UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
---- OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2005
OR
---- 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 Boulevard, Suite 100
Daytona Beach, Florida 32117
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code
(386) 274-2202
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT
Name of each exchange on
Title of each class which registered
COMMON STOCK, $1 PAR VALUE AMERICAN STOCK EXCHANGE
SECURITIES REGISTERED UNDER SECTION 12(g) OF THE ACT:
NONE
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 if the Securities Act. YES NO X
--- ---
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act.
YES NO X
--- ---
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 if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K.
---
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.
Large accelerated filer Accelerated filer X Non-accelerated filer
--- --- ---
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act). YES NO X
--- ---
The aggregate market value of the shares of common stock held by non-
affiliates of the registrant at June 30, 2005, was approximately
$487,430,456.
The number of shares of the registrant's Common Stock outstanding on
March 1, 2006 was 5,671,749.
Portions of the Proxy Statement of registrant, which the Company
expects will be dated March 24, 2006, are incorporated by reference in
Part III of this report.
"Safe Harbor"
Certain statements contained in this Form 10-K (other than the
financial statements and 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, 2006, and thereafter,
include many factors that are beyond the Company's ability to control
or estimate precisely. These risks and uncertainties include the risk
factors set forth in Item 1A below.
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.
TABLE OF CONTENTS
PART I
Item 1. BUSINESS...............................................1
Item 1A. RISK FACTORS...........................................6
Item 1B. UNRESOLVED STAFF COMMENTS..............................9
Item 2. PROPERTIES.............................................10
Item 3. LEGAL PROCEEDINGS......................................11
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS....11
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES......................................11
Item 6. SELECTED FINANCIAL DATA................................12
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS....................13
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK...................................................21
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. ..........22
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE....................22
Item 9A. CONTROLS AND PROCEDURES................................22
Item 9B. OTHER INFORMATION......................................23
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.....23
Item 11. EXECUTIVE COMPENSATION.................................23
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.............23
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.........23
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.................23
PART IV
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.............24
Signatures.........................................................25
PART I
Item 1. BUSINESS
------ --------
Consolidated-Tomoka Land Co. (the "Company") is primarily engaged
in real estate, income properties, and golf operations collectively,
"The Real Estate Business," through its wholly owned subsidiaries,
Indigo Group Inc., Indigo Development Inc., Indigo International Inc.,
Indigo Group Ltd., Indigo Commercial Realty Inc., W. Hay Inc., W. Hay
LLC, and Palms Del Mar Inc. Real estate operations include commercial
real estate, land sales and development, residential, agricultural
operations, and leasing properties for oil and mineral exploration.
Income properties primarily consist of owning properties leased on a
triple-net and double-net basis. Golf operations consist of the
operation of two golf courses, a clubhouse facility, and food and
beverage activities. These operations are predominantly located in
Volusia County, Florida, with various income properties located in
Florida, Georgia, and North Carolina.
The following is information regarding the Company's business
segments. The "General, Corporate and Other" category includes
general and administrative expenses, income earned on investment
securities, and other miscellaneous income and expense items.
2005 2004 2003
(IN THOUSANDS)
--------------------------------
Revenues of each segment are as follows:
Real Estate $ 32,074 $ 32,640 $25,496
Income Properties 6,663 4,766 3,276
Golf 4,817 4,579 4,373
General, Corporate and Other 1,210 1,213 1,746
---------------------------------
$ 44,764 $ 43,198 $34,891
=================================
Operating income (loss) before income tax
for each segment is as follows:
Real Estate $ 25,581 $ 24,939 $22,774
Income Properties 5,441 3,940 2,681
Golf (1,293) (1,199) (1,185)
General, Corporate and Other (6,787) (3,860) (2,842)
---------------------------------
$ 22,942 $ 23,820 $21,428
=================================
Identifiable assets of each segment are as follows:
Real Estate $ 15,473 $ 14,446 $18,635
Income Properties 93,908 62,167 41,434
Golf 9,308 9,708 10,026
General, Corporate and Other 24,569 32,900 27,811
----------------------------------
$143,258 $119,221 $97,906
==================================
1
ITEM 1. BUSINESS (CONTINUED)
------ -------------------
Identifiable assets by segment are those assets that are used in each
segment. General corporate assets and those used in the Company's
other operations consist primarily of cash, investment securities,
notes receivable, and property, plant and equipment.
REAL ESTATE OPERATIONS
----------------------
COMMERCIAL DEVELOPMENT. In 1993, the Company received Development of
Regional Impact ("DRI") approval on a 4,500-acre tract of land located
both east and west of Interstate 95 in Daytona Beach, Florida. The
tract of land includes approximately 3,000 acres west of Interstate 95
in a mixed-used development known as LPGA International. The LPGA
International development includes the headquarters of the Ladies
Professional Golf Association, along with two championship golf
courses, clubhouse facilities and residential communities. In addition
to these uses, the DRI also provides for resort facilities and other
commercial uses. Substantially all of the remaining property within
the LPGA International development was sold to MSKP Volusia Partners
LLC, a Morgan Stanley-Kitson Partnership ("MSKP") in 2004. MSKP
assumed the responsibilities as master developer of the project. The
property is expected to be developed into several distinct
communities, with lots sold to major builders.
The Company continues to own approximately 1,100 acres of land within
the DRI, primarily located east of Interstate 95. At the end of 2002,
the Company closed the sale of the first corporate headquarter's site
at the Company's new Cornerstone Office Park located within the 250-
acre Gateway Business Center at the southeast quadrant of the
Interstate 95 interchange at LPGA Boulevard. Development of the
office park was substantially completed in 2003, with the opening of
the first office building owned and constructed by a third party,
which includes the Company's corporate office, occurring in January
2004. A second site was sold within the development during 2005, with
a companion 47,000 square-foot office building owned and constructed
by a third party opened in early 2006.
Development of the Gateway Commerce Park, a 250-acre industrial,
warehouse, and distribution park located south of Gateway Business
Center on the east side of Interstate 95 in Daytona Beach, commenced
in 2004 with the first phase substantially completed prior to year
end. The first sale within the development closed in February 2004,
with construction of a 60,000 square-foot manufacturing and
distribution facility completed in late 2004. Two additional sales
within the Gateway Commerce Park occurred in late 2004 with
construction of a 100,000 square-foot office and manufacturing
facility and a 65,000 square-foot distribution facility substantially
completed by year end 2005. During 2005, two additional sales closed
within the park.
Indigo Commercial Realty Inc., a commercial real estate brokerage
company formed in 1981, is the Company's agent in the management of
developed commercial and undeveloped acreage. Approximately 32 acres
of fully developed sites located in the Daytona Beach area and owned
by Indigo Group Inc. were available for sale at December 31, 2005.
All development and improvement costs have been completed at these
sites.
RESIDENTIAL. Until December 1993, the Company, through Indigo Group
Ltd. ("IG LTD"),operated in residential development, home building,
and sales. At the end of 1993, IG LTD closed down the development and
building functions. IG LTD sold its remaining lot inventory in Tomoka
Heights, a 180-acre development adjacent to Lake Henry in Highlands
County, Florida. During 2004, IG LTD sold its 7 remaining lots in
Riverwood Plantation, a 180-acre community in Port Orange, Florida.
2
ITEM 1. BUSINESS (CONTINUED)
------ -------------------
AGRICULTURAL OPERATIONS. The Company's agricultural lands encompass
approximately 11,250 acres on the west side of Daytona Beach, Florida.
Management believes the geographic location of this tract is
excellent. In addition to access by major highways (Interstate 95,
State Road 40, and International Speedway Boulevard), the internal
road system for forestry and other agricultural purposes is good.
Income from sales of forest products varies considerably from year-to-
year depending on economic conditions and rainfall, which sometimes
limits access to portions of the woodlands. In addition, drought
conditions sharply increase the potential for forest fires, as
occurred during the summer of 1998. The wildfires, which ravaged
central Florida, destroyed approximately 8,500 acres of the Company's
timber land. This and the sale of an approximately 11,000-acre parcel
to St. Johns River Water Management District in 1997 have reduced the
Company's potential for future income from sales of forest products.
Expenses associated with forestry operations consist primarily of real
estate taxes, with additional expenses including the costs of
installing and maintaining roads and drainage systems, reforestation,
and wildfire suppression.
After the wildfires experienced in 1998, replanting was initiated on
most of the impacted property. It is anticipated that the newly
planted timber will reach maturity in 14 to 20 years. Based on
current growth projections, a significant portion of the replanted
lands east of Interstate 95 and along LPGA Boulevard and certain lands
west of Interstate 95 appear to be in the path of the area's growth,
which could result in some portions of the property being sold prior
to the maturity of the timber crop. This predicament has necessitated
the Company to develop a business plan for conversion of these
immature timber lands into other agricultural uses that would produce
saleable crops on a shorter maturity schedule.
In late 2004, the Company formed a wholly owned subsidiary, W. Hay
LLC, to manage the conversion of these timber lands into hay
production. Annually, management will assess which areas should be
converted from timber into hay operations. These decisions will be
based on the current economics of both the timber and hay businesses,
and the then current evaluation of the estimated maturity date of
planted timber parcels. As mature timber is harvested, the decision
to replant or convert will be evaluated on the same criteria. It is
currently anticipated that over time a significant portion of the
Company's lands will be converted into hay production.
During 2005, the Company hired a staff of four employees to manage and
operate equipment for the ongoing hay operations. Approximately 80
acres of land were planted during 2005, with the first harvest in
the first quarter of 2006. An additional 325 acres are in various
stages of clearing for planting in 2006.
SUBSURFACE INTERESTS. The Company owns full or fractional subsurface
oil, gas, and mineral interests in approximately 516,000 "surface"
acres of land owned by others in various parts of Florida, equivalent
to approximately 284,000 acres in terms of full interest. The Company
leases its interests to mineral exploration firms whenever possible.
The Company's basis in subsurface interests is $2,927.
Leases on 800 acres have reached maturity; but, in accordance with
their terms, are held by the oil companies without annual rental
payments because of producing oil wells, from which the Company
receives royalties.
3
ITEM 1. BUSINESS (CONTINUED)
------ -------------------
The deeds for 82,515 surface acres, in which the Company has a one-
half reserved mineral interest, contain a provision requiring releases
of the Company's rights if certain conditions are satisfied.
Consideration for such releases on most of those acres is set at the
rate of $2.50 per surface acre, if the conditions for release are met.
On other acres in Lee and Hendry Counties in Florida (where producing
oil wells exist), the Company's current policy is to grant no release
of rights with respect to its reserved mineral rights. Under certain
circumstances, the Company will release surface entry rights or other
rights upon request of a surface owner who requires such a release for
a negotiated release price based on a percentage of the surface value.
In counties other than Lee and Hendry, releases are granted for a
percentage of the surface value of a parcel of land. In connection
with any release, the Company charges a minimum administrative fee.
At December 31, 2005, there were two producing oil wells on the
Company's interests. Volume in 2005 was 95,062 barrels and volume in
2004 was 109,114 barrels from three producing wells. Production, in
barrels, for prior recent years was: 2003 - 100,098, 2002 - 115,453,
and 2001 - 116,341.
INCOME PROPERTIES
-----------------
The Company's business strategy involves becoming a company, over
time, with a more predictable earnings pattern from geographically
dispersed real estate holdings. To this end, the Company has acquired
twenty-three income properties since 2000. Following is a summary of
these properties:
AREA YEAR
LOCATION TENANT (SQUARE FEET) PURCHASED
----------------------- -------------- ------------ ---------
Tallahassee, Florida CVS 10,880 2000
Daytona Beach, Florida Barnes & Noble 28,000 2001
Lakeland, Florida Barnes & Noble 18,150 2001
Sanford, Florida CVS 11,900 2001
Palm Bay, Florida Walgreens 13,905 2001
Clermont, Florida CVS 13,824 2002
Melbourne, Florida CVS 10,908 2003
Sebring, Florida CVS 12,174 2003
Kissimmee, Florida Walgreens 13,905 2003
Orlando, Florida Walgreens 15,120 2003
Sanford, Florida CVS 13,813 2003
Apopka, Florida Walgreens 14,560 2004
Clermont, Florida Walgreens 13,650 2004
Sebastian, Florida CVS 13,813 2004
Alpharetta, Georgia Walgreens 15,120 2004
Powder Springs, Georgia Walgreens 15,120 2004
Lexington, North Carolina Lowe's 114,734 2005
Alpharetta, Georgia RBC Centura Bank 4,128 2005
Asheville, North Carolina Northern Tool & Equipment 25,454 2005
Altamonte Springs, Florida RBC Centura Bank 4,135 2005
Vero Beach, Florida CVS 13,813 2005
Orlando, Florida RBC Centura Bank 4,128 2005
Clermont, Florida CVS 13,813 2005
-------------------------- ------------
23 Properties 415,047
========================== ============
All properties are leased on a long-term, double or triple-net lease
basis.
4
ITEM 1. BUSINESS (CONTINUED)
------ -------------------
During the third quarter of 2004, CVS Corp.("CVS") completed the
acquisition of a portion of the Eckerd pharmacy chain, including all
of the Florida stores. As part of the integration of the Eckerd chain
into its system, some of the acquired stores have been closed.
Four stores owned by the Company were closed by CVS. The tenant is
obligated on the leases and continues to make lease payments. Two of the
four closed stores have been subleased.
Other rental property is limited to a 12-acre auto dealership site,
which is located in Daytona Beach, Florida, along with ground leases
for billboards, a communication tower site, and hunting leases
covering 7,025 acres. A portion of the auto dealership site, which
was purchased in 2000, was sold in 2001, for a profit approximating
$675,000. The Company also owned a 17,000 square-foot office
building in Daytona Beach, Florida, which was under a lease-purchase
agreement. During the fourth quarter of 2003, the ownership was
transferred.
GOLF OPERATIONS
---------------
On September 1, 1997, responsibility for the operations of the LPGA
International golf courses was transferred from the City of Daytona
Beach to a wholly owned subsidiary of the Company. The agreement with
the City of Daytona Beach provided for the second golf course and a
clubhouse to be constructed by the Company in return for a long-term
lease from the City on both golf courses.
The second golf course was constructed by the Company and opened for
play in October 1998. The first phase of the clubhouse, which consisted
primarily of the cart barn, was completed in 1999. Construction of the
final phase of the clubhouse, consisting of a 17,000 square-foot facility
including a pro shop, locker rooms, informal dining and banquet rooms,
and a swimming pool, was completed in December 2000 and opened for
business in January 2001.
GENERAL, CORPORATE AND OTHER OPERATIONS
---------------------------------------
Land development beyond that discussed at "Business - Real Estate
Operations" will necessarily depend upon the long-range economic and
population growth of Florida and may be significantly affected by
fluctuations in economic conditions, prices of Florida real estate,
and the amount of resources available to the Company for development.
EMPLOYEES
---------
The Company has twenty employees and considers its employee relations
to be satisfactory.
AVAILABLE INFORMATION
---------------------
The Company's website is www.consolidatedtomoka.com. The Company
makes available on this website, free of charge, its annual reports on
Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K
and amendments to those reports as soon as reasonably practicable
after the Company electronically files or furnishes such materials to
the SEC, and has done so since March 2003, the date that the Company's
website became active. The Company will also provide paper copies of
these filings free of charge upon a specific request in writing for
such filing to the Company's Secretary, P.O. Box 10809, Daytona Beach,
Florida 32120-0809.
5
ITEM 1A. RISK FACTORS
------- ------------
The real estate business is subject to a number of significant risks.
The risks described below may not be the only risks which potentially
could impact our business. These additional risks include those which
are unknown at this time or that are currently considered immaterial.
