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 September 30, 1997
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___ to ___
Commission file number 0-5556
CONSOLIDATED-TOMOKA LAND CO.
(Exact name of registrant as specified in its charter)
Florida 59-0483700
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
149 South Ridgewood Avenue 32114
Daytona Beach, Florida (Zip Code)
(Address of principal executive offices)
(904) 255-7558
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
___ ___
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Outstanding
Class of Common Stock November 1, 1997
_____________________ _________________
$1.00 par value 6,371,833
1
CONSOLIDATED-TOMOKA LAND CO.
INDEX
Page No.
________
PART I - - FINANCIAL INFORMATION
Consolidated Condensed Balance Sheets -
September 30, 1997 and December 31, 1996 3
Consolidated Condensed Statements of Income and
Retained Earnings - Three Months and
Nine Months Ended September 30, 1997 and 1996 4
Consolidated Condensed Statements of Cash Flows -
Nine Months Ended September 30, 1997 and 1996 5
Notes to Consolidated Condensed Financial Statements 6-8
Management's Discussion and Analysis of Financial
Condition and Results of Operations 9-12
PART II -- OTHER INFORMATION 13
SIGNATURES 14
2
PART I -- FINANCIAL INFORMATION
CONSOLIDATED-TOMOKA LAND CO.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)
September 30, December 31,
1997 1996
------------ ------------
ASSETS
Cash $ 167,604 $ 1,760,835
Investment Securities 1,001,077 1,396,415
Notes Receivable 14,082,155 14,770,281
Accounts Receivable 1,145,910 2,217,584
Inventories 785,970 686,597
Cost of Fruit on Trees 3,293,240 2,179,989
Real Estate Held for Development and Sale 14,500,337 14,499,495
Net Investment in Direct Financing Lease 647,094 710,990
Refundable Income Taxes 891,371 --
Other Assets 463,232 354,473
Property, Plant, and Equipment - Net 18,841,315 21,095,863
---------- ----------
TOTAL ASSETS $55,819,305 $59,672,522
========== ==========
LIABILITIES
Accounts Payable $ 969,222 $ 680,935
Notes Payable 17,668,180 17,947,771
Accrued Liabilities 4,386,455 3,651,507
Deferred Income Taxes 406,930 406,930
Income Taxes Payable -- 1,193,994
---------- ----------
TOTAL LIABILITIES 23,430,787 23,881,137
---------- ----------
SHAREHOLDERS' EQUITY
Common Stock 6,310,792 6,261,272
Additional Paid-in Capital 2,170,481 1,782,105
Retained Earnings 23,907,245 27,748,008
---------- ----------
TOTAL SHAREHOLDERS' EQUITY 32,388,518 35,791,385
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $55,819,305 $59,672,522
========== ==========
See Accompanying Notes to Consolidated Condensed Financial Statements.
3
CONSOLIDATED-TOMOKA LAND CO.
CONSOLIDATED CONDENSED STATEMENTS OF INCOME AND RETAINED
EARNINGS
(Unaudited) (Unaudited)
Three Months Ended Nine Months Ended
-------------------------- --------------------------
September 30, September 30, September 30, September 30,
1997 1996 1997 1996
------------ ------------ ------------ ------------
INCOME:
Citrus Operations:
Sales of Fruit and Other Income $ 77,896 $ 49,536 $ 6,314,689 $ 9,836,762
Production and Selling Expenses ( 535,438) ( 536,792) ( 5,641,941) ( 6,837,919)
---------- ---------- ---------- ----------
( 457,542) ( 487,256) 672,748 2,998,843
---------- ---------- ---------- ----------
Real Estate Operations:
Sales and Other Income $ 1,242,735 733,116 3,566,329 4,514,824
Costs and Other Expenses ( 805,745) ( 712,665) ( 2,348,168) ( 2,763,866)
---------- ---------- ---------- ----------
436,990 20,451 1,218,161 1,750,958
---------- ---------- ---------- ----------
Profit On Sales of Undeveloped
Real Estate Interests 1,700 550 19,700 3,806
---------- ---------- ---------- ----------
Interest and Other Income 274,415 181,507 1,104,955 1,003,978
---------- ---------- ---------- ----------
GENERAL AND ADMINISTRATIVE EXPENSES ( 1,020,685) ( 760,732) ( 2,668,969) ( 2,439,223)
---------- ---------- ---------- ----------
INCOME (LOSS) BEFORE INCOME TAXES ( 765,122) ( 1,045,480) 346,595 3,318,362
INCOME TAXES 251,868 415,107 ( 117,531) ( 1,183,573)
---------- ---------- ---------- ----------
NET INCOME (LOSS) ( 513,254) ( 630,373) 229,064 2,134,789
RETAINED EARNINGS, Beginning of Period 26,611,944 25,788,994 27,748,008 24,589,150
DIVIDENDS ( 2,191,445) ( 1,878,382) ( 4,069,827) ( 3,443,700)
---------- ---------- ---------- ----------
RETAINED EARNINGS, End of Period $23,907,245 $23,280,239 $23,907,245 $23,280,239
========== ========== ========== ==========
PER SHARE INFORMATION:
Average Shares Outstanding 6,265,040 6,261,272 6,262,542 6,261,272
========== ========== ========== ==========
Net Income (Loss) Per Share $(.08) $(.10) $.04 $.34
========== ========== ========== ==========
DIVIDENDS PER SHARE $ .35 $ .30 $.65 $.55
========== ========== ========== ==========
See Accompanying Notes to Consolidated Condensed Financial Statements.
