<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10Q
Quarterly Report
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
For the 13 Weeks Ended Commission File No.
FEBRUARY 27, 1999 0-29288
GRIFFIN LAND & NURSERIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 06-0868496
(State or other jurisdiction of incorporation (IRS Employer
or organization) Identification Number)
ONE ROCKEFELLER PLAZA, NEW YORK, NEW YORK 10020
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE (212) 218-7910
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes X NO
----- -----
NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AT MARCH 22, 1999: 4,842,704
<PAGE>
GRIFFIN LAND & NURSERIES, INC.
FORM 10Q
PART I FINANCIAL INFORMATION PAGE
CONSOLIDATED STATEMENT OF OPERATIONS
13 WEEKS ENDED FEBRUARY 27, 1999 AND FEBRUARY 28, 1998 3
CONSOLIDATED BALANCE SHEET
FEBRUARY 27, 1999 AND NOVEMBER 28, 1998 4
CONSOLIDATED STATEMENT OF CASH FLOWS
13 WEEKS ENDED FEBRUARY 27, 1999 AND FEBRUARY 28, 1998 5
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
13 WEEKS ENDED FEBRUARY 27, 1999 AND FEBRUARY 28, 1998 6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 7-11
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 12-13
PART II OTHER INFORMATION 14
SIGNATURES 15
<PAGE>
GRIFFIN LAND & NURSERIES, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(dollars in thousands, except per share data)
<TABLE>
<CAPTION>
FOR THE 13 WEEKS ENDED,
-----------------------
FEB. 27, FEB. 28,
1999 1998
----------- ---------
<S> <C> <C>
Net sales and other revenue $ 5,165 $ 3,514
Cost and expenses:
Cost of goods sold 3,568 2,495
Selling, general and administrative expenses 3,704 3,466
----------- ---------
Operating loss (2,107) (2,447)
Interest expense 37 46
Interest income 25 133
----------- ---------
Loss before income tax benefit (2,119) (2,360)
Income tax benefit (784) (873)
----------- ---------
Loss before equity investments (1,335) (1,487)
----------- ---------
(Loss) income from equity investments:
Investment in Centaur Communications, Ltd. (159) 62
Investment in Linguaphone Group plc (see Note 3) (12) (5)
----------- ---------
(Loss) income from equity investments (171) 57
----------- ---------
Net loss $ (1,506) $ (1,430)
----------- ---------
----------- ---------
Basic net loss per common share $ (0.31) $ (0.30)
----------- ---------
----------- ---------
Diluted net loss per common share $ (0.31) $ (0.30)
----------- ---------
----------- ---------
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
Page 3
<PAGE>
GRIFFIN LAND & NURSERIES, INC
CONSOLIDATED BALANCE SHEET
(dollars in thousands, except per share data)
<TABLE>
<CAPTION>
FEB. 27, NOV. 28,
ASSETS 1999 1998
----------- -----------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 76 $ 2,059
Accounts receivable, less allowance of $503 and $490 1,301 4,654
Inventories 30,388 26,746
Deferred income taxes 3,220 3,220
Other current assets 1,595 2,625
----------- -----------
TOTAL CURRENT ASSETS 36,580 39,304
Real estate held for sale or lease, net 32,719 31,519
Investment in Centaur Communiciations, Ltd. 15,994 16,153
Property and equipment, net 13,372 12,635
Other assets 5,579 5,305
----------- -----------
TOTAL ASSETS $104,244 $104,916
----------- -----------
----------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 5,390 $ 5,586
Long-term debt due within one year 2,333 322
Income taxes payable -- 92
----------- -----------
TOTAL CURRENT LIABILITIES 7,723 6,000
Long-term debt 2,654 2,666
Deferred income taxes 313 1,097
Other noncurrent liabilities 3,874 3,967
----------- -----------
TOTAL LIABILITIES 14,564 13,730
----------- -----------
Commitments and contingencies - -
Common stock, par value $0.01 per share, authorized
10,000,000 shares, issued and outstanding 4,842,704 shares 48 48
Additional paid in capital 93,491 93,491
Accumulated deficit (3,859) (2,353)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 89,680 91,186
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $104,244 $104,916
