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): February 7, 2017
Consolidated-Tomoka Land Co.
(Exact name of registrant as specified in its charter)
Florida |
001-11350 |
59-0483700 |
(State or other jurisdiction of |
(Commission File Number) |
(IRS Employer Identification |
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1530 Cornerstone Boulevard, |
32117 |
Daytona Beach, Florida
(Address of principal executive
offices)
Registrant’s telephone number, including area code: (386) 274-2202
Not Applicable
(Former name or former address, if changed since last report.)
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))
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 February 7, 2017 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 Q4 2016
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: February 7, 2017
By: |
/s/Mark E. Patten |
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Mark E. Patten |
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Senior Vice President and Chief Financial Officer |
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Consolidated-Tomoka Land Co. |
Exhibit 99.1
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(NYSE MKT: CTO) 3600 Peterson – Santa Clara, CA Year End 2016 Investor Presentation Published: February 7, 2017 Converting CVS – Dallas, TX LandtoIncome The Grove – Winter Park, FL |
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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 improvements affiliated with certain investments, the impact of permitting or other transactional activities on the total estimated gain for land sales, as well as the timing of the recognition of such gains, 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 completion of 1031 transactions, the ability for the Company to convert to a real estate investment trust, the costs of improvements for the Golf Operations assets, the ability to achieve certain leasing activity including the timing and terms thereof, 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. Endnote references (A) through (I) provided in this presentation are defined on Slide 76 2 |
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CTO at a Glance As of December 31, 2016 (unless otherwise noted) Company Founded 1910 Shares Outstanding 5,710,238 Dividend Level $0.04/share – Quarterly Number of Employees 14 Share Price (as of February 3, 2017) $55.00 3 Earnings per Share (FY 2016)$2.86 52 week Stock Price Range (as of February 3, 2017)$56.00 - $42.53 Board of Directors8 Dividend HistoryPaid Since 1976 Public CompanySince 1969 Corporate HeadquartersDaytona Beach, FL |
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Snapshot As of December 31, 2016 (unless otherwise noted) (1) Equity Market Cap Debt (A) $314.1 million $171.6 million Total Enterprise Value (‘TEV’) (1) (A) Cash (including 1031 restricted cash) Leverage (net debt to TEV) (1) (A) $485.7 million $ 16.0 million 32.0% LAND HOLDINGS INCOME PROPERTIES LOAN INVESTMENTS SUBSURFACE INTERESTS 2014-2016 (1) As of February 3, 2017 Asset Rich Income Liquidity 4 9,800 Acres Undeveloped Land 32 Properties (1) >1.7 million sq. ft Retail & Office 3 Loans Hotel & Retail ≈500,000 Acres With 3,800 Acres Under Contract $110mm (1)(B) NOI = $19.8 million(F) Value @ 6.5% - 6.0% Cap Rate = $305mm - $330mm Avg. Yield 8.9% $24 million $8.5 million in Revenue OPERATINGSEGMENTS |
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(H) How Low does Stock Market As of December 31, 2016 (unless otherwise noted) Value our Land? Total Adjusted Enterprise Value (TAEV)(1) (A) Less: Income Properties (Value @ 6.5% cap rate on NOI) (F) Less: Basis in Commercial Loan Investments $543mm ($305mm) ($24mm) ($15mm) ($16mm) ($19mm) Less: Estimated Value – Subsurface Interests (H) Less: Cash & 1031 Restricted Cash Less: Book Value of Impact Fees & Mitigation Credits, Golf, and Other Assets (H) Net TAEV Attributable to Land (1) Less: Value of Land Pipeline Contracts ( 3,800 acres @ approx. $29k/acre) (1) (B) Net TAEV Attributable to Remaining 6,000 Acres of Land (“Remaining Acres”) (1) (A) [Est. Value Range: $15mm-$20mm] $164mm ($110mm) $54mm Net TAEV per Acre Attributable to Remaining Acres (1) (A) $9,000 per Acre (1) As of February 3, 2017 5 Net TAEV per Acre Attributable to Remaining Acres (excluding 1031 Def Tax Liab.) (1) (A) ($500) per Acre Remaining Acres 6,000 Equity Market Cap [closing price $55.00] (1) $314mm Debt (A) $172mm 1031 Tax Deferred Liabilities$57mm |
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Focused on Shareholder Returns From 2012 Through 2016 (unless otherwise noted) Monetizing Land $48.7mm in sales (≈950 acres), $51k/acre Approx. $110mm under contract (3,800 acres, 39% of land) 76.5 acres sold - 630,000 sq ft Distribution Center [500 jobs] 38.93 acres sold - 350,000 sq ft Tanger Outlet Center [900 jobs] 604 acres sold – 870 residential lots, ICI Homes Invested approx. $284.5mm in 35 properties, 8 new states (1) Over $12.7mm in revenues since 2012 Strong positive cash flow growth since 2012 Since 2014: $14.8mm, ≈297k Shares @ Avg Price = $50.03/share Increased from $0.04/share semi-annual to $0.04/share quarterly Transformative Deals Investment in Income Subsurface Interests Growing Cash Flow Share Buyback Dividend (D) (1) As of February 3, 2017 6 |
