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Share Name | Share Symbol | Market | Type |
---|---|---|---|
St Joe Company | NYSE:JOE | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
1.04 | 1.80% | 58.84 | 59.265 | 57.99 | 59.08 | 179,778 | 22:30:00 |
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Florida
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59-0432511
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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|
||
133 South Watersound Parkway
Watersound, Florida
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32461
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(Address of principal executive offices)
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(Zip Code)
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Title of Each Class
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Name of Exchange on Which Registered
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Common Stock, no par value
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New York Stock Exchange
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Large accelerated filer
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¨
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Accelerated filer
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þ
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging Growth Company
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¨
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Page No.
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•
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Expand portfolio of income producing commercial properties.
We presently own a portfolio of approximately 814,000 square feet of rentable commercial space, a 35% increase in 2017 over the 2016 rentable space. We intend to explore other opportunities to increase the size and scope of our existing portfolio in ways that will increase recurring income and create accretive value for our land holdings.
|
•
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Residential development.
We presently have various existing primary residential and resort residential communities at different stages of development. We plan to focus on investing in the communities that have the potential for long term, scalable and repeatable revenue. We expect to continue to be a developer of finished residential lots for sale to builders and retail lots for sale to consumers in our communities. We will also continue to explore the concept of establishing some form of an active adult community on our land holdings.
|
•
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Expand and increase scope of resorts and leisure segment.
We presently own and/or operate a wide range of resorts and leisure assets, which already generate significant recurring revenue for us. We plan to expand the scope and scale of our resorts and leisure assets and services in order to enhance the value and contribution those assets provide. We sold our short term vacation rental management business in the fourth quarter of 2017 to focus on the construction and operation of hotels and other properties we own as lodging opportunities in our market become broader.
|
•
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Strategic infrastructure and economic development initiatives.
We intend to continue to work collaboratively with public and private partners on strategic infrastructure and economic development initiatives that will help to attract quality job creators and help to diversify the Northwest Florida economy, which we believe will create accretive value for our land holdings. An example of a potential initiative is related to Triumph Gulf Coast, Inc., which is a not-for-profit corporation that is charged with distributing a legal settlement of $1.5 billion in economic damages over eighteen years within eight counties in Northwest Florida. We have significant land holdings in three of those counties: Bay County, Walton County and Gulf County.
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•
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Joint ventures with best of class operators.
We believe that by entering into partnerships, joint ventures or other collaborations and alliances with best of class operators, we can efficiently utilize our land assets while reducing our capital requirements.
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•
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Maintain efficient operations.
We expect to continue a cost and investment discipline to ensure low fixed expenses and bottom line performance in all environments.
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•
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Maintain liquidity and balance sheet strength.
We plan to continue to maintain a high degree of liquidity while seeking opportunities to invest our cash in ways that we believe will increase shareholder value, including investments in available-for-sale securities, share repurchases, real estate and other strategic investments.
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•
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our partner may take actions contrary to our instructions or requests, or contrary to our policies or objectives with respect to the real estate investments;
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•
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our partner could experience financial difficulties, become bankrupt or fail to fund their share of capital contributions, which may delay construction or development of property or increase our financial commitment to the strategic partnership;
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•
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we may disagree with our partner about decisions affecting the real estate investments or partnership, which could result in litigation or arbitration that increases our expenses, distracts our officers and directors and disrupts the day-to-day operations of the property, which may delay important decisions until the dispute is resolved; and
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•
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actions by our partner may subject property owned by the partnership to liabilities or have other adverse consequences.
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•
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direct obligations issued by the U.S. Department of the Treasury;
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•
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obligations issued or guaranteed by the U.S. federal government or its agencies;
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•
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taxable municipal securities;
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•
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obligations (including certificates of deposit) of banks and thrifts;
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•
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commercial paper and other instruments consisting of short-term U.S. dollar denominated obligations issued by corporations and banks;
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•
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repurchase agreements collateralized by corporate and asset-backed obligations;
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•
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both registered and unregistered money market funds; and
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•
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other highly rated short-term securities.
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•
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construction delays or cost overruns, which may increase project development costs;
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•
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claims for construction defects after property has been developed, including claims by purchasers and property owners’ associations;
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•
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an inability to obtain required governmental permits and authorizations;
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•
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an inability to secure tenants necessary to support commercial projects; and
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•
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compliance with building codes and other local regulations.
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•
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civil penalties;
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•
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remediation expenses;
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•
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natural resource damages;
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•
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personal injury damages;
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•
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potential injunctions;
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•
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cease and desist orders; and
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•
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criminal penalties.
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•
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the vote of most matters submitted to our shareholders, including any merger, consolidation or sale of all or substantially all of our assets;
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•
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the nomination of individuals to our Board; and
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•
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a change in our control.
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Item 5.
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Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Common Stock Price
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||||||
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High
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Low
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||||
2017
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|
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||||
Fourth Quarter
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$
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19.45
|
|
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$
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17.43
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Third Quarter
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$
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19.90
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|
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$
|
17.70
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Second Quarter
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$
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19.55
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|
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$
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16.45
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First Quarter
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$
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19.30
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|
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$
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16.30
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2016
|
|
|
|
||||
Fourth Quarter
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$
|
21.50
|
|
|
$
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16.55
|
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Third Quarter
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$
|
19.68
|
|
|
$
|
17.37
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Second Quarter
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$
|
18.03
|
|
|
$
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16.08
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First Quarter
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$
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17.69
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|
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$
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14.43
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•
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Alexander & Baldwin Inc. (ALEX)
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•
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Consolidated Tomoka-Land Co. (CTO)
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•
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Five Point Holdings, LLC (FPH)
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•
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HomeFed Corp. (HOFD)
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•
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The Howard Hughes Corp. (HHC)
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•
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Maui Land & Pineapple Co. Inc. (MLP)
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•
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Stratus Properties Inc. (STRS)
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•
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Tejon Ranch Co. (TRC)
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|
12/31/2012
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|
12/31/2013
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12/31/2014
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12/31/2015
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12/31/2016
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12/31/2017
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||||||||||||
The St. Joe Company
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$
|
100
|
|
|
$
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83.15
|
|
|
$
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79.68
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|
|
$
|
80.20
|
|
|
$
|
82.32
|
|
|
$
|
78.21
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|
Russell 3000 Index
|
$
|
100
|
|
|
$
|
133.55
|
|
|
$
|
150.32
|
|
|
$
|
151.04
|
|
|
$
|
170.28
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|
|
$
|
206.26
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|
Custom Real Estate Peer Group*
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$
|
100
|
|
|
$
|
152.82
|
|
|
$
|
158.81
|
|
|
$
|
137.06
|
|
|
$
|
154.00
|
|
|
$
|
166.83
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*
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The total return for the Custom Real Estate Peer Group was calculated using an equal weighting for each of the stocks within the peer group.
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Period
|
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Total Number of Shares Purchased
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Average Price Paid per Share
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|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
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|
Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)
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||||||
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In Millions
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||||||
October 1-31, 2017
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220,299
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|
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$
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17.93
|
|
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220,299
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|
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$
|
143,752
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November 1-30, 2017
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418,058
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|
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17.87
|
|
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418,058
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|
|
136,277
|
|
||
December 1-31, 2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Total
|
|
638,357
|
|
|
$
|
17.89
|
|
|
638,357
|
|
|
$
|
136,277
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(1)
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In 2015, we announced that our Board authorized an additional $200.0 million for stock repurchases under our stock repurchase program (the “Stock Repurchase Program”). As of December 31, 2016, we had a total of $190.9 million available for purchase of shares under our Stock Repurchase Program. The Stock Repurchase Program has no expiration date. On July 7, 2017, our Board authorized additional repurchases of up to $28.0 million of our shares of common stock under the Stock Repurchase Program. On July 11, 2017, we repurchased 1.5 million shares for an aggregate purchase price of $27.0 million. On September 18, 2017, our Board authorized additional repurchase authority of up to $66.0 million of our shares of common stock under the Stock Repurchase Program. On September 20, 2017, we repurchased 3.7 million shares for an aggregate purchase price of $65.8 million. After giving effect to these and other recent repurchase activities, as of December 31, 2017, we had $136.3 million remaining under the Stock Repurchase Program.
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Year Ended December 31,
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||||||||||||||||||
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2017
|
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2016
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2015
|
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2014
|
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2013
|
||||||||||
|
In thousands, except per share amounts
|
||||||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
(1) (2)
|
$
|
98,796
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|
|
$
|
95,744
|
|
|
$
|
103,871
|
|
|
$
|
701,873
|
|
|
$
|
131,256
|
|
Total cost of revenue
(3) (4)
|
67,194
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|
|
62,194
|
|
|
67,094
|
|
|
136,798
|
|
|
91,993
|
|
|||||
Other operating and corporate expenses
|
20,382
|
|
|
23,019
|
|
|
33,426
|
|
|
26,128
|
|
|
27,855
|
|
|||||
Pension charges
|
—
|
|
|
—
|
|
|
—
|
|
|
13,529
|
|
|
1,500
|
|
|||||
Costs associated with special purpose entities
|
—
|
|
|
—
|
|
|
—
|
|
|
3,746
|
|
|
—
|
|
|||||
Depreciation, depletion and amortization
|
8,885
|
|
|
8,571
|
|
|
9,486
|
|
|
8,422
|
|
|
9,131
|
|
|||||
Total expenses
|
96,461
|
|
|
93,784
|
|
|
110,006
|
|
|
188,623
|
|
|
130,479
|
|
|||||
Operating income (loss)
|
2,335
|
|
|
1,960
|
|
|
(6,135
|
)
|
|
513,250
|
|
|
777
|
|
|||||
Other income, net
(5) (6)
|
39,020
|
|
|
20,651
|
|
|
4,972
|
|
|
8,571
|
|
|
3,668
|
|
|||||
Income (loss) before equity in (loss) income from unconsolidated affiliates and income taxes
|
41,355
|
|
|
22,611
|
|
|
(1,163
|
)
|
|
521,821
|
|
|
4,445
|
|
|||||
Equity in (loss) income from unconsolidated affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
112
|
|
|||||
Income tax benefit (expense)
(7)
|
17,881
|
|
|
(7,147
|
)
|
|
(808
|
)
|
|
(115,507
|
)
|
|
409
|
|
|||||
Net income (loss)
|
59,236
|
|
|
15,464
|
|
|
(1,971
|
)
|
|
406,282
|
|
|
4,966
|
|
|||||
Net loss attributable to non-controlling interest
|
342
|
|
|
431
|
|
|
240
|
|
|
171
|
|
|
24
|
|
|||||
Net income (loss) attributable to the Company
|
$
|
59,578
|
|
|
$
|
15,895
|
|
|
$
|
(1,731
|
)
|
|
$
|
406,453
|
|
|
$
|
4,990
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Per Share Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and Diluted
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) per share attributable to the Company
|
$
|
0.84
|
|
|
$
|
0.21
|
|
|
$
|
(0.02
|
)
|
|
$
|
4.40
|
|
|
$
|
0.05
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Total revenue includes revenue from real estate revenue, resorts and leisure revenue, leasing revenue and timber revenue.
|
(2)
|
Total revenue in 2014 includes $570.9 million from the AgReserves Sale and $43.6 million from the RiverTown Sale.
|
(3)
|
Total cost of revenue includes cost of revenue from real estate revenue, resorts and leisure revenue, leasing revenue and timber revenue.
|
(4)
|
Total cost of revenue in 2014 includes $58.4 million from the AgReserves Sale and $17.6 million from the RiverTown Sale.
|
(5)
|
Other income, net in 2017 includes $9.8 million from the short term vacation rental management business sale. Refer to Note 7.
Sale of Vacation Rental Management
included in the notes to the consolidated financial statements included in Item 15 of this Form 10-K for further discussion.
|
(6)
|
Other income, net in 2016 includes $12.5 million related to a claim settlement. Refer to Note 6.
Claim Settlement Receivable
included in the notes to the consolidated financial statements included in Item 15 of this Form 10-K for further discussion.
|
(7)
|
Income tax benefit (expense) in 2017 includes $33.5 million of net tax benefit related to the Tax Act.
|
|
As of December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
In thousands
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment in real estate, net
|
$
|
332,624
|
|
|
$
|
314,620
|
|
|
$
|
313,599
|
|
|
$
|
321,812
|
|
|
$
|
385,009
|
|
Cash and cash equivalents
|
$
|
192,083
|
|
|
$
|
241,111
|
|
|
$
|
212,773
|
|
|
$
|
34,515
|
|
|
$
|
21,894
|
|
Investments
|
$
|
111,268
|
|
|
$
|
175,725
|
|
|
$
|
191,240
|
|
|
$
|
636,878
|
|
|
$
|
146,972
|
|
Property and equipment, net
|
$
|
11,776
|
|
|
$
|
8,992
|
|
|
$
|
10,145
|
|
|
$
|
10,203
|
|
|
$
|
11,410
|
|
Total assets
|
$
|
920,993
|
|
|
$
|
1,027,945
|
|
|
$
|
982,742
|
|
|
$
|
1,303,135
|
|
|
$
|
669,472
|
|
Debt
(1) (2)
|
$
|
55,630
|
|
|
$
|
55,040
|
|
|
$
|
54,474
|
|
|
$
|
63,804
|
|
|
$
|
44,217
|
|
Senior notes held by special purpose entity
(2) (3)
|
$
|
176,537
|
|
|
$
|
176,310
|
|
|
$
|
176,094
|
|
|
$
|
177,341
|
|
|
$
|
—
|
|
Total debt
|
$
|
232,167
|
|
|
$
|
231,350
|
|
|
$
|
230,568
|
|
|
$
|
241,145
|
|
|
$
|
44,217
|
|
Total equity
|
$
|
592,584
|
|
|
$
|
686,799
|
|
|
$
|
673,447
|
|
|
$
|
979,701
|
|
|
$
|
563,525
|
|
(1)
|
Debt includes the Refinanced Loan held by our Pier Park North JV, Community Development District debt and construction loan for a commercial leasing property.
|
(2)
|
Debt and senior notes held by special purpose entity are presented net of debt issuance costs as of December 31, 2017, 2016 and 2015.
|
(3)
|
Refer to Note 5.
