UNITED STATES
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 March 31, 2006
___ 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.)
1530 Cornerstone Blvd., Suite 100
Daytona Beach, Florida 32117
(Address of principal executive offices) (Zip Code)
(386) 274-2202
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
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 (or
for such shorter period that the registrant was required to file such
reports) and (2) has been subject to such filing requirements for the
past 90 days.
Yes X No
----- -----
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer. See
definition "accelerated filer and large accelerated filer" in Rule
12b-2 of the Exchange Act. (Check one):
Large accelerated filer Accelerated filer X Non-accelerated filer
--- --- ---
Indicate by check mark whether the registrant is a shell company
(as defined by rule 12b-2 of the Exchange Act).
Yes No X
------ -----
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class of Common Stock Outstanding
May 1, 2006
$1.00 par value 5,673,496
1
CONSOLIDATED-TOMOKA LAND CO.
INDEX
Page No.
--------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets -
March 31, 2006 (Unaudited) and December 31, 2005 3
Consolidated Statements of Income -
Three Months Ended March 31, 2006 and 2005
(Unaudited) 4
Consolidated Statement of Shareholders' Equity and
Comprehensive Income -
Three Months Ended March 31, 2006
(Unaudited) 5
Consolidated Statements of Cash Flows -
Three Months Ended March 31, 2006 and 2005
(Unaudited) 6
Notes to Consolidated Financial Statements 7-13
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 14-19
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 19
Item 4. Controls and Procedures 19
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings 21
Item 1A. Risk Factors 21
Item 6. Exhibits 22
SIGNATURES 23
2
CONSOLIDATED-TOMOKA LAND CO.
CONSOLIDATED BALANCE SHEET
(Unaudited)
March 31, December 31,
2006 2005
------------ -----------
ASSETS
Cash $ 235,381 $ 1,127,143
Restricted Cash 8,796,611 7,840,167
Investment Securities 11,782,150 14,341,097
Land and Development Costs 9,780,249 9,142,551
Intangible Assets 4,516,641 4,591,944
Other Assets 4,922,247 5,205,415
----------- -----------
$ 40,033,279 $ 42,248,317
----------- -----------
Property, Plant and Equipment:
Land, Timber and Subsurface Interests $ 2,440,540 $ 2,280,355
Golf Buildings, Improvements and Equipment 11,393,245 11,382,515
Income Properties Land, Buildings and Improvements 91,686,967 91,656,972
Other Furnishings and Equipment 1,973,062 1,769,407
----------- -----------
Total Property, Plant and Equipment 107,493,814 107,089,249
Less Accumulated Depreciation and Amortization (6,503,387) (6,079,090)
----------- -----------
Net - Property, Plant and Equipment 100,990,427 101,010,159
----------- -----------
TOTAL ASSETS $141,023,706 $143,258,476
=========== ===========
LIABILITIES
Accounts Payable $ 274,447 $ 248,698
Accrued Liabilities 9,357,317 6,083,047
Income Taxes Payable 1,098,915 5,157,171
Deferred Profit 3,899,613 5,345,006
Deferred Income Taxes 25,371,190 24,159,074
Notes Payable 7,240,189 7,297,593
----------- -----------
TOTAL LIABILITIES $ 47,241,671 $ 48,290,589
----------- -----------
SHAREHOLDERS' EQUITY
Common Stock 5,671,749 5,667,796
Additional Paid in Capital 1,147,641 4,168,865
Retained Earnings 87,162,369 85,435,246
Accumulated Other Comprehensive Loss (199,724) (304,020)
----------- -----------
TOTAL SHAREHOLDERS' EQUITY 93,782,035 94,967,887
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $141,023,706 $143,258,476
=========== ===========
See accompanying Notes to Financial Statements.
3
CONSOLIDATED-TOMOKA LAND CO.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended
----------------------------
March 31, March 31,
2006 2005
----------------------------
INCOME: $ $
Real Estate Operations:
Real Estate Sales
Sales and Other Income 4,611,857 20,187,813
Costs and Other Expenses (717,633) (3,624,054)
---------- ----------
3,894,224 16,563,759
---------- ----------
Income Properties
Leasing Revenues and Other Income 1,879,693 1,437,255
Costs and Other Expenses (335,075) (262,637)
---------- ----------
1,544,618 1,174,618
---------- ----------
Golf Operations
Sales and Other Income 1,509,664 1,457,575
Costs and Other Expenses (1,570,047) (1,517,549)
---------- ----------
(60,383) (59,974)
---------- ----------
Total Real Estate Operations 5,378,459 17,678,403
Profit on Sales of Other Real Estate Interests 144,052 23,000
Interest and Other Income 243,452 224,350
---------- ----------
Operating Income 5,765,963 17,925,753
General and Administrative Expenses (1,908,530) (3,138,999)
---------- ----------
Income Before Income Taxes 3,857,433 14,786,754
Income Taxes (1,460,509) (5,704,321)
---------- ----------
Income Before Cumulative Effect of
Change in Accounting Principle 2,396,924 9,082,433
Cumulative Effect of Change in
Accounting Principle, Net of Tax (216,093) --
---------- ----------
Net Income 2,180,831 9,082,433
========== ==========
PER SHARE INFORMATION:
Basic Income Per Share
Income Before Cumulative Effect of
Change in Accounting Principle $0.42 $1.61
Cumulative Effect of Change in
Accounting Principle, Net of Tax ($0.04) --
---------- ----------
Net Income $0.38 $1.61
========== ==========
Diluted Income Per Share
Income Before Cumulative Effect of
Change in Accounting Principle $0.42 $1.59
Cumulative Effect of Change in
Accounting Principle, Net of Tax ($0.04) --
---------- ----------
Net Income $0.38 $1.59
========== ==========
Dividends $0.08 $0.07
========== ==========
See accompanying Notes to Financial Statements.
