|
|
x
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QUARTERLY 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.)
|
|
||
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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Large accelerated filer
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¨
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Accelerated filer
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þ
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|
|
|
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging growth company
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¨
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Page No.
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September 30,
2017 |
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December 31,
2016 |
||||
ASSETS
|
|
|
|
||||
Investment in real estate, net
|
$
|
337,509
|
|
|
$
|
314,620
|
|
Cash and cash equivalents
|
166,773
|
|
|
241,111
|
|
||
Investments
|
145,236
|
|
|
175,725
|
|
||
Restricted investments
|
4,462
|
|
|
5,636
|
|
||
Income tax receivable
|
—
|
|
|
27,057
|
|
||
Claim settlement receivable
|
7,982
|
|
|
7,804
|
|
||
Other assets
|
40,500
|
|
|
38,410
|
|
||
Property and equipment, net of accumulated depreciation of
$60,365
and $59,404 at September 30, 2017 and December 31, 2016, respectively
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9,282
|
|
|
8,992
|
|
||
Investments held by special purpose entities
|
207,942
|
|
|
208,590
|
|
||
Total assets
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$
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919,686
|
|
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$
|
1,027,945
|
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LIABILITIES AND EQUITY
|
|
|
|
||||
LIABILITIES:
|
|
|
|
||||
Debt
|
$
|
55,738
|
|
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$
|
55,040
|
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Other liabilities
|
49,876
|
|
|
40,950
|
|
||
Deferred tax liabilities
|
70,839
|
|
|
68,846
|
|
||
Senior notes held by special purpose entity
|
176,479
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|
|
176,310
|
|
||
Total liabilities
|
352,932
|
|
|
341,146
|
|
||
EQUITY:
|
|
|
|
||||
Common stock, no par value; 180,000,000 shares authorized; 74,348,160 and 74,342,826 issued at September 30, 2017 and December 31, 2016, respectively; and 66,536,223 and 74,342,826 outstanding at September 30, 2017 and December 31, 2016, respectively
|
572,087
|
|
|
572,040
|
|
||
Retained earnings
|
115,821
|
|
|
94,746
|
|
||
Accumulated other comprehensive (loss) income
|
(1,191
|
)
|
|
2,507
|
|
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Treasury stock at cost, 7,811,937 shares held at September 30, 2017
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(135,995
|
)
|
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—
|
|
||
Total stockholders’ equity
|
550,722
|
|
|
669,293
|
|
||
Non-controlling interest
|
16,032
|
|
|
17,506
|
|
||
Total equity
|
566,754
|
|
|
686,799
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|
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Total liabilities and equity
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$
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919,686
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|
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$
|
1,027,945
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September 30,
2017 |
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December 31,
2016 |
||||
ASSETS
|
|
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|
||||
Investment in real estate, net
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$
|
59,877
|
|
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$
|
63,362
|
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Cash and cash equivalents
|
5,099
|
|
|
3,965
|
|
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Other assets
|
12,229
|
|
|
13,209
|
|
||
Investments held by special purpose entities
|
207,942
|
|
|
208,590
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|
||
Total assets
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$
|
285,147
|
|
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$
|
289,126
|
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LIABILITIES
|
|
|
|
||||
Debt
|
$
|
46,977
|
|
|
$
|
47,519
|
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Other liabilities
|
2,221
|
|
|
4,275
|
|
||
Senior notes held by special purpose entity
|
176,479
|
|
|
176,310
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|
||
Total liabilities
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$
|
225,677
|
|
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$
|
228,104
|
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Three Months Ended
September 30, |
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Nine Months Ended
September 30, |
||||||||||||
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2017
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2016
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2017
|
|
2016
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||||||||
Revenue:
|
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||||||||
Real estate revenue
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$
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10,707
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$
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4,163
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$
|
19,383
|
|
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$
|
17,988
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Resorts and leisure revenue
|
18,198
|
|
|
19,046
|
|
|
45,633
|
|
|
47,590
|
|
||||
Leasing revenue
|
2,856
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|
|
2,685
|
|
|
7,911
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|
|
7,366
|
|
||||
Timber revenue
|
1,893
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|
|
1,298
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|
|
4,308
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|
|
4,053
|
|
||||
Total revenue
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33,654
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|
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27,192
|
|
|
77,235
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|
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76,997
