Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Aug. 31, 2020 | Oct. 06, 2020 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Aug. 31, 2020 | |
Entity File Number | 1-12879 | |
Entity Registrant Name | GRIFFIN INDUSTRIAL REALTY, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 06-0868496 | |
Entity Address, Address Line One | 641 Lexington Avenue | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10022 | |
City Area Code | 212 | |
Local Phone Number | 218-7910 | |
Title of 12(b) Security | Common Stock, $0.01 par value per share | |
Trading Symbol | GRIF | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Security Exchange Name | NASDAQ | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 5,657,302 | |
Current Fiscal Year End Date | --11-30 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001037390 | |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Aug. 31, 2020 | Nov. 30, 2019 |
ASSETS | ||
Real estate assets at cost, net | $ 247,311 | $ 238,614 |
Cash and cash equivalents | 27,767 | 5,874 |
Real estate assets held for sale | 6,920 | 2,137 |
Deferred income taxes | 5,022 | 3,281 |
Short-term investments | 1,011 | |
Other assets | 23,109 | 17,578 |
Total assets | 310,129 | 268,495 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Mortgage loans, net of debt issuance costs | 162,211 | 142,575 |
Deferred revenue | 11,538 | 10,918 |
Revolving lines of credit | 5,875 | |
Accounts payable and accrued liabilities | 4,108 | 4,318 |
Dividend payable | 2,538 | |
Other liabilities | 24,248 | 11,509 |
Total liabilities | 202,105 | 177,733 |
Commitments and Contingencies (Note 10) | ||
Stockholders' Equity | ||
Common stock, par value $0.01 per share, 10,000,000 shares authorized, 6,270,826 and 5,668,043 shares issued, respectively, and 5,657,302 and 5,075,120 shares outstanding, respectively | 62 | 57 |
Additional paid-in capital | 137,967 | 113,256 |
(Deficit) retained earnings | (735) | 919 |
Accumulated other comprehensive loss, net of tax | (7,862) | (3,141) |
Treasury stock, at cost, 613,524 and 592,923 shares, respectively | (21,408) | (20,329) |
Total stockholders' equity | 108,024 | 90,762 |
Total liabilities and stockholders' equity | $ 310,129 | $ 268,495 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Aug. 31, 2020 | Nov. 30, 2019 |
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 | 6,270,826 | 5,668,043 |
Common stock, shares outstanding | 5,657,302 | 5,075,120 |
Treasury stock, shares | 613,524 | 592,923 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | |
Consolidated Statements of Operations | ||||
Rental revenue | $ 9,575 | $ 8,600 | $ 27,703 | $ 25,458 |
Revenue from property sales | 288 | 302 | 1,139 | 9,828 |
Total revenue | 9,863 | 8,902 | 28,842 | 35,286 |
Operating expenses of rental properties | 2,595 | 2,483 | 7,921 | 7,567 |
Depreciation and amortization expense | 3,594 | 2,925 | 10,188 | 8,806 |
General and administrative expenses | 2,290 | 1,668 | 6,785 | 5,567 |
Costs related to property sales | 129 | 176 | 314 | 1,999 |
Total expenses | 8,608 | 7,252 | 25,208 | 23,939 |
Gain on insurance recovery | 126 | |||
Operating income | 1,255 | 1,650 | 3,634 | 11,473 |
Interest expense | (1,776) | (1,508) | (5,467) | (4,776) |
Change in fair value of financial instruments | (414) | (414) | ||
Investment income | 3 | 61 | 31 | 242 |
(Loss) income before income tax benefit (provision) | (932) | 203 | (2,216) | 6,939 |
Income tax benefit (provision) | (291) | (814) | (562) | 689 |
Net (loss) income | $ (641) | $ 1,017 | $ (1,654) | $ 6,250 |
Basic net (loss) income per common share | ||||
Basic net (loss) income per common share | $ (0.12) | $ 0.20 | $ (0.32) | $ 1.23 |
Diluted net (loss) income per common share | ||||
Diluted net (loss) income per common share | $ (0.12) | $ 0.20 | $ (0.32) | $ 1.23 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | |
Consolidated Statements of Comprehensive Income (Loss) | ||||
Net (loss) income | $ (641) | $ 1,017 | $ (1,654) | $ 6,250 |
Other comprehensive loss, net of tax: | ||||
Reclassifications included in net (loss) income | 400 | 6 | 739 | 74 |
Unrealized loss on cash flow hedges | (196) | (2,645) | (5,460) | (6,899) |
Total other comprehensive income (loss), net of tax | 204 | (2,639) | (4,721) | (6,825) |
Total comprehensive loss | $ (437) | $ (1,622) | $ (6,375) | $ (575) |
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 Income (Loss) | Treasury Stock | Total |
Balance at beginning of period at Nov. 30, 2018 | $ 56 | $ 112,071 | $ (211) | $ 2,395 | $ (19,483) | $ 94,828 |
Balance (in shares) at Nov. 30, 2018 | 5,635,706 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Stock-based compensation expense | 205 | 205 | ||||
Exercise of stock options, including shares tendered related to stock options exercised and tax withholdings | $ 1 | 856 | (846) | 11 | ||
Exercise of stock options, including shares tendered related to stock options exercised and tax withholdings (in shares) | 29,838 | |||||
Net (loss) income | 6,250 | 6,250 | ||||
Total other comprehensive loss, net of tax | (6,825) | (6,825) | ||||
Balance at end of period at Aug. 31, 2019 | $ 57 | 113,132 | 6,039 | (4,430) | (20,329) | 94,469 |
Balance (in shares) at Aug. 31, 2019 | 5,665,544 | |||||
Balance at beginning of period at May. 31, 2019 | $ 57 | 113,111 | 5,022 | (1,791) | (20,329) | 96,070 |
Balance (in shares) at May. 31, 2019 | 5,665,544 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Stock-based compensation expense | 21 | 21 | ||||
Net (loss) income | 1,017 | 1,017 | ||||
Total other comprehensive loss, net of tax | (2,639) | (2,639) | ||||
Balance at end of period at Aug. 31, 2019 | $ 57 | 113,132 | 6,039 | (4,430) | (20,329) | 94,469 |
Balance (in shares) at Aug. 31, 2019 | 5,665,544 | |||||
Balance at beginning of period at Nov. 30, 2019 | $ 57 | 113,256 | 919 | (3,141) | (20,329) | 90,762 |
Balance (in shares) at Nov. 30, 2019 | 5,668,043 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Stock-based compensation expense | 385 | 385 | ||||
Exercise of stock options, including shares tendered related to stock options exercised and tax withholdings | 1,289 | (1,079) | 210 | |||
Exercise of stock options, including shares tendered related to stock options exercised and tax withholdings (in shares) | 44,900 | |||||
Sale of Common stock | $ 5 | 23,037 | 23,042 | |||
Sale of common stock | 557,883 | |||||
Net (loss) income | (1,654) | (1,654) | ||||
Total other comprehensive loss, net of tax | (4,721) | (4,721) | ||||
Balance at end of period at Aug. 31, 2020 | $ 62 | 137,967 | (735) | (7,862) | (21,408) | 108,024 |
Balance (in shares) at Aug. 31, 2020 | 6,270,826 | |||||
Balance at beginning of period at May. 31, 2020 | $ 57 | 116,096 | (94) | (8,066) | (20,329) | 87,664 |
Balance (in shares) at May. 31, 2020 | 5,724,070 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Stock-based compensation expense | 125 | 125 | ||||
Exercise of stock options, including shares tendered related to stock options exercised and tax withholdings | 1,209 | (1,079) | 130 | |||
Exercise of stock options, including shares tendered related to stock options exercised and tax withholdings (in shares) | 42,166 | |||||
Sale of Common stock | $ 5 | 20,537 | 20,542 | |||
Sale of common stock | 504,590 | |||||
Net (loss) income | (641) | (641) | ||||
Total other comprehensive loss, net of tax | 204 | 204 | ||||
Balance at end of period at Aug. 31, 2020 | $ 62 | $ 137,967 | $ (735) | $ (7,862) | $ (21,408) | $ 108,024 |
Balance (in shares) at Aug. 31, 2020 | 6,270,826 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Aug. 31, 2020 | Aug. 31, 2019 | |
Operating activities: | ||
Net (loss) income | $ (1,654) | $ 6,250 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization | 10,188 | 8,806 |
Noncash rental revenue including straight-line rents | (1,798) | (1,329) |
Gain on sales of properties | (825) | (7,829) |
Deferred income taxes | (562) | 689 |
Change in fair value of financial instruments | 414 | |
Stock-based compensation expense | 385 | 205 |
Amortization of debt issuance costs | 321 | 211 |
Other | (182) | |
Changes in assets and liabilities: | ||
Other assets | (3,525) | (2,405) |
Accounts payable and accrued liabilities | 953 | (355) |
Deferred revenue | 1,847 | 2,409 |
Other liabilities | (1,423) | 213 |
Net cash provided by operating activities | 4,321 | 6,683 |
Investing activities: | ||
Acquisitions of land and buildings | (13,670) | |
Additions to real estate assets | (10,172) | (21,805) |
Deferred leasing costs and other | (1,212) | (462) |
Proceeds from sales of properties, net of expenses | 1,094 | 9,475 |
Changes in short-term investments, net | 1,011 | 7,989 |
Proceeds from sales of properties deposited in escrow | (2,217) | |
Net cash used in investing activities | (22,949) | (7,020) |
Financing activities: | ||
Proceeds from sale of common stock | 27,281 | |
Proceeds from mortgage loans | 26,600 | 1,265 |
Principal payments on mortgage loans | (6,650) | (2,896) |
Net repayments on revolving lines of credit | (5,875) | |
Dividends paid to stockholders | (2,538) | (2,279) |
Proceeds from sale of warrants | 2,018 | |
Payment of debt issuance costs | (525) | (33) |
Proceeds from exercise of stock options | 210 | 98 |
Net cash provided by (used in) financing activities | 40,521 | (3,845) |
Net increase (decrease) in cash and cash equivalents | 21,893 | (4,182) |
Cash and cash equivalents at beginning of period | 5,874 | 8,592 |
Cash and cash equivalents at end of period | $ 27,767 | $ 4,410 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Aug. 31, 2020 | |
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, acquiring, managing and leasing industrial/warehouse properties. Griffin seeks to add to its industrial/warehouse property portfolio through the acquisition and development of land or the purchase of buildings in select markets targeted by Griffin. Griffin also owns several office/flex properties and undeveloped land. Periodically, Griffin may sell certain of its real estate assets that it has owned for an extended time and the use of which is not consistent with Griffin's core development and leasing strategy. Griffin’s consolidated financial statements reflect its accounts and its consolidated subsidiaries. Griffin consolidates the subsidiaries it controls through (i) voting rights or similar rights or (ii) by means other than voting rights if Griffin is the primary beneficiary of a variable interest entity (“VIE”). There have been no VIEs in which Griffin is not a primary beneficiary. Griffin may acquire property using a reverse like-kind exchange structure (a “Reverse 1031 Like-Kind Exchange”) under Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), to defer taxable gains on the subsequent sale of real estate property. As such, the acquired property (the “Parked Property”) is in the possession of a qualified intermediary engaged to execute the Reverse 1031 Like-Kind Exchange until the subsequent sale transaction and the Reverse 1031 Like-Kind Exchange are completed. Griffin retains essentially all of the legal and economic benefits and obligations related to the Parked Property prior to the completion of the Reverse 1031 Like-Kind Exchange. As such, a Parked Property is included in Griffin’s consolidated financial statements as a consolidated VIE until legal title is transferred to Griffin upon completion of the Reverse 1031 Like-Kind Exchange. 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, 2019 (“fiscal 2019”) included in Griffin’s Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (the “SEC”) on February 13, 2020. 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, 2019 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 and the valuation of derivative financial instruments. 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. Griffin considers all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents. At August 31, 2020 and November 30, 2019, $27,561 and $4,299, respectively, of the cash and cash equivalents included on Griffin’s consolidated balance sheets were held in cash equivalents. Griffin’s short-term investments at November 30, 2019 were comprised of repurchase agreements with Webster Bank, N.A. (“Webster Bank”) that were collateralized with securities issued by the United States Government or its sponsored agencies and were accounted for as held-to-maturity securities under FASB ASC 320, “Investments – Debt and Equity Securities” (“ASC 320”). The repurchase agreements were carried at their resell amounts, which approximated fair value due to their short-term nature. As of August 31, 2020, Griffin did not have any short-term investments. As of August 31, 2020, Griffin was a party to thirteen interest rate swap agreements to hedge its interest rate exposures. Griffin does not use derivatives for speculative purposes. Griffin applies FASB ASC 815-10, “Derivatives and Hedging,” (“ASC 815-10”) as amended, which establishes accounting and reporting standards for derivative instruments and hedging activities. ASC 815-10 requires Griffin to recognize all derivatives as either assets or liabilities on its consolidated balance sheet and measure those instruments at fair value. The changes in the fair values of the interest rate swap agreements are 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 benchmark interest rates. The changes in the fair values of Griffin’s interest rate swap agreements are recorded as components of Accumulated Other Comprehensive Income (Loss) (“AOCI”) in stockholders’ equity to the extent they are effective. Any ineffective portions of the changes in the fair values of these instruments would be recorded as interest expense or interest income. Pursuant to a Securities Purchase Agreement (the “Securities Purchase Agreement”) dated as of August 24, 2020, between Griffin and CM Change Industrial LP (“Cambiar”), an investment entity managed by Cambiar Management LLC, Griffin, among other things, issued a Warrant (as defined below) to Cambiar to acquire 504,590 shares of Griffin’s common stock, par value $0.01 per share (the “Common Stock”) (as exercised, collectively, the “Warrant Shares”) as part of a private placement of Common Stock to raise capital (see note 2). Griffin applied ASC 815-10 to the Warrant and it is being classified as a derivative liability on Griffin’s consolidated balance sheet. The Warrant was initially recorded at its fair value and will be reported at fair value at each subsequent reporting date. Changes in the fair value of the Warrant are included in change in fair value of financial instruments on Griffin’s consolidated statement of operations. The results of operations for the three months ended August 31, 2020 (the “2020 third quarter”) and the nine months ended August 31, 2020 (the “2020 nine month period”) are not necessarily indicative of the results to be expected for the full year. The three months and nine months ended August 31, 2019 are referred to herein as the “2019 third quarter” and “2019 nine month period,” respectively. Certain amounts from the 2019 nine month period have been reclassified to conform to the current fiscal period’s presentation. COVID-19 During and subsequent to the 2020 nine month period, the world has been impacted by the spread of the coronavirus (COVID-19), which has created significant economic uncertainty and volatility. The full extent to which the coronavirus pandemic impacts Griffin’s business, operations, liquidity and financial results will depend on numerous evolving factors that Griffin is not able to predict at this time, including: the duration and scope of the pandemic; governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic; the impact on economic activity from the pandemic and actions taken in response; the effect on Griffin’s tenants and their businesses; the ability of tenants to make their rental payments; any closures of tenants’ facilities; the ability of existing or prospective tenants to evaluate or enter into leases; and Griffin’s ability to complete property sales. Any of these events could materially adversely impact Griffin’s business, financial condition, results of operations or stock price. During the 2020 third quarter, COVID-19 did not have a material impact on Griffin’s rent collections. Griffin collected 99.9% of rent during each month in the 2020 third quarter, inclusive of rent relief. Griffin entered into agreements with two tenants that granted rent relief aggregating approximately 0.5% of Griffin’s anticipated total annual rental revenue for the fiscal year ending November 30, 2020. The much larger of these two tenants is a subsidiary of a Fortune 500 company and the rent relief was granted as part of an early 5-year renewal of that tenant’s lease that was executed subsequent to August 31, 2020. Griffin did not receive any new requests for rent relief from April 30, 2020 through the end of the 2020 third quarter, and none of the requests received prior to April 30, 2020 remain outstanding. Subsequent to the end of the 2020 third quarter, one tenant that leases approximately 59,000 square feet in one of Griffin’s industrial/warehouse buildings in Connecticut requested rent relief under its lease that expires on December 31, 2020. The tenant has paid all rent through September 30, 2020, however, as of the date of this filing, Griffin has not determined if it will grant any rent relief in connection with such request. The lease for approximately 59,000 square feet will not be renewed, as Griffin previously entered into a lease agreement with the adjoining tenant in the same building, whereby the adjoining tenant has agreed to expand into that space after December 31, 2020. Recent Accounting Pronouncements Adopted In February 2016, the