4
CONSOLIDATED-TOMOKA LAND CO.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
----------------------------
September 30, September 30,
1997 1996
------------- -------------
CASH FLOW FROM OPERATING ACTIVITIES:
CASH RECEIVED FROM:
Citrus Sales and Other Income $ 7,552,199 $ 8,948,340
Real Estate Sales and Other Income 3,612,620 5,463,337
Sales of Undeveloped Real Estate 19,700 47,076
Interest and Other Income 1,322,484 369,842
---------- ----------
Total Cash Received from Operating Activities 12,507,003 14,828,595
---------- ----------
CASH EXPENDED FOR:
Citrus Production and Selling Expenses 6,576,475 7,280,600
Real Estate Costs and Expenses 974,881 1,570,348
General and Administrative Expenses 1,762,548 1,643,287
Interest 979,650 1,233,732
Income Taxes 1,765,000 4,355,376
---------- ----------
Total Cash Expended for Operating
Activities 12,058,554 16,083,343
---------- ----------
Net Cash Provided by (Used In)
Operating Activities 448,449 ( 1,254,748)
---------- ----------
CASH FLOW FROM INVESTING ACTIVITIES:
Acquisition of Property, Plant, and Equipment ( 410,428) ( 324,741)
Net (Increase) Decrease in Investment Securities 395,338 ( 233,453)
Direct Financing Lease 63,896 60,770
Proceeds from Sale of Property, Plant,
and Equipment 2,258,931 3,619,404
---------- ----------
Net Cash Provided by Investing Activities 2,307,737 3,121,980
---------- ----------
CASH FLOW FROM FINANCING ACTIVITIES:
Cash Proceeds from Debt 3,600,000 3,450,000
Payments on Notes Payable ( 3,879,590) ( 2,817,643)
Dividends Paid ( 4,069,827) ( 3,443,700)
---------- ----------
Net Cash Used in Financing Activities ( 4,349,417) ( 2,811,343)
---------- ----------
NET DECREASE IN CASH & CASH EQUIVALENTS ( 1,593,231) ( 944,111)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 1,760,835 1,167,373
---------- ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 167,604 $ 223,262
========== ==========
See Accompanying Notes to Consolidated Condensed Financial Statements.
5
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. Principles of Interim Statements. The following unaudited
consolidated 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 pre-
pared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to those rules
and regulations. The consolidated condensed financial statements
reflect all adjustments which are, in the opinion of the manage-
ment, necessary to present fairly the Company's financial position
and the results of operations for the interim periods. The
consolidated condensed format is designed to be read in
conjunction with the last annual report.
The consolidated condensed financial statements include the
accounts of the Company and its wholly owned subsidiaries.
Intercompany balances and transactions have been eliminated in
consolidation.
2. Seasonal Operations. The Company's citrus operations
involve a single crop agricultural commodity and are
seasonal in nature. To a lesser extent, real estate
operations including forestry activities, are seasonal
in nature. Accordingly, results for the nine months ended
September 30, 1997 and 1996 are not necessarily
indicative of results to be expected for the full year.
