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|
x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Florida
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59-0432511
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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||
133 South Watersound Parkway
Watersound, Florida
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32461
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(Address of principal executive offices)
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(Zip Code)
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Title of Each Class
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Name of Exchange on Which Registered
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Common Stock, no par value
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New York Stock Exchange
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Large accelerated filer
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¨
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Accelerated filer
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þ
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Page No.
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|
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•
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Expand portfolio of income producing commercial properties.
We presently own a portfolio of approximately 604,000 square feet of rentable commercial space. We intend to explore other opportunities to increase the size and scope of our existing portfolio in ways that will increase recurring income and create accretive value for our land holdings. The recent announcement of GKN Aerospace choosing to locate a new large scale and world-class aerospace manufacturing facility in VentureCrossings and lease a new building we are constructing for them is an example of how we plan to increase the size and scope of our existing portfolio.
|
•
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Residential development.
We presently have various existing primary residential and resort residential communities at different stages of development. We plan to focus on investing in primary residential communities that have the potential for long term, scalable and repeatable revenue. We expect to continue to be a developer of finished residential lots for sale to builders and retail lots for sale to consumers in those communities. We will also continue to explore the concept of establishing some form of an active adult community on our land holdings.
|
•
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Expand and increase scope of club and resorts segment.
We presently own and/or operate a wide range of club and resort assets, which already generate significant recurring revenue for us. We plan to expand the scope and scale of our club and resort assets and services in order to enhance the value and contribution those assets provide.
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•
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Strategic infrastructure and economic development initiatives.
We intend to continue to work collaboratively with public and private partners on strategic infrastructure and economic development initiatives that will help to attract quality job creators and help to diversify the Northwest Florida economy. We believe these strategic infrastructure and economic development initiatives have the potential to help to diversify the economy of Northwest Florida while creating accretive value for our land holdings. An example of a potential initiative is Triumph Gulf Coast, Inc., which is a not-for-profit corporation that may be charged with distributing a legal settlement of $1.5 billion in economic damages over eighteen years to eight counties in Northwest Florida. We have significant land holdings in three of those counties: Bay County, Walton County and Gulf County.
|
•
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Joint ventures with best of class operators.
We believe that by entering into partnerships, joint ventures or other collaborations and alliances with best of class operators, we can efficiently utilize our land assets while reducing capital requirements.
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•
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Maintain efficient operations.
We expect to continue a cost and investment discipline to ensure low fixed expenses and bottom line performance in all environments.
|
•
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Maintain liquidity and balance sheet strength.
We plan to continue to maintain a high degree of liquidity while seeking opportunities to invest our cash in ways that we believe will increase shareholder value, including investments in available for sale securities, share repurchases, real estate and other strategic investments.
|
•
|
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;
|
•
|
our partner could experience financial difficulties, become bankrupt or fail to fund their share of capital contributions, which may delay construction or development of property or increase our financial commitment to the strategic partnership;
|
•
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we may disagree with our partner about decisions affecting the real estate investments or partnership, which could result in litigation or arbitration that increases our expenses, distracts our officers and directors and disrupts the day-to-day operations of the property, which may delay important decisions until the dispute is resolved; and
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•
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actions by our partner may subject property owned by the partnership to liabilities or have other adverse consequences.
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•
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direct obligations issued by the U.S. Treasury;
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•
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obligations issued or guaranteed by the U.S. government or its agencies;
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•
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taxable municipal securities;
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•
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obligations (including certificates of deposit) of banks and thrifts;
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•
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commercial paper and other instruments consisting of short-term U.S. dollar denominated obligations issued by corporations and banks;
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•
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repurchase agreements collateralized by corporate and asset-backed obligations;
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•
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both registered and unregistered money market funds; and
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•
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other highly rated short-term securities.
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•
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construction delays or cost overruns, which may increase project development costs;
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•
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claims for construction defects after property has been developed, including claims by purchasers and property owners’ associations;
|
•
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an inability to obtain required governmental permits and authorizations;
|
•
|
an inability to secure tenants necessary to support commercial projects; and
|
•
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compliance with building codes and other local regulations.
|
•
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civil penalties;
|
•
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remediation expenses;
|
•
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natural resource damages;
|
•
|
personal injury damages;
|
•
|
potential injunctions;
|
•
|
cease and desist orders; and
|
•
|
criminal penalties.
|
•
|
the vote of most matters submitted to our shareholders, including any merger, consolidation or sale of all or substantially all of our assets;
|
•
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the nomination of individuals to our Board of Directors; and
|
•
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a change in our control.
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|
12/31/2011
|
|
12/31/2012
|
|
12/31/2013
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|
12/31/2014
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|
12/31/2015
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|
12/31/2016
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||||||||||||
The St. Joe Company
|
$
|
100
|
|
|
$
|
157.44
|
|
|
$
|
130.90
|
|
|
$
|
125.44
|
|
|
$
|
126.26
|
|
|
$
|
129.60
|
|
Russell 3000 Index
|
$
|
100
|
|
|
$
|
116.42
|
|
|
$
|
155.47
|
|
|
$
|
175.00
|
|
|
$
|
175.84
|
|
|
$
|
198.23
|
|
Custom Real Estate Peer Group*
|
$
|
100
|
|
|
$
|
142.21
|
|
|
$
|
212.83
|
|
|
$
|
215.54
|
|
|
$
|
184.15
|
|
|
$
|
207.69
|
|
*
|
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.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
In thousands, except per share amounts
|
||||||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
(1)(2)
|
$
|
95,744
|
|
|
$
|
103,871
|
|
|
$
|
701,873
|
|
|
$
|
131,256
|
|
|
$
|
139,396
|
|
Total cost of revenue
(3)(4)
|
62,194
|
|
|
67,094
|
|
|
136,798
|
|
|
86,913
|
|
|
91,276
|
|
|||||
Other operating and corporate expenses
|
23,019
|
|
|
33,426
|
|
|
26,128
|
|
|
27,855
|
|
|
30,326
|
|
|||||
Pension charges
|
—
|
|
|
—
|
|
|
13,529
|
|
|
1,500
|
|
|
2,999
|
|
|||||
Costs associated with special purpose entities
(5)
|
—
|
|
|
—
|
|
|
3,746
|
|
|
—
|
|
|
—
|
|
|||||
Depreciation, depletion and amortization
|
8,571
|
|
|
9,486
|
|
|
8,422
|
|
|
9,131
|
|
|
10,110
|
|
|||||
Impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
5,080
|
|
|
2,551
|
|
|||||
Total expenses
|
93,784
|
|
|
110,006
|
|
|
188,623
|
|
|
130,479
|
|
|
137,262
|
|
|||||
Operating income (loss)
|
1,960
|
|
|
(6,135
|
)
|
|
513,250
|
|
|
777
|
|
|
2,134
|
|
|||||
Other income, net
|
20,651
|
|
|
4,972
|
|
|
8,571
|
|
|
3,668
|
|
|
4,289
|
|
|||||
Income (loss) before equity in (loss) income from unconsolidated affiliates and income taxes
|
22,611
|
|
|
(1,163
|
)
|
|
521,821
|
|
|
4,445
|
|
|
6,423
|
|
|||||
Equity in (loss) income from unconsolidated affiliates
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
112
|
|
|
(46
|
)
|
|||||
Income tax (expense) benefit
|
(7,147
|
)
|
|
(808
|
)
|
|
(115,507
|
)
|
|
409
|
|
|
(387
|
)
|
|||||
Net income (loss)
|
15,464
|
|
|
(1,971
|
)
|
|
406,282
|
|
|
4,966
|
|
|
5,990
|
|
|||||
Net loss attributable to non-controlling interest
|
431
|
|
|
240
|
|
|
171
|
|
|
24
|
|
|
22
|
|
|||||
Net income (loss) attributable to the Company
|
$
|
15,895
|
|
|
$
|
(1,731
|
)
|
|
$
|
406,453
|
|
|
$
|
4,990
|
|
|
$
|
6,012
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Per Share Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and Diluted
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) attributable to the Company
|
$
|
0.21
|
|
|
$
|
(0.02
|
)
|
|
$
|
4.40
|
|
|
$
|
0.05
|
|
|
$
|
0.07
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Total revenue includes revenue from real estate revenue, resorts and leisure revenue, leasing revenue and timber revenue.
|
(2)
|
Total revenue in 2014 includes $570.9 million from the AgReserves Sale and $43.6 million from the RiverTown Sale. Refer to Note 4.
Real Estate Sales
included in the notes to the consolidated financial statements included in Item 15 of this Form 10-K for further discussion.
|
(3)
|
Total cost of revenue includes cost of revenue from real estate revenue, resorts and leisure revenue, leasing revenue and timber revenue.
|
(4)
|
Total cost of revenue in 2014 includes $58.4 million from the AgReserves Sale and $17.6 million from the RiverTown Sale. Refer to Note 4.
Real Estate Sales
included in the notes to the consolidated financial statements included in Item 15 of this Form 10-K for further discussion.
|
(5)
|
Refer to Note 4.
Real Estate Sales
included in the notes to the consolidated financial statements included in Item 15 of this Form 10-K for further discussion on our special purpose entities.
|
|
As of December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
In thousands
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment in real estate, net
|
$
|
314,620
|
|
|
$
|
313,599
|
|
|
$
|
321,812
|
|
|
$
|
385,009
|
|
|
$
|
370,647
|
|
Cash and cash equivalents
|
$
|
241,111
|
|
|
$
|
212,773
|
|
|
$
|
34,515
|
|
|
$
|
21,894
|
|
|
$
|
165,980
|
|
Investments
|
$
|
175,725
|
|
|
$
|
191,240
|
|
|
$
|
636,878
|
|
|
$
|
146,972
|
|
|
$
|
—
|
|
Property and equipment, net
|
$
|
8,992
|
|
|
$
|
10,145
|
|
|
$
|
10,203
|
|
|
$
|
11,410
|
|
|
$
|
12,149
|
|
Total assets
|
$
|
1,027,945
|
|
|
$
|
982,742
|
|
|
$
|
1,303,135
|
|
|
$
|
669,472
|
|
|
$
|
645,521
|
|
Debt
(1) (2)
|
$
|
55,040
|
|
|
$
|
54,474
|
|
|
$
|
63,804
|
|
|
$
|
44,217
|
|
|
$
|
36,062
|
|
Senior Notes held by special purpose entity
(2) (3)
|
$
|
176,310
|
|
|
$
|
176,094
|
|
|
$
|
177,341
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total debt
|
$
|
231,350
|
|
|
$
|
230,568
|
|
|
$
|
241,145
|
|
|
$
|
44,217
|
|
|
$
|
36,062
|
|
Total equity
|
$
|
686,799
|
|
|
$
|
673,447
|
|
|
$
|
979,701
|
|
|
$
|
563,525
|
|
|
$
|
552,334
|
|
(1)
|
Debt includes the Pier Park North construction loan and Refinanced Loan held by our Pier Park North JV and Community Development District debt.
|
(2)
|
Debt and Senior Notes held by special purpose entity are presented net of debt issuance costs as of December 31, 2016 and 2015.
|
(3)
|
Refer to Note 4.
Real Estate Sales
included in the notes to the consolidated financial statements included in Item 15 of this Form 10-K for further discussion on our special purpose entities.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
In millions
|
||||||||||
Revenue:
|
|
|
|
|
|
||||||
Real estate revenue
|
$
|
23.4
|
|
|
$
|
33.7
|
|
|
$
|
635.0
|
|
Resorts and leisure revenue
|
57.3
|
|
|
54.5
|
|
|
48.4
|
|
|||
Leasing revenue
|
9.8
|
|
|
9.0
|
|
|
7.0
|
|
|||
Timber revenue
|
5.2
|
|
|
6.7
|
|
|
11.5
|
|
|||
Total
|
95.7
|
|
|
103.9
|
|
|
701.9
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Cost of real estate revenue
|
8.0
|
|
|
16.4
|
|
|
87.1
|
|
|||
Cost of resorts and leisure revenue
|
50.2
|
|
|
47.1
|
|
|
42.9
|
|
|||
Cost of leasing revenue
|
3.1
|
|
|
2.8
|
|
|
2.3
|
|
|||
Cost of timber revenue
|
0.8
|
|
|
0.8
|
|
|
4.5
|
|
|||
Other operating and corporate expenses
|
23.1
|
|
|
33.4
|
|
|
26.2
|
|
|||
Pension charges
|
—
|
|
|
—
|
|
|
13.5
|
|
|||
Administrative costs associated with SPEs
|
—
|
|
|
—
|
|
|
3.7
|
|
|||
Depreciation, depletion and amortization
|
8.6
|
|
|
9.5
|
|
|
8.4
|
|
|||
Total
|
93.8
|
|
|
110.0
|
|
|
188.6
|
|
|||
Operating income (loss)
|
1.9
|
|
|
(6.1
|
)
|
|
513.3
|
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Investment income, net
|
17.8
|
|
|
22.7
|
|
|
12.7
|
|
|||
Interest expense
|
(12.3
|
)
|
|
(11.4
|
)
|
|
(8.6
|
)
|
|||
Claim settlement
|
12.5
|
|
|
—
|
|
|
—
|
|
|||
Other income (expense), net
|
2.7
|
|
|
(6.3
|
)
|
|
4.4
|
|
|||
Total other income, net
|
20.7
|
|
|
5.0
|
|
|
8.5
|
|
|||
Income (loss) before income taxes
|
22.6
|
|
|
(1.1
|
)
|
|
521.8
|
|
|||
Income tax expense
|
(7.1
|
)
|
|
(0.8
|
)
|
|
(115.5
|
)
|
|||
Net income (loss)
|
$
|
15.5
|
|
|
$
|
(1.9
|
)
|
|
$
|
406.3
|
|
|
2016
|
|
%
(1)
|
|
2015
|
|
%
(1)
|
|
2014
|
|
%
(1)
|
|||||||||
|
Dollars in millions
|
|||||||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Residential real estate revenue
|
$
|
19.5
|
|
|
83.3
|
%
|
|
$
|
21.2
|
|
|
62.9
|
%
|
|
$
|
17.9
|
|
|
2.8
|
%
|
RiverTown Sale
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
43.6
|
|
|
6.9
|
%
|
|||
Commercial real estate revenue
|
2.1
|
|
|
9.0
|
%
|
|
7.2
|
|
|
21.4
|
%
|
|
3.3
|
|
|
0.5
|
%
|
|||
AgReserves Sale, rural land and other revenue
|
1.8
|
|
|
7.7
|
%
|
|
5.3
|
|
|
15.7
|
%
|
|
570.2
|
|
|
89.8
|
%
|
|||
Real estate revenue
|
$
|
23.4
|
|
|
100.0
|
%
|
|
$
|
33.7
|
|
|
100.0
|
%
|
|
$
|
635.0
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Gross profit:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Residential real estate revenue
|
$
|
13.1
|
|
|
67.2
|
%
|
|
$
|
10.3
|
|
|
48.6
|
%
|
|
$
|
8.0
|
|
|
44.7
|
%
|
RiverTown Sale
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
26.0
|
|
|
59.6
|
%
|
|||
Commercial real estate revenue
|
0.8
|
|
|
38.1
|
%
|
|
2.2
|
|
|
30.6
|
%
|
|
2.3
|
|
|
69.7
|
%
|
|||
AgReserves Sale, rural land and other revenue
|
1.5
|
|
|
83.3
|
%
|
|
4.8
|
|
|
90.6
|
%
|
|
511.6
|
|
|
89.7
|
%
|
|||
Gross profit
|
$
|
15.4
|
|
|
65.8
|
%
|
|
$
|
17.3
|
|
|
51.3
|
%
|
|
$
|
547.9
|
|
|
86.3
|
%
|
(1
|
)
|
Calculated percentage of total real estate revenue and the respective gross profit percentage.