FASB issued Accounting Standards Update (“ASU” or “Update”) 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 ASU No. 2016-02 is largely unchanged from that applied under current U.S. GAAP. Leases are either classified as finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU No. 2016-02 also requires significant additional disclosures about the amount, timing and uncertainty of cash flows from leases. In July 2018, the FASB issued ASU No. 2018-10, “Codification Improvements to Topic 842, Leases,” which provides narrow amendments to clarify how to apply certain aspects of the new lease standard and ASU No. 2018-11, “Leases (Topic 842): Targeted Improvements,” which provides an alternative transition method that permits an entity to use the effective date of ASU No. 2016-02 as the date of initial application through the recognition of a cumulative effect adjustment to the opening balance of retained earnings upon adoption. An entity’s reporting for the comparative periods presented in the financial statements in which it adopts the new lease standard will continue to be in accordance with current U.S. GAAP under FASB ASC Topic 840, “Leases.” In December 2018, the FASB issued ASU No. 2018-20, “Leases (Topic 842): Narrow Scope Improvements for Lessors,” which provides clarification on implementation issues associated with adopting ASU No. 2016-02. In March 2019, the FASB issued ASU No. 2019-01, “Leases (Topic 842): Codification Improvements,” which clarifies the determination of fair value of an underlying asset by lessors that are not manufacturers or dealers, presentation on the statement of cash flows for sales-type and direct financing leases and transition issues related to Topic 250, Accounting Changes and Error Corrections. Griffin used the modified retrospective method upon adoption of ASU No. 2016-02, ASU No. 2018-10, ASU No. 2018-11, ASU No. 2018-20 and ASU No. 2019-01 when they became effective for Griffin on December 1, 2019, and, therefore, Griffin did not restate any comparative periods. Upon adoption, Griffin elected the package of practical expedients permitted under the transition guidance, which permits Griffin to not reassess its prior conclusions about lease identification, lease classification and initial direct costs. Griffin elected to combine the non-lease components of common area maintenance charges with the related lease components. Griffin did not elect the practical expedient to use hindsight in determining the lease term and in assessing impairment of right-of-use assets. Griffin did elect the practical expedient pertaining to land easements that allows an entity to choose to not apply ASC 842 to certain existing land easements at transition. Griffin made an accounting policy election to keep leases with an initial term of twelve months or less off of the balance sheet. Griffin’s leases with its tenants were classified as operating leases under previous guidance and remained operating leases upon the adoption of ASC 842, therefore, as a lessor there was no significant impact upon adoption. As a lessee, Griffin has two operating leases that resulted in the recognition of ROU assets of $858 and lease liabilities of $858 related to Griffin’s executive office in New York City at the time of adoption. The adoption of ASC 842 did not have a material impact on Griffin’s consolidated statements of operations or cash flows. In August 2017, the FASB issued ASU No. 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities,” which is intended to improve the financial reporting for hedging relationships to better represent the economic results of a company’s risk management activities in its financial statements and make certain targeted improvements to simplify the application of the hedge accounting guidance. ASU No. 2017-12 makes more financial and nonfinancial hedging strategies eligible for hedge accounting, amends the presentation and disclosure requirements and changes how entities assess effectiveness. In April 2019, the FASB issued ASU No. 2019-04, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments,” which provides clarification on implementation issues associated with adopting ASU No. 2017-12. ASU No. 2017-12 and ASU No. 2019-04 each became effective for Griffin on December 1, 2019. The application of ASU No. 2017-12 and ASU No. 2019-04 did not have an impact on Griffin’s consolidated financial statements. In June 2018, the FASB issued ASU No. 2018-07, “Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting,” to include share-based payment transactions for acquiring goods and services from nonemployees. ASU No. 2018-07 simplifies the accounting for nonemployee share-based payments by aligning it more closely with the accounting for employee awards. ASU No. 2018-07 became effective for Griffin on December 1, 2019. The application of ASU No. 2018-07 did not have an impact on Griffin’s consolidated financial statements. In October 2018, the FASB issued ASU No. 2018-16, “Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes.” ASU No. 2018-16 permits the use of the Swap OIS Rate (“OIS Rate”) based on the Secured Overnight Financing Rate as a U.S. benchmark interest rate for hedge accounting purposes under Topic 815 in addition to the interest rates on direct Treasury obligations of the U.S. government, the London Interbank Offered Rate (“LIBOR”) and the OIS Rate based on the Federal Funds Effective Rate. The amendments in ASU No. 2018-16 were required to be adopted concurrently with the amendments in ASU No. 2017-12, therefore, ASU No. 2018-16 became effective for Griffin on December 1, 2019. The application of ASU No. 2018-16 did not have an impact on Griffin’s consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement.” ASU No. 2018-13 removes, modifies and adds certain disclosure requirements in FASB ASC 820, “Fair Value Measurement” (“ASC 820”). The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively in the year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. ASU No. 2018-13 will become effective for Griffin in the fiscal year ending November 30, 2021. Early adoption is permitted upon issuance for any removed or modified disclosures. Griffin does not expect the application of ASU No. 2018-13 to have an impact on its consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” ASU No. 2020-04 provides optional expedients and exceptions for applying U.S. GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another rate that is expected to be discontinued. The amendments in ASU No. 2020-04 are effective for all entities as of March 12, 2020 through December 31, 2022. Griffin is currently assessing the impact of ASU No. 2020-04 and the LIBOR transition on its consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40).” ASU No. 2020-06 modifies and simplifies accounting for convertible instruments. The new guidance eliminates certain separation models that require separating embedded conversion features from convertible instruments. ASU No. 2020-06 also addresses how convertible instruments are accounted for in the diluted earnings per share calculation. ASU No. 2020-06 will become effective for Griffin in the fiscal year ending November 30, 2023. Early adoption is permitted, but no earlier than Griffin’s fiscal year ending November 30, 2022. Griffin is currently assessing the impact of ASU No. 2020-06 on its consolidated financial statements. There are various other Updates recently issued which represent technical corrections to the accounting literature or apply to specific industries. Griffin does not expect the application of any of these other Updates to have an impact on its consolidated financial statements. |
Private Placement
Private Placement | 9 Months Ended |
Aug. 31, 2020 | |
Private Placement | |
Private Placement | 2. Private Placement On August 24, 2020, pursuant to the Securities Purchase Agreement, Griffin: (i) sold 504,590 shares of its Common Stock; and (ii) issued a warrant ( the “Warrant”) to Cambiar to acquire 504,590 additional shares of Common Stock (subject to adjustment as set forth therein) at an exercise price of $60.00 per share (the “Exercise Price”). Cambiar paid $50.00 per share of Common Stock and $4.00 per Warrant Share for the Warrant for total proceeds of $27,248 , before expenses of $449 . Pursuant to the Securities Purchase Agreement, for so long as Cambiar owns shares of Common Stock constituting more than 4.9% of Griffin’s Common Stock issued and outstanding, Cambiar will have the right to designate one member (the “Purchaser Nominee”) to Griffin’s Board of Directors (subject to certain terms and conditions set forth therein) and such Purchaser Nominee shall be nominated by the Board for re-election as a director at each subsequent meeting of the Company’s stockholders. Until the one-year anniversary of the date of the Securities Purchase Agreement, Cambiar may not transfer any of the shares of Common Stock without Griffin’s prior written consent. Subject to certain customary exceptions set forth in the Securities Purchase Agreement, Cambiar and its affiliates are prohibited from, among other things: (i) acquiring securities or assets of Griffin; (ii) effecting a tender offer, merger, acquisition, business combination, exchange offer, recapitalization, restructuring, liquidation, dissolution or similar transaction of Griffin; (iii) making or participating in any proxy solicitation relating to the election of directors that has not been approved by the independent directors of Griffin; and (iv) seeking to control or influence the management or policies of Griffin, in each case, until the later of (x) twenty-four months following the date of the Securities Purchase Agreement and (y) such time as Cambiar is no longer entitled to nominate a Purchaser Nominee to Griffin’s Board of Directors. On August 24, 2020, Griffin and Cambiar also entered into a Contingent Value Rights Agreement (the “Contingent Value Rights Agreement”), pursuant to which Cambiar is entitled to a one-time cash payment in the event that Griffin’s volume weighted average share price per share of Common Stock for the thirty trading day period ending on the date of the one-year anniversary of the date of the Securities Purchase Agreement (the “ 30-Day VWAP”) is less than the purchase price paid by Cambiar in respect of each common share (the “Common Shares Purchase Price”), subject to adjustment as described therein. If the 30-Day VWAP is less than the Common Shares Purchase Price, Cambiar is entitled to a one-time cash payment per contingent value right (“CVR”) calculated on a linear basis relative to the difference between the 30-Day VWAP and the Common Shares Purchase Price. Such payment will in no event exceed $2,523 , which is 10% of the total paid by Cambiar to purchase the Common Stock. The Warrant is exercisable from the date of issuance and has a term of three years . The Exercise Price and the number of shares of Common Stock issuable upon exercise of the Warrant is subject to appropriate adjustments in the event of certain stock dividends, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock. Upon a Fundamental Transaction (as defined in the Warrant) in which the consideration consists solely of cash, solely of marketable securities or a combination thereof, the remaining unexercised portion of the Warrant will automatically be deemed to be exercised or the Warrant will be terminated, depending on whether the purchase price per share of one share of Common Stock in such fundamental transaction is greater or less than the Exercise Price. In addition, if such Fundamental Transaction occurs prior to the one-year anniversary of the date of the Warrant, and the price per share of one share of Common Stock in such Fundamental Transaction is less than the Exercise Price, or if it is greater than the Exercise Price but less than the purchase price paid by the holder per Warrant Share, then the holder will be entitled to receive up to an amount equal to the purchase price paid by the holder per Warrant Share in respect of any unexercised portion of the Warrant. The holder will not be entitled to exercise any portion of the Warrant, which, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by the holder of the Warrant (together with its affiliates) to exceed 9.90% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Warrant. However, the holder may increase or decrease such percentage to any other percentage not in excess of 19.90% upon at least 61 day s’ prior notice from the holder to Griffin, subject to the terms of the Warrant. Both the Warrant and the CVRs are derivative financial instruments and reported as liabilities at their fair values on Griffin’s consolidated balance sheet as of August 31, 2020 (see Notes 3 and 9). Although the fair value of the Warrant was $5,410 as of August 31, 2020, the maximum amount that Griffin would be required to pay if the Warrant were to be settled in cash is $2,018. |
Fair Value
Fair Value | 9 Months Ended |
Aug. 31, 2020 | |
Fair Value | |
Fair Value | 3. Fair Value Griffin applies the provisions of 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. The categorization of an asset or 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. 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 5). 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 2 assets at November 30, 2019 also included Griffin’s short-term investments in repurchase agreements with Webster Bank (see Note 1). The repurchase agreements were carried at their resell amounts, which approximated fair value due to their short-term nature. 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. As of August 31, 2020, Griffin’s consolidated balance sheet includes the Warrant liability and CVR liability related to the private placement on August 24, 2020 (see Notes 2 and 9). Griffin derived these values based on the Cox-Ross-Rubenstein option-pricing model and a Monte Carlo simulation valuation methodology, respectively. Therefore, Griffin recognized these liabilities as Level 3 within the fair value hierarchy and they will be measured on a recurring basis. During the 2020 nine month period, Griffin did no t 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: August 31, 2020 Quoted Prices in Significant Significant Active Markets for Observable Unobservable Identical Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Interest rate swap liabilities $ — $ 9,952 $ — Common stock warrant liability $ — $ — $ 5,410 Contingent value rights liability $ — $ — $ 1,261 November 30, 2019 Quoted Prices in Significant Significant Active Markets for Observable Unobservable Identical Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Interest rate swap liabilities $ — $ 4,052 $ — The carrying and estimated fair values of Griffin’s financial instruments are as follows: Fair Value August 31, 2020 November 30, 2019 Hierarchy Carrying Estimated Carrying Estimated Level Value Fair Value Value Fair Value Financial assets: Cash and cash equivalents 1 $ 27,767 $ 27,767 $ 5,874 $ 5,874 Short-term investments 2 $ — $ — $ 1,011 $ 1,011 Financial liabilities: Mortgage loans, net of debt issuance costs 2 $ 162,211 $ 165,586 $ 142,575 $ 145,235 Revolving lines of credit 2 $ — $ — $ 5,875 $ 5,875 Interest rate swap liabilities 2 $ 9,952 $ 9,952 $ 4,052 $ 4,052 Warrant liability 3 $ 5,410 $ 5,410 $ — $ — Contingent value rights liability 3 $ 1,261 $ 1,261 $ — $ — The amounts included in the consolidated financial statements for cash and cash equivalents, short-term investments, leasing receivables from tenants and accounts payable and accrued liabilities approximate their fair values because of the short-term maturities of these instruments. The amount included in the consolidated financial statements for the revolving lines of credit approximated their fair values because of their variable interest rates. The fair values of the mortgage loans, net of debt issuance costs, 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 OIS Rate and swap curve along with other market data, taking into account current interest rates and the credit worthiness of the counterparty for assets and the credit worthiness of Griffin for liabilities. The fair value of the Warrant liability was estimated using the Cox-Ross-Rubenstein option-pricing model. A summary of the weighted-average significant unobservable inputs (Level 3 inputs) used in determining fair value of the Warrant liability is as follows: Warrant Liability Expected volatility 38.56 % Risk free interest rates 0.18 % Expected term (in years) 3 Annual dividend yield 1.29 % Fair Value of Derivative Warrant Liability Initial fair value at inception $ 4,915 Change in fair value 495 Balance at August 31, 2020 $ 5,410 The fair value of the CVR liability was estimated using a Monte Carlo simulation valuation methodology. A summary of the weighted-average significant unobservable inputs (Level 3 inputs) used in determining fair value of the CVR liability is as follows: Contingent Value Rights Liability Expected volatility 53.53 % Risk free interest rates 0.14 % Expected term (in years) 1 Annual dividend yield 2.0 % Fair Value of Contingent Value Rights Liability Initial fair value at inception $ 1,342 Change in fair value (81) Balance at August 31, 2020 $ 1,261 |
Real Estate Assets
Real Estate Assets | 9 Months Ended |
Aug. 31, 2020 | |
Real Estate Assets | |
