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Section 1: DEFA14A (DEFA14A)

cto_Current_Folio_20180417_DEFA14A

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ◻

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Confidential, For Use of the Commission Only (As Permitted by Rule 14a‑6(e)(2))

 

 

 

Definitive Proxy Statement

 

 

 

Definitive Additional Materials

 

 

 

Soliciting Material under Rule 14a‑12

 

CONSOLIDATED-TOMOKA LAND CO.

(Name of Registrant as Specified in its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

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(2)

 

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(3)

 

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The following press release was issued by Consolidated-Tomoka Land Co. on April 17, 2018.

Picture 1

Press

Release

 

Contact:

Mark E. Patten, Sr. Vice President and CFO

 

mpatten@ctlc.com

 

Phone:

(386) 944‑5643

 

Facsimile:

(386) 274‑1223

 

 

 

 

FOR

IMMEDIATE

RELEASE

CONSOLIDATED-TOMOKA LAND CO. REPORTS

FIRST QUARTER 2018 EARNINGS OF $1.97 PER SHARE

 

DAYTONA BEACH, Fla. – April 17, 2018 – Consolidated-Tomoka Land Co. (NYSE American: CTO) (the “Company”) today announced its operating results and earnings for the quarter ended March 31, 2018.

OPERATING RESULTS

Operating results for the quarter ended March 31, 2018 (as compared to the same period in 2017):

·

Net income was $1.97 per basic share, a decrease of $0.31  per share, or (14%);

·

Operating income was approximately $17.0 million, a decrease of approximately $5.9 million, or (26%);

·

The decrease in net income and operating income in the first quarter of 2018 compared with the same period in 2017 is primarily the result of the land transaction with Minto Communities in the first quarter of 2017 which generated approximately $27.2 million in revenue and a gain of approximately $20.0 million, or approximately $2.20 in earnings per share, net of tax;  and

·

Revenues from our Operating Segments were as follows:

 

 

 

 

Increase (Decrease)

 

Operating Segment

 

Revenue for the Quarter

($000’s)

 

vs Same Period in 2017

($000’s)

 

vs Same
Period in 2017
(%)

 

Income Properties

    

$

9,206 

    

$

2,133 

    

30 

%

Interest Income from Commercial Loan Investments

 

 

301 

 

 

(236)

 

44

%

Real Estate Operations

 

 

13,979 

 

 

(15,495)

 

53

%

Golf Operations

 

 

1,355 

 

 

(120)

 

8

%

Agriculture & Other Income

 

 

11 

 

 

(143)

 

93

%

Total Revenues

 

$

24,852 

 

$

(13,861)

 

36

%

Balance Sheet Update and Other Activities

Book Value Per Share: Our book value per share (defined as total shareholders’ equity divided by total shares outstanding) increased to $34.86 as of March 31, 2018, an increase of $1.88 per share, or approximately 6% compared to year-end 2017.

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Quarterly Dividend: In January 2018, the Company’s board approved a quarterly dividend of $0.06 per share for the first quarter of 2018, an increase of 20% from year-end 2017 and representing an annualized dividend level of $0.24 per share.

Income Property Operations Update

During the quarter, activity in the Income Property portfolio included the following:

·

January 2018 – Completed the development of two single-tenant net lease restaurant properties, the LandShark Bar & Grill and Cocina 214 Restaurant & Bar, each approximately 6,000 square feet, on the Company’s  6‑acre beach parcel in Daytona Beach, Florida with rent commencing from both tenants in the first quarter of 2018.

·

February 2018 – Completed the acquisition of a 19,596‑square foot, newly constructed commercial building located in downtown Aspen, Colorado, for $28 million, with the Company’s net investment totaling $26.5 million after giving effect to contributions made by the master tenant on the net lease. The initial investment yield is below the low end of the Company’s 2018 guidance, however, the actual yield could meet or exceed the upper end of the Company’s guidance in the first 2 to 3 years of the lease.

·

March 2018 – Completed the sale of four multi-tenant office properties located in Daytona Beach, Florida for approximately $11.4 million, or $168 per square foot with a  gain on the sale of approximately $3.7 million, or approximately $0.49 per share, after tax.

Including the activity in the first quarter noted above, the Company’s income property portfolio consisted of the following as of April 17, 2018:

Property Type

    

# of Properties

Square Feet

    

Average Years Remaining on Lease

Single-Tenant

 

29 

1,561,053 

 

9.6 

Multi-Tenant

 

 7 

531,915 

 

3.9 

Total / Wtd. Avg.

