Stockholders' Equity

3 Months Ended

Mar. 03, 2012

Stockholders' Equity

Stockholders' Equity

10.     Stockholders’ Equity

Earnings Per Share

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

	For the 13 Weeks Ended,
	March 3, 2012			February 26, 2011
Loss as reported from continuing operations for computation of basic and diluted per share results, net of tax	$	(1,125	)	$	(2,266	)
Income as reported from discontinued operation for computation of basic and diluted per share results, net of tax	1,647			137
Net income (loss)	$	522		$	(2,129	)
Weighted average shares outstanding for computation of basic per share results	5,134,000			5,124,000
Incremental shares from assumed exercise of Griffin stock options (a)	—			—
Adjusted weighted average shares for computation of diluted per share results	5,134,000			5,124,000

(a)Incremental shares from the assumed exercise of Griffin stock options are not included in periods where the inclusion of such shares would be anti-dilutive.  Such assessment is based on income (loss) from continuing operations when net income (loss) includes discontinued operations.  The incremental shares from the assumed exercise of stock options in the 2012 first quarter and 2011 first quarter would have been 5,000 and 10,000, respectively.

Griffin Stock Option Plan

Stock options are granted by Griffin under the Griffin Land & Nurseries, Inc. 2009 Stock Option Plan (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 previously issued 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 March 3, 2012 may be exercised as stock appreciation rights.

Griffin did not grant any stock options in the 2012 first quarter.  In the 2011 first quarter, 104,500 stock options were granted by Griffin under the 2009 Stock Option Plan.  The fair values of the stock options granted in the 2011 first quarter were $12.88 for 87,500 options and $10.37 for 17,000 options.  The fair values of all options granted in the 2011 first quarter were estimated as of the grant date using the Black-Scholes option-pricing model.  Assumptions used in determining the fair value of the stock options granted in the 2011 first quarter were as follows:

Expected volatility	42.2% to 43.4%
Risk free interest rate	2.06% to 2.81%
Expected option term	5 to 8.5
Annual dividend yield	$0.40

Activity under the Griffin Stock Option Plan is summarized as follows:

	For the 13 Weeks Ended,
	March 3, 2012			February 26, 2011
Vested Options	Number of Shares	Weighted Avg. Exercise Price		Number of Shares		Weighted Avg. Exercise Price
Outstanding at beginning of period	54,075	$	27.08	45,730		$	23.18
Exercised	—	$	—	(667	)	$	13.00
Vested	28,333	$	33.36	8,333		$	34.04
Outstanding at end of period	82,408	$	29.24	53,396		$	25.00

Range of Exercise Prices for Vested Options	Outstanding at March 3, 2012	Weighted Avg. Exercise Price		Weighted Avg. Remaining Contractual Life (in years)	Total Intrinsic Value		Total Grant Date Fair Value
$11.00-$18.00	12,098	$	13.22	0.9	$	141	$	73
$24.00-$32.00	25,211	$	28.60	3.5	—		358
$33.00-$39.00	45,099	$	33.89	6.3	—		669
	82,408	$	29.24	4.7	$	141	$	1,100

	For the 13 Weeks Ended,
	March 3, 2012				February 26, 2011
Nonvested Options	Number of Shares		Weighted Avg. Exercise Price		Number of Shares		Weighted Avg. Exercise Price
Nonvested at beginning of period	190,443		$	30.56	103,881		$	32.56
Granted	—		$	—	104,500		$	28.77
Vested	(28,333	)	$	33.36	(8,333	)	$	34.04
Nonvested at end of period	162,110		$	30.07	200,048		$	30.52

Range of Exercise Prices for Nonvested Options	Outstanding at March 3, 2012	Weighted Avg. Exercise Price		Weighted Avg. Remaining Contractual Life (in years)	Total Intrinsic Value		Total Grant Date Fair Value
$27.00-$30.00	113,776	$	28.73	9.1	$	—	$	1,426
$33.00-$35.00	48,334	$	33.24	7.0	—		668
	162,110	$	30.07	8.5	$	—	$	2,094

Number of option holders at March 3, 2012 18

Compensation expense for stock options recognized in the 2012 first quarter and the 2011 first quarter was $138 and $115, respectively, with related tax benefits of $35 and $30, respectively.  As of March 3, 2012, the unrecognized compensation expense related to nonvested stock options that will be recognized during future periods is as follows:

Balance of Fiscal 2012	$	347
Fiscal 2013	$	365
Fiscal 2014	$	197
Fiscal 2015	$	90
Fiscal 2016	$	12

Accumulated Other Comprehensive Income

Changes in accumulated other comprehensive income (loss) in the 2012 first quarter and 2011 first quarter consist of the following:

	For the 13 Weeks Ended,
	March 3, 2012			February 26, 2011
Balance at beginning of period	$	(978	)	$	1,007
(Decrease) increase in fair value of cash flow hedges, net of taxes of ($89) and $280, respectively	(151		)	478
Increase in fair value of Centaur Media, net of taxes of $162 and $144, respectively	301			267
Increase in fair value of Centaur Media due to exchange gain, net of taxes of $18 and $65, respectively	33			121
Balance at end of period	$	(795	)	$	1,873
Accumulated other comprehensive income (loss) is comprised of the following:

	March 3, 2012			December 3, 2011
Unrealized gain on investment in Centaur Media	$	594		$	260
Unrealized loss on cash flow hedges	(1,673		)	(1,522		)
Actuarial gain on postretirement benefit plan	284			284
	$	(795	)	$	(978	)

Cash Dividend

Griffin did not declare a cash dividend in the 2012 first quarter.  During the 2012 first quarter, Griffin paid $513 for the cash dividend declared in the 2011 fourth quarter.  In the 2011 first quarter, Griffin declared a cash dividend of $0.10 per common share for holders of record as of the close of business on February 22, 2011, which was paid on March 3, 2011.