UNITED STATES

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

Date of Report (Date of earliest event reported): July 22, 2016

 

Consolidated-Tomoka Land Co.

(Exact name of registrant as specified in its charter)

 

 

 

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:

[ ] 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))

 

 

 

 

 

 

 

 

 

 

 

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Item 7.01. Regulation FD Disclosure.

 

A copy of material that will be used in investor presentations delivered by representatives of Consolidated-Tomoka Land Co. (the “Company”) from time to time is attached to this Current Report on Form 8-K as Exhibit 99.1. These materials are dated July 22, 2016 and the Company disclaims any obligation to correct or update these materials in the future.

 

The information contained in this Current Report Form 8-K that is furnished under this Item 7.01 is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

99.1 Investor Presentation Q2 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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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.

 

Date: July 22, 2016

 

 

 

By: /s/Mark E. Patten

Mark E. Patten

Senior Vice President and Chief Financial Officer

Consolidated-Tomoka Land Co.

 

2nd Quarter Investor Presentation Published: July 22, 2016 (NYSE MKT: CTO)

If we refer to “we,” “us,” “our,” or “the Company,” we mean Consolidated-Tomoka Land Co. and its consolidated subsidiaries. Certain statements contained in this presentation (other than statements of historical fact) are forward-looking statements. Words such as “believe,” “estimate,” “expect,” “intend,” “anticipate,” “will,” “could,” “may,” “should,” “plan,” “potential,” “predict,” “forecast,” “project,” 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. Although forward-looking statements are made based upon management’s expectations and beliefs concerning future Company actions and developments and their potential effect upon the Company, a number of factors could cause the Company’s actual results to differ materially from those set forth in the forward-looking statements. Such factors may include uncertainties associated with the closing of pending land transactions or other dispositions of assets, including the likelihood, timing, and final transaction terms thereof, the estimate of the cost of completing infrastructure work affiliated with certain land transactions and the impact on the total estimated gain, as well as the timing of the recognition of that gain, our ability to obtain necessary governmental approvals for our land transactions or to satisfy other closing conditions, the ability to execute share repurchase transactions, the ability for the Company to convert to a real estate investment trust, as well as the uncertainties and risk factors discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the Securities and Exchange Commission. 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. Footnote references (A) through (L) provided in this presentation are defined on Slide 36

Snapshot OPERATING SEGMENTS LAND HOLDINGS INCOME PROPERTIES LOAN INVESTMENTS SUBSURFACE INTERESTS 10,500 Acres Undeveloped Land 37 Properties 1.5 million sq. ft Retail & Office 3 Loans Hotel & Retail 500,000 Acres Book Value $0 With » 4,100 Acres Under Contract »$103mm (2)(B) NOI = $16.3 million (H) Est. Value = $233mm @ 7% Cap Rate $24 million Avg. Yield 8.7% Under Contract $24.0 million (B) Equity Market Cap (1) (A) $277.2 million Debt (A) $160.4 million Total Enterprise Value (‘TEV’) (1) (A) $437.6 million Cash (including 1031 restricted cash) $ 33.8 million Leverage (net debt to TEV) (1) (A) 28.9% As of June 30, 2016 (unless otherwise noted) As of July 8, 2016 As of July 19, 2016 Income= Liquidity = Asset Rich

Proactive Value Enhancing Measures Action Sizing/Timing Comments Remaining Share Repurchase $7mm Accelerate Buyback through YE 2016 (C) Quarterly Dividend (formerly semi-annual) $0.04/Qtr. 100% Increase (D) Monetize Loan Portfolio $24mm Use of Proceeds – Accretive Investments (B) REIT Conversion N/A Targeting 1/1/18 (E) Earnings Call (beginning Q2 2016) 7/21/16 First Quarterly Earnings Call Annual Investor Day Nov 18, 2016 First Investor Day Returning Capital = Increasing Communications

