GRIFFIN LAND & NURSERIES INC (Form: 10-Q, Received: 07/11/2013 11:26:18)

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED June 1, 2013

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

Commission File No. 1-12879

GRIFFIN LAND & NURSERIES, INC.

(Exact name of registrant as specified in its charter)

Delaware		06-0868496
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)

One Rockefeller Plaza, New York, New York		10020
(Address of principal executive offices)		(Zip Code)

Registrant’s Telephone Number including Area Code (212) 218-7910

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨		Accelerated filer x

Non-accelerated filer ¨		Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Number of shares of Common Stock outstanding at July 5, 2013: 5,146,366

Table of Contents

GRIFFIN LAND & NURSERIES, INC.

FORM 10-Q

Index

PART I —		FINANCIAL INFORMATION

	ITEM 1	Financial Statements

		Consolidated Balance Sheets (unaudited) June 1, 2013 and December 1, 2012	3

		Consolidated Statements of Operations (unaudited) 13 and 26 Weeks Ended June 1, 2013 and June 2, 2012	4

		Consolidated Statements of Comprehensive Income (Loss) (unaudited) 13 and 26 Weeks Ended June 1, 2013 and June 2, 2012	5

		Consolidated Statements of Changes in Stockholders’ Equity (unaudited) 26 Weeks Ended June 1, 2013 and June 2, 2012	6

		Consolidated Statements of Cash Flows (unaudited) 26 Weeks Ended June 1, 2013 and June 2, 2012	7

		Notes to Consolidated Financial Statements (unaudited)	8-24

	ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25-38

	ITEM 3	Quantitative and Qualitative Disclosures About Market Risk	38

	ITEM 4	Controls and Procedures	39

PART II —		OTHER INFORMATION

	ITEM 1	Not Applicable

	ITEM 1A	Risk Factors	40

	ITEMS 2-5	Not Applicable

	ITEM 6	Exhibits	40-43

		SIGNATURES	44

Table of Contents

PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GRIFFIN LAND & NURSERIES, INC.

Consolidated Balance Sheets

(dollars in thousands, except per share data)

(unaudited)

	June 1, 2013			December 1, 2012
ASSETS
Current Assets:
Cash and cash equivalents	$	5,184		$	10,181
Accounts receivable, less allowance of $202 and $128	6,749			1,846
Inventories, net	14,396			14,206
Deferred income taxes	542			525
Other current assets	2,338			3,564
Total current assets	29,209			30,322
Real estate assets, net	130,976			123,927
Property and equipment, net	2,060			2,125
Available for sale securities - Investment in Centaur Media plc	2,027			4,226
Deferred income taxes	1,930			2,222
Real estate held for sale, net	1,214			1,186
Proceeds held in escrow	—			6,934
Other assets	8,960			9,172
Total assets	$	176,376		$	180,114

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Current portion of long-term debt	$	1,949		$	1,869
Accounts payable and accrued liabilities	4,661			4,904
Deferred revenue	608			3,742
Total current liabilities	7,218			10,515
Long-term debt	56,735			57,692
Other noncurrent liabilities	7,239			7,761
Total liabilities	71,192			75,968

Commitments and contingencies (Note 12)

Stockholders’ Equity:
Common stock, par value $0.01 per share, 10,000,000 shares authorized, 5,534,687 and 5,527,911 shares issued, respectively, and 5,146,366 and 5,139,590 shares outstanding, respectively	55			55
Additional paid-in capital	107,403			107,056
Retained earnings	12,420			11,222
Accumulated other comprehensive loss, net of tax	(1,228		)	(721		)
Treasury stock, at cost, 388,321 shares	(13,466		)	(13,466		)
Total stockholders’ equity	105,184			104,146
Total liabilities and stockholders’ equity	$	176,376		$	180,114

See Notes to Consolidated Financial Statements.

Table of Contents

GRIFFIN LAND & NURSERIES, INC.

Consolidated Statements of Operations

(dollars in thousands, except per share data)

(unaudited)

	For the 13 Weeks Ended,						For the 26 Weeks Ended,
	June 1, 2013			June 2, 2012			June 1, 2013			June 2, 2012
Rental revenue and property sales	$	6,271		$	4,476		$	11,779		$	8,889
Landscape nursery net sales and other revenue	8,972			8,258			9,174			8,458
Total revenue	15,243			12,734			20,953			17,347

Costs related to rental revenue and property sales	3,397			2,929			7,058			5,922
Costs of landscape nursery sales and other revenue	7,652			7,162			7,805			7,335
Total costs of goods sold and costs related to rental revenue and property sales	11,049			10,091			14,863			13,257

Gross profit	4,194			2,643			6,090			4,090

Selling, general and administrative expenses	3,229			2,698			6,094			5,420
Operating profit (loss)	965			(55		)	(4		)	(1,330		)
Gain on sale of investment in Shemin Nurseries Holding Corporation	—			—			3,397			—
Gain on sale of common stock in Centaur Media plc	—			—			504			—
Interest expense	(965		)	(830		)	(1,943		)	(1,705		)
Loss on debt extinguishment	(286		)	—			(286		)	—
Investment income	51			82			51			469
Income (loss) before income tax (provision) benefit	(235		)	(803		)	1,719			(2,566		)
Income tax (provision) benefit	123			391			(521		)	1,029
Income (loss) from continuing operations	(112		)	(412		)	1,198			(1,537		)
Discontinued operation, net of tax:
Income from operations, net of tax	—			—			—			117
Gain on sale of warehouse, net of tax	—			—			—			1,530
Total discontinued operation, net of tax	—			—			—			1,647

Net income (loss)	$	(112	)	$	(412	)	$	1,198		$	110

Basic net income (loss) per common share:
Income (loss) from continuing operations	$	(0.02	)	$	(0.08	)	$	0.23		$	(0.30	)
Income from discontinued operation	—			—			—			0.32
Basic net income (loss) per common share	$	(0.02	)	$	(0.08	)	$	0.23		$	0.02

Diluted net income (loss) per common share:
Income (loss) from continuing operations	$	(0.02	)	$	(0.08	)	$	0.23		$	(0.30	)
Income from discontinued operation	—			—			—			0.32
Diluted net income (loss) per common share	$	(0.02	)	$	(0.08	)	$	0.23		$	0.02

See Notes to Consolidated Financial Statements .

Table of Contents

GRIFFIN LAND & NURSERIES, INC.

Consolidated Statements of Comprehensive Income (Loss)

(dollars in thousands)

(unaudited)

	For the 13 Weeks Ended,						For the 26 Weeks Ended,
	June 1, 2013			June 2, 2012			June 1, 2013			June 2, 2012

Net income (loss)	$	(112	)	$	(412	)	$	1,198		$	110

Other comprehensive (loss) income, net of tax:

Reclassifications included in net income (loss)	120			102			(102		)	207

Decrease in fair value of Centaur Media plc	(633		)	(530		)	(672		)	(196		)

Unrealized gain (loss) on cash flow hedges	184			(299		)	267			(555		)

Total other comprehensive loss, net of tax	(329		)	(727		)	(507		)	(544		)

Total comprehensive income (loss)	$	(441	)	$	(1,139	)	$	691		$	(434	)

See Notes to Consolidated Financial Statements.

Table of Contents

GRIFFIN LAND & NURSERIES, INC.

Consolidated Statements of Changes in Stockholders’ Equity

For the Twenty-Six Weeks Ended June 1, 2013 and June 2, 2012

(dollars in thousands)

(unaudited)

	Shares of Common Stock Issued	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss			Treasury Stock			Total
Balance at December 3, 2011	5,521,170	$	55	$	106,370	$	11,284	$	(978	)	$	(13,426	)	$	103,305

Stock-based compensation expense	—	—		304		—		—			—			304

Exercise of stock options	5,322	—		80		—		—			—			80

Net income	—	—		—		110		—			—			110

Total reclassifications included in net income	—	—		—		—		207			—			207

Other comprehensive loss from cash flow hedging transactions, net of tax	—	—		—		—		(555		)	—			(555		)

Other comprehensive loss from Centaur Media plc, net of tax	—	—		—		—		(196		)	—			(196		)

Balance at June 2, 2012	5,526,492	$	55	$	106,754	$	11,394	$	(1,522	)	$	(13,426	)	$	103,255

Balance at December 1, 2012	5,527,911	$	55	$	107,056	$	11,222	$	(721	)	$	(13,466	)	$	104,146

Stock-based compensation expense	—	—		267		—		—			—			267

Exercise of stock options	6,776	—		80		—		—			—			80

Net income	—	—		—		1,198		—			—			1,198

Total reclassifications included in net income	—	—		—		—		(102		)	—			(102		)

Other comprehensive income from cash flow hedging transactions, net of tax	—	—		—		—		267			—			267

Other comprehensive loss from Centaur Media plc, net of tax	—	—		—		—		(672		)	—			(672		)

Balance at June 1, 2013	5,534,687	$	55	$	107,403	$	12,420	$	(1,228	)	$	(13,466	)	$	105,184

See Notes to Consolidated Financial Statements.

Table of Contents

GRIFFIN LAND & NURSERIES, INC.

Consolidated Statements of Cash Flows

(dollars in thousands)

(unaudited)

	For the 26 Weeks Ended,
	June 1, 2013			June 2, 2012
Operating activities:
Net income	$	1,198		$	110
Adjustments to reconcile net income to net cash used in operating activities:
Gain on sale of investment in Shemin Nurseries Holding Corporation	(3,397		)	—
Depreciation and amortization	3,310			3,078
Gain on sale of property	(2,109		)	(2,886		)
Deferred income taxes	521			(8		)
Gain on sale of common stock in Centaur Media plc	(504		)	—
Loss on debt extinguishment	286			—
Stock-based compensation expense	267			304
Amortization of debt issuance costs	144			148
Provision for bad debts	29			6
Income from equity investments	(4		)	(6		)
Changes in assets and liabilities:
Accounts receivable	(4,932		)	(4,090		)
Inventories	(190		)	224
Other current assets	1,403			2,290
Accounts payable and accrued liabilities	1,006			124
Deferred revenue	(945		)	(751		)
Other noncurrent assets and noncurrent liabilities, net	(319		)	(29		)
Net cash used in operating activities	(4,236		)	(1,486		)

Investing activities:
Additions to real estate assets	(10,051		)	(8,385		)
Proceeds from property sales returned from escrow	6,934			—
Proceeds from the sale of investment in Shemin Nurseries Holding Corporation	3,418			—
Proceeds from the sale of common stock in Centaur Media plc	1,160			—
Additions to property and equipment	(65		)	(115		)
Proceeds from sale of property, net of expenses	—			15,537
Return of capital from Shemin Nurseries Holding Corporation	—			309
Net cash provided by investing activities	1,396			7,346

Financing activities:
Dividends paid to stockholders	(1,028		)	(513		)
Payments of debt	(925		)	(918		)
Debt issuance costs	(214		)	—
Exercise of stock options	80			80
Debt modification costs	(70		)	—
Net cash used in financing activities	(2,157		)	(1,351		)
Net (decrease) increase in cash and cash equivalents	(4,997		)	4,509
Cash and cash equivalents at beginning of period	10,181			7,431
Cash and cash equivalents at end of period	$	5,184		$	11,940

See Notes to Consolidated Financial Statements.

Table of Contents

GRIFFIN LAND & NURSERIES, INC.

Notes to Consolidated Financial Statements

(dollars in thousands unless otherwise noted, except per share data)

(unaudited)

1. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited consolidated financial statements of Griffin Land & Nurseries, Inc. (“Griffin”) include the accounts of Griffin’s real estate division (“Griffin Land”) and Griffin’s wholly-owned subsidiary in the landscape nursery business, Imperial Nurseries, Inc. (“Imperial”), and have been prepared in conformity with the standards of accounting measurement set forth by the Financial Accounting Standards Board (“FASB”) ASC 270, “Interim Reporting.”

The accompanying financial statements have been prepared in accordance with the accounting policies stated in Griffin’s audited financial statements for the fiscal year ended December 1, 2012 (“fiscal 2012”) included in Griffin’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission, and 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 December 1, 2012 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, valuation of derivative instruments, the allowance for doubtful accounts receivable, the estimated costs to complete required offsite improvements to land sold and the adequacy of inventory reserves. 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.

As of June 1, 2013, Griffin was a party to four 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 assessed 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.

Table of Contents

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 the benchmark interest rates. The change in fair values of Griffin’s interest rate swap agreements are recorded as components of accumulated other comprehensive income in stockholders’ equity to the extent they are effective. Any ineffective portions of the change in fair value of these instruments would be recorded as interest expense.

The results of operations for the thirteen weeks ended June 1, 2013 (the “2013 second quarter”) and the twenty-six weeks ended June 1, 2013 (the “2013 six month period”) are not necessarily indicative of the results to be expected for the full year. The thirteen weeks ended June 2, 2012 is referred to herein as the “2012 second quarter” and the twenty-six weeks ended June 2, 2012 is referred to herein as the “2012 six month period.”

Recent Accounting Pronouncements

In February 2013, the FASB issued Accounting Standards Update No. 2013-02, “Comprehensive Income,” which amends the presentation of comprehensive income. This update does not require new disclosures but creates new presentation requirements related to amounts reclassified out of accumulated other comprehensive income. More specifically, this update requires: (a) disclosure of the changes in the components of accumulated other comprehensive income; (b) disclosure of the effects on the individual line items in net income for each item of accumulated other comprehensive income that is reclassified in its entirety to net income; and (c) cross-references to other disclosures that provide additional details for other comprehensive income items that are not reclassified in their entirety to net income. For items that are required to be reclassified to net income in their entirety, this new guidance requires an entity to present this information either on the face of the statement where net income is presented or in the footnotes to the financial statements. For items that are not required to be reclassified in their entirety to net income, this new guidance requires cross-references to other disclosures that provide additional information about those amounts. This update was required to be adopted by Griffin no later than the 2013 second quarter; however, Griffin adopted the new presentation requirements in the 2013 first quarter. The adoption of this guidance requires new disclosures related to amounts reclassified out of accumulated other comprehensive income but did not have an impact on Griffin’s financial position or results of operations.

2. Discontinued Operation

On January 31, 2012, Griffin Land closed on the sale of its Manchester, Connecticut warehouse to its full building tenant in that building, an affiliate of Raymour & Flanigan (“Raymour”). Net cash proceeds from the sale, after selling expenses of $438 paid out of proceeds at closing and $25 paid separately, were $15,537, and a pretax gain of $2,886 is included in the results for discontinued operation in the 2012 first quarter. Upon completion of the sale, Griffin deposited the cash of $15,562 received from the sale at closing into an escrow account for the potential purchase of a replacement property under a Section 1031 like-kind exchange. Because Griffin Land did not identify a replacement property within the time frame required under the tax rules and regulations governing a Section 1031 like-kind exchange, on March 19, 2012 the cash that was being held in escrow was released to Griffin Land.

The operating results of the Manchester warehouse prior to its sale are reflected as a discontinued operation in Griffin’s consolidated statement of operations for the 2012 six month period. Rental revenue and operating profit from the Manchester warehouse in the 2012 six month period were $273 and $221, respectively.

Table of Contents

3. Industry Segment Information

Griffin defines its reportable segments by their products and services, which are comprised of the real estate and landscape nursery segments. Management operates and receives reporting based upon these segments. Griffin has no operations outside the United States. Griffin’s export sales and transactions between segments are not material.

	For the 13 Weeks Ended,						For the 26 Weeks Ended,
	June 1, 2013			June 2, 2012			June 1, 2013			June 2, 2012
Total net sales and other revenue:
Rental revenue and property sales	$	6,271		$	4,476		$	11,779		$	8,889
Landscape nursery net sales and other revenue	8,972			8,258			9,174			8,458
	$	15,243		$	12,734		$	20,953		$	17,347
Operating profit (loss):
Real estate	$	2,145		$	912		$	3,211		$	1,640
Landscape nursery	214			36			(409		)	(607		)
Industry segment totals	2,359			948			2,802			1,033
General corporate expense	(1,394		)	(1,003		)	(2,806		)	(2,363		)
Operating profit (loss)	965			(55		)	(4		)	(1,330		)
Gain on sale of investment in Shemin Nurseries Holding Corporation	—			—			3,397			—
Gain on sale of common stock in Centaur Media plc	—			—			504			—
Interest expense	(965		)	(830		)	(1,943		)	(1,705		)
Loss on debt extinguishment	(286		)	—			(286		)	—
Investment income	51			82			51			469
Income (loss) before income tax (provision) benefit	$	(235	)	$	(803	)	$	1,719		$	(2,566	)

The above table reflects the net sales and other revenue and operating profit/loss included in continuing operations on Griffin’s consolidated statements of operations. Operating results of the Manchester, Connecticut warehouse and the gain on the sale of that building are included in the results of the discontinued operation on Griffin’s 2012 six month consolidated statement of operations (see Note 2).

Continuing operations of the real estate segment include property sales revenue of $1,590 and $2,474 in the 2013 second quarter and 2013 six month period, respectively, due primarily to the recognition of previously deferred revenue on a land sale that was completed in the 2012 third quarter (see Note 11). Included in property sales revenue in the 2013 second quarter and six month period is $177 from an amended agreement related to that 2012 land sale. There was no revenue from property sales in Griffin’s continuing operations in either the 2012 second quarter or 2012 six month period.

In fiscal 2009, Imperial shut down operations on its Florida farm and entered into a lease with another grower for that property. Other revenue of the landscape nursery segment includes revenue from the rental of Imperial’s Florida farm as follows:

Table of Contents

	For the 13 Weeks Ended,				For the 26 Weeks Ended,
	June 1, 2013		June 2, 2012		June 1, 2013		June 2, 2012

Rental revenue from Imperial’s Florida farm	$	117	$	117	$	234	$	235

Identifiable assets:	June 1, 2013		December 1, 2012

Real estate	$	142,022	$	142,440
Landscape nursery	25,948		20,693
Industry segment totals	167,970		163,133
General corporate	8,406		16,981
Total assets	$	176,376	$	180,114

4. Fair Value

Griffin applies the provisions of FASB ASC 820, “Fair Value Measurements and Disclosures” (“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. An asset or liability’s categorization 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. Griffin’s available-for-sale securities are considered Level 1 within the fair value hierarchy.

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 liabilities include Griffin’s four interest rate swap derivatives (see Note 9). Beginning in the 2013 first quarter, the fair values of Griffin’s interest rate swap derivative instruments were based on discounted cash flow models that incorporate the cash flows of the derivatives as well as the current Overnight Indexed Swap (“OIS”) rate and swap curve along with other market data. Prior to the beginning of fiscal 2013, the fair values of Griffin’s interest rate swap derivative instruments were based on discounted cash flow models that incorporated the cash flows of the derivatives as well as the current LIBOR rate and swap curve along with other market data. The change to using the OIS rate from the LIBOR rate is consistent with current industry best practices. The OIS rate is now considered the best discount rate to utilize since it is the best proxy for the risk-free rate. These inputs are readily available in public markets or can be derived from information available in

Table of Contents

publicly quoted markets, therefore, Griffin has categorized these derivative instruments as Level 2 within the fair value hierarchy.

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.

During the 2013 six month period, Griffin did not transfer any assets or liabilities in or out of Levels 1 and 2. The following are Griffin’s financial assets and liabilities carried at fair value and measured at fair value on a recurring basis:

	June 1, 2013
	Quoted Prices in		Significant		Significant
	Active Markets for		Observable		Unobservable
	Identical Assets		Inputs		Inputs
	(Level 1)		(Level 2)		(Level 3)

Marketable equity securities	$	2,027	$	—	$	—

Interest rate swap liabilities	$	—	$	2,401	$	—

	December 1, 2012
	Quoted Prices in		Significant		Significant
	Active Markets for		Observable		Unobservable
	Identical Assets		Inputs		Inputs
	(Level 1)		(Level 2)		(Level 3)

Marketable equity securities	$	4,226	$	—	$	—

Interest rate swap liabilities	$	—	$	3,191	$	—

The carrying and estimated fair values of Griffin’s financial instruments are as follows:

	Fair Value	June 1, 2013				December 1, 2012
	Hierarchy	Carrying		Estimated		Carrying		Estimated
	Level	Value		Fair Value		Value		Fair Value
Financial assets:
Cash and cash equivalents	1	$	5,184	$	5,184	$	10,181	$	10,181
Available-for-sale securities	1	2,027		2,027		4,226		4,226

Financial liabilities:
Mortgage debt	2	58,582		60,175		59,489		61,781
Interest rate swaps	2	2,401		2,401		3,191		3,191

The fair values of the available-for-sale securities are based on quoted market prices. The fair values of the mortgage debt are estimated based on current rates offered to Griffin for similar debt of the

Table of Contents

same remaining maturities, and additionally, Griffin considers its credit worthiness in determining the fair value of its debt. 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.

5. Inventories

Inventories consist of:

	June 1, 2013		December 1, 2012

Nursery stock	$	12,947	$	13,058
Materials and supplies	1,449		1,148
	$	14,396	$	14,206

The 2013 six month period included a charge of $31 to increase inventory reserves for product that was damaged by the trucking company during shipment to Imperial. A claim for the damaged product is included in other current assets on Griffin’s consolidated balance sheet as of June 1, 2013. There were no charges to increase inventory reserves in the 2012 six month period.

6. Real Estate Assets

Real estate assets consist of:

	Estimated Useful Lives	June 1, 2013			December 1, 2012
Land		$	17,525		$	10,267
Land improvements	10 to 30 years	15,139			15,138
Buildings and improvements	10 to 40 years	126,281			125,971
Tenant improvements	Shorter of useful life or terms of related lease	15,264			14,738
Development costs		16,198			14,557
		190,407			180,671
Accumulated depreciation		(59,431		)	(56,744		)
		$	130,976		$	123,927

Included in real estate assets, net as of June 1, 2013 and December 1, 2012 was $1,817 and $1,921, respectively, reflecting the net book value of Imperial’s Florida farm that was shut down in fiscal 2009 and is being leased to another landscape nursery grower.

