|
|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
Florida
|
|
59-0432511
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
||
133 South WaterSound Parkway
WaterSound, Florida
|
|
32413
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
Large accelerated filer
|
þ
|
Accelerated filer
|
¨
|
|
|
|
|
Non-accelerated filer
|
¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
¨
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|
Page No.
|
|
|
|
|
|
September 30,
2015 |
|
December 31,
2014 |
||||
ASSETS
|
|
|
|
||||
Investment in real estate, net
|
$
|
315,537
|
|
|
$
|
321,812
|
|
Cash and cash equivalents
|
157,887
|
|
|
34,515
|
|
||
Investments
|
252,025
|
|
|
636,878
|
|
||
Restricted investments (Note 15)
|
7,156
|
|
|
7,940
|
|
||
Notes receivable, net
|
2,893
|
|
|
24,270
|
|
||
Pledged cash and treasury securities
|
25,324
|
|
|
25,670
|
|
||
Property and equipment, net of accumulated depreciation of $61.3 million and $60.3 million at September 30, 2015 and December 31, 2014, respectively
|
10,267
|
|
|
10,203
|
|
||
Other assets
|
32,647
|
|
|
31,990
|
|
||
Investments held by special purpose entities (Note 5)
|
208,720
|
|
|
209,857
|
|
||
Total assets
|
$
|
1,012,456
|
|
|
$
|
1,303,135
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
LIABILITIES:
|
|
|
|
||||
Debt
|
$
|
69,726
|
|
|
$
|
63,804
|
|
Accounts payable
|
6,469
|
|
|
12,554
|
|
||
Accrued liabilities and deferred credits
|
44,139
|
|
|
34,911
|
|
||
Deferred tax liabilities
|
37,542
|
|
|
34,824
|
|
||
Senior Notes held by special purpose entity (Note 5)
|
177,418
|
|
|
177,341
|
|
||
Total liabilities
|
335,294
|
|
|
323,434
|
|
||
EQUITY:
|
|
|
|
||||
Common stock, no par value; 180,000,000 shares authorized; 92,332,565 and 92,322,905 issued at September 30, 2015 and December 31, 2014, respectively; and 75,329,557 and 92,302,636 outstanding at September 30, 2015 and December 31, 2014, respectively
|
892,387
|
|
|
892,237
|
|
||
Retained earnings
|
81,392
|
|
|
80,582
|
|
||
Accumulated other comprehensive income (loss)
|
139
|
|
|
(1,325
|
)
|
||
Treasury stock at cost, 17,003,008 and 20,269 held at September 30, 2015 and December 31, 2014, respectively
|
(305,209
|
)
|
|
(285
|
)
|
||
Total stockholders’ equity
|
668,709
|
|
|
971,209
|
|
||
Non-controlling interest
|
8,453
|
|
|
8,492
|
|
||
Total equity
|
677,162
|
|
|
979,701
|
|
||
Total liabilities and equity
|
$
|
1,012,456
|
|
|
$
|
1,303,135
|
|
|
September 30,
2015 |
|
December 31,
2014 |
||||
ASSETS
|
|
|
|
||||
Investment in real estate, net
|
$
|
46,370
|
|
|
$
|
43,709
|
|
Cash and cash equivalents
|
3,580
|
|
|
3,455
|
|
||
Other assets
|
9,540
|
|
|
8,781
|
|
||
Investments held by special purpose entities (Note 5)
|
208,720
|
|
|
209,857
|
|
||
Total assets
|
$
|
268,210
|
|
|
$
|
265,802
|
|
LIABILITIES
|
|
|
|
||||
Long-term debt
|
$
|
37,625
|
|
|
$
|
31,618
|
|
Accounts payable
|
232
|
|
|
1,511
|
|
||
Accrued liabilities and deferred credits
|
2,209
|
|
|
4,142
|
|
||
Senior Notes held by special purpose entity (Note 5)
|
177,418
|
|
|
177,341
|
|
||
Total liabilities
|
$
|
217,484
|
|
|
$
|
214,612
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Real estate sales
|
$
|
4,880
|
|
|
$
|
3,919
|
|
|
$
|
24,337
|
|
|
$
|
630,574
|
|
Resorts and leisure revenues
|
18,537
|
|
|
16,913
|
|
|
45,657
|
|
|
40,392
|
|
||||
Leasing revenues
|
2,528
|
|
|
2,054
|
|
|
6,741
|
|
|
4,931
|
|
||||
Timber sales
|
1,885
|
|
|
1,061
|
|
|
6,033
|
|
|
10,300
|
|
||||
Total revenues
|
27,830
|
|
|
23,947
|
|
|
82,768
|
|
|
686,197
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of real estate sales
|
2,480
|
|
|
2,068
|
|
|
12,204
|
|
|
84,592
|
|
||||
Cost of resorts and leisure revenues
|
14,720
|
|
|
13,743
|
|
|
38,220
|
|
|
34,424
|
|
||||
Cost of leasing revenues
|
734
|
|
|
585
|
|
|
1,996
|
|
|
1,435
|
|
||||
Cost of timber sales
|
201
|
|
|
243
|
|
|
643
|
|
|
4,337
|
|
||||
Other operating and corporate expenses
|
9,847
|
|
|
6,469
|
|
|
24,696
|
|
|
22,255
|
|
||||
Administrative costs associated with special purpose entities
|
—
|
|
|
—
|
|
|
—
|
|
|
3,746
|
|
||||
Depreciation, depletion and amortization
|
2,231
|
|
|
2,174
|
|
|
7,281
|
|
|
6,213
|
|
||||
Total expenses
|
30,213
|
|
|
25,282
|
|
|
85,040
|
|
|
157,002
|
|
||||
Operating (loss) income
|
(2,383
|
)
|
|
(1,335
|
)
|
|
(2,272
|
)
|
|
529,195
|
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
Investment income, net
|
9,125
|
|
|
3,367
|
|
|
19,776
|
|
|
7,592
|
|
||||
Interest expense
|
(2,875
|
)
|
|
(2,950
|
)
|
|
(8,397
|
)
|
|
(5,839
|
)
|
||||
Other, net
|
135
|
|
|
387
|
|
|
(6,302
|
)
|
|
1,734
|
|
||||
Total other income
|
6,385
|
|
|
804
|
|
|
5,077
|
|
|
3,487
|
|
||||
Income (loss) before equity in loss from unconsolidated affiliates and income taxes
|
4,002
|
|
|
(531
|
)
|
|
2,805
|
|
|
532,682
|
|
||||
Equity in loss from unconsolidated affiliates
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
(32
|
)
|
||||
Income tax (expense) benefit
|
(1,244
|
)
|
|
386
|
|
|
(2,034
|
)
|
|
(115,209
|
)
|
||||
Net income (loss)
|
2,758
|
|
|
(156
|
)
|
|
771
|
|
|
417,441
|
|
||||
Net loss attributable to non-controlling interest
|
14
|
|
|
106
|
|
|
39
|
|
|
112
|
|
||||
Net income (loss) attributable to the Company
|
$
|
2,772
|
|
|
$
|
(50
|
)
|
|
$
|
810
|
|
|
$
|
417,553
|
|
|
|
|
|
|
|
|
|
||||||||
NET INCOME (LOSS) PER SHARE
|
|
|
|
|
|
|
|
||||||||
Basic and Diluted
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding
|
92,026,894
|
|
|
92,295,213
|
|
|
92,088,253
|
|
|
92,297,467
|
|
||||
Net income (loss) per share attributable to the Company
|
$
|
0.03
|
|
|
$
|
—
|
|
|
$
|
0.01
|
|
|
$
|
4.52
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net income (loss):
|
$
|
2,758
|
|
|
$
|
(156
|
)
|
|
$
|
771
|
|
|
$
|
417,441
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
||||||||
Net unrealized gains (loss) related to available-for-sale securities
|
3,710
|
|
|
(3,202
|
)
|
|
6,956
|
|
|
(3,480
|
)
|
||||
Reclassification of other-than-temporary impairment losses included in earnings
|
—
|
|
|
1,295
|
|
|
—
|
|
|
1,295
|
|
||||
Reclassification of realized (gains) losses included in earnings
|
(5,276
|
)
|
|
—
|
|
|
(5,276
|
)
|
|
833
|
|
||||
Income tax
|
1,057
|
|
|
734
|
|
|
(216
|
)
|
|
519
|
|
||||
Total
|
(509
|
)
|
|
(1,173
|
)
|
|
1,464
|
|
|
(833
|
)
|
||||
Defined benefit pension items:
|
|
|
|
|
|
|
|
||||||||
Net loss (gain) arising during the period
|
—
|
|
|
94
|
|
|
—
|
|
|
(502
|
)
|
||||
Settlement included in net periodic cost
|
—
|
|
|
529
|
|
|
—
|
|
|
969
|
|
||||
Amortization of loss included in net periodic cost
|
—
|
|
|
115
|
|
|
—
|
|
|
373
|
|
||||
Income tax
|
—
|
|
|
(284
|
)
|
|
—
|
|
|
(324
|
)
|
||||
Total
|
—
|
|
|
454
|
|
|
—
|
|
|
516
|
|
||||