4
CONSOLIDATED-TOMOKA LAND CO.
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
AND COMPREHENSIVE INCOME
(UNAUDITED)
Accumulated
Additional Other Total
Common Paid-In Retained Comprehensive Shareholders' Comprehensive
Stock Capital Earnings Income Equity Income
--------- -------- ----------- ---------- ------------ -----------
Balance,
December 31, 2005 $5,667,796 $4,168,865 $85,435,246 ($304,020) $94,967,887
Net Income 2,180,831 2,180,831 $2,180,831
Other Comprehensive
Income:
Cash Flow Hedging
Derivative, Net
of Tax 104,296 104,296 104,296
----------
Comprehensive Income $ 2,285,127
==========
Stock Options:
Exercise of Stock
Options 3,953 303,865 307,818
Adoption of SFAS
No. 123R -
Reclassification
for Liability
Based Plan (3,325,089) (3,325,089)
Cash Dividends
($.08 per share) (453,708) (453,708)
--------- --------- ---------- ---------- -----------
Balance,
March 31, 2006 $5,671,749 $1,147,641 $87,162,369 ($199,724) $93,782,035
========== ========== =========== ========== ===========
See accompanying Notes to Financial Statements.
5
CONSOLIDATED-TOMOKA LAND CO.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended
-----------------------------
March 31, March 31,
2006 2005
------------ -------------
CASH FLOW FROM OPERATING ACTIVITIES:
Net Income $ 2,180,831 $ 9,082,433
Adjustments to Reconcile Net Income to Net Cash
Provided By Operating Activities:
Depreciation and Amortization 499,600 399,731
Loss on Sale of Property, Plant and Equipment -- 19,148
Deferred Income Taxes 1,212,116 4,998,489
Non Cash Compensation 1,014,915 1,031,043
Decrease (Increase) in Assets:
Notes Receivable -- 90,273
Land and Development Costs (637,698) (880,607)
Income Tax Refundable -- --
Other Assets 283,168 (458,916)
(Decrease) Increase in Liabilities:
Accounts Payable 25,749 (317,725)
Accrued Liabilities (533,559) 1,660,189
Deferred Profit (1,445,393) --
Income Taxes Payable (4,037,528) 791,823
---------- ----------
Net Cash (Used in)/Provided By Operating Activities (1,437,799) 16,415,881
---------- ----------
CASH FLOW FROM INVESTING ACTIVITIES:
Acquisition of Property, Plant, and Equipment (404,565) (9,751,453)
Intangible Assets -- (572,427)
Decrease in Restricted Cash for Acquisitions
Through the Like-Kind Exchange Process (956,444) (4,392,161)
Net Decrease (Increase) in Investment Securities 2,558,947 (848,978)
---------- ----------
Net Cash Provided By/(Used In) Investing Activities 1,197,938 (15,565,019)
---------- ----------
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from Notes Payable 1,943,000 --
Payments on Notes Payable (2,000,404) (53,349)
Cash Proceeds from Exercise of Stock Options 12,079 73,251
Cash Used to Settle Stock Appreciation Rights (132,140) (285,985)
Excess Tax Benefit Realized from Exercise of Stock Option (20,728) --
Dividends Paid (453,708) (395,724)
---------- ----------
Net Cash Used In Financing Activities (651,901) (661,807)
---------- ----------
Net (Decrease) Increase In Cash (891,762) 189,055
Cash, Beginning of Year 1,127,143 273,911
---------- ----------
Cash, End of Period $ 235,381 $ 462,966
========== ==========
See accompanying Notes to Financial Statements.
6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Principles of Interim Statements. The unaudited consolidated
financial statements have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain
information and note disclosures, which are normally included in
annual financial statements prepared in accordance U.S. generally
accepted principles, have been omitted pursuant to those rules and
regulations. The consolidated financial statements reflect all
adjustments, which are, in the opinion of management, necessary to
present fairly the Company's financial position and the results of
operations for the interim periods. The consolidated format is
designed to be read in conjunction with the last annual report. For
further information, refer to the consolidated financial statements
and the notes thereto included in the Company's Annual Report on Form
10-K for the year ended December 31, 2005.
The consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries. Inter-company balances
and transactions have been eliminated in consolidation.
2. Common Stock and Earnings Per Share. Basic earnings per common
share were computed by dividing net income by the weighted
average number of shares of common stock outstanding during the
period. Diluted earnings per common share are based on the
assumption of the conversion of stock options at the beginning of
each period using the treasury stock method at average cost for
the periods.