Results of operations for the twelve months ended
September 30, 1997 and 1996 are summarized as
follows (in thousands):
Twelve Months Ended September 30,
-------------------------------------------------
1997 1996
Revenues Income(Loss) Revenues Income(Loss)
--------- ----------- -------- ------------
Citrus Operations $10,341 $ 1,686 $12,862 $ 3,575
Real Estate Operations 6,693 2,939 8,319 3,987
General Corporate & Other 6,625 3,009 6,184 2,944
------ ----- ------ ------
Total Revenues $23,659 $27,365
====== ======
Income Before Income Taxes 7,634 10,506
Income Taxes ( 2,937) ( 3,958)
------ ------
Net Income $ 4,697 $ 6,548
====== ======
6
3. Common Stock and Earnings Per Common Share. Primary
earnings per share are based on the average number
of common shares and common share equivalents
outstanding during the period. Primary and fully
diluted earnings per share are the same for the
periods.
In February 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 128
"Earnings Per Share," (SFAS 128). SFAS 128 establishes
new standards for computing and presenting earnings per share
(EPS). Specifically, SFAS 128 replaces the presentation
of primary EPS with a presentation of basic EPS, requires
dual presentation of basic and diluted EPS on the
face of the income statement for all entities with complex
capital structures and requires a reconciliation of the
numerator and denominator of the diluted EPS computation.
SFAS 128 is effective for financial statements issued for
periods ending after December 15, 1997; earlier application is
not permitted. EPS for the periods ended September 30, 1997 and
September 30, 1996 computed under SFAS 128 would not be different
than that previously computed.
4. Notes Payable. Notes payable consist of the following:
September 30, 1997
-----------------------------
Due Within
Total One Year ---------- -----------
Consolidated-Tomoka Land Co.
----------------------------
$ 7,000,000 Line of Credit $ 2,100,000 $ 2,100,000
Mortgages Payable 9,242,618 262,279
Industrial Revenue Bonds 2,616,626 307,145
---------- ----------
13,959,244 2,669,424
---------- ----------
Indigo Group Ltd.
-----------------
Mortgages Payable 3,708,936 37,923
---------- ----------
3,708,936 37,923
---------- ----------
Total $17,668,180 $ 2,707,347
========== ==========
7
Indigo Group Ltd. ("IG LTD.") is a limited partnership in
the real estate business owned 100% by the Company and its
subsidiaries. Included in notes payable is a $2,508,936
mortgage note collateralized by developed real estate
in a joint venture project. IG Ltd.'s 50% partner in the
joint venture project is jointly liable on the note.
Payments applicable to reduction of principal amounts
will be required as follows:
Consolidated- Indigo
Tomoka Group
Year Ending Sept. 30, Land Co. Ltd. Total ----------- -----------
1998 $ 2,669,424 $ 37,923 $ 2,707,347
1999 647,821 2,471,013 3,118,834
2000 703,865 -- 703,865
2001 764,764 -- 764,764
2002 8,500,937 -- 8,500,937
Thereafter 672,433 1,200,000 1,872,433
---------- --------- ----------
$13,959,244 $ 3,708,936 $17,668,180
========== ========= ==========
In the first nine months of 1997 interest totaled
$1,112,805 of which $133,153 was capitalized to land
held for development and sale. Total interest for
the nine months ended September 30, 1996 was
$1,253,922, of which $137,795 was capitalized to
land held for development and sale.
8
MANAGEMENT'S DISCUSSION AND ANALYSIS
The Management's Discussion and Analysis is designed to be
read in conjunction with the financial statements and
Management's Discussion and Analysis in the last annual report.
RESULTS OF OPERATIONS
Citrus Operation
- ----------------
With harvesting completed for the crop year in late spring, losses were
recorded for the third period of 1997, as well as 1996. A loss of $457,542
posted in 1997's third quarter is 6% lower than the $487,256 loss recorded for
1996's same period. Increased repairs and maintenance at the packinghouse
during the period of 1996, along with an early start to the 1997-1998 crop
harvesting, account for the reduced loss. A total of 6,669 boxes of fruit were
harvested and sold in 1997's third quarter, with no boxes harvested in the
prior year.
