8K Second Quarter 2017 Earnings

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): July 19, 2017

 

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.)

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

   

Emerging growth company []

   

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

 


 

Item 2.02. Results of Operations and Financial Condition

On July 19, 2017, Consolidated-Tomoka Land Co., a Florida corporation (the "Company"), issued a press release relating to the Company’s earnings for the quarter ended June 30, 2017. 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

99.1 Press Release dated July 19, 2017


 

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 thereunto duly authorized.

 

 

 

Company Name

 

 

 

 

 

Date: July 19, 2017

 

By:

 

/s/ Mark E. Patten

 

 

 

 

Mark E. Patten,

 

 

 

 

Senior Vice President and Chief Financial Officer

 

 

 


Exhibit 99.1 - Second Quarter 2017

Picture 1

Press     

Release

 

Contact:Mark E. Patten, Sr. Vice President and CFO

mpatten@ctlc.com

Phone:(386) 944-5643

Facsimile:(386) 274-1223

 

FOR

IMMEDIATE

RELEASE

CONSOLIDATED-TOMOKA LAND CO. REPORTS SECOND

QUARTER 2017 EARNINGS OF $0.67 PER SHARE AND

INCREASES EARNINGS GUIDANCE FOR FULL YEAR 2017

 

DAYTONA BEACH, Fla. – July 19, 2017 –  Consolidated-Tomoka Land Co. (NYSE MKT: CTO) (the “Company”) today announced its operating results and earnings for the quarter and six months ended June 30, 2017.

OPERATING RESULTS

Operating results for the quarter ended June 30, 2017 (as compared to the same period in 2016):

·

Net income was $0.67 per basic share, an increase of $0.39 per share, or 139.3%;

·

Operating income was approximately $8.0 million, an increase of approximately $3.3 million, or approximately 69.9%; and

·

Revenues from our Operating Segments were as follows:

 

 

 

Increase (Decrease)

Operating Segment

 

Revenue for the Quarter

($000’s)

vs Same Period in 2016

($000’s)

vs Same Period in 2016 (%)

Income Properties

 

$          7,565

$                 1,532

25.4%

Interest Income from Commercial Loan Investments

 

553

                 (82)

-12.9%

Real Estate Operations

 

13,257
8,483
177.6%

Golf Operations

 

         1,384

         (29)

-2.0%

Agriculture & Other Income

 

              79

60

315.8%

Total Revenues

 

$        22,838

$        9,964

77.4%

 

 

 

 

 

 

Operating results for the six months ended June 30, 2017 (as compared to the same period in 2016):

·

Net income was $2.95 per basic share, an increase of $2.43 per share, or 467.3%;

·

Operating income was approximately $30.9 million, an increase of approximately $19.8 million, or approximately 177.6%; and

·

Revenues from our Operating Segments were as follows:

 

 

 

Increase (Decrease)

Operating Segment

 

Revenue for the Six Months

($000’s)

vs Same Period in 2016

($000’s)

vs Same Period in 2016 (%)

Income Properties

 

$          14,638

$                 2,176

17.5%

Interest Income from Commercial Loan Investments

 

1,090

                 (426)

-28.1%

Real Estate Operations

 

42,732
28,397
198.1%

Golf Operations

 

         2,858

         (19)

-0.7%

Agriculture & Other Income

 

              233

195

513.2%

Total Revenues

 

$        61,551

$        30,323

97.1%


 

 

 

 

 

 

 

Repurchase Program

Repurchased 47,855 shares of the Company’s stock during the second quarter of 2017 for approximately $2.6 million at an average purchase price of $54.03 per share. During the first six months of 2017, the Company repurchased 104,098 shares of its shares for approximately $5.5 million, an average purchase price $52.96.

 

Income Property Portfolio Update

In the second quarter of 2017, the Company acquired three income properties for an aggregate purchase price of approximately $21.0 million at a weighted average cap rate of 6.83%. During the six months ended June 30, 2017, the Company has acquired five income properties for an aggregate purchase price of approximately $40.0 million at a weighted average cap rate of 6.65%.

 

Land Update

Land Sales

In the second quarter of 2017, the Company sold approximately 81.4 acres of land in four separate transactions with four different buyers generating aggregate sales proceeds of approximately $10.9 million, representing an average of approximately $133,000 per acre and resulting in aggregate gains at closing of approximately $6.9 million, or approximately $0.76 per share, after tax.