Three Months Ended
------------------------
March 31, March 31,
2006 2005
---------- ----------
Income Available to Common Shareholder:
Income Before Cumulative Effect of
Change in Accounting Principle $2,396,924 $9,082,433
Cumulative Effect of Change in
Accounting Principle, Net of Tax (216,093) --
--------- ---------
Net Income $2,180,831 $9,082,433
========= =========
Weighted Average Shares Outstanding 5,670,400 5,649,799
Common Shares Applicable to Stock
Options Using the Treasury Stock Method 31,013 67,784
--------- ---------
Total Shares Applicable to Diluted Earnings Per Share 5,701,413 5,717,583
========= =========
PER SHARE INFORMATION:
Basic Income Per Share
Income Before Cumulative Effect of
Change in Accounting Principle $0.42 $1.61
Cumulative Effect of Change in
Accounting Principle, Net of Tax ($0.04) --
--------- ---------
Net Income $0.38 $1.61
========= =========
Diluted Income Per Share
Income Before Cumulative Effect of
Change in Accounting Principle $0.42 $1.59
Cumulative Effect of Change in
Accounting Principle, Net of Tax ($0.04) --
---------- ---------
Net Income $0.38 $1.59
========== =========
7
3. Notes Payable. Notes payable consist of the following:
March 31, 2006
------------------------------
Due Within
Total One Year
---------- --------------
$10,000,000 Line of Credit $ -- $ --
Mortgage Notes Payable 7,240,189 238,962
---------- ----------
$ 7,240,189 $ 238,962
========== ==========
Payments applicable to reduction of principal amounts will be
required as follows:
Year Ending March 31,
---------------------
2007 $ 238,962
2008 257,130
2009 276,679
2010 297,714
2011 320,349
2012 & thereafter 5,849,355
----------
$ 7,240,189
==========
In the first three months of 2006 and 2005, interest expensed and paid
totaled $144,802 and $168,075, respectively.
8
NOTE 4. STOCK OPTION PLAN
--------------------------
The Company maintains a stock option plan ("the Plan") pursuant to
which 500,000 shares of the Company's common stock may be issued. The
Plan in place was approved at the April 25, 2001, Shareholders'
meeting. Under the Plan, the option exercise price equals the stock
market price on the date of grant. The options vest over five years
and all expire after ten years. The Plan provides for the grant of
(1) incentive stock options, which satisfy the requirements of
Internal Revenue Code (IRC) Section 422, and (2) non-qualified options,
which are not entitled to favorable tax treatment under IRC Section
422. No optionee may exercise incentive stock options in any calendar
year for shares of common stock having a total market value of more
than $100,000 on the date of grant (subject to certain carryover
provisions). In connection with the grant of non-qualified options, a
stock appreciation right for each share covered by the option may also
be granted. The stock appreciation right will entitle the optionee to
receive a supplemental payment, which may be paid in whole or in part
in cash or in shares of common stock equal to a portion of the spread
between the exercise price and the fair market value of the underlying
share at the time of exercise. All options granted to date have been
non-qualified options.
On January 1, 2006, the Company adopted Financial Accounting Standards
Board Statement No. 123(revised 2004) "Share-Based Payment" (SFAS No.
123R)by using the modified prospective method of adoption. SFAS No.
123R requires the classification of share-based payment arrangements
as liability or equity instruments. Both the Company's stock options
and stock appreciation rights are liability-classified awards and are
required to be remeasured to fair value at each balance sheet date
until the award is settled. Prior to the adoption of SFAS No. 123R
the Company valued its stock options by applying the intrinsic value-
based method and its stock options were classified in shareholders'
equity. For liability-classified awards SFAS No. 123R requires an
entity to remeasure the liability from its intrinsic value to its fair
value, on the adoption date, and reflect any difference as the
cumulative effect of change in accounting principle, net of any
related tax effect. The Company remeasured the value of its stock
options and stock appreciation rights as of January 1, 2006, which
resulted in a cumulative effect of change in accounting principle, net
of tax, totaling $216,093. Upon adoption of SFAS No. 123R the Company
also reclassified to liabilities the January 1, 2006, fair value of
its stock options, which had been classified within shareholders'
equity in the amount of $3,325,089.
Amounts recognized in the financial statements for stock options and
stock appreciation rights are as follow:
Three Months Ended
----------------------
2006 2005
--------- ---------
Total Cost of Share-Based Plans,
Charged Against Income, Before $ 663,115 $1,868,171
Tax Benefit ======== =========
Income Tax Benefit Recognized in
Income $(255,797) $( 720,647)
======== =========
The fair value of each share option and stock appreciation right is
estimated on the measurement date using the Black-Scholes option
pricing model based on assumptions noted in the following table.
Expected volatility is based on the historical volatility and other
factors of the Company. The Company has elected to use the simplified
method of estimating the expected term of the options and stock
appreciation rights. Due to the small number of employees included in
the Plan, the Company uses the specific identification method to
estimate forfeitures and includes all participants in one group. The
9
STOCK OPTION Plan-continued
---------------------------
risk-free rate for periods within the contractual term of the share
option is based on the U.S. Treasury rates in effect at the time of
measurement.
