1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) --- OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1995 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) --- OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to --- --- Commission file number 0-5556 CONSOLIDATED-TOMOKA LAND CO. (Exact name of registrant as specified in its charter) Florida 59-0483700 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 149 South Ridgewood Avenue 32114 Daytona Beach, Florida (Zip Code) (Address of principal executive offices) (904) 255-7558 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Outstanding Class of Common Stock August 1, 1995 --------------------- -------------- $1.00 par value 6,261,272 1
2 CONSOLIDATED-TOMOKA LAND CO. INDEX Page No. -------- PART I - - FINANCIAL INFORMATION Consolidated Condensed Balance Sheets - June 30, 1995 and December 31, 1994 3 Consolidated Condensed Statements of Income and Retained Earnings - Six Months Ended June 30, 1995 and 1994 4 Consolidated Condensed Statements of Cash Flows - Six Months Ended June 30, 1995 and 1994 5 Notes to Consolidated Condensed Financial Statements 6-7 Management's Discussion and Analysis of Financial Condition and Results of Operations 8-9 PART II -- OTHER INFORMATION 10 SIGNATURES 11 2
3 PART I -- FINANCIAL INFORMATION CONSOLIDATED-TOMOKA LAND CO. CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited) June 30, December 31, 1995 1994 ----------- ------------ ASSETS Cash $ 126,711 $ 503,545 Investment Securities 3,691,697 1,290,955 Notes Receivable 7,108,894 9,222,968 Accounts Receivable 2,696,781 1,877,220 Inventories 985,534 660,461 Cost of Fruit on Trees 1,856,469 2,435,401 Real Estate Held for Development and Sale 17,668,181 16,626,505 Net Investment in Direct Financing Lease 836,862 880,222 Other Assets 348,883 375,486 Net - Property, Plant, and Equipment 26,534,207 27,662,652 ----------- ----------- TOTAL ASSETS $61,854,219 $61,535,415 =========== =========== LIABILITIES Customer Deposits $ 869,574 $ 924,268 Accounts Payable 345,697 749,277 Notes Payable 27,371,377 24,973,283 Accrued Liabilities 2,571,595 2,134,670 Deferred Income Taxes 95,504 95,504 Income Taxes Payable 177,261 1,481,531 ----------- ----------- TOTAL LIABILITIES 31,431,008 30,358,533 ----------- ----------- MINORITY INTEREST 129,442 146,790 ----------- ----------- SHAREHOLDERS' EQUITY Common Stock 6,261,272 6,261,272 Additional Paid-in Capital 1,782,105 1,782,105 Retained Earnings 22,250,392 22,986,715 ----------- ----------- TOTAL SHAREHOLDERS' EQUITY 30,293,769 31,030,092 ----------- ----------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $61,854,219 $61,535,415 =========== =========== See accompanying Notes to Consolidated Condensed Financial Statements. 3
4 CONSOLIDATED-TOMOKA LAND CO. CONSOLIDATED CONDENSED STATEMENTS OF INCOME AND RETAINED EARNINGS (Unaudited) Three Months Ended Six Months Ended -------------------------- --------------------------- June 30, June 30, June 30, June 30, 1995 1994 1995 1994 -------- -------- -------- -------- INCOME: Citrus Operations: Sales of Fruit and Other Income $ 2,052,093 $ 2,598,558 $ 5,773,193 $ 6,192,744 Production and Selling Expenses ( 1,799,305) ( 2,684,696) ( 5,292,758) ( 5,588,502) ----------- ----------- ----------- ----------- 252,788 ( 86,138) 480,435 604,242 ----------- ----------- ----------- ----------- Real Estate Operations: Sales and Other Income 1,656,851 1,895,166 2,557,851 6,288,980 Costs and Other Expenses ( 1,306,631) ( 1,183,722) ( 2,128,871) ( 2,828,191) ----------- ----------- ----------- ----------- 350,220 711,444 428,980 3,460,789 ----------- ----------- ----------- ----------- Profit On Sales of Undeveloped Real Estate Interests 1,425,741 355,974 1,485,439 386,991 ----------- ----------- ----------- ----------- Interest and Other Income 106,620 48,499 279,986 91,959 ----------- ----------- ----------- ----------- OPERATING INCOME 2,135,369 1,029,779 2,674,840 4,543,981 