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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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, 1995
_____ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ___ to ___
Commission File Number 0-5556
CONSOLIDATED-TOMOKA LAND CO.
(Exact name of registrant as specified in its charter)
FLORIDA 59-0483700
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
149 South Ridgewood Avenue
Daytona Beach, Florida 32114
(Address of principal executive offices) (Zip Code)
Registrant's telephone Number, including area code
(904) 255-7558
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE
SECURITIES EXCHANGE ACT OF 1934:
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 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. X
------
The aggregate market value of the voting stock held by non-affiliates of the
Registrant at March 8, 1996 was approximately $21,441,624.
The number of shares of the Registrant's Common Stock outstanding on
March 8, 1996 was 6,261,272.
Portions of the 1995 Annual Report to Stockholders of Registrant are
incorporated by reference in Part II of this report. Portions of the Proxy
Statement of Registrant dated April 1, 1996 are incorporated by reference in
Part III of this report.
1
PART I
Item 1. Business
- -----------------
The Company is primarily engaged in the citrus industry and, through its
wholly owned subsidiaries, Indigo Group Inc., Indigo Development Inc., and
Indigo Group Ltd., the real estate industry. Real estate operations include
property leasing, commercial real estate, real estate development, leasing
properties for oil and mineral exploration and the sale of forest products.
The Company also operated in the Resort industry until July 14, 1994
when the Resort complex at Indigo Lakes was sold. From time to time, the
Company sells unimproved real estate considered surplus to its operating needs.
This latter function is not considered as part of the Company's ordinary
operations and is included in general corporate and other operations, along
with earnings from temporary investments, in the information below which
separate the business segments.
Revenues of each segment are as follows:
Year Ended December 31,
----------------------------------------
1995 1994 1993
------- ------- ------
(In Thousands)
$ $ $
Citrus Operations 8,819 8,175 10,719
Real Estate Operations 7,743 16,528 15,780
General Corporate and
Other Operations 7,122 4,023 967
------ ------ ------
Combined 23,684 28,726 27,466
====== ====== ======
Operating Income (Loss) for each segment is as follows:
Year Ended December 31,
--------------------------------------
1995 1994 1993
------ ------ ------
(In Thousands)
$ $ $
Citrus Operations 629 86 2,286
Real Estate Operations 2,889 9,637 2,184
General Corporate and
Other Operations 3,602 508 ( 2,657)
------ ------ ------
Combined 7,120 10,231 1,813
====== ====== ======
2
Item 1. Business (continued)
- -----------------------------
Identifiable assets of each segment are as follows:
At December 31,
------------------------------------------
1995 1994 1993
--------- -------- ---------
(In Thousands)
$ $ $
Citrus Operations 17,866 17,349 17,313
Real Estate Operations 35,349 40,813 35,728
General Corporate and
Other Operations 6,478 3,373 5,967
Net Assets of Discontinued Resort
Operations -- -- 6,807
--------- --------- --------
Combined 59,693 61,535 65,815
========= ========= ========
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, temporary investments, notes receivable,
and property, plant, and equipment.
CITRUS
- ------
Citrus groves. The Company, under the name Lake Placid Groves, owns and
operates approximately 4,300 acres of orange and grapefruit groves located
primarily in three large parcels in Highlands County, Florida. The average age
of grove trees is 15 years, well within the average 45-year productive life.
At December 31, 1995, about 3,400 acres were classified as fruit bearing.
The balance of the acreage has been planted substantially with young trees as
part of the grove renovation discussed below. These groves will become fruit
bearing over the next two years. All groves require expenditures chargeable to
production expenses, such as fertilizer, irrigation, and cultivation.
In late 1988, the Company began a grove development project on 1,600 acres
east of U. S. Highway 27, fronting on State Road 70, south of Lake Placid.
This project, which included the installation of deep wells and low pressure
micro-jet irrigation systems, was completed in mid-1992. Initial development
work was started on approximately 400 acres of grove in 1989 with 400
additional acres developed in each of the three following years. The land,
which is about one mile from the Company's fresh fruit packing plant, is high
and dry and well suited for growing citrus. The 1992-93 crop year was the
first year any significant fruit was harvested from these groves.
Citrus operations. The Company harvests and sells both fresh and
to-be-processed citrus from its bearing groves. In connection with the groves,
the Company owns and operates an efficient fresh fruit citrus packing plant,
placed in service during the fall of 1969, in which the portion of the crop
which is sold as fresh fruit is packed. Fresh fruit sales are made by
the Company to wholesale produce distributors and retail grocery chains
primarily in the Eastern and Midwestern regions of the United States and
Canada. In an effort to achieve optimum utilization of the packing facility,
the Company also handles the fruit of other growers in the area.
3
Item 1. Business (continued)
- -----------------------------
The Company has an agreement in place with Turner Foods, Inc. whereby the
Company processes the portion of Turner's crop being sold on the fresh market
through the Company's packing house. Turner also pays the Company for delivery
of the fruit. The obligations under the agreements can be terminated by either
party on August 31 of each year upon thirty days written notice. The amounts
received by the Company for such services for the years ended 1995, 1994 and
1993 amounted to $449,605, $699,423, and $329,605, respectively.
That portion of the Company's citrus crop which is not sold as fresh fruit
is processed by Citrus World Inc., an agricultural cooperative under
a participating marketing pool agreement. The agreement is a two year
arrangement which the Company may terminate on October 1 of the second year
by giving written notice sixty days prior to such date. Citrus World, one
of the larger processors of citrus products in the United States, pools its own
fruit with the fruit purchased from the Company and other citrus growers,
processes the pooled fruit, and sells the products produced therefrom. Each
participant in the pool, including Citrus World, shares ratably in the proceeds
from the sales of these products, net of Citrus World's actual processing
and marketing costs, plus a per-unit handling fee. Citrus World makes periodic
payments to all participants on their pro-rata share of net sales proceeds and
makes final payment after all the products in the pool have been sold. During
the years 1995, 1994, and 1993, the Company's sales under the above pooling
agreement amounted to $2,912,415, $2,993,457, and $4,086,996, respectively.
The percentages of the Company's citrus which are sold as fresh fruit and
which are diverted to the processing plant can vary considerably from year to
year, depending upon fruit size, exterior appearance, and the relative
profitability of the markets. During the crop year ended August 31, 1995,
approximately 38% of the Company's citrus crop was sold as fresh fruit and the
balance was diverted to the cannery, as compared with 43% in the crop year
ended August 31, 1994 and 45% the crop year ended August 31, 1993.
The citrus industry, which is seasonal in nature as are other agricultural
pursuits, is subject to wide fluctuations in income because of changes in
demand, weather conditions, and other economic factors. Also affecting income
are the amounts of frozen concentrate orange juice from Brazil which can
maintain high supply levels and tend to lower selling prices. The Company's
sales of fresh citrus fruit can be affected adversely by marketing orders
issued by the United States Department of Agriculture under the Agricultural
Marketing Agreement Act, which can result in periodic proration, controlled by
grade and size, of interstate shipment of Florida oranges and grapefruit.
Also, tariffs established by the International Tariff Commission and
approved by Congress can impact the cost of importing citrus products and thus
affect the supply and selling prices of processed citrus. The North American
Free Trade Agreement, which was passed in 1994, may also have an effect on
future fruit prices as it is phased in.
RESORT OPERATIONS
- -----------------
During 1994, the Company sold its resort operation known as the Indigo
Lakes Holiday Inn Crowne Plaza Resort located on U. S. Highway 92 in Daytona
Beach, Florida. The Resort had been under a management contract with
Sandcastle Resorts since August 17, 1990. A group associated with Sandcastle
Resorts formed a partnership named Indigo Lakes Resort, Ltd. and purchased the
145-unit inn, 8 separate buildings housing 64 condominium-style units, tennis
courts and pro shop, a conference center, several small meeting rooms,
two swimming pools, and other properties related to those facilities. The
18-hole championship golf course, fully equipped golf pro shop, restaurant and
cocktail lounge, and a 500-seat banquet and meeting room facility, were sold to
The Fairways Group, L.P.
4
Item 1. Business (continued)
- ------------------------------
On January 4, 1992, the Company had assumed a leasehold interest in a
21,000-square-foot restaurant located adjacent to the Indigo Lakes Holiday Inn
Crowne Plaza Resort. The Resort's food and beverage division operated the
building as a restaurant and lounge for a portion of the period from time of
lease until April of 1993, after which it stood empty until the lease with
the Company was terminated in 1994.
The Company owned and operated a 143-unit motel at the intersection of
interstate Highway 95 and U.S. Highway 92 in Daytona Beach, Florida, under a
License Agreement with Howard Johnson Motor Lodge Inc. until it was sold August
of 1991.
REAL ESTATE OPERATIONS
- ----------------------
Commercial Development. In August of 1989, the Company reached an
agreement in principle with the Ladies Professional Golf Association ("LPGA")
and the City of Daytona Beach, which calls for the planning and development of
a site for the national headquarters of the LPGA along with two championship
golf courses. The mixed-use development will also include a clubhouse, resort
facilities, residential communities along with other commercial uses. This
development is on approximately 3,800 acres of land in Daytona Beach owned by
the Company's real estate development subsidiary, Indigo Development Inc.
("IDI"), plus 500 acres owned by the City of Daytona Beach immediately west of
Interstate 95. The LPGA has successfully relocated its headquarters to Daytona
Beach and currently occupies rental offices owned by IDI, while their new
facilities are under construction. The official opening of the LPGA
International golf course occurred in July 1994. In December 1994, the first
sale within the development was completed with the closing of 60 acres of
residential land located in the northern section of the property. During 1995,
the first residential units within the community were completed with several
additional units under construction, contract or reservation. In early
1996, the Interstate 95 interchange at LPGA Boulevard, which is the north and
main entrance to the project, was opened for use. The second golf course,
which is located in the southern half of the LPGA project, is in the early
stage of development as land clearing has commenced. The clubhouse and resort
facilities are in the design phase with construction projected to begin by mid
to late 1996. The Company will donate the land for the second golf course to
the City of Daytona Beach and will sell the land for the clubhouse and resort
facilities to a third party entity which will manage and operate the golf
course and resort facilities.
Indigo Commercial Realty, a commercial real estate brokerage company
formed in 1991, is the Company's agent in the marketing and management of
commercial properties. In addition to the LPGA development, approximately 105
acres of fully developed sites, owned by Indigo Group Inc. and Indigo Group
Ltd. ("IG LTD") were available for sale at December 31, 1995. All development
and improvement costs have been completed at these sites. All of these
commercial sites are located in the Daytona Beach area.
Residential. Until December 1993, the Company, through IG LTD, operated
in residential development, building and sales businesses. At the end of 1993
IG LTD closed down the development and building functions. IG LTD continues
to sell its remaining lot inventory in the following communities:
Riverwood Plantation, a 180-acre community in Port Orange, Florida with
79 lots remaining at December 31, 1995.
Indigo Lakes, a 200-acre development located in Daytona Beach with 6 lots
remaining at December 31, 1995. This community also includes a 304 unit
apartment complex constructed in 1989 by a joint venture between IG LTD and the
Trammel Crow Company. The apartment complex was sold to the mortgage holder in
1994.
5
Item 1. Business - continued
- -----------------------------
Tomoka Heights, a 180-acre development adjacent to Lake Henry in
Highlands County, Florida. There are approximately 160 developable lots
remaining to be sold. The sales and construction operations are performed by
third parties as of January 1994.
IG LTD was the developer and builder in three additional communities in
Volusia County:
Dunlawton Hills, a 320-unit community comprised of sixty acres in Port
Orange, Florida which was sold out in 1991.
St. Andrews Highlands at Pelican Bay, a 166 unit golf course community
on 34 acres in Daytona Beach, Florida which was sold out in 1991.
Woodlake, a community on 62 acres in Port Orange, Florida containing 185
units which sold out in 1993.
IG LTD also provided shelter housing contract services to homesite owners
in Palm Coast in Flagler County, approximately twenty-five miles north of
Daytona Beach, Florida. The sales and administrative offices at Palm Coast
were consolidated with Daytona Beach facilities in 1991 due to the weak economy
and extremely competitive market, effectively eliminating the construction
services in Palm Coast. IG LTD had an inventory of forty-six fully developed
non-contiguous lots in Palm Coast at December 31, 1995.
Income Properties - Volusia County. On December 31, 1986, the Company
acquired a two-building office complex in downtown Daytona Beach. The larger
building, known as Consolidated Center, is a modern steel and glass,
seven-story, 47,000-square-foot office building constructed in 1985.
The Company moved its corporate headquarters to the building in January 1988.
The remaining space is under lease to other tenants. The smaller building at
17,000 square feet is subject to an existing lease/purchase agreement and is
considered a direct financing lease by the Company.
In March 1984, the Company acquired a 24,000-square-foot office building
of masonry construction in Daytona Beach. As of December 31, 1995, all
space was fully leased, with the LPGA as the principal tenant. The remaining
space is occupied by a physician specializing in rehabilitative practices.
The 11,000-square-foot office building previously used as the Company's
administrative offices in Daytona Beach and subsequently leased to 3rd parties
was sold in December 1992.
A 10,800-square-foot office building in Daytona Beach constructed in 1989
was leased to a major insurance company until sold in 1992.
A restaurant and lounge building located adjacent to the Howard Johnson
motel facility described under "Business - Resort Operations" was formerly
leased. This property was sold with the Howard Johnson Motor Lodge in 1991.
Two service stations located near the interchange of Interstate Highway
95 and U. S. Highway 92, which pass through the Daytona Beach area lands owned
by the Company, were leased to major oil companies until sold in December 1992.
