Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Feb. 29, 2020 | Apr. 03, 2020 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Period End Date | Feb. 29, 2020 | |
Entity Registrant Name | GRIFFIN INDUSTRIAL REALTY, INC. | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Interactive Data Current | Yes | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 5,128,413 | |
Current Fiscal Year End Date | --11-30 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001037390 | |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Feb. 29, 2020 | Nov. 30, 2019 |
ASSETS | ||
Real estate assets at cost, net | $ 240,495 | $ 238,614 |
Cash and cash equivalents | 8,695 | 5,874 |
Short-term investments | 1,011 | |
Deferred income taxes | 4,224 | 3,281 |
Real estate assets held for sale | 7,496 | 2,137 |
Other assets | 19,550 | 17,578 |
Total assets | 280,460 | 268,495 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Mortgage and construction loans, net of debt issuance costs | 159,495 | 142,575 |
Deferred revenue | 9,984 | 10,918 |
Revolving lines of credit | 4,100 | 5,875 |
Accounts payable and accrued liabilities | 4,754 | 4,318 |
Dividend payable | 2,538 | |
Other liabilities | 14,057 | 11,509 |
Total liabilities | 192,390 | 177,733 |
Commitments and Contingencies (Note 9) | ||
Stockholders' Equity | ||
Common stock, par value $0.01 per share, 10,000,000 shares authorized, 5,668,043 shares issued and 5,075,120 shares outstanding | 57 | 57 |
Additional paid-in capital | 113,313 | 113,256 |
Retained earnings (deficit) | 599 | 919 |
Accumulated other comprehensive (loss) income, net of tax | (5,570) | (3,141) |
Treasury stock, at cost, 592,923 shares | (20,329) | (20,329) |
Total stockholders' equity | 88,070 | 90,762 |
Total liabilities and stockholders' equity | $ 280,460 | $ 268,495 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Feb. 29, 2020 | Feb. 28, 2019 |
Consolidated Balance Sheets | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 5,668,043 | 5,668,043 |
Common stock, shares outstanding | 5,075,120 | 5,075,120 |
Treasury stock, shares | 592,923 | 592,923 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Feb. 29, 2020 | Feb. 28, 2019 | |
Consolidated Statements of Operations | ||
Rental revenue | $ 8,914 | $ 8,437 |
Revenue from property sales | 750 | 866 |
Total revenue | 9,664 | 9,303 |
Operating expenses of rental properties | 2,856 | 2,665 |
Depreciation and amortization expense | 3,235 | 2,942 |
General and administrative expenses | 2,057 | 2,090 |
Costs related to property sales | 166 | 814 |
Total expenses | 8,314 | 8,511 |
Operating income | 1,350 | 792 |
Interest expense | (1,792) | (1,650) |
Investment income | 26 | 92 |
Loss before income tax | (416) | (766) |
Income tax benefit | (96) | (180) |
Net loss | $ (320) | $ (586) |
Basic net loss per common share: | ||
Basic net loss per common share | $ (0.06) | $ (0.12) |
Diluted net loss per common share: | ||
Diluted net loss per common share | $ (0.06) | $ (0.12) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Feb. 29, 2020 | Feb. 28, 2019 | |
Consolidated Statements of Comprehensive Income (Loss) | ||
Net loss | $ (320) | $ (586) |
Other comprehensive loss, net of tax: | ||
Reclassifications included in net loss | 95 | 42 |
Unrealized loss on cash flow hedges | (2,524) | (1,500) |
Total other comprehensive loss, net of tax | (2,429) | (1,458) |
Total comprehensive loss | $ (2,749) | $ (2,044) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Total |
Balance at beginning of period at Nov. 30, 2018 | $ 56 | $ 112,071 | $ (211) | $ 2,395 | $ (19,483) | $ 94,828 |
Balance (in shares) at Nov. 30, 2018 | 5,635,706 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Stock-based compensation expense | 90 | 90 | ||||
Net loss | (586) | (586) | ||||
Total other comprehensive income (loss), net of tax | (1,458) | (1,458) | ||||
Balance at end of period at Feb. 28, 2019 | $ 56 | 112,161 | (797) | 937 | (19,483) | 92,874 |
Balance (in shares) at Feb. 28, 2019 | 5,635,706 | |||||
Balance at beginning of period at Nov. 30, 2019 | $ 57 | 113,256 | 919 | (3,141) | (20,329) | 90,762 |
Balance (in shares) at Nov. 30, 2019 | 5,668,043 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Stock-based compensation expense | 57 | 57 | ||||
Net loss | (320) | (320) | ||||
Total other comprehensive income (loss), net of tax | (2,429) | (2,429) | ||||
Balance at end of period at Feb. 29, 2020 | $ 57 | $ 113,313 | $ 599 | $ (5,570) | $ (20,329) | $ 88,070 |
Balance (in shares) at Feb. 29, 2020 | 5,668,043 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Feb. 29, 2020 | Feb. 28, 2019 | |
Operating activities: | ||
Net loss | $ (320) | $ (586) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 3,235 | 2,942 |
Gain on sales of properties | (584) | (52) |
Noncash rental revenue including straight-line rents | (512) | (630) |
Amortization of debt issuance costs | 103 | 74 |
Deferred income taxes | (96) | (180) |
Stock-based compensation expense | 57 | 90 |
Amortization of terminated swap agreement | 31 | |
Changes in assets and liabilities: | ||
Other assets | (258) | 192 |
Accounts payable and accrued liabilities | 936 | 122 |
Deferred revenue | (570) | (538) |
Other liabilities | (1,586) | 22 |
Net cash provided by operating activities | 405 | 1,487 |
Investing activities: | ||
Acquisition of land and building | (7,921) | |
Additions to real estate assets | (3,796) | (1,923) |
Changes in short-term investments, net | 1,011 | 2,000 |
Proceeds from sales of properties, net of expenses | 740 | 866 |
Deferred leasing costs and other | (158) | (190) |
Net cash (used in) provided by investing activities | (10,124) | 753 |
Financing activities: | ||
Proceeds from mortgage and construction loans | 21,500 | 141 |
Principal payments on mortgage loans | (4,254) | (949) |
Dividends paid to stockholders | (2,538) | (2,279) |
Net repayments on revolving lines of credit | (1,775) | |
Payment of debt issuance costs | (393) | |
Net cash provided by (used in) financing activities | 12,540 | (3,087) |
Net increase (decrease) in cash and cash equivalents | 2,821 | (847) |
Cash and cash equivalents at beginning of period | 5,874 | 8,592 |
Cash and cash equivalents at end of period | $ 8,695 | $ 7,745 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Feb. 29, 2020 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies Basis of Presentation Griffin Industrial Realty, Inc. ("Griffin") is a real estate business principally engaged in developing, acquiring, managing and leasing industrial/warehouse properties. Griffin seeks to add to its industrial/warehouse property portfolio through the acquisition and development of land or the purchase of buildings in select markets targeted by Griffin. Griffin also owns several office/flex properties and undeveloped land. Periodically, Griffin may sell certain of its real estate assets that it has owned for an extended time period and the use of which is not consistent with Griffin's core development and leasing strategy. Griffin’s consolidated financial statements reflect its accounts and its consolidated subsidiaries. Griffin consolidates the subsidiaries it controls through (i) voting rights or similar rights or (ii) by means other than voting rights if Griffin is the primary beneficiary of a variable interest entity (“VIE”). There are no VIEs in which Griffin is not a primary beneficiary. Griffin may acquire property using a reverse like-kind exchange structure (a “Reverse 1031 Like-Kind Exchange”) under Section 1031 of the Internal Revenue Code of 1986, as amended, to defer taxable gains on the subsequent sale of real estate property. As such, the acquired property (the “Parked Property”) is in the possession of a qualified intermediary engaged to execute the Reverse 1031 Like-Kind Exchange until the subsequent sale transaction and the Reverse 1031 Like-Kind Exchange are completed. Griffin retains essentially all of the legal and economic benefits and obligations related to the Parked Property prior to the completion of the Reverse 1031 Like-Kind Exchange. As such, a Parked Property is included in Griffin’s consolidated financial statements as a consolidated VIE until legal title is transferred to Griffin upon completion of the Reverse 1031 Like-Kind Exchange. These financial statements have been prepared in conformity with the standards of accounting measurement set forth by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 270, “Interim Reporting” and in accordance with the accounting policies stated in Griffin’s audited consolidated financial statements for the fiscal year ended November 30, 2019 (“fiscal 2019”) included in Griffin’s Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (the “SEC”) on February 13, 2020. These financial statements should be read in conjunction with the Notes to Consolidated Financial Statements appearing in that report. 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 and all intercompany transactions have been eliminated. The consolidated balance sheet data as of November 30, 2019 was derived from Griffin’s audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. Griffin regularly evaluates estimates and assumptions related to the useful life and recoverability of long-lived assets, stock-based compensation expense, deferred income tax asset valuations and the valuation of derivative instruments. Griffin bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by Griffin may differ materially and adversely from Griffin’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Griffin considers all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents. At February 29, 2020 and November 30, 2019, $7,138 and $4,299, respectively, of the cash and cash equivalents included on Griffin’s consolidated balance sheets were held in cash equivalents. Griffin’s short-term investments are comprised of repurchase agreements with Webster Bank, N.A. (“Webster Bank”) that are collateralized with securities issued by the United States government or its sponsored agencies and are accounted for as held-to-maturity securities under FASB ASC 320, “Investments – Debt and Equity Securities” (“ASC 320”). The repurchase agreements are carried at their resell amounts, which approximates fair value due to their short-term nature. Interest on repurchase agreements is reflected as interest receivable that is included in other assets. As of February 29, 2020, Griffin was a party to several interest rate swap agreements to hedge its interest rate exposures. Griffin does not use derivatives for speculative purposes. Griffin applies FASB ASC 815-10, “Derivatives and Hedging,” (“ASC 815-10”) as amended, which establishes accounting and reporting standards for derivative instruments and hedging activities. ASC 815-10 requires Griffin to recognize all derivatives as either assets or liabilities on its consolidated balance sheet and measure those instruments at fair value. The changes in the fair values of the interest rate swap agreements are measured in accordance with ASC 815-10 and reflected in the carrying values of the interest rate swap agreements on Griffin’s consolidated balance sheet. The estimated fair values are based primarily on projected future swap rates. Griffin applies cash flow hedge accounting to its interest rate swap agreements that are designated as hedges of the variability of future cash flows from floating rate liabilities based on benchmark interest rates. The changes in the fair values of Griffin’s interest rate swap agreements are recorded as components of Accumulated Other Comprehensive Income (Loss) (“AOCI”) in stockholders’ equity to the extent they are effective. Any ineffective portions of the changes in the fair values of these instruments would be recorded as interest expense or interest income. The results of operations for the three months ended February 29, 2020 (the “2020 first quarter”) are not necessarily indicative of the results to be expected for the full year. The three months ended February 28, 2019 are referred to herein as the “2019 first quarter.” Certain amounts from the 2019 first quarter have been reclassified to conform to the current fiscal quarter’s presentation. Recent Accounting Pronouncements Adopted In February 2016, the FASB issued Accounting Standards Update (“ASU” or “Update”) No. 2016-02, “Leases,” which establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than twelve months. The accounting applied by lessors under ASU No. 2016-02 is largely unchanged from that applied under current U.S. GAAP. Leases are either classified as finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU No. 2016-02 also requires significant additional disclosures about the amount, timing and uncertainty of cash flows from leases. In July 2018, the FASB issued ASU No. 2018-10, “Codification Improvements to Topic 842, Leases,” which provides narrow amendments to clarify how to apply certain aspects of the new lease standard and ASU No. 2018-11, “Leases (Topic 842): Targeted Improvements,” which provides an alternative transition method that permits an