-----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, EUwL+BZYo/Q/Tes18ek4nn3QekI25uSFrbxbooxRCwXpuss6J2jYAvvA3Yn+iP3i YJ4VgvcO4J7ogZtTHIcXuQ== 0000023795-07-000002.txt : 20070215 0000023795-07-000002.hdr.sgml : 20070215 20070215134359 ACCESSION NUMBER: 0000023795-07-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070214 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070215 DATE AS OF CHANGE: 20070215 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: 07626589 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 k821407.txt FORM 8-K 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 February 14, 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)) PAGE> 1 FORM 8-K, February 14, 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 February 14, 2007, 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, 2006. 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 February 14, 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: February 14, 2007 By:/S/Bruce W. Teeters ---------------------- Bruce W. Teeters, Senior Vice President - Finance and Treasurer Chief Financial Officer 2 EX-99 2 pressrel21407.txt PRESS RELEASE PRESS RELEASE For Immediate Release Date: February 14, 2007 Contact: Bruce W. Teeters, Sr. Vice President Phone: (386) 274-2202 Facsimile: (386) 274-1223 CONSOLIDATED TOMOKA REPORTS 2006 EARNINGS DAYTONA BEACH, FLORIDA - Consolidated-Tomoka Land Co. (AMEX CTO) today reported net income of $14,028,322 or $2.47 basic earnings per share for the year ended December 31, 2006, and earnings before depreciation, amortization, and deferred taxes (EBDDT) of $21,626,683 or $3.80 per basic share for such period. The comparable numbers for 2005 were net income of $14,817,750 or $2.62 basic earnings per share and EBDDT of $14,797,476 or $2.61 per basic share For the three months ended December 31, 2006, net income totaled $5,776,338 or $1.01 per basic share compared with net income of $2,195,344 or $.39 per basic share for the same period in 2005. EBDDT is being provided to reflect the impact of the Company's business strategy of investing in income properties. 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. In 2006, EBDDT was significantly higher because all qualifying profits from 2006 sales were deferred for tax purposes compared with 2005 when only a portion of the profits were deferred for tax purposes and a $5.0 million reclassification adjustment of deferred taxes resulting from an Internal Revenue Service settlement agreement which was reflected in 2005's EBDDT. William H. McMunn, president and chief executive officer, stated, "Despite the national weakening of the residential real estate market, the Company's operating results of $2.47 per basic share for 2006 were near record levels. We attribute our performance to a relatively table commercial sales market and to the design of our business model, which tends to level out periodic downturns in the real estate cycle. Real estate sales for 2006 totaled 213 acres at an average price of $96,470 per acre. Profit from our income properties portfolio continued to grow with the addition of Dick's Sporting Goods and Best Buy stores in Atlanta, Georgia, in the second quarter of 2006." Consolidated-Tomoka Land Co. is a Florida-based Company primarily engaged in the conversion of 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. # # # 1 "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 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. # # # 2 EX-99 3 pressrelfin.txt PRESS RELEASE FINANCIALS EARNINGS NEWS RELEASE QUARTER ENDED ---------------------------- DECEMBER 31, DECEMBER 31, 2006 2005 ------------ ------------ REVENUES $17,908,566 $8,372,221 ============ ============ NET INCOME BEFORE DISCONTINUED OPERATIONS AND CUMMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE $5,776,338 $2,207,525 DISCONTINUED OPERATIONS (NET OF INCOME TAX) -- ($12,181) CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE -- -- (NET OF INCOME TAX) ----------- ------------ NET INCOME $5,776,338 $2,195,344 =========== ============ BASIC EARNINGS PER SHARE: NET INCOME BEFORE DISCONTINUED OPERATIONS AND CUMMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE $1.01 $0.39 DISCONTINUED OPERATIONS (NET OF INCOME TAX) -- -- CULULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE (NET OF INCOME TAX) -- -- ----------- ------------ NET INCOME $1.01 $0.39 =========== ============ DILUTED EARNINGS PER SHARE: NET INCOME BEFORE DISCONTINUED OPERATIONS AND CUMMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE $1.01 $0.38 DISCONTINUED OPERATIONS (NET OF INCOME