GRIFFIN LAND & NURSERIES INC - 10-Q Quarterly Report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

X	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED FEBRUARY 26, 2005

	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______ TO _____

Commission File No. 0-29288

GRIFFIN LAND & NURSERIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	06-0868496
(state or other jurisdiction of incorporation or organization)	(IRS Employer 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

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes No x

Number of shares of Common Stock outstanding at March 25, 2005: 4,963,438

GRIFFIN LAND & NURSERIES, INC.

Form 10-Q

PART I -		FINANCIAL INFORMATION
	ITEM 1 -
		Financial Statements

		Consolidated Statements of Operations
		13 Weeks Ended February 26, 2005 and February 28, 2004	3

		Consolidated Balance Sheets
		February 26, 2005 and November 27, 2004	4

		Consolidated Statements of Changes in Stockholders’ Equity
		13 Weeks Ended February 26, 2005 and February 28, 2004	5

		Consolidated Statements of Cash Flows
		13 Weeks Ended February 26, 2005 and February 28, 2004	6

		Notes to Consolidated Financial Statements	7-15

	ITEM 2 -	Management’s Discussion and Analysis of
		Financial Condition and Results of Operations	16-21

	ITEM 3 -	Quantitative and Qualitative Disclosures About Market Risk	21-22

	ITEM 4 -	Controls and Procedures	22

PART II -		OTHER INFORMATION

	ITEM 6 -	Exhibits	23

		SIGNATURES	24

PART I	FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS

Griffin Land & Nurseries, Inc.

Consolidated Statements of Operations

(dollars in thousands, except per share data)

(unaudited)

	For the 13 Weeks Ended,
	Feb. 26, 2005			Feb. 28, 2004
Landscape nursery net sales	$	464		$	422
Rental revenue and property sales		2,840			2,484
Total revenue		3,304			2,906

Costs of landscape nursery sales		597			442
Costs related to rental revenue and property sales		2,259			1,892
Total costs of goods sold		2,856			2,334

Gross profit		448			572
Selling, general and administrative expenses		2,312			1,969
Operating loss		(1,864	)		(1,397	)
Interest expense		(536	)		(707	)
Interest income, dividend income and gains
on short-term investments		186			6
Loss before income tax benefit and equity investment		(2,214	)		(2,098	)
Income tax benefit		(760	)		(783	)
Loss before equity investment		(1,454	)		(1,315	)
Loss from equity investment		-			(89	)
Net loss	$	(1,454	)	$	(1,404	)

Basic net loss per common share	$	(0.29	)	$	(0.29	)
Diluted net loss per common share	$	(0.29	)	$	(0.29	)

See Notes to Consolidated Financial Statements.

Griffin Land & Nurseries, Inc.

Consolidated Balance Sheets

(dollars in thousands, except per share data)

(unaudited)

	Feb. 26, 2005		Nov. 27, 2004
ASSETS
Current Assets:
Cash and cash equivalents	$	508	$	8,827
Short-term investments, net		30,336		30,173
Accounts receivable, less allowance of $159 and $188		908		2,162
Inventories		37,556		32,184
Deferred income taxes		1,772		1,572
Other current assets		3,969		3,423
Total current assets		75,049		78,341
Real estate held for sale or lease, net		67,587		66,043
Property and equipment, net		11,164		11,310
Investment in Centaur Holdings, plc		12,800		11,290
Other assets		9,219		9,413
Total assets	$	175,819	$	176,397

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued liabilities	$	5,296	$	5,921
Current portion of long-term debt		855		855
Total current liabilities		6,151		6,776
Long-term debt		31,259		31,479
Deferred income taxes		2,608		1,979
Other noncurrent liabilities		1,669		1,600
Total liabilities		41,687		41,834

Commitments and contingencies (Note 9)

Stockholders' Equity:
Common stock, par value $0.01 per share, 10,000,000 shares
authorized, 4,963,438 and 4,959,162 shares issued and
outstanding, respectively		50		50
Additional paid-in capital		94,741		94,699
Retained earnings		33,156		34,610
Accumulated other comprehensive income		6,185		5,204
Total stockholders' equity		134,132		134,563
Total liabilities and stockholders' equity	$	175,819	$	176,397

See Notes to Consolidated Financial Statements.

Griffin Land & Nurseries, Inc.

Consolidated Statements of Changes in Stockholders’ Equity

(dollars in thousands)

(unaudited)

	Shares of Common Stock		Common Stock		Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Income		Total			Total Comprehensive Income (Loss)
Balance at Nov. 29, 2003		4,876,916	$	49	$	93,392	$	3,612		$	271	$	97,324		$	-

Exercise of stock options		11,212		-		122		-			-		122			-

Net loss		-		-		-		(1,404	)		-		(1,404	)		(1,404	)