<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
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 26, 2000 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 September 15, 2000:
4,862,704
<PAGE>
GRIFFIN LAND & NURSERIES, INC.
FORM 10-Q/A
Explanatory Note
In its Report on Form 10-Q for the thirteen weeks ended May 27, 2000,
Griffin Land & Nurseries, Inc. ("Griffin") stated that it would restate its
consolidated financial statements for the fiscal year ended November 28,
1998, the fiscal year ended November 27, 1999 and the thirteen weeks ended
February 26, 2000. This amendment includes in Item 1 such restated
consolidated financial statements for the thirteen weeks ended February 26,
2000 and other information relating to such restated consolidated financial
statements, including Management's Discussion and Analysis of Financial
Condition and Results of Operations (Item 2). Information regarding the
effect of the restatement on Griffin's financial condition at February 26,
2000 and its results of operations for the thirteen weeks then ended is
provided in Note 7 to the consolidated financial statements included in Item
1 of this amendment. Except for Items 1, 2 and 6, no other information
included in Griffin's Report on Form 10-Q for the thirteen weeks ended
February 26, 2000 is amended by this amendment.
PART I Financial Information PAGE
Consolidated Statement of Operations
13 Weeks Ended February 26, 2000 and February 27, 1999 3
Consolidated Balance Sheet
February 26, 2000 and November 27, 1999 4
Consolidated Statement of Stockholders' Equity
13 Weeks Ended February 26, 2000 and February 27, 1999 5
Consolidated Statement of Cash Flows
13 Weeks Ended February 26, 2000 and February 27, 1999 6
Notes to Consolidated Financial Statements 7-10
Management's Discussion and Analysis of
Financial Condition and Results of Operations 11-12
PART II Other Information 13
SIGNATURES 14
<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS
GRIFFIN LAND & NURSERIES, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(dollars in thousands, except per share data)
FOR THE 13 WEEKS ENDED,
-----------------------
FEB. 26, FEB. 27,
2000 1999
(As Restated) (As Restated)
(Note 7) (Note 7)
------- -------
Net sales and other revenue $ 5,462 $ 5,165
Cost and expenses:
Cost of goods sold 3,663 3,568
Selling, general and administrative expenses 4,174 3,704
------- -------
Operating loss (2,375) (2,107)
Interest expense 212 37
Interest income 21 25
------- -------
Loss before income tax benefit (2,566) (2,119)
Income tax benefit (1,026) (784)
------- -------
Loss before equity investment (1,540) (1,335)
Loss from equity investment (164) (213)
------- -------
Net loss $(1,704) $(1,548)
======= =======
Basic net loss per common share $ (0.35) $ (0.32)
======= =======
Diluted net loss per common share $ (0.35) $ (0.32)
======= =======
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. 26, NOV. 27,
2000 1999
(As Restated) (As Restated)
(Note 7) (Note 7)
------------- ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 336 $ 2,003
Accounts receivable, less allowance of $555 and $564 1,809 5,966
Inventories 33,453 29,196
Deferred income taxes 2,566 2,566
Other current assets 2,203 2,338
--------- ----------
TOTAL CURRENT ASSETS 40,367 42,069
Real estate held for sale or lease, net 34,072 33,766
Investment in Centaur Communications, Ltd. 16,368 16,532
Property and equipment, net 14,628 14,359
Other assets 6,095 6,159
--------- ----------
TOTAL ASSETS $ 111,530 $ 112,885
========= ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 5,449 $ 5,412
Long-term debt due within one year 306 320
--------- ----------
TOTAL CURRENT LIABILITIES 5,755 5,732
Long-term debt 10,047 8,860
Deferred income taxes 375 1,401
Other noncurrent liabilities 3,787 3,622
--------- ----------
TOTAL LIABILITIES 19,964 19,615
--------- ----------
Commitments and contingencies -- --
Common stock, par value $0.01 per share, 10,000,000 shares
authorized, 4,862,704 shares issued and outstanding 49 49
Additional paid in capital 93,584 93,584
Accumulated deficit (2,067) (363)
--------- ----------
Total stockholders' equity 91,566 93,270
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 111,530 $ 112,885
========= ==========
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
Page 4
<PAGE>
GRIFFIN LAND & NURSERIES, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(dollars in thousands)