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|
||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of real estate revenue
|
6,405
|
|
|
1,949
|
|
|
10,350
|
|
|
6,688
|
|
||||
Cost of resorts and leisure revenue
|
14,513
|
|
|
15,438
|
|
|
38,200
|
|
|
40,402
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|
||||
Cost of leasing revenue
|
842
|
|
|
710
|
|
|
2,308
|
|
|
2,219
|
|
||||
Cost of timber revenue
|
167
|
|
|
213
|
|
|
562
|
|
|
626
|
|
||||
Other operating and corporate expenses
|
4,968
|
|
|
5,193
|
|
|
15,303
|
|
|
17,736
|
|
||||
Depreciation, depletion and amortization
|
2,306
|
|
|
2,094
|
|
|
6,291
|
|
|
6,484
|
|
||||
Total expenses
|
29,201
|
|
|
25,597
|
|
|
73,014
|
|
|
74,155
|
|
||||
Operating income
|
4,453
|
|
|
1,595
|
|
|
4,221
|
|
|
2,842
|
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
Investment income, net
|
6,452
|
|
|
4,689
|
|
|
31,110
|
|
|
10,378
|
|
||||
Interest expense
|
(3,038
|
)
|
|
(3,075
|
)
|
|
(9,117
|
)
|
|
(9,255
|
)
|
||||
Claim settlement
|
—
|
|
|
—
|
|
|
—
|
|
|
12,548
|
|
||||
Other income, net
|
917
|
|
|
435
|
|
|
5,560
|
|
|
1,487
|
|
||||
Total other income, net
|
4,331
|
|
|
2,049
|
|
|
27,553
|
|
|
15,158
|
|
||||
Income before income taxes
|
8,784
|
|
|
3,644
|
|
|
31,774
|
|
|
18,000
|
|
||||
Income tax expense
|
(2,643
|
)
|
|
(948
|
)
|
|
(10,831
|
)
|
|
(5,170
|
)
|
||||
Net income
|
6,141
|
|
|
2,696
|
|
|
20,943
|
|
|
12,830
|
|
||||
Net (income) loss attributable to non-controlling interest
|
(198
|
)
|
|
15
|
|
|
132
|
|
|
356
|
|
||||
Net income attributable to the Company
|
$
|
5,943
|
|
|
$
|
2,711
|
|
|
$
|
21,075
|
|
|
$
|
13,186
|
|
|
|
|
|
|
|
|
|
||||||||
NET INCOME PER SHARE
|
|
|
|
|
|
|
|
||||||||
Basic and Diluted
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding
|
70,202,807
|
|
|
74,342,826
|
|
|
72,037,772
|
|
|
74,496,058
|
|
||||
Net income per share attributable to the Company
|
$
|
0.08
|
|
|
$
|
0.04
|
|
|
$
|
0.29
|
|
|
$
|
0.18
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income:
|
$
|
6,141
|
|
|
$
|
2,696
|
|
|
$
|
20,943
|
|
|
$
|
12,830
|
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
|
|
||||||||
Available-for-sale investment items:
|
|
|
|
|
|
|
|
||||||||
Net unrealized (loss) gain on available-for-sale investments
|
(683
|
)
|
|
3,257
|
|
|
3,967
|
|
|
3,259
|
|
||||
Net unrealized gain on restricted investments
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
||||
Reclassification of realized loss (gain) included in earnings
|
104
|
|
|
(40
|
)
|
|
(10,757
|
)
|
|
(40
|
)
|
||||
Reclassification of other-than-temporary impairment loss included in earnings
|
403
|
|
|
—
|
|
|
769
|
|
|
—
|
|
||||
Total before income taxes
|
(172
|
)
|
|
3,217
|
|
|
(6,017
|
)
|
|
3,219
|
|
||||
Income tax (expense) benefit
|
(75
|
)
|
|
(1,238
|
)
|
|
2,319
|
|
|
(1,239
|
)
|
||||
Total other comprehensive (loss) income, net of tax
|
(247
|
)
|
|
1,979
|
|
|
(3,698
|
)
|
|
1,980
|
|
||||
Total comprehensive income, net of tax
|
$
|
5,894
|
|
|
$
|
4,675
|
|
|
$
|
17,245
|
|
|
$
|
14,810
|
|
|
Common Stock
|
|
Retained Earnings
|
|
Accumulated
Other
Comprehensive Income (Loss)
|
|
|
|
|
|
|
|||||||||||||||
|
Outstanding
Shares
|
|
Amount
|
|
Treasury
Stock
|
|
Non-controlling
Interest
|
|
Total
|
|||||||||||||||||
Balance at December 31, 2016
|
74,342,826
|
|
|
$
|
572,040
|
|
|
$
|
94,746
|
|
|
$
|
2,507
|
|
|
$
|
—
|
|
|
$
|
17,506
|
|
|
$
|
686,799
|
|
Capital contribution from non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
188
|
|
|
188
|
|
||||||
Capital distribution to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,530
|
)
|
|
(1,530
|
)
|
||||||
Issuance of common stock for director’s fees
|
5,334
|
|
|
47
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47
|
|
||||||
Repurchase of common shares
|
(7,811,937
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(135,995
|
)
|
|
—
|
|
|
(135,995
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,698
|
)
|
|
—
|
|
|
—
|
|
|
(3,698
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
21,075
|
|
|
—
|
|
|
—
|
|
|
(132
|
)
|
|
20,943
|
|
||||||
Balance at September 30, 2017
|
66,536,223
|
|
|
$
|
572,087
|
|
|
$
|
115,821
|
|
|
$
|
(1,191
|
)
|
|
$
|
(135,995
|
)
|
|
$
|
16,032
|
|
|
$
|
566,754
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30, |
||||||
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
20,943
|
|
|
$
|
12,830
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation, depletion and amortization
|
6,291
|
|
|
6,484
|
|
||
Stock based compensation
|
47
|
|
|
93
|
|
||
Gain on sale of investments
|
(10,757
|
)
|
|
(40
|
)
|
||
Other-than-temporary impairment loss
|
769
|
|
|
—
|
|
||
Deferred income tax expense
|
4,312
|
|
|
920
|
|
||
Cost of real estate sold
|
9,043
|
|
|
5,091
|
|
||
Expenditures for and acquisition of real estate to be sold
|
(6,137
|
)
|
|
(5,397
|
)
|
||
Accretion income and other
|
(2,574
|
)
|
|
(1,544
|
)
|
||
Impairment losses
|
133
|
|
|
357
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Notes receivable
|
(1,548
|
)
|
|
518
|
|
||
Claim settlement receivable
|
—
|
|
|
(12,746
|
)
|
||
Other assets
|
(1,468
|
)
|
|
1,646
|
|
||
Other liabilities
|
4,077
|
|
|
412
|
|
||
Income taxes receivable
|
26,671
|
|
|
1,948
|
|
||
Net cash provided by operating activities
|
49,802
|
|
|
10,572
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Expenditures for operating property
|
(25,872
|
)
|
|
(3,146
|
)
|
||
Expenditures for property and equipment
|
(2,520
|
)
|
|
(632
|
)
|
||
Proceeds from the disposition of assets
|
—
|
|
|
3
|
|
||
Purchases of investments
|
(104,008
|
)
|
|
(308,174
|
)
|
||
Maturities of investments
|
—
|
|
|
185,000
|
|
||
Sales of investments
|
144,256
|
|
|
83,307
|
|
||
Maturities of assets held by special purpose entities
|
787
|
|
|
787
|
|
||
Net cash provided by (used in) investing activities
|
12,643
|
|
|
(42,855
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Capital contribution from non-controlling interest
|
188
|
|
|
—
|
|
||
Capital distribution to non-controlling interest
|
(1,530
|
)
|
|
—
|
|
||
Repurchase of common shares
|
(135,995
|
)
|
|
(14,820
|
)
|
||
Borrowings on construction loan
|
1,624
|
|
|
—
|
|
||
Principal payments for debt
|
(1,050
|
)
|
|
(384
|
)
|
||
Debt issue costs
|
(20
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
(136,783
|
)
|
|
(15,204
|
)
|
||
Net decrease in cash and cash equivalents
|
(74,338
|
)
|
|
(47,487
|
)
|
||
