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 22, 1999
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)
(904 255-7558)
(Registrant's telephone number, including area code)
1
FORM 8-K, April 22, 1999
CONSOLIDATED-TOMOKA LAND CO.
COMMISSION FILE NO. 0-5556
EMPLOYER ID NO. 59-0483700
Item 2 Acquisition or Disposition of Assets
On April 7, 1999, Consolidated-Tomoka Land Co., completed the
sale of its citrus business, Lake Placid Groves. The
sale for $30,945,000, payable substantially in cash, is subject
to post closing adjustments, which should not materially
affect the stated sales price. The sale price was determined
by arms-length negotiation. The sale resulted in an approximate
gain of $8,000,000 after income taxes.
As previously reported in Form 8-K, filed December 28, 1998, the
assets sold included 3,300 acres of citrus groves, a fresh fruit
packing plant, and all the equipment and rolling stock associated
with the business. The buyer is Lake Placid Groves, L.L.C.,
whose principals include Alton D. Rogers, Lake Placid, Florida
and H. Wade Walker, Lake Wales, Florida.
Item 7. Financial Statements and Exhibits
(b) Pro Forma Financial Information
-------------------------------
The pro forma financial statements listed in the Index
appearing at Page F-1 are filed herewith.
(c) Exhibits
--------
Purchase and sale agreement dated December 28, 1998 between
Alton D. Rogers and H. Wade Walker and Consolidated-Tomoka Land
Co. filed on Form 10-K for the year ended December 31, 1998
and incorporated herein by reference.
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 thereunto duly authorized.
CONSOLIDATED-TOMOKA LAND CO.
Date: April 22, 1999 /s/ Bob D. Allen
----------------------
Bob D. Allen, President
And Chief Executive Officer
Date: April 22, 1999 /s/ Bruce W. Teeters
-----------------------
Bruce W. Teeters, Senior
Vice President - Finance
and Treasurer
Chief Financial Officer
2
INDEX TO UNAUDITED PRO FORMA CONSOLIDATED
FINANCIAL STATEMENTS
The following unaudited Pro Forma Consolidated Financial Statements
give effect to the disposition by Consolidated-Tomoka Land Co.
("C-TLC") of its citrus operations. The Pro Forma Consolidated
Balance Sheet as of March 31, 1999, and the Pro Forma Consolidated
Statements of Income for the three months ended March 31, 1999 and
the year ended December 31, 1998, are based on the historical financial
statements of C-TLC including its citrus operations as of March 31, 1999,
the three month period ending March 31, 1999 and for the year
ended December 31, 1998, respectively, adjusted to give effect to
the disposition.
The Pro Forma Consolidated Financial Statements do not purport
to represent what C-TLC's results of operations or financial
condition would have been had the disposition actually occurred
as of January 1, 1998 or to predict C-TLC's results of operations
or financial condition in the future. These statements are qualified
in their entirety by, and should be read in conjunction with,
the historical consolidated financial statements and the related
notes thereto of C-TLC.
The Pro Forma Consolidated Financial Statements give effect only
to the adjustments set forth in the accompanying notes and do not
reflect any other benefits anticipated by management as a result
of the disposition.
Page
F-2 Pro Forma Consolidated Balance Sheet as of March 31,
1999 (Unaudited)
F-3 Notes to the Pro Forma Consolidated Balance Sheet as of
March 31, 1999 (Unaudited)
F-4 Pro Forma Consolidated Statement of Income for the
three month period ended March 31, 1999 (Unaudited)
F-5 Notes to the Pro Forma Consolidated Statement of Income
for the three month period ended March 31, 1999 (Unaudited)
F-6 Pro Forma Consolidated Statement of Income for the
year ended December 31, 1998 (Unaudited)
F-7 Notes to the Pro Forma Consolidated Statement of Income
for the year ended December 31, 1998 (Unaudited)
F-1
3
PRO FORMA CONSOLIDATED BALANCE SHEET
MARCH 31, 1999
(In Thousands)
(Unaudited)
Historical Adjustments
Historical Citrus for Pro Forma
C-TLC Operations Disposition C-TLC (6)
----------- ----------- ------------ ----------
ASSETS
Cash and Cash Equivalents $ 1,396 $( 1,002) $23,976(1) $24,370
Investment Securities 1,174 1,174
Notes Receivable 9,388 3,050(2) 12,438
Real Estate Held for
Development and Sale 13,529 13,529
Deferred Income Taxes 265 1,561 1,826
Net Investment in Direct
Financing Lease 520 520
Other Assets 6,358 ( 5,043) 1,315
Property, Plant & Equipment 18,649 (11,203) 7,446
------ ------- ------- ------
$51,279 $(15,687) $ 27,026 $62,618
======= ======== ======= =======
LIABILITIES
Accounts Payable $ 354 $( 311) $ $ 43
Income Taxes Payable 219 4,711 (3) 4,930
Notes Payable 11,512 11,512
Accrued Liabilities 5,869 ( 1,004) 200 (4) 5,065
-------- ------- ------ -------
$17,954 $( 1,315) $ 4,911 $21,550
-------- ------- ------- -------
SHAREHOLDERS' EQUITY
Common Stock $ 6,372 $ $ $ 6,372
Additional Paid-in Capital 3,793 3,793
Retained Earnings 23,160 (14,372) 22,115 (5) 30,903
-------- -------- ------- -------
Total Shareholders' Equity 33,325 (14,372) 22,115 41,068
-------- -------- ------- -------
Total Liabilities and
Shareholders' Equity $ 51,279 $ (15,687) $ 27,026 $62,618
======== ======== ======= =======
F-2
4
NOTES TO THE PRO FORMA CONSOLIDATED BALANCE SHEET
MARCH 31, 1999
(Unaudited)
(1) Reflects the portion of the purchase price received
in cash.