 

36 

2,092,968 

 

8.0 

Land and Subsurface Update

During the quarter, activity in the Company’s Land Holdings and Subsurface Interests included the following:

·

March 2018 – Completed the sale of approximately 34.9  acres to Buc-ee’s, Ltd. for approximately $13.9 million, or $400,000 per acre with an initial gain on the sale of approximately $11.9 million, or approximately $1.61 per share, after tax. The remaining gain on the sale of approximately $831,000 will be recognized when the Company has completed the wetlands mitigation required for the applicable permitting of the site. The Company paid approximately $831,000 into escrow at closing in connection with the estimated value of the mitigation work.

·

March 2018 – Completed a transaction releasing our surface entry rights on approximately 600 acres in exchange for approximately $185,000 in cash and fee title to approximately 40 surface acres in Hendry County, Florida valued at approximately $320,000. Including the non-cash value received, the transaction resulted in a  gain of approximately $435,000, or approximately $0.06 per share, after tax.

·

On April 16, 2018, the Company executed a purchase agreement to sell, for $15.3 million, an approximately 70% interest in a to-be-formed mitigation bank joint venture, comprising approximately 2,500 acres of land, with the investment advisory subsidiary of an institutional investor.  Closing is contingent on applicable permitting, which is expected by June 2018.

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Land Pipeline Update

As of April 17, 2018, the Company’s pipeline of potential land sales transactions includes the following seventeen (17)  potential transactions with fifteen (15) different buyers, representing approximately 6,000 acres or approximately 74% of our land holdings:

 

    

Transaction (Buyer)

    

Acres

    

Amount ($000’s)

    

Price Per Acre

($ Rounded 000’s)

    

Estimated Timing

 

1

 

Commercial/Retail – O’Connor - East of I‑95 (1)

 

123 

 

$ 29,250

 

$ 238,000

 

‘18 – ‘19

 

2

 

Residential (AR) – Minto Communities – West of I‑95

 

1,614 

 

$ 26,500

 

$ 16,000

 

Q4 ‘18

 

3

 

Residential (SF) – ICI Homes – West of I‑95

 

1,016 

 

$ 21,000

 

$ 21,000

 

‘19

 

4

 

Mitigation Bank–– West of I‑95 (2)

 

2,492 

 

$ 15,300

 

$ 6,000

 

Q2 ‘18

 

5

 

Mixed-Use Retail – North American – East of I‑95 (3)

 

35 

 

$ 14,362

 

$ 409,000

 

Q4 ‘18

 

6

 

Residential (Multi-Family) – East of I‑95 (4)

 

45 

 

$ 5,200

 

$ 116,000

 

Q3 ‘18 & ‘20

 

7

 

Distribution/Warehouse – VanTrust - East of I‑95

 

71 

 

$ 5,000

 

$ 70,000

 

‘19

 

8

 

Commercial/Retail – East of I‑95

 

20 

 

$ 4,250

 

$ 213,000

 

Q4 ‘18 – ‘19

 

9

 

Residential (SF) – West of I‑95 (5)

 

200 

 

$ 3,324

 

$ 17,000

 

Q4 ‘18 & ‘20

 

10

 

Commercial Retail – East of I‑95

 

 

$ 3,300

 

$ 367,000

 

Q4 ‘18

 

11

 

Commercial/Distribution – VanTrust - East of I‑95

 

26 

 

$ 3,215

 

$ 124,000

 

Q4 ‘18 – ‘19

 

12

 

Auto Dealership - West of I‑95

 

13 

 

$ 2,000

 

$ 154,000

 

Q4 ‘18

 

13

 

Commercial (RV) – West of I‑95

 

164 

 

$ 1,900

 

$ 12,000

 

‘19

 

14

 

Residential (SF) – ICI Homes – West of I‑95

 

146 

 

$ 1,400

 

$ 10,000

 

Q4 ‘18

 

15

 

Commercial/Retail – East of I‑95

 

 

$ 782

 

$ 98,000

 

Q4 ‘18

 

16

 

Commercial/Retail – East of I‑95

 

 

$ 625

 

$ 104,000

 

Q4 ‘18

 

17

 

Residential – West of I‑95

 

19 

 

$ 285

 

$ 15,000

 

Q4 ‘18

 

 

 

Totals (Average)

 

6,007 

 

$ 137,693

 

$ 23,000

 

 

 

 

(1)

Land sales transactions which require the Company to incur the cost to provide the requisite 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.

(2)

The amount for the Mitigation Bank represents the amount for the buyer’s acquisition of approximately 70% of the joint venture that owns the Mitigation Bank, with the Company retaining 30%.