The Company issues new, previously unissued shares as options are
exercised.
Assumptions at March 31, 2006:
------------------------------
Expected Volatility 29.70%
Expected Dividends .45%
Expected Term 1-6.5 years
Risk-Free Rate 4.30-4.38%
A summary of share option activity under the Plan as of March 31,
2006, and changes during the three months then ended is presented
below:
STOCK OPTIONS Wtd. Avg.
Remaining
Contractual Aggregate
Wtd.Avg. Term Intrinsic
Shares Ex. Price (Years) Value
----------------------------------------------
Outstanding December 31, 2005 160,600 $30.82 -- --
Granted 55,000 $67.27 -- --
Exercised (6,400) $28.67 -- --
Expired - -- -- --
------- ------ ---- ----------
Outstanding March 31, 2006 209,200 $39.15 8.27 $4,814,260
======= ====== ==== ==========
Exercisable at March 31, 2006 39,000 $28.78 7.46 $1,300,712
======= ====== ==== ==========
STOCK APPRECIATION RIGHTS Wtd. Avg.
Remaining
Contractual Aggregate
Wtd.Avg. Term Intrinsic
Shares Fair Value (Years) Value
----------------------------------------------
Outstanding December 31, 2005 160,600 $20.33 -- --
Granted 55,000 $11.56 -- --
Exercised (6,400) $20.39 -- --
Expired - -- -- --
------- ------ ---- ----------
Outstanding March 31, 2006 209,200 $17.53 8.27 $2,592,294
======= ====== ==== ==========
Exercisable at March 31, 2006 39,000 $28.78 7.46 $ 700,383
======= ====== ==== ==========
The weighted-average fair value at March 31, 2006, of options granted
during 2006 and 2005 was $21.47 and $29.36, respectively. Stock
appreciation rights granted during 2006 and 2005 had weighted-average
fair values of $11.56 and $15.81, respectively. The total intrinsic
value of options exercised for the three months ended March 31, 2006,
and 2005 was $261,766 and $603,666, respectively. Stock appreciation
rights exercised during the three months ended March 31, 2006 and
2005, had intrinsic values of $132,140 and $285,985, respectively.
10
STOCK OPTION PLAN-continued
---------------------------
As of March 31, 2006, there was $4,776,603 of total unrecognized
compensation costs related to non-vested stock options and stock
appreciation rights granted under the Plan. That cost is expected to
be recognized over a weighted-average period of 2.08 years. The
liability for stock options and stock appreciation rights reflected on
the consolidated balance sheet at March 31, 2006, was $5,998,297.
Had compensation cost been determined under the fair value method for
all shares under SFAS No. 123, "Accounting for Stock-Based
Compensation (as amended by Statement 148), the Company's net earnings
and earnings per share would have been as follows:
Three Months Ended Year Ended
------------------ ---------------------------
March 31, December 31, December 31,
2006 2005 2004
------------------ ---------------------------
Net Income as Reported $9,082,433 $14,817,750 $14,651,739
Deduct:
Stock-Based Compensation Under
Fair Value Based Method
(Net of Income Tax) (208,879) (384,910) (221,595)
Add Back:
Stock-Based Compensation Under
Intrinsic Value Method
(Net of Income Tax) 633,318 1,174,283 402,683
---------- ----------- -----------
Pro Forma Net Income $9,506,872 $15,607,123 $14,832,827
========== =========== ===========
Basic Earnings Per Share:
As Reported $1.61 $2.62 $2.60
Pro Forma $1.68 $2.76 $2.63
Diluted Earnings Per Share:
As Reported $1.59 $2.58 $2.58
Pro Forma $1.66 $2.72 $2.61
5. Pension Plan. The Company maintains a defined benefit pension
plan. The pension benefits are based primarily on age, years of
service, and average compensation. The benefit formula provides
for a life annuity benefit.
Following are the components of the Net Period Benefit Cost:
Three Months Ended
-------------------------
March 31, March 31,
2006 2005
-------- --------
Service Cost $ 69,291 $ 60,680
Interest Cost 95,915 86,011
Expected Return on Plan Assets (114,224) (118,596)
Net Amortization 17,480 3,432
-------- ---------
Net Periodic Benefit Cost $ 68,462 $ 31,527
========= =========
A contribution, which approximates $45,000, has been made in 2006.
11
6. Business Segment Data. The Company primarily operates in three
business segments: real estate, income properties, and golf.
Real estate operations include commercial real estate, real estate
development, residential, leasing properties for oil and mineral
exploration, and agriculture operations.
The Company evaluates performance based on income or loss from
operations before income taxes. The Company's reportable segments
are strategic business units that offer different products. They
are managed separately because each segment requires different
management techniques, knowledge, and skills.