GENERAL AND ADMINISTRATIVE EXPENSES ( 917,002) ( 949,922) ( 1,880,527) ( 2,008,158) ----------- ----------- ----------- ----------- INCOME BEFORE MINORITY INTEREST IN PARTNERSHIP 1,218,367 79,857 794,313 2,535,823 MINORITY INTEREST 8,216 4,404 17,348 19,945 ----------- ----------- ----------- ----------- INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 1,226,583 84,261 811,661 2,555,768 INCOME TAXES ( 456,154) ( 31,544) ( 295,730) ( 860,393) ----------- ----------- ----------- ----------- INCOME FROM CONTINUING OPERATIONS 770,429 52,717 515,931 1,695,375 INCOME (LOSS) FROM DISCONTINUED RESORT OPERATIONS (net of tax) -- ( 51,188) -- 94,696 ----------- ----------- ----------- ----------- NET INCOME 770,429 1,529 515,931 1,790,071 RETAINED EARNINGS, Beginning of Period 21,479,963 19,672,721 22,986,715 18,823,370 DIVIDENDS -- -- ( 1,252,254) ( 939,191) ----------- ----------- ----------- ----------- RETAINED EARNINGS, End of Period $22,250,392 $19,674,250 $22,250,392 $19,674,250 =========== =========== =========== =========== PER SHARE INFORMATION: Average Shares Outstanding 6,261,272 6,261,272 6,261,272 6,261,272 =========== =========== =========== =========== PER SHARE INFORMATION: Income From Continuing Operations $ .12 $ .01 $ .08 $ .27 Income (Loss) From Discontinued Resort Operations (net of tax) -- ($.01) -- $ .02 ----------- ----------- ----------- ----------- Net Income Per Share $ .12 -- $ .08 $ .29 =========== =========== =========== =========== Dividends Per Share -- -- $ .20 $ .15 =========== =========== =========== =========== See Accompanying Notes to Consolidated Condensed Financial Statements. 4
5 CONSOLIDATED-TOMOKA LAND CO. CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended --------------------------------- June 30, June 30, 1995 1994 ----------- ---------- CASH FLOW FROM OPERATING ACTIVITIES: CASH RECEIVED FROM: Citrus Sales of Fruit and Other Income $ 5,995,175 $ 6,090,195 Real Estate Sales and Other Income 3,622,505 6,519,939 Sales of Undeveloped Real Estate 1,485,439 386,991 Interest and Other Income 270,355 96,569 ----------- ----------- Total 11,373,474 13,093,694 ----------- ----------- CASH EXPENDED FOR: Citrus Production and Selling Expenses 4,832,127 4,624,447 Real Estate Costs and Expenses 2,215,688 2,646,868 General and Administrative Expenses 1,364,944 1,364,042 Interest 1,059,069 1,098,721 Income Taxes 1,600,000 1,200,283 ----------- ----------- Total 11,071,828 10,934,361 ----------- ----------- Net Cash Provided by Operating Activities 301,646 2,159,333 ----------- ----------- CASH FLOW FROM INVESTING ACTIVITIES: Acquisition of Property, Plant, and Equipment ( 692,105) ( 990,163) Investments in Investment Securities (2,400,742) ( 21,638) Direct Financing Lease 43,360 39,192 Proceeds from Sale of Property, Plant, and Equipment 1,225,167 10,432 Cash Flow from Discontinued Resort Operations -- ( 11,820) ----------- ----------- Net Cash Used in Investing Activities ( 1,824,320) ( 973,997) ----------- ----------- CASH FLOW FROM FINANCING ACTIVITIES: Cash Proceeds of Debt 4,200,000 2,250,000 Payments of Debt ( 1,801,906) ( 4,396,797) Dividends Paid ( 1,252,254) ( 939,191) ----------- ----------- Net Cash Provided by (Used in) Financing Activities 1,145,840 ( 3,085,988) ----------- ----------- NET DECREASE IN CASH ( 376,834) ( 1,900,652) CASH, BEGINNING OF YEAR 503,545 2,155,712 ----------- ----------- CASH, END OF PERIOD $ 126,711 $ 255,060 =========== =========== See accompanying Notes to Consolidated Condensed Financial Statements. 5
