Document
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-Q
 
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2018
or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     .
Commission file number: 1-10466
 
The St. Joe Company
(Exact name of registrant as specified in its charter)
 
Florida
 
59-0432511
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
133 South Watersound Parkway
Watersound, Florida
 
32461
(Address of principal executive offices)
 
(Zip Code)
(850) 231-6400
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES  þ    NO  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    YES  þ    NO  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
¨

Accelerated filer
þ

 
 
 
 
Non-accelerated filer
¨  (Do not check if a smaller reporting company)
Smaller reporting company
¨
 
 
 
 
 
 
Emerging growth company
¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    YES  ¨    NO  þ
As of April 30, 2018, there were 64,636,771 shares of common stock, no par value, outstanding.


Table of Contents

THE ST. JOE COMPANY
INDEX
 

 
Page No.
 
 



2

Table of Contents

PART I - FINANCIAL INFORMATION
Item 1.     Financial Statements

THE ST. JOE COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)
 
March 31,
2018
 
December 31,
2017
ASSETS
 
 
 
Investment in real estate, net
$
332,628

 
$
332,624

Cash and cash equivalents
202,585

 
192,083

Investments - debt securities
46,346

 
76,245

Investments - equity securities
44,928

 
35,023

Restricted investments
3,392

 
4,469

Income tax receivable
8,371

 
8,371

Claim settlement receivable
5,320

 
5,280

Other assets
42,701

 
47,133

Property and equipment, net of accumulated depreciation of $61,134 and $60,697 at March 31, 2018 and December 31, 2017, respectively
11,695

 
11,776

Investments held by special purpose entities
207,618

 
207,989

Total assets
$
905,584

 
$
920,993

LIABILITIES AND EQUITY
 
 
 
LIABILITIES:
 
 
 
Debt
$
55,453

 
$
55,630

Other liabilities
43,824

 
47,259

Deferred tax liabilities, net
48,516

 
48,983

Senior notes held by special purpose entity
176,595

 
176,537

Total liabilities
324,388

 
328,409

EQUITY:
 
 
 
Common stock, no par value; 180,000,000 shares authorized; 65,907,822 and 65,897,866 issued at March 31, 2018 and December 31, 2017, respectively; and 65,142,997 and 65,897,866 outstanding at March 31, 2018 and December 31, 2017, respectively
425,223

 
424,694

Retained earnings
155,838

 
154,324

Accumulated other comprehensive loss
(832
)
 
(1,461
)
Treasury stock at cost, 764,825 shares held at March 31, 2018
(13,695
)
 

Total stockholders’ equity
566,534

 
577,557

Non-controlling interest
14,662

 
15,027

Total equity
581,196

 
592,584

Total liabilities and equity
$
905,584

 
$
920,993

See accompanying notes to the condensed consolidated financial statements.

3

Table of Contents


THE ST. JOE COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)

The following presents the portion of the consolidated balances attributable to the Company’s consolidated variable interest entities, which as of March 31, 2018 and December 31, 2017 include the Pier Park North joint venture (“Pier Park North JV”), Pier Park Crossings LLC (“Pier Park Crossings JV”), Windmark JV, LLC (“Windmark JV”), Panama City Timber Finance Company, LLC and Northwest Florida Timber Finance, LLC as discussed in Note 2. Summary of Significant Accounting Policies. Basis of Presentation and Principles of Consolidation. As of December 31, 2017, consolidated balances attributable to the Company’s consolidated variable interest entities also include Artisan Park, L.L.C., see Note 9. Real Estate Joint Ventures for additional information. The following assets may only be used to settle obligations of the consolidated variable interest entities and the following liabilities are only obligations of the variable interest entities and do not have recourse to the general credit of the Company, except for covenants and limited guarantees discussed in Note 10. Debt.
 
March 31,
2018
 
December 31,
2017
ASSETS
 
 
 
Investment in real estate
$
58,230

 
$
58,441

Cash and cash equivalents
2,892

 
5,084

Other assets
10,039

 
11,889

Investments held by special purpose entities
207,618

 
207,989

Total assets
$
278,779

 
$
283,403

LIABILITIES
 
 
 
Debt
$
46,585

 
$
46,783

Other liabilities
1,120

 
4,357

Senior notes held by special purpose entity
176,595

 
176,537

Total liabilities
$
224,300

 
$
227,677

See accompanying notes to the condensed consolidated financial statements.

4

Table of Contents

THE ST. JOE COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands except per share amounts)
(Unaudited) 
 
Three Months Ended 
 March 31,
 
2018
 
2017
Revenue:
 
 
 
Real estate revenue
$
7,702

 
$
1,525

Resorts and leisure revenue
7,450

 
8,108

Leasing revenue
3,047

 
2,555

Timber revenue
1,666

 
1,324

Total revenue
19,865

 
13,512

Expenses:
 
 
 
Cost of real estate revenue
4,169

 
331

Cost of resorts and leisure revenue
6,999

 
8,804

Cost of leasing revenue
824

 
669

Cost of timber revenue
213

 
157

Other operating and corporate expenses
5,946

 
6,180

Depreciation, depletion and amortization
2,255

 
1,953

Total expenses
20,406

 
18,094

Operating loss
(541
)

(4,582
)
Other income (expense):
 
 
 
Investment income, net
3,665

 
10,356

Interest expense
(3,025
)
 
(3,043
)
Other income, net
277

 
3,736

Total other income, net
917

 
11,049

Income before income taxes
376


6,467

Income tax benefit (expense)
249

 
(2,279
)
Net income
625


4,188

Net loss attributable to non-controlling interest
132

 
180

Net income attributable to the Company
$
757


$
4,368

 
 
 
 
NET INCOME PER SHARE
 
 
 
Basic and Diluted
 
 
 
Weighted average shares outstanding
65,476,054

 
73,970,407

Net income per share attributable to the Company
$
0.01

 
$
0.06

See accompanying notes to the condensed consolidated financial statements.

5

Table of Contents

THE ST. JOE COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands)
 (Unaudited)
 
Three Months Ended 
 March 31,
 
2018
 
2017
Net income:
$
625

 
$
4,188

Other comprehensive income, net of tax:
 
 
 
Available-for-sale investment items:
 
 
 
Net unrealized (loss) gain on available-for-sale investments
(803
)
 
3,905

Net unrealized (loss) gain on restricted investments
(9
)
 
4

Reclassification of realized loss (gain) included in earnings
1,078

 
(3,122
)
Reclassification into retained earnings (1)
932

 

Reclassification of other-than-temporary impairment loss included in earnings
63

 
366

Total before income taxes
1,261


1,153

Income tax expense (2)
(632
)
 
(441
)
Total other comprehensive income, net of tax
629


712

Total comprehensive income, net of tax
$
1,254


$
4,900

(1)
The reclassification into retained earnings relates to the adoption of Accounting Standards Update (“ASU”) 2016-01 Financial Instruments - Overall, as amended (“ASU 2016-01”). The new guidance is effective January 1, 2018, and requires equity investments to be measured at fair value with changes in fair value recognized in results of operations rather than the condensed consolidated statements of comprehensive income. See Note 2. Summary of Significant Accounting Policies.
(2)
Income tax expense includes $0.3 million of income tax expense related to the adoption of ASU 2018-02 Income Statement - Reporting Comprehensive Income (“ASU 2018-02”). The new guidance is effective January 1, 2018, and allows a reclassification from accumulated other comprehensive income (loss) to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act (the “Tax Act”). See Note 2. Summary of Significant Accounting Policies.
See accompanying notes to the condensed consolidated financial statements.


6

Table of Contents

THE ST. JOE COMPANY
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
(Dollars in thousands)
(Unaudited)

 
Common Stock
 
Retained Earnings
 
Accumulated
Other
Comprehensive (Loss) Income
 
 
 
 
 
 
 
Outstanding
Shares
 
Amount
 
Treasury
Stock
 
Non-controlling
Interest
 
Total
Balance at December 31, 2017
65,897,866

 
$
424,694

 
$
154,324

 
$
(1,461
)
 
$

 
$
15,027

 
$
592,584

Capital contribution from non-controlling interest

 

 

 

 

 
64

 
64

Additional ownership interest acquired in Artisan Park, LLC

 
297

 

 

 

 
(297
)
 

Issuance of common stock for director’s fees

 
28

 

 

 

 

 
28

Issuance of common stock for officer compensation
9,956

 
204

 

 

 

 

 
204

Repurchase of common shares
(764,825
)
 

 

 

 
(13,695
)
 

 
(13,695
)
Adoption of ASU 2014-09 Revenue From Contracts with Customers, as amended

 

 
1,140

 

 

 

 
1,140

Adoption of ASU 2016-01 Financial Instruments - Overall, as amended

 

 
(696
)
 
696

 

 

 

Adoption of ASU 2018-02 Income Statement - Reporting Comprehensive Income

 

 
313

 
(313
)
 

 

 

Other comprehensive income

 

 

 
246

 

 

 
246

Net income

 

 
757

 

 

 
(132
)
 
625

Balance at March 31, 2018
65,142,997

 
$
425,223


$
155,838


$
(832
)

$
(13,695
)

$
14,662


$
581,196

 
 
 
 
 
 
 
 
 
 
 
 
 
 
See accompanying notes to the condensed consolidated financial statements.


7

Table of Contents

THE ST. JOE COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
 
Three Months Ended 
 March 31,
 
2018
 
2017
Cash flows from operating activities:
 
 
 
Net income
$
625

 
$
4,188

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation, depletion and amortization
2,255

 
1,953

Stock based compensation
232

 
19

(Loss) gain on sale of investments
1,078

 
(3,122
)
Unrealized loss on investments, net
538

 

Other-than-temporary impairment loss
63

 
366

Deferred income tax (benefit) expense
(550
)
 
988

Cost of real estate sold
3,943

 
174

Expenditures for and acquisition of real estate to be sold
(3,045
)
 
(2,183
)
Accretion income and other
(524
)
 
(1,208
)
Loss on disposal of property and equipment
7

 

Changes in operating assets and liabilities:
 
 
 
Notes receivable
(943
)
 
40

Other assets
1,256

 
651

Other liabilities
(2,999
)
 
4,928

Income taxes receivable

 
348

Net cash provided by operating activities
1,936

 
7,142

Cash flows from investing activities:
 
 
 
Expenditures for operating property
(3,914
)
 
(4,310
)
Expenditures for property and equipment
(590
)
 
(1,026
)
Proceeds from the disposition of assets
5,000

 

Purchases of investments - debt securities
(20
)
 
(36,910
)
Purchases of investments - equity securities
(10,442
)
 
(12,600
)
Sales of investments - debt securities
31,958

 
48,729

Sales of investments - equity securities

 
8,324

Maturities of assets held by special purpose entities
415

 
415

Net cash provided by investing activities
22,407

 
2,622

Cash flows from financing activities:
 
 
 
Capital contribution from non-controlling interest
64

 

Repurchase of common shares
(13,695
)
 
(34,156
)
Borrowings on debt
33

 
509

Principal payments for debt
(215
)
 
(226
)
Debt issue costs
(27
)
 
(20
)
Net cash used in financing activities
(13,840
)
 
(33,893
)
Net increase (decrease) in cash, cash equivalents and restricted cash
10,503

 
(24,129
)
Cash, cash equivalents and restricted cash at beginning of the period
192,365

 
243,087

Cash, cash equivalents and restricted cash at end of the period
$
202,868

 
$
218,958


See accompanying notes to the condensed consolidated financial statements.





8

Table of Contents

THE ST. JOE COMPANY
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
(Dollars in thousands)
(Unaudited)
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheet that sum to the total of the same such amounts shown in the statement of cash flows.
 
