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 11, 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 July 11, 2003 Press Release is attached hereto as Exhibit
99.1 and incorporated by reference into this Item 9. This disclosure
is being furnished under requirements of Item 12.
Exhibit 99.1: Registrant's July 11, 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: July 11, 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 SECOND QUARTER RESULTS
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NEW YORK, NEW YORK (JULY 11, 2003) GRIFFIN LAND & NURSERIES, INC. (NASDAQ: GRIF)
("GRIFFIN")today reported 2003 second quarter operating profit of $1,835,000 on
net sales and other revenue of $21,863,000 as compared to operating profit of
$1,836,000 on net sales and other revenue of $19,903,000 for the 2002 second
quarter. For the 2003 six month period, Griffin reported operating profit of
$345,000 on net sales and other revenue of $24,964,000 as compared to operating
profit of $665,000 on net sales and other revenue of $22,502,000 for the 2002
six month period.
Operating results of Griffin's landscape nursery business, Imperial
Nurseries, Inc. ("Imperial") were substantially unchanged in the 2003 second
quarter compared to the 2002 second quarter but lower in the 2003 six month
period as compared to the 2002 six month period. Imperial's results reflect
higher net sales and other revenue in the 2003 second quarter and six month
periods versus the comparable 2002 periods, which was offset by the effect of
lower gross margins on sales. The lower margins reflect competitive pressures,
as poor spring weather in Imperial's markets the past two years has resulted in
excess product being available for sale by Imperial and other growers,
depressing prices. Imperial's 2003 spring sales were hampered by cold weather
early in the period, including snow in the northeast, followed by excessive rain
in the latter part of spring.
Operating results at Griffin Land were substantially unchanged in the 2003
second quarter and six month periods versus the comparable 2002 periods. Higher
results from Griffin Land's leasing activities were offset by the lack of
property sales in the current year. The 2002 second quarter and six month
period included gains of $0.2 million from land sales. Griffin Land's results
in the 2003 second quarter and six month period reflect increased rental
revenue, which was substantially offset by higher operating expenses of its
properties and higher depreciation expense, principally reflecting the
acquisition, early in the 2003 first quarter, of the remaining 70% interest in
two office buildings of approximately 80,000 square feet each and located in
Griffin Center in Windsor, Connecticut. Griffin previously held a 30% interest
in those buildings.
Griffin reported 2003 second quarter net income of $486,000 and basic and
diluted net income per share of $0.10, as compared to 2002 second quarter net
income of $1,629,000 and basic and diluted net income per share of $0.33 and
$0.32, respectively. For the 2003 six month period, Griffin reported a net loss
of ($1,166,000) and a basic and diluted net loss per share of ($0.24), as
compared to net income of $164,000 and basic and diluted net income per share of
$0.03 for the 2002 six month period.
Griffin's 2003 second quarter and 2003 six month period includes higher
interest expense than the comparable 2002 periods due principally to the
interest on the $9.75 million nonrecourse mortgage used principally to finance
two recently acquired office buildings.
Griffin's results from its equity investment in Centaur Communications,
Ltd. ("Centaur"), a publishing company based in the United Kingdom, were lower
in the 2003 second quarter and 2003 six month period than the comparable 2002
periods. The lower Centaur results reflect the weakened advertising market in
the United Kingdom and a charge for future lease costs on office space no longer
utilized at Centaur, of which Griffin's allocable share, net of an income
benefit in the United Kingdom, was $534,000.
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)
Second Quarter Ended, Six Months Ended,
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May 31, 2003 June 1, 2002 May 31, 2003 June 1, 2002
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Net sales and other revenue . . . . . . . . . $ 21,863 $ 19,903 $ 24,964 $ 22,502
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Operating profit. . . . . . . . . . . . . . . 1,835 1,836 345 665
Interest expense, net . . . . . . . . . . . . (678) (419) (1,294) (771)
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Income (loss) before taxes. . . . . . . . . . 1,157 1,417 (949) (106)
Income tax provision (benefit). . . . . . . . 403 454 (341) (33)
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Income (loss) before equity investment. . . . 754 963 (608) (73)
(Loss) income from equity investment. . . . . (268) (1) 666 (558) (1) 237
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Net income (loss) . . . . . . . . . . . . . . $ 486 $ 1,629 $ (1,166) $ 164
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Basic net income (loss) per common share. . . $ 0.10 $ 0.33 $ (0.24) $ 0.03
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Diluted net income (loss) per common share. . $ 0.10 $ 0.32 $ (0.24) $ 0.03
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Weighted average common shares outstanding
for computation of basic per share results. . 4,874 4,865 4,869 4,864
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Weighted average common shares outstanding
for computation of diluted per share results. 4,929 4,991 4,869 4,974
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(1) Griffin's equity loss at Centaur for the 2003 second quarter and 2003 six
month period includes a charge for future lease costs (net of estimated sublease
revenue) on office space that is no longer utilized by Centaur and compensation
expense related to extending the life of certain stock options at Centaur.
Griffin's allocable share of these items was $0.5 million and $0.2 million,
respectively.