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 February 8, 2005 Date of Report (Date of earliest event reported) CONSOLIDATED-TOMOKA LAND CO. (exact name of registrant as specified in its charter) FLORIDA 0-5556 59-0483700 (State or other (IRS Employer jurisdiction Identification of incorporation) (Commission File Number) 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) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) PAGE> 1 FORM 8-K, February 8, 2005 CONSOLIDATED-TOMOKA LAND CO. COMMISSION FILE NO. 0-5556 EMPLOYER ID NO. 59-0483700 Item 2.02. Results of Operations and Financial Condition. On February 8, 2005, Consolidated-Tomoka Land Co., a Florida Corporation, issued a press release relating to the Company's earnings for the quarter and year ended December 31, 2004. A copy of the press release is furnished as an exhibit to this report. Item 9.01. Financial Statements and Exhibits The following exhibit is furnished herewith pursuant to Item 2.02 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 February 8, 2005 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: February 8, 2005 By:/S/Bruce W. Teeters ---------------------- Bruce W. Teeters, Senior Vice President - Finance and Treasurer Chief Financial Officer2
EXHIBIT 99.1 PRESS RELEASE For Immediate Release Date: February 8, 2005 Contact: Bruce W. Teeters, Sr. Vice President Phone: (386) 274-2202 Facsimile:(386) 274-1223 CONSOLIDATED TOMOKA REPORTS 2004 EARNINGS DAYTONA BEACH FLORIDA - Consolidated-Tomoka Land Co. (AMEX CTO) today reported record net income of $14,651,739 or $2.60 per share for the year ended December 31, 2004 and record earnings before depreciation, amortization, and deferred taxes (EBDDT) of $24,586,030 or $4.36 per share for such period. The comparable numbers for 2003 were net income of $13,194,395 or $2.35 per share and EBDDT of $22,815,319 or $4.06 per share. 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 H. McMunn, president and chief executive officer, stated, "Record earnings were recorded for a third consecutive year. Real estate sales for the year were in excess of $32.0 million, an all-time high, including an approximate $18.0 million sale of acreage around the Legends golf course, several commercial parcels, and a hotel resort parcel, all within or adjacent to the LPGA International Community. The Company has just completed its fourth year of aggressively transforming the Company's principal assets, silviculture land, into a portfolio of diversified income properties. Five additional properties were acquired during 2004, and a Lowe's Home Improvement Center was acquired in January of this year. Our portfolio of net lease properties now totals over $70.0 million." 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 management of income properties strategically located in rapid-growth areas in Florida and the Southeast. Visit our website at www.consolidatedtomoka.com1 EARNINGS NEWS RELEASE QUARTER ENDED --------------------------- DECEMBER 31, DECEMBER 31, 2004 2003 ----------- ----------- REVENUES $30,853,269 $23,100,895 NET INCOME $13,559,210 $11,804,352 BASIC & DILUTED EARNINGS PER SHARE: NET INCOME $2.41 $2.10 YEAR ENDED --------------------------- DECEMBER 31, DECEMBER 31, 2004 2003 ----------- ----------- REVENUES $43,198,346 $34,891,089 NET INCOME $14,651,739 $13,194,395 BASIC & DILUTED EARNINGS PER SHARE: NET INCOME $2.60 $2.35
2 RECONCILIATION OF NET INCOME TO EARNINGS BEFORE DEPRECIATION, AMORTIZATION, AND DEFERRED TAXES QUARTER ENDED -------------------------- DECEMBER 31, DECEMBER 31, 2004 2003 ----------- ------------ Net Income $13,559,210 $11,804,352 Add Back: Depreciation and Amortization 379,903 317,938 Deferred Taxes 8,343,219 7,567,349 ---------- ---------- Earnings Before Depreciation, Amortization, and Deferred Taxes $22,282,332 $19,689,639 ========== ========== Weighted Average Number of Shares 5,639,154 5,623,442 ========== ========== EBDDT Per Share $3.95 $3.50 ==== ===== RECONCILIATION OF NET INCOME TO EARNINGS BEFORE DEPRECIATION, AMORTIZATION AND DEFERRED TAXES YEAR ENDED ---------------------------- DECEMBER 31, DECEMBER 31, 2004 2003 ----------- ----------- Net Income $14,651,739 $13,194,395 Add Back: Depreciation and Amortization 1,344,315 1,120,153 Deferred Taxes 8,589,976 8,500,771 ---------- ---------- Earnings Before Depreciation, Amortization, and Deferred Taxes $24,586,030 $22,815,319 ========== ========== Weighted Average Number of Shares 5,635,204 5,619,245 ========== ========== EBDDT Per Share $4.36 $4.06 ==== ==== 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.
3 CONSOLIDATED-TOMOKA LAND CO. CONSOLIDATED BALANCE SHEET DECEMBER 31, DECEMBER 31, 2004 2003 ----------- ----------- ASSETS Cash $ 273,911 $ 1,026,210 Restricted Cash 27,717,882 19,359,098 Investment Securities 3,642,785 3,891,697 Notes Receivable 4,425,252 9,150,217 Land and Development 9,821,988 11,550,909 Intangible Assets 2,726,763 1,270,307 Other Assets 2,034,530 2,665,653 ----------- ---------- $ 50,643,111 $48,914,091 ----------- ---------- Property, Plant and Equipment: Land, Timber and Subsurface Interests $ 2,091,080 $ 2,093,201 Golf Buildings, Improvements and Equipment 11,345,915 11,277,853 Income Properties Land, Buildings and Improvements 58,703,711 38,442,481 Other Furnishings and Equipment 1,228,400 954,575 ----------- ---------- Total Property, Plant and Equipment 73,369,106 52,768,110 Less Accumulated Depreciation and Amortization ( 4,791,243) ( 3,776,223) ----------- ---------- Net - Property, Plant and Equipment 68,577,863 48,991,887 ----------- ---------- TOTAL ASSETS $119,220,974 $97,905,978 =========== ========== LIABILITIES Accounts Payable $ 405,609 $ 105,922 Accrued Liabilities 3,895,125 3,510,824 Income Taxes Payable 658,040 25,868 Deferred Income Taxes 25,934,475 17,344,499 Deferred profit -- 1,131,135 Notes Payable 8,716,976 10,129,951 ----------- ---------- TOTAL LIABILITIES 39,610,225 32,248,199 ----------- ---------- SHAREHOLDERS' EQUITY Common Stock 5,641,722 5,623,442 Additional Paid in Capital 2,176,184 1,514,339 Retained Earnings 72,316,660 59,129,692 Accumulated Other Comprehensive Loss ( 523,817) ( 609,694) ----------- ---------- TOTAL SHAREHOLDERS' EQUITY 79,610,749 65,657,779 ----------- ---------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $119,220,974 $97,905,978 =========== ==========
4 "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, 2005, 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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