $ 29.22 324,546 $ 29.23 Granted 5,195 $ 38.48 11,570 $ 30.59 Exercised (36,823) $ 32.81 — $ — Forfeited (20,279) $ 33.78 (2,104) $ 38.00 Outstanding at end of period 281,855 $ 28.60 334,012 $ 29.22 Weighted Avg. Remaining Range of Exercise Prices for Outstanding at Weighted Avg. Contractual Life Total Intrinsic Vested and Nonvested Options May 31, 2018 Exercise Price (in years) Value $23.00 - $28.00 123,793 $ 26.67 7.4 $ 1,817 $28.00 - $32.00 124,248 $ 29.08 3.6 1,524 $32.00 - $39.00 33,814 $ 33.91 2.3 251 281,855 $ 28.60 5.1 $ 3,592 Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss), net of tax, is comprised of the following: For the Six Months Ended May 31, 2018 Unrealized gain Unrealized gain on on investment in cash flow hedges Centaur Media Total Balance November 30, 2017 $ (284) $ — $ (284) Other comprehensive income before reclassifications 1,956 — 1,956 Amounts reclassified 338 — 338 Adoption of ASU 2018-02 - reclassification to retained earnings (36) — (36) Net activity for other comprehensive income 2,258 — 2,258 Balance May 31, 2018 $ 1,974 $ — $ 1,974 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 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) The components of other comprehensive income are as follows: For the Three Months Ended May 31, 2018 May 31, 2017 Tax Tax (Expense) Net-of (Expense) Net-of Pre-Tax Benefit Tax Pre-Tax Benefit Tax Reclassification included in net income: Loss on cash flow hedges (interest expense) $ 187 $ (41) $ 146 $ 342 $ (124) $ 218 Increase (decrease) in fair value adjustments on Griffin’s cash flow hedges 9 (2) 7 (1,297) 468 (829) Mark to market adjustment on Centaur Media for an increase in the foreign currency exchange rate — — — 48 (16) 32 Mark to market adjustment on Centaur Media for an increase in fair value — — — 52 (19) 33 Total change in other comprehensive income (loss) 9 (2) 7 (1,197) 433 (764) Other comprehensive income (loss) $ 196 $ (43) $ 153 $ (855) $ 309 $ (546) For the Six Months Ended May 31, 2018 May 31, 2017 Tax Tax (Expense) Net-of (Expense) Net-of Pre-Tax Benefit Tax Pre-Tax Benefit Tax Reclassification included in net (loss) income: Loss on cash flow hedges (interest expense) $ 431 $ (93) $ 338 $ 681 $ (254) $ 427 Increase (decrease) in fair value adjustments on Griffin’s cash flow hedges 2,511 (555) 1,956 (965) 340 (625) Mark to market adjustment on Centaur Media for an increase in the foreign currency exchange rate — — — 36 (12) 24 Mark to market adjustment on Centaur Media for an increase in fair value — — — 259 (91) 168 Total change in other comprehensive income (loss) 2,511 (555) 1,956 (670) 237 (433) Other comprehensive income (loss) $ 2,942 $ (648) $ 2,294 $ 11 $ (17) $ (6) Stock Repurchases In fiscal 2016, Griffin’s Board of Directors authorized a stock repurchase program whereby 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 $1,474. Under this repurchase program, Griffin repurchased a total of 152,173 shares of its Common Stock for $4,828. See Supplemental Cash Flow Information in Note 9 for information on Common Stock received in connection with the exercise of stock options. Cash Dividend Griffin did not declare a cash dividend in the 2018 or 2017 six month periods. During the 2018 first quarter, Griffin paid $2,000 for the cash dividend declared in the 2017 fourth quarter. During the 2017 first quarter, Griffin paid $1,514 for the cash dividend declared in the 2016 fourth quarter. |