entity to use the effective date of ASU No. 2016-02 as the date of initial application through the recognition of a cumulative effect adjustment to the opening balance of retained earnings upon adoption. An entity’s reporting for the comparative periods presented in the financial statements in which it adopts the new lease standard will continue to be in accordance with current U.S. GAAP under FASB ASC Topic 840, “Leases.” In December 2018, the FASB issued ASU No. 2018-20, “Leases (Topic 842): Narrow Scope Improvements for Lessors,” which provides clarification on implementation issues associated with adopting ASU No. 2016-02. In March 2019, the FASB issued ASU No. 2019-01, “Leases (Topic 842): Codification Improvements,” which clarifies the determination of fair value of an underlying asset by lessors that are not manufacturers or dealers, presentation on the statement of cash flows for sales-type and direct financing leases and transition issues related to Topic 250, Accounting Changes and Error Corrections. Griffin used the modified retrospective method upon adoption of ASU No. 2016-02, ASU No. 2018-10, ASU No. 2018-11, ASU No. 2018-20 and ASU No. 2019-01 when they became effective for Griffin on December 1, 2019, and, therefore, Griffin did not restate any comparative periods. Upon adoption, Griffin elected the package of practical expedients permitted under the transition guidance, which permits Griffin to not reassess its prior conclusions about lease identification, lease classification and initial direct costs. Griffin did not elect the practical expedient to use hindsight in determining the lease term and in assessing impairment of right-of-use assets. Griffin did elect the practical expedient pertaining to land easements that allows an entity to choose to not apply ASC 842 to certain existing land easements at transition. Griffin made an accounting policy election to keep leases with an initial term of twelve months or less off of the balance sheet. Griffin’s leases with its tenants were classified as operating leases under previous guidance and remained operating leases upon the adoption of ASC 842, therefore, as a lessor there was no significant impact upon adoption. As a lessee, Griffin has two operating leases that resulted in the recognition of ROU assets of $858 and lease liabilities of $858 related to Griffin’s executive office in New York City. The adoption of ASC 842 did not have a material impact on Griffin’s consolidated statements of operations or cash flows. In August 2017, the FASB issued ASU No. 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities,” which is intended to improve the financial reporting for hedging relationships to better represent the economic results of a company’s risk management activities in its financial statements and make certain targeted improvements to simplify the application of the hedge accounting guidance. ASU No. 2017-12 makes more financial and nonfinancial hedging strategies eligible for hedge accounting, amends the presentation and disclosure requirements and changes how entities assess effectiveness. In April 2019, the FASB issued ASU No. 2019-04, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments,” which provides clarification on implementation issues associated with adopting ASU No. 2017-12. ASU No. 2017-12 and ASU No. 2019-04 each became effective for Griffin on December 1, 2019. The application of ASU No. 2017-12 and ASU No. 2019-04 did not have an impact on Griffin’s consolidated financial statements. In June 2018, the FASB issued ASU No. 2018-07, “Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting,” to include share-based payment transactions for acquiring goods and services from nonemployees. ASU No. 2018-07 simplifies the accounting for nonemployee share-based payments by aligning it more closely with the accounting for employee awards. ASU No. 2018-07 became effective for Griffin on December 1, 2019. The application of ASU No. 2018-07 did not have an impact on Griffin’s consolidated financial statements. In October 2018, the FASB issued ASU No. 2018-16, “Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes.” ASU No. 2018-16 permits the use of the Swap OIS Rate (“OIS Rate”) based on the Secured Overnight Financing Rate as a U.S. benchmark interest rate for hedge accounting purposes under Topic 815 in addition to the interest rates on direct Treasury obligations of the U.S. government, the London Interbank Offered Rate (“LIBOR”) and the OIS Rate based on the Federal Funds Effective Rate. The amendments in ASU No. 2018-16 were required to be adopted concurrently with the amendments in ASU No. 2017-12, therefore, ASU No. 2018-16 became effective for Griffin on December 1, 2019. The application of ASU No. 2018-16 did not have an impact on Griffin’s consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement.” ASU No. 2018-13 removes, modifies and adds certain disclosure requirements in FASB ASC 820, “Fair Value Measurement” (“ASC 820”). The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively in the year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. ASU No. 2018-13 will become effective for Griffin in the fiscal year ending November 30, 2021 (“fiscal 2021”). Early adoption is permitted upon issuance for any removed or modified disclosures. Griffin does not expect the application of ASU No. 2018-13 to have an impact on its consolidated financial statements. There are various other Updates recently issued which represent technical corrections to the accounting literature or apply to specific industries. Griffin does not expect the application of any of these other Updates to have an impact on its consolidated financial statements. |
Fair Value
Fair Value | 3 Months Ended |
Feb. 29, 2020 | |
Fair Value | |
Fair Value | 2. Fair Value Griffin applies the provisions of ASC 820, which establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs, when measuring fair value. The categorization of an asset or liability within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 establishes three levels of inputs that may be used to measure fair value, as follows: Level 1 applies to assets or liabilities for which there are quoted market prices in active markets for identical assets or liabilities. Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, such as quoted prices for similar assets or liabilities in active markets; quoted prices for assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 2 assets and liabilities include Griffin’s interest rate swap agreements (see Note 4). These inputs are readily available in public markets or can be derived from information available in publicly quoted markets, therefore, Griffin has categorized these derivative instruments as Level 2 within the fair value hierarchy. Level 2 assets also include Griffin’s short-term investments in repurchase agreements with Webster Bank (see Note 1). The repurchase agreements are carried at their resell amounts, which approximates fair value due to their short-term nature. Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. On February 18, 2020, Griffin closed on the acquisition of 3320 Maggie Boulevard (“3320 Maggie”), an approximately 108,000 square foot industrial/warehouse building in Orlando, Florida (see Note 3). The purchase was treated as an asset acquisition in accordance with ASC 805 and all assets acquired were recorded at their fair values. The fair values of the real estate assets acquired were based on both publicly available data and unobservable inputs. The fair values of the intangible assets acquired, comprised of the value of the in-place lease and the associated tenant relationship, were based on unobservable inputs. Griffin derived the fair values of the intangible assets based on a discounted cash flow analysis using assumptions that included the rental rate of the in-place lease, the commission percentage expected to be paid on the subsequent leasing of the vacant space and the likelihood that the tenant will renew its lease. During the 2020 first quarter, Griffin did not transfer any assets or liabilities into or out of Levels 1 or 2. The following are Griffin’s financial assets and liabilities carried at fair value and measured at fair value on a recurring basis: February 29, 2020 Quoted Prices in Significant Significant Active Markets for Observable Unobservable Identical Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Interest rate swap asset $ — $ — $ — Interest rate swap liabilities $ — $ 7,328 $ — November 30, 2019 Quoted Prices in Significant Significant Active Markets for Observable Unobservable Identical Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Interest rate swap assets $ — $ — $ — Interest rate swap liabilities $ — $ 4,052 $ — The carrying and estimated fair values of Griffin’s financial instruments are as follows: Fair Value February 29, 2020 November 30, 2019 Hierarchy Carrying Estimated Carrying Estimated Level Value Fair Value Value Fair Value Financial assets: Cash and cash equivalents 1 $ 8,695 $ 8,695 $ 5,874 $ 5,874 Short-term investments 2 $ — $ — $ 1,011 $ 1,011 Financial liabilities: Mortgage loans, net of debt issuance costs 2 $ 159,495 $ 163,054 $ 142,575 $ 145,235 Revolving lines of credit 2 $ 4,100 $ 4,100 $ 5,875 $ 5,875 Interest rate swap liabilities 2 $ 7,328 $ 7,328 $ 4,052 $ 4,052 The amounts included in the consolidated financial statements for cash and cash equivalents, short-term investments, leasing receivables from tenants and accounts payable and accrued liabilities approximate their fair values because of the short-term maturities of these instruments. The amount included in the consolidated financial statements for the revolving lines of credit approximate their fair values because of their variable interest rates. The fair values of the mortgage loans, net of debt issuance costs, are estimated based on current rates offered to Griffin for similar debt of the same remaining maturities and, additionally, Griffin considers its credit worthiness in determining the fair value of its mortgage loans. The fair values of the interest rate swaps (used for purposes other than trading) are determined based on discounted cash flow models that incorporate the cash flows of the derivatives as well as the current OIS Rate and swap curve along with other market data, taking into account current interest rates and the credit worthiness of the counterparty for assets and the credit worthiness of Griffin for liabilities. The fair value of Griffin’s nonfinancial assets for the acquisition of 3320 Maggie in the 2020 first quarter of $7,921 are considered Level 3 in the fair value hierarchy. There were no liabilities assumed in connection with this acquisition. These assets were initially recorded at fair value and will not be re-measured at fair value on a recurring basis. |
Real Estate Assets
Real Estate Assets | 3 Months Ended |
Feb. 29, 2020 | |
Real Estate Assets | |
Real Estate Assets | 3. Real Estate Assets Real estate assets consist of: Estimated Useful Lives Feb. 29, 2020 Nov. 30, 2019 Land $ 31,886 $ 30,750 Land improvements 10 to 30 years 44,913 40,992 Buildings and improvements 10 to 40 years 228,520 220,086 Tenant improvements Shorter of useful life or terms of related lease 30,974 30,318 Machinery and equipment 3 to 20 years 10,958 7,557 Construction in progress 6,181 3,542 Development costs 4,632 10,404 358,064 343,649 Accumulated depreciation $ 240,495 $ 238,614 Total depreciation expense and capitalized interest related to real estate assets were as follows: For the Three Months Ended Feb. 29, 2020 Feb. 28, 2019 Depreciation expense $ 2,863 $ 2,591 Capitalized interest $ — $ 42 Real estate assets held for sale consist of: Feb. 29, 2020 Nov. 30, 2019 Land $ 529 $ 323 Land improvements 269 388 Buildings and improvements — 417 Development costs 6,698 1,009 $ 7,496 $ 2,137 On February 18, 2020, Griffin, through a consolidated VIE, purchased 3320 Maggie for $7,921, including acquisition costs. Griffin provided all of the funding to the VIE to purchase 3320 Maggie and determined that the fair value of the assets acquired approximated the purchase price. Of the $7,921 purchase price, $7,078 represented the fair value of real estate assets and $843 represented the fair value of the acquired intangible assets, comprised of the values of the in-place lease at the time of acquisition and the associated tenant relationship (see Notes 2 and 8). These fair values are preliminary and subject to refinement for up to one year after the closing date of the acquisition as additional information regarding fair values becomes available. The intangible assets are included in other assets on Griffin’s consolidated balance sheet. The fair value of the real estate assets primarily reflects the building and land improvements that are being depreciated principally over forty years and building and tenant improvements that are being depreciated over a period of five to twenty years. The intangible assets are being amortized over a period of five to ten years. The acquisition of 3320 Maggie was made utilizing a Reverse 1031 Like-Kind Exchange that was entered into at closing. As such, as of February 29, 2020, 3320 Maggie is in the possession of a qualified intermediary engaged to execute the Reverse 1031 Like-Kind Exchange until the sale transaction and the Reverse 1031 Like-Kind Exchange are completed. Griffin retains essentially all of the legal and economic benefits and obligations related to 3320 Maggie prior to the completion of the Reverse 1031 Like-Kind Exchange. Accordingly, 3320 Maggie is included in Griffin’s consolidated financial statements as a consolidated VIE until legal title is transferred to Griffin upon completion of the Reverse 1031 Like-Kind Exchange. In the 2020 first quarter, real estate assets held for sale increased by $5,359, reflecting: (a) an increase of $6,543 from real estate assets, net, transferred into real estate assets held for sale as a result of entering into agreements to sell such real estate; partially offset by (b) a decrease of $1,084 from real estate assets held for sale being transferred back into real estate assets, net, as a result of the termination of agreements to sell such real estate assets; and (c) a reduction of $100 for a property sale that closed. The real estate assets held for sale that were returned to real estate assets, net, in the 2020 first quarter were Griffin’s farm in Quincy, Florida and the approximately 7,200 square foot restaurant building in Griffin Center in Windsor, Connecticut. Expenses of $30 related to the terminated sale agreements are included in costs related to property sales in the 2020 first quarter. |
