SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
July 17,
2008
Date of
Report
(Date of
earliest
event
reported)
CONSOLIDATED-TOMOKA LAND
CO.
(exact
name of registrant as specified in its charter)
|
Florida
(State
or other jurisdiction of incorporation)
|
0-5556
(Commission
File Number)
|
59-0483700
(IRS
Employer Identification No.)
|
||
|
1530
Cornerstone Boulevard, Suite 100
Daytona
Beach, Florida
(Address
of principal executive offices)
|
32117
(Zip
Code)
|
|||
|
Registrant’s
telephone number, including area code: (386)
274-2202
|
||||
|
Not
Applicable
(Former
name or former address, if changed since last report.)
|
||||
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))
FORM 8-K,
July 17, 2008
CONSOLIDATED-TOMOKA
LAND CO.
COMMISSION
FILE NO. 0-5556
EMPLOYER
ID NO. 59-0483700
Item
2.02. Results of Operations and Financial Condition.
On July
17, 2008, Consolidated-Tomoka Land Co., a Florida Corporation,
issued a press release relating to the Company’s
earnings
for the quarter and six months ended June 30, 2008.
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 July 17, 2008
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:
July 17, 2008 By:/S/Bruce W.
Teeters
Bruce W. Teeters,
Senior
Vice President -
Finance
and
Treasurer
Chief Financial
Officer
For
Immediate Release
|
Date:
|
July
17, 2008
|
|
Contact:
|
Bruce
W. Teeters, Sr. Vice President
|
|
Phone:
|
(386)
274-2202
|
|
Facsimile:
|
(386)
274-1223
|
CONSOLIDATED
TOMOKA ANNOUNCES SECOND QUARTER EARNINGS
DAYTONA
BEACH, FLORIDA - Consolidated-Tomoka Land Co. (AMEX-CTO) today reported net
income of $2,171,192 or $.38 earnings per basic share for the quarter ended June
30, 2008, compared with net income of $1,115,940 or $.20 earnings per basic
share for the same period in 2007. Earnings before depreciation,
amortization and deferred taxes (EBDDT) totaled $.71 per share in 2008's
second quarter, compared with $.28 per share in the corresponding period in
2007. For the six months ended June 30, 2008, net income totaled
$2,327,316 or $.41 earnings per basic share and EBDDT totaled $.77 per
share. The comparable numbers for the first six months of 2007 were
net income of $532,128 or $.09 earnings per basic share and EBDDT of $.34 per
share. Significantly decreased stock option accruals in 2008
favorably affected current year results compared to the same periods in
2007.
EBDDT is
being provided to reflect the impact of the Company’s business strategy of
investing in income properties utilizing tax deferred exchanges. 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.
William H.
McMunn, president and chief executive officer, stated, “Second quarter earnings
were favorably impacted by higher land sales and income property earnings
compared with 2007 results. The Company is in the process of
negotiating several leases for the first two of four 15,000 square-foot flex
space buildings on its Daytona Beach holdings that are nearing completion. Also,
in early July, a lease was executed with Merrill Lynch for occupancy in a new
Class A office building in our Gateway development. Construction of
the building is expected to commence immediately. Despite the
measurable slowing of the commercial real estate market, the Company expects its
earnings to continue to be positive due to the Company’s low debt, significant
revenue generated from the Company’s portfolio of net leased income properties,
and the Company’s backlog of contracts to be closed. The Company
continues to focus on long range planning, land permitting, and road permitting
and construction to prepare for an improving economy.”
