SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
___ OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
___ TRANSITION REPORT PURSUANT TO SECTIONS 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
Daytona Beach, Florida 32114
(Address of principal executive offices) (Zip Code)
(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.
Class of Common Stock Outstanding
April 26, 2000
$1.00 par value 5,976,464
1
<PAGE>
CONSOLIDATED-TOMOKA LAND CO.
INDEX
Page No.
----------
PART I - FINANCIAL INFORMATION
Consolidated Condensed Balance Sheets -
March 31, 2000 and December 31, 1999 3
Consolidated Condensed Statements of Income -
Three Months Ended March 31, 2000 and 1999 4
Consolidated Statement of Shareholders' Equity -
Three Months Ended March 31, 2000 5
Consolidated Condensed Statements of Cash Flows -
Three Months Ended March 31, 2000 and 1999 6
Notes to Consolidated Condensed Financial Statements 7-9
Management's Discussion and Analysis of Financial
Condition and Results of Operations 10-12
PART II -- OTHER INFORMATION 13
SIGNATURES 14
2
<PAGE>
PART I -- FINANCIAL INFORMATION
CONSOLIDATED-TOMOKA LAND CO.
CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
(Unaudited)
March 31, December 31,
2000 1999
--------- ------------
<S> <C> <C>
ASSETS
Cash $ 697,208 $16,458,208
Investment Securities 27,059,405 16,689,438
Notes Receivable 7,271,741 7,365,754
Real Estate Held for Development and Sale 11,556,984 11,624,833
Deferred Income Taxes 1,239,853 1,239,853
Other Assets 1,754,693 1,634,499
Property, Plant, and Equipment - Net 8,685,026 8,407,805
---------- ----------
TOTAL ASSETS $58,264,910 $63,420,390
========== ==========
LIABILITIES
Accounts Payable $ 155,723 $ 251,241
Accrued Liabilities 4,089,498 4,232,820
Income Taxes Payable 531,525 631,528
Notes Payable 10,162,023 10,270,837
---------- ----------
TOTAL LIABILITIES 14,938,769 15,386,426
---------- ----------
SHAREHOLDERS' EQUITY
Common Stock 5,995,224 6,359,284
Additional Paid-in Capital -- 3,588,751
Retained Earnings 37,330,917 38,085,929
---------- ----------
TOTAL SHAREHOLDERS' EQUITY 43,326,141 48,033,964
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $58,264,910 $63,420,390
========== ==========
</TABLE>
See accompanying Notes to Consolidated Condensed Financial Statements.
3
<PAGE>
CONSOLIDATED-TOMOKA LAND CO.
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
(Unaudited)
Three Months Ended
---------------------------
March 31, March 31,
2000 1999
--------- -----------
<S> <C> <C>
INCOME:
Real Estate Operations:
Sales and Other Income $ 1,497,678 $ 1,287,026
Costs and Expenses ( 1,285,785) ( 1,142,128)
---------- ----------
211,893 144,898
---------- ----------
Profit on Sales of Undeveloped
Real Estate Interests 82,527 3,500
---------- ----------
Interest and Other Income 443,539 197,010
---------- ----------
737,959 345,408
General and Administrative Expenses (1,008,798) ( 990,206)
---------- ----------
Loss From Continuing Operations Before
Income Taxes ( 270,839) ( 644,798)
Income Taxes 100,003 250,575
---------- ----------
Loss From Continuing Operations ( 170,836) ( 394,223)
Income From Discontinued Citrus Operations,
Net of Tax -- 1,250,597
---------- ---------
Net Income (Loss) ( 170,836) 856,374
========== =========
PER SHARE INFORMATION:
Basic and Diluted
Loss From Continuing Operations $ (0.03) $ (0.06)
Income From Discontinued Citrus Operations -- $ 0.19
---------- ---------
Net Income (Loss) $ (0.03) $ 0.13
========== =========
Dividends $ 0.05 $ 0.35
========== =========
</TABLE>
See accompanying Notes to Consolidated Condensed Financial Statements.