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
Dollars in millions
|
||||||||||
Resorts and leisure revenue
|
$
|
57.3
|
|
|
$
|
54.5
|
|
|
$
|
48.4
|
|
Gross profit
|
$
|
7.1
|
|
|
$
|
7.4
|
|
|
$
|
5.5
|
|
Gross margin
|
12.4
|
%
|
|
13.6
|
%
|
|
11.4
|
%
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
In millions
|
||||||||||
Employee costs
|
$
|
7.1
|
|
|
$
|
13.8
|
|
|
$
|
9.6
|
|
401(k) contribution / pension costs
|
1.4
|
|
|
1.3
|
|
|
—
|
|
|||
Non-cash stock compensation costs
|
0.1
|
|
|
0.2
|
|
|
0.2
|
|
|||
Property taxes and insurance
|
5.6
|
|
|
5.7
|
|
|
6.3
|
|
|||
Professional fees
|
5.0
|
|
|
7.4
|
|
|
5.2
|
|
|||
Marketing and owner association costs
|
1.5
|
|
|
1.4
|
|
|
1.6
|
|
|||
Occupancy, repairs and maintenance
|
0.7
|
|
|
1.3
|
|
|
0.9
|
|
|||
Other
|
1.7
|
|
|
2.3
|
|
|
2.4
|
|
|||
Total other operating and corporate expenses
|
$
|
23.1
|
|
|
$
|
33.4
|
|
|
$
|
26.2
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
In millions
|
||||||||||
Net investment income from available-for-sale securities
|
|
|
|
|
|
||||||
Interest and dividend income
|
$
|
6.6
|
|
|
$
|
7.0
|
|
|
$
|
6.3
|
|
Accretion income
|
1.8
|
|
|
1.5
|
|
|
1.4
|
|
|||
Realized gains (losses) on the sale of investments
|
0.8
|
|
|
5.3
|
|
|
(0.8
|
)
|
|||
Other-than-temporary impairment losses
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
|||
Total net investment income from available-for-sale securities
|
9.2
|
|
|
13.8
|
|
|
5.6
|
|
|||
Interest income from investments in SPEs
|
8.2
|
|
|
8.2
|
|
|
6.1
|
|
|||
Interest accrued on notes receivable and other interest
|
0.4
|
|
|
0.7
|
|
|
1.0
|
|
|||
Total investment income, net
|
$
|
17.8
|
|
|
$
|
22.7
|
|
|
$
|
12.7
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
In millions
|
||||||||||
Interest expense and amortization of discount and issuance costs for Senior Notes issued by SPE
|
$
|
8.8
|
|
|
$
|
8.8
|
|
|
$
|
6.6
|
|
Interest expense
|
3.5
|
|
|
2.6
|
|
|
2.0
|
|
|||
Total interest expense
|
$
|
12.3
|
|
|
$
|
11.4
|
|
|
$
|
8.6
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
In millions
|
||||||||||
SEC investigation fees and expenses
|
$
|
0.7
|
|
|
$
|
(8.2
|
)
|
|
$
|
—
|
|
Accretion income from retained interest investments
|
1.0
|
|
|
0.9
|
|
|
0.9
|
|
|||
Hunting lease income
|
0.6
|
|
|
0.6
|
|
|
0.7
|
|
|||
Litigation and insurance proceeds received
|
—
|
|
|
—
|
|
|
1.8
|
|
|||
Other income, net
|
0.4
|
|
|
0.4
|
|
|
1.0
|
|
|||
Other income (expense), net
|
$
|
2.7
|
|
|
$
|
(6.3
|
)
|
|
$
|
4.4
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
In millions
|
||||||||||
Revenue:
|
|
|
|
|
|
||||||
Real estate revenue
|
$
|
17.5
|
|
|
$
|
19.4
|
|
|
$
|
17.0
|
|
RiverTown Sale
|
—
|
|
|
—
|
|
|
43.6
|
|
|||
Other revenue
|
2.0
|
|
|
1.8
|
|
|
0.9
|
|
|||
Total revenue
|
19.5
|
|
|
21.2
|
|
|
61.5
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Cost of real estate and other revenue
|
6.4
|
|
|
10.9
|
|
|
10.0
|
|
|||
Cost of real estate revenue - RiverTown Sale
|
—
|
|
|
—
|
|
|
17.6
|
|
|||
Other operating expenses
|
5.7
|
|
|
10.2
|
|
|
8.3
|
|
|||
Depreciation and amortization
|
0.3
|
|
|
0.5
|
|
|
0.6
|
|
|||
Total expenses
|
12.4
|
|
|
21.6
|
|
|
36.5
|
|
|||
Operating income (loss)
|
7.1
|
|
|
(0.4
|
)
|
|
25.0
|
|
|||
Other expense, net
|
(1.2
|
)
|
|
(0.4
|
)
|
|
(0.1
|
)
|
|||
Income (loss)
|
$
|
5.9
|
|
|
$
|
(0.8
|
)
|
|
$
|
24.9
|
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||||||||||||||||||||||||||||
|
Units Sold
|
|
Revenue
|
|
Cost of Revenue
|
|
Gross
Profit
|
|
Gross Margin
|
|
Units Sold
|
|
Revenue
|
|
Cost of Revenue
|
|
Gross
Profit
|
|
Gross Margin
|
||||||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||||||||||||||
Primary homesites
|
91
|
|
|
$
|
5.9
|
|
|
$
|
2.8
|
|
|
$
|
3.1
|
|
|
52.5
|
%
|
|
138
|
|
|
$
|
9.8
|
|
|
$
|
5.5
|
|
|
$
|
4.3
|
|
|
43.9
|
%
|
Resort homesites
|
15
|
|
|
8.2
|
|
|
2.9
|
|
|
5.3
|
|
|
64.6
|
%
|
|
23
|
|
|
8.8
|
|
|
3.3
|
|
|
5.5
|
|
|
62.5
|
%
|
||||||
Resort home
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
1
|
|
|
0.8
|
|
|
0.8
|
|
|
—
|
|
|
—
|
%
|
||||||
Land sale
|
N/A
|
|
|
3.4
|
|
|
0.1
|
|
|
3.3
|
|
|
97.1
|
%
|
|
N/A
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||||
Total
|
106
|
|
|
$
|
17.5
|
|
|
$
|
5.8
|
|
|
$
|
11.7
|
|
|
66.9
|
%
|
|
162
|
|
|
$
|
19.4
|
|
|
$
|
9.6
|
|
|
$
|
9.8
|
|
|
50.5
|
%
|
|
Year Ended December 31, 2015
|
|
Year Ended December 31, 2014
|
||||||||||||||||||||||||||||||||
|
Units Sold
|
|
Revenue
|
|
Cost of
Revenue
|
|
Gross
Profit
|
|
Gross Margin
|
|
Units Sold
|
|
Revenue
|
|
Cost of Revenue
|
|
Gross
Profit
|
|
Gross Margin
|
||||||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||||||||||||||
Primary homesites
|
138
|
|
|
$
|
9.8
|
|
|
$
|
5.5
|
|
|
$
|
4.3
|
|
|
43.9
|
%
|
|
69
|
|
|
$
|
6.3
|
|
|
$
|
3.9
|
|
|
$
|
2.4
|
|
|
38.1
|
%
|
Resort homesites
|
23
|
|
|
8.8
|
|
|
3.3
|
|
|
5.5
|
|
|
62.5
|
%
|
|
31
|
|
|
10.3
|
|
|
5.3
|
|
|
5.0
|
|
|
48.5
|
%
|
||||||
Resort home
|
1
|
|
|
0.8
|
|
|
0.8
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||||
RiverTown Community
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
7
|
|
|
0.4
|
|
|
0.2
|
|
|
0.2
|
|
|
50.0
|
%
|
||||||
Total
|
162
|
|
|
$
|
19.4
|
|
|
$
|
9.6
|
|
|
$
|
9.8
|
|
|
50.5
|
%
|
|
107
|
|
|
$
|
17.0
|
|
|
$
|
9.4
|
|
|
$
|
7.6
|
|
|
44.7
|
%
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
In millions
|
||||||||||
Revenue:
|
|
|
|
|
|
||||||
Real estate revenue
|
$
|
2.1
|
|
|
$
|
7.2
|
|
|
$
|
3.3
|
|
Leasing revenue
|
0.1
|
|
|
—
|
|
|
—
|
|
|||
Total revenue
|
2.2
|
|
|
7.2
|
|
|
3.3
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Cost of real estate revenue
|
1.3
|
|
|
5.0
|
|
|
1.0
|
|
|||
Other operating expenses
|
2.2
|
|
|
2.1
|
|
|
2.3
|
|
|||
Total expenses
|
3.5
|
|
|
7.1
|
|
|
3.3
|
|
|||
Operating income
|
(1.3
|
)
|
|
0.1
|
|
|
—
|
|
|||
Other expense
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|||
(Loss) income
|
$
|
(1.3
|
)
|
|
$
|
0.1
|
|
|
$
|
(0.1
|
)
|
Period
|
|
Number of
Sales
|
|
Acres Sold
|
|
Average Price Per Acre
|
|
Revenue
|
|
Gross Profit on Sales
|
||||||||
|
|
|
|
|
|
|
|
In millions
|
||||||||||
2016
|
|
8
|
|
|
17
|
|
|
$
|
123,529
|
|
|
$
|
2.1
|
|
|
$
|
0.8
|
|
2015
|
|
3
|
|
|
14
|
|
|
$
|
514,285
|
|
|
$
|
7.2
|
|
|
$
|
2.2
|
|
2014
|
|
4
|
|
|
5
|
|
|
$
|
609,938
|
|
|
$
|
3.3
|
|
|
$
|
2.3
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
In millions
|
||||||||||
Revenue:
|
|
|
|
|
|
||||||
Resorts and leisure revenue
|
$
|
57.3
|
|
|
$
|
54.5
|
|
|
$
|
48.4
|
|
Expenses:
|
|
|
|
|
|
||||||
Cost of resorts and leisure revenue
|
50.2
|
|
|
47.1
|
|
|
42.9
|
|
|||
Other operating expenses
|
0.5
|
|
|
0.4
|
|
|
0.5
|
|
|||
Depreciation
|
4.5
|
|
|
5.1
|
|
|
4.1
|
|
|||
Total expenses
|
55.2
|
|
|
52.6
|
|
|
47.5
|
|
|||
Operating income
|
2.1
|
|
|
1.9
|
|
|
0.9
|
|
|||
Other (expense) income, net
|
—
|
|
|
(0.1
|
)
|
|
0.6
|
|
|||
Net income
|
$
|
2.1
|
|
|
$
|
1.8
|
|
|
$
|
1.5
|
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||||||||||||||
|
Revenue
|
|
Gross
Profit
|
|
Gross Margin
|
|
Revenue
|
|
Gross
Profit
|
|
Gross Margin
|
||||||||||
|
Dollars in millions
|
||||||||||||||||||||
Resorts, vacation rentals and other management services
|
$
|
41.1
|
|
|
$
|
5.2
|
|
|
12.7
|
%
|
|
$
|
39.1
|
|
|
$
|
5.6
|
|
|
14.3
|
%
|
Clubs
|
13.5
|
|
|
1.2
|
|
|
8.9
|
%
|
|
12.4
|
|
|
1.0
|
|
|
8.1
|
%
|
||||
Marinas
|
2.7
|
|
|
0.7
|
|
|
25.9
|
%
|
|
3.0
|
|
|
0.8
|
|
|
26.7
|
%
|
||||
Total
|
$
|
57.3
|
|
|
$
|
7.1
|
|
|
12.4
|
%
|
|
$
|
54.5
|
|
|
$
|
7.4
|
|
|
13.6
|
%
|
|
Year Ended December 31, 2015
|
|
Year Ended December 31, 2014
|
||||||||||||||||||
|
Revenue
|
|
Gross
Profit
|
|
Gross Margin
|
|
Revenue
|
|
Gross
Profit
|
|
Gross Margin
|
||||||||||
|
Dollars in millions
|
||||||||||||||||||||
Resorts, vacation rentals and other management services
|
$
|
39.1
|
|
|
$
|
5.6
|
|
|
14.3
|
%
|
|
$
|
35.1
|
|
|
$
|
4.6
|
|
|
13.1
|
%
|
Clubs
|
12.4
|
|
|
1.0
|
|
|
8.1
|
%
|
|
10.4
|
|
|
0.2
|
|
|
1.9
|
%
|
||||
Marinas
|
3.0
|
|
|
0.8
|
|
|
26.7
|
%
|
|
2.9
|
|
|
0.7
|
|
|
24.1
|
%
|
||||
Total
|
$
|
54.5
|
|
|
$
|
7.4
|
|
|
13.6
|
%
|
|
$
|
48.4
|
|
|
$
|
5.5
|
|
|
11.4
|
%
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
In millions
|
||||||||||
Revenue:
|
|
|
|
|
|
||||||
Leasing revenue
|
$
|
9.7
|
|
|
$
|
9.0
|
|
|
$
|
7.0
|
|
Expenses:
|
|
|
|
|
|
||||||
Cost of leasing revenue
|
3.1
|
|
|
2.8
|
|
|
2.3
|
|
|||
Other operating expenses
|
1.3
|
|
|
0.9
|
|
|
0.6
|
|
|||
Depreciation
|
3.1
|
|
|
3.1
|
|
|
2.7
|
|
|||
Total expenses
|
7.5
|
|
|
6.8
|
|
|
5.6
|
|
|||
Operating income
|
2.2
|
|
|
2.2
|
|
|
1.4
|
|
|||
Other expense, net
|
(2.1
|
)
|
|
(1.5
|
)
|
|
(0.3
|
)
|
|||
Net income
|
$
|
0.1
|
|
|
$
|
0.7
|
|
|
$
|
1.1
|
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||
|
Location
|
|
Net Rentable Square Feet
|
|
Percentage Leased
|
|
Net Rentable Square Feet
|
|
Percentage Leased
|
||||
Pier Park North JV
|
Bay County, FL
|
|
320,308
|