Information about the Company's operations in different segments
is as follows (amount in thousands):
Quarter Ended
---------------------------
March 31, March 31,
2006 2005
----------- ------------
Revenues:
Real Estate $ 4,612 $ 20,188
Income Properties 1,880 1,437
Golf 1,510 1,458
General, Corporate & Other 387 247
-------- --------
$ 8,389 $ 23,330
======== ========
Income (Loss) Before
Income Taxes:
Real Estate $ 3,894 $ 16,564
Income Properties 1,544 1,175
Golf (60) (60)
Corporate, General & Other (1,521) (2,892)
-------- --------
$ 3,857 $ 14,787
======== ========
At March 31,
2006
----------------
Identifiable Assets:
Real Estate $ 16,108
Income Properties 93,534
Golf 9,257
Corporate, General & Other 22,125
---------
$ 141,024
=========
Depreciation and Amortization:
Real Estate $ 56
Income Properties 317
Golf 106
Corporate, General & Other 21
---------
$ 500
=========
Capital Expenditures:
Real Estate $ 342
Income Properties 30
Golf 11
Corporate, General & Other 22
--------
$ 405
========
12
BUSINESS SEGMENT DATA-continued
-------------------------------
Identifiable assets by industry are those assets that are used in the
Company's operations in each industry. General corporate assets and
assets used in the Company's other operations consist primarily of
cash, investment securities, and property, plant, and equipment.
13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS
-------------------------
The Management's Discussion and Analysis of Financial Condition and
Results of Operations is designed to be read in conjunction with the
financial statements and Management's Discussion and Analysis of
Financial Condition and Results of Operations in the last annual
report on Form 10-K.
OPERATIONS OVERVIEW
-------------------
The Company is primarily engaged in the conversion of agricultural
lands to income properties, real estate land sales and development,
golf course operations, and agriculture operations. The Company has
substantial land holdings in the Daytona Beach, Florida area,
including its golf and agriculture operations. The Company lands are
well-located in the growing central Florida Interstate 4 corridor,
providing an excellent opportunity for reasonably stable land sales in
the near-term future and following years.
With its substantial land holdings in Daytona Beach, the Company has
parcels available for the entire spectrum of real estate uses. Along
with land sales, the Company selectively develops parcels primarily
for commercial uses. Although pricing levels and changes by the
Company and its immediate competitors can affect sales, the Company
generally enjoys a competitive edge due to lower costs associated with
long-time land ownership and a significant ownership position in the
immediate market.
The Company has experienced strong sales activity over the last four
years with many development activities taking place on or surrounding
Company owned land. These activities include the sale of 120 acres of
land to Florida Hospital for the construction of a new facility, which
is projected to commence in the summer of 2006, the expansion of the
Daytona Beach Auto Mall, the opening of a second office building in
the Cornerstone Office Park, and the continued development within the
250-acre Gateway Commerce Park. Residential development was also
strong on lands sold by the Company in prior years, including within
the LPGA International community, and on other lands both east and
west of Interstate 95. These development activities tend to create
additional buyer interest and sales opportunities. While national
homebuilders have experienced reductions in new sales contracts, to
date the Company has not experienced a discernable slowdown in the
Daytona Beach commercial real estate market. A strong backlog of
contracts is in place for closings that the Company expects to occur
in 2006.
In the year 2000, the Company initiated a strategy of investing in
income properties utilizing the proceeds of agricultural land sales
qualifying for income tax deferral through like-kind exchange
treatment for tax purposes. At March 31, 2006, the Company had
invested approximately $96 million in twenty-three income properties
through this process, with an additional $8.8 million held by a
qualified intermediary for investment in additional properties.
With this investment base in income properties, lease revenue in
excess of $7.4 million is expected to be generated annually. This
income, along with income from additional net-lease income property
investments, is expected to decrease earnings volatility in future
years and add to overall financial performance. The Company is now in
a position to consider other forms of real estate investment to
diversify and enhance potential returns.
14
OPERATIONS OVERVIEW-continued
-----------------------------
Golf operations consist of the operation of two golf courses, a
clubhouse facility, and food and beverage activities within the LPGA
International mixed-use residential community on the west side of
Interstate 95, south and east of LPGA Boulevard.
The Company's agriculture operations consist of growing, managing,
land sales of timber and hay products on approximately 11,250 acres of
Company lands on the west side of Daytona Beach, Florida.
SUMMARY OF 2006 FIRST QUARTER OPERATING RESULTS
-----------------------------------------------
For the first three months of 2006, the Company generated net income
of $2,180,831, equivalent to $.38 per basic share. This net income
included a $216,093 charge, equivalent to $.04 per basic share, for
the cumulative effect of change in the accounting for stock options,
with the adoption of Financial Accounting Standards Board Statement
No. 123(Revised 2004), "Share-Based Payment" (SFAS No. 123R). This
net income represented a significant downturn from 2005's first
quarter net income totaling $9,082,433, equivalent to $1.61 per basic
share. The downturn can be attributed to lower commercial land sales
volume during the period, with the sale of 25 acres of land sold in
2006's quarter ended March 31 compared to 174 acres sold in 2005's
same period. Land sales volume for 2005's first period included the
sale of approximately 120 acres, at a price approximating $18 million,
to Florida Hospital for the future site of their hospital. Offsetting
these lower real estate sales results were increased earnings from
income properties with the additional rent received on the seven
properties added throughout 2005.