----------- -----------
----------- -----------
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
Page 4
</TABLE>
<PAGE>
GRIFFIN LAND & NURSERIES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(dollars in thousands)
<TABLE>
<CAPTION>
FOR THE 13 WEEKS ENDED,
-----------------------
FEB. 27, FEB. 28,
1999 1998
---------- ----------
<S> <C> <C>
OPERATING ACTIVITIES:
Net loss $(1,506) $(1,430)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 542 513
Loss (income) from equity investments 171 (57)
Deferred income taxes (784) (873)
Income tax refund received 926 -
Changes in assets and liabilities:
Accounts receivable 3,340 3,165
Inventories (3,642) (3,152)
Accounts payable and accrued liabilities (195) (1,179)
Other, net 67 (11)
---------- -----------
Net cash used in operating activities (1,081) (3,024)
---------- -----------
INVESTING ACTIVITIES:
Additions to real estate held for sale or lease (1,413) (940)
Additions to property and equipment (1,030) (221)
Additional investment in Linguaphone Group plc (see Note 3) (377) -
---------- -----------
Net cash used in investing activities (2,820) (1,161)
---------- -----------
FINANCING ACTIVITIES:
Increase in debt 2,000 -
Payments of debt (82) (74)
---------- -----------
Net cash provided by (used in) financing activities 1,918 (74)
---------- -----------
Net decrease in cash and cash equivalents (1,983) (4,259)
Cash and cash equivalents at beginning of period 2,059 11,519
---------- -----------
Cash and cash equivalents at end of period $ 76 $ 7,260
---------- -----------
---------- -----------
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
Page 5
</TABLE>
<PAGE>
GRIFFIN LAND & NURSERIES, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(dollars in thousands)
<TABLE>
<CAPTION>
SHARES OF ADDITIONAL
COMMON COMMON PAID-IN ACCUMULATED
STOCK STOCK CAPITAL DEFICIT TOTAL
----- ----- ------- ------- -----
<S> <C> <C> <C> <C> <C>
Balance at November 29, 1997 4,743,590 $47 $92,950 $(2,474) $90,523
Net loss - - - (1,430) (1,430)
------------- ----- ---------- ------- -------
Balance at February 28, 1998 4,743,590 $47 $92,950 $(3,904) $89,093
------------- ----- ---------- ------- -------
------------- ----- ---------- ------- -------
Balance at November 28, 1998 4,842,704 $48 $93,491 $(2,353) $91,186
Net loss - - - (1,506) (1,506)
------------- ----- ---------- ------- -------
Balance at February 27, 1999 4,842,704 $48 $93,491 $(3,859) $89,680
------------- ----- ---------- ------- -------
------------- ----- ---------- ------- -------
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
Page 6
<PAGE>
GRIFFIN LAND & NURSERIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share data)
1. BASIS OF PRESENTATION
The unaudited consolidated financial statements of Griffin Land &
Nurseries, Inc. ("Griffin") have been prepared in conformity with the standards
of accounting measurement set forth in Accounting Principles Board Opinion No.
28 and any amendments thereto adopted by the Financial Accounting Standards
Board ("FASB"). Also, the accompanying financial statements have been prepared
in accordance with the accounting policies stated in Griffin's audited 1998
Financial Statements included in Form 10K as filed with the Securities and
Exchange Commission on February 26, 1999, and should be read in conjunction with
the Notes to 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 period
have been reflected.
The results of operations for the thirteen weeks ended February 27,
1999, are not necessarily indicative of the results to be expected for the full
year.
Certain amounts from the prior year have been reclassified to conform
to the current presentation.
2. INDUSTRY SEGMENT INFORMATION
Griffin's reportable segments are defined by their products and
services, and are comprised of the landscape nursery and real estate segments.
Griffin has no operations outside the United States. Griffin's export sales and
transactions between segments are not material.
