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8-K - 8-K - INDUS REALTY TRUST, INC.a14-3060_18k.htm
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EX-2.1 - EX-2.1 - INDUS REALTY TRUST, INC.a14-3060_1ex2d1.htm

Exhibit 99.1

 

GRIFFIN LAND & NURSERIES, INC.

Pro Forma Consolidated Balance Sheet

August 31, 2013

(dollars in thousands, except per share data)

(unaudited)

 

 

 

Historical

 

Adjustments

 

Pro Forma

 

ASSETS

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

15,185

 

$

844

(a)

$

16,029

 

Accounts receivable, less allowance of $202

 

2,702

 

 

2,702

 

Inventories, net

 

14,639

 

(14,639

)(b)

 

Note receivable - current portion

 

 

2,673

(a)

2,673

 

Deferred income taxes

 

39

 

 

39

 

Other current assets

 

4,184

 

(44

)(b)

4,140

 

Total current assets

 

36,749

 

(11,166

)

25,583

 

 

 

 

 

 

 

 

 

Real estate assets, net

 

130,721

 

1,716

(b)

132,437

 

Available-for-sale securities - Investment in Centaur Media plc

 

2,526

 

 

2,526

 

Deferred income taxes

 

2,345

 

3,937

(c)

6,282

 

Property and equipment, net

 

2,020

 

(1,819

)(b)

201

 

Real estate held for sale, net

 

1,632

 

 

1,632

 

Other assets

 

8,636

 

1,363

(a)

9,999

 

Total assets

 

$

184,629

 

$

(5,969

)

$

178,660

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

Current portion of long-term debt

 

$

2,104

 

$

 

$

2,104

 

Accounts payable and accrued liabilities

 

3,838

 

957

(b)

4,795

 

Deferred revenue

 

1,582

 

 

1,582

 

Total current liabilities

 

7,524

 

957

 

8,481

 

Long-term debt

 

65,203

 

 

65,203

 

Other noncurrent liabilities

 

6,753

 

 

6,753

 

Total liabilities

 

79,480

 

957

 

80,437

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ Equity:

 

 

 

 

 

 

 

Common stock, par value $0.01 per share, 10,000,000 shares authorized, 5,534,687 shares issued, 5,146,366 shares outstanding

 

55

 

 

55

 

Additional paid-in capital

 

107,494

 

 

107,494

 

Retained earnings

 

11,491

 

(6,926

)(d)

4,565

 

Accumulated other comprehesive loss, net of tax

 

(425

)

 

(425

)

Treasury stock, at cost, 388,321 shares

 

(13,466

)

 

(13,466

)

Total stockholders’ equity

 

105,149

 

(6,926

)

98,223

 

Total liabilities and stockholders’ equity

 

$

184,629

 

$

(5,969

)

$

178,660

            

 

See accompanying Notes to Pro Forma Consolidated Financial Statements.

 



 

GRIFFIN LAND & NURSERIES, INC.

Pro Forma Consolidated Statement of Operations

Thirty-nine Weeks Ended August 31, 2013

(dollars in thousands, except per share data)

(unaudited)

 

 

 

Historical

 

Adjustments

 

Pro Forma

 

 

 

 

 

 

 

 

 

Rental revenue and property sales

 

$

17,166

 

$

(17,166

)(e)

$

 

Landscape nursery net sales and other revenue

 

12,018

 

(12,018

)(f)

 

Rental revenue

 

 

15,362

(g)

15,362

 

Property sales

 

 

2,805

(h)

2,805

 

Total revenue

 

29,184

 

(11,017

)

18,167

 

 

 

 

 

 

 

 

 

Costs related to rental revenue and property sales

 

10,422

 

(10,422

)(i)

 

Costs of landscape nursery sales and other revenue

 

10,606

 

(10,606

)(j)

 

Operating expenses of rental properties

 

 

5,538

(k)

5,538

 

Costs related to property sales

 

 

493

(l)

493

 

Depreciation and amortization expense

 

 

4,984

(m)

4,984

 

Selling, general and administrative expenses

 

8,518

 

(8,518

)(n)

 

General and administrative expenses

 

 

6,031

(o)

6,031

 

Total costs and expenses

 

29,546

 

(12,500

)

17,046

 

 

 

 

 

 

 

 

 

Operating profit (loss)

 

(362

)

1,483

 

1,121

 

 

 

 

 

 

 

 

 

Gain on sale of investment in Shemin Nurseries Holding Corporation

 

3,397

 

 

3,397

 

Gain on sale of common stock in Centaur Media plc

 

504

 

 

504

 

Loss on debt extinguishment

 