A third service station, located at the interchange of Interstate 95 and State
Road 40, was leased to a major oil company through December 31, 1991, at which
time it was sold.
6
Item 1. - Business - continued
- ------------------------------
During 1978 and early 1979, the Company constructed a commercial building
at the intersection of Interstate 95 and State Road 40. Previously this
facility was operated as a gift and fruit shop. This building was sold in
December 1993.
Income Properties - Highlands County. The Company leased a
50,000-square-foot building, located in Sebring, Florida, to Scotty's Home
Builder's Supply, Inc until sold in early 1993. Two other buildings formerly
vacant were leased up with occupancy in early 1992: A 12,000-square-foot
facility was leased for a ten-year term with an option to purchase, and sold in
1993. A second 10,500-square-foot building, formerly the Company's
administrative office, was leased for a three-year term. This 10,500-square-
foot building was sold in December of 1992.
Sunshine Newspaper, Inc. leased from the Company a 7,000-square-foot
building located near Lake Placid, in which it operated a printing plant until
the building was sold to them in 1993.
Other Income Properties. The Company owns several commercial rental
properties throughout Florida. The Mariner Village Shopping Center is a
70,000-square-foot neighborhood center located in Spring Hill, Florida.
Mariner's anchor tenants are a Winn Dixie grocery store and Eckerd drug store.
The Winn Dixie grocery store expanded its store by 10,500 square feet during
1995. This property was 93% occupied at year end 1995. Mariner Towne Square,
an adjacent 18,000 square foot facility, was sold during 1995. Forest Center
is a 72,000-square-foot neighborhood shopping center located east of Ocala,
Florida. This facility was 95% leased at December 31, 1995 and has a Winn
Dixie grocery store, Eckerd drug store and Family Dollar department stores as
its anchor tenants. During 1993, Winn Dixie expanded its leased space by
10,500-square-feet at the Forest Center location. Another developed commercial
property is a 24,000-square-foot office building at Palm Coast. This property
was 98% leased at December 31, 1995.
Forest product sales. 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 such as experienced in early 1985 and throughout 1990
sharply increase the potential of forest fires.
The timber lands encompass approximately 24,000 acres west of Daytona
Beach. Forest product sales during the next few years are projected to exceed
expenses which are primarily real estate taxes. Additional expenses include
the costs of installing roads and drainage systems, reforestation, and wild
fire suppression.
Subsurface Interests. The Company owns full or fractional subsurface
oil, gas, and mineral interests in approximately 550,700 "surface" acres of
land owned by others in various parts of Florida, equivalent to approximately
305,000 acres in terms of full interest. The Company leases its interests to
mineral exploration firms whenever possible.
At December 31, 1995, mineral leases were in effect covering a total of
12,616 surface acres. Although the leases are for five- to ten-year terms,
they are terminable annually by the lessees; and the lessees have no obligation
to conduct drilling operations. Leases on 3,360 acres have reached maturity
but are held by the oil companies without annual rental payments because of
producing oil wells, on which the Company receives royalties.
7
Item 1. - Business - continued
- -------------------------------
The purchasers of 82,543 surface acres in which the Company has a one-half
reserved mineral interest are entitled to releases of the Company's rights if
such releases are required for residential or business development.
Consideration for such releases on 73,117 of those acres would be at the rate
of $2.50 per surface acre. On other acres the Company's current policy is
to grant no releases of its reserved mineral rights. In rare instances, a
release of surface entry rights might be granted upon request of a surface
owner who requires such a release for special financing or development
purposes.
At December 31, 1995, there were four producing oil wells on the Company's
interests. During 1995 no new wells were brought into production. Volume in
1995 was 117,831 barrels and volume in 1994 was 141,488 barrels. Production
for prior recent years was: 1993 - 111,739 barrels, 1992 - 130,693
barrels, and 1991 - 125,995 barrels.
GENERAL, CORPORATE AND OTHER OPERATIONS
_______________________________________
Real estate held and land transactions. More than 90% of the Company's
lands have been owned by the Company or its affiliates for more than fifty
years. A few tracts have been acquired in recent years to provide better
access to lands already owned. To date the Company has not been in the
business of acquiring and holding real estate for sale. Instead, portions
of the Company's lands are put to their best economic use. Unsolicited sales
are made of parcels which do not appear to offer opportunities for use in the
foreseeable future.
Land development beyond that discussed in "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.
No major sales of undeveloped lands are under consideration at this time.
Employees. The Company has approximately 150 employees, including
approximately 81 seasonal employees in citrus operations. During the citrus
harvesting season, these seasonal employees are hired to pack and handle the
citrus crop. No employees are represented by unions. The Company considers
its employee relations to be satisfactory.
8
Item 2. Properties
- --------------------
Information concerning the Company's properties is included on pages
2-4 of the Company's 1995 Annual Report to Shareholders (the "Annual Report")
under the captions "Land Holdings", "Citrus", "Conference Center and Resort"
and "Real Estate Operations" and is incorporated herein by reference. Except
for parts of the Annual Report expressly incorporated herein by reference,
the annual report is not to be deemed filed with the Securities and Exchange
Commission.
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, 1995.
9
PART II
Item 5. Market for the Registrant's Common Stock and Related Shareholder Matters
- ------- ------------------------------------------------------------------------
Information concerning the Company's common stock and dividends is
included on page 28 of the Annual Report under the caption "Common Stock Prices
and Dividends" and page 4 under the caption "Five-Year Financial Highlights"
and such discussion is incorporated herein by reference.
Item 6. Selected Financial Data
- ------- -----------------------
Five-year financial statement data is included on page 4 of the Annual
Report under the caption "Five-Year Financial Highlights" and such information
is incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and
- ------- ---------------------------------------------------------------
Results of Operations
----------------------
Management's Discussion and Analysis of Financial Condition and Results
of Operations is included on pages 25 through 27 of the Annual Report, under
the captions "Management's Discussion and Analysis," and "Financial Position"
and such discussion is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
- ------- -------------------------------------------
Financial Statements
--------------------
Financial statements incorporated by reference in this report are listed
at Part IV, Item 14 (a), "Financial Statements".
Item 9. Disagreements on Accounting and Financial Disclosures
- ------- -----------------------------------------------------
There were no disagreements with accountants on accounting and financial
disclosures during the two years ended December 31, 1995.
10
PART III
The information required by Items 10, 11, 12, and 13 is incorporated
herein by reference to the registrant's 1995 annual meeting proxy statement
pursuant to Instruction G to Form 10-K. On March 25, 1996, the registrant
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 1995 annual meeting of shareholders at which directors
will be elected for the ensuing year.
Executive Officers of the Registrant
------------------------------------
The executive officers of the registrant, their ages at January 31, 1996,
their business experience during the past five years, and the year first
elected as an executive officer of the Company are as follows:
Bob D. Allen, 61, president and chief executive officer, March 1990 to
present
Bruce W. Teeters, 50, senior vice president-finance and treasurer, January
1988 to present
Both of the above are elected annually as provided in the By-Laws.
11
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
- -------- ---------------------------------------------------------------
(a.) 1. Financial Statements
---------------------
The Company's 1993, 1994, and 1995 financial statements, together with
the reports of Arthur Andersen LLP, dated February 8, 1996, and Rex Meighen &
Company, dated February 10, 1994, appearing on pages 5 to 23 of the
accompanying 1995 Annual Report to Shareholders are incorporated by reference
in this Form 10-K Annual Report. The following is a list of such financial
statements with references to the pages of the 1995 Annual Report to
Shareholders on which they may be found:
Annual Report
Page No.
--------------
Report of Independent Certified Public Accountants 5
Consolidated Statements of Operations and Retained Earnings
for the three years ended December 31, 1995 6
Consolidated Balance Sheets as of December 31, 1994 and 1995 7
Consolidated Statements of Cash Flows for the three
years ended December 31, 1995 8-9
Notes to Consolidated Financial Statements 10-23
With the exception of (i) the aforementioned financial statements and
(ii) the information incorporated under Items 2, 5, 6, and 7, the 1995 Annual
Report to Shareholders is not to be deemed filed as part of this report.
(a.) 2. Other Schedules
---------------
Other Schedules are omitted because of the absence of conditions under
which they are required or because the required information is given in the
financial statements or notes thereto.
12
Item 14. Exhibits, Financial Statements Schedules and Reports on Form 8-K
(continued)
(a) 3. Exhibits
(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) Marketing Agreement executed on September 1, 1994 between
Citrus World, Inc. and Consolidated-Tomoka Land Co. filed
with the Registrant's annual report on Form 10-k for the
year ended December 31, 1994 and incorporated by this
reference.
(10.2) Amendment No. 1 to Marketing Agreement executed on September
21, 1995 between Citrus World, Inc. and Consolidated-Tomoka
Land Co.
(10.3) Packing House Agreement executed on September 26, 1995
between Turner Foods Corporation and Consolidated-Tomoka
Land Co.
(10.4) The Consolidated-Tomoka Land Co. Unfunded Deferred
Compensation Plan executed June 1, 1981 filed with the
registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1981 and incorporated by this reference.
(10.5) 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.
(10.6) The Consolidated-Tomoka Land Co. Stock Option Plan effective
April 26, 1990 filed with the registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1990 and
incorporated by this reference.
(11) Statement regarding Computation of Per Share Earnings.
(13) 1995 Annual Report to Shareholders. (With the exception of
the information incorporated under Items 2, 4, 5, 6, and 7
the 1995 Annual Report to Shareholders is not deemed to be
filed as part of this report.)
(21) Subsidiaries of the Registrant
13
Item 14. Exhibits, Financial Statements schedules and Reports on Form 8-K
(continued)
(23.1) Consent of Rex Meighen & Company
(23.2) Consent of Arthur Andersen LLP
(27) Financial Data Schedule
(b) Reports on Form 8-K
No reports were filed on Form 8-K during the fourth quarter of
the year ended December 31, 1995.
14
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)
3/25/96 By: /s/ Bob D. Allen
-----------------------
Bob D. Allen, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1934, this report
is signed below by the following persons on behalf of the Registrant in the
capacities and on the dates indicated.
3/25/96 Chairman of the Board and Director By: /s/ David D. Peterson
---------------------
David D. Peterson
3/25/96 President, Chief Executive
Officer (Principal Executive
Officer), and Director By: /s/ Bob D. Allen
------------------
Bob D. Allen
3/25/96 Senior Vice President-Finance
Treasurer (Principal Financial
and Accounting Officer), and By: /s/ Bruce W. Teeters
Director ---------------------
Bruce W. Teeters
3/25/96 Director By: /s/ John C. Adams, Jr.
----------------------
John C. Adams, Jr.
3/25/96 Director By: /s/ Robert F. Lloyd
-----------------------
Robert F. Lloyd
15
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) Marketing Agreement executed September 1, 1994 between Citrus *
World, Inc. and Consolidated-Tomoka Land Co. filed with
the registrant's annual report on Form 10-K for the year
ended December 31, 1994 and incorporated by this reference.
(10.2) Amendment No. 1 to Marketing Agreement dated September 21,
1995 between Citrus World, Inc. and Consolidated-Tomoka
Land Co. 16
(10.3) Packing House Agreement executed September 26, 1995 between
Turner Food Corporation and Consolidated-Tomoka Land Co. 18
(10.4) The Consolidated-Tomoka Land Co. Unfunded Deferred Compensation
Plan executed June 1, 1981 filed with the registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1981 and
incorporated by this reference. *
(10.5) 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. *
(10.6) The Consolidated-Tomoka Land Co. Stock Option Plan effective
April 26, 1990 filed with the registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1990 and incorporated
by this reference. *
(11) Statement regarding Computation of Per Share Earnings. 21
(13) 1995 Annual Report to Shareholders 22
(21) Subsidiaries of the Registrant 54
(23.1) Consent of Rex Meighen & Company 55
(23.2) Consent of Arthur Andersen LLP 56
(27) Financial Data Schedule 57
* - Incorporated by Reference
16
EXHIBIT 10.2
CITRUS WORLD, INC.
AMENDMENT NO. 1 TO MARKETING AGREEMENT
THIS AMENDMENT AGREEMENT made this 21st day of September 1995 by and
between CITRUS WORLD, INC., a cooperative association organized under the laws
of Florida hereinafter "Citrus World") and Consolidated-Tomoka Land Co. of Lake
Placid, Florida, (hereinafter "Member")
WITNESSETH
WHEREAS heretofore on or about September 1, 1994 Citrus World and Member
entered into a certain Marketing Agreement respecting the processing and
marketing of citrus fruit upon specified terms and conditions as therein
provided (hereinafter the "Marketing Agreement"); and
WHEREAS the parties now desire to amend said Marketing Agreement in the
manner provided below;
NOW THEREFORE for and in consideration of the premises and of the
agreements, covenants and conditions hereinafter set forth the parties
agree as follows:
A. Paragraph 1(f) of the Marketing Agreement, being the definition of
"Limited Fruit" shall be amended to read as follows:
(f) "Limited Fruit" shall mean all citrus fruit from Member the quantity
of which has been set, in terms of a specified number of boxes, by Citrus
World's Board of Directors less an allowance, not to exceed five percent (5%)
of said total quantity of fruit as fixed by the Board, to accommodate Member's
fresh fruit operations. Fruit comprising said 5% allowance may be of any
variety regardless of the restrictions on changes in the quantity and variety
of fruit as contained in paragraph 3 of this Agreement, and may be packed in
any packing house provided that all eliminations derived from such packing
operation (or equivalent quantity and variety) shall be delivered to Citrus
World.