Components of Value (L) As of June 30, 2016 (unless otherwise noted) Other Asset Components (2) Commercial Loan Portfolio (1) $24,000 Subsurface (Contract Value) (B) $24,000 Beach Real Estate Venture (1) $5,700 Impact Fees (1) $2,900 Mitigation Credits (1) $1,400 Infrastructure Reimbursements (1) (4) $6,500 Golf Assets (1) $2,400 Cash and 1031 Restricted Cash (1) $33,800 Other Asset Components $100,700 Liabilities (2) Debt (A) $160,400 Payables, Accrued Liabilities, etc. (1) $11,600 Est. Remaining Infrastructure Costs (4) $2,400 Deferred Tax Liability (1) $50,900 Total Liabilities $225,300 Income Properties - NOI (H) Single-Tenant $10,127 Multi-Tenant $3,525 14 Asset Portfolio (under contract) $2,452 Billboards $200 Total NOI $16,304 Land Portfolio Under Contract (B) [»4,100 acres] »$103,000 East of I-95 [»1,000 acres] (3) West of I-95 [»4,400 acres] (3) Industrial (West of I-95) [»1,000 acres] (3) Total Land Values (3) Book value of asset(s) and liabilities except as noted Rounded to nearest $100,000 Value estimates could be derived using the average sales price per acre achieved since 2012 as outlined on Slide 12 Total infrastructure costs to be reimbursed for land sales closed within the Tomoka Town Center as of June 30, 2016. Total estimated infrastructure costs equals approximately $12.8 million of which approximately $12.4 million will be reimbursed if all land sales close relating to the Tomoka Town Center. Approximately $2.4 million of $12.8 million is remaining to be incurred. ($ in 000’s) Note: Total shares outstanding as of June 30, 2016 = 5,796,115

As of June 30, 2016 (unless otherwise noted) Equity Market Cap (1) $277mm Debt (A) $160mm 1031 Tax Deferred Liabilities $51mm Total Adjusted Enterprise Value (TAEV) (1) (A) $488mm Less: Income Properties (@7% cap rate on NOI) ($233mm) Less: Contract Amount for Subsurface Interests (B) ($24mm) Less: Basis in Commercial Loan Investments ($24mm) Less: Cash & 1031 Restricted Cash ($34mm) Less: Value of Impact Fee & Mitigation Credits, Golf, and Other Assets ($19mm) Net TAEV Attributable to Land (1) $154mm Less: Value of Land Pipeline Contracts (»4,100 acres @ approx. $25k/acre) (1) (B) ($103mm) Net TAEV Attributable to Remaining »6,400 Acres of Land (“Remaining Acres”) (1) (A) $51mm Remaining Acres »6,400 Net TAEV per Acre Attributable to Remaining Acres (1) (A) $7,969 per Acre Net TAEV per Acre Attributable to Remaining Acres (excluding 1031 Def Tax Liab.) (1) (A) $0 per Acre How Low does Stock Market Value our Land? (L) As of July 8, 2016

Share Price Performance (1) 1 year, 3 year and 5 years ended June 30, 2016 (adjusted for dividends) Symbol 1 year 3 years 5 years 5 yr. Annualized CTO -17.5% 25.0% 67.2% 10.8% REIT Index RMZ 24.1% 46.2% 80.6% 12.5% Russell 2000 RTY -6.7% 22.8% 49.3% 8.3% JOE 14.1% -15.8% -15.0% -3.2% TRC -8.1% -14.4% -28.5% -6.5% FOR -9.7% -40.7% -27.6% -6.3% ADC 74.2% 92.9% 189.7% 23.7% STAR -28.0% -15.1% 18.3% 3.4% Comparative Performance Source: Bloomberg as of July 15, 2016