Financial Instruments and Fair Value Measurements
included in the notes to the consolidated financial statements included in Item 15 of this Form 10-K for further discussion on our special purpose entities.
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
In millions
|
||||||||||
Revenue:
|
|
|
|
|
|
||||||
Real estate revenue
|
$
|
27.7
|
|
|
$
|
23.4
|
|
|
$
|
33.7
|
|
Resorts and leisure revenue
|
54.8
|
|
|
57.3
|
|
|
54.5
|
|
|||
Leasing revenue
|
10.7
|
|
|
9.8
|
|
|
9.0
|
|
|||
Timber revenue
|
5.6
|
|
|
5.2
|
|
|
6.7
|
|
|||
Total
|
98.8
|
|
|
95.7
|
|
|
103.9
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Cost of real estate revenue
|
15.4
|
|
|
8.0
|
|
|
16.4
|
|
|||
Cost of resorts and leisure revenue
|
47.8
|
|
|
50.2
|
|
|
47.1
|
|
|||
Cost of leasing revenue
|
3.2
|
|
|
3.1
|
|
|
2.8
|
|
|||
Cost of timber revenue
|
0.8
|
|
|
0.8
|
|
|
0.8
|
|
|||
Other operating and corporate expenses
|
20.4
|
|
|
23.1
|
|
|
33.4
|
|
|||
Depreciation, depletion and amortization
|
8.9
|
|
|
8.6
|
|
|
9.5
|
|
|||
Total
|
96.5
|
|
|
93.8
|
|
|
110.0
|
|
|||
Operating income (loss)
|
2.3
|
|
|
1.9
|
|
|
(6.1
|
)
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Investment income, net
|
35.4
|
|
|
17.8
|
|
|
22.7
|
|
|||
Interest expense
|
(12.2
|
)
|
|
(12.3
|
)
|
|
(11.4
|
)
|
|||
Claim settlement
|
—
|
|
|
12.5
|
|
|
—
|
|
|||
Sale of vacation rental management, net
|
9.8
|
|
|
—
|
|
|
—
|
|
|||
Other income (expense), net
|
6.0
|
|
|
2.7
|
|
|
(6.3
|
)
|
|||
Total other income, net
|
39.0
|
|
|
20.7
|
|
|
5.0
|
|
|||
Income (loss) before income taxes
|
41.3
|
|
|
22.6
|
|
|
(1.1
|
)
|
|||
Income tax benefit (expense)
|
17.9
|
|
|
(7.1
|
)
|
|
(0.8
|
)
|
|||
Net income (loss)
|
$
|
59.2
|
|
|
$
|
15.5
|
|
|
$
|
(1.9
|
)
|
|
2017
|
|
%
(1)
|
|
2016
|
|
%
(1)
|
|
2015
|
|
%
(1)
|
|||||||||
|
Dollars in millions
|
|||||||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Residential real estate revenue
|
$
|
21.6
|
|
|
78.0
|
%
|
|
$
|
19.5
|
|
|
83.3
|
%
|
|
$
|
21.2
|
|
|
62.9
|
%
|
Commercial real estate revenue
|
3.9
|
|
|
14.1
|
%
|
|
2.1
|
|
|
9.0
|
%
|
|
7.2
|
|
|
21.4
|
%
|
|||
Rural land and other revenue
|
2.2
|
|
|
7.9
|
%
|
|
1.8
|
|
|
7.7
|
%
|
|
5.3
|
|
|
15.7
|
%
|
|||
Real estate revenue
|
$
|
27.7
|
|
|
100.0
|
%
|
|
$
|
23.4
|
|
|
100.0
|
%
|
|
$
|
33.7
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Gross profit:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Residential real estate
|
$
|
9.1
|
|
|
42.1
|
%
|
|
$
|
13.1
|
|
|
67.2
|
%
|
|
$
|
10.3
|
|
|
48.6
|
%
|
Commercial real estate
|
1.1
|
|
|
28.2
|
%
|
|
0.8
|
|
|
38.1
|
%
|
|
2.2
|
|
|
30.6
|
%
|
|||
Rural land and other
|
2.1
|
|
|
95.5
|
%
|
|
1.5
|
|
|
83.3
|
%
|
|
4.8
|
|
|
90.6
|
%
|
|||
Gross profit
|
$
|
12.3
|
|
|
44.4
|
%
|
|
$
|
15.4
|
|
|
65.8
|
%
|
|
$
|
17.3
|
|
|
51.3
|
%
|
(1)
|
Calculated percentage of total real estate revenue and the respective gross margin percentage.
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
In millions
|
||||||||||
Resorts and leisure revenue
|
$
|
54.8
|
|
|
$
|
57.3
|
|
|
$
|
54.5
|
|
Gross profit
|
$
|
7.0
|
|
|
$
|
7.1
|
|
|
$
|
7.4
|
|
Gross margin
|
12.8
|
%
|
|
12.4
|
%
|
|
13.6
|
%
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
In millions
|
||||||||||
Leasing revenue
|
$
|
10.7
|
|
|
$
|
9.8
|
|
|
$
|
9.0
|
|
Gross profit
|
$
|
7.5
|
|
|
$
|
6.7
|
|
|
$
|
6.2
|
|
Gross margin
|
70.1
|
%
|
|
68.4
|
%
|
|
68.9
|
%
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
In millions
|
||||||||||
Timber revenue
|
$
|
5.6
|
|
|
$
|
5.2
|
|
|
$
|
6.7
|
|
Gross profit
|
$
|
4.8
|
|
|
$
|
4.4
|
|
|
$
|
5.9
|
|
Gross margin
|
85.7
|
%
|
|
84.6
|
%
|
|
88.1
|
%
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
In millions
|
||||||||||
Employee costs
|
$
|
6.9
|
|
|
$
|
7.1
|
|
|
$
|
13.8
|
|
401(k) contribution
|
1.2
|
|
|
1.4
|
|
|
1.3
|
|
|||
Non-cash stock compensation costs
|
0.1
|
|
|
0.1
|
|
|
0.2
|
|
|||
Property taxes and insurance
|
5.2
|
|
|
5.6
|
|
|
5.7
|
|
|||
Professional fees
|
2.9
|
|
|
5.0
|
|
|
7.4
|
|
|||
Marketing and owner association costs
|
1.5
|
|
|
1.5
|
|
|
1.4
|
|
|||
Occupancy, repairs and maintenance
|
0.6
|
|
|
0.7
|
|
|
1.3
|
|
|||
Other
|
2.0
|
|
|
1.7
|
|
|
2.3
|
|
|||
Total other operating and corporate expenses
|
$
|
20.4
|
|
|
$
|
23.1
|
|
|
$
|
33.4
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
In millions
|
||||||||||
Net investment income from available-for-sale securities
|
|
|
|
|
|
||||||
Interest and dividend income
|
$
|
16.4
|
|
|
$
|
6.6
|
|
|
$
|
7.0
|
|
Accretion income
|
2.0
|
|
|
1.8
|
|
|
1.5
|
|
|||
Net realized gain on the sale of investments
|
10.7
|
|
|
0.8
|
|
|
5.3
|
|
|||
Other-than-temporary impairment loss
|
(2.3
|
)
|
|
—
|
|
|
—
|
|
|||
Total net investment income from available-for-sale securities
|
26.8
|
|
|
9.2
|
|
|
13.8
|
|
|||
Interest income from investments in special purpose entities
|
8.2
|
|
|
8.2
|
|
|
8.2
|
|
|||
Interest accrued on notes receivable and other interest
|
0.4
|
|
|
0.4
|
|
|
0.7
|
|
|||
Total investment income, net
|
$
|
35.4
|
|
|
$
|
17.8
|
|
|
$
|
22.7
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
In millions
|
||||||||||
Interest expense and amortization of discount and issuance costs for Senior Notes issued by special purpose entity
|
$
|
8.8
|
|
|
$
|
8.8
|
|
|
$
|
8.8
|
|
Other interest expense
|
3.4
|
|
|
3.5
|
|
|
2.6
|
|
|||
Total interest expense
|
$
|
12.2
|
|
|
$
|
12.3
|
|
|
$
|
11.4
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
In millions
|
||||||||||
Accretion income from retained interest investments
|
$
|
1.1
|
|
|
$
|
1.0
|
|
|
$
|
0.9
|
|
Hunting lease income
|
0.6
|
|
|
0.6
|
|
|
0.6
|
|
|||
Miscellaneous income (expense), net
|
4.3
|
|
|
1.1
|
|
|
(7.8
|
)
|
|||
Other income (expense), net
|
$
|
6.0
|
|
|
$
|
2.7
|
|
|
$
|
(6.3
|
)
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
In millions
|
||||||||||
Revenue:
|
|
|
|
|
|
||||||
Real estate revenue
|
$
|
19.6
|
|
|
$
|
17.5
|
|
|
$
|
19.4
|
|
Other revenue
|
2.1
|
|
|
2.0
|
|
|
1.8
|
|
|||
Total revenue
|
21.7
|
|
|
19.5
|
|
|
21.2
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Cost of real estate and other revenue
|
12.5
|
|
|
6.4
|
|
|
10.9
|
|
|||
Other operating expenses
|
4.3
|
|
|
5.7
|
|
|
10.2
|
|
|||
Depreciation and amortization
|
0.1
|
|
|
0.3
|
|
|
0.5
|
|
|||
Total expenses
|
16.9
|
|
|
12.4
|
|
|
21.6
|
|
|||
Operating income (loss)
|
4.8
|
|
|
7.1
|
|
|
(0.4
|
)
|
|||
Other (expense) income:
|
|
|
|
|
|
||||||
Interest expense
|
(1.2
|
)
|
|
(1.3
|
)
|
|
(1.2
|
)
|
|||
Other income, net
|
0.3
|
|
|
0.1
|
|
|
0.8
|
|
|||
Total other expense, net
|
(0.9
|
)
|
|
(1.2
|
)
|
|
(0.4
|
)
|
|||
Net income (loss) before income taxes
|
$
|
3.9
|
|
|
$
|
5.9
|
|
|
$
|
(0.8
|
)
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
||||||||||||||||||||||||||||||||
|
Units Sold
|
|
Revenue
|
|
Cost of Revenue
|
|
Gross
Profit
|
|
Gross Margin
|
|
Units Sold
|
|
Revenue
|
|
Cost of Revenue
|
|
Gross
Profit
|
|
Gross Margin
|
||||||||||||||||
|
Dollars in millions
|
||||||||||||||||||||||||||||||||||
Homesites
|
174
|
|
|
$
|
18.2
|
|
|
$
|
10.3
|
|
|
$
|
7.9
|
|
|
43.4
|
%
|
|
106
|
|
|
$
|
14.1
|
|
|
$
|
5.7
|
|
|
$
|
8.4
|
|
|
59.6
|
%
|
Homes
|
3
|
|
|
1.4
|
|
|
1.3
|
|
|
0.1
|
|
|
7.1
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||||
Land sale
|
N/A
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
N/A
|
|
|
3.4
|
|
|
0.1
|
|
|
3.3
|
|
|
97.1
|
%
|
||||||
Total
|
177
|
|
|
$
|
19.6
|
|
|
$
|
11.6
|
|
|
$
|
8.0
|
|
|
40.8
|
%
|
|
106
|
|
|
$
|
17.5
|
|
|
$
|
5.8
|
|
|
$
|
11.7
|
|
|
66.9
|
%
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||||||||||||||||||||||||||||
|
Units Sold
|
|
Revenue
|
|
Cost of
Revenue
|
|
Gross
Profit
|
|
Gross Margin
|
|
Units Sold
|
|
Revenue
|
|
Cost of Revenue
|
|
Gross
Profit
|
|
Gross Margin
|
||||||||||||||||
|
Dollars in millions
|
||||||||||||||||||||||||||||||||||
Homesites
|
106
|
|
|
$
|
14.1
|
|
|
$
|
5.7
|
|
|
$
|
8.4
|
|
|
59.6
|
%
|
|
161
|
|
|
$
|
18.6
|
|
|
$
|
8.8
|
|
|
$
|
9.8
|
|
|
52.7
|
%
|
Home
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
1
|
|
|
0.8
|
|
|
0.8
|
|
|
—
|
|
|
—
|
%
|
||||||
Land sale
|
N/A
|
|
|
3.4
|
|
|
0.1
|
|
|
3.3
|
|
|
97.1
|
%
|
|
N/A
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||||
Total
|
106
|
|
|
$
|
17.5
|
|
|
$
|
5.8
|
|
|
$
|
11.7
|
|
|
66.9
|
%
|
|
162
|
|
|
$
|
19.4
|
|
|
$
|
9.6
|
|
|
$
|
9.8
|
|
|
50.5
|
%
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
In millions
|
||||||||||
Revenue:
|
|
|
|
|
|
||||||
Resorts and leisure revenue
|
$
|
54.8
|
|
|
$
|
57.3
|
|
|
$
|
54.5
|
|
Expenses:
|
|
|
|
|
|
||||||
Cost of resorts and leisure revenue
|
47.8
|
|
|
50.2
|
|
|
47.1
|
|
|||
Cost of other revenue
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other operating expenses
|
0.5
|
|
|
0.5
|
|
|
0.4
|
|
|||
Depreciation
|
4.2
|
|
|
4.5
|
|
|
5.1
|
|
|||
Total expenses
|
52.5
|
|
|
55.2
|
|
|
52.6
|
|
|||
Operating income
|
2.3
|
|
|
2.1
|
|
|
1.9
|
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Sale of vacation rental management, net