Cash and cash equivalents at beginning of the period
|
241,111
|
|
|
212,773
|
|
||
Cash and cash equivalents at end of the period
|
$
|
166,773
|
|
|
$
|
165,286
|
|
|
|
Nine Months Ended
September 30, |
||||||
|
|
2017
|
|
2016
|
||||
Cash paid during the period for:
|
|
|
|
|
||||
Interest expense
|
|
$
|
10,879
|
|
|
$
|
10,921
|
|
Income taxes
|
|
$
|
5,403
|
|
|
$
|
2,302
|
|
|
|
|
|
|
||||
Non-cash financing and investing activities:
|
|
|
|
|
||||
Increase in Community Development District debt
|
|
$
|
59
|
|
|
$
|
21
|
|
Expenditures for operating properties and property and equipment financed through accounts payable
|
|
$
|
4,125
|
|
|
$
|
147
|
|
•
|
a prolonged decrease in the fair value or demand for the Company’s properties;
|
•
|
a change in the expected use or development plans for the Company’s properties;
|
•
|
a material change in strategy that would affect the fair value of the Company’s properties;
|
•
|
continuing operating or cash flow loss for an operating property;
|
•
|
an accumulation of costs in excess of the projected costs for a development property; and
|
•
|
any other adverse change that may affect the fair value of the property.
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
Development property:
|
|
|
|
||||
Residential real estate
|
$
|
101,697
|
|
|
$
|
101,292
|
|
Commercial real estate
|
55,060
|
|
|
56,073
|
|
||
Resorts and leisure
|
2,489
|
|
|
263
|
|
||
Leasing operations
|
18,582
|
|
|
2,291
|
|
||
Forestry
|
2,488
|
|
|
2,492
|
|
||
Corporate
|
2,530
|
|
|
2,438
|
|
||
Total development property
|
182,846
|
|
|
164,849
|
|
||
|
|
|
|
||||
Operating property:
|
|
|
|
||||
Residential real estate
|
7,344
|
|
|
8,097
|
|
||
Resorts and leisure
|
105,860
|
|
|
107,029
|
|
||
Leasing operations
|
92,768
|
|
|
82,336
|
|
||
Forestry
|
19,357
|
|
|
19,608
|
|
||
Other
|
50
|
|
|
50
|
|
||
Total operating property
|
225,379
|
|
|
217,120
|
|
||
Less: Accumulated depreciation
|
70,716
|
|
|
67,349
|
|
||
Total operating property, net
|
154,663
|
|
|
149,771
|
|
||
Investment in real estate, net
|
$
|
337,509
|
|
|
$
|
314,620
|
|
|
Amortized Cost
|
|
Gross Unrealized Gain
|
|
Gross Unrealized Loss
|
|
Fair Value
|
||||||||
Investments:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
$
|
9,995
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
9,996
|
|
Corporate debt securities
|
103,251
|
|
|
778
|
|
|
2,522
|
|
|
101,507
|
|
||||
Preferred stock
|
33,923
|
|
|
708
|
|
|
898
|
|
|
33,733
|
|
||||
|
147,169
|
|
|
1,487
|
|
|
3,420
|
|
|
145,236
|
|
||||
Restricted investments:
|
|
|
|
|
|
|
|
||||||||
Short-term bond
|
4,239
|
|
|
6
|
|
|
—
|
|
|
4,245
|
|
||||
Money market funds
|
217
|
|
|
—
|
|
|
—
|
|
|
217
|
|
||||
|
4,456
|
|
|
6
|
|
|
—
|
|
|
4,462
|
|
||||
|
$
|
151,625
|
|
|
$
|
1,493
|
|
|
$
|
3,420
|
|
|
$
|
149,698
|
|
|
Amortized Cost
|
|
Gross Unrealized Gain
|
|
Gross Unrealized Loss
|
|
Fair Value
|
||||||||
Investments:
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
$
|
135,590
|
|
|
$
|
5,311
|
|
|
$
|
1,769
|
|
|
$
|
139,132
|
|
Preferred stock
|
36,048
|
|
|
656
|
|
|
111
|
|
|
36,593
|
|
||||
|
171,638
|
|
|
5,967
|
|
|
1,880
|
|
|
175,725
|
|
||||
Restricted investments:
|
|
|
|
|
|
|
|
||||||||
Short-term bond
|
4,232
|
|
|
—
|
|
|
6
|
|
|
4,226
|
|
||||
Money market fund
|
1,410
|
|
|
—
|
|
|
—
|
|
|
1,410
|
|
||||
|
5,642
|
|
|
—
|
|
|
6
|
|
|
5,636
|
|
||||
|
$
|
177,280
|
|
|
$
|
5,967
|
|
|
$
|
1,886
|
|
|
$
|
181,361
|
|
|
As of September 30, 2017
|
|
As of December 31, 2016
|
||||||||||||||||||||||||||||
|
Less Than 12 Months
|
|
12 Months or Greater
|
|
Less Than 12 Months
|
|
12 Months or Greater
|
||||||||||||||||||||||||
|
Fair Value
|
|
Unrealized Loss
|
|
Fair Value
|
|
Unrealized Loss
|
|
Fair Value
|
|
Unrealized Loss
|
|
Fair Value
|
|
Unrealized Loss
|
||||||||||||||||
Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Corporate debt securities
|
42,178
|
|
|
2,034
|
|
|
28,142
|
|
|
488
|
|
|
64,516
|
|
|
1,410
|
|
|
6,971
|
|
|
359
|
|
||||||||
Preferred stock
|
11,729
|
|
|
871
|
|
|
169
|
|
|
27
|
|
|
—
|
|
|
—
|
|
|
153
|
|
|
111
|
|
||||||||
Restricted investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Short-term bond
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,226
|
|
|
6
|
|
|
—
|
|
|
—
|
|
||||||||
|
$
|
53,907
|
|
|
$
|
2,905
|
|
|
$
|
28,311
|
|
|
$
|
515
|
|
|
$
|
68,742
|
|
|
$
|
1,416
|
|
|
$
|
7,124
|
|
|
$
|
470
|
|
|
Amortized Cost
|
|
Fair Value
|
||||
Due in one year or less
|
$
|
13,974
|
|
|
$
|
13,944
|
|
Due after one year through five years
|
95,423
|
|
|
93,476
|
|
||
Due after five year through ten years
|
3,757
|
|
|
4,025
|
|
||
Due after ten years through fifteen years
|
92
|
|
|
58
|
|
||
|
113,246
|
|
|
111,503
|
|
||
Preferred stock
|
33,923
|
|
|
33,733
|
|
||
Restricted investments
|
4,456
|
|
|
4,462
|
|
||
|
$
|
151,625
|
|
|
$
|
149,698
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Fair Value
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
5,947
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,947
|
|
Commercial paper
|
141,618
|
|
|
—
|
|
|
—
|
|
|
141,618
|
|
||||
|
147,565
|
|
|
—
|
|
|
—
|
|
|
147,565
|
|
||||
Investments:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
9,996
|
|
|
—
|
|
|
—
|
|
|
9,996
|
|
||||
Corporate debt securities
|
—
|
|
|
101,507
|
|
|
—
|
|
|
101,507
|
|
||||
Preferred stock
|
10,903
|
|
|
22,830
|
|
|
—
|
|
|
33,733
|
|
||||
|
20,899
|
|
|
124,337
|
|
|
—
|
|
|
145,236
|
|
||||
Restricted investments:
|
|
|
|
|
|
|
|
||||||||
Short-term bond
|
4,245
|
|
|
—
|
|
|
—
|
|
|
4,245
|
|
||||
Money market fund
|
217
|
|
|
—
|
|
|
—
|
|
|
217
|
|
||||
|
4,462
|
|
|
—
|
|
|
—
|
|
|
4,462
|
|
||||
|
$
|
172,926
|
|
|
$
|
124,337
|
|
|
$
|
—
|
|
|
$
|
297,263
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Fair Value
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
86,236
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
86,236
|
|
Commercial paper
|
129,671
|
|
|
—
|
|
|
—
|
|
|
129,671
|
|
||||
|
215,907
|
|
|
—
|
|
|
—
|
|
|
215,907
|
|
||||
Investments:
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
57,788
|
|
|
81,344
|
|
|
—
|
|
|
139,132
|
|
||||
Preferred stock
|
19,177
|
|
|
17,416
|
|
|
—
|
|
|
36,593
|
|
||||
|
76,965
|
|
|
98,760
|
|
|
—
|
|
|
175,725
|
|
||||
Restricted investments:
|
|
|
|
|
|
|
|
|
|||||||
Short-term bond
|
4,226
|
|
|
—
|
|
|
—
|
|
|
4,226
|
|
||||
Money market fund
|
1,410
|
|
|
—
|
|
|
—
|
|
|
1,410
|
|
||||
|
5,636
|
|
|
—
|
|
|
—
|
|
|