 

Beachfront Venture

On July 12, 2017, the LandShark Bar & Grill and Cocina 214 Restaurant & Bar held a joint groundbreaking ceremony for the construction of two restaurant properties the Company will develop on its six acre beachfront parcel. The Company and the restaurant owner/operators expect the development of the restaurants to be completed in time for commencement of operations during the first quarter of 2018.

 

Financial Results

 

Revenue

Total revenue for the quarter ended June 30, 2017 increased to approximately $22.8 million, compared to approximately $12.9 million during the same period in 2016, an increase of nearly $10.0 million, or approximately 77%. This increase was primarily the result of the following elements of the Real Estate Operations segment and the Income Property Operations segment, respectively:

 

 

 

 

Increase (Decrease)

Real Estate Operations Segment

 

Revenue for the Quarter

($000’s)

vs Same Period in 2016

($000’s)

 

Land Sales Revenue

 

$        10,858

$             10,858

 

Revenue from Reimbursement of Infrastructure Costs

 

955
955

 

Impact Fees/Mitigation Credit Sales

 

1,222
1,055

 

Percentage of Completion Revenue (Tomoka Town Center)

 

-

(3,843)

 

Subsurface Revenue

 

222
(542)

 

Total Related to Real Estate Operations

 

$        13,257

$        8,483

 

 


 

 

 

 

 

Increase (Decrease)

Income Property Operations Segment

 

Revenue for the Quarter

($000’s)

vs Same Period in 2016

($000’s)

 

Q4 2016 & YTD 2017 Acquisitions

 

$            1,335

$             1,335

 

Revenue from the Grove at Winter Park

 

                133

                 107

 

Revenue from Remaining Portfolio

 

             5,547

                 96

 

Accretion of Above Market/Below Market Intangibles

 

                550

                (6)

 

Total Related to Income Property Operations

 

$            7,565

$             1,532

 

 

Total revenue for the six months ended June 30, 2017 increased to approximately $61.6 million, compared to approximately $31.2 million during the same period in 2016, an increase of approximately $30.3 million, or approximately 97%. This increase was primarily the result of the following elements of the Real Estate Operations segment and the Income Property Operations segment, respectively:

 

 

 

 

Increase (Decrease)

Real Estate Operations Segment

 

Revenue for the Six Months

($000’s)

vs Same Period in 2016

($000’s)

 

Land Sales Revenue

 

$        39,564

$             37,929

 

Revenue from Reimbursement of Infrastructure Costs

 

1,276
1,276

 

Impact Fees/Mitigation Credit Sales

 

1,439
1,167

 

Percentage of Completion Revenue (Tomoka Town Center)

 

-

(11,357)

 

Subsurface Revenue

 

453
(619)

 

Total Related to Real Estate Operations

 

$        42,732

$        28,396

 

 

 

 

 

Increase (Decrease)

Income Property Operations Segment

 

Revenue for the Six Months

($000’s)

vs Same Period in 2016

($000’s)

 

Q4 2016 & YTD 2017 Acquisitions

 

$                   2,330

$             2,330

 

Revenue from the Grove at Winter Park

 

                       137

                 83

 

Accretion of Above Market/Below Market Intangibles

 

                   1,081

                (82)

 

Revenue from Remaining Portfolio

 

                 11,090

              (155)

 

Total Related to Income Property Operations

 

$                14,638

$             2,176

 

 

 

Net Income

 

Net income and basic net income per share for the quarter ended June 30, 2017, compared to the same period in 2016, was as follows:

 

 

 

 

Increase (Decrease)

 

 

For the Quarter Ended June 30, 2017

vs Same Period in 2016

vs Same Period in 2016 (%)

Net Income ($000’s)

 

$            3,679

$                 2,108

134.3%

Basic Net Income Per Share

 

$              0.67

$                   0.39

139.3%

 

 

 

 

 

 


 

 

 

The above results for the second quarter of 2017, as compared to the same period in 2016, reflected the following operating elements:

·

The approximately $10.0 million increase in revenues as described above;

·

An increase in direct cost of revenues of approximately $5.0 million primarily related to the increase in the direct cost of revenues for the real estate operations of approximately $4.7 million, which primarily reflects the increase of approximately $3.7 million in cost basis related to the increased land sales during the quarter;

·

The sale of mitigation credits to Minto Communities, LLC during the second quarter of 2017 for approximately $1.1 million resulting in a gain of approximately $932,000, or $0.10 per share, after tax;

·

An increase in general and administrative expenses of approximately $828,000 primarily related to the legal and other costs related to our contested director election at our 2017 annual shareholder meeting;

·

An increase in depreciation and amortization of approximately $1.4 million resulting from the growth in our income property portfolio; and

·

Income of approximately $1.4 million recognized in the second quarter of 2016 in connection with the Company’s disposition of four single-tenant income properties offset by the recognition of approximately $2.0 million in impairment charges in the second quarter of 2016.

