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
April 21, 2006
Date of Report
(Date of earliest
event reported)
CONSOLIDATED-TOMOKA LAND CO.
(exact name of registrant as specified in its charter)
FLORIDA 0-5556 59-0483700
(State or other (IRS Employer
jurisdiction Identification
of incorporation) (Commission File Number) Number)
1530 Cornerstone Boulevard, Suite 100
Daytona Beach, Florida 32117
(Address of principal executive offices) (Zip Code)
(386)274-2202
(Registrant's telephone number, including area code)
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))
PAGE>
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FORM 8-K, April 21, 2006
CONSOLIDATED-TOMOKA LAND CO.
COMMISSION FILE NO. 0-5556
EMPLOYER ID NO. 59-0483700
Item 2.02. Results of Operations and Financial Condition.
On April 21, 2006, Consolidated-Tomoka Land Co., a Florida
Corporation, issued a press release relating to the Company's
earnings for the quarter ended March 31, 2006. 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 April 21, 2006
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: April 21, 2006 By:/S/Bruce W. Teeters
----------------------
Bruce W. Teeters, Senior
Vice President - Finance
and Treasurer
Chief Financial Officer
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EXHIBIT 99.1
PRESS RELEASE
For Immediate Release
Date: April 21, 2006
Contact: Bruce W. Teeters, Sr. Vice President
Phone: (386) 274-2202
Facsimile: (386) 274-1223
CONSOLIDATED TOMOKA ANNOUNCES FIRST QUARTER EARNINGS
DAYTONA BEACH, FLORIDA - Consolidated-Tomoka Land Co. (AMEX CTO)
today reported net income of $2,180,831 or $.38 basic per share
earnings and earnings before depreciation, amortization and deferred
taxes (EBDDT) of $3,892,547 or $.69 per share for the quarter ended
March 31, 2006. The comparable numbers for the first quarter of 2005
were net income of $9,082,433 or $1.61 basic per share and EBDDT of
$14,480,653 or $2.56 per share.
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 understand the Company's operating
results.
William H. McMunn, president and chief executive officer, stated,
"Operating results for the first three months reflect a continuing
healthy commercial real estate market in the Daytona Beach, Florida
area. The Company has a significant backlog of contracts expected to
close during 2006. It is important for our shareholders to understand
that the timing and size of real estate sales can and do vary
significantly from quarter to quarter. Operating results from the
Company's growing portfolio of net lease income properties rose over
30% compared to last year's same period. First quarter net income
includes a $216,000 or $.04 per basic share one-time charge net of
income taxes reflecting a mandated change in accounting for stock
options."
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 development, management and sale of targeted real
estate properties. Visit our website at www.consolidatedtomoka.com
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EARNINGS NEWS RELEASE
QUARTER ENDED
----------------------------
MARCH 31, MARCH 31,
2006 2005
------------ ------------
REVENUES $8,388,718 $23,329,993
============ ============
NET INCOME BEFORE CUMULATIVE EFFECT
OF CHANGE IN ACCOUNTING PRINCIPLE $2,396,924 $ 9,082,433
CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLE (NET OF INCOME TAX) ($ 216,093)(1) --
----------- -----------
NET INCOME $2,180,831 $ 9,082,433
=========== ===========
BASIC EARNINGS PER SHARE:
NET INCOME BEFORE CUMULATIVE EFFECT
OF CHANGE IN ACCOUNTING PRINCIPLE $0.42 $1.61
CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLE (NET OF INCOME TAX) ($0.04)(1) --
----------- -----------
NET INCOME $0.38 $1.61
=========== ===========
DILUTED EARNINGS PER SHARE:
NET INCOME BEFORE CUMULATIVE EFFECT
OF CHANGE IN ACCOUNTING PRINCIPLE $0.42 $1.59
CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLE (NET OF INCOME TAX) ($0.04)(1) --
----------- -----------
NET INCOME $0.38 $1.59
=========== ===========
(1) THE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE REPRESENTS
THE CHANGE IN ACCOUNTING FOR STOCK OPTIONS WITH THE ADOPTION OF
FINANCIAL ACCOUNTING STANDARDS BOARD STATEMENT NO. 123 (REVISED
2004).
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RECONCILIATION OF NET INCOME TO EARNINGS BEFORE
DEPRECIATION, AMORTIZATION, AND DEFERRED TAXES
QUARTER ENDED
---------------------------
MARCH 31, MARCH 31,
2006 2005
------------ ------------
Net Income $ 2,180,831 $ 9,082,433
Add Back:
Depreciation and Amortization 499,600 399,731
Deferred Taxes 1,212,116 4,998,489
---------- ----------
Earnings Before Depreciation,
Amortization, and Deferred Taxes $ 3,892,547 $14,480,653
========== ==========
Weighted Average Shares Outstanding 5,670,400 5,649,799
========== ==========
EBDDT Per Share $0.69 $2.56
========== ==========
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 deferred
income taxes to net income as they represent non-cash charges.
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CONSOLIDATED-TOMOKA LAND CO.
CONSOLIDATED BALANCE SHEET
MARCH 31, DECEMBER 31,
2006 2005
------------ -----------
ASSETS
Cash $ 235,381 $ 1,127,143
Restricted Cash 8,796,611 7,840,167
Investment Securities 11,782,150 14,341,097
Land and Development Costs 9,780,249 9,142,551
Intangible Assets 4,516,641 4,591,944
Other Assets 4,922,247 5,205,415
----------- -----------
$ 40,033,279 $42,248,317
----------- -----------
Property, Plant and Equipment:
Land, Timber and Subsurface Interests $ 2,440,540 $ 2,280,355
Golf Buildings, Improvements and Equipment 11,393,245 11,382,515
Income Properties Land, Buildings and Improvements 91,686,967 91,656,972
Other Building, Equipment and Land Improvements 1,973,062 1,769,407
----------- -----------
Total Property, Plant and Equipment 107,493,814 107,089,249
Less Accumulated Depreciation and Amortization (6,503,387) (6,079,090)
----------- -----------
Net - Property, Plant and Equipment 100,990,427 101,010,159
----------- -----------
TOTAL ASSETS $141,023,706 $143,258,476
=========== ===========
LIABILITIES
Accounts Payable $ 274,447 $ 248,698
Accrued Liabilities 9,357,317 6,083,047
Income Taxes Payable 1,098,915 5,157,171
Deferred Income Taxes 25,371,190 24,159,074
Deferred Profit 3,899,613 5,345,006
Notes Payable 7,240,189 7,297,593
----------- -----------
TOTAL LIABILITIES $ 47,241,671 $ 48,290,589
----------- -----------
SHAREHOLDERS' EQUITY
Common Stock $ 5,671,749 $ 5,667,796
Additional Paid in Capital 1,147,641 4,168,865
Retained Earnings 87,162,369 85,435,246
Accumulated Other Comprehensive Loss ( 199,724) ( 304,020)
----------- -----------
TOTAL SHAREHOLDERS' EQUITY 93,782,035 94,967,887
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $141,023,706 $143,258,476
=========== ===========
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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, 2006, 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
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 first
quarter 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 March 31, 2006. 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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