|
|
93
|
%
|
|
320,308
|
|
|
90
|
%
|
Venture Crossings
|
Bay County, FL
|
|
105,000
|
|
|
100
|
%
|
|
105,000
|
|
|
100
|
%
|
Windmark Beach JV
(1)
|
Gulf County, FL
|
|
48,035
|
|
|
21
|
%
|
|
48,035
|
|
|
21
|
%
|
SouthWood Town Center
|
Leon County, FL
|
|
34,412
|
|
|
86
|
%
|
|
34,412
|
|
|
68
|
%
|
WaterColor Town Center
(2)
|
Walton County, FL
|
|
31,752
|
|
|
96
|
%
|
|
31,752
|
|
|
96
|
%
|
Port St. Joe Commercial
|
Gulf County, FL
|
|
18,107
|
|
|
100
|
%
|
|
18,107
|
|
|
100
|
%
|
Beach Commerce Park
|
Bay County, FL
|
|
14,700
|
|
|
100
|
%
|
|
—
|
|
|
—
|
%
|
WaterSound Gatehouse
|
Walton County, FL
|
|
12,624
|
|
|
90
|
%
|
|
12,624
|
|
|
90
|
%
|
SummerCamp Commercial
|
Franklin County, FL
|
|
13,000
|
|
|
—
|
%
|
|
13,000
|
|
|
—
|
%
|
Wetappo
|
Gulf County, FL
|
|
4,900
|
|
|
100
|
%
|
|
4,900
|
|
|
100
|
%
|
WaterSound Origins
|
Walton County, FL
|
|
760
|
|
|
100
|
%
|
|
760
|
|
|
—
|
%
|
|
|
|
603,598
|
|
|
87
|
%
|
|
588,898
|
|
|
83
|
%
|
(1)
|
Included in net rentable square feet as of December 31 2016 and 2015, is 13,808 square feet of unfinished space.
|
(2)
|
In addition to net rentable square feet there is also space that we occupy or serves as common area.
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
In millions
|
||||||||||
Revenue:
|
|
|
|
|
|
||||||
Timber revenue
|
$
|
5.2
|
|
|
$
|
6.7
|
|
|
$
|
11.5
|
|
Real estate revenue - AgReserves and other rural land revenue
|
1.4
|
|
|
5.3
|
|
|
569.9
|
|
|||
Total revenue
|
6.6
|
|
|
12.0
|
|
|
581.4
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Cost of timber revenue
|
0.8
|
|
|
0.8
|
|
|
4.5
|
|
|||
Cost of real estate revenue - AgReserves and other rural land revenue
|
0.3
|
|
|
0.5
|
|
|
58.4
|
|
|||
Other operating expenses
|
0.5
|
|
|
0.9
|
|
|
1.9
|
|
|||
Depreciation and depletion
|
0.5
|
|
|
0.6
|
|
|
0.7
|
|
|||
Total expenses
|
2.1
|
|
|
2.8
|
|
|
65.5
|
|
|||
Operating income
|
4.5
|
|
|
9.2
|
|
|
515.9
|
|
|||
Other income, net
|
1.1
|
|
|
1.1
|
|
|
1.2
|
|
|||
Net income
|
$
|
5.6
|
|
|
$
|
10.3
|
|
|
$
|
517.1
|
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
Pine pulpwood
|
232,000
|
|
|
75.1
|
%
|
|
249,000
|
|
|
66.4
|
%
|
|
303,000
|
|
|
70.0
|
%
|
Pine sawtimber
|
62,000
|
|
|
20.1
|
%
|
|
100,000
|
|
|
26.7
|
%
|
|
87,000
|
|
|
20.1
|
%
|
Pine grade logs
|
13,000
|
|
|
4.2
|
%
|
|
24,000
|
|
|
6.4
|
%
|
|
25,000
|
|
|
5.8
|
%
|
Other
|
2,000
|
|
|
0.6
|
%
|
|
2,000
|
|
|
0.5
|
%
|
|
18,000
|
|
|
4.1
|
%
|
Total
|
309,000
|
|
|
100.0
|
%
|
|
375,000
|
|
|
100.0
|
%
|
|
433,000
|
|
|
100.0
|
%
|
|
Year Ended December 31, 2015
|
|
Year Ended December 31, 2014
|
||||||||||||||||||
|
Revenue
|
|
Tons
|
|
Average price
|
|
Revenue
|
|
Tons
|
|
Average price
|
||||||||||
|
(In millions)
|
|
|
|
|
|
(In millions)
|
|
|
|
|
||||||||||
Open market sales
|
$
|
6.6
|
|
|
375,000
|
|
|
$
|
17.71
|
|
|
$
|
7.0
|
|
|
322,000
|
|
|
$
|
21.87
|
|
RockTenn supply agreement
|
—
|
|
|
—
|
|
|
—
|
|
|
3.2
|
|
|
111,000
|
|
|
29.08
|
|
||||
Total
|
$
|
6.6
|
|
|
375,000
|
|
|
$
|
17.71
|
|
|
$
|
10.2
|
|
|
433,000
|
|
|
$
|
23.73
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Dollars in millions)
|
||||||||||
Net cash provided by operating activities
|
$
|
12.9
|
|
|
$
|
22.4
|
|
|
$
|
331.0
|
|
Net cash provided by (used in) investing activities
|
21.0
|
|
|
445.4
|
|
|
(518.7
|
)
|
|||
Net cash (used in) provided by financing activities
|
(5.6
|
)
|
|
(289.5
|
)
|
|
200.3
|
|
|||
Net increase in cash and cash equivalents
|
28.3
|
|
|
178.3
|
|
|
12.6
|
|
|||
Cash and cash equivalents at beginning of the year
|
212.8
|
|
|
34.5
|
|
|
21.9
|
|
|||
Cash and cash equivalents at end of the year
|
$
|
241.1
|
|
|
$
|
212.8
|
|
|
$
|
34.5
|
|
|
Payments due by Calendar Period
|
||||||||||||||||||
|
Total
|
|
Less Than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More Than
5 Years
|
||||||||||
|
In millions
|
||||||||||||||||||
Debt
(1)
|
$
|
55.7
|
|
|
$
|
1.0
|
|
|
$
|
2.1
|
|
|
$
|
2.3
|
|
|
$
|
50.3
|
|
Interest related to debt, including Community Development District debt
(1)
|
18.1
|
|
|
2.2
|
|
|
4.2
|
|
|
4.0
|
|
|
7.7
|
|
|||||
Contractual obligations
(2)
|
25.3
|
|
|
25.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other long term liabilities
(3)
|
131.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
131.1
|
|
|||||
Senior Notes held by SPE
(4)
|
180.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
180.0
|
|
|||||
Interest related to Senior Notes held by SPE
(4)
|
100.1
|
|
|
8.0
|
|
|
16.0
|
|
|
16.0
|
|
|
60.1
|
|
|||||
Total contractual obligations
|
$
|
510.3
|
|
|
$
|
36.5
|
|
|
$
|
22.3
|
|
|
$
|
22.3
|
|
|
$
|
429.2
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
These amounts do not include additional CDD obligations associated with unplatted properties that are not yet fixed or determinable or that are not yet probable or reasonably estimable.
|
(2)
|
These aggregate amounts include individual contracts in excess of $0.1 million.
|
(3)
|
Other long term liabilities include certain of our deferred tax liabilities related to our installment note monetization transactions.
|
(4)
|
Senior Notes held by a consolidated SPE. There is no recourse against the Company on the Senior Notes as recourse is limited to proceeds from the Timber Note and the underlying Letter of Credit held by the SPE. See Note 4. Real Estate Sales, of our consolidated financial statements included in this Form 10-K for further discussion.
|
•
|
a prolonged decrease in the fair value or demand for the properties;
|
•
|
a change in the expected use or development plans for the properties;
|
•
|
continuing operating or cash flow losses for an operating property; and
|
•
|
an accumulation of costs in a development property to be held long-term above the amount originally expected
.
|
•
|
the projected pace of sales of homesites based on estimated market conditions and our development plans;
|
•
|
estimated pricing and projected price appreciation over time;
|
•
|
the length of the estimated development and selling periods, which can differ depending on the size of the development and the number of phases to be developed;
|
•
|
the amount of remaining development costs, including the extent of infrastructure or amenities included in such development costs;
|
•
|
holding costs to be incurred over the selling period;
|
•
|
for bulk land sales of undeveloped and developed parcels future pricing is based upon estimated developed lot pricing less estimated development costs and estimated developer profit;
|
•
|
for commercial development property, future pricing is based on sales of comparable property in similar markets; and
|
•
|
whether liquidity is available to fund continued development.
|
•
|
for investments in inns and rental condominium units, average occupancy and room rates, revenue from food and beverage and other amenity operations, operating expenses and capital expenditures, and eventual disposition of such properties as private residence vacation units or condominiums, based on current prices for similar units appreciated to the expected sale date;
|
•
|
for investments in commercial or retail property, future occupancy and rental rates and the amount of proceeds to be realized upon eventual disposition of such property at a terminal capitalization rate; and
|
•
|
for investments in golf courses, future memberships, rounds and greens fees, operating expenses and capital expenditures, and the amount of proceeds to be realized upon eventual disposition of such properties at a multiple of terminal year cash flows.
|
•
|
our expectations concerning our future business strategy, including exploring the sale of our real estate assets opportunistically or when we believe that we can better deploy those resources;
|
•
|
our expectations regarding available opportunities
provided to us by our liquidity position
to increase recurring revenue and create long-term value;
|
•
|
our 2017 capital expenditures budget and the timing of benefits of these investments;
|
•
|
our plan to enter into a lease with GKN Aerospace;
|
•
|
our beliefs regarding growth in the retirement demographic and the strategic opportunities provided to us by such growing retirement demographic;
|
•
|
our expectations regarding the wide range of residential and commercial uses of our Bay-Walton Sector Plan land holdings, including to serve the active adult retirement market;
|
•
|
our expectations regarding the amount and timing of the impact fees which we will receive in connection with the RiverTown Sale;
|
•
|
our expectation regarding our liquidity or ability to satisfy our working capital needs, expected capital expenditures and principal and interest payments on our long term debt;
|
•
|
our estimates and assumptions regarding the installment notes and the Timber Note; and
|
•
|
our expectation regarding the impact of pending litigation, claims, other disputes or governmental proceedings, on our cash flows, financial condition or results of operations.