Total other comprehensive (loss) income, net of tax
|
(509
|
)
|
|
(719
|
)
|
|
1,464
|
|
|
(317
|
)
|
||||
Total comprehensive income (loss), net of tax
|
$
|
2,249
|
|
|
$
|
(875
|
)
|
|
$
|
2,235
|
|
|
$
|
417,124
|
|
|
Common Stock
|
|
Retained Earnings
|
|
Accumulated
Other
Comprehensive
(Loss) Income
|
|
|
|
|
|
|
|||||||||||||||
|
Outstanding
Shares
|
|
Amount
|
|
Treasury
Stock
|
|
Non-controlling
Interest
|
|
Total
|
|||||||||||||||||
Balance at December 31, 2014
|
92,302,636
|
|
|
$
|
892,237
|
|
|
$
|
80,582
|
|
|
$
|
(1,325
|
)
|
|
$
|
(285
|
)
|
|
$
|
8,492
|
|
|
$
|
979,701
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
810
|
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
771
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
1,464
|
|
|
—
|
|
|
—
|
|
|
1,464
|
|
||||||
Repurchase of common shares
|
(16,982,739
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(304,924
|
)
|
|
—
|
|
|
(304,924
|
)
|
||||||
Issuance of common stock for director’s fees
|
9,660
|
|
|
150
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
150
|
|
||||||
Balance at September 30, 2015
|
75,329,557
|
|
|
$
|
892,387
|
|
|
$
|
81,392
|
|
|
$
|
139
|
|
|
$
|
(305,209
|
)
|
|
$
|
8,453
|
|
|
$
|
677,162
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30, |
||||||
|
2015
|
|
2014
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
771
|
|
|
$
|
417,441
|
|
Adjustments to reconcile net income to net cash from operating activities:
|
|
|
|
||||
Depreciation, depletion and amortization
|
7,281
|
|
|
6,213
|
|
||
Stock based compensation
|
150
|
|
|
210
|
|
||
(Gain) loss on sale of investments
|
(5,276
|
)
|
|
833
|
|
||
Other-than-temporary impairment losses
|
—
|
|
|
1,295
|
|
||
Equity in loss in from unconsolidated affiliates
|
—
|
|
|
32
|
|
||
Deferred income tax
|
2,502
|
|
|
51,037
|
|
||
Cost of real estate sold
|
10,932
|
|
|
73,424
|
|
||
Expenditures for and acquisition of real estate to be sold
|
(5,445
|
)
|
|
(6,059
|
)
|
||
Notes receivable financed by the Company for operating properties sold
|
—
|
|
|
(19,600
|
)
|
||
Timber Note (Note 5)
|
—
|
|
|
(200,000
|
)
|
||
Deferred revenue
|
(64
|
)
|
|
(13,562
|
)
|
||
Accretion income and other
|
(1,658
|
)
|
|
(1,530
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Payments received on notes receivables
|
21,441
|
|
|
2,292
|
|
||
Other assets
|
883
|
|
|
(4,333
|
)
|
||
Accounts payable and accrued liabilities
|
4,543
|
|
|
4,812
|
|
||
Income taxes
|
(469
|
)
|
|
10,392
|
|
||
Net cash provided by operating activities
|
35,591
|
|
|
322,897
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Expenditures for Pier Park North joint venture (Note 8)
|
(5,462
|
)
|
|
(20,402
|
)
|
||
Purchases of property and equipment
|
(2,287
|
)
|
|
(1,869
|
)
|
||
Purchases of investments
|
(239,740
|
)
|
|
(634,754
|
)
|
||
Maturities of investments
|
310,000
|
|
|
100,000
|
|
||
Sales of investments
|
322,847
|
|
|
83,239
|
|
||
Sales of restricted investments (Note 15)
|
877
|
|
|
—
|
|
||
Investment and maturities of assets held by special purpose entities (Note 5)
|
787
|
|
|
(6,921
|
)
|
||
Contributions to unconsolidated affiliates
|
—
|
|
|
(148
|
)
|
||
Net cash provided by (used in) investing activities
|
387,022
|
|
|
(480,855
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Repurchase of common shares
|
(304,924
|
)
|
|
—
|
|
||
Borrowings on construction loan in Pier Park joint venture (Note 8)
|
6,007
|
|
|
22,477
|
|
||
Principal payments for long term debt
|
(324
|
)
|
|
(571
|
)
|
||
Issuance of Senior Notes by special purpose entity net of discount and issuance costs of $4.3 million for 2014 (Note 5)
|
—
|
|
|
175,740
|
|
||
Net cash (used in) provided by financing activities
|
(299,241
|
)
|
|
197,646
|
|
||
Net increase in cash and cash equivalents
|
123,372
|
|
|
39,688
|
|
||
Cash and cash equivalents at beginning of the period
|
34,515
|
|
|
21,894
|
|
||
Cash and cash equivalents at end of the period
|
$
|
157,887
|
|
|
$
|
61,582
|
|
|
|
Nine Months Ended
September 30, |
||||||
|
|
2015
|
|
2014
|
||||
Cash paid during the period for:
|
|
|
|
|
||||
Interest expense
|
|
$
|
9,991
|
|
|
$
|
5,206
|
|
Income taxes
|
|
$
|
—
|
|
|
$
|
53,780
|
|
|
|
|
|
|
||||
Non-cash financing and investing activities:
|
|
|
|
|
||||
Increase (decrease) in Community Development District debt
|
|
$
|
586
|
|
|
$
|
(5,007
|
)
|
Decrease in pledged treasury securities related to defeased debt
|
|
$
|
346
|
|
|
$
|
438
|
|
Expenditures for investing properties and property and equipment financed through accounts payable
|
|
$
|
1,394
|
|
|
$
|
5,289
|
|
Exchange of Timber Note for investments held by special purpose entity (Note 5)
|
|
$
|
—
|
|
|
$
|
200,000
|
|
Capital contributions to special purpose entity from non-controlling interest (Note 5)
|
|
$
|
—
|
|
|
$
|
3,492
|
|
|
September 30,
2015 |
|
December 31,
2014 |
||||
Development property:
|
|
|
|
||||
Residential real estate
|
$
|
101,671
|
|
|
$
|
102,408
|
|
Commercial real estate
|
55,188
|
|
|
59,405
|
|
||
Leasing operations
|
268
|
|
|
3,680
|
|
||
Forestry
|
3,069
|
|
|
3,278
|
|
||
Corporate
|
2,171
|
|
|
2,019
|
|
||
Total development property
|
162,367
|
|
|
170,790
|
|
||
|
|
|
|
||||
Operating property:
|
|
|
|
||||
Residential real estate
|
$
|
8,089
|
|
|
$
|
8,084
|
|
Resorts and leisure
|
109,342
|
|
|
110,136
|
|
||
Leasing operations
|
79,368
|
|
|
72,045
|
|
||
Forestry
|
18,911
|
|
|
18,839
|
|
||
Other
|
50
|
|
|
50
|
|
||
Total operating property
|
215,760
|
|
|
209,154
|
|
||
Less: Accumulated depreciation
|
62,590
|
|
|
58,132
|
|
||
Total operating property, net
|
153,170
|
|
|
151,022
|
|
||
Investment in real estate, net
|
$
|
315,537
|
|
|
$
|
321,812
|
|
•
|
a prolonged decrease in the fair value or demand for the Company’s properties;
|
•
|
a change in the expected use or development plans for the Company’s properties;
|
•
|
a material change in strategy that would affect the fair value of the Company’s properties;
|
•
|
continuing operating or cash flow losses for an operating property;
|
•
|
an accumulation of costs in excess of the projected costs for a development property; and
|
•
|
any other adverse change that may affect the fair value of the property.
|
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
||||||||
Debt securities:
|
|
|
|
|
|
|
|
||||||||
Commercial paper
(1)
|
$
|
98,962
|
|
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
98,984
|
|
U.S. Treasury securities
|
234,674
|
|
|
187
|
|
|
—
|
|
|
234,861
|
|
||||
Corporate debt securities
|
5,269
|
|
|
—
|
|
|
—
|
|
|
5,269
|
|
||||
Preferred stock
|
11,858
|
|
|
37
|
|
|
—
|
|
|
11,895
|
|
||||
|
$
|
350,763
|
|
|
$
|
246
|
|
|
$
|
—
|
|
|
$
|
351,009
|
|
(1)
|
Recorded in Cash and cash equivalents on the Company’s Condensed Consolidated Balance Sheets.
