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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
July 12, 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 7. Financial Statements and Exhibits
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Exhibit 99.1: Registrant's July 12, 2004 Press Release (attached
hereto.)
Item 12. Results of Operations and Financial Condition
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On July 12, 2004 the Registrant issued a press release announcing its results of
operations for its 2004 second quarter. Attached as Exhibit 99.1 to the report
is the Registrant's July 12, 2004 Press Release, which is incorporated herein by
reference.
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: July 12, 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 SECOND QUARTER RESULTS
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NEW YORK, NEW YORK (JULY 12, 2004) GRIFFIN LAND & NURSERIES, INC. (NASDAQ: GRIF)
("GRIFFIN")today reported 2004 second quarter operating profit of $303,000 on
net sales and other revenue of $22,265,000 as compared to operating profit of
$1,835,000 on net sales and other revenue of $21,863,000 for the 2003 second
quarter. For the 2004 six month period, Griffin reported an operating loss of
($1,094,000) on net sales and other revenue of $25,360,000 as compared to an
operating profit of $345,000 on net sales and other revenue of $24,964,000 for
the 2003 six month period. The 2004 operating results of Griffin's businesses do
not include the gain on the sale (see below) of Griffin's investment in Centaur
Communications, Ltd. ("Centaur").
The lower operating results in the 2004 second quarter and six month period
principally reflect lower operating results at Imperial Nurseries, Inc.
("Imperial"), Griffin's landscape nursery business and higher corporate general
and administrative expenses. The lower operating results of Imperial were due
to higher costs of goods sold as a percentage of net sales in the 2004 periods,
reflecting increased shipping and delivery expenses and higher inventory costs.
Griffin's corporate general and administrative expenses were higher in the 2004
second quarter and six month periods due principally to the writeoff of
unamortized debt issuance costs as a result of terminating early its revolving
credit agreement. Griffin repaid the entire amount outstanding ($18.4 million)
under its credit agreement in the 2004 second quarter with a portion of the cash
proceeds from the sale (see below) of its equity investment in Centaur.
Operating results of Griffin's Connecticut and Massachusetts based real estate
division, Griffin Land, were slightly lower in the 2004 second quarter and six
month period versus the comparable 2003 periods. Market activity in the real
estate market in which Griffin Land's properties are located has increased in
the current year as compared to last year, although the full benefit of this is
not yet reflected in reported results. Griffin Land has recently leased
approximately 54,000 square feet of its newly built 117,000 square foot
industrial building, approximately 16,000 square feet of an office building that
was completed in 2002 but not yet leased and entered into new leases for
previously leased space covering approximately 25,000 square feet since the
start of the 2004 fiscal year.
The 2004 second quarter and six month period include a $51.1 million pretax
gain and a $1.1 million foreign currency exchange gain as a result of completing
the previously announced sale of Griffin's investment in Centaur, a publishing
company based in the United Kingdom. Principally as a result of the gain on
this transaction, Griffin reported 2004 second quarter net income of $34,807,000
and basic and diluted net income per share of $7.10 and $6.79, respectively, as
compared to 2003 second quarter net income of $486,000 and basic and diluted net
income per share of $0.10. For the 2004 six month period, Griffin reported net
income of $33,403,000 and basic and diluted net income per share of $6.83 and
$6.58, respectively, as compared to a net loss of ($1,166,000) and a basic and
diluted net loss per share of ($0.24) for the 2003 six month period.
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 of Centaur
Holdings, PLC ("Centaur Holdings"), the buyer company. In connection with this
transaction, Centaur Holdings completed an initial public offering of its common
stock and is now trading on the Alternative Investment Market of the London
Stock Exchange. By agreement, Griffin is prohibited from selling its Centaur
Holdings common stock for six months after the transaction. After using a
portion of the cash proceeds to repay the entire amount outstanding under its
revolving credit agreement and for income tax payments, the balance of the
proceeds are expected to be used for additional real estate investment, however,
there are no specific real estate investments planned at this time. Such
investment 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)
Second Quarter Ended, Six Months Ended,
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May 29, 2004 May 31, 2003 May 29, 2004 May 31, 2003
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Net sales and other revenue:
Landscape nursery business. . . $ 19,125 $ 19,042 $ 19,547 $ 19,316
Real estate business. . . . . . 3,140 2,821 5,813 5,648
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Total net sales and
other revenue . . . . . . . . . 22,265 21,863 25,360 24,964
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Operating profit (loss):
Landscape nursery business. . . 899 1,792 26 556
Real estate business. . . . . . 335 (1) 442 (1) 354 (1) 641 (1)
General corporate expense . . . (931) (399) (1,474) (852)
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Total operating profit (loss) 303 1,835 (1,094) 345
Gain on sale of Centaur
Communications, Ltd. . . . . . . 51,107 - 51,107 -
Foreign currency exchange gain. 1,070 - 1,070 -
Interest expense, net. . . . . . (525) (2) (678) (2) (1,226) (2) (1,294) (2)
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Income (loss) before taxes . . . 51,955 1,157 49,857 (949)
Income tax provision (benefit) . 17,565 403 16,782 (341)
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Income (loss) before
equity investment . . . . . . . 34,390 754 33,075 (608)
Income (loss) from
equity investment . . . . . . . 417 (268) 328 (558) (3)
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Net income (loss) . . . . . . . $ 34,807 $ 486 $ 33,403 ($1,166)
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Basic net income (loss)
per common share. . . . . . . . $ 7.10 $ 0.10 $ 6.83 ($0.24)
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Diluted net income (loss)
per common share (3). . . . . . $ 6.79 $ 0.10 $ 6.58 ($0.24)
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Weighted average common shares
outstanding for computation of
basic per share results . . . . 4,899 4,874 4,889 4,869
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Weighted average common shares
outstanding for computation of
diluted per share results . . . 5,122 4,929 5,068 4,869
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((1) Includes depreciation and amortization expense, principally related to real
estate properties, in the 2004 second quarter and 2004 six month period of $0.8
million and $1.6 million, respectively, as compared to depreciation and
amortization expense in the 2003 second quarter and 2003 six month period of
$0.7 million and $1.5 million, respectively.
(2) Includes interest on nonrecourse mortgages of certain real estate properties
in the 2004 second quarter and 2004 six month period of $0.6 million and $1.2
million, respectively, as compared to interest on nonrecourse mortgages in the
2003 second quarter and 2003 six month period of $0.6 million and $1.1 million,
respectively.
(3) Includes the effect of stock options outstanding at Griffin's equity investee,
Centaur, prior to the sale of that investment.