 
Three Months Ended 
 March 31,
 
 
2018
 
2017
Cash and cash equivalents
 
$
202,585

 
$
216,982

Restricted cash included in other assets
 
283

 
1,976

Total cash, cash equivalents and restricted cash shown in the statement of cash flows
 
$
202,868

 
$
218,958

Restricted cash includes amounts set aside as letters of credit collateral and as a requirement of financing in one of the Company’s developments.

 
 
Three Months Ended 
 March 31,
 
 
2018
 
2017
Cash paid during the period for:
 
 
 
 
Interest
 
$
5,128

 
$
5,137

Income taxes
 
$
2,005

 
$

 
 
 
 
 
Non-cash financing and investing activities:
 
 
 
 
Increase in Community Development District debt
 
$
15

 
$
194

Increase in expenditures for operating properties and property and equipment financed through accounts payable
 
$
818

 
$
1,206


See notes to the condensed consolidated financial statements.

9

Table of Contents

THE ST. JOE COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, unless otherwise stated)
(Unaudited)
1. Nature of Operations
The St. Joe Company together with its consolidated subsidiaries (“St. Joe” or the “Company”) is a Florida real estate development, asset management and operating company with real estate assets and operations currently concentrated primarily between Tallahassee and Destin, Florida. Over 90% of the Company’s real estate assets are located within fifteen miles of the Gulf of Mexico.
The Company conducts primarily all of its business in the following four reportable operating segments: 1) residential real estate, 2) resorts and leisure, 3) commercial leasing and sales and 4) forestry.
In prior periods, the Company’s reportable operating segments were 1) residential real estate, 2) commercial real estate, 3) resorts and leisure, 4) leasing operations and 5) forestry. Commencing in the fourth quarter of 2017, the Company’s commercial real estate segment and leasing operations segment were combined into a new segment titled “commercial leasing and sales”. This change is consistent with the Company’s belief that the decision making and management of the assets in these segments are being made as one group. Prior to the fourth quarter of 2017, commercial real estate and leasing operations were treated as individual operating segments. All prior year segment information has been reclassified to conform to the 2018 presentation. The change in reporting segments has no effect on the condensed consolidated balance sheets, statements of income, statements of comprehensive income or statements of cash flows for the periods presented. See Note 17. Segment Information.
2. Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for reporting on Form 10-Q. Accordingly, certain information and footnotes required by United States generally accepted accounting principles (“GAAP”) for complete financial statements are not included herein. The unaudited interim condensed consolidated financial statements include the accounts of the Company and all of its majority-owned and controlled subsidiaries and variable interest entities where the Company is the primary beneficiary. Investments in joint ventures and limited partnerships in which the Company does not have a controlling interest are accounted for by the equity method. All significant intercompany transactions and balances have been eliminated in consolidation. The December 31, 2017 condensed consolidated balance sheet amounts have been derived from the Company’s December 31, 2017 audited consolidated financial statements. Certain prior period amounts in the accompanying condensed consolidated financial statements have been reclassified to conform to the current year presentation. These reclassifications had no effect on the Company’s previously reported total assets and liabilities, stockholders’ equity or net income. Operating results for the three months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2018.
A variable interest entity (“VIE”) is an entity in which a controlling financial interest may be achieved through arrangements that do not involve voting interests. A VIE is required to be consolidated by its primary beneficiary, which is the entity that possesses the power to direct the activities of the VIE that most significantly impact the VIEs economic performance and has the obligation to absorb losses or the right to receive benefits from the VIE that are significant to the entity. The Company consolidates VIEs when it is the primary beneficiary of the VIE, including real estate joint ventures determined to be VIEs. See Note 9. Real Estate Joint Ventures.
The interim condensed consolidated financial statements reflect all normal recurring adjustments that, in the opinion of management, are necessary for fair presentation of the information contained herein. The interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. The Company adheres to the same accounting policies in preparation of its unaudited interim condensed consolidated financial statements as the Company’s December 31, 2017 annual financial statements. As required under GAAP, interim accounting for certain expenses, including income taxes, are based on full year assumptions. For interim financial reporting purposes, income taxes are recorded based upon estimated annual income tax rates.


10

Table of Contents

Concentration of Risks and Uncertainties
The Company’s real estate investments are concentrated in Northwest Florida in a number of specific development projects. Uncertain economic or other conditions could have an adverse impact on the Company’s real estate values and could cause the Company to sell assets at depressed values in order to pay ongoing obligations.
Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash, cash equivalents, investments, other receivables, investments held by special purpose entity or entities (“SPE”), and investments in retained interests. The Company deposits and invests cash with regional financial institutions, and as of March 31, 2018, these balances exceeded the amount of F.D.I.C. insurance provided on such deposits. In addition, as of March 31, 2018, the Company had $9.9 million invested in U.S. Treasury securities, $36.4 million invested in three issuers of corporate debt securities that are non-investment grade, $44.9 million invested in five issuers of preferred stock that are non-investment grade and two issuers of preferred stock that are investment grade, as well as investments of $179.2 million in short term commercial paper from twelve issuers.
Earnings Per Share
Basic and diluted earnings per share are calculated by dividing net income by the average number of common shares outstanding for the period. For the three months ended March 31, 2018 and 2017, basic and diluted average shares outstanding were the same and there were no outstanding common stock equivalents as of March 31, 2018 or December 31, 2017. Non-vested restricted stock is included in outstanding shares at the time of grant.
Revenue and Revenue Recognition
Revenue consists primarily of real estate sales, resorts and leisure operations, leasing operations, and timber sales. Taxes collected from customers and remitted to governmental authorities (e.g. sales tax) are excluded from revenue, costs and expenses.
Effective January 1, 2018, with the adoption of ASU 2014-09 Revenue from Contracts with Customers, as amended (“ASU 2014-09”), estimated lot residuals (a percentage of the sales price of a completed home received when the home price or gross profit of the home exceeds a negotiated threshold), marketing fees and tap and impact fees are recognized as revenue at the time of sale to homebuilders, subject to constraints, and any change in circumstances from the estimated amounts will be updated at each reporting period. For the three months ended March 31, 2018, real estate revenue includes approximately $0.4 million of estimated lot residuals and approximately $0.3 million of estimated marketing fees and tap and impact fee credits related to homebuilder homesite sales. Prior to 2018, these lot residuals, marketing fees and tap and impact fees were recognized in revenue when consideration was received by the Company in periods subsequent to the initial recognition of revenue for the sale of the homesite.
Recently Adopted Accounting Pronouncements
Revenue Recognition
In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09 that establishes the principles used to recognize revenue for all entities. In March 2016, the FASB issued ASU 2016-08 that further clarifies the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU 2016-10 that clarifies guidance on identifying performance obligations and to improve the operability and understandability of licensing implementation guidance. In May 2016, the FASB issued ASU 2016-11 that rescinds SEC guidance pursuant to announcements at the March 3, 2016 Emerging Issues Task Force Meeting. In May 2016, the FASB issued ASU 2016-12 that provides narrow-scope improvements and practical expedients to Revenue from Contracts with Customers. In December 2016, the FASB issued ASU 2016-20 that includes technical corrections and improvements to ASU 2014-09. The Company adopted the new guidance as of January 1, 2018 and has elected to implement ASU 2014-09 using the modified retrospective application, with the cumulative effect recorded as an adjustment to opening retained earnings. The impact of adopting this guidance resulted in an adjustment to increase retained earnings by $1.5 million, offset by a decrease of $0.4 million related to tax effects, for a net effect of $1.1 million, an increase to accounts receivable, net by $2.1 million and a decrease to investment in real estate, net by $0.6 million as of January 1, 2018, related to the recognition of estimated lot residuals, marketing fees, and tap and impact fee credits for homesites sold to homebuilders, where the homes had not yet been sold to customers as of December 31, 2017.

11

Table of Contents

Financial Instruments
In January 2016, the FASB issued ASU 2016-01 that amends existing guidance to address certain aspects of recognition, measurement, presentation and disclosure of financial instruments. The new guidance requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in results of operations. Additionally, certain disclosure requirements and other aspects of accounting for financial instruments changed as a result of the new guidance. In February 2018, the FASB issued ASU 2018-03 that includes technical corrections and improvements to ASU 2016-01. The Company adopted ASU 2016-01 and ASU 2018-03 simultaneously, effective January 1, 2018, and implemented it using a cumulative-effect adjustment between accumulated other comprehensive loss and retained earnings of $0.9 million, offset by an adjustment of $0.2 million related to tax effects, for a net effect of $0.7 million as of the date of adoption. As a result of the adoption of this guidance the change in the fair value of the Company’s equity investments are recognized in the condensed consolidated statements of income rather than the condensed consolidated statements of comprehensive income.
Statement of Cash Flows
In August 2016, the FASB issued ASU 2016-15, which amends the classification of certain cash receipts and cash payments, to reduce the diversity in how these cash receipts and cash payments are presented and classified in the statement of cash flows. The Company adopted the new guidance as of January 1, 2018. As this guidance only affects the classification within the statement of cash flows, it did not have a significant impact on the Company’s cash flows.
Statement of Cash Flows - Restricted Cash
In November 2016, the FASB issued ASU 2016-18, which requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash or restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The Company adopted the new guidance as of January 1, 2018, using a retrospective transition method to each period presented. The adoption of this guidance did not have a significant impact on the Company’s cash flows.
Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income
In February 2018, the FASB issued ASU 2018-02, which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Act. The ASU also requires additional disclosures that include a description of the accounting policy for releasing income tax effects from accumulated other comprehensive income, whether the Company elected to reclassify the effects from the Tax Act and information about other tax effects related to the Tax Act that are reclassified from accumulated other comprehensive income to retained earnings, if any. This guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years and should be applied either in the period of adoption or retrospectively to each period in which the effect of the Tax Act is recognized. Early adoption is permitted, including adoption in an interim period. The Company elected to early adopt the new guidance as of January 1, 2018, and implemented it using a cumulative-effect adjustment to retained earnings from accumulated other comprehensive loss of $0.3 million related to unrealized gains and losses on available-for-sale securities as of the date of adoption. The new guidance also requires the Company to disclose its policy on accounting for income tax effects in accumulated other comprehensive income (loss). In general, the Company applies the aggregate portfolio method with respect to available-for-sale debt securities.
Recently Issued Accounting Pronouncements
Leases
In February 2016, the FASB issued ASU 2016-02 that amends the existing accounting standards for lease accounting, including requiring lessees to recognize both finance and operating leases with terms of more than 12 months on the balance sheet. The accounting applied by a lessor is largely unchanged from existing guidance. This amendment also requires certain quantitative and qualitative disclosures about leasing arrangements. In January 2018, the FASB issued ASU 2018-01 which provides an optional transition practical expedient to not evaluate under the new lease standard, existing or expired land easements that were not previously accounted for as leases. The new guidance will be effective for annual and interim periods beginning after December 15, 2018 and requires a modified retrospective adoption. The Company is currently evaluating the impact that the adoption of this guidance will have on its financial condition, results of operations and cash flows.

