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.
☑ | 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 April 24, 2023, 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)
March 31, | December 31, | |||||
| 2023 |
| 2022 | |||
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 | | | ||||
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 revenue | | | ||||
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 income |
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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 joint ventures, which, as of March 31, 2023 and December 31, 2022, 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”), Watersound Closings & Escrow, LLC (“Watersound Closings JV”), Pier Park Crossings Phase II LLC (“Pier Park Crossings Phase II JV”), Mexico Beach Crossings, LLC (“Mexico Beach Crossings JV”), Pier Park Resort Hotel, LLC (“Pier Park Resort Hotel JV”), the 30A Greenway Hotel, LLC (“The Lodge 30A JV”), Panama City Timber Finance Company, LLC and Northwest Florida Timber Finance, LLC. See Note 2. Summary of Significant Accounting Policies. Basis of Presentation and Principles of Consolidation and Note 4. Joint Ventures for additional information. The following assets may only be used to settle obligations of the consolidated joint ventures and the following liabilities are only obligations of the consolidated joint ventures and do not have recourse to the general credit of the Company, except for covenants and guarantees discussed in Note 9. Debt, Net.
| March 31, |
| December 31, | |||
2023 | 2022 | |||||
ASSETS |
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Investment in real estate, net | $ | | $ | | ||
Cash and cash equivalents |
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Other assets |
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Property and equipment, net | | | ||||
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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Deferred revenue | | | ||||
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 | ||||||
March 31, | ||||||
| 2023 |
| 2022 | |||
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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Corporate and other operating 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 |
| ( |
| ( | ||
Gain on contributions to unconsolidated joint ventures |
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Equity in income (loss) from unconsolidated joint ventures | | ( | ||||
Other income (expense), net |
| |
| ( | ||
Total other income (expense), net |
| |
| ( | ||
Income before income taxes |
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Income tax expense |
| ( |
| ( | ||
Net income |
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Net loss (income) attributable to non-controlling interest |
| |
| ( | ||
Net income attributable to the Company | $ | | $ | | ||
NET INCOME PER SHARE ATTRIBUTABLE TO THE COMPANY |
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Basic | $ | | $ | | ||
Diluted | $ | | $ | | ||
WEIGHTED AVERAGE SHARES OUTSTANDING | ||||||
Basic |
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Diluted |
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| |
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 | ||||||
March 31, | ||||||
| 2023 |
| 2022 | |||
Net income: | $ | | $ | | ||
Other comprehensive income (loss): |
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Net unrealized gain (loss) on available-for-sale investments |
| |
| ( | ||
Interest rate swaps | ( | | ||||
Interest rate swap - unconsolidated joint venture | ( | | ||||
Reclassification of net realized (gain) loss included in earnings |
| ( |
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Total before income taxes |
| ( |
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Income tax benefit (expense) |
| |
| ( | ||
Total other comprehensive (loss) income, net of tax |
| ( |
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Total comprehensive income, net of tax | | | ||||
Total comprehensive loss (income) 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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Common Stock | Accumulated Other | ||||||||||||||||
Outstanding | Retained | Comprehensive | Non-controlling | ||||||||||||||
| Shares |
| Amount |
| Earnings |
| Income (Loss) |
| Interest |
| Total | ||||||
Balance at December 31, 2022 |
| | $ | | $ | | $ | | $ | | $ | | |||||
Capital contributions from non-controlling interest |
| — |
| — |
| — |
| — |
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Capital distributions to non-controlling interest |
| — |
| — |
| — |
| — |
| ( |
| ( | |||||
Issuance of restricted stock | | — | — | — | — | — | |||||||||||
Stock based compensation expense |
| — |
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| — |
| — |
| — |
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Dividends ($ | — | — | ( | — | — | ( | |||||||||||
Other comprehensive loss, net of tax |
| — |
| — |
| — |
| ( |
| ( |
| ( | |||||
Net income (loss) |
| — |
| — |
| |
| — |
| ( |
| | |||||
Balance at March 31, 2023 |
| | $ | | $ | | $ | | $ | | $ | |
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Common Stock | Accumulated Other | ||||||||||||||||
Outstanding | Retained | Comprehensive | Non-controlling | ||||||||||||||
| Shares |
| Amount |
| Earnings |
| (Loss) Income |
| Interest |
| Total | ||||||
Balance at December 31, 2021 | | $ | | $ | | $ | ( | $ | | $ | | ||||||
Capital contributions from non-controlling interest | — | — | — | — | | | |||||||||||
Capital distributions to non-controlling interest | — | — | — | — | ( | ( | |||||||||||
Issuance of restricted stock | | — | — | — | — | — | |||||||||||
Stock based compensation expense | — | | — | — | — | | |||||||||||
Dividends ($ | — | — | ( | — | — | ( | |||||||||||
Other comprehensive income, net of tax | — | — | — | | | | |||||||||||
Net income | — | — | | — | | | |||||||||||
Balance at March 31, 2022 | | $ | | $ | | $ | | $ | | $ | |
See accompanying notes to the condensed consolidated financial statements.