 

 

Net income and basic net income per share for the six months ended June 30, 2017, compared to the same period in 2016, was as follows:

 

 

 

 

Increase (Decrease)

 

 

For the Six Months Ended June 30, 2017

vs Same Period in 2016

vs Same Period in 2016 (%)

Net Income ($000’s)

 

 $        16,425 (1)

$             13,430

448.4%

Basic Net Income Per Share

 

$          2.95

$                 2.43

467.3%

(1)

Includes $0.24 in non-cash earnings for the elimination of the accrued liability associated with the straight-line accounting for the land lease which was terminated as part of the acquisition of the LPGA International golf course land. This earnings impact was not included in the Company’s original 2017 guidance for earnings per share.

 

The above results for the six months ended June 30, 2017, as compared to the same period in 2016, reflected the following operating elements:

·

The approximately $30.3 million increase in revenues as described above;

·

An increase in direct cost of revenues of approximately $12.2 million primarily related to the increase in the direct cost of revenues for the real estate operations of approximately $11.6 million, which primarily reflects an increase of approximately $9.5 million in cost basis related to the increased land sales during the quarter;

·

The sale of mitigation credits to Minto Communities, LLC during the second quarter of 2017 for approximately $1.1 million resulting in a gain of approximately $932,000, or $0.10 per share, after tax;

·

A decrease in general and administrative expenses of approximately $749,000 primarily related to a reduction in stock compensation costs of approximately $1.7 million offset by an increase of approximately $1.1 million in the legal and other costs related to our contested director election at our 2017 annual shareholder meeting in excess of the legal costs we incurred in 2016 related to certain other shareholder matters;

·

An increase in depreciation and amortization of approximately $2.1 million resulting from the growth in our income property portfolio;

·

Income of approximately $2.2 million related to the transaction to acquire the land underlying our golf operations; and

·

Income of approximately $1.4 million recognized in 2016 in connection with the Company’s disposition of four single-tenant income properties offset by the recognition of approximately $2.2 million in impairment charges during the six months ended June 30, 2016.


 

Review and Update of 2017 Guidance

Based on the current results achieved through June 30, 2017, including but not limited to, the land sale transactions completed, a transaction for the sale of mitigation credits completed in the second quarter of 2017 and other events, the Company is increasing its guidance for earnings per share for the year ended December 31, 2017 to a range of $2.95 per share to $3.10 per share from the previously provided guidance of $2.25 per share to $2.45 per share.

The following summary provides a review of the Company’s original and/or updated guidance for the year ending December 31, 2017 compared to the operating results and leverage as of and for the six months ended June 30, 2017 and the income property investment activity and land transactions as of July 14, 2017:

 

 

 

FY 2017

Original

Guidance

FY 2017

Updated Guidance

2017 Actual

Reported Earnings Per Share (Basic)

 

$2.25-$2.45

$2.95-$3.10(1)

$2.95(1)

Acquisition of Income-Producing Assets

 

$50mm - $70mm

No Change

$
40.0

Target Investment Yields (Initial Yield – Unlevered)

 

6% - 8%

No Change

6.65%

Land Transactions (Sales Value)

 

$30mm - $50mm

No Change

$39.6mm

Leverage Target (as % of Total Enterprise Value)

 

<40%

No Change

33.0%

 

 

 

 

 

(1)

Includes $0.24 in non-cash earnings for the elimination of the accrued liability associated with the straight-line accounting for the land lease which was terminated as part of the acquisition of the LPGA International golf course land. This earnings impact was not included in the Company’s original 2017 guidance for earnings per share.

Quarterly Dividend

The Company’s Board of Directors declared a quarterly dividend of $0.05 per share payable on August 30, 2017 to shareholders of record on August 10, 2017. This represents a 25% increase from the previous quarterly dividend of $0.04 per share.

