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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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32413
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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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þ
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Accelerated filer
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¨
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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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Page No.
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•
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Explore opportunities to capitalize on the growing retirement demographic.
We believe that there is a growing retirement demographic that our development experience and the location, size and contiguous nature of our Florida land holdings provide us with strategic opportunities in this market place. Consequently, we plan to continue the planning necessary to develop mixed-use and active adult community or communities, which we are exploring launching in the next 18 to 24 months. In 2013, we commenced the process to update and expand the previously approved West Bay Sector Plan, to establish a long-term land use master plan, to accommodate among other things, the concept of mixed-use and active adult community or communities.
|
•
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Expand our vacation rental programs.
On January 1, 2014, we launched St. Joe Club & Resorts, a private membership club that provides members access to a diverse offering of benefits and privileges at Shark's Tooth Golf Club, WaterSound Beach Club and Camp Creek Golf Club in addition to other St. Joe owned and operated facilities. As part of St. Joe Club & Resorts, we are expanding our vacation rental management services. Traditionally, we have only managed luxury homes in the WaterColor and WaterSound Beach communities, but now we are also offering luxury vacation home management services to homeowners in surrounding communities.
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•
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Develop new commercial and industrial uses for our land portfolio.
We intend to continue exploring new commercial and industrial uses for our land portfolio that we believe will be accretive in value to our shareholders. The substantial majority of our land is strategically located within 15 miles of the coast of the Gulf of Mexico and adjacent to major roads or the Northwest Florida Beaches International Airport. As such, we believe we are uniquely positioned to develop, alone and in conjunction with strategic partners, our land for commercial and industrial use. As part of this strategy, we will continue to seek opportunities to develop and exploit the following projects, as well as others that may evolve.
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◦
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Port of St. Joe.
We believe the Port of St. Joe can benefit from the expected long-term economic growth in the Southeastern United States and increased traffic from the widening of the Panama Canal. We believe the Port of St. Joe is well positioned for bulk cargo shipments, offering access to rail, the U.S. Gulf Intracoastal Waterway and state and U.S. highways. However, prior to being able to commence any shipping activities, the Port of St. Joe’s shipping channel must first be dredged up to the federally authorized depth of 35 to 37 feet, which is dependent on regulatory approval and funding and may span multiple years. Additional regulatory approvals may have to be obtained and other infrastructure improvements may have to be made to the Port of St. Joe, which may span multiple years.
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◦
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AN Railway Rail and Right-of-Way.
We own the rail and right-of-way for a short line freight railroad operated by AN Railway, LLC that begins at the Port of St. Joe and connects with CSX Transportation in
Chattahoochee, Florida. AN Railway has received a commitment for the issuance of a grant of $3.75 million from the Florida Department of Transportation to rehabilitate the rail and certain structures over the Apalachicola River to accommodate freight trains to and from Port St. Joe. We believe that these improvements to the rail infrastructure will help the Port St. Joe and encourage new port-related industrial and commercial business.
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◦
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VentureCrossings.
We plan to continue to seek opportunities to increase interest for VentureCrossings, our West Bay industrial and commercial development, which can support up to 5.9 million of leasable square feet. In 2012, Exelis Inc. moved into our 105,000 square foot building in VentureCrossings, which includes 70,000 square feet of manufacturing space and 30,000 square feet of office space. We built and own the building, and lease the facility to Exelis Inc. under a long-term lease.
|
•
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We are developing leasable properties in or near our assets.
For example, we are currently developing a 330,000 square foot retail lifestyle center in Panama City Beach with Casto, our joint venture partner and one of the country’s leading developers of neighborhood and community retail centers. In addition, our resorts, leisure and leasing operations provide a profitable stream of recurring lease revenue to us and encourage development of our other residential and commercial ventures.
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•
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Explore partnerships 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 capital requirements.
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•
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Continue efficient operations.
We expect to continue a cost and investment discipline to ensure bottom line performance in all environments.
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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, 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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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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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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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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||||
2013
|
|
|
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||||
Fourth Quarter
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$
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20.99
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|
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$
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17.46
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Third Quarter
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$
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23.24
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$
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19.31
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Second Quarter
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$
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21.41
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|
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$
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18.98
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First Quarter
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$
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24.38
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$
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20.17
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2012
|
|
|
|
||||
Fourth Quarter
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$
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23.08
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|
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$
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19.09
|
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Third Quarter
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$
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22.35
|
|
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$
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15.55
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Second Quarter
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$
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18.53
|
|
|
$
|
14.40
|
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First Quarter
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$
|
20.03
|
|
|
$
|
14.50
|
|
|
12/31/2008
|
|
12/31/2009
|
|
12/31/2010
|
|
12/31/2011
|
|
12/31/2012
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|
12/31/2013
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||||||||||||
The St. Joe Company
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$
|
100
|
|
|
$
|
118.79
|
|
|
$
|
89.84
|
|
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$
|
60.28
|
|
|
$
|
94.90
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|
|
$
|
78.91
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|
Russell 3000 Index
|
$
|
100
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|
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$
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128.34
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|
|
$
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150.07
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|
|
$
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151.61
|
|
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$
|
176.49
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|
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$
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235.71
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|
Custom Real Estate Peer Group*
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$
|
100
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$
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97.03
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|
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$
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91.94
|
|
|
$
|
73.77
|
|
|
$
|
110.38
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|
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$
|
167.66
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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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Plan Category
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Number of Securities to be
Issued Upon Exercise of
Outstanding Options,
Warrants and Rights
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Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights
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Number of Securities Remaining
Available for Future Issuance
Under Equity Compensation
Plans (Excluding Securities
Reflected in column (a))
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||||
Equity compensation plans approved by security holders
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99,775
|
|
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$
|
54.15
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1,448,869
|
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Equity compensation plans not approved by security holders
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
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99,775
|
|
|
$
|
54.15
|
|
|
1,448,869
|
|
|
|
|
|
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Year Ended December 31,
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||||||||||||||||||
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2013
|
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2012
|
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2011
|
|
2010
|
|
2009
|
||||||||||
|
In thousands, except per share amounts
|
||||||||||||||||||
Statement of Operations Data:
|
|
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|
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|
|
||||||||||
Total revenues
(1)
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$
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131,256
|
|
|
$
|
139,396
|
|
|
$
|
145,285
|
|
|
$
|
99,540
|
|
|
$
|
138,257
|
|
Total expenses
|
130,479
|
|
|
137,262
|
|
|
532,092
|
|
|
151,094
|
|
|
347,612
|
|
|||||
Operating income (loss)
|
777
|
|
|
2,134
|
|
|
(386,807
|
)
|
|
(51,554
|
)
|
|
(209,355
|
)
|
|||||
Other (expense) income
|
3,668
|
|
|
4,289
|
|
|
934
|
|
|
(3,892
|
)
|
|
4,215
|
|
|||||
Income (loss) from continuing operations before equity in income (loss) from unconsolidated affiliates and income taxes
|
4,445
|
|
|
6,423
|
|
|
(385,873
|
)
|
|
(55,446
|
)
|
|
(205,140
|
)
|
|||||
Equity in income (loss) from unconsolidated affiliates
|
112
|
|
|
(46
|
)
|
|
(93
|
)
|
|
(4,308
|
)
|
|
(122
|
)
|
|||||
Income tax benefit (expense)
|
409
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|
|
(387
|
)
|
|
55,658
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|
|
23,849
|
|
|
81,227
|
|
|||||
Income (loss) from continuing operations
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4,966
|
|
|
5,990
|
|
|
(330,308
|
)
|
|
(35,905
|
)
|
|
(124,035
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)
|
|||||
Loss from discontinued operations
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,888
|
)
|
|||||
Gain on sale of discontinued operations
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75
|
|
|||||
Loss from discontinued operations
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,813
|
)
|
|||||
Net income (loss)
|
4,966
|
|
|
5,990
|
|
|
(330,308
|
)
|
|
(35,905
|
)
|
|
(130,848
|
)
|
|||||
Net loss income attributable to non-controlling interest
|
24
|
|
|
22
|
|
|
29
|
|
|
41
|
|
|
821
|
|
|||||
Net income (loss) attributable to the Company
|
$
|
4,990
|
|
|
$
|
6,012
|
|
|
$
|
(330,279
|
)
|
|
$
|
(35,864
|
)
|
|
$
|
(130,027
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Per Share Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and Diluted
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) from continuing operations attributable to the Company
|
$
|
0.05
|
|
|
$
|
0.07
|
|
|
$
|
(3.58
|
)
|
|
$
|
(0.39
|
)
|
|
$
|
(1.35
|
)
|
Loss from discontinued operations attributable to the Company
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.07
|
)
|
|||||
Net income (loss) attributable to the Company
|
$
|
0.05
|
|
|
$
|
0.07
|
|
|
$
|
(3.58
|
)
|
|
$
|
(0.39
|
)
|
|
$
|
(1.42
|
)
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
In thousands
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment in real estate
|
$
|
385,009
|
|
|
$
|
370,647
|
|
|
$
|
387,202
|
|
|
$
|
755,392
|
|
|
$
|
767,006
|
|
Cash and cash equivalents
|
$
|
21,894
|
|
|
$
|
165,980
|
|
|
$
|
162,391
|
|
|
$
|
183,827
|
|
|
$
|
163,807
|
|
Investments
|
$
|
146,972
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Property and equipment, net
|
$
|
11,410
|
|
|
$
|
12,149
|
|
|
$
|
14,946
|
|
|
$
|
13,014
|
|
|
$
|
15,269
|
|
Total assets
|
$
|
669,472
|
|
|
$
|
645,521
|
|
|
$
|
661,291
|
|
|
$
|
1,051,695
|
|
|
$
|
1,116,944
|
|
Long-term debt
|
$
|
6,445
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total debt
|
$
|
44,217
|
|
|
$
|
36,062
|
|
|
$
|
53,458
|
|
|
$
|
54,651
|
|
|
$
|
57,014
|
|
Total equity
|
$
|
563,525
|
|
|
$
|
552,334
|
|
|
$
|
543,892
|
|
|
$
|
872,437
|
|
|
$
|
896,320
|
|
(1)
|
Total revenues include real estate revenues from real estate sales, timber sales and resort, leisure and leasing revenues.
|
(2)
|
Discontinued operations include the Victoria Hills Golf Club and St. Johns Golf and Country Club golf course operations in 2009.
|
|
2013
|
|
2012
|
|
2011
|
|||
Segment Operating Revenues
|
|
|
|
|
|
|||
Residential real estate
|
25.7
|
%
|
|
15.9
|
%
|
|
8.7
|
%
|
Commercial real estate
|
8.3
|
%
|
|
7.5
|
%
|
|
2.6
|
%
|
Rural land
|
0.1
|
%
|
|
16.8
|
%
|
|
2.4
|
%
|
Resorts, leisure and leasing operations
|
38.7
|
%
|
|
31.8
|
%
|
|
26.3
|
%
|
Forestry
|
27.0
|
%
|
|
28.0
|
%
|
|
59.7
|
%
|
Other
|
0.2
|
%
|
|
—
|
%
|
|
0.3
|
%
|
Consolidated operating revenues
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
•
|
the sale of developed homesites and homes;
|
•
|
the sale of parcels of entitled, undeveloped lots;
|
•
|
a lot residual on homebuilder sales that provides us a percentage of the sale price of the completed home if the home price exceeds a negotiated threshold; and
|
•
|
fees on certain transactions.
|
•
|
a prolonged decrease in the fair value or demand for the properties;
|
•
|
a change in the expected use or development plans for the properties;
|
•
|
continuing operating or cash flow losses for an operating property; and
|
•
|
an accumulation of costs in a development property that significantly exceeds its historical basis in property held long-term.
|
•
|
the projected pace of sales of homesites based on estimated market conditions and our development plans;
|
•
|
estimated pricing and projected price appreciation over time, which can range from 0 to 5% annually;
|
•
|
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 at 20%;
|
•
|
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, revenues 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.
