2016 i nve sto r da y pre se nta tio n

2016 I nve sto r Da y Pre se nta tio n Pub lishe d: De c e mb e r - PowerPoint PPT Presentation

(NYSE MK T : CT O) 2016 I nve sto r Da y Pre se nta tio n Pub lishe d: De c e mb e r 1, 2016 If we refer to we, us, our, or the Company, we mean Consolidated-Tomoka Land Co. and its consolidated subsidiaries. Certain

  1. (NYSE MK T : CT O) 2016 I nve sto r Da y Pre se nta tio n Pub lishe d: De c e mb e r 1, 2016

  2. If we refer to “we,” “us,” “our,” or “the Company,” we mean Consolidated-Tomoka Land Co. and its consolidated subsidiaries. Certain statements contained in this presentation (other than statements of historical fact) are forward- looking statements. Words such as “believe,” “estimate,” “expect,” “intend,” “anticipate,” “will,” “could,” “may,” “should,” “plan,” “potential,” “predict,” “forecast,” “project,” and similar expressions and variations thereof identify certain of such forward-looking statements, which speak only as of the dates on which they were made. Although forward-looking statements are made based upon management’s expectations and beliefs concerning future Company actions and developments and their potential effect upon the Company, a number of factors could cause the Company’s actual results to differ materially from those set forth in the forward-looking statements. Such factors may include uncertainties associated with the closing of pending land transactions or other dispositions of assets, including the likelihood, timing, and final transaction terms thereof, the estimate of the cost of completing infrastructure work affiliated with certain land transactions and the impact on the total estimated gain, as well as the timing of the recognition of that gain, our ability to obtain necessary governmental approvals for our land transactions or to satisfy other closing conditions, the ability to execute share repurchase transactions, the ability for the Company to convert to a real estate investment trust, as well as the uncertainties and risk factors discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the Securities and Exchange Commission. There can be no assurance that future developments will be in accordance with management’s expectations or that the effect of future developments on the Company will be those anticipated by management.  Endnote references (A) through (M) provided in this presentation are defined on Slide 67  All Financial Information pertaining to fiscal year 2016 is unaudited.  This presentation supplements and updates certain portions of the Company’s Q3 Investor Deck (published October 21, 2016 and available on the Company’s website); however, in the event any of the information herein conflicts with information in the Q3 Investor Deck, the information herein shall be deemed to supersede such information in the Q3 Investor Deck. 2

  3. I nve sto r Da y Ag e nda Topic Speaker(s) Time Breakfast – SWOT Analysis Gregg Logan - RCLCO 8:30 a.m. – 9:00 a.m. CTO Presentation John Albright/Mark Patten 9:10 a.m. – 10:00 a.m. Bill Bullock - Minto Communities Robert McDaniel - Integra Land Co. Real Estate Market Panel Dick McNerney - Adams Cameron 10:10 a.m. – 11:00 a.m. David Murphy - CBRE Jim Wiseman - Margaritaville Kerry Karl – Volusia County Economic Development Association for Responsible 11:00 a.m. – 11:30 a.m. Development (VCard) Lunch - Property Tour 11:45 a.m. – 1:00 p.m. 3

  4. Sna psho t As of November 30, 2016 (unless otherwise noted) Equity Market Cap $305.5 million Debt (A) $171.6 million Total Enterprise Value (‘TEV’) (A) $477.1 million Cash (including 1031 restricted cash) $ 3.8 million Leverage (net debt to TEV) (A) 35.2% OPERATING SEGMENTS LAND INCOME LOAN SUBSURFACE HOLDINGS PROPERTIES INVESTMENTS INTERESTS 31 Properties  10,500 Acres 3 Loans ≈500,000 Acres ≈1.7 million sq. ft Undeveloped Land Hotel & Retail Book Value $0 Retail & Office With  4,200 Acres NOI = $19.2 million (H) (1) Under Contract Value @ 6.5% Cap Rate Avg. Yield 8.8% Renegotiating  $100mm (B) = $295mm $24 million Contract (1) Includes approximately $200k of NOI from billboard leases nc o me  L iq uidity  Asse t Ric h I 4

  5. a nd? (L ) Ho w L o w do e s Sto c k Ma rke t Va lue o ur L As of November 30, 2016 (unless otherwise noted) Equity Market Cap [closing price $53.37] $306mm Debt (A) $172mm 1031 Tax Deferred Liabilities (1) $56mm Total Adjusted Enterprise Value (TAEV) (A) $534mm Less: Income Properties (Value @ 6.5% cap rate on NOI) ($295mm) Less: Contract Amount for Subsurface Interests TBD Less: Basis in Commercial Loan Investments ($24mm) Less: Cash & 1031 Restricted Cash ($4mm) Less: Value of Impact Fees (M) & Mitigation Credits, Golf, and Other Assets (1) ($19mm) Net TAEV Attributable to Land $192mm Less: Value of Land Pipeline Contracts (  4,200 acres @ approx. $24k/acre) (B) ($100mm) Net TAEV Attributable to Remaining  6,300 Acres of Land (“Remaining Acres”) (A) $92mm  6,300 Remaining Acres Implied Net TAEV per Acre Attributable to Remaining Acres (A) $14,603 per Acre Implied Net TAEV per Acre Attributable to Remaining Acres (excluding 1031 Def Tax Liab.) (A) $5,714 per Acre (1) As of September 30, 2016 5

