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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
October 8, 2004
(Date of earliest event reported)
GRIFFIN LAND & NURSERIES, INC.
(Exact name of registrant as specified in charter)
DELAWARE 0-29288 06-0868496
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
ONE ROCKEFELLER PLAZA, NEW YORK, NEW YORK 10020
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(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (212) 218-7910
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Item 2.02. Results of Operations and Financial Condition
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On October 8, 2004 the Registrant issued a press release
announcing its results of operations for its 2004 third quarter.
Attached as Exhibit 99.1 to the report is the Registrant's
October 8, 2004 Press Release, which is incorporated herein
by reference.
Item 9.01. Financial Statements and Exhibits
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Exhibit 99.1: Registrant's October 8, 2004 Press Release
(attached hereto.)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GRIFFIN LAND & NURSERIES, INC.
/s/ Anthony J. Galici
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Anthony J. Galici
Vice President, Chief Financial Officer and
Secretary
Dated: October 8, 2004
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NEWS FROM: Exhibit 99.1
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GRIFFIN LAND & NURSERIES, INC. CONTACT:
ANTHONY GALICI
CHIEF FINANCIAL OFFICER
(860) 653-4541
GRIFFIN ANNOUNCES THIRD QUARTER RESULTS
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NEW YORK, NEW YORK (OCTOBER 8, 2004) GRIFFIN LAND & NURSERIES, INC. (NASDAQ:
GRIF) ("GRIFFIN")today reported a 2004 third quarter operating loss of
($1,810,000) on net sales and other revenue of $11,081,000, as compared to an
operating loss of ($1,323,000) on net sales and other revenue of $7,452,000 for
the 2003 third quarter. For the 2004 nine month period, Griffin reported an
operating loss of ($2,904,000) on net sales and other revenue of $36,441,000, as
compared to an operating loss of ($978,000) on net sales and other revenue of
$32,416,000 for the 2003 nine month period.
The higher net sales and other revenue in the 2004 third quarter and nine
month period principally reflect the 2004 third quarter sale, for cash proceeds
of $3.0 million, of the remaining development rights at Walden Woods, Griffin
Land's residential development in Windsor, Connecticut. Griffin's increase in
operating losses in the 2004 third quarter and nine month period principally
reflects increased operating losses at Imperial Nurseries, Inc. ("Imperial"),
Griffin's landscape nursery business, and lower operating profit at Griffin
Land, Griffin's Connecticut and Massachusetts based real estate division.
The lower operating profit at Griffin Land in the 2004 third quarter and
nine month period reflected a small loss on the Walden Woods sale, due to the
accumulation of costs over the many years of that residential development.
Lower results at Griffin Land for the nine month period also reflected higher
expenses, the writeoff of costs related to two potential property sales that did
not take place, and higher depreciation expense due to a new industrial building
placed in service at the beginning of this year. Although not fully reflected
in historical results, increased market activity this year, particularly by
users of industrial space, has resulted in leases for 54,000 square feet of the
new 117,000 square foot industrial building that was completed at the beginning
of this year as well as new leases totaling 36,000 square feet in other
buildings in Griffin Land's portfolio. There remains in the market strong
expressions of interest by prospective users of industrial space, which may lead
to additional leasing activity in the near-term.
The higher operating losses at Imperial were due principally to increased
charges for unsaleable inventories in the 2004 third quarter and nine month
period versus the comparable 2003 periods. The increase in the unsaleable
inventory charges was due to disease and horticultural issues that resulted from
excessive rainfall at Imperial's northern Florida operation and the lack of sell
through, particularly at Imperial's Connecticut operation, of certain
inventories, which then became unsaleable.
Griffin reported a 2004 third quarter net loss of ($1,221,000) and a basic
and diluted net loss per share of ($0.25) as compared to a 2003 third quarter
net loss of ($1,186,000) and a basic and diluted net loss per share of ($0.24)
and ($0.25), respectively. For the 2004 nine month period, Griffin reported net
income of $32,182,000 and basic and diluted net income per share of $6.57 and
$6.31, respectively, as compared to a net loss of ($2,352,000) and a basic and
diluted net loss per share of ($0.48) for the 2003 nine month period.
The 2004 nine month period includes a $51.1 million pretax gain and a $1.1
million foreign currency exchange gain as a result of the sale, completed in the
second quarter, of Griffin's investment in Centaur Communications, Ltd.
