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 21,
2009
Consolidated-Tomoka
Land Co.
(Exact
name of registrant as specified in its charter)
|
Florida
(State
or other jurisdiction of incorporation)
|
001-11350
(Commission
File Number)
|
59-0483700
(IRS
Employer Identification No.)
|
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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,
October 21, 2009
CONSOLIDATED-TOMOKA
LAND CO.
COMMISSION
FILE NO. 001-11350
EMPLOYER
ID NO. 59-0483700
Item
2.02. Results of Operations and Financial Condition.
On
October 21, 2009, Consolidated-Tomoka Land Co., a Florida corporation,
issued a press release relating to the Company’s
earnings
for 2009's third quarter and nine-months ended September 30,
2009.
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.
( d )
Exhibits.
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 21, 2009 | /S/Bruce W. Teeters_ |
| Bruce W. Teeters, Senior Vice President - Finance and Treasurer | |
| Chief Financial Officer | |
CONSOLIDATED-TOMOKA
LAND CO.
PRESS
RELEASE
For
Immediate Release
|
Date:
|
October
21, 2009
|
|
Contact:
|
Bruce
W. Teeters, Sr. Vice President
|
|
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 THIRD QUARTER EARNINGS
DAYTONA
BEACH, FLORIDA - Consolidated-Tomoka Land Co. (NYSE Amex-CTO) today
reported net income of $209,662 or $.04 earnings per basic share and earnings
before depreciation, amortization and deferred taxes (EBDDT) of $952,783 or $.17
per share for the quarter ended September 30, 2009. The comparable
numbers for the third quarter of 2008 were net income of $105,246 or $.02
earnings per basic share and EBDDT of $1,103,586 or $.19 per
share. For the nine months ended September 30, 2009, net income
totaled $719,677 or $.13 earnings per basic share, compared with net income of
$2,432,562 or $.42 earnings per basic share in 2008. EBDDT totaled
$2,944,818 or $.51 per share in 2009's first nine months, compared with
$5,536,262 or $.97 per share in 2008 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 continues to remain
profitable despite the ongoing nationwide economic downturn and the weak real
estate market. The third quarter was marked by one real estate
transaction and improved golf operating results. Our income
property portfolio remains a solid source of income generation. In this
challenging environment, the Company continues to work on long-range planning
and obtaining beneficial entitlements for our land, which the Company believes
will create significant long-term shareholder value.”
Consolidated-Tomoka
Land Co. is a Florida-based company primarily engaged in converting Company
owned agricultural lands into a portfolio of net lease income properties
strategically located in the Southeast, through the efficient utilization of
1031 tax-deferred exchanges. The Company has low long-term debt and
generates over $9 million annually before tax cash flow from its real estate
portfolio. The Company also engages in selective self-development of
targeted income properties. The Company’s adopted strategy is designed to
provide the financial strength and cash flow to weather difficult real estate
cycles. 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,” “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; the
impact of a prolonged recession or further downturn in economic conditions; 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, 2009. 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.
Back to 8K
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EARNINGS
NEWS RELEASE
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QUARTER
ENDED
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SEPTEMBER
30,
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SEPTEMBER
30,
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||||||||
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2009
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2008
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REVENUES
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$ | 4,344,610 | $ | 3,973,382 | |||||
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NET
INCOME
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$ | 209,662 | $ | 105,246 | |||||
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BASIC
AND DILUTED EARNINGS PER SHARE:
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NET
INCOME
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$ | 0.04 | $ | 0.02 | |||||
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|||||||||
| NINE MONTHS ENDED | |||||||||
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SEPTEMBER
30,
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SEPTEMBER
30,
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||||||||
| 2009 | 2008 | ||||||||
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REVENUES
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$ | 13,454,067 | $ | 14,045,612 | |||||
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NET
INCOME
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$ | 719,677 | $ | 2,432,562 | |||||
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BASIC
AND DILUTED EARNINGS PER SHARE:
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NET
INCOME
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$ | 0.13 | $ | 0.42 | |||||
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RECONCILIATION
OF NET INCOME TO EARNINGS BEFORE
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DEPRECIATION, AMORTIZATION
AND DEFERRED TAXES
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QUARTER
ENDED
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SEPTEMBER
30,
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SEPTEMBER
30,
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2009
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2008
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NET
INCOME
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$ | 209,662 | $ | 105,246 | ||||
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ADD
BACK:
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DEPRECIATION
AND AMORTIZATION
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695,813 | 676,733 | ||||||
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DEFERRED
TAXES
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47,308 | 321,607 | ||||||
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EARNINGS
BEFORE DEPRECIATION, AMORTIZATION,
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AND
DEFERRED TAXES
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$ | 952,783 | $ | 1,103,586 | ||||
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BASIC
WEIGHTED AVERAGE SHARES OUTSTANDING
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5,723,268 | 5,727,515 | ||||||
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BASIC
EBDDT PER SHARE
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$ | 0.17 | $ | 0.19 | ||||
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RECONCILIATION
OF NET INCOME TO EARNINGS BEFORE
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DEPRECIATION, AMORTIZATION
AND DEFERRED TAXES
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NINE
