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): February 20, 2009
Consolidated-Tomoka
Land Co.
(Exact
name of registrant as specified in its charter)
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Florida
(State
or other jurisdiction of incorporation)
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0-5556
(Commission
File Number)
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59-0483700
(IRS
Employer Identification No.)
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|
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1530
Cornerstone Boulevard, Suite 100
Daytona
Beach, Florida
(Address
of principal executive offices)
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32117
(Zip
Code)
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Registrant’s
telephone number, including area code: (386)
274-2202
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Not
Applicable
(Former
name or former address, if changed since last report.)
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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))
FORM 8-K,
February 20, 2009
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 20, 2009, Consolidated-Tomoka Land Co., a Florida Corporation,
issued a press release relating to the Company’s
earnings
for the year, ended December 31, 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 February 20, 2009
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 20, 2009 /S/Bruce W.
Teeters_
Bruce W. Teeters,
Senior
Vice President -
Finance and
Treasurer
Chief Financial
Officer
PRESS
RELEASE
For Immediate Release
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Date:
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February
20, 2009
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Contact:
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Bruce
W. Teeters, Sr. Vice President
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Phone:
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(386)
274-2202
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Facsimile:
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(386)
274-1223
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CONSOLIDATED TOMOKA REPORTS 2008
EARNINGS
DAYTONA BEACH, FLORIDA - Consolidated-Tomoka Land Co.
(NYSE Alternext US:CTO)
today reported net income of $4,834,900 or $0.84 earnings per basic share
for the year ended December 31, 2008, and earnings before depreciation,
amortization, and deferred taxes (EBDDT) of $7,924,025 or $1.38
per share for such period. The comparable numbers for 2007
were net income of $13,532,838 or $2.37 earnings per basic share and EBDDT of
$19,390,631 or $3.39 per share. For the three months ended December
31, 2008, net income totaled $2,402,338 or $0.42 earnings per basic share
compared with net income of $10,898,146 or $1.91 earnings per basic share for
the same period 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. EBDDT for
2008 includes a reduction for deferred income taxes of $780,125 or $.14 per
share associated with increased pension liabilities charged to shareholder
equity.
William H. McMunn, president and chief executive
officer, stated, “I am pleased to report that the Company was profitable in 2008
despite lower real estate land sales. Although our performance was
lower compared to prior years, we believe our results were significantly better
than most if not all of our industry peers. We are well-positioned to
remain profitable in 2009 and thereafter, despite the current downturn in the
local and national real estate and financial markets. We do not foresee much
improvement during the next twenty-four months. In the interim, the
Company will continue to minimize debt, manage our portfolio of income
properties, complete current capital projects, and focus on enhancing
shareholder value by pursuing new land entitlements in preparation of a return
to a more predictable real estate market.”
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.
# #
#
“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,” foresee,” “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, 2009, 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; the loss
of any major income property tenants; 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;
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 year-end financial results are
preliminary and are subject to change in connection with the Company’s
preparation and filing of its Form 10-K for the year ended December 31,
2008. The financial information in this release reflects the
Company’s preliminary results subject to completion of the year-end review
process. The final results for the year 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
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|||||
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QUARTER
ENDED
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|||||
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DECEMBER
31,
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DECEMBER
31,
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||||
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2008
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2007
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REVENUES
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$ |
6,509,572
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$21,918,617
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NET
INCOME
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$ |
2,402,338
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$10,898,146
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BASIC
EARNINGS PER SHARE:
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NET INCOME
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$ |
0.42
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$1.91
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DILUTED
EARNINGS PER SHARE:
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NET INCOME
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$ |
0.42
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$1.90
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YEAR
ENDED
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|||||
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DECEMBER
31,
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DECEMBER
31,
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||||
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2008
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2007
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REVENUES
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$ |
20,555,184
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$43,076,024
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NET
INCOME
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$ |
4,834,900
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$13,532,838
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BASIC
EARNINGS PER SHARE:
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NET
INCOME
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$ |
0.84
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$2.37
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DILUTED
EARNINGS PER SHARE:
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NET
INCOME
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$ |
0.84
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$2.36
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RECONCILIATION
OF NET INCOME TO EARNINGS BEFORE
DEPRECIATION, AMORTIZATION, AND DEFERRED
TAXES
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QUARTER
ENDED
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|||||
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DECEMBER
31,
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DECEMBER
31,
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||||
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2008
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2007
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NET
INCOME
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$ |
2,402,338
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$
10,898,146
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ADD
BACK:
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DEPRECIATION
& AMORTIZATION
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688,594
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618,767
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DEFERRED
TAXES
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(703,169)
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2,754,421
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EARNINGS
BEFORE DEPRECIATION, AMORTIZATION
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AND
DEFERRED TAXES
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$ |
2,387,763
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$
14,271,334
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BASIC
WEIGHTED AVERAGE SHARES OUTSTANDING
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5,727,515
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5,720,219
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BASIC
EBDDT PER SHARE
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$ |
0.42
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$
2.49
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| YEAR ENDED | |||||
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DECEMBER
31,
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DECEMBER
31,
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||||
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2008
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2007
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NET
INCOME
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$ |
4,834,900
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$
13,532,838
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ADD
BACK:
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DEPRECIATION
& AMORTIZATION
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2,655,088
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2,466,981
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DEFERRED
TAXES
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434,037
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3,390,812
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EARNINGS
BEFORE DEPRECIATION, AMORTIZATION
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AND
DEFERRED TAXES
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$ |
7,924,025
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$
19,390,631
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BASIC
WEIGHTED AVERAGE SHARES OUTSTANDING
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5,727,183
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5,716,564
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BASIC
EBDDT PER SHARE
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$ |
1.38
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$
3.39
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EBDDT
- EARNINGS BEFORE DEPRECIATION, AMORTIZATION, AND DEFERRED
TAXES. EBDDT IS NOT A
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MEASURE
OF OPERATING RESULTS OR CASH FLOWS FROM OPERATING ACTIVITIES AS DEFINED
BY
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U.S.