6 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 1. Principles of Interim Statements. The information presented in the unaudited consolidated condensed financial statements reflects all adjustments which are, in the opinion of the management, necessary to present fairly the Company's financial position and the results of operations for the interim periods. The consolidated condensed format is designed to be read in conjunction with the last annual report. The consolidated condensed financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. 2. Seasonal Operations. The Company's citrus operations involve a single-crop agricultural commodity and are seasonal in nature. To a lesser extent, its forestry activities are seasonal in nature. Accordingly, results for the six months ended June 30, 1995 and 1994 are not necessarily indicative of results to be expected for the full year. Results of operations for the twelve months ended June 30, 1995 and 1994 are summarized as follows (in thousands): Twelve Months Ended June 30, ---------------------------------------------------------------- 1995 1994 ----------------------------- ----------------------------- Revenues Income(Loss) Revenues Income(Loss) -------- ------------ -------- ------------ Citrus Operations $ 7,755 $( 37) $ 8,763 $ 1,158 Real Estate Operations 12,797 6,605 16,614 5,908 General Corporate & Other 5,310 1,957 824 ( 2,700) ------- -------- ------- -------- Total Revenues $25,862 $26,201 ======= ======= Income Before Income Taxes 8,525 4,366 Income Taxes ( 3,214) ( 1,512) -------- -------- Income from Continuing Operations 5,311 2,854 Loss From Discontinued Resort Operations (net of income taxes) ( 230) ( 609) -------- -------- Net Income $ 5,081 $ 2,245 ======== ======== 3. Common Stock and Earnings Per Common Share. Primary earnings per share are based on the average number of common shares and common share equivalents outstanding during the period. Primary and fully diluted earnings per share are the same for the periods. 4. Notes Payable. Notes payable consist of the following: June 30, 1995 --------------------------------------------------- Due Within Total One Year -------------- -------------- Consolidated-Tomoka Land Co. ---------------------------- $15,000,000 Line of Credit $ 6,000,000 $ 6,000,000 Mortgages Payable 9,755,565 159,949 Industrial Revenue Bonds 3,281,857 256,702 ----------- ----------- 19,037,422 6,416,651 ----------- ----------- Indigo Group Ltd. ----------------- Industrial Revenue Bonds 2,020,600 56,400 Mortgages Payable 6,313,355 93,264 ----------- ----------- 8,333,955 149,664 ----------- ----------- Total $27,371,377 $ 6,566,315 =========== =========== Indigo Group Ltd. ("IG LTD.") is a 100% owned limited partnership in the real estate business. Included in notes payable is a $2,582,162 mortgage note collateralized by developed real estate in a joint venture project. IG Ltd.'s 50% partner is jointly liable on the note. 6
7 Payments applicable to reduction of principal amounts will be required as follows: Consolidated- Indigo Tomoka Group Year Ending June 30, Land Co. Ltd. Total --------------------- ------------- ------------- ------------ 1996 $ 6,416,651 $ 149,664 $ 6,566,315 1997 532,464 157,642 690,106 1998 578,488 166,315 744,803 1999 628,497 2,615,965 3,244,462 2000 682,839 141,100 823,939 Thereafter 10,198,483 5,103,269 15,301,752 ----------- ----------- ----------- $19,037,422 $ 8,333,955 $27,371,377 =========== =========== =========== In the first six months of 1995 interest totaled $1,124,335 of which $65,265 was capitalized to land held for development and sale. Total interest for the six months ended June 30, 1994 was $1,098,721, all of which was expensed during the period. 5. Discontinued Operations. On July 14, 1994, the Company sold its resort complex for a price of $7,175,000. The sales price of the transaction approximated book value of the assets. Summary financial information follows: Three Months Ended Six Months Ended --------------------- ------------------ June 30, June 30, June 30, June 30, 1995 1994 1995 1994 ------- ------- ------- ------- Revenues from Discontinued Resort Operations -- 2,000,384 -- 4,307,030 Income Tax Provision (Income Tax Credits) for Discontinued Resort Operations -- ( 30,883) -- 57,133 Earnings (Loss) Per Share from Discontinued Resort Operations (net of income taxes) -- ($.01) -- $ .02 7