The Company also uses Earnings Before Depreciation, Amortization and
Deferred Taxes (EBDDT) as a performance measure. The Company's
strategy of investing in income properties through the deferred tax
like-kind exchange process produces significant amounts of
depreciation and deferred taxes.
The following is the calculation of EBDDT:
Quarter Ended
----------------------------------
March 31, March 31,
2006 2005
----------------------------------
Net Income $2,180,831 $ 9,082,433
Add Back:
Depreciation and Amortization 499,600 399,731
Deferred Taxes 1,212,116 4,998,489
--------- ----------
Earnings Before Depreciation, $3,892,547 $14,480,653
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.
15
SUMMARY OF 2006 FIRST QUARTER OPERATING RESULTS-continued
---------------------------------------------------------
EBDDT is calculated by adding depreciation, amortization, and deferred
income taxes to net income as they represent non-cash charges.
For the first quarter of 2006, EBDDT was down compared to the prior
year's same period not only due to the lower earnings posted during
the period, but also due to the decreased add back for deferred taxes
on lower gains and the related income taxes deferred through the like-
kind exchange process on the lower sales volume. The add back for
depreciation and amortization was greater in 2006 compared to 2005
with the additional depreciation and amortization generated on the
acquisition of seven income properties throughout the year in 2005.
REAL ESTATE OPERATIONS
First Quarter 2006 Compared to First Quarter 2005
REAL ESTATE OPERATIONS
----------------------
REAL ESTATE SALES.
For the quarter ended March 31, 2006, profits from real estate sales
of $3,894,224 were realized on revenues totaling $4,611,857. These
revenues and profits were recognized on the sale of 25 acres of
property during the period. Also included in first quarter 2006 was
the recognition of profits totaling $1,720,735, which had previously
been deferred in 2005 for post-closing obligations. Revenues and
profits posted in 2005's first quarter were $20,187,813 and
16,563,759, respectively, on the sale of 174 acres of land. The
sales for 2005 included the sale of approximately 120 acres to Florida
Hospital for the future site of their new hospital.
INCOME PROPERTIES.
The addition of seven new properties throughout 2005 resulted in
a 31% increase in both revenues and net income from income
properties during the first quarter of 2006 when compared to 2005's
same period. Revenues and income totaled $1,879,693 and $1,544,618,
respectively in 2006's first period. First quarter 2005 revenues and
net income amounted to $1,437,255 and $1,174,618, respectively.
GOLF OPERATIONS.
Golf operations posted a loss of $60,383 for the first quarter of
2006. This loss was substantially in line with the loss of $59,974
recorded in the prior year's same period. Both revenues and expenses
from golf operations increased approximately 4% during the period. The
gain in revenues to $1,509,664 resulted from increases in both golf
and food and beverage activities. Golf revenues rose on an 11% gain
in the average rate per round played, offset by a 7% decrease in the
number of rounds played. Higher costs associated with golf course
maintenance and food and beverage salaries and wages resulted in the
increase in golf operations expenses to $1,570,047. Golf operations
revenues and expenses were $1,457,575 and $1,517,549, respectively in
2005's first three-month period.
GENERAL, CORPORATE AND OTHER.
The Company recognized profits of $144,052 from the release of
subsurface rights on 94 acres during 2006's first quarter. This
compared to profits on the sale of other real estate interests
totaling $23,000 during the first period of 2005 on the release of
subsurface rights on 126 acres.
Interest and other income rose 9% during 2006 to $243,452. This
gain was the result of higher interest earned on investment
securities, offset by lower earnings on mortgage notes receivable, as
there were no notes outstanding during 2006's first quarter, and lower
earnings on funds held for reinvestment through the like-kind exchange
process. Interest and other income totaled $224,350 during the first
quarter of 2005.
16
REAL ESTATE OPERATIONS-continued
--------------------------------
General and administrative expenses totaled $1,908,530 in 2006's first
quarter compared to $3,138,999 in 2005's first three months. Lower
expenses related to stock options during the first quarter of 2006 was
the primary cause of the 39% decrease.
On January 1, 2006, the Company implemented SFAS No. 123R. The
implementation resulted in the recording of a $216,093, net of income
tax, cumulative effect of change in accounting principle.
LIQUIDITY AND CAPITAL RESOURCES.
While cash, restricted cash and investment securities declined
$2,494,265 in the first three months of 2006, the Company's balance
sheet remains strong. Cash, restricted cash, and investment
securities totaled $20,814,142 at March 31, 2006. Of this amount,
$8,796,611 was held by an intermediary for investment in additional
income properties through the like-kind exchange process. Notes
payable totaled $7,240,189 at March 31, 2006, with no borrowings
outstanding on the Company's $10.0 million line-of-credit.
The decrease in cash and investment securities during the three-month
period was primarily due to the payment of income taxes resulting from
the 2002 tax audit and the amendment of the 2003 and 2004 income tax
returns as the result of the settlement the Company reached with the
Internal Revenue Service on its like-kind exchange transactions which
occurred on the Company's Development of Regional Impact lands.