 

Second Quarter 2017 Earnings Conference Call & Webcast

The Company will host a conference call to present its operating results for the quarter ended June 30, 2017 tomorrow, Thursday, July 20, 2017, at 9:00 a.m. eastern time. Shareholders and interested parties may access the Earnings Call via teleconference or webcast:

 

Teleconference: USA (Toll Free)1-888-317-6003

International: 1-412-317-6061

Canada (Toll Free): 1-866-284-3684

 

Please dial in at least five minutes prior to the scheduled start time and use the code 5594242 when prompted.

 

A webcast of the call can be accessed at: http://services.choruscall.com/links/cto170720.html.

To access the webcast, log on to the web address noted above or go to http://www.ctlc.com and log in at the investor relations section. Please log in to the webcast at least ten minutes prior to the scheduled time of the Earnings Call.

 

A replay of the Earnings Call will be archived and available online through the Investor Relations section of http://www.ctlc.com.

 

 

 

 

 


 

About Consolidated-Tomoka Land Co.

 

Consolidated-Tomoka Land Co. is a Florida-based publicly traded real estate company, which owns a portfolio of income investments in diversified markets in the United States including more than 1.9 million square feet of income properties, as well as approximately 8,100 acres of land in the Daytona Beach area. Visit our website at www.ctlc.com.

 

We encourage you to review our most recent investor presentation for the quarter ended June 30, 2017, available on 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. Words such as “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.  Although forward-looking statements are made based upon management’s expectations and beliefs concerning future developments and their potential effect upon the Company, a number of factors could cause the Company’s actual results to differ materially from those set forth in the forward-looking statements.  Such factors may include the completion of 1031 exchange transactions, the modification of terms of certain land sales agreements, uncertainties associated with obtaining required governmental permits and satisfying other closing conditions, as well as the uncertainties and risk factors discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 as filed with the Securities and Exchange Commission.  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.

 

 


 

CONSOLIDATED-TOMOKA LAND CO.

CONSOLIDATED BALANCE SHEETS

 

 

 

 

 

 

 

 

 

 

(Unaudited)

 

 

 

 

    

June 30,
2017

    

December 31,
2016

ASSETS

 

 

 

 

 

 

Property, Plant, and Equipment:

 

 

 

 

 

 

Income Properties, Land, Buildings, and Improvements

 

$

316,424,434

 

$

274,334,139

Golf Buildings, Improvements, and Equipment

 

 

   6,102,694

 

 

  3,528,194

Other Furnishings and Equipment

 

 

1,083,939

 

 

   1,032,911

Construction in Progress

 

 

   4,441,858

 

 

   5,267,676

Total Property, Plant, and Equipment

 

 

328,052,925

 

 

284,162,920

Less, Accumulated Depreciation and Amortization

 

 

(20,252,879)

 

 

(16,552,077)

Property, Plant, and Equipment—Net

 

 

307,800,046

 

 

267,610,843

Land and Development Costs

 

 

40,213,760

 

 

 51,955,278

Intangible Lease Assets—Net

 

 

 37,146,580

 

 

34,725,822

Impact Fee and Mitigation Credits

 

 

  1,515,906

 

 

   2,322,906

Commercial Loan Investments

 

 

23,960,467

 

 

 23,960,467

Cash and Cash Equivalents

 

 

   7,153,369

 

 

  7,779,562

Restricted Cash

 

 

  4,727,381

 

 

  9,855,469

Refundable Income Taxes

 

 

   1,199,559

 

 

      943,991

Other Assets

 

 

   8,324,420

 

 

   9,469,088

Total Assets

 

$

432,041,488

 

$

408,623,426

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

Accounts Payable

 

$

   1,359,060

 

$

   1,518,105

Accrued and Other Liabilities

 

 

   7,735,648

 

 

   8,667,897

Deferred Revenue

 

 

   1,719,866

 

 

   1,991,666

Intangible Lease Liabilities - Net

 

 

 30,703,143

 

 

 30,518,051

Accrued Stock-Based Compensation

 

 

        45,046

 

 

        42,092

Deferred Income Taxes—Net

 

 

 62,416,899

 

 

 51,364,572

Long-Term Debt

 

 

168,709,921

 

 

166,245,201

Total Liabilities

 

 

272,689,583

 

 

260,347,584

Commitments and Contingencies

 

 

 

 

 

 

Shareholders’ Equity:

 

 

 

 

 

 

Common Stock – 25,000,000 shares authorized; $1 par value, 6,038,358 shares issued and 5,622,934 shares outstanding at June 30, 2017; 6,021,564 shares issued and 5,710,238 shares outstanding at December 31, 2016

 

 

          5,931,468

 

 