7
THE ST. JOE COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
Three Months Ended | ||||||
March 31, | ||||||
| 2023 |
| 2022 | |||
Cash flows from operating activities: |
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Net income | $ | | $ | | ||
Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation, depletion and amortization |
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Stock based compensation |
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Unrealized gain on investments, net | — | ( | ||||
Equity in (income) loss from unconsolidated joint ventures, net of distributions | ( | | ||||
Deferred income tax (benefit) expense |
| ( |
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Cost of real estate sold |
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Expenditures for and acquisition of real estate to be sold |
| ( |
| ( | ||
Accretion income and other |
| ( |
| ( | ||
Gain on disposal of property and equipment | ( | ( | ||||
Gain on contributions to unconsolidated joint ventures | ( | ( | ||||
Gain on insurance for damage to property and equipment, net | — | ( | ||||
Loss on extinguishment of debt | | — | ||||
Changes in operating assets and liabilities: |
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Other assets |
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Deferred revenue | | | ||||
Other liabilities |
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Net cash provided by operating activities |
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Cash flows from investing activities: |
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Expenditures for operating property |
| ( |
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Expenditures for property and equipment |
| ( |
| ( | ||
Proceeds from the disposition of assets |
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Proceeds from insurance claims | — | | ||||
Purchases of investments - debt securities | ( | ( | ||||
Maturities of investments - debt securities | | | ||||
Capital contributions to unconsolidated joint ventures | ( | ( | ||||
Capital distributions from unconsolidated joint ventures | | | ||||
Maturities of assets held by special purpose entities |
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Net cash used in investing activities |
| ( |
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Cash flows from financing activities: |
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Capital contributions from non-controlling interest |
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Capital distributions to non-controlling interest |
| ( |
| ( | ||
Dividends paid | ( | ( | ||||
Borrowings on debt |
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Principal payments for debt |
| ( |
| ( | ||
Principal payments for finance leases | ( | ( | ||||
Debt issuance costs |
| ( |
| ( | ||
Net cash provided by financing activities |
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Net increase (decrease) in cash, cash equivalents and restricted cash |
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| ( | ||
Cash, cash equivalents and restricted cash at beginning of the period |
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Cash, cash equivalents and restricted cash at end of the period | $ | | $ | |
See accompanying notes to the condensed consolidated financial statements.
8
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 sheets that sum to the total of the amounts shown in the condensed consolidated statements of cash flows.
March 31, | March 31, | |||||
| 2023 |
| 2022 | |||
Cash and cash equivalents | $ | |
| $ | | |
| |
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Total cash, cash equivalents and restricted cash shown in the accompanying condensed consolidated statements of cash flows |
| $ | |
| $ | |
Restricted cash includes amounts reserved as a requirement of financing and development for certain of the Company’s projects.
Three Months Ended | ||||||
March 31, | ||||||
2023 | 2022 | |||||
Cash paid during the period for: | ||||||
Interest, net of amounts capitalized | $ | | $ | | ||
Income taxes | $ | — | $ | — | ||
Non-cash investing and financing activities: |
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Non-cash contributions to unconsolidated joint ventures | $ | ( | $ | ( | ||
Decrease in Community Development District debt, net | $ | ( | $ | ( | ||
Transfers of operating property to property and equipment | $ | | $ | | ||
(Decrease) increase in expenditures for operating properties and property and equipment financed through accounts payable | $ | ( | $ | | ||
Unrealized (loss) gain on cash flow hedges | $ | ( | $ | |
See notes to the condensed consolidated financial statements.
9
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 all of its real estate assets and operations in Northwest Florida. Approximately
The Company conducts primarily all of its business in the following
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, voting interest entities where the Company has a majority voting interest or control and variable interest entities where the Company deems itself the primary beneficiary. Investments in joint ventures (“JV”) in which the Company is not the primary beneficiary, or a voting interest entity where the Company does not have a majority voting interest or control, but has significant influence are unconsolidated and accounted for by the equity method. All significant intercompany transactions and balances have been eliminated in consolidation. The December 31, 2022 condensed consolidated balance sheet amounts have been derived from the Company’s December 31, 2022 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, 2023 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2023.
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 VIE’s economic performance and has the obligation to absorb losses or the right to receive benefits from the VIE that are significant to the VIE. The Company consolidates VIEs when it is the primary beneficiary of the VIE. The Company continues to evaluate whether it is the primary beneficiary as needed when assessing reconsideration events. See Note 4. Joint Ventures.
The unaudited 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 unaudited 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, 2022. The Company adheres to the same accounting policies in preparation of its unaudited interim condensed consolidated financial statements as the Company’s December 31, 2022 annual financial statements, except for any recently adopted accounting pronouncements. 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
Concentration of Risks and Uncertainties
All of the Company’s real estate assets are concentrated in Northwest Florida. Uncertain economic conditions could have an adverse impact on the Company’s operations and asset values.