Mortgage and Construction Loans
Mortgage and Construction Loans | 3 Months Ended |
Feb. 29, 2020 | |
Mortgage Loans | |
Mortgage and Construction Loans | 4. Mortgage Loans Griffin’s mortgage and construction loans consist of: Feb. 29, 2020 Nov. 30, 2019 4.72%, due October 3, 2022 * $ 4,148 $ 4,174 4.39%, due January 2, 2025 * 18,954 19,101 4.17%, due May 1, 2026 * 13,021 13,115 3.79%, due November 17, 2026 * 24,522 24,701 4.39%, due August 1, 2027 * 9,969 10,034 3.97%, due September 1, 2027 11,615 11,673 4.57%, due February 1, 2028 * 17,965 18,069 5.09%, due July 1, 2029 5,609 5,725 5.09%, due July 1, 2029 3,930 4,011 3.60%, due January 2, 2030 * 6,487 — 3.48%, due February 1, 2030 15,000 — 4.33%, due August 1, 2030 16,546 16,634 4.51%, due April 1, 2034 13,953 14,030 3.91%, due January 27, 2020 * — 3,206 Nonrecourse mortgage loans 161,719 144,473 Debt issuance costs (2,224) (1,898) Nonrecourse mortgage loans, net of debt issuance costs 159,495 142,575 *Variable rate loans. Griffin has entered into interest rate swap agreements to effectively fix the interest rates on these loans to the rates reflected above. Griffin’s weighted average interest rate on its mortgage loans, including the effect of its interest rate swap agreements, was 4.21% and 4.31% as of February 29, 2020 and November 30, 2019, respectively. As of February 29, 2020, Griffin was a party to several interest rate swap agreements related to its variable rate nonrecourse mortgage loans on certain of its real estate assets. Griffin accounts for its interest rate swap agreements as effective cash flow hedges (see Note 2). No ineffectiveness on the cash flow hedges was recognized as of February 29, 2020, and none is anticipated over the term of the agreements. Amounts in AOCI will be reclassified into interest expense over the term of the swap agreements to achieve fixed interest rates on each variable rate mortgage. None of the interest rate swap agreements contain any credit risk related contingent features. In the 2020 and 2019 first quarters, Griffin recognized losses, included in other comprehensive income, before taxes of $3,276 and $1,868, respectively, on its interest rate swap agreements. As of February 29, 2020, $1,162 was expected to be reclassified over the next twelve months to AOCI from interest expense. As of February 29, 2020, the net fair value of Griffin’s interest rate swap agreements was a liability of $7,328, which is included in other liabilities on Griffin’s consolidated balance sheet. On December 20, 2019, two wholly-owned subsidiaries of Griffin entered into a nonrecourse mortgage loan (the “2020 Webster Mortgage”) with Webster Bank for $6,500. The 2020 Webster Mortgage is collateralized by 7466 Chancellor Drive (“7466 Chancellor”), an approximately 100,000 square foot industrial/warehouse buildings in Orlando, Florida, that was acquired on October 25, 2019. The 2020 Webster Mortgage has a ten-year term with monthly principal payments based on a twenty-five-year amortization schedule. The interest rate for the 2020 Webster Mortgage is a floating rate of the one month LIBOR rate plus 1.75%. At the time the 2020 Webster Mortgage closed, Griffin entered into an interest rate swap agreement with Webster Bank that effectively fixes the interest rate of the 2020 Webster Mortgage at 3.60% for the entire loan term. $5,875 of the proceeds from the 2020 Webster Mortgage were used to repay Webster Bank for the borrowing under Griffin’s Acquisition Credit Line (as defined below) that was used to finance a portion of the purchase price of 7466 Chancellor (see Note 5). On January 23, 2020, two wholly-owned subsidiaries of Griffin closed on a nonrecourse mortgage loan (the “2020 State Farm Mortgage”) with State Farm Life Insurance Company for $15,000. The 2020 State Farm Mortgage is collateralized by two industrial/warehouse buildings in the Lehigh Valley of Pennsylvania, 6975 Ambassador Drive and 871 Nestle Way, that aggregate approximately 254,000 square feet. The 2020 State Farm Mortgage has a ten-year term with monthly principal payments based on a twenty-five-year amortization schedule. The interest rate for the 2020 State Farm Mortgage is 3.48%. $3,191 of the proceeds from the 2020 State Farm Mortgage were used to repay the mortgage loan on 871 Nestle Way that was scheduled to mature on January 27, 2020. |
Revolving Credit Agreement
Revolving Credit Agreement | 3 Months Ended |
Feb. 29, 2020 | |
Revolving Credit Agreements | |
Revolving Credit Agreements | 5. Revolving Credit Agreements Griffin The Webster Credit Line is collateralized by Griffin’s properties in Griffin Center South in Bloomfield, Connecticut, aggregating approximately 235,000 square feet, an approximately 48,000 square foot single-story office building in Griffin Center in Windsor, Connecticut and an approximately 31,000 square foot industrial/warehouse building in Bloomfield, Connecticut. As of February 29, 2020, there were no borrowings against the Webster Credit Line, however, the Webster Credit Line secured certain unused standby letters of credit aggregating $484 that are related to Griffin's development activities. Griffin also has an additional credit line of $15,000 to be used to finance property acquisitions (the “Acquisition Credit Line”). The Acquisition Credit Line is unsecured, expires on September 30, 2021, with an option to extend for an additional year through September 30, 2022, and may be used to fund up to 65% of the purchase price of real estate acquisitions. Interest on advances under the Acquisition Credit Line are at the one-month LIBOR rate plus 2.75%. In the event that LIBOR is no longer readily determinable or available, the Acquisition Credit Line contemplates that Webster Bank shall transition to an alternate rate of interest to the LIBOR rate taking into account then prevailing standards in the market for determining interest rates for commercial loans made by financial institutions in the United States at such time. Amounts borrowed under the Acquisition Credit Line are expected to be repaid with proceeds from long-term financing of the property acquired. If amounts borrowed under the Acquisition Credit Line are not repaid within 135 days from the date the properties are acquired, Griffin has agreed to either (a) repay the portion of the Acquisition Credit Line allocable to such advance or (b) execute a first-lien mortgage in favor of Webster Bank. Under the terms of the Acquisition Credit Line, Griffin must maintain (i) a minimum debt service coverage ratio of the aggregate acquired property (as defined in the Acquisition Credit Line) equal to or greater than 1.25 times; (ii) a minimum net worth of not less than $80,000; (iii) a minimum liquidity, as defined in the Acquisition Credit Line, of $5,000; (iv) a ratio of total debt plus preferred stock, to total assets not to exceed 50% of the total fair market value of Griffin’s assets; and (v) a Fixed Charge Coverage Ratio of at least 1.1 to 1.0. At November 30, 2019, $5,875 was outstanding under the Acquisition Credit Line for the purchase in October 2019 of 7466 Chancellor, which was repaid on December 20, 2019 using the proceeds from the 2020 Webster Mortgage (see Note 4). As of February 29, 2020, $4,100 was outstanding under the Acquisition Credit Line for the purchase of 3320 Maggie (see Note 3) at a weighted-average interest rate of 4.41%. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Feb. 29, 2020 | |
Stockholders' Equity | |
Stockholders' Equity | 6. Stockholders’ Equity Per Share Results Basic and diluted per share results were based on the following: For the Three Months Ended Feb. 29, 2020 Feb. 28, 2019 Net loss $ (320) $ (586) Weighted average shares outstanding for computation of basic per share results 5,075,000 Incremental shares from assumed exercise of Griffin stock options (a) — — Adjusted weighted average shares for computation of diluted per share results 5,075,000 5,065,000 (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. The incremental shares from the assumed exercise of stock options for the 2020 first quarter and 2019 first quarter would have been 54,000 and 21,000, respectively. Universal Shelf Filing/At-the-Market Equity Offering Program On April 11, 2018, Griffin filed a universal shelf registration statement on Form S-3 (the “Universal Shelf”) with the SEC. Under the Universal Shelf, Griffin may offer and sell up to $50,000 of a variety of securities including common stock, preferred stock, warrants, depositary shares, debt securities, units or any combination of such securities during the three year period that commenced upon the Universal Shelf becoming effective on April 25, 2018. Under the Universal Shelf, Griffin may periodically offer one or more types of securities in amounts, at prices and on terms announced, if and when the securities are ever offered. On May 10, 2018, Griffin filed a prospectus supplement with the SEC under which it may issue and sell, from time to time, up to an aggregate of $30,000 of its common stock (“Common Stock”) under an “at-the-market” equity offering program (the “ATM Program”) through Robert W. Baird & Co. Incorporated (“Baird”), as sales agent. Under a sales agreement with Baird, Griffin will set the parameters for the sales of its Common Stock under the ATM Program, including the number of shares to be issued, the time period during which sales are requested to be made, limitations on the number of shares that may be sold in any one trading day and any minimum price below which sales of shares may not be made. Sales of Common Stock, if any, under the ATM Program would be made in offerings as defined in Rule 415 of the Securities Act of 1933, as amended. In addition, with the prior consent of Griffin, Baird may also sell shares in privately negotiated transactions. Griffin expects to use net proceeds, if any, from the ATM Program for acquisitions of target properties consistent with Griffin’s investment strategies, repayment of debt and general corporate purposes. If Griffin obtains additional capital by issuing equity, the interests of its existing stockholders will be diluted. If Griffin incurs additional indebtedness, that indebtedness may impose financial and other covenants that may significantly restrict Griffin’s operations. Griffin Stock Option Plans Through February 29, 2020, stock options were granted by Griffin under the Griffin Industrial Realty, Inc. 2009 Stock Option Plan (as amended, 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 an exercise price not less than 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 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 re-election 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 February 29, 2020 may be exercised as stock appreciation rights. There were no options granted in the 2020 and 2019 first quarters. In March 2020, Griffin’s Board of Directors adopted and approved the Griffin Industrial Realty, Inc. and Griffin Industrial, LLC 2020 Incentive Award Plan (the “2020 Incentive Award Plan”). The 2020 Incentive Award Plan was effective as of the date it was adopted by the Board, subject to stockholder approval at Griffin’s 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”). The 2020 Incentive Award Plan will replace the 2009 Stock Option Plan and authorizes for grant a total of 300,000 shares (plus any shares subject to awards under the 2009 Stock Option Plan, as of the date of stockholder approval of