INDUS REALTY TRUST, INC. - FORM 8-K - EX-99.1 - EXHIBIT 99.1

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8-K - DISPOSITION OF MANCHESTER WAREHOUSE - INDUS REALTY TRUST, INC.	dispositionofasset.htm

Exhibit 99.1
GRIFFIN LAND & NURSERIES, INC.
Pro Forma Consolidated Balance Sheet
August 27, 2011
(dollars in thousands, except per share data)
(unaudited)

								Pro
	Historical			Adjustments				Forma
ASSETS
Current Assets:
Cash and cash equivalents	$	5,517						$	5,517
Accounts receivable, less allowance of $158		2,563							2,563
Inventories, net		14,830							14,830
Deferred income taxes		405							405
Other current assets		4,751			(215	)	(a)		4,536
Total current assets		28,066			(215	)			27,851
Real estate held for sale or lease, net		129,141			(11,892	)	(a)		117,249
Available-for-sale securities - Investment in Centaur Media plc		3,412							3,412
Property and equipment, net		2,288							2,288
Deferred income taxes		4,000			354		(c)		4,354
Sale proceeds held in escrow		-			15,532		(b)		15,532
Other assets		11,184			(766	)	(a)		10,418
Total assets	$	178,091		$	3,013			$	181,104

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt	$	8,576						$	8,576
Income taxes payable		-			922		(c)		922
Accounts payable and accrued liabilities		4,241							4,241
Deferred revenue		1,844			(116	)	(a)		1,728
Total current liabilities		14,661			806				15,467
Long-term debt		53,198							53,198
Other noncurrent liabilities		6,908							6,908
Total liabilities		74,767			806				75,573

Commitments and contingencies

Stockholders' Equity:
Common stock, par value $0.01 per share, 10,000,000 shares
authorized, 5,521,170 shares issued, 5,134,204 shares outstanding		55							55
Additional paid-in capital		106,253			812		(c)		107,065
Retained earnings		11,086			1,395		(d)		12,481
Accumulated other comprehesive loss, net of tax		(644	)						(644	)
Treasury stock, at cost, 386,966 shares		(13,426	)						(13,426	)
Total stockholders' equity		103,324			2,207				105,531
Total liabilities and stockholders' equity	$	178,091		$	3,013			$	181,104

See accompanying Notes to Pro Forma Consolidated Financial Statements.

GRIFFIN LAND & NURSERIES, INC.
Pro Forma Consolidated Statement of Operations
Thirty-Nine Weeks Ended August 27, 2011
(dollars in thousands, except per share data)
(unaudited)

								Pro
	Historical			Adjustments				Forma

Rental revenue and property sales	$	15,111			(1,223	)	(e)	$	13,888
Landscape nursery net sales
and other revenue		12,414							12,414
Total revenue		27,525			(1,223	)			26,302

Costs related to rental revenue
and property sales		10,157			(552	)	(e)		9,605
Costs of landscape nursery sales
and other revenue		11,759							11,759
Total costs of goods sold and costs
related to rental revenue and property sales		21,916			(552	)			21,364

Gross profit		5,609			(671	)			4,938

Selling, general and administrative expenses		7,833							7,833
Gain on insurance recovery		(200	)						(200	)
Operating loss		(2,024	)		(671	)			(2,695	)
Interest expense		(3,193	)						(3,193	)
Investment income		105							105
Loss before income tax benefit		(5,112	)		(671	)			(5,783	)
Income tax benefit		1,926			257		(g)		2,183
Loss from continuing operations	$	(3,186	)	$	(414	)		$	(3,600	)

Basic loss per common share from continuing operations	$	(0.62	)					$	(0.70	)

Diluted loss per common share from continuing operations	$	(0.62	)					$	(0.70	)

Weighted average number of common shares outstanding		5,129,000							5,129,000

See accompanying Notes to Pro Forma Consolidated Financial Statements.

GRIFFIN LAND & NURSERIES, INC.
Pro Forma Consolidated Statement of Operations
Thirty-Nine Weeks Ended August 28, 2010
(dollars in thousands, except per share data)
(unaudited)

								Pro
	Historical			Adjustments				Forma

Rental revenue and property sales	$	14,062			(1,217	)	(e)	$	12,845
Landscape nursery net sales
and other revenue		13,767							13,767
Total revenue		27,829			(1,217	)			26,612

Costs related to rental revenue
and property sales		9,790			(571	)	(e)		9,219
Costs of landscape nursery sales
and other revenue		13,320							13,320
Total costs of goods sold and costs
related to rental revenue and property sales		23,110			(571	)			22,539