|
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
||||||||
Debt securities:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
$
|
509,783
|
|
|
$
|
32
|
|
|
$
|
—
|
|
|
$
|
509,815
|
|
Corporate debt securities
|
101,587
|
|
|
—
|
|
|
1,482
|
|
|
100,105
|
|
||||
Preferred stock
|
26,963
|
|
|
—
|
|
|
5
|
|
|
26,958
|
|
||||
|
$
|
638,333
|
|
|
$
|
32
|
|
|
$
|
1,487
|
|
|
$
|
636,878
|
|
|
As of September 30, 2015
|
|
As of December 31, 2014
|
||||||||||||||||||||||||||||
|
Less Than 12 Months
|
|
12 Months or Greater
|
|
Less Than 12 Months
|
|
12 Months or Greater
|
||||||||||||||||||||||||
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
||||||||||||||||
Corporate debt securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
85,845
|
|
|
$
|
1,294
|
|
|
$
|
14,260
|
|
|
$
|
188
|
|
|
Amortized Cost
|
|
Fair Value
|
||||
Due in one year or less
|
$
|
333,636
|
|
|
$
|
333,845
|
|
Due after one year through five years
|
5,269
|
|
|
5,269
|
|
||
|
338,905
|
|
|
339,114
|
|
||
Preferred stock
|
11,858
|
|
|
11,895
|
|
||
|
$
|
350,763
|
|
|
$
|
351,009
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Investment income, net
|
$
|
2,050
|
|
|
$
|
2,050
|
|
|
$
|
6,150
|
|
|
$
|
4,067
|
|
Interest expense
|
$
|
(2,189
|
)
|
|
$
|
(2,185
|
)
|
|
$
|
(6,566
|
)
|
|
$
|
(4,397
|
)
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Investment income, net
|
|
|
|
|
|
|
|
|
||||||||
Net investment income from available-for-sale securities
|
|
|
|
|
|
|
|
|
||||||||
Interest and dividend income
|
|
$
|
1,120
|
|
|
$
|
1,859
|
|
|
$
|
5,509
|
|
|
$
|
3,987
|
|
Accretion income
|
|
639
|
|
|
440
|
|
|
2,184
|
|
|
961
|
|
||||
Realized gains (losses) on the sale of investments
|
|
5,276
|
|
|
—
|
|
|
5,276
|
|
|
(833
|
)
|
||||
Other-than-temporary impairment losses
|
|
—
|
|
|
(1,295
|
)
|
|
—
|
|
|
(1,295
|
)
|
||||
Total net investment income from available-for-sale securities
|
|
7,035
|
|
|
1,004
|
|
|
12,969
|
|
|
2,820
|
|
||||
Interest income from investments in special purpose entities (Note 5)
|
|
2,050
|
|
|
2,050
|
|
|
6,150
|
|
|
4,067
|
|
||||
Interest accrued on notes receivable and other interest
|
|
40
|
|
|
313
|
|
|
657
|
|
|
705
|
|
||||
Total investment income, net
|
|
9,125
|
|
|
3,367
|
|
|
19,776
|
|
|
7,592
|
|
||||
Interest expense
|
|
|
|
|
|
|
|
|
||||||||
Interest expense and amortization of discount and issuance costs for Senior Notes issued by special purpose entity (Note 5)
|
|
(2,189
|
)
|
|
(2,185
|
)
|
|
(6,566
|
)
|
|
(4,397
|
)
|
||||
Interest expense
|
|
(686
|
)
|
|
(765
|
)
|
|
(1,831
|
)
|
|
(1,442
|
)
|
||||
Total interest expense
|
|
(2,875
|
)
|
|
(2,950
|
)
|
|
(8,397
|
)
|
|
(5,839
|
)
|
||||
Other, net
|
|
|
|
|
|
|
|
|
||||||||
Fees and expenses for the SEC investigation
|
|
(438
|
)
|
|
—
|
|
|
(7,869
|
)
|
|
—
|
|
||||
Accretion income from retained interest investments
|
|
237
|
|
|
226
|
|
|
674
|
|
|
656
|
|
||||
Hunting lease income
|
|
172
|
|
|
138
|
|
|
551
|
|
|
623
|
|
||||
Other income, net
|
|
164
|
|
|
23
|
|
|
342
|
|
|
455
|
|
||||
Other, net
|
|
135
|
|
|
387
|
|
|
(6,302
|
)
|
|
1,734
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total other income
|
|
$
|
6,385
|
|
|
$
|
804
|
|
|
$
|
5,077
|
|
|
$
|
3,487
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Fair Value
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
30,903
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30,903
|
|
Commercial paper
|
98,984
|
|
|
—
|
|
|
—
|
|
|
98,984
|
|
||||
Debt securities:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
234,861
|
|
|
—
|
|
|
—
|
|
|
234,861
|
|
||||
Corporate debt securities
|
—
|
|
|
5,269
|
|
|
—
|
|
|
5,269
|
|
||||
Preferred stock
|
—
|
|
|
11,895
|
|
|
—
|
|
|
11,895
|
|
||||
Restricted investments:
|
|
|
|
|
|
|
|
||||||||
Guaranteed income fund
|
—
|
|
|
7,156
|
|
|
—
|
|
|
7,156
|
|
||||
|
$
|
364,748
|
|
|
$
|
24,320
|
|
|
$
|
—
|
|
|
$
|
389,068
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Fair Value
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
19,971
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,971
|
|
Debt securities:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
509,815
|
|
|
—
|
|
|
—
|
|
|
509,815
|
|
||||
Corporate debt securities
|
—
|
|
|
100,105
|
|
|
—
|
|
|
100,105
|
|
||||
Preferred stock
|
—
|
|
|
26,958
|
|
|
—
|
|
|
26,958
|
|
||||
Restricted investments:
|
|
|
|
|
|
|
|
|
|||||||
Guaranteed income fund
|
—
|
|
|
7,940
|
|
|
—
|
|
|
7,940
|
|
||||
|
$
|
529,786
|
|
|
$
|
135,003
|
|
|
$
|
—
|
|
|
$
|
664,789
|
|
•
|
The fair value of the Company’s pledged treasury securities is based on quoted market prices in an active market.
|
•
|
The fair value of the Company’s retained interest investments is based on the present value of the expected future cash flows at the effective yield.
|
•
|
The fair value of the Investments held by special purpose entities is based on the present value of future cash flows at the current market rate. See
Note 5,
Real Estate Sales
.
|
•
|
The fair value of the Investments held by special purpose entities - U.S. Treasury securities are measured based on quoted market prices in an active market. See
Note 5,
Real Estate Sales
.
|
•
|
The fair value of the Senior Notes held by special purpose entity is based on the present value of future cash flows at the current market rate. See
Note 5,
Real Estate Sales
.
|
|
September 30, 2015
|
|
December 31, 2014
|
||||||||||||||||
|
Carrying
value
|
|
Fair value
|
|
Level
|
|
Carrying
value
|
|
Fair value
|
|
Level
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Pledged treasury securities
|
$
|
—
|
|
|
$
|
—
|
|
|
N/A
|
|
$
|
25,670
|
|
|
$
|
26,501
|
|
|
1
|
Retained interest investments
|
$
|
10,137
|
|
|
$
|
13,147
|
|
|
3
|
|
$
|
9,932
|
|
|
$
|
13,026
|
|
|
3
|
Investments held by special purpose entities (Note 5)
|
$
|
208,720
|
|
|
$
|
209,144
|
|
|
3
|
|
$
|
209,857
|
|
|
$
|
209,679
|
|
|
3
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Senior Notes held by special purpose entity (Note 5)
|
$
|
177,418
|
|
|
$
|
177,982
|
|
|
3
|
|
$
|
177,341
|
|
|
$
|
177,940
|
|
|
3
|
|
September 30,
2015 |
|
December 31,
2014 |
||||
BALANCE SHEETS:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
14,362
|
|
|
$
|
15,461
|
|
Other assets
|
58
|
|
|
57
|
|
||
Total assets
|
$
|
14,420
|
|
|
$
|
15,518
|
|
|
|
|
|
||||
Accounts payable and other liabilities
|
$
|
1,103
|
|
|
$
|
605
|
|
Equity
(1)
|
13,317
|
|
|
14,913
|
|
||
Total liabilities and equity
|
$
|
14,420
|
|
|
$
|
15,518
|
|
|
September 30,
2015 |
|
December 31,
2014 |
||||
Interest bearing homebuilder note for the RiverTown Sale, secured by the real estate sold — 5.25% interest rate, all accrued interest and remaining principal and interest payment due and paid in June 2015
|
$
|
—
|
|
|
$
|
19,600
|
|
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%
|
2,147
|
|
|
2,147
|
|
||
Interest bearing homebuilder notes, secured by the real estate sold — 4.0% interest rate, any remaining payments outstanding are due August 2016
|
256
|
|
|
2,011
|
|
||
Various mortgage notes, secured by certain real estate bearing interest at various rates
|
490
|
|
|
512
|
|
||
Total notes receivable, net
|
$
|
2,893
|
|
|
$
|
24,270
|
|
|
September 30,
2015 |
|
December 31,
2014 |
||||
Retained interest investments
|
$
|
10,137
|
|
|
$
|
9,932
|
|
Accounts receivable, net
|
4,401
|
|
|
4,385
|
|
||
Prepaid expenses
|
6,326
|
|
|
4,783
|
|
||
Straight line rent
|
3,716
|
|
|
2,869
|
|
||
Income tax receivable
|
1,247
|
|
|
778
|
|
||
Other assets
|
5,485
|
|
|
6,305
|
|
||
Accrued interest receivable for Senior Notes held by special purpose entity (Note 5)
|
1,335
|
|
|
2,938
|
|
||
Total other assets
|
$
|
32,647
|
|
|
$
|
31,990
|
|
|
September 30,
2015 |
|
December 31,
2014 |
||||
In-substance defeased debt, interest payable at 5.62%, secured and paid by pledged cash and treasury securities, due October 1, 2015
|
$
|
25,324
|
|
|
$
|
25,670
|
|
Community Development District debt, secured by certain real estate and standby note purchase agreements, due through May 2039, interest payable at 2.25% to 7.0%
|
6,777
|
|
|
6,516
|
|
||
Construction loan in the Pier Park North joint venture, due February 2016, bearing interest at LIBOR plus 210 basis points, or 2.30% and 2.26% at September 30, 2015 and December 31, 2014, respectively
|
37,625
|
|
|
31,618
|
|
||
Total debt
|
$
|
69,726
|
|
|
$
|
63,804
|
|
|
September 30,
2015 |
||
|
|
||
2015
|
25,324
|
|
|
2016
(1)
|
37,742
|
|
|
2017
|
121
|
|
|
2018
|
126
|
|
|
2019
|
130
|
|
|
Thereafter
|
6,283
|
|
|
|
$
|
69,726
|
|
(1
|
)
|
|
In October 2015, the Company’s Pier Park North joint venture refinanced its Construction Loan that would have matured in 2016. As a result, $37.6 million will no longer be due in 2016. The Refinanced Loan will mature in November 2025. See Note 8,
Real Estate Joint Ventures
.