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
In millions
|
||||||||||
Revenues:
|
|
|
|
|
|
||||||
Real estate sales
|
$
|
45.0
|
|
|
$
|
56.0
|
|
|
$
|
20.4
|
|
Resorts, leisure and leasing revenues
|
50.8
|
|
|
44.4
|
|
|
38.2
|
|
|||
Timber sales
|
35.4
|
|
|
39.0
|
|
|
86.7
|
|
|||
Total
|
131.2
|
|
|
139.4
|
|
|
145.3
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Cost of real estate sales
|
24.3
|
|
|
28.2
|
|
|
11.5
|
|
|||
Cost of resorts, leisure and leasing revenues
|
41.1
|
|
|
39.1
|
|
|
37.1
|
|
|||
Cost of timber sales
|
21.5
|
|
|
24.0
|
|
|
22.9
|
|
|||
Other operating expenses
|
12.3
|
|
|
15.3
|
|
|
22.3
|
|
|||
Corporate expenses, net
|
17.0
|
|
|
15.9
|
|
|
27.8
|
|
|||
Depreciation, depletion and amortization
|
9.1
|
|
|
10.1
|
|
|
15.8
|
|
|||
Impairment losses
|
5.1
|
|
|
2.6
|
|
|
377.3
|
|
|||
Pension charges
|
—
|
|
|
2.1
|
|
|
5.9
|
|
|||
Restructuring charges
|
—
|
|
|
—
|
|
|
11.5
|
|
|||
Total
|
130.4
|
|
|
137.3
|
|
|
532.1
|
|
|||
Operating income (loss)
|
0.8
|
|
|
2.1
|
|
|
(386.8
|
)
|
|||
Other income:
|
|
|
|
|
|
||||||
Investment income, net
|
1.5
|
|
|
1.2
|
|
|
1.1
|
|
|||
Interest expense
|
(2.0
|
)
|
|
(2.8
|
)
|
|
(3.9
|
)
|
|||
Other, net
|
4.2
|
|
|
5.9
|
|
|
3.7
|
|
|||
Total other income
|
3.7
|
|
|
4.3
|
|
|
0.9
|
|
|||
Income (loss) before equity in loss (income) from unconsolidated affiliates and income taxes
|
4.5
|
|
|
6.4
|
|
|
(385.9
|
)
|
|||
Equity in income (loss) from unconsolidated affiliates
|
0.1
|
|
|
—
|
|
|
(0.1
|
)
|
|||
Income tax benefit (expense)
|
0.4
|
|
|
(0.4
|
)
|
|
55.7
|
|
|||
Net income (loss)
|
$
|
5.0
|
|
|
$
|
6.0
|
|
|
$
|
(330.3
|
)
|
|
2013
|
|
%
(1)
|
|
2012
|
|
%
(1)
|
|
2011
|
|
%
(1)
|
|||||||||
|
Dollars in millions
|
|||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Residential real estate sales
|
$
|
33.7
|
|
|
74.9
|
%
|
|
$
|
22.1
|
|
|
39.4
|
%
|
|
$
|
12.6
|
|
|
61.8
|
%
|
Commercial real estate sales
|
10.9
|
|
|
24.2
|
%
|
|
10.4
|
|
|
18.6
|
%
|
|
3.8
|
|
|
18.6
|
%
|
|||
Rural land sales and other
|
0.4
|
|
|
0.9
|
%
|
|
23.5
|
|
|
42.0
|
%
|
|
4.0
|
|
|
19.6
|
%
|
|||
Real estate sales
|
$
|
45.0
|
|
|
100.0
|
%
|
|
$
|
56.0
|
|
|
100.0
|
%
|
|
$
|
20.4
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Gross profit:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Residential real estate sales
|
$
|
14.7
|
|
|
43.6
|
%
|
|
$
|
7.1
|
|
|
32.1
|
%
|
|
$
|
3.0
|
|
|
23.8
|
%
|
Commercial real estate sales
|
5.6
|
|
|
51.4
|
%
|
|
3.5
|
|
|
33.7
|
%
|
|
1.9
|
|
|
50.0
|
%
|
|||
Rural land sales and other
|
0.4
|
|
|
100.0
|
%
|
|
17.2
|
|
|
73.2
|
%
|
|
4.0
|
|
|
100.0
|
%
|
|||
Gross profit
|
$
|
20.7
|
|
|
46.0
|
%
|
|
$
|
27.8
|
|
|
49.6
|
%
|
|
$
|
8.9
|
|
|
43.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
(1
|
)
|
Calculated percentage of total real estate sales and the respective gross profit percentage.
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
Dollars in millions
|
||||||||||
Resorts, leisure and leasing revenues
|
$
|
50.8
|
|
|
$
|
44.4
|
|
|
$
|
38.2
|
|
Gross profit
|
$
|
9.7
|
|
|
$
|
5.3
|
|
|
$
|
1.1
|
|
Gross profit margin
|
19.1
|
%
|
|
11.9
|
%
|
|
2.9
|
%
|
|||
|
|
|
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
Dollars in millions
|
||||||||||
Timber sales
|
$
|
35.4
|
|
|
$
|
39.0
|
|
|
$
|
86.7
|
|
Gross profit
|
$
|
13.9
|
|
|
$
|
15.0
|
|
|
$
|
63.8
|
|
Gross profit margin
|
39.3
|
%
|
|
38.5
|
%
|
|
73.6
|
%
|
|||
|
|
|
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
In millions
|
||||||||||
Revenues:
|
|
|
|
|
|
||||||
Real estate sales
|
$
|
33.0
|
|
|
$
|
21.6
|
|
|
$
|
12.2
|
|
Brokerage fees
|
0.7
|
|
|
0.5
|
|
|
0.4
|
|
|||
Total revenues
|
33.7
|
|
|
22.1
|
|
|
12.6
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Cost of real estate sales
|
19.0
|
|
|
15.0
|
|
|
9.6
|
|
|||
Other operating expenses
|
7.6
|
|
|
9.5
|
|
|
14.0
|
|
|||
Depreciation and amortization
|
0.8
|
|
|
1.8
|
|
|
2.4
|
|
|||
Impairment losses
|
0.2
|
|
|
—
|
|
|
337.6
|
|
|||
Restructuring charges
|
—
|
|
|
—
|
|
|
0.7
|
|
|||
Total expenses
|
27.6
|
|
|
26.3
|
|
|
364.3
|
|
|||
Operating income (loss)
|
6.1
|
|
|
(4.2
|
)
|
|
(351.7
|
)
|
|||
Other expense
|
(1.6
|
)
|
|
(2.6
|
)
|
|
(3.4
|
)
|
|||
Income (loss)
|
$
|
4.5
|
|
|
$
|
(6.8
|
)
|
|
$
|
(355.1
|
)
|
|
Year Ended December 31, 2013
|
|
Year Ended December 31, 2012
|
||||||||||||||||||||||||||||||||
|
Units Sold
|
|
Revenues
|
|
Cost of
Sales
|
|
Gross
Profit
|
|
Gross
Profit Margin
|
|
Units Sold
|
|
Revenues
|
|
Cost of
Sales
|
|
Gross
Profit
|
|
Gross
Profit Margin
|
||||||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||||||||||||||
Northwest Florida:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Resort homesites
|
92
|
|
|
$
|
17.5
|
|
|
$
|
9.4
|
|
|
$
|
8.1
|
|
|
46.3
|
%
|
|
73
|
|
|
$
|
15.8
|
|
|
$
|
10.3
|
|
|
$
|
5.5
|
|
|
34.8
|
%
|
Primary homesites
|
166
|
|
|
11.0
|
|
|
7.0
|
|
|
4.0
|
|
|
36.4
|
%
|
|
47
|
|
|
2.5
|
|
|
1.9
|
|
|
0.6
|
|
|
24.0
|
%
|
||||||
Single family homes
|
3
|
|
|
0.8
|
|
|
0.7
|
|
|
0.1
|
|
|
12.5
|
%
|
|
1
|
|
|
0.5
|
|
|
0.5
|
|
|
—
|
|
|
—
|
%
|
||||||
Land sale
|
N/A
|
|
|
1.8
|
|
|
0.6
|
|
|
1.2
|
|
|
66.7
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||||
RiverTown Community:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Primary homesites
|
54
|
|
|
1.9
|
|
|
1.3
|
|
|
0.6
|
|
|
31.6
|
%
|
|
36
|
|
|
1.6
|
|
|
1.0
|
|
|
0.6
|
|
|
37.5
|
%
|
||||||
Single family homes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
1
|
|
|
1.2
|
|
|
1.2
|
|
|
—
|
|
|
—
|
%
|
||||||
Total
|
315
|
|
|
$
|
33.0
|
|
|
$
|
19.0
|
|
|
$
|
14.0
|
|
|
42.4
|
%
|
|
158
|
|
|
$
|
21.6
|
|
|
$
|
14.9
|
|
|
$
|
6.7
|
|
|
31.0
|
%
|
|
Year Ended December 31, 2012
|
|
Year Ended December 31, 2011
|
||||||||||||||||||||||||||||||||
|
Units Sold
|
|
Revenues
|
|
Cost of
Sales
|
|
Gross
Profit
|
|
Gross
Profit Margin
|
|
Units Sold
|
|
Revenues
|
|
Cost of
Sales
|
|
Gross
Profit
|
|
Gross
Profit Margin
|
||||||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||||||||||||||
Northwest Florida:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Resort homesites
|
73
|
|
|
$
|
15.8
|
|
|
$
|
10.3
|
|
|
$
|
5.5
|
|
|
34.8
|
%
|
|
58
|
|
|
$
|
6.9
|
|
|
$
|
5.2
|
|
|
$
|
1.7
|
|
|
24.6
|
%
|
Primary homesites
|
47
|
|
|
2.5
|
|
|
1.9
|
|
|
0.6
|
|
|
24.0
|
%
|
|
60
|
|
|
3.3
|
|
|
2.4
|
|
|
0.9
|
|
|
27.3
|
%
|
||||||
Single-family homes
|
1
|
|
|
0.5
|
|
|
0.5
|
|
|
—
|
|
|
—
|
%
|
|
2
|
|
|
1.3
|
|
|
1.3
|
|
|
—
|
|
|
—
|
%
|
||||||
RiverTown Community:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Primary homesites
|
36
|
|
|
1.6
|
|
|
1.0
|
|
|
0.6
|
|
|
37.5
|
%
|
|
13
|
|
|
0.4
|
|
|
0.4
|
|
|
—
|
|
|
—
|
%
|
||||||
Single-family homes
|
1
|
|
|
1.2
|
|
|
1.2
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||||
Total
|
158
|
|
|
$
|
21.6
|
|
|
$
|
14.9
|
|
|
$
|
6.7
|
|
|
31.0
|
%
|
|
133
|
|
|
$
|
11.9
|
|
|
$
|
9.3
|
|
|
$
|
2.6
|
|
|
21.8
|
%
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
In millions
|
||||||||||
Revenues:
|
|
|
|
|
|
||||||
Real estate sales
|
$
|
10.9
|
|
|
$
|
10.4
|
|
|
$
|
3.8
|
|
Expenses:
|
|
|
|
|
|
||||||
Cost of real estate sales
|
5.3
|
|
|
6.9
|
|
|
1.9
|
|
|||
Other operating expenses
|
2.5
|
|
|
3.5
|
|
|
5.2
|
|
|||
Depreciation and amortization
|
—
|
|
|
0.2
|
|
|
0.3
|
|
|||
Impairment losses
|
—
|
|
|
—
|
|
|
38.3
|
|
|||
Restructuring charges
|
—
|
|
|
—
|
|
|
1.7
|
|
|||
Total expenses
|
7.8
|
|
|
10.6
|
|
|
47.4
|
|
|||
Operating income (loss)
|
3.1
|
|
|
(0.2
|
)
|
|
(43.6
|
)
|
|||
Other income
|
0.2
|
|
|
—
|
|
|
1.0
|
|
|||
Income (loss)
|
$
|
3.3
|
|
|
$
|
(0.2
|
)
|
|
$
|
(42.6
|
)
|
Period
|
|
Number of
Sales
|
|
Acres Sold
|
|
Average Price Per Acre
|
|
Revenue
|
|
Gross Profit on Sales
|
||||||||
|
|
|
|
|
|
|
|
In millions
|
||||||||||
2013
|
|
8
|
|
|
18
|
|
|
$
|
605,556
|
|
|
$
|
10.9
|
|
|
$
|
5.6
|
|
2012
|
|
6
|
|
|
67
|
|
|
$
|
153,919
|
|
|
$
|
10.4
|
|
|
$
|
3.5
|
|
2011
|
|
7
|
|
|
9
|
|
|
$
|
363,000
|
|
|
$
|
3.8
|
|
|
$
|
1.9
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
In millions
|
||||||||||
Revenues:
|
|
|
|
|
|
||||||
Real estate sales
|
$
|
0.1
|
|
|
$
|
23.4
|
|
|
$
|
3.5
|
|
Expenses:
|
|
|
|
|
|
||||||
Cost of real estate sales
|
—
|
|
|
6.2
|
|
|
0.1
|
|
|||
Other operating expenses
|
0.1
|
|
|
0.6
|
|
|
1.2
|
|
|||
Restructuring charges
|
—
|
|
|
—
|
|
|
0.2
|
|
|||
Total expenses
|
0.1
|
|
|
6.8
|
|
|
1.5
|
|
|||
Operating income (loss)
|
—
|
|
|
16.6
|
|
|
2.0
|
|
|||
Other expense
|
—
|
|
|
0.2
|
|
|
0.3
|
|
|||
Income (loss)
|
$
|
—
|
|
|
$
|
16.8
|
|
|
$
|
2.3
|
|
Period
|
|
Number of
Sales
|
|
Acres
Sold
|
|
Average Price
Per Acre
|
|
Revenue
|
|
Gross Profit
on Sales
|
||||||||
|
|
|
|
|
|
|
|
In millions
|
||||||||||
2013
|
|
5
|
|
|
50
|
|
|
$
|
2,000
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
2012
|
|
9
|
|
|
6,221
|
|
|
$
|
3,758
|
|
|
$
|
23.4
|
|
|
$
|
17.2
|
|
2011
|
|
4
|
|
|
259
|
|
|
$
|
13,374
|
|
|
$
|
3.5
|
|
|
$
|
3.4
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
In millions
|
||||||||||
Revenues:
|
|
|
|
|
|
||||||