If any of the circumstances described below actually occur to a
significant degree, our business, financial condition, and/or results
of operations could suffer, and the trading price of the Company's
common stock could decline.
FUTURE CHANGES IN THE REAL ESTATE MARKET COULD AFFECT THE VALUE OF
------------------------------------------------------------------
OUR PROPERTIES AND BUSINESS
---------------------------
We have extensive real estate holdings in the City of Daytona Beach in
Volusia County, Florida. The value of the real property and the
revenue from related sale and/or development activities may be
adversely affected by a number of factors, including:
* national, regional, and local economic climate;
* local real estate conditions (such as an oversupply of land or a
reduction in demand for real estate in an area);
* competition from other available property;
* availability of roads and utilities;
* unexpected construction costs or delays;
* government regulations and changes in real estate, zoning, land use,
environmental or tax laws;
* interest rate levels and the availability of financing; and
* potential liabilities under environmental and other laws.
ABILITY TO SUCCESSFULLY EXECUTE ACQUISITION OR DEVELOPMENT STRATEGIES
---------------------------------------------------------------------
There is no assurance the we will be able to continue to implement our
strategy of investing in income properties successfully.
Additionally, there is no assurance that the income property portfolio
will expand at all, or if it will expand at any specified rate or to
any specified size. In addition, investment in additional real estate
assets is subject to a number of risks. As we expect to invest in
markets other than the ones in which currently owned properties are
located, we will be subject to risks associated with investment in new
markets that may be relatively unfamiliar.
Development activities are subject to the risks normally associated
with these activities. These risks include those relating to the
availability and timely receipt of zoning and other regulatory
approvals, the cost and timely completion of construction (including
risks from factors beyond our control, such as weather or labor
conditions or material shortages), and the ability to obtain both
construction and permanent financing on favorable terms. These risks
could result in substantial unanticipated delays or expenses and,
under certain circumstances, could prevent completion of development
activities once undertaken or provide a tenant the opportunity to
terminate a lease. Any of these situations may delay or eliminate
proceeds or cash flows expected from these projects, which could have
an adverse affect on financial condition and results of operations.
OUR OPERATIONS COULD BE NEGATIVELY IMPACTED BY THE LOSS OF KEY
--------------------------------------------------------------
MANAGEMENT PERSONNEL
--------------------
Our future success depends, to a significant degree, on the efforts of
each member of senior management. Replacement of any member of senior
management could adversely affect our operations and our ability to
execute business strategies. Our Company does not have key man life
insurance policies on members of senior management.
6
ITEM 1A. RISK FACTORS (CONTINUED)
------- -----------------------
CHANGES IN LOCAL, REGIONAL, AND NATIONAL ECONOMIC CONDITIONS COULD
------------------------------------------------------------------
ADVERSELY AFFECT OUR BUSINESS
-----------------------------
The real estate development industry is cyclical in nature and is
particularly vulnerable to shifts in local, regional, and national
economic conditions outside of our control, such as:
* short and long-term interest rates;
* housing demand;
* population growth;
* employment levels and job growth; and
* property taxes.
The real estate business is subject to a number of economic factors
including the impact of rising and falling interest rates, which can
affect the ability of purchasers to obtain financing, and population
growth, which impacts supply and demand for new homes, as well as
goods and services; and hence, land to meet those needs.
Any decline in the regional or national economies could adversely
impact real estate sales and revenues. Accordingly, financial
condition could be adversely affected by any weakening in the regional
or national economy.
In addition, weather conditions and natural disasters such as
hurricanes, tornadoes, floods, droughts, fires, and other
environmental conditions can adversely affect the Company's business.
THE REAL ESTATE BUSINESS IS SUBJECT TO ENVIRONMENTAL AND
--------------------------------------------------------
LAND USE REGULATIONS
--------------------
We are subject to a wide variety of federal, state, and local laws and
regulations relating to land use and development and to environmental
compliance and permitting obligations, including those related to the
use, storage, discharge, emission, and disposal of hazardous
materials. Any failure to comply with these laws could result in
capital or operating expenditures or the imposition of severe
penalties or restrictions on operations that could adversely affect
present and future operations.
Municipalities may restrict or place moratoriums on the availability
of utilities, such as water and sewer taps. Additionally, development
moratoriums may be imposed due to over capacity roads. In some
areas, municipalities may enact growth control initiatives, which will
restrict the number of building permits available in a given year. If
municipalities in which the Company owns land and operates take
actions like these, it could have an adverse affect by causing delays,
increasing costs, or limiting the ability to operate in those
municipalities.
WE SELL PROPERTY IN A HIGHLY COMPETITIVE MARKET, WHICH COULD
------------------------------------------------------------
HURT FUTURE BUSINESS
--------------------
Our competitors are primarily other landowners in the Volusia County
area. These competitive conditions can make it difficult to sell land
at desirable prices and can adversely affect operations, financial
condition, or results of operations.
7
ITEM 1A. RISK FACTORS (CONTINUED)
------- -----------------------
OUR QUARTERLY RESULTS ARE SUBJECT TO VARIABILITY
------------------------------------------------
We derive a substantial portion of our income from land sales. The
timing of commercial land sales activity is not predictable and is
generally subject to the purchaser's ability to obtain approvals from
the city, county and regulatory agencies for their intended use of the
land on a timely basis. As these approvals are subject to third party
responses, it is not uncommon for delays to occur, which affect the
timing of sales closings. These timing issues have caused, and may
continue to cause, our operating results to vary significantly from
quarter to quarter and year to year.
LOSS OF REVENUES FROM MAJOR TENANTS WOULD REDUCE CASH FLOW
----------------------------------------------------------
The two largest income property tenants CVS and Walgreens accounted
for an aggregate of approximately 65% of base rent as of December 31,
2005. The default, financial distress, or bankruptcy of one or both
of these tenants could cause substantial vacancies. Vacancies reduce
revenues until the affected properties can be re-leased and could
decrease the ultimate sale value of each such vacant property. Upon
the expiration of the leases that are currently in place, we may not
be able to re-lease a vacant property at a comparable lease rate or
without incurring additional expenditures in connection with such re-
leasing.
THERE ARE A NUMBER OF RISKS INHERENT IN OWNING INCOME PROPERTIES
----------------------------------------------------------------
Factors beyond our control can affect the performance and value of the
income properties' portfolio. Changes in national, regional, and
local economic and market conditions may affect the performance of the
income properties and their value. Local real estate market
conditions may include excess supply and intense competition for
tenants, including competition based on:
* rental rates;
* attractiveness and location of the property; and
* quality of maintenance, insurance, and management services.
In addition, other factors may adversely affect the performance and
value of the income properties, including changes in laws and
governmental regulations, changes in interest rates, and the
availability of financing.
In addition, because real estate investments are relatively illiquid,
the ability to adjust the portfolio of income properties promptly in
response to economic or other conditions is limited. Certain
significant expenditures generally do not change in response to
economic or other conditions, including debt service (if any), real
estate taxes, and operating and maintenance costs.
8
ITEM 1A. RISK FACTORS (CONTINUED)
------- -----------------------
FUTURE GROWTH AND REAL ESTATE DEVELOPMENT REQUIRES ADDITIONAL CAPITAL
---------------------------------------------------------------------
WHOSE AVAILABILITY IS NOT ASSURED
---------------------------------
We expect to continue making investments in real estate development.
Based on the status of several specific real estate projects, we will
continue to invest significant amounts in real estate over the next
several years. We could finance future expenditures from any of the
following sources:
* cash flow from operations;
* bank borrowings;
* non-recourse, sale leaseback, or other financing;
* public offerings of debt or equity;
* private placement of debt or equity; or
* some combination of the above.
Financing for future expenditures may not be available on favorable
terms or at all.
COMPETITION AND MARKET CONDITIONS RELATING TO GOLF OPERATIONS
-------------------------------------------------------------
COULD ADVERSELY AFFECT OPERATING RESULTS
----------------------------------------
Golf operations face competition from similar nearby golf operations.
Any new competitive golf operations that are developed close to our
existing golf operations also may adversely impact results of
operations. Golf operations are also subject to adverse market
conditions such as population trends and changing demographics, any of
which could adversely affect results of operations. In addition, the
golf operations may suffer if the economy weakens, if the popularity
of golf decreases, or if unusual weather conditions or other factors
cause a reduction in rounds played. Our golf operations are seasonal,
primarily due to the impact of the winter tourist season and summer
Florida heat and rain.
OUR COMMON STOCK IS THINLY TRADED, AND THEREFORE, THE STOCK
-----------------------------------------------------------
PRICE MAY FLUCTUATE MORE THAN THE STOCK MARKET AS A WHOLE
---------------------------------------------------------
As a result of the thin trading market for our stock, its market price
may fluctuate significantly more than the stock market as a whole or
the stock prices of similar companies. Without a larger float, common
stock will be less liquid than the stock of companies with broader
public ownership, and as a result, the trading prices for our common
stock may be more volatile. Among other things, trading of a
relatively small volume of common stock may have a greater impact on
the trading price than would be the case if public float were larger.
ITEM 1B. UNRESOLVED STAFF COMMENTS
------- -------------------------
The Company has no unresolved written comments from the Securities and
Exchange Commission regarding its periodic or current reports.
9
ITEM 2. PROPERTIES
------ ----------
Land holdings of the Company and its affiliates, which are primarily
located in Florida, include: approximately 11,800 acres (including
commercial/retail sites) in the Daytona Beach area of Volusia County;
approximately 4 acres in Highlands County; retail buildings located on
59 acres throughout Florida, Georgia, and North Carolina; and
full or fractional subsurface oil, gas, and mineral interests in
approximately 516,000 "surface acres" in 20 Florida counties.
Approximately 3,000 acres of the lands located in Volusia County are
encumbered under a mortgage. The conversion and subsequent utilization
of these assets provides the base of the Company's operations.
The Volusia County holdings include approximately 10,600 acres within
the city limits of Daytona Beach and small acreages in the Cities of
Ormond Beach and Port Orange. During 2003, the Company acquired 946
acres of land, which will be used for wetlands mitigation. During
2005, the Company purchased $5.1 million of wetland mitigation
credits, equivalent to 200 credits. At December 31, 2005, there were
126 mitigation credits remaining with a book value of $3.5 million.
Of the 10,600 acres inside the city limits of Daytona Beach,
approximately 1,130 acres have received development approval by
governmental agencies. The 1,130 acres plus approximately 730 acres
owned by the City of Daytona Beach, 15 acres owned by Indigo Community
Development District, and 2,000 acres sold to others for development
are the site of a long-term, mixed-use development which includes
"LPGA International." LPGA International is made up of the national
headquarters of the Ladies Professional Golf Association, along with
two "Signature" golf courses and a residential community, a clubhouse,
a maintenance facility, and main entrance roads to serve the LPGA
community.
On October 22, 2004, the Company closed on the sale of most of the
remaining land (over 1,000 acres) within the LPGA International
community. The sale to MSKP, which had previously purchased 261 acres
within the development, was for a sales price of approximately
$18,000,000. The sale included acreage around the Legends golf
course, several commercial parcels fronting International Speedway
Boulevard and LPGA Boulevard, and a hotel/resort parcel adjacent to
the LPGA International Clubhouse. MSKP has become the community's
master developer, and a subsidiary of the Company continues to
operate the golf facilities.
The lands not currently being developed, including those on which
development approvals have been received, are involved in active
agricultural operations. Except for a 12-acre parcel at the
Interstate 95 and Taylor Road interchange in the Port Orange area,
south of Daytona Beach, the tract straddles Interstate 95 for 6-1/2
miles between International Speedway Boulevard(U. S. Highway 92) and
State Road 40, with approximately 10,000 acres west and 1,700 acres
east of the interstate.
Subsidiaries of the Company are holders of the developed Volusia
County properties and are involved in the development of additional
lands zoned for residential, commercial, or industrial purposes.
The Company's oil, gas, and mineral interests, which are equivalent
to full rights on 284,000 acres, were acquired by retaining
subsurface rights when acreage was sold many years ago.
During 2005, the Company sold its remaining lot inventory located at
the 180-acre Tomoka Heights development in Highlands County, Florida.
IG LTD developed this community, located adjacent to Lake Henry,
which consisted of single-family and duplex units.
The Company also owns and operates properties for leasing. These
properties are discussed in "Business-Income Properties."
10
ITEM 3. LEGAL PROCEEDINGS
------ -----------------
There are no material pending legal proceedings to which the Company
or its subsidiaries are a party.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------ ---------------------------------------------------
No matters were submitted to a vote of security holders during the
fourth quarter of the year ended December 31, 2005.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED
------ --------------------------------------------------
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
-------------------------------------------------------------
COMMON STOCK PRICES AND DIVIDENDS
The Company's common stock trades on the American Stock Exchange
("AMEX") under the symbol CTO. The Company has paid dividends on a
continuous basis since 1976, the year in which its initial dividends
were paid. The following table summarizes aggregate annual dividends
paid per share over the two years ended December 31, 2005:
2005 $.30
2004 $.26
Indicated below are high and low sales prices for the quarters of the
last two fiscal years. All quotations represent actual transactions.
2005 2004
--------------- -----------------
High Low High Low
--------------- -----------------
$ $ $ $
First Quarter 57.23 44.30 37.45 30.29
Second Quarter 87.00 70.25 39.90 32.80
Third Quarter 90.25 62.35 39.00 34.10
Fourth Quarter 71.25 63.76 43.50 34.61
Approximate number of shareholders of record as of February 6, 2006
(without regard to shares held in nominee or street name): 928.
There have been no sales of unregistered securities within the past
three years.
11
ITEM 6. SELECTED FINANCIAL DATA
------- -----------------------
The following selected financial data should be read in conjunction
with the Company's Consolidated Financial Statements and Notes along
with "Management's Discussion and Analysis of Financial Condition and
Results of Operations" included in this report.
Five-Year Financial Highlights
(In thousands except per share amounts)
2005 2004 2003 2002 2001
-------------------------------------
$ $ $ $ $
Summary of Operations:
Revenues:
Real Estate 43,554 41,985 33,145 26,916 9,248
Profit on Sales of
Other Real Estate Interest 272 210 632 151 57
Interest and Other Income 938 1,003 1,114 1,464 2,045
------ ------ ------ ------ ------
TOTAL 44,764 43,198 34,891 28,531 11,350
------ ------ ------ ------ ------
Operating Costs and Expenses 13,825 14,305 8,875 10,168 7,923
General and Administrative Expenses 7,997 5,073 4,588 3,407 4,594
Income Taxes 8,124 9,168 8,234 5,670 ( 531)
------ ------ ------ ------ ------
Net Income (Loss) 14,818 14,652 13,194 9,286 ( 636)
====== ====== ====== ======= ======
Basic Earnings Per Share 2.62 2.60 2.35 1.65 ( .11)
Diluted Earnings Per Share 2.58 2.58 2.33 1.65 ( .11)
Dividends Paid Per Share 0.30 0.26 0.22 0.20 0.20
Summary of Financial Position:
Total Assets 143,258 119,221 97,906 74,326 62,217
Shareholders' Equity 94,968 79,611 65,658 52,858 45,383
Long-Term Debt 7,298 8,717 10,129 9,235 9,458
12
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
------- -----------------------------------------------------------
AND RESULTS OF OPERATIONS
-------------------------
OPERATIONS OVERVIEW
-------------------
The Company is primarily engaged in real estate land sales and
development, reinvestment of land sales proceeds into income
properties, and golf course operations. The Company is owner of
approximately 11,800 acres in Florida, of which approximately 10,600
are located within the City of Daytona Beach, and form a substantial
portion of the western boundary of Daytona Beach. 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. Sales and development activity on and around
Company owned lands have been strong in the last four years. Although
pricing levels and changes by the Company and its immediate
competitors can affect sales, the Company generally enjoys a
competitive edge due to low costs associated with long-time land
ownership and a significant ownership position in the immediate
market.