<TABLE>
<CAPTION>
FOR THE 13 WEEKS ENDED,
------------------------------
FEB. 27, FEB. 28,
1999 1998
----------- ----------
<S> <C> <C>
NET SALES AND OTHER REVENUE
Landscape nursery $4,226 $2,858
Real estate 939 656
----------- ----------
$5,165 $3,514
----------- ----------
----------- ----------
OPERATING LOSS
Landscape nursery $(1,718) $(1,864)
Real estate (46) (194)
----------- ----------
Industry segment totals (1,764) (2,058)
General corporate expense 343 389
Interest expense (income), net 12 (87)
----------- ----------
Loss before income tax benefit $(2,119) $(2,360)
----------- ----------
----------- ----------
FEB. 27, NOV. 28,
IDENTIFIABLE ASSETS 1999 1998
---------- ----------
Landscape nursery $46,349 $46,881
Real estate 36,254 35,480
----------- ----------
Industry segment totals 82,603 82,361
General corporate 21,641 22,555
----------- ----------
$104,244 $104,916
----------- ----------
----------- ----------
</TABLE>
See Note 3 for information on Griffin's equity investment in Centaur
Communications, Ltd.
Page 7
<PAGE>
3. INVESTMENTS
INVESTMENT IN CENTAUR COMMUNICATIONS, LTD.
Griffin accounts for its investment in Centaur Communications, Ltd.
("Centaur") under the equity method of accounting for investments. The
summarized financial data of Centaur shown below was derived from Centaur's
financial statements which are prepared in accordance with generally accepted
accounting principles in the United Kingdom. Griffin's equity income (loss) from
Centaur reflects certain adjustments to reflect Centaur's results in accordance
with generally accepted accounting principles in the United States.
<TABLE>
<CAPTION>
THREE MONTHS ENDED,
------------------------
FEB. 27, FEB. 28,
1999 1998
--------- --------
<S> <C> <C>
Net sales $17,427 $16,286
Costs and expenses 16,997 15,254
--------- --------
Operating profit 430 1,032
Interest expense (income), net 449 (64)
--------- --------
(Loss) income before taxes (19) 1,096
Income taxes 23 561
--------- --------
Net (loss) income $ (42) $ 535
--------- --------
--------- --------
FEB. 27, NOV. 28,
1999 1998
--------- --------
Current assets $22,184 $20,637
Intangible assets 8,661 8,752
Other noncurrent assets 8,780 8,074
--------- --------
Total assets $39,625 $37,463
--------- --------
--------- --------
Current liabilities $22,451 $21,897
Debt 21,450 19,800
Noncurrent liabilities 3,493 3,493
--------- --------
Total liabilities 47,394 45,190
Accumulated deficit (7,769) (7,727)
--------- --------
Total liabilities and deficit $39,625 $37,463
--------- --------
--------- --------
</TABLE>
On March 31, 1999, Centaur acquired a group of United Kingdom
magazines and trade shows in the engineering field from Miller Freeman UK,
Ltd. for approximately $20 million. Centaur financed this acquisition with
additional debt.
INVESTMENT IN LINGUAPHONE GROUP PLC
On January 22, 1999, Linguaphone Group Plc ("Linguaphone") completed an
offering of its common stock in which Griffin participated to a limited extent.
As a result of the issuance of additional shares of Linguaphone common stock,
Griffin's common equity ownership was reduced to approximately 14% of
Linguaphone's outstanding common stock after the offering. As a result, Griffin
is accounting for its investment in Linguaphone under the cost method of
accounting for investments subsequent to the reduction in its common equity
ownership interest in Linguaphone. Prior to the reduction in its common equity
ownership interest, Griffin accounted for its investment in Linguaphone under
the equity method of accounting for investments. Griffin's investment in
Linguaphone was approximately $2.3 million at February 27, 1999, and is included
in other assets on Griffin's consolidated balance sheet.
Page 8
<PAGE>
4. LONG-TERM DEBT
Long-term debt includes:
<TABLE>
<CAPTION>
FEB. 27, NOV. 28,
1999 1998
----------- -----------
<S> <C> <C>
Mortgages $2,474 $2,495
Credit agreement 2,000 -
Capital leases 513 493
----------- -----------
Total 4,987 2,988
Less: due within one year 2,333 322
----------- -----------
Total long-term debt $2,654 $2,666
----------- -----------
----------- -----------
</TABLE>
Griffin's subsidary, Imperial Nurseries, Inc. ("Imperial") entered
into a $10 million revolving credit agreement (the "Imperial Credit
Agreement") with a lender in May 1998. The initial borrowings under the
Imperial Credit Agreement took place in the 1999 first quarter. The Imperial
Credit Agreement terminates in June 1999, therefore, the amount outstanding
under the Imperial Credit Agreement is classified as current. Griffin is
negotiating with the lender to replace the Imperial Credit Agreement with a
parent company borrowing facility to provide working capital, as required,
for Imperial and interim financing for Griffin's real estate business.