MONTHS ENDED
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SEPTEMBER
30,
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SEPTEMBER
30,
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| 2009 | 2008 | |||||||
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NET
INCOME
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$ | 719,677 | $ | 2,432,562 | ||||
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ADD
BACK:
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DEPRECIATION
AND AMORTIZATION
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2,063,970 | 1,966,494 | ||||||
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DEFERRED
TAXES
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161,171 | 1,137,206 | ||||||
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EARNINGS
BEFORE DEPRECIATION, AMORTIZATION,
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AND
DEFERRED TAXES
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$ | 2,944,818 | $ | 5,536,262 | ||||
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BASIC
WEIGHTED AVERAGE SHARES OUTSTANDING
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5,724,336 | 5,727,072 | ||||||
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BASIC
EBDDT PER SHARE
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$ | 0.51 | $ | 0.97 | ||||
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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.
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CONSOLIDATED
BALANCE SHEETS
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SEPTEMBER
30,
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DECEMBER
31,
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2009
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2008
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ASSETS
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$ | $ | ||||||
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Cash
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234,808 | 388,787 | ||||||
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Restricted
Cash
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-- | 462,765 | ||||||
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Investment
Securities
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5,009,653 | 5,260,868 | ||||||
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Refundable
Income Taxes
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328,684 | -- | ||||||
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Notes
Receivable
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2,158,317 | 4,153,693 | ||||||
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Land
and Development Costs
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22,241,222 | 18,973,138 | ||||||
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Intangible
Assets
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4,693,942 | 5,009,819 | ||||||
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Other
Assets
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5,317,337 | 6,048,126 | ||||||
| 39,983,963 | 40,297,196 | |||||||
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Property,
Plant, and Equipment:
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Land,
Timber, and Subsurface Interests
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13,555,317 | 12,643,391 | ||||||
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Golf
Buildings, Improvements, and Equipment
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11,789,193 | 11,750,711 | ||||||
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Income
Properties Land, Buildings, and Improvements
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119,461,552 | 116,517,534 | ||||||
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Other
Building, Equipment, and Land Improvements
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3,257,409 | 3,207,845 | ||||||
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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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148,063,471 | 145,337,030 | ||||||
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Less,
Accumulated Depreciation, and Amortization
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(14,233,330 | ) | (12,488,163 | ) | ||||
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Net
- Property, Plant, and Equipment
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133,830,141 | 132,848,867 | ||||||
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TOTAL
ASSETS
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173,814,104 | 173,146,063 | ||||||
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LIABILITIES
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Accounts
Payable
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284,085 | 706,095 | ||||||
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Accrued
Liabilities
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7,700,854 | 7,204,749 | ||||||
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Accrued
Stock Based Compensation
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1,944,384 | 1,190,725 | ||||||
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Pension
Liability
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2,980,400 | 3,127,230 | ||||||
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Income
Taxes Payable
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-- | 1,236,206 | ||||||
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Deferred
Income Taxes
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33,477,607 | 33,316,436 | ||||||
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Notes
Payable
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10,297,476 | 8,550,315 | ||||||
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TOTAL
LIABILITIES
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56,684,806 | 55,331,756 | ||||||
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SHAREHOLDERS'
EQUITY
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||||||||
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Common
Stock
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5,723,268 | 5,727,515 | ||||||
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Additional
Paid in Capital
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5,131,246 | 5,217,955 | ||||||
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Retained
Earnings
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108,844,497 | 109,556,103 | ||||||
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Accumulated
Other Comprehensive Loss
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(2,569,713 | ) | (2,687,266 | ) | ||||
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TOTAL
SHAREHOLDERS' EQUITY
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117,129,298 | 117,814,307 | ||||||
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TOTAL
LIABILITIES AND
|
||||||||
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SHAREHOLDERS'
EQUITY
|
173,814,104 | 173,146,063 | ||||||