oct08-8k.htm

UNITED STATES
 
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
 
Date of Report (Date of earliest event reported):  October 17, 2008
 

 
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:
 
[ ] 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))
 
Press Release
 
 
 

FORM 8-K, October 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 October 17, 2008, Consolidated-Tomoka Land Co., a Florida Corporation, issued a press release relating to the Company’s earnings for the
quarter and nine-months, ended September 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 October 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: October 17, 2008                      _________
                                         Bruce W. Teeters, Senior
                                    Vice President - Finance
                                    and Treasurer
                                    Chief Financial Officer
 
Press Release
pressrelease.htm

PRESS RELEASE
For Immediate Release
  Consolidated-Tomoka Land Co.

Date:                                      October 17, 2008
Contact:
Bruce W. Teeters, Sr. Vice President
Phone:
(386) 274-2202
Facsimile:
(386) 274-1223

CONSOLIDATED TOMOKA REPORTS THIRD QUARTER EARNINGS


DAYTONA BEACH, FLORIDA - Consolidated-Tomoka Land Co. (AMEX: CTO: NYSE Alternext US–CTO) today reported net income of $105,246 or $.02 earnings per basic share and earnings before depreciation, amortization and deferred taxes (EBDDT) of $1,103,586 or $.19 per share for the quarter ended September 30, 2008.  The comparable numbers for the third quarter of 2007 were net income of $2,102,564 or $.37 earnings per basic share and EBDDT of $3,165,382 or $.55 per share.  For the nine months ended September 30, 2008, net income totaled $2,432,562 or $.42 earnings per basic share, compared with net income of $2,634,692 or $.46 earnings per basic share in 2007.  EBDDT totaled $5,536,262 or $.97 per share in 2008's first nine months, compared with $5,119,297 or $.90 per share in 2007 for the same period.
 
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, “The Company’s long-term business strategy developed in 2000 is unique in that it will allow Consolidated Tomoka to ride out the current turndown from a position of strength. We are in excellent financial shape with little long-term debt ($6.6 million) and a $120 million portfolio of diversified income properties in the Southeast region that generates annually over $9 million of revenues and before tax cash flow.  Consistent with our long-term business strategy, these properties were all acquired by conversion of our land sales proceeds through 1031 tax-deferred exchanges, and the income from these assets will allow us to fund ongoing operations even without any new real estate sales.”
 
Mr. McMunn concluded, “With respect to real estate sales, we expect fourth quarter closing volume to be lower than in recent years based on current market conditions as some of our potential purchasers have either put their expansions on hold or have requested an extension into next year.  This is a very challenging real estate and economic environment, which we do not expect to improve for the foreseeable future.  Fortunately, our cash flow and balance sheet position allow us to delay land sales  until maximum value can be realized.  Therefore, we will continue to pursue the conversion of our forestry lands into hay operations, and we will pursue the necessary land use entitlements that will drive the long-term value of our land holdings.
 
We are highly confident that our long-term business strategy is serving our shareholders well, and will position us appropriately based on current market trends to continue to deliver long-term shareholder value both during this economic downturn and when the real estate market rebounds.”
 
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
# # #


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“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 September  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.



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 EARNINGS NEWS RELEASE  
       
   
QUARTER ENDED
 
   
(UNAUDITED)
 SEPTEMBER 30,        SEPTEMBER 30,
 
   
2008
   
2007
 
             
             
REVENUES
  $ 3,973,382     $ 7,098,154  
                 
                 
                 
NET INCOME
  $ 105,246     $ 2,102,564  
                 
                 
BASIC & DILUTED EARNINGS PER SHARE:
               
  NET INCOME
  $ 0.02     $ 0.37  
                 
                 
       
   
NINE MONTHS ENDED
 
   
(UNAUDITED)
   SEPTEMBER 30,       SEPTEMBER 30,
 
   
2008
   
2007
 
                 
                 
REVENUES
  $ 14,045,612     $ 21,157,407  
                 
                 
                 