(286

)

 

(286

)

Interest expense

 

(2,881

)

 

(2,881

)

Investment income

 

51

 

 

51

 

Income before income tax provision

 

423

 

1,483

 

1,906

 

Income tax provision

 

(154

)

(537

)(r)

(691

)

Income from continuing operations

 

$

269

 

$

946

 

$

1,215

 

 

 

 

 

 

 

 

 

Basic income from continuing operations per common share

 

$

0.05

 

 

 

$

0.24

 

 

 

 

 

 

 

 

 

Diluted income from continuing operations per common share

 

$

0.05

 

 

 

$

0.24

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

5,150,000

 

 

 

5,150,000

 

 

See accompanying Notes to Pro Forma Consolidated Financial Statements.

 



 

GRIFFIN LAND & NURSERIES, INC.

Pro Forma Consolidated Statement of Operations

Thirty-nine Weeks Ended September 1, 2012

(dollars in thousands, except per share data)

(unaudited)

 

 

 

Historical

 

Adjustments

 

Pro Forma

 

 

 

 

 

 

 

 

 

Rental revenue and property sales

 

$

18,755

 

$

(18,755

)(e)

$

 

Landscape nursery net sales and other revenue

 

11,139

 

(11,139

)(f)

 

Rental revenue

 

 

14,408

(g)

14,408

 

Property sales

 

 

5,360

(h)

5,360

 

Total revenue

 

29,894

 

(10,126

)

19,768

 

 

 

 

 

 

 

 

 

Costs related to rental revenue and property sales

 

9,669

 

(9,669

)(i)

 

Costs of landscape nursery sales and other revenue

 

9,769

 

(9,769

)(j)

 

Operating expenses of rental properties

 

 

5,014

(k)

5,014

 

Costs related to property sales

 

 

736

(l)

736

 

Depreciation and amortization expense

 

 

4,587

(m)

4,587

 

Selling, general and administrative expenses

 

7,774

 

(7,774

)(n)

 

General and administrative expenses

 

 

5,363

(o)

5,363

 

Total costs and expenses

 

27,212

 

(11,512

)

15,700

 

 

 

 

 

 

 

 

 

Operating profit

 

2,682

 

1,386

 

4,068

 

 

 

 

 

 

 

 

 

Interest expense

 

(2,522

)

 

(2,522

)

Investment income

 

479

 

 

479

 

Income before income tax provision

 

639

 

1,386

 

2,025

 

Income tax provision

 

(294

)

(520

)(r)

(814

)

Income from continuing operations

 

$

345

 

$

866

 

$

1,211

 

 

 

 

 

 

 

 

 

Basic income from continuing operations per common share

 

$

0.07

 

 

 

$

0.24

 

 

 

 

 

 

 

 

 

Diluted income from continuing operations per common share

 

$

0.07

 

 

 

$

0.24

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

5,141,000

 

 

 

5,141,000

 

 

See accompanying Notes to Pro Forma Consolidated Financial Statements.

 



 

GRIFFIN LAND & NURSERIES, INC.

Pro Forma Consolidated Statement of Operations

Fiscal Year Ended December 1, 2012

(dollars in thousands, except per share data)

(unaudited)

 

 

 

Historical

 

Adjustments

 

Pro Forma

 

 

 

 

 

 

 

 

 

Rental revenue and property sales

 

$

23,748

 

$

(23,748

)(e)

$

 

Landscape nursery net sales and other revenue

 

12,843

 

(12,843

)(f)

 

Rental revenue

 

 

19,334

(g)

19,334

 

Property sales

 

 

5,759

(h)

5,759

 

Total revenue

 

36,591

 

(11,498

)

25,093

 

 

 

 

 

 

 

 

 

Costs related to rental revenue and property sales

 

13,111

 

(13,111

)(i)

 

Costs of landscape nursery sales and other revenue

 

11,416

 

(11,416

)(j)

 

Operating expenses of rental properties

 

 

6,693

(k)

6,693

 

Costs related to property sales

 

 

989

(l)

989

 

Depreciation and amortization expense

 

 

6,304

(m)

6,304

 

Selling, general and administrative expenses

 

9,938

 

(9,938

)(n)

 

General and administrative expenses

 

 

6,842

(o)

6,842

 

Total costs and expenses

 

34,465

 

(13,637

)

20,828

 

 

 

 

 

 

 

 

 

Operating profit

 

2,126

 

2,139

 

4,265

 

 

 

 

 

 

 

 

 

Interest expense

 

(3,533

)

 

(3,533

)

Investment income

 

613

 

 

613

 

Income (loss) before income tax benefit

 

(794

)

2,139

 

1,345

 

Income tax benefit (provision)

 

113

 

(892

)(r)

(779

)

Income (loss) from continuing operations

 

$

(681

)

$

1,247

 

$

566

 

 

 

 

 

 

 

 

 

Basic (loss) income from continuing operations per common share

 

$

(0.13

)

 

 

$

0.11

 

 

 

 

 

 

 

 

 

Diluted (loss) income from continuing operations per common share

 

$

(0.13

)

 

 

$

0.11

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

5,138,000

 

 

 

5,138,000

 

 

See accompanying Notes to Pro Forma Consolidated Financial Statements.