(3)

Pursuant to the contract, amount includes the reimbursement of infrastructure costs incurred by the Company for Tomoka Town Center plus interest accrued as of March 31, 2018.

(4)

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.

(5)

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.

As noted above, these agreements contemplate closing dates ranging from the second quarter of 2018 through fiscal year 2020, and although some of the transactions may close in 2018, the buyers may not be contractually obligated to close until after 2018. Each of the transactions are in varying stages of due diligence by the various buyers including, in some instances, making submissions to the planning and development departments of the City of Daytona Beach, and other permitting activities with other applicable governmental authorities including wetlands-related permits from the St. John’s River Water Management District and the U.S. Army Corps of Engineers and conducting traffic analyses with the Florida Department of Transportation and negotiating other matters with Volusia County. In addition to other customary closing conditions, the majority of these transactions are conditioned upon the receipt of approvals or permits from those various governmental authorities, as well as other matters that are beyond our control. If such approvals are not obtained or costs to meet governmental requirements or obligations are too high, the prospective

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buyers may have the ability to terminate their respective agreements prior to closing. As a result, there can be no assurances regarding the likelihood or timing of any one of these potential land transactions being completed or the final terms thereof, including the sales price.

Excluding the approximately 6,000 acres under contract, the Company’s remaining land holdings consist of approximately 2,100 acres of undeveloped land.

Update Regarding Development in our Area

The following provides an update regarding the developments ongoing and recently completed on land we have sold over the past few years:

·

In March 2018, the nearly 400‑unit first phase of the 3,400‑home age-restricted master-planned community, Latitude Margaritaville, being built by Minto Communities had its first homebuyers move in. To date Minto has sold approximately 75% of the first phase inventory;

·

The 400,000 square-foot distribution facility for BBraun, built by VanTrust, commenced operations in the first quarter of 2018;

·

The vertical development of the approximately 400,000 square-foot retail power center at Tomoka Town Center by North American Development Group (“NADG”)  was completed with shell construction now underway;

·

NADG’s joint project with Eastwind Development to develop the 276‑unit Tomoka Pointe luxury rental community broke ground during the quarter;

·

Mosaic, the 1,000‑home residential development by ICI Homes is well under way and the first homes are in construction; and

·

The vertical construction of the new Honda dealership has begun at the southern end of the auto mall, on the west side of Interstate 95.

Financial Results

Revenue

Total revenue for the quarter ended March 31, 2018 decreased to approximately $24.9 million, compared to approximately $38.7 million during the same period in 2017. This decrease was primarily the result of the decrease in revenues from our real estate operations, offset by an increase in our revenue from our income property operations, both of which are outlined in the following tables, respectively:

 

 

 

 

 

 

Increase (Decrease)

Income Property Operations Segment

 

Revenue for the Quarter

($000’s)

 

vs Same Period in 2017

($000’s)

 

Revenue from Recent Acquisitions

    

$

1,702 

    

$

1,599 

    

Revenue from The Grove and the Beach Restaurants

 

 

401 

 

 

397 

 

Revenue from Remaining Portfolio

 

 

6,523 

 

 

88 

 

Accretion of Above Market/Below Market Intangibles

 

 

580 

 

 

49 

 

Total Related to Income Property Operations

 

$

9,206 

 

$

2,133 

 

 

 

5


 

 

 

 

 

 

 

 

 

 

 

 

 

Increase (Decrease)

Real Estate Operations Segment

 

Revenue for the Quarter

($000’s)

 

vs Same Period in 2017

($000’s)

 

Land Sales Revenue

    

$

13,117 

    

$

(15,590)

    

Revenue from Reimbursement of Infrastructure Costs

 

 

 

 

(320)

 

Subsurface Revenue

 

 

746 

 

 

515 

 

Impact Fees/Mitigation Credit Sales

 

 

116 

 

 

(100)

 

Total Related to Real Estate Operations

 

$

13,979 

 

$

(15,495)

 

 

Total revenue for the quarter ended March 31, 2018 was also impacted by a decrease of approximately $236,000 in the revenue generated by our commercial loan investments,  primarily as a result of the sale of our two mezzanine loans in October 2017.