TAX) -- -- CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE (NET OF INCOME TAX) -- -- ----------- ------------ NET INCOME $1.01 $0.38 =========== ============ PAGE> 1 YEAR ENDED ---------------------------- DECEMBER 31, DECEMBER 31, 2006 2005 ----------- ------------ REVENUES $43,589,253 $44,719,956 =========== ============ NET INCOME BEFORE DISCONTINUED OPERATIONS AND CUMMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE $14,003,939 $14,821,189 DISCONTINUED OPERATIONS (NET OF INCOME TAX) $240,476 ($3,439) CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE (NET OF INCOME TAX) ($216,093) (1) -- ----------- ------------ NET INCOME $14,028,322 $14,817,750 =========== ============ BASIC EARNINGS PER SHARE: NET INCOME BEFORE DISCONTINUED OPERATIONS AND CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE $2.47 $2.62 DISCONTINUED OPERATIONS (NET OF INCOME TAX) $0.04 -- CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE ($0.04) (1) -- (NET OF INCOME TAX) ----------- ------------ NET INCOME $2.47 $2.62 =========== ============ DILUTED EARNINGS PER SHARE: NET INCOME BEFORE DISCONTINUED OPERATIONS AND CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE $2.46 $2.58 DISCONTINUED OPERATIONS (NET OF INCOME TAX) $0.04 -- CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE ($0.04) (1) -- ----------- ------------ NET INCOME $2.46 $2.58 =========== ============ ()THE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE REPRESENTS THE CHANGE IN ACCOUNTING FOR STOCK OPTIONS WITH THE ADOPTION OF FINANCIAL ACCOUNTING STANDARDS BOARD STATEMENT NO. 123 (REVISED 2004)EFFECTIVE JANUARY 1, 2006. 2 RECONCILIATION OF NET INCOME TO EARNINGS BEFORE DEPRECIATION, AMORTIZATION, AND DEFERRED TAXES QUARTER ENDED ---------------------------- DECEMBER 31, DECEMBER 31, 2006 2005 ------------ ---------- Net Income $5,776,338 $2,195,344 Add Back: Depreciation and Amortization 603,482 477,852 Deferred Taxes 3,159,297 (3,983,448) Earnings Before Depreciation, ----------- ------------ Amortization, and Deferred Taxes $ 9,539,117 ($1,310,252) =========== ============ WEIGHTED AVERAGE SHARES OUTSTANDING 5,692,890 5,667,996 =========== ============ EBDDT PER SHARE $1.68 ($0.24) =========== ============ YEAR ENDED --------------------------- DECEMBER 31, DECEMBER 31, 2006 2005 ----------- ------------ Net Income $14,028,322 $14,817,750 Add Back: Depreciation and Amortization 2,265,848 1,755,127 Deferred Taxes 5,332,513 (1,775,401) ----------- ------------ Earnings Before Depreciation, Amortization, and Deferred Taxes $21,626,683 $14,797,476 =========== =========== WEIGHTED AVERAGE SHARES OUTSTANDING 5,684,042 5,667,387 =========== =========== EBDDT Per Share $3.80 $2.61 =========== =========== 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 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 fund 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
DECEMBER 31, DECEMBER 31, 2006 2005 ------------ ------------ ASSETS Cash $ 738,264 $ 1,127,143 Restricted Cash 1,185,962 7,840,167 Investment Securities 11,780,205 14,341,097 Notes Receivable 700,000 -- Land and Development Costs 15,058,340 9,142,551 Intangible Assets 5,103,649 4,591,944 Other Assets 5,569,605 5,205,415 ---------- ---------- $ 40,136,025 $42,248,317 ---------- ---------- Property, Plant and Equipment: Land, Timber and Subsurface Interests $ 3,012,623 $ 2,280,355 Golf Buildings, Improvements and Equipment 11,442,492 11,382,515 Income Properties Land, Buildings and Improvements 104,819,695 91,656,972 Other Building, Equipment and Land Improvements 2,584,467 1,769,407 ---------- ---------- Total Property, Plant and Equipment 121,859,277 107,089,249 Less Accumulated Depreciation and Amortization (8,221,138) (6,079,090) ---------- ---------- Net - Property, Plant and Equipment 113,638,139 101,010,159 ---------- ---------- TOTAL ASSETS $153,774,164 $143,258,476 =========== =========== LIABILITIES Accounts Payable $ 167,378 $ 248,698 Accrued Liabilities 13,492,894 6,083,047 Income Taxes Payable -- 5,157,171 Deferred Income Taxes 29,491,587 24,159,074 Deferred Profit 563,467 5,345,006 Notes Payable 7,061,531 7,297,593 ---------- ---------- TOTAL LIABILITIES $ 50,776,857 $ 48,290,589 ---------- ---------- SHAREHOLDERS' EQUITY Common Stock 5,693,007 5,667,796 Additional Paid in Capital 2,630,748 4,168,865 Retained Earnings 95,650,170 85,435,246 Accumulated Other Comprehensive Loss ( 976,618) ( 304,020) ---------- ---------- TOTAL SHAREHOLDERS' EQUITY 102,997,307 94,967,887 ---------- ---------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $153,774,164 $143,258,476 =========== ===========
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