SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
October
18, 2007
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))
FORM
8-K,
October 18, 2007
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 18, 2007, 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,
2007.
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 18, 2007
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 18, 2007 ___________________________
Bruce
W. Teeters,
Senior
Vice
President -
Finance
and
Treasurer
Chief
Financial
Officer
For
Immediate Release
Consolidated-Tomoka
Land Co.
|
Date:
|
October
18, 2007
|
|
Contact:
|
Bruce
W. Teeters, Sr. Vice President
|
|
Phone:
|
(386)
274-2202
|
|
Facsimile:
|
(386)
274-1223
|
CONSOLIDATED
TOMOKA REPORTS THIRD
QUARTER EARNINGS
DAYTONA
BEACH, FLORIDA - Consolidated-Tomoka Land Co. (AMEX–CTO) reported net income of
$2,102,564 or $.37 earnings per basic share and earnings before depreciation,
amortization and deferred taxes (EBDDT) of $3,165,382 or $.55 per share for
the
quarter ended September 30, 2007. The comparable numbers for the
third quarter of 2006 were net income of $2,384,018 or $.42 earnings per basic
share and EBDDT of $5,106,075 or $.90 per share. For the nine months
ended September 30, 2007, net income totaled $2,634,692 or $.46 earnings per
basic share, compared with net income of $8,251,984 or $1.45 earnings per basic
share in 2006. EBDDT totaled $5,119,297 or $.90 per share in 2007's
first nine months, compared with $13,268,186 or $2.34 per share in 2006 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’s business
plan is to convert undeveloped land through sales to third parties into a
diversified portfolio of properties that produce predictable
income. The strategy is intended, in part, to lessen the volatility
of Company earnings due to significant market changes, such as the current
downturn in the residential sector. The local commercial real estate
market remains relatively stable. Closings during the third quarter
were down compared to the prior year due to contract timing
issues. Management will be focusing on closing a backlog of
commercial contracts during the fourth quarter.”
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.consolidatedtomoka.com
#
#
#
|
EARNINGS
NEWS RELEASE
|
||||||||
|
QUARTER
ENDED
|
||||||||
|
SEPTEMBER
30,
|
SEPTEMBER
30,
|
|||||||
|
2007
|
2006 (1)
|
|||||||
|
|
|
|||||||
|
REVENUES
|
$ |
7,098,154
|
$ |
8,557,732
|
||||
|
NET
INCOME
|
$ |
2,102,564
|
$ |
2,384,018
|
||||
|
BASIC
& DILUTED EARNINGS PER SHARE:
|
||||||||
|
NET
INCOME
|
$ |
0.37
|
$ |
0.42
|
||||
|
(1)THE
THIRD QUARTER OF 2006 HAS BEEN ADJUSTED TO REFLECT THE QUARTERLY
IMPACT
OF
THE SAB 108 ADJUSTMENT MADE IN THE FOURTH QUARTER OF 2006. THE
ADJUSTMENT
WAS
CONSIDERED IMMATERIAL FOR EACH OF THE QUARTERS OF
2006.
|
||||||||
|
NINE
MONTHS ENDED
|
||||||||||||||
|
SEPTEMBER
30,
|
SEPTEMBER
30,
|
|||||||||||||
|
2007
|
2006 (1)
|
|||||||||||||
|
REVENUES
|
$ |
21,157,407
|
$ |
25,680,687
|
||||||||||
|
NET
INCOME BEFORE DISCONTINUED OPERATIONS AND
|
2,634,692
|
8,227,601
|
||||||||||||
|
CUMULATIVE
EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE
|
||||||||||||||
|
DISCONTINUED
OPERATIONS (NET OF INCOME TAX)
|
--
|
240,476
|
||||||||||||
|
CUMULATIVE
EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE
|
||||||||||||||
|
(NET
OF INCOME TAX)
|
--
|
(216,093 | ) | (2 | ) | |||||||||
|
NET
INCOME
|
$ |
2,634,692
|
$ |
8,251,984
|
||||||||||
|
BASIC
AND DILUTED EARNINGS PER SHARE:
|
||||||||||||||
|
NET
INCOME BEFORE DISCONTINUED OPERATIONS AND
|
||||||||||||||
|
CUMULATIVE
EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE
|
$ |
0.46
|
$ |
1.45
|
||||||||||
|
DISCONTINUED
OPERATIONS (NET OF INCOME TAX)
|
--
|
$ |
0.04
|
|||||||||||
|
CUMULATIVE
EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE
|
||||||||||||||
|
(NET
OF INCOME TAX)
|
--
|
(0.04 | ) | (2 | ) | |||||||||
|
NET
INCOME
|
$ |
0.46
|
$ |
1.45
|
||||||||||
| (1 | )THE FIRST NINE MONTHS OF 2006 HAVE BEEN ADJUSTED TO REFLECT THE IMPACT | |||||||||||||
| OF THE SAB 108 ADJUSTMENT MADE IN THE FOURTH QUARTER OF 2006. THE ADJUSTMENT | ||||||||||||||
| WAS CONSIDERED IMMATERIAL FOR EACH OF THE QUARTERS OF 2006. | ||||||||||||||