Real Estate Assets | 4. Real Estate Assets Real estate assets consist of: Estimated Useful Lives Aug. 31, 2020 Nov. 30, 2019 Land $ 33,485 $ 30,750 Land improvements 10 to 30 years 45,673 40,992 Buildings and improvements 10 to 40 years 236,482 220,086 Tenant improvements Shorter of useful life or terms of related lease 35,100 30,318 Machinery and equipment 3 to 20 years 10,958 7,557 Construction in progress 3,954 3,542 Development costs 5,111 10,404 370,763 343,649 Accumulated depreciation (123,452) (105,035) $ 247,311 $ 238,614 Total depreciation expense and capitalized interest related to real estate assets were as follows: For the Three Months Ended For the Nine Months Ended Aug. 31, 2020 Aug. 31, 2019 Aug. 31, 2020 Aug. 31, 2019 Depreciation expense $ 3,063 $ 2,583 $ 8,893 $ 7,773 Capitalized interest $ 79 $ 160 $ 79 $ 289 Real estate assets held for sale consist of: Aug. 31, 2020 Nov. 30, 2019 Land $ 518 $ 323 Land improvements 269 388 Buildings and improvements — 417 Development costs 6,133 1,009 $ 6,920 $ 2,137 On March 9, 2020, Griffin, through a consolidated VIE, purchased 170 Sunport Lane (“170 Sunport”), an approximately 68,000 square foot industrial/warehouse building in Orlando, Florida for $5,749, including acquisition costs. Griffin provided all of the funding to the VIE to purchase 170 Sunport and determined that the fair value of the assets acquired approximated the purchase price, which was allocated to the real estate assets on a relative fair value basis. Of the $5,749 purchase price, $5,678 represented the relative fair value of real estate assets and $71 represented the relative fair value of the acquired intangible asset, comprised of the value of leases in-place. The real estate assets primarily reflect the building and land improvements that are being depreciated principally over forty years and building and land improvements that are being depreciated over a period of fifteen years . The intangible assets are being amortized over the term of the leases. On February 18, 2020, Griffin, through a consolidated VIE, purchased 3320 Maggie Boulevard (“3320 Maggie”), an approximately 108,000 square foot industrial/warehouse building in Orlando, Florida for $7,921 , including acquisition costs. Griffin provided all of the funding to the VIE to purchase 3320 Maggie and determined that the fair value of the assets acquired approximated the purchase price, which was allocated to the real estate assets on a relative fair value basis. Of the $7,921 purchase price, $7,941 represented the relative fair value of real estate assets, $770 represented the relative fair value of the acquired intangible asset and $790 represented the relative fair value of the acquired intangible liability, comprised of the value of the below market lease at the time of acquisition (see Note 9). The intangible asset is included in other assets and the intangible liability is included in other liabilities on Griffin’s consolidated balance sheet. The real estate assets primarily reflect the building and land improvements that are being depreciated principally over forty years and building and tenant improvements that are being depreciated over a period of seven years . The intangible liability is being amortized over the term of the lease. The acquisitions of 170 Sunport and 3320 Maggie were each made utilizing a reverse like-kind exchange structure (a “Reverse 1031 Like-Kind Exchange”) under Section 1031 of the Code. As Griffin did not complete the sale transactions contemplated under the Reverse 1031 Like-Kind Exchanges prior to August 31, 2020, the legal titles of 170 Sunport and 3320 Maggie were transferred from the qualified intermediary to Griffin. As Griffin retained essentially all of the legal and economic benefits and obligations related to 170 Sunport and 3320 Maggie from the date they were acquired, 170 Sunport and 3320 Maggie were included in Griffin’s consolidated financial statements as consolidated variable interest entities from the dates they were acquired through the expiration of the Reverse 1031 Like-Kind Exchanges. In the 2020 nine month period, real estate assets held for sale increased by $4,783, reflecting: (a) an increase of $6,064 from real estate assets transferred into real estate assets held for sale as a result of entering into agreements to sell such real estate; partially offset by (b) a decrease of $1,084 from real estate assets held for sale being transferred back into real estate assets, as a result of the termination of agreements to sell such real estate assets; and (c) a reduction of $197 for property sales that closed. The real estate assets held for sale that were returned to real estate assets in the 2020 nine month period were Griffin’s farm in Quincy, Florida and the small restaurant building in Griffin Center in Windsor, Connecticut. |
Mortgage Loans
Mortgage Loans | 9 Months Ended |
Aug. 31, 2020 | |
Mortgage Loans | |
Mortgage Loans | 5. Mortgage Loans Griffin’s mortgage loans consist of: Aug. 31, 2020 Nov. 30, 2019 4.72%, due October 3, 2022 * $ 4,096 $ 4,174 4.39%, due January 2, 2025 * 18,653 19,101 4.17%, due May 1, 2026 * 12,827 13,115 3.79%, due November 17, 2026 * 24,158 24,701 4.39%, due August 1, 2027 * 9,839 10,034 3.97%, due September 1, 2027 11,498 11,673 4.57%, due February 1, 2028 * 17,747 18,069 5.09%, due July 1, 2029 5,374 5,725 5.09%, due July 1, 2029 3,765 4,011 3.60%, due January 2, 2030 * 6,406 — 3.48%, due February 1, 2030 14,810 — 3.50%, due July 1, 2030 * 5,089 — 4.33%, due August 1, 2030 16,366 16,634 4.51%, due April 1, 2034 13,795 14,030 3.91%, due January 27, 2020 * — 3,206 Nonrecourse mortgage loans 164,423 144,473 Debt issuance costs (2,212) (1,898) Nonrecourse mortgage loans, net of debt issuance costs $ 162,211 $ 142,575 *Variable rate loans. Griffin has entered into interest rate swap agreements to effectively fix the interest rates on these loans to the rates reflected above. Griffin’s weighted average interest rate on its mortgage loans, including the effect of its interest rate swap agreements, was 4.19% and 4.31% as of August 31, 2020 and November 30, 2019, respectively. As of August 31, 2020, Griffin was a party to thirteen 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 3). No ineffectiveness on the cash flow hedges was recognized as of August 31, 2020, and none is anticipated over the term of the agreements. Amounts in AOCI will be reclassified into interest expense over the term of the swap agreements to achieve fixed interest rates on each variable rate mortgage. None of the interest rate swap agreements contain any credit risk related contingent features. In the 2020 and 2019 nine month periods, Griffin recognized losses, included in other comprehensive income, before taxes of $5,900 and $8,800, respectively, on its interest rate swap agreements. As of August 31, 2020, $1,999 was expected to be reclassified over the next twelve months to AOCI from interest expense. As of August 31, 2020, the net fair value of Griffin’s interest rate swap agreements was a liability of $9,952, which is included in other liabilities on Griffin’s consolidated balance sheet. On December 20, 2019, two wholly-owned subsidiaries of Griffin (the “2019 Borrowers”) entered into a nonrecourse mortgage loan (the “2019 Webster Mortgage”) with Webster Bank for $6,500 . The 2019 Webster Mortgage is collateralized by 7466 Chancellor Drive (“7466 Chancellor”), an approximately 100,000 square foot industrial/warehouse building in Orlando, Florida, that was acquired on October 25, 2019. The 2019 Webster Mortgage has a ten-year term with monthly principal payments based on a twenty-five-year amortization schedule. The interest rate for the 2019 Webster Mortgage is a floating rate of the one-month LIBOR rate plus 1.75% . At the time the 2019 Webster Mortgage closed, Griffin entered into an interest rate swap agreement with Webster Bank that effectively fixes the interest rate of the 2019 Webster Mortgage at 3.60% for the entire loan term. $5,875 of the proceeds from the 2019 Webster Mortgage were used to repay Webster Bank for the borrowing under Griffin’s Acquisition Credit Line (as defined below) that was used to finance a portion of the purchase price of 7466 Chancellor (see Note 6). Under the terms of the 2019 Webster Mortgage, the 2019 Borrowers must maintain a minimum debt service coverage ratio (the “DSCR”), calculated by dividing the trailing twelve months net operating income of 7466 Chancellor by the debt service on the 2019 Webster Mortgage for the DSCR test period, as further described under the terms of the 2019 Webster Mortgage, equal to or greater than 1.25 times, and the Loan to Value Ratio (as defined and further described under the 2019 Webster Mortgage) may not exceed 67.5%. The terms of the 2019 Webster Mortgage require that commencing on January 1, 2023, an annual amount equal to a total of $1.00 per square foot shall be deposited by the 2019 Borrowers into an escrow account with Webster Bank until such escrow account balance reaches $200. Subject to certain terms and conditions under the 2019 Webster Mortgage, (i) the funds in the escrow account may be released by Webster Bank upon extension of 7466 Chancellor’s existing lease, or entry into any other Approved Lease (as defined and further described under the 2019 Webster Mortgage) on terms and conditions acceptable to Webster Bank or (ii) a portion of the funds in the escrow account may be released by Webster Bank for tenant improvements and lease commissions related to Approved Leases. In the event that the existing tenant of 7466 Chancellor does not exercise its renewal option, Webster Bank will sweep 100% of the building’s net cash flow (as defined and further described under the 2019 Webster Mortgage) during the six months prior to the tenant’s lease expiration. Such funds will be held by Webster Bank as additional collateral against the 2019 Webster Mortgage and may be released by Webster Bank for tenant improvements and lease commissions related to replacement tenant(s). Any remaining balance in such account will be released by Webster Bank after (i) all the space currently occupied by the existing tenant is re-leased by Griffin or (ii) one or more tenants occupying space in 7466 Chancellor generate rental income equal to, or greater than, the amount being received as of December 20, 2019. On January 23, 2020, two wholly-owned subsidiaries of Griffin closed on a nonrecourse mortgage loan (the “2020 State Farm Mortgage”) with State Farm Life Insurance Company for $15,000 . The 2020 State Farm Mortgage is collateralized by two industrial/warehouse buildings, 6975 Ambassador Drive and 871 Nestle Way, each in the Lehigh Valley of Pennsylvania, that aggregate approximately 254,000 square feet. The 2020 State Farm Mortgage has a ten-year term with monthly principal payments based on a twenty-five-year amortization schedule. The interest rate for the 2020 State Farm Mortgage is 3.48% . $3,191 of the proceeds from the 2020 State Farm Mortgage were used to repay the mortgage loan on 871 Nestle Way that was scheduled to mature on January 27, 2020. On June 30, 2020, a wholly-owned subsidiary of Griffin (the “2020 Borrower”) closed on a nonrecourse mortgage loan (the “2020 Webster Mortgage”) with Webster Bank for $5,100 . The 2020 Webster Mortgage is collateralized by 3320 Maggie, which was acquired on February 18, 2020. The 2020 Webster Mortgage has a ten-year term with monthly principal payments based on a twenty-five year amortization schedule. The interest rate for the 2020 Webster Mortgage is a floating rate of the one month LIBOR rate plus 2.56% . At the time the 2020 Webster Mortgage closed, Griffin entered into an interest rate swap agreement with Webster Bank that effectively fixes the interest rate of the 2020 Webster Mortgage at 3.50% for the entire loan term. $4,100 of the proceeds from the 2020 Webster Mortgage were used to repay Webster Bank for the borrowing under Griffin’s Acquisition Credit Line that was used to finance a portion of the purchase price of 3320 Maggie (see Note 6). Under the terms of the 2020 Webster Mortgage, the 2020 Borrower must maintain a minimum debt service coverage ratio (the “DSCR”), calculated by dividing the trailing twelve months net operating income of 3320 Maggie by the debt service on the 2020 Webster Mortgage for the DSCR test period, as further described under the terms of the 2020 Webster Mortgage, equal to or greater than 1.25 times, and the Loan to Value Ratio (as defined and further described under the 2020 Webster Mortgage) may not exceed 65% . The terms of the 2020 Webster Mortgage require that commencing on January 1, 2024, an annual amount equal to a total of $1.00 per square foot shall be deposited by the 2020 Borrower into an escrow account with Webster Bank until such escrow account balance reaches $300 . Subject to certain terms and conditions under the 2020 Webster Mortgage, (i) the funds in the escrow account may be released by Webster Bank upon extension of 3320 Maggie’s existing lease, or entry into any other Approved Lease (as defined and further described under the 2020 Webster Mortgage) on terms and conditions acceptable to Webster Bank, in each case for a term that runs for a minimum of one year beyond the maturity date of the 2020 Webster Mortgage, or (ii) a portion of the funds in the escrow account may be released by Webster Bank for tenant improvements and lease commissions related to Approved Leases. |
Revolving Credit Agreements
Revolving Credit Agreements | 9 Months Ended |
Aug. 31, 2020 | |
Revolving Credit Agreements | |
Revolving Credit Agreements | 6. Revolving Credit Agreements Griffin has a $19,500 revolving credit line (the “Webster Credit Line”) with Webster Bank that is scheduled to expire on September 30, 2021, with an option to extend for an additional year through September 30, 2022. Interest on borrowings under the Webster Credit Line are at the one-month LIBOR rate plus 2.50%. In the event that Webster Bank determines that LIBOR is no longer available, the Amended Webster Credit Line contemplates that Webster Bank shall transition to a comparable rate of interest to the LIBOR rate. Under the terms of the Revolving Credit Line Amendment, Griffin must maintain: (a) a maximum loan to value ratio of 72%; (b) a minimum liquidity, as defined in the Revolving Credit Line Amendment, of $5,000; and (c) a fixed charge coverage ratio, defined as EBITDA minus cash income taxes and dividends paid divided by debt service (the “Fixed Charge Coverage Ratio”), of at least 1.1 to 1.0. The Webster Credit Line is collateralized by Griffin’s properties in Griffin Center South in Bloomfield, Connecticut, aggregating approximately 235,000 square feet, an approximately 48,000 square foot single-story office building in Griffin Center in Windsor, Connecticut and an approximately 31,000 square foot industrial/warehouse building in Bloomfield, Connecticut. As of August 31, 2020, there were no borrowings against the Webster Credit Line, however, the Webster Credit Line secured certain unused standby letters of credit aggregating $484 that are related to Griffin's development activities. On June 30, 2020, in connection with the 2020 Webster Mortgage, Griffin and Webster Bank entered into a letter agreement (the “Side Note”) amending the Webster Credit Line. Under the terms of the Side Note, an amount equal to one year’s debt service ($306) on the 2020 Webster Mortgage will be carved out and not available to be borrowed (the “Holdback”) under the Webster Credit Line. If the debt service is not paid on the 2020 Webster Mortgage, Webster Bank would be able to advance funds from the Webster Credit Line as needed to make monthly payments of debt service under the 2020 Webster Mortgage. The provisions regarding the Holdback expire on September 30, 2021, the maturity date of the Webster Credit Line, and any extension to the maturity date of the Webster Credit Line will not apply to the Holdback. Griffin also has a credit line of $15,000 with Webster Bank that is to be used to finance property acquisitions (the “Acquisition Credit Line”). The Acquisition Credit Line is unsecured, expires on September 30, 2021 with an option to extend for an additional year through September 30, 2022, and may be used to fund up to 65% of the purchase price of real estate acquisitions. Interest on advances under the Acquisition Credit Line are at the one-month LIBOR rate plus 2.75% . In the event that LIBOR is no longer readily determinable or available, the Acquisition Credit Line contemplates that Webster Bank shall transition to an alternate rate of interest to the LIBOR rate taking into account the then prevailing standards in the market for determining interest rates for commercial loans made by financial institutions in the United States at such time. Amounts borrowed under the Acquisition Credit Line are expected to be repaid with proceeds from long-term financing of the property acquired. If amounts borrowed under the Acquisition Credit Line are not repaid within 135 days from the date the properties are acquired, Griffin has agreed to either (a) repay the portion of the Acquisition Credit Line allocable to such advance or (b) execute a first-lien mortgage in favor of Webster Bank. Under the terms of the Acquisition Credit Line, Griffin must maintain (i) a minimum debt service coverage ratio of the aggregate acquired property (as defined in the Acquisition Credit Line) equal to or greater than 1.25 times; (ii) a minimum net worth of not less than $80,000 ; (iii) a minimum liquidity, as defined in the Acquisition Credit Line, of $5,000 ; (iv) a ratio of total debt plus preferred stock, to total assets not to exceed 50% of the total fair market value of Griffin’s assets; and (v) a Fixed Charge Coverage Ratio of at least 1.1 to 1.0. At November 30, 2019, $5,875 was outstanding under the Acquisition Credit Line for the purchase in October 2019 of 7466 Chancellor, which was repaid on December 20, 2019 using the proceeds from the 2019 Webster Mortgage (see Note 5). On February 14, 2020, Griffin borrowed $4,100 for the purchase of 3320 Maggie at an average interest rate of 3.79%. On June 30, 2020, that outstanding balance was repaid using the proceeds from the 2020 Webster Mortgage (see Note 5). As of August 31, 2020, there was no outstanding balance under the Acquisition Credit Line. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Aug. 31, 2020 | |