12

Table of Contents

Financial Instruments - Credit Losses
In June 2016, the FASB issued ASU 2016-13 that requires a financial asset measured at amortized cost to be presented at the net amount expected to be collected and requires that credit losses from available-for-sale debt securities be presented as an allowance for credit loss. This new guidance will be effective for annual and interim periods beginning after December 15, 2019, with early adoption permitted for annual and interim periods beginning after December 15, 2018. The Company is currently evaluating the impact that the adoption of this guidance will have on its financial condition, results of operations and cash flows.
3. Investment in Real Estate
Real estate by property type and segment includes the following:
 
March 31,
2018
 
December 31,
2017
Development property:
 
 
 
Residential real estate
$
97,408

 
$
100,279

Resorts and leisure
5,709

 
4,131

Commercial leasing and sales real estate
56,756

 
53,896

Forestry
2,143

 
2,488

Corporate
2,607

 
2,571

Total development property
164,623

 
163,365

 
 
 
 
Operating property:
 
 
 
Residential real estate
7,344

 
7,344

Resorts and leisure
103,680

 
103,616

Commercial leasing and sales real estate
110,513

 
110,491

Forestry
19,662

 
19,510

Other
50

 
50

Total operating property
241,249

 
241,011

Less: Accumulated depreciation
73,244

 
71,752

Total operating property, net
168,005

 
169,259

Investment in real estate, net
$
332,628

 
$
332,624

Development property consists of land the Company is developing or intends to develop for sale or future operations and includes direct costs associated with the land, development and construction costs and indirect costs. Residential real estate includes residential communities. Resorts and leisure development property consists of the improvement and expansion of existing beach club property, land and development costs and improvements to an existing restaurant and other property. Commercial leasing and sales development property primarily consists of land and development costs for commercial and industrial uses, including the Pier Park Crossings JV, land holdings near the Northwest Florida Beaches International Airport and Port of Port St. Joe. Development property in the resorts and leisure and commercial leasing and sales segments will be reclassified as operating property as it is placed into service.    
Operating property includes property that the Company uses for operations and activities. Residential real estate operating property consists primarily of residential utility assets. The resorts and leisure operating property includes the WaterColor Inn, certain vacation rental properties, golf courses, a beach club and marinas. Commercial leasing and sales operating property includes property developed or purchased by the Company and used for retail and commercial rental purposes, including property in the Pier Park North JV, VentureCrossings and Beckrich Office Park, as well as other properties. Forestry operating property includes the Company’s timberlands. Operating property may be sold in the future as part of the Company’s principal real estate business.

13

Table of Contents


4. Investments
Available-For-Sale Investments
At March 31, 2018, investments - debt securities and restricted investments classified as available-for-sale securities were as follows:
 
Amortized Cost
 
Gross Unrealized Gain
 
Gross Unrealized Loss
 
Fair Value
Investments - debt securities:
 
 
 
 
 
 
 
U.S. Treasury securities
$
9,926

 
$

 
$
25

 
$
9,901

Corporate debt securities
37,515

 
175

 
1,245

 
36,445

 
47,441


175


1,270


46,346

 
 
 
 
 
 
 
 
Restricted investments:
 
 
 
 
 
 
 
Short-term bond
3,240

 

 
13

 
3,227

Money market funds
165

 

 

 
165

 
3,405

 

 
13

 
3,392

 
$
50,846


$
175


$
1,283


$
49,738

At December 31, 2017, investments - debt securities, investments - equity securities and restricted investments classified as available-for-sale securities were as follows:
 
Amortized Cost
 
Gross Unrealized Gain
 
Gross Unrealized Loss
 
Fair Value
Investments - debt securities:
 
 
 
 
 
 
 
U.S. Treasury securities
$
9,892

 
$

 
$
22

 
$
9,870

Corporate debt securities
67,781

 
411

 
1,817

 
66,375

 
77,673


411


1,839


76,245

 
 
 
 
 
 
 
 
Investments - equity securities:
 
 
 
 
 
 
 
Preferred stock
35,955

 
423

 
1,355

 
35,023

 
 
 
 
 
 
 
 
Restricted investments:
 
 
 
 
 
 
 
Short-term bond
4,264

 

 
13

 
4,251

Money market fund
218

 

 

 
218

 
4,482

 

 
13

 
4,469

 
$
118,110


$
834


$
3,207


$
115,737

During the three months ended March 31, 2018, realized losses from the sale of available for-sale securities were $1.1 million and proceeds from the sale of available-for-sale securities were $32.0 million.
During the three months ended March 31, 2017, realized gains from the sale of available for-sale securities were $3.1 million and proceeds from the sale of available-for-sale securities were $57.1 million.

14

Table of Contents

The following table provides the U.S. Treasury securities, corporate debt securities and restricted investments unrealized loss position and related fair values as of March 31, 2018:    
 
Less Than 12 Months
 
12 Months or Greater
 
Fair Value
 
Unrealized Loss
 
Fair Value
 
Unrealized Loss
Investments - debt securities:
 
 
 
 
 
 
 
U.S. Treasury securities
$
9,901

 
$
25

 
$

 
$

Corporate debt securities

 

 
21,982

 
1,245

Restricted investments:
 
 
 
 
 
 
 
Short-term bond

 

 
3,227

 
13

 
$
9,901

 
$
25

 
$
25,209

 
$
1,258

The following table provides the U.S. Treasury securities, corporate debt securities, preferred stock and restricted investments unrealized loss position and related fair values as of December 31, 2017:
 
Less Than 12 Months
 
12 Months or Greater
 
Fair Value
 
Unrealized Loss
 
Fair Value
 
Unrealized Loss
Investments - debt securities:
 
 
 
 
 
 
 
U.S. Treasury securities
$
9,870

 
$
22

 
$

 
$

Corporate debt securities
15,515

 
691

 
29,595

 
1,126

Investments - equity securities:
 
 
 
 
 
 
 
Preferred stock
11,263

 
1,337

 
1,986

 
18

Restricted investments:
 
 
 
 
 
 
 
Short-term bond

 

 
4,251

 
13

 
$
36,648

 
$
2,050

 
$
35,832

 
$
1,157


As of March 31, 2018, the Company had unrealized losses of $1.3 million related to U.S. Treasury securities, corporate debt securities and restricted investments. The Company had unrealized losses of $3.2 million as of December 31, 2017 related to U.S. Treasury securities, corporate debt securities, preferred stock and restricted investments. As of March 31, 2018 and December 31, 2017, the Company did not intend to sell the investments - debt securities with a material unrealized loss and it is more likely than not that the Company will not be required to sell any of these securities prior to their anticipated recovery, which could be maturity. During the three months ended March 31, 2018, the Company determined unrealized losses related to its corporate debt securities was other-than-temporarily impaired and recorded an impairment of $0.1 million for credit-related loss in investment income, net in the Company's condensed consolidated statements of income.
The net carrying value and estimated fair value of investments - debt securities and restricted investments classified as available-for-sale at March 31, 2018, by contractual maturity are shown in the following table. Actual maturities may differ from contractual maturities since certain borrowers have the right to call or prepay obligations.
 
Amortized Cost
 
Fair Value
Due in one year or less
$
12,601

 
$
12,431

Due after one year through five years
34,771

 
33,866

Due after five years through ten years
69

 
49

 
47,441

 
46,346

Restricted investments
3,405

 
3,392

 
$
50,846

 
$
49,738


15

Table of Contents

Investments - Equity Securities
At March 31, 2018, investments - equity securities included $44.9 million of preferred stock investments recorded at fair value. As of March 31, 2018, unrealized loss on investments - equity securities of $0.5 million was included within investment income, net on the condensed consolidated statements of income due to the adoption of ASU 2016-01 on January 1, 2018. Prior to 2018, unrealized gain or loss related to these investments was recorded in accumulated other comprehensive income (loss). As of January 1, 2018 the outstanding unrealized loss of $0.9 million was reclassified to retained earnings with the adoption of ASU 2016-01.
Investment Management Agreement
Mr. Bruce R. Berkowitz is the Chairman of the Company’s Board of Directors (the “Board”). He is the Manager of, and controls entities that own and control, Fairholme Holdings, LLC (“Fairholme”), which wholly owns Fairholme Capital Management, L.L.C. (“FCM”, a registered investment advisor registered with the Securities and Exchange Commission) and the Fairholme Trust Company, L.L.C. (“FTC”, a non-depository trust company regulated by the Florida Office of Financial Regulation). Mr. Berkowitz is the Chief Investment Officer of FCM, and the Chief Executive Officer and a director of FTC. Since April 2013, FCM has provided investment advisory services to the Company directly, or more recently, as the sub-advisor to FTC. Neither FCM nor FTC receives any compensation for services as the Company’s investment advisor. As of March 31, 2018, Fairholme, including Mr. Berkowitz and clients of FCM and FTC, collectively, beneficially owned 42.19% of the Company’s common stock. FCM and its client, The Fairholme Fund, a series of the Fairholme Funds, Inc., may be deemed affiliates of the Company.
Both Mr. Cesar Alvarez and Mr. Howard Frank are members of the Company’s Board and also serve as directors of Fairholme Funds, Inc. Mr. Alvarez is also a director of FTC.
Pursuant to the terms of an Investment Management Agreement, as amended, with the Company (the “Agreement”), FTC agreed to supervise and direct the investments of investment accounts established by the Company in accordance with the investment guidelines and restrictions approved by the Investment Committee of the Company’s Board. The investment guidelines are set forth in the Agreement and require that, as of the date of any investment: (i) no more than 15% of the investment account may be invested in securities of any one issuer (excluding the U.S. Government), (ii) any investment in any one issuer (excluding the U.S. Government) that exceeds 10% of the investment account, but not 15%, requires the consent of at least two members of the Investment Committee, (iii) 25% of the investment account must be held in cash or cash equivalents, (iv) the investment account is permitted to be invested in common equity securities; however, common stock investments shall be limited to exchange-traded common equities, shall not exceed 5% ownership of a single issuer and, cumulatively, the common stock held in the Company’s investment portfolio shall not exceed $100.0 million market value, and (v) the aggregate market value of investments in common stock, preferred stock or other equity investments cannot exceed 25% of the market value of the Company’s investment portfolio at the time of purchase.

16

Table of Contents

5. Financial Instruments and Fair Value Measurements
Fair Value Measurements
The financial instruments measured at fair value on a recurring basis at March 31, 2018 were as follows:
 
Level 1
 
Level 2
 
Level 3
 
Total Fair Value
Cash equivalents:
 
 
 
 
 
 
 
Money market funds
$
5,690

 
$

 
$

 
$
5,690

Commercial paper
179,181

 

 

 
179,181

 
184,871

 

 

 
184,871

 
 
 
 
 
 
 
 
Investments - debt securities:
 
 
 
 
 
 
 
U.S. Treasury securities
9,901

 

 

 
9,901

Corporate debt securities

 
36,445

 

 
36,445

 
9,901

 
36,445

 

 
46,346

 
 
 
 
 
 
 
 
Investments - equity securities:
 
 
 
 
 
 
 
Preferred stock
10,728

 
34,200

 

 
44,928

 
 
 
 
 
 
 
 
Restricted investments:
 
 
 
 
 
 
 
Short-term bond
3,227

 

 

 
3,227

Money market fund
165

 

 

 
165

 
3,392

 

 

 
3,392

 
$
208,892

 
$
70,645

 
$

 
$
279,537

The financial instruments measured at fair value on a recurring basis at December 31, 2017 were as follows:
 
Level 1
 
Level 2
 
Level 3
 
Total Fair Value
Cash equivalents:
 
 
 
 
 
 
 
Money market funds
$
10,505

 
$

 
$

 
$
10,505

Commercial paper
159,970

 

 

 
159,970

 
170,475

 

 

 
170,475

 
 
 
 
 
 
 
 
Investments - debt securities:
 
 
 
 
 
 
 
U.S. Treasury securities
9,870

 

 

 
9,870

Corporate debt securities

 
66,375

 

 
66,375

 
9,870

 
66,375

 

 
76,245

 
 
 
 
 
 
 
 
