Consolidated-Tomoka Land Co. (NYSE MKT: CTO) (the “Company”) today
announced that the Audit Committee of the Board of Directors of CTO has
conducted a review of allegations raised in recent correspondence from
Wintergreen Advisers, LLC, including the allegation that CTO has made
misleading statements regarding the use and calculation of leverage,
allegations regarding the non-disclosure of internal measurements of net
asset value ("NAV") and allegations regarding CTO's investments in
financial derivatives and disclosure thereof (the "Allegations"). The
Audit Committee is comprised of three independent Directors of CTO,
Messrs. William L. Olivari, John J. Allen, and Howard C. Serkin, and was
assisted by the independent law firm of Simpson Thacher & Bartlett LLP
and forensic accounting professionals at AlixPartners LLP.
The independent review involved both extensive document review as well
as interviews with senior management and board members. The review found
no credible evidence supporting any of Wintergreen's allegations of
possible violations of federal securities laws in connection with the
Allegations and also concluded that CTO's public disclosure with respect
to the Allegations was adequate. The review found no evidence of
intentional wrongdoing by management, including no evidence that
management attempted to conceal material information from investors. The
review also concluded that CTO has a robust disclosure process, actively
overseen by the Audit Committee and the Board, and that there was no
credible evidence that CTO's financial disclosures regarding the
Allegations were not in conformance with GAAP. The Audit Committee also
found that the Board has at all times been actively supervising
management, and continues to do so.
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 1.7
million square feet of income properties, as well as over 10,500 acres
of land in the Daytona Beach area. Visit 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 uncertainties associated with closing land transactions,
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, as well as the uncertainties and
risk factors discussed in our Annual Report on Form 10-K for the fiscal
year ended December 31, 2014 and in our Quarterly Report on Form 10-Q
for the quarter ended September 30, 2015, each 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.
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