|
9.8
|
|
|
—
|
|
|
—
|
|
|||
Other income (expense), net
|
0.3
|
|
|
—
|
|
|
(0.1
|
)
|
|||
Total other income (expense), net
|
10.1
|
|
|
—
|
|
|
(0.1
|
)
|
|||
Net income before income taxes
|
$
|
12.4
|
|
|
$
|
2.1
|
|
|
$
|
1.8
|
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
||||||||||||||||||
|
Revenue
|
|
Gross
Profit
|
|
Gross Margin
|
|
Revenue
|
|
Gross
Profit
|
|
Gross Margin
|
||||||||||
|
In millions
|
||||||||||||||||||||
Resorts, vacation rentals and other management services
|
$
|
37.4
|
|
|
$
|
5.1
|
|
|
13.6
|
%
|
|
$
|
41.1
|
|
|
$
|
5.2
|
|
|
12.7
|
%
|
Clubs
|
14.6
|
|
|
1.3
|
|
|
8.9
|
%
|
|
13.5
|
|
|
1.2
|
|
|
8.9
|
%
|
||||
Marinas
|
2.8
|
|
|
0.6
|
|
|
21.4
|
%
|
|
2.7
|
|
|
0.7
|
|
|
25.9
|
%
|
||||
Total
|
$
|
54.8
|
|
|
$
|
7.0
|
|
|
12.8
|
%
|
|
$
|
57.3
|
|
|
$
|
7.1
|
|
|
12.4
|
%
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||||||||||||||
|
Revenue
|
|
Gross
Profit
|
|
Gross Margin
|
|
Revenue
|
|
Gross
Profit
|
|
Gross Margin
|
||||||||||
|
In millions
|
||||||||||||||||||||
Resorts, vacation rentals and other management services
|
$
|
41.1
|
|
|
$
|
5.2
|
|
|
12.7
|
%
|
|
$
|
39.1
|
|
|
$
|
5.6
|
|
|
14.3
|
%
|
Clubs
|
13.5
|
|
|
1.2
|
|
|
8.9
|
%
|
|
12.4
|
|
|
1.0
|
|
|
8.1
|
%
|
||||
Marinas
|
2.7
|
|
|
0.7
|
|
|
25.9
|
%
|
|
3.0
|
|
|
0.8
|
|
|
26.7
|
%
|
||||
Total
|
$
|
57.3
|
|
|
$
|
7.1
|
|
|
12.4
|
%
|
|
$
|
54.5
|
|
|
$
|
7.4
|
|
|
13.6
|
%
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
In millions
|
||||||||||
Revenue:
|
|
|
|
|
|
||||||
Leasing revenue
|
$
|
10.6
|
|
|
$
|
9.8
|
|
|
$
|
9.0
|
|
Commercial real estate revenue
|
3.9
|
|
|
2.1
|
|
|
7.2
|
|
|||
Total revenue
|
14.5
|
|
|
11.9
|
|
|
16.2
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Cost of leasing revenue
|
3.2
|
|
|
3.1
|
|
|
2.8
|
|
|||
Cost of commercial real estate revenue
|
2.8
|
|
|
1.3
|
|
|
5.0
|
|
|||
Other operating expenses
|
3.4
|
|
|
3.5
|
|
|
3.0
|
|
|||
Depreciation and amortization
|
3.7
|
|
|
3.1
|
|
|
3.1
|
|
|||
Total expenses
|
13.1
|
|
|
11.0
|
|
|
13.9
|
|
|||
Operating income
|
1.4
|
|
|
0.9
|
|
|
2.3
|
|
|||
Other (expense) income:
|
|
|
|
|
|
||||||
Interest expense
|
(2.2
|
)
|
|
(2.2
|
)
|
|
(1.5
|
)
|
|||
Other income, net
|
—
|
|
|
0.1
|
|
|
—
|
|
|||
Total other expense, net
|
(2.2
|
)
|
|
(2.1
|
)
|
|
(1.5
|
)
|
|||
Net (loss) income before income taxes
|
$
|
(0.8
|
)
|
|
$
|
(1.2
|
)
|
|
$
|
0.8
|
|
|
|
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
|||||||||||
|
Location
|
|
Net Rentable Square Feet
|
|
Percentage Leased
|
|
Net Rentable Square Feet
|
|
Percentage Leased
|
|
Net Rentable Square Feet
|
|
Percentage Leased
|
|||||
Pier Park North JV
|
Bay County, FL
|
|
320,305
|
|
96
|
%
|
|
320,305
|
|
|
93
|
%
|
|
320,305
|
|
|
90
|
%
|
Venture Crossings
(1)
|
Bay County, FL
|
|
243,605
|
|
100
|
%
|
|
105,000
|
|
|
100
|
%
|
|
105,000
|
|
|
100
|
%
|
Beckrich Office Park
|
Bay County, FL
|
|
67,108
|
|
52
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
WindMark Beach Commercial
(2)
|
Gulf County, FL
|
|
48,035
|
|
27
|
%
|
|
48,035
|
|
|
21
|
%
|
|
48,035
|
|
|
21
|
%
|
SouthWood Town Center
|
Leon County, FL
|
|
34,412
|
|
85
|
%
|
|
34,412
|
|
|
86
|
%
|
|
34,412
|
|
|
68
|
%
|
WaterColor Town Center
(3)
|
Walton County, FL
|
|
22,532
|
|
100
|
%
|
|
22,532
|
|
|
100
|
%
|
|
22,532
|
|
|
100
|
%
|
Port St. Joe Commercial
|
Gulf County, FL
|
|
18,107
|
|
100
|
%
|
|
18,107
|
|
|
100
|
%
|
|
18,107
|
|
|
100
|
%
|
Beach Commerce Park
|
Bay County, FL
|
|
14,700
|
|
63
|
%
|
|
14,700
|
|
|
100
|
%
|
|
—
|
|
|
—
|
%
|
SummerCamp Commercial
|
Franklin County, FL
|
|
13,000
|
|
0
|
%
|
|
13,000
|
|
|
0
|
%
|
|
13,000
|
|
|
0
|
%
|
WaterSound Gatehouse
|
Walton County, FL
|
|
12,624
|
|
100
|
%
|
|
12,624
|
|
|
90
|
%
|
|
12,624
|
|
|
90
|
%
|
395 Office building
|
Walton County, FL
|
|
6,700
|
|
100
|
%
|
|
6,700
|
|
|
100
|
%
|
|
6,700
|
|
|
100
|
%
|
Pier Park outparcel
|
Bay County, FL
|
|
5,565
|
|
100
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
Wetappo
|
Gulf County, FL
|
|
4,900
|
|
100
|
%
|
|
4,900
|
|
|
100
|
%
|
|
4,900
|
|
|
100
|
%
|
WaterColor HOA Office
(4)
|
Walton County, FL
|
|
1,244
|
|
100
|
%
|
|
1,244
|
|
|
100
|
%
|
|
1,244
|
|
|
100
|
%
|
WaterSound Origins
|
Walton County, FL
|
|
760
|
|
100
|
%
|
|
760
|
|
|
100
|
%
|
|
760
|
|
|
0
|
%
|
|
|
|
813,597
|
|
87
|
%
|
|
602,319
|
|
|
87
|
%
|
|
587,619
|
|
|
83
|
%
|
(1)
|
During 2017 we completed construction of a 138,605 square foot manufacturing facility, for which we have a long term lease that commenced on December 1, 2017.
|
(2)
|
Included in net rentable square feet as of December 31 2017, 2016 and 2015, is 13,808 square feet of unfinished space.
|
(3)
|
In addition to net rentable square feet there is also space that we occupy or serves as common area.
|
(4)
|
In addition to net rentable square feet, there is an additional 1,276 square feet that currently serves as common area, but is subject to an agreement whereby the current lessee will expand their lease in 2019 to include the entire building.
|
Period
|
|
Number of
Sales
|
|
Acres Sold
|
|
Average Price Per Acre
|
|
Revenue
|
|
Gross Profit on Sales
|
||||||
|
|
|
|
|
|
|
|
In millions
|
||||||||
2017
|
|
9
|
|
49
|
|
$
|
79,494
|
|
|
$
|
3.9
|
|
|
$
|
1.1
|
|
2016
|
|
8
|
|
17
|
|
$
|
123,529
|
|
|
$
|
2.1
|
|
|
$
|
0.8
|
|
2015
|
|
3
|
|
14
|
|
$
|
514,285
|
|
|
$
|
7.2
|
|
|
$
|
2.2
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
In millions
|
||||||||||
Revenue:
|
|
|
|
|
|
||||||
Timber revenue
|
$
|
5.5
|
|
|
$
|
5.2
|
|
|
$
|
6.7
|
|
Real estate revenue - other rural land revenue
|
1.7
|
|
|
1.4
|
|
|
5.3
|
|
|||
Total revenue
|
7.2
|
|
|
6.6
|
|
|
12.0
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Cost of timber revenue
|
0.8
|
|
|
0.8
|
|
|
0.8
|
|
|||
Cost of real estate revenue - other rural land revenue
|
0.1
|
|
|
0.3
|
|
|
0.5
|
|
|||
Other operating expenses
|
0.4
|
|
|
0.5
|
|
|
0.9
|
|
|||
Depreciation and depletion
|
0.6
|
|
|
0.5
|
|
|
0.6
|
|
|||
Total expenses
|
1.9
|
|
|
2.1
|
|
|
2.8
|
|
|||
Operating income
|
5.3
|
|
|
4.5
|
|
|
9.2
|
|
|||
Other income, net
|
1.3
|
|
|
1.1
|
|
|
1.1
|
|
|||
Net income before income taxes
|
$
|
6.6
|
|
|
$
|
5.6
|
|
|
$
|
10.3
|
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
Pine pulpwood
|
275,000
|
|
|
75.6
|
%
|
|
232,000
|
|
|
75.1
|
%
|
|
249,000
|
|
|
66.4
|
%
|
Pine sawtimber
|
67,000
|
|
|
18.4
|
%
|
|
62,000
|
|
|
20.1
|
%
|
|
100,000
|
|
|
26.7
|
%
|
Pine grade logs
|
19,000
|
|
|
5.2
|
%
|
|
13,000
|
|
|
4.2
|
%
|
|
24,000
|
|
|
6.4
|
%
|
Other
|
3,000
|
|
|
0.8
|
%
|
|
2,000
|
|
|
0.6
|
%
|
|
2,000
|
|
|
0.5
|
%
|
Total
|
364,000
|
|
|
100.0
|
%
|
|
309,000
|
|
|
100.0
|
%
|
|
375,000
|
|
|
100.0
|
%
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
In millions
|
||||||||||
Net cash provided by operating activities
|
$
|
55.8
|
|
|
$
|
12.9
|
|
|
$
|
22.4
|
|
Net cash provided by investing activities
|
44.4
|
|
|
21.0
|
|
|
445.4
|
|
|||
Net cash used in financing activities
|
(149.2
|
)
|
|
(5.6
|
)
|
|
(289.5
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
(49.0
|
)
|
|
28.3
|
|
|
178.3
|
|
|||
Cash and cash equivalents at beginning of the year
|
241.1
|
|
|
212.8
|
|
|
34.5
|
|
|||
Cash and cash equivalents at end of the year
|
$
|
192.1
|
|
|
$
|
241.1
|
|
|
$
|
212.8
|
|
|
Payments due by Calendar Period
|
||||||||||||||||||
|
Total
|
|
Less Than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More Than
5 Years
|
||||||||||
|
In millions
|
||||||||||||||||||
Debt
(1)
|
$
|
56.2
|
|
|
$
|
1.5
|
|
|
$
|
3.1
|
|
|
$
|
3.0
|
|
|
$
|
48.6
|
|
Interest related to debt, including Community Development District debt
(1)
|
17.2
|
|
|
2.3
|
|
|
4.3
|
|
|
4.1
|
|
|
6.5
|
|
|||||
Contractual obligations
(2)
|
9.6
|
|
|
9.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other long term liabilities
(3)
|
71.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71.5
|
|
|||||
Senior Notes held by special purpose entity
(4)
|
180.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
180.0
|
|
|||||
Interest related to Senior Notes held by special purpose entity
(4)
|
92.1
|
|
|
8.0
|
|
|
16.0
|
|
|
16.0
|
|
|
52.1
|
|
|||||
Total contractual obligations
|
$
|
426.6
|
|
|
$
|
21.4
|
|
|
$
|
23.4
|
|
|
$
|
23.1
|
|
|
$
|
358.7
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
These amounts do not include additional CDD obligations associated with unplatted properties that are not yet fixed or determinable or that are not yet probable or reasonably estimable.
|
(2)
|
These aggregate amounts include individual contracts in excess of $0.1 million.
|
(3)
|
Other long term liabilities include certain of our deferred federal tax liabilities related to our installment note monetization transactions.
|
(4)
|
Senior Notes held by a consolidated special purpose entity. There is no recourse against the Company on the Senior Notes, as recourse is limited to proceeds from the installment note (the “Timber Note”) and the underlying letter of credit held by the special purpose entity. See Note 5.