the 2020 Incentive Award Plan, that are forfeited, expire, are converted to shares of another person or are settled for cash), subject to certain adjustments in the 2020 Incentive Award Plan. In addition to granting stock options, the 2020 Incentive Award Plan also enables Griffin to grant stock appreciation rights, restricted stock awards, restricted stock unit awards, partnership interests, other equity or cash based awards and dividend equivalents. If Griffin’s stockholders approve the 2020 Incentive Award Plan, no new awards will be granted under the 2009 Stock Option Plan; however, all then-outstanding awards under the 2009 Stock Option Plan would remain outstanding in accordance with their terms. If, however, Griffin stockholders do not approve the 2020 Incentive Award Plan, the 2020 Incentive Award Plan (and any awards thereunder) will not become effective, and the 2009 Stock Option Plan would remain in effect in accordance with its current terms and conditions (see Note 10). Number of option holders at February 29, 2020 26 Compensation expense and related tax benefits for stock options were as follows: For the Three Months Ended Feb. 29, 2020 Feb. 28, 2019 Compensation expense $ 57 $ 90 Related tax benefit $ 9 $ 13 For all periods presented, the forfeiture rate for directors ranged from 0% to 2%, the forfeiture rate for executives was 17.9% and the forfeiture rate for employees was 38.3%. The rates utilized were based on the historical activity of the grantees. As of February 29, 2020, the unrecognized compensation expense related to nonvested stock options that will be recognized during future periods is as follows: Balance of Fiscal 2020 $ 122 Fiscal 2021 $ 39 A summary of the activity under the 2009 Stock Option Plan is as follows: For the Three Months Ended February 29, 2020 February 28, 2019 Number of Weighted Avg. Number of Weighted Avg. Shares Exercise Price Shares Exercise Price Outstanding at beginning of period 189,822 $ 28.23 224,001 $ 28.20 Forfeited — $ — (1,749) $ 34.30 Outstanding at end of period 189,822 $ 28.23 222,252 $ 28.15 Weighted Avg. Remaining Range of Exercise Prices for Outstanding at Weighted Avg. Contractual Life Total Intrinsic Vested and Nonvested Options February 29, 2020 Exercise Price (in years) Value $23.00 - $28.00 112,638 $ 26.76 6.0 $ 1,519 $28.00 - $32.00 65,212 $ 29.21 2.3 719 $32.00 - $39.00 11,972 $ 36.74 7.8 42 189,822 $ 28.23 4.8 $ 2,280 Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss), net of tax, comprised of unrealized gains on cash flow hedges is as follows: For the Three Months Ended Feb. 29, 2020 Feb. 28, 2019 Balance at beginning of period $ (3,141) $ 2,395 Other comprehensive loss before reclassifications (2,524) (1,500) Amounts reclassified 95 42 Net activity for other comprehensive loss (2,429) (1,458) Balance at end of period $ (5,570) $ 937 Changes in accumulated other comprehensive income (loss) are as follows: For the Three Months Ended February 29, 2020 February 28, 2019 Tax Tax (Expense) Net-of (Expense) Net-of Pre-Tax Benefit Tax Pre-Tax Benefit Tax Reclassification included in net loss: Loss on cash flow hedges (interest expense) $ 125 $ (30) $ 95 $ 55 $ (13) $ 42 Change in other comprehensive loss: Decrease in fair value adjustments on Griffin’s cash flow hedges (3,401) 877 (2,524) (1,923) 423 (1,500) Other comprehensive loss $ (3,276) $ 847 $ (2,429) $ (1,868) $ 410 $ (1,458) Cash Dividend Griffin did not declare a cash dividend in the 2020 or 2019 first quarters. During the 2020 first quarter, Griffin paid $2,538 for the cash dividend declared in the fiscal 2019 fourth quarter. During the 2019 first quarter, Griffin paid $2,279 for the cash dividend declared in the fiscal 2018 fourth quarter. |
Leases
Leases | 3 Months Ended |
Feb. 28, 2021 | |
Leases | |
Leases | 7. Leases As lessor, all of Griffin’s leases with its tenants were classified as operating leases under previous guidance and remained operating leases upon the adoption of ASC 842, therefore, as a lessor there was no significant impact upon adoption. Griffin’s rental revenue reflects the leasing of industrial/warehouse and, to a lesser extent, office/flex space and certain land parcels. Griffin does not have any variable payment leases with its tenants. The future minimum rental payments, including expected tenant reimbursements, to be received under noncancelable operating leases as of February 29, 2020 are as follows: Balance of fiscal 2020 $ 25,630 2021 32,113 2022 24,789 2023 19,615 2024 16,618 Later years 39,383 $ 158,148 Griffin currently leases an entire 165,000 square foot industrial/warehouse building (“1985 Blue Hills”) in Windsor, Connecticut to a single tenant under a lease that expires on March 31, 2024. Such lease contains an option whereby the tenant can purchase 1985 Blue Hills from February 1, 2021 through November 30, 2021 at a purchase price that is the greater of $11,500 or fair market value as determined under the terms of the lease. The tenant must give notice to Griffin on or before May 31, 2020 in order to exercise its purchase option. Upon adoption of ASC 842 on December 1, 2019, Griffin, as lessee, recognized two ROU assets aggregating $858 and lease liabilities aggregating $858 for operating leases it had previously entered into. One lease is for office space (see below) and the other is for related office equipment. Griffin adopted the practical expedient for not separating lease components from non-lease components. ROU assets and lease liabilities are included in other assets and other liabilities, respectively, on Griffin’s consolidated balance sheet. ROU assets are evaluated for impairment in a manner consistent with the treatment of other long-lived assets. In fiscal 2016, Griffin entered into a ten-year sublease for approximately 1,920 square feet in New York City for its executive offices. The sublease is with Bloomingdale Properties, Inc., an entity that is controlled by certain members of the Cullman and Ernst Group, which is considered a related party to Griffin. These lease agreements do not provide a readily determinable implicit rate nor is it available to Griffin from its lessors, therefore, Griffin utilized its incremental borrowing rate of 3.5% at the time of adoption in order to discount lease payments to present value. These lease agreements do not contain any significant residual value guarantees or restrictive covenants. The lease costs are allocated over the remaining lease terms on a straight-line basis. Expense related to operating leases was $34 in the 2020 first quarter. The weighted average remaining lease term for Griffin’s operating leases as of February 29, 2020, was 6.6 years. Maturities of lease liabilities as of February 29, 2020 are as follows: Balance of Fiscal 2020 $ 102 Fiscal 2021 137 Fiscal 2022 143 Fiscal 2023 141 Fiscal 2024 140 Thereafter 269 Total undiscounted payments $ 932 Less: imputed interest (103) Present value of minimum lease payments $ 829 |
Supplemental Financial Statemen
Supplemental Financial Statement Information | 3 Months Ended |
Feb. 29, 2020 | |
Supplemental Financial Statement Information | |
Supplemental Financial Statement Information | 8. Supplemental Financial Statement Information Investments As of November 30, 2019, Griffin held $1,011 of repurchase agreements accounted for as held-to-maturity securities under ASC 320 and classified as short-term investments on its consolidated balance sheet. The repurchase agreements were with Webster Bank and were collateralized by securities issued by the U.S. government or its sponsored agencies. The repurchase agreements were carried at their resell amounts, which approximates fair value due to their short-term nature. As of February 29, 2020, Griffin did not hold any repurchase agreements accounted for as held-to-maturity securities under ASC 320. Other Assets Griffin's other assets are comprised of the following: Feb. 29, 2020 Nov. 30, 2019 Deferred rent receivable $ 5,897 $ 5,740 Deferred leasing costs, net 4,511 4,468 Intangible assets, net 2,645 1,907 Prepaid expenses 2,377 2,926 Accounts receivable (primarily leases) 1,356 904 Right-of-use assets 799 — Mortgage escrows 606 515 Registration statement costs 281 281 Deposits 272 234 Deferred financing costs related to revolving lines of credit 220 256 Furniture, fixtures and equipment, net 203 193 Other 383 154 Total other assets $ 19,550 $ 17,578 Accounts Payable and Accrued Liabilities Griffin's accounts payable and accrued liabilities are comprised of the following: Feb. 29, 2020 Nov. 30, 2019 Trade payables $ 1,498 $ 295 Accrued construction costs and retainage 1,178 1,849 Accrued interest payable 580 568 Accrued lease commissions 394 223 Accrued salaries, wages and other compensation 212 863 Other 892 520 Total accounts payable and accrued liabilities $ 4,754 $ 4,318 Other Liabilities Griffin's other liabilities are comprised of the following: Feb. 29, 2020 Nov. 30, 2019 Interest rate swap liabilities $ 7,328 $ 4,052 Deferred compensation plan 3,540 5,593 Prepaid rent from tenants 1,331 1,013 Lease liabilities 829 — Security deposits of tenants 695 538 Conditional asset retirement obligations 171 171 Land sale deposits 50 — Other 113 142 Total other liabilities $ 14,057 $ 11,509 Supplemental Cash Flow Information Accounts payable and accrued liabilities related to additions to real estate assets decreased by $671 in the 2020 first quarter and increased by $998 in the 2019 first quarter. Griffin maintains a non-qualified deferred compensation plan (the “Deferred Compensation Plan”) for certain of its highly compensated employees. In the 2020 first quarter, the liability for the Deferred Compensation Plan was reduced by approximately $1,900 for a payment made to Frederick M. Danziger, Griffin’s former Executive Chairman, as a result of his retirement in fiscal 2019. Interest payments were as follows: For the Three Months Ended Feb. 29, 2020 Feb. 28, 2019 $ 1,677 $ 1,619 Income Taxes Griffin’s income tax benefit rate was 23.0% for the 2020 first quarter, as compared to an income tax benefit rate of 23.5% for the 2019 first quarter. The effective tax benefit rate for the 2020 first quarter reflected the federal statutory income tax rate adjusted for the effects of permanent differences and state income taxes. The effective tax rate in the 2020 first quarter is based on management’s projections of pretax results for the balance of the year. To the extent that actual results differ from current projections, the effective income tax rate may change. Griffin’s federal income tax returns for fiscal 2016, fiscal 2017 and fiscal 2018 are open to examination by the Internal Revenue Service. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Feb. 29, 2020 | |
Commitments and Contingencies | |
Commitments and Contingencies | 9. Commitments and Contingencies As of February 29, 2020, Griffin had committed purchase obligations of approximately $2,540, principally related to the development of its real estate assets. On December 10, 2019, Griffin entered into an Option Purchase Agreement (the “East Granby/Windsor Option Agreement”) whereby Griffin granted the buyer an exclusive one year option, in exchange for a nominal fee, to purchase approximately 280 acres of undeveloped land in East Granby and Windsor, Connecticut. The purchase price has a range of a minimum of $6,000 to a maximum of $7,950 based upon the final approved use of the land. The buyer may extend the option period for another two years upon payment of additional option fees. The land subject to the East Granby/Windsor Option Agreement does not have any of the approvals that would be required for the buyer’s planned use of the land. A closing on the land sale contemplated by the East Granby/Windsor Option Agreement is subject to several significant contingencies, including the buyer securing contracts under a competitive bidding process that would require changes in the use of the land and obtaining local and state approvals for that planned use. There is no guarantee that the sale of land as contemplated under the East Granby/Windsor Option Agreement will be completed under its current terms, or at all. On January 7, 2020, Griffin entered into an agreement to sell approximately 27 acres of undeveloped land in Windsor, Connecticut for approximately $3,800, before transaction costs. Completion of this transaction is contingent on a number of factors, including the buyer entering into a lease agreement with a third-party for a development on the land to be acquired and obtaining all necessary final permits from governmental authorities for its development plans for the site it would acquire. There is no guarantee that this transaction will be completed under the current terms, or at all. On February 3, 2020, Griffin entered into an option agreement (the “Meadowood Option Agreement”) with a national land conservation organization (the “Conservation Organization”) to sell the approximate 277 acres (the “Meadowood Land”) of Griffin’s approved but unbuilt residential development, Meadowood, in Simsbury, Connecticut. For a minimal fee, the Meadowood Option Agreement grants the Conservation Organization the right to purchase the Meadowood Land for open space and farmland preservation whereby Griffin would receive net proceeds of approximately $5,400, if the purchase option is exercised. The Meadowood Option Agreement grants the Conservation Organization an initial term of twelve months, with one six-month extension, to exercise its option and acquire the Meadowood Land. Completion of a sale of the Meadowood Land contemplated under the Meadowood Option Agreement is subject to several contingencies, including the satisfactory outcome of due diligence by the Conservation Organization and the Conservation Organization securing funding from several public and private sources to acquire the Meadowood Land. There is no guarantee that a sale of the Meadowood Land contemplated under the Meadowood Option Agreement will be completed under its current terms, or at all. From time to time, Griffin is involved, as a defendant, in various litigation matters arising in the ordinary course of business. In the opinion of management, based on the advice of legal counsel, the ultimate liability, if any, with respect to these matters is not expected to be material, individually or in the aggregate, to Griffin’s consolidated financial position, results of operations or cash flows. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Feb. 29, 2020 | |