(2) Reflects the portion of the purchase price received
in mortgage notes.
(3) Reflects the estimated effect on taxes payable resulting
from the gain on the disposition.
(4) Reflects estimated costs on the disposition.
(5) Reflects the recorded gain less the tax effect:
Cash received 23,976
Mortgage notes received 3,050
Net assets disposed (14,372)
Estimated costs of disposition ( 200)
-------
Recorded Gain Before Taxes 12,454
Tax effect ( 4,711)
-------
Recorded gain, after taxes 7,743
Net assets disposed 14,372
-------
Increase in retained earnings 22,115
=======
(6) Reflects historical Consolidated-Tomoka Land Co.,
less historical citrus operations, as adjusted for
the disposition.
F-3
5
PRO FORMA CONSOLIDATED STATEMENT OF INCOME
For the Three Months Ended March 31, 1999
(In Thousands Except Per Share Amounts)
(Unaudited)
Historical
Historical Citrus Pro Forma
C-TLC Operations C-TLC (6)
----------- ----------- ------------
Income:
Citrus Operations
Sales and Other Income $ 5,157 $( 5,157) $ --
Costs and Other Expenses (3,152) 3,152 --
------- ------- -----
2,005 ( 2,005) --
------- ------- -----
Real Estate Operations
Sales and Other Income 1,287 1,287
Costs and Other Expenses (1,142) (1,142)
------- ------
145 145
------- ------
Profit on Sales of
Undeveloped Real Estate 3 3
------- ------
Interest and Other Income 197 197
------- ------
General and Administrative
Expenses ( 990) ( 990)
------- ------
Income Before Income Taxes 1,360 (2,005) ( 645)
Income Taxes ( 504) 755 251
------- ----- -----
Net Income $ 856 $ (1,250) $( 394)
======= ======= ======
Basis and Diluted Earnings
Per Share $ 0.13 $ (0.19) $ (0.06)
======= ======= =======
F-4
6
NOTES TO THE PRO FORMA CONSOLIDATED STATEMENT OF INCOME
For the Three Months Ended March 31, 1999
(Unaudited)
(1) Reflects Historical Consolidated-Tomoka Land Co., less
historical citrus operations, as adjusted for the disposition.
F-5
7
PRO FORMA CONSOLIDATED STATEMENT OF INCOME
For the Three Months Ended December 31, 1998
(In Thousands Except Per Share Amounts)
(Unaudited)
Historical
Historical Citrus Pro Forma
C-TLC Operations C-TLC (6)
----------- ----------- ------------
Income:
Citrus Operations
Sales and Other Income $ 11,726 $(11,726) $ --
Costs and Other Expenses (9,796) 9,796 --
------- ------- -----
1,930 ( 1,930) --
------- ------- -----
Real Estate Operations
Sales and Other Income 6,388 6,388
Costs and Other Expenses (4,867) (4,867)
------- ------
1,521 1,521
------- ------
Profit on Sales of
Undeveloped Real Estate 132 132
------- ------
Interest and Other Income 785 785
------- ------
General and Administrative
Expenses (2,319) (2,319)
------- ------
Income Before Income Taxes 2,049 (1,930) 119
Income Taxes ( 745) 726 ( 19)
------- ----- -----
Net Income $ 1,304 $(1,204) $ 100
======= ====== ======
Basis and Diluted Earnings
Per Share $ 0.20 $( 0.19) $ 0.01
======= ======= =======
F-6
8
NOTES TO THE PRO FORMA CONSOLIDATED STATEMENT OF INCOME
for the Year Ended December 31, 1998
(Unaudited)
(1) Reflects Historical Consolidated-Tomoka Land Co., less
historical citrus operations, as adjusted for the disposition.
F-7
9