Investments - equity securities:
 
 
 
 
 
 
 
Preferred stock
10,717

 
24,306

 

 
35,023

 
 
 
 
 
 
 
 
Restricted investments:
 
 
 
 
 
 


Short-term bond
4,251

 

 

 
4,251

Money market fund
218

 

 

 
218

 
4,469

 

 

 
4,469

 
$
195,531

 
$
90,681

 
$

 
$
286,212


17

Table of Contents

Money market funds, commercial paper, U.S. Treasury securities, certain preferred stock and short-term bonds are measured based on quoted market prices in an active market and categorized within level 1 of the fair value hierarchy. Money market funds and commercial paper with a maturity date of 90 days or less from the date of purchase are classified as cash equivalents in the Company’s condensed consolidated balance sheets.
The Company’s corporate debt securities and certain preferred stock are not traded on a nationally recognized exchange but rather are traded in the U.S. over-the-counter market where there is less trading activity and the investments are measured primarily using pricing data from external pricing services that report prices observed for recently executed market transactions. For these reasons, the Company has determined that corporate debt securities and certain preferred stock are categorized as level 2 financial instruments since their fair values were determined from market inputs in an inactive market.
Restricted investments include certain of the surplus assets that were transferred from the Company’s Pension Plan to a suspense account in the Company’s 401(k) Plan in December 2014. The Company has retained the risks and rewards of ownership of these assets; therefore, the assets held in the suspense account are included in the Company’s condensed consolidated financial statements until they are allocated to participants. As of March 31, 2018 and December 31, 2017, the assets held in the suspense account were invested in Vanguard Money Market Funds, which invest in short-term, high quality securities or short-term U.S. government securities and seek to provide current income and preserve shareholders’ principal investment and a Vanguard Short-Term Bond Fund, which invests in money market instruments and short-term high quality bonds, including asset-backed, government, and investment grade corporate securities with an expected maturity of 0-3 years. The Vanguard Money Market Funds and Vanguard Short-Term Bond Fund are measured based on quoted market prices in an active market and categorized within level 1 of the fair value hierarchy. The Company’s Retirement Plan Investment Committee is responsible for investing decisions and allocation decisions of the suspense account. Refer to Note 15. Employee Benefit Plan.
Fair Value of Financial Instruments
The Company uses the following methods and assumptions in estimating fair value for financial instruments:
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.
The carrying amount and fair value, measured on a nonrecurring basis, of the Company’s financial instruments were as follows:
 
March 31, 2018
 
December 31, 2017
 
Carrying 
value
 
Fair value
 
Level
 
Carrying 
value
 
Fair value
 
Level
Assets
 
 
 
 
 
 
 
 
 
 
 
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
$
7,618

 
$
7,303

 
1
 
$
7,989

 
$
7,797

 
1
Liabilities
 
 
 
 
 
 
 
 
 
 
 
Senior notes held by special purpose entity
$
176,595

 
$
191,373

 
3
 
$
176,537

 
$
198,530

 
3

18

Table of Contents

Investments and Senior Notes Held by Special Purpose Entities
In connection with a real estate sale in 2014, the Company received consideration including a $200.0 million fifteen-year installment note (the “Timber Note”) issued by Panama City Timber Finance Company, LLC. The Company contributed the Timber Note and assigned its rights as a beneficiary under a letter of credit to Northwest Florida Timber Finance, LLC. Northwest Florida Timber Finance, LLC monetized the Timber Note by issuing $180.0 million aggregate principal amount of its 4.8% Senior Secured Notes due in 2029 (the “Senior Notes”) at an issue price of 98.5% of face value to third party investors. The investments held by Panama City Timber Finance Company, LLC as of March 31, 2018, consist of a $200.0 million time deposit that, subsequent to April 2, 2014, pays interest at 4.0% and matures in March 2029, U.S. Treasuries of $7.2 million and cash of $0.4 million. The Senior Notes held by Northwest Florida Timber Finance, LLC as of March 31, 2018 consist of $176.6 million, net of the $3.4 million discount and debt issuance costs. Panama City Timber Finance Company, LLC and Northwest Florida Timber Finance, LLC are VIEs, which the Company consolidates as the primary beneficiary of each entity.
6. Claim Settlement Receivable
On March 24, 2016, the Company entered into a full and final release agreement with BP p.l.c. and various related entities pursuant to which the Company, on its own behalf and on behalf of certain wholly owned subsidiaries, released any and all claims related to the Deepwater Horizon oil spill, which occurred on April 20, 2010.  In exchange for this release, the Company will receive $13.2 million from BP Exploration & Production Inc., a large portion of which will reimburse the Company for expenses incurred.  In October 2017 and 2016, the Company received payments of $2.7 million and $5.0 million, respectively. The remaining settlement amount will be made in payments of $2.7 million due in October 2018 and 2019.  The Company also received a guaranty of payments from BP North America Corporation Inc. As of March 24, 2016, the Company recorded the claim settlement receivable using an imputed interest rate of 3.0%, based on its best estimate of the prevailing market rates for the source of credit, resulting in an initial present value of $12.5 million and a discount of $0.7 million. The claim settlement of$12.5 million was recognized as other income in the Company’s condensed consolidated statements of income for the year ended December 31, 2016. The discount is being accreted over the term of the receivable using the effective interest method. Interest income for both the three months ended March 31, 2018 and 2017 was $0.1 million.
7. Sale of Vacation Rental Management
In December 2017, the Company entered into and consummated an Asset Purchase Agreement (the “PCR Purchase Agreement”) with PCR Rentals LLC (“PCR”) for the sale of the Company’s short term vacation rental management business (the “PCR Rentals Sale”). The PCR Purchase Agreement contained representations and warranties, confidentiality and indemnification provisions of the type customarily found in these types of transactions. The Company also has a limited right of first refusal on any third party offer to purchase the vacation rental management business that will end upon the earlier of (i) 18 months after the date of the PCR Rentals Sale or (ii) the later of (x) the date of payoff of a promissory note secured by certain assets of PCR (the “PCR Note”) and (y) nine months after the date of the PCR Rentals Sale. On February 14, 2018, the PCR Note was paid in full, and as a result the right of first refusal will expire in November 2018.
8. Other Assets
    
Other assets consist of the following:
 
March 31,
2018
 
December 31,
2017
Retained interest investments
$
11,250

 
$
11,147

Accounts receivable, net
11,224

 
8,460

Notes receivable
5,465

 
9,522

Prepaid expenses
6,680

 
6,625

Straight line rent
3,805

 
3,804

Other assets
3,342

 
4,637

Accrued interest receivable for Senior Notes held by SPE
935

 
2,938

Total other assets
$
42,701

 
$
47,133


19

Table of Contents

Retained Interest Investments
The Company has a beneficial interest in certain bankruptcy-remote qualified SPEs used in the installment sale monetization of certain sales of timberlands in 2007 and 2008. The SPEs’ assets are not available to satisfy the Company’s liabilities or obligations and the liabilities of the SPEs are not the Company’s liabilities or obligations. Therefore, the SPEs’ assets and liabilities are not consolidated in the Company’s condensed consolidated financial statements as of March 31, 2018 and December 31, 2017. The Company’s continuing involvement with the SPEs is the receipt of the net interest payments and the remaining principal of approximately $16.9 million to be received at the end of the installment notes’ fifteen year maturity period, in 2022 through 2024. The Company has a beneficial or retained interest investment related to these SPEs of $11.3 million and $11.1 million as of March 31, 2018 and December 31, 2017, respectively, recorded in other assets on the Company’s condensed consolidated balance sheets.
Accounts Receivable, Net
As of March 31, 2018, accounts receivable, net includes $2.8 million related to estimated lot residuals, marketing fees and tap and impact fees that are recognized as revenue at the time of sale to homebuilders, subject to constraints, and any change in circumstances from the estimated amounts will be updated at each reporting period. The receivable will be collected as the homebuilders build the homes and sell to retail buyers, which can occur over multiple years.
Notes Receivable
Notes receivable consists of the following: 
 
March 31,
2018
 
December 31,
2017
PCR Note, secured by certain assets, 10% interest rate, principal payments due beginning September 2018 per agreed upon schedule, and any remaining amount outstanding is due by December 2020, paid in full February 2018
$

 
$
5,000

Pier Park Community Development District notes, non-interest bearing, due September 2022
1,527

 
1,527

Interest bearing homebuilder note, secured by the real estate sold — 5.5% interest rate, principal payment of $0.1 million due February 2019 and any remaining amount outstanding is due by February 2020
1,204

 

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

 
904

Interest bearing homebuilder note, secured by the real estate sold — 5.5% interest rate, principal payment of $0.1 million due November 2018 and any remaining amount outstanding is due by November 2019
804

 
1,060

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
666

 
857

Interest bearing homebuilder note, secured by the real estate sold — 6.3% interest rate, principal payment of less than $0.1 million due March 2019 and any remaining amount outstanding is due by March 2020
200

 

Various mortgage notes, secured by certain real estate, bearing interest at various rates
160

 
174

Total notes receivable
$
5,465

 
$
9,522

The Company evaluates the carrying value of the notes receivable and the need for an allowance for doubtful notes receivable at each reporting date. As of March 31, 2018 and December 31, 2017, there was no allowance for doubtful notes receivable.

20

Table of Contents

9. Real Estate Joint Ventures
The Company enters into real estate joint ventures, from time to time, for the purpose of developing real estate in which the Company may or may not have a controlling financial interest. GAAP requires consolidation of VIEs in which an enterprise has a controlling financial interest and is the primary beneficiary. A controlling financial interest will have both of the following characteristics: (a) the power to direct the VIE activities that most significantly impact economic performance and (b) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company examines specific criteria and uses judgment when determining whether the Company is the primary beneficiary and must consolidate a VIE. The Company continues to assess whether it is the primary beneficiary on an ongoing basis.
Consolidated Real Estate Joint Ventures
In April 2017, the Company entered into a joint venture agreement to develop, manage and lease apartments in Panama City Beach, Florida. The joint venture parties are working together to design, develop and construct a 240 unit multi-family apartment home community. The community will be located on land in the Pier Park area that is currently owned by the Company and will be contributed to the joint venture. As of March 31, 2018 and December 31, 2017, the Company owned a 75.0% equity interest in the consolidated joint venture. The Company’s partners are responsible for the day-to-day activities of the joint venture. However, the Company has significant involvement in the design of the development and approves all major decisions, including project development, annual budgets and financing. The Company determined Pier Park Crossings JV is a VIE and that the Company is the VIE’s primary beneficiary as of March 31, 2018 and December 31, 2017.
In December 2016, the Company transferred all of its interest in the Windmark Beach project to Windmark JV, LLC (“Windmark JV”). As of March 31, 2018 and December 31, 2017, the Company owned a 49.0% equity interest in Windmark JV. A wholly owned subsidiary of the Company is the managing member of Windmark JV and runs its day-to-day operations. Windmark JV owns and its members make major decisions related to the management and development of the Windmark Beach project. For financial accounting purposes, the Company is deemed to control Windmark JV, which is consolidated within the financial results of the Company as of March 31, 2018 and December 31, 2017.
During 2012, the Company entered into a joint venture agreement with a partner to develop a retail center at Pier Park North. As of March 31, 2018 and December 31, 2017, the Company owned a 60.0% equity interest in the consolidated joint venture. The Company’s partner is responsible for the day-to-day activities of the joint venture. However, the Company has significant involvement in the design of the development and approves all major decisions, including project development, annual budgets and financing. The Company determined the joint venture is a VIE and that the Company is the VIE’s primary beneficiary as of March 31, 2018 and December 31, 2017.
As of December 31, 2017, the Company was the primary beneficiary of Artisan Park, L.L.C and entitled to 74.0% of the profit or loss of this VIE. The Company is responsible for the day-to-day activities of Artisan Park L.L.C. Effective January 1, 2018, the Company acquired 100.0% ownership interest of Artisan Park, L.L.C.
Unconsolidated Real Estate VIE
As of March 31, 2018 and December 31, 2017, the Company was a partner in ALP Liquidating Trust (“ALP”) that is accounted for using the equity method. The joint venture was entered into to develop and sell certain mixed use residential and commercial projects. In 2008, the Company wrote-off its investment in ALP as a result of ALP reserving its assets to satisfy potential claims and obligations in accordance with its publicly reported liquidation basis of accounting. Subsequently, ALP changed its method of accounting to a going concern basis and reinstated its equity and stated it would report certain expenses as they are incurred. The Company has not recorded any additional equity income as a result of ALP’s change in accounting.
Financial information for ALP is provided to the Company on a delayed basis. The summarized information as of December 31, 2017 and September 30, 2017 includes total assets of $10.2 million and $10.8 million, respectively, total liabilities of $0.1 million and $0.5 million, respectively and total equity of $10.1 million and $10.3 million, respectively. For the three months ended December 31, 2017 and 2016, ALP reported a net loss of $0.3 million and $0.2 million, respectively.