Net Income

Net income and basic net income per share for the quarter ended March 31, 2018, compared to the same period in 2017, was as follows:

 

 

 

Increase (Decrease)

 

 

For the Quarter

vs Same Period in 2017

vs Same Period in 2017 (%)

Net Income ($000’s)

 

$          10,912

$             (1,834)

14%

Basic Net Income Per Share

 

$              1.97

$               (0.31)

14%

 

The above results for the first quarter of 2018 as compared to the same period in 2017, reflected the following significant operating elements in addition to the impacts on revenues described above:

·

A decrease in direct cost of revenues of approximately $7.3 million reflecting the decrease in the direct cost of revenues for the real estate operations of approximately $7.6 million, which primarily reflects the lower level of land transactions during the first quarter of 2018, and an increase of approximately $0.5 million in the operating costs of the income property operations segment reflecting the larger income property portfolio;

·

The gain recognized on the sale of four multi-tenant flex-office properties of approximately $3.7 million;

·

Increased interest expense of approximately $500,000 resulting from increased borrowings on our credit facility; and

·

An increase in depreciation and amortization of approximately $1.1 million resulting from the growth in our income property portfolio.

In addition, net income was impacted by decreased general and administrative expenses of approximately $400,000 which is summarized as follows:

 

 

 

Increase (Decrease)

 

 

For the Quarter

($000’s)

vs Same Period in 2017

($000’s)

vs Same Period in 2017 (%)

Recurring General & Administrative Expenses

 

$            1,833

$                 (107)

6%

Non-Cash Stock Compensation

 

468
114
32%

Costs of Shareholder Matter & Proxy Contest

 

523
(403)
44%

Total General & Administrative Expenses

 

$       2,824

$        (396)

12%

 

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1st Quarter 2018 Earnings Conference Call & Webcast

The Company will host a conference call to present its operating results for the quarter ended March 31, 2018 tomorrow, Wednesday,  April 18, 2018, at 9:00 a.m. eastern time. Shareholders and interested parties may access the Earnings Call via teleconference or webcast:

Teleconference:

USA (Toll Free)

1‑888‑317‑6003

 

 

International

1‑412‑317‑6061

 

 

Canada (Toll Free)

1‑866‑284‑3684

 

To access the conference call, enter 4197967 when prompted.

Webcast:

https://services.choruscall.com/links/cto180418.html

 

 

To access the webcast, log on to the web address noted above or go to http://www.ctlc.com and log in at the investor relations section. Please log in to the webcast at least ten minutes prior to the scheduled time of the Earnings Call.

About Consolidated-Tomoka Land Co.

Consolidated-Tomoka Land Co. is a Florida-based publicly traded real estate company, which owns a portfolio of income investments in diversified markets in the United States including approximately 2.1 million square feet of income properties, as well as approximately 8,100 acres of land in the Daytona Beach area. Visit our website at www.ctlc.com.

We encourage you to review our most recent investor presentation for the quarter ended March 31, 2018, available on our website at www.ctlc.com.

SAFE HARBOR

Certain statements contained in this press release (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 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 the completion of 1031 exchange transactions, the modification of terms of certain land sales agreements, uncertainties associated with obtaining required governmental permits and satisfying other closing conditions, as well as the uncertainties and risk factors discussed in our Annual Report on Form 10‑K for the year ended December 31, 2017 as 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.

IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT

The Company, its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in connection with the Company’s 2018 annual meeting of shareholders (the “Annual Meeting”), to be held at such time and place as announced by the Board. The Company has filed its definitive proxy statement and white proxy card with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies from the Company’s shareholders in connection with the Annual Meeting. SHAREHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT, WHITE PROXY CARD AND

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ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING. Updated information regarding the identity of potential participants in the solicitation of proxies in connection with the Annual Meeting, and their direct or indirect interests, by security holdings or otherwise, is set forth in such definitive proxy statement and other materials to be filed with the SEC. Shareholders may obtain the definitive proxy statement, any amendments or supplements thereto and other materials filed by the Company with the SEC for no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge at the Investor Relations section of our corporate website at www.ctlc.com.

8


 

CONSOLIDATED-TOMOKA LAND CO.

CONSOLIDATED BALANCE SHEETS

 

 

(Unaudited)

 

 

 

 

    

March 31,
2018

    

December 31,
2017

ASSETS

 

 

 

 

 

 

Property, Plant, and Equipment:

 

 

 

 

 

 

Income Properties, Land, Buildings, and Improvements

 

$

395,827,126

 

$

358,130,350

Golf Buildings, Improvements, and Equipment

 

 

6,618,364

 

 

6,617,396

Other Furnishings and Equipment

 

 

715,595

 

 

715,042

Construction in Progress

 

 

55,163

 

 

   6,005,397

Total Property, Plant, and Equipment

 

 

403,216,248

 

 

371,468,185

Less, Accumulated Depreciation and Amortization

 

 

(23,354,026)

 

 

(23,779,780)