| (2 | )THE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE REPRESENTS THE | |||||||||||||
| CHANGE IN ACCOUNTING FOR STOCK OPTIONS WITH THE ADOPTION OF FINANCIAL | ||||||||||||||
| ACCOUNTING STANDARDS STATEMENT NO. 123 (REVISED 2004). | ||||||||||||||
|
RECONCILIATION
OF NET INCOME TO EARNINGS BEFORE
|
|||||||||
|
DEPRECIATION, AMORTIZATION
AND DEFERRED TAXES
|
|||||||||
|
QUARTER
ENDED
|
|||||||||
|
SEPTEMBER
30,
|
SEPTEMBER
30,
|
||||||||
|
2007
|
2006 (1)
|
||||||||
|
NET
INCOME
|
$ |
2,102,564
|
$ |
2,384,018
|
|||||
|
ADD
BACK:
|
|||||||||
|
DEPRECIATION
& AMORTIZATION
|
616,964
|
613,565
|
|||||||
|
DEFERRED
TAXES
|
445,854
|
2,108,492
|
|||||||
|
EARNINGS
(LOSS) BEFORE DEPRECIATION, AMORTIZATION
|
|||||||||
|
AND
DEFERRED TAXES
|
$ |
3,165,382
|
$ |
5,106,075
|
|||||
|
BASIC
WEIGHTED AVERAGE SHARES OUTSTANDING
|
5,720,219
|
5,691,192
|
|||||||
|
BASIC
EBDDT PER SHARE
|
$ |
0.55
|
$ |
0.90
|
|||||
|
NINE
MONTHS ENDED
|
|||||||||
|
SEPTEMBER
30,
|
SEPTEMBER
30,
|
||||||||
|
2007
|
2006 (1)
|
||||||||
|
NET
INCOME
|
$ |
2,634,692
|
$ |
8,251,984
|
|||||
|
ADD
BACK:
|
|||||||||
|
DEPRECIATION
& AMORTIZATION
|
1,848,214
|
1,662,368
|
|||||||
|
DEFERRED
TAXES
|
636,391
|
3,353,834
|
|||||||
|
EARNINGS
BEFORE DEPRECIATION, AMORTIZATION
|
|||||||||
|
AND
DEFERRED TAXES
|
$ |
5,119,297
|
$ |
13,268,186
|
|||||
|
BASIC
WEIGHTED AVERAGE SHARES OUTSTANDING
|
5,713,450
|
5,681,060
|
|||||||
|
BASIC
EBDDT PER SHARE
|
$ |
0.90
|
$ |
2.34
|
|||||
|
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.
|
|||||||||
|
(1)THE
THIRD QUARTER AND FIRST NINE MONTHS OF 2006 HAVE BEEN ADJUSTED TO
REFLECT
THE QUARTERLY IMPACT OF THE SAB 108
ADJUSTMENT MADE IN THE FOURTH QUARTER OF
2006. THE ADJUSTMENT WAS CONSIDERED IMMATERIAL FOR EACH OF THE
QUARTERS OF 2007.
|
|||||||||
|
CONSOLIDATED
BALANCE SHEETS
|
||||||||
|
SEPTEMBER
30,
|
DECEMBER
31,
|
|||||||
|
2007
|
2006
|
|||||||
|
ASSETS
|
||||||||
|
Cash
|
3,233,154
|
738,264
|
||||||
|
Restricted
Cash
|
1,524,347
|
1,185,962
|
||||||
|
Investment
Securities
|
9,521,974
|
11,780,205
|
||||||
|
Notes
Receivable
|
700,000
|
700,000
|
||||||
|
Land
and Development Costs
|
16,012,716
|
15,058,340
|
||||||
|
Intangible
Assets
|
4,814,186
|
5,103,649
|
||||||
|
Other
Assets
|
4,949,229
|
5,569,605
|
||||||
|
40,755,606
|
40,136,025
|
|||||||
|
Property,
Plant & Equipment:
|
||||||||
|
Land,
Timber and Subsurface Interests
|
6,267,707
|
3,012,623
|
||||||
|
Golf
Buildings, Improvements & Equipment
|
11,613,112
|
11,442,492
|
||||||
|
Income
Properties Land, Buildings & Improvements
|
104,820,647
|
104,819,695
|
||||||
|
Other
Building, Equipment and Land Improvements
|
2,819,381
|
2,584,467
|
||||||
|
Total
Property, Plant and Equipment
|
125,520,847
|
121,859,277
|
||||||
|
Less,
Accumulated Depreciation and Amortization
|
(9,762,392 | ) | (8,221,138 | ) | ||||
|
Net
- Property, Plant and Equipment
|
115,758,455
|
113,638,139
|
||||||
|
TOTAL
ASSETS
|
156,514,061
|
153,774,164
|
||||||
|
LIABILITIES
|
||||||||
|
Accounts
Payable
|
201,235
|
167,378
|
||||||
|
Accrued
Liabilities
|
8,744,896
|
7,749,121
|
||||||
|
Accrued
Stock Based Compensation
|
3,597,598
|
5,743,773
|
||||||
|
Income
Taxes Payable
|
419,748
|
--
|
||||||
|
Deferred
Profit
|
--
|
563,467
|
||||||
|
Deferred
Income Taxes
|
30,127,978
|
29,491,587
|
||||||
|
Notes
Payable
|
6,872,781
|
7,061,531
|
||||||
|
TOTAL
LIABILITIES
|
49,964,236
|
50,776,857
|
||||||
|
SHAREHOLDERS'
EQUITY
|
||||||||
|
Common
Stock
|
5,725,806
|
5,693,007
|
||||||
|
Additional
Paid in Capital
|
5,130,574
|
2,630,748
|
||||||
|
Retained
Earnings
|
96,686,473
|
95,650,170
|
||||||
|
Accumulated
Other Comprehensive Loss
|
(993,028 | ) | (976,618 | ) | ||||
|
TOTAL
SHAREHOLDERS' EQUITY
|
106,549,825
|
102,997,307
|
||||||
|
TOTAL
LIABILITIES AND
|
||||||||
|
SHAREHOLDERS'
EQUITY
|
156,514,061
|
153,774,164
|
||||||
###
“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, 2007, 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; 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 quarters 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,
2007. 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.