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4th (B) Highlights – Quarter & Subsequent Events Income Property Operations Completed $36.9 mm in acquisitions at weighted average cap rate of 7.46% Jan ‘17 acquired income property leased to Staples - $4.1mm, cap rate 7.1% Real Estate Operations – Land Sales Sold 604 acres, $7.5mm, $12k/acre : West of I-95 (Residential) ICI Homes Sold 17 acres, $3.0mm, $177k/acre : West of I-95 (Commercial - Retail) Sold 75 acres, $830k, $11k/acre : East of I-95 (Residential) Under Contract 35 acres, $14mm, $400k/acre : East of I-95 (Commercial - Retail) Under Contract 194 acres, $3.3mm, $17k/acre : West of I-95 (Residential) Under Contract 28 acres, $3.2mm, $115k/acre: East of I-95 (Commercial-Distribution) Golf Operations Completed buy-out of land lease/acquisition of golf course land Approx. $1.5mm lump sum payment to terminate lease, $100k pay-off CDD on contributed land Buy-out of 5 years remaining on land lease, single ownership of fee interests Corporate Repurchased 38,024 shares of CTO stock, approx. $1.95mm, average price/share $51.22 $10MM Program: $7.4mm invested, average price/share $49.07 [$2.6mm remaining to invest] Equity Research Coverage initiated by David Corak, FBR & Co. Progress and Momentum 7 |
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Positive Trends Annual Results for 2012 – 2016 Total Revenues Basic Earnings Per Share ($000’s) 2012 2013 2014 2015 2016 Operating Income ($000’s) Book Value Per Share 2012 2013 2014 2015 2016 $80,000 $70,000 $60,000 $50,000 $40,000 $30,000 $20,000 $10,000 $16,581 $26,070 $36,057 $42,998 $71,075 $3.00 $2.50 $2.00 $1.50 $1.00 $0.50 $- $0.10 $0.64 $1.11 $1.44 $2.86 $40,000 $35,000 $30,000 $25,000 $20,000 $15,000 $10,000 $5,000 $864 $6,279 $12,593 $20,269 $37,320 $30.00 $25.00 $20.00 $15.00 $10.00 $5.00 $- $19.58 $20.53 $21.83 $22.81 $25.97 8 |
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G&A Expenses Annual Results for 2013 thru 2016 – Operating Efficiently ($’s in millions) (1) (2) (3) (4) (5) (6) Adjustments for non-cash charges and certain non-recurring expenses Non-cash charge Accelerated stock compensation for shares forfeited in 2016 related to 2015 grant Incudes non-recurring environmental reserves ($500k for state environmental matter, $188k for federal environmental matter) and legal costs associated with each Pension charge in 2014 (Approx. $700k non-cash), severance primarily in 2013 and other non-recurring charges Utilizing Equity Market Cap as of December 31, 2016 Efficient Operations14 Employees 9 % of Equity Market Cap (6) 1.8% 2013 2014 2015 2016 Reported G&A $5.4 $7.0 $8.8 $10.3 Less: Adjustments (1) Stock Compensation (2) (0.9) (1.3) (2.2) (1.5) Accelerated stock Compensation (2)(3) - - - (1.7) Environmental Reserves (4) - (0.1) (0.9) - Shareholder Matters - - (0.1) (1.4) Other non-recurring G&A (5) (0.1) (0.9) (0.3) (0.2) Recurring G&A $4.4 $4.7 $5.3 $5.5 |
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Land Holdings J F E Mitigation Land Parcel Industrial 2,366 F Parcel F Residential 1,053 A L H H NW Quadrant - LPGA & I-95 Commercial 203 K B I Industrial Park Industrial 850 J K Parcel Across from FL Hospital SE Quadrant - LPGA & Clyde Morris Commercial Commercial/Industrial 83 102 G E L E of Wil iamson, N or LPGA Residential 200 Subtotal 8,613 C Remaining Acreage East of I-95 367 Remaining Acreage West of I-95 Remaining Acreage Industrial Approximate Additional Acreage Total Approximate Acreage 325 210 285 9,832 D I Under Contract (B) Key Parcels 10 Other Acreage East of I-95 Under Contract 32 K SE Quadrant - LPGA & Clyde Morris Commercial/Industrial 28 H MNW Quadrant - LPGA & I-95 Commercial 35 G Tomoka Town Center - NADG Commercial 82 Parcel Description Potential Use Acres A Minto II Residential 1,686 B Minto I Residential 1,581 C ICI Residential 150 D South LPGA Parcel Residential 194 Land Holdings |
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MonetizingourLand Annual Land Sales for 2005 – 2016 & Pipeline as of 2/3/17 (B) Note: Multi-family included in residential (Land Sales in $000’s) 2012 –2016 Total Sales $48.7mm Avg. Price/Acre $51.3k Average Price/Acre Residential Commercial Total Avg. Price/Acre Total Acres $ 20,665 $ 140,116 $ 107,754 336.0 $ $ $ 100,000 96,340 96,535 214.5 $ $ $ 18,480 166,392 47,468 486.5 $ - $ - $ 158,307 $ 158,307 15.8 $ $ $ - - - - $ $ $ - - - - $ $ $ - 37,133 $ - $ 256,542 $ $ $ - 86,952 86,952 99.7 $ 151,894 $ 204,939 $ 197,571 114.0 $ $ $ - 19,446 19,446 707.6 $ 174,669 $ 174,669 24.4 37,133 $ 256,542 $ 29,000 ≈3,800 16.6 11.7 Executing Our Strategy 11 Land Holdings $100,000 $80,000 $60,000 $40,000 $20,000 $0 $36,205 $20,703 $23,095 $4,258 $2,502 $0 $0 $618 $2,990 $8,807 $22,529 $13,759 $110,100 |
