Stockholders' Equity

12 Months Ended

Dec. 01, 2012

Stockholders' Equity

Stockholders' Equity

14. Stockholders' Equity

• Per Share Results

        Basic and diluted results per share were based on the following:

	For the Fiscal Years Ended,
	Dec. 1, 2012			Dec. 3, 2011			Nov. 27, 2010
Loss as reported from continuing operations for computation of basic and diluted per share results, net of tax	$	(681	)	$	(2,997	)	$	(5,015	)
Income as reported from discontinued operation for computation of basic and diluted per share results, net of tax		1,647			523			528
Net income (loss)	$	966		$	(2,474	)	$	(4,487	)
Weighted average shares outstanding for computation of basic per share results		5,138,000			5,130,000			5,105,000
Incremental shares from assumed exercise of Griffin stock options (a)		—			—			—
Adjusted weighted average shares for computation of diluted per share results		5,138,000			5,130,000			5,105,000

(a)

Incremental shares from the assumed exercise of Griffin stock options are not included in periods where inclusion of such shares would be anti-dilutive. For the fiscal years ended December 1, 2012, December 3, 2011 and November 27, 2010 the incremental shares from the assumed exercise of stock options would have been 5,000, 8,000 and 15,000 shares, respectively.

• Griffin Stock Option Plan

        The Griffin Land & Nurseries, Inc. 2009 Stock Option Plan (the "2009 Stock Option Plan") makes available options to purchase 386,926 shares of Griffin common stock, including 161,926 options to purchase the 161,926 shares that were available for issuance under Griffin's prior stock option plan. The Compensation Committee of Griffin's Board of Directors administers the 2009 Stock Option Plan. Options granted under the 2009 Stock Option Plan may be either incentive stock options or non-qualified stock options issued at fair market value on the date approved by Griffin's Compensation Committee. Vesting of all of Griffin's stock options is solely based upon service requirements and does not contain market or performance conditions.

        Stock options issued will expire ten years from the grant date. In accordance with the 2009 Stock Option Plan, stock options issued to non-employee directors upon their initial election to the board of directors are fully exercisable immediately upon the date of the option grant. Stock options issued to non-employee directors upon their reelection to the board of directors vest on the second anniversary from the date of grant. Stock options issued to employees vest in equal installments on the third, fourth and fifth anniversaries from the date of grant. None of the stock options outstanding at December 1, 2012 may be exercised as stock appreciation rights.

        The following options were granted by Griffin under the 2009 Stock Option Plan to non-employee directors either upon their initial election or their re-election to Griffin's Board of Directors and to Griffin's employees:

	For the Fiscal Years Ended,
	December 1, 2012			December 3, 2011			November 27, 2010
	Number of Shares		Fair Value per Option at Grant Date	Number of Shares		Fair Value per Option at Grant Date	Number of Shares		Fair Value per Option at Grant Date
Non-employee directors		10,996	$10.66 - $14.89		8,712	$12.03		8,202	$	13.48
Employees		—			104,500	$10.37 - $12.88		—
Total		10,996			113,212			8,202

        The fair values were estimated as of the date of each grant using the Black-Scholes option-pricing model. The following assumptions were used in determining the fair values of each option:

	For the Fiscal Years Ended,
	Dec. 1, 2012	Dec. 3, 2011	Nov. 27, 2010
Expected volatility	39.6% - 41.1%	42.0% - 43.4%		42.3	%
Range of risk free interest rates	1.02% - 1.19%	2.06% - 2.81%		3.0	%
Expected option term (in years)	8.5	5 to 8.5		8.5
Annual dividend yield	0% - 0.7%	1.4%		1.4	%

        Compensation expense and related tax benefits for stock options were as follows:

	For the Fiscal Years Ended,
	Dec. 1, 2012		Dec. 3, 2011		Nov. 27, 2010
Compensation expense	$	604	$	564	$	392
Related tax benefit	$	148	$	138	$	99

        Forfeiture rates of 0%, 22.6% and 41.1% were utilized based on the historical activity of the grantees, including the groups in which the grantees are part of, such as non-employee directors, executives and all other employees.

        A summary of the activity under the 2009 Stock Option Plan is as follows:

Vested Options	Number of Shares			Weighted Avg. Exercise Price
Outstanding at November 28, 2009		71,133		$	17.61
Exercised in 2010		(31,101	)		12.20
Vested in 2010		5,698			32.84
Outstanding at November 27, 2010		45,730			23.18
Exercised in 2011		(10,667	)		17.45
Vested in 2011		19,012			31.06
Outstanding at December 3, 2011		54,075			27.08
Exercised in 2012		(6,741	)		17.80
Vested in 2012		38,049			32.19
Forfeited in 2012		(4,932	)		32.43
Outstanding at December 1, 2012		80,451		$	29.95

        The intrinsic value of options exercised in fiscal 2012, fiscal 2011 and fiscal 2010 was $49, $137 and $468, respectively.