          5,914,560

Treasury Stock – 415,424 shares at June 30, 2017; 311,326 shares at December 31,

 2016

 

 

      (20,811,266)

 

 

      (15,298,306)

Additional Paid-In Capital

 

 

 21,114,253

 

 

 20,511,388

Retained Earnings

 

 

152,871,541

 

 

136,892,311

Accumulated Other Comprehensive Income

 

 

      245,909

 

 

      255,889

Total Shareholders’ Equity

 

 

159,351,905

 

 

148,275,842

Total Liabilities and Shareholders’ Equity

 

$

432,041,488

 

$

408,623,426


 

CONSOLIDATED-TOMOKA LAND CO.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

Six Months Ended

 

June 30,

June 30,

June 30,

June 30,

 

 

     2017

 

     2016

 

     2017

 

     2016

Revenues

 

 

 

 

 

 

 

 

Income Properties

$

   7,565,007

$

    6,033,082

$

 14,638,247

$

 12,462,323

Interest Income from Commercial Loan Investments

 

      553,159

 

      635,050

 

   1,089,648

 

   1,516,295

Real Estate Operations

 

 13,257,355

 

   4,774,620

 

 42,731,815

 

 14,335,518

Golf Operations

 

   1,383,513

 

   1,412,196

 

   2,858,457

 

   2,876,555

Agriculture and Other Income

 

        78,749

 

        18,990

 

      232,900

 

        37,682

Total Revenues

 

 22,837,783

 

 12,873,938

 

 61,551,067

 

 31,228,373

Direct Cost of Revenues

 

 

 

 

 

 

 

 

Income Properties

 

  (1,629,515)

 

  (1,204,040)

 

  (3,041,228)

 

  (2,380,747)

Real Estate Operations

 

  (5,792,529)

 

  (1,124,641)

 

(14,949,378)

 

  (3,381,682)

Golf Operations

 

  (1,401,919)

 

 (1,447,176)

 

  (2,900,597)

 

(2,851,764)

Agriculture and Other Income

 

       (30,536)

 

       (52,654)

 

       (70,973)

 

     (100,705)

Total Direct Cost of Revenues

 

  (8,854,499)

 

  (3,828,511)

 

(20,962,176)

 

  (8,714,898)

General and Administrative Expenses

 

  (2,727,187)

 

  (1,899,126)

 

  (5,947,334)

 

  (6,696,583)

Impairment Charges

 

               —

 

  (1,970,822)

 

               —

 

  (2,180,730)

Depreciation and Amortization

 

  (3,215,690)

 

  (1,805,559)

 

  (5,978,265)

 

  (3,872,926)

Gain on Disposition of Assets

 

               —

 

   1,362,948

 

               —

 

   1,362,948

 Land Lease Termination

 

               —

 

               —

 

   2,226,526

 

               —

Total Operating Expenses

 

(14,797,376)

 

  (8,141,070)

 

(30,661,249)

 

(20,102,189)

Operating Income

 

   8,040,407

 

   4,732,868

 

 30,889,818

 

 11,126,184

Investment Income (Loss)

 

          8,524

 

          2,691

 

        17,707

 

     (563,693)

Interest Expense

 

  (2,144,176)

 

  (2,154,437)

 

  (4,206,067)

 

  (4,246,203)

Income Before Income Tax Expense

 

   5,904,755

 

   2,581,122

 

 26,701,458

 

    6,316,288

Income Tax Expense

 

  (2,225,847)

 

  (1,000,480)

 

(10,276,158)

 

  (3,343,081)

Net Income

 

   3,678,908

 

   1,580,642

 

 16,425,300

 

   2,973,207

Less: Net Loss (Income) Attributable to Noncontrolling

  Interest in Consolidated VIE

 

               —

 

       (10,199)

 

               —

 

         21,954

Net Income Attributable to Consolidated-Tomoka

  Land Co.

$

       3,678,908

$

       1,570,443

$

     16,425,300

$

       2,995,161

 

 

 

 

 

 

 

 

 

Per Share Information:

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

 

 

Net Income Attributable to Consolidated-Tomoka Land Co.

$

             0.67

$

             0.28

$

             2.95

$

             0.52

Diluted

 

 

 

 

 

 

 

 

Net Income Attributable to Consolidated-Tomoka Land Co.

$

            0.67

$

            0.28

$

            2.94

$

             0.52

 

 

 

 

 

 

 

 

 

Dividends Declared and Paid

$

            0.04

$

            0.04

$

             0.08

$

             0.04