4
<PAGE>
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
Additional
Common Paid-In Retained
Stock Capital Earnings Total
--------- ----------- --------- ---------
<S> <C> <C> <C> <C>
Balance, December 31, 1999 6,359,284 $ 3,588,751 $38,085,929 $48,033,964
Net Loss ( 170,836) ( 170,836)
Cash Dividends
($.05 per share) ( 315,707) ( 315,707)
Repurchase of 364,060 Shares ( 364,060) (3,588,751) ( 268,469) ( 4,221,280)
---------- --------- ---------- ----------
Balance, March 31, 2000 5,995,224 -- 37,330,917 43,326,141
========== ========= ========== ==========
</TABLE>
5
<PAGE>
CONSOLIDATED-TOMOKA LAND CO.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
(Unaudited)
Three Months Ended
--------------------------
March 31, March 31,
2000 1999
--------- ---------
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net Income (Loss) $( 170,836) $ 856,374
Adjustments to Reconcile Net Income (Loss) to
Net Cash (Used In) Provided by Operating
Activities:
Discontinued Citrus Operations (1,250,597)
Depreciation and Amortization 71,310 63,700
Gain on Sale of Property, Plant and Equipment ( 10,305)
Decrease (Increase) in Assets:
Notes Receivable 94,013 ( 271,944)
Real Estate Held for Development 67,849 69,096
Other Assets ( 120,194) ( 181,572)
(Decrease) Increase in Liabilities:
Accounts Payable ( 95,518) ( 249,664)
Accrued Liabilities ( 143,322) 497,238
Income Taxes Payable ( 100,003) 503,954
--------- ---------
Net Cash (Used In) Provided By Operating
Activities ( 396,701) 26,280
--------- ---------
CASH FLOW FROM INVESTING ACTIVITIES:
Acquisition of Property, Plant, and Equipment ( 348,531) ( 165,559)
Net Increase in Investment Securities (10,369,967) 18,057
Proceeds from Sale of Property, Plant and Equipment -- 20,883
Cash from Discontinued Citrus Operations -- 1,670,828
--------- ---------
Net Cash (Used In) Provided by Investing
Activities (10,718,498) 1,544,209
--------- ---------
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from Notes Payable -- 2,443,000
Payments on Notes Payable ( 108,814) ( 1,672,723)
Funds Used to Repurchase Common Stock ( 4,221,280) --
Dividends Paid ( 315,707) ( 2,230,142)
--------- ---------
Net Cash Used in Financing Activities ( 4,645,801) ( 1,459,865)
--------- ---------
Net (Decrease)Increase In Cash (15,761,000) 110,624
Cash at Beginning of Period 16,458,208 283,200
--------- ---------
Cash At End of Period $ 697,208 $ 393,824
========= =========
</TABLE>
See accompanying Notes to Consolidated Condensed Financial Statements.
6
<PAGE>
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. Principles of Interim Statements. The following
unaudited condensed 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 with generally
accepted accounting principles have been condensed or
omitted pursuant to those rules and regulations. 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. 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, 1999.
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. Discontinued Citrus Operations. On April 7, 1999 the Company
completed the sale of its citrus operations. The results
of the citrus operations have been reported separately as
discontinued operations in the Consolidated Statements of
Income. There were no remaining assets or liabilities of
the operations as of March 31, 2000 and December 31, 1999.
Summary financial information of the citrus operations
is as follows:
<TABLE>
<CAPTION>
Three Months Ended
----------------------
March 31, March 31,
2000 1999
--------- ---------
<S> <C> <C>
Revenues from Discontinued Citrus
Operations $ -- $5,157,513
========= ==========
Income from Discontinued Citrus
Operations Before Tax -- 2,005,126
Income Tax Expense from Discontinued
Citrus Operations -- ( 754,529)
--------- ---------
Net Income from Discontinued
Citrus Operations $ -- $1,250,597
========= =========
</TABLE>
7
<PAGE>
3. Common Stock and Earnings Per Common Share. Pursuant to
the stock repurchase program, approved by the Board
of Directors at their July 21, 1999 meeting, the Company
repurchased 364,060 shares of its common stock at a
cost of $4,221,280 during the quarter ended March 31, 2000.