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Analysis As of February 3, 2017 of Price per Acre – Sales Since 2012 + Pipeline West of I-95 East of I-95 East of I-95 West of I-95 Total Residential Commercial Total Implied Value based on Stock Price 12 Average Price Per Acres Sales Price Acre 481 $ 82,502 $ 171.6 4,259 $ 76,033 $ 17.9 4,739 $ 158,535 $ 33.5 Average Price Per Acres Sales Price Acre 4,312 $ 75,287 $ 17.5 427 $ 83,249 $ 194.9 4,739 $ 158,535 $ 33.5 Sales Price and Price Per Acre ($ in 000’s) Under Contract (B) Land Holdings NORTH AMER DEV. GP. TRANSACTION 6 RECETRAC INTRACOASTAL TRANSACTION 7 TRANSACTION 9 TRANSACTION 8 TANGER SAM’S NORTH AMER. DEV. GP. VOLUSIA ORTHO COMMERCIAL W-95 CARMAX TRANSACTION 11 INTEGRA NORTH AMER DEV GP. HALIFAX HUMANE SOC TRANSACTION 10 DISTRIBUTION CENTER COLUSIA ORTHO RESIDENTIAL E-95 MINTO SALES CTR. P&S PAVING RESIDENTIAL E-95 TOP BUILD HQ MINTO 2 MINTO 1 TRANSACTION 4 ICI HOMES RESIDENTIAL E-95 ICI HOMES IMPLIED VALUE OF LAND $455.0 $400.0 $382.0 $317.0 $294.0 $259.0 $253.0 $249.0 $249.0 $246.0 $210.0 $177.0 $169.0 $163.0 $159.0 $139.0 $128.0 $115.0 $103.0 $83.0 $62.0 $46.0 $37.0 $35.0 $30.0 $19.0 $17.0 $17.0 $12.0 $11.0 $10.0 $9.0 $- $50.0 $100.0 $150.0 $200.0 $250.0 $300.0 $350.0 $400.0 $450.0 $500.0 |
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Pipeline As of February 3, 2017 of Land Sales (B) acres (1) $17,000 ’17 – ‘18 (2) (1) Reflects reduction of $1mm for wetlands restoration/mitigation costs + $1.5mm for election to pay in cash (versus utilize seller financing) Approximately $109,000 per acre net of wetlands mitigation costs to be incurred by CTO (2) Total Potential Sales = approx. $110mm 3,800 Acres $29k/acre 13 4 3 1 7 6 11 9 10 8 5 2 Total Acres East of I-95 Approx. 1,100 Contract/Parcel Acres Contract Amount Price per Acre (rounded) Timing Minto (AR Residential) 1,581 $27.2mm ’17 Minto (AR Residential) 1,686 $31.4mm $19,000 ’18 - ‘19 ICI (SF) – Option Parcel 146 $1.4mm $10,000 ’18 - ‘19 Residential (SF) 194 $3.3mm $17,000 ’18 - ‘19 North Amer. Dev Grp 82 $20.2mm $246,000 ’17 – ‘18 Commercial 35 $14.0mm $400,000 ’17 – ‘19 Commercial 4 $1.2mm $294,000 ’17 – ‘18 Commercial 8 22 $5.6mm $253,000 ’17 – ‘18 Commercial 6 $1.6mm $259,000 ’17 – ‘18 Commercial 28 $3.2mm $115,000 Residential (SF) 7 $1.1mm $163,000 ’18 - ‘19 Totals/Average 3,800 $110mm $29,000 11 10 9 7 6 5 4 3 2 1 Total Acres West of I-95 Approx. 8,700 acres Commercial/Retail SF – Single Family; AR – Age Restricted Land Holdings |
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Under Contract – (B) Minto Communities West of I-95 1,581 Acres (Oasis Daytona) Pending Wetlands Permit www.Minto.com $27.2 million EXPECTED CLOSING – FEB. ‘17 3,400 Units ≈ 200 SF Commercial Age Restricted Residential 14 Land Holdings |
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Minto Communities West ofl-95 (B) Sales Center IITOMOKA CONSOLIDATED 15 |
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East of I-95 Under Contract – North American (B) 42 Acres Purchased/82 Acres Under Contract Pre-Leasing Underway Working on Rezoning & Site Plan Application Tomoka Town Center Acres already purchased by NADG ≈ 82 Acres under contract - $20.2mm 16 23.77 acres 57.79 acres Land Holdings |
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Under Contract-35 Acres; $14mm East ofl-95 (B) Commercial-Retail IITOMOKA CONSOLIDATED 1 7 |
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Under Contract-28 Acres; $3.2mm East ofl-95 (B) Commercial-Distribution IITOMOKA CONSOLIDATED 18 |
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Potential Land Absorption – West of I-95 (B) F 1,053 Acres A B E $20k/acre C The value range is an estimate only and there can be no assurances that the value ultimately realized for this land will fall within the estimated range. U/C – Under Contract D 19 194 Acres 146 Acres 2,366 Acres 1,581 Acres 1,686 Acres ParcelUse Status Timing Contract Amount/Value Estimate A Residential U/C ‘18-‘19 $31.4mm B Residential U/C ‘17 $27.2mm C Residential (option) U/C ‘18-‘19 $1.40mm D Residential U/C ‘18-‘19 $3.3mm E Mitigation Bank N/A TBD $5k-$12.5k/acre F Residential N/A TBD $15k-Land Holdings |
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Mitigation Bank – Analysis of Opportunity (B) West of I-95 Gross Site Area Mitigation Credits Market Value per Credit 2,366 Acres 350-450 UMAM (1) $100k - $150k Potential Buyer’s Investment Analysis Acquire Land from CTO ($5k - $12.5k/acre) Est. Dev. Costs Buyer’s Est. Investment Potential Value of Credits $12mm - $30mm $ 3mm - $ 5mm $15mm - $35mm $35mm - $64mm (1) Uniform Mitigation Assessment Method - Methodology that determines unit of measure for Mitigation Credits The value range is an estimate only and there can be no assurances that the value ultimately realized for this land will fall within the estimated range. Potential Activation Within 2 years 20 2,366 Acres Land Holdings |
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Snap Shot of Progress IITOMOKA CONSOLIDATED East Side of 1-95 Taking Shape 21 |
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Land Highlights - East of I-95 East of I-95 B C A D E The value ranges are estimates only and there can be no assurances that the value ultimately realized for this land will fall within the estimated range. 22 ParcelEst. Value Range/Acre A $150k-$275k B $75k-$170k C $50k-$125k D $200k-$300k E $100k-$200k Land Holdings |
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Well-Positioned Land: MOB/Retail/Multi-Famil The value range is an estimate only and there can be no assurances that the value ultimately realized for this land will fall within the estimated range. II Potential Value Range: $120k-$150k per Acre DATED 23 |