<TABLE>
<CAPTION>
ACCUMULATED
SHARES OF ADDITIONAL DEFICIT TOTAL
COMMON COMMON PAID-IN (As Restated) (As Restated)
STOCK STOCK CAPITAL (Note 7) (Note 7)
--------- ------ ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Balance at November 28, 1998 4,842,704 $ 48 $ 93,491 $ (2,539) $ 91,000
Net loss -- -- -- (1,548) (1,548)
--------- --------- --------- --------- ----------
Balance at February 27, 1999 4,842,704 $ 48 $ 93,491 $ (4,087) $ 89,452
========= ========= ========= ========= ==========
Balance at November 27, 1999 4,862,704 $ 49 $ 93,584 $ (363) $ 93,270
Net loss -- -- -- (1,704) (1,704)
--------- --------- --------- --------- ---------
Balance at February 26, 2000 4,862,704 $ 49 $ 93,584 $ (2,067) $ 91,566
========= ========= ========= ========= =========
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
Page 5
<PAGE>
GRIFFIN LAND & NURSERIES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(dollars in thousands)
<TABLE>
<CAPTION>
FOR THE 13 WEEKS ENDED,
-----------------------
FEB. 26, FEB. 27,
2000 1999
(AS RESTATED) (AS RESTATED)
(NOTE 7) (NOTE 7)
----------- -----------
<S> <C> <C>
OPERATING ACTIVITIES:
Net loss $(1,704) $(1,548)
Adjustments to reconcile net loss to net cash used in operating
activities:
Depreciation and amortization 624 542
Loss from equity investment 164 213
Deferred income taxes (1,026) (784)
Changes in assets and liabilities:
Accounts receivable 4,166 3,340
Inventories (4,257) (3,642)
Income tax refund received -- 926
Accounts payable and accrued liabilities 37 (195)
Other, net 441 67
------- -------
Net cash used in operating activities (1,555) (1,081)
------- -------
INVESTING ACTIVITIES:
Additions to property and equipment (631) (1,030)
Additions to real estate held for sale or lease (629) (1,413)
Other, net -- (377)
------- -------
Net cash used in investing activities (1,260) (2,820)
------- -------
FINANCING ACTIVITIES:
Increase in debt 1,235 2,000
Payments of debt (87) (82)
------- -------
Net cash provided by financing activities 1,148 1,918
------- -------
Net decrease in cash and cash equivalents (1,667) (1,983)
Cash and cash equivalents at beginning of period 2,003 2,059
------- -------
Cash and cash equivalents at end of period $ 336 $ 76
======= =======
</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 1999 Financial Statements included in the Report on Form 10-K/A as
filed with the Securities and Exchange Commission on October 4, 2000, and
should be read in conjunction with the Notes to Financial Statements
appearing in that report. The consolidated financial statements of Griffin
for the thirteen weeks ended February 26, 2000 and prior periods have been
restated to adjust the amounts previously reported for income/loss from
equity investment (see Note 7). All adjustments, comprising only normal
recurring adjustments, which are, in the opinion of management, necessary for
a fair presentation of results for the interim periods have been reflected.
The results of operations for the thirteen weeks ended February 26,
2000, 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.
FOR THE 13 WEEKS ENDED,
-----------------------
FEB. 26, FEB. 27,
2000 1999
-------- --------
NET SALES AND OTHER REVENUE
Landscape nursery $ 4,130 $ 4,226
Real estate 1,332 939
-------- --------
$ 5,462 $ 5,165
======== ========
OPERATING LOSS
Landscape nursery $ (2,098) $ (1,718)
Real estate 129 (46)
-------- --------
Industry segment totals (1,969) (1,764)
General corporate expense 406 343
Interest expense, net 191 12
-------- --------
Loss before income tax benefit $ (2,566) $ (2,119)
======== ========
FEB. 26, NOV. 27,
2000 1999
-------- --------
IDENTIFIABLE ASSETS
Landscape nursery $ 51,067 $ 52,564
Real estate 38,746 38,248
-------- --------
Industry segment totals 89,813 90,812
General corporate 21,717 22,073
-------- --------
$111,530 $112,885
======== ========
See Note 3 for information on Griffin's equity investment in
Centaur Communications, Ltd.
Page 7
<PAGE>
3. EQUITY INVESTMENT
Griffin accounts for its approximately 35% ownership of the
outstanding common stock of 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 loss from Centaur,
including the restatement referred to in Note 7, reflects
adjustments necessary to present Centaur's results in accordance with
generally accepted accounting principles in the United States.