Resorts and leisure operations
|
$
|
46.4
|
|
|
$
|
40.8
|
|
|
$
|
36.0
|
|
Leasing operations
|
4.4
|
|
|
3.6
|
|
|
2.2
|
|
|||
Total revenues
|
50.8
|
|
|
44.4
|
|
|
38.2
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Cost of resorts and leisure operations
|
39.1
|
|
|
36.5
|
|
|
35.1
|
|
|||
Cost of leasing operations
|
2.1
|
|
|
2.6
|
|
|
2.0
|
|
|||
Operating expenses
|
1.2
|
|
|
0.2
|
|
|
—
|
|
|||
Depreciation
|
6.4
|
|
|
5.7
|
|
|
6.9
|
|
|||
Impairment losses
|
4.9
|
|
|
2.6
|
|
|
1.4
|
|
|||
Total expenses
|
53.7
|
|
|
47.6
|
|
|
45.4
|
|
|||
Operating loss
|
(2.9
|
)
|
|
(3.2
|
)
|
|
(7.2
|
)
|
|||
Other income
|
0.9
|
|
|
1.8
|
|
|
(0.9
|
)
|
|||
Net loss
|
$
|
(2.0
|
)
|
|
$
|
(1.4
|
)
|
|
$
|
(8.1
|
)
|
|
Year Ended December 31, 2013
|
|
Year Ended December 31, 2012
|
||||||||||||||||||
|
Revenues
|
|
Gross
Profit
|
|
Gross
Profit Margin
|
|
Revenues
|
|
Gross
Profit
|
|
Gross
Profit Margin
|
||||||||||
|
Dollars in millions
|
||||||||||||||||||||
Inn and vacation rentals
|
$
|
34.2
|
|
|
$
|
5.3
|
|
|
15.5
|
%
|
|
$
|
29.5
|
|
|
$
|
3.4
|
|
|
11.5
|
%
|
Golf courses
|
9.4
|
|
|
1.3
|
|
|
13.8
|
%
|
|
8.7
|
|
|
0.4
|
|
|
4.6
|
%
|
||||
Marinas
|
2.8
|
|
|
0.8
|
|
|
28.6
|
%
|
|
2.6
|
|
|
0.5
|
|
|
19.2
|
%
|
||||
Leasing
|
4.4
|
|
|
2.3
|
|
|
52.3
|
%
|
|
3.6
|
|
|
1.0
|
|
|
27.8
|
%
|
||||
Total
|
$
|
50.8
|
|
|
$
|
9.7
|
|
|
19.1
|
%
|
|
$
|
44.4
|
|
|
$
|
5.3
|
|
|
11.9
|
%
|
|
Year Ended December 31, 2012
|
|
Year Ended December 31, 2011
|
||||||||||||||||||
|
Revenues
|
|
Gross
Profit
|
|
Gross
Profit Margin
|
|
Revenues
|
|
Gross
Profit
|
|
Gross
Profit Margin
|
||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||
Inn and vacation rentals
|
$
|
29.5
|
|
|
$
|
3.4
|
|
|
11.5
|
%
|
|
$
|
25.1
|
|
|
$
|
0.9
|
|
|
3.6
|
%
|
Golf courses
|
8.7
|
|
|
0.4
|
|
|
4.6
|
%
|
|
8.2
|
|
|
(0.2
|
)
|
|
(2.4
|
)%
|
||||
Marinas
|
2.6
|
|
|
0.5
|
|
|
19.2
|
%
|
|
2.7
|
|
|
0.2
|
|
|
7.4
|
%
|
||||
Leasing
|
3.6
|
|
|
1.0
|
|
|
27.8
|
%
|
|
2.2
|
|
|
0.2
|
|
|
9.1
|
%
|
||||
Total
|
$
|
44.4
|
|
|
$
|
5.3
|
|
|
11.9
|
%
|
|
$
|
38.2
|
|
|
$
|
1.1
|
|
|
2.9
|
%
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
In millions
|
||||||||||
Revenues:
|
|
|
|
|
|
||||||
Timber sales
|
$
|
35.4
|
|
|
$
|
39.0
|
|
|
$
|
86.7
|
|
Expenses:
|
|
|
|
|
|
||||||
Cost of timber sales
|
21.5
|
|
|
24.0
|
|
|
22.9
|
|
|||
Other operating expenses
|
1.0
|
|
|
1.6
|
|
|
1.9
|
|
|||
Depreciation and depletion
|
1.8
|
|
|
2.1
|
|
|
5.0
|
|
|||
Restructuring charges
|
—
|
|
|
—
|
|
|
0.1
|
|
|||
Total expenses
|
24.3
|
|
|
27.7
|
|
|
29.9
|
|
|||
Operating income
|
11.1
|
|
|
11.3
|
|
|
56.8
|
|
|||
Other income
|
2.2
|
|
|
2.2
|
|
|
2.1
|
|
|||
Net income
|
$
|
13.3
|
|
|
$
|
13.5
|
|
|
$
|
58.9
|
|
|
2013
|
|
2012
|
|
2011
|
|||
Percent of total tons sold:
|
|
|
|
|
|
|||
Pine pulpwood
|
71
|
%
|
|
68
|
%
|
|
21
|
%
|
Pine sawtimber
|
23
|
%
|
|
24
|
%
|
|
78
|
%
|
Pine grade logs
|
5
|
%
|
|
7
|
%
|
|
1
|
%
|
Other
|
1
|
%
|
|
1
|
%
|
|
—
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
Year Ended December 31, 2013
|
|
Year Ended December 31, 2012
|
||||||||||||||||||
|
Revenues
|
|
Tons
|
|
Average price
|
|
Revenues
|
|
Tons
|
|
Average price
|
||||||||||
|
(In millions)
|
|
|
|
|
|
(In millions)
|
|
|
|
|
||||||||||
RockTenn supply agreement
|
$
|
15.4
|
|
|
553,000
|
|
|
$
|
27.85
|
|
|
$
|
15.1
|
|
|
606,000
|
|
|
$
|
24.92
|
|
Open market sales
|
19.6
|
|
|
656,000
|
|
|
$
|
29.88
|
|
|
23.4
|
|
|
858,000
|
|
|
27.27
|
|
|||
Total
|
$
|
35.0
|
|
|
1,209,000
|
|
|
$
|
28.95
|
|
|
$
|
38.5
|
|
|
1,464,000
|
|
|
$
|
26.30
|
|
|
Year Ended December 31, 2012
|
|
Year Ended December 31, 2011
|
||||||||||||||||||
|
Revenues
|
|
Tons
|
|
Average price
|
|
Revenues
|
|
Tons
|
|
Average price
|
||||||||||
|
(In millions)
|
|
|
|
|
|
(In millions)
|
|
|
|
|
||||||||||
RockTenn supply agreement
|
$
|
15.1
|
|
|
606,000
|
|
|
$
|
24.92
|
|
|
$
|
15.6
|
|
|
609,000
|
|
|
$
|
25.62
|
|
Open market sales
|
23.4
|
|
|
858,000
|
|
|
$
|
27.27
|
|
|
16.3
|
|
|
616,000
|
|
|
26.46
|
|
|||
Total
|
$
|
38.5
|
|
|
1,464,000
|
|
|
$
|
26.30
|
|
|
$
|
31.9
|
|
|
1,225,000
|
|
|
$
|
26.04
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(Dollars in millions)
|
||||||||||
Net cash provided by operating activities
|
$
|
16.3
|
|
|
$
|
23.0
|
|
|
$
|
(9.8
|
)
|
Net cash (used in) provided by investing activities
|
(171.4
|
)
|
|
0.2
|
|
|
(2.1
|
)
|
|||
Net cash provided by (used in) financing activities
|
11.0
|
|
|
(19.6
|
)
|
|
(9.5
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
(144.1
|
)
|
|
3.6
|
|
|
(21.4
|
)
|
|||
Cash and cash equivalents at beginning of the year
|
166.0
|
|
|
162.4
|
|
|
183.8
|
|
|||
Cash and cash equivalents at end of the year
|
$
|
21.9
|
|
|
$
|
166.0
|
|
|
$
|
162.4
|
|
|
Payments due by Period
|
||||||||||||||||||
Contractual Cash Obligations
|
Total
|
|
Less Than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More Than
5 Years
|
||||||||||
|
In millions
|
||||||||||||||||||
Debt
(1)(2)
|
$
|
44.2
|
|
|
$
|
0.7
|
|
|
$
|
32.2
|
|
|
$
|
0.2
|
|
|
$
|
11.1
|
|
Interest related to debt, including community development district debt
(2)
|
19.9
|
|
|
2.4
|
|
|
3.0
|
|
|
1.7
|
|
|
12.8
|
|
|||||
Purchase obligations
(3)
|
21.0
|
|
|
19.7
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual cash obligations
|
$
|
85.1
|
|
|
$
|
22.8
|
|
|
$
|
36.5
|
|
|
$
|
1.9
|
|
|
$
|
23.9
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Includes debt defeased in connection with the sale of our office building portfolio in the amount of $26.3 million, which will be paid by pledged treasury securities.
|
(2)
|
These amounts do not include additional CDD obligations associated with unplatted properties that are not yet fixed and determinable or that are not yet probable or reasonably estimable.
|
(3)
|
These aggregate amounts include individual contracts in excess of $0.1 million.
|
|
Amount of Commitment Expirations per Period
|
||||||||||||||||||
Other Commercial Commitments
|
Total Amounts
Committed
|
|
Less Than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More Than
5 Years
|
||||||||||
|
In millions
|
||||||||||||||||||
Surety bonds
|
$
|
14.1
|
|
|
$
|
14.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
•
|
our ability to successfully close the Proposed Sale Transactions and the timing of such closings;
|
•
|
the anticipated benefits of the Proposed Sale Transactions;
|
•
|
our use and investment of the Proposed Sale Transactions proceeds;
|
•
|
the impact of the announcement on our trading price, business and relationships with customers and employees;
|
•
|
our expectations with respect to the accounting treatment for the Proposed Sale Transactions;
|
•
|
our activities following the Proposed Sale Transactions;
|
•
|
our belief that our tax assets may be available to mitigate any tax liabilities that arise from the Proposed Sale Transactions;
|
•
|
our expectation regarding the sources for these expenditures;
|
•
|
our expectation regarding the source and amount of expected funds needed for our Pier Park North project;
|
•
|
our expectation regarding the effect and timing of the termination of our pension plan;
|
•
|
our expectation regarding our excess cash and that our current cash position and our anticipated cash flows will provide us with sufficient liquidity to satisfy our working capital needs and expected capital expenditures;
|
•
|
our estimates regarding certain tax matters and accounting valuations;
|
•
|
our belief concerning demand for residential sales in Northwest Florida and our projects;
|
•
|
our beliefs concerning the seasonality of our revenues;
|
•
|
our intent to continue to pursue additional damages claims in connection with the Deepwater Horizon Oil Spill;
|
•
|
our expectation regarding the impact of pending litigation, claims, other disputes or governmental proceedings on our financial position or results of operations, and our belief regarding the defenses to litigation claims against us;
|
•
|
our belief regarding compliance with environmental and other applicable regulatory matters;
|
•
|
our belief regarding our intent to develop and capitalize on opportunities relating to mixed use and active adult community or communities;
|
•
|
our belief regarding our ability to develop our land for commercial and industrial uses, and our intent to continue to explore such opportunities;
|
•
|
our belief regarding the vitalization of the Port of St. Joe, the rehabilitation of related railways or the dredging of the shipping channel at the Port of St. Joe;
|
•
|
our belief regarding the benefit of entering into partnerships, joint ventures or other collaborations and alliances;
|
•
|
our expectation regarding the amount we will harvest in our forestry business;
|
•
|
our intent to continue investing in new business opportunities;
|
•
|
our belief regarding the impact on revenue and net margin of the Thinnings Supply Agreement;
|
•
|
our expectation regarding the effect of our investment strategy; and
|
•
|
our estimates regarding certain tax matters and accounting valuations.