Gross profit		4,719			(646	)			4,073

Selling, general and administrative expenses		7,957							7,957
Operating loss		(3,238	)		(646	)			(3,884	)
Interest expense		(3,355	)		121		(f)		(3,234	)
Investment income		194							194
Loss before income tax benefit		(6,399	)		(525	)			(6,924	)
Income tax benefit		2,457			200		(g)		2,657
Loss from continuing operations	$	(3,942	)	$	(325	)		$	(4,267	)

Basic loss per common share from continuing operations	$	(0.77	)					$	(0.84	)

Diluted loss per common share from continuing operations	$	(0.77	)					$	(0.84	)

Weighted average number of common shares outstanding		5,103,000							5,103,000

See accompanying Notes to Pro Forma Consolidated Financial Statements.

GRIFFIN LAND & NURSERIES, INC.
Pro Forma Consolidated Statement of Operations
Fiscal Year Ended November 27, 2010
(dollars in thousands, except per share data)
(unaudited)

								Pro
	Historical			Adjustments				Forma

Rental revenue and property sales	$	19,528			(1,624	)	(e)	$	17,904
Landscape nursery net sales
and other revenue		16,083							16,083
Total revenue		35,611			(1,624	)			33,987

Costs related to rental revenue
and property sales		13,065			(752	)	(e)		12,313
Costs of landscape nursery sales
and other revenue		15,430							15,430
Total costs of goods sold and costs
related to rental revenue and property sales		28,495			(752	)			27,743

Gross profit		7,116			(872	)			6,244

Selling, general and administrative expenses		10,263							10,263
Operating loss		(3,147	)		(872	)			(4,019	)
Interest expense		(4,456	)		134		(f)		(4,322	)
Investment income		302							302
Loss before income tax benefit		(7,301	)		(738	)			(8,039	)
Income tax benefit		2,814			280		(g)		3,094
Loss from continuing operations	$	(4,487	)	$	(458	)		$	(4,945	)

Basic loss per common share from continuing operations	$	(0.88	)					$	(0.97	)

Diluted loss per common share from continuing operations	$	(0.88	)					$	(0.97	)

Weighted average number of common shares outstanding		5,105,000							5,105,000

See accompanying Notes to Pro Forma Consolidated Financial Statements.

GRIFFIN LAND & NURSERIES, INC.
Pro Forma Consolidated Statement of Operations
Fiscal Year Ended November 28, 2009
(dollars in thousands, except per share data)
(unaudited)

								Pro
	Historical			Adjustments				Forma

Rental revenue and property sales	$	17,130			(1,621	)	(e)	$	15,509
Landscape nursery net sales
and other revenue		22,069							22,069
Total revenue		39,199			(1,621	)			37,578

Costs related to rental revenue
and property sales		12,322			(757	)	(e)		11,565
Costs of landscape nursery sales
and other revenue		21,570							21,570
Total costs of goods sold and costs
related to rental revenue and property sales		33,892			(757	)			33,135

Gross profit		5,307			(864	)			4,443

Selling, general and administrative expenses		10,667							10,667
Operating loss		(5,360	)		(864	)			(6,224	)
Interest expense		(3,522	)		257		(f)		(3,265	)
Investment income		182							182
Loss before income tax benefit		(8,700	)		(607	)			(9,307	)
Income tax benefit		3,187			231		(g)		3,418
Loss from continuing operations	$	(5,513	)	$	(376	)		$	(5,889	)

Basic loss per common share from continuing operations	$	(1.09	)					$	(1.16	)

Diluted loss per common share from continuing operations	$	(1.09	)					$	(1.16	)

Weighted average number of common shares outstanding		5,080,000							5,080,000

See accompanying Notes to Pro Forma Consolidated Financial Statements.

GRIFFIN LAND & NURSERIES, INC.
Pro Forma Consolidated Statement of Operations
Fiscal Year Ended November 29, 2008
(dollars in thousands, except per share data)
(unaudited)

								Pro
	Historical			Adjustments				Forma

Rental revenue and property sales	$	19,909			(371	)	(e)	$	19,538
Landscape nursery net sales
and other revenue		24,637							24,637
Total revenue		44,546			(371	)			44,175

Costs related to rental revenue
and property sales		13,233			(892	)	(e)		12,341
Costs of landscape nursery sales
and other revenue		29,933							29,933
Total costs of goods sold and costs
related to rental revenue and property sales		43,166			(892	)			42,274

Gross profit		1,380			521				1,901

Selling, general and administrative expenses		10,928							10,928
Restructuring charge		1,655							1,655
Operating loss		(11,203	)		521				(10,682	)
Interest expense		(3,261	)						(3,261	)
Investment income		1,085							1,085
Loss before income tax benefit		(13,379	)		521				(12,858	)
Income tax benefit		5,094			(198	)	(g)		4,896
Loss from continuing operations	$	(8,285	)	$	323			$	(7,962	)

Basic loss per common share from continuing operations	$	(1.64	)					$	(1.57	)

Diluted loss per common share from continuing operations	$	(1.64	)					$	(1.57	)

Weighted average number of common shares outstanding		5,060,000							5,060,000

See accompanying Notes to Pro Forma Consolidated Financial Statements.