|
•
|
any changes in our strategic objectives and our ability to successfully implement such strategic objectives;
|
•
|
any potential negative impact of our longer-term property development strategy, including losses and negative cash flows for an extended period of time if we continue with the self-development of our entitlements;
|
•
|
our ability and the ability of our investment advisor to identify and acquire suitable investments for our investment portfolio that meet our risk and return criteria;
|
•
|
significant decreases in the market value of our investments in securities or any other investments;
|
•
|
our ability to capitalize on strategic opportunities presented by a growing retirement demographic;
|
•
|
our ability to accurately predict market demand for the range of potential residential and commercial uses of our real estate, including our Bay-Walton Sector holdings;
|
•
|
volatility in the consistency and pace of our residential real estate revenue;
|
•
|
economic or other conditions that affect the future prospects for the Southeastern region of the United States and the demand for the Company’s products, including a slowing of the population growth in Florida, inflation, or unemployment rates or declines in consumer confidence or the demand for, or the prices of, housing;
|
•
|
any downturns in real estate markets in Florida or across the nation;
|
•
|
our dependence on the real estate industry and the cyclical nature of our real estate operations;
|
•
|
the impact of natural or man-made disasters or weather conditions, including hurricanes and other severe weather conditions, on the Company’s business;
|
•
|
our ability to successfully and timely obtain land use entitlements and construction financing, maintain compliance with state law requirements and address issues that arise in connection with the use and development of our land, including the permits required for mixed-use and active adult communities;
|
•
|
our ability to enter into a lease with GKN Aerospace on favorable terms or at all;
|
•
|
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 North JV;
|
•
|
our ability to successfully estimate the amount and timing of the impact fees we will receive in connection with the RiverTown Sale;
|
•
|
increases in operating costs, including costs related to real estate taxes, owner association fees, construction materials, labor and insurance and our ability to manage our cost structure;
|
•
|
the sufficiency of our current cash position, anticipated cash flows from cash equivalents and short term investments and cash generated from operations to satisfy our anticipated working capital needs, capital expenditures and principal and interest payments;
|
•
|
our ability to anticipate the impact of pending environmental litigation matters or governmental proceedings on our financial condition or results of operations;
|
•
|
the expense, management distraction and possible liability associated with litigation, claims, other disputes or governmental proceedings;
|
•
|
potential liability under environmental or construction laws, or other laws or regulations;
|
•
|
our ability to receive payments of settlement amounts due under our claims settlement receivable; and
|
•
|
our ability to successfully estimate the impact of certain accounting and tax matters that arise from the installment notes and the Timber Note.
|
Exhibit
Number
|
|
Description
|
2.1
|
|
Agreement for Sale and Purchase, 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).
|
|
|
|
2.2a
|
|
Amendment to Agreement for Sale and Purchase executed on March 19, 2014, by and between The St. Joe Company and Mattamy (Jacksonville) Partnership d/b/a Mattamy Homes (incorporated by reference to Exhibit 10.57 to the registrant’s Current Report on Form 8-K filed on March 25, 2014).
|
|
|
|
3.1
|
|
Restated and Amended Articles of Incorporation of the registrant, (incorporated by reference to Exhibit 3.1 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).
|
|
|
|
4.1
|
|
Indenture, dated April 10, 2014, between Northwest Florida Timber Finance, LLC and Wilmington
Trust, National Association (incorporated by reference to Exhibit 4.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014).
|
|
|
|
4.2
|
|
Form of 4.750% Senior Secured Note due 2029 (incorporated by reference to Exhibit 4.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014).
|
|
|
|
10.1
|
|
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).
|
|
|
|
10.3
|
|
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).
|
|
|
|
10.22
†
|
|
2009 Equity Incentive Plan (incorporated by reference to Appendix A to the registrant’s Proxy Statement on Schedule 14A filed on March 31, 2009).
|
|
|
|
10.22a
†
|
|
2015 Performance and Equity Incentive Plan (incorporated by reference to Exhibit 10.22a to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2015).
|
|
|
|
10.49
**
|
|
Investment Management Agreement, dated October 9, 2015, between Fairholme Trust Company, LLC and The St. Joe Company.
|
|
|
|
10.49a
|
|
Amendment to Investment Management Agreement, dated November 1, 2016, between Fairholme Trust Company, LLC and The St. Joe Company (incorporated by reference to Exhibit 10.49c to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016).
|
|
|
|
10.52
†
|
|
Employment Agreement, dated October 1, 2013, between Marek Bakun and The St. Joe Company (incorporated by reference to Exhibit 10.52 to the registrant’s Current Report on Form 8-K filed on October 3, 2013).
|
|
|
|
10.56
†
|
|
Form of Employment Agreement between Executive and The St. Joe Company (incorporated by reference to Exhibit 10.56 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2013).
|
|
|
|
10.58
|
|
Form of Note Purchase Agreement (incorporated by reference to Exhibit 10.58 to the registrant’s Current Report on Form 8-K filed on April 9, 2014).
|
|
|
|
10.59
†
|
|
Letter Agreement, dated August 13, 2014, between The St. Joe Company and Park Brady (incorporated by reference to Exhibit 10.59 to the registrant’s Current Report on Form 8-K filed on August 18, 2014).
|
|
|
|
|
|
THE ST. JOE COMPANY
|
|
|
|
Date:
|
March 2, 2017
|
/s/ Jorge Gonzalez
|
|
|
Jorge Gonzalez
|
|
|
President, Chief Executive Officer and Director
|
|
|
(Duly Authorized Officer)
|
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Jorge Gonzalez
|
|
President, Chief Executive Officer and Director
|
|
March 2, 2017
|
Jorge Gonzalez
|
|
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Marek Bakun
|
|
Executive Vice President and Chief Financial Officer
|
|
March 2, 2017
|
Marek Bakun
|
|
|
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ Susan D. Mermer
|
|
Chief Accounting Officer
|
|
March 2, 2017
|
Susan D. Mermer
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Bruce R. Berkowitz
|
|
Chairman
|
|
March 2, 2017
|
Bruce R. Berkowitz
|
|
|
|
|
|
|
|
|
|
/s/ Cesar L. Alvarez
|
|
Director
|
|
March 2, 2017
|
Cesar L. Alvarez
|
|
|
|
|
|
|
|
|
|
/s/ Howard S. Frank
|
|
Director
|
|
March 2, 2017
|
Howard S. Frank
|
|
|
|
|
|
|
|
|
|
/s/ Stanley Martin
|
|
Director
|
|
March 2, 2017
|
Stanley Martin
|
|
|
|
|
|
|
|
|
|
/s/ Thomas P. Murphy, Jr.
|
|
Director
|
|
March 2, 2017
|
Thomas P. Murphy, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ Vito S. Portera
|
|
Director
|
|
March 2, 2017
|
Vito S. Portera
|
|
|
|
|
|
Page No.
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
ASSETS
|
|
|
|
||||
Investment in real estate, net
|
$
|
314,620
|
|
|
$
|
313,599
|
|
Cash and cash equivalents
|
241,111
|
|
|
212,773
|
|
||
Investments
|
175,725
|
|
|
191,240
|
|
||
Restricted investments
|
5,636
|
|
|
7,072
|
|
||
Income tax receivable
|
27,057
|
|
|
2,275
|
|
||
Claim settlement receivable
|
7,804
|
|
|
—
|
|
||
Other assets
|
38,410
|
|
|
36,853
|
|
||
Property and equipment, net of accumulated depreciation of $59.4 million and $57.1 million at December 31, 2016 and 2015, respectively
|
8,992
|
|
|
10,145
|
|
||
Investments held by special purpose entities
|
208,590
|
|
|
208,785
|
|
||
Total assets
|
$
|
1,027,945
|
|
|
$
|
982,742
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
LIABILITIES:
|
|
|
|
||||
Debt
|
$
|
55,040
|
|
|
$
|
54,474
|
|
Other liabilities
|
40,950
|
|
|
41,880
|
|
||
Deferred tax liabilities
|
68,846
|
|
|
36,847
|
|
||
Senior Notes held by special purpose entity
|
176,310
|
|
|
176,094
|
|
||
Total liabilities
|
341,146
|
|
|
309,295
|
|
||
EQUITY:
|
|
|
|
||||
Common stock, no par value; 180,000,000 shares authorized; 74,342,826 and 92,332,565 issued at December 31, 2016 and 2015, respectively; 74,342,826 and 75,329,557 outstanding at December 31, 2016 and 2015, respectively
|
572,040
|
|
|
892,387
|
|
||
Retained earnings
|
94,746
|
|
|
78,851
|
|
||
Accumulated other comprehensive income (loss)
|
2,507
|
|
|
(686
|
)
|
||
Treasury stock at cost, 17,003,008 shares held at December 31, 2015
|
—
|
|
|
(305,289
|
)
|
||
Total stockholders’ equity
|
669,293
|
|
|
665,263
|
|
||
Non-controlling interest
|
17,506
|
|
|
8,184
|
|
||
Total equity
|
686,799
|
|
|
673,447
|
|
||
Total liabilities and equity
|
$
|
1,027,945
|
|
|
$
|
982,742
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
ASSETS
|
|
|
|
||||
Investment in real estate
|
$
|
63,362
|
|
|
$
|
46,156
|
|
Cash and cash equivalents
|
3,965
|
|
|
4,067
|
|
||
Other assets
|
13,209
|
|
|
12,853
|
|
||
Investments held by special purpose entity
|
208,590
|
|
|
208,785
|
|
||
|
$
|
289,126
|
|
|
$
|
271,861
|
|
LIABILITIES
|
|
|
|
||||
Debt
|
$
|
47,519
|
|
|
$
|
47,480
|
|
Other liabilities
|
4,275
|
|
|
4,416
|
|
||
Senior Notes held by special purpose entity
|
176,310
|
|
|
176,094
|
|
||
Total liabilities
|
$
|
228,104
|
|
|
$
|
227,990
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenue:
|
|
|
|
|
|
||||||
Real estate revenue
|
$
|
23,397
|
|
|
$
|
33,704
|
|
|
$
|
634,976
|
|
Resorts and leisure revenue
|
57,284
|
|
|
54,488
|
|
|
48,414
|
|
|||
Leasing revenue
|
9,858
|
|
|
8,978
|
|
|
6,977
|
|
|||
Timber revenue
|
5,205
|
|
|
6,701
|
|
|
11,506
|
|
|||
Total revenue
|
95,744
|
|
|
103,871
|
|
|
701,873
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Cost of real estate revenue
|
8,036
|
|
|
16,399
|
|
|
87,132
|
|
|||
Cost of resorts and leisure revenue
|
50,229
|
|
|
47,069
|
|
|
42,900
|
|
|||
Cost of leasing revenue
|
3,108
|
|
|
2,792
|
|
|
2,253
|
|
|||
Cost of timber revenue
|
821
|
|
|
834
|
|
|
4,513
|
|
|||
Other operating and corporate expenses
|
23,019
|
|
|
33,426
|
|
|
26,128
|
|
|||
Pension charges
|
—
|
|
|
—
|
|
|
13,529
|
|
|||
Administrative costs associated with special purpose entities
|
—
|
|
|
—
|
|
|
3,746
|
|
|||
Depreciation, depletion and amortization
|
8,571
|
|
|
9,486
|
|
|
8,422
|
|
|||
Total expenses
|
93,784
|
|
|
110,006
|
|
|
188,623
|
|
|||
Operating income (loss)
|
1,960
|
|
|
(6,135
|
)
|
|
513,250
|
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Investment income, net
|
17,776
|
|
|
22,688
|
|
|
12,691
|
|
|||
Interest expense
|
(12,295
|
)
|
|
(11,429
|
)
|
|
(8,608
|
)
|
|||
Claim settlement
|
12,548
|
|
|
—
|
|
|
—
|
|
|||
Other income (expense), net
|
2,622
|
|
|
(6,287
|
)
|
|
4,488
|
|
|||
Total other income, net
|
20,651
|
|
|
4,972
|
|
|
8,571
|
|
|||
Income (loss) before equity in loss from unconsolidated affiliates and income taxes
|
22,611
|
|
|
(1,163
|
)
|
|
521,821
|
|
|||
Equity in loss from unconsolidated affiliates
|
—
|
|
|
—
|
|
|
(32
|
)
|
|||
Income tax expense
|
(7,147
|
)
|
|
(808
|
)
|
|
(115,507
|
)
|
|||
Net income (loss)
|
15,464
|
|
|
(1,971
|
)
|
|