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 the development, management and sale of
targeted real estate properties. Visit our website at www.ctlc.com
###
|
(UNAUDITED)
|
|||||||||
|
QUARTER
ENDED
|
|||||||||
|
JUNE
30,
|
JUNE
30,
|
||||||||
|
2008
|
2007
|
||||||||
|
REVENUES
|
$ | 6,133,734 | $ | 5,470,242 | |||||
|
NET
INCOME
|
$ | 2,171,192 | $ | 1,115,940 | |||||
|
BASIC
& DILUTED EARNINGS PER SHARE:
|
|||||||||
|
NET
INCOME
|
$ | 0.38 | $ | 0.20 | |||||
|
(UNAUDITED)
|
|||||||||
|
SIX
MONTHS ENDED
|
|||||||||
|
JUNE
30,
|
JUNE
30,
|
||||||||
|
2008
|
2007
|
||||||||
|
REVENUES
|
$ | 10,072,230 | $ | 14,059,253 | |||||
|
NET
INCOME
|
$ | 2,327,316 | $ | 532,128 | |||||
|
BASIC
& DILUTED EARNINGS PER SHARE:
|
|||||||||
|
NET
INCOME
|
$ | 0.41 | $ | 0.09 | |||||
|
RECONCILIATION
OF NET INCOME TO EARNINGS BEFORE
|
||||||||
|
DEPRECIATION, AMORTIZATION
AND DEFERRED TAXES
|
||||||||
|
(UNAUDITED)
|
||||||||
|
QUARTER
ENDED
|
||||||||
|
JUNE
30,
|
JUNE
30,
|
|||||||
|
2008
|
2007
|
|||||||
|
NET
INCOME
|
$2,171,192
|
$1,115,940
|
||||||
|
ADD
BACK:
|
||||||||
|
DEPRECIATION
& AMORTIZATION
|
664,831
|
621,457
|
||||||
|
DEFERRED
TAXES
|
1,248,616
|
(116,692
|
) | |||||
|
EARNINGS
BEFORE DEPRECIATION, AMORTIZATION
|
||||||||
|
AND
DEFERRED TAXES
|
$4,084,639
|
$1,620,705
|
||||||
|
BASIC
WEIGHTED AVERAGE SHARES OUTSTANDING
|
5,727,515
|
5,715,885
|
||||||
|
BASIC
EBDDT PER SHARE
|
$0.71
|
$0.28
|
||||||
|
(UNAUDITED)
|
||||||||
|
SIX
MONTHS ENDED
|
||||||||
|
JUNE
30,
|
JUNE
30,
|
|||||||
|
2008
|
2007
|
|||||||
|
NET
INCOME
|
$2,327,316
|
$532,128
|
||||||
|
ADD
BACK:
|
||||||||
|
DEPRECIATION
& AMORTIZATION
|
1,289,761
|
1,231,250
|
||||||
|
DEFERRED
TAXES
|
815,599
|
190,537
|
||||||
|
EARNINGS
BEFORE DEPRECIATION, AMORTIZATION
|
||||||||
|
AND
DEFERRED TAXES
|
$4,432,676
|
$1,953,915
|
||||||
|
BASIC
WEIGHTED AVERAGE SHARES OUTSTANDING
|
5,726,848
|
5,710,009
|
||||||
|
BASIC
EBDDT PER SHARE
|
$0.77
|
$0.34
|
||||||
|
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 THE
CHANGE IN DEFERRED INCOME TAXES TO NET INCOME AS THEY REPRESENT NON-CASH
CHARGES.