Stockholders' Equity | |
Stockholders' Equity | 7. Stockholders’ Equity Per Share Results Basic and diluted per share results were based on the following: For the Three Months Ended For the Nine Months Ended Aug. 31, 2020 Aug. 31, 2019 Aug. 31, 2020 Aug. 31, 2019 Net (loss) income $ (641) $ 1,017 $ (1,654) $ 6,250 Weighted average shares outstanding for computation of basic per share results 5,179,000 5,073,000 5,126,000 5,068,000 Incremental shares from assumed exercise of Griffin stock options (a) — 40,000 — 34,000 Adjusted weighted average shares for computation of diluted per share results 5,179,000 5,113,000 5,126,000 5,102,000 (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 2020 third quarter and 2020 nine month period would have been 76,000 and 60,000 , respectively. For the 2020 third quarter and 2020 nine month period, there was a Warrant for the purchase of 504,590 shares of Common Stock that was anti-dilutive. Sale of Common Stock On August 24, 2020 Griffin sold Common Stock pursuant to the Securities Purchase Agreement (see Note 2). On March 3, 2020, Gordon F. DuGan was appointed to serve as a Director of Griffin, effective immediately. Mr. DuGan was also appointed as Chairman of the Board of Directors. Mr. DuGan and Griffin entered into a Chairmanship and Advisory Agreement (the “Advisory Agreement”), on March 3, 2020, whereby Mr. DuGan agreed to also serve as a non-employee advisor to Griffin on, amongst other things, growth strategy, including identifying markets, acquisitions and other transactions, recruitment of key personnel, potential capital raising efforts and general management advice (collectively the “Advisory Services”). As compensation to Mr. DuGan for providing such Advisory Services, Mr. DuGan received: (i) a non-qualified stock option to acquire 48,000 shares of Griffin Common Stock at an exercise price of $45.98 per share under the 2009 Stock Option Plan (see Griffin Stock Option Plans below) and (ii) a non-qualified stock option (the “Supplemental Advisor Option”) to acquire 52,000 shares of Griffin Common Stock at an exercise price of $46.91 per share under the 2020 Incentive Award (see Griffin Stock Option Plans below). On March 9, 2020, Griffin completed the sale of 53,293 shares of Griffin’s Common Stock at a price per share of $46.91, for cash proceeds of $2,500, in accordance with the Advisory Agreement and pursuant to a Stock Purchase Agreement, dated as of March 5, 2020, between Mr. DuGan and Griffin. 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 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 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 Stock Option Plans Through March 3, 2020, stock options were granted by Griffin under the Griffin Industrial Realty, Inc. 2009 Stock Option Plan (as amended, the “2009 Stock Option Plan”). Options granted under the 2009 Stock Option Plan were 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 were 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 August 31, 2020 may be exercised as stock appreciation rights. On March 3, 2020, Griffin’s Board of Directors adopted and approved the Griffin Industrial Realty, Inc. and Griffin Industrial, LLC 2020 Incentive Award Plan (the “2020 Incentive Award Plan”). The 2020 Incentive Award Plan was effective as of the date it was adopted by the Board, subject to stockholder approval, which was received at Griffin’s 2020 Annual Meeting of Stockholders on May 7, 2020. The 2020 Incentive Award Plan replaced the 2009 Stock Option Plan and authorizes for grant a total of 300,000 shares (plus any shares subject to awards under the 2009 Stock Option Plan, as of the date of stockholder approval of the 2020 Incentive Award Plan, that are forfeited, expire, are converted to shares of another person or are settled for cash), subject to certain adjustments in the 2020 Incentive Award Plan. In addition to granting stock options, the 2020 Incentive Award Plan also enables Griffin to grant stock appreciation rights, restricted stock awards, restricted stock unit awards, partnership interests, other equity or cash based awards and dividend equivalents. No new awards will be granted under the 2009 Stock Option Plan; however, all outstanding awards under the 2009 Stock Option Plan remain outstanding in accordance with their terms. The following options were granted by Griffin under the 2020 Incentive Award Plan and the 2009 Stock Option Plan: For the Nine Months Ended Aug. 31, 2020 Aug. 31, 2019 Fair Value per Fair Value per Number of Option at Number of Option at Shares Grant Date Shares Grant Date Non-employee directors 111,258 $ 11.00 - 14.17 5,946 $ 12.87 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 Nine Months Ended Aug. 31, 2020 Aug. 31, 2019 Expected volatility 29.7 - 30.3 % 30.9 % Risk free interest rates 0.5 - 0.9 % 2.3 % Expected option term (in years) 8.5 8.5 Annual dividend yield 1.3 % 1.2 % Number of option holders at August 31, 2020 29 Compensation expense and related tax benefits for stock options were as follows: For the Three Months Ended For the Nine Months Ended Aug. 31, 2020 Aug. 31, 2019 Aug. 31, 2020 Aug. 31, 2019 Compensation expense $ 125 $ 21 $ 385 $ 205 Related tax benefit $ 26 $ 9 $ 69 $ 35 For all periods presented, the forfeiture rate for directors ranged from 0% to 2%, 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 August 31, 2020, the unrecognized compensation expense related to nonvested stock options that will be recognized during future periods is as follows: Balance of Fiscal 2020 $ 124 Fiscal 2021 $ 442 Fiscal 2022 $ 377 Fiscal 2023 $ 244 Fiscal 2024 $ 120 Fiscal 2025 $ 23 A summary of Griffin’s stock option activity is as follows: For the Nine Months Ended August 31, 2020 August 31, 2019 Number of Weighted Avg. Number of Weighted Avg. Shares Exercise Price Shares Exercise Price Outstanding at beginning of period 189,822 $ 28.23 224,001 $ 28.20 Granted 111,258 $ 45.72 5,946 $ 36.99 Exercised (44,900) $ 28.73 (29,838) $ 28.71 Forfeited — $ — (7,788) $ 32.62 Outstanding at end of period 256,180 $ 35.74 192,321 $ 28.21 Weighted Avg. Remaining Range of Exercise Prices for Outstanding at Weighted Avg. Contractual Life Total Intrinsic Vested and Nonvested Options August 31, 2020 Exercise Price (in years) Value $23.00 - $28.00 110,972 $ 26.75 5.4 $ 2,933 $28.00 - $32.00 21,978 $ 30.02 4.6 509 $32.00 - $47.00 123,230 $ 44.84 9.3 1,027 256,180 $ 35.74 7.2 $ 4,469 Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive loss, net of tax, comprised of unrealized gains on cash flow hedges is as follows: For the Nine Months Ended Aug. 31, 2020 Aug. 31, 2019 Balance at beginning of period $ (3,141) $ 2,395 Other comprehensive loss before reclassifications (5,460) (6,899) Amounts reclassified 739 74 Net activity for other comprehensive loss (4,721) (6,825) Balance at end of period $ (7,862) $ (4,430) Changes in accumulated other comprehensive loss are as follows: For the Three Months Ended August 31, 2020 August 31, 2019 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) $ 506 $ (106) $ 400 $ 8 $ (2) $ 6 Change in other comprehensive loss: Decrease in fair value of Griffin’s cash flow hedges (248) 52 (196) (3,443) 798 (2,645) Other comprehensive income (loss) $ 258 $ (54) $ 204 $ (3,435) $ 796 $ (2,639) For the Nine Months Ended August 31, 2020 August 31, 2019 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) $ 935 $ (196) $ 739 $ 96 $ (22) $ 74 Change in other comprehensive loss: Decrease in fair value of Griffin’s cash flow hedges (6,835) 1,375 (5,460) (8,896) 1,997 (6,899) Other comprehensive loss $ (5,900) $ 1,179 $ (4,721) $ (8,800) $ 1,975 $ (6,825) Cash Dividend Griffin did not declare a cash dividend in the 2020 nine month period or the 2019 nine month period. During the 2020 nine month period, Griffin paid $2,538 for the cash dividend declared in the fiscal 2019 fourth quarter. During the 2019 nine month period, Griffin paid $2,279 for the cash dividend declared in the fiscal 2018 fourth quarter. |
Leases
Leases | 9 Months Ended |
Aug. 31, 2020 | |
Leases | |
Leases | 8. Leases As lessor, all of Griffin’s leases with its tenants were classified as operating leases under previous guidance and remained operating leases upon the adoption of ASC 842, therefore, as a lessor there was no significant impact upon adoption. Griffin’s rental revenue reflects the leasing of industrial/warehouse and, to a lesser extent, office/flex space and certain land parcels. Griffin does not have any variable payment leases with its tenants. The following is a schedule of minimum future cash rentals on tenant operating leases in effect as of August 31, 2020. The schedule does not reflect future rental revenues from the renewal or replacement of existing leases and excludes property operating expense reimbursements: Balance of fiscal 2020 $ 6,793 2021 26,925 2022 21,355 2023 17,990 2024 15,495 Later years 35,364 $ 123,922 In fiscal 2016, Griffin entered into a ten-year sublease (the “New York Office Lease”) for approximately 1,920 square feet in New York City for its executive offices. The sublease is with Bloomingdale Properties, Inc., an entity that is controlled by certain members of the Cullman and Ernst Group, which is considered a related party to Griffin. Upon adoption of ASC 842 on December 1, 2019, Griffin, as lessee, recognized two ROU assets aggregating $858 and lease liabilities aggregating $858 for operating leases it had previously entered into, the New York Office Lease and a lease for office equipment. Griffin adopted the practical expedient for not separating lease components from non-lease components. ROU assets and lease liabilities are included in other assets and other liabilities, respectively, on Griffin’s consolidated balance sheet. ROU assets are evaluated for impairment in a manner consistent with the treatment of other long-lived assets. These lease agreements do not provide a readily determinable implicit rate nor is it available to Griffin from its lessors, therefore, Griffin utilized its incremental borrowing rate of 3.5% at the time of adoption in order to discount lease payments to present value. These lease agreements do not contain any significant residual value guarantees or restrictive covenants. The lease costs are allocated over the remaining lease terms on a straight-line basis. Expense related to operating leases was $104 in the 2020 nine month period. The weighted average remaining lease term for Griffin’s operating leases as of August 31, 2020, was 6.1 years. Maturities of lease liabilities as of August 31, 2020 are as follows: Balance of Fiscal 2020 $ 34 Fiscal 2021 136 Fiscal 2022 143 Fiscal 2023 141 Fiscal 2024 140 Thereafter 269 Total undiscounted payments 863 Less: imputed interest (88) Present value of minimum lease payments $ 775 |
Supplemental Financial Statemen
Supplemental Financial Statement Information | 9 Months Ended |
Aug. 31, 2020 | |
Supplemental Financial Statement Information | |
Supplemental Financial Statement Information | 9. Supplemental Financial Statement Information Short-Term Investments At August 31, 2020, Griffin did not have any short-term investments. At November 30, 2019, Griffin’s short-term investments of $1,011 consisted of repurchase agreements accounted for as held-to-maturity securities under ASC 320 on its consolidated balance sheet. The repurchase agreements were with Webster Bank and were collateralized by securities issued by the United States Government or its sponsored agencies. The repurchase agreements were carried at their resell amounts, which approximated fair value due to their short-term nature. Other Assets Griffin's other assets are comprised of the following: Aug. 31, 2020 Nov. 30, 2019 Deferred rent receivable $ 6,284 $ 5,740 Deferred leasing costs, net 4,964 4,468 Prepaid expenses 4,868 2,926 Intangible assets, net 2,308 1,907 Accounts receivable (primarily leases) 2,184 904 Right-of-use assets 744 — Mortgage escrows 293 515 Registration statement costs 281 281 Furniture, fixtures and equipment, net 198 193 Deposits 150 234 Deferred financing costs related to revolving lines of credit 146 256 Other 689 154 Total other assets $ 23,109 $ 17,578 Accounts Payable and Accrued Liabilities Griffin's accounts payable and accrued liabilities are comprised of the following: Aug. 31, 2020 Nov. 30, 2019 Trade payables $ 1,248 $ 295 Accrued construction costs and retainage 628 1,849 Accrued interest payable 610 568 Accrued salaries, wages and other compensation 562 863 Accrued lease commissions 281 223 Other 779 520 Total accounts payable and accrued liabilities $ 4,108 $ 4,318 Other Liabilities Griffin's other liabilities are comprised of the following: Aug. 31, 2020 Nov. 30, 2019 Interest rate swap liabilities $ 9,952 $ 4,052 Warrant liability 5,410 — Deferred compensation plan 3,899 5,593 Contingent value rights liability 1,261 — Prepaid rent from tenants 1,253 1,013 Lease liabilities 775 — Intangible liability, net 733 — Security deposits of tenants 691 538 Conditional asset retirement obligations 171 171 Other 103 142 Total other liabilities $ 24,248 $ 11,509 Supplemental Cash Flow Information Accounts payable and accrued liabilities related to additions to real estate assets decreased by $1,221 in the 2020 nine month period and increased by $1,483 in the 2019 nine month period. Griffin maintains a non-qualified deferred compensation plan (the “Deferred Compensation Plan”) for certain of its employees. In the 2020 nine month period, the liability for the Deferred Compensation Plan was reduced by $1,927 for a payment made to Frederick M. Danziger, Griffin’s former Executive Chairman, as a result of his retirement in fiscal 2019. In the 2020 nine month period, Griffin received 20,601 shares of its Common Stock in connection with the exercise of stock options as consideration for the exercise price related to those stock options. The shares received were recorded as treasury stock, which resulted in an increase in treasury stock of $1,079, and did not affect Griffin’s cash. In the 2019 nine month period, Griffin received 22,390 shares of its Common Stock in connection with the exercise of stock options as consideration for the exercise price and for reimbursement of income tax withholdings related to those stock option exercises. The shares received were recorded as treasury stock, which resulted in an increase in treasury stock of $846, and did not affect Griffin’s cash. Interest payments were as follows: For the Three Months Ended For the Nine Months Ended Aug. 31, 2020 Aug. 31, 2019 Aug. 31, 2020 Aug. 31, 2019 $ 1,750 $ 1,609 $ 5,183 $ 4,828 Income Taxes Griffin’s income tax benefit was $562 in the 2020 nine month period as compared to an income tax provision of $689 in the 2019 nine month period. The 2020 nine month period income tax benefit included a benefit of $368, adjusted for permanent differences, related to the 2020 nine month period pretax loss of $2,216, reflecting an effective tax rate of 16.6% and an income tax benefit of $194 for the exercise of stock options. The 2019 nine month period income tax provision included: (a) a charge of $1,621 related to the 2019 nine month period pretax income of $6,939 , reflecting an effective tax rate of 23.4% ; partially offset by (b) a benefit of $873 for the partial reduction of the valuation allowance on deferred tax assets related primarily to net operating loss carryforwards in Connecticut; and (c) an income tax benefit of $59 for the exercise of stock options. On June 26, 2019, Connecticut enacted legislation phasing out its capital based tax over a four-year period beginning January 1, 2021. Griffin historically has paid the Connecticut capital based tax rather than the corporation income tax, because the capital based tax was the higher amount. Management evaluated the recoverability of its Connecticut deferred tax assets and determined that, based on projected future operating results and the phase-out of the capital based tax, the valuation allowance against its Connecticut deferred tax assets should be reduced. The effective tax rate in the 2020 nine month period is based on management’s projections of pretax results and permanent differences for the balance of the year. To the extent that actual results differ from current projections, the effective income tax rate may change. Griffin’s federal income tax returns for fiscal 2017, fiscal 2018 and fiscal 2019 are open to examination by the Internal Revenue Service. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Aug. 31, 2020 | |
Commitments and Contingencies | |
