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): February 17, 2010
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))
FORM 8-K,
February 17, 2010
CONSOLIDATED-TOMOKA
LAND CO.
COMMISSION
FILE NO. 001-11350
EMPLOYER
ID NO. 59-0483700
Item
2.02. Results of Operations and Financial Condition.
On
February 17, 2010, Consolidated-Tomoka Land Co., a Florida corporation,
issued a press release relating to the Company’s
earnings
for the quarter and year-ended December 31, 2009.
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.
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: February
17, 2010
|
/S/
Bruce W.
Teeters
Bruce
W. Teeters, Senior Vice
President - Finance and
Treasurer,
Chief
Financial Officer
|
PRESS
RELEASE
For Immediate
Release
|
Date:
|
February
17, 2010
|
|
Contact:
|
Bruce
W. Teeters, Sr. Vice President
|
|
Phone:
|
(386)
274-2202
|
|
Facsimile:
|
(386)
274-1223
|
CONSOLIDATED
TOMOKA REPORTS 2009 EARNINGS
DAYTONA BEACH, FLORIDA -
Consolidated-Tomoka Land Co. (NYSE
Amex-CTO) today reported net income of $800,570, or $0.14 earnings per
basic share, for the year ended December 31, 2009, and earnings before
depreciation, amortization, and deferred taxes (EBDDT) of $4,531,135, or $0.79
per share, for such period. The comparable numbers for 2008 were net
income of $4,834,900, or $0.84 earnings per basic share and EBDDT of $7,924,025,
or $1.38 per share. For the three months ended December 31, 2009, net
income totaled $80,893, or $0.01 earnings per basic share, compared with net
income of $2,402,338, or $0.41 earnings per basic share, for the same period in
2008.
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. EBDDT for 2009
included an increase for deferred income taxes of $669,460, or $0.12 per share,
associated with decreased pension liabilities while 2008 EDBBT included a
reduction of deferred income taxes of $780,125, or $0.14 per share due to
increased pension liabilities, with both amounts recorded directly in
shareholders equity.
William H. McMunn,
president and chief executive officer, stated, “The Company continues to remain
profitable despite the unprecedented downturn in the real estate market, locally
and nationally, as well the significant decline in the overall
economy. Our business strategy of converting tax-deferred land sales
proceeds into stable, high-quality income properties and minimizing debt has
provided the catalyst to sustain the Company’s financial health and shareholder
value in these difficult times. We expect economic conditions to
remain unchanged in 2010. To protect and enhance long-term shareholder value,
the Company will continue to control costs, monitor debt, and work on obtaining
valuable land-use entitlements in order to be prepared for the eventual rebound
of the real estate market.”
Consolidated-Tomoka
Land Co. is a Florida-based company primarily engaged in converting Company
owned agricultural lands into a portfolio of net lease income properties
strategically located in the Southeast, through the efficient utilization of
1031 tax-deferred exchanges. The Company has low long-term debt and
currently generates over $9 million in annual before tax cash flow from its
income property portfolio. The Company also engages in selective
self-development of targeted income properties. The Company’s adopted strategy
is designed to provide the financial strength and cash flow to weather difficult
real estate cycles. 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,” foresee,” “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, 2010, 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
impact of a prolonged recession or further downturn in economic conditions; our
ability to successfully execute acquisition or development strategies; the loss
of any major income property tenants; 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;
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 year-end financial results are
preliminary and are subject to change in connection with the Company’s
preparation and filing of its Form 10-K for the year ended December 31,
2009. The financial information in this release reflects the