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Well-Positioned Land: Industrial Parcels The value range is an estimate only and there can be no assurances that the value ultimately realized for this land will fall within the estimated range. IITOMOKA CONSOLIDATED Potential Value Range: $30k-$70k per Acre 24 |
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Well-Positioned Land: North of LPGA The value range is an estimate only and there can be no assurances that the value ultimately realized for this land will fall within the estimated range. IITOMOKA CONSOLIDATED Potential Value Range: $150k-$275k per Acre 25 |
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Well-Positioned Land: Distribution/Industrial East of I-95 The value range is an estimate only and there can be no assurances that the value ultimately realized for this land will fall within the estimated range. Potential Value Range : $80k - $125k per Acre 26 Land Holdings |
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Well-Positioned Land: Office IITOMOKA CONSOLIDATED Pad Ready Sites 27 |
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(B)(E)(I) Beach Parcel – 6.04 Expected Opening of Restaurants – Q1 2018 Acres Near Term Investment Two 6,000 SF Restaurant Properties Investment in Land Estimated Development Costs Total Est. Investment $10.8mm $ 6.0mm $16.8mm Estimated 7%-11% Unlevered Yield 28 Land Holdings |
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(B)(E)(I) Beach Parcel – 6.04 Expected Opening of Restaurants – Q1 2018 Acres Near Term Investment Two 6,000 SF Restaurant Properties Restaurant Renderings 29 Land Holdings |
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(B)(E)(I) Long Term Development Opportunity Beach Parcel – 6.04 Acres Summary of Approved Entitlement Up to 900 Total Units 1.2mm square feet Potential Uses Timeshare Hotel Condominium Retail Parking CTO would Seek Developer for high-rise/vertical Opportunity Future Investment Option 30 Land Holdings |
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Subsurface Interests (500,000 Acres) Previously under contract to monetize entire portfolio for $24 million [Contract was terminated in late 2016] CTO owns full or partial interest in approximately 500,000 subsurface acres Approximately 95% of total subsurface acres Remaining 5% of total subsurface acres Counties with active or historic oil/gas production (1) Average success rate for wells drilled in Florida between 1995-2008 was 77% (1) (1) April ‘08 Report by US Depart of the Interior 31 County Acreage Osceola 145,136 Hendry 91,103 Lee 88,186 Okeechobee 35,326 Polk 32,793 Highlands 31,859 Taylor 22,512 St. Lucie 17,143 De Soto 12,274 All other counties 23,668 TOTAL 500,000 Subsurface Interests |
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Income As of February 3, 2017 Producing Investments Total Portfolio NOI (F) as of 2/3/17 = $19.8mm (1) Based on NOI Approx. 36% NOI from Credit Tenants 32 SINGLE-TENANT 64% MULTI-TENANT 36% OFFICE 46% RETAIL 54% Portfolio Mix(1)(F) Largest Markets (1)(F) City % of NOI Raleigh 17.3% Santa Clara 11.2% Orlando 9.6% Jacksonville 9.6% Sarasota 9.6% All Other 42.7% Income Properties |
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Income Property Portfolio As ofFebruary 3, 2017 Single-Tenant Portfolio Rating Type Ill Wells Fargo Hilton Grand Vacations Lowe's cvs Harris Teeter Container Store At Home Rite Aid Dick's Sporting Goods AA-BB+ A BBB+ Raleigh, NC Orlando, FL Katy, TX Dallas, TX Office Office 450,393 133,914 131,644 10,340 7.8 4.9 10.1 ® Hilton Grand Vacations 14·tll1¥1 cvs Retail Retail Retail Retail Retail Retail Retail 25.1 11.3 132 12.7 9.6 7.1 Harris Teeter NR NR B B-NR Charlotte, NC Phoenix, AZ Raleigh,NC Renton, WA McDonough, GA 45,089 23,329 116,334 16,280 46,315 fM§'#$b$Sii¢1&$#1 Tim! l!U.111 Best Buy Big Lots Barnes & Noble Walgreens Big Lots Walgreens Bank of America BBB-NR NR BBB BBB-BBB A McDonough, GA Glendale, AZ Daytona Beach, FL Alpharetta, GA Gennantown, MD Clermont, FL Monterey, CA Retail Retail Retail Retail Retail Retail Retail 30,038 34,512 28,000 15,120 25,589 13,650 32,692 4.1 6.1 L1 8.8 7.1 12.3 3.9 BIGLOTSf. BARNES&NOBLE BOOKSELLE R S w BIGLOTSf. w BankofAmerica.,.... .. BLOOMIN' BRANDS BLOOMIN' BRANDs· BLOOMIN' BRANDS BLOOMIN' BRANDS· Staples Outback Outback NR BB BB Sarasota, FL Charlottesville, VA Charlotte, NC Austin, TX Retail Retail Retail 18,120 7,216 6,297 6,176 5.0 14.8 14.8 Outback Carrabas BB BB Retail Retail 14.8 14.8 Austin, TX 6,528 II Total Single Tenant 1,197,576 9.4 CONSOLIDATED Cash Strong Flow 33 TOMOKA Location Tenant/Building Remaining Lease Term Rentable Square Feet Property S&P Credit |
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Income Property As ofFebruary 3, 2017 Portfolio Multi-Tenant Portfolio Type @Centrify adesto 3600 Peterson NR Santa Clam, CA Office 75,841 5.5 I[(M WOlOGIH N-r orthwestern 245 RiVerst.de AVe N/A Jacksonville, FL Office 136,856 5.8 Mutuar WHOLE FOODS Whole Foods Centre BBB-Sarasota, FL Retail 59,341 7.1 CENTURY T H EA T RES. Reno Riverside BB Reno, NV Retail 52,474 3.0 Concierge Office N/A Daytona Beach, FL Office 22,012 4.7 Merrill Lynch Mason Commerce Center N/A Daytona Beach, FL Office 30,720 2.0 7-11/Dallas Pharmacy A Dallas, TX Retail 4,685 7.8 Williamson Busi Park N/A Daytona Beach, FL Office 15,360 7.6 tlt¥tt:tCtr¥J " FITnEss I w.f"wa· l Grove at Winter Park N/A Winter Park, FL Retail 112,292 Total-Multi-Tenant 509,581 5.6 IITOMOKA CONSOLIDATED Strong Cash Flow 34 Location Class Tenant/Building Remaining Lease Term Rentable Square Feet Property |