Throughout the first quarter of 2023, the Company continued to generate positive financial results. While macroeconomic factors such as inflation, rising interest rates, supply chain disruptions, financial institution disruptions and geopolitical conflicts, among other things, have created economic headwinds and impacted buyer sentiment, demand across the Company’s segments remains strong. The Company believes this is primarily the result of the continued growth of Northwest Florida, which the Company attributes to the region’s high quality of life, natural beauty and outstanding amenities, as well as the evolving flexibility in the workplace.
Despite the strong demand across the Company’s segments, the Company also continues to feel the impact from the aforementioned macroeconomic factors, including supply chain disruptions which have extended homesite and home deliveries in certain residential communities and extended the time to complete hospitality and commercial projects. In addition, inflation and rising interest rates, have increased operating costs and loan rates, as compared to prior periods. The Company generally has not seen a material increase in cancellation rates, and therefore the impact relates primarily to the timing of revenue recognition. In addition, while rising interest rates have negatively impacted buyers’ ability to obtain financing and the housing market generally, homebuilders have performed on their contractual obligations with the Company.
Given our diverse portfolio of residential holdings, the mix of sales and pricing from different communities may also impact revenue and margins period over period.
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 local, regional and national financial institutions, and as of March 31, 2023, these balances exceeded the amount of F.D.I.C. insurance provided on such deposits. In addition, as of March 31, 2023, the Company had $
Earnings Per Share
Basic earnings per share is calculated by dividing net income attributable to the Company by the basic weighted average number of common shares outstanding for the period. Diluted earnings per share is calculated by dividing net income attributable to the Company by the weighted average number of shares of common stock outstanding for the period, including potential dilutive common shares. The treasury stock method is used to determine the effect on diluted earnings. For the three months ended March 31, 2023 and 2022, the Company had
11
The computation of basic and diluted earnings per share are as follows:
Three Months Ended March 31, | |||||||
2023 | 2022 | ||||||
(Dollars in thousands except per share amounts) | |||||||
Income | |||||||
Net income attributable to the Company | $ | | $ | | |||
Shares | |||||||
Weighted average shares outstanding - basic | | | |||||
Incremental shares from restricted stock | — | | |||||
Weighted average shares outstanding - diluted | | | |||||
Net income per share attributable to the Company | |||||||
Basic income per share | $ | | $ | | |||
Diluted income per share | $ | | $ | |
Recently Adopted Accounting Pronouncements
There were no recently adopted accounting pronouncements which would have a material effect on the Company’s financial condition, results of operations and cash flows.
Recently Issued Accounting Pronouncements
Leases Common Control Arrangements
In March 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-01, Leases (Topic 842): Common Control Arrangements that improves accounting guidance for arrangements between entities under common control. The new guidance requires that leasehold improvements associated with common control leases be amortized by the lessee over the useful life of the leasehold improvements to the common control group, as long as the lessee controls the use of the underlying asset through a lease. When the lessee no longer controls the use of the underlying asset the leasehold improvements are accounted for as a transfer between entities under common control through an adjustment to equity. The new guidance will be effective for fiscal years beginning after December 15, 2023, with early adoption permitted. The guidance can be applied prospectively to all new leasehold improvements recognized on or after adoption, prospectively to all new leasehold improvements recognized on or after adoption and any remaining unamortized balance of existing leasehold improvements amortized over their remaining useful life to the common control group, or retrospectively to the beginning of the period in which the entity first applied Leases Topic 842 through a cumulative-effect adjustment to the opening balance of retained earnings. 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.
Reference Rate Reform
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (“Topic 848”): Facilitation of the Effects of Reference Rate Reform on Financial Reporting that provides temporary optional guidance to ease the potential burden in accounting for or recognizing the effects of reference rate reform on financial reporting. The guidance provides expedients and exceptions for applying GAAP to contract modifications and hedging relationships affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference London Interbank Offered Rate (“LIBOR”) or another reference rate that is expected to be discontinued due to reference rate reform. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848) which clarifies the original guidance that certain optional expedients and exceptions in contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848) - Deferral of the Sunset Date of Topic 848 that extends the temporary reference rate reform guidance under Topic 848 from December 31, 2022 to December 31, 2024. This guidance was effective upon issuance and may be applied prospectively through December 31, 2024, as reference rate activities occur. In 2022 and
12
2023, some of the Company’s debt agreements that referenced LIBOR were amended to an alternative rate, Topic 848 was applied at the time of these modifications and there was no impact on the Company’s financial condition, results of operations and cash flows. There is no current additional impact to the Company from this guidance and the Company will consider the impact on its financial condition, results of operations and cash flows when there are additional modifications to existing agreements.
3. Investment in Real Estate, Net
Investment in real estate, net, excluding unconsolidated JVs, by property type and segment includes the following:
| March 31, |
| December 31, | |||
2023 | 2022 | |||||
Development property: |
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Residential | $ | | $ | | ||
Hospitality |
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Commercial |
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Other |
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Total development property |
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Operating property: |
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Residential |
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Hospitality |
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