Total depreciation expense and capitalized interest related to real estate assets, net were as follows:

Table of Contents

	For the 13 Weeks Ended,				For the 26 Weeks Ended,
	June 1, 2013		June 2, 2012		June 1, 2013		June 2, 2012

Depreciation expense	$	1,368	$	1,289	$	2,748	$	2,570

Capitalized interest	$	—	$	220	$	—	$	369

In the 2012 third quarter, Griffin Land sold 93 acres of undeveloped land in the New England Tradeport (“Tradeport”), Griffin Land’s industrial park located in Windsor and East Granby, Connecticut, for cash proceeds of $7,000, before transaction costs (the “Dollar Tree Sale”). As required under the terms of the Dollar Tree Sale, Griffin Land was required to construct a sewer line to service the land that was sold. As a result of Griffin Land’s continuing involvement with the land sold, the Dollar Tree Sale was accounted for under the percentage of completion method. Accordingly, the revenue and the pretax gain on sale have been recognized on a pro rata basis in a ratio equal to the percentage of the total costs incurred to the total anticipated costs of sale, including the costs of the required construction of the sewer line. Costs included in determining the percentage of completion are the cost of the land sold, allocated master planning costs of Tradeport, selling and transaction costs and estimated future costs related to the land sold. Upon completion of the sale, Griffin Land deposited the cash of $6,929 received from the Dollar Tree Sale at closing into an escrow account, reflected as Proceeds Held in Escrow on Griffin’s consolidated balance sheet as of December 1, 2012, for the potential purchase of a replacement property under a Section 1031 like-kind exchange. On December 28, 2012, Griffin Land closed on the acquisition of approximately 49 acres of undeveloped land in the Lehigh Valley of Pennsylvania for $7,119 in cash, using the proceeds from the Dollar Tree Sale that were being held in escrow to complete the Section 1031 like-kind exchange. The land acquired is expected to support the development of two buildings totaling at least 500,000 square feet. As governmental approvals of such development were not in place at the time of closing, the seller agreed to provide Griffin Land with rescission rights if the required approvals are not obtained or the seller does not complete certain post-closing obligations.

As of June 1, 2013, all of the costs related to the Dollar Tree Sale have been incurred; therefore, from the date of the Dollar Tree Sale through June 1, 2013, all of the revenue and the pretax gain on sale have been recognized in Griffin’s consolidated statements of operations. Griffin’s consolidated statements of operations for the 2013 second quarter and 2013 six month period include revenue of $1,590 and $2,474, respectively, and a pretax gain of $1,368 and $2,109, respectively, from the Dollar Tree Sale. Including the pretax gain on sale of $3,942 recognized in fiscal 2012, the total pretax gain on the Dollar Tree Sale was $6,051. Property sales revenue and pretax gain in the 2013 second quarter and the 2013 six month period include $177 from an amended agreement related to the Dollar Tree Sale whereby Griffin Land was to receive $177 upon completion of the sewer line to service the land that was sold. As the sewer line construction was completed in the 2013 second quarter, the additional $177 in revenue was recognized during that period.

Real estate assets held for sale consist of:

Table of Contents

	June 1, 2013		December 1, 2012
Land	$	45	$	35
Development costs	1,169		1,151
	1,214		1,186
Accumulated depreciation	—		—
	$	1,214	$	1,186

7. Investments

Centaur Media plc

Griffin’s investment in the common stock of Centaur Media plc (“Centaur Media”) is accounted for as an available-for-sale security under FASB ASC 320-10, “Investments — Debt and Equity Securities.” Accordingly, changes in the fair value of Centaur Media, net of income taxes, along with the effect of changes in the foreign currency exchange rate, net of income taxes, are included in accumulated other comprehensive income (see Note 10).

As of December 1, 2012, Griffin held 5,277,150 shares of Centaur Media common stock. In the 2013 six month period, Griffin sold 1,324,688 shares of its Centaur Media common stock for total cash proceeds of $1,160, after transaction costs. The sale of Centaur Media common stock resulted in a pretax gain of $504 in the 2013 six month period. Griffin held 3,952,462 shares of Centaur Media common stock as of June 1, 2013.

The cost, unrealized gain and fair value of Griffin’s investment in Centaur Media are as follows:

	June 1, 2013		December 1, 2012

Fair value	$	2,027	$	4,226
Cost	1,957		2,613
Unrealized gain	$	70	$	1,613

Shemin Nurseries Holding Corp.

As of December 1, 2012, Griffin held an approximate 14% equity interest in Shemin Nurseries Holding Corp. (“SNHC”), which operated a landscape nursery distribution business through its subsidiary. Griffin accounted for its investment in SNHC under the cost method of accounting for investments. In the 2012 first quarter, Griffin received a cash distribution from SNHC which was treated as investment income and return of investment. Accordingly, Griffin did not have any remaining book value in its investment in SNHC as of December 1, 2012.

On January 18, 2013, Griffin completed the sale of its investment in SNHC for total cash proceeds of $3,418, resulting in a pretax gain of $3,397.

Table of Contents

8. Property and Equipment

Property and equipment consist of:

	Estimated Useful Lives	June 1, 2013			December 1, 2012
Land		$	437		$	437
Land improvements	10 to 20 years	1,561			1,561
Buildings and improvements	10 to 40 years	1,865			1,857
Machinery and equipment	3 to 20 years	12,400			12,300
		16,263			16,155
Accumulated depreciation		(14,203		)	(14,030		)
		$	2,060		$	2,125

Griffin incurred new capital lease obligations of $48 and $54 related to equipment acquisitions in the 2013 six month period and the 2012 six month period, respectively.

9. Long-Term Debt

Long-term debt includes:

	June 1, 2013			December 1, 2012
Nonrecourse mortgages:
6.30%, due May 1, 2014	$	196		$	289
5.73%, due August 1, 2015	18,820			19,018
8.13%, due April 1, 2016	3,777			3,943
7.0%, due October 2, 2017	5,900			6,016
Variable rate mortgage, due October 2, 2017*	6,645			6,726
Variable rate mortgage, due February 1, 2019*	11,275			11,396
Variable rate mortgage, due August 1, 2019*	7,953			8,034
Variable rate mortgage, due January 27, 2020*	4,016			4,067
Total nonrecourse mortgages	58,582			59,489
Revolving line of credit	—			—
Capital leases	102			72
Total	58,684			59,561
Less: current portion	(1,949		)	(1,869		)
Total long-term debt	$	56,735		$	57,692

* Griffin entered into interest rate swap agreements effectively to fix the interest rates on these loans (see below).

As of June 1, 2013, Griffin was a party to four interest rate swap agreements related to nonrecourse mortgages on certain of its real estate assets. Griffin accounts for its interest rate swap agreements as effective cash flow hedges (see Note 4). No ineffectiveness on the cash flow hedges was recognized as of June 1, 2013 and none is anticipated over the term of the agreements. Amounts in other comprehensive income (loss) will be reclassified into interest expense over the term of the swap

Table of Contents

agreements to achieve fixed rates on each mortgage. The interest rate swap agreements do not contain any credit risk related contingent features. In the 2013 six month period, Griffin recognized a gain (included in other comprehensive income) before taxes of $424 on its interest rate swap agreements. In the 2012 six month period, Griffin recognized a loss (included in other comprehensive income) before taxes of $882 on its interest rate swap agreements.

As of June 1, 2013, $750 is expected to be reclassified over the next twelve months from accumulated other comprehensive loss to interest expense. As of June 1, 2013, the liability for Griffin’s interest rate swap agreements was $2,401 and is included in other noncurrent liabilities on Griffin’s consolidated balance sheet.

On April 1, 2013, Griffin Land entered into a modification agreement for its 5.25% nonrecourse mortgage loan with First Niagara Bank due January 27, 2020. The modification agreement changed the loan’s interest rate from a fixed rate of 5.25% to a variable rate of the one month LIBOR rate plus 2.5%. The loan modification did not change the loan’s collateral or maturity date. Griffin Land paid $70 to First Niagara Bank for the loan modification, plus transaction costs. Because the difference between the present values of the future payments under the existing loan and the modified loan is greater than 10%, the loan modification is accounted for as a debt extinguishment. As such, all deferred costs related to the existing loan with First Niagara Bank ($216) and the fee paid to First Niagara Bank for the modification agreement are reflected as a loss on debt extinguishment on Griffin’s consolidated statement of operations. Concurrent with the completion of the loan modification agreement, Griffin Land entered into an interest rate swap agreement with First Niagara Bank to fix the interest rate on its nonrecourse mortgage loan with First Niagara Bank at 3.91% for the duration of the loan.

On April 24, 2013, Griffin closed on a new $12.5 million revolving credit line with Webster Bank (the “Webster Credit Line”). The Webster Credit Line is for two years with an option for Griffin to extend the credit line for a third year. The Webster Credit Line replaced Griffin’s $12.5 million credit line with Doral Bank (the “Doral Credit Line”) that was scheduled to expire on May 1, 2013. Interest on the outstanding borrowings under the Webster Credit Line will be at the one month LIBOR rate plus 2.75%. Interest on outstanding borrowings under the Doral Credit Line was the higher of the prime rate plus 1.5% or 5.875%. The Webster Credit Line is collateralized by Griffin Land’s properties in Griffin Center South, aggregating approximately 235,000 square feet and an approximately 48,000 square foot single-story office building in Griffin Center. These are the same properties that collateralized the Doral Credit Line. There were no borrowings under the Doral Credit Line in fiscal 2012 or in the 2013 six month period and there were no borrowings under the Webster Credit Line as of the date of this Quarterly Report on Form 10-Q.

Table of Contents

10. Stockholders’ Equity

Per Share Results

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

	For the 13 Weeks Ended,						For the 26 Weeks Ended,
	June 1, 2013			June 2, 2012			June 1, 2013		June 2, 2012

Income (loss) as reported from continuing operations for computation of basic and diluted per share results, net of tax	$	(112	)	$	(412	)	$	1,198	$	(1,537	)

Income as reported from discontinued operation for computation of basic and diluted per share results, net of tax	—			—			—		1,647

Net income (loss)	$	(112	)	$	(412	)	$	1,198	$	110

Weighted average shares outstanding for computation of basic per share results	5,142,000			5,137,000			5,141,000		5,136,000

Incremental shares from assumed exercise of Griffin stock options (a)	—			—			6,000		—

Adjusted weighted average shares for computation of diluted per share results	5,142,000			5,137,000			5,147,000		5,136,000

(a) Incremental shares from the assumed exercise of Griffin stock options are not included in periods where the inclusion of such shares would be anti-dilutive. Such assessment is based on income (loss) from continuing operations when net income includes discontinued operations. The incremental shares from the assumed exercise of stock options in the thirteen weeks ended June 1, 2013 would have been 8,000. The incremental shares from the assumed exercise of stock options in the thirteen and twenty-six weeks ended June 2, 2012 would have been 3,000 and 4,000, respectively.

Griffin Stock Option Plan

Stock options are granted by Griffin under the Griffin Land & Nurseries, Inc. 2009 Stock Option Plan (the “2009 Stock Option Plan”). Options granted under the 2009 Stock Option Plan may be either incentive stock options or non-qualified stock options issued at fair market value on the date approved by Griffin’s Compensation Committee. Vesting of all of Griffin’s previously issued stock options is solely based upon service requirements and does not contain market or performance conditions. Stock options issued will expire ten years from the grant date. In accordance with the 2009 Stock Option Plan, stock options issued to non-employee directors upon their initial election to the board of directors are fully exercisable immediately upon the date of the option grant. Stock options issued to non-employee directors upon their reelection to the board of directors vest on the second anniversary from the date of grant. Stock options issued to employees vest in equal installments on the third, fourth and fifth anniversaries from the

Table of Contents

date of grant. None of the stock options outstanding at June 1, 2013 may be exercised as stock appreciation rights.

The following options were granted by Griffin under the 2009 Stock Option Plan to non-employee directors upon their re-election to Griffin’s Board of Directors:

	For the 26 Weeks Ended,
	June 1, 2013			June 2, 2012
	Number of Shares	Fair Value per Option at Grant Date		Number of Shares	Fair Value per Option at Grant Date

Non-employee directors	8,112	$	12.94	6,748	$	11.32

The fair values of all options granted were estimated as of the grant date using the Black-Scholes option-pricing model. Assumptions used in determining the fair value of the stock options granted in the 2013 and 2012 six month periods were as follows:

	For the 26 Weeks Ended,
	June 1, 2013			June 2, 2012

Expected volatility	40.3		%	41.1	%
Risk free interest rate	1.33		%	1.16	%
Expected option term (in years)	8.5			8.5
Annual dividend yield	$	0.20		—

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

	For the 26 Weeks Ended,
	June 1, 2013				June 2, 2012
Vested Options	Number of Shares		Weighted Avg. Exercise Price		Number of Shares		Weighted Avg. Exercise Price
Outstanding at beginning of period	80,451		$	29.95	54,075		$	27.08
Exercised	(6,776	)	$	11.81	(5,322	)	$	15.03
Vested	34,143		$	32.36	33,801		$	32.69
Outstanding at end of period	107,818		$	31.86	82,554		$	30.16

Table of Contents

Range of Exercise Prices for Vested Options	Outstanding at June 1, 2013	Weighted Avg. Exercise Price		Weighted Avg. Remaining Contractual Life (in years)	Total Intrinsic Value
$23.00-$32.00	34,742	$	28.24	4.8	$	65
$32.00-$39.00	73,076	$	33.58	5.6	—
	107,818	$	31.86	5.3	$	65

	For the 26 Weeks Ended,
	June 1, 2013				June 2, 2012
Nonvested Options	Number of Shares		Weighted Avg. Exercise Price		Number of Shares		Weighted Avg. Exercise Price
Nonvested at beginning of period	163,390		$	29.84	190,443		$	30.56
Granted	8,112		$	29.58	6,748		$	23.70
Vested	(34,143	)	$	32.36	(33,801	)	$	32.69
Nonvested at end of period	137,359		$	29.20	163,390		$	29.84

Range of Exercise Prices for Nonvested Options	Outstanding at June 1, 2013	Weighted Avg. Exercise Price		Weighted Avg. Remaining Contractual Life (in years)	Total Intrinsic Value
$23.00-$30.00	117,360	$	28.53	7.9	$	146
$33.00-$35.00	19,999	$	33.07	5.6	—
	137,359	$	29.20	7.6	$	146

Number of option holders at June 1, 2013

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

	For the 13 Weeks Ended,				For the 26 Weeks Ended,
	June 1, 2013		June 2, 2012		June 1, 2013		June 2, 2012

Compensation expense	$	152	$	166	$	267	$	304

Related tax benefit	$	28	$	31	$	57	$	66

As of June 1, 2013, the unrecognized compensation expense related to nonvested stock options that will be recognized during future periods is as follows:

Table of Contents

Balance of Fiscal 2013	$	215
Fiscal 2014	$	265
Fiscal 2015	$	112
Fiscal 2016	$	12

Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss, net of tax, is comprised of the following:

	Unrealized			Unrealized gain			Actuarial gain
	loss on cash			on investment			on postretirement
	flow hedges			in Centaur Media			benefit plan		Total
Balance December 1, 2012	$	(2,011	)	$	1,054		$	236	$	(721	)

Before reclassfication	267			(672		)	—		(405		)
Amount reclassified	230			(332		)	—		(102		)
Net current period activity for other comprehensive loss	497			(1,004		)	—		(507		)
Balance June 1, 2013	$	(1,514	)	$	50		$	236	$	(1,228	)

Changes in accumulated other comprehensive income (loss) are as follows:

	For the 13 Weeks Ended,
	June 1, 2013									June 2, 2012
	Pre-Tax			Tax (Expense) Benefit			Net-of-Tax			Pre-Tax			Tax (Expense) Benefit			Net-of-Tax

Reclassification included in net income (loss):
Loss on cash flow hedges (interest expense)	$	191		$	(71	)	$	120		$	163		$	(61	)	$	102
Total reclassification included in net income (loss)	191			(71		)	120			163			(61		)	102

Mark to market adjustment on Centaur Media for the increase (decrease) in the foreign currency exchange rate	20			(7		)	13			(95		)	33			(62		)

Mark to market adjustment on Centaur Media for the decrease in fair value	(995		)	349			(646		)	(720		)	252			(468		)

Increase (decrease) in fair value of Griffin’s cash flow hedges	293			(109		)	184			(476		)	177			(299		)

Other comprehensive loss	$	(491	)	$	162		$	(329	)	$	(1,128	)	$	401		$	(727	)

Table of Contents

	For the 26 Weeks Ended,
	June 1, 2013									June 2, 2012
	Pre-Tax			Tax (Expense) Benefit			Net-of-Tax			Pre-Tax			Tax (Expense) Benefit			Net-of-Tax

Reclassifications included in net income (loss):
Realized gain on sale of Centaur Media (gain on sale)	$	(509	)	$	177		$	(332	)	$	—		$	—		$	—

Loss on cash flow hedges (interest expense)	366			(136		)	230			329			(122		)	207
Total reclassifications included in net income (loss)	(143		)	41			(102		)	329			(122		)	207

Mark to market adjustment on Centaur Media for the decrease in the foreign currency exchange rate	(223		)	78			(145		)	(44		)	15			(29		)

Mark to market adjustment on Centaur Media for the decrease in fair value	(811		)	284			(527		)	(257		)	90			(167		)

Increase (decrease) in fair value of Griffin’s cash flow hedges	424			(157		)	267			(882		)	327			(555		)

Other comprehensive loss	$	(753	)	$	246		$	(507	)	$	(854	)	$	310		$	(544	)

Cash Dividend

Griffin did not declare a cash dividend in the 2013 or 2012 six month periods. During the 2013 first quarter, Griffin paid $1,028 for the cash dividend declared in the 2012 fourth quarter. During the 2012 first quarter, Griffin paid $513 for the cash dividend declared in the 2011 fourth quarter.

11. Supplemental Financial Statement Information

Deferred Revenue on Land Sale

In the 2012 third quarter, Griffin Land closed on the Dollar Tree Sale. As required under the terms of the Dollar Tree Sale, Griffin Land was required to construct a sewer line to service the land that was sold. As a result of Griffin Land’s continuing involvement with the land sold, this transaction was accounted for under the percentage of completion method, whereby the revenue and the pretax gain on sale were being recognized on a pro rata basis in a ratio equal to the percentage of the total costs incurred to the total anticipated costs of sale, including the costs of the required construction of the sewer line. Costs included in determining the percentage of completion were the cost of the land sold, allocated master planning costs of Tradeport, selling and transaction costs and estimated future costs related to the land sold.

Table of Contents

As of June 1, 2013, all of the costs related to the Dollar Tree Sale have been incurred; therefore, from the date of the transaction through June 1, 2013, all of the revenue and pretax gain on sale have been recognized in Griffin’s consolidated statements of operations. Griffin’s consolidated statement of operations for the 2013 second quarter and 2013 six month period include revenue of $1,590 and $2,474, respectively, and a pretax gain on sale of $1,368 and $2,109, respectively, from the Dollar Tree Sale. Including the pretax gain on sale of $3,942 recognized in fiscal 2012, the total pretax gain on the Dollar Tree Sale was $6,051. Property sales revenue and pretax gain in the 2013 second quarter and the 2013 six month period also include $177 from an amended agreement related to the Dollar Tree Sale.

Supplemental Cash Flow Information

Decreases of $1,034 and $301, respectively, in the 2013 and 2012 six month periods in Griffin’s Investment in Centaur Media reflect the mark to market adjustments of this investment and did not affect Griffin’s cash. In the 2013 six month period, Griffin sold 1,324,688 shares of its Centaur Media common stock (see Note 7).

Included in accounts payable and accrued liabilities at June 1, 2013 and December 1, 2012 were $721 and $942, respectively, for additions to real estate assets. Accounts payable and accrued liabilities related to additions to real estate assets decreased by $221 in the 2013 six month period and increased by $1,355 in the 2012 six month period.

As of December 1, 2012, Griffin’s accrued liabilities included $1,028 for a dividend on Griffin’s common stock that was declared prior to the end of fiscal 2012 and paid in the 2013 first quarter.

	For the 13 Weeks Ended,				For the 26 Weeks Ended,
	June 1, 2013		June 2, 2012		June 1, 2013		June 2, 2012

Interest payments, net of capitalized interest	$	658	$	961	$	1,847	$	1,926

Income Taxes

Griffin’s effective income tax rate on continuing operations was 30.3% for the 2013 six month period as compared to 40.1% in the 2012 six month period. The effective tax rate in the 2013 six month period is based on management’s projections for the balance of the year. To the extent that actual results differ from current projections, the effective income tax rate may change.

As of June 1, 2013, Griffin’s consolidated balance sheet includes a net current deferred tax asset of $542 and a net noncurrent deferred tax asset of $1,930. Although Griffin has incurred pretax losses from continuing operations for the fiscal years ended December 1, 2012, December 3, 2011 and November 27, 2010, management has concluded that a valuation allowance against those net deferred tax assets is not required.

Examinations of Griffin’s fiscal 2007, fiscal 2008 and fiscal 2009 New York state income tax returns are currently being performed.

Table of Contents

12. Commitments and Contingencies

As of June 1, 2013, Griffin had committed purchase obligations of approximately $2,411, principally for the development of Griffin Land’s properties and the purchase of plants and raw materials by Imperial.

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.

Table of Contents

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

The unaudited consolidated financial statements of Griffin Land & Nurseries, Inc. (“Griffin”) include the accounts of Griffin’s real estate business (“Griffin Land”) and Griffin’s wholly-owned subsidiary in the landscape nursery business, Imperial Nurseries, Inc. (“Imperial”).

The significant accounting policies and methods used in the preparation of Griffin’s consolidated financial statements included in Item 1 are consistent with those used in the preparation of Griffin’s audited financial statements for the fiscal year ended December 1, 2012 included in Griffin’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission.

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (“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, valuation of derivative instruments, the recoverability of its accounts receivable and inventory reserves. 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. The significant accounting estimates used by Griffin in the preparation of its financial statements for the thirteen and twenty-six weeks ended June 1, 2013 are consistent with those used by Griffin to prepare its fiscal 2012 financial statements.

Summary

Griffin’s loss from continuing operations and net loss were both approximately $0.1 million in the thirteen weeks ended June 1, 2013 (the “2013 second quarter”) as compared to a loss from continuing operations and a net loss that were both approximately $0.4 million in the thirteen weeks ended June 2, 2012 (the “2012 second quarter”). The lower loss from continuing operations and lower net loss in the 2013 second quarter as compared to the 2012 second quarter principally reflect higher consolidated operating profit in the 2013 second quarter as compared to the 2012 second quarter partially offset by a loss on debt extinguishment in the 2013 second quarter (there were no debt extinguishments in the 2012 second quarter) and higher interest expense in the 2013 second quarter as compared to the 2012 second quarter.

The increase in consolidated operating profit in the 2013 second quarter as compared to the 2012 second quarter reflects higher operating profit at both Griffin Land and Imperial, partially offset by higher general corporate expense. The higher operating profit at Griffin Land was due to the recognition of gain of approximately $1.4 million from the sale to Dollar Tree Distribution, Inc. of approximately 93 acres of undeveloped land in New England Tradeport (“Tradeport”) that closed in the 2012 third quarter (the “Dollar Tree Sale”). The Dollar Tree Sale was accounted for under the percentage of completion method whereby the revenue and the gain on sale were recognized in Griffin Land’s operating results as the total costs related to the property sold were incurred. The loss on debt extinguishment reflects the writeoff of debt issuance costs and a fee paid to First Niagara Bank (“First Niagara”) as a result of Griffin Land and

Table of Contents

First Niagara entering into a loan modification agreement on Griffin Land’s mortgage loan with First Niagara. The loan modification effectively reduced the interest rate on Griffin Land’s mortgage loan with First Niagara from 5.25% to 3.91% and was accounted for as a debt extinguishment. The higher interest expense in the 2013 second quarter as compared to the 2012 second quarter is principally due to interest being capitalized in the 2012 second quarter related to the construction of Griffin Land’s 228,000 square foot industrial building in the Lehigh Valley that was under construction during the 2012 second quarter. That building was completed and placed in service at the end of the 2012 third quarter. There was no interest capitalized in the 2013 second quarter.