Griffin is in the process of obtaining mortgage financing on several
of its buildings in the New England Tradeport. Proceeds would be used to
repay an existing mortgage on certain of those properties with the balance
used for further development of Griffin's real estate assets.
5. STOCK OPTIONS
On January 11, 1999, Griffin's Board of Directors approved an amendment
to the Griffin Stock Option Plan which made available an additional 300,000
shares for grant. The Board also approved a total of 248,100 options to be
granted at $13.25 per share, the market price of Griffin's common stock at the
time of grant. The options granted have a ten year life and vest in equal
installments on the third, fourth and fifth anniversaries from the date of
grant. Such amendment is subject to approval by Griffin's stockholders. Activity
under the Griffin Stock Option Plan is as follows:
<TABLE>
<CAPTION>
NUMBER OF WEIGHTED AVG.
SHARES EXERCISE PRICE
--------- --------------
<S> <C> <C>
Options outstanding at November 28, 1998 369,607 $10.79
Options issued 248,100 $13.25
-------
Options outstanding at February 27, 1999 617,707 $11.78
-------
-------
Number of option holders as of February 27, 1999 39
-------
-------
</TABLE>
At February 27, 1999, 160,607 options outstanding under the Griffin
Stock Option Plan were vested with a weighted average price of $5.65 per share.
Page 9
<PAGE>
6. PER SHARE RESULTS
Basic and diluted per share results were based on the following:
<TABLE>
<CAPTION>
FOR THE 13 WEEKS ENDED,
------------------------
FEB. 27, FEB. 28,
1999 1998
---------- ----------
<S> <C> <C>
Net loss as reported for computation of basic per share results $(1,506) $(1,430)
Adjustment to net loss for assumed exercise of options of
equity investee (Centaur)
- (8)
---------- ----------
Adjusted net loss for computation of diluted per share results $(1,506) $(1,438)
---------- ----------
---------- ----------
Weighted average shares outstanding for computation of
basic and diluted per share results 4,843,000 4,744,000
---------- ----------
---------- ----------
</TABLE>
7. SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION
INVENTORIES
Inventories consist of:
<TABLE>
<CAPTION>
FEB. 27, NOV. 28,
1999 1998
---------- ----------
<S> <C> <C>
Nursery stock $ 27,344 $ 24,329
Finished goods 1,726 1,420
Materials and supplies 1,318 997
---------- ----------
$30,388 $26,746
---------- ----------
---------- ----------
</TABLE>
PROPERTY AND EQUIPMENT
Property and equipment consist of:
<TABLE>
<CAPTION>
FEB. 27, NOV. 28,
1999 1998
----------- ----------
<S> <C> <C>
Land and improvements $ 7,054 $ 6,336
Buildings 3,960 3,871
Machinery and equipment 13,489 13,297
----------- ----------
24,503 23,504
Accumulated depreciation (11,131) (10,869)
----------- ----------
$13,372 $12,635
----------- ----------
----------- ----------
</TABLE>
Griffin incurred capital lease obligations of $81 and $40,
respectively, in the thirteen weeks ended February 27, 1999 and February 28,
1998.
Page 10
<PAGE>
REAL ESTATE HELD FOR SALE OR LEASE
Real estate held for sale or lease consists of:
<TABLE>
<CAPTION>
FEB. 27, NOV. 28,
1999 1998
---------- ----------
<S> <C> <C>
Land $4,808 $ 4,808
Land improvements 14,480 14,480
Buildings 21,057 19,687
---------- ----------
40,345 38,975
Accumulated depreciation (7,626) (7,456)
---------- ----------
$32,719 $31,519
---------- ----------
---------- ----------
</TABLE>
Page 11
<PAGE>
GRIFFIN LAND & NURSERIES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Griffin's net sales and other revenue increased to $5.1 million in
the 1999 first quarter from $3.5 million in the 1998 first quarter. The net
sales increase of $1.6 million was principally due to an increase at Imperial
which had net sales of $4.2 million in the 1999 first quarter versus net
sales of $2.9 million in the 1998 first quarter. The net sales increase at
Imperial principally reflected increased volume at Imperial's wholesale sales
and service centers, due, in part, to the relatively moderate weather early
in the 1999 first quarter which allowed a continuation of the strong 1998
fall sales of plant materials into the 1999 first quarter. Additionally, 1999
first quarter sales of snow removal and related winter products by the
wholesale sales and service centers increased over last year's first quarter.