Other uses of cash during the period included the payment of dividends
totaling $453,708, equivalent to $.08 per share, and $404,565 expended
for the acquisition of property, plant, and equipment. Additions to
property, plant, and equipment during the period were primarily
associated with land clearing, planting, and equipment for the
Company's hay operation.
Capital expenditures for the remainder of the year approximate $9
million in addition to funds to be invested in income properties.
These funds are projected to be centered on road construction. The
Company currently has one property under contract in the Atlanta area
at a price approximating $15.1 million. The purchase is expected to
occur at the end of the second quarter of 2006.
Capital to fund the planned expenditures is expected to be provided
from cash and investment securities, as they mature, operating
activities, and current financing sources in place. The Company has
the ability to borrow on a non-recourse basis against its existing
income properties, which are all free of debt as of the date of this
filing. As additional funds become available through qualified sales,
the Company expects to invest in additional real estate opportunities.
CRITICAL ACCOUNTING POLICIES.
The profit on sales of real estate is accounted for in accordance with
the provisions of SFAS No. 66, "Accounting for Sales of Real Estate."
The Company recognizes revenue from the sale of real estate at the
time the sale is consummated unless the property is sold on a deferred
payment plan and the initial payment does not meet criteria
established under SFAS No. 66, or the Company retains continuing
involvement with the property.
During the first three months of 2006, the Company closed one
transaction for which the Company had post-closing obligations to
provide off-site utilities improvements. Full cash payment was
received at closing, and a warranty deed was transferred and recorded.
The sales contract does not provide any offsets, rescission or buy-
back if the improvements are not made. As the Company has retained
17
CRITICAL ACCOUNTING POLICIES-continued
--------------------------------------
post-closing obligations, a portion of the revenues and profits on the
sale was deferred in accordance with SFAS No. 66. The transaction
is being accounted for on a percentage-of-completion method with
revenues and profits recognized as costs are incurred. For the
quarter ended March 31, 2006, revenues and profits of $328,975 and
$275,342 were deferred, respectively. These profits are expected to
be recognized during 2006, as the off-site improvements are completed.
Also during the first quarter of 2006, revenues and profits of
$1,770,417 and $1,720,735, respectively, were recognized from 2005
closings, which had been deferred as a result of post-closing
obligations existing at the time of closing. A portion of the
obligations were completed during the first quarter of 2006, and thus
a portion of revenues and profits were recognized. At March 31, 2006,
deferred profits totaling $3,899,613 remained on the Company's balance
sheet to be recognized with the completion of the post-closing
obligations. The Company expects to complete all the post-closing
obligations prior to year-end 2006.
In accordance with SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets," the Company has reviewed the
recoverability of long-lived assets, including real estate and
development and property, plant, and equipment for impairment
whenever events or changes in circumstances indicate that the carrying
amount of an asset may or may not be recoverable. Real estate and
development is evaluated for impairment by estimating sales prices
less costs to sell. Impairment on income properties and other
property, plant, and equipment is measured using an undiscounted cash
flow approach. There has been no impairment of long-lived assets
reflected in the consolidated financial statements.
At the time the Company's debt was refinanced, the Company entered
into an interest rate swap agreement. This swap arrangement changes
the variable-rate cash flow exposure on the debt obligations to fixed
cash flows so that the Company can manage fluctuations in cash flows
resulting from interest rate risk. This swap arrangement essentially
creates the equivalent of fixed-rate debt. The above referenced
transaction is accounted for under SFAS No. 133, "Accounting for
Derivative Instruments and Certain Hedging Activities" and SFAS No.
138, "Accounting for Certain Derivative Instruments and Certain
Hedging Activities, an Amendment of SFAS No. 133." The accounting
requires the derivative to be recognized on the balance sheet at its
fair value and the changes in fair value to be accounted for as other
comprehensive income or loss. The Company measures the
ineffectiveness of the interest rate swap derivative by comparing the
present value of the cumulative change in the expected future cash
flows on the variable leg of the swap with the present value of the
cumulative change in the expected future interest cash flows on the
floating rate liability. This measure resulted in no ineffectiveness.
A liability in the amount of $325,151 at March 31, 2006, has been
established on the Company's balance sheet. The change in fair value,
net of applicable taxes, in the amount of $199,724 at March 31, 2006,
has been recorded as accumulated other comprehensive loss, a component
of shareholders' equity.
The Company maintains a stock option plan ("the Plan") pursuant to
which 500,000 shares of the Company's common stock may be issued. The
Plan in place was approved at the April 25, 2001, Shareholders'
meeting. Under the Plan, the option exercise price equals the stock
market price on the date of grant. The options vest over five years
and all expire after ten years. The Plan provides for the grant of
(1) incentive stock options, which satisfy the requirements of
Internal Revenue Code (IRC) Section 422, and (2) non-qualified options
18
CRITICAL ACCOUNTING POLICIES-continued
--------------------------------------
which are not entitled to favorable tax treatment under IRC Section
422. No optionee may exercise incentive stock options in any calendar
year for shares of common stock having a total market value of more
than $100,000 on the date of grant (subject to certain carryover
provisions). In connection with the grant of non-qualified options, a
stock appreciation right for each share covered by the option may also
be granted. The stock appreciation right will entitle the optionee to
receive a supplemental payment, which may be paid in whole or in part
in cash or in shares of common stock equal to a portion of the spread
between the exercise price and the fair market value of the underlying
shares at the time of exercise. All options granted to date have been
non-qualified options.