|
•
|
our dependence on the real estate industry and the cyclical nature of our real estate operations;
|
•
|
our discretion in the use of the net proceeds from the Proposed Sale Transactions;
|
•
|
limitations concerning our ability to invest the net proceeds of the Proposed Sale Transactions;
|
•
|
the effects of the Proposed Sale Transactions, whether or not consummated;
|
•
|
uncertainty as to if or when the Proposed Sale Transactions will be completed;
|
•
|
the anticipated benefits from the Proposed Sale Transactions may not be realized, may take longer to realize than expected, or may cost more to achieve than expected;
|
•
|
the AgReserves Sale Agreement limits our ability to sell the acreage included in the AgReserves Sale to a party other than AgReserves and the RiverTown Sale Agreement limits our ability to sell the RiverTown Community to a party other than to Mattamy;
|
•
|
the AgReserves Sale Agreement and the RiverTown Sale Agreement may expose us to unexpected costs, unexpected liabilities (including litigation) or other contingent liabilities, whether or not the Proposed Sale Transactions are consummated;
|
•
|
the occurrence of any event, change or other circumstances that could give rise to the termination of the AgReserves Sale Agreement or RiverTown Sale Agreement or the failure to satisfy any of the closing conditions contained therein;
|
•
|
our ability to obtain regulatory approvals for the AgReserves Sale and the timing and conditions for such approvals;
|
•
|
our ability to obtain shareholder approval for the Proposed Sale to AgReserves;
|
•
|
any disruption from the Proposed Sale Transactions making it more difficult to maintain relationships with contractors, customers or employees, whether or not the Proposed Sale is consummated;
|
•
|
our ability to retain key personnel;
|
•
|
any further downturns in the recovery of Florida real estate markets or across the nation;
|
•
|
a decline in the value of the land and home inventories we maintain or possible future write-downs of the book value of our real estate assets and notes receivable;
|
•
|
our ability to effectively execute our strategy, and our ability to successfully anticipate the impact of our strategy;
|
•
|
our ability to capitalize on our past cost reductions and restructuring initiatives;
|
•
|
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;
|
•
|
significant decreases in market value of our investments in marketable securities;
|
•
|
our ability to successfully estimate the impact of certain accounting and tax matters;
|
•
|
our ability to successfully and timely obtain land-use entitlements and construction financing, and address issues that arise in connection with the use and development of our land;
|
•
|
natural disasters or catastrophic events such as hurricanes, floods, acts of war or terrorism and other unforeseen damage for which our insurance may not provide adequate coverage or for which we are self-insured;
|
•
|
the adverse impact of the Deepwater Horizon oil spill or any similar future disasters to the future growth of Northwest Florida and other coastal states;
|
•
|
the financial impact to our results of operations if the RockTenn mill in Panama City were to permanently cease operations;
|
•
|
potential liability under environmental or construction laws, or other laws or regulations;
|
•
|
changes in laws, regulations or the regulatory environment affecting the development of real estate or forestry activities;
|
•
|
the expense, management distraction and possible liability associated with litigation, claims, other disputes or governmental proceedings, including the pending SEC investigation;
|
•
|
our ability to anticipate the impact of pending environmental litigation matters or governmental proceedings on our financial position or results of operations;
|
•
|
our ability to identify and successfully implement new opportunities that are accretive to shareholders;
|
•
|
significant tax payments arising from any acceleration of deferred taxes;
|
•
|
our ability to successfully estimate the impact of certain accounting and tax matters;
|
•
|
our ability to capitalize on opportunities relating to mixed use and active adult community or communities and the Port of St. Joe and our ability to successfully engage in strategic partnerships; and
|
•
|
a slowing of the population growth in Florida, including a decrease of the migration of Baby Boomers to Florida.
|
Item 1.01
|
Entry into a Material Definitive Agreement.
|
Exhibit
Number
|
|
Description
|
2.1
|
|
Purchase and Sale Agreement, dated November 6, 2013, by and between The St. Joe Company and AgReserves, Inc. (incorporated by reference to Exhibit 10.53 to the registrant’s Current Report on Form 8-K filed on November 7, 2013).
|
|
|
|
2.2
|
|
Purchase and Sale Agreement, dated December 31, 2013, by and between The St. Joe Company and Mattamy (Jacksonville) Partnership d/b/a Mattamy Homes, (incorporated by reference to Exhibit 10.55 to the registrant’s Current Report on Form 8-K filed on January 6, 2014).
|
|
|
|
3.1
|
|
Restated and Amended Articles of Incorporation of the registrant, as amended (incorporated by reference to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010).
|
|
|
|
3.2
|
|
Amended and Restated Bylaws of the registrant (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed on March 4, 2011).
|
|
|
|
10.1
|
|
Form of Director Election Form describing director compensation (updated May 2009 incorporated by reference to the registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2009).
|
|
|
|
10.2
|
|
The St. Joe Company Trust Under Separation Agreement F.B.O. Wm. Britton Greene, dated February 25, 2011, by and between the registrant and SunTrust Banks, Inc. (incorporated by reference to the registrant’s Current Report on Form 8-K filed on March 1, 2011).
|
|
|
|
10.3
|
|
Form of Amendment to Indemnification Agreement for Certain Directors and Officers. (incorporated by reference to the registrant’s Current Report on Form 8-K filed on March 1, 2011).
|
|
|
|
10.4
|
|
Master Airport Access Agreement dated November 22, 2010 by and between the registrant and the Panama City-Bay County Airport and Industrial District (the “Airport District”) (including as attachments the Land Donation Agreement dated August 22, 2006, by and between the registrant and the Airport District, and the Special Warranty Deed dated November 29, 2007, granted by St. Joe Timberland Company of Delaware, LLC to the Airport District) (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on November 30, 2010).
|
|
|
|
10.5*
|
|
Pulpwood Supply Agreement dated November 1, 2010 by and between St. Joe Timberland Company of Delaware, L.L.C. and Smurfit-Stone Container Corporation (incorporated by reference to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2010).
|
|
|
|
10.6
|
|
Form of Indemnification Agreement for Directors and Officers (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on February 13, 2009).
|
|
|
|
10.7a
|
|
Stockholder Agreement dated September 14, 2011 by and between the registrant, Fairholme Capital Management, LLC and Fairholme Funds, Inc. (incorporated by reference to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2011).
|
|
|
|
10.8
|
|
Purchase and Sale Agreement dated March 31, 2011 by and between St. Joe Timberland Company of Delaware, L.L.C. and Vulcan Timberlands, LLC (timber deed transaction)(incorporated by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011).
|
|
|
|
|
|
THE ST. JOE COMPANY
|
|
|
|
Date:
|
February 28, 2014
|
/s/ Park Brady
|
|
|
Park Brady
|
|
|
Chief Executive Officer
|
|
|
(Duly Authorized Officer)
|
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Park Brady
|
|
President, Chief Executive Officer and Director
|
|
February 28, 2014
|
Park Brady
|
|
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Marek Bakun
|
|
Senior Vice President and Chief Financial Officer
|
|
February 28, 2014
|
Marek Bakun
|
|
|
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ Joanne Viard
|
|
Chief Accounting Officer
|
|
February 28, 2014
|
Joanne Viard
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Bruce R. Berkowitz
|
|
Chairman
|
|
February 28, 2014
|
Bruce R. Berkowitz
|
|
|
|
|
|
|
|
|
|
/s/ Cesar L. Alvarez
|
|
Director
|
|
February 28, 2014
|
Cesar L. Alvarez
|
|
|
|
|
|
|
|
|
|
/s/ Howard S. Frank
|
|
Director
|
|
February 28, 2014
|
Howard S. Frank
|
|
|
|
|
|
|
|
|
|
/s/ Jeffrey C. Keil
|
|
Director
|
|
February 28, 2014
|
Jeffrey C. Keil
|
|
|
|
|
|
|
|
|
|
/s/ Stanley Martin
|
|
Director
|
|
February 28, 2014
|
Stanley Martin
|
|
|
|
|
|
|
|
|
|
/s/ Thomas P. Murphy, Jr.
|
|
Director
|
|
February 28, 2014
|
Thomas P. Murphy, Jr.
|
|
|
|
|
|
Page No.
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
ASSETS
|
|
|
|
||||
Investment in real estate, net
|
$
|
385,009
|
|
|
$
|
370,647
|
|
Cash and cash equivalents
|
21,894
|
|
|
165,980
|
|
||
Investments
|
146,972
|
|
|
—
|
|
||
Notes receivable, net
|
7,332
|
|
|
3,975
|
|
||
Pledged treasury securities
|
26,260
|
|
|
26,818
|
|
||
Prepaid pension asset
|
35,117
|
|
|
33,356
|
|
||
Property and equipment, net of accumulated depreciation of $62.2 million and $61.1 million at December 31, 2013 and December 31, 2012, respectively
|
11,410
|
|
|
12,149
|
|
||
Deferred tax asset
|
12,866
|
|
|
11,957
|
|
||
Other assets
|
22,612
|
|
|
20,639
|
|
||
Total assets
|
$
|
669,472
|
|
|
$
|
645,521
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
LIABILITIES:
|
|
|
|
||||
Debt
|
$
|
44,217
|
|
|
$
|
36,062
|
|
Accounts payable
|
12,083
|
|
|
14,773
|
|
||
Accrued liabilities and deferred credits
|
49,647
|
|
|
42,352
|
|
||
Total liabilities
|
105,947
|
|
|
93,187
|
|
||
EQUITY:
|
|
|
|
||||
Common stock, no par value; 180,000,000 shares authorized; 92,313,182 and 92,302,299 issued at December 31, 2013 and December 31, 2012, respectively; 92,292,913 and 92,285,408 outstanding at December 31, 2013 and December 31, 2012, respectively
|
892,027
|
|
|
891,798
|
|
||
Accumulated deficit
|
(325,871
|
)
|
|
(330,861
|
)
|
||
Accumulated other comprehensive loss
|
(7,517
|
)
|
|
(8,652
|
)
|
||
Treasury stock at cost, 20,269 and 16,891 shares held at December 31, 2013 and December 31, 2012, respectively
|
(285
|
)
|
|
(260
|
)
|
||
Total stockholders’ equity
|
558,354
|
|
|
552,025
|
|
||
Non-controlling interest
|
5,171
|
|
|
309
|
|
||
Total equity
|
563,525
|
|
|
552,334
|
|
||
Total liabilities and equity
|
$
|
669,472
|
|
|
$
|
645,521
|
|
|
December 31,
2013 |
|
December 31,
2012 |
||||
ASSETS
|
|
|
|
||||
Investment in real estate
|
$
|
28,412
|
|
|
$
|
—
|
|
Cash and cash equivalents
|
2,225
|
|
|
2,107
|
|
||
Other assets
|
321
|
|
|
166
|
|
||
|
$
|
30,958
|
|
|
$
|
2,273
|
|
LIABILITIES
|
|
|
|
||||
Long-term debt
|
$
|
6,445
|
|
|
$
|
—
|
|
Accounts payable
|
$
|
5,766
|
|
|
—
|
|
|
Accrued liabilities and deferred credits
|
$
|
1,925
|
|
|
1,073
|
|
|
Total liabilities
|
$
|
14,136
|
|
|
$
|
1,073
|
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Real estate sales
|
$
|
45,039
|
|
|
$
|
56,012
|
|
|
$
|
20,343
|
|
Resorts, leisure and leasing revenues
|
50,767
|
|
|
44,407
|
|
|
38,239
|
|
|||
Timber sales
|
35,450
|
|
|
38,977
|
|
|
86,703
|
|
|||
Total revenues
|
131,256
|
|
|
139,396
|
|
|
145,285
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Cost of real estate sales