21

Table of Contents

10. Debt
Debt consists of the following at March 31, 2018:

Principal

Unamortized Discount and Debt Issuance Costs

Net
Refinanced loan in the Pier Park North JV, due November 2025, bearing interest at 4.1%
$
47,080


$
495


$
46,585

Community Development District debt, secured by certain real estate or other collateral, due May 2031 - May 2039, bearing interest at 3.6% to 7.0% at March 31, 2018
7,256




7,256

Pier Park outparcel construction loan, due March 2027, bearing interest at LIBOR plus 1.7% (effective rate of 3.6% at March 31, 2018)
1,624

 
18

 
1,606

WaterColor Crossings construction loan, due February 2029, bearing interest at LIBOR plus 1.7% (effective rate of 3.6% at March 31, 2018)
33

 
27

 
6

Total debt
$
55,993


$
540


$
55,453

Debt consists of the following at December 31, 2017:
 
Principal
 
Unamortized Discount and Debt Issuance Costs
 
Net
Refinanced loan in the Pier Park North JV, due November 2025, bearing interest at 4.1%
$
47,295

 
$
512

 
$
46,783

Community Development District debt, secured by certain real estate or other collateral, due May 2031 - May 2039, bearing interest at 3.6% to 7.0% at December 31, 2017
7,241

 

 
7,241

Pier Park Outparcel construction loan, due March 2027, bearing interest at LIBOR plus 1.7% (effective rate of 3.3% at December 31, 2017)
1,624

 
18

 
1,606

Total debt
$
56,160

 
$
530

 
$
55,630

In October 2015, the Pier Park North JV refinanced a construction loan by entering into a $48.2 million loan (the “Refinanced Loan”). As of March 31, 2018, the Refinanced Loan was secured by a first lien on, and security interest in, a majority of the Pier Park North JV’s property. In connection with the Refinanced Loan, the Company entered into a limited guarantee in favor of the lender, based on its percentage ownership of the joint venture. In addition, the guarantee can become full recourse in the case of any fraud or intentional misrepresentation by the Pier Park North JV; any voluntary transfer or encumbrance of the property in violation of the due-on-sale clause in the security instrument; upon commencement of voluntary bankruptcy or insolvency proceedings and upon breach of covenants in the security instrument.
Community Development District (“CDD”) bonds financed the construction of infrastructure improvements at some of the Company’s projects. The principal and interest payments on the bonds are paid by assessments on the properties benefited by the improvements financed by the bonds. The Company has recorded a liability for CDD debt that is associated with platted property, which is the point at which it becomes fixed or determinable. Additionally, the Company has recorded a liability for the portion of the CDD debt that is associated with unplatted property if it is probable and reasonably estimable that the Company will ultimately be responsible for repayment. The Company’s total outstanding CDD debt was $21.3 million and $21.7 million as of March 31, 2018 and December 31, 2017, respectively. The Company pays interest on this total outstanding CDD debt. On March 29, 2018, the CDD at one of the Company’s projects began refinancing its 2008 and 2011 bonds into 2018 bonds, reducing the interest rates. The prior bonds will be paid off in May 2018, at the completion of the refinancing.

22

Table of Contents

In March 2017, a wholly owned subsidiary of the Company entered into a $1.6 million construction loan to finance the construction of a commercial leasing property located in Panama City Beach, Florida (the “Pier Park Outparcel Construction Loan”). The Pier Park Outparcel Construction Loan provides for interest only payments during the first twelve months and monthly principal and interest payments thereafter with a final balloon payment at maturity. The Pier Park Outparcel Construction Loan is secured by the real property, assignment of rents and the security interest in the rents and personal property.  In connection with the Pier Park Outparcel Construction Loan, the Company executed a guarantee in favor of the lender to guarantee the payment and performance of the borrower under the Pier Park Outparcel Construction Loan until the project meets certain cash flow stabilization requirements. 
In February 2018, a wholly owned subsidiary of the Company entered into a $1.9 million construction loan to finance the construction of a commercial leasing property located in Santa Rosa Beach, Florida (the “WaterColor Crossings Construction Loan”). The WaterColor Crossings Construction Loan provides for interest only payments during the first twelve months and monthly principal and interest payments thereafter with a final balloon payment at maturity. The WaterColor Crossings Construction Loan is secured by the real property, assignment of rents and the security interest in the rents and personal property.  In connection with the WaterColor Crossings Construction Loan, the Company executed a guarantee in favor of the lender to guarantee the payment and performance of the borrower under the WaterColor Crossings Construction Loan. 
The aggregate maturities of debt subsequent to March 31, 2018, for the years ending December 31 are:
2018
$
1,280

2019
1,554

2020
1,570

2021
1,554

2022
1,517

Thereafter
48,518

 
$
55,993

11. Other Liabilities
Other liabilities consist of the following:
 
March 31,
2018
 
December 31,
2017
Accounts payable
$
6,495

 
$
7,524

Accrued compensation
1,605

 
2,664

Deferred revenue
17,433

 
17,864

Membership deposits and initiation fees
9,632

 
9,704

Advance deposits
3,157

 
1,468

Other accrued liabilities
4,790

 
5,185

Accrued interest expense for Senior Notes held by SPE
712

 
2,850

Total other liabilities
$
43,824

 
$
47,259

Deferred revenue at March 31, 2018 and December 31, 2017 includes $12.5 million related to a 2006 agreement pursuant to which the Company agreed to sell land to the Florida Department of Transportation. Revenue is recognized when title to a specific parcel is legally transferred.
Membership deposits and initiation fees consist of deposits and fees received for club memberships. Initiation fees are recognized as revenue over the estimated average duration of membership, which is evaluated periodically.
Advance deposits consist of deposits received on hotel rooms and vacation rentals. Advance deposits are recorded as other liabilities in the condensed consolidated balance sheets without regard to whether they are refundable and are recognized as income at the time the service is provided for the related deposit.
Other accrued liabilities include $1.1 million of accrued property taxes as of March 31, 2018, which are generally paid annually in November. As of December 31, 2017 the Company had no accrued property taxes.

23

Table of Contents

12. Income Taxes
Income tax (benefit) expense attributable to income from operations differed from the amount computed by applying the statutory federal income tax rate of 21% as of March 31, 2018 and 35% as of March 31, 2017 to pre-tax income or loss as a result of the following: 
 
Three Months Ended 
 March 31,
 
2018
 
2017
Tax at the federal statutory rate
$
107

 
$
2,326

State income taxes (net of federal benefit)
22

 
233

2017 qualified timber gains at the federal statutory rate of 23.8% (1)
(345
)
 

Decrease in valuation allowance
(33
)
 
(280
)
Total income tax (benefit) expense
$
(249
)
 
$
2,279

(1)
The Bipartisan Budget Act of 2018 was signed into law on February 9, 2018 (the “2018 Act”). The 2018 Act retroactively re-established the preferential 23.8% tax rate on C Corporation Qualified Timber Gains, extending its applicability from 2016 to include the 2017 tax year. The benefit of this retroactive tax rate reduction is being included in 2018 income from continuing operations.
As of March 31, 2018 and December 31, 2017, the Company had state net operating loss carryforwards of $388.7 million and $391.7 million, respectively and no federal net operating loss carryforwards. The majority of state net operating losses are available to offset future taxable income through 2038. As of both March 31, 2018 and December 31, 2017, the Company had an income tax receivable of $8.4 million related to the reclassification of a federal AMT credit carryforward following the enactment of the Tax Act in December 2017, which is refundable to the Company in the years 2018 through 2021.
The Tax Act was enacted on December 22, 2017 and changed many aspects of U.S. corporate income taxation including reducing the U.S. federal corporate tax rate from 35% to 21% for tax years beginning after December 31, 2017. The Company recognized the tax effects of the Tax Act during the year ended December 31, 2017, which included a $33.5 million income tax benefit from the reassessment of net deferred tax balances to reflect the newly enacted tax rate.
In general, a valuation allowance is recorded if, based on the available evidence, it is more likely than not that some portion or all of the deferred tax asset will not be realized. Realization of the Company’s deferred tax assets is dependent upon the Company generating sufficient taxable income in future years in the appropriate tax jurisdictions to obtain a benefit from the reversal of deductible temporary differences and from loss carryforwards.
As of March 31, 2018 and December 31, 2017, based on the timing of the reversal of future taxable amounts and the Company’s history, management did not believe it met the requirements to realize the benefits of certain of its deferred tax assets; therefore, the Company has maintained a valuation allowance of $4.9 million and $5.0 million, respectively.
The Company had approximately $2.1 million of total unrecognized tax benefits as of both March 31, 2018 and December 31, 2017. Of this total, there are no amounts of unrecognized tax benefits that, if recognized, would affect the effective income tax rate. There were no decreases or increases related to prior year or current year tax positions.
13. Accumulated Other Comprehensive Loss
Following is a summary of the changes in the balances of accumulated other comprehensive loss, which is presented net of tax, as of March 31, 2018:
 
Unrealized Gain and (Loss) on Available-for-Sale Securities
Accumulated other comprehensive loss at December 31, 2017
$
(1,461
)
Other comprehensive income before reclassifications
(606
)
Amounts reclassified from accumulated other comprehensive loss
1,235

Other comprehensive income
629

Accumulated other comprehensive loss at March 31, 2018
$
(832
)

24

Table of Contents

Following is a summary of the tax effects allocated to other comprehensive income for the three months ended March 31, 2018 and 2017:
 
Three Months Ended March 31, 2018
 
Before-Tax Amount
 
Tax Benefit or (Expense)
 
Net-of-Tax Amount
Unrealized loss on investments - debt securities and restricted investments:
 
 
 
 
 
Unrealized loss on available-for-sale investments
$
(803
)
 
$
204

 
$
(599
)
Unrealized loss on restricted investments
(9
)
 
2

 
(7
)
Reclassification adjustment for loss included in earnings
1,078

 
(273
)
 
805

Reclassification adjustment for other-than-temporary impairment loss included in earnings
63

 
(16
)
 
47

Reclassification into retained earnings for the adoption of ASU 2016-01 (1)
932

 
(236
)
 
696

Reclassification into retained earnings for the adoption of ASU 2018-02 (2)

 
(313
)
 
(313
)
Net unrealized gain
1,261

 
(632
)
 
629

Other comprehensive income
$
1,261

 
$
(632
)
 
$
629

(1)
The reclassification into retained earnings relates to the adoption of ASU 2016-01. The new guidance is effective January 1, 2018, and requires equity investments to be measured at fair value with changes in fair value recognized in results of operations rather than the condensed consolidated statements of comprehensive income. See Note 2. Summary of Significant Accounting Policies.
(2)
The reclassification into retained earnings relates to the adoption of ASU 2018-02. The new guidance is effective January 1, 2018, and allows a reclassification from accumulated other comprehensive income (loss) to retained earnings for stranded tax effects resulting from the Tax Act. See Note 2. Summary of Significant Accounting Policies.
 