5,636
|
|
||||
|
$
|
298,508
|
|
|
$
|
98,760
|
|
|
$
|
—
|
|
|
$
|
397,268
|
|
•
|
The fair value of the Company’s retained interest investments is based on the present value of the expected future cash flows at the effective yield.
|
•
|
The fair value of the investments held by special purpose entities - time deposit is based on the present value of future cash flows at the current market rate.
|
•
|
The fair value of the investments held by special purpose entities - U.S. Treasury securities are measured based on quoted market prices in an active market.
|
•
|
The fair value of the senior notes held by special purpose entity is based on the present value of future cash flows at the current market rate.
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||||||||
|
Carrying
value
|
|
Fair value
|
|
Level
|
|
Carrying
value
|
|
Fair value
|
|
Level
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Retained interest investments
|
$
|
11,012
|
|
|
$
|
13,951
|
|
|
3
|
|
$
|
10,635
|
|
|
$
|
13,669
|
|
|
3
|
Investments held by special purpose entities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Time deposit
|
$
|
200,000
|
|
|
$
|
200,000
|
|
|
3
|
|
$
|
200,000
|
|
|
$
|
200,000
|
|
|
3
|
U.S. Treasury securities and cash equivalents
|
$
|
7,942
|
|
|
$
|
7,821
|
|
|
1
|
|
$
|
8,590
|
|
|
$
|
8,398
|
|
|
1
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Senior notes held by special purpose entity
|
$
|
176,479
|
|
|
$
|
199,730
|
|
|
3
|
|
$
|
176,310
|
|
|
$
|
199,691
|
|
|
3
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
Retained interest investments
|
$
|
11,012
|
|
|
$
|
10,635
|
|
Accounts receivable, net
|
7,551
|
|
|
4,625
|
|
||
Notes receivable, net
|
3,474
|
|
|
1,926
|
|
||
Prepaid expenses
|
7,105
|
|
|
5,685
|
|
||
Straight line rent
|
3,899
|
|
|
3,812
|
|
||
Other assets
|
6,524
|
|
|
8,789
|
|
||
Accrued interest receivable for Senior Notes held by SPE
|
935
|
|
|
2,938
|
|
||
Total other assets
|
$
|
40,500
|
|
|
$
|
38,410
|
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
Pier Park Community Development District notes, non-interest bearing, due September 2022
|
$
|
1,527
|
|
|
$
|
1,684
|
|
Interest bearing homebuilder note, secured by the real estate sold — 5.5% interest rate, principal payment of $0.1 million due September 2018 and any remaining amount outstanding is due by September 2019
|
904
|
|
|
—
|
|
||
Interest bearing homebuilder note, secured by the real estate sold — 5.5% interest rate, principal payment of $0.1 million due June 2018 and any remaining amount outstanding is due by June 2019
|
857
|
|
|
—
|
|
||
Interest bearing homebuilder notes, secured by the real estate sold — 4.0% interest rate, due December 2016, paid January 2017
|
—
|
|
|
33
|
|
||
Various mortgage notes, secured by certain real estate, bearing interest at various rates
|
186
|
|
|
209
|
|
||
Total notes receivable, net
|
$
|
3,474
|
|
|
$
|
1,926
|
|
|
Principal
|
|
Unamortized Discount and Debt Issuance Costs
|
|
Net
|
||||||
Refinanced loan in the Pier Park North JV, due November 2025, bearing interest at 4.1%
|
$
|
47,507
|
|
|
$
|
530
|
|
|
$
|
46,977
|
|
Community Development District debt, secured by certain real estate or other collateral, due May 2031 - May 2039, bearing interest at
3.4% to 7.0%
at September 30, 2017
|
7,156
|
|
|
—
|
|
|
7,156
|
|
|||
Construction loan, due March 2027, bearing interest at LIBOR plus 1.7% (effective rate of 2.9% at September 30, 2017)
|
1,624
|
|
|
19
|
|
|
1,605
|
|
|||
Total debt
|
$
|
56,287
|
|
|
$
|
549
|
|
|
$
|
55,738
|
|
|
Principal
|
|
Unamortized Discount and Debt Issuance Costs
|
|
Net
|
||||||
Refinanced loan in the Pier Park North JV, due November 2025, bearing interest at 4.1%
|
$
|
48,132
|
|
|
$
|
613
|
|
|
$
|
47,519
|
|
Community Development District debt, secured by certain real estate or other collateral, due May 2031 - May 2039, bearing interest at 3.4% to 7.0% at December 31, 2016
|
7,521
|
|
|
—
|
|
|
7,521
|
|
|||
Total debt
|
$
|
55,653
|
|
|
$
|
613
|
|
|
$
|
55,040
|
|
|
September 30,
2017 |
||
2017
|
$
|
241
|
|
2018
|
1,493
|
|
|
2019
|
1,540
|
|
|
2020
|
1,543
|
|
|
2021
|
1,525
|
|
|
Thereafter
|
49,945
|
|
|
|
$
|
56,287
|
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
Accounts payable
|
$
|
8,838
|
|
|
$
|
4,376
|
|
Accrued compensation
|
1,911
|
|
|
2,655
|
|
||
Deferred revenue
|
17,043
|
|
|
15,289
|
|
||
Membership deposits and initiation fees
|
9,328
|
|
|
7,384
|
|
||
Advance deposits
|
4,083
|
|
|
3,419
|
|
||
Other accrued liabilities
|
7,961
|
|
|
4,977
|
|
||
Accrued interest expense for Senior Notes held by SPE
|
712
|
|
|
2,850
|
|
||
Total other liabilities
|
$
|
49,876
|
|
|
$
|
40,950
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Tax at the federal statutory rate
|
$
|
3,005
|
|
|
$
|
1,280
|
|
|
$
|
11,167
|
|
|
$
|
6,424
|
|
State income taxes (net of federal benefit)
|
301
|
|
|
128
|
|
|
1,117
|
|
|
642
|
|
||||
Tax effect of timber at the federal statutory rate of 23.8%
|
(194
|
)
|
|
(121
|
)
|
|
(420
|
)
|
|
(381
|
)
|
||||
Decrease in valuation allowance
|
(250
|
)
|
|
(350
|
)
|
|
(846
|
)
|
|
(713
|
)
|
||||
Other
|
(219
|
)
|
|
11
|
|
|
(187
|
)
|
|
(802
|
)
|
||||
Total income tax expense
|
$
|
2,643
|
|
|
$
|
948
|
|
|
$
|
10,831
|
|
|
$
|
5,170
|
|
|
Unrealized Gain and (Loss) on Available-for-Sale Securities
|
||
Accumulated other comprehensive income at December 31, 2016
|
$
|
2,507
|
|
Other comprehensive income before reclassifications
|
2,443
|
|
|
Amounts reclassified from accumulated other comprehensive loss
|
(6,141
|
)
|
|
Other comprehensive loss
|
(3,698
|
)
|
|
Accumulated other comprehensive loss at September 30, 2017
|
$
|
(1,191
|
)
|
|
Three Months Ended September 30, 2017
|
||||||||||
|
Before-Tax Amount
|
|
Tax Benefit or (Expense)
|
|
Net-of-Tax Amount
|
||||||
Unrealized (loss) gain on investments:
|
|
|
|
|
|
||||||
Unrealized loss on available-for-sale investments
|
$
|
(683
|
)
|
|
$
|
263
|
|
|
$
|
(420
|
)
|
Unrealized gain on restricted investments
|
4
|
|
|
(2
|
)
|
|
2
|
|
|||
Reclassification adjustment for loss included in earnings
|
104
|
|
|
(40
|
)
|
|
64
|
|
|||
Reclassification adjustment for other-than-temporary impairment loss included in earnings
|
403
|
|
|
(296
|
)
|
|
107
|
|
|||
Net unrealized loss
|
(172
|
)
|
|
(75
|
)
|
|
(247
|
)
|
|||
Other comprehensive loss
|
$
|
(172
|
)
|
|
$
|
(75
|
)
|
|
$
|
(247
|
)
|
|
Three Months Ended September 30, 2016
|
||||||||||
|
Before-Tax Amount
|
|