|
|
September 30,
2015 |
|
December 31,
2014 |
||||
Accrued compensation
|
$
|
4,983
|
|
|
$
|
2,673
|
|
Deferred revenue
|
15,484
|
|
|
15,309
|
|
||
Membership deposits
|
7,731
|
|
|
8,426
|
|
||
Accruals for fees and expenses for the SEC investigation
|
5,781
|
|
|
—
|
|
||
Other accrued liabilities
|
9,447
|
|
|
5,651
|
|
||
Accrued interest expense for Senior Notes held by special purpose entity (Note 5)
|
713
|
|
|
2,852
|
|
||
Total accrued liabilities and deferred credits
|
$
|
44,139
|
|
|
$
|
34,911
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Tax expense (benefit) at the statutory federal rate
|
$
|
1,415
|
|
|
$
|
(180
|
)
|
|
$
|
996
|
|
|
$
|
186,428
|
|
State income tax expense (benefit) (net of federal benefit)
|
142
|
|
|
(18
|
)
|
|
100
|
|
|
18,643
|
|
||||
Decrease in valuation allowance
|
(87
|
)
|
|
81
|
|
|
(245
|
)
|
|
(90,083
|
)
|
||||
Costs for the SEC investigation
|
(256
|
)
|
|
—
|
|
|
1,092
|
|
|
—
|
|
||||
Other
|
30
|
|
|
(269
|
)
|
|
91
|
|
|
221
|
|
||||
Income tax expense (benefit)
|
$
|
1,244
|
|
|
$
|
(386
|
)
|
|
$
|
2,034
|
|
|
$
|
115,209
|
|
|
|
Three Months Ended September 30, 2014
|
|
Nine Months Ended September 30, 2014
|
||||
Interest cost
|
|
$
|
149
|
|
|
$
|
496
|
|
Expected loss on assets
|
|
137
|
|
|
412
|
|
||
Settlement charges
|
|
529
|
|
|
969
|
|
||
Amortization of loss
|
|
115
|
|
|
373
|
|
||
Net periodic pension cost
|
|
$
|
930
|
|
|
$
|
2,250
|
|
|
Defined Benefit Pension Items
|
|
Unrealized Gains and (Losses) on Available-for-Sale Securities
|
|
Total
|
||||||
Accumulated other comprehensive income at June 30, 2015
|
$
|
—
|
|
|
$
|
648
|
|
|
$
|
648
|
|
Other comprehensive income before reclassifications
|
—
|
|
|
2,245
|
|
|
2,245
|
|
|||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
(2,754
|
)
|
|
(2,754
|
)
|
|||
Other comprehensive loss
|
—
|
|
|
(509
|
)
|
|
(509
|
)
|
|||
Accumulated other comprehensive income at September 30, 2015
|
$
|
—
|
|
|
$
|
139
|
|
|
$
|
139
|
|
|
Defined Benefit Pension Items
|
|
Unrealized Gains and (Losses) on Available-for-Sale Securities
|
|
Total
|
||||||
Accumulated other comprehensive loss at December 31, 2014
|
$
|
—
|
|
|
$
|
(1,325
|
)
|
|
$
|
(1,325
|
)
|
Other comprehensive income before reclassifications
|
—
|
|
|
4,218
|
|
|
4,218
|
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
(2,754
|
)
|
|
(2,754
|
)
|
|||
Other comprehensive income
|
—
|
|
|
1,464
|
|
|
1,464
|
|
|||
Accumulated other comprehensive income at September 30, 2015
|
$
|
—
|
|
|
$
|
139
|
|
|
$
|
139
|
|
|
Defined Benefit Pension Items
|
|
Unrealized Gains and (Losses) on Available-for-Sale Securities
|
|
Total
|
||||||
Accumulated other comprehensive loss at June 30, 2014
|
$
|
(5,330
|
)
|
|
$
|
(1,785
|
)
|
|
$
|
(7,115
|
)
|
Other comprehensive loss before reclassifications
|
58
|
|
|
(1,969
|
)
|
|
(1,911
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
396
|
|
|
796
|
|
|
1,192
|
|
|||
Other comprehensive income
|
454
|
|
|
(1,173
|
)
|
|
(719
|
)
|
|||
Accumulated other comprehensive loss at September 30, 2014
|
$
|
(4,876
|
)
|
|
$
|
(2,958
|
)
|
|
$
|
(7,834
|
)
|
|
Defined Benefit Pension Items
|
|
Unrealized Gains and (Losses) on Available-for-Sale Securities
|
|
Total
|
||||||
Accumulated other comprehensive loss at December 31, 2013
|
$
|
(5,392
|
)
|
|
$
|
(2,125
|
)
|
|
$
|
(7,517
|
)
|
Other comprehensive loss before reclassifications
|
(309
|
)
|
|
(2,142
|
)
|
|
(2,451
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
825
|
|
|
1,309
|
|
|
2,134
|
|
|||
Other comprehensive income (loss)
|
516
|
|
|
(833
|
)
|
|
(317
|
)
|
|||
Accumulated other comprehensive loss at September 30, 2014
|
$
|
(4,876
|
)
|
|
$
|
(2,958
|
)
|
|
$
|
(7,834
|
)
|
|
|
Amount Reclassified from Accumulated Other Comprehensive Income (Loss)
|
|
|
||||||||||||||
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
|
|
||||||||||||
Details about Accumulated Other Comprehensive Income (Loss) Components
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
Affected Line in the Condensed Consolidated Statements of Operations
|
||||||||
Defined benefit pension items
|
|
|
|
|
|
|
|
|
|
|
||||||||
Amortization of loss
|
|
$
|
—
|
|
|
$
|
115
|
|
|
$
|
—
|
|
|
$
|
373
|
|
|
Net periodic pension costs, Note 15,
Employee Benefit Plans
|
Settlement cost
|
|
—
|
|
|
529
|
|
|
—
|
|
|
969
|
|
|
Net periodic pension costs, Note 15,
Employee Benefit Plans
|
||||
Total before tax
|
|
—
|
|
|
644
|
|
|
—
|
|
|
1,342
|
|
|
|
||||
Income tax
|
|
—
|
|
|
(248
|
)
|
|
—
|
|
|
(517
|
)
|
|
|
||||
Net of tax
|
|
—
|
|
|
396
|
|
|
—
|
|
|
825
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Items related to available-for-sale securities
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other-than-temporary impairment losses
|
|
—
|
|
|
1,295
|
|
|
—
|
|
|
1,295
|
|
|
Investment income, net, Note 4, Investments
|
||||
Realized (gain) loss on sale
|
|
(5,276
|
)
|
|
—
|
|
|
(5,276
|
)
|
|
833
|
|
|
Investment income, net, Note 4,
Investments
|
||||
Income tax
|
|
2,522
|
|
|
(499
|
)
|
|
2,522
|
|
|
(819
|
)
|
|
|
||||
Net of tax
|
|
(2,754
|
)
|
|
796
|
|
|
(2,754
|
)
|
|
1,309
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total reclassifications for the period, net of tax
|
|
$
|
(2,754
|
)
|
|
$
|
1,192
|
|
|
$
|
(2,754
|
)
|
|
$
|
2,134
|
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Operating Revenues
|
|
|
|
|
|
|
|
||||||||
Residential real estate
|
$
|
4,880
|
|
|
$
|
3,660
|
|
|
$
|
14,355
|
|
|
$
|
57,128
|
|
Commercial real estate
|
—
|
|
|
—
|
|
|
4,660
|
|
|
3,265
|
|
||||
Resorts and leisure
|
18,537
|
|
|
16,913
|
|
|
45,657
|
|
|
40,392
|
|
||||
Leasing operations
|
2,528
|
|
|
2,054
|
|
|
6,741
|
|
|
4,931
|
|
||||
Forestry
|
1,885
|
|
|
1,061
|
|
|
11,355
|
|
|
580,236
|
|
||||
Other
|
—
|
|
|
259
|
|
|
—
|
|
|
245
|
|
||||
Consolidated operating revenues
|
$
|
27,830
|
|
|
$
|
23,947
|
|
|
$
|
82,768
|
|
|
$
|
686,197
|
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) before equity in loss from unconsolidated affiliates and income taxes:
|
|
|
|
|
|
|
|
||||||||
Residential real estate
|
$
|
(1,603
|
)
|
|
$
|
(233
|
)
|
|
$
|
(1,553
|
)
|
|
$
|
25,901
|
|
Commercial real estate
|
(654
|
)
|
|
(552
|
)
|
|
(1,265
|
)
|
|
413
|
|
||||
Resorts and leisure
|
2,607
|
|
|
2,051
|
|
|
3,142
|
|
|
2,554
|
|
||||
Leasing operations
|
517
|
|
|
147
|
|
|
1,001
|
|
|
1,034
|
|
||||
Forestry
|
1,759
|
|
|
1,034
|
|
|
10,167
|
|
|
516,144
|
|
||||
Other
|
1,376
|
|
|
(2,978
|
)
|
|
(8,687
|
)
|
|
(13,364
|
)
|
||||
Consolidated income (loss) before equity in loss from unconsolidated affiliates and income taxes
|
$
|
4,002
|
|
|
$
|
(531
|
)
|
|
$
|
2,805
|
|
|
$
|
532,682
|
|
|
|
|
|
|
|
|
|
|
September 30,
2015 |
|
December 31, 2014
|
||||
Total Assets:
|
|
|
|
||||
Residential real estate
|
$
|
112,081
|
|
|
$
|
135,317
|
|
Commercial real estate
|
58,802
|
|
|
62,931
|
|
||
Resorts and leisure
|
76,403
|
|
|
79,021
|
|
||
Leasing operations
|
78,802
|
|
|
74,800
|
|
||
Forestry
|
21,860
|
|
|
20,521
|
|
||
Other
|
664,508
|
|
|
930,545
|
|
||
Total assets
|
$
|
1,012,456
|
|
|
$
|
1,303,135
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
Segment Operating Revenues
|
|
|
|
|
|
|
|
||||
Residential real estate
|
17.5
|
%
|
|
15.3
|
%
|
|
17.4
|
%
|
|
18.9
|
%
|
Commercial real estate
|
—
|
%
|
|
—
|