2nd Quarter Highlights Land Pipeline (B) : 10 land sales contracts representing »4,100 acres, approx. 39% of land holdings, »$103 million in potential proceeds, approx. $25,000 per acre Settled regulatory matter: Pre-2011 agriculture activities on 3,200 acres West of I-95, (anticipate spending approx. $2.1 million for wetlands restoration, of which $631k spent as of 6/30/16) Sold Surface Entry release for $450,000 on approximately 957 acres Sold non-core income property (Lexington N.C.) - $9.1mm, exit cap of 6.3% Allowed early repayment of $14.5mm loan investment (hotel in San Juan PR) at 9% IRR Tomoka Town Center infrastructure 81% complete, w/$10.4 million spent to date that will be reimbursed Repurchased 33,889 shares of CTO stock, approx. $1.7mm Contract to Sell 14 asset portfolio (B)(see Slide 19): Anticipated closing in August 2016; $2.0mm non-refundable deposit Signed 24 Hour Fitness as Anchor Tenant and in final negotiations with Wawa for outparcel site at The Grove at Winter Park (B) Progress and Momentum

Total Revenues ($000’s) Operating Income ($000’s) Annual Results for 2012 – 2015 and YTD Q2 2016 Basic Earnings Per Share Positive Trends Book Value Per Share 2012 2013 2014 2015 YTD Q2 2016 2012 2013 2014 2015 YTD Q2 2016

Income Statement As of and for the six months ended June 30, 2016 Balance Sheet Financial Statement Snap Shot

Land Holdings Monetizing our Land (B) Annual Land Sales for 2005 – 2015 and YTD Q2 2016 & Pipeline as of 7/19/16 (Land Sales in $000’s) Note: Multi-family included in residential Avg. Price Per Acre - Closed Transactions (2012 – YTD Q2 2016) » $149k/acre Executing Our Strategy

Land Holdings Analysis of Price per Acre As of July 19, 2016 East of I-95 West of I-95 Under Contract (B) Sales Price and Price Per Acre ($ in 000’s) Heavily discounted by Market

Land Holdings Land Activity Update Tanger Factory Outlet (F)Grand Opening – November 18, 2016 Minto Communities (B) Received Zoning & Entitlements Under ContractMade Joint Permit Application to U.S. Army Corps North American Dev. GroupSite Planning for Power Center Pre-Leasing underway ICI Homes (B) 600 Acres (Bayberry II) Under ContractSite Plan Approval underway Sam’s ClubAwaiting submission of Site Plan Integra Sands Apartments (F) Under Construction – Complete by Q1 2017 TopBuild Headquarters (F) Under Construction – Complete by Q1 2017 CarMax (F) Under Construction – Complete by YE 2016

Land Holdings Potential Land Sales (B) Total Potential Sales = approx. $103mm » 4,100 Acres » $25k/acre Total Acres West of I-95 Approx. 9,300 acres Total Acres East of I-95 Approx. 1,200 acres As of July 19, 2016 SF – Single Family; AR – Age Restricted Commercial/Retail 6 7 9 3 8 5 10 4 1 2 Contract/Parcel Acres Contract Amount Price per Acre (rounded) Timing Commercial/Retail 4 $1.2mm $263,000 ‘18 Mixed-Use Retail 22 $5.6mm $255,000 ’17 North Amer. Dev Grp 82 $20.1mm $247,000 ‘16-’18 Commercial/Retail 6 $1.5mm $245,000 ’17 Commercial/Retail 17 $3.0mm $174,000 ’16 Minto (AR Residential) 1,586 $29.9mm $19,000 ‘16 Minto (AR Residential) 1,686 $31.4mm $19,000 ‘18-‘19 SF Residential 19 $0.3mm $17,000 ‘17 ICI (SF Residential) 600 $9.0mm $15,000 ’16 SF Residential 73 $1.0mm $14,000 ’17 Totals/Average »4,100 »$103mm »$25,000 10 9 8 7 6 5 4 3 2 1

Land Holdings Potential Land Absorption – West of I-95 (B) Parcel Use Status Timing Amount A Residential U/C ‘18-’19 $31.4mm B Residential U/C 2016 $29.9mm C Residential U/C 2016 $9.0mm D Residential N/A N/A $10k-$20k/acre E Mitigation Bank I/P TBD $5k-$12k/acre F Residential N/C TBD $15k-$20k/acre 1,053 Acres F A B E C D 1,686 Acres 1,586 Acres 600 Acres 2,366 Acres U/C – Under Contract N/C – Negotiating Contract I/P – In Process

