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): October 18, 2017
Consolidated-Tomoka Land Co.
(Exact name of registrant as specified in its charter)
Florida (State or other jurisdiction of incorporation) |
001-11350 (Commission File Number) |
59-0483700 (IRS Employer Identification No.) |
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1140 N. Williamson Blvd., Suite 140 Daytona Beach, Florida (Address of principal executive offices) |
32114 (Zip Code) |
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Registrant’s telephone number, including area code: (386) 274-2202 |
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Not Applicable (Former name or former address, if changed since last report.) |
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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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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 October 18, 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 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 Q3 2017
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: October 18, 2017
By: /s/Mark E. Patten
Mark E. Patten
Senior Vice President and Chief Financial Officer
Consolidated-Tomoka Land Co.
Exhibit 99.1
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ON THE RIGHT PATH 2017 THIRD QUARTER INVESTOR PRESENTATION Wells Fargo Raleigh, NC October 19, 2017 October 18, 2017 NYSE American: CTO |
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FORWARD LOOKING STATEMENTS 2 THIRD QUARTER 2017 INVESTOR PRESENTATION CONSOLIDATED TOMOKA 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, 2016, 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 found on Slide 32 |
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CTO’S STRATEGY Consistently Executed Since 2011 3 THIRD QUARTER 2017 INVESTOR PRESENTATION CONSOLIDATED TOMOKA CONVERT INTO INCOME Grow, Improve, Enhance & Diversify MONETIZING LAND Using 1031 structure GROW NAV AND NARROW DISCOUNT BETWEEN STOCK PRICE AND NAV Monetizing land at prudent pace, converting to income, increasing free cash flow Efficient Overhead – Conservative Balance Sheet Returning Capital to Shareholders – Increasing Dividend, Buying Back Stock Commitment to Governance & Alignment of Management |
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’12 – ’16 CAGR 43.9% Total Revenues ($000’s) TRACK RECORD OF STRONG OPERATING RESULTS 4 THIRD QUARTER 2017 INVESTOR PRESENTATION CONSOLIDATED TOMOKA Annual Results for 2012 – 2016 and YTD 2017 (as of September 30, 2017) Operating Income Book Value Per Share Earnings Per Share (1) ($000’s) ’12 – ’16 CAGR 156.4% ’12 – ’16 CAGR 131.3% ’12 – ’16 CAGR 7.3% Consistent Growth in Key Metrics (1) Basic Earnings per Share $16,581 $26,070 $36,057 $42,998 $71,075 $73,932 $- $20,000 $40,000 $60,000 $80,000 2012 2013 2014 2015 2016 YTD 2017 $0.10 $0.64 $1.11 $1.44 $2.86 $3.13 $0.00 $0.50 $1.00 $1.50 $2.00 $2.50 $3.00 $3.50 2012 2013 2014 2015 2016 YTD 2017 $864 $6,279 $12,593 $20,269 $37,320 $34,647 $- $10,000 $20,000 $30,000 $40,000 2012 2013 2014 2015 2016 YTD 2017 $19.58 $20.53 $21.83 $22.81 $25.97 $28.58 $0.00 $5.00 $10.00 $15.00 $20.00 $25.00 $30.00 2012 2013 2014 2015 2016 YTD 2017 |
