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
October 17, 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>
1
FORM 8-K, October 17, 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 October 17, 2006, 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, 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 October 17, 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: October 17, 2006 By:/S/Bruce W. Teeters
----------------------
Bruce W. Teeters, Senior
Vice President - Finance
and Treasurer
Chief Financial Officer
2
EARNINGS NEWS RELEASE
QUARTER ENDED
----------------------------
SEPTEMBER 30, SEPTEMBER 30,
2006 2005
------------ ------------
REVENUES $7,607,732 $6,673,794
============ ============
NET INCOME BEFORE DISCONTINUED OPERATIONS AND
CUMMULATIVE EFFECT OF CHANGE IN ACCOUNTING
PRINCIPLE $2,436,415 $2,689,202
DISCONTINUED OPERATIONS (NET OF INCOME TAX) -- ($355)
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE -- --
(NET OF INCOME TAX)
----------- ------------
NET INCOME $2,436,415 $2,688,847
=========== ============
BASIC EARNINGS PER SHARE:
NET INCOME BEFORE DISCONTINUED OPERATIONS AND
CUMMULATIVE EFFECT OF CHANGE IN ACCOUNTING
PRINCIPLE $0.43 $0.47
DISCONTINUED OPERATIONS (NET OF INCOME TAX) -- --
CULULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE
(NET OF INCOME TAX) -- --
----------- ------------
NET INCOME $0.43 $0.47
=========== ============
DILUTED EARNINGS PER SHARE:
NET INCOME BEFORE DISCONTINUED OPERATIONS AND
CUMMULATIVE EFFECT OF CHANGE IN ACCOUNTING
PRINCIPLE $0.43 $0.47
DISCONTINUED OPERATIONS (NET OF INCOME TAX) -- --
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE
(NET OF INCOME TAX) -- --
----------- ------------
NET INCOME $0.43 $0.47
=========== ============
NINE MONTHS ENDED
----------------------------
SEPTEMBER 30, SEPTEMBER 30,
2006 2005
----------- ------------
REVENUES $24,730,687 $36,347,735
=========== ============
NET INCOME BEFORE DISCONTINUED OPERATIONS AND
CUMMULATIVE EFFECT OF CHANGE IN ACCOUNTING
PRINCIPLE $ 8,384,796 $12,613,664
DISCONTINUED OPERATIONS (NET OF INCOME TAX) $ 240,476 $ 8,742
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE
(NET OF INCOME TAX) ($216,093) (1)
----------- ------------
NET INCOME $ 8,409,179 $12,622,406
=========== ============
BASIC EARNINGS PER SHARE:
NET INCOME BEFORE DISCONTINUED OPERATIONS AND
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE $1.48 $2.23
DISCONTINUED OPERATIONS (NET OF INCOME TAX) $0.04 --
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE ($0.04) (1) --
(NET OF INCOME TAX)
----------- ------------
NET INCOME $1.48 $2.23
=========== ============
DILUTED EARNINGS PER SHARE:
NET INCOME BEFORE DISCONTINUED OPERATIONS AND
CUMMULATIVE EFFECT OF CHANGE IN ACCOUNTING
PRINCIPLE $1.48 $2.20
DISCONTINUED OPERATIONS (NET OF INCOME TAX) $0.04 --
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE ($0.04) (1) --
----------- ------------
NET INCOME $1.48 $2.20
=========== ============
(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).
PAGE> 2
RECONCILIATION OF NET INCOME TO EARNINGS BEFORE
DEPRECIATION, AMORTIZATION, AND DEFERRED TAXES
QUARTER ENDED
-----------------------
SEPTEMBER 30, SEPTEMBER 30,
2006 2005
------------ ----------
Net Income $ 2,436,415 $2,688,847
Add Back:
Depreciation and Amortization 602,218 452,202
Deferred Taxes 2,141,398 (406,804)
Earnings Before Depreciation, ----------- ------------
Amortization, and Deferred Taxes $ 5,180,031 $2,734,245
=========== ============
WEIGHTED AVERAGE SHARES OUTSTANDING 5,691,192 5,667,996
============ ============
EBDDT PER SHARE $0.91 $0.49
=========== ============
NINE MONTHS ENDED
--------------------------
SEPTEMBER 30, SEPTEMBER 30,
2006 2005
----------- -----------
Net Income $ 8,409,179 $12,622,406
Add Back:
Depreciation and Amortization 1,628,327 1,277,275
Deferred Taxes 3,452,552 2,208,047
----------- ------------
Earnings Before Depreciation,
Amortization, and Deferred Taxes $13,490,058 $16,107,728
=========== ===========
WEIGHTED AVERAGE SHARES OUTSTANDING 5,681,060 5,660,564
=========== ===========
EBDDT Per Share $2.37 $2.85
===== =====
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 accounting principles generally accepted in the United States of
America. Further, EBDDT is not accepted in the United States of America.