Subsequent Events. | |
Subsequent Events | 10. Subsequent Events In accordance with FASB ASC 855, “Subsequent Events,” Griffin has evaluated all events or transactions occurring after February 29, 2020, the balance sheet date, and noted that there have been no such events or transactions which would require recognition or disclosure in the consolidated financial statements as of and for the period ended February 29, 2020, other than the disclosures herein. On March 3, 2020, Griffin’s Board of Directors adopted and approved the 2020 Incentive Award Plan. The 2020 Incentive Award Plan was effective as of the date it was adopted by the Board, subject to stockholder approval at the 2020 Annual Meeting (see Note 6). On March 3, 2020, Gordon F. DuGan and Molly North were appointed to serve as Directors of Griffin, effectively immediately. Mr. DuGan was also appointed as Chairman of the Board of Directors. Mr. DuGan and Griffin entered into a Chairmanship and Advisory Agreement ( the “Advisory Agreement”), on March 3, 2020, whereby Mr. DuGan has agreed to also serve as a non-employee advisor to Griffin on, amongst other things, growth strategy, including identifying markets, acquisitions and other transactions, recruitment of key personnel, potential capital raising efforts and general management advice (collectively the “Advisory Services”). As compensation to Mr. DuGan for providing such Advisory Services, Mr. DuGan received: (i) a non-qualified stock option to acquire 48,000 shares of Griffin Common Stock at an exercise price of $45.98 per share under the 2009 Stock Option Plan and (ii) a non-qualified stock option (the “Supplemental Advisor Option”) to acquire 52,000 shares of Griffin Common Stock at an exercise price of $46.91 per share under the 2020 Incentive Award Plan, contingent upon approval of the 2020 Incentive Award Plan by Griffin’s stockholders at the 2020 Annual Meeting. If such approval is not obtained, the Supplemental Advisor Option would be canceled for no consideration, provided that Griffin has agreed to instead grant Mr. DuGan a non-qualified stock option to purchase 50,000 shares of Griffin Common Stock pursuant to the 2009 Stock Option Plan in the 2021 fiscal year. On March 9, 2020, Griffin completed the sale of 53,293 shares of Griffin’s Common Stock at a price per share of $46.91, for cash proceeds of $2,500, in accordance with the Advisory Agreement and pursuant to a Stock Purchase Agreement, dated as of March 5, 2020, between Mr. DuGan and Griffin. During and subsequent to the 2020 first quarter, the world has been impacted by the spread of the coronavirus (COVID-19). It has created significant economic uncertainty and volatility. The extent to which the coronavirus pandemic impacts Griffin’s business, operations and financial results will depend on numerous evolving factors that Griffin is not be able to predict at this time, including: the duration and scope of the pandemic; governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic; the impact on economic activity from the pandemic and actions taken in response; the effect on Griffin’s tenants and their businesses; the ability of tenants to make their rental payments and any closures of tenants’ facilities. Any of these events could materially adversely impact Griffin’s business, financial condition, results of operations or stock price. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Feb. 29, 2020 | |
Summary of Significant Accounting Policies | |
Basis of Presentation and Consolidation | Basis of Presentation Griffin Industrial Realty, Inc. ("Griffin") is a real estate business principally engaged in developing, acquiring, managing and leasing industrial/warehouse properties. Griffin seeks to add to its industrial/warehouse property portfolio through the acquisition and development of land or the purchase of buildings in select markets targeted by Griffin. Griffin also owns several office/flex properties and undeveloped land. Periodically, Griffin may sell certain of its real estate assets that it has owned for an extended time period and the use of which is not consistent with Griffin's core development and leasing strategy. Griffin’s consolidated financial statements reflect its accounts and its consolidated subsidiaries. Griffin consolidates the subsidiaries it controls through (i) voting rights or similar rights or (ii) by means other than voting rights if Griffin is the primary beneficiary of a variable interest entity (“VIE”). There are no VIEs in which Griffin is not a primary beneficiary. Griffin may acquire property using a reverse like-kind exchange structure (a “Reverse 1031 Like-Kind Exchange”) under Section 1031 of the Internal Revenue Code of 1986, as amended, to defer taxable gains on the subsequent sale of real estate property. As such, the acquired property (the “Parked Property”) is in the possession of a qualified intermediary engaged to execute the Reverse 1031 Like-Kind Exchange until the subsequent sale transaction and the Reverse 1031 Like-Kind Exchange are completed. Griffin retains essentially all of the legal and economic benefits and obligations related to the Parked Property prior to the completion of the Reverse 1031 Like-Kind Exchange. As such, a Parked Property is included in Griffin’s consolidated financial statements as a consolidated VIE until legal title is transferred to Griffin upon completion of the Reverse 1031 Like-Kind Exchange. These financial statements have been prepared in conformity with the standards of accounting measurement set forth by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 270, “Interim Reporting” and in accordance with the accounting policies stated in Griffin’s audited consolidated financial statements for the fiscal year ended November 30, 2019 (“fiscal 2019”) included in Griffin’s Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (the “SEC”) on February 13, 2020. These financial statements should be read in conjunction with the Notes to Consolidated Financial Statements appearing in that report. 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 and all intercompany transactions have been eliminated. The consolidated balance sheet data as of November 30, 2019 was derived from Griffin’s audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. Griffin regularly evaluates estimates and assumptions related to the useful life and recoverability of long-lived assets, stock-based compensation expense, deferred income tax asset valuations and the valuation of derivative instruments. Griffin bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by Griffin may differ materially and adversely from Griffin’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Fiscal Year | The results of operations for the three months ended February 29, 2020 (the “2020 first quarter”) are not necessarily indicative of the results to be expected for the full year. The three months ended February 28, 2019 are referred to herein as the “2019 first quarter.” |
Investments | Griffin considers all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents. At February 29, 2020 and November 30, 2019, $7,138 and $4,299, respectively, of the cash and cash equivalents included on Griffin’s consolidated balance sheets were held in cash equivalents. Griffin’s short-term investments are comprised of repurchase agreements with Webster Bank, N.A. (“Webster Bank”) that are collateralized with securities issued by the United States government or its sponsored agencies and are accounted for as held-to-maturity securities under FASB ASC 320, “Investments – Debt and Equity Securities” (“ASC 320”). The repurchase agreements are carried at their resell amounts, which approximates fair value due to their short-term nature. Interest on repurchase agreements is reflected as interest receivable that is included in other assets. |
Interest Rate Swap Agreements | As of February 29, 2020, Griffin was a party to several interest rate swap agreements to hedge its interest rate exposures. Griffin does not use derivatives for speculative purposes. Griffin applies FASB ASC 815-10, “Derivatives and Hedging,” (“ASC 815-10”) as amended, which establishes accounting and reporting standards for derivative instruments and hedging activities. ASC 815-10 requires Griffin to recognize all derivatives as either assets or liabilities on its consolidated balance sheet and measure those instruments at fair value. The changes in the fair values of the interest rate swap agreements are measured in accordance with ASC 815-10 and reflected in the carrying values of the interest rate swap agreements on Griffin’s consolidated balance sheet. The estimated fair values are based primarily on projected future swap rates. Griffin applies cash flow hedge accounting to its interest rate swap agreements that are designated as hedges of the variability of future cash flows from floating rate liabilities based on benchmark interest rates. The changes in the fair values of Griffin’s interest rate swap agreements are recorded as components of Accumulated Other Comprehensive Income (Loss) (“AOCI”) in stockholders’ equity to the extent they are effective. Any ineffective portions of the changes in the fair values of these instruments would be recorded as interest expense or interest income. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Adopted In February 2016, the FASB issued Accounting Standards Update (“ASU” or “Update”) No. 2016-02, “Leases,” which establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than twelve months. The accounting applied by lessors under ASU No. 2016-02 is largely unchanged from that applied under current U.S. GAAP. Leases are either classified as finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU No. 2016-02 also requires significant additional disclosures about the amount, timing and uncertainty of cash flows from leases. In July 2018, the FASB issued ASU No. 2018-10, “Codification Improvements to Topic 842, Leases,” which provides narrow amendments to clarify how to apply certain aspects of the new lease standard and ASU No. 2018-11, “Leases (Topic 842): Targeted Improvements,” which provides an alternative transition method that permits an entity to use the effective date of ASU No. 2016-02 as the date of initial application through the recognition of a cumulative effect adjustment to the opening balance of retained earnings upon adoption. An entity’s reporting for the comparative periods presented in the financial statements in which it adopts the new lease standard will continue to be in accordance with current U.S. GAAP under FASB ASC Topic 840, “Leases.” In December 2018, the FASB issued ASU No. 2018-20, “Leases (Topic 842): Narrow Scope Improvements for Lessors,” which provides clarification on implementation issues associated with adopting ASU No. 2016-02. In March 2019, the FASB issued ASU No. 2019-01, “Leases (Topic 842): Codification Improvements,” which clarifies the determination of fair value of an underlying asset by lessors that are not manufacturers or dealers, presentation on the statement of cash flows for sales-type and direct financing leases and transition issues related to Topic 250, Accounting Changes and Error Corrections. Griffin used the modified retrospective method upon adoption of ASU No. 2016-02, ASU No. 2018-10, ASU No. 2018-11, ASU No. 2018-20 and ASU No. 2019-01 when they became effective for Griffin on December 1, 2019, and, therefore, Griffin did not restate any comparative periods. Upon adoption, Griffin elected the package of practical expedients permitted under the transition guidance, which permits Griffin to not reassess its prior conclusions about lease identification, lease classification and initial direct costs. Griffin did not elect the practical expedient to use hindsight in determining the lease term and in assessing impairment of right-of-use assets. Griffin did elect the practical expedient pertaining to land easements that allows an entity to choose to not apply ASC 842 to certain existing land easements at transition. Griffin made an accounting policy election to keep leases with an initial term of twelve months or less off of the balance sheet. Griffin’s leases with its tenants were classified as operating leases under previous guidance and remained operating leases upon the adoption of ASC 842, therefore, as a lessor there was no significant impact upon adoption. As a lessee, Griffin has two operating leases that resulted in the recognition of ROU assets of $858 and lease liabilities of $858 related to Griffin’s executive office in New York City. The adoption of ASC 842 did not have a material impact on Griffin’s consolidated statements of operations or cash flows. In August 2017, the FASB issued ASU No. 