Griffin’s income from continuing operations and net income were both approximately $1.2 million for the twenty-six weeks ended June 1, 2013 (the “2013 six month period”) as compared to a loss from continuing operations of approximately $1.5 million and net income of approximately $0.1 million for the twenty-six weeks ended June 2, 2012 (the “2012 six month period”). The 2012 six month period included a gain of approximately $1.6 million, net of tax, from Griffin’s discontinued operation (see below). The increase in Griffin’s results from continuing operations in the 2013 six month period, as compared to the 2012 six month period, principally reflects essentially break even operating results in the 2013 six month period as compared to an operating loss in the 2012 six month period and gains on the sales of investments in the 2013 six month period, partially offset by the loss on debt extinguishment and higher interest expense, and income tax expense in the 2013 six month period as compared to an income tax benefit in the 2012 six month period.

Griffin’s 2013 six month period included a gain of approximately $3.4 million on the sale of its investment in Shemin Nurseries Holding Corp. (“SNHC”) and a gain of approximately $0.5 million on the sale of a portion of its holdings in Centaur Media plc (“Centaur Media”). There were no gains from the sale of investments in the 2012 six month period, but the 2012 six month period did include investment income of approximately $0.5 million principally from a cash distribution from SNHC. Griffin’s lower consolidated operating loss in the 2013 six month period, as compared to the 2012 six month period, was due to higher operating profit at Griffin Land, due mostly to the recognition of gain on the Dollar Tree Sale, and a lower operating loss at Imperial, partially offset by an increase in general corporate expense. The increase in interest expense in the 2013 six month period as compared to the 2012 six month period principally reflects a portion of Griffin’s interest being capitalized in the 2012 six month period as compared to no interest capitalized in the 2013 six month period. The income tax expense in the 2013 six month period as compared to an income tax benefit in the 2012 six month period reflects Griffin’s income from continuing operations before income taxes in the 2013 six month period as compared to the loss from continuing operations before income taxes in the 2012 six month period.

On January 31, 2012, Griffin Land closed on the sale of its fully leased 308,000 square foot warehouse building in Manchester, Connecticut for $16.0 million in cash, and recorded a gain on sale, before taxes, of approximately $2.9 million in the 2012 six month period. Griffin Land had an operating profit from the Manchester warehouse of approximately $0.2 million, before taxes, in the 2012 six month period prior to the sale of that facility. In the 2011 fourth quarter, Griffin Land had given notice to the lessee of the Manchester warehouse that it was exercising the put option under its lease to sell the building to the lessee. Accordingly, under U.S. GAAP, the results of operations of the Manchester warehouse and the gain on the sale of that property were reported as a discontinued operation in fiscal 2012.

Results of Operations

Thirteen Weeks Ended June 1, 2013 Compared to the Thirteen Weeks Ended June 2, 2012

Griffin’s consolidated total revenue increased from approximately $12.7 million in the 2012 second quarter to approximately $15.2 million in the 2013 second quarter. The net increase of

Table of Contents

approximately $2.5 million reflects an increase of approximately $1.8 million in total revenue at Griffin Land and an increase of approximately $0.7 million in net sales and other revenue at Imperial.

Total revenue at Griffin Land increased from approximately $4.5 million in the 2012 second quarter to approximately $6.3 million in the 2013 second quarter, reflecting an increase of approximately $1.6 million of revenue from property sales and an increase of approximately $0.2 million in rental revenue. The entire increase in revenue from property sales relates to the Dollar Tree Sale, including approximately $1.4 million from the recognition, in the 2013 second quarter, of previously deferred revenue from the Dollar Tree Sale and approximately $0.2 million of revenue from an amended agreement between Griffin Land and Dollar Tree whereby Griffin Land was entitled to receive an additional approximately $0.2 million upon completion of a sewer line to service the land sold that Griffin Land was required, under the terms of the sale, to construct. Accordingly, because of the continuing involvement with the land that was sold, the Dollar Tree Sale was accounted for under the percentage of completion method, whereby the revenue and gain on the sale were recognized as the total costs related to the property sold were incurred. From the date of the sale in the 2012 third quarter through the end of the 2013 second quarter, Griffin Land has recognized a total of approximately $7.2 million of revenue from the Dollar Tree Sale, including the approximately $0.2 million of revenue as a result of the amended agreement that was recognized in the 2013 second quarter upon completion of the sewer line. Cash proceeds of $7.0 million, before transaction costs, from the Dollar Tree Sale were received in fiscal 2012 when the sale closed. The Dollar Tree Sale proceeds received at closing were placed in escrow to be used for the purchase of a replacement property under a Section 1031 like-kind exchange for income tax purposes. There were no property sales in Griffin Land’s continuing operations in the 2012 second quarter. Property sales occur periodically, and changes in revenue from year to year from these transactions may not be indicative of any trends in the real estate business.

The increase of approximately $0.2 million in rental revenue at Griffin Land in the 2013 second quarter as compared to the 2012 second quarter principally reflects an increase of approximately $0.5 million of rental revenue from leases that were in place in the 2013 second quarter that were entered into subsequent to the 2012 second quarter, partially offset by a decrease of approximately $0.3 million of rental revenue from space that was under lease in the 2012 second quarter but was vacant for all or part of the 2013 second quarter.

A summary of the square footage of Griffin Land’s real estate portfolio is as follows:

	Total Square Footage	Square Footage Leased	Percentage Leased

As of June 2, 2012	2,232,000	1,753,000	79	%
As of December 1, 2012	2,460,000	1,822,000	74	%
As of June 1, 2013	2,460,000	2,108,000	86	%

The increase in total square footage of Griffin Land’s real estate portfolio from 2,232,000 square feet as of June 2, 2012 to 2,460,000 square feet as of December 1, 2012 and June 1, 2013 reflects the completion of construction, at the end of the 2012 third quarter, of the 228,000 square foot industrial building in the Lehigh Valley of Pennsylvania. The increase in square footage leased as of June 1, 2013, as compared to December 1, 2012, reflects a full building lease for the new Lehigh Valley building that was entered into in the 2013 second quarter along with completion of several new leases during the 2013 six month period aggregating approximately 68,000 square feet of previously vacant space (approximately 36,000 square feet of office/flex space and approximately 31,000 square feet of industrial/warehouse space) partially offset by two leases aggregating approximately 10,000 square feet that expired and were not renewed. Rental revenue from the full building lease of the new building in the Lehigh Valley is expected to begin in the 2013 third quarter.

Table of Contents

Market activity in the north submarket of Hartford, Connecticut, where most of Griffin Land’s real estate portfolio is located, had been fairly slow for both office/flex space and industrial/warehouse space through the early part of fiscal 2013. Griffin Land was able to secure new leases because Griffin Land believes that it benefits from its reputation as a stable company that maintains its properties, meets its obligations and is able to deliver space to tenants timely and in accordance with the tenant’s requirements. In the first half of fiscal 2013, there was an increase in requests for proposals received by Griffin Land regarding leasing or land development transactions, particularly related to industrial space. There is no guarantee that this increase in market activity will result in any new transactions by Griffin Land.

Imperial’s net sales and other revenue increased from approximately $8.3 million in the 2012 second quarter to approximately $9.0 million in the 2013 second quarter. Imperial’s landscape nursery business is highly seasonal, with sales peaking in the spring months of March, April and May, which comprise Griffin’s second quarter. The increase in net sales in the 2013 second quarter, as compared to the 2012 second quarter, principally reflects an 11% increase in unit sales volume. Sales pricing was essentially unchanged in the 2013 second quarter as compared to the 2012 second quarter. The increase in sales volume reflects Imperial having more plants available for sale in the 2013 second quarter as compared to the 2012 second quarter, due in part to the 2012 second quarter not having certain units available for sale because they were lost during storms the previous year.

Griffin’s consolidated operating results, including general corporate expense, increased from an operating loss of approximately $0.1 million in the 2012 second quarter to an operating profit of approximately $1.0 million in the 2013 second quarter. Operating profit at Griffin Land increased from approximately $0.9 million in the 2012 second quarter to approximately $2.1 million in the 2013 second quarter. Imperial’s operating results increased from essentially break-even in the 2012 second quarter to an operating profit of approximately $0.2 million in the 2013 second quarter. Griffin’s general corporate expense increased from approximately $1.0 million in the 2012 second quarter to approximately $1.4 million in the 2013 second quarter.

Operating profit at Griffin Land in the 2013 and 2012 second quarters were as follows:

Table of Contents

	2013			2012
	Second Qtr.			Second Qtr.
	(amounts in thousands)
Rental revenue	$	4,681		$	4,476
Costs related to rental revenue excluding depreciation and amortization expense (a)	(1,649		)	(1,539		)
Profit from leasing activities before general and administrative expenses and before depreciation and amortization expense (a)	3,032			2,937
Revenue from property sales	1,590			—
Costs related to property sales	(222		)	—
Gain from property sales	1,368			—
Profit from leasing activities and gain from property sales before general and administrative expenses and before depreciation and amortization expense (a)	4,400			2,937
General and administrative expenses excluding depreciation and amortization expense (a)	(726		)	(632		)
Profit before depreciation and amortization expense (a)	3,674			2,305
Depreciation and amortization expense related to costs of rental revenue	(1,526		)	(1,390		)
Depreciation and amortization expense - other	(3		)	(3		)
Operating profit	$	2,145		$	912

(a) The costs related to rental revenue excluding depreciation and amortization expense; profit from leasing activities before general and administrative expenses and before depreciation and amortization expense; profit from leasing activities and gain from property sales before general and administrative expenses and before depreciation and amortization expense; general and administrative expenses excluding depreciation and amortization expense; and profit before depreciation and amortization expense are disclosures not in conformity with U.S. GAAP. They are presented because Griffin believes they are useful financial indicators for measuring results in its real estate business segment. However, they should not be considered as an alternative to operating profit as a measure of operating results in accordance with U.S. GAAP. The aggregate of: (i) costs related to rental revenue excluding depreciation and amortization expense; (ii) costs related to property sales; and (iii) depreciation and amortization expense related to costs of rental revenue, equals the costs related to rental revenue and property sales as reported on Griffin’s consolidated statement of operations.

As noted above, the entire revenue from property sales in the 2013 second quarter is from the Dollar Tree Sale. Accordingly, the gain from property sales in the 2013 second quarter is also entirely due to the Dollar Tree Sale. At the end of the 2013 second quarter, construction of the sewer line was completed and all of the costs related to the Dollar Tree Sale have been incurred; therefore, from the date of the Dollar Tree Sale through the end of the 2013 second quarter, all of the gain on sale has been recognized in Griffin’s consolidated statements of operations. Including the gain on sale of approximately $3.9 million recognized in fiscal 2012 and approximately $0.7 million recognized in the 2013 first quarter, the total pretax gain on the Dollar Tree Sale was approximately $6.0 million, including the approximately $0.2 million from the amended agreement between Dollar Tree and Griffin Land.

Table of Contents

Profit from leasing activities before general and administrative expenses and before depreciation and amortization expense increased by approximately $0.1 million in the 2013 second quarter as compared to the 2012 second quarter, due principally to the increase in rental revenue, substantially offset by an increase in costs related to rental revenue excluding depreciation and amortization expense in the 2013 second quarter as compared to the 2012 second quarter.

Griffin Land’s general and administrative expenses increased by approximately $0.1 million in the 2013 second quarter as compared to the 2012 second quarter. The increase principally reflects higher real estate tax expense in the 2013 second quarter and various small increases in other general and administrative expenses. Depreciation and amortization expense at Griffin Land increased by approximately $0.1 million in the 2013 second quarter as compared to the 2012 second quarter. The increase in depreciation and amortization expense principally reflects approximately $0.1 million of depreciation expense on the new 228,000 square foot industrial building that was completed and placed in service at the end of the 2012 third quarter.

Imperial’s operating results in the 2013 and 2012 second quarters were as follows:

	2013			2012
	Second Qtr.			Second Qtr.
	(amounts in thousands)
Net sales and other revenue	$	8,972		$	8,258
Cost of goods sold	7,652			7,162
Gross profit	1,320			1,096
Selling, general and administrative expenses	(1,106		)	(1,060		)
Operating profit	$	214		$	36

Imperial’s operating profit increased by approximately $0.2 million in the 2013 second quarter as compared to the 2012 second quarter due to an increase of approximately $0.2 million in gross profit while selling, general and administrative expenses were essentially unchanged. The increase in gross profit principally reflects the increase in sales volume. Imperial’s net sales and other revenue in both the 2013 second quarter and 2012 second quarter include approximately $0.1 million of rental revenue from its Florida farm and approximately $0.1 million of revenue from royalties. Imperial’s cost of goods sold in both the 2013 second quarter and the 2012 second quarter include approximately $0.1 million related to the rental revenue from the Florida farm. Excluding the effect of the revenue from royalties and the rental revenue and expenses of the Florida farm, Imperial’s non-U.S. GAAP gross margin on sales increased from 12.3% in the 2012 second quarter to 13.6% in the 2013 second quarter. The increase in gross margin principally reflects lower plant costs in the 2013 second quarter as compared to the 2012 second quarter. Gross margin excluding the effects of royalty revenue and rental revenue and expenses of the Florida farm is presented because Griffin believes it assists investors in assessing Imperial’s performance in its core business of growing and selling containerized plants. On a U.S. GAAP basis, Imperial’s gross margin on net sales and other revenue increased from 13.3% in the 2012 second quarter to 14.7% in the 2013 second quarter. Imperial’s selling, general and administrative expenses were essentially unchanged in the 2013 second quarter as compared to the 2012 second quarter. As a percentage of net sales, Imperial’s selling, general and administrative expenses decreased from 12.8% in the 2012 second quarter to 12.3% in the 2013 second quarter.

Griffin’s general corporate expense increased from approximately $1.0 million in the 2012 second quarter to approximately $1.4 million in the 2013 second quarter. The increase of approximately $0.4 million principally reflects an increase in expenses related to Griffin’s non-qualified deferred compensation plan. The higher expenses of the non-qualified deferred compensation plan reflect the

Table of Contents

effect on participants’ balances of the higher stock market performance in the 2013 second quarter as compared to the 2012 second quarter.

Griffin’s consolidated interest expense was approximately $1.0 million in the 2013 second quarter, as compared to consolidated interest expense of approximately $0.8 million in the 2012 second quarter. The increase of approximately $0.2 million in interest expense is principally due to interest of approximately $0.2 million being capitalized in the 2012 second quarter, as compared to no capitalized interest in the 2013 second quarter. The capitalized interest in the 2012 second quarter was primarily on the 228,000 square foot Lehigh Valley industrial building that was under construction during that period and certain offsite improvements related to Griffin Land’s residential development also being constructed during that period.

In the 2013 second quarter, Griffin incurred a loss on debt extinguishment of approximately $0.3 million, related to the loan modification agreement on Griffin’s nonrecourse mortgage loan with First Niagara (the “First Niagara Loan”) due in January 2020. On April 1, 2013, Griffin Land and First Niagara entered into an agreement that reduced the interest rate on the First Niagara Loan from a fixed rate of 5.25% to a variable rate of the one month LIBOR rate plus 2.5%. Because the difference between the present value of the future payments under the modified loan and the present value of payments under the existing loan is greater than 10% of the present value of the payments under the existing loan, the loan modification is accounted for as a debt extinguishment. As such, all deferred costs related to the existing First Niagara Loan (approximately $0.2 million) and the fee paid to First Niagara for the loan modification (approximately $0.1 million) are reflected as a loss on debt extinguishment in Griffin’s consolidated statements of operations. Concurrent with that agreement, Griffin also entered into an interest rate swap agreement with First Niagara to fix the interest rate on the First Niagara Loan at 3.91% for the remainder of the loan term.

Griffin’s effective tax rate was 52.3% in the 2013 second quarter as compared to 48.7% in the 2012 second quarter. The effective tax rate for the 2013 second quarter is based on management’s projections of operating results for the fiscal 2013 full year. To the extent that actual results differ from current projections, the effective tax rate may change.

Twenty-Six Weeks Ended June 1, 2013 Compared to the Twenty-Six Weeks Ended June 2, 2012

Griffin’s consolidated total revenue increased from approximately $17.3 million in the 2012 six month period to approximately $20.9 million in the 2013 six month period. The increase of approximately $3.6 million reflects an increase of approximately $2.9 million in total revenue at Griffin Land and an increase of approximately $0.7 million in net sales and other revenue at Imperial.

Total revenue at Griffin Land increased from approximately $8.9 million in the 2012 six month period to approximately $11.8 million in the 2013 six month period, reflecting an increase of approximately $2.5 million from property sales and an approximately $0.4 million increase in rental revenue in the 2013 six month period as compared to the 2012 six month period. The entire increase in revenue from property sales relates to the Dollar Tree Sale, including approximately $2.3 million from the recognition in the 2013 six month period of previously deferred revenue (the Dollar Tree Sale was accounted for under the percentage of completion method) and approximately $0.2 million from an amended agreement between Dollar Tree and Griffin Land, whereby Griffin Land was entitled to receive an additional approximately $0.2 million upon completion of construction of the sewer line. There were no property sales included in continuing operations in the 2012 six month period. Property sales occur periodically and changes in revenue from year to year from those transactions may not be indicative of any trends in the real estate business. The approximately $0.4 million increase in rental revenue reflects approximately $1.0 million in rental revenue from space that was leased for all or a portion of the 2013 six month period but was vacant in the 2012 six month period, partially offset by approximately $0.6

Table of Contents

million from leases in place during the 2012 six month period that terminated and were not renewed prior to the end of the 2013 six month period.

Net sales and other revenue at Imperial increased from approximately $8.5 million in the 2012 six month period to approximately $9.2 million in the 2013 six month period. Due to the seasonality of the landscape nursery business, Imperial’s total sales and other revenue in the second quarter, which is comprised of the spring months of March, April and May, account for approximately 98% of Imperial’s total net sales and other revenue for the six month period. Accordingly, the factors that affected the increase in Imperial’s net sales and other revenue in the 2013 six month period as compared to the 2012 six month period are the same as those discussed above with respect to the increase in Imperial’s net sales and other revenue in the 2013 second quarter as compared to the 2012 second quarter.

Griffin’s consolidated results from operations, including general corporate expense, were essentially break-even in the 2013 six month period as compared to a consolidated operating loss, including general corporate expense, of approximately $1.3 million in the 2012 six month period. The increase in operating results in the 2013 six month period, as compared to the 2012 six month period, principally reflects an increase of approximately $1.6 million in operating profit at Griffin Land and a decrease of approximately $0.2 million in the operating loss incurred by Imperial, partially offset by an increase of approximately $0.4 million in general corporate expense.

Operating profit at Griffin Land in the 2013 and 2012 six month periods were as follows:

	2013			2012
	Six Month			Six Month
	Period			Period
	(amounts in thousands)
Rental revenue	$	9,305		$	8,889
Costs related to rental revenue excluding depreciation and amortization expense (a)	(3,639		)	(3,159		)
Profit from leasing activities before general and administrative expenses and before depreciation and amortization expense (a)	5,666			5,730
Revenue from property sales	2,474			—
Costs related to property sales	(365		)	—
Gain from property sales	2,109			—
Profit from leasing activities and gain from property sales before general and administrative expenses and before depreciation and amortization expense (a)	7,775			5,730
General and administrative expenses excluding depreciation and amortization expense	(1,504		)	(1,319		)
Profit before depreciation and amortization expense (a)	6,271			4,411
Depreciation and amortization expense related to costs of rental revenue	(3,054		)	(2,763		)
Depreciation and amortization expense - other	(6		)	(8		)
Operating profit	$	3,211		$	1,640

Table of Contents

(a) The costs related to rental revenue excluding depreciation and amortization expense; profit from leasing activities before general and administrative expenses and before depreciation and amortization expense; profit from leasing activities and gain from property sales before general and administrative expenses and before depreciation and amortization expense; general and administrative expenses excluding depreciation and amortization expense; and profit before depreciation and amortization expense are disclosures not in conformity with U.S. GAAP. They are presented because Griffin believes they are useful financial indicators for measuring the results of its real estate business segment. However, they should not be considered as an alternative to operating profit as a measure of operating results in accordance with U.S. GAAP. The aggregate of: (i) costs related to rental revenue excluding depreciation and amortization expense; (ii) costs related to property sales; and (iii) depreciation and amortization expense related to costs of rental revenue, equals the costs related to rental revenue and property sales as reported on Griffin’s consolidated statement of operations.

The decrease of approximately $0.1 million in Griffin Land’s profit from leasing activities before general and administrative expenses and before depreciation and amortization expense in the 2013 six month period as compared to the 2012 six month period principally reflects an increase of approximately $0.5 million in costs related to rental revenue excluding depreciation and amortization expense, substantially offset by the approximately $0.4 million increase in rental revenue. The increase in costs related to rental revenue excluding depreciation and amortization expense principally reflects an increase in snow removal expenses in the 2013 six month period as compared to the 2012 six month period. The higher snow removal expenses in the 2013 six month period reflect the effect of the relatively mild winter weather in the 2012 six month period when there was a minimal amount of snowfall, as compared to a higher amount of snowfall in the 2013 six month period.

Griffin Land’s general and administrative expenses increased from approximately $1.3 million in the 2012 six month period to approximately $1.5 million in the 2013 six month period. The increase in general and administrative expenses principally reflects higher real estate taxes, legal expenses and payroll expenses in the 2013 six month period. Depreciation and amortization expense at Griffin Land increased approximately $0.3 million in the 2013 six month period as compared to the 2012 six month period due principally to depreciation expense of approximately $0.2 million in the 2013 six month period on the 228,000 square foot industrial building in the Lehigh Valley of Pennsylvania that was completed and placed in service at the end of the 2012 third quarter and an increase of approximately $0.1 million in depreciation expense related to new tenant improvements.