Commitments and Contingencies | 10. Commitments and Contingencies As of August 31, 2020, Griffin had committed purchase obligations of approximately $8,030, principally related to the construction of an approximately 103,000 square foot industrial/warehouse building in the Lehigh Valley of Pennsylvania, as well as improvements of its real estate assets. On December 10, 2019, Griffin entered into an Option Purchase Agreement (the “East Granby/Windsor Option Agreement”) whereby Griffin granted the buyer an exclusive one year option, in exchange for a nominal fee, to purchase approximately 280 acres of undeveloped land in East Granby and Windsor, Connecticut for use as a solar farm. The purchase price has a range of a minimum of $6,000 to a maximum of $7,950 based upon the projected amount of electricity to be generated from the site. The buyer may extend the option period for another two years upon payment of additional option fees. The land subject to the East Granby/Windsor Option Agreement does not have any of the approvals that would be required for the buyer’s planned use of the land. A closing on the land sale contemplated by the East Granby/Windsor Option Agreement is subject to several significant contingencies, including the buyer securing contracts under a competitive bidding process that would require changes in the use of the land and obtaining local and state approvals for that planned use. There is no guarantee that the sale of land as contemplated under the East Granby/Windsor Option Agreement will be completed under its current terms, or at all. On February 3, 2020, Griffin entered into an option agreement (the “Meadowood Option Agreement”) with a national land conservation organization (the “Conservation Organization”) to sell the approximate 277 acres (the “Meadowood Land”) of Griffin’s approved but unbuilt residential development, Meadowood, in Simsbury, Connecticut. For a minimal fee, the Meadowood Option Agreement grants the Conservation Organization the right to purchase the Meadowood Land for open space and farmland preservation whereby Griffin would receive net proceeds of approximately $5,400 , if the purchase option is exercised. The Meadowood Option Agreement grants the Conservation Organization an initial term of twelve months , with one six-month extension, to exercise its option and acquire the Meadowood Land. Completion of a sale of the Meadowood Land contemplated under the Meadowood Option Agreement is subject to several contingencies, including the satisfactory outcome of due diligence and the Conservation Organization securing funding from several public and private sources to acquire the Meadowood Land. There is no guarantee that a sale of the Meadowood Land contemplated under the Meadowood Option Agreement will be completed under its current terms, or at all. On June 24, 2020, Griffin entered into a Purchase and Sale Agreement (the “First Allentown Purchase Agreement”) to acquire, for a purchase price of $3,100, an approximately 18 acre parcel of undeveloped land in the Lehigh Valley of Pennsylvania. On August 27, 2020, Griffin entered into a Purchase and Sale Agreement (the “Second Allentown Purchase Agreement”) to acquire, for a purchase price of $1,100, approximately 5 acres of undeveloped land that abuts the 18 acre parcel to be acquired under the First Allentown Purchase Agreement. Closings on the land acquisitions contemplated under the First Allentown Purchase Agreement and the Second Allentown Purchase Agreement are subject to significant contingencies, including Griffin obtaining all governmental approvals for its planned development of an approximately 210,000 square foot industrial/warehouse building on the land parcels that would be acquired. There is no guarantee that the land acquisitions as contemplated under the First Allentown Purchase Agreement and the Second Allentown Purchase Agreement will be completed under their current terms, or at all. On July 17, 2020, Griffin entered into a Purchase and Sale Agreement (the “Orlando Purchase Agreement”) to acquire, for a purchase price of $5,250, an approximately 14 acre parcel of undeveloped land in Orlando, Florida. Closing on the land acquisition contemplated under the Orlando Purchase Agreement is subject to significant contingencies, including Griffin obtaining all governmental approvals for its planned development of two industrial/warehouse buildings totaling approximately 195,000 square feet on the land parcel that would be acquired. There is no guarantee that the land acquisition as contemplated under the Orlando Purchase Agreement will be completed under its current terms, or at all. From time to time, Griffin is involved, as a defendant, in various litigation matters arising in the ordinary course of business. In the opinion of management, based on the advice of legal counsel, the ultimate liability, if any, with respect to these matters is not expected to be material, individually or in the aggregate, to Griffin’s consolidated financial position, results of operations or cash flows. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Aug. 31, 2020 | |
Subsequent Events. | |
Subsequent Events | 11. Subsequent Events In accordance with FASB ASC 855, “Subsequent Events,” Griffin has evaluated all events or transactions occurring after August 31, 2020, the balance sheet date, and noted that there have been no such events or transactions which would require recognition or disclosure in the consolidated financial statements as of and for the period ended August 31, 2020, other than the disclosures herein. On September 21, 2020, Griffin entered into an Agreement to Purchase and Sell 5 and 7 Waterside Crossing (the “Waterside Sale Agreement”), to sell, for a purchase price of $6,250, its two multi-story office buildings in Griffin Center aggregating approximately 161,000 square feet. Completion of this transaction is subject to the buyer’s satisfactory completion of due diligence. If Griffin were to complete the sale of 5 and 7 Waterside Crossing based on the current terms of the Waterside Sale Agreement, Griffin would incur a loss on sale of approximately $1,700. There is no guarantee that the sale as contemplated under the Waterside Sale Agreement will be completed under its current terms, or at all. On September 28, 2020, Griffin entered into a Purchase and Sale Agreement (the “55 GRS Agreement”) to sell, for a purchase price of $1,400, its approximately 40,000 square foot office/flex building at 55 Griffin Road South in Griffin Center South. Completion of this transaction is subject to the buyer’s satisfactory completion of due diligence. If Griffin were to complete the sale of 55 Griffin Road South based on the current terms of the 55 GRS Agreement, such transaction would result in a pretax gain of approximately $1,000. There is no guarantee that the sale as contemplated under the 55 GRS Agreement will be completed under its current terms, or at all. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Aug. 31, 2020 | |
Basis of Presentation and Consolidation | Basis of Presentation Griffin Industrial Realty, Inc. ("Griffin") is a real estate business principally engaged in developing, acquiring, managing and leasing industrial/warehouse properties. Griffin seeks to add to its industrial/warehouse property portfolio through the acquisition and development of land or the purchase of buildings in select markets targeted by Griffin. Griffin also owns several office/flex properties and undeveloped land. Periodically, Griffin may sell certain of its real estate assets that it has owned for an extended time and the use of which is not consistent with Griffin's core development and leasing strategy. Griffin’s consolidated financial statements reflect its accounts and its consolidated subsidiaries. Griffin consolidates the subsidiaries it controls through (i) voting rights or similar rights or (ii) by means other than voting rights if Griffin is the primary beneficiary of a variable interest entity (“VIE”). There have been no VIEs in which Griffin is not a primary beneficiary. Griffin may acquire property using a reverse like-kind exchange structure (a “Reverse 1031 Like-Kind Exchange”) under Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), to defer taxable gains on the subsequent sale of real estate property. As such, the acquired property (the “Parked Property”) is in the possession of a qualified intermediary engaged to execute the Reverse 1031 Like-Kind Exchange until the subsequent sale transaction and the Reverse 1031 Like-Kind Exchange are completed. Griffin retains essentially all of the legal and economic benefits and obligations related to the Parked Property prior to the completion of the Reverse 1031 Like-Kind Exchange. As such, a Parked Property is included in Griffin’s consolidated financial statements as a consolidated VIE until legal title is transferred to Griffin upon completion of the Reverse 1031 Like-Kind Exchange. 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, 2019 (“fiscal 2019”) included in Griffin’s Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (the “SEC”) on February 13, 2020. 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, 2019 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 and the valuation of derivative financial instruments. 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. |
Investments | Griffin considers all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents. At August 31, 2020 and November 30, 2019, $27,561 and $4,299, respectively, of the cash and cash equivalents included on Griffin’s consolidated balance sheets were held in cash equivalents. Griffin’s short-term investments at November 30, 2019 were comprised of repurchase agreements with Webster Bank, N.A. (“Webster Bank”) that were collateralized with securities issued by the United States Government or its sponsored agencies and were accounted for as held-to-maturity securities under FASB ASC 320, “Investments – Debt and Equity Securities” (“ASC 320”). The repurchase agreements were carried at their resell amounts, which approximated fair value due to their short-term nature. As of August 31, 2020, Griffin did not have any short-term investments. |
Derivative policy | As of August 31, 2020, Griffin was a party to thirteen interest rate swap agreements to hedge its interest rate exposures. Griffin does not use derivatives for speculative purposes. Griffin applies FASB ASC 815-10, “Derivatives and Hedging,” (“ASC 815-10”) as amended, which establishes accounting and reporting standards for derivative instruments and hedging activities. ASC 815-10 requires Griffin to recognize all derivatives as either assets or liabilities on its consolidated balance sheet and measure those instruments at fair value. The changes in the fair values of the interest rate swap agreements are 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 benchmark interest rates. The changes in the fair values of Griffin’s interest rate swap agreements are recorded as components of Accumulated Other Comprehensive Income (Loss) (“AOCI”) in stockholders’ equity to the extent they are effective. Any ineffective portions of the changes in the fair values of these instruments would be recorded as interest expense or interest income. Pursuant to a Securities Purchase Agreement (the “Securities Purchase Agreement”) dated as of August 24, 2020, between Griffin and CM Change Industrial LP (“Cambiar”), an investment entity managed by Cambiar Management LLC, Griffin, among other things, issued a Warrant (as defined below) to Cambiar to acquire 504,590 shares of Griffin’s common stock, par value $0.01 per share (the “Common Stock”) (as exercised, collectively, the “Warrant Shares”) as part of a private placement of Common Stock to raise capital (see note 2). Griffin applied ASC 815-10 to the Warrant and it is being classified as a derivative liability on Griffin’s consolidated balance sheet. The Warrant was initially recorded at its fair value and will be reported at fair value at each subsequent reporting date. Changes in the fair value of the Warrant are included in change in fair value of financial instruments on Griffin’s consolidated statement of operations. |
Fiscal Year | The results of operations for the three months ended August 31, 2020 (the “2020 third quarter”) and the nine months ended August 31, 2020 (the “2020 nine month period”) are not necessarily indicative of the results to be expected for the full year. The three months and nine months ended August 31, 2019 are referred to herein as the “2019 third quarter” and “2019 nine month period,” respectively. Certain amounts from the 2019 nine month period have been reclassified to conform to the current fiscal period’s presentation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Adopted In February 2016, the FASB issued Accounting Standards Update (“ASU” or “Update”) 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 ASU No. 2016-02 is largely unchanged from that applied under current U.S. GAAP. Leases are either classified as finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU No. 2016-02 also requires significant additional disclosures about the amount, timing and uncertainty of cash flows from leases. In July 2018, the FASB issued ASU No. 2018-10, “Codification Improvements to Topic 842, Leases,” which provides narrow amendments to clarify how to apply certain aspects of the new lease standard and ASU No. 2018-11, “Leases (Topic 842): Targeted Improvements,” which provides an alternative transition method that permits an entity to use the effective date of ASU No. 2016-02 as the date of initial application through the recognition of a cumulative effect adjustment to the opening balance of retained earnings upon adoption. An entity’s reporting for the comparative periods presented in the financial statements in which it adopts the new lease standard will continue to be in accordance with current U.S. GAAP under FASB ASC Topic 840, “Leases.” In December 2018, the FASB issued ASU No. 2018-20, “Leases (Topic 842): Narrow Scope Improvements for Lessors,” which provides clarification on implementation issues associated with adopting ASU No. 2016-02. In March 2019, the FASB issued ASU No. 2019-01, “Leases (Topic 842): Codification Improvements,” which clarifies the determination of fair value of an underlying asset by lessors that are not manufacturers or dealers, presentation on the statement of cash flows for sales-type and direct financing leases and transition issues related to Topic 250, Accounting Changes and Error Corrections. Griffin used the modified retrospective method upon adoption of ASU No. 2016-02, ASU No. 2018-10, ASU No. 2018-11, ASU No. 2018-20 and ASU No. 2019-01 when they became effective for Griffin on December 1, 2019, and, therefore, Griffin did not restate any comparative periods. Upon adoption, Griffin elected the package of practical expedients permitted under the transition guidance, which permits Griffin to not reassess its prior conclusions about lease identification, lease classification and initial direct costs. Griffin elected to combine the non-lease components of common area maintenance charges with the related lease components. Griffin did not elect the practical expedient to use hindsight in determining the lease term and in assessing impairment of right-of-use assets. Griffin did elect the practical expedient pertaining to land easements that allows an entity to choose to not apply ASC 842 to certain existing land easements at transition. Griffin made an accounting policy election to keep leases with an initial term of twelve months or less off of the balance sheet. Griffin’s leases with its tenants were classified as operating leases under previous guidance and remained operating leases upon the adoption of ASC 842, therefore, as a lessor there was no significant impact upon adoption. As a lessee, Griffin has two operating leases that resulted in the recognition of ROU assets of $858 and lease liabilities of $858 related to Griffin’s executive office in New York City at the time of adoption. The adoption of ASC 842 did not have a material impact on Griffin’s consolidated statements of operations or cash flows. In August 2017, the FASB issued ASU No. 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities,” which is intended to improve the financial reporting for hedging relationships to better represent the economic results of a company’s risk management activities in its financial statements and make certain targeted improvements to simplify the application of the hedge accounting guidance. ASU No. 2017-12 makes more financial and nonfinancial hedging strategies eligible for hedge accounting, amends the presentation and disclosure requirements and changes how entities assess effectiveness. In April 2019, the FASB issued ASU No. 2019-04, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments,” which provides clarification on implementation issues associated with adopting ASU No. 2017-12. ASU No. 2017-12 and ASU No. 2019-04 each became effective for Griffin on December 1, 2019. The application of ASU No. 2017-12 and ASU No. 2019-04 did not have an impact on Griffin’s consolidated financial statements. In June 2018, the FASB issued ASU No. 2018-07, “Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting,” to include share-based payment transactions for acquiring goods and services from nonemployees. ASU No. 2018-07 simplifies the accounting for nonemployee share-based payments by aligning it more closely with the accounting for employee awards. ASU No. 2018-07 became effective for Griffin on December 1, 2019. The application of ASU No. 2018-07 did not have an impact on Griffin’s consolidated financial statements. In October 2018, the FASB issued ASU No. 2018-16, “Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes.” ASU No. 2018-16 permits the use of the Swap OIS Rate (“OIS Rate”) based on the Secured Overnight Financing Rate as a U.S. benchmark interest rate for hedge accounting purposes under Topic 815 in addition to the interest rates on direct Treasury obligations of the U.S. government, the London Interbank Offered Rate (“LIBOR”) and the OIS Rate based on the Federal Funds Effective Rate. The amendments in ASU No. 2018-16 were required to be adopted concurrently with the amendments in ASU No. 2017-12, therefore, ASU No. 2018-16 became effective for Griffin on December 1, 2019. The application of ASU No. 2018-16 did not have an impact on Griffin’s consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement.” ASU No. 2018-13 removes, modifies and adds certain disclosure requirements in FASB ASC 820, “Fair Value Measurement” (“ASC 820”). The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively in the year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. ASU No. 2018-13 will become effective for Griffin in the fiscal year ending November 30, 2021. Early adoption is permitted upon issuance for any removed or modified disclosures. Griffin does not expect the application of ASU No. 2018-13 to have an impact on its consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” ASU No. 2020-04 provides optional expedients and exceptions for applying U.S. GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another rate that is expected to be discontinued. The amendments in ASU No. 2020-04 are effective for all entities as of March 12, 2020 through December 31, 2022. Griffin is currently assessing the impact of ASU No. 2020-04 and the LIBOR transition on its consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40).” ASU No. 2020-06 modifies and simplifies accounting for convertible instruments. The new guidance eliminates certain separation models that require separating embedded conversion features from convertible instruments. ASU No. 2020-06 also addresses how convertible instruments are accounted for in the diluted earnings per share calculation. ASU No. 2020-06 will become effective for Griffin in the fiscal year ending November 30, 2023. Early adoption is permitted, but no earlier than Griffin’s fiscal year ending November 30, 2022. Griffin is currently assessing the impact of ASU No. 2020-06 on its consolidated financial statements. There are various other Updates recently issued which represent technical corrections to the accounting literature or apply to specific industries. Griffin does not expect the application of any of these other Updates to have an impact on its consolidated financial statements. |