Financial Instruments and Fair Value Measurements
, of our consolidated financial statements included in Item 15 of this Form 10-K for further discussion.
|
•
|
a prolonged decrease in the fair value or demand for the properties;
|
•
|
a change in the expected use or development plans for the properties;
|
•
|
a material change in strategy that would affect the fair value of our properties;
|
•
|
continuing operating or cash flow losses for an operating property;
|
•
|
an accumulation of costs in excess of the projected costs for development or operating property; and
|
•
|
any other adverse change that may affect the fair value of the property.
|
•
|
the projected pace of sales of homesites based on estimated market conditions and our development plans;
|
•
|
estimated pricing and projected price appreciation over time;
|
•
|
the length of the estimated development and selling periods, which can differ depending on the size of the development and the number of phases to be developed;
|
•
|
the amount of remaining development costs, including the extent of infrastructure or amenities included in such development costs;
|
•
|
holding costs to be incurred over the selling period;
|
•
|
for bulk land sales of undeveloped and developed parcels future pricing is based upon estimated developed lot pricing less estimated development costs and estimated developer profit;
|
•
|
for commercial development property, future pricing is based on sales of comparable property in similar markets; and
|
•
|
whether liquidity is available to fund continued development.
|
•
|
for investments in inns and rental condominium units, average occupancy and room rates, revenue from food and beverage and other amenity operations, operating expenses and capital expenditures, and eventual disposition of such properties as private residence vacation units or condominiums, based on current prices for similar units appreciated to the expected sale date;
|
•
|
for investments in commercial or retail property, future occupancy and rental rates and the amount of proceeds to be realized upon eventual disposition of such property at a terminal capitalization rate; and
|
•
|
for investments in golf courses, future memberships, rounds and greens fees, operating expenses and capital expenditures, and the amount of proceeds to be realized upon eventual disposition of such properties at a multiple of terminal year cash flows.
|
•
|
our expectations concerning our future business strategy, including exploring the sale of our real estate assets opportunistically or when we believe that we can better deploy those resources;
|
•
|
our intention to use our land holdings and our cash and cash equivalents and investments to increase recurring revenue while creating long-term value for our shareholders;
|
•
|
our expectations regarding
investments that we believe will contribute towards increasing our future growth, particularly in real estate projects that provide recurring revenue
;
|
•
|
our 2018 capital expenditures budget and the timing of benefits of these investments;
|
•
|
our beliefs regarding opportunities to develop, improve or acquire a broad range of asset types that will generate recurring revenue;
|
•
|
our plan to focus on investing in residential communities that have the potential for long term, scalable and repeatable revenue;
|
•
|
our expectation to continue to be a developer of finished residential lots for sale to builders and retail lots for sale to consumers in our communities;
|
•
|
our continued exploration of the concept of establishing some form of an active adult community on our land holdings;
|
•
|
our plan to expand the scope and scale of our resorts and leisure assets and services in order to enhance the value and contribution those assets provide;
|
•
|
our intention to continue to work collaboratively with public and private partners on strategic infrastructure and economic development initiatives that will help to attract quality job creators and help to diversify the Northwest Florida economy,
|
•
|
our expectations regarding opportunities surrounding the Northwest Florida Beaches International Airport and our other land holdings in Northwest Florida;
|
•
|
our belief that by entering into partnerships, joint ventures or other collaborations and alliances with best of class operators, we can efficiently utilize our land assets while reducing our capital requirements;
|
•
|
our expectation to continue a cost and investment discipline to ensure low fixed expenses and bottom line performance;
|
•
|
our plan to continue to maintain a high degree of liquidity while seeking opportunities to invest our cash in ways that we believe will increase shareholder value, including investments in available-for-sale securities, share repurchases, real estate and other strategic investments;
|
•
|
our expectations regarding the amount and timing of the impact fees which we will receive in connection with the RiverTown Sale;
|
•
|
our expectation regarding our liquidity or ability to satisfy our working capital needs, expected capital expenditures and principal and interest payments on our long term debt;
|
•
|
our estimates and assumptions regarding the installment notes and the Timber Note; and
|
•
|
our expectation regarding the impact of pending litigation, claims, other disputes or governmental proceedings, on our cash flows, financial condition or results of operations.
|
•
|
any changes in our strategic objectives and our ability to successfully implement such strategic objectives;
|
•
|
any potential negative impact of our longer-term property development strategy, including losses and negative cash flows for an extended period of time if we continue with the self-development of our entitlements;
|
•
|
our ability and the ability of our investment advisor to identify and acquire suitable investments for our investment portfolio that meet our risk and return criteria;
|
•
|
significant decreases in the market value of our investments in securities or any other investments;
|
•
|
our ability to capitalize on strategic opportunities presented by a growing retirement demographic;
|
•
|
our ability to accurately predict market demand for the range of potential residential and commercial uses of our real estate, including our Northwest Florida holdings;
|
•
|
volatility in the consistency and pace of our residential real estate revenue;
|
•
|
economic or other conditions that affect the future prospects for the Southeastern region of the United States and the demand for our products, including a slowing of the population growth in Florida, inflation, or unemployment rates or declines in consumer confidence or the demand for, or the prices of, housing;
|
•
|
any downturns in real estate markets in Florida or across the nation;
|
•
|
our dependence on the real estate industry and the cyclical nature of our real estate operations;
|
•
|
the impact of natural or man-made disasters or weather conditions, including hurricanes, fires and other severe
weather conditions, on our business;
|
•
|
our ability to successfully and timely obtain land use entitlements and construction financing, maintain compliance with state law requirements and address issues that arise in connection with the use and development of our land, including the permits required for mixed-use and active adult communities;
|
•
|
changes in laws, regulations or the regulatory environment affecting the development of real estate;
|
•
|
our ability to effectively deploy and invest our assets, including our available-for-sale securities;
|
•
|
our ability to effectively manage our real estate assets, as well as the ability of our joint venture partners to effectively manage the day-to-day activities of the Pier Park North JV and Pier Park Crossings JV;
|
•
|
our ability to realize the anticipated benefits of our acquisitions, joint ventures, investments in leasable spaces and operations and share repurchases;
|
•
|
our ability to carry out our Stock Repurchase Program in accordance with applicable securities laws;
|
•
|
the impact of the recently passed comprehensive tax reform bill on our business and financial condition;
|
•
|
our ability to successfully estimate the amount and timing of the impact fees we will receive in connection with the RiverTown Sale;
|
•
|
increases in operating costs, including costs related to real estate taxes, owner association fees, construction materials, labor and insurance and our ability to manage our cost structure;
|
•
|
the sufficiency of our current cash position, anticipated cash flows from cash equivalents and short term investments and cash generated from operations to satisfy our anticipated working capital needs, capital expenditures and principal and interest payments;
|
•
|
our ability to anticipate the impact of pending environmental litigation matters or governmental proceedings on our financial condition or results of operations;
|
•
|
the expense, management distraction and possible liability associated with litigation, claims, other disputes or governmental proceedings;
|
•
|
Fairholme’s ability to influence major corporate decisions;
|
•
|
potential liability under environmental or construction laws, or other laws or regulations;
|
•
|
the impact if we have deficiencies in our disclosure controls and procedures or internal control over financial reporting;
|
•
|
our ability to receive payments of settlement amounts due under our claims settlement receivable; and
|
•
|
our ability to successfully estimate the impact of certain accounting and tax matters that arise from the installment notes and the Timber Note.
|
Exhibit
Number
|
|
Description
|
2.1
|
|
|
|
|
|
2.2
|
|
|
|
|
|
2.2a
|
|
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
4.1
|
|
|
|
|
|
4.2
|
|
|
|
|
|
10.1
†
|
|
|
|
|
|
10.3
|
|
|
|
|
|
10.22
†
|
|
|
|
|
|
10.22a
†
|
|
|
|
|
|
10.49
**
|
|
|
|
|
|
10.49a
|
|
|
|
|
|
10.52
†
|
|
|
|
|
|
10.56
†
|
|
|
|
|
|
10.58
|
|
|
|
|
|
10.60
|
|
|
|
|
|
|
|
THE ST. JOE COMPANY
|
|
|
|
Date:
|
March 1, 2018
|
/s/ Jorge Gonzalez
|
|
|
Jorge Gonzalez
|
|
|
President, Chief Executive Officer and Director
|
|
|
(Duly Authorized Officer)
|
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Jorge Gonzalez
|
|
President, Chief Executive Officer and Director
|
|
March 1, 2018
|
Jorge Gonzalez
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Marek Bakun
|
|
Executive Vice President and Chief Financial Officer
|
|
March 1, 2018
|
Marek Bakun
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ Susan D. Mermer
|
|
Chief Accounting Officer
|
|
March 1, 2018
|
Susan D. Mermer
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Bruce R. Berkowitz
|
|
Chairman of the Board
|
|
March 1, 2018
|
Bruce R. Berkowitz
|
|
|
|
|
|
|
|
|
|
/s/ Cesar L. Alvarez
|
|
Director
|
|
March 1, 2018
|
Cesar L. Alvarez
|
|
|
|
|
|
|
|
|
|
/s/ Howard S. Frank
|
|
Director
|
|
March 1, 2018
|
Howard S. Frank
|
|
|
|
|
|
|
|
|
|
/s/ James S. Hunt
|
|
Director
|
|
March 1, 2018
|
James S. Hunt
|
|
|
|
|
|
|
|
|
|
/s/ Stanley Martin
|
|
Director
|
|
March 1, 2018
|
Stanley Martin
|
|
|
|
|
|
|
|
|
|
/s/ Thomas P. Murphy, Jr.
|
|
Director
|
|
March 1, 2018
|
Thomas P. Murphy, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ Vito S. Portera
|
|
Director
|
|
March 1, 2018
|
Vito S. Portera
|
|
|
|
|
|
|
|
|
|
|
Page No.
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
ASSETS
|
|
|
|
||||
Investment in real estate, net
|
$
|
332,624
|
|
|
$
|
314,620
|
|
Cash and cash equivalents
|
192,083
|
|
|
241,111
|
|
||
Investments
|
111,268
|
|
|
175,725
|
|
||
Restricted investments
|
4,469
|
|
|
5,636
|
|
||
Income tax receivable
|
8,371
|
|
|
27,057
|
|
||
Claim settlement receivable
|
5,280
|
|
|
7,804
|
|
||
Other assets
|
47,133
|
|
|
38,410
|
|
||
Property and equipment, net of accumulated depreciation of $60,697 and $59,404 at December 31, 2017 and 2016, respectively
|
11,776
|
|
|
8,992
|
|
||
Investments held by special purpose entities
|
207,989
|
|
|
208,590
|
|
||
Total assets
|
$
|
920,993
|
|
|
$
|
1,027,945
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Debt
|
$
|
55,630
|
|
|
$
|
55,040
|
|
Other liabilities
|
47,259
|
|
|
40,950
|
|
||
Deferred tax liabilities, net
|
48,983
|
|
|
68,846
|
|
||
Senior Notes held by special purpose entity
|
176,537
|
|
|
176,310
|
|
||
Total liabilities
|
328,409
|
|
|
341,146
|
|
||
Equity:
|
|
|
|
||||
Common stock, no par value; 180,000,000 shares authorized; 65,897,866 and 74,342,826 issued and outstanding at December 31, 2017 and 2016, respectively
|
424,694
|
|
|
572,040
|
|
||
Retained earnings
|
154,324
|
|
|
94,746
|
|
||
Accumulated other comprehensive (loss) income
|
(1,461
|
)
|
|
2,507
|
|
||
Total stockholders’ equity
|
577,557
|
|
|
669,293
|
|
||
Non-controlling interest
|
15,027
|
|
|
17,506
|
|
||
Total equity
|
592,584
|
|
|
686,799
|
|
||
Total liabilities and equity
|
$
|
920,993
|
|
|
$
|
1,027,945
|
|
|
December 31,
2017 |
|
December 31,
2016 |
||||
ASSETS
|
|
|
|
||||
Investment in real estate
|
$
|
58,441
|
|
|
$
|
63,362
|
|