During 2005, the Company sold approximately 317 acres of land.
Included in these land sales were approximately 120 acres sold to
Florida Hospital for construction of a new hospital, acreage for
expansion of the Daytona Beach Auto Mall, the second office building
site in Cornerstone Office Park, sales within the 250-acre Gateway
Commerce Park, an industrial and distribution project, and bank and
residential sites in the LPGA Boulevard area. These sales activities,
along with additional activities that took place prior to 2005 and
continue at this time, including development and the future
relocation of Halifax Medical Center, the sale of substantially all of
the remaining land within the LPGA International community, and sale
of lands west of LPGA Boulevard for a large-scale residential
community, all in the LPGA corridor, tend to create additional buyer
interest and sales opportunities. 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 the end of 2005, the Company had
invested approximately $96 million in twenty-three income properties
through this process, with an additional $7.8 million held by a
qualified intermediary for investment in additional properties.
During the third quarter of 2004, CVS Corp ("CVS") completed the
acquisition of a portion of the Eckerd pharmacy chain, including all
of the Florida stores. As part of the integration of the Eckerd chain
into its system, some of the newly acquired stores were closed.
Four CVS stores owned by the Company were closed. The tenant is
obligated on the leases and continues to make lease payments. Two of
the four stores have been subleased to quality tenants. Management
has reassessed the value of these properties and concluded there is no
impairment.
13
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
------- -----------------------------------------------------------
AND RESULTS OF OPERATIONS(CONTINUED)
------------------------------------
With an investment base of approximately $96 million 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.
Golf operations consist of the operation of the 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 Champions course
was designed by Reese Jones and the Legends course was designed by
Arthur Hills.
Over the last three years, golf revenues have grown despite an overall
decline in golf course revenues in Florida. The Florida golf industry
has been hurt by over building of golf courses, a general economic
downturn, which has improved over the last two years, and hurricane
activity over the last two years. While little damage was sustained
from the hurricanes, business virtually came to a standstill for
several weeks in 2004 as locals were preoccupied with cleanup and
repair, and the local and state tourism industry has been slow to
recover. Improvement in golf course operations is a function of
increased tourist demand, a reduction in new golf course construction
experienced in the last several years, and increased residential
growth in LPGA International and adjoining land to the west and
northwest. LPGA International and nearby projects currently under
development are planned to contain about 4,000 additional dwelling
units.
Food and banquet service revenues at the clubhouse, which had improved
since its opening in January 2001, flattened out in 2005. Continued
improvement over time is a function of the same factors impacting the
golf courses: increased demand and new home construction. The
Company's efforts to improve revenues and profitability have focused
on providing quality products and services while maintaining
consistent and stringent cost control for golf course and food service
activities.
During 2004, the Company's 2002 Federal Income Tax Return was examined
by the Internal Revenue Service ("IRS"). The IRS disallowed the
deferral of gains taken under Internal Revenue Code ("IRC") Section
1031 on three transactions, which took place on lands within the
Company's Development of Regional Impact ("DRI"). The Company
appealed the IRS's position, and in early 2006 settled with the IRS by
entering into a closing agreement. The settlement, which affects tax
year 2002 and all subsequent years, relates only to transactions
within the Company's DRI. For tax years after 2002, the settlement
provides that as to all DRI lands, 70% of gains and related income
taxes on sales qualifying for IRC Section 1031 will receive tax
deferred treatment and 30% will not be allowed tax deferred treatment.
In accordance with the settlement, amended tax returns were filed for
years 2003 and 2004. The settlement for all years resulted in the
reclassification of approximately $5.0 million of previously deferred
federal and state income taxes to current income taxes payable.
14
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
------- -----------------------------------------------------------
AND RESULTS OF OPERATIONS(CONTINUED)
------------------------------------
SUMMARY OF 2005 OPERATING RESULTS
---------------------------------
For the twelve months of 2005, the Company generated net income of
$14,817,750, equivalent to $2.62 per basic share. This net income
represented a slight gain over 2004's net income totaling $14,651,739,
equivalent to $2.60 per basic share. These positive results were
achieved on a 3% increase in profits from real estate sales combined
with a 38% jump in earnings from income properties and somewhat offset
by increased general and administrative expenses on increased stock
option expense accruals resulting from the rise in the Company's stock
price.
During 2005, the Company deferred profit after income taxes of
approximately $3.3 million or $.58 per basic share resulting from cash
sales closed during the year for which the Company has post-closing
obligations. The obligations are expected to be completed in 2006,
with the deferred profit recognized in the Company's 2006 earnings.
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:
Year Ended
----------------------------------
December 31, December 31,
2005 2004
----------------------------------
Net Income $14,817,750 $14,651,739
Add Back:
Depreciation and Amortization 1,755,127 1,344,315
Deferred Taxes (1,775,401) 8,589,976
----------- ----------
Earnings Before Depreciation,
Amortization and Deferred Taxes $14,797,476 $24,586,030
=========== ==========
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.
EBDDT is calculated by adding depreciation, amortization, and deferred
income taxes to net income as they represent non-cash charges.
In the year 2005, EBDDT was lower than 2004 as suitable reinvestment
properties for $12.1 million of tax deferred profits were not
available due to market conditions, and a settlement agreement with
the Internal Revenue Service which reduced deferred taxes by
approximately $5.0 million. In 2004, all deferred profits were
reinvested.
15
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
------- -----------------------------------------------------------
AND RESULTS OF OPERATIONS(CONTINUED)
------------------------------------
RESULTS OF OPERATIONS
2005 Compared to 2004
REAL ESTATE OPERATIONS
----------------------
REAL ESTATE SALES.
For the year ended December 31, 2005, profits from real estate sales
totaled $25,581,408 and represented a 3% improvement over profits of
$24,939,245 realized during 2004's twelve-month period. During 2005,
the sale of 317 acres of land produced revenues of $32,073,472.
Revenues of $32,640,020 were posted in 2004 on the sale of 1,725
acres, which included the sale of over 1,000 acres within the LPGA
International mixed-use development at a price approximating $18
million.
INCOME PROPERTIES.
The addition of seven new properties during 2005 resulted in
substantial increases in both revenues and net income from income
properties when compared to 2004's results. Revenues of $6,662,645
were posted during 2005 and represent a 40% increase over the prior
year's revenues amounting to $4,765,723. This revenue increase
produced a 38% rise in profits from income properties, with profits of
$5,440,416 generated in 2005. Profits from income properties totaled
$3,939,664 during 2004.
GOLF OPERATIONS.
Golf operations losses increased 8% to $1,292,699 during 2005 despite
a 5% gain in revenues over 2004. Losses of $1,199,088 were recorded
in calendar year 2004 on revenues amounting to $4,579,183. The
revenue gain to $4,817,913 in 2005 was provided from golf activities
on a 2% increase in the number of rounds played combined with a 4%
gain in average green fee per round played. This revenue gain was
offset by a 2% decline in food and beverage revenues. Golf operations
costs and expenses rose 6% for the period to $6,110,612. The expense
rise was primarily due to higher salary and wages for both the golf
and food and beverage activities, increased cost of sales at the food
and beverage operation, and increased golf course maintenance costs.
GENERAL, CORPORATE AND OTHER.
The Company recognized profits of $272,293 from the release of
subsurface rights on 1,484 acres during 2005. This compared to
profits on the sale of other real estate interests totaling $209,713
during 2004 on the release of 5,881 acres.
Interest and other income declined 7% during 2005 to $937,979. This
reduction was the result of lower interest earned on mortgage notes
receivable, due to declining balances from collections, offset by
higher earnings on funds held for reinvestment through the like-kind
exchange process and increased earning on investment securities.
Interest and other income totaled $1,003,707 during the 2004 calendar
year.
General and administrative expenses rose 58% during 2005 when compared
to the prior year. The increase in costs was directly attributable to
higher stock option expense, as the result of the increase in the
Company's stock price. General and administrative expenses totaled
$7,997,058 and $5,073,285 for the years 2005 and 2004, respectively.
16
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
------- -----------------------------------------------------------
AND RESULTS OF OPERATIONS(CONTINUED)
------------------------------------
During 2005, the Company generated significant taxable income. Due to
this taxable income, the deferred tax asset valuation allowance
associated with charitable contribution carryforwards was reversed
during the year, resulting in a $791,045 positive adjustment to the
income tax provision.
SUMMARY OF 2004 OPERATING RESULTS
---------------------------------
For the twelve months of 2004, the Company generated net income of
$14,651,739, equivalent to $2.60 per basic share. This net income
represented an 11% gain over 2003's net income totaling $13,194,395,
equivalent to $2.35 per basic share. The positive results were
achieved on a 9% increase in profits from real estate sales combined
with a 47% jump in earnings from income properties.
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:
Year Ended
----------------------------------
December 31, December 31,
2004 2003
----------------------------------
Net Income $14,651,739 $13,194,395
Add Back:
Depreciation and Amortization 1,344,315 1,120,153
Deferred Taxes 8,589,976 8,500,771
----------- ----------
Earnings Before Depreciation, Amortization
and Deferred Taxes $24,586,030 $22,815,319
=========== ==========
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.
EBDDT is calculated by adding depreciation, amortization, and deferred
income taxes to net income as they represent non-cash charges.
EBDDT rose 8% for the year ended December 31, 2004, when compared to
2003's results, based not only on the higher income generated during
the year but also on greater depreciation associated with the larger
inventory of income properties. The add back for deferred taxes also
increased slightly on higher deferred gains for income tax purposes
offset to some extent by the recognition of income for income tax
purposes on installment sales with the collection of notes receivable.
17
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
------- -----------------------------------------------------------
AND RESULTS OF OPERATIONS(CONTINUED)
------------------------------------
RESULTS OF OPERATIONS
2004 Compared to 2003
REAL ESTATE OPERATIONS
----------------------
REAL ESTATE SALES. Profits from real estate sales totaled $24,939,245
for the twelve months of 2004 on the sale of 1,725 acres. These
profits represented a 10% gain over the profits totaling $22,774,040
realized in calendar year 2003. Earnings from real estate sales in
2003 were produced on the sale of 653 acres of land. Land sales for
2004 included the sale of over 1,000 acres within the LPGA
International mixed-use development at a price approximating $18
million.
INCOME PROPERTIES. Revenues from income properties totaled $4,765,723
during 2004 and produced net income of $3,939,664. These revenues and
income compared to revenues of $3,276,062 and net income of $2,681,542
posted in 2003, and represented gains of 45% and 47%, respectively.
The gains were achieved on the addition of five new properties during
the first five months of 2004. Income properties costs and expenses
rose 39% to $826,059 for the twelve months of 2004, on higher
depreciation expense associated with the addition of the new
properties.
GOLF OPERATIONS. Bottom line results from golf operations were down
1%, with a loss of $1,199,088 posted in 2004's twelve-month period on
revenues, which totaled $4,579,183. During 2003, a loss of $1,185,364
was recorded on revenues amounting to $4,373,414. Revenues realized
during the period represented a 5% increase over the prior year. The
revenue gain was produced on a 5% rise in revenue from both golf and
food and beverage activities, despite the severe hurricane weather
experienced in Florida during August and September. The number of
golf rounds played during 2004 increased 4%, while the average green
fee per round played remained flat. Golf operations costs and
expenses increased 4% on the increased activity. Also contributing to
the expense increase were costs associated with the hurricanes,
although minimal property damage was experienced due to the storms.
GENERAL, CORPORATE AND OTHER. The sale of other real estate interests
contributed $209,713 to income during 2004 on the release of
subsurface interests on 5,881 acres. During 2003, the release of
subsurface interests on 8,909 acres produced revenues and income
amounting to $631,875.
Interest and other income declined 10% during 2004 to $1,003,707.
This reduction, from $1,114,074 in 2003, can be attributed to lower
interest earned on mortgage notes receivable, due to declining
balances resulting from collections in 2003 and 2004. Offsetting
this decrease was higher interest earned on funds held for
reinvestment through the like-kind exchange process.
Higher costs associated with stock options, due to a rise in the
Company's stock price, along with higher compensation expense and
corporate governance costs, resulted in an 11% increase in general and
administrative expenses in 2004 when compared to 2003.
18
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
------- -----------------------------------------------------------
AND RESULTS OF OPERATIONS(CONTINUED)
------------------------------------
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
At December 31, 2005, the Company's balance sheet remains strong with
cash, restricted cash, and investment securities totaling $23,308,407
and notes payable amounting to $7,297,593 with an additional
$5,157,171 of income taxes currently payable. During 2005, operating
activities produced cash of $30,804,053 including the increase in
deferred profits of $5,345,006 and collection of notes receivable
amounting to $4,425,252. All notes receivable have been collected,
with no outstanding balance at December 31, 2005.
Investing activities used $26,939,296, as funds held in restricted
cash were used to purchase property, plant, and equipment, or released
to the Company, when the Company was unable to find suitable
investment property, and transferred to short-term investment
securities. The acquisition of property, plant, and equipment,
including the portion allocated to intangible assets for the value
associated with the leases in place for income properties acquired
totaled $36,118,699 during the year. Restricted cash decreased
$19,877,715 with the purchase of seven income properties and the
release of approximately $12.1 million, which was unable to be
reinvested in properties which met management's criteria, offset by
proceeds from 2005 closings.
Cash flow from financing activities used $3,011,525 during the year
and included the payment of dividends totaling $1,699,164, equivalent
to $.30 per share, and the net reduction in notes payable totaling
$1,419,383, including the payoff of a $1,200,000 mortgage note
payable.
Capital requirements for 2006 approximate $10 million in addition to
funds to be invested into income properties. The use of these funds
is projected to be centered on roads, with the majority of it to be
expended for the completion of Tomoka Farms Road on the west side of
Interstate 95.
Capital to fund the planned expenditures in 2006 is expected to be
provided from cash and investment securities, as they mature,
operating activities, and current financing sources in place. The
Company also 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.
CONTRACTUAL OBLIGATIONS & COMMITMENTS
-------------------------------------
The Company has various contractual obligations, which are recorded as
liabilities in our consolidated financial statements. Other items,
such as certain development obligations; are not recognized as
liabilities in our consolidated financial statements, but are required
to be disclosed.
The following table summarizes our significant contractual obligations
and commercial commitments on an undiscounted basis at December 31,
2005, and the future periods in which such obligations are expected to
be settled in cash. In addition, the table reflects the timing of
principal and interest payments on outstanding borrowings.
19
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
------- -----------------------------------------------------------
AND RESULTS OF OPERATIONS(CONTINUED)
------------------------------------
CONTRACTUAL OBLIGATIONS & COMMITMENTS (CONTINUED)
------------------------------------------------
PAYMENT DUE BY PERIOD
--------------------------------------------------
Less More
Than 1 1-3 3-5 Than 5
Contractual Obligations Total Year Years Years Years
----------------------- ---------- --------- --------- --------- -----------
Long-Term Debt Obligations $10,373,106 $ 763,151 $1,525,966 $1,525,460 $ 6,558,529
Operating Leases Obligations 7,813,891 503,996 966,949 574,196 5,768,750
Development Obligations 2,293,100 2,293,100 -- - --
---------- ---------- --------- --------- ----------
Total $20,480,097 $3,560,247 $2,492,915 $2,099,656 $12,327,279
========== ========== ========= ========= ==========
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 2005, the Company closed four transactions for which the
Company had post-closing obligations to provide off-site road and/or
utilities improvements. In all cases full cash payment was received
at closing, and a warranty deed was transferred and recorded. None of
the sales contracts provide any offsets, rescission or buy-back if the
improvements are not made. As the Company has retained these post-
closing obligations, a portion of the revenues and profits on the
sales were deferred in accordance with SFAS No. 66. The transactions
are being accounted for on a percentage-of-completion method with
revenues and profits recognized as costs are incurred. For the year
ended December 31, 2005, revenues and profits of $5,679,999 and
$5,345,006 were deferred, respectively. These profits, equivalent to
$3,283,170 after income tax or $.58 per basic share, are expected to
be recognized during 2006, as the off-site improvements are completed.
