SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
February 6, 2006
Date of Report
(Date of earliest
event reported)
CONSOLIDATED-TOMOKA LAND CO.
(exact name of registrant as specified in its charter)
FLORIDA 0-5556 59-0483700
(State or other (IRS Employer
jurisdiction Identification
of incorporation) (Commission File Number) Number)
1530 Cornerstone Boulevard, Suite 100
Daytona Beach, Florida 32117
(Address of principal executive offices) (Zip Code)
(386)274-2202
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
PAGE>
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FORM 8-K, February 6, 2006
CONSOLIDATED-TOMOKA LAND CO.
COMMISSION FILE NO. 0-5556
EMPLOYER ID NO. 59-0483700
Item 2.02. Results of Operations and Financial Condition.
On February 6, 2006, Consolidated-Tomoka Land Co., a Florida
Corporation, issued a press release relating to the Company's
earnings for the quarter and year ended December 31, 2005. A copy of
the press release is furnished as an exhibit to this report.
Item 9.01. Financial Statements and Exhibits
The following exhibit is furnished herewith pursuant to Item 2.02 of
this Report and shall not be deemed to be "filed" for any purpose,
including for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, or otherwise subject to the liabilities of that
section.
( c ) Exhibits.
99.1 Press Release issued February 6, 2006
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 hereunto duly authorized.
CONSOLIDATED-TOMOKA LAND CO.
Date: February 6, 2006 By:/S/Bruce W. Teeters
----------------------
Bruce W. Teeters, Senior
Vice President - Finance
and Treasurer
Chief Financial Officer
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EXHIBIT 99.1
PRESS RELEASE
For Immediate Release
Date: February 6, 2006
Contact: Bruce W. Teeters, Sr. Vice President
Phone: (386) 274-2202
Facsimile: (386) 274-1223
CONSOLIDATED TOMOKA REPORTS 2005 EARNINGS
DAYTONA BEACH, FLORIDA - Consolidated-Tomoka Land Co. (AMEX CTO)
today reported record net income of $14,817,750 or $2.62 basic
earnings per share for the year ended December 31, 2005 and earnings
before depreciation, amortization, and deferred taxes (EBDDT) of
$14,797,476 or $2.61 per basic share for such period. The comparable
numbers for 2004 were net income of $14,651,739 or $2.60 basic
earnings per share and EBDDT of $24,586,030 or $4.36 per basic share.
EBDDT is being provided to reflect the impact of the Company's
business strategy of investing in income properties. This strategy
generates significant amounts of depreciation and deferred taxes. The
Company believes EBDDT is useful, along with net income, to
understanding the Company's operating results. In the year 2005,
EBDDT was lower than 2004 as suitable reinvestment properties for
$12.1 million of tax deferred profits were not available due to market
conditions, and a settlement agreement with the Internal Revenue
Service reduced deferred taxes by approximately $5.0 million. In 2004
all deferred profits were reinvested.
In the fourth quarter of 2005, the Company deferred profit after
income taxes of approximately $3.3 million or $.58 per share resulting
from cash sales closed in December 2005 for which the Company has
post-closing obligations. These obligations are expected to be
completed in 2006, with the deferred profit recognized in the
Company's 2006 earnings.
William H. McMunn, president and chief executive officer,
stated, "Our record operating results for 2005, of $2.62 per basic
share, when added to the $.58 per share resulting from 2005 closed
sales deferred into 2006, would have yielded $3.20 per share, a 23%
increase over the previous year's results. Acreage sold in 2005
totaled 317 acres at an average sales price of $114,000. The Company
has just completed its fifth year of converting the Company's
principal assets, agricultural land, into a portfolio of diversified
income properties by acquiring seven additional properties during
2005. Profit improvements in 2005 were offset by increased stock
option expense accruals net of income taxes of approximately $1.4
million or $.25 per share resulting from the rise in the Company's
stock price."