406,282
|
|
|||
Net loss attributable to non-controlling interest
|
431
|
|
|
240
|
|
|
171
|
|
|||
Net income (loss) attributable to the Company
|
$
|
15,895
|
|
|
$
|
(1,731
|
)
|
|
$
|
406,453
|
|
|
|
|
|
|
|
||||||
NET INCOME PER SHARE
|
|
|
|
|
|
||||||
Basic and Diluted
|
|
|
|
|
|
||||||
Weighted average shares outstanding
|
74,457,541
|
|
|
87,827,869
|
|
|
92,297,467
|
|
|||
Net income (loss) per share attributable to the Company
|
$
|
0.21
|
|
|
$
|
(0.02
|
)
|
|
$
|
4.40
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net income (loss):
|
$
|
15,464
|
|
|
$
|
(1,971
|
)
|
|
$
|
406,282
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
||||||
Available-for-sale investment items:
|
|
|
|
|
|
||||||
Net unrealized gains (losses) on available-for-sale investments
|
5,997
|
|
|
5,650
|
|
|
(1,455
|
)
|
|||
Net unrealized losses on restricted investments
|
(6
|
)
|
|
—
|
|
|
—
|
|
|||
Reclassification of other-than-temporary impairment losses included in earnings
|
—
|
|
|
—
|
|
|
1,295
|
|
|||
Reclassification of realized (gains) losses included in earnings
|
(795
|
)
|
|
(5,311
|
)
|
|
833
|
|
|||
Total before income taxes
|
5,196
|
|
|
339
|
|
|
673
|
|
|||
Income tax (expense) benefit
|
(2,003
|
)
|
|
300
|
|
|
127
|
|
|||
Total
|
3,193
|
|
|
639
|
|
|
800
|
|
|||
|
|
|
|
|
|
||||||
Defined benefit pension items:
|
|
|
|
|
|
||||||
Net loss arising during the period
|
—
|
|
|
—
|
|
|
(2,180
|
)
|
|||
Amortization and settlement included in net periodic cost
|
—
|
|
|
—
|
|
|
7,107
|
|
|||
Amortization of loss included in net periodic cost
|
—
|
|
|
—
|
|
|
465
|
|
|||
Total before income taxes
|
—
|
|
|
—
|
|
|
5,392
|
|
|||
Income tax
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
—
|
|
|
—
|
|
|
5,392
|
|
|||
|
|
|
|
|
|
||||||
Total other comprehensive income, net of tax
|
3,193
|
|
|
639
|
|
|
6,192
|
|
|||
Total comprehensive income (loss)
|
$
|
18,657
|
|
|
$
|
(1,332
|
)
|
|
$
|
412,474
|
|
|
Common Stock
|
|
Retained (Deficit) Earnings
|
|
Accumulated
Other
Comprehensive
(Loss) Income
|
|
|
|
|
|
|
|||||||||||||||
|
Outstanding
Shares
|
|
Amount
|
|
Treasury
Stock
|
|
Non-controlling
Interest
|
|
Total
|
|||||||||||||||||
Balance at December 31, 2013
|
92,292,913
|
|
|
$
|
892,027
|
|
|
$
|
(325,871
|
)
|
|
$
|
(7,517
|
)
|
|
$
|
(285
|
)
|
|
$
|
5,171
|
|
|
$
|
563,525
|
|
Issuance of common stock for director fees
|
9,723
|
|
|
210
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
210
|
|
||||||
Capital contributions to special purpose entity from non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,492
|
|
|
3,492
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
6,192
|
|
|
—
|
|
|
—
|
|
|
6,192
|
|
||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
406,453
|
|
|
—
|
|
|
—
|
|
|
(171
|
)
|
|
406,282
|
|
||||||
Balance at December 31, 2014
|
92,302,636
|
|
|
$
|
892,237
|
|
|
$
|
80,582
|
|
|
$
|
(1,325
|
)
|
|
$
|
(285
|
)
|
|
$
|
8,492
|
|
|
$
|
979,701
|
|
Issuance of common stock for director’s fees
|
9,660
|
|
|
150
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
150
|
|
||||||
Repurchase of common shares
|
(16,982,739
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(305,004
|
)
|
|
—
|
|
|
(305,004
|
)
|
||||||
Capital distribution to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(68
|
)
|
|
(68
|
)
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
639
|
|
|
—
|
|
|
—
|
|
|
639
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
(1,731
|
)
|
|
—
|
|
|
—
|
|
|
(240
|
)
|
|
(1,971
|
)
|
||||||
Balance at December 31, 2015
|
75,329,557
|
|
|
$
|
892,387
|
|
|
$
|
78,851
|
|
|
$
|
(686
|
)
|
|
$
|
(305,289
|
)
|
|
$
|
8,184
|
|
|
$
|
673,447
|
|
Capital contribution from non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,353
|
|
|
10,353
|
|
||||||
Capital distribution to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(600
|
)
|
|
(600
|
)
|
||||||
Issuance of common stock for director’s fees
|
8,919
|
|
|
131
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
131
|
|
||||||
Reduction in excess tax benefits on stock options
|
—
|
|
|
(369
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(369
|
)
|
||||||
Repurchase of common shares
|
(995,650
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,820
|
)
|
|
—
|
|
|
(14,820
|
)
|
||||||
Retirement of treasury stock
|
—
|
|
|
(320,109
|
)
|
|
—
|
|
|
—
|
|
|
320,109
|
|
|
—
|
|
|
—
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
3,193
|
|
|
—
|
|
|
—
|
|
|
3,193
|
|
||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
15,895
|
|
|
—
|
|
|
—
|
|
|
(431
|
)
|
|
15,464
|
|
||||||
Balance at December 31, 2016
|
74,342,826
|
|
|
$
|
572,040
|
|
|
$
|
94,746
|
|
|
$
|
2,507
|
|
|
$
|
—
|
|
|
$
|
17,506
|
|
|
$
|
686,799
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
15,464
|
|
|
$
|
(1,971
|
)
|
|
$
|
406,282
|
|
Adjustments to reconcile net income (loss) to net cash from operating activities:
|
|
|
|
|
|
||||||
Depreciation, depletion and amortization
|
8,571
|
|
|
9,486
|
|
|
8,422
|
|
|||
Stock based compensation
|
131
|
|
|
150
|
|
|
210
|
|
|||
Pension charges
|
—
|
|
|
—
|
|
|
8,749
|
|
|||
(Gain) loss on sale of investments
|
(795
|
)
|
|
(5,311
|
)
|
|
833
|
|
|||
Other-than-temporary impairment loss
|
—
|
|
|
—
|
|
|
1,295
|
|
|||
Equity in loss from unconsolidated joint ventures
|
—
|
|
|
—
|
|
|
32
|
|
|||
Deferred income tax expense
|
29,627
|
|
|
2,323
|
|
|
46,127
|
|
|||
Impairment losses
|
357
|
|
|
—
|
|
|
—
|
|
|||
Gain (loss) on disposal of real estate and property and equipment
|
9
|
|
|
77
|
|
|
(202
|
)
|
|||
Cost of real estate sold
|
6,489
|
|
|
14,584
|
|
|
76,060
|
|
|||
Expenditures for and acquisition of real estate to be sold
|
(8,335
|
)
|
|
(8,378
|
)
|
|
(7,368
|
)
|
|||
Notes financed by the Company for operating properties sold
|
—
|
|
|
—
|
|
|
(19,600
|
)
|
|||
Timber Note
|
—
|
|
|
—
|
|
|
(200,000
|
)
|
|||
Deferred revenue
|
—
|
|
|
(65
|
)
|
|
(13,562
|
)
|
|||
Accretion income and other
|
(2,792
|
)
|
|
(1,780
|
)
|
|
(2,129
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Pension Plan assets reverted to the Company
|
—
|
|
|
—
|
|
|
23,820
|
|
|||
Notes receivable
|
694
|
|
|
21,780
|
|
|
3,242
|
|
|||
Claim settlement receivable
|
(7,804
|
)
|
|
—
|
|
|
—
|
|
|||
Other assets
|
(1,576
|
)
|
|
(3,650
|
)
|
|
(5,010
|
)
|
|||
Other liabilities
|
(2,384
|
)
|
|
(3,330
|
)
|
|
4,946
|
|
|||
Income taxes receivable
|
(24,782
|
)
|
|
(1,497
|
)
|
|
(1,112
|
)
|
|||
Net cash provided by operating activities
|
12,874
|
|
|
22,418
|
|
|
331,035
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Expenditures for Pier Park North JV
|
(1,624
|
)
|
|
(5,783
|
)
|
|
(22,592
|
)
|
|||
Purchases of property and equipment
|
(2,899
|
)
|
|
(3,304
|
)
|
|
(2,483
|
)
|
|||
Proceeds from the disposition of assets
|
3
|
|
|
—
|
|
|
—
|
|
|||
Purchases of investments
|
(357,787
|
)
|
|
(341,994
|
)
|
|
(723,099
|
)
|
|||
Maturities of investments
|
185,000
|
|
|
410,000
|
|
|
150,319
|
|
|||
Sales of investments
|
197,548
|
|
|
385,695
|
|
|
83,239
|
|
|||
Sales of unconsolidated affiliates
|
—
|
|
|
—
|
|
|
3,000
|
|
|||
Investment and maturities of assets held by special purpose entities
|
787
|
|
|
787
|
|
|
(6,921
|
)
|
|||
Other
|
—
|
|
|
—
|
|
|
(148
|
)
|
|||
Net cash provided by (used in) investing activities
|
21,028
|
|
|
445,401
|
|
|
(518,685
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Borrowings on construction/refinanced loan in Pier Park North JV
|
—
|
|
|
48,200
|
|
|
25,173
|
|
|||
Capital contribution from non-controlling interest
|
10,353
|
|
|
—
|
|
|
—
|
|
|||
Capital distribution to non-controlling interest
|
(600
|
)
|
|
(68
|
)
|
|
—
|
|
|||
Repurchase of common shares
|
(14,820
|
)
|
|
(305,004
|
)
|
|
—
|
|
|||
Principal payments for debt
|
(497
|
)
|
|
(31,942
|
)
|
|
(627
|
)
|
|||
Proceeds from issuance of Senior Notes by special purpose entity
|
—
|
|
|
—
|
|
|
177,269
|
|
|||
Debt issuance costs
|
—
|
|
|
(747
|
)
|
|
(1,544
|
)
|
|||
Net cash (used in) provided by financing activities
|
(5,564
|
)
|
|
(289,561
|
)
|
|
200,271
|
|
|||
Net increase in cash and cash equivalents
|
28,338
|
|
|
178,258
|
|
|
12,621
|
|
|||
Cash and cash equivalents at beginning of the year
|
212,773
|
|
|
34,515
|
|
|
21,894
|
|
|||
Cash and cash equivalents at end of the year
|
$
|
241,111
|
|
|
$
|
212,773
|
|
|
$
|
34,515
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cash paid during the period for:
|
|
|
|
|
|
|
||||||
Interest
|
|
$
|
11,811
|
|
|
$
|
10,569
|
|
|
$
|
1,733
|
|
Income taxes
|
|
$
|
2,302
|
|
|
$
|
—
|
|
|
$
|
70,491
|
|
|
|
|
|
|
|
|
||||||
Non-cash financing and investment activities:
|
|
|
|
|
|
|
||||||
Increase (decrease) in Community Development District debt
|
|
$
|
955
|
|
|
$
|
(768
|
)
|
|
$
|
(4,369
|
)
|
Decrease in pledged treasury securities related to defeased debt
|
|
$
|
—
|
|
|
$
|
(25,670
|
)
|
|
$
|
(590
|
)
|
Expenditures for operating properties and property and equipment financed through accounts payable
|
|
$
|
139
|
|
|
$
|
1,138
|
|
|
$
|
4,866
|
|
Exchange of Timber Note for investments held by special purpose entity
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
200,000
|
|
Capital contributions to special purpose entity from non-controlling interest
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,492
|
|
Pension Plan assets transferred to the Company’s 401(k) Plan and invested in restricted investments
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,940
|
|
|
|
|
|
|
|
|
|
|
||
2017
|
$
|
7,784
|
|
2018
|
7,575
|
|
|
2019
|
7,370
|
|
|
2020
|
6,729
|
|
|
2021
|
6,545
|
|
|
|
$
|
36,003
|
|
|
|
|
Estimated Useful Life (in years)
|
Land
|
|
|
N/A
|
Land improvements
|
|
|
15 - 20
|
Buildings
|
|
|
20-40
|
Building improvements
|
|
|
5-25
|
Timber
|
|
|
N/A
|
•
|
a prolonged decrease in the fair value or demand for the Company’s properties;
|
•
|
a change in the expected use or development plans for the Company’s properties;
|
•
|
a material change in strategy that would affect the fair value of the Company’s properties;
|
•
|
continuing operating or cash flow 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.
|
•
|
the projected pace of sales of homesites based on estimated market conditions and the Company’s development plans;
|
•
|
estimated pricing and projected price appreciation over time;
|
•
|
the amount and trajectory of price appreciation over the 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;
|
•
|
for commercial development property, future pricing is based on sales of comparable property in similar markets; and
|
•
|
whether liquidity is available to fund continued development.
|
•
|
for investments in inns and rental condominium units, average occupancy and room rates, revenue from food and beverage and other amenity operations, operating expenses and capital expenditures, and eventual disposition of such properties as private residence vacation units or condominiums, based on current prices for similar units appreciated to the expected sale date;
|
•
|
for investments in commercial or retail property, future occupancy and rental rates and the amount of proceeds to be realized upon eventual disposition of such property at a terminal capitalization rate; and,
|
•
|
for investments in a beach club, golf courses, memberships, future rounds and greens fees, operating expenses and capital expenditures, and the amount of proceeds to be realized upon eventual disposition of such properties at a multiple of terminal year cash flows.