 



 

GRIFFIN LAND & NURSERIES, INC.

Pro Forma Consolidated Statement of Operations

Fiscal Year Ended December 3, 2011

(dollars in thousands, except per share data)

(unaudited)

 

 

 

Historical

 

Adjustments

 

Pro
Forma

 

 

 

 

 

 

 

 

 

Rental revenue and property sales

 

$

22,183

 

$

(22,183

)(e)

$

 

Landscape nursery net sales and other revenue

 

15,010

 

(15,010

)(f)

 

Rental revenue

 

 

19,509

(g)

19,509

 

Property sales

 

 

4,000

(h)

4,000

 

Total revenue

 

37,193

 

(13,684

)

23,509

 

 

 

 

 

 

 

 

 

Costs related to rental revenue and property sales

 

13,021

 

(13,021

)(i)

 

Costs of landscape nursery sales and other revenue

 

14,685

 

(14,685

)(j)

 

Operating expenses of rental properties

 

 

7,199

(k)

7,199

 

Costs related to property sales

 

 

458

(l)

458

 

Depreciation and amortization expense

 

 

6,341

(m)

6,341

 

Selling, general and administrative expenses

 

10,283

 

(10,283

)(n)

 

General and administrative expenses

 

 

6,772

(o)

6,772

 

 

 

 

 

 

 

 

 

Total costs and expenses

 

37,989

 

(17,219

)

20,770

 

 

 

 

 

 

 

 

Gain on insurance recoveries

 

571

 

(92

)(p)

479

 

 

 

 

 

 

 

 

 

Operating (loss) profit

 

(225

)

3,443

 

3,218

 

 

 

 

 

 

 

 

 

Interest expense

 

(4,167

)

 

(4,167

)

Investment income

 

210

 

41

(q)

251

 

Loss before income tax benefit

 

(4,182

)

3,484

 

(698

)

Income tax benefit

 

1,185

 

(1,061

)(r)

124

 

Loss from continuing operations

 

$

(2,997

)

$

2,423

 

$

(574

)

 

 

 

 

 

 

 

 

Basic loss from continuing operations per common share

 

$

(0.58

)

 

 

$

(0.11

)

Diluted loss from continuing operations per common share

 

$

(0.58

)

 

 

$

(0.11

)

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

5,130,000

 

 

 

5,130,000

 

 

See accompanying Notes to Pro Forma Consolidated Financial Statements.

 



 

GRIFFIN LAND & NURSERIES, INC.

Pro Forma Consolidated Statement of Operations

Fiscal Year Ended November 27, 2010

(dollars in thousands, except per share data)

(unaudited)

 

 

 

Historical

 

Adjustments

 

Pro Forma

 

 

 

 

 

 

 

 

 

Rental revenue and property sales

 

$

17,904

 

$

(17,904

)(e)

$

 

Landscape nursery net sales and other revenue

 

16,083

 

(16,083

)(f)

 

Rental revenue

 

 

18,764

(g)

18,764

 

Property sales

 

 

466

(h)

466

 

Total revenue

 

33,987

 

(14,757

)

19,230

 

 

 

 

 

 

 

 

 

Costs related to rental revenue and property sales

 

12,313

 

(12,313

)(i)

 

Costs of landscape nursery sales and other revenue

 

15,430

 

(15,430

)(j)

 

Operating costs of rental properties

 

 

6,590

(k)

6,590

 

Costs related to property sales

 

 

209

(l)

209

 

Depreciation and amortization expense

 

 

6,620

(m)

6,620

 

Selling, general and administrative expenses

 

10,263

 

(10,263

)(n)

 

General and administrative expenses

 

 

6,917

(o)

6,917

 

 

 

 

 

 

 

 

 

Total costs and expenses

 

38,006

 

(17,670

)

20,336

 

 

 

 

 

 

 

 

 

Operating (loss)

 

(4,019

)

2,913

 

(1,106

)

 

 

 

 

 

 

 

 

Interest expense

 

(4,456

)

 

(4,456

)