Imperial’s operating losses for the 2013 and 2012 six month periods were as follows:

	2013			2012
	Six Month Period			Six Month Period
	(amounts in thousands)

Net sales and other revenue	$	9,174		$	8,458
Cost of goods sold	7,805			7,335
Gross profit	1,369			1,123
Selling, general and administrative expenses	(1,778		)	(1,730		)
Operating loss	$	(409	)	$	(607	)

Table of Contents

Imperial’s operating loss in the 2013 six month period decreased by approximately $0.2 million from the operating loss incurred in the 2012 six month period, reflecting an approximate $0.2 million increase in gross profit, while selling, general and administrative expenses were essentially unchanged. The increase in gross profit in the 2013 six month period as compared to the 2012 six month period principally reflects the factors discussed above with respect to the increase in Imperial’s gross profit in the 2013 second quarter as compared to the 2012 second quarter. Because of the seasonality of the landscape nursery business, approximately 96% of Imperial’s gross profit in the 2013 six month period was earned in the 2013 second quarter. Imperial’s net sales and other revenue in both the 2013 six month period and the 2012 six month period include approximately $0.2 million of rental revenue from its Florida farm and approximately $0.1 million of revenue from royalties. Imperial’s cost of goods sold in both the 2013 six month period and the 2012 six month period include approximately $0.1 million related to the rental revenue from the Florida farm. Excluding the effect of the revenue from royalties and the rental revenue and expenses of the Florida farm, Imperial’s non-U.S. GAAP gross margin on sales increased from 12.1% in the 2012 six month period to 13.5% in the 2013 six month period. The increase in gross margin principally reflects lower plant costs in the 2013 six month period as compared to the 2012 six month period. Gross margin excluding the effects of royalty revenue and rental revenue and expenses of the Florida farm is presented because Griffin believes it assists investors in assessing Imperial’s performance in its core business of growing and selling containerized plants. On a U.S. GAAP basis, Imperial’s gross margin on net sales and other revenue increased from 13.3% in the 2012 six month period to 14.9% in the 2013 six month period. Imperial’s selling, general and administrative expenses were essentially unchanged in the 2013 six month period as compared to the 2012 six month period. As a percentage of net sales, Imperial’s selling, general and administrative expenses decreased from 20.5% in the 2012 six month period to 19.4% in the 2013 six month period.

Griffin’s general corporate expense increased from approximately $2.4 million in the 2012 six month period to approximately $2.8 million in the 2013 six month period, principally due to an increase in expenses related to Griffin’s non-qualified deferred compensation plan. The higher expenses of the non-qualified deferred compensation plan reflect the effect on participants’ balances of generally higher overall stock market performance during the 2013 six month period as compared to the 2012 six month period.

Griffin’s consolidated interest expense increased from approximately $1.7 million in the 2012 six month period to approximately $1.9 million in the 2013 six month period principally due to approximately $0.4 million of interest capitalized in the 2012 six month period (there was no interest capitalized in the 2013 six month period) partially offset by lower interest expense in the 2013 six month period due to the lower amount of debt in the 2013 six month period as compared to the 2012 six month period and a lower interest rate on a mortgage loan with Webster Bank that was refinanced in the 2012 fourth quarter. Interest capitalized in the 2012 six month period was on the construction projects ongoing in the 2012 six month period, principally the warehouse building being built by Griffin Land in the Lehigh Valley of Pennsylvania. Griffin’s average outstanding debt in the 2013 six month period was approximately $59.0 million as compared to $60.8 million in the 2012 six month period, reflecting principal payments made on Griffin’s nonrecourse mortgages subsequent to the 2012 six month period.

In the 2013 six month period, Griffin incurred a loss on debt extinguishment of approximately $0.3 million, related to the loan modification agreement on the First Niagara Loan due in January 2020. On April 1, 2013, Griffin Land and First Niagara entered into an agreement that reduced the interest rate on the First Niagara Loan from a fixed rate of 5.25% to a variable rate of the one month LIBOR rate plus 2.5%. Because the difference between the present value of the future payments under the modified loan and the present value of payments under the existing loan is greater than 10% of the present value of the payments under the existing loan, the loan modification is accounted for as a debt extinguishment. As such, all deferred costs related to the existing First Niagara Loan (approximately $0.2 million) and the fee paid to First Niagara for the loan modification (approximately $0.l million) are reflected as a loss on debt extinguishment. Concurrent with that agreement, Griffin also entered into an interest rate swap agreement

Table of Contents

with First Niagara to fix the interest rate on the First Niagara Loan at 3.91% for the remainder of the loan term.

In the 2013 six month period, the sale of Griffin’s investment in SNHC was completed, with Griffin receiving cash proceeds of approximately $3.4 million. Because of the low carrying cost of its investment in SNHC, Griffin’s gain on sale was approximately $3.4 million, essentially equal to the cash proceeds received. Also in the 2013 six month period, Griffin sold 1,324,688 shares of its common stock of Centaur Media for cash proceeds of approximately $1.2 million. Griffin’s gain from the sale of its Centaur Media common stock in the 2013 six month period was approximately $0.5 million. After the sales of Centaur Media common stock, Griffin owned 3,952,462 shares of Centaur Media common stock. There were no sales of investments in the 2012 six month period, however, the 2012 six month period did include investment income of approximately $0.5 million principally from a cash distribution from SNHC.

Griffin’s effective tax rate was 30.3% for the 2013 six month period, as compared to an effective tax rate of 40.1% for the 2012 six month period. The lower effective tax rate in the 2013 six month period as compared to the 2012 six month period reflects the effect of higher state income taxes in the 2012 six month period. Griffin’s effective tax rate for the 2013 six month period is based on management’s projections for the balance of the year. To the extent that actual results differ from current projections, the effective income tax rate may change.

O ff Balance Sheet Arrangements

Griffin does not have any material off balance sheet arrangements.

Liquidity and Capital Resources

Net cash used in operating activities was approximately $4.2 million in the 2013 six month period as compared to approximately $1.5 million in the 2012 six month period, principally reflecting approximately $1.7 million more cash used as a result of changes in assets and liabilities in the 2013 six month period as compared to the 2012 six month period. The increase in cash used as a result of changes in assets and liabilities principally reflects the timing of cash receipts and payments, including the effect of a reduction in other current assets of approximately $1.4 million during the 2013 six month period as compared to a reduction in other current assets of approximately $2.3 million in the 2012 six month period. The change in other current assets in the 2012 six month period included cash proceeds of approximately $0.5 million collected in the 2012 six month period from an insurance claim that was settled in the previous year.

Net cash provided by investing activities was approximately $1.4 million in the 2013 six month period as compared to net cash provided by investing activities of approximately $7.3 million in the 2012 six month period. The net cash provided by investing activities in the 2013 six month period includes the cash proceeds of approximately $6.9 million that were returned from escrow and used for the acquisition of an approximately 49 acre parcel of undeveloped land in the Lehigh Valley of Pennsylvania for approximately $7.1 million in cash, before transaction costs, that closed on December 28, 2012 (see below). In addition to the acquisition of undeveloped land in the 2013 six month period, Griffin Land’s additions to its real estate assets included approximately $2.9 million of expenditures principally for tenant improvements related to leases recently signed and the construction of the sewer line related to the Dollar Tree Sale. In the 2013 six month period, Griffin had approximately $0.1 million of additions to property and equipment, mostly for purchases of equipment at both Imperial and Griffin Land. Also, in the 2013 six month period, Griffin received net cash proceeds of approximately $3.4 million from the sale of its investment in SNHC and net cash proceeds of approximately $1.2 million from the sale of a portion of the common stock in Centaur Media held by Griffin.

Table of Contents

The 49 acre parcel of undeveloped land acquired in the 2013 six month period is expected to support the development of two industrial buildings totaling approximately 530,000 square feet, although there were no governmental approvals in place for such development at the time of closing. As such, the seller agreed to provide Griffin Land certain recission rights if the required approvals are not obtained or the seller does not complete certain post-closing obligations. Griffin Land has recently received preliminary approvals of its development plans for the land acquired in the 2013 six month period and expects to receive final approvals for its development plans by the end of this year.

Net cash provided by investing activities of approximately $7.3 million in the 2012 six month period reflected the net cash proceeds of approximately $15.5 million received from the sale of the Manchester, Connecticut warehouse that closed in the 2012 first quarter. Upon completion of that sale, Griffin deposited the cash received from the sale at closing into an escrow account for the potential purchase of a replacement property under a Section 1031 like-kind exchange. Griffin Land did not identify a replacement property, therefore, it did not complete the Section 1031 like-kind exchange. As a result, the cash held in escrow was released to Griffin in the 2012 second quarter. Also in the 2012 six month period, Griffin received cash of approximately $0.7 million from SNHC, approximately $0.4 million of which was reflected as dividend income and included in operating activities with the remaining balance of approximately $0.3 million reflected as a return of capital and included in investing activities. Partially offsetting the cash received from the Manchester warehouse sale and the return of capital from SNHC was approximately $8.4 million of additions to real estate assets, principally for Griffin Land’s construction, on speculation, of the 228,000 square foot industrial building on the undeveloped land parcel in the Lehigh Valley of Pennsylvania that was acquired in 2010. In the 2013 second quarter, Griffin Land completed a five-year full building lease for its new Lehigh Valley building. In the 2012 six month period Griffin also had approximately $0.1 million of additions to property and equipment, mostly for purchases of equipment at Imperial.

Net cash used in financing activities was approximately $2.2 million in the 2013 six month period as compared to approximately $1.4 million in the 2012 six month period. The net cash used in financing activities in the 2013 six month period reflects the payment of approximately $1.0 million for the dividend on Griffin’s common stock that was declared in the 2012 fourth quarter and paid in the 2013 first quarter and approximately $0.9 million for payments of principal on Griffin Land’s nonrecourse mortgages. Net cash used in financing activities in the 2013 six month period also includes approximately $0.2 million of debt issuance costs related to a new revolving credit agreement completed in the 2013 six month period (see below) and approximately $0.1 million related to the modification of the First Niagara mortgage loan (see below). Griffin received approximately $0.1 million from the exercise of stock options in the 2013 six month period. Net cash used in financing activities in the 2012 six month period reflected cash of approximately $0.9 million for payments of principal on Griffin Land’s nonrecourse mortgages and approximately $0.5 million for the payment of dividends, partially offset by approximately $0.1 million received from the exercise of stock options in the 2012 six month period.

On April 24, 2013, Griffin closed on a new $12.5 million revolving credit agreement with Webster Bank (the “Webster Credit Line”). The Webster Credit Line is for two years with an option for Griffin to extend the credit line for a third year. The Webster Credit Line replaced Griffin’s $12.5 million credit line with Doral Bank (the “Doral Credit Line”) that was scheduled to expire on May 1, 2013. Interest on the outstanding borrowings under the Webster Credit Line will be at the one month LIBOR rate plus 2.75%. Interest on outstanding borrowings under the Doral Credit Line was the higher of the prime rate plus 1.5% or 5.875%. The Webster Credit Line is collateralized by Griffin Land’s properties in Griffin Center South, aggregating approximately 235,000 square feet and an approximately 48,000 square foot single-story office building in Griffin Center. These are the same properties that collateralized the Doral Credit Line. There were no borrowings under the Doral Credit Line in fiscal 2012 and the 2013 six month period, and there were no amounts borrowed under the Webster Credit Line as of the date of this Quarterly Report on Form 10-Q.

Table of Contents

On April 1, 2013, Griffin Land entered into a loan modification agreement for its 5.25% nonrecourse mortgage loan with First Niagara due in January 2020. The loan modification agreement changed the loan’s interest rate from a fixed rate of 5.25% to a variable rate of the one month LIBOR rate plus 2.5%. The loan modification did not change the loan’s collateral or maturity date. Griffin Land paid approximately $0.1 million for the loan modification, which included a fee paid to First Niagara and third party transaction costs. Concurrent with the loan modification, Griffin Land entered into an interest rate swap agreement with First Niagara to fix the interest rate on its nonrecourse mortgage loan with First Niagara at 3.91% for the duration of the loan.

Griffin’s payments (including principal and interest) under contractual obligations as of June 1, 2013 are as follows:

	Total		Due Within One Year		Due From 1-3 Years		Due From 3-5 Years		Due in More Than 5 Years
	(in millions)
Mortgages	$	72.3	$	5.4	$	29.6	$	15.9	$	21.4
Revolving Line of Credit	—		—		—		—		—
Capital Lease Obligations	0.1		—		0.1		—		—
Operating Lease Obligations	0.6		0.2		0.3		0.1		—
Purchase Obligations (1)	2.4		2.4		—		—		—
Other (2)	3.5		—		—		—		3.5
	$	78.9	$	8.0	$	30.0	$	16.0	$	24.9

(1) Includes expenditures for Griffin Land’s real estate assets and the purchase of plants and raw materials by Imperial.

(2) Includes Griffin’s deferred compensation plan and other postretirement benefit liabilities.

Subsequent to the end of the 2013 second quarter, Griffin Land agreed to terms with First Niagara for a nonrecourse mortgage loan of $9.2 million on its new 228,000 square foot Lehigh Valley building that was recently leased. This new loan would have a ten-year term with payments based on a twenty-five year amortization period. The interest rate on the loan would be a variable rate equal to the ten year swap rate plus 1.95%, however, the terms of this new mortgage require Griffin Land to enter into an interest rate swap agreement to fix the interest rate for the loan’s term. There is no assurance that Griffin Land will complete a mortgage loan under these terms, or at all. Griffin Land expects to start construction later this year on an industrial building expected to be approximately 303,000 square feet located next to the 228,000 square foot industrial building completed last year and recently leased.

In the near-term, Griffin plans to continue to invest in its real estate business, including the construction of buildings on its undeveloped land, expenditures to build out interiors of its buildings as new leases are signed, infrastructure improvements required for future development of its real estate holdings and the potential acquisition of additional properties and/or undeveloped land parcels to expand the industrial/warehouse portion of Griffin Land’s real estate business. Real estate acquisitions may or may not occur based on many factors, including real estate pricing. Griffin Land does not expect to commence any speculative construction projects for its Connecticut real estate portfolio until a substantial portion of its currently vacant space is leased.

As of June 1, 2013, Griffin had cash and cash equivalents of approximately $5.2 million. Management believes that its cash and cash equivalents and borrowing capacity under the Webster Credit Line will be sufficient to meet Griffin’s seasonal working capital requirements, the continued investment in Griffin’s real estate assets and the payment of dividends on its common stock, when and if declared by the Board of Directors. Griffin may also continue to seek additional financing secured by nonrecourse

Table of Contents

mortgages on its properties. Griffin Land’s real estate portfolio currently includes five buildings located in Connecticut aggregating approximately 411,000 square feet that are not mortgaged.

Forward-Looking Information

The above information in Management’s Discussion and Analysis of Financial Condition and Results of Operations includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Although Griffin believes that its plans, intentions and expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such plans, intentions or expectations will be achieved, particularly with respect to leasing of currently vacant space, obtaining governmental approvals for Griffin Land’s development plans for the undeveloped land acquired in the 2013 six month period, construction of additional facilities in the real estate business, completion of a mortgage loan with First Niagara on Griffin Land’s new Lehigh Valley industrial building, the ability to obtain mortgage financing on Griffin Land’s unleveraged properties and Griffin’s anticipated future liquidity. The projected information disclosed herein is based on assumptions and estimates that, while considered reasonable by Griffin as of the date hereof, are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, many of which are beyond the control of Griffin.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk represents the risk of changes in value of a financial instrument, derivative or non-derivative, caused by fluctuations in interest rates, foreign exchange rates and equity prices. Changes in these factors could cause fluctuations in earnings and cash flows.

For fixed rate mortgage debt, changes in interest rates generally affect the fair market value of the debt instrument, but not earnings or cash flows. Griffin does not have an obligation to prepay any fixed rate debt prior to maturity and, therefore, interest rate risk and changes in the fair market value of fixed rate debt should not have a significant impact on earnings or cash flows until such debt is refinanced, if necessary. Griffin’s mortgage interest rates are described in Note 9 to the unaudited consolidated financial statements included in Item 1.

For variable rate debt, changes in interest rates generally do not impact the fair market value of the debt instrument, but do affect future earnings and cash flows. As of June 1, 2013, Griffin had four nonrecourse mortgage loans aggregating approximately $29.9 million of variable rate debt outstanding, for which Griffin had entered into interest rate swap agreements which effectively fix the interest rates on those mortgage loans. There were no other variable rate borrowings outstanding as of June 1, 2013.

Griffin is exposed to market risks from fluctuations in interest rates and the effects of those fluctuations on the market values of Griffin’s cash equivalents. These investments generally consist of money market securities that are not significantly exposed to interest rate risk.

Griffin does not have foreign currency exposure related to its operations. Griffin does have an investment in a public company, Centaur Media plc, based in the United Kingdom. The amount to be realized from the ultimate liquidation of that investment and conversion of proceeds into United States currency is subject to future foreign currency exchange rates.

Table of Contents

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Griffin maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to Griffin’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by SEC Rule 13a-15(b), Griffin carried out an evaluation, under the supervision and with the participation of Griffin’s management, including Griffin’s Chief Executive Officer and Griffin’s Chief Financial Officer, of the effectiveness of Griffin’s disclosure controls and procedures as of the end of the fiscal period covered by this report. Based on the foregoing, Griffin’s Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There has been no change in Griffin’s internal control over financial reporting during Griffin’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, Griffin’s internal control over financial reporting.

Table of Contents

PART II OTHER INFORMATION

ITEM 1A. RISK FACTORS

There have been no material changes from risk factors as previously disclosed in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 1, 2012.

ITEM 6. EXHIBITS

Exhibit No.		Description

3.1		Form of Amended and Restated Certificate of Incorporation of Griffin Land & Nurseries, Inc. (incorporated by reference to the Form 10 of Griffin Land & Nurseries, Inc., filed April 8, 1997, as amended)

3.2		Form of Bylaws of Griffin Land & Nurseries, Inc. (incorporated by reference to the Form 10 of Griffin Land & Nurseries, Inc., filed April 8, 1997, as amended)

10.7		Form of 401(k) Plan of Griffin Land & Nurseries, Inc. (incorporated by reference to the Form 10 of Griffin Land & Nurseries, Inc., filed April 8, 1997, as amended)

10.21		Mortgage Deed, Security Agreement, Financing Statement and Fixture Filing with Absolute Assignment of Rents and Leases dated September 17, 2002 between Tradeport Development I, LLC and Farm Bureau Life Insurance Company (incorporated by reference to Form 10-Q dated August 31, 2002, filed October 11, 2002)

10.24		Mortgage Deed and Security Agreement dated December 17, 2002 between Griffin Center Development IV, LLC and Webster Bank (incorporated by reference to Form 10-K dated November 30, 2002, filed February 28, 2003)

10.28		Secured Installment Note and First Amendment of Mortgage and Loan Documents dated April 16, 2004 among Tradeport Development I, LLC, Griffin Land & Nurseries, Inc. and Farm Bureau Life Insurance Company (incorporated by reference to Form 10-Q dated May 29, 2004, filed July 13, 2004)

10.29		Mortgage Deed Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents dated July 6, 2005 by Tradeport Development II, LLC in favor of First Sunamerica Life Insurance Company (incorporated by reference to Form 10-Q dated May 28, 2005, filed November 2, 2005)

10.30		Promissory Note dated July 6, 2005 (incorporated by reference to Form 10-Q dated May 28, 2005, filed November 2, 2005)

Table of Contents

10.31		Guaranty Agreement as of July 6, 2005 by Griffin Land & Nurseries, Inc. in favor of Sunamerica Life Insurance Company (incorporated by reference to Form 10-Q dated May 28, 2005, filed November 2, 2005)

10.32		Amended and Restated Mortgage Deed Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents dated November 16, 2006 by Tradeport Development II, LLC in favor of First Sunamerica Life Insurance Company (incorporated by reference to Form 10-K dated December 2, 2006, filed February 15, 2007)

10.33		Amended and Restated Promissory Note dated November 16, 2006 (incorporated by reference to Form 10-K dated December 2, 2006, filed February 15, 2007)

10.34		Guaranty Agreement as of November 16, 2006 by Griffin Land & Nurseries, Inc. in favor of Sunamerica Life Insurance Company (incorporated by reference to Form 10-K dated December 2, 2006, filed February 15, 2007)

10.35		Employment Agreement by and between Imperial Nurseries, Inc. and Gregory Schaan dated January 1, 2001, as amended April 9, 2008 (incorporated by reference to Form 10-Q dated March 1, 2008, filed April 10, 2008)

10.36		Construction Loan and Security Agreement dated February 6, 2009 by and between Tradeport Development III, LLC, Griffin Land & Nurseries, Inc., and Berkshire Bank (incorporated by reference to Form 10-Q dated February 28, 2009, filed April 9, 2009)

10.37		$12,000,000 Construction Note dated February 6, 2009 (incorporated by reference to Form 10-Q dated February 28, 2009, filed April 9, 2009)

10.40		Loan and Security Agreement dated July 9, 2009 between Griffin Land & Nurseries, Inc. and People’s United Bank (incorporated by reference to Form 10-Q dated August 29, 2009, filed October 8, 2009)

10.41		$10,500,000 Promissory Note dated July 9, 2009 (incorporated by reference to Form 10-Q dated August 29, 2009, filed October 8, 2009)

10.42		Mortgage and Security Agreement dated January 27, 2010 between Riverbend Crossings III Holdings LLC and NewAlliance Bank (incorporated by reference to Form 10-Q dated August 28, 2010, filed October 6, 2010)

10.43		$4,300,000 Promissory Note dated January 27, 2010 (incorporated by reference to Form 10-Q dated February 27, 2010, filed April 8, 2010)

Table of Contents

10.44		First Modification of Promissory Note, Mortgage Deed and Security Agreement and Other Loan Documents between Riverbend Crossings III Holdings LLC and NewAlliance Bank dated October 27, 2010 (incorporated by reference to Form 10-K dated November 27, 2010, filed February 10, 2011)

10.45		Revolving Line of Credit Loan Agreement with Doral Bank, FSB dated April 28, 2011 (incorporated by reference to Form 10-Q dated May 28, 2011, filed July 7, 2011)

10.46		Open-End Mortgage and Security Agreement dated April 28, 2011 between Griffin Land & Nurseries, Inc., as Mortgagor and Doral Bank, FSB, as Mortgagee (incorporated by reference to Form 10-Q dated May 28, 2011, filed July 7, 2011)

10.47		Open-End Mortgage and Security Agreement dated April 28, 2011 between Griffin Land & Nurseries, Inc., as Mortgagor and Doral Bank, FSB, as Mortgagee (incorporated by reference to Form 10-Q dated May 28, 2011, filed July 7, 2011)

10.48		Third Modification Agreement between Griffin Center Development IV, LLC, Griffin Center Development V, LLC, Griffin Land & Nurseries, Inc. and Webster Bank, National Association dated June 15, 2012 (incorporated by reference to Form 8-K dated June 15, 2012, filed June 20, 2012)

10.49*		Second Amendment to Mortgage Deed and Security Agreement and other Loan Documents between Riverbend Crossings III Holdings LLC and First Niagara Bank dated April 1, 2013

10.50*		Amended and Restated Term Note dated April 1, 2013

10.51*		Revolving Line of Credit Loan Agreement with Webster Bank, N.A. dated April 24, 2013

10.52*		Revolving Line of Credit Note dated April 24, 2013

31.1 *		Certifications of Chief Executive Officer Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 *		Certifications of Chief Financial Officer Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1 *		Certifications of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2 *		Certifications of Chief Financial Officer Pursuant to 18 U.S.C.