Land Holdings Real Estate Venture – Beach Front Property (B) Opportunistic Investment Gross Site Area6.04 Acres Developable acres3.63 Acres Beach frontage505 feet Property Summary Approximately $5.7mm investment 50% ownership interest in venture CTO earns base management fee CTO receives 9% preferred interest Venture Transaction Summary Hotel Condo Vacation Ownership Commercial/Retail Potential Uses Entitle Property for Vertical Development Sell Property to Developer ACTION PLAN

Income Properties Location of Loan Investments Number of Income Property Investments CTO Headquartered in Daytona Beach, FL 1 2 9 3 14 1 1 2 1 3 Income Producing Investments Approx. 59% NOI from Credit Tenants As of June 30, 2016 Office43% Retail57% Based on NOI (H)

Income Properties Income Property Portfolio (G)(H) As of June 30, 2016 Strong Cash Flow

Income Properties Portfolio Under Contract to Sell(B) Bank of America - Laguna Beach, CA Tenant Tenant Type Market Bank of America Single Tenant Garden Grove, CA Bank of America Single Tenant Westminster, CA Bank of America Single Tenant Laguna Beach, CA Bank of America Single Tenant Walnut, CA Bank of America Single Tenant La Habra, CA Bank of America Single Tenant Mission Viejo, CA Bank of America Single Tenant Mission Viejo, CA Bank of America Single Tenant Los Alamitos, CA Bank of America Single Tenant Yorba Linda, CA Walgreens Single Tenant Boulder, CO Walgreens Single Tenant Palm Bay, FL JPMorgan Chase Single Tenant Chicago, IL CVS Single Tenant Tallahassee, FL Buffalo Wild Wings Single Tenant Phoenix, AZ 14-Property Portfolio Portfolio NOI$2.45 million Sales Price (I) $51.6 million 4.74% exit cap rate Est. Gain $11.4 million EPS (net of tax) $1.22/share Harvesting Value= Reinvesting Into Higher Yielding Assets

Opportunistic Investment $3.1mm Investment (multi-tenant) Income Properties Future Income Growth Approx. 112,000 sq ft 35% Leased 14.35 acres 548 Parking Spaces 3-mi Pop. 93,236 3-mi Avg HHI $59,994 Immediate area experiencing strong real estate growth/new development The Grove at Winter Park (Winter Park, FL) Anchor Currently negotiating lease with national tenant for 1.25 acre outparcel (B) 39k sq foot anchor space 15 yr lease term Est. Q4 2016 opening Virtually Vacant When Acquired

How our Income Property Portfolio Compares With Triple-Net REITs Income Properties Superior Portfolio Quality Implied Cap Rate (1) Top 3 Tenants (2) Credit Rating Average Lease Term Debt+Pref/TEV N/A Wells Fargo Hilton Grand Vacations Walgreens AA- NR BBB 7.5 (G) 29% 5.8% Walgreens Walmart Wawa BBB AA NR 11.2 25% 5.8% Bank of America Lifetime Fitness Amazon A B AA- 13.3 37% 5.0% Sunoco Mister Car Wash LA Fitness BBB B N/A 11.3 26% 6.2% Shopko 84 Lumber Walgreens NR NR BBB 15.6 34% 6.5% American Multi-Cinema Regal Cinemas Topgolf B B+ NR N/A 28% 4.4% Walgreens FedEx Dollar General BBB BBB BBB 10.0 24% Average 5.6% 12.3 29% Source: National broker reports Top 3 based on NOI (H)

Loan Investments Commercial Loan Investments As of June 30, 2016 $10.0mm Mezzanine Loan Dallas, TX Rate: LIBOR + 725 Maturity: Sept. ‘17 » $9.0mm B-Note Sarasota, FL Rate: LIBOR + 750 Maturity: June ‘17 $5.0mm Mezzanine Loan Atlanta, GA Rate: 12% fixed Maturity: Feb ‘19 » $24.0 million invested Wtd. Avg. Rate 8.7% Opportunity to Monetize DFW HYATT GLENN HOTEL SOUTHGATE MALL