B. Paragraph 1(g) of the Marketing Agreement, beginning the definition
of "Grove Property" shall be amended by deleting the date "September 1,
1995" as it appears at the end of the second last sentence thereof and
replacing it with the date "September 1, 1998."
C. Paragraph 11 of the Marketing Agreement, Replacement of Grove
Property shall be amended by adding the following as new subparagraph (f):
(f) no replacement shall be allowed where the reduction in Member's
designated Grove Property (i) consists of property located within any of the
three grove developments known as Cooperative Producers Inc., Ranch One, Inc.,
and Cooperative Three, Inc.; AND (ii) the restrictive covenants and/or
contractual arrangements remain in effect whereby the marketing of fruit grown
on such property is restricted.
Said Paragraph 11 shall also be amended by moving the word "and" from the end
of subparagraph (d) to the end of subparagraph (e) with appropriate punctuation
changes.
D. Paragraph 14 of the Marketing Agreement, Increase in Grove Property
Acreage or Amount of Fruit, shall be amended by changing the heading thereof to
read "Increase or Decrease in Grove Property Acreage or Amount of Fruit"; also
by changing subparagraph (b) to read as follows:
(b) The quantity of Grove Property listed by Member pursuant to paragraph
3 may be increased or decreased whenever such change is to consist solely of
grove properties located within any of the three grove developments known as
Cooperative Producers, Inc.; Ranch One, Inc.; and Cooperative Three, Inc.;
provided that such right shall terminate whenever the restrictive covenants
and/or contractual arrangements currently applicable to such properties
restricting the marketing of fruit grown thereon expire or terminate.
17
E. All of the amendments to the Marketing Agreement set forth herein
shall be effective September 1, 1995 and except as herein amended, the
Marketing Agreement shall continue in full force and effect.
IN WITNESS WHEREOF the parties have executed this Amendment as of the day
and year first above written by their officers thereunto duly authorized.
CITRUS WORLD INC. MEMBER
CONSOLIDATED-TOMOKA LAND CO.
By: /s/ F. M Hunt By: /s/ Hugh J. Veley
---------------- -------------------
Title: President Title: V. P. - Citrus
18
EXHIBIT 10.3
PACKING HOUSE AGREEMENT
THIS AGREEMENT, made and entered into the 26th day of September, 1995, by
and between TURNER FOODS CORPORATION, a Florida corporation, 25450 Airport
Road, Punta Gorda, Florida 33950 (herein referred to as "TFC") and
CONSOLIDATED-TOMOKA LAND CO., Post Office Box 1005, Lake Placid, Florida 33852
(hereinafter referred to as "CONSOLIDATED").
WITNESSETH
WHEREAS, CONSOLIDATED is the owner and operator of a fresh citrus fruit packing
house located near Lake Placid, Florida (hereinafter referred to as the
"packing house"), and
WHEREAS, TFC is the owner of citrus groves located in Highlands, Collier,
Hendry and DeSoto Counties, Florida, known as the 'HICKORY, HIGHLAND, GATOR
SLOUGH, and DESOTO CITRUS GROVES", and
WHEREAS, the parties desire that a portion of the citrus fruit raised on said
TFC CITRUS GROVES which is suitable for packing as fresh fruit shall be run
through CONSOLIDATED's packing house, pursuant to the terms and conditions
hereinafter set forth:
1.0 Committed Fruit: TFC agrees to deliver and CONSOLIDATED agrees to
receive at its packing house the following estimated quantities providing that
previous commitments can be met:
Variety Estimated Quantity
------------------ -----------------------
Robinson Tangerine 15,000
Hamlin Orange As mutually agreed upon
Pineapple Orange As mutually agreed upon
Orlando Tangelo 50,000
Temple 50,000
Murcott Tangerine 25,000
Valencia as mutually agreed upon
The above volumes are subject to market conditions, TFC and CONSOLIDATED have
the right to add varieties or volumes, or to delete varieties or volumes, if
acceptable to both parties.
2.0 Pools: All fruit from TFC run through CONSOLIDATED's packing house will
be pooled with other fruit of like grade and quality from CONSOLIDATED or from
other growers.
2.1 Pool Periods: All fruit harvested will be accounted for in a seasonal
pool period by variety. The seasonal pool period is further defined as August
through June or upon completion of final harvest of fruit covered by this
Agreement.
2.2 Pack-out: CONSOLIDATED shall account for all fruit, received by its
packing house from HICKORY, HIGHLAND, GATOR SLOUGH, or DESOTO CITRUS GROVES
separately and on a daily basis by standard box (hereinafter defined and shall
transmit DAILY to TFC (c/o Jim Snively; FAX No. 941-465-6837) a report of
all pack-out data for such fruit. "Pack-Out Data" shall be deemed to mean
listing by variety and by grade of (i) all fruit that meets fresh fruit
standards and (ii) all fruit that is eliminated.
3.0 Packing and Selling Costs: Packing and selling costs are based on a
packed 1-3/5 bu. carton.
3.1 Packing Costs: Packing and costs based on a packed 1-3/5 bu. box:
Packed In 4/5 Bu 2/5 Bu #4 #5 Bulk Bins
Carton Carton Bagmasters Bagmasters Wood
------ ------ ---------- ---------- ---------
Oranges $5.40 $7.00 $6.90 $6.80 $1.50
Temples $5.40 $7.00 $6.90 $6.80 $1.50
Tangelos $5.40 $7.00 $6.90 $6.80 $1.50
Tangerines $6.90 N/A N/A N/A $1.50
Tangerines 3# Bags-- $8.30
19
3.2 Selling Costs: $0.30 per packed or bulk standard box.
3.3 Handling Costs: $0.20 per packed or bulk standard box.
3.4 Elimination Haul: Hauling: Per weight box (90 lbs. for Oranges, Temples
and Tangelos; 95 lbs. for Tangerines).
Elimination Haul Rates:
Temple
Tangelo
Destination Orange Tangerine
----------- --------- ---------
Silver Springs, Winter Garden $0.50/box $0.60/box
SunPac, Winter Haven $0.42/box $0.52/box
Coke, Auburndale $0.45/box $0.55/box
Tropicana, Bradenton $0.45/box $0.55/box
Tropicana, Fort Pierce $0.45/box $0.55/box
Cargill, Frostproof $0.35/box $0.45/box
LaBelle $0.35/box $0.45/box
Orange Co., Bartow $0.42/box $0.52/box
3.5 Elimination Charges: $0.25 for Orange, Temples, Tangelos: $0.40 for
Tangerines.
3.6 Industry Assessments: As set by the industry groups and is to be
deducted from Fruit Proceeds of TFC and paid by CONSOLIDATED. Rates to
be determined and added as an addendum.
4.0 Haul Charges from Grove to Packing House: CONSOLIDATED agrees to haul
all fruit from HICKORY CITRUS GROVE for $0.16 per box, from HIGHLANDS and GATOR
SLOUGH CITRUS GROVES for $0.40 per box, and from DESOTO CITRUS GROVE for $0.20
per box, to be deducted from Fruit Proceeds of the participation plan.
5.0 Pick and Roadside Charges: Pick and roadside charges will be negotiated
with an independent contractor approved by TFC. TFC will pay for all pick and
roadside charges direct to harvester. CONSOLIDATED agrees to advance TFC $1.25
per box weekly for fruit delivered to packing house.
6.0 Elimination Fruit: Packing house eliminations will be sold directly to
a processing plant of TFC's choice under a separate contract agreement.
Proceeds from sale of elimination fruit will go directly to TFC. TFC will
furnish TFC Trip Ticket books, one for each grove, for a CONSOLIDATED
representative to write for each load of eliminations delivered for TFC's
account. CONSOLIDATED will mail, daily, copies of TFC Trip Tickets to the
Punta Gorda address above. All TFC Trip ticket books used or unused should be
returned to the grove location by the end of the current season.
7.0 Terms of Payment: Within 30 days following the close of each month
during each Florida Citrus season, CONSOLIDATED will pay to TFC 75% of the
anticipated pool returns, less the harvesting advance and other charges listed
in paragraphs 3.0, 4.0, and 5.0, due TFC arising from all fruit picked and
sold during each month.
The remaining balance due from such pool returns will be paid by CONSOLIDATED
to TFC within 75 days after the final close of each pool.
Each TFC Grove should be accounted for separately, with separate statements.
Each statement should tie to TFC Trip Ticket numbers, which can be sorted by
ticket prefix numbers (grove identification number). All payment checks and
statements should be sent to Turner Foods Corporation, 25450 Airport Road,
Punta Gorda, FL 33950.
8.0 Estimated Returns: CONSOLIDATED will provide estimated returns and
payment dates as requested throughout the season. TFC understands the
estimates may vary considerably from actual final returns depending upon many
variables. CONSOLIDATED will report the average FOB selling price for each
carton size on a weekly basis (to be faxed to Jim Snively at 941-465-6837).
9.0 Standard Box: For the purposes of this Agreement, "standard box"
means Florida standard weight boxes as follows: Oranges - 90 pounds;
Grapefruit - 85 pounds; Tangerines - 95 pounds.
10.0 Delivery Schedule: Delivery schedules shall enable TFC to harvest in a
timely fashion so as to enhance marketability and to avoid loss from premature
harvest or excess loss due to over maturity. Delivery schedules shall be
coordinated with CONSOLIDATED and TFC site representatives
20
11.0 Right of Entry: TFC reserves the right for its agents or designees to
enter CONSOLIDATED's packing house as it may elect for the purpose of
inspecting the work. CONSOLIDATED reserves the right for its agents or
designees to enter TFC's groves for inspection and harvest of the fruit under
contract.
12.0 Records and Accounts: CONSOLIDATED shall keep and maintain such records
and accounts in connection with the performance of the Contract, as shall
permit CONSOLIDATED to furnish TFC an accurate written allocation of the total
amount paid for performance of the Contract to the various elements of the
Contract. CONSOLIDATED shall retain such records and accounts for a period
not less than five (5) years and shall make records available to TFC for
inspection and copying, where records are kept, during reasonable business
hours and upon seven (7) days' written request.
13.0 Term of Contract: This contract shall commence upon full execution of
this Contract and shall remain in force through the 1995-1996 season.
14.0 Complete Agreement and Non-Waiver: This Contract is intended to be final
and complete, and exclusive statements of the terms of the Agreement between
the parties. The parties agree that parol or extrinsic evidence may not be
used to vary or contradict the express terms of this Contract. Except as
specifically provided herein, this contract shall not be amended or modified,
and no waiver of any provision hereof shall be effective, unless set forth in
a written instrument authorized and executed with the same formality as this
contract.
15.0 Binding Effect: This Agreement shall be binding upon and inure to the
benefit of the parties successors and assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement this 26th day of
September, 1995.
TURNER FOODS CORPORATION
/s/ James A. Snively By: /s/ Chet Townsend
- ------------------------ ---------------------
Witness Chet Townsend
Vice President, Marketing & Sales
CONSOLIDATED-TOMOKA LAND CO.
/s/ Linda Doyle By: /s/ Hugh J. Veley
- -------------------------- ---------------------
Witness Vice President-Citrus
/s/ Betty Caudill
_______________________
Witness
21
EXHIBIT 11
CONSOLIDATED-TOMOKA LAND CO. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER COMMON SHARE
For the Year Ended December 31,
1995 1994 1993
--------- --------- ----------
PRIMARY EARNINGS (IN THOUSANDS)
INCOME FROM CONTINUED OPERATIONS 4,420,007 6,490,401 1,215,984
LOSS FROM DISCONTINUED RESORT
OPERATIONS (NET OF TAX) -- (135,611) (759,284)
CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING FOR INCOME TAXES -- -- 329,442
--------- --------- ---------
NET INCOME APPLICABLE TO
COMMON STOCK 4,420,007 6,354,790 786,142
========= ========= =========
PRIMARY SHARES USED IN COMPUTATION
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 6,261,272 6,261,272 6,261,272
SHARES APPLICABLE TO STOCK OPTIONS
USING THE TREASURY STOCK METHOD
AT AVERAGE MARKET PRICE FOR
THE PERIOD 42,237 25,376 31,928
--------- --------- ---------
TOTAL PRIMARY SHARES 6,303,509 6,286,648 6,293,200
========= ========= =========
PRIMARY EARNINGS PER COMMON
SHARE:
INCOME FROM CONTINUING
OPERATIONS $0.71 $1.04 $0.20
LOSS FROM DISCONTINUED RESORT
OPERATIONS (NET OF TAX) -- ($0.03) ($0.12)
CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING FOR INCOME TAXES -- -- $0.05
--------- ---------- ---------
NET INCOME APPLICABLE
TO COMMON STOCK $0.71 $1.01 $0.13
========= ========== =========
FULLY DILUTED SHARES USED IN
COMPUTATION
TOTAL PRIMARY SHARES 6,303,509 6,286,648 6,293,200
SHARES APPLICABLE TO STOCK
OPTIONS IN ADDITION TO THOSE
USED IN PRIMARY COMPUTATION
DUE TO USE OF THE HIGHER OF
AVERAGE MARKET PRICE OR PERIOD
END MARKET PRICE 30,182 -- 1,356
--------- --------- ---------
6,333,691 6,286,648 6,294,556
========= ========= =========
FULLY DILUTED EARNINGS PER SHARE:
INCOME FROM CONTINUING OPERATIONS $0.70 $1.04 $0.20
LOSS FROM DISCONTINUED RESORT
OPERATIONS (NET OF TAX) -- ($0.03) ($0.12)
CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING FOR INCOME TAXES -- -- $0.05
--------- --------- ---------
NET INCOME APPLICABLE TO
COMMON STOCK $0.70 $1.01 $0.13
========= ========= =========
22
EXHIBIT 13
CONSOLIDATED-TOMOKA LAND CO.