  6. F o c use d o n Sha re ho lde r Re turns From 2012 Through November 30, 2016 (unless otherwise noted)  Monetizing Land $40.4mm in sales (271 acres), $149k/acre Approx. $100mm under contract (4,200 acres, 40% of land)  Transformative Deals 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]  Investment in Income Invested approx. $280.4mm in 34 properties, 8 new states  Subsurface Interests Over $12.4mm in revenues since 2012 Negotiating Monetization of components of portfolio  Growing Cash Flow Strong positive cash flow growth since 2012  Share Buyback (C) Since 2014: $14.1mm, ≈283k Shares @ Avg Price = $49.89/share  Dividend (D) Increased from $0.04/share semi-annual to $0.04/share quarterly 6

  7. Sha re Pric e Pe rfo rma nc e (Adjusted for dividends) August 1, 2011 through November 30, 2016 Compounded Annual Symbol Total Return Return CTO 86.36% 12.37% S&P 500 SPX 91.76% 12.97% REIT Index RMZ 65.10% 9.85% Russell 2000 RTY 79.83% 11.62% Source: Bloomberg Ne w Ma na g e me nt  De live ring Sha re ho lde r Re turns 7

  8. G&A E xpe nse s – Ope ra ting E ffic ie ntly ($’s in millions) Annual Results for 2013 thru 2015 and YTD Q3 2016 2013 2014 2015 YTD 2016 Reported G&A $5.4 $7.0 $8.8 $8.5 Less: Adjustments (1) Stock Compensation (2) (0.9) (1.3) (2.2) (2.9) Environmental Reserves (3) - (0.1) (0.9) - Shareholder Matters - - (0.1) (1.3) Other G&A (4) (0.1) (0.9) (0.3) (0.2) G&A – Net of Adjustments $4.4 $4.7 $5.3 $4.1 % of Market Cap (5) 1.3% (1) Adjustments for non-cash charges and certain non-recurring expenses (2) Non-cash charge (3) Incudes non-recurring environmental reserves ($500k for state environmental matter, $188k for federal environmental matter) and legal costs associated with each (4) Pension charge in 2014 (Approx. $700k non-cash), severance primarily in 2013 and other non-recurring charges (5) Utilizing Market Cap as of November 30, 2016 E ffic ie nt Ope ra tio ns  14 E mplo ye e s 8

  9. L a nd Ho lding s L a nd Ho lding s Parcel Description Potential Use Acres A A Minto II Residential 1,686 J B Minto I Residential 1,581 F (1) C ICI Residential 750 L D South LPGA Parcel Residential 194 H E Mitigation Land Parcel Industrial 2,366 K F Parcel F Residential 1,053 B G Tomoka Town Center - NADG Commercial 82 M H NW Quadrant - LPGA & I-95 Commercial 238 G I Industrial Park Industrial 865 J Parcel Across from FL Hospital Commercial 83 E K SE Quadrant - LPGA & Clyde Morris Commercial/Industrial 130 L E of Williamson, N or LPGA Residential 200 C 9,228 Subtotal Other Acreage East of I-95 Under Contract 105 Remaining Acreage East of I-95 362 Remaining Acreage West of I-95 385 Remaining Acreage Industrial 210 D Approximate Additional Acreage 285 Total Acreage 10,575 I Under Contract (B) (1) Includes Option parcel of approximately 146 acres for $1.4mm K e y Pa rc e ls 9

  10. L a nd Ho lding s Po te ntia l L a nd Sa le s (B) Total Acres Total Acres West of I-95 East of I-95 As of November 30, 2016 Approx. 9,300 acres Approx. 1,200 acres SF – Single Family; AR – Age Restricted Commercial/Retail 8 Price per 2 Contract Acre Contract/Parcel Acres Amount (rounded) Timing 6 (1) 1 Minto (AR Residential) 1,581 $28.7mm $18,000 ’16 – ‘17 7 1 5 2 Minto (AR Residential) 1,686 $31.4mm $19,000 ’18 - ‘19 4 3 ICI (SF Residential) 604 $9.0mm $15,000 ’16 – ‘17 ICI Option Parcel (SF) 146 $1.4mm $10,000 ’16 – ‘17 3 3A North Amer. Dev Grp 4 82 $20.2mm $248,000 ’17 – ‘18 3A Commercial/Retail 4 $1.2mm $294,000 ‘18 5 Mixed-Use Retail 22 $5.6mm $253,000 ’17 6 7 Commercial/Retail 6 $1.5mm $245,000 ’17 SF Residential 73 $1.0mm $14,000 ’17 8  4,200  $100mm  $ 24,000 Totals/Average (1) Contract amount may be reduced if Minto elects to not utilize Seller financing option T o ta l Po te ntia l Sa le s = a ppro x. $100mm  4,200 Ac re s  $24k/ a c re 10


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