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CTO SNAPSHOT 5 THIRD QUARTER 2017 INVESTOR PRESENTATION CONSOLIDATED TOMOKA As of September 30, 2017 (unless otherwise noted) Land Holdings (2) Income Properties Loan Investments Subsurface Interests (2) Equity Market Cap (1) $ 332.6 million Debt (E) $ 178.3 million Total Enterprise Value (‘TEV’) (1) (E) $ 510.9 million Cash (including 1031 restricted cash) $ 11.4 million Leverage (net debt to TEV) (1) (E) 32.7% Closing Price (1) $59.60 Annual Dividend (3) $0.20 52-Week High (1) $61.70 52-Week Low (1) $48.65 Shares Outstanding 5.581 million Average Daily Trading Volume (1) ≈11,000 8,100 Acres Undeveloped Land 5,840 Acres or 72% Under Contract/Term Sheet $146.1 million (1)(A) Avg. Price $25k/acre 36 Properties (1) >1.9 million Sq. Ft. (1) Retail and Office NOI $22.0 million (C) Value at 6.0% - 6.5% Cap Rate (F) = $338 million - $366 million 4 Loans Hotel, Retail & Multi-Family NOI = $2.6 million Average Yield 9.6% $26.9 million principal Max. Maturity 0.9 yrs. 460,000 Acres $11.3 million in Revenue from 2014 – YTD 2017 MONETIZE GROW MONETIZE MONETIZE Significant Operating Segments Converting Land to Income Growing Cash Flow (1) As of October 13, 2017 (2) Land Holdings and subsurface interests are part of real estate operations segment (3) Based on annualized quarterly dividend of $0.05 per share |
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MOMENTUM MONETIZING LAND 6 CONSOLIDATED TOMOKA Monetizing Land With Tax Deferred Strategy (Land Sales in $000’s) 2012 – YTD 2017 Total Sales $88.5mm Acres Sold 2,620 Current Management Team 2005 – 2011 Total Sales $86.7mm Acres Sold 1,077 7 years ≈ 6 years Current CEO Hired August 2011 THIRD QUARTER 2017 INVESTOR PRESENTATION Dramatic Accelerating Monetizing Land (1) Includes non-binding Term Sheet for $15mm investment for 70% of to-be-formed Mitigation Bank Joint Venture (2) As of October 18, 2017 (1) (2) Annual Land Sales for 2005 – 2016, YTD 2017(2) & Pipeline(A) as of 10/18/17 $36,205 $20,703 $23,095 $4,258 $2,502 $0 $0 $618 $2,990 $8,807 $22,529 $13,759 $39,839 $146,114 -$10,000 $10,000 $30,000 $50,000 $70,000 $90,000 $110,000 $130,000 $150,000 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 YTD 2017 Pipeline |
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PIPELINE OF POTENTAL LAND SALES(A) 11 DIFFERENT BUYERS 72% of Remaining Land As of October 18, 2017 SF –Single Family; AR –Age Restricted, MF – Multi-Family Commercial/Retail Total Acreage East of I-95 1,100 Acres 10 THIRD QUARTER 2017 INVESTOR PRESENTATION Total Acreage West of I-95 7,000 Acres 1 12 2 3 4 6 7 8 9 11 10 Contract/Parcel Acres Contract Amount (rounded) Price per Acre (rounded) Timing ICI Homes II (SF) 1,016 $21.0mm $21,000 ‘19 Minto II (AR) 1,614 $26.5mm $16,000 ’18 Mitigation Bank 2,492 $15.0mm $6,000 ‘18 ICI (SF) – Option Parcel 146 $1.4mm $10,000 ‘19 Residential (SF) 200 $3.3mm $17,000 ’18 Residential (MF) 45 $5.2mm $116,000 ’18 – ‘19 Commercial/Retail 123 $29.3mm $238,000 ’18 – ‘19 Buc-ee’s 35 $14.0mm $400,000 ’18 North Amer. Dev Grp 62 $17.0mm $273,000 ’17 – ‘18 Specialty Grocer 9 $2.7mm $300,000 ’18 Commercial/Retail 21 $5.8mm $275,000 ’17 – ‘18 Distribution/Warehouse 71 $5.0mm $70,000 ’18 – ‘19 Totals/Average 5,840 $146.1mm $25,000 1 11 2 3 4 5 6 7 8 10 9 5 12 Substantial Pipeline for Continued Growth to Income (1) (2) (2) (3) (4) Note: For footnotes #1 through #4 see slide 35 |
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LAND UNDER CONTRACT(A) THIRD QUARTER 2017 INVESTOR PRESENTATION 11 CONSOLIDATED TOMOKA Total Acres (Remaining Under Contract) 62 Sales Price $17.0mm Price Per Acre $273,000 Expected Closing ‘17 – ‘18 Tomoka Town Center Big Box Retail Power Center |