1995 ANNUAL REPORT
23
CONSOLIDATED-TOMOKA LAND CO.
BOARD OF DIRECTORS OFFICERS
John C. Adams, Jr.(2) David D. Peterson
Chairman of the Board of Hilb, Chairman of the Board
Rogal and Hamilton Company of
Daytona Beach, Inc. (an insurance
agency); Executive Vice President Bob D. Allen
of Hilb, Rogal and Hamilton President and Chief
Company Executive Officer
Bruce W. Teeters
Bob D. Allen(1) Senior Vice President-Finance
President and Chief Executive and Treasurer
Officer of the Company
Robert F. Apgar
Jack H. Chambers(3) Vice President-General Counsel
Of Counsel to law firm of
Foley & Lardner Joseph Benedict III
Vice President-Government
James P. Gorter Relations
Chairman of the Board of
Baker Fentress & Company; limited Patricia Lagoni
partner of Goldman, Sachs & Co. Vice President-Administration
and Corporate Secretary
William O. E. Henry(3)
Practicing attorney and partner Hugh J. Veley
in law firm of Holland & Knight, Vice President-Citrus
counsel for the Company
Emily J. Sottile
Robert F. Lloyd (2) Assistant Secretary and
Chairman of the Board and Assistant Treasurer
Chief Executive Officer of
Lloyd Buick-Cadillac Inc. Linda Crisp
Assistant Secretary
John H. Pace, Jr.(3)
Chairman of Cardinal Investment Gary Moothart
Company (investor in securities Controller
and real estate)
INDIGO DEVELOPMENT INC.
David D. Peterson(1) William H. McMunn
Chairman of the Board of the Company President
President and Chief Executive Officer
of Baker, Fentress & Company
(1) Member of the Executive
Bruce W. Teeters Committee
Senior Vice President-Finance (2) Member of the Compensation
Treasurer of the Company and Stock Option Committee
(3) Member of the Audit Committee
COUNSEL AUDITORS
Holland & Knight Arthur Andersen LLP
Post Office Box 1526 101 East Kennedy Boulevard
Orlando, Florida 32802-1526 Tampa, Florida 33602
REGISTRAR AND STOCK
TRANSFER AGENT MAILING ADDRESS
Chemical-Mellon Shareholder Consolidated-Tomoka Land Co.
Services, L.L.C. Post Office Box 10809
Four Station Square, Third Floor Daytona Beach, Florida 32120-0809
Pittsburgh, Pennsylvania 15219-1173
24
TO OUR SHAREHOLDERS
A strong fourth quarter performance accounted for almost all of the full
year 1995 earnings of $4.4 million or $.71 per share compared to net income of
$6.4 million or $1.01 per share in the prior year. Operating results for the
fourth quarter were largely due to improved citrus earnings and significant
real estate closing activity.
Citrus operating profit for the full year 1995 was up substantially over
1994 as improvements in production and pricing positively impacted results.
This favorable operating performance should continue in 1996 as an abundant
crop remains to be harvested. The numerous cold fronts that swept through
Florida from late 1995 through mid February 1996 did not cause any noticeable
fruit loss in the Company's groves.
Real estate sales activity, which included the sale of undeveloped real
estate considered excess and not essential to long-term goals, produced
significant earnings in 1995. Real estate transactions included sales of
Company land at the Interstate 95 interchanges in Ormond Beach and Port Orange,
as well as sales of Highlands County lakefront property. Total land sales of
1,450 acres generated revenues of over $11.9 million. Lakefront property sales
are part of a stated strategy to dispose of excess acreage and will be pursued
as opportunities occur.
Progress continues at the Ladies Professional Golf Association (LPGA)
project, Consolidated Tomoka's major real estate activity. Most importantly,
the Interstate 95 interchange at LPGA Boulevard, which is not only the primary
entrance to the LPGA International multi-use community, but also a new gateway
to a substantial amount of Company land holdings, is now open and fully
operational. The development will occupy 4,500 acres when fully complete; in
the near-term it will include two championship golf courses, a Radisson resort
complex, residential housing surrounding the golf courses, and the LPGA
headquarters. The first course, LPGA International designed by Rees Jones,
has been open for play for more than one year and is the site of the nationally
televised LPGA Sprint Titleholders Championship. Initial land clearing has
started for the second course, designed by Arthur Hills, with play planned for
early 1997. Consolidated Tomoka has contracted to sell all the residential
land around the first golf course to a subdeveloper in three successive
two-year phases. Construction of new homes in the first-phase acreage has
begun.
During the year the dividend paid was $.45 per share, a 29% increase over
the dividend paid in 1994. At year end, outstanding debt had been reduced to
$21 million, a decrease of 16% during the year.
Entering the new year, the real estate sales backlog was at an all-time
high and citrus sales volume and prices were the best in several years. There
are additional reasons to be optimistic about future results. Economists who
cover the Florida economy predict good business conditions in Florida for the
next several years. Benefiting from low interest rates and the absorption of
distressed real estate which has previously depressed new real estate activity,
the real estate market should be favorable for the foreseeable future.
Bob D. Allen
President
25
SHAREHOLDERS' REPORT
LAND HOLDINGS
Land holdings of Consolidated-Tomoka Land Co. (the "Company") and its
affiliates, all of which are located in Florida, include: approximately 27,000
acres in the Daytona Beach area of Volusia County; approximately 4,500 acres in
Highlands County, near Lake Placid; shopping centers in Hernando and Marion
Counties; commercial/retail sites in Volusia County; office buildings and
rental properties in Volusia and Flagler Counties; and full or fractional
subsurface oil, gas, and mineral interests in approximately 551,000 "surface
acres" in 19 Florida counties. The conversion and subsequent utilization of
these assets provides the base of the Company's operations.
The holdings of approximately 27,000 acres in Volusia County include
approximately 19,900 acres within the city limits of Daytona Beach,
approximately 6,600 acres within the unincorporated area of Volusia County, and
small acreages in the cities of Ormond Beach and Port Orange. Of the 19,900
acres inside the city limits of Daytona Beach, approximately 3,800 acres have
received development approval by governmental agencies. The 3,800 acres plus
approximately 500 acres owned by the City of Daytona Beach, 15 acres owned by
Indigo Community Development District, and 150 acres sold for development by
others are the site of a long-term, mixed-use development known as "LPGA
International," which will include the national headquarters of the Ladies
Professional Golf Association along with two championship golf courses and a
residential community. The first golf course, a maintenance facility, an
interim clubhouse, and main entrance roads to serve the LPGA community have
been completed. Construction of the entrance signage and landscaping was
completed in 1995, and site work for construction of the second golf course is
underway. Construction of several homes around the first golf course, on a
60-acre parcel of land that was sold to a residential developer in 1994, began
in 1995 with the first residences completed in early 1996. Construction by the
LPGA of its headquarters building is expected to be completed in April 1996.
The lands not currently being developed, including those on which development
approvals have been received, are involved in an active forestry operation.
Except for a 15-acre parcel at the interchange of Interstate 95 and Taylor Road
in the Port Orange area south of Daytona Beach, the tract straddles Interstate
95 for 6 1/2 miles between U.S. 92 Highway and State Road 40, with
approximately 23,700 acres west and 3,300 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.
In Highlands County, located in south central Florida along U.S. Highway
27, the Company grows citrus on approximately 4,300 acres. These groves and
most of the other Highlands County lands are near Lake Placid, Florida, which
is about 75 miles east of Sarasota and 150 miles northwest of Miami. The
remaining lands, approximately 200 acres, are in a subsidiary's inventory or
residential or industrial lands.
The Company's oil, gas, and mineral interests, which are equivalent to
full rights of 305,000 acres, were acquired by retaining subsurface rights when
acreage was sold many years ago.
CITRUS
Under the name "Lake Placid Groves," the Citrus Division of Consolidated
- -Tomoka Land Co. grows and packs fresh whole citrus fruit, primarily oranges,
tangelos, and temples. The brand names "Lake Placid" and "Winding Waters" are
used in marketing directly to wholesalers and retailers in the eastern half
of the United States and Canada. Because fresh fruit usually commands higher
prices, the operation emphasizes sales of fresh fruit packed in the Company's
fresh fruit packing plant; however, the division also ships part of the harvest
(not suitable for packing because of size, appearance, content deficiencies,
or demand) to a cooperative, partially owned by the Company, in Lake Wales,
Florida, where it is processed into juice and juice concentrate.
All groves are situated in prime citrus-growing areas on the southern
ridge of Highlands County, Florida; and a portion of the land is adjacent to
the southeastern shore line of two large lakes, whose water temperatures
provide some protection against freezing weather. The trees are in excellent
condition. During 1995, a grove of approximately 120 acres on the east shore
of Lake June was sold, primarily to recognize the value of lake frontage
which is suitable for future residential development. The Company crop for the
1993-94 and 1994-95 seasons showed production of 905,000 and 930,000 boxes,
respectively; and the 1995-96 harvest is expected to be 1,300,000 boxes.
Production from the 1,600-acre grove planted during the years 1989 through 1992
continues to increase as these trees reach maturity.
The average age of grove trees is approximately 15 years, well within the
average 45-year productive life. The groves are well maintained and irrigated
by a modern low-volume system. A portion of the citrus groves are mortgaged as
collateral for a bank line of credit and term loan.
26
The fresh fruit packing plant near Lake Placid, Florida, packs and sells
both Company fruit and that of other growers. This process involves washing,
grading, waxing, and packing into cartons or bags for direct shipment to
customers who buy in truckload quantities. For each of the last ten seasons,
the plant has been among the top ten largest Florida packers of fresh oranges.
The facility is within a seven-mile radius of all it's grove sources, providing
a significant transportation cost advantage.
The cooperative to which a portion of the crop is sent is owned by the
Company and eleven other growers. It markets and processes under several brand
names, including Donald Duck, Blue Bird, and Florida's Natural. The division
shares in the net proceeds from the processed products (juice, juice
concentrate, and by-products) according to the amount and content of fruit
delivered to the plant.
CONFERENCE CENTER AND RESORT
During 1994, the resort operation known as the Indigo Lakes Holiday Inn
Crowne Plaza Resort was sold to Indigo Lakes Resort Ltd.; and the 18-hole
Indigo championship golf course and related facilities were sold to The
Fairways Group, L.P.
REAL ESTATE OPERATIONS
One of the Company's major achievements in recent years was the
relocation of the Ladies Professional Golf Association ("LPGA") to Daytona
Beach in 1989 with planned construction of its national headquarters on Company
lands. The LPGA signed a four-party agreement with the Company, Indigo Group
Ltd., a wholly owned subsidiary ("IG LTD"), and the City of Daytona Beach which
includes development of a new mixed-use community on approximately 3,800 acres
of Company land. Development plans were approved by the governmental agencies
in 1993. The City of Daytona Beach completed construction of a Rees Jones
designed "signature" golf course in 1994. That course is ranked by Golf
Magazine as one of the ten best municipal golf courses in the Country. Site
work for a second golf course, designed by architect Arthur Hills, is underway
for construction on lands to be donated by the Company to the City. The City
will contract with others to build the second course and to operate both
courses. The LPGA's prestigious Sprint Titleholders Championship Tournament
will be held at the LPGA International course for the second time in May 1996.
Significant to the City of Daytona Beach and to development of the
Company's lands is the opening of an interchange at Interstate 95 and LPGA
Boulevard in early 1996, providing a new gateway to the LPGA International
development and other Company land.
From October 1990 until December 1993, IG LTD centered its operations on
residential community development, construction, and sales. In December of
1993, IG LTD disposed of its interest in two communities under a lot marketing
and sales arrangement. Residential lots owned by IG LTD at December 31, 1995
are:
o 79 lots in Riverwood Plantation, a community of 180 acres in Port
Orange, Florida.
o 6 lots at the 200-acre Indigo Lakes development in Daytona Beach.
o 39 lots at the 180-acre Tomoka Heights development in Highlands
County, Florida. IG LTD is developing this community, located adjacent
to Lake Henry. It is approved for a total of 587 single-family and
duplex units now selling in the $89,000 to $135,000 price range.
The development features controlled access and has appeal for active
retired couples.
Rental properties consist of a two-building office complex in downtown
Daytona Beach, a 24,000-square-foot office building near the interchange of
Interstate 95 and International Speedway Blvd. (U.S. 92) in Daytona Beach, and
a 24,000-square-foot office building in Palm Coast, which is approximately
30 miles north of Daytona Beach. The larger building of the downtown Daytona
Beach complex is a 47,000-square-foot, seven-story office building leased to
several tenants and partially occupied by the Company; the smaller, containing
17,000 square feet, is under a lease/purchase agreement and considered a
financing lease. The other two buildings are leased to multiple tenants.
The downtown Daytona Beach and Palm Coast buildings are covered by debt in the
form of industrial revenue bonds.
IG LTD owns Mariner Village Shopping Center in Spring Hill and a 50%
interest in The Forest Center Shopping Center east of Ocala. Both properties
are encumbered by mortgages. The Mariner Towne Square Shopping Center in
Spring Hill was sold in 1995.
Other leasing activities of the Company include ground leases for
billboards, leases of communication tower sites, and a hunting lease covering
approximately 19,900 acres.