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities,” which is intended to improve the financial reporting for hedging relationships to better represent the economic results of a company’s risk management activities in its financial statements and make certain targeted improvements to simplify the application of the hedge accounting guidance. ASU No. 2017-12 makes more financial and nonfinancial hedging strategies eligible for hedge accounting, amends the presentation and disclosure requirements and changes how entities assess effectiveness. In April 2019, the FASB issued ASU No. 2019-04, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments,” which provides clarification on implementation issues associated with adopting ASU No. 2017-12. ASU No. 2017-12 and ASU No. 2019-04 each became effective for Griffin on December 1, 2019. The application of ASU No. 2017-12 and ASU No. 2019-04 did not have an impact on Griffin’s consolidated financial statements. In June 2018, the FASB issued ASU No. 2018-07, “Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting,” to include share-based payment transactions for acquiring goods and services from nonemployees. ASU No. 2018-07 simplifies the accounting for nonemployee share-based payments by aligning it more closely with the accounting for employee awards. ASU No. 2018-07 became effective for Griffin on December 1, 2019. The application of ASU No. 2018-07 did not have an impact on Griffin’s consolidated financial statements. In October 2018, the FASB issued ASU No. 2018-16, “Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes.” ASU No. 2018-16 permits the use of the Swap OIS Rate (“OIS Rate”) based on the Secured Overnight Financing Rate as a U.S. benchmark interest rate for hedge accounting purposes under Topic 815 in addition to the interest rates on direct Treasury obligations of the U.S. government, the London Interbank Offered Rate (“LIBOR”) and the OIS Rate based on the Federal Funds Effective Rate. The amendments in ASU No. 2018-16 were required to be adopted concurrently with the amendments in ASU No. 2017-12, therefore, ASU No. 2018-16 became effective for Griffin on December 1, 2019. The application of ASU No. 2018-16 did not have an impact on Griffin’s consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement.” ASU No. 2018-13 removes, modifies and adds certain disclosure requirements in FASB ASC 820, “Fair Value Measurement” (“ASC 820”). The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively in the year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. ASU No. 2018-13 will become effective for Griffin in the fiscal year ending November 30, 2021 (“fiscal 2021”). Early adoption is permitted upon issuance for any removed or modified disclosures. Griffin does not expect the application of ASU No. 2018-13 to have an impact on its consolidated financial statements. There are various other Updates recently issued which represent technical corrections to the accounting literature or apply to specific industries. Griffin does not expect the application of any of these other Updates to have an impact on its consolidated financial statements. |
Fair Value (Tables)
Fair Value (Tables) | 3 Months Ended |
Feb. 29, 2020 | |
Fair Value | |
Schedule of financial assets and liabilities carried at fair value and measured at fair value on a recurring basis: | February 29, 2020 Quoted Prices in Significant Significant Active Markets for Observable Unobservable Identical Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Interest rate swap asset $ — $ — $ — Interest rate swap liabilities $ — $ 7,328 $ — November 30, 2019 Quoted Prices in Significant Significant Active Markets for Observable Unobservable Identical Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Interest rate swap assets $ — $ — $ — Interest rate swap liabilities $ — $ 4,052 $ — |
Schedule of carrying and estimated fair values of financial instruments | Fair Value February 29, 2020 November 30, 2019 Hierarchy Carrying Estimated Carrying Estimated Level Value Fair Value Value Fair Value Financial assets: Cash and cash equivalents 1 $ 8,695 $ 8,695 $ 5,874 $ 5,874 Short-term investments 2 $ — $ — $ 1,011 $ 1,011 Financial liabilities: Mortgage loans, net of debt issuance costs 2 $ 159,495 $ 163,054 $ 142,575 $ 145,235 Revolving lines of credit 2 $ 4,100 $ 4,100 $ 5,875 $ 5,875 Interest rate swap liabilities 2 $ 7,328 $ 7,328 $ 4,052 $ 4,052 |
Real Estate Assets (Tables)
Real Estate Assets (Tables) | 3 Months Ended |
Feb. 29, 2020 | |
Real Estate Assets | |
Schedule of real estate assets, excluding those held for sale | Estimated Useful Lives Feb. 29, 2020 Nov. 30, 2019 Land $ 31,886 $ 30,750 Land improvements 10 to 30 years 44,913 40,992 Buildings and improvements 10 to 40 years 228,520 220,086 Tenant improvements Shorter of useful life or terms of related lease 30,974 30,318 Machinery and equipment 3 to 20 years 10,958 7,557 Construction in progress 6,181 3,542 Development costs 4,632 10,404 358,064 343,649 Accumulated depreciation $ 240,495 $ 238,614 |
Schedule of total depreciation expense and capitalized interest related to real estate assets | For the Three Months Ended Feb. 29, 2020 Feb. 28, 2019 Depreciation expense $ 2,863 $ 2,591 Capitalized interest $ — $ 42 |
Schedule of real estate held for sale | Feb. 29, 2020 Nov. 30, 2019 Land $ 529 $ 323 Land improvements 269 388 Buildings and improvements — 417 Development costs 6,698 1,009 $ 7,496 $ 2,137 |
Mortgage and Construction Loa_2
Mortgage and Construction Loans (Tables) | 3 Months Ended |
Feb. 29, 2020 | |
Mortgage Loans | |
Schedule of mortgage and construction loans | Feb. 29, 2020 Nov. 30, 2019 4.72%, due October 3, 2022 * $ 4,148 $ 4,174 4.39%, due January 2, 2025 * 18,954 19,101 4.17%, due May 1, 2026 * 13,021 13,115 3.79%, due November 17, 2026 * 24,522 24,701 4.39%, due August 1, 2027 * 9,969 10,034 3.97%, due September 1, 2027 11,615 11,673 4.57%, due February 1, 2028 * 17,965 18,069 5.09%, due July 1, 2029 5,609 5,725 5.09%, due July 1, 2029 3,930 4,011 3.60%, due January 2, 2030 * 6,487 — 3.48%, due February 1, 2030 15,000 — 4.33%, due August 1, 2030 16,546 16,634 4.51%, due April 1, 2034 13,953 14,030 3.91%, due January 27, 2020 * — 3,206 Nonrecourse mortgage loans 161,719 144,473 Debt issuance costs (2,224) (1,898) Nonrecourse mortgage loans, net of debt issuance costs 159,495 142,575 *Variable rate loans. Griffin has entered into interest rate swap agreements to effectively fix the interest rates on these loans to the rates reflected above. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Feb. 29, 2020 | |
Stockholders' Equity | |
Schedule of basic and diluted per share results | For the Three Months Ended Feb. 29, 2020 Feb. 28, 2019 Net loss $ (320) $ (586) Weighted average shares outstanding for computation of basic per share results 5,075,000 Incremental shares from assumed exercise of Griffin stock options (a) — — Adjusted weighted average shares for computation of diluted per share results 5,075,000 5,065,000 (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. The incremental shares from the assumed exercise of stock options for the 2020 first quarter and 2019 first quarter would have been 54,000 and 21,000, respectively. |
Schedule of option holders | Number of option holders at February 29, 2020 26 |
Schedule of compensation expense and related tax benefits for stock options | For the Three Months Ended Feb. 29, 2020 Feb. 28, 2019 Compensation expense $ 57 $ 90 Related tax benefit $ 9 $ 13 |
Schedule of unrecognized compensation expense related to nonvested stock options | Balance of Fiscal 2020 $ 122 Fiscal 2021 $ 39 |
Summary of the activity under the Griffin Stock Option Plan | For the Three Months Ended February 29, 2020 February 28, 2019 Number of Weighted Avg. Number of Weighted Avg. Shares Exercise Price Shares Exercise Price Outstanding at beginning of period 189,822 $ 28.23 224,001 $ 28.20 Forfeited — $ — (1,749) $ 34.30 Outstanding at end of period 189,822 $ 28.23 222,252 $ 28.15 |
Schedule of options by range of exercise prices | Weighted Avg. Remaining Range of Exercise Prices for Outstanding at Weighted Avg. Contractual Life Total Intrinsic Vested and Nonvested Options February 29, 2020 Exercise Price (in years) Value $23.00 - $28.00 112,638 $ 26.76 6.0 $ 1,519 $28.00 - $32.00 65,212 $ 29.21 2.3 719 $32.00 - $39.00 11,972 $ 36.74 7.8 42 189,822 $ 28.23 4.8 $ 2,280 |
Schedule of accumulated other comprehensive income (loss) | For the Three Months Ended Feb. 29, 2020 Feb. 28, 2019 Balance at beginning of period $ (3,141) $ 2,395 Other comprehensive loss before reclassifications (2,524) (1,500) Amounts reclassified 95 42 Net activity for other comprehensive loss (2,429) (1,458) Balance at end of period $ (5,570) $ 937 |
Schedule of components of accumulated other comprehensive income (loss) | For the Three Months Ended February 29, 2020 February 28, 2019 Tax Tax (Expense) Net-of (Expense) Net-of Pre-Tax Benefit Tax Pre-Tax Benefit Tax Reclassification included in net loss: Loss on cash flow hedges (interest expense) $ 125 $ (30) $ 95 $ 55 $ (13) $ 42 Change in other comprehensive loss: Decrease in fair value adjustments on Griffin’s cash flow hedges (3,401) 877 (2,524) (1,923) 423 (1,500) Other comprehensive loss $ (3,276) $ 847 $ (2,429) $ (1,868) $ 410 $ (1,458) |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Feb. 28, 2021 | |
Leases | |
Schedule of future minimum lease payments to be received under noncancelable operating leases | The future minimum rental payments, including expected tenant reimbursements, to be received under noncancelable operating leases as of February 29, 2020 are as follows: Balance of fiscal 2020 $ 25,630 2021 32,113 2022 24,789 2023 19,615 2024 16,618 Later years 39,383 $ 158,148 |
Schedule of maturities of lease liabilities | Maturities of lease liabilities as of February 29, 2020 are as follows: Balance of Fiscal 2020 $ 102 Fiscal 2021 137 Fiscal 2022 143 Fiscal 2023 141 Fiscal 2024 140 Thereafter 269 Total undiscounted payments $ 932 Less: imputed interest (103) Present value of minimum lease payments $ 829 |
Supplemental Financial Statem_2
Supplemental Financial Statement Information (Tables) | 3 Months Ended |
Feb. 29, 2020 | |
Supplemental Financial Statement Information | |
Schedule of other assets | Feb. 29, 2020 Nov. 30, 2019 Deferred rent receivable $ 5,897 $ 5,740 Deferred leasing costs, net 4,511 4,468 Intangible assets, net 2,645 1,907 Prepaid expenses 2,377 2,926 Accounts receivable (primarily leases) 1,356 904 Right-of-use assets 799 — Mortgage escrows 606 515 Registration statement costs 281 281 Deposits 272 234 Deferred financing costs related to revolving lines of credit 220 256 Furniture, fixtures and equipment, net 203 193 Other 383 154 Total other assets $ 19,550 $ 17,578 |
Schedule of accounts payable and accrued liabilities | Feb. 29, 2020 Nov. 30, 2019 Trade payables $ 1,498 $ 295 Accrued construction costs and retainage 1,178 1,849 Accrued interest payable 580 568 Accrued lease commissions 394 223 Accrued salaries, wages and other compensation 212 863 Other 892 520 Total accounts payable and accrued liabilities $ 4,754 $ 4,318 |
Schedule of other liabilities | Feb. 29, 2020 Nov. 30, 2019 Interest rate swap liabilities $ 7,328 $ 4,052 Deferred compensation plan 3,540 5,593 Prepaid rent from tenants 1,331 1,013 Lease liabilities 829 — Security deposits of tenants 695 538 Conditional asset retirement obligations 171 171 Land sale deposits 50 — Other 113 142 Total other liabilities $ 14,057 $ 11,509 |
Schedule of interest payments | For the Three Months Ended Feb. 29, 2020 Feb. 28, 2019 $ 1,677 $ 1,619 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | Feb. 29, 2020 | Dec. 01, 2019 | Nov. 30, 2019 |
Cash and Cash Equivalents | |||
Cash equivalents | $ 7,138 | $ 4,299 | |
Recent Adopted Accounting Pronouncements | |||
Right-of-use assets | 799 | $ 858 | |
Lease liabilities | $ 829 | $ 858 |
Fair Value (Details)
