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 April 17, 2003 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) 149 South Ridgewood Avenue Daytona Beach, FL 32114 (Address of principal executive offices) (Zip Code) (386)255-7558 (Registrant's telephone number, including area code)1 FORM 8-K, April 17, 2003 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 Items 9 and 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 Press Release issued April 17, 2003. Item 9. Regulation FD Disclosure and Item 12. Results of Operations and Financial Conditions. On April 17, 2003, Consolidated-Tomoka Land Co., a Florida Corporation, issued a press release relating to the Company's earnings for the first quarter of fiscal year 2003. A copy of the press release is furnished as part of this report pursuant to Items 9 and 12 of this Form 8-K. 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: April 17, 2003 By:/S/ William H. McMunn ------------------------ William H. McMunn, President and Chief Executive Officer Date: April 17, 2003 By:/S/ Bruce W. Teeters ----------------------- Bruce W. Teeters, Senior Vice President - Finance and Treasurer Chief Financial Officer
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PRESS RELEASE For Immediate Release Date: April 17, 2003 Contact: Bruce W. Teeters, Sr. Vice President Phone: (386) 255-7558 Facsimile: (386) 239-0555 CONSOLIDATED TOMOKA ANNOUNCES FIRST QUARTER EARNINGS DAYTONA BEACH, FLORIDA - Consolidated-Tomoka Land Co. (AMEX CTO) today reported net income of $.31 per share and earnings before depreciation and deferred taxes (EBDDT) of $.53 per share and for the quarter ended March 31, 2003. The comparable numbers for the first quarter of 2002 were a net loss of $.02 per share and EBDDT of $.00 per share. EBDDT is being provided to reflect the impact of the Company's business strategy of investing in income properties utilizing tax deferred exchanges. 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 H. McMunn, president and chief executive officer, stated, "First quarter operating results were favorably impacted by several land sales closings and higher lease revenues generated by income properties. Interest in Company lands for all aspects of real estate uses remains strong." Consolidated-Tomoka Land Co. is a Florida based Company primarily engaged in the real estate industry. Real estate operations include development of land holdings in the Daytona Beach area and the management of income properties strategically located in Florida's rapid growth areas.# # # 1 EARNINGS NEWS RELEASE QUARTER ENDED -------------------------- March 31, March 31, 2003 2002 ------------ ------------ REVENUES $5,923,043 $2,711,001 NET INCOME (LOSS) $1,732,699 ($119,229) BASIC & DILUTED EARNINGS PER SHARE: NET INCOME (LOSS) $0.31 ($0.02) RECONCILIATION OF NET INCOME TO EARNINGS BEFORE DEPRECIATION AND DEFERRED TAXES QUARTER ENDED -------------------------- March 31, March 31, 2003 2002 ------------ ------------ NET INCOME (LOSS) $1,732,699 ($119,229) ADD BACK: DEPRECIATION 292,352 198,622 DEFERRED TAXES 960,262 (84,975) EARNINGS BEFORE DEPRECIATION AND ------------ ------------ DEFERRED TAXES $2,985,313 ($5,582) ============ ============ EBDDT PER SHARE $0.53 ($0.00) EBDDT - EARNINGS BEFORE DEPRECIATION AND DEFERRED TAXES. EBDDT IS NOT A MEASURE OF OPERATING RESULTS OR CASH FLOWS FROM OPERATING ACTIVITIES AS DEFINED BY GENERALLY ACCEPTED ACCOUNTING PRINCIPLES. FURTHER, EBDDT IS NOT NECESSARILY INDICATIVE OF CASH AVAILABILITY TO FUND CASH NEEDS AND SHOULD NOT BE CONSIDERED AS AN ALTERNATIVE TO CASH FLOW AS A MEASURE OF LIQUIDITY. THE COMPANY BELIEVES, HOWEVER, THAT EBDDT PROVIDES RELEVANT INFORMATION ABOUT OPERATIONS AND IS USEFUL, ALONG WITH NET INCOME, FOR AN UNDERSTANDING OF THE COMPANY'S OPERATING RESULTS. EBDDT IS CALCULATED BY ADDING DEPRECIATION AND DEFERRED INCOME TAXES TO NET INCOME AS THEY REPRESENT NON-CASH CHARGES. 2 CONSOLIDATED-TOMOKA LAND CO. CONSOLIDATED BALANCE SHEETS (Unaudited) March 31, December 31, 2003 2002 ------------ ----------- ASSETS Cash $ 71,181 1,019,976 Restricted Cash 2,734,293 12,339,527 Investment Securities 4,823,416 5,013,224 Notes Receivable 9,486,806 9,640,676 Real Estate Held for Development and Sale 8,913,025 7,453,628 Refundable Income Taxes 718,858 815,503 Other Assets 3,286,593 3,684,860 ---------- ---------- $30,034,172 39,967,394 ---------- ---------- Property, Plant and Equipment: Land, Timber and Subsurface Interests $ 1,994,628 1,958,550 Golf Buildings, Improvements and Equipment 11,259,631 11,259,631 Income Properties Land, Buildings and Improvements 36,013,571 22,964,712 Other Furnishings and Equipment 889,847 886,767 ---------- ---------- Total Property, Plant and Equipment 50,157,677 37,069,660 Less Accumulated Depreciation and Amortization (3,003,344) (2,710,992) ---------- ---------- Net - Property, Plant and Equipment 47,154,333 34,358,668 ---------- ---------- TOTAL ASSETS $77,188,505 74,326,062 ========== ========== LIABILITIES Accounts Payable $ 131,566 304,480 Accrued Liabilities 3,140,766 3,085,131 Deferred Income Taxes 9,803,990 8,843,728 Notes Payable 9,752,061 9,235,072 ---------- ---------- TOTAL LIABILITIES 22,828,383 21,468,411 ---------- ---------- SHAREHOLDERS' EQUITY Common Stock 5,615,579 5,615,579 Additional Paid in Capital 887,547 835,750 Retained Earnings 48,623,369 47,171,449 Accumulated Other Comprehensive Loss (766,373) (765,127) ---------- ---------- TOTAL SHAREHOLDERS' EQUITY 54,360,122 52,857,651 ---------- ---------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $77,188,505 $74,326,062 ========== ========== 3 "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, 2003, 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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