Investment income

 

302

 

173

(q)

475

 

Loss before income tax benefit

 

(8,173

)

3,086

 

(5,087

)

Income tax benefit

 

3,158

 

(1,180

)(r)

1,978

 

Loss from continuing operations

 

$

(5,015

)

$

1,906

 

$

(3,109

)

 

 

 

 

 

 

 

 

Basic loss from continuing operations per common share

 

$

(0.98

)

 

 

$

(0.61

)

 

 

 

 

 

 

 

 

Diluted loss from continuing operations per common share

 

$

(0.98

)

 

 

$

(0.61

)

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

5,105,000

 

 

 

5,105,000

 

 

See accompanying Notes to Pro Forma Consolidated Financial Statements.

 



 

Griffin Land & Nurseries, Inc.

Notes to Pro Forma Consolidated Financial Statements

(amounts in thousands)

(unaudited)

 

Note 1:  Presentation

 

On January 8, 2014, Griffin Land & Nurseries, Inc. (“Griffin” or the “Registrant”) closed on the lease of its Connecticut production nursery, formerly operated by Imperial Nurseries, Inc. (“Imperial”) and the sale of Imperial’s inventory and certain other assets used in its growing operation (the “Imperial Transaction”), to Monrovia Connecticut LLC (“Monrovia”), a subsidiary of Monrovia Nursery Company, a private company grower of landscape nursery products. The agreements with Monrovia provide for a ten-year lease of the Connecticut facility and grant Monrovia an option to purchase the land, land improvements and other operating assets that were used by Imperial in its Connecticut growing operations at any time during the lease period at an agreed upon price.

 

The accompanying Pro Forma Consolidated Balance Sheet as of August 31, 2013 presents Griffin’s historical amounts, adjusted for the effects of the Imperial Transaction, as if such transaction had occurred on August 31, 2013.

 

The accompanying Pro Forma Consolidated Balance Sheet is unaudited and is not necessarily indicative of what Griffin’s financial position would have been had the Imperial Transaction actually occurred on August 31, 2013, nor does it purport to represent Griffin’s future financial position.

 

The accompanying Pro Forma Consolidated Statements of Operations for the thirty-nine weeks ended August 31, 2013 and September 1, 2012, and the fiscal years ended December 1, 2012, December 3, 2011 and November 27, 2010 present Griffin’s historical amounts adjusted for the effects of the Imperial Transaction, as if it had occurred at the beginning of Griffin’s fiscal year ended November 27, 2010. The Pro Forma Consolidated Statements of Operations for the thirty-nine weeks ended August 31, 2013 and September 1, 2012, and the fiscal years ended December 1, 2012, December 3, 2011 and November 27, 2010 are included herein because the Imperial Transaction has not yet been reflected in Griffin’s historical financial statements.

 

The accompanying Pro Forma Consolidated Statements of Operations for the thirty-nine weeks ended August 31, 2013 and September 1, 2012, and the fiscal years ended December 1, 2012, December 3, 2011 and November 27, 2010 are unaudited and are not necessarily indicative of what Griffin’s results of operations would have been had the Imperial Transaction actually occurred at the beginning of Griffin’s 2010 fiscal year.

 

The pro forma adjustments to the Consolidated Statements of Operations for the thirty-nine weeks ended August 31, 2013 and September 1, 2012 and the fiscal years ended December 1, 2012, December 3, 2011 and November 27, 2010 presented herein include certain reclassifications to present Griffin’s results of operations reflecting only Griffin’s real estate business as compared to the historical presentation of Griffin’s results of operations that reflected both Griffin’s real estate and landscape nursery businesses.

 



 

Note 2:  Pro Forma Consolidated Balance Sheet Notes

 

(a)         Represents the consideration received from Monrovia at closing, consisting of $844 of cash and a non-interest bearing note receivable of $4,250 (discounted to $4,036).

 

(b)         Represents de-recognition of the carrying amounts of the inventory of $14,639, certain other current assets of $44 and certain property and equipment, net of $103 sold to Monrovia as per the Imperial Transaction. Also reflects the reclassification of $1,716 of assets from property and equipment, net to real estate assets, net as these assets that were used by Imperial in its nursery operations will be leased to Monrovia as per the Imperial Transaction. In addition, reflects the accrual of severance and transaction costs of $957 in connection with the Imperial Transaction.

 

(c)          Represents the effect of income taxes on the pro forma pretax loss of $10,863 from the sale of inventory and certain other assets as a result of the Imperial Transaction; costs related to the Imperial Transaction and the write-off of inventory not included in the Imperial Transaction. Income taxes reflect the statutory federal tax rate of 35% adjusted for state and local taxes.