<TABLE>
<CAPTION>
THREE MONTHS ENDED,
------------------------------
FEB. 26, FEB. 27,
2000 1999
(As Restated) (As Restated)
(Note 7) (Note 7)
------------- -------------
<S> <C> <C>
Net sales $22,874 $17,257
Costs and expenses 22,009 16,997
----------- -----------
Operating profit 865 260
Nonoperating expense, principally interest 871 449
----------- -----------
Loss before taxes (6) (189)
Income tax provision (benefit) 48 (30)
----------- -----------
Net loss $ (54) $ (159)
=========== ===========
</TABLE>
<TABLE>
<CAPTION>
FEB. 26, NOV. 27,
2000 1999
(As Restated) (As Restated)
(Note 7) (Note 7)
------------- -------------
<S> <C> <C>
Current assets $35,290 $35,957
Intangible assets 24,816 25,002
Other assets 11,537 11,018
----------- -----------
Total assets $71,643 $71,977
=========== ===========
Current liabilities $31,092 $31,273
Debt 42,323 42,859
Other liabilities 3,970 3,530
----------- -----------
Total liabilities 77,385 77,662
Accumulated deficit (5,742) (5,685)
----------- -----------
Total liabilities and deficit $71,643 $71,977
=========== ===========
</TABLE>
4. STOCK OPTIONS
On January 18, 2000, Griffin's Board of Directors approved the
issuance of 20,000 options under the Griffin Land & Nurseries, Inc., 1997
Stock Option Plan (the "Griffin Stock Option Plan") to certain employees.
Activity under the Griffin Stock Option Plan is summarized as follows:
<TABLE>
<CAPTION>
NUMBER OF WEIGHTED AVG.
OPTIONS EXERCISE PRICE
--------- --------------
<S> <C> <C>
Outstanding at November 27, 1999 601,707 $12.16
Issued after November 27, 1999 20,000 11.22
Cancelled after November 27, 1999 (600) 13.25
------- ------
Outstanding at February 26, 2000 621,107 $12.13
======= ======
Number of option holders at February 26, 2000 37
=======
</TABLE>
Page 8
<PAGE>
<TABLE>
<CAPTION>
WEIGHTED AVG.
REMAINING
OUTSTANDING AT WEIGHTED AVG. CONTRACTUAL LIFE
RANGE OF EXERCISE PRICES FEB. 26, 2000 EXERCISE PRICE (IN YEARS)
------------------------ ------------- -------------- ----------
<S> <C> <C> <C>
Under $3.00 34,435 $ 1.75 4.1
$3.00-$9.00 100,172 7.52 6.0
Over $9.00 486,500 13.81 8.3
-------
621,107
=======
</TABLE>
Options granted in 2000 vest in equal installments on the third, fourth
and fifth anniversaries from the date of grant. At February 26, 2000, there were
140,607 vested options outstanding under the Griffin Stock Option Plan with a
weighted average price of $6.39 per share.
5. PER SHARE RESULTS
Basic and diluted per share results were based on the following:
<TABLE>
<CAPTION>
FOR THE 13 WEEKS ENDED,
--------------------------
FEB. 26, FEB. 27,
2000 1999
(As Restated) (As Restated)
(Note 7) (Note 7)
------------ -----------
<S> <C> <C>
Net loss for computation of basic and diluted per
share results $ (1,704) $ (1,548)
=========== ===========
Weighted average shares for computation of basic
and diluted per share results 4,863,000 4,843,000
=========== ===========
</TABLE>
6. SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION
INVENTORIES
Inventories consist of:
FEB. 26, NOV. 27,
2000 1999
------- -------
Nursery stock $30,237 $26,728
Finished goods 1,666 1,481
Materials and supplies 1,550 987
------- -------
$33,453 $29,196
======= =======
Page 9
<PAGE>
PROPERTY AND EQUIPMENT
Property and equipment consist of:
<TABLE>
<CAPTION>
ESTIMATED USEFUL FEB. 26, NOV. 27,
LIVES 2000 1999
---------------- -------- --------
<S> <C> <C> <C>
Land and improvements $ 7,457 $ 7,402
Buildings 10 to 40 years 4,576 4,198
Machinery and equipment 3 to 20 years 14,699 14,560
-------- --------
26,732 26,160
Accumulated depreciation (12,104) (11,801)
-------- --------
$ 14,628 $ 14,359
======== ========
</TABLE>
Griffin incurred capital lease obligations of $25 and $81, respectively,
in the thirteen weeks ended February 26, 2000 and February 27, 1999.