|
24,277
|
|
|
28,193
|
|
|
11,518
|
|
|||
Cost of resorts, leisure and leasing revenues
|
41,109
|
|
|
39,083
|
|
|
37,093
|
|
|||
Cost of timber sales
|
21,527
|
|
|
24,000
|
|
|
22,861
|
|
|||
Other operating expenses
|
12,323
|
|
|
15,321
|
|
|
22,252
|
|
|||
Corporate expense, net
|
17,032
|
|
|
15,941
|
|
|
27,785
|
|
|||
Depreciation, depletion and amortization
|
9,131
|
|
|
10,110
|
|
|
15,840
|
|
|||
Impairment losses
|
5,080
|
|
|
2,551
|
|
|
377,325
|
|
|||
Pension charges
|
—
|
|
|
2,063
|
|
|
5,871
|
|
|||
Restructuring charges
|
—
|
|
|
—
|
|
|
11,547
|
|
|||
Total expenses
|
130,479
|
|
|
137,262
|
|
|
532,092
|
|
|||
Operating income (loss)
|
777
|
|
|
2,134
|
|
|
(386,807
|
)
|
|||
Other income:
|
|
|
|
|
|
||||||
Investment income, net
|
1,498
|
|
|
1,219
|
|
|
1,130
|
|
|||
Interest expense
|
(2,040
|
)
|
|
(2,820
|
)
|
|
(3,921
|
)
|
|||
Other, net
|
4,210
|
|
|
5,890
|
|
|
3,725
|
|
|||
Total other income
|
3,668
|
|
|
4,289
|
|
|
934
|
|
|||
Income (loss) before equity in income (loss) from unconsolidated affiliates and income taxes
|
4,445
|
|
|
6,423
|
|
|
(385,873
|
)
|
|||
Equity in income (loss) from unconsolidated affiliates
|
112
|
|
|
(46
|
)
|
|
(93
|
)
|
|||
Income tax benefit (expense)
|
409
|
|
|
(387
|
)
|
|
55,658
|
|
|||
Net income (loss)
|
4,966
|
|
|
5,990
|
|
|
(330,308
|
)
|
|||
Net loss attributable to non-controlling interest
|
24
|
|
|
22
|
|
|
29
|
|
|||
Net income (loss) attributable to the Company
|
$
|
4,990
|
|
|
$
|
6,012
|
|
|
$
|
(330,279
|
)
|
|
|
|
|
|
|
||||||
NET INCOME (LOSS) PER SHARE
|
|
|
|
|
|
||||||
Basic and Diluted
|
|
|
|
|
|
||||||
Weighted average shares outstanding
|
92,285,888
|
|
|
92,258,110
|
|
|
92,235,360
|
|
|||
Net income (loss) per share attributable to the Company
|
$
|
0.05
|
|
|
$
|
0.07
|
|
|
$
|
(3.58
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Net income (loss):
|
$
|
4,966
|
|
|
$
|
5,990
|
|
|
$
|
(330,308
|
)
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
||||||
Net unrealized losses on available-for-sale investments
|
(2,125
|
)
|
|
—
|
|
|
—
|
|
|||
Defined benefit pension items:
|
|
|
|
|
|
||||||
Prior service cost arising during the period
|
—
|
|
|
—
|
|
|
(1,597
|
)
|
|||
Net gain (loss) arising during the period
|
2,191
|
|
|
(2,485
|
)
|
|
(3,558
|
)
|
|||
Amortization and settlement included in net periodic cost
|
1,069
|
|
|
1,210
|
|
|
2,274
|
|
|||
Amortization and curtailment of prior service cost included in net periodic cost
|
—
|
|
|
2,503
|
|
|
1,106
|
|
|||
Amortization and settlement related to post retirement medical plan included in net periodic cost
|
—
|
|
|
—
|
|
|
2,441
|
|
|||
Total other comprehensive income, net of tax
|
1,135
|
|
|
1,228
|
|
|
666
|
|
|||
Total comprehensive income (loss)
|
$
|
6,101
|
|
|
$
|
7,218
|
|
|
$
|
(329,642
|
)
|
|
Common Stock
|
|
Accumulated Deficit
|
|
Accumulated
Other
Comprehensive
Loss
|
|
|
|
|
|
|
|||||||||||||||
|
Outstanding
Shares
|
|
Amount
|
|
Treasury
Stock
|
|
Non-controlling
Interest
|
|
Total
|
|||||||||||||||||
Balance at December 31, 2010
|
92,605,435
|
|
|
$
|
935,603
|
|
|
$
|
878,498
|
|
|
$
|
(10,546
|
)
|
|
$
|
(931,431
|
)
|
|
$
|
313
|
|
|
$
|
872,437
|
|
Net loss
|
—
|
|
|
—
|
|
|
(330,279
|
)
|
|
—
|
|
|
—
|
|
|
(29
|
)
|
|
(330,308
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
666
|
|
|
—
|
|
|
—
|
|
|
666
|
|
||||||
Distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47
|
|
|
47
|
|
||||||
Issuance of restricted stock
|
262,120
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Forfeitures of restricted stock
|
(425,078
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Issuances of common stock
|
4,000
|
|
|
100
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100
|
|
||||||
Reduction in tax benefit on options exercised and vested restricted stock
|
—
|
|
|
(1,897
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,897
|
)
|
||||||
Amortization of stock-based compensation
|
—
|
|
|
7,659
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,659
|
|
||||||
Retirement of treasury shares
|
—
|
|
|
(51,151
|
)
|
|
(885,092
|
)
|
|
—
|
|
|
936,243
|
|
|
—
|
|
|
—
|
|
||||||
Purchases of treasury shares
|
(179,221
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,812
|
)
|
|
—
|
|
|
(4,812
|
)
|
||||||
Balance at December 31, 2011
|
92,267,256
|
|
|
$
|
890,314
|
|
|
$
|
(336,873
|
)
|
|
$
|
(9,880
|
)
|
|
$
|
—
|
|
|
$
|
331
|
|
|
$
|
543,892
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
6,012
|
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
5,990
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
1,228
|
|
|
—
|
|
|
—
|
|
|
1,228
|
|
||||||
Issuance of restricted stock
|
59,891
|
|
|
976
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
976
|
|
||||||
Forfeitures of restricted stock
|
(32,210
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(108
|
)
|
|
—
|
|
|
(108
|
)
|
||||||
Excess tax benefit on options exercised and vested restricted stock
|
—
|
|
|
477
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
477
|
|
||||||
Amortization of stock-based compensation
|
—
|
|
|
31
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31
|
|
||||||
Treasury shares received in lieu of taxes to be remitted on share award
|
(9,529
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(152
|
)
|
|
—
|
|
|
(152
|
)
|
||||||
Balance at December 31, 2012
|
92,285,408
|
|
|
$
|
891,798
|
|
|
$
|
(330,861
|
)
|
|
$
|
(8,652
|
)
|
|
$
|
(260
|
)
|
|
$
|
309
|
|
|
$
|
552,334
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
4,990
|
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
4,966
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
1,135
|
|
|
—
|
|
|
—
|
|
|
1,135
|
|
||||||
Capital contributions from non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,886
|
|
|
4,886
|
|
||||||
Issuance of common stock for director fees
|
11,898
|
|
|
244
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
244
|
|
||||||
Amortization of stock based compensation
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||||
Reduction in excise tax benefits on stock options
|
—
|
|
|
(18
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
||||||
Treasury shares received in lieu of taxes to be remitted on vesting of restricted stock awards
|
(4,393
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
(25
|
)
|
||||||
Balance at December 31, 2013
|
92,292,913
|
|
|
$
|
892,027
|
|
|
$
|
(325,871
|
)
|
|
$
|
(7,517
|
)
|
|
$
|
(285
|
)
|
|
$
|
5,171
|
|
|
$
|
563,525
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
4,966
|
|
|
$
|
5,990
|
|
|
$
|
(330,308
|
)
|
Adjustments to reconcile net income (loss) to net cash from operating activities:
|
|
|
|
|
|
||||||
Depreciation, depletion and amortization
|
9,131
|
|
|
10,110
|
|
|
15,840
|
|
|||
Stock based compensation
|
247
|
|
|
898
|
|
|
8,452
|
|
|||
Pension charges
|
—
|
|
|
2,063
|
|
|
5,871
|
|
|||
Gain on sale of investments
|
(93
|
)
|
|
—
|
|
|
—
|
|
|||
Equity (income) loss in from unconsolidated joint ventures
|
(112
|
)
|
|
46
|
|
|
93
|
|
|||
Deferred income tax benefit
|
(909
|
)
|
|
(242
|
)
|
|
(53,497
|
)
|
|||
Impairment losses
|
5,080
|
|
|
2,551
|
|
|
377,325
|
|
|||
Loss on disposal of plant and equipment
|
47
|
|
|
758
|
|
|
294
|
|
|||
(Gain) loss attributed to casualty loss of real estate
|
(575
|
)
|
|
—
|
|
|
998
|
|
|||
Cost of operating properties sold
|
22,022
|
|
|
27,248
|
|
|
10,444
|
|
|||
Expenditures for operating properties
|
(19,165
|
)
|
|
(22,920
|
)
|
|
(28,296
|
)
|
|||
Issuances of notes receivable, net
|
(5,248
|
)
|
|
—
|
|
|
(681
|
)
|
|||
Accretion (income) expense
|
(793
|
)
|
|
564
|
|
|
(424
|
)
|
|||
Other, net
|
(173
|
)
|
|
—
|
|
|
—
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Payments received on notes receivable
|
1,562
|
|
|
594
|
|
|
1,546
|
|
|||
Other assets
|
(96
|
)
|
|
1,083
|
|
|
5,471
|
|
|||
Accounts payable and accrued liabilities
|
(96
|
)
|
|
(5,535
|
)
|
|
(20,165
|
)
|
|||
Income taxes payable
|
538
|
|
|
(167
|
)
|
|
(2,802
|
)
|
|||
Net cash provided by (used in) operating activities
|
16,333
|
|
|
23,041
|
|
|
(9,839
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Expenditures for Pier Park North joint venture
|
(19,301
|
)
|
|
—
|
|
|
—
|
|
|||
Purchases of property and equipment
|
(3,594
|
)
|
|
(475
|
)
|
|
(2,426
|
)
|
|||
Proceeds from the disposition of assets
|
602
|
|
|
—
|
|
|
328
|
|
|||
Purchases of investments
|
(256,730
|
)
|
|
—
|
|
|
—
|
|
|||
Maturities of investments
|
100,000
|
|
|
—
|
|
|
—
|
|
|||
Sales of investments
|
7,725
|
|
|
—
|
|
|
—
|
|
|||
Cash receipts from retained interest investments
|
—
|
|
|
656
|
|
|
—
|
|
|||
Contributions to unconsolidated affiliates
|
(88
|
)
|
|
—
|
|
|
(40
|
)
|
|||
Net cash (used in) provided by investing activities
|
(171,386
|
)
|
|
181
|
|
|
(2,138
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Contribution to Pier Park North joint venture from non-controlling interest
|
4,886
|
|
|
—
|
|
|
—
|
|
|||
Distributions to non-controlling interest partner
|
—
|
|
|
—
|
|
|
(141
|
)
|
|||
Distributions to unconsolidated affiliates for repayment of debt
|
—
|
|
|
—
|
|
|
(4,434
|
)
|
|||
Borrowings on construction loan in Pier Park joint venture
|
6,445
|
|
|
—
|
|
|
—
|
|
|||
Repayments of long term debt
|
(321
|
)
|
|
(19,958
|
)
|
|
(227
|
)
|
|||
Proceeds from exercise of stock options
|
—
|
|
|
—
|
|
|
100
|
|
|||
(Reduction) excess excise tax benefits related to stock based compensation
|
(18
|
)
|
|
477
|
|
|
55
|
|
|||
Taxes paid on behalf of employees related to stock based compensation
|
(25
|
)
|
|
(152
|
)
|
|
(4,812
|
)
|
|||
Net cash provided by (used in) financing activities
|
10,967
|
|
|
(19,633
|
)
|
|
(9,459
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
(144,086
|
)
|
|
3,589
|
|
|
(21,436
|
)
|
|||
Cash and cash equivalents at beginning of the year
|
165,980
|
|
|
162,391
|
|
|
183,827
|
|
|||
Cash and cash equivalents at end of the year
|
$
|
21,894
|
|
|
$
|
165,980
|
|
|
$
|
162,391
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Cash (received) paid during the period for:
|
|
|
|
|
|
|
||||||
Interest
|
|
$
|
2,407
|
|
|
$
|
3,072
|
|
|
$
|
8,329
|
|
Income taxes
|
|
$
|
(22
|
)
|
|
$
|
319
|
|
|
$
|
1,988
|
|
Capitalized interest
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
243
|
|
Non-cash financing and investment activities:
|
|
|
|
|
|
|
||||||
Net increase (decrease) in Community Development District Debt
|
|
$
|
2,589
|
|
|
$
|
(956
|
)
|
|
$
|
1,016
|
|
(Decrease) increase in pledged treasury securities related to defeased debt
|
|
$
|
(558
|
)
|
|
$
|
3,519
|
|
|
$
|
(1,982
|
)
|
Expenditures for operating properties and property and equipment financed through accounts payable
|
|
$
|
4,497
|
|
|
$
|
1,917
|
|
|
$
|
1,936
|
|
Settlement of note receivable
|
|
$
|
312
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-monetary receipt of real estate from an unconsolidated affiliate
|
|
$
|
398
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
•
|
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;
|
•
|
continuing operating or cash flow losses for an operating property; and,
|
•
|
an accumulation of costs in a development property that significantly exceeds its historical basis in property held long-term.