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES. FURTHER, EBDDT IS NOT
NECESSARILY
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INDICATIVE
OF CASH AVAILABILITY TO FUND CASH NEEDS AND SHOULD NOT BE CONSIDERED AS
AN
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ALTERNATIVE
TO CASH FLOW AS A MEASURE OF LIQUIDITY. THE COMPANY BELIEVES,
HOWEVER,
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THAT
EBDDT PROVIDES RELEVANT INFORMATION ABOUT OPERATIONS AND IS USEFUL, ALONG
WITH
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NET
INCOME, FOR AN UNDERSTANDING OF THE COMPANY'S OPERATING
RESULTS.
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EBDDT
IS CALCULATED BY ADDING DEPRECIATION, AMORTIZATION AND THE CHANGE IN
DEFERRED
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INCOME
TAXES TO NET INCOME AS THEY REPRESENT NON-CASH
CHARGES.
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CONSOLIDATED BALANCE SHEETS
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||||||||
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DECEMBER
31,
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DECEMBER
31,
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|||||||
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2008
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2007
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ASSETS
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$ | $ | ||||||
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Cash
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388,787 | 863,826 | ||||||
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Restricted
Cash
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462,765 | 10,387,550 | ||||||
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Investment
Securities
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5,260,868 | 10,193,094 | ||||||
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Notes
Receivable
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4,153,693 | 5,164,421 | ||||||
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Land
and Development Costs
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18,973,138 | 15,654,456 | ||||||
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Intangible
Assets
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5,009,819 | 4,717,699 | ||||||
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Other
Assets
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6,048,126 | 7,899,810 | ||||||
| 40,297,196 | 54,880,856 | |||||||
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Property,
Plant & Equipment:
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||||||||
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Land,
Timber and Subsurface Interests
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12,643,391 | 7,793,594 | ||||||
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Golf
Buildings, Improvements & Equipment
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11,750,711 | 11,713,046 | ||||||
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Income
Properties Land, Buildings & Improvements
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116,517,534 | 104,820,647 | ||||||
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Other
Building, Equipment and Land Improvements
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3,207,845 | 2,909,057 | ||||||
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Construction
in Process
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1,217,549 | -- | ||||||
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Total
Property, Plant and Equipment
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145,337,030 | 127,236,344 | ||||||
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Less,
Accumulated Depreciation and Amortization
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(12,488,163 | ) | (10,284,670 | ) | ||||
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Net
- Property, Plant and Equipment
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132,848,867 | 116,951,674 | ||||||
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TOTAL
ASSETS
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173,146,063 | 171,832,530 | ||||||
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LIABILITIES
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||||||||
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Accounts
Payable
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706,095 | 452,090 | ||||||
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Accrued
Liabilities
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7,204,749 | 7,081,179 | ||||||
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Accrued
Stock Based Compensation
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1,190,725 | 3,277,821 | ||||||
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Pension
Liability
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3,127,230 | 1,602,996 | ||||||
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Income
Taxes Payable
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1,236,206 | 3,058,049 | ||||||
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Deferred
Income Taxes
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33,316,436 | 32,882,399 | ||||||
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Notes
Payable
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8,550,315 | 6,807,388 | ||||||
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TOTAL
LIABILITIES
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55,331,756 | 55,161,922 | ||||||
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SHAREHOLDERS'
EQUITY
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||||||||
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Common
Stock
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5,727,515 | 5,725,806 | ||||||
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Additional
Paid in Capital
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5,217,955 | 5,130,574 | ||||||
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Retained
Earnings
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109,556,103 | 107,012,038 | ||||||
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Accumulated
Other Comprehensive Loss
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(2,687,266 | ) | (1,197,810 | ) | ||||
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TOTAL
SHAREHOLDERS' EQUITY
|
117,814,307 | 116,670,608 | ||||||
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TOTAL
LIABILITIES AND
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||||||||
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SHAREHOLDERS'
EQUITY
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$ | 173,146,063 | $ | 171,832,530 | ||||
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