COVID 19 | |
COVID-19 | COVID-19 During and subsequent to the 2020 nine month period, the world has been impacted by the spread of the coronavirus (COVID-19), which has created significant economic uncertainty and volatility. The full extent to which the coronavirus pandemic impacts Griffin’s business, operations, liquidity and financial results will depend on numerous evolving factors that Griffin is not able to predict at this time, including: the duration and scope of the pandemic; governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic; the impact on economic activity from the pandemic and actions taken in response; the effect on Griffin’s tenants and their businesses; the ability of tenants to make their rental payments; any closures of tenants’ facilities; the ability of existing or prospective tenants to evaluate or enter into leases; and Griffin’s ability to complete property sales. Any of these events could materially adversely impact Griffin’s business, financial condition, results of operations or stock price. During the 2020 third quarter, COVID-19 did not have a material impact on Griffin’s rent collections. Griffin collected 99.9% of rent during each month in the 2020 third quarter, inclusive of rent relief. Griffin entered into agreements with two tenants that granted rent relief aggregating approximately 0.5% of Griffin’s anticipated total annual rental revenue for the fiscal year ending November 30, 2020. The much larger of these two tenants is a subsidiary of a Fortune 500 company and the rent relief was granted as part of an early 5-year renewal of that tenant’s lease that was executed subsequent to August 31, 2020. Griffin did not receive any new requests for rent relief from April 30, 2020 through the end of the 2020 third quarter, and none of the requests received prior to April 30, 2020 remain outstanding. Subsequent to the end of the 2020 third quarter, one tenant that leases approximately 59,000 square feet in one of Griffin’s industrial/warehouse buildings in Connecticut requested rent relief under its lease that expires on December 31, 2020. The tenant has paid all rent through September 30, 2020, however, as of the date of this filing, Griffin has not determined if it will grant any rent relief in connection with such request. The lease for approximately 59,000 square feet will not be renewed, as Griffin previously entered into a lease agreement with the adjoining tenant in the same building, whereby the adjoining tenant has agreed to expand into that space after December 31, 2020. |
Fair Value (Tables)
Fair Value (Tables) | 9 Months Ended |
Aug. 31, 2020 | |
Fair Value | |
Schedule of financial assets and liabilities carried at fair value and measured at fair value on a recurring basis: | August 31, 2020 Quoted Prices in Significant Significant Active Markets for Observable Unobservable Identical Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Interest rate swap liabilities $ — $ 9,952 $ — Common stock warrant liability $ — $ — $ 5,410 Contingent value rights liability $ — $ — $ 1,261 November 30, 2019 Quoted Prices in Significant Significant Active Markets for Observable Unobservable Identical Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Interest rate swap liabilities $ — $ 4,052 $ — |
Schedule of carrying and estimated fair values of financial instruments | Fair Value August 31, 2020 November 30, 2019 Hierarchy Carrying Estimated Carrying Estimated Level Value Fair Value Value Fair Value Financial assets: Cash and cash equivalents 1 $ 27,767 $ 27,767 $ 5,874 $ 5,874 Short-term investments 2 $ — $ — $ 1,011 $ 1,011 Financial liabilities: Mortgage loans, net of debt issuance costs 2 $ 162,211 $ 165,586 $ 142,575 $ 145,235 Revolving lines of credit 2 $ — $ — $ 5,875 $ 5,875 Interest rate swap liabilities 2 $ 9,952 $ 9,952 $ 4,052 $ 4,052 Warrant liability 3 $ 5,410 $ 5,410 $ — $ — Contingent value rights liability 3 $ 1,261 $ 1,261 $ — $ — |
Summary of the weighted-average significant unobservable inputs used in determining fair value of the warrant liability | A summary of the weighted-average significant unobservable inputs (Level 3 inputs) used in determining fair value of the Warrant liability is as follows: Warrant Liability Expected volatility 38.56 % Risk free interest rates 0.18 % Expected term (in years) 3 Annual dividend yield 1.29 % Fair Value of Derivative Warrant Liability Initial fair value at inception $ 4,915 Change in fair value 495 Balance at August 31, 2020 $ 5,410 A summary of the weighted-average significant unobservable inputs (Level 3 inputs) used in determining fair value of the CVR liability is as follows: Contingent Value Rights Liability Expected volatility 53.53 % Risk free interest rates 0.14 % Expected term (in years) 1 Annual dividend yield 2.0 % Fair Value of Contingent Value Rights Liability Initial fair value at inception $ 1,342 Change in fair value (81) Balance at August 31, 2020 $ 1,261 |
Real Estate Assets (Tables)
Real Estate Assets (Tables) | 9 Months Ended |
Aug. 31, 2020 | |
Real Estate Assets | |
Schedule of real estate assets, excluding those held for sale | Estimated Useful Lives Aug. 31, 2020 Nov. 30, 2019 Land $ 33,485 $ 30,750 Land improvements 10 to 30 years 45,673 40,992 Buildings and improvements 10 to 40 years 236,482 220,086 Tenant improvements Shorter of useful life or terms of related lease 35,100 30,318 Machinery and equipment 3 to 20 years 10,958 7,557 Construction in progress 3,954 3,542 Development costs 5,111 10,404 370,763 343,649 Accumulated depreciation (123,452) (105,035) $ 247,311 $ 238,614 |
Schedule of total depreciation expense and capitalized interest related to real estate assets | For the Three Months Ended For the Nine Months Ended Aug. 31, 2020 Aug. 31, 2019 Aug. 31, 2020 Aug. 31, 2019 Depreciation expense $ 3,063 $ 2,583 $ 8,893 $ 7,773 Capitalized interest $ 79 $ 160 $ 79 $ 289 |
Schedule of real estate held for sale | Aug. 31, 2020 Nov. 30, 2019 Land $ 518 $ 323 Land improvements 269 388 Buildings and improvements — 417 Development costs 6,133 1,009 $ 6,920 $ 2,137 |
Mortgage Loans (Tables)
Mortgage Loans (Tables) | 9 Months Ended |
Aug. 31, 2020 | |
Mortgage Loans | |
Schedule of mortgage and construction loans | Aug. 31, 2020 Nov. 30, 2019 4.72%, due October 3, 2022 * $ 4,096 $ 4,174 4.39%, due January 2, 2025 * 18,653 19,101 4.17%, due May 1, 2026 * 12,827 13,115 3.79%, due November 17, 2026 * 24,158 24,701 4.39%, due August 1, 2027 * 9,839 10,034 3.97%, due September 1, 2027 11,498 11,673 4.57%, due February 1, 2028 * 17,747 18,069 5.09%, due July 1, 2029 5,374 5,725 5.09%, due July 1, 2029 3,765 4,011 3.60%, due January 2, 2030 * 6,406 — 3.48%, due February 1, 2030 14,810 — 3.50%, due July 1, 2030 * 5,089 — 4.33%, due August 1, 2030 16,366 16,634 4.51%, due April 1, 2034 13,795 14,030 3.91%, due January 27, 2020 * — 3,206 Nonrecourse mortgage loans 164,423 144,473 Debt issuance costs (2,212) (1,898) Nonrecourse mortgage loans, net of debt issuance costs $ 162,211 $ 142,575 *Variable rate loans. Griffin has entered into interest rate swap agreements to effectively fix the interest rates on these loans to the rates reflected above. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Aug. 31, 2020 | |
Stockholders' Equity | |
Schedule of basic and diluted per share results | For the Three Months Ended For the Nine Months Ended Aug. 31, 2020 Aug. 31, 2019 Aug. 31, 2020 Aug. 31, 2019 Net (loss) income $ (641) $ 1,017 $ (1,654) $ 6,250 Weighted average shares outstanding for computation of basic per share results 5,179,000 5,073,000 5,126,000 5,068,000 Incremental shares from assumed exercise of Griffin stock options (a) — 40,000 — 34,000 Adjusted weighted average shares for computation of diluted per share results 5,179,000 5,113,000 5,126,000 5,102,000 (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 2020 third quarter and 2020 nine month period would have been 76,000 and 60,000 , respectively. For the 2020 third quarter and 2020 nine month period, there was a Warrant for the purchase of 504,590 shares of Common Stock that was anti-dilutive. |
Schedule of options granted by Griffin under the Stock Option Plan to non-employee directors | For the Nine Months Ended Aug. 31, 2020 Aug. 31, 2019 Fair Value per Fair Value per Number of Option at Number of Option at Shares Grant Date Shares Grant Date Non-employee directors 111,258 $ 11.00 - 14.17 5,946 $ 12.87 |
Schedule of assumptions used in determining fair values of options | For the Nine Months Ended Aug. 31, 2020 Aug. 31, 2019 Expected volatility 29.7 - 30.3 % 30.9 % Risk free interest rates 0.5 - 0.9 % 2.3 % Expected option term (in years) 8.5 8.5 Annual dividend yield 1.3 % 1.2 % |
Schedule of option holders | Number of option holders at August 31, 2020 29 |
Schedule of compensation expense and related tax benefits for stock options | For the Three Months Ended For the Nine Months Ended Aug. 31, 2020 Aug. 31, 2019 Aug. 31, 2020 Aug. 31, 2019 Compensation expense $ 125 $ 21 $ 385 $ 205 Related tax benefit $ 26 $ 9 $ 69 $ 35 |
Schedule of unrecognized compensation expense related to nonvested stock options | Balance of Fiscal 2020 $ 124 Fiscal 2021 $ 442 Fiscal 2022 $ 377 Fiscal 2023 $ 244 Fiscal 2024 $ 120 Fiscal 2025 $ 23 |
Summary of the activity under the Griffin Stock Option Plan | For the Nine Months Ended August 31, 2020 August 31, 2019 Number of Weighted Avg. Number of Weighted Avg. Shares Exercise Price Shares Exercise Price Outstanding at beginning of period 189,822 $ 28.23 224,001 $ 28.20 Granted 111,258 $ 45.72 5,946 $ 36.99 Exercised (44,900) $ 28.73 (29,838) $ 28.71 Forfeited — $ — (7,788) $ 32.62 Outstanding at end of period 256,180 $ 35.74 192,321 $ 28.21 |
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 August 31, 2020 Exercise Price (in years) Value $23.00 - $28.00 110,972 $ 26.75 5.4 $ 2,933 $28.00 - $32.00 21,978 $ 30.02 4.6 509 $32.00 - $47.00 123,230 $ 44.84 9.3 1,027 256,180 $ 35.74 7.2 $ 4,469 |
Schedule of accumulated other comprehensive loss | For the Nine Months Ended Aug. 31, 2020 Aug. 31, 2019 Balance at beginning of period $ (3,141) $ 2,395 Other comprehensive loss before reclassifications (5,460) (6,899) Amounts reclassified 739 74 Net activity for other comprehensive loss (4,721) (6,825) Balance at end of period $ (7,862) $ (4,430) |
Schedule of components of accumulated other comprehensive loss | For the Three Months Ended August 31, 2020 August 31, 2019 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) $ 506 $ (106) $ 400 $ 8 $ (2) $ 6 Change in other comprehensive loss: Decrease in fair value of Griffin’s cash flow hedges (248) 52 (196) (3,443) 798 (2,645) Other comprehensive income (loss) $ 258 $ (54) $ 204 $ (3,435) $ 796 $ (2,639) For the Nine Months Ended August 31, 2020 August 31, 2019 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) $ 935 $ (196) $ 739 $ 96 $ (22) $ 74 Change in other comprehensive loss: Decrease in fair value of Griffin’s cash flow hedges (6,835) 1,375 (5,460) (8,896) 1,997 (6,899) Other comprehensive loss $ (5,900) $ 1,179 $ (4,721) $ (8,800) $ 1,975 $ (6,825) |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Aug. 31, 2020 | |
Leases | |
Schedule of future minimum lease payments to be received under noncancelable operating leases | The following is a schedule of minimum future cash rentals on tenant operating leases in effect as of August 31, 2020. The schedule does not reflect future rental revenues from the renewal or replacement of existing leases and excludes property operating expense reimbursements: Balance of fiscal 2020 $ 6,793 2021 26,925 2022 21,355 2023 17,990 2024 15,495 Later years 35,364 $ 123,922 |
Schedule of maturities of lease liabilities | Maturities of lease liabilities as of August 31, 2020 are as follows: Balance of Fiscal 2020 $ 34 Fiscal 2021 136 Fiscal 2022 143 Fiscal 2023 141 Fiscal 2024 140 Thereafter 269 Total undiscounted payments 863 Less: imputed interest (88) Present value of minimum lease payments $ 775 |
Supplemental Financial Statem_2
Supplemental Financial Statement Information (Tables) | 9 Months Ended |
Aug. 31, 2020 | |
Supplemental Financial Statement Information | |
Schedule of other assets | Aug. 31, 2020 Nov. 30, 2019 Deferred rent receivable $ 6,284 $ 5,740 Deferred leasing costs, net 4,964 4,468 Prepaid expenses 4,868 2,926 Intangible assets, net 2,308 1,907 Accounts receivable (primarily leases) 2,184 904 Right-of-use assets 744 — Mortgage escrows 293 515 Registration statement costs 281 281 Furniture, fixtures and equipment, net 198 193 Deposits 150 234 Deferred financing costs related to revolving lines of credit 146 256 Other 689 154 Total other assets $ 23,109 $ 17,578 |
Schedule of accounts payable and accrued liabilities | Aug. 31, 2020 Nov. 30, 2019 Trade payables $ 1,248 $ 295 Accrued construction costs and retainage 628 1,849 Accrued interest payable 610 568 Accrued salaries, wages and other compensation 562 863 Accrued lease commissions 281 223 Other 779 520 Total accounts payable and accrued liabilities $ 4,108 $ 4,318 |
Schedule of other liabilities | Aug. 31, 2020 Nov. 30, 2019 Interest rate swap liabilities $ 9,952 $ 4,052 Warrant liability 5,410 — Deferred compensation plan 3,899 5,593 Contingent value rights liability 1,261 — Prepaid rent from tenants 1,253 1,013 Lease liabilities 775 — Intangible liability, net 733 — Security deposits of tenants 691 538 Conditional asset retirement obligations 171 171 Other 103 142 Total other liabilities $ 24,248 $ 11,509 |
Schedule of interest payments | For the Three Months Ended For the Nine Months Ended Aug. 31, 2020 Aug. 31, 2019 Aug. 31, 2020 Aug. 31, 2019 $ 1,750 $ 1,609 $ 5,183 $ 4,828 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) $ / shares in Units, $ in Thousands | Aug. 24, 2020$ / sharesshares | Aug. 31, 2020USD ($)derivativelease$ / shares | Dec. 01, 2019USD ($) | Nov. 30, 2019USD ($)$ / shares |
Cash and Cash Equivalents | ||||
Cash equivalents | $ 27,561 | $ 4,299 | ||
Recent Adopted Accounting Pronouncements | ||||
Number of operating leases | lease | 2 | |||
Right-of-use assets | $ 744 | $ 858 | ||
Lease liabilities | $ 775 | $ 858 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||
Interest rate swap agreement | ||||
Interest Rate Swap Agreements | ||||
Number of Interest Rate Derivatives Held | derivative | 13 | |||
Cambiar | Securities Purchase Agreement | ||||
Recent Adopted Accounting Pronouncements | ||||
Sale of common stock | shares | 504,590 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - COVID-19 (Details) - COVID 19 | 3 Months Ended |
Aug. 31, 2020ft²tenant | |
Unusual or Infrequent Item, or Both [Line Items] | |
Rent collected (as a percent) | 99.90% |
Area of land | ft² | 59,000 |
Number of tenants in discussion | tenant | 2 |
Monthly rent, long term renewal agreement (as a percent) | 0.50% |
Long term renewal agreement term | 5 years |
Private Placement (Details)
Private Placement (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 24, 2020 | Aug. 31, 2020 |
Warrant Liability | ||
Subsidiary, Sale of Stock [Line Items] | ||
Derivative liability | $ 5,410 | |
Cambiar | ||
Subsidiary, Sale of Stock [Line Items] | ||
Percentage of warrants | 9.90% | |
Increase (Decrease) in beneficial ownership interest | 61 days | |
Cambiar | Warrant Liability | ||
Subsidiary, Sale of Stock [Line Items] | ||
Derivative liability | 5,410 | |
Fair value portion of warrants | $ 2,018 | |
Cambiar | Received Minimum Sixty One Days Prior Notice from Holder | ||
Subsidiary, Sale of Stock [Line Items] | ||
Percentage of warrants | 19.90% | |
Securities Purchase Agreement | Cambiar | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of common stock | 504,590 | |
Warrant Term | 3 years | |
Securities Purchase Agreement | Private Placement | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of common stock | 504,590 | |