Cash and cash equivalents
|
5,084
|
|
|
3,965
|
|
||
Other assets
|
11,889
|
|
|
13,209
|
|
||
Investments held by special purpose entity
|
207,989
|
|
|
208,590
|
|
||
|
$
|
283,403
|
|
|
$
|
289,126
|
|
LIABILITIES
|
|
|
|
||||
Debt
|
$
|
46,783
|
|
|
$
|
47,519
|
|
Other liabilities
|
4,357
|
|
|
4,275
|
|
||
Senior Notes held by special purpose entity
|
176,537
|
|
|
176,310
|
|
||
Total liabilities
|
$
|
227,677
|
|
|
$
|
228,104
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Revenue:
|
|
|
|
|
|
||||||
Real estate revenue
|
$
|
27,717
|
|
|
$
|
23,397
|
|
|
$
|
33,704
|
|
Resorts and leisure revenue
|
54,820
|
|
|
57,284
|
|
|
54,488
|
|
|||
Leasing revenue
|
10,637
|
|
|
9,858
|
|
|
8,978
|
|
|||
Timber revenue
|
5,622
|
|
|
5,205
|
|
|
6,701
|
|
|||
Total revenue
|
98,796
|
|
|
95,744
|
|
|
103,871
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Cost of real estate revenue
|
15,370
|
|
|
8,036
|
|
|
16,399
|
|
|||
Cost of resorts and leisure revenue
|
47,816
|
|
|
50,229
|
|
|
47,069
|
|
|||
Cost of leasing revenue
|
3,199
|
|
|
3,108
|
|
|
2,792
|
|
|||
Cost of timber revenue
|
809
|
|
|
821
|
|
|
834
|
|
|||
Other operating and corporate expenses
|
20,382
|
|
|
23,019
|
|
|
33,426
|
|
|||
Depreciation, depletion and amortization
|
8,885
|
|
|
8,571
|
|
|
9,486
|
|
|||
Total expenses
|
96,461
|
|
|
93,784
|
|
|
110,006
|
|
|||
Operating income (loss)
|
2,335
|
|
|
1,960
|
|
|
(6,135
|
)
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Investment income, net
|
35,410
|
|
|
17,776
|
|
|
22,688
|
|
|||
Interest expense
|
(12,145
|
)
|
|
(12,295
|
)
|
|
(11,429
|
)
|
|||
Claim settlement
|
—
|
|
|
12,548
|
|
|
—
|
|
|||
Sale of vacation rental management, net
|
9,800
|
|
|
—
|
|
|
—
|
|
|||
Other income (expense), net
|
5,955
|
|
|
2,622
|
|
|
(6,287
|
)
|
|||
Total other income, net
|
39,020
|
|
|
20,651
|
|
|
4,972
|
|
|||
Income (loss) before income taxes
|
41,355
|
|
|
22,611
|
|
|
(1,163
|
)
|
|||
Income tax benefit (expense)
|
17,881
|
|
|
(7,147
|
)
|
|
(808
|
)
|
|||
Net income (loss)
|
59,236
|
|
|
15,464
|
|
|
(1,971
|
)
|
|||
Net loss attributable to non-controlling interest
|
342
|
|
|
431
|
|
|
240
|
|
|||
Net income (loss) attributable to the Company
|
$
|
59,578
|
|
|
$
|
15,895
|
|
|
$
|
(1,731
|
)
|
|
|
|
|
|
|
||||||
NET INCOME (LOSS) PER SHARE
|
|
|
|
|
|
||||||
Basic and Diluted
|
|
|
|
|
|
||||||
Weighted average shares outstanding
|
70,548,411
|
|
|
74,457,541
|
|
|
87,827,869
|
|
|||
Net income (loss) per share attributable to the Company
|
$
|
0.84
|
|
|
$
|
0.21
|
|
|
$
|
(0.02
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net income (loss):
|
$
|
59,236
|
|
|
$
|
15,464
|
|
|
$
|
(1,971
|
)
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
||||||
Available-for-sale investment items:
|
|
|
|
|
|
||||||
Net unrealized gain on available-for-sale investments
|
2,015
|
|
|
5,997
|
|
|
5,650
|
|
|||
Net unrealized loss on restricted investments
|
(9
|
)
|
|
(6
|
)
|
|
—
|
|
|||
Reclassification of net realized gain included in earnings
|
(10,750
|
)
|
|
(795
|
)
|
|
(5,311
|
)
|
|||
Reclassification of other-than-temporary impairment loss included in earnings
|
2,288
|
|
|
—
|
|
|
—
|
|
|||
Total before income taxes
|
(6,456
|
)
|
|
5,196
|
|
|
339
|
|
|||
Income tax benefit (expense)
|
2,488
|
|
|
(2,003
|
)
|
|
300
|
|
|||
Total other comprehensive (loss) income, net of tax
|
(3,968
|
)
|
|
3,193
|
|
|
639
|
|
|||
Total comprehensive income (loss), net of tax
|
$
|
55,268
|
|
|
$
|
18,657
|
|
|
$
|
(1,332
|
)
|
|
Common Stock
|
|
Retained Earnings
|
|
Accumulated
Other
Comprehensive
(Loss) Income
|
|
|
|
|
|
|
|||||||||||||||
|
Outstanding
Shares
|
|
Amount
|
|
Treasury
Stock
|
|
Non-controlling
Interest
|
|
Total
|
|||||||||||||||||
Balance at December 31, 2014
|
92,302,636
|
|
|
$
|
892,237
|
|
|
$
|
80,582
|
|
|
$
|
(1,325
|
)
|
|
$
|
(285
|
)
|
|
$
|
8,492
|
|
|
$
|
979,701
|
|
Issuance of common stock for director fees
|
9,660
|
|
|
150
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
150
|
|
||||||
Repurchase of common shares
|
(16,982,739
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(305,004
|
)
|
|
—
|
|
|
(305,004
|
)
|
||||||
Capital distribution to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(68
|
)
|
|
(68
|
)
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
639
|
|
|
—
|
|
|
—
|
|
|
639
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
(1,731
|
)
|
|
—
|
|
|
—
|
|
|
(240
|
)
|
|
(1,971
|
)
|
||||||
Balance at December 31, 2015
|
75,329,557
|
|
|
$
|
892,387
|
|
|
$
|
78,851
|
|
|
$
|
(686
|
)
|
|
$
|
(305,289
|
)
|
|
$
|
8,184
|
|
|
$
|
673,447
|
|
Capital contribution from non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,353
|
|
|
10,353
|
|
||||||
Capital distribution to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(600
|
)
|
|
(600
|
)
|
||||||
Issuance of common stock for director’s fees
|
8,919
|
|
|
131
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
131
|
|
||||||
Reduction in excess tax benefits on stock options
|
—
|
|
|
(369
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(369
|
)
|
||||||
Repurchase of common shares
|
(995,650
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,820
|
)
|
|
—
|
|
|
(14,820
|
)
|
||||||
Retirement of treasury stock
|
—
|
|
|
(320,109
|
)
|
|
—
|
|
|
—
|
|
|
320,109
|
|
|
—
|
|
|
—
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
3,193
|
|
|
—
|
|
|
—
|
|
|
3,193
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
15,895
|
|
|
—
|
|
|
—
|
|
|
(431
|
)
|
|
15,464
|
|
||||||
Balance at December 31, 2016
|
74,342,826
|
|
|
$
|
572,040
|
|
|
$
|
94,746
|
|
|
$
|
2,507
|
|
|
$
|
—
|
|
|
$
|
17,506
|
|
|
$
|
686,799
|
|
Capital contribution from non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
193
|
|
|
193
|
|
||||||
Capital distribution to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,330
|
)
|
|
(2,330
|
)
|
||||||
Issuance of common stock for director’s fees
|
5,334
|
|
|
76
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
76
|
|
||||||
Repurchase of common shares
|
(8,450,294
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(147,422
|
)
|
|
—
|
|
|
(147,422
|
)
|
||||||
Retirement of treasury stock
|
—
|
|
|
(147,422
|
)
|
|
—
|
|
|
—
|
|
|
147,422
|
|
|
—
|
|
|
—
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,968
|
)
|
|
—
|
|
|
—
|
|
|
(3,968
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
59,578
|
|
|
—
|
|
|
—
|
|
|
(342
|
)
|
|
59,236
|
|
||||||
Balance at December 31, 2017
|
65,897,866
|
|
|
$
|
424,694
|
|
|
$
|
154,324
|
|
|
$
|
(1,461
|
)
|
|
$
|
—
|
|
|
$
|
15,027
|
|
|
$
|
592,584
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
59,236
|
|
|
$
|
15,464
|
|
|
$
|
(1,971
|
)
|
Adjustments to reconcile net income (loss) to net cash from operating activities:
|
|
|
|
|
|
||||||
Depreciation, depletion and amortization
|
8,885
|
|
|
8,571
|
|
|
9,486
|
|
|||
Stock based compensation
|
76
|
|
|
131
|
|
|
150
|
|
|||
Gain on sale of investments
|
(10,750
|
)
|
|
(795
|
)
|
|
(5,311
|
)
|
|||
Other-than-temporary impairment loss on investments
|
2,288
|
|
|
—
|
|
|
—
|
|
|||
Deferred income tax (benefit) expense
|
(17,375
|
)
|
|
29,627
|
|
|
2,323
|
|
|||
Impairment losses on investment in real estate
|
714
|
|
|
357
|
|
|
—
|
|
|||
Loss on disposal of real estate and property and equipment
|
887
|
|
|
9
|
|
|
77
|
|
|||
Gain on sale of vacation rental management
|
(9,800
|
)
|
|
—
|
|
|
—
|
|
|||
Cost of real estate sold
|
13,727
|
|
|
6,489
|
|
|
14,584
|
|
|||
Expenditures for and acquisition of real estate to be sold
|
(8,475
|
)
|
|
(8,335
|
)
|
|
(8,378
|
)
|
|||
Accretion income and other
|
(3,159
|
)
|
|
(2,792
|
)
|
|
(1,780
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Notes receivable
|
(2,596
|
)
|
|
694
|
|
|
21,780
|
|
|||
Claim settlement receivable
|
2,741
|
|
|
(7,804
|
)
|
|
—
|
|
|||
Other assets
|
(3,667
|
)
|
|
(1,576
|
)
|
|
(3,650
|
)
|
|||
Other liabilities
|
4,734
|
|
|
(2,384
|
)
|
|
(3,395
|
)
|
|||
Income taxes receivable
|
18,300
|
|
|
(24,782
|
)
|
|
(1,497
|
)
|
|||
Net cash provided by operating activities
|
55,766
|
|
|
12,874
|
|
|
22,418
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Expenditures for operating property
|
(28,400
|
)
|
|
(3,226
|
)
|
|
(6,619
|
)
|
|||
Expenditures for property and equipment
|
(3,005
|
)
|
|
(1,297
|
)
|
|
(2,468
|
)
|
|||
Proceeds from the disposition of assets
|
2,518
|
|
|
3
|
|
|
—
|
|
|||
Purchases of investments
|
(115,944
|
)
|
|
(357,787
|
)
|
|
(341,994
|
)
|
|||
Maturities of investments
|
13,988
|
|
|
185,000
|
|
|
410,000
|
|
|||
Sales of investments
|
174,507
|
|
|
197,548
|
|
|
385,695
|
|
|||
Maturities of assets held by special purpose entities
|
787
|
|
|
787
|
|
|
787
|
|
|||
Net cash provided by investing activities
|
44,451
|
|
|
21,028
|
|
|
445,401
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Capital contribution from non-controlling interest
|
193
|
|
|
10,353
|
|
|
—
|
|
|||
Capital distribution to non-controlling interest
|
(2,330
|
)
|
|
(600
|
)
|
|
(68
|
)
|
|||
Repurchase of common shares
|
(147,422
|
)
|
|
(14,820
|
)
|
|
(305,004
|
)
|
|||
Borrowings on debt
|
1,624
|
|
|
—
|
|
|
48,200
|
|
|||
Principal payments for debt
|
(1,290
|
)
|
|
(497
|
)
|
|
(31,942
|
)
|
|||
Debt issuance costs
|
(20
|
)
|
|
—
|
|
|
(747
|
)
|
|||
Net cash used in financing activities
|
(149,245
|
)
|
|
(5,564
|
)
|
|
(289,561
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
(49,028
|
)
|
|
28,338
|
|
|
178,258
|
|
|||
Cash and cash equivalents at beginning of the year
|
241,111
|
|
|
212,773
|
|
|
34,515
|
|
|||
Cash and cash equivalents at end of the year
|
$
|
192,083
|
|
|
$
|
241,111
|
|
|
$
|
212,773
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Cash paid during the period for:
|
|
|
|
|
|
|
||||||
Interest
|
|
$
|
11,823
|
|
|
$
|
11,811
|
|
|
$
|
10,569
|
|
Income taxes
|
|
$
|
5,430
|
|
|
$
|
2,302
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||||
Non-cash financing and investment activities:
|
|
|
|
|
|
|
||||||
Increase in notes receivable - PCR Note
|
|
$
|
(5,000
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Increase (decrease) in Community Development District debt
|
|
$
|
174
|
|
|
$
|
955
|
|
|
$
|
(768
|
)
|
Decrease in pledged treasury securities related to defeased debt
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(25,670
|
)
|
Expenditures for operating properties and property and equipment financed through accounts payable
|
|
$
|
2,525
|
|
|
$
|
139
|
|
|
$
|
1,138
|
|
|
|
|
Estimated Useful Life (in years)
|
Land
|
|
|
N/A
|
Land improvements
|
|
|
15 - 20
|
Buildings
|
|
|
20-40
|
Building improvements
|
|
|
5-25
|
Timber
|
|
|
N/A
|
•
|
a prolonged decrease in the fair value or demand for the Company’s properties;
|
•
|
a change in the expected use or development plans for the Company’s properties;
|
•
|
a material change in strategy that would affect the fair value of the Company’s properties;
|
•
|
continuing operating or cash flow loss for an operating property;
|
•
|
an accumulation of costs in excess of the projected costs for development or operating property; and
|
•
|
any other adverse change that may affect the fair value of the property.
|
•
|
the projected pace of sales of homesites based on estimated market conditions and the Company’s development plans;
|
•
|
estimated pricing and projected price appreciation over time;
|
•
|
the amount and trajectory of price appreciation over the estimated selling period;
|
•
|
the length of the estimated development and selling periods, which can differ depending on the size of the development and the number of phases to be developed;
|
•
|
the amount of remaining development costs, including the extent of infrastructure or amenities included in such development costs;
|
•
|
holding costs to be incurred over the selling period;
|
•
|
for bulk land sales of undeveloped and developed parcels future pricing is based upon estimated developed lot pricing less estimated development costs and estimated developer profit;
|
•
|
for commercial development property, future pricing is based on sales of comparable property in similar markets; and
|
•
|
whether liquidity is available to fund continued development.
|
•
|
for investments in inns and rental condominium units, average occupancy and room rates, revenue from food and beverage and other amenity operations, operating expenses and capital expenditures, and eventual disposition of such properties as private residence vacation units or condominiums, based on current prices for similar units appreciated to the expected sale date;
|
•
|
for investments in commercial or retail property, future occupancy and rental rates and the amount of proceeds to be realized upon eventual disposition of such property at a terminal capitalization rate; and,
|
•
|
for investments in a beach club, golf courses, memberships, future rounds and greens fees, operating expenses and capital expenditures, and the amount of proceeds to be realized upon eventual disposition of such properties at a multiple of terminal year cash flows.