27
Another source of income is from subsurface interests which are lease for
mineral exploration as described under "Land Holdings." At December 31, 1995,
oil and gas leases were in effect covering a total of 12,616 surface acres in
Lee and Hendry Counties, Florida. At December 31, 1995, there were four
producing oil wells on the Company's interests. Volume produced in 1995 from
these wells was 117,831 barrels, compared with 141,488 barrels in 1994. Oil
lease income and oil royalty income have in the past been much more significant
sources of income for the Company than in recent years. The Company's current
policy is to grant no releases of its reserved mineral rights in oil-producing
counties unless required to do so through contractual obligations; however,
releases of surface entry rights might be sold upon request of a surface owner
who requires such a release for financing or development purposes. As Florida
develops, such requests will no doubt increase. Sales and releases of surface
entry rights in 1995 produced revenues of $3,000.
Income from sales of forest products varies considerably from year to year
depending on economic conditions and rainfall. The primary market today is in
pulpwood with sawtimber, plylogs, and some cypress being marketed as conditions
and the market allow. Geographic location of the timber tract is excellent.
In addition to access by major highways (Interstate 95, State Road 40, and U.S.
Highway 92), the internal road system for forestry purposes is good.
28
Five-Year Financial Highlights
(in thousands except per share amount)
1995 1994 1993 1992 1991
$ $ $ $ $
- --------------------------------------------------------------------------------------------
Summary of Operations:
Revenues:
Citrus 8,819 8,175 10,719 10,714 11,183
Real Estate 7,743 16,528 15,780 20,185 23,779
Profit on Sales of Undeveloped
Real Estate Interests 4,718 1,400 314 239 283
Interest and Other Income 2,404 2,623 653 1,672 2,926
- -------------------------------------------------------------------------------------------
TOTAL 23,684 28,726 27,466 32,810 38,171
- -------------------------------------------------------------------------------------------
Operating Costs and Expenses 13,044 14,980 22,029 24,834 29,537
General and Administrative Expenses 3,484 3,478 3,549 3,146 3,698
Provision for Income Taxes 2,736 3,778 672 1,803 1,845
Income from Continuing Operation 4,420 6,490 1,216 3,027 3,091
Loss from Discontinued Operations
(net of tax) -- (135) (759) (517) (1,087)
Extraordinary Item-Income Tax Benefit
of Net Operating Loss Carryforward -- -- -- 1,492 1,189
Cumulative Effect of Change in Accounting
for Income Taxes -- -- 329 -- --
Net Income 4,420 6,355 786 4,002 3,193
Primary Earnings Per Share:
Income from Continuing Operations 0.71 1.04 0.20 0.48 0.49
Net Income 0.71 1.01 0.13 0.64 0.51
Fully Diluted Earnings Per Share
Income from Continuing Operations 0.71 1.04 0.20 0.48 0.49
Net Income 0.71 1.01 0.13 0.64 0.51
Cash Dividends Paid Per Share .45 .35 .30 .20 .20
Summary of Financial Position:
Total Assets 59,693 61,535 65,815 65,058 66,021
Shareholders' Equity 32,633 31,030 26,867 27,959 24,489
- --------------------------------------------------------------------------------------------
29
PAGE
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Shareholders of
Consolidated-Tomoka Land Co.
We have audited the accompanying consolidated balance sheets of
Consolidated-Tomoka Land Co. and subsidiaries as of December 31, 1995 and 1994,
and the related consolidated statements of operations and retained earnings and
cash flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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
Consolidated-Tomoka Land Co. and subsidiaries as of December 31, 1995 and 1994,
and the results of their operations and their cash flows for the years then
ended, in conformity with generally accepted accounting principles.
Tampa, Florida Arthur Andersen LLP
February 8, 1996
To the Board of Directors and Shareholders
Consolidated-Tomoka Land Co.
Daytona Beach, Florida
We have audited the consolidated statements of operations and retained
earnings and cash flows for the period ended December 31, 1993. These
financial statements are the responsibility of the company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing
standards. 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 audit provides a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the results of operations of
Consolidated-Tomoka Co. and subsidiaries and their cash flows for the period
ended December 31, 1993, in conformity with generally accepted accounting
principles.
As discussed in Note 4 to the consolidated financial statements, the
Company changed its method of accounting for income taxes, effective January 1,
1993.
Tampa, Florida Rex Meighen & Company
February 10, 1994 Certified Public Accountants
30
Consolidated Statements of Operations and Retained Earnings
Calendar Year
----------------------------------------
1995 1994 1993
------------ ------------ ------------
Income:
Citrus Operations (Note 15):
Sales of Fruit and Other Income $ 8,819,259 $ 8,174,816 $10,718,876
Production and Selling Expenses ( 8,190,430) ( 8,088,518) ( 8,432,716)
------------ ------------ ------------
628,829 86,298 2,286,160
Real Estate Operations: ------------ ------------ ------------
Sales and Other Income 7,742,915 16,528,217 15,779,857
Costs and Other Expenses ( 4,854,321) ( 6,890,969) (13,596,198)
------------ ------------ ------------
2,888,594 9,637,248 2,183,659
Profit On Sales of Undeveloped ------------ ------------ ------------
Real Estate Interests 4,718,248 1,399,711 314,403
------------ ------------ ------------
Interest and Other Income 2,404,063 2,623,447 653,115
------------ ------------ ------------
Operating Income 10,639,734 13,746,704 5,437,337
General and Administrative Expenses ( 3,519,961) ( 3,515,266) ( 3,624,650)
------------ ------------ ------------
Income Before Minority Interest
In Partnership 7,119,773 10,231,438 1,812,687
Minority Interest 36,255 37,424 75,616
Income From Continuing Operations ------------ ------------ ------------
Before Income Taxes 7,156,028 10,268,862 1,888,303
Income Taxes (Note 4) ( 2,736,021) ( 3,778,461) ( 672,319)
------------ ------------ ------------
Income From Continuing Operations 4,420,007 6,490,401 1,215,984
Loss From Discontinued Resort
Operations (Note 2) - ( 135,611) ( 759,284)
Income Before Cumulative Effect of Change in ------------ ------------ ------------
Accounting Principle 4,420,007 6,354,790 456,700
Cumulative Effect of Change in
Accounting For Income Taxes (Note 4) - - 329,442
----------- ------------ ------------
Net Income 4,420,007 6,354,790 786,142
Retained Earnings, Beginning of Year 22,986,715 18,823,370 19,915,610
Dividends ( 2,817,572) ( 2,191,445) ( 1,878,382)
------------ ------------ ------------
Retained Earnings, End of Year $24,589,150 $22,986,715 $18,823,370
============ ============ ============
Per Share Information:
Average Shares Outstanding 6,261,272 6,261,272 6,261,272
============ ============ ============
Income From Continuing Operations $0.71 $1.04 $0.20
Loss From Discontinued Resort Operations
(net of tax) - ($0.03) ($0.12)
Income Before Cumulative Effect of Change in ------------ ------------ ------------
Accounting Principle 0.71 1.01 0.08
Cumulative Effect of Change in
Accounting for Income Taxes - - 0.05
------------ ------------ ------------
Net Income Per Share $0.71 $1.01 $0.13
============ ============ ============
Dividends Per Share $0.45 $0.35 $0.30
============ ============ ============
The accompanying notes are an integral part of these consolidated statements.
31
Consolidated Balance Sheets
December 31,
------------
1995 1994
------------ -----------
Assets
Cash $ 203,829 $ 503,545
Investment Securities (Note 3) 1,603,887 1,290,955
Notes Receivable (Note 5) 10,937,614 9,222,968
Accounts Receivable 2,143,305 1,877,220
Inventories 802,515 660,461
Cost of Fruit on Trees 2,658,126 2,435,401
Real Estate Held for Development and Sale (Note 6) 13,801,477 16,626,505
Net Investment in Direct Financing Lease (Note 7) 792,530 880,222
Other Assets 499,272 375,486
------------ ------------
33,442,555 33,872,763
------------ ------------
Property, Plant and Equipment:
Land, Timber and Subsurface Interests 3,854,178 3,870,205
Citrus Properties:
Trees 8,811,210 8,758,904
Buildings and Equipment 9,166,232 9,286,238
Income Properties 16,323,215 17,228,897
Other Buildings and Equipment 991,599 1,481,680
------------ ------------
Total Property, Plant and Equipment 39,146,434 40,625,924
Less Accumulated Depreciation and Amortization (12,895,521) (12,963,272)
------------ ------------
Net Property, Plant and Equipment 26,250,913 27,662,652
------------ ------------
Total Assets $59,693,468 $61,535,415
============ ============
Liabilities
Accounts Payable $ 1,213,692 $ 749,277
Notes Payable (Note 9) 20,921,298 24,973,283
Accrued Liabilities 2,569,848 2,134,670
Customer Deposits 52,411 924,268
Deferred Income Taxes (Note 4) 69,466 95,504
Income Taxes Payable (Note 4) 2,123,691 1,481,531
------------ ------------
Total Liabilities 26,950,406 30,358,533
------------ ------------
Minority Interest 110,535 146,790
------------ ------------
Shareholders' Equity
Preferred Stock-50,000 Shares Authorized, $100 Par Value;
None Issued
Common Stock-10,000,000 Shares Authorized, $1 Par Value;
6,261,272 Shares Issued and Outstanding 6,261,272 6,261,272
Additional Paid-In Capital 1,782,105 1,782,105
Retained Earnings 24,589,150 22,986,715
------------ ------------
Total Shareholders' Equity 32,632,527 31,030,092
------------ ------------
Total Liabilities and Shareholders' Equity $59,693,468 $61,535,415
============ ============
The accompanying notes are an integral part of these consolidated statements.
32
Consolidated Statements of Cash Flows
Calendar Year
------------------------------------
1995 1994 1993
------------ ------------ ------------
Cash Flow from Operating Activities
Cash Received from:
Citrus Sales of Fruit and Other Income (Note 15) $ 8,635,807 $ 7,998,995 $10,505,368
Real Estate Sales and Other Income 9,671,554 10,923,789 16,567,437
Sales of Undeveloped Real Estate 4,674,978 1,399,711 314,403
Interest and Other Income 599,960 230,869 245,763
Total Cash Received from ------------ ------------ ------------
Operating Activities 23,582,299 20,553,364 27,632,971
------------ ------------ ------------
Cash Expended for:
Citrus Production and Selling Expenses 8,135,094 7,288,990 8,380,790
Real Estate Development Costs and Other Expenses 5,223,375 5,647,964 12,173,966
General and Administrative Expenses 1,293,073 2,019,947 2,025,707
Interest 2,007,655 1,917,447 2,219,226
Income Taxes (Note 4) 2,119,899 1,017,146 626,455
------------ ------------ ------------
Total Cash Expended for
Operating Activities 18,779,096 17,891,494 25,426,144
Net Cash Provided by ------------ ------------ ------------
Operating Activities 4,803,203 2,661,870 2,206,827
------------ ------------ ------------
Cash Flow from Investing Activities
Acquisition of Property, Plant and Equipment (1,201,509) (1,385,731) (1,191,590)
Net increase in Investment
Securities (Note 3) ( 312,932) ( 355,105) ( 86,991)
Direct Financing Lease (Note 7) 87,692 83,900 80,292
Proceeds from Sale of Property, Plant and
Equipment 3,193,387 3,012,604 667,542
Cash Flow from Discontinued Resort
Operations (Note 2) - 6,670,950 ( 182,979)
Net Cash Provided by (Used in) ------------ ------------ ------------
Investing Activities 1,766,638 8,026,618 ( 713,726)
------------ ------------ ------------
Cash Flow from Financing Activities
Cash Proceeds from Debt (Note 9) 6,950,000 3,600,000 9,742,547
Payments of Debt (Note 9) (11,001,985) (13,600,938) ( 7,685,256)
Dividends Paid ( 2,817,572) ( 2,191,445) ( 1,878,382)
Net Cash Provided by (Used in) ------------ ------------ ------------
Financing Activities ( 6,869,557) (12,192,383) 178,909
------------ ------------ ------------
Net Increase (Decrease) in Cash ( 299,716) ( 1,503,895) 1,672,010
Cash, Beginning of Year 503,545 2,007,440 335,430
------------ ------------ ------------
Cash, End of Year $ 203,829 $ 503,545 $ 2,007,440
============ ============ ============
33
Consolidated Statements of Cash Flows
continued
Calendar Year
--------------------------------------
1995 1994 1993
------------ ------------ ----------
Reconciliation of Net Income to Net Cash Provided
by Operating Activities:
Net Income $4,420,007 $6,354,790 $ 786,142
Adjustments to Reconcile Net Income to Net
Cash Provided by Operating Activities:
Discontinued Resort Operations - 135,611 759,284
Depreciation and Amortization 1,094,523 1,050,965 1,100,549
Gain on Sales of Property, Plant and
Equipment ( 1,674,662) (2,402,186) ( 408,792)
(Increase) Decrease in Assets:
Notes Receivable ( 1,714,646) (6,039,589) 870,602
Accounts Receivable ( 266,085) 277,195 ( 53,950)
Inventories ( 142,054) 81,790 ( 240,577)
Cost of Fruit on Trees ( 222,725) 361,525 ( 86,292)
Real Estate Held for Development and Sale 2,825,028 ( 110,838) 558,970
Deferred Income Taxes - 1,282,718 ( 382,016)
Other Assets ( 123,786) 112,101 101,586
Increase (Decrease) in Liabilities:
Accounts Payable 464,415 ( 510,622) (1,879,453)
Accrued Liabilities 435,178 490,007 565,732
Customer Deposits ( 871,857) ( 82,771) 438,218
Deferred Income Taxes ( 26,038) 95,504 -
Income Taxes Payable (Note 4) 642,160 1,383,093 98,438
Increase (Decrease) in Minority Interest ( 36,255) 182,577 ( 21,614)
------------ ------------ ------------
Net Cash Provided by Operating Activities $ 4,803,203 $2,661,870 $2,206,827
============ ============ ============
Supplemental Disclosure of Noncash Operating Activities:
In connection with the sale of real estate, the Company received, as
consideration, mortgage notes receivable of $1,255,350, $4,554,830 and
$1,034,400 for the years 1995, 1994 and 1993, respectively.