%
|
|
5.6
|
%
|
|
4.6
|
%
|
Resorts and leisure
|
66.6
|
%
|
|
70.6
|
%
|
|
55.2
|
%
|
|
56.3
|
%
|
Leasing operations
|
9.1
|
%
|
|
8.6
|
%
|
|
8.1
|
%
|
|
6.9
|
%
|
Forestry
|
6.8
|
%
|
|
4.4
|
%
|
|
13.7
|
%
|
|
13.0
|
%
|
Other
|
—
|
%
|
|
1.1
|
%
|
|
—
|
%
|
|
0.3
|
%
|
Consolidated operating revenues
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
In millions
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Real estate sales
|
$
|
4.9
|
|
|
$
|
3.9
|
|
|
$
|
24.3
|
|
|
$
|
630.6
|
|
Resorts and leisure revenues
|
18.5
|
|
|
16.9
|
|
|
45.7
|
|
|
40.4
|
|
||||
Leasing revenues
|
2.5
|
|
|
2.1
|
|
|
6.8
|
|
|
4.9
|
|
||||
Timber sales
|
1.9
|
|
|
1.1
|
|
|
6.0
|
|
|
10.3
|
|
||||
Total
|
27.8
|
|
|
24.0
|
|
|
82.8
|
|
|
686.2
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of real estate sales
|
2.5
|
|
|
2.1
|
|
|
12.3
|
|
|
84.6
|
|
||||
Cost of resorts and leisure revenues
|
14.7
|
|
|
13.7
|
|
|
38.2
|
|
|
34.4
|
|
||||
Cost of leasing revenues
|
0.7
|
|
|
0.6
|
|
|
2.0
|
|
|
1.5
|
|
||||
Cost of timber sales
|
0.2
|
|
|
0.2
|
|
|
0.6
|
|
|
4.3
|
|
||||
Other operating and corporate expenses
|
9.9
|
|
|
6.5
|
|
|
24.7
|
|
|
22.3
|
|
||||
Administrative costs associated with special purpose entities
|
—
|
|
|
—
|
|
|
—
|
|
|
3.7
|
|
||||
Depreciation, depletion and amortization
|
2.2
|
|
|
2.2
|
|
|
7.3
|
|
|
6.2
|
|
||||
Total
|
30.2
|
|
|
25.3
|
|
|
85.1
|
|
|
157.0
|
|
||||
Operating (loss) income
|
(2.4
|
)
|
|
(1.3
|
)
|
|
(2.3
|
)
|
|
529.2
|
|
||||
Other (expense) income:
|
|
|
|
|
|
|
|
||||||||
Investment income, net
|
9.1
|
|
|
3.4
|
|
|
19.8
|
|
|
7.6
|
|
||||
Interest expense
|
(2.9
|
)
|
|
(3.0
|
)
|
|
(8.4
|
)
|
|
(5.8
|
)
|
||||
Other, net
|
0.2
|
|
|
0.4
|
|
|
(6.3
|
)
|
|
1.7
|
|
||||
Total other income
|
6.4
|
|
|
0.8
|
|
|
5.1
|
|
|
3.5
|
|
||||
Income (loss) before equity in loss from unconsolidated affiliates and income taxes
|
4.0
|
|
|
(0.5
|
)
|
|
2.8
|
|
|
532.7
|
|
||||
Income tax (expense) benefit
|
(1.2
|
)
|
|
0.4
|
|
|
(2.0
|
)
|
|
(115.2
|
)
|
||||
Net income (loss)
|
$
|
2.8
|
|
|
$
|
(0.1
|
)
|
|
$
|
0.8
|
|
|
$
|
417.5
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||
|
2015
|
|
%
(1)
|
|
2014
|
|
%
(1)
|
|
2015
|
|
%
(1)
|
|
2014
|
|
%
(1)
|
||||||||||||
|
Dollars in millions
|
|
Dollars in millions
|
||||||||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential real estate sales
|
$
|
4.9
|
|
|
100.0
|
%
|
|
$
|
3.7
|
|
|
94.9
|
%
|
|
$
|
14.3
|
|
|
58.9
|
%
|
|
$
|
13.6
|
|
|
2.2
|
%
|
RiverTown Sale
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
43.6
|
|
|
6.9
|
%
|
||||
Commercial real estate sales
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
4.7
|
|
|
19.3
|
%
|
|
3.3
|
|
|
0.5
|
%
|
||||
AgReserves and other rural land sales
|
—
|
|
|
—
|
%
|
|
0.2
|
|
|
5.1
|
%
|
|
5.3
|
|
|
21.8
|
%
|
|
570.1
|
|
|
90.4
|
%
|
||||
Real estate sales
|
$
|
4.9
|
|
|
100.0
|
%
|
|
$
|
3.9
|
|
|
100.0
|
%
|
|
$
|
24.3
|
|
|
100.0
|
%
|
|
$
|
630.6
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gross profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential real estate sales
|
$
|
2.4
|
|
|
49.0
|
%
|
|
$
|
1.6
|
|
|
43.2
|
%
|
|
$
|
6.8
|
|
|
47.6
|
%
|
|
$
|
6.0
|
|
|
44.1
|
%
|
RiverTown Sale
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
26.0
|
|
|
59.6
|
%
|
||||
Commercial real estate sales
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
0.5
|
|
|
10.6
|
%
|
|
2.2
|
|
|
66.7
|
%
|
||||
AgReserves and other rural land sales
|
—
|
|
|
—
|
%
|
|
0.2
|
|
|
100.0
|
%
|
|
4.7
|
|
|
88.7
|
%
|
|
511.7
|
|
|
89.8
|
%
|
||||
Gross profit
|
$
|
2.4
|
|
|
49.0
|
%
|
|
$
|
1.8
|
|
|
46.2
|
%
|
|
$
|
12.0
|
|
|
49.4
|
%
|
|
$
|
545.9
|
|
|
86.6
|
%
|
(1)
|
Calculated percentage of total real estate sales and the respective gross profit percentage.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
Dollars in millions
|
||||||||||||||
Resorts and leisure revenues
|
$
|
18.5
|
|
|
$
|
16.9
|
|
|
$
|
45.7
|
|
|
$
|
40.4
|
|
Gross profit
|
$
|
3.8
|
|
|
$
|
3.2
|
|
|
$
|
7.5
|
|
|
$
|
6.0
|
|
Gross profit margin
|
20.5
|
%
|
|
18.9
|
%
|
|
16.4
|
%
|
|
14.9
|
%
|
||||
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
Dollars in millions
|
||||||||||||||
Leasing revenues
|
$
|
2.5
|
|
|
$
|
2.1
|
|
|
$
|
6.8
|
|
|
$
|
4.9
|
|
Gross profit
|
$
|
1.8
|
|
|
$
|
1.5
|
|
|
$
|
4.8
|
|
|
$
|
3.4
|
|
Gross profit margin
|
72.0
|
%
|
|
71.4
|
%
|
|
70.6
|
%
|
|
69.4
|
%
|
||||
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
Dollars in millions
|
||||||||||||||
Timber sales
|
$
|
1.9
|
|
|
$
|
1.1
|
|
|
$
|
6.0
|
|
|
$
|
10.3
|
|
Gross profit
|
$
|
1.7
|
|
|
$
|
0.9
|
|
|
$
|
5.4
|
|
|
$
|
6.0
|
|
Gross profit margin
|
89.5
|
%
|
|
81.8
|
%
|
|
90.0
|
%
|
|
58.3
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net investment income from available-for-sale securities
|
|
|
|
|
|
|
|
|
||||||||
Interest and dividend income
|
|
$
|
1.1
|
|
|
$
|
1.9
|
|
|
$
|
5.5
|
|
|
$
|
4.0
|
|
Accretion income
|
|
0.6
|
|
|
0.4
|
|
|
2.1
|
|
|
1.0
|
|
||||
Realized gains (losses) on the sale of investments
|
|
5.3
|
|
|
—
|
|
|
5.3
|
|
|
(0.8
|
)
|
||||
Other-than-temporary impairment losses
|
|
—
|
|
|
(1.3
|
)
|
|
—
|
|
|
(1.3
|
)
|
||||
Total net investment income from available-for-sale securities
|
|
7.0
|
|
|
1.0
|
|
|
12.9
|
|
|
2.9
|
|
||||
Interest income from investments in special purpose entities
|
|
2.1
|
|
|
2.1
|
|
|
6.2
|
|
|
4.1
|
|
||||
Interest accrued on notes receivable
|
|
—
|
|
|
0.3
|
|
|
0.7
|
|
|
0.6
|
|
||||
Total investment income, net
|
|
$
|
9.1
|
|
|
$
|
3.4
|
|
|
$
|
19.8
|
|
|
$
|
7.6
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Interest expense and amortization of discount and issuance costs for Senior Notes issued by special purpose entity
|
|
$
|
(2.2
|
)
|
|
$
|
(2.2
|
)
|
|
$
|
(6.6
|
)
|
|
$
|
(4.4
|
)
|
Interest expense
|
|
(0.7
|
)
|
|
(0.8
|
)
|
|
(1.8
|
)
|
|
(1.4
|
)
|
||||
Total interest expense
|
|
$
|
(2.9
|
)
|
|
$
|
(3.0
|
)
|
|
$
|
(8.4
|
)
|
|
$
|
(5.8
|
)
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
In millions
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Real estate sales
|
$
|
4.4
|
|
|
$
|
3.4
|
|
|
$
|
13.0
|
|
|
$
|
12.7
|
|
RiverTown sale
|
—
|
|
|
—
|
|
|
—
|
|
|
43.6
|
|
||||
Other revenues
|
0.5
|
|
|
0.3
|
|
|
1.3
|
|
|
0.9
|
|
||||
Total revenues
|
4.9
|
|
|
3.7
|
|
|
14.3
|
|
|
57.2
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of real estate sales and other revenues
|
2.5
|
|
|
2.0
|
|
|
7.5
|
|
|
7.5
|
|
||||
Cost of real estate sales - RiverTown sale
|
—
|
|
|
—
|
|
|
—
|
|
|
17.6
|
|
||||
Other operating expenses
|
3.6
|
|
|
1.6
|
|
|
8.0
|
|
|
5.6
|
|
||||
Depreciation and amortization
|
0.1
|
|
|
0.2
|
|
|
0.4
|
|
|
0.5
|
|
||||
Total expenses
|
6.2
|
|
|
3.8
|
|
|
15.9
|
|
|
31.2
|
|
||||
Operating (loss) income
|
(1.3
|
)
|
|
(0.1
|
)
|
|
(1.6
|
)
|
|
26.0
|
|
||||
Other expense
|
(0.3
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
||||
Net (loss) income before income taxes
|
$
|
(1.6
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
(1.6
|
)
|
|
$
|
25.9
|
|
|
Three Months Ended September 30, 2015
|
|
Three Months Ended September 30, 2014
|
||||||||||||||||||||||||||||||||
|
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)
|
||||||||||||||||||||||||||||||||||
Resort homesites
|
3
|
|
|
$
|
1.4
|
|
|
$
|
0.4
|
|
|
$
|
1.0