Income of $1,131,135 was deferred for the year ended December 31,
2003, as the initial payment did not meet the criteria established
under SFAS No. 66. The deferred income and the note receivable were
reversed in 2004 as the buyer did not meet its obligations under the
purchase agreement.
No income was deferred for the year ended December 31, 2004.
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 material impairment of long-lived
assets reflected in the consolidated financial statements.
20
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
------- -----------------------------------------------------------
AND RESULTS OF OPERATIONS(CONTINUED)
------------------------------------
CRITICAL ACCOUNTING POLICIES (CONTINUED)
----------------------------------------
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
for the three years ended December 31, 2005. A liability in the
amount of $494,945 and $852,773 at December 31, 2005 and 2004,
respectively, has been established on the Company's balance sheet.
The change in fair value, net of applicable taxes, in the amount of
$304,020 and $523,817 at December 31, 2005 and 2004, respectively, has
been recorded as accumulated other comprehensive loss, a component of
shareholders' equity.
ITEM 7A. 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 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.
21
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
------ -------------------------------------------
The Company's Consolidated Financial Statements appear beginning on
page F-1 of this report. See Item 15 of this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
------ -----------------------------------------------------------
AND FINANCIAL DISCLOSURES
-------------------------
There were no disagreements with accountants on accounting and
financial disclosures.
ITEM 9A. CONTROLS AND PROCEDURES
------- -----------------------
DISCLOSURE 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-
5(e) or 15d-15(e) of the Securities Exchange Act of 1934). Based on
that evaluation, the CEO and CFO have concluded that the Company's
disclosure controls and procedures are effective to ensure that
information required to be disclosed by the Company in reports that it
files or submits under the Securities and Exchange Act of 1934 is
recorded, processed, summarized, and reported within the time periods
specified in Securities and Exchange Commission rules and forms, and
to provide reasonable assurance that information required to be
disclosed by the Company in such reports is accumulated and
communicated to the Company's management, including its CEO and CFO,
as appropriate to allow timely decisions regarding required
disclosure.
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
----------------------------------------------------------------
The management of the Company is responsible for establishing and
maintaining adequate internal control over financial reporting as
defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange
Act of 1934.
The Company's management assessed the effectiveness of the Company's
internal control over financial reporting as of December 31, 2005. In
making this assessment, it used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission
(COSO) in Internal Control-Integrated Framework. Based on management's
assessment and those criteria, management believes that the Company
has maintained effective internal control over financial reporting as
of December 31, 2005.
The Company's independent auditors have issued an attestation report
on management's assessment of the Company's internal control over
financial reporting. This report appears on page F-3.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
----------------------------------------------------
There were no changes in the Company's internal control over financial
reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the
Securities Exchange Act of 1934) during the fourth 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.
22
ITEM 9A. CONTROLS AND PROCEDURES (CONTINUED)
------- -----------------------------------
LIMITATIONS ON THE EFFECTIVENESS OF INTERNAL CONTROLS
-----------------------------------------------------
The Company's internal control over financial reporting
is designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for
external purposes in accordance with U.S. generally accepted
accounting principles. All internal control systems, no matter how
well designed, have inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable
assurance with respect to financial statement preparation and
presentation. Also, projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
ITEM 9B. OTHER INFORMATION
------- -----------------
None.
PART III
The information required by Items 10, 11, 12, 13, and 14 is
incorporated herein by reference to the Company's 2006 annual meeting
proxy statement pursuant to Instruction G to Form 10-K. On or near
March 24, 2006, the Company anticipates filing with the Commission,
pursuant to Regulation 14A under the Securities Exchange Act of 1934,
its definitive proxy statement to be used in connection with its 2006
annual meeting of shareholders at which directors will be elected for
the ensuing year.
EXECUTIVE OFFICERS OF THE REGISTRANT
------------------------------------
The executive officers of the Company, their ages at January 31, 2006,
their business experience during the past five years, and the year
first elected as an executive officer of the Company are as follows:
William H. McMunn, 59, president of the Company since January 2000,
and chief executive officer since April 2001; president, Indigo
Development Inc., a subsidiary of the Company, since December
1990.
Bruce W. Teeters, 60, senior vice president-finance and treasurer,
since January 1988.
Robert F. Apgar, 58, senior vice president-general counsel since
January 2003; assistant corporate secretary since February 2002;
and vice president-general counsel from December 1990 to January
2003.
All of the above are elected annually as provided in the By-laws.
23
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
------- ------------------------------------------------------------
1. FINANCIAL STATEMENTS
--------------------
The following financial statements are filed as part of this
report:
Page No.
--------------
Reports of Independent Registered Public F-2
Accounting Firm
Consolidated Balance Sheets as of December 31,
2005 and 2004 F-5
Consolidated Statements of Income for the
three years ended December 31, 2005 F-6
Consolidated Statements of Shareholders' Equity
and Comprehensive Income for the three years ended
December 31, 2005 F-7
Consolidated Statements of Cash Flows for the three
years ended December 31, 2005 F-8
Notes to Consolidated Financial Statements F-9
2. FINANCIAL STATEMENT SCHEDULES
-----------------------------
Included in Part IV on Form 10-K:
Schedule III - Real Estate and Accumulated
Depreciation on page 29 of
Form 10-K
Other Schedules are omitted because of the absence of conditions
under which they are required, materiality or because the
required information is given in the financial statements or
notes thereof.
3. EXHIBITS
--------
See Index to Exhibits on page 27 of this Annual Report on
Form 10-K.
PAGE> 24
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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)
3/13/06 By: /s/ William H. McMunn
---------------------
William H. McMunn
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
3/13/06 Chairman of the Board
and Director By: /s/ Bob D. Allen
----------------------
3/13/06 President and Chief Executive
Officer (Principal Executive
Officer) and Director /s/ William H. McMunn
----------------------
3/13/06 Senior Vice President-Finance,
Treasurer (Principal Financial
and Accounting Officer)
/s/ Bruce W. Teeters
----------------------
3/13/06 Director /s/ John C. Adams, Jr.
----------------------
3/13/06 Director /s/ William J. Voges
----------------------
3/13/06 Director /s/ Gerald L. DeGood
----------------------
25
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
EXHIBITS
TO
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005
COMMISSION FILE NO. 0-5556
CONSOLIDATED-TOMOKA LAND CO.
(Exact name of registrant as specified in the charter)
26
EXHIBIT INDEX
Page No.
(2.1) Agreement of Merger and Plan of Merger and Reorganization
dated April 28, 1993 between Consolidated-Tomoka Land Co.
and CTLC, Inc. filed with the registrant's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1993 and
incorporated by this reference. *
(2.2) Certificate of Merger dated April 28, 1993 filed with the
registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1993 and incorporated by this reference. *
(3.1) Articles of Incorporation of CTLC, Inc. dated February 26,
1993 and Amended Articles of Incorporation dated March 30,
1993 filed with the registrant's Quarterly Report on Form
10-Q for the quarter ended March 31, 1993 and incorporated
by this reference. *
(3.2) By-laws of CTLC, Inc. filed with the registrant's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1993
and incorporated by this reference. *
10 Material Contracts:
(10.1) The Consolidated-Tomoka Land Co. Unfunded Deferred
Compensation Plan filed with the registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1981
and incorporated by this reference. *
(10.2) The Consolidated-Tomoka Land Co. Unfunded Deferred
Compensation Plan executed on October 25, 1982 filed with
the registrant's Annual Report on Form 10-K for the year
ended December 31, 1982 and incorporated by this reference. *
(10.3) The Consolidated-Tomoka Land Co. 2001 Stock Option Plan
effective April 25, 2001, filed with the registrant's Form S-8
filed on June 20, 2001 and incorporated by this reference. *
(10.4) Lease Agreement dated August 28, 1997 between the City of
Daytona Beach and Indigo International Inc., a wholly
owned subsidiary of Consolidated-Tomoka Land Co., filed
on Form 10-K for the year ended December 31, 1997 and
incorporated by this reference. *
(10.5) Development Agreement dated August 18, 1997 between the
City of Daytona Beach and Indigo International Inc., a
wholly owned subsidiary of Consolidated-Tomoka Land Co.,
filed on Form 10-K for the year ended December 31, 1997
and incorporated by this reference. *
(10.6) Master Loan and Security Agreement between Consolidated-
Tomoka Land Co. and SunTrust Bank dated July 1, 2002,
filed on Form 10-Q for the quarter ended June 30, 2002
and incorporated by this reference. *
(10.7) Master Loan and Security Agreement between Consolidated-
Tomoka Land Co. and SunTrust Bank dated May 31, 2002,
filed on Form 10-Q for the quarter ended June 30, 2002
and incorporated by this reference. *
(10.8) International Swap Dealers Association, Inc. Master
Agreement dated April 8, 2002, between Consolidated-
Tomoka Land Co. and SunTrust Bank, filed on Form 10-Q
for the quarter ended June 30, 2002 and incorporated by
this reference. *
(10.9) Confirmation of Interest Rate Transaction dated April 9,
2002, between Consolidated-Tomoka Land Co. and SunTrust
Bank, filed on Form 10-Q for the quarter ended June 30,
2002, and incorporated by this reference. *
(21) Subsidiaries of the Registrant 31
(23.2) Consent of Independent Registered Public Accounting Firm 32
27
EXHIBIT INDEX (CONTINUED)
------------------------
Page No.
(31.1) Certification furnished pursuant to Section 302 of
Sarbanes-Oxley Act of 2002. *
(31.2) Certification furnished pursuant to Section 302 of
Sarbanes-Oxley Act of 2002. *
(32.1) Certification pursuant to 18 U.S.C. Section 1350,
adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002. *
(32.2) Certification pursuant to 18 U.S.C. Section 1350,
adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002. *
* - Incorporated by Reference
28
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
FOR THE YEAR ENDED DECEMBER 31, 2005
COSTS CAPITALIZED
INITIAL COST TO COMPANY SUBSEQUENT TO ACQUISITION
-------------------------------------------------------------------------
BUILDINGS &
DESCRIPTION ENCUMBRANCES LAND IMPROVEMENTS IMPROVEMENTS CARRYING COSTS
----------- -------------------------------------------------------------------------
Income Properties:
Gary Yeomans Ford, Daytona Beach, FL -0- $ 435,121 $ 743,902 $ 89,959 -0-
CVS, Tallahassee, FL -0- 590,800 1,595,000 -0- -0-
CVS, Sanford, FL -0- 1,565,176 1,890,671 -0- -0-
Barnes & Noble, Daytona Beach, FL -0- 1,798,600 3,803,000 -0- -0-
Barnes & Noble, Lakeland, FL -0- 1,242,300 1,884,200 -0- -0-
CVS, Clermont, FL -0- 1,493,985 1,452,823 -0- -0-
CVS, Sebring, FL -0- 1,312,472 1,722,559 -0- -0-
CVS, Melbourne, FL -0- 1,567,788 919,186 -0- -0-
CVS, Sanford, FL -0- 2,345,694 1,275,625 -0- -0-
CVS, Sebastian, FL -0- 2,205,708 1,288,995 -0- -0-
Walgreens, Palm Bay, FL -0- 1,102,640 3,157,360 -0- -0-
Walgreens, Kissimmee, FL -0- 1,327,847 1,770,986 -0- -0-
Walgreens, Orlando, FL -0- 2,280,841 1,148,507 -0- -0-
Walgreens, Clermont, FL -0- 3,021,665 1,269,449 -0- -0-
Walgreens, Apopka, FL -0- 2,390,532 1,354,080 -0- -0-
Walgreens, Powder Springs, GA -0- 2,668,255 1,406,160 -0- -0-
Walgreens, Alpharetta, GA -0- 3,265,623 1,406,160 -0- -0-
Lowe's, Lexington, NC -0- 5,048,640 4,548,880 -0- -0-
RBC, Centura Bank, Alpharetta, GA -0- 3,402,926 426,100 -0- -0-
Northern Tool & Equipment, Asheville, NC -0- 2,535,926 1,345,200 -0- -0-
RBC Centura Bank, Altamont Springs, FL -0- 3,435,502 410,961 -0- -0-
CVS, Vero Beach, FL -0- 3,113,661 1,312,235 -0- -0-
RBC Centura Bank, Orlando, FL -0- 2,875,052 418,992 -0- -0-
CVS, Clermont, FL -0- 2,414,044 1,575,184 -0- -0-
Agricultural Lands & Subsurface Interests -0- 712,729 -0- 1,567,626 -0-
-------------------------------------------------------------------------
-0- $54,153,527 $38,126,215 $1,657,585 -0-
=========================================================================
GROSS AMOUNT AT WHICH
CARRIED AT CLOSE OF PERIOD
-----------------------------
DATE OF
LAND AND ACCUMULATED COMPLETION OF DATE DEPR
IMPROVEMENTS BUILDINGS TOTAL DEPRECIATION CONSTRUCTION ACQUIRED LIFE
----------------------------------------------------------------------------
$ $ $ $
Income Properties:
Gary Yeomans Ford, Daytona Beach, FL 435,121 833,861 1,268,982 96,320 N/A 10/31/00 40Yrs.
CVS, Tallahassee, FL 590,800 1,595,000 2,185,800 202,698 N/A 12/13/00 40Yrs.
CVS, Sanford, FL 1,565,176 1,890,671 3,455,847 196,945 N/A 11/15/01 40Yrs.
Barnes & Noble, Daytona Beach, FL 1,798,600 3,803,000 5,601,600 475,375 N/A 01/11/01 40Yrs.
Barnes & Noble, Lakeland, FL 1,242,300 1,884,200 3,126,500 235,525 N/A 01/11/01 40Yrs.
CVS, Clermont, FL 1,493,985 1,452,823 2,946,808 113,735 N/A 11/22/02 40Yrs.
CVS, Sebring, FL 1,312,472 1,722,559 3,035,031 125,603 N/A 02/04/03 40Yrs.
CVS, Melbourne, FL 1,567,788 919,186 2,486,974 65,109 N/A 03/05/03 40Yrs.
CVS, Sanford, FL 2,345,694 1,275,625 3,621,319 66,225 N/A 09/17/03 40Yrs.
CVS, Sebastian, FL 2,205,708 1,288,995 3,494,703 53,863 N/A 04/23/04 40Yrs.
Walgreens, Palm Bay, FL 1,102,640 3,157,360 4,260,000 361,781 N/A 06/12/04 40Yrs.
Walgreens, Kissimmee, FL 1,327,847 1,770,986 3,098,833 129,134 N/A 02/12/03 40Yrs.
Walgreens, Orlando, FL 2,280,841 1,148,507 3,429,348 83,745 N/A 02/13/03 40Yrs.
Walgreens, Clermont, FL 3,021,665 1,269,449 4,291,114 50,249 N/A 05/27/04 40Yrs.