|
|
|
|
Estimated Useful Life (in years)
|
Railroad and equipment
|
|
|
15-30
|
Furniture and fixtures
|
|
|
5-10
|
Machinery and equipment
|
|
|
3-10
|
Office equipment
|
|
|
5-10
|
Autos and trucks
|
|
|
5
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
Development property:
|
|
|
|
||||
Residential real estate
|
$
|
101,292
|
|
|
$
|
99,413
|
|
Commercial real estate
|
57,932
|
|
|
56,587
|
|
||
Resorts and leisure
|
263
|
|
|
—
|
|
||
Leasing operations
|
432
|
|
|
360
|
|
||
Forestry
|
2,492
|
|
|
2,681
|
|
||
Corporate
|
2,438
|
|
|
2,211
|
|
||
Total development property
|
164,849
|
|
|
161,252
|
|
||
|
|
|
|
||||
Operating property:
|
|
|
|
||||
Residential real estate
|
8,097
|
|
|
8,091
|
|
||
Resorts and leisure
|
107,029
|
|
|
109,425
|
|
||
Leasing operations
|
82,336
|
|
|
79,550
|
|
||
Forestry
|
19,608
|
|
|
19,300
|
|
||
Other
|
50
|
|
|
50
|
|
||
Total operating property
|
217,120
|
|
|
216,416
|
|
||
Less: Accumulated depreciation
|
67,349
|
|
|
64,069
|
|
||
Net operating property
|
149,771
|
|
|
152,347
|
|
||
|
|
|
|
||||
Investment in real estate, net
|
$
|
314,620
|
|
|
$
|
313,599
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
Land and land improvements
|
$
|
73,239
|
|
|
$
|
73,161
|
|
Buildings and building improvements
|
133,678
|
|
|
133,399
|
|
||
Timber
|
10,203
|
|
|
9,856
|
|
||
|
217,120
|
|
|
216,416
|
|
||
Less: Accumulated depreciation
|
67,349
|
|
|
64,069
|
|
||
Total operating property, net
|
$
|
149,771
|
|
|
$
|
152,347
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Investment income, net
|
$
|
8,202
|
|
|
$
|
8,217
|
|
|
$
|
6,116
|
|
Interest expense
|
$
|
(8,833
|
)
|
|
$
|
(8,755
|
)
|
|
$
|
(6,584
|
)
|
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
||||||||
Investments:
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
$
|
135,590
|
|
|
$
|
5,311
|
|
|
$
|
1,769
|
|
|
$
|
139,132
|
|
Preferred stock
|
36,048
|
|
|
656
|
|
|
111
|
|
|
36,593
|
|
||||
|
171,638
|
|
|
5,967
|
|
|
1,880
|
|
|
175,725
|
|
||||
Restricted investments:
|
|
|
|
|
|
|
|
||||||||
Short-term bond
|
4,232
|
|
|
—
|
|
|
6
|
|
|
4,226
|
|
||||
Money market fund
|
1,410
|
|
|
—
|
|
|
—
|
|
|
1,410
|
|
||||
|
5,642
|
|
|
—
|
|
|
6
|
|
|
5,636
|
|
||||
|
$
|
177,280
|
|
|
$
|
5,967
|
|
|
$
|
1,886
|
|
|
$
|
181,361
|
|
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
||||||||
Investments:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
$
|
184,819
|
|
|
$
|
—
|
|
|
$
|
79
|
|
|
$
|
184,740
|
|
Corporate debt securities
|
7,273
|
|
|
—
|
|
|
981
|
|
|
6,292
|
|
||||
Preferred stock
|
265
|
|
|
—
|
|
|
57
|
|
|
208
|
|
||||
|
192,357
|
|
|
—
|
|
|
1,117
|
|
|
191,240
|
|
||||
Restricted investments:
|
|
|
|
|
|
|
|
||||||||
Guaranteed income fund
|
7,072
|
|
|
—
|
|
|
—
|
|
|
7,072
|
|
||||
|
$
|
199,429
|
|
|
$
|
—
|
|
|
$
|
1,117
|
|
|
$
|
198,312
|
|
|
As of December 31, 2016
|
|
As of December 31, 2015
|
||||||||||||||||||||||||||||
|
Less Than 12 Months
|
|
12 Months or Greater
|
|
Less Than 12 Months
|
|
12 Months or Greater
|
||||||||||||||||||||||||
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
||||||||||||||||
Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. Treasury securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
184,740
|
|
|
$
|
79
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Corporate debt securities
|
64,516
|
|
|
1,410
|
|
|
6,971
|
|
|
359
|
|
|
6,292
|
|
|
981
|
|
|
—
|
|
|
—
|
|
||||||||
Preferred stock
|
—
|
|
|
—
|
|
|
153
|
|
|
111
|
|
|
208
|
|
|
57
|
|
|
—
|
|
|
—
|
|
||||||||
Restricted investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Short-term bond
|
4,226
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
$
|
68,742
|
|
|
$
|
1,416
|
|
|
$
|
7,124
|
|
|
$
|
470
|
|
|
$
|
191,240
|
|
|
$
|
1,117
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Amortized Cost
|
|
Fair Value
|
||||
Due in one year or less
|
$
|
3,910
|
|
|
$
|
3,719
|
|
Due after one year through five years
|
131,581
|
|
|
135,344
|
|
||
Due after ten through fifteen years
|
99
|
|
|
69
|
|
||
|
135,590
|
|
|
139,132
|
|
||
Preferred stock
|
36,048
|
|
|
36,593
|
|
||
Restricted investments
|
5,642
|
|
|
5,636
|
|
||
|
$
|
177,280
|
|
|
$
|
181,361
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Fair Value
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
86,236
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
86,236
|
|
Commercial paper
|
129,671
|
|
|
—
|
|
|
—
|
|
|
129,671
|
|
||||
|
215,907
|
|
|
—
|
|
|
—
|
|
215,907
|
|
|||||
Investments:
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
57,788
|
|
|
81,344
|
|
|
—
|
|
|
139,132
|
|
||||
Preferred stock
|
19,177
|
|
|
17,416
|
|
|
—
|
|
|
36,593
|
|
||||
|
76,965
|
|
|
98,760
|
|
|
—
|
|
|
175,725
|
|
||||
Restricted investments:
|
|
|
|
|
|
|
|
||||||||
Short-term bond
|
4,226
|
|
|
—
|
|
|
—
|
|
|
4,226
|
|
||||
Money market fund
|
1,410
|
|
|
—
|
|
|
—
|
|
|
1,410
|
|
||||
|
5,636
|
|
|
—
|
|
|
—
|
|
|
5,636
|
|
||||
|
$
|
298,508
|
|
|
$
|
98,760
|
|
|
$
|
—
|
|
|
$
|
397,268
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Fair Value
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
18,233
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,233
|
|
Commercial paper
|
174,973
|
|
|
—
|
|
|
—
|
|
|
174,973
|
|
||||
|
193,206
|
|
|
—
|
|
|
—
|
|
|
193,206
|
|
||||
Investments:
|
|
|
|
|
|
|
|
||||||||
U.S. treasury securities
|
184,740
|
|
|
—
|
|
|
—
|
|
|
184,740
|
|
||||
Corporate debt securities
|
—
|
|
|
6,292
|
|
|
—
|
|
|
6,292
|
|
||||
Preferred stock
|
—
|
|
|
208
|
|
|
—
|
|
|
208
|
|
||||
|
184,740
|
|
|
6,500
|
|
|
—
|
|
|
191,240
|
|
||||
Restricted investments:
|
|
|
|
|
|
|
|
||||||||
Guaranteed income fund
|
—
|
|
|
7,072
|
|
|
—
|
|
|
7,072
|
|
||||
|
$
|
377,946
|
|
|
$
|
13,572
|
|
|
$
|
—
|
|
|
$
|
391,518
|
|
•
|
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 SPEs - time deposit is based on the present value of future cash flows at the current market rate.
See
Note 4.
Real Estate Sales.
|
•
|
The fair value of the Investments held by SPEs - U.S. Treasury securities are measured based on quoted market prices in an active market.
See
Note 4.
Real Estate Sales.
|
•
|
The fair value of the Senior Notes held by SPE is based on the present value of future cash flows at the current market rate.
See
Note 4.
Real Estate Sales.
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||
|
Carrying
value
|
|
Fair value
|
|
Level
|
|
Carrying
value
|
|
Fair value
|
|
Level
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Retained interest investments
|
$
|
10,635
|
|
|
$
|
13,669
|
|
|
3
|
|
$
|
10,246
|
|
|
$
|
13,333
|
|
|
3
|
Investments held by SPEs:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Time deposit
|
$
|
200,000
|
|
|
$
|
200,000
|
|
|
3
|
|
$
|
200,000
|
|
|
$
|
200,000
|
|
|
3
|
U.S. Treasury securities and cash equivalents
|
$
|
8,590
|
|
|
$
|
8,398
|
|
|
1
|
|
$
|
8,785
|
|
|
$
|
9,033
|
|
|
1
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Senior Notes held by SPE
|
$
|
176,310
|
|
|
$
|
199,691
|
|
|
3
|
|
$
|
176,094
|
|
|
$
|
178,035
|
|
|
3
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
Retained interest investments
|
$
|
10,635
|
|
|
$
|
10,246
|
|
Accounts receivable, net
|
4,625
|
|
|
4,382
|
|
||
Notes receivable, net
|
1,926
|
|
|
2,555
|
|
||
Prepaid expenses
|
5,685
|
|
|
5,849
|
|
||
Straight line rent
|
3,812
|
|
|
3,732
|
|
||
Other assets
|
8,789
|
|
|
6,751
|
|
||
Accrued interest receivable for Senior Notes held by SPE
|
2,938
|
|
|
3,338
|
|
||
Total other assets
|
$
|
38,410
|
|
|
$
|
36,853
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
Pier Park Community Development District notes, non-interest bearing, due September 2022, effective rates 5.93% — 6.50% through November 2016
|
$
|
1,684
|
|
|
$
|
1,985
|
|
Interest bearing homebuilder notes, secured by the real estate sold — 4.0% interest rate, due December 2016, paid January 2017
|
33
|
|
|
90
|
|
||
Various mortgage notes, secured by certain real estate, bearing interest at various rates
|
209
|
|
|
480
|
|
||
Total notes receivable, net
|
$
|
1,926
|
|
|
$
|
2,555
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
Railroad and equipment
|
$
|
33,626
|
|
|
$
|
33,626
|
|
Furniture and fixtures
|
19,191
|
|
|
16,749
|
|
||
Machinery and equipment
|
8,998
|
|
|
9,900
|
|
||
Office equipment
|
5,154
|
|
|
5,600
|
|
||
Autos and trucks
|
1,075
|
|
|
1,044
|
|
||
|
68,044
|
|
|
66,919
|
|
||
Less: Accumulated depreciation
|
59,404
|
|
|
57,103
|
|
||
|
8,640
|
|
|
9,816
|
|
||
Construction in progress
|
352
|
|
|
329
|
|
||
Total property and equipment, net
|
$
|
8,992
|
|
|
$
|
10,145
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
BALANCE SHEETS:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
11,948
|
|
|
$
|
13,760
|
|
Other assets
|
59
|
|
|
58
|
|
||
Total assets
|
$
|
12,007
|
|
|
$
|
13,818
|
|
|
|
|
|
||||
Accounts payable and other liabilities
|
$
|
955
|
|
|
$
|
1,978
|
|
Equity
(1)
|
11,052
|
|
|
11,840
|
|
||
Total liabilities and equity
|
$
|
12,007
|
|
|
$
|
13,818
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
STATEMENTS OF OPERATIONS:
|
|
|
|
|
|
||||||
Income
|
$
|
371
|
|
|
$
|
—
|
|
|
$
|
5
|
|
Total expenses
|
1,159
|
|
|
3,073
|
|
|
1,957
|
|
|||
Net loss
|
$
|
788
|
|
|
$
|
3,073
|
|
|
$
|
1,952
|
|
|
Principal
|
|
Unamortized Discount and Debt Issuance Costs
|
|
Net
|
||||||
Refinanced Loan in the Pier Park North JV, due November 2025, bearing interest at 4.1%
|
$
|
48,132
|
|
|
$
|
613
|
|
|
$
|
47,519
|
|
Community Development District debt, secured by certain real estate and standby note purchase agreements, due May 2031 — May 2039, bearing interest at 3.4% to 7.0%
|
7,521
|
|
|
—
|
|
|
7,521
|
|
|||
Total debt
|
$
|
55,653
|
|
|
$
|
613
|
|
|
$
|
55,040
|
|
|
Principal
|
|
Unamortized Discount and Debt Issuance Costs
|
|
Net
|
||||||
Refinanced Loan in the Pier Park North JV, due November 2025, bearing interest at 4.1%
|
$
|
48,200
|
|
|
$
|
720
|
|
|
$
|
47,480
|
|
Community Development District debt, secured by certain real estate and standby note purchase agreements, due May 2016 — May 2039, bearing interest at 2.8% to 7.0%
|
6,994
|
|
|
—
|
|
|
6,994
|
|
|||
Total debt
|
$
|
55,194
|
|
|
$
|
720
|
|
|
$
|
54,474
|
|
|
December 31,
2016 |
||
2017
|
$
|
991
|
|
2018
|
1,033
|
|
|
2019
|
1,075
|
|
|
2020
|
1,120
|
|
|
2021
|
1,166
|
|
|
Thereafter
|
50,268
|
|
|
|
$
|
55,653
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
Accounts payable
|
$
|
4,376
|
|
|
$
|
2,585
|
|
Accrued compensation
|
2,655
|
|
|
3,366
|
|
||
Deferred revenue
|
15,289
|
|
|
15,584
|
|
||
Membership deposits and initiation fees
|
7,384
|
|
|
7,416
|
|
||
Advance deposits
|
3,419
|
|
|
3,574
|
|
||
Other accrued liabilities
|
4,977
|
|
|
6,505
|
|
||
Accrued interest expense for Senior Notes held by SPE