8 MANAGEMENT'S DISCUSSION AND ANALYSIS The Management's Discussion and Analysis is designed to be read in conjunction with the financial statements and Management's Discussion and Analysis in the last annual report. RESULTS OF OPERATIONS Citrus Operations Profits from citrus operations totaled $252,788 for the quarter ended June 30, 1995, a significant turnaround from the $86,138 loss recorded for 1994's second period. The profit improvement was achieved on a 33% reduction in production and selling expenses, resulting from lower grove care and packing material costs posted in the second quarter due to favorable crop and inventory adjustments. Revenues for the period declined 21% to $2,052,093 on a 17% reduction in fruit sold in addition to a 4% fall in average fruit pricing. Fruit sold in 1995's second quarter totaled 269,131 boxes compared to 325,174 for the same period of 1994. Year-to-date for the six months ended June 30, 1995 citrus operating profits fell 20% to $480,435. This decline from 1994's six month profit of $604,242 is the result of a 7% decrease in revenue on a combination of a 3% reduction in fruit harvested and a 3% fall in average pricing. Boxes harvested and sold for the first six months of 1995 totaled 696,057 and produced revenues of $5,773,193. Revenues of $6,192,744 were realized in 1994 on 718,342 boxes of fruit harvested and sold. Production and selling expenses for 1995 declined 5% on this reduction in fruit volume. Real Estate Operations Overall profitability from real estate operations fell significantly for both the quarter and six month periods. Second period results reflect a profit of $350,220 compared to $711,444 in the prior year, while year-to-date profit of $428,980 compares to last year's profit of $3,460,789. This downturn in profits from real estate operations can be directly attributed to lower profits on commercial real estate sales for both the quarter and six month periods. Sales of commercial property for 1995's six month period totaled 31 acres generating revenues of $542,000 and profits of $303,000, with profits of $242,000 recorded in the second quarter on the sale of 29 acres. These results compare to the sale of 33 acres, plus the sale of impact fee credits, in 1994's first six months producing profits over $3,750,000 on revenues exceeding $4,000,000. Second quarter results for 1994 included the sale of 8 acres for $950,000 producing profit of $857,000. Forestry operations posted profit gains of over $150,000 for the second quarter and nearly $300,000 for the six months when compared to 1994's same periods. The improved results are attributable to substantially higher revenues on the sale of higher quality timber and increased pricing. Profits from income properties improved slightly for both periods on 7% increases in revenues due to higher occupancy levels. Small losses were posted from residential activities for the quarter and six month periods in both years. General, Corporate and Other Sales of 389 acres of undeveloped real estate interests located in Highlands County, Florida produced income of $1,485,439 for the first six months of 1995, with $1,425,741 of the income generated in the second quarter. Results for 1994's first six months include income of $386,991 realized on the sale of 98 acres, of which $355,974 was posted in the second quarter of that year. Interest and other income were up 120% and 204% for the second quarter and six months to date of 1995, respectively. These increases result from higher interest recorded on mortgage notes receivable outstanding from year end 1994 sales. The improvements are offset to the extent of a small loss recorded on the sale of the Mariner Towne Square shopping center located in Spring Hill, Florida. General and administrative expenses decreased 3% in 1995's second three month period compared to 1994, while declining 6% for the six month period. The reductions can be attributed to lower interest expense. Net income for the first six months of 1994 included profits of $94,696, net of income tax, from the discontinued resort operations, with the quarterly results for 1994 including a loss of $51,188, net of income tax. The resort properties were sold July 14, 1994. 8