|
•
|
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, which can range from
0
to
5%
annually;
|
•
|
the amount and trajectory of price appreciation over the estimate 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 at
20%
;
|
•
|
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, revenues 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, 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.
|
|
December 31,
2013 |
|
December 31,
2012 |
||||
Operating property:
|
|
|
|
||||
Residential real estate
|
$
|
2,071
|
|
|
$
|
2,792
|
|
Resorts, leisure and leasing operations
|
146,624
|
|
|
152,906
|
|
||
Forestry
|
57,078
|
|
|
54,984
|
|
||
Rural land
|
139
|
|
|
139
|
|
||
Other
|
45
|
|
|
179
|
|
||
Total operating property
|
205,957
|
|
|
211,000
|
|
||
Development property:
|
|
|
|
||||
Residential real estate
|
130,616
|
|
|
133,835
|
|
||
Commercial real estate
|
57,959
|
|
|
59,851
|
|
||
Resorts, leisure and leasing operations
|
28,482
|
|
|
351
|
|
||
Rural land
|
5,768
|
|
|
5,768
|
|
||
Corporate
|
2,366
|
|
|
2,268
|
|
||
Total development property
|
225,191
|
|
|
202,073
|
|
||
Investment property:
|
|
|
|
||||
Commercial real estate
|
700
|
|
|
700
|
|
||
Resorts, leisure and leasing operations
|
255
|
|
|
255
|
|
||
Forestry
|
953
|
|
|
953
|
|
||
Other
|
3,208
|
|
|
3,216
|
|
||
Total investment property
|
5,116
|
|
|
5,124
|
|
||
Investment in unconsolidated affiliates
(1)
|
2,241
|
|
|
2,222
|
|
||
Total real estate investments
|
438,505
|
|
|
420,419
|
|
||
Less: Accumulated depreciation
|
53,496
|
|
|
49,772
|
|
||
Investment in real estate, net
|
$
|
385,009
|
|
|
$
|
370,647
|
|
|
|
|
|
||||
(1)
Recorded in the Company’s resorts, leisure and leasing operation's segment.
|
|
|
|
•
|
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, which can range from
0
to
5%
annually;
|
•
|
the amount and trajectory of price appreciation over the estimate 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 at
20%
;
|
•
|
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, revenues 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, 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.
|
Investment in real estate, net
|
$
|
54,668
|
|
Property and equipment, net
|
209
|
|
|
Other assets
|
1,543
|
|
|
Total assets
|
$
|
56,420
|
|
|
|
||
Accrued liabilities and deferred credits
|
$
|
12,641
|
|
|
|
Investment in real estate, net
|
$
|
22,307
|
|
Other assets
|
251
|
|
|
Total assets
|
22,558
|
|
|
Debt
(1)
|
5,521
|
|
|
Accrued liabilities and deferred credits
|
293
|
|
|
Net carrying value
|
$
|
16,744
|
|
(1
|
)
|
Only Rivers Edge CDD assessments for platted property have been recorded as a liability. The Company's total outstanding Rivers Edge CDD assessments at December 31, 2013 are $11.1 million.
|
|
Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
||||||||
Debt Securities:
|
|
|
|
|
|
|
|
||||||||
U.S. treasury securities
|
$
|
124,861
|
|
|
$
|
88
|
|
|
$
|
—
|
|
|
$
|
124,949
|
|
Corporate debt securities
|
24,236
|
|
|
—
|
|
|
2,213
|
|
|
22,023
|
|
||||
|
$
|
149,097
|
|
|
$
|
88
|
|
|
$
|
2,213
|
|
|
$
|
146,972
|
|
|
Cost
|
|
Fair Value
|
||||
Due in one year or less
|
$
|
124,861
|
|
|
$
|
124,949
|
|
Due after one year through five years
|
24,236
|
|
|
22,023
|
|
||
|
$
|
149,097
|
|
|
$
|
146,972
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Fair Value
|
||||||||
Money market funds
|
$
|
1,761
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,761
|
|
Debt securities:
|
|
|
|
|
|
|
|
||||||||
U.S. treasury securities
|
124,949
|
|
|
—
|
|
|
—
|
|
|
124,949
|
|
||||
Corporate debt securities
|
—
|
|
|
22,023
|
|
|
—
|
|
|
22,023
|
|
||||
|
$
|
126,710
|
|
|
$
|
22,023
|
|
|
$
|
—
|
|
|
$
|
148,733
|
|
Financial Statement Line
|
|
Level 3
Fair Value
|
|
Total
Impairment
Charge
|
|
Unobservable Input(s)
|
|
Range of Inputs Used
|
||||
December 31, 2013
|
|
|
|
|
|
|
|
|
||||
Investment in real estate, net
|
|
$
|
2,420
|
|
|
$
|
4,911
|
|
|
Revenue growth rates
|
|
5% - 16%
|
|
|
|
|
|
|
Discount rate
|
|
14%
|
||||
|
|
|
|
|
|
Cap rate
|
|
11.8%
|
||||
Investment in real estate, net
|
|
$
|
722
|
|
|
$
|
169
|
|
|
Estimated selling price based on market data
|
|
$0.7 million - $0.9 million
|
December 31, 2012
|
|
|
|
|
|
|
|
|
||||
Investment in real estate, net
|
|
$
|
300
|
|
|
$
|
2,551
|
|
|
Third party appraisal without comparable property sales
|
|
$105,000 - $33,000 per acre
|
•
|
The fair values of cash and cash equivalents, accounts payable and accrued liabilities, approximate their carrying values at
December 31, 2013
and 2012, due to the short-term nature of these assets and liabilities. These financial instruments would be categorized as level 1. The Company’s notes receivable and debt is at rates that approximate current market rates for these instruments. These financial instruments would be categorized as level 2.
|
•
|
The fair value of the Company’s pledged treasury securities is based on quoted market rates.
|
•
|
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.
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||||||
|
Carrying
value
|
|
Fair value
|
|
Level
|
|
Carrying
value
|
|
Fair value
|
|
Level
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Pledged treasury securities
|
$
|
26,260
|
|
|
$
|
28,465
|
|
|
1
|
|
$
|
26,818
|
|
|
$
|
30,432
|
|
|
1
|
Retained interest investments
|
$
|
9,639
|
|
|
$
|
12,827
|
|
|
3
|
|
$
|
9,481
|
|
|
$
|
12,392
|
|
|
3
|
|
December 31,
2013 |
|
December 31,
2012
|
||||
BALANCE SHEETS:
|
|
|
|
||||
Investment in real estate
|
$
|
12,124
|
|
|
$
|
12,381
|
|
Cash and cash equivalents
|
16,897
|
|
|
18,523
|
|
||
Other assets
|
72
|
|
|
130
|
|
||
Total assets
|
$
|
29,093
|
|
|
$
|
31,034
|
|
|
|
|
|
||||
Accounts payable and other liabilities
|
$
|
159
|
|
|
$
|
761
|
|
Equity
(1)
|
28,934
|
|
|
30,273
|
|
||
Total liabilities and equity
|
$
|
29,093
|
|
|
$
|
31,034
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
STATEMENTS OF OPERATIONS:
|
|
|
|
|
|
||||||
Total expenses, net
|
$
|
1,014
|
|
|
$
|
1,042
|
|
|
$
|
1,031
|
|
Net loss
|
$
|
1,014
|
|
|
$
|
1,042
|
|
|
$
|
1,031
|
|
|
December 31,
2013 |
|
December 31,
2012
|
||||
Pier Park Community Development District notes, non-interest bearing, due December 2024, net of unamortized discount of $0.1 million, effective rates 5.73% — 8.0%
|
$
|
2,623
|
|
|
$
|
2,758
|
|
Interest bearing homebuilder notes, secured by the real estate sold — 4.0% interest rate, annual principal payments of $0.3 million, any remaining payments outstanding are due February and August 2015, net of deferred profit of $0.7 million at December 31, 2013
|
4,062
|
|
|
—
|
|
||
Various mortgage notes, secured by certain real estate bearing interest at various rates
|
647
|
|
|
1,217
|
|
||
Total notes receivable, net
|
$
|
7,332
|
|
|
$
|
3,975
|
|
|
December 31,
2013 |
|
December 31,
2012 |
|
Estimated Useful Life (in years)
|
||||
Railroad and equipment
|
$
|
33,627
|
|
|
$
|
33,627
|
|
|
15-30
|
Machinery and equipment
|
18,714
|
|
|
18,618
|
|
|
3-10
|
||
Office equipment
|
19,154
|
|
|
18,909
|
|
|
3-10
|
||
Autos and trucks
|
1,600
|
|
|
1,726
|
|
|
3-10
|
||
|
73,095
|
|
|
72,880
|
|
|
|
||
Less: Accumulated depreciation
|
62,206
|
|
|
61,101
|
|
|
|
||
|
10,889
|
|
|
11,779
|
|
|
|
||
Construction in progress
|
521
|
|
|
370
|
|
|
|
||
Total property and equipment, net
|
$
|
11,410
|
|
|
$
|
12,149
|
|
|
|
|
December 31,
2013 |
|
December 31,
2012 |
||||
In-substance defeased debt, interest payable monthly at 5.62% at December 31, 2013 and December 31, 2012, secured and paid by pledged treasury securities, due October 1, 2015
|
$
|
26,260
|
|
|
$
|
26,818
|
|
Community Development District debt, secured by certain real estate and standby note purchase agreements, due May 2016 — May 2039, bearing interest at 5.25% to 7.15% at December 31, 2013 and December 31, 2012
|
11,512
|
|
|
9,244
|
|
||
Construction loan in the Pier Park North joint venture, due February 2016, bearing interest at LIBOR plus 210 basis points, or 2.27% at December 31, 2013
|
6,445
|
|
|
—
|
|
||
Total debt
|
$
|
44,217
|
|
|
$
|
36,062
|
|
|
December 31,
2013 |
||
2014
|
$
|
663
|
|
2015
|
25,748
|
|
|
2016
|
6,529
|
|
|
2017
|
90
|
|
|
2018
|
97
|
|
|
Thereafter
|
11,090
|
|
|
|
$
|
44,217
|
|
(a)
|
Includes debt defeased in connection with the sale of the Company’s office portfolio in the amount of $26.3 million.