|
|
|
|
Estimated Useful Life (in years)
|
Railroad and equipment
|
|
|
15-30
|
Furniture and fixtures
|
|
|
5-10
|
Machinery and equipment
|
|
|
3-10
|
Office equipment
|
|
|
5-10
|
Autos and trucks
|
|
|
5
|
|
|
||
2018
|
$
|
10,189
|
|
2019
|
9,718
|
|
|
2020
|
9,073
|
|
|
2021
|
8,632
|
|
|
2022
|
8,339
|
|
|
|
$
|
45,951
|
|
|
December 31,
2017 |
|
December 31,
2016 |
||||
Development property:
|
|
|
|
||||
Residential real estate
|
$
|
100,279
|
|
|
$
|
101,292
|
|
Resorts and leisure
|
4,131
|
|
|
263
|
|
||
Commercial leasing and sales
|
53,896
|
|
|
58,364
|
|
||
Forestry
|
2,488
|
|
|
2,492
|
|
||
Corporate
|
2,571
|
|
|
2,438
|
|
||
Total development property
|
163,365
|
|
|
164,849
|
|
||
|
|
|
|
||||
Operating property:
|
|
|
|
||||
Residential real estate
|
7,344
|
|
|
8,097
|
|
||
Resorts and leisure
|
103,616
|
|
|
107,029
|
|
||
Commercial leasing and sales
|
110,491
|
|
|
82,336
|
|
||
Forestry
|
19,510
|
|
|
19,608
|
|
||
Other
|
50
|
|
|
50
|
|
||
Total operating property
|
241,011
|
|
|
217,120
|
|
||
Less: Accumulated depreciation
|
71,752
|
|
|
67,349
|
|
||
Total operating property, net
|
169,259
|
|
|
149,771
|
|
||
Investment in real estate, net
|
$
|
332,624
|
|
|
$
|
314,620
|
|
|
December 31,
2017 |
|
December 31,
2016 |
||||
Land and land improvements
|
$
|
77,788
|
|
|
$
|
73,239
|
|
Buildings and building improvements
|
152,272
|
|
|
133,678
|
|
||
Timber
|
10,951
|
|
|
10,203
|
|
||
|
241,011
|
|
|
217,120
|
|
||
Less: Accumulated depreciation
|
71,752
|
|
|
67,349
|
|
||
Total operating property, net
|
$
|
169,259
|
|
|
$
|
149,771
|
|
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
||||||||
Investments:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
$
|
9,892
|
|
|
$
|
—
|
|
|
$
|
22
|
|
|
$
|
9,870
|
|
Corporate debt securities
|
67,781
|
|
|
411
|
|
|
1,817
|
|
|
66,375
|
|
||||
Preferred stock
|
35,955
|
|
|
423
|
|
|
1,355
|
|
|
35,023
|
|
||||
|
113,628
|
|
|
834
|
|
|
3,194
|
|
|
111,268
|
|
||||
Restricted investments:
|
|
|
|
|
|
|
|
||||||||
Short-term bond
|
4,264
|
|
|
—
|
|
|
13
|
|
|
4,251
|
|
||||
Money market fund
|
218
|
|
|
—
|
|
|
—
|
|
|
218
|
|
||||
|
4,482
|
|
|
—
|
|
|
13
|
|
|
4,469
|
|
||||
|
$
|
118,110
|
|
|
$
|
834
|
|
|
$
|
3,207
|
|
|
$
|
115,737
|
|
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
||||||||
Investments:
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
$
|
135,590
|
|
|
$
|
5,311
|
|
|
$
|
1,769
|
|
|
$
|
139,132
|
|
Preferred stock
|
36,048
|
|
|
656
|
|
|
111
|
|
|
36,593
|
|
||||
|
171,638
|
|
|
5,967
|
|
|
1,880
|
|
|
175,725
|
|
||||
Restricted investments:
|
|
|
|
|
|
|
|
||||||||
Short-term bond
|
4,232
|
|
|
—
|
|
|
6
|
|
|
4,226
|
|
||||
Money market fund
|
1,410
|
|
|
—
|
|
|
—
|
|
|
1,410
|
|
||||
|
5,642
|
|
|
—
|
|
|
6
|
|
|
5,636
|
|
||||
|
$
|
177,280
|
|
|
$
|
5,967
|
|
|
$
|
1,886
|
|
|
$
|
181,361
|
|
|
As of December 31, 2017
|
|
As of December 31, 2016
|
||||||||||||||||||||||||||||
|
Less Than 12 Months
|
|
12 Months or Greater
|
|
Less Than 12 Months
|
|
12 Months or Greater
|
||||||||||||||||||||||||
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
||||||||||||||||
Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. Treasury securities
|
$
|
9,870
|
|
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Corporate debt securities
|
15,515
|
|
|
691
|
|
|
29,595
|
|
|
1,126
|
|
|
64,516
|
|
|
1,410
|
|
|
6,971
|
|
|
359
|
|
||||||||
Preferred stock
|
11,263
|
|
|
1,337
|
|
|
1,986
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
153
|
|
|
111
|
|
||||||||
Restricted investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Short-term bond
|
—
|
|
|
—
|
|
|
4,251
|
|
|
13
|
|
|
4,226
|
|
|
6
|
|
|
—
|
|
|
—
|
|
||||||||
|
$
|
36,648
|
|
|
$
|
2,050
|
|
|
$
|
35,832
|
|
|
$
|
1,157
|
|
|
$
|
68,742
|
|
|
$
|
1,416
|
|
|
$
|
7,124
|
|
|
$
|
470
|
|
|
Amortized Cost
|
|
Fair Value
|
||||
Due in one year or less
|
$
|
11,892
|
|
|
$
|
11,852
|
|
Due after one year through five years
|
65,713
|
|
|
64,332
|
|
||
Due after five year through ten years
|
68
|
|
|
61
|
|
||
|
77,673
|
|
|
76,245
|
|
||
Preferred stock
|
35,955
|
|
|
35,023
|
|
||
Restricted investments
|
4,482
|
|
|
4,469
|
|
||
|
$
|
118,110
|
|
|
$
|
115,737
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Fair Value
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
10,505
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,505
|
|
Commercial paper
|
159,970
|
|
|
—
|
|
|
—
|
|
|
159,970
|
|
||||
|
170,475
|
|
|
—
|
|
|
—
|
|
|
170,475
|
|
||||
Investments:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
9,870
|
|
|
—
|
|
|
—
|
|
|
9,870
|
|
||||
Corporate debt securities
|
—
|
|
|
66,375
|
|
|
—
|
|
|
66,375
|
|
||||
Preferred stock
|
10,717
|
|
|
24,306
|
|
|
—
|
|
|
35,023
|
|
||||
|
20,587
|
|
|
90,681
|
|
|
—
|
|
|
111,268
|
|
||||
Restricted investments:
|
|
|
|
|
|
|
|
||||||||
Short-term bond
|
4,251
|
|
|
—
|
|
|
—
|
|
|
4,251
|
|
||||
Money market fund
|
218
|
|
|
—
|
|
|
—
|
|
|
218
|
|
||||
|
4,469
|
|
|
—
|
|
|
—
|
|
|
4,469
|
|
||||
|
$
|
195,531
|
|
|
$
|
90,681
|
|
|
$
|
—
|
|
|
$
|
286,212
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Fair Value
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
86,236
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
86,236
|
|
Commercial paper
|
129,671
|
|
|
—
|
|
|
—
|
|
|
129,671
|
|
||||
|
215,907
|
|
|
—
|
|
|
—
|
|
|
215,907
|
|
||||
Investments:
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
57,788
|
|
|
81,344
|
|
|
—
|
|
|
139,132
|
|
||||
Preferred stock
|
19,177
|
|
|
17,416
|
|
|
—
|
|
|
36,593
|
|
||||
|
76,965
|
|
|
98,760
|
|
|
—
|
|
|
175,725
|
|
||||
Restricted investments:
|
|
|
|
|
|
|
|
||||||||
Short-term bond
|
4,226
|
|
|
—
|
|
|
—
|
|
|
4,226
|
|
||||
Money market fund
|
1,410
|
|
|
—
|
|
|
—
|
|
|
1,410
|
|
||||
|
5,636
|
|
|
—
|
|
|
—
|
|
|
5,636
|
|
||||
|
$
|
298,508
|
|
|
$
|
98,760
|
|
|
$
|
—
|
|
|
$
|
397,268
|
|
•
|
The fair value of the Company’s retained interest investments is based on the present value of the expected future cash flows at the effective yield.
|
•
|
The fair value of the Investments held by SPE - time deposit is based on the present value of future cash flows at the current market rate.
|
•
|
The fair value of the Investments held by SPE - U.S. Treasury securities are measured based on quoted market prices in an active market.
|
•
|
The fair value of the senior notes held by SPE is based on the present value of future cash flows at the current market rate.
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||||||
|
Carrying
value
|
|
Fair value
|
|
Level
|
|
Carrying
value
|
|
Fair value
|
|
Level
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Retained interest investments
|
$
|
11,147
|
|
|
$
|
14,106
|
|
|
3
|
|
$
|
10,635
|
|
|
$
|
13,669
|
|
|
3
|
Investments held by SPEs:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Time deposit
|
$
|
200,000
|
|
|
$
|
200,000
|
|
|
3
|
|
$
|
200,000
|
|
|
$
|
200,000
|
|
|
3
|
U.S. Treasury securities and cash equivalents
|
$
|
7,989
|
|
|
$
|
7,797
|
|
|
1
|
|
$
|
8,590
|
|
|
$
|
8,398
|
|
|
1
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Senior Notes held by SPE
|
$
|
176,537
|
|
|
$
|
198,530
|
|
|
3
|
|
$
|
176,310
|
|
|
$
|
199,691
|
|
|
3
|
|
December 31,
2017 |
|
December 31,
2016 |
||||
Retained interest investments
|
$
|
11,147
|
|
|
$
|
10,635
|
|
Accounts receivable, net
|
8,460
|
|
|
4,625
|
|
||
Notes receivable
|
9,522
|
|
|
1,926
|
|
||
Prepaid expenses
|
6,625
|
|
|
5,685
|
|
||
Straight line rent
|
3,804
|
|
|
3,812
|
|
||
Other assets
|
4,637
|
|
|
8,789
|
|
||
Accrued interest receivable for Senior Notes held by SPE
|
2,938
|
|
|
2,938
|
|
||
Total other assets
|
$
|
47,133
|
|
|
$
|
38,410
|
|
|
December 31,
2017 |
|
December 31,
2016 |
||||
PCR Note, secured by certain assets, 10% interest rate, principal payments due beginning September 2018 per agreed upon schedule, and any remaining amount outstanding is due by December 2020, paid in full February 2018
|
$
|
5,000
|
|
|
$
|
—
|
|
Pier Park Community Development District notes, non-interest bearing, due September 2022
|
1,527
|
|
|
1,684
|
|
||
Interest bearing homebuilder note, secured by the real estate sold — 5.5% interest rate, principal payment of $0.1 million due November 2018 and any remaining amount outstanding is due by November 2019
|
1,060
|
|
|
—
|
|
||
Interest bearing homebuilder note, secured by the real estate sold — 5.5% interest rate, principal payment of $0.1 million due September 2018 and any remaining amount outstanding is due by September 2019
|
904
|
|
|
—
|
|
||
Interest bearing homebuilder note, secured by the real estate sold — 5.5% interest rate, principal payment of $0.1 million due June 2018 and any remaining amount outstanding is due by June 2019
|
857
|
|
|
—
|
|
||
Interest bearing homebuilder notes, secured by the real estate sold — 4.0% interest rate, due December 2016, paid January 2017
|
—
|
|
|
33
|
|
||
Various mortgage notes, secured by certain real estate, bearing interest at various rates
|
174
|
|
|
209
|
|
||
Total notes receivable
|
$
|
9,522
|
|
|
$
|
1,926
|
|
|
December 31,
2017 |
|
December 31,
2016 |
||||
Railroad and equipment
|
$
|
33,626
|
|
|
$
|
33,626
|
|
Furniture and fixtures
|
22,552
|
|
|
19,191
|
|
||
Machinery and equipment
|
9,468
|
|
|
8,998
|
|
||
Office equipment
|
5,322
|
|
|
5,154
|
|
||
Autos and trucks
|
1,012
|
|
|
1,075
|
|
||
|
71,980
|
|
|
68,044
|
|
||
Less: Accumulated depreciation
|
60,697
|
|
|
59,404
|
|
||
|
11,283
|
|
|
8,640
|
|
||
Construction in progress
|
493
|
|
|
352
|
|
||
Total property and equipment, net
|
$
|
11,776
|
|
|
$
|
8,992
|
|
|
Principal
|
|
Unamortized Discount and Debt Issuance Costs
|
|
Net
|
||||||
Refinanced Loan in the Pier Park North JV, due November 2025, bearing interest at 4.1%
|
$
|
47,295
|
|
|
$
|
512
|
|
|
$
|
46,783
|
|
Community Development District debt, secured by certain real estate or other collateral, due May 2031 — May 2039, bearing interest at 3.6% to 7.0%
|
7,241
|
|
|
—
|
|
|
7,241
|
|
|||
Construction Loan, due March 2027, bearing interest at LIBOR plus 1.7% (effective rate of
3.3%
at December 31, 2017)
|
1,624
|
|
|
18
|
|
|
1,606
|
|
|||
Total debt
|
$
|
56,160
|
|
|
$
|
530
|
|
|
$
|
55,630
|
|
|
Principal
|
|
Unamortized Discount and Debt Issuance Costs
|
|
Net
|
||||||
Refinanced Loan in the Pier Park North JV, due November 2025, bearing interest at 4.1%
|
$
|
48,132
|
|
|
$
|
613
|
|
|
$
|
47,519
|
|
Community Development District debt, secured by certain real estate or other collateral, due May 2031 — May 2039, bearing interest at 3.4% to 7.0%
|
7,521
|
|
|
—
|
|
|
7,521
|
|
|||
Total debt
|
$
|
55,653
|
|
|
$
|
613
|
|
|
$
|
55,040
|
|
|
December 31,
2017 |
||
2018
|
$
|
1,487
|
|
2019
|
1,533
|
|
|
2020
|
1,536
|
|
|
2021
|
1,517
|
|
|
2022
|
1,495
|
|
|
Thereafter
|
48,592
|
|
|
|
$
|
56,160
|
|
|
December 31,
2017 |
|
December 31,
2016 |
||||
Accounts payable
|
$
|
7,524
|
|
|
$
|
4,376
|
|
Accrued compensation
|
2,664
|
|
|
2,655
|
|
||
Deferred revenue
|
17,864
|
|
|
15,289
|
|
||
Membership deposits and initiation fees
|
9,704
|
|
|
7,384
|
|
||
Advance deposits
|
1,468
|
|
|
3,419
|
|
||
Other accrued liabilities
|
5,185
|
|
|
4,977
|
|
||
Accrued interest expense for Senior Notes held by SPE
|
2,850
|
|
|
2,850
|
|
||
Total other liabilities
|
$
|
47,259
|
|
|
$
|