Tax (Expense) or Benefit
|
|
Net-of-Tax Amount
|
||||||
Unrealized gain on investments:
|
|
|
|
|
|
||||||
Unrealized gain on available-for-sale investments
|
$
|
3,257
|
|
|
$
|
(1,253
|
)
|
|
$
|
2,004
|
|
Reclassification adjustment for gain included in earnings
|
(40
|
)
|
|
15
|
|
|
(25
|
)
|
|||
Net unrealized gain
|
3,217
|
|
|
(1,238
|
)
|
|
1,979
|
|
|||
Other comprehensive income
|
$
|
3,217
|
|
|
$
|
(1,238
|
)
|
|
$
|
1,979
|
|
|
Nine Months Ended September 30, 2017
|
||||||||||
|
Before-Tax Amount
|
|
Tax (Expense) or Benefit
|
|
Net-of-Tax Amount
|
||||||
Unrealized gain on investments:
|
|
|
|
|
|
||||||
Unrealized gain on available-for-sale investments
|
$
|
3,967
|
|
|
$
|
(1,526
|
)
|
|
$
|
2,441
|
|
Unrealized gain on restricted investments
|
4
|
|
|
(2
|
)
|
|
2
|
|
|||
Reclassification adjustment for gain included in earnings
|
(10,757
|
)
|
|
4,143
|
|
|
(6,614
|
)
|
|||
Reclassification adjustment for other-than-temporary impairment loss included in earnings
|
769
|
|
|
(296
|
)
|
|
473
|
|
|||
Net unrealized loss
|
(6,017
|
)
|
|
2,319
|
|
|
(3,698
|
)
|
|||
Other comprehensive loss
|
$
|
(6,017
|
)
|
|
$
|
2,319
|
|
|
$
|
(3,698
|
)
|
|
Nine Months Ended September 30, 2016
|
||||||||||
|
Before-Tax Amount
|
|
Tax (Expense) or Benefit
|
|
Net-of-Tax Amount
|
||||||
Unrealized gain on investments:
|
|
|
|
|
|
||||||
Unrealized gain on available-for-sale investments
|
$
|
3,259
|
|
|
$
|
(1,254
|
)
|
|
$
|
2,005
|
|
Reclassification adjustment for gain included in earnings
|
(40
|
)
|
|
15
|
|
|
(25
|
)
|
|||
Net unrealized gain
|
3,219
|
|
|
(1,239
|
)
|
|
1,980
|
|
|||
Other comprehensive income
|
$
|
3,219
|
|
|
$
|
(1,239
|
)
|
|
$
|
1,980
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Investment income, net
|
|
|
|
|
|
|
|
|
||||||||
Net investment income from available-for-sale securities
|
|
|
|
|
|
|
|
|
||||||||
Interest and dividend income
|
|
$
|
4,445
|
|
|
$
|
1,528
|
|
|
$
|
13,016
|
|
|
$
|
1,969
|
|
Accretion income
|
|
375
|
|
|
960
|
|
|
1,696
|
|
|
2,002
|
|
||||
Realized (loss) gain on the sale of investments
|
|
(104
|
)
|
|
40
|
|
|
10,757
|
|
|
40
|
|
||||
Other-than-temporary impairment loss
|
|
(403
|
)
|
|
—
|
|
|
(769
|
)
|
|
—
|
|
||||
Total net investment income from available-for-sale securities
|
|
4,313
|
|
|
2,528
|
|
|
24,700
|
|
|
4,011
|
|
||||
Interest income from investments in SPEs
|
|
2,050
|
|
|
2,051
|
|
|
6,151
|
|
|
6,151
|
|
||||
Interest accrued on notes receivable and other interest
|
|
89
|
|
|
110
|
|
|
259
|
|
|
216
|
|
||||
Total investment income, net
|
|
6,452
|
|
|
4,689
|
|
|
31,110
|
|
|
10,378
|
|
||||
Interest expense
|
|
|
|
|
|
|
|
|
||||||||
Interest expense and amortization of discount and issuance costs for Senior Notes issued by SPE
|
|
(2,195
|
)
|
|
(2,259
|
)
|
|
(6,582
|
)
|
|
(6,640
|
)
|
||||
Other interest expense
|
|
(843
|
)
|
|
(816
|
)
|
|
(2,535
|
)
|
|
(2,615
|
)
|
||||
Total interest expense
|
|
(3,038
|
)
|
|
(3,075
|
)
|
|
(9,117
|
)
|
|
(9,255
|
)
|
||||
Claim settlement
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,548
|
|
||||
Other income, net
|
|
|
|
|
|
|
|
|
||||||||
Accretion income from retained interest investments
|
|
279
|
|
|
249
|
|
|
813
|
|
|
733
|
|
||||
Hunting lease income
|
|
145
|
|
|
138
|
|
|
424
|
|
|
415
|
|
||||
Miscellaneous income, net
|
|
493
|
|
|
48
|
|
|
4,323
|
|
|
339
|
|
||||
Other income, net
|
|
917
|
|
|
435
|
|
|
5,560
|
|
|
1,487
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total other income, net
|
|
$
|
4,331
|
|
|
$
|
2,049
|
|
|
$
|
27,553
|
|
|
$
|
15,158
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Operating revenue:
|
|
|
|
|
|
|
|
||||||||
Residential real estate
|
$
|
9,411
|
|
|
$
|
3,122
|
|
|
$
|
15,391
|
|
|
$
|
15,905
|
|
Commercial real estate
|
446
|
|
|
631
|
|
|
2,624
|
|
|
631
|
|
||||
Resorts and leisure
|
18,198
|
|
|
19,046
|
|
|
45,633
|
|
|
47,590
|
|
||||
Leasing operations
|
2,847
|
|
|
2,655
|
|
|
7,884
|
|
|
7,336
|
|
||||
Forestry
|
2,562
|
|
|
1,509
|
|
|
5,236
|
|
|
5,233
|
|
||||
Other
|
190
|
|
|
229
|
|
|
467
|
|
|
302
|
|
||||
Total operating revenue
|
$
|
33,654
|
|
|
$
|
27,192
|
|
|
$
|
77,235
|
|
|
$
|
76,997
|
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) before income taxes:
|
|
|
|
|
|
|
|
||||||||
Residential real estate
|
$
|
1,802
|
|
|
$
|
237
|
|
|
$
|
3,026
|
|
|
$
|
4,676
|
|
Commercial real estate
|
(466
|
)
|
|
(496
|
)
|
|
(1,115
|
)
|
|
(1,644
|
)
|
||||
Resorts and leisure
|
2,916
|
|
|
2,420
|
|
|
4,521
|
|
|
3,414
|
|
||||
Leasing operations
|
302
|
|
|
454
|
|
|
814
|
|
|
75
|
|
||||
Forestry
|
2,437
|
|
|
1,282
|
|
|
4,808
|
|
|
4,376
|
|
||||
Other
|
1,793
|
|
|
(253
|
)
|
|
19,720
|
|
|
7,103
|
|
||||
Total income before income taxes
|
$
|
8,784
|
|
|
$
|
3,644
|
|
|
$
|
31,774
|
|
|
$
|
18,000
|
|
|
|
|
|
|
|
|
|
|
September 30,
2017 |
|
December 31, 2016
|
||||
Total Assets:
|
|
|
|
||||
Residential real estate
|
$
|
115,758
|
|
|
$
|
112,220
|
|
Commercial real estate
|
58,134
|
|
|
60,150
|
|
||
Resorts and leisure
|
77,000
|
|
|
73,436
|
|
||
Leasing operations
|
107,986
|
|
|
80,863
|
|
||
Forestry
|
20,089
|
|
|
20,664
|
|
||
Other
|
540,719
|
|
|
680,612
|
|
||
Total assets
|
$
|
919,686
|
|
|
$
|
1,027,945
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Segment Operating Revenue
|
|
|
|
|
|
|
|
||||
Residential real estate
|
28.0
|
%
|
|
11.5
|
%
|
|
19.9
|
%
|
|
20.7
|
%
|
Commercial real estate
|
1.3
|
%
|
|
2.3
|
%
|
|
3.4
|
%
|
|
0.8
|
%
|
Resorts and leisure
|
54.1
|
%
|
|
70.0
|
%
|
|
59.1
|
%
|
|
61.8
|
%
|
Leasing operations
|
8.5
|
%
|
|
9.8
|
%
|
|
10.2
|
%
|
|
9.5
|
%
|
Forestry
|
7.6
|
%
|
|
5.6
|
%
|
|
6.8
|
%
|
|
6.8
|
%
|
Other
|
0.5
|
%
|
|
0.8
|
%
|
|
0.6
|
%
|
|
0.4
|
%
|
Consolidated operating revenue
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
In millions
|
||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Real estate revenue
|
$
|
10.7
|
|
|
$
|
4.2
|
|
|
$
|
19.4
|
|
|
$
|
18.0
|
|
Resorts and leisure revenue
|
18.2
|
|
|
19.0
|
|
|
45.6
|
|
|
47.6
|
|
||||
Leasing revenue
|
2.8
|
|
|
2.7
|
|
|
7.9
|
|
|
7.4
|
|
||||
Timber revenue
|
1.9
|
|
|
1.3
|
|
|
4.3
|
|
|
4.0
|
|
||||
Total
|
33.6
|
|
|
27.2
|
|
|
77.2
|
|
|
77.0
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of real estate revenue
|
6.4
|
|
|
2.0
|
|
|
10.4
|
|
|
6.7
|
|
||||
Cost of resorts and leisure revenue
|
14.5
|
|
|
15.4
|
|
|
38.2
|
|
|
40.4
|
|
||||
Cost of leasing revenue
|
0.8
|
|
|
0.7
|
|
|
2.3
|
|
|
2.2
|
|
||||
Cost of timber revenue