Basic earnings per common share are 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 determined
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.
<TABLE>
<CAPTION>
Three Months Ended
March 31 March 31
2000 1999
--------- ----------
<S> <C> <C>
Loss Available to Common Shareholders:
Loss from Continuing Operations $( 170,836) $( 394,223)
Income from Discontinued Citrus
Operations -- 1,250,597
--------- ---------
Net Income $( 170,836) $ 856,374
========= =========
Weighted Average Shares Outstanding 6,233,448 6,371,833
Common Shares Applicable to Stock
Options Using the Treasury Stock Method -- 7,150
--------- ---------
Total Shares Applicable to Diluted
Earnings Per Share 6,233,448 6,378,983
========= =========
Basic and Diluted Earnings Per Share:
Loss from Continuing Operations ($0.03) ($0.06)
Income from Discontinued Citrus
Operations -- $0.19
--------- --------
Net Income ($0.03) $0.13
========= ========
</TABLE>
8
<PAGE>
4. Notes Payable. Notes payable consist of the following:
<TABLE>
<CAPTION>
March 31, 2000
-------------------------------------
Due Within
Total One Year
-----------------------------------
<S> <C> <C>
$ 7,000,000 Line of Credit $ -- $ --
Mortgage Notes Payable 9,741,525 326,041
Industrial Revenue Bond 420,498 91,525
----------- --------
$10,162,023 $ 417,566
========== =========
</TABLE>
Payments applicable to reduction of principal amounts will be
required as follows:
Year Ending March 31,
---------------------
2001 $ 417,566
2002 463,418
2003 7,976,454
2004 104,585
2005 1,200,000
Thereafter --
----------
$10,162,023
==========
In the first three months of 2000 and 1999 interest totaled
$218,321 and $232,587 respectively. No interest was capitalized
during either period.
9
<PAGE>
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
Real Estate Operations
-----------------------
Profits from real estate operations, totaling $211,893 for
the first three months of 2000, represent a 46% increase
over the $144,898 profit posted in the first quarter
of 1999. This rise, can primarily be attributed to forestry
operations. Forestry revenues jumped 122% to $216,091, producing
profits totaling $191,530. This compares to forestry profits of
$72,749 reported for the first quarter of 1999 on revenues of
$97,283. Offsetting the gain generated from forestry was a 45%
decline in golf profits. Golf profits of $96,004 were recognized
in 2000's first quarter compared to $174,826 for the same period
of the prior year. Golf revenues increased 11% on a greater number
of rounds played, but were offset by lower greens fees and a
24% increase in expenses compared to last year, due to higher
payroll, course maintenance and equipment leasing costs. Small
gross profits were generated from commercial land sales during the
first three months of both 2000 and 1999 with the sale of 8 and 5
acres of commercial land for the two periods, respectively.
General, Corporate and Other
----------------------------
The release of surface entry rights on 2,523 acres generated
$82,527 during 2000's first quarter compared to $3,500 recognized
on the release of one acre in 1999's first period. Interest and
other income rose 125% to $443,539 when compared to prior year's
same period. This increase was realized on higher investment
interest produced on the increased funds generated from the sale
of the citrus operations during the second quarter of 1999. General
and administrative expenses rose 2% for the three month period,
as the increased number of shareholders resulting from the
the distribution of the Company's stock by Baker Fentress & Co.
during the third quarter of 1999 created higher shareholders' expense.
Discontinued Citrus Operations
------------------------------
During the second quarter of 1999 the Company consummated the sale of
its citrus operations. After tax profits from operating
activities of $1,250,597 were recognized during the first period
of 1999, on sales of $5,157,513.