On January 1, 2006, the Company adopted SFAS No. 123R by using the
modified prospective method of adoption. SFAS No. 123R requires the
classification of share-based payment arrangements as liability or
equity instruments. Both the Company's stock options and stock
appreciation rights are liability-classified awards under SFAS No.
123R and are required to be remeasured to fair value at each balance
sheet date until the award is settled. For liability-classified
awards SFAS No. 123R requires an entity to remeasure the liability
from its intrinsic value to its fair value, on the adoption date, as
the cumulative effect of change in accounting principle, net of any
related tax effect. The Company remeasured the value of its stock
options and stock appreciation rights as of January 1, 2006, which
resulted in a cumulative effect of change in accounting principle, net
of tax, totaling $216,093. Upon adoption of SFAS No. 123R the Company
also reclassified to liabilities the January 1, 2006, fair value of
its stock options, which had been classified within shareholders'
equity in the amount of $3,325,089.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
------- ----------------------------------------------------------
The principal market risk (i.e., the risk of loss arising from adverse
changes in market rates and prices) to which the Company is exposed is
interest rates. The objective of the Company's asset management
activities is to provide an adequate level of liquidity to fund
operations and capital expansion, while minimizing market risk. The
Company utilizes overnight sweep accounts and short-term investments
to minimize the interest rate risk. The Company does not actively
invest or trade in equity securities. The Company does not believe
that its interest rate risk related to cash equivalents and short-term
investments is material due to the nature of the investments.
The Company manages its debt, considering investment opportunities and
risk, tax consequences and overall financial strategies. The Company
is primarily exposed to interest rate risk on its $8,000,000
($7,240,189 outstanding at March 31, 2006) long-term mortgage. The
borrowing bears a variable rate of interest based on market rates.
Management's objective is to limit the impact of interest rate changes
on earnings and cash flows and to lower the overall borrowing costs.
To achieve this objective, the Company entered into an interest rate
swap agreement during the second quarter of 2002, which effectively
fixed the interest rate paid by the Company.
ITEM 4. CONTROLS AND PROCEDURES.
---------------------------------
As of the end of the period covered by this report, an evaluation was
carried out under the supervision and with the participation of the
Company's management, including the Chief Executive Officer ("CEO")
and Chief Financial Officer ("CFO"), of the effectiveness of the
Company's disclosure controls and procedures (as defined in Rules 13a-
15(e) or 15d-15(e)under the Securities and Exchange Act of 1934 (the
"Exchange Act")). Based on that evaluation, the CEO and CFO have
concluded that the Company's disclosure controls and procedures are
19
CONTROLS AND PROCEDURES-continued
---------------------------------
effective to ensure that information required to be disclosed by the
Company in reports that it files or submits under the Exchange Act is
recorded, processed, summarized, and reported within the time periods
specified in Securities and Exchange Commission rules and forms. There
were no changes in the Company's internal control over financial
reporting (as defined in Rules 13a-15(f) or 15d-15(f)under the
Exchange Act) during the first fiscal quarter covered by this report
that have materially affected, or are reasonably likely to materially
affect, the Company's internal control over financial reporting.
20
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.
Item 1A. Risk Factors
Certain statements contained in this report (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.
We wish 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, 2006, 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 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. These risks and uncertainties may cause our
actual future results to be materially different than those
expressed in our forward-looking statements.
In addition to the other information set forth in this
report, you should carefully consider the factors discussed
in Part I "Item 1A. Risk Factors" in the Company's Annual
Report on Form 10-K for the year ended December 31, 2005.
There have been no material changes to those risk factors.
The risks described in the Annual Report on Form 10-K are
not the only risks facing the Company. Additional risks
and uncertainties not currently known to the Company or
that the Company currently deems to be immaterial also may
materially adversely affect the Company.
While we periodically reassesses material trends and
uncertainties affecting our results of operations and
financial condition, we do not intend to review or revise
any particular forward-looking statement referenced herein
in light of future events.
Item 2 through 5.
Not Applicable
21
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 31.1 - Certification furnished pursuant to
Section 302 of the Sarbanes-Oxley
Act of 2002
Exhibit 31.2 - Certification furnished pursuant to
Section 302 of Sarbanes-Oxley Act of
2002.
Exhibit 32.1 - Certification pursuant to 18 U.S.C.
Section 1350, as Adopted pursuant to
Section 906 of the Sarbanes-Oxley
Act of 2002.
Exhibit 32.2 - Certification pursuant to 18 U.S.C.
Section 1350, as Adopted pursuant to
Section 906 of the Sarbanes-Oxley
Act of 2002.
22
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: May 10, 2006 By:/s/ William H. McMunn
----------------------------
William H. McMunn, President
and Chief Executive Officer
Date: May 10, 2006 By:/s/ Bruce W. Teeters
----------------------------
Bruce W. Teeters, Senior
Vice President - Finance
and Treasurer
23