Fair Value (Details) $ in Thousands | Feb. 18, 2020ft² | Feb. 29, 2020USD ($) | Nov. 30, 2019USD ($) |
Financial assets and liabilities carried at fair value and measured at fair value on a recurring basis: | |||
Assets, transfers from Level 1 to Level 2 | $ 0 | ||
Liabilities, transfers from Level 1 to Level 2 | 0 | ||
Assets, transfers from Level 2 to Level 1 | 0 | ||
Liabilities, transfers from Level 2 to Level 1 | 0 | ||
Interest rate swap liabilities | 7,328 | $ 4,052 | |
3320 Maggie | |||
Financial assets and liabilities carried at fair value and measured at fair value on a recurring basis: | |||
Area Of Building | ft² | 108,000 | ||
Recurring basis | Level 2 | |||
Financial assets and liabilities carried at fair value and measured at fair value on a recurring basis: | |||
Interest rate swap liabilities | $ 7,328 | $ 4,052 |
Fair Value - Assets and Liabili
Fair Value - Assets and Liabilities (Details) - USD ($) $ in Thousands | Feb. 29, 2020 | Feb. 18, 2020 | Nov. 30, 2019 |
Financial assets: | |||
Short-term investments | $ 1,011 | ||
Financial liabilities: | |||
Revolving lines of credit | $ 4,100 | 5,875 | |
Interest rate swaps liabilities | 7,328 | 4,052 | |
3320 Maggie | |||
Nonfinancial assets: | |||
Real estate assets fair value | $ 7,078 | ||
Intangible assets fair value | $ 843 | ||
Level 3 | 3320 Maggie | |||
Nonfinancial assets: | |||
Intangible assets fair value | 7,921 | ||
Carrying Value | Level 1 | |||
Financial assets: | |||
Cash and cash equivalents | 8,695 | 5,874 | |
Carrying Value | Level 2 | |||
Financial assets: | |||
Short-term investments | 1,011 | ||
Financial liabilities: | |||
Mortgage and construction loans, net of debt issuance costs | 159,495 | 142,575 | |
Revolving lines of credit | 4,100 | 5,875 | |
Interest rate swaps liabilities | 7,328 | 4,052 | |
Estimated Fair Value | Level 1 | |||
Financial assets: | |||
Cash and cash equivalents | 8,695 | 5,874 | |
Estimated Fair Value | Level 2 | |||
Financial assets: | |||
Short-term investments | 1,011 | ||
Financial liabilities: | |||
Mortgage and construction loans, net of debt issuance costs | 163,054 | 145,235 | |
Revolving lines of credit | 4,100 | 5,875 | |
Interest rate swaps liabilities | $ 7,328 | $ 4,052 |
Real Estate Assets (Details)
Real Estate Assets (Details) $ in Thousands | Feb. 18, 2020USD ($)ft² | Feb. 29, 2020USD ($) | Feb. 28, 2019USD ($) | Nov. 30, 2019USD ($) | Jan. 07, 2020USD ($)a |
Real Estate Assets | |||||
Land | $ 31,886 | $ 30,750 | |||
Land improvements | 44,913 | 40,992 | |||
Buildings and improvements | 228,520 | 220,086 | |||
Tenant improvements | 30,974 | 30,318 | |||
Machinery and equipment | 10,958 | 7,557 | |||
Construction in progress | 6,181 | 3,542 | |||
Development costs | 4,632 | 10,404 | |||
Real estate assets, gross | 358,064 | 343,649 | |||
Accumulated depreciation | (117,569) | (105,035) | |||
Real estate assets, net | 240,495 | 238,614 | |||
Depreciation expense | 2,863 | $ 2,591 | |||
Capitalized interest | $ 42 | ||||
Real estate assets held for sale | |||||
Real Estate Assets | |||||
Land | 529 | 323 | |||
Land improvements | 269 | 388 | |||
Buildings and improvements | 417 | ||||
Development costs | 6,698 | 1,009 | |||
Real estate assets held for sale, gross | $ 7,496 | $ 2,137 | |||
3320 Maggie | |||||
Real estate assets | |||||
Area Of Building | ft² | 108,000 | ||||
Cash paid for real estate | $ 7,921 | ||||
Real estate assets fair value | 7,078 | ||||
Intangible Assets Fair Value | $ 843 | ||||
3320 Maggie | Minimum | |||||
Real Estate Assets | |||||
Intangible assets amortization period | 5 years | ||||
3320 Maggie | Maximum | |||||
Real Estate Assets | |||||
Intangible assets amortization period | 10 years | ||||
Windsor undeveloped land sale | |||||
Real estate assets | |||||
Area of land | a | 27 | ||||
Sale price | $ 3,800 | ||||
Land improvements | Minimum | |||||
Real Estate Assets | |||||
Estimated Useful Lives | 10 years | 10 years | |||
Land improvements | Maximum | |||||
Real Estate Assets | |||||
Estimated Useful Lives | 30 years | 30 years | |||
Land improvements | 3320 Maggie | |||||
Real Estate Assets | |||||
Estimated Useful Lives | 40 years | ||||
Buildings and improvements | Minimum | |||||
Real Estate Assets | |||||
Estimated Useful Lives | 10 years | 10 years | |||
Buildings and improvements | Maximum | |||||
Real Estate Assets | |||||
Estimated Useful Lives | 40 years | 40 years | |||
Buildings and improvements | 3320 Maggie | Minimum | |||||
Real Estate Assets | |||||
Estimated Useful Lives | 5 years | ||||
Buildings and improvements | 3320 Maggie | Maximum | |||||
Real Estate Assets | |||||
Estimated Useful Lives | 20 years | ||||
Machinery and equipment. | Minimum | |||||
Real Estate Assets | |||||
Estimated Useful Lives | 3 years | 3 years | |||
Machinery and equipment. | Maximum | |||||
Real Estate Assets | |||||
Estimated Useful Lives | 20 years | 20 years |
Real Estate Assets - assets hel
Real Estate Assets - assets held for sale (Details) $ in Thousands | 3 Months Ended | |
Feb. 29, 2020USD ($)ft² | Nov. 30, 2019USD ($) | |
Real Estate Assets | ||
Real Estate Held For Sale Net | $ 7,496 | $ 2,137 |
Value of real estate assets reclassified as held for sale | 6,543 | |
Real estate assets moved out of held for sale | 1,084 | |
Value of real estate assets reclassified out of held for sale due to sale | 100 | |
Increase in real estate held for sale, net | 5,359 | |
Terminated sales agreement expenses | $ 30 | |
Restaurant Building | ||
Real Estate Assets | ||
Area Of Building | ft² | 7,200 |
Mortgage Loans (Details)
Mortgage Loans (Details) $ in Thousands | Jan. 23, 2020USD ($)ft²subsidiarybuilding | Dec. 20, 2019USD ($)ft²subsidiary | Feb. 29, 2020USD ($)item | Feb. 28, 2019USD ($) | Aug. 31, 2018USD ($) | Nov. 30, 2019USD ($) | Aug. 31, 2019 | Nov. 30, 2018 |
Long-Term Debt | ||||||||
Loans, net of debt issuance costs | $ 159,495 | $ 142,575 | ||||||
Debt disclosures | ||||||||
Ineffectiveness on cash flow hedges | 0 | |||||||
Anticipated ineffectiveness on cash flow hedges | 0 | |||||||
Net fair value of interest rate swap agreements | 7,328 | |||||||
Proceeds from issuance of debt | $ 21,500 | $ 141 | ||||||
Interest rate swap agreement | ||||||||
Debt disclosures | ||||||||
Number of agreements containing credit risk related contingent features | item | 0 | |||||||
Recognized net losses (included in other comprehensive loss), before taxes, on interest rate swap agreements | $ 3,276 | $ 1,868 | $ 1,868 | |||||
Loss expected to be reclassified over next twelve months from accumulated other comprehensive loss to interest expense | 1,162 | |||||||
Nonrecourse mortgage loans | ||||||||
Long-Term Debt | ||||||||
Loans, prior to debt issuance costs | 161,719 | 144,473 | ||||||
Debt issuance costs, net | (2,224) | (1,898) | ||||||
Loans, net of debt issuance costs | $ 159,495 | $ 142,575 | ||||||
Weighted average interest rate | 4.31% | 4.21% | 4.21% | |||||
Acquisition Credit Line | ||||||||
Long-Term Debt | ||||||||
Weighted average interest rate | 4.41% | |||||||
Acquisition Credit Line | LIBOR | ||||||||
Debt disclosures | ||||||||
Variable interest rate margin (as a percent) | 2.75% | |||||||
4.72%, due October 3, 2022 | ||||||||
Long-Term Debt | ||||||||
Loans, prior to debt issuance costs | $ 4,148 | $ 4,174 | ||||||
Interest rate (as a percent) | 4.72% | 4.72% | ||||||
4.39%, due January 2, 2025 | ||||||||
Long-Term Debt | ||||||||
Loans, prior to debt issuance costs | $ 18,954 | $ 19,101 | ||||||
Interest rate (as a percent) | 4.39% | 4.39% | ||||||
4.17%, due May 1, 2026 | ||||||||
Long-Term Debt | ||||||||
Loans, prior to debt issuance costs | $ 13,021 | $ 13,115 | ||||||
Interest rate (as a percent) | 4.17% | 4.17% | ||||||
3.79%, November 17, 2026 | ||||||||
Long-Term Debt | ||||||||
Loans, prior to debt issuance costs | $ 24,522 | $ 24,701 | ||||||
Interest rate (as a percent) | 3.79% | 3.79% | ||||||
4.39%, due August 1, 2027 | ||||||||
Long-Term Debt | ||||||||
Loans, prior to debt issuance costs | $ 9,969 | $ 10,034 | ||||||
Interest rate (as a percent) | 4.39% | 4.39% | ||||||
3.97%, due September 1, 2027 | ||||||||
Long-Term Debt | ||||||||
Loans, prior to debt issuance costs | $ 11,615 | $ 11,673 | ||||||
Interest rate (as a percent) | 3.97% | 3.97% | ||||||
4.57%, due February 1, 2028 | ||||||||
Long-Term Debt | ||||||||
Loans, prior to debt issuance costs | $ 17,965 | $ 18,069 | ||||||
Interest rate (as a percent) | 4.57% | 4.57% | ||||||
5.09%, due July 1, 2029 GCD mortgage loan | ||||||||
Long-Term Debt | ||||||||
Loans, prior to debt issuance costs | $ 5,609 | $ 5,725 | ||||||
Interest rate (as a percent) | 5.09% | 5.09% | ||||||
5.09%, due July 1, 2029 TD mortgage Loan | ||||||||
Long-Term Debt | ||||||||
Loans, prior to debt issuance costs | $ 3,930 | $ 4,011 | ||||||
Interest rate (as a percent) | 5.09% | 5.09% | ||||||
3.60%, due January 2, 2030 | ||||||||
Long-Term Debt | ||||||||
Loans, prior to debt issuance costs | $ 6,487 | |||||||
Interest rate (as a percent) | 3.60% | |||||||
Debt disclosures | ||||||||
Term of debt | 10 years | |||||||
Amortization period of debt | 25 years | |||||||
New loan | $ 6,500 | |||||||
Area of collateralized properties (in square feet) | ft² | 100,000 | |||||||
Repayment of debt | $ 5,875 | |||||||
Number of subsidiaries which are party to the mortgage | subsidiary | 2 | |||||||
3.60%, due January 2, 2030 | Interest rate swap agreement | ||||||||
Debt disclosures | ||||||||
Fixed interest rate pursuant to interest rate swap agreement (as a percent) | 3.60% | |||||||
3.60%, due January 2, 2030 | LIBOR | ||||||||
Debt disclosures | ||||||||
Variable interest rate margin (as a percent) | 1.75% | |||||||
3.48% due February 1 2030 | ||||||||
Long-Term Debt | ||||||||
Loans, prior to debt issuance costs | $ 15,000 | |||||||
Interest rate (as a percent) | 3.48% | 3.48% | ||||||
Debt disclosures | ||||||||
Term of debt | 10 years | |||||||
Amortization period of debt | 25 years | |||||||
New mortgage | $ 15,000 | |||||||
Number of buildings used as collateral | building | 2 | |||||||
Area of collateralized properties (in square feet) | ft² | 254,000 | |||||||
Repayment of debt | $ 3,191 | |||||||
Number of subsidiaries which are party to the mortgage | subsidiary | 2 | |||||||
4.33%, due August 1, 2030 | ||||||||
Long-Term Debt | ||||||||
Loans, prior to debt issuance costs | $ 16,546 | $ 16,634 | ||||||
Interest rate (as a percent) | 4.33% | 4.33% | ||||||
4.51%, due April 1, 2034 | ||||||||
Long-Term Debt | ||||||||
Loans, prior to debt issuance costs | $ 13,953 | $ 14,030 | ||||||
Interest rate (as a percent) | 4.51% | 4.51% | ||||||
3.91%, due January 27, 2020 | ||||||||
Long-Term Debt | ||||||||
Loans, prior to debt issuance costs | $ 3,206 | |||||||
Interest rate (as a percent) | 3.91% | 3.91% |
Revolving Credit Agreements (De
Revolving Credit Agreements (Details) $ in Thousands | 3 Months Ended | ||
Feb. 29, 2020USD ($)ft² | Nov. 30, 2020USD ($) | Sep. 19, 2019ft² | |
Webster Credit Line | |||
Revolving credit agreement | |||
Maximum borrowing capacity | $ 19,500 | ||
Maximum percentage of loan to value | 72.00% | ||
Minimum liquidity | $ 5,000 | ||
Fixed charge coverage ratio | 1.1 | ||
Standby letters of credit aggregate amount | $ 484 | ||
Outstanding borrowings under credit line | $ 0 | ||
Webster Credit Line | Griffin Center South, Bloomfield, CT | |||
Revolving credit agreement | |||
Area of collateralized properties (in square feet) | ft² | 235,000 | ||
Webster Credit Line | Single-story office building in Griffin Center | |||
Revolving credit agreement | |||
Area of collateralized properties (in square feet) | ft² | 48,000 | ||
Webster Credit Line | Industrial/warehouse building | |||
Revolving credit agreement | |||
Area of collateralized properties (in square feet) | ft² | 31,000 | ||
Webster Credit Line | LIBOR | |||
Revolving credit agreement | |||
Variable interest rate margin (as a percent) | 2.50% | ||
Acquisition Credit Line | |||
Revolving credit agreement | |||
Maximum borrowing capacity | $ 15,000 | ||
Minimum liquidity | $ 5,000 | ||
Fixed charge coverage ratio | 1.1 | ||
Purchase price of real estate acquisitions (as a percent) | 65.00% | ||
Maximum period for obtaining permanent finance from date of drawn | 135 days | ||
Minimum debt service coverage ratio | 1.25 | ||
Minimum net worth | $ 80,000 | ||
Maximum percentage of total debt plus preferred stock to total assets allowed | 50.00% | ||
Outstanding borrowings under credit line | $ 4,100 | $ 5,875 | |
Weighted average interest rate | 4.41% | ||
Acquisition Credit Line | LIBOR | |||
Revolving credit agreement | |||
Variable interest rate margin (as a percent) | 2.75% |
Stockholders' Equity - Per Shar
Stockholders' Equity - Per Share Results (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Feb. 29, 2020 | Feb. 28, 2019 | |
Earnings per share: | ||
Net loss | $ (320) | $ (586) |
Weighted average shares outstanding for computation of basic per share results | 5,075,000 | 5,065,000 |
Adjusted weighted average shares for computation of diluted per share results | 5,075,000 | 5,065,000 |