Walgreens, Apopka, FL 2,390,532 1,354,080 3,744,612 59,241 N/A 03/29/04 40Yrs.
Walgreens, Powder Springs, GA 2,668,255 1,406,160 4,074,415 61,520 N/A 03/31/04 40Yrs.
Walgreens, Alpharetta, GA 3,265,623 1,406,160 4,671,783 61,520 N/A 03/31/04 40Yrs.
Lowe's, Lexington, NC 5,048,640 4,548,880 9,597,520 104,245 N/A 01/20/05 40Yrs.
RBC, Centura Bank, Alpharetta, GA 3,402,926 426,100 3,829,026 6,214 N/A 05/25/05 40Yrs.
Northern Tool & Equipment,
Asheville, NC 2,535,926 1,345,200 3,881,126 19,618 N/A 05/25/05 40Yrs.
RBC Centura Bank, Altamonte
Springs, FL 3,435,502 410,961 3,846,463 6,849 N/A 05/12/05 40Yrs.
CVS, Vero Beach, FL 3,113,661 1,312,235 4,425,896 19,137 N/A 06/02/05 40Yrs.
RBC Centura Bank, Orlando, FL 2,875,052 418,992 3,294,044 4,364 N/A 08/15/05 40Yrs.
CVS, Clermont, FL 2,414,044 1,575,184 3,989,228 3,282 N/A 12/15/05 40Yrs.
Agricultural Lands & Subsurface
Interests 2,280,355 -0- 2,280,355 417,630 Various N/A 5-30Yrs.
--------------------------------------------
(1) 55,721,153 38,216,174 93,937,327 3,019,927
============================================
29
2005 2004 2003
---------- ---------- ----------
Cost:
Balance at Beginning of Year $60,794,791 $40,526,015 $25,022,268
Additions and Improvements 33,204,995 20,284,215 15,507,188
Cost of Real Estate Sold ( 62,459) ( 15,439) ( 3,441)
--------------------------------------------
Balance at End of Year (1) $93,937,327 $60,794,791 $40,526,015
============================================
Accumulated Depreciation:
Balance at Beginning of Year $ 2,151,473 $ 1,446,011 $ 866,741
Depreciation and Amortization 868,454 705,462 579,270
Depreciation on Real Estate Sold -- --
--------------------------------------------
Balance at End of Year $ 3,019,927 $ 2,151,473 $ 1,446,011
============================================
(1) Reconciliation to Consolidated Balance Sheet at December 31, 2005
Land, Timber, and Subsurface Interests $ 2,280,355
Income Properties: Land, Buildings, and Improvements 91,656,972
----------
$93,937,327
==========
30
EXHIBIT 21
Subsidiaries of the Registrant
Percentage of
Organized Voting Securities
Under Owned by
Laws of Immediate Parent
------------------------------------
Consolidated-Tomoka Land Co. Florida --
Indigo Group Inc. Florida 100.0
Indigo Group Ltd. Florida 99.0*
(A Limited Partnership)
Indigo Development Inc. Florida 100.0
Indigo Commercial Realty Inc. Florida 100.0
Palms Del Mar Inc. Florida 100.0
Indigo International Inc. Florida 100.0
W. Hay Inc. Florida **
W. Hay LLC Florida ***
* Consolidated-Tomoka Land Co. is the limited partner of Indigo Group
Ltd., and owns 99.0% of the total partnership equity. Indigo Group
Inc. is the managing general partner of the partnership and owns an
additional 1.0% of the partnership equity.
** W. Hay Inc. is 100% owned by Indigo Group Inc.
*** W. Hay LLC is 100% owned by W. Hay Inc.
All subsidiaries are included in the Consolidated Financial
Statements of the Company and its subsidiaries appearing elsewhere
herein.
31
EXHIBIT 23.2
Consent of Independent Registered Public Accounting Firm
To The Board of Directors
Consolidated-Tomoka Land Co.:
We consent to the incorporation by reference in Registration Statement
Nos. 33-62679 and 333-63400 on Form S-8 of Consolidated-Tomoka Land
Co. and subsidiaries of our reports dated March 8, 2006, with respect
to the consolidated balance sheet of Consolidated-Tomoka Land Co. and
subsidiaries as of December 31, 2005 and 2004, and the related
consolidated statements of income, shareholders' equity and
comprehensive income, and cash flows for each of the years in the
three-year period ended December 31, 2005, and the related financial
statement schedule, management's assessment of the effectiveness of
internal control over financial reporting as of December 31, 2005, and
the effectiveness of internal control over financial reporting as of
December 31, 2005, which reports appear in the December 31, 2005,
annual report on Form 10-K of Consolidated-Tomoka Land Co. and
subsidiaries.
/S/ KPMG LLP
------------
Jacksonville, Florida
March 8, 2006
Certified Public Accountants
32
CONSOLIDATED-TOMOKA LAND CO.
INDEX TO FINANCIAL STATEMENTS
Reports of Independent Registered Public Accounting Firm F-2
Consolidated Balance Sheets as of December 31, 2005 and 2004 F-5
Consolidated Statements of Income for the three years ended
December 31, 2005 F-6
Consolidated Statements of Shareholders' Equity and
Comprehensive Income for the three years ended
December 31, 2005 F-7
Consolidated Statements of Cash Flows for the three years
ended December 31, 2005 F-8
Notes to Consolidated Financial Statements F-9
F-1
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
Consolidated-Tomoka Land Co.:
We have audited the accompanying consolidated balance sheets of
Consolidated-Tomoka Land Co. and subsidiaries ("the Company") as of
December 31, 2005 and 2004, and the related consolidated statements of
income, shareholders' equity and comprehensive income, and cash flows
for each of the years in the three-year period ended December 31,
2005. In connection with our audits of the consolidated financial
statements, we also have audited financial statement schedule as
listed in Item 15(a)2 of the 2005 annual report on Form 10-K. These
consolidated financial statements and financial statement schedule are
the responsibility of the Company's management. Our responsibility is
to express an opinion on these consolidated financial statements and
financial statement schedules based on our audits.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position
of the Company and subsidiaries as of December 31, 2005 and 2004, and
the results of their operations and their cash flows for each of the
years in the three-year period ended December 31, 2005, in conformity
with U.S. generally accepted accounting principles. Also, in our
opinion, the related financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, present
fairly, in all material respects, the information set forth therein.
We also have audited, in accordance with the standards of the Public
Company Accounting Oversight Board (United States), the effectiveness
of the Company's internal control over financial reporting as of
December 31, 2005, based on criteria established in "Internal Control-
Integrated Framework," issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO), and our report dated
March 8, 2006, expressed an unqualified opinion on management's
assessment of, and the effective operation of, internal control over
financial reporting.
/S/ KPMG LLP
------------
Jacksonville, Florida
March 8, 2006
Certified Public Accountants
F-2
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
Consolidated-Tomoka Land Co.:
We have audited management's assessment, included in the accompanying
Management's Report on Internal Control over Financial Reporting,
that Consolidated-Tomoka Land Co. and subsidiaries ("the Company")
maintained effective internal control over financial reporting as of
December 31, 2005, based on criteria established in "Internal Control-
Integrated Framework," issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). The Company's
management is responsible for maintaining effective internal control
over financial reporting and for its assessment of the effectiveness
of internal control over financial reporting. Our responsibility is to
express an opinion on management's assessment and an opinion on the
effectiveness of the Company's internal control over financial
reporting based on our audit.
We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether effective internal control over financial
reporting was maintained in all material respects. Our audit included
obtaining an understanding of internal control over financial
reporting, evaluating management's assessment, testing and evaluating
the design and operating effectiveness of internal control, and
performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis
for our opinion.
A company's internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles. A company's internal control over financial reporting
includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that
receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of
the company's assets that could have a material affect on the
financial statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
In our opinion, management's assessment that the Company maintained
effective internal control over financial reporting as of December 31,
2005, is fairly stated, in all material respects, based on criteria
established in "Internal Control-Integrated Framework," issued by
COSO. Also, in our opinion, the Company maintained, in all material
respects, effective internal control over financial reporting as of
December 31, 2005, based on criteria established in "Internal Control-
Integrated Framework", issued by COSO.
F-3
We also have audited, in accordance with the standards of the Public
Company Accounting Oversight Board (United States), the consolidated
balance sheets of the Company and subsidiaries as of December 31, 2005
and 2004, and the related consolidated statements of income,
shareholders' equity and comprehensive income, and cash flows for each
of the years in the three-year period ended December 31, 2005, and our
report dated March 8, 2006, expressed an unqualified opinion on those
consolidated financial statements.
/S/ KPMG LLP
------------
Jacksonville, Florida
March 8, 2006
Certified Public Accountants
F-4
Consolidated Balance Sheets
December 31,
---------------------------
2005 2004
----------- -----------
Assets
Cash $ 1,127,143 $ 273,911
Restricted Cash (Note 1) 7,840,167 27,717,882
Investment Securities (Note 2) 14,341,097 3,642,785
Notes Receivable (Note 4) -- 4,425,252
Land and Development Costs (Note 5) 9,142,551 9,821,988
Intangible Assets (Note 1) 4,591,944 2,726,763
Other Assets 5,205,415 2,034,530
------------ -----------
42,248,317 50,643,111
------------ -----------
Property, Plant, and Equipment
Land, Timber and Subsurface Interests $ 2,280,355 $ 2,091,080
Golf Buildings, Improvements, and Equipment 11,382,515 11,345,915
Income Properties: Land, Buildings, and Improvements 91,656,972 58,703,711
Other Building, Equipment, and Land Improvements 1,769,407 1,228,400
------------ -----------
Total Property, Plant, and Equipment 107,089,249 73,369,106
Less Accumulated Depreciation and Amortization ( 6,079,090) ( 4,791,243)
------------ -----------
Net Property, Plant, and Equipment 101,010,159 68,577,863
------------ -----------
Total Assets $143,258,476 $119,220,974
============ ===========
Liabilities
Accounts Payable $ 248,698 $ 405,609
Accrued Liabilities 6,083,047 3,895,125
Income Taxes Payable (Note 3) 5,157,171 658,040
Deferred Income Taxes (Note 3) 24,159,074 25,934,475
Deferred Profit (Note 1) 5,345,006 --
Notes Payable (Note 6) 7,297,593 8,716,976
----------- -----------
Total Liabilities 48,290,589 39,610,225
----------- -----------
Shareholders' Equity
Preferred Stock - 50,000 Shares Authorized,
$100 Par Value; None Issued -- --
Common Stock - 25,000,000 Shares Authorized;
$1 Par Value; 5,667,796 and 5,641,722 Shares
Issued and Outstanding at December 31, 2005
and 2004, respectively $ 5,667,796 $ 5,641,722
Additional Paid-In Capital 4,168,865 2,176,184
Retained Earnings 85,435,246 72,316,660
Accumulated Other Comprehensive Loss ( 304,020) ( 523,817)
------------ -----------
Total Shareholders' Equity 94,967,887 79,610,749
------------ -----------
Total Liabilities and Shareholders' Equity $143,258,476 $119,220,974
============ ===========
F-5
Consolidated Statements of Income
Calendar Year
------------------------------------------
December 31, December 31, December 31,
2005 2004 2003
------------------------------------------
Income:
Real Estate Operations:
Real Estate Sales (Note 1)
Sales and Other Income $32,073,472 $32,640,020 $25,495,664
Costs and Other Expenses ( 6,492,064) ( 7,700,775) ( 2,721,624)
---------- ---------- ----------
25,581,408 24,939,245 22,774,040
---------- ---------- ----------
Income Properties
Leasing Revenues and Other Income 6,662,645 4,765,723 3,276,062
Costs and Other Expenses ( 1,222,229) ( 826,059) ( 594,520)
---------- ---------- ----------
5,440,416 3,939,664 2,681,542
---------- ---------- ----------
Golf Operations
Sales and Other Income 4,817,913 4,579,183 4,373,414
Costs and Other Expenses ( 6,110,612) ( 5,778,271) ( 5,558,778)
---------- ---------- ----------
( 1,292,699) ( 1,199,088) ( 1,185,364)
---------- ---------- ----------
Total Real Estate Operations 29,729,125 27,679,821 24,270,218
Profit on Sales of Other
Real Estate Interests 272,293 209,713 631,875
Interest and Other Income 937,979 1,003,707 1,114,074
---------- ---------- ----------
Operating Income 30,939,397 28,893,241 26,016,167
General and Administrative Expenses (7,997,058) ( 5,073,285) ( 4,588,034)
---------- ---------- ----------
Income Before Income Taxes 22,942,339 23,819,956 21,428,133
Income Taxes (Note 3) ( 8,124,589) ( 9,168,217) ( 8,233,738)
---------- ---------- ----------
Net Income $14,817,750 $14,651,739 $13,194,395
========== ========== ==========
Per Share Information (Note 10):
Basic $2.62 $2.60 $2.35
========== ========== ==========
Diluted $2.58 $2.58 $2.33
========== ========== ==========
F-6
Consolidated Statements of Shareholders' Equity
and Comprehensive Income
Accumulated
Additional Other Total
Common Paid-In Retained Comprehensive Shareholders' Comprehensive
Stock Capital Earnings Loss Equity Income
--------- -------- ----------- ----------- ------------ -----------
Balance,
December 31, 2002 $5,615,579 $ 835,750 $47,171,449 $( 765,127) $52,857,651
Net Income -- -- 13,194,395 -- 13,194,395 $13,194,395
Other Comprehensive
Income:
Cash Flow Hedging
Derivative, Net of Tax -- -- -- 155,433 155,433 155,433
-----------
Comprehensive Income $13,349,828
===========
Stock Options 7,863 678,589 -- -- 686,452
Cash Dividends
($.22 per share) -- -- ( 1,236,152) -- (1,236,152)
---------- ---------- ----------- ----------- -----------
Balance,
December 31, 2003 $5,623,442 $1,514,339 $59,129,692 $( 609,694) $65,657,779
Net Income -- -- 14,651,739 -- 14,651,739 $14,651,739
Other Comprehensive
Income:
Cash Flow Hedging
Derivative, Net of Tax -- - -- 85,877 85,877 85,877
----------
Comprehensive Income $14,737,616
==========
Stock Options 18,280 661,845 -- -- 680,125
Cash Dividends
($.26 per share) -- -- ( 1,464,771) -- (1,464,771)
--------- --------- ----------- ------- ----------
Balance,
December 31, 2004 $5,641,722 $2,176,184 $72,316,660 $ ( 523,817) $79,610,749
Net Income -- -- 14,817,750 -- 14,817,750 $14,817,750
Other Comprehensive
Income:
Cash Flow Hedging
Derivative, Net of Tax -- -- -- 219,797 219,797 219,797
----------
Comprehensive Income $15,037,547
===========
Stock Options 26,074 1,992,681 -- -- 2,018,755
Cash Dividends
($.30 per share) -- -- ( 1,699,164) -- (1,699,164)
Balance, ---------- ---------- ----------- ---------- -----------
December 31, 2005 $5,667,796 $4,168,865 $85,435,246 $ ( 304,020) $94,967,887
========== ========== =========== ========== ===========
F-7
Consolidated Statements of Cash Flows
Calendar Year
--------------------------------------
December 31, December 31, December 31,
2005 2004 2003
----------- ----------- ------------
Cash Flow from Operating Activities:
Net Income $ 14,817,750 $14,651,739 $13,194,395
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities:
Depreciation and Amortization 1,755,127 1,344,315 1,120,153
Loss on Sale of Property,
Plant, and Equipment 66,095 31,519 --
Deferred Income Taxes 3,222,793 8,589,976 8,500,771
Non-Cash Compensation 1,911,733 655,568 680,507
Decrease (Increase) in Assets:
Notes Receivable 4,425,252 4,724,965 490,459
Land and Development Costs 679,437 1,728,921 (4,205,953)
Refundable Income Taxes -- -- 815,503
Other Assets (3,170,885) 631,123 1,019,207
Increase(Decrease) in Liabilities:
Accounts Payable ( 156,911) 299,687 (198,558)
Accrued Liabilities 2,407,719 470,178 581,126
Income Taxes Payable (499,063) 632,172 25,868
Deferred Profit 5,345,006 (1,131,135) 1,131,135
---------- ---------- ----------
Net Cash Provided by Operating Activities 30,804,053 32,629,028 23,154,613
---------- ---------- ----------
Cash Flow from Investing Activities:
Acquisition of Property, Plant and Equipment (33,999,763) (20,829,185) (15,589,778)
Intangible Assets ( 2,118,936) (1,589,081) ( 1,325,229)
Decrease (Increase) in Restricted Cash for
Acquisitions Through the Like-Kind Exchange
Process 19,877,715 ( 8,358,784) ( 7,019,571)
Proceeds from Calls or Maturities of
Investment Securities 28,031,510 3,447,662 2,180,465
Acquisition of Investment Securities (38,729,822) ( 3,198,750) ( 1,058,938)
---------- ---------- ----------
Net Cash Used In Investing Activities (26,939,296) (30,528,138) (22,813,051)
---------- ---------- ----------
Cash Flow from Financing Activities:
Proceeds from Notes Payable 267,000 3,259,000 8,528,000
Payments on Notes Payable ( 1,686,383) ( 4,671,975) ( 7,633,121)
Cash Proceeds from Exercise of Stock Options 107,022 24,557 5,945
Dividends Paid ( 1,699,164) ( 1,464,771) ( 1,236,152)
---------- ---------- ----------
Net Cash Used In Financing Activities ( 3,011,525) ( 2,853,189) ( 335,328)
---------- ---------- ----------
Net Increase (Decrease) in Cash 853,232 ( 752,299) 6,234
Cash, Beginning of Year 273,911 1,026,210 1,019,976
---------- ---------- ----------
Cash, End of Year $ 1,127,143 $ 273,911 $ 1,026,210
========== ========== ==========
F-8
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
------------------------------------------------
Supplemental Disclosure of Operating Activities:
In connection with the sale of real estate and income properties, the
Company received, as consideration, mortgage notes receivable of
$469,500 and $1,142,720, for the years 2004 and 2003, respectively.