Citrus operating profits for the nine months ended September 30, 1997
experienced a significant downturn from results one year earlier. A profit of
$672,748 was recorded for 1997's nine month period, which represents a 78%
decrease in profits from the $2,998,843 posted in 1996's same nine months.
This downturn is primarily the result of a 33% fall in fruit production, which
resulted in a 36% decline in revenues. Revenues of $6,314,689 were recognized
on the sale of 703,092 boxes of fruit in 1997's first nine months, compared to
1,050,488 boxes of fruit harvesed and sold in 1996's same period, producing
revenues of $9,836,762. Also contributing to this decline was a 3% decrease in
average fruit prices with both fresh and processed fruit experiencing price
reductions. The lower fruit volume accounted for a 17% fall in production and
selling expenses, with lower credits from handling third party fruit having a
$312,000 negative impact on expenses.
Real Estate Operations
- ----------------------
For the third quarter of 1997 profits from real estate operations totaled
$436,990 representing a significant increase over the $20,451 profit posted in
1996's third period. This improvement is directly related to commercial sales
activity. Commercial acreage closed in the third period of 1997 totaled 27
acres producing gross profits of $385,000, which compares to one year earlier
when no sales were closed. Year-to-date real estate operations compare
unfavorably to prior year as profits of $1,218,161 represents a 30% decrease
from 1996's $1,750,958 profit. The downturn is primarily attributable to lower
gross profits recognized on commercial real estate sales. Gross profits
decreased $450,000 although acreage sold increased to 45 acres from 22 acres
closed for the first nine months of 1996. Sales pricing and profitability can
vary from site to site depending on location and use.
9
The May 1997 sale of the 24,000 square foot Palm Coast office building, the
December 1996 sale of the 21,000 square foot Daytona Beach office building and
the June 1996 sale of the 70,000 Mariner Village shopping center combined for a
40% reduction in revenues and $49,000 decline in profits from income properties
for the third quarter. The sales also affected the nine months to date with
revenues being reduced 37% and profits declining $132,000.
A 109% increase in forestry revenues for the third quarter of 1997 resulted in
a $114,000 gain in profitability to $207,364. These gains achieved in the
third quarter also resulted in a 28% increase in revenues and a 29% profit
improvement to $575,403 for the nine month period.
Subsurface revenue totaling $39,000 reflected a decrease of 8% for the third
three month period of 1997 on lower oil royalty income, while additional
mineral lease income led to a 27% rise in subsurface revenue to $140,000 for
the nine month period.
General, Corporate and Other
- ----------------------------
Interest and other income climbed 51% for the third quarter of 1997 to $274,415
primarily the result of higher interest on mortgage notes receivable and to a
lesser extent higher investment interest. For the nine months to date interest
and other income rose 10% to $1,104,955. The higher income was realized on the
sale of the Palm Coast office building, which resulted in a gain of $250,000,
coupled with increased interest income on mortgage notes receivable. These
increases for the nine month period were partially offset by the $450,000 gain
posted on the sale of the Mariner Village shopping center during 1996.
A substantial jump in the market value of the Company's stock during 1997's
third quarter resulted in significantly higher stock option expense causing a
rise in general and administrative expenses of 34% for the third quarter and
9% for the nine months to date.
10
FINANCIAL POSITION
- ------------------
Unfavorable results from both citrus operations, on significantly reduced fruit
volume, and real estate operations, from lower commercial sales gross profit
margins contributed to an 89% percent reduction in net income for the first
nine months of 1997 when compared to one year earlier. Net income of $229,064,
equivalent to $.04 per share, was recorded in 1997. This compares to 1996's
nine month net income of $2,134,789, equivalent to $.34 per share. Cash flow
for the period was a negative $1,593,231 including the payment of dividends
totaling $4,069,827. Dividends paid for the period rose 18% to $.65 per share
from $.55 in 1996. Cash flow from operating activities provided cash of
$448,449, with cash from investing activities adding $2,307,737 and cash from
financing activities utilizing $4,349,417 including the payment of dividends.
Included in cash from investing activities is $2,258,931 provided from the
sale of property, plant and equipment, primarily recognized on the sale of the
24,000 square foot Palm Coast office building. Capital expenditures for the
remainder of the year, which approximate $2,500,000 will be centered on the
Ladies Professional Golf Association (LPGA) mixed-use development. These cash
requirements will be financed through operating activities and when necessary
existing borrowing capacity.