9 FINANCIAL POSITION Company profits of $770,429, equivalent to $.12 per share, for 1995's second quarter represent a significant improvement over the breakeven results posted one year earlier; although, year-to-date earnings of $515,931, equivalent to $.08 per share, lag the income of $1,790,071, equivalent to $.29 per share, generated in 1994's first six months. The downturn year-to-date can substantially be attributed to lower profitability on commercial real estate sales. Results from 1994 include one major transaction which produced gains of $2.9 million from the sale of 26 acres. Improvements in 1995's second quarter are primarily due to sales of undeveloped real estate interests in Highlands County, Florida along with improved citrus and forestry results. Cash flow for the six months of 1995 was negative $376,834 after the payment of dividends totaling $1,252,254, equivalent to $.20 per share. The dividend represents a 33% increase over the dividends equivalent to $.15 per share paid in August, 1994. Operating activities generated $301,646 of cash flow, while total cash of $1,824,320 was used in investing activities. Investing activities included funds of $2,400,742 invested in investment securities, with an additional $692,105 spent on the acquisition of property, plant and equipment. Offsetting these cash uses were proceeds of $1,225,167 generated from the sale of property, plant and equipment, primarily realized from the sale of the Mariner Towne Square shopping center. Major uses for property, plant and equipment include $420,000 spent for the expansion of the Mariner Village shopping center and $118,000 spent on citrus groves. Cash flow from financing activities provided $1,145,840 as debt increased $2,398,094 offset by the dividends paid. Cash required to fund capital projects for the remainder of the year is estimated at $1,000,000 and will be provided from operations and when necessary existing financing sources. These capital projects are comprised primarily of the continued development of the Ladies Professional Golf Association ("LPGA") mixed-use project and improvements at the citrus packing plant in Lake Placid, Florida. Harvesting of company fruit for the 1994-95 citrus crop year ended in late May. Boxes harvested for the crop year totalled 951,249, and although a 5% improvement over last crop year, still down significantly from the 1.25 million boxes harvested two years ago. Company groves are in excellent condition at this time. With the prolific and uniform bloom experienced in early spring and new groves coming into maturity, early signs are pointed toward an abundant 1995-96 company crop and the return to production levels achieved two years ago. The Florida final orange crop for the 1994-95 season totaled 206.7 million boxes, which represents the second largest crop on record. This abundant crop has led to depressed processed fruit prices. Some industry processors feel that a short supply of frozen concentrate orange juice in late summer, caused by a decrease in product since the end of 1994, may boost pricing in the fall. Commercial real estate development efforts continue to be centered on the LPGA mixed-use development. The second golf course is nearing the end of the design and engineering phase and permitting should begin in the third quarter of 1995 with construction of the course scheduled for commencement in early to mid-1996. The initial residential lot sales to third party homebuyers occurred in the second quarter. Home construction should commence in the third quarter. These transactions were on the 60 acres of land located in the northern section of the development the company sold to a