The accompanying notes are an integral part of these consolidated statements.
34
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1995, 1994 and 1993
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Consolidated-
Tomoka Land Co. and its wholly owned subsidiaries: Indigo Group Inc., Indigo
Group Ltd., and Indigo Development Inc. (collectively, the Company). All
significant intercompany accounts and transactions have been eliminated in
consolidation.
NATURE OF OPERATIONS
The Company is primarily engaged in the citrus industry and, through its wholly
owned subsidiaries, the real estate industry. The Company harvests and sells
both fresh and to-be-processed citrus from its bearing groves, all of which
are located in Highlands County, Florida. Fresh fruit sales are made by the
Company to wholesale produce distributors and retail grocery chains primarily
in the Eastern and Midwestern regions of the United States and Canada. The
to-be-processed fruit is sent to Citrus World, Inc., a cooperative owned by the
Company and eleven other growers. The cooperative processes the fruit and
markets it under several names on a regional and national basis. Real estate
operations, which are primarily commercial in nature, also include residential,
income properties and forestry operations. These operations are predominantly
located in Volusia and Highlands counties in Florida. From time to time the
Company sells unimproved real estate considered surplus to its operating
needs. The latter function is not considered part of the Company's ordinary
operations.
USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
The preparation of financial statements in conformity with 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.
INVENTORIES
Inventories which are stated at the lower of cost (first-in, first-out method)
or market, consist primarily of citrus supplies.
COST OF FRUIT ON TREES
Direct and allocated indirect costs incurred in connection with the production
of crops are capitalized into cost of fruit on trees. As the crop is harvested
and sold, the related costs are charged to production expense, pro-rata
based on the boxes harvested and sold to the estimated total boxes
expected to be harvested and sold.
REAL ESTATE HELD FOR DEVELOPMENT AND SALE
The carrying value of land and land development costs includes the initial
acquisition costs of the land, improvements thereto and other costs incidental
to the acquisition or holding 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. Land and land development costs include approximately
$168,438 and $302,062 of interest and $77,900 and $86,230 of property taxes
capitalized during 1995 and 1994, respectively.
Completed houses include all costs incurred for houses built without a customer
contract. Historical performance of the Company indicates that these houses are
usually sold at a price in excess of cost.
Undeveloped land represents land held for future development which includes
acquisition cost of the land, improvements thereto and other costs incidental
to the acquisition or holding of land.
Sales of houses and lots and all directly related costs and expenses are
recorded at the time of closing. Payments received from buyers prior to
closing are recorded as customer deposits.
35
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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, are removed from the accounts, and any
resulting gain or loss is taken into income.
The amount of depreciation and amortization taken for the years 1995, 1994, and
1993, is summarized as follows:
Calendar Year
------------------------------------------
1995 1994 1993
------------ ------------ ------------
Citrus Properties $ 411,624 $ 328,399 $ 354,380
Other properties 682,899 722,566 746,169
------------ ------------ ------------
$1,094,523 $1,050,965 $1,100,549
============ ============ ============
The range of estimated useful lives for property, plant and equipment is as
follows:
Citrus Trees 20-40 Years
Citrus Buildings and Roads 10-30 Years
Citrus Irrigation Equipment 5-20 Years
Citrus Other Equipment 3-30 Years
Income Properties 3-30 Years
Other Buildings 10-30 Years
Other Equipment 3-30 Years
SALES OF REAL ESTATE
The profit on sales of real estate is accounted for in accordance with the
provisions of the Financial Accounting Standards Board's (FASB) Statement of
Financial Accounting Standards (SFAS) No. 66, "Accounting for Sales of Real
Estate." Such method of accounting requires deferment of income recognition
if property is sold on a deferred payment plan and the initial payment does not
meet criteria established under the accounting guidelines.
PENSIONS
The Company has a funded, non-contributory defined benefit pension plan
covering all eligible full-time 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.
EARNINGS PER SHARE INFORMATION
Earnings per common share is computed by dividing net income by the weighted
average shares of common stock outstanding during the year. Fully diluted
earnings per share amounts are not presented because such dilution was
immaterial for 1995, 1994 and 1993.
CONCENTRATION OF CREDIT RISK
Financial instruments which potentially subject the Company to concentrations
of credit risk consist principally of investment securities, trade receivables
and notes receivable. Concentration of credit risk with respect to trade
receivables is limited due to the Company's large number of customers and their
dispersion across geographic areas and industries.
36
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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, 1995
and 1994, approximate fair value because of the short maturity of these
instruments. The carrying amount of the Company's notes receivable and notes
payable approximates fair value at December 31, 1995 and 1994, since the
notes are at floating rates or fixed rates which approximate current market
rates for notes with similar maturities.
CITRUS PRODUCTION AND SELLING
The Company is the owner of a citrus fruit packing house and packs and sells
its own fruit, together with fruit received from outside growers, under a
pooling agreement. During the years 1995, 1994, and 1993, the Company's
charges to other growers for handling and packing its fruit amounted to
$428,087, $656,281, and $302,739, respectively. In addition, agreements are
in place for delivery of citrus fruit. The amounts received by the Company for
such services for years 1995, 1994, and 1993 amounted to $21,518, $43,142, and
$26,555, respectively. All of such revenues are accounted for by the Company
as a reduction of citrus production and selling expenses.
NOTE 2 DISCONTINUED RESORT OPERATIONS
On July 14, 1994, the Company sold its resort complex for a cash price of
$7,175,000. The sale resulted in a pretax loss of $111,804
($69,732 net of tax). The results of the resort operations have been reported
separately as discontinued operations in the Consolidated Statements of
Operations and Retained Earnings. There are no remaining assets or liabilities
reflected on the balance sheets at December 31, 1995 and 1994. Summary
financial information of the operation and sale is as follows:
Year Ended December 31,
1995 1994 1993
------------ ------------ ------------
[S] [C] [C] [C]
Revenues from Discontinued
Resort Operations $ - $ 4,590,516 $ 7,185,987
------------ ------------ ------------
Loss from Discontinued Resort
Operations Before Tax - ( 105,626) ( 1,217,387)
Income Tax Benefit from
Discontinued Resort Operations - 39,747 458,103
Loss on Sale of Resort Operations
(Net of Income Tax Benefit of
$42,072) - ( 69,732) -
Total Loss From Discontinued
------------ ------------ ------------
Resort Operations, Net of Tax $ - $( 135,611) $( 759,284)
============ ============ ============
Loss Per Share from Discontinued
Resort Operations $ - $ (0.03) $ (0.12)
============ ============ ============
NOTE 3 INVESTMENT SECURITIES
FASB has issued SFAS No. 115, "Accounting for Certain Investments in
Debt and Equity Securities," which the Company adopted effective
January 1, 1994. This standard requires classification of the
investment portfolio into three categories: held to maturity, trading
and available for sale. The Company classifies as held to maturity
those securities for 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. Investments
which are classified as available for sale may be sold for liquidity
or other purposes, but are not actively traded. Investments which are
classified as available for sale are recorded at cost which
approximate fair value. Gains and losses are determined using the
specific identification method. Prior to adopting the new standard,
investment securities were carried at amortized cost. The change in
accounting did not have a material effect on the financial statements.
37
NOTE 3 INVESTMENT SECURITIES (CONTINUED)
Investment securities as of December 31, 1995 and 1994, are as follows:
1995 1994
------------ ------------
Held to Maturity $ 640,343 $ 463,304
Available for Sale 963,544 827,651
------------ ------------
$ 1,603,887 $ 1,290,955
============ ============
NOTE 4 INCOME TAXES
Effective January 1, 1993, the Company adopted SFAS No. 109,
"Accounting for Income Taxes." The cumulative effect of the change in
accounting principle is included in determining net income for 1993.
The provision for income taxes is summarized as follows:
1995 1994 1993
-------------------------- -------------------------- --------------------------
Current Deferred Current Deferred Current Deferred
------------ ------------ ------------ ------------ ------------ ------------
Federal $ 2,374,049 $ (22,232) $ 2,193,763 $ 1,022,442 $ 629,886 $ 16,056
State 388,010 ( 3,806) 206,476 355,780 -- 26,377
------------ ------------ ------------ ------------ ------------ ------------
Total $ 2,762,059 $ (26,038) $ 2,400,239 $ 1,378,222 $ 629,886 $ 42,433
============ ============ ============ ============ ============ ============
Deferred income taxes have been provided to reflect temporary
differences that represent the cumulative difference between taxable
or deductible amounts recorded in the financial statements and in the
tax returns. The sources of these differences and the related
provision (credit) and deferred income tax (liabilities) assets are
summarized as follows:
Provision (Credit) Deferred Taxes
---------------------------------------- --------------------------
1995 1994 1993 1995 1994
------------ ------------ ------------ ------------ ------------
Depreciation $ 100,222 $( 3,955) $ 106,599 $(1,064,996) $( 964,774)
Sales of Real
Estate (200,852) 575,756 6,239 ( 783,513) ( 984,365)
Deferred
Compensation (155,461) ( 137,488) (112,223) 628,305 472,844
Basis's
Difference in
Joint Venture 52,285 ( 546,502) 347,366 1,108,260 1,160,545
Revolving Fund
Certificates ( 48,182) ( 16,336) 7,138 255,148 206,966
Charitable
Contributions
Carryforward 479,321 372,559 (32,913) 1,545,145 2,024,466
Alternative
Minimum Tax
Credit - 1,032,255 (138,033) - -
Other Reconciling
Items, Net 6,389 178,907 (141,740) 116,281 122,670
Less-Valuation
Allowance (259,760) ( 76,974) - (1,874,096) (2,133,856)
------------ ------------ ------------ ------------ ------------
$ ( 26,038) $ 1,378,222 $ 42,433 $( 69,466) $( 95,504)
============ ============ ============ ============ ============
38
NOTE 4 INCOME TAXES (CONTINUED)
Following is a reconciliation of the income tax computed at the federal
statutory rate of 34 percent.
Calendar Year
----------------------------------------
1995 1994 1993
------------ ------------ ------------
Income Tax Computed at
Federal Statutory Rate $ 2,433,050 $ 3,491,413 $ 642,023
Increase (Decrease) Resulting
from:
State Income Tax, Net of
Federal Income Tax Benefit 260,175 371,089 70,601
Percentage of Depletion on
Oil Royalties and Leases ( 4,234) ( 3,833) ( 3,199)
Tax Exempt Interest Income ( 41,050) ( 5,517) ( 8,014)
Adjustment to Valuation Allowance 80,000 ( 76,974) -
Other Reconciling Items 8,080 2,283 ( 29,092)
------------ ------------ ------------
Provision for Income Taxes $ 2,736,021 $3,778,461 $ 672,319
============ ============ ============
The Company's 1991 and 1992 Federal Income Tax Returns are currently
under examination by the Internal Revenue Service.
NOTE 5 NOTES RECEIVABLE
Notes Receivable consisted of the following:
December 31,
----------------------------
1995 1994
------------ ------------
Mortgage Notes Receivable
Various notes with interest rates ranging
from 7% to 12% with payments due from 1996
through 2003. Collateralized by real
estate mortgages held by the Company $ 7,097,776 $ 8,993,825
Other Notes Receivable
Interest at 5.425%, total principal and
accrued interest due June 1997 3,678,794 -
Interest at prime rate, receivable in
monthly installments of principal and
interest to amortize the original note
over a period of 15 years, due January
2006 161,044 173,701
Interest at prime rate, receivable
in monthly installment of principal
and interest to amortize the original
note over one year, due and
received December 1995 - 55,442
------------ ------------
Total Notes Receivable $10,937,614 $9,222,968
============ ============
Prime rate was 8.5 percent at December 31, 1995 and 1994.
The required annual principal receipts are as follows:
Year ending December 31, Amount
------------------------ ------------
1996 $ 785,924
1997 6,023,582
1998 1,300,598
1999 134,043
2000 1,607,349
2001 and thereafter 1,086,118
------------
$10,937,614
============
39
NOTE 6 REAL ESTATE HELD FOR DEVELOPMENT AND SALE
Real estate held for development and sale as of December 31, 1995 and
1994, is summarized as follows:
December 31,
----------------------------
1995 1994
------------ ------------
Undeveloped Land $ 2,400,312 $ 2,848,624
Land and Land Development 10,861,863 12,977,865
Completed Houses 539,302 800,016
------------ ------------
$13,801,477 $16,626,505
============ ============
NOTE 7 NET INVESTMENT IN DIRECT FINANCING LEASE
On December 31, 1986, the Company acquired certain real estate and
equipment subject to a direct financing-type lease. The aggregate amounts
due under the lease are identical in amount to the payments required to be
made by the Company in order to amortize the debt applicable to the
properties. The required annual payments on the lease at December 31,
1995, are summarized as follows:
Amount
Aggregate Representing Net
Year Ending December 31, Payment Interest Investment
------------ ------------ ------------
1996 $ 133,331 $ 51,791 $ 81,540
1997 131,804 46,071 85,733
1998 129,606 40,071 89,535
1999 128,001 33,794 94,207
2000 126,557 27,174 99,383
2001 and Thereafter 380,260 38,128 342,132
------------ ------------ ------------
$ 1,029,559 $ 237,029 $ 792,530
============ ============ ============
The interest rate stated in the lease agreement is 80.65% of prime. Prime
rate was 8.5% at December 31, 1995.
