-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UoCjMzxuycKtdxSPAVdX/yCaR4UxxUIQVYUCzX5F8D887GBV5X4UvQREn9S1XMJm 75DQxtklQVJiKg7Tl1GzPA== 0000023795-05-000043.txt : 20050718 0000023795-05-000043.hdr.sgml : 20050718 20050718092101 ACCESSION NUMBER: 0000023795-05-000043 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050715 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20050718 DATE AS OF CHANGE: 20050718 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSOLIDATED TOMOKA LAND CO CENTRAL INDEX KEY: 0000023795 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 590483700 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11350 FILM NUMBER: 05958416 BUSINESS ADDRESS: STREET 1: 1530 CORNERSTONE BLVD., STE. 100 CITY: DAYTONA BEACH STATE: FL ZIP: 32117 BUSINESS PHONE: 386-274-2202 MAIL ADDRESS: STREET 1: PO BOX 10809 CITY: DAYTONA BEACH STATE: FL ZIP: 32120-0809 8-K 1 k8071505.txt 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 July 15, 2005 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, July 15, 2005 CONSOLIDATED-TOMOKA LAND CO. COMMISSION FILE NO. 0-5556 EMPLOYER ID NO. 59-0483700 Item 2.02. Results of Operations and Financial Condition. On July 15, 2005, Consolidated-Tomoka Land Co., a Florida Corporation, issued a press release relating to the Company's earnings for the three months and six months ended June 30, 2005. 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 July 15, 2005 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: July 15, 2005 By:/S/Bruce W. Teeters ---------------------- Bruce W. Teeters, Senior Vice President - Finance and Treasurer Chief Financial Officer 2 EX-99 2 ex071505edgar.txt EXHIBIT 99.1 PRESS RELEASE For Immediate Release Date: July 15, 2005 Contact: Bruce W. Teeters, Sr. Vice President Phone: (386) 274-2202 Facsimile: (386) 274-1223 CONSOLIDATED TOMOKA ANNOUNCES SECOND QUARTER EARNINGS DAYTONA BEACH FLORIDA - Consolidated-Tomoka Land Co. (AMEX-CTO) today reported net income of $851,126 or $.15 per share for the quarter ended June 30, 2005, compared with net income of $491,033 or $.08 per share for 2004's same period. Earnings before depreciation, amortization and deferred taxes (EBDDT) totaled a negative $.20 per share in 2005's second quarter, compared with $.26 per share in 2004. For the six months ended June 30, 2005, net income totaled $1.76 per share and EBDDT totaled $2.36 per share. The comparable numbers for the first six months of 2004 were net income of $.06 per share and EBDDT of $.21 per share. 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, "Second quarter operating results reflect higher land sales and income property profits compared with 2004's same period. Five free-standing income properties, four in the second quarter, were acquired in the first half of 2005. Profit improvements were offset by increased stock option expense accruals resulting from the rise in the Company's stock price. Management is currently concentrating on closing a backlog of pending contracts for the balance of the year." Consolidated-Tomoka Land Co. is a Florida-based Company primarily engaged in converting Company owned timber lands into a portfolio of income properties strategically located throughout the Southeast, and development, management and sale of targeted real estate properties. Visit our website at www.consolidatedtomoka.com 1 EARNINGS NEWS RELEASE QUARTER ENDED ---------------------------- JUNE 30, JUNE 30, 2005 2004 ------------ ----------- REVENUES $6,375,624 $4,574,201 NET INCOME $ 851,126 $ 491,033 EARNINGS PER SHARE: BASIC $0.15 $0.08 DILUTED $0.14 $0.08 EARNINGS NEWS RELEASE SIX MONTHS ENDED ---------------------------- JUNE 30, JUNE 30, 2005 2004 ------------ ----------- REVENUES $29,705,617 $8,150,346 NET INCOME $ 9,933,559 $ 359,994 EARNINGS PER SHARE: BASIC $1.76 $0.06 DILUTED $1.73 $0.06 2 RECONCILIATION OF NET INCOME TO EARNINGS BEFORE DEPRECIATION, AMORTIZATION, AND DEFERRED TAXES QUARTER ENDED -------------------------- June 30, June 30, 2005 2004 ----------- ------------ Net Income $ 851,126 $ $491,033 Add Back: Depreciation and Amortization 425,342 330,488 Deferred Taxes (2,383,638) 627,622 --------- -------- Earnings (Loss)Before Depreciation, Amortization, and Deferred Taxes $(1,107,170) $1,449,143 ========== ========= EBDDT Per Share ($0.20) $0.26 ===== ===== RECONCILIATION OF NET INCOME TO EARNINGS BEFORE DEPRECIATION, AMORTIZATION, AND DEFERRED TAXES SIX MONTHS ENDED -------------------------- June 30, June 30, 2005 2004 ----------- ------------ Net Income $ 9,933,559 $ 359,994 Add Back: Depreciation and Amortization 825,073 615,947 Deferred Taxes 2,614,851 207,332 --------- -------- Earnings Before Depreciation, Amortization, and Deferred Taxes $13,373,483 $1,183,273 ========== ========= EBDDT Per Share $2.36 $0.21 ===== ===== 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 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. 3 CONSOLIDATED-TOMOKA LAND CO. CONSOLIDATED BALANCE SHEET
UNAUDITED JUNE 30, DECEMBER 31, 2005 2004 ------------ ----------- ASSETS Cash $ 1,208,825 $ 273,911 Restricted Cash 5,630,699 27,717,882 Investment Securities 16,730,505 3,642,785 Notes Receivable 2,763,279 4,425,252 Real Estate held for Development and Sale 9,833,866 9,821,988 Intangible Assets 4,247,293 2,726,763 Other Assets 2,274,911 2,034,530 ---------- ---------- $ 42,689,378 $50,643,111 ---------- ---------- Property, Plant and Equipment: Land, Timber and Subsurface Interests $ 2,101,209 $ 2,091,080 Golf Buildings, Improvements and Equipment 11,369,717 11,345,915 Income Properties Land, Buildings and Improvements 84,283,743 58,703,711 Other Furnishings and Equipment 1,415,279 1,228,400 ---------- ---------- Total Property, Plant and Equipment 99,169,948 73,369,106 Less Accumulated Depreciation and Amortization (5,504,352) (4,791,243) ---------- ---------- Net - Property, Plant and Equipment 93,665,596 68,577,863 ---------- ---------- TOTAL ASSETS $136,354,974 $119,220,974 =========== =========== LIABILITIES Accounts Payable $ 77,008 $ 405,609 Accrued Liabilities 6,446,748 3,895,125 Income Taxes Payable 1,629,659 658,040 Deferred Income Taxes 28,549,326 25,934,475 Notes Payable 8,609,293 8,716,976 ---------- ---------- TOTAL LIABILITIES $ 45,312,034 $ 39,610,225 ---------- ---------- SHAREHOLDERS' EQUITY Common Stock 5,667,796 5,641,722 Additional Paid in Capital 4,421,269 2,176,184 Retained Earnings 81,457,902 72,316,660 Accumulated Other Comprehensive Loss ( 504,027) ( 523,817) ---------- ---------- TOTAL SHAREHOLDERS' EQUITY 91,042,940 79,610,749 ---------- ---------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $136,354,974 $119,220,974 =========== ===========
4 "Safe Harbor" Certain statements contained in this press release (other than the statements of historical fact are forward-looking statements. The words "believe," "estimate," "expect," "intend," "anticipate," "will," "could," "may," "should," "plan,""potential," "predict," "forecast,"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, 2005, 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 market demand of the Company's real estate parcels, income properties, timber and other products; the impact of competitive real estate; changes in pricing by the Company or its competitors; the costs and other effects of complying with environmental and other regulatory requirements; losses due to natural disasters; and changes in national, regional or local economic and political conditions, such as inflation, deflation, or fluctuation in interest rates. 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. 5 -----END PRIVACY-ENHANCED MESSAGE-----