NET INCOME
  $ 2,432,562     $ 2,634,692  
                 
                 
BASIC & DILUTED EARNINGS PER SHARE:
               
  NET INCOME
  $ 0.42     $ 0.46  
                 

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RECONCILIATION OF NET INCOME TO EARNINGS BEFORE DEPRECIATION, AMORTIZATION AND DEFERRED TAXES  
       
   
QUARTER ENDED
 
   
(UNAUDITED)
  SEPTEMBER 30,       SEPTEMBER 30,
 
   
2008
   
2007
 
NET INCOME
  $ 105,246     $ 2,102,564  
                 
ADD BACK:
               
                 
    DEPRECIATION & AMORTIZATION
    676,733       616,964  
                 
    DEFERRED TAXES
    321,607       445,854  
                 
EARNINGS BEFORE DEPRECIATION,  AMORTIZATION
               
     AND DEFERRED TAXES
  $ 1,103,586     $ 3,165,382  
                 
BASIC WEIGHTED AVERAGE SHARES OUTSTANDING
    5,727,515       5,720,219  
                 
BASIC EBDDT PER SHARE
  $ 0.19     $ 0.55  
             
   
NINE MONTHS ENDED
 
   
(UNAUDITED)
  SEPTEMBER 30,      SEPTEMBER 30,
 
   
2008
   
2007
 
  NET INCOME   $ 2,432,562     $ 2,634,692  
                 
  ADD BACK:                
                 
    DEPRECIATION & AMORTIZATION
    1,966,494       1,848,214  
                 
    DEFERRED TAXES
    1,137,206       636,391  
                 
EARNINGS BEFORE DEPRECIATION,  AMORTIZATION
               
     AND DEFERRED TAXES
  $ 5,536,262     $ 5,119,297  
                 
BASIC WEIGHTED AVERAGE SHARES OUTSTANDING
    5,727,072       5,713,450  
                 
BASIC EBDDT PER SHARE
  $ 0.97     $ 0.90  
                 
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)
       
   
SEPTEMBER 30,
   
DECEMBER 31,
 
   
2008
   
2007
 
ASSETS
  $       $    
   Cash
    211,080       863,826  
   Restricted Cash
    460,555       10,387,550  
   Investment Securities
    5,173,172       10,193,094  
   Notes Receivable
    4,203,693       5,164,421  
   Land and Development Costs
    17,435,972       15,654,456  
   Intangible Assets
    5,115,113       4,717,699  
   Other Assets
    6,785,188       7,899,810  
      39,384,773       54,880,856  
                 
Property, Plant & Equipment:
               
  Land, Timber and Subsurface Interests
    11,908,674       7,793,594  
  Golf Buildings, Improvements & Equipment
    11,746,179       11,713,046  
  Income Properties Land, Buildings & Improvements
    116,504,886       104,820,647  
  Other Building, Equipment and Land Improvements
    3,226,949       2,909,057  
  Construction in Process
    661,773       --  
    Total Property, Plant and Equipment
    144,048,461       127,236,344  
  Less, Accumulated Depreciation and Amortization
    (11,928,203 )     (10,284,670 )
   Net - Property, Plant and Equipment
    132,120,258       116,951,674  
                 
      TOTAL ASSETS
    171,505,031       171,832,530  
                 
LIABILITIES
               
   Accounts Payable
    840,562       452,090  
   Accrued Liabilities
    8,752,305       8,684,175  
   Accrued Stock Based Compensation
    1,725,728       3,277,821  
   Income Taxes Payable
    101,640       3,058,049  
   Deferred Income Taxes
    34,019,605       32,882,399  
   Notes Payable
    8,579,550       6,807,388  
                 
      TOTAL LIABILITIES
    54,019,390       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
    107,726,516       107,012,038  
   Accumulated Other Comprehensive Loss
    (1,186,345 )     (1,197,810 )
                 
      TOTAL SHAREHOLDERS' EQUITY
    117,485,641       116,670,608  
                 
      TOTAL LIABILITIES AND
               
      SHAREHOLDERS' EQUITY
    171,505,031       171,832,530  


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