 

(d)         Represents the decrease in retained earnings, based on the pro forma pretax loss less the related pro forma income tax benefit as a result of the Imperial Transaction.

 

The above adjustments are reflected only in the Pro Forma Consolidated Balance Sheet.

 

Note 3:  Pro Forma Consolidated Statements of Operations Notes

 

(e)           For the thirty-nine weeks ended August 31, 2013, reflects: (1) the reclassification of $14,361 from rental revenue and property sales to rental revenue; and (2) the reclassification of $2,805 from rental revenue and property sales to property sales revenue.

 

For the thirty-nine weeks ended September 1, 2012, reflects: (1) the reclassification of $13,395 from rental revenue and property sales to rental revenue; and (2) the reclassification of $5,360 from rental revenue and property sales to property sales revenue.

 

For the fiscal year ended December 1, 2012, reflects: (1) the reclassification of $17,989 from rental revenue and property sales to rental revenue; and (2) the reclassification of $5,759 from rental revenue and property sales to property sales revenue.

 

For the fiscal year ended December 3, 2011, reflects: (1) the reclassification of $18,183 from rental revenue and property sales to rental revenue; and (2) the reclassification of $4,000 from rental revenue and property sales to property sales revenue.

 

For the fiscal year ended November 27, 2010, reflects: (1) the reclassification of $17,438 from rental revenue and property sales to rental revenue; and (2) the reclassification of $466 from rental revenue and property sales to property sales revenue.

 

(f)            For the thirty-nine weeks ended August 31, 2013, reflects: (1) the elimination of Imperial’s landscape nursery net sales of $11,667 as a result of the Imperial Transaction; and (2) the reclassification of $351from landscape nursery net sales and other revenue to rental revenue for the rental revenue received from the existing lease of Imperial’s Florida farm to another nursery grower.

 



 

For the thirty-nine weeks ended September 1, 2012, reflects: (1) the elimination of Imperial’s landscape nursery net sales of $10,787 as a result of the Imperial Transaction; and (2) the reclassification of $352 from landscape nursery net sales and other revenue to rental revenue for the rental revenue received from the existing lease of Imperial’s Florida farm to another nursery grower.

 

For the fiscal year ended December 1, 2012, reflects: (1) the elimination of Imperial’s landscape nursery net sales of $12,376 as a result of the Imperial Transaction; and (2) the reclassification of $467 from landscape nursery net sales and other revenue to rental revenue for the rental revenue received from the existing lease of Imperial’s Florida farm to another nursery grower.

 

For the fiscal year ended December 3, 2011, reflects: (1) the elimination of Imperial’s landscape nursery net sales of $14,536 as a result of the Imperial Transaction; and (2) the reclassification of $474 from landscape nursery net sales and other revenue to rental revenue for the rental revenue received from the existing lease of Imperial’s Florida farm to another nursery grower.

 

For the fiscal year ended November 27, 2010, reflects: (1) the elimination of Imperial’s landscape nursery net sales of $15,601 as a result of the Imperial Transaction; and (2) the reclassification of $482 from landscape nursery net sales and other revenue to rental revenue for the rental revenue received from the existing lease of Imperial’s Florida farm to another nursery grower.

 

(g)           For the thirty-nine weeks ended August 31, 2013, reflects: (1) the reclassification of $14,361 to rental revenue from rental revenue and property sales; (2) the reclassification of $351 to rental revenue from landscape nursery net sales and other revenue for the rental revenue received from the existing lease of Imperial’s Florida farm to another nursery grower; and (3) the addition of $650 of rental revenue for rental revenue of Imperial’s Connecticut farm to Monrovia as per the Imperial Transaction.

 

For the thirty-nine weeks ended September 1, 2012, reflects: (1) the reclassification of $13,395 to rental revenue from rental revenue and property sales; (2) the reclassification of $352 to rental revenue from landscape nursery net sales and other revenue for the rental revenue received from the existing lease of Imperial’s Florida farm to another nursery grower; and (3) the addition of $661 of rental revenue for rental revenue of Imperial’s Connecticut farm to Monrovia as per the Imperial Transaction.

 

For the fiscal year ended December 1, 2012, reflects: (1) the reclassification of $17,989 to rental revenue from rental revenue and property sales; (2) the reclassification of $467 to rental revenue from landscape nursery net sales and other revenue for the rental revenue received from the existing lease of Imperial’s Florida farm to another nursery grower; and (3) the addition of $878 of rental revenue for rental revenue of Imperial’s Connecticut farm to Monrovia as per the Imperial Transaction.