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12 THIRD QUARTER 2017 INVESTOR PRESENTATION CONSOLIDATED TOMOKA LAND UNDER CONTRACT(A) Total Acres 35 Sales Price $14.0mm Price Per Acre $400,000 Expected Closing ‘18 Commercial/Retail First Site Selected for Buc-ee’s Outside Texas |
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10 THIRD QUARTER 2017 INVESTOR PRESENTATION CONSOLIDATED TOMOKA LAND UNDER CONTRACT(A) Total Acres 9 Sales Price $2.7mm Price Per Acre $300,000 Expected Closing ‘18 Commercial/Retail National Grocer |
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11 THIRD QUARTER 2017 INVESTOR PRESENTATION CONSOLIDATED TOMOKA LAND UNDER CONTRACT(A) Total Acres 123 Sales Price $29.3mm Price Per Acre $238,000 Expected Closing ’18 – ‘19 Commercial/Retail |
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12 THIRD QUARTER 2017 INVESTOR PRESENTATION CONSOLIDATED TOMOKA LAND UNDER CONTRACT(A) Total Acres 71 Sales Price $5.0mm Price Per Acre $70,000 Expected Closing ’18 – ‘19 Distribution/Warehouse 400,000 SF Distribution Center |
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13 THIRD QUARTER 2017 INVESTOR PRESENTATION CONSOLIDATED TOMOKA LAND UNDER CONTRACT(A) Total Acres 45 Sales Price $5.2mm Price Per Acre $116,000 Expected Closing ’18 – ‘19 Multi-Family |
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ABSORPTION OF LAND WEST OF I-95(A) Largest Area of Land Holdings Parcel Use Acres $ Amount Amount per Acre Est. Timing 1 Residential 1,016 $21.0mm $21k ’19 2 Residential 1,614 $26.5mm $16k ’18 3 Mitigation Bank (1) 2,492 $15.0mm $6k ’18 4 Residential 146 $1.4mm $10k ’19 5 Residential 200 $3.3mm $17k ’18 14 THIRD QUARTER 2017 INVESTOR PRESENTATION CONSOLIDATED TOMOKA 1 2 3 4 5 (1) Under non-binding term sheet for third-party to acquire approximately 70% of a to-be-formed mitigation bank joint venture Near Term Absorption of Largest Land Tract |
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MITIGATION BANK OPPORTUNITY(A) Opportunity to convert approximately 2,500 acres of land into a wetland mitigation bank in Tiger Bay Basin serving eastern Volusia & southern Flagler Counties in greater Daytona Beach area. Acres: 2,492 Est. Initial Credit Sales (1) : Q2 2018 Potential JV Closing: 2018 Non-binding term sheet signed for the sale of an approximately 70% interest in a to-be-formed mitigation bank joint venture for $15 million 15 THIRD QUARTER 2017 INVESTOR PRESENTATION CONSOLIDATED TOMOKA (1) Subject to federal and state permitting and amount of credits produced by the mitigation bank Mitigation Bank Joint Venture |
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INCOME PROPERTY INVESTMENTS (1) 22 CONSOLIDATED TOMOKA Converting Land into Income ($000’s) 2012 – YTD 2017 Total Acquisitions $320.4mm Current Management Team 2005 – 2011 Total Acquisitions $59.6mm 7 years ≈ 6 years Current CEO Hired August 2011 Annual Acquisitions for 2005 – 2016 & YTD 2017 and Pipeline as of 10/18/17 THIRD QUARTER 2017 INVESTOR PRESENTATION Diversified Markets Higher Quality Properties (1) Pipeline represents single-tenant office property under contract as of October 18, 2017 (H) $34,870 $15,083 $0 $9,692 $0 $0 $0 $25,717 $39,272 $42,166 $81,734 $91,475 $40,040 $40,000 $0 $20,000 $40,000 $60,000 $80,000 $100,000 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 YTD 2017 Pipeline |