The 1997-1998 citrus crop year is underway. Company groves are in good
condition with the estimated fruit harvest expected to exceed the prior year
by approximately 10%. The USDA Florida citrus crop estimate was released in
early October with the estimate for Florida oranges totaling 254 million boxes.
This represents a 12% increase over the final 1996-1997 record crop of 226
million boxes. These large crops have led to relatively depressed pricing for
both processed and fresh fruit. The outbreaks of the Mediterranean fruit fly
and citrus canker in several areas throughout the state have been sustantially
controlled, with no danger or effects to Company groves.
The Company took over the LPGA International golf facilities and operations,
through a long-term lease with the City of Daytona Beach, effective September
1, 1997, while at the same time, assuming responsibility for the construction
of the second golf course and clubhouse facilities. The total cost of the
second golf course and clubhouse facilities will approximate $10 million.
Construction of the golf course began in September and is expected to be
completed in the spring of 1998 with play to begin in the fall of 1998. The
clubhouse is scheduled to commence construction mid-1998 with the opening
targetd for late 1998. It is anticipated that residential sales volume will
strengthen with the completion of these amenities. Sales activity in and
around the development remains relatively strong, with several contracts
anticipated to close by year end or the first part of 1998. The sale of the
11,384 acres of the Company's most western Volusia County lands, at a price
in excess of $10.2 million, continues on track for a year-end 1997 or early
1998 closing.
11
The conversion of the commercial contract backlog along with a relatively
stable citrus operating environment, despite the somewhat weak citrus prices,
are key to anticipated profitability for the near term. Long-term strategy
continues to be adding value through selective development, while disposing of
assets not in future plans, such as the Palm Coast office building.
12
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings
There are no material pending legal proceedings
to which the Company or its subsidiaries is a party.
Items 2 through 5.
Not Applicable
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit (11) - Computation of Earnings
Per Common Share
Exhibit (27) - Financial Data Schedule
(for SEC use only)
(b) Reports on Form 8-K
None
13
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: November 10, 1997 By: /s/ Bob D. Allen
--------------------
Bob D. Allen,President and
Chief Executive Officer
Date: November 10, 1997 By: /s/ Bruce W. Teeters
--------------------
Bruce W. Teeters
Sr. Vice President -
Finance and Treasurer
14
EXHIBIT INDEX
Page No.
--------
No. 11 Computation of Earnings Per Common Share 16
15
EXHIBIT 11
CONSOLIDATED-TOMOKA LAND CO. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER COMMON SHARE
For the Three Months Ended For the Nine Months Ended
-------------------------- -------------------------
Sept. 30, Sept. 30, Sept. 30, Sept.30,
1997 1996 1997 1996
----------- ----------- ---------- -----------
PRIMARY EARNINGS PER SHARE
NET INCOME (LOSS) (513,254) (630,373) 229,064 2,134,789
========= ========= ========= =========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 6,265,040 6,261,272 6,262,542 6,261,272
COMMON SHARES APPLICABLE TO STOCK
OPTIONS USING THE TREASURY STOCK
METHOD AT AVERAGE MARKET PRICE FOR
THE PERIOD 60,038 79,594 46,706 86,218
--------- --------- --------- ---------
TOTAL PRIMARY SHARES 6,325,078 6,340,866 6,309,248 6,347,490
========= ========= ========= =========
PRIMARY EARNINGS PER
COMMON SHARE ($0.08) ($0.10) $0.04 $0.34
========= ========= ========= =========
FULLY DILUTED EARNINGS PER
SHARE
TOTAL PRIMARY SHARES 6,325,078 6,340,866 6,309,248 6,347,490
COMMON SHARES APPLICABLE TO STOCK
OPTIONS IN ADDITION TO THOSE
USED IN PRIMARY COMPUTATION
DUE TO USE OF THE HIGHER OF
AVERAGE MARKET PRICE OR PERIOD
END MARKET PRICE 40,762 - 54,094 -
--------- --------- --------- ---------
TOTAL FULLY DILUTED SHARES 6,365,840 6,340,866 6,363,342 6,347,490
========= ========= ========= =========
FULLY DILUTED EARNINGS
PER SHARE ($0.08) ($0.10) $0.04 $0.34
========= ======== ========= =========
16