Total interest paid was $643,176, $692,470, and $715,774, for the
years 2005, 2004, and 2003, respectively.
Income taxes of $5,228,891 were paid in 2005, with no income taxes
paid or refunded in 2004 and income taxes of $1,010,791 refunded in
2003.
Income taxes in the amount of $4,998,194 were reclassified from
deferred income taxes payable to current income taxes payable in
conjunction with the closing agreement with the Internal Revenue
Service on the 2002 tax audit.
The change in fair value in the interest rate swap, net of income
taxes, resulted in a positive adjustment to accumulated other
compensation income of $219,797 for the year ended December 31, 2005.
The accompanying notes are an integral part of these consolidated
statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2005, 2004, and 2003
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of
Consolidated-Tomoka Land Co., a Florida corporation, and its wholly
owned subsidiaries: Indigo Group Inc., Indigo Group Ltd., Indigo
International Inc., Indigo Development Inc., W. Hay Inc., W. Hay LLC,
and Palms Del Mar Inc. (collectively, the Company). All significant
intercompany accounts and transactions have been eliminated in
consolidation.
NATURE OF OPERATIONS
The Company is primarily engaged, through its wholly owned
subsidiaries, in the real estate industry. Real estate operations,
which are primarily commercial in nature, also include residential,
golf operations, income properties, leasing properties for oil and
mineral exploration, and agricultural operations. These operations are
predominantly located in Volusia County, Florida, with various income
properties owned within Florida, Georgia, and North Carolina.
USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
The preparation of financial statements in conformity with U.S.
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities, and disclosure of contingent assets and liabilities
at the date of the financial statements, and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates.
F-9
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---------------------------------------------------------------
RESTRICTED CASH
The Company's qualified intermediary held $7,840,167 and $27,717,882
in escrow, for the benefit of the Company, at December 31, 2005 and
2004, respectively, to complete the purchase of income properties
through the deferred tax like-kind exchange process.
In the event that such transactions are not completed, the funds held
at December 31, 2005, will become unrestricted and deferred income
taxes in the amount of $2,169,507, on the like-kind transactions will
become currently payable.
LAND AND DEVELOPMENT COSTS
The carrying value of land and development includes the initial
acquisition costs of land, improvements thereto, and other costs
incidental to the acquisition or development of land. These costs are
allocated to properties on a relative sales value basis and are
charged to costs of sales as specific properties are sold. Due to the
nature of the business, land and development costs have been
classified as an operating activity on the consolidated statements
of cash flows.
Interest of $61,946 was capitalized to land and development during
2004, with no interest capitalized in 2005.
INTANGIBLE ASSETS
Intangible assets consist of the market lease value associated with
single-tenant income properties owned by the Company. This value is
amortized over the remaining term of the lease at the time the
properties are purchased. At December 31, 2005, the market lease
value totaled $4,591,944, which was net of amortization of $441,304
for 2005. At December 31, 2004, the market lease value totaled
$2,726,763, which is net of amortization of $187,548 for 2004.
PROPERTY, PLANT, AND EQUIPMENT
Property, plant, and equipment are stated at cost, less accumulated
depreciation and amortization. Such properties are depreciated on a
straight-line basis over their estimated useful lives. Renewals and
betterments are capitalized to property accounts. The cost of
maintenance and repairs is expensed as incurred. The cost of property
retired or otherwise disposed of, and the related accumulated
depreciation or amortization, are removed from the accounts, and any
resulting gain or loss is taken into income.
The amount of depreciation and amortization of property, plant, and
equipment, exclusive of amortization related to intangible assets,
recognized for the years 2005, 2004, and 2003 was $1,501,371,
$1,211,691, and $1,065,231, respectively.
The range of estimated useful lives for property, plant, and
equipment is as follows:
Golf Buildings and Improvements 10-40 Years
Golf Equipment 5-10 Years
Income Properties Buildings and Improvements 40 Years
Other Furnishings and Equipment 5-25 Years
LONG-LIVED ASSETS
The Company has reviewed the recoverability of long-lived assets,
including real estate held for development and sale, and property,
plant, and equipment, for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. There has been no material impairment of long-lived
assets reflected in the consolidated financial statements for the
three years ended December 31, 2005.
F-10
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---------------------------------------------------------------
SALE OF REAL ESTATE
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 some form of
continuing involvement in the property.
During 2005, the Company closed four transactions, which the Company
had post-closing obligations to provide off-site road and/or
utilities. In all cases, full cash payment was received at closing,
and a warranty deed was transferred and recorded. None of the sales
contracts provide any offsets, rescission, or buy-back if the
improvements are not made. As the Company has retained some
continuing involvement with the properties, according to SFAS No. 66,
a portion of the revenues and profits on the sales were deferred. The
transactions are being accounted for on the percentage-of-completion
method with revenues and profits recognized as costs are incurred.
For the year ended December 31, 2005, revenues and profits of
$5,679,999 and $5,345,006 were deferred, respectively. These profits,
equivalent to $3,283,170 after income tax or $.58 per share, are
expected to be recognized during 2006, as the off-site improvements
are completed.
Income of $1,131,135 was deferred for the year ended December 31,
2003, as initial payment did not meet the criteria established under
SFAS No. 66. No income was deferred for the year ended December 31,
2004.
INCOME PROPERTIES
The rental of the Company's income properties generally are classified
as operating leases. The Company recognizes lease income on these
properties on a straight-line basis over the term of the lease.
GOLF OPERATIONS
The Company operates two golf courses and a clubhouse facility,
including food and beverage operations. Revenues from this operation,
including greens fees, cart rentals, merchandise, and food and
beverage sales, are recognized at the time of sale. Membership dues
are recognized over the life of the membership.
UNFUNDED DEFERRED COMPENSATION PLANS
The Company maintains two unfunded deferred compensation plans. One
plan is established for the Board of Directors of the Company, with
the second plan established for the officers and key employees of the
Company. Under the plans, any member of the Board of Directors,
officer or key employee may elect to defer all or a portion of their
compensation. The amount of deferred compensation shall increase
annually by an amount which is equal to interest on the deferred
compensation at the rate of return earned by the Company on its short-
term investments. Compensation credited to a participant shall be
deferred until such participant ceases to be a member of the Board of
Directors, officer or key employee, at which time the amounts
accumulated shall be distributed in the manner elected. The plans are
non-qualified plans as defined by the Internal Revenue Service. The
amount of deferred compensation reflected in accrued liabilities on
the consolidated balance sheets at December 31, 2005 and 2004 was
$1,649,602 and $1,503,788, respectively. Deferred compensation
expense for the three years ended December 31, 2005 was $93,213,
$90,247, and $99,046, respectively.
F-11
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---------------------------------------------------------------
PENSION
The Company has a funded, non-contributory defined benefit pension
plan covering all eligible employees. The Company's method of funding
and accounting for pension costs is to fund and accrue all normal
costs plus an amount necessary to amortize past service cost over a
period of 30 years. (See Note 7 "Pension Plan").
STOCK OPTION PLAN
The Company applies the intrinsic value-based method of accounting
prescribed by Accounting Principles Board ("APB") Opinion No. 25,
"Accounting for Stock Issued to Employees," and related
interpretations including FASB Interpretation No. 44, "Accounting for
Certain Transactions Involving Stock Compensation, an Interpretation
of APB Opinion No. 25," issued in March 2000, to account for its
variable plan stock options. Under this method, compensation expense
is recorded on the date of grant only if the current market price of
the underlying stock exceeded the exercise price, except for stock
appreciation rights and other variable stock option plans.
Compensation expense relating to such variable plans shall be measured
at the end of each period as the amount which the quoted market value
of shares covered by a grant exceeds the option price. The Company
accounts for these plans as a variable plan. SFAS No. 123,
"Accounting for Stock-Based Compensation," established accounting and
disclosure requirements using a fair value-based method of accounting
for stock-based employee compensation plans. As allowed by SFAS No.
123, the Company has elected to continue to apply the intrinsic value-
based method of accounting described above, and has adopted the
disclosure requirements of SFAS No. 123.
The Company uses the Black-Scholes option pricing model to estimate
the grant date fair value of its option grants.
Had compensation cost for these options been determined in accordance
with SFAS No. 123, the Company's net earnings and earnings per share
would have been as follows:
2005 2004 2003
---------- ---------- ---------
Net Income As Reported $14,817,750 $14,651,739 $13,194,395
Deduct:
Stock-Based Compensation Under Fair Value
Based Method (Net of Income Tax) ( 384,910) ( 221,595) ( 91,353)
Add Back:
Stock-Based Compensation Under Intrinsic
Value Method (Net of Income Tax) 1,174,283 402,683 418,001
---------- ---------- ----------
Pro Forma Income $15,607,123 $14,832,827 $13,521,043
========== ========== ==========
Basic Earnings Per Share:
As Reported $2.62 $2.60 $2.35
Pro Forma $2.76 $2.63 $2.41
Diluted Earnings Per Share:
As Reported $2.58 $2.58 $2.33
Pro Forma $2.72 $2.61 $2.39
The fair value of stock options was estimated at the date of grant
using a Black-Scholes option pricing model with the following
assumptions:
2005 2004 2003
---- ---- ----
Risk Free Interest Rate 3.73% 3.22% 3.11%
Dividend Yield .65% .76% .99%
Volatility 28.11% 31.68% 28.77%
Expected Option Life 7 years 7 years 7 years
F-12
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---------------------------------------------------------------
INCOME TAXES
The Company uses the asset and liability method to account for income
taxes. Deferred income taxes result primarily from the net tax effect
of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for
income tax purposes (see Note 3, "Income Taxes").
EARNINGS PER COMMON SHARE
Basic and diluted earnings per common share are presented in
accordance with SFAS No. 128, "Earnings Per Share." Basic earnings
per common share is computed by dividing net income by the weighted
average number of shares outstanding. Diluted earnings per common
share includes the dilutive effect of stock options (see Note 10,
"Earnings Per Share").
CONCENTRATION OF CREDIT RISK
Financial instruments, which potentially subject the Company to
concentrations of credit risk, consist principally of cash, investment
securities, accounts receivables.
A majority of the Company's income property tenants consist of CVS
Corp. and Walgreen Co., neither of whose revenues amount to 10% of
consolidated revenues, and which the Company considers good credit
tenants. The Company is diversifying its income property tenant mix
with Barnes & Noble, Lowe's Home Improvement Center, Northern Tool &
Equipment Co., and RBC Centura Bank as tenants.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts of the Company's financial assets and
liabilities, including cash, accounts receivable, and accounts payable
at December 31, 2005 and 2004, approximate fair value because of the
short maturity of these instruments. The carrying amount of the
Company's notes payable approximates fair value at December 31, 2005
and 2004, since the notes are at floating rates or fixed rates, which
approximate current market rates for notes with similar risks and
maturities. The interest rate swap derivative is carried at its fair
value at December 31, 2005 and 2004.
DERIVATIVE INSTRUMENTS AND CERTAIN HEDGING ACTIVITY
The Company accounts for derivatives and hedging activity under
Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (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."
All derivatives are recognized on the balance sheet at their fair
value. On the date the derivative contract is entered into, the
Company designates the derivative as a hedge of the variability of
cash flows to be paid related to a recognized liability ("cash flow
hedge"). The Company formally documents all relationships between
hedging instruments and hedged items, as well as its risk-management
objective and strategy for undertaking various hedge transactions.
This process includes linking all derivatives that are designated as
cash-flow hedges to specific liabilities on the balance sheet. The
Company also formally assesses, both at the hedge's inception and on
an ongoing basis, whether the derivatives that are used in hedging
transactions are highly effective in offsetting changes in cash flows
of hedged items. When it is determined that a derivative is not
highly effective as a hedge or that it has ceased to be a highly
effective hedge, the Company discontinues hedge accounting
prospectively.
F-13
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---------------------------------------------------------------
Changes in the fair value of a derivative that is highly effective
and that is designated and qualifies as a cash-flow hedge are recorded
in other comprehensive loss, until earnings are affected by the
variability in cash flows of the designated hedged item.
The Company discontinues hedge accounting prospectively when it is
determined that the derivative is no longer effective in offsetting
changes in the cash flows of the hedged item, the derivative expires
or is sold, terminated, or exercised, the derivative is re-designated
as a hedging instrument or management determines that designation of
the derivative as a hedging instrument is no longer appropriate.
When hedge accounting is discontinued, the Company continues to carry
the derivative at its fair value on the balance sheet, and recognizes
any changes in its fair value in earnings.
RECENT ACCOUNTING STANDARDS
In December 2004, the Financial Accounting Standards Board ("FASB")
issued FASB Statement No. 123 (revised 2004), Share Based Payment
("SFAS 123R"), which addresses the accounting for transactions in
which an entity exchanges its equity instruments for goods and
services, with a primary focus in transactions in which an entity
obtains employee services in share-based payment transactions. This
Statement is a revision to Statement 123 and supersedes APB Opinion
No. 25, Accounting for Stock Issued to Employees, and its related
implementation guidance. The Statement will require measurement if
the cost of employee services received in exchange for stock
compensation based on the grant-date fair value of employee stock
options. Incremental compensation costs arising from subsequent
modifications of awards after the grant date must be recognized. The
Company adopted this Statement on January 1, 2006. The Company is in
the process of evaluating the effect of the adoption of SFAS 123R will
have on its financial statements.