REAL ESTATE HELD FOR SALE OR LEASE
Real estate held for sale or lease consists of:
<TABLE>
<CAPTION>
ESTIMATED USEFUL FEB. 26, NOV. 27,
LIVES 2000 1999
---------------- -------- --------
<S> <C> <C> <C>
Land $ 4,680 $ 4,723
Land improvements 15 years 3,461 3,461
Buildings 40 years 24,049 23,836
Development costs 10,388 10,027
------- -------
42,578 42,047
Accumulated depreciation (8,506) (8,281)
------- -------
$34,072 $33,766
======= =======
</TABLE>
7. RESTATEMENT
The consolidated financial statements of Griffin for the thirteen
weeks ended February 26, 2000 and February 27, 1999 have been restated to
adjust the amounts previously reported for equity loss from Centaur. The
restatement was required to adjust the timing of the recognition of
subscription revenue of Centaur to comply with generally accepted accounting
principles in the United States. The following summarizes the changes to
previously reported financial information:
<TABLE>
<CAPTION>
FOR THE 13 WEEKS ENDED,
-------------------------------------------------------
FEBRUARY 26, 2000 FEBRUARY 27, 1999
--------------------------- ----------------------
AS AS AS AS
REPORTED RESTATED REPORTED RESTATED
---------- ---------- -------- ---------
<S> <C> <C> <C> <C>
Loss before equity investment ($1,540) ($1,540) ($1,335) ($1,335)
Loss from equity investment (147) (164) (171) (213)
------- ------- ------ ------
Net loss ($1,687) ($1,704) ($1,506) ($1,548)
======= ======= ======= =======
Basic net loss per share ($0.35) ($0.35) ($0.31) ($0.32)
======= ======= ======= =======
Diluted net loss per share ($0.35) ($0.35) ($0.31) ($0.32)
======= ======= ======= =======
</TABLE>
<TABLE>
<CAPTION>
FEBRUARY 26, 2000
-----------------------
AS AS
REPORTED RESTATED
-------- --------
<S> <C> <C>
Total assets $112,033 $111,530
======== ========
Stockholders' equity $ 92,069 $ 91,566
======== ========
</TABLE>
Page 10
<PAGE>
ITEM 2
GRIFFIN LAND & NURSERIES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESTATEMENT
The consolidated financial statements of Griffin for the thirteen
weeks ended February 26, 2000 and February 27, 1999 have been restated to
adjust the amounts previously reported for equity income from Griffin's 35%
investment in Centaur Communications, Ltd. ("Centaur"), a privately owned
publisher based in the United Kingdom. Restatement was required to adjust the
timing of the recognition of subscription revenue of Centaur to comply with
generally accepted accounting principles in the United States.
OVERVIEW
Griffin's operations are comprised of two segments: the landscape
nursery business and the real estate business. The following discussion contains
information relating to the consolidated operations of Griffin and, where
appropriate, separate information regarding each of these segments. As used in
this discussion the term "Imperial" refers to Griffin's landscape nursery
operations (conducted by Griffin's wholly-owned subsidiary, Imperial Nurseries,
Inc.) and the term "Griffin Land" refers to Griffin's real estate operations.
RESULTS OF OPERATIONS
Thirteen Weeks Ended February 26, 2000 Compared to the Thirteen Weeks
Ended February 27, 1999
Griffin's net sales and other revenue were $5.5 million in the thirteen
weeks ended February 26, 2000 (the "2000 first quarter") as compared to net
sales and other revenue of $5.2 million in the thirteen weeks ended February 27,
1999 (the "1999 first quarter"). The increase of $0.3 million reflects higher
net sales at Griffin Land partially offset by slightly lower net sales at
Imperial. Imperial's net sales decreased $0.1 million to $4.1 million in the
2000 first quarter from $4.2 million in the 1999 first quarter. The decrease
reflects lower sales volume of winter related products in the 2000 first quarter
as compared to the 1999 first quarter at Imperial's wholesale sales and service
centers. The decrease of winter product sales was attributed to the relatively
milder winter weather in Imperial's markets in the 2000 first quarter as
compared to the 1999 first quarter. Net sales and other revenue at Griffin Land
increased $0.4 million to $1.3 million in the 2000 first quarter from $0.9
million in the 1999 first quarter. The net sales and other revenue increase at
Griffin Land principally reflects sales of residential lots in the 2000 first
quarter which generated proceeds of $0.3 million. There were no land sales in
the 1999 first quarter. The balance of the net sales and other revenue increase
at Griffin Land in the 2000 first quarter, as compared to the 1999 first
quarter, was due to higher revenue from leasing.
Griffin's operating loss (before interest) was $2.4 million in the 2000
first quarter as compared to an operating loss of $2.1 million in the 1999 first
quarter. Imperial incurred an operating loss of $2.1 million in the 2000 first
quarter as compared to an operating loss of $1.7 million in the 1999 first
quarter. The first quarter historically incurs an operating loss in the nursery
business because of the low volume of plant sales during the winter months. The
increase in Imperial's operating loss in the 2000 first quarter, as compared to
the 1999 first quarter, principally reflects higher operating expenses incurred
to support Imperial's sales and service centers.