Further, EBDDT is not necessarily indicative of cash availability to fund
cash needs and should not be considered as an alternative to fund 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.
3
CONSOLIDATED-TOMOKA LAND CO.
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, DECEMBER 31,
2006 2005
------------ -----------
ASSETS
Cash $ 1,176,779 $ 1,127,143
Restricted Cash 2,103,639 7,840,167
Investment Securities 6,910,826 14,341,097
Land and Development Costs 12,887,017 9,142,551
Intangible Assets 5,200,132 4,591,944
Other Assets 4,912,393 5,205,415
---------- ----------
$ 33,190,786 $42,248,317
---------- ----------
Property, Plant and Equipment:
Land, Timber and Subsurface Interests $ 2,736,231 $ 2,280,355
Golf Buildings, Improvements and Equipment 11,433,071 11,382,515
Income Properties Land, Buildings and Improvements 104,819,695 91,656,972
Other Building, Equipment and Land Improvements 2,428,915 1,769,407
---------- ----------
Total Property, Plant and Equipment 121,417,912 107,089,249
Less Accumulated Depreciation and Amortization (7,351,093) (6,079,090)
---------- ----------
Net - Property, Plant and Equipment 114,066,819 101,010,159
---------- ----------
TOTAL ASSETS $147,257,605 $143,258,476
=========== ===========
LIABILITIES
Accounts Payable $ 750,838 $ 248,698
Accrued Liabilities 8,134,752 6,083,047
Income Taxes Payable 384,983 5,157,171
Deferred Income Taxes 27,611,626 24,159,074
Deferred Profit 1,696,020 5,345,006
Notes Payable 8,020,679 7,297,593
---------- ----------
TOTAL LIABILITIES $ 46,598,898 $ 48,290,589
---------- ----------
SHAREHOLDERS' EQUITY
Common Stock 5,692,539 5,667,796
Additional Paid in Capital 2,769,424 4,168,865
Retained Earnings 92,423,354 85,435,246
Accumulated Other Comprehensive Loss ( 226,610) ( 304,020)
---------- ----------
TOTAL SHAREHOLDERS' EQUITY 100,658,707 94,967,887
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $147,257,605 $143,258,476
=========== ===========
4
PRESS RELEASE
For Immediate Release
Date: October 17, 2006
Contact: Bruce W. Teeters, Sr. Vice President
Phone: (386) 274-2202
Facsimile:(386) 274-1223
CONSOLIDATED TOMOKA ANNOUNCES THIRD QUARTER EARNINGS
DAYTONA BEACH FLORIDA - Consolidated-Tomoka Land Co. (AMEX CTO)
announced today net income of $2,436,415 or $.43 per basic share and
earnings before depreciation, amortization and deferred taxes (EBDDT)
of $5,180,031 or $.91 per share for the quarter ended September 30,
2006. The comparable numbers for the third quarter 2005 were net
income of $2,688,847 or $.47 per basic share and EBDDT of $2,734,245
or $.49 per share. For the nine months ended September 30, 2006, net
income totaled $8,409,179 or $1.48 per basic share, compared with net
income of $12,622,406 or $2.23 per basic share in 2005. EBDDT
totaled $13,490,058 or $2.37 per share in 2006's first nine months,
compared with $16,107,728 or $2.85 per share in 2005 for the same
period.
EBDDT is being provided to reflect the impact of the Company's
business strategy of investing in income properties. This strategy
generates significant amounts of depreciation and deferred taxes.
The Company beleives EBDDT is useful, along with net income, to
understanding the Company's operating results.
William H. McMunn, president and chief executive officer,
stated, "Land sales, income properties, and golf operations all
experienced improved revenues and operating results in the third
quarter compared with last year's same quarter. Third quarter net
income was lower compared with last year's same period primarily due
to the impact of significantly reduced stock option expense accruals
recorded in 2005. The Company has a backlog of sales contracts
scheduled to close during the fourth quarter."
Consolidated-Tomoka Land Co. is a Florida-based Company
primarily engaged in the real estate industry. Real estate operations
include investment in and development of land holdings in the Daytona
Beach area and the management of income properties strategically
located in rapid-growth areas in Florida and the Southeast. Visit our
website at www.consolidatedtomoka.com
1
"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
September 30, 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.
2