Incremental shares from assumed exercise of stock options excluded due to anti-dilutive effect | 54,000 | 21,000 |
Stockholders' Equity - At-the-M
Stockholders' Equity - At-the-Market Equity Offering Program (Details) - USD ($) | Apr. 11, 2018 | May 10, 2018 |
At-the-Market Equity Offering Program | ||
Maximum offering from universal shelf registration | $ 50,000 | |
Offering period | P3Y | |
Baird | ATM Program | ||
At-the-Market Equity Offering Program | ||
Authorized to issue common stock | $ 30,000 |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Option Grants, Activity And Expense (Details) $ / shares in Units, $ in Thousands | Mar. 09, 2020shares | Mar. 03, 2020shares | Feb. 29, 2020USD ($)individual$ / sharesshares | May 31, 2019$ / sharesshares | Feb. 28, 2019USD ($)$ / sharesshares | Nov. 30, 2021shares | Mar. 31, 2020shares |
Other Disclosures | |||||||
Number of option holders | individual | 26 | ||||||
Unrecognized compensation expense related to non-vested stock options that will be recognized during future periods | |||||||
Balance of Fiscal 2020 | $ | $ 122 | ||||||
Fiscal 2021 | $ | $ 39 | ||||||
Activity under the 2009 Stock Option Plan | |||||||
Outstanding at beginning of period (in shares) | 189,822 | 222,252 | 224,001 | ||||
Forfeited (in shares) | (1,749) | ||||||
Outstanding at end of period (in shares) | 189,822 | 222,252 | |||||
Weighted Avg. Exercise Price | |||||||
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 28.23 | $ 28.15 | $ 28.20 | ||||
Forfeited (in dollars per share) | $ / shares | 34.30 | ||||||
Outstanding at end of period (in dollars per share) | $ / shares | $ 28.23 | $ 28.15 | |||||
2009 Stock Option Plan | |||||||
2009 Stock Option Plan | |||||||
Expiration term | 10 years | ||||||
Number of options that may be exercised as stock appreciation rights | 0 | ||||||
Compensation expense for stock options | |||||||
Compensation expense (benefit) | $ | $ 57 | $ 90 | |||||
Related tax benefit (expense) | $ | $ 9 | $ 13 | |||||
2009 Stock Option Plan | Minimum | |||||||
Compensation expense for stock options | |||||||
Forfeiture rates (as a percent) | 0.00% | 0.00% | |||||
2009 Stock Option Plan | Minimum | Executives | |||||||
Compensation expense for stock options | |||||||
Forfeiture rates (as a percent) | 17.90% | 17.90% | |||||
2009 Stock Option Plan | Minimum | Employee | |||||||
Compensation expense for stock options | |||||||
Forfeiture rates (as a percent) | 38.30% | 38.30% | |||||
2009 Stock Option Plan | Maximum | |||||||
Compensation expense for stock options | |||||||
Forfeiture rates (as a percent) | 2.00% | 2.00% | |||||
2009 Stock Option Plan | Subsequent events | |||||||
2009 Stock Option Plan | |||||||
Granted (in shares) | 48,000 | 50,000 | |||||
Activity under the 2009 Stock Option Plan | |||||||
Granted (in shares) | 48,000 | 50,000 | |||||
2020 Incentive Award Plan | Subsequent events | |||||||
2009 Stock Option Plan | |||||||
Number of shares authorized | 300,000 | ||||||
Granted (in shares) | 52,000 | ||||||
Activity under the 2009 Stock Option Plan | |||||||
Granted (in shares) | 52,000 | ||||||
Exercised (in shares) | (53,293) |
Stockholders' Equity - Range Of
Stockholders' Equity - Range Of Exercise Prices (Details) - 2009 Stock Option Plan $ / shares in Units, $ in Thousands | 3 Months Ended |
Feb. 29, 2020USD ($)$ / sharesshares | |
2009 Stock Option Plan | |
Outstanding at ending of the year (in shares) | shares | 189,822 |
Weighted Avg. Exercise Price (in dollars per share) | $ 28.23 |
Weighted Avg. Remaining Contractual Life | 4 years 9 months 18 days |
Total Intrinsic Value | $ | $ 2,280 |
$23.00-$28.00 | |
2009 Stock Option Plan | |
Exercise prices, low end of range (in dollars per share) | $ 23 |
Exercise prices, high end of range (in dollars per share) | $ 28 |
Outstanding at ending of the year (in shares) | shares | 112,638 |
Weighted Avg. Exercise Price (in dollars per share) | $ 26.76 |
Weighted Avg. Remaining Contractual Life | 6 years |
Total Intrinsic Value | $ | $ 1,519 |
$28.00-$32.00 | |
2009 Stock Option Plan | |
Exercise prices, low end of range (in dollars per share) | $ 28 |
Exercise prices, high end of range (in dollars per share) | $ 32 |
Outstanding at ending of the year (in shares) | shares | 65,212 |
Weighted Avg. Exercise Price (in dollars per share) | $ 29.21 |
Weighted Avg. Remaining Contractual Life | 2 years 3 months 18 days |
Total Intrinsic Value | $ | $ 719 |
$32.00-$39.00 | |
2009 Stock Option Plan | |
Exercise prices, low end of range (in dollars per share) | $ 32 |
Exercise prices, high end of range (in dollars per share) | $ 39 |
Outstanding at ending of the year (in shares) | shares | 11,972 |
Weighted Avg. Exercise Price (in dollars per share) | $ 36.74 |
Weighted Avg. Remaining Contractual Life | 7 years 9 months 18 days |
Total Intrinsic Value | $ | $ 42 |
Stockholders' Equity - Accumula
Stockholders' Equity - Accumulated Other Comprehensive Income Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Feb. 29, 2020 | Feb. 28, 2019 | |
Change in accumulated other comprehensive loss, net of tax | ||
Balance at the beginning of the year | $ (3,141) | |
Other comprehensive (loss) income before reclassifications | (2,524) | $ (1,500) |
Reclassifications included in net loss | 95 | 42 |
Balance at the end of the year | (5,570) | |
Unrealized Gain (Loss) on Cash Flow Hedges | ||
Change in accumulated other comprehensive loss, net of tax | ||
Balance at the beginning of the year | (3,141) | 2,395 |
Other comprehensive (loss) income before reclassifications | (2,524) | (1,500) |
Reclassifications included in net loss | 95 | 42 |
Net activity for other comprehensive income | (2,429) | (1,458) |
Balance at the end of the year | $ (5,570) | $ 937 |
Stockholders' Equity - AOCI T2
Stockholders' Equity - AOCI T2 rows (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Feb. 29, 2020 | Feb. 28, 2019 | |
Accumulated Other Comprehensive Income (Loss) | ||
Reclassifications, before tax | $ 125 | $ 55 |
Reclassifications, tax (expense) benefit | (30) | (13) |
Reclassifications, net of tax | 95 | 42 |
Other changes, before reclassifications, before tax | (3,401) | (1,923) |
Other changes, before reclassifications, tax (expense) benefit | 877 | 423 |
Total other changes before reclassifications, net of tax | (2,524) | (1,500) |
Total other comprehensive loss, net of tax | (2,429) | (1,458) |
Accumulated Other Comprehensive Income (Loss) | ||
Accumulated Other Comprehensive Income (Loss) | ||
Total other comprehensive (loss) income, before tax | (3,276) | (1,868) |
Total income tax benefit (expense) included in other comprehensive (loss) income | 847 | 410 |
Total other comprehensive loss, net of tax | (2,429) | (1,458) |
Unrealized Gain (Loss) on Cash Flow Hedges | ||
Accumulated Other Comprehensive Income (Loss) | ||
Reclassifications, net of tax | 95 | 42 |
Total other changes before reclassifications, net of tax | $ (2,524) | $ (1,500) |
Stockholders' Equity - Stock Re
Stockholders' Equity - Stock Repurchases, Cash Dividend (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 15 Months Ended | |
Feb. 29, 2020 | Feb. 28, 2019 | Feb. 29, 2020 | |
Cash Dividends | |||
Cash dividends declared (in dollars per share) | $ 0 | ||
Cash dividend paid | $ 2,538 | $ 2,279 |
Leases - lessor (Details)
Leases - lessor (Details) $ in Thousands | 3 Months Ended |
Feb. 29, 2020USD ($)ft² | |
Future minimum rental payments to be received under noncancelable leases | |
Balance of fisal 2020 | $ 25,630 |
2021 | 32,113 |
2022 | 24,789 |
2023 | 19,615 |
2024 | 16,618 |
Later years | 39,383 |
Total | $ 158,148 |
1985 Blue Hills | |
Lessor operating leases | |
Area Of Building | ft² | 165,000 |
Purchase price | $ 11,500 |
Leases - lessee (Details)
Leases - lessee (Details) | 3 Months Ended | 12 Months Ended | |
Feb. 29, 2020USD ($) | Nov. 30, 2016ft² | Dec. 01, 2019USD ($) | |
Operating leases assets and liabilities | |||
Operating Lease, Right-of-Use Asset | $ 799,000 | $ 858,000 | |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-aap:OtherAssets | ||
Operating Lease, Liability | $ 829,000 | $ 858,000 | |
Operating Lease, Liability, Statement of Financial Position [Extensible List] | Other Liabilities. | ||
Lessee, Operating Sublease, Description [Abstract] | |||
Term of sublease | 10 years | ||
Area of subleased property | ft² | 1,920 | ||
Lease terms | |||
Discount rate | 3.50% | ||
Lease expense | $ 34 | ||
Weighted-average remaining lease term | 6 years 7 months 6 days |
Leases - lease liabilities (Det
Leases - lease liabilities (Details) - USD ($) $ in Thousands | Feb. 29, 2020 | Dec. 01, 2019 |
Maturities of leases liabilities | ||
Balance of Fiscal 2020 | $ 102 | |
Fiscal 2021 | 137 | |
Fiscal 2022 | 143 | |
Fiscal 2023 | 141 | |
Fiscal 2024 | 140 | |
Thereafter | 269 | |
Total undiscounted payments | 932 | |
Less: imputed interest | (103) | |
Present value of minimum lease payments | $ 829 | $ 858 |
Supplemental Financial Statem_3
Supplemental Financial Statement Information - AFS Securities (Details) $ in Thousands | Feb. 29, 2020USD ($) |
Investments - Held-to-maturity Securities | |
Repurchase agreements | $ 1,011 |
Supplemental Financial Statem_4
Supplemental Financial Statement Information - Other And Intangible Assets (Details) - USD ($) $ in Thousands | Feb. 29, 2020 | Dec. 01, 2019 | Nov. 30, 2019 |
Other Assets | |||
Deferred rent receivable | $ 5,897 | $ 5,740 | |
Deferred leasing costs, net | 4,511 | 4,468 | |
Intangible assets, net | 2,645 | 1,907 | |
Prepaid expenses | 2,377 | 2,926 | |
Account receivable (primary leases) | 1,356 | 904 | |
Right-of-use assets | 799 | $ 858 | |
Mortgage escrows | 606 | 515 | |
Registration statement costs | 281 | 281 | |
Deposits | 272 | 234 | |
Deferred financing costs related to revolving lines of credit | 220 | 256 | |
Furniture, fixtures and equipment, net | 203 | 193 | |
Other | 383 | 154 | |
Total other assets | $ 19,550 | $ 17,578 |
Supplemental Financial Statem_5
Supplemental Financial Statement Information - Liabilities (Details) - USD ($) $ in Thousands | Feb. 29, 2020 | Dec. 01, 2019 | Nov. 30, 2019 |
Accounts Payable and Accrued Liabilities | |||
Trade payables | $ 1,498 | $ 295 | |
Accrued construction costs and retainage | 1,178 | 1,849 | |
Accrued interest payable | 580 | 568 | |
Accrued lease commissions | 394 | 223 | |
Accrued salaries, wages and other compensation | 212 | 863 | |
Other | 892 | 520 | |
Total accounts payable and accrued liabilities | 4,754 | 4,318 | |
Other Liabilities | |||
Interest rate swap liabilities | 7,328 | 4,052 | |
Deferred compensation plan | 3,540 | 5,593 | |
Prepaid rent from tenants | 1,331 | 1,013 | |
Lease liabilities | 829 | $ 858 | |
Security deposits of tenants | 695 | 538 | |
Conditional asset retirement obligations | 171 | 171 | |
Land sale deposits | 50 | ||
Other | 113 | 142 | |
Total other liabilities | $ 14,057 | $ 11,509 |
Supplemental Financial Statem_6
Supplemental Financial Statement Information - Cash flow, etc. (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Feb. 29, 2020 | Feb. 28, 2019 | |
Supplemental Cash Flow Information | ||
Increase (decrease) in accounts payable and accrued liabilities related to additions to real estate assets | $ (671) | $ 998 |
Deferred Compensation Plan | ||
Decrease in deferred compensation liability | 1,900 | |
Interest paid | ||
Interest payments | $ 1,677 | $ 1,619 |
Income tax rate | ||
Income tax benefit rate (as a percent) | 23.00% | 23.50% |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | Feb. 03, 2020USD ($)a | Dec. 10, 2019USD ($)a | Feb. 29, 2020USD ($) | Jan. 07, 2020USD ($)a |
Obligations For Investments In Real Estate Assets | ||||
Purchase and sale obligations | ||||
Purchase obligations | $ 2,540 | |||
East Granby And Windsor Ct Site [Member] | ||||
Purchase and sale obligations | ||||
Purchase Option Term | 1 year | |||
Area of land | a | 280 | |||
Option Period Of Extension Upon Payment Of Additional Fees | 2 years | |||
East Granby And Windsor Ct Site [Member] | Minimum | ||||
Purchase and sale obligations | ||||
Purchase price | $ 6,000 | |||
East Granby And Windsor Ct Site [Member] | Maximum | ||||
Purchase and sale obligations | ||||
Purchase price | $ 7,950 | |||
Windsor undeveloped land sale | ||||
Purchase and sale obligations | ||||
Area of land | a | 27 | |||
Sale price of land | $ 3,800 | |||
Meadowood Land | ||||
Purchase and sale obligations | ||||
Purchase Option Term | 12 months | |||
Area of land | a | 277 | |||
Sale price of land | $ 5,400 | |||
Agreement Term of Extension | 6 months |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent events - USD ($) $ / shares in Units, $ in Thousands | Mar. 09, 2020 | Mar. 03, 2020 | Nov. 30, 2021 |
2009 Stock Option Plan | |||
Subsequent events | |||
Granted (in shares) | 48,000 | 50,000 | |
Exercise price (in dollars per share) | $ 45.98 | ||
2020 Incentive Award Plan | |||
Subsequent events | |||
Granted (in shares) | 52,000 | ||
Exercise price (in dollars per share) | $ 46.91 | $ 46.91 | |
Exercise of stock options (shares) | 53,293 | ||
Proceeds from exercise of stock options | $ 2,500 |