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PORTFOLIO HIGHLIGHTS As of September 30, 2017 Annual NOI (C) ≈$22.0mm 23 THIRD QUARTER 2017 INVESTOR PRESENTATION CONSOLIDATED TOMOKA Portfolio Mix Transitioning to Single-Tenant Over Time Square Feet >1.9mm 43% 57% Office Retail 63% 37% Single-Tenant Multi-Tenant |
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PORTFOLIO HIGHLIGHTS 18 THIRD QUARTER 2017 INVESTOR PRESENTATION CONSOLIDATED TOMOKA As of September 30, 2017 Total Properties Annualized NOI (1) (C) Total Square Feet (2) Weighted Average Lease Term Investment Grade Tenants Different Industries in Tenant Mix States Single Tenants >10% of NOI (C) 36 $22.0 1.9 7.3 40.3% 16 11 1 Stronger Markets Stronger Credits (1) $ in millions (2) Square feet in millions Raleigh 15.4% Santa Clara 10.5% Jacksonville 9.7% Orlando 8.7% Sarasota 7.0% Atlanta 5.8% Daytona Beach 5.4% Phoenix 4.5% Tampa 4.5% Houston 4.2% Charlotte 4.0% Fort Worth 3.8% Dallas 3.7% Reno 2.7% Seattle 2.5% Other 7.8% |
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33 THIRD QUARTER 2017 INVESTOR PRESENTATION CONSOLIDATED TOMOKA SINGLE-TENANT PORTFOLIO (1) Two properties Better Real Estate Strong Cash Flow (C) Tenant/Building S&P Credit Rating Location Property Type Rentable Square Feet Remaining Lease Term % of NOI Wells Fargo AA- Raleigh, NC Office 450,393 7.0 12.5% Hilton Grand Vacations BB+ Orlando, FL Office 133,914 4.2 6.8% Lowe's A Katy, TX Retail 131,644 9.3 4.2% LA Fitness B+ Brandon, FL Retail 45,000 14.6 3.9% CVS BBB+ Dallas, TX Retail 10,340 24.4 3.1% Harris Teeter NR Charlotte, NC Retail 45,089 10.6 3.1% Container Store NR Phoenix, AZ Retail 23,329 12.4 2.9% At Home B Raleigh, NC Retail 116,334 12.0 2.8% Rite Aid B Renton, WA Retail 16,280 8.8 2.5% Dick's Sporting Goods NR McDonough, GA Retail 46,315 6.3 2.2% Jo-Ann Fabric B Saugus, MA Retail 22,500 11.3 2.0% Best Buy BBB- McDonough, GA Retail 30,038 3.3 1.9% Barnes & Noble NR Daytona Beach, FL Retail 28,000 0.3 1.8% Big Lots NR Glendale, AZ Retail 34,512 5.3 1.7% Walgreens BBB Alpharetta, GA Retail 15,120 8.1 1.6% Big Lots BBB Germantown, MD Retail 25,589 6.3 1.6% Walgreens BBB Clermont, FL Retail 13,650 11.5 1.5% Bank of America A+ Monterey, CA Retail 32,692 3.2 1.3% Staples NR Sarasota, FL Retail 18,120 4.3 1.3% Outback BB Charlottesville, VA Retail 7,216 14.0 1.3% Outback BB Charlotte, NC Retail 6,297 14.0 0.9% Outback BB Austin, TX Retail 6,176 14.0 0.9% Carrabas BB Austin, TX Retail 6,528 14.0 0.7% Total Single Tenant 1,265,076 9.1 62.6% (1) |
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20 THIRD QUARTER 2017 INVESTOR PRESENTATION CONSOLIDATED TOMOKA MULTI-TENANT PORTFOLIO Better Balance Strong Cash Flow (1) Two properties (C) Weighted-Average Remaining Lease Term for Total Portfolio = 7.3 yrs. Tenant/Building S&P Credit Rating Location Property Type Rentable Square Feet Remaining Lease Term % of NOI 3600 Peterson NR Santa Clara, CA Office 75,841 4.5 10.5% 245 Riverside Ave N/A Jacksonville, FL Office 136,856 4.1 9.6% Whole Foods Centre BBB- Sarasota, FL Retail 59,341 4.9 5.7% Westcliff Shopping Center N/A Ft. Worth, TX Retail 136,185 4.6 3.8% Reno Riverside BB Reno, NV Retail 52,474 2.2 2.7% Concierge Office N/A Daytona Beach, FL Office 22,012 1.8 1.7% Mason Commerce Center N/A Daytona Beach, FL Office 30,720 3.9 1.7% Fuzzy's/World of Beer NR Brandon, FL Office 6,715 7.1 0.6% 7-11/Dallas Pharmacy A Dallas, TX Retail 4,685 7.0 0.6% The Grove NR Winter Park, FL Retail 112,292 N/A 0.3% Williamson Busi Park N/A Daytona Beach, FL Office 15,360 6.8 0.2% Total - Multi-Tenant 652,481 4.2 37.4% (1) |