40,950
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
7,418
|
|
|
$
|
(22,416
|
)
|
|
$
|
(1,377
|
)
|
State
|
48
|
|
|
(64
|
)
|
|
(138
|
)
|
|||
Total
|
7,466
|
|
|
(22,480
|
)
|
|
(1,515
|
)
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(23,512
|
)
|
|
29,796
|
|
|
2,261
|
|
|||
State
|
(1,835
|
)
|
|
(169
|
)
|
|
62
|
|
|||
Total
|
(25,347
|
)
|
|
29,627
|
|
|
2,323
|
|
|||
Income tax (benefit) expense
|
$
|
(17,881
|
)
|
|
$
|
7,147
|
|
|
$
|
808
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Income tax (benefit) expense
|
$
|
(17,881
|
)
|
|
$
|
7,147
|
|
|
$
|
808
|
|
Income tax recorded in accumulated other comprehensive (loss) income
|
|
|
|
|
|
||||||
Income tax (benefit) expense
|
(2,488
|
)
|
|
2,003
|
|
|
(300
|
)
|
|||
Total income tax (benefit) expense
|
$
|
(20,369
|
)
|
|
$
|
9,150
|
|
|
$
|
508
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Tax at the statutory federal rate
|
$
|
14,594
|
|
|
$
|
8,065
|
|
|
$
|
(323
|
)
|
State income taxes (net of federal benefit)
|
1,340
|
|
|
806
|
|
|
(32
|
)
|
|||
Decrease in valuation allowance, net
|
(142
|
)
|
|
(941
|
)
|
|
(164
|
)
|
|||
Fees and expenses for SEC investigation
|
—
|
|
|
—
|
|
|
1,092
|
|
|||
Change in statutory federal rate to 21%
|
(33,542
|
)
|
|
—
|
|
|
—
|
|
|||
Dividend received deduction
|
(530
|
)
|
|
(40
|
)
|
|
—
|
|
|||
Other
|
399
|
|
|
(743
|
)
|
|
235
|
|
|||
Total income tax (benefit) expense
|
$
|
(17,881
|
)
|
|
$
|
7,147
|
|
|
$
|
808
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
||||
Deferred tax assets:
|
|
|
|
||||
State net operating loss carryforwards
|
$
|
17,237
|
|
|
$
|
14,956
|
|
Alternative minimum tax credit carryforward
|
—
|
|
|
13,477
|
|
||
Impairment losses
|
41,837
|
|
|
63,108
|
|
||
Prepaid income from land sales
|
3,734
|
|
|
5,461
|
|
||
Other
|
322
|
|
|
—
|
|
||
Total gross deferred tax assets
|
63,130
|
|
|
97,002
|
|
||
Valuation allowance
|
(4,993
|
)
|
|
(5,135
|
)
|
||
Total net deferred tax assets
|
58,137
|
|
|
91,867
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Investment in real estate and property and equipment basis differences
|
525
|
|
|
647
|
|
||
Deferred gain on land sales and involuntary conversions
|
19,671
|
|
|
28,920
|
|
||
Installment sales
|
85,769
|
|
|
127,260
|
|
||
Pension Plan assets transferred to the 401(k) Plan
|
1,155
|
|
|
2,170
|
|
||
Other
|
—
|
|
|
1,716
|
|
||
Total gross deferred tax liabilities
|
107,120
|
|
|
160,713
|
|
||
Net deferred tax liabilities
|
$
|
(48,983
|
)
|
|
$
|
(68,846
|
)
|
|
Unrealized Gain and (Loss) on Available-for-Sale Securities
|
||
Accumulated other comprehensive loss at December 31, 2015
|
$
|
(686
|
)
|
Other comprehensive income before reclassifications
|
3,685
|
|
|
Amounts reclassified from accumulated other comprehensive income
|
(492
|
)
|
|
Other comprehensive income
|
3,193
|
|
|
Accumulated other comprehensive income at December 31, 2016
|
2,507
|
|
|
Other comprehensive income before reclassifications
|
1,235
|
|
|
Amounts reclassified from accumulated other comprehensive loss
|
(5,203
|
)
|
|
Other comprehensive loss
|
(3,968
|
)
|
|
Accumulated other comprehensive loss at December 31, 2017
|
$
|
(1,461
|
)
|
|
|
Year Ended December 31, 2017
|
||||||||||
|
|
Before-Tax Amount
|
|
Tax (Expense) or Benefit
|
|
Net-of-Tax Amount
|
||||||
Unrealized gain (loss) on investments and restricted investments:
|
|
|
|
|
|
|
||||||
Unrealized gain on available-for-sale investments
|
|
$
|
2,015
|
|
|
$
|
(774
|
)
|
|
$
|
1,241
|
|
Unrealized loss on restricted investments
|
|
(9
|
)
|
|
3
|
|
|
(6
|
)
|
|||
Reclassification adjustment for net gain included in earnings
|
|
(10,750
|
)
|
|
4,139
|
|
|
(6,611
|
)
|
|||
Reclassification adjustment for other-than-temporary impairment loss included in earnings
|
|
2,288
|
|
|
(880
|
)
|
|
1,408
|
|
|||
Net unrealized loss
|
|
(6,456
|
)
|
|
2,488
|
|
|
(3,968
|
)
|
|||
Other comprehensive loss
|
|
$
|
(6,456
|
)
|
|
$
|
2,488
|
|
|
$
|
(3,968
|
)
|
|
|
Year Ended December 31, 2016
|
||||||||||
|
|
Before-Tax Amount
|
|
Tax (Expense) or Benefit
|
|
Net-of-Tax Amount
|
||||||
Unrealized gain (loss) on investments and restricted investments:
|
|
|
|
|
|
|
||||||
Unrealized gain on available-for-sale investments
|
|
$
|
5,997
|
|
|
$
|
(2,308
|
)
|
|
$
|
3,689
|
|
Unrealized loss on restricted investments
|
|
(6
|
)
|
|
2
|
|
|
(4
|
)
|
|||
Reclassification adjustment for net gain included in earnings
|
|
(795
|
)
|
|
303
|
|
|
(492
|
)
|
|||
Net unrealized gain
|
|
5,196
|
|
|
(2,003
|
)
|
|
3,193
|
|
|||
Other comprehensive income
|
|
$
|
5,196
|
|
|
$
|
(2,003
|
)
|
|
$
|
3,193
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Stock compensation expense before tax benefit
|
$
|
76
|
|
|
$
|
131
|
|
|
$
|
150
|
|
Income tax benefit
|
(22
|
)
|
|
(50
|
)
|
|
(58
|
)
|
|||
|
$
|
54
|
|
|
$
|
81
|
|
|
$
|
92
|
|
|
|
|
|
|
|
|
Number of Shares
|
|
Weighted Average
Exercise Price
|
|
Weighted Average
Remaining
Contractual Life
(Years)
|
|
Aggregate
Intrinsic Value
($000)
|
|||||
Balance at December 31, 2016
|
45,405
|
|
|
$
|
54.05
|
|
|
0.1
|
|
|
—
|
|
Forfeited or expired
|
45,405
|
|
|
54.05
|
|
|
—
|
|
|
—
|
|
|
Balance at December 31, 2017
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
Vested or expected to vest at December 31, 2017
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
Exercisable at December 31, 2017
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Investment income, net
|
|
|
|
|
|
|
||||||
Net investment income from available-for-sale securities
|
|
|
|
|
|
|
||||||
Interest and dividend income
|
|
$
|
16,380
|
|
|
$
|
6,602
|
|
|
$
|
6,940
|
|
Accretion income
|
|
1,983
|
|
|
1,829
|
|
|
1,526
|
|
|||
Net realized gain on the sale of investments
|
|
10,750
|
|
|
795
|
|
|
5,311
|
|
|||
Other-than-temporary impairment loss
|
|
(2,288
|
)
|
|
—
|
|
|
—
|
|
|||
Total net investment income from available-for-sale securities
|
|
26,825
|
|
|
9,226
|
|
|
13,777
|
|
|||
Interest income from investments in SPEs
|
|
8,201
|
|
|
8,202
|
|
|
8,217
|
|
|||
Interest accrued on notes receivable and other interest
|
|
384
|
|
|
348
|
|
|
694
|
|
|||
Total investment income, net
|
|
35,410
|
|
|
17,776
|
|
|
22,688
|
|
|||
Interest expense
|
|
|
|
|
|
|
||||||
Interest expense and amortization of discount and issuance costs for Senior Notes issued by SPE
|
|
(8,777
|
)
|
|
(8,833
|
)
|
|
(8,755
|
)
|
|||
Other interest expense
|
|
(3,368
|
)
|
|
(3,462
|
)
|
|
(2,674
|
)
|
|||
Total interest expense
|
|
(12,145
|
)
|
|
(12,295
|
)
|
|
(11,429
|
)
|
|||
Claim settlement
|
|
—
|
|
|
12,548
|
|
|
—
|
|
|||
Sale of vacation rental management, net
|
|
9,800
|
|
|
—
|
|
|
—
|
|
|||
Other income (expense), net
|
|
|
|
|
|
|
||||||
Accretion income from retained interest investments
|
|
1,100
|
|
|
991
|
|
|
913
|
|
|||
Hunting lease income
|
|
569
|
|
|
553
|
|
|
562
|
|
|||
Miscellaneous income (expense), net
|
|
4,286
|
|
|
1,078
|
|
|
(7,762
|
)
|
|||
Other income (expense), net
|
|
5,955
|
|
|
2,622
|
|
|
(6,287
|
)
|
|||
Total other income, net
|
|
$
|
39,020
|
|
|
$
|
20,651
|
|
|
$
|
4,972
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
OPERATING REVENUE:
|
|
|
|
|
|
||||||
Residential real estate
|
$
|
21,747
|
|
|
$
|
19,483
|
|
|
$
|
21,137
|
|
Resorts and leisure
|
54,820
|
|
|
57,284
|
|
|
54,488
|
|
|||
Commercial leasing and sales
|
14,510
|
|
|
11,929
|
|
|
16,138
|
|
|||
Forestry revenue
|
7,201
|
|
|
6,673
|
|
|
12,042
|
|
|||
Other
|
518
|
|
|
375
|
|
|
66
|
|
|||
Consolidated operating revenue
|
$
|
98,796
|
|
|
$
|
95,744
|
|
|
$
|
103,871
|
|
|
|
|
|
|
|
||||||
COST OF REVENUE:
|
|
|
|
|
|
||||||
Cost of residential real estate revenue
|
$
|
12,455
|
|
|
$
|
6,383
|
|
|
$
|
10,853
|
|
Cost of resorts and leisure revenue
|
47,816
|
|
|
50,229
|
|
|
47,069
|
|
|||
Cost of commercial leasing and sales revenue
|
5,979
|
|
|
4,431
|
|
|
7,766
|
|
|||
Cost of forestry revenue
|
903
|
|
|
1,121
|
|
|
1,402
|
|
|||
Cost of other revenue
|
41
|
|
|
30
|
|
|
4
|
|
|||
Consolidated cost of revenue
|
$
|
67,194
|
|
|
$
|
62,194
|
|
|
$
|
67,094
|
|
|
|
|
|
|
|
||||||
OTHER OPERATING AND CORPORATE EXPENSES:
|
|
|
|
|
|
||||||
Residential real estate
|
$
|
4,297
|
|
|
$
|
5,744
|
|
|
$
|
10,215
|
|
Resorts and leisure
|
494
|
|
|
547
|
|
|
426
|
|
|||
Commercial leasing and sales
|
3,444
|
|
|
3,492
|
|
|
3,031
|
|
|||
Forestry revenue
|
396
|
|
|
530
|
|
|
941
|
|
|||
Other
|
11,751
|
|
|
12,706
|
|
|
18,813
|
|
|||
Consolidated other operating and corporate expenses
|
$
|
20,382
|
|
|
$
|
23,019
|
|
|
$
|
33,426
|
|
|
|
|
|
|
|
||||||
DEPRECIATION, DEPLETION AND AMORTIZATION:
|
|
|
|
|
|
||||||
Residential real estate
|
$
|
187
|
|
|
$
|
286
|
|
|
$
|
544
|
|
Resorts and leisure
|
4,225
|
|
|
4,402
|
|
|
5,096
|
|
|||
Commercial leasing and sales
|
3,729
|
|
|
3,137
|
|
|
3,118
|
|
|||
Forestry
|
575
|
|
|
552
|
|
|
581
|
|
|||
Other
|
169
|
|
|
194
|
|
|
147
|
|
|||
Consolidated depreciation, depletion and amortization
|
$
|
8,885
|
|
|
$
|
8,571
|
|
|
$
|
9,486
|
|
|
|
|
|
|
|
||||||
INVESTMENT INCOME, NET
|
|
|
|
|
|
||||||
Residential real estate and other
|
$
|
89
|
|
|
$
|
97
|
|
|
$
|
571
|
|
Corporate
(a)
|
35,321
|
|
|
17,679
|
|
|
22,117
|
|
|||
Consolidated investment income, net
|
$
|
35,410
|
|
|
$
|
17,776
|
|
|
$
|
22,688
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
INTEREST EXPENSE
|
|
|
|
|
|
||||||
Residential real estate
|
$
|
(1,164
|
)
|
|
$
|
(1,284
|
)
|
|
$
|
(1,174
|
)
|
Commercial leasing and sales
|
(2,200
|
)
|
|
(2,169
|
)
|
|
(1,489
|
)
|
|||
Corporate
(b)
|
(8,781
|
)
|
|
(8,842
|
)
|
|
(8,766
|
)
|
|||
Consolidated interest expense
|
$
|
(12,145
|
)
|
|
$
|
(12,295
|
)
|
|
$
|
(11,429
|
)
|
|
|
|
|
|
|
||||||
SALE OF VACATION RENTAL MANAGEMENT, NET
|
|
|
|
|
|
||||||
Resorts and leisure
(c)
|
$
|
9,800
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Consolidated sale of vacation rental management, net
|
$
|
9,800
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
INCOME (LOSS) BEFORE INCOME TAXES:
|
|
|
|
|
|
||||||
Residential real estate
|
$
|
3,903
|
|
|
$
|
5,887
|
|
|
$
|
(821
|
)
|
Resorts and leisure
(c)
|
12,444
|
|
|
2,087
|
|
|
1,819
|
|
|||
Commercial leasing and sales
|
(836
|
)
|
|
(1,233
|
)
|
|
802
|
|
|||
Forestry
|
6,586
|
|
|
5,609
|
|
|
10,259
|
|
|||
Corporate
(a)(b)
|
19,258
|
|
|
10,261
|
|
|
(13,222
|
)
|
|||
Consolidated income (loss) before income taxes
|
$
|
41,355
|
|
|
$
|
22,611
|
|
|
$
|
(1,163
|
)
|
|
2017
|
|
2016
|
|
2015
|
||||||
CAPITAL EXPENDITURES:
|
|
|
|
|
|
||||||
Residential real estate
|
$
|
8,407
|
|
|
$
|
3,319
|
|
|
$
|
4,923
|
|
Resorts and leisure
|
4,918
|
|
|
1,287
|
|
|
2,526
|
|
|||
Commercial leasing and sales
|
25,248
|
|
|
6,836
|
|
|
8,014
|
|
|||
Forestry
|
1,100
|
|
|
1,095
|
|
|
1,366
|
|
|||
Other
|
207
|
|
|
321
|
|
|
636
|
|
|||
Total capital expenditures
|
$
|
39,880
|
|
|
$
|
12,858
|
|
|
$
|
17,465
|
|
|
December 31,
2017 |
|
December 31, 2016
|
||||
TOTAL ASSETS:
|
|
|
|
||||
Residential real estate
|
$
|
117,732
|
|
|
$
|
112,220
|
|
Resorts and leisure
|
83,151
|
|
|
73,436
|
|
||
Commercial leasing and sales
|
163,271
|
|
|
141,013
|
|
||
Forestry
|
20,212
|
|
|
20,664
|
|
||
Other
|
536,627
|
|
|
680,612
|
|
||
Total assets
|
$
|
920,993
|
|
|
$
|
1,027,945
|
|
(a)
|
Includes interest income from investments in SPEs of $8.2 million in each 2017, 2016 and 2015.