Liquidity and Leverage (A) Liquidity Position (excluding restricted cash) ($ in 000’s) Debt Schedule ($ in millions) Total Commitment of Credit Facility = $75 million Shown as 0.00% as there is no amount drawn as of June 30, 2016, stated rate = 30-Day LIBOR plus 135-225 bps Maturity includes first 10 years I/O Debt on portfolio of 14 assets currently under contract for sale – transaction contemplates buyer assuming debt Variable Rate Mortgage Loan fixed with Interest Rate Swap 100% of Debt at Fixed rate as of June 30, 2016 Attractive Debt Rates and Duration (3) (4) As of June 30, 2016 (5) 1031 Restricted Cash Balance approximately $9.1 million (2)

Benefits for Shareholders Potential Valuation Uplift Tax Efficient, Substantially Eliminate Corporate Taxation Enhance Cash FlowsPaid Taxes - $1.2mm (’15), $3.0mm (’14), $1.6mm (‘13) Expand Shareholder BaseDedicated REIT investors, ETF and Index Fund buyers, and Income Oriented Investors Increased LiquidityIssuance of stock for up to 80% of E&P distribution Book Value Impact Eliminate 1031 Deferred Tax Liability at Conversion Impact = approx. $50.9mm OR » $8.78/share) Action Steps Key Steps Earnings/Profits analysis –PROCESS RESUMED Regulatory ruling on 80% stock in E&P distribution Merge with Maryland C-Corp (Form S-4); Shareholder vote REIT Conversion (E) Targeting Jan 1, 2018

Share Repurchase Program (C)(J) Prior Share Repurchase Program (Authorized in ‘08)$8.0 million New Share Repurchase Program (Authorized in ‘15) $10.0 million Year Shares Repurchased Investment Average Price/Share 2008-2016 164,533 $7,971,058 $48.45 Year Shares Repurchased Investment Average Price/Share Q1 2016 28,862 $1,339,613 $46.41 Q2 2016 33,889 $1,658,922 $48.95 YTD 2016 62,751 $2,998,535 $47.78 Remaining Program Amt. (1) $7,030,405 Includes amount remaining under 2008 buyback program

2016 Guidance YTD Q2 2016 Earnings per share $2.75-$3.00/share $0.52/share Acquisition of Income-Producing Assets (B) $70mm - $85mm $2.5mm Target Investment Yields (Initial Yield – Unlevered) 6% - 8% 5.5% Disposition of Non-Core Income Properties (B) $15.0mm - $25mm (K) $19.7mm (K) Target Disposition Yields 7.00% - 10.00% 8.00% Land Transactions (sales value) (B) $25.0mm - $35.0mm $2.2mm Leverage Target (as % of Total Enterprise Value) < 40% < 40% 2016 Guidance – Update through Q2

Grand Opening Nov 2016 Tanger Outlets as of 7.15.16 Development on our Land

Multi-Family Moving In Integra as of 7.15.16 Development on our Land

Commercial West of I-95 CarMax as of 7.15.16 Development on our Land

Public Company Headquarters TopBuild as of 7.15.16 Development on our Land

Medical Office Volusia Orthopedic as of 7.15.16 Development on our Land

Shareholder Shares % Wintergreen Advisers LLC 1,543,075 26.47 BlackRock Institutional 314,059 5.39 Dimensional Fund Advisors, Inc. 186,668 3.20 Vanguard Group, Inc. 184,619 3.17 Carlson Capital LP 167,028 2.87 Fenimore Asset Management 158,459 2.72 Andalusian Capital Partners, LP 138,395 2.37 Northern Trust Corporation 81,555 1.40 State Street Corp 77,475 1.33 Potrero Capital Research, LLC 72,851 1.25 Cardinal Capital Management 63,663 1.09 Fidelity Management & Research 58,250 1.00 TOP SHAREHOLDERS 3,046,097 52.26% Top Institutional Shareholders (1) Source: Bloomberg as of July 15, 2016