Table of Contents

		Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS**		XBRL Instance Document

101.SCH**		XBRL Taxonomy Extension Schema Document

101.CAL**		XBRL Taxonomy Calculation Linkbase Document

101.LAB**		XBRL Taxonomy Label Linkbase Document

101.PRE**		XBRL Taxonomy Presentation Linkbase Document

101.DEF**		XBRL Taxonomy Extension Definition Linkbase Document

* Filed herewith.

** In accordance with Rule 406T of Regulation S-T, this interactive data file is deemed not filed as part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	GRIFFIN LAND & NURSERIES, INC.


	BY:	/s/ FREDERICK M. DANZIGER
DATE: July 11, 2013		Frederick M. Danziger
		Chairman and Chief Executive Officer


	BY:	/s/ ANTHONY J. GALICI
DATE: July 11, 2013		Anthony J. Galici
		Vice President, Chief Financial Officer and Secretary,
		Chief Accounting Officer

Exhibit 10.49

Parcel Identification

Number: 545508886511-1

Municipality: Breinigsville, Pennsylvania

PREPARED BY:

FIRST NIAGARA BANK, N.A.

726 Exchange Street

Buffalo, NY 14210

WHEN RECORDED, MAIL TO:

FIRST NIAGARA BANK, N.A.

Commercial Collateral Control Unit

239 Van Rensselaer

Buffalo, NY 14210

FOR RECORDER’S USE ONLY

SECOND AMENDMENT TO MORTGAGE DEED AND SECURITY AGREEMENT AND

OTHER LOAN DOCUMENTS

THIS SECOND AMENDMENT TO MORTGAGE DEED AND SECURITY AGREEMENT AND OTHER LOAN DOCUMENTS (this “Amendment”) dated March 20, 2013, but effective as of the 1 st day of April, 2013, by and between RIVERBEND CROSSINGS III HOLDINGS LLC, a Pennsylvania limited liability company (“Grantor”) and FIRST NIAGARA BANK, N.A. , a national banking association, successor by merger to NewAlliance Bank (“Grantee”).

WITNESSETH:

WHEREAS , Grantor previously executed a Promissory Note dated January 27, 2010 in the original principal amount of Four Million Three Hundred Thousand and 00/100 Dollars ($4,300,000.00) (the “Loan”) in favor of Grantee, as amended by First Modification of Promissory Note, Mortgage Deed and Security Agreement and Other Loan Documents between Grantor and Grantee dated as of October 27, 2010 (as further amended, modified, extended, renewed or supplemented, or the like from time to time, the “Original Note”); and

WHEREAS , the Original Note is secured pursuant to (i) a Mortgage Deed and Security Agreement given by Grantor to Grantee and dated January 27, 2010 and recorded with the Lehigh County Recorder of Deeds as Instrument Number 2010003016, as amended by First Modification of Promissory Note, Mortgage Deed and Security Agreement and Other Loan Documents between Mortgagor and Mortgagee dated as of October 27, 2010 and recorded with the Lehigh County Recorder of Deeds as Instrument Number 2010038665 (as such may have been further amended, modified, extended, renewed, supplemented, or the like from time to time, the “Mortgage”), encumbering certain real property commonly known as 871 Nestle Way, Breinigsville, Pennsylvania, more particularly described on Schedule A attached hereto and made a part hereof, as well as certain personal, and mixed property as more particularly described therein (the “Premises”); (ii) a Collateral Assignment of Leases and Rentals

given by Grantor to Grantee dated January 27, 2010 and recorded with the Lehigh County Recorder of Deeds as Instrument Number 2010003017 (as such may have been amended, modified, extended, renewed, supplemented, or the like from time to time, the “CALR”); and (iii) certain other documents executed and delivered by Grantor to Grantee relating to the Original Note (as such may have been amended, modified, extended, renewed, supplemented, or the like from time to time, the “Other Loan Documents”; collectively with the Original Note, the Mortgage, and the CALR referred to herein as the “Loan Documents”); and

WHEREAS , Grantor and Grantee have modified certain of the terms and conditions of the Original Note, as set forth in a certain Amended and Restated Term Note of even date herewith (the “Restated Note”) in the principal amount of $4,025,384.26 (the Original Note, as amended and restated by the Restated Note, being collectively referred to herein as the “Note”); and

WHEREAS , Grantor and Grantee have entered into an interest rate swap transaction relating to the Note, which is evidenced by an ISDA Master Agreement and Schedule dated as of the date hereof (collectively, the Swap Agreement”), pursuant to which Grantor has undertaken certain obligations to Grantee (the “Swap Obligations”); and

WHEREAS , Grantor and Grantee desire to amend the Mortgage to secure the Note and collateralize the Swap Obligations, and to provide for those purposes set forth herein.

NOW, THEREFORE , for good and valuable consideration, receipt of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereby covenant and agree as follows:

1. The foregoing recitals are incorporated herein by reference and Grantor represents, warrants and attests to the veracity thereof. Capitalized terms used herein without definition shall have the meaning set forth in the Mortgage.

2. The Mortgage is hereby amended as follows:

(a) The first “Whereas” clause on page two of the Mortgage is hereby deleted and restated as follows:

“WHEREAS, Grantee has made to Grantor (i) a commercial mortgage loan in the original principal amount of FOUR MILLION THREE HUNDRED THOUSAND AND 00/100 DOLLARS ($4,300,000.00) (the “ Loan ”) as evidenced by a Promissory Note in such amount dated January 27, 2010 payable to Grantee or order, which Loan has been amended and restated in the principal amount of FOUR MILLION TWENTY-FIVE THOUSAND THREE HUNDRED EIGHTY-FOUR AND 26/100 DOLLARS ($4,025,384.26) as evidenced by an Amended and Restated Term Note dated as of April 1, 2013 in such amount payable to Grantee or order (as the same may be further amended, modified, extended or renewed from time to time, collectively referred to herein as the “Note” ); and”

(b) The following is added following the first “Whereas” clause on page 2 of the Mortgage:

“WHEREAS, Grantor and Grantee have entered into an interest rate swap transaction, evidenced by a certain ISDA Master Agreement and Schedule dated April 1, 2013 relating to the Note ( together with any additional schedules and confirmations relating thereto collectively referred to herein as the “ Swap Agreement ”), pursuant to which Grantor has undertaken certain obligations to Grantee (the “ Swap Obligations ”); and

“WHEREAS, the Swap Agreement is hereby deemed to be a Loan Document (as defined below); and

“WHEREAS, this Mortgage is granted in consideration of the aforesaid Loan and as security for the payment thereof with interest as aforesaid, and for the Swap Obligations, together with all other sums recoverable by Grantee under the terms of the Loan Documents, together with all existing and future liabilities of Grantor to Grantee under the Loan Documents (said indebtedness, interest and all other sums and liabilities are

hereinafter collectively referred to as the “Mortgage Debt” ), in a maximum amount of $4,500,000, and as security for the due and timely performance by Grantor of all of the other provisions of the Loan Documents.”

(c) The first sentence of Section 2 of the Mortgage is hereby amended to read: “Grantor shall pay all of the indebtedness evidenced by the Note, including but not limited to, all outstanding principal and interst owed under the Note, and all amounts due under the Swap Agreement, and all other amounts constituting Mortgage Debt, at the times and in the manner set forth in the Loan Documents.”

(d) The last paragraph of the Mortgage (beginning with the words “NOW, THEREFORE, if the Note…”) is hereby deleted and the following substituted in lieu thereof:

“PROVIDED ALWAYS, and these presents are upon this express condition, that if Grantor or its successors or assigns shall well and truly pay or cause to be paid unto Grantee, its successors or assigns, the Mortgage Debt secured by this Mortgage, and otherwise perform Grantor’s obligations under the Loan Documents, then this Mortgage, and the estate hereby granted, shall cease, determine and be void, and Grantee shall furnish to Grantor a satisfaction of this Mortgage in proper form for recording.”

(d) Copies of the Restated Note and the Swap Agreement are on file with Grantor and Grantee.

3. The CALR is hereby amended as follows:

(a) The definition of the term “Note” set forth in Section 1 on the first page thereof, means the Original Note as amended and restated by the Restated Note, as the same may be amended, modified, extended or renewed from time to time, and the “Mortgage” means the Mortgage as amended by this Agreement and as it may be further amended, modified, extended or renewed from time to time. In addition, the term “Obligations” also means and includes the Swap Obligations. In confirmation thereof, Grantor hereby grants, transfers and assigns to Grantee a security interest in the Leases (as defined in the CALR) to secure the payment and performance of all Obligations of Grantor to Grantee, as described in the CALR and as modified to include the Restated Note and the Swap Obligations described above.

4. THE MORTGAGE, THE CALR AND THE OTHER LOAN DOCUMENTS ARE HEREBY MODIFIED SOLELY TO THE EXTENT THAT ANY TERMS OR PROVISIONS THEREOF ARE IRRECONCILABLY INCONSISTENT WITH THE TERMS OR PROVISIONS OF THIS AMENDMENT. Any subsequent modification or amendment of said instruments shall be a modification hereof to the extent that any term hereof is irreconcilably inconsistent with any term of such subsequent amendment or modification.

6. Grantor acknowledges and agrees that the Mortgage and the Other Loan Documents hereby secure prompt payment when due of the Note, as evidenced by the Note, and the Swap Obligations. Grantor acknowledges and agrees that the Mortgage, the CALR and the Other Loan Documents have secured payment of the Loan since the respective date of said documents.

7. Grantor warrants and represents to Grantee (a) that the Premises are free and clear of all liens, charges, and encumbrances (other than those in favor of Grantee and those to which Grantee has expressly consented in writing), (b) that there are no setoffs, claims, or deductions of any nature against any amount due or to become due under the Note, and (c) that, as of the date hereof, there is no Event of Default in existence under any Loan Document and no event or condition in existence which, with the passage of time or the giving of notice, or both, would become or constitute an Event of Default under any Loan Document.

8. Grantor reconfirms, restates, and ratifies the Loan Documents, all in accordance with their respective terms, except to the extent that any of those terms are expressly modified by the provisions of this Amendment, and Grantor confirms that the Loan Documents have, at all times since the date of their respective execution and delivery, continued in full force and effect.

9. This Amendment is not intended to be a novation, release or accord and satisfaction of the Mortgage.

10. This Amendment shall extend to and bind the parties hereto, their respective personal representatives, heirs, successors and assigns. This Amendment shall not be binding upon Grantee until accepted by it, as evidenced by its execution below.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto have executed and delivered this Amendment under seal as of the date first set forth above.

			Mortgagor:

			RIVERBEND CROSSINGS III HOLDINGS LLC

			By:	Riverbend Lehigh Valley Holdings I LLC
				Its Sole Member

				By:	Griffin Land & Nurseries, Inc.
					Its Sole Member

					By:	/s/ Michael Gamzon
						Name: Michael Gamzon
						Title: President


STATE OF NEW YORK	)
	)	SS:
COUNTY OF NEW YORK	)

On this 25 th day of March, 2013, before me a Notary Public in and for the State of New York, the undersigned officer, personally appeared Michael Gamzon, who acknowledged himself to be the President of Griffin Land & Nurseries, Inc., the sole member of Riverbend Lehigh Valley Holdings I LLC, which is the sole member of RIVERBEND CROSSINGS III HOLDINGS LLC, a Pennsylvania limited liability company, and that he as such officer of Griffin Land & Nurseries, Inc., being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of Riverbend Crossings III Holdings LLC by himself as such officer of the sole member of the sole member of said limited liability company.

	/s/ Theresa Gordon
	Name: Theresa Gordon
	Notary Public
	My Commission Expires: August 23, 2013

(Signatures continued on next page)

Signature Page to Mortgage Amendment

			Mortgagee:

			FIRST NIAGARA BANK, N.A.

			By:	/s/ Peter M. Hausherr
			Name: Peter M. Hausherr
			Title: Vice President

			I hereby certify that the address of Mortgagee is 126
			Exchange Street, Buffalo, New York 14210 Attn:
			Commercial Loan Administration
			/s/ Peter M. Hausherr
			Peter M. Hausherr
			Vice President


STATE OF CONNECTICUT	)
	)	SS: New Haven
COUNTY OF NEW HAVEN	)

On this, the 20 th day of March, 2013, before me, the undersigned officer, personally appeared Peter M. Hausherr, who acknowledged himself to be the Vice President of FIRST NIAGARA BANK, N.A. , a national banking association, and that he as such Vice President, being authorized so to do executed the foregoing instrument for the purposes therein contained, by signing the name of the national banking association by himself as Vice President.

IN WITNESS WHEREOF, I hereunto set my hand.

	/s/ Rosa Santana
	Name: Rosa Santana
	Notary Public

(SEAL)

DATE COMMISSION EXPIRES: April 30, 2016

Signature Page to Mortgage Amendment

Exhibit 10.50

AMENDED AND RESTATED TERM NOTE

(LIBOR SWAP TRANSACTION)

$4,025,384.26

Effective as of April 1, 2013

FOR VALUE RECEIVED, and intending to be legally bound RIVERBEND CROSSINGS III HOLDINGS LLC , a limited liability company organized under the laws of the Commonwealth of Pennsylvania, with a mailing address at c/o Griffin Land & Nurseries, Inc., 204 West Newberry Road, Bloomfield, Connecticut 06002 (the “Borrower”), promises to pay to FIRST NIAGARA BANK, N.A., a national banking association (successor by merger to NewAlliance Bank) with a banking office at P.O. Box 28, Buffalo, NY 14240-0028 (together with its successors and assigns, “Lender”) or order, on or before January 27, 2020 (“Maturity”), the principal sum of Four Million Twenty-Five Thousand Three Hundred Eighty-Four and 26/100 Dollars ($4,025,384.26), together with interest thereon (the “Loan”), until paid in full.

This Note amends and restates, and is executed and delivered in substitution and replacement of, but not in payment of, a Promissory Note of Borrower to NewAlliance Bank dated January 27, 2010 in the original principal amount of $4,300,000.00, as modified by First Modification of Promissory Note, Mortgage Deed and Security Agreement, and Other Loan Documents between Borrower and NewAlliance Bank dated as of October 27, 2010 (as further amended, supplemented, replaced, renewed or otherwise modified, “Prior Note”). This Note does not cancel or satisfy Borrower’s payment obligations under the Prior Note and is not a novation. All collateral, if any, for the Prior Note shall continue to secure payment of this Note.

1. INTEREST RATE. Subject to the terms of this Note, the outstanding principal balance of this Note shall bear interest at a rate per annum equal to the LIBOR Rate for the Interest Period plus 2.50% (the “LIBOR-Based Rate”).

For purposes hereof, the following terms shall have these meanings:

“Business Day” shall mean any day other than a Saturday, Sunday or legal holiday on which commercial banks in New York or Connecticut are required or permitted by law to close.

“Interest Period” shall mean with respect to any LIBOR Advance, the one (1)-month period commencing on the first day of each month; provided, however, that only the first Interest Period hereunder shall commence on the later of the date hereof or the date of the initial loan hereunder until the initial payment date.

“LIBOR Advance” shall mean any advances under the Note bearing interest based upon the LIBOR-Based Rate.

“LIBOR Rate” shall mean a variable interest rate per annum (rounded upwards, if necessary) determined by Lender by dividing (a) the LIBOR rate which is published on Bloomberg Screen, BBAM1 (or any successor as may replace such page in said service for the purposes of display of the interbank interest rates offered on the London market) at 11:00 a.m. London time two (2) Business Days prior to the commencement of the Interest Period; provided, however, if such rate is not available, “LIBOR Rate” shall mean either (i) the rate of interest per annum determined by Lender to be the average rate per annum at which United States dollar deposits in a similar amount are offered for such Interest Period by major banks in the London interbank deposit market at approximately 11:00 a.m. London time two (2) Business Days prior to the commencement of the Interest Period, or (ii) a similar rate based upon a comparable index chosen by Lender in its sole discretion, by (b) a number equal to 1.00 less the Reserve Requirement.

“Mortgage” shall mean the Mortgage Deed and Security Agreement on the Property dated January 27, 2010 from Borrower to Lender securing the Prior Note, as previously amended and as the same may be amended from time to time.

“Prime Rate” shall mean the variable rate of interest announced by Lender from time to time as its prime rate for calculating interest on certain loans. The Prime Rate may or may not be the most favorable rate charged by Lender to its customers from time to time.

“Property” means the property owned by Borrower located at 871 Nestle Way, Breinigsville, Pennsylvania, which has been mortgaged to Lender as security for the Loan.

“Reserve Requirement” shall mean the percentage which Lender determines to be the maximum reserve requirement (including, without limitation, any emergency, marginal, special or supplemental reserve requirement) prescribed for so-called “Eurocurrency liabilities” (or any other category of eurocurrency funding) prescribed by the Board of Governors of the Federal Reserve System (or under any successor regulation which Lender determines to be applicable) with each change in such maximum reserve requirement automatically, immediately and without notice changing the LIBOR Rate thereafter applicable to each LIBOR Advance.

“Variable Rate” shall mean the Prime Rate plus one percent (1.00%) per annum. The Variable Rate shall change simultaneously with changes to the Prime Rate.

“Variable Rate Advance” shall mean any advances under the Note bearing interest based upon the Variable Rate.

2. ADDITIONAL INTEREST PROVISIONS.

(a) Borrower shall pay interest, calculated on the basis of a 360-day year for the actual number of days of each year (365 or 366, as applicable), on the outstanding principal amount from and including the date of this Note to, but not including, the date the outstanding principal amount is paid in full.

(b) If pursuant to the terms of this Note, Borrower is at any time obligated to pay interest on the principal balance of this Note at a rate in excess of the maximum interest rate permitted by applicable law, the applicable interest rate shall be immediately reduced to such maximum rate and all previous payments in excess of the maximum rate shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder.

(c) After the occurrence of an Event of Default, at Lender’s option, interest shall accrue at a rate per annum equal to the aggregate of 3% plus the rate otherwise applicable (the “Default Rate”), and such rate shall continue to apply whether or not judgment shall be entered on this Note.

(d) Upon request, Lender shall give prompt notice to Borrower of the LIBOR Rate as determined and adjusted herein, which determination shall be conclusive absent manifest error.

(e) Except as otherwise provided, each Interest Period shall commence on the first day of each month and end on the last day of the Interest Period; provided, however, that (i) no Interest Period shall extend beyond Maturity, and (ii) each subsequent Interest Period, to the extent applicable, shall commence automatically and immediately following the end of the preceding Interest Period.

(f) In the event that Lender shall determine that by reason of circumstances affecting the London Interbank Eurodollar market, adequate and reasonable means do not exist for determining the LIBOR Rate or dollar deposits are not available to Lender in the Interbank Eurodollar market with respect to a proposed LIBOR Advance, Lender shall give Borrower notice of such determination and (i) any requested LIBOR Advance shall be made as a Variable Rate Advance, unless Borrower gives Lender two (2) Business Days’ prior notice that its request for such borrowing is canceled; (ii) any advance which was to have been converted to a LIBOR Advance shall be continued as a Variable Rate Advance; and (iii) any outstanding LIBOR Advance shall be converted to a Variable Rate Advance on the last Business Day of the applicable Interest Period. Thereafter, Lender shall have no obligation to make LIBOR Advances or maintain outstanding LIBOR Advances and Borrower shall not have the right to request LIBOR Advances. Lender shall be entitled to fund and maintain its funding of all or any part of any LIBOR Advance in any manner Lender may from time to time deem advisable, Borrower hereby acknowledging that all determinations relating to LIBOR Advances shall be made as if Lender had actually funded and maintained each such LIBOR Advance by the purchase of deposits in an amount similar to the amount of that advance, with a maturity similar to the Interest Period for that advance and bearing interest at LIBOR with respect to that advance.

(g) If Lender shall determine that any applicable law, treaty, regulation, guideline or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful or impossible for Lender to make or maintain any LIBOR Advance, the obligation of Lender hereunder to make or maintain such LIBOR Advance shall terminate and Borrower shall, if any such LIBOR Advance is outstanding, promptly upon request from Lender, prepay such LIBOR Advance or convert such LIBOR Advance to a Variable Rate Advance. If any such payment is made on a day that is not the last Business Day of the then current Interest Period, Borrower shall pay Lender, upon Lender’s request, any amount required under Section 5 hereof.

3. REPAYMENT. On the date hereof, if requested by Lender, Borrower shall pay to Lender interest only in advance for the month in which this Note is dated. Borrower shall repay the outstanding balance of this Note in 81 consecutive monthly payments of principal in the amount set forth on Schedule A hereto plus accrued interest at the applicable interest rate, commencing May 1, 2013 and continuing on the first day of each consecutive month until Maturity, when the remaining unpaid principal and unpaid accrued interest shall be due and payable in full. Interest shall be payable, in arrears, on the first day of each month commencing the month following the date of this Note and on the date the LIBOR Advances are paid in full.

4. APPLICATION; BUSINESS DAY. Borrower shall make all payments on this Note to Lender at its address stated above or at such other place as the holder of this Note may designate. All payments shall be made absolutely net of, without deduction or offset and free and clear of taxes, deductions, charges or withholding of any kind. Lender shall apply all payments received on this Note to any accrued and unpaid interest then due and owing, then to the reduction of principal of this Note, then to other sums due hereunder in such order and in such amounts as Lender may determine from time to time. The sum or sums shown on Lender’s records shall be evidence of the correct unpaid balances of principal and interest on this Note, absent manifest error. If any payment comes due on a day that is not a Business Day, as defined above, Borrower may make the payment on the first Business Day following the payment date and pay the additional interest accrued to the date of payment.

5. PREPAYMENT. This Note may be prepaid in whole or in part at any time without the payment of any prepayment fee.

6. LATE FEE. If any payment due under this Note is unpaid for five (5) Business Days or more, Borrower shall pay, in addition to any other sums due under this Note (and without limiting Lender’s other remedies on account thereof), a late charge in an amount equal to 5% of such unpaid amount.

7. MAINTAIN OPERATING ACCOUNTS. Borrower, or an affiliate of Borrower, shall maintain a business checking account at Lender. Borrower shall deposit all rents and other income received from the Property monthly into said account. Borrower shall also deposit all tenant security deposits in an account or accounts at Lender.

8. EVENTS OF DEFAULT. The happening of any of the following events or occurrence of the following conditions, shall be events of default hereunder (individually, an “Event of Default” and collectively “Events of Default”):

(a) Nonpayment . Nonpayment when due, whether by acceleration or otherwise, of principal of, interest on, or any fee or premium provided for under, this Note.

(b) Default under Related Documents . The occurrence of an “Event of Default”, uncured at the end of any applicable cure period, under any loan agreement, security agreement or other document evidencing or securing this Note (individually, a “Loan Document” and collectively, the “Loan Documents”).