Company’s preliminary results subject to completion of the year-end review
process. The final results for the year 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
|
||||||||
|
QUARTER
ENDED
|
||||||||
|
DECEMBER
31,
|
DECEMBER
31,
|
|||||||
|
2009
|
2008
|
|||||||
|
REVENUES
|
$ | 3,705,282 | $ | 6,509,572 | ||||
|
NET
INCOME
|
$ | 80,893 | $ | 2,402,338 | ||||
|
BASIC
AND DILUTED EARNINGS PER SHARE:
|
||||||||
|
NET
INCOME
|
$ | 0.01 | $ | 0.41 | ||||
|
|
||||||||
|
YEAR
ENDED
|
||||||||
|
DECEMBER
31,
|
DECEMBER
31,
|
|||||||
| 2009 | 2008 | |||||||
|
REVENUES
|
$ | 17,159,349 | $ | 20,555,184 | ||||
|
NET
INCOME
|
$ | 800,570 | $ | 4,834,900 | ||||
|
BASIC
AND DILUTED EARNINGS PER SHARE:
|
||||||||
|
NET
INCOME
|
$ | 0.14 | $ | 0.84 | ||||
|
RECONCILIATION
OF NET INCOME TO EARNINGS BEFORE
DEPRECIATION, AMORTIZATION
AND DEFERRED TAXES
|
|||||||||
|
QUARTER
ENDED
|
|||||||||
|
DECEMBER
31,
|
DECEMBER
31,
|
||||||||
|
2009
|
2008
|
||||||||
|
NET
INCOME
|
$ | 80,893 | $ | 2,402,338 | |||||
|
ADD
BACK:
|
|||||||||
|
|
|||||||||
|
DEPRECIATION
& AMORTIZATION
|
707,663 | 688,594 | |||||||
|
DEFERRED
TAXES
|
797,761 | (703,169 | ) | ||||||
|
EARNINGS
BEFORE DEPRECIATION, AMORTIZATION
|
|||||||||
|
AND
DEFERRED TAXES
|
$ | 1,586,317 | $ | 2,387,763 | |||||
|
BASIC
WEIGHTED AVERAGE SHARES OUTSTANDING
|
5,723,268 | 5,727,515 | |||||||
|
BASIC
EBDDT PER SHARE
|
$ | 0.28 | $ | 0.41 | |||||
|
YEAR
ENDED
|
|||||||||
|
DECEMBER
31,
|
DECEMBER
31,
|
||||||||
| 2009 | 2008 | ||||||||
|
NET
INCOME
|
$ | 800,570 | $ | 4,834,900 | |||||
|
ADD
BACK:
|
|||||||||
|
|
|||||||||
|
DEPRECIATION
& AMORTIZATION
|
2,771,633 | 2,655,088 | |||||||
|
DEFERRED
TAXES
|
958,932 | 434,037 | |||||||
|
EARNINGS
BEFORE DEPRECIATION, AMORTIZATION
|
|||||||||
|
AND
DEFERRED TAXES
|
$ | 4,531,135 | $ | 7,924,025 | |||||
|
BASIC
WEIGHTED AVERAGE SHARES OUTSTANDING
|
5,724,067 | 5,727,183 | |||||||
|
BASIC
EBDDT PER SHARE
|
$ | 0.79 | $ | 1.38 | |||||
|
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.
|
|||||||||
|
CONSOLIDATED
BALANCE SHEETS
|
||||||||
|
DECEMBER
31,
|
DECEMBER
31,
|
|||||||
|
2009
|
2008
|
|||||||
|
ASSETS
|
$ | $ | ||||||
|
Cash
|
266,669 | 388,787 | ||||||
|
Restricted
Cash
|
-- | 462,765 | ||||||
|
Investment
Securities
|
4,966,864 | 5,260,868 | ||||||
|
Refundable
Income Taxes
|
433,006 | -- | ||||||
|
Notes
Receivable
|
-- | 4,153,693 | ||||||
|
Land
and Development Costs
|
26,700,494 | 18,973,138 | ||||||
|
Intangible
Assets
|
4,588,649 | 5,009,819 | ||||||
|
Other
Assets
|
5,634,017 | 6,048,126 | ||||||
| 42,589,699 | 40,297,196 | |||||||
|
Property,
Plant & Equipment:
|
||||||||
|
Land,
Timber and Subsurface Interests
|
13,960,019 | 12,643,391 | ||||||
|
Golf
Buildings, Improvements & Equipment
|
11,798,679 | 11,750,711 | ||||||
|
Income
Properties Land, Buildings & Improvements
|
119,800,091 | 116,517,534 | ||||||
|
Other
Building, Equipment and Land Improvements
|
3,262,345 | 3,207,845 | ||||||
|
Construction
in Process
|
-- | 1,217,549 | ||||||
|
Total
Property, Plant and Equipment
|
148,821,134 | 145,337,030 | ||||||
|
Less,
Accumulated Depreciation and Amortization
|
(14,835,701 | ) | (12,488,163 | ) | ||||
|
Net
- Property, Plant and Equipment
|
133,985,433 | 132,848,867 | ||||||
|
TOTAL
ASSETS
|
176,575,132 | 173,146,063 | ||||||
|
LIABILITIES
|
||||||||
|
Accounts
Payable
|
864,186 | 706,095 | ||||||
|
Accrued
Liabilities
|
7,385,250 | 7,204,749 | ||||||
|
Accrued
Stock Based Compensation
|
1,428,641 | 1,190,725 | ||||||
|
Pension
Liability
|
1,377,719 | 3,127,230 | ||||||
|
Income
Taxes Payable
|
-- | 1,236,206 | ||||||
|
Deferred
Income Taxes
|
34,275,368 | 33,316,436 | ||||||
|
Notes
Payable
|
13,210,389 | 8,550,315 | ||||||
|
TOTAL
LIABILITIES
|
58,541,553 | 55,331,756 | ||||||
|
SHAREHOLDERS'
EQUITY
|
||||||||
|
Common
Stock
|
5,723,268 | 5,727,515 | ||||||
|
Additional
Paid in Capital
|
5,131,246 | 5,217,955 | ||||||
|
Retained
Earnings
|
108,639,227 | 109,556,103 | ||||||
|
Accumulated
Other Comprehensive Loss
|
(1,460,162 | ) | (2,687,266 | ) | ||||
|
TOTAL
SHAREHOLDERS' EQUITY
|
118,033,579 | 117,814,307 | ||||||
|
TOTAL
LIABILITIES AND
|
||||||||
|
SHAREHOLDERS'
EQUITY
|
176,575,132 | 173,146,063 | ||||||
Back to 8K