John P. Albright President and CEO Archon Capital, a Goldman Sachs Company Morgan Stanley Crescent Real Estate Equities 2011 Mark E. Patten Senior Vice President and CFO Simply Self Storage CNL Hotels & Resorts Vistana Inc. KPMG 2012 Daniel E. Smith Senior Vice President – General Counsel and Corporate Secretary Goldman Sachs Realty Management Crescent Real Estate Equities Hughes & Luce LLP (now part of K&L Gates) 2014 Steven R. Greathouse Senior Vice President – Investments N3 Real Estate Morgan Stanley Crescent Real Estate Equities 2012 Teresa J. Thornton-Hill Vice President - Corporate Counsel ICI Homes Cobb Cole Rogers Towers, P.A. 2005 E. Scott Bullock Vice President of Real Estate International Speedway Corporation Crescent Resources (Duke Energy) Pritzker Realty Group Disney Development Company (Walt Disney Co.) 2015 Experienced Team 14 Full-Time Employees Started with Company

Director Since John P. Albright President & Chief Executive Officer of the Company 2012 John J. Allen President of Allen Land Group, Inc. 2009 Jeffry B. Fuqua Chairman of the Board of the Company and President of Amick Holdings, Inc. 2009 William L. Olivari Certified Public Accountant and Partner of Olivari and Associates 2008 Howard C. Serkin Chairman of Heritage Capital Group, Inc. 2011 A. Chester Skinner, III Vice Chairman of the Board of the Company and President of Skinner Bros. Realty Co. 2010 Thomas P. Warlow, III President & Chairman - The Martin Andersen-Gracia Andersen Foundation, Inc. 2010 Board of Directors

Well-Positioned Land as of June 30, 2016

Footnotes Debt amount includes the face value of the Convertible Notes outstanding as of June 30, 2016 There can be no assurances regarding the likelihood or timing of the potential transaction(s) or, if any occur, the final terms including sales price There can be no assurances regarding the likelihood or timing of executing the Company’s share repurchase program $0.04 per share dividend per quarter represents $0.16 per share on an annualized basis which would be an increase of 100% from the prior annual dividend of $0.08 per share through May of 2016 There can be no assurances regarding the likelihood or timing of the Company converting to a Real Estate Investment Trust or the ability to obtain certain tax rulings related to the distribution of earnings and profits Completion dates for construction are based on publicly available information Excludes 14 properties included in the portfolio sale outlined on Slide 19 Net operating income calculated as of June 30, 2016 = Rental income less direct costs of revenues and includes: (i) annualized rents and costs for acquisitions in 2015 & 2016 plus (ii) billboard income and does not include revenues and costs for any income properties sold in 2015 & 2016, and excludes non-cash items including impact of straight-line rent and amortization of lease intangibles. Sales price includes buyer’s assumption of $23.1 million mortgage loan secured by the properties As of the date of this presentation the Company meets the required coverage ratio in the Credit Facility for repurchases of stock and anticipates, subject to customary restrictions on share repurchases, to be able to continue to make repurchases under the $10 million program Does not include potential disposition of 14 properties on Slide 19 and Subsurface Interests transaction noted on Slide 3 There can be no assurances regarding the value ultimately received for the Company’s assets, or in the case of the transactions under contract, the likelihood that such transactions shall be closed or the timing or final terms thereof.

Consolidated-Tomoka Land Co. 1530 Cornerstone Boulevard Daytona Beach, FL 32117 main: 386.274.2202 fax: 386.274.1223 email: info@ctlc.com web: www.ctlc.com NYSE MKT: CTO For additional information, please see our most recent Annual Report on Form 10-K, copies of which may be obtained by writing the corporate secretary at the address above, or at www.ctlc.com. Explore Daytona at www.exploredb.com Contact Us