Range of Exercise Prices for Vested Options	Outstanding at Dec. 1, 2012		Weighted Avg. Exercise Price		Weighted Avg. Remaining Contractual Life (in years)		Total Intrinsic Value
$11.00 - $12.00		6,776	$	11.81		0.5	$	92
$23.00 - $32.00		28,934	$	28.38		4.7		2
$32.00 - $39.00		44,741	$	33.72		6.0		—
		80,451	$	29.95		5.1	$	94

Nonvested Options	Number of Shares			Weighted Avg. Exercise Price
Outstanding at November 28, 2009		101,377		$	32.84
Granted in 2010		8,202			29.25
Vested in 2010		(5,698	)		32.84
Outstanding at November 27, 2010		103,881			32.56
Granted in 2011		113,212			28.68
Vested in 2011		(19,012	)		31.06
Forfeited in 2011		(7,638	)		28.47
Outstanding at December 3, 2011		190,443			30.56
Granted in 2012		10,996			25.45
Vested in 2012		(38,049	)		32.19
Outstanding at December 1, 2012		163,390		$	29.84

Range of Exercise Prices for Nonvested Options	Outstanding at Dec. 1, 2012		Weighted Avg. Exercise Price		Weighted Avg. Remaining Contractual Life (in years)		Total Intrinsic Value
$23.00 - $29.00		115,056	$	28.41		8.2	$	11
$33.00 - $35.00		48,334	$	33.24		6.0		—
		163,390	$	29.84		7.6	$	11
Number of option holders at December 1, 2012						18

        As of December 1, 2012, the unrecognized compensation expense related to nonvested stock options that will be recognized during future periods is as follows:

Fiscal 2013	$	403
Fiscal 2014	$	213
Fiscal 2015	$	90
Fiscal 2016	$	12

        The total grant date fair value of options vested during fiscal 2012, fiscal 2011 and fiscal 2010 was $523, $269 and $87, respectively.

• Accumulated Other Comprehensive Loss

        As of December 1, 2012, Griffin held 5,277,150 shares of common stock in Centaur Media and accounts for its investment in Centaur Media as an available-for-sale security under FASB ASC 320-10. Accordingly, the investment in Centaur Media is carried at its fair value on Griffin's consolidated balance sheet, with increases or decreases recorded, net of tax, as a component of other comprehensive income. Upon the sale of shares in Centaur Media, the change, net of tax, in the value of the shares of Centaur Media that were sold during the time Griffin held those shares is reclassified from accumulated other comprehensive loss and included in Griffin's consolidated statement of operations.

        Griffin complies with FASB ASC 715-10 which requires an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income. As a result, in fiscal 2012 and fiscal 2011, noncurrent liabilities increased by $77 and $56, respectively, and other comprehensive income decreased by $48 and $35, respectively, after tax. In fiscal 2010, noncurrent liabilities decreased by $304 and other comprehensive income increased by $188, after tax.

        Accumulated other comprehensive loss is comprised of the following:

	Dec. 1, 2012			Dec. 3, 2011
Unrealized loss on cash flow hedges	$	(2,011	)	$	(1,522	)
Unrealized gain on investment in Centaur Media plc		1,054			260
Actuarial gain on postretirement benefits plan		236			284
	$	(721	)	$	(978	)

• Cash Dividends

        In November 2011, Griffin's Board of Directors considered its dividend policy for succeeding years and decided that, beginning in fiscal 2012, rather than continuing to pay a quarterly dividend, it will consider the payment of an annual dividend at the end of its fiscal year. This change permits the Board to evaluate better both Griffin's prior full year results and its cash needs for the succeeding year when determining whether to declare an annual dividend.

        In fiscal 2012, Griffin declared an annual dividend of $0.20 per common share, which was paid in the 2013 first quarter. In fiscal 2012, Griffin paid cash dividends of $513 to its common stockholders reflecting the dividend declared in the 2011 fourth quarter. In fiscal 2011 and fiscal 2010, Griffin declared a dividend of $0.10 per common share for each quarter and paid $2,052 and $2,041, respectively, of dividends to its common stockholders.

• Treasury Stock

        In fiscal 2012, Griffin received 1,355 shares of its common stock in connection with the exercise of stock options. The shares received were recorded as treasury stock, which resulted in an increase in treasury stock of $40. In fiscal 2011 and fiscal 2010, Griffin did not receive any shares of its common stock in connection with the exercise of stock options.