|
|
December 31,
2013 |
|
December 31,
2012
|
||||
Accrued compensation
|
$
|
3,705
|
|
|
$
|
3,529
|
|
Deferred revenue
|
29,996
|
|
|
27,962
|
|
||
Environmental and insurance liabilities
|
1,071
|
|
|
1,621
|
|
||
Other accrued liabilities
|
14,875
|
|
|
9,240
|
|
||
Total accrued liabilities and deferred credits
|
$
|
49,647
|
|
|
$
|
42,352
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
349
|
|
|
$
|
34
|
|
|
$
|
(2,091
|
)
|
State
|
169
|
|
|
118
|
|
|
(70
|
)
|
|||
Total
|
518
|
|
|
152
|
|
|
(2,161
|
)
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(366
|
)
|
|
196
|
|
|
(52,450
|
)
|
|||
State
|
(561
|
)
|
|
39
|
|
|
(1,047
|
)
|
|||
Total
|
(927
|
)
|
|
235
|
|
|
(53,497
|
)
|
|||
Income tax (benefit) expense
|
$
|
(409
|
)
|
|
$
|
387
|
|
|
$
|
(55,658
|
)
|
|
|
|
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Income tax (benefit) expense
|
$
|
(409
|
)
|
|
$
|
387
|
|
|
$
|
(55,658
|
)
|
Tax benefits recorded on Consolidated Statement of Changes in Equity:
|
|
|
|
|
|
||||||
Excess tax expense on stock-based compensation
|
—
|
|
|
—
|
|
|
907
|
|
|||
Deferred tax expense on accumulated other comprehensive income
|
—
|
|
|
—
|
|
|
7,888
|
|
|||
Total
|
—
|
|
|
—
|
|
|
8,795
|
|
|||
Total income tax (benefit) expense
|
$
|
(409
|
)
|
|
$
|
387
|
|
|
$
|
(46,863
|
)
|
|
|
|
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Tax at the statutory federal rate
|
$
|
1,603
|
|
|
$
|
2,240
|
|
|
$
|
(135,078
|
)
|
State income taxes (net of federal benefit)
|
160
|
|
|
224
|
|
|
(13,508
|
)
|
|||
Increase (decrease) in valuation allowance
|
(2,218
|
)
|
|
(2,870
|
)
|
|
94,505
|
|
|||
Real estate investment trust income exclusion
|
—
|
|
|
—
|
|
|
(1,468
|
)
|
|||
Other
|
46
|
|
|
793
|
|
|
(109
|
)
|
|||
Total income tax (benefit) expense
|
$
|
(409
|
)
|
|
$
|
387
|
|
|
$
|
(55,658
|
)
|
|
|
|
|
|
|
|
2013
|
|
2012
|
||||
Deferred tax assets:
|
|
|
|
||||
Federal net operating carryforwards
|
$
|
26,884
|
|
|
$
|
29,222
|
|
State net operating loss carryforwards
|
20,759
|
|
|
20,888
|
|
||
Impairment losses
|
151,050
|
|
|
150,514
|
|
||
Prepaid income from land sales
|
10,210
|
|
|
10,262
|
|
||
Other
|
4,697
|
|
|
4,968
|
|
||
Total gross deferred tax assets
|
213,600
|
|
|
215,854
|
|
||
Valuation allowance
|
(93,058
|
)
|
|
(95,276
|
)
|
||
Total net deferred tax assets
|
120,542
|
|
|
120,578
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Investment in real estate and property and equipment basis differences
|
1,726
|
|
|
2,055
|
|
||
Deferred gain on land sales and involuntary conversions
|
31,385
|
|
|
32,255
|
|
||
Prepaid pension asset
|
15,596
|
|
|
16,173
|
|
||
Installment sale
|
58,969
|
|
|
58,138
|
|
||
Total gross deferred tax liabilities
|
107,676
|
|
|
108,621
|
|
||
Net deferred tax asset
|
$
|
12,866
|
|
|
$
|
11,957
|
|
|
|
|
|
|
Balance at
December 31, 2011
|
|
Costs Accrued
(Adjustments)
|
|
Payments
|
|
Balance at
December 31, 2012
|
|
Cumulative
Charges
|
||||||||||
2011 and prior restructuring and relocation programs
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential real estate
|
$
|
341
|
|
|
$
|
(24
|
)
|
|
$
|
317
|
|
|
$
|
—
|
|
|
$
|
20,153
|
|
Commercial real estate
|
186
|
|
|
(186
|
)
|
|
—
|
|
|
—
|
|
|
2,818
|
|
|||||
Rural land
|
149
|
|
|
(145
|
)
|
|
4
|
|
|
—
|
|
|
2,617
|
|
|||||
Forestry
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
571
|
|
|||||
Corporate and other
|
114
|
|
|
355
|
|
|
424
|
|
|
45
|
|
|
22,556
|
|
|||||
Total
|
$
|
790
|
|
|
$
|
—
|
|
|
$
|
745
|
|
|
$
|
45
|
|
|
$
|
48,715
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at
December 31,
2010
|
|
Cost Accrued
(Adjustments)
|
|
Payments
|
|
Balance at
December 31,
2011
|
||||||||
2011 restructuring and relocation programs
|
|
|
|
|
|
|
|
||||||||
Residential real estate
|
$
|
239
|
|
|
$
|
699
|
|
|
$
|
597
|
|
|
$
|
341
|
|
Commercial real estate
|
9
|
|
|
1,657
|
|
|
1,480
|
|
|
186
|
|
||||
Rural land
|
36
|
|
|
196
|
|
|
83
|
|
|
149
|
|
||||
Forestry
|
19
|
|
|
77
|
|
|
96
|
|
|
—
|
|
||||
Corporate and other
|
657
|
|
|
8,922
|
|
|
9,465
|
|
|
114
|
|
||||
Total
|
$
|
960
|
|
|
$
|
11,551
|
|
|
$
|
11,721
|
|
|
$
|
790
|
|
|
|
|
|
|
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Stock compensation expense before tax benefit
|
$
|
247
|
|
|
$
|
998
|
|
|
$
|
8,452
|
|
Income tax benefit
|
—
|
|
|
(384
|
)
|
|
(3,254
|
)
|
|||
|
$
|
247
|
|
|
$
|
614
|
|
|
$
|
5,198
|
|
|
|
|
|
|
|
|
Number of Shares
|
|
Weighted Average
Exercise Price
|
|
Weighted Average
Remaining
Contractual Life
(Years)
|
|
Aggregate
Intrinsic Value
($000)
|
|||||
Balance at December 31, 2012
|
105,100
|
|
|
$
|
52.96
|
|
|
3.7
|
|
|
—
|
|
Forfeited or expired
|
5,325
|
|
|
$
|
30.30
|
|
|
—
|
|
|
—
|
|
Balance at December 31, 2013
|
99,775
|
|
|
$
|
54.15
|
|
|
2.9
|
|
|
—
|
|
Vested or expected to vest at December 31, 2013
|
99,775
|
|
|
$
|
54.15
|
|
|
2.9
|
|
|
—
|
|
Exercisable at December 31, 2013
|
99,775
|
|
|
$
|
54.15
|
|
|
2.9
|
|
|
—
|
|
Nonvested Service Based Restricted Stock Units
|
Number
of Units
|
|
Weighted Average
Grant Date Fair Value
|
|||
Balance at December 31, 2012
|
11,387
|
|
|
$
|
21.52
|
|
Granted
|
11,898
|
|
|
$
|
20.49
|
|
Vested
|
23,285
|
|
|
$
|
21.52
|
|
Balance at December 31, 2013
|
—
|
|
|
$
|
—
|
|
|
2013
|
|
2012
|
||||
Projected benefit obligation, beginning of year
|
$
|
26,741
|
|
|
$
|
25,828
|
|
Service cost
|
225
|
|
|
889
|
|
||
Interest cost
|
653
|
|
|
712
|
|
||
Actuarial (gain) loss
|
(888
|
)
|
|
3,059
|
|
||
Benefits paid
|
(101
|
)
|
|
(29
|
)
|
||
Settlement loss
|
(3,099
|
)
|
|
(3,718
|
)
|
||
Projected benefit obligation, end of year
|
$
|
23,531
|
|
|
$
|
26,741
|
|
|
|
|
|
||||
Fair value of assets, beginning of year
|
$
|
60,097
|
|
|
$
|
60,953
|
|
Actual return on assets
|
2,378
|
|
|
3,543
|
|
||
Settlements
|
(3,099
|
)
|
|
(3,718
|
)
|
||
Benefits and expenses paid
|
(728
|
)
|
|
(681
|
)
|
||
Fair value of assets, end of year
|
$
|
58,648
|
|
|
$
|
60,097
|
|
|
|
|
|
|
|
||
Funded status at end of year
|
$
|
35,117
|
|
|
$
|
33,356
|
|
|
|
|
|
|
|
||
Ratio of plan assets to projected benefit obligation
|
249
|
%
|
|
225
|
%
|
|
2013
|
|
2012
|
|
2011
|
||||||
Service cost
|
$
|
225
|
|
|
$
|
889
|
|
|
$
|
3,059
|
|
Interest cost
|
653
|
|
|
712
|
|
|
1,225
|
|
|||
Expected return on assets
|
(443
|
)
|
|
(2,315
|
)
|
|
(3,038
|
)
|
|||
Amortization of prior service costs
|
—
|
|
|
440
|
|
|
649
|
|
|||
Amortization of loss
|
326
|
|
|
48
|
|
|
—
|
|
|||
Settlement charges
|
739
|
|
|
1,162
|
|
|
3,698
|
|
|||
One-time charge in connection with an increase in benefits for certain participants
|
—
|
|
|
—
|
|
|
1,401
|
|
|||
Curtailment charge
|
—
|
|
|
2,063
|
|
|
2,173
|
|
|||
Net periodic pension cost
|
$
|
1,500
|
|
|
$
|
2,999
|
|
|
$
|
9,167
|
|
Other changes in plan assets and obligations recognized in Other comprehensive income:
|
|
|
|
|
|
||||||
Prior service cost
|
—
|
|
|
(2,503
|
)
|
|
(769
|
)
|
|||
(Gain) loss
|
(3,260
|
)
|
|
1,275
|
|
|
(2,531
|
)
|
|||
Total other comprehensive income
|
(3,260
|
)
|
|
(1,228
|
)
|
|
(3,300
|
)
|
|||
Total net periodic pension cost and other comprehensive income (loss)
|
$
|
(1,760
|
)
|
|
$
|
1,771
|
|
|
$
|
5,867
|
|
|
|
|
|
|
|
|
2013
|
|
2012
|
||
Discount rate
|
4.37
|
%
|
|
3.27
|
%
|
Rate of compensation increase
|
N/A
|
|
|
N/A
|
|
|
December 31,
2013 |
|
December 31,
2012 |
|
December 31,
2011 |
Discount rate
|
4.37%
|
|
3.50%
|
|
4.59%
|
Expected long term rate on plan assets
|
—%
|
|
4.75%
|
|
5.00%
|
Rate of compensation increase
|
N/A
|
|
N/A
|
|
3.75%
|
•
|
invest assets in a manner such that contributions remain within a reasonable range and future assets are available to fund liabilities;
|
•
|
maintain liquidity sufficient to pay current benefits when due; and
|
•
|
diversify, over time, among asset classes so assets earn a reasonable return with acceptable risk of capital loss.
|
Asset Category:
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash
|
$
|
115
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
115
|
|
Money market funds
|
697
|
|
|
—
|
|
|
—
|
|
|
697
|
|
||||
U.S. treasury securities
|
57,836
|
|
|
—
|
|
|
—
|
|
|
57,836
|
|
||||
Total
|
$
|
58,648
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
58,648
|
|
|
|
|
|
|
|
|
|
Asset Category:
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Common/collective trusts
(a)
|
$
|
—
|
|
|
$
|
34,936
|
|
|
$
|
—
|
|
|
$
|
34,936
|
|
Mutual funds
(b)
|
—
|
|
|
23,756
|
|
|
—
|
|
|
23,756
|
|
||||
Money market funds
|
478
|
|
|
—
|
|
|
—
|
|
|
478
|
|
||||
Other
|
—
|
|
|
—
|
|
|
927
|
|
|
927
|
|
||||
Total
|
$
|
478
|
|
|
$
|
58,692
|
|
|
$
|
927
|
|
|
$
|
60,097
|
|
|
|
|
|
|
|
|
|
(a)
|
Common/collective trusts invest in 67% U.S. short maturity fixed income investments, 25% U. S. large cap equities and 8% international equities.
|
(b)
|
One hundred percent of mutual funds invest in a short term fixed income fund.
|
|
2013
|
|
2012
|
||||
Balance, beginning of year
|
$
|
927
|
|
|
$
|
810
|
|
Sales
|
(1,648
|
)
|
|
—
|
|
||
Realized gain on sale
|
721
|
|
|
—
|
|
||
Unrealized gains relating to instruments still held at the reporting date
|
—
|
|
|
117
|
|
||
Balance, end of year
|
$
|
—
|
|
|
$
|
927
|
|
|
|
|
|
Year Ended
|
Expected Benefit
Payments
|
||
2014
|
$
|
11,739
|
|
2015
|
616
|
|
|
2016
|
752
|
|
|
2017
|
757
|
|
|
2018
|
863
|
|
|
2019-2023
|
5,908
|
|
|
Defined Benefit Pension Items
|
|
Unrealized Gains and (Losses) on Available-for-Sale Securities
|
|
Total
|
||||||
Accumulated other comprehensive loss at December 31, 2012
|
$
|
(8,652
|
)
|
|
$
|
—
|
|
|
$
|
(8,652
|
)
|
Other comprehensive income before reclassifications
|
2,191
|
|
|
(2,218
|
)
|
|
(27
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
1,069
|
|
|
93
|
|
|
1,162
|
|
|||
Net current year other comprehensive income (loss)
|
3,260
|
|
|
(2,125
|
)
|
|
1,135
|
|
|||
Accumulated other comprehensive loss at December 31, 2013
|
$
|
(5,392
|
)
|
|
$
|
(2,125
|
)
|
|
$
|
(7,517
|
)
|
|
|
Amount Reclassified from Accumulated Other Comprehensive Loss
|
|
|
||
Details about Accumulated Other Comprehensive Loss Components
|
|
2013
|
|
Affected Line in the Consolidated Statements of Operations
|
||
Defined Benefit Pension Items
|
|
|
|
|
||
Amortization of loss
|
|
$
|
326
|
|
|
Net periodic pension costs, Note 17.
Employee Benefit Plans
|
Settlement cost
|
|
743
|
|
|
Net periodic pension costs, Note 17.