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Rank CTO MSA Investment Development Austin, TX 3rd 1st Dallas/Ft. Worth, TX 1st 5th Portland, OR 8th 2nd Seattle, WA 2nd 8th Los Angeles, CA 6th 6th Nashville, TN 9th 3rd Raleigh/Durham, NC 13th 4th 8 Orange County, CA 5th 10th Charlotte, NC 12th 7th San Francisco, CA 7th 13th Denver, CO 15th 9th Boston, MA 10th 14th New York/Manhattan, NY 4th 20th Oakland/East Bay, CA 16th 12th Atlanta, GA 11th 15th New York/Brooklyn, NY 14th 19th San Jose, CA 20th 11th 18 Salt Lake City, UT 18th 17th Chicago, IL 17th 21st Tampa, St. Petersburg, FL 23rd 16th Phoenix, AZ 19th 23rd Orlando, FL 27th 18th San Diego, CA 24th 22nd Washington D.C. 21st 28th Miami, FL 25th 26th Income Properties in Top 25 Markets Investment – Indicates ranking of acquisition capital into respective market Development – Indicates ranking of development capital into respective market Source: 201Source: ‘Emerging Trends in Real Estate’ publication by Urban Land Institute and PWC TARGET MARKET MAP Seattle Portland San Francisco Silicon Valley Los Angeles San Diego Phoenix Reno Salt Lake City Denver Dallas Austin Houston Nashville Atlanta NOI (C) from Properties in Top 25 Markets 21 THIRD QUARTER 2017 INVESTOR PRESENTATION CONSOLIDATED TOMOKA Market Focus Targeting Long-Term Real Estate 26 76% |
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ACQUISITION METHODOLOGY 22 THIRD QUARTER 2017 INVESTOR PRESENTATION CONSOLIDATED TOMOKA INVESTMENT TARGET Real Estate Attributes Demo – graphics Land Value Market Comps Alternative Use Parking Access Visibility Traffic Counts Location Property Level Sales Credit- Worthiness Tenant Attributes Store Comparisons Rent Coverage Tenant’s Market Presence Rent Relative To Market Space vs Tenant Standards Corporate Considerations Cap Ex Requirements Strategic Fit Consistency w/Market Focus Align w/1031 Execution Property Management Need Return Expectations Market Conditions Tenant Industry Local & National Economy Job & Population Growth Cap Rate Trends Legislative Risks Overall Capital Markets Disciplined Approach Focused on Fundamentals |
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HOW CTO’S PORTFOLIO STACKS UP Three Mile Population(1) Implied Cap Rate(1) 3-Mile Median Household Income(1) 23 THIRD QUARTER 2017 INVESTOR PRESENTATION CONSOLIDATED TOMOKA 3-Mile Avg. Household Income(1) Stronger Demographics Higher Density Source of Peer Info: FBR & Co. (1) CTO info as of Sept. 30, 2017 93,059 58,580 54,502 53,043 51,526 51,452 0 20,000 40,000 60,000 80,000 100,000 CTO NNN O ADC VER SRC 6.0% 5.2% 5.7% 6.9% 7.8% 0.0% 5.0% 10.0% CTO NNN O ADC VER SRC $70,625 $56,085 $54,953 $53,087 $52,473 $51,669 $0 $20,000 $40,000 $60,000 $80,000 CTO NNN O ADC VER SRC $84,807 $71,810 $70,623 $67,870 $67,396 $66,391 $0 $20,000 $40,000 $60,000 $80,000 $100,000 CTO NNN O ADC VER SRC |