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Fastest Growing MSA’s in U.S. As of August 2016 1 Orlando-Kissimmee-Sanford 4.4% 1,213 4 properties 3 San Jose – Sunnyvale – Santa Clara 3.6% 1,087 1 property 5 Denver – Aurora – Lakewood 3.2% 1,455 7 Portland – Vancouver - Hillsboro 2.9% 1,145 9 Charlotte – Concord – Gastonia 2.6% 1,133 1 property 11 Miami – Ft. Lauderdale – West Palm Bch 2.4% 2,559 13 Phoenix – Mesa – Scottsdale 2.3% 1,946 2 properties 15 Riverside – San Bernardino – Ontario 2.3% 1,376 Exposure to High Growth Markets 35 14Baltimore – Columbia – Towson2.3%1,400 12San Francisco – Oakland – Hayward2.4%2,331 10Washington DC – Arlington - Alexandria2.4%3,2461 property 8Atlanta – Sandy Springs – Roswell2.7%2,6682 properties 6Tampa – St. Petersburg - Clearwater3.1%1,288 4Dallas – Ft. Worth – Arlington3.4%3,5322 properties 2Seattle-Tacoma-Bellevue3.7%1,9741 property RankMSAGrowth RatePopulation SizeCTO Income Properties Income Properties |
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Recent ($’s in millions) Acquisition Highlights Multi-Tenant Office Santa Clara, CA $30.0 7.77% 5.3 75,841 Single-Tenant Raleigh, NC $9.2 6.75% 12.7 116,334 Multi-Tenant Reno, NV $6.9 8.57% 3.0 52,474 Single-Tenant Sarasota, FL $4.1 7.10% 5.0 18,120 Single-Tenant Austin, TX $3.4 5.60% 14.8 6,176 Multi-Tenant Dallas, TX $2.5 5.53% 7.4 4,685 (1) Yrs. Remaining on lease at date of acquisition Strong Long-Term Real Estate 36 Totals$90.86.36%9.8336,703 Single-TenantAustin, TX$2.85.60%14.86,528 Single-TenantCharlotte, NC$3.65.60%14.86,297 Single-TenantCharlottesville, VA$5.05.60%14.87,216 Single-TenantMonterrey, CA$8.43.50%3.932,692 Single-TenantDallas, TX$14.94.60%25.110,340 Yrs. PurchaseCapRemaining on Tenant(s)Investment TypeLocationPriceRateLease (1) Square Feet Income Properties |
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2017 Acquisition Staples (Sarasota, FL) $4.1mm Investment Single Tenant Retail 5.0 yrs. remaining lease term 18,120 Square Feet 1.20 Acres Rent escalation - $1/Sq Ft. at each option renewal Build-to-Suit built in 2012 Investment basis $225/Sq Ft High Growth Market Urban Location 37 Acquisition Cap Rate 7.1% Income Properties |
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2017 Acquisition Staples (Sarasota, FL) $4.1mm Investment High Growth Market Urban Infill Location 38 Income Properties |
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2016 Acquisition 3600 Peterson (Santa Clara, CA) $30.0mm Investment Single Story - Class A Office 100% Leased Tenancy: Two tenants 5.3 year weighted avg. remaining lease term 75,841 Square Feet 5.24 Acres Complete ($14mm) renovation in 2014 3% annual rent escalations Additonal 100,000 Sq Ft of development permitted Investment basis $395/Sq Ft Potential for Additional Density 39 Acquisition Cap Rate 7.77% Income Properties |
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2016 Acquisition 3600 Peterson (Santa Clara, CA) $30.0mm Investment In June of 2016 LeEco acquired a 48.6 acre site from Yahoo for $250 MM In April of 2016 Boston Properties Purchased 3625 Peterson Way for $78 MM / $358 PSF Menlo Equites & Beacon Capital The Campus $600 PSF Well Located in Growth Market 40 Income Properties |
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2016 Acquisition CVS Ground Lease (Dallas, TX) $14.9mm Investment 25 years of lease term remaining 10,340 Square Feet S&P credit rating: BBB+ 0.91 Acres New construction, built in 2016 Up to 400,000 sq. feet of development permitted Rent escalation 7.5% yr. 21 3-Mile Demographics Population: 177,625 Avg. HH income: $89,619 Covered Land Play Redevelopment Opportunity 41 Acquisition Cap Rate 4.60% Income Properties |
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2016 Acquisition Bloomin Brands NNN Sale Leaseback (TX, NC, VA) $14.9mm Investment Acquired all properties with new 15 year lease terms 26,217 rentable square feet S&P credit rating: BB 7.92 Acres Rent escalations 1% per yr. 3-Mile Demographics - Huntersville, NC Charlottesville, VA Portfolio Population: 73,217 Avg. HH income: $88,036 Austin, TX Performing Assets Austin, TX Strong Good Markets 42 Acquisition Cap Rate 5.60% Income Properties |
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2016 Acquisition At Home NNN Lease (Raleigh, NC) $9.2mm Investment Acquired with 13+ years of lease term remaining Basis of $79 per SF 116,334 Square Feet S&P credit rating: B 10.64 Acres Built in 1995 Rent escalations 2% per yr. 3-Mile Demographics Population: 88,281 Avg. HH income: $68,037 Low Basis Low Rent 43 Acquisition Cap Rate 6.75% Income Properties |
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2016 Acquisition At Home NNN Lease (Raleigh, NC) $9.2mm Investment Low Basis Low Rent 44 Income Properties |
