SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 20, 2004 Date of Report (Date of earliest event reported) CONSOLIDATED-TOMOKA LAND CO. (exact name of registrant as specified in its charter) FLORIDA (State or other jurisdiction of incorporation) 0-5556 59-0483700 (Commission File Number) (IRS Employer Identification Number) 1530 Cornerstone Boulevard, Suite 100 Daytona Beach, Florida 32117 (Address of principal executive offices) (Zip Code) (386)274-2202 (Registrant's telephone number, including area code) PAGE> 1 FORM 8-K, October 19, 2004 CONSOLIDATED-TOMOKA LAND CO. COMMISSION FILE NO. 0-5556 EMPLOYER ID NO. 59-0483700 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits The following exhibit is furnished herewith pursuant to Item 12 of this Report and shall not be deemed to be "filed" for any purpose, including for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. ( c ) Exhibits. 99.1 Press Release issued October 18, 2004 Item 12. Results of Operations and Financial Condition. On October 18, 2004, Consolidated-Tomoka Land Co., a Florida Corporation, issued a press release relating to the Company's earnings for the three months and nine months ended September 30, 2004. A copy of the press release is furnished as an exhibit to this report. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CONSOLIDATED-TOMOKA LAND CO. Date: October 20, 2004 By:/S/Bruce W. Teeters ---------------------- Bruce W. Teeters, Senior Vice President - Finance and Treasurer Chief Financial Officer2
PRESS RELEASE For Immediate Release Date: October 18, 2004 Contact: Bruce W. Teeters, Sr. Vice President Phone: (386) 274-2202 Facsimile:(386) 274-1223 CONSOLIDATED TOMOKA ANNOUNCES THIRD QUARTER EARNINGS DAYTONA BEACH FLORIDA - Consolidated-Tomoka Land Co. (AMEX CTO) announced today net income of $732,535 or $.13 per share and earnings before depreciation, amortization and deferred taxes (EBDDT) of $1,120,425 or $.20 per share for the quarter ended September 30, 2004. The comparable numbers for the third quarter of 2003 were a net loss of $110,600 or $.02 per share and EBDDT of $382,508 or $.07 per share. For the nine months ended September 30, 2004, net income totaled $1,092,529 or $.19 per share, compared with net income of $1,390,043 or $.25 per share in 2003. EBDDT totaled $2,303,698 or $.41 per share in 2004's first nine months, compared with $3,125,680 or $.56 per share in 2003 for the same period. EBDDT is being provided to reflect the impact of the Company's business strategy of investing in income properties. This strategy generates significant amounts of depreciation and deferred taxes. The Company believes EBDDT is useful, along with net income, to understanding the Company's operating results. William McMunn, president and chief executive officer, stated, "Third quarter operating results were favorably impacted by higher land sales profit compared with the 2003 same period. We continue to increase our holdings of income-generating properties and reported increased revenues from net-lease properties this quarter. This included five free-standing properties acquired in the first half of 2004. Management is concentrating on closing a back log of pending contracts prior to December 31, 2004. As we convert our portfolio of land to income properties, we expect to create a more predictable revenue stream going forward. " Consolidated-Tomoka Land Co. is a Florida-based Company primarily engaged in the real estate industry. Real estate operations include investment in and development of land holdings in the Daytona Beach area and the ownership of income properties strategically located in rapid-growth areas in Florida and Atlanta, Georgia.3 EARNINGS NEWS RELEASE QUARTER ENDED -------------------------- SEPTEMBER 30, SEPTEMBER 30, 2004 2003 ----------- ----------
REVENUES $4,194,731 $2,753,871 NET INCOME (LOSS) $732,535 ($110,600) BASIC & DILUTED EARNINGS PER SHARE: NET INCOME(LOSS) $0.13 ($0.02) NINE MONTHS ENDED -------------------------- SEPTEMBER 30, SEPTEMBER 30, 2004 2003 ---------- ---------- REVENUES $12,345,077 $11,790,194 NET INCOME $1,092,529 $1,390,043 BASIC & DILUTED EARNINGS PER SHARE: NET INCOME $0.19 $0.25 4 RECONCILIATION OF NET INCOME TO EARNINGS BEFORE DEPRECIATION, AMORTIZATION, AND DEFERRED TAXES QUARTER ENDED ----------- ------------ SEPTEMBER 30, SEPTEMBER 30, 2004 2003 ----------- ------------ Net Income (Loss) $ 732,535 ($110,600) Add Back: Depreciation and Amortization 348,465 252,037 Deferred Taxes 39,425 241,071 --------- -------- Earnings Before Depreciation, Amortization, and Deferred Taxes $ 1,120,425 $382,508 ========== ======== EBDDT Per Share $0.20 $0.07 ==== ===== RECONCILIATION OF NET INCOME TO EARNINGS BEFORE DEPRECIATION, AMORTIZATION AND DEFERRED TAXES NINE MONTHS ENDED ----------------------------- SEPTEMBER 30, SEPTEMBER 30, 2004 2003 ------------ ------------ Net Income $ 1,092,529 $ 1,390,043 Add Back: Depreciation and Amortization 964,412 802,215 Deferred Taxes 246,757 933,422 ---------- ---------- Earnings Before Depreciation, Amortization, and Deferred Taxes $ 2,303,698 $ 3,125,680 ========== ========== EBDDT Per Share $0.41 $0.56 ==== ==== EBDDT - Earnings Before Depreciation, Amortization, and Deferred Taxes. EBDDT is not a measure of operating results or cash flows from operating activities as defined by accounting principles generally accepted in the United States of America. Further, EBDDT is not necessarily indicative of cash availability to fund cash needs and should not be considered as an alternative to cash flow as a measure of liquidity. The Company believes, however, that EBDDT provides relevant information about operations and is useful, along with net income, for an understanding of the Company's operating results. EBDDT is calculated by adding depreciation, amortization, and deferred income taxes to net income as they represent non-cash charges.