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TOP TENANTS VERSUS PEERS Avg. Lease Term 7.3 Leverage Level 32.7%(1) Office/Retail/Other 57%/43% AA- 12.5% BB+ 6.8% A+ 5.7% A- 4.2% B+ 3.9% BBB 6.7% BBB 5.3% BBB 4.0% B+ 4.1% BB+ 3.6% BBB 8.8% AA 3.9% B+ 3.4% A- 2.9% BBB+ 2.5% 24 THIRD QUARTER 2017 INVESTOR PRESENTATION CONSOLIDATED TOMOKA Source of Peer Info: FBR & Co. as of October 16, 2017 and Investor Presentations of applicable Peer Co. Tenant % reflects percentage of total NOI (C) BB- 5.3% AA 4.3% B+ 3.8% B+ 3.5% NR 3.4% Avg. Lease Term 9.6 Leverage Level 27.8% Avg. Lease Term 10.6 Leverage Level 23.2% Avg. Lease Term 11.5 Leverage Level 33.4% Avg. Lease Term 9.5 Leverage Level 45.6% Avg. Lease Term 14.0 Leverage Level 30.0% B+ 2.4% NR 2.1% NR 2.0% NR 1.9% NR 3.1% BBB 3.3% BB+ 3.3% BBB 3.1% BBB 2.8% B- 7.0% Office/Retail/Other 5%/80%/15% Office/Retail/Other 0%/100%/0% Office/Retail/Other 21%/63%/16% Office/Retail/Other 0%/86%/14% Office/Retail/Other 0%/100%/0% Better Real Estate Better Credit CTO info as of Sept. 30, 2017 |
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OPPORTUNISTIC INVESTMENTS IN INCOME 25 THIRD QUARTER 2017 INVESTOR PRESENTATION CONSOLIDATED TOMOKA Expected opening Q1 2018 Total estimated investment: $17.7 million Prior owner (developer) acquired the land in 2007 for approximately $34.5 million Received entitlement for >1 million sq. ft. 6.04 acres Daytona Beach The Beach Parcel Near Term Investment: 2 Single Tenant Properties (restaurants) Land Est. development costs $6.9M(H) $10.8M Estimated investment yield (near term investment): 7% - 11% unlevered (I) Scheduled to Open Q1 2018 Finding Opportunistic Value Creating Favorable Returns Income Growth for 2018 |
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NAV WORKSHEET (A)(F)(I) 26 CONSOLIDATED TOMOKA THIRD QUARTER 2017 INVESTOR PRESENTATION Cap Rate on in place NOI (C) Contract and non-binding Term Sheet amounts As of October 18, 2017 Excludes intangible lease liabilities Indicative of Meaningful Discount in our Stock Price Highlighted Components of NAV Basis for Value or Estimate Approx. Acres Income Properties @ 6.5% Cap Rate Cap Rate (1) 337,000,000 $ The Grove at Winter Park Book Value (Including CIP) 11,000,000 $ Land Pipeline Pipeline Amount (2) 5,834 146,000,000 $ Commercial Loans Book Value 27,000,000 $ Subsurface Interests Estimated Value 15,000,000 $ Mitigation & Impact Fee Credits Book Value 1,000,000 $ Golf Assets Book Value 5,000,000 $ Cash Book Value 11,000,000 $ Beach Parcel Book Value (Land & CIP) 14,000,000 $ Total Value of Assets included in NAV 567,000,000 $ Less: Debt Face Value (E) (178,000,000) $ Other Liabilities (Excluding Def. Tax Liability) (3) Book Value (10,000,000) $ Net Value of NAV Components - Excluding Available Land Holdings 379,000,000 $ 379,000,000 $ Notable Available Land Parcels Industrial Parcel West of I-95 Estimated Value 850 30,000 $ 50,000 $ 25,500,000 $ 42,500,000 $ North of LPGA Blvd. East of I-95 Estimated Value 80 150,000 $ 250,000 $ 12,000,000 $ 20,000,000 $ E. of Williamson betwe. LPGA & Strickland Estimated Value 190 60,000 $ 100,000 $ 11,400,000 $ 19,000,000 $ Gateway - Surrounding Trader Joe's Estimated Value 45 80,000 $ 125,000 $ 3,600,000 $ 5,600,000 $ SE Corner - Clyde Morris & LPGA Blvd. Estimated Value 30 100,000 $ 175,000 $ 3,000,000 $ 5,300,000 $ Across from Florida Hospital Estimated Value 26 125,000 $ 150,000 $ 3,300,000 $ 3,900,000 $ Range of Value Estimates - Notable Available Land Parcels 1,221 58,800,000 $ 96,300,000 $ Aggregate of NAV Components 437,800,000 $ 475,300,000 $ Estimated Range of Values per Acre Value Range |