Griffin Land & Nurseries, Inc.

Notes to Pro Forma Consolidated Financial Statements

(amounts in thousands)

(unaudited)

Note 1: Presentation

On January 31, 2012, Griffin Land & Nurseries, Inc. (“Griffin”) closed on the sale of its 308,000 square foot warehouse in Manchester, Connecticut (the “Manchester Transaction”) to the lessee in that facility. The facility was sold for $16.0 million in cash, before transaction costs. The proceeds were placed in escrow for the potential purchase of replacement property under a Section 1031 like-kind exchange, although Griffin has not identified a potential replacement property. If a Section 1031 like-kind exchange is not completed, the escrowed funds will be returned to Griffin.

The accompanying Pro Forma Consolidated Balance Sheet as of August 27, 2011 presents Griffin’s historical amounts, adjusted for the effects of the Manchester Transaction, as if such transaction had occurred on August 27, 2011.

The accompanying Pro Forma Consolidated Balance Sheet is unaudited and is not necessarily indicative of what Griffin’s financial position would have been had the Manchester Transaction actually occurred on August 27, 2011, nor does it purport to represent Griffin’s future financial position.

The accompanying Pro Forma Consolidated Statements of Operations for the thirty-nine weeks ended August 27, 2011 and August 28, 2010, and the fiscal years ended November 27, 2010, November 28, 2009 and November 29, 2008 present Griffin’s historical amounts, adjusted for the effects of the Manchester Transaction, as if it had occurred at the beginning of Griffin’s 2008 fiscal year. Pro Forma Consolidated Statements of Operation for the fiscal years ended November 27, 2010, November 28, 2009 and November 29, 2008 are included herein because the property sold in the Manchester Transaction has not yet been reflected in Griffin’s historical financial statements as a discontinued operation.

The accompanying Pro Forma Consolidated Statements of Operations for the thirty-nine weeks ended August 27, 2011 and August 28, 2010 and the fiscal years ended November 27, 2010, November 28, 2009 and November 29, 2008 are unaudited and are not necessarily indicative of what Griffin’s results of operations would have been had the Manchester Transaction actually occurred at the beginning of Griffin’s 2008 fiscal year.

Note 2: Pro Forma Consolidated Balance Sheet Notes

a)	Represents the de-recognition of the carrying amounts as of August 27, 2011 of the assets and liabilities related to the property sold in the Manchester Transaction.

Represents the net cash proceeds received from the Manchester Transaction and placed in escrow for the purchase of a potential replacement property under a Section 1031 like-kind exchange. As of the closing of the Manchester Transaction, Griffin had not identified a replacement property, and if an acquisition of a replacement property under a Section 1031 like-kind exchange is not completed, the escrowed funds will be returned to Griffin.

c)	Represents the effect of income taxes on the pro forma pretax gain of $2,775 from the Manchester Transaction. Income taxes reflect the statutory federal tax rate of 35% and an effective state tax rate of 15% due principally to the effect of a preference tax payable to the state of Connecticut.

d)	Represents the increase in retained earnings, based on the pro forma pretax gain less related pro forma income taxes as a result of the Manchester Transaction.

Note 3: Pro Forma Consolidated Statements of Operations Notes

e)	Represents the revenues and expenses of the property sold in the Manchester Transaction for the thirty-nine weeks ended August 27, 2011 and August 28, 2010 and the fiscal years ended November 27, 2010, November 28, 2009 and November 29, 2008.

Reflects adjustment to reduce interest expense for interest incurred under Griffin’s revolving line of credit that would not have been incurred because Griffin would have used the net cash proceeds from the Manchester Transaction instead of borrowing under its revolving line of credit. This assumption reflects Griffin receiving the cash proceeds originally placed in escrow at the closing of the Manchester Transaction because a Section 1031 like-kind exchange does not take place.

g)	Represents the effect on income taxes at statutory rates from the pro forma adjustments related to the Manchester Transaction.

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