NOTE 8 REVOLVING FUND CERTIFICATES
The Company owns revolving fund certificates in the aggregate face amount
of $678,045 issued by an agricultural cooperative in connection with the
citrus operations. During 1990, these certificates were replaced by
equivalent value shares of non-voting stock issued by the cooperative and
are considered to have no value for financial statement purposes.
NOTE 9 NOTES PAYABLE
Notes Payable consisted of the following:
December 31,
----------------------------
1995 1994
------------ ------------
Mortgage Notes Payable
Mortgage notes payable are collateralized
by real estate mortgages held by the
lender. As of December 31, 1995 and 1994,
mortgage notes payable consisted of the
following:
Payments of $266,783, including interest
at 8.8% payable quarterly July 1994 through
April 2002; principal balance due
July 2002 $ 9,650,097 $ 9,856,541
40
NOTE 9 ACCOUNT PAYABLE (CONTINUED)
December 31,
----------------------------
1995 1994
------------ ------------
Payable $19,857 monthly through March
2001, including interest at 7.5% $ 2,367,387 $ 2,897,941
Interest payable quarterly at 10%,
principal and outstanding interest
due October 2005 1,200,000 1,200,000
Payable $1,850 monthly through March
1995, including interest at 9%, - 221,297
paid in 1995
Payable $933 monthly through July 2018,
including interest at 6.375%, paid in - 138,150
1995
Industrial Revenue Bonds
Industrial revenue bonds payable are
collateralized by real estate and
equipment. As of December 31, 1995
and 1994, industrial revenue bonds
consisted of the following:
Interest at 80.65% of prime rate,
payable in monthly installments of
principal and interest to amortize
the original debt over a period
of 18 years, due January 2004 3,144,166 3,414,168
Interest at 84.2% of prime rate,
payable in monthly installments
of $4,700 plus interest, remaining
principal and interest due
January 2002 1,992,400 2,048,800
Line of Credit
$15,000,0000 line of credit,
collateralized by citrus facilities,
interest at prime minus .5%,
payable on demand, renewed annually,
$15,000,000 available at
December 31, 1995 - 2,600,000
Note Payable to Related Party (Note 15)
Principal and interest payable in
monthly installments of $23,268,
interest at 9.68%, unpaid
principal and interest due December 1998.
Collateralized by Developed Real Estate in
a Joint Venture. The Venture Partner is
Jointly Liable on the Note. 2,567,248 2,596,386
------------ ------------
Total Notes Payable $20,921,298 $24,973,283
============ ============
Prime rate was 8.5% at December 31, 1995 and 1994.
41
NOTE 9 NOTES PAYABLE (CONTINUED)
The required annual principal payments on notes payable are as follows:
Amount
Year Ending December 31, ------------
1996 $ 585,720
1997 714,651
1998 3,232,555
1999 790,441
2000 853,214
2001 and Thereafter 14,744,717
------------
$20,921,298
============
Interest expense was $2,007,655, $1,917,447 and $2,219,226 for 1995, 1994
and 1993, respectively.
42
NOTE 10 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 10 years of employment. The
benefit formula generally provides for a life annuity benefit. Due to
the sale of the resort complex, the Company recognized a curtailment and
settlement gain during 1994. Consequently, the loss from discontinued resort
operations in 1994 includes a net after tax gain of $220,606 resulting from
the settlement and curtailment.
The Company's net periodic pension cost included the following components:
December 31,
----------------------------------------
1995 1994 1993
------------ ------------ ------------
Service Cost $ 170,673 $ 225,827 $ 302,500
Interest Cost on Projected Benefit
Obligation 249,027 288,705 334,954
Actual Return on Plan Assets (266,582) ( 274,796) ( 345,626)
Net Amortization ( 14,734) ( 11,349) ( 18,175)
------------ ------------ ------------
Net Periodic Pension Cost $ 138,384 $ 228,387 $ 273,653
============ ============ ============
The funded status of the Company's pension plan was as follows:
December 31,
----------------------------------------
1995 1994 1993
------------ ------------ ------------
Actuarial Present Value of Benefit
Obligations:
Vested $(2,519,049) $(2,423,349) $(2,928,394)
Nonvested ( 3,975) (87,591) ( 87,045)
------------ ------------ ------------
Accumulated Benefit Obligation (2,523,024) (2,510,940) (3,015,439)
Effect of Projected Future Salary
Increases ( 834,347) ( 654,568) (1,599,301)
------------ ------------ ------------
Projected Benefit Obligation (3,357,371) (3,165,508) (4,614,740)
Plan Assets at Fair Value, Primarily
Stocks, Corporate Bonds, Treasury
Securities and Money Market Funds 3,698,295 3,215,378 4,591,368
------------ ------------ ------------
Plan Assets In Excess (Short) of
Projected Benefit Obligation 340,924 49,870 ( 23,372)
Unrecognized Prior Service Cost 7,027 7,693 158,768
Unrecognized Net Gain ( 346,057) ( 176,455) ( 497,287)
Unrecognized Transition Asset ( 162,472) ( 177,872)( 265,456)
Net Total of Other Components - - 286,651
------------ ------------ ------------
Accrued Pension Liability $( 160,578) $( 296,764) $( 340,696)
============ ============ ============
43
NOTE 10 PENSION PLAN (CONTINUED)
The actuarial assumptions made to determine the projected benefit obligation
and the fair value of plan assets are as follows:
December 31,
--------------------------
1995 1994 1993
------ ------ ------
Weighted Average Discount Rate 8.0% 8.0% 8.0%
Weighted Average Asset Rate of Return 8.0% 8.0% 8.0%
Compensation Scale 5.0% 5.0% 6.5%
NOTE 11 POSTRETIREMENT BENEFIT PLANS OTHER THAN PENSION
The Company sponsors two defined benefit postretirement plans of certain
health care and life insurance benefits for eligible retired employees. All
full-time employees become eligible to receive these benefits if they retire
after reaching age 55 with 20 or more years of service. The postretirement
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.
The Company adopted SFAS No. 106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions," as of January 1, 1993. This standard requires
that the expected costs of these postretirment benefits be charged to expense
during the years that the employees render service. The Company has elected
to amortize the unfunded obligation that was measured as of January 1, 1993
over a period of 20 years. The effect of this postretirement expense was to
decrease 1995, 1994 and 1993 pre-tax income by $103,415, $93,176 and $107,935
respectively. Prior to 1993, the Company recognized postretirement health
care costs in the year that the benefits were paid.
The following table reconciles the plan's funded status to the accrued
postretirement health care cost and life insurance cost liability reflected on
the balance sheet as of December 31, 1995 and 1994:
December 31,
------------------------------
1995 1994
------------ ------------
Retirees $ (208,757) $ (250,697)
Fully Eligible Plan Participants (342,181) (301,762)
Other Active Plan Participants (143,477) ( 77,337)
------------ ------------
Total Accumulated Postretirement
Benefit Obligation (694,415) (629,796)
Plan Assets - -
------------ ------------
Accumulated Postretirement Benefit
Obligation in Excess of Plan Assets (694,415) (629,796)
Unrecognized Net Gain from Changes
in Assumptions and Experience (115,812) (178,222)
Unrecognized Transition Obligation 684,949 725,240
------------ ------------
Accrued Postretirement Benefit Cost
in Balance Sheet $(125,278) $ ( 82,778)
============ ============
44
NOTE 11 POSTRETIREMENT BENEFIT PLANS OTHER THAN PENSION (CONTINUED)
Postretirement Expense includes the
following components:
1995 1994
--------- ----------
Service Cost $ 13,441 $ 8,220
Interest Cost on Accumulated Postretirement
Benefit Obligation 49,683 44,665
Amortization of Transition Obligation over
20 years 40,291 40,291
--------- ---------
Postretirement Expense $103,415 $93,176
========= =========
The discount rate used in determining the accumulated postretirement benefit
obligation was 7 percent. Due to the capping of the insurance premium
benefits to retirees, a health care cost scale is not applicable.
NOTE 12 COMMON STOCK AND STOCK OPTION PLAN
The Company maintains a stock option plan (the Plan) pursuant to which 530,000
shares of the Company's common stock may be issued.
The Plan provides for the grant of (1) incentive stock options which satisfy
the requirement of Internal Revenue Code (IRC) Section 422, and (2)
nonqualified 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 nonqualified 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 all or a portion of the spread between the exercise price and the
fair market value of the underlying share at the time of exercise.
Transactions in stock options under the Plan for the three years ended
December 31, 1995, are summarized as follows:
Market Price
Option Price at Grant Date
----------------------- -------------------
Number Per Per
Stock Options of Shares Share Total Share Total
- ---------------------- --------- ------- ---------- -------- ----------
Outstanding,
January 1, 1993 139,300 $1,748,696
Granted 52,000 $12.37 643,240 $12.37 $643,240
Exercised - -
--------- ---------
Outstanding,
December 31, 1993 191,300 2,391,936
Granted 52,000 $14.87 773,240 $14.87 $773,240
Exercised - -
--------- ---------
Outstanding,
December 31, 1994 243,300 3,165,176
Granted 48,000 $12.12 581,760 $12.12 $581,760
Exercised - -
--------- ---------
Outstanding,
December 31, 1995 291,300 $10.37-$17.75 3,746,936
========= =========
45
NOTE 13 LEASE OBLIGATIONS
The Company leases certain equipment under operating leases expiring in
various years through 2000.
Minimum future rental payments under non-cancelable operating leases
having remaining terms in excess of one year as of December 31, 1995, are
summarized as follows:
Year Ending December 31, Amounts
--------
1996 $139,683
1997 110,087
1998 80,110
1999 47,987
2000 19,762
--------
$397,629
========
Rental expense under all operating leases amounted to $398,345, $463,887
and $532,849 for the years ended December 31, 1995, 1994 and 1993,
respectively.
NOTE 14 BUSINESS SEGMENT DATA
Information about the Company's operations in different industries for
each of the three years ended December 31 is as follows (amounts in
thousands):
1995 1994 1993
---------- ---------- ----------
Revenues:
Citrus $ 8,819 $ 8,175 $10,719
Real Estate 7,743 16,528 15,780
General, Corporate and Other 7,122 4,023 967
---------- ---------- ----------
$23,684 $28,726 $27,466
Income (Loss): ========== ========== ==========
Citrus $ 629 $ 86 $ 2,286
Real Estate 2,889 9,637 2,184
General, Corporate and Other 3,602 508 ( 2,657)
---------- ---------- ----------
$ 7,120 $10,231 $ 1,813
Identifiable Assets: ========== ========== ==========
Citrus $17,866 $17,349 $17,313
Real Estate 35,349 40,813 35,728
General, Corporate and Other 6,478 3,373 5,967
Net Assets from Discontinued Resort
Operations (Note 2) - - 6,807
---------- ---------- ----------
$59,693 $61,535 $65,815
========== ========== ==========
Depreciation and Amortization:
Citrus $ 412 $ 329 $ 355
Real Estate 648 682 706
General, Corporate and Other 35 40 40
---------- ---------- ----------
$ 1,095 $ 1,051 $ 1,101
========== ========== ==========
Capital Expenditures:
Citrus $ 580 $ 750 $ 725
Real Estate 593 619 432
General, Corporate and Other 29 17 35
---------- ---------- ----------
$ 1,202 $ 1,386 $ 1,192
========== ========== ==========
Income (loss) represents income before income taxes and minority
interest. 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, mortgage notes receivable and
property, plant and equipment.
46
NOTE 15 RELATED PARTIES
Baker, Fentress & Company, a publicly owned, closed-end investment
company, owned approximately 79 percent of the Company's outstanding
common stock at December 31, 1995 and 1994.
The Company sells, under a participating marketing pool agreement, a
significant portion of its citrus fruit to Citrus World Inc. ("Citrus
World"), an agricultural cooperative of which the Company owns a 4
percent equity interest. Citrus World is a citrus grower and the owner
of a citrus processing plant in Lake Wales, Florida. Citrus World pools
its own fruit with the fruit purchased from the Company and other citrus
growers, processes the pooled fruit and sells the products produced.
Each participant in the pool, including Citrus World, shares ratably in
the proceeds from the sale of said products, net of Citrus World's
actual processing and marketing costs, plus a per-unit handling fee.
Citrus World makes periodic payments to all participants on their pro-
rata share of net sales proceeds and makes final payment after all the
products in the pool have been sold. During the years 1995, 1994 and
1993, the Company's pro rata shares of said net sales proceeds under
the above pooling agreement amounted to $2,912,415, $2,993,457, and
$4,086,996, respectively.
A note payable in the amount of $2,567,248 and $2,596,386 at December
31, 1995 and 1994, respectively, was payable to an affiliate partner in
a joint venture with Indigo Group Ltd.