Three Months Ended March 31, 2017
 
Before-Tax Amount
 
Tax (Expense) or Benefit
 
Net-of-Tax Amount
Unrealized gain on investments and restricted investments:
 
 
 
 
 
Unrealized gain on available-for-sale investments
$
3,905

 
$
(1,503
)
 
$
2,402

Unrealized gain on restricted investments
4

 
(1
)
 
$
3

Reclassification adjustment for gain included in earnings
(3,122
)
 
1,203

 
(1,919
)
Reclassification adjustment for other-than-temporary impairment loss included in earnings
366

 
(140
)
 
226

Net unrealized gain
1,153

 
(441
)
 
712

Other comprehensive income
$
1,153

 
$
(441
)
 
$
712

14. Stockholders’ Equity
Stock Repurchase Program
During the three months ended March 31, 2018 and 2017, the Company repurchased 764,825 and 2,044,981 shares, respectively, of its common stock at an average purchase price of $17.90 and $16.70, per share, respectively, for an aggregate purchase price of $13.7 million and $34.2 million, respectively, pursuant to its stock repurchase program (the “Stock Repurchase Program”). As of March 31, 2018, the Company had a total authority of $122.6 million available for purchase of shares of its common stock pursuant to its Stock Repurchase Program. The Company may repurchase its common stock in open market purchases from time to time, in privately negotiated transactions or otherwise, pursuant to Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The timing and amount of any additional shares to be repurchased will depend upon a variety of factors, including market and business conditions. Repurchases may be commenced or suspended at any time or from time to time without prior notice. The Stock Repurchase Program will continue until otherwise modified or terminated by the Company’s Board at any time in its sole discretion.
Subsequent to March 31, 2018 and through April 30, 2018, the Company purchased an additional 506,226 shares for an aggregate purchase price of $8.9 million.


25

Table of Contents

Issuance of Common Stock for Director’s Fees
On May 25, 2017, the Company’s Board approved granting to each non-employee director an equity grant with an aggregate fair market value of $50,000 or, at the director’s election, its cash equivalent.  On July 3, 2017, 5,334 shares of restricted stock were granted to two of the Company’s directors pursuant to the Board’s May 25th approval and the Company's 2015 Performance and Equity Incentive Plan (the “2015 Plan”). This restricted stock will vest on May 23, 2018, the date of the Company's 2018 Annual Meeting of Shareholders (the "Annual Meeting") and is subject to forfeiture upon termination of service on the Board prior to the Annual Meeting.  Four non-employee directors elected to receive cash in lieu of the stock.
On May 17, 2016, the Board approved the issuance of 8,919 restricted stock awards to three members of the Board as part of their 2016 compensation package and pursuant to the 2015 Plan.  These restricted stock awards vested 25% on the date of issue and 25% on August 17, 2016, November 17, 2016 and February 17, 2017. 
For each of the three months ended March 31, 2018 and 2017, the Company recorded expense of less than $0.1 million, related to restricted stock awards to the Company’s directors. 
Issuance of Common Stock for Officer Compensation
Pursuant to the Company's 2015 Plan, the Company’s named executive officers (“NEOs”) were provided with the opportunity to elect to receive up to 50% of their discretionary cash incentive award for 2017 performance in shares of Company stock and four of the Company’s NEOs elected to do so. On March 15, 2018, 9,956 shares of restricted stock were granted to four of the Company’s NEOs. The restricted stock vested immediately.
For the three months ended March 31, 2018, the Company recorded expense of $0.2 million related to restricted stock awards to the Company’s NEOs.
15. Employee Benefit Plan
The Company maintains a 401(k) retirement plan covering substantially all officers and employees of the Company, which permits participants to defer up to the maximum allowable amount determined by the IRS of their eligible compensation.
As part of the Pension Plan termination in 2014, the Company directed the Pension Plan to transfer $7.9 million of the Pension Plan’s surplus assets into a suspense account in the Company’s 401(k) Plan. The Company has retained the risks and rewards of ownership of these assets; therefore, the assets held in the suspense account are included in the Company’s condensed consolidated financial statements until they are allocated to participants. As of March 31, 2018 and December 31, 2017, the fair value of these assets was recorded in restricted investments on the Company’s condensed consolidated balance sheets and were $3.4 million and $4.5 million, respectively.
The Company expenses the fair value of the assets at the time the assets are allocated to participants, which is expected to be allocated up to the next three years. During the three months ended March 31, 2018 and 2017, the Company recorded an expense of $1.1 million and $1.2 million, respectively, for the fair value of the assets, less expenses, that were allocated to participants. Any gain or loss on these assets is reflected in the Company’s condensed consolidated statements of income and was less than a $0.1 million loss for the three months ended March 31, 2018 and less than a $0.1 million gain for the three months ended March 31, 2017. Refer to Note 5. Financial Instruments and Fair Value Measurements.

26

Table of Contents

16. Other Income (Expense)
Other income (expense) consists of the following:
 
 
Three Months Ended 
 March 31,
 
 
2018
 
2017
Investment income, net
 
 
 
 
Interest and dividend income
 
$
2,880

 
$
4,548

Accretion income
 
221

 
922

Net realized (loss) gain on the sale of investments
 
(1,078
)
 
3,122

Other-than-temporary impairment loss
 
(63
)
 
(366
)
Unrealized loss on investments, net
 
(538
)
 

Interest income from investments in SPEs
 
2,050

 
2,051

Interest accrued on notes receivable and other interest
 
193

 
79

Total investment income, net
 
3,665

 
10,356

Interest expense
 
 
 
 
Interest expense and amortization of discount and issuance costs for Senior Notes issued by SPE
 
(2,196
)
 
(2,193
)
Other interest expense
 
(829
)
 
(850
)
Total interest expense
 
(3,025
)
 
(3,043
)
Other income, net
 
 
 
 
Accretion income from retained interest investments
 
290

 
263

Miscellaneous (expense) income, net
 
(13
)
 
3,473

Other income, net
 
277

 
3,736

 
 
 
 
 
Total other income, net
 
$
917


$
11,049

Investment Income, Net
Interest and dividend income includes interest income accrued or received on the Company’s corporate debt securities, commercial paper and money market funds, and dividend income received from the Company’s preferred stock and other investments. Accretion income includes the amortization of the premium or accretion of discount related to the Company’s available-for-sale securities, which is amortized based on an effective interest rate method over the term of the available-for-sale securities. Net realized (loss) gain on the sale of investments include the loss or gain recognized on the sale of an available-for-sale security prior to maturity. During the three months ended March 31, 2018, the Company determined that a portion of its investments in corporate debt securities were other-than-temporary impaired and recorded a $0.1 million impairment related to credit-related loss in investment income, net on the Company's condensed consolidated statements of income. During the three months ended March 31, 2017, the Company determined that a portion of its investments in corporate debt securities and preferred stock were other-than-temporary impaired and recorded a $0.4 million impairment related to credit-related loss in investment income, net on the Company's condensed consolidated statements of income. See Note 4. Investments.
Unrealized loss on investments, net includes unrealized gain or loss on investments - equity securities due to the adoption of ASU 2016-01. Prior to 2018, unrealized gain or loss related to these investments were recorded in accumulated other comprehensive income (loss).
Interest income from investments in SPEs primarily includes interest accrued or received on the investments held by Panama City Timber Finance Company, LLC, which is used to pay the interest expense for Senior Notes held by Northwest Florida Timber Finance, LLC.

27

Table of Contents

Interest Expense
Interest expense includes interest expense related to the Company’s CDD debt, Refinanced Loan in the Pier Park North JV and Pier Park Outparcel Construction Loan. Borrowing costs, including the discount and issuance costs for the Senior Notes issued by Northwest Florida Timber Finance, LLC, are amortized based on the effective interest method at an effective rate of 4.9%.
Other Income, Net
Other income, net primarily includes income from the Company’s retained interest investments, insurance settlement proceeds and other income and expense items. During the three months ended March 31, 2017, the Company negotiated an insurance settlement that resulted in proceeds of $3.5 million, for reimbursement of certain attorney fees and related costs incurred by the Company in defending litigation. This amount was included in other income, net in the condensed consolidated statements of income.
The Company records the accretion of investment income from its retained interest investment over the life of the retained interest using the effective yield method with rates ranging from 3.7% to 12.1%.
17. Segment Information
The Company conducts primarily all of its business in the following four reportable operating segments: (1) residential real estate, (2) resorts and leisure, (3) commercial leasing and sales and (4) forestry. Prior to the fourth quarter of 2017, commercial real estate and leasing operations were treated as individual operating segments. See Note 1. Nature of Operations for additional information.
The Company’s reportable segments are strategic business units that offer different products and services. They are each managed separately and decisions about allocations of resources are determined by management based on these strategic business units.
The adoption of ASU 2014-09 impacted the Company’s residential real estate segment as detailed below and had a de minimis impact on the resorts and leisure segment, but did not impact the commercial leasing and sales or forestry segments. The following summary details the Company’s revenue and the related timing of revenue recognition, along with cost of revenue by segment.
Revenue from real estate sales, including sales of homesites, commercial properties and rural or timberland, is recognized at the point in time when a sale is closed and title transfers to the buyer, the buyer’s initial investment is adequate, any receivables are probable of collection, the usual risks and rewards of ownership have been transferred to the buyer and the Company does not have significant continuing involvement with the real estate sold.
The residential real estate segment generates revenue primarily from the sale of developed homesites; the sale of parcels of entitled, undeveloped land; a lot residual on homebuilder sales that provides the Company a percentage of the sale price of the completed home if the home price exceeds a negotiated threshold; the sale of tap and impact fee credits; marketing fees and other fees on certain transactions. Prior to 2018, these lot residuals, marketing fees and tap and impact fee credits were recognized in revenue when consideration was received by the Company in periods subsequent to the initial recognition of revenue for the sale of the homesite. Effective January 1, 2018, with the adoption of ASU 2014-09, estimated lot residuals, marketing fees and tap and impact fees are recognized as revenue at the point in time of the sale to homebuilders, subject to constraints, and any change in circumstances from the estimated amounts will be updated at each reporting period. See Note 2. Summary of Significant Accounting Policies. The residential real estate segment incurs cost of revenue primarily from costs directly associated with the land, development and construction of real estate sold and indirect costs such as development overhead, capitalized interest, marketing, project administration and selling costs.
As part of the April 2014 RiverTown real estate sale, the buyer, an affiliate of Mattamy (Jacksonville) Partnership d/b/a Mattamy Homes (“Mattamy”), is obligated to pay impact fees to the Company. Based on Mattamy’s current development plans and St. Johns County’s current costs for impact fees, the Company estimates that it may receive $20.0 million to $26.0 million for the impact fees over the five-year period following the closing (most of which the Company expects to receive at the end of that five-year period, which is April 2, 2019). However, the actual consideration the Company will receive for the impact fees will be based on a variety of factors outside its control, including recently proposed or other impact fee increases by St. Johns County. On April 3, 2018, the Board of County Commissioners for St. John’s County adopted updated impact fee schedules that could result in significant increases in the amount that will be received by the Company. The Company received impact fees of $0.2 million and $0.1 million during the three months ended March 31, 2018 and 2017, respectively. In total, the Company has received approximately $1.8 million from April 2014 through March 31, 2018.