|
2,850
|
|
|
2,850
|
|
||
Total other liabilities
|
$
|
40,950
|
|
|
$
|
41,880
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
(22,416
|
)
|
|
$
|
(1,377
|
)
|
|
$
|
69,245
|
|
State
|
(64
|
)
|
|
(138
|
)
|
|
135
|
|
|||
Total
|
(22,480
|
)
|
|
(1,515
|
)
|
|
69,380
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
29,796
|
|
|
2,261
|
|
|
35,314
|
|
|||
State
|
(169
|
)
|
|
62
|
|
|
10,813
|
|
|||
Total
|
29,627
|
|
|
2,323
|
|
|
46,127
|
|
|||
Income tax expense
|
$
|
7,147
|
|
|
$
|
808
|
|
|
$
|
115,507
|
|
|
|
|
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Income tax expense
|
$
|
7,147
|
|
|
$
|
808
|
|
|
$
|
115,507
|
|
Income tax recorded in accumulated other comprehensive income (loss)
|
|
|
|
|
|
||||||
Income tax expense (benefit)
|
2,003
|
|
|
(300
|
)
|
|
(127
|
)
|
|||
Total income tax expense
|
$
|
9,150
|
|
|
$
|
508
|
|
|
$
|
115,380
|
|
|
|
|
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Tax at the statutory federal rate
|
$
|
8,065
|
|
|
$
|
(323
|
)
|
|
$
|
182,700
|
|
State income taxes (net of federal benefit)
|
806
|
|
|
(32
|
)
|
|
18,270
|
|
|||
Decrease in valuation allowance
|
(941
|
)
|
|
(164
|
)
|
|
(86,882
|
)
|
|||
Fees and expenses for SEC investigation
|
—
|
|
|
1,092
|
|
|
—
|
|
|||
Other
|
(783
|
)
|
|
235
|
|
|
1,419
|
|
|||
Total income tax expense
|
$
|
7,147
|
|
|
$
|
808
|
|
|
$
|
115,507
|
|
|
|
|
|
|
|
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
||||
State net operating loss carryforwards
|
$
|
14,956
|
|
|
$
|
11,400
|
|
Alternative minimum tax credit carryforward
|
13,477
|
|
|
—
|
|
||
Impairment losses
|
63,108
|
|
|
112,143
|
|
||
Prepaid income from land sales
|
5,461
|
|
|
5,490
|
|
||
Other
|
—
|
|
|
1,358
|
|
||
Total gross deferred tax assets
|
97,002
|
|
|
130,391
|
|
||
Valuation allowance
|
(5,135
|
)
|
|
(6,012
|
)
|
||
Total net deferred tax assets
|
91,867
|
|
|
124,379
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Investment in real estate and property and equipment basis differences
|
647
|
|
|
3,071
|
|
||
Deferred gain on land sales and involuntary conversions
|
28,920
|
|
|
28,691
|
|
||
Installment sales
|
127,260
|
|
|
126,741
|
|
||
Pension Plan assets transferred to the 401(k) Plan
|
2,170
|
|
|
2,723
|
|
||
Other
|
1,716
|
|
|
—
|
|
||
Total gross deferred tax liabilities
|
160,713
|
|
|
161,226
|
|
||
Net deferred tax liability
|
$
|
(68,846
|
)
|
|
$
|
(36,847
|
)
|
|
Unrealized Gains and (Losses) on Available-for-Sale Securities
|
||
Accumulated other comprehensive loss at December 31, 2014
|
$
|
(1,325
|
)
|
Other comprehensive income before reclassifications
|
3,428
|
|
|
Amounts reclassified from accumulated other comprehensive loss
|
(2,789
|
)
|
|
Net current year other comprehensive income
|
639
|
|
|
Accumulated other comprehensive loss at December 31, 2015
|
(686
|
)
|
|
Other comprehensive income before reclassifications
|
3,685
|
|
|
Amounts reclassified from accumulated other comprehensive income
|
(492
|
)
|
|
Net current year other comprehensive income
|
3,193
|
|
|
Accumulated other comprehensive income at December 31, 2016
|
$
|
2,507
|
|
|
|
Year Ended December 31, 2016
|
||||||||||
|
|
Before-Tax Amount
|
|
Tax Benefit or (Expense)
|
|
Net-of-Tax Amount
|
||||||
Unrealized gains and (losses) on investments and restricted investments:
|
|
|
|
|
|
|
||||||
Unrealized gains on available-for-sale investments
|
|
$
|
5,997
|
|
|
$
|
(2,308
|
)
|
|
$
|
3,689
|
|
Unrealized losses on restricted investments
|
|
(6
|
)
|
|
2
|
|
|
(4
|
)
|
|||
Less: reclassification adjustment for gains included in earnings
|
|
(795
|
)
|
|
303
|
|
|
(492
|
)
|
|||
Net unrealized gains
|
|
5,196
|
|
|
(2,003
|
)
|
|
3,193
|
|
|||
Other comprehensive income
|
|
$
|
5,196
|
|
|
$
|
(2,003
|
)
|
|
$
|
3,193
|
|
|
|
Year Ended December 31, 2015
|
||||||||||
|
|
Before-Tax Amount
|
|
Tax Benefit or (Expense)
|
|
Net-of-Tax Amount
|
||||||
Unrealized gains on investments:
|
|
|
|
|
|
|
||||||
Unrealized gains on available-for-sale investments
|
|
$
|
5,650
|
|
|
$
|
(2,222
|
)
|
|
$
|
3,428
|
|
Less: reclassification adjustment for gains included in earnings
|
|
(5,311
|
)
|
|
2,522
|
|
|
(2,789
|
)
|
|||
Net unrealized gains
|
|
339
|
|
|
300
|
|
|
639
|
|
|||
Other comprehensive income
|
|
$
|
339
|
|
|
$
|
300
|
|
|
$
|
639
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Stock compensation expense before tax benefit
|
$
|
131
|
|
|
$
|
150
|
|
|
$
|
210
|
|
Income tax benefit
|
(50
|
)
|
|
(58
|
)
|
|
(81
|
)
|
|||
|
$
|
81
|
|
|
$
|
92
|
|
|
$
|
129
|
|
|
|
|
|
|
|
|
Number of Shares
|
|
Weighted Average
Exercise Price
|
|
Weighted Average
Remaining
Contractual Life
(Years)
|
|
Aggregate
Intrinsic Value
($000)
|
|||||
Balance at December 31, 2015
|
99,775
|
|
|
$
|
54.15
|
|
|
0.9
|
|
|
—
|
|
Forfeited or expired
|
54,370
|
|
|
54.24
|
|
|
—
|
|
|
—
|
|
|
Balance at December 31, 2016
|
45,405
|
|
|
$
|
54.05
|
|
|
0.1
|
|
|
—
|
|
Vested or expected to vest at December 31, 2016
|
45,405
|
|
|
$
|
54.05
|
|
|
0.1
|
|
|
—
|
|
Exercisable at December 31, 2016
|
45,405
|
|
|
$
|
54.05
|
|
|
0.1
|
|
|
—
|
|
|
2014
|
||
Interest cost
|
$
|
625
|
|
Expected return on assets
|
550
|
|
|
Amortization of loss
|
465
|
|
|
Settlement charges
|
7,107
|
|
|
Net periodic pension cost
|
$
|
8,747
|
|
|
|
||
Other changes in plan assets and obligations recognized in other comprehensive income:
|
|
||
Gain
|
(5,392
|
)
|
|
Total other comprehensive income
|
(5,392
|
)
|
|
Total net periodic pension cost and other comprehensive income
|
$
|
3,355
|
|
|
|
|
2014
|
Discount rate
|
3.75%
|
Expected long-term rate on plan assets
|
—%
|
Rate of compensation increase
|
N/A
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Investment income, net
|
|
|
|
|
|
|
||||||
Net investment income from available-for-sale securities
|
|
|
|
|
|
|
||||||
Interest and dividend income
|
|
$
|
6,602
|
|
|
$
|
6,940
|
|
|
$
|
6,258
|
|
Accretion income
|
|
1,829
|
|
|
1,526
|
|
|
1,455
|
|
|||
Realized gains (losses) on the sale of investments
|
|
795
|
|
|
5,311
|
|
|
(833
|
)
|
|||
Other-than-temporary impairment losses
|
|
—
|
|
|
—
|
|
|
(1,295
|
)
|
|||
Total net investment income from available-for-sale securities
|
|
9,226
|
|
|
13,777
|
|
|
5,585
|
|
|||
Interest income from investments in SPEs
|
|
8,202
|
|
|
8,217
|
|
|
6,116
|
|
|||
Interest accrued on notes receivable and other interest
|
|
348
|
|
|
694
|
|
|
990
|
|
|||
Total investment income, net
|
|
17,776
|
|
|
22,688
|
|
|
12,691
|
|
|||
Interest expense
|
|
|
|
|
|
|
||||||
Interest expense and amortization of discount and issuance costs for Senior Notes issued by SPE
|
|
(8,833
|
)
|
|
(8,755
|
)
|
|
(6,584
|
)
|
|||
Interest expense
|
|
(3,462
|
)
|
|
(2,674
|
)
|
|
(2,024
|
)
|
|||
Total interest expense
|
|
(12,295
|
)
|
|
(11,429
|
)
|
|
(8,608
|
)
|
|||
Claim settlement
|
|
12,548
|
|
|
—
|
|
|
—
|
|
|||
Other income (expense), net
|
|
|
|
|
|
|
||||||
SEC investigation fees and expenses
|
|
742
|
|
|
(8,161
|
)
|
|
—
|
|
|||
Accretion income from retained interest investments
|
|
991
|
|
|
913
|
|
|
889
|
|
|||
Hunting lease income
|
|
553
|
|
|
562
|
|
|
764
|
|
|||
Litigation and insurance proceeds received
|
|
—
|
|
|
—
|
|
|
1,814
|
|
|||
Other income, net
|
|
336
|
|
|
399
|
|
|
1,021
|
|
|||
Other income (expense), net
|
|
2,622
|
|
|
(6,287
|
)
|
|
4,488
|
|
|||
Total other income, net
|
|
$
|
20,651
|
|
|
$
|
4,972
|
|
|
$
|
8,571
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
OPERATING REVENUE:
|
|
|
|
|
|
||||||
Residential real estate
(a)
|
$
|
19,483
|
|
|
$
|
21,137
|
|
|
$
|
61,444
|
|
Commercial real estate
|
2,187
|
|
|
7,160
|
|
|
3,265
|
|
|||
Resorts and leisure
|
57,284
|
|
|
54,488
|
|
|
48,414
|
|
|||
Leasing operations
|
9,742
|
|
|
8,978
|
|
|
6,977
|
|
|||
Forestry revenue
(b)
|
6,673
|
|
|
12,042
|
|
|
581,442
|
|
|||
Other
|
375
|
|
|
66
|
|
|
331
|
|
|||
Consolidated operating revenue
|
$
|
95,744
|
|
|
$
|
103,871
|
|
|
$
|
701,873
|
|
|
|
|
|
|
|
||||||
COST OF REVENUE:
|
|
|
|
|
|
||||||
Cost of residential real estate revenue
(c)
|
$
|
6,383
|
|
|
$
|
10,853
|
|
|
$
|
27,562
|
|
Cost of commercial real estate revenue
|
1,323
|
|
|
4,974
|
|
|
1,031
|
|
|||
Cost of resorts and leisure revenue
|
50,229
|
|
|
47,069
|
|
|
42,900
|
|
|||
Cost of leasing revenue
|
3,108
|
|
|
2,792
|
|
|
2,253
|
|
|||
Cost of forestry revenue
(d)
|
1,121
|
|
|
1,402
|
|
|
63,029
|
|
|||
Cost of other revenue
|
30
|
|
|
4
|
|
|
23
|
|
|||
Consolidated cost of revenue
|
$
|
62,194
|
|
|
$
|
67,094
|
|
|
$
|
136,798
|
|
|
|
|
|
|
|
||||||
OTHER OPERATING AND CORPORATE EXPENSES:
|
|
|
|
|
|
||||||
Residential real estate
|
$
|
5,744
|
|
|
$
|
10,215
|
|
|
$
|
8,269
|
|
Commercial real estate
|
2,167
|
|
|
2,104
|
|
|
2,271
|
|
|||
Resorts and leisure
|
547
|
|
|
426
|
|
|
452
|
|
|||
Leasing operations
|
1,325
|
|
|
927
|
|
|
557
|
|
|||
Forestry revenue
|
530
|
|
|
941
|
|
|
1,910
|
|
|||
Other
|
12,706
|
|
|
18,813
|
|
|
12,669
|
|
|||
Consolidated other operating and corporate expenses
|
$
|
23,019
|
|
|
$
|
33,426
|
|
|
$
|
26,128
|
|
|
|
|
|
|
|
||||||
DEPRECIATION, DEPLETION AND AMORTIZATION:
|
|
|
|
|
|
||||||
Residential real estate
|
$
|
286
|
|
|
$
|
544
|
|
|
$
|
662
|
|
Resorts and leisure
|
4,402
|
|
|
5,096
|
|
|
4,143
|
|
|||
Leasing operations
|
3,137
|
|
|
3,118
|
|
|
2,685
|
|
|||
Forestry
|
552
|
|
|
581
|
|
|
729
|
|
|||
Other
|
194
|
|
|
147
|
|
|
203
|
|
|||
Consolidated depreciation, depletion and amortization
|
$
|
8,571
|
|
|
$
|
9,486
|
|
|
$
|
8,422
|
|
|
|
|
|
|
|
||||||
INVESTMENT INCOME, NET
|
|
|
|
|
|
||||||
Residential real estate and other
|
$
|
97
|
|
|
$
|
571
|
|
|
$
|
994
|
|
Corporate
(e)
|
17,679
|
|
|
22,117
|
|
|
11,697
|
|
|||
Consolidated investment income, net
|
$
|
17,776
|
|
|
$
|
22,688
|
|
|
$
|
12,691
|
|
|
|
|
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
CAPITAL EXPENDITURES:
|
|
|
|
|
|
||||||
Residential real estate
|
$
|
3,319
|
|
|
$
|
4,923
|
|
|
$
|
4,981
|
|
Commercial real estate
|
3,937
|
|
|
2,165
|
|
|
854
|
|
|||
Resorts and leisure
|
1,287
|
|
|
2,526
|
|
|
2,198
|
|
|||
Leasing operations
|
2,899
|
|
|
5,849
|
|
|
22,600
|
|
|||
Forestry
|
1,095
|
|
|
1,366
|
|
|
1,537
|
|
|||
Other
|
321
|
|
|
636
|
|
|
271
|
|
|||
Total capital expenditures
|
$
|
12,858
|
|
|
$
|
17,465
|
|
|
$
|
32,441
|
|
|
December 31,
2016 |
|
December 31, 2015
|
||||
TOTAL ASSETS:
|
|
|
|
||||
Residential real estate
|
$
|
112,220
|
|
|
$
|
109,791
|
|
Commercial real estate
|
62,009
|
|
|
62,649
|
|
||
Resorts and leisure
|
73,436
|
|
|
75,441
|
|
||
Leasing operations
|
79,004
|
|
|
81,400
|
|
||
Forestry
|
20,664
|
|
|
20,244
|
|
||
Other
|
680,612
|
|
|
633,217
|
|
||
Total assets
|
$
|
1,027,945
|
|
|
$
|
982,742
|
|
(a)
|
Includes revenue of $43.6 million from the RiverTown Sale in 2014.