 

For the fiscal year ended December 3, 2011, reflects: (1) the reclassification of $18,183 to rental revenue from rental revenue and property sales; (2) the reclassification of $474 to rental revenue from landscape nursery net sales and other revenue for the rental revenue received from the existing lease of Imperial’s Florida farm to another nursery grower; and (3) the addition of $852 of rental

 



 

revenue for rental revenue of Imperial’s Connecticut farm to Monrovia as per the Imperial Transaction.

 

For the fiscal year ended November 27, 2010, reflects: (1) the reclassification of $17,438 to rental revenue from rental revenue and property sales; (2) the reclassification of $482 to rental revenue from landscape nursery net sales and other revenue for the rental revenue received from the existing lease of Imperial’s Florida farm to another nursery grower; and (3) the addition of $844 of rental revenue for rental revenue of Imperial’s Connecticut farm to Monrovia as per the Imperial Transaction.

 

(h)          For the thirty-nine weeks ended August 31, 2013, reflects the reclassification of $2,805 to property sales revenue from rental revenue and property sales.

 

For the thirty-nine weeks ended September 1, 2012, reflects the reclassification of $5,360 to property sales revenue from rental revenue and property sales.

 

For the fiscal year ended December 1, 2012, reflects the reclassification of $5,759 to property sales revenue from rental revenue and property sales.

 

For the fiscal year ended December 3, 2011, reflects the reclassification of $4,000 to property sales revenue from rental revenue and property sales.

 

For the fiscal year ended November 27, 2010, reflects the reclassification of $466 to property sales revenue from rental revenue and property sales.

 

(i)              For the thirty-nine weeks ended August 31, 2013, reflects: (1) the reclassification of $5,312 from costs related to rental revenue and property sales to operating expenses of rental properties; (2) the reclassification of $493 from costs related to rental revenue and property sales to costs related to property sales; and (3) the reclassification of $4,617 from costs related to rental revenue and property sales to depreciation and amortization expense.

 

For the thirty-nine weeks ended September 1, 2012, reflects: (1) the reclassification of $4,778 from costs related to rental revenue and property sales to operating expenses of rental properties; (2) the reclassification of $736 from costs related to rental revenue and property sales to costs related to property sales; and (3) the reclassification of $4,155 from costs related to rental revenue and property sales to depreciation and amortization expense.

 

For the fiscal year ended December 1, 2012, reflects: (1) the reclassification of $6,385 from costs related to rental revenue and property sales to operating expenses of rental properties; (2) the reclassification of $989 from costs related to rental revenue and property sales to costs related to property sales; and (3) the reclassification of $5,737 from costs related to rental revenue and property sales to depreciation and amortization expense.

 

For the fiscal year ended December 3, 2011, reflects: (1) the reclassification of $6,911 from costs related to rental revenue and property sales to operating expenses of rental properties; (2) the reclassification of $458 from costs related to rental revenue and property sales to costs related to

 



 

property sales; and (3) the reclassification of $5,652 from costs related to rental revenue and property sales to depreciation and amortization expense.

 

For the fiscal year ended November 27, 2010, reflects: (1) the reclassification of $6,296 from costs related to rental revenue and property sales to operating expenses of rental properties; (2) the reclassification of $209 from costs related to rental revenue and property sales to costs related to property sales; and (3) the reclassification of $5,808 from costs related to rental revenue and property sales to depreciation and amortization expense.

 

(j)             For the thirty-nine weeks ended August 31, 2013, reflects: the elimination of $10,043 of costs of landscape nursery sales as a result of the Imperial Transaction; (2) the reclassification of $226 from costs of landscape nursery sales to operating expenses of rental properties; and (3) the reclassification of $337 from costs of landscape nursery net sales to depreciation and amortization expense.

 

For the thirty-nine weeks ended September 1, 2012, reflects: the elimination of $9,141 of costs of landscape nursery sales as a result of the Imperial Transaction; (2) the reclassification of $236 from costs of landscape nursery sales to operating expenses of rental properties; and (3) the reclassification of $392 from costs of landscape nursery net sales to depreciation and amortization expense.

 

For the fiscal year ended December 1, 2012, reflects: the elimination of $10,596 of costs of landscape nursery sales as a result of the Imperial Transaction; (2) the reclassification of $308 from costs of landscape nursery sales to operating expenses of rental properties; and (3) the reclassification of $512 from costs of landscape nursery net sales to depreciation and amortization expense.

 

For the fiscal year ended December 3, 2011, reflects: the elimination of $13,781 of costs of landscape nursery sales as a result of the Imperial Transaction; (2) the reclassification of $288 from costs of landscape nursery sales to operating expenses of rental properties; and (3) the reclassification of $616 from costs of landscape nursery net sales to depreciation and amortization expense.

