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 17,
2008
Consolidated-Tomoka
Land Co.
(Exact
name of registrant as specified in its charter)
|
Florida
(State
or other jurisdiction of incorporation)
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0-5556
(Commission
File Number)
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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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|||
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Registrant’s
telephone number, including area code: (386)
274-2202
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||||
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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 17, 2008
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, 2008, 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, 2008.
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, 2008
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, 2008 _________
Bruce W. Teeters,
Senior
Vice President -
Finance
and
Treasurer
Chief Financial
Officer
PRESS
RELEASE
For
Immediate Release
Consolidated-Tomoka Land
Co.
Date: October
17, 2008
|
Contact:
|
Bruce
W. Teeters, Sr. Vice President
|
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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. (AMEX: CTO: NYSE Alternext US–CTO) today
reported net income of $105,246 or $.02 earnings per basic share and earnings
before depreciation, amortization and deferred taxes (EBDDT) of $1,103,586 or
$.19 per share for the quarter ended September 30, 2008. The
comparable numbers for the third quarter of 2007 were net income of $2,102,564
or $.37 earnings per basic share and EBDDT of $3,165,382 or $.55 per
share. For the nine months ended September 30, 2008, net income
totaled $2,432,562 or $.42 earnings per basic share, compared with net income of
$2,634,692 or $.46 earnings per basic share in 2007. EBDDT totaled
$5,536,262 or $.97 per share in 2008's first nine months, compared with
$5,119,297 or $.90 per share in 2007 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 long-term business strategy developed in 2000 is unique
in that it will allow Consolidated Tomoka to ride out the current turndown from
a position of strength. We are in excellent financial shape with little
long-term debt ($6.6 million) and a $120 million portfolio of diversified income
properties in the Southeast region that generates annually over $9 million of
revenues and before tax cash flow. Consistent with our long-term
business strategy, these properties were all acquired by conversion of our land
sales proceeds through 1031 tax-deferred exchanges, and the income from these
assets will allow us to fund ongoing operations even without any new real estate
sales.”
Mr. McMunn concluded, “With respect to real estate
sales, we expect fourth quarter closing volume to be lower than in recent years
based on current market conditions as some of our potential purchasers have
either put their expansions on hold or have requested an extension into next
year. This is a very challenging real estate and economic
environment, which we do not expect to improve for the
foreseeable
future. Fortunately, our cash flow and balance sheet position allow
us to delay land sales until maximum value can be
realized. Therefore, we will continue to pursue the conversion of our
forestry lands into hay operations, and we will pursue the necessary land use
entitlements that will drive the long-term value of our land
holdings.
We are highly confident that our long-term business
strategy is serving our shareholders well, and will position us appropriately
based on current market trends to continue to deliver long-term shareholder
value both during this economic downturn and when the real estate market
rebounds.”
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.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, 2008, 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 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, 2008. 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.
| EARNINGS NEWS RELEASE | ||||||||
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QUARTER
ENDED
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||||||||
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(UNAUDITED)
SEPTEMBER
30, SEPTEMBER
30,
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||||||||
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2008
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2007
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|||||||
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REVENUES
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$ | 3,973,382 | $ | 7,098,154 | ||||
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NET
INCOME
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$ | 105,246 | $ | 2,102,564 | ||||
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BASIC
& DILUTED EARNINGS PER SHARE:
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||||||||
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NET
INCOME
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$ | 0.02 | $ | 0.37 | ||||
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NINE
MONTHS ENDED
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||||||||
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(UNAUDITED)
SEPTEMBER 30, SEPTEMBER
30,
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||||||||
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2008
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2007
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REVENUES
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$ | 14,045,612 | $ | 21,157,407 | ||||
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NET
INCOME
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$ | 2,432,562 | $ | 2,634,692 | ||||
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BASIC
& DILUTED EARNINGS PER SHARE:
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||||||||
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NET
INCOME
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$ | 0.42 | $ | 0.46 | ||||
| RECONCILIATION OF NET INCOME TO EARNINGS BEFORE DEPRECIATION, AMORTIZATION AND DEFERRED TAXES | ||||||||
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QUARTER
ENDED
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||||||||
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(UNAUDITED)
SEPTEMBER
30, SEPTEMBER
30,
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||||||||
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2008
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2007
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NET
INCOME
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$ | 105,246 | $ | 2,102,564 | ||||
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ADD
BACK:
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DEPRECIATION
& AMORTIZATION
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676,733 | 616,964 | ||||||
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DEFERRED
TAXES
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321,607 | 445,854 | ||||||
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EARNINGS
BEFORE DEPRECIATION, AMORTIZATION
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AND
DEFERRED TAXES
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$ | 1,103,586 | $ | 3,165,382 | ||||
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BASIC
WEIGHTED AVERAGE SHARES OUTSTANDING
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5,727,515 | 5,720,219 | ||||||