10
<PAGE>
FINANCIAL POSITION
-------------------
The Company posted a loss from continuing operations of $170,836,
equivalent to $.03 per share for the first quarter. This
represents a 57% improvement over the $394,223 loss from
continuing operations, equivalent to $.06 per share realized in
1999's same period. This improvement was achieved on higher
earnings from forestry operations and greater interest income
earned. Net income including income from discontinued citrus
operations totaled $856,374, equivalent to $.13 per share during
the first quarter of 1999.
Cash and investment securities decreased approximately $5,400,000
during the first three months of 2000, with $4,200,000 of these
funds used to buyback 364,060 shares of Company stock.
Additionally, $315,000 was used to pay dividends equivalent to
$.05 per share and $350,000 was expended on property and equipment.
The funds used for property and equipment consisted primarily
of construction of the clubhouse facility at LPGA International
and forestry tree plantings. Capital requirements for the remainder
of the year consist of the continuation of the stock buyback
program in addition to approximately $4,500,000 to be spent on
property and equipment additions, including the completion of
the construction of the clubhouse and amenities and construction
of frontage roads along Interstate 95. Cash and
short-term investments are anticipated to be sufficient to meet
these funding requirements.
Construction and development activities continue at LPGA
International. The 17,000 square foot clubhouse and amenities
at LPGA International are projected to be substantially complete
by year end. Renar Development Company has completed permitting on
its five new residential communities within the LPGA project
with development work in progress. It is anticipated the land
development aspects of these projects will also be substantially
complete by year end.
With a significant commercial real estate contract backlog in place
for closing in 2000, profits are projected for the near term.
Management maintains its efforts towards the conversion of this
contract backlog to closings, while negotiations continue on
additional parcels for closing in 2000 and future years. The local
real estate market remains relatively active, which will help
replenish this backlog as closings occur. As is the nature
with commercial land sales, each contract is subject to resolving
various contingencies for closing to occur.
11
<PAGE>
Management continues the process of developing its new business
strategy of diversifying its real estate holdings and
development activities to become a company with a more
predictable earnings pattern from geographically dispersed Florida
real estate holdings. Management has identified potential
investment opportunities and is in the process of evaluating
these projects for future investment.
12
<PAGE>
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 2 through 3
Not Applicable
Item 4. Submission of matters to a vote of security holders.
The annual meeting of Shareholders was held April 26, 2000
and the following votes were received for each of the three
nominees for Class III directors:
Number of Number of Votes
Nominee votes for Withheld
Jack H. Chambers 5,398,021 69,987
William O. E. Henry 5,398,033 69,975
H. Jay Skelton 5,397,044 70,964
Item 5. Not Applicable
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 11 - Incorporated by Reference on Page 8 of this
10-Q report.
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K
No 8-K reports were filed during the first
quarter.
13
<PAGE>
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 2, 2000 By:/s/ Bob D. Allen
----------------------------
Bob D. Allen, Chairman
and Chief Executive Officer
Date: May 2, 2000 By:/s/ Bruce W. Teeters
----------------------------
Bruce W. Teeters, Senior
Vice President - Finance
and Treasurer
14
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
CONSOLIDATED-TOMOKA LAND CO.'S MARCH 31, 2000 10Q AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 697,208
<SECURITIES> 27,059,405
<RECEIVABLES> 7,271,741
<ALLOWANCES> 0
<INVENTORY> 11,556,984
<CURRENT-ASSETS> 0
<PP&E> 9,764,323
<DEPRECIATION> 1,079,297
<TOTAL-ASSETS> 58,264,910
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 5,995,224
<OTHER-SE> 37,330,917
<TOTAL-LIABILITY-AND-EQUITY> 58,264,910
<SALES> 1,580,205
<TOTAL-REVENUES> 2,023,744
<CGS> 1,060,982
<TOTAL-COSTS> 1,285,785
<OTHER-EXPENSES> 820,477
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 188,321
<INCOME-PRETAX> (270,839)
<INCOME-TAX> 100,003
<INCOME-CONTINUING> (170,836)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (170,836)
<EPS-BASIC> (.03)
<EPS-DILUTED> (.03)
</TABLE>