|
0.2
|
|
|
0.2
|
|
|
0.6
|
|
|
0.6
|
|
||||
Other operating and corporate expenses
|
5.0
|
|
|
5.2
|
|
|
15.3
|
|
|
17.7
|
|
||||
Depreciation, depletion and amortization
|
2.3
|
|
|
2.1
|
|
|
6.2
|
|
|
6.5
|
|
||||
Total expenses
|
29.2
|
|
|
25.6
|
|
|
73.0
|
|
|
74.1
|
|
||||
Operating income
|
4.4
|
|
|
1.6
|
|
|
4.2
|
|
|
2.9
|
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
Investment income, net
|
6.4
|
|
|
4.7
|
|
|
31.1
|
|
|
10.4
|
|
||||
Interest expense
|
(3.0
|
)
|
|
(3.1
|
)
|
|
(9.1
|
)
|
|
(9.3
|
)
|
||||
Claim settlement
|
—
|
|
|
—
|
|
|
—
|
|
|
12.5
|
|
||||
Other income, net
|
0.9
|
|
|
0.4
|
|
|
5.5
|
|
|
1.5
|
|
||||
Total other income, net
|
4.3
|
|
|
2.0
|
|
|
27.5
|
|
|
15.1
|
|
||||
Income before income taxes
|
8.7
|
|
|
3.6
|
|
|
31.7
|
|
|
18.0
|
|
||||
Income tax expense
|
(2.6
|
)
|
|
(0.9
|
)
|
|
(10.8
|
)
|
|
(5.2
|
)
|
||||
Net income
|
$
|
6.1
|
|
|
$
|
2.7
|
|
|
$
|
20.9
|
|
|
$
|
12.8
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||
|
2017
|
|
%
(1)
|
|
2016
|
|
%
(1)
|
|
2017
|
|
%
(1)
|
|
2016
|
|
%
(1)
|
||||||||||||
|
Dollars in millions
|
|
Dollars in millions
|
||||||||||||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential real estate revenue
|
$
|
9.4
|
|
|
87.9
|
%
|
|
$
|
3.1
|
|
|
73.8
|
%
|
|
$
|
15.4
|
|
|
79.4
|
%
|
|
$
|
15.9
|
|
|
88.4
|
%
|
Commercial real estate revenue
|
0.4
|
|
|
3.7
|
%
|
|
0.6
|
|
|
14.3
|
%
|
|
2.6
|
|
|
13.4
|
%
|
|
0.6
|
|
|
3.3
|
%
|
||||
Rural land and other revenue
|
0.9
|
|
|
8.4
|
%
|
|
0.5
|
|
|
11.9
|
%
|
|
1.4
|
|
|
7.2
|
%
|
|
1.5
|
|
|
8.3
|
%
|
||||
Real estate revenue
|
$
|
10.7
|
|
|
100.0
|
%
|
|
$
|
4.2
|
|
|
100.0
|
%
|
|
$
|
19.4
|
|
|
100.0
|
%
|
|
$
|
18.0
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gross profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential real estate
|
$
|
3.3
|
|
|
35.1
|
%
|
|
$
|
1.8
|
|
|
58.1
|
%
|
|
$
|
7.1
|
|
|
46.1
|
%
|
|
$
|
10.1
|
|
|
63.5
|
%
|
Commercial real estate
|
0.1
|
|
|
25.0
|
%
|
|
—
|
|
|
—
|
%
|
|
0.7
|
|
|
26.9
|
%
|
|
—
|
|
|
—
|
%
|
||||
Rural land and other
|
0.9
|
|
|
100.0
|
%
|
|
0.4
|
|
|
80.0
|
%
|
|
1.2
|
|
|
85.7
|
%
|
|
1.2
|
|
|
80.0
|
%
|
||||
Gross profit
|
$
|
4.3
|
|
|
40.2
|
%
|
|
$
|
2.2
|
|
|
52.4
|
%
|
|
$
|
9.0
|
|
|
46.4
|
%
|
|
$
|
11.3
|
|
|
62.8
|
%
|
(1)
|
Calculated percentage of total real estate revenue and the respective gross margin percentage.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
In millions
|
||||||||||||||
Resorts and leisure revenue
|
$
|
18.2
|
|
|
$
|
19.0
|
|
|
$
|
45.6
|
|
|
$
|
47.6
|
|
Gross profit
|
$
|
3.7
|
|
|
$
|
3.6
|
|
|
$
|
7.4
|
|
|
$
|
7.2
|
|
Gross margin
|
20.3
|
%
|
|
18.9
|
%
|
|
16.2
|
%
|
|
15.1
|
%
|
||||
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
In millions
|
||||||||||||||
Leasing revenue
|
$
|
2.8
|
|
|
$
|
2.7
|
|
|
$
|
7.9
|
|
|
$
|
7.4
|
|
Gross profit
|
$
|
2.0
|
|
|
$
|
2.0
|
|
|
$
|
5.6
|
|
|
$
|
5.2
|
|
Gross margin
|
71.4
|
%
|
|
74.1
|
%
|
|
70.9
|
%
|
|
70.3
|
%
|
||||
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
In millions
|
||||||||||||||
Timber revenue
|
$
|
1.9
|
|
|
$
|
1.3
|
|
|
$
|
4.3
|
|
|
$
|
4.0
|
|
Gross profit
|
$
|
1.7
|
|
|
$
|
1.1
|
|
|
$
|
3.7
|
|
|
$
|
3.4
|
|
Gross margin
|
89.5
|
%
|
|
84.6
|
%
|
|
86.0
|
%
|
|
85.0
|
%
|
||||
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
In millions
|
||||||||||||||
Employee costs
|
$
|
1.7
|
|
|
$
|
1.8
|
|
|
$
|
5.3
|
|
|
$
|
5.3
|
|
401(k) contribution
|
—
|
|
|
—
|
|
|
1.2
|
|
|
1.4
|
|
||||
Non-cash stock compensation costs
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||
Property taxes and insurance
|
1.3
|
|
|
1.4
|
|
|
4.1
|
|
|
4.2
|
|
||||
Professional fees
|
0.8
|
|
|
1.2
|
|
|
2.2
|
|
|
3.8
|
|
||||
Marketing and owner association costs
|
0.4
|
|
|
0.3
|
|
|
1.0
|
|
|
1.0
|
|
||||
Occupancy, repairs and maintenance
|
0.2
|
|
|
0.2
|
|
|
0.4
|
|
|
0.5
|
|
||||
Other miscellaneous
|
0.6
|
|
|
0.3
|
|
|
1.1
|
|
|
1.4
|
|
||||
Total other operating and corporate expenses
|
$
|
5.0
|
|
|
$
|
5.2
|
|
|
$
|
15.3
|
|
|
$
|
17.7
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
In millions
|
||||||||||||||
Net investment income from available-for-sale securities
|
|
|
|
|
|
|
|
||||||||
Interest and dividend income
|
$
|
4.4
|
|
|
$
|
1.5
|
|
|
$
|
13.0
|
|
|
$
|
2.0
|
|
Accretion income
|
0.3
|
|
|
1.0
|
|
|
1.7
|
|
|
2.0
|
|
||||
Realized (loss) gain on the sale of investments
|
(0.1
|
)
|
|
—
|
|
|
10.8
|
|
|
—
|
|
||||
Other-than-temporary impairment loss
|
(0.4
|
)
|
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
||||
Total net investment income from available-for-sale securities
|
4.2
|
|
|
2.5
|
|
|
24.7
|
|
|
4.0
|
|
||||
Interest income from investments in SPEs
|
2.1
|
|
|
2.1
|
|
|
6.2
|
|
|
6.2
|
|
||||
Interest accrued on notes receivable and other interest
|
0.1
|
|
|
0.1
|
|
|
0.2
|
|
|
0.2
|
|
||||
Total investment income, net
|
$
|
6.4
|
|
|
$
|
4.7
|
|
|
$
|
31.1
|
|
|
$
|
10.4
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
In millions
|
||||||||||||||
Interest expense and amortization of discount and issuance costs for Senior Notes issued by SPE
|
$
|
2.2
|
|
|
$
|
2.3
|
|
|
$
|
6.6
|
|
|
$
|
6.7
|
|
Other interest expense
|
0.8
|
|
|
0.8
|
|
|
2.5
|
|
|
2.6
|
|
||||
Total interest expense
|
$
|
3.0
|
|
|
$
|
3.1
|
|
|
$
|
9.1
|
|
|
$
|
9.3
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
In millions
|
||||||||||||||
Accretion income from retained interest investments
|
$
|
0.3
|
|
|
$
|
0.2
|
|
|
$
|
0.8
|
|
|
$
|
0.7
|
|
Hunting lease income
|
0.1
|
|
|
0.1
|
|
|
0.4
|
|
|
0.4
|
|
||||
Miscellaneous income, net
|
0.5
|
|
|
0.1
|
|
|
4.3
|
|
|
0.4
|
|
||||
Other income, net
|
$
|
0.9
|
|
|
$
|
0.4
|
|
|
$
|
5.5
|
|
|
$
|
1.5
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
In millions
|
||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Real estate revenue
|
$
|
9.0
|
|
|
$
|
2.7
|
|
|
$
|
14.0
|
|
|
$
|
14.4
|
|
Other revenue
|
0.4
|
|
|
0.4
|
|
|
1.4
|
|
|
1.5
|
|
||||
Total revenue
|
9.4
|
|
|
3.1
|
|
|
15.4
|
|
|
15.9
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of real estate and other revenue
|
6.1
|
|
|
1.3
|
|
|
8.3
|
|
|
5.8
|
|
||||
Other operating expenses
|
1.3
|
|
|
1.3
|
|
|
3.3
|
|
|
4.2
|
|
||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.3
|
|
||||
Total expenses
|
7.4
|
|
|
2.6
|
|
|
11.7
|
|
|
10.3
|
|
||||
Operating income
|
2.0
|
|
|
0.5
|
|
|
3.7
|
|
|
5.6
|
|
||||
Other expense, net
|
(0.2
|
)
|
|
(0.3
|
)
|
|
(0.7
|
)
|
|
(0.9
|
)
|
||||