 

For the fiscal year ended November 27, 2010, reflects: the elimination of $14,420 of costs of landscape nursery sales as a result of the Imperial Transaction; (2) the reclassification of $294 from costs of landscape nursery sales to operating expenses of rental properties; and (3) the reclassification of $716 from costs of landscape nursery net sales to depreciation and amortization expense.

 

(k)          For the thirty-nine weeks ended August 31, 2013, reflects; (1) the reclassification of $5,312 to operating expenses of rental properties from costs related to rental revenue and property sales; and (2) the reclassification of $226 to operating expenses of rental properties from costs of landscape nursery sales and other revenue.

 

For the thirty-nine weeks ended September 1, 2012, reflects; (1) the reclassification of $4,778 to operating expenses of rental properties from costs related to rental revenue and property sales; and

 



 

(2) the reclassification of $236 to operating expenses of rental properties from costs of landscape nursery sales and other revenue.

 

For the fiscal year ended December 1, 2012, reflects; (1) the reclassification of $6,385 to operating expenses of rental properties from costs related to rental revenue and property sales; and (2) the reclassification of $308 to operating expenses of rental properties from costs of landscape nursery sales and other revenue.

 

For the fiscal year ended December 3, 2011, reflects; (1) the reclassification of $6,911 to operating expenses of rental properties from costs related to rental revenue and property sales; and (2) the reclassification of $288 to operating expenses of rental properties from costs of landscape nursery sales and other revenue.

 

For the fiscal year ended November 27, 2010, reflects; (1) the reclassification of $6,296 to operating expenses of rental properties from costs related to rental revenue and property sales; and (2) the reclassification of $294 to operating expenses of rental properties from costs of landscape nursery sales and other revenue.

 

(l)              For the thirty-nine weeks ended August 31, 2013, reflects the reclassification of $493 to costs related to property sales from costs related to rental revenue and property sales.

 

For the thirty-nine weeks ended September 1, 2012, reflects the reclassification of $736 to costs related to property sales from costs related to rental revenue and property sales.

 

For the fiscal year ended December 1, 2012, reflects the reclassification of $989 to costs related to property sales from costs related to rental revenue and property sales.

 

For the fiscal year ended December 3, 2011, reflects the reclassification of $458 to costs related to property sales from costs related to rental revenue and property sales.

 

For the fiscal year ended November 27, 2010, reflects the reclassification of $209 to costs related to property sales from costs related to rental revenue and property sales.

 

(m)      For the thirty-nine weeks ended August 31, 2013, reflects:  (1) the reclassification of $4,617 to depreciation and amortization expense from costs related to rental revenue and property sales; (2) the reclassification of $337 to depreciation and amortization expense from costs of landscape nursery sales and other revenue; and (3) the reclassification of $30 to depreciation and amortization expense from selling, general and administrative expenses.

 

For the thirty-nine weeks ended September 1, 2012, reflects:  (1) the reclassification of $4,155 to depreciation and amortization expense from costs related to rental revenue and property sales; (2) the reclassification of $392 to depreciation and amortization expense from costs of landscape nursery sales and other revenue; and (3) the reclassification of $40 to depreciation and amortization expense from selling, general and administrative expenses.

 



 

For the fiscal year ended December 1, 2012, reflects:  (1) the reclassification of $5,737 to depreciation and amortization expense from costs related to rental revenue and property sales; (2) the reclassification of $512 to depreciation and amortization expense from costs of landscape nursery sales and other revenue; and (3) the reclassification of $55 to depreciation and amortization expense from selling, general and administrative expenses.

 

For the fiscal year ended December 3, 2011, reflects:  (1) the reclassification of $5,652 to depreciation and amortization expense from costs related to rental revenue and property sales; (2) the reclassification of $616 to depreciation and amortization expense from costs of landscape nursery sales and other revenue; and (3) the reclassification of $73 to depreciation and amortization expense from selling, general and administrative expenses.

 

For the fiscal year ended November 27, 2010, reflects:  (1) the reclassification of $5,808 to depreciation and amortization expense from costs related to rental revenue and property sales; (2) the reclassification of $716 to depreciation and amortization expense from costs of landscape nursery sales and other revenue; and (3) the reclassification of $96 to depreciation and amortization expense from selling, general and administrative expenses.

 

(n)          For the thirty-nine weeks ended August 31, 2013, reflects: (1) the elimination of selling, general and administrative expenses at Imperial of $2,457 as a result of the Imperial Transaction; (2) the reclassification of $6,031 from selling, general and administrative expenses to general and administrative expenses; and (3) the reclassification of $30 from selling, general and administrative expenses to depreciation and amortization expense.