|
||||||||
| CONSOLIDATED BALANCE SHEETS | ||||||||||
|
(UNAUDITED)
|
||||||||||
|
JUNE
30,
|
DECEMBER
31,
|
|||||||||
|
2008
|
2007
|
|||||||||
|
ASSETS
|
$
|
$ | ||||||||
|
Cash
|
533,569 | 863,826 | ||||||||
|
Restricted
Cash
|
-- | 10,387,550 | ||||||||
|
Investment
Securities
|
6,447,664 | 10,193,094 | ||||||||
|
Notes
Receivable
|
4,203,693 | 5,164,421 | ||||||||
|
Land
and Development Costs
|
16,208,954 | 15,654,456 | ||||||||
|
Intangible
Assets
|
5,220,405 | 4,717,699 | ||||||||
|
Other
Assets
|
7,750,483 | 7,899,810 | ||||||||
| 40,364,768 | 54,880,856 | |||||||||
|
Property,
Plant & Equipment:
|
||||||||||
|
Land,
Timber and Subsurface Interests
|
9,479,729 | 7,793,594 | ||||||||
|
Golf
Buildings, Improvements & Equipment
|
11,736,143 | 11,713,046 | ||||||||
|
Income
Properties Land, Buildings & Improvements
|
113,830,870 | 104,820,647 | ||||||||
|
Other
Building, Equipment and Land Improvements
|
3,215,209 | 2,909,057 | ||||||||
|
Construction
in Process
|
2,393,767 | -- | ||||||||
|
Total
Property, Plant and Equipment
|
140,655,718 | 127,236,344 | ||||||||
|
Less,
Accumulated Depreciation and Amortization
|
(11,356,762 | ) | (10,284,670 | ) | ||||||
|
Net
- Property, Plant and Equipment
|
129,298,956 | 116,951,674 | ||||||||
|
TOTAL
ASSETS
|
169,663,724 | 171,832,530 | ||||||||
|
LIABILITIES
|
||||||||||
|
Accounts
Payable
|
524,057 | 452,090 | ||||||||
|
Accrued
Liabilities
|
8,773,701 | 8,684,175 | ||||||||
|
Accrued
Stock Based Compensation
|
1,614,762 | 3,277,821 | ||||||||
|
Income
Taxes Payable
|
422,232 | 3,058,049 | ||||||||
|
Deferred
Income Taxes
|
33,697,998 | 32,882,399 | ||||||||
|
Notes
Payable
|
6,671,682 | 6,807,388 | ||||||||
|
TOTAL
LIABILITIES
|
51,704,432 | 55,161,922 | ||||||||
|
SHAREHOLDERS'
EQUITY
|
||||||||||
|
Common
Stock
|
5,727,515 | 5,725,806 | ||||||||
|
Additional
Paid in Capital
|
5,217,955 | 5,130,574 | ||||||||
|
Retained
Earnings
|
108,194,023 | 107,012,038 | ||||||||
|
Accumulated
Other Comprehensive Loss
|
(1,180,201 | ) | (1,197,810 | ) | ||||||
|
TOTAL
SHAREHOLDERS' EQUITY
|
117,959,292 | 116,670,608 | ||||||||
|
TOTAL
LIABILITIES AND
|
||||||||||
|
SHAREHOLDERS'
EQUITY
|
169,663,724 | 171,832,530 | ||||||||
“Safe
Harbor”
Certain
statements contained in this press release (other than statements of historical
fact) are
forward-looking
statements. The words “believe,” “estimate,” “expect,” “intend,”
“anticipate,” “will,” “could,” “may,” “should,” “plan,” “potential,” “predict,”
“forecast,” “project,” 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, 2008, 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 strength of the
real estate market in the City of Daytona Beach in Volusia County, Florida; our
ability to successfully execute acquisition or development strategies; any loss
of key management personnel; changes in local, regional and national economic
conditions affecting the real estate development business and income properties;
the impact of environmental and land use regulations; the impact of competitive
real estate activity; variability in quarterly results due to the unpredictable
timing of land sales; the loss of any major income property tenants; and the
availability of capital. Additional information concerning these and
other factors that could cause actual results to differ materially from those
forward-looking statements is contained from time to time in the Company’s
Securities and Exchange Commission filings, including, but not limited to, the
Company’s Annual Report on Form 10-K. Copies of each filing may be obtained from
the Company or the SEC.
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.
Disclosures
in this press release regarding the Company’s current quarter’s financial
results are preliminary and are subject to change in connection with the
Company’s preparation and filing of its Form 10-Q for the quarter ended June 30,
2008. The financial information in this release reflects the
Company’s preliminary results subject to completion of the quarterly review
process. The final results for the quarter may differ from the
preliminary results discussed above due to factors that include, but are not
limited to, risks associated with final review of the results and preparation of
financial statements.
This
release refers to certain non-GAAP financial measures. As required by
the SEC, the Company has provided a reconciliation of these measures to the most
directly comparable GAAP measures with this release. Non-GAAP
measures as the Company has calculated them may not be comparable to similarly
titled measures reported by other companies.