Net income before income taxes
|
$
|
1.8
|
|
|
$
|
0.2
|
|
|
$
|
3.0
|
|
|
$
|
4.7
|
|
|
Three Months Ended September 30, 2017
|
|
Three Months Ended September 30, 2016
|
||||||||||||||||||||||||||||||||
|
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
|
19
|
|
|
$
|
2.8
|
|
|
$
|
1.1
|
|
|
$
|
1.7
|
|
|
60.7
|
%
|
|
32
|
|
|
$
|
1.5
|
|
|
$
|
0.7
|
|
|
$
|
0.8
|
|
|
53.3
|
%
|
Resort homesites
|
69
|
|
|
6.2
|
|
|
4.7
|
|
|
1.5
|
|
|
24.2
|
%
|
|
2
|
|
|
1.2
|
|
|
0.3
|
|
|
0.9
|
|
|
75.0
|
%
|
||||||
Total
|
88
|
|
|
$
|
9.0
|
|
|
$
|
5.8
|
|
|
$
|
3.2
|
|
|
35.6
|
%
|
|
34
|
|
|
$
|
2.7
|
|
|
$
|
1.0
|
|
|
$
|
1.7
|
|
|
63.0
|
%
|
|
Nine Months Ended September 30, 2017
|
|
Nine Months Ended September 30, 2016
|
||||||||||||||||||||||||||||||||
|
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
|
48
|
|
|
$
|
7.1
|
|
|
$
|
2.9
|
|
|
$
|
4.2
|
|
|
59.2
|
%
|
|
69
|
|
|
$
|
5.2
|
|
|
$
|
2.6
|
|
|
$
|
2.6
|
|
|
50.0
|
%
|
Resort homesites
|
74
|
|
|
6.9
|
|
|
4.9
|
|
|
2.0
|
|
|
29.0
|
%
|
|
10
|
|
|
5.8
|
|
|
2.2
|
|
|
3.6
|
|
|
62.1
|
%
|
||||||
Land sale
|
N/A
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
N/A
|
|
|
3.4
|
|
|
0.1
|
|
|
3.3
|
|
|
97.1
|
%
|
||||||
Total
|
122
|
|
|
$
|
14.0
|
|
|
$
|
7.8
|
|
|
$
|
6.2
|
|
|
44.3
|
%
|
|
79
|
|
|
$
|
14.4
|
|
|
$
|
4.9
|
|
|
$
|
9.5
|
|
|
66.0
|
%
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
In millions
|
||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Real estate revenue
|
$
|
0.4
|
|
|
$
|
0.6
|
|
|
$
|
2.6
|
|
|
$
|
0.6
|
|
Expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of real estate revenue
|
0.3
|
|
|
0.6
|
|
|
1.9
|
|
|
0.6
|
|
||||
Other operating expenses
|
0.6
|
|
|
0.5
|
|
|
1.7
|
|
|
1.6
|
|
||||
Total expenses
|
0.9
|
|
|
1.1
|
|
|
3.6
|
|
|
2.2
|
|
||||
Operating loss
|
(0.5
|
)
|
|
(0.5
|
)
|
|
(1.0
|
)
|
|
(1.6
|
)
|
||||
Other expense
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
||||
Net loss before income taxes
|
$
|
(0.5
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
(1.1
|
)
|
|
$
|
(1.6
|
)
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
In millions
|
||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Resorts and leisure revenue
|
$
|
18.2
|
|
|
$
|
19.0
|
|
|
$
|
45.6
|
|
|
$
|
47.6
|
|
Expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of resorts and leisure revenue
|
14.5
|
|
|
15.4
|
|
|
38.2
|
|
|
40.4
|
|
||||
Other operating expenses
|
0.1
|
|
|
0.1
|
|
|
0.4
|
|
|
0.5
|
|
||||
Depreciation
|
1.0
|
|
|
1.1
|
|
|
2.9
|
|
|
3.3
|
|
||||
Total expenses
|
15.6
|
|
|
16.6
|
|
|
41.5
|
|
|
44.2
|
|
||||
Operating income
|
2.6
|
|
|
2.4
|
|
|
4.1
|
|
|
3.4
|
|
||||
Other income, net
|
0.3
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
||||
Net income before income taxes
|
$
|
2.9
|
|
|
$
|
2.4
|
|
|
$
|
4.5
|
|
|
$
|
3.4
|
|
|
Three Months Ended September 30, 2017
|
|
Three Months Ended September 30, 2016
|
||||||||||||||||||
|
Revenue
|
|
Gross
Profit
|
|
Gross Margin
|
|
Revenue
|
|
Gross Profit
|
|
Gross Margin
|
||||||||||
|
In millions
|
||||||||||||||||||||
Resorts, vacation rentals and other management services
|
$
|
13.2
|
|
|
$
|
2.8
|
|
|
21.2
|
%
|
|
$
|
14.6
|
|
|
$
|
3.0
|
|
|
20.5
|
%
|
Clubs
|
4.1
|
|
|
0.7
|
|
|
17.1
|
%
|
|
3.6
|
|
|
0.4
|
|
|
11.1
|
%
|
||||
Marinas
|
0.9
|
|
|
0.2
|
|
|
22.2
|
%
|
|
0.8
|
|
|
0.2
|
|
|
25.0
|
%
|
||||
Total
|
$
|
18.2
|
|
|
$
|
3.7
|
|
|
20.3
|
%
|
|
$
|
19.0
|
|
|
$
|
3.6
|
|
|
18.9
|
%
|
|
Nine Months Ended September 30, 2017
|
|
Nine Months Ended September 30, 2016
|
||||||||||||||||||
|
Revenue
|
|
Gross
Profit
|
|
Gross Margin
|
|
Revenue
|
|
Gross Profit
|
|
Gross Margin
|
||||||||||
|
In millions
|
||||||||||||||||||||
Resorts, vacation rentals and other management services
|
$
|
32.2
|
|
|
$
|
5.4
|
|
|
16.8
|
%
|
|
$
|
35.3
|
|
|
$
|
5.9
|
|
|
16.7
|
%
|
Clubs
|
11.1
|
|
|
1.4
|
|
|
12.6
|
%
|
|
10.2
|
|
|
0.8
|
|
|
7.8
|
%
|
||||
Marinas
|
2.3
|
|
|
0.6
|
|
|
26.1
|
%
|
|
2.1
|
|
|
0.5
|
|
|
23.8
|
%
|
||||
Total
|
$
|
45.6
|
|
|
$
|
7.4
|
|
|
16.2
|
%
|
|
$
|
47.6
|
|
|
$
|
7.2
|
|
|
15.1
|
%
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
In millions
|
||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Leasing revenue
|
$
|
2.8
|
|
|
$
|
2.7
|
|
|
$
|
7.9
|
|
|
$
|
7.4
|
|
Expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of leasing revenue
|
0.8
|
|
|
0.7
|
|
|
2.3
|
|
|
2.2
|
|
||||
Other operating expenses
|
0.2
|
|
|
0.2
|
|
|
0.5
|
|
|
1.1
|
|
||||
Depreciation
|
1.0
|
|
|
0.8
|
|
|
2.7
|
|
|
2.4
|
|
||||
Total expenses
|
2.0
|
|
|
1.7
|
|
|
5.5
|
|
|
5.7
|
|
||||
Operating income
|
0.8
|
|
|
1.0
|
|
|
2.4
|
|
|
1.7
|
|
||||
Interest expense
|
(0.5
|
)
|
|
(0.5
|
)
|
|
(1.6
|
)
|
|
(1.6
|
)
|
||||
Net income before income taxes
|
$
|
0.3
|
|
|
$
|
0.5
|
|
|
$
|
0.8
|
|
|
$
|
0.1
|
|
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||
|
Location
|
|
Net Rentable Square Feet
|
|
Percentage Leased
|
|
Net Rentable Square Feet
|
|
Percentage Leased
|
||||
Pier Park North JV
|
Bay County, FL
|
|
320,305
|
|
|
96
|
%
|
|
320,305
|
|
|
93
|
%
|
VentureCrossings
|
Bay County, FL
|
|
105,000
|
|
|
100
|
%
|
|
105,000
|
|
|
100
|
%
|
Beckrich Office Park
|
Bay County, FL
|
|
67,108
|
|
|
50
|
%
|
|
—
|
|
|
—
|
%
|
Windmark JV
(1)
|
Gulf County, FL
|
|
48,035
|
|
|
27
|
%
|
|
48,035
|
|
|
21
|
%
|
SouthWood Town Center
|
Leon County, FL
|
|
34,412
|
|
|
86
|
%
|
|
34,412
|
|
|
86
|
%
|
WaterColor Town Center
(2)
|
Walton County, FL
|
|
22,532
|
|
|
100
|
%
|
|
22,532
|
|
|
100
|
%
|
Port St. Joe Commercial
|
Gulf County, FL
|
|
18,107
|
|
|
100
|
%
|
|
18,107
|
|
|
100
|
%
|
Beach Commerce Park
|
Bay County, FL
|
|
14,700
|
|
|
100
|
%
|
|
14,700
|
|
|
100
|
%
|
SummerCamp Commercial
|
Franklin County, FL
|
|
13,000
|
|
|
—
|
%
|
|
13,000
|
|
|
—
|
%
|
WaterSound Gatehouse
|
Walton County, FL
|
|
12,624
|
|
|
100
|
%
|
|
12,624
|
|
|
90
|
%
|
395 Office building
|
Walton County, FL
|
|
6,700
|
|
|
100
|
%
|
|
6,700
|
|
|
100
|
%
|
Pier Park outparcel
|
Bay County, FL
|
|
5,565
|
|
|
100
|
%
|
|
—
|
|
|
—
|
%
|
Wetappo
|
Gulf County, FL
|
|
4,900
|
|
|
100
|
%
|
|
4,900
|
|
|
100
|
%
|
WaterColor HOA Office
(3)
|
Walton County, FL
|
|
1,244
|
|
|
100
|
%
|
|
1,244
|
|
|
100
|
%
|
WaterSound Origins
|
Walton County, FL
|
|
760
|
|
|
100
|
%
|
|
760
|
|
|
100
|
%
|
|
|
|
674,992
|
|
|
85
|
%
|
|
602,319
|
|
|
87
|
%
|
(1)
|
Included in net rentable square feet as of September 30, 2017 and December 31, 2016, 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.