Net sales and other revenue at Griffin's real estate business, Griffin Land,
increased to $0.9 million in the 1999 first quarter from $0.7 million in the
1998 first quarter. The increase reflected rental revenue in the 1999 first
quarter from new leases, including rental revenue from the approximately
98,000 square foot warehouse in the New England Tradeport, which was
completed in mid-1998 and was fully leased in the 1999 first quarter.
Griffin incurred an operating loss of $2.1 million in the 1999 first
quarter versus an operating loss of $2.4 million in the 1998 first quarter. At
Imperial, the 1999 first quarter operating loss was $1.7 million versus an
operating loss of $1.9 million in the 1998 first quarter. The improved results
reflected Imperial's increased net sales, as margins were 28.1% in both the 1998
and 1999 first quarters. Operating expenses increased at Imperial, due
principally to the increased sales volume. Imperial has historically incurred
operating losses in the first quarter due to the highly seasonal nature of the
landscape nursery business in the markets where Imperial operates. Griffin Land
incurred an operating loss of less than $0.1 million in the 1999 first quarter
as compared to an operating loss of $0.2 million in the 1998 first quarter. The
improved results principally reflect the effect of the higher rental revenue.
The lower interest income in the 1999 first quarter as compared to the
1998 first quarter reflected the substantially lower amount of cash on hand in
the 1999 first quarter as compared to the 1998 first quarter. The lower interest
expense reflects an increase in the amount of capitalized interest in the 1999
first quarter as compared to interest capitalized in the 1998 first quarter,
partially offset by interest expense related to Imperial's revolving credit
agreement.
Results from Griffin's equity investment in Centaur decreased by $0.2
million in the 1999 first quarter as compared to the 1998 first quarter. The
decrease reflected lower operating results from Centaur's magazine publishing
business and higher interest expense. The interest expense relates to debt, the
proceeds of which Centaur used to repurchase a portion of its outstanding common
stock in the 1998 third quarter. Results from Griffin's investment in
Linguaphone were substantially break-even in both the 1998 and 1999 first
quarters. Griffin's limited participation in the Linguaphone share offering in
the 1999 first quarter resulted in Griffin's common equity interest in
Linguaphone being reduced to 14% (11% fully diluted). As a result, Griffin is
accounting for its investment in Linguaphone under the cost method of accounting
for investments subsequent to this reduction in ownership (see Note 3).
LIQUIDITY AND CAPITAL RESOURCES
Griffin's net cash used in operating activities decreased to $1.1
million in the 1999 first quarter from $3.0 million used in operating activities
in the 1998 first quarter. The decrease principally reflects the income tax
refund of $0.9 million received in the 1999 first quarter and a smaller decrease
in accounts payable and accrued liabilities in the 1999 first quarter as
compared to the decrease in the 1998 first quarter. The smaller decrease in
accounts payable and accrued liabilities was due to timing. Net cash used in
investing activities was $2.8 million in the 1999 first quarter as compared to
$1.2 million in the 1998 first quarter. The increased spending reflected a $0.8
million increase in additions to property and equipment as compared to last
year, due principally to Imperial's acquisition of land to expand its Cincinnati
wholesale sales and service center. Additions by Griffin Land to real estate
held for sale or lease were $1.4 million in the 1999 first quarter as compared
to $0.9 million in the 1998 first quarter. Expenditures in 1999 were principally
for construction of the approximately 100,000 square foot warehouse being built
in the New England Tradeport. Completion of this new warehouse is expected in
the 1999 second quarter. Additionally, Griffin took part, to a limited extent,
in a share offering by Linguaphone (see Note 3).
Page 12
<PAGE>
Griffin's financing activities reflected proceeds from the initial
borrowings under Imperial's Revolving Credit Agreement ("Imperial Credit
Agreement") that was entered into last year. The Imperial Credit Agreement
terminates in June 1999, and Griffin is negotiating with the lender to
replace the Imperial Credit Agreement with a parent company borrowing
facility to provide working capital for Imperial and interim financing for
Griffin Land's real estate development activities.