|
|
|
71.4
|
%
|
|
3
|
|
|
$
|
2.9
|
|
|
$
|
1.6
|
|
|
$
|
1.3
|
|
|
44.8
|
%
|
Primary homesites
|
31
|
|
|
3.0
|
|
|
1.7
|
|
|
1.3
|
|
|
43.3
|
%
|
|
5
|
|
|
0.5
|
|
|
0.3
|
|
|
0.2
|
|
|
40.0
|
%
|
||||||
Total
|
34
|
|
|
$
|
4.4
|
|
|
$
|
2.1
|
|
|
$
|
2.3
|
|
|
52.3
|
%
|
|
8
|
|
|
$
|
3.4
|
|
|
$
|
1.9
|
|
|
$
|
1.5
|
|
|
44.1
|
%
|
|
Nine Months Ended September 30, 2015
|
|
Nine Months Ended September 30, 2014
|
||||||||||||||||||||||||||||||||
|
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)
|
||||||||||||||||||||||||||||||||||
Resort homesites
|
17
|
|
|
$
|
5.9
|
|
|
$
|
2.1
|
|
|
$
|
3.8
|
|
|
64.4
|
%
|
|
21
|
|
|
$
|
8.2
|
|
|
$
|
4.2
|
|
|
$
|
4.0
|
|
|
48.8
|
%
|
Resort home
|
1
|
|
|
0.8
|
|
|
0.8
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||||
Primary homesites
|
104
|
|
|
6.3
|
|
|
3.6
|
|
|
2.7
|
|
|
42.9
|
%
|
|
44
|
|
|
4.2
|
|
|
2.7
|
|
|
1.5
|
|
|
35.7
|
%
|
||||||
RiverTown community
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
7
|
|
|
0.3
|
|
|
0.1
|
|
|
0.2
|
|
|
66.7
|
%
|
||||||
Total
|
122
|
|
|
$
|
13.0
|
|
|
$
|
6.5
|
|
|
$
|
6.5
|
|
|
50.0
|
%
|
|
72
|
|
|
$
|
12.7
|
|
|
$
|
7.0
|
|
|
$
|
5.7
|
|
|
44.9
|
%
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
In millions
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Real estate sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4.7
|
|
|
$
|
3.3
|
|
Expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of real estate sales
|
—
|
|
|
—
|
|
|
4.2
|
|
|
1.1
|
|
||||
Other operating expenses
|
0.6
|
|
|
0.5
|
|
|
1.7
|
|
|
1.7
|
|
||||
Total expenses
|
0.6
|
|
|
0.5
|
|
|
5.9
|
|
|
2.8
|
|
||||
Operating (loss) income
|
(0.6
|
)
|
|
(0.5
|
)
|
|
(1.2
|
)
|
|
0.5
|
|
||||
Other expense
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
||||
Net (loss) income before income taxes
|
$
|
(0.7
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
(1.3
|
)
|
|
$
|
0.4
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
In millions
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Resorts and leisure revenues
|
$
|
18.5
|
|
|
$
|
16.9
|
|
|
$
|
45.7
|
|
|
$
|
40.4
|
|
Expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of resorts and leisure revenues
|
14.7
|
|
|
13.7
|
|
|
38.2
|
|
|
34.4
|
|
||||
Operating expenses
|
0.1
|
|
|
0.1
|
|
|
0.3
|
|
|
0.3
|
|
||||
Depreciation
|
1.1
|
|
|
1.0
|
|
|
4.0
|
|
|
3.1
|
|
||||
Total expenses
|
15.9
|
|
|
14.8
|
|
|
42.5
|
|
|
37.8
|
|
||||
Net income before income taxes
|
$
|
2.6
|
|
|
$
|
2.1
|
|
|
$
|
3.2
|
|
|
$
|
2.6
|
|
|
Three Months Ended September 30, 2015
|
|
Three Months Ended September 30, 2014
|
||||||||||||||||||
|
Revenues
|
|
Gross
Profit
|
|
Gross
Profit Margin
|
|
Revenues
|
|
Gross
Profit
|
|
Gross
Profit Margin
|
||||||||||
|
Dollars in millions
|
||||||||||||||||||||
Resorts, vacation rentals and other management services
|
$
|
14.1
|
|
|
$
|
3.3
|
|
|
23.4
|
%
|
|
$
|
13.0
|
|
|
$
|
2.8
|
|
|
21.5
|
%
|
Clubs
|
3.4
|
|
|
0.2
|
|
|
5.9
|
%
|
|
2.9
|
|
|
0.1
|
|
|
3.4
|
%
|
||||
Marinas
|
1.0
|
|
|
0.3
|
|
|
30.0
|
%
|
|
1.0
|
|
|
0.3
|
|
|
30.0
|
%
|
||||
Total
|
$
|
18.5
|
|
|
$
|
3.8
|
|
|
20.5
|
%
|
|
$
|
16.9
|
|
|
$
|
3.2
|
|
|
18.9
|
%
|
|
Nine Months Ended September 30, 2015
|
|
Nine Months Ended September 30, 2014
|
||||||||||||||||||
|
Revenues
|
|
Gross
Profit
|
|
Gross
Profit Margin
|
|
Revenues
|
|
Gross
Profit
|
|
Gross
Profit Margin
|
||||||||||
|
Dollars in millions
|
||||||||||||||||||||
Resorts, vacation rentals and other management services
|
$
|
33.8
|
|
|
$
|
6.1
|
|
|
18.0
|
%
|
|
$
|
30.1
|
|
|
$
|
5.3
|
|
|
17.6
|
%
|
Clubs
|
9.5
|
|
|
0.8
|
|
|
8.4
|
%
|
|
7.9
|
|
|
0.1
|
|
|
1.3
|
%
|
||||
Marinas
|
2.4
|
|
|
0.6
|
|
|
25.0
|
%
|
|
2.4
|
|
|
0.6
|
|
|
25.0
|
%
|
||||
Total
|
$
|
45.7
|
|
|
$
|
7.5
|
|
|
16.4
|
%
|
|
$
|
40.4
|
|
|
$
|
6.0
|
|
|
14.9
|
%
|
|
Three Months Ended
September 30, |
|
Nine Months Ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
In millions
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Leasing operations
|
$
|
2.5
|
|
|
$
|
2.1
|
|
|
$
|
6.8
|
|
|
$
|
4.9
|
|
Expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of leasing operations
|
0.7
|
|
|
0.6
|
|
|
2.0
|
|
|
1.5
|
|
||||
Operating expenses
|
0.2
|
|
|
0.2
|
|
|
0.6
|
|
|
0.4
|
|
||||
Depreciation
|
0.8
|
|
|
0.8
|
|
|
2.3
|
|
|
1.9
|
|
||||
Total expenses
|
1.7
|
|
|
1.6
|
|
|
4.9
|
|
|
3.8
|
|
||||
Operating income
|
0.8
|
|
|
0.5
|
|
|
1.9
|
|
|
1.1
|
|
||||
Other expense
|
(0.3
|
)
|
|
(0.3
|
)
|
|
(0.8
|
)
|
|
(0.1
|
)
|
||||
Net income before income taxes
|
$
|
0.5
|
|
|
$
|
0.2
|
|
|
$
|
1.1
|
|
|
$
|
1.0
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
In millions
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Timber sales
|
$
|
1.9
|
|
|
$
|
1.1
|
|
|
$
|
6.0
|
|
|
$
|
10.3
|
|
Real estate sales - AgReserves and other rural land sales
|
—
|
|
|
—
|
|
|
5.3
|
|
|
569.9
|
|
||||
Total revenues
|
1.9
|
|
|
1.1
|
|
|
11.3
|
|
|
580.2
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of timber sales
|
0.2
|
|
|
0.2
|
|
|
0.6
|
|
|
4.3
|
|
||||
Cost of real estate sales - AgReserves and other rural land sales
|
—
|
|
|
—
|
|
|
0.6
|
|
|
58.4
|
|
||||
Other operating expenses
|
0.1
|
|
|
0.1
|
|
|
0.4
|
|
|
1.7
|
|
||||
Depreciation and depletion
|
0.2
|
|
|
0.2
|
|
|
0.5
|
|
|
0.6
|
|
||||
Total expenses
|
0.5
|
|
|
0.5
|
|
|
2.1
|
|
|
65.0
|
|
||||
Operating income
|
1.4
|
|
|
0.6
|
|
|
9.2
|
|
|
515.2
|
|
||||
Other income
|
0.4
|
|
|
0.3
|
|
|
0.9
|
|
|
1.1
|
|
||||
Net income before income taxes
|
$
|
1.8
|
|
|
$
|
0.9
|
|
|
$
|
10.1
|
|
|
$
|
516.3
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||||||
Pine pulpwood
|
67
|
%
|
|
72,716
|
|
|
64
|
%
|
|
48,536
|
|
|
64
|
%
|
|
215,888
|
|
|
68
|
%
|
|
251,275
|
|
Pine sawtimber
|
26
|
%
|
|
28,046
|
|
|
16
|
%
|
|
12,006
|
|
|
28
|
%
|
|
94,450
|
|
|
21
|
%
|
|
76,560
|
|
Pine grade logs
|
7
|
%
|
|
8,288
|
|
|
4
|
%
|
|
3,297
|
|
|
7
|
%
|
|
24,240
|
|
|
7
|
%
|
|
24,149
|
|
Other
|
—
|
%
|
|
—
|
|
|
16
|
%
|
|
12,347
|
|
|
1
|
%
|
|
3,011
|
|
|
4
|
%
|
|
16,989
|
|
Total
|
100
|
%
|
|
109,050
|
|
|
100
|
%
|
|
76,186
|
|
|
100
|
%
|
|
337,589
|
|
|
100
|
%
|
|
368,973
|
|
|
Nine Months Ended
September 30, |
||||||
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Net cash provided by operating activities
|
$
|
35.6
|
|
|
$
|
322.9
|
|
Net cash provided by (used in) investing activities
|
387.0
|
|
|
(480.8
|
)
|
||
Net cash (used in) provided by financing activities
|
(299.2
|
)
|
|
197.6
|
|
||
Net increase in cash and cash equivalents
|
123.4
|
|
|
39.7
|
|
||
Cash and cash equivalents at beginning of the period
|
34.5
|
|
|
21.9
|
|
||
Cash and cash equivalents at end of the period
|
$
|
157.9
|
|
|
$
|
61.6
|
|
|
Payments due by Calendar Period
|
||||||||||||||||||
|
Total
|
|
Less Than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More Than
5 Years
|
||||||||||
|
In millions
|
||||||||||||||||||
Debt
(1)(2)(6)
|
$
|
69.7
|
|
|
$
|
25.3
|
|
|
$
|
38.0
|
|
|
$
|
0.1
|
|
|
$
|
6.3
|
|
Interest related to debt, including community development district debt
(2)
|
2.9
|
|
|
0.7
|
|
|
0.4
|
|
|
0.4
|
|
|
1.4
|
|
|||||
Contractual obligations
(3)
|
3.1
|
|
|
1.6
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
|||||
Other long term obligations
(4)
|
131.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
131.1
|
|
|||||