 

For the thirty-nine weeks ended September 1, 2012, reflects: (1) the elimination of selling, general and administrative expenses at Imperial of $2,371 as a result of the Imperial Transaction; (2) the reclassification of $5,363 from selling, general and administrative expenses to general and administrative expenses; and (3) the reclassification of $40 from selling, general and administrative expenses to depreciation and amortization expense.

 

For the fiscal year ended December 1, 2012, reflects: (1) the elimination of selling, general and administrative expenses at Imperial of $3,041 as a result of the Imperial Transaction; (2) the reclassification of $6,842 from selling, general and administrative expenses to general and administrative expenses; and (3) the reclassification of $55 from selling, general and administrative expenses to depreciation and amortization expense.

 

For the fiscal year ended December 3, 2011, reflects: (1) the elimination of selling, general and administrative expenses at Imperial of $3,438 as a result of the Imperial Transaction; (2) the reclassification of $6,772 from selling, general and administrative expenses to general and administrative expenses; and (3) the reclassification of $73 from selling, general and administrative expenses to depreciation and amortization expense.

 

For the fiscal year ended November 27, 2010, reflects: (1) the elimination of selling, general and administrative expenses at Imperial of $3,250 as a result of the Imperial Transaction; (2) the reclassification of $6,917 from selling, general and administrative expenses to general and

 



 

administrative expenses; and (3) the reclassification of $96 from selling, general and administrative expenses to depreciation and amortization expense.

 

(o)         For the thirty-nine weeks ended August 31, 2013, reflects the reclassification of $6,031 to general and administrative expenses from selling, general and administrative expenses.

 

For the thirty-nine weeks ended September 1, 2012, reflects the reclassification of $5,363 to general and administrative expenses from selling, general and administrative expenses.

 

For the fiscal year ended December 1, 2012, reflects the reclassification of $6,842 to general and administrative expenses from selling, general and administrative expenses.

 

For the fiscal year ended December 3, 2011, reflects the reclassification of $6,772 to general and administrative expenses from selling, general and administrative expenses.

 

For the fiscal year ended November 27, 2010, reflects the reclassification of $6,917 to general and administrative expenses from selling, general and administrative expenses.

 

(p)         For the fiscal year ended December 3, 2011, reflects the elimination of gain on insurance recovery at Imperial. The gain resulted from an insurance recovery as the result of an unusually early season snowstorm that damaged inventory rendering the plants either unsaleable or saleable only as seconds quality plants.

 

(q)   For the fiscal year ended December 3, 2011, reflects interest income of $41 on the note receivable due from Monrovia.

 

For the fiscal year ended November 27, 2010, reflects interest income of $173 on the note receivable due from Monrovia.

 

(r)            For the thirty-nine weeks ended August 31, 2013 reflects the pro forma adjustment to income taxes as a result of eliminating Imperial’s landscape nursery net sales, cost of landscape net sales and selling, general and administrative expense as a result of the Imperial Transaction. The pro forma adjustment to income taxes reflects the federal statutory rate of 35% adjusted for state income taxes.

 

For the thirty-nine weeks ended September 1, 2012 reflects the pro forma adjustment to income taxes as a result of eliminating Imperial’s landscape nursery net sales, cost of landscape net sales and selling, general and administrative expense as a result of the Imperial Transaction. The pro forma adjustment to income taxes reflects the federal statutory rate of 35% adjusted for state income taxes.

 

For the fiscal year ended December 1, 2012 reflects the pro forma adjustment to income taxes as a result of eliminating Imperial’s landscape nursery net sales, cost of landscape net sales and selling, general and administrative expense as a result of the Imperial Transaction. The pro forma adjustment to income taxes reflects the federal statutory rate of 35% adjusted for state income taxes.

 

For the fiscal year ended December 3, 2011 reflects the pro forma adjustment to income taxes as a result of eliminating Imperial’s landscape nursery net sales, cost of landscape net sales, selling, general and administrative expense and gain on insurance recovery as a result of the Imperial Transaction. The pro forma adjustment to income taxes reflects the federal statutory rate of 35% adjusted for state income taxes.

 

For the fiscal year ended November 27, 2010 reflects the pro forma adjustment to income taxes as a result of eliminating Imperial’s landscape nursery net sales, cost of landscape net sales and selling, general and administrative expense as a result of the Imperial Transaction. The pro forma adjustment to income taxes reflects the federal statutory rate of 35% adjusted for state income taxes.