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LIQUIDITY & LEVERAGE 27 THIRD QUARTER 2017 INVESTOR PRESENTATION CONSOLIDATED TOMOKA 77% of Debt at Fixed rate ≈65% Unsecured Weighted Average Rate <4.00% As of September 30, 2017 Debt Schedule ($ in millions) Liquidity Position ($ in 000’s) Total Commitment of Credit Facility = $100 million Amount Outstanding at face value for Convertible Notes Stated rate = 30-Day LIBOR plus 150-220 bps Maturity includes first 10 years I/O Variable Rate Mortgage Loan fixed with Interest Rate Swap Borrowing Base Capacity Amount Outstanding Rate Maturity in Years Credit Facility (1) (3) $59.0 $41.0 2.73% 3.9 Convertible Notes (2) $75.0 4.50% 2.5 CMBS Loan (4) $30.0 4.33% 17.1 CMBS Loan $7.3 3.66% 0.4 Mortgage Loan (5) $25.0 3.17% 3.5 Totals/Average $59.0 $178.3 3.84% 5.3 Liquidity & Flexibility Attractive Rates Largely Unsecured |
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Returning Capital to Shareholders (B)(D) 28 THIRD QUARTER 2017 INVESTOR PRESENTATION CONSOLIDATED TOMOKA Cumulative Shares Purchased Cumulative From 2012 Through October 16, 2017 Buybacks per Year $ Amount # of Shares 2012 $453,654 14,634 2013 $- - 2014 $927,913 25,836 2015 $6,484,844 119,403 2016 $7,431,896 151,453 YTD 2017 $7,136,494 134,049 Total $22,434,801 445,375 Cumulative $ Repurchased Average Price/Share $50.37 Opportunistic Repurchases Accretive to NAV $453,654 $453,654 $1,381,567 $7,866,411 $15,298,307 $22,434,801 0 80,000 160,000 240,000 320,000 400,000 480,000 $- $5,000,000 $10,000,000 $15,000,000 $20,000,000 $25,000,000 2012 2013 2014 2015 2016 YTD 2017 |
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2017 GUIDANCE UPDATE 29 THIRD QUARTER 2017 INVESTOR PRESENTATION CONSOLIDATED TOMOKA Updated 2017 Guidance YTD 2017 Earnings Per Share (Basic) $2.95 - $3.10 $3.13 (1) Acquisition of Income-Producing Assets $50mm - $70 mm $40.0mm Target Investment Yields (Initial Yield – Unlevered) 6% - 8% 6.65% Land Transactions (2) $30mm - $50mm $39.8mm Leverage Target < 40% of TEV 32.5% As of September 30, 2017 (unless otherwise noted) Includes $0.24 in non-cash earnings for the elimination of the accrued liability associated with the straight-line accounting for the land lease which was terminated as part of acquisition of LPGA International golf course land. This earnings impact was not included in the Company’s original 2017 guidance for earnings per share. As of October 18, 2017 Executing Business Plan Achieving Results The Company expects to exceed guidance for Earnings Per Share and the top end of acquisition guidance for the full year 2017 |
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REIT EVALUATION 30 THIRD QUARTER 2017 INVESTOR PRESENTATION CONSOLIDATED TOMOKA Initial Step in Evaluation Estimate of CTO’s Accumulated Historical Earnings & Profits (for required dividend in advance of conversion) Potential E&P Distribution Components: 80% stock/20% Cash Largest Impact: 1031 Gains in Retained Earnings not in E&P Other Actions/Requirements for a Conversion to REIT Structure Seek Private Letter Ruling from IRS re: distribute up to 80% of E&P in CTO stock S-4 Registration Process to merge C Corp into REIT Shareholder Vote (proxy process and shareholder meeting) Alternatives to Maximizing Value Requires Shareholder Vote Prepared by third-party tax consultant No Decision has been made by CTO to convert to REIT Structure Estimated E&P ≈$30mm – $45mm(1) |
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APPENDIX 31 THIRD QUARTER 2017 INVESTOR PRESENTATION CONSOLIDATED TOMOKA The Map |