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2016 Acquisition Bank of America Ground Lease (Monterey, CA) $8.4mm Investment 4.0 years lease term remaining 32,692 Square Feet S&P credit rating: A 1.26 Acres Built in 1982 >$220mm in deposits Renewal rate reset based on land value (Potential to increase yield to 7%-8%) One 10yr Renewal Option Potential Redevelopment - zoned for up to 4 stories 3-Mile Demographics Population: 61,735 Avg. HH income: $93,610 Covered Land Play Redevelopment Opportunity 45 Acquisition Cap Rate 3.50% Income Properties |
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2016 Acquisition Bank of America Ground Lease (Monterey, CA) $8.4mm Investment Redevelopment Potential 46 Income Properties |
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2016 Acquisition Century Theatres (Reno, NV) $6.9mm Investment 3.0 years of lease term remaining (for theatre) 52,474 Square Feet 12 screens 1.39 Acres Built in 2000 Intense redevelopment activity in the market 3-Mile Demographics Population: 134,475 Avg. HH income: $51,821 High Growth Market Below Replacement Cost 47 Acquisition Cap Rate 8.57% Income Properties |
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2016 Acquisition Century Theatres (Reno, NV) $6.9mm Investment Rapidly Redeveloping Market 48 Income Properties |
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Portfolio Highlights Wells Fargo (Raleigh, NC) Single-Tenant $42.3mm Investment Single-Tenant Class A Office Rent @ 50% below market Investment basis - $94/sq. ft. or approx. 50% below replacement cost 7.8 years remaining on lease ≈2% Rent Escalation in 2019 450,393 Square Feet Investment Grade Tenant: Wells Fargo Bank N.A. (AA-) Approx. 40.0 acres Potential to add 250,000 sq. feet Strong Market Low Basis Below Market Rent 49 Acquisition Cap Rate 6.53% Income Properties |
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Portfolio Highlights Wells Fargo (Raleigh, NC) $42.3mm Investment 40 Acres - Additional Density Potential 50 Income Properties |
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Portfolio Highlights 245 Riverside (Jacksonville, FL) Multi-Tenant $25.1mm Investment Class A Office Strong Retail/Residential development activity in area Investment basis ($185/sq ft) below replacement cost 4.5 years weighted average remaining on leases 100% Occupied 136,856 Square Feet Former St. Joe Headquarters built in 2003 Outperforming Underwriting Strong Market Low Basis 51 Acquisition Cap Rate 7.57% Income Properties |
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Portfolio Highlights Container Store (Glendale, AZ) Single-Tenant $8.6mm Investment 13.4 years remaining on lease 3-mi Pop. 106,525 3-mi Avg HH income $76,173 23,329 Square Feet 2015 New Construction Single-Tenant, Triple Net Lease Outparcel to Macerich’s Arrowhead Mall (avg. sales of $650 per sq. ft.) Major renovation of mall announced by Macerich Growth Market 52 Acquisition Cap Rate 7.30% Income Properties |
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Portfolio Highlights Shoppes at Sarasota Row (Sarasota, FL) Multi-Tenant $19.1mm Investment 6.9 years weighted average remaining on leases 59,341 Square Feet - 99% Occupied 3-mi Pop. 68,157 3-mi Avg. HH income $63,561 36,000 SF (61% of property) leased to free standing Whole Foods Market BBB-Credit 9 yrs on lease @ acquisition 23,000 square feet of ground floor retail 455 space parking garage Strong Urban Infill Location 53 Income Properties |
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Potential Redevelopment Opportunities Bank of America Monterey, CA Bank of America Branch Two Story 1.26 Acres Up to 4 stories Beach Parcel Daytona Beach, FL Beachfront Land Vacant 900 Units 1.2mm SF 6.04 Acres Additional Value Creation 54 Wells FargoAdditional Raleigh, NC40.33 Acres450,000 SF Office250,000 SF 3600 Peterson Way76,000 SF OfficeApproximately Santa Clara, CA5.24 AcresSingle Story177,000 SF CurrentPotential PropertySite SizeImprovementsDevelopment CVS/PharmacyCVSApproximately Dallas, TX0.91 AcresSingle Story400,000 SF Income Properties |
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(B)(I) Opportunistic Investment The Grove at Winter Park (Winter Park, Approx. 112,000 sq ft 50% Leased 56,200 sq ft Leased 14.35 acres 3-mi Pop. 93,236 3-mi Avg HHI $59,994 FL) Total Estimated Investment ≈$12.5mm (1) Active negotiations could increase occupancy to 70% Virtually Vacant When Acquired (1) $3.1mm initial investment plus estimated renovations and tenant improvements of $9.4mm Potential Stabilized Yield 8% - 10% 55 20 yr lease term Est. ‘18 opening 39k sq foot anchor space 15 yr lease term Opened Feb. ‘17 Anchor Income Properties |
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Opportunistic Investment The Grove at Winter Park (Winter Park, FL) 24 Hour Fitness Grand Opening 56 Income Properties |
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2016 Dispositions ($’s in millions) $74.3 million in Proceeds Remaining Lease Term 3.8 yrs 3.1 yrs 9.3 yrs 9.6 yrs 3.1 yrs 14.7 yrs 10.9 yrs Sales Price $5.2 $2.4 $3.0 $9.1 $3.0 $51.6 $74.3 Exit Cap Rate 9.55% 12.10% 7.23% 6.29% 9.53% 4.73% 5.79% Total Gain/(Loss) $0.2 ($0.2) $0.8 $0.3 ($0.9) $11.1 $11.3 Property/Portfolio PSF (1) American Signature (Daytona Beach, FL) CVS (Sebring, FL) Teledyne (Daytona Beach, FL) Lowe’s (Lexington, NC) PNC Bank (Altamonte Springs, FL) 14 Asset Portfolio Total $99 $218 $195 $79 $727 $402 $228 (1) Sales price per square foot Weighted average exit cap rate Favorable to low end of Guidance Harvesting Value Reinvest & Replace NOI 57 Income Properties |