residential developer at the end of 1994. The I-95 interchange at LPGA Boulevard is now scheduled to be completed by October 1. The development activity within and around the project has led to significant sales activity of property within the project, along with company owned property adjacent to the project. Total commercial real estate contract backlog for closing in 1995 amounts to $7.1 million with additional properties under contract for closing in later years and active discussions taking place on several other properties. The strong commercial real estate contract backlog, along with the improved prospects for the 1995-96 citrus crop year, lead to a forecast of a profitable 1995 and the near future. 9
10 PART II -- OTHER INFORMATION Item 1. Legal Proceedings There are no material pending legal proceedings to which the Company or its subsidiaries is a party. Items 2 through 5. Not Applicable Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: Exhibit (11) - Computation of Earnings Per Common Share Exhibit (27) - Financial Data Schedule (for SEC use only) (b) Reports on Form 8-K None filed. 10
11 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 thereunto duly authorized. CONSOLIDATED-TOMOKA LAND CO. (Registrant) Date: August 4, 1995 By:/s/ Bob D. Allen --------------------------------------- Bob D. Allen, President and Chief Executive Officer Date: August 4, 1995 By:/s/ Bruce W. Teeters --------------------------------------- Bruce W. Teeters, Senior Vice President Finance and Treasurer 11
12 EXHIBIT INDEX Page No. -------- No. 11 Computation of Earnings Per Common Share 13 No. 27 Financial Data Schedule (for SEC use only) 14
1 EXHIBIT 11 CONSOLIDATED-TOMOKA LAND CO. AND SUBSIDIARIES COMPUTATION OF EARNINGS PER COMMON SHARE FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED JUNE 30, JUNE 30, JUNE 30, JUNE 30, 1995 1994 1995 1994 ----------- ---------- ----------- ---------- PRIMARY EARNINGS (IN THOUSANDS) INCOME FROM CONTINUING OPERATIONS 770,428 52,717 515,931 1,695,375 LOSS FROM DISCONT. RESORT OPERATIONS (NET OF TAX) -- (51,188) -- 94,696 ---------- ---------- --------- ---------- NET INCOME APPLICABLE TO COMMON STOCK 770,428 1,529 515,931 1,790,071 ========== ========== ========= ========== PRIMARY SHARES USED IN COMPUTATION WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 6,261,272 6,261,272 6,261,272 6,261,272 SHARES APPLICABLE TO STOCK OPTIONS USING THE TREASURY STOCK METHOD AT AVERAGE MARKET PRICE FOR THE PERIOD 41,386 30,776 28,594 39,634 ---------- ---------- --------- ---------- TOTAL PRIMARY SHARES 6,302,658 6,292,048 6,289,866 6,300,906 ========== ========== ========= ========== PRIMARY EARNINGS PER COMMON SHARE: INCOME FROM CONTINUING OPERATIONS $ 0.12 $ 0.01 $ 0.08 $ 0.27 LOSS FROM DISCONT. RESORT OPERATIONS (NET OF TAX) -- ($0.01) -- $ 0.02 ---------- ---------- --------- ---------- NET INCOME APPLICABLE TO COMMON STOCK $ 0.12 $ 0.00 $ 0.08 $ 0.29 ========== ========== ========= ========== FULLY DILUTED SHARES USED IN COMPUTATION TOTAL PRIMARY SHARES 6,302,658 6,292,048 6,289,866 6,300,906 SHARES APPLICABLE TO STOCK OPTIONS IN ADDITION TO THOSE USED IN PRIMARY COMPUTATION DUE TO USE OF THE HIGHER OF AVERAGE MARKET PRICE OR PERIOD END MARKET PRICE -- -- 6,365 1,947 ---------- ---------- --------- ---------- 6,302,658 6,292,048 6,296,231 6,302,853 ========== ========== ========= ========== FULLY DILUTED EARNINGS PER SHARE: INCOME FROM CONTINUING OPERATIONS $ 0.12 $ 0.01 $ 0.08 $ 0.27 LOSS FROM DISCONT. RESORT OPERATIONS (NET OF TAX) -- ($0.01) -- $ 0.02 ---------- ---------- --------- ---------- NET INCOME APPLICABLE TO COMMON STOCK $ 0.12 $ 0.00 $ 0.08 $ 0.29 ========== ========== ========= ==========
5 6-MOS DEC-31-1995 JAN-01-1995 JUN-30-1995 126,711 3,691,697 9,805,675 0 20,510,184 0 39,617,041 13,082,834 61,854,219 0 0 6,261,272 0 0 24,032,497 61,854,219 9,816,483 10,096,469 5,523,360 7,421,629 1,266,876 0 596,303 811,661 295,730 515,931 0 0 0 515,931 0.08 0.08