|
(3)
|
In addition to net rentable square feet, there is an additional 1,276 square feet that currently serves as common area, but is subject to an agreement whereby the current lessee will expand their lease in 2019 to include the entire building.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
In millions
|
||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Timber revenue
|
$
|
1.9
|
|
|
$
|
1.3
|
|
|
$
|
4.3
|
|
|
$
|
4.0
|
|
Real estate revenue - other rural land revenue
|
0.7
|
|
|
0.2
|
|
|
0.9
|
|
|
1.2
|
|
||||
Total revenue
|
2.6
|
|
|
1.5
|
|
|
5.2
|
|
|
5.2
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of timber revenue
|
0.2
|
|
|
0.2
|
|
|
0.6
|
|
|
0.6
|
|
||||
Cost of real estate revenue - other rural land revenue
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.3
|
|
||||
Other operating expenses
|
0.1
|
|
|
0.1
|
|
|
0.3
|
|
|
0.4
|
|
||||
Depreciation and depletion
|
0.2
|
|
|
0.1
|
|
|
0.4
|
|
|
0.4
|
|
||||
Total expenses
|
0.5
|
|
|
0.5
|
|
|
1.3
|
|
|
1.7
|
|
||||
Operating income
|
2.1
|
|
|
1.0
|
|
|
3.9
|
|
|
3.5
|
|
||||
Other income, net
|
0.3
|
|
|
0.3
|
|
|
0.9
|
|
|
0.8
|
|
||||
Net income before income taxes
|
$
|
2.4
|
|
|
$
|
1.3
|
|
|
$
|
4.8
|
|
|
$
|
4.3
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||||||
Pine pulpwood
|
97,000
|
|
|
81.5
|
%
|
|
62,000
|
|
|
73.8
|
%
|
|
211,000
|
|
|
75.9
|
%
|
|
166,000
|
|
|
72.5
|
%
|
Pine sawtimber
|
15,000
|
|
|
12.6
|
%
|
|
19,000
|
|
|
22.6
|
%
|
|
49,000
|
|
|
17.6
|
%
|
|
51,000
|
|
|
22.3
|
%
|
Pine grade logs
|
6,000
|
|
|
5.1
|
%
|
|
3,000
|
|
|
3.6
|
%
|
|
16,000
|
|
|
5.8
|
%
|
|
10,000
|
|
|
4.4
|
%
|
Other
|
1,000
|
|
|
0.8
|
%
|
|
—
|
|
|
—
|
%
|
|
2,000
|
|
|
0.7
|
%
|
|
2,000
|
|
|
0.8
|
%
|
Total
|
119,000
|
|
|
100.0
|
%
|
|
84,000
|
|
|
100.0
|
%
|
|
278,000
|
|
|
100.0
|
%
|
|
229,000
|
|
|
100.0
|
%
|
|
Nine Months Ended September 30,
|
||||||
|
2017
|
|
2016
|
||||
|
In millions
|
||||||
Net cash provided by operating activities
|
$
|
49.8
|
|
|
$
|
10.6
|
|
Net cash provided by (used in) investing activities
|
12.6
|
|
|
(42.9
|
)
|
||
Net cash used in financing activities
|
(136.7
|
)
|
|
(15.2
|
)
|
||
Net decrease in cash and cash equivalents
|
(74.3
|
)
|
|
(47.5
|
)
|
||
Cash and cash equivalents at beginning of the period
|
241.1
|
|
|
212.8
|
|
||
Cash and cash equivalents at end of the period
|
$
|
166.8
|
|
|
$
|
165.3
|
|
•
|
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 growth and recurring revenue and to create long-term shareholder value;
|
•
|
our 2017 capital expenditures budget and the timing of benefits of these investments;
|
•
|
our expectations regarding levels of commercial real estate sales activity during the remainder of 2017;
|
•
|
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 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 loss 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 our products, including a slowing of the population growth in Florida, inflation, or unemployment rates or declines in consumer confidence or the demand for, or the prices of, housing;
|
•
|
any downturns in real estate markets in Florida or across the nation;
|
•
|
our dependence on the real estate industry and the cyclical nature of our real estate operations;
|
•
|
the impact of natural or man-made disasters or weather conditions, including hurricanes, fires and other severe weather conditions, on our business;
|
•
|
our ability to successfully and timely obtain land use entitlements and construction financing, maintain compliance with state law requirements and address issues that arise in connection with the use and development of our land, including the permits required for mixed-use and active adult communities;
|
•
|
changes in laws, regulations or the regulatory environment affecting the development of real estate;
|
•
|
our ability to effectively deploy and invest our assets, including our available-for-sale securities;
|
•
|
our ability to effectively manage our real estate assets, as well as the ability of our joint venture partners to effectively manage the day-to-day activities of the Pier Park North JV and Pier Park Crossings JV;
|
•
|
our ability to realize the anticipated benefits of our acquisitions, joint ventures, investments in leasable spaces and operations and share repurchases;
|
•
|
our ability to carry out our Stock Repurchase Program in accordance with applicable securities laws;
|
•
|
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.
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)
|
||||||
|
|
|
|
|
|
|
|
In Millions
|
||||||
July 1-31, 2017
|
|
1,500,000
|
|
|
$
|
18.00
|
|
|
1,500,000
|
|
|
$
|
150.5
|
|
August 1-31, 2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
September 1-30, 2017
|
|
3,895,848
|
|
|
17.60
|
|
|
3,895,848
|
|
|
147.7
|
|
||
Total
|
|
5,395,848
|
|
|
$
|
17.71
|
|
|
5,395,848
|
|
|
$
|
147.7
|
|
(1)
|
In 2015, we announced that our Board authorized an additional $200.0 million for stock repurchases under our Stock Repurchase Program. As of December 31, 2016, we had a total of $190.9 million available for purchase of shares under our Stock Repurchase Program. The Stock Repurchase Program has no expiration date. On July 7, 2017, our Board authorized additional repurchases of up to $28.0 million of our shares of common stock under the Stock Repurchase Program. On July 11, 2017, we repurchased 1.5 million shares for an aggregate purchase price of $27.0 million. On September 18, 2017, our Board authorized additional repurchase authority of up to $66.0 million of our shares of common stock under the Stock Repurchase Program. On September 20, 2017, we repurchased 3.7 million shares for an aggregate purchase price of $65.8 million. After giving effect to these and other recent repurchase activities, as of September 30, 2017, we had $147.7 million remaining under the Stock Repurchase Program.
|
Exhibit
Number
|
|
Description
|
*10.1†
|
|
|
*31.1
|
|
|
*31.2
|
|
|
**32.1
|
|
|
**32.2
|
|
|
*101.INS
|
|
XBRL Instance Document.
|
*101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
*101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
*101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
*101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
*101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
†
|
Indicates management contract or compensation plan or arrangement.
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
|
|
THE ST. JOE COMPANY
|
|
|
(Registrant)
|
|
|
|
Date:
|
November 2, 2017
|
/s/ Jorge Gonzalez
|
|
|
Jorge Gonzalez
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
Date:
|
November 2, 2017
|
/s/ Marek Bakun
|
|
|
Marek Bakun
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q for the period ended
September 30, 2017
of The St. Joe Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Jorge Gonzalez
|
|
Jorge Gonzalez
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q for the period ended
September 30, 2017
of The St. Joe Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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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
Executive Vice President and Chief Financial Officer
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/s/ Jorge Gonzalez
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Jorge Gonzalez
President and Chief Executive Officer |
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/s/ Marek Bakun
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Marek Bakun
Executive Vice President and Chief Financial Officer
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