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How CTO Stacks up Source: Analyst reports and company filings Top 3 based on NOI (F) With Diversified Triple-Net REITs Top 3 Locations Cap Rate (1) Top 3 Tenants (2) Rating Term Pref./TEV Wells Fargo Hilton Grand Vacations Lowe’s AA-BB A-North Carolina California Florida 9.4 (1) N/A 32.% Bank of America Lifetime Fitness Amazon A B AA-Texas Illinois California 7.0% 7.9 33.1% Shopko 84 Lumber Walgreens NR NR BBB Texas California Illinois 7.1% 10.5 42.7% Walgreens FedEx Dollar General BBB BBB BBB California Texas Florida 5.1% 9.8 26.7% Peer Average (1) Average Remaining Lease Term for Single-Tenant portfolio Superior Portfolio Quality 58 7.1%10.139.7% American Multi-CinemaB Regal CinemasB+N/A 6.8%TopgolfNR13.033.9% SunocoBBBTexas Mister Car WashBFlorida 5.9%LA FitnessN/A11.5Ohio30.3% WalgreensBBBMichigan WalmartAAFlorida 5.5%WawaNR10.8Ohio20.0% ImpliedTenant CreditAverage LeaseDebt + Income Properties |
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Commercial Loan As of December 31, 2016 Investments $24.0 million invested Wtd. Avg. Rate 8.9% GLENN HOTEL DFW HYATT $9.0mm B-Note Sarasota, FL Rate: LIBOR + 750 Maturity: June ’17 Max Maturity: June ’18 $10.0mm Mezzanine Loan Dallas, TX Rate: LIBOR + 725 Maturity: Sept. ’17 Max Maturity: Sept ‘18 $5.0mm Mezzanine Loan Atlanta, GA Rate: 12% fixed Maturity: Feb ’19 Max Maturity: Feb ‘19 Opportunity to Monetize 59 Loan Investments |
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LPGA International Cash Payment Cap Ex Commitment Per Round Surcharge (1) Contributed Land (2) Future Sale Participation (4) In lieu of $1.7mm Remaining Lease Payments Renovate Jones course $1/round - $70k/yr. 14.28 acres - in CDD (3), $0 basis 10% of sales proceeds > $4mm $1,500,000 $300,000 $700,000 $95,000 N/A Lower Golf Operating Expenses Land Carry Savings (CDD Land) Eliminated operating lease payment CDD Assessment/Property Taxes $280,000 $14,000 $1.5mm payment pays off remaining 5 yrs. of lease payments ($1.7mm) Reduces operating costs by $280k/yr. (71% of 2016 operating loss) Reduce land carry costs - $14k/yr. Combining ownership interests enhances opportunity to maximize value of investment Membership Count 1. 2. 3. 4. Surcharge paid to the City of Daytona Beach Value represents payment for termination of allocated CDD debt Community Development District – quasi governmental structure If CTO sells LPGA International within 6 years from date of acquisition 60 Annual Cost Savings Transaction ComponentsValue Golf Operations |
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(A) Liquidity and Leverage As of December 31, 2016 80% of Debt at Fixed rate as of December 31, 2016 Liquidity Position ($ in 000’s) Debt Schedule ($ in millions) Credit Facility Convertible Notes CMBS Loan CMBS Loan Mortgage Loan Total $ 40.7 - - - - $ 34.3 75.0 30.0 7.3 25.0 2.69% 4.50% 4.33% 3.66% 3.17% (5) 1.6 3.2 17.8 (4) 1.2 4.3 (3) $ 40.7 $ 171.6 3.88% 5.5 1. 2. 3. 4. 5. Total Commitment of Credit Facility = $75 million Amount Outstanding at face value for Convertible Notes Stated rate = 30-Day LIBOR plus 135-225 bps Maturity includes first 10 years I/O Variable Rate Mortgage Loan fixed with Interest Rate Swap Attractive Debt Rates and Duration 61 Borrowing Base Amount Maturity in Capacity (1)Outstanding (2)Rate Years |
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(C)(G) Share Repurchase Program $14.8mm – Avg. Price $50.03 As of December 31, 2016 2016 Repurchase Activity Increased Pace of Buybacks 62 $ Invested Shares Purchased Qtr. Shares $ Invested Price/Sh. Q1 28,862 $1,339,613 $46.41 Q2 33,889 $1,658,922 $48.95 Q3 50,678 $2,485,760 $49.05 Q4 38,024 $1,947,601 $51.22 Total 151,453 $7,431,896 $49.07 $8,000,000 $7,000,000 $6,000,000 $5,000,000 $4,000,000 $3,000,000 $2,000,000 $1,000,000 $- Pre-2012 2012 2013 2014 2015 2016 160,000 140,000 120,000 100,000 80,000 60,000 40,000 20,000 |
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2016 Guidance – Year As of December 31, 2016 End Review Acquisition of Income-Producing Assets $70mm - $85mm $86.7mm Disposition of Income Properties (2) $15mm - $25mm $22.7mm Land Transactions (sales value) $25mm - $35mm $13.8mm (1) Earnings per share guidance provided in February 2016 excluded the potential gain on the sale of the 14 asset portfolio (the “Portfolio Sale”) . The gain on the Portfolio Sale ultimately equaled $1.20 per share. Excluding the impact of the Portfolio Sale, actual earnings per share for 2016 would have equaled $1.66 per share. (2) Excludes Portfolio Sale with proceeds of $51.6 million, including the buyer’s assumption of the $23.1 million secured debt on the portfolio, reflecting an exit cap rate of approximately 4.73%. Executing Business Plan 63 Leverage Target (as % of Total Enterprise Value)< 40% 33% Target Disposition Yields (2)7.00% - 10.00%8.20% Target Investment Yields (Initial Yield – Unlevered)6% - 8%6.33% 2016 GuidanceYTD Q4 2016 Earnings per share (Basic)$2.75-$3.00/share$2.86/share (1) |