(c) Other Covenants . Default in the observance of any of the covenants or agreements of Borrower set forth herein and the failure of Borrower to cure such default within thirty (30) days after notice thereof from Lender, provided that if such cure cannot reasonably be effectuated within said thirty (30) day period, Borrower shall have such additional time as is reasonably necessary to cure such default so long as Borrower has commenced such cure within said thirty (30) day period and is diligently pursuing such cure.

Upon the occurrence of any Event of Default, Lender shall have the absolute right, at its option and in its sole discretion, to declare immediately due and payable all unpaid amounts of principal and interest on this Note, and all other sums payable at the time of, or as the result of, such declaration under this Note or any other document securing this Note and Borrower shall no longer be permitted to obtain loans hereunder. Lender may, in its sole discretion, exercise alternately or cumulatively any of the remedies available under this Note or any other document securing this Note, or at law or equity. The failure to exercise one or more of such remedies upon the happening of an Event of Default shall not constitute a waiver of the right to exercise the same at any subsequent time in respect of the same Event of Default or any other Event of Default. Neither the acceptance by Lender of any payment hereunder which is less than payment in full of all amounts due and payable at the time of such payment, or any negotiation or discussion with Borrower, shall constitute a waiver of the right to exercise one or more of such remedies at that time or at any subsequent time or nullify any prior exercise of any remedy, except as and to the extent otherwise provided by law.

9. SETOFF. If the unpaid principal amount of this Note, interest accrued on the unpaid principal amount thereof or other amount owing by Borrower under this Note or the other loan documents shall have become due and payable (at maturity, by acceleration or otherwise), Lender will have the right, in addition to all other rights and remedies available to it, without notice to Borrower, to setoff against and to appropriate and apply to such due and payable amounts any obligations owing to, and any other funds held in any manner for the account of, Borrower by Lender or any other direct or indirect subsidiary of First Niagara Financial Group, Inc. (“FNFG”), including, without limitation, all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or in the future maintained by Borrower. Borrower consents to and confirms the foregoing arrangements and confirms the rights of banker’s lien and setoff. Nothing in this Note will be deemed a waiver or prohibition of or restriction on such rights of banker’s lien or setoff.

10. CHANGE OF LAW. If the adoption of, any change in or any change in the interpretation of, any law regulation or guideline applicable to financial institutions by any applicable governmental authority exercising control over Lender or FNFG (a “Governmental Rule”), or the compliance by Lender with the Governmental Rule (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System and regulations of the Securities and Exchange Commission relating to financial instruments), imposes any reserve, deposit, allocation of capital or similar requirement, or any tax (other than taxes on Lender’s income) on Lender or FNFG which reduces the rate of return on Lender’s capital then, and in each such case, Lender may require Borrower to pay the amount necessary to compensate Lender or FNFG for such reduced rate of return. Lender will deliver to Borrower a statement of the justification for the payment(s) and the determination by Lender shall be conclusive absent obvious error and shall be payable by Borrower to Lender upon Lender’s demand. In determining any such amount, Lender may use reasonable averaging and attribution methods.

11. PAYMENT OF FEES AND EXPENSES. Borrower agrees to pay, upon demand, costs of collection of all amounts due under this Note, including, without limitation, principal, interest and fees, or in connection with the enforcement of, or realization on, any security for this Note, including, without limitation, to the extent permitted by applicable law, reasonable attorneys’ fees and expenses.

12. GOVERNING LAW. This Note shall be interpreted and the rights and liabilities of the parties shall be governed by the laws of the State of Connecticut, without regard to principles of the conflict of laws. This Note has been delivered to and accepted by Lender and will be deemed to be made in the State of Connecticut.

13. GENERAL PROVISIONS.

(a) Borrower waives presentment, demand, notice, protest and all other demands and notices in connection with delivery, acceptance, performance or enforcement of this Note.

(b) This Note, together with any related loan and security agreements, guaranties, and documents ancillary thereto contains the entire agreement between Lender and Borrower with respect to the subject matter hereof, and supersedes every course of dealing, other conduct, oral agreement, commitment letter or other correspondence related thereto and representation previously made by Lender.

(c) Borrower agrees that in any legal proceeding, a copy of this Note kept in Lender’s course of business may be admitted into evidence as an original.

(d) This Note is a binding obligation enforceable against Borrower and its permitted successors and assigns and shall inure to the benefit of Lender and its successors and assigns. Borrower may not assign any of its rights or obligations hereunder without the prior written consent of Lender. If a court deems any provision of this Note invalid, the remainder of this Note shall remain in effect.

(e) If there is more than one Borrower, each of them shall be jointly and severally liable for all amounts and obligations which become due under this Note and the term “Borrower” shall include each as well as all of them. Notwithstanding the foregoing or any other provision of this Note or other Loan Documents to the contrary, the execution of this Note shall impose no personal liability on the Borrower or any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of Borrower or any person owning, directly or indirectly, any legal or beneficial interest in Borrower, or any successors or assigns of any of the foregoing (the “ Exculpated Parties ”) for payment of the indebtedness evidenced hereby or secured by the Mortgage. Bank shall look only to the Property and to the rents, issues and profits thereof, and other collateral identified in the Mortgage and the other Loan Documents, and upon an Event of a Default will not seek any deficiency or personal judgment against Borrower or any of the Exculpated Parties, except such judgment or decree as may be necessary to foreclose and bar Borrower’s interests in the Property. Notwithstanding the foregoing, Borrower shall remain personally liable for all expenses, damages, losses and costs (including, without limitation, reasonable attorney’s fees) incurred by Lender in connection with:

(i) fraud or gross negligence on behalf of or by Borrower in connection with Borrower’s application for or obtaining the Loan or in the performance of Borrower’s obligations thereunder;

(ii) obtaining and using insurance loss or condemnation proceeds other than as provided for in the Mortgage;

(iii) misappropriation of rents or security deposits from the Property while an Event of Default is continuing;

(iv) intentional physical waste of the Property on behalf of or by Borrower;

(v) Borrower’s breach of the warranties, covenants and representations made under the Environmental Compliance And Indemnity Agreement between Borrower and Lender dated January 27, 2010; and

(vi) failure to pay any taxes, assessments or other charges with respect to the Property.

(f) Borrower shall furnish to Bank the following financial information, in each instance prepared in accordance with generally accepted accounting principles consistently applied: (i) not later than one hundred twenty (120) days after the end of each fiscal year, financial information of Borrower including, without limitation, an operating statement, a cash flow statement and a balance sheet and any other information reasonably requested by Lender, prepared by Borrower’s chief financial officer or if Borrower has no such officer, the chief financial officer of Borrower’s manager; and (ii) such other information respecting the operations of Borrower and/or the Property as Lender may from time to time reasonably request. Borrower shall furnish to Lender, with the financial information described herein, a compliance certificate signed by Borrower’s manager certifying that: (i) all representations and warranties of Borrower set forth in this Note or any other Loan Document remain true and correct as of the date of such compliance certificate; (ii) none of the covenants of Borrower contained in this Note or any other Loan Document has been breached; and (iii) to its knowledge, no event has occurred which constitutes an Event of Default (or which, with the giving of notice or the passage of time, or both, would constitute an Event of Default) under this Note or any other Loan Document. In addition, Borrower shall promptly notify Lender of the occurrence of any default, Event of Default, adverse litigation or material adverse change in its financial condition.

(g) If payment of this Note is secured by collateral, the collateral is specified in the collateral records of Lender.

(h) No failure by the holder hereof to exercise, and no delay in exercising, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by such holder of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies of the holder hereof as herein specified are cumulative and not exclusive of any other rights or remedies which such holder may otherwise have.

(i) All notices, demands, or other communications hereunder must be in writing and will be effective when delivered or mailed to the address set forth herein or such other address as provided by such party via overnight delivery service or personal service or, if mailed, three (3) days after deposit, postage prepaid, in an official depository maintained by the United States Post Office.

(j) Borrower agrees to indemnify Lender and its affiliates and their respective officers, directors and employees (collectively, “Indemnitees”) and hereby holds Indemnitees harmless against all liabilities, claims, actions, suits, proceedings, penalties, costs, expenses, brokerage or other fees (including, without limitation, reasonable legal fees and expenses), losses, damages and liabilities of any kind or nature including in tort, penalties and interest, which Lender may incur in any manner other than Lender’s own negligence or willful misconduct, by reason of any matter relating, directly or indirectly, to this Note and the related Loan Documents. This indemnity shall survive the termination of this Note.

(k) To the fullest extent permitted by applicable law, Borrower shall not assert, and hereby waives any claim against Lender, on any theory of liability, for special, indirect, consequential or punitive damages (but excluding direct or actual damages) arising out of, in connection with or as a result of, this Note, any related loan documents, the transactions contemplated hereby or thereby or any loan or the use of the proceeds.

(l) USA Patriot Act. Lender hereby notifies Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56), Lender is required to obtain, verify and record information that identifies Borrower, which information includes the name and address of Borrower and other information that will allow Lender to identify Borrower in accordance with the USA Patriot Act.

14. JURISDICTION AND VENUE. BORROWER KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY (A) CONSENTS IN EACH ACTION AND OTHER LEGAL PROCEEDING COMMENCED BY LENDER AND ARISING OUT OF OR OTHERWISE RELATING TO THIS NOTE OR ANY COLLATERAL RELATED HERETO TO THE JURISDICTION OF ANY COURT THAT IS EITHER A COURT OF RECORD OF THE STATE OF CONNECTICUT OR A COURT OF THE UNITED STATES LOCATED IN THE STATE OF CONNECTICUT, AND (B) WAIVES EACH OBJECTION TO THE LAYING OF VENUE OF ANY SUCH ACTION OR OTHER LEGAL PROCEEDING.

15. WAIVER OF JURY TRIAL. BORROWER KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES EACH RIGHT BORROWER MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO, AND IN, ANY ACTION OR OTHER LEGAL PROCEEDING OF ANY NATURE, RELATING TO (A) THIS NOTE, ANY RELATED LOAN DOCUMENT OR ANY COLLATERAL RELATED HERETO, (B) ANY TRANSACTION CONTEMPLATED BY ANY SUCH DOCUMENTS OR (C) ANY NEGOTIATION, PERFORMANCE OR ENFORCEMENT OF THIS NOTE, OR ANY COLLATERAL RELATED HERETO. BORROWER ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL AS NECESSARY AND APPROPRIATE.

16. PREJUDGMENT REMEDY WAIVER. BORROWER HEREBY REPRESENTS, COVENANTS AND AGREES THAT THE PROCEEDS OF THE LOAN SHALL BE USED FOR GENERAL COMMERCIAL PURPOSES AND THAT THE LOAN IS A “COMMERCIAL TRANSACTION” AS DEFINED BY THE STATUTES OF THE STATE OF CONNECTICUT. BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND PRIOR COURT HEARING OR COURT ORDER UNDER CONNECTICUT GENERAL STATUTES, SECTIONS 52-278a ET SEQ ., AS AMENDED, OR UNDER

ANY OTHER STATE OR FEDERAL LAW WITH RESPECT TO ANY AND ALL PREJUDGMENT REMEDIES LENDER MAY EMPLOY TO ENFORCE ITS RIGHTS AND REMEDIES HEREUNDER. MORE SPECIFICALLY, BORROWER ACKNOWLEDGES THAT LENDER’S ATTORNEY MAY, PURSUANT TO CONNECTICUT GENERAL STATUTES, SECTION 52-278f, ISSUE A WRIT FOR A PREJUDGMENT REMEDY WITHOUT SECURING A COURT ORDER. BORROWER ACKNOWLEDGES AND RESERVES ITS RIGHT TO NOTICE AND A HEARING SUBSEQUENT TO THE ISSUANCE OF A WRIT FOR PREJUDGMENT REMEDY BY LENDER’S ATTORNEY, AND LENDER ACKNOWLEDGES BORROWER’S RIGHT TO SAID HEARING SUBSEQUENT TO THE ISSUANCE OF SAID WRIT. BORROWER FURTHER HEREBY WAIVES ANY REQUIREMENT OR OBLIGATION OF LENDER TO POST A BOND OR OTHER SECURITY IN CONNECTION WITH ANY PREJUDGMENT REMEDY OBTAINED BY LENDER AND WAIVES ANY OBJECTIONS TO ANY PREJUDGMENT REMEDY OBTAINED BY LENDER BASED ON ANY OFFSETS, CLAIMS, DEFENSES OR COUNTERCLAIMS OF BORROWER OR ANY OTHER OBLIGATED PARTY TO ANY ACTION BROUGHT BY LENDER. BORROWER ACKNOWLEDGES AND AGREES THAT ALL OF THE WAIVERS CONTAINED IN THIS SECTION HAVE BEEN MADE KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND INTELLIGENTLY, AND WITH THE ADVICE OF ITS COUNSEL.

[ The Remainder of this Page has been Intentionally Left Blank ]

RIVERBEND CROSSINGS III HOLDINGS LLC


By:	Riverbend Lehigh Valley Holdings I LLC
	Its Sole Member


	By:	Griffin Land & Nurseries, Inc.
		Its Sole Member


		By:	/s/ Michael Gamzon
			Name: Michael Gamzon
			Title: President

Signature Page to Restated Note

SCHEDULE A

Amortization Schedule

Payment Date	Balance Prior to Payment	Principal Payment Amount

May 1, 2013	4,025,384.26	9,160.22
June 1, 2013	4,016,224.04	9,160.22
July 1, 2013	4,007,063.82	9,160.22
August 1, 2013	3,997,903.60	9,160.22
September 1, 2013	3,988,743.38	9,160.22
October 1, 2013	3,979,583.16	9,160.22
November 1, 2013	3,970,422.94	9,160.22
December 1, 2013	3,961,262.72	9,160.22
January 1, 2014	3,952,102.50	9,160.22
February 1, 2014	3,942,942.28	9,546.97
March 1, 2014	3,933,395.31	9,546.97
April 1, 2014	3,923,848.34	9,546.97
May 1, 2014	3,914,301.37	9,546.97
June 1, 2014	3,904,754.40	9,546.97
July 1, 2014	3,895,207.43	9,546.97
August 1, 2014	3,885,660.46	9,546.97
September 1, 2014	3,876,113.49	9,546.97
October 1, 2014	3,866,566.52	9,546.97
November 1, 2014	3,857,019.55	9,546.97
December 1, 2014	3,847,472.58	9,546.97
January 1, 2015	3,837,925.61	9,546.97
February 1, 2015	3,828,378.64	9,933.39
March 1, 2015	3,818,445.25	9,933.39
April 1, 2015	3,808,511.86	9,933.39
May 1, 2015	3,798,578.47	9,933.39
June 1, 2015	3,788,645.08	9,933.39
July 1, 2015	3,778,711.69	9,933.39
August 1, 2015	3,768,778.30	9,933.39
September 1, 2015	3,758,844.91	9,933.39
October 1, 2015	3,748,911.52	9,933.39
November 1, 2015	3,738,978.13	9,933.39
December 1, 2015	3,729,044.74	9,933.39
January 1, 2016	3,719,111.35	9,933.39
February 1, 2016	3,709,177.96	10,300.76
March 1, 2016	3,698,877.20	10,300.76
April 1, 2016	3,688,576.44	10,300.76
May 1, 2016	3,678,275.68	10,300.76
June 1, 2016	3,667,974.92	10,300.76
July 1, 2016	3,657,674.16	10,300.76
August 1, 2016	3,647,373.40	10,300.76
September 1, 2016	3,637,072.64	10,300.76
October 1, 2016	3,626,771.88	10,300.76
November 1, 2016	3,616,471.12	10,300.76
December 1, 2016	3,606,170.36	10,300.76
January 1, 2017	3,595,869.60	10,300.76
February 1, 2017	3,585,568.84	10,752.40
March 1, 2017	3,574,816.44	10,752.40
April 1, 2017	3,564,064.04	10,752.40
May 1, 2017	3,553,311.64	10,752.40
June 1, 2017	3,542,559.24	10,752.40
July 1, 2017	3,531,806.84	10,752.40

August 1, 2017	3,521,054.44	10,752.40
September 1, 2017	3,510,302.04	10,752.40
October 1, 2017	3,499,549.64	10,752.40
November 1, 2017	3,488,797.24	10,752.40
December 1, 2017	3,478,044.84	10,752.40
January 1, 2018	3,467,292.44	10,752.40
February 1, 2018	3,456,540.04	11,187.62
March 1, 2018	3,445,352.42	11,187.62
April 1, 2018	3,434,164.80	11,187.62
May 1, 2018	3,422,977.18	11,187.62
June 1, 2018	3,411,789.56	11,187.62
July 1, 2018	3,400,601.94	11,187.62
August 1, 2018	3,389,414.32	11,187.62
September 1, 2018	3,378,226.70	11,187.62
October 1, 2018	3,367,039.08	11,187.62
November 1, 2018	3,355,851.46	11,187.62
December 1, 2018	3,344,663.84	11,187.62
January 1, 2019	3,333,476.22	11,187.62
February 1, 2019	3,322,288.60	11,640.55
March 1, 2019	3,310,648.05	11,640.55
April 1, 2019	3,299,007.50	11,640.55
May 1, 2019	3,287,366.95	11,640.55
June 1, 2019	3,275,726.40	11,640.55
July 1, 2019	3,264,085.85	11,640.55
August 1, 2019	3,252,445.30	11,640.55
September 1, 2019	3,240,804.75	11,640.55
October 1, 2019	3,229,164.20	11,640.55
November 1, 2019	3,217,523.65	11,640.55
December 1, 2019	3,205,883.10	11,640.55
January 1, 2020	3,194,242.55	11,640.55
January 27, 2020	3,182,602.00	3,182,602.00

Exhibit 10.51

WEBSTER BANK, N.A.

REVOLVING LINE OF CREDIT LOAN AGREEMENT

April 24, 2013

THIS REVOLVING LINE OF CREDIT LOAN AGREEMENT (this “Agreement”), made as of the above date, by and between GRIFFIN LAND & NURSERIES, INC., a Delaware corporation, having an address at One Rockefeller Plaza, Suite 2301, New York, New York 10020 (“Borrower”), and WEBSTER BANK, N .A., a national banking association, with an address at CityPlace II — 185 Asylum Street, Hartford, Connecticut 06103 (the “Bank”).

Borrower and the Bank agree as follows:

l. The Credit Loan . In reliance on the representations and warranties contained herein, and upon the fulfillment of all conditions set forth herein, the Bank agrees to make advances (each an “Advance”; collectively, the “Advances”) to Borrower at any time and from time to time on or after the date hereof to and including the Maturity Date (as hereinafter defined) or the Extended Maturity Date (as hereinafter defined), as the case may be, pursuant to that certain Revolving Line of Credit Note, dated the date hereof (the “Note”), made by Borrower in favor of the Bank, provided that the aggregate unpaid principal amount of the Advances shall not exceed Twelve Million Five Hundred Thousand and 00/100 Dollars ($12,500,000.00) (the “Credit Loan”). Notwithstanding anything contained herein to the contrary, no Advance shall be made if at any time there is an Event of Default (hereinafter defined) or any event has occurred which with the passage of time or the giving of notice, or both, would constitute an Event of Default. All Advances made to Borrower hereunder shall be payable in full upon demand of the Bank on the Maturity Date or the Extended Maturity Date, as the case may be. The Credit Loan is subject to the terms and conditions of this Agreement and the Note. Each Advance made by the Bank hereunder and each payment of principal or interest under the Note shall be noted by the Bank on its records provided that any failure to record any such information on such records shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Agreement or the Note. Borrower hereby agrees to repay the outstanding Advances under the Credit Loan together with interest thereon as set forth in Section 2 herein. Proceeds of the Credit Loan are to be used to fund working capital for Borrower, including without limitation, pre-development costs, acquisitions, tenant improvement work and other related capital costs, funding issuance of letters of credit and for other general business purposes of Borrower’s businesses.

2. Definitions . All capitalized terms used in this Agreement, or in any certificate, report or other document, instrument or agreement executed or delivered pursuant hereto and thereto (unless otherwise indicated therein) shall have the meanings ascribed to such terms below.

“Applicable Interest Rate” shall mean the One Month LIBOR Rate (as hereinafter defined) plus 275 basis points per annum, or the Daily Rate (as hereinafter defined) plus 275 basis points per annum, as elected by Borrower.

“Breakage Costs” means, for all One Month LIBOR borrowings, an amount equal to all costs Bank sustains in breaking or unwinding any Advance at the LIBOR Rate, and all expenses that Bank sustains or incurs as a result of prepayment or receipt of principal with respect to a loan bearing interest at the LIBOR Rate on a day other than the last day of the then current Interest Period.

“Business Day” shall mean any day other than a Saturday, Sunday or day which shall be in the State of Connecticut a legal holiday or day on which banking institutions are required or authorized to close. If any payment becomes due on a day which is not a Business Day, the due date of the payment shall be extended to the next succeeding Business Day, and such extension of time shall be included in computing interest and fees in connection with such payment.

“Daily Rate” shall mean the variable per annum rate of interest equal to the “One Month LIBOR” as published in the Money Rates Section of the Wall Street Journal or any equivalent section of that newspaper.

“Interest Period” (except as to Daily Rate borrowings) means one (1) month, provided, however, that:

(i) if any Interest Period would otherwise end on a day that is not a Business Day, that Interest Period shall be extended to the next succeeding Business Day;

(ii) any Interest Period that would otherwise extend beyond the Maturity Date shall end on the Maturity Date.

“One Month LIBOR Rate” shall mean the variable per annum rate of interest equal to the “One Month LIBOR” as published in the Money Rates Section of the Wall Street Journal or any equivalent section of that newspaper.

“LIBOR Rate” shall mean either the One Month LIBOR Rate or the Daily Rate, as elected by Borrower. If Borrower fails to elect either the One Month LIBOR Rate or the Daily Rate, the One Month LIBOR Rate shall apply. Bank shall not be required to notify Borrower of any adjustments in any interest rate payable hereunder. Each change in the interest rate hereunder resulting from a change in the LIBOR Rate shall become effective as of the opening of business on the day on which such change in the LIBOR Rate is announced. In no event shall the Applicable Interest Rate exceed the maximum rate permitted by applicable law. Any payments in excess of such maximum rate permitted by applicable law shall be deemed a prepayment of outstanding Advances under the Credit Loan, to be applied in accordance with this Agreement. If Bank reasonably determines (which reasonable determination shall be conclusive and binding upon Borrower) that the LIBOR Rate is not published in the Wall Street Journal or that it is unlawful to maintain or fund LIBOR Rate loans, then (x) Bank shall give facsimile notice of such determination to Borrower at least one day prior to the commencement date of such Interest Period, and (y) the Applicable Interest Rate shall become a comparable rate of interest determined by Bank in its sole discretion.

“Maturity Date” has the meaning set forth in Section 3(A)(ii) hereof.

“Mortgages” shall mean those two (2) Open End Mortgage Deed and Security Agreements granted by Borrower to Bank in connection with this Credit Loan on properties located in the Towns of Windsor and Bloomfield, Connecticut.