|
(b)
|
Includes interest expense from Senior Notes issued by SPE of $8.8 million in each 2017, 2016 and 2015.
|
(c)
|
Includes proceeds of $9.9 million, which resulted in a net gain of $9.8 million from the PCR Rentals sale in 2017. See Note 7.
Sale of Vacation Rental Management
.
|
|
Quarters Ended
|
||||||||||||||
|
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
||||||||
2017
|
|
|
|
|
|
|
|
||||||||
Operating revenue
|
$
|
21,562
|
|
|
$
|
33,654
|
|
|
$
|
30,383
|
|
|
$
|
13,197
|
|
Operating (loss) income
|
$
|
(1,884
|
)
|
|
$
|
4,453
|
|
|
$
|
4,663
|
|
|
$
|
(4,897
|
)
|
Net income attributable to the Company
|
$
|
38,503
|
|
|
$
|
5,943
|
|
|
$
|
10,764
|
|
|
$
|
4,368
|
|
Basic and diluted income per share attributable to the Company
(1)
|
$
|
0.58
|
|
|
$
|
0.08
|
|
|
$
|
0.15
|
|
|
$
|
0.06
|
|
2016
|
|
|
|
|
|
|
|
||||||||
Operating revenue
|
$
|
18,747
|
|
|
$
|
27,192
|
|
|
$
|
29,551
|
|
|
$
|
20,254
|
|
Operating (loss) income
|
$
|
(881
|
)
|
|
$
|
1,595
|
|
|
$
|
2,143
|
|
|
$
|
(897
|
)
|
Net income attributable to the Company
|
$
|
2,709
|
|
|
$
|
2,711
|
|
|
$
|
1,810
|
|
|
$
|
8,665
|
|
Basic and diluted income per share attributable to the Company
(1)
|
$
|
0.04
|
|
|
$
|
0.04
|
|
|
$
|
0.02
|
|
|
$
|
0.11
|
|
(1)
|
Quarterly and year-to-date computations of per share amounts are made independently. Therefore, the sum of per share amounts for the quarters may not be consistent with the per share amounts for the year.
|
|
|
|
|
Initial Cost to Company
(1)
|
|
|
|
Gross Amount at December 31, 2017
|
|
|
|
|
|
|
||||||||||||||||||||||
Description
|
|
Encumbrances
|
|
Land & Improvements
|
|
Buildings &
Improvements |
|
Costs
Capitalized Subsequent to Acquisition or Construction (2) |
|
Land & Land
Improvements |
|
Buildings and
Improvements |
|
Total
|
|
Accumulated
Depreciation |
|
Date of Construction or Acquisition
|
|
Depreciation Life (In Years)
|
||||||||||||||||
Residential developments
|
|
$
|
1,928
|
|
|
$
|
48,430
|
|
|
$
|
10,954
|
|
|
$
|
48,239
|
|
|
$
|
106,163
|
|
|
$
|
1,460
|
|
|
$
|
107,623
|
|
|
$
|
1,952
|
|
|
through 2017
|
|
5-25
|
Resorts and leisure
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
WaterColor Inn
|
|
—
|
|
|
1,137
|
|
|
13,689
|
|
|
6,413
|
|
|
1,794
|
|
|
19,445
|
|
|
21,239
|
|
|
8,865
|
|
|
2002, 2013
|
|
10 - 40
|
||||||||
Clubs and golf courses
|
|
—
|
|
|
39,147
|
|
|
20,748
|
|
|
(1,083
|
)
|
|
38,889
|
|
|
19,923
|
|
|
58,812
|
|
|
26,026
|
|
|
2001 - 2007
|
|
10 - 25
|
||||||||
Marinas
|
|
—
|
|
|
5,765
|
|
|
9,520
|
|
|
1,165
|
|
|
6,786
|
|
|
9,664
|
|
|
16,450
|
|
|
4,669
|
|
|
2006 - 2007
|
|
10 - 25
|
||||||||
Other
|
|
—
|
|
|
1,100
|
|
|
10,057
|
|
|
89
|
|
|
1,100
|
|
|
10,146
|
|
|
11,246
|
|
|
3,933
|
|
|
2008 - 2009
|
|
10 - 30
|
||||||||
Commercial leasing and sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Leasing properties:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Pier Park North
|
|
46,783
|
|
|
13,711
|
|
|
35,243
|
|
|
2,312
|
|
|
13,711
|
|
|
37,555
|
|
|
51,266
|
|
|
5,930
|
|
|
2014 - 2017
|
|
15 - 39
|
||||||||
Town centers
|
|
—
|
|
|
713
|
|
|
21,887
|
|
|
(2,141
|
)
|
|
784
|
|
|
19,675
|
|
|
20,459
|
|
|
14,873
|
|
|
2001 - 2008
|
|
10 - 25
|
||||||||
VentureCrossings
|
|
—
|
|
|
5,791
|
|
|
24,490
|
|
|
(3,730
|
)
|
|
2,611
|
|
|
23,940
|
|
|
26,551
|
|
|
2,537
|
|
|
2012, 2017
|
|
10 - 39
|
||||||||
Other
|
|
1,606
|
|
|
3,304
|
|
|
8,579
|
|
|
721
|
|
|
4,025
|
|
|
8,579
|
|
|
12,604
|
|
|
870
|
|
|
through 2017
|
|
10 - 39
|
||||||||
Commercial developments
|
|
5,313
|
|
|
35,068
|
|
|
—
|
|
|
18,439
|
|
|
53,507
|
|
|
—
|
|
|
53,507
|
|
|
59
|
|
|
through 2017
|
|
5
|
||||||||
Timberlands
|
|
—
|
|
|
6,694
|
|
|
1,886
|
|
|
10,930
|
|
|
17,625
|
|
|
1,885
|
|
|
19,510
|
|
|
2,010
|
|
|
n/a
|
|
5-30
|
||||||||
Unimproved land
|
|
—
|
|
|
85
|
|
|
—
|
|
|
5,024
|
|
|
5,109
|
|
|
—
|
|
|
5,109
|
|
|
28
|
|
|
n/a
|
|
15-20
|
||||||||
Total
|
|
$
|
55,630
|
|
|
$
|
160,945
|
|
|
$
|
157,053
|
|
|
$
|
86,378
|
|
|
$
|
252,104
|
|
|
$
|
152,272
|
|
|
$
|
404,376
|
|
|
$
|
71,752
|
|
|
|
|
|
(1)
|
Includes initial costs to the Company to place the assets in service.
|
(2)
|
Includes cumulative impairments.
|
(A)
|
The aggregate cost of real estate owned at December 31, 2017 for federal income tax purposes is approximately $431.7 million.
|
(B)
|
Reconciliation of real estate owned (in thousands of dollars):
|
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at beginning of the year
|
$
|
381,969
|
|
|
$
|
377,668
|
|
|
$
|
379,944
|
|
Amounts capitalized
|
39,261
|
|
|
13,875
|
|
|
13,372
|
|
|||
Impairments
|
(714
|
)
|
|
(357
|
)
|
|
—
|
|
|||
Cost of real estate sold
|
(14,274
|
)
|
|
(6,489
|
)
|
|
(14,584
|
)
|
|||
Amounts retired or adjusted
|
(1,866
|
)
|
|
(2,728
|
)
|
|
(1,064
|
)
|
|||
Balance at the end of the year
|
$
|
404,376
|
|
|
$
|
381,969
|
|
|
$
|
377,668
|
|
|
|
|
|
|
|
(C)
|
Reconciliation of accumulated depreciation (in thousands of dollars):
|
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at beginning of the year
|
$
|
67,349
|
|
|
$
|
64,069
|
|
|
$
|
58,132
|
|
Depreciation expense
|
6,245
|
|
|
6,002
|
|
|
6,204
|
|
|||
Amounts retired or adjusted
|
(1,842
|
)
|
|
(2,722
|
)
|
|
(267
|
)
|
|||
Balance at the end of the year
|
$
|
71,752
|
|
|
$
|
67,349
|
|
|
$
|
64,069
|
|
|
|
|
|
|
|
Description
|
|
Interest Rate
|
|
Final Maturity Date
|
|
Periodic Payment Terms
|
|
Prior Liens
|
|
Carrying Amount of Mortgages
|
|
Principal Amount of Loans Subject to Delinquent Principal or Interest
|
||
Seller financing
|
|
5.5%
|
|
November 2019
|
|
P&I
(a)
|
|
—
|
|
$
|
1,060
|
|
|
—
|
Seller financing
|
|
5.5%
|
|
September 2019
|
|
P&I
(a)
|
|
—
|
|
904
|
|
|
—
|
|
Seller financing
|
|
5.5%
|
|
June 2019
|
|
P&I
(a)
|
|
—
|
|
857
|
|
|
—
|
|
Various other seller financing
|
|
4.80% to 8.15%
|
|
October 2022 through November 2023
|
|
P&I
(b)
|
|
—
|
|
174
|
|
|
—
|
|
Total
(c)
|
|
|
|
|
|
|
|
|
|
$
|
2,995
|
|
|
|
(a)
|
Annual principal payment of $0.1 million due and interest is paid quarterly over a twenty year amortization schedule. On the maturity date, all outstanding principal, all accrued interest and any other customary charges shall be due and payable in full.
|
(b)
|
Principal and interest is paid monthly.
|
(c)
|
The aggregate cost for federal income tax purposes approximates the amount of unpaid principal.
|
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at beginning of the year
|
$
|
242
|
|
|
$
|
570
|
|
|
$
|
22,122
|
|
Additions during the year - new mortgage loans
|
2,821
|
|
|
—
|
|
|
—
|
|
|||
Deductions during the year:
|
|
|
|
|
|
||||||
Collections of principal
|
68
|
|
|
328
|
|
|
21,552
|
|
|||
Foreclosures
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance at the end of the year
|
$
|
2,995
|
|
|
$
|
242
|
|
|
$
|
570
|
|
|
|
|
|
|
|
1 Year St Joe Chart |
1 Month St Joe Chart |
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