("Centaur"), a publishing company based in the United Kingdom in which Griffin
held a 35% interest. The sale of Centaur and the related foreign currency
exchange gain generated cash proceeds of $70 million after transaction expenses
of $1.5 million. Griffin also received 6.5 million shares of common stock in
Centaur Holdings, PLC ("Centaur Holdings"), the buyer company that completed an
initial public offering of its common stock and is now trading on the
Alternative Investment Market of the London Stock Exchange. A portion of the
proceeds were used by Griffin for income tax payments and to repay the entire
amount outstanding ($18.4 million) under its revolving credit agreement, which
was then terminated. Principally as a result of the early termination of the
credit agreement, Griffin's corporate and general and administrative expenses
were higher in the 2004 nine month period as compared to the 2003 nine month
period due to the writeoff of unamortized costs related to the credit agreement.
Griffin expects that the balance of the proceeds from the Centaur sale will be
used for additional real estate investment. However, there are no specific real
estate investments planned at this time, and such investments may or may not
occur based on many factors, including real estate pricing.
Forward-Looking Statements:
This Press Release includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act and Section 21E of the Exchange Act.
Although Griffin believes that its plans, intentions and expectations reflected
in such forward-looking statements are reasonable, it can give no assurance that
such plans, intentions or expectations will be achieved. The projected
information disclosed herein is based on assumptions and estimates that, while
considered reasonable by Griffin as of the date hereof, are inherently subject
to significant business, economic, competitive and regulatory uncertainties and
contingencies, many of which are beyond the control of Griffin.
Griffin Land & Nurseries, Inc.
Consolidated Condensed Statement of Operations
(amounts in thousands, except per share data)
(unaudited)
Third Quarter Ended, Nine Months Ended,
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Aug. 28, 2004 Aug. 30, 2003 Aug. 28, 2004 Aug. 30, 2003
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Net sales and other revenue:
Landscape nursery business . . . . . . $ 5,077 $ 4,640 $ 24,624 $ 23,956
Real estate business . . . . . . . . . 6,004 2,812 11,817 8,460
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Total net sales and other revenue. . . 11,081 7,452 36,441 32,416
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Operating profit (loss):
Landscape nursery business . . . . . . (1,514) (1,263) (1,488) (707)
Real estate business . . . . . . . . . 160(1) 438(1) 514(1) 1,079(1)
General corporate expense. . . . . . . (456) (498) (1,930) (1,350)
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Total operating loss . . . . . . . . . (1,810) (1,323) (2,904) (978)
Gain on sale of Centaur Communications,
Ltd. . . . . . . . . . . . . . . . . - - 51,107 -
Foreign currency exchange gain . . . . - - 1,070 -
Interest expense, net of interest
income and gains on short-term
investments . . . . . . . . . . . . (464)(2) (642)(2) (1,690)(2) (1,936)(2)
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(Loss) income before taxes . . . . . . (2,274) (1,965) 47,583 (2,914)
Income tax (benefit) provision . . . . (1,053) (702) 15,729 (1,043)
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(Loss) income before equity investment (1,221) (1,263) 31,854 (1,871)
Income (loss) from equity investment . - 77 328 (481)
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Net (loss) income. . . . . . . . . . ($1,221) ($1,186) $ 32,182 ($2,352)
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Basic net (loss) income per
common share . . . . . . . . . . . ($0.25) ($0.24) $ 6.57 ($0.48)
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Diluted net (loss) income per
common share (3) . . . . . . . . . ($0.25) ($0.25) $ 6.31 ($0.48)
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Weighted average common shares
outstanding for computation of
basic per share results . . . . . 4,918 4,877 4,899 4,872
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Weighted average common shares
outstanding for computation of
diluted per share results . . . . 4,918 4,877 5,093 4,872
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(1) Includes depreciation and amortization expense, principally related to real estate properties,
in the 2004 third quarter and 2004 nine month period of $0.8 million and $$2.4 million,
respectively, as compared to depreciation and amortization expense in the 2003 third
quarter and 2003 nine month period of $0.8 million and $2.2 million, respectively.
(2) Includes interest on nonrecourse mortgages of certain real estate properties in the 2004 third
quarter and 2004 nine month period of $0.6 million and $1.8 million, respectively, as compared
to interest on nonrecourse mortgages in the 2003 third quarter and 2003 nine month period of
$0.6 million and $1.7 million, respectively.
(3) Includes the effect of stock options outstanding at Griffin's equity investee, Centaur, prior
to the sale of that investment.