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BASIC
EBDDT PER SHARE
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$ | 0.19 | $ | 0.55 | ||||
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NINE
MONTHS ENDED
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||||||||
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(UNAUDITED)
SEPTEMBER
30, SEPTEMBER
30,
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||||||||
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2008
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2007
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|||||||
| NET INCOME | $ | 2,432,562 | $ | 2,634,692 | ||||
| ADD BACK: | ||||||||
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DEPRECIATION
& AMORTIZATION
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1,966,494 | 1,848,214 | ||||||
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DEFERRED
TAXES
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1,137,206 | 636,391 | ||||||
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EARNINGS
BEFORE DEPRECIATION, AMORTIZATION
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||||||||
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AND
DEFERRED TAXES
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$ | 5,536,262 | $ | 5,119,297 | ||||
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BASIC
WEIGHTED AVERAGE SHARES OUTSTANDING
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5,727,072 | 5,713,450 | ||||||
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BASIC
EBDDT PER SHARE
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$ | 0.97 | $ | 0.90 | ||||
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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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||||||||
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(UNAUDITED)
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||||||||
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SEPTEMBER
30,
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DECEMBER
31,
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|||||||
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2008
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2007
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ASSETS
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$ | $ | ||||||
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Cash
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211,080 | 863,826 | ||||||
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Restricted
Cash
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460,555 | 10,387,550 | ||||||
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Investment
Securities
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5,173,172 | 10,193,094 | ||||||
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Notes
Receivable
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4,203,693 | 5,164,421 | ||||||
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Land
and Development Costs
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17,435,972 | 15,654,456 | ||||||
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Intangible
Assets
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5,115,113 | 4,717,699 | ||||||
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Other
Assets
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6,785,188 | 7,899,810 | ||||||
| 39,384,773 | 54,880,856 | |||||||
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Property,
Plant & Equipment:
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||||||||
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Land,
Timber and Subsurface Interests
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11,908,674 | 7,793,594 | ||||||
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Golf Buildings,
Improvements & Equipment
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11,746,179 | 11,713,046 | ||||||
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Income Properties Land,
Buildings & Improvements
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116,504,886 | 104,820,647 | ||||||
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Other
Building, Equipment and Land Improvements
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3,226,949 | 2,909,057 | ||||||
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Construction
in Process
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661,773 | -- | ||||||
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Total
Property, Plant and Equipment
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144,048,461 | 127,236,344 | ||||||
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Less,
Accumulated Depreciation and Amortization
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(11,928,203 | ) | (10,284,670 | ) | ||||
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Net
- Property, Plant and Equipment
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132,120,258 | 116,951,674 | ||||||
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TOTAL
ASSETS
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171,505,031 | 171,832,530 | ||||||
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LIABILITIES
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||||||||
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Accounts
Payable
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840,562 | 452,090 | ||||||
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Accrued
Liabilities
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8,752,305 | 8,684,175 | ||||||
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Accrued
Stock Based Compensation
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1,725,728 | 3,277,821 | ||||||
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Income
Taxes Payable
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101,640 | 3,058,049 | ||||||
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Deferred
Income Taxes
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34,019,605 | 32,882,399 | ||||||
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Notes
Payable
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8,579,550 | 6,807,388 | ||||||
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TOTAL
LIABILITIES
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54,019,390 | 55,161,922 | ||||||
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SHAREHOLDERS'
EQUITY
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||||||||
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Common
Stock
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5,727,515 | 5,725,806 | ||||||
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Additional
Paid in Capital
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5,217,955 | 5,130,574 | ||||||
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Retained
Earnings
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107,726,516 | 107,012,038 | ||||||
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Accumulated
Other Comprehensive Loss
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(1,186,345 | ) | (1,197,810 | ) | ||||
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TOTAL
SHAREHOLDERS' EQUITY
|
117,485,641 | 116,670,608 | ||||||
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TOTAL
LIABILITIES AND
|
||||||||
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SHAREHOLDERS'
EQUITY
|
171,505,031 | 171,832,530 | ||||||
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