3. Interest Rate and Payments .

A. During the initial term (the “Initial Term”) :

(i) Commencing May 1, 2013 and on the first day of each calendar month thereafter up to and including May 1, 2015, Borrower shall make monthly payments of interest only on any Advances outstanding under the Credit Loan, calculated at the Applicable Interest Rate (hereinafter defined), as well as any other sums that may be due pursuant to the Note, this Agreement or the Mortgages. Said payments, as and when received by the Bank, shall be applied by it first, to the payment of any late charges due hereunder; second, to the payment of interest computed at the Applicable Interest Rate; and the balance, if any, toward the satisfaction of the outstanding Advances under the Credit Loan; and

(ii) The entire outstanding Advances under the Credit Loan, together with all interest accrued and unpaid thereon calculated at the Applicable Interest Rate and all other sums due under the Note, this Agreement, the Mortgages or any other document executed and delivered by Borrower to the Bank in connection with the Credit Loan (collectively, the “Other Security Documents”), shall be due and payable on May 1, 2015 (the “Maturity Date”), unless extended in accordance with Section 6 hereof, or sooner as provided herein.

B. If the Credit Loan is extended for one (1) additional period of one (1) year (the “Extended Term”) in accordance with Section 6 hereof :

(i) Commencing May 1, 2015 and on the first day of each calendar month of the Extended Term up to and including May 1, 2016, Borrower shall make monthly payments of interest only on any Advances outstanding under the Credit Loan, calculated at the Applicable Interest Rate, as well as any other sums that may be due pursuant to the Note, this Agreement or the Mortgages. Said payments, as and when received by the Bank, shall be applied by it first, to the payment of any late charges due hereunder; second, to the payment of interest computed at the Applicable Interest Rate; and the balance, if any, toward the satisfaction of the outstanding Advances under the Credit Loan; and

(ii) The entire outstanding Advances under the Credit Loan, together with all interest accrued and unpaid thereon calculated at the Applicable Interest Rate and all other sums due under the Note, this Agreement, the Mortgages or the Other Security Documents shall be due and payable on May 1, 2016 (the “Extended Maturity Date”) or sooner as provided herein.

C. Interest shall be calculated on the basis of the actual number of days elapsed in a 360 day year.

4. Prepayments . Borrower shall have the right to prepay outstanding Advances under the Credit Loan in whole at any time or in part from time to time, upon payment of any Breakage Costs (as defined in Section 2 above) without premium or penalty and principal amounts repaid may be re-borrowed, in whole or in part, up to the Credit Loan and subject to

the terms of this Agreement. Prepayments shall be applied first, to the payment of any late charges due hereunder; second, to the payment of interest computed at the Applicable Interest Rate; and the balance, if any, toward the outstanding principal balance of the Advances in the inverse order of their date of advancement. Prepayments shall not affect the duty of Borrower to pay interest when due or change the amount of such interest payments and shall not affect or impair the right of the Bank to pursue all remedies available to the Bank under this Agreement, the Note, the Mortgages or the Other Security Documents.

5. Notice of Borrowing . Borrower shall give the Bank two (2) Business Days’ prior notice of its request for an Advance under the Credit Loan and shall deliver to the Bank with respect thereto a written request (a “Request”). Each Request shall constitute a representation and warranty by Borrower that (i) no default or Event of Default or event which with the passing of time or the giving of notice, or both, would constitute a default has occurred and (ii) the representations and warranties of Borrower under this Agreement shall be deemed true and correct as of the effective date of such Advance unless otherwise disclosed to the Bank in writing prior thereto. If any day on which an Advance is to be made is a day on which banks in the Hartford, Connecticut area are permitted to close, such Advance will be made on the next succeeding Business Day.

6. Fees . Upon execution of this Agreement, Borrower shall pay a fee of 1/2 of one percent (0.50%) of the maximum face amount of the Credit Loan. Borrower shall pay on each anniversary of the date hereof the following fee: (i) 1/8th of one percent (0.125%) of the average undrawn portion of the Credit Loan, if the average outstanding Advances of the Credit Loan, calculated on a twelve (12) month basis for the preceding twelve (12) months, are equal to or less than one hundred percent (100%) of the Credit Loan. In addition, Borrower shall pay a fee of 1/4 of one percent (0.25%) of maximum face amount of the Credit Loan if Borrower exercises the Extension Option as more fully addressed in Section 8 below contained herein. Borrower hereby acknowledges and agrees that the Bank is authorized to pay itself the foregoing fees on the dates specified herein.

7. Letters of Credit . During the term of this Credit Loan, at the request of Borrower, Bank may issue standby letters of credit with a maturity not to extend beyond the Maturity Date, or the Extended Maturity Date, once it has been exercised, the repayment of which shall be secured by the Mortgages and Other Security Documents. In calculating the amount available for Advances under this Credit Loan, the amount of any outstanding letters of credit, including amounts drawn on any letters of credit and not yet reimbursed, shall be deducted from the amount available, which obligation shall include without limitation, that certain letter of credit in favor of Lower Nazareth Township issued by Bank on April 16, 2013. Any sums drawn on any letters of credit shall be deemed to be Advances under this Loan Agreement, and shall be repaid by Borrower in accordance with the terms and conditions of the Note and this Agreement. Fees will be payable for issuance of letters of credit in accordance with Bank’s fee schedule for issuance of letters of credit.

8. Extension Option . The Credit Loan shall expire on the Maturity Date. Notwithstanding the foregoing, Borrower shall have the option to extend the Credit Loan for one (1) additional period of one (1) year (the “Extension Option”), but only if (a) no default exists under this Agreement, the Note, the Mortgages or the Other Security Documents at the time the Extension Notice (as hereinafter defined) is given, and on the Maturity Date, (b) in order to elect the Extension Option, Borrower so elects by written notice (the “Extension Notice”) to the Bank delivered in accordance with the requirements of this Agreement not

later than thirty (30) nor earlier than ninety (90) days prior to the Maturity Date, (c) Borrower shall execute all documents the Bank determines are reasonably necessary to extend the Credit Loan, (d) Borrower shall obtain and deliver to the Bank, all at the sole cost and expense of Borrower, an updated title report for the Property, together with a “date down” title insurance endorsement insuring the security interest of the Mortgages as a first lien on the Property, (e) there shall be no material adverse change in the Property or the financial condition of Borrower, in each instance determined by the Bank in its sole discretion, and (f) Borrower shall pay all costs and expenses incurred in connection with such extension, including, but not limited to, the Bank’s attorneys’ fees and disbursements, title charges and recording fees, and an extension fee of 1/4 of one percent (0.25%) of the then maximum face amount of the Credit Loan, payable upon Bank’s confirmation that Borrower’s exercise of the Extension Option has been accepted.

9. Security . The Credit Loan, together with interest thereon and all other charges and amounts payable by, and all other obligations of Borrower to the Bank, with respect to the Property (as hereinafter defined), whenever incurred, direct or indirect, absolute or contingent shall be secured by the following “Security” which Borrower agrees to provide and maintain:

(a) Windsor Mortgage . A first priority Open-End Mortgage and Security Agreement, given by Borrower in favor of the Bank, dated the date hereof (the “Windsor Mortgage”), on Borrower’s right, title and interest in and to (i) Borrower’s fee estate in certain property located at 21-25 Griffin Road North, Windsor, Connecticut, as more particularly described therein (the “Windsor Property”), (ii) all land, improvements, furniture, fixtures, equipment, and other assets (including, without limitation, contracts, contract rights, accounts, licenses and permits and general intangibles), including all after-acquired property, owned, or in which Borrower has or obtains any interest, in connection with the Windsor Property, (iii) all insurance proceeds and other proceeds therefrom, and (iv) all other assets of Borrower whether now owned or hereafter acquired and located at and used exclusively at the Windsor Property as specified in the Windsor Mortgage.

(b) Bloomfield Mortgage . A first priority Open-End Mortgage and Security Agreement, given by Borrower in favor of the Bank, dated the date hereof (the “Bloomfield Mortgage”; the Windsor Mortgage and the Bloomfield Mortgage shall collectively be referred to herein as the “Mortgages”), on Borrower’s right, title and interest in and to (i) Borrower’s fee estate in certain property located at 310-340 West Newberry Road, Bloomfield, 204-206 West Newberry Road, Bloomfield, 29-35 Griffin Road South and 210 West Newberry Road, Bloomfield, and 55 Griffin Road South, Bloomfield, as more particularly described therein (collectively, the “Bloomfield Property”; the Windsor Property and the Bloomfield Property shall be collectively referred to herein as the “Property”), (ii) all land, improvements, furniture, fixtures, equipment, and other assets (including, without limitation, contracts, contract rights, accounts, licenses and permits and general intangibles), including all after-acquired property, owned, or in which Borrower has or obtains any interest, in connection with the Bloomfield Property, (iii) all insurance proceeds and other proceeds therefrom, and (iv) all other assets of Borrower whether now owned or hereafter acquired and located at and used exclusively at the Bloomfield Property as specified in the Bloomfield Mortgage, but excluding general business assets of Borrower used at its office in the building known as 204 West Newberry Road.

(c) Assignment of Leases and Rents-Windsor Property . A first priority collateral assignment of leases and rents, with respect to all leases, subleases and occupancy rights of the Windsor Property and all income and profits to be derived from the operation and leasing of the Windsor Property.

(d) Assignment of Leases and Rents-Bloomfield Property . A first priority collateral assignment of leases and rents, with respect to all leases, subleases and occupancy rights of the Bloomfield Property and all income and profits to be derived from the operation and leasing of the Bloomfield Property.

(e) Environmental Indemnification Agreement . An environmental indemnification agreement with respect to environmental matters from Borrower.

(f) Assignment of Contracts and Permits . A collateral assignment of all contracts, including, but not limited to, development contracts, operating agreements, licenses, insurance proceeds, management agreements, and other agreements and plans, specifications and permits affecting the Property from Borrower.

(g) Financing Statements . Uniform Commercial Code Financing Statements in favor of the Bank giving notice of a security interest, which Financing Statements are to be filed in the appropriate public records on or about the date hereof.

10. Representations and Warranties . Borrower makes the following representations and warranties, all of which shall be deemed to be continuing representations and warranties so long as any part of the Credit Loan is unpaid or as otherwise specifically provided herein below:

(a) Good Standing and Authority . Borrower is corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware, authorized to do business in the State of Connecticut. Borrower has the power and authority to transact the business in which it is engaged; is duly licensed or qualified and in good standing in each jurisdiction in which the conduct of its business or ownership of property requires such licensing or such qualification; and has all necessary power and authority to enter into this Agreement and to execute, deliver and perform this Agreement, the Note, the Mortgages and the Other Security Documents, all of which have been duly authorized by all proper and necessary corporate and shareholder action, as appropriate. The execution and delivery of this Agreement, the Note, the Mortgages and the Other Security Documents is not and will not be in violation of any agreement to which Borrower is a party. No consent of any kind is required for Borrower to enter into or perform this Agreement or to execute and deliver the Note.

(b) Financial Condition . Borrower has furnished to the Bank its most current financial statements, which fairly represent the results of the operations and transactions of Borrower and the Property as of the dates and for the period referred to therein, and have been prepared in accordance with generally accepted accounting principles consistently applied (“GAAP”) during each interval involved and from interval to interval. As of the date hereof, there have not been any materially adverse changes in the condition of the Property or in the financial condition of Borrower which have a material adverse impact on Borrower’s ability to perform its obligations with respect to the Credit Loan.

(c) Taxes . Borrower has duly filed all consolidated federal and other tax returns required to be filed and has duly paid all taxes required by such returns. Borrower has not received any notice from the Internal Revenue Service or any other taxing authority proposing additional unpaid taxes, except as otherwise disclosed to the Bank.

(d) Litigation . There are not any actions, suits, proceedings or investigations pending or, to the knowledge of Borrower, threatened against Borrower or any basis therefor, which, if adversely determined, would, in any case or in the aggregate, adversely affect the Property, assets, financial condition or business of Borrower or impair the right of Borrower to carry on its operations, substantially as now conducted.

(e) Environmental Laws . Borrower has performed all of its obligations under, has obtained all necessary approvals, permits, authorization or other consents required by, and is not in material violation of, any applicable local, state or federal health or environmental law, ordinance, rule, regulation or order.

(f) No Event of Default . No Event of Default has occurred and no event has occurred which with the giving of notice or lapse of time or both would constitute an Event of Default.

(g) Use of Proceeds . Borrower shall not use any part of the proceeds of the Credit Loan to purchase or carry any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System or to extend credit to others for the purpose of purchasing or carrying any margin stock.

(h) Valid and Binding . This Agreement, the Note, the Mortgages and the Other Security Documents constitute legal, valid and binding obligations of Borrower, and each constitute legal, valid and binding obligations of the parties thereto, enforceable in accordance with the respective terms thereof subject to bankruptcy, insolvency and similar laws of general application affecting the rights and remedies of creditors and, with respect to the availability of the remedies of specific enforcement, subject to the discretion of the court before which any proceeding therefor may be brought.

11. Affirmative Covenants . So long as any part of the Credit Loan is unpaid, Borrower shall:

(a) Net Operating Income . Maintain net operating income of the Property (excluding depreciation and amortization), equal to or greater than one hundred twenty-five percent (125%) of the interest due on the Credit Loan (calculated as if the Credit Loan was fully advanced), subject to certain adjustments as to the amount of the Credit Loan, as the case may be, in accordance with the terms and conditions of Section 17 hereof.

(b) Loan to Value Ratio . Maintain a maximum ratio of the amount of the Credit Loan to the appraised value of the Property of not more than sixty-five percent (65%).

(c) Minimum Net Worth/Total Shareholder’s Equity . Maintain total shareholder’s equity and minimum net worth of not less than Eighty Million ($80,000,000) Dollars.

(d) Current Liquidity . Maintain a ratio of current assets (excluding inventories) to current liabilities of at least 1.0:1.0; provided that adjustments shall be made in the computation of such ratio to exclude from current liabilities amounts for deferred revenues, accounts payable and accrued liabilities related to inventories, accounts payable and accrued liabilities related to construction and/or development of real estate assets and principal and interest due on the current portion of long term debt.

(e) Total Debt Plus Preferred Stock Ratio .Maintain a ratio of total debt, plus preferred stock, to total assets not to exceed fifty (50%) percent of the total fair market value of Borrower’s assets.

(f) Future Financial Statements . Furnish to the Bank all financial statements and other information, books and records as required in accordance with the terms and conditions of Section 12 of the Mortgages.

(g) Taxes . Promptly pay and discharge all of its taxes, assessments and other governmental charges (including any charged or assessed on the issuance of this Agreement) prior to the date on which penalties are attached thereto, establish adequate reserves for the payment of taxes and assessments and make all required withholding and other tax deposits; provided however, that Borrower may dispute or appeal any such charges in good faith in accordance with applicable law, provided that Borrower pays all sums required by statute during the pendency of any such proceeding and provided that no foreclosure or enforcement action which jeopardizes Bank’s security is commenced.

(h) Insurance . As required in accordance with the terms and conditions of the Mortgages, keep all of the Property so insurable insured at all times with responsible insurance carriers against fire, theft and other risks, in coverage, form and amount satisfactory to the Bank.

(i) Litigation . Promptly notify the Bank in writing as soon as Borrower has knowledge thereof, of the institution or filing of any litigation, or governmental or regulatory proceeding against, or investigation of, Borrower: a) the outcome of which may materially and adversely affect the finances or operations of Borrower, or Borrower’s ability to fulfill its obligations hereunder, or which involves more than $500,000.00, unless fully covered by insurance; or b) which questions the validity of this Agreement, the Note, the Mortgages or the Other Security Documents, or any action taken pursuant thereto; and furnish or cause to be furnished to the Bank such information regarding any such matter as the Bank may request.

(j) Good Standing; Business . Maintain its corporate existence in good standing and remain or become duly licensed or qualified and in good standing in each jurisdiction in which the conduct of its business or ownership of its property requires such qualification or licensing; and engage only in the business conducted by it on the date of this Agreement.

(k) Operating Accounts . Move to and maintain its cash management and depository functions at Bank.

The covenants contained in Subsections (a) through (e) hereof shall be tested annually as of the end of Borrower’s fiscal year and Borrower shall submit all documentation

reasonably necessary for the Bank to make its determination as to compliance to Bank. If Borrower is not in compliance with any of the covenants contained in Subsections (a) through (e) hereof as of the date of testing of such covenant, and fails to cure such breach within ninety (90) days after written notice from Lender, such breach shall constitute an Event of Default.

12. Negative Covenants . So long as any part of the Credit Loan is unpaid, Borrower shall not:

(a) Negative Pledge . Borrower shall not guaranty any loan facilities, other than guarantys for the benefit of its subsidiaries, during the Credit Loan without prior written consent of the Bank. Borrower further agrees not to grant any blanket lien on all or substantially all of its assets to any other lender. Notwithstanding the foregoing, Borrower may take on additional indebtedness unrelated to the Property and secured by other properties or groups of properties not encumbered by this Loan without the prior written consent of the Bank; provided Borrower is not in default under the Note, this Agreement, the Mortgages or the Other Security Documents at the time of the initial closing for such indebtedness. If Borrower is in default under this Agreement, the Mortgages or the Other Security Documents, the Bank’s prior written consent shall be required, which consent can be withheld for any reason or no reason. Borrower’s breach of the foregoing covenant shall constitute an Event of Default of this Agreement.

(b) Encumbrances . Create, incur, assume or suffer to exist any Mortgages, lien, security interest, pledge or other encumbrance on the Property, except in favor of the Bank, without Bank’s prior written consent, which may be granted of withheld in Bank’s sole discretion.

(c) Sale of the Property . Convey, sell, transfer, lease (except as otherwise permitted in accordance with the terms of Section 13(h) of the Mortgages), or sell and lease-back all or any substantial portion of the Property or Borrower’s business to any other person, firm or corporation except in the ordinary course of business.

13. Event of Default . The term “Event of Default” as used herein shall mean an Event of Default as defined in the Mortgages.

14. Remedies . Upon the happening of one or more Events of Default which continues beyond any applicable notice, grace or cure periods, the Note shall become immediately due and payable, without presentation, demand or notice of any kind to Borrower, and the Bank may pursue any and all remedies provided for hereunder, or under the Note, the Mortgages or any one or more of the Other Security Documents.

15. Default Rate . Upon the occurrence of an Event of Default which continues beyond any applicable notice, grace or cure periods, the Bank shall be entitled to receive and Borrower shall pay interest on the entire unpaid principal balance of the Note at a rate that is the lesser of five percent (5%) per annum over the Applicable Interest rate, or the maximum rate permitted by applicable law (the “Default Rate”). The Default Rate shall be computed from the occurrence of the Event of Default until the earlier of (i) the date upon which the Event of Default is cured or (ii) the date upon which the outstanding Advances are paid in full. Interest calculated at the Default Rate shall be added to the balance of the outstanding Advances, and shall be deemed secured by the Mortgages.

16. Late Payment Charge . If any monthly installment of principal and interest (but not including the principal due at maturity) is not paid on or prior to the tenth (10th) day after the date on which it is due, Borrower shall pay to the Bank upon demand an amount equal to the lesser of five percent (5%) of such unpaid portion of the outstanding monthly installment of principal and interest then due or the maximum amount permitted by applicable law, to defray the expense incurred by the Bank in handling and processing such delinquent payment and to compensate the Bank for the loss of the use of such delinquent payment, and such amount shall be secured by the Mortgages and the Other Security Documents.

17. Termination Right; Continuation of Obligation . Borrower shall have the right at any time and from time to time upon at least five (5) Business Days’ prior written notice to the Bank to (i) elect to terminate the Credit Loan and pay the entire outstanding Advances under the Credit Loan, together with all interest accrued and unpaid thereon calculated at the Applicable Interest Rate and all other sums due under the Note, this Agreement, the Mortgages or the Other Security Documents in order to terminate the Credit Loan, in which event the Bank will have no further obligation to fund further Advances, or (ii) permanently reduce the Credit Loan available under this Agreement to an amount selected by Borrower, subject to the Bank’s prior written approval and provided the reduced Credit Loan amount shall not exceed sixty-five percent (65%) of the then current appraised fair market value of the Property, on a “leased fee interest” basis, as determined by the Bank in its sole discretion, in which event the Bank shall have no further obligation to fund any Advances above the reduced Credit Loan amount. Notwithstanding the foregoing, no termination of the Credit Loan and no refusal by the Bank to make future Advances hereunder shall affect Borrower’s obligations and liabilities hereunder, under the Note, the Mortgages or the Other Security Documents or the Bank’s rights, powers or remedies with respect thereto, including, without limitation, the Bank’s rights with respect to the Property or otherwise arising following such termination. All of the Bank’s rights, liens and security interests shall continue after any termination until all obligations of Borrower to the Bank shall have been finally paid and satisfied in full.

18. Partial Release; Substitute Property .

(a) Partial Release . Borrower shall be entitled to a partial release of the Property from the lien of the Mortgages (a “Partial Release”) provided that (i) the Credit Loan and the Bank’s commitment to fund the Credit Loan shall be simultaneously reduced to an amount which shall not exceed sixty-five percent (65%) of the then current appraised fair market value of the balance of the Property which is not to be released from the lien of the Mortgages, on a “leased fee interest” basis, as determined by the Bank in its sole discretion, and (ii) the Release Conditions (as defined below) shall be satisfied in all respects.

(b) Release Conditions . It shall be a condition precedent to the Bank’s obligation to issue and deliver the Partial Release that all of the following conditions be satisfied as determined by the Bank in its sole discretion (collectively, the “Release Conditions”): (i) no Event of Default exists under this Agreement, the Note, the Mortgages or the Other Security Documents which remains uncured at the time the Release Notice (as hereinafter defined) is received by the Bank and at the time the Bank issues and delivers the Partial Release, (ii) Borrower delivers to the Bank a written request for the Partial Release (the “Release Notice”), (iii) the Bank delivers to the Borrower the Bank’s written consent to the Partial Release, which consent will not be unreasonably withheld, (iv) the Bank receives

all third party reports as the Bank reasonably requires in connection with the Partial Release, including, without limitation, updated appraisals, title reports, surveys, and the like, each acceptable to the Bank in its sole discretion, (v) Borrower shall execute and deliver to the Bank all documents and instruments as the Bank or the Bank’s counsel in their judgment deems necessary to document the Partial Release, which shall be in form and substance satisfactory to the Bank, and (vi) Borrower pays all expenses incurred by the Bank in connection with the Partial Release, including, but not limited to, recording charges, title charges and reasonable attorneys’ fees. In addition to all of the above, it shall be a condition precedent to the Bank’s obligation to issue and deliver the Partial Release that the Bank shall be satisfied that in granting any Partial Release the balance of the Property shall continue to be subject to the lien of the Mortgages and will not be affected in any way which, in the sole judgment of the Bank or the Bank’s counsel, would adversely affect the security position of the Bank under the Mortgages.