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2017 Guidance Earnings per share (Basic) (1) $2.25 - $2.45 Target Investment Yields (Initial Yield – Unlevered) 6% - 8% Land Transactions (sales value) (B) $30mm - $50mm (1) Earnings per share in 2016, excluding the gain on the Portfolio Sale, equaled $1.66 per share. Land Transactions subject to Federal & State Permitting Process 64 Leverage Target (as % of Total Enterprise Value)< 40% Disposition of Income Properties (B)$0mm Acquisition of Income-Producing Assets (B)$50mm - $70mm 2017 Guidance |
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Development on our Land Tanger Outlets as of 1.31.17 $100mm Investment – 900 Jobs 65 |
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Development on our Land Tanger Outlets Grand Opening Opened November 18, 2016 66 |
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Development on our Land Integra as of 1.31.17 264 Unit Multi-Family Project 67 |
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Development on our Land TopBuild as of 1.31.17 Opened January ‘17 68 |
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Development on our Land CarMax as of 1.31.17 Opened October ‘16 69 |
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Development on our Land Orthopedic Clinic as of 1.31.17 Medical Office 70 |
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Shareholder Friendly - Corporate Governance 2011 - 2015 2011 - Reduced Board of Directors from 11 to 7 (currently 8 until 2017 annual meeting) 2012 - Implemented Non-Staggered Board - Annual Election 2012 - Implemented claw-back provision for equity incentive plan 2011/2014 - Discontinued executive perks (pension, deferred comp, car, club) 2016 Hired Deutsche Bank – Comprehensive review of Strategic Alternatives Increased dividend– from semi-annual to quarterly; from $0.08/sh to $0.16/sh annually Adopted claw-back for cash bonus plan Prohibited Margin of CTO Stock held by Executives & Board Enhanced stock ownership requirements for CEO & Board 7 of 8 Directors - Independent (7 to be nominated at ‘17 Annual Mtg.), Increased Diversity Held first ever Earnings Calls (Q2 and Q3) and Investor Day Say-on-Pay Outreach by Board : feedback regarding compensation programs Hired third-party consultants: review & recommend governance/compensation changes 71 |
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Top InstitutionalShareholders Shareholder Wintergreen Advisers LLC (1) Shares 1,553,075 % 27.06 BlackRock Institutional 335,095 5.84 Northern Trust Corporation 305,078 5.32 Carlson Capital LP 198,128 3.45 Vanguard Group 189,979 3.31 Dimensional Fund Advisors 186,616 3.25 Fenimore Asset Management 155,224 2.70 State Street Corp 76,179 1.33 Oasis Management Co. LTD 70,000 1.22 Cardinal Capital Management 57,546 1.00 UBS 57,398 1.00 TOP SHAREHOLDERS 3,184,205 55.48% 72 1.Source: Bloomberg as of February 6, 2017 |
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Experienced Team Started with Company • Morgan Stanley • Morgan Stanley • Cobb Cole 14 Full-Time Employees 73 John P. Albright President and CEO • Archon Capital, a Goldman Sachs Company • 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 • Crescent Real Estate Equities 2012 Teresa J. Thornton-Hill Vice President - Corporate Counsel • ICI Homes • 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 |
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Board of Directors 74 Director Since John P. Albright President & Chief Executive Officer of the Company 2012 John J. Allen President of Allen Land Group, Inc. 2009 Laura M. Franklin Executive Vice President, Accounting & Administration of Washington REIT (retired) 2016 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 |
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Well-Positioned as ofDecember 31, 2016 Land 9,800 :t ACRES (386) 274-2202 info@ctlc.com IITOMOKA CONSOLIDATED 75 |
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Endnotes A. B. Debt amount includes the face value of the Convertible Notes outstanding as of December 31, 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 Completion dates for construction are based on company estimates or publicly available information Net operating income (“NOI”), which is rental income less direct costs of revenues, is calculated based on current portfolio as of February 3, 2017 reflecting: (i) expected estimated annualized rents and costs for 2017 plus (ii) billboard income. NOI does not include revenues and costs for any income properties sold in 2016, and excludes non-cash items including impact of straight-line rent and amortization of lease intangibles. 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 C. D. E. F. G. H. There can be no assurances regarding the value ultimately received for the Company’s assets, or in the under contract, the likelihood that such transactions shall be closed or the timing or final terms thereof. There can be no assurances regarding the amount of our total investment or the timing of such investment. case of the transactions I. 76 |
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Contact Us 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. 77 |