Employee Benefit Plans
|
|
|
|
1,069
|
|
|
Net of tax
|
|
|
|
|
|
|
||
Net unrealized gain for sale of available-for-sale securities
|
|
93
|
|
|
Investment income, net
|
|
Total reclassifications for the period
|
|
$
|
1,162
|
|
|
Net of tax
|
|
2013
|
|
2012
|
|
2011
|
||||||
CAPITAL EXPENDITURES:
|
|
|
|
|
|
||||||
Residential real estate
|
$
|
12,284
|
|
|
$
|
7,679
|
|
|
$
|
12,023
|
|
Commercial real estate
|
2,388
|
|
|
3,829
|
|
|
11,833
|
|
|||
Resorts, leisure and leasing operations
|
23,486
|
|
|
9,023
|
|
|
4,007
|
|
|||
Forestry
|
3,678
|
|
|
2,701
|
|
|
2,766
|
|
|||
Other
|
224
|
|
|
163
|
|
|
93
|
|
|||
Total capital expenditures
|
$
|
42,060
|
|
|
$
|
23,395
|
|
|
$
|
30,722
|
|
|
|
|
|
|
|
|
December 31,
2013 |
|
December 31, 2012
|
||||
TOTAL ASSETS:
|
|
|
|
||||
Residential real estate
|
$
|
141,097
|
|
|
$
|
141,526
|
|
Commercial real estate
|
62,924
|
|
|
64,961
|
|
||
Rural land
|
6,147
|
|
|
6,219
|
|
||
Resorts, leisure and leasing operations
(e)
|
142,940
|
|
|
125,596
|
|
||
Forestry
|
54,742
|
|
|
53,839
|
|
||
Other
|
261,622
|
|
|
253,380
|
|
||
Total assets
|
$
|
669,472
|
|
|
$
|
645,521
|
|
(a)
|
Includes impairment losses of $0.2 million and $337.6 million in 2013 and 2011, respectively.
|
(b)
|
Includes impairment losses of $38.2 million in 2011.
|
(c)
|
Includes impairment losses of $4.9 million, $2.6 million and $1.4 million in 2013, 2012 and 2011, respectively.
|
(d)
|
Includes pension charges of $2.1 million and $5.9 million in 2012 and 2011, respectively.
|
(e)
|
Includes $2.2 million of investment in equity method investees at December 31, 2013 and 2012.
|
|
Quarters Ended
|
||||||||||||||
|
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
||||||||
2013
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
$
|
33,868
|
|
|
$
|
36,827
|
|
|
$
|
33,788
|
|
|
$
|
26,773
|
|
Operating income (loss)
|
$
|
(1,964
|
)
|
|
$
|
3,383
|
|
|
$
|
1,583
|
|
|
$
|
(2,225
|
)
|
Net income (loss) attributable to the Company
|
$
|
562
|
|
|
$
|
4,198
|
|
|
$
|
2,704
|
|
|
$
|
(2,474
|
)
|
Basic and diluted income (loss) per share attributable to the Company
|
$
|
—
|
|
|
$
|
0.05
|
|
|
$
|
0.03
|
|
|
$
|
(0.03
|
)
|
2012
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
$
|
22,614
|
|
|
$
|
55,907
|
|
|
$
|
30,357
|
|
|
$
|
30,518
|
|
Operating income (loss)
|
$
|
(9,258
|
)
|
|
$
|
15,360
|
|
|
$
|
(2,367
|
)
|
|
$
|
(1,601
|
)
|
Net income (loss) attributable to the Company
|
$
|
(8,630
|
)
|
|
$
|
15,340
|
|
|
$
|
176
|
|
|
$
|
(874
|
)
|
Basic and diluted income (loss) per share attributable to the Company
|
$
|
(0.09
|
)
|
|
$
|
0.17
|
|
|
$
|
—
|
|
|
$
|
(0.01
|
)
|
|
|
Initial Cost to Company
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Description
|
|
Encumbrances
|
|
Land
|
|
Buildings &
Improvements
|
|
Costs
Capitalized
Subsequent to
Acquisition
(1)
|
|
Land & Land
Improvements
|
|
Buildings and
Improvements
|
|
Total
|
|
Accumulated
Depreciation
|
||||||||||||||||
Land with infrastructure
|
|
$
|
3,428
|
|
|
$
|
12,390
|
|
|
$
|
7,929
|
|
|
$
|
51,792
|
|
|
$
|
64,182
|
|
|
$
|
7,929
|
|
|
$
|
72,111
|
|
|
$
|
923
|
|
Buildings
|
|
—
|
|
|
16,551
|
|
|
25,153
|
|
|
99,899
|
|
|
48,592
|
|
|
92,465
|
|
|
141,057
|
|
|
50,899
|
|
||||||||
Residential and resorts and leisure
|
|
8,085
|
|
|
71,774
|
|
|
1,884
|
|
|
84,894
|
|
|
159,098
|
|
|
—
|
|
|
159,098
|
|
|
843
|
|
||||||||
Timberlands
|
|
—
|
|
|
25,589
|
|
|
—
|
|
|
30,146
|
|
|
55,735
|
|
|
—
|
|
|
55,735
|
|
|
831
|
|
||||||||
Unimproved land
|
|
—
|
|
|
5,965
|
|
|
—
|
|
|
2,298
|
|
|
8,263
|
|
|
—
|
|
|
8,263
|
|
|
—
|
|
||||||||
Total
|
|
$
|
11,513
|
|
|
$
|
132,269
|
|
|
$
|
34,966
|
|
|
$
|
269,029
|
|
|
$
|
335,870
|
|
|
$
|
100,394
|
|
|
$
|
436,264
|
|
|
$
|
53,496
|
|
(1)
|
Includes cumulative impairments.
|
(A)
|
The aggregate cost of real estate owned at December 31, 2013 for federal income tax purposes is approximately $699 million.
|
(B)
|
Reconciliation of real estate owned (in thousands of dollars):
|
|
2013
|
|
2012
|
|
2011
|
||||||
Balance at beginning of the year
|
$
|
418,197
|
|
|
$
|
429,431
|
|
|
$
|
799,506
|
|
Amounts capitalized
|
44,795
|
|
|
21,058
|
|
|
28,309
|
|
|||
Impairments
|
(5,080
|
)
|
|
(2,551
|
)
|
|
(377,270
|
)
|
|||
Cost of real estate sold
|
(22,022
|
)
|
|
(27,248
|
)
|
|
(10,444
|
)
|
|||
Amounts retired or adjusted
|
374
|
|
|
(2,493
|
)
|
|
(10,670
|
)
|
|||
Balance at the end of the year
|
$
|
436,264
|
|
|
$
|
418,197
|
|
|
$
|
429,431
|
|
|
|
|
|
|
|
(C)
|
Reconciliation of accumulated depreciation (in thousands of dollars):
|
|
2013
|
|
2012
|
|
2011
|
||||||
Balance at beginning of the year
|
$
|
49,772
|
|
|
$
|
44,489
|
|
|
$
|
41,992
|
|
Depreciation expense
|
6,547
|
|
|
7,494
|
|
|
12,215
|
|
|||
Amounts retired or adjusted
|
(2,823
|
)
|
|
(2,211
|
)
|
|
(9,718
|
)
|
|||
Balance at the end of the year
|
$
|
53,496
|
|
|
$
|
49,772
|
|
|
$
|
44,489
|
|
|
|
|
|
|
|
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
|
|
4%
|
|
August 2015
|
|
P&I
(a)
|
|
—
|
|
$
|
3,416
|
|
|
—
|
Seller financing
|
|
4% for the first twelve months; 6% for the second twelve months
|
|
February 2015
|
|
(b)
|
|
—
|
|
1,291
|
|
|
—
|
|
Various other seller financing
|
|
5%
|
|
October 2016 and December 2016
|
|
P&I
(c)
|
|
—
|
|
647
|
|
|
—
|
|
Total
(d)
|
|
|
|
|
|
|
|
|
|
$
|
5,354
|
|
|
|
(a)
|
Principal and interest is paid quarterly over a ten 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)
|
Payments are made in varying amounts over the life to maturity. On the maturity date, all outstanding principal, all accrued interest and any other customary charges shall be due and payable in full.
|
(c)
|
Principal and interest is paid monthly.
|
(d)
|
The aggregate cost for federal income tax purposes approximates the amount of unpaid principal.
|
|
2013
|
|
2012
|
|
2011
|
||||||
Balance at beginning of the year
|
$
|
1,158
|
|
|
$
|
1,752
|
|
|
$
|
2,617
|
|
Additions during the year - new mortgage loans
|
5,854
|
|
|
—
|
|
|
681
|
|
|||
Deductions during the year
|
|
|
|
|
|
||||||
Collections of principal
|
1,363
|
|
|
594
|
|
|
1,546
|
|
|||
Foreclosures
|
295
|
|
|
—
|
|
|
—
|
|
|||
Balance at the end of the year
|
$
|
5,354
|
|
|
$
|
1,158
|
|
|
$
|
1,752
|
|
|
|
|
|
|
|
FAIRHOLME CAPITAL MANAGEMENT, L.L.C
.
|
|
THE ST. JOE COMPANY
|
||||
By:
|
/s/ Bruce R. Berkowitz
|
|
By:
|
/s/ Park Brady
|
||
|
Name:
|
Bruce R. Berkowitz
|
|
|
Name:
|
Park Brady
|
|
Title:
|
Managing Member
|
|
|
Title:
|
Chief Executive Officer
|
|
% of Investment Account*
|
|
Instrument
|
Minimum
|
Maximum
|
Cash & Cash Equivalents ** (Investment Grade)
|
50%
|
100%
|
Investment in any one issuer, on a consolidated basis (excluding U.S. Government)
|
0%
|
10%
|
•
|
No investments in common equity
|
•
|
All securities to be custodied in cash-only account
|
•
|
No investments in shares of any fund advised by Manager (provided that, except as otherwise required by law, there shall be no restriction on investing in securities or other instruments held by any such fund)
|
•
|
The average duration for fixed coupon bonds or fixed dividend preferred stock must be less than ten years. This restriction excludes variable interest rate bonds and variable dividend rate preferred.
|
By:
|
/s/ Bruce R. Berkowitz
|
|
By:
|
/s/ Park Brady
|
|
Bruce R. Berkowitz
|
|
|
Park Brady
|
1.
|
Definitions
|
2.
|
Term of Employment
|
3.
|
Position and Duties
|
4.
|
Compensation and Other Benefits
|
5.
|
Termination of Employment
|
6.
|
Obligations of the Company upon Termination of Employment
|
7.
|
Effect of Termination
|
8.
|
Executive’s Commitment to the Company
|
9.
|
Successors
|
10.
|
Section 280G and Section 409A.
|
11.
|
Full Settlement; Mitigation
|
12.
|
Indemnification
|
13.
|
Miscellaneous
|
COMPANY NAME
|
STATE OF
ORGANIZATION
|
Artisan Park, L.L.C.
|
DE
|
Arvida Realty, LLC
|
FL
|
Crooked Creek Utility Company
|
FL
|
East San Marco, LLC
|
FL
|
Florida Timber Finance I, LLC
|
DE
|
Florida Timber Finance II, LLC
|
DE
|
Florida Timber Finance III, LLC
|
DE
|
Georgia Timber Finance I, LLC
|
DE
|
Panama City Beach Venture, LLC
|
DE
|
Paradise Pointe, L.L.C.
|
FL
|
Park Point Land, LLC
|
FL
|
Plume Street, LLC
|
DE
|
Plume Street Manager, LLC
|
DE
|
Residential Community Title Company
|
DE
|
SJPPN, LLC
|
FL
|
Southeastern Land Ventures, LLC
|
DE
|
St. James Island Utility Company
|
FL
|
St. Joe Central Florida Contracting, Inc.
|
FL
|
St. Joe Community Sales, Inc.
|
FL
|
St. Joe Resort Operations, LLC
|
FL
|
St. Joe-SouthWood Properties, Inc.
|
FL
|
St. Joe Timberland Company of Delaware, L.L.C.
|
DE
|
St. Joe Utilities Company
|
FL
|
SweetTea Publishing, L.L.C.
|
FL
|
Talisman Sugar Corporation
|
FL
|
1.
|
I have reviewed this annual report on Form 10-K for the year ended
December 31, 2013
of The St. Joe Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Park Brady
|
|
Park Brady
Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K for the year ended
December 31, 2013
of The St. Joe Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Marek Bakun
|
|
Marek Bakun
Chief Financial Officer
|
|
/s/ Park Brady
|
|
Park Brady
Chief Executive Officer
|
|
/s/ Marek Bakun
|
|
Marek Bakun
Chief Financial Officer
|