The following FASB statements and interpretations have been issued,
but do not have an impact on the Company's financial statements as of
the date of this report:
FASB Statement No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity"
FASB Statement No. 151, "Inventory Costs"
FASB Statement No. 153, "Exchanges of Nonmonetary Assets"
FASB Statement No. 154, "Accounting Changes and Error
Corrections"
FASB Interpretation No. 46, "Consolidation of Variable Interest
Entities"
FASB Interpretation No. 47, "Accounting for Conditional Asset
Retirement Obligations"
RECLASSIFICATIONS
Certain reclassifications were made to the 2004 and 2003 accompanying
consolidated financial statements to conform to the 2005 presentation.
NOTE 2 INVESTMENT SECURITIES
------------------------------
The Company accounts for investment securities under SFAS No. 115,
"Accounting for Certain Investments in Debt and Equity Securities."
This standard requires classification of the investment portfolio into
three categories: held to maturity, trading, and available for sale.
F-14
NOTE 2 INVESTMENT SECURITIES (CONTINUED)
------------------------------------------
The Company classifies as held to maturity those securities which the
Company has the intent and ability to hold through their stated
maturity date. Investment securities, which are classified as held to
maturity, are carried at cost, adjusted for amortization of premiums
and accretion of discounts. Gains and losses are determined using the
specific identification method. For the years ended December 31,
2005, 2004, and 2003, losses of $28,442, $33,829, and $722,
respectively, were recognized on the disposition of investment
securities.
Investment securities as of December 31, 2005 and 2004 are as follows:
2005 2004
---------- ----------
Investments Held to Maturity
----------------------------
Debt Securities Issued by States
and Political Subdivisions of States $14,211,853 $3,513,541
Preferred Stocks 129,244 129,244
---------- ---------
Total Investments Held to Maturity $14,341,097 $3,642,785
========= ========
The contractual maturities of investment securities held to maturity
are as follows:
Maturity Date Amount
-------------- ---------
Within 1 year $ 8,410,278
1-5 Years 3,671,720
6-10 Years 904,955
After 10 Years 1,354,144
----------
$14,341,097
==========
F-15
NOTE 2 INVESTMENT SECURITIES (CONTINUED)
------------------------------------------
The amortized cost, gross unrealized holding gains, gross unrealized
holding losses, and fair value of held-to-maturity securities by major
security type and class of security at December 31, 2005 and 2004 were
as follows:
Gross Gross
Unrealized Unrealized
Amortized Holding Holding Fair
Cost Gains Losses Value
---------- ---------- ---------- ---------
At December 31, 2005
Debt Securities Issued by States
and Political Subdivisions of States $14,211,853 $22,567 $(231,978) $14,002,442
Preferred Stocks 129,244 -- ( 24,713) 104,531
---------- ------ ------- ----------
$14,341,097 $22,567 $(256,691) $14,106,973
========== ======= ======== ==========
Unrealized Unrealized
Amortized Holding Holding Fair
Cost Gains Losses Value
--------- ---------- ---------- ---------
At December 31, 2004
Debt Securities Issued by States
and Political Subdivisions of States $3,513,541 $17,431 $(182,502) $3,348,470
Preferred Stocks 129,244 -- ( 27,252) 101,992
--------- ------ ------- ---------
$3,642,785 $17,431 $(209,754) $3,450,462
========= ======= ======== ==========
The following tables show the Company's investments' gross unrealized
losses and fair value, aggregated by investment category and length of
time that individual securities have been in a continuous unrealized
loss position at December 31, 2005 and 2004, respectively. The
unrealized losses on investments in debt securities issued by states
and political subdivisions of states were caused by interest rate
increases. The contractual terms of these investments do not permit
the issuer to settle the securities at a price less than the amortized
cost of the investment. Because the Company has the ability and
intent to hold these investments until a market price recovery or
maturity, these investments are not considered other-than-temporarily
impaired.
F-16
NOTE 2 INVESTMENT SECURITIES (CONTINUED)
------------------------------------------
Less than 12 Months 12 Months or More Total
--------------------- --------------------- ---------------------
Fair Unrealized Fair Unrealized Fair Unrealized
Held at December 31, 2005 Value Losses Value Losses Value Losses
--------- ---------- --------- ---------- --------- ----------
Description of Securities
Debt Securities Issued by
States and Political
Subdivisions of States $7,500,831 $ 79,367 $1,380,157 $ 152,611 $8,880,988 $ 231,978
Preferred Stocks -- -- 104,531 24,713 104,531 24,713
---------- ------- --------- ------- --------- -------
$7,500,831 $ 79,367 $1,484,688 $ 177,324 $8,985,519 $ 256,691
========== ======= ========= ======= ========= =======
Less than 12 Months 12 Months or More Total
--------------------- --------------------- ---------------------
Fair Unrealized Fair Unrealized Fair Unrealized
Held at December 31, 2004 Value Losses Value Losses Value Losses
--------- ---------- --------- ---------- --------- ----------
Description of Securities
Debt Securities Issued by
States and Political
Subdivisions of States $ 10,457 $ 5,535 $1,931,060 $ 176,967 $1,941,517 $ 182,502
Preferred Stocks -- -- 101,992 27,252 101,992 27,252
--------- ------ --------- ------- --------- -------
$ 10,457 $ 5,535 $2,033,052 $ 204,219 $2,043,509 $ 209,754
========= ====== ========= ======= ========= =======
NOTE 3 INCOME TAXES
---------------------
The Company accounts for income taxes under SFAS No. 109, "Accounting For
Income Taxes."
The provisions for income taxes are summarized as follows:
2005 2004 2003
---- ---- ----
Current Deferred Current Deferred Current Deferred
------------------- -------------------- -------------------
Federal $8,498,463 $(1,690,480) $ 468,143 $7,399,296 $( 24,154) $7,204,198
State 1,253,500 63,106 56,169 1,244,609 (145,266) 1,198,960
--------- --------- ------- --------- --------- ---------
Total $9,751,963 $(1,627,374) $ 524,312 $8,643,905 $(169,420) $8,403,158
========= ========= ======= ========= ======= =========
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to the differences between the financial
statement carrying amounts of existing assets and liabilities and
their respective tax bases and operating loss and tax credit
carryforwards. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that
includes the enactment date.
F-17
NOTE 3 INCOME TAXES (CONTINUED)
------------------------------------
The sources of these differences and the related deferred income tax
assets (liabilities) are summarized as follows:
Deferred Taxes
-------------------------
2005 2004
---------- ----------
Depreciation $ 244,107 $( 17,491)
Sales of Real Estate (26,431,277) (28,527,828)
Deferred Compensation 636,334 580,086
Basis Difference In Consolidated
Joint Venture 1,015,904 1,069,793
Revolving Fund Certificates -- 8,131
Charitable Contributions Carryforward -- 791,045
Interest Rate Swap 190,925 328,957
Other 600,386 1,039,330
Less-Valuation Allowance ( 415,453) ( 1,206,498)
---------- ----------
$(24,159,074) $(25,934,475)
========== ==========
In assessing the realizability of deferred tax assets, management
considers whether it is more likely than not that some portion or all
of the deferred tax assets will not be realized. The ultimate
realization of deferred tax assets is dependent upon the realization
of future taxable income during the periods in which those temporary
differences become deductible. Management considers past history, the
scheduled reversal of taxable temporary differences, projected future
taxable income, and tax planning strategies in making this assessment.
As of December 31, 2005 and 2004, management believes it is more
likely than not that a portion of the Company's deferred tax assets
will not be realized. A valuation allowance for deferred tax assets
is provided when it is more likely than not that some portion of all
of the deferred tax assets will not be realized. As of December 31,
2005 and 2004, the valuation allowance was $415,453 and $1,206,498,
respectively.
Following is a reconciliation of the income tax computed at the
federal statutory rate of 35% for 2005, 2004, and 2003:
Calendar Year
-----------------------------------
2005 2004 2003
--------- --------- -------
Income Tax Expense Computed at Federal
Statutory Rate $8,029,819 $8,336,985 $7,499,847
Increase (Decrease) Resulting from:
State Income Tax, Net of Federal Income Tax Benefit 855,795 845,506 765,971
Tax Exempt Interest Income ( 142,655) ( 66,787) ( 81,258)
Adjustment to Valuation Allowance ( 791,045) 10,403 22,063
Other Reconciling Items 172,675 42,110 27,115
--------- --------- -------
Provision for Income Taxes $8,124,589 $9,168,217 $8,233,738
========= ========= =========
During prior years, the Company generated net operating losses for
income tax purposes. For Federal income tax, these losses can be
carried back to prior years, when the Company generated taxable
income. For State income tax purposes, the net operating losses can
only be carried forward against future taxable income. The net
operating losses were fully utilized during 2005.
F-18
NOTE 3 INCOME TAXES (CONTINUED)
---------------------------------
The Company's 2002 Federal Income Tax Return was examined by the
Internal Revenue Service ("IRS"). The IRS disallowed the deferral of
gains taken under Internal Revenue Code ("IRC") Section 1031 on three
transactions which took place on lands within the Company's
Development of Regional Impact ("DRI"). The Company appealed the
IRS's position and settled with the IRS by entering into a closing
agreement. The settlement, which affects tax year 2002 and all
subsequent years, relates only to transactions within the Company's
DRI. For tax years after 2002, the settlement provides that as to all
DRI lands, 70% of gains and related income taxes on sales qualifying
for IRC Section 1031 will receive tax deferred treatment. In
accordance with the settlement, approximately $5,000,000 of previously
deferred income taxes were reclassified to income taxes payable.
NOTE 4 NOTES RECEIVABLE
-------------------------
Notes Receivable consisted of the following:
December 31,
-------------------------
2005 2004
-------------------------
MORTGAGE NOTES RECEIVABLE
Various notes with interest rates ranging from 5.00% to
7.00% with payments due from 2005 through 2006.
Collateralized by real estate mortgages held by the Company $ -- $4,385,752
Various Notes with Interest at 0%
Due in 2005 -- 39,500
---------- ----------
Total Notes Receivable $ -- $4,425,252
========== =========
A $1,652,472 mortgage note receivable was delinquent at December 31,
2004. The note was restructured in February 2005, and subsequently
paid in full during 2005. Additionally, a $1,099,322 mortgage note
receivable was delinquent and fully reserved for at December 31, 2004.
The property held as security for the note was taken back by the
Company in February 2005, with the note being extinguished at that
time.
NOTE 5 LAND AND DEVELOPMENT COSTS
-----------------------------------
Land and development costs at December 31, 2005 and 2004, is
summarized as follows:
December 31,
---------------------------
2005 2004
---------------------------
Undeveloped Land $ 1,004,607 $ 1,002,370
Land and Development 8,137,944 8,722,593
Completed Houses -- 97,025
---------- ----------
$ 9,142,551 $ 9,821,988
========== ==========
F-19
NOTE 6 NOTES PAYABLE
------------------------
Notes Payable consisted of the following:
December 31,
--------------------------
2005 2004
--------------------------
MORTGAGE NOTES PAYABLE
Mortgage notes payable are collateralized by real estate
mortgages held by the respective lenders. As of
December 31, 2005 and 2004, mortgage notes payable
consisted of the following:
Payable monthly based on 20-year amortization,
interest floating based on the 30-day LIBOR Market Index
rate plus 1.25%. Principal balance due July 2012 $7,297,593 $ 7,516,976
(See discussion of interest rate swap)
Interest payable quarterly at 10%, principal and outstanding
interest due October 2005 -- 1,200,000
LINE OF CREDIT
A line of credit totaling $10,000,000 at December 31, 2005,
expiring July 2006, with interest at the lower of the
30-day LIBOR Market Index rate plus 1.5% or 1% below
the prime commercial lending rate -- --
---------- ----------
$7,297,593 $ 8,716,976
========== ==========
The required annual principal payments on notes payable are as
follows:
Year Ending December 31, Amount
--------------------------------------------
2006 $ 236,062
2007 254,009
2008 273,321
2009 294,100
2010 and Thereafter (cumulative) 6,240,101
----------
$ 7,297,593
==========
Interest expense was $843,176, $692,470, and $715,774 for 2005, 2004,
and 2003, respectively.
On April 8, 2002, the Company entered into an interest rate swap
agreement to mitigate the interest rate risk on the variable rate debt
of the Company. The Company expects the cash flows related to the
swap to be highly effective in offsetting the changes in the cash
flows of the variable rate debt.
On July 1, 2002, the Company entered into an $8,000,000 long-term
financing arrangement. The new variable rate debt is for a ten-year
term, which has been fixed at a rate of 7.35% through the use of an
interest rate swap and secured by approximately 3,000 acres of the
Company's most westerly lands.
F-20
NOTE 6 NOTES PAYABLE (CONTINUED)
----------------------------------
The change in the fair value of the interest rate swap, from its
inception, has resulted in the recording of an accrued liability in
the amount of $494,945 and $852,773 at December 31, 2005 and 2004,
respectively. The cumulative change in fair value, net of applicable
taxes, in the amount of $304,020 and $523,817 at December 31, 2005 and
2004, respectively, has been recorded as accumulated other
comprehensive loss, a component of shareholders' equity. This
activity represents a non-cash transaction.
In addition, the Company has placed its unsecured $10,000,000
revolving line of credit with the same financing source. There was no
outstanding balance on the line of credit at December 31, 2005. The
line of credit agreement contains restrictive covenants in regards to
debt service coverage ratio and minimum liquidity, both of which have
been met as of and for the periods ended December 31, 2005 and 2004.
The Company is in compliance with all debt covenants as of December
31, 2005 and 2004. The Company had letters of credit outstanding
totaling $352,563 and $947,575 at December 31, 2005 and 2004,
respectively. These letters of credit reserve capacity under the line
of credit and guarantee development work will be completed. The
balance available to borrow on the line of credit was $9,647,437 and
$9,052,425 at December 31, 2005 and 2004, respectively.
F-21
NOTE 7 PENSION PLAN
---------------------
The Company maintains a defined benefit plan for all employees who
have attained the age of 21 and completed one year of service. The
pension benefits are based primarily on years of service and the
average compensation for the highest five years during the final ten
years of employment. The benefit formula generally provides for a
life annuity benefit.
The Company's net periodic pension cost included the following
components:
December 31,
---------------------------------
2005 2004 2003
-------- ------- --------
Service Cost $242,721 $227,953 $192,179
Interest Cost on Projected Benefit Obligation 344,042 309,663 300,656
Actual Return on Plan Assets (137,023) (654,431) (894,153)
Net Amortization (323,631) 223,938 510,320
------- ------- -------
Net Periodic Pension Cost $126,109 $107,123 $109,002
======= ======= =======
The change in projected benefit obligation is as follows:
December 31,
------------------------
2005 2004
------------------------
Benefit Obligation at Beginning of Year $ 5,535,640 $ 5,026,413
Service Cost 242,721 227,953
Interest Cost 344,042 309,663
Actuarial Loss 693,389 288,382
Benefits and Plan Expenses Paid ( 336,628) ( 316,771)
-------- ---------
Benefit Obligation at End of Year $ 6,479,164 $ 5,535,640
========= =========
The change in plan assets is as follows:
Fair Value of Plan Assets at Beginning of Year $ 5,427,236 $ 5,089,576
Actual Return on Plan Assets 137,023 654,431
Employer Contribution -- --
Plan Expenses Paid ( 89,412) ( 85,601)
Benefits Paid ( 247,216) ( 231,170)
-------- ---------
Fair Value of Plan Assets at End of Year $ 5,227,631 $ 5,427,236
========= =========
The accrued pension asset (liability) consists of the following:
Plan (Liability) Assets in Excess of Projected
Benefit Obligation $(1,251,533) $ ( 108,404)
Unrecognized Prior Service Cost 162,221 183,439
Unrecognized Net Loss(Gain) 1,017,113 ( 13,638)
Unrecognized Transition Obligation ( 45,443) ( 52,930)
-------- ---------
Pension(Liability) Asset $( 117,642) $ 8,467
======== =========
F-22
NOTE 7 PENSION PLAN (CONTINUED)
--------------------------------
Accumulated benefits obligation as of December 31, 2005 and 2004, was
$5,618,005 and $5,041,180, respectively.