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END NOTES 32 THIRD QUARTER 2017 INVESTOR PRESENTATION CONSOLIDATED TOMOKA End note references utilized in this presentation There can be no assurances regarding the value ultimately received for the Company’s assets, or in the case of the transactions under contract or subject to a non-binding term sheet, the likelihood that such transactions will close or the timing or final terms thereof. There can be no assurances regarding the likelihood or timing of executing the Company’s share repurchase program. Net operating income (“NOI”) relates to our Income Property Operations segment and is calculated based on our current portfolio as of September 30, 2017 reflecting: (i) expected estimated annualized rents and costs as of and for the nine months ended September 30, 2017, excluding non-cash items including straight-line rent and amortization of lease intangibles and depreciation. 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. Debt amount includes the face value of the Convertible Notes as of September 30, 2017. There can be no assurance that the cap rate range is the proper range for the Company’s portfolio of income properties or that such cap rate range would equate to an appropriate valuation range that the Company might achieve should the income property portfolio be sold as a portfolio, individually, or as part of more than one smaller portfolios comprising the entirety of the Company’s portfolio. Investment grade tenants are defined as tenants with a credit rating of BBB- or higher from the S&P rating agency and is based on our annualized rental revenue that is generated from income properties leased to investment grade tenants, including properties leased to subsidiaries of investment grade companies. There can be no assurances regarding the amount of our total investment or the timing of such investment. There can be no assurances regarding the likelihood or timing of achieving the potential stabilized yield or targeted investment yield for the investments. Footnotes for Slide #10 The amount for the Mitigation Bank represents the amount set forth in the term sheet for the buyer’s acquisition of approximately 70% of a to-be-formed joint venture that would own the Mitigation Bank, with the Company retaining 30%. Land sales transactions which require the Company to incur the cost to provide the mitigation credits necessary for obtaining the applicable regulatory permits for the buyer, with such costs representing either our basis in credits that we own or potentially up to 5% - 10% of the contract amount noted. The acres and amount include the buyer’s option to acquire 19 acres for approximately $2.0 million, in addition to the base contract of 26 acres for approximately $3.2 million. The acres and amount include the buyer’s option to acquire 71 acres for approximately $574,000, in addition to the base contract of 129 acres for approximately $2.75 million. |
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ON THE RIGHT PATH 2017 THIRD QUARTER INVESTOR PRESENTATION Wells Fargo Raleigh, NC October 19, 2017 NYSE American: CTO Consolidated-Tomoka Land Co. 1140 N. Williamson Boulevard, Suite 140 Daytona Beach, FL 32114 P: 386.274.2202 Info@ctlc.com www.ctlc.com NYSE American: CTO Investor Relations: Mark E. Patten P: 386.944.5643 mpatten@ctlc.com Contact Us 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. |