Griffin is in the process of obtaining mortgage financing on several
of its buildings in the New England Tradeport. Proceeds would be used to
repay an existing mortgage on certain of those properties with the balance
used for further development of Griffin's real estate assets. Management
believes that in the near term, based on the current level of operations and
anticipated growth, cash flow from operations and borrowings under the
Imperial Credit Agreement and a successor revolving credit facility will be
sufficient to finance its landscape nursery business and fund development of
its real estate assets. Over the intermediate and long term, selective
mortgage placements may also be required to fund capital projects.
YEAR 2000
Griffin is addressing its year 2000 ("Y2K") issue and has identified
its critical computer applications that are not Y2K compliant. A portion of the
applications not Y2K compliant have been modified, successfully tested and are
now Y2K compliant. Modification of the balance of the computer applications
originally identified as not Y2K compliant is currently under way, with all
applications anticipated to be Y2K compliant in the 1999 second quarter. The
modification on the applications that are already Y2K compliant and the work
currently in process is being performed by Griffin employees. Costs attributed
to such work are expected to be less than $0.1 million in the aggregate.
Griffin has initiated a company-wide review of major customers, vendors
and other third parties to determine the extent, if any, to which Griffin would
be vulnerable to those third parties' failure to remedy their own Y2K issues.
Those third parties contacted have indicated that they have Y2K readiness
programs in place or they anticipate being Y2K compliant on or before December
31, 1999. We will continue to assess the progress of our critical business
partners in reaching Y2K readiness.
Griffin believes that its efforts to address the Y2K issue will be
successful. However, failure of critical third parties adequately to address
their respective Y2K issues could have a material adverse effect on Griffin's
business, financial condition and results of operations. Therefore, Griffin's
program for Y2K compliance includes the development of contingency plans for
continuing operations in the event such problems arise. However, there can be no
assurance that such contingency plans will be adequate to handle all problems
which may arise.
FORWARD LOOKING INFORMATION
The information in Management's Discussion and Analysis of Financial
Condition and Results of Operations 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,
particularly with respect to completion of the new warehouse, obtaining mortgage
financing, completing a new revolving credit agreement and becoming Y2K
compliant in a timely manner. 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.
Page 13
<PAGE>
PART II OTHER INFORMATION
Items 1 - 5 not applicable
Item 6 Exhibits and Reports on Form 8K
(a) Exhibits
EXHIBIT NO. DESCRIPTION
27 Financial Data Schedule
(b) There were no reports filed on Form 8K by the
Registrant during the 1999 first quarter.
Page 14
<PAGE>
SIGNATURES
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 thereunto duly authorized.
GRIFFIN LAND & NURSERIES, INC.
/S/ FREDERICK M. DANZIGER
-------------------------------
DATE: APRIL 12, 1999 FREDERICK M. DANZIGER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
/S/ ANTHONY J. GALICI
-------------------------------
DATE: April 12, 1999 ANTHONY J. GALICI
VICE PRESIDENT, CHIEF FINANCIAL OFFICER
AND SECRETARY
Page 15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> NOV-27-1999
<PERIOD-END> FEB-27-1999
<CASH> 76
<SECURITIES> 0
<RECEIVABLES> 1,804
<ALLOWANCES> (503)
<INVENTORY> 30,388
<CURRENT-ASSETS> 36,580
<PP&E> 24,503
<DEPRECIATION> (11,131)
<TOTAL-ASSETS> 104,244
<CURRENT-LIABILITIES> 7,723
<BONDS> 4,654
0
0
<COMMON> 48
<OTHER-SE> 89,632
<TOTAL-LIABILITY-AND-EQUITY> 104,244
<SALES> 4,226
<TOTAL-REVENUES> 5,165
<CGS> 3,568
<TOTAL-COSTS> 7,272
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 11
<INTEREST-EXPENSE> 37
<INCOME-PRETAX> (2,119)
<INCOME-TAX> (784)
<INCOME-CONTINUING> (1,506)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,506)
<EPS-PRIMARY> (0.31)
<EPS-DILUTED> (0.31)
</TABLE>