5 CONSOLIDATED-TOMOKA LAND CO. CONSOLIDATED BALANCE SHEET (Unaudited) September 30, December 31, 2004 2003 ------------ ----------- ASSETS Cash $ 923,143 $ 1,026,210 Restricted Cash 1,590,973 19,359,098 Investment Securities 3,128,029 3,891,697 Notes Receivable 6,617,918 9,150,217 Real Estate Held for Development and Sale 13,037,190 11,659,581 Intangible Assets 2,765,904 1,270,307 Other Assets 2,365,659 2,665,653 ---------- ---------- $30,428,816 $49,022,763 ---------- ---------- Property, Plant and Equipment: Land, Timber and Subsurface Interests $ 1,997,085 $ 1,984,529 Golf Buildings, Improvements and Equipment 11,320,964 11,277,853 Income Properties Land, Buildings and Improvements 58,708,711 38,442,481 Other Furnishings and Equipment 960,346 954,575 ---------- ---------- Total Property, Plant and Equipment 72,987,106 52,659,438 Less Accumulated Depreciation and Amortization (4,450,490) (3,776,223) ---------- ---------- Net - Property, Plant and Equipment 68,536,616 48,883,215 ---------- ---------- TOTAL ASSETS $98,965,432 $97,905,978 ========== ========== LIABILITIES Accounts Payable $ 176,125 $ 105,922 Accrued Liabilities 4,378,941 3,510,824 Income Taxes Payable 469,127 25,868 Deferred Income Taxes 17,591,256 17,344,499 Deferred profit 1,131,135 1,131,135 Notes Payable 9,255,460 10,129,951 ---------- ---------- TOTAL LIABILITIES 33,002,044 32,248,199 ---------- ---------- SHAREHOLDERS' EQUITY Common Stock 5,636,936 5,623,442 Additional Paid in Capital 1,751,612 1,514,339 Retained Earnings 59,152,036 59,129,692 Accumulated Other Comprehensive Loss ( 577,196) ( 609,694) ---------- ---------- TOTAL SHAREHOLDERS' EQUITY 65,963,388 65,657,779 ---------- ---------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $98,965,432 $97,905,978 ========== ==========
6 "Safe Harbor" Certain statements contained in this press release (other than the financial statements and statements of historical fact), are forward- looking statements. The words "believe," "estimate," "expect," "intend," "anticipate," "will," "could," "may," "should," "plan," "potential," "predict," "forecast,"and similar expressions and variations thereof identify certain of such forward-looking statements, which speak only as of the dates on which they were made. Forward-looking statements are made based upon management's expectations and beliefs concerning future developments and their potential effect upon the Company. There can be no assurance that future developments will be in accordance with management's expectations or that the effect of future developments on the Company will be those anticipated by management. The Company wishes to caution readers that the assumptions which form the basis for forward-looking statements with respect to or that may impact earnings for the year ended December 31, 2004, and thereafter include many factors that are beyond the Company's ability to control or estimate precisely. These risks and uncertainties include, but are not limited to, the market demand of the Company's real estate parcels, income properties, timber and other products; the impact of competitive real estate; changes in pricing by the Company or its competitors; the costs and other effects of complying with environmental and other regulatory requirements; losses due to natural disasters; and changes in national, regional or local economic and political conditions, such as inflation, deflation, or fluctuation in interest rates. While the Company periodically reassesses material trends and uncertainties affecting its results of operations and financial condition, the Company does not intend to review or revise any particular forward-looking statement referenced herein in light of future events.
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