47
QUARTERLY FINANCIAL DATA (Unaudited)
(In Thousands except per share Amounts)
March 31, June 30, September 30, December 31,
1995 1994 1995 1994 1995 1994 1995 1994
------ ------ ------ ------ ------ ------ ------ ------
Revenues:
Citrus $3,721 $3,594 $2,052 $2,599 $ 21 $ 30 $3,025 $1,952
Real Estate 901 4,394 1,657 1,895 1,380 1,835 3,805 8,404
Undeveloped Real Estate 60 31 1,426 356 1 593 3,231 420
Interest and Other
Income 173 43 106 49 180 ( 135) 1,945 2,667
------ ------ ------ ------ ------ ------ ------ ------
4,855 8,062 5,241 4,899 1,582 2,323 12,006 13,443
------ ------ ------ ------ ------ ------ ------ ------
Cost and Expenses:
Citrus 3,493 2,904 1,799 2,685 449 468 2,449 2,032
Real Estate 822 1,645 1,307 1,184 1,157 1,249 1,568 2,814
General and
Administrative 964 1,058 917 950 831 1,014 808 493
------ ------ ------ ------ ------ ------ ------ ------
5,279 5,607 4,023 4,819 2,437 2,731 4,825 5,339
------ ------ ------ ------ ------ ------ ------ ------
Income(Loss) Before
Minority Interest ( 424) 2,455 1,218 80 ( 855) ( 408) 7,181 8,104
Minority Interest 9 16 8 4 12 10 7 7
------ ------ ------ ------ ------ ------ ------ ------
Income (Loss) From
Continuing Operations
Before Income Taxes ( 415) 2,471 1,226 84 ( 843) ( 398) 7,188 8,111
Income Taxes
(Note 4) 160 ( 828) ( 456) ( 31) 334 139 (2,774) (3,058)
Income (Loss) from ------ ------ ------ ------ ------ ------ ------ ------
Continuing
Operations ( 255) 1,643 770 53 ( 509) ( 259) 4,414 5,053
Income (Loss) from
Discontinued Resort
Operations, Net of
Income Taxes
(Note 2) - 146 - ( 51) - ( 229) - ( 1)
------ ------ ------ ------ ------ ------ ------ ------
Net Income (Loss) $( 255) $1,789 $ 770 $ 2 $( 509) $ (488) $4,414 $5,052
Per Share Amounts
Income (Loss) from
Continuing
Operations ($0.04) $0.26 $ 0.12 $ .01 ($0.08) $(0.04) $0.71 $0.81
Income (Loss) from
Discontinued
Operations, Net of
Tax - 0.02 - (0.01) - (0.04) - -
Net Income (Loss) ------ ------ ------ ------ ------ ------ ------ ------
Per Share $(0.04) $0.28 $0.12 $ - $(0.08) $(0.08) $ 0.71 $0.81
====== ====== ====== ====== ====== ====== ====== ======
48
Management's Discussion and Analysis
Results of Operations
1995 Compared to 1994
Citrus Operations
Profits from citrus operations improved significantly for the year ended
December 31, 1995 when compared to 1994's calendar year results. Profits of
$628,829 posted in 1995 compare to prior year profits totalling $86,298. The
gain in earnings was achieved on an 8% gain in revenue on the strength of a 7%
increase in fruit harvested and sold. Also contributing to the gain in
profitability was a 12% rise in fresh fruit pricing. During calendar year
1995, 1,021,000 boxes of fruit were sold, compared to one year earlier
production of 956,000 boxes. Production and selling costs are down on a per
box basis primarily due to lower grove care costs per box, but rose 1% overall
due to the higher fruit volume harvested in 1995.
Real Estate Operations
Real estate operating profits for 1995's twelve months fell 70% to $2,888,594
on a 53% reduction in revenues. This downturn can be directly traced to lower
commercial sales volume. During 1995 commercial sales totalled 97 acres. This
volume compares to the 467 commercial acres sold during 1994. Real estate costs
and expenses decreased 30% during the period as a result of the lower sales
volume.
Forestry operating profits jumped threefold to over $700,000 on increased
harvesting and pricing along with cost reductions achieved through
restructuring. Increased occupancy levels coupled with higher lease rates at
the Company's income properties generated an over $100,000 profit improvement.
Further cost reductions from closed-down residential operations provided an
additional $75,000 to the bottom line. Revenues realized from subsurface
interests were in line with prior year results.
General, Corporate and Other
Profits on the sale of undeveloped real estate interests increased to
$4,718,248 on the sale of 1,218 acres in Highlands County, Florida. During
1994 profits of $1,399,711 were recognized on the sale of 129 acres and the
release of surface entry rights on 8,340 acres. Interest and other income
realized in 1995 totaled $2,404,063, representing an 8% decline from the total
posted in 1994. Interest and other income for 1995's calendar year included
the sale of 142 acres of citrus groves and lakefront property in Highlands
County generating a profit of $1,740,000. Results for 1994 included profit of
$2,380,000 on the sale of 225 acres of property and the sale of the water and
sewer utility plant at the Tomoka Heights residential community, both located
in Highlands County. Interest generated on mortgage notes receivable from year
end 1994 commercial closings, and investments added an additional $445,000 of
income during 1995 when compared to 1994. General and administrative
expenses were substantially in line with prior year results.
With the sale of the resort properties in July of 1994, the results of resort
operations have been reported separately as discontinued operations, net of
tax.
49
MANAGEMENT'S DISCUSSION AND ANALYSIS
Results of Operations
1994 Compared to 1993
Citrus Operations
Citrus operations profits fell 96% for the year ended December 31, 1994 to
$86,298 from profits of $2,286,160 posted one year earlier. The downturn in
profits was the result of a 16% decline in fruit harvested and sold for the
year, with a total of 956,000 boxes sold in calendar year 1994 compared to
1,144,000 boxes for the twelve-month period of 1993. This production decline
led to a fall in revenues of 24% to $8,174,816. Also contributing to the
revenue and profit reduction was a decline in the percentage of fruit sold as
higher profit margin fresh fruit, with 40% of fruit sold fresh in 1994 compared
to 1993's percentage of 43%. Pricing for both fresh and processed fruit
remained stable during 1994. Selling and production expenses decreased 4%
during the period on the lower fruit volume, but on a per box basis were higher
due to fixed and semi-variable costs being absorbed over the lower volume.
Real Estate Operations
Results from real estate operations improved dramatically for the twelve-month
period of 1994 with a 341% gain in profit to $9,637,248. This profit compares
to the $2,183,659 bottom line posted in 1993. Revenues increased 5% during the
period to $16,528,217, but represent a significant change in make up with
revenues previously generated from the closed-down residential operations being
replaced by higher profit margin commercial transactions in 1994. Closings on
467 commercial acres for the year 1994 produced revenues of $12,321,509
compared to 1993 sales of 148 acres generating total revenues of $4,766,283.
The close down of residential operations improved results from this activity
54%.
Income properties produced breakeven results in 1994, representing a
substantial improvement over 1993's $230,000 loss, as revenues from income
properties increased 10% on overall higher occupancy. Results from forestry
operations improved 108% on a 52% jump in revenues due to increased harvesting.
Revenues from subsurface interests fell modestly during the period.
General Corporate and Other
Profits on the sale of undeveloped real estate interests increased 345% to
$1,399,711 on the sale of 129 acres and release of surface entry rights on
8,340 acres in 1994. The sale of 15 acres and the releases of surface entry
rights on 3,837 acres generated profits of $314,403 in 1993. Interest and
other income produced profits of $2,623,447 for 1994's calendar year. The sale
of 225 acres of citrus groves and lakefront property in Highlands County and
the sale of the water and sewer system at the Tomoka Heights residential
development in Highlands County provided $2,380,000 of this profit. 1993's
interest and other income included profits of $400,000 generated on the sale of
three income properties. General and administrative expenses were down 3% in
1994 primarily due to lower interest expense on decreased borrowings.
With the sale of the resort properties on July 14, 1994, the results of resort
operations have been reported separately as discontinued operations, net of
tax. The sale of the property, for a cash price of $7,175,000, resulted in a
pre-tax loss of $111,804, $69,732 net of tax.
In 1993, the Company adopted Financial Accounting Standards No. 109 resulting
in a $329,442 addition to net income from the cumulative effect of a change in
accounting principle.
50
Financial Position
Earnings of $4,420,007, equivalent to $.71 per share, for the year ended
December 31, 1995 were solid, although below prior year levels of $6,354,790,
equivalent to $1.01 per share. Cash flow generated from these earnings helped
to further strengthen the Company's financial position with debt reduction
achieved during 1995's calendar year amounting to over $4 million. Cash flow
also provided funds to pay dividends totalling $2,817,572, equivalent to $.45
per share, a 29% increase over dividends paid of $.35 for calendar year 1994.
Total net cash flow was a negative $299,716, with operating activities
providing $4,803,203, investing activities providing $1,766,638 and financing
activities using funds totalling $6,869,557 including the debt reduction and
dividend payments. Proceeds from the sale of property, plant and equipment,
which primarily was the sale of 142 acres of citrus groves and lakefront
property in Highlands County and the sale of the 18,000-square-foot shopping
center in Spring Hill, contributed $3,193,387 to investing activities.
Offsetting this source of funds from investing activities were funds amounting
to $1,201,509 expended for the acquisition of property, plant and equipment.
These expenditures included $420,000 for the Winn Dixie grocery store expansion
at the Mariner Village shopping center in Spring Hill, Florida, $300,000 for
citrus building and equipment additions and replacements and $270,000 for
citrus grove additions. Total capital outlays projected for 1996 are estimated
to be $3,850,000. The majority of these funds, $3,000,000, are for
development at the mixed-use Ladies Professional Golf Association (LPGA)
project. An additional $500,000 is estimated for citrus operations building
and equipment additions and replacements.
Citrus operations for 1995 posted substantially improved bottom line results
over prior year. These results were achieved primarily from the large crop
for the 1995-1996 season, which began being harvested in October of 1995, and
stronger fresh fruit pricing. The 1995-1996 crop is estimated at 1,300,000
boxes which represents a significant increase over the 1994-1995 crop totalling
930,000 boxes. Fruit volume is expected to continue in this higher range as
the 1,600 acres of groves planted during 1989-1992 move toward maturity
and their prime fruit-bearing years. The groves which approximate 4,300 acres
are in excellent overall condition, with no negative effects from the cold
weather experienced in late 1995 and early 1996. The acreage sold during the
past two years accounts for only a small portion of fruit production and will
have little impact on future results. Pricing for the near future is expected
to be stable as lower statewide processed fruit inventories have helped to
strengthen both processed and fresh fruit pricing.
Real estate development efforts continue to be centered on the LPGA mixed-use
development in Daytona Beach. The interchange at I-95 and LPGA Boulevard
opened for use in early 1996. The opening of the interchange, which is
surrounded by Company-owned lands, is expected to attract significant sales
interest. The second golf course, which is located in the southern half of the
LPGA project, is in the early stage of development as land clearing has
commenced. The clubhouse and resort facilities are also in the design phase
with construction projected to begin by mid to late 1996. The Company will
donate the land for the golf course to the City of Daytona Beach and will the
sell the land for the clubhouse and resort facilities to a third-party entity
who will manage and operate the golf course and resort facilities. The first
residential units within the development have been completed, with several
additional units under construction, contract or reservation. Commercial
contract backlog is strong with $11.8 million scheduled to close in 1996,
including a $900,000 transaction which closed in January.
The Company intends to continue to focus on its core citrus and real estate
operations. The near future for these two areas looks bright. The projected
increased fruit volume and stronger pricing in citrus coupled with the strong
commercial real estate sales backlog and development activity, attracting
increased commercial sales interest, should support continued Company
profitability.
51
COMMON STOCK PRICES AND DIVIDENDS
Effective September 1, 1992, the company's common stock began trading on
the American Stock Exchange (AMEX) under the symbol CTO. The Company has paid
dividends annually on a continuous basis since 1976, the year in which its
initial dividends were paid. The following table summarizes aggregate annual
dividends paid (on a semi-annual basis) over the five years ended December 31,
1995.
1991 $.20
1992 .20
1993 .30
1994 .35
1995 .45
These per-share amounts have been adjusted for the 10% Stock Dividend
distributed on August 17, 1992 to shareholders of record on July 15, 1992.
Indicated below are high and low sales prices for the quarters of the last
two fiscal years. All quotations represent actual transactions.
1995 1994
--------------- ---------------
High Low High Low
------ ------ ------ ------
First Quarter 14-3/8 11-1/2 15-5/8 14
Second Quarter 16 13-1/2 14-5/8 13
Third Quarter 16-1/2 13-1/4 13-1/2 12-1/4
Fourth Quarter 17-1/4 15-1/8 13-3/4 11-7/8
Approximate number of shareholders of record as of December 31, 1995
(without regard to shares held in nominee or street name): 300
52
EXHIBIT 21
Subsidiaries of the Registrant
Percentage of
Organized voting securities
under owned by
laws of immediate parent
Consolidated-Tomoka Land Co. (registrant) Florida --
Placid Utilities Company Florida 100.0
Indigo Group Inc. Florida 100.0
Indigo Group Ltd. Florida 99.0*
(A Limited Partnership)
Indigo Development Inc. Florida 100.0
Palms Del Mar, Inc. Florida 100.0
*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 general
partner, is the managing partner of the partnership, and owns 1.0% of the
partnership equity.
All subsidiaries are included in the Consolidated Financial Statements of the
Company and its subsidiaries appearing elsewhere herein.
53
EXHIBIT 23.1
REX MEIGHEN & CO.
509 South Hyde Park Avenue
Tampa, Florida 33606
813-251-1010
FAX 813-251-9235
CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation, by reference in the annual report of
Consolidated-Tomoka Land Co. and subsidiaries on Form 10K, of our report dated
February 10, 1994 on the audit of the consolidated financial statements of
Consolidated-Tomoka Land Co. and subsidiaries as of December 31, 1993 and for
the year ended December 1993, contained in the Company's annual report to
shareholders for the calendar year 1995.
Rex Meighen & Company
Tampa, Florida
March 25, 1996
54
EXHIBIT 23.2
ARTHUR ANDERSEN LLP
101 E. Kennedy Blvd.
Tampa, Florida 33602
813-222-4600
FAX 813-229-6229
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation our report incorporated by reference in this Form
10-K, into the Company's previously filed Registration Statements on Form S-8
(Files 33-62679 (prior registration number 33-50954)).
Arthur Andersen LLP
Tampa, Florida
March 25, 1996
55