Securities Purchase Agreement | Private Placement | Cambiar | ||
Subsidiary, Sale of Stock [Line Items] | ||
Additional shares of common stock | 504,590 | |
Exercise price | $ 60 | |
Share price | 50 | |
Warrant Price | $ 4 | |
Total warrant proceeds | $ 27,248 | |
Total proceeds before expenses | $ 449 | |
Percentage of ownership interest | 4.90% | |
Threshold Period for Holding of Shares | 1 year | |
Minimum period to nominate member to board of directors | 24 months | |
Contingent Value Rights Agreement [Member] | Cambiar | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of trading days, Weighted average price | 30 days | |
Maximum amount of contingent value right | $ 2,523 | |
Percentage of contingent value rights eligible on total proceeds | 10.00% |
Fair Value (Details)
Fair Value (Details) - USD ($) $ in Thousands | Aug. 31, 2020 | Nov. 30, 2019 |
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 | |
Interest rate swap liabilities | 9,952 | $ 4,052 |
Warrant Liability | ||
Financial assets and liabilities carried at fair value and measured at fair value on a recurring basis: | ||
Derivative liability | 5,410 | |
Contingent Value Rights Liability | ||
Financial assets and liabilities carried at fair value and measured at fair value on a recurring basis: | ||
Derivative liability | 1,261 | |
Recurring basis | Level 2 | ||
Financial assets and liabilities carried at fair value and measured at fair value on a recurring basis: | ||
Interest rate swap liabilities | 9,952 | $ 4,052 |
Recurring basis | Level 3 | Warrant Liability | ||
Financial assets and liabilities carried at fair value and measured at fair value on a recurring basis: | ||
Derivative liability | 5,410 | |
Recurring basis | Level 3 | Contingent Value Rights Liability | ||
Financial assets and liabilities carried at fair value and measured at fair value on a recurring basis: | ||
Derivative liability | $ 1,261 |
Fair Value - Fair value of warr
Fair Value - Fair value of warrant liability (Details) - Level 3 - Valuation Technique, Option Pricing Model | Aug. 31, 2020 |
Expected volatility | Warrant Liability | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Weighted average significant input for fair value measurement | 0.3856 |
Expected volatility | Contingent Value Rights Liability | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Weighted average significant input for fair value measurement | 0.5353 |
Risk free interest rates | Warrant Liability | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Weighted average significant input for fair value measurement | 0.0018 |
Risk free interest rates | Contingent Value Rights Liability | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Weighted average significant input for fair value measurement | 0.0014 |
Expected term (in years) | Warrant Liability | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Weighted average significant input for fair value measurement | 0.03 |
Expected term (in years) | Contingent Value Rights Liability | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Weighted average significant input for fair value measurement | 0.01 |
Annual dividend yield | Warrant Liability | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Weighted average significant input for fair value measurement | 0.0129 |
Annual dividend yield | Contingent Value Rights Liability | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Weighted average significant input for fair value measurement | 0.020 |
Fair Value - Fair value of wa_2
Fair Value - Fair value of warrant liability reconciliation (Details) $ in Thousands | 9 Months Ended |
Aug. 31, 2020USD ($) | |
Warrant Liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Initial fair value at inception, Beginning balance | $ 4,915 |
Change in fair value | 495 |
Fair value of warrant liability, Ending balance | 5,410 |
Contingent Value Rights Liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Initial fair value at inception, Beginning balance | 1,342 |
Change in fair value | (81) |
Fair value of warrant liability, Ending balance | $ 1,261 |
Fair Value - Assets and Liabili
Fair Value - Assets and Liabilities (Details) - USD ($) $ in Thousands | Aug. 31, 2020 | Nov. 30, 2019 |
Financial assets: | ||
Short-term investments | $ 1,011 | |
Financial liabilities: | ||
Revolving lines of credit | 5,875 | |
Interest rate swaps liabilities | $ 9,952 | 4,052 |
Warrant Liability | ||
Financial liabilities: | ||
Derivative liability | 5,410 | |
Contingent Value Rights Liability | ||
Financial liabilities: | ||
Derivative liability | 1,261 | |
Carrying Value | Level 1 | ||
Financial assets: | ||
Cash and cash equivalents | 27,767 | 5,874 |
Carrying Value | Level 2 | ||
Financial assets: | ||
Short-term investments | 1,011 | |
Financial liabilities: | ||
Mortgage and construction loans, net of debt issuance costs | 162,211 | 142,575 |
Revolving lines of credit | 5,875 | |
Interest rate swaps liabilities | 9,952 | 4,052 |
Carrying Value | Level 3 | Warrant Liability | ||
Financial liabilities: | ||
Derivative liability | 5,410 | |
Carrying Value | Level 3 | Contingent Value Rights Liability | ||
Financial liabilities: | ||
Derivative liability | 1,261 | |
Estimated Fair Value | Level 1 | ||
Financial assets: | ||
Cash and cash equivalents | 27,767 | 5,874 |
Estimated Fair Value | Level 2 | ||
Financial assets: | ||
Short-term investments | 1,011 | |
Financial liabilities: | ||
Mortgage and construction loans, net of debt issuance costs | 165,586 | 145,235 |
Revolving lines of credit | 5,875 | |
Interest rate swaps liabilities | 9,952 | $ 4,052 |
Estimated Fair Value | Level 3 | Warrant Liability | ||
Financial liabilities: | ||
Derivative liability | 5,410 | |
Estimated Fair Value | Level 3 | Contingent Value Rights Liability | ||
Financial liabilities: | ||
Derivative liability | $ 1,261 |
Real Estate Assets (Details)
Real Estate Assets (Details) $ in Thousands | Mar. 09, 2020USD ($)ft² | Feb. 18, 2020USD ($)ft² | Aug. 31, 2020USD ($) | Aug. 31, 2019USD ($) | Aug. 31, 2020USD ($) | Aug. 31, 2019USD ($) | Nov. 30, 2019USD ($) |
Real Estate Assets | |||||||
Land | $ 33,485 | $ 33,485 | $ 30,750 | ||||
Land improvements | 45,673 | 45,673 | 40,992 | ||||
Buildings and improvements | 236,482 | 236,482 | 220,086 | ||||
Tenant improvements | 35,100 | 35,100 | 30,318 | ||||
Machinery and equipment | 10,958 | 10,958 | 7,557 | ||||
Construction in progress | 3,954 | 3,954 | 3,542 | ||||
Development costs | 5,111 | 5,111 | 10,404 | ||||
Real estate assets, gross | 370,763 | 370,763 | 343,649 | ||||
Accumulated depreciation | (123,452) | (123,452) | (105,035) | ||||
Real estate assets, net | 247,311 | 247,311 | 238,614 | ||||
Depreciation expense | 3,063 | $ 2,583 | 8,893 | $ 7,773 | |||
Capitalized interest | 79 | $ 160 | 79 | $ 289 | |||
Real estate assets held for sale | |||||||
Real Estate Assets | |||||||
Land | 518 | 518 | 323 | ||||
Land improvements | 269 | 269 | 388 | ||||
Buildings and improvements | 417 | ||||||
Development costs | 6,133 | 6,133 | 1,009 | ||||
Real estate assets held for sale, gross | $ 6,920 | $ 6,920 | $ 2,137 | ||||
170 Sunport | |||||||
Real estate assets | |||||||
Area Of Building | ft² | 68,000 | ||||||
Cash paid for real estate | $ 5,749 | ||||||
Real estate assets fair value | 5,678 | ||||||
Intangible Assets Fair Value | $ 71 | ||||||
3320 Maggie | |||||||
Real estate assets | |||||||
Area Of Building | ft² | 108,000 | ||||||
Cash paid for real estate | $ 7,921 | ||||||
Real estate assets fair value | 7,941 | ||||||
Intangible Assets Fair Value | 770 | ||||||
Intangible liabilities fair value | $ 790 | ||||||
Land improvements | Minimum | |||||||
Real Estate Assets | |||||||
Estimated Useful Lives | 10 years | 10 years | |||||
Land improvements | Maximum | |||||||
Real Estate Assets | |||||||
Estimated Useful Lives | 30 years | 30 years | |||||
Land improvements | 170 Sunport | |||||||
Real Estate Assets | |||||||
Estimated Useful Lives | 40 years | ||||||
Land improvements | 3320 Maggie | |||||||
Real Estate Assets | |||||||
Estimated Useful Lives | 40 years | ||||||
Buildings and improvements | Minimum | |||||||
Real Estate Assets | |||||||
Estimated Useful Lives | 10 years | 10 years | |||||
Buildings and improvements | Maximum | |||||||
Real Estate Assets | |||||||
Estimated Useful Lives | 40 years | 40 years | |||||
Buildings and improvements | 170 Sunport | |||||||
Real Estate Assets | |||||||
Estimated Useful Lives | 15 years | ||||||
Buildings and improvements | 3320 Maggie | Minimum | |||||||
Real Estate Assets | |||||||
Estimated Useful Lives | 7 years | ||||||
Machinery and equipment. | Minimum | |||||||
Real Estate Assets | |||||||
Estimated Useful Lives | 3 years | 3 years | |||||
Machinery and equipment. | Maximum | |||||||
Real Estate Assets | |||||||
Estimated Useful Lives | 20 years | 20 years |
Real Estate Assets - assets hel
Real Estate Assets - assets held for sale (Details) $ in Thousands | 9 Months Ended |
Aug. 31, 2020USD ($) | |
Real Estate Assets | |
Increase in real estate held for sale, net | $ 4,783 |
Value of real estate assets reclassified as held for sale | 6,064 |
Real estate assets moved out of held for sale | 1,084 |
Value of real estate assets reclassified out of held for sale due to sale | $ 197 |
Mortgage Loans (Details)
Mortgage Loans (Details) | Jan. 23, 2020USD ($)ft²subsidiarybuilding | Dec. 20, 2019USD ($)ft²subsidiary | Jun. 30, 2020USD ($) | Aug. 31, 2020USD ($)derivativeitem | Aug. 31, 2019USD ($) | Nov. 30, 2019USD ($) | May 31, 2020 | Feb. 14, 2020 |
Long-Term Debt | ||||||||
Loans, net of debt issuance costs | $ 162,211,000 | $ 142,575,000 | ||||||
Interest rate (as a percent) | 3.50% | |||||||
Debt disclosures | ||||||||
Term of debt | 10 years | 1 year | ||||||
Amortization period of debt | 25 years | |||||||
Anticipated ineffectiveness on cash flow hedges | $ 0 | |||||||
Net fair value of interest rate swap agreements | 9,952,000 | |||||||
New mortgage | $ 5,100,000 | |||||||
Proceeds from issuance of debt | $ 26,600,000 | $ 1,265,000 | ||||||
Repayment of debt | $ 4,100,000 | |||||||
Minimum debt service coverage ratio | 1.25 | 1.25 | ||||||
Maximum percentage of loan to value | 65.00% | 67.50% | ||||||
Borrower deposited in escrow account | $ 1,000 | $ 1,000 | ||||||
Escrow account balance | 300,000 | 200,000 | ||||||
Cash flow hedges | ||||||||
Debt disclosures | ||||||||
Ineffectiveness on cash flow hedges | $ 0 | |||||||
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 | $ 5,900,000 | $ 8,800,000 | ||||||
Loss expected to be reclassified over next twelve months from accumulated other comprehensive loss to interest expense | $ 1,999,000 | |||||||
Number of interest rate swap derivatives | derivative | 13 | |||||||
LIBOR | ||||||||
Debt disclosures | ||||||||
Variable interest rate margin (as a percent) | 2.56% | |||||||
Nonrecourse mortgage loans | ||||||||
Long-Term Debt | ||||||||
Loans, prior to debt issuance costs | $ 164,423,000 | 144,473,000 | ||||||
Debt issuance costs, net | (2,212,000) | (1,898,000) | ||||||
Loans, net of debt issuance costs | $ 162,211,000 | $ 142,575,000 | ||||||
Weighted average interest rate | 4.19% | 4.31% | ||||||
Acquisition Credit Line | ||||||||
Long-Term Debt | ||||||||
Weighted average interest rate | 3.79% | |||||||
Debt disclosures | ||||||||
Minimum debt service coverage ratio | 1.25 | |||||||
Acquisition Credit Line | LIBOR | ||||||||
Debt disclosures | ||||||||
Variable interest rate margin (as a percent) | 2.75% | |||||||
4.72%, due October 3, 2022 | ||||||||
Long-Term Debt | ||||||||
Loans, prior to debt issuance costs | $ 4,096,000 | $ 4,174,000 | ||||||
Interest rate (as a percent) | 4.72% | 4.72% | ||||||
4.39%, due January 2, 2025 | ||||||||
Long-Term Debt | ||||||||
Loans, prior to debt issuance costs | 18,653,000 | $ 19,101,000 | ||||||
Interest rate (as a percent) | 4.39% | 4.39% | ||||||
4.17%, due May 1, 2026 | ||||||||
Long-Term Debt | ||||||||
Loans, prior to debt issuance costs | 12,827,000 | $ 13,115,000 | ||||||
Interest rate (as a percent) | 4.17% | 4.17% | ||||||
3.79%, November 17, 2026 | ||||||||
Long-Term Debt | ||||||||
Loans, prior to debt issuance costs | 24,158,000 | $ 24,701,000 | ||||||
Interest rate (as a percent) | 3.79% | 3.79% | ||||||
4.39%, due August 1, 2027 | ||||||||
Long-Term Debt | ||||||||
Loans, prior to debt issuance costs | 9,839,000 | $ 10,034,000 | ||||||
Interest rate (as a percent) | 4.39% | 4.39% | ||||||
3.97%, due September 1, 2027 | ||||||||
Long-Term Debt | ||||||||
Loans, prior to debt issuance costs | 11,498,000 | $ 11,673,000 | ||||||
Interest rate (as a percent) | 3.97% | 3.97% | ||||||
4.57%, due February 1, 2028 | ||||||||
Long-Term Debt | ||||||||
Loans, prior to debt issuance costs | 17,747,000 | $ 18,069,000 | ||||||
Interest rate (as a percent) | 4.57% | 4.57% | ||||||
5.09%, due July 1, 2029 GCD mortgage loan | ||||||||
Long-Term Debt | ||||||||
Loans, prior to debt issuance costs | 5,374,000 | $ 5,725,000 | ||||||
Interest rate (as a percent) | 5.09% | 5.09% | ||||||
5.09%, due July 1, 2029 TD mortgage Loan | ||||||||
Long-Term Debt | ||||||||
Loans, prior to debt issuance costs | 3,765,000 | $ 4,011,000 | ||||||
Interest rate (as a percent) | 5.09% | 5.09% | ||||||
3.60%, due January 2, 2030 | ||||||||
Long-Term Debt | ||||||||
Loans, prior to debt issuance costs | 6,406,000 | |||||||
Interest rate (as a percent) | 3.60% | 3.60% | ||||||
Debt disclosures | ||||||||
Term of debt | 10 years | |||||||
Amortization period of debt | 25 years | |||||||
New loan | $ 6,500,000 | |||||||
Area of collateralized properties (in square feet) | ft² | 100,000 | |||||||
Repayment of debt | $ 5,875,000 | |||||||
Number of subsidiaries which are party to the mortgage | subsidiary | 2 | |||||||
3.60%, due January 2, 2030 | Interest rate swap agreement | ||||||||
Debt disclosures | ||||||||
Fixed interest rate pursuant to interest rate swap agreement (as a percent) | 3.60% | |||||||
3.60%, due January 2, 2030 | LIBOR | ||||||||
Debt disclosures | ||||||||
Variable interest rate margin (as a percent) | 1.75% | |||||||
3.48% due February 1 2030 | ||||||||
Long-Term Debt | ||||||||
Loans, prior to debt issuance costs | 14,810,000 | |||||||
Interest rate (as a percent) | 3.48% | 3.48% | 3.48% | |||||
Debt disclosures | ||||||||
Term of debt | 10 years | |||||||
Amortization period of debt | 25 years | |||||||
New mortgage | $ 15,000,000 | |||||||
Number of buildings used as collateral | building | 2 | |||||||
Area of collateralized properties (in square feet) | ft² | 254,000 | |||||||
Repayment of debt | $ 3,191,000 | |||||||
Number of subsidiaries which are party to the mortgage | subsidiary | 2 | |||||||
3.50%, due July 1, 2030 | ||||||||
Long-Term Debt | ||||||||
Loans, prior to debt issuance costs | $ 5,089,000 | |||||||
Interest rate (as a percent) | 3.50% | |||||||
4.33%, due August 1, 2030 | ||||||||
Long-Term Debt | ||||||||
Loans, prior to debt issuance costs | $ 16,366,000 | $ 16,634,000 | ||||||
Interest rate (as a percent) | 4.33% | 4.33% | ||||||
4.51%, due April 1, 2034 | ||||||||
Long-Term Debt | ||||||||
Loans, prior to debt issuance costs | $ 13,795,000 | $ 14,030,000 | ||||||
Interest rate (as a percent) | 4.51% | 4.51% | ||||||
3.91%, due January 27, 2020 | ||||||||
Long-Term Debt | ||||||||
Loans, prior to debt issuance costs | $ 3,206,000 | |||||||
Interest rate (as a percent) | 3.91% | 3.91% |
Revolving Credit Agreements (De
Revolving Credit Agreements (Details) $ in Thousands | Feb. 14, 2020USD ($) | Jun. 30, 2020USD ($) | Aug. 31, 2020USD ($)ft² | Nov. 30, 2019USD ($) | Sep. 19, 2019ft² |
Revolving credit agreement | |||||
Maximum percentage of loan to value | 65.00% | 67.50% | |||
Minimum debt service coverage ratio | 1.25 | 1.25 | |||
Repayment of the credit line | $ 4,100 | ||||
LIBOR | |||||
Revolving credit agreement | |||||
Variable interest rate margin (as a percent) | 2.56% | ||||
Webster Credit Line | |||||
Revolving credit agreement | |||||
Maximum borrowing capacity | $ 19,500 | ||||
Holdback amount | $ 306 | ||||
Maximum percentage of loan to value | 72.00% | ||||
Minimum liquidity | $ 5,000 | ||||
Fixed charge coverage ratio | 1.1 | ||||
Standby letters of credit aggregate amount | $ 484 | ||||
Outstanding borrowings under credit line | $ 0 | ||||
Webster Credit Line | Griffin Center South, Bloomfield, CT | |||||
Revolving credit agreement | |||||
Area of collateralized properties (in square feet) | ft² | 235,000 | ||||
Webster Credit Line | Single-story office building in Griffin Center | |||||
Revolving credit agreement | |||||
Area of collateralized properties (in square feet) | ft² | 48,000 | ||||
Webster Credit Line | Industrial/warehouse building | |||||
Revolving credit agreement | |||||
Area of collateralized properties (in square feet) | ft² | 31,000 | ||||
Webster Credit Line | LIBOR | |||||
Revolving credit agreement | |||||
Variable interest rate margin (as a percent) | 2.50% | ||||
Acquisition Credit Line | |||||
Revolving credit agreement | |||||
Maximum borrowing capacity | $ 15,000 | ||||
Minimum liquidity | $ 5,000 | ||||
Fixed charge coverage ratio | 1.1 | ||||
Purchase price of real estate acquisitions (as a percent) | 65.00% | ||||
Maximum period for obtaining permanent finance from date of drawn | 135 days | ||||
Minimum debt service coverage ratio | 1.25 | ||||
Minimum net worth | $ 80,000 | ||||
Maximum percentage of total debt plus preferred stock to total assets allowed | 50.00% | ||||
Outstanding borrowings under credit line | $ 0 | $ 5,875 | |||
Weighted average interest rate | 3.79% | ||||
Acquisition Credit Line | 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 | 9 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | |
Earnings per share: | ||||
Net (loss) income | $ (641) | $ 1,017 | $ (1,654) | $ 6,250 |
Weighted average shares outstanding for computation of basic per share results | 5,179,000 | 5,073,000 | 5,126,000 | 5,068,000 |
Incremental shares from assumed exercise of Griffin stock options | 40,000 | 34,000 | ||
Adjusted weighted average shares for computation of diluted per share results | 5,179,000 | 5,113,000 | 5,126,000 | 5,102,000 |
Incremental shares from assumed exercise of stock options excluded due to anti-dilutive effect | 76,000 | 60,000 | ||
Warrant | ||||
Earnings per share: | ||||
Incremental shares from assumed exercise of stock options excluded due to anti-dilutive effect | 504,590 | 504,590 |
Stockholders' Equity - At-the-M
Stockholders' Equity - At-the-Market Equity Offering Program (Details) - USD ($) | Apr. 11, 2018 | May 10, 2018 |
At-the-Market Equity Offering Program | ||
Maximum offering from universal shelf registration | $ 50,000 | |
Offering period | P3Y | |
Baird | ATM Program | ||
At-the-Market Equity Offering Program | ||
Authorized to issue common stock | $ 30,000 |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Option Grants, Activity And Expense (Details) $ / shares in Units, $ in Thousands | Mar. 09, 2020USD ($)$ / sharesshares | Mar. 03, 2020$ / sharesshares | Aug. 31, 2020USD ($)individual$ / sharesshares | Feb. 29, 2020$ / sharesshares | Aug. 31, 2019USD ($)$ / sharesshares | May 31, 2019 | Feb. 28, 2019$ / sharesshares | Aug. 31, 2020USD ($)individual$ / sharesshares | Aug. 31, 2019USD ($)$ / sharesshares |
2009 Stock Option Plan | |||||||||
Granted (in shares) | 111,258 | 5,946 | |||||||
Exercise of stock options (shares) | 44,900 | 29,838 | |||||||
Proceeds from exercise of stock options | $ | $ 210 | $ 98 | |||||||
Assumptions used in determining the fair value of the stock options granted | |||||||||
Expected volatility (as a percent) | 30.90% | ||||||||
Risk free interest rates (as a percent) | 2.30% | ||||||||
Expected option term (in years) | 8 years 6 months | 8 years 6 months | |||||||
Annual dividend yield (as a percent) | 1.20% | ||||||||
Other Disclosures | |||||||||
Number of option holders | individual | 29 | 29 | |||||||
Unrecognized compensation expense related to non-vested stock options that will be recognized during future periods | |||||||||
Balance of Fiscal 2020 | $ | $ 124 | $ 124 | |||||||
Fiscal 2021 | $ | 442 | 442 | |||||||
Fiscal 2022 | $ | 377 | 377 | |||||||
Fiscal 2023 | $ | 244 | 244 | |||||||
Fiscal 2024 | $ | 120 | 120 | |||||||
Fiscal 2025 | $ | $ 23 | $ 23 | |||||||
Griffin's stock option activity | |||||||||
Outstanding at beginning of period (in shares) | 189,822 | 224,001 | 189,822 | 224,001 | |||||
Granted (in shares) | 111,258 | 5,946 | |||||||
Exercised (in shares) | (44,900) | (29,838) | |||||||
Forfeited (in shares) | (7,788) | ||||||||
Outstanding at end of period (in shares) | 256,180 | 192,321 | 256,180 | 192,321 | |||||
Weighted Avg. Exercise Price | |||||||||
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 28.23 | $ 28.20 | $ 28.23 | $ 28.20 | |||||
Granted (in dollars per share) | $ / shares | 45.72 | 36.99 | |||||||
Exercised (in dollars per share) | $ / shares | 28.73 | 28.71 | |||||||
Forfeited (in dollars per share) | $ / shares | 32.62 | ||||||||
Outstanding at end of period (in dollars per share) | $ / shares | $ 35.74 | $ 28.21 | $ 35.74 | $ 28.21 | |||||
Minimum | |||||||||
Assumptions used in determining the fair value of the stock options granted | |||||||||
Expected volatility (as a percent) | 29.70% | ||||||||
Risk free interest rates (as a percent) | 0.50% | ||||||||
Annual dividend yield (as a percent) | 1.30% | ||||||||
Maximum | |||||||||
Assumptions used in determining the fair value of the stock options granted | |||||||||
Expected volatility (as a percent) | 30.30% | ||||||||
Risk free interest rates (as a percent) | 0.90% | ||||||||
2009 Stock Option Plan | |||||||||
2009 Stock Option Plan | |||||||||
Expiration term | 10 years | ||||||||
Number of options that may be exercised as stock appreciation rights | 0 | 0 | |||||||
Granted (in shares) | 48,000 | 0 | |||||||
Exercise price (in dollars per share) | $ / shares | $ 45.98 | ||||||||
Compensation expense for stock options | |||||||||
Compensation expense (benefit) | $ | $ 125 | $ 21 | $ 385 | $ 205 | |||||
Related tax benefit (expense) | $ | $ 26 | $ 9 | $ 69 | $ 35 | |||||
Griffin's stock option activity | |||||||||
Granted (in shares) | 48,000 | 0 | |||||||
2009 Stock Option Plan | Minimum | |||||||||
Compensation expense for stock options | |||||||||
Forfeiture rates (as a percent) | 0.00% | 0.00% | |||||||
2009 Stock Option Plan | Minimum | Employee | |||||||||
Compensation expense for stock options | |||||||||
Forfeiture rates (as a percent) | 38.30% | 38.30% | |||||||
2009 Stock Option Plan | Minimum | Executives | |||||||||
Compensation expense for stock options | |||||||||
Forfeiture rates (as a percent) | 17.90% | 17.90% | |||||||
2009 Stock Option Plan | Maximum | |||||||||
Compensation expense for stock options | |||||||||
Forfeiture rates (as a percent) | 2.00% | 2.00% | |||||||
2020 Incentive Award Plan | |||||||||
2009 Stock Option Plan | |||||||||
Number of shares authorized | 300,000 | ||||||||
Granted (in shares) | 52,000 | ||||||||
Exercise price (in dollars per share) | $ / shares | $ 46.91 | $ 46.91 | |||||||
Exercise of stock options (shares) | 53,293 | ||||||||
Proceeds from exercise of stock options | $ | $ 2,500 | ||||||||
Griffin's stock option activity | |||||||||
Granted (in shares) | 52,000 | ||||||||
Exercised (in shares) | (53,293) | ||||||||
2020 Incentive Award Plan and 2009 Stock Option Plan | Non-employee directors | |||||||||
2009 Stock Option Plan | |||||||||
Granted (in shares) | 111,258 | 5,946 | |||||||
Fair values of stock options granted (in dollars per share) | $ / shares | $ 12.87 | ||||||||
Griffin's stock option activity | |||||||||
Granted (in shares) | 111,258 | 5,946 | |||||||
2020 Incentive Award Plan and 2009 Stock Option Plan | Minimum | |||||||||
2009 Stock Option Plan | |||||||||
Fair values of stock options granted (in dollars per share) | $ / shares | $ 11 | ||||||||
2020 Incentive Award Plan and 2009 Stock Option Plan | Maximum | |||||||||
2009 Stock Option Plan | |||||||||
Fair values of stock options granted (in dollars per share) | $ / shares | $ 14.17 |
Stockholders' Equity - Range Of
Stockholders' Equity - Range Of Exercise Prices (Details) - 2009 Stock Option Plan $ / shares in Units, $ in Thousands | 9 Months Ended |
Aug. 31, 2020USD ($)$ / sharesshares | |
2009 Stock Option Plan | |
Outstanding at ending of the year (in shares) | shares | 256,180 |
Weighted Avg. Exercise Price (in dollars per share) | $ 35.74 |
Weighted Avg. Remaining Contractual Life | 7 years 2 months 12 days |
Total Intrinsic Value | $ | $ 4,469 |
$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 | 110,972 |
Weighted Avg. Exercise Price (in dollars per share) | $ 26.75 |
Weighted Avg. Remaining Contractual Life | 5 years 4 months 24 days |
Total Intrinsic Value | $ | $ 2,933 |
$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 | 21,978 |
Weighted Avg. Exercise Price (in dollars per share) | $ 30.02 |
Weighted Avg. Remaining Contractual Life | 4 years 7 months 6 days |
Total Intrinsic Value | $ | $ 509 |
$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) | $ 47 |
Outstanding at ending of the year (in shares) | shares | 123,230 |
Weighted Avg. Exercise Price (in dollars per share) | $ 44.84 |
Weighted Avg. Remaining Contractual Life | 9 years 3 months 18 days |
Total Intrinsic Value | $ | $ 1,027 |
Stockholders' Equity - Accumula
Stockholders' Equity - Accumulated Other Comprehensive Income Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | |
Change in accumulated other comprehensive loss, net of tax | ||||
Balance at the beginning of the year | $ (3,141) | |||
Other comprehensive (loss) income before reclassifications | $ (196) | $ (2,645) | (5,460) | $ (6,899) |
Reclassifications included in net (loss) income | 400 | 6 | 739 | 74 |
Balance at the end of the year | (7,862) | (7,862) | ||
Unrealized Gain (Loss) on Cash Flow Hedges | ||||
Change in accumulated other comprehensive loss, net of tax | ||||
Balance at the beginning of the year | (3,141) | 2,395 | ||
Other comprehensive (loss) income before reclassifications | (5,460) | (6,899) | ||
Reclassifications included in net (loss) income | 739 | 74 | ||
Net activity for other comprehensive income | (4,721) | (6,825) | ||
Balance at the end of the year | $ (7,862) | $ (4,430) | $ (7,862) | $ (4,430) |
Stockholders' Equity - AOCI T2
Stockholders' Equity - AOCI T2 rows (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss) | ||||
Reclassifications, before tax | $ 506 | $ 8 | $ 935 | $ 96 |
Reclassifications, tax (expense) benefit | (106) | (2) | (196) | (22) |
Reclassifications, net of tax | 400 | 6 | 739 | 74 |
Other changes, before reclassifications, before tax | (248) | (3,443) | (6,835) | (8,896) |
Other changes, before reclassifications, tax (expense) benefit | 52 | 798 | 1,375 | 1,997 |
Total other changes before reclassifications, net of tax | (196) | (2,645) | (5,460) | (6,899) |
Total other comprehensive (loss) income, before tax | (5,900) | (8,800) | ||
Total income tax benefit (expense) included in other comprehensive (loss) income | 1,179 | 1,975 | ||
Total other comprehensive income (loss), net of tax | 204 | (2,639) | (4,721) | (6,825) |
Accumulated Other Comprehensive Income (Loss) | ||||
Accumulated Other Comprehensive Income (Loss) | ||||
Total other comprehensive (loss) income, before tax | 258 | (3,435) | ||
Total income tax benefit (expense) included in other comprehensive (loss) income | (54) | 796 | ||
Total other comprehensive income (loss), net of tax | $ 204 | $ (2,639) | (4,721) | (6,825) |
Unrealized Gain (Loss) on Cash Flow Hedges | ||||
Accumulated Other Comprehensive Income (Loss) | ||||
Reclassifications, net of tax | 739 | 74 | ||
Total other changes before reclassifications, net of tax | $ (5,460) | $ (6,899) |
Stockholders' Equity - Stock Re
Stockholders' Equity - Stock Repurchases, Cash Dividend (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 9 Months Ended | ||
May 31, 2020 | May 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | |
Cash Dividends | ||||
Cash dividends declared (in dollars per share) | $ 0 | $ 0 | ||
Cash dividend paid | $ 2,538 | $ 2,279 |
Leases - Lessor (Details)
Leases - Lessor (Details) $ in Thousands | Aug. 31, 2020USD ($) |
Future minimum rental payments to be received under noncancelable leases | |
Balance of fiscal 2020 | $ 6,793 |
2021 | 26,925 |
2022 | 21,355 |
2023 | 17,990 |
2024 | 15,495 |
Later years | 35,364 |
Total | $ 123,922 |
Leases - Lessee (Details)
Leases - Lessee (Details) | 9 Months Ended | 12 Months Ended | |
Aug. 31, 2020USD ($) | Nov. 30, 2016ft² | Dec. 01, 2019USD ($) | |
Operating leases assets and liabilities | |||
Operating Lease, Right-of-Use Asset | $ 744,000 | $ 858,000 | |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other Assets. | ||
Operating Lease, Liability | $ 775,000 | $ 858,000 | |
Operating Lease, Liability, Statement of Financial Position [Extensible List] | Other Liabilities. | ||
Lessee, Operating Sublease, Description [Abstract] | |||
Term of sublease | 10 years | ||
Area of subleased property | ft² | 1,920 | ||
Lease terms | |||
Discount rate | 3.50% | ||
Lease expense | $ 104 | ||
Weighted-average remaining lease term | 6 years 1 month 6 days |
Leases - Lease Liabilities (Det
Leases - Lease Liabilities (Details) - USD ($) $ in Thousands | Aug. 31, 2020 | Dec. 01, 2019 |
Maturities of leases liabilities | ||
Balance of Fiscal 2020 | $ 34 | |
Fiscal 2021 | 136 | |
Fiscal 2022 | 143 | |
Fiscal 2023 | 141 | |
Fiscal 2024 | 140 | |
Thereafter | 269 | |
Total undiscounted payments | 863 | |
Less: imputed interest | (88) | |
Present value of minimum lease payments | $ 775 | $ 858 |
Supplemental Financial Statem_3
Supplemental Financial Statement Information - AFS Securities (Details) - USD ($) $ in Thousands | Aug. 31, 2020 | Nov. 30, 2019 |
Investments - Held-to-maturity Securities | ||
Repurchase agreements | $ 0 | $ 1,011 |
Supplemental Financial Statem_4
Supplemental Financial Statement Information - Other And Intangible Assets (Details) - USD ($) $ in Thousands | Aug. 31, 2020 | Dec. 01, 2019 | Nov. 30, 2019 |
Other Assets | |||
Deferred rent receivable | $ 6,284 | $ 5,740 | |
Deferred leasing costs, net | 4,964 | 4,468 | |
Prepaid expenses | 4,868 | 2,926 | |
Intangible assets, net | 2,308 | 1,907 | |
Account receivable (primary leases) | 2,184 | 904 | |
Right-of-use assets | 744 | $ 858 | |
Mortgage escrows | 293 | 515 | |
Registration statement costs | 281 | 281 | |
Furniture, fixtures and equipment, net | 198 | 193 | |
Deposits | 150 | 234 | |
Deferred financing costs related to revolving lines of credit | 146 | 256 | |
Other | 689 | 154 | |
Total other assets | $ 23,109 | $ 17,578 |
Supplemental Financial Statem_5
Supplemental Financial Statement Information - Liabilities (Details) - USD ($) $ in Thousands | Aug. 31, 2020 | Dec. 01, 2019 | Nov. 30, 2019 |
Accounts Payable and Accrued Liabilities | |||
Trade payables | $ 1,248 | $ 295 | |
Accrued construction costs and retainage | 628 | 1,849 | |
Accrued interest payable | 610 | 568 | |
Accrued salaries, wages and other compensation | 562 | 863 | |
Accrued lease commissions | 281 | 223 | |
Other | 779 | 520 | |
Total accounts payable and accrued liabilities | 4,108 | 4,318 | |
Other Liabilities | |||
Interest rate swap liabilities | 9,952 | 4,052 | |
Deferred compensation plan | 3,899 | 5,593 | |
Prepaid rent from tenants | 1,253 | 1,013 | |
Lease liabilities | 775 | $ 858 | |
Intangible liability, net | 733 | ||
Security deposits of tenants | 691 | 538 | |
Conditional asset retirement obligations | 171 | 171 | |
Other | 103 | 142 | |
Total other liabilities | 24,248 | $ 11,509 | |
Warrant Liability | |||
Other Liabilities | |||
Derivative liability | 5,410 | ||
Contingent Value Rights Liability | |||
Other Liabilities | |||
Derivative liability | $ 1,261 |
Supplemental Financial Statem_6
Supplemental Financial Statement Information - Cash flow, etc. (Details) - USD ($) $ in Thousands | Jun. 26, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 |
Supplemental Cash Flow Information | |||||
Treasury shares | 20,601 | 22,390 | 20,601 | 22,390 | |
Treasury stock | $ 1,079 | $ 846 | $ 1,079 | $ 846 | |
Increase (decrease) in accounts payable and accrued liabilities related to additions to real estate assets | (1,221) | 1,483 | |||
Deferred Compensation Plan | |||||
Decrease in deferred compensation liability | 1,927 | ||||
Interest paid | |||||
Interest payments | 1,750 | 1,609 | $ 5,183 | $ 4,828 | |
Income tax rate | |||||
Income tax benefit rate (as a percent) | 16.60% | 23.40% | |||
Income Taxes | |||||
Income tax benefit (provision) | (291) | (814) | $ (562) | $ 689 | |
Current income tax expense | 1,621 | ||||
Income tax benefit due to permanent differences | 368 | ||||
Pretax income (loss) | $ (932) | $ 203 | (2,216) | 6,939 | |
Benefit arising from partial reduction of valuation allowance on deferred tax assets | 873 | ||||
Income tax benefit from exercise of stock options | $ 194 | $ 59 | |||
Capital based tax phasing period | 4 years |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | Aug. 27, 2020USD ($)aft² | Jul. 17, 2020USD ($)ft²aitem | Feb. 03, 2020USD ($)a | Dec. 10, 2019USD ($)a | Aug. 31, 2020USD ($)ft² | Jun. 24, 2020USD ($)a |
Purchase and sale obligations | ||||||
Area of land to be acquired | ft² | 210,000 | |||||
Obligations For Investments In Real Estate Assets | ||||||
Purchase and sale obligations | ||||||
Purchase obligations | $ 8,030 | |||||
Area Of Building | ft² | 103,000 | |||||
East Granby And Windsor Ct Site [Member] | ||||||
Purchase and sale obligations | ||||||
Purchase Option Term | 1 year | |||||
Area of land | a | 280 | |||||
Option Period Of Extension Upon Payment Of Additional Fees | 2 years | |||||
East Granby And Windsor Ct Site [Member] | Minimum | ||||||
Purchase and sale obligations | ||||||
Purchase price | $ 6,000 | |||||
East Granby And Windsor Ct Site [Member] | Maximum | ||||||
Purchase and sale obligations | ||||||
Purchase price | $ 7,950 | |||||
Meadowood Land | ||||||
Purchase and sale obligations | ||||||
Purchase Option Term | 12 months | |||||
Sale price of land | $ 5,400 | |||||
Area of land | a | 277 | |||||
Agreement Term of Extension | 6 months | |||||
Undeveloped land in Lehigh valley | ||||||
Purchase and sale obligations | ||||||
Sale price of land | $ 3,100 | |||||
Area of land | a | 18 | |||||
Undeveloped land abuts land in Lehigh valley | ||||||
Purchase and sale obligations | ||||||
Sale price of land | $ 1,100 | |||||
Area of land | a | 5 | |||||
Undeveloped land in Orlando | ||||||
Purchase and sale obligations | ||||||
Sale price of land | $ 5,250 | |||||
Number of planned development buildings | item | 2 | |||||
Area of land to be acquired | ft² | 195,000 | |||||
Area of land | a | 14 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent events $ in Thousands | Sep. 28, 2020USD ($)ft² | Sep. 21, 2020USD ($)ft² |
5 and 7 Waterside Crossing | ||
Subsequent events | ||
Sale price of land | $ 6,250 | |
Area of building | ft² | 161,000 | |
Office or Flex Building at 55 Griffin Road South | ||
Subsequent events | ||
Sale price of land | $ 1,400 | |
Area of building | ft² | 40,000 | |
Sale as Per current terms of agreement | 5 and 7 Waterside Crossing | ||
Subsequent events | ||
Gain (loss) on sale of assets | $ 1,700 | |
Sale as Per current terms of agreement | Office or Flex Building at 55 Griffin Road South | ||
Subsequent events | ||
Gain (loss) on sale of assets | $ 1,000 |