The actuarial assumptions made to determine the projected benefit
obligation and the fair value of plan assets are as follows:
December 31,
------------
2005 2004
----- -----
Weighted Average Discount Rate 5.75% 6.00%
Weighted Average Asset Rate of Return 9.00% 9.00%
Compensation Scale 5.00% 5.00%
OTHER PENSION PLAN DISCLOSURE INFORMATION
-----------------------------------------
Amortization Periods:
The transition liability (asset) re-established in January 1,
2001 is being amortized in level amounts over 11.07 years.
The excess of the unrecognized (gain) or loss (if any) over the
larger of 10% of the projected benefit obligation or 10% of the
market related value of assets is amortized in level amounts over
11.93 years.
The prior service cost re-established on January 1, 2001 is being
amortized in level amounts over 11.07 years.
The prior service cost established on January 1, 2002 is being
amortized in level amounts over 11.67 years.
Funding Policy:
Periodic employer contributions are made in conformance with minimum
funding requirements and maximum deductible limitations.
Benefit Payments and Other Disbursements:
During the measurement period, disbursements from plan assets were
as follows:
Benefit Payments $247,216
Administrative Expenses 89,412
-------
Total $336,628
=======
Unrecognized (Gain) or Loss:
The unrecognized (gain) or loss determined subsequent to last year's
measurement date is determined as follows:
Liability loss determined from the
January 1, 2005 census and included
this year's net periodic cost: $ 354,673
Loss Due to assumption change effective
as of December 31, 2005: 338,716
Asset loss occurring over the
measurement period: 337,362
----------
Total unrecognized loss: $1,030,751
==========
F-23
NOTE 7 PENSION PLAN (CONTINUED)
--------------------------------
Plan Assets:
The plan's weighted average asset allocations at December 31, 2005
and December 31, 2004 by asset category are as follows:
December 31, 2005 December 31, 2004
----------------- -----------------
Equity Securities 51% 47%
Fixed Income Securities 42% 41%
Cash and Money Market Funds 7% 9%
REIT's -- 3%
--- ---
Total 100% 100%
=== ===
Cash Flows:
Contributions
The Company expects the plan to be substantially fully funded for
2006. As a result, a relatively small contribution is
anticipated during this period.
Estimated Future Benefit Payments
The following benefit payments, which reflect expected future
service as appropriate, are expected to be paid.
2006 $ 268,200
2007 268,200
2008 288,000
2009 294,200
2010 379,300
Years 2011-2015 $3,006,100
The following assumptions have been made regarding estimated
benefit payments:
All currently retired participants survive through 2015.
All currently active participants survive and retire on their
normal retirement dates.
Compensation is assumed to increase at the rate of 5% per year
for active participants to their normal retirement dates.
NOTE 8 POST-RETIREMENT BENEFIT PLANS OTHER THAN PENSIONS
----------------------------------------------------------
The Company sponsors two defined benefit post-retirement plans of
certain health care and life insurance benefits for eligible retired
employees. All full-time employees become eligible to receive life
benefits if they retire after reaching age 55 with 20 or more years of
service, and supplemental medicare benefits if they reach age 65 and
20 years of service. The post-retirement health care plan is
contributory, with retiree contributions adjusted annually; the life
insurance plan is non-contributory up to $5,000 of coverage.
The accounting for the health care plan reflects caps on the amount of
annual benefit to be paid to retirees as stipulated by the plan. The
Company pays for the plan as costs are incurred.
F-24
NOTE 8 POST-RETIREMENT BENEFIT PLANS OTHER THAN PENSIONS (CONTINUED)
----------------------------------------------------------------------
The Company recognizes post-retirement expenses in accordance with
adopted SFAS No. 106, "Employers' Accounting for Post-Retirement
Benefits Other Than Pensions," which requires that expected costs of
post-retirement benefits be charged to expense during the years the
employees render service. The Company elected to amortize the
unfunded obligation measured at adoption of SFAS No. 106 over a period
of 20 years. The effect of this amortization expense recognized for
each of the three years ended December 31, 2005 was $36,000. The
accrued post-retirement benefit cost reflected in the consolidated
balance sheet at December 31, 2005 and 2004 was $95,119 and $99,800,
respectively.
NOTE 9 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.
A summary of the status of the Company's stock options for the three
years ended December 31, 2005 and changes during the years then ended
is as follows:
2005 2004 2003
---------------- ---------------- -----------------
Wtd Avg Wtd Avg Wtd Avg
Shares Ex Price Shares Ex Price Shares Ex Price
------- -------- ------- -------- ------- --------
Outstanding at beginning of year 154,400 $23.74 134,400 $18.86 94,000 $17.31
Granted 55,000 $42.87 58,000 $31.64 58,000 $20.12
Exercised (40,800) $21.54 (38,000) $21.54 (17,600) $14.70
Expired ( 8,000) $24.15 -- -- -- --
------- ------ ------ ------ ------- ------
Outstanding at end of year 160,600 $30.82 154,400 $23.74 134,400 $18.86
======= ====== ======= ====== ======= ======
Exercisable at end of year 4,000 $24.71 2,800 $19.30 10,400 $19.19
======= ====== ====== ====== ======= ======
Weighted average fair value of
options granted during the year $15.08 $11.51 $6.56
======= ====== =======
Stock appreciation rights totaling 55,000, 58,000 and 58,000 were
issued in 2005, 2004, and 2003, respectively. Stock appreciation
rights outstanding at December 31, 2005, 2004, and 2003 were 160,600,
154,400, and 134,400, respectively.
F-25
NOTE 9 STOCK OPTION PLAN (CONTINUED)
-------------------------------------
Of the 160,600 options outstanding at December 31, 2005, 4,000 options
were exercisable and they had a contractual life of 7.76 years.
The Company accounts for stock options using the intrinsic value
method. SFAS No. 123, "Accounting for Stock-Based Compensation,"
provides an alternative method of accounting for stock-based
compensation, which establishes a fair value method of accounting for
employee stock options.
NOTE 10 EARNINGS PER SHARE
---------------------------
Basic earnings per common share were computed by dividing income by
the weighted average number of shares of common stock outstanding
during the year. Diluted earnings per common share were determined
based on the assumption of the conversion of stock options using the
treasury stock method at average market prices for the periods.
2005 2004 2003
--------- --------- ---------
Income Available to Common Shareholders:
Net Income $14,817,750 $14,651,739 $13,194,395
========== ========== ==========
Weighted Average Shares Outstanding 5,662,387 5,635,204 5,619,245
Common Shares Applicable to Stock Options Using
the Treasury Stock Method 82,907 53,969 34,123
---------- ---------- ----------
Total Shares Applicable to Diluted Earnings
Per Share 5,745,294 5,689,173 5,653,368
========== ========== ==========
Earnings Per Share
Basic $2.62 $2.60 $2.35
==== ==== ====
Diluted $2.58 $2.58 $2.33
==== ==== ====
F-26
NOTE 11 COMMITMENTS AND CONTINGENCIES
--------------------------------------
The Company leases, as lessee, certain equipment, land, and
improvements under operating leases.
Minimum future rental payments under non-cancelable operating leases
having remaining terms in excess of one year as of December 31, 2005,
are summarized as follows:
Year Ending December 31, Amounts
----------------------- --------
2006 $ 503,996
2007 439,330
2008 527,619
2009 307,946
2010 266,250
2011 and Thereafter (Cumulative) 5,768,750
---------
$7,813,891
=========
Rental expense under all operating leases amounted to $608,923,
$608,325, and $512,057, for the years ended December 31, 2005, 2004,
and 2003, respectively.
Additionally, the Company, as lessor, leases certain land, buildings,
and improvements under operating leases.
Minimum future rental receipts under non-cancelable operating leases
having remaining terms in excess of one year as of December 31, 2005,
are summarized as follows:
Year Ending December 31, Amounts
----------------------- -----------
2006 $ 7,466,740
2007 7,469,734
2008 7,462,549
2009 7,464,769
2010 7,291,186
2011 and Thereafter (Cumulative) 181,168,923
-----------
$218,323,901
===========
Rental income under all operating leases amounted to $6,662,645,
$4,765,723, and $3,276,062, for the years ended December 31, 2005,
2004, and 2003, respectively.
In conjunction with four real estate transactions which closed in
2005, the Company has obligations totaling $2,293,100 to provide off-
site road and/or utility improvements.
NOTE 12 BUSINESS SEGMENT DATA
-----------------------------------------
The Company primarily operates in three business segments: real
estate, income properties, and golf. Real estate operations include
commercial real estate, land sales and development, residential,
agricultural operations, and leasing properties for oil and mineral
exploration.
The Company evaluates performance based on profit 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.
F-27
NOTE 12 BUSINESS SEGMENT DATA (CONTINUED)
-----------------------------------------
Information about the Company's operations in different segments for
each of the three years ended December 31 is as follows (amounts in
thousands):
2005 2004 2003
--------------------------------------------
Revenues:
Real Estate $ 32,074 $ 32,640 $ 25,496
Income Properties 6,663 4,766 3,276
Golf 4,817 4,579 4,373
General, Corporate, and Other 1,210 1,213 1,746
------ ------ ------
$ 44,764 $ 43,198 $ 34,891
====== ====== ======
Income (Loss):
Real Estate $ 25,581 $ 24,939 $ 22,774
Income Properties 5,441 3,940 2,681
Golf ( 1,293) (1,199) (1,185)
General, Corporate, and Other ( 6,787) (3,860) (2,842)
------ ------ ------
$ 22,942 $ 23,820 $ 21,428
====== ====== ======
Identifiable Assets:
Real Estate $ 15,473 $ 14,446 $ 18,526
Income Properties 93,908 62,167 41,434
Golf 9,308 9,708 10,026
General, Corporate, and Other 24,569 32,900 27,920
------ ------ ------
$143,258 $119,221 $ 97,906
======= ====== ======
Depreciation and Amortization:
Real Estate $ 124 $ 79 $ 114
Income Properties 1,127 785 548
Golf 421 414 410
General, Corporate, and Other 83 66 48
------ ------ ------
$ 1,755 $ 1,344 $ 1,120
====== ====== ======
Capital Expenditures:
Real Estate $ 955 $ 304 $ 29
Income Properties 32,953 20,261 15,478
Golf 37 68 18
General, Corporate, and Other 55 196 65
------ ------ ------
$ 34,000 $ 20,829 $ 15,590
====== ====== ======
Income represents income (loss) from continuing operations before
income taxes. 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, notes receivable and
property, plant and equipment.
F-28
NOTE 13 RELATED PARTIES
-------------------------
William J. Voges, a director of the Company, serves as an
officer and director of the Managing Member of Silver Holly
Development, LLC, and serves or may serve as Trustee or Successor
Trustee to its members. On December 28, 2004, Silver Holly
Development, LLC, purchased 4.57 acres at a purchase price of
$1,073,858 from the Company. This contract contains a provision to
purchase impact fee credits, if needed, from the Company. Impact fee
credits of $67,240 were purchased from the Company on January 6, 2006.
This was a cash sale made at market value and at prevailing market
terms and conditions.
F-29
QUARTERLY FINANCIAL DATA (UNAUDITED)
THREE MONTHS ENDED
March 31, June 30, September 30, December 31,
--------------------- --------------------- -------------------- ----------------------
2005 2004 2005 2004 2005 2004 2005 2004
--------- ---------- --------- ---------- --------- --------- ---------- ----------
$ $ $ $ $ $ $ $
Income:
Real Estate Operations:
Real Estate Sales
Sales and Other
Income 20,187,813 1,037,003 3,066,213 1,951,488 3,735,564 1,949,400 5,083,882 27,702,129
Costs and Other
Expenses (3,624,054) ( 719,157) (1,155,821) ( 813,394) ( 635,538) ( 676,455) (1,076,651) ( 5,491,769)
---------- --------- --------- --------- --------- --------- --------- ---------
16,563,759 317,846 1,910,392 1,138,094 3,100,026 1,272,945 4,007,231 22,210,360
---------- --------- --------- --------- --------- --------- --------- ----------
Income Properties
Leasing Revenues and
Other Income 1,437,255 900,014 1,580,338 1,210,446 1,793,609 1,330,986 1,851,443 1,324,277
Costs and Other
Expenses ( 262,637) ( 172,480) ( 310,626) ( 213,241) ( 314,467) ( 219,327) ( 334,499) ( 221,011)
--------- --------- -------- --------- ------- -------- --------- --------
1,174,618 727,534 1,269,712 997,205 1,479,142 1,111,659 1,516,944 1,103,266
--------- --------- --------- --------- --------- --------- --------- ---------
Golf Operations
Sales and Other
Income 1,457,575 1,391,802 1,269,644 1,232,714 920,836 710,610 1,169,858 1,244,057
Costs and Other
Expenses ( 1,517,549) (1,411,975) (1,552,703) (1,491,551)(1,439,149)(1,303,469) (1,601,211) ( 1,571,276)
--------- --------- --------- --------- --------- -------- --------- ---------
( 59,974) ( 20,173) ( 283,059) ( 258,837) ( 518,313) ( 592,859) ( 431,353) ( 327,219)
--------- --------- --------- --------- --------- -------- --------- ---------
Total Real Estate
Operations 17,678,403 1,025,207 2,897,045 1,876,462 4,060,855 1,791,745 5,092,822 22,986,407
Profit on Sales of
Other Real Estate
Interests 23,000 36,327 214,733 17,225 21,210 38,975 13,350 117,186
Interest and Other
Income 224,350 210,999 244,696 162,328 207,070 164,760 261,863 465,620
---------- --------- --------- --------- --------- --------- --------- ----------
17,925,753 1,272,533 3,356,474 2,056,015 4,289,135 1,995,480 5,368,035 23,569,213
General and
Administrative
Expenses ( 3,138,999) (1,485,212) (3,124,627) (1,262,187) 51,130 ( 814,493) ( 1,784,562)( 1,511,393)
--------- --------- --------- --------- --------- --------- --------- ---------
Income (Loss) Before
Income Taxes 14,786,754 ( 212,679) 231,847 793,828 4,340,265 1,180,987 3,583,473 22,057,820
Income Taxes ( 5,704,321) 81,640 619,279 ( 302,795)(1,651,418)( 448,452) ( 1,388,129)( 8,498,610)
---------- --------- --------- --------- --------- --------- ---------- ---------
Net Income (Loss) 9,082,433 ( 131,039) 851,126 491,033 2,688,847 732,535 2,195,344 13,559,210
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Per Share Information
Basic $1.61 ($0.02) $0.15 $0.08 $0.47 $0.13 $0.39 $2.41
========== ========= ========= ========= ========= ========= ========== =========
Diluted $1.59 ($0.02) $0.14 $0.08 $0.47 $0.13 $0.38 $2.39
========== ========= ========= ========= ========= ========= ========== =========
F-30