Griffin Land had an operating profit (before interest) of $0.1
million in the 2000 first quarter as compared to an operating loss of $0.1
million in the 1999 first quarter. The improved results at Griffin Land
reflect gains on the residential land sales and the higher rental revenue in
the 2000 first quarter, partially offset by slightly higher operating
expenses.
Griffin's interest expense increased to $0.2 million in the 2000 first
quarter as compared to less than $0.1 million in the 1999 first quarter. The
higher interest expense reflects the mortgage entered into by Griffin Land in
the third quarter of last year.
The loss from Griffin's equity investment in Centaur in the 2000
first quarter was lower than the equity loss in 1999 first quarter. Centaur
had an increase in operating profit, substantially offset by higher interest
expense. The increase in Centaur's interest expense principally reflects
Centaur's borrowings to finance an acquisition in the 1999 second quarter.
Page 11
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
Griffin's net cash used in operating activities was $1.6 million in
the 2000 first quarter as compared to net cash used in operating activities
of $ 1.1 million in the 1999 first quarter. The increase in cash used in
operations principally reflects the effect of an income tax refund of $0.9
million received in the 1999 first quarter. Net cash used for working capital
items in the 2000 first quarter was less than net cash used for working
capital items in the 1999 first quarter.
Net cash used in investing activities was $1.3 million in the 2000
first quarter as compared to $2.8 million in the 1999 first quarter, reflecting
a lower amount of additions to property and equipment and a lower amount of
additions to Griffin's real estate holdings. The lower amount of additions to
property and equipment in the 2000 first quarter, as compared to the 1999 first
quarter, principally reflects the 1999 first quarter additions including the
acquisition of land to expand Imperial's Cincinnati sales and service center. In
the 2000 first quarter, Imperial continued several capital projects, started in
fiscal 1999, to improve and expand its containerized plant production facilities
in Florida and Connecticut. These projects are expected to be completed over the
next six to twelve months at a projected cost of approximately $4.0 million. In
fiscal 1999, Imperial entered into an agreement to acquire land in central New
Jersey for a new wholesale sales and service center. Completion of the land
purchase is contingent upon receiving all required regulatory approvals to
operate a wholesale sales and service center on that site. If such approval is
received, expenditures for the land acquisition and site work are projected to
be approximately $3.9 million to be expended in fiscal 2000 and fiscal 2001.
Sites for additional sales and service centers are also being considered.
The lower amount of additions to real estate in the 2000 first quarter,
as compared to the 1999 first quarter, reflects the effect of expenditures in
the 1999 first quarter for construction of a 100,000 square foot warehouse in
the New England Tradeport. The shell of that new warehouse was completed in the
1999 second quarter. There were no such construction projects during the 2000
first quarter. A significant portion of Griffin's additions to its real estate
holdings in the 2000 first quarter reflect subdivision activities related to a
proposed residential development. Griffin has started construction of new
buildings in fiscal 2000 to provide additional space for lease. A portion of
the new construction is being built on speculation. Additional construction
being considered is dependent on the leasing status of the recently
constructed 100,000 square foot warehouse in the New England Tradeport, which is
being actively marketed but is not yet leased.
Net cash provided by financing activities in the 2000 first quarter
reflects Griffin's initial borrowings under its $20 million revolving credit
loan (the "Griffin Credit Agreement") entered into in the 1999 third quarter.
Management believes that in the near term, based on the current level
of operations and anticipated growth, its cash on hand, cash flow from
operations and borrowings under the Griffin Credit Agreement will be sufficient
to finance the working capital requirements and expected capital expenditures of
its landscape nursery business and fund development of its real estate assets.
Over the intermediate and long term, selective mortgage placements or additional
bank credit facilities may also be required to fund capital projects.
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 leasing of its new warehouse completed
in 1999 and possible construction of additional facilities in the real estate
business, subdivision approvals, the improvements and expansion of Imperial's
farm operations, and the opening of a wholesale sales and service center in
central New Jersey. 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 12
<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 2000 first quarter.
Page 13
<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: September 15, 2000 ----------------------------------------
FREDERICK M. DANZIGER
President and Chief Executive Officer
/S/ ANTHONY J. GALICI
DATE: September 15, 2000 ----------------------------------------
ANTHONY J. GALICI
Vice President, Chief Financial Officer
and Secretary
Page 14