|
(b)
|
Includes revenue of $570.9 million from the AgReserves Sale in 2014.
|
(c)
|
Includes cost of revenue of $17.6 million from the RiverTown Sale in 2014.
|
(d)
|
Includes cost of revenue of $58.4 million from the AgReserves Sale in 2014.
|
(e)
|
Includes interest income from investments in SPEs of $8.2 million in both 2016 and 2015 and $6.1 million in 2014.
|
(f)
|
Includes interest expense from Senior Note issued by SPE of $8.8 million in both 2016 and 2015 and $6.6 million in 2014.
|
(g)
|
Includes pension charges of $13.5 million in 2014.
|
|
Quarters Ended
|
||||||||||||||
|
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
||||||||
2016
|
|
|
|
|
|
|
|
||||||||
Operating revenue
|
$
|
18,747
|
|
|
$
|
27,192
|
|
|
$
|
29,551
|
|
|
$
|
20,254
|
|
Operating (loss) income
|
$
|
(881
|
)
|
|
$
|
1,595
|
|
|
$
|
2,143
|
|
|
$
|
(897
|
)
|
Net income attributable to the Company
|
$
|
2,709
|
|
|
$
|
2,711
|
|
|
$
|
1,810
|
|
|
$
|
8,665
|
|
Basic and diluted income per share attributable to the Company
|
$
|
0.04
|
|
|
$
|
0.04
|
|
|
$
|
0.02
|
|
|
$
|
0.11
|
|
2015
|
|
|
|
|
|
|
|
||||||||
Operating revenue
|
$
|
21,104
|
|
|
$
|
27,830
|
|
|
$
|
37,846
|
|
|
$
|
17,091
|
|
Operating (loss) income
|
$
|
(3,861
|
)
|
|
$
|
(2,383
|
)
|
|
$
|
5,811
|
|
|
$
|
(5,702
|
)
|
Net (loss) income attributable to the Company
|
$
|
(2,541
|
)
|
|
$
|
2,772
|
|
|
$
|
(224
|
)
|
|
$
|
(1,738
|
)
|
Basic and diluted (loss) income per share attributable to the Company
|
$
|
(0.03
|
)
|
|
$
|
0.03
|
|
|
$
|
—
|
|
|
$
|
(0.02
|
)
|
|
|
|
|
Initial Cost to Company
(1)
|
|
|
|
Gross Amount at December 31, 2016
|
|
|
|
|
|
|
||||||||||||||||||||||
Description
|
|
Encumbrances
|
|
Land & Improvements
|
|
Buildings &
Improvements
|
|
Costs
Capitalized Subsequent to Acquisition or Construction (2) |
|
Land & Land
Improvements
|
|
Buildings and
Improvements
|
|
Total
|
|
Accumulated
Depreciation
|
|
Date of Construction or Acquisition
|
|
Depreciation Life (In Years)
|
||||||||||||||||
Residential developments
|
|
$
|
2,732
|
|
|
$
|
49,884
|
|
|
$
|
11,351
|
|
|
$
|
48,154
|
|
|
$
|
107,532
|
|
|
$
|
1,857
|
|
|
$
|
109,389
|
|
|
$
|
2,654
|
|
|
through 2016
|
|
n/a
|
Commercial developments
|
|
4,769
|
|
|
35,656
|
|
|
—
|
|
|
22,276
|
|
|
57,932
|
|
|
—
|
|
|
57,932
|
|
|
42
|
|
|
through 2016
|
|
n/a
|
||||||||
Resorts and leisure
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
WaterColor Inn
|
|
—
|
|
|
1,137
|
|
|
13,692
|
|
|
5,984
|
|
|
1,568
|
|
|
19,245
|
|
|
20,813
|
|
|
8,193
|
|
|
2002, 2013
|
|
10 - 40
|
||||||||
Clubs and golf courses
|
|
—
|
|
|
37,851
|
|
|
23,998
|
|
|
(2,989
|
)
|
|
35,138
|
|
|
23,722
|
|
|
58,860
|
|
|
26,474
|
|
|
2001 - 2007
|
|
10 - 25
|
||||||||
Marinas
|
|
—
|
|
|
6,400
|
|
|
9,529
|
|
|
2
|
|
|
6,286
|
|
|
9,645
|
|
|
15,931
|
|
|
4,203
|
|
|
2006 - 2007
|
|
10 - 25
|
||||||||
Other
|
|
—
|
|
|
—
|
|
|
11,599
|
|
|
89
|
|
|
—
|
|
|
11,688
|
|
|
11,688
|
|
|
4,137
|
|
|
2008 - 2009
|
|
10 - 30
|
||||||||
Commercial leasing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Pier Park North
|
|
47,519
|
|
|
13,711
|
|
|
35,243
|
|
|
1,270
|
|
|
13,449
|
|
|
36,775
|
|
|
50,224
|
|
|
4,238
|
|
|
2014 - 2016
|
|
15 - 40
|
||||||||
Town centers
|
|
—
|
|
|
823
|
|
|
20,332
|
|
|
(2,251
|
)
|
|
784
|
|
|
18,120
|
|
|
18,904
|
|
|
12,728
|
|
|
2001 - 2008
|
|
10 - 25
|
||||||||
VentureCrossings
|
|
—
|
|
|
3,203
|
|
|
8,491
|
|
|
(1,729
|
)
|
|
2,024
|
|
|
7,941
|
|
|
9,965
|
|
|
2,055
|
|
|
2012
|
|
10 - 25
|
||||||||
Other
|
|
20
|
|
|
466
|
|
|
2,399
|
|
|
274
|
|
|
740
|
|
|
2,399
|
|
|
3,139
|
|
|
469
|
|
|
through 2016
|
|
10 - 25
|
||||||||
Timberlands
|
|
—
|
|
|
6,421
|
|
|
1,872
|
|
|
11,315
|
|
|
17,322
|
|
|
2,286
|
|
|
19,608
|
|
|
2,131
|
|
|
n/a
|
|
n/a
|
||||||||
Unimproved land
|
|
—
|
|
|
85
|
|
|
—
|
|
|
5,431
|
|
|
5,516
|
|
|
—
|
|
|
5,516
|
|
|
25
|
|
|
n/a
|
|
n/a
|
||||||||
Total
|
|
$
|
55,040
|
|
|
$
|
155,637
|
|
|
$
|
138,506
|
|
|
$
|
87,826
|
|
|
$
|
248,291
|
|
|
$
|
133,678
|
|
|
$
|
381,969
|
|
|
$
|
67,349
|
|
|
|
|
|
(1)
|
Includes initial costs to the Company to place the assets in service.
|
(2)
|
Includes cumulative impairments.
|
(A)
|
The aggregate cost of real estate owned at December 31, 2016 for federal income tax purposes is approximately $410.2 million.
|
(B)
|
Reconciliation of real estate owned (in thousands of dollars):
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at beginning of the year
|
$
|
377,668
|
|
|
$
|
379,944
|
|
|
$
|
436,264
|
|
Amounts capitalized
|
13,875
|
|
|
13,372
|
|
|
26,047
|
|
|||
Impairments
|
(357
|
)
|
|
—
|
|
|
—
|
|
|||
Cost of real estate sold
|
(6,489
|
)
|
|
(14,584
|
)
|
|
(76,060
|
)
|
|||
Amounts retired or adjusted
|
(2,728
|
)
|
|
(1,064
|
)
|
|
(6,307
|
)
|
|||
Balance at the end of the year
|
$
|
381,969
|
|
|
$
|
377,668
|
|
|
$
|
379,944
|
|
|
|
|
|
|
|
(C)
|
Reconciliation of accumulated depreciation (in thousands of dollars):
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at beginning of the year
|
$
|
64,069
|
|
|
$
|
58,132
|
|
|
$
|
53,496
|
|
Depreciation expense
|
6,002
|
|
|
6,204
|
|
|
5,694
|
|
|||
Amounts retired or adjusted
|
(2,722
|
)
|
|
(267
|
)
|
|
(1,058
|
)
|
|||
Balance at the end of the year
|
$
|
67,349
|
|
|
$
|
64,069
|
|
|
$
|
58,132
|
|
|
|
|
|
|
|
FAIRHOLME TRUST COMPANY, LLC
|
|
|
|
|||
|
|
|
|
|
|
|
Signature:
|
|
/s/ Wayne Kellner
|
|
Date:
|
|
11/2/2015
|
Name:
|
|
Wayne Kellner
|
|
|
|
|
Title:
|
|
CFO
|
|
|
|
|
|
|
|
|
|
|
|
THE ST. JOE COMPANY
|
|
|
||
|
|
|
|
Consent to Electronic Delivery
|
Signature:
|
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/s/ Marek Bakun
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/s/ MB
By initialing this paragraph and providing an e-mail address, the Client consents, in accordance with the provisions of this Agreement, to FTC's delivery of Required Documents in electronic form at FTC's discretion, in lieu of a separate mailing of paper copies until such time as the Client revokes this consent in writing. The Client understands that there may be security risks in accessing Account information through the Internet and accepts those risks. If the Client elsewhere consents to electronic delivery of Required Documents (such as through the Online Services) either prior or subsequent to the execution of this Agreement, the absence of consent to electronic delivery in this Agreement shall not negate such other consent. For the convenience of the Client, FTC reserves the right to deliver electronically any additional Account communications that are not required by law to be delivered in writing.
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Name:
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Marek Bakun
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Title:
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CFO-EVP
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Address:
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133 South Watersound Parkway
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Watersound, Florida 32413
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Telephone:
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850-231-7407
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E-mail Address:
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marek.bakun@joe.com
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Country of Citizenship:
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Not Applicable
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Date:
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Custodian Name:
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Jefferies LLC
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Account Number:
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431-00926
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Account Title:
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The St. Joe Company
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Account Address:
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520 Madison Avenue, 12
th
Floor, New York, NY 10022
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%
of Investment Account*
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Instrument
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Minimum
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Maximum
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Cash & Cash Equivalents** (Investment Grade)
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50%
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100%
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Investment in any one issuer, on a consolidated basis
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(excluding U.S. Government)
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0%
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15%***
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•
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No investments in common equity
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•
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All
securities to be custodied in cash-only account
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•
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No investments in shares of any fund advised by ITC or FCM (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)
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•
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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.
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FAIRHOLME TRUST COMPANY, LLC
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THE ST JOE COMPANY by:
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Signature:
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/s/ Wayne Kellner
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Signature:
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/s/ Marek Bakun
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Name:
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Wayne Kellner
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Name:
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Marek Bakun
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Title:
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CFO
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Title:
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CFO-EVP
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Date:
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11/1/2015
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Date:
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11/1/2015
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COMPANY NAME
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STATE OF
ORGANIZATION
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Artisan Park, L.L.C.
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DE
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Arvida Realty, LLC
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FL
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Bay Parkway Multi-Family, LLC
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FL
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Bay Point Marina, LLC
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FL
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Breakfast Point, LLC
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FL
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Commercial Real Estate Acquisitions, LLC
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FL
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Commercial Real Estate Development, LLC
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FL
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Commercial Real Estate Holdings, LLC
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FL
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Crooked Creek Utility Company
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FL
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Florida Timber Finance I, LLC
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DE
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Florida Timber Finance II, LLC
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DE
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Florida Timber Finance III, LLC
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DE
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Georgia Timber Finance I, LLC
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DE
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NatureWalk Office, LLC
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FL
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Northwest Florida Timber Finance, LLC
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DE
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Panama City Beach Venture II, LLC
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FL
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Panama City Beach Venture III, LLC
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FL
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Panama City Beach Venture PCM, LLC
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FL
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Paradise Pointe, L.L.C.
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FL
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Park Point Land, LLC
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FL
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Peach Creek Aggregate Storage and Transport, LLC
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FL
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Plume Street, LLC
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DE
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Plume Street Manager, LLC
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DE
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Residential Community Title Company
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DE
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Resort Real Estate Holdings, LLC
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FL
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SJPPN, LLC
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FL
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Southeastern Land Ventures, LLC
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DE
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Southwood Tallahassee, LLC
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FL
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St. James Island Utility Company
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FL
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St. Joe Club & Resorts Vacation Rentals, LLC
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FL
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St. Joe Community Sales, Inc.
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FL
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St. Joe Corporate Services, LLC
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FL
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St. Joe Development, LLC
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FL
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St. Joe Resort Operations, LLC
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FL
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St. Joe VentureCrossings Leasing, LLC
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FL
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SummerCamp Beach, LLC
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FL
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St. Joe SouthWood Properties, Inc.
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FL
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St. Joe Timberland Company of Delaware, L.L.C.
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DE
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SweetTea Publishing, L.L.C.
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FL
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Talisman Sugar Corporation
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FL
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The WaterSound Company, LLC
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FL
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WaterColor Inn, LLC
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FL
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Watersound Aggregate Storage & Transport, LLC
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FL
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WaterSound Beach Club, LLC
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FL
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Watersound Parkway, LLC
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FL
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Watersound Title Agency, LLC
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FL
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WaterSound Trail, LLC
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FL
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WindMark Beach, LLC
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FL
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Windmark JV, LLC
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FL
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1.
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I have reviewed this annual report on Form 10-K for the year ended
December 31, 2016
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/ Jorge Gonzalez
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Jorge Gonzalez
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President, Chief Executive Officer and Director
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1.
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I have reviewed this annual report on Form 10-K for the year ended December 31, 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
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Executive Vice President and Chief Financial Officer
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/s/ Jorge Gonzalez
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Jorge Gonzalez
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President, Chief Executive Officer and Director
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/s/ Marek Bakun
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Marek Bakun
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Executive Vice President and Chief Financial Officer
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