Senior Notes held by special purpose entity
(5)
|
180.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
180.0
|
|
|||||
Interest related to Senior Notes held by special purpose entity
(5)
|
115.3
|
|
|
8.6
|
|
|
17.1
|
|
|
17.1
|
|
|
72.5
|
|
|||||
Total contractual obligations
|
$
|
502.1
|
|
|
$
|
36.2
|
|
|
$
|
57.0
|
|
|
$
|
17.6
|
|
|
$
|
391.3
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Includes debt defeased in connection with the sale of our office building portfolio in the amount of $25.3 million, which was later paid by pledged cash and treasury securities in October 2015.
|
(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.
|
(4)
|
Other long term liabilities include certain of our deferred tax liabilities related to our installment note monetization transactions.
|
(5)
|
Senior Notes held by a consolidated special purpose entity that is not our liability or obligation. See Note 5,
Real Estate Sales
, of our unaudited condensed consolidated financial statements included in this quarterly report.
|
(6)
|
In October 2015, our Pier Park North joint venture refinanced its Construction Loan that would have matured in 2016. As a result, $37.6 million will no longer be due in 2016. The Refinanced Loan will mature in November 2025. See Note 8,
Real Estate Joint Ventures
.
|
•
|
our expectations concerning our future business strategy and the impact of this strategy on our financial condition and results of operations;
|
•
|
our expectations concerning our intent to seek additional opportunities to invest our liquid assets, including our intent to seek opportunities that could increase our returns;
|
•
|
our expectation to repurchase our shares through our Stock Repurchase Program;
|
•
|
our expectations concerning the benefits of our recent repurchase of shares, including our recent tender offer;
|
•
|
our expectations concerning demand for residential real estate, including mixed-use and active adult communities, in Northwest Florida and our ability to develop projects that meet that demand;
|
•
|
our expectations regarding the wide range of residential and commercial uses of our Sector Plan land holdings, including to serve the active adult retirement market;
|
•
|
our beliefs concerning the volatility in the consistency and pace of our residential real estate sales, the type of buyers interested in our residential real estate, and the mix of homesites that will be available for sale and the related effect on our gross profit margins;
|
•
|
our beliefs concerning the seasonality of our revenues;
|
•
|
our expectations regarding the amount and timing of the impact fees which we will receive in connection with the RiverTown Sale;
|
•
|
our expectations regarding the costs and benefits of the Timber Note monetization structure, including the timing and amount of the expenses that NFTF will incur during the life of the Timber Note and the amount of the remaining principal balance;
|
•
|
our expectation regarding the lack of substantial revenues from sales of our timber or rural lands in the future;
|
•
|
our expectation regarding our liquidity or ability to satisfy our working capital needs, expected capital expenditures, principal and interest payments on our debt and deferred tax liabilities;
|
•
|
our expectation regarding cash flows to be received over the term and at the maturity of the 2008 installment notes and our intent to hold such notes until maturity;
|
•
|
our expectation regarding the impact of pending litigation, claims, other disputes or governmental proceedings and the completed SEC investigation, on our financial position or results of operations, and our belief regarding the defenses to pending litigation claims against us;
|
•
|
our expectations with respect to the accounting treatment for the AgReserves Sale and RiverTown Sale;
|
•
|
our estimates regarding certain tax matters and accounting valuations, including our ability to use our tax assets to mitigate any tax liabilities that arise from the AgReserves Sale and the timing and amount we expect to pay in future income taxes;
|
•
|
our expectations regarding the sufficiency of the Pension Plan’s surplus assets to fund future benefits to 401(k) Plan participants; and
|
•
|
our expectations regarding the impact of new accounting pronouncements.
|
•
|
any changes in our strategic objectives and our ability to implement such strategic objectives;
|
•
|
any potential negative impact of our longer-term property development strategy, including losses and negative cash flows for an extended period of time if we continue with the self-development of recently granted entitlements;
|
•
|
significant decreases in the market value of our investments in securities or any other investments;
|
•
|
our use of our share repurchase authorization and our ability to carry on the Stock Repurchase Program in accordance with applicable securities laws;
|
•
|
our ability to capitalize on opportunities relating to a mixed use and active adult community or communities in Northwest Florida;
|
•
|
changes in our customer base and the mix of homesites available for sale in our residential real estate;
|
•
|
any further downturns in real estate markets in Florida or across the nation;
|
•
|
a slowing of the population growth in Florida, including a decrease of the migration of Baby Boomers to Florida;
|
•
|
our dependence on the real estate industry and the cyclical nature of our real estate operations;
|
•
|
our ability to successfully and timely obtain land-use entitlements and construction financing, maintain compliance with state law requirements and address issues that arise in connection with the use and development of our land, including the permits required for the launch of our planned mixed-use and active adult communities;
|
•
|
changes in laws, regulations or the regulatory environment affecting the development of real estate;
|
•
|
our ability to effectively deploy and invest our assets, including our available-for-sale securities;
|
•
|
our ability to effectively manage our real estate assets, as well as the ability of our joint venture partner to effectively manage the day-to-day activities of the Pier Park joint venture;
|
•
|
our ability to successfully estimate the amount and timing of the impact fees we will receive in connection with the RiverTown Sale;
|
•
|
our ability to successfully estimate the costs and benefits of the Timber Note monetization structure;
|
•
|
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;
|
•
|
our ability to anticipate the impact of pending environmental litigation matters or governmental proceedings on our financial position or results of operations;
|
•
|
the expense, management distraction and possible liability associated with litigation, claims, other disputes or governmental proceedings and the completed SEC investigation;
|
•
|
potential liability under environmental or construction laws, or other laws or regulations;
|
•
|
our ability to successfully estimate the impact of certain accounting and tax matters that arise from the AgReserves Sale and RiverTown Sale;
|
•
|
significant tax payments arising from any acceleration of deferred taxes that arise from the AgReserves Sale and other transactions; and
|
•
|
the performance of the surplus assets in the Pension Plan may not be what we expected.
