UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification No.) |
(Address of principal executive offices) | (Zip Code) |
(
(Registrant’s telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol(s) | Name of Exchange on Which Registered | ||
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. ☑ NO ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). ☑ 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.
Large accelerated filer | ☐ | ☑ | |
Non-accelerated filer | ☐ | 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
As of October 26, 2020, there were
THE ST. JOE COMPANY
INDEX
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
THE ST. JOE COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)
September 30, | December 31, | |||||
| 2020 |
| 2019 | |||
ASSETS |
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Investment in real estate, net | $ | | $ | | ||
Investment in unconsolidated joint ventures | | | ||||
Cash and cash equivalents |
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Investments - debt securities | | | ||||
Investments - equity securities |
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Other assets |
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Property and equipment, net of accumulated depreciation of $ |
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Investments held by special purpose entities |
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Total assets | $ | | $ | | ||
LIABILITIES AND EQUITY |
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Liabilities: |
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Debt, net | $ | | $ | | ||
Other liabilities |
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Deferred tax liabilities, net |
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Senior Notes held by special purpose entity |
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Total liabilities |
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Commitments and contingencies (Note 18) | ||||||
Equity: |
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Common stock, |
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Retained earnings |
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Accumulated other comprehensive loss |
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Treasury stock at cost, | ( | — | ||||
Total stockholders’ equity |
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Non-controlling interest |
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Total equity |
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Total liabilities and equity | $ | | $ | |
See accompanying notes to the condensed consolidated financial statements.
3
THE ST. JOE COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)
The following presents the portion of the condensed consolidated balances attributable to the Company’s consolidated variable interest entities, which, as of September 30, 2020 and December 31, 2019, include the Pier Park North joint venture (“Pier Park North JV”), Pier Park Crossings LLC (“Pier Park Crossings JV”), Origins Crossings, LLC (“Watersound Origins Crossings JV”), SJWCSL, LLC (“Watercrest JV”), Reliant Title and Closing Services, LLC (“Reliant Title JV”), Pier Park Crossings Phase II LLC (“Pier Park Crossings Phase II 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 September 30, 2020, the condensed consolidated balances attributable to the Company’s consolidated variable interest entities also include the Pier Park Resort Hotel, LLC (“Pier Park Resort Hotel JV”) and the 30A Greenway Hotel, LLC (“The Lodge 30A JV”). 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 guarantees discussed in Note 10. Debt, Net.
| September 30, |
| December 31, | |||
2020 | 2019 | |||||
ASSETS |
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Investment in real estate | $ | | $ | | ||
Cash and cash equivalents |
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Other assets |
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Investments held by special purpose entities |
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Total assets | $ | | $ | | ||
LIABILITIES |
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Debt, net | $ | | $ | | ||
Other liabilities |
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Senior Notes held by special purpose entity |
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Total liabilities | $ | | $ | |
See accompanying notes to the condensed consolidated financial statements.
4
THE ST. JOE COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands except per share amounts)
(Unaudited)
Three Months Ended | Nine Months Ended | ||||||||||||
September 30, | September 30, | ||||||||||||
2020 | 2019 |
| 2020 |
| 2019 |
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Revenue: |
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Real estate revenue | $ | | $ | | $ | | $ | | |||||
Hospitality revenue |
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Leasing revenue |
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Timber revenue |
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Total revenue |
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Expenses: |
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Cost of real estate revenue |
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Cost of hospitality revenue |
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Cost of leasing revenue |
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Cost of timber revenue |
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Other operating and corporate expenses |
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Depreciation, depletion and amortization |
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Total expenses |
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Operating income |
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Other income (expense): |
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Investment income, net |
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Interest expense |
| ( |
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Other income, net |
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Total other (expense) income, net |
| ( |
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Income before equity in loss from unconsolidated affiliates and income taxes |
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Equity in loss from unconsolidated affiliates | ( | — | ( | — | |||||||||
Income tax expense |
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Net income |
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Net (income) loss attributable to non-controlling interest |
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Net income attributable to the Company | $ | | $ | | $ | | $ | | |||||
NET INCOME PER SHARE |
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Basic and Diluted |
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Weighted average shares outstanding |
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Net income per share attributable to the Company | $ | | $ | | $ | | $ | |
See accompanying notes to the condensed consolidated financial statements.