Consolidated-Tomoka Land Co. is a Florida-based Company
primarily engaged in converting Company owned agricultural lands into
a portfolio of income properties strategically located throughout the
Southeast, and development, management, and sale of targeted real
estate properties. Visit our website at www.consolidatedtomoka.com
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EARNINGS NEWS RELEASE
QUARTER ENDED
----------------------------
DECEMBER 31, DECEMBER 31,
2005 2004
------------ ------------
REVENUES $8,380,396 $30,853,269
NET INCOME $2,195,344 $13,559,210
EARNINGS PER SHARE:
BASIC $0.39 $2.41
DILUTED $0.38 $2.39
EARNINGS NEWS RELEASE
YEAR ENDED
----------------------------
DECEMBER 31, DECEMBER 31,
2005 2004
------------ ------------
REVENUES $44,764,302 $43,198,346
NET INCOME $14,817,750 $14,651,739
EARNINGS PER SHARE:
BASIC $2.62 $2.60
DILUTED $2.58 $2.58
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RECONCILIATION OF NET INCOME TO EARNINGS BEFORE
DEPRECIATION, AMORTIZATION, AND DEFERRED TAXES
QUARTER ENDED
---------------------------
DECEMBER 31, DECEMBER 31,
2005 2004
------------ ------------
Net Income $ 2,195,344 $13,559,210
Add Back:
Depreciation and Amortization 477,852 379,903
Deferred Taxes (3,983,448) 8,343,219
---------- ----------
Earnings (Loss) Before Depreciation,
Amortization, and Deferred Taxes $(1,310,252) $22,282,332
========== ==========
Weighted Average Shares Outstanding 5,667,796 5,639,154
========== ==========
EBDDT Per Share ($0.24) $3.95
===== =====
RECONCILIATION OF NET INCOME TO EARNINGS BEFORE
DEPRECIATION, AMORTIZATION, AND DEFERRED TAXES
YEAR ENDED
--------------------------
DECEMBER 31, DECEMBER 31,
2005 2004
----------- ------------
Net Income $14,817,750 $14,651,739
Add Back:
Depreciation and Amortization 1,755,127 1,344,315
Deferred Taxes (1,775,401) 8,589,976
--------- ---------
Earnings Before Depreciation,
Amortization, and Deferred Taxes $14,797,476 $24,586,030
========== ==========
Weighted Average Shares Outstanding 5,662,387 5,635,204
========== ==========
EBDDT Per Share $2.61 $4.36
===== =====
EBDDT - Earnings Before Depreciation, Amortization, and Deferred
Taxes. EBDDT is not a measure of operating results or cash flows from
operating activities as defined by U.S. generally accepted accounting
principles. Further, EBDDT is not necessarily indicative of cash
availability to fund cash needs and should not be considered as an
alternative to cash flow as a measure of liquidity. The Company
believes, however, that EBDDT provides relevant information about
operations and is useful, along with net income, for an understanding
of the Company's operating results.
EBDDT is calculated by adding depreciation, amortization, and deferred
income taxes to net income as they represent non-cash charges.
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CONSOLIDATED-TOMOKA LAND CO.
CONSOLIDATED BALANCE SHEET
DECEMBER 31, DECEMBER 31,
2005 2004
------------ -----------
ASSETS
Cash $ 1,127,143 $ 273,911
Restricted Cash 7,840,167 27,717,882
Investment Securities 14,341,097 3,642,785
Notes Receivable -- 4,425,252
Land and Development Costs 9,142,551 9,821,988
Intangible Assets 4,591,944 2,726,763
Other Assets 5,205,415 2,034,530
----------- -----------
$ 42,248,317 $50,643,111
----------- -----------
Property, Plant and Equipment:
Land, Timber and Subsurface Interests $ 2,301,594 $ 2,091,080
Golf Buildings, Improvements and Equipment 11,382,515 11,345,915
Income Properties Land, Buildings and Improvements 91,656,972 58,703,711
Other Building, Equipment and Land Improvements 1,769,407 1,228,400
----------- -----------
Total Property, Plant and Equipment 107,110,488 73,369,106
Less Accumulated Depreciation and Amortization (6,100,329) (4,791,243)
----------- -----------
Net - Property, Plant and Equipment 101,010,159 68,577,863
----------- -----------
TOTAL ASSETS $143,258,476 $119,220,974
=========== ===========
LIABILITIES
Accounts Payable $ 248,698 $ 405,609
Accrued Liabilities 6,083,047 3,895,125
Income Taxes Payable 5,157,171 658,040
Deferred Income Taxes 24,159,074 25,934,475
Deferred Profit 5,345,006 --
Notes Payable 7,297,593 8,716,976
----------- -----------
TOTAL LIABILITIES $ 48,290,589 $ 39,610,225
----------- -----------
SHAREHOLDERS' EQUITY
Common Stock 5,667,796 5,641,722
Additional Paid in Capital 4,168,865 2,176,184
Retained Earnings 85,435,246 72,316,660
Accumulated Other Comprehensive Loss ( 304,020) ( 523,817)
----------- -----------
TOTAL SHAREHOLDERS' EQUITY 94,967,887 79,610,749
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $143,258,476 $119,220,974
=========== ===========
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"Safe Harbor"
Certain statements contained in this press release (other than the
statements of historical fact are forward-looking statements. The
words "believe," "estimate," "expect," "intend," "anticipate,"
"will," "could," "may," "should," "plan,""potential," "predict,"
"forecast,"and similar expressions and variations thereof identify
certain of such forward-looking statements, which speak only as of the
dates on which they were made. Forward-looking statements are made
based upon management's expectations and beliefs concerning future
developments and their potential effect upon the Company. There can
be no assurance that future developments will be in accordance with
management's expectations or that the effect of future developments on
the Company will be those anticipated by management.
The Company wishes to caution readers that the assumptions which
form the basis for forward-looking statements with respect to or that
may impact earnings for the year ended December 31, 2006, and
thereafter include many factors that are beyond the Company's ability
to control or estimate precisely. These risks and uncertainties
include, but are not limited to, the market demand of the Company's
real estate parcels, income properties, timber and other products; the
impact of competitive real estate; changes in pricing by the Company
or its competitors; the costs and other effects of complying with
environmental and other regulatory requirements; losses due to natural
disasters; and changes in national, regional or local economic and
political conditions, such as inflation, deflation, or fluctuation in
interest rates.
While the Company periodically reassesses material trends and
uncertainties affecting its results of operations and financial
condition, the Company does not intend to review or revise any
particular forward-looking statement referenced herein in light of
future events.
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