28

Table of Contents

The resort and leisure segment generates revenue and incurs costs from the WaterColor Inn, the vacation rental program, management of The Pearl Hotel, membership sales, membership reservations, restaurants, four golf courses, a beach club, marina operations and other related resort activities. The revenue is generally recognized at the point in time as services are provided.
WaterColor Inn, Vacation Rentals and Other Management Services - WaterColor Inn and vacation rentals generate revenue from (1) the WaterColor Inn and other management services, (2) management of The Pearl Hotel, (3) vacation rentals and (4) restaurants. The WaterColor Inn generates revenue from service and rental fees and incurs expenses from the cost of services and goods provided, maintenance of the inn’s facilities, personnel costs and third-party management fees. Revenue generated from the Company’s management services of The Pearl Hotel includes a monthly management fee, fifty percent of certain resort fees monthly and a percentage of The Pearl Hotel’s gross operating profit monthly. Expenses include primarily internal administrative costs. Prior to the sale of the short term vacation rental management business during December 2017, the vacation rental management business generated revenue from the rental of private homes owned by third parties and other services, which included the entire rental fee collected from the customer, including the homeowner’s portion. A percentage of the fee was remitted to the homeowner and presented in the cost of resorts and leisure revenue. Following the December 2017 sale, the Company no longer manages third party vacation rentals, but continues to manage vacation rental properties the Company owns. The vacation rental business also incurs expenses from holding costs of assets the Company owns and standard lodging personnel, such as front desk, reservations and marketing personnel. The Company’s restaurants generate revenue from food and beverage sales and incur expenses from the cost of services and goods provided and standard restaurant personnel costs.
Clubs - Club operations include the Company’s golf courses, beach club and facilities that generate revenue from membership sales, membership reservations, daily play at the golf courses, merchandise sales and food and beverage sales and incur expenses from the services provided, maintenance of the golf courses, beach club and facilities, personnel costs and third-party management fees. Club membership revenue is recognized when billed to the member and the non-refundable initiation fee is deferred and recognized ratably over the estimated membership period.
Marinas - The Company’s marinas generate revenue from boat slip rentals recognized over the term of the lease and fuel sales recognized at the time of sale, and incur expenses from cost of services provided, maintenance of the marina facilities, personnel costs and third-party management fees.
The commercial leasing and sales segment includes the leasing of retail, office and commercial property, cell towers, and other assets as well as planning, development, entitlement, management and sale of the Company’s commercial land holdings for a variety of uses, including a broad range of retail, office, hotel, multi-family and industrial uses. Leasing revenue consists of long term rental revenue, which is recognized as earned, using the straight-line method over the life of each lease. Certain leases provide for tenant occupancy during periods for which no rent is due or where minimum rent payments change during the lease term. Accordingly, a receivable or liability is recorded representing the difference between the straight-line rent and the rent that is contractually due from the tenant. The commercial leasing and sales segment incurs leasing expenses primarily from maintenance and management of the Company’s properties, personnel costs and asset holding costs. Leasing operations include properties located in the Company’s Beckrich Office Park, consolidated Pier Park North JV and Windmark JV, as well as the Company’s industrial park, VentureCrossings and other properties. The commercial leasing and sales segment also generates revenue from the sale of developed and undeveloped land for retail, office, hotel, multi-family and industrial uses, from the sale of undeveloped land or land with limited development and entitlements and from the sale of commercial operating properties, which are recognized at the point in time when a sale is closed and title transfers to the buyer, the buyer’s initial investment is adequate, any receivables are probable of collection, the usual risks and rewards of ownership have been transferred to the buyer and the Company does not have significant continuing involvement with the real estate sold. Real estate sales in the commercial leasing and sales segment incur costs of revenue directly associated with the land, development, construction and selling costs. Pier Park North JV and other assets with financing incur interest and financing expenses related to the loans as described in Note 10. Debt.

29

Table of Contents

The forestry segment produces and sells pulpwood, sawtimber and other forest products and may sell the Company’s timber or rural land holdings. Revenue from the sale of the Company’s forestry products is primarily from open market sales of timber on site without the associated delivery costs and is derived from either pay-as-cut sales contracts or timber bid sales. Under a pay-as-cut sales contract, the risk of loss and title to the specified timber transfers to the buyer when cut by the buyer, and the buyer or some other third party is responsible for all logging and hauling costs, if any. Revenue is recognized at the point in time when risk of loss and title is transferred. Timber bid sales are agreements in which the buyer agrees to purchase and harvest specified timber (i.e., mature pulpwood and/or sawlogs) on a tract of land over the term of the contract. Unlike a pay-as-cut sales contract, risk of loss and title to the trees transfer to the buyer when the contract is signed and revenue is recognized accordingly. The buyer pays the full purchase price when the contract is signed and the Company does not have any additional performance obligations. The forestry segment incurs costs of revenue from internal costs of forestry management and property taxes.
The forestry segment may also generate revenue from the sale of the Company’s timber holdings, undeveloped land or land with limited development and easements, which are recognized at the point in time when a sale is closed and title transfers to the buyer, the buyer’s initial investment is adequate, any receivables are probable of collection, the usual risks and rewards of ownership have been transferred to the buyer and the Company does not have significant continuing involvement with the real estate sold. Costs incurred as part of a sale of these lands may include the cost of timber, land, minimal development costs and selling costs. Leasing revenue within the forestry segment consists primarily of hunting leases, which is recognized as income over the term of each lease.
The Company uses income before income taxes and non-controlling interest for purposes of making decisions about allocating resources to each segment and assessing each segment’s performance, which the Company believes represents current performance measures.
The accounting policies of the segments are set forth in Note 2 to the Company’s consolidated financial statements contained in Item 15 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. Total revenue represents sales to unaffiliated customers, as reported in the Company’s condensed consolidated statements of income. All significant intercompany transactions have been eliminated in consolidation. The caption entitled “Other” consists of mitigation credit and title fee revenue and non-allocated corporate general and administrative expenses, net of investment income.
Information by business segment is as follows:
 
Three Months Ended 
 March 31,
 
2018
 
2017
Operating revenue:
 
 
 
Residential real estate
$
7,034

 
$
1,275

Resorts and leisure
7,450

 
8,108

Commercial leasing and sales
3,150

 
2,384

Forestry
1,980

 
1,665

Other
251

 
80

Consolidated operating revenue
$
19,865

 
$
13,512

 
 
 
 
Income (loss) before income taxes:
 
 
 
Residential real estate
$
1,459

 
$
(668
)
Resorts and leisure
(534
)
 
(1,776
)
Commercial leasing and sales
(90
)
 
(373
)
Forestry
1,531

 
1,242

Other
(1,990
)
 
8,042

Consolidated income before income taxes
$
376

 
$
6,467

 
 
 
 

30

Table of Contents

 
March 31,
2018
 
December 31, 2017
Total Assets:
 
 
 
Residential real estate
$
120,049

 
$
117,732

Resorts and leisure
76,433

 
83,151

Commercial leasing and sales
165,725

 
163,271

Forestry
19,998

 
20,212

Other
523,379

 
536,627

Total assets
$
905,584

 
$
920,993

18. Commitments and Contingencies
The Company establishes an accrued liability when it believes it is both probable that a material loss has been incurred and the amount of the loss can be reasonably estimated. The Company will evaluate the range of reasonably estimated losses and record an accrued liability based on what it believes to be the minimum amount in the range, unless it believes an amount within the range is a better estimate than any other amount. In such cases, there may be an exposure to loss in excess of the amounts accrued. The Company evaluates quarterly whether further developments could affect the amount of the accrued liability previously established or would make a loss contingency both probable and reasonably estimable.
The Company also provides disclosure when it believes it is reasonably possible that a material loss will be incurred or when it believes it is reasonably possible that the amount of a loss will exceed the recorded liability. The Company reviews loss contingencies at least quarterly to determine whether the likelihood of loss has changed and to assess whether a reasonable estimate of the loss or range of loss can be made. This estimated range of possible losses is based upon currently available information and is subject to significant judgment and a variety of assumptions, as well as known and unknown uncertainties. The matters underlying the estimated range will change from time to time, and actual results may vary significantly from the current estimate.
The Company is subject to a variety of litigation, claims, other disputes and governmental proceedings that arise from time to time in the ordinary course of its business, including litigation related to its prior homebuilding and development activities. The Company cannot assure that it will be successful in defending these matters. Based on current knowledge, the Company does not believe that loss contingencies arising from pending litigation, claims, other disputes and governmental proceedings, including those described herein, will have a material adverse effect on the consolidated financial position or liquidity of the Company. However, in light of the inherent uncertainties involved in these matters, an adverse outcome in one or more of these matters could be material to the Company’s results of operations or cash flows for any particular reporting period.
The Company is subject to costs arising out of environmental laws and regulations, which include obligations to remove or limit the effects on the environment of the disposal or release of certain wastes or substances at various sites, including sites which have been previously sold. It is the Company’s policy to accrue and charge against earnings environmental cleanup costs when it is probable that a liability has been incurred and a range of loss can be reasonably estimated. As assessments and cleanups proceed, these accruals are reviewed and adjusted, if necessary, as additional information becomes available. The Company is in the process of assessing certain properties in regard to the effects, if any, on the environment from the disposal or release of wastes or substances. Management is unable to quantify future rehabilitation costs above present accruals at this time or provide a reasonably estimated range of loss.
Other litigation, claims, disputes and governmental proceedings, including environmental matters, are pending against the Company. Accrued aggregate liabilities related to the matters described above and other litigation matters were $1.3 million as of each March 31, 2018 and December 31, 2017, respectively. Significant judgment is required in both the determination of probability and the determination as to whether the amount of an exposure is reasonably estimable. Due to uncertainties related to these matters, accruals are based only on the information available at the time. As additional information becomes available, management reassesses potential liabilities related to pending claims and litigation and may revise its previous estimates, which could materially affect the Company's results of operations in a given period.    
The Company has retained certain self-insurance risks with respect to losses for third party liability and property damage, including its timber assets.

31

Table of Contents

At both March 31, 2018 and December 31, 2017, the Company was required to provide surety bonds that guarantee completion of certain infrastructure in certain development projects and mitigation banks of $8.6 million and standby letters of credit of less than $0.1 million, which may potentially result in liability to the Company if certain obligations of the Company are not met.
As of March 31, 2018, the Company had a total of $24.8 million in contractual obligations.