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)
|
||||||
|
|
|
|
|
|
|
|
In Millions
|
||||||
July 1-31, 2015
|
|
226,934
|
|
|
$
|
16.13
|
|
|
226,934
|
|
|
$
|
100.1
|
|
August 1-31, 2015
|
|
407,662
|
|
|
15.98
|
|
|
407,662
|
|
|
$
|
300.0
|
|
|
September 1-30, 2015
|
|
16,348,143
|
|
(2)
|
18.00
|
|
|
16,348,143
|
|
|
$
|
5.7
|
|
|
Total
|
|
16,982,739
|
|
|
$
|
17.93
|
|
|
16,982,739
|
|
|
$
|
5.7
|
|
(1)
|
Through June 30, 2015, the Board of Directors authorized a total of $950.0 million for the repurchase of outstanding common stock on the open market from shareholders under our Stock Repurchase Program. On August 15, 2015 the Board of Directors authorized the repurchase of additional shares for up to $300.0 million (including $93.6 million unused from the previous authorization). As of September 30, 2015, there was remaining $5.7 million for purchase of shares under the program. The Stock Repurchase Program has no expiration date.
|
(2)
|
Shares were purchased in connection with our tender offer, announced August 21, 2015, in which shareholders were given the opportunity to purchase for cash up to 16,666,666 shares of our common stock at a price of $18.00 per share, net to the seller in cash, less any applicable withholding taxes and without interest. The tender offer expired on September 22, 2015.
|
Exhibit
Number
|
|
Description
|
*10.60
|
|
Separate Guaranty of Retained Liability Matters, dated October 19, 2015, among the St. Joe Company, Don M. Casto, III and Kensington Gardens Builders Corporation, in favor of Keybank National Association.
|
*31.1
|
|
Certification by Jeffrey C. Keil, President and Interim Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
*31.2
|
|
Certification by Marek Bakun, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
*32.1
|
|
Certification by Jeffrey C. Keil, President and Interim Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
*32.2
|
|
Certification by Marek Bakun, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
**101.INS
|
|
XBRL Instance Document.
|
**101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
**101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
**101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
**101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
**101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
|
|
THE ST. JOE COMPANY
|
|
|
|
Date:
|
November 5, 2015
|
/s/ Jeffrey C. Keil
|
|
|
Jeffrey C. Keil
|
|
|
President and Interim Chief Executive Officer
|
|
|
(Duly Authorized Officer)
|
(a)
|
The execution and performance of this Guaranty and all guaranties, indemnities and covenants herein will not result in any breach of, or constitute a default under, any contract, guarantee, document or other instrument to which the Guarantor is a party or by which Guarantor may be bound or affected, and do not and will not violate or contravene any law to which the Guarantor is subject; nor do any such other instruments impose or contemplate any obligations which are or will be inconsistent with this Guaranty.
|
(b)
|
No approval by, authorization of, or filing with any federal, state or municipal or other governmental commission, board or agency or other governmental authority is necessary in connection with the authorization, execution and delivery of this Guaranty.
|
(c)
|
This Guaranty has been duly executed and delivered and constitutes the legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms.
|
(d)
|
All financial information furnished by the Guarantor to Lender is true, correct and complete in all material respects and does not omit to state any material fact or circumstance necessary to make the statements contained therein not misleading.
|
(e)
|
The financial statement of the Guarantor furnished to Lender is true and accurate in all material respects as of its date. Subject to changes resulting from the consummation of the tender offer by The St. Joe Company to its shareholder dated August 24, 2015, there has been no material adverse change in the Guarantor's financial condition since the date of the financial statement.
|
(f)
|
Guarantor is not the subject of any bankruptcy court filing, insolvency proceeding, receivership, composition or assignment for the benefit of creditors.
|
(g)
|
There are no material actions, suits or proceedings pending or, to the best of the knowledge of the Guarantor, threatened against or affecting Guarantor that have not been disclosed to Lender or reported in SEC filings as to The St. Joe Company.
|
(a)
|
Guarantor shall fail to pay any monetary payment resulting from the Guaranty within five (5) business days after written notice from the Lender.
|
(b)
|
Guarantor shall fail to perform, observe, or comply with any non-monetary covenant under this Guaranty, other than those specifically identified below in this Section 7, within thirty (30) days after written notice from the Lender demanding such performance, observance, or compliance.
|
(c)
|
Guarantor shall file a petition in bankruptcy or for relief from creditors under any present or future law that affords general protection from creditors; or any other person shall file an involuntary petition in bankruptcy against Guarantor; or the filing of any other action that may result in a composition of debts, provide for the marshaling of assets for the satisfaction of Guarantor's debts, or result in the judicially ordered sale of assets for the purpose of satisfying obligations to creditors (unless a motion for the dismissal of the petition or other action is filed within ten (10) days and results in its dismissal within sixty (60) days of the filing of the petition or other action).
|
(d)
|
The dissolution, liquidation or winding up of a Guarantor that is not a natural person shall commence, or its legal existence shall cease, or a Guarantor who is a natural person shall die; provided, however, that a Default under this clause (d) shall not have occurred if (i) the Lender is promptly advised of the event, (ii) either (A) any remaining Guarantor(s) satisfy the Guarantor Net Worth Requirement, or (B) the Borrower succeeds in obtaining a replacement Guarantor(s) acceptable to Lender, in its sole discretion (whether one or more, a "
Replacement Guarantor
"), within ninety (90) days of the subject event; and (iii) any Replacement Guarantor jointly and severally assumes the obligations of the Guarantor under this Guaranty and the Environmental Indemnity, in a written agreement provided by Lender, so that all Replacement Guarantors in the aggregate (combined with any remaining Guarantors,
|
(e)
|
The failure of the Guarantors to maintain the Guarantor Net Worth Requirement; provided, however, the Borrower and/or the Guarantors shall have the right to cure any such net worth deficiency by replacing and/or adding one or more Replacement Guarantor(s) within thirty (30) days of receipt of written notice from Lender of the failure of Guarantors to meet the Guarantor Net Worth Requirement.
|
10.1
|
SUBROGATION RIGHTS AGAINST BORROWER
|
10.2
|
WAIVER OF JURY TRIAL
|
10.3
|
MARSHALING OF ASSETS
|
10.4
|
HOMESTEAD LAWS AND EXEMPTIONS
|
10.5
|
PROTEST, DEMAND, DISHONOR
|
10.6
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ADDITIONAL WAIVERS
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11.1
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INDEPENDENCE OF OBLIGATIONS
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11.2
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OFFSETS AND DEFENSES
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11.3
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NOTICES
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11.4
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ENTIRE GUARANTY AND MODIFICATION
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11.5
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COUNTERPARTS
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11.6
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GOVERNING LAW
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11.7
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CUMULATIVE REMEDIES
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11.8
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SEVERABILITY
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11.9
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SETTLEMENTS
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11.10
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REFERENCE TO PARTICULARS
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11.11
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ASSIGNMENT
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11.12
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SURVIVAL
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11.13
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GUARANTOR LIABILITY
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Guarantor
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Percentage
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The St. Joe Company
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60%
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Don M. Casto, III and
Kensington Gardens Builders Corp, jointly and severally |
40%
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GUARANTOR:
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/s/ Don M. Casto III
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Don M. Casto III
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KENSINGTON GARDENS BUILDERS CORP.,
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a Delaware corporation
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By: /s/ Vadim A. Nikitine
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Name: Vadim A. Nikitine
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Title: President
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THE ST. JOE COMPANY
,
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a Florida corporation
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By: /s/ Marek Bakun
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Name: Marek Bakun
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Title: EVP and CFO
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1.
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I have reviewed this quarterly report on Form 10-Q for the period ended
September 30, 2015
of The St. Joe Company;
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2.
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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;
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3.
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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;
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4.
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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):
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(a)
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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
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(b)
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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.
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/s/ Jeffrey C. Keil
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Jeffrey C. Keil
President and Interim Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q for the period ended
September 30, 2015
of The St. Joe Company;
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2.
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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;
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3.
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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;
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4.
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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):
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(a)
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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
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(b)
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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.
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/s/ Marek Bakun
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Marek Bakun
Chief Financial Officer
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/s/ Jeffrey C. Keil
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Jeffrey C. Keil
President and Interim Chief Executive Officer |
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/s/ Marek Bakun
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Marek Bakun
Chief Financial Officer
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