(c) Substitute Property . Provided that the Substitution Conditions (as defined below) are satisfied in all respects, Borrower shall be entitled, either simultaneously or after the Bank issues any Partial Release in accordance with the terms and conditions of Subsections 18(a) and (b) herein above, to substitute, or add properties owned by the Borrower or any of its subsidiaries (each such property a “Substitute Property”) to the Property securing the Credit Loan, thereby increasing the Credit Loan (and the Bank’s commitment to fund the Credit Loan) to an amount which shall not exceed the lesser of (i) $12,500,000.00; or (ii) 65.00% of the then current aggregate appraised fair market value of the Property and each Substitute Property, on a “leased fee interest” basis, as determined by the Bank in its sole discretion (the “Modified Credit Loan”).

(d) Substitution Conditions . It shall be a condition precedent to the Bank’s obligation to substitute or add any Substitute Property to the Property securing the Credit Loan that the following conditions be satisfied as determined by the Bank in its sole discretion (collectively, the “Substitution Conditions”): (i) no Event of Default exists under this Agreement, the Note, the Mortgages or the Other Security Documents which remains uncured at the time the Substitution Notice (as hereinafter defined) is received by the Bank and at the time of the closing of the Modified Credit Loan, (ii) Borrower delivers to the Bank a written request to substitute or add the Substitute Property to the Property securing the Credit Loan (the “Substitution Notice”), (iii) the Bank delivers to the Borrower the Bank’s written approval of the Substitute Property and the Modified Credit Loan, including, but not limited to, the Bank’s review of the Modified Credit Loan and approval from the Bank’s credit department, which approval may be withheld for any reason or no reason, (iv) the Bank receives all third party reports as the Bank reasonably requires in connection with the Substitute Property and the Modified Credit Loan, including, without limitation, updated appraisals, title reports, surveys which meet the Bank’s survey requirements previously furnished to Borrower in connection with the original closing of the Credit Loan, and Phase I Environmental Assessment Reports, and the like, each acceptable to the Bank and its counsel in their discretion, (v) the Bank receives with respect to each Substitute Property a Mortgagee’s title insurance policy which meets the Bank’s title insurance requirements, to the satisfaction of the Bank and its counsel, (vi) Borrower shall execute and deliver to the Bank with respect to each Substitute Property the following documents and instruments, each in form and substance satisfactory to the Bank: (a) all documents and instruments as the Bank or the Bank’s counsel in their judgment deems necessary to provide the Bank with a first Mortgages lien on each Substitute Property, including, but not limited to, an open-end Mortgages and security agreement or a modification of the Mortgages, each securing the

Modified Credit Loan, (b) a first priority collateral assignment of leases and rents, with respect to all leases, subleases and occupancy rights of the Substitute Property and all income and profits to be derived from the operation and leasing of the Substitute Property, (c) one or more UCC financing statements as the Bank may reasonably require, (d) an environmental indemnification agreement with respect to environmental matters with respect to the Substitute Property, and (e) a collateral assignment of all contracts, including, but not limited to, development contracts, operating agreements, licenses, insurance proceeds, management agreements, and other agreements and plans, specifications and permits affecting the Substitute Property, (vii) Borrower shall deliver to the Bank with respect to each Substitute Property or in connection with the Modified Credit Loan such other documents, certificates, opinions and assurances as the Bank or the Bank’s counsel may request in their sole discretion reasonably exercised, in form and substance acceptable to the Bank, including, but not limited to, such documents, certificates, opinions and assurances and requirements that were delivered by Borrower to the Bank in connection with the original Credit Loan Facility, and (vii) Borrower pays all expenses incurred by the Bank in connection with the Substitute Property, the Modified Credit Loan or the foregoing, including, but not limited to, recording charges, title charges and reasonable attorneys’ fees. In addition to all of the above, it shall be a condition precedent to the Bank’s obligation to substitute or add any Substitute Property to the Property securing the Credit Loan that the Bank shall be satisfied that the Property shall continue to be subject to the lien of the Mortgages and will not be affected in any way which, in the sole judgment of the Bank, would adversely affect the security position of the Bank under the Mortgages.

19. Expenses and Counsel Fees . Borrower shall reimburse the Bank promptly for all of its out-of-pocket expenses incurred in connection with this Agreement or the Credit Loan, including, without limitation, filing fees, recording fees, any taxes (other than income taxes payable by the Bank) which the Bank may be required to pay in connection with the execution and delivery of this Agreement and the Other Security Documents. Borrower shall also pay: (i) all costs and expenses of the Bank (including, without limitation, reasonable Fees and disbursements of counsel) incidental to the preparation and negotiation of this Agreement and the documents referred to herein, and (ii) all costs and expenses of the Bank (including, without limitation, fees and disbursements of counsel) incidental to the protection of the rights of the Bank hereunder and the enforcement of the Bank’s rights, powers and remedies hereunder and thereunder, whether by judicial proceedings or otherwise, including, without limitation, such costs and expenses incurred in the course of bankruptcy or liquidation proceedings. The obligations of Borrower hereunder shall survive the termination of this Agreement and the final and indefeasible payment in full of the outstanding Advances under the Credit Loan.

20. Miscellaneous .

(a) Amendments and Waivers . No modification, rescission, waiver, release or amendment of any provision of this Agreement shall be made except by a written agreement signed by a duly authorized officer of Borrower and duly authorized officer of the Bank.

(b) Delays and Omissions . No delay or omission by the Bank in exercising any right or remedy hereunder or with respect to the Credit Loan shall operate as a waiver thereof or of any other right or remedy, and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right or remedy.

The Bank may remedy any default by Borrower hereunder or with respect to the Credit Loan in any reasonable manner without waiving the default remedied and without waiving any other prior or subsequent default by Borrower, and shall be reimbursed for its expenses in so remedying such default. All rights and remedies of the Bank hereunder, under the Note and the Other Security Documents, under any other agreement and otherwise are cumulative; if any provision of this Agreement is inconsistent with any provision of any other agreement between the Bank and Borrower, the provisions of this Agreement shall control.

(c) Successors and Assigns . Borrower and the Bank as used herein shall include the legal representatives, successors and assigns of those parties.

(d) Governing Law . This Agreement shall be construed and interpreted in accordance with, and governed by, the laws of the State of Connecticut without regard to its principles of conflicts or choice of laws.

(e) Usury Law . The Note and this Agreement are subject to the express condition that at no time shall Borrower be obligated or required to pay interest or the principal balance due under the Note at a rate which could subject the Bank to either civil or criminal liability as a result of being in excess of the maximum interest rate which Borrower is permitted by applicable law to contract or agree to pay. If by the terms of the Note or this Agreement, Borrower is at any time required or obligated to pay interest on the principal balance due hereunder at a rate in excess of such maximum rate, the Applicable Interest Rate or the Default Rate, as the case may be, shall be deemed to be immediately reduced to such maximum rate and all previous payments in excess of the maximum rate shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder. All sums paid or agreed to be paid to the Bank for the use, forbearance, or detention of the Credit Loan, shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Note until payment in full so that the rate or amount of interest on account of the outstanding Advances does not exceed the maximum lawful rate of interest from time to time in effect and applicable to the Credit Loan for so long as the Advances are outstanding.

(f) Inapplicable Provisions . If any provision hereof or of any other agreement made in connection herewith is held to be illegal or unenforceable, such provision shall be fully severable, and the remaining provisions of the applicable agreement shall remain in full force and effect and shall not be affected by such provision’s severance; provided, however , in lieu of any such provision, there shall be added automatically as a part of the applicable agreement a legal and enforceable provision as similar in terms to the severed provision as may be possible.

(g) Further Assurances . At any time and from time to time, upon the reasonable request of the Bank, Borrower shall execute, deliver and acknowledge, or cause to be executed, delivered and acknowledged, such other documents or instruments and do such other acts and things as the Bank may reasonably request in order to fully effectuate the terms of this Agreement and the Other Security Documents. The foregoing may include, without limitation, executing documents to confirm the amount of the Advances outstanding under the Credit Loan from time to time, and the date and amount of payments made in respect of the Credit Loan. All such requests shall receive the full cooperation and compliance by Borrower within seven (7) Business Days of the Bank making such requests. The failure of

Borrower to comply with the obligations set forth in this Subsection 20(g) shall constitute an Event of Default.

(h) No Assignment . The rights and obligations of Borrower under this Agreement shall not be assigned or delegated, in whole or in part, without the prior written consent of the Bank, and any purported assignment or delegation without the prior written consent of the Bank shall be void.

(i) Notices . All notices requests, reports or other communications (each, a “Notice”) required hereunder or under the Note or any Other Security Document shall be in writing and shall be deemed to have been properly given (i) upon delivery, if delivered in person, (ii) one (1) Business Day after having been deposited for overnight delivery with any reputable overnight courier service, or (iii) three (3) Business Days after having been deposited in any post office or mail depository regularly maintained by the U.S. Postal Service and sent by certified mail, postage prepaid, return receipt requested, addressed as follows:

If to Borrower: Griffin Land & Nurseries, Inc.

One Rockefeller Plaza, Suite 2301

New York, New York 10020

Attention: Mr. Frederick M. Danziger

Chairman and Chief Executive Officer

With a copy to: Griffin Land & Nurseries, Inc.

90 Salmon Brook Street

Granby, Connecticut 06035

Attention: Mr. Anthony J. Galici

Vice President and Chief Financial Officer

Murtha Cullina LLP

CityPlace I

185 Asylum Street

Hartford, Connecticut 06103-3469

Attention: Thomas M. Daniells, Esq.

If to the Bank: Webster Bank, N. A.

CityPlace II — 185 Asylum Street

Hartford, Connecticut 06103

Attention: Sean Mulready, Vice President

With a copy to: Hinckley, Allen & Snyder LLP

20 Church Street

Hartford, Connecticut 06103

Attention: Jorie T. Andrews, Esq.,

or to such other address as any party may designate for itself by like notice.

Either party by notice to the other may designate additional or different addresses for subsequent notices or communications.

21. Right of Offset . Upon the occurrence and during the continuance of any Event of Default, the Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Bank to or for the credit or the account of Borrower against any and all of the obligations of Borrower now or hereafter existing under this Agreement or the other obligations to the Bank by Borrower, whether or not the Bank shall have made any demand under this Agreement or otherwise and even if such obligation may be unmatured upon reasonable notice to Borrower. The rights of the Bank under this provision are in addition to any and all other rights and remedies available to the Bank.

22. No Oral Modification . This Agreement embodies the entire agreement and understanding between Borrower and the Bank and supersede all prior agreements and understandings relating to the subject matter hereof. Any modification, amendment or waiver of or with respect to any provision of this Agreement must be made in a writing signed by both the Bank and Borrower and their respective successors and, subject to the terms hereof with respect to Borrower, assigns. This Agreement may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties hereto. There are no unwritten oral agreements among the parties. Borrower and the Bank acknowledge that each has had the benefit of legal counsel of its own choice and has been afforded an opportunity to review this Agreement and the other loan documents in connection herewith with its legal counsel and that this Agreement and the other loan documents shall be consulted as if jointly drafted by Borrower and the Bank.

23. WAIVER OF TRIAL BY JURY . THE BANK AND BORROWER EACH HEREBY ABSOLUTELY, IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY OTHER LOAN INSTRUMENTS, OR ANY OTHER INSTRUMENT OR DOCUMENT EXECUTED OR DELIVERED PURSUANT TO OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT. BORROWER AND THE BANK EACH AGREES THAT THE COURTS OF THE STATE OF CONNECTICUT HAVE EXCLUSIVE JURISDICTION OVER ANY ACTIONS AND PROCEEDINGS INVOLVING THIS AGREEMENT OR ANY OTHER AGREEMENT MADE IN CONNECTION HEREWITH EXCEPT AS SPECIFICALLY PROVIDED IN SUCH OTHER AGREEMENT AND BORROWER AND THE BANK HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES TO SUBMIT TO THE JURISDICTION OF SUCH COURTS FOR PURPOSES OF ANY SUCH ACTION OR PROCEEDING. BORROWER AND THE BANK EACH HEREBY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO SERVICE OF PROCESS PROVIDED THE SAME IS GIVEN IN ACCORDANCE WITH THIS AGREEMENT. FINAL JUDGMENT IN ANY SUCH PROCEEDING SHALL BE CONCLUSIVE, SUBJECT TO ANY RIGHT OF APPEAL, AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT.

THE PARTIES HERETO have signed this Agreement as of the date written above.

	BORROWER:

	GRIFFIN LAND & NURSERIES, INC.,
	a Delaware corporation

	By:	/s/ Anthony J. Galici
	Name:	Anthony J. Galici
	Title:	Vice President and Chief Financial Officer


	BANK:

	WEBSTER BANK, N.A,
	a national banking association

	By:	/s/ Sean Mulready
	Name:	Sean Mulready
	Title:	Vice President

Exhibit 10.52

REVOLVING LINE OF CREDIT NOTE

$12,500,000.00

April 24, 2013

FOR VALUE RECEIVED, the undersigned, GRIFFIN LAND & NURSERIES, INC. , a Delaware corporation, having an address and place of business at One Rockefeller Plaza, Suite 2301, New York, New York 10020 (“Borrower” or “Maker”), hereby promises to pay to the order of WEBSTER BANK, N. A. , a national banking association with an office at CityPlace II, 185 Asylum Street, Hartford, Connecticut 06103 (“Lender” or “Bank”), at such address or at such other place as the holder hereof (including Lender, hereinafter referred to as “Holder”) may designate, the principal sum of TWELVE MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($12,500,000.00 ) or, if less, the aggregate unpaid principal amount of all Advances which shall have been made by Holder to Maker pursuant to the terms of that certain Revolving Line of Credit Loan Agreement between Borrower and Lender of even date herewith (as amended, amended and restated, supplemented, or otherwise modified and in effect from time to time, the “Loan Agreement”), together with interest on the unpaid principal amount of this Note beginning as of the date hereof, before or after maturity or judgment, payable at the rates, at the times and in the manner as provided in the Loan Agreement, and together with all taxes levied or assessed on this Note or the debt evidenced hereby against Holder (other than taxes on the overall net income or gross receipts of Holder), and together with all costs, expenses and reasonable attorneys’ and other professional fees incurred in any action to collect this Note or to enforce, defend, protect, preserve, foreclose or realize upon any mortgage, lien, security interest or other collateral securing this Note or to enforce, foreclose, defend, preserve, protect or sustain any such mortgage, lien or security interest or guaranty or other agreement or in any litigation or controversy arising from or connected with any of the foregoing. Capitalized terms used in this Note and not otherwise defined herein shall have the meanings assigned in the Loan Agreement.

This Note is intended to be the “Note” referred to in, and evidences the Advances under, and has been issued by Maker in accordance with the terms of the Loan Agreement of even date herewith. Payments on this Note may be evidenced in accordance with the terms of the Loan Agreement. Holder shall be entitled to the benefits of the Loan Agreement and the other Financing Agreements and may enforce the agreements of Maker contained therein, and Holder may exercise the respective remedies provided for thereby or otherwise available in respect thereof, all in accordance with the terms thereof. Holder shall have the right (but not the obligation), in its sole discretion following the occurrence of an Event of Default, to charge any amounts due hereunder to any account maintained by Maker with Holder.

All computations of interest with respect to this Note shall be made on the basis of a 360 day year and the actual number of days elapsed. Unless sooner accelerated as a result of the occurrence of an Event of Default or as otherwise provided in the Loan Agreement, principal, accrued and unpaid interest and any other sums due hereunder shall be due and payable in full, in

Dollars and in immediately available funds on the Maturity Date, or the Extended Maturity Date, if properly exercised. Whenever any payment of principal of, or interest shall be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day unless such Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest and fees thereon shall be payable for such extended time.

Maker has the right to request Advances, repay all or a portion of outstanding Advances and to request to re-borrow Revolving Loan Advances, all on the terms and conditions specified in the Loan Agreement.

Maker agrees that: (i) if any installment of interest, principal or any other sum due under this Note shall not be paid within ten (10) days after it is due and payable; or (ii) if any other Event of Default shall occur, then, upon the happening of any such event, the entire indebtedness with accrued interest thereon due under this Note shall, automatically or at the option of Holder, as the case may be as provided in the Loan Agreement, accelerate and become immediately due and payable without notice. Failure to exercise such option shall not constitute a waiver of the right to exercise the same in the event of any subsequent Event of Default. Notwithstanding anything to the contrary contained herein, upon the occurrence of such an Event of Default or after maturity or judgment, at Holder’s option, the interest rate on this Note shall automatically increase without notice or demand to a per annum rate equal to the Default Rate.

In the event Maker fails to pay any installment of interest, principal and/or any other installment sum due hereunder or under the Loan Agreement (but not the principal payment due at maturity) for more than ten (10) days from the date it is due and payable, without in any way affecting Holder’s right to declare an Event of Default to have occurred, a late charge equal to five (5%) percent of such late payment shall be assessed against Maker and shall be immediately due and payable without demand or notice of any kind.

Maker agrees that no delay or failure on the part of Holder in exercising any power, privilege, remedy, option or right hereunder shall operate as a waiver thereof or of any other power, privilege, remedy or right; nor shall any single or partial exercise of any power, privilege, remedy, option or right hereunder preclude any other or future exercise thereof or the exercise of any other power, privilege, remedy, option or right. The rights and remedies expressed herein and in the Loan Agreement are cumulative, and may be enforced successively, alternatively, or concurrently and are not exclusive of any rights or remedies which Holder may or would otherwise have under the provisions of all applicable laws, and under the provisions of all agreements between Maker and Holder or between any endorser or guarantor and Holder.

All agreements between Maker and Holder are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of any of the sums due under the Loan Agreement, shall the amount paid or agreed to be paid to Holder for the use or the forbearance exceed the maximum permissible under applicable law. As used herein, “applicable law” shall mean the law in effect as of the date hereof provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then this Note and the other Financing Agreements shall be governed by such new law as of its effective

date. In this regard, it is expressly agreed that it is the intent of Maker and Holder in the execution, delivery and acceptance of the Financing Agreements to contract in strict compliance with the laws of the State of Connecticut from time to time in effect. If, under or from any circumstances whatsoever, fulfillment of any provision hereof or of any of the other Financing Agreements at the time of performance of such provision shall be due, shall involve transcending the limit of such validity prescribed by applicable law, then the obligation to be fulfilled shall automatically be reduced to the limits of such validity, and if under or from any circumstances whatsoever Holder should ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal balance of the Advances, in such manner and order of priority as Holder shall determine, in its sole discretion, and not to the payment of interest. This provision shall control every other provision of all agreements between Maker and Holder.

Failure by Holder to insist upon the strict performance by Maker of any terms and provisions herein shall not be deemed to be a waiver of any terms and provisions herein, and Holder shall retain the right thereafter to insist upon strict performance by Maker of any and all terms and provisions of this Note or any document securing the repayment of this Note.

Prejudgment Remedy Waiver and Jury Waiver .

(a) Prejudgment Remedy . MAKER ACKNOWLEDGES THAT THE LOANS PROVIDED FOR HEREIN ARE COMMERCIAL TRANSACTIONS AND EACH WAIVES ITS RESPECTIVE RIGHT TO NOTICE AND HEARING UNDER CHAPTER 903a OF THE CONNECTICUT GENERAL STATUTES, OR AS OTHERWISE ALLOWED BY ANY STATE OR FEDERAL LAW WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH THE HOLDER MAY DESIRE TO USE, AND FURTHER WAIVES DILIGENCE, DEMAND, PRESENTMENT FOR PAYMENT, NOTICE OF NONPAYMENT, PROTEST AND NOTICE OF ANY RENEWALS OR EXTENSIONS.

(b) Jury Waiver . MAKER HEREBY EXPRESSLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (1) ARISING UNDER THIS NOTE OR ANY OTHER INSTRUMENT, DOCUMENT, OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (2) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS NOTE OR ANY OTHER INSTRUMENT, DOCUMENT, OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND MAKER HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THE HOLDER MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF MAKER TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

(c) Voluntary Nature of Waivers . MAKER ACKNOWLEDGES THAT IT MAKES THE FOREGOING WAIVERS IN (A) AND (B) ABOVE, KNOWINGLY, WILLINGLY, WITHOUT DURESS AND VOLUNTARILY AND ONLY AFTER CONSIDERATION OF THE RAMIFICATIONS OF SUCH WAIVERS WITH ITS ATTORNEYS.

(d) Consequential Damages . NONE OF THE HOLDER OR MAKER, OR ANY AGENT OR ATTORNEY OF EITHER OF THEM SHALL BE LIABLE TO ANY OF THE OTHERS FOR CONSEQUENTIAL DAMAGES ARISING FROM ANY BREACH OF CONTRACT, TORT, OR OTHER WRONG RELATING TO THE ESTABLISHMENT, ADMINISTRATION, OR COLLECTION OF THE OBLIGATIONS RELATING IN ANY WAY TO THIS NOTE, OR ANY OTHER FINANCING AGREEMENT, OR THE ACTION OR INACTION OF ANY OF SUCH PERSONS UNDER ANY ONE OR MORE HEREOF OR THEREOF.

This Note shall be governed by the laws of the State of Connecticut (without regard to its conflicts of law provisions).

IN WITNESS WHEREOF, the undersigned has caused this Note to be executed by its authorized officers as of the day and year first above written.

	GRIFFIN LAND & NURSERIES, INC.

	By:	/s/Anthony J. Galici
		Anthony J. Galici
		Its Vice President and Chief Financial Officer

Exhibit 31.1

I, Frederick M. Danziger, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Griffin Land & Nurseries, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	July 11, 2013	/s/ FREDERICK M. DANZIGER
		Frederick M. Danziger
		Chairman and Chief Executive Officer

Exhibit 31.2

I, Anthony J. Galici, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Griffin Land & Nurseries, Inc.;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	July 11, 2013	/s/ ANTHONY J. GALICI
		Anthony J. Galici
		Vice President, Chief Financial Officer and Secretary

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 UNITED STATES CODE SECTION 1350

In connection with the Quarterly Report of Griffin Land & Nurseries, Inc. (the “Company”) on Form 10-Q for the quarter ended June 1, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Periodic Report”), I, Frederick M. Danziger, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Periodic Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	/s/ FREDERICK M. DANZIGER
	Frederick M. Danziger
	Chairman and Chief Executive Officer
	July 11, 2013

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 UNITED STATES CODE SECTION 1350

In connection with the Quarterly Report of Griffin Land & Nurseries, Inc. (the “Company”) on Form 10-Q for the quarter ended June 1, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Periodic Report”), I, Anthony J. Galici, Vice President, Chief Financial Officer and Secretary of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Periodic Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	/s/ ANTHONY J. GALICI
		Anthony J. Galici
		Vice President, Chief Financial Officer and Secretary
		July 11, 2013