5
THE ST. JOE COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands)
(Unaudited)
Three Months Ended | Nine Months Ended | |||||||||||
September 30, | September 30, | |||||||||||
| 2020 |
| 2019 |
| 2020 |
| 2019 | |||||
Net income: | $ | | $ | | $ | | $ | | ||||
Other comprehensive income (loss): |
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Net unrealized gain on available-for-sale investments |
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Net unrealized gain on restricted investments |
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Interest rate swap | | ( | ( | ( | ||||||||
Interest rate swap - unconsolidated affiliate | ( | — | ( | — | ||||||||
Reclassification of net realized gain included in earnings |
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Total before income taxes |
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Income tax (expense) benefit |
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Total other comprehensive income (loss), net of tax |
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Total comprehensive income, net of tax | | | | | ||||||||
Total comprehensive (income) loss attributable to non-controlling interest | ( | ( | ( | | ||||||||
Total comprehensive income attributable to the Company | $ | | $ | | $ | | $ | | ||||
See accompanying notes to the condensed consolidated financial statements.
6
THE ST. JOE COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Dollars in thousands)
(Unaudited)
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| Accumulated |
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Common Stock | Other | |||||||||||||||||||
Outstanding | Retained | Comprehensive | Treasury | Non-controlling | ||||||||||||||||
| Shares |
| Amount |
| Earnings |
| (Loss) Income |
| Stock |
| Interest |
| Total | |||||||
Balance at June 30, 2020 |
| | $ | | $ | | $ | ( | $ | ( | $ | | $ | | ||||||
Capital contribution from non-controlling interest |
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Capital distribution to non-controlling interest |
| — |
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| ( |
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Other comprehensive income, net of tax |
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Net income |
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Balance at September 30, 2020 |
| | $ | | $ | | $ | ( | $ | ( | $ | | $ | |
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Common Stock | Other | |||||||||||||||||||
Outstanding | Retained | Comprehensive | Treasury | Non-controlling | ||||||||||||||||
| Shares |
| Amount |
| Earnings |
| Loss |
| Stock |
| Interest |
| Total | |||||||
Balance at June 30, 2019 |
| | $ | | $ | | $ | ( | $ | ( | $ | | $ | | ||||||
Allocation of ownership interest in Windmark JV | — | ( | — | — | — | ( | ( | |||||||||||||
Capital contribution from non-controlling interest |
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Stock based compensation expense |
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Repurchase of common shares |
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Other comprehensive loss, net of tax |
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Net income |
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Balance at September 30, 2019 |
| | $ | | $ | | $ | ( | $ | ( | $ | | $ | |
See accompanying notes to the condensed consolidated financial statements.
7
THE ST. JOE COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Dollars in thousands)
(Unaudited)
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| Accumulated |
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Common Stock | Other | |||||||||||||||||||
Outstanding | Retained | Comprehensive | Treasury | Non-controlling | ||||||||||||||||
| Shares |
| Amount |
| Earnings |
| Loss |
| Stock |
| Interest |
| Total | |||||||
Balance at December 31, 2019 |
| | $ | | $ | | $ | ( | $ | — | $ | | $ | | ||||||
Capital contribution from non-controlling interest |
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Capital distribution to non-controlling interest |
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Stock based compensation expense |
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Repurchase of common shares |
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Adoption of ASU 2016-13 Financial Instruments - Credit Losses, net of tax | — | — | ( | — | — | — | ( | |||||||||||||
Other comprehensive loss, net of tax |
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Net income |
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Balance at September 30, 2020 |
| | $ | | $ | | $ | ( | $ | ( | $ | | $ | |
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Common Stock | Other | |||||||||||||||||||
Outstanding | Retained | Comprehensive | Treasury | Non-controlling | ||||||||||||||||
| Shares |
| Amount |
| Earnings |
| (Loss) Income |
| Stock |
| Interest |
| Total | |||||||
Balance at December 31, 2018 | | $ | | $ | | $ | ( | $ | — | $ | | $ | | |||||||
Allocation of ownership interest in Watercrest JV | — | ( | — | — | — | | — | |||||||||||||
Allocation of ownership interest in Windmark JV | — | ( | — | — | — | ( | ( | |||||||||||||
Capital contribution from non-controlling interest | — | — | — | — | — | | | |||||||||||||
Capital distribution to non-controlling interest | — | — | — |