32

Table of Contents


Item 2.        Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and related notes in Item 1 and with the audited consolidated financial statements and the related notes included in our annual report on Form 10-K. The statements in this discussion regarding industry outlook, our expectations regarding our future performance, liquidity and capital resources and other non-historical statements in this discussion are forward-looking statements. These forward-looking statements are subject to risks and uncertainties, including the risks and uncertainties described in “Forward-Looking Statements” below and “Risk Factors” on page 7 of our annual report on Form 10-K. Our actual results may differ materially from those contained in or implied by any forward-looking statements.
Business Overview
St. Joe is a real estate development, asset management and operating company with real estate assets currently concentrated primarily between Tallahassee and Destin, Florida. As a real estate development company, St. Joe seeks to enhance the value of our real estate assets by undertaking targeted types of residential and commercial real estate development opportunities. As an asset management company, St. Joe actively manages leasing operations and forestry operations to capture the value of our real estate assets. As an operating company, St. Joe operates some of the finest resorts and leisure operations that Northwest Florida has to offer, including the award-winning WaterColor Inn. Over 90% of our real estate assets are located within fifteen miles of the Gulf of Mexico.
We believe that our present real estate holdings and liquidity position provide us with numerous opportunities to increase recurring revenue and create long-term value for our shareholders by allowing us to focus on our core business activity of real estate development, asset management and resort operations. We actively seek higher and better uses for our diverse real estate assets through a wide range of strategic activities from land planning and development, to targeted infrastructure improvements and promoting economic development in the Northwest Florida region. We have significant residential and commercial land-use entitlements in hand or in process related to our land.
We seek opportunities to invest our funds in ways that could increase our returns. These investments may include longer term commercial or residential real estate or real estate related investments (in which we may play an active or passive role), investments in real estate investment trusts, and other investments in liquid or illiquid securities where we believe we can increase our returns.
Our real estate investment strategy focuses on projects that meet our investment return criteria. The time frame for these expenditures and investments tends to vary based on the type of project. However, our practice is to only incur such expenditures when our analysis indicates that a project will generate a return equal to or greater than the threshold return over its life.
Segments
We conduct primarily all of our business in the following four reportable operating segments: (1) residential real estate, (2) resorts and leisure, (3) commercial leasing and sales and (4) forestry. Prior to the fourth quarter of 2017, commercial real estate and leasing operations were treated as individual operating segments. See Note 1. Nature of Operations for additional information.
The following table sets forth the relative contribution of these operating segments to our consolidated operating revenue during the three months ended March 31, 2018 and 2017:
 
Three Months Ended March 31,
 
2018
 
2017
Segment Operating Revenue
 
 
 
Residential real estate
35.4
%
 
9.4
%
Resorts and leisure
37.5
%
 
60.0
%
Commercial leasing and sales
15.9
%
 
17.7
%
Forestry
10.0
%
 
12.3
%
Other
1.2
%
 
0.6
%
Consolidated operating revenue
100.0
%
 
100.0
%

33

Table of Contents

For more information regarding our operating segments, see Note 17. Segment Information of our condensed consolidated financial statements included in this quarterly report.
Residential Real Estate
Our residential real estate segment typically plans and develops residential communities of various sizes. From time to time, our residential real estate segment also evaluates opportunities to maximize value by selling some of our resorts and leisure properties. As is true with all of our projects, what residential real estate will actually be developed, including the actual number of units that we ultimately approve for development in any residential development community, will depend on our development strategy, the extent to which the anticipated returns of the project meet our investment return criteria, and the availability of capital resources to fund the development. The following is a description of some of our major residential development communities in Northwest Florida that we are currently in the process of planning or developing.
The Watersound Origins community is a residential community in South Walton County, Florida with direct access to Lake Powell. The project has received government approval for 1,074 single family units with an additional multi-family component. The Watersound Origins community currently includes a six-hole golf course, which is owned by us and operated by our resorts and leisure segment.
The Breakfast Point community is a residential community in Panama City Beach, Florida. The project has received government approval for 368 single family units. In addition, adjacent property to the east of the Breakfast Point community has received government approval for 1,760 single family units and 440 multi-family units.
The SouthWood community is a large scale, mixed use community located in Tallahassee, Florida. The project has received government approval for 4,770 residential units, including 2,074 single family residences and 2,696 multi-family units. SouthWood also includes a golf clubhouse, 18-hole golf course and a town center with dining, retail shops and offices. The SouthWood Golf Club is operated by our resorts and leisure segment and a portion of the town center is leased and operated by our commercial leasing and sales segment.
We have other residential communities, such as the SummerCamp Beach, RiverCamps, WindMark Beach and WaterColor communities that have homesites available for sale or future development. In addition, we have residential communities, such as WaterSound Beach and WaterSound West Beach that are substantially developed, and the remaining developed and available homesites in these communities are available for sale.
The results of our residential real estate revenue may vary from period to period depending on the communities where lots are sold, as prices vary significantly by community. In addition, the majority of our sales are to homebuilders, who generally buy more homesites in a single transaction but tend to buy on a more sporadic basis. As a result, we may experience volatility in the consistency and pace of our residential real estate sales.
The Bay-Walton Sector Plan is a long term master plan that includes entitlements, or legal rights, to develop over 170,000 residential units and over 22 million square feet of retail, commercial, and industrial uses on approximately 110,500 acres of our land holdings.  We anticipate a wide range of residential and commercial uses on these land holdings, including some portion of these entitlements serving the active adult retirement market.  We believe that there are growing retirement and workforce housing demographics and that our development experience and the location, size and contiguous nature of our Florida land holdings provide us with strategic opportunities in these demographics.
As part of the April 2014 RiverTown real estate sale, the buyer, Mattamy, is obligated to pay impact fees to us. Based on Mattamy’s current development plans and St. Johns County’s current costs for impact fees, we estimate that we may receive $20.0 million to $26.0 million for the impact fees over the five-year period following the closing (most of which we expect to receive at the end of that five-year period, which is April 2, 2019). However, the actual consideration we will receive for the impact fees will be based on a variety of factors outside our control, including recently proposed or other impact fee increases by St. Johns County. On April 3, 2018, the Board of County Commissioners for St. John’s County adopted updated impact fee schedules that could result in significant increases in the amount that will be received by us. We received impact fees of $0.2 million and $0.1 million during the three months ended March 31, 2018 and 2017, respectively. In total, we have received approximately $1.8 million from April 2014 through March 31, 2018.
Resorts and Leisure
Our resorts and leisure segment features hotel operations, vacation rentals, restaurants, golf courses, a beach club, marinas and other resort amenities. Our resorts and leisure segment operations are managed for us by a third party management company.

34

Table of Contents

We own the WaterColor Inn, an award winning boutique hotel, which provides guests with access to a beach club, spa, tennis center, an award-winning restaurant, and retail and commercial space. The Clubs by Joe (“The Club”) is our private membership club that provides members and guests access to our facilities, which include golf courses and a beach club located in the Panama City Beach area. The Club’s focus is on creating a world class membership experience combined with the luxurious aspects of a four star/four diamond resort. In addition, we own a golf course located in Tallahassee.
We own additional properties in our WaterSound Beach and WindMark Beach communities that we operate as short term vacation rental property. Our short term vacation rental management business previously rented private homes owned by third parties in the WaterColor, WaterSound Beach and surrounding communities to individuals who were vacationing in the area. As discussed in Note 7. Sale of Vacation Rental Management, we sold our short term vacation rental management business in December 2017. We also manage, but do not own, The Pearl Hotel in Rosemary Beach, Florida. In addition, we own and operate two marinas in Northwest Florida.
From time to time, we may explore the sale of certain resort and leisure properties, as well as the development of new resort and leisure properties.
Commercial Leasing and Sales
Our commercial leasing and sales segment includes the leasing of retail, office and commercial property, cell towers, and other assets as well as planning, development, entitlement, management and sale of our commercial land holdings for a variety of uses, including a broad range of retail, office, hotel, multi-family and industrial uses. As is true with all of our projects, what commercial real estate will actually be developed will depend on our development strategy, the extent to which the anticipated returns of the project meet our investment return criteria, and the availability of capital resources to fund the development. From time to time, our commercial leasing and sales segment also evaluates opportunities to maximize value by selling some of our resorts and leisure properties.
The following is a listing of some of our commercial leasing and sales properties:
Pier Park North. Our Pier Park North JV owns a retail center of approximately 330,000 square feet in Panama City Beach, Florida, of which approximately 10,000 square feet remains to be developed.
VentureCrossings. VentureCrossings is a commercial and industrial development adjacent to the Northwest Florida Beaches International Airport. We are soliciting global office, retail and industrial users for this prime development location. We built and own two buildings with 243,605 square feet of manufacturing and office space, which are currently under long-term leases that commenced in 2012 and 2017.
Beckrich Office Park. We acquired two office buildings in April 2017, located in Panama City Beach, Florida, with over 67,000 net leasable square feet, of which 52.0% are currently under lease.
Pier Park Crossings. In April 2017, we formed Pier Park Crossings JV to develop, manage and lease apartments in Panama City Beach, Florida. The parties are working together to design, develop and construct a 240 unit multi-family apartment home community. We expect construction to begin in the first half of 2018.
Forestry
Our forestry segment focuses on the management of our timber holdings in Northwest Florida and generates revenue primarily from open market sales of timber on site without the associated delivery costs. We grow and sell pulpwood, sawtimber, and other forest products.
We may sell our timber holdings, undeveloped land or land with limited development and easements. Some parcels include the benefits of limited development activity including improved roads, ponds and fencing. We have traditionally sold parcels of varying sizes ranging from less than one acre to thousands of acres. The pricing of these parcels varies significantly based on size, location, terrain, timber quality and other local factors. We also lease land within the forestry segment for hunting and other uses.

35

Table of Contents

Critical Accounting Estimates
The discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosures of contingent assets and liabilities. We base these estimates on historical experience, available current market information and on various other assumptions that management believes are reasonable under the circumstances. Additionally, we evaluate the results of these estimates on an on-going basis. Management’s estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, and our accounting estimates are subject to change.
Critical accounting policies that we believe reflect our more significant judgments and estimates used in the preparation of our consolidated financial statements are set forth in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2017. There have been no significant changes in these policies during the first three months of 2018, however we cannot assure you that these policies will not change in the future.
Recently Adopted and Issued Accounting Pronouncements
See Note 2. Summary of Significant Accounting Policies to our condensed consolidated financial statements included in this report for recently issued or adopted accounting standards, including the date of adoption and effect on our condensed consolidated financial statements.
Seasonality
Our business may be affected by seasonal fluctuations. For example, revenue from our resorts and leisure operations are typically higher in the second and third quarters, but can vary depending on the timing of holidays and school breaks, including spring break.
In addition to the seasonality effect described above, our residential real estate business is predominantly composed of sales to homebuilders, who tend to buy multiple lots in sporadic transactions, which impacts the variability in our results of operations. In addition, the results of our residential real estate revenue may vary from period to period depending on the communities where lots are sold, as prices vary significantly by community. Our commercial real estate projects are likewise subject to one-off sales and the development of specific projects depending on demand. These variables have caused, and may continue to cause, our operating results to vary significantly from period to period.

36

Table of Contents


Results of Operations
Consolidated Results
The following table sets forth a comparison of the results of our operations for the three months ended March 31, 2018 and 2017.
 
Three Months Ended 
 March 31,
 
2018
 
2017
 
 
 
 
Revenue:
 
 
 
Real estate revenue
$
7.7

 
$
1.5

Resorts and leisure revenue
7.5

 
8.1

Leasing revenue
3.0

 
2.6

Timber revenue
1.7

 
1.3

Total
19.9

 
13.5

Expenses:
 
 
 
Cost of real estate revenue
4.2

 
0.3

Cost of resorts and leisure revenue
7.0

 
8.8

Cost of leasing revenue
0.8

 
0.7

Cost of timber revenue
0.2

 
0.2

Other operating and corporate expenses
5.9

 
6.2

Depreciation, depletion and amortization
2.3

 
1.9

Total expenses
20.4

 
18.1

Operating loss
(0.5
)
 
(4.6
)
Other income (expense):
 
 
 
Investment income, net
3.6

 
10.4

Interest expense
(3.0
)
 
(3.0
)
Other income, net
0.3

 
3.7

Total other income, net
0.9

 
11.1

Income before income taxes
0.4

 
6.5

Income tax benefit (expense)
0.2

 
(2.3
)
Net income
$
0.6

 
$
4.2