Cto Realty Growth, Inc. · NYSE:CTO
Cto Realty Growth — Consolidated Tomoka Land — Proxy Contest (April 2009)
21 slides from Cto Realty Growth's proxy contest presentation, Apr 24, 2009
Slide 1: Schedule 14A Information
UNITED STATES 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 þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Stat
Slide 2: Proxy filing details and presentation note
¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously
Slide 3: Delivering peer-leading results during unprecedented times
Delivering peer-leading results During unprecedented times 1
Slide 4: Safe Harbor
Safe Harbor Certain statements contained in this press release (other than statements of historical fact) are forward-looking statements. The words “believe,” “estimate,” “expect,” “intend,” “anticipate,” “will,” “could,” “may,” “should,” “plan,” “potential,” “predict,” “forecast,” “project,” and si
Slide 5: Important Additional Information
Important Additional Information The Company has filed with the Securities and Exchange Commission (“SEC”) and mailed to its shareholders a definitive proxy statement dated April 8, 2009 in connection with the solicitation of proxies for its 2009 annual meeting of shareholders. Shareholders are stro
Slide 6: Business Overview
Business Overview Consolidated-Tomoka Land Co. is a real estate operating company based in Daytona Beach, Florida, whose primary businesses include owned commercial properties leased to major retailers, agricultural operations on 10,700 acres of land on the west side of Daytona Beach. The Company ob
Slide 7: Overview
Overview • Established strategy has protected CTO and allowed it to outperform peers amidst current recession • Independent Board committed to long-term value • History of responsiveness to Wintergreen – Added director in the past – Included 2 nominees on 2009 slate • Wintergreen has no plan and few
Slide 8: Board Values Wintergreen Investment
Board Values Wintergreen Investment Consolidated-Tomoka Activity Outcome April 2007: Board appoints Wintergreen Individual resigned after 11 candidate months October 2007: Board seeks to appoint Individual could not serve due second Wintergreen candidate to his conflicts with Board meeting dates Nov
Slide 9: Tested & Proven Strategy
Tested & Proven Strategy • Adopted business plan in 1999 to deliver long-term shareholder value and weather any real estate cycle – Board regularly evaluates strategy and has made periodic adjustments – Management has clearly communicated strategy each year through annual report, press releases and
Slide 10: Tested & Proven Strategy
Tested & Proven Strategy • Cornerstone of strategy is tax-free, 1031 exchanges of low income-producing agricultural land for income properties – Our land has an extremely low book value – Allows us to postpone paying taxes on large gains – Converts our agricultural lands into stable cash flow – Dive
Slide 11: Illustration of 1031 Exchange
Illustration of 1031Exchange Wintergreen wants to abandon the 1031 strategy 9
Slide 12: The Strategy is Working
The Strategy is Working • Strong, stable cash flow and a nearly debt-free balance sheet during an unprecedented real estate downturn • Geographically-diversified portfolio of income properties • Not required to sell valuable land or properties at deep discounts – Can continue to be extremely selecti
Slide 13: Book Value Per Share
Book Value Per Share Since Inception of Business Plan(1999-2008)
Slide 14: Significantly Outperforming Our Peers
Significantly Outperforming Our Peers Basic EPS for 2007 & 2008
Slide 15: Wintergreen Has No Plan
Wintergreen Has No Plan • Wintergreen has not offered a cohesive alternative plan or strategy for operating the Company • Prior Wintergreen suggestions would have been very harmful to shareholder value: – Abandoning the Company’s 1031 tax-deferred strategy; – Discontinuing land sales in favor of sel
Slide 16: Independent Board
Independent Board • 8 of 9 current Board members are independent – 10 of 11 will be independent based on Company’s slate • Succession planning – Typical separation of Chairman/CEO except for periodic combination to provide for smooth transition and succession – Lead independent director(s) during co
Slide 17: CEO Succession Planning
CEO Succession Planning Year President/CEO Chairman 1987 D. O’Keeffe D. Peterson Overlap of combined 1988 D. O’Keeffe D. Peterson 1989 D. Peterson D. Peterson March 1990 B. Allen D. Peterson Chairman/CEO 1991 1992 B. Allen B. Allen D. Peterson D. Peterson occurred during 1993 1994 B. Allen B. Allen
Slide 18: The Right Experience is Key
The Right Experience is Key • Management team has unmatched local knowledge – Expertise and contacts to execute business plan – Experience obtaining necessary entitlements are critical to long-term value creation • Board member experience, knowledge and local relationships directly facilitate strate
Slide 19: Board Slate Merits Support
Board Slate Merits Support (Contested Class III Incumbent Directors) Ÿ Three experienced and proven independent Directors – Gerald L. DeGood, Audit Committee Chairman – James E. Gardner, Compensation Committee Chairman – William J. Voges, Co-lead Director Ÿ One experienced new independent Director –
Slide 20: Summary
Summary Ÿ Established strategy has protected CTO and allowed it to outperform peers amidst current recession Ÿ Independent Board committed to long-term value Ÿ History of responsiveness to Wintergreen – Addition of 2 Directors provides appropriate representation Ÿ Wintergreen has no plan and few spe
Slide 21: Q&A
Q&A www.ctlc.com 19
Consolidated Tomoka Land — Proxy Contest (April 2009) on 6ix