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
February 14, 2003
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 9. Regulation FD Disclosure
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Registrant's February 14, 2003 Press Release is attached hereto as
Exhibit 99.1 and incorporated by reference into this Item 9.
Exhibit 99.1: Registrant's February 14, 2003 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: February 14, 2003
NEWS FROM: Exhibit 99.1
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GRIFFIN LAND & NURSERIES, INC. CONTACT:
ANTHONY GALICI
CHIEF FINANCIAL OFFICER
(860) 653-4541
GRIFFIN ANNOUNCES FOURTH QUARTER RESULTS
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NEW YORK, NEW YORK (FEBRUARY 14, 2003) GRIFFIN LAND & NURSERIES, INC. (NASDAQ:
GRIF) ("GRIFFIN") today reported a 2002 fourth quarter operating loss of
($1,159,000) on net sales and other revenue of $5,486,000 as compared to an
operating loss of ($990,000) on net sales of $4,805,000 for the 2001 fourth
quarter. For the 2002 full year, Griffin reported an operating loss of
($2,288,000) on net sales and other revenue of $33,961,000 as compared to an
operating loss of ($3,182,000) on net sales and other revenue of $32,013,000 for
the 2001 full year. Griffin's operating loss for the 2001 full year includes a
loss of approximately ($800,000) from the operations of the sales and service
centers (the "SSCs") of Imperial Nurseries, Inc ("Imperial"), Griffin's
landscape nursery business, prior to Imperial's sale of the SSCs in the 2001
first quarter.
Operating results at Imperial were lower in the 2002 fourth quarter as
compared to the 2001 fourth quarter due principally to higher charges for
unsaleable inventories. Imperial's 2002 full year operating loss was
substantially the same as the 2001 full year operating loss (excluding the SSC
operations) as the additional gross profit generated from higher sales in 2002
was substantially offset by higher charges for unsaleable inventory, which were
$1,840,000 in 2002 as compared to $600,000 in 2001. The increase in inventory
charges was due to crop failures in certain plant varieties and poor results
from the propagation of new plants. Operating results at Griffin's real estate
division, Griffin Land, were higher in the 2002 fourth quarter and the 2002 full
year versus the comparable periods in 2001 due principally to higher profit on
land sales.
Griffin reported 2002 fourth quarter net income of $1,262,000 and basic and
diluted net income per share of $0.26 and $0.25, respectively, as compared to a
2001 fourth quarter net loss of ($2,362,000) and a basic and diluted net loss
per share of ($0.49). The 2002 fourth quarter results included a tax benefit of
approximately $1,500,000 from the reversal of a tax liability as a result of the
favorable settlement of tax examinations of prior years. The 2001 fourth quarter
included a pretax charge of $2,225,000 to write-down Griffin's investment in
Linguaphone Group, plc.
For the 2002 full year, Griffin reported net income of $2,925,000 and basic
and diluted net income per share of $0.60 and $0.53, respectively as compared to
net income of $1,137,000 and basic and diluted net income per share of $0.23 and
$0.22, respectively, for the 2001 full year. The 2002 full year includes the tax
benefit item described above and substantially higher results from its equity
investment in Centaur Communications Ltd. ("Centaur"), a publishing company
based in the United Kingdom. Griffin's 2002 full year equity income from Centaur
of $3,642,000, as compared to an equity loss of ($353,000) for the 2001 full
year, reflects a gain by Centaur, of which Griffin's allocable share was
approximately $8,400,000, on the sale of its business that provided on-line
legal information. The gain was partially offset by a goodwill impairment charge
at Centaur for which Griffin's allocable share was approximately $5,000,000.
Centaur's operating results have been hampered by a weak economy in the United
Kingdom.
Griffin's 2001 full year results included the investment write-down
described above and a pretax gain of $9,469,000 on Imperial's sale of its SSCs.
Griffin's interest expense, net of interest income, increased from $784,000 in
the 2001 full year to $1,593,000 in the 2002 full year due to a higher debt
level in 2002, reflecting Griffin's investment in its operating businesses.
Griffin operates landscape nursery and real estate businesses and has a 35%
equity investment in Centaur.
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)
Fourth Quarter Ended, Fiscal Year Ended,
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Nov. 30, 2002 Dec.1, 2001 Nov. 30, 2002 Dec.1, 2001
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Net sales and other revenue $ 5,486 $ 4,805 $ 33,961 $ 32,013 (1)
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Operating loss (1,159) (2) (990) (2,288) (2) (3,182) (1)(2)
Gain on sale of Sales and Service Centers - - - 9,469
Write-down of investment - (2,225) (3) - (2,225) (3)
Interest expense, net (423) (279) (1,593) (784)
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(Loss) income before taxes (1,582) (3,494) (3,881) 3,278
Income tax (benefit) provision (2,336) (4) (887) (3,164) (4) 1,788
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(Loss) income before equity investment 754 (2,607) (717) 1,490
Income (loss) from equity investment 508 245 3,642 (5) (353)
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Net income (loss) $ 1,262 ($ 2,362) $ 2,925 $ 1,137
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Basic net income (loss) per common share $ 0.26 ($ 0.49) $ 0.60 $ 0.23
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Diluted net income (loss) per common share (6) $ 0.25 ($0.49) $ 0.53 $ 0.22
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Weighted average common shares outstanding 4,865 4,863 4,864 4,863
for computation of basic per share results ========= ========= ========= =========
Weighted average common shares outstanding 4,971 4,863 4,971 4,977
for computation of diluted per share results ========= ========= ========= =========
(1) In January 2001, Griffin's subsidiary, Imperial Nurseries, Inc. ("Imperial"), sold its sales and service
centers (the "SSCs"). The SSCs had net sales of approximately $1.9 million and an operating loss,
before Imperial's central overhead expenses, of approximately $0.8 million in the 2001 first quarter
before they were sold.
(2) Griffin's operating results include unsaleable inventory charges of $0.5 million in the 2002 fourth quarter
and $1.8 million and $0.6 million in the 2002 and 2001 full years, respectively.
(3) In the 2001 fourth quarter, Griffin recorded an impairment charge related to its investment in
Linguaphone Group, plc. Griffin accounts for its investment in Linguaphone under the cost method.
(4) The income tax benefit for the 2002 fourth quarter and full year includes the reversal of tax
liabilities of approximately $1.5 million as a result of a favorable outcome of tax examinations
related to prior years.
(5) Griffin's equity income from Centaur Communications, Ltd. ("Centaur") in the fiscal year ended Nov. 30, 2002
includes Centaur's gain on the sale of its operation that provided on-line legal information. Griffin's allocable
share of that gain was approximately $8.4 million. Griffin's equity results from Centaur also includes a goodwill
impairment charge at Centaur, of which Griffin's allocable share was approximately $5.0 million.
(6) Diluted per share results reflect adjustments to net income/(loss) for the effect of Centaur's stock options
outstanding which, if exercised, would dilute Griffin's equity interest.