Property, Plant, and Equipment—Net

 

 

379,862,222

 

 

347,688,405

Land and Development Costs

 

 

30,145,845

 

 

39,477,697

Intangible Lease Assets—Net

 

 

   40,099,046

 

 

 38,758,059

Impact Fee and Mitigation Credits

 

 

  814,033

 

 

  1,125,269

Commercial Loan Investments

 

 

11,940,459

 

 

11,925,699

Cash and Cash Equivalents

 

 

   3,724,714

 

 

   6,559,409

Restricted Cash

 

 

  3,148,997

 

 

  6,508,131

Refundable Income Taxes

 

 

   1,282,904

 

 

   1,116,580

Other Assets

 

 

 13,425,384

 

 

 12,971,129

Total Assets

 

$

484,443,604

 

$

466,130,378

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

Accounts Payable

 

$

   1,429,652

 

$

   1,880,516

Accrued and Other Liabilities

 

 

 6,067,382

 

 

 10,160,526

Deferred Revenue

 

 

   6,836,487

 

 

   2,030,459

Intangible Lease Liabilities—Net

 

 

29,863,752

 

 

 29,770,441

Deferred Income Taxes—Net

 

 

   45,965,858

 

 

 42,293,864

Long-Term Debt

 

 

199,259,588

 

 

195,816,364

Total Liabilities

 

 

289,422,719

 

 

281,952,170

Commitments and Contingencies

 

 

 

 

 

 

Shareholders’ Equity:

 

 

 

 

 

 

Common Stock – 25,000,000 shares authorized; $1 par value, 6,041,695 shares issued and 5,595,040 shares outstanding at March 31, 2018;  6,030,990 shares issued and 5,584,335 shares outstanding at December 31, 2017

 

 

          5,983,476

 

 

          5,963,850

Treasury Stock – 446,655 shares at March 31, 2018 and December 31, 2017

 

 

(22,507,760)

 

 

    (22,507,760)

Additional Paid-In Capital

 

 

 22,720,123

 

 

 22,735,228

Retained Earnings

 

 

188,194,364  

 

 

177,614,274

Accumulated Other Comprehensive Income

 

 

      630,682

 

 

      372,616

Total Shareholders’ Equity

 

 

195,020,885

 

 

184,178,208

Total Liabilities and Shareholders’ Equity

 

$

484,443,604

 

$

466,130,378

 

9


 

CONSOLIDATED-TOMOKA LAND CO.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

Three Months Ended

 

March 31,

 

March 31,

 

2018

    

2017

Revenues

 

 

 

 

 

Income Properties

$

9,205,727

 

$

    7,073,240

Interest Income from Commercial Loan Investments

 

300,999

 

 

       536,489

Real Estate Operations

 

  13,979,330

 

 

  29,474,460

Golf Operations

 

    1,354,356

 

 

    1,474,944

Agriculture and Other Income

 

       11,187

 

 

       154,151

Total Revenues

 

24,851,599

 

 

  38,713,284

Direct Cost of Revenues

 

 

 

 

 

Income Properties

 

 (1,869,029)

 

 

 (1,411,713)

Real Estate Operations

 

  (1,535,662)

 

 

  (9,156,849)

Golf Operations

 

  (1,381,825)

 

 

  (1,498,678)

Agriculture and Other Income

 

       (5,172)

 

 

       (40,437)

Total Direct Cost of Revenues

 

(4,791,688)

 

 

(12,107,677)

General and Administrative Expenses

 

  (2,823,548)

 

 

  (3,220,147)

Depreciation and Amortization

 

  (3,900,379)

 

 

  (2,762,575)

Gain  on Disposition of Assets

 

3,650,858

 

 

               —

Land Lease Income

 

               —

 

 

2,226,526

Total Operating Expenses

 

(7,864,757)

 

 

(15,863,873)

Operating Income

 

16,986,842

 

 

 22,849,411

Investment Income

 

   12,312

 

 

   9,183

Interest Expense

 

  (2,561,465)

 

 

  (2,061,891)

Income Before Income Tax Expense

 

 14,437,689

 

 

 20,796,703

Income Tax Expense

 

  (3,525,390)

 

 

  (8,050,311)

Net Income

$

10,912,299

 

$

12,746,392

 

 

 

 

 

 

Per Share Information:

 

 

 

 

 

Basic Net Income Per Share

$

            1.97

 

$

            2.28

Diluted Net Income Per Share

$

            1.96

 

$

            2.27

 

 

 

 

 

 

Dividends Declared and Paid

$

            0.06

 

$

            0.04

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10


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