Risk Metrics Group, PROXY Governance, INC., and Egan-Jones Announce Support for ALL of Consolidated-Tomoka Shareholder Proposals

Risk Metrics Group, PROXY Governance, INC., and Egan-Jones Announce Support for ALL of Consolidated-Tomoka Shareholder Proposals

DAYTONA BEACH, FLORIDA - Consolidated-Tomoka Land Co. (NYSE Amex–CTO) stated today that the Company has received letters from David Winters of Wintergreen Advisers, LLC, dated April 7, 2010, and April 12, 2010 and that the Board is aware of Mr. Winters’ comments related to the Company’s 2010 Equity Incentive Plan. 

As stated in our 2010 Proxy Statement for the Annual Meeting of Shareholders to be held on April 28, 2010, the Board believes that the Company has proposed for shareholder approval an equity plan that is in keeping with current best practices for most U.S. public companies and that provides for a number of alternative forms of equity compensation.  It was determined that the Board needed to retain flexibility as compensation trends develop over the anticipated ten-year term of the plan. The Compensation Committee retained Towers Watson (formerly Watson Wyatt) as an independent consultant to develop its compensation plans.  The Compensation Committee, comprised solely of independent directors, and the Board of Directors take their obligations with respect to the administration of compensation plans very seriously. 

The proxy advisory firms—Risk Metrics, PROXY Governance, INC., and Egan-Jones--have issued their reports supporting all of the proposals in the Company’s proxy statement.

Consolidated-Tomoka Land Co. is a Florida-based company primarily engaged in converting Company owned agricultural lands into a portfolio of net lease income properties strategically located in the Southeast, through the efficient utilization of 1031 tax-deferred exchanges.  The Company has low long-term debt and generates over $9 million annually before tax cash flow from its real estate portfolio.  The Company also engages in selective self-development of targeted income properties. The Company’s adopted strategy is designed to provide the financial strength and cash flow to weather difficult real estate cycles.  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.  The words “believe,” “estimate,” “expect,” “intend,” “anticipate,” “will,” “could,” “may,” “should,” “plan,” “potential,” “predict,” “forecast,” foresee,” “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.  Forward-looking statements are made based upon management’s expectations and beliefs concerning future developments and their potential effect upon the Company.  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.

     The Company wishes to caution readers that the assumptions which form the basis for forward-looking statements with respect to or that may impact earnings for the year ended December 31, 2010, and thereafter include many factors that are beyond the Company’s ability to control or estimate precisely.  These risks and uncertainties include, but are not limited to, the strength of the real estate market in the City of Daytona Beach in Volusia County, Florida; the impact of a prolonged recession or further downturn in economic conditions; our ability to successfully execute acquisition or development strategies; the loss of any major income property tenants; any loss of key management personnel; changes in local, regional and national economic conditions affecting the real estate development business and income properties; the impact of environmental and land use regulations; the impact of competitive real estate activity; variability in quarterly results due to the unpredictable timing of land sales; and the availability of capital.  Additional information concerning these and other factors that could cause actual results to differ materially from those forward-looking statements is contained from time to time in the Company’s Securities and Exchange Commission filings, including, but not limited to, the Company’s Annual Report on Form 10-K. Copies of each filing may be obtained from the Company or the SEC.

     While the Company periodically reassesses material trends and uncertainties affecting its results of operations and financial condition, the Company does not intend to review or revise any particular forward-looking statement referenced herein in light of future events.

     Disclosures in this press release regarding the Company’s year-end financial results are preliminary and are subject to change in connection with the Company’s preparation and filing of its Form 10-K for the year ended December 31, 2009.  The financial information in this release reflects the Company’s preliminary results subject to completion of the year-end review process.  The final results for the year may differ from the preliminary results discussed above due to factors that include, but are not limited to, risks associated with final review of the results and preparation of financial statements.

     This release refers to certain non-GAAP financial measures.  As required by the SEC, the Company has provided a reconciliation of these measures to the most directly comparable GAAP measures with this release.  Non-GAAP measures as the Company has calculated them may not be comparable to similarly titled measures reported by other companies.

Date: April 19, 2010
Contact: Bruce W. Teeters, Sr. Vice President
Phone: (386) 274-2202
Facsimile: (386) 274-1223